U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended: March 31, 2006
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For transition period from ____________ to ____________
Commission File No.: 0-22936
Crown NorthCorp, Inc.
(Exact name of small business issuer as specified in its charter)
Delaware 22-3172740
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P.O. Box 613, Cheyenne, Wyoming 82001
(Address of principal executive offices)
(614) 488-1169
(Issuer's telephone number)
N/A
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the issuer was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes X No
----- -----
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes No X
----- -----
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS.
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes No
----- -----
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.
As of May 8, 2006, the issuer had 13,319,528 shares of its common stock,
par value $.01 per share, outstanding.
Transitional Small Business Disclosure Format (check one).
Yes No X
----- -----
CROWN NORTHCORP, INC.
FORM 10-QSB
QUARTERLY PERIOD ENDED MARCH 31, 2006
INDEX
PAGE
----
PART I
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets as of March 31, 2006 1
and December 31, 2005
Condensed Consolidated Statements of Operations for the first 2
quarter ended March 31 2006 and 2005
Condensed Consolidated Statements of Cash Flows for the three 3
months ended March 31, 2006 and 2005
Notes to Condensed Consolidated Financial Statements - March 4
31, 2006 and 2005
Item 2. Management's Discussion and Analysis 9
Item 3. Controls and Procedures 13
PART II
Item 1. Legal Proceedings 14
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 14
Item 3. Defaults Upon Senior Securities 14
Item 4. Submission of Matters to a Vote of Security Holders 14
Item 5. Other Information 14
Item 6. Exhibits 14
Signatures 15
CROWN NORTHCORP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
MARCH 31, 2006 AND DECEMBER 31, 2005
UNAUDITED
2006 2005
------------ -----------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 1,695,792 $ 2,474,005
Accounts receivable 3,075,481 3,110,438
Prepaid expenses and other assets 159,572 187,966
------------ -----------
Total current assets 4,930,845 5,772,409
PROPERTY AND EQUIPMENT - Net 436,640 455,769
RESTRICTED CASH 320,681 368,477
OTHER ASSETS
Investment in partnerships and joint ventures 787,814 545,282
Other investments
Mortgage loans, net of reserves 625,221 647,607
Loan servicing rights- net 4,624,507 4,830,765
Capitalized software cost - net 365,847 416,975
Deposits 38,877 38,895
------------ -----------
Total other assets 6,442,266 6,479,524
------------ -----------
TOTAL $ 12,130,432 $13,076,179
============ ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable 769,110 682,882
Accrued expenses:
Other 1,149,886 1,121,260
------------ -----------
Total current liabilities 1,918,996 1,804,142
LONG-TERM OBLIGATIONS:
Notes and bonds payable - less current portion -- --
Allowance for loan losses & other 243,076 243,076
------------ -----------
Total long-term obligations 243,076 243,076
SHAREHOLDERS' EQUITY:
Common stock 133,195 133,195
Convertible preferred stock -- --
Additional paid-in capital 20,178,477 20,178,477
Accumulated comprehensive income (26,244) 56,815
Accumulated deficit (10,140,010) (9,162,468)
Treasury stock, at cost (177,058) (177,058)
------------ -----------
Total shareholders' equity 9,968,360 11,028,961
------------ -----------
TOTAL $ 12,130,432 $13,076,179
============ ===========
See notes to condensed consolidated financial statements.
1
CROWN NORTHCORP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005
2006 2005
----------- -----------
REVENUES:
Management fees $ 1,028,254 $ 260,349
Servicing fees, net 1,117,430 1,044,852
Interest income 10,509 20,685
Income from partnerships and joint ventures -- 188,875
Other 113 170,839
----------- -----------
Total revenues 2,156,306 1,685,600
----------- -----------
EXPENSES:
Personnel 1,677,287 1,253,320
Occupancy, insurance and other 1,071,177 655,517
Interest 4,542 --
Write off mortgage servicing rights 165,110 1,069,182
Depreciation and amortization 215,733 171,703
----------- -----------
Total expenses 3,133,849 3,149,722
----------- -----------
INCOME (LOSS) BEFORE INCOME TAXES (977,543) (1,464,122)
INCOME TAX (BENEFIT) -- --
----------- -----------
NET INCOME (LOSS) (977,543) (1,464,122)
OTHER COMPREHENSIVE INCOME
Unrealized Gain -- --
Foreign currency translation adjustment (83,059) (55,297)
----------- -----------
COMPREHENSIVE NET INCOME (LOSS) $(1,060,602) $(1,519,419)
=========== ===========
LOSS PER SHARE - BASIC AND DILUTED $ (0.08) $ (0.12)
=========== ===========
WEIGHTED AVERAGE SHARES OUTSTANDING 13,319,528 13,190,049
=========== ===========
See notes to condensed consolidated financial statements.
2
CROWN NORTHCORP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005
2006 2005
---------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (977,543) $(1,464,122)
Adjustments to reconcile net income (loss) to net cash provided by
operating activities:
Depreciation and amortization 216,944 175,728
Provision for impairment to mortgage servicing rights 165,110 1,069,182
Equity in income from investment in partnerships and joint ventures 12,581 (223,043)
Change in operating assets and liabilities:
Accounts receivable 548,298 (209,818)
Prepaid expenses and other assets (642,502) (537,666)
Accounts payable and accrued expenses 380,856 178,871
---------- -----------
Net cash provided (used) in operating activities (296,256) (1,010,868)
---------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (106,047) (248,045)
Decrease (increase) in warehoused loans 22,008 (35,101)
Decrease (increase) in restricted cash 47,737 5,484
Other investments (338,405) (20,575)
Deposits -- (46)
---------- -----------
Net cash provided (used) in investing activities (374,707) (298,283)
---------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable -- --
Principal payments on notes payable -- --
---------- -----------
Net cash provided (used) by financing activities -- --
---------- -----------
NET INCREASE (DECREASE) IN CASH DURING THE QUARTER (670,963) (1,309,151)
Effect of exchange rate on cash (107,250) (118,529)
CASH AND CASH EQUIVALENTS AT BEGINNING OF QUARTER 2,474,005 3,287,104
---------- -----------
CASH AND CASH EQUIVALENTS AT END OF QUARTER $1,695,792 $ 1,859,424
========== ===========
See notes to condensed consolidated financial statements.
3
CROWN NORTHCORP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2006 AND 2005
(UNAUDITED)
1. General and Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of
Crown NorthCorp, Inc. and subsidiaries reflect all material adjustments
consisting of only normal recurring adjustments which, in the opinion of
management, are necessary for a fair presentation of results for the
interim periods. Certain information and footnote disclosures required
under generally accepted accounting principles have been condensed or
omitted pursuant to the rules and regulations of the Securities and
Exchange Commission, although the company believes that the disclosures are
adequate to make the information presented not misleading. These financial
statements should be read in conjunction with the year-end financial
statements and notes thereto included in the company's Form 10-KSB for the
year ended December 31, 2005. Investments in majority owned affiliates
where the company does not have a majority voting interest and
non-majority-owned affiliates are accounted for on the equity method. All
significant inter-company balances and transactions have been eliminated.
Certain reclassifications of prior year amounts have been made to conform
to the current year presentation.
2. Significant Accounting Policies
Foreign Currency Translation
Results of operations for the company's non-U.S. subsidiaries and
affiliates are translated from the designated functional currency to the
U.S. dollar using average exchange rates during the period, while assets
and liabilities are translated at the average monthly exchange rate in
effect at the reporting date. Resulting gains or losses from translating
foreign currency financial statements are reported as other comprehensive
income (loss). The effect of changes in exchanges rates between the
designated functional currency and the currency in which a transaction is
denominated are recorded as foreign currency transaction gains (losses).
Capitalized Software Costs
The company follows the accounting guidance as specified in Statement of
Position ("SOP") 98-1, "Accounting for the Costs of Computer Software
Developed or Obtained for Internal Use." The company capitalizes
significant costs in the acquisition or development of software for
internal use, including the costs of the software, materials, consultants,
interest and payroll and payroll-related costs for employees incurred in
developing internal-use computer software once final
4
selection of the software is made. Costs incurred prior to the final
selection of software and costs not qualifying for capitalization are
charged to expense.
Investments in Partnerships and Joint Ventures
Certain of Crown's general partner and joint venture investments (ranging
from 20% to 50%) are carried at cost, adjusted for the company's
proportionate share of undistributed earnings and losses because the
company exercises significant influence over their operating and financial
activities.
3. Loss Per Common Share
The losses per share for the three months ended March 31, 2006 and 2005 are
computed based on the loss applicable to common stock divided by the
weighted average number of common shares outstanding during each period.
4. Property and Equipment and Capitalized Software Costs
Property and equipment consists of the following at March 31, 2006 and
December 31, 2005:
2006 2005
----------- -----------
Property and equipment $ 1,626,162 $ 1,593,166
Less accumulated depreciation (1,189,522) (1,137,397)
----------- -----------
Property and equipment - net $ 436,640 $ 455,769
=========== ===========
Capitalized software consists of the following at March 31, 2006 and
December 31, 2005:
2006 2005
----------- -----------
Capitalized software $ 1,609,562 $ 1,538,011
Less accumulated depreciation (1,243,715) (1,121,036)
----------- -----------
Capitalized Software - net $ 365,847 $ 416,975
=========== ===========
5
5. Preferred Stock
The company issued the following series of convertible preferred stock to
affiliates of Mr. Roark: one share of Series CC Convertible Preferred Stock
in September 2000 in exchange for $500,000 cash; one share of Series DD
Convertible Preferred Stock in May 2001 in exchange for $200,000 cash; one
share of Series FF Convertible Preferred Stock in September 2001 in
exchange for $335,803.70 cash; one share of Series GG Convertible Preferred
Stock in September 2001 in exchange for $140,000; pursuant to an agreement
effective September 20, 2001, a total of 15 shares of Series HH Convertible
Preferred Stock in exchange for $150,000 cash; and, pursuant to an
agreement effective March 27, 2002, a total of 12 shares of Series II
Convertible Preferred Stock in exchange for $120,000 cash. Each of these
issuances will be converted to common stock in accordance with the terms of
the respective issuances.
6. Contingencies
The company has certain contingent liabilities resulting from contractual
requirements in the United Kingdom in regards to employment contracts
acquired in the merger with Royal. Upon termination (but only in the event
of redundancy, as defined under the employment laws of the United Kingdom),
11 employees may be entitled to receive severances based upon a formula
taking into account years and weekly pay.
The company has certain other contingent liabilities resulting from claims
incident to the ordinary course of business. Management believes that the
probable resolution of such contingencies will not materially effect the
consolidated financial statements of the company.
7. Statements of Recently Adopted Financial Accounting Standards
SFAS No. 123 (revised 2004) "Share-Based Payment" (SFAS No 123R), was
issued December 2004. SFAS No 123R amends SFAS No. 123 and supersedes
Accounting Principles Board Opinion No. 23, "Accounting for Stock Issued to
Employees," and its related implementation guidance. SFAS No. 123R
establishes standards for the accounting for transactions in which an
entity exchanges its equity instruments for goods or services. SFAS No.
123R also addresses transactions in which an entity incurs liabilities in
exchange for goods or services that are based on the fair value of the
entity's equity instruments or that may be settled by the issuance of such
equity instruments. SFAS No. 123R requires a public entity to measure the
cost of employee services received in exchange for an award of equity
instruments based on the grant-date fair value of the award. That costs is
to be recognized over the period during which an employee is required to
6
provide services in exchange for the award. SFAS No. 123R is effective as
of the beginning of the first interim or annual reporting period that
begins after December 15, 2005. The adoption of this statement did not have
a material effect on Crown's financial position or results of operations.
SFAS No. 153 "Exchanges of Nonmonetary Assets, an amendment of Accounting
Principles Board Opinion No. 29" SFAS No. 153 eliminates the exception for
nonmonetary exchanges of similar productive assets and replaces it with a
general exception of exchanges of nonmonetary assets that do not have
commercial substance. A nonmonetary exchange has commercial substance if
the future cash flows of the entity are expected to change significantly as
a result of the exchange. SFAS No. 153 is effective for nonmonetary asset
exchanges occurring in the fiscal period beginning after June 15, 2005.
Crown does not anticipate that the adoption of this statement will have a
material effect on the financial position or results of operations.
SFAS No. 154, "Accounting Changes and Error Corrections, a replacement of
APB Opinion No. 20, Accounting Changes and FASB Statement No. 3, Reporting
Accounting Changes in Interim Financial Statements" was issued by the
Financial Accounting Standards Board in May 2005. SFAS No. 154 provides
guidance on the accounting for and reporting of accounting changes and
error corrections. It establishes, unless impracticable, retrospective
application as the required method for reporting a change in accounting
principle in the absence of explicit transition requirements specific to
the newly adopted accounting principle. SFAS No. 154 also provides guidance
for determining whether retrospective application of a change in accounting
principle is impracticable and for reporting a change when retrospective
application is impracticable. The provisions of this Statement are
effective for accounting changes and corrections of errors made in fiscal
periods beginning after December 15, 2005. The adoption of the provisions
of SFAS No. 154 is not expected to have a material impact on the company's
financial position or results of operations.
SFAS No. 156 "Accounting for Servicing of Financial Assets - an amendment
of FASB No. 140" was issued by the Financial Accounting Standards Board in
March 2006. SFAS No.156 requires an entity to recognize a servicing asset
or servicing liability each time it undertakes an obligation to service a
financial assets by entering into a servicing contract in any of the
following situations: 1) a transfer of the servicer's financial assets that
meets the requirements for sale accounting, 2) a transfer of the servicer's
financial assets to a qualifying special-purpose entity in a guaranteed
mortgage securization in which the transferor retains all of the resulting
securities and classifies them as either available-for-sale securities or
trading securities, or 3) an acquisition or assumption of an obligation to
service a financial assets that does not relate to financial assets of the
servicer or its consolidated affiliates. Further, SFAS No. 156 requires all
separately recognized
7
servicing assets and servicing liabilities to be initially measured at fair
value, if practicable. And lastly, SFAS No. 156 permits the entity to
choose either the amortization method or fair value measurement method for
subsequent measurement methods for each class of separately recognized
servicing assets and servicing liabilities. SFAS No. 156 is effective as of
the beginning of the first fiscal year that begins after September 15,
2006, which earlier adoption permitted. The company has not yet assessed
the effect of this accounting standard on its financial position or results
of operations.
8
FORWARD LOOKING STATEMENTS
Item 2. - Management's Discussion and Analysis
THE COMPANY'S BUSINESSES
Crown provides comprehensive financial services to the holders of real estate
interests in Europe and the United States. Over the past two years, the company
has significantly expanded its business through the acquisition and further
development of well-established operations in Europe. Principal business
activities in Europe include third-party asset management, loan servicing and an
interest in a company that originates sub-prime residential real estate loans.
The company's U.S. operations service commercial loans and engage in third-party
asset management. Crown generates revenues through agreements to manage
commercial, multifamily and residential real estate and loan assets for the
account of others; loan servicing and mortgage management on an active or
standby basis of individual loans, loan portfolios and assets in securitized
transactions; income associated with loan origination and the securitization of
those loans; asset evaluations; transaction support; risk management, financial
advisory and due diligence services; and administration of the interests of
various corporations, partnerships, investments consortiums and special-purpose
entities.
Revenues for the first quarter of 2006 increased over the comparable period in
2005 primarily as a result of new business in Europe. Many components of
operating expenses have increased as well as the company has incurred start-up
expenses in new locations to support this new business. Consequently, the
company presently continues to sustain substantial operating losses. The company
continues to receive new servicing and asset management business in Europe that
should further increase revenues. In addition, Crown is making intensive efforts
to capitalize on opportunities in the banking sector in Europe. Management
believes these opportunities can significantly enhance all of the company's
business lines and its overall operating performance. In conjunction with
efforts to expand business, management continues to address presently
unprofitable business lines as part of a comprehensive effort to improve
operating performance. In pursuing these initiatives, Crown has and continues to
develop partnerships, business combinations and other transactions or
arrangements to leverage the company's limited liquidity and capital resources
and maximize the value of its core businesses.
FORWARD LOOKING STATEMENTS
The statements contained in this report that are not purely historical are
forward-looking statements within the meaning of Section 21E of the Exchange
Act, including statements regarding the company's expectations, hopes,
intentions or strategies regarding the future. Forward-looking statements
include terminology such as "anticipate," "believe," "has the opportunity,"
"seeking to," "attempting," "appear," "would," "contemplated," "believes," "in
the future" or comparable language. All forward-looking statements included in
this document are based on information available to the company on the date
hereof, and the company assumes no obligation to update any such forward-looking
statements. It is
9
important to note that the company's actual results could differ materially from
those in such forward-looking statements. The factors listed below are among
those that could cause actual result to differ materially from those in
forward-looking statements. Additional risk factors are listed from time to time
in the company's reports on Forms 10-QSB, 8-K and 10-KSB.
Among the risk factors that could materially and adversely affect the future
operating results of the company are:
- Crown is sustaining substantial losses from operations. Management believes
that growth that is under way in the company's core asset management and
servicing businesses, primarily in Europe, will continue and that resultant
increases in recurring revenue will help the company achieve operating
profitability. There can be no assurance of these results, however.
- The company will continue to attempt to utilize proceeds from the
resolution of assets under management to maintain and expand business
volumes in both Europe and the United States. There can be no assurances
that substantial resolutions will occur or that the company will
successfully redeploy any proceeds to generate profitable new business.
- Crown's liquidity and capital resources remain limited when compared to
virtually all of its competitors. To compete for and realize upon many
business opportunities, the company has a continuing need to form
partnerships, joint ventures or other alliances. While the company has on
several occasions successfully used such arrangements, there is no
assurance that Crown will be able to timely enter appropriate arrangements
in the future.
- Crown and certain of its subsidiaries operate as rated servicers. If these
entities were to no longer be rated, or if those ratings were lowered,
there would be an adverse effect on the company's operations. Crown's
business volumes and financial condition may affect its servicer ratings.
OUTLOOK
Crown's asset management and servicing businesses in Europe continue to develop
and expand. A transaction in 2005 generated not only substantial performance
fees for the company but also additional asset management business in Sweden.
The asset ownership and management relationships put in place through that
transaction have now been awarded a asset portfolio in Finland and are actively
pursuing additional portfolios in Sweden.
In Germany, an investment bank has retained a joint venture in which Crown has a
50% interest to service and manage a substantial portfolio of non-performing
loans. The company has spent considerable time over an extended period
developing opportunities in the banking sector and now anticipates that it will
enter into a banking-sector transaction in
10
2006. Management believes that capitalizing on such an opportunity could lead to
further expansion of the company's core businesses and enhanced operating
performance.
Although the company had contract termination and faster-than-expected loan
payoffs reduced servicing volumes in the United Kingdom last year, it continues
to experience growth in the servicing portfolio arising from Crown's minority
interest in an entity that originates sub-prime residential loans. The company
is seeking ways to continue this growth and to develop similar business lines
elsewhere in Europe. The company also plans to originate commercial mortgage
loans in the U.K and continues to develop plans to do so. Increased loan
origination activity should increase the company's loan servicing and mortgage
management businesses.
The company and a bank, operating through a joint venture based in Belgium,
offer master servicing and reporting services for securitized portfolios
throughout Europe. The joint venture parties have recently reaffirmed their
relationship and Crown anticipates growth in this business.
Crown continues to believe it is well positioned to further expand its
businesses in Europe. In this effort, the company can draw upon the market
knowledge its has obtained from operating in several countries, the success it
has had in completing complex transactions and the multiple servicer ratings the
company holds, which are necessary for participation in many transactions.
In the United States, the company has been devoting additional resources to
attempt to increase servicing volumes. In the first quarter of 2006, the company
became the special servicer for a securitization of commercial real estate
loans. Management anticipates receiving additional, similar assignments. Crown
is also actively exploring means of expanding its servicing portfolio of
smaller-balance commercial mortgage loans and of developing other specialized
servicing opportunities. Asset management activities in the U.S. continue at
presently modest levels following the disposition in 2004 of a substantial
portion of assets under management.
Crown continues to commit funds derived from its core businesses to expand those
businesses in Germany, Scandinavia, the United Kingdom and other European
markets as well as the United States. The company is targeting opportunities,
including but not limited to a banking-sector transaction, that maximize the
value of Crown's comprehensive financial services and that offer the prospect of
recurring revenue. To facilitate this business development, Crown in certain
cases is actively pursuing investment partners and other business structures
that will allow the company to make most effective use of its relatively limited
liquidity and capital resources. The company believes this process is the most
appropriate course of action to further expand Crown's revenue base and attain
operating profitability.
11
RESULTS OF OPERATIONS FOR THE FIRST QUARTER ENDED MARCH 31, 2006 COMPARED TO THE
FIRST QUARTER ENDED MARCH 31, 2005
Total revenues increased $470,706 to $2,156,306 for the first quarter of 2006
from $1,685,600 during the same period in 2005. The majority of the increase is
attributable to increased management fees from the European operations.
Management fees increased $767,905 to $1,028,254 for the quarter ended March 31,
2006 from $260,349 for the corresponding period in 2005. Approximately $453,000
of this increase is due to the accrual of special servicing fees relating to the
management of sub-performing loans in the United Kingdom. In addition,
approximately $316,000 of the increase is related to new asset management
contracts in Scandinavia.
Servicing fees increased to $1,117,430 for the quarter ending March 31, 2006
from $1,044,852 for the quarter ended March 31, 2005. This $72,578 increase is
the net result of service fees earned from European operations increasing some
$113,000 as the result of new contracts and increased volumes in existing
contracts and servicing fees in the United States declining some $42,000 due to
reductions in the servicing portfolio.
Interest income decreased to $10,509 for the quarter ended March 31, 2006 from
$20,685 for the corresponding period in 2005. This decrease is due almost
entirely to reduced cash balances upon which interest is earned.
There were $0 in income from partnerships and joint ventures for the quarter
ended March 31, 2006 as compared to $188,875 in such income for the comparable
period in 2005. This decline was due entirely to a reduced profits from a
partnership in the United Kingdom.
Other income decreased from to $113 for the quarter ended March 31, 2006 from
$170,839 for the same period in 2005. This decrease of some $170,000 was
attributable almost entirely to a decrease in expected tax refunds in Europe.
Personnel expenses include salaries, related payroll taxes and benefits, travel
and living expenses and professional development expenses. Personnel expenses
increased $423,967 to $1,677,287 for the first quarter of 2006 from $1,253,320
for the first quarter of 2005. Approximately $227,000 of the increase was due to
increases in payroll costs in the United Kingdom as well as personnel costs
incurred in new offices in Germany and Sweden. Payroll and travel costs in the
U.S. also increased some $194,000, the majority of which was attributable to the
increased use of contract personnel for projects in the U.S. and the U.K.
Occupancy, insurance and other operating expenses increased to $1,071,177 for
the first quarter of 2006 from $655,517 for the comparable period in 2005. This
$415,660 increase of was attributable in part to increases in office overheads
from the new Scandinavian
12
offices of some $281,000. Also contributing to the increase was an increase in
professional services to U.K. and German operations of some $31,000 and $88,000
respectively. The increase in professional services in the U.K was related to
work on existing portfolios while the increase from the Germany office included
evaluations and due diligence reviews of both existing portfolios and new
business opportunities.
The write-down of capitalized mortgage servicing rights decreased by
approximately $904,000 for the quarter ending March 31, 2006 from the
corresponding period in 2005. A write-down of approximately $1,069,000 in the
first quarter of 2005 was necessitated primarily by the termination of a
servicing contract in the United Kingdom.
LIQUIDITY AND CAPITAL RESOURCES
GENERAL
Cash and cash equivalents decreased by $670,963 to $1,695,792 at March 31, 2006
from $2,474,005 at December 31, 2005. The decrease was due primarily to the need
to fund ongoing operations and increased investments. The company's domestic and
European operations presently have no operating lines or similar bank credit
facilities. The European operations do have a warehouse facility to fund lending
operations.
Faced with a declining cash position, the company is continuing its efforts to
realize and expand revenues from its existing business relationships. Recently
obtained new business as well as other opportunities the company is pursuing
should also serve to increase liquidity. In addition to these efforts to
increase revenues, the company may seek to obtain additional capital to improve
liquidity.
HISTORICAL CASH FLOWS
Cash flows from operating activities used $296,256 during the first quarter of
2006 and $1,010,868 for the corresponding period in 2005.
Investing activities used $374,707 during the first three months of 2006. For
the comparable period in 2005, $298,283 was used for investing activities. As
noted above, the company is currently funding increased investment activity.
Item 3. - Controls and Procedures
Crown's principal executive and financial officers have evaluated the company's
disclosure controls and procedures in place on March 31, 2006 and have concluded
that they are effective. There have been no significant changes in Crown's
internal controls or in other factors since that date that could significantly
affect these controls.
13
PART II - OTHER INFORMATION
Item 1. - Legal Proceedings
None
Item 2. - Unregistered Sales of Equity Securities and Use of Proceeds
None
Item 3. - Defaults Upon Senior Securities
None
Item 4. - Submission of Matters to a Vote of Security Holders
None
Item 5. - Other Information
None
Item 6. - Exhibits
31.12 Certification of officers of Crown Filed herewith.
32.11 Certification of officers of Crown Filed herewith.
14
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
CROWN NORTHCORP, INC.
Dated: May 12, 2006 By: /s/ Rick Lewis
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Rick Lewis, Vice President,
Treasurer and Chief Financial
Officer
By: /s/ Stephen W. Brown
------------------------------------
Stephen W. Brown, Secretary
15
INDEX TO EXHIBITS
31.12 Certification of officers of Crown (1)
32.11 Certification of officers of Crown (1)
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(1) Filed herewith.
16