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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended Commission File No.
December 31, 2000 0-25803
AMERICA'S SENIOR FINANCIAL SERVICES, INC.
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(Exact name of small business issuer as specified in its charter)
Florida 65-0181535
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(State or other jurisdiction of (I.R.S. Employer Identification
No.)
incorporation or organization)
9501 N.E. 2nd Avenue
Miami Shores, FL 33138
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(Address of principal executive offices)
(305) 751-3232
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(Registrant's telephone number, including area code)
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(b) of the Exchange Act:
Common Stock, $0.001 par value per share
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
requiredto be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 duringthe preceding 12 months (or for such shorter period that the
registrant wasrequired to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes [X] No [ ]
Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will 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-
KSB. []
Section 16 of the Exchange Act requires the Registrant's directors and certain
of the Registrant's officers, and persons who own more than 10% of the
Registrant's common stock to file initial reports of ownership and report
changes in ownership with the Securities and Exchange Commission and the NASDAQ
National Market. Such persons are required by the Securities and Exchange
Commission regulation to furnish us with copies of all Section 16(a) forms they
file. Based solely on its review of such forms received by it, or by written
representations from certain reporting persons, the Registrant believes that
during its fiscal year ended December 31, 2000, Messrs. Locke, Kluck, Buono,
Girard and Anderson did not file Forms 3, 4 or 5.
State issuer's revenues for the most recent fiscal year. $6,567,136
The aggregate market value of the voting stock held by non-affiliates of the
registrant as of March 12, 2001 was $1,404,324. This calculation is based
upon the average of the bid ($0.1562) and asked ($0.1719) price of the voting
stock on March 12, 2001.
The number of outstanding shares of the issuer's $0.001 par value common and
preferred stock was 15,742,436 as of March 12, 2000.
PART I
Item 1. DESCRIPTION OF BUSINESS
GENERAL
America's Senior Financial Services, Inc. ("AMSE") along with its
wholly-owned subsidiaries, Dow Guarantee Corp. ("Dow") and Jupiter Mortgage
Corporation ("Jupiter"), is a licensed mortgage lender active in originating,
processing and obtaining funding for forward and reverse mortgage loans
secured by single family residences which are funded by financial
institutions or independent investors. AMSE, Dow and Jupiter are collectively
referred to herein as the Company. All significant inter-company transactions
are eliminated in consolidation.
We receive income from two sources in connection with our mortgage
lending activities. We charge certain non-refundable mortgage application
fees to potential borrowers. Additionally, upon closing a loan, we receive
additional fees payable by the borrower or investor, which fees are based
upon a percentage of the loan and/or the interest rates charged.
Our executive offices are located at 9501 NE 2nd Avenue, Miami
Shores, Florida 33138 and our telephone number is (305) 751-3232. We are a
Florida corporation, which was incorporated in 1990.
BUSINESS DEVELOPMENTS
The Company's Jupiter Mortgage Corporation subsidiary originated in
excess of $140 million dollars of gross loan originations for the year ended
December 31, 2000, and funded approximately $124 million dollars.
The Company's Dow Guarantee Mortgage, Inc. subsidiary (Dow) originated in
excess of $75 million dollars of gross loan originations for the fiscal year
ended December 31, 2000, and funded approximately $65 million dollars.
The Company's Reverse Mortgage operations provided another $30
million dollars in gross loan originations, and funded another $18 million
dollars. Combined with the forward operations named above, the company
achieved almost $245 million dollars in gross loan originations, and funded
$207 million dollars in loans.
As a result of increased interest rates and a decline in revenues from
loan originations, Dow closed 1 office in February of 2000. Dow subsequently
opened two satellite offices located within the premises of large real estate
brokers. The reverse mortgage offices were also evaluated. By year end the
Indianapolis, New Jersey and New York offices had been closed due to lack of
production. The corporate offices were moved into the Dow subsidiary offices
to consolidate the space required and to reduce costs. At March 15, 2001 the
Company operated 8 offices.
In addition, in 2000 and 1999 the Company signed agreements with
Pinnacle Financial Corporation and Senior Income Reverse Mortgage
Corporation, respectively, to acquire their mortgage operations. The Company
did not close on these acquisitions and all costs associated with these
acquisition candidates that had been previously capitalized were taken into
expenses in 2000. This equated into approximately $650 thousand dollars in
2000. The company did not pursue any additional acquisitions in 2000 but
concentrated on streamlining and enhancing its' existing business entities.
The company is using its best efforts to identify investors willing to
contribute at least $15 million dollars for future growth and acquisitions.
As of this date, there are several initiatives underway, but funding remains
an uncertainty.
FINANCINGS
In 2000, the company financed its activities with two primary vehicles.
First, the company raised equity capital through the use of private
placements of restricted common stock to private individuals. There is a
table included in this report that shows the reader who invested and the
amount that they subscribed for.
Secondly, on occasion the company's principal shareholders advanced
funds to the company. This was usually done on a "bridge" loan basis. When
possible, the company repaid the funds from subsequent financings. Most of
these loans were converted into equity in December 2000.
OPERATIONS
During 2000, the company remained focused on building its core
business, mortgage loan origination.
The company's combined forward mortgage loan originations constitute
over 85% of our total loan originations. Largely, our forward business is
purchase or relationship driven. Since the company does very little forward
mortgage retail advertising, our refinance business is small. Of the forward
mortgage loan origination, we estimate that 30% are government products (FHA
and VA), 50% are conforming products (FNMA and FHLMC) and the balance (20%)
is non-conforming sub prime customers.
While overall national reverse mortgage origination decreased in the
year 2000, AMSE increased its national market position to number 7 (of
ongoing originators) and increased its sales of its core product, the "HECM"'
by 27%. This was achieved in direct contrast to a 19% drop in loan
originations by other sources nationwide. In 2000, we estimate that Reverse
Mortgages constitute almost 15% of the Company's total loan origination's.
The FHA "HECM" dominates our reverse mortgage sales program, accounting for
almost 90% of our reverse mortgage production. The balance of our reverse
mortgage loans are FNMA "Home Keepers". During 1999 and 2000, we worked to
develop a third product, a private reverse mortgage that would offer greater
flexibility and ease of use to a wider base of seniors. As of December 31,
2000, we had not secured the facility necessary to fund and warehouse the
product. However the present model is viable and AMSE continues to search
for a credit facility to launch the product.
COMPETITION
There are many sources of mortgages available to potential borrowers
today. These sources include consumer finance companies, mortgage banking
companies, savings banks, commercial banks, credit unions, thrift
institutions, credit card issuers and insurance companies. Many of these
alternative sources are substantially larger and have considerably greater
financial, technical and marketing resources than we do. Additionally, many
financial service organizations against whom we compete for business have
formed national loan origination networks or have purchased home equity
lenders. We compete for mortgage loan business in several ways, including
convenience in obtaining a loan, customer service, marketing and distribution
channels, amount and term of the loan, loan origination fees and interest
rates. If any of our competitors significantly expand their activities in our
market, our business could be adversely affected. Changes in interest rates
and general economic conditions may also affect our business and our
competitors. During periods of rising interest rates, competitors who have
locked into lower rates with potential borrowers may have a competitive
advantage.
SALES AND MARKETING
As an independent mortgage originator, the Company seeks to identify
persons who are seeking mortgage loan funding. Currently, the Company
advertises in local and regional newspapers, yellow page telephone
directories and internet websites. The Company markets through national Trade
Association participation, senior oriented direct mail, participation in
senior events, free video tapes given to potential clients, state level trade
shows, and HUD/Fannie Mae focus group activities.
For the fiscal year ended December 31, 2000 and 1999, the Company
expended approximately $66,000 and $393,000, respectively for sales and
marketing activities. In 1999 the Company expanded its marketing activities
to
consistently include nationwide advertising of its Reverse Mortgage effort.
In 2000 the Company significantly reduced it's sales and marketing expenses.
This is a result of the Company's increased efficiencies and concentration on
development of its core business from Florida. In 2000, the Company
suspended its nationwide broker outreach pending identification of a source
that could fund the Reverse Mortgage credit facility referenced above.
REGULATORY AGENCIES
Our operations are subject to extensive regulation, supervision and
licensing by federal, state and local governmental authorities and are
subject to various laws and judicial and administrative decisions imposing
requirements and restrictions on part or all of its operations. Our consumer
lending activities are subject to the Federal Truth-in-Lending Act and
Regulation Z (including the Home Ownership and Equity Protection Act of
1994), the Federal Equal Credit Opportunity Act, as amended, and Regulation
B, the Fair Credit Reporting Act of 1970, as amended, the Federal Real Estate
Settlement Procedures Act and Regulation X, the Home Mortgage Disclosure Act,
the Federal Debt Collection Practices Act and the National Housing Act of
1934, as well as other federal and state statutes and regulations affecting
our activities.
We are also subject to the rules and regulations of, and examinations
by, state regulatory authorities with respect to originating and processing
loans. These rules and regulations, among other things, impose licensing
obligations on us, establish eligibility criteria for mortgage loans,
prohibit discrimination, govern inspections and appraisals of properties and
credit reports on loan applicants, collection, foreclosure and claims
handling, investment and interest payments on escrow balances and payment
features, mandate certain disclosures and notices to borrowers and, in some
cases, fix maximum interest rates, fees and mortgage loan amounts. Failure to
comply with these requirements can lead to loss of approved status, certain
rights of rescission for mortgage loans, class action lawsuits and
administrative enforcement action.
HUD: In 1999, the Company changed its FHA status from supervised
lender ("mini eagle") to non-supervised direct endorsed lender ("full
eagle"). Qualifying for this change required the Company to maintain a
higher "allowable net worth (according to FHA regulations). This new status
gave us the right to underwrite and close loans independent of any third
party review before closing. However, the Company has chosen to continue to
operate as if still a "mini-eagle", submitting its loan to a much larger
third party for underwriting, closing, and post-closing activity. By doing
this, the Company reduces risk and avoids certain costs that would be
necessary by operating as a "full eagle" direct endorsed lender. However, in
1999 the Company was not able to maintain the necessary net worth requirement
for direct endorsed status. Consequently, we are presently in the process of
reverting to our prior approval status as a "supervised lender". All of our
underwriting and closing is done on a contract basis by qualified parties.
FNMA: In 1999, the Company sought direct approval from Fannie Mae, to
allow it to operate as an approved seller servicer. This change in status
would have a positive effect on the Company's earnings, because the Company
would retain certain servicing rights that have significant immediate and
future value. The approval is also necessary to our reverse mortgage
operations, and directly affects the credibility of our consumer education
and marketing efforts. FNMA initially rejected our application, citing our
lack of experience as a seller-servicer. In October of 1999, we amended our
application to provide assurances to FNMA about our quality control processes
and our desire to use a contract sub-servicer who is presently a large
customer of FNMA, and obviously acceptable to them from a risk perspective.
As of April 10, 2000, we had not received a response specific to our re-
application. There can be no assurances that we will obtain FNMA approval.
However, we will continue to do all we can to provide FNMA with the
assurances it seeks, as the Company believes it can better serve seniors
nationwide by having this important approval in place. In 2001, the Company
intends to renew its request for direct approval from Fannie Mae.
LITIGATION
In December of 1998 we advanced $250,000 to Home Care America, Inc.
(HCAI), an acquisition candidate, pursuant to a promissory note. The purpose
of the note was for HCAI to use as working capital. There is no affiliation
between ourselves and HCAI.
In April 1999 we sued HCAI and Robert G. Williams in the Circuit
Court of the 11th Judicial Circuit, Miami-Dade County, Florida for repayment
of the $250,000 promissory note.
As of March 15, 2001 no settlement or judgment has been made
pursuant to this litigation. No assurances can be given as to the final
outcome of this matter.
On September 11, 2000 the Company was served a Complaint filed in U.S.
District Court, Southern District of New York, by Fennell Avenue LLC against
America's Senior Financial Services, Inc. The suit seeks damages for our
refusal to deliver certain shares of our common stock to the Plaintiff upon
Plaintiff's conversion of certain of our convertible debentures. We believe
that we were justified refusing the request for conversion and intend to
vigorously defend this matter. The Plaintiff sought the balance of the
principal amount of the convertible debenture, accrued interest, any profit
they would have received upon conversion of the debenture into common stock,
attorney's fees and such other relief as the Court might deem just and
proper.
Our outstanding litigation with Fennell Avenue LLC has been settled.
This settlement was approved by the US District Court on January 29, 2001.
Under the settlement, we issued 1,250,000 shares of our Common Stock to
Fennell in exchange for $1,153,000 of our debt held by Fennell. The
settlement Agreement restricts the number of shares which Fennell may sell on
any one day. The settlement also gives Fennell the right of first refusal to
meet the terms of certain proposed debt financing by America's Senior
Financial Services, Inc. for one year. The settlement will result in a
material change in our first quarter balance sheet and will create a one time
gain of approximately $1 million dollars that will be reflected in our first
quarter 2001 10QSB.
EMPLOYEES
As of March 15, 2001 the company employs approximately 100 persons.
The Company believes it has satisfactory relationships with all of its
employees.
ENVIRONMENTAL MATTERS
The Company has no environmental matters outstanding. The Company
does not own any real estate and the possibility of owning any is minimal. If
the Company had to repurchase a loan that was defaulted upon it would then
become the potentially responsible party for any environmental matters. The
Company carries adequate E&O insurance coverage to protect it in the unlikely
event of a repurchase arbitration.
FACTORS AFFECTING THE COMPANY'S BUSINESS AND PROSPECTS
AVAILABILITY OF MORTGAGE FINANCING
The success of our mortgage origination business is dependent upon
the availability of mortgage funding at reasonable rates. Although there has
been no limitation on the availability of mortgage funding in the last few
years, there can be no assurance that mortgages at attractive rates will
continue to be available.
INDUSTRY OBSTACLES ENCOUNTERED
The Reverse Mortgage Industry is fragmented, dominated by small
regional firms, and generally lacks nationwide leadership. We saw this as an
opportunity to aggregate production, and used this weakness as the core of
our growth strategy. We are a founding member of the National Reverse
Mortgage Lenders Association (NRMLA). NRMLA was created to help this Industry
become mainstream, and we are a driving member of NRMLA.
Management of AMSE believes that the Company's results have started
to reflect its business model which is built on a mix of revenue weighted
toward a higher forward mortgage contribution. However in prior years 1999
and 1998, our overhead allocation was weighted toward the development of our
Reverse Mortgage ("RM") business. In 2000 we continued to increase our
forward mortgage business in an attempt to subsidize the cost of growing our
RM business. We have limited our investment in the RM business pending
identification of an adequate credit facility to allow us to launch the
private RM product previously discussed.
ITEM 2. DESCRIPTION OF PROPERTY
All of the operations of the Company are conducted from premises
leased from independent landlords.
The following table sets forth information concerning these
facilities:
AMERICA's SENIOR FINANCIAL SERVICES
LOCATION TENANT APPROX. LEASE EXPIRATION MONTHLY
SIZE RENT
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DOW GUARANTEE MORTGAGE -AMSE Corporate:
9501 NE 2nd Ave. 5,500 sf Dec. 2001 $6,000
Miami Shores, FL 33138
2737 E. Oakland Park Blvd. 175 sf Month to Month $ 300
Oakland Park, FL 33306
10800 Biscayne Blvd.
Suite 900 150 sf Month to Month $ 300
Miami Shores, FL 33161
JUPITER MORTGAGE CORPORATION:
1070 E. Indiantown Road 5,500 sf November 2004 $7,490
Jupiter, FL 33477
11398 Okeechobee Blvd.,
Suite 2 1,500 sf October 2000 $2,034
Royal Palm Beach, FL 33411
1874 S.E. Port St. Lucie Blvd.1,800 sf Feb. 2003 $2,568
Port St. Lucie, FL 34952
1000 S. Federal Hwy. 500 sf Month to Month $1,000
Stuart, FL 34994
1100 W. Littleton Boulevard 1,800sf March 2004 $1,500
Littleton, CO. 80120
Leases may provide for rent escalations tied to increases in operating
expenses or fluctuations in the consumer price index.
ITEM 3. LEGAL PROCEEDINGS
In December of 1998 we advanced $250,000 to Home Care America, Inc.
(HCAI), an acquisition candidate, pursuant to a promissory note. The purpose
of the note was for HCAI to use as working capital. There is no affiliation
between ourselves and HCAI.
In April 1999 we sued HCAI and Robert G. Williams in the Circuit
Court of the 11th Judicial Circuit, Miami-Dade County, Florida for repayment
of the $250,000 promissory note.
As of March 15, 2000 no settlement or judgment has been made
pursuant to this litigation. No assurances can be given as to the final
outcome of this matter.
On September 11, 2000 the Company was served a Complaint filed in U.S.
District Court, Southern District of New York, by Fennell Avenue LLC against
America's Senior Financial Services, Inc. The suit seeks damages for our
refusal to deliver certain shares of our common stock to the Plaintiff upon
Plaintiff's conversion of certain of our Convertible debentures. We believe
that we were justified refusing the request for conversion and intend to
vigorously defend this matter. The Plaintiff sought the balance of the
principal amount of the convertible debenture, accrued interest, any profit
they would have received upon conversion of the debenture into common stock,
attorney's fees and such other relief as the Court may deem just and proper.
Our outstanding litigation with Fennell Avenue LLC has been settled.
This settlement was approved by the US District Court on January 29, 2001.
Under the settlement, we issued 1,250,000 shares of our Common Stock to
Fennell in exchange for $1,153,000 of our debt held by Fennell. The
Settlement Agreement restricts the number of shares which Fennell may sell on
any one day. The settlement also gives Fennell the right of first refusal to
meet the terms of certain proposed debt financing by America's Senior
Financial Services, Inc. for one year. The settlement will result in a
material change in our first quarter balance sheet and will create a one time
gain of approximately $1 million dollars that will be reflected in our first
quarter 2001 10QSB.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On October 30, 2000 the removal of Director Michael Shelley was
submitted to a vote of the security holders of the Company. The filing of a
pre 14-C on 11/1/00 evidenced this. The subsequent tallying of the votes
resulted in the removal of Mr. Shelley from the Board of Directors.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
Our Common Stock has been trading on the over-the-counter market
since February 20, 1998. The following sets forth the range of high and low
bid quotations for the periods indicated as reported by National Quotation
Bureau, Inc. Such quotations reflect prices between dealers, without retail
mark-up, markdown or commission and may not represent actual transactions.
HIGH BID LOW BID
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February 20, 1998 through March 31, 1998 ......... $5.75 $5.75
April 1, 1998 through June 30, 1998 .............. 6.625 5.75
July 1, 1998 through September 30, 1998 .......... 7.375 5.50
October 1, 1998 through December 31, 1998 ........ 7.50 6.375
January 1, 1999 through March 31, 1999 ........... 5.75 7.00
April 1, 1999 through June 30, 1999 .............. 7.625 6.6875
July 1, 1999 through September 30, 1999 .......... 6.96875 5.00
October 1, 1999 through December 31, 1999 ........ 8.50 2.25
January 1, 2000 through March 31, 2000 .......... 3.9688 0.625
April 1, 2000 through April 30, 2000 0.7969 0.4681
May 1, 2000 through May 31, 2000 0.3438 0.0781
June 1, 2000 through June 30, 2000 0.9988 0.0938
July 1, 2000 through July 31, 2000 ......... 1.3125 0.2812
August 1, 2000 through August 31, 2000......... 1.250 0.50
September 1, 2000 through September 30, 2000 0.750 0.4219
October 1, 2000 through October 31, 2000 0.625 0.2812
November 1, 2000 through November 30, 2000 0.5938 0.1875
December 1, 2000 through December 31, 2000 0.2344 0.0938
January 1, 2001 through January 31, 2001 0.50 0.125
February 1, 2001 through February 28, 2001 0.4844 0.1875
March 1, 2001 through March 12, 2001 0.2344 0.125
As of March 15, 2001, there were approximately 950 holders of record
of our common stock.
DIVIDENDS
The Company has paid no dividends to date on its common stock. It is
not anticipated that any dividends will be paid in the foreseeable future.
The
Board of Directors intends to follow a policy of using retained earnings, if
any, to finance our growth. The declaration and payment of dividends in the
future will be determined by the Board of Directors in light of conditions
then existing, including our earnings, financial condition, capital
requirements and other factors.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS
Revenues for the Year Ended December 31, 2000 increased 39% to
$6,559,976 from $4,723,697 for the Year Ended December 31, 1999. This growth
in revenues was primarily attributable to the contributions of Jupiter
Mortgage Corporation subsidiary totaling $4,729,507 in 2000, compared to
2,297,617 in 1999 when only a partial year was reflected in AMSE's 1999
results. The 1999 numbers include the dollars associated with Capital Funding
of South Florida, Inc. that was consolidated into Jupiter Mortgage
Corporation at 1/1/2000.
Total Expenses for the Year Ended December 31, 2000 compared to the
Year Ended December 31, 1999 decreased 28% to $8,651,738 from $11,966,506.
This decrease in expenses was partially attributable to the inclusion of
impairment write-downs of $3,259,311 against the goodwill of Dow Guarantee
Corp. and Jupiter in 1999. The Jupiter impairment was specific to the former
Capital Funding operations. Capital Funding had negative operations prior to
their merger into Jupiter. The Dow impairment was taken due to Dow having
negative operations in the last five months of 1998 and during the second
quarter of 1999.
The Company has also recognized approximately $1,491,628 of
Debenture Financing Costs in the 1999 totals. These Debentures are
immediately convertible into Common Stock and therefore the expenses are
recognized immediately and not amortized over the life of the debenture.
These expenses include approximately $280,000 of fees paid out of the
debenture financing and the issuance of 185,500 shares of the Company's
Common Stock issued to consultants and placement agents. The Common Stock
issued is valued with a 10% discount due to the restrictions imposed on the
transferability of the shares.
In addition to the above, existing offices were consolidated within the
company to lower expenses and to improve productivity. The Corporate office
was merged into the Dow offices in March of 2000 and all support staff were
released and these duties were assumed by existing Dow and Jupiter staff.
The outlying offices in Indiana, North Carolina, New York and New Jersey for
the Reverse Mortgage arm were also closed as a result of inadequate
originations to cover the costs of doing business.
Total Other Expenses for the Year Ended December 31, 2000 compared
to the Year Ended December 31, 1999 decreased to $84,934 from $519,031. This
decrease in expenses was primarily due to the beneficial conversion feature
of the convertible debentures of $441,176 included in the 1999 totals.
ACQUISITION CANDIDATES
PINNACLE FINANCIAL CORPORATION
The timeframe for consummation of the acquisition of Pinnacle Financial
Corporation ("Pinnacle") elapsed and there is currently no agreement in place
to acquire this company at this time.
SENIOR INCOME REVERSE MORTGAGE CORPORATION
The timeframe for consummation of the acquisition of Senior Income
Reverse Mortgage elapsed and there is currently no agreement in place to
acquire this company at this time.
While the Company has other acquisition candidates that it is pursuing
at this time, there have been no other agreements signed and there can be no
assurances that any may occur.
LIQUIDITY AND CAPITAL RESOURCES
We sold $2,500,000 principal amount of 3% convertible debentures in
May 1999 which are due on May 6, 2002. The debentures are convertible into
our common stock at the option of the debenture holder. If converted, the
debentures will be converted into common stock at a price of the lower of (a)
$8.70 per share or (b) 85% of the average closing bid price for the common
stock for 5 trading days selected by the debenture holder from the twenty
trading days ending immediately before the conversion of the debenture.
However, the Company may not issue more than 9.9% of its outstanding common
stock to this debenture holder. We also issued warrants to purchase 34,483
shares of our common stock at $8.70 per share to the purchaser of the
debentures and will issue more warrants in the event of the sale of
additional debentures. The material risk associated with this type of
debenture is that with our stock price at a historic low it has a significant
dilutive effect.
In the first quarter of 2000, the debenture holder converted $614,000
of the principal into 368,671 shares of the Company's common stock. Interest
expense associated with the conversion was approximately $5,761 and was paid
by the issuance of shares of common stock.
In the fourth quarter of 1999, the debenture holder converted
$750,000 of the principal of the debenture into 152,260 shares of the
Company's common stock. Interest expense associated with the conversion was
approximately $1,300 and was paid by the issuance of shares of common stock.
In October 1999, the Company accrued a $45,000 penalty due to the
debenture holder. Such penalty was the result of the Company not filing an
active registration statement within 120 days of the debenture issue date per
the terms of the Securities Purchase Agreement dated May 6, 1999. This amount
is included in accounts payable at December 31, 1999, and it was paid in
January 2000 by the issuance of 21,019 shares of common stock.
The Company may seek to obtain additional equity and/or debt
financing in the future on terms deemed favorable by the Company. No
assurances can be given as to the Company's ability to procure any such debt
and/or equity financing in the future.
As a result of the sale of the convertible debentures in May 1999,
the Company had sufficient working capital to meet its capital needs for the
past eleven months and had up to $7,500,000 available from such investor for
the purchase of additional convertible debentures. Due to the restrictions on
Additional draw downs and their dependency on a stock price of $5.75 or
higher we are currently unable to access these funds. We are also pursuing
other financing arrangements.
We currently manage the payment of our current liabilities and
obligations on a monthly basis as cash becomes available.
The Company, if its business plan is successfully implemented,
expects to achieve profitability in the first quarter of 2001 by accelerating
revenue growth in excess of its expense growth. The operating and
administrative infrastructure to manage the growth of the Company is
currently in place. The marketing efforts of the Company are dependent upon
its ability to fund such efforts; however, there can be no assurance that the
Company will reach profitability without accessing additional capital
resources. Management intends to generate the necessary capital to operate
for the next twelve months by selling our common and preferred shares to
qualified investors in private placements, and completing certain short term
borrowings. There are no assurances that we will be able to raise the
required capital through the sale of our debt or equity securities or that we
will have access to other sources of capital on terms that are acceptable to
us.
ITEM 7. FINANCIAL STATEMENTS
The financial statements of the Company required by Item 310(a) of
Regulation S-B are attached to this Report. Reference is made to the index to
the financial statements.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL
DISCLOSURE.
On February 6, 2001, as amended on March 27, 2001, the company filed
a Form 8-K with the Securities and Exchange Commission apprising them that
the Company changed it's Certifying Accountants from Ahearn Jasco + Company,
P.A. to Holyfield & Thomas, LLC. There have been no disagreements with the
accountants in the past two years.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.
MANAGEMENT
The directors and executive officers of the Company are:
NAME AGE POSITION
- ---- --- --------
Nelson A. Locke 50 Chairman of the Board, President and Treasurer
Cheryl D. Locke 44 Executive Vice President Director
Thomas G. Sherman, Esq. 50 Director, Compensation Committee, Audit
Committee
Michael J. Buono 36 Dirctor-CEO of Jupiter, Audit Committee.
Charles M. Kluck 56 Director-President of Dow, Compensation
Committee
Dean J. Girard 41 Chief Financial Officer
Nelson A. Locke and Cheryl D. Locke are married.
Nelson A. Locke founded the Company in 1990 and has served as its
President and Director since that time. He is the architect of the Company's
business model. He is the past President of the Florida Association of
Mortgage Brokers - Miami Chapter and has earned the NAMB's certified
residential mortgage lender designation. In 1997 he was named FAMB's Broker
of the Year, and in 1998 was awarded the prestigious FAMB President's Award
for his public relations efforts on behalf of the Florida Mortgage Brokerage
Industry. In 1999, he was elected by his 2,500 FAMB peers, to serve on the
Association's Executive Committee. He is a founder and director of the
National Reverse Mortgage Lenders Association. Mr. Locke is a Marine Corps.
Veteran (non commissioned officer) and holds a B.A. from California State
University.
Cheryl D. Locke is a member of the Board of Directors, and is
Corporate Secretary. She joined the Company in 1990 on a part time basis, as
a loan officer. By 1994, she had risen to senior loan officer. From 1995 to
1998, she directly supervised all loan production and closing. In January
1998, she was appointed executive vice president and elected to the Company's
Board of Directors. Her role was redefined in March 2000 when the corporate
office consolidated its existing staff to save money.
Thomas J. Sherman has been an attorney in private practice in Coral
Gables, Florida since 1980. He is also President and owner of Union Title
Services, Inc., a full service title insurance agency. Mr. Sherman is a
graduate of the University of Miami School of Law. Since 1990, Mr. Sherman
has served as the Company's general counsel. He became a director in January
1998.
Michael J. Buono was elected to the Board of Directors to fill an
existing vacancy. He is currently the Chief Executive Officer of Jupiter
Mortgage Corporation, which was acquired by the Company on August 31, 1999.
He is also the COO of the Jupiter parent AMSE. He serves on the Company's
audit committee as well.
Charles M. Kluck has been the President of Dow Guarantee Corp. since
It's founding in 1985. Dow was acquired by the Company on July 31, 1998. He
continues to serve in that capacity. He became an director in July 1998.
Dean J. Girard became the Chief Financial Officer in December 2000. He
was the Chief Financial Officer of Jupiter Mortgage Corporation, which was
acquired by the Company on August 31, 1999.
BOARD COMMITTEES
The Board of Directors has established an Audit Committee and a
compensation Committee. The Audit Committee, consisting of Thomas Sherman and
Michael Buono, reviews the adequacy of internal controls and results and
scope of the audit and other services provided by the Company's independent
auditors. The Compensation Committee, consisting of Thomas Sherman and
Charles Kluck, establishes and recommends salaries, incentives and other
forms of compensation for officers and other key employees.
ITEM 10. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth the total compensation paid to the
Company's chief executive officer for the last three completed fiscal years.
No executive officer of the Company received compensation of $100,000 or more
during any such year.
Other Annual
Principal\Position Year Cash Compensation Bonus Compensation
- ------------------ ---- ------ ----- ------------
Nelson A. Locke 2000 $14,654 -0- $213,054
President 1999 $62,750 -0- $0.00
1998 $70,000 -0- 5,000
1997 $50,000 -0- -0-
Michael Buono 2000 $131,500 -0- -0-
CEO Jupiter Mortgage
The other compensation in 2000 for Nelson Locke was deferred salary and
deferred benefits due to Mr. Locke under his contract for the year 2000 that
was converted into stock. The debt conversion price was done at a stated value
of .50 per share, which was higher than the .125 closing price per share on the
date of the transaction. This action was taken to improve the cash position
and cash flow of the company and to reduce dilution.
DIRECTOR COMPENSATION
No fees are paid for director services. At the Board's discretion,
stock options or grants may be awarded for actual services performed under
this agreement. No options were granted for the year ended December 31, 2000.
EXECUTIVE EMPLOYMENT AGREEMENTS
In July 1998 the Company entered into a five (5) year employment
agreement with Nelson A. Locke. Mr. Locke is employed as President and
Chairman at an annual salary of $70,000 and such additional compensation as
he
determines. The agreement provides certain health, life and disability
insurance, and autos to Mr. Locke. The Agreement provides for the
establishment of an Executive Performance Bonus Pool described below. The
agreement provides that in any calendar year when the Company's stock price
increases by at least 20%, that he shall be eligible for stock options equal
to 5% of his total common stock holdings at the end of the calendar year,
which may be exercised at $1.00 per share and may be paid for by interest-
free promissory note. Under this scenario, there were no options granted
during 2000 and Mr. Locke waived these options for 1999 as this event would
have been harmful to future business and investor prospects.
In October 1999 the Board of Directors approved a change in Mr.
Locke's annual base salary to $200,000. His health, life, option plan,
disability insurance and auto allowances remain the same. However, Mr. Locke
voluntarily deferred the cash payment of the base salary until further
notice, in the interest of the company's cash flows.
In January 1998 the Company entered into a five (5) year employment
agreement with Cheryl D. Locke. Mrs. Locke was employed as Executive Vice
President, Secretary and Director at an annual salary of $50,000. The
agreement provides certain health, life and disability insurance, an auto to
Mrs. Locke, special performance bonus of up to $25,000 to be paid at the
discretion of the President. She is entitled to commission on loan
origination's for which she was submitting loan officer. The agreement
provides that in any calendar year when the Company's loan origination's
increase by at least 20%, that she shall be eligible for stock options equal
to 5% of her total common stock holdings at the end of the calendar year,
which may be exercised at $1.00 per share and may be paid for by interest-
free promissory note. There were no options granted during 2000 and Mrs.
Locke waived these options for 1999 as this event would have been harmful to
future business and investor prospects. For 2001 Mrs. Locke has voluntarily
changed her participation to part time only without salary and acts as a
Director and Corporate Secretary.
In July 1998 the Company's subsidiary, Dow Guarantee Corp., entered
into an employment agreement with Charles M. Kluck for a term of five years,
under which Mr. Kluck will be paid an annual salary of $110,000.
In July 1998 the Company's subsidiary, Dow Guarantee Corp., entered
into an employment agreement with Linda C. Kluck, Charles Kluck's sister, for
a term of five years, under which Ms. Kluck will be paid an annual salary of
$70,000. Ms. Kluck is the full time production manager for the subsidiary.
In August 1999 the Company's subsidiary, Jupiter Mortgage Corp.,
entered into an employment agreement with Michael J. Buono for a term of 5
years, under which Mr. Buono will be paid an annual salary of $150,000.
In August 1999 the Company's subsidiary, Jupiter Mortgage Corp.,
entered into an employment agreement with Deanne J. Anderson for a term of 1
year, renewed for an additional period to extend through to December 31,
2001, under which Ms. Anderson will be paid an annual salary of $120,000.
In April 2000 Nelson and Cheryl Locke were issued an option to acquire
300,000 shares of Common Stock jointly for $.50 per share.
OTHER OPTION PLAN
On 4-12-00 the Board of Directors granted options pursuant to two special
option plans which have been designated Form A & B. Form A was developed as
an anti-dilution full ratchet option plan to protect the Company in the event
of any takeover attempt. Format B was developed to recognize certain
shareholders who had supported the Company with cash and/or significant
personal efforts during the past twenty four months.
All shares issued pursuant to these two formats will be restricted shares
under Rule 144. In general Rule 144 provides volume limitations that state
that a person or persons whose shares are aggregated may not sell within any
three month period a number of shares which exceeds the greater of 1% of the
then outstanding shares of the Company's Common Stock or the average weekly
trading value during the four calendar weeks prior to such sale.
The shares issued under this option agreement will be deemed "restricted
shares" under the Act, and the public sale thereof even after the expiration
of the lock up period absent registration of such securities under the Act
may only be made in compliance with Rule 144 promulgated under the Act. The
shares will bear an appropriate restrictive legend reflecting the foregoing.
The basic option agreements were developed by AMSE Counsel Akerman
Senterfitt. Format "A" is to be used in relation to any options exercised by
Directors and Officers and Format "B" relates to all of the other optionees.
All options were granted at 50 cents per option, which was the closing price
of the stock as of April 18, 2000.
The following consists of the number of the options that became available
as a result of the action taken by the Board on 4-12-00.
Name # of Options Granted Format
- ---- -------------------- ------
Locke, Cheryl and Nelson 300,000 A
Shelley, Michael 75,000 A
Sherman, Thomas 75,000 A
Kluck, Charles 75,000 A
Kluck, Linda 75,000 A
Buono, Michael 50,000 A
Anderson, Dee 25,000 A
Hetzel, Lori 15,000 A
Girard, Dean 10,000 A
--------
700,000 - Format A
Brickell Equity Group 200,000 B
Palmun Associates 150,000 B
Rosen Kenneth 25,000 B
Kahn, Mark 20,000 B
Kahn, A 10,000 B
Hoffberger, Robert 30,000 B
Aurelia Partners 20,000 B
Schnelder Trust 20,000 B
Biondo, Jane 10,000 B
Donahue, Edwin 15,000 B
--------
500,000 - Format B
All options, regardless of format, will convert into restricted shares
under Rule 144. In addition, by accepting these options, the optionees agree
to grant voting rights on the underlying shares to The Company. This
assignment of voting rights expires upon arm's length sale of the underlying
shares into the market.
EXECUTIVE PERFORMANCE BONUS POOL
The Company's employment agreement with its President, Nelson A.
Locke, provides that ten percent (10%) of the Company's pre-tax net income
for 1998 through 2002 in excess of the pre-tax net income for December 31,
1997 shall be contributed to an annual bonus pool for the benefit of the
President and other key employees of the Company. The allocation of any bonus
among the President and other key employees is made by the Compensation
Committee.
No bonus was allocated for 2000, 1999 and/or 1998.
STOCK OPTION PLANS
INCENTIVE STOCK OPTION PLAN
The Company's Board of Directors and Shareholders have adopted two
stock option plans. Pursuant to the Incentive Stock Option Plan (the "ISO
Plan"), options to acquire a maximum of 2,000,000 shares, but not more than
eight percent (8%) of the total authorized shares of the Company, may be
granted to directors, officers, employees, consultants and other independent
contractors and persons who performed services relating to the Company,
including wholly or partially owned subsidiaries.
The Plan is administered by a Stock Option Committee consisting of
two or more non-employee directors or in the absence of such a committee, the
Board of Directors.
Pursuant to the ISO Plan, the Company may grant Incentive Stock
Options as defined in Section 422(b) of the Internal Revenue Code of 1986 and
non-qualified stock options not intended to qualify under such section. The
price at which the Company's common stock may be purchased upon exercise of
Incentive Stock Options granted under the Plan will be required to be at
least equal to the fair market value of the common stock on the date of
grant. Non-qualified stock options may be at any price designated by the
Committee on the date of grant. Options granted under the Plan may have
maximum terms of not more than ten (10) years and are not transferable except
by will or the laws of descent and distribution. No Incentive Stock Options
under the Plan may be granted to an individual owning more than ten percent
(10%) of the total combined voting power of all classes of stock issued by
the Company unless the purchase price of the common stock under such option
is at least one hundred ten percent (110%) of the Fair Market Value of the
shares issuable on exercise of the option at the date of grant and such
option is not exercisable more than five (5) years from the date of grant.
Generally, options granted under the Plan terminate upon the
grantee's employment or affiliation with the Company, but the Committee may
authorize an expiration date of up to ninety (90) days following such
termination. If termination was due to death or disability, the options
expire one (1) year after such termination or the termination date set forth
in the option, whichever is earlier. If termination is due to retirement the
option expires ninety (90) days after termination or the termination date set
forth in the option, whichever is earlier.
If a Change of Control takes place, the Board may vote to
immediately terminate all outstanding options or may vote to accelerate the
expiration of options to the tenth day after the effective date of the Change
of Control. If the Board votes to immediately terminate the options, it shall
make a cash payment to the grantees equal to the difference between the
exercise price and the Fair Market Value of the shares that would have been
subject to the terminated option on the date of the Change of Control. A
Change of Control of the Company is generally deemed to occur when any person
becomes the beneficial owner of or acquires voting control with respect to
forty percent (40%) or more of the total voting shares of the Company, the
Company is merged into any other company, or substantially all of its assets
are acquired by another company, or three or more directors nominated by the
Board to serve as a director, each having agreed to serve in such capacity,
failed to be elected in a contested election of directors.
Incentive Stock Options granted under the Plan are subject to the
restriction of the aggregate Fair Market Value as of the date of grant of
options which first become exercisable in any calendar year cannot exceed
$100,000.
The Plan provides for appropriate adjustments in the number and type
of shares covered by the Plan and options granted thereunder in the event of
any reorganization, merger, recapitalization or certain other transactions
involving the Company.
Until the closing of an underwritten public offering by the Company,
pursuant to a registration statement filed and declared effective under the
Securities Act of 1933 covering the offer and sale of the Company's common
stock for the account of the Company, the Company has the right of first
refusal to acquire any shares which were acquired pursuant to the exercise of
options under the Plan at the Fair Market Value on the date of the
shareholder's notice to the Company and the Company shall have the right to
repurchase any option shares following holder's termination of service or
affiliation with the Company for any reason at the original exercise price of
the option.
NON-QUALIFIED STOCK OPTION PLAN
Pursuant to the Non-Qualified Stock Option Plan (the "Non-ISO
Plan"), options to acquire a maximum of 500,000 shares, but not more than two
percent (2%) of the total authorized shares of the Company may be granted to
any person who performed services for the Company and its subsidiaries.
Non-qualified stock options may be at any price designated by the
Committee on the date of grant. Options granted under the Plan may have
maximum terms of not more than ten (10) years and are not transferable except
by will or the laws of descent in distribution.
Generally, options granted under the Plan terminate thirty (30) days
after termination of the grantee's employment or affiliation with the
Company. If termination was due to death or disability, the options expire
one (1) year after such termination or the termination date set forth in the
option, whichever is earlier.
Any conditions or restrictions on exercise lapse on a Change of
Control unless otherwise set forth in the Option Agreement.
The Plan is administered by a Stock Option Committee consisting of
two or more non-employee directors or in the absence of such a committee, the
Board of Directors.
The Plan provides for appropriate adjustments in the number and type
of shares covered by the Plan and options granted thereunder in the event of
any reorganization, merger, recapitalization or certain other transactions
involving the Company.
Until the closing of an underwritten public offering by the Company,
pursuant to a registration, filed and declared effective under the Securities
Act of 1933 covering the offer and sale of the Company's common stock for the
account of the Company, the Company has the right of first refusal to acquire
any shares which were acquired pursuant to the exercise of options under the
Plan. At the Fair Market Value on the date of the shareholder's notice to the
Company and the Company shall have the right to repurchase any option shares
following holder's termination of service or affiliation with the Company for
any reason at the original exercise price of the option.
NON-PLAN STOCK INCENTIVES
In 2000,1999 and 1998, the Company issued 12,600, 151,300 and 74,400
shares respectively of its Common Stock to employees as incentive
compensation. These shares vest at three years. There is no prorated vesting
schedule. These shares have been valued at $1 per share and the Company
recognized amortization expenses of $91,475 in 2000, $46,486 in 1999 and
$7,333 in 1998 per this vesting schedule.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth, as of March 12, 2001, the beneficial
ownership of the Company's 11,624,428 outstanding shares of Common and
preferred Stock by (1) the only persons who own of record or are known to
own, beneficially, more than 5% of the Company's Common Stock; (2) each
director and executive officer of the Company; and (3) all directors and
officers as a group.
Common Preferred
Number of Number of
Name Shares Pct (1) Shares Percent
---- --------- ------- --------- -------
Nelson A. Locke(2) 1,576,084 22.9% 1,426,108 34.6%
Cheryl D. Locke(2) 1,576,084 12.9% 1,426,108 34.6%
Charles M. Kluck(3) 350,005 2.9% 858,995 20.9%
Thomas G. Sherman, Esq. 185,000 1.5%
Michael J. Buono 250,679 2.1% 716,500 17.4%
DeAnne Anderson 194,553 1.6% 716,500 17.4%
All officers and
directors as a group 2,556,221 20.9% 3,718,103 90.3%
(5 persons)
(1) Based upon 12,224,428 common shares outstanding and and 4,118,008
preferred shares as of March 12, 2001. This is 11,624,428 of actual
outstanding common shares and 600,000 options.
(2) Nelson A. Locke and Cheryl D. Locke own such shares as joint tenants.
(3) Includes 338,224 owned by his sister, Linda Kluck.
(4) Includes options to acquire shares under Form A Stock Option Plan as
follows: Cheryl and Nelson Locke 300,000 shares, Charles Kluck 75,000
shares, Michael Buono 50,000 shares, Thomas Sherman 75,000 shares and
Deanne Anderson 25,000 shares.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
A shareholder, Brickell Equity Group received fees for services
during 1999 consisting of 300,000 shares of the Company's common stock valued
at $62,177 for consulting services.
The Company's president, Nelson Locke was owed by the Company
$213,054 for various loans to the company to include deferred salary and
items purchased for the company with personal funds. These amounts were
converted to 426,108 shares of preferred stock.
In October 2000, Nelson Locke exchanged 1,000,000 shares of Common
stock for 1,000,000 shares of Preferred stock.
Two shareholders of the Company (the former owners of Capital
Funding) each owed the Company $50,000 under promissory notes dated December
31, 1997. These notes bear interest at 6% per annum and the interest is
payable annually on December 31st. These notes are due on January 1, 2004.
The interest due at December 31, 1998 and 1999 had not been paid. The total
of principal and interest was $112,000 at December 31, 2000 and December 31,
1999 and $106,000 at December 31, 1998. These notes were written off as part
of the final purchase price for Capital Funding of South Florida, Inc. and a
total of 400,000 shares of preferred stock was also issued to the former
owners per the terms of the original purchase agreement.
Two shareholders of the Company (the former owners of Jupiter
Mortgage) were issued a total of 1,433,000 shares of preferred stock to
finalize the purchase of Jupiter Mortgage per the terms of the original
purchase agreement.
Two shareholders of the Company (the former owners of Dow Guarantee)
were issued a total of 858,895 shares of preferred stock to finalize the
purchase of Dow Guarantee per the terms of the original purchase agreement.
PART IV
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
The following exhibits are filed as a part of this Report, with each
exhibit that consists of or includes a management contract or compensatory
plan or arrangement being identified with an asterisk.
Exhibit No. Description
- ----------- -----------
2(a) Articles of Incorporation of the Registrant (1)
2(b) Articles of Amendment to Articles of Incorporation (1)
2(c) By-Laws of the Registrant (1)
2(d) Incentive Stock Option Plan (1)
2(e) Non-Qualified Stock Option Plan (1)
3(d) Form of Stock Purchase Warrant (1)
3(e) Form of 3% Convertible Debenture (1)
6(a) Employment Agreement as of January 2, 1998 between Registrant
and Nelson A. Locke (1)
6(b) Employment Agreement as of January 2, 1998 between Registrant
and Cheryl D. Locke (1)
6(c) Employment Agreement as of July 31, 1998 between Dow Guarantee
Corp. and Charles M. Kluck (1)
6(d) Employment Agreement as of July 31, 1998 between Dow Guarantee
Corp. and Linda C. Kluck (1)
6(f) Agreement for purchase of Dow Guarantee Corp. (1)
6(g) Agreement for purchase of Capital Funding of South Florida, Inc.
(1)
6(h) Consulting Agreement as of August 25, 1998 between Registrant
and Vistra Growth Partners, Inc. (1)
6(i) Securities Purchase Agreement (1)
6(j) Registration Rights Agreement (1)
6(k) Agreement for purchase of Jupiter Mortgage Corporation
9.0 Other Option Plan (1)
10.0 Consulting Agreement dated September 20, 2000 with 21st Equity
Partners (1)
10.1 Financial Advisory Agreement dated February 2, 2000 with
Capitalink, L.C. (1)
10.2 Investor Relations Consulting Agreement dated January 20, 2000
with Access1 Financial, Inc. (1)
10.3 Consulting Agreement dated January 1, 2000 with Brickell Equity
Group, Inc. (1)
10.4 Investment Banking Agreement dated January 7, 2000 with
Charterbridge Financial Group, Inc. (1)
10.5 Investor Relation Services Agreement dated January 7, 2000 with
Charterbridge Financial Group, Inc. (1)
22 Subsidiaries (1)
27 Financial Data Schedule N/A
(+) Filed Herewith
(1) Previously filed
(b) Reports on Form 8-K:
Two reports on Form 8-K were filed during the last quarter of the
period covered by this report. These were filed to disclose the change in
Certifying Accountants and for the settlement of the Debenture lawsuit.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AMERICA'S SENIOR FINANCIAL SERVICES,
INC.
Dated: April 13, 2001 By: /s/ Nelson A. Locke
----------------------------------
Nelson A. Locke, President
Chief Executive Officer
Dated: April 13, 2001 By: /s/ Dean J. Girard
----------------------------------
Dean J. Girard
Chief Financial Officer
Principal 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
Company an in the Capacities and on the dates indicated.
/s/ Nelson A. Locke President April 13, 2001
- ----------------------
President / CEO Director
Nelson A. Locke
/s/ Cheryl D. Locke Executive Vice President April 13, 2001
- ----------------------
Director
Cheryl D. Locke
/s/ Thomas Sherman Director April 13, 2001
- ----------------------
Director
Thomas Sherman
/s/ Michael J. Buono Director April 13, 2001
- ----------------------
Michael J. Buono
/s/ Charles M. Kluck Director April 13, 2001
- ----------------------
Director
Charles M. Kluck
INDEX TO FINANCIAL STATEMENTS
Financial Statements Page
Independent Auditors' Report for the Year Ended December 31, 2000 F-1
Independent Auditors' Report for the Year Ended December 31, 1999 F-2
Consolidated Balance Sheets at December 31, 2000 and 1999 F-3
Consolidated Statements of Operations for the Years Ended December
31, 2000 and 1999 F-4
Consolidated Statement of Stockholders' Equity for the Years Ended
December 31, 2000 and 1999 F-5
Consolidated Statement of Cash Flows for the Years Ended December
31, 2000 and 1999 F-6
Notes to Consolidated Financial Statements F-7 - F-24
INDEPENDENT AUDITORS' REPORT
To the Board of Directors
and Stockholders of
America's Senior Financial Services, Inc.
We have audited the accompanying consolidated balance sheet of America's
Senior Financial Services, Inc. and subsidiaries (collectively the "Company")
as of December 31, 2000, and the related consolidated statements of
operations, changes in stockholders' equity, and cash flows for the year then
ended. These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on the
consolidated financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit 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 consolidated 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 audit provides
a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position
of America's Senior Financial Services, Inc. and subsidiaries as of December
31, 2000, and the results of their operations and their cash flows for the
year then ended in conformity with generally accepted accounting principles.
The accompanying consolidated financial statements have been prepared
assuming the Company will continue as a going concern. As discussed in Note
1 to the consolidated financial statements, the Company's accumulated deficit
and its loss from operations raise substantial doubt about its ability to
continue as a going concern. Management's plans in regard to these matters
are also described in Note 1. The consolidated financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.
/s/Holyfield & Thomas LLC
Holyfield & Thomas, LLC
West Palm Beach, Florida
March 16, 2001
F-1
INDEPENDENT AUDITORS' REPORT
To the Board of Directors of
America's Senior Financial Services, Inc.
We have audited the accompanying consolidated balance sheet of America's Senior
Financial Services, Inc. and subsidiaries (collectively, the "Company") as of
December 31, 1999, and the related consolidated statements of operations,
changes in stockholders' equity, and cash flows for the year then ended. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on the consolidated
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the overall
consolidated financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
America's Senior Financial Services, Inc. and subsidiaries as of December 31,
1999, and the results of their operations and their cash flows for the year
then ended in conformity with generally accepted accounting principles.
The accompanying consolidated financial statements have been prepared assuming
the Company will continue as a going concern. As discussed in Note 1 to the
consolidated financial statements, the Company's accumulated deficit and its
loss from operations raise substantial doubt about its ability to continue as
a going concern. Management's plans in regard to these matters are also
described in Note 1. The consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/ Ahearn, Jasco + Company, P.A.
____________________________________
AHEARN, JASCO + COMPANY, P.A.
Certified Public Accountants
Pompano Beach, Florida
March 31, 2000
F-2
America's Senior Financial Services Consolidated Balance Sheets
As of December 31, 2000 1999
Assets
Current Assets
Cash and cash equivalents $ 463,079 $ 402,373
Brokerage fees receivable 289,891 214,604
Employee Loans 1,300 175,714
Mortgage loans held for sale 3,976,845 2,389,162
Due from shareholder 20,734
Prepaid Expense 346,561 56,851
Other current assets 72,302
Total Current Assets 5,077,676 3,331,740
Property and equipment, net 368,558 442,897
Other assets
Goodwill, net 4,838,953 5,096,841
Due from related parties 112,000
Notes receivable 250,000 250,000
Other assets 73,585 561,536
Total other assets 5,162,538 6,020,377
Total $10,608,772 $9,795,014
LIABILITIES
Current Liabilities
Current portion of capital lease
obligations $ 44,471 24,934
Lines of credit 149,091 366,298
Warehouse lines of credit 3,961,286 2,639,192
Accounts payable 648,415 394,752
Accrued expenses 1,026,085 447,925
Total current liabilities 5,829,348 3,873,101
Capital lease obligations, less current portion 32,600 56,834
Long term debt, convertible debentures 1,136,000 1,750,000
Commitments and contingencies:
Stockholders equity
Preferred stock:
Series A Convertible, $0.001 par value;
5,000,000 shares authorized, 3,718,003
shares issued and outstanding in 2000 3,718
Series B Convertible, $0.001 par value;
1,000,000 shares authorized, none issued
Series C Convertible, $0.001 par value;
900,000 shares authorized, 400,000
shares issued and outstanding in 2000. 400
Common Stock, $0.001 par value;
25,000,000 shares authorized, shares
issued and outstanding, 9,406,326 in
2000 and 7,690,262 in 1999 9,406 7,690
Additional paid in capital 14,086,285 12,498,553
Retained earnings (deficit) (10,395,979) (8,219,283)
Unearned compensation-restricted stock (93,006) (171,881)
Total Stockholders' equity 3,610,824 4,115,079
Total $10,608,772 $9,795,014
See notes to consolidated financial statements
F-3
America's Senior Financial Services Consolidated Statement of Operations
For the years ended December 31, 2000 1999
Revenues $6,559,976 $4,723,697
Expenses
Payroll and related expense 5,149,098 4,024,889
Administrative, processing, and occupancy 3,244,752 2,996,515
Debenture financing costs 1,491,628
Goodwill amortization 257,888 194,163
Impairment charges 3,259,311
Total expenses 8,651,738 11,966,506
Loss from operations (2,091,762) (7,242,809)
Other
Interest Income (7,160) (34,873)
Interest expense 92,094 553,904
Total other, net 84,934 519,031
Loss before income taxes (2,176,696) (7,761,840)
Provision for income taxes
Net loss (2,176,696) (7,761,840)
Loss per common share:
Basic $ (0.237) $ (1.123)
Diluted $ (0.237) $ (1.123)
Weighted average common shares outstanding 9,166,000 6,909,245
See notes to consolidated financial statements
F-4
America's Senior Financial Services Consolidated Statement of Changes in
Stockholders' Equity
See notes to consolidated financial statements
F-5
America's Senior Financial Services Consolidated Statements of Cash Flows
See notes to consolidated financial statements
F-6
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
America's Senior Financial Services, Inc. ("AMSE") was incorporated on
February 26, 1990. On July 31, 1998, AMSE acquired Dow Guarantee Corp.
("DOW"), on January 29, 1999, AMSE acquired Capital Funding of South
Florida, Inc. ("Capital Funding") and on August 18, 1999, AMSE acquired
Jupiter Mortgage Corp. ("Jupiter"). On September 30, 1999, Capital Funding
and Jupiter were merged and Jupiter was the surviving corporation. AMSE
and its subsidiaries are collectively referred to as "the Company". All
significant intercompany balances and transactions are eliminated in
consolidation.
The Company is engaged in originating, processing, and concurrently
funding
mortgage loans. In addition to providing traditional (or forward) mortgage
loan services, the Company also arranges reverse mortgages specifically
developed to serve the special needs of the senior citizen community, and
has generated a substantial portion of the reverse mortgages originated in
Florida. The Company sells its closed loans to investors for resale into
the secondary market.
Going Concern
The Company's consolidated financial statements have been prepared on a
going concern basis that contemplates the realization of assets and the
settlement of liabilities and commitments in the normal course of business.
The Company has incurred losses of $2,176,696 and $7,761,840 in 2000 and
1999, respectively, and has an accumulated deficit of $10,395,979 at
December 31, 2000. In management's opinion, the operating deficit (which
is largely confined to AMSE corporate activities) is largely the result of
the monies the Company has expended in the execution of its aggressive
acquisition strategy.
In 1999, the Company completed two acquisitions causing gross loan
originations to increase from under $150 million dollars to almost $300
million dollars. In the process the Company invested the capital necessary
to complete due diligence and prepare the appropriate documents to complete
other strategic acquisitions that will again increase the Company's
proforma gross loan origination to a level approaching $1.5 billion
dollars. Management is presently waiting for final commitments on the
funding necessary to close the additional acquisitions. Should such a
closing occur, management believes that the Company should operate
profitably and the Company's balance sheet would be favorably affected.
Historically, the Company has been funding its deficit primarily through
investor capital and has yet to generate profits from its primary operating
activities. Management recognizes that the Company must generate
additional resources and attain profitable operations to enable it to
continue in business. Management's growth plan estimated that given
certain events the Company could achieve critical mass in the year 2001.
Since January 2001, management has taken certain steps to reduce central
office overhead and to increase loan origination revenue system wide.
F-7
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
The Company expects to achieve profitability in 2001 by accelerating
revenue growth in excess of its expense growth. The operating and
administrative infrastructure to manage the growth of the Company is
currently in place. Management plans to increase marketing of its mortgage
products in the marketplace. The marketing efforts of the Company are
dependent upon its ability to fund such efforts; however, there can be no
assurance that the Company will reach profitability without accessing
additional capital resources. Management intends to generate the necessary
capital to operate for the next twelve months by selling common and
preferred shares to qualified investors in private placements, and
completing certain short term borrowings. There are no assurances that the
Company will be able to raise the required capital through the sale of debt
or equity securities or have access to other sources of capital on terms
that are acceptable.
In summary, the realization of assets and satisfaction of liabilities in
the normal course of business is dependent upon the Company's raising
additional equity capital and ultimately reaching profitable operations.
However, no assurances can be given that the Company will be successful in
these activities. Should any of the events discussed above not occur, the
accompanying consolidated financial statements could be materially
affected.
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 the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
Revenue Recognition and Credit Risks
The Company, as a licensed mortgage company, derives its revenues primarily
from mortgage application fees paid by potential borrowers, by brokerage
and processing fees, and service release premiums payable by the borrower
and others at the time of closing. The brokerage and processing fees are
recognized as revenue at the time the loans are closed.
The Company operates in the mortgage banking industry; therefore, it is
highly dependent on the status of the economy and interest rates.
Property and Equipment
Property and equipment is recorded at cost and depreciated using the
straight-line method over the estimated useful lives of the assets,
typically seven years. Expenditures for routine maintenance and repairs
are charged to expense as incurred.
F-8
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
Intangible Assets
The excess of investment cost over the fair value of net assets acquired
(goodwill) is being amortized using the straight-line method over a period
of 20 years. The goodwill arose from the acquisitions of Dow, Capital
Funding, and Jupiter. Amortization of goodwill for the years ended
December 31, 2000 and 1999 were approximately $257,888 and $194,163,
respectively.
As a consequence of downturns in the mortgage industry in 1999 and the
interest rate increases that occurred during 1999, Dow and Capital Funding
operated at cumulative losses since their dates of acquisition. During
1999, an impairment review of these subsidiaries was initiated, pursuant to
SFAS 121, "Accounting for the Impairment of Long-Lived Assets and for Long-
Lived Assets to be Disposed Of". This review determined that the
subsidiaries' estimated future non-discounted cash flows were below its
carrying value as a long-lived asset. Accordingly, the Company has
recorded impairment charges in 1999 to adjust the carrying value of the
goodwill. The adjustments reduced the recorded value of the goodwill by
approximately $3,259,300. Management believes that the fair value of the
remaining assets approximates the amounts to which it was written down.
Advertising
The costs of advertising, promotion and marketing programs are generally
charges to operations in the year incurred. Significant funds were spent
in 1999 to launch a nationwide direct mail campaign to market reverse
mortgages, and the Company invested advertising money to attract loan
correspondents. Total advertising expense was approximately $66,386 and
$392,500 for the years ended December 31, 2000 and 1999, respectively.
Income Taxes
The Company accounts for income taxes in accordance with the Statement of
Financial Accounting Standards No. 109 (SFASS No. 109), "Accounting for
Income Taxes." Deferred taxes are provided on a liability method whereby
deferred tax assets are recognized for deductible temporary differences,
operating loss carryforwards, and tax credit carryforwards, and deferred
tax liabilities are recognized for taxable temporary differences.
Temporary differences are differences between the reported amounts of
assets and liabilities and their tax bases. Deferred tax assets are
reduced by a valuation allowance when in the opinion of management, it is
more likely than not that some portion or all of the deferred tax assets
will not be realized. Deferred tax assets and liabilities are adjusted for
the effects of changes in tax laws and rates on the date of enactment.
State minimum taxes are expensed as paid.
F-9
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
Net Loss Per Common Share
The Company has adopted SFAS No. 128, "Earnings Per Share." SFAS 128
requires companies with complex capital structures or common stock
equivalents to present both basic and diluted earnings per share ("EPS") on
the face of the income statement. Basic EPS is calculated as the income or
loss available to stockholders divided by the weighted average number of
common shares outstanding during the period. Diluted EPS is calculated
using the "if converted" method for convertible securities and the treasury
stock method for options and warrants as previously prescribed by
Accounting Principles Board Opinion No. 15, "Earnings Per Share." The
effect of common shares issuable under the terms of the Company's preferred
stock outstanding are excluded from the calculation of diluted EPS since
the effect is antidilutive. The adoption of SFAS 128 did not have an
impact on the Company's reported results.
Stock Based Compensation
In October 1995, the Financial Accounting Standards Board (FASB) issued
SFAS No. 123, "Accounting for Stock-Based Compensation." SFAS No. 123
encourages, but does not require, companies to record compensation plans at
fair value. The Company has chosen, in accordance with the provision of
SFAS No. 123, to apply Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued Employees" (APB 25) for its stock plans.
Under APB 25, if the exercise price of the Company's stock options is less
than the market price of the underlying stock on the date of grant, the
Company must recognize compensation expense. SFAS No. 123 will be adopted
for disclosure only and will not impact the Company's financial position,
annual operating results, or cash flows.
For transactions with other than employees in which services were performed
in exchange for stock, the transaction were recorded on the basis of the
fair value of the services received or the fair value of the issued equity
instrument, whichever was more readily measurable.
Cash and Cash Equivalents
Cash and cash equivalents include all highly liquid investments purchased
with an original maturity of three months or less. The Company
occasionally maintains cash balances in financial institutions in excess of
the federally insured limits.
Reclassifications
Certain amounts from the 1999 financial statements have been reclassified
to conform to the 2000 presentation.
F-10
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
Fair Value of Financial Instruments
Cash, receivables, mortgage loans held for sale, accounts payable and
accrued expenses are reflected in the financial statements at fair value
due to the short-term nature of these instruments. The fair value of the
Company's obligations under credit agreements, as disclosed in Note 3, are
the same as the recorded amounts because the rates and terms approximate
current market.
New Accounting Pronouncements
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." Among other provisions, it requires
that entities recognize all derivatives as either assets or liabilities in
the statement of financial position and measure those instruments at fair
value. Gains and losses resulting from changes in the fair values of those
derivatives would be accounted for depending on the use of the derivative
and whether it qualifies for hedge accounting. The effective date of this
standard was delayed via the issuance of SFAS No. 137. The effective date
for SFAS No. 133 is now for fiscal years beginning after June 15, 2000,
though earlier adoption is encouraged and retroactive application is
prohibited. The Company does not expect the adoption of this standard to
have a material impact on results of operations, financial position or cash
flows.
Statement of Comprehensive Income
A statement of comprehensive income has not been included, per SFAS No.
130, "Reporting Comprehensive Income," as the Company has no items of other
comprehensive income.
Segment Information
The Company adopted SFAS No. 131, "Disclosure about Segments of an
Enterprise and Related Information," effective January 1, 1999. SFAS No.
131 establishes standards for the way that public companies report selected
information about operating segments in annual and interim financial
reports to shareholders. It also establishes standards for related
disclosers about an enterprise's business segments, products, services,
geographic areas and major customers. The Company operates its business as
a single segment. As a result, no additional disclosure was required.
F-11
2. PROPERTY AND EQUIPMENT
Property and equipment consists of the following at December 31:
2000 1999
Office equipment $ 355,463 $ 345,802
Furniture and fixtures 244,314 249,186
Leasehold improvements 52,890 92,226
Vehicles 47,098 104,562
Total cost 679,765 791,776
Less accumulated depreciation (311,207) (348,879)
Property and equipment, net $ 368,558 $ 442,897
Depreciation expense for the years ended December 31, 2000 and 1999 was
approximately $83,656 and $110,200, respectively.
3. CREDIT AGREEMENTS
Lines of Credit
The Company maintains several lines of credit with different financial
institutions. Interest rates vary, and include prime, prime plus 3%, and a
flat 11% per annum. As of December 31, 2000 and 1999, the total amounts
outstanding under these lines of credit was approximately $149,000 and
$366,000, respectively.
Mortgage Warehouse Agreements
The Company maintains two mortgage warehouse facilities with separate
financial institutions to assist the Company in originating and closing
mortgages. The Company is liable under these agreements only if defaults
occur during a mortgage closing process. As of December 31, 2000, there
was approximately $3,961,000 outstanding under one facility and the second
facility was unused. As of December 31, 1999, there was approximately
$2,639,000 outstanding under one facility and the second facility was
unused. Interest paid during 2000 and 1999 for borrowings under these two
facilities totaled approximately $86,000 and $121,900, respectively, and
was netted against interest revenues.
F-12
4. CAPITAL LEASE OBLIGATIONS AND LONG-TERM DEBT
In 1999, the Company acquired certain office equipment under the provisions
of various long-term leases and has capitalized the minimum lease payments.
The leases have terms from three to four years and are due to expire at
various times through 2002 and 2003. As of December 31, 2000 and 1999, the
leased property and equipment had a recorded cost of $112,556 and is being
depreciated along with other property and equipment (see Note 2)
Future minimum lease payments under the capital lease and the net present
value of these future minimum lease payments subsequent to December 2000
are as follows:
Future minimum lease payments $119,550
Less: Amount representing interest (42,421)
Present value of minimum lease payments 77,071
Less: Current portion (44,471)
Long-term capital lease obligation $ 32,600
Future minimum lease payments subsequent to December 31, 2000 are as
follows: $44,471 in 2001, $15,100 in 2002, $17,500 in 2003.
5. LONG-TERM DEBT, CONVERTIBLE DEBENTURES
On May 6, 1999, the Company entered into a Securities Purchase Agreement,
pursuant to which the Company issued $2,500,000 of 3% convertible
debentures, which are due May 6, 2002, and common stock purchase warrants
for 34,383 shares at $8.70 per share, which expire May 31, 2004. The
Securities Purchase Agreement, among other terms, allows the Company to
require the buyer to purchase additional convertible debentures up to
$7,500,000, as long as AMSE's stock price remains above $5.75 per share.
The holder of the convertible debentures may take the interest in either
cash or common stock of the Company. The debentures are convertible into
common stock at the option of the holder. The conversion price is the
lower of (a) $8.70 per share, or (b) 85% of the average closing bid price
for the Company's common stock for any five of the past 20 trading days
ending immediately before the conversion.
At the time the Company entered into this agreement, the debentures were
available for conversion at $6.16 per share. Under the accounting rule
known as Emerging Issues Task Force (EITF) Topic D-60, this beneficial
conversion feature increases the effective interest rate of the debenture,
and as a result, $441,176 has been charged to interest expense in 1999. In
connection with the placement of this convertible debenture, the Company
issued 185,548 shares of common stock and paid approximately $268,800 in
fees to consultants and placement agents, which resulted in additional
costs recognized of approximately $1,491,600 in 1999.
In October 1999, the debenture holder converted $750,000 of the principal
of the debenture into 152,260 shares of the Company's common stock.
Interest expense associated with the conversion was approximately $1,300
and was paid by the issuance of shares of common stock.
F-13
5. LONG-TERM DEBT, CONVERTIBLE DEBENTURES, continued
In October 1999, the Company accrued a $45,000 penalty due to the debenture
holder. Such penalty was the result of the Company not filing an active
registration statement within 120 days of the debenture issue date per the
terms of the Securities Purchase Agreement dated May 6, 1999. This amount
is included in accounts payable at December 31, 1999, and it was paid in
January 2000 by the issuance of 21,019 shares of common stock.
During the year 2000 an additional $614,000 of the principal of the
debenture was converted by the debenture holder into 368,671 shares of
Company common stock.
6. INCOME TAXES
A summary of income taxes for the years ended December 31st, are as
follows:
2000 1999
Currently payable
Federal $ - $ -
State - -
Deferred tax benefit 669,850 1,220,180
Income tax benefit 669,850 1,220,180
Valuation allowance (669,850) (1,220,180)
Net income tax provision -
Temporary differences between the financial statement carrying amounts and
tax bases of assets and liabilities that give rise to net deferred income
tax assets at December 31, 2000 and 1999 relate to the following:
2000 1999
Net operating loss carryforward $ 1,696,240 $ 1,030,740
Restricted stock awards 16,170 19,900
Financing costs - 284,200
Valuation allowance (1,712,410) (1,334,840)
Net deferred income tax asset $ - $ - _
There are no significant deferred tax liabilities. The Company has used a
combined estimated federal and state tax rate of approximately 35% for all
deferred tax computations. The tax benefit prior to the allowance differs
from the Federal statutory rate of 34% because of non-deductible expenses
(primarily resulting from the goodwill amortization and impairment charges)
and the effect of state income taxes.
F-14
6. INCOME TAXES, continued
The Company has recorded a valuation allowance in accordance with the
provisions of SFAS No. 109 to reflect the estimated amount of deferred tax
assets that may not be realized. In assessing the realizability of
deferred tax assets, management considers whether it is more likely than
not that some portion or all of the deferred tax assets will not be
realized. The ultimate realization of deferred tax assets is dependent
upon the generation future taxable income during the periods in which
temporary differences and/or carryforward losses become deductible.
The Company has available tax net operating loss carryovers ("NOLS") as of
December 31, 2000 of approximately $5,650,000. The NOLs will begin to
expire in the year 2013. Certain provisions of the tax law may limit the
net operating loss carryforwards available for use in any given year in the
event of a significant change in ownership interest. There have been
significant changes in stock ownership; however, management believes that
an ownership change has not yet occurred which would cause the net
operating loss carryover to be significantly limited.
7. RELATED PARTY TRANSACTIONS
Notes Receivable
Two shareholders of the Company (the former owners of Capital Funding) each
owed the Company $50,000 under promissory notes dated December 31, 1997.
These notes bore interest at 6% per annum and the interest was payable
annually on December 31st. These notes were due on January 1, 2004. During
the year 2000 these notes and the related accrued interest were written off
as uncollectible.
Fees for Service
A shareholder of AMSE formerly acted as financial advisor to the Company.
In connection with his services, the shareholder received fees in 1999
consisting of $250,000 in cash and 170,600 shares of common stock, which
were issued pursuant to the placement of the convertible debentures (see
Note 5). During 1999, the shareholder also received fees consisting of
$74,000 cash and 16,000 shares of common stock were issued pursuant to the
acquisition of Capital Funding, and an additional $25,000 has been paid to
this shareholder pursuant to the Jupiter acquisition.
Other
During 2000, the Company's president exchanged 1,000,000 shares of Common
Stock (par value $1,000) for 1,000,000 shares of Preferred Stock (par value
$1,000). In addition, he converted $213,054 of loans he made to the
Company to include deferred salary and items purchased for the Company with
personal funds into 426,108 shares of Preferred Stock. In April 2000, the
Board of Directors authorized the issuance of an option for the President
to acquire 300,000 shares of common stock for $.50 per share under the
terms and conditions of the Form A Stock Option Plan (See note 9).
During 1999, the Company's president purchased a vehicle for $5,000, which
was approximately net book value at the time of sale. At December 31,
1999, the Company's president owed the Company approximately $20,700
(including accrued interest) under notes bearing interest at 5%.
F-15
8. ACQUISITION ACTIVITIES
Capital Funding
On January 29, 1999, AMSE completed the acquisition of Capital Funding in a
tax-free stock exchange. Management of AMSE placed a value of $1,551,648
on the 221,664 shares of common stock issued to the shareholders of Capital
Funding, a valuation that was based on the common stock's trading level
during the time the acquisition was completed. In addition to the shares
of stock issued, AMSE also paid $300,000 in cash to the sellers, incurred
costs of approximately $163,800 (including 16,000 shares issued to AMSE's
investment banker) and assumed liabilities of approximately $120,000. The
cost of the acquisition was allocated to the assets using the purchase
accounting method approximately as follows:
Depreciable tangible property and equipment $ 78,000
Receivables and other current assets, net 108,500
Other assets 67,000
Total liabilities (160,000)
Goodwill 1,922,000
Total $ 2,015,500
As a result, Capital Funding became a wholly owned subsidiary of AMSE on
this date. The financial statements of the Company include the operating
results of the acquired entity since the date of acquisition. The
acquisition agreement with Capital Funding also contains an aggregate value
guarantee; see Note 9.
Jupiter
On August 18,1999, AMSE completed the acquisition of Jupiter in a tax-free
stock exchange. Management of AMSE placed a value of $2,500,000 on the
360,750 shares of common stock issued the shareholders of Jupiter, a
valuation that was based on the common stock's trading level during the
time the acquisition was completed. In addition to the shares of stock
issued AMSE also paid $500,000 in cash to the sellers, incurred costs of
approximately $151,300 and assumed liabilities of approximately $349,300.
The cost of the acquisition was allocated to the assets using the purchase
accounting method approximately as follows:
Depreciable tangible property and equipment $ 125,100
Receivables and other current assets, net 82,790
Other assets 12,000
Total liabilities (349,300)
Goodwill 3,280,710
Total $ 3,151,300
As a result, Jupiter became a wholly owned subsidiary of AMSE on this date.
The financial statements of the Company include the operating results of
the acquired entity since the date of acquisition. The acquisition
agreement with Jupiter also contains an aggregate value guarantee; see Note
9.
F-16
8. ACQUISITION ACTIVITIES, continued
Merger of Capital Funding into Jupiter
On September 30, 1999, AMSE, pursuant to a merger agreement, transferred
its ownership interest in Capital Funding to Jupiter and Jupiter became the
sole surviving entity. Since no change in the ultimate ownership of the
merged entities occurred, this transfer was recorded at historical cost in
a manner similar to a pooling of interests.
Pro Forma Financial Information
The following pro forma summary presents the results of operations as if
the Capital Funding and Jupiter acquisitions had occurred at January 1,
1999, after giving effect to certain adjustments, including amortization of
goodwill. These pro forma results have been prepared for illustrative
purposes only and do not purport to be indicative of what would have
occurred had the acquisitions been made as of those dates, or results of
which may occur in the future.
1999 Consolidated
Pro forma (12 months)
AMSE, Capital Funding and Jupiter
(Unaudited)
Revenues $ 6,554,000
Goodwill and impairment charges (3,626,000)
Other expenses (10,535,000)
Loss from operations (7,607,000)
Interest expense, net (519,000)
Net loss $ (8,126,000)
9. STOCKHOLDERS' EQUITY
Common Stock
The Company has authorized 25,000,000 shares of $0.001 par value Common
Stock (the "Common Stock"). The holders of the Common Stock are entitled
to one vote per share and have non-cumulative voting rights. The holders
are also entitled to receive dividends when, as, and if declared by the
Board of Directors. Additionally, the holders of the Common Stock do not
have any preemptive right to subscribe for, or purchase, any shares of any
class of stock.
F-17
9. STOCKHOLDERS' EQUITY, continued
Preferred Stock
On March 23, 1999, the Company amended its Articles of Incorporation to
authorize up to 10,000,000 shares of $0.001 par value Preferred Stock (the
"Preferred Stock"). The shares of Preferred Stock may be issued from time
to time in one or more series. The Board of Directors is authorized to fix
the number of shares in each series, the designation thereof and the
related rights, preferences and limitations of each series. Specifically
the Board of Directors is authorized to fix with respect to each series (a)
the dividend rate; (b) redeemable features, if any; (c) rights upon
liquidation; (d) whether or not the shares of such series shall be subject
to a purchase, retirement or sinking fund provision, (e) whether or not the
shares of such series shall be convertible into or exchangeable for shares
of any other class and, if so, the rate of conversion or exchange; (f)
restriction, if any, upon the payment of dividends on commons stock; (g)
restrictions, if any, upon the creation of indebtness; (h) voting powers,
if any, of the shares of each series; and (i) such other rights,
preferences and limitations as shall not be inconsistent with the laws of
the state of Florida.
Series A Convertible Preferred Stock
On October 24, 2000, the Board of Directors authorized the Series A
Convertible Preferred Stock consisting of 3,500,000 shares, par value
$0.001 per share, such series ranking superior to any other class or series
of capital stock of the corporation. The Series A Convertible Preferred
Stock is not entitled to receive any dividend. The shares are convertible
into common stock on a one for one basis. Each holder of Series A stock
shall be entitled to three times the number of votes as the common stock.
During the year 2000, 1,000,000 Series A shares were issued to the
Company's President in exchange for 1,000,000 shares of common stock,
426,108 Series A shares were issued to the President on a conversion of
loans he made to the Company (including deferred salary), and 1,433,000
Series A shares were issued to the former owners of Jupiter Mortgage to
finalize the purchase of that subsidiary.
Series B Convertible Preferred Stock
On October 24, 2000 the Board of Directors authorized the Series B
Convertible Preferred Stock, consisting of 1,000,000 shares, par value
$0.001 per share, such series ranking junior to the Series A Preferred.
The Series B Convertible Preferred Stock is not entitled to receive any
dividends. The shares are convertible into common stock on a one for one
basis. This special series has no voting rights as preferred stock. Upon
conversion into common stock the holders shall be entitled to vote. No
shares of Series B Convertible Preferred Stock have been issued as of
December 31, 2000.
F-18
9. STOCKHOLDERS' EQUITY, continued
Series C Convertible Preferred Stock
On October 24, 2000 the Board of Directors authorized the Series C
Convertible Preferred Stock, consisting of 900,000 shares, par value $0.001
per share, such series ranking junior to the Series A and Series B
Preferred. The Series C Convertible Preferred Stock is not entitled to
receive any dividends. In the event of liquidation, the Series C
stockholders are entitled to an amount per share equal to $.3281 and no
more. The shares are convertible into common stock on a one for one basis.
This series has no voting rights as preferred stock. Upon conversion into
common stock, the holders shall be entitled to vote. During the year 2000,
400,000 Series C Preferred Stock were issued to the former owners of
Capital Funding to finalize the purchase of that subsidiary.
Dow Guarantee Acquisition
In conjunction with the acquisition of Dow in July 1998, the Company agreed
to an aggregate value guarantee for the 550,000 shares of the Company's
common stock issued in that transaction. If, at such time a registration
statement has been declared effective by the U.S. Securities and Exchange
Commission (the initial measurement date) and the value of the shares at
the date is not at least $2,750,000, then the Company shall issue
additional shares so that the total shares received by the former Dow
shareholders multiplied by the then fair market value (as defined) equals
$2,750,000. There is also an additional measurement date if an underwriter
of a public offering of the Company's stock imposes a lock-up on the the
stock issued to the former Dow shareholders; this date is one year after
the expiration of the lock-up period, and the adjustment formula is similar
to the initial formula. The Company issued 858,895 shares of Series A
Preferred Stock pursuant to this provision during 2000.
Capital Funding Acquisition
In conjunction with the acquisition of Capital Funding on January 29, 1999,
the Company agreed to an aggregate value guarantee for the 221,664 shares
of the Company's common stock issued in that transaction. If the value of
the shares issued in the acquisition are not at least $6.42 per share on
January 29, 2000, the Company must issue additional shares so that the
total shares received multiplied by the then market value (as defined)
equals this guaranteed amount. As of January 29, 2000, the first year
anniversary of this transaction the value of the shares issued in the
acquisition were less than $6.42 per share. The Company issued 400,000
shares of Series A Preferred Stock pursuant to this provision during 2000.
Jupiter Mortgage Acquisition
In conjunction with the acquisition of Jupiter on August 18, 1999, the
Company agreed to an aggregate value guarantee for the 360,750 shares of
the Company's common stock issued in that transaction. If the value of the
shares issued in the acquisition are not at least $7.00 per share at the
first anniversary of the transaction, i.e. August 2000, the Company must
issue additional shares so that the total shares received multiplied by the
then market value (as defined) equals this guaranteed amount. The Company
issued 1,433,000 shares of Series A Preferred Stock pursuant to this
provision during 2000.
F-19
9. STOCKHOLDERS' EQUITY, continued
Vistra Growth Partners, Inc.
In February 2000, AMSE entered into a termination agreement with its former
financial advisor, Vistra Growth Partners, Inc.; and Louis Weltman. The
number of shares potentially to be issued (1,092,857 shares) was determined
based on Vistra's efforts and services prior to the termination and were to
be earned upon the closing of certain open matters. None of these matters
closed, therefore, management believes that all of these shares will not be
issued.
Stock Purchase Agreement, Debentures, and Warrants
As described in Note 5, the Company entered into a Securities Purchase
Agreement, pursuant to which the Company issued $2,500,000 of 3%
convertible debentures, which are due on May 6, 2002, and common stock
purchase warrants for 34,383 shares at $8.70 per share, which expire on May
31, 2004. Warrants were also issued to placement agents involved in this
transaction in the aggregate of 17,241 warrants with an exercise price of
$8.70 and an expiration date of May 31, 2004. The Securities Purchase
Agreement, among other terms, allows the Company to require the buyer to
purchase additional convertible debentures up to $7,500,000, as long as
AMSE's stock price remains above $5.75 per share. The holder of the
debentures may take the interest in either cash or Company common stock.
The debentures are convertible into common stock at the option of the
holder. The conversion price is the lower of (a) $8.70 per share, or (b)
85% of the average closing bid price for the common stock for five of the
past 20 trading days ending immediately before the conversion. In
connection with the placement of this convertible debenture, the Company
issued 185,548 shares of common stock and paid $268,800 in fees to
consultants and placement agents, which resulted in additional costs
recognized of approximately $1,491,600 in 1999
In October 1999, the debenture holder converted $750,000 of the principal
of the debenture into 152,260 shares of the Company's common stock.
Interest expense associated with the conversion was approximately $1,300
and was paid by the issuance of shares of common stock.
During the year 2000, an additional $614,000 of the principal of the
debenture was converted by the debenture holder into 368,671 shares of the
Company common stock.
Restricted Stock Awards
During 2000 and 1999, a total of 12,600 and 151,300 restricted shares of
the Company's common stock were granted to certain employees with a market
value of $12,600 and $151,300, respectively. These amounts were recorded
as unearned compensation, restricted stock and are shown as a separate
component of stockholder's equity. Unearned compensation is being
amortized to expense over the three-year vesting period and, net of
forfeitures, amounted to $91,415 and $46,486 in 2000 and 1999,
respectively.
F-20
9. STOCKHOLDERS' EQUITY, continued
Stock Option Plan
On March 15, 1999, the shareholders of the Company approved the adoption of
a stock option plan. The plan calls for a maximum of 2,000,000 incentive
stock options and 500,000 non-qualified stock options to be issued, at the
discretion of the Board of Directors, over the next ten years.
Terms of the options, when issued, are as follows: (a) for non-qualified
options, the term of the option may exceed ten years, the options may be
granted to any eligible person with the remaining terms to be determined by
the designated Board Committee; and (b) for incentive options, the term of
the option may not exceed ten years, the exercise price may not be less
than the fair market value of the optioned share on the date of grant, the
option may contain vesting provisions, and the option may contain other
terms to be determined by the designated Board Committee. When options are
granted under this plan, the company will account for such options under
SFAS No. 123 which requires entities that account for awards of stock-based
compensation to employees in accordance with APB 25 to present pro forma
disclosures of results of operations and earnings per share. This pro
forma disclosure presents the results of operations as if compensation cost
was measured at the date of grant based on the fair value of the award.
The fair value for options will be estimated, at the date of grant, using a
Black-Scholes option-pricing model. The Black-Scholes option pricing model
uses the following weighted-average assumptions, (a) a risk-free interest
rate, (b) a dividend yield, (c) a volatility factor of the expected market
price of the Company's common stock and (d) the weighted-average expected
life of the options. The Black Scholes option valuation model was
developed for use in estimating the fair value of traded options that have
no vesting restrictions and are fully transferable. In addition, option
valuation models require the input of highly subjective assumptions
including the expected stock price volatility.
Non-Qualified Stock Option Plan
Pursuant to the Non-Qualified Plan (the "Non-ISO Plan"), options to acquire
a maximum of 500,000 shares, but not more than two percent (2%) of the
total authorized shares of the Company may be granted to any person who
performed services for the Company and its subsidiaries. Non-qualified
stock options may be at any price designated by the Committee on the date
of grant. Options granted under the Plan may have maximum terms of not
more than ten (10) years and are not transferable except by will or the
laws of descent in distribution.
Generally, options granted under the Plan terminate thirty (30) days after
termination of the grantee's employment or affiliation with the Company.
If termination was due to death or disability, the options expire one (1)
year after such termination or the termination date set forth in the
option, whichever is earlier. Any conditions or restrictions on exercise
lapse on a Change of Control unless otherwise set forth in the Option
Agreement. The Plan is administered by a Stock Option Committee consisting
of two or more non-employee directors or in the absence of such a
committee, the Board of Directors. The Plan provides for appropriate
adjustments in the number and type of shares covered by the Plan and
options granted thereunder in the event of any reorganization, merger,
recapitalization or certain other transactions involving the Company.
F-21
9. STOCKHOLDERS' EQUITY, continued
Non-Qualified Stock Option Plan, continued
Until the closing of an underwritten public offering by the Company
pursuant to a registration, filed and declared effective under the
Securities Act of 1933 covering the offer and sale of the Company's common
stock for the account of the Company, the Company has the right of first
refusal to acquire any shares which were required pursuant to the exercise
of options to the Company and the Company shall have the right to
repurchase any option shares following holder's termination of services or
affiliation with the Company for any reason at the original exercise price
of the option.
Other Option Plans
In April 2000, the Board of Directors granted options pursuant to two
special option plans which have been designated Form A & B. Form A was
developed as an anti-dilution option plan to protect the Company in the
event of any takeover attempt. Form B was developed to recognize certain
shareholders who had supported the Company with cash and/or significant
personal efforts during the past two years.
All shares issued pursuant to these two forms will be restricted shares.
The restrictions call for volume limitations that state that a person or
persons whose shares are aggregated may not sell within any three month
period a number of shares which exceeds the greater of 1% of the then
outstanding shares of the Company's Common Stock or the average weekly
trading value during the four calendar weeks prior to such sale.
The Board of Directors authorized the issuance of Form A options to acquire
700,000 shares and Form B options to acquire 500,000 shares at $.50 per
share. All options, regardless of form, will convert into restricted
shares under Rule 144. In addition, by accepting these options, the
optionees agree to grant voting rights on the underlying shares to the
Company. This assignment of voting rights expires upon arm's length sale
of underlying shares into the market.
The following table summarizes the Company's stock option activity:
Exercise
Shares Price
Outstanding at beginning of year - -
Granted in 2000
Form A 700,000 $ .50
Form B 500,000 $ .50
Exercised - -
Expired - -
________ ___
Outstanding and exercisable at
end of year 1,200,000 $ .50
F-22
10. COMMITMENTS AND CONTINGENCIES
Operating Leases
The Company leases office space in various locations as well as certain
office equipment and a vehicle. Future minimum lease payments subsequent
to December 31, 2000 under these operating leases are as follows: $225,075
in 2001, $157,166 in 2002, $130,289 in 2003 and $1,445 in 2004. Rent
expense for the years ended December 31, 2000 and 1999 was $397,316 and
$415,224, respectively.
Litigation
From time to time, the Company is exposed to claims, regulatory, and legal
actions in the normal course of business, some of which are initiated by
the Company. At December 31, 2000, management believes that any such
outstanding issues will be resolved without significantly impairing the
financial condition of the Company.
11. NET LOSS PER SHARE
For the year ended December 31, 2000 and 1999, basic and diluted weighted
average common shares include only common shares outstanding. The
inclusion of common share equivalents would be anit-dilutive and, as such,
they are not included. However, the common stock equivalents, if
converted, would have increased common shares outstanding at December 31,
2000 and 1999 by 6,654,934 and 869,123 shares, respectively. The December
31, 2000 equivalents are comprised of 4,118,003 preferred shares, 1,250,000
shares related to convertible debentures, 1,200,000 related to the stock
option plan and 86,931 shares applicable to the warrants at December 31,
2000.
A reconciliation of the number of shares shown as outstanding in the
consolidated financial statements with the number of shares used in the
computation of weighted average common shares outstanding is shown below:
2000 1999
(Preferred) (Common) (Common)
Shares outstanding at December 31,
2000 and 1999 4,118,003 9,406,326 7,690,262
Effect of weighting (3,928,043) (240,326) (781,017)
Weighted average shares outstanding 189,960 9,166,000 6,909,245
F-23
12. NOTE TO CONSOLIDATED STATEMENTS OF CASH FLOWS
Non-Cash Investing and Financing Activities 2000 1999
Acquisition of net tangible assets for stock
(See note 8) $ $
222,910
Acquisition of goodwill for stock (See note 8) 5,202,710
Conversion of debentures payable for stock
(See notes 5 and 9) 614,000 750,000
Issuance of restricted stock to employees
(See note 9) 12,600 151,300
Issuance of stock for investment services
(See notes 7 and 8) 40,000
Conversion of related party debt to preferred stock
(See note 7) 213,054
Other
On September 30, 1999, the Company transferred its ownership interest in
Capital Funding to Jupiter and Jupiter became the sole surviving entity.
Since no change in ownership of the entities occurred, the transfer was
recorded at historical cost in a manner similar to a pooling of interest
(See note 8).
During 2000, the Company's president exchanged 1,000,000 shares of Common
Stock (par value $1,000) for 1,000,000 shares of Preferred Stock (par value
$1,000) (See note 7). The exchange was recorded at par value.
13. SUBSEQUENT EVENT
In February 2001, 1,250,000 shares of common stock was issued in exchange
for $1,136,000 of convertible debentures outstanding.
F-24