U.S.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] |
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarter ended ended June 30, 2005
[ ] |
TRANSITION UNDER
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File No. 0-23965
Entrust Financial Services,
Inc.
(Exact name of
small business issuer in its charter)
Colorado
(State of incorporation) |
84-1374481 (I.R.S. Employer File Number) |
Fifth Floor,
6795 E. Tennessee Ave., Denver, Colorado 80224
(Address of principal executive offices)
(303)
322-6999
(Issuers telephone number, including area code)
Securities Registered Under Section 12(b) of the Exchange Act: None
Securities Registered Under Section 12(g) of the Exchange Act:
Common Stock, $.0000001 per share par value
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
State the number of shares outstanding of each of the issuers common equity as of the last practicable date:
Class | Outstanding at June 30, 2005 | ||
---|---|---|---|
Common Stock, $.0000001 par value, net of |
|||
Treasury Stock | 2,612,295 |
Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
References in this document to us, we, our, or the Company refer to Entrust Financial Services, Inc. its predecessors and its subsidiaries.
FORM
10-QSB
Entrust
Financial Services, Inc.
INDEX
Page | |||||
---|---|---|---|---|---|
PART I. FINANCIAL INFORMATION | |||||
Item 1. Condensed Consolidated Financial Statements | |||||
Balance Sheet as of June 30, 2005 and December 31, 2004 |
3 | ||||
Statements of Operations for the three months and six | |||||
months ended June 30, 2005 and 2004 | 4 | ||||
Statements of Cash Flows for the three months ended | |||||
June 30, 2005 and 2004 | 5 | ||||
Notes to the Unaudited Financial Statements | 6 | ||||
Item 2. Managements Discussion and Analysis of Financial | |||||
Condition and Results of Operations | 12 | ||||
Item 3. Controls and Procedures | 16 | ||||
PART II. OTHER INFORMATION | |||||
Item 1. Legal Proceedings | 16 | ||||
Item 2. Changes in Securities and Use of Proceeds | 16 | ||||
Item 3. Defaults Upon Senior Securities | 16 | ||||
Item 4. Submission of Matters to a Vote of Security Holders | 17 | ||||
Item 5. Other Information | 18 | ||||
Item 6. Exhibits and Reports on Form 8-K | 18 | ||||
Item 6a. Exhibit List | 18 | ||||
Form 10-QSB Signature Page | 19 | ||||
Exhibit 31.1 Certification of CEO pursuant to Sec. 302 | 21 | ||||
Exhibit 31.2 Certification of CFO pursuant to Sec. 302 | 22 | ||||
Exhibit 32.1 Certification of CEO pursuant to Sec. 906 | 23 | ||||
Exhibit 32.2 Certification of CFO pursuant to Sec. 906 | 24 |
2
PART 1 - FINANCIAL INFORMATION
ITEM 1. Financial Statements:
ENTRUST
FINANCIAL SERVICES, INC.
CONSOLIDATED BALANCE SHEETS
June 30, 2005 (unaudited) |
December 31, 2004 | ||||
---|---|---|---|---|---|
ASSETS | |||||
CURRENT ASSETS | |||||
Cash and cash equivalents | $ 632,869 | $ 1,101,155 | |||
Cash, restricted | -- | 2,805 | |||
Accounts receivable | 90,906 | 54,796 | |||
Mortgage loans held for sale | 26,323,433 | 42,618,137 | |||
Prepaid expenses and other current assets | 61,743 | 76,995 | |||
Total current assets | 27,108,951 | 43,853,888 | |||
Property and equipment, net | 355,554 | 409,107 | |||
OTHER ASSETS | |||||
Intangibles, net | 1,216,550 | 1,279,883 | |||
Deposits and Other assets | 288,560 | 279,559 | |||
Total other assets | 1,505,110 | 1,559,442 | |||
TOTAL ASSETS | $ 28,969,615 | $ 45,822,437 | |||
LIABILITIES AND STOCKHOLDERS EQUITY | |||||
CURRENT LIABILITIES | |||||
Warehouse lines of credit | $ 25,436,454 | $ 41,662,386 | |||
Accounts payable | 307,459 | 120,242 | |||
Accrued other expenses | 411,181 | 876,139 | |||
Loan indemnification reserve, current portion | 569,067 | 530,804 | |||
Convertible Promissory Note, current portion | 1,500,000 | 1,200,000 | |||
Capital lease obligations, current portion | 70,622 | 70,622 | |||
Total current liabilities | 28,294,783 | 44,460,193 | |||
Convertible Promissory Note, less current portion | -- | 500,000 | |||
Loan indemnification reserve, less current portion | 1,060,453 | 889,335 | |||
Capital lease obligations, less current portion | 29,434 | 63,918 | |||
Total liabilities | 29,384,670 | 45,913,446 | |||
STOCKHOLDERS EQUITY | |||||
Common stock, $.0000001 par value, 50,000,000 shares | |||||
authorized, 2,612,295 issued and outstanding for 2005 and | 1 | 1 | |||
2,612,295 issued and outstanding for 2004 | |||||
Paid-in capital | 7,605,555 | 7,605,555 | |||
Retained earnings | (8,020,611 | ) | (7,696,565 | ) | |
Total stockholders equity | (415,055 | ) | (91,009 | ) | |
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY | $ 28,969,615 | $ 45,822,437 | |||
See accompanying notes to the unaudited financial statements.
3
ENTRUST
FINANCIAL SERVICES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
Three Months Ended |
Six Months Ended |
|||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
June 30, 2005 |
June 30, 2004 |
June 30, 2005 |
June 30, 2004 | |||||||||||
REVENUE | ||||||||||||||
Loan origination fees and gain on | $ 4,025,943 | $ 4,754,224 | $ 8,517,252 | $ 8,411,284 | ||||||||||
sale of loans | ||||||||||||||
Direct costs of loan origination | (2,096,075 | ) | (2,393,639 | ) | (4,470,688 | ) | (4,120,283 | ) | ||||||
Interest income | 377,869 | 427,780 | 1,053,805 | 834,633 | ||||||||||
Interest expense, warehouse and | (340,496 | ) | (307,429 | ) | (848,001 | ) | (552,718 | ) | ||||||
other debt | ||||||||||||||
Total revenue | 1,967,241 | 2,480,936 | 4,252,368 | 4,572,916 | ||||||||||
EXPENSES | ||||||||||||||
Salaries, commissions, and benefits | 1,423,460 | 1,404,569 | 2,740,412 | 2,578,531 | ||||||||||
Occupancy, equipment and | 137,557 | 187,768 | 331,571 | 336,910 | ||||||||||
communication | ||||||||||||||
General and administrative | 201,272 | 229,896 | 529,374 | 435,025 | ||||||||||
Provision for loan losses | 390,620 | 424,927 | 737,153 | 742,835 | ||||||||||
Interest expense, convertible | 44,854 | 80,727 | 112,809 | 327,292 | ||||||||||
promissory note | ||||||||||||||
Depreciation expense | 30,907 | 27,716 | 61,760 | 62,817 | ||||||||||
Amortization expense | 31,667 | 22,500 | 63,335 | 45,000 | ||||||||||
Total expenses | 2,260,337 | 2,378,103 | 4,576,414 | 4,528,410 | ||||||||||
INCOME (LOSS) BEFORE INCOME TAXES | (293,096 | ) | 102,833 | (324,046 | ) | 44,506 | ||||||||
PROVISION FOR INCOME TAXES | -- | -- | -- | -- | ||||||||||
NET LOSS | $ (293,096 | ) | $ 102,833 | $ (324,046 | ) | $ 44,506 | ||||||||
Basic Earnings per share | $ (0.11 | ) | $ 0.04 | $ (0.12 | ) | $ 0.02 | ||||||||
Diluted earnings per share | $ (0.11 | ) | $ 0.03 | $ (0.12 | ) | $ 0.01 | ||||||||
Basic Weighted Average Shares | ||||||||||||||
Outstanding | 2,612,295 | 2,581,795 | 2,612,295 | 2,581,795 | ||||||||||
Diluted Weighted Average Shares | ||||||||||||||
Outstanding | 2,704,795 | 3,011,795 | 2,704,795 | 3,011,795 | ||||||||||
See accompanying notes to the unaudited financial statements.
4
ENTRUST
FINANCIAL SERVICES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
Six Months Ended June 30, 2005 |
Six Months Ended June 30, 2004 | ||||
---|---|---|---|---|---|
CASH FLOWS FROM OPERATING ACTIVITIES | |||||
Net income (loss) | $ (324,046 | ) | $ 44,506 | ||
Non-cash items- | |||||
Depreciation and amortization | 125,094 | 107,817 | |||
Provision for loan losses | 210,380 | 255,751 | |||
(Increase) decrease in- | 1,500 | ||||
Accounts receivable | (36,110 | ) | |||
Mortgage loans held for sale | 16,294,702 | (120,822 | ) | ||
Prepaid expenses and other assets | 5,253 | 14,573,653 | |||
Increase (decrease) in- | (10,108 | ) | |||
Accounts payable | 187,216 | ||||
Accrued other expenses | (464,958 | ) | (2,175 | ) | |
Net cash provided (used) by operating activities | 15,997,531 | (459,849 | ) | ||
CASH FLOWS FROM INVESTING ACTIVITIES | |||||
Purchase of property and equipment | (8,208 | ) | (95,763 | ) | |
Decrease (Increase) in restricted cash | 2,805 | 198,540 | |||
Net cash provided (used) by investing activities | (5,403 | ) | 102,777 | ||
CASH FLOWS FROM FINANCING ACTIVITIES | |||||
Net borrowings (repayments), warehouse lines of credit | (16,225,932 | ) | (14,345,663 | ) | |
Repayment of long-term debt | (500,000 | ) | (150,000 | ) | |
Proceeds from Borrowings | 300,000 | -- | |||
Repayments, capital lease obligations | (34,482 | ) | (34,433 | ) | |
Net cash provided (used) by financing activities | (16,460,414 | ) | (14,530,096 | ) | |
INCREASE (DECREASE) IN CASH | |||||
AND CASH EQUIVALENTS | (468,286 | ) | (37,046 | ) | |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 1,101,155 | 1,042,742 | |||
CASH AND CASH EQUIVALENTS, END OF PERIOD | $ 632,869 | $ 1,005,696 | |||
SUPPLEMENTAL INFORMATION | |||||
Cash Paid For Income Taxes | $ None | $ None | |||
Cash Paid For Interest | $ 345,785 | $ 910,155 | |||
See accompanying notes to the unaudited financial statements.
5
ENTRUST
FINANCIAL SERVICES, INC.
NOTES TO FINANCIAL STATEMENTS
June 30, 2005
(unaudited)
NOTE 1 - ORGANIZATION AND GOING CONCERN
Entrust Financial Services, Inc. (the Company) was incorporated on November 8, 1996, under the laws of the State of Colorado as Centennial Banc Share Corporation. The name of the Company was changed to Entrust Financial Services, Inc. as of April 6, 2001. The Company was formed for the purpose of developing and maintaining the business associated with mortgage banking. |
Entrust Mortgage, Inc. was incorporated in Colorado in 1999 and is a wholly owned subsidiary of the Company. Entrust Mortgage engages primarily in the origination and wholesale purchase of non-conforming residential mortgage loans in thirty-eight states. The Companys headquarters is located in Denver, Colorado. |
The Company has experienced operating losses for the year ended December 31, 2004 and quarter ended June 30, 2005 and has stockholder deficit for the same periods. The Company is in default under its current warehouse line of credit and needs to raise additional capital to correct the default. These matters raise substantial doubt about the Companys ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
NOTE 2 - SUBSEQUENT EVENT
On July 26, 2005, the shareholders of Entrust Financial Services, Inc. ratified and approved the following resolutions at a Special Meeting of the shareholders: |
1. Approval of the Stock Purchase Agreement (the Entrust Mortgage Stock Purchase Agreement) by and among the Company, Entrust Mortgage, Inc., a wholly-owned subsidiary of the Company (Entrust Mortgage) and BBSB, LLC (BBSB) and the transactions contemplated thereby, including the sale of all shares of Entrust Mortgage to BBSB in exchange for the cancellation of any and all obligations of the Company to BBSB and Entrust Mortgage and the assumption of certain obligations of the Company to third-parties (the Entrust Mortgage Sale). |
2. Approval of the sale and issuance, in a private placement to Arnold P. Kling and R&R Biotech Partners, LLC (collectively, the ENFN Stock Purchasers), of 49,500,000 shares of the Companys common stock in exchange for aggregate gross proceeds to Entrust Financial of $500,000 (the Entrust Financial Stock Sale). |
3. Approval of an amendment to the Articles of Incorporation of the Company to increase the number of authorized common stock to One Hundred Million (100,000,000) in order to complete the Entrust Financial Stock Sale (the Articles Amendment). |
On July 31, 2005, the sale of Entrust Mortgage, Inc. to BBSB was completed. After the closing of the Entrust Mortgage Sale, Entrust Financial Services has no operations. |
6
ENTRUST
FINANCIAL SERVICES, INC.
NOTES TO FINANCIAL STATEMENTS
June 30, 2005
(unaudited)
The closing date of the Entrust Financial Stock Sale has not been scheduled, but is expected to occur on or before August 5, 2005.The Entrust Financial Stock Sale is subject to a number of closing conditions as more fully set forth in the proxy statement distributed in connection with the Special Meeting of the shareholders. The ENFN Stock Purchasers have not yet determined the operations, if any, of Entrust Financial Services following the closing of the Entrust Financial Stock Sale. |
NOTE 3 - SALE OF ENTRUST MORTGAGE
On July 31, 2005, the sale of Entrust Mortgage, Inc. to BBSB was completed. After the closing of the Entrust Mortgage Sale, Entrust Financial Services has no operations. |
The closing date of the Entrust Financial Stock Sale has not been scheduled, but is expected to occur on or before August 5, 2005.The Entrust Financial Stock Sale is subject to a number of closing conditions as more fully set forth in the proxy statement distributed in connection with the Special Meeting of the shareholders. The ENFN Stock Purchasers have not yet determined the operations, if any, of Entrust Financial Services following the closing of the Entrust Financial Stock Sale. |
The shareholders of the Company did not receive any consideration in the Entrust Mortgage Sale, but will receive a one time aggregate dividend of $400,000 if both the Entrust Mortgage Sale and the Entrust Financial Stock Sale are completed, as described in more detail below. |
NOTE 4- SALE OF STOCK OF ENTRUST FINANCIAL
On May 12, 20005 the Company entered into a Common Stock Purchase Agreement (the Stock Purchase Agreement) by and among the Company, Entrust Mortgage, and the ENFN Stock Purchasers pursuant to which the ENFN Stock Purchasers have agreed to purchase 49,500,000 newly issued shares of Common Stock of the Company for an aggregate purchase price of $500,000 in cash (the Entrust Financial Stock Sale). The Company has declared and set a record date of July 25, 2005 for a special dividend, which is contingent upon the closing pursuant to the Stock Purchase Agreement (the Special Dividend), in an aggregate amount equal to $400,000.00. The Company intends to pay such Special Dividend as soon as practicable following the closing. |
The Entrust Financial Stock Sale is subject to a number of closing conditions as more fully set forth in the proxy statement distributed in connection with the Special Meeting of the shareholders. The closing of this transaction have not been scheduled but is expected to take place on or before to August 5, 2005. |
NOTE 5 - BASIS OF PRESENTATION
The Company, through its subsidiary, Entrust Mortgage, Inc. is engaged in mortgage banking activities in 38 states. The Companys mortgage banking business is principally focused on wholesale and retail residential mortgage origination activities. The Company primarily originates non-conforming mortgage loans, which are loans that do not conform to FNMA, FHLMC, FHA and VA requirements. The principal deviation from such standards relate to the lower documentation standards where there is a lower loan-to-value ratio, although some do not conform because of the size of the mortgage loan. The Companys underwriting guidelines are based upon the underwriting standards established by investors to whom such loans are sold. |
7
ENTRUST
FINANCIAL SERVICES, INC.
NOTES TO FINANCIAL STATEMENTS
June 30, 2005
(unaudited)
Wholesale loan origination involves the funding by the Company of loans submitted by non-affiliated mortgage brokers. The Company has active contractual relationships with over 600 brokers firms and supports this clientele with traditional telemarketing and a web-based, proprietary automated underwriting system that supports the loan application process 24 hours a day, 7 days a week. The Company typically realizes revenue from the sale of such loans to investors for a price greater than the amount paid to the mortgage broker. |
Retail loan origination involves the direct solicitation of realtors, builders and prospective borrowers for the origination of mortgage loans. The Company derives revenues from the loan origination fees and the loan premium fee that is received from the purchaser of the loan. Generally, the revenue is shared on a negotiated basis with loan officers and others who procure the loan and assist in the loan origination process. The financial benefits to the Company of the retail division is both as a source of loans for the wholesale division and as a source of loan fees to improve total profits. |
Companys management monitors the revenue streams of the various products and services. Operations are managed and financial performance is evaluated on a company-wide basis. Accordingly, all of the Companys mortgage banking operation is considered by management to be aggregated in one reportable operating segment. |
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-QSB and Regulation S-B. Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States of America for complete financial statements and should be read in conjunction with the Companys Annual Report on Form 10-KSB for the fiscal year ended December 31, 2004. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations have been included. Operating results for the six months ended June 30, 2005 are not necessarily indicative of the results that might be expected for the 12 months ending December 31, 2005. |
Principles of Consolidation |
The accompanying financial statements include the accounts of the Company and its wholly owned subsidiary, Entrust Mortgage, Inc. All intercompany balances and transactions have been eliminated. |
Use of Estimates |
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
8
ENTRUST
FINANCIAL SERVICES, INC.
NOTES TO FINANCIAL STATEMENTS
June 30, 2005
(unaudited)
Mortgage Loans Held for Sale and Revenue Recognition |
Mortgage loans held for sale are carried at the lower of cost or market determined on an aggregate loan basis. Market value for mortgage loans covered by investor commitments is based on commitment prices. Market value for uncommitted loans is based on current delivery prices. |
Loan origination fees, net of direct costs, are deferred and recognized over the term of the loan or at the time the loan is sold. Gains or losses from the sale of mortgages are recognized based upon the difference between the selling price and carrying value of the related loans upon sale. Interest income is accrued to income based on the principal amount outstanding. |
Loans are considered sold when the Company surrenders control over the financial assets. Control is considered to have been surrendered when the transferred assets have been isolated from the Company, beyond the reach of the Company and its creditors; the purchaser obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets; and the Company does not maintain effective control over the transferred assets through an agreement that both entitles and obligates the Company to repurchase or redeem the transferred assets before their maturity. The Company typically considers the above criteria to have been met upon acceptance and receipt of sales proceeds from the purchaser. |
Loan Indemnification Reserve |
Loans sold to investors by the Company and which met investor and agency underwriting guidelines at the time of sale may be subject to repurchase in the event of specific default by the borrower or subsequent discovery that underwriting standards were not met. The Company may, upon mutual agreement, indemnify the investor against future losses on such loans. The Company has established a reserve for losses related to these representations and warranties. |
As of June 30, 2005, the Company has outstanding indemnification agreements with investors totaling $569,067, requiring current aggregate monthly payments of $56,316 and expiring May 2005 through July 2006. These liabilities are included as part of the loan indemnification reserve. |
Reclassifications |
Certain reclassifications have been made to prior year balances to conform to the current year financial statement presentation. |
Recently Issued Accounting Pronouncements |
In December 2004, the FASB issued FASB Statement No. 123 (Revised), Share-Based Payment. SFAS No. 123R requires public entities to measure the cost of stock-based compensation based on the grant date fair value of the award, and is effective for interim periods beginning after June 15, 2005. The financial statement impact of adopting SFAS 123R is not expected to differ materially from historical proforma disclosures. Management is evaluating the transition alternatives, all of which require compensation expense to be included in net income in 2005, and valuation methodologies allowed under the new standard. |
9
ENTRUST
FINANCIAL SERVICES, INC.
NOTES TO FINANCIAL STATEMENTS
June 30, 2005
(unaudited)
NOTE 6 - WAREHOUSE LINES OF CREDIT
The Company has a $14,000,000 warehouse line of credit agreement dated September 7, 2004, expiring September 30, 2005, which provides financing for the Companys origination of mortgage loans. The line of credit bears interest at LIBOR plus 2.50% to 3.75% depending on the underlying collateral. Purchase proceeds are withdrawn from the Companys bank account as funding proceeds from investors are deposited. The underlying mortgages and related documents and instruments collateralize the line of credit. At June 30, 2005, the outstanding principal balance of the warehouse line of credit amounted to $25,436,454. |
The agreement contains certain financial covenants, including maintenance of minimum tangible net worth and equity base, maximum debt to tangible net worth and equity base ratios, minimum current ratio, and limitations on transactions with affiliates and stockholder distributions, as defined in the agreement. As of June 30, 2005, the Company was in default under certain financial covenants. The Company is currently having discussions with the lender to resolve all outstanding issues. |
NOTE 7 -- CONVERTIBLE PROMISSORY NOTE
As of December 31, 2003, the Convertible Promissory Note (Note) had interest payable monthly in arrears at 12% per annum, and additional interest at 33% per annum payable upon maturity or prepayment of the Note. The Note is secured by all the assets (e.g. accounts, contracts, intangible assets, furniture & fixtures) of Entrust Mortgage, Inc.. In addition, the Company entered into a Pledge Agreement, whereby all the shares of the common stock of Entrust Mortgage, Inc. are held by the lender to ensure timely payment and performance of the obligation. |
As of April 1, 2004, the Company and the Note Holder agreed to amend and restate the Note. In exchange for the restructuring, the Holder agreed to waive the Companys uncured Events of Default existing under the Note. Effective with the amendment, the outstanding principal balance will bear interest at 12% per annum, payable monthly in arrears. The principal balance is payable in 20 installments ending on May 1, 2006 ($50,000 is payable on the first day of each month commencing on April 1, 2004 and ending on September 1, 2004; and $100,000 is payable on the first day of each month commencing on January 1, 2005 and ending on May 1, 2006). The promissory note had accrued interest of $822,000 as of the date of the restructure. The Company agreed to pay $500,000 of the interest upon execution of the agreement, $22,000 before July 1, 2004 and $100,000 on the first day of each month commencing on October 1, 2004 and ending on December 1, 2004. The Note Holder has the right to convert the principal amount to common stock at $.50 per share in lieu of payment of principal amount. The Company has the right to prepay the Note at any time. |
On May 26, 2005, the Company entered into a Second Amended and Restated Promissory Note pursuant to which BBSB agreed to loan an additional $300,000 to the Company under the terms of the existing Amended and Restated Promissory Note. The terms of the Note are substantially similar to the terms of the Prior Note with the exception that (i) it shall be an event of default under the terms of the Note if the Companys shareholders do not approve the proposed sale of Entrust Mortgage to BBSB under the terms of a Stock Purchase Agreement and (ii) BBSB has agreed to waive the $100,000 payment that would have been due from the Company to BBSB on June 1, 2005 under the terms of the Prior Note. |
10
ENTRUST
FINANCIAL SERVICES, INC.
NOTES TO FINANCIAL STATEMENTS
June 30, 2005
(unaudited)
NOTE 8 - INTANGIBLE ASSETS
Intangible assets represent the excess of acquisition costs over the fair value of the net assets of acquired businesses, which have been allocated to identifiable intangible assets as follows at June 30, 2005: |
Description |
Estimated Life |
Acquisition Cost |
Accumulated Amortization |
Net Carrying Value | |||||
---|---|---|---|---|---|---|---|---|---|
Client contracts | 15 Years | $1,200,000 | $(381,850 | ) | $ 818,150 | ||||
Technology rights | 10 Years | 200,000 | (117,000 | ) | 83,000 | ||||
State licenses | 15 Years | 400,000 | (84,600 | ) | 315,400 | ||||
$1,800,000 | $(583,450 | ) | $1,216,550 | ||||||
Effective October 1, 2004 the estimated life of the client contracts and state licenses were changed from 20 years and 40 years, respectively, to 15 years to reflect the current economic life of these intangibles. Amortization expense will amount to $147,250 for each of the next five years. |
NOTE 9 - INCOME TAXES
The Company has net operating losses of approximately $4,473,000 available to offset future consolidated federal and state taxable income through 2023. Based upon the Companys current operating losses and the uncertainty as to future taxable income, a full valuation allowance has been provided for the Companys net deferred tax asset as of June 30, 2005. |
NOTE 10 - COMMITMENTS AND CONTINGENCIES
Commitments to Originate Loans |
The Company regularly enters into commitments to originate loans at a future date subject to compliance with stated conditions. These commitments have off-balance sheet risk to the extent the Company does not have matching commitments to sell the loans, which expose the Company to market risk if interest rates change. The Company is also exposed to credit loss if the loan is originated and the mortgagor does not perform. The collateral upon extension of credit typically consists of a deed of trust in the mortgagors residential property. |
Separation Agreements |
On July 5, 2002, the Companys Chairman of the Board resigned. Beginning in July 2002 and continuing for a period of forty-eight months through July 2006, he shall be entitled to an amount equivalent to 15 basis points on the first $12,500,000 in monthly funding and 5 basis points on the remaining monthly funding on wholesale and retail loans funded by the Company or the Companys lenders on behalf of the Company. The Company and/or Entrust Mortgage shall make payments on the 15th day of each month thereafter for forty-eight consecutive months. For the six months ending June 30, 2005 and 2004, the Company paid $178,102 and $160,773, respectively, under the terms of this agreement. |
11
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Use of Forward-Looking Statements
Some of the statements in this Form 10-QSB, including some statements in Managements Discussion and Analysis of Financial Condition and Results of Operations and Business are forward-looking statements about what may happen in the future. They include statements regarding our current beliefs, goals, and expectations about matters such as our expected financial position and operating results, our business strategy, and our financing plans. These statements can sometimes be identified by our use of forward-looking words such as anticipate, estimate, expect, intend, may, will, and similar expressions. We cannot guarantee that our forward-looking statements will turn out to be correct or that our beliefs and goals will not change. Our actual results could be very different from and worse than our expectations for various reasons. You are urged to carefully consider these factors, as well as other information contained in this Form 10-QSB and in our other periodic reports and documents filed with the Securities and Exchange Commission. |
In our Form 10KSB filed with the Securities and Exchange Commission for the year ended December 31, 2004 and in the Footnotes to the unaudited Financial Statements for this report, we have identified critical accounting policies and estimates for our business. |
Recent Developments
On July 26, 2005, the shareholders of Entrust Financial Services, Inc. ratified and approved the following resolutions at a Special Meeting of the shareholders: |
1. Approval of the Stock Purchase Agreement (the Entrust Mortgage Stock Purchase Agreement) by and among the Company, Entrust Mortgage, Inc., a wholly-owned subsidiary of the Company (Entrust Mortgage) and BBSB, LLC (BBSB) and the transactions contemplated thereby, including the sale of all shares of Entrust Mortgage to BBSB in exchange for the cancellation of any and all obligations of the Company to BBSB and Entrust Mortgage and the assumption of certain obligations of the Company to third-parties (the Entrust Mortgage Sale). |
2. Approval of the sale and issuance, in a private placement to Arnold P. Kling and R&R Biotech Partners, LLC (collectively, the ENFN Stock Purchasers), of 49,500,000 shares of the Companys common stock in exchange for aggregate gross proceeds to Entrust Financial of $500,000 (the Entrust Financial Stock Sale). |
3. Approval of an amendment to the Articles of Incorporation of the Company to increase the number of authorized common stock to One Hundred Million (100,000,000) in order to complete the Entrust Financial Stock Sale (the Articles Amendment). |
On July 31, 2005, the sale of Entrust Mortgage, Inc. to BBSB was completed. After the closing of the Entrust Mortgage Sale, Entrust Financial Services has no operations. |
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The closing date of the Entrust Financial Stock Sale has not been scheduled, but is expected to occur on or before August 5, 2005.The Entrust Financial Stock Sale is subject to a number of closing conditions as more fully set forth in the proxy statement distributed in connection with the Special Meeting of the shareholders. The ENFN Stock Purchasers have not yet determined the operations, if any, of Entrust Financial Services following the closing of the Entrust Financial Stock Sale. |
Results of Operations
Following is a discussion of our operations for the three and six months ended June 30, 2005. As discussed above the Company currently has no operations.
The Company entered into a $30,000,000 Loan Purchase Agreement dated January 9, 2004, which provided 100% funding of the Companys mortgage loans originated. This helped the Company increase its wholesale loan production during the year without having to increase its capital ratios. The Agreement was unexpectedly terminated as of October 23, 2004 and since that time the Company has been actively looking for additional capital to maintain its wholesale production levels. The Company was not been able to raise additional capital and operated the business with a $14 million warehouse line of credit, which was in place during 2004. The Company is in default under certain financial covenants under this warehouse line of credit, including maintaining a minimum tangible net worth. The Company could only cure this default by raising additional capital or decreasing the maximum line amount, which it was unable to do. In addition, the Company was not able to acquire a new warehouse line of credit of any amount to replace its current credit facility. |
Three Months Ended June 30, 2005
Loan origination fees and gain on sale of loans decreased from $4.8 million for 2004 to $ 4.0 million in 2005. The decrease is attributable to the wholesale Division decreased funding from $84.7 million in 2004 to $78.1 million in 2005. In addition, the Companys retail division decreased funding to $30.1 million for 2005 compared to $34.4 million in 2004. Direct cost decreased from $2.4 million in 2004 to $2.1 million in 2005. |
Interest income decreased from $427,780 for 2004 to $377,869 for 2005. Warehouse line of credit interest expense increased from $307,429 in 2004 to $340,496 in 2005. |
Salaries, commissions and benefits remained the same in 2005 and 2004 of $1.4 million. |
The loan loss provision decreased to $390,620 in 2005 from $424,927 in 2004. |
Interest expense related to corporate borrowings decreased from $80,727 in 2004 to $44,854 in 2005. The decrease is the result of restructuring the $2 million convertible promissory note from an effective annual interest rate of 45% to 12% in April 2004. |
General and administrative expenses decreased from $229,896 in 2004 compared to $201,272 in 2005. |
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The Company reported net loss for the three months ending June 30, 2005 of $293,095 (approximately $0.11 per share on a fully diluted basis) compared to a profit of $102,833 (approximately $0.03 per share on a fully diluted basis) for this same period in 2004. |
Six Months Ended June 30, 2005
Loan origination fees and gain on sale of loans increased from $8.4 million for 2004 to $ 8.5 million in 2005. The decrease is attributable to the wholesale Division decreased funding from $147.7 million in 2005 to $148.3 million in 2004. In addition, the Companys retail division increased funding to $61.9 million for 2005 compared to $59.6 million in 2004. Direct cost increased from $4.1 million in 2004 to $4.5 million in 2005. |
Interest income increased from $834,633 for 2004 to $1,053,805 for 2005. Warehouse line of credit interest expense increased from $552,718 in 2004 to $848,001 in 2005. |
Salaries, commissions and benefits increased from 2.6 million in 2004 to 2.7 million in 2005.
The loan loss provision decreased to $737,153 in 2005 from $742,835 in 2004.
Interest expense related to corporate borrowings decreased from $327,292 in 2004 to $112,809 in 2005. The decrease is the result of restructuring the $2 million convertible promissory note from an effective annual interest rate of 45% to 12% in April 2004. |
General and administrative expenses increased from $435,025 in 2004 compared to $529,374 in 2005.
The Company reported net loss for the six months ending June 30, 2005 of $324,044 (approximately $0.12 per share on a fully diluted basis) compared to a profit of $44,506 (approximately $0.01 per share on a fully diluted basis) for this same period in 2004. |
Liquidity and Capital Resources
During the first six months of 2005, net cash provided by operating activities was $16.0 million compared to net cash used of $459,849 in 2004. Net cash provided in operating activities is impacted primarily by the origination of and proceeds from the sale of mortgage loans held for sale. |
Net cash used in investing activities was minimal in 2005 compared to net cash provided by investing activities of approximately $102,000 in 2004. |
Net cash used for financing activities in 2005 was $16.5 million and in 2004 was $14.5 million primarily because of the net borrowings on the warehouse line of credit. The Company also repaid long term debt and capital leases of $534,000 during 2005 and borrowed $300,000 as a short term note. |
The decrease in net cash flow from operating, financing, and investing activities was $0.5 million in 2005 compared to decrease in cash of $37,046 for the same period in 2004. |
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The Company has experienced operating losses for the year ended December 31, 2004 and quarter ended June 30, 2005 and has stockholder deficit for the same periods. The Company is in default under its current warehouse line of credit and has attempted to raise additional capital to correct the default. If the Entrust Mortgage Sale was not approved by the shareholders, the Company believed that the Entrust Stock Sale almost certainly would not be consummated. Under such circumstances, Entrust Financial would not be able to continue as a going concern and most likely would have been required to begin dissolution and liquidation procedures. |
On July 31, 2005, the sale of Entrust Mortgage, Inc. to BBSB was completed. After the closing of the Entrust Mortgage Sale, Entrust Financial Services has no operations. |
The closing date of the Entrust Financial Stock Sale has not been scheduled, but is expected to occur on or before August 5, 2005.The Entrust Financial Stock Sale is subject to a number of closing conditions as more fully set forth in the proxy statement distributed in connection with the Special Meeting of the shareholders. The ENFN Stock Purchasers have not yet determined the operations, if any, of Entrust Financial Services following the closing of the Entrust Financial Stock Sale. |
The Company has declared and set a record date of July 25, 2005 for a special dividend, which is contingent upon the closing pursuant to the Stock Purchase Agreement (the Special Dividend), in an aggregate amount equal to $400,000.00. The Company intends to pay such Special Dividend as soon as practicable following the closing. |
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ITEM 3. CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this quarterly report on Form 10-QSB, we evaluated the effectiveness of the design and operation of its disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)). That evaluation was performed under the supervision and with the participation of its management, including its Chief Executive Officer and its Chief Financial Officer. Based on that evaluation, our Chief Financial Officer concluded that the Companys disclosure controls and procedures are effective in timely alerting him to material information relating to Entrust Financial Services required to be included in its periodic SEC filings. |
(b) Changes in Internal Control over Financial Reporting
The Company has made no significant change in its internal control over financial reporting during the most recent fiscal quarter covered by this report on Form 10-QSB that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting. |
PART II OTHER INFORMATION
ITEM 1. Legal Proceedings
There are no material pending legal proceedings, which the Company is a party other than ordinary routine litigation incidental to its business. |
ITEM 2. Changes in Securities and Use of Proceeds
None |
ITEM 3. Defaults Upon Senior Securities
The Company has a $14,000,000 warehouse line of credit agreement dated September 7, 2004, expiring September 30, 2005, which provides financing for the Companys origination of mortgage loans. The line of credit bears interest at LIBOR plus 2.50% to 3.75% depending on the underlying collateral. Purchase proceeds are withdrawn from the Companys bank account as funding proceeds from investors are deposited. The underlying mortgages and related documents and instruments collateralize the line of credit. At June 30, 2005, the outstanding principal balance of the warehouse line of credit amounted to $25,436,454. |
The agreement contains certain financial covenants, including maintenance of minimum tangible net worth and equity base, maximum debt to tangible net worth and equity base ratios, minimum current ratio, and limitations on transactions with affiliates and stockholder distributions, as defined in the agreement. As of June 30, 2005, the Company was in default under certain financial covenants. |
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ITEM 4. Submission of Matters to a Vote of Security Holders
Subsequent to the end of the fiscal quarter, on July 26, 2005, the shareholders of Entrust Financial Services, Inc. ratified and approved the following resolutions at a Special Meeting of the shareholders: |
1. Approval of the Stock Purchase Agreement (the Entrust Mortgage Stock Purchase Agreement) by and among the Company, Entrust Mortgage, Inc., a wholly-owned subsidiary of the Company (Entrust Mortgage) and BBSB, LLC (BBSB) and the transactions contemplated thereby, including the sale of all shares of Entrust Mortgage to BBSB in exchange for the cancellation of any and all obligations of the Company to BBSB and Entrust Mortgage and the assumption of certain obligations of the Company to third-parties (the Entrust Mortgage Sale). |
2. Approval of the sale and issuance, in a private placement to Arnold P. Kling and R&R Biotech Partners, LLC (collectively, the ENFN Stock Purchasers), of 49,500,000 shares of the Companys common stock in exchange for aggregate gross proceeds to Entrust Financial of $500,000 (the Entrust Financial Stock Sale). |
3. Approval of an amendment to the Articles of Incorporation of the Company to increase the number of authorized common stock to One Hundred Million (100,000,000) in order to complete the Entrust Financial Stock Sale (the Articles Amendment). |
A total of 1,545,005 shares, or approximately 59.1 % were present in person or by proxy for the Special Meeting. At this meeting a total of 1,520,105 shares, or approximately 58.2 % voted in favor of the Stock Purchase Agreement; total of 24,140 shares, or approximately 0.9 % voted against, and total of 760 shares, or approximately 0.0% abstained. A total of 1,518,530 shares, or approximately 58.1% voted in favor of the sale and issuance, in a private placement to the ENFN Stock Purchasers of 49,500,000 shares of the Companys common stock in exchange for aggregate gross proceeds to Entrust Financial of $500,000; total of 25,715 shares, or approximately 0.9% voted against, and a total of 760 shares, or approximately 0.0 % abstained. A total of 1,506,525 shares, or approximately 57.7% voted in favor of an amendment to the Articles of Incorporation of the Company to increase the number of authorized common stock to One Hundred Million (100,000,000) in order to complete the Entrust Financial Stock Sale; total of 36,720 shares, or approximately 1.4 % voted against, and a total of 1,760 shares, or approximately 0.0 % abstained. |
On July 31, 2005, the sale of Entrust Mortgage, Inc. to BBSB was completed. After the closing of the Entrust Mortgage Sale, Entrust Financial Services has no operations. |
The closing date of the Entrust Financial Stock Sale has not been scheduled, but is expected to occur on or before August 5, 2005.The Entrust Financial Stock Sale is subject to a number of closing conditions as more fully set forth in the proxy statement distributed in connection with the Special Meeting of the shareholders. The ENFN Stock Purchasers have not yet determined the operations, if any, of Entrust Financial Services following the closing of the Entrust Financial Stock Sale. |
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The Company has declared and set a record date of July 25, 2005 for a special dividend, which is contingent upon the closing pursuant to the Stock Purchase Agreement (the Special Dividend), in an aggregate amount equal to $400,000.00. The Company intends to pay such Special Dividend as soon as practicable following the closing. |
ITEM 5. Other Information
None |
ITEM 6. Exhibits and Reports on Form 8-K
(a) | Exhibits: see the attached Exhibit Index following the signature page. |
(b) | Reports on Form 8-K: |
We filed a Form 8-K on May 13, 2005, which discussed the Common Stock Purchase Agreement (the Stock Purchase Agreement) by and among the Company, Entrust Mortgage, Inc. (Entrust Mortgage), Arnold P. Kling (Kling) and R&R Biotech Partners, LLC. |
We filed a Form 8-K on May 31, 2005, which discussed the Company entering into a Second Amended and Restated Promissory Note pursuant to which BBSB agreed to loan an additional $300,000 to the Company. |
We filed a Form 8-K on July 27, 2005 which discussed the special meeting of the shareholders of Entrust Financial Services, Inc. which approved the resolutions at a Special Meeting of the shareholders. |
We filed a Form 8-K on August 3, 2005, which discussed the completion of the sale of Entrust Mortgage, Inc. to BBSB, LLC. |
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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.
Date: August 4, 2005
Entrust Financial Services Inc. |
By:
/s/ Jeffrey D. Rudolph |
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EXHIBIT INDEX
Form 10-QSB
Quarter Ended June 20, 2005
Exhibit No. |
|
31.1 | Certification of CEO pursuant to Sec. 302 |
31.2 | Certification of CFO pursuant to Sec. 302 |
32.1 | Certification of CEO pursuant to Sec. 906 |
32.2 | Certification of CFO pursuant to Sec. 906 |
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