U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
(Mark One)
[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended SEPTEMBER 30, 1998
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE EXCHANGE ACT
For the transition period from _____________ to ______________
Commission file number 811-0969
THE FIRST CONNECTICUT CAPITAL CORPORATION
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(EXACT NAME OF SMALL BUSINESS ISSUER AS)
(SPECIFIED IN ITS CHARTER)
CONNECTICUT 06-0759497
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(STATE OR OTHER JURISDICTION (IRS EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1000 BRIDGEPORT AVENUE, SHELTON, CONNECTICUT 06484
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(203) 944-5400
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(ISSUER'S TELEPHONE NUMBER)
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(FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR,
IF CHANGED SINCE LAST REPORT)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes X No
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by court. Yes _____ No _____
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: 1,173,382
Transitional Small Business Format: Yes No X
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<PAGE>
Item 1. FINANCIAL STATEMENTS
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THE FIRST CONNECTICUT CAPITAL CORPORATION
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BALANCE SHEET, SEPTEMBER 30, 1998
(DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
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(UNAUDITED)
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<TABLE>
ASSETS
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<S> <C>
Investments:
Loans - net $458
-----------
Investments-net 458
-----------
Cash and cash equivalents 112
Restricted cash 50
Loans held for sale 336
Accrued interest 38
Servicing rights 14
Fixed assets 33
Note receivable 411
Other assets 35
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TOTAL ASSETS $1,487
===========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES:
Accounts payable and other accrued expenses 25
-----------
TOTAL LIABILITIES 25
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STOCKHOLDERS' EQUITY:
Common stock, no par value, stated value $.50
per share, authorized 3,000,000 shares,
issued and outstanding 1,173,382 shares 587
Paid-in surplus 9,253
Accumulated deficit (8,378)
-----------
TOTAL STOCKHOLDERS' EQUITY 1,462
-----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $1,487
===========
</TABLE>
See notes to financial statements.
2
<PAGE>
THE FIRST CONNECTICUT CAPITAL CORPORATION
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STATEMENTS OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
(DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
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(UNAUDITED)
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<TABLE>
<CAPTION>
THREE MONTHS SIX MONTHS THREE MONTHS SIX MONTHS
------------ ---------- ------------ ----------
ENDED ENDED ENDED ENDED
SEP. 30,1998 SEP. 30,1998 SEP. 30,1997 SEP. 30,1997
------------ ------------ ------------ ------------
INTEREST INCOME:
<S> <C> <C> <C> <C>
Interest and fees on loans $ 43 $ 73 $ 26 $ 51
----------- ----------- ----------- -----------
INTEREST EXPENSE:
Interest expense 2 2 -- --
RECOVERY OF INVESTMENT LOSSES 60 60 205 205
----------- ----------- ----------- -----------
NET INTEREST INCOME AFTER
RECOVERY OF INVESTMENT LOSSES 101 131 231 256
----------- ----------- ----------- -----------
OTHER OPERATING INCOME:
Servicing fees 27 53 32 74
Loan Origination fees 71 121 20 51
Other fees 1 20 1 3
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Total Other Operating Income 99 194 53 128
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TOTAL INCOME 200 325 284 384
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OTHER OPERATING EXPENSES:
Amortization of servicing rights 0 0 10 10
Collection expenses 1 1 (1) (1)
Officers' salaries 34 65 36 67
Other salaries 9 17 9 19
Directors' fees 2 4 4 9
Professional services 11 17 6 19
Miscellaneous taxes 4 8 7 12
Employee and general insurance 8 17 6 17
Rent 7 13 7 14
Communications 2 5 3 6
Advertising and promotions 0 1 1 3
Stock record and other financial expenses 1 3 2 3
Employees' pension plan 0 0 1 2
Depreciation expense 2 4 3 7
Other operating expenses 20 37 10 26
----------- ----------- ----------- -----------
Total Other Operating Expenses 101 192 104 213
----------- ----------- ----------- -----------
NET INCOME BEFORE LOAN LOSSES 99 133 180 171
----------- ----------- ----------- -----------
Loan Losses 0 0 156 156
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NET INCOME $ 99 $ 133 $ 24 $ 15
=========== =========== =========== ===========
INCOME PER COMMON SHARE (BASIC AND DILUTED) $ 0.08 $ 0.11 $ 0.02 $ 0.01
=========== =========== =========== ===========
Weighted average number of
common shares outstanding (Basic and Diluted) 1,173,382 1,173,382 1,173,382 1,173,382
=========== =========== =========== ===========
</TABLE>
See notes to financial statements.
3
<PAGE>
THE FIRST CONNECTICUT CAPITAL CORPORATION
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STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
(DOLLARS IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)
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(UNAUDITED)
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<TABLE>
<CAPTION>
COMMON STOCK TOTAL
NUMBER OF PAID-IN ACCUMULATED STOCKHOLDERS'
SHARES AMOUNT SURPLUS DEFICIT EQUITY
------ ------ ------- ------- ------
<S> <C> <C> <C> <C> <C>
BALANCE, MARCH 31,1997 1,173,382 $ 587 $ 9,253 ($ 8,799) $ 1,041
Net Income 15 15
--------- --------- --------- --------- ---------
BALANCE, SEPTEMBER 30,1997 1,173,382 $ 587 $ 9,253 ($ 8,784) $ 1,056
========= ========= ========= ========= =========
BALANCE, MARCH 31,1998 1,173,382 $ 587 $ 9,253 ($ 8,511) $ 1,329
Net Income 133 133
--------- --------- --------- --------- ---------
BALANCE, SEPTEMBER 30, 1998 1,173,382 $ 587 $ 9,253 ($ 8,378) $ 1,462
========= ========= ========= ========= =========
</TABLE>
See notes to financial statements.
4
<PAGE>
THE FIRST CONNECTICUT CAPITAL CORPORATION
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STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
(DOLLARS IN THOUSANDS)
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(UNAUDITED)
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<TABLE>
<CAPTION>
SIX MONTHS SIX MONTHS
ENDED ENDED
SEP 30, 1998 SEP 30, 1997
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OPERATING ACTIVITIES
<S> <C> <C>
Net income $ 133 $ 15
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Investment gains 0 (49)
Recovery of investment losses (60) 0
Depreciation 4 7
Amortization of servicing rights 0 10
Amortization of discount on note receivable (11) 0
Principal collected on note receivable 50 0
Origination of loans held for sale (4,525) (2,241)
Proceeds from sale of loans held for sale 4,283 2,505
Decrease in Partnership loans 91 0
(Increase) decrease in accrued interest receivable (17) 4
Decrease in other assets 0 2
(Decrease) increase in accounts payable /
other accrued expenses (117) 140
Increase in restricted cash 1 0
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Net cash (used in) provided by operating activities (168) 393
INVESTING ACTIVITIES
Principal collected on investments 66 68
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Net cash provided by investing activities 66 68
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FINANCING ACTIVITIES
Decrease in warehouse line of credit 0 (308)
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(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (102) 153
CASH AND CASH EQUIVALENTS, BEGINNING 214 211
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CASH AND CASH EQUIVALENTS, ENDING $ 112 $ 364
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</TABLE>
See notes to financial statements.
5
<PAGE>
THE FIRST CONNECTICUT CAPITAL CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited condensed financial statements of The First
Connecticut Capital Corporation (the "Corporation"), formerly known as The First
Connecticut Small Business Investment Company, have been prepared in accordance
with generally accepted accounting principles for interim financial information
and with the instructions to Form 10-QSB and Article 10-01 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair representation have been included.
Operating results are not necessarily indicative of the results that may be
expected for the year ending March 31, 1999. For further information, refer to
the financial statements and footnotes thereto included in the Corporation's
annual report filed on Form 10-KSB for the year ended March 31, 1998.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The Corporation is currently licensed in the States of Connecticut and
Massachusetts to operate as Mortgage Lender/Broker.
The Corporation had net income of $133,000 and $15,000 for the six
months ended September 30, 1998 and 1997, respectively.
INTEREST INCOME AND OTHER OPERATING INCOME
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Interest and fees on loans increased $22,000 for the six months ended
September 30, 1998, as compared to the six months ended September 30, 1997. This
increase is the result of interest collected on Partnership loans and Loans held
for sale.
Loan origination fees increased $70,000 for the six months ended
September 30, 1998, as compared with the comparable period of the prior year.
This increase was due to an increase in the number and dollar amount of mortgage
loans originated and funded by the Corporation. Management credits successful
marketing of its knowledge of construction lending, its ability to service loan
demand from homebuilders and the successful general climate for the construction
industry for such increase.
Servicing fees net of amortization declined by $11,000 for the six
months ended September 30, 1998, as compared to the same period in the prior
year. This decline is due to the continued reduction and liquidation of the
portfolio sold under the Loan and Real Property Purchase Agreement dated June
29, 1993 (and amended on October 29, 1993). Servicing fees generated by this
portfolio will continue to decline as the portfolio continues to be liquidated
in accordance with such Loan and Real Property Purchase Agreement. However,
management feels this decline will be off set due to the increase in the
servicing fees earned on its short-term construction and remodeling mortgages
loans and the Limited Partnership portfolios.
6
<PAGE>
THE FIRST CONNECTICUT CAPITAL CORPORATION
OTHER OPERATING EXPENSE
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Other operating expenses declined $21,000 during the six months ended
September 30, 1998, as compared to the comparable period of the prior year,
primarily due to a decrease in director's fees and amortization of servicing
rights, as well as an overall reduction in all operating expenses. Management
believes that significant further reduction of these other operating expenses
will be difficult to achieve, based on the already extensive reductions which
have already been effected.
PLAN OF OPERATION
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The Corporation is engaged in the mortgage banking business, which
involves the origination, purchase, sale and servicing of mortgage loans secured
by residential properties and other real estate. These loans are predominately
secured by first mortgage liens on residential properties and are sold to
qualified investors, with origination and servicing fees retained by the
Corporation. The Corporation's revenues consist of loan servicing fees, loan
origination fees, interest on mortgage loans held prior to sale and mortgage
servicing rights. Since January 1996, the Corporation has expanded its Portfolio
Loan Program to include short-term mortgages for construction, remodeling and
additions, and such short-term mortgages presently constitute and are expected
to continue to constitute a significant portion of the Corporation's loan
portfolio.
It is anticipated that based on the favorable climate in the
construction industry in Connecticut, the Corporation will continue to increase
its level of activities in these areas, thus generating additional servicing
fees and interest income. Management is cognizant, however, that since home
construction is seasonal in nature, loan origination fees are likely to be lower
in the third quarter than during the first two quarters.
As of September 30, 1998, the Corporation had approximately $112,000 of
unrestricted cash and cash equivalents and approximately $1.462 million of
Stockholders' Equity.
The Corporation currently anticipates that during the fiscal year
ending March 31, 1999, its principal financing needs will consist of funding its
mortgage loans held for sale and the ongoing net cost of mortgage loan
originations and cash flow used in operations. Future cash flow requirements
will depend primarily on the level of the Corporation's activities in
originating and selling mortgage loans, as well as cash flow required by its
operations. If construction loan demand continue to increase, the Corporation
will require additional cash to service those requirements. The Corporation
continues to investigate and pursue alternative and supplementary methods to
finance its operations and to support this anticipated growth. Management is
attempting to pursue a line of credit or "warehouse line" to fund continued
lending growth on a short-term basis and is seeking to increase its sale of
limited partnership units to provide more stable, longer term funding. See
"Limited Partnership" below.
7
<PAGE>
THE FIRST CONNECTICUT CAPITAL CORPORATION
The Corporation believes that cash on hand and internally generated
funds will be sufficient to meet its corporate, general and administrative
working capital and other cash requirements during the fiscal year ending March
31, 1999.
LIMITED PARTNERSHIP
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On March 21, 1997, the Corporation formed a Limited Partnership known
as First Connecticut Capital Mortgage Fund A, Limited Partnership (the
"Partnership"), of which the Corporation is the general partner. The Partnership
sells units to investors, thus providing a significant portion of the
Corporation's short-term Portfolio Loan Program. The limited partners must be
investors who qualify as "Accredited Investors" as defined in Regulation D,
promulgated under the Securities Act of 1933.
The short-term Portfolio Loan Program generates income to the Corporation by
enabling the Corporation to fund loans, which bear a greater rate of return than
the return paid to the Limited Partners. As of September 30, 1998 the
Corporation has sold 53 units, of which 20 units were sold during the quarter
ended September 30, 1998, generating $1,000,000 of funds for lending activities
during quarter ended September 30,1998.
PART II. OTHER INFORMATION
YEAR 2000 READINESS
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The Corporation has taken action to understand the nature and extent of
the work required to make its computer-based systems that interface with
vendors, customers and others ready for the Year 2000. The Corporation has begun
to update hardware and software utilizing internal resources. Much of the
Corporation's software currently in use is Year 2000 compliant, and accordingly,
Year 2000 issues are not expected to have a material impact on the Corporation's
future financial condition. As of September 30, 1998, the Corporation has
expensed approximately $2,000 on costs associated with Year 2000 issues, and the
Corporation expects to incur additional expenses of $3,000 to $5,000 in 1999.
ANNUAL MEETING OF STOCKHOLDERS
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The Corporation held an Annual Meeting of Stockholders on October 20,
1998. The meeting was held to elect six Directors for the ensuing year, ratify
the appointment of the firm of Deloitte & Touche as auditors of the Corporation
and to conduct any other business that may properly come before the meeting. At
the meeting, the Shareholders elected four new Directors, Jan E. Cohen, Thomas
D'Addario, Ronald Farrell and Michael L. Goldman, who will serve with David
Engelson and Lawrence R. Yurdin, who have been Directors since 1960 and 1986,
respectively. 915,131 shares, representing 78% of the issued and outstanding
voting stock of the Corporation as of August 24, 1998, voted at the meeting.
8
<PAGE>
THE FIRST CONNECTICUT CAPITAL CORPORATION
The Corporation feels that this newly-elected new board possesses
expertise and backgrounds in fields related to the Corporation's primary
business, which will be instrumental in assisting the Corporation to meet the
challenges of increasing its demand for loans and securing additional sources of
funding.
Item 6. Exhibits and Reports on Form 8-K
NONE
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 duly authorized.
THE FIRST CONNECTICUT CAPITAL
CORPORATION
(Registrant)
Date: November__________, 1998 By:_________________________________
Lawrence R. Yurdin
President
9
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-1999
<PERIOD-START> APR-01-1998
<PERIOD-END> SEP-30-1998
<CASH> 162
<SECURITIES> 0
<RECEIVABLES> 1,532
<ALLOWANCES> (240)
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 241
<DEPRECIATION> (208)
<TOTAL-ASSETS> 1,487
<CURRENT-LIABILITIES> 25
<BONDS> 0
<COMMON> 587
0
0
<OTHER-SE> 875
<TOTAL-LIABILITY-AND-EQUITY> 1,487
<SALES> 325
<TOTAL-REVENUES> 325
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 192
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 133
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 133
<EPS-PRIMARY> 0.11
<EPS-DILUTED> 0.11
</TABLE>
