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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended December 31, 2002 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 February 12, 2003, there were 667,534 shares of common stock outstanding.
PART 1. FINANCIAL INFORMATION
-----------------------------
ITEM 1. FINANCIAL INFORMATION
-----------------------------
THE FIRST REPUBLIC CORPORATION OF AMERICA
-----------------------------------------
AND SUBSIDIARIES
----------------
CONDENSED CONSOLIDATED BALANCE SHEETS
-------------------------------------
DECEMBER 31, JUNE 30,
2002 2002
---- ----
(UNAUDITED) (SEE NOTE BELOW)
ASSETS
- ------
Current Assets
Cash and Cash Equivalents $1,223,976 $3,401,100
Accounts Receivable, net 6,904,237 5,543,019
Inventories - Note 2 8,919,496 7,405,726
Other Current Assets 7,426,743 5,897,496
--------- ---------
Total Current Assets 24,474,452 22,247,341
---------- ----------
Property, Plant and Equipment 74,803,897 73,693,612
Less: Accumulated Depreciation 34,092,595 32,995,059
---------- ----------
Net Property, Plant and Equipment 40,711,302 40,698,553
---------- ----------
Investments in and Advances to Affiliated Entities 18,070,137 16,351,065
Other Assets 20,102,440 19,684,857
---------- ----------
TOTAL ASSETS $103,358,331 $98,981,816
============ ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current Liabilities $12,413,156 $6,113,261
----------- ----------
Long-Term Debt 23,204,541 24,043,987
---------- ----------
Other Liabilities 2,008,107 2,023,147
--------- ---------
Stockholders' Equity:
Common Stock 1,175,261 1,175,261
Other Stockholders' Equity 64,557,266 65,626,160
---------- ----------
Total Stockholders' Equity 65,732,527 66,801,421
---------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $103,358,331 $98,981,816
============ ===========
NOTE: THE BALANCE SHEET AT JUNE 30, 2002 HAS BEEN DERIVED FROM THE AUDITED
FINANCIAL STATEMENTS AT THAT DATE AND CONDENSED.
SEE NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
THE FIRST REPUBLIC CORPORATION OF AMERICA
-----------------------------------------
AND SUBSIDIARIES
----------------
CONSOLIDATED STATEMENTS OF OPERATIONS
-------------------------------------
(UNAUDITED)
----------
SIX MONTHS ENDED
DECEMBER 31,
2002 2001
---- ----
Revenues
Sales-Textile and Seafood $16,367,561 $19,554,671
Real Estate and Hotel Operations 10,809,430 10,681,329
Other 942,343 1,014,255
------- ---------
Total Revenues 28,119,334 31,250,255
---------- ----------
Expenses
Cost of Sales - textile and seafood 16,109,022 19,811,827
Operating-real estate and hotel 5,368,852 5,020,855
Selling, general and administrative - Note 6 4,162,263 3,805,900
Depreciation and amortization 1,870,924 2,149,564
Real estate taxes 876,189 957,972
Interest 994,076 1,112,896
Minority interests' share of loss of subsidiaries (924,668) (842,575)
-------- ---------
Total Expenses 28,456,658 32,016,439
---------- ----------
Loss before income taxes and
equity in loss of affiliated entities and gain on sale (337,324) (766,184)
Equity in loss of affiliated entities (476,353) (214,100)
Gain on sale of real estate -- 177,855
Income taxes - Note 3 (250,000) (200,000)
-------- ---------
Net Loss ($1,063,677) ($1,002,429)
=========== ===========
Loss per share:
Net Loss - basic and diluted - Note 4 ($1.59) ($1.50)
====== =======
Weighted Average shares outstanding
Basic and diluted 667,552 668,446
======= =======
THREE MONTHS ENDED
DECEMBER 31,
2002 2001
---- ----
Revenues
Sales-Textile and Seafood $9,411,769 $11,745,318
Real Estate and Hotel Operations 5,422,904 5,305,493
Other 523,617 491,390
------- -------
Total Revenues 15,358,290 17,542,201
---------- ----------
Expenses
Cost of Sales - textile and seafood 9,050,912 11,660,337
Operating-real estate and hotel 2,759,983 2,541,220
Selling, general and administrative - Note 6 2,424,078 2,026,285
Depreciation and amortization 935,599 1,079,159
Real estate taxes 428,628 480,043
Interest 488,004 531,225
Minority interests' share of loss of subsidiaries (435,199) (334,692)
--------- ---------
Total Expenses 15,652,005 17,983,577
---------- ----------
Loss before income taxes and
equity in loss of affiliated entities and gain on sale (293,715) (441,376)
Equity in loss of affiliated entities (223,685) (117,605)
Gain on sale of real estate -- 177,855
Income taxes - Note 3 (150,000) (100,000)
--------- ---------
Net Loss ($667,400) ($481,126)
========= ========
Loss per share:
Net Loss - basic and diluted - Note 4 ($1.00) ($0.72)
====== =======
Weighted Average shares outstanding
Basic and diluted 667,534 668,355
======= =======
SEE NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FIRST REPUBLIC CORPORATION OF AMERICA
-------------------------------------
AND SUBSIDIARIES
----------------
CONSOLIDATED STATEMENT OF CASH FLOWS
------------------------------------
(UNAUDITED)
----------
SIX MONTHS ENDED
DECEMBER 31,
2002 2001
---- ----
OPERATING ACTIVITIES
Net Loss ($1,063,677) ($1,002,429)
Adjustments to Reconcile Net Loss to
Cash Used in Operating Activities:
Gain on Sale of Real Estate -- (177,855)
Depreciation and Amortization 1,870,924 2,149,564
Donation of Land 457,335 --
Minority Interests' Share of Loss in
Subsidiaries (924,668) (842,575)
Changes in Operating Assets and Liabilities:
Increase in Accounts Receivables (1,361,218) (1,365,736)
(Increase) Decrease in Inventories (1,513,770) 578,485
Increase in Other Current Assets (1,529,247) (372,457)
Increase (Decrease) in Current Liabilities 49,895 (1,479,911)
Decrease in Other Liabilities (15,040) (421,893)
-------- --------
NET CASH USED IN OPERATIONS (4,029,466) (2,934,807)
----------- ----------
INVESTING ACTIVITIES
Purchase of Property, Plant and Equipment (2,341,008) (1,629,106)
Other (1,211,987) (474,953)
Proceeds from Sale of Real Estate -- 1,620,719
---------- ---------
NET CASH USED IN INVESTING ACTIVITIES (3,552,995) (483,340)
----------- --------
FINANCING ACTIVITIES
Proceeds from Notes Payable to Bank 2,750,000 1,250,000
Payments on Mortgages and Notes Payable to Bank (839,446) (802,179)
Proceeds from Related Party 3,500,000 --
Other Financing Activities (5,217) (11,425)
------ -------
NET CASH PROVIDED BY FINANCING ACTIVITIES 5,405,337 436,396
--------- -------
DECREASE IN CASH AND CASH EQUIVALENTS (2,177,124) (2,981,751)
Cash and Cash Equivalents at Beginning of Period 3,401,100 5,169,899
--------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $1,223,976 $2,188,148
========== ==========
SEE NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
THE FIRST REPUBLIC CORPORATION OF AMERICA
-----------------------------------------
AND SUBSIDIARIES
----------------
NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------
1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
-------------------------------------------
The accompanying unaudited condensed financial statements have been prepared in
accordance with accounting principles generally accepted in the United States
for interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by accounting principles generally accepted
in the United States 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
six month period ended December 31, 2002 are not necessarily indicative of the
results that may be expected for the year ended June 30, 2003. For further
information, refer to the consolidated financial statements and footnotes
thereto included in the Company's Annual Report on Form 10-K for the year ended
June 30, 2002.
2. INVENTORIES
-----------
DECEMBER 31, JUNE 30,
2002 2002
---- ----
Work-in process and
raw materials $ 1,687,628 $ 1,458,175
Finished goods 7,231,868 5,947,551
------------- --------------
$ 8,919,496 $ 7,405,726
- ------------- ------------- --------------
3. INCOME TAXES
------------
SIX MONTHS ENDED
DECEMBER 31,
2002 2001
---- ----
Federal $ 50,000 $ --
State 200,000 200,000
--------- --------
$ 250,000 $200,000
--------- --------
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
-----------------
SIX MONTHS ENDED
DECEMBER 31,
2002 2001
----- ----
Revenues:
Real Estate $ 7,313,744 $ 7,494,444
Hotel 3,495,686 3,186,885
Seafood 11,964,285 14,577,216
Textile 4,403,276 4,977,455
Corporate and Other 942,343 1,014,255
---------- -----------
$ 28,119,334 $31,250,255
========== ===========
THE FIRST REPUBLIC CORPORATION OF AMERICA
-----------------------------------------
AND SUBSIDIARIES
----------------
NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------
CONTINUED
---------
DECEMBER 31,
2002 2001
---- ----
Identifiable Assets:
Real Estate $ 32,327,579 $32,293,209
Hotel 4,011,376 4,734,623
Seafood 34,815,190 33,642,356
Textile 7,886,357 8,865,873
Corporate 24,317,829 22,628,229
------------ -----------
$103,358,331 $102,164,290
============ ===========
6. PROPERTY, PLANT AND EQUIPMENT
-----------------------------
In July 2002, the Company ceased clamming on certain underwater land in Long
Island, New York. On December 19, 2002, the Company donated approximately 12,000
acres of underwater land to the Nature Conservancy, Inc., a non-profit
corporation. The Company's $457,335 basis in the underwater beds was recorded as
an expense in selling general and administrative expenses.
Results of operations are shown in Management's Discussion and Analysis of
Financial Condition and Results of Operations.
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
-----------------------------------------------------------
AND RESULTS OF OPERATIONS
-------------------------
(IN THOUSANDS)
-------------
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
Working capital for the six months ended December 31, 2002 decreased by
approximately $4,073 to $12,061. Net cash used in operating activities was
approximately $4,029. Net cash provided by financing activities was
approximately $5,405. Net cash of approximately $3,553 was used in investing
activities.
On October 31, 2002 the Company paid approximately $960 for a parcel of land
adjacent to our Greensboro South Shopping Center. This parcel, combined with
approximately 3/4 of an acre of land from our shopping Center, was net leased
for a minimum of 25 years to a developer at an annual rent of $127. The
developer in turn has a long term lease with a major drug store chain.
On November 14, 2002 the Company made a final payment of $1,175 for a total
investment of $1,500 in a joint venture that is building a store for a major
supermarket chain in Worcester, Massachusetts. The Company has also guaranteed a
$8,450 construction loan obtained by the joint venture and is entitled to
receive a minimum quarterly distribution of a 12% per annum preferential return
on its investment, payable quarterly when the tenant begins to pay rent.
The Company borrowed $3,500 from an entity controlled by a major stockholder to
finance Bluepoints importation and sale of lobster tails. The loan bears
interest at prime +1% and has no fixed repayment terms or maturity dates.
The Company's credit agreement with its principal lender provided 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% (fixed at 3.5% at December 31,
2002). These loans are also collateralized by a mortgage on the East Newark
Industrial Center. The term loan requires amortization payments of $359 per
annum. Both loans matured on October 21, 2002 and were extended to January 13,
2003 when the Company and its lender extended the term loan until October 21,
2007 with the same amortization schedule and a fixed interest rate of 5.53% per
annum. The revolving line of credit of $3,000 was extended until October 21,
2005 with the same interest rate options as the old loan. At December 31, 2002
the term loan balance was $7,176 and $2,750 was outstanding under the revolving
line of credit.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
-----------------------------------------------------------
AND RESULTS OF OPERATIONS - CONTINUED
-------------------------------------
(IN THOUSANDS)
-------------
RESULTS OF OPERATIONS
- ---------------------
SIX MONTHS ENDED DECEMBER 31, 2002 AND 2001
-------------------------------------------
Loss from operations before income taxes, gain on sale of real estate and
minority interests decreased $85. The components are as follows
(DECREASE)
2002 2001 INCREASE
---- ---- --------
Real Estate $ 2,065 $ 2,273 $ (208)
Hotel 319 148 171
Seafood (2,069) (2,262) 193
Textiles 25 (333) 358
Corporate (2,078) (1,649) (429)
------- ------- ------
$(1,738) $(1,823) $ 85
------- ------- ------
REAL ESTATE
- -----------
Revenues decreased $181 and earnings decreased $208.
HOTEL
- -----
Revenues increased $309 over last year. Hotel earnings increased $171 as a
result of the higher revenues.
SEAFOOD
- -------
Revenues decreased $2,613 in the current period. Losses continued in the
seafood division due primarily to costs associated with the cessation of
clamming of certain underwater land in Long Island, New York in July 2002,
continuing losses in Ecuador due to lower than anticipated shrimp production,
and losses at our Florida operation caused by a lack of domestic scallops.
Losses in Ecuador were $1,157 this year as compared to last years loss of $1,419
due principally to the continuation of the White Spot Virus in Ecuador that has
decimated that country's shrimp production. Scallop operations in Florida lost
$160 as compared to a loss last year of $754. Bluepoints domestic operations had
a loss of $752 as compared to a loss of $89 last year. Losses increased in our
domestic operations as a result of the costs associated with the cessation of
clamming on certain underwater land in Long Island, New York in July 2002, and
the donation of our underwater clam beds ($457 basis) to the Nature Conservancy
Inc., a non-profit corporation in December 2002.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
-----------------------------------------------------------
AND RESULTS OF OPERATIONS - CONTINUED
-------------------------------------
(IN THOUSANDS)
--------------
TEXTILES
- --------
Hanora Spinning's earnings increased $2 to $246. Hanora South and J & M
Dyers recognized a combined loss of $141 compared to last years loss of $503
due to costs incurred last year in closing down our yarn spinning plant in
Lake City, South Carolina in September 2001. Losses were reduced as a result
of the closing and subsequent sale of the Hanora South plant last year.
Whitlock Combing incurred a loss of $80 in the current period as compared to a
loss of $74 last year relating to its property in South Carolina which is
being offered for sale. Overall, textile revenues decreased $574.
CORPORATE/OTHER
- ---------------
Corporate expenses, including interest on the Company's term loan and
revolving line of credit, increased by $429 due substantially to a reduction
in interest income of $240 and in miscellaneous income received last year.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
-----------------------------------------------------------
AND RESULTS OF OPERATIONS - CONTINUED
-------------------------------------
(IN THOUSANDS)
--------------
RESULTS OF OPERATIONS
- ---------------------
THREE MONTHS ENDED DECEMBER 31, 2002 AND 2001
---------------------------------------------
Loss from operations before income taxes, gain on sale of real estate and
minority interests increased $58. The components are as follows:
(DECREASE)
2002 2001 INCREASE
---- ---- --------
Real Estate $ 966 $ 1,090 $ (124)
Hotel 129 45 84
Seafood (964) (981) 17
Textiles (7) (113) 106
Corporate (1,076) (935) (141)
-------- -------- ---------
$ (952) $ (894) $ (58)
-------- -------- ---------
REAL ESTATE
- -----------
Revenues decreased $86 and earnings decreased $124.
HOTEL
- -----
Revenues increased $173 over last year. Hotel earnings increased $84 as a
result of the higher revenues.
SEAFOOD
- -------
Revenues decreased $2,274 in the current period. Losses in the seafood
division were due to the donation in December 2002 of our underwater clamming
beds ($457 basis) in Long Island, New York, continuing losses in Ecuador due to
lower than anticipated shrimp production and losses at our Florida operation,
caused by a lack of domestic scallops. Losses in Ecuador were $411 this year as
compared to last years loss of $693. Scallop operations in Florida lost $29 as
compared to a loss last year of $425. Bluepoints domestic operations had a loss
of $524 as compared to a profit of $137 last year.
TEXTILES
- --------
Hanora Spinning's earnings decreased $29 to $121. Hanora South and J & M Dyers
recognized a combined loss of $88 compared to last years loss of $226 due to
costs incurred last year in closing down our yarn spinning plant in Lake City,
South Carolina. Whitlock Combing incurred a loss of $40 in the current period as
compared to a loss of $37 last year relating to its property in South Carolina
which is being offered for sale. Overall, textile revenues decreased $440.
CORPORATE/OTHER
- ---------------
Corporate expenses, including interest on the Company's term loan and revolving
line of credit, increased by $141 due substantially to a reduction in interest
income of $150.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
-----------------------------------------------------------
AND RESULTS OF OPERATIONS - CONTINUED
-------------------------------------
(IN THOUSANDS)
-------------
CRITICAL ACCOUNTING POLICIES
- ----------------------------
Management's discussion and analysis of financial condition and results of
operations is based upon the Company's consolidated financial statements, which
have been prepared in accordance with accounting principals generally accepted
in the United States. The preparation of these financial statements requires
management to make estimates and judgments that affect the reported amounts of
assets, liabilities, revenues and expenses. The Company bases its estimates on
historical experience and assumptions that are believed to be reasonable under
the circumstances, the results of which form the basis for making judgments
about the carrying value of assets and liabilities that are not readily apparent
from other sources. Actual results may differ from these estimates under
different assumptions or conditions. The Company believes the following critical
accounting policies affect its significant judgments and estimates used in the
preparation of its consolidated financial statements.
VALUATION OF PROPERTY HELD FOR USE AND SALE
On a quarterly basis, the Company reviews the carrying value of both properties
held for use and for sale. The Company records impairment losses and reduces the
carrying value of properties when indicators of impairment are present and the
expected undiscounted cash flows related to those properties are less than their
carrying amounts. In cases where the Company reduces its carrying cost to fair
value, and for properties held for sale, the Company reduces its carrying value
to fair value less costs to sell. Management does not believe that the value of
its properties are impaired as of December 31, 2002.
VALUATION OF INVESTMENTS IN AND ADVANCES TO AFFILIATED ENTITIES
On a quarterly basis, the Company reviews the carrying value of the investments
in and advances to affiliated entities. Although the seafood operations of the
Company (particularly the Ecuadorian seafood operations) continue to generate
operating losses management believes that the investments that is currently
making will return the operations to profitability. If the Company is
unsuccessful in its efforts, an impairment write-down, which may be material,
will be required. Management does not believe that the carrying amount of the
investments in and advances to affiliated entities are impaired as of December
31, 2002.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
-----------------------------------------------------------
AND RESULTS OF OPERATIONS - CONTINUED
-------------------------------------
(IN THOUSANDS)
--------------
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 affecting shrimp
production in Ecuador, the availability of scallops in the area covered by the
Company's Cape Canaveral, Florida operations, the success of the Company's
Mariculture System, Tolerine product and micro-screening efforts, 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.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
-----------------------------------------------------------
INTEREST EXPENSE ON THE COMPANY'S VARIABLE RATE DEBT AS OF
DECEMBER 31, 2002 WOULD INCREASE BY $35 ANNUALLY FOR A 1%
INCREASE IN INTEREST RATES.
ITEM 4. CONTROLS AND PROCEDURES
-----------------------
WITHIN 90 DAYS OF THE FILING OF THIS REPORT THE CHIEF EXECUTIVE
OFFICER AND THE CHIEF FINANCIAL OFFICER OF THE COMPANY HAVE
EVALUATED THE DISCLOSURE CONTROLS AND PROCEDURES OF THE COMPANY
AS DEFINED IN EXCHANGE ACT RULE 13 A-14(C) AND HAVE DETERMINED
THAT SUCH CONTROLS AND PROCEDURES ARE ADEQUATE AND EFFECTIVE.
SINCE THE MOST RECENT EVALUATION, THERE HAVE BEEN NO SIGNIFICANT
CHANGES IN THE COMPANY'S INTERNAL CONTROLS OR OTHER FACTORS THAT
COULD SIGNIFICANTLY AFFECT THOSE CONTROLS.
PART II. OTHER INFORMATION
--------------------------
ITEM 1. LEGAL PROCEEDINGS
THERE HAVE BEEN NO MATERIAL LEGAL PROCEEDINGS BEYOND THOSE PREVIOUSLY
DISCLOSED IN THE REGISTRANT'S FILED ANNUAL REPORT ON FORM 10-K FOR THE YEAR
ENDED JUNE 30, 2002.
ITEM 2. CHANGES IN SECURITIES
NONE
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
NONE
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
THE COMPANY'S ANNUAL MEETING OF THE STOCKHOLDERS (THE "MEETING") WAS HELD
AT 2:00 P.M. ON DECEMBER 10, 2002. IN CONNECTION WITH THE MEETING, THE COMPANY
SOLICITED PROXIES FROM ITS STOCKHOLDERS PURSUANT TO REGULATION 14 OF THE
SECURITIES EXCHANGE ACT OF 1934.
AT THE MEETING, HARRY BERGMAN, IRVING S. BOBROW, NORMAN A. HALPER, ROBERT
NIMKOFF, MIRIAM N. ROSEN, JONATHAN P. ROSEN, WILLIAM M. SILVERMAN AND JANE G.
WEIMAN WERE ELECTED TO SERVE AS DIRECTORS OF THE COMPANY UNTIL THE NEXT ANNUAL
MEETING OF STOCKHOLDERS IN 2003.
IN ADDITION, THE APPOINTMENT OF ERNST & YOUNG AS AUDITORS OF THE COMPANY
FOR THE FISCAL YEAR ENDING JUNE 30, 2003 WAS RATIFIED BY THE COMPANY'S
STOCKHOLDERS.
THE FOLLOWING TABLES SUMMARIZE THE VOTES CAST AT THE MEETING ON THE
MATTERS BROUGHT BEFORE THE SHAREHOLDERS.
6. Election of Directors
Nominee Name Votes For Votes Withheld
Harry Bergman 557,867 6,551
Irving S. Bobrow 557,867 6,551
Norman A. Halper 557,867 6,551
Robert Nimkoff 557,867 6,551
Miriam N. Rosen 557,867 6,551
Jonathan P. Rosen 557,867 6,551
William M. Silverman 557,867 6,551
Jane G. Weiman 557,867 6,551
7. Ratification of Ernst & Young, LLP as independent certified public
accountants of the Company for fiscal year 2003.
Votes For Votes Against Votes Withheld
538,875 19,222 6,321
ITEM 5. Other Information
None
ITEM 6. Exhibits and Reports on Form 8-K.
(a) Exhibits:
--------
99.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(b) Form 8-K
--------
No reports on Form 8-K were required to be filed during the period
covered by this report.
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: February 14, 2003 /s/ Harry Bergman
------------------
Harry Bergman
President and Treasurer
CERTIFICATION
I, Harry Bergman, certify that:
1. I have reviewed this quarterly report on Form 10-Q of The First Republic
Corporation of America;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: 2/18/03 /s/ Harry Bergman
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Harry Bergman
Chief Financial and Chief Accounting Officer
CERTIFICATION
I, Jonathan P. Rosen, certify that:
1. I have reviewed this quarterly report on Form 10-Q of The First Republic
Corporation of America;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: 2/18/03 /s/ Johnathan P. Rosen
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Jonathan P. Rosen
Chief Executive Officer