UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (due of earliest event reported) June 16, 2005
Commission file number: 0-29346
FRMO CORP.
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(Exact name of registrant as specified in its charter)
Delaware 13-3754422
(State or other jurisdiction of (I.R.S. Employer Identification No)
incorporation or organization)
320 Manville Road, Pleasantville, NY 10570
(Address of Principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (914) 632-6730
Item 8.01 Other Events
June 16, 2005
Dear Fellow Shareholder:
We are writing to inform you of a variety of issues pertaining to financial
disclosure that have caused a delay in the filing of our annual report and Form
10-K. In most such instances, we would be writing to warn you of a potential
write-down of a magnitude yet to be determined. Yet, this is not the case in
this instance. It is highly likely that we will be required to perform a
so-called "write-up". The term write-up is not one that is commonplace in the
financial lexicon. In fact, the circumstances that will be presently related are
sufficiently unusual that we can honestly state that we have never seen a
comparable situation. The fact pattern is as follows:
- As shareholders will recall, in February 2002 FRMO Corp. acquired an
interest, now approximately 8.4%, in a Limited Liability Company (for
convenience, "LLC") that operates two hedge funds. Those funds have been
very successful. Accordingly, an 8.4% proportion of the profit of the LLC
belongs to the shareholders of FRMO. Initially, these amounts were not
material to FRMO. However, in recent periods, the increases in funds under
management as well as salutary investment performance have resulted in a
very profitable investment for FRMO shareholders. It should also be noted
that FRMO acquired this interest in the LLC for the nominal sum
represented by 315 of FRMO's common shares.
- Recently altered accounting guidelines, in particular what is known as the
Emerging Issues Task Force Issue No. 03-16, "Accounting for Investments in
Limited Liability Companies", requires that we consolidate into the FRMO
income statement FRMO's proportionate share of the LLC's results. This was
alluded to in a postscript to last year's Shareholders' Letter.
- The LLC is a private company, and the accounting basis of the LLC is the
cash basis, whereas FRMO, as a public company, must be on the accrual
basis; the LLC financial statements are presented on a calendar (December)
year, whereas for historical reasons FRMO reports its results on a
February fiscal year; the LLC, as a private company, is not audited,
although the hedge funds they manage and which represent substantially all
of the revenues of the LLC are audited.
- Yet, in order for FRMO's outside accountants to complete the FRMO annual
audit, their professional guidelines required them to perform an audit of
the LLC. Intense consultation of authoritative sources appears to now
permit, in this instance, a somewhat lower standard but nevertheless
complete access to the books and records of the LLC and the performance of
certain tests on its accounts. As well, they must review the audit work
papers of the two hedge funds despite the fact that each hedge fund has
already been audited by a reputable auditor (in one case, Ernst & Young).
This requires certain clearances and the cooperation of various personnel
not only at the LLC, but also at the other two audit firms with which FRMO
has no business relationship. The assent of all of these parties, the
orchestration of all of these parties, as well as the review and often
complex restatement of differing formats of the information that must be
provided to the FRMO auditors, is necessarily a time consuming process.
All of these parties are performing in accordance with the highest
standards of professional conduct.
Given the variety of sets of data to be converted into other sets of data, there
is some disagreement as to how this task should be accomplished in accordance
with appropriate accounting and regulatory guidelines. We ourselves would be
delighted to comply with any reasonable and defined guideline, except there is
no defined guideline in our precise circumstance. All we can tell you is that
our historical financial results do not reflect the appropriate reality insofar
as they materially understate actual results. If accounting guidelines had not
changed, we would have been content to continue to carry the investment in the
LLC at a nominal value and record cash distributions as profit when received.
The U.S. Internal Revenue Service permits us to pay taxes upon the same basis as
we always have paid taxes. It is interesting to observe that the data collected
is perfectly appropriate for IRS purposes, yet is not appropriate for financial
statement purposes. If it were permissible, we, as the FRMO management, would be
delighted to use our corporate tax return as our annual report. We believe that
the interests of shareholders are best served when a company uses one set of
books. The figures that are sent to the IRS properly reflect the data that we
use in evaluating the business of FRMO. However, the highest standards of
financial reporting integrity apparently require that we use not one, but two
sets of books.
Consequently, we will have one set of books that we use for the U.S. Department
of the Treasury and another that we use for shareholders, as required by law.
There was a time in history when people suffered severe legal penalties for
using two sets of books. Nevertheless, despite what we might believe is
appropriate, we are perfectly willing to have two sets of books, yet in order to
comply with this requirement a number of parties need to agree upon accounting
approaches yet to be decided.
If agreement among these parties can not be reached so as to enable us to
produce two sets of books, NASDAQ might find it necessary to disallow the
trading of our shares until such time as two sets of books can be produced.
Naturally, only one set of books will be disclosed to shareholders.
For your information, if we are allowed to in this letter, which is an informal
document, we are perfectly willing to disclose to you certain financial
information about the LLC the manner of calculation of which is not subject to
alternative interpretations. These are cash distributions received by FRMO from
the LLC during the most recent periods and the amount of assets currently under
management by the LLC hedge funds. The cash distributions received during the 12
months ended last week, which is to say through June 10th, was somewhat over
$900,000. The combined assets under management of the two hedge funds as well as
associated managed accounts as of yesterday evening, June 15th, were somewhat
over $1.5 billion.
Naturally, if the future performance of the hedge funds proves to be disastrous
such that most or all of the investors withdraw their capital, the LLC results
would become immaterial to FRMO and we would have absolutely no difficulty
producing two sets of books - only one of which, of course, would be disclosed
to shareholders. Stated differently, we could solve all of these accounting
problems from this point forward merely by arranging for the complete and
immediate failure of the LLC.
Of course, we intend to do our best to support the continued success of FRMO,
and towards this end we will make every effort humanly possible to produce two
sets of books, only one of which will be disclosed. We would thank our
shareholders for their understanding of this situation, if we could be confident
that they did understand the situation, but we can have no such confidence since
we ourselves do not understand the situation.
/s/ STEVEN BREGMAN /s/ MURRAY STAHL
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Steven Bregman, President Murray Stahl, Chairman
and Chief Operating Officer and Chief Executive Officer
Postscript:
While waiting for proper financial statements to become available, shareholders
with sufficient interest might find it useful to read Franz Kafka's The Trial.
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 hereunto duly authorized.
FRMO CORP.
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(Registrant)
/s/ Steven Bregman
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Date: June 16, 2005 Steven Bregman, President