SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q/A2
[ x ] Quarterly Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the quarterly period ended September 30, 1996
[ ] TRANSITION REPORT UNDER SECTION 10 OR 15(D) OF THE EXCHANGE
ACT
Commission File Number 0-28168
JJFN Services, Inc.
(Exact name of small business issuer as specified in its charter)
Delaware 11-3289981
(State or other jurisdiction (I.R.S. Identification number)
of incorporation or organization)
2500 Military Trail North, Suite 260, Boca Raton, Florida 33431
(address of principal executive offices)
(561)995-0043
(Issuer's Telephone Number, Including Area Code)
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer(1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such report(s), and (2) has been
subject to such filing requirements for the past 90 days.
Yes __X No
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the last practicable date.
Outstanding Equity Securities at October 9, 1996
Class of Securities Outstanding Shares
Common Stock, $.001 par value, 16,659,990 shares
Preferred Stock, $.01 par value, 400,000 shares
Traditional Small Business Disclosure Format
Yes X No
JJFN SERVICES, INC.
Index to Quarterly Report on Form 10-Q
For the Quarter Ended September 30, 1996
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements Page Number
Condensed Consolidated Balance Sheets as of 3
September 30, 1996 and June 30, 1996.
Condensed Consolidated Statement of Operations 4
for the three months ended September 30, 1996 and 1995
Consolidated Statements of Cash Flows 5
for the three months ended September 30, 1996 and 1995
Notes to Financial Statements 6-9
Item 2. Management's Discussion and Analysis of Financial 10-15
Condition and Results of Operations.
(2)
JJFN SERVICES, INC.
AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
September 30 June 30
ASSETS 1996 1996
----------- -----------
Model Homes on lease, at cost net of $13,224,825 $11,245,534
accumulated depreciation of $ 166,602
Real Estate under contract for development and sale 8,591,956
----------- -----------
21,816,781 11,245,534
----------- -----------
Other assets:
Cash 483,467 770,723
Marketable Securities 25,000 1,462,500
Net assets realizable on divestiture 1,027,625 832,068
Deferred charges & other assets 568,077 416,563
----------- -----------
Total Other Assets 2,104,169 3,481,854
----------- -----------
Total Assets $23,920,950 $14,727,388
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Mortgages Payable $16,063,585 $ 6,477,271
Unearned Rental Revenue 129,722 60,136
Accounts Payable & Accrued expenses 186,379 131,739
----------- -----------
Total Liabilities 16,379,686 6,669,146
----------- -----------
Stockholders' Equity
Convertible Preferred Stock, $.01 par value
25,000,000 shares authorized
400,000 shares issued and outstanding 4,000 4,000
Common Stock, $.001 par value
50,000,000 shares authorized
16,659,990/15,959,990 shares issued and outstanding 16,660 15,960
Additional paid-in capital 8,208,235 8,223,235
Unrealized gain (loss) on Marketable Securities (225,000)
Accumulated Deficit (293,381) (184,953)
Receivable arising from stockholder indemnity agreement(169,250) -
----------- -----------
Total Stockholders' Equity 7,541,264 8,058,242
----------- -----------
Total Liabilities and Stockholders' Equity $23,920,950 $14,727,388
=========== ===========
(3)
JJFN SERVICES, INC.
AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended September 30, 1996 and
Predecessor Three Months Ended September 30, 1995
(Unaudited)
Three Months Ended
September 30,
1996 1995
---------- ----------
Revenues:
Rental Income $380,949 $ -
Model Home sales 264,279 -
Real Estate option fees 37,232 -
Interest Income 9,088 -
-------- -------
Total Revenues 691,548 $ -
-------- -------
Costs and expenses:
Interest expense 208,805 10,688
Cost of model homes sold 258,613 -
Depreciation and amortization 131,643 -
Corporate 146,471 7,500
-------- -------
Total Operating Expenses 745,532 18,188
-------- -------
Loss from continuing operations (53,984) (18,188)
-------- -------
Loss from divested operations (54,444) -
-------- -------
Net loss (108,428) (18,188)
Preferred stock distribution 5,000 -
-------- -------
Loss applicable to common shareholders ($113,428) ($18,188)
======== =======
Loss per share data:
Continuing operations $ ( 0.00) $ (0.13)
Divested operations ( 0.00) -
-------- -------
Net loss $ ( 0.01) $ (0.13)
======== =======
Weighted average number of shares 16,226,294 136,896
(4)
JJFN SERVICES, INC.
AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CASH FLOWS
Three Months Ended September 30, 1996
Predecessor Three Months Ended September 30, 1995
(Unaudited)
Three Months Ended
September 30,
1996 1995
---------- ----------
Net Loss ($108,428) ($18,188)
---------- ----------
Adjustments to reconcile net income to net cash
provided by operating activities:
Amortization expense 45,244 -
Depreciation expense 86,399 -
Gain on sale of model homes (5,665) -
Changes in assets and liabilities:
Decrease in prepaid expenses and deposits 112,017 -
Increase in accounts payable and accrued expenses 54,639 18,188
Increase in unearned rental revenue 69,586 -
Increase in net assets realizable on divestiture (195,557) -
---------- ----------
Total adjustments 166,663 18,188
---------- ----------
Net cash provided by operating activities 58,235 -
---------- ----------
Cash flows from investing activities
Purchase of model homes (2,750,990) -
Proceeds from sale of model homes 272,712 -
Proceeds from sale of marketable securities 218,250 -
Capital expenditures (818) -
---------- ----------
Net cash used in investing activities (2,260,846) -
---------- ----------
Cash flows from financing activities:
Proceeds from mortgages payable 1,450,288 -
Principal payments on mortgages payable (263,025) -
Deferred financing costs (28,779) -
Proceeds from notes payable 825,000 -
Proceeds from issuance of common stock 700 -
Preferred distribution (15,000) -
Deferred offering costs (53,829) -
---------- ----------
Net cash provided by financing activities 1,915,355 -
---------- ----------
Net decrease in cash (287,256) -
Cash at beginning of period 770,723 -
---------- ----------
Cash at end of period $483,467 $ -
========== ==========
Supplemental disclosure of cash flow information:
Interest paid $166,872 $ -
(5)
JJFN SERVICES, INC.
AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1996
(unaudited)
Note 1. Unaudited Interim Financial Statements
The accompanying unaudited financial statements have been prepared in
accordance with the instructions for Form 10-Q and do not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management,
all adjustments, consisting only of normal recurring adjustments considered
necessary for a fair presentation, have been included. Operating results
for any quarter are not necessarily indicative of the results for any other
quarter or for the full year. These statements should be read in
conjunction with the financial statements of JJFN Services, Inc. and notes
thereto included in the Company's Annual Report on Form 10-K for the fiscal
year ended June 30, 1996.
Note 2. History and business activity
The Company was originally incorporated on November 2, 1995 as J & J
Financial Services, Inc. Effective February 9, 1996, the Certificate of
Incorporation was amended to change the Company's name from J & J Financial
Services, Inc. to JJFN Services, Inc.
JJFN Services, Inc. is engaged in the purchase and leasing of model homes.
Through September 30, 1996, the Company had purchased 21 model homes from
subsidiaries of K. Hovnanian Enterprises, Inc. ("Hovnanian") and 48 model
homes from Engle Homes, Inc. ("Engle"). Both Hovnanian and Engle are
nationally known home builders and real estate developers. Concurrent
therewith, the Company entered into arrangements to lease back the units to
the builders under operating lease agreements.
In addition, during the quarter ended September 30, 1996, the Company commenced
its land acquisition and contract development program. (Note 4)
JJFN Holdings, Inc., a wholly-owned subsidiary of the Company, is inactive.
Iron Eagle Contracting and Mechanical, Inc., a wholly-owed subsidiary of
JJFN Holdings, Inc., is a construction contractor and real estate developer.
Iron Eagle is developing a tract of land in Ozone Park, Queens, New York to
build two-family homes.
Note 3. Divestiture
Effective September 30, 1996, the Company adopted a formal plan to dispose
of its construction subsidiary, Iron Eagle Contracting and Mechanical Inc.
Under the proposed terms, the sale would be effective October 1, 1996.
The results of Iron Eagle Contracting and Mechanical have been reported
separately as a divestiture in the consolidated statements of operations.
The consolidated balance sheet at June 30, 1996 has been reclassified to
give effect to the divested operations of Iron Eagle Contracting and
Mechanical, Inc.
(6)
Assets and liabilities of Iron Eagle Contracting and Mechanical to be
divested consist of the following:
September 30, 1996 June 30, 1996
------------------ -------------
Cash $ 56,641 $ 195,668
Contract Receivables 512,866 278,500
Costs and Earnings 89,110 41,000
Land and development costs 556,826 388,980
Prepaid Expenses 39,467 43,018
Construction Equipment 245,056 248,933
Office Furniture and Equipment 31,897 33,637
Intangible assets, net 299,571 312,487
------------ -------------
Total assets $ 1,831,434 $ 1,542,223
Liabilities (803,809) (710,155)
------------ -------------
Net assets of divested segment $ 1,027,624 $ 832,068
============ =============
Under the terms of the proposed sale, the Company will sell the Common Stock
of the divested segment to the management of IECM. The terms of the sale
will be finalized upon completion of an independent valuation. The sale
price will not be less than $1,027,624. The transaction should be
consummated on or before the end of October 1996.
The following table summarizes selected financial data of the Company's
divested operation.
(*)
Three Months Ended Three Months Ended
September 30, 1996 June 30, 1996
------------------ ------------------
Revenues $ 596,730 $ 335,750
Expenses 651,174 440,038
--------- ----------
Loss from divested operations ($54,444) ($104,288)
========= ==========
(*) Although the Company acquired the operations of IECM on May 15, 1996,
financial data for the quarter ended June 30, 1996 is shown on a pro-forma
basis as if the acquisition had been effective April 1, 1996.
IECM currently has in hand contracts for work totaling approximately
$4,047,000 on five projects, which it expects to complete by the end of
fiscal year 1997, and an additional $1,969,000 in awards which await
contracts.
Note 4. Commitments
Model home purchase commitments
The Company has committed to purchase twenty-seven model homes from Bovis
Homes Inc., a subsidiary of P & O, a diversified worldwide company
headquartered in London, England. The purchase price is $3,500,000, and is
expected to close during October 1996.
(7)
Model home sales contracts
The Company has sale contracts pending on three model homes. The aggregate
sales price for the three homes is $467,500, and the aggregate purchase price
is $444,778.
Land acquisition and contract development program
During the current quarter, the Company began to market its land acquisition
and contract development program.
On September 18, 1996, the Company closed on a 70 acre tract of land located
in Western Boca Raton for a total purchase price of $8,591,956. The Company
entered into an agreement with a subsidiary of Engle Homes whereby the
Company agreed to pay Engle $4,500,000 to develop the property.
Simultaneously Engle entered into an Option to Purchase Contract to buy the
developed lots for $13,095,000. The Company receives a 12% per annum option
fee from Engle calculated on the actual amount of funds expended for the
purchase and development of the property. There is a $1,000,000 minimum
quarterly payment due for developed lots beginning no later than 180 days
from the contract purchase date. Engle Homes has deposited $1,719,000 in an
escrow account which may be applied to final payments due from Engle for
developed lots. In addition, Engle has posted a bond for the development
work.
Securitization Program
The Company is currently in negotiation with two major investment banking
firms to assist in structuring two separate Asset Backed Securitization
Programs. The Company has an agreement in principal with an investment
grade builder for the exclusive use of one of the facilities. The initial
amount of the facility will be $50,000,000, with increases over five (5)
years. The second facility, also for $50,000,000, will be structured as a
multi-builder program for the benefit of a pool of the company's existing
customers, as well as other non investment grade builders currently in
negotiation with the company. These builders are representative of companies
that are the nation's top single-family home builders. The company expects
to close the two separate securitization facilities before year end.
Note 5. Marketable Securities
Marketable securities consist of the following:
September 30, June 30,
1996 1996
------------- -----------
Marketable securities:
Antares Resources Corp.-Common Stock
100,000 shares at $ .25 $ 25,000 $ -
585,000 shares at 2.50 - 1,462,500
------------- ------------
$ 25,000 $ 1,462,500
============= ============
(8)
During July 1996, the Company entered into an indemnity agreement with a
significant shareholder, which induced JJFN not to sell its shares in Antares.
The shareholder agreed that if JJFN, in the future, sells any shares at a
price less than the market value of the shares at their date of acquisition
($2.50 per share), the shareholder would contribute additional shares of
Antares common stock, or other property, having a fair market value equal to
such difference.
During September 1996, JJFN sold 485,000 shares of Antares, which were
acquired at a cost of $1,212,500, for $218,250. Since the shareholder agreed
to indemnify JJFN if the marketable securities were sold at less than cost, no
loss was recorded on the sale. The deficiency of $994,250 was satisfied in
part by offsetting $825,000 of loans due to shareholders with the balance of
$169,250 recorded as a receivable arising from the indemnity agreement. Such
receivable is reflected as a reduction in stockholders' equity until such time
that the stockholder satisfies the remainder of the obligation.
The obligation of the shareholder was fully satisfied in the quarter ended
December 31, 1996.
The transaction is summarized as follows:
Original Cost $ 1,212,500
Sale Price (218,250)
------------
Deficiency 994,250
Portion Satisfied by offsetting
loans due to shareholders (825,000)
------------
Receivable arising from stockholder
indemnity agreement $ 169,250
============
(9)
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
A summary of the operating results of JJFN Services, Inc. and subsidiary for
the three months ended September 30, 1996, and Predecessor three months ended
September 30, 1995 are presented below.
Three Months Three Months
Ended Ended
September 30, September 30,
1996 % 1995 %
--------------------------------
Revenues:
Rental revenue $ 380,949 88% $ - -%
Real Estate option fees 37,232 9% - -%
Gain on sale of model homes 5,666 1% - -%
Interest income 9,088 2% - -%
Gain on sale securities 0 0% - -%
--------------------------------
Total revenues $ 432,935 100% - -%
Interest expense 208,805 48% 10,688 -%
Depreciation & Amortization 131,643 30% - -%
Corporate 146,471 34% 7,500 -%
--------------------------------
Total expenses 486,919 112% 18,188 -%
Loss from continuing operations 53,984 12% 18,188 -%
--------------------------------
Loss from divested operations 54,444 13% - -%
--------------------------------
Net loss 108,428 25% 18,188 -%
================================
Note: Although the effective date of the merger was May 15, 1996, financial
data for the quarter ended June 30, 1996 is shown throughout
Management's Discussion and Analysis on a pro-forma basis as if JJFN
Services, Inc. had acquired JJFN Holdings, Inc. and Iron Eagle
Contracting & Mechanical, Inc. effective April 1, 1996.
Divestiture
During the quarter ended September 30, 1996, the Company made a determination
to divest itself of its construction subsidiary, Iron Eagle Contracting and
Mechanical Inc. Such determination was made in order that the Company could
focus exclusively on its rapidly expanding core business which includes its
sale-leaseback and land acquisition and contract development programs.
Effective September 30, 1996, the Company adopted a formal plan to dispose
of its construction subsidiary, Iron Eagle Contracting and Mechanical Inc.
Under the proposed terms, the sale would be effective October 1, 1996.
(10)
The results of Iron Eagle Contracting and Mechanical have been reported
separately as a divestiture in the consolidated statements of operations.
Under the terms of the proposed sale, the Company will sell the Common Stock
of the divested segment to the management of IECM. The terms of the sale
will be finalized upon completion of an independent valuation. The sale
price will not be less than $1,027,624. The transaction should be
consummated on or before the end of October 1996.
The following table summarizes selected financial data of the Company's
divested operation.
Three Months Ended Three Months Ended
September 30, 1996 June 30, 1996
------------------ ------------------
Revenues $ 596,730 $ 335,750
Expenses 651,174 440,038
--------- -----------
Loss from divested operations ($54,444) ($ 104,288)
========= ===========
The Registrant's divested operation generated revenues of $596,000 for the
quarter. IECM currently has in hand contracts for work totaling approximately
$4,047,000 on five projects, which it expects to complete by the end of fiscal
year 1997, and an additional $1,969,000 in awards which await contracts.
In addition, IECM's residential real estate project in Ozone Park, New York,
in which it is currently constructing five two-family homes, is scheduled to
be completed and sold by the end of fiscal 1997. The finished homes will be
marketed at $319,000 per home, for total revenues (to be realized over the
next six to nine months) of $1,595,000 from the development.
Results of Operations:
Three Months Ended September 30, 1996 compared to September 30, 1995
The Company's predecessor had no revenues for the quarter ended September 30,
1995, accordingly, no revenue comparisons are presented.
Selling, general and administrative expenses increased $469,000 (or 2577%)
during the three months ended September 30, 1996, as compared to the
corresponding fiscal 1995 period, primarily due to the predecessor's
limited operations for fiscal year 1995.
The net loss of $108,428 was an increase of $90,240 (or 496%) as compared to
fiscal 1995.
Financial data for the registrant's predecessor, JJFN Holdings, Inc., is not
presented for the period July 1 through November 1, 1995, which was prior to
the registrant's inception. The predecessor had no operations or revenues
during that period and expenses consisted only of interest expense and
administrative costs. Such expenses are not relevant to the operations of
JJFN Service, Inc. or to any comparison of its operating results.
Three Months Ended September 30, 1996 compared to June 30, 1996
For the period from July 1, 1996 through September 30, 1996, the Registrant
had revenues of $1,279,190 of which lease rentals on model homes totaled
$380,949, revenues from the sale of model homes were $264,279, revenues from
option fees were $37,232, and revenues from IECM were $596,730. Net loss for
the period was $108,428 of which $53,984 was incurred in the Company's
continuing operations and $54,444 by the divested operation. Depreciation and
amortization for the quarter totaled $131,643 resulting in a positive cash
flow from continuing operations of $77,659.
The Company's revenues from rental income increased approximately $90,000 (a
30% increase) during the three months ended September 30, 1996 as compared
to the three months ended June 30, 1996. This increase is due to additional
lease revenues generated from the purchase of $2,300,000 model homes in the
quarter ended September 30, 1996, as well as a full three months of revenues
from model homes purchased during the previous quarter.
(11)
Model homes on lease net of accumulated depreciation have increased to
$13,224,825 at September 30, 1996 from $11,245,534 at June 30, 1996, a 17.6%
increase.
A breakdown of lease rental revenues by location is as follows:
Lease Revenues Model Homes
State Cost 7/1/96 to 9/30/96 Owned at 9/30/96
Florida $ 7,966,652 $ 218,203 45
Colorado $ 3,262,778 $ 97,886 15
Virginia $ 1,220,232 $ 36,607 5
North Carolina $ 737,288 $ 22,119 3
Texas $ 204,477 $ 6,134 1
---------- -------- --
Total $13,391,427 $ 380,949 69
========== ======== ==
The average purchase price of model homes acquired by the Registrant was
approximately $194,000. For the quarter ended 9/30/96, the Registrant has
sold two model homes for total sales price of $ 264,279 less costs of sales
of $258,613 for a net gain of $5,666.
During the current quarter, the Company began to market its land acquisition
and contract development program.
On September 18, 1996, the Company closed on a 70 acre tract of land located
in Western Boca Raton for a total purchase price of $8,591,956. The Company
entered into an agreement with a subsidiary of Engle Homes whereby the
Company agreed to pay Engle $4,500,000 to develop the property.
Simultaneously Engle entered into an Option to Purchase Contract to buy the
developed lots for $13,095,000. The Company receives a 12% per annum option
fee from Engle calculated on the actual amount of funds expended for the
purchase and development of the property. There is a $1,000,000 minimum
quarterly payment due for developed lots beginning no later than 180 days
from the contract purchase date. Engle Homes has deposited $1,719,000 in an
escrow account which may be applied to final payments due from Engle for
developed lots. In addition, Engle has posted a bond for the development
work.
Real Estate option fee revenues of $37,232 were generated from the new land
acquisition and contract development program, for the quarter ended September
30, 1996. Revenues from option fees and sales of developed lots are expected
to be in excess of $1,250,000 per quarter by the end of fiscal year 1997,
based solely on contracts in hand.
(12)
The following is an analysis of the Company's return on investments from the
sale-leaseback program and the land acquisition and contract development
program.
Return on Investment Sale-Leaseback Program
Monthly Net Annual
Model Home Units Purchase Bank Equity Monthly Interest Monthly Return On
Location Purchased Price Financing Contribution Revenue Expense Income Invest.
Florida 45 7966652 5400654 2565997 79667 39761 39906 18.7%
Colorado 15 3262778 2435006 827773 32628 18770 13858 20.1%
Virginia 5 1220232 847124 373108 12202 6248 5955 19.2%
North Carolina 3 737288 505800 231488 7373 3794 3579 18.6%
Texas 1 204477 204477 2045 2045 12.0%
Totals 69 13391427 9188584 4202843 133914 68572 65343 18.7%
Return on Investment Land Acquisition and Contract Development Program
Monthly Net Annual
Land Purchase Bank Equity Monthly Interest Monthly Return On
Location Price Financing Contribution Revenue Expense Income Invest.
Florida 8591956 6875000 1716956 85920 52995 32925 23.0%
Corporate costs decreased from $207,825 for the quarter ended June 30, 1996
to $146,471 for the quarter ended September 30, 1996. This decrease was
attributable to a reduction in professional and consulting fees as well as
non-recurring merger expenses incurred by JJFN Holdings during the quarter
ended June 30, 1996. Corporate expenses as a percentage of total revenues
decreased from 63% for the quarter ended June 30, 1996 to 34% for the
quarter ended September 30, 1996. This sharp decline is a result of the
Company's ability to generate substantial additional revenues while
maintaining its current overhead levels, as well as non-recurring expenses
incurred during the quarter ended June 30, 1996.
Liquidity and Capital Resources
The Registrant's principal business, leasing of model homes and land
acquisition and contract development, is a capital-intensive operation
requiring constant infusions of cash as the number and size of transactions in
which the Registrant is involved increases. To date, this business has been
financed in part by capital contributed and loans made by shareholders and in
part by secured loans from banks.
These capital contributions and loans have been adequate to permit the
Registrant to carry on operations to date. However, in order to finance the
expansion of operations which the Registrant intends over the coming fiscal
(13)
year, additional funds must be raised through the issuance of debt or equity
securities. To fill this need, the Registrant anticipates completing a
securities offering of $5-7 million prior to the end of 1996. The net proceeds
of this offering, together with existing cash of approximately $540,000 will
give the Registrant over $5,000,000 to finance current operations. In
addition, the Registrant has $7,800,000 available on a revolving line of
credit from Capital Bank of Miami, Florida.
The Registrant's present commitments for capital expenditures include the
purchase of twenty-seven (27) model homes from Bovis Homes, a subsidiary of
P&O,a diversified world-wide company headquartered in London England, for
$3,500,000. The Registrant expects that it will be able to finance this
transaction and others it currently is negotiating through available cash from
the sources described above and from other secured bank loans. In addition,
the Registrant is exploring the possibility of selling, either publicly or
privately, bonds collateralized by its model home inventory. There can be no
assurance, however, that any of the anticipated sources of funding will
ultimately be available to the Registrant or that other financing will be
available on acceptable terms.
Cash Flows
Net cash provided in operating activities totaled $58,000, comprised of net
loss of $108,000, plus net adjustments for non-cash items of $125,000, plus
a net change in other operating assets and liabilities of $41,000.
Net cash used in investing activities totaled $2,261,000, comprised of the
purchase of $2,751,000 in model homes and $1,000 in capital expenditures,
offset by $273,000 from the sale of model homes, and $218,000 from the sale
of marketable securities.
Net cash provided by financing activities totaled $1,915,000, comprised of
proceeds from mortgages payable of $1,450,000, proceeds from stockholder loans
of $825,000, and $1,000 from issuance of common stock, offset by principal
payments on mortgages payable of $263,000, deferred costs of $83,000, and
preferred stock distributions of $15,000.
Trends in Operations
The Registrant's operations are currently accelerating at a rapid rate. Such
growth has resulted from the ongoing acquisition of model homes under lease
and from the implementation of the Company's new land acquisition and contract
development program. Both programs have generated significant interest from
national real estate developers including Hovnanian, Engle, Bovis, Pulte, MDC
and others. The Company's successful implementation of these programs has led
to increased credit facilities. JJFN is currently negotiating new credit
relationships with major financial institutions (banks, insurance companies,
public and private investors, and financial subsidiaries of major industrial
corporations).
For the quarter ended September 30, 1996, purchases of model homes exceeded
$2,300,000, and land acquisition costs were over $8,500,000. The land
acquisition transaction was for the purchase of a 70 acre tract of land in
Boca Raton, Florida, which will be developed into 370 home sites. Following
completion of the development (in approximately six months following date of
acquisition in September 1996), revenues to the Registrant from option fees
and sales of developed lots will be a minimum of $1,250,000 per calendar
quarter, until completion of the project. In addition, the Registrant intends
to continue purchasing model homes as quickly as transactions can be
negotiated with developers and financing obtained. At September 30, 1996, the
Registrant's lease rental revenues had risen to a level of over $133,000 per
month, while the existing real estate option agreement will generate monthly
fees of $85,920 beginning in October 1996.
(14)
The following table illustrates JJFN Services, Inc.'s growth in assets and
revenues since inception.
Asset & Revenue Growth By Quarter For Continuing Operations
% % %
12/31/95 3/31/96 Inc. 6/30/96 Inc. 9/30/96 Inc.
-------------------------------------------------------------
Total Assets 3,512,090 11,917,231 239% 13,895,320 17% 23,887,575 72%
-------------------------------------------------------------
Revenues (*) 33,116 127,211 284% 325,076 156% 432,935 33%
-------------------------------------------------------------
(*) Net of cost of model homes sold.
Asset & Revenue Growth From 12/31/95 For Continuing Operations
% % %
12/31/95 3/31/96 Inc. 6/30/96 Inc. 9/30/96 Inc.
-------------------------------------------------------------
Total Assets 3,512,090 11,917,231 239% 13,895,320 296% 23,887,575 580%
-------------------------------------------------------------
Revenues (*) 33,116 127,211 284% 325,076 882% 432,935 1207%
-------------------------------------------------------------
(*) Net of cost of model homes sold.
Forward Looking Statements
This report contains certain forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") concerning
the Company's operations, economic performance and financial conditions,
including, in particular, the likelihood of the Company's success in
developing and bringing to market the products which it currently has under
development. These statements are based upon a number of assumptions and
estimates which are inherently subject to significant uncertainties, and
contingencies, many of which are beyond the control of the Company and
reflect future business decisions which are subject to change. Some of
these assumptions inevitably will not materialize, and unanticipated events
will occur which will affect the Company's results. Consequently, actual
results will vary from the statements contained herein and such variance may
be, and is likely to be material. Prospective investors should not place
undue reliance on this information.
(15)
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 of the
undersigned thereunto duly authorized.
JJFN SERVICES, INC.
By: /s/John P. Kushay
John P. Kushay, Treasurer
Chief Financial Officer and
Chief Accounting Officer
(Duly Authorized Officer)
Date: October 16, 1996
(16)
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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