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, 2002
[ ] 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
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THE FIRST CONNECTICUT CAPITAL CORPORATION
THE FIRST CONNECTICUT CAPITAL CORPORATION
BALANCE SHEETS, SEPTEMBER 30, 2002 and MARCH 31, 2002
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
September 30, March 31,
ASSETS 2002 2002
- ------ ---- ----
UNAUDITED AUDITED
--------- -------
Cash and cash equivalents $ 702 $ 437
Loans - net of allowance for loan losses of
$634 at September 30, 2002 and $594 at March 31, 2002 2,672 2,172
Loans due from related parties -- 225
Loans held for sale 1,185 1,355
Due from partnerships 87 92
Accrued interest receivable 63 50
Servicing rights 81 69
Fixed assets 15 16
Deferred income taxes 130 250
Other assets 107 75
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TOTAL ASSETS $ 5,042 $ 4,741
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Line of credit $ 2,735 $ 2,441
Accounts payable to related parties -- 203
Accounts payable and other accrued expenses 83 94
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TOTAL LIABILITIES 2,818 2,738
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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 587 587
Additional paid in capital 9,253 9,253
Accumulated deficit (7,616) (7,837)
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TOTAL STOCKHOLDERS' EQUITY 2,224 2,003
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 5,042 $ 4,741
======= =======
See notes to financial statements.
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THE FIRST CONNECTICUT CAPITAL CORPORATION
STATEMENTS OF INCOME
FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
THREE MONTHS SIX MONTHS THREE MONTHS SIX MONTHS
ENDED ENDED ENDED ENDED
SEP 30, 2002 SEP 30, 2002 SEP 30, 2001 SEP 30, 2001
------------ ------------ ------------ ------------
UNAUDITED UNAUDITED UNAUDITED UNAUDITED
INTEREST INCOME:
Interest and fees on loans $ 229 $ 491 $ 196 $ 387
Interest expense on line of credit 36 78 62 123
Other interest expense 1 9 4 7
---------- ---------- ---------- ----------
TOTAL INTEREST EXPENSE 37 87 66 130
---------- ---------- ---------- ----------
NET INTEREST INCOME 192 404 130 257
Reserve for loan losses 84 80 13 12
---------- ---------- ---------- ----------
NET INTEREST INCOME AFTER LOAN LOSSES AND
REDUCTION OF ALLOWANCE FOR LOANS 108 324 117 245
---------- ---------- ---------- ----------
OTHER OPERATING INCOME:
Servicing fees 41 64 32 45
Net gains on sales of loans held for sale 175 305 85 170
Other fees 4 21 9 17
---------- ---------- ---------- ----------
TOTAL OTHER OPERATING INCOME 220 390 126 232
---------- ---------- ---------- ----------
TOTAL INCOME 328 714 243 477
---------- ---------- ---------- ----------
OTHER OPERATING EXPENSES:
Officers' salaries 46 95 35 87
Other salaries 13 29 12 25
Directors' fees -- -- -- 1
Professional services 51 60 5 10
Miscellaneous taxes 4 10 5 10
Employee and general insurance 13 25 10 21
Rent 8 16 8 16
Amortization of servicing rights 17 34 18 36
Corporate insurance expenses 7 14 5 10
Licenses, dues and subscriptions expenses 6 7 2 3
Communications 1 4 1 5
Advertising and promotions 2 4 1 2
Stock record and other financial expenses 3 7 2 6
Depreciation 1 2 1 2
Equipment and auto rental 3 10 3 7
Postage, office and other expenses 9 18 7 24
---------- ---------- ---------- ----------
TOTAL OTHER OPERATING EXPENSES 184 335 115 265
---------- ---------- ---------- ----------
INCOME BEFORE INCOME TAXES 144 379 128 212
INCOME TAX PROVISION 57 158 5 10
---------- ---------- ---------- ----------
NET INCOME $ 87 $ 221 $ 123 $ 202
========== ========== ========== ==========
INCOME PER COMMON SHARE (BASIC AND DILUTED) $ 0.07 $ 0.19 $ 0.10 $ 0.17
========== ========== ========== ==========
Weighted average number of
Common shares outstanding: (basic) 1,173,382 1,173,382 1,173,382 1,173,382
========== ========== ========== ==========
Common shares outstanding: (diluted) 1,183,241 1,177,860 1,185,711 1,178,857
========== ========== ========== ==========
See notes to financial statements.
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THE FIRST CONNECTICUT CAPITAL CORPORATION
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2002
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
COMMON STOCK
ADDITIONAL
NUMBER OF PAID-IN ACCUMULATED STOCKHOLDERS'
SHARES AMOUNT CAPITAL DEFICIT EQUITY
BALANCE, April 1, 2002 1,173,382 $ 587 $ 9,253 ($ 7,837) $ 2,003
Net Income -- -- -- 221 221
--------- --------- --------- --------- ---------
BALANCE, September 30, 2002 1,173,382 $ 587 $ 9,253 ($ 7,616) $ 2,224
========= ========= ========= ========= =========
See notes to financial statements.
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THE FIRST CONNECTICUT CAPITAL CORPORATION
STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
(DOLLARS IN THOUSANDS)
SEPTEMBER SEPTEMBER
2002 2001
---------- ---------
UNAUDITED UNAUDITED
OPERATING ACTIVITIES
Net income $ 221 $ 202
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 2 2
Provision of allowance for loan losses 80 12
Amortization of servicing rights 34 36
Decrease in deferred tax asset 120 --
Origination of loans held for sale (8,414) (6,462)
Proceeds from sales of loans held for sale 8,584 6,447
Changes in asset and liabilities:
Increase in accrued interest receivable (13) (2)
Increase in servicing rights (46) (36)
Increase in other assets (32) (4)
Decrease in accounts payable to related parties (203) --
Decrease in accounts payable and other accrued expenses (11) (9)
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Net cash provided by operating activities 322 186
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INVESTING ACTIVITIES
Originations of loans (2,006) (1,658)
Principal collected on loans 1,651 1,734
Purchase of fixed assets (1) --
------- -------
Net cash (used in) provided by investing activities (356) 76
FINANCING ACTIVITIES
Increase (decrease) in line of credit borrowings 294 (74)
Amounts due from Partnership loans 5 --
------- -------
Net cash provided by (used in) financing activities 299 (74)
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INCREASE IN CASH AND CASH EQUIVALENTS 265 188
CASH AND CASH EQUIVALENTS, BEGINNING 437 232
------- -------
CASH AND CASH EQUIVALENTS, ENDING $ 702 $ 420
======= =======
Supplemental disclosure of cash flow information:
Cash paid for interest $ 80 $ 130
Cash paid for taxes $ 17 $ 3
See notes to financial statements
5
NOTES TO CONDENSED FINANCIAL STATEMENTS
NOTE A - BASIS OF PRESENTATION
The accompanying condensed financial statements of The First
Connecticut Capital Corporation (the "Corporation or Company"), 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, 2003. 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, 2002.
Forward-looking statements made in this document are made pursuant to
the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. Investors are cautioned that all forward-looking statements involve risks
and uncertainties including without limitation risks in technology developments,
risks in product development and market acceptance of and demand for the
Company's products, risks associated with foreign sales and other risks detailed
in the Company's filings with the Securities and Exchange Commission.
NOTE B - PROPOSED SALE OF CORPORATION'S BUSINESS AND ASSETS
The Corporation has entered into a definitive agreement with respect
to the sale by the Corporation of all or substantially all of its assets to, and
the assumption of all of the Corporation's liabilities by, members of management
and the board of directors. Management (which is included in the group that
comprises the prospective purchaser) will submit the proposed transaction to the
stockholders for their consideration and approval. This sale if approved by the
stockholders may impair the deferred income tax asset recorded on the
Corporation's balance sheet. For further details see "Subsequent Events; Recent
Developments" page nine.
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THE FIRST CONNECTICUT CAPITAL CORPORATION
NOTE C - RECLASSIFICATIONS
Certain reclassifications were made to the September 30, 2001
financial statements to conform to the September 30, 2002 presentation. The
September 30, 2001 financial statements reflect a $206,000 reclassification from
servicing fees to interest and fees on loans because the Company had previously
recorded interest earned from loans held for investment purposes and loans held
for sale as servicing fees. In addition, the September 30, 2001 financial
statements reflect a $134,000 reclassification from interest and fees on loans
to net gains on sales of loans held for sale because the Company had previously
recorded the origination fees on loans that were sold as interest and fees on
loans and not as a component of the actual gain on sale of loans held for sale.
In addition, the Corporation has presented the amortization of the servicing
right asset of $36,000 gross within the statement of operations for the quarter
ended September 30, 2001 to conform to the presentation for the quarter ended
September 30, 2002.
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 a First and Second Mortgage Lender/Broker.
The Corporation had net income of $221,000 for the six months ended
September 30, 2002 as compared to the net income of $202,000 for the six months
ended September 30, 2001. This increase of $19,000 is primarily due to the
increase of $104,000 in interest and fees on loans, and the increase of $135,000
in net gains on sales of loans. The increase of $239,000 listed above is offset
by an increase in the income tax provision of $148,000, the increase of $68,000
in the reserve for loan losses and the increase of $50,000 in professional fees.
INTEREST INCOME AND OTHER OPERATING INCOME
Total income, before other operating expenses increased by $237,000
for the six months ended September 30, 2002, as compared to the six months ended
September 30, 2001, this increase is due primarily to the increase of $104,000
in the net interest income, the increase of $135,000 in net gains on sales held
for loans, and the decrease of $45,000 in interest expenses paid on the
Corporation's line of credit, offset by an increase of $68,000 on the reserve
for loan losses. These increases were primarily due to an increase in the number
of mortgage loans originated and funded by the Corporation. Management
attributes the increase in its net interest income and other operating income to
its successful marketing of its knowledge of construction and real estate
lending, its ability to service loan demand from homebuilders, remodelers and
developers and the generally favorable climate for the construction industries.
The Corporation continued to provide construction financing to a segment of the
market whose price range is believed to be less affected by negative economic
conditions.
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THE FIRST CONNECTICUT CAPITAL CORPORATION
Servicing fees increased by $19,000 for the six months ended
September 30, 2002, 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 increase in the
Limited Partnership portfolios.
OTHER OPERATING EXPENSE
Total other operating expenses increased by $70,000 during the six
months ended September 30, 2002, as compared to the comparable period of the
prior year. The Corporation's professional services has increased by $50,000 as
a result of increased legal and accounting fees related to the proposed sale of
the Corporation's operating assets, liabilities and business (see note B) and
officer and other salaries have increased by $12,000.
INCOME TAX PROVISION
An income tax provision of $158,000 was recorded for the six months
ended September 30, 2002, as compared to a $10,000 tax provision for the six
months ended September 30, 2001. The increase of $148,000 is primarily due to a)
a reduction of the federal deferred tax asset of approximately $120,000 for the
six months ended September 30, 2002 and b) an increase in state income taxes of
approximately $28,000 for the quarter ended September 30, 2002. All state net
operating losses expired as of March 31, 2002.
If management had elected to make no change in its deferred tax asset
for the six months ended September 30, 2002, then the Corporation's stated
earnings would have been $120,000 greater than as reported herein, resulting in
net income of approximately $341,000. In light of the pending transaction
described in "Subsequent Events" below, the Corporation deemed it more
appropriate under GAAP to utilize $120,000 of previously recorded federal
deferred tax assets for the six months ended September 30, 2002.
PROVISION FOR LOAN LOSSES
The Corporation for the six months ended September 30, 2002 recorded
a provision of $80,000 for the allowance for potential loan losses and has
written off a $40,000 loan which was previously reserved at March 31, 2002. The
Corporation for the six months ended September 30, 2001 had recorded a provision
of $12,000 for the allowance for loan losses.
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THE FIRST CONNECTICUT CAPITAL CORPORATION
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 commercial 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, gains from
sales of loans and mortgage servicing rights. The Corporation continues to seek
ways to reduce expenses while at the same time increase market activity of its
products and services.
SUBSEQUENT EVENTS; RECENT DEVELOPMENTS
The Corporation announced the execution of definitive agreements
for the sale of its mortgage business (the "Asset Sale") to a company to be
organized by members of the Board of Directors, including Lawrence Yurdin (the
current President of the Corporation). The Asset Sale would include all of the
assets (excluding cash and deferred income taxes) of the Corporation's mortgage
business, subject to the assumption of all liabilities and other obligations,
including contingent liabilities.
The sale price, currently estimated to be the net book value of
the assets to be sold, will be an amount determined, in part, in accordance with
an independent appraisal of the assets by a nationally recognized portfolio
valuation company. The form of the Asset Sale will be reviewed and determined to
be fair pursuant to an opinion to be delivered by an NASD registered
broker-dealer. If the shareholders of the Corporation approve the Asset Sale,
then the purchaser will pay at least book value for the net assets which will be
valued at the time of closing.
Simultaneously with the proposed Asset Sale, the Company will
issue and sell to Bernard Zimmerman, of Weston, Connecticut, and Martin Cohen,
of New York City, New York or their affiliates, for a purchase price of $252,000
in cash, a total of 250,000 Common shares of the Company, together with Five
Year Warrants to purchase an additional 200,000 Common shares, exercisable at a
price of $1.00 per share (collectively, the "Securities Sale"). Messrs.
Zimmerman and Cohen also intend to purchase additional Common shares from other
sources at the same price. Upon completion of the Securities Sale, Messrs.
Zimmerman and Cohen will each own approximately 185,000 shares.
Assuming consummation of the Asset Sale and the Securities Sale
and after payment of expenses, the Company would have 1,423,382 shares
outstanding, excluding shares reserved for outstanding options and warrants and
total cash on hand of not less than $1,500,000. Pursuant to the terms of the
proposed transactions, the Company will declare a dividend to stockholders, pro
rata of all cash on hand after the closing of the Asset Sale and the Securities
Sale in excess of $1,500,000, after payment and accruals of all liabilities,
fees and expenses provided such dividend equals or exceeds $.15 per share.
9
THE FIRST CONNECTICUT CAPITAL CORPORATION
Pursuant to the terms of the Asset Sale and Security Sale
agreements, Messrs Zimmerman and Cohen will designate three of the five seats on
the Company's board of directors. Mr. Zimmerman and Mr. Cohen will supervise the
day-to-day operations of the Company subsequent to the closing. In the event
that the Company is unable to consummate a suitable merger or business
combination transaction or series of transactions (defined as having an
aggregate value in excess of $750,000) within thirty-six months of the closing
of the asset sale (subject to a three month extension under certain
circumstances), then, upon the request by the holders of 20% or more of the
issued and outstanding common stock of the Company held by non-affiliates of
management, the Company shall schedule a meeting of shareholders and will issue
a proxy solicitation pursuant to which the shareholders will vote on whether to
liquidate the Company. In such vote, all shares held by management and their
affiliates shall be voted in the same proportion as those shares voted by
non-affiliates of management.
The Company has filed a Preliminary Proxy Statement with the
Securities and Exchange Commission (the "SEC") for its review and approval.
Pending the resolution of any questions or comments from the SEC with respect
thereto, the Company will send final proxy materials to stockholders of record
and schedule a Stockholders Meeting during which they may vote on the approval
of these transactions.
LINE OF CREDIT
The Corporation has a Commercial Line of Credit with Hudson United
Bank. This $3,500,000 line of credit is for a term of one year at an interest
rate of 2.5% over the Wall Street Prime Rate and will expire on June 30, 2003.
This line is collateralized by an assignment of notes and mortgages equal to the
amount of the loan. At September 30, 2002, and September 30, 2001 $2,735,000 and
$2,441,000 respectively, was advanced on this line of credit.
FINANCIAL RESOURCES
As of September 30, 2002, the Corporation had $702,000 of
unrestricted cash and cash equivalents and approximately $2,274,000 of
Stockholders' Equity.
The Corporation currently anticipates that during the year ending
March 31, 2003, 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 should be sufficient to meet its
corporate, general and administrative working capital and other cash
requirements during the year ending March 31, 2003.
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. Due to the
aforementioned line of credit, the Corporation feels it should be able to meet
these cash requirements. The Corporation also continues to decrease its cash
flow requirements by monitoring all expenses.
10
THE FIRST CONNECTICUT CAPITAL CORPORATION
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
Form 8K filed July 17, 2002
Certification of Officers
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)
/S/ LAWRENCE R. YURDIN
Date: November 14, 2002 By: _________________________________
Lawrence R. Yurdin
President
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