SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter ended September 30, 1994 Commission
File Number 0-1437
THE FIRST REPUBLIC CORPORATION OF AMERICA
(Exact name of registrant as specified in its charter)
DELAWARE 13-1938454
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
302 Fifth Avenue, New York, N.Y. 10001
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (212) 279-6100
Former name, former address and former fiscal year, if changed
since last report:
Indicate by checkmark whether the registrant (1) has filed all
reports required to be filed by Sections 13 and 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
and (2) has been subject to such filing requirements for the past
90 days:
Yes X No
As of November 11, 1994 there were 674,107 shares of common stock
outstanding.
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PART I. FINANCIAL INFORMATION
THE FIRST REPUBLIC CORPORATION OF AMERICA
AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
September 30, June 30,
1994 1994
(UNAUDITED) (SEE NOTE
BELOW)
Assets
Current Assets
Cash and Cash Equivalents $ 928,832 $ 1,316,144
Accounts and Other Receivables 7,148,417 6,231,881
Inventories (Note 2) 4,877,955 4,731,545
Other Current Assets 2,418,123 1,695,785
Total Current Assets 15,373,327 13,975,355
Property, Plant and Equipment 71,577,581 69,431,186
Less: Accumulated Depreciation 30,746,734 29,276,551
Net Properties 40,830,847 40,154,635
Other Assets 26,911,560 26,033,638
TOTAL ASSETS $ 83,115,734 $ 80,163,628
Liabilities & Stockholders' Equity
Current Liabilities $ 12,122,237 $ 9,412,274
Long Term Debt 23,610,817 23,870,298
Other Liabilities and Deferred
Credits 4,623,342 4,617,340
Stockholders' Equity:
Common Stock 1,175,261 1,175,261
Other Stockholders' Equity 41,584,077 41,088,455
Total Stockholders' Equity 42,759,338 42,263,716
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 83,115,734 $ 80,163,628
NOTE: The balance sheet at June 30, 1994
has been derived and condensed from
the audited financial statements at
that date.
SEE NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
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THE FIRST REPUBLIC CORPORATION OF AMERICA
AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
Three months ended
September 30,
1994 1993
Revenues
Net sales-Products $ 5,909,471 $ 6,665,372
Real Estate and hotel operations 5,342,231 5,042,418
Other 363,652 1,719,622
Total Revenues 11,615,354 13,427,412
Expenses
Cost of Sales 4,616,252 5,616,167
Operating-real estate and hotel 2,440,658 2,417,941
Selling, general & administrative 1,557,807 1,571,561
Depreciation and amortization 923,556 969,179
Real estate taxes 670,079 599,502
Interest 701,678 576,401
Total Expenses 10,910,030 11,750,751
Income before income taxes, minority
interests and cumulative effect of
change in accounting for income taxes 705,324 1,676,661
Income taxes - Note 3 (217,000) (337,000)
Minority interests 7,298 72,755
Income before cumulative effect
of accounting change 495,622 1,412,416
Cumulative effect as of July 1, 1993
of change in method of accounting for
income taxes - Note 4 - 1,173,000
Net Income $ 495,622 $ 2,585,416
Earnings per share:
Income before cumulative effect of
accounting change $ .74 $ 2.08
Cumulative effect of accounting change - 1.74
Net Income $ .74 $ 3.82
Average shares outstanding 674,107 677,394
SEE NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
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THE FIRST REPUBLIC CORPORATION OF AMERICA
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
UNAUDITED
Three months ended
September 30,
1994 1993
OPERATING ACTIVITIES
Net Income $ 495,622 $ 2,585,416
Adjustments to Reconcile Income to Net
Cash Provided by Operating Activities:
Depreciation and Amortization 923,556 969,179
Minority Interests' Share of Loss in
Subsidiaries (7,298) (72,755)
Change in method of accounting for
income taxes - (1,173,000)
Changes in Operating Assets and Liabilities
Increase in Accounts and Other
Receivables (985,536) (601,179)
(Increase)Decrease in Inventories (146,410) 157,690
Increase in Other Assets (722,338) (54,040)
Increase(Decrease) in Accounts Payable 2,009,963 (440,958)
Increase(Decrease) in Other Liabilities 6,002 (180,719)
CASH PROVIDED BY OPERATIONS 1,573,561 1,189,634
INVESTING ACTIVITIES
Purchases of Property Plant and Equipment (1,599,768) (643,988)
Investment in and Advances to Affiliated
Entities-Net (870,624) (318,491)
Payments Received on Mortgages Receivable 69,000 45,000
NET CASH (USED) BY INVESTING ACTIVITIES (2,401,392) (917,479)
FINANCING ACTIVITIES
Proceeds from(Payments on)Mortgages and
Notes Payable 700,000 (593,498)
Payments on Long Term Debt (259,481) (291,229)
Other Financing Activities - (39,264)
NET CASH PROVIDED(USED) BY FINANCING
ACTIVITIES 440,519 (923,991)
DECREASE IN CASH AND CASH EQUIVALENTS (387,312) (651,836)
Cash and Cash Equivalents at Beginning
of Period 1,316,144 1,504,799
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 928,832 $ 852,963
SEE NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS
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THE FIRST REPUBLIC CORPORATION OF AMERICA
AND SUBSIDIARIES
NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS
1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The condensed consolidated balance sheet as of September 30, 1994
and the consolidated statements of operations and cash flows for
the three month periods ended September 30, 1994 and 1993, have
been prepared by the Company, without audit. In the opinion of
management, all adjustments (which include only normal recurring
adjustments) necessary to present fairly the financial position,
results of operations and cash flows at September 30, 1994 and
for all periods presented, have been made.
2. INVENTORIES
September 30, June 30,
1994 1994
Work-in process and
raw materials $ 2,361,519 $ 1,978,575
Finished goods 2,516,436 2,752,970
$ 4,877,955 $ 4,731,545
3. INCOME TAXES
Three Months Ended
September 30,
1994 1993
Federal $ 100,000 $ 100,000
State 117,000 237,000
$ 217,000 $ 337,000
4. CHANGE IN METHOD OF ACCOUNTING FOR INCOME TAXES
Effective July 1, 1993, the Company adopted FASB Statement No.
109, "Accounting for Income Taxes." Under Statement 109, the
liability method is used in accounting for income taxes. Under
this method, deferred tax assets and liabilities are determined
based on differences between financial report-ing and tax bases
of assets and liabilities and are measured using the enacted tax
rates and laws that will be in effect when the differences are
expected to reverse. Prior to the adoption of Statement 109,
income tax expense was determined using the deferred method.
Deferred tax expense was based on items of income and expense
that were reported in different years in the financial statements
and tax returns and were measured at the tax rate in effect in
the year the difference originated. As permitted by Statement
109, the Company has elected not to restate the financial
statements of any prior years.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION
(IN THOUSANDS)
Liquidity and Capital Resources
Working capital for the three months ended September 30, 1994
decreased by approximately $1,312. Net cash provided by
operating activities was approximately $1,574. Net cash provided
by financing activities was approximately $441. Net cash of
approximately $2,401 was used for investing activities.
The company has a $10,000 term loan and a $3,000 revolving line
of credit with its principal lender, collateralized by a mortgage
on the East Newark Industrial Center. At September 30, 1994,
$2,800 is outstanding under the line of credit. The term loan,
which has an outstanding balance of $8,611 at September 30, 1994,
requires monthly principal payments of $56 and matures on August
1, 1997 when the remaining unpaid principal balance of $6,667
will become due. The revolving line, which is renewable
annually, is due in January 1995. The interest rate on both
facilities is one percent in excess of the lender's prime rate.
Results of Operations
Three months ended September 30, 1994 and 1993
Income from operations before income taxes and minority interests
decreased $972. The components are as follows:
(Decrease)
1994 1993 Increase
Real Estate $ 1,290 $ 1,124 $ 166
Hotel 70 121 (51)
Seafood 279 (37) 316
Textile 139 47 92
Corporate (1,073) 422 (1,495)
$ 705 $ 1,677 (972)
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION - CONTINUED
(IN THOUSANDS)
REAL ESTATE
Revenues increased $285. Real estate tax expense increased
$70, and there were no other significant variations in any
expense category.
HOTEL
Revenues were approximately the same as last year. Hotel
earnings decreased $51 as a result of slightly higher operating
costs.
SEAFOOD
Revenues increased $44 in the current period. Earnings
increased to $279 for the seafood division due primarily to
increased profits from sales of shrimp which resulted from higher
operating margins, and the recognition of approximately $100 of
income from the company's scallop investment.
TEXTILES
Hanora Spinning's earnings decreased $75 to $210 for the
current quarter due to lower revenues. Hanora South and J & M
Dyers recognized combined profits of $53 compared to last years
loss of $116 due to higher gross profits earned at J & M.
Whitlock Combing which sold its equipment and substantially
ceased operations in June 1992, incurred a loss of $124 in the
current period as compared to a loss of $122 last year. Overall,
textile revenues decreased $770.
CORPORATE
Corporate, which includes the Giftware operations had an
expense of $1,073 as compared to last years profit of $422, due
substantially to income of $1,322 recognized last year when the
company terminated a royalty agreement it had with the purchaser
of the Towle Silversmiths assets.
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PART II. OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K.
Exhibits: None
Reports: There were no reports on Form 8-K filed
during the quarter ended September 30, 1994.
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 thereunto duly
authorized.
The First Republic Corporation of America
Registrant
Date: November 21, 1994 /s/ Norman A. Halper
Norman A. Halper
President
Date: November 21, 1994 /s/ Harry Bergman
Harry Bergman
Treasurer
