-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BTkHxCRCplwzYveJNF4pupyDfaNJmdqa+d+W81S4WAOUO4whz+MsLCG3HF7+aM+a pU3Zy/ex+FV/weItoYLH9Q== 0000929624-96-000149.txt : 19960816 0000929624-96-000149.hdr.sgml : 19960816 ACCESSION NUMBER: 0000929624-96-000149 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960630 FILED AS OF DATE: 19960814 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FI LIQUIDATING CO INC CENTRAL INDEX KEY: 0000820095 STANDARD INDUSTRIAL CLASSIFICATION: PRINTED CIRCUIT BOARDS [3672] IRS NUMBER: 942666121 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-16277 FILM NUMBER: 96613665 BUSINESS ADDRESS: STREET 1: HUGHES CENTER SUITE 200 STREET 2: 3753 HOWARD HUGHES PARKWAY CITY: LAS VEGAS STATE: NV ZIP: 89109 BUSINESS PHONE: 702-892-3772 MAIL ADDRESS: STREET 1: HUGHES CENTER SUITE 200 STREET 2: 3753 HOWARD HUGHES PARKWAY CITY: LAS VEGAS STATE: NV ZIP: 89109 FORMER COMPANY: FORMER CONFORMED NAME: FLEXTRONICS INC /DE/ DATE OF NAME CHANGE: 19950619 10-Q 1 FORM 10-Q FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE - ----- SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1996 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 0-16277 FI LIQUIDATING COMPANY, INC. ---------------------------- (Exact name of registrant as specified in its charter) Delaware 94-2666121 -------- ---------- (State of other jurisdiction of (IRS Employer incorporation or organization) Identification No.) Hughes Center Suite 200 3753 Howard Hughes Parkway Las Vegas, Nevada 89109 (702) 866-2230 (Address, including zip code and telephone number, including area code, of registrant's principal executive officers) Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods 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 --- --- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. At June 30, 1996, 9,271,453 shares of common stock of the registrant were outstanding. PART I - FINANCIAL INFORMATION ------------------------------ ITEM 1 - FINANCIAL STATEMENTS ----------------------------- FI LIQUIDATING COMPANY, INC. CONSOLIDATED STATEMENT OF OPERATIONS (in thousands, except per share amounts) (unaudited)
Three Months Ended June 30 ---------------- 1996 1995 ------ ------ Net sales $ - $ - Costs and expenses: Cost of sales - - General and administrative 56 30 ------ ------ Loss from operations (56) (30) Realized and unrealized appreciation in Flextronics International Ltd.: Realized gain - 491 Change in unrealized appreciation 2,518 1,592 Other income (loss), net (13) 13 ------ ------ Income before provision for taxes on income and extraordinary credit 2,449 2,066 Provision for taxes on income 833 702 ------ ------ Income before extraordinary credit 1,616 1,364 Extraordinary credit - utilization of net operating loss carryforward 833 702 ------ ------ Net income 2,449 2,066 ====== ====== Net income per share: Income before extraordinary credit .17 .15 Extraordinary credit .09 .07 ------ ------ Net income per share .26 .22 ====== ====== Shares used in computing per share amounts 9,271 9,391 ====== ======
See accompanying notes. 2 FI LIQUIDATING COMPANY, INC. CONDENSED CONSOLIDATED BALANCE SHEET (in thousands) (unaudited)
June 30 March 31 1996 1996 ------- -------- Assets Current assets: Cash $ 458 $ 561 Prepaid expenses and other 23 25 Assets held for sale 75 75 ------- ------ Total current assets 536 661 Investment in Flextronics International Ltd. - 5,262 ------- ------ $ 536 $ 5,923 ======= ======= Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ 10 $ 6 Other accrued liabilities 161 201 ------- ------- Total current liabilities 171 207 Stockholders' equity: Preferred Stock, $.01 par value; 10,000 shares authorized; Common Stock, $.01 par value; 25,000 shares authorized; 9,271 shares issued 93 93 Additional paid-in capital 29,748 29,748 Accumulated deficit (29,476) (24,125) ------- ------- Stockholders' equity 365 5,716 ------- ------- $ 536 $ 5,923 ======= =======
See accompanying notes. 3 FI LIQUIDATING COMPANY, INC. CONSOLIDATED STATEMENT OF CASH FLOWS (in thousands) (unaudited)
Three Months Ended June 30 ------------------ 1996 1995 ------- ------- Operating activities: Net income $ 2,449 $ 2,066 Adjustment to reconcile net income (loss) to net cash used for operating activities: Realized and unrealized appreciation in Flextronics International Ltd. (2,518) (2,083) Changes in operating assets and liabilities: Prepaid expenses and other assets 2 ( 14) Accounts payable and accrued liabilities ( 36) 6 ------- ------- Net cash used for operating activities ( 103) ( 25) Investing activities: Proceeds from sales of shares in Flextronics International Ltd. - 933 Purchase of marketable securities - ( 882) ------- ------- Net cash provided by investing activities - 51 ------- ------- Increase (decrease) in cash ( 103) 26 Cash beginning of period 561 10 ------- ------- Cash end of period $ 458 $ 36 ======= =======
See accompanying notes. 4 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ---------------------------------------------------- 1. Basis of presentation The accompanying financial statements as of June 30, 1996 and March 31, 1996 and for the three months ended June 30, 1996 and June 30, 1995 have been prepared on a liquidating basis of accounting with assets and liabilities stated at fair value. The Company has wound down its operations and is continuing to implement a formal plan of liquidation approved by the Shareholders in June 1992. The condensed consolidated financial statements at June 30, 1996 and March 31, 1996 and for the three months ended June 30, 1996 and June 30, 1995, respectively, are unaudited but include all adjustments (consisting only of normal recurring adjustments) which are, in the opinion of management, necessary to present a fair statement of the results of interim periods. The condensed consolidated financial statements and notes thereto should be read in conjunction with the consolidated financial statements for the year ended March 31, 1996, as presented in the Registrant's Annual Report on Form 10-K. 2. Investment in Flextronics International Ltd. At March 31, 1995, the Company held 359,576 shares of Flextronics International Ltd. capital stock, of which 244,076 shares were "restricted securities" as that term is defined in Rule 144 under the Securities Act of 1933 (the "Act"). During fiscal 1996, the Company sold 115,500 shares of Flextronics International Ltd. for $2,376,594. The 244,076 restricted securities were registered under the Act effective June 3, 1996 and distributed as a liquidating dividend to the shareholders of the Company that day. 3. Net income per share Net income per share is computed based on the weighted average number of common shares and dilutive common stock equivalents. 5 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS --------------------------------------------- OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ------------------------------------------------ Overview - -------- The Company has substantially completed a major restructuring and wind down of its worldwide business and in June 1992 adopted a plan of liquidation. As a result of these activities, the Company's financial position at June 30, 1996, and its operating results for the three months then ended, are not indicative of the Company's expected operating performance and liquidity and capital resource needs. The restructuring and wind down results in eliminating revenues and expenses other than general and administrative expenses needed to manage its assets and creditor relations. The liquidation activities of the Company will be the orderly disposal of its remaining assets to fund its remaining obligations. Its principal assets are cash $458,000. Results of operations - --------------------- Three months ended June 30, 1996 compared to three months ended June 30, 1995 - ----------------------------------------------------------------------------- Because of the restructuring and recapitalization described in the preceding Overview, any comparison of net revenues and operating expenses for the three months ended June 30, 1996 to those for the three months ended June 30, 1995 is, in the opinion of management, not meaningful. For the three months ended June 30, 1996 realized and unrealized appreciation in Flextronics International Ltd. of $2,518,000 was recognized. (See Note 2 to the financial statements.) The market close on March 31, 1996 was $30.50 and the market close on June 3, 1996 was $31.87 when the shares became unrestricted and were distributed. For the three months ended June 30, 1995 realized and unrealized gain on Flextronics International Ltd. of $2,083,000 was recognized. The market close on March 31, 1995 was $13.75 and the market close on June 30, 1995 was $21.875. Other income (loss) of $13,000 for the three months ended June 30, 1996 primarily consisted of costs associated with the assets held for sale. Other income of $13,000 for the three months ended June 30, 1995 primarily consisted of reversal of provisions for claims which can no longer be assessed. A provision for taxes on income of $833,000 is provided for the three months ended June 30, 1996 based on income before extraordinary credit. A provision for taxes on income of $702,000 is provided for the three months ended June 30, 1995 based on income before extraordinary credit. 6 Capital resources and liquidity - ------------------------------- For the three months ended June 30, 1996 cash decreased by $103,000 as compared to an increase of $26,000 for the three months ended June 30, 1995. Cash outflows from operating activities consisted primarily of winding down operations and liquidating the assets in both years. The cash inflow from investing activities reflects the sales of Flextronics International Ltd. shares for the three months ended June 30, 1995. The Company's balance sheet at June 30, 1996 shows a shareholders' equity of $365,000. The Company is making current payments for expenses related to its liquidation and administration. The Company has cash at June 30, 1996 of $458,000. Such amounts should be sufficient to complete an orderly liquidation. The timing for the Company to complete the liquidation is dependent upon its ability obtain the necessary regulatory clearances and on the disposition of assets. The amount of the final liquidating distribution is primarily dependent on the Company's ability to dispose of its remaining assets and obligations. 7 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunder duly authorized. FI LIQUIDATING COMPANY, INC. (Registrant) Date: August 13, 1996 By: /s/John C. Roberts ------------------ John C. Roberts President, Chief Executive Officer (Principal Executive Officer) Date: August 13, 1996 By: /s/Michael R. Ramelot --------------------- Michael R. Ramelot Chief Financial Officer (Principal Financial Officer) 8 PART II - OTHER INFORMATION --------------------------- ITEM 1. LEGAL PROCEEDINGS ------------------------- During the quarter there were no material developments in legal proceedings since the report filed on Form 10K for the fiscal year ended March 31, 1996. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K ----------------------------------------- (a) Exhibits -------- None (b) Reports on Form 8-K ------------------- No reports on Form 8-K were filed during the quarter ended June 30, 1996. 9 EX-27 2 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10Q JUNE 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 3-MOS MAR-31-1997 APR-01-1996 JUN-30-1996 458 0 0 0 0 536 0 0 536 171 0 0 0 365 0 536 0 0 0 0 0 0 0 2,449 833 1,616 0 833 0 2,449 .26 .26
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