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, 2003
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File No. 0-25803
AMSTAR 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)
10800 Biscayne Blvd. Suite 500
Miami, FL 33161
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(Address of principal executive offices)
(305) 751-3232
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(Registrant's telephone number, including area code)
AMERICA'S SENIOR FINANCIAL SERVICES, INC.
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(Former name)
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, 2003, the Company had a total of 27,420,559 shares of
Common Stock, par value $.001 per share (the "Common Stock"), outstanding.
Transitional Small Business Disclosure Format: Yes [ ] No [ X ]
1
AMERICA'S SENIOR FINANCIAL SERVICES, INC.
FORM 10-QSB
QUARTER ENDED SEPTEMBER 30, 2003
INDEX
PAGE NO.
PART I
Item 1. Financial Statements 3- 8
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 9-11
PART II
Item 1. Legal Proceedings 11
Item 2. Changes in Securities 11
Item 3. Controls and Procedures 11-12
Item 6. Exhibits and Reports on Form 8-K 12
SIGNATURES AND CERTIFICATIONS 13-15
2
PART 1
Item 1. FINANCIAL STATEMENTS
AMSTAR FINANCIAL SERVICES, INC.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
ASSETS September 30, December 31,
2003 2002
(Unaudited)
CURRENT ASSETS:
Cash and cash equivalents $ 255,768 $ 256,738
Cash, restricted - 1,050,898
Brokerage fees receivable 345,901 516,901
Employee loans 17,791 6,000
Mortgage loans held for sale 7,947,523 13,260,174
Prepaid expenses 138,966 78,449
TOTAL CURRENT ASSETS 8,705,949 15,169,160
PROPERTY AND EQUIPMENT, net 190,513 253,992
OTHER ASSETS
Goodwill, net 4,836,911 4,836,911
Other assets 113,875 109,127
TOTAL OTHER ASSETS 4,950,786 4,946,038
TOTAL ASSETS $13,847,248 $20,369,190
LIABILITIES
CURRENT LIABILITIES:
Current portion of capital
lease obligations $ 2,000 $ 5,000
Lines of credit 79,742 101,618
Warehouse lines of credit 8,074,495 13,104,392
Accounts payable 386,936 491,935
Accrued expenses 1,481,166 1,890,812
Escrow payable - 1,050,898
TOTAL CURRENT LIABILITIES 10,024,339 16,644,655
CAPITAL LEASE OBLIGATIONS,
less current portion 6,000 6,000
TOTAL LIABILITIES $10,030,339 $ 16,650,655
See notes to consolidated financial statements.
3
AMSTAR FINANCIAL SERVICES, INC.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(Continued)
September 30, December 31,
2003 2002
(Unaudited)
STOCKHOLDERS' EQUITY:
Preferred stock:
Series A Convertible, $0.001 par value;
8,100,000 shares authorized, 6,234,670
and 5,334,670 shares issued and out-
standing in 2003 and 2002, respectively 6,235 5,335
Series B Convertible, $0.001 par value;
1,000,000 shares authorized, 841,666 and
366,666 shares issued and outstanding
in 2003 and 2002, respectively 842 366
Series C Convertible, $0.001 par value;
900,000 shares authorized, none issued - -
Common stock, $0.001 par value;
100,000,000 shares authorized,
27,420,559 and 23,912,934 shares
issued and outstanding in 2003
and 2002, respectively 27,421 23,913
Additional paid in capital 16,501,159 16,181,016
Retained earnings (deficit) (12,678,359) (12,451,706)
Unearned compensation, restricted stock (40,389) (40,389)
TOTAL STOCKHOLDERS' EQUITY 3,816,909 3,718,535
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 13,847,248 $ 20,369,190
See notes to consolidated financial statements.
4
AMSTAR FINANCIAL SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED INCOME STATEMENTS
(UNAUDITED)
THREE MONTHS NINE MONTHS
ENDED SEPTEMBER 30, ENDED SEPTEMBER 30,
2003 2002 2003 2002
REVENUES $2,434,710 $2,588,341 $7,957,196 $5,962,846
EXPENSES:
Payroll and related expense 1,913,266 1,174,400 6,059,865 3,916,791
Admin, processing, and occupancy 721,521 1,206,019 1,907,890 2,925,621
Depreciation 21,695 41,404 65,084 86,963
TOTAL EXPENSES 2,656,482 2,421,823 8,032,839 6,929,375
INCOME (LOSS) FROM OPERATIONS (221,772) 166,518 (75,643) (966,529)
OTHER
Interest expense 50,838 143,247 151,010 251,589
Total other, net (50,838) 143,247 (151,010) 251,589
INCOME (LOSS)
BEFORE INCOME TAXES (272,610) 23,271 (226,653) (1,218,118)
PROVISION FOR INCOME TAXES - - - -
NET INCOME(LOSS) $(272,610) $23,271 $(226,653)$(1,218,118)
INCOME(LOSS) PER COMMON SHARE:
Basic $ (0.010) $ 0.001 $ 0.009 $ (0.060)
Diluted $ (0.010) $ 0.001 $ 0.009 $ (0.060)
Weighted average common
shares outstanding 26,420,005 22,074,504 25,160,461 20,461,003
See notes to consolidated financial statements
5
AMSTAR FINANCIAL SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
NINE MONTHS
ENDED SEPTEMBER 30,
2003 2002
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss) $ (226,653) $(1,218,118)
Adjustments to reconcile net income (loss) to net cash
Provided by (used in) operating activities:
Depreciation and amortization 43,389 86,964
Gain on forgiveness of debt 54,087 (35,555)
Common stock issued for services and employee retention 137,200 652,141
Write off of note receivable - 250,000
Changes in operating assets and liabilities:
(Increase) decrease in operating assets
Brokerage fee receivable 171,000 (108,189)
Employee advances (11,791) 7,437
Prepaid expenses (36,517) 261,983
Other assets ( 4,748) (5,000)
Increase (decrease) in operating liabilities
Accounts payable and accrued liabilities (439,193) 371,318
NET CASH USED IN OPERATING ACTIVITIES (313,226) 262,981
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment 20,090 (1,080)
Increase in net mortgage loans held for sale
over warehouse lines of credit 282,754 88,135
NET CASH USED IN INVESTING ACTIVITIES 302,844 87,055
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of stock 35,000 30,000
Other capital contributions - (50,000)
Payments on lines of credit (21,876) (263,939)
Net borrowings under line of credit - -
Purchase of treasury stock (3,712) -
NET CASH PROVIDED BY FINANCING ACTIVITIES 9,412 (283,939)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (970) 66,097
CASH AND CASH EQUIVALENTS, beginning of period 256,738 1,316,406
CASH AND CASH EQUIVALENTS, end of period $255,768 $1,382,503
See notes to consolidated financial statements
6
AMSTAR FINANCIAL SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
(continued)
NINE MONTHS
ENDED SEPTEMBER 30,
2003 2002
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid in cash during the period $ 151,010 $251,589
Income taxes paid in cash during the period - -
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
In 2003 stock was issued in payment of accounts payable and accrued expenses
in the amount of $167,538
In 2003 stock was issued for marketing services to be rendered subsequent
to quarter end in the amount of $4,970.
During the first quarter 2002, the Company recognized $27,888 of expense
related to the vesting of restricted stock issued to employees.
During the first quarter 2002, the Company issued 1,264,644 shares valued at
$153,630 for legal services.
During the first quarter 2002, the Company issued 433,333 shares valued at
$47,667 as payment for the acquisition of Dupont.
During the first quarter 2002, the Company issued 1,416,856 shares valued at
$170,023 as executive bonuses for 2001.
During the second quarter 2002, the Company recognized $27,888 of expense
related to the vesting of restricted stock issued to employees.
During the second quarter 2002, the Company issued 726,675 shares valued at
$76,977 for legal services.
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AMSTAR FINANCIAL SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE QUARTERS ENDED SEPTEMBER 30, 2003 AND 2002
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 reportedhave been made. Results of operations for
the three and nine months ended September 30, 2003 are not necessarily
indicative of the results that may be expected for the year ending
December 31, 2003. 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 14, 2003.
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 loss per
share presented are the same since the Company's convertible debentures, stock
options, and warrants are anti-dilutive. The loss per share from continuing
operations equated to $ (0.01) for the period ending September 30, 2003 and the
dilutive earnings for the same period would be an amount less than $0.001.
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.
Note 4, Loans held for Sale/ Warehouse Line of Credit
As part of the 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.
8
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 for the three month period ending September 30, 2003 were
$2,434,710 compared to $2,588,341 for the same period 2002, or 94% of last
year's actual and 98% of the Company's 3rd quarter projection of $2,500,000.
During the three month period ending September 30, 2003 interest rates started
to increase and consequently Industry refinance production did not maintain its
previous pace. This affected our revenues as well, but we achieved 98% of goal.
Revenues for the nine months ended September 30, 2003 were $7,957,196 compared
to $5,962,846 for the same period 2002. The $1,994,350 increase of 33.4%
comparing the nine month periods was due to a strong market in the first six
months of 2003 in the mortgage lending industry, the continued development of
the wholesale mortgage platform which was in a start-up phase at the beginning
of 2002, and sales increases in the Company's reverse mortgage operations. The
Company has previously projected revenues of $10,000,000 for the year to end
12/31/03, and expects to hit this goal. This would represent a 22% increase over
the full year 2002.
Operating expenses for the three month period ending September 30, 2003 were
$2,656,482 compared to $2,421,823 for the same period 2002. The increase of
$234,659 or 9.6% comparing quarterly periods consisted of an increase in
payroll and related expenses of $738,866 due to increased commission expense
which was partially offset by a decrease of about $504,207 in administrative,
processing, and occupancy expenses due to increased efficiency resulting from
measures taken by management. Operating expenses for the nine months ended
September 30, 2003, were $8,032,839 compared to $6,929,375 for the same period
2002. The increase comparing the nine month periods of $1,103,464 or 15.9%
consisted of an increase in payroll expense of about $2,143,074 resulting from
increased commission expense due to increased sales volume somewhat offset by
a decrease of about $1,039,610 in administrative expenses due to increased
efficiency in operations. Administrative, processing, and occupancy expenses
for the quarter and nine month period 30% and 24% respectively, as a percentage
of revenue compared to 48% and 50%, respectively, for the same periods 2002.
The overall decrease of these expenses is a reflection of management's
comprehensive cost containment program.
Regarding Bulk Sales: During the period ended September 30, 2003, the Company
did not achieve its goals for Bulk Sales, primarily due to liquidity issues
associated with a delay in institutional funding which was necessary to
properly finance the Bulk Sales effort. Startup expenses were incurred, but
no offsetting revenue was realized.
Regarding Branch Partners: The Company incurred an estimated $75,000 in start up
expenses during the quarter ended September 30, 2003, including staffing,
creating procedures, and establishing a marketing plan for the platform. The
Company will not achieve significant revenues from this platform until the 1st
quarter 2004. We consider this an investment in next year's loan production.
Interest expense for the three month period ending September 30, 2003 was
$50,838 compared to $143,247 for the same period 2002. Interest expense for
the nine months ended September 30, 2003, was $151,010 compared to $251,589
for the same period 2002.
On June 11th, 2003, the Company was awarded a judgment of $316,500 plus costs
for a total of $336,670 due. In July 2003, the judgment became final and the
Company commenced collection activity. Subsequently on June 17th, 2003 the
Company was awarded a second judgment (unrelated) of $918,000 plus costs for a
total of $988,482 due. In July 2003, this judgment also became final and the
Company commenced collection activity. In the aggregate, these third quarter
judgments total $1,325,152. We did not record any kind of gain in the quarter
ended June 30th, 2003 because we waited for the appeal period to expire and
complete an evaluation of our collection strategy. After careful evaluation of
our ability to recover these funds, we elected not to record any kind of third
quarter gain, but it is our reasonable expectation that over the next 12 to 24
months, we may recover a significant amount currently estimated at approximately
$331,000. However, there can be no assurances given that we will be successful
in collecting these monies.
9
Therefore, the net loss for the three month period ended September 30, 2003 was
$272,610 compared to a gain of $23,271 for the same period 2002. Net loss for
the nine month period was $226,650 compared to a loss of $1,218,118 for the same
period 2002. These represents a nine month improvement of $991,468 over the same
period 2002.
LIQUIDITY AND CAPITAL RESOURCES
At this time, the Company is actively seeking additional sources of capital
which would enable us to achieve our long-term objectives regarding the
national marketing of our business platforms and our expansion into new
distribution channels. As of September 30, 2003 current liabilities
were $10,024,339 and current assets were $8,705,949. Our current ratios
improved to .87 from .82 for the same period 2002.
In order to fund our objectives, the Company has negotiated a significant
equity investment from an institutional fund. The negotiations were
confirmed on November 10, 2003 but had not been finalized by a binding
commitment. The equity investment, if finalized, would provide the working
capital and expansion capital necessary to continue the Company's planned
growth. However, there can be no assurances given the equity funding
will be finalized. In the event the funding does not finalize, the
Company may elect to curtail growth activity,or restructure certain existing
operations to improve their operating cash flow, or consolidate certain
operations and restructure those businesses.
In the nine months ended September 30, 2003 cash used in operating activities
was $313,226 compared to $262,981 in the nine months period 2002.
During the nine months ended September 30, 2003, net cash used in investing
activities was $30,844 compared to net cash used in investing activities in
the comparable period of the prior year of $87,055. The decrease of $215,789
was due to normal fluctuation in net mortgage loans held for sale over
warehouse lines of credit during the periods.
Net cash provided by financing activities for the nine months ended September
30, 2003, was $9,412 consisting of $35,000 in proceeds from issuance of stock
less $21,876 in payments on lines of credit and $3,712 in purchase of treasury
stock. In the prior year net cash provided by financing activities was
$283,939 consisting of $30,000 in proceeds from issuance of stock, $263,939
from payments to the lines of credit, and a $50,000 payment on a note for
acquisition of warehouse operations
BUSINESS RISKS AND UNCERTAINTIES
HISTORICAL OPERATING LOSSES
Although we have been profitable for four consecutive quarters,
we have incurred losses in this past quarter and 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, the
Company may elect to curtail growth activity,or restructure certain existing
operations to improve their operating cash flow, or consolidate certain
operations and restructure those businesses. Refer to the
discussion in the Liquidity Paragraph for more information regarding our
efforts to raise funding.
RETENTION OF KEY PERSONNEL
Although as our sales grow we continue to expand our management, 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.
The Company has employment agreements for specified periods of time with
certain key officers as previously disclosed in SEC filings.
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.
10
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.
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. Several candidates are
currently under consideration.
PART II
ITEM 1. LEGAL PROCEEDINGS
The Company is involved in routine legal proceedings. There have been no
significant changes in the legal proceedings previously filed on
Form 10-KSB for the year ended December 31, 2002.
On June 11th, 2003, the Company was awarded a judgment of $316,500 plus costs
for a total of $336,670 due. In July 2003, the judgment became final
and the Company commenced collection activity. Subsequently on June 17th, 2003
the Company was awarded a second judgment (unrelated) of $918,000 plus costs
for a total of $988,482 due. In July 2003, this judgment also became final and
the Company commenced collection activity. In the aggregate, these third quarter
judgments total $1,325,152. The Company carefully considered how to best use
the financial benefit of these judgments, and elected not to recognize any gains
until such time as collection activity has reached a point of reasonable
certainty.
ITEM 2. CHANGES IN SECURITIES - None
ITEM 3. CONTROLS AND PROCEDURES
The Company maintains disclosure controls and procedures that are designed to
ensure that information required to be disclosed in the Company's Exchange Act
reports is recorded, processed, summarized, and reported within the time
periods specified in the SEC's rules and forms, and that such information is
accumulated and communicated to the Company's management, including its Chief
Executive Officer and Chief Financial Officer, as appropriate, to allow timely
decisions regarding required disclosure based closely on the definition of
"disclosure controls and procedures" in Rule 13a-14(c). In designing and
evaluating the disclosure controls and procedures, management recognized that
any controls and procedures, no matter how well designed and operated, can
provide only reasonable assurance of achieving the desired control objectives,
and management necessarily was required to apply its judgment in evaluating
the cost-benefit relationship of possible controls and procedures.
As of the end of the period covered by this report, the Company carried
out an evaluation, under the supervision and with the participation of the
Company's management, including the Company's Chief Executive Officer and the
Company's Chief Financial Officer, of the effectiveness of the design and
operation of the Company's disclosure controls and procedures. Based on the
foregoing, the Company's disclosure controls and procedures were effective.
There have been no significant changes in the Company's internal controls or
in other factors that could significantly affect the internal controls
subsequent to the date the Company completed its evaluation.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
In September 2003, the Company filed a pre 14C and a definitive 14C related to
changing the Company name and re-election of directors, and the
shareholders consented to the matters. The filings are available
for viewing at the Edgar site or the Company's website.
11
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
The Company filed two 8K's which are available for viewing at the Edgar site
or the Company's website. Both wee filed in September 2003.
One on 9/4/03 regarding a CEO interview by the Wall Street Reporter Network.
One on 9/25/03 regarding the successful resolution of certain litigation.
EXHIBITS
The following Exhibits are filed herewith:
Section 31.1 and 31.2 CEO and CFO Certifications
pursuant to Section 302 of the Sarbannes-Oxley Act of 2002.
Section 32.1 and 32.2 CEO and CFO Certifications
pursuant to Section 906 of the Sarbannes-Oxley Act of 2002.
12