8-K 1 renaissance8k.txt FORM 8-K FOR RENAISSANCE - 9/5/01 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 3, 1999 Renaissance Acceptance Group, Inc. (Exact name of registrant as specified in its charter) DELAWARE 0-14653 74-2119162 (State or other jurisdiction of (Commission File Number) (IRS Employer incorporation or organization) Identification No.) 1750 Regal Row, Suite 1010, Dallas, Texas 75235 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (214) 599-6500 (Not Applicable) (Former name or former address, if changed since last report) Item 5. Other Events and Regulation FD Disclosure As previously disclosed on a Current Report on Form 8-K filed with the Securities and Exchange Commission on July 9, 2001, the registrant filed for bankruptcy protection on September 3, 1999. On May 24, 2001, the order confirming the registrant's Second Amended Chapter 11 Plan of Reorganization (the "Plan") was entered by the United States Bankruptcy Court, Middle District of Florida, Jacksonville Division. Pursuant to the Plan, all of the registrant's remaining assets (except the registrant's corporate entity) and liabilities were transferred and assigned to a liquidating trust. The liquidating trustee will liquidate the assets and distribute the proceeds to creditors in accordance with the distribution method set forth in the Plan. As a result of the confirmation of the Plan, none of the registrant's pre-confirmation creditors or stockholders, nor the liquidating trust, has recourse against the reorganized registrant, even in the event of a default under the Plan. Filed as exhibits to this Form 8-K are the Monthly Financial Reports (Business) filed by the registrant with the United States Bankruptcy Court, Middle District of Florida, Jacksonville Division for each monthly period commencing with the period September 3, 1999 to September 30, 1999 through the monthly period beginning June 1, 2001 and ending June 30, 2001. Item 7(c) Exhibits. The following exhibits are furnished in accordance with Item 601 of Regulation S-K. 99.1 Cardiac Control Systems, Inc. Monthly Financial Reports (Business) for the Period from September 3, 1999 through September 30, 1999, filed with the United States Bankruptcy Court, Middle District of Florida, Jacksonville Division on October 21, 1999. 99.2 Cardiac Control Systems, Inc. Monthly Financial Reports (Business) for the Period beginning October 1, 1999 and ending October 31, 1999, filed with the United States Bankruptcy Court, Middle District of Florida, Jacksonville Division on November 30, 1999. 99.3 Cardiac Control Systems, Inc. Monthly Financial Reports (Business) for the Period from November 1, 1999 to November 30, 1999, filed with the United States Bankruptcy Court, Middle District of Florida, Jacksonville Division on December 21, 1999. 99.4 Cardiac Control Systems, Inc. Monthly Financial Reports (Business) for the Period from December 1, 1999 to December 31, 1999, filed with the United States Bankruptcy Court, Middle District of Florida, Jacksonville Division on January 19, 2000. 99.5 Cardiac Control Systems, Inc. Monthly Financial Reports (Business) for the Period from January 1, 2000 to January 31, 2000, filed with the United States Bankruptcy Court, Middle District of Florida, Jacksonville Division on March 6, 2000. 1 99.6 Cardiac Control Systems, Inc. Monthly Financial Reports (Business) for the Period from February 1, 2000 to February 29, 2000, filed with the United States Bankruptcy Court, Middle District of Florida, Jacksonville Division on March 13, 2000. 99.7 Cardiac Control Systems, Inc. Monthly Financial Reports (Business) for the Period from March 1, 2000 to March 31, 2000, filed with the United States Bankruptcy Court, Middle District of Florida, Jacksonville Division on April 24, 2000. 99.8 Cardiac Control Systems, Inc. Monthly Financial Reports (Business) for the Period from April 1, 2000 to April 30, 2000, filed with the United States Bankruptcy Court, Middle District of Florida, Jacksonville Division on May 18, 2000. 99.9 Cardiac Control Systems, Inc. Monthly Financial Reports (Business) for the Period from May 1, 2000 to May 31, 2000, filed with the United States Bankruptcy Court, Middle District of Florida, Jacksonville Division on June 6, 2000. 99.10 Cardiac Control Systems, Inc. Monthly Financial Reports (Business) for the Period from June 1, 2000 to June 30, 2000, filed with the United States Bankruptcy Court, Middle District of Florida, Jacksonville Division on July 17, 2000. 99.11 Cardiac Control Systems, Inc. Monthly Financial Reports (Business) for the Period from July 1, 2000 to July 31, 2000, filed with the United States Bankruptcy Court, Middle District of Florida, Jacksonville Division on August 17, 2000. 99.12 Cardiac Control Systems, Inc. Monthly Financial Reports (Business) for the Period from August 1, 2000 to August 31, 2000, filed with the United States Bankruptcy Court, Middle District of Florida, Jacksonville Division on September 18, 2000. 99.13 Cardiac Control Systems, Inc. Monthly Financial Reports (Business) for the Period from September 1, 2000 to September 30, 2000, filed with the United States Bankruptcy Court, Middle District of Florida, Jacksonville Division on October 19, 2000. 99.14 Cardiac Control Systems, Inc. Monthly Financial Reports (Business) for the Period from October 1, 2000 to October 31, 2000, filed with the United States Bankruptcy Court, Middle District of Florida, Jacksonville Division on November 20, 2000. 99.15 Cardiac Control Systems, Inc. Monthly Financial Reports (Business) for the Period from November 1, 2000 to November 30, 2000, filed with the United States Bankruptcy Court, Middle District of Florida, Jacksonville Division on December 20, 2000. 99.16 Cardiac Control Systems, Inc. Monthly Financial Reports (Business) for the Period from December 1, 2000 to December 31, 2000, filed with the United States Bankruptcy Court, Middle District of Florida, Jacksonville Division on January 23, 2001. 2 99.17 Cardiac Control Systems, Inc. Monthly Financial Reports (Business) for the Period from January 1, 2001 to January 31, 2001, filed with the United States Bankruptcy Court, Middle District of Florida, Jacksonville Division on February 21, 2001. 99.18 Cardiac Control Systems, Inc. Monthly Financial Reports (Business) for the Period from February 1, 2001 to February 28, 2001, filed with the United States Bankruptcy Court, Middle District of Florida, Jacksonville Division on March 22, 2001. 99.19 Cardiac Control Systems, Inc. Monthly Financial Reports (Business) for the Period from March 1, 2001 to March 31, 2001, filed with the United States Bankruptcy Court, Middle District of Florida, Jacksonville Division on May 2, 2001. 99.20 Cardiac Control Systems, Inc. Monthly Financial Reports (Business) for the Period from April 1, 2001 to April 30, 2001, filed with the United States Bankruptcy Court, Middle District of Florida, Jacksonville Division on May 23, 2001. 99.21 Cardiac Control Systems, Inc. Monthly Financial Reports (Business) for the Period from May 1, 2001 to May 31, 2001, filed with the United States Bankruptcy Court, Middle District of Florida, Jacksonville Division on August 23, 2001. Cardiac Control Systems, Inc. Monthly Financial Reports 99.22 (Business) for the Period from June 1, 2001 to June 30, 2001, filed with the United States Bankruptcy Court, Middle District of Florida, Jacksonville Division on July 26, 2001. 3 SIGNATURE 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. RENAISSANCE ACCEPTANCE GROUP, INC. Dated: September 5, 2001 By: /s/ Michael K. Henderson --------------------------------------- Name: Michael K. Henderson Title: Chief Financial Officer, Principal Accounting Officer 4 INDEX TO EXHIBITS No. Description --- ----------- 99.1 Cardiac Control Systems, Inc. Monthly Financial Reports (Business) for the Period from September 3, 1999 through September 30, 1999, filed with the United States Bankruptcy Court, Middle District of Florida, Jacksonville Division on October 21, 1999. 99.2 Cardiac Control Systems, Inc. Monthly Financial Reports (Business) for the Period beginning October 1, 1999 and ending October 31, 1999, filed with the United States Bankruptcy Court, Middle District of Florida, Jacksonville Division on November 30, 1999. 99.3 Cardiac Control Systems, Inc. Monthly Financial Reports (Business) for the Period from November 1, 1999 to November 30, 1999, filed with the United States Bankruptcy Court, Middle District of Florida, Jacksonville Division on December 21, 1999. 99.4 Cardiac Control Systems, Inc. Monthly Financial Reports (Business) for the Period from December 1, 1999 to December 31, 1999, filed with the United States Bankruptcy Court, Middle District of Florida, Jacksonville Division on January 19, 2000. 99.5 Cardiac Control Systems, Inc. Monthly Financial Reports (Business) for the Period from January 1, 2000 to January 31, 2000, filed with the United States Bankruptcy Court, Middle District of Florida, Jacksonville Division on March 6, 2000. 99.6 Cardiac Control Systems, Inc. Monthly Financial Reports (Business) for the Period from February 1, 2000 to February 29, 2000, filed with the United States Bankruptcy Court, Middle District of Florida, Jacksonville Division on March 13, 2000. 99.7 Cardiac Control Systems, Inc. Monthly Financial Reports (Business) for the Period from March 1, 2000 to March 31, 2000, filed with the United States Bankruptcy Court, Middle District of Florida, Jacksonville Division on April 24, 2000. 99.8 Cardiac Control Systems, Inc. Monthly Financial Reports (Business) for the Period from April 1, 2000 to April 30, 2000, filed with the United States Bankruptcy Court, Middle District of Florida, Jacksonville Division on May 18, 2000. 99.9 Cardiac Control Systems, Inc. Monthly Financial Reports (Business) for the Period from May 1, 2000 to May 31, 2000, filed with the United States Bankruptcy Court, Middle District of Florida, Jacksonville Division on June 6, 2000. 99.10 Cardiac Control Systems, Inc. Monthly Financial Reports (Business) for the Period from June 1, 2000 to June 30, 2000, filed with the United States Bankruptcy Court, Middle District of Florida, Jacksonville Division on July 17, 2000. 99.11 Cardiac Control Systems, Inc. Monthly Financial Reports (Business) for the Period from July 1, 2000 to July 31, 2000, filed with the United States Bankruptcy Court, Middle District of Florida, Jacksonville Division on August 17, 2000. 99.12 Cardiac Control Systems, Inc. Monthly Financial Reports (Business) for the Period from August 1, 2000 to August 31, 2000, filed with the United States Bankruptcy Court, Middle District of Florida, Jacksonville Division on September 18, 2000. 99.13 Cardiac Control Systems, Inc. Monthly Financial Reports (Business) for the Period from September 1, 2000 to September 30, 2000, filed with the United States Bankruptcy Court, Middle District of Florida, Jacksonville Division on October 19, 2000. 99.14 Cardiac Control Systems, Inc. Monthly Financial Reports (Business) for the Period from October 1, 2000 to October 31, 2000, filed with the United States Bankruptcy Court, Middle District of Florida, Jacksonville Division on November 20, 2000. 99.15 Cardiac Control Systems, Inc. Monthly Financial Reports (Business) for the Period from November 1, 2000 to November 30, 2000, filed with the United States Bankruptcy Court, Middle District of Florida, Jacksonville Division on December 20, 2000. 99.16 Cardiac Control Systems, Inc. Monthly Financial Reports (Business) for the Period from December 1, 2000 to December 31, 2000, filed with the United States Bankruptcy Court, Middle District of Florida, Jacksonville Division on January 23, 2001. 99.17 Cardiac Control Systems, Inc. Monthly Financial Reports (Business) for the Period from January 1, 2001 to January 31, 2001, filed with the United States Bankruptcy Court, Middle District of Florida, Jacksonville Division on February 21, 2001. 99.18 Cardiac Control Systems, Inc. Monthly Financial Reports (Business) for the Period from February 1, 2001 to February 28, 2001, filed with the United States Bankruptcy Court, Middle District of Florida, Jacksonville Division on March 22, 2001. 99.19 Cardiac Control Systems, Inc. Monthly Financial Reports (Business) for the Period from March 1, 2001 to March 31, 2001, filed with the United States Bankruptcy Court, Middle District of Florida, Jacksonville Division on May 2, 2001. 99.20 Cardiac Control Systems, Inc. Monthly Financial Reports (Business) for the Period from April 1, 2001 to April 30, 2001, filed with the United States Bankruptcy Court, Middle District of Florida, Jacksonville Division on May 23, 2001. 99.21 Cardiac Control Systems, Inc. Monthly Financial Reports (Business) for the Period from May 1, 2001 to May 31, 2001, filed with the United States Bankruptcy Court, Middle District of Florida, Jacksonville Division on August 23, 2001. Cardiac Control Systems, Inc. Monthly Financial Reports 99.22 (Business) for the Period from June 1, 2001 to June 30, 2001, filed with the United States Bankruptcy Court, Middle District of Florida, Jacksonville Division on July 26, 2001.

Number of Shares Percentage of Shares Name Beneficially Owned Beneficially Owned ---- ------------------ ------------------ Daniel T. Phillips (1)................... 3,161,082.62 63.2% Paul W. Fagan (2)........................ 620,906.75 12.4% Joshua J. Daniel......................... 459,930.92 9.2% Nancy J. Pfeiffer........................ 50,265.68 1.0% Michael K. Henderson..................... 50,265.68 1.0% All Executive Officers and Directors............................... 4,342,451.65 86.8% (1) Consists of 2,931,117.16 shares beneficially owned by Danmer, LLC and 229,965.46 shares beneficially owned by The Mankoff Irrevocable Trust. Danmer, LLC holds proxy-voting power for the shares beneficially owned by The Mankoff Irrevocable Trust. Mr. Phillips is a member and the sole manager of Danmer, LLC. Does not include 1,005.31 shares beneficially owned by FirstPlus Financial Group, Inc. Mr. Phillips is the Chief Executive Officer of FirstPlus Financial Group, Inc. Mr. Phillips disclaims beneficial ownership of the shares held by FirstPlus Financial Group, Inc. (2) Consists of 620,906.75 shares beneficially owned by Greyhound, LLC. Mr. Fagan is the sole member and sole manager of Greyhound, LLC.

Name Age Position Daniel T. Phillips 51 Chairman of the Board of Directors Paul W. Fagan 36 President and Chief Executive Officer, Director Joshua J. Daniel 32 Executive Vice President, Director Michael K. Henderson 47 Executive Vice President, Chief Financial Officer and Secretary Nancy J. Pfeiffer 48 Executive Vice President

RHI unaudited consolidated financial statements as of March 31, 2001 and for the three months ended March 31, 2001 and 2000 F-1 RAC consolidated financial statements as of December 31, 2000 and for the year then ended F-5 ULP statements of operations, changes in partners' capital, and cash flows for the years ended December 31, 2000 and 1999 F-17 (b) Pro forma financial information. RHI unaudited pro forma combined statement of operations F-28 RAG and RHI unaudited pro forma condensed combined balance sheet at March 31, 2001 F-29

ASSETS Cash and cash equivalents $ 916,703 Restricted certificate of deposit 60,000 Accounts receivable and prepaid expenses 156,048 Loans held for sale 18,146,437 Loans held for investment 535,549 Contracts for deed held for sale 1,523,034 Real estate held for sale 709,016 Property and equipment, net 392,802 Other assets 30,727 --------------- Total assets $ 22,470,316 =============== LIABILITIES AND STOCKHOLDERS' DEFICIT Warehouse lines and notes payable $ 18,859,454 Accounts payable and accrued liabilities 625,994 Deferred gain 31,789 Subordinate debt, net of discount 3,972,222 --------------- Total liabilities 23,489,459 --------------- STOCKHOLDERS' DEFICIT: Preferred stock, 500,000 shares authorized, par value of $0.01, no shares issued or outstanding - Common stock, 1,830,000,000 shares authorized, par value of $0.01, 4,705,000 shares issued and outstanding 47,050 Additional paid-in capital 365,563 Accumulated deficit (1,431,756) ---------------- Total stockholders' deficit (1,019,143) ---------------- $ 22,470,316 ================

FOR THE THREE MONTHS ENDED MARCH 31, ---------------- ------ ---------------- 2001 2000 ---------------- ---------------- (Unaudited) (Unaudited) NET REVENUES: Sales of residential real estate $ 2,788,422 $ - Cost of residential real estate sold (2,124,001) - Gain on sales of loans 616,247 - Other income 133,376 1,060 --------------- --------------- Total net revenues 1,414,044 1,060 OPERATING EXPENSES: Personnel and related expense 799,778 105,992 General and administrative 501,533 53,815 Depreciation and amortization 37,973 350 --------------- --------------- Total operating expenses 1,339,284 160,157 --------------- --------------- Income (loss) from operations 74,760 (159,097)_ --------------- ----------------- Interest expense, net of interest income (197,470) - ---------------- ------------- Net loss $ (122,710) $ (159,097) ================ ================

FOR THE THREE MONTHS ENDED MARCH 31, ------------------- -- -------------------- 2001 2000 ------------------- -------------------- (Unaudited) (Unaudited) CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (122,710) $ (159,097) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Deprecation and amortization expense 40,750 350 Net changes in assets and liabilities: Accounts receivable, prepaid expenses and other assets (43,648) (29,495) Loans held for sale and warehouse lines payable, net 255,703 (175,128) Contracts for deed held for sale (265,878) - Real estate held for sale 665,673 (189,874) Accounts payable and accrued liabilities 51,150 124,967 Deferred gain (118,709) 42,247 ------------------ ------------------ Net cash provided by (used in) operating activities 462,331 (386,030) CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property and equipment (76,874) (10,473) Loans held for investment, net of principal collections 31,212 - ----------------- ------------------- Net cash used in investing activities (45,662) (10,473) CASH FLOWS FROM FINANCING ACTIVITIES: Issuance of preferred shares - 500,000 Preferred dividends - (10,233) ------------------ ------------------- Net cash provided by financing activities - 489,767 NET CHANGE IN CASH AND CASH EQUIVALENTS 416,669 93,264 CASH AND CASH EQUIVALENTS, beginning of period 500,034 - ----------------- ------------------- CASH AND CASH EQUIVALENTS, end of period $ 916,703 $ 93,264 ================= ==================

Real Mortgage Estate Banking Total ---------------- ---------------- ---------------- Three Months Ended March 31, 2001 ------------------------------------------------- Revenues from external customers $ 1,959,927 $ 1,159,098 $ 3,119,025 Gross profit $ 796,591 $ 617,453 $ 1,414,044 Income (loss) from operations $ (211,014) $ 88,304 $ (122,710) As of March 31, 2001 ------------------------------------------------- Identifiable assets $ 4,137,620 $ 18,332,696 $ 22,470,316

ASSETS Cash and cash equivalents $ 500,034 Restricted certificate of deposit 60,000 Accounts receivable and prepaid expenses 129,104 Loans held for sale 14,489,736 Loans held for investment, net of reserves of $74,716 566,760 Contracts for deed held for sale 1,257,156 Real estate held for sale 1,374,689 Property and equipment, net of accumulated depreciation of $89,405 353,901 Other assets 14,022 --------------- Total assets $ 18,745,402 =============== LIABILITIES AND SHAREHOLDERS' DEFICIT Warehouse lines and notes payable $ 14,947,048 Accounts payable and accrued liabilities 574,844 Deferred gain 150,498 Subordinated debt, net of discount (Note 6) 3,969,445 --------------- Total liabilities 19,641,835 --------------- COMMITMENTS AND CONTINGENCIES (Notes 5 and 10) SHAREHOLDERS' DEFICIT: Preferred stock, 500,000 shares authorized, par value of $0.01, no shares designated or outstanding - Common stock, 500,000 shares authorized, par value of $0.01, 2,500 shares issued and outstanding 25 Additional paid-in capital 412,588 Accumulated deficit (1,309,046) --------------- Total shareholders' deficit (896,433) --------------- Total liabilities and shareholders' deficit $ 18,745,402 ===============

NET REVENUES: Sales of residential real estate $ 4,343,685 Cost of residential real estate sold (3,679,398) Other income 106,811 ----------------- Total net revenues 771,098 OPERATING EXPENSES: Personnel and related expenses 1,209,186 General and administrative 725,966 Depreciation and amortization 39,006 ----------------- Total operating expenses 1,974,158 ----------------- LOSS FROM OPERATIONS (1,203,060) INTEREST EXPENSE, net of $169,882 in interest income (105,986) ----------------- NET LOSS $ (1,309,046) ==================

ADDITIONAL TOTAL PREFERRED STOCK COMMON STOCK PAID-IN ACCUMULATED SHAREHOLDERS' -------------------------- --------------------------- SHARES AMOUNT SHARES AMOUNT CAPITAL DEFICIT DEFICIT ------------ ------------- ------------- ------------ ----------- ----------- ------------- Balance at January 1, 2000 - $ - 1,000 $ 10 $ 990 $ - $ 1,000 Issuance of preferred shares 50,000 500 - - 499,500 - 500,000 Preferred dividends (28,387) (28,387) Redemption of preferred shares (50,000) (500) (499,500) (500,000) Conversion of debt to common stock 1,500 15 399,985 400,000 Issuance of common stock by shareholder in connection with subordinated debt 33,333 33,333 Warrants issued in connection with acquisition 6,667 6,667 Net loss - - - - - (1,309,046) (1,309,046) ------------ ------------- ------------- ------------ ----------- ----------- ------------ Balance at December 31, 2000 - $ - 2,500 $ 25 $412,588 $(1,309,046) $ (896,433) ============ ============= ============= ============ =========== ============ =============

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2000 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (1,309,046) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation 39,006 Amortization of debt discount 2,777 Net change in assets and liabilities: Accounts receivable, prepaid expenses and other assets (91,002) Accounts payable and accrued liabilities 388,599 Loans held for sale and warehouse lines payable, net 649,406 Contracts for deed held for sale (1,257,156) Real estate held for sale (1,374,689) Deferred gain 150,498 ---------------- Net cash used in operating activities (2,801,607) ----------------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property and equipment (361,218) Purchase of notes receivable (263,682) Loans held for investment (236,567) Cash paid for acquisition net of cash acquired (208,505) ---------------- Net cash used by investing activities (1,069,972) ----------------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from subordinated debt 4,400,000 Issuance of preferred shares 500,000 Redemption of preferred shares (500,000) Preferred dividends (28,387) ---------------- Net cash provided by financing activities 4,371,613 ---------------- NET INCREASE IN CASH 500,034 CASH, beginning of year - ---------------- CASH, end of year $ 500,034 ================ SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Interest paid $ 187,959 Common stock issued for debt conversion $ 400,000 Common stock issued in connection with subordinated debt issuance $ 33,333 Warrants issued in connection with an acquisition $ 6,667

United Company Lending Total ------------------ ---------------- ---------------- Total revenues $ 4,343,685 $ 1,353,642 $ 5,697,327 Net loss $ (1,309,046) $ (34,831) $ (1,343,877) Total assets at December 31, 2000 $ 4,500,000 $ 14,245,000 $ 18,745,000

Subordinated debt at December 31, 2000 consists of the following: 10% Senior Subordinated Debt with a trust. Interest is payable quarterly and principal is due at maturity on September 30, 2003. This debt is collateralized by a blanket security interest in substantially all of the Company's assets but is subordinate to the credit facilities described in Note 5 above. The carrying amount is net of unamortized issuance discounts of $30,555. $ 1,969,445 15% Junior Subordinated Debt payable to a trust affiliated with a significant Company shareholder. Interest payments are due monthly with principal due at maturity on September 30, 2003. This note is collateralized by real estate and consumer obligations, and is subordinate to the Senior Subordinated Debt and to the warehouse lines described in Note 5. 2,000,000 ----------- $ 3,969,445 ===========

Deferred tax asset resulting from accrual to cash adjustment for tax $ 60,000 Deferred tax asset resulting from net operating loss 380,000 Valuation allowance (440,000) --------------- $ - =============

Real Mortgage Estate Banking Total ---------------- ---------------- ---------------- Revenues from external customers $ 4,344,000 - $ 4,344,000 Gross profit $ 771,000 - $ 771,000 Loss from operations $ (1,203,000) - $ (1,203,000) Identifiable assets $ 4,500,000 $ 14,245,000 $ 18,745,000 ************************

FOR THE YEAR ENDED DECEMBER 31, ------------------- -- ------------------- 2000 1999 ------------------- ------------------- REVENUES: Gain on sales of loans $ 1,038,968 $ 215,651 Interest income 314,674 55,794 ------------------ ----------------- Total net revenues 1,353,642 271,445 ------------------ ----------------- OPERATING EXPENSES: Personnel and related expense 712,505 265,771 General and administrative 661,799 204,290 Depreciation and amortization 14,169 30,000 ------------------ ----------------- Total operating expenses 1,388,473 500,061 ------------------ ----------------- NET LOSS $ (34,831) $ (228,616) =================== ==================

General Limited Partner Partners Total ------------------ ------------------ ------------------ BALANCES, January 1, 1999 $ - $ 638,288 $ 638,288 Capital contribution - 20,000 20,000 Net loss - (228,616) (228,616) ----------------- ------------------ ---------------- BALANCES, December 31, 1999 $ - $ 429,672 $ 429,672 Capital contribution 20,000 20,000 Net loss - (34,831) (34,831) ----------------- ------------------ ---------------- BALANCES, December 31, 2000 $ - $ 414,841 $ 414,841 ================= ================= ===============

FOR THE YEAR ENDED DECEMBER 31, --------------- -- ---------------- 2000 1999 --------------- ---------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (34,831) $ (228,616) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation 14,169 30,000 Changes in assets and liabilities: Loans receivable and warehouse lines payable, net (38,056) (77,870) Prepaid expenses (196,554) (4,567) Other assets (38,694) 5,757 Accounts payable and accrued liabilities 120,922 (205) -------------- --------------- Net cash used in operating activities (173,044) (275,501) CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of furniture and equipment (18,376) (47,637) Increase in restricted cash (60,000) - --------------- ------------- Net cash used in investing activities (78,376) (47,637) CASH FLOWS FROM FINANCING ACTIVITIES: Contributed capital 20,000 20,000 Increase in other notes payable 18,000 42,000 -------------- -------------- Net cash provided by financing activities 38,000 62,000 -------------- -------------- NET CHANGE IN CASH AND CASH EQUIVALENTS (213,420) (261,138) CASH AND CASH EQUIVALENTS, beginning of year 359,755 620,893 -------------- -------------- CASH AND CASH EQUIVALENTS, end of year $ 146,335 $ 359,755 ============== ============== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION - Interest paid $ 403,000 $ 222 ============== ==============

2000 1999 ----------------- ----------------- Sales proceeds and fees earned $ 75,295,094 $ 19,435,999 Cost of sales (74,256,126) (19,220,348) ---------------- ----------------- $ 1,038,968 $ 215,651 =============== ===============

UNITED REMODELERS LENDING ACCEPTANCE COMBINED ---------------- ------------------ ----------------- NET REVENUES: Sales of residential real estate $ - $ 4,343,685 $ 4,343,685 Cost of residential real estate sold - (3,679,398) (3,679,398) Gain on sale of loans 1,038,968 - 1,038,968 Other income - 106,811 106,811 ------------------ --------------- --------------- Total net revenues 1,038,968 771,098 1,810,066 OPERATING EXPENSES: Personnel and related expense 712,505 1,209,186 1,921,691 General and administrative 661,799 725,966 1,387,765 Depreciation and amortization 14,169 39,006 53,175 --------------- --------------- --------------- Total operating expenses 1,388,473 1,974,158 3,362,631 Loss from operations (349,505) (1,203,060) (1,552,565) Interest (expense), net of interest income 314,674 (105,986) 208,688 --------------- ---------------- --------------- Net loss $ (34,831) $ (1,309,046) $ (1,343,877) ================ ================ ================

Renaissance Acceptance Group, Inc. and Remodelers Holdings, Inc. Unaudited Pro Forma Condensed Combined Balance Sheet As of March 31, 2001 Pro Forma Renaissance Renaissance Acceptance Remodelers Pro Forma Acceptance Group, Inc. Holdings, Inc. Adjustments Group, Inc. ---------------- ---------------- --------------- ---------------- Assets: Cash and cash equivalents $ - $ 916,703 $ - $ 916,703 Restricted certificate of deposit - 60,000 - 60,000 Accounts receivable and prepaid expenses - 156,048 - 156,048 Loans held for sale - 18,146,437 - 18,146,437 Loans held for investment - 535,549 - 535,549 Contracts for deed held for sale - 1,523,034 - 1,523,034 Real estate held for sale - 709,016 - 709,016 Property and equipment, net - 392,802 - 392,802 Other assets - 30,727 - 30,727 ---------------- ---------------- --------------- ---------------- $ - $22,470,316 $ - $22,470,316 ================ ================ =============== ================ Liabilities and stockholders' deficit: Warehouse lines and notes payable $ - $18,859,454 $ - $18,859,454 Accounts payable and accrued liabilities - 625,994 - 625,994 Deferred gain - 31,789 - 31,789 Subordinate debt, net of discount - 3,972,222 - 3,972,222 ---------------- ---------------- --------------- ---------------- Total liabilities - 23,489,459 - 23,489,459 ---------------- ---------------- --------------- ---------------- Stockholders' deficit: Preferred stock, 5,000,000 shares authorized, par value of $ 0.001, no shares issued or outstanding - - - - Common stock, 95,000,000 shares authorized, par value of $ 0.001, 5,000,000 shares issued and outstanding - 47,050 (42,050) 5,000 Additional paid-in capital - 365,563 42,050 407,613 Accumulated deficit - (1,431,756) - (1,431,756) ---------------- ---------------- --------------- ---------------- Total stockholders' deficit - (1,019,143) - (1,019,143) ---------------- ---------------- --------------- ---------------- $ - $22,470,316 $ - $22,470,316 ================ ================ =============== ================

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