CFI MORTGAGE INC
8-K, EX-2, 2000-10-04
FINANCE SERVICES
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<PAGE>

                        FIRST UNITED MORTGAGEBANC, INC.

                              FINANCIAL STATEMENTS

                                 JUNE 30, 2000


<PAGE>

                        FIRST UNITED MORTGAGEBANC, INC.

                              FINANCIAL STATEMENTS

                                 JUNE 30, 2000



                                   I N D E X
                                   ---------



                                                                        Page No.
                                                                        --------

INDEPENDENT ACCOUNTANTS' REPORT .....................................      1



FINANCIAL STATEMENTS:


     Balance Sheet as at June 30, 2000 ..............................      2


     Statement of Operations and Retained Earnings
       For the Period April 28, 2000 (Inception) to June 30, 2000 ...      3


     Statement of Cash Flows
       For the Period April 28, 2000 (Inception) to June 30, 2000....      4



NOTES TO FINANCIAL STATEMENTS .......................................     5-7


<PAGE>

              [Letterhead of WEINICK SANDERS LEVENTHAL & CO., LLP]



                        INDEPENDENT ACCOUNTANTS' REPORT
                        -------------------------------



To the Board of Directors and Stockholder
First United MortgageBanc, Inc.


We have audited the accompanying balance sheet of First United MortgageBanc,
Inc. as at June 30, 2000, and the statements of operations and retained earnings
and cash flows for the period April 28, 2000 (inception) to June 30, 2000. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of First United MortgageBanc, Inc.
as at June 30, 2000, and the results of its operations and its cash flows for
the period April 28, 2000 (inception) to June 30, 2000 in conformity with
generally accepted accounting principles.


                                        /s/ WEINICK SANDERS LEVENTHAL & CO., LLP



New York, N. Y.
August 2, 2000

<PAGE>

                                                                             -2-

                        FIRST UNITED MORTGAGEBANC, INC.

                                 BALANCE SHEET

                                 JUNE 30, 2000

<TABLE>
<CAPTION>
                                  A S S E T S
                                  -----------
<S>                                                                                    <C>

Current assets:
  Cash                                                                                 $   184,588

  Buildings, at cost, less accumulated
    depreciation of $2,838                                                               2,547,162

Other asset:
  Goodwill less accumulated amortization of $364                                           116,836
                                                                                       -----------

                                                                                       $ 2,848,586
                                                                                       ===========

<CAPTION>
                      LIABILITIES AND STOCKHOLDER'S EQUITY
                      ------------------------------------

<S>                                                                 <C>                <C>
Current liabilities:
  Mortgage payable - current portion                                $   66,584
  Accrued expenses and other current liabilities                        41,151
                                                                    ----------
          Total current liabilities                                                    $   107,735

Mortgage payable - long-term portion                                                     1,456,890

Commitment                                                                                    --

Stockholder's equity:
  Common stock - .01 par value
    Authorized, issued and outstanding - 1,000 shares                       10
  Additional paid-in capital                                         1,139,286
  Retained earnings                                                    144,665
                                                                    ----------
        Total stockholder's equity                                                      1,283,961
                                                                                       ----------
                                                                                       $2,848,586
                                                                                       ==========
</TABLE>

                See accompanying notes to financial statements.


<PAGE>

                                                                             -3-

                        FIRST UNITED MORTGAGEBANC, INC.

                 STATEMENT OF OPERATIONS AND RETAINED EARNINGS

           FOR THE PERIOD APRIL 28, 2000 (INCEPTION) TO JUNE 30, 2000

Revenues:
  Commission and fees                                $172,681
  Rental income                                         7,470
                                                     --------        $180,151
Operating expenses:
  Selling                                              22,046
  Interest                                             10,238
  Depreciation and amortization                         3,202
                                                     --------
Total operating expenses                                               35,486
                                                                     --------

Net income transferred to retained earnings                          $144,665
                                                                     ========


                See accompanying notes to financial statements.


<PAGE>

                                                                             -4-

                         FIRST UNITED MORTGAGEBANC, INC.

                             STATEMENT OF CASH FLOWS

           FOR THE PERIOD APRIL 28, 2000 (INCEPTION) TO JUNE 30, 2000

<TABLE>
<S>                                                     <C>              <C>
Cash flows from operating activities:
  Net income                                                             $   144,665
  Adjustments to reconcile net income to net cash
      provided by operating activities:
    Depreciation and amortization                       $  3,202
    Increase (decrease) in cash flows as
        a result of changes in asset and
        liabilities account balances:
      Accrued expenses and other current liabilities      41,151
                                                        --------
  Total adjustments                                                           44,353
                                                                         -----------

Net cash provided by operating activities                                    189,018

Cash flows from financing activities:
  Payments on mortgage                                    (4,930)
  Issuance of common stock                                   500
                                                        ---------
Net cash used in financing activities                                         (4,430)
                                                                         -----------

Cash at end of period - net increase in cash                             $   184,588
                                                                         ===========

Supplemental Disclosures of Cash Flow Information:

  Cash payments for the period:

    Interest                                                             $    10,238
                                                                         ===========

    Income taxes                                                         $      --
                                                                         ===========

Supplemental Schedule of Noncash Investing
  and Financing Activities:

    Buildings contributed by parent                                      $ 2,550,000
    Less: mortgage assumed                                                 1,528,404
                                                                         -----------
                                                                           1,021,596
    Issuance of common stock                                               1,138,796
                                                                         -----------

    Goodwill                                                             $   117,200
                                                                         ===========
</TABLE>

                 See accompanying notes to financial statements.

<PAGE>
                                                                             -5-

                         FIRST UNITED MORTGAGEBANC, INC.

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 2000

NOTE 1 - ORGANIZATION AND PRINCIPAL BUSINESS ACTIVITY:

                  First United MortgageBanc, Inc. ("FUMB"), hereafter referred
         to as the "Company", was incorporated under the laws of the State of
         Florida on April 28, 2000. The Company is a wholly owned subsidiary of
         CFI Mortgage Inc. ("CFI"), hereafter referred to as the ("Parent").

                  First United MortgageBanc, Inc. is a diversified financial
         services company that provides mortgages and mortgage related services
         to individuals indirectly through mortgage brokers and mortgage
         lenders. The Company originates, processes, underwrites and funds
         residential mortgage loans that are sold on either an individual or
         bulk basis to institutional and private investors. The Company
         originates loans that do not conform to agency guidelines, known as
         non-conforming loans. Non-conforming loans typically fail to meet
         agency guidelines due to credit impairment, higher loan-to-value ratios
         and debt-to-income ratios, and are priced to compensate for the
         additional credit risk. In addition, the Company has acquired two
         office buildings located in Evansville, Indiana which it leases to a
         related party.



NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES.

         (a) Use of Estimates:

                  The preparation of financial statements in conformity with
         generally accepted accounting principles requires management to make
         estimates and assumptions that affect certain reported amounts and
         disclosures. Accordingly, actual results could differ from those
         estimates.


         (b) Buildings:

                  Buildings are stated at cost less accumulated depreciation.
         The Company's policy is to provide for depreciation over the estimated
         useful lives of 39 years. Expenditures for repairs, maintenance and
         minor renewals are charged to operations as incurred.

                  Depreciation expense attributable to the buildings and charged
         to operations for the period April 28, 2000 (inception) to June 30,
         2000 amounted to $2,838.

<PAGE>
                                                                             -6-


NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES. (Continued)

         (c) Goodwill:

                  The Company's acquisition of two buildings net of liabilities,
         resulted in the creation of goodwill in the amount of $117,200. The
         Company amortizes goodwill over a period of 15 years. Amortization
         expense charged to operations for the period April 28, 2000 (inception)
         to June 30, 2000 amounted to $364.

                  Management periodically reviews the value of all long-lived
         assets, including goodwill, to determine if there has been any
         impair-ment in the carrying value of the asset. Should management
         determine that such an impairment has occurred, an appropriate
         allowance will be set up to reflect the impairment of said asset.


         (d) Concentrations of Credit Risk:

                  Financial instruments which potentially subject the Company to
         concentrations of credit risk consist principally of temporary cash
         investments. The Company places its temporary cash investments with
         high credit quality financial institutions, which at times may be in
         excess of the FDIC insurance limit.


         (e) Income Taxes:

                  The Company will file a consolidated federal tax return with
         its parent. The taxable income of the Company is expected to be offset
         against a net operating loss carryforward and taxable loss of its
         parent. Accordingly, the Company does not have a provision for income
         taxes.



NOTE 3 - RELATED PARTY TRANSACTIONS.

                  On June 13, 2000 CFI contributed to FUMB two buildings with an
         appraised value of $2,550,000 along with the underlying mortgage on the
         properties that had an outstanding balance of $1,528,404. The
         difference between the appraised value of the assets acquired and the
         liabilities assumed were treated as additional paid-in capital by the
         Company. The parent originally acquired the buildings and assumed the
         underlying mortgage from a company whose stockholders received in
         exchange, two shares of its preferred stock, and common stock purchase
         warrants exercisable for the purchase of 750,000 shares of its common
         stock which resulted in goodwill of $117,200. This goodwill which is
         directly attribute-able to the purchase of the buildings has also been
         transferred to the Company by the parent.

                  As part of the purchase agreement the two leases that were in
         effect at the time of the sale were assumed by CFI and subsequently
         transferred to FUMB. The two buildings are leased to the seller of the
         properties who is now a stockholder of CFI.

<PAGE>

                                                                             -7-

NOTE 4 - MORTGAGE PAYABLE.

                  As part of the purchase agreement (as discussed in Note 3) CFI
         assigned to the Company the mortgage it had assumed. The mortgage is
         payable to a bank in equal monthly installments of $15,168 including
         interest at 7.75% until July 15, 2014. The note is collateralized by
         the buildings owned by the Company. The seller of the buildings remains
         primarily liable on the mortgage.

                  The aggregate amounts of maturities on the outstanding
         mortgage balance at June 30, 2000 are as follows:

                     Years Ending
                       June 30,
                  -------------------
                          2000                                  $   66,584
                          2001                                      71,611
                          2002                                      77,362
                          2003                                      83,576
                          2004                                      90,287
                  2005 and thereafter                            1,134,054
                                                                ----------
                                                                $1,523,474
                                                                ==========

                  Interest expense amounted to $10,238 for the period April 28,
         2000 (inception) to June 30, 2000.



NOTE 5 - COMMITMENT.

           (a)        Leases:

                      The Company has leases with one tenant to lease 100% of
           the space in the two buildings it owns. The minimum annual rental
           income on these leases is as follows:

                    Years Ending
                       June 30,
                    ------------
                        2001                                   $  236,777
                        2002                                      248,614
                        2003                                      261,090
                        2004                                      274,103
                        2005                                      116,520
                                                               ----------

                                                               $1,137,104
                                                               ==========



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