UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 2001
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File No. 0-25803
AMERICA'S SENIOR FINANCIAL SERVICES, INC.
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(Exact name of small business issuer as specified in its charter)
Florida 65-0181535
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
9501 N.E. 2nd Avenue
Miami Shores, FL 33138
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(Address of principal executive offices)
(305) 751-3232
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(Registrant's telephone number, including area code)
15544 N.W 77th Court
Miami Lakes, Fl. 33016
(305) 828-2599
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(Former Address 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
Number of shares outstanding of each of the issuer's classes of common equity:
As of September 30, 2001, the Company had a total of 13,143,428 shares of
Common Stock, par value $.001 per share (the "Common Stock"), outstanding.
Transitional Small Business Disclosure Format: Yes [ ] No [ X ]
AMERICA'S SENIOR FINANCIAL SERVICES, INC.
FORM 10-QSB
QUARTER ENDED SEPTEMBER 30, 2001
INDEX
PAGE NO.
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PART I
Item 1. Financial Statements 3-6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 7-12
PART II
Item 1. Legal Proceedings 14
Item 2. Changes in Securities 14
Item 6. Exhibits and Reports on Form 8-K 14
SIGNATURES 15
2
PART 1
Item 1. FINANCIAL STATEMENTS
AMERICA'S SENIOR FINANCIAL SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
ASSETS 30-Sept.-01 31-Dec-00
(Unaudited)
CURRENT ASSETS:
Cash and cash equivalents $ 1,142,276 $ 463,079
Brokerage fees receivable 282,064 289,891
Employee advances 17,005 1,300
Mortgage loans held for sale 3,952,648 3,976,845
Prepaid expenses 322,765 346,561
TOTAL CURRENT ASSETS 5,716,758 5,077,676
PROPERTY AND EQUIPMENT, net 313,563 368,558
OTHER ASSETS
Goodwill, net 4,645,534 4,838,953
Notes receivable 250,000 250,000
Other assets 70,420 73,585
TOTAL OTHER ASSETS 4,965,954 5,162,538
TOTAL $10,996,275 $10,608,772
LIABILITIES AND STOCKHOLDERS EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt
and capital lease obligations $ 5,878 $ 44,471
Lines of credit 634,137 149,091
Warehouse lines of credit 3,910,261 3,961,286
Accounts payable 529,640 648,415
Accrued liabilities 1,468,250 1,026,085
TOTAL CURRENT LIABILITIES 6,548,166 5,829,348
CAPITAL LEASE OBLIGATIONS, less current portion 43,785 32,600
LONG TERM DEBT, convertible debentures - - 1,136,000
STOCKHOLDERS EQUITY:
Preferred stock, $0.001 par value; 10,000,000 shares
Authorized, 4,118,003 shares issued and outstanding 5,034,669
at September 30,2001 and 4,118,003 at
December 31, 2000. 5,035 4,118
Common stock, $0.001 par value; 25,000,000 shares
Authorized, shares issued and outstanding, 13,143,428 at
September 30,2001 9,406,326 at December 31, 2000. 13,143 9,406
Additional paid in capital 15,040,770 14,086,285
Retained earnings (deficit) (10,575,660) (8,312,289)
Income Year to Date (78,964) (2,176,696)
TOTAL STOCKHOLDERS' EQUITY 4,404,324 3,610,824
TOTAL $ 10,996,275$10,608,772
See notes to consolidated financial statements
3
AMERICA'S SENIOR FINANCIAL SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED INCOME STATMENTS
(UNAUDITED)
THREE MONTHS NINE MONTHS
ENDED SEPT 31, ENDED SEPT 30,
2001 2000 2001 2000
REVENUES $1,945,249 $1,516,140 $5,686,121 $4,922,941
EXPENSES:
Payroll and related expense 1,561,174 1,130,873 4,240,100 3,649,222
Admin, processing,
and occupancy 540,640 611,575 1,524,438 2,418,650
Depreciation 21,120 21,802 63,358 65,404
Goodwill amortization 64,473 64,472 193,419 193,416
Acquisitions, mergers and
investment related expense 256,186 658,657
TOTAL EXPENSES 2,443,593 1,828,722 6,679,972 6,326,692
LOSS FROM OPERATIONS (498,344) (312,582) (993,851) (1,403,751)
OTHER
Interest Income
Interest expense 36,278 22,082 71,803 64,067
Total other, net 32,278 22,082 71,803 64,067
INCOME/(LOSS) BEFORE EXTRAORDINARY ITEMS
AND INCOME TAXES (534,622) (334,664) (1,065,654) (1,467,818)
EXTRAORDINARY ITEMS
Gain on settlement of Debenture
(No applicable income tax) 986,690
PROVISION FOR INCOME TAXES - - _ - -
NET INCOME/(LOSS) (534,622) (334,664) (78,964) (1,467,818)
INCOME/(LOSS) PER COMMON SHARE:
Basic $ (0.042) $ (0.037) $ (0.007) $ (0.164)
Diluted $ (0.042) $ (0.037) $ (0.007) $ (0.164)
Weighted average common
shares outstanding 12,824,428 9,110,208 11,966,448 8,974,352
See notes to consolidated financial statements
4
AMERICA'S SENIOR FINANCIAL SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
NINE MONTHS
ENDED SEPT 30,
CASH FLOWS FROM OPERATING ACTIVITIES 2001 2000
Net Income / (Loss) $(78,964) $ (1,467,818)
Adjustments to reconcile net income / (loss) to net cash
Provided by (used in) operating activities:
Depreciation and amortization 256,777 258,820
Extraordinary item settlement of
Debenture (986,690)
Common stock issued for services 842,460 202,244
Common stock issued for deposits 25,000
Changes in certain assets and liabilities:
Brokerage fee receivable 7,623 31,604
Employee advances (15,705) 6,940
Prepaid expenses 23,796 (72,155)
Other current assets and liabilities 3,371 68,690
Accounts payable 96,808 348,591
Accrued liabilities 192,246 (169,802)
NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES 341,722 (767,886)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase / Sale of property and equip (8,363) (6,024)
Acquisition expenditures, net of
cash required - 460,219
Increase in Mortgage loans (120) (1,238,885)
NET CASH USED IN INVESTING ACTIVITIES (8,483) (784,690)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock.
, net 30,000 187,292
Other capital contributions - (807)
Net borrowings under line of credit 485,047 987,637
Due from shareholder - 20,734
Change in long-term debt (169,089) 10,099
NET CASH PROVIDED BY
FINANCING ACTIVITIES 345,958 1,204,955
NET INCREASE /(DECREASE) IN CASH AND CASH
EQUIVALENTS 679,197 (347,621)
CASH AND CASH EQUIVALENTS,
beginning of period 463,079 402,373
CASH AND CASH EQUIVALENTS,
end of period $1,142,276 54,752
See notes to consolidated financial statements
5
AMERICA'S SENIOR FINANCIAL SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
(continued)
NINE MONTHS
ENDED SEPT. 30,
2001 2000
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid in cash during the period $ 70,806 $ 48,601
Income taxes paid in cash during the period - -
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
During the first quarter 2001, the Company recognized $20,400 of expense
related to the vesting of restricted stock issued to employees.
During the first quarter 2001, the Company issued 1,313,800 shares valued at
$307,683 for services.
During the first quarter 2001, the Company issued 1,375,000 shares valued at
$171,875 for settlement of the debenture lawsuit. This included shares for
professional assistance in settlement of this lawsuit.
During the second quarter 2001, the Company issued 990,000 shares valued at
$106,450 for services.
During the second quarter 2001, the Company issued 110,000 shares for
employee retention.
During the third quarter 2001, the Company issued 619,000 shares valued at
$158,480 for services.
During the third quarter 2001, the Company cancelled 300,000 shares valued at
$48,000 previously issued in the second quarter.
6
Note 1, Basis of Presentation
The unaudited, condensed, consolidated financial statements included
herein, commencing at page 3, have been prepared in accordance with the
requirements of Regulation S-B and supplementary financial information
included herein, if any, has been prepared in accordance with Item 310(b) of
Regulation S-B and, therefore, omit or condense certain footnotes and other
information normally included in financial statements prepared in accordance
with generally accepted accounting principles. In the opinion of management,
all adjustments (consisting only of normal recurring accruals) necessary for a
fair presentation of the financial information for the interim periods reported
have been made. Results of operations for the nine months ended September 30,
2001 are not necessarily indicative of the results that may be expected for the
year ending December 31, 2001. These financial statements should be read in
conjunction with the Company's Form 10-KSB, as filed with the Securities and
Exchange Commission on April 13, 2001.
Note 2, Gain / Loss Per Share
The Company follows the provisions of SFAS No. 128, "Earnings Per
Share," which requires presentation of basic earnings per share including only
outstanding common stock, and diluted earnings per share including the effect
of dilutive common stock equivalents. The Company's basic and diluted income or
losses per share for all periods presented are the same since the Company's
convertible debentures, stock options, and warrants are anti-dilutive.
Earnings per share from continuing operations equated to (0.042) for the period
ending September 30, 2001. Year to date earnings per share from continuing
operations equated to (0.089) Earnings per share for the extraordinary item of
the debenture settlement equated to 0.082. For the year 2001 to date, total
earnings per share are (.007) cents.
Note 3, Income Taxes
The Company follows the provisions of SFAS No. 109, "Accounting for Income
Taxes." In accordance with this statement, the Company records a valuation
allowance so that the deferred tax asset balance reflects the
estimated amount of deferred tax assets that may be realized. Therefore, the
deferred tax assets generated by the net losses in the periods presented have
been offset in their entirety by a deferred tax asset valuation allowance.
7
Note 4, Convertible Debentures
In May 1999, the Company entered into a Securities Purchase Agreement,
pursuant to which the Company issued $2,500,000 of 3% convertible debentures,
which if still outstanding, would have been due on May 6, 2002, and common
stock purchase warrants for 34,383 shares at $8.70 per share, which expire May
31, 2004. The Securities Purchase Agreement, among other terms, allowed the
Company to require the buyer to purchase additional convertible debentures up
to $7,500,000, if certain criteria were met with regard to the trading prices
and activity of the Company's common stock. These criteria were not met. The
holder of the debentures had the option to take the interest due them in either
cash or Company common stock. The debentures were convertible into common stock
at the option of the holder, and were converted at a price of the lower of (a)
$8.70 per share, or (b) 85% of the average closing bid price for the common
stock for 5 of the 20 trading days ending immediately before the conversion. At
the time the Company entered into this agreement the debentures would be
convertible at $6.16 per share of the Company's common stock. The Company and
the debenture holder subsequently disagreed on the holder's practices regarding
their sale of the Company's securities into the market. As a result of this
disagreement, all requests for additional conversions were suspended. On
September 11, 2000 the Company was served a Complaint filed in U.S.District
Court, Southern District of New York, by Fennell Avenue LLC against America's
Senior Financial Services, Inc. The suit sought damages for our refusal to
deliver certain shares of our common stock to the Plaintiff upon Plaintiff's
conversion of certain of our convertible debentures. We believe that we were
justified refusing the request for conversion and vigorously defended this
matter. The Plaintiff sought the balance of the principal amount of the
convertible debenture, accrued interest, any profit they would have received
upon conversion of the debenture into common stock, attorney's fees and such
other relief as the Court may deem just and proper.
During the first quarter of 2001 the lawsuit was settled and the Company issued
1,250,000 shares of common stock in exchange for $1,153,045 of debt. The
Plaintiff must comply with certain restrictions regarding the eventual sale of
this stock into the market. The terms of the restrictions are contained in the
settlement that can be viewed on the Form 8-K that was filed on March 1, 2001.
As a result of this settlement, the matter is considered closed, so long as the
Plaintiff complies with the restrictions as discussed in the 8K. An
extraordinary gain of $986,690 resulted from this transaction.
8
At this writing, the Company has complied with all the terms of the Settlement
Agreement and believes the Plaintiff is in default. It appears that the
Plaintiff has failed to comply with certain reporting requirements and in fact
has failed to respond to the Company's numerous requests for information, to
both the Plaintiff directly and its counsel(s). As a direct result, the
Company is considering legal action against the Plaintiff to enforce the
Settlement Agreement.
Note 5, Loans held for Sale/ Warehouse Line of Credit
As part of Jupiter Mortgage Corporation acquisition, completed in August
1999, the Company obtained certain loan funding credit facilities. As a result,
the balance sheet of the Company includes a "Warehouse line of credit" and
"loans held for sale." The warehouse line of credit is used to fund loans
as they are produced, and this line of credit is secured by the mortgages.
Note 6, Secured Convertible Demand Promissory Note
During 2000 the Company paid off several outstanding lines of credit, retiring
$210,000 in short term debt. The Company executed a $259,000 secured
convertible demand promissory note with a third party, which retired the above-
mentioned lines of credit and provided the Company with additional working
capital. The Company also funded certain types of loans through such third
party's mortgage subsidiary. Subsequent to this filing, the $259,000 note
referenced above has been paid off from working capital, and the creditor has
placed the original note and collateral with the Company's special counsel
pending completion of a final compliance audit by the parties. However, the
third party has ceased operations and this has affected the Company's ability
to recover fees due to the Company from the third party's mortgage subsidiary.
The Company now believes that it's results for the full year of 2001 will
include losses of approximately $428,000 related to the third party's apparent
breach of contract and subsequent collapse of their business units.
9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
INTRODUCTORY STATEMENT
The Private Securities Litigation Reform Act provides a "safe harbor" for
forward-looking statements. Certain statements included in this form 10-QSB are
forward looking and are based on the Company's current expectations and are
subject to a number of risks and uncertainties that could cause actual results
to differ significantly from results expressed or implied in any
forward-looking statements made by, or on behalf of, the Company. The Company
assumes no obligation to update any forward-looking statements contained herein
or that may be made from time to time by, or on behalf of, the Company.
RESULTS OF OPERATIONS
Total Revenues from loan operations for the three-month period ending September
30, 2001 were $1,945,249 versus 1,516,140 for the comparable period in 2000.
Total Revenues for the nine-month period ending September 30, 2001 were
$5,686,121 versus $4,922,941 for the comparable period in 2000. This is an
increase over the prior year of $763,180 or 16 per-cent. The Company's forward
mortgage origination platform experienced a sales increase year to date 2001
directly benefiting from demand created by declining interest rates and from
our internal focus on better execution. We believe that these results
demonstrate our ability to capture greater sales from existing units while
continuing to execute our strategy for "organic growth". For example, during
the nine-month period ending September 30, 2001 the Company operated 10 offices
- - down from 14 offices during the prior year. This demonstrates that we
continued to increase sales while closing unprofitable units.
During 2001, several aspects of the Company's business were restructured in
order to maximize future potential and eliminate duplicative services. Dow
Guarantee Mortgage consolidated its entire back office operation into the
Jupiter unit. Jupiter modified Dow's lending practices to fit into the Jupiter
Model. The Company then expects the Dow unit to produce profits during
2002. It will now operate as a branch of Jupiter Mortgage Corporation.
10
During 2001, the Company worked to improve its reverse mortgage platform.
Recent press releases (see Business Wire dated 10/15/01) give the details.
The Company has added hundreds of Senior Advisors to its network of sources for
reverse mortgage origination. The Company expects to realize revenues from
these efforts starting in the first quarter of 2002.
The past four consecutive years, Company sales have climbed 30% or more. This
growth is now beginning to positively impact profits. Even with the already
expensed one-time costs of approximately $500,000 to restructure Dow Guarantee
Mortgage and accelerate the company's reverse mortgage platform, the Company's
2001 EBITDA performance should remain profitable. For 2001 the Company should
show an EBITDA improvement of almost $2 million dollars. For 2002, the Company
expects to post its first substantial operating profits since becoming a public
entity.
The Company continues to seek out a federally chartered savings and loan which
would allow the Company to expand both its forward and reverse mortgage
originations to a nationwide reach, without the onerous expense of individual
state licensing and regulatory compliance issues.
Total expenses from ALL operations (production related and corporate office
related) for the three-month period ended September 30, 2001
were $2,337,183 versus $1,828,722 (+28%) for the three-month period ended
September 31, 2000. Total expenses for all operations for the nine-month
period ended September 30, 2001 were $6,679,972 versus $6,326,692 (-5%) for
the period ended September 30, 2000. Operational costs decreased in
relationship to revenues produced on a year to date basis. This improvement in
expenses is partially attributable to the ongoing consolidation strategy that
will ultimately result in the Company combining all its back office and
production processes into its Jupiter Mortgage Corporation subsidiary. As
discussed above, this strategy was publicly announced in June 2000 and is
complete. In June 2000 the Company had 3 duplicated back office operations. By
the end of the 3rd quarter 2001 all duplicated functions have been combined
into one. While certain branch office processing functions will be preserved
the Company's loan operations, accounting, personnel, and certain marketing
functions have been centralized.
Included in the above expenses for the third quarter 2001 are AMSE corporate
office expenses of $409,622. These are from accruals and other operational
costs NOT directly attributable to the Company's loan production, of which
$322,628 was non-cash.
11
The majority of these expenses are related to the amortization of marketing and
advisor contracts that date back into the prior year. It should be noted that
the Company's CEO, Nelson Locke, has not taken any salary dollars year to date
through 9/30/01. He has waived approximately $150,000 in cash payments due to
him per the terms of his contract in the best interests of the Company's cash
flow.
Total other expenses for the three-month period ended September 30, 2001 were
$3,286 versus $22,082 (-85%) for the three-month period ended September 30,
2000. Total other expense for the nine-month period ended September 30, 2001
were $71,803 versus $64,067 (+12%). This increase was attributable to interest
costs.
Therefore, Income (EBITDA BASIS) from actual loan operations for the nine-month
period ended September 30, 2001 was $167,284.
LIQUIDITY AND CAPITAL RESOURCES
As previously discussed, the Company has been seeking to raise working and
expansion capital through the sale of its securities. As a result of the
Company's improving balance sheet and increased sales trend institutional
investors have made several investment proposals. Although there can be no
assurances that any agreements will be reached, the Company is actively
negotiating several major transactions which if concluded could provide the
Company with additional working capital and funds for additional acquisitions.
There can be no assurances any such transactions will be completed.
BUSINESS RISKS AND UNCERTAINTIES
WE HAVE HAD A HISTORY OF OPERATING LOSSES AND THIS MAY
CONTINUE TO BE THE CASE
We have incurred losses in each of the last three years. We cannot assure
that we can achieve profitability in the short and/or long terms, if at all. We
may be required to raise additional capital in the future to sustain our
operations. We can give no assurance that we will be successful in procuring
such capital on terms we deem to be favorable. If we are unable to procure such
capital, we may be required to curtail our level of activities. Our independent
accountants issued an opinion in our financial statements as to reflect
our ability to continue as a going concern in 2000.
12
IF WE LOSE OUR KEY PERSONNEL, OUR BUSINESS AND
PROSPECTS MAY BE ADVERSELY AFFECTED.
We only have a few key officers and directors. If any of them should leave
our company, this could have an adverse effect on our business and prospects.
AVAILABILITY OF MORTGAGES AT REASONABLE RATES.
The success of our mortgage origination business is dependent upon the
availability of mortgage funding at reasonable rates. Although there has been
no limitation on the availability of mortgage funding in the last few years,
there can be no assurance that mortgages at attractive rates will continue to
be available.
COMPETITION.
There are many sources of mortgages available to potential borrowers today.
These sources include consumer finance companies, mortgage banking companies,
savings banks, commercial banks, credit unions, thrift institutions, credit
card issuers and insurance companies. Many of these alternative sources are
substantially larger and have considerably greater financial, technical and
marketing resources than we do. Additionally, many financial services
organizations against whom we compete for business have formed national loan
origination networks or have purchased home equity lenders. We compete for
mortgage loan business in several ways, including convenience in obtaining a
loan, customer service, marketing and distribution channels, amount and term of
the loan, loan origination fees and interest rates. If any of these competitors
significantly expand their activities in our market, our business could be
materially adversely affected. Changes in interest rates and general economic
conditions may also affect our business and our competitors. During periods of
rising interest rates, competitors who have locked into lower rates with
potential borrowers may have a competitive advantage.
13
PART II
ITEM 1. LEGAL PROCEEDINGS
During the first quarter 2001, the Company settled a lawsuit filed by a former
landlord. The matter has been dismissed to the mutual satisfaction of the
parties and is considered to be non-material.
On April 9, 2001 a legal action was filed in the Eleventh Judicial Circuit
Court in Dade County by Michael Shelley, a former director of the company who
was recently removed from his position by a majority vote of the shareholders.
The former director has sued the Company and the Company's Chairman, Nelson A.
Locke, in a derivative action on behalf of the Corporation alleging
mismanagement and other matters. The Company's Board of Directors has
investigated these allegations. The Company's Board believes these actions to
be without merit and a continuation of the former director's behaviors that
resulted in his removal from the board. An investigative has been conducted
and a full report has been prepared. The Company intends to ask the Court to
dismiss the suit, award costs and damages and impose certain other legal
sanctions on behalf of the Company.
ITEM 2. CHANGES IN SECURITIES
During the third quarter of 2001, the Company issued 600,000 shares
of our common stock for services to be rendered. The Company also
cancelled 300,000 shares of stock previously issued for services in
the second quarter. Such shares were issued without registration
pursuant to an exemption from registration under Section 4 (2) of the
Securities Act of 1933.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
None.
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.
AMERICA'S SENIOR FINANCIAL SERVICES, INC.
Dated: November 14, 2001
By:_/s/Nelson A. Locke______________________
Nelson A. Locke,
Chief Executive Officer
By: /s/Dean J. Girard___________________________
Dean J. Girard
Principal Accounting Officer
15