UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2000
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.
State of Florida I.R.S. No. 59-2806414
7101 Southwest 67 Avenue
South Miami, Florida 33143
Telephone Number: (305) 794-7707
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 twelve (12) months (or for such shorter period that
the registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past ninety (90) days.
Yes [ X ] No [ ]
Common Stock $.001 Par Value
Outstanding Shares at September 30, 2000: 10,985,046
<PAGE>
ADMIRAL FINANCIAL CORP. AND SUBSIDIARY
TABLE OF CONTENTS
FORM 10-Q
PART I
FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
Consolidated Balance Sheets 1
Consolidated Statements of Operations 2
Consolidated Statements of Cash Flows 3
Notes to Consolidated Financial Statements 4
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
CONSOLIDATED FINANCIAL CONDITION AND
RESULTS OF OPERATIONS 5
PART II
OTHER INFORMATION
Item 1. Legal Proceedings 8
Item 2. Changes in Securities 8
Item 3. Defaults Upon Senior Securities 8
Item 4. Submission of Matters to a Vote of Security Holders 8
Item 5. Other Information 8
Item 6. Exhibits and Reports on Form 8-K 8
<PAGE>
PART I - FINANCIAL INFORMATION
--------------------------------
ADMIRAL FINANCIAL CORP.
AND SUBSIDIARY
Consolidated Balance Sheets
($Dollars)
<TABLE>
<CAPTION>
Assets September 30, 2000 June 30,2000
------ ------------------ ------------
(Unaudited) (Unaudited)
<S> <C> <C>
Cash $ 0 $ 0
Prepaid expenses and other assets 0 0
Net assets of Haven Federal Savings and
Loan Association (notes 1 and 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 (notes 1 and 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> 1
PART I - FINANCIAL INFORMATION
------------------------------
ADMIRAL FINANCIAL CORP. AND SUBSIDIARY
Consolidated Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Sept 30
-------------------------------------
2000 1999
------- -------
<S> <C> <C>
Interest Income 0 0
Other income 0 0
--------- ---------
Total income 0 0
Expense
Employee Compensation 0 0
Other 0 0
--------- ---------
Total expense 0 0
Loss from discontinued
operation (note 2) 0 0
--------- ---------
Net loss $ 0 0
========= =========
Loss per share $ 0.00 $ 0.00
========= =========
Dividend per share -- --
========= =========
Weighted average number
of shares outstanding 10,985,046 10,985,046
========== ==========
</TABLE>
See accompanying notes to consolidated financial statements
<PAGE> 2
PART I - FINANCIAL INFORMATION
------------------------------
ADMIRAL FINANCIAL CORP. AND SUBSIDIARY
Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Sept 30
---------------------------------------
2000 1999
------- -------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ 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 0 0
Decrease in prepaid expenses and other assets 0 0
Decrease (increase) in net assets of
Haven Federal 0 0
(Decrease) in accrued expenses and other liabilities 0 0
(Decrease) Increase in net liabilities of
Haven Federal 0 0
Amortization of organization expenses 0 0
---------- -----------
Net cash provided (used) by operating activities 0 0
Cash and cash equivalents, beginning of year 0 0
---------- -----------
Cash and cash equivalents, end of quarter $ 0 $ 0
========== ===========
</TABLE>
See accompanying notes to consolidated financial statements
<PAGE> 3
PART I - FINANCIAL INFORMATION
------------------------------
ADMIRAL FINANCIAL CORP. AND SUBSIDIARY
Notes to Consolidated Financial Statements
Note 1. In the opinion of management, the accompanying consolidated
financial statements contain all the adjustments (principally
consisting of normal recurring accruals and the prior
confiscation of all the principal assets of the Company by the
United States government) necessary to present fairly the
financial statements of Admiral Financial Corp. ('Admiral')
and Subsidiary.
Note 2. The net assets of Admiral's principal operating subsidiary,
Haven Federal Savings and Loan Association ('Haven'), were
confiscated by the United States government on March 2, 1990.
Therefore, where applicable, Haven's net assets and net
liabilities are presented in the balance sheets in the
aggregate; and its loss is shown in the aggregate in the
Statements of Operations for the three month period ended
September 30, 2000 and 1999.
<PAGE> 4
PART I - FINANCIAL INFORMATION
------------------------------
ITEM 2 - Management's Discussion and Analysis
of Consolidated Financial Condition and Results of Operations
General
-------
ADMIRAL FINANCIAL CORP. ("ADMIRAL"), an inactive corporation, 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. Admiral has been a plaintiff in a "Winstar-type" action against
the United States government in the United States Court of Federal Claims since
1993, wherein the Company seeks damages for the government's breach of a
contract involving the Supervisory Goodwill and Regulatory Capital granted in
connection with Admiral's previous acquisition of an insolvent savings and
loan association in 1988.
Admiral is presently conducting virtually no business operation, other
than its efforts to effect a merger, exchange of capital stock, asset
acquisition, recapitalization, or other similar business combination
(a "Recapitalization") with an operating or development stage business which
Admiral considers to have significant growth potential. Admiral has neither
engaged in any operations nor generated any revenue since the confiscation of
the Company's entire asset base by the United States government in 1990 (See
Admiral's "Winstar"-type breach of contract litigation regarding Admiral's
former supervisory goodwill position, discussed below). It receives no cash
flow. Admiral anticipates no capital infusions prior to effectuating a
Recapitalization. Until such time as Admiral effectuates a Recapitalization,
with the exception of certain other professional fees and costs for such a
transaction, Admiral expects that it will incur minimal operating costs
throughout the current fiscal year.
No officer or director of Admiral is paid any type of compensation by
Admiraland presently, there are no arrangements or anticipated arrangements to
pay any type of compensation to any officer or director in the near future.
Admiral expects that it will meet its cash requirements until such time as a
Recapitalization occurs. However, in the event Admiral depletes its present
cash reserves, Admiral may cease operations and a Recapitalization may not
occur. There are no agreements or understandings of any kind with respect to
ny loans from officers or directors of Admiral on the Company's behalf.
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 Financial Corp. 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 of Winter Haven,
Florida on June 16, 1988. In that acquisition transaction, 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 a fair market value 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), for a net equity contribution of approximately $12 million.
Admiral then contributed virtually all of these net assets and liabilities
to the capital of Haven, plus an additional 987,000 new common shares of
Admiral, which were simultaneously issued 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 or
operations other than its investment in Haven.
<PAGE> 5
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 more stringent capital requirements upon
savings institutions than those previously in effect. Haven did not meet these
new capital requirements. 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. Admiral
did not infuse any additional capital, and the net assets of Haven were
confiscated by the federal authorities on March 2, 1990.
In the agreement allowing Admiral to acquire Haven in the supervisory
acquisition, Haven was credited with new capital under "Regulatory Accounting
Principles" (RAP) then in effect 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.
A condition to the Federal Home Loan bank Board ("FHLBB") Resolution
approving the acquisition of control of Haven by Admiral (the "Agreement")
required that Admiral account for the acquisition of Haven under the "purchase"
method of accounting, whereby an asset in the nature of "Goodwill" would be
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 regulatory
goodwill of approximately $20 million was, in accordance with the Agreement, to
be amortized against earnings over a period of twenty-five years.
Another condition to the same Agreement required that Admiral execute a
Regulatory Capital Maintenance/Dividend Agreement which provided certain
remedies if Haven and Admiral were unable to liquidate, on a scheduled basis
ending June 30, 1990, the real estate used by Admiral to capitalize its
acquisition of Haven. The remedies of the Federal Savings and Loan Insurance
Corporation ("FSLIC") agreed to by Admiral in the Agreement included the
right of the FSLIC to (I) vote the common stock of Haven; (ii) remove the
board of directors of Haven; and/or (iii) dispose of any or all of the
voting securities of Haven owned by Admiral.
The failure of Admiral and Haven to liquidate the real estate in
accordance with the agreement with the FHLBB could have caused the forfeiture
to the FSLIC of all shares of Haven. If the voting securities of Haven were
so forfeited, the stockholders of Admiral would still hold their shares of
Admiral. However, Admiral would have lost substantially its only asset, and
the shares of Admiral common stock, after such forfeiture, could have had
little or no value.
Under the same Agreement, Admiral was also obligated to cause the
regulatory capital of Haven to be maintained at a level at or above the
minimum regulatory capital requirement and, if necessary, infuse additional
equity capital into Haven.
At all times during Admiral's control , 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 in large part to losses sustained
as a result of liquidating the real estate under the "fire sale" conditions
imposed by the Agreement. Generally accepted accounting principles would
normally have required any losses from the sale of the contributed assets to
have been added to the balance of supervisory goodwill, and amortized over the
same twenty-five year period. However, with the introduction of FIRREA and the
disallowance of all previously bargained for Supervisory Goodwill, the
treatment became moot. This loss, if added together with other operating
losses and goodwill amortization expenses, might have caused Haven to fail to
meet its minimum capital requirement as of March 31, 1989 and at all times
thereafter. Admiral and Haven continued to abide by the Agreement entered
into with the FHLBB, to its financial detriment, in spite of the United States
government's assertion that the enactment of FIRREA retroactively eliminated
the need for the government (or any of its instrumentalities) to live up to
any express or implied agreements which may have been contrary to the
subsequent legislation, without the necessity of the retroactive return of
Admiral's $13+ million of net capital and expenses invested in Haven.
Admiral was notified by the FHLBB on July 17, 1989 that Admiral was in
default of the Agreement and had 90 days (i.e. until October 16. 1989) to cure
the default. Admiral had virtually no assets other than the stock of Haven,
<PAGE> 6
and has had no other viable means available to cure the default since the
introduction of FIRREA. The net assets of Haven, including Admiral's $13
million of contributed equity, were confiscated on March 2, 1990.
Admiral and Haven applied for relief from the requirements of the
Resolution and 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 also applied for federal
assistance payments under a FIRREA provision for assistance which management
believed was directly applicable to Admiral/Haven's financial situation.
Admiral received no notice of any hearings prior to the confiscation of Haven
on March 2, 1990.
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 substantially 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. 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.
Since Haven was the only significant asset owned by Admiral, the Admiral
common stock has little or no continuing value.
<PAGE> 7
Liquidity and Capital Resources
-------------------------------
Admiral is currently inactive, and awaiting the ultimate outcome and results of
the Company's Winstar-type litigation against the United States government for
breach of contract. 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.
Comparison of Three Months Ended September 30. 2000 and 1999
------------------------------------------------------------
Admiral was inactive, and recorded no revenues or expenses during the period.
PART II - OTHER INFORMATION
---------------------------
Item 1. Legal Proceedings
Admiral did not become involved in any new material legal proceedings
during the period covered by this report.
Item 2. Changes in Securities
Not applicable.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
Item 5. Other Information
Not applicable.
Item 6. Exhibits and Reports on Form 8-k
Not applicable.
<PAGE> 8
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused the report to be signed on its behalf by the
undersigned thereunto duly authorized.
ADMIRAL FINANCIAL CORP. (Registrant)
Date: November 14, 2000 By: /s/ Wm. Lee Popham
----------------------------------------
Wm. Lee Popham, President
Date: November 14, 2000 By: /s/ Linda E. Baker
----------------------------------------
Linda E. Baker, Principal Financial
and Accounting Officer
<PAGE> 9
