<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File No. 0-25803
AMERICA'S SENIOR FINANCIAL SERVICES, INC.
-----------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Florida 65-0181535
- ------------------------------- -------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
15544 N.W. 77th Court
Miami Lakes, FL 33014
----------------------------------------
(Address of principal executive offices)
(305) 828-2599
----------------------------------------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No [ ]
Number of shares outstanding of each of the issuer's classes of common equity:
As of September 2, 1999, the Company had a total of 7,308,181 shares of
Common Stock, par value $.001 per share (the "Common Stock"), outstanding.
Transitional Small Business Disclosure Format: Yes [ ] No [X]
<PAGE> 2
AMERICA'S SENIOR FINANCIAL SERVICES, INC.
FORM 10-QSB
QUARTER ENDED JUNE 30, 1999
INDEX
PAGE NO.
-------
PART I
Item 1. Financial Statements..............................................3
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.........................................4
PART II
Item 2. Changes in Securities.............................................6
Item 6. Exhibits and Reports on Form 8-K..................................6
SIGNATURES................................................................7
2
<PAGE> 3
PART I
ITEM 1. FINANCIAL STATEMENTS
Note 1. Basis of Presentation
The unaudited, condensed, consolidated financial statements included
herein, commencing at page F-1, have been prepared in accordance with the
requirements of Regulation S-B, and supplementary financial information included
herein, if any, has been prepared in accordance with Item 310(b) of Regulation
S-B and, therefore, omit or condense certain footnotes and other information
normally included in financial statements prepared in accordance with generally
accepted accounting principles. In the opinion of Management, all adjustments
(consisting only of normal recurring accruals) necessary for a fair presentation
of the financial information for the interim periods reported have been made.
Certain reclassifications have been made to the 1998 financial information to
conform to the presentation used in 1999. Results of operations for the three
months ended June 30, 1999 and the six months ended June 30, 1999, are not
necessarily indicative of the results that may be expected for the year ending
December 31, 1999. These financial statements should be read in conjunction with
the Company's Form 10-SB as originally filed with the Securities and Exchange
Commission (SEC) on April 16, 1999, and as subsequently amended. The Company has
received certain accounting comments from the SEC with respect to such filing on
form 10-SB, as amended, and is in the process of reviewing such comments. As a
consequence thereof, the Company may amend or revise certain of the financial
disclosure set forth herein based upon such comments. Particularly, such
comments relate to the Company's accounting treatment of its acquisition of Dow
Guarantee Corp. (Dow).
Note 2. Loss Per Share
The Company follows the provisions of SFAS No. 128, "Earnings Per
Share", which requires presentation of basic earnings per share including only
outstanding common stock, and diluted earnings per share including the effect
of dilutive common stock equivalents. The Company's basic and diluted losses
per share for all periods presented are the same since the Company's
convertible debentures, stock options, and warrants are anti-dilutive.
Note 3. Income Taxes
The Company follows the provisions of SFAS No. 109, "Accounting for
Income Taxes". In accordance with this statement, the Company records valuation
allowance so that the deferred tax asset balance reflects the estimated amount
of deferred tax assets that may be realized. Therefore, the deferred tax assets
generated by the net losses in the periods presented have been offset in their
entirety by a deferred tax asset valuation allowance.
Note 4. Convertible Debentures
In May 1999, the Company entered into a Securities Purchase Agreement,
pursuant to which the Company issued $2,500,000 of 3% convertible debentures,
which are due May 6, 2002, and common stock purchase warrants for 34,483 shares
at $8.70 per share, which expire May 31, 2004. The Securities Purchase
Agreement, among other terms, allows the Company to require the buyer to
purchase additional convertible debentures up to $7,500,000. The holder of the
debentures may take the interest in either cash or Company common stock. The
debentures are convertible into common stock at the option of the holder, and
are converted at a price of the lower of (a) $8.70 per share, or (b) 85% of the
average closing bid price for the common stock for 5 of the 20 trading days
ending immediately before the conversion. At the time the Company entered into
this agreement the debentures would be convertible at $6.16 per share of the
Company's common stock. Under EITF Topic D-60 this beneficial conversion rate
has resulted in the Company recognizing an interest expense of $441,176. In
connection with the placement, the Company issued 185,548 shares of common
stock and paid approximately $280,000 in fees to consultants and placement
agents, which resulted in additional costs recognized of $1,491,628.
Note 5. Impaired Asset
On July 31, 1998, the Company acquired Dow Guarantee Corp. ("Dow") in
a tax free reorganization which was accounted for as a purchase per APB 16. The
recorded purchase price was approximately $3,437,500. Substantially all of the
purchase price was allocated to goodwill. For the period from acquisition
through December 31, 1998, Dow recorded a loss before goodwill amortization of
$40,131. During the three month period ended March 31, 1999, however, Dow
recorded a profit before goodwill amortization of $14,521. During the three
month period ended June 30, 1999, Dow lost $20,205 before goodwill
amortization. Because the subsidiary has operated at a cumulative loss since
the Company acquired it, an impaired asset review of Dow was initiated.
Pursuant to SFAS 121, "Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to be Disposed Of", the Company evaluated the
recoverability of the long-lived Dow asset, including goodwill. Based on the
second quarter of 1999 results, the Company has determined that Dow's estimated
future non-discounted cash flows are below the carrying value of Dow as a
long-lived asset. Accordingly, the Company has recorded an impairment charge to
adjust the carrying value of Dow's goodwill, the only long-lived asset deemed
to be presently affected, to fair value. The adjustment recorded was to reduce
the estimated fair value of the goodwill of Dow to approximately $903,418 by
recording a non-cash impairment loss of approximately $2,359,311. The estimated
fair value of Dow was based, among other factors, on the price of Company
securities, which were sold during June 1999; management believes that the fair
value of Dow approximates the amount to which it was written down.
Note 6. Other Assets
The following accounts make up the Balance Sheet line "Other Assets"
Notes Receivable $365,000
Deposit on Acquisition Candidate 100,000
Legal fees paid for pending acquisitions 72,000
Accounting fees paid for pending acquisitions 27,000
Advertising & Marketing Supplies 23,000
Security Deposits and other 13,313
--------
Total $600,313
3
<PAGE> 4
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
INTRODUCTORY STATEMENT
The Private Securities Litigation Reform Act provides a "safe harbor"
for forward-looking statements. Certain statements included in this form 10-QSB
are forward looking and are based on the Company's current expectations and are
subject to a number of risks and uncertainties, including, but not limited to,
economic, competitive, and governmental factors affecting the Company's
operations, markets, and products, and other factors discussed in the Company's
filing w/the SEC, that could cause actual results to differ significantly from
results expressed or implied in any forward-looking statements made by, or on
behalf of, the Company. The Company assumes no obligation to update any
forward-looking statements contained herein or that may be made from time to
time by, or on behalf of, the Company.
On January 29, 1999 the Company acquired all of the outstanding and issued
Capital Stock of Capital Funding of South Florida, Inc. (CFSF) for $300,000 and
the issuance of 237,664 shares of the Company's Common Stock. In addition, on
August 18, 1999 the Company acquired all of the outstanding and issued Capital
Stock of Jupiter Mortgage Corporation (Jupiter) for $500,000 and the issuance
of 360,750 shares of the Company's Common Stock.
On April 16, 1999 the Company filed a form 10-SB with the SEC, which the
Company has subsequently amended.
RESULTS OF OPERATIONS
Revenues for the three-month period ending June 30, 1999 increased to
$1,010,756 from $205,219 for the three-month period ending June 30, 1998.
Revenues for the six months ending June 30, 1999 increased to $1,970,688 from
$365,010 for the six months ended June 30, 1998. This growth in revenues was
primarily attributable to the contributions of the Dow and Capital
subsidiaries, whose results were not part of AMSE's 1998 results.
Total Expenses for the three-month period ended June 30, 1998 compared to the
three-month period ended June 30, 1999 increased to $5,149,138 from $243,822.
Total Expenses for the six-month period ending June 30, 1999 compared to the six
months ended June 30, 1998 increased to $6,282,042 from $469,463. This increase
in expenses was partially attributable to the inclusion of the costs associated
with the Dow and Capital subsidiaries, which were not a part of AMSE during the
second quarter of 1998.
These expenses also include an impairment write-down of $2,359,311 against the
goodwill of Dow Guarantee Corp. (Dow). This impairment was taken due to Dow
having negative operations in the last five months of 1998 and during the
second quarter of 1999. These negative operations were specifically the result
of increased professional fees relating to the stringent reporting requirements
to AMSE, and represent approximately a $12,000 increase over what Dow would
typically have spent on such fees. Dow also recognized approximately $10,000 of
non capitalized expenses pertaining to the move of their primary office. During
the second quarter of 1999 Dow lost some key sales personnel, these individuals
had historically been responsible for approximately 10% of Dow's revenues.
These personnel have been replaced. Dow also has had no growth in revenues from
the date of acquisition.
The Company has also recognized approximately $1,491,628 of Debenture Financing
Costs. These Debentures are immediately convertible into Common Stock and
therefor the expenses are recognized immediately and not amortized over the
life of the debenture. These expenses include approximately $280,000 of fees
paid out of the debenture financing and the issuance of 185,548 shares of the
Company's Common Stock issued to consultants and placement agents. The Common
Stock issued is valued with a 10% discount from the 7.25 average trading price
at the time the debenture was issued, due to the restrictions imposed on the
transferability of the shares.
Total Other Expenses for the three-month period ended June 30, 1998 compared to
the three-month period ended June 30, 1999 increased to $446,835 from $447.
Total Other Expenses for the six-month period ending June 30, 1999 compared to
the six months ended June 30, 1998 increased to $460,482 from $1,008. This
increase in expenses was primarily due to the Interest expense of the
conversion benefit of the convertible debentures of $441,176.
4
<PAGE> 5
Liquidity and Capital Resources
We sold a $2,500,000 convertible debenture in May 1999. The debentures
are convertible into our common stock at the option of the debenture holder. If
converted, the debentures will be converted into common stock at a price of the
lower of (a) $8.70 per share or (b) 85% of the average closing bid price for the
common stock for 5 trading days selected by the debenture holder from the 20
trading days ending immediately before the conversion of the debenture. However,
the Company may not issue more than 9.9% of its outstanding common stock to the
holder. We also issued warrants to purchase 34,483 shares of our common stock at
$8.70 per share to the purchaser of the debentures and will issue more warrants
in the event of the sale of additional debentures. The material risk associated
with this type of debenture is that if our stock price were lower it could have
a significant dilutive effect.
The Company may seek to obtain additional equity and/or debt financing
in the future on terms deemed favorable by the Company. No assurances can be
given as to the Company's ability to procure any such debt and/or equity
financing in the future.
5
<PAGE> 6
PART II
ITEM 2. CHANGES IN SECURITIES
During the second quarter of 1999 we issued 278,000 shares of our
common stock. 75,000 shares were sold to three investors as follows:
purchase share Accredited/
date price quantity Purchaser Sophisticated
------- --------- -------- --------- -------------
May 7, 1999 $75,000 37,500 Palmun Associates Accredited
June 16, 1999 $25,000 12,500 Kenneth Rosen Sophisticated
June 16, 1999 $50,000 25,000 Marc A. Kahn and Sophisticated
Laurie D. Kahn
We issued 17,452 shares of common stock to employees during the second
quarter an 185,548 shares to our investment banker and other consultants in
connection with the $2,500,000 debenture sold during May of 1999.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
1. Financial Statements begin on page F-1.
2. Exhibits:
EX-27 Financial Data Schedule (for SEC use only)
(b) Reports on Form 8-K.
1. None.
6
<PAGE> 7
AMERICA'S SENIOR FINANCIAL SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
30-Jun-99 31-Dec-98
--------- ---------
(Unaudited)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 1,936,194 $ 195,728
Brokerage fees receivable 106,962 49,853
Due from employees and shareholders 226,537 93,146
Prepaid expenses 117,503 46,699
----------- -----------
TOTAL CURRENT ASSETS 2,387,196 385,426
PROPERTY AND EQUIPMENT, net 474,053 254,783
GOODWILL, net 2,785,241 3,348,215
OTHER ASSETS 600,313 319,940
----------- -----------
TOTAL $ 6,246,803 $ 4,308,364
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt $ 17,129 $ 5,798
Accounts payable 277,413 173,904
Accrued compensation and related taxes 107,078 49,054
----------- -----------
TOTAL CURRENT LIABILITIES 401,620 228,756
----------- -----------
LONG-TERM DEBT, less current portion 2,680,517 13,287
----------- -----------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Preferred Stock, $.001 par value; 10,000,000 shares
authorized, no shares issued and outstanding -- --
Common stock, $0.001 par value; 25,000,000 shares
authorized, shares issued and outstanding, 6,909,431
and 5,898,867 in 1999 and 1998, respectively 6,909 5,899
Additional paid-in capital 8,500,326 4,584,932
Retained earnings (deficit) (5,229,279) (457,443)
Unearned compensation - restricted stock (113,290) (67,067)
----------- -----------
TOTAL STOCKHOLDERS' EQUITY 3,164,673 4,066,321
----------- -----------
TOTAL $ 6,246,803 $ 4,308,364
=========== ===========
</TABLE>
F-1
<PAGE> 8
AMERICA'S SENIOR FINANCIAL SERVICES, INC. AND SUBSIDIARIES
STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
1999 1998 1999 1998
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
REVENUES 1,010,756 205,219 1,970,688 365,010
----------- ----------- ----------- -----------
EXPENSES:
Payroll and related expenses 656,894 150,031 1,331,418 256,098
Administrative, processing and occupancy 563,954 93,791 974,633 213,365
Debenture Financing Costs 1,491,628 -- 1,491,628 --
Employee recruitment 11,031 -- -- --
Goodwill amortization 2,425,631 -- 2,484,363 --
----------- ----------- ----------- -----------
TOTAL EXPENSES 5,149,138 243,822 6,282,042 469,463
----------- ----------- ----------- -----------
LOSS FROM OPERATIONS (4,138,382) (38,603) (4,311,354) (104,453)
----------- ----------- ----------- -----------
OTHER EXPENSES:
Interest expense 5,659 447 19,306 1,008
Interest expense -
Convertible Debentures Conversion discount 441,176 -- 441,176 --
----------- ----------- ----------- -----------
TOTAL OTHER EXPENSES 446,835 447 460,482 1,008
----------- ----------- ----------- -----------
LOSS BEFORE INCOME TAXES (4,585,217) (39,050) (4,771,836) (105,461)
PROVISION FOR INCOME TAXES -- -- -- --
----------- ----------- ----------- -----------
NET LOSS $(4,585,217) $ (39,050) $(4,771,836) $ (105,461)
=========== =========== =========== ===========
LOSS PER SHARE:
Basic $ (0.677) $ (0.009) $ (0.729) $ (0.024)
=========== =========== =========== ===========
Diluted $ (0.677) $ (0.009) $ (0.729) $ (0.024)
=========== =========== =========== ===========
Weighted average common shares outstanding
(basic and diluted) 6,773,361 4,413,560 6,546,657 4,390,119
=========== =========== =========== ===========
</TABLE>
F-2
<PAGE> 9
AMERICA'S SENIOR FINANCIAL SERVICES, INC. AND SUBSIDIARIES
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30,
1999 1998
----------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(4,771,836) $(105,461)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation and amortization 2,523,486 6,425
Non-Cash Interest expense and Other Non-Cash Costs-
Convertible debentures 1,932,804
Recognition of restricted stock earned 19,229 --
Changes in certain assets and liabilities, net of amounts from an
acquisition:
Brokerage fee receivable (57,109) (46,230)
Employee advances (52,509) --
Prepaid expenses and other (70,804) 10,000
Accounts payable, accrued compensation and related taxes 161,533 (3,258)
----------- ---------
NET CASH USED IN
OPERATING ACTIVITIES (315,206) (138,524)
----------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (119,775) (36,795)
Acquisition expenditures, net of cash acquired (452,571) (24,537)
Changes in other assets (626,873) 16,616
----------- ---------
NET CASH USED IN INVESTING ACTIVITIES (1,199,219) (44,716)
----------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock, net 598,948 108,500
Change in long-term debt 2,678,561 (4,774)
Change in due from shareholders (22,618) 11,919
----------- ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES 3,254,891 115,645
----------- ---------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 1,740,466 (67,595)
CASH AND CASH EQUIVALENTS, Beginning of period 195,728 86,376
----------- ---------
CASH AND CASH EQUIVALENTS, End of period $ 1,936,194 $ 18,781
=========== =========
</TABLE>
F-3
<PAGE> 10
AMERICA'S SENIOR FINANCIAL SERVICES, INC. AND SUBSIDIARIES
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(UNAUDITED)
<TABLE>
<CAPTION>
Common Common Additional Retained Total
Stock Stock, at Paid-in Restricted Earnings Stockholders'
# of Shares par value Capital Stock (Deficit) Equity
----------- --------- ---------- --------- --------- -------------
<S> <C> <C> <C> <C> <C> <C>
STOCKHOLDERS' EQUITY, December 31, 1998 5,898,867 $5,899 $4,584,932 $ (67,067) $ (457,443) $4,066,321
Stock issued pursuant to an acquisition 237,664 237 1,558,963 1,559,200
Contribution to Capital 40,000 40,000
Stock issued for debenture financing costs 185,548 186 1,211,442 1,211,628
Beneficial conversion feature of
Convertible Debentures 441,176 441,176
Restricted stock issued to employees 65,452 65 65,387 (65,452) --
Recognition of restricted stock earned 19,229 19,229
Issuances of common stock for cash,
net of expenses 521,900 522 598,426 598,948
Net loss for the period ended June 30, 1999 (4,771,836) (4,771,836)
--------- ------ ---------- --------- ----------- ----------
STOCKHOLDERS' EQUITY, June 30, 1999 6,909,431 $6,909 $8,500,326 $(113,290) $(5,229,279) $3,164,666
========= ====== ========== ========= =========== ==========
</TABLE>
F-4
<PAGE> 11
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AMERICA'S SENIOR FINANCIAL SERVICES, INC.
Dated: September 3, 1999 By: /s/ Nelson A. Locke
--------------------------------------
Nelson A. Locke, President
Chief Executive Officer
Principal Accounting Officer
7
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C> <C>
<PERIOD-TYPE> 6-MOS 6-MOS
<FISCAL-YEAR-END> DEC-31-1998 DEC-31-1999
<PERIOD-START> JAN-01-1998 JAN-01-1999
<PERIOD-END> JUN-30-1998 JUN-30-1999
<CASH> 18,781 1,936,194
<SECURITIES> 0 0
<RECEIVABLES> 52,325 106,962
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 81,106 2,387,196
<PP&E> 91,788 474,053
<DEPRECIATION> 54,048 114,145
<TOTAL-ASSETS> 218,146 6,246,803
<CURRENT-LIABILITIES> 41,461 401,620
<BONDS> 0 2,500,000
0 0
0 0
<COMMON> 4,390 6,909
<OTHER-SE> 152,150 3,157,757
<TOTAL-LIABILITY-AND-EQUITY> 218,146 6,246,803
<SALES> 0 0
<TOTAL-REVENUES> 365,010 1,970,688
<CGS> 0 0
<TOTAL-COSTS> 469,463 6,282,042
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 1,008 460,482
<INCOME-PRETAX> (105,461) (4,771,836)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> (105,461) (4,771,836)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (105,461) (4,771,836)
<EPS-BASIC> (.024) (.729)
<EPS-DILUTED> (.024) (.729)
</TABLE>
