10-Q 1 final.htm FORM 10-Q FOR REALCO INC. 3-31-01 REALCO INC

U.S. Securities and Exchange Commission Washington, D.C. 20549 Form 10-Q

(Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2001 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 For the transition period from __________ to__________ Commission file number: 0-27552

REALCO, INC.


(Exact name of Registrant as specified in its charter) New Mexico 85-0316176
(State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1650 University Blvd., N.E., Suite 5-100 Albuquerque, New Mexico 87102
(Address of principal executive offices) (Zip code) (505) 242-4561
(Registrant's telephone number, including area code) Not applicable
(Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by the 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 XX__ No____ As of May 15, 2001 the Company had approximately 3,389,000 shares outstanding of its no par value common stock, the Company's only class of common stock. PART I. FINANCIAL INFORMATION Item 1. FINANCIAL STATEMENTS, REALCO, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Dollars in thousands) March 31, 2001 September 30, (unaudited) 2000 ----------- ------------ ASSETS Cash and cash equivalents $ 590 $ 1,876 Restricted cash 477 341 Available for sale securities 862 1,578 Accounts and notes receivable, net 2,277 2,670 Costs and estimated earnings in excess of billings on uncompleted contracts 534 156 Inventories 10,138 10,462 Property & equipment - at cost, net 1,921 1,786 Investments - equity method 832 792 Investment - cost method 1,210 1,210 Cost in excess of net assets acquired, net 3,508 2,126 Other assets 681 645 ----------- ----------- $ 23,030 $ 23,642 =========== =========== See accompanying notes. REALCO, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS - CONTINUED (Dollars in thousands) March 31, 2001 September 30, (unaudited) 2000 ----------- ------------ LIABILITIES AND STOCKHOLDERS' EQUITY Notes payable $ 4,616 $ 4,464 Lease obligations 378 509 Construction advances and notes payable, collateralized by inventories 3,778 4,495 Accounts payable and accrued liabilities 3,369 3,296 Billings in excess of cost and estimated earnings on uncompleted contracts - 231 Escrow funds held for others 477 341 ----------- ----------- Total liabilities 12,618 13,336 STOCKHOLDERS' EQUITY Preferred stock - authorized, 500,000 shares Series A - issued and outstanding, -0- and 79,969 shares, stated at liquidation value - 799 Series B - issued and outstanding, -0- and 212,859 shares, stated at liquidation value - 2,129 Series D - issued and outstanding, 484,000 and -0- shares, liquidation value of $2,087 1,909 - Common stock - no par value; authorized, 50,000,000 shares; issued 3,388,842 and 2,924,038 shares 11,078 7,965 Accumulated deficit (2,693) (1,342) Accumulated other comprehensive income 120 757 ----------- ----------- 10,414 10,308 Less 700 shares common stock held in treasury - at cost 2 2 ----------- ----------- 10,412 10,306 ----------- ----------- $ 23,030 $ 23,642 =========== =========== See accompanying notes. REALCO, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS Three months ended March 31, (Dollars in thousands, except per share amounts) (unaudited) 2001 2000 --------- -------- REVENUES Brokerage commissions and fees $ 8,175 $ 6,540 Construction sales 3,139 5,285 Sales of developed lots 358 633 Equity in net earnings of investees 141 57 Interest and other, net 62 145 -------- -------- 11,875 12,660 COSTS AND EXPENSES Cost of brokerage revenue 5,995 4,779 Cost of construction sales 2,778 4,782 Cost of developed lots sold 250 456 Selling, general, administrative and other 2,790 2,813 Depreciation and amortization 165 220 Interest 249 193 -------- -------- 12,227 13,243 -------- -------- Loss before income taxes (352) (583) INCOME TAX EXPENSE (BENEFIT) 126 (109) -------- -------- NET LOSS (478) (474) PREFERRED STOCK DIVIDEND REQUIREMENT 65 28 -------- -------- NET LOSS APPLICABLE TO COMMON SHARES $ (543) $ (502) ======== ======== BASIC AND DILUTED LOSS PER COMMON SHARE Net loss per common share before preferred stock dividend requirement $ (.14) $ (.16) ======== ======== Net loss per common share after preferred stock dividend requirement $ (.16) $ (.17) ======== ======== WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 3,388,000 2,889,000 ========= ========= See accompanying notes. REALCO, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS Six months ended March 31, (Dollars in thousands, except per share amounts) (unaudited) 2001 2000 -------- -------- REVENUES Brokerage commissions and fees $ 14,934 $ 12,800 Construction sales 7,824 12,339 Sales of developed lots 652 1,567 Equity in net earnings of investees 222 108 Interest and other, net 91 258 -------- -------- 23,723 27,072 COSTS AND EXPENSES Cost of brokerage revenue 10,998 9,509 Cost of construction sales 6,925 11,249 Cost of developed lots sold 490 1,130 Selling, general, administrative and other 5,424 5,431 Depreciation and amortization 375 404 Interest 437 463 -------- -------- 24,649 28,186 -------- -------- Loss before income taxes (926) (1,114) INCOME TAX EXPENSE (BENEFIT) 425 (207) -------- -------- NET LOSS (1,351) (907) PREFERRED STOCK DIVIDEND REQUIREMENT (REDEMPTION BENEFIT) (2,158) 56 -------- -------- NET EARNINGS (LOSS) APPLICABLE TO COMMON SHARES $ 807 $ (963) ======== ======== BASIC AND DILUTED EARNINGS (LOSS) PER COMMON SHARE Net loss per common share before preferred stock dividend requirement $ (.43) $ (.31) ======== ======== Net earnings (loss) per common share after preferred stock dividend requirement $ .25 $ (.33) ======== ======== WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 3,171,000 2,887,000 ========= ========= See accompanying notes. REALCO, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS Six months ended March 31, (Dollars in thousands) (unaudited) 2001 2000 ------- -------- Cash flows from operating activities Net loss $ (1,351) $ (907) Adjustments to reconcile net loss to net cash used in operating activities Depreciation and amortization 375 404 Accretion of discount on notes payable 77 22 Net earnings in excess of distributions of equity investees (40) (108) Loss (gain) on sale of securities 82 (118) Gain on sale of property and equipment - (13) Provision for deferred income taxes 425 (207) Change in operating assets and liabilities Decrease (increase) in accounts receivable 439 (285) Decrease in inventories 324 1,251 (Increase) decrease in net billings related to costs and estimated earnings on uncompleted contracts (609) 326 (Increase) decrease in other assets (66) 49 Decrease in accounts payable and accrued liabilities (12) (687) -------- -------- Net cash used in operating activities (356) (273) Cash flows from investing activities Purchases of property and equipment (144) (89) Proceeds from the sale of property and equipment - 13 Purchase of securities available for sale (39) (995) Proceeds from the sale of securities available for sale 67 1,007 Advances on notes receivable - (157) Receipts on notes receivable 35 132 Payments for businesses, net of cash acquired (61) (484) -------- -------- Net cash used in investing activities (142) (573) REALCO, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED Six months ended March 31, (Dollars in thousands) (unaudited) 2001 2000 -------- ------- Cash flows from financing activities Construction advances and notes payable, net (717) (600) Payments on capital lease obligations and long term debt (1,107) (998) Proceeds from borrowings under long term debt 1,036 24 Issuance of treasury stock - 19 -------- -------- Net cash used in financing activities (788) (1,555) -------- -------- NET DECREASE IN CASH AND CASH EQUIVALENTS (1,286) (2,401) Cash and cash equivalents at beginning of period 1,876 3,688 -------- -------- Cash and cash equivalents at end of period $ 590 $ 1,287 ======== ======== Non-cash investing and financing activities: -------------------------------------------- In March 2001, the Company acquired all the outstanding stock of Equity Securities Investments, Inc. in exchange for 484,000 shares of Series D preferred stock. In connection with this acquisition, liabilities were assumed as follows: Fair value of assets acquired, including cash of $178 $ 2,194 Stock issued (1,909) -------- Liabilities assumed $ 285 ======== In January 2000, the Company purchased the net assets and business of Farnsworth Realty and Management Company for $400. In connection with the purchase, liabilities were assumed as follows: Fair value of assets acquired, including an office building $ 451 Cash paid (250) Issuance of note payable (150) -------- Liabilities assumed $ 51 ======== See accompanying notes. REALCO, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS March 31, 2001 NOTE A - BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements of Realco, Inc. and its wholly owned subsidiaries have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions of Form 10-Q and Article 10 of the Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the periods ended March 31, 2001 are not necessarily indicative of the results that may be expected for the fiscal year ending September 30, 2001. For further information refer to the financial statements and footnotes included in the Company's annual report on Form 10-K for the year ended September 30, 2000. 1. Principles of Consolidation: The consolidated financial statements include the accounts of Realco, Inc. and its wholly-owned subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation. 2. Earnings (Loss) Per Share: Earnings (loss) per common share is calculated based on the weighted average number of shares outstanding during the year. 3. Accumulated Other Comprehensive Income: Accumulated other comprehensive income consists solely of net unrealized investment gains and losses. Total comprehensive income (loss) for the periods presented is as follows: 2001 2000 ----------- ----------- Three months ended March 31 $ (666,000) $ 57,000 Six months ended March 31 (1,988,000) (376,000) Due to subsequent declines in market value of certain securities, accumulated other comprehensive income, net of deferred income taxes, relating to unrealized gains on available for sale securities decreased by $137,000 at May 15, 2001. As recoverability of certain deferred tax assets is based upon future taxable gains on available for sale securities, this decline would result in an increase in the Company's valuation allowance for deferred income tax assets of $91,000. REALCO, INC. AND SUBSIDIARIES, NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED March 31, 2001 4. Stock and Warrants: In December 2000, all outstanding Series A and Series B preferred stock of the Company was redeemed for 464,804 shares of common stock. The excess carrying value of the preferred stock over the fair value of the common stock given was approximately $2,180,000 which is reflected as a redemption benefit in the Consolidated Statement of Operations for the six months ended March 31, 2001. In connection with a debt financing arrangement, the Company issued 100,000 detachable, unregistered warrants to purchase common stock at $1.80 per share. These warrants became immediately exercisable upon closing of the loan and expire December 14, 2005. The estimated fair value of the warrants, $1.85 per share, was recorded as a discount on debt and is amortized based upon the effective interest rate method. Effective March 1, 2001, the Company acquired all the outstanding stock of Equity Securities Investments, Inc. in exchange for 484,000 shares of Series D preferred stock. Each Series D preferred share is entitled to one shareholder vote, a liquidation preference of $4.3125 and cash dividends at a rate of $.0135 per quarter. Upon approval by the Company's shareholders, each share of Series D preferred stock will be converted into three shares of common stock 5. Segment Information: The Company operates in the following segments: real estate brokerage, residential construction and land development, commercial construction, and financial services. Information concerning the Company's business segments for periods ended March 31 is as follows: Three months ended: 2001 2000 ------------ ------------ Revenues Real estate brokerage $ 7,866,000 $ 6,540,000 Residential construction and land development 1,838,000 4,099,000 Commercial construction 1,659,000 1,819,000 Financial services 434,000 173,000 Interest and other Sales to unaffiliated customers 78,000 29,000 Intersegment sales 183,000 186,000 Eliminations (183,000) (186,000) ------------ ------------ $ 11,875,000 $ 12,660,000 ============ ============ REALCO, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED March 31, 2001 2001 2000 ------------ ------------ Operating profit (loss) Real estate brokerage $ 178,000 $ (399,000) Residential construction and land development (47,000) 156,000 Commercial construction (19,000) 26,000 Financial services (72,000) 96,000 ------------ ------------ $ 40,000 $ (121,000) ============ ============ Six months ended: 2001 2000 ------------ ------------ Revenues Real estate brokerage $ 14,626,000 $ 12,800,000 Residential construction and land development 5,447,000 10,401,000 Commercial construction 3,029,000 3,505,000 Financial services 458,000 309,000 Interest and other Sales to unaffiliated customers 163,000 57,000 Intersegment sales 374,000 367,000 Eliminations (374,000) (367,000) ------------ ------------ $ 23,723,000 $ 27,072,000 ============ ============ Operating profit (loss) Real estate brokerage $ (135,000) $ (744,000) Residential construction and land development 114,000 425,000 Commercial construction (5,000) (13,000) Financial services (102,000) 168,000) ------------ ------------ $ (128,000) $ (164,000) ============ ============ 6. Income Taxes: For the periods ended March 31, 2001 and 2000, the Company's effective income tax rate differed from the federal statutory rate due to increases in the valuation allowance for deferred income taxes. REALCO, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED March 31, 2001 7. Investment - Cost Method: The Company's cost method investment consists of a 10% equity position in MI Acquisition Corporation (MI), the parent company of Miller & Schroeder, Inc., a privately held financial services firm specializing in underwriting debt securities. In recent months, MI has incurred substantial losses from operations. Additionally several changes in key management personnel have occurred, including the resignation of James A. Arias, Realco President, from the Board of MI. In an effort to address these losses, MI entered into an agreement with a third party to purchase certain key assets and operations of Miller & Schroeder, Inc. As required by law, in connection with any such transaction the MI Board of Directors is required to seek shareholder approval of such a transaction. At this time, the details of this proposal have not been publicly released and the shareholders have not been notified as to when a special meeting to evaluate this proposal will be called. As details of the proposed transaction are unknown at this time and shareholder approval is uncertain, the Company is unable to determine the financial impact of this proposed transaction at this time. However, management does believe that based upon MI's current results of operations and its book value of $4.72 per share at March 31, 2001, this transaction, if approved could possibly result in a substantial impairment of the $1,210,101 carrying value of this investment. Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Overview of Operations ---------------------- Based upon the various lines of business in which the Company is engaged, it has defined the following operating segments for purposes of financial accounting and reporting: Real Estate Brokerage Segment, Residential Construction and Land Development Segment, Commercial Construction Segment, and Financial Services Segment. In the past, the Company's operations were primarily within the Albuquerque, New Mexico and Phoenix, Arizona metropolitan areas. Through the March 1, 2001 acquisition of Equity Securities Investments, Inc. (ESI), the Company expanded its financial services operations into the Minneapolis, Minnesota region. Additionally, based upon two agreements entered into on February 26, 2001, the Company will be selling its residential real estate brokerage operations in New Mexico and Arizona. The Company experienced a consolidated pre-tax loss of $352,000 for the quarter ended March 31, 2001 compared to a pre-tax loss of $583,000 for the 2000 quarter. Total revenues decreased $785,000 or 6% between the periods. This overall decrease included a $1,635,000 or 25% increase in brokerage commissions, which was more than offset by a $2,421,000 or 41% decrease in construction and lot sales. The combination of gross profits contributed on increased brokerage commissions and higher profit margins recognized on construction and lot sales in the 2001 quarter resulted in an overall improvement in results of operations as operating expenses were comparable between the periods. Results of operations for the six months ended March 31, 2001 were very similar to the aforementioned quarter, whereby an overall decrease in revenues was more than offset by increased profit margins, while operating expenses remained constant. The six months ended March 31, 2001 resulted in a pretax loss of $926,000 on revenues of $23,723,000 as compared to a pretax loss of $1,114,000 on revenues of $27,072,000 for the 2000 period. The Company experienced an other comprehensive loss of $188,000 and $637,000 for the three and six month periods ended March 31, 2001, which represents unrealized losses on available for sale securities. The Company's income tax expense of $126,000 and $425,000 for the three and six month periods ended March 31, 2001, respectively, differs from the federal statutory rate due to increases to the valuation allowance for deferred tax assets. Such additional valuation allowance was necessary, as recoverability of certain deferred tax assets is based upon future taxable gains on available for sale securities. Results of Operations by Operating Segment ------------------------------------------ Real Estate Brokerage Segment: The real estate brokerage segment consists of Hooten/Stahl, Inc. d.b.a. Prudential Preferred Properties, New Mexico ("PPP-NM); Mull Realty Company, Inc. and Cliff Winn, Inc. Realtors, collectively d.b.a. Prudential Preferred Properties, Arizona ("PPP-AZ"); and First Commercial Real Estate Services, Inc. ("First Commercial"). As previously reported, the Company entered into two separate agreements on February 26, 2001 to sell the net assets and operations of PPP-NM and PPP-AZ, which comprise the Company's residential brokerage operations. As a result of certain provisions contained in the Company's franchise agreement with Prudential Real Estate Affiliates, the closing date of these transactions will not occur until June 2, 2001. For the Quarter Ended March 31, 2001 This segment experienced a pre-tax loss of $68,000 for the 2001 quarter as compared to a pre-tax loss of $664,000 in 2000. Total revenues between the periods increased $1,326,000 or 20% to $7,866,000. This increase in largely attributable to First Commercial which contributed revenues of $1,147,000, representing an increase of $893,000 or 351%. Company dollar (the portion of brokerage commissions and fees retained by the Company) also increased $357,000 or 20% to $2,117,000 in 2001. Total operating expenses decreased $233,000 or 10% between the two periods. The residential brokerage operations, which will be sold on June 2, 2001, experienced a pretax loss of $251,000 as compared to $623,000 in the 2000 quarter. These improved operating results are primarily attributable to a $283,0000 or 14% decrease in selling general and administrative expenses. Additionally, residential brokerage revenues increased $435,000 or 7%, which yielded a 4% or $67,000 increase in company dollar. First Commercial, an Albuquerque based commercial brokerage company, recognized pretax earnings of $184,000 in the 2001 quarter as compared to a pretax loss of $40,000 in 2000. This increase is attributable to the aforementioned 351% increase in revenues for the 2001 period which was the result of the Company closing several large transactions during the period. This revenue increase yielded a $279,000 or 211% increase in company dollar. The percentage increase in company dollar was less than the percentage increase in revenues as agent commissions are on graduated schedules whereby the percentage retained by the Company decreases as total commissions increase over a twelve month period. Total operating expenses of First Commercial increased $55,000 or 32% during the 2001 period, which is primarily attributable the Las Cruces, New Mexico office which was not open during the 2000 period. As the closing of large commercial brokerage transactions can be infrequent, the results of operations for this quarter are not necessarily indicative of the expected operating results for the remainder of the fiscal year. For the Six Months Ended March 31, 2001 Similar to the operating results for the quarter ended March 31, 2001, this segment experienced a $649,000 pretax loss for the 2001 period as compared to $1,203,000 for the 2000 period. Such improved operating results are attributable entirely to the strong second quarter previously discussed. For the six months ended March 31, 2001, total revenues for this segment increased 14% to $14,626,000, while company dollar increased $583,000 or 17%. The increase in company dollar is largely attributable to the additional revenues, however, the percentage increase in company dollar was greater than the percentage increase in revenues as a result of a greater portion of revenues being comprised of commercial brokerage transactions which traditionally have more favorable splits for the company. Operating expenses were comparable between the two periods. Residential brokerage operations experienced a pretax loss of $778,000 in the 2001 period as compared to $1,100,000 in 2000. Such improved operating results are largely attributable to a $605,000 or 5% increase in revenues, a $164,000 or 5% increase in company dollar and $72,000 or 2% decrease in operating expenses. First Commercial recognized pretax earnings of $213,000 for the 2001 period, as compared to a pretax loss of $103,000 in 2000. Such improved operating results are attributable to the aforementioned strong second quarter. Residential Construction and Land Development Segment: The residential construction operations of Charter Building and Development Corp. are primarily in the Albuquerque, Rio Rancho and Los Lunas, New Mexico metropolitan areas. This segment also includes development activities consisting of the acquisition of raw land for development into residential homesites, which are sold to Charter or to other builders. Such land development projects may be performed under joint venture agreements with other developers or entirely by the Company. Profits on lots sold to Charter, either directly by a subsidiary or by a joint venture, are eliminated in consolidation of this segment until the lot is removed from Charter's inventory. Such deferred profits totaled $196,000 at March 31, 2001. For the Quarter Ended March 31, 2001 This segment experienced a pretax loss of $91,000 for the quarter ended March 31, 2001 as compared to $14,000 in 2000. This increase in loss is primarily decreased profitability in home building operations. Residential construction sales decreased $1,987,000 or 57% to $1,480,000 in 2001. Despite a 57% decrease in revenues, gross profits only decreased 25% to $203,000 as a result of a 13.7% gross profit margin in the 2001 period as compared to 7.8% in 2000. Lot sales decreased $274,000 or 43% to $358,000 in 2001. Gross profits on such sales decreased $68,000 or 38% to $109,000 on 2000. Operating expenses between the two periods were comparable. The decrease in residential construction and lot sales is the result of a general slowdown in the Albuquerque economy. Charter recognized construction management fee income of $38,000 in the 2001 quarter as a result of certain joint venture and build for fee arrangements. Such construction management fees did not exist in the prior year. For the Six Months Ended March 31, 2001 A pretax loss of $20,000 was recognized in the 2001 period as compared to a $43,000 pretax profit in 2000. This overall decline is comprised of a $48,000 improvement in profitability from homebuilding operations, as offset by a $112,000 decline in profitability on lot sales. Homebuilding operations experienced a 46% decline in sales to $4,795,000 in 2001. Due to an increase in gross profit margins from 7.8% to 11.6% in 2001, the decrease in gross profits was limited to $132,000 or 19%. Charter recognized construction management fee income of $61,000 in the 2001 period and decreased its total operating expenses by $134,000 or 15%. Sales of developed lots decreased $915,000 or 58% to $652,000 in 2001. Such decline is primarily the result of declining sales volume to Charter. Gross profits on such sales declined $275,000 or 62% to $162,000 in 2001. Total operating expenses decreased $243,000 or 21% for this segment in 2001. Commercial Construction Segment: Commercial construction operations are conducted by Realco Construction, Inc. an Albuquerque, New Mexico based general contractor. For the Quarter Ended March 31, 2001 This segment experienced a pretax loss of $24,000 as compared to pretax earnings of $20,000 in the 2000 period. Construction revenues decreased $160,000 or 9% to $1,659,000. Due to lower profit margins recognized in 2001, gross profits decreased 32% to $158,000. Such decrease is attributable to cost overruns on a large project recently completed. Operating expenses decreased $30,000 or 15% to $176,000 in 2001, as a result of downsizing management, accounting and administrative staff. For the Six Months Ended March 31, 2001 A pretax loss of $19,000 was recognized for the 2001 period as compared to $25,000 in 2000. Results of operations between these two periods were comparable despite a $476,000 or 14% decrease in construction sales to $3,029,000 in the 2001 period and a corresponding 15% decrease in gross profits to $342,000. Decreased gross profits were more than offset by a $66,000 or 15% decrease in operating expenses as a result of the aforementioned downsizing. Financial Services Segment: The financial services segment consists of operations of the parent company, Equity Securities Investments, Inc. (ESI), Great American Equity Corporation (GAEC) and PHS, Inc. ESI, a Minneapolis, Minnesota based broker and dealer in securities was acquired effective March 1, 2001 through the issuance of 484,000 shares of Series D preferred stock. This acquisition, included the appointment of ESI selling shareholders, Laurence S. Zipkin and Edward S. Adams, to the Realco Board of Directors, as well as retaining these individuals as executive officers. This acquisition is a key component of the Company's plan to expand its financial services operations. The Company is currently identifying and evaluating other growth opportunities to complement this segment. In addition to financial services performed directly by the Company, operations also include the Company's share of earnings from its 50% equity interest in PHS Mortgage Company, a full service residential mortgage banker. The Company's cost method investment consists of a 10% equity position in MI Acquisition Corporation (MI), the parent company of Miller & Schroeder, Inc., a privately held financial services firm specializing in underwriting debt securities. In recent months, MI has begun incurring substantial losses from operations. Additionally several changes in key management personnel have occurred, including the resignation of James A. Arias, Realco President, from the Board of MI. The MI Board of Directors recently voted to send for shareholder approval, a proposal to sell certain net assets and the operations of Miller & Schroeder, Inc. At this time, the details of this proposal have not been publicly released and the shareholders have not been notified as to when a special meeting to evaluate this proposal will be called. As details of the proposed transaction are unknown at this time and shareholder approval is uncertain, the Company is unable to determine the financial impact of this proposed transaction at this time. However, management does believe that based upon MI's current results of operations and its book value of $4.72 per share at March 31, 2001, this transaction, if approved could possibly result in an impairment of the $1,210,101 carrying value of this investment. For the Quarter Ended March 31, 2001 The Financial Services segment, which also includes certain unallocated operating expenses of the parent company, realized a pretax loss of $169,000 as compared to a pretax profit of $75,000 in 2000. ESI experienced a pretax loss of $66,000 for the month ended March 31, 2001. Only one month's of operations are included in this reporting period based upon the March 1, 2001 acquisition date of this company. Such loss is attributable to the lack of any underwriting activity during the period, which is the most profitable aspect of operations. Broker fees of $309,000 were earned for the period, which yielded a gross profit of $63,000. Total operating expenses were $117,000 and other income(loss) was ($12,000). Net equity earnings recognized from PHS were $78,000, as compared to $81,000 in the 2000 quarter. The Company recognized a loss of $42,000 in 2000 relating to its investment in MI. As a result of dilution, the Company now accounts for this investment under the costs method. Accordingly no equity earnings or loss was recognized in 2001. Net equity earnings of other investees increased $28,000 to $48,000 in 2001. Such increase is attributable to the sale of a strip shopping center held in a small real estate partnership. Other significant items affecting comparability between the periods are: realized losses of $8,000 on available for sale securities in 2001, as compared to gains of approximately $80,000 in 2000; selling, general, administrative and depreciation expense increased $58,000 or 32% in 2001 as a result of earned bonuses on mortgage banking transactions and an increase of $69,000 or 74% in interest expense, primarily associated with a short term working capital loan taken out in December 2000 and the corresponding the amortization of discount on this debt. For the Six Months Ended March 31, 2001 The Financial Services segment realized a pretax loss of $238,000 as compared to a pretax profit of $72,000 in 2000. Interest and other income (loss) was ($27,000) in 2001 as compared to $198,000 in 2000, both of which consisted primarily of realized gains and losses on available for sale securities. Net equity earnings of PHS totaled $142,000 as compared to $131,000 in 2000. Net equity earnings (loss) of other investees totaled $47,000 as compared to ($20,000) in 2000. The net loss in 2000 consisted primarily of a of a $40,000 loss recorded on the Company's investment in MI, while the net earnings in 2001 were the result of the aforementioned sale in a small real estate partnership. Selling, general, administrative and depreciation expense increased $41,000 to $383,000 in 2001, which was primarily attributable to the timing of bonus payments on mortgage banking transactions. Interest expense increased $54,000 to $305,000 in 2001 as a result of the aforementioned working capital loan taken out in December 2000. Also included in results of operations for this period is the aforementioned $66,000 loss of ESI for the month of March 2001. Liquidity and Capital Resources ------------------------------- The Company's liquidity consists primarily of cash, trade accounts receivable, inventories and construction advances collateralized by inventory. It is expected that future cash needs will be financed by a combination of cash flows from operations, future advances under construction loans, and other financing arrangements, which may be made available to the Company. The Company does not have any material commitments for capital expenditures for fiscal 2001. The Company's projection of future cash requirements, is affected by numerous factors, including but not limited to, changes in customer receipts, consumer industry trends, sales volume, operating cost fluctuations, acquisitions of existing businesses and unplanned capital spending. While the pending sale of the Company's residential real estate brokerage operations in New Mexico and Arizona will generate substantial cash flow, as well as eliminate certain cash outflows for recurring operating losses, management believes that it may be necessary to secure additional financing to sustain the Company's operations and growth initiatives for the ensuing twelve months. In December 2000, the Company received loan proceeds of $900,000 to provide additional working capital. Certain unencumbered land inventory and available for sale securities were pledged as collateral. Competition and Market Factors ------------------------------ The business in which the Company is engaged is highly competitive. Many of the Company's competitors have nationwide operations or are affiliated with national franchising organizations. As such, a number of the Company's competitors have greater financial resources. It is for that reason that the Company continues to pursue strategic alliances with other companies in the industry. The real estate and financial services industry, can be cyclical and are affected by consumer confidence levels, prevailing economic conditions and interest rates. Other factors effecting the real estate industry include increases in construction costs, increases in costs associated with home ownership such as interest rates and property taxes, changes in consumer preferences and demographic trends. Forward Looking Statements -------------------------- Investors are cautioned that certain statements contained in this document are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Act"). Statements which are predictive in nature, or depend upon or refer to future events or conditions constitute forward-looking statements. In addition, any statements concerning future financial performance, ongoing business strategies or prospects, and possible future Company actions, which may be provided by management are also forward-looking statements as defined by the Act. Forward-looking statements are based on current expectations and projections about future events and are subject to risks, uncertainties, assumptions, and economic and market conditions, among other things. Actual events and results may differ materially from those expressed or forecasted in the forward-looking statements made by the Company or Company management due to a number of factors. Important factors that could cause such differences include but are not limited to, changes in general economic conditions either nationally or in regions where the Company operates or may commence operations, employment growth or unemployment rates, availability and costs of land and homebuilding materials, labor costs, interest rates, prevailing rates for associate commission structures, industry competition and regulatory developments. Item 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Company has no material market risk associated with interest rates, foreign currency exchange rates or commodity prices. PART II: OTHER INFORMATION Item 1. LEGAL PROCEEDINGS The Company is subject to certain legal claims from time to time and is involved in litigation that has arisen in the ordinary course of its business. It is the Company's opinion that it either has adequate legal defenses to such claims or that any liability that might be incurred due to such claims will not, in the aggregate, exceed the limits of the Company's insurance policies or otherwise result in any material adverse effect on the Company's operations or financial position. Item 2. CHANGES IN SECURITIES Effective March 1, 2001, the Company issued 484,000 shares of newly designated Series D preferred stock in connection with the acquisition of Equity Securities Investments, Inc. Each share of Series D preferred stock is entitled to one shareholder vote, a liquidation preferednce of $4.3125 and cash dividends at a rate of $.0135. Upon shareholder approval, each share of Series D preferred stock will be converted into three shares of common stock. Item 3. DEFAULTS IN SENIOR SECURITIES None Item 4. SUBMISSIONS OF MATTERS TO A VOTE OF SECURITIES HOLDERS None Item 5. OTHER INFORMATION None Item 6. EXHIBITS AND REPORTS ON FORM 8-K (a) There are no exhibits filed with this Report. (b) Reports on Form 8-K: The Registrant filed Form 8-K dated February 26,2001 reporting matters under Item 5, Other Events, Forms 8-K dated March 1, 2001 reporting matters under Item 2 Acquisition or Disposition of Assets, and Item 5 Other Events. 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 thereunto duly authorized. REALCO, INC. Date: May 19, 2001 /s/ JAMES A. ARIAS ----------------------------------- James A. Arias, President and Chief Executive Officer Date: May 19, 2001 /s/ CHRIS A. BRUEHL -------------------------------------- Chris A. Bruehl, Senior Vice President and Chief Financial Officer