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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, 2003 Commission File Number 0-1437
- ------------------------------------------------------------------------------------------------------------------------------
THE FIRST REPUBLIC CORPORATION OF AMERICA
- ------------------------------------------------------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 13-1938454
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
302 Fifth Avenue, New York, NY 10001
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (212) 279-6100
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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 12, 2003, there were 666,860 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
MARCH 31, JUNE 30,
2003 2002
---- ----
(UNAUDITED) (SEE NOTE BELOW)
ASSETS
Current Assets
Cash and Cash Equivalents $ 2,959,680 $ 3,401,100
Accounts Receivable, net 5,002,341 5,543,019
Inventories - Note 2 8,808,995 7,405,726
Other Current Assets 6,906,447 5,897,496
-------------- ------------
Total Current Assets 23,677,463 22,247,341
-------------- ------------
Property, Plant and Equipment 74,517,883 73,693,612
Less: Accumulated Depreciation 34,613,731 32,995,059
-------------- ------------
Net Property, Plant and Equipment 39,904,152 40,698,553
-------------- ------------
Investments in and Advances to Affiliated Entities 18,305,272 16,351,065
Other Assets 20,002,778 19,684,857
-------------- ------------
TOTAL ASSETS $ 101,889,665 $ 98,981,816
============== ============
Liabilities and Stockholders' Equity
Current Liabilities $ 12,549,319 $ 6,113,261
-------------- ------------
Long-Term Debt 23,077,603 24,043,987
-------------- ------------
Other Liabilities - Note 5 2,099,593 2,023,147
-------------- ------------
Stockholders' Equity:
Common Stock 1,175,261 1,175,261
Accumulated Other Comprehensive Loss - Note 6 (880,556) (609,000)
Other Stockholders' Equity 63,868,445 66,235,160
-------------- ------------
Total Stockholders' Equity 64,163,150 66,801,421
-------------- ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 101,889,665 $ 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
Nine months ended Three months ended
March 31, March 31,
2003 2002 2003 2002
---- ---- ---- ----
Revenues
Sales-Textile and Seafood $ 22,259,129 $ 29,873,154 $ 5,891,568 $ 10,318,483
Real Estate and Hotel Operations 15,871,524 15,805,277 5,062,094 5,123,948
Other 1,447,768 1,178,852 505,425 164,597
------------ ------------ ----------- ------------
Total Revenues 39,578,421 46,857,283 11,459,087 15,607,028
------------ ------------ ----------- ------------
Expenses
Cost of Sales - textile and seafood 22,331,744 29,964,214 6,222,722 10,152,387
Operating-real estate and hotel 8,364,946 7,528,265 2,996,094 2,507,410
Selling, general and administrative - Note 8 6,082,068 5,698,145 1,919,805 1,892,245
Depreciation and amortization 2,810,424 3,180,769 939,500 1,031,205
Real estate taxes 1,303,952 1,385,314 427,763 427,342
Interest 1,493,595 1,611,478 499,519 498,582
Minority interests' share of loss of subsidiaries (1,450,565) (1,419,337) (525,897) (576,762)
------------ ------------ ----------- ------------
Total Expenses 40,936,164 47,948,848 12,479,506 15,932,409
------------ ------------ ----------- ------------
Loss before income taxes and
equity in loss of affiliated entities and gain on sale (1,357,743) (1,091,565) (1,020,419) (325,381)
Equity in loss of affiliated entities (753,755) (703,644) (277,402) (489,544)
Gain on sale of real estate -- 177,855 -- --
Income taxes - Note 3 (250,000) (300,000) -- (100,000)
------------ ------------ ----------- ------------
Net Loss $ (2,361,498) $ (1,917,354) $(1,297,821) $ (914,925)
============= ============= =========== ============
Loss per share:
Net Loss - basic and diluted - Note 4 $ (3.54) $ (2.87) $ (1.95) $ (1.37)
============ ============ =========== ============
Weighted Average shares outstanding
Basic and diluted 667,546 668,240 667,534 667,819
------------ ------------ ----------- ------------
SEE NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
THE FIRST REPUBLIC CORPORATION OF AMERICA
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED
Nine months ended
March 31,
2003 2002
---- ----
OPERATING ACTIVITIES
NET LOSS $ (2,361,498) $ (1,917,354)
Adjustments to Reconcile Net Loss to
Cash Used in Operating Activities:
Gain on Sale of Real Estate -- (177,855)
Donation of Land 457,335 --
Depreciation and Amortization 2,810,424 3,180,769
Writedown of Property 300,000 --
Minority Interests' Share of Loss in
Subsidiaries (1,450,565) (1,419,337)
Changes in Operating Assets and Liabilities:
Decrease (Increase) in Accounts Receivables 540,678 (1,242,365)
(Increase) Decrease in Inventories (1,403,269) 2,166,012
Increase in Other Current Assets (1,008,951) (703,209)
Increase (Decrease) in Current Liabilities 186,058 (1,796,141)
Decrease in Other Liabilities (195,110) (575,726)
------------ ------------
NET CASH USED IN OPERATIONS (2,124,898) (2,485,206)
------------ ------------
INVESTING ACTIVITIES
Purchase of Property, Plant and Equipment (2,773,358) (1,515,238)
Other (821,563) 254,924
Proceeds from Sale of Real Estate -- 1,620,719
------------ ------------
NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES (3,594,921) 360,405
------------ ------------
FINANCING ACTIVITIES
Proceeds from Notes Payable to Bank 2,750,000 --
Payments on Mortgages and Notes Payable to Bank (966,384) (1,046,482)
Proceeds from Related Party 3,500,000 --
Other Financing Activities (5,217) (44,538)
------------ ------------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 5,278,399 (1,091,020)
------------ ------------
DECREASE IN CASH AND CASH EQUIVALENTS (441,420) (3,215,821)
Cash and Cash Equivalents at Beginning of Period 3,401,100 5,169,899
------------ ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 2,959,680 $ 1,954,078
============ ============
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
nine month period ended March 31, 2003 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
MARCH 31, JUNE 30,
2003 2002
---- ----
Work-in process and
raw materials $ 1,596,150 $ 1,458,175
Finished goods 7,212,845 5,947,551
------------ ------------
$ 8,808,995 $ 7,405,726
------------ ------------
3. INCOME TAXES
NINE MONTHS ENDED
MARCH 31,
2003 2002
---- ----
Federal $ -- $ --
State 250,000 300,000
---------- ---------
$ 250,000 $ 300,000
---------- ---------
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. INTEREST RATE SWAP AGREEMENT
In connection with the extension of its term loan, on January 13, 2003 the
Company entered into an interest rate swap agreement effectively fixing the
underlying LIBOR rate at 3.78% and the all-in interest rate at 5.53% per annum
on the $7,276,100 term loan through October 1, 2007.
As of March 31, 2003, an unrealized loss of $271,556 represented the fair value
of the aforementioned derivative and was reflected in accumulated other
comprehensive loss and other liabilities in the accompanying balance sheet at
March 31, 2003.
THE FIRST REPUBLIC CORPORATION OF AMERICA
AND SUBSIDIARIES
NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
CONTINUED
The fair value of this instrument is based upon the estimated amount the Company
would receive or pay to terminate the contract as of March 31, 2003 and is
determined using interest rate market pricing models.
The Company's interest rate swap agreement is designated as a cash flow hedge
and hedges the future cash outflows on the term loan. Interest rate swaps that
convert variable payments to fixed payments, interest rate caps, floors and
collars are cash flow hedges. The unrealized gains and losses in the fair value
of these hedges are reported on the balance sheet with a corresponding
adjustment to either accumulated other comprehensive income or earnings
depending on the type of hedging relationship. For cash flow hedges, offsetting
gains and losses are reported in accumulated other comprehensive income. Over
time, the unrealized gains and losses held in accumulated other comprehensive
income will be reclassified to earnings. This reclassification occurs over the
same time period in which the hedged items affect earnings.
6. COMPREHENSIVE LOSS
Comprehensive loss for the nine months ended March 31, 2003 totaled $2,633,054
and was comprised of net loss of $2,361,498 and other comprehensive loss related
to the changes in the fair value of the derivative instrument of $271,556. For
the year ended June 30, 2002, the Company had no items of other comprehensive
income or loss requiring additional disclosure.
7. INDUSTRY SEGMENTS
NINE MONTHS ENDED
MARCH 31,
2003 2002
---- ----
Revenues:
Real Estate $ 10,988,501 $11,167,334
Hotel 4,883,023 4,637,943
Seafood 15,721,976 22,064,067
Textile 6,537,153 7,809,087
Corporate and Other 1,447,768 1,178,852
------------ -----------
$ 39,578,421 $46,857,283
============ ===========
MARCH 31,
2003 2002
---- ----
Identifiable Assets:
Real Estate $ 31,668,277 $ 31,936,083
Hotel 3,850,693 4,620,323
Seafood 33,762,415 30,773,952
Textile 7,413,135 8,832,176
Corporate and other 25,195,145 22,999,352
------------ ------------
$101,889,665 $ 99,161,886
============ ============
THE FIRST REPUBLIC CORPORATION OF AMERICA
AND SUBSIDIARIES
NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
CONTINUED
8. PROPERTY, PLANT AND EQUIPMENT
In July 2002, the Company ceased clamming activities 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.
9. SUBSEQUENT EVENT
On April 6, 2003 the Company entered into an agreement to sell its property
located in Allendale, South Carolina for $200,000, net of all closing costs.
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 nine months ended March 31, 2003 decreased by
approximately $5,006 to $11,128. Net cash used in operating activities was
approximately $2,725. Net cash provided by financing activities was
approximately $5,278. Net cash of approximately $3,595 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 the importation and sale of lobster tails ($1,000 was repaid on April
23, 2003). 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%. 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 further
extended the term loan until October 21, 2007 with the same amortization
schedule and interest rate of LIBOR plus 1.75%. At the same time, the Company
entered into an interest rate swap agreement which fixed the all-in interest
rate on the term loan at 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 March 31, 2003 the term loan balance was $7,216 and $2,750 was
outstanding under the revolving line of credit which bore interest at 3.375% at
March 31, 2003.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS - CONTINUED
(IN THOUSANDS)
RESULTS OF OPERATIONS
NINE MONTHS ENDED MARCH 31, 2003 AND 2002
Loss from operations before income taxes, gain on sale of real estate and
minority interests increased $347. The components are as follows
(DECREASE)
2003 2002 INCREASE
---- ---- --------
Real Estate $ 2,709 $ 3,365 $ (656)
Hotel 256 144 112
Seafood (3,280) (3,829) 549
Textiles (247) (178) (69)
Corporate (3,000) (2,717) (283)
------- ------- ------
$(3,562) $(3,215) $ (347)
------- ------- ------
REAL ESTATE
Revenues decreased $179 and earnings decreased $656 due to the lower
revenues and increased snow removal costs of $204 and utility costs of $289 as a
result of the harsh winter and numerous snowstorms.
HOTEL
Revenues increased $245 over last year. Hotel earnings increased $112 as a
result of the higher revenues.
SEAFOOD
Revenues decreased $6,342 in the current period. Losses continued in the
seafood division due primarily to costs associated with the cessation of
clamming activities at 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 $2,179 this year as compared to last years loss
of $2,498 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 $243 as compared to a loss last year of $988. Bluepoints domestic
operations had a loss of $858 as compared to a loss of $343 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 decreased $109 to $355. Hanora South and J & M
Dyers recognized a combined loss of $230 compared to last years loss of $543 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 $372 (including an additional writedown of its
building by $300) in the current period as compared to a loss of $99 last year
relating to its property in South Carolina which is being offered for sale.
Overall, textile revenues decreased $1,272.
CORPORATE/OTHER
Corporate expenses, including interest on the Company's term loan and
revolving line of credit, increased by $283 due substantially to a reduction 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 MARCH 31, 2003 AND 2002
Loss from operations before income taxes, gain on sale of real estate and
minority interests increased $432. The components are as follows:
(DECREASE)
2003 2002 INCREASE
---- ---- --------
Real Estate $ 644 $ 1,092 $ (448)
Hotel (63) (4) (59)
Seafood (1,211) (1,567) 356
Textiles (272) 155 (427)
Corporate (922) (1,068) 146
-------- -------- --------
$ (1,824) $ (1,392) $ (432)
-------- -------- --------
REAL ESTATE
Revenues increased $2 and earnings decreased $448 due primarily to
increased snow removal and utility costs of $371 due to the harsh winter.
HOTEL
Revenues decreased $64 over last year, and earnings decreased $59 as a
result of the lower revenues.
SEAFOOD
Revenues decreased $3,729 in the current period. Losses in the seafood
division were due to 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 $1,022 this year as compared to last
years loss of $1,079. Scallop operations in Florida lost $83 as compared to a
loss last year of $234. Bluepoints domestic operations had a loss of $106 as
compared to a loss of $254 last year.
TEXTILES
Hanora Spinning's earnings decreased $209 to $109. Hanora South and J & M
Dyers recognized a combined loss of $89 compared to last years loss of $40.
Whitlock Combing incurred a loss of $292 (including an additional writedown of
its building by $300) in the current period as compared to a loss of $25 last
year relating to its property in South Carolina which is being offered for sale.
Overall, textile revenues decreased $698.
CORPORATE/OTHER
Corporate expenses, including interest on the Company's term loan and
revolving line of credit, decreased by $146 due substantially to a reduction in
salary expense of $112.
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. During the current quarter in connection with
the contract to sell property located in South Carolina, the Company recognized
an impairment loss of $300,000 to write the value down to its net realizable
value, less costs to sell. Management does not believe that the value of its
remaining properties are impaired as of March 31, 2003.
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 it 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 March 31,
2003.
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 MARCH
31, 2003 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 13a-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
NONE
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: MAY 16, 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: May 16, 2003 /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: May 16, 2003 /s/ Jonathan P. Rosen
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Jonathan P. Rosen
Chief Executive Officer