1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-QSB (Mark One) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) (x) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 1997 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) ( ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission file number 0-22271 CFI MORTGAGE INC. (Exact Name of Registrant as Specified in its Charter) Delaware 52-2023491 (State of other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 580 Village Blvd, Suite 360, West Palm Beach, Fl 33409 (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, including Area Code (561) 687-1595 (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding at August 14, 1997 Common stock, par value $.01 per share 2,200,000 shares Transitional Small Business Disclosure Format (Check One): Yes [ ] No [X] . 2 CFI MORTGAGE INC. AND SUBSIDIARY JUNE 30, 1997 (Unaudited) I N D E X Page No. -------- Part I - Financial Information: Item 1. Financial Statements: Consolidated Balance Sheets As at June 30, 1997 (Unaudited) and December 31, 1996 ........ F-2 Consolidated Statements of Operations and Retained Earnings (Deficit) For the Six and Three Month Periods Ended June 30, 1997 and 1996 (Unaudited) ..................... F-3 Consolidated Statements of Cash Flows For the Six Month Periods Ended June 30, 1997 and 1996 (Unaudited) ....... F-4 Consolidated Statement of Changes in Stockholders' Equity For the Six Months Ended June 30, 1997 (Unaudited) ..... F-5 Notes to Consolidated Financial Statements (Unaudited) ... F-6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations ... F-7 to F-11 Part II - Other Information: Item 1: Legal Proceedings ................................. F-12 Item 2: Changes in Securities ............................. F-12 Item 3: Defaults upon Senior Securities ................... F-12 Item 4: Submission of Matters to a Vote of Security Holders F-12 Item 5: Other Information ................................. F-12 Item 6: Exhibits and Reports on Form 8-K .................. F-12 Signatures ........................................ F-13 F-1 3 CFI MORTGAGE INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS A S S E T S June 30, December 31, ---------- ------------ 1997 1996 ---------- ------------ (Unaudited) Current assets: Cash $3,558,170 $ 644,685 Fees and loans receivable 921,344 882,588 Miscellaneous receivables (net of allowance for doubtful accounts of $18,000) 145,659 101,468 Property held for sale 207,500 207,500 Investment in 430 Carroll Street Inc. - 175,224 Prepaid expenses and other current assets 146,244 51,293 Loans receivable - related party 73,274 12,949 ---------- ---------- Total current assets 5,052,191 2,075,707 ---------- ---------- Property and equipment: Furniture and equipment 546,943 241,641 Automobile 65,240 35,677 ---------- ---------- 612,183 277,318 Less accumulated depreciation 113,302 90,456 ---------- ---------- Total property and equipment 498,881 186,862 ---------- ---------- Other assets: Deferred and refundable income taxes 90,000 - Deferred offering costs - 120,000 Deposits 67,392 48,249 ---------- ---------- Total other assets 157,392 168,249 ---------- ---------- $5,708,464 $2,430,818 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Cash overdraft $ 224,324 $ 385,858 Bank loan payable 108,375 133,250 Current maturities of long-term debt 31,987 17,562 Accounts payable, accrued expenses and other current liabilities 698,748 456,002 ---------- ---------- Total current liabilities 1,063,434 992,672 ---------- ---------- Long-term liabilities: Notes payable 60,691 28,772 ---------- ---------- Total liabilities 1,124,125 1,021,444 ---------- ---------- Commitments and contingencies - - Stockholders' equity: Common stock, $1 par value Authorized, issued and outstanding - 7,500 shares - 7,500 Common stock, $0.01 par value 20,000,000 Authorized, 2,200,000 shares issued and outstanding 22,000 - Additional paid-in capital 5,149,633 1,234,673 Retained earnings (deficit) ( 587,294) 167,201 ---------- ---------- Total stockholders' equity 4,584,339 1,409,374 ---------- ---------- $5,708,464 $2,430,818 ========== ========== See accompanying notes to financial statements. F-2 4 CFI MORTGAGE INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS (DEFICIT) (Unaudited) For the Six For the Three Months Ended Months Ended June 30, June 30, ----------------------- ----------------------- 1997 1996 1997 1996 ---------- ---------- ---------- ---------- Revenues: Commissions and fees $3,712,983 $3,560,340 $2,038,492 $1,947,017 Interest 14,789 3,062 13,377 1,261 ---------- ---------- ---------- ---------- Total revenues 3,727,772 3,563,402 2,051,869 1,948,278 ---------- ---------- ---------- ---------- Expenses: Selling 1,744,301 1,624,469 1,071,501 887,477 General and administrative 2,107,900 1,783,438 1,194,048 930,612 Interest 544,842 416,374 360,609 243,855 ---------- ---------- ---------- ---------- Total expenses 4,397,043 3,824,281 2,626,158 2,061,944 ---------- ---------- ---------- ---------- Loss before credit for income taxes ( 669,271) ( 260,879) ( 574,289) ( 113,666) ---------- ---------- ---------- ---------- Credit for income taxes: Current ( 68,000) - ( 68,000) - Deferred ( 22,000) - ( 22,000) - ---------- ---------- ---------- ------- Total credit for income taxes ( 90,000) - ( 90,000) - ---------- ---------- ---------- ------- Net loss ( 579,271) ( 260,879) ( 484,289) ( 113,666) Retained earnings (deficit) at beginning of period 167,201 ( 144,025) ( 103,005) ( 291,238) Less: Dividend (Note 3) ( 175,224) ( - ) ( - ) ( - ) ---------- ---------- ---------- ---------- Deficit at end of period ($ 587,294) ($ 404,904) ($ 587,294) ($ 404,904) ========== ========== ========== ========== Pro Forma Information: Pro forma net loss: Historical net loss ($ 579,271) ($ 260,579) ($ 484,289) ($ 113,666) Pro forma credit for income taxes ( 152,757) ( 86,971) ( 122,433) ( 37,436) ---------- ---------- ---------- ---------- Pro forma net loss ($ 426,514) ($ 173,608) ($ 361,856) ($ 76,230) ========== ========== ========== ========== Pro forma per share data: Pro forma net loss per share ($0.31) ($0.14) ($0.24) ($0.06) ========== ========== ========== ========== Pro forma weighted average shares outstanding 1,366,667 1,200,000 1,533,333 1,200,000 ========== ========== ========== ========== See accompanying notes to financial statements. F-3 5 CFI MORTGAGE INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) For the Six Months Ended June 30, --------------------------- 1997 1996 ----------- ----------- Cash flows from operating activities: Net loss ($ 579,271) (260,879) ----------- ----------- Adjustments to reconcile net loss to net cash used in operating activities: Depreciation 22,846 14,693 Deferred and refundable income taxes (90,000) -- Increase (decrease) in cash flows as a result of changes in asset and liability account balances: Fees and loans receivable (38,756) 21,139 Miscellaneous receivables (44,191) 6,957 Prepaid expenses (94,951) (13,436) Deposits (19,143) (21,716) Accounts payable, accrued expenses and other current liabilities 242,746 190,963 ----------- ----------- Total adjustments (21,449) 198,600 ----------- ----------- Net cash used in operating activities (600,720) (62,279) ----------- ----------- Cash flows from investing activities: Expenditures for property and equipment (334,865) (66,468) Increase in loans receivable-related party (60,325) -- ----------- ----------- Net cash used in investing activities (395,190) (66,468) ----------- ----------- Cash flows from financing activities: Cash overdraft (161,534) 167,009 Decrease in bank loan payable (24,875) -- Increase in note payable 46,344 20,171 Proceeds from issuance of common stock 4,049,460 -- Decrease in due to officers -- (227,053) ----------- ----------- Net cash provided by (used in ) financing activities 3,909,395 (39,873) ----------- ----------- Net increase (decrease) in cash 2,913,485 (168,620) Cash at beginning of period 644,685 563,327 ----------- ----------- Cash at end of period $ 3,558,170 $ 394,707 =========== =========== Supplemental Disclosures of Cash Flow Information: Cash paid during the period: Income taxes $ -- $ -- =========== =========== Interest $ 566,705 $ 417,677 =========== =========== Supplemental Schedules of Non-Cash Investing and Financial Activities: Dividend made by transfer of investment in 430 Carroll Street Inc. $ 175,224 $ -- =========== =========== See accompanying notes to financial statements. F-4 6 CFI MORTGAGE INC. AND SUBSIDIARY CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY FOR THE SIX MONTHS ENDED JUNE 30, 1997 (Unaudited) Common Stock Additional Retained Paid-In Earnings Shares Amount Capital (Deficit) ----------- ----------- ----------- ----------- Balance at December 31, 1997 7,500 $ 7,500 $ 1,234,673 $ 167,201 Distribution by transferring 40% of stock interest of investment in 430 Carroll Street Inc. to stockholders at March 26, 1997 -- -- -- (175,224) Issuance of common stock on May 30, 1997 as a result of a public offering less expenses of the offering of $1,070,540 1,000,000 10,000 3,919,460 -- Effect on exchange of shares of existing shareholders of CFI Mortgage Corporation for shares of CFI Mortgage Inc. 1,192,500 4,500 (4,500) -- Net Loss for the six months ended June 30, 1997 -- -- -- (579,271) ----------- ----------- ----------- ----------- Balance at June 30, 1997 2,200,000 $ 22,000 $ 5,149,633 ($ 587,294) =========== =========== =========== =========== F-5 7 CFI MORTGAGE INC. AND SUBSIDIARY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 1997 (Unaudited) NOTE 1 - The accompanying financial statements have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. These statements include all adjustments, consisting only of normal recurring accruals, which are, in the opinion of management considered neces- sary for a fair presentation of financial position and results of operations. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. NOTE 2 - The results of operations of CFI Mortgage Inc. and its wholly-owned subsidiary, CFI Mortgage Corporation (collectively the "Company") for the six and three month periods ended June 30, 1997 and 1996 are not necessarily indicative of the results to be expected for the full year. NOTE 3 - On March 26, 1997, a dividend of CFI Mortgage Corporation's ("CFI") undistributed subchapter "S" earnings in the amount of $175,224 was made by the transfer of title of the 40% investment in 430 Carroll Street Inc. to CFI's two stockholders who are the sons of the Chief Executive Officer. NOTE 4 - In 1997, the Company's subsidiary changed its name from CFI Mortgage Corp. to Bankers Direct Mortgage Corporation. F-6 8 ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. General Through its wholly-owned operating subsidiary, CFI Mortgage, Inc. is a rapidly growing mortgage banker engaged in originating, purchasing and selling conventional as well as government-guaranteed, non-conforming and B & C sub-prime loans on one-to-four family residential units through its retail, wholesale and consumer finance divisions. CFI common shares are publicly traded on the NASBAQ small cap market system under the symbol CFIM. Upon the completion of the Company's initial public offering, management quickly proceeded to act upon the initiatives described in the prospectus. In addition, management took steps to capitalize on the opportunities that currently exist in regard to non-conforming production. Substantial efforts have been expended in regard to recruitment of seasoned production management personnel. Production personnel have been added in both retail and wholesale divisions with management and commissioned personnel being added. The natural delay in the origination of applications and the resulting loan closing volume and the recognition of the revenue negatively impacted the second quarter results. Subsequent to the end of the quarter, the Company agreed to acquire the assets of CT Mortgage Corporation, an established non-conforming wholesale lender with offices in Orlando, Tampa and Knoxville, Tennessee. In addition, the Company opened its first Non-Florida retail region with a branch in Boulder, Colorado. A significant result of the public offering was the Company's ability to negotiate a favorable warehouse funding with the execution of a $50,000,000 facility with Bank One, Texas, NA. The facility provides attractive pricing for both conforming and non-conforming products. Support personnel increased with management's decision to implement operational changes to improve secondary market execution, to lower funding costs, and to staff for the expected increases in volume from the production related efforts. Efforts to improve technology to allow for enhanced communication and more effective movement of loan data are underway with completion scheduled for the end of the third quarter. The cost reductions associated with this effort are expected to be realized late in the fourth quarter. Subsequent to the end of the quarter, the Company has established a second wholly-owned subsidiary, Direct Mortgage Partners, Inc., within which the Company will continue the development of the non-conforming production channel with the establishment of Regional Wholesale production offices. The retail franchise will continue to develop under the Bankers Direct Mortgage Corporation subsidiary. The separation of these channels will allow for greater brand recognition. F-7 9 Results of Operations Comparison for The Six Months Ended June 30, 1997 and 1996: Revenues increased $164,000 (4.6%) to $3,728,000 for the six months ended June 30, 1997 compared to $3,564,000 for the comparable prior year period. The increase is due to greater fee income per loan produced. Selling expenses increased $120,000 (7.4%) to $1,744,000 for the six months ended June 30, 1997 compared to $1,624,000 for the comparable prior year period. Commissions and benefits accounted for a significant portion of the increase, which was directly related to the increased revenues. Advertising, telephone, travel and entertainment also contributed to the higher selling expenses. Selling expenses as a percentage of revenues was relatively constant: 46.8% in 1997 and 45.6% in 1996. General and administrative expenses increased $324,000 (18.2%) to $2,108,000 for the six months ended June 30, 1997 compared to $1,784,000 for the comparable prior year period. Salaries and benefits rose over $300,000. The non-commissioned support staff increased from 56 to 91 between June 30, 1996 and June 30, 1997, an increase of 63%. The Company added senior management personnel with experience in the revised operational structure that the Company now utilizes. As a percentage of revenues, general and administrative expenses increased to 56.5% in 1997 from 50.0% in 1996. Interest expense increased $128,000 (30.7%) to $545,000 for the six months ended June 30, 1997 compared to $417,000 for the comparable prior period. The purchase facilities had greater usage during 1997, the average cost of borrowings increased due to the introduction of subprime loans, and the aggregation of loans for a longer period of time by the Company. Management anticipates that the new warehouse facility, as described in the "Liquidity and Capital Resources" section, will provide greatly improved spreads in future months spreads in future months as the facility is utilized. Loss before taxes increased $408,000 (156.3%) to $669,000 for the six months ended June 30, 1997 as compared to $261,000 for the comparable prior year period as a result of the factors discussed above. The second quarter loss was significantly attributable to the increase in general and administrative expenses and interest expense. These costs were impacted by the upfront and ongoing costs of operational changes to improve secondary marketing execution and to lower the cost of borrowings from warehouse banks. The first quarter loss was primarily the result of the seasonality of home sales in Florida. Home sales typically decline in the first quarter of the year due in the part of Florida homestead laws, which reduce a purchaser's taxes results in many home purchasers buying before year end. The increased demand at year end tends to drive up administrative costs in the first quarter. The credit for taxes increased $90,000 due to the Company terminating its S corporation status thereby recording a deferred tax asset of $22,000 and an $68,000 tax benefit from the loss subsequent to the termination. F-8 10 Comparison for The Three Months Ended June 30, 1997 and 1996: Revenues increased $104,000 (5.3%) to $2,052,000 for the three months ended June 30, 1997 compared to $1,948,000 for the comparable prior year period. The increase is due to greater fee income per loan produced, while the number of loans produced remained relatively constant. Selling expenses increased $184,000 (20.7%) to $1,071,000 for the three months ended June 30, 1997 compared to $887,000 for the comparable prior year period. Commissions and benefits accounted for over half of the increase and was related to the increased revenues. The Company also added senior management personnel. Advertising, telephone, travel and entertainment also contributed to the higher selling expenses. Selling expenses as a percentage of revenues increased to 52.2% in 1997 from 45.6% in 1996. General and administrative expenses increased $263,000 (28.2%) to $1,194,000 for the three months ended June 30, 1997 compared to $931,000 for the comparable prior year period. Salaries and benefits rose over $260,000. The non-commissioned support staff increased from 56 to 91 between June 30, 1996 and June 30, 1997, an increase of 63%. The Company added senior management personnel with experience in the revised operational structure that the Company now utilizes. As a percentage of revenues, general and administrative increased to 58.2% in 1997 from 47.8% in 1996. Interest expense increased $117,000 (48.0%) to $361,000 for the three months ended June 30, 1997 compared to $244,000 for the comparable prior period. The purchase facilities had greater usage during 1997, the average cost of borrowings increased due to the introduction of subprime loans, and the aggregation of loans for a longer period of time by the Company. Management anticipates that the new warehouse facility, as described in the "Liquidity and Capital Resources" section, will provide greatly improved spreads in future months as the facility is utilized. Loss before taxes increased $460,000 (403.5%) to $574,000 for the three months ended June 30, 1997 as compared to a loss before taxes of $114,000 for the comparable prior year period as a result of the factors discussed above. The loss was significantly attributable to the increase in general and administrative expenses and interest expense. These costs were impacted by the upfront and ongoing costs of operational changes to improve secondary marketing execution and to lower the cost of borrowings from warehouse banks. The credit for taxes increased $90,000 due to the Company terminating its S corporation status thereby recording a deferred tax asset of $22,000 and a $68,000 tax benefit from the loss subsequent to the termination. F-9 11 Financial Condition June 30, 1997 Compared to December 31, 1996: Cash in banks, net of overdrafts, increased $3,075,000 to $3,334,000 at June 30, 1997 from $259,000 at December 31, 1996. The net cash proceeds from the offering were $4,049,000 including the $120,000 refund of deferred offering costs previously paid by the Company in 1996. Capital expenditures for property and equipment during this period were $335,000. These additions related to the purchase of computer technology and the expansion of the retail division. Accounts payable and other current liabilities increased $243,000 (53.3%) to $699,000 at June 30, 1997 from $456,000 at December 31, 1996. The principal increases were for accounts payable and accruals related to fee income and payroll. Liquidity and Capital Resources Currently, the Company's cash requirements include the funding of (i) mortgage originations and purchases pending their sale, (ii) ongoing administrative and other operating expenses, and (iii) new retail locations. The Company has relied upon a few lenders to provide the primary credit facilities for its loan originations and purchases. At June 30, 1997, the Company has aggregate lines of credit of $21,000,000 from five financial institutions ranging from $2,000,000 to $8,000,000. The utilized and outstanding portions of the lines of credit at June 30, 1997 were $12,436,000, the largest of which is $7,923,000. The Company was also $436,000 over its $2,000,000 line of credit with a bank. (The overage was corrected subsequent to June 30th.) At June 30, 1997, the unused purchase facilities aggregated $9,000,000 with interest rates ranging from 9.5% to the rate on the purchased loan. On June 30, 1997, CFI entered into another credit agreement with a financial institution for a $50,000,000 line of credit to finance mortgage originations and purchases. The line is collateralized by mortgage loans held for sale by the Company. Management anticipates that this new warehouse facility will provide greatly improved spreads in future months as the facility is utilized. For the six months ended June 30, 1997, cash used in operating activities was $601,000, which corresponds to the $579,000 net loss for the period. The loss was financed by the Offering proceeds and the use of purchase facilities. The cash proceeds from the Offering have been $4,049,000 and will be used (i) to fund mortgage loans, (ii) to expand the Company's retail, subprime, and consumer finance division, (iii) for marketing services and (iv) to purchase new technology and infrastructure. The Company anticipates that the cash proceeds from the Offering, together with funds available under its purchase agreements, will be sufficient to fund its operations for the next twelve months if the Company's future operations are consistent with management's expectations. The Company may need additional financing thereafter. There can be no assurance that the Company will be able to obtain financing on a favorable or timely basis. The type, timing and terms of financing selected by the Company will depend on its cash needs, the availability of other financing sources and the prevailing conditions in the financial markets. F-10 12 Liquidity and Capital Resources (Continued) For the six months ended June 30, 1996, cash used in operating activities was $62,000. This deficit was financed by cash on hand and an increase in accounts payable of $191,000. The mortgage banking industry is generally subject to seasonal trends. These trends reflect the general pattern of resales of homes, which sales typically peak during the spring and summer seasons and decline from January through March. In addition, the primary home market in Florida tends to increase during the fourth quarter, while the second home market increases from October through April. Refinancing tends to be less seasonal and more closely related to changes in interest rates. Risk Factors Except for historical information contained herein, certain matters discussed in this Form 10-QSB are "forward-looking statements" as defined in the Private Securities Litigation Reform Act (PSLRA) of 1995, which involve risk and uncertainties that exist in the Company's operations and business environment, and are subject to changes based on various important factors. The Company wishes to take advantage of the "safe harbor" provisions of the PSLRA by cautioning readers that numerous important factors discussed below, among others, in some cases have caused, and in the future could cause the Company's actual results to differ materially from those expressed in any forward-looking statements made by, or on behalf of, the Company. The following include some, but not all, of the factors or uncertainties that could cause actual results to differ from projections: - A general economic slowdown. - The unanticipated expenses of assimilating newly-acquired business into the Company's business structure; as well as, the impact of unusual expenses from ongoing evaluations of business strategies, asset valuations, acquisitions, divestitures and organizational structures. - Unpredictable delays or difficulties in the development of new product programs. - Rapid or unforeseen escalation of the cost of regulatory compliance and/or litigation, including but not limited to, environmental compliance, licenses, adoption of new, or changes in accounting policies and practices and the application of such policies and practices. - The effects of changes in monetary and fiscal policies, laws and regulations, other activities of governments, agencies and similar organization, and social and economic conditions, unforeseen inflationary pressures and monetary fluctuation; the ability or inability of the Company to hedge against fluctuations in interest rates. - The ability or inability of the Company to continue its current practices relating to mortgage loans held for sale. - Increased competition within the Company's markets. The Company believes that it has the product offerings, facilities, personnel and competitive and financial resources for continued business success. However, future revenues, costs, margins and profits are all influenced by a number of factors, as discussed above. F-11 13 PART II - OTHER INFORMATION Item 1. LEGAL PROCEEDINGS Not applicable. Item 2. CHANGES IN SECURITIES Not applicable. Item 3. DEFAULTS UPON SENIOR SECURITIES Not applicable. Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Not applicable. Item 5. OTHER INFORMATION Not applicable. Item 6. EXHIBITS AND REPORTS ON FORM 8-K 27 Financial Data Schedule. F-12 14 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CFI Mortgage Inc. ------------------------------------------ (Registrant) Date: August 19, 1997 /s/Vincent C. Castoro ------------------------------------------ Vincent C. Castoro Chief Executive Officer Date: August 19, 1997 /s/Vincent J. Castoro ------------------------------------------ Vincent J. Castoro President F-13