1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 This report also includes the Registrant's Use of Proceeds
Report Pursuant to Sections 229.701(f).
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1998.
OR
[_] Transition pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
COMMISSION FILE NUMBER 0-23381
BINGHAM FINANCIAL SERVICES CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Michigan 38-3313951
(State of Incorporation) (I.R.S. Employer Identification No.)
31700 Middlebelt Road
Suite 125
Farmington Hills, Michigan 48334
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (248) 932-9656
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 [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:
1,576,818 shares of Common Stock, no par value as of July 31, 1998
Page 1 of 15
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BINGHAM FINANCIAL SERVICES CORPORATION
INDEX
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PAGES
PART I
Item 1. Financial Statements:
Consolidated Balance Sheets as of June 30, 1998 and
September 30, 1997 3
Consolidated Statements of Income for the Three
Months and Periods Ended June 30, 1998 and 1997 4
Consolidated Statements of Cash Flows for the Nine
Months and Periods Ended June 30, 1998 and 1997 5
Consolidated Statements of Changes in Stockholders'
Equity for the Nine Months Ended June 30, 1998 6
Notes to Consolidated Financial Statements 7-8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9-11
PART II
Item 5. Other Events 12
Item 6 (a) Exhibits Required by Item 601 of
Regulation S-K 12
Item 6 (b) Reports on Form 8-K 12
Item 701 (f) Use of Proceeds 12-13
Signatures 14
Exhibit Index 15
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BINGHAM FINANCIAL SERVICES CORPORATION
CONSOLIDATED BALANCE SHEETS
JUNE 30, 1998 AND SEPTEMBER 30, 1997
------
JUNE 30 SEPT 30
ASSETS 1998 1997
----------- -----------
Cash and cash equivalents $ 2,147,100 $ --
Restricted cash 1,201,300 --
Mortgage loans receivable 28,398,800 --
Installment contracts receivable, net 26,562,800 9,541,100
Servicing asset 226,900 --
Other assets 2,220,600 111,100
----------- -----------
Total assets $60,757,500 $ 9,652,200
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Advances by mortgagors $ 1,188,700 $ --
Accounts payable and accrued expenses 979,700 14,800
Servicing liability 113,900 --
Advances under repurchase agreements 24,364,900
Subordinated debt, net of debt discount
of $529,500 3,470,500 --
Notes payable - Sun Communities 15,624,100 9,747,500
----------- -----------
Total liabilities 45,741,800 9,762,300
----------- -----------
Minority Interest 302,200 --
----------- -----------
Stockholders' equity (deficiency):
Preferred stock, no par value, 10,000,000 shares
authorized; no shares issued and outstanding -- --
Common stock, no par value, 10,000,000 shares
authorized; 1,576,818 and 100 shares issued
and outstanding at June and Sept, respectively 13,616,500 100
Paid-in capital 630,100 --
Retained earnings (deficit) 466,900 (110,200)
----------- -----------
Total stockholders' equity (deficiency) 14,713,500 (110,100)
----------- -----------
Total liabilities and stockholders'
equity (deficiency) $60,757,500 $ 9,652,200
=========== ===========
The accompanying notes are an integral part of the financial statements.
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BINGHAM FINANCIAL SERVICES CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS AND PERIODS ENDED JUNE 30, 1998 AND 1997
------
Three Months Nine Months Period
Ended June 30, Ended January 2, to
1998 1997 June 30,1998 June 30, 1997
---------- --------- ------------ -------------
Revenues:
Interest income - installment contracts $ 818,800 $ 112,000 $1,534,900 $ 122,000
Mortgage origination and servicing fees 972,800 -- 1,112,300 --
Sale of mortgage servicing rights 324,600 -- 324,600 --
Other income 69,900 100 160,900 100
---------- --------- ---------- ---------
Total revenues $2,186,100 $ 112,100 $3,132,700 $ 122,100
========== ========= ========== =========
Costs and expenses:
Interest expense 405,300 69,700 691,700 85,200
Provision for credit losses 41,500 22,800 92,000 31,500
General and administrative 463,200 21,400 791,600 62,800
Other operating expenses 616,200 1,000 683,400 7,800
---------- --------- ---------- ---------
Total costs and expenses 1,526,200 114,900 2,258,700 187,300
---------- --------- ---------- ---------
Income before taxes 659,900 (2,800) 874,000 (65,200)
Provision for income taxes 224,800 -- 296,900 --
---------- --------- ---------- ---------
Net income $ 435,100 $ (2,800) $ 577,100 $ (65,200)
========== ========= ========== =========
Weighted average common shares outstanding 1,576,818 100 1,170,451 100
========== ========= ========== =========
Weighted average common shares outstanding,
fully diluted 1,948,082 100 1,404,074 100
========== ========= ========== =========
Earnings per share:
Basic $ 0.28 $ (28) $ 0.49 $ (652)
========== ========= ========== =========
Fully diluted $ 0.22 $ (28) $ 0.41 $ (652)
========== ========= ========== =========
The accompanying notes are an integral part of the financial statements.
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BINGHAM FINANCIAL SERVICES CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS AND PERIOD ENDED JUNE 30, 1998 AND 1997
------
Nine Months Period
Ended January 2 to
June 30, 1998 June 30, 1997
---------------- ---------------
Cash flows from operating activities:
Net income $ 577,100 $ (65,200)
Adjustments to reconcile net income to net
cash provided by operating activities:
Provision for credit losses 77,900 31,500
Depreciation and amortization 155,900 9,400
Gain on sale of investment securities (13,500) --
Increase in net servicing rights (113,000) --
Increase in other assets (2,276,000) (179,400)
Increase in other liabilities 1,666,700 220,500
---------------- ----------------
Net cash provided by operating activities 75,100 16,800
---------------- ----------------
Cash flows from investing activities:
Mortgage loans receivable originated (28,398,800) --
Installment contracts receivable originated (18,373,100) (5,372,600)
Collections on installment contracts receivable 1,341,700 98,500
Proceeds from the sale of investment securities 71,000 (7,700)
Capital expenditures (27,300) --
---------------- ----------------
Net cash used in investing activities (45,386,500) (5,281,800)
---------------- -----------------
Cash flows from financing activities:
Issuance of common stock 13,616,500 100
Issuance of subordinated debt, including discount 4,000,000 --
Advances under repurchase agreements 24,364,900 --
Advances on notes payable, Sun Communities 15,224,600 5,264,900
Repayment of notes payable, Sun Communities (9,747,500) --
---------------- ----------------
Net cash used in financing activities 47,458,500 5,265,000
---------------- ----------------
Net change in cash and cash equivalents 2,147,100 --
Cash and cash equivalents, beginning of period -- --
---------------- ----------------
Cash and cash equivalents, end of period $ 2,147,100 $ --
================ ================
The accompanying notes are an integral part of the financial statements
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BINGHAM FINANCIAL SERVICES CORPORATION
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
FOR THE NINE MONTHS ENDED JUNE 30, 1998
------
TOTAL
COMMON PAID-IN RETAINED STOCKHOLDER'S
STOCK CAPITAL EARNINGS EQUITY
--------------- ------------- -------------- -------------
Balance, October 1, 1997 $ 100 $ (110,200) $ (110,100)
Issuance of 1,295,000 shares
of common stock 11,582,800 11,582,800
Issuance of 281,818 shares of
common stock in conjunction
with acquisition 2,033,600 2,033,600
Issuance of 400,000 warrants
with subordinated debt $ 577,000 577,000
Option amortization 53,100 53,100
Net income 577,100 577,100
-------------- ------------- -------------- --------------
Balance, June 30, 1998 $ 13,616,500 $ 630,100 $ 466,900 $ 14,713,500
=============== ============= ============== ===============
The accompanying notes are an integral part of the financial statements
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BINGHAM FINANCIAL SERVICES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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1. BASIS OF PRESENTATION:
These unaudited condensed consolidated financial statements of Bingham
Financial Services Corporation, a Michigan corporation (the "Company"), have
been prepared pursuant to the Securities and Exchange Commission ("SEC")
rules and regulations and should be read in conjunction with the Prospectus
dated November 13, 1997, and related information provided in conjunction with
the Company's initial public offering. The following notes to financial
statements present interim disclosures as required by the SEC. The
accompanying financial statements reflect, in the opinion of management, all
adjustments necessary for a fair presentation of the interim financial
statements. All such adjustments are of a normal and recurring nature.
For purposes of income statement and cash flow comparison, the Company does
not have a period covering the nine months ended June 30, 1997. Information
presented covers the period from January 2, 1997 (date of inception) through
June 30, 1997. Earnings per share information for the periods ending June 30,
1997 is based on the 100 shares issued for initial capitalization. The
Company's initial public offering of common stock did not take place until
the quarter ended December 31, 1997.
2. FORMATION AND ORGANIZATION:
The Company commenced operations in January, 1997, for the primary purpose of
originating loans on manufactured homes in communities owned by Sun
Communities, Inc. ("Sun"). During the three months ended December 31, 1997,
the Company issued 1,270,000 shares of common stock in an initial public
offering at $10 per share and 25,000 shares of common stock to Sun in a
private sale at $10 per share. Aggregate equity capital raised including
shares purchased by Sun and in conjunction with the exercise of the
underwriters over allotment option approximated net proceeds of $11.6
million.
At the time of the public offering the Company also issued $4.0 million
of subordinated debt to Sun which has a seven-year term and an annual
interest rate of 9.75%. The Company may also borrow up to $6.0 million of
additional subordinated debt on a revolving basis through 2002. In
connection therewith, Sun received 400,000 warrants to purchase stock of the
Company at $10 per share for seven years.
3. RECENT ACCOUNTING PRONOUNCEMENTS:
In June 1997, the Financial Accounting Standards Board (the "FASB") issued
SFAS No. 130 "Reporting Comprehensive Income" ("SFAS 130") which is effective
for fiscal years beginning after December 15, 1997. SFAS 130 establishes
standards for reporting comprehensive income and its components in a full set
of general-purpose financial statements. SFAS 130 requires that all
components of comprehensive income be reported in a financial statement that
is displayed with the same prominence as other financial statements. The
adoption of this standard will not have an impact on the Company's financial
position or results of operations.
In June 1997, the FASB issued SFAS No. 131 "Disclosures about Segments of an
Enterprise and Related Information" ("SFAS 131") which is effective for
fiscal years beginning after December 15, 1997. SFAS 131 establishes
standards for reporting information about operating segments in annual
financial statements and in interim financial reports. It also establishes
standards for related disclosures about products and services, geographic
areas and major customers. The adoption of this standard will not have an
impact on the Company's financial position or results of operations.
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BINGHAM FINANCIAL SERVICES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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4. INSTALLMENT CONTRACTS/COMMERCIAL MORTGAGES RECEIVABLE:
During the quarter, the Company originated net installment contracts
receivable approximating $7,132,000. The balance of installment contracts
receivable at June 30, 1998, is net of a provision for credit losses. At
June 30, 1998, 1.10% of installment contracts were 60 or more days
delinquent and 11 loans had been foreclosed.
New loans originated by Bloomfield Acceptance, the Company's commercial
lending subsidiary, for the quarter ended totaled $154 million. Commercial
mortgage loans receivable at June 30, 1998 were approximately $28 million.
5. ACQUISITIONS:
In March 1998, the Company acquired 100% of the outstanding stock of
Bloomfield Acceptance Company, L.L.C. ("BAC") and Bloomfield Servicing
Company, L.L.C. ("BSC") for 281,818 shares of the Company's common stock
valued at $2.1 million. BAC is engaged in the business of the origination of
mortgages and real estate lending. Loans originated by BAC primarily consist
of fixed rate loans secured by mortgages on commercial property. BSC was
formed to service the loans originated by BAC and others.
In addition to the shares of common stock issued to the shareholders of BAC
and BSC additional consideration of up to $500,000, in the form of the
Company's common stock, will be paid to the shareholders subject to the
performance of the merged entities over the two year period following the
date of merger.
The excess of the purchase price over the book value of the net assets
acquired for BAC and BSC has been allocated to the tangible and intangible
assets based on the Company's estimate of the fair market value of the net
assets acquired.
6. EARNINGS PER SHARE:
Three Months Nine Months
Ended Ended
June 30, 1998 June 30, 1998
------------- -------------
Earnings used for basic and diluted earnings per
share calculation $ 435,100 $ 577,100
========== ==========
Total shares used for basic earnings per share 1,576,818 1,170,451
Dilutive securities:
Stock options 47,597 28,422
Warrants 323,667 205,201
---------- ----------
371,264 233,623
---------- ----------
Total shares used for diluted earnings per share
calculation 1,948,082 1,404,074
========== ==========
7. YEAR 2000 COMPLIANCE:
Bingham is currently in the process of evaluating its information technology
infrastructure for year 2000 compliance. The Company does not expect that the
cost to modify its information technology infrastructure to be year 2000
compliant will be material to its financial condition or results of
operations. The Company does not anticipate any material disruption in its
operations as a result of any failure by the Company to be in compliance.
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BINGHAM FINANCIAL SERVICES CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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OVERVIEW
The Company commenced operations in January, 1997, for the primary purpose of
originating loans on manufactured homes "Contracts" located within the
communities owned by Sun. The Company expects to extend its business to include
the sale of insurance products, other installment loans or engage in other
related businesses in the future through the initiation of new businesses or
through acquisitions of existing businesses.
The following should be read in conjunction with the financial statements and
the notes thereto.
RESULTS OF OPERATIONS
For the three months ended June 30, 1998
During the three month period, the Company earned a profit of $659,900 before
income taxes on revenues of $2,186,100 and expenses of $1,526,200. The primary
components of revenue were mortgage origination and servicing fees of $972,800.
Interest income of $818,800 was earned on the Company's portfolio of
manufactured home contracts which had a balance of $26,562,800 and the
Company's portfolio of commercial mortgages that had a balance of $28,398,800
at June 30, 1998.
The principal components of expense were interest of $405,300 and general and
administrative expenses of $463,200. Credit losses of $41,500 were reserved at
the annual rate of .75% of the average loan balances.
It is the intention of the Company to generate larger business volume from the
Sun portfolio as well as from the portfolios of other community owners.
LIQUIDITY AND CAPITAL RESOURCES
The Company completed an initial public offering of 1,270,000 shares of common
stock and sold 25,000 shares of common stock to Sun in a private transaction
during the three months ended December 31, 1997 resulting in net proceeds of
approximately $11.6 million. This was used to repay advances from Sun and to
provide working capital for additional loans. Sun has provided a Subordinated
Debt facility, consisting of a $4 million term loan and a five-year revolving
line of credit up to $6 million. Sun has also provided an additional $12 million
revolving line of credit payable upon demand with an annual interest rate equal
to "LIBOR" plus 140 basis points.
In March of 1998 the Company's commercial mortgage subsidiary entered into a
one year master repurchase agreement with a lender to finance up to $150
million of fixed rate commercial loans secured by real estate. As of June 30,
1998, approximately $24.4 million of borrowings were outstanding under this
facility. Outstanding borrowings under this master repurchase agreement are
secured by commercial mortgage loans.
The Company expects to meet its short term liquidity requirements through
working capital provided by operating activities and proceeds under a warehouse
line of credit which is currently being negotiated. The Company expects to meet
its long term liquidity requirements through additional equity offerings, draws
on its revolving lines of credit of $18 million, advances under repurchase
agreements, and possible future periodic securitizations of its loan portfolio.
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BINGHAM FINANCIAL SERVICES CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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INSTALLMENT CONTRACT PORTFOLIO
At June 30, 1998, the average loan balance was approximately $29,000 and had a
weighted average interest rate of approximately 10.8%. The Company is currently
operating with an annual loan loss reserve of 0.75%. As of June 30, 1998, the
Company had 12 contracts that were delinquent over 60 days. Contracts past due
30-60 days totaled $388,000 or 1.50% of the outstanding Contracts receivable.
The Company sends a notice of default after 30 days and sends a final demand
letter after 60 days. If the loan is not brought current pursuant to the terms
of the demand letter, the Company commences collection and repossession
procedures. To the extent that the repossession and resale of the collateral
results in a loss, the reserve account will be charged. If the Company
experiences losses in excess of its loan loss reserve it will incur additional
charges to the reserve account which would adversely affect its profitability.
All loans made by the Company are fully amortizing and provide for equal payment
over the term of the Contract (typically 5 to 25 years). The portions of such
payments allocable to principal and interest are for payoff and deficiency
purposes, determined in accordance with the terms of the Contract. The following
table sets forth, at the date shown, the average loan balance, weighted average
loan yield and weighted average initial term.
June 30, 1998
---------------
Outstanding Contract Receivable $ 26,325,000
Total Number of Contracts Outstanding 922
Average Loan Balance $ 29,000
Weighted Average Loan Yield 10.8%
Weighted Average Initial Term 22.5 years
The contracts are secured by manufactured homes, which range in age from 1963 to
1998, with approximately 56% of the manufactured homes built since 1996. As of
June 30, 1998, the Company's Contracts in its portfolio were concentrated in
Michigan (41%), Indiana (24%), Texas (11%) and Florida (10%). The following
table sets forth the number and value of loans for various terms, as of June 30,
1998.
Term of Loan Number of Loans Value of Loans
------------ --------------- -----------------
5 or less 28 $ 232,700
6-10 84 989,100
11-12 7 120,100
13-15 119 2,107,900
16-20 225 6,054,300
21-25 450 16,423,000
26-30 9 397,900
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BINGHAM FINANCIAL SERVICES CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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CREDIT LOSS AND FORECLOSURE EXPERIENCE
The Company's profitability depends in large part upon its ability to
effectively monitor and control credit losses. The Company provides for a
reserve for credit losses at an annual rate of 0.75% of installment contract
receivable balances. To the extent the Company experiences loss rates or
foreclosure rates in excess of those estimated, the Company may experience an
adverse material effect.
CAPITALIZED MORTGAGE SERVICING RIGHTS
The Company records a separate asset or liability representing the right or
obligation, respectively to service loans for others. A servicing asset is
determined by allocating the loans previous carrying amount between the
servicing asset and the loans that were sold, based on their relative fair
values at the date of sale. Servicing liabilities are recorded at their fair
value as a reduction of the sale proceeds. The fair value of the servicing
assets and liabilities is based on an analysis of discounted cash flows that
incorporates estimates of market servicing costs, projected ancillary servicing
revenue, projected prepayment rates and market profit margins.
Mortgage servicing rights are periodically assessed for impairment based on the
fair value of those rights calculated on a discounted basis. This assessment is
performed on a disaggregate basis, stratified by mortgage type and term.
Identified impairments are recognized through a valuation allowance. No
valuation allowance was necessary at June 30, 1998.
Changes in capitalized mortgage servicing rights are summarized as follows:
Balance at March 31, 1998, net $ 601,700
Additional servicing liabilities, net (11,800)
Amortization (8,700)
Sales (468,200)
-------------
Balance at June 30, 1998, net $ 113,000
=============
IMPACT OF INFLATION
Increases in the inflation rate generally result in increased interest rates and
increases in the Company's operating expenses. As the Company expects to borrow
funds at variable rates, increased interest rates will increase the borrowing
costs of the Company, and such increased borrowing costs may not be offset by
increases in the rates of the Company's Contracts.
SEASONALITY
Higher sales of manufactured homes during the Spring and Summer seasons result
in a greater volume of new Contracts during those periods.
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BINGHAM FINANCIAL SERVICES CORPORATION
PART II
ITEM 5. - OTHER EVENTS
On March 18, 1998 the Board of Directors of Bingham Financial Services
Corporation resolved to increase the size of the board from six to eight
members. The Board further resolved to fill the vacancies created by the
appointment of Daniel E. Bober and Creighton J. Weber as directors.
ITEM 6.(A) - EXHIBITS REQUIRED BY ITEM 601 OF REGULATION S-K
EXHIBIT NO. DESCRIPTION
----------- -----------
27 Financial Data Schedule
ITEM 6.(B) - REPORTS ON FORM 8-K
The Company filed a report on Form 8-K, dated March 5, 1998, reporting the
acquisition of Bloomfield Acceptance Company, L.L.C., and Bloomfield Servicing
Company, L.L.C. for 281,818 shares of the Company's common stock. As disclosed
in the Form 8-K, financial statements were not included in the initial report
and were filed by an amendment to the Form 8-K on May 12, 1998.
ITEM 701.
(f) USE OF PROCEEDS
1. The effective date of the Securities Act registration
statement for Bingham Financial Services Corporation is
November 12, 1997. The Commission file number is 0-23381.
2. The offering of the shares of common stock of Bingham
commenced on November 13, 1997.
3. The offering did not terminate before any securities were
sold.
4. (i) Pursuant to the Underwriting Agreement, the underwriters
were granted an option to purchase the optional shares within
30 days of the date of the Underwriting Agreement. On
December 12, 1997, the underwriters exercised the option to
purchase the optional shares with respect to 70,000 shares of
common stock of Bingham. All the securities registered were
sold prior to the termination of the offering.
(ii) The managing underwriter is Roney & Co., L.L.C., One
Griswold, Detroit, Michigan 48226.
(iii) Common stock, no par value was registered.
(iv) 1,270,000 shares of common stock were registered and
sold for an aggregate offering price of $12,700,000.
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BINGHAM FINANCIAL SERVICES CORPORATION
ITEM 701.
(f) USE OF PROCEEDS, CONTINUED
(v) Underwriting discounts and commissions: $ 859,000
Attorneys' Fees: 219,000
Printing Costs: 99,800
Accounting Fees: 100,000
Miscellaneous: 80,200
-------------
$ 1,358,000
=============
(B) These payments were direct or indirect payments to
others.
(vi) Net Offering Proceeds = $11,342,000
(vii) Repayment of Demand Note to Sun Communities, Inc.:
$9,747,500. The remaining $1,586,700 will be used for
funding loans and working capital.
(A) Sun Communities, Inc. is an affiliate of the issuer.
(viii)The amount of proceeds used to repay the Demand Note to Sun
Communities, Inc. is greater than the amount that was
indicated in the Prospectus, as the Company continued to
draw funds from June 30, 1997 to September 30, 1997 to
provide the Company with working capital.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: August 10, 1998
BINGHAM FINANCIAL SERVICES CORPORATION
BY: /s/ Jeffrey P. Jorissen
-------------------------------------------
Jeffrey P. Jorissen, President, Chief
Executive Officer, Chief Financial Officer
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EXHIBIT INDEX
PAGE
FILED NUMBER
EXHIBIT NO. DESCRIPTION HEREWITH HEREIN
27 Financial Data Schedule X
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