-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RwrSrLufgRsgadbcg2HbR8GoyoVRapzq3YrvsERkAV7mnFhdGZi2m7YcYDCbxbfa EoflOQ3/ORboT2ODV9AU6g== 0001019892-02-000146.txt : 20021119 0001019892-02-000146.hdr.sgml : 20021119 20021119171632 ACCESSION NUMBER: 0001019892-02-000146 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20020930 FILED AS OF DATE: 20021119 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HOMEGOLD FINANCIAL INC CENTRAL INDEX KEY: 0000277028 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] IRS NUMBER: 570513287 STATE OF INCORPORATION: SC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-08909 FILM NUMBER: 02833686 BUSINESS ADDRESS: STREET 1: 3901 PELHAM ROAD CITY: GREENVILLE STATE: SC ZIP: 29615 BUSINESS PHONE: 8642895400 MAIL ADDRESS: STREET 1: 3901 PELHAM ROAD CITY: GREENVILLE STATE: SC ZIP: 29615 FORMER COMPANY: FORMER CONFORMED NAME: NRUC CORP DATE OF NAME CHANGE: 19911002 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL RAILWAY UTILIZATION CORP DATE OF NAME CHANGE: 19840813 FORMER COMPANY: FORMER CONFORMED NAME: EMERGENT GROUP INC DATE OF NAME CHANGE: 19920703 10-Q 1 form10q-09302002.txt FOR PERIOD ENDING SEPTEMBER 30, 2002 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q (Mark One) [ X ] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended September 30, 2002. OR [ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from _________ to _________. COMMISSION FILE NUMBER 000-8909 ----------------------- HOMEGOLD FINANCIAL, INC. (Exact name of registrant as specified in its charter) SOUTH CAROLINA 57-0513287 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 113 REED AVENUE LEXINGTON, SOUTH CAROLINA 29072 (Address of Principal Executive Offices) 803-358-1100 (Registrant's Telephone Number, Including Area Code) Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No _____ ----- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Title of each Class: Outstanding at October 31, 2002 - ---------------------------------------- ------------------------------- COMMON STOCK, PAR VALUE $0.001 PER SHARE 16,912,594 HOMEGOLD FINANCIAL, INC. AND SUBSIDIARIES FORM 10-Q QUARTER ENDED SEPTEMBER 30, 2002
INDEX PART I. FINANCIAL INFORMATION Page - ------ --------------------- ---- Item 1. Financial Statements for HomeGold Financial, Inc. Consolidated Balance Sheets as of September 30, 2002 and December 31, 2001 3 Consolidated Statements of Operations for the Nine Months Ended September 30, 2002 and 2001 and for the Three Months Ended September 30, 2002 and 2001 4 Consolidated Statements of Shareholders' Deficit for the Nine Months Ended September 30, 2002 and 2001 5 Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2002 and 2001 6 Notes to Unaudited Consolidated Financial Statements 7 Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition 22 Item 3. Disclosures about Market Risk 34 Item 4. Controls and Procedures 35 PART II. OTHER INFORMATION Item 1. Legal Proceedings 36 Item 3. Defaults Upon Senior Securities 36 Item 5. Other Information 37 Item 6. Exhibits and Reports on Form 8-K 37 SIGNATURES 38
2 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS FOR HOMEGOLD FINANCIAL, INC.
HOMEGOLD FINANCIAL, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS SEPTEMBER 30, DECEMBER 31, 2002 2001 ----------------- ----------------- (In thousands) ASSETS (Unaudited) (Audited) ------ Cash and cash equivalents $ 8,178 $ 26,352 Restricted cash 9,042 7,345 Loans receivable 64,659 51,805 Less allowance for credit losses on loans (4,778) (5,851) Less deferred loan fees, net (541) (1,215) ------------------ ----------------- Net loans receivable 59,340 44,739 Loan receivable from FlexCheck 7,532 -- Income taxes receivable 32 596 Accrued interest receivable 2,458 1,987 Other receivables 12,692 9,608 Residual receivable, net 49,108 49,270 Property and equipment, net 22,608 19,941 Real estate and personal property acquired through foreclosure 855 603 Goodwill, net of accumulated amortization of $3,110 in 2002 and 2001 19,381 18,225 Debt origination costs, net 65 90 Servicing asset 459 563 Prepaid advertising and other assets 9,925 8,163 ------------------ ----------------- TOTAL ASSETS $ 201,675 $ 187,482 ================== ================= LIABILITIES AND SHAREHOLDERS' DEFICIT Liabilities: Revolving warehouse lines of credit $ 37,253 $ 24,933 Notes payable to banks -- 688 Investor savings: Notes payable to investors 225,644 200,978 Subordinated debentures 41,146 30,125 ------------------ ----------------- Total investor savings 266,790 231,103 Other liabilities: Accounts payable and accrued liabilities 3,417 6,210 Remittances payable 512 1,186 Income taxes payable 148 555 Accrued interest payable 571 683 ------------------ ----------------- Total other liabilities 4,648 8,634 Senior unsecured debt 6,250 6,250 ------------------ ----------------- Total liabilities 314,941 271,608 Minority interest 13 -- Shareholders' deficit: Preferred stock, par value $1.00 per share - authorized 20,000,000 shares, issued and outstanding 10,000,000 shares 10,000 10,000 Common stock, par value $.001 per share - authorized 100,000,000 shares, issued and outstanding 16,912,594 shares 17 17 Capital in excess of par value 46,659 46,659 Note receivable from shareholder (5,807) (5,700) Accumulated deficit (164,148) (135,102) ------------------ ----------------- Total shareholders' deficit (113,279) (84,126) ------------------ ----------------- TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT $ 201,675 $ 187,482 ================== =================
See Notes to Unaudited Consolidated Financial Statements, which are an integral part of these statements. 3
HOMEGOLD FINANCIAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) FOR THE NINE MONTHS ENDED FOR THE THREE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, ------------------------------------ ---------------------------------- 2002 2001 2002 2001 --------------- ----------------- ----------------- ----------------- (In thousands, except share data) REVENUES: Interest income $ 6,160 $ 6,801 $ 2,119 $ 2,468 Servicing income 2,439 3,343 1,373 822 Gain on sale of loans 12,360 8,389 4,581 2,850 Loan fees, net 25,581 22,359 10,372 7,461 --------------- ----------------- ----------------- ----------------- Total revenue from loans and investments 46,540 40,892 18,445 13,601 Other revenues 3,211 892 2,640 94 --------------- ----------------- ----------------- ----------------- Total revenues 49,751 41,784 21,085 13,695 --------------- ----------------- ----------------- ----------------- EXPENSES: Interest 18,153 15,144 5,909 5,329 Provision for credit losses (250) 192 (250) 192 Costs on real estate owned and defaulted loans 11 1,266 (439) 71 Salaries, wages and employee benefits 35,553 25,796 12,599 9,349 Business development costs 6,640 1,174 2,574 (4,549) Restructuring costs (360) 896 (360) (345) Other general and administrative expenses 18,596 16,892 5,796 6,270 --------------- ----------------- ----------------- ----------------- Total expenses 78,343 61,360 25,829 16,317 --------------- ----------------- ----------------- ----------------- Loss before income taxes, minority interest and extraordinary item (28,592) (19,576) (4,744) (2,622) Provision for income taxes 449 456 180 127 --------------- ----------------- ----------------- ----------------- Loss before minority interest and extraordinary item (29,041) (20,032) (4,924) (2,749) Minority interest in (income) loss of subsidiaries (5) (3) (3) (3) --------------- ----------------- ----------------- ----------------- Loss before extraordinary item (29,046) (20,035) (4,927) (2,752) Extraordinary item - gain on extinguishment of debt, net of $0 tax -- 153 -- -- --------------- ----------------- ----------------- ----------------- NET LOSS $ (29,046) $ (19,882) $ (4,927) $ (2,752) =============== ================= ================= ================= BASIC AND DILUTED EARNINGS (LOSS) PER SHARE OF COMMON STOCK: Loss before extraordinary item $ (1.72) $ (1.19) $ (0.29) $ (0.17) Extraordinary item, net of taxes -- 0.01 -- -- --------------- ----------------- ----------------- ----------------- Net loss $ (1.72) $ (1.18) $ (0.29) $ (0.17) =============== ================= ================= ================= Basic and diluted weighted average shares outstanding 16,912,594 16,875,075 16,912,594 16,897,507 =============== ================= ================= =================
See Notes to Unaudited Consolidated Financial Statements, which are an integral part of these statements. 4
HOMEGOLD FINANCIAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001 (UNAUDITED) Common Stock Note ------------------------ Capital in Receivable Total Shares Excess of Preferred from Accumulated Shareholders' Issued Amount Par Value Stock Shareholder Deficit Deficit ------------ ---------- ------------- ---------- ------------- -------------- --------------- Balance at December 31, 2000 16,810,149 $ 17 $ 46,643 $ 10,000 $ (5,985) $ (61,503) $ (10,828) Shares issued: Employee Stock Purchase Plan 87,358 -- 25 -- -- -- 25 Collections on note receivable from shareholder -- -- -- -- 285 -- 285 Net loss -- -- -- -- -- (19,882) (19,882) ------------ ---------- ------------- ---------- ------------- -------------- --------------- Balance at September 30, 2001 16,897,507 $ 17 $ 46,668 $ 10,000 $ (5,700) $ (81,385) $ (30,400) ============ ========== ============= ========== ============= ============== =============== Balance at December 31, 2001 16,912,594 $ 17 $ 46,659 $ 10,000 $ (5,700) $ (135,102) $ (84,126) Accrued interest on note receivable from shareholder -- -- -- -- (107) -- (107) Net loss -- -- -- -- -- (29,046) (29,046) ------------ ---------- ------------- ---------- ------------- -------------- --------------- Balance at September 30, 2002 16,912,594 $ 17 $ 46,659 $ 10,000 $ (5,807) $ (164,148) $ (113,279) ============ ========== ============= ========== ============= ============== =============== See Notes to Unaudited Consolidated Financial Statements, which are an integral part of these statements.
5
HOMEGOLD FINANCIAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) FOR THE NINE MONTHS ENDED SEPTEMBER 30, ------------------------------------ 2002 2001 ---------------- ---------------- (In thousands) OPERATING ACTIVITIES: Net loss $ (29,046) $ (19,882) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 2,726 3,231 Fair value write-down of REO 50 126 Provision for credit losses (250) 192 Loss (gain) on sale of property and equipment 13 (9) Loss (gain) on sale of REO 490 372 Minority interest in earnings of subsidiary 5 3 Net change in deferred loan fees and deferred (674) (1,093) loan costs Gain on retirement of senior unsecured debt -- (153) Loans originated with intent to sell (607,737) (531,571) Proceeds from loans sold 549,770 441,526 Net changes in operating assets and (19,349) (6,108) liabilities ---------------- ---------------- Net cash used in operating activities (104,002) (113,366) ---------------- ---------------- INVESTING ACTIVITIES: Loans originated or purchased for investment purposes (18,491) -- Principal collections on loans not sold 61,088 88,720 Proceeds from sale of real estate and personal property acquired through foreclosure 911 1,155 Proceeds from sale of property and equipment 854 388 Purchase of property and equipment (4,760) (1,708) Note receivable from shareholder (107) 285 Acquisition of Surety Mortgage (388) -- Other (598) (1,226) ---------------- ---------------- Net cash provided by investing activities 38,509 87,614 ---------------- ---------------- FINANCING ACTIVITIES: Advances on revolving warehouse lines of credit 462,952 474,867 Payments on revolving warehouse lines of credit (450,632) (473,986) Payments on notes to banks (688) -- Retirement of senior unsecured debt -- (58) Net increase in notes payable to investors 24,666 39,947 Net increase in subordinated debentures 11,021 5,513 Proceeds from issuance of common stock -- 25 ---------------- ---------------- Net cash provided by financing activities 47,319 46,308 ---------------- ---------------- Net increase (decrease) in cash and cash equivalents (18,174) 20,556 CASH AND CASH EQUIVALENTS: Beginning of period 26,352 3,691 ---------------- ---------------- End of period $ 8,178 $ 24,247 ================ ================
See Notes to Unaudited Consolidated Financial Statements, which are an integral part of these statements. 6 HOMEGOLD FINANCIAL, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1--BASIS OF PREPARATION The accompanying consolidated financial statements of HomeGold Financial, Inc. and subsidiaries (referred to herein sometimes as the "Company" and "HGFN") are prepared in accordance with the Securities and Exchange Commission's rules regarding interim financial statements, and therefore do not contain all disclosures required by accounting principles generally accepted in the United States of America for annual financial statements. Reference should be made to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2001, including the footnotes thereto. Certain previously reported amounts have been reclassified to conform to current period presentation. Such reclassifications had no effect on net income or shareholders' deficit. On April 28, 2000, the shareholders of HomeGold Financial, Inc. approved a merger agreement with HomeSense Financial Corp. and affiliated companies (collectively "HomeSense"), a privately owned business, located in Lexington, South Carolina. HomeSense was a specialized mortgage company that originated and sold mortgage loans in the sub-prime mortgage industry, whose principal loan product was a debt consolidation loan, generally collateralized by a first lien on the borrower's home. HomeSense originated its loan volume through a direct retail branch network of eight offices, as well as through centrally provided telemarketing leads, direct mail, and television advertising. As of May 9, 2000, the effective date of the merger, HGFN issued 6,780,944 shares of its common stock (approximately 40% of post-merger shares outstanding) valued at $1.04 per share plus an additional 10 million shares of Series A Non-convertible Preferred Stock (par value $1 per share) for 100% of the outstanding stock of HomeSense. The merger was accounted for under the purchase method of accounting. The transaction resulted in $19.0 million of goodwill. The results of operations of HomeSense are included in the accompanying financial statements from the date of the acquisition. On January 1, 2002, HGFN, through its wholly-owned subsidiary, HomeGold, Inc. ("HGI"), acquired Surety Mortgage, Inc. ("Surety") from Affinity Technology Group, Inc. for $1.4 million through the forgiveness of a $1.0 million note and a cash outlay of $388,000. Surety specializes in the origination and sale of conforming mortgage products. This acquisition has given the Company the ability to originate government-approved residential mortgages which are easier to sell in the secondary markets. Approximately $234 million, or 33%, of the Company's production for the first nine months of 2002 was underwritten through this subsidiary. The transaction resulted in $882,000 of additional goodwill. The results of operations of Surety are included in the accompanying financial statements from the date of acquisition. The consolidated balance sheet as of September 30, 2002, and the consolidated statements of operations for the three-month and nine-month periods ended September 30, 2002 and 2001, and the consolidated statements of cash flows for the three-month and nine-month periods ended September 30, 2002 and 2001, are unaudited and in the opinion of management contain all known adjustments, which consist of only normal recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows of the Company. In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and revenues and expenses for the period. Actual results could differ from those estimates. These estimates include, among other things, valuation of real estate owned, assumptions used to value residual receivables, and determination of the allowance for credit losses and valuation allowances on deferred tax assets. ACCOUNTING CONSIDERATIONS In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging Activities" which is effective for all fiscal quarters of fiscal years beginning after June 15, 2000, as amended by SFAS No. 137, "Accounting for Derivative Instruments and Hedging Activities - Deferral of the Effective Date of FASB Statement No. 133". This SFAS establishes accounting and reporting standards for derivative instruments and for hedging activities. It requires that an entity recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. Since the Company has no significant hedging positions outstanding, the implementation of this standard had no material impact on its financial statements. 7 HOMEGOLD FINANCIAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In September 2000, the FASB issued SFAS No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities - a replacement of SFAS No. 125." It revises the standards for accounting for securitizations and other transfers of financial assets and collateral and requires certain disclosures but carries over most of SFAS No. 125's provisions without reconsideration. SFAS No. 140 is effective for all transfers and servicing of financial assets and extinguishment of liabilities occurring after March 31, 2001. Retroactive and early adoption is prohibited. This statement is effective for disclosures related to securitization transactions and collateral for fiscal years ending after December 15, 2000. During the third quarter of 2002, the Company recorded an adjustment of $0.8 million as a result of a $200 million forward commitment between the Company and one of its warehouse lenders. In the November 2000 meeting, the Emerging Issues Task Force ("EITF") reached a consensus on EITF No. 99-20, "Recognition of Interest Income and Impairment on Purchased and Retained Beneficial Interests in Securitized Financial Assets". The issue deals with how interest income and impairment should be recognized for retained interests in securitizations. If upon evaluation, the holder determines that it is probable that there is a change in estimated cash flows (in both timing and estimates of projected cash flows), the amount of accretable yield should be recalculated and if that change in estimated cash flows is an adverse change, an other-than-temporary impairment should be considered to have occurred. The effective date of this EITF is March 15, 2001. The Company recorded a permanent impairment loss of $7.1 million in certain of its securitized assets as of December 31, 2001. Management has concluded that no valuation adjustments have been necessary since December 31, 2001. In June 2001, the FASB issued SFAS No. 141, "Business Combinations". This FASB addresses accounting and reporting for all business combinations and defines the purchase method as the only acceptable method. This statement is effective for all business combinations initiated after June 30, 2001. During 2002 and 2001, the Company did not participate in any material business combinations. In June 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible Assets". This SFAS addresses how goodwill and other intangible assets should be accounted for at their acquisition (except for those acquired in a business combination) and after they have been initially recognized in the financial statements. The statement is effective for all fiscal years beginning after December 15, 2001. The implementation of this statement did not have a material impact on the financial position of the Company. The Company evaluates goodwill for impairment on an ongoing basis. In July 2001, The SEC issued Staff Accounting Bulletin ("SAB") No. 102, "Selected Loan Loss Allowance Methodology and Documentation Issues". This SAB clearly defines the required development, documentation and application of a systematic methodology for determining allowances for loan and lease losses in accordance with accounting principles generally accepted in the United States of America. The Company believes that it is in compliance with SAB No. 102. In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets", which addresses financial accounting and reporting for the impairment or disposal of long-lived assets. While SFAS No. 144 supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of", it retains many of the fundamental provisions of that statement. SFAS No. 144 also supersedes the accounting and reporting provisions of Accounting Principles Board ("APB") Opinion No. 30, "Reporting the Results of Operations--Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions", for the disposal of a segment of a business. However, it retains the requirement in Opinion No. 30 to report separately discontinued operations and extends that reporting to a component of an entity that either has been disposed of (by sale, abandonment, or distribution to owners) or is classified as held for sale. This statement is effective for fiscal years beginning after December 15, 2001, and did not have a material effect on the Company's results of operations or financial position. In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections". This Statement rescinds SFAS No. 4, "Reporting Gains and Losses from Extinguishment of Debt", and an amendment of that Statement, SFAS No. 64, "Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements". This Statement also rescinds SFAS No. 44, "Accounting for Intangible Assets of Motor Carriers". This Statement amends SFAS No. 13, "Accounting for Leases", to eliminate an inconsistency between the required accounting for sale-leaseback transactions and the required accounting for certain lease modifications that have economic effects that are similar to sale-leaseback transactions. This Statement also amends other existing authoritative pronouncements to make 8 HOMEGOLD FINANCIAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS various technical corrections, clarify meanings, or describe their applicability under changed conditions. The provisions of this Statement related to Statement 13 are effective for transactions occurring after May 15, 2002. All other provisions of this Statement are effective for financial statements issued on or after May 15, 2002. Management has not yet determined the impact of adopting this Statement. In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities". This Statement addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies EITF Issue No. 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)". The provisions of this Statement are effective for exit and disposal activities that are initiated after December 31, 2002. Management has not yet determined the impact of adopting this Statement. Additional accounting standards that have been issued or proposed by the FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. NOTE 2--GOING CONCERN The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. Going concern, a defined term in professional accounting standards, is a basic underlying assumption for most accounting methods (in particular, accrual based financial statements such as these) and indicates the Company will fulfill its operational objectives and commitments. HGFN has sustained substantial operating losses in recent years (including a $53.1 million loss from operations in 2001) and had a shareholders' deficit of $84.1 million at December 31, 2001. At September 30, 2002, the shareholders' deficit was $113.3 million. The Company incurred a $29.0 million net loss during the nine months ended September 30, 2002. The Company's losses began in 1998 when the subprime lending industry suffered a significant downturn. This was primarily due to global shifts in the capital markets which reduced by over 80% the margin available on the resale of loans in the secondary markets. More than 60% of the Company's stand-alone, publicly-traded competitors were forced out of business. These losses continued through 1999. In May 2000, HomeSense merged into a subsidiary of HGFN and, under new management, HGFN rededicated itself to making the subprime lending operation profitable. The Company's losses are being financed primarily by increases in notes payable to investors and subordinated debentures of the Company's wholly-owned subsidiary, Carolina Investors, Inc. ("CII"). Although the losses have continued into 2002, the new management team of HGFN has taken steps to reverse these negative trends by implementing operating changes which include, but are not limited to, the following: o Opening 14 additional production facilities during 2002; o Strengthening the depth of experienced production center managers; o Increasing the number of loan officers from 236 at December 31, 2001, to 492 at September 30, 2002; o Continuing to increase a "conforming loan" product that was initiated in early 2001 to utilize higher credit quality leads which were previously wasted; o Re-entering the wholesale production market in 2002 ; o Overhauling the marketing plan to produce lower cost, higher efficiency leads and to utilize recycled leads as a major component of the overall marketing efforts; o Reducing the costs of originating loans by requiring payment for appraisals at the time the appraisal is performed and by negotiating reduced prices for credit bureau reports; o Modifying incentive compensation plans for production associates to focus efforts on more profitable production; o Reducing non-core operating and general overhead. The recurring operating losses and deficit equity of HGFN, despite the existence of the foregoing measures, raise substantial doubt about the Company's ability to continue as a going concern. Management of the Company believes the actions discussed above will provide the opportunity for the Company to continue as a going concern; however, there can be no assurance the Company will be able to continue as a going concern. 9 HOMEGOLD FINANCIAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS HGFN has pursued potential acquirers for its retail mortgage division. After careful consideration of several options, HGFN has reached agreement in principle, subject to completion of definitive documentation, to sell the division to EMMCO Credit Corp., Inc. ("EMMCO"), a company organized by Ronald J. Sheppard who is its principal shareholder. Until his resignation, Mr. Sheppard was the CEO and Chairman of the Board of HGFN. Management believes that the potential return from the sale to EMMCO exceeds other available options and that EMMCO as a stand alone company is better positioned to obtain and maintain favorable warehouse lines of credit. HGFN expects that definitive documentation for this transaction will be executed in a matter of days with the following terms: o The purchase price would consist of 25 million shares of 8% cumulative preferred stock, par value $1.00 per share, of EMMCO plus a quarterly cash earn-out of 50% of EMMCO's after-tax profits until the aggregate earn-out payments to HGFN shall equal $170 million. If EMMCO or its business is sold prior to the completion of the earn-out period, 50% of the gross proceeds realized from the sale would be by paid directly to HGFN by the purchaser. The approval of HGFN would be required if earn-out proceeds combined with sales proceeds do not equal $170 million. o In exchange for the purchase price, EMMCO would receive primarily the following assets: o Assignment of leases for certain of the retail mortgage division's locations; o The retail mortgage division's equipment and contracts related thereto; o $5 million in aggregate principal amount of funded mortgage loans or cash in lieu thereof; o All pending and unfunded mortgage loans as of the closing date that EMMCO elects to receive; o The 49% membership interest of HGFN in Connected Information Services, LLC, a title insurance joint venture, and all of the capital stock of Surety Mortgage, Inc. o Mr. Sheppard would return all of his HGFN Common Stock (6,072,370 shares) and 4,193,125 shares of his HGFN Series A Non-convertible Preferred Stock, par value $1.00 per share ("HGFN Preferred Stock") to HGFN as a contribution to its capital. o Mr. Sheppard would return 5,806,875 shares of his HGFN Preferred Stock to HGFN in satisfaction of all of his remaining obligations to HGFN under a non-recourse promissory note dated May 11, 2000 in the principal amount of $5,700,000 with $106,875 of accrued and unpaid interest secured by a pledge of 4,560,000 shares of Mr. Sheppard's HFGN Common Stock and 5,700,000 shares of Mr. Sheppard's HGFN Preferred Stock. Completion of the proposed transaction with EMMCO is subject to receipt of an independent fairness opinion. Paul Banninger, a director of HGFN and formerly President of HomeGold, Inc., also resigned to accept employment with EMMCO. In connection with the resignations of Mr. Sheppard and Mr. Banninger, HGFN's President, Forrest E. Ferrell, has accepted the position of Chief Executive Officer. Mr. Ferrell and Karen A. Miller, HGFN's Executive Vice President, Chief Financial Officer, Secretary, Treasurer and Chief Administrative Officer have been elected to the board of HGFN to replace Mr. Sheppard and Mr. Banninger and Mr. Ferrell has been elected as the Chairman. After the sale of the retail mortgage division headquartered in Lexington, SC, the Company will continue to operate its wholesale mortgage operation and its mortgage loan servicing operation. The Company will also continue its investment in FlexCheck, a rapidly expanding payday lending company. NOTE 3--CASH FLOW INFORMATION For the nine-month periods ended September 30, 2002 and 2001, the Company paid interest of $18.3 million and $15.1 million, respectively. For the nine-month periods ended September 30, 2002 and 2001, the Company paid income taxes of $292,000 and $582,000, respectively. For the nine-month periods ended September 30, 2002 and 2001, the Company foreclosed on property in the amount of $1.5 million and $1.3 million, respectively. NOTE 4--CASH, CASH EQUIVALENTS AND RESTRICTED CASH The Company maintains its primary checking accounts with one principal bank and makes overnight investments in reverse repurchase agreements with that bank. The amounts maintained in the checking accounts are insured by the Federal Deposit Insurance Corporation ("FDIC") up to $100,000. At September 30, 2002, the amounts maintained in overnight investments in reverse repurchase agreements 10 HOMEGOLD FINANCIAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS and other short-term investments, which are not insured by the FDIC, totaled approximately $5.7 million. The investments were secured by U.S. Government securities pledged by the banks. The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. The Company maintains an investment bank account, and it considers the minimum balance requirement for the account as restricted cash. The purpose of this account is overdraft protection, and it is required as part of the Company's primary banking relationship. Also, the Company has assigned deposit accounts totaling $7.2 million to its warehouse lenders to secure its borrowings under revolving warehouse credit agreements. These deposits are shown as restricted cash in the financial statements. NOTE 5--RESIDUAL RECEIVABLES AND SALES AND SECURITIZATIONS OF LOANS In 1997, the Company began securitizing mortgage loans, whereby it sells the loans that it originates or purchases to a trust for cash, and records certain assets and income based upon the difference between all principal and interest received from the loans sold and (i) all principal and interest required to be passed through to the asset-backed bond investors, (ii) all excess contractual servicing fees, (iii) other recurring fees and (iv) an estimate of losses on the loans (collectively, the "Excess Cash Flow"). At the time of the securitization, the Company estimates these amounts based upon a declining principal balance of the underlying loans, adjusted by an estimated prepayment and loss rate, and capitalizes these amounts using a discount rate that market participants would use for similar financial instruments. These capitalized assets are recorded as a residual receivable. The Company believes the assumptions it has used to value the residual receivable are appropriate and reasonable. At each reporting period, the Company assesses the fair value of these residual assets based on the present value of future cash flows expected under management's current best estimates of the key assumptions - credit losses, prepayment speed, forward yield curves, and discount rates commensurate with the risks involved and adjusts the recorded amounts to their estimated fair value. The Company sells on a whole loan basis a significant portion of its loans (servicing released), to secure the additional cash flow associated with the premiums paid in connection with such sales. NOTE 6--WAREHOUSE LINES OF CREDIT AND OTHER BORROWINGS The Company's subsidiary, HGI, had a $15 million revolving warehouse line of credit with Household Commercial Financial Services ("Household") as of March 31, 2002. That facility currently bears interest at the prime rate plus ..25%, requires a $1.5 million collateral deposit, and is due on demand. The Company and all of its subsidiaries (other than special purpose subsidiaries) are guarantors under the agreement. The Company's subsidiary, CII, secured its guaranty of the Household facility with a mortgage on the former Company headquarters located at 3901 Pelham Road in Greenville, S.C. During 2000 and 2001, amendments and forbearance agreements were executed whereby Household agreed to forebear from exercising its rights on account of existing events of default related to financial covenants. The Company remains in default with respect to the same financial covenants. In May of 2002, Household gave notice of termination of its forbearance effective August 31, 2002. Subsequent to notifying the Company of the termination of the forbearance, Household reduced the discretionary availability under the facility to $10 million. Prior to execution of a Forbearance Expiry agreement by either Household or the Company, Household withdrew its notice of termination of the forbearance leaving the discretionary availability under the facility at $10 million as of September 30, 2002. An oral agreement increased availability under the facility to $25 million in October, 2002. The outstanding balance under the Household line of credit was $4.7 million at September 30, 2002. At September 30, 2002, the Company's subsidiary, HGI, had a $15 million revolving warehouse line of credit with The Provident Bank ("Provident") orally increased to $20 million. Whether to make advances under the line was at Provident's sole discretion. Interest on the line varied on a loan by loan basis and ranged from the LIBOR rate plus 1.5% to the LIBOR rate plus 3.5%, depending on the grade and age of the mortgage funded. The agreement allowed for a rate reduction from the base rates if certain monthly funded volume targets were met. The agreement required a $3.1 million collateral deposit. Provident held a first mortgage on the Company's headquarters at 113 Reed Avenue in Lexington, South Carolina. The outstanding balance under the Provident line of credit was $1.8 million at September 30, 2002. The line of credit was paid in full and terminated in October, 2002. HGI has a $25 million warehouse line of credit with Impac Mortgage Acceptance Corp. ("Impac"), verbally increased to $45 million as of September 30, 2002. The facility bears interest at the prime rate plus 1.75%, requires a 11 HOMEGOLD FINANCIAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS collateral deposit of $2.5 million, and may be terminated by Impac without notice. Advance rates on fundings range from 96% to 100% of the principal amount, depending on the type and source of the mortgage. The outstanding balance under the Impac line of credit was $30.7 million at September 30, 2002. The Company and its subsidiary, CII, have guaranteed the obligations of HGI under the Impac credit agreement. Impac has notified the Company that the line will decrease to $40 million on November 30, 2002, $35 million on December 31, 2002, $30 million on January 31, 2003, $15 million on February 28, 2003, and the line will terminate on March 31, 2003. All of the Company's warehouse lines charge custodial fees, processing fees, and other miscellaneous fees on an individual loan basis ranging from $20 to $285. These charges are included in interest expense on the Company's statement of operations. All of the Company's warehouse lines contain provisions whereby the lender can terminate their agreement without cause with certain notice requirements. The Company's management believes the warehouse relationships will remain in place until maturity; however, there is no assurance that one or more of the lenders will not terminate their agreements prior to maturity, or that additional lines will be negotiated when existing lines terminate. Either occurrence would adversely affect the Company's ability to originate loans. NOTE 7--SENIOR UNSECURED DEBT AND SUBSIDIARY GUARANTORS In September 1997, the Company sold $125.0 million in aggregate principal amount of Senior Notes due 2004 ("Senior Notes"). The Senior Notes constitute unsecured indebtedness of the Company. The Senior Notes mature on September 15, 2004, with interest payable semi-annually at 10.75%. The Senior Notes will be redeemable at the option of the Company, in whole or in part, on or after September 15, 2004, at predetermined redemption prices plus accrued and unpaid interest to the date of redemption. In 1998, the Company purchased $38.4 million in aggregate principal amount of its Senior Notes in open market transactions for a combined purchase price of $18.9 million or 49.4% of face value. In 1999, the Company purchased $74.5 million in aggregate principal amount of the Senior Notes for a purchase price of $45.0 million or 60.4% of face value. In 2000, the Company purchased $920,000 in aggregate principal amount of the Senior Notes in open market for a purchase price of $341,000 or 37.1% of face value. In 2001, the Company purchased $5.0 million in aggregate principal amount of the Senior Notes in open market for an aggregate purchase price of $3.0 million or 60.0% of face value. The Company may, from time to time, purchase more of its Senior Notes either on the open market or otherwise depending on its cash needs, market conditions, and other factors. The indenture pertaining to the Senior Notes originally contained various restrictive covenants including limitations on, among other things, the incurrence of certain types of additional indebtedness, the payment of dividends and certain other payments, the ability of the Company's subsidiaries to incur further limitations on their ability to pay dividends or make other payments to the Company, liens, asset sales, the issuance of preferred stock by the Company's subsidiaries and transactions with affiliates. The Company's repurchase of Senior Notes in 2001 was accomplished through a tender offer and a solicitation of consents of holders of the Senior Notes to the elimination of most of the restrictive covenants, certain events of default and related definitions from the Senior Notes indenture. The Company received sufficient consents to so amend the indenture, consequently, as of November 2001 most of the restrictive covenants in the original indenture no longer exist. The Senior Notes are fully and unconditionally guaranteed (the "Subsidiary Guarantees") jointly and severally on an unsecured basis (each, a "Guarantee") by certain of the Company's subsidiaries (the "Subsidiary Guarantors"). With the exception of the Guarantee by the Company's subsidiary, CII, the Subsidiary Guarantees rank on par with the right of payment with all existing and future unsubordinated indebtedness of the Subsidiary Guarantors and senior in right of payment to all existing and future subordinated indebtedness of such Guarantors. All existing unsecured debt of all susidiaries other than CII is currently considered to be subordinated to the Senior Notes. The Guarantee by CII is equal in priority to CII's notes payable to investors and is senior to CII's subordinated debentures. The Senior Notes outstanding at September 30, 2002 and December 31, 2001, were $ 6.3 million. Included below is consolidating condensed financial data of the combined subsidiaries of the Company. The Company believes that providing the condensed consolidating information is of material interest to investors in the Senior Notes and has not presented separate financial statements for each of the wholly-owned Subsidiary Guarantors, because it was deemed that such financial statements would not provide investors with any material additional information. At September 30, 2002 and 2001 and December 31, 2001, all subsidiary guarantors were wholly-owned by the Company. 12 HOMEGOLD FINANCIAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Subsidiary Guarantors of the Company's Senior Notes at September 30, 2002 consist of the following subsidiaries of the Company which are all wholly-owned by the Company: HomeGold, Inc. (f/k/a Emergent Mortgage Corp.) Emergent Mortgage Corp. of Tennessee Carolina Investors, Inc. Emergent Insurance Agency Corp. Emergent Business Capital Asset Based Lending, Inc. Surety Mortgage, Inc. The following subsidiaries are not guarantors of the Company's Senior Notes: Emergent Mortgage Holdings Corp. Emergent Mortgage Holdings Corp. II Emergent Residual Holdings Corp. HomeGold Residual Holdings Corp. I HomeGold Residual Holdings Corp. II HomeGold Realty, Inc. Investments in subsidiaries are accounted for by HomeGold Financial, Inc. ("the Parent") and Subsidiary Guarantors on the equity method for the purposes of the consolidating financial data. Earnings of subsidiaries are therefore reflected in the Parent's and Subsidiary Guarantors' investment accounts and earnings. The principal elimination entries eliminate investments in subsidiaries and intercompany balances and transactions. Certain sums in the following tables may reflect immaterial rounding differences. As of September 30, 2002, the Subsidiary Guarantors conduct all of the Company's operations, other than the investment of certain residual receivables which is accomplished through its special purpose bankruptcy-remote securitization subsidiaries. A substantial majority of the assets of Emergent Business Capital Asset Based Lending, Inc. were sold to Emergent Asset-Based Lending LLC, an unaffiliated Maryland Limited Liability Company, on December 2, 1998. Since not all assets of this subsidiary were sold, the guaranty was not released. 13
HOMEGOLD FINANCIAL, INC. CONSOLIDATING BALANCE SHEETS SEPTEMBER 30, 2002 (Unaudited) (In thousands) COMBINED WHOLLY-0WNED COMBINED PARENT GUARANTOR NON-GUARANTOR COMPANY SUBSIDIARIES SUBSIDIARIES ELIMINATIONS CONSOLIDATED ----------- ----------- ----------- ------------ ------------ ASSETS Cash and cash equivalents $ 1 $ 8,176 $ 1 $ -- $ 8,178 Restricted cash 66 8,976 -- -- 9,042 Loans receivable: Loans receivable 2,023 62,636 -- -- 64,659 Notes receivable from other affiliates 4,707 180,102 20,665 (205,474) -- ----------- ----------- ----------- ------------ ------------ Total loans receivable 6,730 242,738 20,665 (205,474) 64,659 Less allowance for credit losses on loans -- (4,778) -- -- (4,778) Plus deferred loan costs -- (541) -- -- (541) ----------- ----------- ----------- ------------ ------------ Net loans receivable 6,730 237,419 20,665 (205,474) 59,340 Loan receivable from FlexCheck -- 7,532 -- -- 7,532 Income tax receivable -- 32 -- -- 32 Accrued interest receivable 289 2,169 -- -- 2,458 Other receivables -- 12,692 -- -- 12,692 Investment in subsidiaries 33,283 46,217 -- (79,500) -- Residual receivable, net -- 13,582 35,526 -- 49,108 Property and equipment, net -- 22,608 -- -- 22,608 Real estate and personal property acquired through -- 855 -- -- 855 foreclosure Excess of cost over net assets of acquired businesses, 33 19,348 -- -- 19,381 net Other assets 66 10,383 -- -- 10,449 ----------- ----------- ----------- ------------ ------------ TOTAL ASSETS $ 40,468 $ 389,989 $ 56,192 $ (284,974) $ 201,675 =========== =========== =========== ============ ============ LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) Liabilities: Revolving warehouse lines of credit and other $ -- $ 37,253 $ -- $ -- $ 37,253 borrowings Investor savings: Notes payable to investors -- 225,644 -- -- 225,644 Subordinated debentures -- 41,146 -- -- 41,146 ----------- ----------- ----------- ------------ ------------ Total investor savings -- 266,790 -- -- 266,790 Other liabilities: Accounts payable and accrued liabilities 5 3,412 -- -- 3,417 Remittances payable -- 512 -- -- 512 Income taxes payable -- 148 -- -- 148 Accrued interest payable 2 569 -- -- 571 Due to (from) affiliates 153,890 48,007 9,977 (211,874) -- ----------- ----------- ----------- ------------ ------------ Total other liabilities 153,897 52,648 9,977 (211,874) 4,648 Senior unsecured debt 6,250 -- -- -- 6,250 Subordinated debt to affiliates -- -- -- -- -- ----------- ----------- ----------- ------------ ------------ Total liabilities 160,147 356,691 9,977 (211,874) 314,941 Minority interest -- 15 (2) -- 13 Shareholders' equity (deficit): Preferred stock 10,000 -- -- -- 10,000 Common stock 17 1,000 2 (1,002) 17 Capital in excess of par value 46,659 235,215 48,807 (284,022) 46,659 Note receivable from shareholder (5,807) (5,807) -- 5,807 (5,807) Retained earnings (deficit) (170,548) (197,125) (2,592) 206,117 (164,148) ----------- ----------- ----------- ------------ ------------ Total shareholders' equity (deficit) (119,679) 33,283 46,217 (73,100) (113,279) ----------- ----------- ----------- ------------ ------------ TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 40,468 $ 389,989 $ 56,192 $ (284,974) $ 201,675 (DEFICIT) =========== =========== =========== ============ ============
14
HOMEGOLD FINANCIAL, INC. CONSOLIDATING BALANCE SHEET DECEMBER 31, 2001 (Unaudited) (In thousands) COMBINED WHOLLY-OWNED COMBINED PARENT GUARANTOR NON-GUARANTOR COMPANY SUBSIDIARIES SUBSIDIARIES ELIMINATIONS CONSOLIDATED ------- ------------ ------------ ------------ ------------ ASSETS Cash and cash equivalents $ 1 $ 26,350 $ 1 $ -- $ 26,352 Restricted cash 66 7,279 -- -- 7,345 Loans receivable: Loans receivable 1,029 50,776 -- -- 51,805 Notes receivable from affiliates 6,026 126,995 18,887 (151,908) -- ------ -------- ------- ----------- --------- Total loans receivable 7,055 177,771 18,887 (151,908) 51,805 Less allowance for credit losses on loans (250) (5,601) -- -- (5,851) Less deferred loan fees -- (1,215) -- -- (1,215) Plus deferred loan costs -- -- -- -- -- ------ -------- ------- ----------- --------- Net loans receivable 6,805 170,955 18,887 (151,908) 44,739 Other receivables: Income tax -- 596 -- -- 596 Accrued interest receivable 199 1,788 -- -- 1,987 Other receivables -- 9,608 -- -- 9,608 ------ -------- ------- ----------- --------- Total other receivables 199 11,992 -- -- 12,191 Investment in subsidiaries 51,653 45,418 -- (97,071) -- Residual receivables, net -- 13,406 35,864 -- 49,270 Net property and equipment -- 19,941 -- -- 19,941 Real estate and personal property acquired through foreclosure -- 603 -- -- 603 Net excess of cost over net assets of acquired 33 18,192 -- -- 18,225 businesses Other assets 90 8,726 -- -- 8,816 -------- ----------- ----------- ---------- ---------- TOTAL ASSETS $58,847 $ 322,862 $ 54,752 $ (248,979) $ 187,482 ======== =========== =========== ========== ========== LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) LIABILITIES: Revolving warehouse lines of credit and notes payable to banks $ -- $ 25,621 $ -- $ -- $ 25,621 Investor savings: Notes payable to investors -- 200,978 -- -- 200,978 Subordinated debentures -- 30,125 -- -- 30,125 -------- ----------- --------- -------- ---------- Total investor savings -- 231,103 -- -- 231,103 Accounts payable and accrued liabilities 6 6,204 -- -- 6,210 Remittances payable -- 1,186 -- -- 1,186 Income taxes payable -- 555 -- -- 555 Accrued interest payable 170 513 -- -- 683 Due to (from) affiliates 142,947 6,027 9,334 (158,308) -- -------- ----------- --------- --------- ---------- Total other liabilities 143,123 14,485 9,334 (158,308) 8,634 Senior unsecured debt 6,250 -- -- -- 6,250 Subordinated debt to affiliates -- -- -- -- -- -------- ----------- --------- --------- ----------- Total liabilities 149,373 271,209 9,334 (158,308) 271,608 MINORITY INTEREST -- -- -- -- -- SHAREHOLDERS' EQUITY (DEFICIT): Common stock 17 1,000 2 (1,002) 17 Preferred stock 10,000 -- -- -- 10,000 Capital in excess of par value 46,659 235,215 48,807 (284,022) 46,659 Note receivable from shareholder (5,700) (5,700) -- 5,700 (5,700) Retained earnings (deficit) (141,502) (178,862) (3,391) 188,653 (135,102) --------- ---------- ----------- ----------- ----------- Total shareholders' equity (deficit) (90,526) 51,653 45,418 (90,671) (84,126) --------- ---------- ----------- ----------- ----------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) $ 58,847 $ 322,862 $ 54,752 $ (248,979) $ 187,482 ========= ========== =========== =========== ==========
15
HOMEGOLD FINANCIAL, INC. CONSOLIDATING STATEMENTS OF OPERATIONS NINE MONTHS ENDED SEPTEMBER 30, 2002 (Unaudited) (In thousands) COMBINED WHOLLY-OWNED COMBINED PARENT GUARANTOR NON-GUARANTOR COMPANY SUBSIDIARIES SUBSIDIARIES ELIMINATIONS CONSOIDATED ----------- ------------- ------------ ----------- ------------- REVENUES: Interest income $ 565 $ 16,083 $ -- $ (10,488) $ 6,160 Servicing income -- 31,175 (28,736) -- 2,439 Gain on sale of loans -- 12,360 -- -- 12,360 Loan fees, net -- 25,581 -- -- 25,581 ----------- ------------- ------------ ----------- ------------- Total revenue from loans and investments 565 85,199 (28,736) (10,488) 46,540 Other revenues -- 3,324 -- (113) 3,211 ----------- ------------- ------------ ----------- ------------- Total revenues 565 88,523 (28,736) (10,601) 49,751 EXPENSES: Interest 11,448 17,193 -- (10,488) 18,153 Provision for credit losses (250) -- -- -- (250) Costs on REO and defaulted loans -- 11 -- -- 11 Fair market write-down of residual receivable -- 31,199 (31,199) -- -- Salaries, wages and employee benefits -- 35,553 -- -- 35,553 Business development costs -- 6,640 -- -- 6,640 Restructuring charges -- (360) -- -- (360) Other general and administrative expenses 150 18,559 -- (113) 18,596 ----------- ------------- ------------ ----------- ------------- Total expenses 11,348 108,795 (31,199) (10,601) 78,343 ----------- ------------- ------------ ----------- ------------- Income (loss) before income taxes, minority interest, and equity in undistributed earnings (10,783) (20,272) 2,463 -- (28,592) (loss) of subsidiaries Earnings (loss) of subsidiaries (18,263) 2,458 -- 15,805 -- ----------- ------------- ------------ ----------- ------------- Income (loss) before income taxes and minority (29,046) (17,814) 2,463 15,805 (28,592) interest Provision for income taxes -- 449 -- -- 449 ---------- ------------- ------------ ---------- -------------- Income (loss) before minority interest (29,046) (18,263) 2,463 15,805 (29,041) Minority interest in loss of subsidiaries -- -- (5) -- (5) ----------- ------------- ------------ ----------- ------------- NET INCOME (LOSS) $ (29,046) $ (18,263) $ 2,458 $ 15,805 $ (29,046) =========== ============= ============ =========== ============= NINE MONTHS ENDED SEPTEMBER 30, 2001 (Unaudited) (In thousands) COMBINED WHOLLY-OWNED COMBINED PARENT GUARANTOR NON-GUARANTOR COMPANY SUBSIDIARIES SUBSIDIARIES ELIMINATIONS CONSOLIDATED ----------- ------------- ------------ ---------- ----------- REVENUES: Interest income $ 391 $ 14,593 $ -- $ (8,183) $ 6,801 Servicing income -- 24,435 (21,092) -- 3,343 Gain on sale of loans -- 8,389 -- -- 8,389 Loan fees, net -- 22,359 -- -- 22,359 ----------- ------------- ------------ ---------- ----------- Total revenue from loans and investments 391 69,776 (21,092) (8,183) 40,892 Other revenues 7 1,017 -- (132) 892 ----------- ------------- ------------ ---------- ----------- Total revenues 398 70,793 (21,092) (8,315) 41,784 EXPENSES: Interest 8,730 14,597 -- (8,183) 15,144 Provision for credit losses -- 192 -- -- 192 Costs on REO and defaulted loans -- 1,266 -- -- 1,266 Fair market write-down of residual receivable -- 23,239 (23,239) -- -- Salaries, wages and employee benefits -- 25,796 -- -- 25,796 Business development costs -- 1,174 -- -- 1,174 Restructuring charges -- 896 -- -- 896 Other general and administrative expenses 202 16,822 -- (132) 16,892 ----------- ------------- ------------ ---------- ----------- Total expenses 8,932 83,982 (23,239) (8,315) 61,360 ----------- ------------- ------------ ---------- ----------- Income (loss) before income taxes, minority interest, (8,534) (13,189) 2,147 -- (19,576) and equity in undistributed earnings (loss) of subsidiaries Earnings (loss) of subsidiaries (11,501) 2,144 -- 9,357 -- ----------- ------------- ------------ ---------- ----------- Income (loss) before income taxes, minority interest and extraordinary item (20,035) (11,045) 2,147 9,357 (19,576) Provision for income taxes -- 456 -- -- 456 ----------- ------------- ------------ ---------- ----------- Income (loss) before minority interest and (20,035) (11,501) 2,147 9,357 (20,032) extraordinary item Minority interest in loss of subsidiaries -- -- (3) -- (3) ----------- ------------- ------------ ---------- ----------- Net income before extraordinary item (20,035) (11,501) 2,144 9,357 (20,035) Extraordianary item - gain on extinquishment of debt 153 -- -- -- 153 Cumulative effect of change in accounting principle -- -- -- -- -- ----------- ------------- ------------ ---------- ----------- NET INCOME (LOSS) $ (19,882) $ (11,501) $ 2,144 $ 9,357 $ (19,882) =========== ============= ============ ========== ===========
16
HOMEGOLD FINANCIAL, INC. CONSOLIDATING STATEMENTS OF OPERATIONS THREE MONTHS ENDED SEPTEMBER 30, 2002 (Unaudited) (In thousands) COMBINED WHOLLY-OWNED COMBINED PARENT GUARANTOR NON-GUARANTOR COMPANY SUBSIDIARIES SUBSIDIARIES ELIMINATIONS CONSOLIDATED ----------- ------------- ------------ ------------- ------------- REVENUES: Interest income $ 281 $ 5,499 $ -- $ (3,661) $ 2,119 Servicing income -- 10,762 (9,389) -- 1,373 Gain on sale of loans -- 4,581 -- -- 4,581 Loan fees, net -- 10,372 -- -- 10,372 ----------- ------------- ------------ ------------- ------------- Total revenue from loans and investments 281 31,214 (9,389) (3,661) 18,445 Other revenues -- 2,677 -- (37) 2,640 ----------- ------------- ------------ ------------- ------------- Total revenues 281 33,891 (9,389) (3,698) 21,085 EXPENSES: Interest 3,984 5,586 -- (3,661) 5,909 Provision for credit losses (250) -- -- -- (250) Cost on REO and defaulted loans -- (439) -- -- (439) Fair market write-down of residual receivable -- 10,798 (10,798) -- -- Salaries, wages and employee benefits -- 12,599 -- -- 12,599 Business development costs -- 2,574 -- -- 2,574 Restructuring charges -- (360) -- -- (360) Other general and administrative expenses 40 5,793 -- (37) 5,796 ----------- ------------- ------------ ------------- ------------- Total expenses 3,774 36,551 (10,798) (3,698) 25,829 ----------- ------------- ------------ ------------- ------------- Income (loss) before income taxes, minority interest and equity in undistributed earnings (loss) of (3,493) (2,660) 1,409 -- (4,744) subsidiares Earnings (loss) of subsidiaries (1,434) 1,406 -- 28 -- ----------- ------------- ------------ ------------- ------------- Income (loss) before income taxes and minority interest (4,927) (1,254) 1,409 28 (4,744) Provision for income taxes -- 180 -- -- 180 ----------- ------------- ------------ ------------- ------------- Income (loss) before minority interest (4,927) (1,434) 1,409 28 (4,924) Minority interest in loss of subsidiaries -- -- (3) -- (3) ----------- ------------- ------------ ------------- ------------- NET INCOME (LOSS) $ (4,927) $ (1,434) $ 1,406 $ 28 $ (4,927) =========== ============= ============ ============= == ========== THREE MONTHS ENDED SEPTEMBER 30, 2001 (Unaudited) (In thousands) COMBINED WHOLLY-OWNED COMBINED PARENT GUARANTOR NON-GUARANTOR COMPANY SUBSIDIARIES SUBSIDIARIES ELIMINATIONS CONSOLIDATED ----------- ------------- ------------ ------------ ------------ REVENUES: Interest income $ 132 $ 5,140 $ -- $ (2,804) $ 2,468 Servicing income -- 9,138 (8,316) -- 822 Gain on sale of loans -- 2,850 -- -- 2,850 Loan fees, net -- 7,461 -- -- 7,461 ----------- ------------- ------------ ------------ ------------ Total revenue from loans and investments 132 24,589 (8,316) (2,804) 13,601 Other revenues 1 77 -- 16 94 ----------- ------------- ------------ ------------ ------------ Total revenues 133 24,666 (8,316) (2,788) 13,695 EXPENSES: Interest 2,981 5,152 -- (2,804) 5,329 Provision for credit losses -- 192 -- -- 192 Cost on REO and defaulted loans -- 71 -- -- 71 Fair market write-down of residual receivable -- 9,433 (9,433) -- -- Salaries, wages and employee benefits -- 9,349 -- -- 9,349 Business development costs -- (4,549) -- -- (4,549) Restructuring charges -- (345) -- -- (345) Other general and administrative expenses 69 6,185 -- 16 6,270 ----------- ------------- ------------ ------------ ------------ Total expenses 3,050 25,488 (9,433) (2,788) 16,317 ----------- ------------- ------------ ------------ ------------ Income (loss) before income taxes, minority interest and equity in undistributed earnings (loss) of (2,917) (822) 1,117 -- (2,622) subsidiaries Earnings (loss) of subsidiaries 165 1,114 -- (1,279) -- ----------- ------------- ------------ ------------ ------------ Income (loss) before income taxes, minority interest and extraordinary item (2,752) 292 1,117 (1,279) (2,622) Provision for income taxes -- 127 -- -- 127 ----------- ------------- ------------ ------------ ------------- Income (loss) before minority interest and (2,752) 165 1,117 (1,279) (2,749) extraordinary item Minority interest in loss of subsidiaries -- -- (3) -- (3) ----------- ------------- ------------ ------------ ------------ Income before extraordinary item (2,752) 165 1,114 (1,279) (2,752) Extraordinary item - gain on extinguishment of debt -- -- -- -- -- ----------- ------------- ------------ ------------ ------------ NET INCOME (LOSS) $ (2,752) $ 165 $ 1,114 $ (1,279) $ (2,752) =========== ============= ============ ============ ============
17
HOMEGOLD FINANCIAL, INC. CONSOLIDATING STATEMENT OF CASH FLOWS NINE MONTHS ENDED SEPTEMBER 30, 2002 (Unaudited) (In thousands) COMBINED WHOLLY-OWNED COMBINED GUARANTOR NON-GUARANTOR PARENT SUBSIDIARIES SUBSIDIARIES COMPANY ELIMINATIONS CONSOLIDATED ----------- ------------ ------------ ------------ ------------- OPERATING ACTIVITIES: Net income (loss) $ (29,046) $ (18,263) $ 2,458 $ 15,805 $ (29,046) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Equity in undistributed earnings of subsidiaires 18,263 (2,458) -- (15,805) -- Depreciation and amortization -- 2,726 -- -- 2,726 Provision for credit losses (250) -- -- -- (250) Fair value writedown of REO -- 50 -- -- 50 Gain on retirement of senior unsecured debt -- -- -- -- -- Net decrease (decrease) in deferred loan fees -- (674) -- -- (674) Loss on sale of real estate acquired through -- -- -- -- -- foreclosure Fair value write-down of residual receivable -- -- -- -- -- Loss (gain) on sale of property and equipment -- 13 -- -- 13 Loss (gain) on sale of REO -- 490 -- -- 490 Loans originated with intent to sell -- (607,737) -- -- (607,737) Proceeds from sold loans -- 549,770 -- -- 549,770 Other -- -- 5 -- 5 Changes in operating assets and liabilities increasing (decreasing) cash (234) (19,453) 338 -- (19,349) ----------- ------------ ------------ ------------ ------------- Net cash provided by (used in) operating activities (11,267) (95,536) 2,801 -- (104,002) ----------- ------------ ------------ ------------ ------------- INVESTING ACTIVITIES: Loans originated or purchased for investment purposes -- (18,491) -- -- (18,491) Principal collections on loans not sold 6 61,082 -- -- 61,088 Proceeds from sale of real estate and personal property acquired through foreclosure -- 911 -- -- 911 Proceeds from sale of property and equipment -- 854 -- -- 854 Purchase of property and equipment -- (4,760) -- -- (4,760) Note receivable from shareholder -- (107) -- -- (107) Purchase of net assets of Surety Mortgage -- (388) -- -- (388) Other (1,000) 402 -- -- (598) ----------- ------------ ------------ ------------ ------------- Net cash provided by investing activities (994) 39,503 -- -- 38,509 ----------- ------------ ------------ ------------ ------------- FINANCING ACTIVITIES: Advances on warehouse lines of credit -- 462,952 -- -- 462,952 Payments on warehouse lines of credit -- (450,632) -- -- (450,632) Payments on notes to banks -- (688) -- -- (688) Retirement of senior unsecured debt -- -- -- -- -- Net increase in notes payable to investors -- 24,666 -- -- 24,666 Net increase in subordinated debentures -- 11,021 -- -- 11,021 Advances (to) from subsidiary 12,261 (9,468) (2,793) -- -- Other -- 8 (8) -- -- ----------- ------------ ------------ ------------ ------------- Net cash provided by (used in) financing activities 12,261 37,859 (2,801) -- 47,319 ----------- ------------ ------------ ------------ ------------- Net increase (decrease) in cash and cash equivalents -- (18,174) -- -- (18,174) CASH AND CASH EQUIVALENTS: BEGINNING OF PERIOD 1 26,350 1 -- 26,352 ----------- ------------ ------------ ------------ ------------- END OF PERIOD $ 1 $ 8,176 $ 1 $ -- $ 8,178 =========== ============ ============ ============ =============
18
HOMEGOLD FINANCIAL, INC. CONSOLIDATING STATEMENT OF CASH FLOWS NINE MONTHS ENDED SEPTEMBER 30, 2001 (Unaudited) (In thousands) COMBINED WHOLLY-OWNED COMBINED PARENT GUARANTOR NON-GUARANTOR COMPANY SUBSIDIARIES SUBSIDIARIES ELIMINATIONS CONSOLIDATED ----------- ------------ ----------- ------------ ------------ OPERATING ACTIVITIES: Net income (loss) $ (19,882) $ (11,501) $ 2,144 $ 9,357 $ (19,882) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Equity in undistributed earnings of subsidiaries 11,501 (2,144) -- (9,357) -- Depreciation and amortization 1 3,230 -- -- 3,231 Gain on retirement of senior unsecured debt (153) -- -- -- (153) Net decrease in deferred loan fees -- (1,093) -- -- (1,093) Provision for credit losses -- 192 -- -- 192 Fair value write-down of REO -- 126 -- -- 126 Loss/(gain) on sale of property and equipment -- (9) -- -- (9) Loss/(gain) on sale of REO -- 372 -- -- 372 Loans originated with intent to sell -- (531,571) -- -- (531,571) Proceeds from sold loans -- 441,526 -- -- 441,526 Other -- -- 3 -- 3 Changes in operating assets and liabilities increasing (decreasing) cash (315) (8,984) 3,191 -- (6,108) ----------- ------------ ----------- ------------ ------------ Net cash provided by (used in) operating activities (8,848) (109,856) 5,338 -- (113,366) ----------- ------------ ----------- ------------ ------------ INVESTING ACTIVITIES: Loans purchased for investment purposes 58 (58) -- -- -- Principal collections on loans not sold -- 88,720 -- -- 88,720 Proceeds from sale of real estate and personal property acquired through foreclosure -- 1,155 -- -- 1,155 Proceeds from sale of property and equipment -- 388 -- -- 388 Purchase of property and equipment -- (1,708) -- -- (1,708) Loans to shareholders -- 285 -- -- 285 Other -- (1,226) -- -- (1,226) ----------- ------------ ----------- ------------ ------------ Net cash provided by in investing activities 58 87,556 -- -- 87,614 ----------- ------------ ----------- ------------ ------------ FINANCING ACTIVITIES: Advances on warehouse lines of credit -- 474,867 -- -- 474,867 Payments on warehouse lines of credit -- (473,986) -- -- (473,986) Retirement of senior unsecured debt (58) -- -- -- (58) Net increase in notes payable to investors -- 39,947 -- -- 39,947 Net increase in subordinated debentures -- 5,513 -- -- 5,513 Advances (to) from subsidiary 8,748 (3,417) (5,331) -- -- Proceeds from issuance of common stock -- 25 -- -- 25 Other -- 7 (7) -- -- ----------- ------------ ----------- ------------ ------------ Net cash provided by (used in) financing activities 8,690 42,956 (5,338) -- 46,308 ----------- ------------ ----------- ------------ ------------ Net increase (decrease) in cash and cash equivalents (100) 20,656 -- -- 20,556 CASH AND CASH EQUIVALENTS: BEGINNING OF PERIOD 101 3,589 1 -- 3,691 ----------- ------------ ----------- ------------ ------------ END OF PERIOD $ 1 $ 24,245 $ 1 $ -- $ 24,247 =========== ============ =========== ============ ============
19 HOMEGOLD FINANCIAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 8--COMMITMENTS AND CONTINGENCIES The Company may from time to time enter into forward commitments to sell residential first mortgage loans to reduce risk associated with originating and holding loans for sale. At December 31, 2001, the Company had no outstanding forward commitment contracts. On August 28, 2002, the Company entered into an agreement with Impac whereby Impac has agreed to purchase an aggregate of $200 million of mortgage loans at a predetermined premium of 3.5% on September 30, 2002, October 30, 2002, November 28, 2002, and December 20, 2002. From time to time, the Company is involved in litigation in the ordinary course of its business. As a result of legal defenses and insurance arrangements, the Company does not believe that any such litigation, if decided unfavorably to the Company, would have a material adverse effect on its business or assets, with the exception of the litigation noted below. On August 20, 1999, Janice Tomlin, Isaiah Tomlin, and Constance Wiggins filed a purported class action lawsuit ("Tomlin action") in New Hanover County, North Carolina Superior Court. That suit has been transferred to North Carolina Business Court. The suit was filed against the Company's subsidiary, HGI, and others alleging a variety of statutory and common law claims arising out of mortgage loans they obtained through Chase Mortgage Brokers ("Chase"). On February 22, 2000, Michael and Kimberly Chasten filed a similar action in Duplin County, North Carolina Superior Court. On April 13, 2000 Reginald Troy filed a similar action in New Hanover County, North Carolina Superior Court. The plaintiffs in all of these cases are seeking unspecified monetary damages which fall into three basic categories: (1) refund of all fees charged by Chase in connection with the mortgage loans; (2) forfeiture of all profits realized from the sale of the mortgage loans in the secondary market; and (3) refund of two times the past interest paid on the mortgage loans, and forfeiture of future interest. The complaints in all of these cases allege participation by HGI in an arrangement with Chase under which Chase allegedly failed to make necessary disclosures to the borrowers, and charged excessive and duplicative fees to the borrowers, and under which Chase allegedly received undisclosed premiums. On February 1, 2002, the Court granted to the plaintiffs in the Tomlin action their motion for class certification. HGI intends to vigorously contest these cases. Because these matters are in their early stages, it is not possible to evaluate the likelihood of an unfavorable outcome or estimate the amount of potential loss. Management believes that if any of these causes of action is determined adversely, the effect on the financial condition of the Company could be materially adverse. Equicredit Corporation of America ("Equicredit"), a co-defendant in the Tomlin action which purchased loans from HGI having an aggregate balance of $31.7 million, has demanded that HGI repurchase these loans pursuant to the loan purchase agreement. Until the issues in the litigation are resolved, the Company believes that the repurchase demand is premature. On September 6, 2002 Equicredit also filed a lawsuit against HGI in the General Court of Justice, Superior Court Division in Mecklenburg County, North Carolina. This is an action for indemnification wherein Equicredit is seeking reimbursement from HGI for any liability that may be found against it in the Tomlin action case. Equicredit seeks reimbursement from HGI for any judgement and/or costs to defend in excess of $10,000. As this action is contingent upon the outcome of the Tomlin action, it is premature and not possible to estimate the outcome or effect it will have on the Company until the case is decided. The Company intends to vigorously defend its position in this matter. On July 5, 2002 George and Tammy Vogt served a purported class action against the Company's subsidiary, HGI and Interbay Funding, LLC in the Circuit Court for the Third Judicial Circuit, Madison County, Illinois. The complaint alleges a violation of Illinois law prohibiting a charge of more than three points in connection with refinancing mortgage loans with an annual percentage rate of eight percent or higher. The suit has been removed to the United States District Court for the Southeastern District of Illinois. The Company has filed a motion to dismiss which is pending at this time. A class certification hearing has not yet been held. The Company intends to vigorously contest this action. Because this case is in its early stages, it is not possible to evaluate the likelihood of an adverse outcome or amount of the potential loss. During 2002 and 2001, the Company was in default with respect to certain financial covenants under the Company's revolving warehouse line of credit with Household. In November, 2001, an amendment and forbearance agreement was executed whereby the line of credit was reduced from $40 million to $15 million, a collateral deposit of $1.5 million was required, and the lender agreed to forebear from exercising its rights resulting from the default. In May 20 HOMEGOLD FINANCIAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS of 2002, Household gave notice of termination of its forbearance effective August 31, 2002. Subsequent to notifying the Company of the termination of the forbearance, Household reduced the discretionary availability under the facility to $10 million. Prior to execution of a Forbearance Expiry agreement by either Household or the Company, Household withdrew its notice of termination of the forbearance leaving the discretionary availability under the facility at $10 million as of September 30, 2002. An oral agreement increased availability under the facility to $25 million in October, 2002. The Company remains in default with respect to these financial covenants. HGI, together with certain other subsidiaries of HGFN (collectively, the "Subsidiary Guarantors"), has guaranteed HGFN's performance of its obligations under its 10-3/4% Senior Notes due 2004 (the "Senior Notes") and the indenture related thereto (the "Indenture"). The original aggregate principal amount of the Senior Notes was $125,000,000; however, as of September 30, 2002, HGFN has repurchased $118,750,000 of the Senior Notes, leaving $6,250,000 in aggregate principal amount outstanding. 21 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION The discussion below should be read in conjunction with the HomeGold Financial, Inc. and Subsidiaries (the "Company" or "HGFN") Unaudited Consolidated Financial Statements and Notes appearing elsewhere in this report. FORWARD - LOOKING INFORMATION From time to time, the Company makes oral and written statements that may constitute "forward-looking statements" (rather than historical facts) as defined in the Private Securities Litigation Reform Act of 1995 (the "Act") or by the SEC in its rules, regulations and releases, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. This report contains such statements. The Company desires to take advantage of the "safe harbor" provisions in the Act for forward-looking statements made from time to time, including, but not limited to, the forward-looking statements made in this Form 10-Q, as well as those made in other filings with the SEC, and other financial discussion and analysis by management that reflect projections of future financial or economic performance of the Company. The words "expect," "estimate," "anticipate," "predict," "believe," and similar expressions and variations thereof are intended to identify forward-looking statements. Such statements appear in a number of places in this filing and include statements regarding the intent, belief, or current expectations of the Company, its directors, or officers with respect to management's current plans and expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Such risks and uncertainties include, but are not limited to: the ability of the Company's primary creditors to demand payment in full at will, the inability of the Company's subsidiary to continue to sell notes and subordinated debentures to investors, lower origination volume due to market conditions, inability to achieve desired efficiency levels, higher losses due to economic downturn or lower real estate values, loss of key employees, negative cash flows and capital needs, delinquencies and losses in securitization trusts, right to terminate mortgage servicing and related negative impact on cash flow, adverse consequences of changes in the interest rate environment, deterioration of creditworthiness of borrowers and risk of default, general economic conditions in the Company's markets, including inflation, recession, interest rates and other economic factors, loss of funding sources, loss of ability to sell loans, general lending risks, impact of competition, regulation of lending activities, changes in the regulatory environment, lower than anticipated premiums on loan sales, lower than anticipated origination fees, adverse impact of lawsuits, faster than anticipated prepayments on loans, losses due to breach of representation or warranties under previous agreements and other detrimental developments. To the extent that terrorist attacks or other geopolitical conflicts cause a prolonged negative impact on the economy, the effects may include adverse changes in customers' borrowing, investing or spending patterns; market disruptions; adverse effects on the performance of the United States and foreign equity markets; currency fluctuations; exchange controls; restriction of asset growth; negative effects on credit quality; and other effects that could adversely impact the performance, earnings, and revenue growth of the financial services industry, including the Company. The preceding list of risks and uncertainties, however, is not intended to be exhaustive. Because actual results may differ materially from those projected in this Report for the reasons, among others, listed above, the stockholders and bondholders of the Company are cautioned not to put undue reliance on such forward-looking statements. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof. Readers should carefully review the factors referred to above and the other documents the Company files from time to time with the Securities and Exchange Commission, including the quarterly reports on Form 10-Q filed by the Company during fiscal 2002 and any current reports on Form 8-K filed by the Company. GENERAL The Company is headquartered in Lexington, South Carolina, and primarily engages in the business of originating and selling conforming and sub-prime first and second-lien residential mortgage loan products and issuing notes payable and subordinated debentures to investors through its subsidiary, Carolina Investors, Inc. ("CII"). The Company commenced its lending operations in 1991 through the acquisition of CII, a small mortgage lending company, which had been in operation since 1963. MARKET CONDITIONS The financial services industry, including the markets in which the Company operates, is highly competitive. Competition is based on the type of loan, interest rates, and service. Traditional competitors in the financial services industry include commercial banks, credit unions, thrift institutions, credit card issuers, consumer and commercial finance companies, and leasing companies. While the Company faces significant competition in connection with its mortgage loan products, it believes that it competes effectively in its markets by providing competitive rates and efficient, complete services. 22 MERGER WITH HOMESENSE FINANCIAL CORP. On May 9, 2000, HomeSense Financial Corporation and certain of its affiliated companies ("HomeSense") were merged into HomeGold, Inc. ("HGI"), a wholly-owned subsidiary of HGFN pursuant to a merger agreement approved by HGFN's shareholders on April 28, 2000. HomeSense was a privately owned specialized mortgage company headquartered in Lexington, South Carolina that originated and sold mortgage loans in the sub-prime mortgage industry. Its principal loan product was a debt consolidation loan, generally collateralized by a first lien on the borrower's home. HomeSense originated its loan volume through a direct retail branch network of eight offices, as well as through centrally-provided telemarketing leads, direct mail, and television advertising. HGI has continued the business of HomeSense after the merger. In the merger, HGFN issued 6,780,944 shares of its common stock (approximately 40% of post-merger shares outstanding) valued at $1.04 per share plus an additional 10 million shares of Series A Non-convertible Preferred Stock, par value $1 per share, for 100% of the outstanding stock of HomeSense. Most of this merger consideration was issued to HomeSense's primary shareholder Ronald J. Sheppard. Until November 19, 2002, Mr. Sheppard was Chief Executive Officer and a director of HGFN, and a director of HGI. The merger was accounted for under the purchase method of accounting. The transaction resulted in $19.0 million of goodwill. After the merger was consummated, certain differences arose between the parties to the merger regarding the warranties and representations in the merger agreement. These differences were resolved in February 2001 by an agreement between Mr. Sheppard and HGFN pursuant to which Mr. Sheppard agreed to remain a guarantor with respect to certain indebtedness HGI assumed from HomeSense in the merger and pursuant to which options for HGFN stock issued to Mr. Sheppard in the merger were cancelled. In addition, a mutual indemnity agreement between HGFN and Mr. Sheppard was cancelled. SALE OF RETAIL MORTGAGE DIVISION HGFN has pursued potential acquirers for its retail mortgage division. After careful consideration of several options, HGFN has reached agreement in principle, subject to completion of definitive documentation, to sell the division to EMMCO Credit Corp., Inc. ("EMMCO"), a company organized by Ronald J. Sheppard who is its principal shareholder. Until his resignation, Mr. Sheppard was the CEO and Chairman of the Board of HGFN. Management believes that the potential return from the sale to EMMCO exceeds other available options and that EMMCO as a stand alone company is better positioned to obtain and maintain favorable warehouse lines of credit. 23 HGFN expects that definitive documentation for this transaction will be executed in a matter of days with the following terms: o The purchase price would consist of 25 million shares of 8% cumulative preferred stock, par value $1.00 per share, of EMMCO plus a quarterly cash earn-out of 50% of EMMCO's after-tax profits until the aggregate earn-out payments to HGFN shall equal $170 million. If EMMCO or its business is sold prior to the completion of the earn-out period, 50% of the gross proceeds realized from the sale would be by paid directly to HGFN by the purchaser. The approval of HGFN would be required if earn-out proceeds combined with sales proceeds do not equal $170 million. o In exchange for the purchase price, EMMCO would receive primarily the following assets: o Assignment of leases for certain of the retail mortgage division's locations; o The retail mortgage division's equipment and contracts related thereto; o $5 million in aggregate principal amount of funded mortgage loans or cash in lieu thereof; o All pending and unfunded mortgage loans as of the closing date that EMMCO elects to receive; o The 49% membership interest of HGFN in Connected Information Services, LLC, a title insurance joint venture, and all of the capital stock of Surety Mortgage, Inc. o Mr. Sheppard would return all of his HGFN Common Stock (6,072,370 shares) and 4,193,125 shares of his HGFN Series A Non-convertible Preferred Stock, par value $1.00 per share ("HGFN Preferred Stock") to HGFN as a contribution to its capital. o Mr. Sheppard would return 5,806,875 shares of his HGFN Preferred Stock to HGFN in satisfaction of all of his remaining obligations to HGFN under a non-recourse promissory note dated May 11, 2000 in the principal amount of $5,700,000 with $106,875 of accrued and unpaid interest secured by a pledge of 4,560,000 shares of Mr. Sheppard's HFGN Common Stock and 5,700,000 shares of Mr. Sheppard's HGFN Preferred Stock. Completion of the proposed transaction with EMMCO is subject to receipt of an independent fairness opinion. Paul Banninger, a director of HGFN and formerly President of HomeGold, Inc., also resigned to accept employment with EMMCO. In connection with the resignations of Mr. Sheppard and Mr. Banninger, HGFN's President, Forrest E. Ferrell, has accepted the position of Chief Executive Officer. Mr. Ferrell and Karen A. Miller, HGFN's Executive Vice President, Chief Financial Officer, Secretary, Treasurer and Chief Administrative Officer have been elected to the board of HGFN to replace Mr. Sheppard and Mr. Banninger and Mr. Ferrell has been elected as the Chairman. After the sale of the retail mortgage division headquartered in Lexington, SC, the Company will continue to operate its wholesale mortgage operation and its mortgage loan servicing operation. The Company will also continue its investment in FlexCheck, a rapidly expanding payday lending company. ACQUISITION OF SURETY MORTGAGE, INC. On January 1, 2002, the Company, through its subsidiary, HGI, a wholly-owned subsidiary of HGFN, acquired Surety Mortgage, Inc. ("Surety") from Affinity Technology Group, Inc. for $1.4 million through the forgiveness of a $1.0 million note and a cash outlay of $388,000. Surety specializes in the origination and sale of conforming mortgage products. This acquisition has given the Company the ability to originate government-approved residential mortgages which are easier to sell in the secondary markets. Approximately 33% of the Company's production for the first nine months of 2002 was underwritten through this newly acquired subsidiary. The transaction resulted in $882,000 of additional goodwill. The results of operations of Surety are included in the accompanying financial statements from the date of acquisition. All of the capital stock of Surety is expected to be included in the assets sold to EMMCO as described above. LOAN TO FLEXCHECK HOLDINGS, LLC As of September 30, 2002, the Company had made loans in the aggregate amount of $7.5 million to FlexCheck Holdings, LLC ("FlexCheck"), a cash advance company. The Company has no ownership interest in FlexCheck but has an option to purchase an 80% interest for $100,000. The Company anticipates making additional loans to FlexCheck to fund its startup operations. The loans to FlexCheck are secured by a lien on all of its assets. 24 RESULTS OF OPERATIONS For the periods indicated, the following table sets forth certain information derived from the Company's Consolidated Financial Statements expressed as a percentage of total revenues.
FOR THE NINE MONTHS ENDED FOR THE THREE MONTHS ENDED SEPTEMBER 30, SEPTEMBER, -------------------------------------- -- ---------------------------------- 2002 2001 2002 2001 ----------------- ----------------- --------------- ---------- --- Interest income 12.4 % 16.3 % 10.1 % 18.0 % Servicing income 4.9 8.0 6.5 6.0 Gross gain on sale of loans 24.8 20.1 21.7 20.8 Loan fees, net 51.4 53.5 49.2 54.5 Other revenues 6.5 2.1 12.5 0.7 ----------------- ----------------- --------------- -------------- Total revenues 100.0 % 100.0 % 100.0 % 100.0 % ================= ================= =============== ============== Interest expense 36.5 % 36.3 % 28.0 % 38.9 % Provision for credit losses (0.5) .5 (1.2) 1.4 Cost of real estate owned and defaulted loans -- 3.0 (2.1) .5 Salaries, wages and employee benefits 71.5 61.7 59.8 68.2 Business development costs 13.3 2.8 12.2 (33.2) Restructuring costs (0.7) 2.2 (1.7) (2.5) Other general and administrative expenses 37.4 40.4 27.5 45.8 ----------------- ----------------- --------------- -------------- Loss before income taxes, minority interest and extraordinary item (57.5) (46.9) (22.5) (19.1) Provision for income taxes 0.9 1.1 0.9 0.9 Minority interest in (income) loss of subsidiaries -- -- -- -- Extraordinary item - gain on extinguishment of debt, net -- .4 -- -- ----------------- ----------------- --------------- -------------- Net loss (58.4) % (47.6) % (23.4) % 20.0 % ================= ================= =============== ==============
RESULTS OF OPERATIONS Nine months ended September 30, 2002, compared to nine months ended September 30, 2001 The Company recognized a net loss of $29.0 million for the nine months ended September 30, 2002 as compared to a net loss of $19.9 million for the nine months ended September 30, 2001. Total revenues for the nine months ended September 30, 2002 increased $8.0 million, or 19.1%, compared to the nine months ended September 30, 2001. The increase in total revenues resulted from a $4.0 million, or 47.3%, increase in gain on sale of loans, a $3.2 million, or 14.4%, increase in origination fee income, and a $2.3 million, or 260.0%, increase in other income, partially offset by a $0.9 million, or 27.0%, decrease in servicing fee income and a $0.6 million, or 9.4% decrease in interest income. The increase in gains on sale of loans resulted from an increase in the volume of loan sales and an increase in the average premium obtained in the 2002 period compared to the 2001 period. In the 2002 period, the Company had mortgage whole loan sales of $549.8 million at an average premium of 2.2% compared to mortgage whole loan sales of $441.5 million at an average premium of 1.6% in the 2001 period. The higher sales were primarily a result of a $150.0 million increase in loan production related to the Company's emphasis on retail production and an increase in loan officers from 251 at September 30, 2001 to 492 at September 30, 2002. The Company attributes the higher premiums received to market conditions. The increase in origination fee income was a direct result of an increase in production. In the 2002 period, the Company had total loan originations of $703.0 million, as compared to $553.0 million for the 2001 period. The 27.1% increase in production was partially offset by lower origination fees realized per closed loan. 25 The increase in other income was related to two separate transactions. The first was the $0.7 million management fee for services provided to FlexCheck which was recorded during the third quarter of 2002. The second transaction was the reversal of a $1.5 million reserve for possible impairment on the Pelham Road building in Greenville, S.C. During 2002, the Company continued to partially occupy the building and depreciation continued. As such, the Company intends to hold and use the building and the facility is used as collateral for one of the Company's warehouse lines. The book value of the facility approximates the value of two separate appraisals rendered on the facility. The decline in servicing income was due to a decrease in the average serviced loan portfolio from repayments of loans in the securitized pools as well as amortization of the residual assets. The reduction in interest income resulted from the reduction in the period of time between closing a loan and selling that loan to an investor. As a result, a loan earned interest for fewer days while on the warehouse line. Total expenses for the nine months ended September 30, 2002 increased $17.0 million, or 27.7%, compared to the nine months ended September 30, 2001. The increase in total expenses resulted primarily from a $9.8 million, or 37.8%, increase in personnel costs; a $5.5 million, or 465.6%, increase in business development costs; a $3.0 million, or 19.9%, increase in interest expense; and a $1.7 million, or 10.1%, increase in other general and administrative expenses, partially offset by a $1.3 million, or 99.1%, decrease in costs on owned real estate and defaulted loans; a $0.4 million, or 230.2%, decrease in provision for credit losses; and a $1.3 million, or 140.2%, reduction in restructuring costs. The increase in personnel costs resulted primarily from the ramping-up of the production centers in 2002. The number of loan officers increased from 251 at September 30, 2001 to 492 at September 30, 2002. At September 30, 2002, the Company had 1,158 employees compared to 712 employees at September 30, 2001. Likewise, the increase in other general and administrative costs was primarily attributable to the additional costs associated with an increase in employees and new production facilities. The increase in business development costs resulted from the Company enhancing its marketing efforts to expand its loan production. The expansion of the production centers resulted in a net growth of 241 loan officers from the 2001 period to 2002. The increase in interest expense resulted from additional borrowings associated with the increase in the Company's subordinated debt, which was partially offset by a decrease in interest costs related to the reduction of outstanding senior unsecured notes resulting from the Company's repurchase of notes throughout 2001. The decreases in costs on real estate owned and defaulted loans and the provision for credit losses totalling $1.7 million for the nine months ended September 30, 2002 compared with the nine months ended September 30, 2001 were primarily a result of the Company's focused efforts to minimize the costs associated with maintaining and selling properties acquired in satisfaction of debt. The allowance for credit losses is analyzed on a quarterly basis for adequacy. Based on the level of loans held for investment and the lower loan delinquency rates, the allowance for credit losses was determined to be adequate as of September 30, 2002, and no additional provision was required. The decrease in costs on owned real estate and defaulted loans was expected due to the Company's aggressive liquidation in 2002 of real estate acquired through foreclosure. Restructuring costs decreased by $1.3 million for the nine months ended September 30, 2002 compared with the nine months ended September 30, 2001. These charges were related to a restructuring of the Company's departmental reporting structure and the relocation of the Company's corporate headquarters from Greenville, S.C. to Lexington, S.C. in 2001. During the third quarter of 2002, the Company determined that the restructuring was substantially complete. As a result, excess reserves were used to reduce restructuring costs. The Company recorded current tax expense of $449,000 and $456,000 for the 2002 and 2001 periods, respectively, although the Company generated a pre-tax loss before extraordinary item for both periods. The current tax expense resulted from "excess inclusion income". Excess inclusion income is a result of the Company's securitizing loans in pools to third party investors using a REMIC structure. These transactions generate income for the Company that is included in the overall loss from operations. However, according to IRS regulations, a portion of that income is subject to federal tax in the current period regardless of other period losses or NOL carryovers otherwise available to offset regular taxable income. The excess inclusion income approximates the net interest the Company receives on the loans in the pools after the bondholders are paid their share of the interest less the sum of the daily accruals, an amount allowed for tax purposes as a reasonable economic return on the retained ownership interest. The extraordinary gain on the extinguishment of debt (discussed below) is net of $0 tax since the gain was offset against prior NOLs and did not result in any incremental increase in current income tax expense. Securitizations since 2000 were structured utilizing alternative structures that do not generate excess inclusion income. 26 During the 2001 period, the Company realized a $153,000 extraordinary gain on the extinguishment of debt related to the purchase of $211,000 of its Senior Notes. At September 30, 2002, the Company had $6.3 million of Senior Notes outstanding. Three months ended September 30, 2002 compared to three months ended September 30, 2001 The Company recognized a net loss of $4.9 million for the three months ended September 30, 2002 as compared to a net loss of $2.8 million for the three months ended September 30, 2001. Total revenues increased $7.4 million, or 54.0%, for the three months ended September 30, 2002 compared to the three months ended September 30, 2001. The increase in total revenues resulted from a $2.9 million, or 39.0%, increase in origination fee income; a $2.5 million, or 2708.5%, increase in other income; a $1.7 million, or 60.7%, increase in gain on sale of loans income; and a $0.5 million, or 67.0%, increase in servicing fee income, partially offset by a $0.3 million, or 14.1%, decrease in interest income. The increase in origination fee income was a direct result of an increase in production. In the 2002 period, the Company had total loan originations of $267.3 million, as compared to $193.0 million for the 2001 period. The 38.5% increase in production also resulted in a higher volume of loans sold during the three-month period. The increase in other income was related to two separate transactions. The first was the $0.7 million management fee for services provided to FlexCheck which was recorded during the third quarter of 2002. The second transaction was the reversal of a $1.5 million reserve for possible impairment on the Pelham Road building in Greenville, S.C. During 2002, the Company continued to partially occupy the building and depreciation continued. As such, the Company intends to hold and use the building and the facility is used as collateral for one of the Company's warehouse lines. The book value of the facility approximates the value of two separate appraisals rendered on the facility. The increase in gains on sale of loans resulted from an increase in the volume of loan sales partially offset by a decrease in the average premium obtained in the 2002 period compared to the 2001 period. In the 2002 period, the Company had mortgage whole loan sales of $214.9 million at an average premium of 1.5% compared to mortgage whole loan sales of $155.1 million at an average premium of 1.9% in the 2001 period. The Company also signed a forward commitment with one of its warehouse lenders that states the lender will purchase the loans on the warehouse line for a 3.5% premium. At September 30, 2002, the Company recorded $1.2 million due to the accrual of gain on loan sale income. The increase in servicing income was due to an increase in the average yield on loans receivable outstanding as compared to the prior period. The reduction in interest income resulted from the reduction in the period of time between closing a loan and selling that loan to an investor. As a result, a loan earns interest for fewer days while on the warehouse line. Total expenses for the three months ended September 30, 2002 increased $9.5 million, or 58.3%, compared to the three months ended September 30, 2001. The increase in total expenses resulted primarily from a $7.1 million, or 156.6%, increase in business development costs; a $3.3 million, or 34.8%, increase in salaries, wages, and employee benefits; and a $0.6 million, or 10.9%, increase in interest expense, partially offset by a $0.5 million, or 718.3%, decrease in costs on real estate owned and defaulted loans; a $0.4 million, or 230.2%, decrease in provision for credit losses; and a $0.5 million, or 7.6%, decrease in other general and administrative costs. The increase in business development costs was a result of a change that took place in the prior year. During the 2001 period, the Company began to amortize its prepaid direct mail costs over twelve months instead of the previously used six months. This change in length of the amortization period in 2001 created a third quarter credit in business development costs for the 2001 period. The Company has been able to maintain an equivalent cash outflow for business development costs for 2002 as compared to 2001, despite the increase in number of loan officers requiring marketing leads. The increase in personnel costs resulted primarily from the ramping-up of the production centers in 2002. The number of loan officers increased from 251 at September 30, 2001 to 492 at September 30, 2002. At September 30, 2002, the Company had 1,158 employees compared to 712 employees at September 30, 2001. 27 The increase in interest expense was the result of additional borrowings associated with the increase in the Company's subordinated debt, which was partially offset by a decrease in interest costs related to the reduction of outstanding senior unsecured notes resulting from the Company's repurchase of notes throughout 2001. The decreases in costs on real estate owned and defaulted loans and provision for credit losses totalling $0.9 million for the quarter ended September 30, 2002 compared with the quarter ended September 30, 2001 were primarily a result of the Company's focused efforts to minimize the costs associated with maintaining and selling properties acquired in satisfaction of debt. The allowance for credit losses is analyzed on a quarterly basis for adequacy. Based on the level of loans held for investment and the lower loan delinquency rates, the allowance for credit losses was determined to be adequate as of September 30, 2002, and no additional provision was required. The decrease in costs on owned real estate and defaulted loans has been expected due to the Company's aggressive liquidation in 2002 of real estate acquired through foreclosure. The decrease in other general and administrative costs was a result of a $1.2 million, or 58.8%, decrease in loan origination costs, partially offset by a $0.5 million, or 359.2%, increase in office rent, and a $0.2 million, or 67.2%, increase in outside office services. The change in loan origination costs was due to the company gaining efficiencies related to appraisal costs and credit bureau expenses. The increase in office rent and outside office services was related to the 14 new production branches opened in 2002. The Company recorded current tax expense of $180,000 and $127,000 for the quarters ended September 30, 2002 and 2001, respectively, although the Company generated a pre-tax loss before extraordinary item for both periods. The current tax expense results from "excess inclusion income". Excess inclusion income is a result of the Company's securitizing loans in pools to third party investors using a REMIC structure. These transactions generate income for the Company that is included in the overall loss from operations. However, according to IRS regulations, a portion of that income is subject to federal tax in the current period regardless of other period losses or NOL carryovers otherwise available to offset regular taxable income. The excess inclusion income approximates the net interest the Company receives on the loans in the pools after the bondholders are paid their share of the interest less the sum of the daily accruals, an amount allowed for tax purposes as a reasonable economic return on the retained ownership interest. The extraordinary gain on the extinguishment of debt (discussed below) is net of $0 tax since the gain was offset against prior NOLs and did not result in any incremental increase in current income tax expense. Securitizations since 2000 were structured utilizing alternative structures that do not generate excess inclusion income. FINANCIAL CONDITION Net loans receivable increased to $59.3 million at September 30, 2002 from $44.7 million at December 31, 2001. The increase in net loans receivable resulted primarily from an increase in loans retained for investment purposes of $5.4 million as of September 30, 2002 and increased production during the first nine months of 2002 compared to the fourth quarter of 2001. Average monthly loan production in 2002 to date was $78.1 million compared to average monthly loan production of $68.6 million during the fourth quarter of 2001. Other receivables increased to $20.2 million at September 30, 2002 compared to $9.6 million at December 31, 2001. During 2002, HGFN entered into a $15 million revolving credit agreement with FlexCheck, a cash advance company, whereby HGFN is the creditor and FlexCheck is the borrower. The note bears interest at a rate of 3% plus the weighted average interest rate paid by CII on its outstanding debentures and floating rate notes, is collateralized by the assets of FlexCheck, and terminates on June 30, 2006. At September 30, 2002, HGFN had a $7.5 million receivable under this agreement. The net residual receivables were $49.1 million at September 30, 2002, compared to $49.3 million at December 31, 2001. The small decrease resulted primarily from the mark-to-market adjustments of the residual assets. The primary sources for funding the Company's receivables are borrowings issued under various credit arrangements (including the warehouse lines of credit, CII notes payable to investors and subordinated debentures) and the sale or securitization of loans. At September 30, 2002, the Company had $37.3 million outstanding under revolving warehouse lines of credit and other obligations to banks, compared to $25.6 million at December 31, 2001. At September 30, 2002, the Company had $266.8 million of CII notes payable to investors and subordinated debentures outstanding, compared with $231.1 million at December 31, 2001. 28 The aggregate principal amount of outstanding Senior Notes was $6.3 million at September 30, 2002 and December 31, 2001. The Company may, from time to time, purchase more of its Senior Notes depending on the Company's cash availability, market conditions, and other factors. The total shareholders' deficit at September 30, 2002 was $113.3 million, compared to $84.1 million at December 31, 2001. This increase is attributable to the net loss of $29.0 million for the nine months ended September 30, 2002. GOING CONCERN The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. Going concern, a defined term in professional accounting standards, is a basic underlying assumption for most accounting methods (in particular, accrual based financial statements such as these) and indicates the Company will fulfill its operational objectives and commitments. HGFN has sustained substantial operating losses in recent years (including a $53.1 million loss from operations in 2001) and had a shareholders' deficit of $84.1 million at December 31, 2001. At September 30, 2002, the shareholders' deficit was $113.3 million. The Company incurred a $29.0 million net loss during the nine months ended September 30, 2002. The Company's losses began in 1998 when the subprime lending industry suffered a significant downturn. This was primarily due to global shifts in the capital markets which reduced by over 80% the margin available on the resale of loans in the secondary markets. More than 60% of the Company's stand-alone, publicly-traded competitors were forced out of business. These losses continued through 1999. In May 2000, HomeSense merged into a subsidiary of HGFN and, under new management, HGFN rededicated itself to making the subprime lending operation profitable. The Company's losses are being financed primarily by increases in notes payable to investors and subordinated debentures of the Company's wholly-owned subsidiary, Carolina Investors, Inc. ("CII"). Although the losses have continued into 2002, the new management team of HGFN has taken steps to reverse these negative trends by implementing operating changes which include, but are not limited to, the following: o Opening 14 additional production facilities during 2002; o Strengthening the depth of experienced production center managers; o Increasing the number of loan officers from 236 at December 31, 2001, to 492 at September 30, 2002; o Continuing to increase a "conforming loan" product that was initiated in early 2001 to utilize higher credit quality leads which were previously wasted; o Re-entering the wholesale production market in 2002 ; o Overhauling the marketing plan to produce lower cost, higher efficiency leads and to utilize recycled leads as a major component of the overall marketing efforts; o Reducing the costs of originating loans by requiring payment for appraisals at the time the appraisal is performed and by negotiating reduced prices for credit bureau reports; o Modifying incentive compensation plans for production associates to focus efforts on more profitable production; o Reducing non-core operating and general overhead. The recurring operating losses and deficit equity of HGFN, despite the existence of the foregoing measures, raise substantial doubt about the Company's ability to continue as a going concern. Management of the Company believes the actions discussed above will provide the opportunity for the Company to continue as a going concern; however, there can be no assurance the Company will be able to continue as a going concern. ALLOWANCE FOR CREDIT LOSSES AND CREDIT LOSS EXPERIENCE The Company is exposed to the risk of loan delinquencies and defaults with respect to loans retained in its portfolio. With respect to loans to be sold on a non-recourse basis, the Company is at risk for loan delinquencies and defaults on such loans while they are held by the Company pending such sale and, in certain cases, where the terms of sale include a warranty against first payment defaults. To provide for credit losses, the Company charges against current earnings an amount necessary to maintain the allowance for credit losses at levels expected to cover inherent losses in loans receivable. The percentage of total serviced mortgage loans past due 30 days or more decreased to 6.6% at September 30, 2002 compared to 10.2% at December 31, 2001. Although management considers the allowance appropriate and adequate to cover inherent losses in the loan portfolio, management's judgment is based upon a number of assumptions about future events, which are believed to be reasonable, but which may or may not occur. Thus, there can be no assurance that charge-offs in future periods will not exceed the allowance for credit losses or that additional increases in the allowance for possible credit losses will not be required. 29 Management closely monitors delinquencies to measure the quality of its loan portfolio and securitized loans and the potential for credit losses. Accrual of interest is discontinued and reversed when a loan is either over 150 days past due, or the loan is over 90 days past due and the loan-to-value ratio is greater than 90%, or when foreclosure proceedings begin. Collection efforts on charged-off loans continue until the obligation is satisfied or until it is determined that such obligation is not collectible or the cost of continued collection efforts would exceed the potential recovery. Recoveries of previously charged-off loans are credited to the allowance for credit losses. The Company's allowance for loan loss as a percentage of gross loans was 7.4% at September 30, 2002 and 11.3% at December 31, 2001. The Company considers its allowance for credit losses at September 30, 2002 to be adequate in view of the Company's ability to sell a significant portion of its loans, improving loss experience, and the secured nature of most of the Company's outstanding loans. LIQUIDITY AND CAPITAL RESOURCES The Company's business requires continued access to short and long-term sources of debt financing and equity capital. Primarily as a result of selling fewer loans than were originated and as a result of its operating losses, the Company experienced negative cash flows from operating activities of $104.0 million and $113.4 million, for the nine months ended September 30, 2002 and 2001, respectively. At September 30, 2002, the Company had a shareholders' deficit of $113.3 million. Although the Company's goal is to achieve a positive cash flow each quarter, no assurance can be given that this objective will be attained due to the higher level of cash required to fund loans purchased and originated and costs of operating the newly opened production centers until production levels support operating costs for the centers. Currently, the Company's primary operating cash uses include the funding of (i) loan originations and purchases pending their securitization or sale, (ii) interest expense on CII investor savings notes, senior unsecured debt and its revolving warehouse credit and purchase facilities ("Credit Facilities"), (iii) fees, expenses, overcollateralization, servicer advances and tax payments incurred in connection with the securitization program and (iv) ongoing administrative and other operating expenses. The Company's primary operating sources of cash are (i) cash gains from whole-loan mortgage loan sales, (ii) cash payments of contractual and ancillary servicing revenues received by the Company in its capacity as servicer for securitized loans, (iii) interest income on loans receivable and certain cash balances, (iv) fee income received in connection with its retail mortgage loan originations, (v) excess cash flow received in each period with respect to residual receivables, (vi) cash borrowed under its credit facilities, and (vii) proceeds from CII notes and debentures. The Company overcollateralizes loans as a credit enhancement on the mortgage loan securitization transactions. This requirement creates negative cash flows in the year of securitization. The Company decided to securitize seasoned first and second mortgages in 2001, and conducted whole loan sales for the majority of the mortgages produced during 2001. Currently the Company plans to conduct whole loan sales throughout 2002. This strategy is designed to maximize liquidity and profitability. Cash flow is also enhanced by the generation of loan fees in its retail mortgage loan operation. On August 28, 2002, the Company entered into an agreement with Impac whereby Impac has agreed to purchase an aggregate of $200 million of mortgage loans at a predetermined premium of 3.5% on September 30, 2002, October 30, 2002, November 28, 2002, and December 20, 2002. Cash and cash equivalents were $8.2 million at September 30, 2002 and $26.4 million at December 31, 2001. Cash used in operating activities was $104.0 million for the nine months ended September 30, 2002, compared to cash used in operating activities of $113.4 million for the nine months ended September 30, 2001. Cash provided by investing activities was $38.5 million and $87.6 million for the nine months ended September 30, 2002 and 2001, respectively. Cash provided by financing activities was $47.3 million for the nine months ended September 30, 2002, compared to $46.3 million for the nine months ended September 30, 2001. The decrease in cash used in operations for the nine months ended September 30, 2002 compared to the nine months ended September 30, 2001 was due principally to a higher percentage of loans sold in 2002 and increased efficiencies in operations. The reduction in cash provided by investing activities was primarily from additional loans retained for investment purposes in 2002 and lower principal collections on loans not sold. The decrease in cash provided by financing activities was due principally to the increase in advances on warehouse lines of credit net of repayments. The Company's subsidiary, HGI, had a $15 million revolving warehouse line of credit with Household Commercial Financial Services ("Household") as of March 31, 2002. That facility currently bears interest at the prime rate plus 30 ..25%, requires a $1.5 million collateral deposit, and is due on demand. The Company and all of its subsidiaries (other than special purpose subsidiaries) are guarantors under the agreement. The Company's subsidiary, CII, secured its guaranty of the Household facility with a mortgage on the former Company headquarters located at 3901 Pelham Road in Greenville, S.C. During 2000 and 2001, amendments and forbearance agreements were executed whereby Household agreed to forebear from exercising its rights on account of existing events of default related to financial covenants. The Company remains in default with respect to the same financial covenants. In May of 2002, Household gave notice of termination of its forbearance effective August 31, 2002. Subsequent to notifying the Company of the termination of the forbearance, Household reduced the discretionary availability under the facility to $10 million. Prior to execution of a Forbearance Expiry agreement by either Household or the Company, Household withdrew its notice of termination of the forbearance leaving the discretionary availability under the facility at $10 million as of September 30, 2002. An oral agreement increased availability under the facility to $25 million in October, 2002. The outstanding balance under the Household line of credit was $4.7 million at September 30, 2002. At September 30, 2002, the Company's subsidiary, HGI, had a $15 million revolving warehouse line of credit with The Provident Bank ("Provident") orally increased to $20 million. Whether to make advances under the line was at Provident's sole discretion. Interest on the line varied on a loan by loan basis and ranged from the LIBOR rate plus 1.5% to the LIBOR rate plus 3.5%, depending on the grade and age of the mortgage funded. The agreement allowed for a rate reduction from the base rates if certain monthly funded volume targets were met. The agreement required a $3.1 million collateral deposit. Provident held a first mortgage on the Company's headquarters at 113 Reed Avenue in Lexington, South Carolina. The outstanding balance under the Provident line of credit was $1.8 million at September 30, 2002. The line of credit was paid in full and terminated in October, 2002. HGI has a $25 million warehouse line of credit with Impac Mortgage Acceptance Corp. ("Impac"), verbally increased to $45 million as of September 30, 2002. The facility bears interest at the prime rate plus 1.75%, requires a collateral deposit of $2.5 million, and may be terminated by Impac without notice. Advance rates on fundings range from 96% to 100% of the principal amount, depending on the type and source of the mortgage. The outstanding balance under the Impac line of credit was $30.7 million at September 30, 2002. The Company and its subsidiary, CII, have guaranteed the obligations of HGI under the Impac credit agreement. Impac has notified the Company that the line will decrease to $40 million on November 30, 2002, $35 million on December 31, 2002, $30 million on January 31, 2003, $15 million on February 28, 2003, and the line will terminate on March 31, 2003. All of the Company's warehouse lines charge custodial fees, processing fees, and other miscellaneous fees on an individual loan basis ranging from $20 to $285. These charges are included in interest expense on the Company's statement of operations. All of the Company's warehouse lines contain provisions whereby the lender can terminate their agreement without cause with certain notice requirements. The Company's management believes the warehouse relationships will remain in place until maturity; however, there is no assurance that one or more of the lenders will not terminate their agreements prior to maturity, or that additional lines will be negotiated when existing lines terminate. Either occurrence would adversely affect the Company's ability to originate loans. During 1997, the Company sold $125.0 million in aggregate principal amount of 10 3/4% Senior Notes due 2004. The Senior Notes due 2004 constitute unsecured indebtedness of the Company. The Senior Notes due 2004 are redeemable at the option of the Company, in whole or in part, on or after September 15, 2001, at predetermined redemption prices plus accrued and unpaid interest to the date of redemption. The Senior Notes due 2004 are fully and unconditionally guaranteed (the "Subsidiary Guarantees") jointly and severally on an unsecured basis (each, a "Guarantee") by certain of the Company's subsidiaries (the "Subsidiary Guarantors"). With the exception of the Guarantee by CII, the Subsidiary Guarantees rank on par with the right of payment with all existing and future unsubordinated indebtedness of the Subsidiary Guarantors and senior in right of payment to all existing and future subordinated indebtedness of such Guarantors. The Guarantee by CII is equal in priority to CII's notes payable to investors and is senior to CII's subordinated debentures. The Company purchased $5.0 million in aggregate principal amount of the Senior Notes in 2001. At September 30, 2002 and December 31, 2001, $6.3 million in aggregate principal amount of Senior Notes were outstanding. The Company's repurchase of Senior Notes in 2001 was accomplished through a tender offer and a solicitation of consents of holders of the Senior Notes to the elimination of most of the restrictive covenants, certain events of default and related definitions from the Senior Notes Indenture. The Company received sufficient consents to amend the original Indenture, consequently, as of November 2001, most of the restrictive covenants in the original Indenture no longer exist. CII engages in the sale of CII Notes to investors. The CII Notes are comprised of senior notes and subordinated debentures bearing fixed rates of interest which are sold by CII only to South Carolina residents. The offering of the CII Notes is registered under South Carolina securities law and is believed to be exempt from Federal registration under the Federal intrastate exemption. CII believes it conducts its operations so as to qualify for the safe harbor provisions of Rule 147 promulgated pursuant to the Securities Exchange Act of 1933, as amended (the "Securities Act"). At September 30, 2002 and December 31, 2001, CII had an aggregate of $225.6 million and $201.0 million of investor 31 notes outstanding, respectively, and an aggregate of $41.1 million and $30.1 million, respectively, of subordinated debentures outstanding. The investor notes and subordinated debentures are subordinate in priority to the warehouse lines. Maturities of the CII notes and debentures generally range from one to two years. The Company's primary objective is to return to profitability; however, monthly operating losses will continue into 2003. The Company continually evaluates the need to establish other sources of capital and will pursue those it considers appropriate based upon its needs and market conditions. The Company currently does not anticipate incurring further significant capital expenditures during the remainder of 2002. LOAN SALES AND SECURITIZATIONS The Company sells or securitizes substantially all of its loans. The Company sells its production on a whole loan basis (servicing released), principally to secure the additional cash flow associated with the premiums paid in connection with such sales and to eliminate the credit risk associated with the mortgage loans. However, no assurance can be given that the mortgage loans can be sold. To the extent that the loans are not sold, the Company retains the risk of loss. For the nine months ended September 30, 2002 and 2001, the Company sold $549.8 million and $441.5 million of mortgage loans, respectively. On August 28, 2002, the Company entered into an agreement with Impac whereby Impac has agreed to purchase an aggregate of $200 million of mortgage loans at a predetermined premium of 3.5% on September 30, 2002, October 30, 2002, November 28, 2002, and December 20, 2002. No loans were securitized in the first nine months of 2002. The Company completed a servicing released securitization in the second quarter of 2001 for $9.9 million. This transaction resulted in a $3.5 million residual certificate. The Company has utilized securitizations in previous years principally to provide a lower cost of funds and reduce interest rate risk, while building servicing revenues by increasing the serviced portfolio. In connection with its securitizations, the Company has retained interest-only residual certificates representing residual interests in the trusts created by the securitization transactions. These subordinate residual securities totaled $49.1 million and $49.3 million, net of allowances, at September 30, 2002 and December 31, 2001, respectively. In a mortgage loan securitization, the Company sells mortgage loans it purchased or originated to a trust for cash. The trust sells asset-backed bonds secured by the loans to investors. The Company records certain assets and income based upon the difference between all principal and interest received from the loans sold and the following factors (i) all principal and interest required to be passed through to the asset-backed bond investors, (ii) all excess contractual servicing fees, (iii) other recurring fees and (iv) an estimate of losses on the loans (collectively, the "Excess Cash Flow"). At the time of the securitization, the Company estimates these amounts based upon a declining principal balance of the underlying loans, adjusted by estimated prepayment and loss rates, and capitalizes these amounts using a discount rate that market participants would use for similar financial instruments. These capitalized assets are recorded as residual receivables. The Company believes the assumptions it has used in past securitizations, adjusted to current market conditions, are appropriate and reasonable. The Company generally retains the right to service the loans it securitizes. Fees for servicing loans are based on a stipulated percentage (generally 0.50% per annum) of the unpaid principal balance of the associated loans. On its mortgage loan securitizations, the Company has recognized a servicing asset in addition to its gain on sale of loans. The servicing asset is calculated as the present value of the expected future net servicing income in excess of adequate compensation for a substitute servicer, based on common industry assumptions and the Company's historical experience. These factors include default and prepayment speeds. The Company generally expects to begin receiving excess cash flow on its mortgage loan securitizations approximately 16 months from the date of securitization, although this time period may be shorter or longer depending upon the securitization structure and performance of the loans securitized. Prior to such time, the monoline insurer requires a reserve provision to be created within the securitization trust which uses Excess Cash Flow to retire the securitization bond debt until the spread between the outstanding principal balance of the loans in the securitization trust and the securitization bond debt equals a specified percentage (depending on the structure of the securitization) of the initial securitization principal balance (the "overcollateralization limit"). Once this overcollateralization limit is met, excess cash flows are distributed to the Company. The Company begins to receive regular monthly servicing fees in the month following securitization. The gains recognized into income resulting from securitization transactions vary depending on the assumptions used, the specific characteristics of the underlying loan pools, and the structure of the transaction. The Company believes the assumptions it has used are appropriate and reasonable. 32 The Company assesses the carrying value of its residual receivables and servicing assets for impairment. There can be no assurance that the Company's estimates used to determine the gain on sale of loans, residual receivables, and servicing assets valuations will remain appropriate for the life of each securitization. If actual loan prepayments or defaults exceed the Company's estimates, the carrying value of the Company's residual receivables and/or servicing assets may be decreased through a charge against earnings in the period management recognizes the disparity. Conversely, if actual loan prepayments or defaults are better than the Company's estimates, the carrying value of the Company's residual receivables and/or servicing assets may be increased, with additional earnings recognized in the period management recognizes the disparity. During 2001, the Company increased the valuation reserve $7.1 million for anticipated future losses related to its securitized pools. Management has concluded that no valuation adjustments have been necessary since December 31, 2001. ACCOUNTING CONSIDERATIONS Refer to Note 1 to the Consolidated Financial Statements included herein for a discussion of accounting considerations. TAX CONSIDERATIONS As a result of operating losses incurred by the Company, the Company has net operating losses ("NOL") that can be used to offset future earnings. Federal tax laws provide that net operating loss carryforwards are restricted or eliminated upon certain changes of control. Applicable federal tax laws provide that a 50% "change of control," which is calculated over a rolling three-year period, would cause the loss of substantially all of the NOL. The Company believes its maximum cumulative change of control during the relevant three-year period was less than 50%. At September 30, 2002 the Company's deferred tax asset of $143.8 million was fully reserved. Although the Company expects to utilize its operating loss carryforwards, a valuation allowance was established in accordance with SFAS No. 109. The recognition of a net deferred tax asset is dependent upon a "more likely than not" expectation of the realization of the deferred tax asset based on analysis of available evidence. Management has concluded that a valuation allowance is required to sufficiently reduce the deferred tax asset based upon their analysis. The analysis is performed on a quarterly basis using the "more likely than not" criteria to determine the amount, if any, of the deferred tax asset to be realized. Total net operating losses do not begin to expire until 2006 and beyond. HEDGING ACTIVITIES The Company's profitability may be directly affected by fluctuations in interest rates. While the Company monitors interest rates, it may, from time to time, employ a strategy designed to hedge some of the risks associated with changes in interest rates, however, no assurance can be given that the Company's results of operations and financial condition will not be adversely affected during periods of fluctuations in interest rates. Since the interest rates on the Company's warehouse lines of credit used to fund and acquire loans are variable and the rates charged on loans the Company originates are fixed, increases in the interest rates after loans are originated and prior to their sale could have a material adverse effect on the Company's results of operations and financial condition. The ultimate sale of the Company's loans generally will fix the spread between the interest rates paid by borrowers and the interest rates paid to investors in securitization transactions with respect to such loans, although increases in interest rates may narrow the potential spread that existed at the time the loans were originated by the Company. Without hedging these loans, increases in interest rates prior to sale of the loans may reduce the gain on sale or securitization of loans earned by the Company. There were no significant hedging positions as of September 30, 2002. IMPACT OF INFLATION Inflation affects the Company most significantly in the area of loan originations and can have a substantial effect on interest rates. Interest rates normally increase during periods of high inflation and decrease during periods of low inflation. Profitability may be directly affected by the level and fluctuation in interest rates that affect the Company's ability to earn a spread between interest received on its loans and the costs of its borrowings. The profitability of the Company is likely to be adversely affected during any 33 period of unexpected or rapid changes in interest rates. A substantial and sustained increase in interest rates could adversely affect the ability of the Company to originate and purchase loans and affect the mix of first and second-lien mortgage loan products. Generally, first-lien mortgage production increases relative to second-lien mortgage production in response to low interest rates and second-lien mortgage production increases relative to first-lien mortgage production during periods of high interest rates. A significant decline in interest rates could decrease the size of the Company's loan servicing portfolio by increasing the level of loan prepayments. Additionally, to the extent servicing rights and residual receivables have been capitalized on the books of the Company, higher than anticipated rates of loan prepayments or losses could require the Company to write down the value of such servicing rights and residual receivables, adversely impacting earnings. Fluctuating interest rates may also affect the net interest income earned by the Company resulting from the difference between the yield to the Company on loans held pending sales and the interest paid by the Company for funds borrowed under the Company's warehouse lines of credit. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Market risk reflects the risk of economic loss resulting from adverse changes in market price and interest rates. This risk of loss can be reflected in diminished current market values and/or reduced potential net interest income in future periods. The Company's market risk arises primarily from interest rate risk inherent in its lending, its holding of residual receivables and its investor savings activities. The structure of the Company's loan and investor savings portfolios is such that a significant rise or decline in interest rates may adversely impact net market values and net interest income. The Company does not maintain a trading account nor is the Company subject to currency exchange risk or commodity price risk. Responsibility for monitoring interest rate risk rests with senior management. Senior management regularly reviews the Company's interest rate risk position and adopts balance sheet strategies that are intended to optimize operating earnings while maintaining market risk within acceptable guidelines. Management has elected to use "Gap Position" to monitor the timing differences between interest earning assets and interest bearing liabilities. This approach is a static representation of the Company's balance sheet items that are most likely to be affected by a change in interest rates. Management believes the "Gap Position" analysis provides a detailed breakdown of the Company's interest rate risk. The "Gap Position" also adds a time dimension to the balance sheet items that are sensitive to interest rate changes. While the Company monitors interest rates and may, from time to time, employ a strategy designed to hedge some of the risks associated with changes in interest rates, no assurance can be given that the Company's results of operations and financial condition will not be adversely affected during periods of fluctuations in interest rates. There were no significant open hedging positions at September 30, 2002. As of September 30, 2002, there have been no material changes from the market risk sensitivity analysis in the Company's Annual Report on Form 10-K for the year ended December 31, 2001. The disclosures related to the market risk of HGFN should be read in conjunction with HGFN's audited consolidated financial statements, related notes and management's discussion and analysis of financial condition and results of operations included in HGFN's Annual Report on Form 10-K for the year ended December 31, 2001. 34 ITEM 4. CONTROLS AND PROCEDURES An evaluation was performed within the last ninety days under the supervision and with the participation of the Company's management, including the Chief Executive Officer ("CEO") and the Chief Financial Officer ("CFO"), of the effectiveness of the design and operation of the Company's disclosure controls and procedures and its internal controls and procedures for financial reporting. Based on that evaluation, the Company's management, including the CEO and CFO, concluded that the Company's disclosure controls and procedures were effective as of September 30, 2002. Also as a result of that evaluation, the CEO and CFO made improvements to the Company's internal controls during the quarter ended September 30, 2002. The Company's goal is to monitor disclosure controls and internal controls and to make modifications as necessary so that these controls are dynamic systems that change as conditions warrant. 35 PART II. OTHER INFORMATION Item 1. Legal Proceedings From time to time, the Company is involved in litigation in the ordinary course of its business. As a result of legal defenses and insurance arrangements, the Company does not believe that any such litigation, if decided unfavorably to the Company, would have a material adverse effect on its business or assets, with the exception of the litigation noted below. On August 20, 1999, Janice Tomlin, Isaiah Tomlin, and Constance Wiggins filed a purported class action lawsuit ("Tomlin action") in New Hanover County, North Carolina Superior Court. That suit has been transferred to North Carolina Business Court. The suit was filed against the Company's subsidiary, HomeGold, Inc., and others alleging a variety of statutory and common law claims arising out of mortgage loans they obtained through Chase Mortgage Brokers ("Chase"). On February 22, 2000, Michael and Kimberly Chasten filed a similar action in Duplin County, North Carolina Superior Court. On April 13, 2000 Reginald Troy filed a similar action in New Hanover County, North Carolina Superior Court. The plaintiffs in all of these cases are seeking unspecified monetary damages which fall into three basic categories: (1) refund of all fees charged by Chase in connection with the mortgage loans; (2) forfeiture of all profits realized from the sale of the mortgage loans in the secondary market; and (3) refund of two times the past interest paid on the mortgage loans, and forfeiture of future interest. The complaints in all of these cases allege participation by HGI in an arrangement with Chase under which Chase allegedly failed to make necessary disclosures to the borrowers, and charged excessive and duplicative fees to the borrowers, and under which Chase allegedly received undisclosed premiums. On February 1, 2002, the Court granted to the plaintiffs in the Tomlin action their motion for class certification. HGI intends to vigorously contest these cases. Because these matters are in their early stages, it is not possible to evaluate the likelihood of an unfavorable outcome or estimate the amount of potential loss. Management believes that if any of these causes of action is determined adversely, the effect on the financial condition of the Company could be materially adverse. Equicredit Corporation of America, a co-defendant in the Tomlin action which purchased loans from HGI having an aggregate balance of $31.7 million, has demanded that HGI repurchase these loans pursuant to the loan purchase agreement. Until the issues in the litigation are resolved, the Company believes that the repurchase demand is premature. On September 6, 2002 Equicredit also filed a lawsuit against HGI in the General Court of Justice, Superior Court Division in Mecklenburg County, North Carolina. This is an action for indemnification wherein Equicredit is seeking reimbursement from HGI for any liability that may be found against it in the Tomlin action. Equicredit seeks reimbursement from HGI for any judgement and/or costs to defend in excess of $10,000. As this action is contingent upon the outcome of the Tomlin action, it is premature and not possible to estimate the outcome or effect it will have on the Company. The Company intends to vigorously defend its position in this matter. On July 5, 2002 George and Tammy Vogt served a purported class action against the Company's subsidiary, HomeGold, Inc. and Interbay Funding, LLC in the Circuit Court for the Third Judicial Circuit, Madison County, Illinois. The complaint alleges a violation of Illinois law prohibiting a charge of more than three points in connection with refinancing mortgage loans with an annual percentage rate of eight percent or higher. The suit has been removed to the United States District Court for the Southeastern District of Illinois. The Company has filed a motion to dismiss which is pending at this time. A class certification hearing has not yet been held. The Company intends to vigorously contest this action. Because this case is in its early stages, it is not possible to evaluate the likelihood of an adverse outcome or amount of the potential loss. Item 3. Defaults Upon Senior Securities See Note 7 to the consolidated financial statements of the Company which is incorporated herein by reference. 36 Item 5. Other Information On August 26, 2002, David C. Gaffney, Executive Vice President and General Counsel, resigned. On August 29, 2002, Kevin G. Martin, Executive Vice President and Chief Financial Officer, resigned. Karen A. Miller has been appointed Chief Financial Officer. On November 19, 2002, Ronald J. Sheppard, previously the Company's Chairman and Chief Executive Officer, and Paul Banninger, previously a director of the Company and the Chief Executive Officer of the Company's wholly-owned subsidiary HomeGold, Inc., resigned from all directorships and offices that they hold with the Company and all of its subsidiaries. The remaining directors appointed Forrest E. Ferrell, the Company's President and Chief Operating Officer, and Karen A. Miller, the Company's Executive Vice President, Chief Financial Officer, Secretary and Treasurer, as directors of the Company. The Board also appointed Mr. Ferrell as Chairman and Chief Executive Officer of the Company. Item 6. Exhibits and Reports on Form 8-K a) Exhibits 10.11.5 Purchase Price and Terms Agreement between Impac Mortgage Acceptance Corp. and HomeGold, Inc. dated August 28, 2002 99.1 Certificate of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 99.2 Certificate of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 b) Reports on Form 8-K ------------------- A report on Form 8-K was filed on October 15, 2002 which reported that upon recommendation by the Audit Committee, on October 11, 2002, the Board of Directors of HomeGold Financial, Inc. replaced Elliott Davis, LLC who declined to stand as auditors for 2002 and engaged Moore Kirkland & Beauston LLP to serve as the Company's auditors for the year ending December 31, 2002. 37 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. HOMEGOLD FINANCIAL, INC. Date: November 19, 2002 By: \s\ Forrest E. Ferrell ------------------------------- Forrest E. Ferrell Chief Executive Officer and Chairman Date: November 19, 2002 By: \s\ Karen A. Miller -------------------------------- Karen A. Miller Executive Vice President Chief Financial Officer Treasurer 38 CERTIFICATIONS I, Forrest E. Ferrell, certify that: 1. I have reviewed this quarterly report on Form 10-Q of HomeGold Financial, Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) Evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) Presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: November 19, 2002 /s/ Forrest E. Ferrell ----------------------------------- Chief Executive Officer and Chairman 39 CERTIFICATIONS I, Karen Miller, certify that: 1. I have reviewed this quarterly report on Form 10-Q of HomeGold Financial, Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) Evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) Presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: November 19, 2002 /s/ Karen A. Miller ----------------------------------- Chief Financial Officer 40 EX-10 3 impacexhibit.txt MATERIAL CONTRACT As of August 28, 2002 [Home Gold, Inc.] Attention: Brent King Re: Purchase Price and Terms Agreement Gentlemen: IMPAC Mortgage Acceptance Corporation (the "Purchaser") hereby confirms its agreement to purchase and [Home Gold, Inc.] (the "Seller") hereby confirms its agreement to sell, on a mandatory delivery basis, four pools (each, a "Pool") of fixed-rate and adjustable-rate, residential mortgage loans described herein secured by first and second lien mortgages, deeds of trust or other similar security instruments (the "Mortgage Loans") on a servicing released basis, on the terms and conditions set forth below. In addition to this Purchase Price and Terms Agreement, the Mortgage Loan Purchase and Warranties Agreement, dated as of August 28, 2002 (the "Purchase Agreement"), between the Purchaser and the Seller, and the Interim Servicing Agreement, dated as of August 28, 2002 (the "Interim Servicing Agreement"), between the Purchaser and the Seller, as interim servicer, each in form and substance satisfactory to the Purchaser, shall set forth the terms and provisions with respect to the Mortgage Loans and the sale and servicing thereof. Each Pool will be conveyed by the Seller to the Purchaser pursuant to an Assignment and Conveyance (each, an "Assignment and Conveyance"), executed by the Seller. Ownership of the Mortgage Loans shall be evidenced by delivery of the Mortgage Loans as whole loans pursuant to the Purchase Agreement and the Interim Servicing Agreement. 1. Term of this Commitment ----------------------- The first Pool of Mortgage Loans (the "First Closing Mortgage Loans") shall be purchased by the Purchaser and sold by the Seller, subject to the terms hereof, on September 30, 2002 or such date as shall be mutually agreed upon by the parties hereto (the "First Closing Date"). The second Pool of Mortgage Loans (the "Second Closing Mortgage Loans") shall be purchased by the Purchaser and sold by the Seller, subject to the terms hereof, on October 30, 2002 or such date as shall be mutually agreed upon by the parties hereto (the "Second Closing Date"). The third Pool of Mortgage Loans (the "Third Closing Mortgage Loans") shall be purchased by the Purchaser and sold by the Seller, subject to the terms hereof, on November 28, 2002 or such date as shall be mutually agreed upon by the parties hereto (the "Third Closing Date"). The fourth Pool of Mortgage Loans (the "Fourth Closing Mortgage Loans") shall be purchased by the Purchaser and sold by the Seller, subject to the terms hereof, on December 20, 2002 or such date as shall be mutually agreed upon by the parties hereto (the "Fourth Closing Date" and together with the First Closing Date, the Second Closing Date and the Third Closing Date, the "Closing Dates"). The obligation of the Purchaser to purchase the Mortgage Loans from the Seller on any Closing Date is expressly contingent upon the satisfactory due diligence review by the Purchaser to confirm that the Mortgage Loans conform to the terms of this Purchase Price and Terms Agreement and conform materially to the Underwriting Guidelines (as defined below). 2. Aggregate Amount of Mortgage Loans ---------------------------------- The aggregate outstanding principal balance of the Mortgage Loans purchased on the Closing Dates shall be approximately $200,000,000 (approximately $50,000,000 on each Closing Date). Any Mortgage Loans that have prepaid in full prior to the related Closing Date shall be excluded from the aggregate outstanding principal balance of the Mortgage Loans in the related Pool (the "Cut-off Date Balance") as of the first day in the month in which the related Closing Date occurs (each, a "Cut-off Date") and shall not be purchased by the Purchaser. Each Closing Date shall consist of approximately $20 million of conventional conforming FNMA eligible Mortgage Loans, and approximately $30 million of subprime Mortgage Loans. The Purchaser will be under no obligation to purchase any Mortgage Loans for which a complete Mortgage Loan File or Credit Information (as defined below) is not made available for review and delivery to the Purchaser in accordance with the Purchase Agreement. 3. Purchase Price -------------- The purchase price for each Pool of Mortgage Loans (including the servicing rights related thereto) (the "Purchase Price") sold to the Purchaser on a Closing Date shall be equal to the (i) product of (x) the related Purchase Price Percentage (as defined below) and (y) the related Cut-off Date Balance, plus (ii) accrued and unpaid interest at the Weighted Average Mortgage Interest Rate (as defined below) (net of the Servicing Fee) for the related Mortgage Loans from the related Cut-off Date through the day prior to the related Closing Date, inclusive. The "Purchase Price Percentage" with respect to each of the subprime Mortgage Loans shall be equal to 103.50%, subject to adjustment based on the final pool characteristics and as described below. The "Mortgage Interest Rate" with respect to any Mortgage Loan is the interest rate borne by such Mortgage Loan as of the related Cut-off Date. Notwithstanding the foregoing, (i) the Purchase Price Percentage for any Pool shall be adjusted by increasing the Purchase Price Percentage by 1.25 basis points (0.0125%) for every basis point (0.01%) by which 2 the weighted average Mortgage Interest Rate of the subprime Mortgage Loans in such Pool based on the outstanding principal balance of the subprime Mortgage Loans in such Pool as of the related Cut-off Date (the "Weighted Average Mortgage Interest Rate") exceeds the Base Rate for such Pool, (ii) the Purchase Price Percentage for any Pool shall be adjusted by decreasing the Purchase Price Percentage by 1.50 basis points (0.0150%) for every basis point (0.01%) by which the Weighted Average Mortgage Interest Rate of the subprime Mortgage Loans in such Pool falls below the Base Rate for such Pool, and (iii) the Purchase Price Percentage for any Pool shall be adjusted by decreasing the Purchase Price Percentage by 1 basis point (1%) for every 1 basis point (1%) by which the weighted average loan-to-value ("LTV") of the subprime Mortgage Loans in such Pool as of the related Cut-off Date (the "Weighted Average LTV") exceeds 80% LTV for such Pool . If, as a result of the application of this paragraph, the Purchase Price Percentage for any Pool is required to be adjusted by more than 1 basis point (1%), the Purchase Price with respect to such Pool determined in accordance with this Section 3 shall not be applicable and shall be subject to the parties mutual agreement. The "Base Rate" with respect to any Pool of subprime Mortgage Loans is a per annum rate equal to 9.250%. In addition, in the event that the Purchaser's review of the subprime Mortgage Loans pursuant to Section 8 hereof results in the Purchaser rejecting certain of the subprime Mortgage Loans from the transaction contemplated herein such that the characteristics of the subprime Mortgage Loans to be purchased on the related Closing Date are, in the aggregate, materially different from the characteristics set forth on Exhibit A hereto, the Purchase Price with respect to such subprime Mortgage Loans shall be subject to the parties mutual agreement. The "Purchase Price Percentage" with respect to each of the conventional conforming FNMA eligible Mortgage Loans shall be equal to Purchaser's FNMA 30 day commitment less 8-32nds. 4. The Mortgage Loans ------------------ Subject to any changes in the composition of the Mortgage Loans which may be agreed to by the Seller and the Purchaser, as of each Closing Date, the Mortgage Loans will have the characteristics as set forth on Exhibit A, attached hereto; provided that the Purchaser shall have the right to remove from the mortgage loan schedule delivered on the related Closing Date (the "Mortgage Loan Schedule") and from the terms of this Purchase Price and Terms Agreement any Mortgage Loan with respect to which the Seller has received a request for a pay-off letter or other notice of potential prepayment in full on or prior to any Closing Date. In the event that (i) any Mortgage Loan purchased by the Purchaser prepays in full on or prior to the related Closing Date or (ii) any Mortgage Loan prepays in full during the 60-day period of time immediately following the related Closing Date, the Seller shall promptly pay the Purchaser, with respect to such Mortgage Loan, the difference between the Purchase Price Percentage and par, multiplied by the then outstanding principal balance of such Mortgage Loan. The provisions set forth in this paragraph shall survive each Closing Date and shall not merge with any of the closing documents and shall be enforceable by the Purchaser independently of this or any other agreement. 3 The Seller shall make the representations and warranties set forth in the Purchase Agreement with respect to the Mortgage Loans (the "Representations") as of the related Closing Date, including, but not limited to, the representation and warranty that the Mortgage Loans have the applicable characteristics set forth on the Mortgage Loan Schedule and on Exhibit A hereto. The Seller agrees to make such Representations without any qualifications based on the Seller's knowledge unless it is stated as such in the Purchase Agreement. Each Mortgage Loan shall have been underwritten in accordance with, and each Mortgage Loan shall conform to, the underwriting guidelines (the "Underwriting Guidelines") of Purchaser in effect at the time the Mortgage Loan is originated, and such Underwriting Guidelines will be attached as an exhibit to the related Assignment and Conveyance. In addition, as of the related Closing Date (a) all Mortgage Loans shall be current with respect to payments due thereunder as of the related Closing Date, (b) no Mortgage Loan shall have been delinquent 30 or more days since its origination, and (c) the weighted average FICO score of the Mortgage Loans in each Pool as established as of each related Closing Date based on the Cut-off Date Balance of the Mortgage Loans in such Pool, shall be no less than 600. In addition, the provisions set forth in the preceding sentence shall survive each Closing Date and shall not merge with any of the closing documents and shall be enforceable by the Purchaser independently of this or any other agreement. 5. The Agreements -------------- The Mortgage Loans will be sold and conveyed to the Purchaser by the Seller pursuant to the Purchase Agreement. The servicing rights (the "Servicing Rights") to the Mortgage Loans shall be assigned and transferred to the Purchaser on the related Closing Date. The Mortgage Loans shall be serviced by the Seller on behalf of the Purchaser and its assignees pursuant to the Interim Servicing Agreement, from and after the related Closing Date and until the transfer date or dates (each such date, a "Transfer Date") on which the Purchaser removes some or all of the Mortgage Loans from the terms and provisions of the Interim Servicing Agreement. Notwithstanding the foregoing, the final Transfer Date with respect to the First Closing Mortgage Loans shall be [October 30], 2002, the final Transfer Date with respect to the Second Closing Mortgage Loans, shall be [November 30], 2002, the final Transfer Date with respect to the Third Closing Mortgage Loans, shall be [December 28], 2002, the final Transfer Date with respect to the Fourth Closing Mortgage Loans, shall be [January 20], 2003, in each case unless otherwise specified by the Purchaser in its sole discretion. The Seller hereby agrees to cooperate fully with the Purchaser and any party the Purchaser designates as the successor servicer in transferring the servicing to such successor servicer and that any such transfer shall be at no cost to the Purchaser. The Interim Servicing Agreement provides for servicing on an "actual/actual" basis. Pursuant to the Interim Servicing Agreement, the Seller will be entitled to a monthly fee (the "Servicing Fee") with respect to each 4 Mortgage Loan equal to the product of the Servicing Fee Rate and the scheduled principal balance of each Mortgage Loan before application of monthly payments due during such month. The Servicing Fee with respect to any month and any Mortgage Loan shall be paid from interest actually received on such Mortgage Loan and shall be pro rated for any partial month serviced. The "Servicing Fee Rate" is equal to [0.25]% per annum. The Purchase Agreement sets forth the Representations with respect to the Mortgage Loans and requires the Seller to, at the Purchaser's option, (a) repurchase any Mortgage Loan with respect to which a material breach of a representation or warranty which adversely affects the value of the Mortgage Loans is discovered and cannot be cured (a "Loan in Breach") or (b) substitute such Loan in Breach with a mortgage loan that meets the criteria, satisfactory to the Purchaser, for a substitute mortgage loan set forth in the Purchase Agreement (each, a "Substitute Mortgage Loan"), provided the Seller has such mortgage loan available. The representations and warranties to be made by the Seller in connection with the sale by the Seller of the Mortgage Loans to the Purchaser shall be made by the Seller as of the related Closing Date and shall survive the purchase of the Mortgage Loans by the Purchaser. The Seller agrees that there shall be no limitation with respect to the term of the representations and warranties made as of the related Closing Date. In addition to such repurchase remedy, the Seller shall indemnify and hold the Purchaser harmless against all , liabilities, obligations, damages, actions, judgments, liens, losses, expenses, fines, charges, penalties, administrative and judicial proceedings and orders, arising out of the breach of any representation or warranty made by the Seller. Notwithstanding anything to the contrary contained in the Purchase Agreement, if a breach of warranty or representation made by the Seller in the Purchase Agreement with respect to any Mortgage Loan is discovered by the Seller or notice of such breach is received by the Seller within twelve (12) months following the related Closing Date (the "Premium Protection Period"), the price for such repurchase (the "Premium Repurchase Price") shall be equal to the product of (i) 100% plus an amount equal to (A) a fraction, whose numerator is equal to 12 less the number of full calendar months since the Closing Date and whose denominator is equal to 12, multiplied by (B) the Purchase Price Percentage less 100%, multiplied by (ii) the then outstanding principal balance of the Mortgage Loan to be repurchased as of the date of such repurchase, plus accrued interest thereon at the Mortgage Interest Rate from the date on which interest had last been paid through the date of such repurchase, plus the amount of any outstanding advances owed to any servicer in respect of such repurchased Mortgage Loan, together with all reasonable expenses incurred by Purchaser as a result of such repurchase. For purposes of the prior sentence, a full calendar month shall be construed to mean a 30-day period from the Closing Date, and each 30-day period thereafter shall constitute a "full calendar month". If such breach is discovered or notice is received by the Seller after the termination of the Premium Protection Period, the price for such repurchase (the "Par Repurchase Price") shall be equal to the then outstanding principal balance of the Mortgage Loan to be repurchased, plus accrued interest thereon at the Mortgage Interest Rate from the date on which interest has last been paid and distributed to the Purchaser to the date of repurchase, plus the amount of any outstanding advances owed to any servicer in respect of such repurchased 5 Mortgage Loan, together with all expenses incurred by Purchaser as a result of such repurchase. The provisions set forth in this paragraph shall survive each Closing Date and shall not merge with any of the closing documents and shall be enforceable by the Purchaser independently of this or any other agreement. The representations and warranties to be made by the Seller in connection with the sale by the Seller of the Mortgage Loans to the Purchaser shall be made by the Seller as of the related Closing Date and shall survive the transfer of servicing of the Mortgage Loans. In the event that the Purchaser resells any or all of the Mortgage Loans to any subsequent purchaser (each a "Subsequent Purchaser") and (i) the Seller is provided with notice of a breach of a representation or warranty with respect to any Mortgage Loan during the Premium Protection Period, (ii) such notice results in a repurchase by the Seller of such Mortgage Loan and (iii) the Purchaser is required to remit to any Subsequent Purchaser a sum which represents any or all of the excess over par paid by such Subsequent Purchaser for such Mortgage Loan, then the Seller shall remit to the Purchaser within the repurchase period defined in the Purchase Agreement , the difference between the Purchase Price Percentage and par, multiplied by the then outstanding principal balance of such Mortgage Loan. The foregoing provision shall survive each Closing Date and shall not merge with the closing documents and shall be enforceable by the Purchaser independently of this or any other agreement. The Purchase Agreement provides that the Seller has not taken or permitted or caused to be taken, and will not take any action or permit or cause any action to be taken, without the prior written consent of the Purchaser, by any of its agents or affiliates, or by any independent contractors on the Seller's behalf, to personally, by telephone, mail or otherwise, solicit the borrower or obligor under any Mortgage Loan to refinance a Mortgage Loan, in whole or in part. Notwithstanding the foregoing, it is understood and agreed that promotions undertaken by the Seller or any affiliate of the Seller which are directed to the general public at large, including, without limitation, mass mailing based on commercially acquired mailing lists, newspaper, radio and television advertisements or solicitations indicated within the monthly statements sent to borrowers (which statements are sent to all loans serviced through Seller) shall not constitute solicitation under this Section 5. The Purchase Agreement may be assigned, pledged or hypothecated by the Purchaser without the prior consent of the Seller. There shall be no limitation on the number of assignments or transfers allowable by the Purchaser with respect to the Mortgage Loans, the Purchase Agreement, the Interim Servicing Agreement or any other agreements which govern the Mortgage Loans. The Purchase Agreement may not be assigned, pledged or hypothecated by the Seller without the prior written consent of the Purchaser, which consent may be withheld by the Purchaser in its sole discretion. 6. Tax Service Contracts and Flood Certification Contracts ------------------------------------------------------- The Seller shall ensure that each of the Mortgage Loans shall be covered by a paid-in-full, life-of-loan tax service contract with a provider acceptable to the Purchaser (each, a "Tax Service Contract") and a paid-in-full, life-of-loan flood certification contract with a provider acceptable to the 6 Purchaser (each, a "Flood Certification Contract"), each of which shall be assigned to the Purchaser or the Purchaser's designee at the Seller's expense. The obligations set forth in this Section 6 shall survive the closing of the transactions contemplated hereby, shall not merge with the closing documents and shall be independently enforceable. 7. Delivery and Custody of Loan Documents -------------------------------------- Pursuant to the terms of a bailee agreement, to be executed among the Seller or its designee, Deutsche Bank National Trust Company (the "Custodian") and the Purchaser (the "Bailee Agreement"), the Seller or its designee shall deliver to the Custodian the original mortgage loan documents, including an original promissory note with respect to each Mortgage Loan then being sold (the "Mortgage Loan Files") on or before five (5) days prior to the related Closing Date. Pursuant to the terms of the Custodial Agreement, dated as of September 15, 2002 (the "Custodial Agreement"), between the Purchaser and the Custodian, from and after the related Closing Date, the Custodian will hold the Mortgage Loan Files in trust for the benefit of the Purchaser. The Purchaser shall pay the costs and expenses of the Custodian incurred from and after the related Closing Date. The Seller shall pay all recording fees, if any, for the assignments of mortgage and any other fees or costs incurred in connection with a one-time preparation and recordation of each assignment. 8. Review of Loan Files -------------------- With respect to each Mortgage Loan, the Seller shall make the credit and servicing files (including, without limitation, the related mortgagor's payment history) (collectively, the "Credit Information") of such Mortgage Loan available at its offices for review during normal business hours at least 14 days prior to the related Closing Date. The Purchaser and the Purchaser's designee may each review such files prior to the related Closing Date for the purpose of ensuring conformity with the terms of this Purchase Price and Terms Agreement and the Purchase Agreement. The Purchaser will be under no obligation to purchase any Mortgage Loans for which Credit Information is not made available for the Purchaser's review in accordance with the terms hereof. If the Purchaser makes such examination prior to the related Closing Date and identifies any Mortgage Loans which do not conform to the Purchaser's reasonable requirements in all material respects, or if any Mortgage Loan has been paid in full prior to the related Closing Date, such Mortgage Loans shall be deleted from the Mortgage Loan Schedule to be delivered by the Seller to the Purchaser on such Closing Date. The Purchaser may, at its option and without notice to the Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination thereof. The fact that the Purchaser or any prospective purchaser of the Mortgage Loans has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan Files or Credit Information shall not affect the Purchaser's (or any of its successors') rights to demand repurchase, substitution or other relief as provided under the Purchase Agreement. 7 9. Reconstitution -------------- With respect to the Mortgage Loans, the Seller and the Purchaser acknowledge and agree that the Purchaser or any prospective purchaser may sell or transfer from time to time some or all of the Mortgage Loans to (a) one or more third-party purchasers, as part of a whole loan transfer (each, a "Whole Loan Transfer") and/or (b) one or more trusts or other entities to be formed as part of a publicly-issued and/or privately placed, rated or unrated, securitization (each, a "Securitization") (a Whole Loan Transfer or Securitization, each a "Transaction"). With respect to as many as two Transactions, the Seller shall use its reasonable best efforts to assist the Purchaser, and any prospective purchaser, if the Purchaser or such prospective purchaser so requests, in securitizing the Mortgage Loans and selling undivided interests in, or obligations secured by, such Mortgage Loans in a public offering or private placement or selling participating interests in such Mortgage Loans, which assistance shall include, but not be limited to, (i) providing any information relating to the Mortgage Loans necessary to assist in the preparation of any disclosure documents, and (ii) providing as of the date of such Securitization representations and warranties as to the Seller, which are consistent with the representations and warranties contained in the Purchase Agreement, but modified, if necessary, to reflect changes since the related Closing Date. However, if the Purchaser is concurrently assigning, selling or transferring other loans to the third-party purchaser, then the representations and warranties assigned to the third party purchaser (or reconstituted by the Seller herein) which apply to the loans sold hereunder shall not be any more stringent, restrictive or strict than those given by the Purchaser to the third party purchaser. The Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that the Purchaser may sustain as a result of any incorrect information given by the Seller and regarding the Seller, the Mortgage Loans or the Underwriting Guidelines in connection with any Transaction. The Purchase Agreement sets forth the foregoing reconstitution provisions. 10. GOVERNING LAW ------------- THIS PURCHASE PRICE AND TERMS AGREEMENT SHALL BE DEEMED IN EFFECT WHEN A FULLY EXECUTED COUNTERPART THEREOF IS RECEIVED BY THE PURCHASER IN THE STATE OF CALIFORNIA AND SHALL BE DEEMED TO HAVE BEEN MADE IN THE STATE OF CALIFORNIA. THE PURCHASE PRICE AND TERMS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE STATE OF CALIFORNIA WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES. 11. Closing ------- Each closing for the purchase and sale of the Mortgage Loans shall take place on the related Closing Date. Each closing shall be by telephone, confirmed by letter or facsimile receipt confirmation transmission, or conducted in person, at the Purchaser's option. Each closing shall be subject to each of the following conditions: 8 (a) the Seller, the Guarantor and the Purchaser shall have executed and delivered all closing documents as specified in Section 12 of this Purchase Price and Terms Agreement, duly executed by all signatories as required pursuant to the respective terms thereof; (b) the Seller shall have received the Purchase Price pursuant to Section 3 of this Purchase Price and Terms Agreement, by wire transfer of immediately available federal funds to the account designated by the Seller; and (c) all other terms and conditions of this Purchase Price and Terms Agreement shall have been complied with (unless mutually waived by the Purchaser and the Seller). 12. Closing Documents ----------------- The closing documents for each closing shall consist of the following documents: 1. the Assignment and Conveyance (and all exhibits thereto), in three counterparts; 2. the Bailee Agreement, in four counterparts; 3. this Purchase Price and Terms Agreement, in three counterparts (to be executed and delivered only for the First Closing Date); 4. the Purchase Agreement, in four counterparts (to be executed and delivered only for the First Closing Date); 5. the Interim Servicing Agreement, in three counterparts (to be executed and delivered only for the First Closing Date); 6. the Guarantee, in three counterparts (to be executed and delivered only for the First Closing Date); and 7. an Escrow Agreement, by and among the Seller, the Purchaser and Cadwalader, Wickersham & Taft. 13. Costs ----- The Purchaser shall pay the legal fees and expenses of its attorneys. Except as otherwise specified herein, all other costs and expenses incurred in connection with the transactions contemplated hereby, including recording fees for the mortgage loan assignments, fees for title policy endorsements and continuations, if applicable, and the Seller's attorney's fees, shall be paid by the Seller. 9 14. Confidential Information ------------------------ The Seller shall keep confidential and shall not divulge to any party, without the Purchaser's written consent, the price paid by the Purchaser for the Mortgage Loans, except to the extent that it is appropriate for the Seller to do so in working with legal counsel, auditors, taxing authorities or other governmental agencies or as otherwise required by law or legal process. The rights and obligations set forth in this Section shall survive each Closing Date and shall not merge with or into any of the closing documents described herein, but instead shall be independently enforceable. 15. Brokerage Fees -------------- Neither the Seller nor the Purchaser has employed or used a broker in connection with the transactions contemplated herein, and to the extent that a demand is made upon either the Seller or the Purchaser for brokerage fees associated herewith, neither the Seller nor the Purchaser shall be responsible for paying any brokerage fees of the other party. Each party hereto shall indemnify and hold the other party harmless against all claims of any brokers or other persons employed or used by the first party for brokers' commissions relating thereto, which indemnification shall include all losses, damages and expenses, including attorney's fees for settlement, litigation or appearance and other costs for same, suffered by such other party in connection with such claims. The rights and obligations set forth in the preceding sentence shall survive each Closing Date and shall not merge with or into any of the closing documents described herein, but instead shall be independently enforceable. 16. Notices ------- All demands, notices and communications hereunder shall be in writing and shall be deemed to have been duly given if mailed, by registered or certified mail, return receipt requested, or if by other means, when received by the other party at the address shown on the first page hereof, or such other address as may hereafter be furnished to the other party by like notice. Any such demand, notice or communication hereunder shall be deemed to have been received on the date delivered to or received at the premises of the addressee (as evidenced, in the case of registered or certified mail, by the date noted on the return receipt). 17. Miscellaneous ------------- This Purchase Price and Terms Agreement shall not be assigned, pledged or hypothecated by the Seller without the prior written consent of the Purchaser, which consent may be withheld by the Purchaser in its sole discretion. For the purpose of facilitating the execution of this Purchase Price and Terms Agreement as herein provided and for other purposes, this Purchase Price and Terms Agreement may be executed simultaneously in any number of counterparts (by manual or facsimile signature), each of which counterparts shall be deemed to be an original, and all of which together shall constitute and be one and the same instrument. 10 18. Further Agreements ------------------ The Purchaser and the Seller each agree to execute and deliver to the other such additional documents, instruments or agreements as may be reasonably necessary or appropriate to effectuate the purposes of this Purchase Price and Terms Agreement. 19. Entire Agreement and Amendments ------------------------------- This Purchase Price and Terms Agreement contains the entire agreement relating to the subject matter hereof between the Seller and the Purchaser and supersedes any prior oral or written agreement between the Seller and the Purchaser. This Purchase Price and Terms Agreement may only be amended by a written document signed by both the Seller and the Purchaser. [SIGNATURES COMMENCE ON THE FOLLOWING PAGE] 11 Kindly acknowledge receipt of this confirmation by signing and promptly returning the enclosed duplicate of this Purchase Price and Terms Agreement to us on or before August 28, 2002. Your failure to return a countersigned duplicate of this Purchase Price and Terms Agreement to us within the time indicated shall give us the right, at our sole option, to declare the oral agreement confirmed hereby null and void. Very truly yours, IMPAC MORTGAGE ACCEPTANCE CORPORATION By: /s/ Mark Bishop ----------------------------------- Name: Mark Bishop Title: President By:______________________________________________ Name: ___________________________________________ Title: __________________________________________ Receipt and affirmation of this agreement is hereby acknowledged: [HOME GOLD, INC.] By: /s/ Brent King -------------------------- Name: Brent King Title: Sr. Vice President, Structured Finance Date: __________________________ 12 EXHIBIT A MORTGAGE LOAN CHARACTERISTICS EX-99 4 certifications.txt CERTIFICATION Exhibit 99.1 Certificate Pursuant to Section 906 Of the Sarbanes-Oxley Act of 2002 I, Forrest E. Ferrell, the Chief Executive Officer of HomeGold Financial, Inc. (the "Company"), hereby certify that to the best of my knowledge: 1. The Company's Form 10-Q for the quarterly period ended September 30, 2002 (the "Report") fully complies with the requirements of section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated. The foregoing certification is made solely for the purpose of complying with the requirements of Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. ss. 1350) and may not be relied upon by anyone for any other purpose. The undersigned expressly disclaims any undertaking to update such certifications except as required by law. Date: November 19, 2002 /s/ Forrest E. Ferrell ---------------------------------- Ronald J. Sheppard Chief Executive Officer EX-99 5 certification-2.txt CERTIFICATION Exhibit 99.2 Certificate Pursuant to Section 906 Of the Sarbanes-Oxley Act of 2002 I, Karen Miller, the Chief Financial Officer of HomeGold Financial, Inc. (the "Company"), hereby certify that to the best of my knowledge: 1. The Company's Form 10-Q for the quarterly period ended September 30, 2002 (the "Report") fully complies with the requirements of section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated. The foregoing certification is made solely for the purpose of complying with the requirements of Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. ss. 1350) and may not be relied upon by anyone for any other purpose. The undersigned expressly disclaims any undertaking to update such certifications except as required by law. Date: November 19, 2002 /s/ Karen Miller ----------------------------------- Karen Miller Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----