<PAGE>
U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-QSB
[X] QUARTERLY REPORT PURSUANT SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 1999
[ ] TRANSITION REPORT PURSUANT SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ______________ to ________________
Commission File Number: 1-11883
EMB CORPORATION
---------------
(Name of small business issuer as
specified in its charter)
Hawaii 95-3811580
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3200 Bristol Street, Eighth Floor, Costa Mesa, California 92626
----------------------------------------------------------------
(Address of principal executive offices)
(714) 437-0738
----------------------
(Issuer's telephone number)
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 reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes [X] No [_]
Applicable only to issuers involved in bankruptcy proceedings during the
preceding five years
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by court.
Yes [_] No [_]
Applicable only to Corporate Issuers
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the last practicable date: 29,290,955 as of February 15, 2000.
Transitional Small Business Disclosure Format (Check One): Yes [_] No [X]
<PAGE>
EMB CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
December 31, 1999
(unaudited)
<TABLE>
<CAPTION>
ASSETS
<S> <C>
Current assets:
Cash $ 133,652
Restricted cash 68,992
Accounts receivable, net of allowance of $0 3,604,987
Mortgage loans held for sale 0
Other current assets 1,845,039
------------
Total current assets 5,652,670
Property and equipment, net 1,035,817
Related party receivable 49,310
Land held for sale 843,000
Goodwill, net of accumulated amortization 575,056
Investment in joint venture 292,842
Other Assets 1,003,990
Total Assets $ 9,452,685
============
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
Accounts payable $ 1,849,789
Line of credit 0
Accrued expenses 470,855
Payroll taxes payable 2,442,466
Related party payable 1,181,269
Current portion of notes payable 604,546
Current portion of capital lease obligation 13,497
------------
Total current liabilities 6,562,422
Capital lease obligations, net of current portion 141,168
Notes payable, net of current portion 1,049,095
Convertible notes payables 1,700,000
------------
Total liabilities 9,452,685
Shareholders' deficit:
Series A convertible preferred stock, no par value; 20,725
5,000,000 shares authorized, 13,513 shares issued and outstanding
Series B convertible preferred stock, no par value;
shares authorized, 97,500 shares issued and outstanding 183,100
Common stock, no par value; 30,000,000 shares
authorized, 28,140,955 shares issued and outstanding 21,038,404
Accumulated deficit (19,887,727)
------------
Total shareholders' deficit (1,354,502)
------------
Total Liability and Shareholders' Equity $ 9,452,685
============
</TABLE>
See accompanying notes to consolidated financial statements
2
<PAGE>
EMB CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT of OPERATIONS
For the Three Months Ended December 31, 1999 and 1998
<TABLE>
<CAPTION>
Three Months Three Months
------------ ------------
1999 1998
---- ----
(Unaudited) (Unaudited)
----------- -----------
<S> <C> <C>
Revenues -
Loan origination and other fees, net of
commitment fees $ 1,374,504 $ 3,493,990
Operating expenses:
Loan origination costs, commissions and
other fees 989,492 1,981,483
General and administrative 1,674,847 2,874,506
----------- -----------
2,664,339 4,855,989
----------- -----------
Income (loss) from operations (1,289,835) (1,361,999)
Other income (expense):
Interest income 6,746 (99,766)
Interest expense (2,975)
Other (5,771) (241)
----------- -----------
(2,000) (100,007)
----------- -----------
Net income (loss) $(1,291,835) $(1,462,006)
=========== ===========
Basic and dilutive earnings per common
share $ (0.05) $ (0.13)
=========== ===========
</TABLE>
See accompanying notes to consolidated financial statements
3
<PAGE>
EMB CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT of SHAREHOLDERS' DEFICIT
For the Three Months Ended December 31, 1999
(unaudited)
<TABLE>
<CAPTION>
Series A Convertible Series B Convertible
Preferred Preferred Common Stock Accumulated Shareholders'
Shares Amount Shares Amount Shares Amount Deficit Deficit
------ ------ ------ ------ ------ ------ ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balances, 13,513 $20,725 97,500 $183,100 26,340,955 $20,038,904 ($18,595,892) ($1,062,167)
September
30, 1999
Shares
issued
for
services
and
settlements - - - - 1,800,000 999,500 - 999,500
Net loss - - - - - - (1,291,835) (1,291,835)
-------- --------- ------- ---------- ---------- ----------- ----------- -----------
Balances, 13,513 $20,725 97,500 $183,100 28,140,955 $21,038,404 ($19,887,727) ($1,354,502)
December
31, 1999
</TABLE>
See accompanying notes to consolidated financial statements
4
<PAGE>
EMB CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT of CASH FLOWS
For the Three Months Ended December 31 1999 and 1998
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
1999 1998
----------- ------------
- -------------------------------------------------------------------------------------------------------------
(unaudited) (unaudited)
<S> <C> <C>
Cash flows from operating activities:
Net loss $(1,291,835) $(1,462,006)
Adjustments to reconcile net loss to net cash
used in operating activities:
Common stock issued for services 999,500 343,511
Provision for write-off of goodwill and settlement of ICI - -
Amortization of common stock issued for debt financing - -
Depreciation and amortization 51,880 76,840
Changes in operating assets and liabilities:
Accounts receivables (116,762) (122,927)
Mortgage loans held for sale - 5,397,834
Employee advances (10,350) -
Inventory - -
Other current assets (41,320) 83,272
Other assets (40,617) (30,755)
Accounts payable 291,007 777,607
Accrued liabilities 150,000 251,699
Payroll taxes payable 59,512 354,236
Other liabilities (16,063) (388,788)
----------- ------------
Net cash used in operating activities 54,952 5,280,523
----------- ------------
Cash flows from investing activities:
Purchases of property and equipment (16,137) (47,761)
Cash received from acquisition - 16,607
Issuance of notes receivable - -
----------- ------------
Net cash used in investing activities (16,137) (31,154)
----------- ------------
Cash flows from financing activities:
Proceeds (Repayments) on line of credit, net - (5,423,849)
Payments under capital lease obligations (43,019) (155,313)
Proceeds from issuance of notes payable - 326,354
Payments on borrowings - 108,478
Proceeds from related party borrowings 98,986 -
Proceeds from issuance of Preferred - -
Net cash provided by financing activities 55,917 (5,144,330)
----------- ------------
Net increase in cash 94,732 105,039
Cash at beginning of period 38,920 24,961
----------- ------------
- -------------------------------------------------------------------------------------------------------------
Cash at end of period $ 133,652 $ 130,000
=========== ============
- -------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to consolidated financial statements
5
<PAGE>
NOTE 1. BASIS OF PRESENTATION:
Unaudited Interim Financial Statements
In the opinion of management, the accompanying financial statements contain all
adjustments (which include only normal recurring adjustments) necessary to
present fairly the balance sheet of EMB Corporation and subsidiaries as of
December 31, 1999, and the results of their operations and their cash flows for
the three months ended December 31, 1999 and 1998, respectively. These
consolidated financial statements include the accounts of EMB Corporation and
its subsidiary companies (together "the Company").
Going Concern
Through December 31, 1999 and continuing in fiscal 2000, the Company has
incurred significant losses. The Company dramatically reduced its operation on
or about December 22, 1998 to significantly reduce the losses from operations.
The Company has been relatively inactive in fiscal 1999. Management is currently
funding its operations through loans from affiliates and/or officers. The
Company requires immediate proceeds from a financing or from the sale of its
land to meet its current obligations. Management has entered into an agreement
to sell certain of its assets (See Note 5-Subsequent Events). Management is also
seeking private equity and debt capital. There are no assurances that proceeds
from the sources discussed above will be available on acceptable terms or
available at all. These factors raise substantial doubt about the Company's
ability to continue as a going concern. The accompanying financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.
Certain prior period amounts have been reclassified to conform to current period
presentation. These reclassifications have no effect on previously reported net
losses.
Information in this report should be read in conjunction with the Company's
consolidated financial statements as stated in its reports on Form 10-KSB for
the fiscal years ended September 30, 1998 and September 30, 1999. The
accompanying financial information is not necessarily indicative of the results
for the year ended September 30, 1999.
NOTE 2. LOSS PER COMMON SHARE
Basic and dilutive loss per common share is based on the weighted average number
of common shares outstanding during the period. Outstanding options and
warrants have not been included in the calculation of the weighted average
shares outstanding since their effects are anti-dilutive.
NOTE 3 - WAREHOUSE LINE OF CREDIT
The Company, through its EMB Mortgage Corporation subsidiary, had an agreement
with a national lender whereby the lender extended a $25 million warehouse line
of credit to the Company solely for the purpose of funding residential mortgage
loans. Interest was charged based on the lender's referenced prime rate plus
0.5% per annum. The outstanding balance on
6
<PAGE>
December 31, 1998, was $9.1 million and during the second quarter of 1999, the
obligation was fully satisfied upon termination of the agreement.
Also through its EMB Mortgage Corporation subsidiary, the Company also had a
master commitment with such lender totaling $150 million during fiscal 1998
which was subsequently increased to $500 million. The master commitment allowed
the Company to fund loans of jumbo and conforming residential first and second
mortgages, and sell the loans to the lender. The master loan commitment was
terminated concurrently with the warehouse line of credit above.
As of December 31, 1999, the Company's subsidiary, American Residential Funding,
Inc., had warehouse lines of credit not exceeding $100,000.00
NOTE 4. SHAREHOLDERS' DEFICIT
There were no conversions of the Company's Series A Convertible Preferred and
Series B Convertible Preferred during the three months ended December 31, 1999.
As a result, the Company had 13,514 of its Series A Convertible Preferred Stock
and 97,500 shares of its Series B Convertible Preferred Stock issued and
outstanding as of December 31, 1998.
During the three month period ended December 31, 1999 the Company issued
1,800,000 shares of common stock valued at $999,500 to certain consultants and
advisors for services provided.
NOTE 5. SUBSEQUENT EVENTS
On January 12, 2000, the Company entered into an agreement with e-Net Financial
Corporation ("e-Net") whereby e-net will acquire certain assets of the Company,
including all of the outstanding stock of the Company's subsidiaries, American
Residential Funding, Inc. and Residential Mortgage Corporation. Refer to the
Company's Form 8-K dated January 12, 2000 for further information concerning
this agreement.
On February 3, 2000, the Company entered into an agreement to acquire all of the
outstanding stock of Titus Real Estate Corporation ("Titus"). Titus owns a
combination of non-operated working and royalty interests in 71 producing oil
and gas wells located in the State of Oklahoma. The wells have been in
production for at least 8 years. Based upon current oil prices, the production
history of the wells and reserve reports which were disclosed to the Company,
the Company projects receiving between $5,000 and $10,000 per month in net
income for a minimum of 8-10 years.
7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.
GENERAL
In fiscal 1998, the Company expanded its mortgage banking operations
through its acquisitions of Investment Consultants, Inc. ("ICI") and Preferred
Holding Group, Inc. ("PHG"). In fiscal 1999, the Company ceased its mortgage
banking operations of EMB Mortgage Corporation and divested itself of ICI due to
an economic downturn in the mortgage banking industry. Later in fiscal 1999,
the Company recommenced its mortgage banking operations through acquisitions of
American Residential Funding ("AMRES") and Residential Mortgage Corporation
("RMC"). Effective September 1999, EMB Mortgage was no longer in operation.
At the time of its acquisition by the Company, AMRES operated four company-
owned offices and licensed 10 Net Branch offices, all of which were located in
Southern California. With respect to company-owned offices, AMRES pays all
operational expenses and retains all of the income generated from that office.
A Net Branch differs in that AMRES entered into an agreement with an
independent, third party mortgage or real estate broker, licensing it to use the
AMRES name and to operate an AMRES-branded branch. The owner-manager of the Net
Branch pays all expenses of the Net Branch, including a payment to AMRES of a
pre-established fee for each closed mortgage loan. All net income is retained
by and all net loss is borne by, the Net Branch owner-manager. The amount of
the fee paid to AMRES varies depending upon the loan type and amount. In
addition, AMRES receives various costs for associated with the loans which are
charged to the borrower(s). As of December 31, 1999, AMRES had four Company
owned offices located in Southern California. In addition, it had approximately
50 Net Branch offices which were located in Southern California, Hawaii, Arizona
and Florida.
Prior to its acquisition by the Company in May 1999, RMC had not actively
engaged in business for approximately one year. The Company has been engaged in
reactivating RMC's warehouse lines of credit of RMC and renewing RMC's approvals
with the various government and government-affiliated lenders: FHA, VA, FNMA
("Fannie Mae") and FHLMC ("Freddie Mac"). The Company intends for RMC to
operate as a traditional mortgage banker, funding loans brokered to it by AMRES
and other independent mortgage brokers. In addition, the RMC currently operates
an Internet-based, direct-to-consumer retail mortgage operation.
Upon completion of the announced sale of both AMRES and RMC (see Note 5 to
the Company's Consolidated Financial Statements, above) the Company intends to
change the focus of its operations from a financial services company to a
natural resources development company, through development of possible oil and
water reserves associated with its real property located in Monterey County,
California, and through acquisitions of other properties, including interests in
producing oil and gas and/or water properties. (see Note 5 to the Company's
Consolidated Financial Statements, above).
LOAN ORIGINATIONS AND PURCHASES
The Company decreased its funded mortgage loan volume to $39,000,000 during the
three month period ended December 31, 1999. The prior year period is not
comparable inasmuch as the prior year period pertained to the operations of EMB
Mortgage Corporation and the current year period is for the operations of
American Residential Funding, Inc.
8
<PAGE>
RESULTS OF OPERATIONS
Three months ended December 31, 1999 compared with three months ended December
31,1998. It should again be noted that the prior year covers, primarily,
operations of EMB Mortgage Corporation, which operated as wholesale mortgage
banker in approximately 30 states, and the current year period is, primarily,
for the operations of American Residential Funding, Inc. which is a Net Branch-
based retail mortgage broker operating in only 4 states:
Mortgage loan revenues, net of commitment fees, decreased 60% to $1,374,504 in
the three month period ended December 31, 1999, from $3,493,990 in 1998.
Revenues were generated primarily from loan processing and resale of mortgage
loans. The decrease of revenues is due to the change in business model as
discussed in the foregoing paragraph.
Loan origination costs, commissions and other fees decreased 34% to $989,492
during the three months ended December 31, 1999 versus 1998, and such costs
represented 72% and 43% of revenues, respectively. The increase in these
expenses is due to the change in business model as discussed above.
General and administrative expenses decreased 42% to $1,674,847 in the three
month period ended December 31, 1999 from $2,874,706 in 1997. This increase is
principally attributable to the change in business model as discussed and a
reduction in staff for the corporate operations of the Company. Included in
general and administrative expenses are consulting fees satisfied through the
issuance of common stock amounting to $990,500 and $343,511 during the three
months ended December 31, 1999 and 1998, respectively.
Interest income net of interest expense for the three months ended December 31,
1999 was $3,771. Interest income net of interest expense for the three months
ended December 31, 1998 was ($99,766).
The net loss was $1,291,835 during the three month period ended December 31,
1999, as compared with a loss of $1,466,871 during the same period of 1998, due
primarily to a decreases of revenues resulting from the change in business
model, as discussed above, but accompanied by a lesser percentage decrease in
general and administrative expenses.
LIQUIDITY AND CAPITAL RESOURCES
The Company's capital resources have historically been provided by cash from
financing activities, primarily from the sale of its preferred stock and
warrants, and through convertible debt instruments and warrants. Due to the
extended losses incurred by the Company, its cash was being depleted rapidly
from operations. At December 31, 1998, the Company had a working capital
deficit of $5.0 million. The Company reduced its operation on or about December
22, 1998 to significantly reduce the losses and cash flows from operations. The
Company began originating loans through its acquisition of AMRES in May 1999.
AMRES is originating approximately $17 million in loans per month. Management is
currently funding its operations through loans from affiliates and/or officers.
No cash flows have been generated through the sale of common or preferred stock,
or convertible debt securities in fiscal 1999 and management does not believe
such capital will be available to them. Management currently believes its sole
source of repayment of its obligations will come from the sale of its AMRES and
RMC subsidiaries.
9
<PAGE>
There are no assurances that the sale will be completed, if at all. These
factors raise substantial doubt about the Company's ability to continue as a
going concern. The accompanying financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On or about November 17, 1998, the Company entered into a Stipulated
Judgment in the matter of Yamaichi International (America) Inc., vs. EMB
----------------------------------------------
Corporation, USDC, Southern District of New York, Case No. 98-7152 (DLC). The
- -----------
lawsuit arose out of the obligation of the Company to pay rent for its branch
corporate office in New York City. The total amount of the judgment was
$186,000. As of December 31, 1999, the Company has paid approximately $7,100
toward the judgment.
On or about August 4, 1999, a judgment was entered against the Company in
the matter of Resource Bancshares Mortgage Group, Inc. vs. EMB Mortgage
---------------------------------------------------------
Corporation, Circuit Court for Palm Beach County, Florida, Case No. 99-2106-AO.
- -----------
The amount of the judgment was $129,518.57, and arose out of a mortgage loan
which Resource Bancshares Mortgage Group, Inc. ("RBMG") had requested the
Company to repurchase due to underwriting deficiencies. The mortgage loan in
question had been underwritten by Republic Mortgage Insurance Company and/or
RMIC Corporation (collectively, "RMIC") pursuant to a contract underwriting
agreement by and between RMIC and the Company. This agreement provided for RMIC
to provide certain remedies, including indemnification, to the Company in the
event of the failure of the RMIC underwriters to underwrite the Company's
mortgage loans in accordance with investor guidelines. The effectiveness of the
indemnification provisions of the agreement is dependent upon the result of
negotiations between the Company and RMIC, as further discussed in the following
paragraph.
The Company and RMIC are currently engaged in litigation, Republic Mortgage
-----------------
Insurance Corporation and RMIC Corporation vs. EMB Mortgage Corporation, Forsyth
- -----------------------------------------------------------------------
County, North Carolina Superior Court, Civil Action No. 98 CVS 11380 and a
judgment was filed in favor of RMIC in April 1999. This lawsuit arises out of
fees allegedly owed RMIC by the Company for underwriting services provided by
RMIC to the Company in its Daytona Beach, Florida office. Management of the
Company believes that RMIC and/or Joseph K. Brick, former Vice President of the
Company and former manager of its Daytona Beach operations, may be liable to
indemnify the Company for the losses incurred by the Company in connection with
the mortgage loan which is the basis for the RBMG litigation and any other
potential losses involving loans underwritten by RMIC at the Daytona Beach
office. The Company and RMIC are currently engaged in settlement discussions
which, the Management of the Company believes, will result in RMIC assuming such
liability.
The Company and Joseph K. Brick are currently engaged in litigation, Joseph
------
K. Brick vs. EMB Corporation, Circuit Court, Seventh Judicial District, Volusia
- ----------------------------
County, Florida, Case no. 99-30669 CICI. The Company has filed a Motion to
dismiss the complaint for failure to state a cause of action and for lack of
jurisdiction. If granted, the Company intends to initiate proceedings against
Mr. Brick and others in the State of California.
In September 1999, the Company entered into a Stipulation for Judgment
in the matter of Southern Pacific Thrift & Loan vs. EMB Corporation, et al.,
-----------------------------------------------------------
Orange County, California Superior Court,
10
<PAGE>
Case no. 807620. The case arose out of money due IMPAC Warehouse Lending Group,
Inc., on a pledge account towards the warehouse line of credit in favor of EMB
Mortgage Corporation. The agreement provides for payment by the Company to
Southern Pacific Thrift & Loan of the sum of $100,431.13. At present the Company
has full satisfied this judgment.
During December 1998, the Company terminated the majority of its then
employees due to the ceasing of operation of EMB Mortgage. In most cases the
employees were not given their final wages upon termination. There have been
various claims made by these employees and the labor board has taken actions
against the Company. Amounts owed the former employees were accrued in a prior
period and periodic payments have been made to a substantial number of the
former employees.
The Company is not engaged in any other legal proceedings except litigation
in the ordinary course of its business. In the opinion of management, the amount
of ultimate liability with respect to those proceedings will not be material to
the Company's financial position or results of operations.
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of the security holders of the Company during
its fiscal quarter ended December 31, 1999.
ITEM 5. OTHER INFORMATION.
Not applicable.
11
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits. Exhibit 27 - Financial Data Schedule
(b) Reports on Form 8-K.
On January 12, 2000, the Company filed a report on Form 8-K which
disclosed the agreement entered into by and between the Company and e-
Net Financial Corporation, whereby the Company agreed to sell certain
of its assets to e-Net Financial Corporation.
12
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Exchange Act, the
Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
EMB CORPORATION
Date: February 22, 2000 By: /s/ JAMES E. SHIPLEY
--------------------
James E. Shipley
Director, President and Principal Financial
and Accounting Officer
Date: February 22, 2000 By: /s/ WILLIAM V. PERRY
--------------------
William V. Perry
Director, Executive Vice President
and Secretary
13
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-2000
<PERIOD-START> OCT-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 133,652
<SECURITIES> 0
<RECEIVABLES> 3,604,987
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 5,652,670
<PP&E> 1,487,646
<DEPRECIATION> (451,829)
<TOTAL-ASSETS> 9,452,685
<CURRENT-LIABILITIES> 6,562,422
<BONDS> 0
0
203,825
<COMMON> 21,038,404
<OTHER-SE> (19,887,727)
<TOTAL-LIABILITY-AND-EQUITY> 9,452,685
<SALES> 1,374,504
<TOTAL-REVENUES> 1,374,504
<CGS> 989,492
<TOTAL-COSTS> 989,492
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 6,746
<INCOME-PRETAX> (1,291,835)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,291,835)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,291,835)
<EPS-BASIC> (0.05)
<EPS-DILUTED> (0.05)
</TABLE>
