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UNITED STATES
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 June 30, 1996
Commission File Number 0-95440
M T FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
NEVADA 36-4010347
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
875 NORTH MICHIGAN AVENUE, SUITE 2930
CHICAGO, IL 60611
(Address of principal executive offices) (Zip Code)
(312) 850-8256
(Registrant's telephone number including area code)
Check whether the issuer (1) has filed all reports required to be filed by
section 13 or 15(d) of the Securities Exchange Act of 1934 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:/ /
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: 29,211,026 SHARES OF COMMON
STOCK, $.001 PAR VALUE PER SHARE, ISSUED AND OUTSTANDING AS OF JUNE 30, 1996.
NO SHARES OF PREFERRED STOCK, $.01 PAR VALUE PER SHARE, WERE ISSUED OR
OUTSTANDING AS OF THAT DATE.
Transitional Small Business Disclosure Format:
YES:/ / NO:/X/
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INDEX
PAGE
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)................................1
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION.....5
PART II - OTHER INFORMATION...................................................5
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K................................5
i
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
M T FINANCIAL GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED BALANCE SHEETS
ASSETS
JUNE 30, 1996
CURRENT ASSETS (UNAUDITED) DECEMBER 31, 1995
- - -------------- ------------- -----------------
Cash and cash equivalents $ 53,041 $ 193,266
Interest receivable 30,052 29,219
---------- ----------
Total current assets 83,093 222,485
United States Treasury Notes,
total face value $1,100,000 1,098,957 1,033,634
(as of June 30, 1996) and ---------- ----------
$1,000,000 (as of December 31,
1995), at market
TOTAL ASSETS $1,182,050 $1,256,119
---------- ----------
---------- ----------
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES-ACCOUNTS PAYABLE $ 492 $ 20,278
- - ---------------------------- ---------- ----------
SHAREHOLDERS' EQUITY
- - --------------------
Preferred stock, par value $.01 --- ---
per share, 5,000,000 shares
authorized, none issued
Common stock, par value $.001 29,211 29,211
per share, 150,000,000 shares
authorized; 29,211,026 shares
issued and outstanding
Additional paid-in Capital 2,269,652 2,269,652
Deficit accumulated during the
development stage (1,138,377) (1,120,417)
Unrealized holding gain 21,072 57,395
---------- ----------
TOTAL SHAREHOLDERS' EQUITY 1,181,558 1,235,841
---------- ----------
TOTAL LIABILITIES AND $1,182,050 $1,256,119
SHAREHOLDERS' EQUITY ---------- ----------
---------- ----------
SEE NOTES TO CONDENSED FINANCIAL STATEMENTS
1
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M T FINANCIAL GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS SIX MONTHS CUMULATIVE
ENDED JUNE 30, ENDED JUNE 30, AMOUNTS FROM
REVENUES 1996 1995 1996 1995 APRIL 1, 1989
-------- ---- ---- ---- ---- -------------
<S> <C> <C> <C> <C> <C>
Investment Income $ 18,926 $ 15,374 $ 37,448 $ 36,338 $ 124,536
EXPENSES
General and
administrative
and state
income taxes 36,071 40,089 55,408 120,581 340,741
---------- ---------- ---------- --------- ---------
Net Loss $ (17,145) $ (24,715) $ (17,960) $ (84,243) $(216,205)
---------- ---------- ---------- --------- ---------
Net Loss Per --- --- --- ---
Common Share ---------- ---------- ---------- ---------
Weighted Average
Number Of 29,211,026 29,211,019 29,211,026 29,211,019
Common Shares ---------- ---------- ---------- ----------
Outstanding
</TABLE>
SEE NOTES TO CONDENSED FINANCIAL STATEMENTS
2
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M T FINANCIAL GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED CUMULATIVE
JUNE 30, JUNE 30, AMOUNTS FROM
OPERATING ACTIVITIES: 1996 1995 1996 1995 APRIL 1, 1989
---- ---- ---- ---- -------------
<S> <C> <C> <C> <C> <C>
Net loss $(17,145) $ (24,715) $(17,960) $ (84,243) $ (216,205)
Amortization of (1,620) (1,620) (3,240) (3,781) (10,260)
discount on
United States
Treasury Notes
Issuance of ---- ---- ---- ---- 9,863
common stock
for professional
services
Changes in operating
assets and
liabilities:
Interest receivable (16,771) (13,281) (833) 163 (30,052)
Accounts payable (9,355) (8,475) (19,786) 2,840 (258)
-------- -------- --------- --------- ----------
Net cash used in (44,891) (48,091) (41,819) (85,021) (246,912)
operating -------- -------- --------- --------- ----------
activities
INVESTING ACTIVITIES
Purchase of United
States Treasury
Notes (98,406) ---- (98,406) ---- (1,067,625)
-------- --------- --------- --------- ----------
FINANCING ACTIVITIES
Proceeds from ---- ---- ---- ---- 1,327,944
issuance of common
stock
Proceeds from --- ---- ---- 25,014 39,634
capital -------- --------- --------- --------- ----------
contributions
by stockholders
Net cash provided ---- ---- ---- 25,014 1,367,578
by financing -------- --------- --------- --------- ----------
activities
NET INCREASE (143,297) (48,091) (140,225) (60,007) 53,041
(DECREASE)
IN CASH AND CASH
EQUIVALENTS
CASH AND CASH 196,338 271,983 193,266 283,899 ----
EQUIVALENTS AT -------- --------- --------- --------- ----------
BEGINNING OF PERIOD
CASH AND CASH $ 53,041 $ 223,892 $ 53,041 $ 223,892 $ 53,041
EQUIVALENTS AT -------- --------- --------- --------- ----------
END OF PERIOD -------- --------- --------- --------- ----------
</TABLE>
SEE NOTES TO CONDENSED FINANCIAL STATEMENTS
3
<PAGE>
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
June 30, 1996
1. BASIS OF PRESENTATION
The accompanying unaudited condensed financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information pursuant to Regulation S-B. 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. Operating results for the
three and six months ended June 30, 1996 are not necessarily indicative of the
results that may be expected for the year ended December 31, 1996. For further
information refer to the financial statements and footnotes thereto included in
Form 10-KSB for the year ended December 31, 1995 filed by the Company.
2. TOTAL ASSETS; INVESTING ACTIVITIES
The Company's Board of Directors has adopted a resolution that the Company
does not intend to be an "investment company" within the meaning of the
Investment Company Act of 1940 (the "Act"), and declared the business of the
Company to be that of seeking at least majority ownership of one or more
operating companies as soon as reasonably practicable, which business is
consistent with the Company's past business purposes and activities. The Board
further resolved that until such an acquisition is completed, the Company shall
maintain its assets in cash, U.S. government securities or other property that
would not cause the Company to be an "investment company" as defined in the Act.
4
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
M T Financial Group, Inc. (the "Company" or "M T Financial") is the
successor by merger to Bemax Corporation ("Bemax").
The Company is currently inactive and is not carrying on any business
operations. As a result, the Company has generated no revenues from operations
and continues to experience losses. The Company's net loss for the six months
ended June 30, 1996 was $17,960, compared to a net loss of $84,243 for the same
period in the prior year. The losses resulted from general and administrative
expenses being in excess of investment income. (Unrealized gains and losses
with respect to the Company's investment in U.S. Treasury Notes are excluded
from earnings and are reported as a separate component of shareholders' equity
until realized.)
The Company's sole operational activity (and that of Bemax since 1988) has
been to seek candidates for possible business combinations. The Company is
seeking, among other things, to acquire at least majority ownership of one or
more operating companies, including any company with which its principal
stockholders are associated. No such operating company has been identified to
date. There can be no assurances that the Company's ongoing activities in this
regard will be successful or that the Company will not consider or enter into
other types of business transactions.
As a result of the capital raised by Bemax in its fiscal year ended March
31, 1995, M T Financial (as Bemax's successor) can satisfy all of its cash
requirements for the foreseeable future and does not expect that its current
business activities will require it to raise additional funds in the next twelve
months. Unless a business combination is effected which so requires, M T
Financial does not expect the purchase or sale of any plant or significant
equipment or any significant change in the number of its employees.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
Exhibit 27 Financial Data Schedule
(b) Reports of Form 8-K.
None.
5
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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 hereunto duly authorized.
M T Financial Group, Inc.
/s/ Michael T. Lyon
-----------------------------
Date: August 7, 1996 Michael T. Lyon, President
and Chief Financial Officer
6
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FOR 10-QSB
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 53,041
<SECURITIES> 1,098,957
<RECEIVABLES> 30,052
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,182,050
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,182,050
<CURRENT-LIABILITIES> 492
<BONDS> 0
0
0
<COMMON> 29,211
<OTHER-SE> 1,152,347
<TOTAL-LIABILITY-AND-EQUITY> 1,182,050
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 17,960
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (17,960)
<INCOME-TAX> 0
<INCOME-CONTINUING> (17,960)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (17,960)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
