UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OF 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OF 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ______________ to _________________
Commission File No. 0-28067
FIRST RESERVE, INC.
-------------------
(Exact name of registrant as specified in its charter)
Florida 86-0740730
------------------------------- ------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1360 South Dixie Highway, Coral Gables, FL 33146
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(Address of principal executive offices) (Zip Code)
(305) 667-8871
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Issuer's Telephone Number, Including Area Code:
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(Former Name, Former Address and Former Fiscal Year,
if changed since last report)
Indicate by a 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. [X] Yes [ ] No
As of September 30, 2000, 6,915,050 shares of the Registrant's Common
Stock, no par value per share, were outstanding.
<PAGE>
FIRST RESERVE, INC. AND SUBSIDIARIES
INDEX TO FORM 10-QSB/A
<TABLE>
<CAPTION>
Page
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PART I - FINANCIAL INFORMATION
<S> <C>
Item 1. Financial Statements
Condensed Consolidated Balance Sheets
September 30, 2000 and December 31, 1999........................................................ 1
Liabilities and Stockholders' Equity
September 30, 2000 and December 31, 1999........................................................ 1
Condensed Consolidated Statements of Income and Accumulated Deficit
Nine Months Ended September 30, 2000............................................................ 1
Condensed Consolidated Statements of Income and Accumulated Deficit
Three Months Ended September 30, 2000........................................................... 1
Condensed Consolidated Statement of Stockholders' Equity
Nine Months and Three Months Ended September 30, 2000........................................... 1
Condensed Consolidated Statements of Cash Flows
Nine Months Ended September 30, 2000 and September 30, 1999..................................... 1
Notes to Condensed Consolidated Financial Statements............................................ 1
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations............................................................. 1
PART II - OTHER INFORMATION
Item 5. Other Information............................................................................... 7
Item 6. Exhibits and Reports on Form 8-K ............................................................... 8
Signatures.............................................................................................. 9
</TABLE>
2
<PAGE>
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements.
Immediately following the signature page in this Form 10-QSB/A.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
The "Management's Discussion and Analysis of Financial Condition and Results of
Operations" included herein should be read in conjunction with the Condensed
Consolidated Financial Statements of First Reserve, Inc. and subsidiaries (the
"Company"), as of September 30, 2000, and the related notes to the Condensed
Consolidated Financial Statements as of September 30, 2000 and 1999, and
December 31, 1999, and the related Notes to the Consolidated Financial
Statements. The Company's Financial Statements have been prepared in accordance
with generally accepted accounting principles in the United States.
The financial information in "Management's Discussion and Analysis of Financial
Condition and Results of Operations" refers to the continuing operations of the
Company.
The results here are not necessarily representative of the results that may be
expected in any future period.
Results of Operations
Our real estate brokerage business is subject to seasonal fluctuations because
more home sale transactions tend to close during the second and third quarters
of the year. As a result, our operating results and profitability are typically
higher in the second and third quarters relative to the remainder of the year.
Revenues. Our revenues for the nine-month period ended September 30, 2000,
increased approximately 26.2% to approximately $23.5 million, from $18,598,069
for the comparable interim period in 1999. Revenues in 2000 reflect an increase
in residential real estate sales activity in our primary existing market
(Miami-Dade County, Florida). In addition, this nine-month period reflects the
inclusion of the operations of Ross and Associates, Inc. ("Ross") and The
Daniels Group, Inc. ("Daniels"), both of which were acquired as of September 1,
2000. In addition, the percentage increase can also be contributed to the
following sources: (i) permanent office in Plantation, Florida (Broward County);
the Broward County operation just began to contribute material revenues in the
third quarter of 1999; (ii) the volume of our mortgage brokerage operations also
increased from 1999 levels; and (iii) for the third quarter of 2000, the
operating results of Columbia Title of Florida, Inc. have increased.
3
<PAGE>
Operating Expenses. Operating expenses for the nine-month period ended September
30, 2000, increased to approximately $22.4 million, as compared to approximately
$18.1 million for the nine- month period ended September 30, 1999. The
significant components of our operating expenses are: commissions to real estate
associates, officer and staff salaries, office rental costs, advertising
expenses, promotional expenses and insurance. Our operating expenses increased
as a result of the costs associated with the acquisitions of Ross and Daniels in
September, 2000, as well as the continued support of our two Broward County
sales offices. During this nine-month period, the Company had significant
professional expenses associated with its continued reporting requirements under
the Securities Exchange Act of 1934.
Interest Income and Expense. During the first nine months of 2000 we had a total
interest expense of $108,089, slightly up from $103,418 during the first
nine-months of 1999. This amount was associated with three borrowings, one of
which was the warehouse line of credit for the mortgage brokerage operations.
Interest income was approximately $23,476, down significantly from approximately
$43,479 for the nine-month period ended September 30, 1999. This was primarily
due to lower cash balances.
Income. We had income, before taxes, of $1,079,689 for the nine-month period
ended September 30, 2000, with an income tax on this amount of $7,488, compared
with approximately $640,727 for the nine-month period ended September 30, 1999.
Our income from operations was generated principally from the realty services
(brokerage commissions) and, to a lesser extent, from mortgage brokerage
services and from our title insurance operations (Columbia Title).
Liquidity and Capital Resources
Cash and cash equivalents at September 30, 2000, were $1,284,943. Cash provided
by operating activities for the first nine months of 2000 was $1,200,722. This
was primarily due to an increase in cash received from from customers, offset by
cash paid to suppliers.
The bulk of cash used for investing activities, totalling $650,695, represents
expenditures for property leasehold improvements and for office furniture and
equipment in connectiom with the opening of the new offices.
Cash provided by financing activities was $7,786 for the nine-month period ended
September 30, 2000, principally due to loan proceeds from line of credit.
At September 30, 2000, we had long term notes payable of approximately $220,000.
We have a $1.8 million "warehouse" line of credit to fund loans to be made in
connection with its mortgage banking operations. Each "warehouse" loan is
fully-backed by a permanent loan "take-out" commitment from a national lender of
residential financing. As of September 30, 2000, the balance of this "warehouse"
line of credit was approximately $838,000 with a corresponding asset of
"mortgage loans held for sale" of approximately $847,000.
4
<PAGE>
At September 30, 2000, we had shareholder equity of $3,965,021. For the
nine-month period ended September 30, 2000, our deficit in working capital
(current assets minus current liabilities) was $877,266.
Our second office in Broward County was opened in April 2000. We anticipate that
our Broward County offices will result in substantially increased sales. We
anticipate that our title business will be profitable by the end of 2000, and
will contribute to our cash flow and our overall operations.
We believe that our cash flow from operations combined with our ability to
borrow funds will be adequate to fund continuing operations. We expect to
continue to expand our existing business in the South Florida market through the
opening and acquisition of new offices in South Florida. In order to fund this
expansion, we may borrow additional monies from financial institutions or other
third-party sources. In addition, we may from time-to-time sell equity to raise
additional working capital. Using these available sources, as well as internally
generated cash, we expect to have sufficient funds to satisfy our working
capital needs for the immediate future.
Seasonality
Our operations are principally based on the residential real estate market in
South Florida (Miami- Dade and Broward Counties). Historically, this market has
been seasonal with generally higher sales in the second and third fiscal
quarters (April-September). Therefore, the results of any interim period is not
necessarily indicative of the results that might be expected during a full
fiscal year.
Forward Looking Statements
From time to time, we make statements about our future results in this Form
10-QSB/A that may constitute "forward-looking statements" within the meaning of
the Private Securities litigation Reform Act of 1995. These statements include,
but are not limited to, statements in the Management's Discussion and Analysis
(above) regarding the opening of our new offices and the expansion of our
business in South Florida, our anticipated revenues for 2000, the expected
aggregate value of real estate transactions we handled in 2000, as well as the
anticipated synergies among our three operating units, are based on our current
expectations and the current economic environment. We caution you that these
statements are not guarantees of future performance. They involve a number of
risks and uncertainties that are difficult to predict. Our actual results could
differ materially form those expressed or implied in the forward-looking
statements. Important assumptions and other important factors that could cause
our actual results to differ material from those in the forward-looking
statements, include, but are not limited to: (i) the continued growth in the
residential real estate market in South Florida including the successful
increase in operation; (ii) the operation of our recently-acquired title company
becoming profitable; (iii) the increased profitability of our mortgage brokerage
business; (iv) the general availability of home mortgage financing at favorable
rates; (v) continued positive economic climate in the United States; (vi)
competition in our existing lines of business; and (vii) our ability to obtain
and maintain working
5
<PAGE>
capital, whether internally generated or from financing sources (on acceptable
terms) in order to finance our growth strategy.
6
<PAGE>
PART II
OTHER INFORMATION
Item 5. Other Information
On September 1, 2000, Esslinger, Wooten & Maxwell, Inc. ("EWM") purchased
substantially all the assets of Ross for $186,300 in stock of the Company. As a
result of this acquisition, accounted for as a purchase, property, plant and
equipment of $46,875, accounts receivable of $41,500 and other assets of $97,925
were recorded. Ross was primarily engaged in the same activity as EWM. Under the
terms of the agreement, the Ross sole shareholder received 138,000 shares of
common stock of the Company on the date of the acquisition. An additional
112,000 "contingent" shares of common stock of the Company will be issued
pending future gross commission income to be generated by the former shareholder
of Ross over the next 12 months. Due to the contingent nature of these shares,
the Company will record them as additional purchase price upon issuance of the
shares.
On September 1, 2000, EWM acquired substantially all the assets of Daniels for
$13,500 in stock of the company. As a result of this acquisition, accounted for
as a purchase, property, plant and equipment totaling $13,500 was recorded.
Daniels was primarily engaged in the same activity as EWM. Under the terms of
the agreement, the shareholder of Daniels received 10,000 shares of common stock
of the Company on the date of the acquisition. Additional cash consideration to
the former shareholder of Daniels may be paid to her, pending achieving certain
commission levels during four separate one-year periods, ending on August 31,
2004. If these commission levels are not achieved during these four separate
one-year periods, no additional cash consideration will be paid. Due to the
contingent nature of this cash consideration, the Company will record this
transaction as additional purchase price upon the former shareholder of Daniels
achieving the required commission levels. Based on recent trading of the
Company's stock, the fair value of the Company's stock price on the acquisition
date was $1.35 per share. The total cost of the acquisition was approximately
$13,500. The results of operations for Daniels are included in the consolidated
condensed statements of income for the period from September 1, 2000 to
September 30, 2000.
The Company created a new subsidiary, First Reserve Insurance, Inc. ("FRINS") in
2000. On September 13, 2000, FRINS signed an exclusive agreement with an
insurance broker to market and sell insurance products to the clients of EWM and
the Company. These insurance products include, but are not limited to, propert
and casualty, automobile, life and health insurance policies. The results of
operations for FRINS are included in the consolidated condensed statement of
income for the period from September 13, 2000, to September 30, 2000.
7
<PAGE>
Item 6. Exhibits and Reports on Form 8-K
A. Exhibits.
---------
Exhibit 27 Financial Data Schedule
B. Reports on Form 8-K
None
8
<PAGE>
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.
Date: November 20, 2000 FIRST RESERVE, INC.
By: /s/ Ronald A. Shuffield
-------------------------------------
Ronald A. Shuffield, President and
Principal Financial Officer
9
<PAGE>
CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
SEPTEMBER 30, 2000 AND 1999, AND
DECEMBER 31, 1999
FIRST RESERVE, INC. AND SUBSIDIARIES
CORAL GABLES, FLORIDA
<PAGE>
FIRST RESERVE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
ASSETS
(Unaudited)
September 30, December 31,
2000 1999
----------- -----------
<S> <C> <C>
CURRENT ASSETS
Cash $ 1,284,943 $ 727,130
Interest bearing deposit from bank 125,000 125,000
Receivables 389,694 356,331
Mortgage loans held for sale 846,950 830,620
Prepaid expenses and other 155,146 178,297
----------- -----------
Total current assets 2,801,733 2,217,378
----------- -----------
PROPERTY AND EQUIPMENT
Furniture and equipment 1,203,915 898,579
Office equipment 914,220 762,748
Transportation equipment 20,000 28,102
Leasehold improvements 690,244 435,323
Equipment held under capital leases 35,730 35,730
----------- -----------
2,864,109 2,160,482
Less accumulated depreciation (1,014,784) (823,743)
----------- -----------
Net property and equipment 1,849,325 1,336,739
----------- -----------
OTHER ASSETS
Goodwill, net 1,302,094 1,348,397
Deposits and other 175,764 87,834
----------- -----------
Total other assets 1,477,858 1,436,231
----------- -----------
Total assets $ 6,128,916 $ 4,990,348
=========== ===========
</TABLE>
See the accompanying notes to the condensed consolidated financial statements
which are an integral part of these statements.
Page 1 of 15
<PAGE>
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
(Unaudited)
September 30, December 31,
2000 1999
----------- -----------
<S> <C> <C>
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 362,371 $ 297,063
Deferred mortgage fee income 17,721 22,740
Escrow deposits -- 4,909
Current portion of obligations under
capital leases 6,774 6,109
Current maturities of long term debt, net
of unamortized discount 1,537,601 1,011,382
----------- -----------
Total current liabilities 1,924,467 1,342,203
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LONG TERM LIABILITIES
Obligations under capital leases 19,114 24,299
Note payable, net of unamortized discount 220,314 930,826
----------- -----------
Total long term liabilities 239,428 955,125
----------- -----------
Total liabilities 2,163,895 2,297,328
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STOCKHOLDERS' EQUITY
Common stock, no par value,
100,000,000 authorized shares;
6,915,050 and 6,767,050 shares issued and
outstanding at September 30, 2000 and
December 31, 1999, respectively 6,139,307 5,939,507
Accumulated deficit (2,174,286) (3,246,487)
----------- -----------
Total stockholders' equity 3,965,021 2,693,020
----------- -----------
Total liabilities and stockholders'
equity $ 6,128,916 $ 4,990,348
=========== ===========
</TABLE>
Page 2 of 15
<PAGE>
FIRST RESERVE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
(Unaudited) (Unaudited)
Nine-month Nine-month
Period Ended Period Ended
September 30, September 30,
2000 1999
------------ ------------
<S> <C> <C>
REVENUES $ 23,464,336 $ 18,598,069
------------ ------------
COSTS AND EXPENSES
Commissions, fees and other incentives 15,264,869 12,080,062
General and administrative expenses 6,825,976 5,843,105
Depreciation and amortization 263,413 185,701
Legal and other settlements -- 9,300
------------ ------------
Total costs and expenses 22,354,258 18,118,168
------------ ------------
Income from operations before income
taxes and other income and expenses 1,110,078 479,901
------------ ------------
OTHER INCOME AND (EXPENSES)
Interest income 23,476 43,479
Interest expense (108,089) (103,418)
Other income 49,687 --
Other expenses -- (1,600)
Gain on disposition of property and equipment 4,537 222,365
------------ ------------
Total other income and (expenses) (30,389) 160,826
------------ ------------
Income before income taxes 1,079,689 640,727
PROVISION FOR INCOME TAX 7,488 --
------------ ------------
Net income $ 1,072,201 $ 640,727
============ ============
BASIC EARNINGS PER COMMON SHARE $ 0.16 $ 0.10
============ ============
WEIGHTED AVERAGE COMMON SHARES 6,783,314 6,567,783
============ ============
DILUTED EARNINGS PER COMMON SHARES $ 0.16 $ .10
============ ============
WEIGHTED AVERAGE DILUTED COMMON SHARES 6,783,314 6,712,792
============ ============
</TABLE>
See the accompanying notes to the condensed consolidated financial statements
which are an integral part of these statements.
Page 3 of 15
<PAGE>
FIRST RESERVE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
(Unaudited) (Unaudited)
Three-month Three-month
Period Ended Period Ended
September 30, September 30,
2000 1999
----------- -----------
<S> <C> <C>
REVENUES $ 8,140,384 $ 6,742,950
----------- -----------
COSTS AND EXPENSES
Commissions, fees and other incentives 5,203,429 4,334,465
General and administrative expenses 2,339,102 2,110,431
Depreciation and amortization 93,589 68,378
Legal and other settlements -- 5,300
----------- -----------
Total costs and expenses 7,636,120 6,518,574
----------- -----------
Income from operations before income
taxes and other income and expenses 504,264 224,376
----------- -----------
OTHER INCOME AND (EXPENSES)
Interest income 10,896 24,864
Interest expense (43,262) (44,570)
Other income 16,955 --
Gain on disposition of property and equipment 4,537 --
----------- -----------
Total other income and (expenses) (10,874) (19,706)
----------- -----------
Income before income taxes 493,390 204,670
PROVISION FOR INCOME TAX 2,888 --
----------- -----------
Net income $ 490,502 $ 204,670
=========== ===========
BASIC EARNINGS PER COMMON SHARE $ 0.07 $ 0.03
=========== ===========
WEIGHTED AVERAGE COMMON SHARES 6,783,314 6,567,783
=========== ===========
DILUTED EARNINGS PER COMMON SHARES $ 0.07 $ 0.03
=========== ===========
WEIGHTED AVERAGE DILUTED COMMON SHARES 6,783,314 6,712,792
=========== ===========
</TABLE>
See the accompanying notes to the condensed consolidated financial statements
which are an integral part of these statements.
Page 4 of 15
<PAGE>
FIRST RESERVE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
(Unaudited)
Nine-month Period Ended September 30, 2000
---------------------------------------------------------
Common Common Total
Stock Stock Accumulated Stockholders'
Shares Amount Deficit Equity
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
BALANCE, December 31, 1999 6,767,050 $ 5,939,507 $(3,246,487) $ 2,693,020
No par value stock issued for the
acquisition of assets of Ross &
Associates, Inc. 138,000 186,300 -- 186,300
No par value stock issued for the
acquisition of assets of Daniels
Group, Inc. 10,000 13,500 -- 13,500
Net income for the nine-month period
ended September 30, 2000 -- -- 1,072,201 1,072,201
----------- ----------- ----------- -----------
BALANCE, September 30, 2000 6,915,050 $ 6,139,307 $(2,174,286) $ 3,965,021
=========== =========== =========== ===========
<CAPTION>
(Unaudited)
Three-month Period Ended September 30, 2000
---------------------------------------------------------
Common Common Total
Stock Stock Accumulated Stockholders'
Shares Amount Deficit Equity
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
BALANCE, June 30, 2000 6,767,050 $ 5,939,507 $(2,664,788) $ 3,274,719
No par value stock issued for the
acquisition of assets of Ross &
Associates, Inc. 138,000 186,300 -- 186,300
No par value stock issued for the
acquisition of assets of Daniels
Group, Inc. 10,000 13,500 -- 13,500
Net income for the three-month period
ended September 30, 2000 -- -- 490,502 490,502
----------- ----------- ----------- -----------
BALANCE, September 30, 2000 6,915,050 $ 6,139,307 $(2,174,286) $ 3,965,021
=========== =========== =========== ===========
</TABLE>
See the accompanying notes to the condensed consolidated financial statements
which are an integral part of these statements.
Page 5 of 15
<PAGE>
FIRST RESERVE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
<TABLE>
<CAPTION>
(Unaudited) (Unaudited)
Nine-month Nine-month
Period Ended Period Ended
September 30, September 30,
2000 1999
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Cash received from customers $ 23,512,232 $ 18,623,010
Interest received 23,476 39,266
Interest paid (127,100) (126,202)
Cash paid to suppliers and employees (22,006,480) (18,068,236)
Net increase in mortgage loans held for sale (16,330) (683,350)
Settlements paid (177,588) (170,488)
Income taxes paid (7,488) --
------------ ------------
Net cash provided by (used in)
operating activities 1,200,722 (386,000)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Advances to employees (12,700) (8,300)
Net increase (decrease) in deposits 12,823 (40,292)
Purchase of property and equipment (655,355) (1,018,187)
Purchase of interest bearing deposit with bank -- (125,000)
Payment for purchase of acquired companies;
net of cash received -- (185,397)
Proceeds from disposition of property and equipment 4,537 225,000
------------ ------------
Net cash used in investing activities (650,695) (1,152,176)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings on loan payable -- 500,000
Net proceeds from line of credit 16,952 674,289
Payment on loan payable (4,646) (1,500)
Payment of capital lease obligation (4,520) --
------------ ------------
Net cash provided by financing
activities 7,786 1,172,789
------------ ------------
Net increase (decrease) in cash 557,813 (365,387)
CASH, beginning of period 727,130 1,055,160
------------ ------------
CASH, end of period $ 1,284,943 $ 689,773
============ ============
</TABLE>
See the accompanying notes to the condensed consolidated financial statements
which are an integral part of these statements.
Page 6 of 15
<PAGE>
FIRST RESERVE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
<TABLE>
<CAPTION>
(Unaudited) (Unaudited)
Nine-month Nine-month
Period Ended Period Ended
September 30, September 30,
2000 1999
----------- -----------
<S> <C> <C>
RECONCILIATION OF NET INCOME TO NET CASH
PROVIDED BY (USED IN) OPERATING ACTIVITIES:
Net income $ 1,072,201 $ 640,727
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation 203,144 135,774
Amortization 60,269 50,028
Gain on disposition of property and equipment (4,537) (222,365)
Decrease in accounts receivable 8,137 24,941
Increase in mortgage loans held for sale (16,330) (683,350)
Decrease in prepaid expenses and
other assets 19,057 51,302
Decrease in accounts and notes (operating)
payable and accrued expenses (131,291) (383,057)
Decrease in deferred mortgage fee income (5,019) --
Decrease in escrow deposits (4,909) --
----------- -----------
Net cash provided by (used in)
operating activities $ 1,200,722 $ (386,000)
=========== ===========
</TABLE>
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
On September 1, 2000, Esslinger, Wooten & Maxwell, Inc. "EWM" purchased
substantially all the assets of Ross & Associates, Inc. for $186,300 in
stock of the Company. As a result of this acquisition, accounted for as
a purchase, property, plant and equipment of $46,875, accounts
receivable of $41,500 and other assets of $97,925 were recorded.
On September 1, 2000, EWM acquired substantially all the assets of The
Daniels Group, Inc. for $13,500 in stock of the company. As a result of
this acquisition, accounted for as a purchase, property, plant and
equipment totaling $13,500 was recorded.
On March 31, 1999 the Company purchased all the stock of Columbia Title
of Florida, Inc. ("Columbia") for $191,350. As a result of this merger,
accounted for as purchase, assets of $104,267, goodwill of $257,340,
and liabilities of $170,257 were recorded.
On September 30, 1999, the Company issued 200,000 shares of common
stock of the Company to the former shareholders of Gerard International
Realty, Inc. These shares were previously held in escrow as
"contingent" shares as further discussed on Note 7. As a result, common
stock and goodwill increased by $200,000.
See the accompanying notes to the condensed consolidated financial statements
which are an integral part of these statements.
Page 7 of 15
<PAGE>
FIRST RESERVE, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
In the opinion of management, the accompanying unaudited condensed
consolidated interim financial statements reflect all adjustments
(consisting of only normal and recurring adjustments) necessary to
present fairly the financial position of First Reserve, Inc. and
Subsidiaries ("the Company") as of September 30, 2000 and the results
of their operations and cash flows for the periods then ended. The
results of operations for such interim periods are not necessarily
indicative of the results for a full year. The accompanying unaudited
condensed consolidated interim financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial reporting and with instructions to Form 10-QSB and,
accordingly, do not include all disclosures required by generally
accepted accounting principles. The condensed consolidated financial
statements should be read in conjunction with the audited consolidated
financial statements and the notes to the audited consolidated
financial statements included in the Company's Form 10-KSB annual
report for 1999 filed with the Securities and Exchange Commission.
The accounting policies followed for interim financial reporting are
the same as those disclosed in Note 1 of the notes to the consolidated
financial statements included in the Company's Form 10-KSB annual
report for the year ended December 31, 1999.
The Company created a new subsidiary, First Reserve Insurance, Inc.
("FRINS") in 2000. On September 13, 2000 FRINS signed an exclusive
agreement with an insurance broker to market and sell insurance
products to the clients of EWM and the Company. These insurance
products include, but are not limited to, property and casualty,
automobile, life and health insurance policies. The results of
operations for FRINS are included in the consolidated condensed
statement of income for the period from September 13, 2000 to September
30, 2000.
NOTE 2 - ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from
those estimates.
NOTE 3 - BUSINESS COMBINATIONS
On September 1, 2000, EWM acquired substantially all the assets of Ross
& Associates, Inc. ("Ross") in a business combination accounted for as
a purchase. Ross was primarily engaged in the same activity as EWM.
Under the terms of the agreement, the Ross sole shareholder received
138,000 shares of common stock of the Company on the date of the
acquisition. An additional 112,000 "contingent" shares of common stock
of the Company will be issued pending future gross commission income to
be generated by the former shareholder of Ross over the next 12 months.
Due to the contingent nature of these shares, the Company will record
them as additional purchase price upon issuance of the shares.
Page 8 of 15
<PAGE>
FIRST RESERVE, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 3 - BUSINESS COMBINATIONS (CONTINUED)
Based on recent trading of the Company's stock, the fair value of the
Company's stock price on the acquisition date was $1.35 per share. The
total cost of the acquisition, excluding the contingent shares, was
$186,300. The results of operations for Ross are included in the
consolidated condensed statements of income for the period from
September 1, 2000 to September 30, 2000.
On September 1, 2000, EWM acquired substantially all of the assets of
the Daniels Group, Inc. ("Daniels") in a business combination accounted
for as a purchase. Daniels was primarily engaged in the same activity
as EWM. Under the terms of the agreement, the shareholder of Daniels
received 10,000 shares of common stock of the Company on the date of
the acquisition. Additional cash consideration to the former
shareholder of Daniels may be paid to her, pending achieving certain
commission levels during four separate one-year periods, ending on
August 31, 2004. If these commission levels are not achieved during
these four separate one- year periods, no additional cash consideration
will be paid. Due to the contingent nature of this cash consideration,
the Company will record this transaction as additional purchase price
upon the former shareholder of Daniels achieving the required
commission levels. Based on recent trading of the Company's stock, the
fair value of the Company's stock price on the acquisition date was
$1.35 per share. The total cost of the acquisition was approximately
$13,500. The results of operations for Daniels are included in the
consolidated condensed statements of income for the period from
September 1, 2000 to September 30, 2000.
On March 31, 1999, the Company acquired all the stock of Columbia Title
of Florida, Inc. ("Columbia") in a business combination accounted for
as purchase. Columbia is a title company engaged in the business of
closing real estate and mortgage loan transactions, primarily in the
South Florida area. Columbia has two branches, Miami and Key Largo,
Florida. Under the terms of the agreement, the shareholder of Columbia
("seller") received $100 for the stock of Columbia. The agreement also
provided for additional consideration if the assets of the Key Largo
branch were sold within ninety days of the acquisition date. If this
condition was met, the seller would receive eighty-five percent (85%)
of the net proceeds of the sale of the assets of the Key Largo branch.
If the sale did not effectuate within the ninety days, all the assets
of the Key Largo branch would be transferred back to the seller. The
sale of the Key Largo branch was made within the ninety day period. As
a result, additional consideration of $191,250 for the acquisition of
the stock was recorded. The total cost of the acquisition was
approximately $191,350. Goodwill of approximately $257,340 resulting
from this transaction is being amortized on the straight-line method
over 20 years. The results of operations of Columbia are included in
the condensed consolidated statements of income from March 31, 1999 to
September 30, 1999 and January 1, 2000 to September 30, 2000.
Page 9 of 15
<PAGE>
FIRST RESERVE, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 4 - CASH HELD IN TRUST
The Company maintains separately designated Trust accounts for home
buyers' earnest money, property owners, tenants and other third
parties. The Company holds such funds until sold properties are closed
and leases have expired. Funds are disbursed in accordance with the
settlement instructions or rental management agreements. These funds
are not recorded in the Company's financial statements as they are held
in a fiduciary capacity. At September 30, 2000, the Company held
$7,095,884 of funds in trust.
NOTE 5 - MORTGAGE LOANS HELD FOR SALE
Mortgage loans held for sale consist primarily of residential mortgage
loans made in connection with Embassy's mortgage banking operations and
are reported at the lower of cost or market value. The method used to
determine this amount is the commitment price from national lenders
utilizing the individual loan method. Net unrealized losses, if any,
are recognized through a valuation allowance by charges to income. Each
loan is fully backed by a permanent loan "take-out commitment" from a
national lender of residential financing. The mortgage loans are
purchased by the national lender once permanent financing is secured,
usually within five to twelve days of original funding.
NOTE 6 - LEGAL AND OTHER SETTLEMENTS
Included in legal and other settlements amounts are costs incurred by
EWM in settling various disputes arising with customers or tenants in
the ordinary course of business.
NOTE 7 - CONTINGENT SHARES
Under the terms of the September 30, 1998 merger agreement between the
Company and Gerard International Realty, Inc. ("Gerard"), the former
shareholders of Gerard would receive an additional 200,000 "contingent"
shares of common stock of the Company, pending future gross commission
income to be generated by the former shareholders of Gerard over a 24
month "review" period, beginning September 30, 1998. These contingent
shares were held in escrow. At September 30, 1999, the former
shareholders of Gerard had met the gross commission income requirements
stated in the agreement and 200,000 of contingent shares were issued as
common stock and valued at $1 per share. As a result, goodwill and
common stock of $200,000 were recorded.
NOTE 8 - EARNINGS PER SHARE
Basic earnings per share ("EPS") was computed by dividing net income by
the weighted average number of common shares outstanding during the
period. Diluted EPS were determined on the assumption that the
contingent shares where excised at the beginning of the period, or at
time of issuance, if later.
Page 10 of 15
<PAGE>
FIRST RESERVE, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 8 - EARNINGS PER SHARE (CONTINUED)
The following is the calculation of earnings per share:
<TABLE>
<CAPTION>
Nine-month Nine-month
Period Ended Period Ended
September 30, 2000 September 30, 1999
---------- ----------
<S> <C> <C>
Basic earnings per common share:
Numerator
Net income before extraordinary
items applicable to common
stockholders $1,072,201 $ 640,727
Extraordinary items, net -- --
---------- ----------
Income applicable to common
stockholders $1,072,201 $ 640,727
========== ==========
Denominator
Weighted average common shares 6,783,314 6,567,783
---------- ----------
Basic EPS $ .16 $ .10
========== ==========
Diluted earnings per common share:
Numerator
Net income before extraordinary
items applicable to common
stockholders $1,072,201 $ 640,727
Extraordinary items, net -- --
---------- ----------
Income applicable to common
stockholders $1,072,201 $ 640,727
========== ==========
Denominator
Weighted average common shares 6,783,314 6,712,792
Contingent shares -- --
---------- ----------
Weighted average diluted common
shares 6,783,314 6,712,792
---------- ----------
Diluted EPS $ .16 $ .10
========== ==========
</TABLE>
Page 11 of 15
<PAGE>
FIRST RESERVE, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 8 - EARNINGS PER SHARE (CONTINUED)
<TABLE>
<CAPTION>
Three-Month Three-Month
Period Ended Period Ended
September 30, 2000 September 30, 1999
---------- ----------
<S> <C> <C>
Basic earnings per common share:
Numerator
Net income before extraordinary
items applicable to common
stockholders $ 490,502 $ 204,670
Extraordinary items, net -- --
---------- ----------
Income applicable to common
stockholders $ 490,502 $ 204,670
========== ==========
Denominator
Weighted average common shares 6,783,314 6,567,783
---------- ----------
Basic EPS $ .07 $ .03
========== ==========
Diluted earnings per common share:
Numerator
Net income before extraordinary
items applicable to common
stockholders $ 490,502 $ 204,670
Extraordinary items, net -- --
---------- ----------
Income applicable to common
stockholders $ 490,502 $ 204,670
========== ==========
Denominator
Weighted average common shares 6,783,314 6,712,792
Contingent shares -- --
---------- ----------
Weighted average diluted common
shares 6,783,314 6,712,792
---------- ----------
Diluted EPS $ .07 $ .03
========== ==========
</TABLE>
Warrants to purchase 500,000 shares of common stock at $2.54 per share
and 500,000 shares of common stock at $2.92 per share were outstanding
for the nine- month periods ended September 30, 2000 and 1999, but were
not included in the computation of diluted EPS because the warrants'
exercise price was greater than the average market price of the common
shares. The warrants, which expire on August 31, 2003, were still
outstanding at the end of the nine-month periods ending September 30,
2000 and 1999.
Page 12 of 15
<PAGE>
FIRST RESERVE, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 9 - BUSINESS SEGMENT INFORMATION
The Company's operations are principally managed on a product services
basis and are comprised of three reportable segments: Esslinger, Wooten
and Maxwell, Inc. ("EWM"), Embassy Financial Services, Inc. ("Embassy")
and Columbia Title of Florida, Inc. ("Columbia"). EWM's product
services consists of residential and commercial real estate brokerage
and relocation services. Embassy's product services have been in the
capacity of a mortgage lender and mortgage broker in the South Florida
area, specializing in conventional, FHA and VA mortgages. Columbia's
product has been in the capacity of a title company. Revenue, net
income and identifiable assets for these segments are as follows:
<TABLE>
<CAPTION>
Nine-month Period Ended September 30, 2000
------------------------------------------------------------------------
Esslinger, Embassy Columbia
Wooten, Financial Title of First
Maxwell, Inc. Services, Inc. Florida, Inc. Reserve, Inc. Total
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Revenue $21,615,313 $ 1,088,514 $ 760,509 $ -- $23,464,336
Net income (loss) $ 1,212,782 $ 78,251 $ 45,427 $ (264,259) $ 1,072,201
Identifiable assets
at period end $ 4,445,237 $ 1,217,857 $ 211,657 $ 254,165 $ 6,128,916
<CAPTION>
Three-month Period Ended September 30, 2000
------------------------------------------------------------------------
Esslinger, Embassy Columbia
Wooten, Financial Title of First
Maxwell, Inc. Services, Inc. Florida, Inc. Reserve, Inc. Total
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Revenue $ 7,370,516 $ 467,495 $ 302,373 $ -- $ 8,140,384
Net income (loss) $ 478,659 $ 62,856 $ 45,502 $ (96,515) $ 490,502
Identifiable assets
at period end $ 4,445,237 $ 1,217,857 $ 211,657 $ 254,165 $ 6,128,916
<CAPTION>
Nine-month Period Ended September 30, 1999
------------------------------------------------------------------------
Esslinger, Embassy Columbia
Wooten, Financial Title of First
Maxwell, Inc. Services, Inc. Florida, Inc. Reserve, Inc. Total
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Revenue $17,414,145 $ 899,801 $ 283,471 $ 652 $18,598,069
Net income (loss) $ 779,768 $ 27,672 $ 163,493 $ (330,206) $ 640,727
Identifiable assets
at period end $ 3,069,144 $ 998,978 $ 589,392 $ 267,087 $ 4,924,601
</TABLE>
Page 13 of 15
<PAGE>
FIRST RESERVE, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 9 - BUSINESS SEGMENT INFORMATION (CONTINUED)
<TABLE>
<CAPTION>
Three-month Period Ended September 30, 1999
----------------------------------------------------------------------
Esslinger, Embassy Columbia
Wooten, Financial Title of First
Maxwell, Inc. Services, Inc. Florida, Inc. Reserve, Inc. Total
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Revenue $6,279,565 $ 322,655 $ 140,730 $ -- $6,742,950
Net income (loss) $ 358,646 $ 30,392 $ (46,328) $ (138,040) $ 204,670
Identifiable assets
at period end $3,069,144 $ 998,978 $ 589,392 $ 267,087 $4,924,601
</TABLE>
NOTE 10 - REGULATORY MATTERS
HUD Requirements
Embassy is a nonsupervised loan correspondent for purposes of the U.S.
Department of Housing and Urban Development ("HUD"). As such, 24 -CFR
Part 202 of the HUD handbook requires Embassy to have an Adjusted Net
Worth of at least $50,000. Embassy is in compliance with this
requirement.
State of Florida Requirements
Embassy is also a licensed mortgage lender under Chapter 494 of the
State of Florida. As such, Embassy is required to have a minimum net
worth of $250,000. Embassy is in compliance with this requirement.
NOTE 11 - UNAUDITED PROFORMA CONSOLIDATED STATEMENTS OF INCOME
The unaudited pro forma information for the period set forth below
gives effect to the 1999 Columbia acquisition accounted for under the
purchase method of accounting as if it had occurred on January 1, 1999
and Ross as if it had occurred on January 1, 2000 after giving effect
to certain adjustments, including increased goodwill amortization
generated from the acquisitions. The proforma adjustments are based
upon available information and certain assumptions that the Company
believes are reasonable.
Page 14 of 15
<PAGE>
FIRST RESERVE, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 11 - UNAUDITED PROFORMA CONSOLIDATED STATEMENTS OF INCOME (CONTINUED)
The pro forma information is presented for informational purposes only
and is not necessarily indicative of the results of operations that
actually would have been achieved had this transaction been consummated
at the beginning of the period presented:
Nine-month Nine-month
Period Ended Period Ended
September 30 September 30,
2000 1999
----------- -----------
Total revenue $25,980,588 $18,741,126
=========== ===========
Net income $ 1,051,748 $ 461,565
=========== ===========
Earnings per share
Basic $ 0.16 $ 0.07
=========== ===========
Weighted average shares 6,783,314 6,567,783
=========== ===========
Diluted $ 0.16 $ 0.07
=========== ===========
Weighted average shares 6,783,314 6,712,792
=========== ===========
No proforma information is yet available on the acquisition of Daniels.
NOTE 12 - SUBSEQUENT EVENT
In October 2000, the Company entered into an agreement with a
shareholder to purchase 200,000 shares of common stock owned by this
shareholder at $1.35 per share for a total purchase price of $270,000.
Page 15 of 15
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. EXHIBIT DESCRIPTION
----------- -------------------
27 Financial Data Schedule
