<PAGE> 1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1999
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 001-12212
DRUMMOND FINANCIAL CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 95-4426690
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6 Rue Charles-Bonnet, 1206 Geneva, Switzerland
(Address of principal executive offices)
(41 22) 818 2999
(Registrant's telephone number)
Check whether the Registrant (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
----- -----
State the number of shares outstanding of each of the Registrant's classes of
common equity, as of the latest practicable date:
Class Outstanding at May 12, 1999
----- ---------------------------
Common Stock, $0.01 2,718,600
par value
Transitional Small Business Disclosure Format: Yes No X
----- -----
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<PAGE> 2
FORWARD-LOOKING STATEMENTS
Statements in this report, to the extent that they are not based on historical
events, constitute forward-looking statements. Forward-looking statements
include, without limitation, statements regarding the outlook for future
operations, forecasts of future costs and expenditures, evaluation of market
conditions, the outcome of legal proceedings, the adequacy of reserves, or
other business plans. Investors are cautioned that forward-looking statements
are subject to an inherent risk that actual results may vary materially from
those described herein. Factors that may result in such variance, in addition
to those accompanying the forward-looking statements, include changes in
interest rates, prices, and other economic conditions; actions by competitors;
natural phenomena; actions by government authorities; uncertainties associated
with legal proceedings; technological development; future decisions by
management in response to changing conditions; and misjudgments in the course
of preparing forward-looking statements.
PART I. FINANCIAL INFORMATION
---------------------
ITEM 1. FINANCIAL STATEMENTS
DRUMMOND FINANCIAL CORPORATION
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED MARCH 31, 1999
(Unaudited)
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<PAGE> 3
DRUMMOND FINANCIAL CORPORATION
Consolidated Balance Sheets
(Unaudited)
(Dollars in thousands)
<TABLE>
<CAPTION>
March 31, 1999 June 30, 1998
-------------- -------------
<S> <C> <C>
ASSETS
Cash and cash equivalents $ 4,609 $ 3,699
Finance receivables, net - -
Other receivables 5,699 8,661
Due from affiliate 3,080 780
Investments 12,288 15,244
Deferred debt issuance costs 1,050 1,151
------------- -------------
$ 26,726 $ 29,535
============= =============
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Accounts payable and accrued liabilities $ 751 $ 761
Interest payable 1,379 1,349
Accrued dividends payable 74 149
Note payable - 2,526
Debts 21,515 21,515
------------- -------------
23,719 26,300
------------- -------------
SHAREHOLDERS' EQUITY
Capital stock
Preferred stock, $0.01 par value
5,000,000 shares authorized
3,000,000 shares issued and outstanding 30 30
Additional paid-in capital 5,970 5,970
------------- -------------
6,000 6,000
------------- -------------
Common stock, $0.01 par value
10,000,000 shares authorized
4,264,000 shares issued and outstanding 43 43
Additional paid-in capital 17,767 17,767
------------- -------------
17,810 17,810
------------- -------------
Deficit (17,747) (17,519)
------------- -------------
6,063 6,291
Less: 1,545,400 common shares held
as treasury stock (3,056) (3,056)
------------- -------------
3,007 3,235
------------- -------------
$ 26,726 $ 29,535
============= =============
</TABLE>
The accompanying notes are an integral part of these financial statements.
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<PAGE> 4
DRUMMOND FINANCIAL CORPORATION
Consolidated Statements of Operations
(Unaudited)
(Dollars in thousands, except per share amounts)
<TABLE>
<CAPTION>
For the Nine For the Nine
Months Ended Months Ended
March 31, 1999 March 31, 1998
-------------- --------------
<S> <C> <C>
Revenue
Interest and loan fee income $ 733 $ 1,022
Gain on securities 475 66
Dividend and other 225 383
-------------- --------------
1,433 1,471
Costs and expenses
Interest 1,526 1,848
Recovery of credit losses (846) (176)
General and administrative 755 1,115
-------------- --------------
1,435 2,787
-------------- --------------
Operating loss (2) (1,316)
Equity in loss of an investee - (924)
-------------- --------------
Loss before income tax expense and
extraordinary gain (2) (2,240)
Income tax expense 1 1
-------------- --------------
Loss before extraordinary gain (3) (2,241)
Extraordinary gain on extinguishment
of debt - 485
-------------- --------------
Net loss (3) (1,756)
Accumulated deficit, beginning of period (17,519) (15,097)
Dividends paid and payable (225) (227)
-------------- --------------
Accumulated deficit, end of period $ (17,747) $ (17,080)
============== ==============
Loss per share
Loss before extraordinary item $ (0.08) $ (0.91)
Extraordinary item - 0.18
-------------- --------------
$ (0.08) $ (0.73)
============== ==============
Weighted average number of shares
outstanding 2,718,600 2,718,600
============== ==============
</TABLE>
The accompanying notes are an integral part of these financial statements.
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<PAGE> 5
DRUMMOND FINANCIAL CORPORATION
Consolidated Statements of Operations
(Unaudited)
(Dollars in thousands, except per share amounts)
<TABLE>
<CAPTION>
For the Three For the Three
Months Ended Months Ended
March 31, 1999 March 31, 1998
-------------- --------------
<S> <C> <C>
Revenue
Interest and loan fee income $ 183 $ 367
Gain on securities 90 172
Dividend and other 74 162
-------------- --------------
347 701
Costs and expenses
Interest 503 603
General and administrative 203 498
-------------- --------------
706 1,101
-------------- --------------
Net loss (359) (400)
Accumulated deficit, beginning of period (17,314) (16,604)
Dividends payable (74) (76)
-------------- --------------
Accumulated deficit, end of period $ (17,747) $ (17,080)
============== ==============
Loss per share $ (0.16) $ (0.18)
============== ==============
Weighted average number of
shares outstanding 2,718,600 2,718,600
============== ==============
</TABLE>
The accompanying notes are an integral part of these financial statements.
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<PAGE> 6
DRUMMOND FINANCIAL CORPORATION
Consolidated Statements of Cash Flows
(Unaudited)
(Dollars in thousands)
<TABLE>
<CAPTION>
For the Nine For the Nine
Months Ended Months Ended
March 31, 1999 March 31, 1998
-------------- --------------
<S> <C> <C>
Operating activities:
Net loss $ (3) $ (1,756)
Adjustments to reconcile net loss to
net cash used by operating activities
Equity in loss of an investee - 924
Extraordinary gain on extinguishment
of debt - (485)
Recovery of credit losses (846) (176)
Gain on investments, net (475) (66)
Amortization of deferred debt issuance
costs 99 105
-------------- --------------
(1,225) (1,454)
Changes in non-cash working capital
balances
Receivables 24 3,080
Interest receivable (180) 599
Commitment fees - (4)
Other assets - 4
Due from affiliates (2,300) -
Interest payable 29 (151)
Accounts payable and accrued
liabilities (8) (1,939)
-------------- --------------
(3,660) 135
Purchase of trading securities (3,619) (9,970)
Proceeds from sales of trading
securities 7,050 5,074
-------------- --------------
Net cash used in operating
activities (229) (4,761)
-------------- --------------
Investing activities:
Advances on loan receivables - (5,000)
Payments received on loan receivables 846 7,579
Net decrease (increase) in notes
receivable 3,119 (3,407)
-------------- --------------
Net cash provided by (used in)
investing activities 3,965 (828)
-------------- --------------
Financing activities:
Purchase of treasury bonds - (992)
(Decrease) increase in note payable (2,526) 7,000
Dividend (300) (300)
-------------- --------------
Net cash used in (provided by)
financing activities (2,826) 5,708
Net change in cash and cash equivalents 910 119
Cash and cash equivalents, beginning
of period 3,699 1,625
-------------- --------------
Cash and cash equivalents, end
of period $ 4,609 $ 1,744
============== ==============
Cash paid during the period for:
Interest expense $ 1,496 $ 2,052
Income taxes $ 1 $ 1
</TABLE>
The accompanying notes are an integral part of these financial statements.
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<PAGE> 7
DRUMMOND FINANCIAL CORPORATION
Notes to Consolidated Financial Statements
March 31, 1999
(Unaudited)
Note 1. Basis of Presentation
- ------------------------------
In accordance with Item 310 of Regulation S-B promulgated by the U.S.
Securities and Exchange Commission, the consolidated financial statements and
accompanying notes thereto have been condensed and therefore do not contain
all disclosures required by generally accepted accounting principles. These
consolidated financial statements and accompanying notes thereto should be
read in conjunction with Drummond Financial Corporation's (the "Corporation")
audited consolidated financial statements and notes thereto contained in the
Corporation's Form 10-KSB Annual Report for the fiscal year ended June 30,
1998. All dollar amounts are rounded to the nearest thousand.
In the opinion of management, the accompanying unaudited consolidated
financial statements contain all adjustments necessary to present fairly the
Corporation's financial position as of March 31, 1999, and the results of its
operations and changes in its financial position for the periods ended March
31, 1999 and 1998, respectively. All adjustments were of a normal, recurring
nature. Results for interim periods are not necessarily indicative of those
to be expected for the full year.
Certain reclassifications have been made to the prior period's financial
statements to conform to the current period's presentation.
Note 2. Adoption of Accounting Standard Regarding Impaired Loans
- -----------------------------------------------------------------
Under the provisions of the Financial Accounting Standards Board ("FASB")
Statement No. 114, "Accounting by Creditors for Impairment of a Loan," when a
loan is impaired as defined in the statement, a lender shall measure
impairment at the present value of expected future cash flows discounted at
the loan's effective interest rate, or as a practical expedient, based on a
loan's observable market price or the fair value of the collateral if the loan
is collateral dependent. The Corporation has adopted a measurement method on
a loan-by-loan basis. By definition, the Corporation's non-performing loans
are impaired. A specific reserve is established for each impaired loan equal
to the amount by which the Corporation's recorded investment in the loan
exceeds the net present value of the loan determined in accordance with FASB
Statement No. 114.
The Corporation continued to apply FASB Statement No. 5 "Accounting for
Contingencies" to provide an allowance on a pool of unimpaired loans.
During the current period, the Corporation collected $0.8 million from the
estate of Heartland, Inc. ("Heartland") relating to a non-performing loan in
the amount of $2.1 million. Heartland had filed a petition for bankruptcy and
had ceased to operate.
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<PAGE> 8
As of March 31, 1999, the Corporation had identified impaired finance
receivables with a recorded investment totaling $1.3 million and had
established a specific allowance for credit losses totaling $1.3 million in
connection therewith. Finance receivables, which are also referred to as
recorded investment in loans, include the outstanding loan balance (net of any
charge-offs), any accrued interest, deferred loan fees and reimbursable costs.
The activity with regard to the allowance for credit losses during the nine
and three months ended March 31, 1999 is as follows:
(dollars in thousands)
Balance, beginning of period $ 2,100
Decrease in provision (846)
Charge-offs -
----------
Balance, end of period $ 1,254
==========
Consisted of:
Specific allowance under FASB Statement No. 114 $ 1,254
General allowance under FASB Statement No. 5 -
----------
$ 1,254
==========
The following table summarizes the calculation of net finance receivables as
at March 31, 1999:
(dollars in thousands)
Finance receivables, gross $ 1,254
Less allowance for credit losses (1,254)
----------
Finance receivables, net $ -
==========
-8-
<PAGE> 9
PART I. FINANCIAL INFORMATION
------------------------------
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of the financial condition and results
of operations of Drummond Financial Corporation (the "Corporation") for the
nine months and three months ended March 31, 1999, respectively, should be
read in conjunction with the consolidated financial statements and related
notes included elsewhere herein.
Results of Operations - Nine Months Ended March 31, 1999
- --------------------------------------------------------
Revenues for the nine months ended March 31, 1999 were $1.4 million, compared
to $1.5 million in the comparative period of 1998. Revenues from interest and
loan fees decreased to $0.7 million for the nine months ended March 31, 1999
from $1.0 million in the nine months ended March 31, 1998, primarily as a
result of a reduction in the dollar amount of outstanding performing loans. In
the nine months ended March 31, 1999, the Corporation reported a net gain on
securities of $0.5 million, compared to $66,000 in the comparative period of
1998. Revenues from dividends and other activities were $0.2 million in the
nine months ended March 31, 1999, compared to $0.4 million in the comparative
period of 1998.
Costs and expenses for the nine months ended March 31, 1999 decreased to $1.4
million from $2.8 million in the comparative period of 1998, primarily as a
result of a recovery of credit losses of $0.8 million during the current
period relating to amounts outstanding under a non-performing loan. The
Corporation recovered credit losses of $0.2 million in the nine months ended
March 31, 1998. General and administrative expenses decreased to $0.8 million
for the nine months ended March 31, 1999 from $1.1 million for the comparative
period of 1998, primarily as a result of decreased professional fees and loan
collection costs.
Interest expense decreased to $1.5 million for the nine months ended March 31,
1999 from $1.8 million for the comparative period of 1998, primarily as a
result of a reduction in indebtedness. Interest on the Company's indebtedness
was accrued at the rate of approximately 8.58% per annum for the nine months
ended March 31, 1999, compared to approximately 8.50% per annum for the nine
months ended March 31, 1998.
No income tax provision was recognized for the nine months ended March 31,
1999 and 1998, respectively, except for the payment of a minimum tax of
$1,000. The Corporation has deferred tax benefits with respect to net
operating loss carry-forwards which have not been recognized as there is no
assurance that they will be realized.
For the nine months ended March 31, 1999, the Corporation reported a net loss
of $3,000, or $0.08 per share, compared to $1.8 million, or $0.73 per share,
in the comparative period of 1998. The Corporation's results of operations
for the nine months ended March 31, 1998 included a gain of $0.5 million, or
$0.18 per share, on the extinguishment of debt.
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<PAGE> 10
Results of Operations - Three Months Ended March 31, 1999
- ---------------------------------------------------------
Revenues for the three months ended March 31, 1999 were $0.3 million, compared
to $0.7 million in the comparative period of 1998. Revenues from interest and
loan fees decreased to $0.2 million for the three months ended March 31, 1999
from $0.4 million in the comparative period of 1998, primarily as a result of
a reduction in the dollar amount of outstanding performing loans. In the three
months ended March 31, 1999, the Corporation reported a net gain on securities
of $0.1 million, compared to $0.2 million in the three months ended March 31,
1998. Revenues from dividends and other activities were $0.1 million in the
three months ended March 31, 1999, compared to $0.2 million in the comparative
period of 1998.
Costs and expenses decreased to $0.7 million in the three months ended March
31, 1999 from $1.1 million in the three months ended March 31, 1998. General
and administrative expenses decreased to $0.2 million for the three months
ended March 31, 1999 from $0.5 million for the comparative period of 1998,
primarily as a result of decreased professional fees and loan collection
costs.
Interest expense decreased to $0.5 million for the three months ended March
31, 1999 from $0.6 million for the comparative period of 1998, primarily as a
result of a reduction in indebtedness. Interest on the Company's indebtedness
was accrued at the rate of approximately 8.75% per annum for the three months
ended March 31, 1999, compared to approximately 8.50% per annum for the three
months ended March 31, 1998.
For the three months ended March 31, 1999, the Corporation reported a net loss
of $0.4 million, or $0.16 per share, compared to $0.4 million, or $0.18 per
share, in the comparative period of 1998.
Liquidity and Capital Resources
- -------------------------------
The Corporation's cash and cash equivalents at March 31, 1999 were $4.6
million, an increase of $0.9 million from June 30, 1998.
Cash used by operations for the nine months ended March 31, 1999 was $0.2
million, compared to $4.8 million for the comparative period of 1998. Cash
used in operating activities before any activities in trading securities was
$3.7 million in the nine months ended March 31, 1999, compared to cash
provided by operating activities before any activities in trading securities
of $0.1 million in the comparative period of 1998. A decrease in accounts
payable and accrued liabilities used cash of $8,000 in the nine months ended
March 31, 1999, compared to $1.9 million in the nine months ended March 31,
1998. A decrease in receivables provided cash of $24,000 in the nine months
ended March 31, 1999, compared to $3.1 million in the nine months ended March
31, 1998. A loan to an affiliate used cash of $2.3 million in the nine months
ended March 31, 1999.
Net sales of trading securities provided cash of $3.4 million in the nine
months ended March 31, 1999, compared to net purchases of trading securities
using cash of $4.9 million in the nine months ended March 31, 1998.
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<PAGE> 11
Investing activities for the nine months ended March 31, 1999 provided cash of
$4.0 million, compared to using cash of $0.8 million for the nine months ended
March 31, 1998. During the nine months ended March 31, 1999, the Corporation
collected $0.8 million from the estate of a defaulting borrower relating to a
non-performing loan in the amount of $2.1 million. The borrower had filed a
petition for bankruptcy and had ceased to operate. Collections on loan
receivables provided cash of $7.6 million in the nine months ended March 31,
1998. In the nine months ended March 31, 1999, a net decrease in notes
receivable provided cash of $3.1 million, compared to a net increase in same
using cash of $3.4 million in the comparative period in 1998.
Financing activities for the nine months ended March 31, 1999 used cash of
$2.8 million, primarily as a result of the partial repayment of an outstanding
loan. During the period ended March 31, 1998, financing activities provided
cash of $5.7 million, primarily as a result of increased indebtedness.
The Corporation anticipates that its cash and investments on hand and interest
income will be sufficient to service the Corporation's debt costs and cover
the day-to-day general and administrative expenses of the Corporation during
the short-term.
Finance Receivables
- -------------------
The Corporation's loan portfolio at March 31, 1999 consisted of finance
receivables due from a defaulting borrower in the amount of $1.3 million,
compared to $7.4 million in finance receivables due from two borrowers at
March 31, 1998.
During the nine months ended March 31, 1999, the Corporation collected $0.8
million from the estate of Heartland, Inc. ("Heartland") relating to a non-
performing loan in the amount of $2.1 million. Heartland had filed a petition
for bankruptcy and had ceased to operate.
The Corporation maintains an allowance for credit losses against which amounts
deemed uncollectible are charged-off and subsequent recoveries, if any, are
credited. See Note 2 to the financial statements herein with respect to the
allowance for credit losses during the nine months ended March 31, 1999.
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<PAGE> 12
Year 2000
- ---------
Many of the world's computer systems currently record years in a two-digit
format. These computer systems will be unable to properly interpret dates
beyond the year 1999, which could lead to business disruptions and is commonly
referred to as the "Year 2000" issue. Based on its current information,
management of the Corporation has determined that the Year 2000 issue will not
pose significant operational problems for its computer systems as it only
utilizes commercially available software and personal computers, which are
Year 2000 compliant. The total cost to the Corporation of Year 2000
compliance activities has not been and is not currently anticipated to be
material to its financial position or results of operations in any given year.
In addition, management of the Corporation has initiated communications with
clients to ascertain their Year 2000 readiness and develop contingency plans
as required, and management intends to address this issue with any prospective
client. The determination by management and costs relating to the Year 2000
issue are based on management's best estimates, which were derived utilizing
numerous assumptions of future events. However, there can be no assurance
that these estimates will be achieved and actual results could vary materially
from those anticipated.
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<PAGE> 13
PART II. OTHER INFORMATION
---------------------------
ITEM 1. LEGAL PROCEEDINGS
Reference is made to the Corporation's annual report on Form 10-KSB for the
year ended June 30, 1998 for information concerning certain legal proceedings.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Corporation held its annual meeting of shareholders on January 14, 1999.
At the meeting, Oq-Hyun Chin was re-elected a Class III director of the
Corporation for a three year term to serve until the annual meeting of
shareholders to be held following the fiscal year ending June 30, 2001, or
until his successor is elected and qualified. Of the shares eligible for
voting at the meeting, 4,465,799 shares were voted for Mr. Chin's re-election,
19,700 shares were voted against his re-election or were withheld from voting
and there were no abstentions and broker non-votes. Michael J. Smith and Roy
Zanatta continued their terms as directors of the Corporation.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit
Number Description
- ------- -----------
27 Article 5 - Financial Data Schedule for the 3rd Quarter 1999
Form 10-QSB.
(b) Reports on Form 8-K
None.
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<PAGE> 14
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934,
the Registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated: May 13, 1999 DRUMMOND FINANCIAL CORPORATION
By: /s/ Michael J. Smith
---------------------------------------------
Michael J. Smith, President, Chief
Executive Officer and Chief Financial Officer
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<PAGE> 15
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
27 Article 5 - Financial Data Schedule for the 3rd Quarter 1999
Form 10-QSB.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS AND NOTES INCLUDED IN THIS FORM 10-QSB AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-1999
<PERIOD-START> JUL-01-1998
<PERIOD-END> MAR-31-1999
<CASH> 4,609
<SECURITIES> 12,288
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 26,726
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
30
<COMMON> 43
<OTHER-SE> 2,934
<TOTAL-LIABILITY-AND-EQUITY> 26,726
<SALES> 0
<TOTAL-REVENUES> 1,433
<CGS> 0
<TOTAL-COSTS> 1,435
<OTHER-EXPENSES> 0
<LOSS-PROVISION> (846)
<INTEREST-EXPENSE> 1,526
<INCOME-PRETAX> (2)
<INCOME-TAX> 1
<INCOME-CONTINUING> (3)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3)
<EPS-PRIMARY> (0.08)
<EPS-DILUTED> (0.08)
</TABLE>
