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, 1998
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.)
3166 Commodore Plaza
Coconut Grove, Florida 33140
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: 305-794-7707
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 as of September 15, 1998 (based
on the last closing sale price as reported on the OTC Bulletin
Board on such date) was $4,805,958.
Number of shares of common stock outstanding as of September
27, 1998, was 10,985,046.
<PAGE>
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.
ADMIRAL FINANCIAL CORP. ("ADMIRAL") IS CURRENTLY AN
INACTIVE CORPORATION, WITH NO ONGOING BUSINESS ACTIVITY.
Admiral management is currently seeking to recapitalize the
Company in order to resume its prior activities with respect
to the acquisition and investment in interest-earning assets
and specialty real estate, as well as other new lines of
business, as yet unidentified.
This discussion may contain statements regarding future
financial performance and results. The realization of
outcomes consistent with these forward-looking statements is
subject to numerous risks and uncertainties to the Company
including, but not limited to, the availability of equity
capital and financing sources, the availability of attractive
acquisition opportunities once such new equity capital and
financing is secured (if at all), the successful integration
and profitable management of acquired businesses, improvement
of operating efficiencies, the availability of working capital
and financing for future acquisitions, the Company's ability
to grow internally through expansion of services and customer
bases without significant increases in overhead, seasonality,
cyclicality, and other risk factors.
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
<PAGE> 1
"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.
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
<PAGE> 2
of accounting, resulting in the recognition of
Supervisory Goodwill of approximately $20 million.
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 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 elements 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
<PAGE> 3
capital requirements on the date of enactment, or on the
earlier 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 the direct result of a $4.3 million real
estate loss recorded on March 31, 1989. As of June 30, 1989,
Haven's regulatory capital was approximately $2.3 million
below the minimum regulatory 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 substan-
tially 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
<PAGE> 4
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 $14 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 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
Coconut Grove, Florida. The Company is currently being
allowed to share, free of charge, certain office facilities
and office equipment located at 3166 Commodore Plaza, Coconut
Grove, Florida 33133. Admiral does not have any lease
obligations.
<PAGE> 5
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 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 contract principles."
Subsequent to the United States Supreme Court decision in
Winstar, the stay on Admiral's litigation proceedings was
lifted by the United States Court of Federal Claims, and
Admiral filed its own Motion for Summary Judgment on April 29,
1997. The United States has opposed the motion, and alleged
that there exist genuine issues of material fact and that
further discovery is necessary regarding contract formation
and the Government's authority to enter into the contract with
Admiral. The Court is currently allowing pre-trial discovery
proceedings to be conducted, and such discovery is tentatively
scheduled to be completed by March 31, 1999.
<PAGE> 6
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, if 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.
<PAGE> 7
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 was no firm making a market in Admiral's stock
until June 27, 1997, at which time active trading resumed.
The following table sets forth, for the periods
indicated, the high and low sales prices as reported on the
OTC Bulletin Board.
<TABLE>
<CAPTION>
Ask Bid
High Low High Low
<S> <C> <C> <C> <C>
1997:
First Quarter 0 0 0 0
Second Quarter 0 0 0 0
Third Quarter 0 0 0 0
Fourth Quarter 5/8 0 3/8 0
1998:
First Quarter 5/8 5/8 3/8 3/8
Second Quarter 3/4 7/16 15/32 1/4
Third Quarter 11/16 7/16 1/2 1/4
Fourth Quarter 5/8 1/2 7/16 7/16
</TABLE>
As of June 30, 1998, there were 503 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, 1998. In addition, selected
<PAGE> 8
financial data on the financial position of Admiral is shown
as of June 30, 1998, 1997, 1996, 1995, and 1994. 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.
<TABLE>
<CAPTION>
Year ended June 30,
1998 1997 1996 1995 1994
(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 0 0
Extraordinary item - - - - -
Cumulative effect of change in
accounting principle - - - - -
Net earnings (loss) $ 0 0 0 0 0
======= ====== ======= ======= =======
Earnings (loss) per share $ 0.00 0.00 0.00 0.00 0.00
</TABLE>
<TABLE>
<CAPTION>
Year ended June 30,
1998 1997 1996 1995 1994
(Dollars in thousands except per share data)
<S> <C> <C> <C> <C> <C>
Net assets of Haven $ - - - - -
Total assets 0 0 0 0 0
Net liabilities of Haven - - - - -
Total liabilities 24 24 24 24 24
Total stockholders' equity (deficit) (24) (24) (24) (24) (24)
Book value (deficit) per common share (.00) (.00) (.00) (.00) (.00)
Number of offices of Admiral 1 1 1 1 1
</TABLE>
<PAGE> 9
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.
Comparison of Years Ended June 30, 1998 and 1997
Admiral was inactive, and recorded no revenues or
expenses during either period.
Comparison of Years Ended June 30, 1997 and 1996
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.
<PAGE> 10
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth, as of June 30, 1998,
certain information with respect to the directors and
executive officers continuing in office until their successors
have been elected and qualified.
<TABLE>
<CAPTION>
Officer
And/or
Director
Name Age Position Since
<S> <C> <C> <C>
Wm. Lee Popham 47 Chairman of the Board, 1987
Chief Executive Officer
and President
Linda E. Baker 59 Director, Vice President, 1987
Secretary, and Treasurer
Charles E. Fancher, Jr. 48 Director 1988
</TABLE>
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 has also
been an independent corporate planning and acquisition
consultant since 1996, as well as a Senior Sales Associate
with the Prudential Florida Realty, Miami, Florida, since
1997. 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 was actively employed by that Company from 1990 until its
sale in 1996. 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.(AMEX-RVR), Mesa, Arizona (a recreational vehicle rental
and sales corporation), which shares were traded on the
American Stock Exchange until its sale to Budget Group,
Inc.(NYSE-BD), 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.
<PAGE> 11
CHARLES E. FANCHER, JR. has served as President and Chief
Operating Officer of Fancher Management Group, Inc., Miami,
Florida (a water, waste water, and liquid propane gas utility
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 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,
1998.
<TABLE>
<CAPTION>
Name and Annual Compensation Awards
Principal Position Year Salary Bonus Other
<S> <C> <C> <C> <C>
Wm. Lee Popham 1998 $ --- --- ---
Chairman and President 1997 --- --- ---
Chief Executive Officer 1996 --- --- ---
</TABLE>
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 non-
contributory 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.
<PAGE> 12
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.
Employment Agreements
There are no employment agreements between Admiral and
any of Admiral's employees.
Indebtedness of Management
Admiral has made 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,
1998 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.
<PAGE> 13
<TABLE>
<CAPTION>
Amount and Percent
Nature of of
Name and Address of Beneficial Common
Beneficial Owner Ownership Stock
<S> <C> <C>
Wm. Lee Popham (l) 1,885,684 17.17%
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) 2,047,804 18.64%
______________
</TABLE>
* Less than one percent
(1) Includes 25,478 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.
<PAGE> 14
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.
<PAGE> 15
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
ON FORM 8-K
ADMIRAL FINANCIAL CORP.
INDEX
(a.)1. Admiral Financial Corp.:
Page
Statement Regarding Sec. 210.3-11 of
Regulation S-K F-1
Consolidated Balance Sheets as of June 30,
1998 and 1997 F-2
Consolidated Statement of Operations for the
three years ended June 30, 1998 F-3
Consolidated Statement of Stockholders'
(Deficit) Equity for the three years
ended June 30, 1998 F-4
Consolidated Statement of Cash Flows for the
three years ended June 30, 1998 F-5
Notes to Consolidated Financial Statements F-6
(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.
<PAGE> 16
(13) Not applicable.
(16) Not applicable.
(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.) Admiral filed no reports on Form 8-K during the fiscal
year ended June 30, 1998.
(c.) The exhibits required by Item 601 of Regulation S-K are
included in (a)(3) above.
<PAGE> 17
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, hereunto duly authorized.
ADMIRAL FINANCIAL CORP.
By /s/ Wm. Lee Popham
Wm. Lee Popham, President and
Date: September 15, 1998 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.
Signature Title Date
/s/ Wm. Lee Popham Chairman of the Board September 15, 1998
Wm. Lee Popham Of Directors, Chief
Chairman and President Executive Officer, and
Principal Executive Officer President
/s/ Linda E. Baker Director, Vice President, September 15, 1998
Linda E. Baker Secretary And Treasurer
Principal Financial Officer
/s/ Charles E. Fancher, Jr. Director September 15, 1998
Charles E. Fancher, Jr.
<PAGE> 18
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.
<PAGE> F-1
ADMIRAL FINANCIAL CORP.
AND SUBSIDIARY
Consolidated Balance Sheets
<TABLE>
<CAPTION>
Assets June 30, 1998 June 30, 1997
(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.
<PAGE> F-2
ADMIRAL FINANCIAL CORP.
AND SUBSIDIARY
Consolidated Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
Years Ended June 30,
------------------------------
1998 1997 1996
--------- --------- ---------
<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
<PAGE> F-3
ADMIRAL FINANCIAL CORP.
AND SUBSIDIARY
Consolidated Statement of Stockholders'
(Deficit) Equity
For the years ended June 30, 1998
<TABLE>
<CAPTION>
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)
Balace at June 30, 1993, 1994,
1995, 1996, 1997 and 1998 10,985,046 $ 10,987 $ 680,710 $ (715,587)
========== ======== ========= ===========
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE> F-4
ADMIRAL FINANCIAL CORP. AND SUBSIDIARY
Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Year Ended June 30
-----------------------------
1998 1997 1996
------- ------ -------
<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
<PAGE> F-5
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
<PAGE> F-6
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.
(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
<PAGE> F-7
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.
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, 1998 and
1997, 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.
<PAGE> F-8
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 conditions 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).
(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, 1998 and 1997, the Company has estimated net
operating loss carryforwards of approximately $10,447,000
and $10,447,000, respectively, for Federal income tax
purposes, and $10,095,000 and $10,095,000, 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>
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
------------ ------------
</TABLE>
<PAGE> F-9
<TABLE>
<CAPTION>
<S> <C> <C>
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, 1996, 1997
and 1998 $ 10,447,000 $ 10,095,000
============ ============
</TABLE>
The Company has not filed its federal or Florida income
tax returns for the fiscal years ended June 30, 1997,
1996, 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, 1998 and 1997, 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
<PAGE> F-10
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
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 contract principles."
Subsequent to the United States Supreme Court decision in
Winstar, the stay on Admiral's litigation proceedings has
been lifted. Admiral filed its own Motion for Summary
Judgment on April 29, 1997. The United States has
opposed the motion, and alleged that there exist genuine
issues of material fact and that further discovery is
necessary regarding contract formation and the
Government's authority to enter into the contract with
Admiral. The Court is currently allowing pre-trial
discovery proceedings to be conducted
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, if any recovery is made, the amount of such
recovery.
Admiral is not a party to any other legal proceedings.
<PAGE> F-11
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-END> JUN-30-1998
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 23,890
<BONDS> 0
0
0
<COMMON> 10,987
<OTHER-SE> (34,877)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0.00
<EPS-DILUTED> 0.00
</TABLE>
