SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 0R 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarter Ended March 31, 2001 Commission File Number 0-1437 -------------------------------------------------------------------------------- THE FIRST REPUBLIC CORPORATION OF AMERICA -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 13-1938454 -------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 302 Fifth Avenue, New York, NY 10001 -------------------------------------------------------------------------------- (Address of principal executive office) (Zip Code) Registrant's telephone number, including area code (212) 279-6100 -------------------------------------------------------------------------------- Former name, former address and former fiscal year, if changed since last report: Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Sections 13 and 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days: Yes |X| No |_| As of May 11, 2001, there were 668,997 shares of common stock outstanding. 1 PART I. FINANCIAL INFORMATION THE FIRST REPUBLIC CORPORATION OF AMERICA AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS March 31, June 30, 2001 2000 ------------ ------------ (UNAUDITED) (SEE NOTE BELOW) Assets Current Assets Cash and Cash Equivalents $ 3,388,910 $ 2,302,713 Accounts Receivable 7,852,315 7,074,613 Inventories (Note 2) 14,483,780 9,315,724 Other Current Assets 4,146,229 3,352,381 ------------ ------------ Total Current Assets 29,871,234 22,045,431 ------------ ------------ Property, Plant and Equipment 76,339,812 76,712,511 Less: Accumulated Depreciation 31,844,732 30,826,778 ------------ ------------ Net Property, Plant and Equipment 44,495,080 45,885,733 ------------ ------------ Other Assets 32,007,464 31,797,355 ------------ ------------ TOTAL ASSETS $106,373,778 $ 99,728,519 ============ ============ Liabilities and Stockholders' Equity Current Liabilities - Note 6 $ 7,619,363 $ 15,266,392 ------------ ------------ Long-Term Debt 26,329,871 27,318,488 ------------ ------------ Other Liabilities 1,860,202 2,645,593 ------------ ------------ Stockholders' Equity: Common Stock 1,175,261 1,175,261 Other Stockholders' Equity 69,389,081 53,322,785 ------------ ------------ Total Stockholders' Equity 70,564,342 54,498,046 ------------ ------------ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $106,373,778 $ 99,728,519 ============ ============ NOTE: The balance sheet at June 30, 2000 has been derived from the audited financial statements at that date and condensed. SEE NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 2 THE FIRST REPUBLIC CORPORATION OF AMERICA AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

~~December~~Nine months ended Three months ended March 31, ~~June~~March 3031, 2001 2000 2001 2000 ------------ ------------ ~~(UNAUDITED)~~------------ ~~(SEE~~------------ ~~NOTE~~Revenues ~~BELOW)~~Sales-Textile ~~Assets~~and ~~Current~~Seafood ~~Assets~~$ ~~Cash~~34,321,485 ~~and~~$ ~~Cash~~28,245,953 ~~Equivalents~~ $ 211,~~383~~233,~~165~~877 $ 210,~~302~~253,~~713~~461 ~~Accounts~~Real ~~Receivable~~Estate 10and Hotel Operations 16,~~924~~682,~~478~~721 717,~~074~~543,~~613~~675 ~~Inventories (Note 2) 14~~5,~~815~~006,~~988~~878 95,~~315~~574,~~724~~159 Other ~~Current~~1,417,178 ~~Assets 3~~1,~~761~~030,~~139~~678 3538,~~352~~600 537,~~381~~467 ------------ ------------ ~~Total Current Assets 31,884,770 22,045,431~~ ------------ ------------ ~~Property,~~Total ~~Plant~~Revenues ~~and Equipment 75~~52,~~825~~421,~~783~~384 7646,~~712~~820,~~511~~306 ~~Less: Accumulated Depreciation 30~~16,~~904~~779,~~817~~355 3016,~~826~~365,~~778~~087 ------------ ------------ ~~Net Property, Plant and Equipment 44,920,966 45,885,733~~ ------------ ------------ ~~Other~~Expenses ~~Assets~~Cost 31of Sales - textile and seafood 33,~~459~~218,~~843~~183 3126,~~797~~221,~~355~~666 ~~------------~~10,920,525 9,473,033 Operating-~~-----------~~real ~~TOTAL~~estate ~~ASSETS~~and ~~$108~~hotel 8,~~265~~978,~~579~~346 $7,924,421 993,~~728~~221,~~519~~899 ~~============~~2,862,706 ~~============~~Selling, ~~Liabilities~~general & ~~Stockholders'~~administrative ~~Equity~~6,150,064 ~~Current~~5,267,309 ~~Liabilities~~2,040,483 -1,725,085 ~~Note~~Depreciation 6and $amortization 73,~~874~~147,~~893~~511 $3,606,567 151,~~266~~060,~~392~~932 1,200,134 Real estate taxes 1,490,685 1,591,248 497,714 535,050 Interest 1,886,812 2,207,437 557,439 740,130 Minority interests' share of loss of subsidiaries (1,165,601) (841,943) (366,000) (307,010) ------------ ------------ ~~Long~~-~~Term~~----------- ~~Debt~~------------ 26Total Expenses 53,~~551~~706,~~321~~000 2745,~~318~~976,~~488~~705 17,932,992 16,229,128 ------------ ------------ ~~Other Liabilities 2,006,551 2,645,593~~ ------------ ------------ ~~Stockholders'~~(Loss) ~~Equity:~~Income ~~Common~~before ~~Stock~~income taxes and equity in loss of affiliated entities (1,~~175~~284,~~261~~616) 843,601 (1,~~175~~153,~~261~~637) ~~Other~~135,959 ~~Stockholders'~~ Equity 70in loss of affiliated entities (542,~~657~~450) (810,~~553~~149) 53(106,~~322~~635) (321,~~785~~037) Gain on Sale of Real Estate held for rental - Note 8 18,629,597 -- -- -- Income taxes - Note 3 (711,000) (292,000) (3,000) (105,000) ------------ ------------ ~~Total Stockholders' Equity 71,832,814 54,498,046~~ ------------ ------------ ~~TOTAL~~Net ~~LIABILITIES~~Income &(Loss) ~~STOCKHOLDERS'~~$ ~~EQUITY~~16,091,531 $~~108~~ (258,~~265,579~~548) $ 99(1,~~728~~263,~~519~~272) $ (290,078) ============ ============ ============ ============ Income per share: Net Income (Loss) - basic and diluted $ 24.04 $ (.39) $ (1.89) $ (.44) ============ ============ ============ ============ Average shares outstanding basic and diluted 669,268 669,985 669,049 669,977

SEE NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENT 3 THE FIRST REPUBLIC CORPORATION OF AMERICA AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS UNAUDITED

~~Six~~Nine ~~months~~Months ~~ended~~Ended ~~Three~~March ~~months ended December~~ 31, ~~December~~2001 ~~31,~~ 2000 ~~1999 2000 1999~~ ---- ---- ---- ------------ ~~Revenues~~OPERATING ~~Sales-Textile~~ACTIVITIES ~~and~~Net ~~Seafood~~Income (Loss) $ 2316,~~087~~091,~~608~~531 $ 17(258,~~992,492~~548) $Adjustments ~~13,728,048~~to $Reconcile ~~10,863,931~~Net ~~Real~~Income ~~Estate~~(Loss) ~~and~~to ~~Hotel~~Cash ~~Operations~~Used ~~11,675,843~~in ~~11,969,516~~Operating ~~5,808,405~~Activities: ~~6,145,056~~Gain ~~Other~~on ~~878,578~~Sale ~~493,211~~of ~~305,267~~Real ~~124,041~~Estate ~~------------~~held ~~------------~~for ~~------------~~Rental (18,629,597) --~~----------~~ ~~Total~~Depreciation ~~Revenues~~and ~~35,642,029~~Amortization 303,~~455~~147,~~219~~511 193,~~841~~606,~~720~~567 ~~17,133,028~~Minority ~~------------~~Interests' ~~------------~~Share ~~------------ ------------ Expenses Cost~~ of ~~Sales~~Loss -in ~~textile~~Subsidiaries ~~and seafood 22~~(1,~~297~~165,~~658~~601) 16(841,~~748,633~~943) ~~13,046,032~~Changes ~~9,781,695~~in Operating~~-real~~ ~~estate~~Assets and ~~hotel~~Liabilities: ~~5,756,447~~Increase ~~5,061,715~~in 3Accounts Receivable (777,~~166,755~~702) (2,~~690~~219,~~090~~612) ~~Selling,~~Increase ~~general~~in &Inventories ~~administrative 4~~(5,~~109~~168,~~581~~056) 3(4,~~542~~981,~~224~~627) ~~2,205,213~~(Increase) ~~1,683,853~~Decrease ~~Depreciation~~in ~~and~~Other ~~amortization~~Current ~~2,086,579~~Assets 2(793,~~406,433~~848) 1470,~~035,975~~708 ~~1,240,634~~Increase ~~Real~~in ~~estate~~Accounts ~~taxes~~Payable ~~992,971~~ 1,~~056~~902,~~198~~971 ~~457,848 535,596 Interest~~ 1,~~329~~238,~~373~~302 ~~1,467,307~~Decrease ~~647,035~~in ~~722,825~~Other ~~Minority~~Liabilities ~~interests' share of loss of subsidiaries~~ (~~799~~785,~~601~~391) (~~534~~34,~~933~~413) ~~(389,135) (168,308)~~ ------------ ------------ NET CASH USED IN OPERATIONS (6,178,182) (3,020,566) ------------ ------------ ~~Total~~INVESTING ~~Expenses~~ACTIVITIES 35Purchase of Property,~~773~~ Plant and Equipment (3,~~008~~177,261) 29(3,~~747~~254,~~577~~802) 20Investment in and Advances to Affiliated Entities-Net 930,~~169~~257 (549,~~723~~400) 16Proceeds from Sale of Real Estate held for Rental 20,~~486~~050,~~385~~000 -- ------------ ------------ NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES 17,802,996 (3,804,202) ------------ ------------ ~~(Loss)~~FINANCING ~~-Income~~ACTIVITIES ~~before~~Proceeds ~~income~~from ~~taxes~~Mortgages and ~~equity~~Notes inPayable ~~loss~~to ofBanks ~~affiliated~~-- ~~entities (130~~670,~~979)~~000 ~~707,642~~Payments ~~(328,003)~~on ~~646,643~~Mortgages ~~Equity~~and inNotes ~~loss~~Payable ofto ~~affiliated~~Banks ~~entities~~ (~~435~~988,~~815~~617) (~~489~~1,~~112) (193~~234,~~082~~881) ~~(106,968)~~Other ~~Gain~~Financing onActivities ~~sale of real estate held for rental -~~ (Note ~~8 18,629,597 -- 18,629,597 -- Income taxes - Note 3 (708,000~~6) (~~187~~9,~~000) (580~~550,000) ~~(120~~7,~~000)~~245,120 ------------ ------------ NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES (10,538,617) 6,680,239 ------------ ------------ ~~Net~~INCREASE ~~Income~~(DECREASE) $IN ~~17,354,803~~CASH $AND ~~31,530~~CASH $EQUIVALENTS 171,~~528~~086,~~512~~197 ~~$ 419~~(144,~~675~~529) ~~============~~Cash ~~============~~and ~~============~~Cash ~~============~~Equivalents ~~Income~~at ~~per~~Beginning ~~share:~~of ~~Net~~Period ~~Income~~2,302,713 1,506,113 ------------ ~~basic~~------------ ~~and~~CASH ~~diluted~~AND $CASH ~~25.93~~EQUIVALENTS $AT ~~.05~~END $OF ~~26.19~~PERIOD $ ~~.63~~3,388,910 ~~============~~$ ~~============~~1,361,584 ============ ============ ~~Average shares outstanding basic and diluted 669,375 669,990 669,276 669,988~~

SEE NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 4 THE FIRST REPUBLIC CORPORATION OF AMERICA AND SUBSIDIARIES NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The condensed consolidated balance sheet as of March 31, 2001 and the consolidated statements of operations and cash flows for the nine month periods ended March 31, 2001 and 2000, have been prepared by the Company, without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at March 31, 2001 and for all periods presented, have been made. 2. INVENTORIES March 31, June 30, 2001 2000 ----------- ----------- Work-in process and raw materials $ 1,925,396 $ 1,511,915 Finished goods 12,558,384 7,803,809 ----------- ----------- $14,483,780 $ 9,315,724 ----------- ----------- 3. INCOME TAXES Nine Months Ended March 31, 2001 2000 ----------- ----------- Federal $ 400,000 $ 30,000 State 311,000 262,000 ----------- ----------- $ 711,000 $ 292,000 ----------- ----------- 4. EARNINGS PER SHARE Earnings per share are based upon the weighted average shares outstanding and the Company does not have any dilutive securities. 5. INDUSTRY SEGMENTS Nine months ended March 31, 2001 2000 ----------- ----------- Revenues: Real Estate $11,914,244 $12,823,072 Hotel 4,768,477 4,720,603 Seafood 24,787,936 20,243,569 Textile 9,533,549 8,002,384 Corporate and Other 1,417,178 1,030,678 ----------- ----------- $52,421,384 $46,820,306 =========== =========== 5 THE FIRST REPUBLIC CORPORATION OF AMERICA AND SUBSIDIARIES NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS INDUSTRY SEGMENTS (Continued) Nine months ended March 31, 2001 2000 ------------ ------------ Identifiable Assets: Real Estate $ 33,862,671 $ 41,476,389 Hotel 5,549,173 6,491,849 Seafood 35,528,636 28,120,984 Textile 10,134,965 9,880,093 Corporate 21,298,333 18,212,346 ------------ ------------ $106,373,778 $104,181,661 ============ ============ Results of operations are shown in Managements Discussion and Analysis of Financial Condition and Results of Operations. 6. RELATED PARTY TRANSACTION On October 4, 2000 the Company repaid outstanding loans from related parties, including accrued interest, of $9,688,000. Proceeds from the loans had been used to finance Bluepoints expanded importation and sale of lobster tails. The loans, which bore interest at 8%, had no fixed repayment terms or maturity dates. 7. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES Statement of Financial Accounting Standard No. 133, "Accounting for Derivative Instruments and Hedging Activities" became effective for all fiscal years beginning after June 15, 2000. This pronouncement does not have any effect on the Company's consolidated financial statements and it is not expected that it will have a material effect in the future due to the Company's limited use of derivative instruments or hedges. 8. GAIN ON SALE OF REAL ESTATE HELD FOR RENTAL On October 4, 2000 the Company sold its office building on West 39th Street in New York City for $20,800,000. The Company recognized a gain of approximately $18,630,000 and received net proceeds of approximately $20,050,000. The Company used $9,688,000 of proceeds to repay its indebtedness to related parties. 6 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (IN THOUSANDS) Liquidity and Capital Resources Working capital for the nine months ended March 31, 2001 increased by approximately $15,473. Net cash used in operating activities was approximately $6,178. Net cash used in financing activities was approximately $10,539. Net cash of approximately $17,803 was provided by investing activities. The Company's credit agreement with its principal lender provides for a $9,000 term loan with an interest rate of 7.5% per annum and a $3,000 revolving line of credit with an interest rate equal to either (a) LIBOR plus 2% or, (b) the Alternate Base Rate (as defined) plus 0.50%. These loans are also collateralized by a mortgage on the East Newark Industrial Center. The term loan requires amortization payments of $359 per annum. The term loan matures on October 21, 2002 and the revolving line of credit matures on October 21, 2001. At March 31, 2001 the term loan balance was $7,804 and no amount was outstanding under the revolving line of credit. The Company borrowed funds from related parties to finance expanded importation and sale of lobster tails. At October 4, 2000 the balance, including accrued interest was $9,688. This balance was repaid from proceeds from the sale of the West 39th Street property. On August 31, 1998, the Company obtained a $4,000 construction loan from a bank for its property at 260 Merrimac Street in Newburyport, Massachusetts. The loan was obtained for the purpose of converting the vacant property, formerly occupied by Towle Manufacturing Company into commercial space suitable for rental. Initially $2,685 was borrowed, with $1,315 available to be borrowed when additional space is rented. An additional $670 was borrowed on August 25, 1999. The construction loan, which matured on August 31, 2000 has been extended in anticipation of its conversion to a five year term loan. Interest on the construction loan is at the bank's prime rate from time to time, or at LIBOR plus 1.75% for one to twelve month periods, elected by the Company. Interest on the term loan will be based upon the five year United States Treasury Bond rate plus 1.75%. 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - CONTINUED (IN THOUSANDS) Results of Operations Nine months ended March 31, 2001 and 2000 Income from operations before income taxes, minority interests and gain on sale of real estate decreased $2,185. The components are as follows: (Decrease) 2001 2000 Increase ------- ------- ------- Real Estate $ 2,793 $ 4,156 $(1,363) Hotel 206 413 (207) Seafood (3,277) (2,322) (955) Textiles 10 (268) 278 Corporate (2,725) (2,787) 62 ------- ------- ------- $(2,993) $ (808) $(2,185) ------- ------- ------- REAL ESTATE Revenues decreased $909 as a result of the sale of the Company's office building at 39th Street on October 4, 2000 and its Miami Beach property on May 1, 2000. Earnings decreased $1,363 primarily due to reduced revenues and increased repairs and maintenance at Nyanza $(555). There were no significant variations in any other expense category. Operating profits were substantially the same at all of the other properties. HOTEL Revenues increased $48 over last year. Hotel earnings decreased $207 as a result of higher operating costs of $255. SEAFOOD Revenues increased $4,544 primarily due to an expansion at the Company's Florida operations to include the sale and processing of shrimp and an increase in the sale of fresh seafood products at our Bluepoints Long Island operation. Losses are continuing in the seafood division due primarily to curtailed production at the Company's clam operation, continuing losses in Ecuador due to lower than anticipated shrimp production and a lack of Calico scallops at our Cape Canaveral Florida operation. Losses in Ecuador were $1,984 this year as compared to last years loss of $1,689 due principally to the continuation of White Spot Virus in Ecuador that has decimated that country's shrimp production. Operations in Florida lost $1,150 as compared to a loss last year of $624. Bluepoints Long Island operations had a loss of $143 as compared to a loss of $9 last year. TEXTILES Hanora Spinning's earnings increased $137 to $385 due to higher revenues. Hanora South and J & M Dyers recognized a combined loss of $259 compared to last years combined loss of $371 due to higher revenues. Whitlock Combing incurred a loss of $116 in the current period as compared to a loss of $145 last year relating to its property in South Carolina which is being offered for sale. Overall, textile revenues increased $1,531. CORPORATE/OTHER Corporate expenses, including interest on the Company's term loan and revolving line of credit, decreased by $62. 8 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - CONTINUED (IN THOUSANDS) Results of Operations Three months ended March 31, 2001 and 2000 Income from operations before income taxes and minority interests decreased $1,135. The components are as follows: (Decrease) 2001 2000 Increase ------- ------- ------- Real Estate $ 399 $ 1,070 $ (671) Hotel (156) -- (156) Seafood (1,155) (537) (618) Textiles 63 28 35 Corporate (778) (1,053) 275 ------- ------- ------- $(1,627) $ (492) $(1,135) ------- ------- ------- REAL ESTATE Revenues decreased $482 and earnings decreased $671. The earnings decrease was primarily due to lower revenues as a result of the sale of the Company's office building at 39th Street and its Miami Beach property, increased repairs and maintenance at the Nyanza Building of $49 and an increase in snow removal costs of $106. There were no significant variations in any expense category. HOTEL Revenues decreased $85 over last year. Hotel earnings decreased $156 as a result of higher operating costs and lower revenues. SEAFOOD Revenues increased $513 primarily due to an expansion at the Company's Florida operations to include the selling and processing of shrimp and an increase in sales of fresh seafood products at our Bluepoints Long Island operation. Losses are continuing in the seafood division due primarily to curtailed production at the Company's clam operation, continuing losses in Ecuador due to lower than anticipated shrimp production and a lack of Calico scallops at our Florida operation. Losses in Ecuador were $558 this quarter as compared to last years loss of $694 due principally to the White Spot virus in Ecuador that has decimated that country's shrimp production. Scallop operations in Florida lost $577 as compared to a profit last year of $12. Bluepoints Long Island operations had a loss of $20 as compared to a profit last year of $145. 9 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - CONTINUED (IN THOUSANDS) TEXTILES Hanora Spinning's earnings decreased $35 to $138 for the quarter. Hanora South and J & M Dyers recognized a combined loss of $33 compared to last years loss of $100. Whitlock Combing incurred a loss of $42 in the current period as compared to a loss of $45 last year relating to its property in South Carolina which is being offered for sale. Overall, textile revenues increased $467. CORPORATE/OTHER Corporate expenses, including interest on the Company's term loan and revolving line of credit, decreased by $275 due principally to a reduction in interest costs of $98 and reduced professional fees of $86. FORWARD-LOOKING STATEMENTS Certain statements made in this report may constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21B of the Securities Act of 1934, as amended. Such forward-looking statements include statements regarding the intent, belief or current expectations of the Company and its management and involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among other things, the following: the ability of the Company to increase production at its Ecuadorian shrimp farms and to address the virus problem that is effecting shrim p production in Ecuador, the clam inventory in the Great South Bay, the availability of scallops in the area covered by the Company's Cape Canaveral, Florida operations, demand for the Company's textile services, and general economic and business conditions, which will, among other things, affect the demand for space and rooms at the Company's real estate and hotel properties, the availability and creditworthiness of prospective tenants, lease rents and terms and availability of financing; and adverse changes in the real estate markets, including, among other things, competition with other companies, risk of real estate development and acquisition, governmental actions and initiatives and environmental safety requirements. 10 PART II. OTHER INFORMATION ITEM 6. Exhibits and Reports on Form 8-K. Exhibits: None Reports: There were no reports on Form 8-K filed during the quarter ended March 31, 2001. 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. THE FIRST REPUBLIC CORPORATION OF AMERICA Registrant Date: May 21, 2001 /s/ Norman A. Halper ----------------------------- Norman A. Halper President Date: May 21, 2001 /s/ Harry Bergman ----------------------------- Harry Bergman Treasurer

Six Months Ended December 31, 2000 1999 ---- ----- OPERATING ACTIVITIES Net Income $ 17,354,803 $ 31,530 Adjustments to Reconcile Net Income to Cash Used in Operating Activities: Gain on Sale or of Real Estate held for Rental (18,629,597) -- Depreciation and Amortization 2,086,579 2,406,433 Minority Interests' Share of Loss in Subsidiaries (799,601) (534,933) Changes in Operating Assets and Liabilities: Increase in Accounts Receivables (3,849,865) (2,489,578) Increase in Inventories (5,500,264) (4,444,625) Increase in Other Current Assets (408,758) (6,885) Increase in Accounts Payable 2,158,501 269,477 (Decrease) Increase in Other Liabilities (639,042) 11,992 ------------ ------------ NET CASH USED IN OPERATIONS (8,227,244) (4,756,589) ------------ ------------ INVESTING ACTIVITIES Purchase of Property, Plant and Equipment (2,542,215) (2,152,634) Investment in and Advances to Affiliated Entities-Net 1,117,078 (443,000) Proceeds from Sale of Real Estate Held for Rental 20,050,000 -- ------------ ------------ NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES 18,624,863 (2,595,634) ------------ ------------ FINANCING ACTIVITIES Proceeds from Mortgages and Notes Payable to Banks -- 670,000 Payments on Mortgages and Notes Payable to Banks (767,167) (933,906) Other Financing Activities (Note 6) (9,550,000) 7,674,832 ------------ ------------ NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES (10,317,167) 7,410,926 ------------ ------------ INCREASE IN CASH AND CASH EQUIVALENTS 80,452 58,703 Cash and Cash Equivalents at Beginning of Period 2,302,713 1,506,113 ------------ ------------ CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 2,383,165 $ 1,564,816 ============ ============

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