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Previous: MITCHAM INDUSTRIES INC, 10-Q, EX-27, 2000-12-15 |
Next: VARIABLE INSURANCE PRODUCTS III, 485BPOS, 2000-12-15 |
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
| [X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OF 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For The Quarterly Period Ended October 31, 2000
| [ ] | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For The Transition Period From _______________ To _______________
0-24590
(Commission File Number)
E-NET FINANCIAL.COM CORPORATION
(Exact name of small business issuer as specified in its charter)
| Nevada (State or other jurisdiction of incorporation or organization) |
84-1273503 (IRS Employer Identification Number) |
| 3200 Bristol Street, Suite 700, Costa Mesa, California, (Address of principal executive offices) |
92626 (Zip Code) |
(714) 437-0700
(Issuer’s Telephone Number)
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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 [ ]
Applicable only to issuers involved in bankruptcy proceedings during the preceding five years:
Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15 (d) of the Exchange Act after the distribution of securities under a plan confirmed by court. Yes [ ] No [ ]
Applicable only to Corporate Issuers:
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the last practicable date: 21,361,880 as of December 14, 2000.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [x]
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
E-NET FINANCIAL.COM CORPORATION
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
| October 31, 2000 |
||||
| ASSETS | ||||
| Current Assets | ||||
| Cash and equivalents | $ | 427,825 | ||
| Accounts receivable, net of allowance for doubtful accounts of $37,436 | 375,741 | |||
| Note receivable | 41,163 | |||
| Other current assets | 352,234 | |||
| Total Current Assets | 1,196,963 | |||
| Equipment, net | 233,563 | |||
| Goodwill, net of accumulated amortization of $411,121 | 3,626,048 | |||
| Other Assets | 3,235 | |||
| $ | 5,059,809 | |||
| LIABILITIES AND SHAREHOLDERS’ DEFICIT | ||||
| Current Liabilities | ||||
| Accounts payable | $ | 190,618 | ||
| Accrued liabilities | 653,832 | |||
| Notes payable to related parties | 1,401,540 | |||
| Notes payable | 150,000 | |||
| Other current liabilities | 49,118 | |||
| Total Current Liabilities | 2,445,108 | |||
| Other Liabilities | 151,071 | |||
| Total Liabilities | 2,596,179 | |||
| Shareholders’ Equity | ||||
| Series C convertible preferred stock | 1,140,697 | |||
| Common stock, 100,000,000 shares authorized, $.00l par value, 21,091,880 shares issued and outstanding |
21,092 | |||
| Additional paid-in capital | 10,598,054 | |||
| Accumulated deficit | (7,122,280 | ) | ||
| Deferred compensation | (182,933 | ) | ||
| Treasury stock, at cost | (1,991,000 | ) | ||
| Total Shareholders’ Equity | 2,463,630 | |||
| $ | 5,059,809 | |||
E-NET FINANCIAL.COM CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
| Three Months Ended October 31, |
Six Months Ended October 31, |
||||||||||||
| 2000 | 1999 | 2000 | 1999 | ||||||||||
| Revenues | |||||||||||||
| Loan origination fees | 2,575,247 | $ | 1,668,153 | $ | 4,844,837 | $ | 2,788,258 | ||||||
| Referral revenues | 41,733 | — | 138,105 | — | |||||||||
| Total Revenues | 2,616,980 | 1,668,153 | 4,982,942 | 2,788,258 | |||||||||
| Cost of Revenues | 1,662,345 | 1,161,131 | 3,363,951 | 1,899,476 | |||||||||
| Gross Profit | 954,635 | 507,022 | 1,618,991 | 888,782 | |||||||||
| Operating Expenses | |||||||||||||
| General and administrative | 1,139,152 | 611,554 | 2,564,288 | 1,009,377 | |||||||||
| Goodwill amortization | 144,186 | — | 288,372 | — | |||||||||
| Total Operating Expenses | 1,283,338 | 611,554 | 2,852,660 | 1,009,377 | |||||||||
| Income (loss) from Operations | (328,703 | ) | (104,532 | ) | (1,233,669 | ) | (120,595 | ) | |||||
| Other Income (Expense) | |||||||||||||
| Interest expense | (61,406 | ) | — | (108,748 | ) | (4,332 | ) | ||||||
| Other income (expense) | 14,620 | (5,129 | ) | 88,375 | (8,572 | ) | |||||||
| Total Other Income (Expense) | (46,786 | ) | (5,129 | ) | (20,373 | ) | (12,904 | ) | |||||
| Loss Before Income Taxes | (375,489 | ) | (109,661 | ) | (1,254,042 | ) | (133,499 | ) | |||||
| Income Taxes | — | — | — | — | |||||||||
| Net Income (Loss) | $ | (375,489 | ) | $ | (109,661 | ) | $ | (1,254,042 | ) | $ | (133,499 | ) | |
| Basic and Diluted Net Loss Per Share | $ | (0.02 | ) | $ | (0.02 | ) | $ | (0.06 | ) | $ | (0.03 | ) | |
| Basic and Diluted Weighted Average Number of Common Shares Outstanding |
22,071,568 | 4,540,549 | 21,864,969 | 4,520,164 | |||||||||
E-NET FINANCIAL.COM CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
| Six Months Ended October 31, |
|||||||
| 2000 | 1999 | ||||||
| Cash Flows From Operating Activities | |||||||
| Net loss | $ | (1,254,042 | ) | $ | (105,972 | ) | |
| Adjustments to reconcile net loss to net cash (used) provided by operating activities: |
|||||||
| Depreciation and amortization | 374,751 | 2,225 | |||||
| Amortization of deferred compensation | 156,800 | — | |||||
| Stock issued for services rendered | 386,728 | — | |||||
| (Increase) decrease in accounts receivable | (115,303 | ) | 64,380 | ||||
| (Increase) in other current assets | (89,441 | ) | (4,092 | ) | |||
| (Decrease) in accounts payable | (64,044 | ) | (7,077 | ) | |||
| Increase (Decrease) in accrued expenses | 653,832 | (106,802 | ) | ||||
| (Decrease) Increase in other current liabilities | (408,907 | ) | 21,500 | ||||
| Increase (Decrease) in other liabilities | 11,422 | (105,000 | ) | ||||
| Net cash used by operating activities | (348,204 | ) | (240,838 | ) | |||
| Cash flows from investing activities: | |||||||
| Purchases of equipment | (11,991 | ) | (58,433 | ) | |||
| Issuance of notes receivable | — | (146,600 | ) | ||||
| Other assets | 39,000 | 66,970 | |||||
| Net cash provided by (used) in investing activities | 27,009 | (138,063 | ) | ||||
| Cash flows from financing activities: | |||||||
| Proceeds from the issuance of notes payable | 150,000 | — | |||||
| Payments on notes payable to related parties | (1,386,536 | ) | 393,456 | ||||
| Proceeds from issuance of common stock | 1,699,973 | — | |||||
| Net cash provided by financing activities | 463,437 | 393,456 | |||||
| Net (decrease) increase in cash | 142,242 | 14,555 | |||||
| Cash, beginning of period | 285,583 | 49,984 | |||||
| Cash, end of period | $ | 427,825 | $ | 64,539 | |||
NOTES TO INTERIM FINANCIAL STATEMENTS
Note 1. General
On April 12, 2000, the Company acquired American Residential Funding, Inc. (“AMRES”) from EMB Corporation (“EMB”) for 7,500,000 shares of common stock, representing approximately 40% of the outstanding voting stock of the Company and a $4,000,000 note payable. AMRES is a Nevada corporation organized on March 13, 1998, for the purpose of originating and selling HUD– insured mortgages and conventional loans. The Company, prior to a series of acquisitions in February and March 2000, was considered a blank-check company with limited operating history, and, accordingly, AMRES is considered the acquiror for financial reporting purposes. As such, the acquisition has been accounted for as a recapitalization of AMRES; therefore, the accompanying consolidated financial statements reflect the historical assets and liabilities and the related historical operations of AMRES, in a manner si milar to a pooling of interests, for all periods presented.
Note 2. Unaudited Interim Financial Statements
The interim financial data as of October 31, 2000, for the three and six months ended October 31, 2000 and 1999 is unaudited; however, in opinion of management, the interim data includes all adjustments, consisting of normal recurring adjustments, necessary to present fairly the company’s consolidated financial position as of October 31, 2000, and the results of their operations and their cash flows for the three and six months ended October 31, 2000 and 1999. The results of operations are not necessarily indicative of the operations which may result for the year ending April 30, 2001.
Note 3. Private Placement
On May 2, 2000, the Company sold 666,667 shares of common stock for $1,699,973, net of fees and commissions of $300,027 in a private placement. As additional consideration, the Company issued warrants to purchase 333,334 shares of the Company’s common stock at an exercise price of $3.00 per share. No value was ascribed to these warrants since these were issued in connection with the private placement of commons stock, the effects of which are included in stockholders’ equity.
Note 4. Common Stock
Common stock issued during the six months ended October 31, 2000 is summarized as follows:
| Shares issued as of April 30, 2000 | 20,053,937 | |||
| Shares issued for: | ||||
| Private placement (Note 2 above) | 666,667 | |||
| Consulting Services | 307,646 | |||
| Employee long-term incentives | 60,000 | |||
| Employee deferred salaries | 3,630 | |||
| Shares issued as of October 31, 2000 | 21,091,880 | |||
Changes to capital related to the above transactions amounted to the following:
| Private Placement | $ | 1,699,973 | ||
| Consulting Services | 556,982 | |||
| Employee long-term incentives | 108,000 | |||
| Employee salaries | 6,942 | |||
| 2,371,897 | ||||
Stock issued for consulting services relates primarily to legal, accounting, and information technology services provided by outside consultants.
Note 5. Subsequent Events
On November 17, 2000, the board of directors amended our stock plan to authorize an additional one million shares, which may be granted (as shares or options) to current employees, consultants and other key independent contractors in partial or full satisfaction of certain of our financial obligations to them. As of December 14, 2000, the board has authorized the distribution of 353,069 shares of the total 1,000,000 additional shares registered.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Except for historical information, the materials contained in this Management’s Discussion and Analysis are forward-looking (within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934) and involve a number of risks and uncertainties. These include our historical losses, the need to manage our growth, general economic downturns, intense competition in the financial services and mortgage banking industries, seasonality of quarterly results, and other risks detailed from time to time in our filings with the Securities and Exchange Commission. Although forward-looking statements in this Quarterly Report reflect our good faith judgment, such statements can only be based on facts and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks and uncertainties. Actual results and outcomes may differ mate rially from the results and outcomes discussed in the forward-looking statements. Readers are urged to review carefully and consider the various disclosures made by us in this Quarterly Report, as an attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects.
Plan of Operations
Our business plan provides for us to develop and deliver through the Internet and through other means, mortgage loan brokerage services and other financial services (primarily related to real estate). The plan calls for the Company to be a leading source of technology driven financial service companies and to grow rapidly through strategic acquisitions, joint venture arrangements, and internal expansion of existing businesses.
Results of Operations
Three Months Ended October 31, 2000
Compared to the
Three Months Ended October 31, 1999
Revenues
Revenues from Titus Real Estate LLC, ExpiDoc.Com, Inc., and LoanNet Mortgage, Inc. amounted to less than 5% of total revenues for the period ended October 31, 2000. Significant fluctuations in revenue and cost of revenue are a direct result of the growth and operations of American Residential Funding, Inc. (“AMRES”), while fluctuations in selling, general, and administrative expenses are primarily attributable to the activities of AMRES and the parent company, in general.
Revenues increased by $.94 million or 57% to $2.62 million for the three months ended October 31, 2000, compared to revenues of $1.67 million for the three months ended October 31, 1999, primarily due to the development and growth of the “net branch” program of AMRES. From its inception to October 31, 2000, the net branch program has steadily grown to its current count of 83 net branches.
AMRES’ four branch offices have also continued to expand their volume of loans closed each month. The average number of loans closed monthly has increased from approximately 55 per month in 1999 to approximately 130 per month for the quarter ended October 31, 2000.
The growth in revenues can be attributed to several factors, most notably the development of the AMRES interactive website and the inclusion of additional states in which AMRES is licensed to conduct business. AMRES has steadily increased the number of states in which it is licensed to conduct business (43 states, as of October 31, 2000, in comparison with one state, as of the start of the 1999 fiscal year).
Cost of Revenue and Gross Profit
The cost of revenue increased by $.5 million or 43% to $1.66 million, for the three months ended October 31, 2000, compared to $1.16 million for the comparative period in the prior year . The dollar increase in the cost of revenue is primarily attributable to the increase in revenues earned as discussed above. As a percentage of revenue, the cost of revenue and related gross profit fluctuate moderately based on the proportional breakout of loans closed through the company-owned branches compared to the net branches. AMRES earns an average net commission, based on loan value, of approximately 0.6% for loans completed by its company-owned branches. Under the net branch arrangement, AMRES earns a lower percentage commission on the loan value, typically 0.38%. For the three months ended October 31, 2000, a greater proportion of total loans closed were transacted through the company-owned branches which contri buted to the increase in gross profit percentage for that period.
Selling, General and Administrative Expenses
Selling, general and administrative expenses totaled $1.20 million for the three months ended October 31, 2000, compared to $.6 million for the three months ended October 31, 1999. As a percentage of revenue, selling, general and administrative expenses increased by 10.0%, primarily as a result of the business growth of operating subsidiaries, as additional headcount, office space and other administrative costs are required to handle the expansion.
Six Months Ended October 31, 2000
Compared to the
Six Months Ended October 31, 1999
Revenues
Revenues increased by $2.19 or 79%, to $4.98 million for the six months ended October 31, 2000, compared to $2.78 million for the six months ended October 31, 1999, primarily due to the development and growth of the “net branch” program of AMRES.
The growth in revenues can again be attributed to such factors as the development of the AMRES interactive website and the inclusion of additional states in which AMRES is licensed to conduct business.
Cost of Revenue and Gross Profit
The cost of revenue increased by $1.46 million or 77%, for the six-month period ended October 31, 2000, which is in proportion to the increase in revenue as discussed above. As a percentage of revenue, the cost of revenue remained fairly consistent between periods, 67.5% compared to 68.1% for the six months ended October 31, 2000 and 1999, respectively.
Selling, General and Administrative Expenses
Selling, general and administrative expenses totaled $2.85 million for the six month period ended October 31, 2000, compared to $1.01 million for the six-months ended October 31, 1999. This increase of $1.84 million can be attributed to several factors, most notably costs at the corporate level related to professional services for items such as the filing of our registration statement, outside consultants, and the completion of the private placement in May. In addition, this increase can also be attributed to the business growth of the operating subsidiaries, as additional headcount, office space and other administrative costs are required to handle the expansion.
Liquidity and Capital Resources
On April 7 and May 2, 2000, we completed two private placements raising a total of $4.0 million, less costs of $575,000. These funds were used to finance our current operations and reduce our indebtedness to EMB Corporation (“EMB”) to approximately $1.2 million as of October 31, 2000.
As part of the agreement for the April 7, 2000 private placement, we were required to file and cause to be declared effective a registration statement with the Securities and Exchange Commission by November 7, 2000. On August 4, 2000, we filed the registration statement and received an initial response from the Commission on or
about September 7, 2000. We are working on the response to the Commissions’ letter, and anticipate that we will file our first amendment to the statement during the third quarter. As the private placement agreement called for the registration to be declared effective by November 7, 2000, we are incurring monthly liquidated damages of approximately $40,000 for each full month subsequent to November 7, 2000 in which the registration statement is not declared effective.
On September 15, 2000, we received $125,000 (less costs and fees of $20,000) in exchange for a short-term note payable in the amount of $150,000 due on January 15, 2001. The proceeds were used to fund current operations.
We require financing to meet operating cash requirements, to service our obligations and to fund future operating cash flow deficiencies. These factors raise substantial doubt about our ability to continue as a going concern and no adjustments have been made to these consolidated financial statements as a result of these uncertainties.
The accompanying consolidated financial statements have been prepared assuming we will continue as a going concern. Our cash requirements depend on several factors, including, but not limited to, the following:
If capital requirements vary materially from those currently planned, we may require additional financing sooner than anticipated. We have no commitments for any additional financing, and there can be no assurance that any such commitment can be obtained on favorable terms, if at all. No adjustments have been made to the carrying value of assets or liabilities as a result of the uncertainty about obtaining cash required to pay obligations as they become due.
Any additional equity financing may be dilutive to our stockholders, and debt financing, if available, may involve restrictive covenants with respect to dividends, raising capital and other financial and operational matters, which could restrict our operations or finances. If we are unable to obtain additional financing as needed, we may be required to reduce the scope of our operations or our anticipated expansion, which could have a material adverse effect on our financial condition, results of operations, and cash flows.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The Company is not engaged in any legal proceedings except litigation in the ordinary course of business.
Item 2. Changes In Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
Not applicable
Item 6. Exhibits and Reports on Form 8-k
(a) Exhibits.
* Exhibits filed herewith. Other exhibits, if any, are incorporated by reference to previous filings.
Exhibit 27* Financial Data Schedule
(b) Reports on Form 8-K.
None
SIGNATURES
In accordance with the requirements of the Securities Exchange Act, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| E-NET FINANCIAL.COM CORPORATION | |||
| Dated: December 15, 2000 | By: | /s/ Vincent Rinehart | |
| Vincent Rinehart Director, President and Chief Executive Officer |
| Dated: December 15, 2000 | By: | /s/ Kevin Gadawski | |
| Kevin Gadawski Principal Accounting and Chief Financial Officer |
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