FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Transition period from to
---------------------- ----------------------
Commission file number 0-11777
--------------------------------------------------------
FIRST EQUITY PROPERTIES, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in the charter)
Nevada 95-6799846
-------------------------------------------- ------------------
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
1800 Valley View Lane, Suite 160, Dallas, Texas 75234
-----------------------------------------------------
(Address of principal executive offices)
214-750-5800
----------------------------------------------------
(Registrant's telephone number, including area code)
----------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant is an accelerated filer
(as defined in rule 12b-2 of the Act).
Yes [ ] No [X]
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 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 [X] No [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS.
Indicate by check mark whether the registrant has filed all documents
and reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes [X] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
As of June 30, 2003, registrant had 10,570,944 shares of Common Stock
issued and outstanding.
1
FIRST EQUITY PROPERTIES, INC. & SUBSIDIARIES
FORM 10-Q
June 30, 2003
INDEX
<Table>
<Caption>
Part I Financial Information: Page No.
Item 1. Financial Statements
Consolidated Balance Sheets
June 30, 2003 (Unaudited) and December 31, 2002.................. 3
Consolidated Statement of Earnings (Unaudited)
Three Months and Six Months Ended June 30, 2003 and 2002......... 4
Consolidated Statement of Cash Flows (Unaudited)
Six Months Ended June 30, 2003 and 2002.......................... 5
Notes to Consolidated Financial Statements......................... 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations................................ 7
Item 4. Controls and Procedures................................... 7
Part II Other Information:
Item 6. Exhibits and Reports on Form 8-K.......................... 8
</Table>
2
FIRST EQUITY PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
<Table>
<Caption>
June 30, 2003 December 31,
(Unaudited) 2002
------------- -------------
Cash and cash equivalents $ 7,200 $ 5,450
Accounts receivable - affiliate 333,747 346,338
Notes and interest receivable 609,041 --
Investments 40,528,449 41,113,449
------------- -------------
$ 41,478,437 $ 41,465,237
============= =============
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable - trade $ 239,999 $ 239,999
Accounts payable - affiliate 2,881,432 2,958,933
------------- -------------
Total liabilities 3,121,431 3,198,932
Minority interest in limited partnership 547,498 547,498
Shareholders' equity
Common stock, $0.01 par, 40,000,000 shares
authorized, 10,570,944 shares issued and outstanding 105,710 105,710
Capital in excess of par value 1,281,548 1,281,548
Retained earnings 36,422,250 36,331,549
------------- -------------
Total shareholders' equity 37,809,508 37,718,807
------------- -------------
$ 41,478,437 $ 41,465,237
============= =============
</Table>
3
FIRST EQUITY PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited)
<Table>
<Caption>
Three months ended June 30, Six months ended June 30,
--------------------------- -------------------------
2003 2002 2003 2002
----------- ----------- ----------- -----------
Revenue
Management fees $ 47,256 $ 49,984 $ 94,811 $ 94,943
Interest income 14,587 9 24,046 28
----------- ----------- ----------- -----------
61,843 49,993 118,857 94,971
Operating expenses
General and administrative 854 859 1,687 1,711
Legal and professional fees 25,781 12,425 26,469 15,026
----------- ----------- ----------- -----------
Total operating expenses 26,635 13,284 28,156 16,737
----------- ----------- ----------- -----------
Net earnings (loss) $ 35,208 $ 36,709 $ 90,701 $ 78,234
=========== =========== =========== ===========
Earnings (loss) per share $ -- $ -- $ .01 $ .01
=========== =========== =========== ===========
Weighted average shares outstanding 10,570,944 10,570,944 10,570,944 10,570,944
=========== =========== =========== ===========
</Table>
4
FIRST EQUITY PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the six months ended June 30, 2003 and 2002
(Unaudited)
<Table>
<Caption>
2003 2002
--------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings $ 90,701 $ 78,234
Adjustments to reconcile net income to net cash
provided by (used for) operating activities
(Increase) decrease in
Accounts receivable - affiliate 12,590 (33,318)
Interest receivable (24,041) --
Increase (decrease) in
Accounts payable - affiliate (77,500) (40,000)
--------- ---------
Net cash provided by (used for) operating activities 1,750 4,916
Net increase (decrease) in cash and cash equivalents 1,750 4,916
--------- ---------
Cash and cash equivalents at beginning of period 5,450 8,985
--------- ---------
Cash and cash equivalents at end of period $ 7,200 $ 13,901
========= =========
Noncash investing and financing activities:
Exchange of investment for note receivable $ 585,000 $ --
</Table>
5
FIRST EQUITY PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2003
(Unaudited)
NOTE A - BASIS OF PRESENTATION
The accompanying consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q.
Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete
financial statements. Operating results for the interim period
presented are not necessarily indicative of the results that may be
expected for the year ended December 31, 2003. For further information,
refer to the Company's annual report on Form 10-K for the year ended
December 31, 2002.
NOTE B - NOTE AND INTEREST RECEIVABLE
In 2003, the company exchanged an investment in stock for a note
receivable. The note receivable bears interest at a rate of 10% per
year and is due January 31, 2005. The amount on the balance sheet
includes interest receivable of $24,041.
6
FIRST EQUITY PROPERTIES, INC. AND SUBSIDIARIES
Item 2. Managements Discussion and Analysis of
Financial Condition and Results of Operations
Results of Operations
Three months ended June 30, 2003 compared to three months ended June 30, 2002
Revenues increased to $61,843 versus prior year of $49,993. The increase was due
to interest income in the current quarter that was not present in the same
quarter last year. Total operating expenses increased to $26,635 in 2003 from
$13,284 in 2002 due to increased professional fees.
Results of Operations
Six months ended June 30, 2003 compared to six months ended June 30, 2002
Revenues increased to $118,857 versus prior year of $94,971. The increase was
due to interest income on a new note receivable in the current year that was not
present last year. Total operating expenses increased to $28,156 from $16,737
primarily due to increased professional fees.
Financial Condition and Liquidity
At June 30, 2003, the Company had total assets of $41,478,437 compared to
$41,465,237 at December 31, 2002. Cash and cash equivalents were $7,200. During
the first quarter of 2003, the Company exchanged an investment in stock for a
note receivable in the amount of $585,000.
At June 30, 2002 the Company had total illiquid investments of $40,528,449,
which consists of preferred stock of Realty Advisors, Inc., an affiliated
company and a note receivable in the amount of $585,000 that is due on January
31, 2005.
Total liabilities were $3,121,431 versus $3,198,932 at December 31, 2002.
Item 4. Controls and Procedures
Based on their most recent evaluation, which was completed within 90 days of the
filing of this Form 10-Q, our Acting Principal Executive Officer and Chief
Financial Officer, believe our disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) are effective. There were not any
significant changes in internal controls or in other factors that could
significantly affect these controls subsequent to the date of their evaluation,
and there has not been any corrective action with regard to significant
deficiencies and material weaknesses.
7
FIRST EQUITY PROPERTIES, INC. AND SUBSIDIARIES
Part II Other Information
Item 6. Exhibits and Reports on Form 8 - K
(a) Exhibits
Exhibit 31.1 - Certification Pursuant to Rules 13a-14 and 15d-14 Under
the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302
of the Sarbanes-Oxley Act of 2002, filed herewith.
Exhibit 32.1 - Certification Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
filed herewith.
(b) Reports on Form 8-K - None
8
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to he signed on its behalf by the
undersigned thereunto duly authorized.
FIRST EQUITY PROPERTIES, INC.
August 14, 2003 /s/ Ronald E. Kimbrough, Director,
Vice President and Treasurer
9