U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1996
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ______________ to ___________________
Commission File No. 0-17069
Excal Enterprises, Inc.
(Exact name of small business issuer as specified in its charter)
Delaware 59-2855398
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 North Tampa Street, Suite 3575 Tampa, Florida 33602
(Address of principal executive offices)
(813) 224-0228
Registrant's telephone number
(Former Name, former address and former fiscal year, if changed since last
year)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15 (d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes X No
As of April 30, 1996, there were 4,666,866 shares of the issuer's common
stock, par value $0.001, outstanding.
Transitional Small Business Disclosure Format (Check One): _____Yes ___X__ No
INDEX TO FORM 10-QSB
PART I. FINANCIAL INFORMATION Page
ITEM 1. Financial Statements
Consolidated Balance Sheet as of March 31, 1996 3
Consolidated Statements of Operations for the three-month and
nine-month periods ended March 31, 1996 and 1995 4
Consolidated Statements of Cash Flows for the nine-month
periods ended March 31, 1996 and 1995 5
Notes to Consolidated Financial Statements 6
ITEM 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings 10
ITEM 5. Other information 11
ITEM 6. Exhibits and Reports on Form 8-K 11
Items not shown have been omitted because they are not applicable.
Item 1. Financial Statements.
EXCAL ENTERPRISES, INC.
CONSOLIDATED BALANCE SHEET
MARCH 31, 1996
ASSETS
Current Assets:
Cash and cash equivalents $ 1,992,063
Accounts receivable - trade, less allowance
for doubtful accounts of $32,998 326,096
Accounts receivable - related parties 38,568
Income tax receivable 420,143
Prepaid expenses and deposits 221,018
Deferred tax asset 188,000
----------
Total current assets 3,185,888
----------
Property, plant and equipment:
Land 1,740,000
Buildings and improvements 6,008,280
Licensed dealer programs 2,120,615
Furniture, fixtures, vehicles and equipment 727,382
----------
10,596,277
----------
Less accumulated depreciation and amortization 1,867,533
----------
8,728,744
Licensed dealer programs in process 727,963
----------
Total property, plant and equipment 9,456,707
----------
Manufacturing technology, less accumulated
amortization of $71,008 156,949
Capitalized Clearing Costs, less accumulated
amortization of $41,622 486,801
Commission Costs, less accumulated amortization of $89,766 241,648
Other intangible assets, less accumulated
amortization of $252,736 2,665
----------
Total Assets $ 13,530,658
==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities $ 441,424
Reserve for litigation 766,480
Current portion of long-term debt and obligations
under capital leases 107,431
----------
Total current liabilities 1,315,335
----------
Long-term debt and obligations under capital leases 64,216
Deferred tax liability 2,219,000
----------
Total Liabilities 3,598,551
Stockholders' equity:
Preferred stock --
Common stock 4,713
Additional paid-in capital 5,820,533
Retained earnings 4,312,985
Less 47,000 shares of common stock held in treasury at cost ( 206,124)
----------
Total stockholders' equity 9,932,107
----------
Total Liabilities and Stockholders' Equity $ 13,530,658
==========
The accompanying notes are an integral part of the consolidated financial
statements
EXCAL ENTERPRISES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Three Months Ended March 31 Nine Months Ended March 31
1996 1995 1996 1995
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Revenue
Licensed dealer program $ 209,373 $ 271,409 $ 671,511 $ 828,920
Commercial real estate rental 805,590 459,229 2,199,826 598,787
--------- --------- --------- ---------
Net revenue 1,014,963 730,638 2,871,337 1,427,707
--------- --------- --------- ---------
Operating costs
Licensed dealer program 190,461 5,413 663,621 524,994
Commercial real estate rental 174,409 296,693 536,915 561,517
General and administrative 209,831 216,899 697,039 1,170,768
Depreciation and amortization 197,258 214,071 598,225 590,174
--------- --------- --------- ---------
Total operating costs 771,959 733,076 2,495,800 2,847,453
--------- --------- --------- ---------
Net operating profit (loss) 243,004 ( 2,438) 375,537 (1,419,746)
--------- --------- --------- ---------
Other income (expense)
Professional fees related to litigation ( 83,014) ( 58,247) ( 231,003) ( 459,987)
Dividend and interest income 24,112 71,472 89,998 164,634
Realized gain from
sale of trading securities -- -- -- 249,376
Interest expense ( 4,574) ( 3,416) ( 12,324) ( 10,030)
Gain (Loss) on disposals of assets ( 15,450) 19,973 ( 26,758) 6,281
Miscellaneous income 11,092 2,059 46,849 4,836
--------- --------- --------- ---------
Net other income (expense) ( 67,834) 31,841 ( 133,238) ( 44,890)
--------- --------- --------- ---------
Income (loss) before
income tax provision (benefit) 175,170 29,403 242,299 (1,464,636)
Income tax provision (benefit) 69,000 -- 98,000 --
--------- --------- --------- ---------
Net income (loss) $ 106,170 $ 29,403 $ 144,299 $(1,464,636)
========= ========= ========= =========
Earnings (loss) per common share $ .02 $ .01 $ .03 $( .31)
========= ========= ========= =========
Weighted average common and
equivalent shares outstanding 5,063,081 4,666,866 4,959,224 4,666,866
========= ========= ========= =========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements
EXCAL ENTERPRISES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine months Ended March 31
1996 1995
--------- ---------
Cash flows from operating activities
Net income (loss) $ 144,299 $(1,464,636)
Non-cash expenditures 581,124 305,998
Proceeds from sale of trading
securities - net of purchases -- 7,205,442
Change in operating assets and liabilities ( 985,582) (2,034,125)
--------- ---------
Net cash provided (used) by operations ( 260,159) 4,012,679
--------- ---------
Cash flows from investing activities
Purchase of held-to-maturity securities ( 590,181) (3,902,658)
Maturity of held-to-maturity securities 1,827,576 512,542
Proceeds from sale of assets 20,971 --
Property and equipment additions ( 118,830) (1,284,375)
--------- ---------
Net cash provided (used) by investing activities 1,139,536 (4,674,491)
--------- ---------
Cash flows from financing activities
Net proceeds from long-term debt 122,607 234,397
Principal repayments of long-term
debt and capital leases ( 83,615) ( 74,646)
Principal repayments of note receivable
from officer -- 125,000
--------- ---------
Net cash provided by financing activities 38,992 284,751
--------- ---------
Increase (decrease) in cash and cash equivalents 918,369 ( 377,061)
Cash and cash equivalents at beginning of period 1,073,694 424,908
--------- ---------
Cash and cash equivalents at end of period $ 1,992,063 $ 47,847
========= =========
The accompanying notes are an integral part of the consolidated financial
statements
EXCAL ENTERPRISES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 1996
NOTE 1 - FINANCIAL STATEMENTS
In the opinion of management, all adjustments, consisting only of normal
recurring adjustments necessary for a fair statement of (a) the results of
operations for the three-month and nine-month periods ended March 31, 1996 and
1995, (b) the financial position at March 31, 1996, and (c) cash flows for the
nine-month periods ended March 31, 1996 and 1995, have been made.
The unaudited consolidated financial statements and notes are presented
as permitted by Form 10-QSB. Accordingly, certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been omitted. The
accompanying consolidated financial statements and notes should be read in
conjunction with the audited financial statements and notes of the Company for
the fiscal year ended June 30, 1995. The results of operations for the three-
month and nine-month periods ended March 31, 1996 are not necessarily
indicative of those to be expected for the entire year.
NOTE 2 - LICENSED DEALER PROGRAMS IN PROCESS
Licensed dealer programs in process at March 31, 1996 consisted of the
following:
Raw materials $ 210,263
Work in process 181,700
Completed programs being installed,
in transit, or not in service 336,000
-------
$ 727,963
=======
NOTE 3 - EARNINGS (LOSS) PER COMMON SHARE
Earnings (loss) per common share is based upon the weighted average
number of common shares outstanding (4,666,866 for all periods) plus the
dilutive effect of common stock equivalents consisting of stock options and
purchase warrants. Fully diluted earnings per share are not presented because
it approximates earnings per common share.
NOTE 4 - RECLASSIFICATIONS
Certain reclassifications have been made to the fiscal 1995 financial
statements in order to conform them to the fiscal 1996 presentation. None of
the reclassifications affected the financial position or results of
operations.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
The following discussion should be read in conjunction with the
information contained in the financial statements of the Company and the notes
thereto appearing elsewhere herein and in conjunction with Management's
Discussion and Analysis set forth in the Company's Form 10-KSB for the fiscal
year ended June 30, 1995.
Results of Operations
The Company's operational revenue and costs are grouped into three
categories: (i) licensed dealer program, (ii) commercial real estate rental,
and (iii) general and administrative. Licensed dealer program revenue and
costs relate to the Company's automotive services operations. Commercial real
estate rental revenue and costs relate to the lease and management of property
located in Jacksonville, Florida (Imeson Center). General and administrative
costs represent salaries of administrative personnel and executive management,
legal and accounting fees not related to litigation, and other general
expenses not specifically incurred by the two operating divisions. The
following discussion compares the results of operations for the three-month
period ended March 31, 1996 (Third Quarter 1996) with the three-month period
ended March 31, 1995 (Third Quarter 1995) and the nine-month period ended
March 31, 1996 (1996 YTD) with the nine-month period ended March 31, 1995
(1995 YTD).
Licensed Dealer Program
Revenue from licensed dealer programs for Third Quarter 1996 and 1996 YTD
decreased $62,036 and $157,409 from Third Quarter 1995 and 1995 YTD,
respectively. Big 10 Tires terminated its licensed dealer program with the
Company effective June 30, 1995. Big 10 Tires accounted for $68,072 of the
Third Quarter 1995 revenue and $206,585 of the 1995 YTD revenue. Excluding
Big 10 Tires, revenue from other licensed dealers increased 3% in Third
Quarter 1996, as compared to Third Quarter 1995, and 8% in 1996 YTD, as
compared to 1995 YTD. New licensed dealer agents accounted for $18,101 of
Third Quarter 1996 revenue and $42,110 of 1996 YTD revenue. As of March 31,
1996, the Company had 134 licensed dealer programs in operation. As of March
31, 1995, the Company had 171 licensed dealer programs in operation, 46 at Big
10 Tires stores and 125 at other licensed dealers. After the end of the
quarter, the Company received notice from Michel Tire Company of its intention
to terminate the Agency Agreement with the Company for the provision of
AccuBalance Wheel Balancing Services, effective March 31, 1997. The Company
intends to work very closely with Michel Tire Company in an effort to continue
the business relationship beyond the March 31, 1997 effective date of the
termination notice. Michel Tire Company accounted for $252,006 (38%) of the
Company's licensed dealer program revenue in 1996 YTD and $224,622 of licensed
dealer program revenue in 1995 YTD. The Company is continuing to look for new
opportunities to increase the number of participating licensed dealer agents.
Licensed dealer program operating costs do not include capitalized
manufacturing costs. During 1995 YTD, 33 licensed dealer programs were
manufactured, 31 in Third Quarter 1995. The capitalization of costs related
to the construction of these licensed dealer programs significantly reduced
licensed dealer program operating costs in Third Quarter 1995. Total
operating and manufacturing costs, excluding raw materials, decreased from
$769,157 in 1995 YTD to $648,273 in 1996 YTD and from $229,950 in Third
Quarter 1995 to $178,811 in Third Quarter 1996. These cost savings were
achieved as a result of personnel reductions in the last six months of 1994
and in November 1995. As of March 31, 1995, the Company had 35 licensed dealer
programs available for installation and 46 licensed dealer programs in the
process of being refurbished.
The Company's licensed dealer program operations generated an operating
loss of $87,508 and cash flow of $24,572 in Third Quarter 1996 as compared to
an operating profit of $123,738 and use of $133,754 in cash in Third Quarter
1995. The Company's licensed dealer program operations generated a $312,339
operating loss and cash flow of $8,659 during 1996 YTD as compared to an
operating loss of $108,849 and use of $126,784 in cash during 1995 YTD.
Commercial Real Estate Rental
The commercial real estate rental operation generated revenue of $805,590
in Third Quarter 1996 and $2,199,826 for 1996 YTD, as compared to revenue of
$459,229 in Third Quarter 1995 and $598,787 for 1995 YTD. The two primary
tenants, Laney & Duke Terminal Warehouse Company (Laney & Duke) and America
Online (AOL), currently occupy 100% of the available warehouse space and 50%
of the available office space, respectively. During Third Quarter 1996, the
Company finalized a lease extension with Laney & Duke. The lease extension
was for a period of two years, with an option to renew for an additional
three-year period. The operating costs decreased as a result of more
normalized operations. Most of the costs incurred prior to Third Quarter 1995
were primarily related to finding tenants and evaluating the Company's options
for use of the building.
General and Administrative Costs
General and administrative costs decreased 3% in Third Quarter 1996 and
40% in 1996 YTD, as compared to Third Quarter 1995 and 1995 YTD, respectively.
These cost reductions were primarily related to reductions in salary costs and
professional fees during the first six months of fiscal 1996 as compared to
the first six months of fiscal 1995. Professional fees decreased from
$294,359 in 1995 YTD to $131,105 in 1996 YTD. Reductions were achieved in
both legal fees and accounting fees. Salaries and benefits decreased from
$580,819 in 1995 YTD to $429,669 in 1996 YTD.
Consolidated Operating Results
Net revenue of the Company increased by 39% in Third Quarter 1996 and
101% in 1996 YTD, as compared to Third Quarter 1995 and 1995 YTD,
respectively. The decline in licensed dealer program revenue, as a result of
the loss of Big 10 Tires, was more than offset by the increased revenue from
the commercial real estate rental operation. Total operating costs increased
slightly from $733,076 in Third Quarter 1995 to $771,959 in Third Quarter
1996 and decreased from $2,847,453 in 1995 YTD to $2,495,800 in 1996 YTD. The
increases in licensed dealer program operating costs were almost offset by
reductions in commercial real estate rental operating costs in the Third
Quarter 1996 and were more than offset by reductions in general and
administrative operating costs for 1996 YTD. These items resulted in the
Company posting an operating profit of $243,004 for Third Quarter 1996 and
$375,537 for 1996 YTD, as compared to an operating loss of $2,438 in Third
Quarter 1995 and $1,419,746 in 1995 YTD.
Professional fees related to litigation were $27,767 greater in Third
Quarter 1996 as compared to Third Quarter 1995 as a result of preparing some
cases for trial. However, professional fees related to litigation for 1996
YTD are only one-half of the expense for 1995 YTD. These reductions have been
achieved in part by management's consolidation of its litigation efforts with
one law firm. However, the Company expects to continue to incur significant
costs related to litigation.
Income from dividends and interest declined as a result of a decline in
cash and marketable securities. The realized gain from sale of trading
securities in 1995 YTD is the result of the sale of all equity securities in
which the Company had invested. At that time, the Company changed its
investment policy to only invest in short-term debt securities issued by the
United States Government or its agencies to avoid the risk of principal loss.
Liquidity and Capital Resources
The working capital position of the Company was $1,870,553 at March 31,
1996, compared to $1,672,634 at June 30, 1995. The Company's working capital
position and cash flows from operations are its only sources of funds
currently available. The Company believes that these sources of funds are
sufficient to meet its cash requirements for normal recurring operating
activities.
Cash used by operating activities was $260,159 in 1996 YTD, compared to
cash provided by operating activities of $4,012,679 in 1995 YTD. During
fiscal 1994 and 1995, the Company invested excess cash in marketable equity
securities. Cash invested in these securities and receipts from the sale of
these securities were recorded as operating cash flows. In 1995 YTD, proceeds
from the sale of equity securities exceeded investment in equity securities by
$7,205,442. Excluding the net receipts from the sale of marketable equity
securities, operating activities used $3,192,763 of cash in 1995 YTD. Working
capital provided by operating activities was $420,724 in 1996 YTD, as compared
to working capital used by operations of $1,537,573 in 1995 YTD.
During 1996 YTD, purchases of $590,181 in debt securities were made and
$1,827,576 of debt securities that the Company invested in matured. In 1995
YTD, the Company invested $3,902,658 of the proceeds from the sale of
marketable equity securities in U.S. government debt securities. Property and
equipment additions in 1996 YTD were primarily for equipment used at Imeson
Center. Property and equipment additions in 1995 YTD included $192,034 used
by Imeson Center to purchase equipment, $506,875 to purchase and renovate land
and a building currently housing the automotive division's manufacturing
operation, $432,575 for licensed dealer programs in process, and $152,891 of
other miscellaneous personal property. The net proceeds from long-term debt
in 1996 YTD include $47,000 in post-acquisition financing of equipment and the
balance represents funding of insurance premiums. The majority of the net
proceeds from long-term debt in 1995 YTD represent post-acquisition financing
of equipment acquired by Imeson Center.
After the Sears settlement was finalized in 1994, the Company's
management had three main objectives. These objectives were to: (i) eliminate
the negative cash flow from automotive operations through reduction of
expenses and expansion of the revenue base; (ii) locate tenants for the Imeson
Center property in Jacksonville received as part of the Sears settlement to
increase the value of the property; and, (iii) evaluate other business
opportunities for expansion and growth. Despite the loss of Big Ten Tires in
June 1995, the Company's automotive operations are now generating positive
cash flow. These operations are still generating a financial loss as a result
of depreciation and amortization charges. The 1,492,000 square feet of
warehouse space in the Imeson Center facility is completely leased and 50% of
the office space is leased. The Company implemented a marketing campaign to
locate a tenant or tenants to lease the remaining 92,000 square feet of office
space. The Company, with its broker Phoenix Realty, has received significant
interest in its marketing campaign and has shown the space to several
potential lessees, any one or two of which could fill the remaining space.
The Company has also investigated the costs and requirements for building
additional warehouse facilities on land currently owned adjacent to the Imeson
Center facility. Based on these preliminary investigations, subject to
obtaining final permits and other regulatory approvals, the Company believes
it may be able to build two facilities, one approximately 100,000 square feet
and the other approximately 150,000 square feet on two different out parcels.
The cost of building these warehouse facilities is estimated to range between
$20 and $24 per square foot, or between $5,000,000 to $6,000,000. The Company
has also investigated other properties in the Imeson Park and surrounding area
that may be for sale. Recently, the Company has begun searching for and
reviewing business plans of companies that are for sale or looking for an
equity partner to meet expansion needs. This process is in the preliminary
stages. It is anticipated that many opportunities will need to be evaluated
before a potential acquisition candidate is found, if any. Expansion in the
commercial real estate rental area or acquisition of a new business will
require substantial capital in excess of the Company's current liquidity
position. As a result, the Company has begun discussions with various
mortgage brokers and other financing institutions regarding leveraging the
Company's property located in Jacksonville.
As of December 31, 1995, the Company did not have any material
commitments for capital expenditures other than for ordinary expenses incurred
during the usual course of business. The Company is looking for additional
tenants for Imeson Center. It is probable that any new tenant will require
the Company to incur costs related to renovation of the property to meet the
tenant's needs. The automotive division is actively seeking new licensed
dealers for its AccuBalance service using the Combi-Matcher technology. As of
March 31, 1996, the Company had 35 licensed dealer programs available for
installation. The Company may incur liabilities related to litigation in
excess of amounts reserved (see Note 15 of the financial statements included
in the Company's Annual Report on Form 10-KSB for the year ended June 30, 1995
and "Part II. Item 1 - Legal Proceedings" of this Form 10-QSB). Any of the
above mentioned items could require significant capital resources in excess of
the Company's current liquidity position, requiring it to borrow funds or
raise additional capital through public or private debt or equity financing.
The availability of these capital resources will depend upon prevailing market
conditions, interest rates, and the then existing financial position and
results of operations of the Company. Therefore, no assurances can be made by
the Company that such additional capital will be available, if required.
PART II - OTHER INFORMATION
Item 1. - Legal Proceedings.
No material events, other than those described below, have occurred in
the Company's ongoing litigation matters. For the history of such litigation,
please refer to the Company's Annual Report on Form 10-KSB for the fiscal year
ended June 30, 1995.
Securities and Exchange Commission Proceeding
In November 1995, Charles A. Ross, Douglas S. Gardner, George Crook, and
J. Theodore Biesanz entered into settlement agreements with the Securities and
Exchange Commission (SEC). These settlement agreements, excluding J. Theodore
Biesanz, required payment of $105,000 in penalties. The Company, in
accordance with its indemnity agreements, reimbursed the former officers
and/or directors for these penalties. On November 3, 1995, a case management
conference was held regarding the remaining defendants. At the case
management conference, the Company agreed to complete discovery by May 31,
1996 and be ready for trial by September 16, 1996. The SEC agreed to complete
discovery by November 27, 1996 and be ready for trial by March 28, 1997. No
discovery cutoff date or trial date has been set by the Court.
ASX Investment Corporation
On February 27, 1996, ASX Investment Corporation (ASX) filed a new
Complaint in the United States District Court for the Middle District of
Florida, Civil Action No. 96-348-CIV-T-21E. this Complaint basically contains
all the same allegations as the previously filed Complaint, with additional
allegations regarding deficiencies in the Company's 1995 Proxy Statement. On
March 12, 1996, ASX filed for voluntary dismissal of the previous Complaint
(Civil Action No. 94-1698-CIV-T-25B). On March 18, 1996, the Company filed a
motion to dismiss the new Complaint with prejudice on the grounds that ASX had
voluntarily dismissed two previous Complaints containing the same allegations.
Kerry F. Marler
On February 12, 1996, the Court dismissed with prejudice Mr. Marler's claim
against the Company for defamation. At the same time, the Court denied the
Company's motion to dismiss the other counts of Mr. Marler's amended
counterclaim. No trial date has been set in this action.
KFM Venture, Inc.
Trial has been set for August 12, 1996.
Harvey Moore
This case was scheduled for trial on December 11, 1995. The Company's
motion to continue the trial was granted. The trial is currently scheduled
for August 1996.
NationsBank
A final hearing was held on November 7, 1995 regarding this matter. A
final judgment was entered in favor of the Company on November 20, 1995. On
December 19, 1995, NationsBank filed a notice of appeal.
David J. Smith
On April 17, 1996, the Company filed a complaint against David J. Smith
and John Does 1 through 10 in the United States District Court for the Middle
District of Florida (Case No. 96-764-CIV-T-23E). The complaint alleges that
Mr. Smith, together with four other named individuals and certain unnamed
individuals, have acquired in excess of 15% of the outstanding shares of the
Company's common stock. The Complaint seeks: (i) a declaratory judgment that
the actions of Mr. Smith and the other named and unnamed individuals
constitutes a "Triggering Event" under the Company's Shareholder Rights Plan
and that the Company's shareholders who are not part of the Defendant's
affiliated group are entitled to the benefits described in the Rights Plan;
and, (ii) an order restraining the defendants from voting any of their shares
of the Company common stock. The Complaint also alleges violations of Section
13(d) and Rule 13d-1 of the Securities Exchange Act of 1934, as amended. See
"Part II. Item 5. - Other Information."
Item 5. - Other Information.
On March 27, 1996, certain individuals (David J. Smith, Jonathan E.
Humphreys, Kyle K. Krueger, J. Steven Emerson and Apollo Capital Management
Group L.P.) filed a Schedule 13D with the Securities and Exchange Commission.
The Schedule 13D was subsequently amended on April 24, 1996. The Schedule
13D, as amended, reports that these individuals had acquired 622,000 shares of
the Company's common stock ( representing 13.33% of the outstanding shares) as
of April 9, 1996. The Company believes that the Schedule 13D violates Section
13(d) and Rule 13d-1 of the Securities Exchange Act of 1934, as amended, and
constitutes a "Triggering Event" under the Company's Shareholder Rights Plan.
On April 17, 1996, the Company filed a Complaint in the United States District
Court for the Middle District of Florida regarding the foregoing matters. See
"Part II. Item 1. - Legal Proceedings."
Item 6. - Exhibits and Reports on Form 8-K.
(a) Exhibits.
None.
(b) Reports on Form 8-K.
The Company filed a Current Report on Form 8-K, dated April 12, 1996,
regarding the termination notice received from Michel Tire Company.
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
EXCAL ENTERPRISES, INC.
Registrant
Dated: May 13, 1996 /s/ W. CAREY WEBB
------------------------
W. Carey Webb
President and Chief Executive Officer
Dated: May 13, 1996 /s/ TIMOTHY R. BARNES
------------------------
Timothy R. Barnes
Vice President and Chief Financial Officer
6
6
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATMENTS CONTAINED IN THE COMPANY'S FORM 10-QSB FOR THE
QUARTER ENDED MARCH 31, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-END> MAR-31-1996
<CASH> 1,992,063
<SECURITIES> 0
<RECEIVABLES> 817,805
<ALLOWANCES> ( 32,998)
<INVENTORY> 0
<CURRENT-ASSETS> 409,018
<PP&E> 10,596,277
<DEPRECIATION> (1,867,533)
<TOTAL-ASSETS> 13,530,658
<CURRENT-LIABILITIES> 1,315,335
<BONDS> 64,216
0
0
<COMMON> 4,713
<OTHER-SE> 9,927,394
<TOTAL-LIABILITY-AND-EQUITY> 13,530,658
<SALES> 2,871,337
<TOTAL-REVENUES> 2,871,337
<CGS> 0
<TOTAL-COSTS> 2,495,800
<OTHER-EXPENSES> 120,914
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 12,324
<INCOME-PRETAX> 242,299
<INCOME-TAX> 98,000
<INCOME-CONTINUING> 144,299
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 144,299
<EPS-PRIMARY> .03
<EPS-DILUTED> .03
</TABLE>
