FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 20042007
-------------
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 0-17214
ADMIRAL FINANCIAL CORP.
-----------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
FLORIDA 59-2806414
------- ----------- ------------------------ -------------------
(State of incorporation) (I.R.S. Employer
Identification No.)
7101 Southwest 67 Avenue
South Miami, Florida 33143
-------------------- ------ --------------------------------------- ----------
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: 305-669-6117
--------------------------
Securities registered pursuant to Section 12(b) of the Act:
None
----
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.001 per share
---------------------------------------
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act.
Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act.
Yes [ ] No [X]
Indicate by check mark whether the Registrantregistrant (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[X] No ---[ ]
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of Registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K ____.10-K. [ ]
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, or a non-accelerated
filer. See definition of "accelerated filer" or "large
accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one):
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [X]
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).
Yes [X] No [ ]
Aggregate market value of the voting stock held by non-affiliatesnon-
affiliates of the Registrant as of September 26, 20042007 (based on the
last closing sale price as reported on the OTC Bulletin Board on
such date) was NO BID.
Number of shares of common stock outstanding as of September 26,
2004,2007, was 10,985,046.
DOCUMENTS INCORPORATED BY REFERENCE
None
----
ADMIRAL FINANCIAL CORP.
FORM 10-K
TABLE OF CONTENTS
Page
----
Part I
Item 1. Business 12
Item 2. Properties 52
Item 3. Legal Proceedings 52
Item 4. Submission of Matters to a Vote of Security Holders 63
Part II
Item 5. Market for the Registrant's Common Stock
and Related Security Holder Matters 73
Item 6. Selected Consolidated Financial Data 74
Item 7. Management's Discussion and Analysis of Consolidated
Financial Condition and Results of Operations 85
Item 8. Consolidated Financial Statements 95
Item 9. Disagreements on Accounting and Financial
Disclosure 95
Part III
Item 10. Directors and Executive Officers of the Registrant 96
Item 11. Executive Compensation 106
Item 12. Security Ownership of Certain Beneficial
Owners and Management 127
Item 13. Certain Relationships and Related Transactions 138
Part IV
Item 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K 148
PART I
ITEM 1. BUSINESS.
ADMIRAL FINANCIAL CORP. ("ADMIRAL"), an inactive corporation,
is currently seeking to recapitalize the Company in order to resume
its prior activities with respect to the acquisition and investment
in interest-earning assets and specialty real estate, as well as
other new lines of business, as yet unidentified. Admiral has been a plaintiff in an unsuccessful
Winstar-type action against the United States government in the United States
Court of Federal Claims since 1993.
This discussion may contain statements regarding future financial
performance and results. The realization of outcomes consistent with these
forward-looking statements is subject to numerous risks and uncertainties to
the Company including, but not limited to, the availability of equity capital
and financing sources, the availability of attractive acquisition
opportunities once such new equity capital and financing is secured (if at
all), the successful integration and profitable management of acquired
businesses, improvement of operating efficiencies, the availability of
working capital and financing for future acquisitions, the Company's ability
to grow internally through expansion of services and customer bases without
significant increases in overhead, seasonality, cyclicality, and other risk
factors.
Admiral is presently conducting virtually no business
operation, other than its efforts to effect a merger, exchange of
capital stock, asset acquisition, recapitalization, or other similar
business combination (a "Recapitalization") with an operating or
development stage business which Admiral considers to have
significant growth potential. Admiral currently receives no cash
flow. Admiral anticipates no capital infusions prior to effectuating
a Recapitalization. Until such time as Admiral effectuates a
Recapitalization, with the exception of certain other professional
fees and costs for such a transaction, Admiral currently expects
that it will incur minimal future operating costs.
No officer or director of Admiral is paid any type of
compensation by Admiral and presently, there are no arrangements or
anticipated arrangements to pay any type of compensation to any
officer or director in the near future. Admiral expects that it will
meet its cash requirements until such time as a Recapitalization
occurs. However, in the event Admiral depletes its present cash
reserves, or in the event that Admiral management ceases to perform
it's duties on a non-compensatory basis, Admiral may cease
operations and a Recapitalization may not occur. There are no
agreements or understandings of any kind with respect to any loans
from officers or directors of Admiral on the Company's behalf.
This discussion may contain statements regarding future
financial performance and results. The realization of outcomes
consistent with these forward-looking statements is subject to
numerous risks and uncertainties to the Company including, but not
limited to, the availability of equity capital and financing
sources, the availability of attractive acquisition opportunities
once such new equity capital and financing is secured (if at all),
the successful integration and profitable management of acquired
businesses, improvement of operating efficiencies, the availability
of working capital and financing for future acquisitions, the
Company's ability to grow internally through expansion of services
and customer bases without significant increases in overhead,
seasonality, cyclicality, and other risk factors.
ITEM 2. PROPERTIES.
Admiral Financial Corp.'s principal office is located in South
Miami, Florida. The Company is currently being allowed to share,
free of charge, certain office facilities and office equipment
located at 7101 Southwest 67 Avenue, South Miami, Florida 33143.
Admiral does not have any lease obligations.
ITEM 3. LEGAL PROCEEDINGS.
On August 5, 1993, Admiral filed a Complaint against the United
States of America in the United States Court of Federal Claims, arising
in part out of contractual promises made to Admiral by the United States'
Government, acting through the Federal Home Loan Bank Board ("FHLBB") and
the Federal Savings and Loan Insurance Corporation ("FSLIC") pursuant to
their statutory supervisory authority over federally insured savings and
loan institutions and savings banks (hereinafter referred to a "thrifts"
or "thrift institutions"), and in part out of takings of property by the
FHLBB and FSLIC in the course of exercising that authority. This action was
originally stayed by order of the Court dated September 3, 1993, pending
the en banc decision on rehearing of the Court of Appeal for the Federal
Circuit in Winstar Corp., et al. v. United States, a pending action which
Admiral management believes to contain a similar fact pattern.
On August 30, 1995, the United States Court of Appeals for the Federal
Circuit, in an en banc decision, affirmed the summary judgment decisions by
the Court of Federal Claims on the liability portion of the breach of
contract claims against the United States in Winstar, and in two other similar
cases (Statesman and Glendale) which had been consolidated for purposes of
the appeal. In its Winstar decisions, the Court of Federal Claims found that
an implied-in-fact contract existed between the government and Winstar, and
that the government breached this contract when Congress enacted FIRREA.
In Statesman and Glendale, that Court found that the Plaintiffs had express
4
contracts with the government which were breached by the enactment of FIRREA.
The federal government appealed the Winstar decisions to the United States
Supreme Court. On November 14, 1995, Admiral's action (and all other similar
actions) was stayed by order of the Court, pending the outcome of that appeal.
On July 1, 1996, the United States Supreme Court concluded in Winstar
that the United States is liable for damages for breach of contract,
affirmed the summary judgment decisions in Winstar, and remanded the
cases to the Court of Federal Claims for further hearings on the calculation
of damages. The majority of the Court found no reason to question the
Federal Circuit's conclusion that the Government had express contractual
obligations to permit respondents to use goodwill and capital credits in
computing their regulatory capital reserves. When the law as to capital
requirements changed, the Government was unable to perform its promises and
became liable for breach under ordinary contract principles.
Subsequent to the United States Supreme Court decision in Winstar, the
stay on Admiral's litigation proceedings has been lifted. Admiral's Motion
for Summary Judgment, together with several other motions, claims and
counter-claims filed by all the Parties to the litigation, were argued in
two hearings at the United States Court of Claims on December 18, 2001,
and on January 10, 2002. On October
16, 2002, the Court granted the Admiral Motion for Summary Judgment in
part, by finding that the United States Government liable for damages for
breach of contract, pending the taking of testimony regarding a possible
prior material breach by Admiral. A trial was conducted during December
2002, and testimony was taken regarding the value of the assets
originally contributed by Admiral, and the Government's arguments
regarding Admiral's prior material breach were heard by the Court. On
August 1, 2003, the Court held in favor of the United States Government,
stating that Admiral had committed a prior material breach when the
Company did not meet the minimum capital requirement at March 31, 1989,
despite the fact that FIRREA was enacted (on August 9, 1989) prior to the
end of Admiral's "cure period" (October 16, 1989), thereby making such a
cure impossible to perform. Admiral appealed, and the finding of the
Court of Federal Claims was affirmed in August 2004. Admiral will not
pursue this litigation any further.
Admiral is not a party to any other legal proceedings.
2
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not Applicable.
4
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
SECURITY HOLDER MATTERS.
Admiral's common stock currently trades on the Over-The-CounterOver-The-
Counter Market (often referred to as the Pink Sheets) under the
symbol ADFK.
On June 21, 1988, Admiral's common stock began trading on the
National Association of Securities Dealers Automatic Quotation
System (NASDAQ) under the symbol ADFC. In 1989, Admiral was
notified by NASDAQ that Admiral's net worth did not meet the minimum
standards for listing on the NASDAQ National Market System and that
Admiral's stock would begin trading in the "over-the-counter" market
after September 30, 1989, if the minimum capital standards were not
met.
From September 30, 1989 until October 1999, Admiral's shares
were listed in the over-the-counter market on the OTC Bulletin
Board. Admiral was notified in October 1999 that as an inactive
Company, trading on the OTC Bulletin Board would no longer be
allowed. There is currently no firm making an active market in
Admiral'sAdmiral stock. The Company was notified of a change in the stock
symbol from ADFC to ADFK in January 1999.
The following table sets forth, for the periods indicated, the
high and low sales prices as reported on the OTC Bulletin Board.
Ask Bid
------------------------ --------------
High Low High Low
---- --- ---- --------- ------ ------ ------
2003:2006:
First Quarter 0.01 0.001 0.0010.0001 N/A
Second Quarter 0.01 0.001 0.0010.0001 N/A
Third Quarter 0.01 0.001 0.0001 N/A
Fourth Quarter 0.01 0.001 0.0001 N/A
2004:2007:
First Quarter 0.01 0.001 0.0001 N/A
Second Quarter 0.01 0.001 0.0001 N/A
Third Quarter 0.01 0.001 0.0001 N/A
Fourth Quarter 0.01 0.001 0.0001 N/A
As of June 30, 2004,2007, there were 497 stockholders of record.
The Company has not paid cash dividends since inception. The
Company anticipates that for the foreseeable future any earnings
from future operations will be retained for use in its business and
no cash dividends will be paid on its common stock. Declaration of
dividends in the future will remain within the discretion of the
Company's Board of Directors, which will review its dividend policy
from time to time on the basis of the company's financial condition,
capital requirements, cash flow, profitability, business outlook and
other factors.
3
ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA.
Admiral was formed in 1987 for the purpose of effecting a
Contributed Property Exchange Offer and Merger and had no prior
operating history. Admiral's acquisition occurred as of June 30,
1988. The following table sets forth selected consolidated financial
data for Admiral for the five years ended June 30, 2004.2007. In
addition, selected financial data on the financial
5
position of
Admiral is shown as of June 30, 2007, 2006, 2005, 2004, 2003, 2002, 2001, and 2000.2003.
Such information is qualified in its entirety by the more detailed
information set forth in the financial statements and the notes
thereto included elsewhere herein.
Year ended June 30,
--------------------------------------------
2007 2006 2005 2004 2003
2002 2001 2000
---- ---- ---- ---- ----------- ------ ------ ------ ------
(Dollars in thousands except per share data)
Admiral income $ 0 0 0 0 0
Haven:
Interest income - - - - -
Interest expense - - - - -
------------- ------ ------ ------ ------
Net interest income
before provision
for loan losses
(expense) 0 0 0 0 0
Provision for loan losses - - - - -
------------- ------ ------ ------ ------
Net interest income
(expense) after
provision for
loan losses 0 0 0 0 0
Loss before extraordinary
item and cumulative effect
of change in accounting
principle 0 0 0 0 0
Extraordinary item - - - - -
Cumulative effect of change in
accounting principle - - - - -
------- ------ ------ ------ ------
Net earnings (loss) $ 0 0 0 0 0
======= ====== ======= ======= =======
Earnings (loss) per share $ 0.00 0.00 0.00 0.00 0.00
Year ended June 30,
--------------------------------------------
2007 2006 2005 2004 2003
2002 2001 2000
----- ---- ---- ---- ----------- ------ ------ ------ ------
(Dollars in thousands except per share data)
Net assets of Haven $ - - - - -
Total assets 0 0 0 0 0
Net liabilities of Haven - - - - -
Total liabilities 24 24 24 24 24
Total stockholders' equity (deficit) (24) (24) (24) (24) (24)
Book value (deficit) per common share (.00) (.00) (.00) (.00) (.00)
Number of offices of Admiral 1 1 1 1 1
4
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED
FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Results of Operations
- ---------------------
Admiral was formed in 1987 and has had no operations since
1990. Admiral has been inactive since 1990.
Comparison of Years Ended June 30, 20042007 and 20032006
- ------------------------------------------------
Admiral was inactive, and recorded no revenues or expenses
during either period.
6
Comparison of Years Ended June 30, 20032006 and 20022005
- ------------------------------------------------
Admiral was inactive, and recorded no revenues or expenses
during either period.
Liquidity and Capital Resources
- -------------------------------
Admiral is currently inactive. There is no corporate
liquidity, no available capital resources, and no immediately
foreseeable prospects for the future improvement of Admiral's
financial picture. Admiral management intends to seek a new line of
business, as yet unidentified. In connection therewith, Admiral's
management believes that a restructuring of Admiral may be necessary
in order to raise capital for new operations, and any such
restructuring may have a substantial dilutive effect upon Admiral's
existing shareholders. Admiral has no known ongoing commitments or
obligations other than with respect to its obligations related to the
acquisition and subsequent confiscation of Haven.obligations.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements and schedules listed in Item 14
hereof and included in this report on Pages F-1 through F-11 are
incorporated herein by reference.
ITEM 9. CHANGES IN, AND DISAGREEMENTS WITH, ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
Not Applicable.
5
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth, as of June 30, 2004,2007, certain
information with respect to the directors and executive officers
continuing in office until their successors have been elected and
qualified.
Officer
And/or
Director
Name Age Position Since
---- --- -------- -----
Wm. Lee Popham 53
Officer
And/or
Director
Name Age Position Since
- ---- --- ------------------------ --------
Wm. Lee Popham 56 Chairman of the Board, 1987
Chief Executive Officer,
President and Chief
Financial Officer
Certain background information for the director is set forth
below.
WM. LEE POPHAM has served as Chairman of the Board and
President of
7
Admiral since its inception in 1987. He has also been
an independent corporate planning and acquisition consultant since
1996, as well as the Sr. Vice President - Finance of IES Daniel
Electrical Contractors, Inc., Miami, Florida, (a wholly-owned
electrical contractor subsidiary of Integrated Electrical Services,
Inc., Houston, Texas, NYSE-IES) since
January 1999, and-IESC)from 1997 to 2006; a Senior Sales
Associate with Jeanne Baker Realty, Inc., Miami, Florida, since
2002. He had also served as Chairman of the Board2002, and President of Caesar Creek Holdings, Inc. (CCH), Miami, Florida (a financial
acquisition company)Business Manager - Design Practice with DMJMH&N, Los
Angeles, CA since June 1985, and in various other officer and
director positions with several subsidiaries and affiliates of CCH, until
its liquidation in December 1989. He has also served as a Director and
Secretary-Treasurer of Jeanne Baker, Inc., a real estate brokerage company
located in Dade County, Florida, since 1973, and was actively employed by
that Company from 1990 until its sale in 1996.April 2006. He previously served as President of
First Atlantic Capital Corporation, Miami, Florida (an investment
company) from July 1983 to May 1985. Prior thereto, he was a
partnerPartner in the accounting firm of KPMG Peat Marwick, LLP, Miami,
Florida, where he practiced as a Certified Public Accountant. He
also served as a director of Cruise America, Inc.(AMEX-RVR), Mesa,
Arizona (a recreational vehicle rental and sales corporation), which
shares were traded on the American Stock Exchange until its sale to
Budget Group, Inc.(NYSE-BD), from 1984 until 1991.
ITEM 11. EXECUTIVE COMPENSATION
Cash Compensation
- -----------------
The following table sets forth certain information with
respect to the Chief Executive Officer, and each other executive
officer of Admiral and/or Haven whose total cash compensation
exceeded $100,000 during the year ended June 30, 2004.2005.
Name and
Annual Compensation Awards
Name and --------------------------------------
Principal Position -------------------------- Year Salary Bonus Other
------------------ ---- ------ ----- -----
Wm. Lee Popham 20042007 $ --- --- ---
Chairman and President 20032006 --- --- ---
Chief Executive Officer 20022005 --- --- ---
Incentive Bonus Plan
- --------------------
Admiral has a policy of paying discretionary bonuses to
eligible officers and employees based upon the individual's
performance. Under the plan, Admiral and its subsidiaries
distribute approximately 20% of Admiral's consolidated pre-tax
profits in the form of cash bonuses awarded by the Compensation
Committee of the Board of Directors, based on management's
recommendations and evaluations of performance. No bonuses have
been paid during the periods covered by this Report on Form 10K.
Retirement Plan
- ---------------
No Admiral employee is currently covered under any form of
retirement plan.
In prior years, Haven employees were covered under a non-contributorynon-
contributory trusteed pension plan, which was replaced by a
contributory Section 401(k) plan for Admiral and Haven employees on
March 31, 1989. Employees were permitted to contribute amounts up
to 6% of their annual salary to this plan, with the employer
providing matching contributions at a rate of 50% of such employee's
contributions (to a maximum of 3% of such employee's salary),
together with a discretionary contribution amount not exceeding 1%
of covered compensation. No payments have been required to be paid
during the periods covered by this Report on Form 10K.
Stock Compensation Program
- --------------------------
The Board of Directors and shareholders of Admiral adopted the
1988 Stock Compensation Program (the "Program"), effective December
19, 1988, for the benefit of directors, officers and other employees
of Admiral and its subsidiaries, including Haven, who are deemed to
be responsible for the
8
future growth of Admiral. Under the Program,
Admiral has reserved 1,100,000 shares of authorized but unissued
Common Stock for the future issuance of option grants. Options
granted under the Program can be in the form of incentive options,
compensatory options, stock appreciation rights, performance shares,
or any combination thereof.
There have been no grants of any rights or options to any
director, officer or employee of Admiral or any affiliate. The
Company expects to distribute such option grants in the event of any
Recapitalization transaction.
6
Employee Stock Purchase Plan
- ----------------------------
The Board of Directors and shareholders of Admiral approved
the 1988 Employee Stock Purchase Program on December 19, 1988,
enabling the directors, officers and employees of Admiral and its
affiliates to acquire a proprietary interest in Admiral's Common
Stock through a payroll deduction program. This plan has been
suspended by Admiral management.
Employment Agreements
- ---------------------
There are no employment agreements between Admiral and any of
Admiral's employees.
Indebtedness of Management
- --------------------------
Admiral has made no loans to its directors, officers or
employees.
Compensation of Directors
- -------------------------
While each Director is entitled to receive $500 plus
reasonable out-of-pocket expenses for attending each meeting, each
Director volunteered to suspend the receipt of all director fees due
to Admiral's current financial condition, beginning with the meeting
held during the third fiscal quarter of the fiscal year ended June
30, 1989. This suspension of payments includes additional
compensation paid for attendance of committee meetings.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth information regarding the
beneficial ownership of Admiral's Common Stock as of June 30, 20032006
by (i.) each person who is known by Admiral to own beneficially 5%
or more of Admiral's Common Stock, (ii.) each Director and/or
officer of the Company, and (iii.) all Directors and executive
officers of Admiral as a group. Except as indicated below, each
person has sole dispositive and voting power with respect to the
shares of Common Stock indicated.
Amount and Percent
Nature of of
Name and Address of Beneficial Common
Beneficial Owner Ownership Stock
---------------- --------- ------ --------------------------------- ---------- ------
Wm. Lee Popham (l) 1,923,684 17.51%
7101 Southwest 67 Avenue
South Miami, Florida 33143
Ti-Aun Plantations, N.V. 889,007 8.09%
Suite 600
600 Brickell Avenue
Miami, Florida 33131
David C. Popham (2) 668,651 6.09%
3166 Commodore Plaza
Coconut Grove, Florida 33133
All directors and
executive officers as a group
(1 person) 1,923,684 17.51%
(1) Includes 46,278 shares held in a testamentary trust for
members of Wm. Lee Popham's family, for which Mr. Popham
disclaims beneficial ownership. Does not include any shares
directly or beneficially owned by David C. Popham (his
brother) or Jeanne M. Baker (his mother).
(2) Includes 76,185 shares held jointly by David C. Popham and
Valerie P. Popham, his wife. Also includes 119,928 shares
held jointly by David C. Popham and Jeanne M. Baker, the
mother of David C. Popham and Wm. Lee Popham. Does not
include any shares beneficially owned by Wm. Lee Popham, the
brother of David C. Popham.
7
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Wm. Lee Popham, the Chairman and President of Admiral, was previously
also the Chairman, President and controlling stockholder of CCH. Mr.
Popham's mother, Jeanne M. Baker, was also a director of CCH. While CCH did
not receive any fees or other compensation from Admiral or Haven during the
fiscal year, CCH did receive a consulting, management and organizational
fee in connection with the acquisition of Haven by Admiral of $354,286, plus
expense reimbursements payable in cash during fiscal 1988. CCH and its
affiliates, including Caesar Creek TSC, Ltd. (CCTSC) were liquidated in
December 1989.
Wm. Lee Popham, together with certain members of his family
(including David C. Popham and Jeanne M. Baker) and certain family
affiliates including CCH and
CCTSC, participated in a transaction which capitalized Admiral
in order to effect the acquisition of Haven Federal Savings and Loan
Association, Winter Haven, Florida, in a contributed property
exchange offer. The total historical cost of the property
contributed by Wm. Lee Popham, his family and affiliates in the
exchange was $1,228,227, the aggregate appraised value of such
contributed property was $12,586,553, and the net contribution value
was $7,022,965. Mr. Popham and his family and affiliates received
an aggregate of 4,330,208 shares of Admiral Common Stock in the
exchange, which occurred on June 16, 1988.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
ADMIRAL FINANCIAL CORP.
INDEX
Page
----
(a.)1. Admiral Financial Corp.: Page
----
Statement Regarding Sec. 210.3-11 of Regulation S-K F-1
Consolidated Balance Sheets as of June 30, 20042007 and 20032006 F-2
Consolidated Statement of Operations for the three years
ended June 30, 20042007 F-3
Consolidated Statement of Stockholders' (Deficit) Equity
for the three years ended June 30, 20042007 F-4
Consolidated Statement of Cash Flows for the three years
ended June 30, 20042007 F-5
Notes to Consolidated Financial Statements F-6
(a.)2. There are no financial statement schedules required to
be filed by Item 8 of this Form 10-K, or by paragraph
(d) of Item 14.
10
(a.)3. Exhibits
(3) The Articles of Incorporation and By-Laws of Admiral are
incorporated herein by reference to Exhibits 3.1 and 3.2
of Admiral's Form S-4 Registration Statement filed with
the Securities and Exchange Commission on January 22,
1988.
(4) A specimen copy of Admiral's common stock certificate is
incorporated herein by reference to Exhibit 4.1 in
Amendment No. 1 of Admiral's Form S-4 Registration
Statement filed with the Securities and Exchange
Commission on April 5, 1988.
(9) Not applicable.
(10) Admiral hereby incorporates by reference the sections
entitled Appendix A - Agreement and Plan of
Reorganization, as amended, dated October 26, 1987, and
related Agreement and Plan of Merger, as amended and
Contributed Property Exchange Offer contained in Haven'sHaven=s
Prospectus/Proxy Statement filed pursuant to Section
14(a) of the Securities Exchange Act of 1934 in
connection with Haven'sHaven=s special meeting held on June 3,
1988.
(11) Not applicable.
(12) Not applicable.
(13) Not applicable.
(16) Not applicable.
(18) Not applicable.
(21) Not applicable.
(22) Not applicable.
(23) Not applicable.
(24) Not applicable.
(27) Financial Data Schedule attached.
(28) Not applicable.
(99) Not applicable.
(b.) Admiral filed no reports on Form 8-K during the fiscal year
ended June 30, 2004.2007.
(c.) The exhibits required by Item 601 of Regulation S-K are
included in (a)(3) above.
118
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, hereunto duly
authorized.
ADMIRAL FINANCIAL CORP.
ByBy: /s/ Wm. Lee Popham
----------------------------------------------------------
Wm. Lee Popham, President,
Date: September 28, 20042007 Chief Executive Officer
And Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates
indicated.
Signature Title Date
--------- ----- ----
/s/ Wm. Lee Popham
- ----------------------------- Chairman of the Board September 28, 2004
- --------------------------2007
Wm. Lee Popham Of Directors, Chief
Wm. Lee Popham Executive Officer,
Chairman and President Executive Officer,
Principal Executive Officer President, and
Principal ExecutiveFinancial Officer Chief Financial Officer
Principal Financial Officer
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350
In connection with the accompanying Quarterly Report on Form 10K of
Admiral Financial Corp. for the fiscal year ended June 30, 2004, Wm. Lee
Popham, Chairman, CEO and CFO of Admiral Financial Corp. hereby certifies
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, to the best of his knowledge and belief, that:
1. Such Annual Report on Form 10K for the period ended June 30, 2004,
fully complies with the requirements of section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and
2. The information contained in such Annual Report on Form 10K for the
period ended June 30, 2004, fairly presents, in all material
respects, the financial condition and results of operations of
Admiral Financial Corp.
ADMIRAL FINANCIAL CORP.
Date: September 26, 2004 By:/s/ Wm. Lee Popham
-------------------------------------
Wm. Lee Popham, Chairman, CEO and CFO
F-19
FINANCIAL STATEMENTS OF AN INACTIVE REGISTRANT
Pursuant to Sec. 210.3-11 of Regulation S-X, Admiral Financial
Corp. qualifies as an inactive entity, meeting all of the following
conditions:
(A.) Gross receipts from all sources for the fiscal year are not in
excess of $100,000;
(B.) Admiral has not purchased or sold any of its own stock, granted
options therefor, or levied assessments upon outstanding stock;
(C.) Expenditures for all purposes for the fiscal year are not in
excess of $100,000;
(D.) No material change in the business has occurred during the
fiscal year, including any bankruptcy, reorganization, readjustment
or succession or any material acquisition or disposition of plants,
mines, mining equipment, mine rights or leases; and
(E.) No exchange upon which the shares are listed, or governmental
authority having jurisdiction, requires the furnishing to it or the
publication of audited financial statements.
Accordingly, the attached financial statements of Admiral
Financial Corp. are unaudited.
F-210
ADMIRAL FINANCIAL CORP.
AND SUBSIDIARY
Consolidated Balance Sheets
(Amounts in DOLLARS)
Assets June 30, 20042007 June 30, 2003
------2006
------------- -------------
(Unaudited) (Unaudited)
Assets
------
Cash $ 0 $ 0
Prepaid expenses and other assets 0 0
Net assets of Haven Federal Savings and
Loan Association (note 2) 0 0
----------- ----------------------- -------------
Total assets $ 0 $ 0
=========== ======================= =============
Liabilities and Stockholders' (Deficit) Equity
- ----------------------------------------------
Accrued expenses and other liabilities $ 23,890 $ 23,890
Net liabilities of Haven Federal Savings
and Loan Association (note 2) 0 0
----------- ----------------------- -------------
Total liabilities 23,890 23,890
Preferred stock, $.01 par value. Authorized
6,000,000 shares, none outstanding
Common stock, $.001 par value,
50,000,000 shares authorized
10,987,000 shares issued 10,987 10,987
Treasury stock, 1,954 and 1,954 shares,
at cost 0 0
Additional paid-in capital 680,710 680,710
Deficit (715,587) (715,587)
----------- ------------------------ -------------
Total stockholders' (deficit) equity (23,890) (23,890)
----------- ------------------------ -------------
Total liabilities and stockholders'
(deficit) equity $ 0 $ 0
=========== ======================== =============
See accompanying notes to consolidated financial statements.
F-3F-1
ADMIRAL FINANCIAL CORP.
AND SUBSIDIARY
Consolidated Statements of Operations
(Unaudited)
Years Ended June 30,
-----------------------------
2004 2003 2002
------ ------ -----------------------------------------------
2007 2006 2005
----------- ----------- -----------
REVENUES:
Interest Income $ 0 $ 0 $ 0
Other income --- --- ---
-------- -------- ------------------- ----------- -----------
Total income 0 0 0
EXPENSES:
Employee Compensation --- --- ---
Other Expense 0 0 0
-------- --------- -------------------- ----------- -----------
Total expense 0 0 0
Loss from discontinued operation (note 2) 0 0 0
-------- --------- -------------------- ----------- -----------
Net loss $ 0 $ 0 $ 0
======== ========= ==================== =========== ===========
Loss per share $ 0.00 $ 0.00 $ 0.00
======== ========= ==================== =========== ===========
Dividend per share ----- ----- -----
======== ========= =========--- --- ---
=========== =========== ===========
Weighted average number
of shares outstanding 10,985,046 10,985,046 10,985,046
========== ========== ===================== =========== ===========
See accompanying notes to consolidated financial statements
F-4F-2
ADMIRAL FINANCIAL CORP.
AND SUBSIDIARY
Consolidated Statement of Stockholders' (Deficit) Equity
For the years ended June 30, 20042007
Common Stock
Additional Retained
Issued and Outstanding Additional Retained
------------------------- Paid-In Earnings
Shares Amount Capital (Deficit)
------ ------ ------- ------------------- ----------- ----------- -----------
Balance at June 30, 1988 10,985,046 $ 10,987 $ 680,710 $ -
Net loss for the year - - (13,813,316)
---------- --------- ------------------- ----------- -----------
Balance at June 30, 1989 10,985,046 10,987 680,710 (13,813,316)
Confiscation of Subsidiary
Net Assets and Liabilities - - 13,238,189
Net loss for the year - - (79,030)
---------- --------- ------------------- ----------- -----------
Balance at June 30, 1990 10,985,046 $ 10,987 $ 680,710 $ (654,157)
Net loss for the year (21,043)
---------- --------- ------------------- ----------- -----------
Balance at June 30, 1991 10,985,046 $ 10,987 $ 680,710 $ (675,200)
---------- --------- --------
Net loss for the year (20,194)
---------- ----------- ----------- -----------
Balance at June 30, 1992 10,985,046 $ 10,987 $ 680,710 $ (695,394)
---------- --------- --------
Net loss for the year (20,193)
---------- ----------- ----------- -----------
Balance at June 30, 1993, 1994,
1995, 1996, 1997 , 1998,
1999, 2000, 2001, 2002, 2003
2004, 2005, 2006 and 20042007 10,985,046 $ 10,987 $ 680,710 $ (715,587)
========== ========= =================== =========== ===========
See accompanying notes to consolidated financial statements.
F-5F-3
ADMIRAL FINANCIAL CORP. AND SUBSIDIARY
Consolidated Statements of Cash Flows
(Unaudited)
Year Ended June 30
------------------------------------------
2004 2003 2002
------ ------ ---------------------------------
2007 2006 2005
------- ------- -------
Cash flows from operating activities:
Net loss $ 0 $ 0 $ 0
Adjustments to reconcile net loss to net cash
provided by operating activities:
Decrease in deficit arising from confiscation of
Haven Federal after retroactive disallowance
of agreed supervisory goodwill and regulatory capital
Decrease in prepaid expenses and other assets
Decrease (increase) in net assets of Haven Federal
(Decrease) in accrued expenses and other liabilities
(Decrease) Increase in net liabilities of Haven Federal
Amortization of organization expenses 0 0 0
------- ------- ---------------
Net cash provided (used) by operating activities 0 0 0
Cash and cash equivalents, beginning of year 0 0 0
------- ------- -------
Cash and cash equivalents, end of year $ 0 $ 0 $ 0
======= ======= =======
See accompanying notes to consolidated financial statements
F-6F-4
ADMIRAL FINANCIAL CORP.
AND SUBSIDIARY
Notes to Consolidated Financial Statements
(1) Organization and Regulatory Matters
-----------------------------------
Admiral Financial Corp. ("Admiral") is inactive.
(2) Summary of Significant Accounting Policies
------------------------------------------
(a) Basis of Presentation
---------------------
The accompanying balance sheets as of June 30, 20042007 and 2003,2006,
include references to the accounts of Admiral and the net
assets and net liabilities of its wholly-owned subsidiary,
Haven Federal Savings and Loan Association. All significant
intercompany transactions have been eliminated in
consolidation.
(b) Office Properties and Equipment
-------------------------------
All office properties and equipment were sold when the offices
of the Company were closed during the fiscal year ended June
30, 1990, and the proceeds from such sales are reflected as
"other income."
(c) Income Taxes
------------
Admiral and its wholly-owned subsidiary file a consolidated
tax return. Taxes are provided on all income and expense items
included in earnings, regardless of the period in which such
items are recognized for tax purposes, except for income
representing a permanent difference.
(d) Real Estate
-----------
Loss from real estate operations includes rental income,
operating expenses, interest expense on the related mortgages
payable, gains on sales, net and provision for estimated
losses to reflect subsequent declines in the net realizable
value below predecessor cost.
Provisions for estimated losses on real estate are charged to
earnings when, in the opinion of management, such losses are
probable. While management uses the best information
available to make evaluations, future adjustments to the
allowances may be necessary if economic conditions change
substantially from the assumptions used in making the
evaluations.
(e) Excess Cost Over Net Assets Acquired and Other Intangibles
----------------------------------------------------------
The excess cost over net assets acquired was amortized by the
interest method over the estimated lives of the long-term,
interest-bearing assets acquired. The remaining unamortized
excess cost over net assets acquired was written off at June
30, 1989 (see note 1).
(g) Cash and Cash Equivalents
-------------------------
For the purpose of the statement of cash flows, cash and cash
equivalents include the accounts of Admiral.
F-7F-5
(3) Purchase Accounting
-------------------
At June 30, 1989, the remaining unamortized excess cost over
net assets acquired of $7,768,074 was written off and charged
to operations (see note 1).
(4) Income Taxes
------------
At June 30, 20042007 and 2003,2006, the Company has estimated net
operating loss carryforwards of approximately $10,447,000$0 and $10,447,000,$0
respectively, for Federal income tax purposes, and $10,095,000$0 and $10,095,000,$0,
respectively, for state income tax purposes to offset future
taxable income. These carryforwards were scheduled to expire in future yearsAll tax loss carry-forwards expired as
follows:
Year ending
June 30, Federal State
-------- ------- ---------------- ------------ -------------
1990 $ 2,348,000 $ 2,304,000
1991 2,984,000 2,941,000
1992 5,360,000 5,230,000
2001 1,549,000 1,537,000
2002 1,288,000 1,288,000
2004 7,468,000 7,128,000
----------- ----------------------- -------------
Net operating loss
carryforwards, June 30, 1989: 20,997,000 20,428,000
Less: 1990 Expirations (2,348,000) (2,304,000)
2005 79,000 79,000
----------- ----------------------- -------------
Net operating loss
carryforwards, June 30, 1990: 18,728,000 18,203,000
Less: 1991 Expirations (2,984,000) (2,941,000)
2006 21,000 21,000
----------- ----------------------- -------------
Net operating loss
carryforwards, June 30, 1991 15,765,000 15,283,000
Less: 1992 Expirations (5,360,000) (5,230,000)
2007 21,000 21,000
----------- ----------------------- -------------
Net operating loss
carryforwards, June 30, 1992 $ 10,426,000 $ 10,074,000
2008 21,000 21,000
----------- ----------------------- -------------
Net operating loss
carryforwards, June 30,
1993, 1994, 1995, 1996, 1997,
1998, 1999, 2000, 2001, 2002,
2003 $ 10,447,000 $ 10,095,000
Less: Expirations through 20042006 10,305,000 9,953,000
----------- ----------------------- -------------
Net operating loss carryforwards,
June 30, 20042005 and 2006 $ 142,000 $ 142,000
============ =============
The Company has not filed its federal or Florida income tax
returns for the fiscal years ended June 30, 2007, 2006, 2005,
2004, 2003, 2002, 2001, 2000, 1999, 1998, 1997, 1996, 1995,
1994, 1993, 1992, 1991 and 1990.
F-6
The net operating loss carryforwards expiring through 1988
were generated by the Association prior to its acquisition by
Admiral Financial Corp. and have been carried over at their
original amounts for income tax purposes. For financial
statement purposes, these purchased loss carryforwards will
not be used to offset the future tax expense of Admiral. They
will be accounted for as an adjustment to equity if and when a
tax benefit is realized. At June 30, 20042007 and 2003,2006, such
purchased loss carryforwards remaining amounted to
approximately $0 and $0, respectively.
F-8
(5) Commitments and Contingencies
-----------------------------
On August 5, 1993, Admiral filed a Complaint against the
United States of America in the United States Court of Federal
Claims, arising in part out of contractual promises made to
Admiral by the United States' Government, acting through the
Federal Home Loan Bank Board ("FHLBB") and the Federal Savings
and Loan Insurance Corporation ("FSLIC") pursuant to their
statutory supervisory authority over federally insured savings
and loan institutions and savings banks (hereinafter referred
to a "thrifts" or "thrift institutions"), and in part out of
takings of property by the FHLBB and FSLIC in the course of
exercising that authority.
On July 1, 1996, the United States Supreme Court concluded in
Winstar that the United States is liable for damages for
breach of contract, affirmed the summary judgment decisions in
Winstar, and remanded the cases to the Court of Federal Claims
for further hearings on the calculation of damages. The
majority of the Court found "no reason to question the Federal
Circuit's conclusion that the Government had express
contractual obligations to permit respondents to use goodwill
and capital credits in computing their regulatory capital
reserves. When the law as to capital requirements changed,
the Government was unable to perform its promises and became
liable for breach under ordinary contract principles."
Admiral's Motion for Summary Judgment, together with several
other motions, claims and counter-claims filed by all the
Parties to the litigation, were argued in two hearings at the
United States Court of Claims on December 18, 2001, and on
January 10, 2002.
On October 16, 2002, the Court granted the Admiral Motion for
Summary Judgment in part, by finding that the United States
Government liable for damages for breach of contract, pending
the taking of testimony regarding a possible prior material
breach by Admiral. A trial was conducted during December,
2002, and testimony was taken regarding the value of the
assets originally contributed by Admiral, and the Government's
arguments regarding Admiral's prior material breach were heard
by the Court. On August 1, 2003, the Court held in favor of
the United States Government, stating that Admiral had
committed a prior material breach when the Company did not
meet the minimum capital requirement at March 31, 1989,
despite the fact that FIRREA was enacted (on August 9, 1989)
prior to the end of Admiral's "cure period" (October 16,
1989), thereby making such a cure impossible to perform.
Admiral filed a Notice of Appeal in September, 2003, and the
decision of the lower court was affirmed in August 2004.
There will be no further appeal, and there will be no recovery
by Admiral.
Admiral is not a party to any other legal proceedings.
F-9F-7