UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1999
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.
State of Florida I.R.S. No. 59-2806414
7101 Southwest 67 Avenue
South Miami, Florida 33143
Telephone Number: (305) 794-7707
(Former Address: 3166 Commodore Plaza, Coconut Grove, FL 33133)
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 twelve (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 ninety (90) days. Yes [X] No [ ]
Common Stock $.001 Par Value
Outstanding Shares at September 30, 1999: 10,985,046
ADMIRAL FINANCIAL CORP. AND SUBSIDIARY
TABLE OF CONTENTS
FORM 10-Q
PART I
FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
Consolidated Balance Sheets 1
Consolidated Statements of Operations 2
Consolidated Statements of Cash Flows 3
Notes to Consolidated Financial Statements 4
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
CONSOLIDATED FINANCIAL CONDITION AND
RESULTS OF OPERATIONS 5
PART II
OTHER INFORMATION
Item 1. Legal Proceedings 8
Item 2. Changes in Securities 8
Item 3. Defaults Upon Senior Securities 8
Item 4. Submission of Matters to a Vote of
Security Holders 8
Item 5. Other Information 8
Item 6. Exhibits and Reports on Form 8-K 8
PART I - FINANCIAL INFORMATION
ADMIRAL FINANCIAL CORP.
AND SUBSIDIARY
Consolidated Balance Sheets
Assets September 30, 1999 June 30, 1999
- ------ ------------------ -------------
(Unaudited) (Unaudited)
Cash $ 0 $ 0
Prepaid expenses and other assets 0 0
Net assets of Haven Federal Savings and
Loan Association (notes 1 and 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 (notes 1 and 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.
1
PART I - FINANCIAL INFORMATION
ADMIRAL FINANCIAL CORP. AND SUBSIDIARY
Consolidated Statements of Operations
(Unaudited)
Three Months Ended Sept 30
-------------------------------------
1999 1998
---------- ----------
Interest Income 0 0
Other income 0 0
---------- ----------
Total income 0 0
Expense
Employee Compensation 0 0
Other 0 0
---------- ----------
Total expense 0 0
Loss from discontinued
operation (note 2) 0 0
---------- ----------
Net loss $ 0 $ 0
========== ==========
Loss per share $ 0.00 $ 0.00
========== ==========
Dividend per share -- --
========== ==========
Weighted average number
of shares outstanding 10,985,046 10,985,046
========== ==========
See accompanying notes to consolidated financial statements
2
PART I - FINANCIAL INFORMATION
ADMIRAL FINANCIAL CORP. AND SUBSIDIARY
Consolidated Statements of Cash Flows
(Unaudited)
Three Months Ended Sept 30
--------------------------
1999 1998
---------- ----------
Cash flows from operating activities:
Net loss $ 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 0 0
Decrease in prepaid expenses and other assets 0 0
Decrease (increase) in net assets of
Haven Federal 0 0
(Decrease) in accrued expenses and other
liabilities 0 0
(Decrease) Increase in net liabilities of
Haven Federal 0 0
Amortization of organization expenses 0 0
---------- ----------
Net cash provided (used) by operating
activities 0 0
Cash and cash equivalents, beginning of year 0 0
---------- ----------
Cash and cash equivalents, end of quarter $ 0 $ 0
========== ==========
See accompanying notes to consolidated financial statements
3
PART I - FINANCIAL INFORMATION
ADMIRAL FINANCIAL CORP. AND SUBSIDIARY
Notes to Consolidated Financial Statements
Note 1. In the opinion of management, the accompanying
consolidated financial statements contain all the
adjustments (principally consisting of normal
recurring accruals and the prior confiscation of
all the principal assets of the Company by the
United States government) necessary to present
fairly the financial statements of Admiral
Financial Corp. ('Admiral') and Subsidiary.
Note 2. The net assets of Admiral's principal operating
subsidiary, Haven Federal Savings and Loan
Association ('Haven'), were confiscated by the
United States government on March 2, 1990.
Therefore, where applicable, Haven's net assets
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 month period ended September 30, 1999
and 1998.
4
PART I - FINANCIAL INFORMATION
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 has been a plaintiff in a "Winstar-type" action against
the United States government in the United States Court of Federal
Claims since 1993, wherein the Company seeks damages for the
government's breach of a contract involving the Supervisory
Goodwill and Regulatory Capital granted in connection with
Admiral's previous acquisition of an insolvent savings and loan
association in 1988.
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 has neither engaged in
any operations nor generated any revenue since the confiscation of
the Company's entire asset base by the United States government in
1990 (See Admiral's "Winstar"-type breach of contract litigation
regarding Admiral's former supervisory goodwill position,
discussed below). It 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 expects that it will incur minimal operating
costs throughout the current fiscal year.
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, 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.
Admiral Financial Corp. was formed in 1987 to acquire an
insolvent savings and loan association in a supervisory
acquisition solely with private investment funds, and without the
benefit of any federal assistance payments. Admiral acquired
Haven Federal Savings and Loan Association of Winter Haven,
Florida on June 16, 1988. In that acquisition transaction,
Admiral issued 8,000,000 new common shares in exchange for assets
(primarily real estate and a profitable business engaged in the
purchase and redemption of Florida tax sale certificates) having
a fair market value of approximately $40 million, subject to
approximately $27 million of mortgages and other liabilities, and
less approximately $1 million of fees and expenses (necessary to
provide the proper forms and documentation in accordance with
government rules and regulations), for a net equity contribution
of approximately $12 million. Admiral then contributed virtually
all of these net assets and liabilities to the capital of Haven,
plus an additional 987,000 new common shares of Admiral, which
were simultaneously issued in exchange for 100% of the outstanding
shares of Haven in an approved "supervisory acquisition" of an
5
insolvent thrift institution. Admiral has had substantially no
assets or operations other than its investment in Haven.
The Financial Institution Reform, Recovery and Enforcement
Act of 1989 ("FIRREA") was introduced on February 5, 1989, and
enacted into law on August 9, 1989. FIRREA imposed more stringent
capital requirements upon savings institutions than those
previously in effect. Haven did not meet these new capital
requirements. Because of certain provisions of FIRREA relating
primarily to the disallowance of supervisory goodwill and certain
other intangible assets in the calculation of required net
capital, management estimates that Admiral would have been
required under the Agreement to infuse additional capital of
approximately $18 million by December 7, 1989. Admiral did not
infuse any additional capital, and the net assets of Haven were
confiscated by the federal authorities on March 2, 1990.
In the agreement allowing Admiral to acquire Haven in the
supervisory acquisition, Haven was credited with new capital under
"Regulatory Accounting Principles" (RAP) then in effect equal to
$11 million. This amount was computed by taking into account the
$13 million fair market value of the net assets contributed by
Admiral to Haven, less the $1 million of fees and costs incurred,
and less an additional $1 million resulting from reduced
valuations of certain of the contributed assets for purposes of
calculating Haven's RAP equity by the appraisal division of the
Federal Home Loan Bank Board.
A condition to the Federal Home Loan bank Board ("FHLBB")
Resolution approving the acquisition of control of Haven by
Admiral (the "Agreement") required that Admiral account for the
acquisition of Haven under the "purchase" method of accounting,
whereby an asset in the nature of "Goodwill" would be realized,
generally, to the extent of any previous negative net worth of the
acquired insolvent thrift, plus the excess of the fair market
values of the contributed assets over their respective historical
costs. Haven's regulatory goodwill of approximately $20 million
was, in accordance with the Agreement, to be amortized against
earnings over a period of twenty-five years.
Another condition to the same Agreement required that Admiral
execute a Regulatory Capital Maintenance/Dividend Agreement which
provided certain remedies if Haven and Admiral were unable to
liquidate, on a scheduled basis ending June 30, 1990, the real
estate used by Admiral to capitalize its acquisition of Haven.
The remedies of the Federal Savings and Loan Insurance Corporation
("FSLIC") agreed to by Admiral in the Agreement included the right
of the FSLIC to (I) vote the common stock of Haven; (ii) remove
the board of directors of Haven; and/or (iii) dispose of any or
all of the voting securities of Haven owned by Admiral.
The failure of Admiral and Haven to liquidate the real estate
in accordance with the agreement with the FHLBB could have caused
the forfeiture to the FSLIC of all shares of Haven. If the voting
securities of Haven were so forfeited, the stockholders of Admiral
would still hold their shares of Admiral. However, Admiral would
have lost substantially its only asset, and the shares of Admiral
common stock, after such forfeiture, could have had little or no
value.
Under the same Agreement, Admiral was also obligated to cause
the regulatory capital of Haven to be maintained at a level at or
above the minimum regulatory capital requirement and, if
necessary, infuse additional equity capital into Haven.
At all times during Admiral's control , Haven was successful
in meeting the real estate liquidation requirements imposed by the
Agreement, including any extensions of time granted thereunder.
However, Haven experienced a $4.3 million erosion of its
regulatory capital due in large part to losses sustained as a
result of liquidating the real estate under the "fire sale"
conditions imposed by the Agreement. Generally accepted
accounting principles would normally have required any losses from
the sale of the contributed assets to have been added to the
balance of supervisory goodwill, and amortized over the same
twenty-five year period. However, with the introduction of FIRREA
and the disallowance of all previously bargained for Supervisory
Goodwill, the treatment became moot. This loss, if added together
with other operating losses and goodwill amortization expenses,
might have caused Haven to fail to meet its minimum capital
requirement as of March 31, 1989 and at all times thereafter.
Admiral and Haven continued to abide by the Agreement entered into
with the FHLBB, to its financial detriment, in spite of the United
States government's assertion that the enactment of FIRREA
retroactively eliminated the need for the government (or any of
its instrumentalities) to live up to any express or implied
agreements which may have been contrary to the subsequent
legislation, without the necessity of the retroactive return of
Admiral's $13+ million of net capital and expenses invested in
Haven.
Admiral was notified by the FHLBB on July 17, 1989 that
Admiral was in default of the Agreement and had 90 days (i.e.
6
until October 16. 1989) to cure the default. Admiral had
virtually no assets other than the stock of Haven, and has had no
other viable means available to cure the default since the
introduction of FIRREA. The net assets of Haven, including
Admiral's $13 million of contributed equity, were confiscated on
March 2, 1990.
Admiral and Haven applied for relief from the requirements of
the Resolution and the Agreement. Haven also applied for
regulatory relief from sanctions imposed by FIRREA for failing to
meet the minimum regulatory capital requirements. Furthermore,
Admiral and Haven also applied for federal assistance payments
under a FIRREA provision for assistance which management believed
was directly applicable to Admiral/Haven's financial situation.
Admiral received no notice of any hearings prior to the
confiscation of Haven on March 2, 1990.
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. In this action, Admiral seeks (1) a declaration that
the government's actions constitute a repudiation and material
breach of their contractual obligations to Admiral and, thereby,
effect a taking of Admiral's property without just compensation
and a deprivation of Admiral's property without due process of
law, in violation of the Fifth Amendment, and (2) compensatory
damages for the United States' breach of contract, or (3)
rescission of the contract and restitutionary relief, or (4)
compensation for the taking of Admiral's property, or (5) damages
for the deprivation of Plaintiffs' property without due process of
law."
This action was 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 substantially 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 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. While the Supreme Court's ruling in U.S. v. Winstar
Corp., et al., serves to support Admiral's legal claims in its
pending lawsuit against the federal government, it is not possible
at this time to predict what effect the Supreme Court's ruling,
and the subsequent rulings of a lower court concerning damages,
will have on the outcome of Admiral's lawsuit. Notwithstanding
the Supreme Court's ruling, there can be no assurance that Admiral
will be able to recover any funds arising out of its claim and, if
any recovery is made, the amount of such recovery.
Since Haven was the only significant asset owned by Admiral,
the Admiral common stock has little or no continuing value.
7
Liquidity and Capital Resources
Admiral is currently inactive, and awaiting the ultimate outcome
and results of the Company's Winstar-type litigation against the
United States government for breach of contract. 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 ongoing commitments or obligations
other than with respect to its obligations related to the
acquisition and subsequent confiscation of Haven.
Comparison of Three Months Ended September 30. 1999 and 1998
Admiral was inactive, and recorded no revenues or expenses
during the period.
Year 2000
Year 2000 Issue. Many software applications, hardware and
equipment and embedded chip systems identify dates using only the
last two digits of the year. These products may be unable to
distinguish between dates in the year 2000 and dates in the year
1900. That inability (referred to as the "Year 2000" issue), if
not addressed, could cause applications, equipment or systems to
fail or provide incorrect information after December 31, 1999, or
when using dates after December 31, 1999. This in turn could have
an adverse effect on the Company due to a Company's direct
dependence on its own applications, equipment and systems and
indirect dependence on those of other entities with which a
Company must interact.
Compliance Program. In order to address the Year 2000 issue,
Admiral has established a project team to assure that key
automated systems and related processes will remain functional
through year 2000. The team will address the project in the
following stages: (i) awareness, (ii) assessment, (iii)
remediation, (iv) testing and (v) implementation of the necessary
modifications. The key automated systems consist of (a)
management and financial systems applications, (b) hardware and
equipment, (c) embedded chip systems and (d) third-party developed
software. The evaluation of the Year 2000 issue includes the
evaluation of the Year 2000 exposure of third parties material to
the operations of Admiral. If necessary, Admiral will retain a
consulting firm to assist with the review of its systems for Year
2000 issues.
Company State of Readiness. The awareness phase of the Year
2000 project has begun with a corporate-wide awareness program
which will continue to be updated throughout the life of the
project. The assessment phase of the project involves, among
other things, efforts to obtain representations and assurances
from third parties, including third party vendors, that their
hardware and equipment, embedded chip systems and software being
used by or impacting Admiral are or will be modified to be Year
2000 compliant. To date, Admiral does not expect that responses
from such third parties will be conclusive. As a result,
management cannot predict the potential consequences of these or
other third parties are not Year 2000 compliant. The exposure
associated with Admiral's interaction with third parties is also
currently being evaluated.
Management expects that the remediation, testing and
implementation phases will be completed prior to the year 1900.
Costs to Address Year 2000 Compliance Issues. While the
total cost to the Company of the Year 2000 project is still being
evaluated, management currently estimates that the costs to be
incurred by Admiral in 1999 and 1900 associated with assessing and
testing applications, hardware and equipment, embedded chip
systems, and third party developed software will be less than
$1,000. The Company expects that planned capital expenditures to
replace existing financial system applications and hardware will
substantially address its existing Year 2000 issues with financial
system applications and hardware. To date, Admiral has not
expended significant funds related to its Year 2000 compliance
assessment.
8
Risk of Non-Compliance and Contingency Plans. The major
applications which pose the greatest Year 2000 risks for Admiral
if implementation of the Year 2000 compliance program is not
successful are the Company's management systems, financial systems
applications and related third-party software. Potential problems
if the Year 2000 compliance program is not successful include
disruptions of the Company's revenue gathering from and
distribution to its customers and vendors and the inability to
perform its other reporting, financial and accounting functions.
The goal of the Year 2000 project is to ensure that all of
the critical systems and processes which are under the direct
control of the Company remain functional. However, because
certain systems and processes may be interrelated with systems
outside of the control of the Company, there can be no assurance
that all implementations will be successful. Accordingly, as part
of the Year 2000 project, contingency and business plans will be
developed to respond to any failures as they may occur. Such
contingency and business plans are scheduled to be completed
during 1999. Management does not expect the costs to Admiral of
the Year 2000 project to have a material adverse effect on the
Company's financial position, results of operations or cash flows.
However, based on information available at this time, Admiral
cannot conclude that any failure of the Company or third parties
to achieve Year 2000 compliance will not adversely affect the
Company.
9
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 2. Changes in Securities
Not applicable.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
Item 5. Other Information
Not applicable.
Item 6. Exhibits and Reports on Form 8-k
Not applicable.
10
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: November 15, 1999 By: /s/ Wm. Lee Popham
--------------------------
Wm. Lee Popham, President
Date: November 15, 1999 By: /s/ Linda E. Baker
--------------------------
Linda E. Baker, Principal
Financial & Accounting
Officer
11