SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM 10-QSB
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[X] QUARTERLY REPORT PURSANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 for the quarterly period ended September 30, 2002
[ ] TRANSITION REPORT PURSANT TO 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 for the transition period from ____________to ___________
Commission File Number: 0-20806
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FIRSTMARK CORP.
(Exact name of small business issuer as specified in its charter)
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Maine 01-0389195
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
1801 Libbie Avenue, Suite 201
Richmond, Virginia 23226
(804) 240-8297
(Address, including zip code and telephone number,
for registrant's principal executive offices)
2700 Via Fortuna, Suite 400
Austin, Texas 78746
(512) 306-5282
(Former address, including former zip code and former telephone number, for
registrant's former principal executive offices)
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 (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 No X
--- ---
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: 5,342,043 shares of common
stock, par value $0.20 per share, outstanding as of November 13, 2002.
FIRSTMARK CORP.
TABLE OF CONTENTS
Page No.
--------
PART I. Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets
September 30, 2002 (unaudited) and December 31, 2001.... 3
Consolidated Statements of Operations (unaudited)
Three and Nine months ended
September 30, 2002 and 2001.............................. 4
Consolidated Statements of Cash Flow (unaudited)
Nine months ended
September 30, 2002 and 2001.............................. 5
Notes to Consolidated Financial Statements (unaudited)... 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations...................... 9
Item 3. Controls and Procedures.................................. 11
PART II. OTHER INFORMATION
Item 1. Legal Proceedings....................................... 11
Item 2. Changes in Securities and Use of Proceeds............... 11
Item 3. Defaults Upon Senior Securities......................... 11
Item 4. Submission of Matters to a Vote of
Security Holders........................................ 11
Item 5. Other Information....................................... 11
Item 6. Exhibits and Reports on Form 8-K........................ 12
2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
FIRSTMARK CORP. AND SUBSIDIARIES
Consolidated Balance Sheets
ASSETS
September 30, 2002 December 31, 2001
(unaudited)
Current Assets
Cash and cash equivalents $ 1,365,840 $ 4,197,227
Accounts receivable, net 3,034,079 -
Prepaid expenses 137,069 -
Marketable securities 17,132 24,416
Inventories and contracts in progress, net 5,571,025 -
--------------------------------------------
Total Current Assets 10,125,145 4,221,643
Other Assets
Real estate and other investments 105,061 114,270
Property, plant & equipment, net 45,204 -
Other assets - 34,880
--------------------------------------------
Total Other Assets 150,265 149,150
Total Assets $ 10,275,410 $ 4,370,793
============================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable, accrued expenses, and other liabilities $ 1,889,789 $ 84,355
--------------------------------------------
Total Current Liabilities 1,889,789 84,355
Accrued pension liability 1,607,694 -
Stockholders' Equity
Preferred stock, Series A, $0.20 par value, 250,000 shares authorized;
35,500 shares issued and outstanding 7,100 7,100
Common Stock, $0.20 par value,
30,000,000 shares authorized; 5,501,430 issued and
outstanding at September 30, 2002 and December 31, 2001 1,100,286 1,100,286
Additional paid in capital - preferred 1,524,689 1,524,689
Additional paid in capital - common 11,298,177 11,298,177
Accumulated deficit (6,544,895) (9,032,350)
Treasury stock, at cost, 159,387 shares outstanding at
September 30, 2002 and December 31, 2001 (589,513) (589,513)
Net accumulated comprehensive loss - net of taxes (17,917) (21,951)
--------------------------------------------
Total Stockholders' Equity 6,777,927 4,286,438
Total Liabilities and Stockholders' Equity $ 10,275,410 $ 4,370,793
============================================
See accompanying notes to consolidated financial statements
3
FIRSTMARK CORP. AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited)
For Three Months Ended For Nine Months Ended
September 30, September 30,
-------------- -------------
2002 2001 2002 2001
---- ---- ---- ----
REVENUES
Product sales $3,860,342 $ - $3,860,342 $ -
Financing revenue and other income, net 7,232 35,680 393,526 144,204
Investment gains, net 1,488 - (6,383) 30,617
---------- ---------- ---------- ----------
Total revenues 3,869,062 35,680 4,247,485 174,821
---------- ---------- ---------- ----------
EXPENSES
Costs of products sold 2,981,496 - 2,981,496 -
Research and development 47,789 - 47,789 -
Write-offs of loans and investments - 5,997 - 75,515
Selling, general, and administrative expenses 1,400,300 51,078 1,767,546 170,789
---------- ---------- ---------- ----------
Total expenses 4,429,585 57,075 4,796,831 246,304
---------- ---------- ---------- ----------
Income (loss) before income taxes (560,523) (21,395) (549,348) (71,483)
INCOME TAX (BENEFIT) (9,000) - (9,000) -
---------- ---------- ---------- ----------
NET (LOSS) FROM CONTINUING OPERATIONS $ (551,523) $ (21,395) $ (540,348) $ (71,483)
EXTRAORDINARY ITEM
Extraordinary gain from asset acquisition 3,091,702 - 3,091,702 -
---------- ---------- ----------- ----------
NET INCOME (LOSS) $2,540,179 $ (21,395) $2,551,355 $ (71,483)
PREFERRED STOCK DIVIDEND 21,300 21,300 63,900 73,800
---------- ---------- ----------- ----------
NET LOSS APPLICABLE TO COMMON SHARES 2,518,879 (42,695) 2,487,455 (145,283)
---------- ---------- ----------- ----------
Other comprehensive income (loss) - net of tax
Unrealized holding gains (losses) arising during period - (3,904) - 193
Less: Reclassification adjustment for gains included
in net loss - - - (7,461)
---------- ---------- ---------- ----------
Other comprehensive income (loss) - (3,904) - (7,268)
==========================================================
COMPREHENSIVE INCOME (LOSS) APPLICABLE TO
COMMON SHARES $2,518,879 $ (46,599) $2,487,455 $ (152,551)
==========================================================
Basic Earnings per common share $ 0.47 $ (0.01) $ 0.47 $ (0.03)
Diluted Earnings per common share $ 0.45 $ (0.01) $ 0.45 $ (0.03)
==========================================================
Weighted - average number of shares outstanding 5,342,043 5,342,043 5,342,043 5,342,043
Weighted - average number of shares outstanding 5,697,043 N/A 5,697,043 N/A
==========================================================
See accompanying notes to consolidated financial statements
4
FIRSTMARK CORP. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)
Nine Months Ended
September 30,
2002 2001
---- ----
OPERATING ACTIVITIES
Net income (loss) $ 2,551,355 $ (71,483)
Adjustments to reconcile net income (loss) to net cash
provided (used) by operating activities
Depreciation and amortization 1,558
Write-offs of loans and investments 16,257 75,515
Gain on sale of marketable securities (3,999) (24,520)
(Gain) loss on acquisition (3,091,702) -
Other non-cash changes (6,097)
Changes in assets and liabilities: 3,743
Accounts receivable (905,932) 7,173
Inventories 603,521
Prepaid expenses 23,072
Other assets 34,880 18,142
Accounts payable and other liabilities (294,251) (11,201)
------------- -----------
Net cash provided (used) by operating activities (1,066,799) (7,170)
------------- -----------
Cash flows from Investing Activities
Purchases of property and equipment (45,204)
Purchase of TES (Total acquisition costs paid $4,027,422- (1,655,484)
cash asset received from TES during acquisition $2,369,510)
Increase in real estate investments (9,866)
Proceeds from sale of marketable securities 26,515
Proceeds from the sale of venture capital investments
Proceeds from the sale of real estate investments - 54,874
------------- -----------
Net cash provided (used) by investing activities (1,700,688) 71,523
------------- -----------
Cash flows from Financing Activities
Preferred stock dividends (63,900) (73,800)
Purchase of perferred stock - (477,000)
------------- -----------
Net Cash used by financing activities (63,900) (550,800)
------------- -----------
Net change in cash and cash equivalents $ (2,831,387) $ (486,447)
Cash and cash equivalents, beginning of period 4,197,227 4,680,993
------------- -----------
Cash and cash equivalents, end of period $ 1,365,840 $ 4,194,546
============= ===========
See accompanying notes to consolidated financial statements
5
Notes to Consolidated Financial Statements (Unaudited)
================================================================================
1. Basis of Presentation
On July 8, 2002, Firstmark Corp. ("Firstmark" or the "Company"), through
its newly-formed and wholly-owned subsidiary, Firstmark Aerospace Corp.
("Firstmark Aerospace"), completed the acquisition of substantially all
the operating assets of Tesctar Electro Systems, Inc. ("TES"). TES was a
subsidiary of 15251 Don Julian Road Inc. (f/k/a Tecstar Power Systems,
Inc.) and Don Julian, Inc. (f/k/a Tecstar, Inc.). The parent corporations
of TES had previously filed for bankruptcy protection and on May 24, 2002
filed a motion in the U.S. Bankruptcy Court, Delaware District (the
"Court"), seeking the approval of the Court to enter into an asset
purchase agreement with the Company. Pursuant to the asset purchase
agreement, the parent corporations' bankruptcy estates agreed to release
TES and the Company from any and all claims arising in connection with the
bankruptcy. On June 18, 2002, the Court entered a final order approving
the sale of the TES operating assets to the Company. Firstmark, through
Firstmark Aerospace, purchased substantially all the assets used by TES in
its business of manufacturing, assembling, maintaining and repairing
electro-mechanical components and subsystems for aircraft and missiles.
Historical references to the business as conducted prior to July 9, 2002,
refer to the aerospace business operated by TES.
In the opinion of mangement, the accompanying balance sheets and related
interim statements of income, cash flows and stockholders' equity include
all adjustments, consisting only of normal items necessary for their fair
presentation in conformity with U. S. generally accepted accounting
principals. Preparing financial statements requires management to make
estimates and assumptions that affect the reported amounts of assets,
liabilities, revenues and expenses. Examples include provisions for
warranty and bad debt. Actual results may differ from these estimates.
Interim results are not necessarily indicative of results for a full year.
The information included in this Form 10-QSB should be read in conjunction
with Management's Discussion and Analysis and Results of Operation and the
financial statements and notes related thereto included in Firstmark's
Annual Report on Form 10-KSB for the year ended December 31, 2001.
2. Acquisition of TES
The Company acquired substantial all the asset of TES on July 8, 2002. As
a result of the transaction the Company recorded a gain of $3,091,702. The
gain is attributed to the assets acquired being greater than the purchase
price which is known as negative goodwill. The Company adopted the
Financial Accounting Standards Board statement 141, BUSINESS COMBINATIONS
("FAS 141") as of January 1, 2002. FAS 141 requires negative goodwill
arising from a business combination to be recorded as an extraordinary
gain. The Company recorded the amount gross of income tax due to current
operating losses and net operating loss carry-forwards in the amount of
$3,069,000 at December 31, 2001, which have had a full valuation
allowance.
6
3. Revenue Recognition
In accordance with Staff Accounting Bulletin ("SAB") No. 101, revenues
from the sales of the electro-mechanical components and subsystems for
aircraft and missiles are recognized upon delivery which is considered to
have occurred when the customer has taken title to the product and the
risk and rewards of ownership have been substantively transferred. If the
transaction contains a customer acceptance provision, then sales are
recognized after customer acceptance occurs or the acceptance provision
lapses.
4. Inventories
The components of inventory consist of the following:
September 30,
2002
--------------
Raw Materials $ 5,959,379
Work in process 1,069,876
Reserves for Old and Obsolete -1,458,230
--------------
$ 5,571,025
==============
Inventories are stated at the lower of cost (determined by the first-in,
first-out method) or market. Provisions are made when required to reduce
excess inventories to their estimated net realizable values. The Company
carries no "finished goods inventory" as it ships all products
manufactured the same day the products are released from "work in
process".
5. Concentration of Credit Risks and Significant Customer
Financial instruments, which subject the Company to concentrations of
credit risk, consist of cash and cash equivalents, and trade receivables.
The Company's cash and cash equivalents are placed with high credit
quality financial institutions and issuers. The Company performs periodic
credit evaluations of its customers' financial condition and generally
does not require collateral. Estimated credit losses are provided for in
the financial statements and historically have been within management's
expectations.
One customer represented 55% of net sales for the period ending September
30, 2002 and 62% of total accounts receivable at September 30, 2002.
6. Earnings (Loss) Per Common Share
In accordance with Statement of Financial Accounting Standards ("SFAS")
No. 128, Earning Per Share, basic net income per share is computed by
dividing the net income for the period by the weighted average number of
common shares outstanding during the period. Diluted net income per share
is computed by dividing the net income for the period by the weighted
average number of common share and common equivalents shares outstanding
during the period.
7
7. Pension and Other Employee Benefit Plans
The Company maintains a defined contribution plan (401(k) plan) covering
all employees who meet certain eligibility requirements. Participants may
make contributions to the plan up to 15.00% of their compensation (as
defined) up to the maximum established by law. The Company will match $.50
per each $1.00 contributed to the 401(k) plan by the employee, up to 6.00%
(maximum Company contribution of 3.00%). Company contributions vest ratably
over five years. Company contribution to the plan for the period January 1,
2002 to September 30, 2002 was $27,030.
Until July 23, 2002, the Company sponsored a defined benefit plan (Durham
Pension Plan) covering all union employees who attained the age of 21 and
completed one year of service with the Company. On July 23, 2002, the plan
and all benefits accrued thereunder were frozen, and the Company no longer
accrues any benefits under such plan for participants in the plan.
8. Reclassifications
Certain reclassifications have been made in the accompanying statements to
permit comparison.
9. Segment Information
The Company is operating the business as a single segment.
10. Commitments and Contingencies
On July 8, 2002, 58 of the 182 Company employees, or 31.9%, were
represented by two different labor unions and covered by a collective
bargaining agreement expiring February 25, 2004. As of October 21, 2002 the
larger of the two unions was decertified by a vote of their membership. As
of November 14, 2002, there are less than 5 employees, or less than 3% of
the total, belonging to the Office and Professional Employees International
Union ("OPEIU"). Firstmark, within the past 30 days, received a letter from
OPEIU informing the Company that OPEIU would no longer represent these
employees.
The Company is subject to litigation claims and assessments arising in the
ordinary course of business. As of September 30, 2002, the Company was not
subject to any litigation claims or assessments.
8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Nine Months Ended September 30, 2002
Compared to the Nine Months Ended September 30, 2001
Firstmark Aerospace, the Company's wholly-owned subsidiary, is a leading
manufacturer of electro-mechanical components and subsystems for aircraft and
missiles. Firstmark Aerospace's long history in the aerospace business can be
traced back to 1941 when the company operated as a division of Sperry
Corporation, later as a part of Honeywell, Inc., and finally as a wholly-owned
subsidiary of Tecstar Power Systems, Inc. In the last 60 years, the business of
Firstmark Aerospace has produced over 1,200 customer-unique designs for some of
the foremost aerospace organizations in the world including, but not limited to,
Honeywell, The Boeing Company, Hughes Space and Communications, Lockheed Martin
Corporation and United Technologies Corporation.
Product sales for the quarter ended September 30, 2002 were $3,860,342 as
compared to $0 for the comparable period of the prior year. Financing revenues
and other income, was $393,526 in the nine months ended September 30, 2002, as
compared to $144,204 in the comparable period of the prior year. This increase
was primarily the result of receiving the final earn-out payment, pursuant to
the 1998 sales agreement between Firstmark and Investor Southern Corporation
("ISC"), which was based on pre-tax profit of ISC and its subsidiaries,
including Southern Title Insurance Corporation ("STIC"), for the year ending
December 31, 2001. Net investment gains (losses) relating to sales of marketable
securities, venture capital and real estate investments amounted to $(6,383) and
$30,617 for the nine months ended September 30, 2002 and 2001, respectively. The
Company's net income for the nine months ending September 30, 2002 was
$2,551,356 which included an extraordinary gain from the TES asset acquisition
of $3,091,702 versus a loss of $71,483 for the same period ending September 30,
2001.
Expenses totaled $4,796,831 during the nine months ended September 30, 2002
compared to $246,304 for the comparable prior year period. Included in the total
expenses for the quarter ending September 30, 2002 was $512,784 of
non-reoccurring legal defense costs related to the proxy litigation.
LIQUIDITY AND CAPITAL RESOURCES
On July 8, 2002, the Company completed its acquisition of substantially all of
the assets of TES. Under the terms of an asset purchase agreement, the Company
agreed to a purchase price of $3,600,000 for substantially all the assets of TES
which include approximately $2,369,511 in cash and cash equivalents. As of
September 30, 2002, the consolidated cash position of the Company was
$1,365,840. Cash disbursements during this period were unusually high due to
payments made to outside law firms and others in connection with the proxy
litigation and the TES acquisition. The total proxy and legal expenses expensed
during the third quarter amounted to approximately $512,784. For the quarter
ending September 30, 2002 the combined cash payments related to the TES
acquisition and proxy litigation amounted to $637,039.
9
CRITICAL ACCOUNTING POLICIES
In July 2001, the Financial Accounting Standards Board ("FASB") issued Statement
No. 141, "Business Combinations ("SFAS No. 141"). SFAS No.141 requires that the
purchase method of accounting be used for all business combinations initiated
after June 30, 2001 as well as all purchase method business combinations
completed after June 30, 2001.
In July 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible
Assets"("SFAS No. 142"), which is effective January 1, 2002. SFAS 142 requires,
among other things, the discontinuance of goodwill amortization. In addition,
the standard includes provisions for the reclassification of certain existing
recognized intangible as goodwill, reassessment of useful lives for existing
recognized intangibles, reclassification of certain intangibles out of
previously reported goodwill and the identification of reporting units for
purposes of assessing potential future impairments of goodwill. SFAS 142 also
requires the Company to complete a transitional goodwill impairment test six
months from the date of adoption. Management's assessment is that the
application of SFAS No. 142 has resulted in an extraordinary gain of
approximately $3,091,702.
In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment of
Long-Lived Assets" ("SFAS No. 144") which supercedes SFAS No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
of" ("SFAS No. 121") and the accounting and reporting provisions of APB No. 30,
"Reporting the Results of Operations-Reporting and Effects of Disposal of a
Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring
Events and Transactions" for the disposal of a segment of business. This
statement is effective for the fiscal years beginning after December 15, 2001.
SFAS No. 144 retains many of the provisions of SFAS No. 121, but addresses
certain implementation issues associated with that statement. The Company has
determined that there in no impact of implementing SFAS No. 144.
Reference is made to the disclosures included under the heading "Critical
Accounting Policies" in Item 6, Managements Discussion and Analysis of Financial
Condition and Results of Operations, of the Company's Annual Report Form 10-KSB
for the year ended December 31, 2001.
FORWARD-LOOKING STATEMENTS
Certain statements in this report may constitute "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995.
Although the Company believes that its expectations with respect to certain
forward-looking statements are based upon reasonable assumptions within the
bounds of its business and operations, there can be no assurance that the actual
results, performance or achievements of the Company will not differ materially
from any future results, performance or achievements expressed or implied by
such forward-looking statements. Except as required by law, the Company
undertakes no obligation to update any forward-looking statements, whether as a
result of new information, future events or otherwise. Readers, however, should
carefully review the information set forth in other reports or documents that
the Company files from time to time with the Securities and Exchange Commission.
10
ITEM 3. CONTROLS AND PROCEDURES
Under the supervision and with the participation of our management, including
our principal executive officer and principal financial officer, we have
evaluated the effectiveness of the design and operation of our disclosure
controls and procedures within 90 days of the filing date of this quarterly
report. Based on that evaluation, our principal executive officer and principal
financial officer have concluded that these controls and procedures are
effective. There were no significant changes in our internal controls or in
other factors that could significantly affect these controls subsequent to the
date of their evaluation.
Disclosure controls and procedures are our controls and other procedures that
are designed to ensure that information required to be disclosed by us in the
reports that we file or submit under the Securities Exchange Act of 1934, as
amended, is accumulated and communicated to our management, including our
principal executive officer and principal financial officer, as appropriate, to
allow timely decisions regarding required disclosure.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is subject to litigation claims and assessments arising in the
ordinary course of business. As of September 30, 2002, the Company was not
subject to any litigation claims or assessments.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
The Company's Substitute Annual Meeting of Shareholders was held on October 4,
2002 (the "Annual Meeting"). At the Annual Meeting, the shareholders fixed the
number of directors to serve until the next annual meeting of shareholders at
seven, elected directors to serve until the next annual meeting of shareholders,
and ratified the appointment of Ernst & Young, LLP to audit Firstmark's
financial statements for 2002.
11
The following were elected by the Company's shareholders to serve as directors
of Firstmark: Timothy W. Byrne, H. William Coogan, Jr., Alireza Exami, John D.
McCown, Jeffrey J. Roncka, Steven B. Sebastian and John T. Wyand.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
The following exhibits are filed as part of this Form 10-QSB and this list
includes the Exhibit Index:
Exhibit
Number Description
------ -----------
3a Articles of Incorporation, as amended, incorporated by
reference to Exhibit 3.A to the Company's Annual Report on Form
10-KSB for the fiscal year ended June 30, 1994
3a.2 Articles of Amendment to the Articles of Incorporation, as
amended, incorporated by reference to Exhibit 3a.2 to the
Company's Quarterly Report on Form 10-QSB for the quarter ended
June 30, 2002
3b Amended and Restated Bylaws, incorporated by reference to
Exhibit 3b to the Company's Quarterly Report on Form 10-QSB for
the quarter ended June 30, 2002
4a Stock Certificate, incorporated by reference to Exhibit 3.C.a
to the Company's Annual Report on Form 10-KSB for the fiscal
year ended June 30, 1994
4b Convertible notes, incorporated by reference to Exhibit 3.C.b
to the Company's Annual Report on Form 10-KSB for the fiscal
year ended June 30, 1994
4c Preferred "A" stock certificate, incorporated by reference to
Exhibit 3.C.c to the Company's Annual Report on Form 10-KSB for
the fiscal year ended June 30, 1994
4d Preferred "A" stock warrant, incorporated by reference to
Exhibit 3.C.d to the Company's Annual Report on Form 10-KSB for
the fiscal year ended June 30, 1994
4e Preferred "B" stock certificate, incorporated by reference to
Exhibit 4e to the Company's Annual Report on Form 10-KSB for
the fiscal year ended June 30, 1996
10a H. William Coogan, Jr. Employment Agreement, dated November
14, 2001, incorporated by reference to Exhibit 10a to the
Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2001
99.1 Certification Pursuant to 18 USC 1350, as adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
12
(b) Reports on Form 8-K
On July 11, 2002, the Company filed a Current Report on Form 8-K to report the
completion of the acquisition of Tecstar Electro Systems, Inc., through the
Company's newly formed subsidiary, Firstmark Aerospace Corp.
On August 30, 2002, the Company filed a Current Report on Form 8-K to report a
change in control of the Company and certain other matters. On September 13,
2002, the Company filed an amendment to such Form 8-K to report a settlement to
a legal challenge with respect to the record date for the substitute annual
meeting of shareholders September 6, 2002, as adjourned to October 4, 2002.
13
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized
FIRSTMARK CORP.
(Registrant)
Date: November 19, 2002 /s/ H. William Coogan, Jr.
--------------------------
H. William Coogan, Jr.
President, Chief Executive Officer and
Acting Chief Financial Officer
14
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
Section 302 Certification
I, H. William Coogan, Jr., certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Firstmark
Corp.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this quarterly
report;
4. The registrant's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
(a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;
(b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
(c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
(a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
(b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
/s/ H. William Coogan, Jr. Dated: November 19, 2002
- ------------------------------------
H. William Coogan, Jr.
President and Chief Executive Officer
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
Section 302 Certification
I, H. William Coogan, Jr., certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Firstmark
Corp.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this quarterly
report;
4. The registrant's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
(a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;
(b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
(c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
(a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
(b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
/s/ H. William Coogan, Jr. Dated: November 19, 2002
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H. William Coogan, Jr.
Acting Chief Financial Officer