<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 2000
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.
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(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)
9501 N.E. 2nd Avenue
Miami Shores, FL 33138
----------------------------------------
(Address of principal executive offices)
(305) 751-3232
----------------------------------------------------
(Registrant's telephone number, including area code)
15544 N.W 77th Court
Miami Lakes, Fl. 33016
(305) 828-2599
----------------------------------------------------
(Former Address and telephone number)
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 June 30, 2000, the Company had a total of 9,110,208 shares of
Common Stock, par value $.001 per share (the "Common Stock"), outstanding.
Transitional Small Business Disclosure Format: Yes [ ] No [X]
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AMERICA'S SENIOR FINANCIAL SERVICES, INC.
FORM 10-QSB
QUARTER ENDED JUNE 30, 2000
INDEX
<TABLE>
<CAPTION>
PAGE NO.
--------
<S> <C> <C>
PART I
Item 1. Financial Statements......................................................................3-9
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations...............................................................10-11
PART II
Item 2. Changes in Securities......................................................................12
Item 6. Exhibits and Reports on Form 8-K...........................................................12
SIGNATURES.........................................................................................13
</TABLE>
2
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AMERICA'S SENIOR FINANCIAL SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
30-JUN-00 31-DEC-99
------------ ------------
(Unaudited)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 64,333 $ 402,373
Brokerage fees receivable 217,625 214,604
Employee advances 182,146 175,714
Mortgage loans held for sale 3,618,019 2,389,162
Due from shareholder -- 20,734
Prepaid expenses 157,713 56,851
Other current assets -- 72,302
------------ ------------
TOTAL CURRENT ASSETS 4,239,836 3,331,740
------------ ------------
PROPERTY AND EQUIPMENT, net 403,798 442,897
------------ ------------
OTHER ASSETS
Goodwill, net 4,967,897 5,096,841
Due from related parties 112,000 112,000
Notes receivable 250,000 250,000
Other assets 87,900 561,536
------------ ------------
TOTAL OTHER ASSETS 5,417,797 6,020,377
------------ ------------
TOTAL $ 10,061,431 $ 9,795,014
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt and capital lease
obligation $ 20,457 $ 24,934
Lines of credit 413,245 366,298
Warehouse lines of credit 3,582,281 2,639,192
Accounts payable 623,566 394,752
Accrued liabilities 262,327 418,634
Other current liabilities -- 29,291
------------ ------------
TOTAL CURRENT LIABILITIES 4,901,876 3,873,101
CAPITAL LEASE OBLIGATIONS, less current portion 10,585 56,834
------------ ------------
LONG-TERM DEBT, convertible debentures 1,198,895 1,750,000
------------ ------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Preferred stock, $0.001 par value; 10,000,000 shares
authorized, zero shares issued and outstanding -- --
Common stock, $0.001 par value; 25,000,000 shares
authorized, shares issued and outstanding, 9,110,208
at June 30, 2000 and 7,690,262 at December 31, 1999 9,116 7,690
Additional paid-in capital 13,114,910 12,498,553
Retained earnings (deficit) (9,028,028) (8,219,283)
Unearned compensation - restricted stock (145,923) (171,881)
------------ ------------
TOTAL STOCKHOLDERS' EQUITY 3,950,075 4,115,079
------------ ------------
TOTAL $ 10,061,431 $ 9,795,014
============ ============
</TABLE>
See notes to financial statements.
3
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AMERICA'S SENIOR FINANCIAL SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
----------------------------- -----------------------------
2000 1999 2000 1999
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
REVENUES $ 1,904,410 $ 1,010,756 $ 3,403,203 $ 1,970,688
----------- ----------- ----------- -----------
EXPENSES:
Payroll and related expenses 1,259,341 656,894 2,518,347 1,312,189
Administrative, processing, and occupancy 1,311,098 574,985 1,850,699 993,862
Goodwill amortization 64,472 66,320 128,944 125,052
----------- ----------- ----------- -----------
TOTAL EXPENSES 2,634,911 1,298,199 4,497,990 2,431,103
----------- ----------- ----------- -----------
LOSS FROM OPERATIONS (730,501) (287,443) (1,094,787) (460,415)
----------- ----------- ----------- -----------
OTHER
Interest income -- -- (3,600) --
Interest expense 25,677 5,659 41,985 19,306
----------- ----------- ----------- -----------
TOTAL OTHER, NET 25,677 5,659 38,385 19,306
----------- ----------- ----------- -----------
LOSS BEFORE INCOME TAXES (756,178) (293,102) (1,133,172) (479,721)
PROVISION FOR INCOME TAXES -- -- -- --
----------- ----------- ----------- -----------
NET LOSS $ (756,178) $ (293,102) $ (1,133,172) $ (479,721)
=========== =========== =========== ===========
LOSS PER SHARE:
Basic $ (0.084) $ (0.043) $ (0.131) $ (0.073)
=========== =========== =========== ===========
Diluted $ (0.084) $ (0.043) $ (0.131) $ (0.073)
=========== =========== =========== ===========
Weighted average common shares outstanding 8,958,942 6,773,361 8,659,083 6,546,657
=========== =========== =========== ===========
</TABLE>
See notes to financial statements.
4
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AMERICA'S SENIOR FINANCIAL SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS
ENDED JUNE 30,
-----------------------------
2000 1999
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(1,133,172) $ (479,721)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 172,546 164,175
Common stock issued for services 161,486 19,229
Common stock issued for deposits 25,000
Changes in certain assets and liabilities:
Brokerage fee receivable (3,499) (57,109)
Employee advances (6,432) (52,509)
Prepaid expenses (75,863) (70,804)
Other current assets and liabilities, net 60,719 --
Accounts payable 277,334 161,533
Accrued liabilities (173,694) --
----------- -----------
NET CASH USED IN OPERATING ACTIVITIES (695,575) (315,206)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase/Sale of property and equipment (4,503) (119,775)
Acquisition expenditures, net of cash acquired 460,219 (452,571)
Increase in mortgage loans (1,228,857) --
Changes in other assets -- (626,873)
----------- -----------
NET CASH USED IN INVESTING ACTIVITIES (773,141) (1,199,219)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock, net 112,292 598,948
Other capital contributions 6,035 --
Net Borrowings under lines of credit 990,036 --
Borrowing on capital lease obligations --
Due from shareholder 20,734 (22,618)
Change in long-term debt 1,579 2,678,561
----------- -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES 1,130,676 3,254,891
----------- -----------
NET INCREASE IN CASH AND CASH EQUIVALENTS (338,040) 1,740,466
CASH AND CASH EQUIVALENTS, beginning of period 402,373 195,728
----------- -----------
CASH AND CASH EQUIVALENTS, end of period $ 64,333 $ 1,936,194
=========== ===========
</TABLE>
See notes to financial statements.
5
<PAGE> 6
AMERICA'S SENIOR FINANCIAL SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
SIX MONTHS
(continued) ENDED JUNE 30,
-------------------
2000 1999
------- ------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid in cash during the period $ 7,194 $3,623
======= ======
Income taxes paid in cash during the period $ -- $ --
======= ======
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
During January and February 2000, the holder of the convertible debenture
bond converted $676,001 of the principal, penalty and accrued interest
into 398,497 shares of common stock (see Note 4).
During the first Quarter 2000, the Company recognized $20,466 of expense
related to the vesting of restriced stock issued to employees.
During the first Quarter 2000, the Company issued 541,950 shares valued at
$135,488 for services.
The Company issued 100,000 shares valued at $25,000, as a deposit on an
acquisition candidate.
During the second Quarter 2000, the Company issued 157,266 shares valued
at $28,845 for services.
6
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AMERICA'S SENIOR FINANCIAL SERVICES, INC. AND SUBSIDIARIES
PROFORMA CONSOLIDATED STATEMENT OF OPERATIONS INCLUDING JUPITER
FOR THE SIX MONTH PERIOD ENDED JUNE 30, 1999
<TABLE>
<CAPTION>
1/01/99 TO 1/01/99 TO
HISTORIC 1/31/99 6/30/99 PROFORMA
AMSE CFSF (1) JUPITER ADJUSTMENTS CONSOLIDATED
---- -------- ------- ----------- ------------
<S> <C> <C> <C> <C> <C>
REVENUES 1,970,688 58,469 1,463,230 3,492,387
EXPENSES:
Payroll and related expenses 1,312,189 58,089 886,818 2,257,096
Administrative, processing, and occupancy 993,862 37,191 562,446 1,593,499
Goodwill amortization 125,052 90,174 (a) 215,226
TOTAL EXPENSES 2,431,103 95,280 1,449,264 90,174 4,065,821
LOSS FROM OPERATIONS (460,415) (36,811) 13,966 (90,174) (573,434)
Interest expense net 38,385 5,298 43,683
PROFIT (LOSS) BEFORE INCOME TAXES (498,800) (36,811) 8,668 (90,174) (617,117)
PROVISION FOR INCOME TAXES
NET PROFIT (LOSS) (498,800) (36,811) 8,668 (90,174) (617,117)
</TABLE>
(a) To annualize goodwill as if this acquisition took place on January 1, 1999.
(1) Capital Funding of South Florida, Inc. (CFSF)
7
<PAGE> 8
PART I
ITEM 1. FINANCIAL STATEMENTS
Note 1, Basis of Presentation
The unaudited, condensed, consolidated financial statements included
herein, commencing at page 3, 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 1999 financial information to
conform to the presentation used in 2000. Results of operations for the three
months ended June 30, 2000 are not necessarily indicative of the results that
may be expected for the year ending December 31, 2000. These financial
statements should be read in conjunction with the Company's Form 10-KSB, as
filed with the Securities and Exchange Commission on April 14, 2000.
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 a
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 34,383 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, if certain criteria
are met with regard to the trading prices and activity of the Company's common
stock.
8
<PAGE> 9
Currently, these criteria are not met and the Company may not require the buyer
to purchase additional debentures. 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. The
Company and the debenture holder are currently negotiating to restructure this
agreement. While this is ongoing requests for additional conversions have been
suspended.
During 1999, the debenture holder converted $750,000 worth of
debentures into 152,260 common shares. During the first three months ended March
31, 2000, the debenture holder converted another $613,995 in principal and
$62,032 in interest and penalty into 398,497 common shares.
Note 5, Loans held for Sale/ Warehouse Line of Credit
As part of Jupiter Mortgage Corporation acquisition, completed in
August 1999, the Company obtained certain loan funding credit facilities. As a
result, the balance sheet of the Company includes a "Warehouse line of credit"
and "loans held for sale." The warehouse line of credit is used to fund loans as
they are produced, and this line of credit is secured by the mortgages.
Note 6, Secured Convertible Demand Promissory Note
During the second quarter the company paid off several outstanding lines of
credit, retiring $210,000 in short term debt. The Company executed a secured
convertible demand promissory note with a third party, which retired the above
mentioned lines of credit and provided the Company with additional working
capital. The Company also funded certain types of loans through such third
party's mortgage subsidiary.
9
<PAGE> 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
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 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.
RESULTS OF OPERATIONS
Revenues for the three-month period ending June 30, 2000 increased by 88% to
$1,904,411, up from $1,010,756 for the three-month period ending June 30, 1999.
This growth in revenues is primarily attributable to the contribution of the
Jupiter Mortgage Corporation ("Jupiter") subsidiary, which was acquired by the
Company in August 1999 and whose results were not a part of the Company's 2nd
quarter 1999 results. Revenues for the six-month period ending June 30, 2000
increased by 73% to $3,403,203, up from $1,970,688 for the six-month period
ending June 30, 1999. Jupiter Mortgage Corporation was the primary factor for
this increase. Revenues for Jupiter Mortgage Corporation for the six-month's
ended June 30, 2000 increased by 64% to $2,397,844 up from $1,463,230 for the
six-month period ending June 30, 1999. See the Pro-forma financial statements
including Jupiter, presented on page 7 herein for the six months ended June 30,
1999.
Total Expenses for the three-month period ended June 30, 2000 compared to the
three-month period ended June 30, 1999 increased to $2,634,911 from $1,298,199.
This increase in expenses is partially attributable to the inclusion of the
Jupiter subsidiary, which was not a part of the Company during the second
quarter of 1999. In addition the Company, pursuant to terms of those certain
acquisition agreements with Senior Income Reverse Mortgage Corporation and
Pinnacle Financial Corporation, wrote down the acquisition costs and deposits
related thereto, as these acquisitions were not consummated and the agreements
terminated pursuant to their terms. These costs were approximately $591,000.
Total Expenses for the six-month period ended June 30, 2000 compared to the
six-month period ended June 30, 1999 increased to $4,497,990 from $2,431,103.
Jupiter Mortgage Corporation was the primary factor for this increase, as it was
not a part of the Company's 1999 results.
During the second quarter of 2000, the Company closed selected offices and
eliminated certain
10
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positions. With respect to these closures the Company negotiated several lease
settlements and disposed of assets related to these shuttered locations.
Total Other Expenses for the three-month period ended June 30, 2000, compared to
the three-month period ended June 30, 1999 increased to $25,677 from $5,659.
This increase is due to an increase in interest expense. Total Other Expenses
for the six-month period ended June 30, 2000 compared to the six-month period
ended June 30, 1999 increased to $38,385 from $19,306.
LIQUIDITY AND CAPITAL RESOURCES
The Company is currently managing the payment of our current
liabilities and obligations on a monthly basis as cash becomes available.
Although no assurances can be made for future periods, based on our June results
and the results in general from the second quarter 2000, the Company believes
that it is now cash flow neutral. During the second quarter, the Company paid
off several outstanding lines of credit, retiring $210,000 in short term debt.
The Company executed a secured convertible demand promissory note with a third
party, which retired the above mentioned lines of credit and provided the
Company with additional working capital. The Company also funded certain types
of loans through such third party's mortgage subsidiary.
The Company issued $2,500,000 of convertible debentures in May 1999.
Each debenture is convertible into common stock. The number of shares of common
stock that may be issued upon conversion of the debentures depends upon the
market price of our common stock at the time of the conversion. Based upon the
recent price of common stock of approximately $0.20, if the debentures were
converted into common stock, the Company would issue 6,682,382 shares of common
stock. Subject to certain criteria regarding trading price and activity of the
Company's common stock, the Company may issue up to $7,500,000 of additional
convertible debentures. These criteria are not currently met. During 1999, the
Company also issued warrants to purchase 34,483 shares of our common stock 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 the Company's recent historically low stock price could have a
significant dilutive effect upon future conversions of the principle amount of
the debenture. The Company and the debenture holder are currently negotiating to
restructure this agreement. While this is ongoing requests for additional
conversions have been suspended.
11
