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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended June 30, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ___________ to __________
Commission file number: 0-28168
JJFN SERVICES, INC.
(Exact name of registrant as specified in its charter)
Delaware 11-3289981
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
2500 Military Trail North
Suite 260
Boca Raton, FL 33431
(Address of principal executive offices)
(561) 995-0043
(Registrant's telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common, $.001 par
value
(Title of class)
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 of such filing
requirements for the past 90 days.
Yes (X) No ( )
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
State the aggregate market value of the voting stock held by non-affiliates of
the Registrant. The aggregate market value shall be computed by reference to
the price at which the stock was sold, or the average bid and asked prices of
such stock, as of a specified date within 60 days prior to the date of filing.
$3,402,000 at August 10, 1998
Indicate the number of shares outstanding of each of the Registrant's classes
of common stock, as of the latest practicable date. 17,012,005 shares as of
August 10, 1998.
List hereunder the following documents if incorporated by reference and the
Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is
incorporated: (1) Any annual report to security holders; (2) Any proxy or
information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or
(c) under the Securities Act of 1933. The listed documents should be clearly
described for identification purposes (e.g., annual report to security holders
for fiscal year ended June 30, 1998).
None
PART I
ITEM 1. BUSINESS
GENERAL
JJFN Services, Inc. (the "Company" or "JJFN"), a Delaware Corporation was
organized in November 1995. The Company's principal operations consist of
the following three business lines:
1) The purchase and leaseback on a "triple net" basis of fully furnished
model homes complete with options and upgrades to major publicly traded
homebuilders and real estate developers.
2) The land acquisition and contract development program for major publicly
traded homebuilders and real estate developers. The Company purchases
the real estate, simultaneously enters into a bonded (not to exceed)
development contract with the builder supported by a performance
(completion) bond, who then develops the real estate. The builder
simultaneously contracts to purchase the finished lots from the Company
on a scheduled basis usually not to exceed three (3) years.
3) The purchase and leaseback of model home furnishings to major publicly
traded homebuilders and real estate developers.
Model Home Sale-Leaseback Program
Since inception in November 1995 through June 30, 1998, the Company has
purchased a total of 246 model homes at a cost of $52,520,361, and sold 75
homes costing $13,832,630, leaving a current model home portfolio at June 30,
1998 of 171 model homes at a cost of $38,687,731. The average purchase price
per model home acquired has been approximately $213,500, and the average
profit on sale of the 75 homes sold to date has been $5,517 per home.
At June 30, 1998, the Company was negotiating two agreements with existing
homebuilder clients to acquire additional model homes. One agreement involves
the acquisition of 26 model homes in New Jersey and New York at a cost of
approximately $8.5 million. The other agreement involves the acquisition of
54 model homes in Colorado, Georgia, Florida, Arizona, Virginia, and Texas, at
a cost of approximately $11.7 million. During July 1998, closings took place
on 22 model homes in New Jersey and 1 model home in New York at an aggregate
cost of approximately $7.6 million.
At June 30, 1998, the Company has sales contracts pending on 32 model homes at
an aggregate sales price of $6,832,489. The model homes were acquired at an
aggregate cost of $6,640,662. During July and through August 3, 1998,
closings took place on 15 model homes at an aggregate sales price of
$3,279,948 and aggregate cost of sales of $3,173,977, resulting in a gain of
$105,971.
The following chart outlines the unit totals of model home purchases and sales
by geographic region at June 30, 1998:
# of Models # of Models Current Model
State Purchased Sold Inventory
- ----------------- ----------- ----------- -------------
Colorado 22 6 16
Florida 106 51 55
Georgia 5 5 0
New Jersey 68 5 63
New York 5 0 5
North Carolina 4 1 3
Pennsylvania 25 1 24
Texas 5 2 3
Virginia 6 4 2
----------- ----------- -------------
Total 246 75 171
=========== =========== =============
The following chart outlines the total costs of model home purchases and sales
by geographic region:
Original
Cost of Models Cost of Models Current Model
State Purchased Sold Inventory
- ----------------- ------------ ------------ -------------
Colorado $ 4,715,463 $1,301,157 $ 3,414,306
Florida 19,806,998 8,180,222 11,626,776
Georgia 1,576,755 1,576,755 -
New Jersey 15,489,153 976,075 14,513,078
New York 1,987,000 - 1,987,000
North Carolina 882,382 188,010 694,372
Pennsylvania 5,656,283 241,000 5,415,283
Texas 910,481 368,833 541,648
Virginia 1,495,847 1,000,577 495,269
------------ ------------ -------------
Total $52,520,361 $13,832,629 $ 38,687,731
============ ============ =============
Land Acquisition and Contract Development Program
Since inception, the Company has completed one land acquisition and
development contract. The transaction involved the purchase of 70 acres in
western Boca Raton to be subdivided into 370 lots for the development of
single family estate homes, zero lot single family homes, townhouses, and
villas.
During June 1997, the Company was advised by the homebuilder that it was
electing to fully exercise its option to purchase the approximate 70-acre
tract of land being developed for 370 residential units and terminate the
development agreement. The homebuilder exercised the option on July 3, 1997,
and purchased the property for the sum of $8,591,956.
The Company has executed a letter of intent with a major publicly traded
homebuilder and real estate developer to acquire 4-5 tracts of land having a
fully developed cost of $102,800,000 a with maximum outstanding balance of
$75,000,000 to $85,000,000 based on anticipated option takedowns. The
agreement provides for a unit takedown schedule of finished lots over a period
not to exceed 36 months. The Company intends to seek an increase in the
letter of intent to approximately $200,000,000 in net fully-developed costs.
The closing is subject to completion of due diligence, receipt of satisfactory
appraisals, formal documentation, and successful completion of financing.
The Company is pursuing the following financing options in connection with
this transaction:
a) The Company is exploring a syndicated bank loan and is evaluating
indicative term sheets received from potential lenders while conducting
negotiations with other institutions.
b) The Company is evaluating a private placement of notes to be issued by a
wholly-owned, special-purpose vehicle under Rule 144A and anticipates an
investment grade rating on the notes.
c) The Company has entered into an agreement of mutual understanding with a
major international insurance company whereby the parties have committed to
proceed in accordance with the following:
The insurance company will provide an "Insurance Surety Bond" in connection
with the planned financing transactions described above. The bond will
assure the timely payment of principal and interest on notes issued by the
non-consolidated wholly-owned, bankruptcy-remote, special-purpose
subsidiary of the Company.
The agreement is subject to the following conditions; (i) satisfactory
completion of due diligence regarding the assets to be held in the Special
Purpose Entity, (ii) the execution of bank or institutional financing,
(iii) final pricing of the insurance surety bond, and, (iv) agreement to
final wording of all related legal documentation.
The Company has committed to purchase land and provide development funding of
approximately $10,000,000 for a major publicly traded homebuilder. The
closing is subject to completion of due diligence, receipt of satisfactory
appraisals, formal documentation, and successful completion of financing.
The Company has received a verbal commitment from an existing lending
institution to provide financing for this transaction.
Competition and Market Factors
The Company's business is highly competitive. It competes with REITs or their
subsidiaries, banks, financial subsidiaries of industrial companies, insurance
companies, major investment banking firms, and/or their subsidiaries, and
other financial institutions competing to do business with or provide
financial services to national homebuilders and real estate developers. Almost
all competitors have substantially greater financial strength and far longer
operating histories than the Company, and these resources make them formidable
competitors to the Company in attracting capital and clients.
The home-building industry in general is cyclical, with demand fluctuating
with general economic conditions such as recessionary forces, availability of
financing, interest rate levels and consumer confidence. In addition to the
numerous economic factors affecting housing demand, a variety of other factors
affect the housing industry, including the availability of labor and materials
and increases in the costs thereof, changes in costs associated with home
ownership (such as increases in property taxes and energy costs), changes in
consumer preferences, demographic trends, and government regulations and fees.
The success of the Company's business strategy depends in part on important
factors, many of which are not within the control of the Company. The
availability of desirable loan and investment opportunities and the results of
the Company's operations will be affected by the amount of available capital,
the level and volatility of interest rates, conditions in the financial
markets and general economic conditions. There can be no assurances as to the
effects of unanticipated changes in any of the foregoing. The Company's
business strategy also depends on the ability to grow its portfolio of
invested assets through the use of leverage. There can be no assurance that
the Company will be able to obtain and maintain targeted levels of leverage or
that the cost of debt financing will increase relative to the income
generated from the assets acquired with such financing and cause the
Company to reduce the amount of leverage it utilizes. The Company risks the
loss of some or all of its assets or a financial loss if the Company is
required to liquidate assets at a commercially inopportune time.
Divested Operations
For information on divested operations, see Note 11 to the Company's
Consolidated Financial Statements of pages F-23 and F-24.
Employees
At August 10, 1998, the Company employed 6 persons, including sales and
marketing, executive, and administrative personnel. None of the Company's
employees are covered by a collective bargaining agreement and management
considers the relationship with its employees to be excellent.
Item 2. Properties
The Company's corporate office is located at 2500 Military Trail North, Suite
260, Boca Raton, Florida 33431, where the Company leases 2,798 square feet of
office space for a term expiring January 2002.
Insurance
The Company has comprehensive liability, fire, flood, extended coverage and
rental loss insurance with respect to its Properties. Management believes
that such insurance provides adequate coverage.
ITEM 3. LEGAL PROCEEDINGS
The Company is a Plaintiff in a legal proceeding against Susan Schlapkohl, the
Company's former President, for a violation of her restrictive covenant
contained in paragraphs 12 and 14 of her employment agreement with the
Company. The suit was commenced on May 21, 1997 in the Circuit Court for Palm
Beach County, Florida, index number CC-97-4525 AH. In her answer to the
Corporation's Complaint and Motion for Preliminary Injunction, Ms. Schlapkohl
asserted the following counterclaims; (i) breach of contract relating to
misrepresentations and omissions of facts inducing her to enter into an
employment contract, and (ii) misrepresentations and omissions relating to her
purchase of 1,000,000 shares of the Company's common stock. The Company is
vigorously defending the counterclaim. Management believes, after
consultation with legal counsel, that Ms. Schlapkohl's counterclaim is without
merit, but that even if she were successful, it would not have a material
adverse effect on the business, financial position or results of the
operations of the Company.
On August 6, 1998, the Company settled the litigation with Susan Schlapkohl,
its former President, by entering into a Stipulation of Settlement. Pursuant
to the Stipulation of Settlement, Ms. Schlapkohl, her affiliates and her
husband, agreed not to compete with the Company in connection with the Company's
business as described in this form 10K filing. In addition, Ms. Schlapkohl
agreed to sell for $171,000.00 the 1,000,000 shares of JJFN Services, Inc.,
common stock owned by her to David Miller, the chairman of the Company (or his
designees), from whom she originally acquired the shares. The parties also
exchanged mutual general releases.
The Company knows of no other material litigation or claims pending,
threatened, or contemplated to which the Company is or may become a party.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company did not submit any matters to a vote of security holders in the
fourth quarter of its fiscal year ended June 30, 1998.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Common Stock of the Registrant has been quoted on the OTC Bulletin Board
under the symbol "JJFN" since May 15, 1996. The following table sets forth,
for the periods indicated, the high and low closing sales price for the Common
Stock, as reported on the OTC Bulletin Board. As of July 10, 1998 there were
over 1,000 shareholders of which approximately 515 were shareholders of
record. The closing price of the Company's Common Stock as reported on the
OTC Bulletin Board on August 10, 1998, was $.20.
Year Ended June 30,
----------------------------
1998 1997
----------------------------
High Low High Low
----------------------------
First Quarter 0.56 0.31 7.37 1.00
Second Quarter 0.46 0.14 5.28 0.25
Third Quarter 0.20 0.13 2.90 0.68
Fourth Quarter 0.40 0.12 1.00 0.26
----------------------------
The Company has not paid any cash dividends on its Common Stock and does not
anticipate paying any in the foreseeable future. It intends to continue its
present policy of retaining cash flow from the investment in the Company's
operations.
During July 1998, David Miller, Chairman of the Company acquired all the
issued and outstanding shares of convertible preferred stock. The Company
has not paid any distributions on the preferred stock since July 1996, as
a result of a dispute as to which of two unaffiliated parties were entitled
to the dividend.
ITEM 6. SELECTED FINANCIAL DATA
The selected financial data presented below for the year ended June 30, 1998
and the year ended June 30 ,1997 have been derived from the Company's audited
consolidated financial statements. This data should be read in conjunction
with "Management's Discussion and Analysis of Financial Condition and Results
of Operations" and the consolidated financial statements and related notes
thereto included elsewhere in this Report.
SELECTED FINANCIAL DATA
Income Statement Data:
Inception
11/2/95
Year Ended Year Ended through
6/30/98 6/30/97 6/30/96
------------- ------------- -------------
Revenues $ 21,302,522 $ 7,524,938 $ 965,168
Expenses 20,575,973 7,167,567 1,002,881
------------- ------------- -------------
Income(loss) from continuing
operations before
depreciation and amortization 726,549 357,371 (37,713)
Depreciation and amortization 1,181,860 707,345 124,682
------------- ------------- -------------
Loss from continuing operations
before income tax benefit (455,311) (349,974) (162,395)
Income tax benefit 298,000 77,000 -
------------- ------------- -------------
Loss from continuing operations (157,311) (272,974) (162,395)
Discontinued operations, net of taxes
Loss from discontinued operations - (54,444) (22,558)
Gain on disposal of
discontinued operations - 284,876 -
------------- ------------- -------------
- 230,432 (22,558)
------------- ------------- -------------
Net loss (157,311) (42,542) (184,953)
Preferred stock distributions - 5,000 40,000
------------- ------------- -------------
Loss applicable to
common shareholders $ (157,311) $ (47,542) $ (224,953)
============= ============= =============
Earnings (loss) per share data:
Continuing operations $ (0.01) $ (0.01) $ (0.02)
Divested operations - 0.01 -
------------- ------------- -------------
Net loss per share $ (0.01) $ 0.00 $ (0.02)
============= ============= =============
Weighted average number
of common shares outstanding 16,911,168 16,551,091 10,801,114
Balance Sheet Data:
June 30, 1998 June 30, 1997 June 30, 1996
------------- ------------- -------------
Total assets $ 40,186,076 $ 32,430,295 $ 14,727,388
Mortgages and notes payable 31,538,542 23,658,372 6,477,271
Other liabilities 685,130 682,557 191,875
Stockholders' equity 7,962,404 8,089,366 8,058,242
UNAUDITED SUMMARIZED CONSOLIDATED QUARTERLY INFORMATION
Summarized quarterly financial information for the years ended June 30,
1998, 1997, and 1996 is as follows:
Three Months Ended
--------------------------------------------------
June March December September
30, 1998 31, 1998 31, 1997 30, 1997
---------- ---------- ---------- -----------
Revenues $3,346,739 $3,449,413 $3,734,283 $10,772,087
Expenses 3,373,008 3,602,266 3,854,716 10,927,843
Income (loss) before
income taxes (26,269) (152,853) (120,433) (155,756)
Income tax benefit (298,000) - - -
Net income (loss) 271,731 (152,853) (120,433) (155,756)
Earnings per common share 0.02 (0.01) (0.01) (0.01)
Weighted average number of
common shares outstanding 17,012,005 17,012,005 16,814,179 16,811,990
Three Months Ended
--------------------------------------------------
June March December September
30, 1997 31, 1997 31, 1996 30, 1996
---------- ---------- ---------- -----------
Revenues $3,577,995 $1,561,595 $1,978,676 $10,772,087
Expenses 3,654,840 1,659,196 1,815,344 10,927,843
Income (loss) before
income taxes (76,845) (97,601) 163,332 (108,428)
Income tax benefit (77,000) - - -
Net income (loss) 155 (97,601) 163,332 (108,428)
Earnings per common share 0.00 (0.01) (0.01) (0.01)
Weighted average number of
common shares outstanding 16,661,660 16,659,990 16,659,990 16,226,294
Three Months Ended
--------------------------------------------------
Inception (11/2/95) to
June March December
30, 1996 31, 1996 31, 1995
---------- ---------- ----------
Revenues $ 835,236 $ 96,816 $ 33,116
Expenses 931,364 185,969 32,788
Income (loss) before
income taxes (96,128) (89,153) 328
Income tax benefit - - -
Net income (loss) (96,128) (89,153) 328
Earnings per common share (0.01) (0.01) 0.00
Weighted average number of
common shares outstanding 12,085,544 10,000,000 10,000,000
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Overview
A summary of the operating results of JJFN Services, Inc. and subsidiaries for
the fiscal years ended June 30, 1998, June 30, 1997, and inception (November
2, 1995) through June 30, 1996 are presented below:
Inception
Year Year November 2, 1995
Ended Ended through
June 30 June 30 June 30
1998 % 1997 % 1996 %
----------------------------------------------
Revenues:
Lease revenue $3,544,793 17% $2,068,450 28% $418,507 43%
Option fees 8,771 0% 824,207 11% - -%
Model home sales 9,027,514 42% 4,528,600 60% 515,000 53%
Land development sales 8,591,956 40% - -% - -%
Interest income 129,488 1% 103,681 1% 5,411 1%
Gain on sale of marketable
securities - -% - -% 26,250 3%
----------------------------------------------
Total revenues 21,302,522 100% 7,524,938 100% 965,168 100%
Costs and expenses:
Interest expense 2,134,870 10% 1,660,803 22% 249,038 26%
Cost of model homes sold 8,701,169 41% 4,448,915 59% 507,244 53%
Cost of land development 8,591,956 40% - -% - -%
Corporate 1,147,978 5% 1,057,849 14% 246,599 26%
----------------------------------------------
Total costs and expenses 20,575,973 96% 7,167,567 95% 1,002,881 104%
----------------------------------------------
Income from continuing operations
before depreciation & amortization 726,549 4% 357,371 5% (37,713) (4%)
Depreciation & amortization 1,181,860 6% 707,345 9% 124,682 13%
----------------------------------------------
Loss from continuing operations
before income tax benefit (455,311) (2%) (349,974) (4%) (162,395)(17%)
Income tax benefit 298,000 -% 77,000 1% - -%
----------------------------------------------
Loss from continuing operations (157,311) (1%) (272,974) (3%) (162,395)(17%)
Discontinued operations, net of taxes:
Loss from discontinued operations - -% (54,444) (1%) (22,558) (2%)
Gain on disposal of discontinued
operations - -% 284,876 4% - -%
----------------------------------------------
- -% 230,432 3% (22,558) (2%)
----------------------------------------------
Net loss (157,311) (1%) (42,542) (1%) (184,953)(19%)
==============================================
Note: The operating results for inception (November 2, 1995) through June 30,
1996 has been reclassified to give effect to the divested operations of
Iron Eagle Contracting and Mechanical, Inc.
Results of Operations
Year Ended June 30, 1998 Compared to Year Ended June 30, 1997.
The Company's lease revenue during fiscal 1998 increased $1.5 million (or 72%)
compared to the prior year period. The increase is attributable to additional
lease revenues generated from the purchase of approximately $26 million in
model homes during the fiscal year. Option fees decreased $.8 million during
fiscal 1998 compared to the prior year period. The decrease was due to the
exercise of the client's option to purchase resulting in the sale of a land
parcel for $8.5 million on July 3, 1997.
Revenues from the sale of model homes increased $4.5 million (or 99%) compared
to the prior year period. The increase is attributable to the maturity of the
model home portfolio with the expected turnover of the homes in the 18-24
month range.
Revenues from land sales totaled approximately $8.5 million during fiscal
1998. The Company had no land sales during fiscal 1997.
Interest expense related to lease and option fee revenues increased
approximately $475,000 (or 29%) during fiscal 1998 compared to the prior year
period, primarily due to the increase in loans utilized to purchase additional
model homes. Cost of interest expense as a percentage of lease and option fee
revenues is consistent with fiscal 1997.
Cost of model homes sold increased $4.2 million (or 95%) compared to the prior
year period, primarily due to the related increase in model home sales
revenue. Cost of model home sales as a percentage of model home sale revenues
is consistent with fiscal 1997.
The Company's selling, marketing, general & administrative expenses increased
$90,000 (or 9%) during fiscal year 1998 as compared to fiscal year 1997. This
increase was attributable to the selling, general and administrative costs
associated with generating the increased revenue levels. Corporate costs as a
percentage of revenues decreased 9% from 14% for fiscal year 1997 to 5% for
fiscal year 1998.
Loss from continuing operations before income tax benefit for the period was
$455,311 compared to $349,974 for fiscal 1997, an increase of $105,000 (or
30%). Depreciation and amortization increased $475,000 (or 67%) during fiscal
year 1998 compared to fiscal 1997, contributing to the increase in net loss.
Year Ended June 30, 1997 Compared to inception (November 2, 1995) through
June 30, 1996.
The Company's lease and option fee revenues during fiscal 1997 increased $2.5
million (or 591%) compared to the period from inception through June 30, 1996.
On an annualized basis for fiscal 1996, this would represent an increase of
361%. The increase is attributable to additional acquisitions of model homes
on lease during fiscal 1997, and option fee revenues from the land acquisition
program started in the first quarter of fiscal 1997.
Revenues from the sale of model homes increased $4.0 million (or 780%) compared
to the period from inception through June 30, 1996. On an annualized basis for
fiscal 1996, this would represent an increase of 486%. The increase is
attributable to the maturity of the model home portfolio with the expected
turnover of the homes in the 18-24 month range.
Interest expense related to lease and option fee revenues increased
approximately $1.4 million (or 567%) compared to the period from inception
through June 30, 1996, primarily due to the increase in loans utilized to
purchase additional model homes and assets relating to the Company's land
acquisition and contract development program. Cost of interest expense as a
percentage of lease and option fee revenues is consistent with fiscal 1996.
Cost of model homes sold increased $3.9 million (or 777%) compared to the
period from inception through June 30, 1996, primarily due to the related
increase in model home sales revenue. Cost of model home sales as a
percentage of model home sale revenues is consistent with fiscal 1996.
The Company's selling, marketing, general & administrative expenses increased
$811,000 (or 329%) during fiscal year 1997 as compared to the period from
inception through June 30, 1996. On an annualized basis for fiscal 1996, this
would represent an increase of 186%. This increase was attributable to the
hiring of additional personnel and the selling, general and administrative
costs associated with generating the increased revenue levels. Corporate
costs as a percentage of revenues decreased 12% from 26% for the eight months
ended June 30, 1996 to 14% for fiscal 1997.
Net loss for the period was $42,542 of which $272,974 was incurred in the
Company's continuing operations, $54,444 from discontinued operations, offset
by a gain of $284,876 on disposal of discontinued operations.
The net loss of $42,542 was a decrease of $142,411 (or 335%) as compared to
the net loss of $184,953 for the period from inception through June 30, 1996.
The decrease in net loss was attributable to the gain on disposal of
discontinued operations and increased operations.
Geographic Lease Revenue Summary
A breakdown of lease rental revenues by location is as follows:
Lease revenues Lease revenues Lease Revenues
7/1/97 7/1/96 11/2/95
State through 6/30/98 through 6/30/97 through 6/30/96
- ----------- --------------- --------------- ---------------
Colorado $ 62,664 $ 419,228 $ 62,664
Florida 1,523,285 1,290,731 305,901
Georgia - 49,337 -
New Jersey 845,794 - -
New York 40,402 - -
North Carolina 101,581 88,475 23,317
Pennsylvania 340,269 - -
Texas 104,327 60,293 7,702
Virginia 119,383 160,386 19,423
- ----------- ---------- ------------ ----------
Total $3,544,793 $ 2,068,450 $ 418,507
=========== ============ ==========
During fiscal 1998, the Company acquired an additional 110 model homes at a
cost of $26,170,860 and an average purchase price of approximately $238,000.
The Company sold 49 model homes during fiscal 1998 for total sales price of
$9,027,514 less costs of sales of $8,701,169 for a net gain of $326,345.
Trends in Operations
The Company's operations have been and continue to accelerate at a rapid pace.
For the fiscal year ended June 30, 1998, total purchases of model homes were
in excess of $26 million and involved over $20 million in financing. At June
30, 1998, the Company's lease revenues had risen to a level of over $386,000
per month, as compared to $214,000 per month at June 30, 1997, an increase of
80%.
Liquidity and Capital Resources
The Company's cash uses during the twelve months ended June 30, 1998, were for
model home acquisitions, interest, and operating expenses. The Company
provided for its cash requirements from outside borrowing, various credit
facilities, asset turnover, and cash flow from operations. The Company
believes that these sources of cash are sufficient to finance its working
capital requirements and other needs.
The Company's borrowings are made pursuant to agreements with several
financial institutions which have provided credit facilities in excess of
$38,750,000 since the Company's inception. At June 30, 1998, the Company had
$6,343,000 available under various credit facilities expiring July 1998
through October 2000. Interest is payable monthly at rates ranging from 2 Year
Treasuries plus 2.50% to prime plus 1%. The Company and one of its lenders
have mutually agreed to increase an existing $10 million credit facility to
$45 million. Participants are required for the full line amount to be funded,
which the lender is currently working on obtaining. At July 31, 1998, $14.3
million is outstanding under this facility. The Company has also received
verbal commitments from three other existing lending institutions to provide
additional loans totaling $26.5 million. The Company believes that it will be
able to extend and increase current facilities, or negotiate additional
facilities, but there can be no assurance of such extensions, increases or
additional facilities. For additional information on the Company's borrowings
and financing activities, see Notes 5 and 10 to the Company's Consolidated
Financial Statements and Business Section.
Surety / Insurance Activities
The Company has received a commitment from a "AAA" rated major domestic based
insurer to issue two Lease Bonds totaling $60,000,000. The Company intends to
utilize this commitment for model homes previously acquired or to be acquired.
The Lease Bond insures the timely payment by the lessee of the lease payments.
In the event of default by the lessee, the surety has an obligation to
continue to make the lease payments. The Company negotiates the premium for
the surety bonds on a case by case basis.
The Company has received a commitment from a "AA" rated U.S. subsidiary of a
major international insurer to issue a Lease Bond in the amount of
$132,000,000 in conjunction with the pending acquisition of model homes from a
major U.S. homebuilder. The Lease Bond insures the timely payment by the
lessee of the lease payments. In the event of default by the lessee, the
surety has an obligation to continue to make the lease payments. At its sole
option, the surety may acquire the model homes at the Company's original cash
closing purchase price thereby terminating its obligation to make additional
lease payments. The Company negotiates the premium for the surety bonds on a
case by case basis.
The Company has received a commitment from a "A" rated major domestic based
insurer to issue a Lease Bond in the amount of $20,000,000. The Lease Bond
insures the timely payment by the lessee of the lease payments. In the event
of default by the lessee, the surety has an obligation to continue to make the
lease payments. The Company negotiates the premium for the surety bonds on a
case by case basis.
The intent of these types of arrangements is to reduce cost of funds and
thereby increase profitability. The agreements are subject to the following
conditions; (i) satisfactory completion of due diligence regarding the assets
to be acquired , (ii) the execution of bank or institutional financing, and
(iii) agreement to final wording of all related legal documentation.
Cash Flows:
Net cash provided by operating activities totaled $508,000, comprised of a net
loss of $157,000, plus net adjustments for non-cash items of $906,000, less
a net change in other operating assets and liabilities of $241,000.
Net cash provided by investing activities totaled $3,017,000, comprised of
$8,929,000 from the sale of model homes, $1,716,000 from the sale of land, and
$212,000 from the note receivable of divested segment, offset by $7,840,000 in
model home purchases.
Net cash used in financing activities totaled $3,991,000, comprised of
principal payments on mortgages payable of $7,614,000, deferred costs of
$339,000, and purchase of treasury stock of $20,000, offset by proceeds from
mortgages payable of $3,981,000.
Forward Looking Statements
This report contains certain forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") concerning
the Company's operations, economic performance and financial conditions,
including, in particular, the likelihood of the Company's success in
developing and bringing to market the products which it currently has under
development. These statements are based upon a number of assumptions and
estimates which are inherently subject to significant uncertainties, and
contingencies, many of which are beyond the control of the Company and
reflect future business decisions which are subject to change. Some of
these assumptions inevitably will not materialize, and unanticipated events
will occur which will affect the Company's results. Consequently, actual
results will vary from the statements contained herein and such variance may
be material. Prospective investors should not place undue reliance on this
information.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY SCHEDULES
See page F-1.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
NONE
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Executive Officers and Directors
The executive officers and directors of the Registrant are:
Name Age Position
- ------------------- --- ------------------------------------
David Miller 53 Chairman of the Board
Samuel G. Weiss 49 President, Secretary, Counsel
and Director
John P. Kushay 38 Vice President, Chief Financial Officer,
Treasurer and Director
Richard K. LeBlond III 47 Senior Vice President
Don B. Lederman 47 Vice President, Sales & Marketing
Joan E. Kushay 37 Vice President, Assistant Secretary
and Director
Ralph Wilson 67 Director
Kenneth MacKenzie 64 Director
All directors will hold office until the next annual meeting of shareholders
and until their successors have been elected and qualified. Officers of the
Registrant are elected and serve until their death, resignation or removal by
the directors. There are no family relationships among the officers and
directors, other than the fact that John Kushay and Joan Kushay are husband
and wife, and there is no arrangement or understanding between the Company
(or any of its directors) and any other person pursuant to which that person
was or is to be selected as a director or officer.
David Miller, was appointed Chairman of the Board on July 29, 1997. Mr.
Miller has been engaged as a strategic consultant to the Company since its
organization. Prior to his consulting engagement, Mr. Miller had been a
strategic consultant to several companies, including Antares Resources
Corporation, since 1992, and Priority Capital Corporation since 1993. Since
1994, Mr. Miller has served as Chairman of the Board of Lite 'N Low, Inc.,
a holding company not actively engaged in business.
Samuel G. Weiss, Secretary, General Counsel and Director, has held these
positions with the Company since its organization. Effective May 1997, Mr.
Weiss was appointed interim President and Chief Executive Officer until such
time a replacement can be found. Since 1974, Mr. Weiss has been engaged in
the practice of law in Port Washington, New York. Mr. Weiss also served as
Secretary, General Counsel, and Director of Antares Resources from June 1993
to December 1996.
John P. Kushay, was appointed Treasurer and CFO in June 1996. Mr. Kushay was
elected a Director of the Company in June 1996. In May 1997, Mr. Kushay was
appointed Vice President. Prior to joining the Company, Mr. Kushay had been
Controller of International Operations, at Xpedite Systems, Inc., from
February 1994 through March 1996. From May 1990 to February 1994, he was
Controller at Tamco Systems, Inc.
Richard K. LeBlond III, was appointed Senior Vice President in June 1998.
Prior to joining JJFN Services, Mr. LeBlond was the Vice President for
Strategy and Business Development at the Avon Group, Inc., an insurance
brokerage concern, where he concentrated on credit related surety products,
since February 1997. From January 1990 to January 1997, Mr. LeBlond was a
self-employed sales, marketing and business development consultant,
specializing in media and communications business concerns. His services
included strategic business plan development, identification of business
prospects and sales strategy development.
Don B. Lederman, was appointed Vice President, Sales & Marketing in November
1996. Prior to joining the Company, Mr. Lederman had been Director - Sales &
Marketing, at K. Hovnanian Companies of Florida, since July 1993. From
September 1988 to July 1993, he was Project and Sales Manager at Kennedy
Properties, Ltd. He has over 14 years experience in the sales and marketing of
new homes, product design, community and land planning.
Joan E. Kushay, Assistant Secretary and Director, has held these positions
since the Company's organization. From June 1994 to November 1995, she was
employed as an executive assistant at XYZ Cleaning Contractors in Garden City,
New York. From February 1994 through June 1994, Ms. Kushay was employed by
Arrow Electronics Inc. of Melville, New York in shareholder and investor
relations and, from July 1988 to January 1994, by Action Staffing Inc., a
publicly held corporation located in Tampa, Florida, as Executive Assistant to
the Chairman. Ms. Kushay was also Assistant Secretary and Director of Antares
Resources from December 1994 to December 1996.
Ralph Wilson, Director, has held that position since the Company's
organization. From October 1990 through February 1995, Mr. Wilson was
President of Antares Resources Corporation and served as a director of that
company from December 1994 to December 1996. In addition, since 1971 Mr.
Wilson has been a principal officer of Comet Electronics Corp., A privately
owned manufacturer of subassemblies in Farmingdale, New York. Mr. Wilson
devotes only such time as is necessary to the business of the Company.
Kenneth MacKenzie, was elected a Director of the Company in November 1996.
From 1985 to 1996, Mr. MacKenzie served as co-executive director of The
Institute of Business Appraisers Inc. and President of Southeast Business
Investment Corp. of Boynton Beach, Florida. In January 1997, Mr. MacKenzie
founded Southeast Business Appraisal Corporation which specializes in
appraisals and valuations of businesses. Mr. MacKenzie devotes only such time
as is necessary to the business of the Company.
The Company considers Kenneth MacKenzie and Ralph Wilson to be independent
directors, as they are not employees and have no affiliation with the
promoters, officers or directors of the Company.
Reporting under Section 16
Based upon a review of the Forms 3, Forms 4 and Forms 5 furnished to the
Registrant with respect to its most recent fiscal year by its officers,
directors and holders of 10% or more of its outstanding Common Stock, the
following persons and entities failed to file on a timely basis reports
required by Section 16(a) of the Exchange Act during the fiscal year ended
June 30, 1998:
Name Type of Report Date filing Date filing
Required Made
David Miller Form 4 January 10, 1998 February 27, 1998
Samuel G. Weiss Form 4 January 10, 1998 February 27, 1998
John P. Kushay Form 4 January 10, 1998 February 27, 1998
Joan E. Kushay Form 4 January 10, 1998 February 27, 1998
Ralph Wilson Form 4 January 10, 1998 February 27, 1998
Kenneth MacKenzie Form 4 January 10, 1998 February 27, 1998
Don Lederman Form 4 January 10, 1998 February 27, 1998
Note: The Form 4 Report relates to the issuance of stock options. See Note 8
to the Company's Consolidated Financial Statements.
ITEM 11. EXECUTIVE COMPENSATION
Through June 30, 1998, compensation to current employees, consultants,
directors or officers of the Company were paid as follows:
David Miller $ 252,000 (1)
(1) Does not include 200,000 stock options granted in December 1997.
The Company reimbursed all employees, consultants, officers and directors
for out-of-pocket expenses incurred in the pursuit of their duties; such
reimbursements were $74,238 in the aggregate through June 30, 1998.
Effective January 1, 1998, the Company entered into an employment contract
with David Miller calling for his employment as Chairman for a period of ten
(10) years at a starting salary of $225,000 per year. On the same date, the
Company entered into any employment contract with John Kushay calling for his
employment as Vice President and Chief Financial Officer for a period of five
(5) years at a starting salary of $91,000 per year.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to the
beneficial ownership of the Company's Common Stock as of August 10, 1998, for
(i) each director, (ii) all directors and officers of the Company as a group,
(iii) each person known to the Company to own beneficially five percent (5%)
or more of the outstanding shares of the Company's Common Stock.
The persons named in the table have sole voting and investment power with
respect to all of the Common Stock shown as beneficially owned by them, subject
to community property laws where applicable.
Does not include options to purchase Common Stock which can not be exercised
within 60 days. See Note 7 of the Company's Consolidated Financial Statements.
Executive Officers and Directors Shares Owned Percentage Owned
- ------------------------------------- -------------- ----------------
David Miller 4,084,368 24.0%
3565 NW 61st Circle
Boca Raton, FL 33496
Samuel G. Weiss 154,165 0.9%
30 Main Street
Port Washington, NY 11050
Joan E. Kushay 154,200 0.9%
618 Cypress Green Circle
Wellington, FL 33414
Ralph Wilson 157,500 0.9%
7 Ensign Lane
Massapequa, NY 11758
-------------- ----------------
All directors and officers as a group 4,550,233 26.7%
-------------- ----------------
5% Stockholders Shares Owned Percentage Owned
- ------------------------------------- -------------- ----------------
Scott Miller 1,333,500 7.8%
3565 NW 61st Circle
Boca Raton, FL 33496
Rita Miller 1,333,500 7.8%
89 Middle Road
Sands Point, NY 11050
Helen Miller Irrevocable 1,250,000 7.3%
Trust No.1, Libo Fineberg, Trustee
3500 Gateway Drive
Pompano Beach, FL 33069
Lite 'N Low, Inc. 1,050,000 6.2%
50 Commercial Street
Plainview, NY 11803
Priority Capital 1,050,000 6.2%
50 Commercial Street
Plainview, NY 11803
Susan Schlapkohl 1,000,000 5.9%
199 Shelter Lane
Jupiter, FL 33469
See Item 3. LEGAL PROCEEDINGS
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During July 1996, the Company entered into an indemnity agreement with a
significant shareholder, which induced JJFN not to sell its shares in Antares.
The shareholder agreed that if JJFN, in the future, sold any shares at a
price less than the market value of the shares at their date of acquisition
($2.50 per share), the shareholder would contribute additional shares of
Antares common stock, or other property, having a fair market value equal to
such difference.
During September 1996, JJFN sold 485,000 shares of Antares, which were
acquired at a cost of $1,212,500, for $218,250, and in October 1996 sold
100,000 shares of Antares, which were acquired at a cost of $250,000, for
$21,000. Since the shareholder agreed to indemnify JJFN if the marketable
securities were sold at less than cost, no loss was recorded on the sale. The
deficiency of $1,223,250 was satisfied by offsetting $1,223,250 of loans due
to the shareholder.
The transaction is summarized as follows:
Original cost $1,462,500
Sale price (239,250)
-----------
Deficiency satisfied by offsetting loans due to shareholder $1,223,250
===========
Notes Payable - Stockholders
Stockholder loans payable arose from advances various stockholders have made
to the Company. The notes are payable on demand and accrue interest at 9%.
Interest on stockholder notes payable totaled $103,252 for the year ended June
30, 1998, $33,815 for the year ended June 30, 1997, and $82,109 for the period
November 2, 1995 through June 30, 1996. On June 30, 1996, stockholder loans
totaling $1,442,656 plus accrued interest of $103,265 were converted to
1,288,268 shares of the Company's common stock. At June 30, 1998 and June 30,
1997, stockholder loans of $1,025,907 were still outstanding.
The Company issued 2,101,094 warrants during the year ended June 30, 1998 and
1,026,000 warrants during the year ended June 30, 1997, to stockholders who
had made loans to the Company. The warrants are exercisable at the fair value
of the stock on the date the warrant was issued.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Financial Statements
Item Page Number
Index to consolidated financial statements F-1
Independent Auditors' Report F-2
Consolidated balance sheets as of June 30, 1998 and 1997 F-3 - F-4
Consolidated statements of operations for the year ended
June 30, 1998 and 1997 and for the period November 2, 1995
(date of incorporation) through June 30, 1996 F-5
Consolidated statements of stockholders' equity for the year ended
June 30, 1998 and 1997 and for the period November 2, 1995
(date of incorporation) through June 30, 1996 F-6
Consolidated statements of cash flows for the year ended
June 30, 1998 and 1997 and for the period November 2, 1995
(date of incorporation) through June 30, 1996 F-7
Notes to consolidated financial statements F-8 - F-25
Other schedules are either not applicable to the Registrant or have been
omitted because the required information is included in the financial
statements or notes thereto.
(b) Reports on Form 8-K
No reports on Form 8-K were filed in the fourth quarter of the fiscal year
ended June 30, 1998.
(c) Exhibits
(a) Exhibits
Incorporated by
Reference to Registration
Exhibit No. Statement 333-1842 Description
- ----------- ------------------------- -----------------------------------
2.1 X Merger Agreement between
the Company, JJFN Inc. and
Priority Financial, Inc. dated
December 29, 1995
3.1 X Company Certificate of
Incorporation, as amended
to date
3.2 X Company By-laws, as amended
to date
10.1 X Subscription Agreement between
JJFN and Tarlton Company Ltd.
10.2 X Consulting Agreement between
JJFN and Tarlton Company Ltd.
dated December 8, 1995
10.3 X Loan Agreement, Promissory Note and
Mortgage of the Company to Capital
Bank dated January 24, 1996
10.4 X Form of Sale and Lease-Back
Agreements between the Company and
K. Hovnanian Company of Florida, Inc.
10.6 X Purchase Agreement, Loan Agreement
and Consulting Agreements among JJFN
and Iron Eagle Contracting Corp.,
VJS International Holdings. and
Priority Capital Corp.
10.7 X Agreement reforming the
Purchase Agreement
between JJFN and Iron
Eagle Contracting Corp.
10.8 X Form of Purchase Agreement, Lease and
and Exclusive Sale Agreement between
the Company and Engle Homes Inc.
Incorporated by
Reference to Form
Exhibit No. 10K June 30, 1997 Description
- ----------- ------------------------- -----------------------------------
10.9 X Purchase Contract, Option Contract
and Development Contract with Engle
Homes, dated September 18, 1996.
10.10 X Loan Agreement with Capital Bank
dated September 18, 1996.
10.11 X Loan Agreement with Capital Bank
dated July 31, 1996.
10.12 X Employment Contract with David
Miller dated as of July 29, 1997.
10.13 X Incentive Stock Plan of the Company.
11.1 (Filed herewith) Statement regarding computation of
per share earnings.
12.1 (Filed herewith) Schedule identifying schedules
omitted
21.1 (Filed herewith) List of Company subsidiaries.
27 (Filed herewith) Financial Data Schedule
(d) Financial Schedules
None applicable.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
JJFN SERVICES, INC.
By: /s/Samuel G. Weiss
Samuel G. Weiss, President, Chief Executive Officer
By: _/s/John P. Kushay
John P. Kushay, Treasurer,
Chief Financial Officer and
Chief Accounting Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
/s/David Miller Dated: August 19, 1998
David Miller, Director
/s/Samuel G. Weiss Dated: August 19, 1998
Samuel G. Weiss, Director
/s/Joan E. Kushay Dated: August 19, 1998
Joan E. Kushay, Director
/s/John P. Kushay Dated: August 19, 1998
John P. Kushay, Director
/s/Ralph Wilson Dated: August 19, 1998
Ralph Wilson, Director
/s/Kenneth MacKenzie Dated: August 19, 1998
Kenneth MacKenzie, Director
JJFN SERVICES, INC.
AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
Independent auditors Report F-2
Consolidated balance sheets as of June 30, 1998 and 1997 F-3 - F-4
Consolidated statements of operations for the years ended June 30,
1998 and 1997, and for the period November 2, 1995 (date of
incorporation) through June 30, 1996 F-5
Consolidated statements of stockholders equity for the years
ended June 30, 1998 and 1997, and for the period November 2, 1995
(date of incorporation) through June 30, 1996 F-6
Consolidated statements of cash flows for the years ended June
30, 1998 and 1997, and for the period November 2, 1995 (date of
incorporation) through June 30, 1996 F-7
Notes to consolidated financial statements F-8 - F-25
F-1
INDEPENDENT AUDITORS REPORT
The Board of Directors
JJFN Services, Inc. and subsidiaries
Boca Raton, Florida
We have audited the accompanying consolidated balance sheets of JJFN Services,
Inc. and subsidiaries as of June 30, 1998 and 1997, and the related
consolidated statements of operations, stockholders equity, and cash flows
for the years ended June 30, 1998 and 1997, and for the period November 2,
1995 (date of incorporation) through June 30, 1996. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of JJFN Services,
Inc. and subsidiaries as of June 30, 1998 and 1997, and the results of its
consolidated operations and its consolidated cash flows for the years ended
June 30, 1998 and 1997, and for the period November 2, 1995 (date of
incorporation) through June 30, 1996, in conformity with generally accepted
accounting principles.
HORTON & COMPANY, L.L.C.
Wayne, New Jersey
August 3, 1998
F-2
JJFN SERVICES, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
June 30,
--------------------------
1998 1997
--------------------------
Revenue producing assets:
Model homes on lease, at cost, net of
accumulated depreciation of $906,679 in 1998,
and $484,176 in 1997 $ 37,781,052 $ 20,925,073
Real estate under contract for development
and sale - 8,591,956
----------- -----------
Total revenue producing assets 37,781,052 29,517,029
----------- -----------
Other assets:
Cash 365,227 831,266
Net assets realizable on divestiture 1,100,000 1,312,500
Deferred charges and goodwill 845,700 606,962
Other 94,097 162,538
----------- -----------
Total other assets 2,405,024 2,913,266
----------- -----------
Total assets $40,186,076 $32,430,295
=========== ===========
See notes to consolidated financial statements
F-3
JJFN SERVICES, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
June 30,
--------------------------
1998 1997
--------------------------
Liabilities:
Mortgages payable $ 30,512,635 $ 22,632,465
Accounts payable and accrued expenses 481,763 467,214
Unearned rental revenue 203,367 215,343
Stockholder loans 1,025,907 1,025,907
----------- -----------
Total liabilities 32,223,672 24,340,929
----------- -----------
Commitments - -
Stockholders' equity:
Convertible preferred stock, $.01 par value
25,000,000 shares authorized,
400,000 shares issued and outstanding
in 1998 and 1997 4,000 4,000
Common stock, $.001 par value
50,000,000 shares authorized
17,012,005 shares issued,
16,934,085 outstanding in 1998 17,012 -
16,811,990 shares issued and outstanding in 1997 - 16,812
Additional paid-in capital 8,346,552 8,296,049
Treasury stock, 77,920 shares at cost (20,354) -
Accumulated deficit (384,806) (227,495)
----------- -----------
Total stockholders' equity 7,962,404 8,089,366
----------- -----------
Total liabilities and stockholders' equity $40,186,076 $32,430,295
=========== ===========
See notes to consolidated financial statements
F-4
JJFN SERVICES, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
November 2, 1995
(date of
Year Ended June 30, incorporation)
------------------------- through
1998 1997 June 30, 1996
------------ ----------- -------------
Revenues:
Lease revenue $ 3,544,793 $ 2,068,450 $ 418,507
Land development income 8,771 824,207 -
Sales of model homes 9,027,514 4,528,600 515,000
Land development sales 8,591,956 - -
Interest income 129,488 103,681 5,411
Gain on sale of marketable securities - - 26,250
------------ ----------- -------------
21,302,522 7,524,938 965,168
------------ ----------- -------------
Costs and expenses:
Interest and financing costs 2,134,870 1,660,803 249,038
Cost of model homes sold 8,701,169 4,448,915 507,244
Cost of land development 8,591,956 - -
Corporate 1,147,978 1,057,849 246,599
------------ ----------- -------------
20,575,973 7,167,567 1,002,881
------------ ----------- -------------
Income(loss) before depreciation
and amortization 726,549 357,371 (37,713)
------------ ----------- -------------
Depreciation and amortization 1,181,860 707,345 124,682
------------ ----------- -------------
Loss from continuing operations
before income tax benefit (455,311) (349,974) (162,395)
Income tax benefit 298,000 77,000 -
------------ ----------- -------------
Loss from continuing operations (157,311) (272,974) (162,395)
Discontinued operations, net of taxes:
Loss from divested operations - (54,444) (22,558)
Gain on disposal of divested operations - 284,876 -
------------ ----------- -------------
- 230,432 (22,558)
------------ ----------- -------------
Net loss (157,311) (42,542) (184,953)
Preferred stock distribution - 5,000 40,000
------------ ----------- -------------
Loss applicable to
common shareholders $ (157,311) $ (47,542) $ (224,953)
============ =========== =============
Earnings (loss) per share data:
Continuing operations $ (0.01) $ (0.01) $ (0.02)
Divested operations - 0.01 -
------------ ----------- -------------
Net loss per share $ (0.01) $ 0.00 $ (0.02)
============ =========== =============
See notes to consolidated financial statements
F-5
JJFN SERVICES, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
For the years ended June 30, 1998 and 1997, and for the period
November 2, 1995 (date of incorporation) through June 30, 1996
Preferred stock Common Stock
------------------ ---------------------
Shares Amount Shares Amount
-------- -------- ---------- --------
Common stock issued at inception - $ - 10,000,000 $10,000
Preferred stock issued 400,000 4,000 - -
Preferred distributions - - - -
Common stock issued in merger - - 4,084,990 4,085
Common stock issued under
option and consulting agreements - - 125,000 125
Common stock issued in conversion
of line of credit and stockholder loans - - 1,750,000 1,750
Net loss - - - -
-------- -------- ---------- --------
Balances, June 30, 1996 400,000 4,000 15,959,990 15,960
-------- -------- ---------- --------
Common stock issued under
option agreements - - 700,000 700
Common stock issued in
satisfaction of expenses - - 152,000 152
Preferred Distributions - - - -
Net loss - - - -
-------- -------- ---------- --------
Balances, June 30, 1997 400,000 $ 4,000 16,811,990 $ 16,812
-------- -------- ---------- --------
Common stock issued in satisfaction
of expenses - - 200,015 200
Net loss - - - -
-------- -------- ---------- --------
Balances, June 30, 1998 400,000 $ 4,000 17,012,005 $ 17,012
======== ======== ========== ========
Additional Treasury Stock
Paid-In ---------------- Accumulated
Capital Shares Amount Deficit
---------- ---------------- ----------
Common stock issued at inception $1,490,000 - $ - $ -
Preferred stock issued 996,000 - - -
Preferred distributions (40,000) - - -
Common stock issued in merger 3,760,296 - - -
Common stock issued under
option and consulting agreements 149,875 - - -
Common stock issued in conversion
of line of credit and stockholder
loans 1,867,064 - - -
Net loss - - - (184,953)
---------- ---------------- -----------
Balances, June 30, 1996 8,223,235 - - (184,953)
---------- ---------------- -----------
Common stock issued under
option agreements - - - -
Common stock issued in
satisfaction of expenses 77,814 - - -
Preferred Distributions (5,000) - - -
Net loss - - - (42,542)
---------- ---------------- -----------
Balances, June 30, 1997 $8,296,049 - - $ (227,495)
---------- ---------------- -----------
Common stock issued in
payment of indebtedness 50,503 - - -
Treasury stock purchased - (77,920) (20,354) -
Net loss - - - (157,311)
---------- ------------------ -----------
Balances, June 30, 1998 $8,346,552 (77,920) $(20,354) $ (384,806)
========== ================== ===========
See notes to consolidated financial statements
F-6
JJFN SERVICES, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
11/2/95
(date of
Year Ended June 30, incorp.)
--------------------- through
1998 1997 6/30/96
---------- ---------- ----------
Net loss $(157,311) $ (42,542) $(184,953)
Adjustments to reconcile net loss to net cash ---------- ---------- ----------
provided by (used in) operating activities:
Amortization expense 455,911 242,050 27,863
Depreciation expense 725,949 465,295 96,819
Non-cash expenses of divested operations - 28,618 13,504
Gain on sale of model homes (326,345) (79,685) (7,756)
Gain on sale of marketable securities - - (26,250)
Gain on sale of divested operations - (284,876) -
Operating expenses satisfied through issuance
of common stock 50,703 77,966 -
Changes in assets and liabilities, net of
effects from business combination:
Increase in net operating assets of
divested segment - (224,175) (185,981)
Increase in miscellaneous assets 54,896 59,577 62,176
Increase in deferred income tax asset (298,000) (77,000) -
Increase in accounts payable and
accrued expenses 14,550 345,475 18,763
Increase in unearned rental revenue (11,976) 155,207 60,136
---------- ---------- ----------
Total adjustments 665,688 708,452 59,274
---------- ---------- ----------
Net cash provided by (used in)
operating activities 508,377 665,910 (125,679)
---------- ---------- ----------
Cash flows from investing activities:
Cash acquired in business combination - - 1,044,480
Purchase of model homes and real estate (7,840,827)(4,442,544)(2,018,818)
Proceeds from sale of model homes 8,929,429 4,457,977 229,520
Proceeds from sale of land 1,716,956 - -
Proceeds from sale of marketable securities - 239,250 313,750
Capital expenditures (607) (27,838) (53,568)
Acquisition costs - - (36,121)
Proceeds from note receivable of
divested segment 212,500 - -
---------- ---------- ----------
Net cash provided by (used in)
investing activities 3,017,451 226,845 (520,757)
---------- ---------- ----------
Cash flows from financing activities:
Proceeds from mortgages payable 3,981,691 1,577,688 1,383,099
Principal payments on mortgages payable (7,614,045)(3,846,200) (148,462)
Deferred finance charges (330,829) (254,400) (104,579)
Deferred offering costs (8,330) - -
Proceeds from stockholder loans - 1,705,000 158,250
Loans from affiliates - - 158,851
Preferred distributions - (15,000) (30,000)
Proceeds from issuance of common stock - 700 -
Purchase of treasury stock (20,354) - -
---------- ---------- ----------
Net cash provided by (used in)
financing activities (3,991,867) (832,212) 1,417,159
---------- ---------- ----------
Net increase (decrease) in cash (466,039) 60,543 770,723
Cash at beginning of period 831,266 770,723 -
---------- ---------- ----------
Cash at end of period $ 365,227 $ 831,266 $ 770,723
========== ========== ==========
See notes to consolidated financial statements
F-7
JJFN SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended June 30, 1998 and 1997, and for the period
November 2, 1995 (date of incorporation) through June 30, 1996
1. Summary of significant accounting policies
This summary of significant accounting policies of JJFN Services, Inc. and
subsidiaries (hereinafter JJFN or the Company) is presented to assist in
understanding the consolidated financial statements. The consolidated
financial statements and notes are representations of the Company's
management, which is responsible for their integrity and objectivity. These
accounting policies conform to generally accepted accounting principles and
have been consistently applied in the preparation of the consolidated
financial statements.
Use of estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of financial statements, and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Principles of consolidation
The accompanying consolidated financial statements include the accounts of
JJFN Services, Inc. for the years ended June 30, 1998 and 1997, and for the
period November 2, 1995 (date of incorporation) through June 30, 1996, and of
its inactive, wholly-owned subsidiary, JJFN Holdings, Inc. (Holdings) from
its date of acquisition, May 15, 1996 (Note 2) and of its wholly-owned
subsidiary, Model Funding I, L.L.C. (MFI) from its date of inception, July 7,
1997. Intercompany transactions and balances have been eliminated in
consolidation.
History and business activity
The Company is engaged in two lines of business, both with major homebuilders
and real estate developers:
1) The purchase and leaseback of fully-furnished model homes.
2) The contract acquisition, development and sale of real estate.
From its inception through June 30, 1998, the Company has purchased a total of
246 model homes and sold 75, resulting in a portfolio of 171 model homes
owned at June 30, 1998. All such purchases have been from seven
nationally-known, publicly-traded homebuilders and real estate developers.
Concurrent therewith, the Company entered into arrangements to lease the
units back to the builders under operating lease agreements (Note 4). The
Company also acquired and sold a tract of land which was being developed by a
homebuilder (Note 4).
F-8
1. Summary of significant accounting policies (continued)
Bankruptcy-remote special-purpose subsidiary
During 1997, the Company formed Model Funding I, L.L.C. (MFI), a wholly-owned,
bankruptcy-remote, special-purpose subsidiary. A bankruptcy-remote entity is
established in a fashion intended to minimize the possibility that the entity
could become a debtor in a bankruptcy or insolvency proceeding. A
special-purpose entity is established with a limited purpose. It is
generally not authorized under its certificate of incorporation to incur
liabilities or engage in business except in ways that are necessary or
advisable in connection with the securitization in which it is to be
involved. MFI was formed for the exclusive purpose of acquiring model homes
and leasing them back to a single major real estate developer and homebuilder
until such time as they are sold to third parties.
On March 31, 1998, MFI acquired 29 model homes from the homebuilder for an
aggregate purchase price of $7,091,507. Simultaneously, MFI closed on a
$10,000,000 revolving credit facility (Note 5) with a New England financial
institution (a financial services subsidiary of a major U.S. industrial
corporation) and utilized $5.8 million of the facility to finance the
acquisition. On April 29 and 30, 1998, MFI acquired an additional 17 model
homes from the homebuilder for an aggregate purchase price of $4,081,484.
MFI utilized an additional $3,627,000 of the revolving credit facility to
finance the acquisition. The balance necessary to effect the purchases was
provided by the Company on a subordinated basis as required by the loan
agreements. The interest on the loan is based on two-year treasuries plus a
premium fixed at closing.
MFI and the financial institution have mutually agreed to increase the credit
facility up to $20 million for this homebuilder as additional model homes are
acquired. The loan agreements impose severe restrictions applicable only to
MFI. These restrictions are not applicable to the Company. The restrictive
covenants impose limits on the following: (a) employees, (b) operating
costs, (c) asset acquisitions, (d) a single lessee, (e) minimum dollar value
of lease payments, (f) incurring additional debt without prior approval, and
(g) transaction duration.
Due to the limited nature and short life of MFI's business and the restrictive
covenants of the loan documents, MFI has elected not to depreciate the model
homes acquired.
Fair value of financial instruments
The Financial Accounting Standards Board (FASB) issued Statement of Financial
Accounting Standards (SFAS) No. 107, disclosure about Fair Value of Financial
Instruments, which requires the disclosure of the fair market value of off-
and on-balance sheet financial instruments. The carrying value of all
financial instruments, including long- term and short-term debt, cash and
temporary cash investments, approximates their fair value at year end.
Year 2000
The Company recognizes the need to ensure its operations will not be adversely
impacted by Year 2000 software failures. Software failures due to processing
errors potentially arising from calculations using the Year 2000 date are a
known risk. The Company has addressed this risk to the availability and
integrity of financial systems and the reliability of operational systems.
The Company believes that it will not be adversely affected by the Year 2000
conversion.
F-9
1. Summary of significant accounting policies (continued)
Concentration of credit risk
Financial instruments, which potentially subject the Company to concentration
of credit risk, consist principally of cash and net assets realizable on
divestiture which consists of a note receivable (Note 11).
At June 30, 1998, the Company had cash balances with two banks which were, in
the aggregate, $84,793 in excess of the $100,000 limit insured by the Federal
Deposit Insurance Corporation. In addition, there is off-balance sheet risk
to the extent of outstanding checks. Based on credit analysis of the
financial institutions with which it does business, the Company believes it
is not exposed to any significant credit risk on cash. The Company also has
one cash account with a restricted balance of $50,000 at June 30, 1998.
Through June 30, 1998, the model homes that the Company has purchased are
located in Florida, Colorado, North Carolina, Virginia, Texas, New Jersey,
New York, Georgia and Pennsylvania. All such homes have been leased to seven
different major homebuilders and real estate developers (Note 4).
Depreciation
Property and equipment are carried at cost. Depreciation is provided on the
straight-line method over the following estimated useful lives:
Model homes on lease 30 years
Office furniture and equipment 5 years
(included in miscellaneous other assets)
Maintenance and repairs are the responsibility of the lessee under the terms
of the leases. Gains or losses or disposition of model homes are included in
income.
Depreciation expense was $725,949, $465,295 and $96,819 for the years ended
June 30, 1998, 1997 and for the period November 2, 1995 (date of
incorporation) through June 30, 1996, respectively.
Accounting standards changes
In March 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 121 accounting for the Impairment of
long-lived Assets and for long-lived Assets to be Disposed of ("SFAS 121")
which is effective for fiscal years beginning after December 15, 1995. The
Company has adopted SFAS 121 for the fiscal year beginning July 1, 1996.
However, its adoption has not had any material impact on the Company's
consolidated financial position. SFAS 121 provides additional guidance on
when long-lived assets should be reviewed for possible impairment, how
impairment losses should be measured and when such losses should be
recognized. In addition to long-lived assets, SFAS 121 amended the
accounting standards for valuing real estate assets to the lower of cost or
fair value less cost to sell (for certain assets the lower of cost or fair
value) from the lower of cost or net realizable value.
F-10
1. Summary of significant accounting policies (continued)
Accounting standards changes (continued)
In October 1995, the Financial Accounting Standards Board issued accounting
for Stock Based Compensation ("SFAS 123") which is effective for fiscal years
beginning after December 15, 1995. With respect to stock options granted to
employees, SFAS 123 permits companies to continue using the accounting method
promulgated by the Accounting Principles Board Opinion No. 25 (APB 25),
accounting for Stock Issued to Employees to measure compensation or to adopt
the fair value-based method prescribed by SFAS 123. The Company has elected
to continue to account for stock-based compensation in accordance with APB 25
and therefore, SFAS 123 has no effect on the financial statements of the
Company for the year ended June 30, 1997. Under APB 25, the Company does not
recognize compensation expense for its stock option plans as options are
granted at an exercise price equal to, or greater than, the market price, the
Company would then recognize compensation expense in an amount equal to the
excess of the market value of the underlying stock over the exercise price of
the stock option. If the APB 25 method is continued and if the differences
are material, pro forma disclosures are required as if SFAS 123 accounting
provisions were followed. No pro forma disclosures have been presented
since, in the opinion of management, the effect of the application of such
provision is immaterial to the financial statements for the years ended June
30, 1998 and 1997, and the period ended June 30, 1996.
In June 1997, the Financial Accounting Standards Board issued reporting
Comprehensive Income ("SFAS 130") which is effective for years beginning after
December 15, 1997. This statement establishes standards for reporting and
display of comprehensive income and its components in a full set of
general-purpose financial statements. Comprehensive income consists of
foreign currency translation adjustments, unrealized gain and losses on
certain investments in debt and equity securities and minimum pension
liability adjustments. The Company currently has no items of comprehensive
income and therefore is not required to adopt SFAS 130.
Loss per common share
Loss per common share is computed by dividing the net loss applicable to
common stock shareholders by the weighed average number of shares of common
stock outstanding during the period. For the years ended June 30, 1998 and
1997, the weighted average number of shares used in the calculation was
16,911,168 and 16,551,091, respectively. For the period November 2, 1995
through June 30, 1996, the weighted average number of shares used in the
calculation was 10,801,114. Basic loss per common share does not include the
effect of common stock equivalents because the effect of such inclusion would
be to reduce loss per common share. Diluted loss per share amounts are not
presented because they are anti-dilutive.
In February 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards earnings Per Share, ("SFAS 128") which require
companies to present basic earnings per share (EPS) and diluted earnings per
share, instead of the primary and fully diluted EPS that was formerly
required. The new standard requires additional informational disclosures,
and also makes certain modifications to the currently applicable EPS
calculations defined in Accounting Principles Board No. 15. The new standard
is required to be adopted by all public companies for reporting periods
ending after December 15, 1997, and requires restatement of EPS for all prior
periods reported. Under the requirements of SFAS 128, the Company's basic
loss per share for the year ended June 30, 1997 and 1998 and the period
November 2, 1995 through June 30, 1996 remains the same.
F-11
1. Summary of significant accounting policies (continued)
Reclassifications
Certain reclassifications have been made to the 1997 financial statements to
conform the 1998 presentation.
2. Business combination
In a statutory merger which became effective May 15, 1996, the Company
acquired all of the stock of Holdings in exchange for 4,084,990 shares of its
$.001 par value common stock. The value of the stock issued was $3,764,381,
based on the fair market value of the net assets acquired. The acquisition
has been accounted for under the purchase method and accordingly, the
operating results of Holdings and its wholly-owned subsidiary, Iron Eagle
Contracting and Mechanical, Inc. (IECM), have been included in the
consolidated operating results since the date of acquisition. Effective
October 1, 1996, the Company divested itself of the operations of IECM (Note
11).
Holdings was a publicly-held company which was inactive until it commenced
operations as a construction contractor through its wholly-owned subsidiary,
IECM, on December 29, 1995. Under the terms of the merger agreement,
Priority Financial, Inc. (PFI), a wholly- owned subsidiary of the Company,
merged into Holdings which became the surviving subsidiary corporation. On
the effective date of the merger, each non-dissenting Holdings shareholder
received one share of the Company's common stock for each 50 shares of
preferred stock owned. On the effective date of the merger, the Company also
assumed the rights and obligations of Holdings.
The merger agreement also provided that the Company file a registration
statement with the Securities and Exchange Commission in order to register
all shares issued, or to be issued, to Holdings shareholders. The
registration statement became effective on May 8, 1996, and the merger was
completed on May 15, 1996. As a result, JJFN Services, Inc. became a
publicly-held company.
The following unaudited information has been prepared on a pro forma basis as
if Holdings had been acquired as of the beginning of the period November 2,
1995 through June 30, 1996:
Revenues $ 1,318,007
Costs and expenses 1,882,084
------------
Loss from operations (564,077)
Other income 38,143
------------
Net loss $ (525,934)
============
Net loss per share $ (.04)
============
Average shares outstanding 14,050,871
============
The pro forma financial information is presented for informational purposes
only and is not necessarily indicative of the operating results that would
have occurred had the Holding acquisition been consummated as of the
beginning of the period presented, nor are they necessarily indicative of
future operating results.
F-12
3. Deferred charges and goodwill
Deferred charges and goodwill consist of the following:
June 30,
-----------------------
1998 1997
-------- --------
Deferred finance charges $373,712 $429,191
Deferred offering costs 62,160 53,829
Deferred income tax asset 375,000 77,000
Goodwill 34,828 46,942
-------- --------
$845,700 $606,962
======== ========
Deferred finance charges are carried at cost. Amortization is provided on the
straight-line method over the lives of the loans to which the deferred
finance charges relate. Amortization expense of deferred finance charges was
$443,797 for the year ended June 30, 1998, $229,936 for the year ended June
30, 1997 and $26,349 for the period ended June 30, 1996. Accumulated
amortization of deferred finance charges totaled $697,783 and $256,285 at June
30, 1998 and 1997, respectively.
Goodwill is carried at cost and is being amortized over a fifteen-year period.
For the years ended June 30, 1998 and 1997, and for the period ended June 30,
1996, amortization expense of goodwill totaled $12,114, $12,114 and $1,514,
respectively. Accumulated amortization of goodwill was $25,742 and $13,628
at June 30, 1998 and 1997, respectively.
4. Leasing and option fee arrangements
Leasing arrangements
The Company has entered into a series of operating leases with seven different
major homebuilders and real estate developers (the Lessee) (Note 1) which
provide for monthly lease payments equal to 1% of the Company's purchase
price of each premises. Under the terms of the lease agreements, all
expenses arising during the term of the lease shall be paid by the Lessee
including, but not limited to, utilities, homeowner association assessments,
maintenance, insurance and real estate taxes. Monthly revenue from leases
existing at June 30, 1998, 1997 and 1996 was $386,877, $214,093 and $113,293,
respectively.
The leases terminate only upon the sale of the model homes. In connection
therewith, the Company has entered into listing agreements with brokerage
affiliates of some of the Lessees. Such agreements specify that the
commission to the affiliate shall range from 2% to 5% of the sales price of
the home. The agreements also provide for sales incentives to the brokers.
The sales price may not be less than the original cash closing purchase price
unless the Lessee elects to fund any deficiency at the closing.
F-13
4. Leasing and option free arrangements (continued)
Leasing agreements (continued)
The Lessees have provided surety bonds, letters of credit or cash in order to
assure the performance of their obligations. The financial instruments
provided by Lessees are equal to 5% of the Company's purchase price including
related costs.
For the year ended June 30, 1998, the Company sold 49 of its model homes for a
total sales price of $9,027,514. The Company recognized a net gain on the
sales of $326,345. For the year ended June 30, 1997, the Company sold 23 of
its model homes for a total sales price of $4,528,600. The Company
recognized a net gain on the sales of $79,685. During the period November 2,
1995 through June 30, 1996, the Company sold three of its model homes for a
total sales price of $515,000. The Company recognized a net gain on the sales
of $7,756.
Option fee arrangements
During September 1996, the Company acquired a 70-acre tract of land to be
developed by a homebuilder for 370 residential units at a cost of $8,591,956.
In addition, the Company entered into a development agreement to reimburse
the homebuilder up to a maximum of $4,500,000 for site development costs.
Any excess costs are for the sole account of the homebuilder. In addition,
the Company entered into a purchase option agreement whereby the developer
agreed to purchase the property on a finished-lot basis over a scheduled
three- year period and to provide a $1,719,000 deposit and post a performance
bond to secure their performance under the development agreement. During the
period from the Company's original acquisition of the land until the
developer purchases the finished lots, the developer was obligated to pay a
non-refundable monthly option fee equal to 1% of the Company's total costs
including acquisition cost, closing costs, plus sums paid under the
development agreement.
During June 1997, the Company was advised by the homebuilder that it was
electing to fully exercise its option to purchase the approximate 70-acre
tract of land being developed for 370 residential units and terminate the
development agreement. The homebuilder exercised the option on July 3, 1997,
and purchased the property for the sum of $8,591,956.
F-14
4. Leasing and option free arrangements (continued)
Major customers
Revenues derived from two lessees, Hovnanian Enterprises, Inc. and
subsidiaries (Hovnanian) and Engle Homes, Inc. and subsidiaries (Engle),
represent 87%, 86% and 100% of total lease and option fee revenue for the
years ended June 30, 1998, June 30, 1997, and the period ended June 30, 1996,
respectively. Summaries of operating results and net assets of Hovnanian and
Engle follows:
Hovnanian Enterprises, Inc. and subsidiaries
Results of Operations
(In thousands) Six-months ended Year ended October 31,
April 30, 1998 1997 1996 1995
---------------- -------- -------- --------
Revenues $212,320 $784,136 $807,464 $777,745
Operating expenses $204,710 $796,260 $782,458 $756,091
Net income (loss) $ 5,013 $ (6,970) $ 17,287 $ 14,128
Total assets $624,906 $637,082 $614,111 $645,378
Total liabilities $435,098 $458,320 $420,489 $469,043
Total stockholders equity $189,808 $178,762 $193,622 $176,335
Engle Homes, Inc. and subsidiaries
Results of Operations
(In thousands) Six-months ended Year ended October 31,
April 30, 1998 1997 1996 1995
---------------- -------- -------- --------
Revenues $214,752 $425,295 $332,088 $244,528
Operating expenses $203,996 $403,396 $318,387 $234,992
Net income $ 5,805 $ 13,468 $ 8,495 $ 5,912
Total assets $405,749 $288,412 $284,789 $251,918
Total liabilities $252,457 $195,232 $203,297 $177,812
Total stockholders equity $153,292 $ 93,180 $ 81,492 $ 74,106
F-15
5. Mortgages payable
Mortgages payable consist of the following:
June 30,
1998 1997
---------- -----------
Mortgage payable to a bank, bearing interest at prime $12,051,393 $ 9,649,109
plus 1/2% for Florida properties and prime plus 1%
for non-Florida properties, with interest only
payable monthly. The note is part of a revolving
loan agreement with a limit of $15 million at June 30,
1998 and $13 million at June 30, 1997, which is
payable on July 31, 1999. Upon renewal of the
facility in July 1998, the interest rate was reduced
to prime for Florida properties and prime plus 1/2% for
non-Florida properties. The loan is secured by model
homes purchased and by the related leases described
in Note 4.
Mortgage payable to a New England financial 9,418,437 -
institution, bearing interest from 8.7% to 8.8%
payable in monthly installments totaling $94,497.
The notes are part of a $10 million revolving loan
agreement which is payable in September and October of
2000. The loan is secured by model homes purchased
and by the related leases described in Note 4.
Mortgage payable to a bank, bearing interest at the 5,410,053 -
banks prime rate plus 1% with interest only payable
monthly. The note is part of an $8 million revolving
loan agreement which is payable on January 31, 2000.
The loan is secured by model homes purchased and by
the related leases described in Note 4.
Mortgage payable to a bank in monthly installments of 1,498,865 2,156,062
$32,191, including interest at 9.25%, until maturity
in April 1999. The loan is secured by model homes
purchased and by the related leases described in Note 4.
Mortgage payable to a bank, bearing interest at 7.95% 976,908 -
with interest only payable monthly. The note is part
of a $1.2 million revolving loan agreement which is
payable on March 26, 2000. The loan is secured by
model homes purchased and by the related leases
described in Note 4.
Mortgage payable to a bank in monthly installments of 731,458 -
$10,100, including interest at 9.5%, until maturity
in June 2000 when the remaining principal balance
will be paid. The loan is secured by model homes
purchased and by the related leases described in Note 4.
Mortgage payable to a bank in monthly installments of 243,071 416,499
$5,502, including interest at 9.25%, until maturity
in January 2000. The loan is secured by model homes
purchased and by the related leases described in Note 4.
Mortgage payable to a bank in monthly installments of 182,450 801,557
$5,063, plus interest at the LIBOR rate plus 2.85%,
until maturity in June 1998. The loan is secured by
model homes purchased and by the related leases
described in Note 4. The Company is currently in the
process of refinancing this mortgage payable. This
loan was repaid in full in July 1998.
F-16
5. Mortgages payable (continued)
June 30,
1998 1997
---------- -----------
Mortgage payable to a bank, bearing interest at prime - $ 6,875,000
plus 1% with interest only payable monthly. The loan
balance is due October 1997. The loan is secured by
real estate purchased and by a related opinion fee
agreement described in Note 4. This loan was repaid
in-full in July 1997.
Mortgage payable to a bank, bearing interest at 8.625% - 1,532,235
with interest only payable monthly. The loan balance
is due May 1998. The loan is secured by model homes
purchased and by the related leases described in Note 4.
This loan was repaid in full in January 1998.
Mortgage payable to a bank, bearing interest at prime - 1,202,003
plus 1% with interest only payable monthly. The loan
balance is due February 1998. The loan is secured by
model homes purchased and by the related leases
described in Note 4. This loan was repaid in full in
January 1998.
----------- -----------
$30,512,635 $22,632,465
=========== ===========
At June 30, 1998, maturities of mortgages payable are as follows:
Year ending June 30, 1999 $ 2,087,560
Year ending June 30, 2000 19,682,972
Year ending June 30, 2001 8,742,103
------------
$30,512,635
============
6. Stockholder loans payable
Stockholder loans payable arose from advances various stockholders made to the
Company. The notes are payable on demand and accrue interest at 9%.
Interest on stockholder notes payable totaled $103,252 for the year ended
June 30, 1998, $33,815 for the year ended June 30, 1997, and $82,109 for the
period November 2, 1995 through June 30, 1996. On June 30, 1996, the
stockholder loans totaling $1,442,656 plus accrued interest of $103,265 were
converted to 1,288,268 shares of the Company's common stock.
During the years ended June 30, 1998 and 1997, the Company issued a total of
2,101,094 and 1,026,000 warrants, respectively, to stockholders who had made
loans to the Company. The warrants are exercisable at the fair value of the
stock on the date the warrant was issued. The exercise price ranges from
$0.12 to $0.47 per share. To date, none of the warrants have been exercised.
Under the terms of an indemnity agreement described in Note 10, during
September and October 1996, $1,223,250 of stockholder loans were utilized to
offset stockholder obligations which arose from sales of marketable securities.
F-17
7. Stockholders equity
Convertible preferred stock
On November 2, 1995, the Company issued 400,000 shares of its 6% participating
non-cumulative preferred stock. Each share is convertible into one share of
the Company's common stock commencing in December 1996. Dividends may be
declared on the basis of a 50% participation in the rental revenue stream up
to $60,000 per year. The preferred stock is redeemable at the option of the
Company, on the basis of 105% within the first six-month period, 104% within
the second six-month period, 103% within the third six-month period, 102%
within the fourth six-month period, 101% within the fifth six-month period and
100% thereafter.
The Company paid regular quarterly distributions of $15,000 in February, May,
and July 1996. Through June 30, 1996, $10,000 was accrued as a preferred
distribution payable. All distributions paid and accrued have been made out
of additional paid-in capital due to the lack of available retained earnings.
No dividends have been declared or paid since July 1996, as a result of a
dispute as to which of two unaffiliated parties were entitled to receive the
dividends. During July 1998, the Company's Chairman acquired the preferred
stock thereby ending the dispute.
Warrants
In conjunction with a loan agreement entered into by a former subsidiary, IECM
(Notes 2 and 11) in December 1995, the Company issued 1,200,000 warrants
which are convertible into 1,200,000 shares of the Company's common stock at
$.001 per share. In August 1996, 700,000 warrants were exercised and the
Company issued 700,000 shares of common stock.
Stock option plan
During August 1996, the Company established an Equity Incentive Plan (the
Plan) to attract and retain key employees, to provide an incentive for them
to achieve long-range performance goals and to enable them to participate in
the long-term growth of the Company. Under the terms of the plan, the
Company may award Incentive Stock Options which are intended to qualify under
Section 422A of the Internal Revenue Code.
During October 1996, the Company awarded a total of 450,000 stock options to
purchase common stock at an option price of $.125 per share. During May
1997, 200,000 of the options previously awarded were canceled and the Company
awarded a total of 725,000 additional options to purchase common stock at an
option price of $0.25 per share. During December 1997, the Company awarded a
total of 700,000 options to purchase common stock at an option price of $0.14
per share. All such options may be exercised during a four-year period
commencing one year from the date of the option grant and terminating five
years from date of issuance.
F-18
8. Income taxes
The Company has net operating losses available for carryforward to offset
future years taxable income. The amounts and dates of expiration are as
follows:
June 30,
--------
2008 $ 69,550
2009 68,450
2010 393,869
2011 263,033
2012 455,311
------------
$1,250,213
============
Deferred income taxes arise from temporary differences in reporting assets and
liabilities for income tax and financial accounting purposes primarily
resulting from net operating losses. The components of the deferred tax
asset and the related tax effects of the temporary differences are as follows:
June 30,
1998 1997
-------- -------
Non-current deferred income tax asset
arising from net operating loss carryforward $375,000 $77,000
Valuation allowance - -
-------- -------
Net deferred income tax asset $375,000 $77,000
======== =======
During the year ended June 30, 1997, the Company eliminated its deferred tax
asset valuation allowance which stood at $46,000 as of June 30, 1996. Based
on estimates of future revenues and profitability, management believes that
the Company will utilize its net operating losses to offset future taxable
income prior to their expiration date.
9. Supplemental cash flow information
The Company's non-cash investing and financing activities were as follows:
During the years ended June 30, 1998 and 1997, and for the period November 2,
1995 through June 30, 1996, the Company acquired model homes and real estate
at a cost of $26,170,860, $23,104,728 and $11,835,986, respectively. Such
purchases were financed as follows:
Year ended June 30, Period ended
1998 1997 June 30, 1996
------------- -------------- -------------
Model homes acquired $26,170,860 $14,512,772 $11,835,986
Real estate acquired - 8,591,956 -
Funds deposited into escrow by
stockholders and affiliates - - (4,374,913)
Bank borrowings (18,330,033) (18,662,184) (5,442,255)
------------- -------------- -------------
Expenditures for acquisition of
model homes and real estate $ 7,840,827 $ 4,442,544 $ 2,018,818
============= ============== =============
F-19
9. Supplemental cash flow information (continued)
In connection with the Company's initial capitalization, the Company issued
common and preferred stock as follows:
Common stock issued $ 1,500,000
Preferred stock issued 1,000,000
Consideration received:
Marketable securities received (1,500,000)
Funds deposited into escrow in connection
with acquisition of model homes (1,000,000)
-------------
Proceeds from issuance of common and preferred stock $ -
=============
During the period ended June 30, 1996, the Company completed a business
combination in which it acquired all of the capital stock of JJFN Holdings,
Inc. in exchange for 4,084,990 shares of the Company's common stock as follows:
Cash acquired $ 1,044,480
Fair value of non-cash assets acquired 3,468,990
Liabilities assumed (749,089)
-------------
Common stock and additional paid-in capital
issued in business combination $ 3,764,381
=============
During the period ended June 30, 1996, the Company converted the $164,814
balance of a line of credit to 330,000 shares of the Company's common stock.
In addition, $1,545,921 of stockholder loans and accrued interest were
converted to 1,288,268 shares of the Company's common stock.
On June 30, 1998, at the request of one law firm, the Company issued 200,000
shares of stock in payment of $50,703 of fees owed to that firm. On June 30,
1997, at the request of three different law firms, the Company issued 152,000
shares of stock in payment of an aggregate of $77,966 of fees owed to those
firms.
In connection with the divestiture described in Note 11, the Company sold
$1,027,624 in net assets of the divested segment in exchange for a note
receivable in the amount of $1,312,500.
As a result of an indemnity agreement entered into with a significant
shareholder (Note 10) the Company satisfied losses on sales of marketable
securities in September and October 1996, by off-setting $1,223,250 of
stockholder loans.
Interest paid totaled $2,112,778, $1,496,206 and $249,940 during the years
ended June 30, 1998 and 1997, and for the period ended June 30, 1996,
respectively.
At June 30, 1996, net assets realizable in divestiture includes $195,668 of
cash which has been excluded from the cash balances reflected in the balance
sheet and in the statement of cash flows.
F-20
10. Commitments and contingencies
Line of credit
From the date of the business combination described in Note 2 (May 15, 1996)
through June 30, 1996, the Company had a $250,000 credit line with Damill
Capital Corp. (Damill), a corporation which is owned by a principal
stockholder of the Company. The line of credit accrued interest at the rate
of 16% per annum on the outstanding portion of principal and loan origination
fee of 7.5% of the committed amount. Interest is payable on a monthly basis.
The line of credit was secured by all assets of Holdings, including stock in
any subsidiaries.
On June 30, 1996, Damill exercised its right to convert the loan plus unpaid
interest and origination fees into common stock at a conversion price of $.50
per share. A total of 330,000 shares were issued in full satisfaction of the
line of credit thereby terminating the credit facility.
Lease agreement
The Company leases its office space under an operating lease for a five-year
term ending in January 2002. Rent expense for the years ended June 30, 1998
and 1997, and for the period November 2, 1995 through June 30, 1996 was
$71,389, $42,968 and $7,979, respectively. The following is a schedule of
future minimum lease payments:
Year ending June 30, 1999 $ 67,795
Year ending June 30, 2000 69,278
Year ending June 30, 2001 70,761
Year ending June 30, 2002 41,782
----------
$249,616
==========
Consulting and employment agreements
Effective June 1996, the Company entered into a ten-year consulting agreement
with a principal stockholder. The agreement specifies that the consultant
shall receive annual compensation of $180,000 with 10% annual increases
during the second through tenth years. In addition, the consultant is
entitled to certain benefits and participation in any Company bonus or
retirement plan.
Effective July 29, 1997, the Board of Directors elected the shareholder to the
position of Chairman of the Board. The consulting agreement was terminated
and the Company entered into an employment agreement with the shareholder on
substantially the same terms of the consulting agreement. Effective January
1, 1998, the employment agreement provides for annual compensation of $225,000.
Effective January 1, 1998, the Company entered into a five-year employment
agreement with its Vice President. The agreement specifies that the Vice
President shall receive annual compensation of $91,000 with 10% annual
increases during the second through fifth years.
F-21
10. Commitments and contingencies (continued)
Real estate purchase agreement
The Company has executed a letter of intent with a major publicly-traded
homebuilder and real estate developer to acquire 4-5 tracts of land having a
fully-developed cost of approximately $103,000,000, of which the maximum cost
outstanding at any point in time is anticipated to be $75,000,000 to
$85,000,000. The agreement provides for a parcel takedown schedule of
finished lots at minimum dollar amounts over a period not to exceed 36 months.
The Company intends to seek an increase in the letter of intent to
approximately $200,000,000 in net fully-developed costs. The closing is
subject to completion of due diligence, securing a financing commitment and
formal documentation among other events.
The Company has committed to purchase land and provide development funding of
approximately $10,000,000 for a major publicly traded homebuilder. The
closing is subject to completion of due diligence, receipt of satisfactory
appraisals, formal documentation, and successful completion of financing.
The Company has received a verbal commitment from an existing lending
institution to provide financing for this transaction.
Model home purchase commitments
At June 30, 1998, the Company was in the process of negotiating two agreements
with existing homebuilder clients to acquire additional model homes. One
agreement involves the acquisition of 26 model homes in New Jersey and New
York at a cost of approximately $8.5 million. The other agreement involves
the acquisition of 54 model homes in Colorado, Georgia, Florida, Arizona,
Virginia and Texas, at a cost of approximately $10.7 million. During July
1998, closings took place on 23 of the above model homes at an aggregate cost
of approximately $7.6 million.
Qualified retirement plan
During the year ended June 30, 1997, the Company adopted the provisions of a
savings incentive match plan for employees (SIMPLE) which covers
substantially all employees of the Company. The SIMPLE is a qualified plan
under the provisions of The Internal Revenue Code which permits employees to
make elective contributions to a retirement plan on a pre-tax basis. The
Company makes a matching contribution which totaled $6,159 and $3,180 for the
years ended June 30, 1998 and 1997, respectively.
Legal proceedings
During 1997, the Company commenced a legal proceeding against Susan
Schlapkohl, the Company's former President, for a violation of her
restrictive covenant with the Company. In her answer to the Company's
Complaint and Motion for Preliminary injunction, Ms. Schlapkohl asserted
certain counterclaims. On August 6, 1998, the Company settled the litigation
by entering into a stipulation of settlement. Pursuant to the stipulation of
settlement, Ms. Schlapkohl, her affiliates and her husband, agreed not to
compete with the Company. In addition, Ms. Schlapkohl agreed to sell for
$171,000, the 1,000,000 shares of JJFN common stock owned by her, to the
Company's Chairman (or his designees) from whom she originally acquired the
shares. The parties also exchanged mutual general releases.
The Company is not aware of any other legal proceedings pending or threatened
to which the Company is a party or to which any property of the Company is
subject.
F-22
10. Commitments and contingencies (continued)
Indemnity agreement
During July 1996, the Company entered into an indemnity agreement with a
significant shareholder, which induced JJFN not to sell its shares of Antares
Resources Corporation (Antares), a publicly-held company whose stock was
traded on the NASDAQ Small-Cap Stock Market. The company's investment,
represented approximately 3% of the outstanding common stock of Antares.
The shareholder agreed that if JJFN, in the future, sold any shares at a
price less than the market value of the shares at their date of acquisition
($2.50 per share), the shareholder would contribute additional shares of
Antares common stock, or other property, having a fair market value equal to
such difference.
During September 1996, JJFN sold 485,000 shares of Antares, which were
acquired at a cost of $1,212,500, for $218,250, and in October 1996 sold
100,000 shares of Antares, which were acquired at a cost of $250,000, for
$21,000. Since the shareholder agreed to indemnify JJFN if the marketable
securities were sold at less than cost, no loss was recorded on the sale.
The deficiency of $1,223,250 was satisfied by offsetting $1,223,250 of loans
due to the shareholder.
Model home sale contracts
As of June 30, 1998, the Company had sales contracts pending on 32 model homes
at an aggregate sales price of $6,832,489. The model homes were acquired at
an aggregate cost of $6,640,663.
Financing activities
At June 30, 1998, the Company had approximately $6.3 million of unused credit
facilities available under existing revolving loan agreements which may be
utilized to acquire real estate in accordance with the terms of those
agreements. Such credit facilities expire July 1998 through October 2000.
The Company and one of its lenders have mutually agreed to increase an
existing $10 million credit facility to $45 million. Participants are
required for the full line amount to be funded, which the lender is currently
working on obtaining. The Company has also received verbal commitments from
three other existing lending institutions to provide additional loans
totaling $26.5 million
As a part of its ongoing business, the Company is in constant discussion with
financial institutions for credit facilities, as well as private or public
placements of its debt or equity securities. An offering or private
placement of senior notes with warrants, convertible preferred stock or
similar type of security is currently being evaluated.
F-23
10. Commitments and contingencies (continued)
Surety / insurance activities
The Company has received a commitment from a "AAA" rated major domestic based
insurer to issue two lease bonds totaling $60,000,000. The Company intends
to utilize this commitment for model homes previously acquired or to be
acquired. The Lease Bond insures the timely payment by the lessee of the
lease payments. In the event of default by the lessee, the surety has an
obligation to continue to make the lease payments. The Company negotiates
the premium for the surety bonds on a case by case basis.
The Company has received a commitment from a "AA" rated U.S. subsidiary of a
major international insurer to issue a Lease Bond in the amount of
$132,000,000 in conjunction with the pending acquisition of model homes from
a major U.S. homebuilder. The Lease Bond insures the timely payment by the
lessee of the lease payments. In the event of default by the lessee, the
surety has an obligation to continue to make the lease payments. The Company
negotiates the premium for the surety bonds on a case by case basis.
The Company has received a commitment from a "A" rated major domestic based
insurer to issue a Lease Bond in the amount of $20,000,000. The Lease Bond
insures the timely payment by the lessee of the lease payments. In the event
of default by the lessee, the surety has an obligation to continue to make
the lease payments. The Company negotiates the premium for the surety bonds
on a case by case basis.
The intent of these types of arrangements is to reduce cost of funds and
thereby increase profitability. The agreements are subject to the following
conditions: (i) satisfactory completion of due diligence regarding the
assets to be acquired, (ii) the execution of bank or institutional financing,
and (iii) agreement to final wording of all related legal documentation.
11. Divested operations
Effective October 1, 1996, the Company disposed of its construction
subsidiary, Iron Eagle Contracting and Mechanical, Inc. (IECM). The results
of IECM have been reported separately as a divestiture in the consolidated
statements of operations.
F-24
11. Divested operations (continued)
Assets and liabilities of IECM which were divested consist of the following:
September 30, 1996 June 30, 1996
------------------ ---------------
Cash $ 56,641 $ 195,668
Contract receivables 601,976 319,500
Land and development costs 556,826 388,980
Furniture and equipment 276,953 282,570
Intangibles and other assets 339,038 355,505
------------------ ---------------
Total assets 1,831,434 1,542,223
Liabilities (803,809) (710,155)
------------------ ---------------
Net assets of divested segment $1,027,624 $ 832,068
================== ===============
The following table summarizes selected financial data of the Company's
divested operation.
May 15, 1996
(date of acquisition)
Three months ended through
September 30, 1996 June 30, 1996
------------------ ---------------------
Revenues $ 596,730 $ 190,000
Expenses 651,174 212,558
------- -------
Loss from divested operations $ (54,444) $ (22,558)
======= =======
Such amounts have not been included in operating revenues or expenses in the
accompanying consolidated statements of operations.
Under the terms of the agreement, the Company sold the net assets of IECM for
a note in the amount of $1,312,500 thereby realizing a gain on divestiture of
$284,876. The note bears interest at the prime rate plus 1%. Interest is
payable in monthly installments. The note is secured by all assets of its
parent company, Monarch Investment Properties, Inc. (Monarch) which was
formerly known as Iron Holdings Corp. and which became a publicly-traded
company in March 1997, by all of the issued and outstanding shares of IECM and
by 30,000 post-split shares of common stock of Monarch.
Principal was originally payable in five equal annual installments commencing
January 1998. During July 1998, the Company renegotiated the terms of the
remaining $1,100,000 balance of the note in conjunction with a planned
offering of Monarch equity. Monarch has received a commitment to purchase 1
million of its post-reverse split common shares at $0.25 per share. Monarch
also plans a shelf registration to raise approximately $2 million. Under the
revised terms of the note agreement, JJFN would receive 25% of the net
proceeds from the private placement and public offering of Monarch equities.
In addition, Monarch would be required to pay interest monthly and to make a
quarterly principal payment of $25,000. JJFN would also receive 1.1 million
warrants to acquire monarch common stock. Such warrants would be exercisable
at $.001 for a seven-year period.
F-25
EXHIBIT 11.1
JJFN Services, Inc. and Subsidiaries
Computation of Per Share Earnings
Exhibit 11
Year Year
Ended Ended
June 30 June 30
1998 1997
------------ -----------
Primary
Income (loss) from
Continuing operations $ (157,311) $ (272,974)
Discontinued operations - 230,432
------------ -----------
Net loss applicable to common stock $ (157,311) $ (42,542)
============ ===========
Weighted average number of common 16,911,168 16,551,091
shares outstanding
Income(loss) per common share
Continuing operations $ (0.01) $ (0.01)
Discontinued operations - 0.01
------------ ---------
Net loss $ (0.01) $ 0.00
============ =========
Primary loss per common share does not include the effect of common stock
equivalents because the effect of such inclusion would be to reduce loss per
common share.
EXHIBIT 12.1: For the annual report of Form 10K for the year ended June 30, 1998
Schedule identifying documents omitted.
1. Loan and Security Agreement dated March 26, 1998 between JJFN Services,
Inc. as borrower and North East Financial Institution as lender.
2. Loan and Security Agreement dated March 31, 1998 between Model Funding I,
LLC as borrower and New England Financial Institution as lender dated March
31, 1998 and JJFN services, Inc. as Guarantor.
3. Loan and Security Agreement dated December 31, 1997 between JJFN Services,
Inc. as borrower and Midwestern Financial Institution as lender.
4. Loan and Security Agreement dated July 30, 1997 between JJFN Services,
Inc. as borrower and Western Financial Institution as lender.
There are no material differences in the new Loan and Security Agreements.
EXHIBIT 21.1
List of Registrants' subsidiaries
List of Subsidiaries
Name State of Incorporation
- ------------------- ----------------------
JJFN Holdings, Inc. Delaware
Model Funding I, LLC Delaware