SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended Commission File
MARCH 31, 1997 NO. 0-18945
WESTMARK GROUP HOLDINGS, INC.
DELAWARE 84-1055077
(State of Incorporation) (I.R.S. Employment Identification No.)
355 N.E. Fifth Avenue
Delray Beach, Florida 33483
(561)243-8010
(Address of Principal Executive Offices. Including
Zip Code and Telephone Number)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES [X] NO [_]
THE NUMBER OF SHARES OUTSTANDING OF THE ISSUER'S COMMON STOCK AS OF MARCH
31, 1997 WAS 5,508,498.
[X] TRADITIONAL SMALL BUSINESS DISCLOSURE FORMAT.
WESTMARK GROUP HOLDINGS, INC.
FORM 10-QSB REPORT INDEX
10-QSB PART AND ITEM NO ....................................................
PART I-FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
Notes to consolidated financial statements ............. 3
Consolidated balance sheet as of
March 31, 1997 and December 31, 1996 ......... 4,5
Consolidated statement of operations for the three
months ended March 31, 1997 .................. 6
Consolidated statement of cash flows for the three
months ended March 31, 1997 .................. 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS ................ 8
PART II-OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS ...................................... 11
ITEM 2. CHANGES IN SECURITIES .................................. 12
ITEM 3. DEFAULTS UPON SENIOR SECURITIES ........................ 13
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS .... 13
ITEM 5. OTHER INFORMATION ...................................... 13
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K ....................... 13
SIGNATURES ........................................................... 14
NOTE 1: BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-QSB and
Item 310b of Regulation S-B. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the three month period
ended March 31, 1997 are not necessarily indicative of the results that may be
expected for the year ended December 31, 1997. For further information, refer to
the consolidated financial statements and footnotes thereto included in the
Company's audited annual report on Form 10-KSB for the year ended December 31,
1996. Loan origination and gain on sale has been restated for March 31, 1996 to
reflect the removal of interest income from this category to more definitively
allow the reader to compare all sources of revenue. Correspondingly, the
interest expense and professional fees have been restated for March 31, 1996 for
the same purpose.
NOTE 2: FIRST QUARTER FINANCING ACTIVITY
The Company received $150,000 from PBF Land Co. ("PBF"). An additional
amount of $112,586 was received from officers, directors and officers or
directors of subsidiaries. All monies received were used for funding operating
activities.
The Company was successful in its bid to obtain additional lines of
credit for funding loan activities by securing lines of credit, on favorable
terms from Household Financial Services, Inc. ($5 million) and The Money Store
($5 million). The current line was reduced with Princap from $15 to $10 million,
this reduction can be reinstated as the need arises. This increase and
improvement of terms positions the Company to meet its budgetary targets for
loan funding growth for 1997.
Outstanding debts were reduced by the issuance of 424,900 Common
Shares totaling $ 546,800.
Additionally, 200,000 shares of series F Preferred shares were
issued, in escrow, for the purpose of completing an acquisition of $1 million in
additional Palm Beach County, Florida land. The acquisition requires several
other criteria to be completed prior to its closure.
PART I FINANCIAL INFORMATION
WESTMARK GROUP HOLDINGS, INC.
CONSOLIDATED BALANCE SHEET
MAR 31,
1997
(UNAUDITED)
Assets
Current Assets:
Cash and Equivalents ................................. $ 49,837
Accounts receivable, net of reserve .................. 43,445
Mortgage loans held for sale ......................... 4,779,369
Inventory ............................................ 39,413
Other current assets ................................. 338,265
------------
Total Current Assets ................................. 5,250,329
Fixed Assets:
Office Buildings ..................................... 162,965
Office Equipment ..................................... 74,026
Equipment ............................................ 305,577
Equipment Leased ..................................... 16,534
Leasehold Improvements ............................... 43,898
Less Accumulated Depreciation ........................ (317,275)
------------
Total Fixed Assets ................................... 285,725
Other Assets:
Investment Real Estate ............................... 1,000,000
Investment Preferred Stock ........................... 2,000,000
Goodwill, net of amortization ........................ 1,701,363
Dividends Receivable ................................. 175,000
Deposits and other assets ............................ 6,167
------------
Total Other Assets ................................... 4,882,530
TOTAL ASSETS .............................................. $ 10,418,584
============
Westmark Group Holdings, Inc.
CONSOLIDATED BALANCE SHEET
MAR 31,
1997
(UNAUDITED)
Liabilities and Stockholders' Equity
Current Liabilities:
Account Payable .......................................... $ 1,220,650
Warehouse line of credit ................................. 4,559,687
Interest payable ......................................... 307,692
Settlement liability ..................................... 407,560
Notes Payable Current .................................... 2,536,761
Payroll taxes payable .................................... 93,958
Dividends Payable ........................................ 206,000
Other current liabilities ................................ 343,913
------------
Total Current Liabilities ................................ $ 9,676,221
Total Liabilities ............................................. $ 9,676,221
============
Callable Preferred Series A 18750 shares outstanding ..... $ 75,000
Stockholders' Equity
Preferred shares, $.001 par value, 10,000,000 shares
authorized, 980,000 issued and outstanding ............. $ 3,250,000
Common stock, $.001 par value, 50,000,000 shares
authorized, 5,508,498 issued and outstanding ........... 5,653
Additional paid in capital ............................... 25,742,362
Stock issued unearned/unpaid ............................. (1,299,882)
Accumulated deficit ...................................... (27,030,770)
------------
Total Stockholders' Equity ................................ 667,363
Total Liabilities and Stockholders' Equity .................... $ 10,418,584
============
Westmark Group Holdings, Inc.
CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
THREE MONTHS ENDED
MAR 31, MAR 31,
1997 1996
Revenues:
Loan origination and gain on sale .......... $ 1,030,782 $ 598,321
Product Sales .............................. 24,640
Interest Income ............................ 230,739 74,581
Other income ............................... 19,114 4,170
----------- -----------
Total Revenues ................................. 1,305,275 677,072
EXPENSES:
Loan origination costs ..................... $ 45,395 $ 49,990
Cost of goods sold ......................... 7,067
Interest ................................... 201,174 323,234
General and administrative ................. 848,165 822,293
Professional fees .......................... 127,746 69,984
Marketing and advertising .................. 5,866 22,656
Non cash compensation ...................... 302,317
Servicing sale adjustment .................. (70,000)
Goodwill amortization ...................... 51,681 24,729
Depreciation ............................... 17,846 23,812
----------- -----------
Total Expenses ................................. $ 1,607,257 $ 1,266,698
Other Income (Expenses)
Dividend income ............................ 35,000
----------- -----------
Loss from continuing ops before income tax ..... (266,982) (589,626)
Provision for income tax
Net Income (Loss) .............................. $ (266,982) $ (589,626)
=========== ===========
NET LOSS PER SHARE ............................. $ (0.05) $ (0.21)
WEIGHTED AVERAGE SHARES OUTSTANDING ............ 4,988,894 2,637,772
Westmark Group Holdings, Inc.
Consolidated Statement of Cash Flows
(UNAUDITED)
THREE MONTHS ENDED
MAR 31, MAR 31,
1997 1996
OPERATING ACTIVITIES
Consolidated net loss ............................. $ (266,982) $ (589,626)
Adjustment to reconcile consolidated net
(loss) to cash used in operations:
Depreciation .................................. 17,846 $ 23,812
Non cash compensation
Stock issued for services ..................... 324,238
Goodwill amortization ......................... 51,681 $ 24,729
----------- ------------
Cash used in operations before working capital .... $ 126,783 $ (541,085)
(Increase)/Decrease in accounts receivable ... (34,781) (660)
(Increase)/Decrease in current assets ........ (7,077) 37,300
(Increase)/Decrease in mortgages held
for sale ................................... 3,782,590 10,918,070
(Increase/Decrease in capital lease .......... -- (2,345)
Increase/(Decrease) in accounts payable ...... 430,794 (444,343)
Increase/(Decrease) in other notes payable ... (562,982) 114,500
Increase/(Decrease) in interest payable ...... 165,909 (85,836)
Increase/(Decrease) in other current
liabilities ................................ (306,975) (208,045)
----------- ------------
Net cash used after working capital changes ....... $ 3,467,478 $ 10,328,641
Cash used in operating activities ................. $ 3,594,261 $ 9,712,956
INVESTING ACTIVITIES
Purchase of fixed assets and improvements .... $ 5,489
----------- ------------
Cash provided/(used) in investing activities . $ 5,489 $ --
FINANCING ACTIVITIES
Net Increase/(Decrease) in warehouse
line of credits ............................ $(3,831,032) $(10,235,147)
Cash received from MIOA ...................... -- 790,000
Payment of notes receivable stock sale ....... -- 374,222
Notes payable ................................ 262,586 --
Repurchase of stock .......................... -- (700,000)
Sale of stock for cash ....................... -- 10,000
----------- ------------
Cash provided/(used)by financing activities ....... $(3,568,446) $ (9,760,925)
Net Increase/(Decrease) in cash ................... 31,304 (47,969)
Cash and cash equivalent, beginning period ........ 18,533 311,916
Cash and cash equivalent, end of period ........... $ 49,867 $ 263,947
=========== ============
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the attached
condensed consolidated financial statements and notes thereto.
FINANCIAL RESULTS OF OPERATIONS
On a consolidated basis, total revenues increased to $1,305,275 in the
quarter ended March 31,1997 from $677,072 in the quarter ended March 31, 1996,
an increase of 93%. The increase is a result of substantial growth in loan
volume and loan sales as well as the addition of sales from a subsidiary. The
net profit margins on loan sales have increased to an average of 4.02% from an
average of 1.04% for the respective periods an increase of 286%. This increase
is due to the completion of the shift from originating conforming "A" loans to
the more profitable non-conforming B/C mortgages. Interest income rose even with
the reduction of holding periods prior to sale because of the increased rates
charged on non-conforming loans.
Expenses for the quarter ended March 31 1997 increased to $1,607,257 from
$1,266,698 for the period ended March 31, 1996 a 27% increase. The primary
reasons for the increases were the expenses incurred for startup in a subsidiary
and the costs of professional services relating to the filing of a registration
statement as well as costs associated with securing financing and the resulting
need for increased public relations expenses. Loan origination costs decreased
9% to $45,395 for the current quarter from $49,990 in the comparable prior year
quarter ending March 31, 1996. General and Administrative expenses increased 3%
to $848,165 from $822,293 for the quarter ended March 31, 1996. Marketing and
Advertising expense decreased 74% to $5,866 from $22,656 for the quarter ended
March 31, 1996.
A net loss resulted for the current quarter of $266,982 or $0.05 per
share as compared to a net loss of $589,626 or $.21 per share for the quarter
ended March 31, 1996. This decreased loss is due to the loss for the period of
Green World which did not exist for the corresponding period as well as the
increase in net revenues for Westmark Mortgage Corporation. The profit/loss
breakdown is as follows:Westmark Mortgage Corporation $0.05,Green World $(0.02)
WGHI $(0.08).
BUSINESS OPERATIONS
During the first quarter of 1997, the Company continued to focus its
business to funding non-conforming, B/C paper with approximately 93% of all
closed loan volume being B/C loan fundings. Total B/C loan fundings increased
from $ 4.79 million in the 3 months ending March 31, 1996 to $19.81 million for
the three months ended March 31, 1997, an increase of 313 %.
The Company expanded its B/C lending program through bulk sales
during the last year and saw record revenue generated in the first three months
of 1997 from this expansion. B/C loans are for borrowers with credit histories
that fall below the guidelines set forth by Fannie Mae and Freddie Mac. The
Company is focusing its marketing efforts in the B/C loan market due to the
perceived enhanced returns. The increase in the B/C loans has come primarily
from an increased market share in Florida and California. Management intends to
continue its marketing strategy in additional states, including California,
Georgia, Missouri, Arizona and Illinois where licensing and/or sales activities
began or expanded this period. Further expansion is expected in the Northwestern
and Midwestern sections of the country in the second and third quarters of 1997.
The Company continues to sell loan origination's on a
"servicing-released" basis to investors in the normal course of business. The
Company's bulk sales program for B/C paper in which loans are pooled and sold in
packages ranging from $500,000 to $4,000,000 remains an integral key to future
growth. During the first quarter, bulk sales deliveries were completed
successfully with institutional investors, such as Household Financial Services,
Inc., The Money Store, MorCap, Inc. and Aames Capital Corporation. The Company
anticipates further growth of interested institutional buyers and is negotiating
for participation into loan securitization pools to further enhance revenue. The
expansion of the warehouse line of credit is integral for participation in the
securitization pools.
LIQUIDITY AND CAPITAL RESOURCES
The Company uses its cash flow from whole loan sales, loan origination
fees, net interest income and borrowings under its warehouse line of credit to
meet its working capital needs. The Company's cash requirements include the
funding of loan originations, purchases, payment of interest expenses, operating
expenses, taxes and capital expenditures, along with settlement agreements
negotiated during the first quarter.
On March 31, 1997, total stockholders equity was $667,363. Adequate credit
facilities and other sources of funding, including the ability of the Company to
sell loans, are essential to the continuation of the Company's ability to
originate and purchase loans. The Company borrows funds on a short term basis to
support the accumulation of loans prior to sale. These short term borrowings are
made under a warehouse line of credit with various lenders including Princap
Mortgage, Inc., Household Financial Services, Inc. and The Money Store
("Warehouse Facility"). Pursuant to the Warehouse Facility, the Company has
available a total secured revolving credit line of $20 million to finance the
Company's origination or purchase of loans, pending sale to investors. The line
of credit, pursuant to the Warehouse Facility, has collateral of the assignment
and pledge of eligible mortgage loans. These various lines bear interest at
annual rates ranging from 1 1/2 to 2% above prime, payable at the time of
purchase by the permanent investor. The Warehouse Facility provides for a
transaction charge from $140 per loan to as low as $50 per loan and requires the
Company to possess a minimum net worth of $250,000 and a compensating cash
balance on deposit in the amount of $5,000. On March 31, 1997, the balance
outstanding , pursuant to this Warehouse Facility, totaled $4,559,687. The
Company does not have any other external lines of credit for financing.
Historically, the Company has obtained financing through the issuance of
its common stock and borrowings on a negotiated basis. During the first quarter
of 1997, the Company issued 860,680 shares of stock. The increase in the number
outstanding was attributable to Professional fees for legal services and various
consulting agreements. Consulting agreements for services provided in areas of
public relations and acquisitions.
In May and June 1995, the Company raised $600,000 cash through the
issuance of convertible promissory notes in the principal amount of $600,000 and
the warrants entitling holders to purchase certain securities ("Bridge
Financing"). In April 1996, the Company and all these investors agreed to
restructure the investment and the Company paid such investors an aggregate
amount of $600,000 and issued such investors 300,000 shares of Series B
Preferred Stock ("Series B Preferred Stock") with a stated value of $600,000.
The Series B Preferred Stock has a liquidation preference of $600,000, plus
accrued and unpaid dividends, is redeemable by the Company at a redemption price
of $600,000, plus accrued and unpaid dividends from the date of redemption,
subject to adjustment in the event of certain circumstances, and is convertible
into shares of Common Stock at a conversion price equal to the lessor of $2.00
or 84% of the closing bid price prior to the date of conversion (subject to
further adjustment).
In the second quarter of 1996, MIOA (formerly HLOA) has advanced
$1,638,593. Total advanced for the six month period ending June 30, 1996 was
$2,428,593. $40,000 of the advance was paid back in the third quarter. These
fundings were utilized to discharge outstanding debts and for working capital
purposes.
The Company's internally generated cash flows from operations have
historically been and continue to be insufficient for its cash needs. It is
expected that internal sources of liquidity will improve when net cash is
provided by operating activities and, until such time, the Company will rely on
external sources for liquidity. During the first quarter, a subsidiary, Westmark
Mortgage Corporation ("WMC") exceeded cash flow needs for daily operations.
However, additional holding company and subsidiary expenses continue to require
additional capital be raised until WMC and other subsidiaries produce enough
revenue to offset these expenses. The Company has not established any other
lines of credit or other similar financial arrangements with any lenders. If it
appears at any time in the future that the Company is again approaching a
condition of cash deficiency, the Company will be required to seek additional
debt or equity financing or bring cash flows in balance. If such action is
required, there is no assurance that the Company will be successful in any such
effort.
SUBSEQUENT EVENTS
The Company had entered into a financial agreement with J. Michael
Reisert, Inc. to close, on the date of a Prospectus issued with Amendment 5 to
the SB-2 for the sale of 3,000,000 to 6,000,000 units consisting of 6,000,000
shares of the Company's Series G Convertible Redeemable Preferred Stock and
redeemable five year warrants to purchase 3,000,000 shares of Company Common
Stock. The offer has been withdrawn by J. Michael Reisert, Inc. without cause.
PART II-OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In the matter of SAXON MORTGAGE V. WESTMARK, Saxon Mortgage obtained a
judgment in the amount of $469,348 in connection with various repurchase
obligations. An amount of $61,788 has been paid, and the remaining liability of
$407,560 is accrued at December 31, 1995. The Company has reached a settlement
which calls for monthly payments of $11,788 for 36 months.
Counsel for the Company anticipates a further amendment to the stipulated
judgment wherein all monthly payments are suspended in consideration for which
the Company will secure the obligation to Saxon Mortgage with a portion of the
real property acquired from PBF. The Company would remain obligated for the full
payment of $407,560 on July 15, 1998 and would be entitled to a full release and
final settlement upon payment of the sum of $318,261 on or before June 27, 1997.
The Company is a defendant in CONWAY ET AL V. DANNA, NETWORK FINANCIAL
SERVICES, INC., ET AL. The suit alleges Unfair Practices, Fraud (Negligent
Misrepresentations; Intentional Misrepresentations; Concealment); Breach of
Written Contract; Breach of Implied Covenant of Good Faith and Fair Dealing;
Common Count; and Breach of California Securities Statutes against Network
Financial Services, Inc. (a.k.a. Westmark Group Holdings, Inc.) and others. The
Company considers the risk of loss in this matter to be remote and,
consequently, no amount has been accrued as of December 31, 1995.
The Company is plaintiff in NETWORK FINANCIAL SERVICES, INC. V. MCCURDY,
RAICHE, RYALS, NASH & MOSS LAND COMPANY, filed March 1993 in Monterey County,
California Superior Court. The plaintiff alleges fraud, negligent
misrepresentation, breach of fiduciary duty, negligence, quiet title, RICO
violations and conversion. Defendant McCurdy initiated a cross-complaint naming,
among others, the Company as a cross defendant. The cross-complaint seeks
damages for breach of a stock option agreement, breach of contract, and
declaratory relief. The Company has finalized a settlement with defendants
Raiche and Ryals, wherein defendants Raiche and Ryals transferred 7,166 shares
of the Company's Common Stock to the Company in addition to one-half (1/2)
interest in certain property. The balance of the pending litigation involving
defendant and cross-complainant McCurdy and others is unaffected by the
Raiche/Ryals settlement. Management intends to vigorously defend this
cross-complaint.
The Company is defendant in KNIGHT V. LOMAS MORTGAGE U.S.A. AND WESTMARK
MORTGAGE CORPORATION. The complaint is based upon a contention by the Plaintiff
that Lomas Mortgage U.S.A. as the servicing agent wrongfully impaired the credit
rating of Plaintiff and breached the written agreement between the parties. A
preliminary determination indicates that the basis for the dispute is between
Lomas U.S.A. and the Plaintiff, but the Company has been named as a third party
defendant in view of the original contractual relationship between the Plaintiff
and Westmark. The Company considers the risk of loss in this matter to be
remote, and consequently, no amount has been accrued as of December 31,1995.
The Company and plaintiffs entered into an agreement wherein and whereby
the subject litigation was dismissed without prejudice. The case was refiled in
Orange County, California Superior Court on October 29, 1996. The Company does
not anticipate any liability with respect to this litigation.
The Company is a defendant in ORTEGA V. MICHAEL SANTA MARIA ET AL filed in
Orange County Superior Court of the State of California. The complaint is based
upon a contention by the Borrower Ortega that Santa Maria, individually and as a
owner/manager/broker of Bann Cor Mortgage made false presentations of material
fact to plaintiffs. The Company acquired this loan from Bann Cor and
subsequently sold the loan to Imperial Credit Industries. A preliminary
determination indicates that the basis for the dispute is between Santa Maria
and Bann Cor. However, the Company has been named as a party defendant. Westmark
generally and specifically denies each and every allegation contained in the
complaint. The Company considers the risk of loss in this matter to be minimal
and fully intends to defend this action.
The Company has filed a Demurrer to plaintiff's Complaint, which Demurrer
was sustained on or about October 11, 1996. Although plaintiff has been allowed
time to file an Amended Complaint, it is anticipated that plaintiff will dismiss
the company from the pending litigation. The Company remains a party defendant
in the related cross complaint for indemnity filed by Imperial Credit
Industries.
One of the Company's wholly owned subsidiaries, Green World has been
named, together with other defendants, in a suit action SHAPE UP AMERICA V.
PHILLIPPE ET AL., filed in Alameda County, California Superior Court on August
19, 1996. The Complaint alleges breach of contract, conspiracy, fraud, and
quantum meruit. The basic premise to plaintiff's Complaint is that plaintiff
claims to be entitled to various forms of compensation based upon the sale of
certain licensing, patent and marketing rights to the Talon Refrigerant
Management System. It is anticipated that venue for this action will be
transferred to Sacramento County and to date, no discovery has been undertaken.
Based upon a preliminary review of relevant documentation, the Company does not
anticipate any liability.
From time to time the Company is a defendant (actual or threatened) in
certain lawsuits encountered in the ordinary course of its business, the
resolution of which, in the opinion of management, should not have a material
adverse affect on the Company's financial position.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
None.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
WESTMARK GROUP HOLDINGS, INC.
BY: /s/ NORMAN J. BIRMINGHAM
NORMAN J. BIRMINGHAM, DIRECTOR, CHIEF FINANCIAL
OFFICER ( PRINCIPAL ACCOUNTING OFFICER & DULY
AUTHORIZED DIRECTOR OF THE REGISTRANT)
BY: /s/ MARK D. SCHAFTLEIN
MARK D. SCHAFTLEIN, PRESIDENT , CHIEF EXECUTIVE
OFFICER (DULY AUTHORIZED DIRECTOR & OFFICER OF THE
REGISTRANT
DATED: MAY 12, 1997