SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended Commission File
September 30, 1997 No. 0-18945
WESTMARK GROUP HOLDINGS, INC.
Delaware 84-1055077
(State of Incorporation) (I.R.S. Employment Identification No.)
355 N.E. Fifth Avenue
Delray Beach, Florida 33483
(561) 243-8010
(Address of Principal Executive Offices. Including
Zip Code 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 ___
The number of shares outstanding of the
issuer's Common Stock as of
September 30, 1997 was 2,242,042.
X Traditional Small Business Disclosure Format.
<PAGE>
WESTMARK GROUP HOLDINGS, INC.
FORM 10-QSB REPORT INDEX
10-QSB Part and Item No.
Part I-Financial Information
Item 1. Financial Statements (Unaudited)
Consolidated balance sheet as of
September 30, 1997 and December 31, 1996..................3
Consolidated statement of operations for the nine
months ended September 30, 1997...........................4
Consolidated statement of cash flows for the nine
months ended September 30, 1997...........................5
Notes to consolidated financial statements................6-7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations......................8-10
Part II-Other Information
Item 1. Legal Proceedings.......................................11-12
Item 2. Changes in Securities......................................13
Item 3. Defaults Upon Senior Securities............................13
Item 4. Submission of Matters to a Vote of Security Holders........13
Item 5. Other Information..........................................13
Item 6. Exhibits and Reports on Form 8-K...........................13
Signatures................................................................14
ITEM 1. FINANCIAL STATEMENTS
2
<PAGE>
Westmark Group Holdings, Inc. and subsidiaries
Consolidated Balance Sheet
September 30, 1997 with comparative figures for December 31, 1996
UNAUDITED
<TABLE>
<CAPTION>
ASSETS 1997 1996
----------------------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 80,137 $ 17,393
Mortgage loans held for sale 7,844,538 4,995,193
----------------------------
Total current assets 7,924,675 5,012,586
----------------------------
Property and equipment:
Office buildings 498,026 167,560
Furniture, fixtures and equipment 533,883 398,058
----------------------------
1,031,909 565,618
Accumulated depreciation 348,353 292,991
----------------------------
Net property and equipment 683,556 272,627
----------------------------
Other assets:
Investment in preferred stock 2,000,000 2,000,000
Investment in real estate 1,090,000 1,000,000
Cost in excess of assets purchased, net 647,618 773,792
Investment in net assets of discontinued operations 962,497 930,557
Dividends receivable 245,000 140,000
Deposits and other assets 30,073 55,524
----------------------------
Net other assets 4,975,188 4,899,873
----------------------------
TOTAL ASSETS $ 13,583,419 $ 10,185,086
============================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 1,269,278 $ 2,001,830
Accrued expenses 170,218 628,445
Warehouse line payable 7,685,412 4,748,021
Notes payable 2,974,815 2,405,263
Dividends payable 76,811 126,000
----------------------------
Total current liabilities 12,176,534 9,909,559
----------------------------
Callable preferred stock -- 75,000
Stockholders' equity:
Preferred stock, $0.001 par value, 10,000,000 shares authorized,
430,005 (780,000 at 1996) shares issued and outstanding 2,350,010 3,250,000
Common stock, $0.005 par value, 15,000,000 shares authorized,
2,242,042 (966,600 at 1996) shares issued and outstanding 11,210 4,833
Capital in excess of par value 26,696,022 24,801,364
Accumulated deficit (26,985,068) (26,655,416)
----------------------------
2,072,174 1,400,781
----------------------------
Stock issued for services but unearned (665,288) (1,200,254)
----------------------------
Total stockholders' equity 1,406,886 200,527
----------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 13,583,419 $ 10,185,086
============================
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE>
Westmark Group Holdings, Inc. and subsidiaries
Consolidated Statement of Operations
For the three months and nine months ended September 30, 1997
with comparative figures for 1996
UNAUDITED
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
--------------------------- ---------------------------
1997 1996 1997 1996
---------- ---------- ---------- -----------
<S> <C> <C> <C> <C>
REVENUES:
Loan origination and gain on sale $2,122,709 $ 717,142 $4,663,461 $ 2,036,589
Interest income 207,057 -- 658,029 --
Other income -- 9,603 13,432 6,529
---------- ---------- ---------- -----------
Total Revenue 2,329,766 726,745 5,334,922 2,043,118
---------- ---------- ---------- -----------
COST AND EXPENSES:
Loan origination costs 363,028 47,200 436,577 185,309
General and administrative 1,308,525 1,224,661 3,457,960 3,086,654
Professional fees 195,243 -- 462,135 --
Interest 243,194 -- 708,605 --
Marketing and advertising -- 1,805 25,913 33,858
Depreciation and amortization 49,729 95,623 129,549 192,705
---------- ---------- ---------- -----------
Total Cost and Expenses 2,159,719 1,369,289 5,220,739 3,498,526
---------- ---------- ---------- -----------
OTHER INCOME (EXPENSES):
Gain on debt extinguishment -- -- 68,976 --
Dividend income 35,000 35,000 105,000 105,000
---------- ---------- ---------- -----------
Total Other Income (Expenses) 35,000 35,000 173,976 105,000
---------- ---------- ---------- -----------
NET INCOME (LOSS) FROM CONTINUING OPERATIONS 205,047 (607,544) 288,159 (1,350,408)
---------- ---------- ---------- -----------
DISCONTINUED OPERATIONS:
Income (loss) on disposed of operations of
Green World Technologies, Inc. (176,054) (70,620) (446,960) (291,454)
Estimated (loss) and gain on disposal of Green World
Technologies, Inc., including provision for operating
losses of $16,330 during phase-out period (16,330) 97,371 (16,330) 97,371
---------- ---------- ---------- -----------
NET INCOME (LOSS) FROM DISCONTINUED
OPERATIONS (192,384) 26,751 (463,290) (194,083)
---------- ---------- ---------- -----------
NET INCOME (LOSS) $ 12,664 $ (580,793) $ (175,131) $(1,544,491)
========== ========== ========== ===========
EARNINGS PER SHARE:
Income (loss) from continuing operations 0.10 (0.83) 0.19 (1.84)
Income (loss) from discontinued operations (0.09) 0.04 (0.30) (0.27)
---------- ---------- ---------- -----------
NET INCOME (LOSS) $ 0.01 $ (0.79) $ (0.11) $ (2.11)
========== ========== ========== ===========
WEIGHTED AVERAGE SHARES OUTSTANDING 2,073,329 732,000 1,553,740 732,000
</TABLE>
See accompanying notes to consolidated financial statements
4
<PAGE>
Westmark Group Holdings, Inc. and subsidiaries
Consolidated Statement of Cash Flows
For the nine months ended September 30,1997 with comparative figures for 1996
UNAUDITED
<TABLE>
<CAPTION>
1997 1996
----------- -----------
<S> <C> <C>
OPERATING ACTIVITIES
Consolidated net loss $ (175,131) $(1,544,491)
Adjustments to reconcile consolidated net (loss)
to net cash used by operating activities:
Depreciation 55,362 73,598
Stock issued for services 534,966 792,347
Amortization of excess purchase cost 126,174 119,107
----------- -----------
Cash provided for (used) in operations before working capital changes 541,371 (559,439)
----------- -----------
Working capital changes:
(Increase)/Decrease in mortgage loans held for sale (2,849,345) 11,692,742
(Increase)/Decrease in repurchased loan (90,000) --
(Increase)Decrease in other assets (81,480) (94,666)
Increase/(Decrease) in accounts payable (732,552) (1,112,250)
Increase/(Decrease) in accrued expenses (507,416) --
Increase/(Decrease) in notes payable 569,552 (553,817)
Increase/(Decrease) in accounts receivable -- (123,507)
Increase/(Decrease) in inventory -- (28,770)
----------- -----------
Cash provided for (used) from working capital (3,691,241) 9,779,732
----------- -----------
Cash provided for (used) in operating activities (3,148,870) 9,220,293
----------- -----------
INVESTING ACTIVITES
Purchase of fixed assets and improvements (466,291) (30,808)
----------- -----------
FINANCING ACTIVITIES
Net Increase/(Decrease) in warehouse line of credit 2,937,391 10,997,132
Increase in common stock and capital in excess of par value 1,901,035 2,388,593
Payment of notes receivable -- 374,222
Repurchase of stock (900,000) (700,000)
Sale of stock -- 10,000
Dividends (259,521) --
----------- -----------
Cash provided for (used) in financing activities 3,678,905 (8,924,317)
----------- -----------
Net increase/(decrease) in cash $ 62,744 $ 265,168
=========== ===========
</TABLE>
See accompanying notes to consolidated financial statements
5
<PAGE>
Westmark Group Holdings, Inc. and subsidiaries
Condensed Consolidated Notes to Financial Statements
NOTE 1: BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-QSB and
Item 310b of Regulation S-B. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the nine month period
ended September 30, 1997 are not necessarily indicative of the results that may
be expected for the year ended December 31, 1997. For further information, refer
to the consolidated financial statements and footnotes thereto included in the
Company's audited annual report on Form 10-KSB for the year ended December 31,
1996. Loan origination and gain on sale has been restated for June 30, 1996 to
reflect the removal of interest income from this category to more definitively
allow the reader to compare all sources of revenue. Correspondingly, the
interest expense and professional fees have been restated for June 30, 1996 for
the same purpose.
NOTE 2: 1997 FINANCING ACTIVITY
On October 30, 1997, Westmark Group Holdings, Inc. ("WGHI" or "Company)
adopted a plan to dispose of Green World Technologies, Inc. ("GWT"). The
anticipated disposal date is approximately November 20, 1997. The assets of GWT
consist primarily of accounts receivable, inventory and fixed assets. The
anticipated liabilities assumed consist primarily of accounts payable and
accrued payroll tax. The estimated loss on the disposal of the discontinued
operations of $16,330 represents a provision for expected operating losses
during the phase-out period from July 1, 1997 through November 17, 1997 (GWT
fiscal year end is September 30).
During the first 6 months, the Company received $262,586 from outside
investors, officers, directors and officers or directors of subsidiaries. All
monies received were used for funding operating activities in the first and
second quarter of 1997. No outside financing was received during the quarter
ending September 30, 1997.
The Company was successful in its bid to obtain additional lines of
credit for funding loan activities by securing lines of credit, on favorable
terms from Household Financial Services, Inc. for $7 million and The Money Store
for $7 million (of which $2 million was increased in the fourth quarter). The
current line with Princap Mortgage Warehouse, Inc. is $10 million. In addition,
a credit line from MCA Financial Corporation was approved for $2 million in the
third quarter. The funding warehouse lines total $26 million and this increase
and improvement of terms positions the Company to meet its budgetary targets for
loan growth.
As of June 30, 1997, outstanding debts were reduced by the issuance of
280,825 Common Shares (post-reverse) totaling $833,812.
6
<PAGE>
Westmark Group Holdings, Inc. and subsidiaries
Condensed Consolidated Notes to Financial Statements
NOTE 3: REVERSE STOCK SPLIT
On August 28, 1997, the stockholders of the Company approved a reverse
stock split in the range of 1 for 3 to 1 for 5 to be determined by the Board of
Directors. The Board of Directors approved a 1 for 5 reverse stock split on
August 29, 1997 with an effective date of September 3, 1997. The stockholders
also approved a change in the authorized common stock from 50,000,000 shares to
15,000,000 shares.
7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the
attached condensed consolidated financial statements and notes thereto.
FINANCIAL RESULTS OF OPERATIONS
On a consolidated basis, total revenues increased to $2,329,766 in the
quarter ended September 30, 1997 from $726,745 in the quarter ended September
30, 1996, an increase of 221%. The increase is a result of substantial growth in
non-conforming (sub-prime) loan volume and loan sales. This increase is a result
of the completion of the shift from originating conforming "A" loans to the more
profitable non-conforming (sub-prime) mortgages and a substantial increase in
volume of loan sales.
For the year-to-date, revenues increased to $5,334,922, an increase of
161% as compared to $2,043,118 for the corresponding nine months of 1996. This
continues to reflect the implementation of Westmark's strategic plan to
concentrate its efforts on its non-conforming (subprime) mortgage lending
business, while continuing to wind-down of its traditional conventional mortgage
operations.
Expenses for the quarter ended September 30, 1997 increased to
$2,159,719 from $1,369,289 for the period ended September 30, 1996 a 58%
increase. The primary reason for the increases was expected expenses associated
with the planned growth of the non-conforming (subprime) business. For instance,
new staff has been added to support the growing loan volume as well as new
account executives to further increase loan production and an increase in
expenditures on advanced technology. Since the second quarter of 1996, loan
origination costs consist of appraisal fees, documentation fees, credit reports,
mortgage insurance and recording fees. General and Administrative expenses
increased 7% to $1,308,525 from $1,224,661 for the quarter ended September 30,
1996.
For the year-to-date, total expenses continued to reflect the growth in
Westmark's non-conforming (subprime) business, accordingly rising 49% to
$5,220,739 compared to $3,498,526 for the first nine months of 1996.
Net income for the current quarter was $12,664 or $0.01 per share as
compared to a net loss of $580,793 or $0.79 per share for the quarter ended
September 30, 1996. The income or (loss) breakdown is as follows: Westmark
Mortgage Corporation/Westmark Group Holdings, Inc.: $0.10 per share and Green
World Technologies, Inc. ($0.09) per share.
The first nine months of this year resulted in a year-to-date loss of
$175,131, or $0.11 per share. This is a marked improvement from the
corresponding first nine months of 1996, when the Company reported a net loss of
$1,544,491, or $2.11 per share.
8
<PAGE>
BUSINESS OPERATIONS
During the third quarter of 1997, the Company continued to focus its
business on funding non-conforming (subprime) paper, with approximately 98% of
all closed loan volume being non-conforming (subprime) loan fundings. Total
non-conforming (subprime) loan fundings increased from $11.90 million in the
three months ending September 30, 1996 to 33.57 million for the three months
ended September 30, 1997, an increase of 182%.
For the year-to-date, total loan fundings equaled $82.9 million.
Notable, this means that in only the first nine months of this year, the Company
more than doubled total loan fundings generated in all 12 months of 1996. For
the corresponding period, the year-to-date total represented a 228% increase
compared to $25.3 million in loan volume for the first nine months of 1996.
Through the first week of November, 1997, the Company has actually
surpassed the $100 million threshold for total year-to-date loan fundings,
gaining recognition as a rapidly growing provider of non-conforming (subprime)
loans and an emerging player in this sector.
The Company continued to expand its non-conforming (subprime) lending
program through bulk sales during the last year, and as a result, experienced
record revenue in the first nine months of 1997 from this expansion. The Company
is focusing its marketing efforts in the non-conforming (subprime) loan market
due to the enhanced returns. The increase in the non-conforming (subprime) loans
has come primarily from an increased market share in Florida and Illinois.
Management intends to continue its marketing strategy in additional states
throughout the Southeast, Midwest and West Coast, where licensing and/or sales
activities began or expanded this period.
The Company continues to sell loan origination's on a
"servicing-released" basis to investors in the normal course of business. The
Company's bulk sales program for non-conforming (subprime) paper in which loans
are pooled and sold in packages generally ranging from $1-8 million remains an
integral key to future growth. Recently, the Company completed a $7.5 million
loan sale to a single investor, the largest single bulk loan sale in the history
of the Company. During the third quarter, total loan sales to third party
investors in the secondary market equaled $31.1 million, an increase of 180%
from $11.1 million in the third quarter ended September 30, 1996. For the
year-to-date, total loan sales were $79.8 million - more than double total loan
sales for the full year 1996 - and a 183% increase over $28.2 million for the
first nine months of 1996.
Bulk sales
During the third quarter, bulk sales deliveries were completed
successfully with institutional investors, such as Household Financial Services,
Inc., The Money Store, and Greentree Mortgage Company. New secondary market
investors added in the third quarter included GE Capital Mortgage Services, a
division of General Electric Corp., and MCA Financial Corp. The Company
anticipates further growth of interested institutional buyers.
9
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
The Company uses its cash flow from whole loan sales, loan origination
fees, net interest income and borrowings under its warehouse line of credit to
meet its working capital needs. The Company's cash requirements include the
funding of loan originations, purchases, payment of interest expenses,
operations expenses, taxes and capital expenditures, along with settlement
agreements negotiated though September 30, 1997.
On September 30, 1997, total stockholders equity was $1,406,886.
Adequate credit facilities and other sources of funding, including the ability
of the Company to sell loans, are essential to the continuation of the Company's
ability to originate and purchase loans. The Company borrows funds on a short
term basis to support the accumulation of loans prior to sale. These short-term
borrowings are made under a warehouse line of credit with various lenders
including Household Financial Services, Inc., The Money Store, Princap Mortgage
Warehouse, Inc. and most recently, MCA Financial Corp. ("Warehouse Facility").
Pursuant to the Warehouse Facility, the Company has available a total secured
revolving credit line of $26 million, an increase of $6 million since the second
quarter of this year, to finance the Company's origination or purchase of loans,
pending sale to investors. The line of credit pursuant to the Warehouse
Facility, has collateral of the assignment and pledge of eligible mortgage
loans. These various lines bear interest at annual rates ranging from 1 1/2 to
2% above prime, payable at the time of purchase by the permanent investor. The
Warehouse Facility provides for a transaction charge from $140 per loan to as
low as $50 per loan and requires the Company to possess a minimum net worth of
$250,000 and a compensating cash balance on deposit in the amount of $5,000. On
September 30, 1997, the balance outstanding, pursuant to this Warehouse
Facility, totaled $7,735,493. The company does not currently have any other
external lines of credit for financing.
Historically, the Company has obtained financing through the issuance
of its common stock and borrowings on a negotiated basis. However, as the
Company has become cash-flow positive this year, for the first time in its
history, the necessity to utilize this type of financing has been reduced,
allowing the Company to decrease both the size and the frequency of its share
issuances. As such, during the third quarter of 1997, the Company issued no
shares of new stock. The only stock issued was as a result of conversions of
preferred stock into common stock.
The Company's internally generated cash flows from operations have
historically been insufficient for its cash needs. As noted, earlier this year,
the Company reached a level of cash flow to support its monthly expenses and to
negotiate and pay restructured past debts and continued to operate on a
cash-flow positive basis in the third quarter of this year. It is expected that
internal sources of liquidity will improve as net cash is provided by operating
activities. Nevertheless, in order to address historical debts, the Company
continues to seek additional financing to retire the remaining debt. The Company
has not currently established any other lines of credit or other similar
financial arrangements with any lenders. If it appears at any time in the future
that the Company is again approaching a condition of cash deficiency, the
Company will be required to seek additional debt or equity financing or bring
cash flows in balance. If such action is required, there is no assurance that
the Company will be successful in any such effort.
SUBSEQUENT EVENTS
On October 30, 1997, the Company adopted a plan to dispose of its
subsidiary GWT.
10
<PAGE>
PART II-OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In the matter of Saxon Mortgage v. Westmark, Saxon Mortgage obtained a judgment
in 1994 in the amount of $469,348 in connection with various repurchase
obligations. The Company is currently paying $10,000 per month with the balance
due July 15, 1998. The current balance is approximately $405,000 as of September
30, 1997.
The Company is plaintiff in Network Financial Services, Inc. v. McCurdy, Raiche,
Ryals, Nash & Moss Land Company, filed March 1993 in Monterey County, California
Superior Court. The plaintiff alleges fraud, negligent misrepresentation, breach
of fiduciary duty, negligence, quiet title, RICO violations and conversion.
Defendant McCurdy initiated a cross-complaint naming, among others, the Company
as a cross defendant. The cross-complaint seeks damages for breach of a stock
option agreement, breach of contract, and declaratory relief. The Company has
finalized a settlement with defendants Raiche and Ryals. The balance of the
pending litigation involving defendant and cross-complainant McCurdy and others
is unaffected by the Raiche/Ryals settlement. Management intends to vigorously
defend this cross-complaint.
The Company is defendant in Knight v. Lomas Mortgage U.S.A. and Westmark
Mortgage Corporation. The complaint is based upon a contention by the Plaintiff
that Lomas Mortgage U.S.A. as the servicing agent wrongfully impaired the credit
rating of Plaintiff and breached the written agreement between the parties. A
preliminary determination indicates that the basis for the dispute is between
Lomas U.S.A. and the Plaintiff, but the Company has been named as a third party
defendant in view of the original contractual relationship between the Plaintiff
and Westmark. Settlement negotiations are pending and a trial date has been
scheduled for February 1998. The Company considers the risk of loss in this
matter to be remote, and consequently, no amount has been accrued.
The Company is a defendant in Ortega v. Michael Santa Maria et al filed in
Orange County Superior Court of the State of California. The complaint is based
upon a contention by the Borrower Ortega that Santa Maria, individually and as a
owner/manager/broker of Bann Cor Mortgage made false presentations of material
fact to plaintiffs. The Company acquired this loan from Bann Cor and
subsequently sold the loan to Imperial Credit Industries. A preliminary
determination indicates that the basis for the dispute is between Santa Maria
and Bann Cor. However, the Company has been named as a party defendant. Westmark
generally and specifically denies each and every allegation contained in the
complaint. The Company considers the risk of loss in this matter to be minimal
and fully intends to defend this action.
The Company has filed a Demurrer to plaintiff's Complaint, which
Demurrer was sustained on or about October 11, 1996. The Company remains a party
defendant in the related cross complaint for indemnity filed by Imperial Credit
Industries.
One of the Company's wholly owned subsidiaries, Green World Technologies, Inc.
has been named, together with other defendants, in an action Shape Up America v.
Phillippe et al., filed in Alameda County, California Superior Court on August
19, 1996. The Complaint alleges breach of contract, conspiracy, fraud, and
quantum meruit. The basic premise to plaintiff's Complaint is that plaintiff
claims to be entitled to various forms of compensation based upon the sale of
certain licensing, patent and marketing rights to the Talon Refrigerant
Management System. The venue for this action has been transferred to Sacramento
County. Based upon a preliminary review of relevant documentation, the Company
does not anticipate any liability.
11
<PAGE>
The Company has received a demand for Arbitration from Amber Capital
Corporation, Universal Solutions, Pyramid Holdings, Inc. and Affiliated
Services, Inc. which claims the Company breached contracts between the parties
with respect to funds allegedly invested in the Company between August of 1993
and May of 1995 and failed to issue and/or register securities pursuant to those
contracts and seeks compensating damages in an undetermined amount and recision
of the stock purchase agreements between the Company and the various parties.
The matter has been submitted to mediation for a hearing on December 11, 1997.
The Company is unable to determine its potential liability, if any, until such
time as the Company can undertake discovery.
The Company is a defendant in Corestates Bank, N.A. vs. Westmark Mortgage
Corporation, filed in the Circuit Court in Broward County, Florida on June 20,
1997. The Plaintiff alleges breach of contract with respect to brokering a sale
of Company's loan servicing rights in 1994 resulting in a claim in the sum of
$72,974, exclusive of interest and costs. The Company has entered into a
settlement agreement including a protracted payment plan.
Conway vs. Westmark Group Holdings, Inc. The Court previously dismissed this
action on the motion of Westmark Group Holdings, Inc. and a Notice of Appeal has
been filed by two of the original plaintiffs. The Company does not anticipate
any liability with regard to this matter.
Howard, Rice vs. Westmark Mortgage Corporation, et al. The plaintiff filed a
Confession of Judgment on January 17, 1997 in the sum of $164,391. The Company
is currently negotiating a settlement involving a protracted payment plan and
recently paid $10,000 towards the claim reducing the balance to approximately
$154,391.
Fairbanks vs. Westmark Mortgage Corporation, et al. Orange County, California
Superior Court Case #780765. Plaintiff is seeking specific performance, quiet
title, declaratory relief and injunctive relief with respect to the foreclosure
of a mortgage wherein Westmark Mortgage Corporation was the original
beneficiary. The Company does not anticipate any liability or monetary exposure.
Trails at Royal Palm Beach vs. Westmark Mortgage Corporation, et al. Palm Beach
County Circuit Court Case #CL97008787. Plaintiff is seeking to foreclose a Claim
of Lien based upon non-payment of association dues by the mortgagor. Westmark
Mortgage Corporation is named as a party defendant as the original beneficiary
but the loan was subsequently sold during the ordinary course of business. The
Company does not anticipate any liability and the plaintiff's counsel has agreed
that no monetary judgment will be imposed against Westmark Mortgage Corporation.
Resource Bancshares Mortgage Group vs. Westmark Mortgage Corporation. Richland
County, South Carolina, Case #97CP403718. Plaintiff contends that, pursuant to
an agreement to purchase whole mortgage loans, Westmark Mortgage Corporation is
obligated to repurchase one of the loans previously sold to plaintiff by
Westmark Mortgage Corporation. Plaintiff alleges that various misrepresentations
and false information were provided by the mortgage holder, Maria Duran. The
Company is seeking a resolution of the dispute with a formal demand to the
mortgage broker, Mortgage Finance of America, requiring indemnification by said
broker. The Company intends to initiate a cross-complaint against all
appropriate parties if settlement negotiations are unsuccessful. The liability,
if any, cannot be determined until formal discovery proceedings have been
undertaken.
GTB Company vs. Westmark Group Holdings, Inc. Palm Beach County Circuit Court
Case #CL977680. Plaintiff GTB Company initiated the aforementioned action on or
about August 27, 1997 seeking, among other things, a declaratory judgment with
respect to the rights, duties and obligations between GTB and the Company. GTB
has extended the Company's time to respond to the Complaint due to pending
settlement negotiations between the parties.
From time to time the Company is a defendant (actual or threatened) in certain
lawsuits encountered in the ordinary course of its business, the resolution of
which, in the opinion of management, should not have a material adverse affect
on the Company's financial position.
12
<PAGE>
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
1. To elect five directors to serve until the next annual
meeting of shareholders of the Company and until their
successors have been duly elected and qualified;
2. To amend the Company's Certificate of Incorporation to (i)
effect a reverse split of the Company's issued and outstanding
Common Stock on a basis of a minimum of 1 for 3 shares up to a
maximum of 1 for 5 shares, as determined by the Board of
Directors, and (ii) decrease the Company's 50,000,000
authorized shares of Common Stock to 15,000,000 authorized
shares of Common Stock and adjusting the par value from $.001
par value per share to between a minimum of $.003 and a
maximum of $.005 par value per share.
3. To amend the Company's Stock Option Plan for Employees to
increase the number of shares reserved for the issuance
thereunder to 3,000,000 shares (no more than 1,000,000 shares
and no less than 600,000 shares on a post split basis).
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
On August 27, 1997, Norman Birmingham resigned as an officer and
director.
On August 28, 1997 at the annual stockholders meeting, the stockholders
reelected Mark Schaftlein to serve as a director. The stockholders also elected
Payton Story, III and Louis Resweber to serve as directors. Further, the
stockholders voted for a reverse stock split as well as increasing shares
reserved for the Company's Stock Option Plan for Employees.
On August 29, 1997, Irving H. Bowen was appointed Executive Vice
President, Treasurer & Chief Financial Officer. This appointment was ratified by
the Board of Directors. Mr. Bowen was subsequently appointed a director. Mr.
Bowen served in the Audit Department of Peat, Marwick, Mitchell & Co., whereby
he became a partner in 1977 and his tenure with the firm lasted for more than
twenty years.
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<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 hereunto duly authorized.
WESTMARK GROUP HOLDINGS, INC.
By: /s/ Irving H. Bowen
--------------------------------------------
Irving H. Bowen, Executive Vice President,
Treasurer & Chief Financial Officer, Director
(Principal Accounting Officer & Duly Authorized
Director & Officer of the Registrant)
By: /s/ Mark D. Schaftlein
--------------------------------------------
Mark D. Schaftlein, President &
Chief Executive Officer, Director
(Duly Authorized Director &
Officer of the Registrant)
Dated: November 14, 1997
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