FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED JUNE 30, 1996
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.
-----------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
FLORIDA 59-2806414
------- ----------
(STATE OF INCORPORATION) (I.R.S. EMPLOYER
IDENTIFICATION NO.)
825 ARTHUR GODFREY ROAD
MIAMI BEACH, FLORIDA 33140
-------------------- -----
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 305-672-5800
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
COMMON STOCK, PAR VALUE $.001 PER SHARE
---------------------------------------
(TITLE OF CLASS)
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 12 months and (2) has been subject to such filing
requirements for the past 90 days. Yes[X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K . [ ]
Aggregate market value of the voting stock held by non-affiliates of
the Registrant was $0 on September 27, 1996.
Number of shares of common stock outstanding as of September 27, 1996, was
10,985,046.
DOCUMENTS INCORPORATED BY REFERENCE
NONE
<PAGE>
ADMIRAL FINANCIAL CORP.
FORM 10-K
TABLE OF CONTENTS
PAGE
----
PART I
Item 1. Business 1
Item 2. Properties 5
Item 3. Legal Proceedings 5
Item 4. Submission of Matters to a Vote of
Security Holders 6
PART II
Item 5. Market for the Registrant's Common Stock
and Related Security Holder Matters 7
Item 6. Selected Consolidated Financial Data 7
Item 7. Management's Discussion and Analysis of
Consolidated Financial Condition and
Results of Operations 8
Item 8. Consolidated Financial Statements 9
Item 9. Disagreements on Accounting and Financial
Disclosure 9
PART III
Item 10. Directors and Executive Officers of the
Registrant 9
Item 11. Executive Compensation 10
Item 12. Security Ownership of Certain Beneficial
Owners and Management 12
Item 13. Certain Relationships and Related Transactions 13
PART IV
Item 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K 14
<PAGE>
PART I
ITEM 1. BUSINESS.
GENERAL
ADMIRAL FINANCIAL CORP. ("ADMIRAL") IS CURRENTLY AN INACTIVE
CORPORATION, WITH NO ONGOING BUSINESS ACTIVITY.
Admiral 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 ("Haven") on June 16, 1988. Admiral
had no prior operating history.
Haven was a Federally chartered stock savings and loan association that
had been conducting its business in Winter Haven, Florida, since 1964. In
addition to its main office, Haven had four branch offices in Polk County which
were located in central Florida. A large portion of the population of Polk
County consists of retired persons on fixed incomes so that the operations of
the Association were dependent primarily on the needs of this community and were
relatively unaffected by the prosperity of any of the businesses located in its
primary market area.
As a result of the enactment of The Financial Institution Reform,
Recovery and Enforcement Act of 1989 ("FIRREA"), the United States government
retroactively applied new capital standards to Haven, declared Haven to be
insolvent and in default of certain provisions of an agreement that the federal
government itself had disregarded, and confiscated the net assets of Haven on
March 2, 1990.
Admiral's sole significant asset was its investment in Haven, and
Admiral has been reduced to an inactive corporate shell.
Admiral acquired Haven on June 16, 1988. The acquisition occurred
through a contributed property exchange, whereby 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 fair market values 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)
during the ensuing sixteen month application and negotiation process with
federal regulatory authorities, for a net fair value equity contribution of
approximately $12 million. Admiral then contributed virtually all of these net
assets and liabilities to the capital of Haven, while simultaneously issuing an
additional 987,000 new common shares of Admiral to the former Haven
shareholders, in exchange for 100% of the outstanding shares of Haven in an
approved "supervisory acquisition" of an insolvent thrift institution. Admiral
has had substantially no assets, and no operations other than its investment in
Haven, and all active business operations were carried on through Haven.
Prior to the consideration of any of the equity capital contributed by
Admiral in the exchange, the fair value of Haven's liabilities assumed by
Admiral, plus the cost of acquisition, was determined to have exceeded the fair
market value of Haven's tangible assets acquired by approximately $14,902,000,
of which approximately $5,374,000 was attributable to the estimated intangible
value of Haven's deposit base and approximately $548,000 to the estimated
intangible value of Haven's mortgage loan servicing portfolio. The balance of
approximately $8,980,000 was recorded under generally accepted accounting
principles (GAAP) by Haven as excess cost over net assets acquired ("Goodwill").
The acquisition was accounted for as if it occurred on June 30, 1988. The
purchase method of accounting was used to record the acquisition and,
accordingly, all assets and liabilities of Haven were adjusted to their
estimated fair value as of the acquisition date.
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By way of a Resolution (the "Agreement") dated April 26, 1988, the
Federal Home Loan Bank Board ("FHLBB") approved the acquisition of control of
Haven by Admiral. A condition of the Agreement authorizing the acquisition
required that Admiral account for the acquisition of Haven under the "purchase"
method of accounting, whereby an asset in the nature of "Supervisory Goodwill"
would be calculated in accordance with the "Regulatory Accounting Principles"
(RAP) then in effect. Supervisory Goodwill was 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 Supervisory Goodwill of approximately $20
million was, in accordance with the Agreement, to be amortized against future
earnings over a period of twenty-five years.
Also in accordance with the Agreement, Haven was credited with new
capital under RAP accounting, 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.
In accordance with GAAP, however, the contributed equity values
reported to Admiral's shareholders was the net historical book value of
$596,812, net of approximately $1.05 million of out-of-pocket professional fees,
expenses, and other transaction costs associated with the supervisory
acquisition, and not the appraised net fair market equity values of $13 million.
As an integral part of Admiral's application to acquire Haven, Admiral
filed a Business Plan of proposed operations calling for a significant growth of
earning assets, and an increase in low-cost deposits and other lower-cost
liabilities to refinance Haven's relatively high cost of funds. This growth was
to be generated both internally, and by acquisitions of other branches and
thrifts. The FHLBB Agreement approved Admiral's Business Plan.
In exchange for the favorable accounting treatments regarding the
Supervisory Goodwill and the resulting calculation of RAP equity, the Agreement
imposed a number of conditions upon Admiral. Specifically:
Admiral was required to record the supervisory acquisition transaction
utilizing the "purchase" method of accounting, resulting in the
recognition of the maximum amount of Supervisory Goodwill possible
(approximately $20 million) under any allowable method of current
accounting theory.
Admiral agreed that it would cause the regulatory capital of Haven to
be maintained at a level at or above the quarterly minimum regulatory
capital requirement and, if necessary, infuse additional equity capital
sufficient to comply with this requirement.
Should Admiral default in this provision and be unable to cure the
default within 90 days, the FSLIC could exercise any right or remedy
available to it by law, equity, statute or regulation. In addition to
the rights that were available to the FSLIC by virtue of the Agreement,
whenever any savings and loan association fails to meet its regulatory
capital requirement, the FHLBB and the FSLIC (or their successors)
could take such actions as they deem appropriate to protect the
Association, its depositors and the FSLIC.
Admiral agreed that it would cause Haven to liquidate all of the
contributed real estate according to a schedule specified by the FHLBB
as follows: 37.5% of the market value of the properties (as determined
by the FHLBB's District Appraiser) by March 31, 1989, an additional
12.5% by June 30, 1989, and an additional 12.5% during each succeeding
quarter.
If Admiral had defaulted in this regard, it could have been subject to
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forfeiture of 100% of its Haven stock. The FSLIC would have the right
to vote the Haven stock, remove Haven's Board of Directors and/or
dispose of the stock of Haven.
Admiral acquired Haven solely with private equity capital. There were
no federal assistance payments, capital assistance notes, or any other form of
federal payments (which had been made available to other purchasers of insolvent
thrifts), involved in the acquisition Agreement negotiations. The only element
of the Agreement that Admiral specifically bargained for was the allowance of
Supervisory Goodwill, with its twenty-five year amortization period, to
compensate Admiral for its recapitalization of an insolvent thrift with a $15
million negative net worth on the supervisory acquisition date.
For the fiscal year ended June 30, 1989, Haven experienced a "Net
Interest Income" (similar to a "Gross Profit" for commercial business
operations) of $1.635 million, as opposed to a Net Interest Expense of ($.163
million) for the fiscal year immediately preceding Admiral's supervisory
acquisition of Haven. These results represented a significant turnaround for
Haven during the first year of post-supervisory acquisition operations.
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 to losses sustained as a result of liquidating one single, large
commercial property included in the stated real estate under what can only be
described as "fire sale" conditions, on the last possible day under the
Agreement, in order to meet the time schedules mandated by the FHLBB in the
Agreement. This loss, together with other operating losses and goodwill
amortization expenses, caused Haven to fail to meet its minimum capital
requirement as of March 31, 1989, and at all times thereafter.
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, by no later than December 7, 1989, more stringent capital
requirements upon savings institutions than those previously in effect. These
capital requirements were applied to Haven on a retroactive basis. Haven did not
meet these new capital requirements on the date of enactment, or on the date of
Haven's acquisition by Admiral. 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. Had FIRREA
been in effect on the date of Haven's acquisition by Admiral, Haven would have
fallen short of the capital requirements by approximately $14 million, after
taking into account Admiral's contribution of $11 million of new regulatory
capital. Admiral did not infuse any additional capital, and the net assets of
Haven were confiscated by the federal authorities on March 2, 1990.
With nearly $20 million of Supervisory Goodwill on the books and only
$11 million of contributed capital (thereby resulting in a negative tangible net
worth in excess of $8 million, and an immediate shortfall of qualifying capital
in excess of nearly $15 million) on the date of the supervisory acquisition of
Haven by Admiral, Haven did not meet these new capital requirements imposed by
FIRREA.
The FHLBB, in a supervisory letter dated March 31, 1989, designated the
Association as a "troubled institution" subject to the requirements of the
office of Regulatory Activities Regulatory Bulletin 3a ("RB3a"). A troubled
institution under RB3a is subject to various growth restrictions concerning
deposit accounts and lending activities. Haven was directed to "shrink" its
asset and deposit base, thereby assuring future operating losses.
As of March 31, 1989, Haven's regulatory capital fell approximately
$580,000 below its minimum regulatory capital requirement. As of June 30, 1989,
Haven's regulatory capital was approximately $2.3 million below the minimum
regulatory
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requirement. This regulatory capital deficiency was a result of the
Association's substantial operating losses incurred as a result of the directive
from FHLBB supervisory personnel to "shrink" the assets and deposits of Haven,
and the sale of certain parcels of contributed real estate, under circumstances
that could only be described as a "fire sale," at amounts which approximated
predecessor cost, rather than at the substantially higher appraised values
(which had previously been reviewed and approved by the appropriate regulatory
authorities). In addition, due to Haven's inability to continue operations
without a significant capital infusion or other source of recapitalization, the
value of the Association's excess cost over net assets acquired (Goodwill) was
considered permanently impaired and, accordingly, the entire balance was written
off at June 30, 1989.
Admiral was notified by the FHLBB on July 17, 1989, that since the
regulatory capital deficiency had not been corrected, Admiral was in default of
the Agreement and had 90 days (i.e., until October 18, 1989) to cure the
default. Admiral management was directed to resign any positions held at Haven,
Haven personnel were directed to cease communications with Admiral, and to
abandon any efforts to meet the contributed real estate liquidation schedule
contained in the Agreement. Admiral did not infuse the additional capital
required, and the net assets of Haven were confiscated by the federal government
on March 2, 1990.
Due to the regulatory capital requirements imposed by FIRREA, even if
Admiral were able to infuse the approximate $2.3 million June 30, 1989
regulatory capital deficiency and cure the default, the cure would have only
been temporary. Because of certain provisions of FIRREA relating primarily to
the treatment of intangible assets, management estimates that Admiral would have
been required to infuse additional capital of approximately $18 million by the
December 7, 1989 date specified by the new law. Had the FIRREA requirements been
effective and fully phased in at the time of the acquisition, Haven would have
had a tangible capital deficiency of approximately $18 million as of the
acquisition date; and to meet the capital requirements, Admiral would have had
to fund approximately $14 million, in addition to the assets which were
contributed with an appraised equity value of approximately $11 million for
regulatory capital purposes.
As of September 30, 1989, Haven had not met the contributed real estate
sale schedule. On September 27, 1989, the Association received a letter from its
Supervisory Agent in which the Supervisory Agent agreed not to enforce its
rights upon a default in the real estate sale schedule until November 1, 1989.
The net assets of Haven were confiscated by the federal government on March 2,
1990.
Because of the effects of FIRREA, and the impact of certain
requirements imposed by the Federal Home Loan Bank Board ("FHLBB") and the
Federal Savings and Loan insurance Corporation ("FSLIC") upon Admiral and upon
the operations of Haven, Admiral's management determined that the initial
economic decisions leading to the acquisition, recapitalization and operation of
Haven had been frustrated by FIRREA, and the only remaining alternative
available to Admiral was to sell or merge Haven, and withdraw from the savings
and loan business. Once Haven was divested, Admiral would have no other
operations.
In the meantime, Admiral and Haven applied, immediately after the
enactment of FIRREA, for relief from the requirements of 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 applied for federal assistance payments under a FIRREA relief provision
which management believed was intended to be applicable to prior acquirers of
insolvent thrift institutions in supervisory acquisitions, where a significant
amount of "supervisory goodwill" is involved, and those acquirers were being
treated by the effects of the new legislation as if they had been the persons
who had caused the thrift to become insolvent in the first place. Admiral
management was never notified of any action taken or hearing scheduled in
connection with the various forms of relief being sought.
Because of all of the circumstances enumerated above, Admiral attempted
to
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dispose of its Haven common stock and to secure a release of its obligations
under the Agreement either through a merger, an acquisition or a tender of its
Haven common stock to the FHLBB or its successor in the event that the
Association's applications for specific relief were not approved.
The net assets of Haven were confiscated on March 2, 1990.
ITEM 2. PROPERTIES.
Admiral Financial Corp.'s principal office is located in Miami Beach,
Florida. The Company is currently being allowed to share, free of charge,
certain office facilities and office equipment located at 825 Arthur Godfrey
Road, Miami Beach, Florida 33140. Admiral does not have any lease obligations.
ITEM 3. LEGAL PROCEEDINGS.
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 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
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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 contact
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, it any recovery is made, the amount of such recovery.
Admiral is not a party to any other legal proceedings.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not Applicable.
6
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PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SECURITY HOLDER
MATTERS.
On June 21, 1988, Admiral's common stock began trading on the National
Association of Securities Dealers Automatic Quotation System (NASDAQ) under the
symbol ADFC. In 1989, Admiral was notified by NASDAQ that Admiral's net worth
did not meet the minimum standards for listing on the NASDAQ National Market
System and that Admiral's stock would begin trading in the "over-the-counter"
market after September 30, 1989, if the minimum capital standards were not met.
Since September 30, 1989, Admiral's shares have been listed in the
"over-the-counter" market on the OTC Bulletin Board. There is no firm currently
making a market in Admiral's stock.
The following table sets forth, for the periods indicated, the high and
low sales prices as reported on the OTC Bulletin Board.
ASK BID
-------------- --------------
HIGH LOW HIGH LOW
---- --- ---- ---
1995:
First Quarter 0 0 0 0
Second Quarter 0 0 0 0
Third Quarter 0 0 0 0
Fourth Quarter 0 0 0 0
1996:
First Quarter 0 0 0 0
Second Quarter 0 0 0 0
Third Quarter 0 0 0 0
Fourth Quarter 0 0 0 0
As of June 30, 1996, there were 492 stockholders of record.
The Company has not paid cash dividends since inception. The Company
anticipates that for the foreseeable future any earnings from future operations
will be retained for use in its business and no cash dividends will be paid on
its common stock. Declaration of dividends in the future will remain within the
discretion of the Company's Board of Directors, which will review its dividend
policy from time to time on the basis of the company's financial condition,
capital requirements, cash flow, profitability, business outlook and other
factors.
ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA.
Admiral was formed in 1987 for the purpose of effecting the Contributed
Property Exchange Offer and Merger with Haven and had no prior operating
history. Admiral's acquisition of Haven occurred on June 16, 1988, and has been
accounted for as if it occurred on June 30, 1988. The following table sets forth
selected consolidated financial data for Admiral for the five years ended June
30, 1996. In addition, selected financial data on the financial position of
Admiral is shown as of June 30, 1996, 1995, 1994, 1993, and 1992. Such
information is qualified in its entirety by the more detailed information set
forth in the financial statements and the notes thereto included elsewhere
herein.
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<TABLE>
<CAPTION>
YEAR ENDED JUNE 30,
---------------------------------------------
1996 1995 1994 1993 1992
---- ---- ---- ---- ----
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
Admiral income $ 0 0 0 0 0
Haven:
Interest income - - - - -
Interest expense - - - - -
------- ------ ------ ------ -----
Net interest income
before provision
for loan losses
(expense) 0 0 0 0 0
Provision for loan losses - - - - -
------ ------ ------ ------ ------
Net interest income
(expense) after
provision for
loan losses 0 0 0 0 0
Loss before extraordinary
item and cumulative effect
of change in accounting
principle 0 0 0 (20) (20)
Extraordinary item - - - - -
Cumulative effect of change in
accounting principle - - - - -
------- ------ ------- ------- -------
Net earnings (loss) $ 0 0 0 (20) (20)
======= ====== ======= ======= =======
Earnings (loss) per share $ 0.00 0.00 0.00 (0.00) (0.00)
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED JUNE 30,
-------------------
1996 1995 1994 1993 1992
---- ---- ---- ---- ----
(Dollars in thousands except per share data)
<S> <C> <C> <C> <C> <C>
Net assets of Haven $ - - - - -
Total assets 0 0 0 20 20
Net liabilities of Haven - - - - -
Total liabilities 24 24 24 24 24
Total stockholders' equity (deficit) (24) (24) (24) (24) (4)
Book value (deficit) per common share (.00) (.00) (.00) (.00) (.00)
Number of offices of Admiral 1 1 1 1 1
</TABLE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED
FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
RESULTS OF OPERATIONS
Admiral was formed in 1987 and had no operations until its acquisition
of Haven on June 16, 1988. Admiral's only significant asset was its investment
in Haven. Admiral has been inactive since 1990.
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COMPARISON OF YEARS ENDED JUNE 30, 1996 AND 1995
Admiral was inactive, and recorded no revenues or expenses during
either period.
COMPARISON OF YEARS ENDED JUNE 30, 1995 AND 1994
Admiral was inactive, and recorded no revenues or expenses during
either period.
LIQUIDITY AND CAPITAL RESOURCES
Admiral has been reduced to a corporate "shell," with no operations or
current activity. 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.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements and schedules listed in Item 14 hereof and
included in this report on Pages F-1 through F-11 are incorporated herein by
reference.
ITEM 9. CHANGES IN, AND DISAGREEMENTS WITH, ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
Not Applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth, as of June 30, 1996, certain
information with respect to the directors and executive officers continuing in
office until their successors have been elected and qualified.
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OFFICER
AND/OR
DIRECTOR
NAME AGE POSITION SINCE
---- --- -------- -----
Wm. Lee Popham 45 Chairman of the Board, 1987
Chief Executive Officer
and President
Linda E. Baker 57 Director, Vice President, 1987
Secretary, and Treasurer
Charles E. Fancher, Jr. 46 Director 1988
Certain background information for each director is set forth below.
WM. LEE POPHAM has served as Chairman of the Board and President of
Admiral since its inception in 1987. He had also served as Chairman of the Board
and President of Caesar Creek Holdings, Inc. (CCH), Miami, Florida (a financial
acquisition company) since June 1985, and in various other officer and director
positions with several subsidiaries and affiliates of CCH, until its liquidation
in December 1989. He has also served as a Director and Secretary-Treasurer of
Jeanne Baker, Inc., a real estate brokerage company located in Dade County,
Florida, since 1973, and has been actively employed by that Company since 1990.
He previously served as President of First Atlantic Capital Corporation, Miami,
Florida (an investment company) from July 1983 to May 1985. Prior thereto, he
was a partner in the accounting firm of KPMG Peat Marwick, LLP, Miami, Florida,
where he practiced as a Certified Public Accountant. He also served as a
director of Cruise America, Inc., Mesa, Arizona (a recreational vehicle rental
and sales corporation), which shares are traded on the American Stock Exchange,
from 1984 until 1991.
LINDA E. BAKER has served as Vice President, Secretary and Treasurer
of Admiral since its inception in April 1987. She has also served as
Vice President, Secretary and Treasurer of CCH, Miami, Florida (a financial
acquisition company) from June 1985 until its liquidation in December 1989, and
in various other officer and director positions with several subsidiaries and
affiliates of CCH. Ms. Baker has been employed as Office/Personnel Manager at
Trivest, Inc., Miami, Florida, an investment holding company, since January
1990. She was Vice President and Secretary of First Atlantic Capital
Corporation, Miami, Florida (an investment company) from October 1983 to June
1985. Prior thereto, she was a Manager with the accounting firm of KPMG Peat
Marwick, LLP, Miami, Florida. Ms. Baker is a Certified Public Accountant and a
licensed Florida real estate broker.
CHARLES E. FANCHER, JR. has served as President and Chief Executive
Officer of Fancher Management Group, Inc., Miami, Florida (a management
consulting company), since April 1996. He previously served as President and
Chief Operating Officer of General Development Utilities, Inc., Miami, Florida
(a water, waste water, and liquid propane gas utility company) from June 1991
until March 1996, and Vice President of Atlantic Gulf Communities Corporation
(f/k/a General Development Corporation), in Miami, Florida (a real estate
development company) from January 1986 until March 1996. Mr. Fancher was also
previously Senior Vice President of General Development Utilities, Inc., from
January 1986 until June 1991. Prior thereto, he served as a Vice President of
General Development Utilities, Inc. in the areas of finance and operations.
ITEM 11. EXECUTIVE COMPENSATION
CASH COMPENSATION
The following table sets forth certain information with respect to the
Chief
10
<PAGE>
Executive Officer, and each other executive officer of Admiral and/or Haven
whose total cash compensation exceeded $100,000 during the year ended June 30,
1996.
ANNUAL COMPENSATION AWARDS
NAME AND --------------------------
PRINCIPAL POSITION YEAR SALARY BONUS OTHER
------------------ ---- ------ ----- -----
Wm. Lee Popham 1996 $ --- --- ---
Chairman and President 1995 --- --- ---
Chief Executive Officer 1994 --- --- ---
INCENTIVE BONUS PLAN
Admiral has a policy of paying discretionary bonuses to eligible
officers and employees based upon the individual's performance. Under the plan,
Admiral and its subsidiaries distribute approximately 20% of Admiral's
consolidated pre-tax profits in the form of cash bonuses awarded by the
Compensation Committee of the Board of Directors, based on management's
recommendations and evaluations of performance. No bonuses have been paid since
Admiral's inception in 1987.
RETIREMENT PLAN
No Admiral employee is currently covered under any form of retirement
plan.
In prior years, Haven employees were covered under a noncontributory
trusteed pension plan, which was replaced by a contributory Section 401(k) plan
for Admiral and Haven employees on March 31, 1989. Employees were permitted to
contribute amounts up to 6% of their annual salary to this plan, with the
employer providing matching contributions at a rate of 50% of such employee's
contributions (to a maximum of 3% of such employee's salary), together with a
discretionary contribution amount not exceeding 1% of covered compensation.
The Section 401(k) contribution plan was suspended when the net assets
of Haven were confiscated, and all Admiral employees were removed from their
employment positions by the federal regulators.
STOCK COMPENSATION PROGRAM
The Board of Directors and shareholders of Admiral adopted the 1988
Stock Compensation Program (the "Program"), effective December 19, 1988, for the
benefit of directors, officers and other employees of Admiral and its
subsidiaries, including Haven, who are deemed to be responsible for the future
growth of Admiral. Under the Program, Admiral has reserved 1,100,000 shares of
authorized but unissued Common Stock for the future issuance of option grants.
Options granted under the Program can be in the form of incentive options,
compensatory options, stock appreciation rights, performance shares, or any
combination thereof.
There have been no grants of any rights or options to any director,
officer or employee of Admiral or any affiliate.
EMPLOYEE STOCK PURCHASE PLAN
The Board of Directors and shareholders of Admiral approved the 1988
Employee Stock Purchase Program on December 19, 1988, enabling the directors,
officers and employees of Admiral and its affiliates to acquire a proprietary
interest in Admiral's Common Stock through a payroll deduction program. To date,
this plan has not been implemented by Admiral.
11
<PAGE>
EMPLOYMENT AGREEMENTS
There are no employment agreements between Admiral and any of Admiral's
employees.
INDEBTEDNESS OF MANAGEMENT
Admiral makes no loans to its directors, officers or employees.
COMPENSATION OF DIRECTORS
While each Director is entitled to receive $500 plus reasonable
out-of-pocket expenses for attending each meeting, each Director volunteered to
suspend the receipt of all director fees due to Admiral's current financial
condition, beginning with the meeting held during the third fiscal quarter of
the fiscal year ended June 30, 1989. No additional compensation is paid for
attendance of committee meetings.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth information regarding the beneficial
ownership of Admiral's Common Stock as of June 30, 1996 by (i.) each person who
is known by Admiral to own beneficially 5% or more of Admiral's Common Stock,
(ii.) each Director and/or officer of the Company, and (iii.) all Directors and
executive officers of Admiral as a group. Except as indicated below, each person
has sole dispositive and voting power with respect to the shares of Common Stock
indicated.
AMOUNT AND PERCENT
NATURE OF OF
NAME AND ADDRESS OF BENEFICIAL COMMON
BENEFICIAL OWNER OWNERSHIP STOCK
------------------- ---------- -------
Wm. Lee Popham (l) 2,040,901 18.58%
825 Arthur Godfrey Road
Miami Beach, Florida 33140
Ti-Aun Plantations, N.V. 889,007 8.09%
Suite 600
600 Brickell Avenue
Miami, Florida 33131
David C. Popham (2) 668,651 6.09%
3166 Commodore Plaza
Coconut Grove, Florida 33133
Linda E. Baker 150,120 1.37%
Suite 800
2665 South Bayshore Drive
Coconut Grove, Florida 33133
Charles E. Fancher, Jr. 12,000 *
2844 Chucunantah Road
Coconut Grove, Florida 33133
All directors and
executive officers as a group (3 persons) 2,203,021 20.05%
- ------
* Less than one percent
12
<PAGE>
(1) Includes 63,695 shares held in a testamentary trust for members of Wm.
Lee Popham's family, for which Mr. Popham disclaims beneficial
ownership. Does not include any shares directly or beneficially owned
by David C. Popham (his brother) or Jeanne M. Baker (his mother).
(2) Includes 76,185 shares held jointly by David C. Popham and Valerie P.
Popham, his wife. Also includes 119,928 shares held jointly by David C.
Popham and Jeanne M. Baker, the mother of David C. Popham and Wm. Lee
Popham. Does not include any shares beneficially owned by Wm. Lee
Popham, the brother of David C. Popham.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Wm. Lee Popham, the Chairman and President of Admiral, was previously
also the Chairman, President and controlling stockholder of CCH. Mr. Popham's
mother, Jeanne M. Baker, was also a director of CCH. While CCH did not receive
any fees or other compensation from Admiral or Haven during the fiscal year, CCH
did receive a consulting, management and organizational fee in connection with
the acquisition of Haven by Admiral of $354,286, plus expense reimbursements
payable in cash during fiscal 1988. CCH and its affiliates, including Caesar
Creek TSC, Ltd. (CCTSC) were liquidated in December 1989.
Wm. Lee Popham, together with certain members of his family (including
David C. Popham and Jeanne M. Baker) and certain affiliates including CCH and
CCTSC, participated in a transaction which capitalized Admiral in order to
effect the acquisition of Haven in a contributed property exchange offer. The
total historical cost of the property contributed by Wm. Lee Popham, his family
and affiliates in the exchange was $1,228,227, the aggregate appraised value of
such contributed property was $12,586,553, and the net contribution value was
$7,022,965. Mr. Popham and his family and affiliates received an aggregate of
4,330,208 shares of Admiral Common Stock in the exchange, which occurred on June
16, 1988.
Linda E. Baker, a director, officer and stockholder of Admiral was also
an officer, director and stockholder of CCH prior to its liquidation, as
described above. She is not related to Jeanne M. Baker.
In accordance with the approved supervisory acquisition Agreement,
Haven was contractually obligated to pay Admiral a management fee of $25,000 per
quarter for financial and operational advice, budgeting, business planning,
marketing and public relations. Haven was directed by FHLBB supervisory
personnel to cease in honoring this approved contractual obligation, beginning
with the January 1990 payment.
13
<PAGE>
<TABLE>
<CAPTION>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
ADMIRAL FINANCIAL CORP.
INDEX
(a.)1. Admiral Financial Corp.: PAGE
<S> <C>
Statement Regarding Sec. 210.3-11 of Regulation S-K F-1
Consolidated Balance Sheets as of June 30, 1996 and 1995 F-2
Consolidated Statement of Operations for the three years
ended June 30, 1996 F-3
Consolidated Statement of Stockholders' (Deficit) Equity
for the three years ended June 30, 1996 F-4
Consolidated Statement of Cash Flows for the three years
ended June 30, 1996 F-5
Notes to Consolidated Financial Statements F-6
</TABLE>
(a.)2. There are no financial statement schedules required to be
filed by Item 8 of this Form 10-K, or by paragraph (d) of
Item 14.
(a.)3. Exhibits
(3) The Articles of Incorporation and By-Laws of Admiral are
incorporated herein by reference to Exhibits 3.1 and 3.2 of
Admiral's Form S-4 Registration Statement filed with the
Securities and Exchange Commission on January 22, 1988.
(4) A specimen copy of Admiral's common stock certificate is
incorporated herein by reference to Exhibit 4.1 in Amendment
No. 1 of Admiral's Form S-4 Registration Statement filed with
the Securities and Exchange Commission on April 5, 1988.
(9) Not applicable.
(10) Admiral hereby incorporates by reference the sections entitled
"Appendix A - Agreement and Plan of Reorganization, as
amended, dated October 26, 1987, and related Agreement and
Plan of Merger, as amended" and "Contributed Property Exchange
Offer" contained in Haven's Prospectus/Proxy Statement filed
pursuant to Section 14(a) of the Securities Exchange Act of
1934 in connection with Haven's special meeting held on June
3, 1988.
(11) Not applicable.
(12) Not applicable.
(13) Not applicable.
(16) Not applicable.
14
<PAGE>
(18) Not applicable.
(21) Admiral's sole subsidiary has been Haven Federal Savings and
Loan Association. The assets and liabilities of Haven were
confiscated by the federal government on March 2, 1990.
(22) Not applicable.
(23) Not applicable.
(24) Not applicable.
(27) Financial Data Schedule attached.
(28) Not applicable.
(99) Not applicable.
(b.) No reports on Form 8-K have been filed during the last quarter of the
period covered by this report.
(c.) The exhibits required by Item 601 of Regulation S-K are included in
(a)(3) above.
15
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
ADMIRAL FINANCIAL CORP.
By /S/ WM. LEE POPHAM
-----------------------------
Wm. Lee Popham, President and
Date: September 27, 1996 Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/S/ WM. LEE POPHAM Chairman of the Board September 27, 1996
- ---------------------------- Of Directors, Chief
Wm. Lee Popham Executive Officer, and
Chairman and President President
Principal Executive Officer
/S/ LINDA E. BAKER Director, Vice President, September 27, 1996
- ---------------------------- Secretary and Treasurer
Linda E. Baker
Principal Financial Officer
/S/ CHARLES E. FANCHER, JR. Director September 27, 1996
- ----------------------------
Charles E. Fancher, Jr.
</TABLE>
16
<PAGE>
FINANCIAL STATEMENTS OF AN INACTIVE REGISTRANT
Pursuant to Sec. 210.3-11 of Regulation S-X, Admiral Financial Corp.
qualifies as an inactive entity, meeting all of the following conditions:
(A.) Gross receipts from all sources for the fiscal year are not
in excess of $100,000;
(B.) Admiral has not purchased or sold any of its own stock,
granted options therefor, or levied assessments upon
outstanding stock;
(C.) Expenditures for all purposes for the fiscal year are not in
excess of $100,000;
(D.) No material change in the business has occurred during the
fiscal year, including any bankruptcy, reorganization,
readjustment or succession or any material acquisition or
disposition of plants, mines, mining equipment, mine rights
or leases; and
(E.) No exchange upon which the shares are listed, or governmental
authority having jurisdiction, requires the furnishing to it
or the publication of audited financial statements.
Accordingly, the attached financial statements of Admiral Financial
Corp. are unaudited.
F-1
<PAGE>
<TABLE>
<CAPTION>
ADMIRAL FINANCIAL CORP.
AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
ASSETS JUNE 30, 1996 JUNE 30, 1995
--------------- --------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C>
Cash $ 0 $ 0
Prepaid expenses and other assets 0 0
Net assets of Haven Federal Savings and
Loan Association (note 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 (note 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
============== =============
</TABLE>
See accompanying notes to consolidated financial statements.
F-2
<PAGE>
<TABLE>
<CAPTION>
ADMIRAL FINANCIAL CORP.
AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
YEARS ENDED JUNE 30,
---------------------------------------
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
REVENUES:
Interest Income 0 $ 0 $ 0
Other income - - -
-------- --------- ---------
Total income 0 0 0
EXPENSES:
Employee Compensation - - -
Other Expense 0 0 0
-------- --------- ---------
Total expense 0 0 0
Loss from discontinued operation (note 2) 0 0 0
-------- --------- ---------
Net loss $ 0 $ 0 $ 0
========= ========= =========
Loss per share $ 0.00 $ 0.00 $ 0.00
========= ========= =========
Dividend per share - - -
======== ======== =========
Weighted average number
of shares outstanding 10,985,046 10,985,046 10,985,046
========== ========== ==========
</TABLE>
See accompanying notes to consolidated financial statements
F-3
<PAGE>
<TABLE>
<CAPTION>
ADMIRAL FINANCIAL CORP.
AND SUBSIDIARY
CONSOLIDATED STATEMENT OF STOCKHOLDERS'
(DEFICIT) EQUITY
FOR THE YEARS ENDED JUNE 30, 1996
COMMON STOCK ADDITIONAL RETAINED
ISSUED AND OUTSTANDING PAID-IN EARNINGS
SHARES AMOUNT CAPITAL (DEFICIT)
------ ------ ---------- ---------
<S> <C> <C> <C> <C>
Balance at June 30, 1988 10,985,046 $ 10,987 $ 680,710 $ -
Net loss for the year - - (13,813,316)
---------- --------- ---------- ------------
Balance at June 30, 1989 10,985,046 10,987 680,710 (13,813,316)
Confiscation of Subsidiary
Net Assets and Liabilities - - 13,238,189
Net loss for the year - - (79,030)
---------- --------- ---------- ------------
Balance at June 30, 1990 10,985,046 $ 10,987 $ 680,710 $ (654,157)
Net loss for the year (21,043)
---------- --------- ---------- ------------
Balance at June 30, 1991 10,985,046 $ 10,987 $ 680,710 $ (675,200)
Net loss for the year (20,194)
---------- --------- ---------- ------------
Balance at June 30, 1992 10,985,046 $ 10,987 $ 680,710 $ (695,394)
Net loss for the year (20,193)
---------- --------- ---------- ------------
Balance at June 30,
1993, 1994, 1995 and 1996 10,985,046 $ 10,987 $ 680,710 $ (715,587)
========== ========= ========== ============
</TABLE>
See accompanying notes to consolidated financial statements.
F-4
<PAGE>
<TABLE>
<CAPTION>
ADMIRAL FINANCIAL CORP. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
YEAR ENDED JUNE 30
----------------------------
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss $ 0 $ 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
Decrease in prepaid expenses and other assets
Decrease (increase) in net assets of
Haven Federal
(Decrease) in accrued expenses and other liabilities
(Decrease) Increase in net liabilities of
Haven Federal
Amortization of organization expenses 0 0 0
--------- --------- --------
Net cash provided (used) by operating activities 0 0 0
Cash and cash equivalents, beginning of year 0 0 0
--------- --------- --------
Cash and cash equivalents, end of year $ 0 $ 0 $ 0
========= ========= ========
</TABLE>
See accompanying notes to consolidated financial statements
F-5
<PAGE>
ADMIRAL FINANCIAL CORP.
AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) ORGANIZATION AND REGULATORY MATTERS
Admiral Financial Corp. ("Admiral") is inactive.
On June 16, 1988, Admiral acquired Haven Federal Savings and Loan
Association ("Haven"). Admiral was a newly formed savings and loan
holding company that was capitalized through the contribution of
various parcels of real estate, investment securities and a tax sale
certificate business ("Contributed Property") recorded at its net
predecessor cost of $596,812, net of transaction costs. The Association
was acquired by Admiral through the exchange of common stock which was
accounted for under the purchase method of accounting and, accordingly,
the assets and liabilities were adjusted to their estimated fair market
values as of the date of acquisition.
In connection with the acquisition, the Federal Home Loan Bank Board
("FHLBB"), which was abolished by the Financial Institutions Reform,
Recovery and Enforcement Act of 1989 and was succeeded by the Office of
Thrift Supervision ("OTS") of the Treasury Department, issued a
resolution (the "Agreement") on April 26, 1988, requiring that Admiral
must comply with certain conditions. Those conditions included a
Regulatory Capital Maintenance/Dividend Agreement (the "Capital
Agreement") dated June 15, 1988, by and between the Federal Savings and
Loan Insurance Corporation "FSLIC" and Admiral:
(a.) No dividends will be paid by the Association until all of the
real estate included in the Contributed Property is liquidated
and the cash proceeds recorded on the Association's books. Any
dividends that are a result of income from the sale of real
estate are restricted to the sales price less the regulatory
appraised value minus any carrying costs paid by the
Association. In addition, unless prior approval has been
obtained from the FHLBB, dividends paid by the Association
shall be limited to 50% of its income for that fiscal year as
reflected in its quarterly reports to the FHLBB, except for
the fiscal year of acquisition when dividends paid by the
Association shall be limited to 50% of its net income earned
after the effective date of the acquisition, provided that any
dividends permitted under this limitation may be deferred and
paid in a subsequent year, and the payment of dividends would
not reduce the regulatory capital of the Association below the
required level.
(b.) If the Association fails to meet its regulatory capital
requirements, then Admiral must infuse sufficient equity
capital, in a form satisfactory to the FHLBB, into the
Association during the subsequent quarter. Admiral was
permitted to cure any default within 90 days.
Failure to do so will allow the FSLIC to exercise its legal or
equitable rights under the Capital Agreement to enforce the
terms of the Capital Agreement. Admiral was deemed by the
FHLBB on July 17, 1989, to have defaulted on its obligation to
infuse capital under the Capital Agreement and was given until
October 18, 1989, to cure such defaults. Failure to cure such
default by that date would permit the FSLIC (or its successor)
to seek its legal or equitable remedy as set forth in the
Capital Agreement, which included specific performance or
administrative or judicial enforcement proceedings.
F-6
<PAGE>
(c.) Admiral shall cause the Association to liquidate all of the
real estate contributed as regulatory capital within two years
after consummation of the transaction according to the
following schedule: at least 37.5% of the market value of the
properties as determined by the FHLBB District Appraiser by
the end of the third quarter after consummation and thereafter
at least 12.5% each subsequent quarter. The Association shall
not provide financing to facilitate the liquidation of the
real estate contributed as regulatory capital without the
prior written approval of the Association's Supervisory Agent.
If Admiral does not meet this real estate liquidation
schedule, the FSLIC shall have the right to vote the
Association's stock, remove the Association's Board of
Directors and/or dispose of any or all of the common stock of
the Association owned by Admiral. The Association applied for
relief from the requirements of the Resolution and Capital
Agreement which mandate the sale of real estate in accordance
with the schedule above, but was never given the opportunity
for a hearing, or the benefit of a response.
For regulatory purposes, the Association was required to comply with
minimum regulatory capital requirements. During the year ended June 30,
1989, the Association incurred substantial operating losses and sold
certain parcels of Contributed Property at amounts which approximated
predecessor cost, rather than at the substantially higher regulatory
appraised values. These factors contributed to the Association's
failure to meet its minimum regulatory capital requirement on June 30,
1989. At June 30, 1989, such minimum regulatory capital requirement
amounted to approximately $6,642,000. When an association fails to meet
its regulatory capital requirement, the FHLBB and the FSLIC (and their
successors) may take such actions as they deem appropriate to protect
the Association; its depositors; the FSLIC; and its successor, Savings
Association Insurance 'Fund ("SAIF").
The FHLBB, in a supervisory letter dated March 31, 1989, designated the
Association as a "troubled institution" subject to the requirements of
the Office of Regulatory Activities Regulatory Bulletin 3a ("RB3a"). A
troubled institution under RB3a is subject to various growth
restrictions concerning deposit accounts and lending activities.
Admiral did not have the ability to infuse sufficient equity capital
into the Association in accordance with the Agreement and Capital
Agreement. Due to the inability to continue operations without a
significant capital infusion or other source of recapitalization, the
value of the Association's excess cost over net assets acquired was
considered permanently impaired and, accordingly, was written off at
June 30, 1989.
On August 9, 1989, the Financial Institutions Reform, Recovery and
Enforcement Act of 1989 ("FIRREA") was signed into law. FIRREA imposed,
by no later than December 7, 1989, more stringent capital requirements
upon savings institutions than those currently in effect. In addition,
FIRREA included provisions for changes in the Federal regulatory
structure for institutions including a new deposit insurance system,
increased deposit insurance premiums and restricted investment
activities with respect to non-investment grade corporate debt and
certain other investments. FIRREA also increases the required ratio of
housing-related assets in order to qualify as an insured institution.
FIRREA's provisions for new capital standards required institutions to
have a minimum regulatory tangible capital equal to 1.5% of total
assets and a minimum 3.0% leverage capital ratio by no later than
December 7, 1989. The ability to include qualifying supervisory
goodwill for purposes of the leverage capital ratio requirement will be
phased out by January 1, 1995. In addition, institutions were required
to meet a risk-based capital requirement. In all cases, the capital
standards were also required to be no less stringent than standards
applicable to national banks. Currently, national banks are required to
maintain a primary capital-to-assets ratio of 5.5% and a total
capital-to-assets ratio of 6.0%.
The Association did not meet these new capital requirements imposed by
FIRREA.
F-7
<PAGE>
The Association sought regulatory relief from sanctions imposed by
FIRREA for failing to meet the minimum regulatory capital requirements,
and applied for financial assistance to the FDIC.
There was no response or hearing prior to the seizure of Haven.
The net assets of Haven were seized by the federal government on March
2, 1990.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) BASIS OF PRESENTATION
The accompanying balance sheets as of June 30, 1996 and 1995, include
references to the accounts of Admiral and the net assets and net
liabilities of its wholly-owned subsidiary, Haven Federal Savings and
Loan Association. Due to Haven's status as a discontinued operation, as
discussed in note 1, the Association's net assets, net liabilities, and
net losses from operations have been presented in the aggregate. The
consolidated statements of operations, stockholders' (deficit) equity
and cash flows for the years prior to 1990 included the accounts of
Admiral and the Association. All significant intercompany transactions
have been eliminated in consolidation.
(b) OFFICE PROPERTIES AND EQUIPMENT
All office properties and equipment were sold when the offices of the
Company were closed during the fiscal year ended June 30, 1990, and the
proceeds from such sales are reflected as "other income."
(c) INCOME TAXES
Admiral and its wholly-owned subsidiary file a consolidated tax return.
Taxes are provided on all income and expense items included in
earnings, regardless of the period in which such items are recognized
for tax purposes, except for income representing a permanent
difference.
(d) REAL ESTATE
Loss from real estate operations includes rental income, operating
expenses, interest expense on the related mortgages payable, gains on
sales, net and provision for estimated losses to reflect subsequent
declines in the net realizable value below predecessor cost.
Provisions for estimated losses on real estate are charged to earnings
when, in the opinion of management, such losses are probable. While
management uses the best information available to make evaluations,
future adjustments to the allowances may be necessary if economic con
ditions change substantially from the assumptions used in making the
evaluations.
(e) EXCESS COST OVER NET ASSETS ACQUIRED AND OTHER INTANGIBLES
The excess cost over net assets acquired was amortized by the interest
method over the estimated lives of the long-term, interest-bearing
assets acquired. The remaining unamortized excess cost over net assets
acquired was written off at June 30, 1989 (see note 1).
F-8
<PAGE>
(g) CASH AND CASH EQUIVALENTS
For the purpose of the statement of cash flows, cash and cash
equivalents include the accounts of Admiral.
(3) PURCHASE ACCOUNTING
At June 30, 1989, the remaining unamortized excess cost over net assets
acquired of $7,768,074 was written off and charged to operations (see
note 1).
(4) INCOME TAXES
At June 30, 1996 and 1995, the Company has estimated net operating loss
carryforwards of approximately $10,447,000 and $10,426,000,
respectively, for Federal income tax purposes, and $10,095,000 and
$10,074,000, respectively, for state income tax purposes to offset
future taxable income.
These carryforwards were scheduled to expire in future years as
follows:
<TABLE>
<CAPTION>
YEAR ENDING
JUNE 30, FEDERAL STATE
----------- --------- -------
<S> <C> <C> <C>
1990 $ 2,348,000 $ 2,304,000
1991 2,984,000 2,941,000
1992 5,360,000 5,230,000
2001 1,549,000 1,537,000
2002 1,288,000 1,288,000
2004 7,468,000 7,128,000
------------- --------------
Net operating loss
carryforwards, June 30, 1989: 20,997,000 20,428,000
Less: 1990 Expirations (2,348,000) (2,304,000)
2005 79,000 79,000
------------- --------------
Net operating loss
carryforwards, June 30, 1990: 18,728,000 18,203,000
Less: 1991 Expirations (2,984,000) (2,941,000)
2006 21,000 21,000
------------- -------------
Net operating loss
carryforwards, June 30, 1991 15,765,000 15,283,000
Less: 1992 Expirations (5,360,000) (5,230,000)
2007 21,000 21,000
------------- ------------
Net operating loss
carryforwards, June 30, 1992 $ 10,426,000 $10,074,000
2008 21,000 21,000
------------- ------------
Net operating loss
carryforwards, June 30, 1993, 1994
1995 and 1996 $10,447,000 $10,095,000
============= ============
</TABLE>
F-9
<PAGE>
The Company has not filed its federal or Florida income tax returns for
the fiscal years ended June 30, 1995, 1994, 1993, 1992, 1991 and 1990.
While the confiscation of the assets and liabilities of Haven may have
resulted in a taxable event, management believes that any taxable
income resulting from such confiscation of assets and liabilities
should not exceed the available net operating loss carryforwards.
The net operating loss carryforwards expiring through 2002 were
generated by the Association prior to its acquisition by Admiral
Financial Corp. and have been carried over at their original amounts
for income tax purposes. For financial statement purposes, these
purchased loss carryforwards will not be used to offset the future tax
expense of Admiral. They will be accounted for as an adjustment to
equity if and when a tax benefit is realized. At June 30, 1996 and
1995, such purchased loss carryforwards remaining amounted to
approximately $2,837,000 and $2,837,000, respectively.
(5) DISPOSAL OF THE ASSOCIATION ASSETS AND LIABILITIES
The net assets and net liabilities of Haven were confiscated by the
federal government on March 2, 1990.
(6) COMMITMENTS AND CONTINGENCIES
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 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
F-10
<PAGE>
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 contact 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, it any recovery is made, the amount of such recovery.
Admiral is not a party to any other legal proceedings.
F-11
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