SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 1O-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended December 31, 1995 Commission File Number 0-1437
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THE FIRST REPUBLIC CORPORATION OF AMERICA
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(Exact name of registrant as specified in its charter)
DELAWARE 13-1938454
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
302 Fifth Avenue, New York, N.Y. 10001
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (212) 279-6100
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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
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As of February 16, 1996 there were 672,289 shares of common stock outstanding.
<PAGE>
PART I. FINANCIAL INFORMATION
-----------------------------
THE FIRST REPUBLIC CORPORATION OF AMERICA
-----------------------------------------
AND SUBSIDIARIES
----------------
CONDENSED CONSOLIDATED BALANCE SHEETS
-------------------------------------
December 31, June 30,
1995 1995
------------ ---------
(UNAUDITED) (SEE NOTE
BELOW)
Assets
- ------
Current Assets
Cash and Cash Equivalents $ 1,477,177 $ 1,294,475
Accounts Receivable 5,675,765 6,346,410
Inventories (Note 2) 5,050,194 5,472,000
Other Current Assets 2,242,355 1,412,028
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Total Current Assets 14,445,491 14,524,913
------------ ------------
Property, Plant and Equipment 72,254,014 71,688,171
Less: Accumulated Depreciation 31,938,595 30,639,141
------------ ------------
Net Properties 40,315,419 41,049,030
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Other Assets 26,870,392 27,165,787
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TOTAL ASSETS $ 81,631,302 $ 82,739,730
============ ============
Liabilities & Stockholders' Equity
- ----------------------------------
Current Liabilities $ 10,291,917 $ 9,534,371
------------ ------------
Long Term Debt 24,556,689 25,539,845
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Other Liabilities and Deferred Credits 4,518,160 4,411,404
------------ ------------
Stockholders' Equity:
Common Stock 1,175,261 1,175,261
Other Stockholders' Equity 41,089,275 42,078,849
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Total Stockholders' Equity 42,264,536 43,254,110
------------ ------------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 81,631,302 $ 82,739,730
============ ============
NOTE: The balance sheet at June 30, 1995
has been derived from the audited
financial statements at that date
and condensed.
SEE NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
<PAGE>
THE FIRST REPUBLIC CORPORATION OF AMERICA
-----------------------------------------
AND SUBSIDIARIES
----------------
CONSOLIDATED STATEMENT OF OPERATIONS
------------------------------------
(UNAUDITED)
-----------
Six months ended Three months ended
December 31, December 31,
1995 1994 1995 1994
---- ---- ---- ----
Revenues
Net sales-Products $11,272,970 $10,979,772 $5,063,800 $5,070,301
Real Estate and Hotel Operations 11,298,406 10,768,820 5,670,658 5,426,589
Other (including equity in net
loss of affiliated entities) (432,604) 827,305 (196,651) 463,653
----------- ----------- ---------- ----------
Total Revenues 22,138,772 22,575,897 10,537,807 10,960,543
----------- ----------- ---------- ----------
Expenses
Cost of Sales 10,449,210 8,857,985 4,901,862 4,241,733
Operating-real estate and hotel 5,146,866 4,961,074 2,654,303 2,520,416
Selling, general & administrative2,992,628 3,011,735 1,386,207 1,453,928
Depreciation and amortization 1,899,908 1,833,499 953,069 909,943
Real estate taxes 1,321,770 1,311,941 660,397 641,862
Interest 1,688,374 1,442,188 833,271 740,510
---------- ----------- ---------- ----------
Total Expenses 23,498,756 21,418,422 11,389,109 10,508,392
---------- ----------- ---------- ----------
(Loss) income before income taxes,
and minority interests (1,359,984) 1,157,475 (851,302) 452,151
Income taxes - Note 3 (209,000) (322,000) (94,000) (105,000)
Minority interests 618,214 132,668 319,464 125,370
----------- ----------- ---------- ---------
Net (Loss) income $ (950,770) $ 968,143 $ (625,838) $472,521
=========== =========== ========== ==========
(Loss) earnings per share:
Net (Loss) income $ (1.41) $ 1.44 $ (.93) $ .70
=========== =========== ========== ==========
Average shares outstanding 673,061 674,057 672,783 674,007
SEE NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
<PAGE>
THE FIRST REPUBLIC CORPORATION OF AMERICA
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AND SUBSIDIARIES
----------------
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
----------------------------------------------
UNAUDITED
---------
Six Months Ended
December 31,
1995 1994
---- ----
OPERATING ACTIVITIES
Net (Loss) Income $ (950,770) $ 968,143
Adjustments to Reconcile Income to Net
Cash Provided by Operating Activities:
Depreciation and Amortization 1,899,908 1,833,499
Minority Interests' Share of Loss in
Subsidiaries (618,214) (132,668)
Changes in Operating Assets and Liabilities:
Decrease (Increase) in Accounts and
Other Receivables 79,015 (920,539)
Decrease (Increase) in Inventories 421,806 (232,630)
Increase in Other Assets (830,327) (1,000,296)
Increase in Accounts Payable 157,546 1,310,563
Increase in Other Liabilities 106,756 37,838
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CASH PROVIDED BY OPERATIONS 265,720 1,863,910
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INVESTING ACTIVITIES
Purchases of Property Plant and Equipment (1,166,297) (2,849,559)
Investment in and Advances to Affiliated
Entities - Net 913,609 (1,125,818)
Payments Received on Mortgages Receivable 591,630 380,000
----------- -----------
NET CASH PROVIDED (USED) BY
INVESTING ACTIVITIES 338,942 (3,595,377)
------------ -----------
FINANCING ACTIVITIES
Proceeds from Mortgages and Notes Payable - Net 600,000 2,400,000
Payments on Long Term Debt (983,156) (1,158,620)
Other Financing Activities (38,804) (13,932)
------------ ----------
NET CASH (USED) PROVIDED BY
FINANCING ACTIVITIES (421,960) 1,227,448
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INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS 182,702 (504,019)
Cash and Cash Equivalents at Beginning
of Period 1,294,475 1,316,144
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CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 1,477,177 $ 812,125
=========== ==========
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
<PAGE>
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 December 31, 1995 and the
consolidated statements of operations and cash flows for the six month periods
ended December 31, 1995 and 1994, 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 December 31, 1995 and for all periods
presented, have been made.
2. INVENTORIES
-----------
December 31, June 30,
1995 1995
---- ----
Work-in process and
raw materials $ 1,636,773 $ 1,945,308
Finished goods 3,413,421 3,526,692
----------- -----------
$ 5,050,194 $ 5,472,000
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3. INCOME TAXES
------------
Six Months Ended
December 31,
1995 1994
---- ----
Federal $ - $ 100,000
State 209,000 222,000
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$ 209,000 $ 322,000
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<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
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AND RESULTS OF OPERATIONS
-------------------------
(IN THOUSANDS)
------------
Liquidity and Capital Resources
- -------------------------------
Working capital for the six months ended December 31, 1995 decreased by
approximately $837. Net cash provided by operating activities was approximately
$266. Net cash used by financing activities was approximately $422. Net cash of
approximately $339 was provided by 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 December 31, 1995, $3,000 is outstanding under the line of credit.
The term loan, which has an outstanding balance of $7,778 at December 31, 1995,
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 December 31, 1996. The interest rate
on both facilities is one percent in excess of the lender's prime rate.
Results of Operations
- ---------------------
Six months ended December 31, 1995 and 1994
-------------------------------------------
Income from operations before income taxes and minority interests decreased
$2,517. The components are as follows:
(Decrease)
1995 1994 Increase
---- ---- ---------
Real Estate $ 2,464 $ 2,468 ($ 4)
Hotel 360 223 137
Seafood (2,276) ( 6) (2,270)
Textile 76 385 (461)
Corporate (1,832) (1,913) 81
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($ 1,360) $ 1,157 ($ 2,517)
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<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
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AND RESULTS OF OPERATIONS - CONTINUED
-------------------------------------
(IN THOUSANDS)
------------
REAL ESTATE
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Revenues increased $439. A mortgage obtained January 1, 1995 on the
Jefferson Bank Building in Miami Beach, Florida increased mortgage interest
expense by $158 and repairs and maintenance increased by $182. There were no
other significant variations in any expense category.
HOTEL
- -----
Revenues increased $91 over last year. Hotel earnings increased $137 as
a result of the higher revenues and lower operating costs.
SEAFOOD
- -------
Revenues increased $1,299 in the current period. Earnings decreased
$2,270 for the seafood division due primarily to the presence of "brown tide" at
our clam operation during the summer months which curtailed production, the lack
of availability of scallops for Lambert Seafood operations, and a substantial
reduction in the sales price of shrimp resulting from a temporary oversupply of
product worldwide.
TEXTILES
- --------
Hanora Spinning's earnings increased $171 to $287 for the six months
due to higher operating costs. Hanora South and J & M Dyers recognized combined
losses of $200 compared to last years profit of $155 due substantially to J & M
Dyers completion of a substantial contract that expired in December 1994.
Whitlock Combing incurred a loss of $163 in the current period as compared to a
loss of $228 last year relating to its property in South Carolina which is being
offered for sale. Overall, textile revenues decreased $1,013 due to reduced
sales at J & M of approximately $1,000.
CORPORATE/OTHER
- ---------------
Corporate including the operations of the nursing homes and interest on
the Company's term loan and revolving line of credit, remained approximately the
same.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
-----------------------------------------------------------
AND RESULTS OF OPERATIONS - CONTINUED
-------------------------------------
(IN THOUSANDS)
------------
Three months ended December 31, 1995 and 1994
---------------------------------------------
Income from operations before income taxes and minority interests decreased
$1,303. The Components are as follows:
(Decrease)
1995 1994 Increase
---- ---- ---------
Real Estate $ 1,254 $ 1,178 $ 76
Hotel 139 153 (14)
Seafood (1,297) (285) (1,012)
Textile (170) 246 (416)
Corporate (777) (840) 63
------- ---- --------
$ (851) $ 452 $ (1,303)
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REAL ESTATE
- -----------
Revenues increased $252. Interest on the Jefferson Bank Building
mortgage increased $78, repairs and maintenance increased $110 and snow removal
costs increased $33.
HOTEL
- -----
Hotel earnings decreased $14, there were no significant variations in
any expense category.
SEAFOOD
- -------
Earnings decreased $1,012 substantially due to increased losses from
shrimp operations in Ecuador and lack of product at Lambert Seafood.
TEXTILES
- --------
Earnings decreased $416. Hanora Spinning's earnings decreased $242.
Hanora South and J & M Dyers recognized combined losses of $135 as compared to
last year's profits of $102 due substantially to a decrease in revenue and
earnings at J & M Dyers as a result of the completion of a substantial contract
received from a new customer that expired in December 1994. Whitlock Combing had
a $43 decrease in losses due to the closing of the wool combing plant in June
1992.
CORPORATE/OTHER
- ---------------
Corporate expenses remained substantially the same.
<PAGE>
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 December 31, 1995.
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: February 28, 1996 /s/ Norman A. Halper
------------------------------------------
Norman A. Halper
President
Date: February 28, 1996 /s/ Harry Bergman
------------------------------------------
Harry Bergman
Treasurer
<PAGE>
The First Republic Corporation of America
and Subsidiaries
Article 5 FDS - 10-Q
At December 31, 1995 and for the six months then ended
December 31, 1995
Item Description
----------------
Cash and cash items $1,477,177
Marketable securities ---
Notes and accounts receivable-trade 5,675,765
Allowances for doubtful accounts 279,906
Inventory 5,050,194
Total current assets 14,445,491
Property, plant and equipment 72,254,014
Accumulation depreciation 31,938,595
Total assets 81,631,302
Total current liabilities 10,291,917
Bonds, mortgages and similar debt 24,556,689
Preferred stock-mandatory redemption ---
Preferred stock-no mandatory redemption ---
Common stock 1,175,261
Other stockholders' equity 41,089,275
Total liabilities and stockholders' equity 81,631,302
Net sales of tangible products 11,272,970
Total revenues 22,138,772
Cost of tangible goods sold 10,449,210
Total costs and expenses applicable to sales and revenues 11,331,172
Other costs and expenses ---
Provision for doubtful accounts and notes 30,000
Interest and amortization of debt discount 1,688,374
Loss before taxes and other items (1,359,984)
Income tax expense 209,000
Loss continuing operations ( 950,770)
Discontinued operations ---
Extraordinary items ---
Cumulative effect-changes in accounting principles ---
Net income or loss ( 950,700)
Loss per share-primary (1.41)
Loss per share-fully diluted (1.41)
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JUL-01-1995
<PERIOD-END> DEC-31-1995
<CASH> 1,477,177
<SECURITIES> 0
<RECEIVABLES> 5,675,765
<ALLOWANCES> 279,906
<INVENTORY> 5,050,194
<CURRENT-ASSETS> 14,445,491
<PP&E> 72,254,014
<DEPRECIATION> 31,938,595
<TOTAL-ASSETS> 81,631,302
<CURRENT-LIABILITIES> 10,291,917
<BONDS> 24,556,689
0
0
<COMMON> 1,175,261
<OTHER-SE> 41,089,275
<TOTAL-LIABILITY-AND-EQUITY>81,631,302
<SALES> 11,272,970
<TOTAL-REVENUES> 22,138,772
<CGS> 10,449,210
<TOTAL-COSTS> 11,331,172
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 30,000
<INTEREST-EXPENSE> 1,688,374
<INCOME-PRETAX> (1,359,984)
<INCOME-TAX> 209,000
<INCOME-CONTINUING> (950,770)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (950,700)
<EPS-PRIMARY> (1.41)
<EPS-DILUTED> (1.41)
</TABLE>
