SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1996
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 0-11333
FOXMOOR INDUSTRIES, LTD.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 84-086250
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
3801 E. Florida Avenue, Ste. 105, Denver, CO 80210
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(Address of principal executive offices)
(303) 759-4626
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(Registrant's telephone number)
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(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the Registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes X No
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APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Check whether the Registrant filed all documents and reports required to
be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court.
Yes No
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APPLICABLE ONLY TO CORPORATE ISSUERS:
As of September 30, 1996, 1,857,150 shares of Common Stock, $.01 par value, of
the Registrant were outstanding.
<PAGE>
FOXMOOR INDUSTRIES, LTD
INDEX
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PART I FINANCIAL INFORMATION
Item 1: Financial Statements
Balance sheet at September 30, 1996 and June 30, 1996 Page 3
Statement of Profit and Loss for the Three Months
Ended September 30, 1996 and 1995 Page 4
Statement of Changes in Stockholders' Equity for the
Three Months Ended September 30, 1996 Page 5
Statement of Cash Flow for the Three Months Ended
September 30, 1996 and 1995 Page 6
Condensed Notes to Financial Statements Page 7
Item 2: Management's Discussion and Analysis
of Financial Condition and Results
of Operation Page 8
Part II OTHER INFORMATION Page 10
<PAGE>
<TABLE>
FOXMOOR INDUSTRIES, LTD.
BALANCE SHEET
(In Thousands)
<CAPTION>
September 30, June 30,
1996 1996
(Unaudited)
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<S> <C> <C>
CURRENT ASSETS
Cash & Short Term Investments $1,315 $1,214
Assignments Receivable 526 526
Warehouse Line Loans Receivable 546 200
Accounts Receivable-Other 295 295
Deferred Tax Asset 26 26
----- -----
Total Current Assets $2,708 $2,261
Property & Equipment, at cost
Office Furniture and Equipment
Net of Accumulated Depreciation 15 15
OTHER ASSETS
Deposits 4 4
Assignments Receivable-Long Term 414 443
Note receivable - non current 65 65
Advances To Contractors 277 277
Mortgages receivable 34 34
Deferred tax asset 131 131
Organization costs 15 15
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Total Assets $3,663 $3,245
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LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable $ 6 $ 6
Notes Payable 546 200
Accrued Liabilities 3 3
STOCKHOLDERS' EQUITY
Preferred stock, $.01 par value;
3,000,000 shares authorized; none
issued and outstanding
Common stock, $.01 par value;
3,750,000 Shares Authorized:
1,918,150 Shares issued 19 19
Treasury Stock (145) (145)
Additional Paid in Capital 3,778 3,778
Accumulated Deficit (544) (616)
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Total Stockholders Equity $3,108 $3,036
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Total Liabilities and
Stockholders' Equity $3,663 $3,245
The accompanying notes are an integral part
of the financial statements
</TABLE>
<PAGE>
<TABLE>
FOXMOOR INDUSTRIES, LTD.
STATEMENT OF PROFIT AND LOSS
(In Thousands Except for Share Data)
<CAPTION>
Three Months Ended
September 30,
1996 1995
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<S> <C> <C>
Assignment Revenue $ 101 $ 142
--- ---
Interest Income 16 18
--- ---
Total Revenues 117 160
--- ---
Operating Expenses
Consulting Services 3 5
Officer's Compensation 0 0
Travel and Entertainment 2 1
Advertising and Promotions 0 1
Computer Expense 0 0
Telephone 3 3
Salaries and Wages 24 16
Legal and Accounting 0 1
Rent 6 4
Rental Equipment 0 0
Dues, Subscriptions, Fees 0 0
Office Supplies 1 3
Postage and Shipping 1 1
Other 0 0
Contract Labor 0 0
Depreciation 0 0
Lease 1 1
Taxes 4 3
Interest Expense 0 0
Warehouse Expense 0 0
Total Operating Expenses 45 39
--- ---
Net Gain (Loss) 72 121
--- ---
Net Gain (Loss) Per Share $ .05 $ .08
---- ----
Average Shares Outstanding 1,749,650 1,710,650
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The accompanying notes are an integral part
of the financial statements
</TABLE>
<PAGE>
<TABLE>
FOXMOOR INDUSTRIES, LTD.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
For the Three Months Ended September 30, 1996
(In Thousands)
<CAPTION>
Additional Stock-
Common Common Paid-In Accumulated holder
Shares Amount Capital Deficit Equity
------ ------ ---------- ----------- ------
<S> <C> <C> <C> <C> <C>
Balance-June 30,
1996 1,918,150 $ 19 $ 3,778 $ (616) $3,036
--------- ---- ------ ------- -----
Net Gain (Loss)
for the period 0 0 0 72 72
--------- ---- ------ ------- -----
Common Stock
Issued 0 0 0 0 0
--------- ---- ------ ------- -----
Balance-Sept. 30,
1996 1,918,150 $ 19 $ 3,778 $ (544) $3,108
--------- ---- ------ ------- -----
The accompanying notes are an integral part
of the financial statements
</TABLE>
<PAGE>
<TABLE>
FOXMOOR INDUSTRIES, LTD.
STATEMENT OF CASH FLOW
For the Three Months Ended
September 30, 1996 and September 30, 1995
<CAPTION>
For the Three
Months Ended September 30,
1996 1995
--------------------------
<S> <C> <C>
Cash Flow from Operating Activities
Net income (loss) $ 72,347 $121,006
Add (deduct) items not affecting
Cash Flow from Operations:
Depreciation 0 0
Decrease (increase) in Assignments
Receivable 29,000 0
Decrease in Accounts Receivable
Trade 0 0
Decrease in Film Cost Inventory 0 0
Decrease (increase) in Accrued
Interest Receivable 0 0
Increase in Prepaid Expenses 0 0
Decrease in Accounts Payable 0 0
Increase in Accrued Officer Interest 0 0
Decrease in Deferred Revenue 0 0
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Net Cash Flow from Operating Activities $101,347 $121,006
Cash Flow from Investing Activities
Purchase of Property and Equipment 0 0
Investment in Subsidiary 0 (42,400)
Increase in Note Receivable 0 0
Investment in Stock 0 0
Investment in Dealers 0 (80,000)
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Net Cash Flow From Investing Activities 0 (122,400)
Cash Flow from Financing Activities
Advances from Officers 0 0
Payments on Note Payable 0 0
Sale of Common Stock 0 0
Sale of Warrants 0 282,500
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Net Cash Flow from Financing Activities 0 282,500
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Net Increase (Decrease) in Cash $101,347 $284,849
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The accompanying notes are an integral part
of the financial statements
</TABLE>
<PAGE>
FOXMOOR INDUSTRIES, LTD.
CONDENSED NOTES TO FINANCIAL STATEMENTS
NOTE: 1 BASIS OF PRESENTATION
---------------------
The financial statements have been prepared without audit, pursuant to the
rules and regulations of the Securities and Exchange Commission. In
management's opinion, all adjustments necessary for fair presentation have been
made. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to Securities and Exchange
Commission rules and regulations. The Company believes that no additional
disclosure is necessary to make the information presented not misleading,
although it is suggested that these financial statements be read in conjunction
with financial statements contained in form 10-KSB dated June 30, 1996.
<PAGE>
FOXMOOR INDUSTRIES, LTD.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULT OF OPERATION FOR THE
THREE MONTHS ENDED SEPTEMBER 30, 1996
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
Operating activities
--------------------
Since inception in December, 1981, the Company has pursued its business
plan of acquiring and financing the development of theatrical properties. In
the Year ended June 30, 1991, the Company revised its business plan to
primarily pursue a planned interim funding program.
For the three months ended September 30, 1996, the Company received no
revenue from its film properties. The Company wrote off its film cost
inventory in the year ended June 30, 1991, and expects no further revenue from
its film properties.
The Company experienced higher revenues from customers due to its change
in business plan to provide interim financing on a full recourse basis for
fixed rate, closed end installment sales contracts preapproved by an acceptable
financial institution. The contracts are purchased at a discount and the
agreement calls for the contract to be fully funded by the financial
institution within sixteen days of the purchase date.
Financing activities
--------------------
On July 22, 1992, the Company issued warrants to purchase 250,000 shares
of $.01 par value common stock at $2.00 to a limited partnership for the
consideration of $25,000. The warrants are exercisable as of September 30,
1996 and expire on July 22, 1997. As of September 30, 1996, 203,000 warrants
have been exercised providing additional working capital in the amount of
$406,000 net of offering costs and expenses, leaving a balance of 47,000
warrants to be exercised. On November 24, 1992, the Company's Registration
Statement on Form S-3 became effective with the Securities and Exchange
Commission, registering 853,400 shares of $.01 par value common stock
underlying the warrants. Also registered were 179,600 shares of restricted
$.01 par value common stock. As of September 30, 1996, 806,400 warrants had
been exercised providing additional working capital in the amount of $1,612,800
net of offering costs and expenses, and leaving 47,000 common stock purchase
warrants outstanding which expire on July 22, 1997.
In July of 1994, the Company's Registration Statement on form S-8 became
effective registering 200,000 shares of $.01 par value common stock at $1.50
per share and 400,000 shares of $.01 par value common stock at $2.18 per share.
As of September 30, 1996, 108,400 warrants at $1.50 have been exercised
providing additional working capital in the amount of $162,000 net of offering
costs and expenses with the remainder of $1.50 warrants having expired. During
the fiscal year ended June 30, 1996, 15,000 of the warrants exercisable at
$2.18 a share were exercised leaving a balance of $385,000 warrants. The
warrants are all exercisable as of September 30, 1996, and expire on June 30,
1997.
There are no known trends or demands, commitments, events or uncertainties
that are reasonably likely to result in the Company's liquidity materially
increasing or decreasing. As of September 30, 1996, $1,314,963 of the
Company's total assets of $3,663,362 consists of cash. As of the end of its
latest fiscal period, the Company had no material commitments for capital
expenditures.
<PAGE>
Management plans on expending funds for the reduction of corporate debt
and for advertising and marketing needed to expand its planned interim funding
program. Capital will be obtained from operating income from its planned
interim funding program, short-term borrowing pursuant to its line of credit
and the anticipated sale of corporate securities through the exercise of its
warrants and further subscriptions of common stock.
RESULTS OF OPERATIONS
- ---------------------
The Company is no longer actively pursuing the acquisition and marketing
of its entertainment properties. The Company wrote off its film cost inventory
for the year ended June 30, 1991.
The Company made a significant change in its business plan that materially
affected the amount of reported income from operations for the three months
ended September 30, 1996. During the year ended June 30, 1991, the Company
entered into an agreement to provide interim financing on a full recourse basis
for fixed rate, closed end installment sales contracts preapproved by an
acceptable financial institution. The contracts are purchased at a discount and
the agreement calls for the contracts to be fully funded by the financial
institution within sixteen days of the purchase date. Extensions of time can
be granted by the Company for an additional fee.
At September 30, 1996, all assignments receivable result from an Agreement
with sixteen home improvement installation companies. The Company presently
receives 70% of its revenues from an Agreement with one home improvement
contractor. The Company continues to operate under an Agreement terminable at
any time by either party with 30 days written notice. Due to the amount of
revenues from this one contractor, the Company's income from operations would
be severely impaired should the present Agreement not be renewed.
No allowance for doubtful accounts has been established as management
anticipates that all assignments receivable will be collected. For the three
months ended September 30, 1996, the Company had received gross assignment
revenues of $101,344.
The gross revenue has increased compared to last year due to the expansion
of the interim funding business utilizing cash reserves plus the capital raised
in the private placements. During the three months ended September 30, 1996,
the Company's income came from interest income of $15,926, net assignment
revenues of $101,344 and the Company incurred operating expenses in the amount
of $44,923.
Material Trends
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There have been no known material trends favorable or unfavorable, that
would have an impact on the Company's income or revenues from continuing
operations.
Effects of Inflation
--------------------
To date, inflation has had no effect on the business of the Company and
none is anticipated by management.
<PAGE>
FOXMOOR INDUSTRIES, LTD.
PART II - OTHER INFORMATION
Item 6: Exhibits and Reports on Form 8-K.
(A) Exhibits - None
(B) No reports on Form 8-K were filed during this quarter.
<PAGE>
SIGNATURES
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.
FOXMOOR INDUSTRIES, LTD.
Date: November 8, 1996 /s/ W. Ross C. Corace
-------------------------
W. Ross C. Corace
President, Treasurer
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-END> SEP-30-1996
<CASH> 1,315,000
<SECURITIES> 0
<RECEIVABLES> 2,018,000
<ALLOWANCES> 190,000
<INVENTORY> 0
<CURRENT-ASSETS> 2,708,000
<PP&E> 52,000
<DEPRECIATION> 37,000
<TOTAL-ASSETS> 3,663,000
<CURRENT-LIABILITIES> 555,000
<BONDS> 0
0
0
<COMMON> 19,000
<OTHER-SE> 3,633,000
<TOTAL-LIABILITY-AND-EQUITY> 3,663,000
<SALES> 0
<TOTAL-REVENUES> 117,000
<CGS> 0
<TOTAL-COSTS> 45,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 72,000
<INCOME-TAX> 0
<INCOME-CONTINUING> 72,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 72,000
<EPS-PRIMARY> .05
<EPS-DILUTED> .05
</TABLE>
