SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED: JUNE 30, 2002
Commission File Number: 0-20806
FIRSTMARK CORP.
(Exact Name of Small Business Issuer as Specified in its Charter)
MAINE 01-0389195
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
2700 VIA FORTUNA, SUITE 400
AUSTIN, TEXAS 78746
(Address of Principal Executive Offices)
(512) 306-5282
(Issuer's Telephone Number, Including Area Code)
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
----- -----
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 June 30, 2002
FIRSTMARK CORP.
TABLE OF CONTENTS
<Table>
<Caption>
Page No.
Part I. Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets
June 30, 2002 (unaudited) and December 31, 2001...................................3
Consolidated Statements of Operations (unaudited)
Three and Six Months Ended
June 30, 2002 and 2002............................................................4
Consolidated Statements of Cash Flows (unaudited)
Three and Six Months Ended June 30, 2002 and 2001.................................5
Notes to Consolidated Financial Statements.................................................6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.........................................................8
Part II. Other Information
Item 1. Legal Proceedings.........................................................................10
Item 2. Changes in Securities and Use of Proceeds.................................................10
Item 3. Defaults Upon Senior Securities...........................................................10
Item 4. Submission of Matters to a Vote of Security Holders.......................................10
Item 5. Other Information.........................................................................10
Item 6. Exhibits and Reports on Form 8-K..........................................................10
</Table>
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PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
FIRSTMARK CORP. AND SUBSIDIARIES
Consolidated Balance Sheets
<Table>
<Caption>
JUNE 30,
2002 DECEMBER 31,
ASSETS (UNAUDITED) 2001
--------------- ---------------
Current assets:
Cash and cash equivalents $ 4,085,172 4,197,227
Receivables - other, net 618 --
Marketable securities 29,963 24,416
--------------- ---------------
Total current assets 4,115,753 4,221,643
Other assets:
Real estate and other investments 107,270 114,270
Other assets 168,117 34,880
--------------- ---------------
Total other assets 275,387 149,150
--------------- ---------------
Total assets $ 4,391,140 4,370,793
=============== ===============
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable, accrued expenses and other liabilities $ 131,384 84,355
--------------- ---------------
Total current liabilities 131,384 84,355
--------------- ---------------
Commitments and contingencies
Stockholders' equity:
Preferred stock, Series A, $0.20 par value, 250,000 shares authorized;
35,500 shares issued and outstanding at
June 30, 2002 and December 31, 2001, respectively 7,100 7,100
Common stock, $0.20 par value
30,000,000 shares authorized; 5,501,430 issued and
outstanding at June 30, 2002 and December 31, 2001,
respectively 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 (9,064,008) (9,032,350)
Treasury stock, at cost, 159,387 shares (589,513) (589,513)
Net accumulated comprehensive loss - net of taxes (16,975) (21,951)
--------------- ---------------
Total stockholders' equity 4,259,756 4,286,438
--------------- ---------------
Total liabilities and stockholders' equity $ 4,391,140 4,370,793
=============== ===============
</Table>
See accompanying notes to consolidated financial statements.
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FIRSTMARK CORP. AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited)
<Table>
<Caption>
FOR THE THREE MONTHS ENDED FOR THE SIX MONTHS ENDED
JUNE 30, JUNE 30,
2002 2001 2002 2001
----------- ----------- ----------- -----------
Revenue:
Investment income (loss) $ (7,872) 6,097 (7,872) 30,617
Interest and dividends 16,429 45,492 32,286 108,523
Other income -- -- 353,974 --
----------- ----------- ----------- -----------
Total revenue 8,557 51,589 378,388 139,140
----------- ----------- ----------- -----------
Expenses:
Employee compensation and benefits 76,288 -- 155,314 --
General and administrative 135,026 134,663 212,132 189,228
----------- ----------- ----------- -----------
Total expenses 211,314 134,663 367,446 189,228
----------- ----------- ----------- -----------
Net income (loss) (202,757) (83,074) 10,942 (50,088)
Preferred stock dividend (21,300) (21,300) (42,600) (52,500)
----------- ----------- ----------- -----------
Net income (loss) applicable to common shares (224,057) (104,374) (31,658) (102,588)
----------- ----------- ----------- -----------
Other comprehensive income (loss), net of tax:
Unrealized holding gains (losses) 1,466 1,534 4,976 (3,364)
----------- ----------- ----------- -----------
Other comprehensive income (loss) 1,466 1,534 4,976 (3,364)
----------- ----------- ----------- -----------
Comprehensive income (loss) $ (222,591) (102,840) (26,682) (105,952)
=========== =========== =========== ===========
Basic and diluted earnings (loss) per common share: $ (0.04) (0.02) (0.01) (0.02)
=========== =========== =========== ===========
Weighted average shares outstanding: 5,342,043 5,342,043 5,342,043 5,342,043
=========== =========== =========== ===========
</Table>
See accompanying notes to consolidated financial statements.
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FIRSTMARK CORP. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)
<Table>
<Caption>
FOR THE SIX MONTHS ENDED
JUNE 30,
2002 2001
-------------- --------------
Cash flows from operating activities:
Net income (loss) $ 10,942 (50,088)
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Depreciation and amortization expense -- 1,038
Write-offs of loans and investments 7,000 69,518
Gain on sale of available for sale securities -- (24,520)
Gain on sale of real estate investments -- (6,097)
Other (571) 1,732
Changes in assets and liabilities:
(Increase) decrease in receivables - other (618) 7,173
(Increase) decrease in other assets (133,237) 17,360
Increase (decrease) in accounts payable, accrued
expenses and other liabilities 47,029 (7,702)
-------------- --------------
Net cash provided by (used in) operating activities (69,455) 8,414
-------------- --------------
Cash flows from investing activities:
Proceeds from sale of real estate -- 54,874
Proceeds from sale of marketable securities -- 26,515
Purchase of real estate and other investments -- (7,116)
-------------- --------------
Net cash provided by investing activities -- 74,273
-------------- --------------
Cash flows from financing activities:
Purchase of preferred stock -- (477,000)
Preferred stock dividends (42,600) (52,500)
-------------- --------------
Net cash used in financing activities (42,600) (529,500)
-------------- --------------
Net decrease in cash and cash equivalents (112,055) (446,813)
Cash and cash equivalents at beginning of period 4,197,227 4,680,993
-------------- --------------
Cash and cash equivalents at end of period $ 4,085,172 4,234,180
============== ==============
</Table>
See accompanying notes to consolidated financial statements.
-5-
FIRSTMARK CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
================================================================================
1. General
Firstmark Corp. ("Firstmark" or the "Company") was incorporated in Maine on
October 28, 1982. From June 1996 until March 5, 1999, Firstmark was principally
engaged in the business of issuing title insurance through a subsidiary,
Southern Title Insurance Corporation ("STIC"). On March 5, 1999, Firstmark sold
Investors Southern Corporation ("ISC") and its subsidiaries, including STIC, to
Old Guard Group, Inc. for $6.75 million in cash and a three year earn-out in
cash based on the pre-tax net income of ISC and its subsidiaries, including
STIC, for each of the fiscal years ending December 31, 1999, 2000 and 2001. A
complete discussion of Firstmark's business is contained in Item 1, Description
of Business, in the Annual Report on Form 10-KSB (the "Form 10-KSB"), filed with
the Securities and Exchange Commission on March 29, 2002. References to the
Company within the Form 10-Q are to Firstmark and its subsidiaries.
On July 8, 2002, the Company, through its newly formed subsidiary, Firstmark
Aerospace Corp. ("Firstmark Aerospace"), completed the acquisition of
substantially all of the operating assets of Tecstar Electro Systems, Inc.
("TES"). TES is a subsidiary of 15251 Don Julian Road, Inc. and Don Julian, Inc.
The parent corporations of TES previously filed for bankruptcy protection and on
May 24, 2002 filed a motion in the U.S. Bankruptcy Court seeking the approval of
the Court to enter into an asset purchase agreement with the Company - See Form
8-K filed May 24, 2002. The parent corporations' bankruptcy estates agreed to
release TES and the Company from any and all claims arising in connection with
the bankruptcy. The Company purchased substantially all of the assets used by
TES in its business of manufacturing, assembling, maintaining and repairing
electromechanical components and equipment used in aviation and other
industries. Firstmark intends to operate the business as its primary operating
subsidiary going forward under the name Firstmark Aerospace Corp. Historical
references to the business as conducted prior to July 8, 2002, refer to the
aerospace business operated by TES.
Firstmark Aerospace is a supplier of products designed and built using ISO 9001
certified processes. The business acquired by Firstmark Aerospace has over sixty
years of experience in the design and development of aerospace products, and
manufactures over 10,000 unique devices representing 700 custom designs. The
company is a custom, specialty motor house oriented toward high-end, design
driven applications and has the ability to cost-effectively handle short
production runs of large numbers of aircraft and missile parts. The company's
products fall into five categories:
o aircraft flight control systems (flux valves, gyro spin motors,
compass controllers and magnetic compensators)
o navigation equipment (motors, tachometers, resolvers)
o electronics/ground support equipment (magnetic compass calibration
systems, standby compass calibrators)
o repairs (flux valves, accelerometers, motors, fuel probes)
o fuel system equipment (capacity fuel probes)
Historically sales have consisted of approximately 40% to 45% of proprietary
products while the remaining sales consisted of build-to-print products for
Honeywell International Inc. The company is actively seeking to diversify its
client base to become less dependent upon revenues from Honeywell.
Firstmark's headquarters are located at 2700 Via Fortuna, Suite 400, Austin,
Texas. Firstmark Aerospace operations are located at 921 Holloway Street,
Durham, North Carolina. Firstmark Aerospace's operations are conducted in three
buildings leased by the Company from TES, which total approximately 109,000
square feet.
The accompanying unaudited consolidated financial statements, which are for
interim periods, do not include all disclosures provided in the annual
consolidated financial statements. These unaudited consolidated financial
statements should be read in conjunction with the consolidated financial
statements and the footnotes thereto contained in the Annual Report on Form
10-KSB
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for the year ended December 31, 2001 of Firstmark, as filed with the
Securities and Exchange Commission. The December 31, 2001 balance sheet was
derived from the audited consolidated financial statements.
In the opinion of the Company, the accompanying unaudited consolidated financial
statements contain all adjustments (which are of a normal recurring nature)
necessary for a fair presentation of the financial statements. The results of
operations for the three and six months ended June 30, 2002 are not necessarily
indicative of the results to be expected for the full year.
2. Earnings (Loss) Per Common Share
Basic EPS is computed by dividing net income, less required dividends on
redeemable preferred stock, by the weighted average number of common shares
outstanding during the year. Diluted EPS is computed using the weighted average
number of common shares outstanding during the year, including the dilutive
effect of all potential common shares.
3. Reclassifications
Certain reclassifications have been made in the accompanying statements to
permit comparison.
4. Subsequent Event
On July 8, 2002, the Company, through its newly formed subsidiary, Firstmark
Aerospace Corp., completed the acquisition of substantially all of the operating
assets of Tecstar Electro Systems, Inc. for approximately $3.6 million.
-7-
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Six Months Ended June 30, 2002
Compared to the Six Months Ended June 30, 2001
Other income was $353,974 in the six months ended June 30, 2002 as
compared to $0 in the comparable period of the prior year. This increase was a
result of receiving the final earn-out based on the pre-tax net income of ISC
and its subsidiaries, including STIC. There was no such earn-out received or
earned in the comparable period of the prior year. Interest and dividends
revenue amounted to $32,286 in the six months ended June 30, 2002 as compared to
$108,523 in the comparable period of the prior year. This decrease results from
investment of lesser amounts at lower rates during the current year period as
compared to the prior year period. Net investment gains (losses) relating to
sales of marketable securities, venture capital and real estate investments
amounted to $(7,872) and $30,617 for the six months ended June 30, 2002 and
2001, respectively.
Total expenses increased by $178,218 during the six months ended June
30, 2002 compared to the comparable prior year period. This increase is
primarily the result of higher salary, travel and legal fees in the current year
period, which were offset somewhat by lower accounting and consulting fees in
the current year period.
Three Months Ended June 30, 2002
Compared to the Three Months Ended June 30, 2001
Interest and dividends revenue amounted to $16,429 and $45,492 for the
three months ended June 30, 2002 and 2001, respectively. This decrease results
from investments of lesser amounts at lower rates during the current year period
as compared to the prior year period. Net investment gains (losses) relating to
sales of marketable securities, venture capital and real estate investments
amounted to $(7,872) and $6,097 for the three months ended June 30, 2002 and
2001, respectively.
Total expenses increased by $76,651 during the three months ended June 30, 2002
compared to the prior year period. This increase is primarily the result of
higher salary, travel and legal fees in the current year period.
LIQUIDITY AND CAPITAL RESOURCES
On July 8, 2002, the Company completed its acquisition of TES. Under
the terms of the agreement, the Company agreed to a purchase price of $3,600,000
for substantially all of the assets of TES, which included approximately
$2,000,000 in cash and cash equivalents. TES has historically generated positive
cash flows, and as such, the Company does not anticipate procuring additional
financing within the next twelve months to fund operations.
-8-
CRITICAL ACCOUNTING POLICIES
In July 2001, the Financial Accounting Standards Board issued Statement
No. 141 ("Statement 141"), "Business Combinations". Statement 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. Since the Company has consummated a
business combination on July 8, 2002, Statement 141 will be a critical
accounting policy to record the business combination.
In July 2001, the FASB issued FAS No. 142, "Goodwill and Other
Intangible Assets", which is effective January 1, 2002. FAS 142 requires, among
other things, the discontinuance of goodwill amortization. In addition, the
standard includes provisions for the reclassification of certain existing
recognized intangibles as goodwill, reassessment of the useful lives of 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. FAS 142 also
requires the Company to complete a transitional goodwill impairment test six
months from the date of adoption. Management's assessment is that these
Statements will not have a material effect on the Company's financial position
or results of operations.
In August 2001, the FASB issued FAS No. 144, "Accounting for the
Impairment of Long-Lived Assets" which supersedes FAS No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of"
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 fiscal years beginning after December 15, 2001. FAS No. 144
retains many of the provisions of FAS No. 121, but addresses certain
implementation issues associated with that Statement. The Company is currently
evaluating the impact of implementing FAS No. 144.
Reference is made to the disclosures included under the heading
"Critical Accounting Policies" in Item 6, Management's Discussion and Analysis
of Financial Condition and Results of Operations, of the Form 10-KSB.
-9-
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 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.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Reference is made to the disclosures in Item 3, Legal
Proceedings, of the Form 10-KSB for a description of the
Company's pending legal proceedings. There have been no
additional material developments with respect to these
proceedings.
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
On July 19, 2002, H. William Coogan, Jr. filed a Schedule
13D/A reporting that, in an attempt to acquire control of the
Company, Mr. Coogan had acquired 55,000 shares of Firstmark
common stock and entered into 26 separate but identical
securities purchase agreements with shareholders of the
Company to acquire an additional 477,701 shares and obtain
proxies with respect to the voting of such shares. Mr. Coogan
stated that, with such acquisitions, he held 50.5% of the
outstanding common stock of Firstmark, thereby gaining control
of the Company. However, the Company's records indicate that
Mr. Coogan's ownership totals 49.6% of the outstanding common
stock of Firstmark.
On August 5, 2002, Mr. Coogan was removed from his officer
positions as Chairman of the Board, President and Chief
Executive Officer of the Company. Mr. Coogan remains a
director of Firstmark.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
3a.2* Articles of Amendment to the Articles of
Incorporation, as amended
3b* Amended and Restated Bylaws
99* Chief Financial Officer Certification
Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
- ----------------
* Filed herewith
(b) Reports on Form 8-K
On May 28, 2002, the Company filed a Form 8-K to
report an agreement to purchase substantially all of
the assets of Tecstar Electro Systems, Inc.
-10-
On May 29, 2002, the Company filed a Form 8-K/A to
report an agreement to purchase substantially all of
the assets of Tecstar Electro Systems, Inc.
On July 11, 2002, the Company filed a 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.
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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.
/s/ KURT J. RECHNER
Date: August 14, 2002 --------------------------------------
Kurt J. Rechner
Chief Financial Officer, Treasurer and
Designated Signatory for the
Registrant
EXHIBIT INDEX
3a.2* Articles of Amendment to the Articles of
Incorporation, as amended
3b* Amended and Restated Bylaws
99* Chief Financial Officer Certification
Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
- ----------------
* Filed herewith