SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter ended September 30, 1993 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, 1993 there were 676,945 shares of common stock
outstanding.
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(AMENDED INFORMATION APPEARS IN BOLD TEXT)
PART I. FINANCIAL INFORMATION
THE FIRST REPUBLIC CORPORATION OF AMERICA
AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
September 30, June 30,
1993 1993
(UNAUDITED) (SEE NOTE
BELOW)
Assets
Current Assets
Cash and Cash Equivalents $ 852,963 $ 1,504,799
Accounts Receivable 7,815,916 7,259,737
Inventories (Note 2) 3,623,553 3,781,243
Other Current Assets 4,219,174 4,165,134
Total Current Assets 16,511,606 16,710,913
Property, Plant and Equipment 67,347,414 67,561,477
Less: Accumulated Depreciation 27,790,893 27,679,765
Net Properties 39,556,521 39,881,712
Other Assets 22,548,444 22,229,953
TOTAL ASSETS $ 78,616,571 $ 78,822,578
Liabilities & Stockholders' Equity
Current Liabilities $ 8,905,273 $ 9,939,729
Long-Term Debt 21,942,668 22,233,897
Other Liabilities and Deferred
Credits 4,350,244 5,776,718
Stockholders' Equity:
Common Stock 1,175,261 1,175,261
Other Stockholders' Equity 42,243,125 39,696,973
Total Stockholders' Equity 43,418,386 40,872,234
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 78,616,571 $ 78,822,578
NOTE: The balance sheet at June 30, 1993
has been derived from the audited
financial statements at that date
and condensed.
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,
1993 1992
Revenues
Net Sales-Products $ 6,665,372 $ 6,628,221
Real Estate and Hotel operations 5,042,418 5,520,743
Other 1,719,622 370,802
Total Revenues 13,427,412 12,519,766
Expenses
Cost of Sales 5,616,167 5,918,281
Operating-real estate and hotel 2,417,941 2,457,110
Selling, general & administrative 1,571,561 1,698,811
Depreciation and amortization 969,179 1,079,159
Real estate taxes 599,502 623,418
Interest 576,401 530,151
Total Expenses 11,750,751 12,306,930
Income before income taxes,
minority interests and cumulative
effect of change in accounting for
income taxes 1,676,661 212,836
Income taxes - Note 3 (337,000)
(150,000)
Minority interests 72,755 10,413
Income before cumulative
effect of accounting change 1,412,416 73,249
Cumulative effect as of July 1, 1993
of change in method of accounting for
income taxes - Note 4 1,173,000 --------
Net Income $ 2,585,416 $ 73,249
Earnings per share:
Income before cumulative effect
of accounting change $ 2.08 $ .11
Cumulative effect of accounting change 1.74 ----
Net Income $ 3.82 $ .11
Average shares outstanding 677,394 687,001
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,
1993 1992
OPERATING ACTIVITIES
Income from operations $2,585,416 $ 73,249
Adjustments to Reconcile Income to Net
Cash Provided (Used) by Operating Activities:
Depreciation and Amortization 969,179 1,079,159
Minority Interests' Share of Loss in
Subsidiaries (72,755) (10,413)
Change in method of accounting for
income taxes (1,173,000) -------
Changes in Operating Assets and Liabilities
Increase in Accounts and Other
Receivables (601,179) (51,778)
Decrease (Increase) in Inventories 157,690 (251,867)
Increase in Other Assets (54,040) (372,543)
Decrease in Accounts Payable (440,958) (209,854)
Decrease in Other Liabilities (180,719) (369,116)
CASH PROVIDED (USED) BY OPERATIONS 1,189,634 (140,163)
INVESTING ACTIVITIES
Purchases of Property Plant and Equipment (643,988) (597,428)
Investment in and Advances to Partnerships (318,491) (1,643,779)
Payments Received on Mortgages Receivable 45,000 43,628
NET CASH USED BY INVESTING ACTIVITIES (917,479) (2,197,579)
FINANCING ACTIVITIES
(Payments on) Proceeds from Mortgages
and Notes Payable (593,498) 1,255,223
(Payments on) Proceeds from Long-Term Debt (291,229) 1,211,938
Other Financing Activities (39,264) (47,095)
NET CASH (USED) PROVIDED BY FINANCING ACTIVITIES (923,991) 2,420,066
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (651,836) 82,324
Cash and Cash Equivalents at Beginning of Period 1,504,799 1,491,462
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 852,963 $1,573,786
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, 1993, the
consolidated statements of operations for the three-month periods ended
September 30, 1993 and 1992, and the condensed consolidated statement of cash
flows for the nine-month periods then ended 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,
1993 and for all periods presented, have been made.
2. INVENTORIES
September 30, June 30,
1993 1993
Work-in process and
raw materials $ 1,810,002 $ 1,845,245
Finished goods 1,813,551 1,935,998
$ 3,623,553 $ 3,781,243
3. INCOME TAXES
Three Months Ended
September 30,
1993 1992
Federal $ 100,000 $ 80,000
State 237,000 70,000
$ 337,000 $ 150,000
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
reporting 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. The effect of the change on pretax
income from operations for the three months ended September 30, 1993 was not
material; however, the cumulative effect of the change increased net income
by $1,173,000 or $1.74 per share.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION
Liquidity and Capital Resources (000's omitted)
Working capital for the three months ended September 30, 1993 increased by
approximately $835. Net cash provided by operating activities was
approximately $1,190. Net cash used by financing activities was
approximately $924. Net cash of approximately $917 was used for investing
activities.
Results of Operations (In Thousands)
Three months ended September 30, 1993 and 1992
Income from operations before income taxes and minority interests increased
$1,464. The components are as follows:
(Decrease)
1993 1992 Increase
Real Estate $1,124 $1,250 $ (126)
Hotel 121 252 (131)
Seafood (37) 124 (161)
Textile 47 (417) 464
Corporate 422 (996) 1,418
$1,677 $ 213 $ 1,464
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION - CONTINUED
REAL ESTATE
Revenues decreased $330. Repairs and maintenance expense
decreased $174, and there were no other significant variations in
any expense category.
HOTEL
There was a $148 decrease in revenues, and hotel earnings
decreased $131 as a result of the lower revenues.
SEAFOOD
Revenues decreased $318 primarily in the sale of shrimp.
Earnings decreased $161 for the entire seafood division due
primarily to reduced revenues from sales of shrimp which resulted
from declining shrimp production in Ecuador.
TEXTILES
Hanora Spinning's earnings increased $241 to $285 for the
current quarter due to higher revenues and operating margins.
Hanora South and J&M Dyers incurred combined losses of $116 as
compared to the comparable period last year of $222. Whitlock
Combing, which sold its equipment and substantially ceased
operations in June 1992, incurred a loss of $122 in the current
quarter as compared to $240 last year. Overall, revenues increased
$334.
CORPORATE
Corporate, which includes the Giftware operations (which
were merged into the Company in fiscal 1993), had a profit of $422
as compared to last year's expense of $996, due substantially to
income of $1,322 recognized this quarter 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. 1993.
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
