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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 10-QSB/A
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File Number 000-20702
ARGENT CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 88-0383765
- ------------------------------- -------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
101 MAIN STREET, THIRD FLOOR, HUNTINGTON BEACH, CALIFORNIA 92648
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(Address of principal executive offices)
(714) 374-1263
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(Issuer's telephone number, including area code)
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the 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 of the registrant's classes of common equity as of the
latest practicable date (August 13, 1998): 2,292,819.
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ARGENT CAPITAL CORPORATION
INDEX
PART I. FINANCIAL INFORMATION
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ITEM 1 - FINANCIAL STATEMENTS:
Consolidated Balance Sheet - December 31, 1997 3
Consolidated Balance Sheet - March 31, 1998 (unaudited) 4
Consolidated Statement of Income -
Three months ended March 31, 1998 (unaudited) 5
Consolidated Statement of Cash Flow -
Three months ended March 31, 1997 (unaudited) 6
Consolidated Statement of Cash Flow -
Three months ended March 31, 1998 (unaudited) 7
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 9
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PART II. OTHER INFORMATION
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Signatures 11
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ARGENT CAPITAL CORPORATION
CONSOLIDATED BALANCE SHEET - DECEMBER 31, 1997
<TABLE>
<CAPTION>
December 31, 1997
----------------------------------------------------
As Previously Adjustments
Reported (Note 1) Revised
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<S> <C> <C> <C>
ASSETS
Current Assets:
Cash $ 407,147 $ -- $ 407,147
Accounts receivable 312,755 (193,508) 119,247
Mortgage loans, held for sale 14,778,158 (742,964) 14,035,194
Notes receivable -- 603,470 603,470
Prepaid expenses 4,869 -- 4,869
Income taxes receivable -- 116,455 116,455
----------- ----------- -----------
Total current assets 15,502,929 (216,547) 15,286,382
Property and Equipment:
Vehicle 47,624 -- 47,624
Furniture, fixtures and equipment 950,163 -- 950,163
----------- ----------- -----------
997,787 -- 997,787
Less: accumulated depreciation 438,974 -- 438,974
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Total property and equipment, net 558,813 -- 558,813
Other Assets 522,514 (500,109) 22,405
----------- ----------- -----------
Total Assets $16,584,256 $ (716,656) $15,867,600
=========== =========== ===========
LIABILITIES & SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable & accrued liabilities $ 384,142 $ 15,783 $ 399,925
Income taxes payable 265,455 (265,455) --
Warehouse financing facility 13,112,917 (52,685) 13,060,232
----------- ----------- -----------
Total current liabilities 13,762,514 (302,357) 13,460,157
Deferred Income Tax Liability -- 62,328 62,328
----------- ----------- -----------
Total liabilities 13,762,514 (240,029) 13,522,485
----------- ----------- -----------
Shareholders' Equity:
Common stock, $.001 par value;
authorized 10,000,000 shares,
issued 2,474,441 shares 271,739 -- 271,739
Retained earnings 1,721,742 (476,627) 1,245,115
Additional paid-in-capital 828,261 -- 828,261
----------- ----------- -----------
Total shareholders' equity 2,821,742 (476,627) 2,345,115
----------- ----------- -----------
Total Liabilities and Shareholders' Equity $16,584,256 $ (716,656) $15,867,600
=========== =========== ===========
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
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ARGENT CAPITAL CORPORATION
CONSOLIDATED BALANCE SHEET - MARCH 31, 1998
<TABLE>
<CAPTION>
March 31, 1998
------------------------------------------------------
As Previously Adjustments
Reported (Note 1) Revised
------------ ------------ ------------
<S> <C> <C> <C>
ASSETS
Current Assets:
Cash $ 1,360,705 $ 1 $ 1,360,706
Accounts receivable 754,925 (654,503) 100,422
Mortgage loans, held for sale 14,268,549 (373,263) 13,895,286
Income taxes receivable -- 173,037 173,037
Notes receivable 119,511 555,460 674,971
Prepaid expenses 381,549 (262,871) 118,678
------------ ------------ ------------
Total current assets 16,885,239 (562,139) 16,323,100
Property and Equipment:
Vehicle 47,624 -- 47,624
Furniture, fixtures and equipment 953,908 -- 953,908
------------ ------------ ------------
1,001,532 -- 1,001,532
Less: accumulated depreciation 492,743 -- 492,743
------------ ------------ ------------
Total property and equipment, net 508,789 -- 508,789
Other Assets 829,333 (743,216) 86,117
------------ ------------ ------------
Total Assets $ 18,223,361 $ (1,305,355) $ 16,918,006
============ ============ ============
LIABILITIES & SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable & accrued liabilities $ 685,293 $ (58,502) $ 626,791
Income taxes payable 389,743 (389,743) --
Warehouse financing facility 13,538,834 (52,685) 13,486,149
------------ ------------ ------------
Total current liabilities 14,613,870 (500,930) 14,112,940
Deferred income tax liability -- 62,328 62,328
Negative goodwill 340,891 (2,744) 338,147
------------ ------------ ------------
Total liabilities 14,954,761 (441,346) 14,513,415
Shareholders' Equity:
Common stock, $.001 par value;
authorized 10,000,000 shares,
issued 2,474,441 shares 2,474 -- 2,474
Retained earnings 1,433,799 (864,009) 569,790
Treasury stock, 13,333 shares (63,281) -- (63,281)
Additional paid-in-capital 1,895,608 -- 1,895,608
------------ ------------ ------------
Total shareholders' equity 3,268,600 (864,009) 2,404,591
------------ ------------ ------------
Total Liabilities and Shareholders' Equity $ 18,223,361 $ (1,305,355) $ 16,918,006
============ ============ ============
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SEE NOTES TO FINANCIAL STATEMENTS.
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ARGENT CAPITAL CORPORATION
CONSOLIDATED STATEMENT OF INCOME
<TABLE>
<CAPTION>
For the three months ended March 31, 1998
----------------------------------------------------
As Previously Adjustments
Reported (Note 1) Revised
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<S> <C> <C> <C>
Net Revenues $ 1,313,171 $ (39,568) $ 1,273,603
Expenses:
General & administrative 1,357,554 43,947 1,401,501
Provision for bad debts 11,603 216,397 228,000
Interest 231,992 1 231,993
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Total expenses 1,601,149 260,345 1,861,494
----------- ----------- -----------
Earnings (loss) before income taxes (287,978) (299,913) (587,891)
Provision for income taxes -- -- --
----------- ----------- -----------
Net income (loss) $ (287,978) $ (299,913) $ (587,891)
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</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
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ARGENT CAPITAL CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
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<CAPTION>
For the three months ended March 31, 1997
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As Previously Adjustments
Reported (Note 1) Revised
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<S> <C> <C> <C>
OPERATING ACTIVITIES
Net income (loss) $ 68,629 $ (1) $ 68,628
Adjustments:
Depreciation and amortization 90,849 70,451 161,300
Effect of changes in working capital (817,278) 817,278 --
(Increase)/decrease in assets:
Mortgage loans purchased for sale -- (26,578,163) (26,578,163)
Proceeds from sale of mortgage loans -- 24,573,507 24,573,507
Accounts receivable -- 1,488,339 1,488,339
Prepaid income taxes -- (210,341) (210,341)
Prepaid expenses -- (15,165) (15,165)
Other assets -- (72,553) (72,553)
Increase/ (decrease) in liabilities:
Accounts payable & accrued liabilities -- (86,492) (86,492)
------------ ------------ ------------
Net cash generated (used in) operating activities (657,800) (13,140) (670,940)
------------ ------------ ------------
INVESTING ACTIVITIES
Purchase of property and equipment -- (13,613) (13,613)
Collection of notes receivable -- 26,752 26,752
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Net cash generated (used in) investing activities -- 13,139 13,139
------------ ------------ ------------
FINANCING ACTIVITIES
Net increase in warehouse financing facility 260,979 -- 260,979
------------ ------------ ------------
Net cash generated (used in) financing activities 260,979 -- 260,979
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Net increase (decrease) in cash (396,821) (1) (396,822)
Cash and cash equivalents at beginning of period 841,697 -- 841,697
------------ ------------ ------------
Cash and cash equivalents at end of period $ 444,876 $ (1) $ 444,875
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SEE NOTES TO FINANCIAL STATEMENTS.
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ARGENT CAPITAL CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
For the three months ended March 31, 1998
------------------------------------------------------
As Previously Adjustments
Reported (Note 1) Revised
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<S> <C> <C> <C>
OPERATING ACTIVITIES
Net loss $ (287,978) $ (299,913) $ (587,891)
Adjustments:
Depreciation and amortization 53,770 (2,745) 51,025
Effect of changes in working capital (105,322) 105,322 --
(Increase)/decrease in assets:
Mortgage loans purchased for sale -- (21,331,953) (21,331,953)
Proceeds from sale of mortgage loans -- 21,134,861 21,134,861
Valuation allowance on mortgage loans -- 228,000 228,000
Accounts receivable -- 34,345 34,345
Prepaid income taxes -- (10,000) (10,000)
Prepaid expenses -- (113,809) (113,809)
Other assets -- 4,393 4,393
Increase/ (decrease) in liabilities:
Accounts payable & accrued liabilities -- 121,370 121,370
------------ ------------ ------------
Net cash generated (used in) operating activities (339,530) (130,129) (469,659)
------------ ------------ ------------
INVESTING ACTIVITIES
Purchase of property and equipment (3,710) (36) (3,746)
Collection of notes receivable 20,249 52,272 72,521
------------ ------------ ------------
Net cash generated (used in) investing activities 16,539 52,236 68,775
------------ ------------ ------------
FINANCING ACTIVITIES
Net increase in warehouse financing facility 425,917 -- 425,917
Issuance/ retirement of common stock (77,894) 77,894 --
Cash from February 1998 merger -- 928,526 928,526
------------ ------------ ------------
Net cash generated (used in) financing activities 348,023 1,006,420 1,354,443
------------ ------------ ------------
Net increase (decrease) in cash 25,032 928,527 953,559
Cash and cash equivalents at beginning of period 1,335,673 (928,526) 407,147
------------ ------------ ------------
Cash and cash equivalents at end of period $ 1,360,705 $ 1 $ 1,360,706
============ ============ ============
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SEE NOTES TO FINANCIAL STATEMENTS.
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NOTE 1. EXPLANATION OF ADJUSTMENTS TO AMENDED FINANCIAL STATEMENTS.
Argent Capital Corporation (the "Company") is restating it's March 31, 1998 Form
10-QSB due to a correction in the employment of certain accounting standards,
most significantly the Statement of Financial Accounting Standards No. 125,
which require that recognition of gains from the sale of mortgage loans be
delayed until settlement date.
In late 1997, management of the Clearview Capital Corporation ("Clearview")
incorrectly interpreted the accounting changes required when the primary
investor for the purchase of its Mortgage Loans Held for Sale discontinued
purchasing loans from Clearview. When that occurred, Mortgage Loans Held for
Sale were no longer subject to a firm purchase commitment; instead, the loans
were warehoused by Clearview for varying periods of time. Despite these changed
circumstances, Clearview failed to delay the recognition on gain of sale until
such time as there was an actual settlement of sale.
After the Merger (described more fully in Item 2 below), new management reviewed
all significant accounting policies of the Company and has determined that the
level of materiality of the changes requires a restatement of the March 31, 1998
Form 10-QSB. The March 31, 1998 Form 10-QSB was the first report to consolidate
the financial results of Clearview.
Simultaneously with this restatement, the Company is making certain
reclassifications of previously reported financial information, to assure
consistency from period to period.
The adjustments affect both the December 31, 1997 and March 31, 1998 reported
balance sheets, the March 31, 1998 statement of income and the March 31, 1998
and 1997 statements of cash flow.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
OVERVIEW.
Management's discussion and analysis of financial condition, results of
operations, liquidity and capital resources contained within this report on Form
10-QSB-A is more clearly understood when read in conjunction with the Notes to
the Consolidated Financial Statements.
The accompanying financial statements include the accounts of Argent
Capital Corporation, a corporation organized in the state of Nevada, and its
majority-owned subsidiaries (collectively, the "Company".) The subsidiaries
include Clearview Capital Corporation ("Clearview") and Sunport Medical
Corporation (USA). All significant intercompany accounts and transactions have
been eliminated in consolidation.
Prior to February 27, 1998, the Company operated as Sunport Medical
Corporation, a company organized in British Columbia. On February 27, 1998,
Argent Capital Corporation merged with Sunport Medical Corporation. On that same
date, immediately following the merger, the Company acquired all of the
outstanding common shares of Clearview from Clearview Holding Corporation by
issuance of a sufficient number of shares of Argent's common stock to give
Clearview Holding Corporation a 71% interest in the common stock of the Company
following the acquisition. This transaction (the "Merger") is described in
detail in the Company's Form 8-K filed March 1998.
Following the Merger, the Argent Capital Corporation is the surviving legal
entity. However, in the accompanying financial statements, all historical
information prior to the Merger represents only the Clearview accounts, as
Clearview is the surviving company for accounting purposes.
LIQUIDITY AND FINANCIAL RESOURCES
The Company's cash and equity positions were both improved by the Merger.
The effects of the Merger are described in more detail under Financial Position,
below. The Company believes that sufficient cash from operations and borrowings
will be generated to fund the current level of operations. However, the Company
is investigating various alternatives to raise additional resources to
facilitate future growth.
FINANCIAL POSITION
As a direct result of the Merger, during the first quarter of 1998 the
Company's cash position was increased by approximately $928,000. This was the
primary reason for the increases of cash at March 31, 1998 of $916,000 and
$954,000 from March 31, 1997 and December 31, 1997, respectively. Other
significant increases as of March 31, 1998 due to the consolidation of Argent/
Sunport accounts include an increase of $109,000 in Prepaid Assets, a $137,000
increase in Accounts Payables and Other Accrued Liabilities
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and $320,000 of negative goodwill (deferred credit). Overall, the inclusion of
the Argent/ Sunport accounts in the March 31, 1998 statements resulted in an
increase of $663,000 to the net worth of the Company.
The Company's Mortgage Loans Held for Sale and the outstanding balance on
the Warehouse Financing Facility have increased by $11.9 million (593%) and
$12.0 million (793%), respectively, from March 31, 1997 to March 31, 1998. This
significant increase is the direct result of the change in the Company's primary
method of loan resale during the latter part of 1997. Prior to that time, the
majority of the Company's loans were purchased in the secondary market by a
single investor, who accepted the majority of the Company's loans almost
immediately upon funding. In late 1997, the Company discontinued doing business
with this single investor and began to develop its secondary marketing efforts
with a wider range of investors. As a result, the secondary marketing effort is
taking a longer period of time, resulting in both the loans and the warehousing
facility remaining outstanding for a longer period of time. The Company's
immediate focus is to finalize the sale of the existing loans so as to free up
its financial resources.
As loans are purchased and/or funded in the future, the Company is significantly
strengthening its underwriting criteria in order to meet the resale requirements
of the greatest number of potential investors. This will mitigate the future
risk that the Company would need to keep the mortgage loans on the warehousing
facility for more than a 45-60 day period.
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997
The interest income component of Net Revenues for the quarter ended March 31,
1998 increased $118,000 (33%) when compared to the same period of 1997.
Similarly, interest expense for the quarter ended March 31, 1998 increased
$197,000 (570%) when compared to the same period of 1997. The reason for both of
these increases is the longer period of time which loans were held for sale
during 1998.
General and administrative expenses for the quarter ended March 31, 1998
increased $162,000 (13%) when compared to the same period of 1997. A primary
reason for this increase is the inclusion of $72,000 of Argent/ Sunport expenses
in the 1998 results. The second significant reason for the increase is $62,000
of management fees incurred during 1998 due to management consulting fees
incurred during a changeover of management which occurred during late 1997 and
early 1998.
The Provision for Bad Debts for the quarter ended March 31, 1998 was $181,000
compared to no provision for the same period of 1997. The Company began
establishing reserves on certain of the Loans Held for Resale during the fourth
quarter of 1997 because weak underwriting standards on certain loans had
resulted in loans which were not acceptable to the majority of the investors
which represent the secondary market. In response to this problem, the Company
is significantly strengthening its underwriting criteria in order to meet the
resale requirements of the greatest number of potential investors.
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There was no Provision for Income Taxes in the quarter ended March 31, 1998, as
the Company did not record profits.
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.
August 13, 1998 ARGENT CAPITAL CORPORATION
(Registrant)
By:
----------------------------------------
Christopher Millar, President
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