UNITED STATES
securities and exchange commission
Washington D.C. 20549
FORM 10-Q
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended MarchDecember 31, 2022
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 or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
7101 Southwest 67 Avenue, South Miami, Florida 33143
(Address of principal executive offices, including zip code)
(305) 904-4400
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |
| Emerging growth company | ☐ |
If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
Common Stock $.001 Par Value
Outstanding Shares at MarchDecember 31, 2022:
PART I - FINANCIAL INFORMATION
| Item 1. | Financial Statements |
ADMIRAL FINANCIAL CORP. AND SUBSIDIARY
Consolidated Balance Sheets
($ Thousands)
| March 31, | June 30, | December 31, | June 30, | |||||||||||||
| 2022 | 2021 | 2022 | 2022 | |||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||
| Assets | ||||||||||||||||
| Current assets: | ||||||||||||||||
| Cash | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||
| Prepaid expenses and other assets | 0 | 0 | 0 | 0 | ||||||||||||
| Net assets of Haven Federal Savings and Loan Association (note 2) | 0 | 0 | 0 | 0 | ||||||||||||
| Total assets | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||
| Liabilities and Stockholders (Deficit) Equity | ||||||||||||||||
| Current Liabilities: | ||||||||||||||||
| Accrued expenses and other current liabilities | 24 | 24 | 24 | 24 | ||||||||||||
| Net liabilities of Haven Federal Savings and Loan Association (note 2) | 0 | 0 | 0 | 0 | ||||||||||||
| Total liabilities | 24 | 24 | 24 | 24 | ||||||||||||
| Shareholders Deficit: | ||||||||||||||||
| Preferred stock, $ par value, Authorized shares; outstanding | 0 | 0 | ||||||||||||||
| Preferred stock, $ par value, Authorized shares; outstanding | 0 | 0 | ||||||||||||||
| Common stock, $ par value, shares authorized; shares issued | 11 | 11 | 11 | 11 | ||||||||||||
| Treasury stock, and shares; at cost | 0 | 0 | 0 | 0 | ||||||||||||
| Additional paid-in capital | 681 | 681 | 681 | 681 | ||||||||||||
| Deficit | (716 | ) | (716 | ) | (716 | ) | (716 | ) | ||||||||
| Total stockholders' (deficit) equity | (24 | ) | (24 | ) | (24 | ) | (24 | ) | ||||||||
| Total liabilities and stockholders' (deficit) equity | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||
See accompanying notes to consolidated financial statements.
| 1 |
ADMIRAL FINANCIAL CORP. AND SUBSIDIARY
Consolidated Statements of Operations
($ Thousands)
(Unaudited)
| Three Months Ended | Nine Months Ended | Three Months Ended | Six Months Ended | ||||||||||||||||||||||||||||||
| March 31, | March 31, | December 31, | December 31, | ||||||||||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||||||||
| Interest income | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||||||||
| Other, net | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||
| Total income | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||
| Expenses: | |||||||||||||||||||||||||||||||||
| Employee Compensation | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||
| Other | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||
| Total expenses | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||
| Loss from discontinued operation (note 2) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||
| Net loss | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||||||||
| Loss per share - basic | $ | 0.00 | $ | 0.00 | $ | 0.00 | $ | 0.00 | $ | 0.00 | $ | 0.00 | $ | 0.00 | $ | 0.00 | |||||||||||||||||
| Loss per share - diluted | $ | 0.00 | $ | 0.00 | $ | 0.00 | $ | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | |||||||||||||||||||||
| Dividend per share | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||||||||
| Weighted average number of shares outstanding: | |||||||||||||||||||||||||||||||||
| Basic | 10,985,046 | 10,985,046 | 10,985,046 | 10,985,046 | |||||||||||||||||||||||||||||
| Diluted | 10,985,046 | 10,985,046 | 10,985,046 | 10,985,046 | |||||||||||||||||||||||||||||
| Weighted average number of shares outstanding - basic | 10,985,046 | 10,985,046 | 10,985,046 | 10,985,046 | |||||||||||||||||||||||||||||
| Weighted average number of shares outstanding - diluted | 10,985,046 | 10,985,046 | 10,985,046 | 10,985,046 | |||||||||||||||||||||||||||||
See accompanying notes to consolidated financial statements
ADMIRAL FINANCIAL CORP. AND SUBSIDIARY
Consolidated Statement of Stockholders' (Deficit) Equity
For the Nine Monthssix months ended MarchDecember 31, 2022 and 2021
($ Thousands)
(Unaudited)
| Common Stock | Additional | Retained | ||||||||||||||
| Issued and Outstanding | Paid-In | Earning | ||||||||||||||
| Shares | Amount | Capital | Deficiency | |||||||||||||
| Balance at June 30, 2021 | 10,985,046 | $ | 11 | $ | 681 | $ | (716 | ) | ||||||||
| Net loss | — | — | — | 0 | ||||||||||||
| Balance at March 31, 2022 | 10,985,046 | 11 | 681 | (716 | ) | |||||||||||
| Common Stock | Additional | Retained | ||||||||||||||
| Issued and Outstanding | Paid-In | Earning | ||||||||||||||
| Shares | Amount | Capital | Deficiency | |||||||||||||
| Balance at June 30, 2022 | 10,985,046 | $ | 11 | $ | 681 | $ | (716 | ) | ||||||||
| Net loss | — | — | — | 0 | ||||||||||||
| Balance at December 31, 2022 | 10,985,046 | 11 | 681 | (716 | ) | |||||||||||
| Common Stock | Additional | Retained | ||||||||||||||
| Issued and Outstanding | Paid-In | Earning | ||||||||||||||
| Shares | Amount | Capital | Deficiency | |||||||||||||
| Balance at June 30, 2020 | 10,985,046 | $ | 11 | $ | 681 | $ | (716 | ) | ||||||||
| Net loss | — | — | — | 0 | ||||||||||||
| Balance at March 31, 2021 | 10,985,046 | 11 | 681 | (716 | ) | |||||||||||
| Common Stock | Additional | Retained | ||||||||||||||
| Issued and Outstanding | Paid-In | Earning | ||||||||||||||
| Shares | Amount | Capital | Deficiency | |||||||||||||
| Balance at June 30, 2021 | 10,985,046 | $ | 11 | $ | 681 | $ | (716 | ) | ||||||||
| Net loss | — | — | — | 0 | ||||||||||||
| Balance at December 31, 2021 | 10,985,046 | 11 | 681 | (716 | ) | |||||||||||
See accompanying notes to consolidated financial statements
| 3 |
ADMIRAL FINANCIAL CORP. AND SUBSIDIARY
Consolidated Statements of Cash Flows
($ Thousands)
(Unaudited)
| Nine Months Ended | Six Months Ended | |||||||||||||||
| December 31, | December 31, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Cash flows from operating activities: | ||||||||||||||||
| Net loss | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||
| Adjustments to reconcile net income 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 | 0 | 0 | 0 | 0 | ||||||||||||
| Decrease in pre-paid expenses and other assets | 0 | 0 | 0 | 0 | ||||||||||||
| Decrease (increase) in net assets of Haven Federal | 0 | 0 | 0 | 0 | ||||||||||||
| (Decrease) in accrued expenses and other liabilities | 0 | 0 | 0 | 0 | ||||||||||||
| (Decrease) Increase in net liabilities of Haven Federal | 0 | 0 | 0 | 0 | ||||||||||||
| Amortization of organization expenses | 0 | 0 | 0 | 0 | ||||||||||||
| Net cash provided (used) by operating activities | 0 | 0 | 0 | 0 | ||||||||||||
| Net change in cash | 0 | 0 | 0 | 0 | ||||||||||||
| Cash and cash equivalents, at beginning of period | 0 | 0 | 0 | 0 | ||||||||||||
| Cash and cash equivalents, at end of period | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||
See accompanying notes to consolidated financial statements
| 4 |
ADMIRAL FINANCIAL CORP. AND SUBSIDIARY
Notes to Consolidated Financial Statements
Note 1. Basis of Accounting
In the opinion of management, the accompanying consolidated financial statements contain all the adjustments (principally consisting of normal recurring accruals) necessary to present fairly the financial statements of Admiral Financial Corp. ('Admiral') and Subsidiary.
Note 2. Additional Financial Information
Where applicable, the net assets of Admiral’s principal operating subsidiary, Haven Federal Savings and Loan Association ('Haven'), and net liabilities are presented in the balance sheets in the aggregate; and its loss is shown in the aggregate in the Statements of Operations for the three and ninesix month periods ended MarchDecember 31, 2022 and 2021.
| 5 |
| ITEM 2 | Management's Discussion and Analysis of Consolidated Financial Condition and Results of Operations |
General
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 is presently inactive, other than its efforts to seek 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 management considers havingto have 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, 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 its 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.
Liquidity and Capital Resources
Admiral is currently inactive. 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.
Comparison of Three Months Ended MarchDecember 31. 2022 and 2021
Admiral was inactive, and recorded no revenues or expenses during the period.
Comparison of NineSix Months Ended MarchDecember 31. 20212022 and 20202021
Admiral was inactive, and recorded no revenues or expenses during either period.
| 6 |
PART II - OTHER INFORMATION
| Item 1. | Legal Proceedings |
Admiral did not become involved in any new material legal proceedings during the period covered by this report.
| Item 1A. | Risk Factors |
Not applicable.
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
Not applicable.
| Item 3. | Defaults Upon Senior Securities |
Not applicable.
| Item 4. | Mine Safety Disclosures |
Not applicable.
| Item 5. | Other Information |
Not applicable.
| Item 6. | Exhibits |
| No. | Description | |
| 31.1 | Certification (Section 302) | |
| 31.2 | Certification (Section 302) | |
| 32 | Certification (Section 906) | |
| 101 INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | |
| 101 SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101 CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101 LAB | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101 PRE | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101 DEF | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
| 7 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused the report to be signed on its behalf by the undersigned thereunto duly authorized.
| ADMIRAL FINANCIAL CORP. (Registrant) | |
| Date: | By: /s/Wm. Lee Popham |
| Wm. Lee Popham, President |
| ADMIRAL FINANCIAL CORP. (Registrant) | |
| Date: | By: /s/Wm. Lee Popham |
| Wm. Lee Popham, Principal Accounting Officer |