10-QSB
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
|X| QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended SEPTEMBER 30, 2004
|_| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from _____________ to ___________.
Commission File Number: 333-60326
TEMPORARY FINANCIAL SERVICES, INC.
(Exact name of small business issuer as specified in its charter)
Washington 91-2079472
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(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification Number)
200 North Mullan Road, Suite 213, Spokane, Washington 99206
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(Address of principal executive offices)
(509) 340-0273
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(Issuer's telephone number)
N.A.
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(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant: (1) has filed all documents and
reports required to be filed by Section 13, or 15(d) of the Securities Exchange
Act of 1934 during the preceding twelve months (or for such shorter period as
the Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past ninety days. Yes |X| No |_|
The number of shares of common stock outstanding on October 9, 2004 was: 687,280
Transitional Small Business Disclosure Format. Yes |_| No |X|
10-QSB Page 1
FORM 10-QSB
PART I
ITEM 1. FINANCIAL STATEMENTS.
TEMPORARY FINANCIAL SERVICES, INC.
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CONTENTS
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Page
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Management Statement 10-QSB Page 3
FINANCIAL STATEMENTS (Unaudited):
Balance sheet 10-QSB Page 4
Statements of income 10-QSB Page 5
Statements of cash flows 10-QSB Page 6
Notes to financial statements 10-QSB Pages 7 - 11
10-QSB Page 2
MANAGEMENT STATEMENT
The accompanying (unaudited) balance sheet of Temporary Financial
Services, Inc. as of September 30, 2004, the related statements of income for
the three and nine month periods ended September 30, 2004, and statements of
cash flows for the nine month periods ended September 30, 2004, were prepared by
Management of the Company.
The accompanying financial statements should be read in conjunction with
the audited financial statements of Temporary Financial Services, Inc. (the
"Company") as of and for the year ended December 31, 2003, and the notes thereto
contained in the Company's annual report on Form 10-KSB for the year ended
December 31, 2003, filed with the Securities and Exchange Commission.
Management
Temporary Financial Services, Inc.
October 18, 2004
10-QSB Page 3
TEMPORARY FINANCIAL SERVICES, INC.
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Balance Sheet (Unaudited)
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September 30,
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ASSETS 2004
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CURRENT ASSETS:
Cash and cash equivalents $ 131,338
Accounts receivable 450
Loans receivable: 444,099
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Total current assets 575,887
OTHER ASSETS:
Investment in real estate contracts receivable 1,050,971
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$ 1,626,858
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LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accrued expenses $ 1,012
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Total current liabilities 1,012
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STOCKHOLDERS' EQUITY
Common stock - 100,000,000 shares, $0.001 par value,
authorized; 687,280 shares issued and outstanding 687
Preferred stock - 5,000,000 shares, $0.001 par value,
authorized; none issued --
Additional paid-in capital 1,649,582
Retained earnings (deficit) (24,423)
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Total stockholders' equity 1,625,846
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$ 1,626,858
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See accompanying notes to unaudited financial statements.
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10-QSB Page 4
TEMPORARY FINANCIAL SERVICES, INC.
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Statements of Income (Unaudited)
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Three Months Ended September 30, Nine Months Ended September 30,
-------------------------------- -------------------------------
2004 2003 2004 2003
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REVENUE:
Loan and related fees: 31,896 16,174 66,066 38,936
Consulting and joint venture fees 950 -- 5,750 21,150
Interest and investment income 33,592 63,506 174,966 150,644
Accounting fees and other income 500 8,390 6,500 24,890
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66,938 88,070 253,282 235,620
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OPERATING EXPENSES:
Advertising $ 262 $ 56 $ 2,703 $ 6,543
Compensation and related expenses -- 27,822 27,190 94,367
Rent -- 5,500 8,010 16,397
Legal and professional 9,180 17,556 27,642 59,737
Interest expense - related party 18,049 31,282 89,528 68,343
Office expense 1,581 4,546 8,177 10,069
Other expense 2,750 40,478 19,744 58,032
Litigation Expenses -- -- 58,187 --
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31,822 127,240 241,181 313,488
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INCOME (LOSS) FROM OPERATIONS 35,116 (39,170) 12,101 (77,868)
OTHER INCOME (EXPENSE)
Gain (loss) on sale of securities, officer/stockholder (8,579) -- 122,586 --
Equity in gains (losses) of affiliates -- 1,607 -- (4,723)
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(8,579) 1,607 122,586 (4,723)
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INCOME (LOSS) BEFORE INCOME TAXES 26,537 (37,563) 134,687 (82,591)
INCOME TAX BENEFIT -- -- -- --
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NET INCOME (LOSS) $ 26,537 $ (37,563) $ 134,687 $ (82,591)
========= ========= ========= =========
BASIC INCOME (LOSS) PER SHARE $ 0.04 $ (0.05) $ 0.19 $ (0.11)
========= ========= ========= =========
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING 687,280 737,280 703,947 737,280
========= ========= ========= =========
See accompanying notes to unaudited financial statements.
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10-QSB Page 5
TEMPORARY FINANCIAL SERVICES, INC.
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Statements of Cash Flows (Unaudited)
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Nine Months Ended September 30,
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Increase (Decrease) in Cash 2004 2003
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 134,687 $ (82,591)
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Adjustments to reconcile net income (loss) to net cash provided by operating
activities:
Depreciation -- 4,602
Settlement expense paid with stock -- 12,000
Gain on sale of securities, officer/stockholder (122,586) --
Equity losses in affiliates -- 4,723
(Increase) decrease in accounts receivable 9,178 4,139
(Increase) decrease in prepaid expenses 1,877 --
Increase (decrease) in accounts payable (5,224) (331)
Increase (decrease) in accrued expenses (7,825) 2,366
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Total adjustments (124,580) 27,499
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Net cash provided by (used in) operating activities 10,107 (55,092)
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CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of securities to officer/stockholder 396,765 80,600
Purchase of securities available for sale (274,179) --
(Increase) decrease in loans receivable, net 1,600,507 (359,527)
(Increase) decrease in investments in R.E. contracts 4,944 (967,070)
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Net cash provided by (used in) investing activities 1,728,037 (1,245,997)
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CASH FLOWS FROM FINANCING ACTIVITIES
Redemption of Stock (112,500) --
Increase (decrease) from line of credit, net (1,558,404) 844,073
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(1,670,904) 844,073
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NET INCREASE (DECREASE) IN CASH 67,240 (457,016)
CASH, BEGINNING OF PERIOD 64,098 547,210
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CASH, END OF PERIOD $ 131,338 $ 90,194
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SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION:
Cash payments of interest $ 89,528 $ 61,845
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See accompanying notes to unaudited financial statements.
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10-QSB Page 6
TEMPORARY FINANCIAL SERVICES, INC.
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NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
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NOTE 1 -- ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
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Organization:
The accompanying financial statements are those of Temporary Financial Services,
Inc., incorporated in Washington State on October 4, 2000 (referred to herein as
the Company). The Company has established its fiscal year end to be December 31.
The Company's operations consist of the purchase of real estate contracts
receivable for the company's own account and providing financing and other
services for the temporary employment services industry.
Summary of Significant Accounting Policies:
Basis of Presentation - The accompanying unaudited financial statements have
been prepared in conformity with generally accepted accounting principles and
reflect all normal recurring adjustments which, in the opinion of Management of
the Company, are necessary for a fair presentation of the results for the
periods presented. The results of operations for such periods are not
necessarily indicative of the results expected for the full fiscal year or for
any future period.
The accompanying unaudited financial statements should be read in conjunction
with the audited financial statements of the Company as of and for the year
ended December 31, 2003, and the notes thereto contained in the Company's Annual
Report on Form 10-KSB for the year ended December 31, 2003, filed with the
Securities and Exchange Commission.
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 amounts of
revenue and expenses during the reporting period. Actual results could differ
from those estimates and assumptions.
Cash and cash equivalents - Such assets consist of demand deposits, including
interest-bearing money market accounts, held in three financial institutions.
Securities available for sale - Investments in equity securities available for
sale are stated at cost, which approximates fair value.
Contracts receivable held for sale - Real estate contracts held for resale are
carried at the lower of cost (outstanding principal adjusted for net discounts
and capitalized acquisition costs) or aggregate market value. Gains or losses on
sales are recognized for financial reporting and income tax purposes at the time
of sale. Interest on these receivables is included in interest income during the
period held for resale.
Revenue recognition - The Company generates revenues from interest earned on
loans, investment income from real estate contracts receivable, loan and related
fee income from loans to temporary staffing businesses, fee based accounting
services, and joint venture and consulting services.
10-QSB Page 7
TEMPORARY FINANCIAL SERVICES, INC.
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NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
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Interest earned on loans and investment income form real estate contracts
receivable are recognized when earned based on the amount of the loan, the rate,
and the time outstanding. The Company recognizes loan and related fee income
from temporary staffing businesses at the time the loan amounts are advanced to
the borrowers. Loan advances are typically made on a weekly basis to temporary
staffing borrowers, and the amount of the advance is netted against the
applicable loan and related fee income. Fee based accounting services are
typically charged at a monthly fixed rate, and are invoiced as income at the end
of the month in which the services are performed.
Joint venture revenues result from the Company's participation in real estate
contract receivable purchases. After holding the interest in the joint venture
contract for a relatively short period, the contract is sold and the Company's
gain is determined by the excess of the sale price over the cost basis of the
contract. Joint venture contract revenues are recognized when the related
contract is sold. Consulting fees are recognized when billed for services
provided to affiliated companies.
Allowance for loan losses - The Company provides for estimated loan losses on
loans receivable at a level which, in management's opinion, is adequate to
absorb credit losses on such loans. The amount of the allowance is based on
management's evaluation of the collectibility of the loans receivable, including
the nature of the loans, adequacy of collateral, credit concentrations, trends
in loss experience, specific impaired loans, economic conditions, and other
risks inherent in the loans. At September 30, 2004 management determined that no
allowance for loan losses was necessary.
Income tax - The Company files a federal income tax return. Deferred taxes are
provided, when material, on a liability method whereby deferred tax assets are
recognized for deductible temporary differences and deferred tax liabilities are
recognized for taxable temporary differences. Temporary differences are the
differences between the reported amounts of assets and liabilities and their tax
bases. There were no material temporary differences for the periods presented.
Deferred tax assets, subject to a valuation allowance, are recognized for future
benefits of net operating losses being carried forward.
Earnings per share - Earnings (loss) per common share has been computed on the
basis of the weighted-average number of common shares outstanding during the
years presented. Common shares issuable upon exercise of warrants (Note 6) have
not been included in the calculation because their inclusion would be
antidilutive.
NOTE 2 -- RELATED-PARTY TRANSACTIONS:
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During the three and nine month periods ended September 30, 2004, the Company
purchased professional services of an officer/director at a cost of $6,000 and
$8,000, respectively. The officer/director did not receive any amounts for
professional services in the three and nine month periods ended September 30,
2003.
10-QSB Page 8
TEMPORARY FINANCIAL SERVICES, INC.
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NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
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During the quarter ended September 30, 2004, the Company paid off the remaining
balance on its $2,500,000 line of credit with an officer/stockholder (see note
5). Interest expense of $18,049 and $89,528 were incurred in the three and nine
month periods ended September 30, 2004, respectively. The line of credit expires
on December 31, 2004.
In the three months ended September 30, 2004, the Company sold 12,000 shares of
Powercold Corporation to an officer and director for $15,600. Until the sale,
the Company classified the shares as securities available for sale on the
balance sheet. The stock was sold at the fair value as determined by the then
current stock price quoted on the Over the Counter Bulletin Board Market (OTCBB)
operated by NASDAQ. The sale of the shares resulted in a loss to the Company of
$8,579. In addition, in the nine months ended September 30, 2004, the company
redeemed 50,000 shares of Temporary Financial Services, Inc. common stock owned
by an affiliated company. The redemption price was $2.25 per share or $112,500
in the aggregate. In addition, the Company sold 145,720 shares of Genesis
Financial, Inc. common stock to an officer/stockholder at $0.75 per share or
$109,290 and also sold 1,562,500 common shares of PCS Edventures to an
officer/stockholder at $0.174 per share or $271,875 in the aggregate. These
sales to a related party resulted in recognition of a gain on sales of stock in
the amount of $131,165. Including the loss on Powercold, the Company reported a
$122,586 net gain on sales of securities to an officer/director in the nine
months ended September 30, 2004.
NOTE 3 -- LOANS RECEIVABLE:
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The temporary staffing business financing consists of notes receivable that are
generally collateralized by the borrower's accounts receivable, all assets of
the borrower, and the use of personal guarantees and pledges where appropriate.
Lending criteria established to minimize credit risk include, among other
things, assessment of the operator's capabilities, minimum business
capitalization requirements, maintenance of an adequate accounts receivable
borrowing base, and a requirement for timely reporting of financial information
to demonstrate ongoing compliance with loan covenants. For the three and nine
month periods ended September 30, 2004 and 2003, the Company incurred no loan
losses and there were no impaired loans to temporary staffing businesses
outstanding at September 30, 2004 or 2003.
At September 30, 2004, the Company had no outstanding commitments for
undisbursed loans.
NOTE 4 -- INVESTMENTS IN AFFILIATES:
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In January, 2002, the Company acquired an interest in Genesis Financial, Inc., a
company formed to engage in the business of purchasing and reselling seller
financed real estate receivable contracts. In the nine months ended September
30, 2004, the Company sold its remaining interest in Genesis Financial, Inc.,
then consisting of 145,720 shares of common stock to an officer/director. The
shares of Genesis common stock were sold at a price of $0.75 per share or
$109,290. This amount was based on the market price for the shares on the OTCBB
on the date of sale. The company reported a gain on the sale of $109,290.
10-QSB Page 9
TEMPORARY FINANCIAL SERVICES, INC.
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NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
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NOTE 5 -- LINE OF CREDIT:
THE COMPANY'S LINE OF CREDIT WITH A RELATED PARTY. At September 30, 2004 the
Company had an outstanding balance of $0 payable against a $2,500,000
line-of-credit with an officer/stockholder. The line-of-credit is unsecured and
bears interest at 8%. The line-of-credit agreement, expires on December 31,
2004. In the quarters ended September 30, 2004 and 2003, the Company incurred
related party interest expense of $18,049 and $31,282, respectively. The Company
does not intend to use the line of credit in the future and will not renew the
line when it expires in December, 2004.
THE GENESIS LINE OF CREDIT. In the nine months ended September 30, 2004, Genesis
Financial, Inc. paid off its line of credit with TFS and closed the line. No
balance was outstanding on September 30, 2004. In the quarters ended September
30, 2004 and 2003, the Company reported related party interest income of $-0-
and $27,373, respectively.
NOTE 6 -- CAPITAL STOCK:
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Exchange of Stock with Genesis.
In conjunction with the Company's investment in Genesis Financial, Inc. (see
Note 4), the Company exchanged 50,000 shares of its common stock valued at $5.00
per share, for 250,000 shares of Genesis common stock. The Genesis common shares
are restricted securities and were acquired for investment purposes. In the nine
months ended September 30, 2004, Genesis Financial, Inc. sold all 50,000 shares
of Temporary Financial Services, Inc. common stock back to Temporary Financial
Services, Inc. for $2.25 per share or $112,500 in the aggregate. The proceeds of
the buyback were then applied in partial payment of the Genesis Line of Credit
balance. The price of $2.25 was based on the market price on the OTCBB at the
time. The shares were retired by Temporary Financial Services, Inc.
NOTE 7 - INCOME TAX:
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The Company generated tax-basis net operating income of approximately $26,000
for the quarter ended September 30, 2004 and aggregate losses since inception of
approximately $24,000. These losses are available for carryover to offset future
taxable income through 2022.
At September 30 2004 the Company had a deferred tax asset of $6,000. The
deferred tax asset was fully offset by a valuation allowance because of
uncertainties if the Company will generate sufficient taxable income to realize
the tax benefit. For the quarters ended September 30, 2004 and 2003 the income
tax (expense) benefit differed from the expected amounts of ($6,500) and $9,250,
respectively, primarily because of the impact of recognizing the deferred tax
asset valuation allowance. For the nine months ended September 30, 2004 and 2003
the income tax (expense) benefit differed from the expected amounts of ($33,700)
and $20,650, respectively, primarily because of the impact of recognizing the
deferred tax asset valuation allowance.
10-QSB Page 10
TEMPORARY FINANCIAL SERVICES, INC.
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NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
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NOTE 8 -- OPERATING LEASES:
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In June, 2001, the Company entered into an operating lease of its office
premises. Also in 2001, the Company leased certain office equipment under an
operating lease agreement. As of September 30, 2004, the office lease has
terminated and the equipment lease has been assumed by Genesis Financial, Inc.
The company currently occupies a portion of the premises leased by Genesis
Financial, Inc. in exchange for administrative support services valued at $500
per month.
NOTE 10 - LITIGATION:
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On October 17, 2002, Temporary Financial Services, Inc. (TFS) and Temps
Unlimited, Inc. were served with a lawsuit by Labor Ready, Inc. The lawsuit was
settled in February, 2004 for $33,334 and the suit has now been dismissed.
10-QSB Page 11
FORM 10-QSB
PART I, ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
The Company was organized in October, 2000, and began operations in the
second quarter of 2001. Since commencing operations, our business has evolved.
BACKGROUND. We originally intended to focus our business on accounts
receivable financing for temporary staffing businesses. In early 2002,
approximately two-thirds of our loan business was concentrated in this area.
On January 25, 2002, we invested in Genesis Financial, Inc. (Genesis), a
business engaged in the purchase and resale of seller financed real estate
receivable contracts. As a result of our investment in Genesis, our business
focus gradually shifted away from lending to temporary staffing businesses. We
also entered into an agreement with Genesis to provide it with a line of credit.
In 2003, we distributed the majority of our investment in Genesis to our
shareholders as a dividend, and in the nine months ended September 30, 2004,
Genesis paid off our line of credit after obtaining replacement financing from
another affiliate. We also sold our remaining interest in Genesis to an
officer/director for fair market value. As a result of these transactions, the
Company no longer has a direct interest in Genesis. We believe that the
separation of our business from the business of Genesis will allow both
companies the best chance to provide real long term returns to the investors.
At September 30, 2004, we owned approximately $1,050,000 in real estate
contract receivables, and we also have approximately $450,000 in loans to
temporary staffing businesses that have carried over from our earlier business
focus. These outstanding investments provide the operating revenues to support
the companies continuing operations. We have reorganized our operating structure
to reduce costs in 2004, and we now believe that we are in a position to operate
profitably in the coming periods.
The Company is also exploring other business alternatives. The Company has
been contacted by other companies interested in being acquired by or acquiring
TFS. We have not located a suitable acquisition or reverse acquisition
transaction at this time, but Management has indicated that it will be open to
discussions should an attractive opportunity arise. If an acquisition or reverse
acquisition candidate is located, we expect that we will convert the remaining
assets to cash and will pay off all outstanding obligations so that the
acquisition or reverse acquisitions can be completed as a clean shell with cash
as the principal asset.
10-QSB Page 12
RESULTS OF OPERATIONS.
THREE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003.
REVENUES.
The company generated $66,938 in loan fees, interest, investment income
and accounting fees for the quarter ended September 30, 2004. This amounted to a
24% decrease over the same period in the 2003 when revenues totaled $88,070. The
decrease in revenues is related to the reorganization of our business and
elimination of the line of credit to Genesis.
In the quarter ended September 30, 2004, we also sold 12,000 shares of
Power Cold Corporation common stock for $1.30 per share or $15,600 in the
aggregate. The sale of the PowercCold stock generated a loss of $8,579.
OPERATING EXPENSES.
Operating expenses decreased substantially between the quarters ended
September 30, 2004 and 2003 to $31,822 from $127,240. Interest expense decreased
to $18,049 in 2004 compared to $31,282 in 2003 due to lower levels of borrowing
in the current period. As of September 30, 2004, all debt of the Company has
been paid off and do not expect to incur any interest expense in future periods.
We have eliminated our compensation expenses by contracting for necessary
services with an officer/director of the company. We provide Genesis with
equipment at a fair rental value of $500 per month and in exchange, Genesis
provides us with office space at a fair rental value of $500 per month. We
anticipate that operating expenses will decrease in the second half of 2004 as
we continue to work for an acquisition or reverse acquisition.
NINE MONTHS PERIODS
The nine month results reflect the different operating plan in the first
half of the year. As a result of the reorganization of the business and the
significant adjustment in the cost structure of operations in the third quarter
of 2004, the nine month results are not entirely comparable between 2004 and
2003, and are not indicative of the results expected in future periods. Revenues
were up in 2004 compared to 2003 and profitability improved to $134,687 from a
loss of $82,591 for the nine month periods ending September 30, 2004 and 2003,
respectively.
In February 2004, the company settled outstanding litigation and incurred
settlement costs of $58,187. These settlement costs skewed the results for the
nine months ended September 30, 2004. Without the settlement costs, normal
recurring operating expenses decreased in 2004 substantially compared to the
same period in 2003. Other comparisons also reflect the change in business.
Interest expense is up for the nine months, but as noted above, all debt has now
been paid off and interest expense will not be a factor in coming periods.
Compensation expense is down in 2004 compared to 2003. The trend toward reducing
expenditures and increasing revenues will level off in coming periods, but we
expect that the company has sufficient revenue sources and a reduced cost
structure and should be able to operate profitably for the foreseeable future.
10-QSB Page 13
LIQUIDITY AND CAPITAL RESOURCES.
At September 30, 2004, we held $131,338 in cash accounts. We are also
holding $1,050,971 in real estate contract receivables and $444,099 in loans to
temporary labor businesses. In preparation for a prospective acquisition or
reverse acquisition, we have obtained a commitment from an officer/director to
purchase the real estate contracts and the temp labor loans at face value and we
believe that we are in a position to convert these assets to cash on short
notice.
Outstanding liabilities at September 30, 2004 consisted of $1,012 in
accrued expenses.
We believe that our cash position and our ability to convert our real
estate contracts and loans receivable into cash will provide adequate capital
for all anticipated capital needs for the foreseeable future. As noted above, we
are positioning the company for an acquisition or a reverse acquisition, and we
cannot evaluate the capital requirements of an acquisition candidate until we
have the transaction details.
FORM 10-QSB
PART II
PART II ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) EXHIBITS.
Exhibit No. Description
32.1 Certification of CEO under ss.906 of Sarbanes-Oxley
32.2 Certification of CFO under ss.906 of Sarbanes-Oxley
(B) REPORTS ON FORM 8-K. NONE
10-QSB Page 14
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.
TEMPORARY FINANCIAL SERVICES, INC.
/s/John R. Coghlan President John R. Coghlan October 18, 2004
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Signature Title Printed Name Date
/s/Brad E. Herr Secretary, Principal Financial Officer Brad E. Herr October 18, 2004
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Signature Title Printed Name Date
10-QSB Page 15