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 September 30, 1999
[ ] 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 Identification No.)
incorporation or organization)
100 North Tampa Street, Suite 3575, Tampa, Florida 33602
---------------------------------------------------------
(Address of principal executive offices)
(813) 224-0228
-------------------------
Issuer's telephone number
-------------------------------------------------------------------------
(Former Name, former address and former fiscal year, if changed since last
report)
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 October 31, 1999, there were 3,954,195 shares of the issuer's common
stock, par value $0.001, outstanding.
Transitional Small Business Disclosure Format (Check One): Yes [ ] No [X]
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
EXCAL ENTERPRISES, INC.
CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 1999
ASSETS (unaudited)
Current Assets
Cash and cash equivalents $ 7,692,571
Accounts receivable, less allowance of $107,895 709,591
Notes receivable 306,736
Income tax receivable 324,000
Inventory 567,560
Prepaid expenses and deposits 549,183
Deferred tax asset 227,000
----------
Total current assets 10,376,641
----------
Property, plant and equipment
Land 1,600,000
Buildings and improvements 6,933,101
Furniture, fixtures, vehicles and equipment 2,300,504
----------
10,833,605
Less accumulated depreciation and amortization 1,972,674
----------
Net property, plant and equipment 8,860,931
----------
Note receivable - related party 261,394
Restricted cash reserves 585,977
Commission costs, less accumulated amortization of $391,139 434,008
Loan costs, less accumulated amortization of $333,194 499,790
----------
Total Assets $ 21,018,741
==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable $ 740,743
Accrued liabilities 551,196
Reserve for litigation 434,246
Notes payable 373,087
Current portion of long-term debt 179,586
----------
Total current liabilities 2,278,858
Long-term debt 13,518,281
Deferred tax liability 1,233,000
----------
Total liabilities 17,030,139
----------
Minority interest equity 1,041
Stockholders' equity
Preferred stock, $.01 par value, 7,500,000 shares authorized,
5,000,000 shares issued, no shares outstanding --
Common stock, $.001 par value, 20,000,000 shares authorized,
4,738,866 shares issued, 3,961,756 shares outstanding 4,738
Additional paid-in capital 3,985,842
Retained earnings 3,658,047
Less 777,110 shares of common stock held in treasury at cost ( 2,543,436)
----------
5,105,191
Less notes receivable from stockholders ( 1,117,630)
----------
Total stockholders' equity 3,987,561
----------
Total Liabilities and Stockholders' Equity $ 21,018,741
==========
The accompanying notes are an integral part of the consolidated financial
statements.
<TABLE>
EXCAL ENTERPRISES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
<CAPTION>
Three Months Ended Six Months Ended
September 30 September 30
------------------------ -------------------------
1999 1998 1999 1998
--------- --------- --------- ---------
<S> <C> <C> <C>
<C>
Rental revenue $ 1,364,486 $ 1,170,829 $ 2,563,319 $ 2,319,705
Sports licensing sales 794,315 -- 1,098,417 --
--------- --------- --------- ---------
Total net revenue 2,158,801 1,170,829 3,661,736 2,319,705
Cost of sports licensing sales 470,116 -- 740,586 --
--------- --------- --------- ---------
Gross margin 1,688,685 1,170,829 2,921,150 2,319,705
--------- --------- --------- ---------
Rental operating costs 702,092 664,233 1,248,084 1,438,740
Sports licensing operating costs 457,132 -- 808,326 --
Depreciation and amortization 199,514 157,448 392,644 318,348
--------- --------- --------- ---------
Total operating costs 1,358,738 821,681 2,449,054 1,757,088
--------- --------- --------- ---------
Net operating profit 329,947 349,148 472,096 562,617
--------- --------- --------- ---------
Other expense (income)
Interest expense 319,984 310,897 642,786 612,785
Professional fees related to litigation 70,672 158,091 119,171 259,937
Litigation settlement -- 217,273 -- 217,273
Gain on disposals of assets -- -- -- ( 3,807)
Interest income ( 141,250) ( 184,836) ( 282,923) ( 360,141)
Miscellaneous income ( 11,658) ( 53,243) ( 32,543) ( 83,728)
--------- --------- --------- ---------
Net other expense 237,748 448,182 446,491 642,319
--------- --------- --------- ---------
Income (loss) before income taxes 92,199 ( 99,034) 25,605 ( 79,702)
Income tax provision (benefit) 181,000 ( 37,000) 155,000 ( 26,000)
--------- --------- --------- ---------
Net loss $( 88,801) $( 62,034) $( 129,395) $( 53,702)
========= ========= ========= =========
Loss per share
Basic $( .02) $( .02) $( .03) $( .01)
========= ========= ========= =========
Diluted $( .02) $( .02) $( .03) $( .01)
========= ========= ========= =========
Weighted average shares outstanding
Common 4,301,639 3,944,748 4,281,994 3,942,394
Common and equivalent 4,301,639 3,944,748 4,281,994 3,942,394
<FN>
The accompanying notes are an integral part of the consolidated financial
statements.
</FN>
</TABLE>
EXCAL ENTERPRISES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
Six Months Ended
September 30
--------------------------
1999 1998
--------- ----------
Cash provided by operating activities
Net loss $( 129,395) $( 53,702)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation and amortization 392,644 318,348
Other adjustments 102,379 ( 207,070)
Decrease (increase) in net operating assets ( 294,997) 216,660
--------- ----------
Net cash provided by operating activities 70,631 274,236
--------- ----------
Cash flows from investing activities
Proceeds from sale of assets -- 62,940
Property and equipment additions ( 25,568) ( 162,368)
Loans to privately held company -- ( 300,000)
--------- ----------
Net cash used by investing activities ( 25,568) ( 399,428)
--------- ----------
Cash flows from financing activities
Loan to related party ( 261,394) --
Principal repayments of long-term debt ( 85,829) ( 76,993)
Purchase of treasury stock (1,661,242) ( 2,234)
--------- ----------
Net cash used by financing activities (2,008,465) ( 79,227)
--------- ----------
Decrease in cash (1,963,402) ( 204,419)
Cash and cash equivalents at beginning of period 9,655,973 12,622,679
--------- ----------
Cash and cash equivalents at end of period $ 7,692,571 $ 12,418,260
========= ==========
The accompanying notes are an integral part of the consolidated financial
statements.
EXCAL ENTERPRISES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 six-month periods ended September 30, 1999
and 1998, (b) the financial position at September 30, 1999, and (c) cash
flows for the six-month periods ended September 30, 1999 and 1998, 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 March 31, 1999. The results of operations for the
three-month and six-month periods ended September 30, 1999 are not
necessarily indicative of those to be expected for the entire year.
NOTE 2 - NOTES RECEIVABLE
During fiscal 1999, the Company loaned $300,000 to an unrelated privately
held company. The notes are unsecured but are guaranteed by the principals
of the privately held company. As of September 30, 1999, the balance owed
included $278,460 in principal and $28,276 in accrued interest. Principal
and accrued interest was due July 20, 1999. Negotiations to restructure the
note receivable were unsuccessful. In October, the Company commenced legal
proceedings for collection of the notes. The Company believes the notes are
fully collectible.
NOTE 3 - NOTES PAYABLE
The Company renewed its $725,000 line of credit with European American
Bank in July. The loan was renewed with $375,000 as a revolving line of
credit and $350,000 as a term loan. The notes are secured by the assets of
Roxbury Industries Corp. and are personally guaranteed by certain officers of
Roxbury Industries Corp. The term loan bears interest at the rate of 9.42%
and is payable interest only through December 1999. Monthly principal
payments of $6,500 plus interest are payable beginning in January 2000 and
continuing through June 2004. The revolving line of credit bears interest at
1.5% over the bank's prime rate, matures on June 30, 2000 and must be paid
off for 30 days during the term.
NOTE 4 - STOCKHOLDERS' EQUITY
During the six months ended September 30, 1999, the Company purchased
512,399 shares of its common stock at an aggregate cost of $1,661,242. On
August 4, 1999, a director of the Company exercised options to purchase
183,355 shares of common stock for an aggregate exercise price of $538,606.
The 183,355 shares were issued from treasury stock with a cost basis of
$603,238. The Company loaned the director $800,000 under a recourse note
collateralized by shares of the Company's stock, primarily to cover the
exercise price and payroll taxes due upon the exercise. The note requires
annual interest payments at a rate of 6.56% per annum with the principal due
on July 31, 2004. The portion of the note that related to the exercise price
is included as an offset to stockholders' equity. The balance of $261,394 is
included as an asset on the balance sheet. The Company recorded a tax
benefit of $14,000 as a result of the exercise of options.
NOTE 5 - SEGMENT INFORMATION
The Company has two reportable business segments. These segments have
been determined by product line and consist of the rental of commercial real
estate and the manufacture and distribution of sports licensing products.
The revenue shown on the face of the financial statements was from external
sources. The segment information disclosures not included on the face of the
financial statements are detailed in the tables below. The "Other" category
includes corporate related items and income and expense items not allocated
to reportable segments.
Six Months Ended September 30
-----------------------------
1999 1998
---------- ----------
Segment income (loss) before income taxes
Real estate operations $ 542,715 $ 87,761
Sports licensing operations ( 577,107 ) --
Other 59,997 ( 167,463)
---------- ----------
Total income (loss) before income taxes $ 25,605 $( 79,702)
========== ==========
As of September 30
-----------------------------
1999 1998
---------- ----------
Identifiable assets
Real estate operations $ 13,746,456 $ 12,711,781
Sports licensing operations 2,307,175 --
Other 4,965,110 11,236,956
---------- ----------
Total identifiable assets $ 21,018,741 $ 23,948,737
========== ==========
Item 2. Management's Discussion and Analysis.
Except for historical matters, the matters discussed in this Form 10-QSB
are forward-looking statements based on current expectations. Forward-
looking statements, including without limitation, statements relating to the
Company's plans, strategies, objectives, expectations, intentions and
adequacy of resources, are made pursuant to the Safe Harbor Provisions of the
Private Securities Litigation Reform Act of 1995. Investors are cautioned
that such forward-looking statements involve risks and uncertainties
including without limitation the following: (i) the Company's plans,
strategies, objectives, expectations and intentions are subject to change at
any time at the discretion of the Company, (ii) the Company's plans and
results of operations will be affected by economic, competitive, governmental
and technological factors affecting the Company's operations, markets,
products, services, and prices; and (iii) other risks and uncertainties as
indicated from time to time in the Company's filings with the Securities and
Exchange Commission.
The Company has conducted a review of its computer systems to identify
the systems that could be affected by the "year 2000 issue". The "year 2000
issue" is the result of computer programs being written using two digits
rather than four to define the applicable year. Programs with this problem
may recognize a date using "00" as the year 1900 rather than the year 2000,
resulting in system failures or miscalculations. Although no assurance can
be given, the Company presently believes that its software and that of its
major vendors and customers are year 2000 compliant or will not pose
significant operational problems for the Company's computer systems.
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 March 31, 1999.
The following discussion compares the results of operations for the three-
month period ended September 30, 1999 (Second Quarter 2000) with the three-
month period ended September 30, 1998 (Second Quarter 1999) and for the six-
month period ended September 30, 1999 (2000 YTD) with the six-month period
ended September 30, 1998 (1999 YTD).
Results of Continuing Operations
The Company's operations fall into two distinct businesses: the
manufacture and distribution of sports licensing products and the rental of
commercial real estate. In December 1998, the Company acquired Roxbury
Industries Corp ("Roxbury"), which produces and distributes knit products
licensed by most professional and major college teams. The Company owns,
leases, and manages a two-story warehouse and office facility containing
approximately 1,666,000 square feet of rentable space located on
approximately 74 acres in an industrial park in Duval County, Florida.
Sports Licensing Products
Since Roxbury was acquired in December 1998, the revenue and expenses of
the sports licensing division are only included for the three-month and six-
month periods ending September 1999. Roxbury's revenue has been very
seasonal. The majority of its sales have been in the months of July through
November. Roxbury's sales are approximately 12% behind the prior year.
However, the bookings in October were more than double the prior year. The
Company expects revenue for the fiscal year to surpass the same period of the
prior year based on its marketing efforts and a predicted colder winter than
last year. In addition, the Company has expanded its product line and the
number of licensed products. While the Company is starting to see the
results from its marketing efforts, sales have not increased as quickly as
originally anticipated. Therefore, the Company does not expect Roxbury to be
profitable for fiscal 2000.
The cost of goods sold, as a percentage of revenue, is lower for Second
Quarter 2000 (59.2%) than for 2000 YTD (67.4%). This is because the
manufacturing overhead was allocated over fewer goods sold during the first
three months of the fiscal year. The operating costs of Roxbury have
increased in the Second Quarter 2000 as compared to the first three months of
the fiscal year for several reasons. In June 1999, Roxbury hired a vice
president of sales and marketing with extensive experience in Roxbury's
industry. In addition, several new marketing programs geared toward
increasing future sales have been implemented. Of the total depreciation and
amortization expenses, the sports licensing division accounted for $41,358 in
the Second Quarter 2000 and $81,622 in 2000 YTD. The net operating loss of
the sports licensing division was $174,291 for the Second Quarter 2000 and
$532,117 in 2000 YTD. The net operating loss for the Second Quarter 2000 was
less than one-half the net operating loss incurred in the first three months
of the fiscal year.
Commercial Real Estate
The commercial real estate operations consist of the lease and management
of property located in Jacksonville, Florida (Imeson Center). The property
consists of approximately 1,392,000 square feet of warehouse space and
274,000 square feet of office space. The Company's lease agreements are
structured to include a base minimum rental fee, a contingent rental fee to
reimburse the Company for operating expenses, common area maintenance costs,
insurance and property taxes, and a requirement that the tenant pay for its
own utilities.
The Company is currently in negotiations with Laney & Duke regarding the
renewal of their leases for 1,392,000 square feet of warehouse space that
expire on December 31, 2000. The lease of office space to America Online
does not expire until June 15, 2002 and America Online has an option to
extend for a three-year period. However, on November 10, 1999, America
Online announced their intention to construct their own building on the
southside of Jacksonville, Florida. The Company is going to market the space
currently leased by America Online. The Company believes that this space is
much more valuable now than it was when the lease with America Online was
originally negotiated in 1995.
Net revenue increased by 17% to $1,364,486 in Second Quarter 2000 from
$1,170,829 in Second Quarter 1999 and by 11% to $2,563,319 in 2000 YTD from
$2,319,705 in 1999 YTD. The base minimum rental fee increased by $32,988
(3%) in Second Quarter 2000 and by $67,511 (4%) in 2000 YTD as a result of
increases in the base minimum rent per square foot. The contingent rental
fee increased by $160,670 (77%) in Second Quarter 2000 and by $176,102 (43%)
in 2000 YTD as a result of an increase in reimbursable operating costs,
specifically property taxes. In September 1999, the Duval County property
appraiser notified the Company of its intention to increase the assessed
valuation of the property by over 175%. The Company filed for a hearing on
the valuation. The Company and the Duval County property appraiser settled
the valuation issue on the eve of the hearing. The result of the settlement
is that the 1999 property tax bill will be $488,099, as compared to the
$234,305 property tax bill for 1998.
Operating costs increased $37,859 (6%) to $702,092 in Second Quarter 2000
from $664,223 in Second Quarter 1999 as a result of the increase in property
tax expense, which was offset by reductions in the allocation of corporate
costs and professional fees. Operating costs decreased $190,656 (13%) to
$1,248,084 in 2000 YTD from $1,438,740 in 1999 YTD. In addition to the items
mentioned for Second Quarter 2000, the decrease in 2000 YTD was attributable
to a reduction in salary expense. Annual bonuses were recorded in the fourth
quarter of fiscal 1998, prior to the Company changing its year-end from June
30 to March 31.
Depreciation and amortization increased by less than 1% in Second Quarter
2000 to $158,156, as compared to Second Quarter 1999 and decreased $7,326 in
2000 YTD to $311,022 as compared to the same period of the prior year. The
net operating profit of the commercial real estate division increased from
$349,148 in Second Quarter 1999 to $504,238 in Second Quarter 2000. The net
operating profit for 2000 YTD was $1,004,213, compared to $562,617 for 1999
YTD.
Other Expense (Income)
The increase in interest expense for both the Second Quarter 2000 and
2000 YTD was related to the line of credit and New York Job Development
Authority loan assumed in the acquisition of Roxbury. Professional fees
related to litigation decreased significantly as a result of the settlement
of several lawsuits. The decrease in interest income related to the
decreased cash balances from the purchase of treasury stock and the
acquisition of Roxbury Industries, Corp.
Income Taxes
For Second Quarter 2000 and 2000 YTD, the provision for income taxes is
greater than the income before income taxes. The reason is that Roxbury
files a separate income tax return and incurred a loss before income taxes.
The income tax benefit from the loss was limited to the amount of the net
deferred tax liabilities. The benefit from the loss will be recorded when
Roxbury generates pre-tax income.
Liquidity and Capital Resources
The cash provided by operating activities was $70,631 in 2000 YTD
compared to $274,236 in 1999 YTD. The Company's operations provided $365,268
in working capital in 2000 YTD compared to only $57,576 of working capital
provided in 1999 YTD. The increase in net operating assets in 2000 YTD was
primarily from an increase in the accounts receivable of Roxbury, as they
moved into their busy season. The decrease in net operating assets in 1999
YTD was primarily related to the accrual of litigation settlement expenses.
Property and equipment additions were primarily for equipment used at
Roxbury in 2000 YTD and for equipment used at Imeson Center in 1999 YTD.
Cash of $2,008,465 was used by financing activities in 2000 YTD, as
compared to $79,227 in 1999 YTD. The increase in cash used by financing
activities was related to the Company purchasing 512,399 shares of its common
stock at an aggregate cost of $1,661,242 and the loan to the director to
exercise stock options.
The Company renewed its $725,000 line of credit with European American
Bank in July. The loan was renewed with $375,000 as a revolving line of
credit and $350,000 as a term loan. The notes are secured by the assets of
Roxbury Industries Corp. and are personally guaranteed by certain officers of
Roxbury Industries Corp. The term loan bears interest at the rate of 9.42%
and is payable interest only through December 1999. Monthly principal
payments of $6,500 plus interest are payable beginning in January 2000 and
continuing through June 2004 when the remaining balance is due. The
revolving line of credit bears interest at 1.5% over the bank's prime rate,
matures on June 30, 2000 and must be paid off for 30 days during the term.
The Company did not have any material commitments for capital
expenditures as of September 30, 1999 other than for ordinary expenses
incurred during the usual course of business. The Company is looking for
additional tenants for Imeson Center for the remaining 41,000 square feet of
office space. It is expected that any new tenant will require the Company to
incur significant costs related to renovation of the property to meet the
tenant's needs. Additionally, the Company is considering opportunities to
develop outparcels at the Imeson Center. Roxbury is incurring additional
marketing expenses to expand its revenue base and distribution channels. The
Company is expending resources to identify, evaluate, and negotiate with
potential acquisition candidates in order to expand the Company's business
operations into other areas. Any new business operation will likely involve
a substantial commitment of Company resources and a significant degree of
risk. The Company also has potential liability related to litigation. In
addition, the Company has been and may in the future continue repurchasing
shares of its stock. The Company believes its current liquidity position
will be sufficient to meet its needs for at least the next year. However,
any of the above mentioned items could require significant capital resources
in excess of the Company's liquidity, requiring it to raise additional
capital through public or private debt or equity financing. The availability
of these capital sources 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.
PART II - OTHER INFORMATION
Item 1. - Legal Proceedings
No material events have occurred in the Company's ongoing litigation
matters other than those described below. For the history of such
litigation, please refer to the Company's Annual Report on Form 10-KSB for
the fiscal year ended March 31, 1999.
Eisenberg Group
On August 11, 1999, the Company filed suit in the United States District
Court for the Middle District of Florida, Tampa Division, Case No. 99-1776-
CIV-T-25F, against EP Opportunity Fund LLC, Eisenberg Partners LLC, Jeffrey
Eisenberg, Waveland Partners, David Richter, Michael Blechman, and John Doe
Defendant later determined to be GEM Value Fund LP (the "Eisenberg Group").
In the suit, the Company alleges that the Eisenberg Group violated the
Company's Shareholders Rights Plan and failed to file an accurate Schedule 13-
D stating that they were operating as a group under the Securities and
Exchange Act of 1934. The relief sought by the Company includes requiring
the members of the Eisenberg Group to file a Schedule 13-D that accurately
reflects that they are operating as a group and a declaratory judgment that
the Eisenberg Group has triggered the terms of the Shareholders' Rights
Agreement. In September 1999, a settlement was reached with Waveland
Partners, David Richter, and Gem Value Fund LP and these parties were
dismissed from the suit. As a part of the settlement, the Company purchased
the 374,804 shares of its stock owned by these parties for an aggregate cost
of $1,229,826. The suit is still pending against EP Opportunity Fund LLC,
Eisenberg Partners LLC, Jeffrey Eisenberg, and Michael Blechman. The
remaining defendants have filed motions for dismissal and change of venue.
Securities and Exchange Commission
The oral hearing on the Company's motion for summary judgement was held
on July 16, 1999. No decision has been issued. The trial has not been
scheduled.
Harvey Moore
The Court awarded Harvey Moore fees and costs of $82,246 in October 1998.
The Company and Harvey Moore agreed to an additional $2,000 award for certain
costs that the Court had not ruled upon. Harvey Moore has appealed the
Court's decision.
ASX Investment Corporation
On August 11, 1999, the United States Court of Appeals for the Eleventh
Circuit reversed the District Court's granting of the Company's motion for
dismissal with prejudice under the two dismissal rule. The Company has filed
for dismissal on other grounds.
Item 2. Exhibits and Reports on Form 8-K.
(a) Exhibits
27 Financial Data Schedule
(b) Reports on Form 8-K.
None.
(c) Sales of Unregistered Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
The Company held its annual shareholder meeting on August 5, 1999 to
elect one Class I director, ratify the election of Pender Newkirk & Company
as independent auditors for the fiscal year ended March 31, 2000 and vote on
a shareholder proposal to amend the Company's bylaws to require unanimous
vote of the Board of Directors to take any action. The shareholder proposing
the amendment to the bylaws also nominated its own candidate for the Class I
director, Jeffrey Eisenberg. The terms of office as director for W. Aris
Newton and R. Park Newton continued after the meeting. The voting results
were as follows:
Issue For Withheld
- --------------------------------------- --------- ---------
Election of Class I Director:
John L. Caskey 2,043,033 33,090
Jeffrey Eisenberg 1,918,240 1,592
--------- --------- ---------
For Against Abstain
--------- --------- ---------
Ratify selection of Pender Newkirk &
Company as auditors for fiscal 2000 3,966,435 20,516 9,004
Amend bylaws 1,969,143 1,833,999 13,979
John L. Caskey was elected as the Class I director. The selection of
Pender Newkirk & Company as auditors for fiscal 2000 was ratified. The
proposal to amend the bylaws was defeated because it required the affirmative
vote of a majority of the shares outstanding (2,128,121) to pass.
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: November 11, 1999 /s/ W. CAREY WEBB
W. Carey Webb
President and Chief Executive Officer
Dated: November 11, 1999 /s/ TIMOTHY R. BARNES
Timothy R. Barnes
Vice President and
Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS CONTAINED IN THE COMPANY'S QUARTERLY
REPORT ON FORM 10-QSB FOR THE QUARTER ENDED SEPTEMBER 30, 1999 AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH CONSOLIDATED FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-2000
<PERIOD-END> SEP-30-1999
<CASH> 7,692,571
<SECURITIES> 0
<RECEIVABLES> 1,448,222
<ALLOWANCES> 107,895
<INVENTORY> 567,560
<CURRENT-ASSETS> 10,376,641
<PP&E> 10,833,605
<DEPRECIATION> 1,972,674
<TOTAL-ASSETS> 21,018,741
<CURRENT-LIABILITIES> 2,278,858
<BONDS> 13,518,281
0
0
<COMMON> 4738
<OTHER-SE> 3,982,823
<TOTAL-LIABILITY-AND-EQUITY> 21,018,741
<SALES> 3,661,736
<TOTAL-REVENUES> 3,977,202
<CGS> 740,586
<TOTAL-COSTS> 2,449,054
<OTHER-EXPENSES> 119,171
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 642,786
<INCOME-PRETAX> 25,605
<INCOME-TAX> 155,000
<INCOME-CONTINUING> (129,395)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (129,395)
<EPS-BASIC> (.03)
<EPS-DILUTED> (.03)
</TABLE>
