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 March 31, 1997
[ ] 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
- --------------------------------- --------------------------
(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 March 31, 1997, 1,861,650 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 March 31, 1997 and June 30, 1996 Page 3
Cumulative Gain For the Fiscal Year Ended June 30,
1996 through March 31, 1997 and for the Nine Months
Ended March 31, 1997 and 1996 Page 4
Statement of Changes in Stockholders' Equity for the
Nine Months Ended March 31, 1997 Page 5
Statement of Cash Flow for the Nine Months Ended
March 31, 1997 and 1996 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 9
<PAGE>
<TABLE>
FOXMOOR INDUSTRIES, LTD.
BALANCE SHEET
(In Thousands)
<CAPTION>
<CAPTION>
March 31, June 30,
1997 1996
(Unaudited) (Audited)
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<S> <C> <C>
CURRENT ASSETS
Cash & Short Term Investments $ 1,112 1,214
Assignments Receivable 526 526
Warehouse Line Loans Receivable 125 200
Accounts Receivable-Other 295 295
Deferred Tax Asset 26 26
Total Current Assets $ 2,084 $ 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 556 277
Mortgages receivable 34 34
Deferred tax asset 131 131
Organization costs 15 15
Total Assets $ 3,318 $ 3,245
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LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable $ 6 $ 6
Notes Payable 125 200
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 (468) (616)
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Total Stockholders Equity 3,184 3,036
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Total Liabilities and
Stockholders' Equity $ 3,318 $ 3,245
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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>
Cumulative for
Fiscal Year Ended Three Months Ended Nine Months Ended
June 30, 1996 and March 31, March 31,
March 31, 1997 1997 1996 1997 1996
------------------- -------------------- --------------------
<S> <C> <C> <C> <C> <C>
Assignment Revenue 575 $ 56 $ 117 $ 206 $ 332
-------- ------- ------- ------- -------
Interest Income 133 11 15 38 49
Consulting Income -0- -0- -0- -0- -0-
Total Revenues 708 67 132 244 381
Operating Expenses
Consulting Services 81 5 4 8 14
Officer's Compensation -0- -0- -0- -0- -0-
Travel and Entertainment 27 1 2 5 5
Advertising and Promotions 67 -0- 1 -0- 22
Computer Expense 5 -0- -0- -0- -0-
Telephone 31 2 3 8 10
Salaries and Wages 126 8 7 37 32
Legal and Accounting 27 4 1 8 5
Rent 42 6 6 18 16
Rental Equipment 5 -0- -0- -0- -0-
Dues, Subscriptions, Fees 13 -0- -0- -0- -0-
Office Supplies 10 -0- 1 2 5
Postage and Shipping 17 -0- 1 3 6
Other 13 -0- -0- -0- -0-
Contract Labor 8 -0- -0- -0- 1
Depreciation 9 -0- -0- -0- -0-
Lease 6 1 1 2 2
Taxes 17 -0- -0- 4 3
Interest Expense 13 1 3 1 7
Warehouse Expense 18 -0- -0- -0- -0-
Total Operating Expenses 535 28 30 96 128
Net Gain (Loss) 173 39 102 148 253
Net Gain(Loss)Per Share $ .09 .02 .06 .08 .14
--------- --------- --------- --------- ---------
Average Shares Outstanding 1,861,650 1,861,650 1,861,650 1,861,650 1,861,650
--------- --------- --------- --------- ---------
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 March 31, 1997
(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
----------- ------- --------- ----------- --------
Net Gain (Loss)
for the period -0- -0- -0- 37 37
----------- ------- --------- ----------- --------
Common Stock
Issued -0- -0- -0- -0- -0-
----------- ------- --------- ----------- --------
Balance-Dec. 31,
1996 1,918,150 $ 19 $ 3,778 $ (507) $ 3,145
----------- ------- --------- ----------- --------
Net Gain(Loss)
for the period -0- -0- -0- 39 39
----------- ------- --------- ----------- --------
Common Stock
Issued -0- -0- -0- -0- -0-
Balance-March
31, 1997 1,913,150 $ 19 $ 3,778 (468) $3,184
----------- ------- --------- ----------- --------
The accompanying notes are an integral part
of the financial statements
</TABLE>
<PAGE>
<TABLE>
FOXMOOR INDUSTRIES, LTD.
STATEMENT OF CASH FLOW
For the Nine Months Ended
March 31, 1997 and March 31, 1996
<CAPTION>
For the Nine
Months Ended March 31,
1997 1996
-------------------------
<S> <C> <C>
Cash Flow from Operating Activities
Net income (loss) $ 148,476 $ 253,416
Add (deduct) items not affecting
Cash Flow from Operations:
Depreciation -0- -0-
Decrease (increase) in Assignments
Receivable 41,000 -0-
Decrease in Accounts Receivable Trade -0- 18,000
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- 12,184
Increase in Accrued Officer Interest -0- -0-
Decrease in Deferred Revenue -0- -0-
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Net Cash Flow from Operating Activities $ 189,476 $ 259,232
Cash Flow from Investing Activities
Purchase of Property and Equipment -0- -0-
Investment in Subsidiary -0- (300,000)
Increase in Note Receivable -0- (65,200)
Investment in Stock -0- -0-
Investment in Dealers (291,000) (103,754)
Net Cash Flow From Investing Activities (291,000) (468,954)
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- 304,375
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Net Cash Flow from Financing Activities -0- 304,375
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Net Increase (Decrease) in Cash $(101,524) $ 94,653
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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
NINE MONTHS ENDED MARCH 31, 1997
LIQUIDITY AND CAPITAL RESOURCES
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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 nine months ended March 31, 1997, 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 March 31, 1997
and expire on July 22, 1997. As of March 31, 1997, 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 March 31, 1997, 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 March 31, 1997, 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 March 31, 1997 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 March 31, 1997 $1,112,092 of the
Company's total assets of $3,318,491 consists of cash. As of the end of its
latest fiscal period, the Company had no material commitments for capital
expenditures.
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 nine
months ended March 31, 1997. 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 March 31, 1997, 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.
An allowance for doubtful accounts has been established in the event that
some assignments receivable will not be collected. For the nine months ended
March 31, 1997, the Company had received gross assignment revenues of
$206,165.
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 nine months ended March
31, 1997, the Company's income came from interest income of $38,321, net
assignment revenues of $206,165 and the Company incurred operating expenses in
the amount of $96,010.
Material Trends
---------------
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: May 14, 1997 /s/ W. Ross C. Corace
-------------------------
W. Ross C. Corace
President, Treasurer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AND STATEMENT OF OPERATIONS FOUND ON PAGES 3 AND 4 OF THE COMPANY'S FORM
10-QSB FOR THE NINE MONTHS ENDED MARCH 31, 1997 AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-END> MAR-31-1997
<CASH> 1,112,000
<SECURITIES> 0
<RECEIVABLES> 2,015,000
<ALLOWANCES> 190,000
<INVENTORY> 0
<CURRENT-ASSETS> 2,084,000
<PP&E> 52,000
<DEPRECIATION> 37,000
<TOTAL-ASSETS> 3,318,000
<CURRENT-LIABILITIES> 134,000
<BONDS> 0
0
0
<COMMON> 19,000
<OTHER-SE> 3,633
<TOTAL-LIABILITY-AND-EQUITY> 3,318,000
<SALES> 0
<TOTAL-REVENUES> 244,000
<CGS> 0
<TOTAL-COSTS> 96,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 148,000
<INCOME-TAX> 0
<INCOME-CONTINUING> 148,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 148,000
<EPS-PRIMARY> .08
<EPS-DILUTED> .08
</TABLE>
