FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] Quarterly Report Under 13 or 15(d) of the Securities Exchange Act of 1934
For Quarter Ended September 30, 1998
or
[ ] Transition Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the transition period of to
Commission File Number 0-8016
OLD STONE CORPORATION
(Exact name of registrant as specified in its charter)
Rhode Island 05-0341273
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
957 Warren Avenue
East Providence, Rhode Island 02914
(Address of Principal Executive Offices) Zip Code
(401) 434-4632
(Registrant's Telephone Number, Including Area Code)
* 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 and 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 No:
The number of shares outstanding of the registrant's Common Stock, $1.00 par
value, as of September 30, 1998; 8,297,046.238
<PAGE>
PART I - FINANCIAL INFORMATION: PAGE NO.
Item 1. Financial Statements
Consolidated Balance Sheets - 1
September 30, 1998 and December 31, 1997
Consolidated Statements of Operations - For the 2
Three Months and Nine Months Ended
September 30, 1998 and 1997
Consolidated Statements of Changes in Stockholders' 3
Equity (Deficit) - For the Nine Months Ended
September 30, 1998 and 1997
Consolidated Statements of Cash Flows - For the 4
Nine Months Ended September 30, 1998 and 1997
Notes to Financial Statements 5
Item 2. Management's Discussion and Analysis of Financial 7
Condition and Results of Operations
PART II - OTHER INFORMATION
Item 3. Defaults Upon Senior Securities 8
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
OLD STONE CORPORATION
CONSOLIDATED BALANCE SHEETS
($ In Thousands)
<TABLE>
<CAPTION>
September 30, December 31,
1998 1997
Unaudited
ASSETS
<S> <C> <C>
Cash $ 24 $ 27
Short-term investments 105 251
Loans (net of reserve for loan losses of $52 in
1998 and in 1997) 17 34
Other assets 274 56
---------- -----------
TOTAL ASSETS $ 420 $ 368
========== ==========
</TABLE>
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
LIABILITIES
<S> <C> <C>
Other Liabilities $ 1,342 $ 1,184
--------- ---------
TOTAL LIABILITIES 1,342 1,184
REDEEMABLE PREFERRED STOCK
Preferred stock, series B, $1.00 par value;
1,046,914 shares authorized, issued and
outstanding (Liquidation value $20,938) 20,447 20,300
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, $1.00 par value; 25,000,000 shares
authorized; 8,300,175 shares issued in 1998
and 1997 8,300 8,300
Additional paid-in capital 91,540 91,685
Surplus 30,000 30,000
Accumulated deficit (150,066) (149,958)
Treasury stock, at cost; 54,000 shares in 1998
and 1997 ( 1,143) ( 1,143)
--------- ---------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) ( 21,369) ( 21,116)
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) $ 420 $ 368
========== ==========
</TABLE>
The accompanying notes are an integral part of the consolidated
financial statements.
<PAGE>
OLD STONE CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
($ In Thousands except for per share data)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1998 1997 1998 1997
---- ---- ---- ----
INCOME:
<S> <C> <C> <C> <C>
Interest income $ 7 $ 5 $ 15 $ 17
Other income 75 38 168 120
--------- --------- --------- --------
TOTAL INCOME 82 43 183 137
--------- --------- ---------- --------
EXPENSES:
Salaries and employee benefits 36 35 116 114
Net occupancy expense 3 3 8 8
Equipment expense, including depreciation 1 1 4 4
Other expenses 56 63 163 131
--------- --------- --------- --------
TOTAL EXPENSES 96 102 291 257
--------- -------- --------- --------
(Loss) from continuing operations
before income taxes ( 14) ( 59) ( 108) ( 120)
Income taxes -0- -0- -0- -0-
---------- ---------- --------- --------
NET (LOSS) ($ 14) ($ 59) ($ 108) ($ 120)
======= ======= ======= =======
NET (LOSS) AVAILABLE FOR
COMMON STOCKHOLDERS ($ 691) ($ 736) ($ 2,139) ($ 2,151)
(LOSS) PER SHARE ($ .09) ($ .09) ($ .26) ($ .26)
======= ======= ======= =======
AVERAGE SHARES OUTSTANDING 8,297,046 8,297,046 8,297,046 8,297,046
========= ========= ========= =========
</TABLE>
The accompanying notes are an integral part of the
consolidated financial statements.
<PAGE>
OLD STONE CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN
STOCKHOLDERS' EQUITY (DEFICIT)
Nine Months Ended September 30, 1998 and 1997
($ in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
Additional
Common Paid-In Accumulated Treasury
Stock Capital Surplus (Deficit) Stock Total
<S> <C> <C> <C> <C> <C> <C>
December 31, 1996 $ 8,300 $ 91,881 $ 30,000 ($149,745) ($1,143) ($ 20,707)
Net (loss) ( 120) ( 120)
Accretion of discount on
preferred stock, series B _______ ( 147) _______ _______ _______ ( 147)
------- ------------ ------- ------- ------- ---------
September 30, 1997 $ 8,300 $ 91,734 $ 30,000 ($149,865) ($1,143) ($ 20,974)
======= ========= ======== ========== ======== ==========
December 31, 1997 $ 8,300 $ 91,685 $ 30,000 ($149,958) ($1,143) ($ 21,116)
Net (loss) (108) ( 108)
Accretion of discount on
preferred stock, series B _______ ( 145) _______ _______ _______ ( 145)
------- ------------ ------- ------- ------- ----------
September 30, 1998 $ 8,300 $ 91,540 $ 30,000 ($150,066) ($1,143) ($ 21,369)
======= ========= ======== ========== ======== ==========
</TABLE>
The accompanying notes are an integral part of the
consolidated financial statements.
<PAGE>
OLD STONE CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Months Ended September 30, 1998 and 1997
($ In Thousands)
(Unaudited)
<TABLE>
<CAPTION>
1998 1997
---- ----
Operating activities:
<S> <C> <C>
Net (loss) ($ 108) ($ 120)
Adjustments to reconcile net (loss) to net
cash (used) by operating activities:
Other, net ( 58) ( 17)
---------- -----------
Net (used) by operating activities ( 166) ( 137)
Investing activities:
Net decrease in investments 146 ( 119)
Net decrease in loans 17 2
----------- ------------
Net cash provided by investing activities 163 ( 121)
(Decrease) in cash ( 3) ( 16)
Cash at beginning of period 27 33
----------- ----------
Cash at end of period $ 24 $ 17
=========== ===========
</TABLE>
The accompanying notes are an integral part of the
consolidated financial statements.
<PAGE>
OLD STONE CORPORATION
NOTES TO FINANCIAL STATEMENTS
Nine Months Ended September 30, 1998 and 1997
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES:
COMPANY DESCRIPTION AND BASIS OF PRESENTATION
Until January 28, 1993, Old Stone Corporation (The "Company" or "OSC") was a
unitary savings and loan holding company which conducted substantially all of
its business primarily through its ownership of Old Stone Bank, a Federal
Savings Bank and its subsidiaries (the "Bank" or "Old Stone"). On January 29,
1993, the Office of Thrift Supervision of the United States Department of the
Treasury (the "OTS") placed the Bank into receivership due to the Bank being
critically undercapitalized. The OTS created a new institution, Old Stone
Federal Savings Bank ("Old Stone Federal") to assume all deposits and certain
assets and liabilities of Old Stone. The Resolution Trust Corporation (the
"RTC") was appointed Receiver to handle all matters related to Old Stone and as
Conservator of Old Stone Federal.
As a result of the receivership of the Bank, the Company has undergone material
changes in the nature of its business and is no longer operating as a unitary
savings and loan holding company. As of September 30, 1998 the Company's
business activities included its only surviving subsidiary, Old Stone Securities
Company, a registered securities broker-dealer which provides brokerage services
to retail and institutional clients.
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included and operating results for the nine months ended September 30, 1998
are not necessarily indicative of the results that may be expected for the year
ended December 31, 1998. For further information, refer to the consolidated
financial statements and notes thereto included in the Old Stone Corporation's
Annual Report on Form 10-K for the year ended December 31, 1997. All material
intercompany transactions and balances have been eliminated. Certain previously
reported amounts have been restated to conform with the current presentation.
<PAGE>
OLD STONE CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
Nine Months Ended September 30, 1998 and 1997
($ in Thousands except for per share data)
(Unaudited)
NOTE 2 - (LOSS) PER SHARE
The calculation of loss per share is as follows ($ in thousands, except for per
share amounts):
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1998 1997 1998 1997
---- ---- ---- ----
PRIMARY (LOSS):
<S> <C> <C> <C> <C>
Net (loss) ($ 14) ($ 59) ($ 108) ($ 120)
Deduct accretion of discount on
series B preferred stock and
preferred dividends 677 677 2,031 2,031
------- ------- ------ ------
Net (loss) applicable to common stock ($ 691) ($ 736) ($ 2,139) ($ 2,151)
======= ======= ====== ======
ALLOCATION OF PRIMARY (LOSS):
(Loss) from continued operations ($ 14) ($ 59) ($ 108) ($ 120)
Deduct accretion of discount on
series B preferred stock
and preferred dividends 677 677 2,031 2,031
------ ------- ------ ------
TOTAL NET (LOSS) ($ 691) ($ 736) ($ 2,139) ($ 2,151)
======= ======= ====== ======
Average shares outstanding 8,297,046 8,297,046 8,297,046 8,297,046
========= ========= ========= =========
PRIMARY (LOSS) PER
COMMON SHARE ($ .09) ($ .09) ($ .26) ($ .26)
======= ======= ======= =======
</TABLE>
<PAGE>
NOTE 3 - REDEEMABLE PREFERRED STOCK:
On October 6, 1991, the annual dividend of $2.40 per share of the Preferred
Series B stock was suspended. As of September 30, 1998, cumulative preferred
dividends of $17,588,155 ($16.80 per share) had not been declared or paid.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Current Operations
As a result of the Bank Closing, the Corporation's present business activities
include its only surviving significant subsidiary, Old Stone Securities Company,
a registered securities broker-dealer which provides brokerage services to
retail and institutional clients.
Old Stone Securities' loss before income taxes was ($4,315) for the nine month
period ended September 30, 1998, compared to a loss of ($55,601) for the nine
month period ended September 30, 1997.
Management has invested, and intends in the future to invest, the Corporation's
assets on a short-term basis. While the Corporation's Board of Directors has
considered selling Old Stone Securities, the Board has determined not to do so
at the present time.
Liquidity and Capital Resources
At September 30, 1998, the Corporation had $.4 million in assets, $1.3 million
in total liabilities, $20.5 million in redeemable preferred stock, and a
stockholders' deficit of ($21.4) million, compared to $.4 million in assets,
$1.2 million in total liabilities, $20.3 million in redeemable preferred stock
and stockholders' deficit of ($21.1) million at December 31, 1997.
The Corporation's assets are currently being invested short-term, and expenses
have been reduced to a level that management believes is commensurate with the
Corporation's current activities pending resolution of any potential claims.
Results of Operations
Total income increased $39,000 for the three month period ended September 30,
1998 as compared to the same period in 1997. This increase was primarily
attributable to an increase in other income of $37,000 in the 1998 period over
the comparable period in 1997. Total income year to date increased by $46,000 as
compared to the same period in 1997. The increase was primarily attributable to
an increase in other income of $48,000 and a reduction in interest income of
$2,000 in the 1998 period over the comparable period in 1997.
Interest income was $7,000 and $5,000 respectively, for the three month periods
ended September 30, 1998 and 1997. Other income was $75,000 for the three month
period ended September 30, 1998, compared to $38,000 for the three month period
ended September 30, 1997.
Total expenses decreased $6,000 for the three month period ended September 30,
1998 as compared to the three month period ended September 30, 1997. The
decrease was attributable to other expenses of $7,000 of which were primarily
legal and professional expenses, over the comparable period in 1997.
Total expenses year to date increased $34,000 as compared to the same period in
1997, of which were primarily attributable to legal and professional fees.
The Corporation's primary operating expenses have been legal and accounting
expenses as well as the operating expenses of Old Stone Securities Company.
Operating expenses (including salaries and benefits) were $96,000 for the three
month period ended September 30, 1998, compared to $102,000 for the same period
in 1997. Operating expenses year to date were $291,000 compared to $257,000 for
the same period in 1997.
As a result of the foregoing, the Corporation reported net loss of ($14,000) for
the three month period ended September 30, 1998, compared to ($59,000) for the
same period in 1997.
The loss per share available for common stockholders was ($.09) for the three
month period ended September 30, 1998 after the deduction of preferred dividends
of $677,000. The loss per share available for common stockholders was ($.09) for
the three month period ended September 30, 1997 after the deduction of preferred
dividends of $677,000. No preferred or common dividends have been paid since the
second quarter of 1991 and the Corporation does not expect to pay dividends in
the foreseeable future. Further, the Corporation is prohibited from paying
dividends on the Common Stock until the aggregate deficiency on the preferred
stock dividends is paid in full. Total loss per share year to date, was ($.26)
as compared to ($.26) for the same period in 1997.
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
On September 16, 1992, the Corporation and the Bank ("Plaintiffs") instituted a
suit against the United States ("Defendant") in the U.S. Court of Federal
Claims. In connection with certain government-assisted acquisitions by
Plaintiffs in the 1980's, the Defendant (through its agencies the Federal Home
Loan Bank Board ("FHLBB") and the Federal Savings and Loan Insurance
Corporation) in exchange for the Bank's purchasing certain assets and assuming
certain liabilities of Defendant, agreed among other things to provide
Plaintiffs with certain valuable capital credits and authorized Plaintiffs to
treat those credits as regulatory capital. The Defendant authorized Plaintiffs
to amortize such capital credits along with the goodwill created by such
acquisitions over a period of 25 to 30 years on the Bank's regulatory financial
statements. Furthermore, the Corporation entered into a Net Worth Maintenance
Stipulation in which it agreed to maintain the net worth of the Bank at agreed
upon regulatory levels, which included the capital credits and supervisory
goodwill in the calculation thereof.
Following the passage of the Financial Institutions Reform, Recovery, and
Enforcement Act in August, 1989, the Office of Thrift Supervision (successor in
interest to the FHLBB) required the Bank to discontinue treating these capital
credits and supervisory goodwill as part of regulatory capital and caused the
Bank to write off immediately approximately $80 million of such capital credits
and supervisory goodwill. Based upon this breach, Plaintiffs allege breach of
contract by the United States, resulting in substantial injury to Plaintiffs,
effecting a taking of Plaintiffs' property without just compensation, and
unjustly enriching the Defendant at the expense of Plaintiffs. Plaintiffs seek
compensation for the damages caused by the breach, just compensation for the
property taken, and disgorgement of the amounts by which the Defendant has been
unjustly enriched. The Defendant has filed a counterclaim against the
Corporation for alleged breach of the Corporation's net worth maintenance
agreement. The Corporation has filed an answer denying such counterclaim.
Following the Bank Closing, the Bank's claims and the claims of the Corporation
were split into two separate actions. The Corporation's claims are separate and
distinct from the claims of the Bank. An agency of the Defendant serves as
Receiver for the Bank and is maintaining the Bank's claims against the
Defendant.
On February 26, 1998, the Corporation filed a motion for summary judgment. The
Bank's summary judgment motion was filed on April 3, 1998. On May 4, 1998, the
Defendant filed a Motion for Continuance in order to conduct discovery prior to
responding to the summary judgment motion of the Corporation and the Bank.
Discovery proceedings are ongoing. No prediction as to the outcome of this case
can be made at this time.
There are several similar cases pending before the U.S. Court of Federal Claims.
The Corporation's case is dependent, in part, upon the outcome of cases which
are currently being, or will soon be, litigated on damages. No prediction as to
the timing or the outcome of the Corporation's case can be made at this time.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
The Corporation discontinued dividends to holders of its Cumulative Voting
Convertible Preferred Stock, Series B (the "Preferred Stock"), during 1991 and
does not expect to pay any dividends on such stock for the foreseeable future.
As a result of the failure to pay dividends on the Preferred Stock for more than
four quarters, the holders of the Preferred Stock collectively are entitled to
elect a number of directors of the Corporation constituting twenty percent (20%)
of the total number of directors of the Corporation at the next meeting of
stockholders at which directors are to be elected. Until the aggregate
deficiency is declared and fully paid on the Preferred Stock, the Corporation
may not declare any dividends or make any other distributions on or redeem the
Common Stock. The total amount of the arrearage as of September 30, 1998 was
$17,588,155.
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.
OLD STONE CORPORATION
Date: November 13, 1998 /s/Geraldine Nelson
-------------------------------------
Geraldine Nelson
President and Treasurer
(Chief Executive and Chief Accounting Officer)
<TABLE> <S> <C>
<ARTICLE> BD
<LEGEND>
(Replace this text with the legend)
</LEGEND>
<CIK> 0000074273
<NAME> Old Stone Corporation
<MULTIPLIER> 1
<CURRENCY> U.S.Dollars
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> SEP-30-1998
<EXCHANGE-RATE> 1
<CASH> 24,000
<RECEIVABLES> 0
<SECURITIES-RESALE> 0
<SECURITIES-BORROWED> 0
<INSTRUMENTS-OWNED> 105,000
<PP&E> 6,435
<TOTAL-ASSETS> 420,000
<SHORT-TERM> 0
<PAYABLES> 1,342,000
<REPOS-SOLD> 0
<SECURITIES-LOANED> 0
<INSTRUMENTS-SOLD> 0
<LONG-TERM> 0
20,447,000
0
<COMMON> 8,300,000
<OTHER-SE> (29,669,000)
<TOTAL-LIABILITY-AND-EQUITY> 420,000
<TRADING-REVENUE> 0
<INTEREST-DIVIDENDS> 15,000
<COMMISSIONS> 168,000
<INVESTMENT-BANKING-REVENUES> 0
<FEE-REVENUE> 0
<INTEREST-EXPENSE> 0
<COMPENSATION> 116,000
<INCOME-PRETAX> (108,000)
<INCOME-PRE-EXTRAORDINARY> (94,000)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (108,000)
<EPS-PRIMARY> (.26)
<EPS-DILUTED> (.26)
</TABLE>
