<PAGE> 1
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM 10-Q/A
---------------------
<TABLE>
<S> <C>
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED: FEBRUARY 28, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM: ____________ TO ____________
</TABLE>
COMMISSION FILE NUMBER: 0-21689
ALTIVA FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 88-0286042
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
</TABLE>
1000 PARKWOOD CIRCLE, SUITE 600, ATLANTA, GEORGIA 30339
(Address of principal executive offices) (Zip Code)
(770) 952-6700
(Registrant's telephone number, including area code)
MEGO MORTGAGE CORPORATION
(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 [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
As of June 7, 1999, there were 3,056,666 shares of Common Stock, $.01 par
value per share, of the Registrant outstanding.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
ALTIVA FINANCIAL CORPORATION
INDEX
PART I
FINANCIAL INFORMATION
<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
Item 1. Condensed Financial Statements (unaudited)
Condensed Statements of Financial Condition at August 31, 1
1998 and February 28, 1999................................
Condensed Statements of Operations for the Three and Six 2
Months Ended February 28, 1998 and 1999...................
Condensed Statements of Cash Flows for the Six Months Ended 3
February 28, 1998 and 1999................................
Condensed Statements of Stockholders' Equity for the Six 4
Months Ended February 28, 1999............................
Notes to Condensed Financial Statements..................... 5
Item 2. Management's Discussion and Analysis of Financial Condition 7
and Results of Operations.................................
Item 3. Quantitative and Qualitative Disclosure About Market Risk... 18
PART II
OTHER INFORMATION
Item 1. Legal Proceedings........................................... 19
Item 4. Matters Submitted to a Vote of Security Holders............. 19
Item 5. Other Information........................................... 20
Item 6. Exhibits and Reports on Form 8-K............................ 20
SIGNATURE............................................................ 21
</TABLE>
i
<PAGE> 3
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ALTIVA FINANCIAL CORPORATION
CONDENSED STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
FEBRUARY 28,
AUGUST 31, 1999
1998 (UNAUDITED)
---------- ------------
(THOUSANDS OF DOLLARS,
EXCEPT PER
SHARE AMOUNTS)
<S> <C> <C>
ASSETS
Cash and cash equivalents................................... $ 36,404 $12,681
Cash deposits, restricted................................... 3,662 3,155
Loans held for sale, net of allowance for credit losses of
$76 and $220 and valuation allowance of $10,901 and
$1,732.................................................... 10,975 24,400
Mortgage related securities, at fair value.................. 34,830 35,700
Mortgage servicing rights................................... 83
Other receivables........................................... 5,078 6,028
Property and equipment, net of accumulated depreciation of
$1,328 and $1,511......................................... 1,813 2,792
Organizational costs, net of amortization................... 96
Prepaid debt expenses....................................... 2,790 2,402
Deferred federal income tax asset........................... 5,376 6,012
Deferred state income tax asset............................. 3,064 2,207
Other assets................................................ 364 2,986
-------- -------
TOTAL ASSETS...................................... $104,535 $98,363
======== =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Notes and contracts payable............................... $ 16,345 $33,473
Accounts payable and accrued liabilities.................. 16,431 6,272
Allowance for credit losses on loans sold with recourse... 2,472 2,036
Subordinated debt......................................... 42,693 30,793
-------- -------
Total liabilities................................. 77,941 72,574
-------- -------
Stockholders' equity:
Preferred Stock, $.01 par value per share
(Authorized -- 5,000,000 shares;....................... 1 1
Issued and outstanding -- 62,500 at August 31, 1998 and
February 28, 1999)
Common Stock, $.01 par value per share
(Authorized -- 400,000,000 shares; Issued and
outstanding -- 3,056,666 at August 31, 1998 and
February 28, 1999)..................................... 306 306
Additional paid-in capital................................ 122,143 122,143
Retained earnings......................................... (95,856) (96,661)
-------- -------
Total stockholders' equity........................ 26,594 25,789
-------- -------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY........ $104,535 $98,363
======== =======
</TABLE>
See notes to condensed financial statements.
1
<PAGE> 4
ALTIVA FINANCIAL CORPORATION
CONDENSED STATEMENT OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS SIX MONTHS
ENDED FEBRUARY 28, ENDED FEBRUARY 28,
------------------------------ ------------------------------
1998 1999 1998 1999
------------- ------------- ------------- -------------
(THOUSANDS OF DOLLARS, EXCEPT (THOUSANDS OF DOLLARS, EXCEPT
PER SHARE AMOUNTS) PER SHARE AMOUNTS)
<S> <C> <C> <C> <C>
REVENUES:
Gain (loss) on sale of loans............ $ (1,912) $ 220 $ 1,809 $ 392
Net unrealized loss on mortgage related
securities........................... (3,652) (439) (16,760) (169)
Loan servicing income, net.............. 1,310 92 2,504 332
Interest income......................... 4,879 1,741 9,175 3,343
Less: interest expense.................. (4,195) (2,302) (7,281) (4,067)
---------- ---------- ---------- ----------
Net interest income (expense)........ 684 (561) 1,894 (724)
---------- ---------- ---------- ----------
Net (losses) revenues........... (3,570) (688) (10,553) (169)
---------- ---------- ---------- ----------
COSTS AND EXPENSES:
Net provision (benefit) for credit
losses............................... 706 (340) 2,296 (297)
Depreciation and amortization........... 298 245 506 460
Other interest.......................... 150 21 227 63
General and administrative:
Payroll and benefits................. 5,054 1,627 10,740 3,606
Supplies and postage................. 310 66 676 137
Rent and lease expenses.............. 389 309 710 668
Professional services................ 1,020 789 2,536 1,753
Insurance............................ 125 165 494 350
Sub-servicing fees................... 610 78 1,271 100
Taxes and licensing fees............. 10 64 80 126
Communications....................... 184 118 356 237
Bank and wire fees................... 198 89 183 226
Travel and entertainment............. 535 127 1,004 236
Legal Settlement..................... 1,186 1,186
Other................................ 532 11 907 187
---------- ---------- ---------- ----------
Total costs and expenses........ 10,121 4,555 21,986 9,038
---------- ---------- ---------- ----------
(Loss) Before Income Taxes and
Extraordinary Item...................... (13,691) (5,243) (32,539) (9,207)
Income Taxes (Benefit) before
extraordinary item...................... 7,153 (2,120) 0 (3,590)
---------- ---------- ---------- ----------
NET (LOSS) BEFORE EXTRAORDINARY ITEM...... (20,844) (3,123) (32,539) (5,617)
Extraordinary item, net of taxes of $2.9
million................................. 0 4,812 0 4,812
---------- ---------- ---------- ----------
NET INCOME (LOSS)......................... $ (20,844) $ 1,689 $ (32,539) $ (805)
========== ========== ========== ==========
INCOME (LOSS) PER COMMON SHARE:
Basic:
Net income (loss).................... $ (16.95) $ 0.55 $ (26.45) $ (0.26)
========== ========== ========== ==========
Weighted-average number of common
shares............................. 1,230,000 3,056,666 1,230,000 3,056,666
========== ========== ========== ==========
Diluted:
Net income (loss).................... $ (16.71) $ 0.55 $ (26.08) $ (0.26)
========== ========== ========== ==========
Weighted-average number of common
shares and assumed conversions..... 1,247,607 3,056,666 1,247,607 3,056,666
========== ========== ========== ==========
</TABLE>
See notes to condensed financial statements.
2
<PAGE> 5
ALTIVA FINANCIAL CORPORATION
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
FEBRUARY 28,
-----------------------
1998 1999
---------- ----------
(THOUSANDS OF DOLLARS)
<S> <C> <C>
CASH FLOWS FROM OPERATING:
Net Income (Loss)........................................... (32,539) (805)
ADJUSTMENTS TO RECONCILE NET INCOME TO CASH USED IN
OPERATING:
Loans originated for sales, net of loan fees.............. (335,510) (32,501)
Sale of Loans, net of fees................................ 286,800 27,031
Payments on loans held for sale........................... 1,179 1,040
Lower of Cost or Market Adjustment........................ 16,760 (9,169)
Additions to mortgage related securities.................. 1,532 (1,125)
Accretion of residual interest on MRS..................... (4,435) (1,260)
Market Valuation of Mortgage Related Securities........... 556 645
Payments on mortgage related securities................... 632 870
Additions to mortgage servicing rights.................... (434)
Amortization of Mortgage Servicing Rights................. 1,227 7
Proceeds from sale of mortgage servicing rights........... 76
Depreciation and amortization expense..................... 506 460
Amortization of prepaid debt expense...................... 656 388
Amortization/Write-Off of prepaid commitment fees......... 464
Deferred income taxes (benefit)........................... (2,152) 221
Net provisions for estimated credit losses................ 2,296 (297)
CHANGES IN OPERATING ASSETS AND LIABILITIES:
(Increase) decrease in cash deposits, restricted.......... (3,149) 507
Decrease (increase) in other assets, net.................. 2,755 (3,572)
Increase (decrease) in state income taxes payable......... (649)
Increase in other liabilities............................. 4,052 (10,159)
Total Adjustments.................................. (26,914) (26,838)
Net Cash Used in Operating Activities.............. (59,453) (27,643)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment........................ (30) (1,308)
Net Cash Used in Investing Activities.............. (30) (1,308)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings on notes and contracts payable... 328,802 22,871
Payments on notes and contracts payable................... (310,611) (5,752)
Issuance of subordinated debt............................. 38,373
Repurchase of subordinated debt........................... (11,867)
Amortization of premium of subordinated debt.............. (33) (33)
Net Cash Provided by Financing Activities.......... 56,531 5,228
-------- --------
Net Increase (Decrease) in Cash and Cash Equivalents........ (2,952) (23,723)
Cash and Cash Equivalents - Beginning of Year............... 6,104 36,404
Cash and Cash Equivalents - End of year..................... 3,152 12,681
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest................................................ $ 4,602 $ 1,021
======== ========
State income taxes...................................... $ 493 $ 94
======== ========
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES:
Increase in deferred federal income tax asset related to
Spin-off................................................ $ 2,354 $ 0
======== ========
</TABLE>
See notes to condensed financial statements.
3
<PAGE> 6
ALTIVA FINANCIAL CORPORATION
CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY
(UNAUDITED)
<TABLE>
<CAPTION>
PREFERRED STOCK COMMON STOCK
$.01 PAR VALUE $.01 PAR VALUE ADDITIONAL
--------------- ------------------ PAID-IN RETAINED
SHARES AMOUNT SHARES AMOUNT CAPITAL EARNINGS TOTAL
------ ------ --------- ------ ---------- -------- -------
(THOUSANDS OF DOLLARS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at August 31, 1998...... 62,500 $1 3,056,666 $306 $122,143 $(95,856) $26,594
Net loss for the six months
ended February 28, 1999....... -- -- -- (805) (805)
------ -- --------- ---- -------- -------- -------
Balance at February 28, 1999.... 62,500 $1 3,056,666 $306 $122,143 $(96,661) $25,789
====== == ========= ==== ======== ======== =======
</TABLE>
See notes to condensed financial statements.
4
<PAGE> 7
ALTIVA FINANCIAL CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED FEBRUARY 28, 1998 AND 1999
1. CONDENSED FINANCIAL STATEMENTS
In the opinion of management, when read in conjunction with the audited
Financial Statements for the years ended August 31, 1997 and 1998 contained in
the Form 10-K/A of Mego Mortgage Corporation filed with the Securities and
Exchange Commission for the fiscal year ended August 31, 1998, the accompanying
unaudited Condensed Financial Statements contain all of the information
necessary to present fairly the financial position of Altiva Financial
Corporation (the "Company") at February 28, 1999, the results of its operations
for the three and six months ended February 28, 1998 and 1999, the change in
stockholders' equity for the six months ended February 28, 1999 and the cash
flows for the six months ended February 28, 1998 and 1999. Certain
reclassifications, including the reclassification of commission and selling
expenses of approximately $1,332,000 for the six months ended February 28, 1999
into their component expense categories within general and administrative
expenses, have been made to conform prior periods with the current period
presentation.
The preparation of financial statements, in conformity with generally
accepted accounting principles ("GAAP") requires management to make estimates
and assumptions that affect the reported amounts of assets, liabilities,
disclosures of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates. In the
opinion of management, all material adjustments necessary for the fair
presentation of these statements have been included herein, which are normal and
recurring in nature. The results of operations for the six months ended February
28, 1999 are not necessarily indicative of the results to be expected for the
full year.
The Company records gain on sale of loans as required by Statement of
Financial Accounting Standards No. 125 ("SFAS 125") which, among other things,
requires management to estimate the fair value of certain mortgage related
securities and servicing assets utilizing future prepayment and loss
assumptions. Such assumptions will differ from actual results and the
differences could be material. Management utilizes assumptions based on a
variety of factors including historical trends, consultation with its financial
advisors and assumptions utilized by its peers. Historical trends may not be an
indication of future results, which may be affected by changes in interest
rates, credit quality, availability of alternative financing options and general
economic conditions. The application of SFAS 125 is required for all entities
with certain mortgage banking activities including originators and sellers of
mortgage loans. Management believes that its assumptions are similar to those
utilized by other subprime mortgage loan originators.
Capitalized terms not defined herein are defined in the Company's audited
Financial Statements for the years ended August 31, 1997 and 1998 that are
contained in the Form 10-K/A of Mego Mortgage Corporation, the Company's former
name, filed with the Securities and Exchange Commission for the fiscal year
ended August 31, 1998.
2. ADJUSTMENTS TO CARRYING VALUES OF MORTGAGE RELATED SECURITIES
In earlier periods, the Company experienced voluntary prepayment activity
and delinquencies with regard to its securitized Equity + and Home Equity loans
(Equity + and Home Equity loans together referred to as "Conventional Loans"),
and as a result was required to adjust the assumptions previously utilized in
calculating the carrying value of its mortgage-related securities. There have
been no valuation adjustments related to the six months ended February 28, 1999.
5
<PAGE> 8
ALTIVA FINANCIAL CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS -- (CONTINUED)
3. RECENT EVENTS
In January, 1999, the Company completed the purchase from FirstPlus
Financial, Inc. of substantially all of the assets of a retail production
platform in Las Vegas, Nevada.
In February, 1999, the Company repurchased $11 million principal amount of
the Company's 12 1/2% Subordinated Notes, due 2001.
Effective March 22, 1999 Mego Mortgage Corporation has changed its
corporate name to Altiva Financial Corporation (Nasdaq: ATVA).
The Company completed a one-for-ten reverse stock split of its common
stock, par value $0.01, effective March 22, 1999 with respect to shares of the
Company's common stock outstanding as of that date. As a result, the outstanding
shares and related earnings per share for the three and six month periods ending
February 28, 1998 and February 1999 are adjusted to reflect this reverse stock
split.
6
<PAGE> 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
SPECIAL CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS
The following Management's Discussion and Analysis of Financial Condition
and Results of Operations section contains certain forward-looking statements
and information relating to the Company that are based on the beliefs of
management as well as assumptions made by and information currently available to
management. Such forward-looking statements include, without limitation, the
Company's expectation and estimates as to the Company's business operations,
including the introduction of new loan programs and products and future
financial performance, including growth in revenues and net income and cash
flows. In addition, included herein the words "anticipates," "believes,"
"estimates," "expects," "plans," "intends" and similar expressions, as they
relate to the Company or its management, are intended to identify forward-
looking statements. Such statements reflect the current views of the Company's
management with respect to future events and are subject to certain risks,
uncertainties and assumptions. Also, the Company specifically advises readers
that the factors listed under the caption "Liquidity and Capital Resources"
could cause actual results to differ materially from those expressed in any
forward-looking statement. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect, actual results
may vary materially from those described herein as anticipated, believed,
estimated or expected.
The following discussion and analysis should be read in conjunction with
the Condensed Financial Statements, including the notes thereto, contained
elsewhere herein and in the Company's Annual Report on Form 10-K/A for the
fiscal year ended August 31, 1998 and Quarterly Report on Form 10-Q for the
three months ended November 30, 1998.
GENERAL
The Company is a specialized consumer finance company that funds,
purchases, makes and sells consumer loans secured by deeds of trust on
one-to-four family residences. Historically, the Company has retained the right
to service a substantial portion of the loans it sold. The Company's borrowers
generally do not qualify for traditional "A" credit mortgage loans. Typically,
their credit histories, income or other factors do not conform to the lending
criteria of government chartered agencies that traditional lenders rely on in
evaluating whether to make loans to potential borrowers.
The Company's loan products are:
- First mortgage loans and home equity loans ("Home Equity loans") that are
typically secured by first liens, and in some cases by second liens, on
the borrower's residence. In making Home Equity loans, the Company relies
primarily on the appraised values of the borrowers' residences. The
Company determines the loan amount based on the appraised values and the
creditworthiness of the borrowers. These loans generally are used to
purchase residences and refinance existing mortgages.
- High loan-to-value loans ("Equity + loans") that are based on the
borrowers' credit. These loans typically are secured by second liens on
the borrowers' primary residences. The initial amount of an Equity +
loan, when added to other outstanding senior or secured debt on the
residences, resulted in a combined loan-to-value ratio that averaged 112%
during fiscal 1997 and 1998. The loan-to-value ratio on these loans may
be as high as 125%. These loans generally are used to consolidate debt
and make home improvements.
In prior years, the majority of the Company's loan production was purchased
from approved mortgage bankers and other financial intermediaries. Presently,
the Company funds loans originated through its network of pre-approved mortgage
brokers. These brokers submit loan packages to the Company, which in turn funds
the loans to approved borrowers. The Company also makes retail or
direct-to-consumer loans. All loans funded or purchased by the Company are
underwritten and graded by the Company's personnel.
Historically, certain of the loans produced by the Company qualified under
the provisions of Title I of the National Housing Act which is administered by
the U.S. Department of Housing and Urban Development ("HUD"). Pursuant to the
Title I credit insurance program, 90% of the principal balances of the loans are
7
<PAGE> 10
U.S. government insured ("Title I loans"), with cumulative maximum coverage
equal to 10% of all Title I loans originated by the Company. As a result of
prior losses, no FHA insurance remained with respect to the Company's portfolio
of Title I loans as of August 31, 1998 and February 28, 1999. However,
approximately $12.4 million (3.8% of the original Title I loan balances) of FHA
insurance remains available as collateral on the Company's mortgage related
securities as of February 28, 1999. The Company produced one Title I loan during
the six months ending February 28, 1999 and is no longer issuing Title I loans.
For the six months ended February 28, 1999 and 1998, the Company's loan
production was comprised of the following, shown as percentage of total
principal amount produced:
<TABLE>
<CAPTION>
SIX MONTHS
ENDED
FEBRUARY 28,
--------------
1998 1999
----- -----
<S> <C> <C>
Equity + loans.............................................. 0.0% 29.1%
Title I loans............................................... 5.5 0.0
Home Equity loans........................................... 94.5 70.9
----- -----
Total............................................. 100.0% 100.0%
===== =====
</TABLE>
LOAN PRODUCTION
The following table sets forth certain data regarding loans produced,
securitized, and serviced by the Company during the six months ended February
28, 1998 and 1999:
<TABLE>
<CAPTION>
SIX MONTHS ENDED FEBRUARY 28,
-----------------------------------
1998 1999
---------------- ---------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
Principal balance of loans produced:
Wholesale (includes Bankers/Brokers):
Title I............................................... $ 6,916 2.1% $ 0 0.0%
Equity + loans........................................ 0 0.0 7,009 20.9
Home Equity........................................... 286,453 87.6 20,537 61.2
-------- ----- ------- -----
Total Wholesale.................................. 293,369 89.7 27,546 82.1
-------- ----- ------- -----
Dealers(1):
Title I............................................... $ 11,214 3.4% $ 0 0%
Home Equity........................................... 13,846 4.2 0 0
-------- ----- ------- -----
Total Dealers.................................... 25,060 7.6 0 0
-------- ----- ------- -----
Retail:
Equity + loans........................................ 0 0.0 2,748 8.2
Home Equity........................................... 8,716 2.7 3,259 9.7
-------- ----- ------- -----
Total Retail..................................... 8,716 2.7 6,007 17.9
-------- ----- ------- -----
Total Principal Amount of Loans Produced......... $327,145 100.0% $33,553 100.0%
======== ===== ======= =====
</TABLE>
8
<PAGE> 11
<TABLE>
<CAPTION>
SIX MONTHS ENDED FEBRUARY 28,
-----------------------------------
1998 1999
---------------- ---------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
Number of Loans Produced:
Wholesale (includes Bankers/Brokers):
Title I............................................... 320 2.9% 0 0.0%
Equity + loans........................................ 8,760 80.0 206 37.6
Home Equity........................................... 0 0.0 203 37.0
-------- ----- ------- -----
Total Wholesale.................................. 9,080 82.9 409 74.6
-------- ----- ------- -----
Dealers(1):
Title I............................................... 944 8.6 0 0
Equity + loans........................................ 733 6.7 0 0
-------- ----- ------- -----
Total Dealers.................................... 1,677 15.3 0 0
-------- ----- ------- -----
Retail:
Equity + loans........................................ 119 1.8 84 15.3
Home Equity........................................... 5 0.0 55 10.1
-------- ----- ------- -----
Total Retail..................................... 124 1.8 139 25.4
-------- ----- ------- -----
Total Number of Loans Produced................... 10,954 100.0% 548 100.0%
======== ===== ======= =====
Loans Serviced at End of Period (including loans
securitized, sold to investors servicing retained and
held for sale):
Title I.................................................. $245,921 31.6% $ 384 1.6%
Conventional (Equity + and Home Equity loans)............ 532,593 68.4 24,321 98.4
-------- ----- ------- -----
Total Loans Serviced at End of Period(2)......... $778,514 100.0% $24,705 100.0%
======== ===== ======= =====
</TABLE>
- ---------------
(1) The Company closed its dealer division, which purchased loans from home
improvement contractors, in February 1998.
(2) Excludes approximately $2.2 million of loans to be repurchased at February
28, 1999.
9
<PAGE> 12
LOAN SALES
Sales of loans in securitization transactions had historically been the
main source of the Company's revenue and income. In a securitization
transaction, a specific group of the Company's mortgage loans having similar
characteristics, loan type (Equity + or Title I) and loan amounts are pooled for
sale. As part of its new business strategy, the Company is no longer pursuing
securitization transactions but is instead focusing on the sale of whole loans.
The following table sets forth the principal balance of loans sold or
securitized and related gain (loss) on sale data for the six months ended
February 28, 1998 and 1999:
<TABLE>
<CAPTION>
SIX MONTHS ENDED
FEBRUARY 28,
-----------------------
1998 1999
--------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
Principal Amount of Loans Sold:
Title I................................................... $ (8,770)(1) $ 3,446
Equity +.................................................. 154,255 14,164
Home Equity............................................... 0 9,421
-------- -------
Total............................................. $145,485 $27,031
======== =======
Gain (loss) on sale of loans................................ $ (1,809) $ 392
======== =======
Net unrealized (loss) on mortgage related securities(1)..... $(16,760) $ (169)
======== =======
Gain on sale of loans as a percentage of principal balance
of loans sold(2).......................................... 1.9% 1.5%
======== =======
Gain on sale of loans plus net unrealized loss on mortgage
related securities as a percentage of principal balance of
loans sold(2)............................................. 1.9% 0.8%
======== =======
</TABLE>
- ---------------
(1) Negative Title I Loan sales resulted from the repurchase of loans sold with
recourse from a financial institution and the sale of certain of such loans
to FNMA without recourse.
(2) Excludes $38.4 million of loans sold with servicing released during the six
months ended February 28, 1998. Includes approximately $4.5 million
principal amount of repurchased loans sold in the six months ended February
28, 1999.
The gain (loss) on sale of loans can vary for several reasons, including
the relative amounts of Equity +, Home Equity and Title I Loans, each of which
type of loan has different (i) estimated prepayment rates, (ii) weighted-average
interest rates, (iii) weighted-average maturities and (iv) estimated future
default rates. Typically, the gain on sale of loans through securitizations is
higher than on whole loan sales; however, engaging in securitizations requires
an up-front cash expenditure and can have an adverse effect on a company's
financial condition due to unanticipated write downs in the value of the
residual securities retained by the company which may be caused by, among other
things, unanticipated changes in prepayment and default rates assumed by the
company. The Company did no securitizations during the six months ended February
28, 1999.
As the holder of the residual securities issued in securitizations, the
Company is entitled to receive certain excess cash flows. These excess cash
flows are calculated as the difference between (a) principal and interest paid
by borrowers and (b) the sum of (i) pass-through interest and principal to be
paid to the holders of the regular securities and interest only securities, (ii)
trustee fees, (iii) third-party credit enhancement fees, (iv) servicing fees and
(v) estimated loan pool losses. The Company's right to receive the excess cash
flows is subject to the satisfaction of certain reserve or
over-collateralization requirements that are specific to each securitization and
are used as a means of credit enhancement.
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<PAGE> 13
LOAN DELINQUENCIES
The following table sets forth the Title I, Equity + and Home Equity Loan
delinquencies and Title I insurance claims experience of loans serviced for the
Company as of the dates indicated:
<TABLE>
<CAPTION>
AUGUST 31, FEBRUARY 28,
1998 1999
---------- ------------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
Delinquency period(1)
31-60 days past due....................................... 7.69% 1.75%
61-90 days past due....................................... 2.16 .87
91 days and over past due................................. 24.95 1.87
Total past due.................................... 34.88 4.49
91 days and over past due, net of claims filed(2)......... 7.56 1.87
Outstanding claims filed with HUD(3)(4)..................... 17.39 0
Outstanding number of Title I insurance claims.............. 207 0
Title I Loans serviced...................................... 23,005 385
Conventional Loans serviced (Equity + and Home Equity
loans).................................................... 8,217 24,321
Total servicing portfolio......................... $31,222 $24,705
Aggregate losses on liquidated loans (twelve and six months
ended, respectively)(5)................................... $ 1,368 $ 0
</TABLE>
- ---------------
(1) Represents the dollar amount of delinquent loans as a percentage of the
total dollar amount of loans serviced by the Company for the period ending
August 31, 1998 and loans owned by the Company for the period ending
February 28, 1999.
(2) Represents the dollar amount of delinquent loans net of delinquent Title I
Loans for which claims have been filed with HUD. Payment is pending as a
percentage of the total dollar amount of total loans serviced by the Company
(including loans owned by the Company) as of the dates indicated.
(3) Represents the dollar amount of delinquent Title I Loans for which claims
have been filed with HUD. Payment is pending as a percentage of total dollar
amounts of total loans serviced by the Company (including loans owned by the
Company) as of the dates indicated.
(4) All claims filed with HUD have been processed and the amount of FHA
insurance available for serviced Title I Loans have been reduced to zero.
(5) On Title I Loans, a loss is recognized upon receipt of payment of a claim or
final rejection thereof. Claims paid in a period may relate to a claim filed
in an earlier period. Since the Company commenced its Title I lending
operations in March 1994, there has been no final rejection of a claim by
the FHA. Aggregate losses on liquidated Title I Loans related to 1,397 Title
I insurance claims made by the Company, as servicer, since commencing
operations through February 28, 1999. Losses on Title I Loans liquidated
will increase as the balance of the claims are processed by HUD. The Company
has received an average payment from HUD equal to 90% of the outstanding
principal balance of such Title I Loans, plus appropriate interest and
costs.
RESULTS OF OPERATIONS
Six Months Ended February 28, 1999 Compared to Six Months Ended February 28,
1999
The Company substantially reduced its loan production after January 1, 1998
as compared to the first four months of fiscal 1998. In the last eight months of
fiscal 1998 and the first months of fiscal 1999, the Company focused on (1)
liquidating its loan portfolio for cash to reduce its indebtedness while it
explored alternatives to raise new capital and (2) initiating new strategic
initiatives to return the Company to profitability. As a result, the Company
does not believe that its results for the six months ended February 28, 1999 are
comparable to the Company's results for the six months ended February 28, 1998.
Net Revenues. Net losses decreased $31.7 million to a loss of $805,000
during the six months ended February 28, 1999 from losses of $32.5 million
during the six months ended February 28, 1998. The loss for the six months ended
February 28, 1998 was primarily the result of continued low loan production and
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<PAGE> 14
difficulty in selling closed loans. The loss for the six months ending February
28, 1999 is a result of the reduction in the Company's business while the
Company pursued its new strategic initiatives. Loan originations during the six
months ending February 28, 1999 were $33.6 million, as compared to originations
of $327.1 million during the six months ended February 28, 1998 a decrease of
89.7%. The decrease is a result of the reduction in the Company's business while
the Company pursued its new strategic initiatives. Sales of loans during the six
months ended February 28, 1999 were $27.0 million, while during the six months
ended February 28, 1998 they were $145.5 million net of loans repurchased.
During the period in 1998, sales were generally for cash, and were for less than
par value, thus contributing to losses in fiscal 1998.
Gain on sale of loans decreased $1.4 million to $392,000 during the six
months ended February 28, 1999 from $1.8 million during the six months ended
February 28, 1998. The decrease was primarily the result of a lower volume of
loans sold in the six months ended February 28, 1999 compared to the six months
ended February 28, 1998.
Net unrealized gain (loss) on mortgage related securities decreased to a
loss of $169,000 during the six months ended February 28, 1999 from a loss of
$16.8 million during the six months ended February 28, 1998, a change of $16.6
million. During the six months ended February 28, 1998, the Company recorded a
$14.1 million downward valuation adjustment relating to the Company's mortgage
backed securities. No valuation adjustments were recorded in the six months
ended February 28, 1999.
Loan servicing income, net, decreased $2.2 million to $332,000 during the
six months ended February 28, 1999 from $2.5 million during the six months ended
February 28, 1998. This decline was the result of the elimination of most of the
servicing revenue previously earned by the company due to the sale of its
servicing rights to City Mortgage Services.
Interest income on loans held for sale and mortgage related securities, net
of interest expense, decreased $2.6 million to an expense of $724,000 during the
six months ended February 28, 1999 from income of $1.9 million during the six
months ended February 28, 1998. The decline was primarily the result of a
decrease in average balance of loans held for sale during the six months ended
February 28, 1999 of $20.0 million compared to the average during the six months
ended February 28, 1998 of $57.1 million.
Net Provision (Benefit) for Credit Losses. The net provision (benefit) for
credit losses was ($297,000) for the six months ended February 28, 1999, a
reduction of $2.6 million from the $2.3 million recorded for the six months
ended February 28, 1998. The decrease was the result of an adjustment to the
allowance for credit losses on loans sold with recourse. The Company's liability
is related to the valuation of the excess spread recorded as part of the
mortgage related securities. A reduction in value of $439,600 due to
amortization was recorded on the excess spread as of February 28, 1999; as a
result, a reduction in the valuation allowance in the same amount was recorded.
At the same time, an increase of $143,000 was recorded on the allowance for
credit losses for loans held for sale, as a result of increasing inventory. No
allowance for credit losses on loans sold with recourse was established on loans
sold through securitizations. The Company has no recourse obligation under those
securitization agreements for credit losses and estimated credit losses on loans
sold through securitizations considered in the Company's valuation of its
residual interest securities. The provision for credit losses is based upon
periodic analysis of the portfolio, economic conditions and trends, historical
credit loss experience, borrowers' ability to repay, collateral values, and
estimated FHA insurance recoveries on Title I loans produced and sold.
Total General and Administrative Expenses. Total general and
administrative expenses decreased $10.2 million to $8.8 million for the six
months ended February 28, 1999 from $19.0 million for the six months ended
February 28, 1998. This decline can be attributed to reductions in business
activity, along with the cost reductions implemented by management since the
recapitalization.
Payroll and benefits expense declined $7.1 million to $3.6 million for the
six months ended February 28, 1999 from $10.7 million for the six months ended
February 28, 1998. This reduction can be attributed to the staff reductions
which have occurred over the past year.
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<PAGE> 15
Supplies and postage expense declined $539,000 to $137,000 during the six
months ending February 28, 1999 from $676,000 during the six months ended
February 28, 1998. This decline can be attributed to the reduction in business
between the two periods, and to steps taken to control costs.
Professional services expense declined $783,000 to $1.8 million during the
six months ended February 28, 1999 from $2.5 million during the six months ended
February 28, 1998. This decline is attributed to the elimination of the
management overhead fees formerly paid to Preferred Equities Corporation,
reduced expenditures for inspection fees due to the reduction of loan
originations offset, in part, by increased legal and audit fees and reduced
employee recruiting costs.
Sub-servicing fees paid declined $1.2 million to $100,000 during the six
months ended February 28, 1999 from $1.3 million during the six months ended
February 28, 1998. This is the result of the reduction in size of the servicing
portfolio over the past fiscal year due to the sale of servicing to City
Mortgage Services and a decline in loan volume.
During the six months ending February 28, 1999, travel and entertainment
expenses decreased $768,000, from $1.0 million during the six months ending
February 28, 1998, to $236,000 during the same period of fiscal 1999. This
reduction can be attributed to reductions in business and to cost control
measures implemented over the past year.
As a result of the foregoing, the Company incurred a net loss before taxes
and extraordinary items of $9.2 million during the six months ended February 28,
1999, compared with a net loss before taxes of $32.5 million for the six month
period ending February 28, 1999.
Extraordinary Item-Purchase of Subordinated Notes. In February 1999, the
Company repurchased $11.0 million of the Company's 12 1/2% Subordinated notes,
due 2001, which resulted in a gain, net of tax, of $4.8 million.
Three Months Ended February 28, 1999 Compared to Three Months Ended February
28, 1998.
Net Revenues. Net losses decreased $22.5 million to income of $1.7 million
during the three months ended February 28, 1999 from losses of $20.8 million
during the three months ended February 28, 1998. The loss for the three months
ended February 28, 1998 was primarily the result of a negative valuation
adjustment on the carrying value of the Company's mortgage related securities of
$16.0 million. No such valuation adjustments were recorded in the three months
ended February 28, 1999.
Gain (loss) on sale of loans was a gain of $220,000 during the three months
ended February 28, 1999 versus a loss of $1.9 million during the three months
ended February 28, 1998. The net improvement of $2.1 million decrease was
primarily the result of loans sold at a profit in the three months ended
February 28, 1999 of $27.5 million compared to $286.8 million sold at a loss in
the three months ended February 28, 1998.
Net unrealized gain (loss) on mortgage related securities was a loss of
$439,000 during the three months ended February 28, 1999 compared to a loss of
$3.7 million during the three months ended February 28, 1998, a difference of
$3.3 million. The difference was due to a $3.1 million downward valuation
adjustment relating to the Company's mortgage related securities during the
three months ended February 28, 1998. No such valuation adjustments were
recorded in the three months ended February 28, 1999.
Loan servicing income, net, decreased $1.2 million to $92,000 during the
three months ended February 28, 1999 from $1.3 million during the three months
ended February 28, 1998. The reduction was primarily the result of the decline
in the Company's servicing portfolio to $24.7 million at February 28, 1999 from
$778.5 million at February 28, 1998. This decline was due to the sale of the
Company's current and future servicing rights to City Mortgage Services, Inc.
during the recapitalization of the Company in fiscal 1998.
Interest income on loans held for sale and mortgage related securities, net
of interest expense, decreased $1.2 million to an expense of $561,000 during the
three months ended February 28, 1999 from income of $684,000 during the three
months ended February 28, 1998. The decrease was primarily the result of the
decrease in the average size of the portfolio of loans held for sale during the
three months ended February 28, 1999 to $29.6 million from the average of $52.2
million for the three months ended February 28, 1998.
13
<PAGE> 16
Provision (Benefit) for Credit Losses. The net provision (benefit) for
credit losses decreased to a benefit of ($340,000) for the three months ended
February 28, 1999, a reduction of $1.0 million from the $706,000 recorded for
the three months ended February 28, 1998. The decrease was the result of
adjustments made to the valuation of the excess spread asset carried under the
Company's mortgage related securities. Additionally, the allowance for credit
losses on loans held for sale was increased by $100,000 due to increasing
inventory. No allowance for credit losses on loans sold with recourse is
established on loans sold through securitizations.
Total General and Administrative Expenses. Total general and
administrative expenses decreased $4.3 million to $4.7 million for the three
months ended February 28, 1999 from $9.0 million for the three months ended
February 28, 1998. This decline can be attributed to reductions in business
activity, along with the cost reductions implemented by management since the
recapitalization.
Payroll and benefits expense declined $3.4 million to $1.6 million for the
three months ended February 28, 1999 from $5.1 million for the three months
ended February 28, 1998. This reduction can be attributed to the result of the
decline in business volume.
Supplies and postage expense declined $244,000 to $66,000 during the three
months ending February 28, 1999 from $310,000 during the three months ended
February 28, 1998. This decline can be attributed to the reduction in business
between the two periods, and to steps taken by management to control costs.
Professional services expense decreased $231,000 to $789,000 during the
three months ended February 28, 1999 from $1.0 million during the three months
ended February 28, 1998. This decline is attributed to reduced expenditures for
inspection fees due to the reduction of loan originations, reduced consultant
fees, reduced employee recruiting costs, and a decrease in management overhead
fees slightly offset, in part, by an increase in legal fees and audit fees.
Sub-servicing fees paid declined $532,000 to $78,000 during the three
months ended February 28, 1999 from $610,000 during the three months ended
February 28, 1998. This decline was the result of the reduction of the servicing
portfolio compared to the prior fiscal year.
During the three months ending February 28, 1999, travel and entertainment
decreased $408,000, from $535,000 during the three months ending February 28,
1998, to $127,000 during the same period of fiscal 1999. This reduction can be
attributed to reductions in business, and to cost control measures implemented
over the past year.
As a result of the foregoing, the Company incurred a net loss before taxes
and extraordinary items of $5.2 million, compared with a net loss before taxes
of $13.7 million during the three months ended February 28, 1998.
Extraordinary Item-Purchase of Subordinated Notes. In February 1999, the
Company repurchased $11.0 million of the Company's 12 1/2% Subordinated notes,
due 2001. This transaction resulted in a gain, net of tax, of $4.8 million.
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents were $12.7 million at February 28, 1999 compared
to $36.4 million at August 31, 1998. The Company's principal cash requirements
arise from loan production and payments of operating and interest expenses.
The Company currently has three significant sources of financing and
liquidity: (1) the balance of the cash proceeds from the sale of preferred stock
and common stock in the recapitalization which totaled approximately $12 million
at February 28, 1999; (2) a warehouse line of $25.0 million with Sovereign
Bancorp (the "Sovereign Warehouse Line"); and (3) sales of loans in the
institutional whole loan market. The Sovereign warehouse line dropped to $25.0
million from $50 million on March 31, 1999.
The Company's liquidity and capital resources are impacted by certain
material covenant restrictions existing in the Indenture governing the Company's
outstanding 12 1/2% senior subordinated notes due 2001. These covenants include
limitations on the Company's ability to incur certain types of additional
indebtedness,
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<PAGE> 17
grant liens on its assets and to enter into extraordinary corporate
transactions. The Company may not incur certain additional indebtedness if, on
the date of such incurrence and after giving effect thereto, the Consolidated
Leverage Ratio (as defined therein) would exceed 1.5:1, subject to certain
exceptions. At February 28, 1999, the Consolidated Leverage Ratio was 1.32:1.
The Sovereign Warehouse Line originally terminated on December 29, 1998 and
was renewable, at Sovereign's option, in six-month intervals for up to five
years. During December 1998, the Sovereign Warehouse Line was renewed at $50.0
million and was reduced to $25.0 million on March 31, 1999 through August, 1999.
The Sovereign Warehouse Line may be increased with certain consents and contains
pricing/fees which vary by product and the dollar amount outstanding. The
Sovereign Warehouse Line is to be secured by specific loans held for sale and
includes certain material covenants including maintaining books and records,
providing financial statements and reports, maintaining its properties,
maintaining adequate insurance and fidelity bond coverage and providing timely
notice of material proceedings. As of February 28, 1999, the Company had
approximately $22.9 million outstanding under the Sovereign Warehouse Line.
In April 1997, the Company entered into a pledge and security agreement
with another financial institution for an $11.0 million revolving credit
facility. The amount that can be borrowed under the agreement was increased to
$15.0 million in June 1997 and $25.0 million in July 1997. This facility is
secured by a pledge of certain of the Company's interest only and residual class
certificates relating to securitizations carried as mortgage related securities
on the Company's Statements of Financial Condition, payable to the Company
pursuant to its securitization agreements. A portion of the borrowings under the
credit line agreement accrues interest at one-month LIBOR + 3.5% (9.1% at August
31, 1998 and 8.46% at February 28, 1999). The remaining borrowings under the
credit line accrues interest at one-month LIBOR + 2.0% (7.6% at August 31, 1998
and 6.96% at February 28, 1999), expiring one year from the initial advance. As
of February 28, 1999, approximately $4.9 million was outstanding under the
agreement. The agreement, which was originally scheduled to mature in December
1998, was extended until December 1999. Certain material covenant restrictions
exist in the credit agreement governing the April 1997 revolving line of credit.
These covenants include limitations to incur additional indebtedness, provide
adequate collateral and achieve certain financial tests. These tests include
achieving a minimum net worth (as defined therein) and that the debt-to-net
worth ratio (as defined therein) shall not exceed 2.5:1. As of August 31, 1998,
the Company's net worth was $15.9 million below the minimum required and the
debt-to-net worth ratio was 2.93:1. On December 2, 1998, the Company obtained an
amendment to the agreement whereby the financial institution waived its right to
declare an event of default of borrower due to the Company's failure to comply
with the minimum required net worth as of August 31, 1998. Additionally, the
minimum net worth test was amended such that the Company is required to maintain
a net worth equal to or greater than 75% of the Company's net worth as of the
end of the preceding fiscal quarter. Additionally, the Company agreed to pay
down the outstanding borrowings from $10.0 million at August 31, 1998 to $6.0
million at December 31, 1998 and subsequently agreed to pay the remaining $6.0
million in equal monthly payments during calendar 1999. As of February 28, 1999,
the Company's net worth was $7.7 million above the minimum required and the
debt-to-net worth ratio was 1.927:1.
In October 1997, the Company entered into a credit agreement with another
financial institution for an $8.8 million revolving line of credit. This
institution initially funded $5.0 million of this credit facility. The facility
is secured by a pledge of certain of the Company's mortgage related securities.
The loan balance under this agreement bears interest at the prime rate plus
2.5%. In May 1998, this loan converted into a term loan with monthly
amortization derived from the cash flow generated from the respective mortgage
related certificates. This term loan bears interest at the prime rate plus 2.5%.
This facility matures in October, 2002. As February 28, 1999, approximately $4.2
million was outstanding under the agreement. The credit agreement governing the
October, 1997 revolving line of credit includes certain material covenants.
These covenants include restrictions relating to extraordinary corporate
transactions, maintenance of adequate insurance and complying with certain
financial tests. These tests include complying with a minimal consolidated
adjusted tangible net worth (as defined therein) and that the consolidated
adjusted leverage ratio (as defined therein) shall not exceed 3:1. As of August
31, 1998, the Company's consolidated adjusted tangible net worth was $54.1
million below the minimum required and the consolidated adjusted leverage ratio
was 0.53:1. On
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<PAGE> 18
December 9, 1998, the parties agreed to temporarily amend the borrowing base
definition for the period from September 30, 1998 through April 30, 1999 by
increasing the borrowing base from 50% to 55%. After April 30, 1999, the
borrowing base will return to 50%. The minimum consolidated tangible net worth
covenant was also adjusted, commencing retroactively, as of September 30, 1998
and the Company agreed to paydown the line by approximately $405,000 (the amount
exceeding the applicable maximum amount of tranche credit) and pay an
accommodation fee of $10,000. As of February 28, 1999, the Company's
consolidated adjusted tangible net worth was $35.4 million above the minimum
required and the consolidated adjusted leverage ratio was 1.247:1.
While the Company believes that it will be able to maintain its existing
credit facilities and obtain replacement financing as its credit arrangements
mature and additional financing, if necessary, there can be no assurance that
such financing will be available on favorable terms, or at all. The lack of
adequate capital may result in the curtailment of loan originations and thereby
impair the Company's revenue and income stream. At February 28, 1999, no
commitments existed for material capital expenditures.
Net cash used in the Company's operating activities for the six months
ended February 28, 1998 and 1999 was $59.4 million and $27.6 million,
respectively. During the six months ended February 28, 1998 and 1999, cash
provided by financing activities amounted to $56.5 million and $5.2 million,
respectively.
SEASONALITY
The Company's production of Home Equity and Equity + loans is seasonal to
the extent that borrowers use the proceeds for home improvement contract work.
The Company's production of loans for this purpose tends to build during the
spring and early summer months, particularly where the proceeds are used for
pool installations. This change in seasons also precipitates the need for new
siding, window and insulation contracts. Peak volume is experienced in November
and early December and declines dramatically from the holiday season through the
winter months. While the Company does not have substantial experience making
loans to borrowers who intend to use the proceeds to purchase a residence,
management believes that the market for such loans will follow the home sale
cycle, higher in the spring through early fall than during the remainder of the
year.
IMPACT OF THE YEAR 2000 ISSUE
The term "Year 2000 issue" is a general term used to describe the various
problems that may result from the improper processing of dates and
date-sensitive calculations by computers and other machinery as the year 2000 is
approached and reached. These problems generally arise from the fact that most
of the world's computer hardware and software have historically used only two
digits to identify the year in a date, often meaning that the computer will fail
to distinguish dates in the "2000's" from dates in the "1900's." These problems
may also arise from other sources as well, such as embedded computer chips
contained in devices and special codes in software that make use of the date
field.
The Company has developed plans to address the Year 2000 issue. The
Company's present Year 2000 plan consists of five phases:
(1) inventory of business critical information technology assets;
(2) assessment of repair requirements;
(3) repair or replacement;
(4) testing of systems;
(5) creation of contingency plans in the event of Year 2000 failures.
As of February 28, 1999, the Company had completed the first, second and
third phases of the Year 2000 plan for its own business critical information
technology assets including its accounting systems, loan origination systems,
word and data processing systems, customer telephone service center, and
business machines. The Company is relying upon the representations of third
party vendors as to the Year 2000
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<PAGE> 19
readiness of certain of its software, its business machines, such as copiers and
facsimile machines, and of facilities, such as physical office locations. The
Company does not have plans for testing embedded computer chips contained in
devices, or in special codes in software that make use of the date field
incidental to their operation.
It is the Company's plan to have phase four completed in May, 1999 with all
five phases of the Company's Year 2000 to be completed by August 31, 1999. Based
on information currently available, the Company's costs to remedy its own
critical information technology assets are estimated to be approximately
$225,000. These costs will cover hardware and software upgrades, systems
consulting and computer maintenance. The Company plans to charge these costs to
expense as incurred, and the Company believes such costs will not have a
material effect on its liquidity or financial condition. As of February 28,
1999, the Company had spent approximately $60,000 to purchase or upgrade
portions of its own hardware/software. As part of its Year 2000 plan, the
Company has accelerated the schedule of implementation of certain of the
Company's previously planned information technology projects. Therefore, the
Company does not expect to defer any specific information technology project as
a result of the implementation of its Year 2000 plan.
Until system testing is substantially completed, the Company cannot fully
estimate the risks of the Year 2000 issue. To date, the Company has not
identified any of its own business critical information technology assets that
it believes present a material risk of not being Year 2000 compliant or for
which a suitable alternative cannot be implemented. However, as the Company's
Year 2000 plan proceeds into subsequent phases, it is possible that the Company
may identify assets that do present a risk of a Year 2000-related disruption.
Such a disruption could have a material adverse effect on the Company's
financial condition and results of operations. Because the Company has not begun
system testing, and has not fully assessed its risks from potential Year 2000
failures, the Company has not yet developed specific Year 2000 contingency
plans.
At August 31, 1998, the Company had begun to make inquiry of substantially
all of its strategic partners, vendors and third party entities with which it
has material relationships, and had begun to compile data related to their Year
2000 plans. The Company's reliance upon certain third parties, vendors and
strategic partners for loan servicing, investor reporting, document custody and
other functions, means that their failure to adequately address the Year 2000
issue could have a material adverse impact on the Company's operations and
financial results. The Company has received assurances from its two major
strategic partners, City Mortgage Services and Sovereign Bank, NA, that they
have implemented plans to address the Year 2000 issue. The Company has not
evaluated these plans or assurances for their accuracy and adequacy, or
developed contingency plans in the event of their failure. As of February 28,
1999, the Company had received responses from approximately 21% of its Year 2000
inquiries. Of those responses, approximately 76% indicated that they had some
plan to address the Year 2000 issue. Because the Company has not yet received a
significant number of responses from its vendors or other third parties,
potential risks related to their failure to address Year 2000 issues are not
known at this time.
The Company also relies upon certain government entities (such as the U.S.
Dept. of Housing and Urban Development and various state regulatory agencies),
utility companies, telecommunication service companies and other service
providers outside of the Company's control. There can be no assurance that such
suppliers, government entities, or other third parties will not suffer a Year
2000 business disruption. Such failures could have a material adverse effect on
the Company's financial condition and results of operations.
In addition, the Company's credit risk associated with its borrowers may
increase as a result of borrowers' individual Year 2000 issues. Negative impact
of Year 2000 issues upon borrowers may result in borrowers' inability to pay,
increases in delinquent loans, and a corresponding loss of residual income to
the Company. While at this time, it is not possible to calculate the potential
impact of such increased delinquent loans or default; it is believed that
increased delinquencies and defaults would have a material adverse impact on the
financial condition of the Company.
Because of uncertainties, the actual effects of the Year 2000 issue on the
Company may be different from the Company's current assessment. The effect on
the Company's results of operations if the Company, its strategic partners,
vendors or other third parties are not fully Year 2000 compliant is not
reasonably estimable. The description of the Company's Year 2000 plans contains
"forward-looking" statements about matters that
17
<PAGE> 20
are inherently difficult to predict. Those statements include statements
regarding the intent, belief or current expectations of the Company and its
management. Some of the important factors that affect these statements have been
briefly described. Such forward-looking statements involve risks and
uncertainties that may affect future developments such as, for example, the
ability to deal with the Year 2000 issue, including problems that may arise on
the part of third parties. If the repairs and modifications required to make the
Company Year 2000 ready are not made or are not completed on a timely basis, the
resulting problems would have a material adverse impact on the operations and
financial condition of the Company.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
The Company's various business activities generate liquidity, market and
credit risk:
(a) Liquidity risk is the possibility of being unable to meet all present
and future financial obligations in a timely manner.
(b) Market risk is the possibility that changes in future market rates or
prices will make the Company's positions less valuable.
(c) Credit risk is the possibility of loss from a customer's failure to
perform according to the terms of the transaction.
Compensation for assuming these risks is reflected in interest income and
fee income.
Although the Company is exposed to credit loss in the event of
non-performance by the borrowers, this exposure is managed through credit
approvals, review and monitoring procedures into the extent possible restricting
the period during which unpaid balances are allowed to accumulate.
As of February 28, 1999 the net fair value of all financial instruments
with exposure to interest rate risk was approximately $35.7 million. The
potential decrease in fair value resulting from a hypothetical 5% increase in
interest rates would be approximately $26.1 million.
There are certain shortcomings inherent to the Company's sensitivity
analysis. The model assumes interest rate changes are instantaneous parallel
shifts in the yield curve. In reality, changes are rarely instantaneous.
Although certain assets and liabilities may have similar maturities or periods
to repricing, they may not react in line with changes in market interest rates.
Also, the interest rates on certain types of assets and liabilities may
fluctuate with changes in market interest rates while interest rates on other
types of assets may lag behind changes in market rates. Prepayments on the
Company's mortgage related instruments are directly affected by a change in
interest rates. However, in the event of a change in interest rates, actual loan
prepayments may deviate significantly from the Company's assumptions. Further,
certain assets, such as adjustable rate loans, have features, such as annual and
lifetime caps that restrict changing the interest rates both on a short-term
basis and over the life of the asset. Finally, the ability of certain borrowers
to make scheduled payments on their adjustable rate loans may decrease in the
event of an interest rate increase.
18
<PAGE> 21
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On October 8, 1998, the Office of the Consumer Credit Commissioner of the
State of Texas issued a denial of the Company's application for licensing as a
secondary mortgage lender. On October 20, 1998, the Company filed an appeal of
the Commissioner's decision. An administrative hearing on this matter has been
scheduled for April 22, 1999.
On February 23, 1998, an action was filed in the United States District
Court for the Northern District of Georgia by Robert J. Feeney, as a purported
class action against the Company and Jeffrey S. Moore, the Company's former
President and Chief Executive Officer. The complaint alleges, among other
things, that the defendants violated the federal securities laws in connection
with the preparation and issuance of certain of the Company's financial
statements. The named plaintiff seeks to represent a class consisting of
purchasers of the Common Stock between April 11, 1997 and December 18, 1997, and
seeks damages in an unspecified amount, costs, attorney's fees and such other
relief as the court may deem proper. On June 30, 1998, the plaintiff amended the
complaint to add additional plaintiffs, to add as a defendant Mego Financial,
the Company's former parent, and to extend the class period through and
including May 20, 1998. On September 18, 1998, the Company, Jeffrey S. Moore and
Mego Financial filed motions to dismiss the complaint. On April 8, 1999, the
court granted each of these motions. In the court's order dismissing the
complaint, the plaintiffs were permitted, upon proper motions, to serve and file
a second amended (and redrafted) complaint within 30 days.
For additional information regarding other legal proceedings, please refer
to the Company's report on Form 10-K/A filed for the period ended August 31,
1998 and the report on Form 10-Q filed for the period ended November 30, 1998.
No significant developments in any other litigation previously reported
occurred during the three month period ended February 28, 1999.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Meeting of Stockholders of the Company was held on February 16,
1999. There were four proposals voted on by the stockholders of the Company: (i)
a proposal to elect a proposed slate of directors; (ii) a proposal to approve a
corporate name change to Altiva Financial Corporation; (iii) a proposal to
approve a one-for-ten reverse stock split; and (iv) a proposal to approve and
adopt the Mego Mortgage Corporation 1999 Incentive Stock Plan.
(1) Each of the six nominees to the Board of Directors was elected to serve
on the Board of Directors
<TABLE>
<CAPTION>
DIRECTOR FOR WITHHELD
-------- --- --------
<S> <C> <C>
C. Meyercord 29,196,029 46,625
Wm. Ralser 29,195,878 46,776
S. Browne 29,195,887 46,767
H. Stiles 29,195,887 46,767
D. Vida 29,195,877 46,777
J.Williamson 29,196,029 46,625
</TABLE>
(2) The stockholders approved the name change to Altiva Financial
Corporation
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
--- ------- -------
<S> <C> <C>
29,212,225 26,907 3,522
</TABLE>
(3) The stockholders approved the one-for-ten reverse stock split
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
--- ------- -------
<S> <C> <C>
29,116,918 116,860 8,876
</TABLE>
19
<PAGE> 22
(4) The stockholders approved and adopted the Mego Mortgage Corporation
1999 Incentive Stock Plan
<TABLE>
<CAPTION>
BROKER
FOR AGAINST ABSTAIN NON-VOTED
--- ------- ------- ---------
<S> <C> <C> <C>
22,115,008 673,780 14,610 6,439,256
</TABLE>
ITEM 5. OTHER INFORMATION
In January, 1999, the Company completed the purchase from FirstPlus
Financial, Inc. of substantially all of the assets of a retail production
platform in Las Vegas, Nevada.
In February, 1999, the Company repurchased $11 million of the Company's
12 1/2% Subordinated Notes, due 2001.
Effective March 22, 1999 Mego Mortgage Corporation changed its corporate
name to Altiva Financial Corporation (Nasdaq: ATVA).
The Company completed a one for ten reverse stock split of its common
stock, par value $0.01, effective March 22, 1999 with respect to shares of the
Company's common stock outstanding as of that date.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <C> <S>
10.1 -- Employment Agreement dated February 12, 1999 between Mego
Mortgage Corporation and Edward B. "Champ" Meyercord
(incorporated by reference to exhibit 10.31 to the Company's
Registration Statement on Form S-4, as amended, Registration
No. 333-68997)
27.1 -- Financial Data Schedule (for SEC use only).*
</TABLE>
- ---------------
* Previously filed.
No current reports on Form 8-K were filed during the period covered by this
report.
20
<PAGE> 23
SIGNATURE
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.
ALTIVA FINANCIAL CORPORATION
By: /s/ J. RICHARD WALKER
------------------------------------
J. Richard Walker
Executive Vice President
Chief Financial Officer
Date: June 8, 1999
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