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 DECEMBER 31, 2000 [ ] 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 (EXACT NAME OF SMALL BUSINESS ISSUER AS) (SPECIFIED IN ITS CHARTER) CONNECTICUT 06-0759497 - -------------------------------------------------------------------------------- (STATE OR OTHER JURISDICTION (IRS EMPLOYER OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 1000 BRIDGEPORT AVENUE, SHELTON, CONNECTICUT 06484 -------------------------------------------------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (203) 944-5400 -------------- (ISSUER'S TELEPHONE NUMBER) --------------------------------------------------- (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 ----- ----- PART I - FINANCIAL INFORMATION ITEM 1. - Financial Statements THE FIRST CONNECTICUT CAPITAL CORPORATION - ----------------------------------------- BALANCE SHEET, DECEMBER 31, 2000 (DOLLARS IN THOUSANDS, EXCEPT SHARE DATA) - ----------------------------------------- (UNAUDITED) ASSETS 2000 - ------ ---- Cash and cash equivalents $ 115 Restricted cash 43 Loans - net of allowance for loan losses of $45 2,160 Loans held for sale 988 Accrued interest receivable 8 Servicing rights 132 Fixed assets 14 Deferred income taxes 614 Other assets 54 ------- TOTAL ASSETS $ 4,128 ======= LIABILITIES AND STOCKHOLDERS' EQUITY - ------------------------------------ LIABILITIES - ----------- Line of credit $ 1,551 Accounts payable and other accrued expenses 46 ------- TOTAL LIABILITIES 1,597 ------- Commitments and contingencies 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 Additional paid in capital 9,253 Accumulated deficit (7,309) ------- TOTAL STOCKHOLDERS' EQUITY 2,531 ------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 4,128 ======= See notes to condensed financial statements. 2 THE FIRST CONNECTICUT CAPITAL CORPORATION - ----------------------------------------- STATEMENTS OF INCOME FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2000 AND 1999 (Dollars in thousands, except share data) - ----------------------------------------- (Unaudited) - ----------- Three Months Nine Months Three Months Nine Months Ended Ended Ended Ended Dec 31, 2000 Dec 31, 2000 Dec 31, 1999 Dec 31, 1999 ------------ ------------ ------------ ------------ INTEREST INCOME: Interest and fees on loans $ 130 $ 409 $ 121 $ 421 ----------- ----------- ----------- ----------- INTEREST EXPENSE: Interest expense on line of credit 54 130 22 34 Other interest expense 3 11 3 14 ----------- ----------- ----------- ----------- TOTAL INTEREST EXPENSE 57 141 25 48 NET INTEREST INCOME 73 268 96 373 ----------- ----------- ----------- ----------- OTHER OPERATING INCOME: Servicing fees 89 257 81 152 Other fees 7 22 11 24 ----------- ----------- ----------- ----------- Total other operating income 96 279 92 176 ----------- ----------- ----------- ----------- TOTAL INCOME 169 547 188 549 ----------- ----------- ----------- ----------- OTHER OPERATING EXPENSES: Officers' salaries 44 115 44 111 Other salaries 14 32 11 28 Directors' fees -- 1 -- 2 Professional services 8 23 10 29 Miscellaneous taxes 4 11 4 11 Employee and general insurance 11 33 10 27 Rent 7 23 7 22 Amortization of servicng rights (4) 8 -- -- Corporate insurance expenses 5 16 5 15 Licenses, dues and subscriptions expenses 1 4 2 6 Communications 3 8 3 9 Advertising and promotions 1 3 -- 3 Stock record and other financial expenses 4 12 4 12 Depreciation 2 7 2 7 Equipment and auto rental 3 9 3 10 Postage expenses 2 4 2 4 Office supplies -- 3 1 5 Loss on note receivable -- -- 322 322 Other 11 17 5 18 ----------- ----------- ----------- ----------- Total other operating expenses 116 329 435 641 ----------- ----------- ----------- ----------- INCOME BEFORE INCOME TAX BENEFIT 53 218 (247) (92) INCOME TAX (PROVISION) BENEFIT 11 42 (20) 120 ----------- ----------- ----------- ----------- NET INCOME $ 64 $ 260 ($ 267) $ 28 =========== =========== =========== =========== INCOME PER COMMON SHARE (BASIC AND DILUTED) $ 0.05 $ 0.22 ($ 0.23) $ 0.02 =========== =========== =========== =========== Weighted average number of common shares outstanding (basic and diluted) 1,173,382 1,173,382 1,173,382 1,173,382 =========== =========== =========== =========== See notes to condensed financial statements. 3 THE FIRST CONNECTICUT CAPITAL CORPORATION - ----------------------------------------- STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY FOR THE NINE MONTHS ENDED DECEMBER 31, 2000 (DOLLARS IN THOUSANDS, EXCEPT SHARE DATA) - ----------------------------------------- (UNAUDITED) - ----------- COMMON STOCK ------------ TOTAL NUMBER OF ADDITIONAL ACCUMULATED STOCKHOLDERS' SHARES AMOUNT PAID - IN CAPITAL DEFICIT EQUITY --------- ------- ------------------ -------- --------- BALANCE, April 1,2000 1,173,382 $ 587 $ 9,253 ($ 7,569) $ 2,271 Net Income 260 260 --------- --------- --------- --------- --------- BALANCE, December 31, 2000 1,173,382 $ 587 $ 9,253 ($ 7,309) $ 2,531 ========= ========= ========= ========= ========= See notes to condensed financial statements. 4 THE FIRST CONNECTICUT CAPITAL CORPORATION - ----------------------------------------- STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED DECEMBER 31, 2000 AND 1999 (DOLLARS IN THOUSANDS) - ---------------------- (UNAUDITED) - ----------- 2000 1999 -------- -------- OPERATING ACTIVITIES Net income $ 260 $ 28 Adjustments to reconcile net income to net cash used in operating activities: Deferred taxes (60) (123) Depreciation 7 7 Amortization of servicing rights 8 -- Interest accretion on note receivable -- (15) Loss on note receivable -- 322 Origination of loans held for sale (9,520) (11,675) Proceeds from sales of loans held for sale 9,091 10,161 Increase in accrued interest receivable (2) (1) Increase in other assets (10) (21) Increase (decrease) in accounts payable and other accrued expenses 1 (193) Increase in restricted cash (1) (2) -------- -------- Net cash used in operating activities (226) (1,512) -------- -------- INVESTING ACTIVITIES Originations of loans -- -- Net decrease on loans 186 24 Purchase of fixed assets (5) -- -------- -------- Net cash provided by investing activities 181 24 -------- -------- FINANCING ACTIVITIES (Decrease) increase in line of credit borrowings (167) 1,260 Principal collected on note receivable -- 50 Decrease in Partnership loans -- 30 -------- -------- Net cash (used in) provided by financing activities (167) 1,340 -------- -------- DECREASE IN CASH AND CASH EQUIVALENTS (212) (148) CASH AND CASH EQUIVALENTS, BEGINNING 327 385 -------- -------- CASH AND CASH EQUIVALENTS, ENDING $ 115 $ 237 ======== ======== See notes to condensed financial statements. 5 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 accounting principles generally accepted in the United States of America ("GAAP") 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 notes required by GAAP 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, 2001. For further information, refer to the financial statements and notes thereto included in the Corporation's Annual Report on Form 10-KSB for the year ended March 31, 2000. Certain amounts in the 1999 financial statements have been reclassified to conform to the 2000 presentation. Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The Corporation is currently licensed in the state of Connecticut to operate as Mortgage Lender/Broker. The Corporation had net income of $260,000 for the nine months ended December 31, 2000 compared to net income of $28,000 for the nine months ended December 31, 1999. The increase of $232,000 is due primarily to an increase in servicing fees, partially offset by an increase in interest paid on line of credit, and a one time write-off of a note receivable recorded in December of 1999. INTEREST INCOME AND OTHER OPERATING INCOME Interest and fees on loans decreased $12,000 for the nine months ended December 31, 2000, as compared to the nine months ended December 31, 1999. This decrease was primarily due to a decrease in the number of mortgage loans originated and funded by the Corporation. This is traditionally a slower quarter due in part to weather and the holiday season. Management continues to conservatively underwrite new applications and will not lessen its standards in order to compensate for a slower real estate market. Inventory levels of unsold properties remains low and therefore management believes that the construction market will remain strong in the near and mid-terms. We continue to provide construction financing to a segment of the market whose price range is less affected by economic conditions. 6 THE FIRST CONNECTICUT CAPITAL CORPORATION Servicing fees increased by $105,000 for the nine months ended December 31, 2000, as compared to the same period in the prior year. This increase is due to an increase in servicing fees earned on the Corporation's short-term construction and remodeling mortgage loans and the Limited Partnership portfolios. This increase is partially offset by 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 the Loan and Real Property Purchase Agreement. OTHER OPERATING EXPENSE - ----------------------- Total other operating expenses decreased by $312,000 during the nine months ended December 31, 2000, as compared to the comparable period of the prior year. This decrease is due to the write off an unsecured note receivable of $322,000 recorded in December of 1999. This note predates the Corporation's short-term mortgage program and relates to the liquidation of the portfolio sold under the Loan and Real Property Purchase Agreement date June 29, 1993 (and amended on October 29, 1993). For the current period the Corporation showed an increase in officers' and other salaries of $8,000, an increase in employee and general insurance of $6,000 and the increase in amortization of servicing rights of $8,000 partially offset by a reduction in professional services and various other expense categories. Management believes that significant further reduction of other operating expenses will be difficult to achieve, based on the extensive reductions that have already been effected. INCOME TAX BENEFIT - ------------------ An income tax benefit of $42,000 was recorded for the nine months ended December 31, 2000, as compared to $120,000 for the nine months ended December 31, 1999, which primarily reflects the reduction of the valuation allowance against net operating loss carryforwards (NOLS), based on management's assessment of the amount of NOLS that more likely than not will be realized based on current and projected profitability. PLAN OF OPERATION - ----------------- The Corporation is engaged in the mortgage banking business, which involves the origination, purchase, sale and servicing of mortgage loans collateralized by residential properties and other real estate. These loans are predominately collateralized 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 and mortgage servicing rights. It is anticipated that based upon the favorable climate in the construction industry in Connecticut, the Corporation will continue to maintain its present level of activities in this area. Management is cognizant that residential construction is seasonal in nature, as well as sensitive to changing interest rates. Loan demand, in general however, remains steady. We are 7 THE FIRST CONNECTICUT CAPITAL CORPORATION experiencing an increase in "repeat business" from our growing list of contractors/borrowers primarily due to our streamlined application and closing process. We continue to provide prompt, professional and personalized service which is extremely attractive, as well as unique, in today's lending environment. The Corporation continues to seek other forms of short-term financing opportunities while at the same time, exercising conservative and responsible underwriting standards. All of our financing application undergo strict underwriting guidelines which include conservative loan to value ratios, minimal credit standards and feasible exit strategies. Management continues to work with our investment advisers relative to a plan to increase shareholder value. We hope to be able to present the shareholders with more detail in the foreseeable future. LINE OF CREDIT - -------------- On December 15, 2000 the Corporation closed its third Commercial Line of Credit with Hudson United Bank. This $3,000,000 line of credit will expire on December 1, 2001. Interest is computed at 2.25% over the Wall Street Journal Prime Rate. This line is collateralized by an assignment of notes and mortgages equal to the amount of the loan. FINANCIAL RESOURCES - ------------------- As of December 31, 2000, the Corporation had $115,000 of unrestricted cash and cash equivalents and approximately $2.531 million of Stockholders' Equity. The Corporation currently anticipates that during the year ending March 31, 2001, its principal financing needs will consist of funding its mortgage loans held for sale and the ongoing net cost of mortgage loan originations. The Corporation believes that cash on hand, internally generated funds and availability of its line of credit will be sufficient to meet its corporate, general and administrative working capital and other cash requirements during the year ending March 31, 2001. 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 increases, the Corporation will require additional cash to service those requirements. The Corporation continues to monitor its cash flow requirements, and, due to the aforementioned line of credit, the Corporation feels it will be able to meet these cash requirements. 8 THE FIRST CONNECTICUT CAPITAL CORPORATION PART II. OTHER INFORMATION 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: February 2, 2001 By:_________________________________ Lawrence R. Yurdin President 9