UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended April 30, 2002
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 0-6673
PACIFIC SECURITY FINANCIAL, INC.
--------------------------------
(Exact name of registrant as specified in its charter)
Washington 91-0669906
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
10 North Post Street
325 Peyton Building
Spokane, Washington 99201 (509) 444-7700
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(Address of principal executive offices) (Registrant's telephone number,
including area code)
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.
[X] Yes [ ] No
PACIFIC SECURITY FINANCIAL, INC.
FORM 10-Q QUARTERLY REPORT
Table of Contents
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CONSOLIDATED FINANCIAL STATEMENTS
Consolidated balance sheet 1-2
Consolidated statement of operations 3
Consolidated statement of comprehensive income (loss) 4
Consolidated statement of cash flows 5-7
Notes to unaudited financial statements 8-9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Financial condition and liquidity 10
Results of operations 12-13
ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT
MARKET RISK 14
ITEM 5. OTHER INFORMATION 14
SIGNATURES 15
PACIFIC SECURITY FINANCIAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
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ASSETS
April 30, July 31,
2002 2001
----------- -----------
ASSETS
Cash and cash equivalents
Unrestricted $ 185,229 $ 619,642
Restricted -- 19,480
----------- -----------
185,229 639,122
----------- -----------
Receivables
Contracts, mortgages, finance notes, and loans receivable, net
Related parties 172,137 186,846
Unrelated 30,379,430 25,580,270
----------- -----------
30,551,567 25,767,116
Accrued interest 213,258 282,616
Other 49,251 121,319
----------- -----------
30,814,076 26,171,051
----------- -----------
Investment in rental properties, net 12,554,691 17,990,836
----------- -----------
Other investments
Property held for sale and development 3,291,027 3,635,184
----------- -----------
Other assets
Vehicles and equipment, net 70,932 62,732
Prepaid and other, net 163,610 251,053
Taxes -- 4,681
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234,542 318,466
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TOTAL ASSETS $47,079,565 $48,754,659
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1
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PACIFIC SECURITY FINANCIAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
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LIABILITIES AND STOCKHOLDERS' EQUITY
April 30, July 31,
2002 2001
----------- -----------
LIABILITIES
Notes payable to banks $22,215,845 $23,487,255
Installment contracts, mortgage notes, and notes payable
Related parties 46,391 85,898
Unrelated 5,265,010 5,971,044
Debenture bonds 10,015,026 10,166,644
Accrued expenses and other liabilities
Related parties 169,157 153,078
Unrelated 728,735 782,798
Income taxes 319 --
Deferred income taxes 773,456 604,870
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39,213,939 41,251,587
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COMMITMENTS AND CONTINGENCIES (Note 2)
STOCKHOLDERS' EQUITY
Preferred stock
Class A preferred stock, $100 par value, authorized 20,000
shares; issued and outstanding 3,000 shares 300,000 300,000
Preferred stock, authorized 10,000,000 no par value shares;
no shares issued and outstanding -- --
Common stock
Original class, authorized 2,500,000 no par value shares; $3
stated value; issued and outstanding, 1,085,092 and
1,110,385 shares 3,255,275 3,331,154
Class B, authorized 30,000 no par value shares; no shares
issued and outstanding -- --
Additional paid-in capital 1,830,941 1,830,941
Retained earnings 2,476,410 2,040,977
----------- -----------
Total stockholders' equity 7,862,626 7,503,072
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $47,076,565 $48,754,659
=========== ===========
See accompanying notes. 2
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PACIFIC SECURITY FINANCIAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
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Three Months Ended April 30, Nine Months Ended April 30,
------------------------------- ------------------------------
2002 2001 2002 2001
----------- ----------- ----------- -----------
Income
Rental $ 307,407 $ 678,438 $ 1,234,813 $ 2,030,612
Interest, including loan fees of
$140,726 and $298,017
and $661,777 and $783,498 680,397 1,070,988 2,431,585 2,980,977
Gain (loss) on sale of real estate (75,238) -- 1,914,580 (6,793)
Other, net 4,871 6,480 16,128 26,398
----------- ----------- ----------- -----------
917,437 1,755,906 5,597,106 5,031,194
----------- ----------- ----------- -----------
Expense
Rental operations
Depreciation and amortization 116,273 196,082 418,507 585,827
Interest 93,507 137,866 331,926 431,182
Other 151,064 264,698 554,684 783,451
----------- ----------- ----------- -----------
360,844 598,646 1,305,117 1,800,460
Interest, net of amount capitalized 481,373 716,483 1,520,539 1,988,897
Salaries and commissions 215,475 243,537 838,705 694,082
General and administrative 167,236 119,553 480,294 433,753
Depreciation and amortization 11,998 10,950 35,073 32,249
Provision for loan loss 351,152 20,000 730,359 20,000
----------- ----------- ----------- -----------
1,588,078 1,709,169 4,910,087 4,969,441
----------- ----------- ----------- -----------
Income (loss) before income
tax (benefit) provision (670,641) 46,737 687,019 61,753
Income tax (benefit) provision (228,345) 15,890 233,586 20,996
----------- ----------- ----------- -----------
NET INCOME (LOSS) $ (442,296) $ 30,847 $ 453,433 $ 40,757
=========== =========== =========== ===========
Net income per common share
basis and diluted $ (0.40) $ 0.03 $ 0.41 $ 0.04
=========== =========== =========== ===========
Weighted-average common shares
outstanding basic and diluted 1,100,791 1,125,047 1,103,821 1,132,984
=========== =========== =========== ===========
3
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PACIFIC SECURITY FINANCIAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS)
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Three Months Ended April 30, Nine Months Ended April 30,
----------------------------- ------------------------------
2002 2001 2002 2001
--------- --------- --------- ---------
Net income (loss) $(442,296) $ 30,847 $ 453,433 $ 40,757
--------- --------- --------- ---------
Other comprehensive income
(loss) before income taxes (442,296) 30,847 453,433 40,757
--------- --------- --------- ---------
COMPREHENSIVE
INCOME (LOSS) $(442,296) $ 30,847 $ 453,433 $ 40,757
========= ========= ========= =========
See accompanying notes. 4
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PACIFIC SECURITY FINANCIAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
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Nine Months Ended April 30,
----------------------------
2002 2001
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES
Cash received from rentals and other $ 1,396,636 $ 2,030,501
Interest received 2,500,942 2,941,088
Cash paid to suppliers and employees (1,799,681) (1,952,331)
Interest paid, net of amounts capitalized (1,533,176) (1,934,968)
Income taxes paid (60,000) (295,000)
------------ ------------
Net cash provided by operating activities 504,721 789,290
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CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sales of securities -- 41,724
Proceeds from sales of real estate and fixed assets 1,295,952 61,437
Collections on contracts, mortgages, finance notes, and loans
receivable 11,818,670 8,640,949
Investment in contracts, mortgages, notes, and loans
receivable (10,652,280) (16,953,451)
Additions to rental properties, property held for sale, property
under development, vehicles, and equipment (724,751) (1,568,550)
Change in restricted investments and cash equivalents (19,480) 771
------------ ------------
Net cash provided (used) by investing activities 1,718,111 (9,777,120)
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5
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PACIFIC SECURITY FINANCIAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
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Nine Months Ended April 30,
--------------------------
2002 2001
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CASH FLOWS FROM FINANCING ACTIVITIES
Net borrowings under line of credit agreements $(1,271,410) $ 9,048,590
Proceeds from installment contracts, mortgage notes,
and notes payable 200,000 1,277,214
Payments on installment contracts, mortgage notes,
and notes payable (947,475) (955,206)
Proceeds from sales of debenture bonds 31,009 190,470
Redemption of debenture bonds (594,970) (430,204)
Purchase and retirement of common stock (75,879) (39,457)
Payment of dividends on preferred stock (18,000) (18,000)
----------- -----------
Net cash provided (used) by financing activities (2,676,725) 9,073,407
----------- -----------
NET CHANGE IN CASH AND CASH EQUIVALENTS (453,893) 85,577
Cash and cash equivalents, beginning of year 639,122 442,208
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Cash and cash equivalents, end of period $ 185,229 $ 527,785
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See accompanying notes. 6
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PACIFIC SECURITY FINANCIAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
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Nine Months Ended April 30,
--------------------------
2002 2001
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RECONCILIATION OF NET INCOME TO NET
CASH PROVIDED BY OPERATING ACTIVITIES
Net income $ 453,433 $ 40,757
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 434,830 618,076
Deferred income tax benefit 168,586 (41,700)
Deferred financing income realized -- (9,933)
Interest accrued on debenture bonds 412,343 396,897
(Gain) loss on sales of real estate (1,914,581) 6,793
Provision for loan loss 730,359 20,000
Change in assets and liabilities:
Accrued interest receivable 69,357 (29,956)
Prepaid expenses 87,443 6,772
Accrued expense (19,051) 47,803
Income taxes (receivable) payable 5,000 (232,304)
Other, net 77,002 (33,915)
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NET CASH PROVIDED BY OPERATING ACTIVITIES $ 504,721 $ 789,290
=========== ===========
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING
AND FINANCING ACTIVITIES
Company financed sale of property $ 6,679,280 $ --
=========== ===========
Property held for sale and development acquired in satisfaction
for defaulted loan receivable $ 58,080 $ 1,065,804
=========== ===========
Impairment of real estate owned against provision for
loan loss $ 60,000 $ --
=========== ===========
See accompanying notes. 7
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PACIFIC SECURITY FINANCIAL, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
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Note 1 - Basis of Presentation
The consolidated financial statements include the accounts of Pacific Security
Financial, Inc. and its subsidiaries (the Company). In the opinion of the
Company, the accompanying unaudited consolidated financial statements contain
all adjustments (consisting of only normal recurring adjustments) necessary to
present fairly the Company's financial position, results of operations, and cash
flows for the periods presented.
These consolidated financial statements should be read in conjunction with the
consolidated financial statements and the related disclosures contained in the
Company's annual report on Form 10-K for the year ended July 31, 2001, filed
with the Securities and Exchange Commission.
The results of operations for the nine months ended April 30, 2002, are not
necessarily indicative of the results to be expected for the full year.
Note 2 - Business Segment Reporting
Information about the Company's separate continuing business segments as of and
for the nine months ended April 30, 2002 and 2001, is as follows:
Real Estate,
Commercial Rental, and
Lending Receivables
Operations Operations Total
------------ ------------- ------------
2002
Revenue $ 2,007,034 $ 3,590,072 $ 5,597,106
Income from operations 44,114 642,905 687,019
Identifiable assets, net 22,433,863 24,645,702 47,079,565
Depreciation and amortization 3,727 328,199 331,926
Capital expenditures 40,414 684,337 724,751
2001
Revenue $ 2,697,467 $ 2,333,727 $ 5,031,194
Income (loss) from operations before taxes 823,104 (761,351) 61,753
Identifiable assets, net 24,220,718 25,480,537 49,701,255
Depreciation and amortization 2,467 615,609 618,076
Capital expenditures 20,449 1,548,101 1,568,550
8
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PACIFIC SECURITY FINANCIAL, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
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Note 2 - Business Segment Reporting (Continued)
The Company has determined that its reportable business segments are those that
are based on its method of disaggregated internal reporting. The Company's
reportable business segments are its commercial loan origination business and
its rental and receivable operations. Its commercial loan origination business,
operated as Cornerstone Realty Advisors, Inc., originates commercial
construction loans throughout the western United States. The rental and
receivable operations represent the selling and leasing of real properties and
the financing of contracts and loans collateralized by real estate. Some
unallocated general corporate expense items are part of the rental and
receivable segment reporting.
Management decided to dissolve its 100% owned subsidiary, Cornerstone Realty
Advisors, Inc., as of its corporation license expiration date of March 31, 2002.
Commercial lending activities are now being conducted through the parent
company.
9
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PACIFIC SECURITY FINANCIAL, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
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Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Financial condition and liquidity:
At April 30, 2002, the Company had total stockholders' equity of approximately
$7,863,000 and a total liabilities to equity ratio of 4.99 to 1, which decreased
from 5.50 to 1 at July 31, 2001. During the nine months ended April 30, 2002,
the Company's primary sources of funds were approximately $11,819,000 in real
estate contract and loan collections, $96,000 in net proceeds from the sales of
real estate, and approximately $505,000 from operating activities. The primary
uses of funds were approximately $10,652,000 for investments in contracts and
loans receivable, approximately $2,583,000 for net debt reduction, and $725,000
for property improvements.
The Company's sources of liquidity historically have included the issuance of
debentures under the auspices of the Washington State Securities Division of the
Department of Financial Institutions and borrowings from various bank lenders.
These sources of liquidity are limited either by the Washington State Securities
Division who has capped the amount of debentures the Company may sell or by the
individual banks through debt to equity ratio covenants included in the lines of
credit loan agreements.
An additional source of liquidity is the issuance of participation interests in
certain loans originated by the Company. The total of these non-recourse
participations was $3,268,000 at April 30, 2002, and $6,686,000 at July 31,
2001.
At April 30, 2002, the Company's lines of credit and other banking agreements
totaled approximately $25,164,000 of which $22,215,845 was outstanding. The
remaining unused portions of the lines of credit may not be fully available to
the Company to meet operational needs because of a 5 to 1 debt to equity ratio
covenant by one of the Company's banks. A second bank has also negotiated a
reduction in total line availability from $13.25 million to $11 million
effective July 1, 2002. Due to the restrictive banking agreements, the Company
has essentially stopped making new loans and has concentrated on collection
efforts to pay down outstanding debt. These collection efforts include
foreclosure proceedings on several loans. The Company anticipates that cash
flows from operations along with real estate and receivable sales will be
sufficient to provide for the retirement of maturing debentures and mortgage
obligations.
The Company's management is continuously evaluating loans for collectibility.
Additional provisions for loan losses may be required as the Company analyzes
each loan during its efforts to reduce outstanding loans receivable. Litigation
may be required in the course of collection. In addition, the Company's position
relative to bankruptcy filings by two borrowers subsequent to April 30, 2002,
must be assessed.
A provision for loan loss of $245,000 was made on a Bellevue, Washington, loan
of approximately $700,000. The Bellevue loan borrower filed for bankruptcy
protection on June 6, 2002. The Company is currently assessing its potential for
recovery.
10
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PACIFIC SECURITY FINANCIAL, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
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The borrower on a Park City, Utah, loan filed for bankruptcy protection on May
1, 2002. The Company's principal portion of this loan totaled $1,250,000 and is
expected to be recovered.
Several properties securing commercial loans to a single borrower or entities
controlled by that borrower in Boise, Idaho, were in the process of foreclosure
on April 30, 2002. Subsequent to that date, the Company obtained title to
properties collateralizing or cross-collateralizing the loans. Management has
provided for estimated losses on these loans by increasing its loan loss
allowance by $106,152 to $392,720 against four loans totaling approximately
$2,353,000 in principal balances.
Two of the Company's executives made a loan secured by a second mortgage in
2001, behind the first position mortgage of the Company, and ahead of a
cross-collateralized third position mortgage held by the Company. The second
mortgage was paid off in May 2002, putting the Company in a first and second
position. The Company is currently in foreclosure proceedings on its loans.
As a result of a slowdown in economic activity since September 11, 2001, the
Company anticipates sales of its real estate, including foreclosed properties,
may involve delays and possible losses.
The $700,000 sale of an office building in February 2002 to the Company's
president resulted in a reduction of approximately $697,000 in related debt and
a loss on sale of real estate of approximately $61,000. It was management's
opinion that the purchase price represented fair market value. Legal counsel was
advised prior to the transaction and a favorable opinion was obtained.
11
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PACIFIC SECURITY FINANCIAL, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
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Results of operations (three months):
The Company's net loss for the quarter ended April 30, 2002, was approximately
$442,000 compared with net income of approximately $31,000 for the quarter ended
April 30, 2001. The change was primarily attributable to a $75,000 pre-tax loss
on sales of real estate in the quarter ended April 30, 2002, an increase of
$331,000 in the provision for loan losses, a reduction of $155,000 in net
interest income, and a reduction of $133,000 in net rental income.
Rental income decreased by approximately $371,000 (54.7%) to approximately
$307,000 in the quarter ended April 30, 2002, from approximately $678,000 in
2001. This decrease primarily resulted from reduced rents from properties sold
during the year and increased vacancies.
Rental property expenses were approximately $238,000 (39.7%) lower in 2002 than
for the comparable three months in 2001. This decrease was due to decreased
depreciation expense of $79,809 (40.7%), decreased operating expense of $113,634
(42.9%), and decreased interest of $44,359 (32.2%).
Salaries and commissions were approximately $28,000 (11.5%) lower for the
quarter ended April 30, 2002, than the comparable three months in 2001 due to
lower commissions paid or accrued in 2002.
Interest income and amortized discount decreased approximately $391,000 (36.5%)
for the three months ended April 30, 2002, compared with the similar period in
2001 as the variable interest rate on contracts and loans receivable decreased
during the period and interest on some past due loans went to nonaccrual status.
General and administrative expense increased approximately $48,000 (39.9%) for
the three months ended April 30, 2002, compared with the same period in 2001,
primarily because of legal expense for various matters and loan fee expense
increases.
Interest expense, exclusive of interest on debt associated with rental
properties, net of amounts capitalized, decreased approximately $235,000 (32.8%)
in the first quarter of 2002 compared with the same period in 2001 primarily due
to the decrease in the rate of interest charged on bank borrowings tied to
prime.
The Company's effective income tax rate as a percentage of income (loss) before
federal income tax was approximately 34% in 2002 and 2001.
Results of operations (nine months):
The Company's net income for the nine months ended April 30, 2002, was
approximately $453,000 compared with net income of approximately $41,000 for the
nine months ended April 30, 2001. The increase was primarily attributable to
approximately $1,915,000 in gain on sales of real estate in 2002 compared to a
loss of $7,000 in 2001, which was partially offset by a decrease of $300,000 in
net rental income and increase of $710,000 in the provision for loan losses.
12
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PACIFIC SECURITY FINANCIAL, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
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Rental income decreased approximately $796,000 (39.2%) in the nine months ended
April 30, 2002, from 2001. This primarily resulted from decreased rents due to
sales of rental properties, including an apartment complex and an office
building in October 2001, a commercial building in January 2002, and an office
building in February 2002.
Rental property expense was approximately $495,000 (27.5%) lower in 2002 than
for the comparable nine months in 2001. This resulted from decreased operating
expense of $228,767 (29.2%), decreased interest expense of $99,256 (23.0%), and
a decrease in depreciation of $167,320 (28.6%).
Interest income and amortized discount was approximately $549,000 (18.4%) less
for the nine months ended April 30, 2002, compared with the similar period in
2001 as interest earned on the average outstanding balance in contracts and
notes receivable decreased during the period, primarily due to lower interest
rates and fewer new loans originated by Cornerstone Realty Advisors.
Salaries and commissions were approximately $144,000 (20.8%) higher in the nine
months ended April 30, 2002, than for the comparable nine months in 2001,
primarily because of bonuses paid to Company officers in the current fiscal
year.
Interest expense, exclusive of interest on debt associated with rental
properties, net of amounts capitalized, was approximately $468,000 (23.5%) less
in 2002 than in 2001 primarily due to a decrease in interest rates on borrowings
tied to bank prime rates.
The Company's effective income tax rate as a percentage of income before federal
income tax was approximately 34% in 2002 and 2001.
13
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PACIFIC SECURITY FINANCIAL, INC.
QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK
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Item 3. Qualitative and Quantitative Disclosures About Market Risk
The Company does not believe that there has been a material change in its market
risk since the end of its last fiscal year.
Part II. Other Information
Items 1, 2, 3, 4, and 6 - Not applicable
Item 5. Other Information
At a special meeting of the Board of Directors on March 7, 2002, David L.
Guthrie was elected Chairman of the Board, replacing Wayne E. Guthrie who
retained the title Chairman of the Board Emeritus.
14
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PACIFIC SECURITY FINANCIAL, INC.
SIGNATURES
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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:
Pacific Security Financial, Inc.
/s/ David L. Guthrie
- -----------------------------------
David L. Guthrie
President/Chief Executive Officer
June 13, 2002
/s/ Donald J. Migliuri
- -----------------------------------
Donald J. Migliuri
Secretary-Treasurer
June 13, 2002
15
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