<PAGE>
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 the Quarter Ended June 30, 1997 Commission File Number 0-4328
FIRST MUTUAL, INC.
(formerly MUTUAL ENTERPRISES, INC.)
STATE OF INCORPORATION: DELAWARE
IRS EMPLOYER IDENTIFICATION NUMBER: 04-2434444
120 BOYLSTON STREET
BOSTON, MA 02116
TELEPHONE: (617) 426-4020
Indicate by check mark 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 and (2) has been subject to such filing requirements for
the past 90 days.
Yes X No
----- -----
As of June 30, 1997 there were 910,209 shares of common stock (par value $.10
per share) of the Company issued including 63,951 shares in the treasury of the
Company.
1
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Part I. Financial Information
Item I. Condensed Consolidated Financial Statements
First Mutual, Inc.
Consolidated Balance Sheets
(unaudited)
<TABLE>
<CAPTION>
ASSETS June 30, September 30,
1997 1996
<S> <C> <C>
Current assets:
Cash 77,016 45,802
Accounts receivable 88,545 78,142
Prepaid expenses 0 16,183
-------- --------
Total current assets 165,561 140,127
Property and equipment:
Furniture, fixtures &
equipment 78,303 78,303
Leasehold improvements 31,660 31,660
-------- --------
Total property and equipment 109,963 109,963
Less accumulated depreciation (108,506) (108,506)
-------- --------
Net property and equipment 1,457 1,457
</TABLE>
Total assets 167,018 141,584
======= =======
See accompanying notes to consolidated financial statements
2
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First Mutual, Inc.
Consolidated Balance Sheets
(unaudited)
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' June 30, September 30,
EQUITY 1997 1996
<S> <C> <C>
Current liabilities:
Current portion of long-term debt 27,000 27,000
Demand loans from officer and affliate 210,246 150,000
Accounts payable and
accrued expenses 600,495 429,989
---------- ----------
Total current liabilities 837,741 606,989
Demand loans from officer 0 104,446
Long-term debt, net of
current portion 504,816 521,791
---------- ----------
Total liabilities 1,342,557 1,233,226
---------- ----------
Net capital deficiency:
Common stock, $.10 par value
per share authorized 2,000,000
shares issued 910,209, outstanding
846,248 91,021 91,021
Additional paid-in capital 3,644,837 3,644,837
Accumulated deficit (4,874,943) (4,791,046)
Treasury stock, 63,951 shares
of common stock at cost (36,454) (36,454)
---------- ----------
Total net capital deficiency (1,175,539) (1,091,642)
---------- ----------
Total liabilities and stockholders'
equity 167,018 141,584
========== ==========
</TABLE>
See accompanying notes to consolidated financial statements
3
<PAGE>
First Mutual, Inc.
Statement of Income
(unaudited)
<TABLE>
<CAPTION>
Three months ended Nine months ended
June30, June 30,
1997 1996 1997 1996
-------- -------- --------- ---------
<S> <C> <C> <C> <C>
Revenue:
Health care services 581,352 606,735 2,275,906 2,271,221
-------- -------- --------- ---------
Total revenue 581,352 606,735 2,275,906 2,271,221
-------- -------- --------- ---------
Costs and expenses:
Cost of health care services 645,044 631,407 1,903,899 2,025,519
Selling, general and admin 109,816 86,020 411,372 157,195
-------- -------- --------- ---------
Total costs: 754,860 717,427 2,315,271 2,182,714
Income from operations (173,508) (110,692) (39,365) 88,507
Interest expense, net 14,051 6,780 44,532 37,813
-------- -------- --------- ---------
Net income/(loss) (187,559) (117,472) (83,897) 50,694
======== ======== ========= =========
Income/(loss) per share (.22) (0.14) (.10) 0.06
Weighted average number
of shares
846,258 846,258 846,258 846,258
</TABLE>
See accompanying notes to consolidated financial statements
4
<PAGE>
First Mutual, Inc
Statement of Cash Flows
(unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
June 30, 1997 June 30, 1996
------------- -------------
<S> <C> <C>
Cash flows from operating
activities:
Net income (loss) (83,897) 50,694
Items not affecting cash:
(Increase) decrease in accounts
receivable (10,403) 33,312
(Increase) decrease in prepaid
and other current assets 16,183 (6,583)
Increase (decrease) in
accounts payable
and accrued expenses 170,506 122,548
------- -------
Net cash provided by operating activities 92,389 199,971
------- -------
Cash flows from financing activities:
Payment on note payable (61,175) (217,287)
------- --------
Net cash used for financing
activities (61,175) (217,287)
------- --------
Net change in cash 31,214 (17,316)
Cash, beginning of period 45,802 49,419
------- --------
Cash, end of period 77,016 32,103
======= ========
</TABLE>
See accompanying notes to consolidated financial statements
5
<PAGE>
FIRST MUTUAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. BASIS OF PRESENTATION
The accompanying unaudited condensed financial statements have been prepared by
First Mutual, Inc. (the Company) pursuant to the rules and regulations of the
Securities and Exchange Commission regarding interim financial reporting.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principals for complete financial statements
and should be read in conjunction with the audited financial statements
included in the Company's Annual Report and Form 10-K for the fiscal year ended
September 30, 1996.
In the opinion of the management the accompanying unaudited condensed
consolidated financial statements have been prepared on the same basis as the
audited financial statements, and include all adjustments, consisting only of
normal recurring adjustments, necessary for a fair presentation of the results
of the interim periods presented. The operating results for the interim
periods presented are not necessarily indicative of the results expected for the
full fiscal year.
2. INCOME (LOSS) PER SHARE
Earning per share of common stock is computed based on the weighted average
number of shares of common stock and common stock equivalents outstanding. For
purposes of computing weighted average common stock equivalents outstanding,
the warrants outstanding are not included because the effects would have been
antidilutive.
3. INCOME TAXES
The Company and its subsidiaries file a consolidated Federal income tax return.
The benefits attributable to investment tax credits and net operating losses can
be applied to future years. No provision is made for current income taxes due to
use of the net operating loss.
6
<PAGE>
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations:
Consolidated revenues for the nine months ended June 30, 1997 were $2,275,906
resulting in net loss of $83,897.
For the nine months ended June 30, 1997, Community Group, Inc. had income from
operations of $101,365. The Community Group receives funding from the
Commonwealth of Massachusetts that has enabled Community Group to meet its
obligations.
ABC Mobile Systems had no activity during the nine months ended June 30, 1997
Liquidity and Capital Resources:
The Company had a cash balance of $77,016 and an accounts receivable balance of
$88,545 at June 30, 1997
Cash flows in the nine months ended June 30, 1997 as in the fiscal year ended
September 30, 1996 were relatively stable. In prior years the Company
experienced a large cash shortfall which was met by:
(1) cash advances to the Company and/or subsidiaries due on demand but presently
being amortized on a ten year basis, by David Slater, Chairman of the Company,
and his wife Barbara W. Slater.
(2) restructured bank financing totaling $680,000, payable in 10 years with
monthly installments based on a twenty year amortization schedule. David and
Barbara Slater personally have guaranteed and collateralized $227,000 of this
loan.
In return for David and Barbara Slater's personal guarantee and
collateralization of $227,000 of the company's bank loan, the Company has
granted each of them a 10 year option on 450,000 shares of its authorized but
not issued shares, at $.10 per share. In addition, in return for forgiving
$243,743 of debt due from BSDJ, Inc. and BSNJ, Inc. the company has granted
David and Barbara Slater each a ten year option on 304,679 shares of its
authorized, but not issued shares at $.10 per share. If all these options are
ever exercised for all 1,509,358 shares represented thereby, the total shares
owned by David Slater and his family will increase from the 455,450 shares
representing 53.8% of the currently outstanding shares of the Company to a total
of 1,964,808 shares representing 83.4% of what would then be the outstanding
shares of the Company.
In view of the above debt repayment requirements the Registrant will generate no
surplus cash and/or liquidity.
There are no unused sources of liquidity. Loans from officers and stockholders
are demand notes with interest at 2% over the bank rate.
7
<PAGE>
In the future, management seeks to cut costs in Community Group, Inc., expand to
new similar programs and negotiate future increases in rates under state
contracts.
ABC Mobile Brake has essentially ceased operations.
BWS Group, Inc. has discontinued all retail operations permanently.
First Mutual, Inc., continues to seek business opportunities it can participate
in without capital requirement, utilizing its franchising, management and health
services expertise.
PART II . OTHER INFORMATION
See Part II of Form 10-K for the year ended September 30, 1996. No significant
changes have occurred since that report and no reports on Form 8-K were filed
during the quarter ended March 31, 1997.
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.
FIRST MUTUAL, INC.
(Formerly Mutual Enterprises, Incorporated)
(Registrant)
DATE: December 3, 1997 David B. Slater
Director and Principal
Executive Officer
DATE: December 3, 1997 Diane M. Fleming
Clerk and Director
8
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-START> OCT-01-1996
<PERIOD-END> JUN-30-1997
<CASH> 77,016
<SECURITIES> 0
<RECEIVABLES> 88,545
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 165,561
<PP&E> 109,963
<DEPRECIATION> 108,506
<TOTAL-ASSETS> 167,018
<CURRENT-LIABILITIES> 837,741
<BONDS> 504,816
0
0
<COMMON> 91,021
<OTHER-SE> (1,266,560)
<TOTAL-LIABILITY-AND-EQUITY> 167,018
<SALES> 2,275,906
<TOTAL-REVENUES> 2,275,906
<CGS> 0
<TOTAL-COSTS> 1,903,899
<OTHER-EXPENSES> 411,372
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 44,532
<INCOME-PRETAX> (83,897)
<INCOME-TAX> 0
<INCOME-CONTINUING> (83,897)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (83,897)
<EPS-PRIMARY> (.10)
<EPS-DILUTED> (.10)
</TABLE>
