UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2002
OR
[ ] Transition Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period
from ______________ to ________________
Commission file number 333-66859
INTREPID CAPITAL CORPORATION
(Exact name of Registrant as specified in its Charter)
DELAWARE 59-3546446
(State of Incorporation) (I.R.S. Employer Identification No.)
3652 SOUTH THIRD STREET, SUITE 200, JACKSONVILLE BEACH, FLORIDA 32250
(Address of principal executive offices) (Zip Code)
(904) 246-3433
(Registrant's telephone number)
N/A
(Former name, former address and former fiscal year, if changed since last
report)
As of July 31, 2002, there were 3,350,183 shares of Common Stock, $0.01
par value per share, outstanding, and 1,000 shares of Common Stock issued and
held in treasury.
Transitional Small Business Disclosure Format (check one): Yes[ ] No [X]
INTREPID CAPITAL CORPORATION AND SUBSIDIARIES
INDEX TO FORM 10-QSB
FOR THE QUARTER ENDED JUNE 30, 2002
PART I - FINANCIAL INFORMATION
ITEM 1 FINANCIAL STATEMENTS
Consolidated Balance Sheets of Intrepid Capital Corporation and
Subsidiaries as of June 30, 2002 and December 31, 2001.................................. 3
Consolidated Statements of Operations of Intrepid Capital Corporation
and Subsidiaries for the Three and Six Month Periods Ended June 30, 2002 and 2001....... 4
Consolidated Statements of Cash Flows of Intrepid Capital Corporation
and Subsidiaries for the Six Month Periods Ended June 30, 2002 and 2001................. 5
Notes to Consolidated Financial Statements.............................................. 6-10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Critical Accounting Policies and Estimates.................................................. 11
Acquisitions................................................................................ 11-12
Discontinued Operations..................................................................... 12
Liquidity and Capital Resources............................................................. 12-13
Results of Operations....................................................................... 13-16
PART II - OTHER INFORMATION
ITEM 1 LEGAL PROCEEDINGS.......................................................... 16
ITEM 2 CHANGES IN SECURITIES AND USE OF PROCEEDS.................................. 16
ITEM 3 DEFAULTS UPON SENIOR SECURITIES............................................ 16
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS........................ 16
ITEM 5 OTHER INFORMATION.......................................................... 16
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K........................................... 16
SIGNATURES....................................................................................... 17
ITEM 1. FINANCIAL INFORMATION
INTREPID CAPITAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 2002
ASSETS 2002 2001
------------ ----------
Current assets:
Cash and cash equivalents $ 1,479,525 641,577
Investments, at fair value 94,139 81,935
Accounts receivable 2,933,083 130,504
Prepaid and other assets 436,402 164,859
------------ ----------
Total current assets 4,943,149 1,018,875
Notes receivable 323,919 323,919
Equipment and leasehold improvements, net of accumulated
depreciation of $285,320 in 2002 and $218,174 in 2001 437,735 360,348
Other assets 16,039 --
Intangible assets, less accumulated amortization of $51,692
in 2002 and $7,131 in 2001 4,445,452 4,490,013
------------ ----------
Total assets $ 10,166,294 6,193,155
============ ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 714,988 209,984
Accrued expenses 1,137,844 651,865
Current portion of notes payable 1,600,000 3,725,000
Taxes payable 277,659 --
Other 156,185 196,380
------------ ----------
Total current liabilities 3,886,676 4,783,229
Pension plan obligation 213,908 214,989
Notes payable, less current portion 100,000 100,000
------------ ----------
Total liabilities 4,200,584 5,098,218
------------ ----------
Stockholders' equity:
Preferred stock, Class A, $.01 par value. Authorized 5,000,000
shares; issued 1,166,666 shares at June 30, 2002 3,500,000 --
Common stock, $.01 par value. Authorized 15,000,000 shares;
issued 3,350,183 shares at June 30, 2002 and December 31, 2001 33,502 33,502
Treasury stock, at cost - 1,000 shares (3,669) (3,669)
Additional paid-in capital 3,570,769 3,616,915
Accumulated deficit (1,134,892) (2,551,811)
------------ ----------
Total stockholders' equity 5,965,710 1,094,937
------------ ----------
$ 10,166,294 6,193,155
============ ==========
See accompanying notes to consolidated financial statements.
3
INTREPID CAPITAL CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations
Three and Six month periods ended June 30, 2002 and 2001
(unaudited)
THREE MONTHS SIX MONTHS
ENDED JUNE 30 ENDED JUNE 30
2002 2001 2002 2001
---------- ---------- --------- ----------
Revenues:
Asset management fees $ 810,282 184,206 1,643,761 403,899
Investment banking revenues 4,175,699 164,759 7,230,005 266,648
Commissions 248,201 340,470 575,930 694,155
Other 83,176 34,330 131,800 60,268
---------- ---------- --------- ----------
Total revenues 5,317,358 723,765 9,581,496 1,424,970
---------- ---------- --------- ----------
Expenses:
Salaries and employee benefits 2,769,134 557,914 4,743,960 1,170,072
Brokerage and clearing 48,932 64,727 111,454 135,022
Advertising and marketing 194,766 49,206 315,303 86,588
Professional and regulatory fees 1,028,611 79,823 1,465,828 132,382
Occupancy and maintenance 169,169 89,782 312,352 181,278
Depreciation and amortization 58,952 21,760 113,190 43,409
Interest expense 36,630 17,353 87,925 35,704
Other 176,480 66,234 313,944 136,616
---------- ---------- --------- ----------
Total expenses 4,482,674 946,799 7,463,956 1,921,071
---------- ---------- --------- ----------
Income (loss) from continuing operations before income taxes 834,684 (223,034) 2,117,540 (496,101)
Income tax expense 335,025 -- 700,620 --
---------- ---------- --------- ----------
Income (loss) from continuing operations 499,659 (223,034) 1,416,920 (496,101)
Discontinued operations - income (loss) from discontinued operations -- 31,445 -- (33,108)
---------- ---------- --------- ----------
Net income (loss) 499,659 (191,589) 1,416,920 (529,209)
---------- ---------- --------- ----------
Dividends on preferred stock 46,147 -- 46,147 --
---------- ---------- --------- ----------
Net income (loss) available to common stockholders $ 453,512 (191,589) 1,370,773 (529,209)
========== ========== ========= ==========
Income (loss) per common share - Basic:
Income (loss) from continuing operations $ 0.14 (0.10) 0.41 (0.21)
Discontinued operations -- 0.02 -- (0.02)
---------- ---------- --------- ----------
Net income (loss) available to common stockholders per share $ 0.14 (0.08) 0.41 (0.23)
========== ========== ========= ==========
Income (loss) per common share - Diluted:
Income (loss) from continuing operations $ 0.11 (0.10) 0.31 (0.21)
Discontinued operations -- 0.02 -- (0.02)
---------- ---------- --------- ----------
Net income (loss) available to common stockholders per share $ 0.11 (0.08) 0.31 (0.23)
========== ========== ========= ==========
Basic weighted average shares outstanding 3,349,183 2,339,944 3,349,183 2,329,528
========== ========== ========= ==========
Diluted weighted average shares outstanding 4,661,975 2,339,944 4,668,665 2,329,528
========== ========== ========= ==========
See accompanying notes to consolidated financial statements.
4
INTREPID CAPITAL CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Six months ended June 30, 2002 and 2001
(unaudited)
2002 2001
----------- --------
Cash flows from operating activities:
Net income (loss) $ 1,416,920 (529,209)
Adjustments to reconcile net income (loss) to net cash
used in operating activities:
Depreciation and amortization 113,190 88,671
(Purchases) sales of investments, net (3,880) 7,055
Net trading profits (8,324) (4,318)
Change in assets and liabilities:
Accounts receivable (2,802,579) 11,262
Prepaid and other assets (287,582) 175,737
Accounts payable and accrued expenses 990,983 (89,851)
Taxes payable 277,659 --
Pension obligation (1,081) --
Other liabilities (86,342) (54,064)
Discontinued operations - working capital changes -- 62,757
----------- --------
Net cash used in operating activities (391,036) (331,960)
----------- --------
Cash used in investing activities -
purchase of equipment (146,016) (5,491)
----------- --------
Cash flows from financing activities:
Proceeds from notes payable 1,500,000 --
Principal payments on notes payable (125,000) (169,444)
Advances from shareholder -- 262,110
----------- --------
Net cash provided by financing activities 1,375,000 92,666
----------- --------
Net increase (decrease) in cash and cash equivalents 837,948 (244,785)
Cash and cash equivalents at beginning of period 641,577 419,616
----------- --------
Cash and cash equivalents at end of period $ 1,479,525 174,831
=========== ========
Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ 72,865 29,159
=========== ========
Cash paid during the period for income taxes $ 439,000 --
=========== ========
Supplemental disclosure of non-cash transactions:
Preferred stock issued to AJG upon conversion of AJG Note $ 3,500,000 --
=========== ========
Preferred stock dividends accrued but not paid $ 46,147 --
=========== ========
See accompanying notes to consolidated financial statements.
5
INTREPID CAPITAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 2002
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OPERATIONS
(A) ORGANIZATION AND BASIS OF PRESENTATION
Intrepid Capital Corporation (the "Company"), incorporated in 1998, is
a Florida-based financial services holding company that conducts its
business through its two wholly-owned subsidiaries: Intrepid Capital
Management, Inc. ("ICM") and Allen C. Ewing & Co. ("Ewing").
ICM, a registered investment advisor, manages equity, fixed-income, and
balanced portfolios for public and private companies, labor unions,
endowments, foundations, and high net worth individuals and families.
ICM has received authority to act as an investment manager in several
states to meet the needs of its customers throughout the United States.
Ewing is a registered broker-dealer with the Securities and Exchange
Commission ("SEC") and a member of the National Association of
Securities Dealers, Inc. ("NASD") and the Securities Investor
Protection Corporation ("SIPC").
In a transaction effective December 31, 2001, the Company acquired all
of the outstanding stock of ICC Investment Advisors, Inc., the
operations of which were conducted through its wholly-owned subsidiary,
The Investment Counsel Company ("ICC"). Subsequent to the acquisition,
ICC was merged with and into ICM.
In a transaction effective October 30, 2001, the Company discontinued
its resinous material operations formerly conducted through Enviroq
Corporation ("Enviroq") by selling all of the issued and outstanding
capital stock of Sprayroq, Inc., Enviroq's 50% owned subsidiary.
Enviroq remains a wholly-owned subsidiary of the Company to hold the
promissory notes received in connection with the sale, but conducts no
operations currently, as its operations consisted solely of its
investment in Sprayroq, Inc.
The interim financial information included herein is unaudited. Certain
information and footnote disclosures normally included in the financial
statements have been condensed or omitted pursuant to the rules and
regulations of the SEC. The Company believes that the disclosures made
herein are adequate to make the information presented not misleading.
These financial statements should be read in conjunction with the
financial statements and related notes contained in the Company's
Annual Report on Form 10-KSB filed with the SEC on April 1, 2002.
Except as indicated herein, there have been no significant changes from
the financial data published in the Company's Annual Report. In the
opinion of management, such unaudited information reflects all
adjustments, consisting of normal recurring accruals, necessary for
fair presentation of the unaudited information. The results of
operations for the three and six month periods ended June 30, 2002 are
not necessarily indicative of the results that may be expected for the
full year.
6
(B) PRINCIPLES OF CONSOLIDATION
The accompanying consolidated financial statements include the
accounts of the Company and its subsidiaries: ICM, Ewing and
Enviroq. Results of operations of acquired companies are included
from the date of acquisition forward in accordance with purchase
accounting. All significant intercompany balances and transactions
have been eliminated in consolidation.
(C) INTANGIBLE ASSETS
Intangible assets consists of goodwill and separately identifiable
intangible assets.
Goodwill consists of excess purchase price over net tangible
assets and identifiable intangible assets acquired in purchase
acquisitions. Goodwill has historically been amortized over the
period estimated to benefit from the acquired assets, which was 15
years. The Company adopted Statement of Financial Accounting
Standards No. 141, "Business Combinations" ("FAS 141") effective
July 1, 2001 and Statement of Financial Accounting Standards No.
142, "Goodwill and Other Intangible Assets" ("FAS 142") effective
January 1, 2002. Accordingly, goodwill is no longer amortized
effective January 1, 2002.
Identifiable intangible assets acquired in purchase acquisitions
are separately identified in accordance with FAS 141. Management
has preliminarily assessed identifiable intangible assets to have
finite lives of 10 years. Identifiable intangible assets are
amortized using accelerated methods over the estimated useful
lives of the identifiable intangible assets.
Management assesses the recoverability of goodwill and
identifiable intangible assets whenever events or circumstances
indicate they may be impaired. Additionally, with the adoption of
FAS 142, goodwill will be tested for impairment at least annually.
(D) EARNINGS PER SHARE
Net income per share of common stock is computed based upon the
weighted average number of common shares and share equivalents
outstanding during the period. Stock warrants and convertible
instruments, when dilutive, are included as share equivalents.
Diluted earnings per share for the three and six month periods
ended June 30, 2002 assumes dilutive warrants and convertible
instruments to purchase shares of common stock have been exercised
using the treasury stock method.
(E) COMPREHENSIVE INCOME
No differences between total comprehensive income (loss) and net
income (loss) existed in the financial statements reported for the
three and six month periods ended June 30, 2002 and 2001.
7
INTREPID CAPITAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 2002
(2) ACQUISITIONS
On March 27, 2002, the Company entered into an agreement to acquire 100%
of the common stock of First Bank of Jacksonville. The consummation of
the acquisition is subject to the satisfaction of certain conditions,
including customary regulatory approvals and the willingness of First
Bank of Jacksonville and its majority shareholder to extend the date
after which they may terminate the merger agreement, which is currently
September 1, 2002.
The following unaudited pro forma financial information presents the
consolidated results of operations as if the purchase of ICC had occurred
on January 1, 2001. Pro forma total revenues would have been $2,428,293
for the six months ended June 30, 2001. Pro forma net loss would have
been $689,146 for the six months ended June 30, 2001. Pro forma basic and
diluted net loss per share would have been $0.21 for the six months ended
June 30, 2001.
(3) RELATED PARTY TRANSACTIONS
The Company performs certain asset management functions for Intrepid
Capital, L.P and during the six months ended June 30, 2002 and 2001,
received $34,313 and $21,012, respectively, for such services.
(4) INTANGIBLE ASSETS
The Company has preliminarily determined that certain identifiable
intangible assets exist which are attributable to the estimated fair
value of investment management contracts and customer relationships which
were acquired through the purchase of ICC. Such assets have been
allocated to the asset management segment. The Company continues to
assess its allocation of the ICC purchase price with regard to
identifiable intangible assets and expects to complete the final
allocation during the third quarter of 2002. At June 30, 2002,
identifiable intangible assets preliminarily amounted to $891,224, net of
accumulated amortization of $44,561. Amortization expense was $44,561 for
the six months ended June 30, 2002 and the Company estimates the annual
aggregate amortization expense for this and succeeding years to be
approximately: 2002, $111,000; 2003, $114,000; 2004, $97,000; 2005,
$82,000; 2006, and $70,000; 2007, $59,000.
There were no changes in the carrying amount of goodwill during the six
months ended June 30, 2002. Goodwill for each of the reportable segments
is summarized as follows as of June 30, 2002:
Asset management segment $ 3,564,898
Broker-dealer services segment 33,891
-------------
$ 3,598,789
=============
Prior to the Company's adoption of FAS 142, goodwill was amortized. The
following table summarizes and presents adjusted net income (loss) to
exclude goodwill amortization expense recognized for the three and six
month periods ended June 30, 2002 and 2001:
8
INTREPID CAPITAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 2002
THREE MONTHS ENDED JUNE 30 SIX MONTHS ENDED JUNE 30
2002 2001 2002 2001
-------------- -------------- -------------- --------------
Reported net income (loss) $ 499,659 (191,589) 1,416,920 (529,209)
Add back goodwill amortization - 18,583 - 37,166
-------------- -------------- -------------- --------------
Adjusted net income (loss) $ 499,659 (173,006) 1,416,920 (492,043)
============== ============== ============== ==============
Basic net income (loss) per share
Reported net income (loss) per share $ 0.14 (0.08) 0.41 (0.23)
Add back goodwill amortization - 0.01 - 0.02
-------------- -------------- -------------- --------------
Adjusted basic net income (loss) per share $ 0.14 (0.07) 0.41 (0.21)
============== ============== ============== ==============
Diluted net income (loss) per share
Reported net income (loss) per share $ 0.11 (0.08) 0.31 (0.23)
Add back goodwill amortization - 0.01 - 0.02
-------------- -------------- -------------- --------------
Adjusted diluted net income (loss) per share $ 0.11 (0.07) 0.31 (0.21)
============== ============== ============== ==============
(5) NOTES PAYABLE
The notes payable at June 30, 2002 and December 31, 2001 consist of the
following:
2002 2001
------------- -------------
Note payable to bank, principal due on or before August 31, 2002,
interest at LIBOR plus 2.50% (4.34% at June 30, 2002) $ 1,500,000 --
Note payable to AJG Financial Services, Inc., converted into
shares of the Company's Convertible Class A Preferred Stock -- 3,500,000
Subordinated convertible promissory notes payable to
former shareholders of Ewing 200,000 200,000
Note payable to First Florida Capital -- 50,000
Line of credit payable to a bank -- 75,000
------------ ------------
1,700,000 3,825,000
Less current portion 1,600,000 3,725,000
------------ ------------
$ 100,000 100,000
============ ============
On March 29, 2002, the note payable to AJG Financial Services, Inc.
("AJG") was converted into 1,166,666 shares of the Company's Convertible
Class A Preferred Stock. The Company's Convertible Class A Preferred
Stock issued to AJG is a cumulative pay-in-kind preferred stock with a
par value of $0.01 and a stated value of $3.00 per share, and each share
is convertible into one share of the Company's common stock. Dividends
are to be paid semi-annually in cash or Convertible Class A Preferred
Stock at an annual rate of 5%. Dividends of $46,147 are accrued but not
paid at June 30, 2002.
9
INTREPID CAPITAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 2002
(6) SEGMENTS
During 2002 and 2001, the Company operated in two principal segments,
asset management and broker-dealer services which includes investment
banking revenues. The operations of Enviroq formerly constituted a
separate operating segment which have been reclassified as discontinued
operations. The Company assesses and measures operating performance based
upon the net income (loss) derived from each of its operating segments,
exclusive of the impact of corporate expenses.
The revenues and net income (loss) for each of the reportable segments
are summarized as follows for the three and six month periods ended June
30, 2002 and 2001:
THREE MONTHS ENDED JUNE 30 SIX MONTHS ENDED JUNE 30
2002 2001 2002 2001
---------------- ---------------- ---------------- ----------------
Revenues:
Asset management segment $ 807,808 186,787 1,648,371 409,201
Broker-dealer services segment 4,459,370 519,985 7,875,799 998,155
Corporate 534,582 50,614 601,728 224,308
Intersegment revenues (484,402) (33,621) (544,402) (206,694)
---------------- ---------------- ---------------- ----------------
$ 5,317,358 723,765 9,581,496 1,424,970
================ ================ ================ ================
Net income (loss) from continuing operations:
Asset management segment $ (174,977) (64,809) (273,717) (102,309)
Broker-dealer services segment 1,551,650 11,843 2,604,415 (47,076)
Corporate (877,014) (187,968) (913,778) (382,515)
---------------- ---------------- ---------------- ----------------
$ 499,659 (240,934) 1,416,920 (531,900)
================ ================ ================ ================
The total assets for each of the reportable segments are summarized as
follows as of June 30, 2002 and December 31, 2001. Non segment assets
consist primarily of cash, certain investments and other assets, which
are recorded at the parent company level.
2002 2001
--------------- ---------------
Assets:
Asset management segment $ 4,698,328 4,719,199
Broker-dealer services segment 4,207,588 343,446
Other 1,260,378 1,130,510
-------------- --------------
$ 10,166,294 6,193,155
============== ==============
10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
As provided by the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995, the Company cautions that statements in this Quarterly
Report on Form 10-QSB that are forward-looking statements represent management's
belief and assumptions based on currently available information. Forward-looking
statements can be identified by the use of words such as "believes", "intends",
"may", "should", "anticipates", "expected", "estimated", "projected" or
comparable terminology, or by discussion of strategies or trends. Although the
Company believes the expectations reflected in such forward-looking statements
are reasonable, it cannot give any assurances that these expectations will prove
to be correct. Such statements, by their nature, involve substantial risks and
uncertainties that could significantly impact expected results, and actual
future results could differ materially from those described in such
forward-looking statements. While it is not possible to identify all factors,
the Company continues to face many risks and uncertainties. Among the factors
that could cause actual future results to differ materially are the risks and
uncertainties discussed in this Quarterly Report on Form 10-QSB and those
described from time to time in the Company's other filings with the SEC and the
risk that the underlying assumptions made by management in this Quarterly Report
on Form 10-QSB are not, in fact, correct. Should one or more of these risks
materialize (or the consequences of such a development worsen), or should the
underlying assumptions prove incorrect, actual results could differ materially
from those forecasted or expected. The Company disclaims any intention or
obligation to update or revise any forward-looking statement whether as a result
of new information, future events or otherwise.
Critical Accounting Policies and Estimates
The discussion and analysis of the Company's financial condition and
results of operations are based on the Company's consolidated financial
statements which have been prepared in accordance with accounting principles
generally accepted in the United States of America. The preparation of these
financial statements requires us to make estimates and judgments that affect the
reported amounts of assets and liabilities, revenues and expenses, and related
disclosures of contingent assets and liabilities. Actual results may differ from
these estimates under different assumptions or conditions.
The Company has a significant amount of goodwill and identifiable
intangible assets recorded on its financial statements. The Company's
identifiable intangible assets consist of investment management contracts and
customer relationships. Management's allocation of purchase price to these
identifiable intangible assets requires estimates about the amount and useful
lives of identifiable intangible assets acquired. These estimates are based on
management's assumptions regarding future cash flows, account retention,
expected profit margins, and applicable discount rates. These estimates are
subject to uncertainty and may differ significantly from actual results under
different assumptions or conditions.
In addition, the Company will periodically review goodwill and
intangible assets for impairment in accordance with existing accounting
pronouncements. Such review will involve the Company's estimation of segment
cash flows, future performance and other variables, which will require a
significant amount of judgment by the Company's management.
Acquisitions
On December 31, 2001, the Company acquired 100% of the outstanding
capital stock of ICC and has accounted for this transaction under the purchase
method of accounting. ICC, which was merged with and into ICM on June 30, 2002,
is expected to significantly enhance the Company's asset management segment in
many areas including improved distribution capabilities, increased asset
management revenues, and increased efficiencies through economies of scale.
11
On March 27, 2002, the Company entered into an agreement to acquire
100% of the common stock of First Bank of Jacksonville. The consummation of the
acquisition is subject to the satisfaction of certain conditions, including
customary regulatory approvals and the willingness of First Bank of Jacksonville
and its majority shareholder to extend the date after which they may terminate
the merger agreement, which is currently September 1, 2002.
Discontinued Operations
On October 30, 2001, the Company sold its ownership of Sprayroq, Inc.,
Enviroq's 50% owned subsidiary. Enviroq's operations consisted solely of its
investment in Sprayroq, Inc., and the Company has reported its operations as
discontinued for all periods presented. Enviroq conducts no operations
currently, but remains a wholly-owned subsidiary of the Company to hold the
interest bearing promissory notes received in connection with the sale. Revenues
from Enviroq were $588,018 for the six months ended June 30, 2001. The loss from
discontinued operations for Enviroq was $33,108 for the six months ended June
30, 2001.
Liquidity and Capital Resources
The Company's current assets consist generally of cash, money market
funds and accounts receivable. The Company has financed its operations with
funds provided by stockholder capital, proceeds from notes payable, and the
disposal of Sprayroq, Inc. The Company has developed and is implementing a
growth strategy plan that includes both internal growth and external growth
through acquisitions.
In connection with the acquisition of ICC, the Company financed the
cash portion of the transaction through a loan from AJG, a Delaware corporation
and wholly-owned subsidiary of Arthur J. Gallagher & Co., a publicly-traded
Delaware corporation (NYSE: AJG), pursuant to the terms and conditions of an
Investment Agreement, a Convertible Note Agreement, a Convertible Note, an
Option Agreement, a Registration Rights Agreement and a Standstill Agreement,
each dated as of December 31, 2001 between the Company and AJG (collectively,
the "Loan Documents"). Pursuant to the Loan Documents and the exhibits thereto,
among other things, AJG loaned the Company $3,500,000 to finance the cash
portion of the transaction, as well as the costs and expenses associated with
the acquisition and for the Company's working capital needs. In exchange, the
Company issued a convertible promissory note in favor of AJG which was due on or
before April 30, 2002, bore interest at 5% per annum, and could be converted on
or prior to maturity into Class A Cumulative Convertible Pay-In-Kind Preferred
Stock of the Company. On March 29, 2002, the loan was converted into 1,166,666
shares of the Company's Class A Cumulative Convertible Pay-In-Kind Preferred
Stock.
The Company believes the acquisition of ICC and subsequent merger with
and into ICM provides the Company a much broader distribution platform for asset
management services, branding, and the ability to consolidate back-office asset
management functions. The Company opened a new office in Charlotte, North
Carolina and hired three investment services professionals to help broaden the
Company's investment management and investment banking services and presence in
the Southeast. The Company believes that its broker-dealer services segment will
continue to generate high-margin investment banking revenues during the
remainder of 2002 based on other existing contracts in place. The Company also
believes that its new strategic partnership with AJG will provide additional
capital for future strategic opportunities.
The Company and the Federal Deposit Insurance Corporation ("FDIC")
entered into an agreement to manage the loan asset portfolio of Hamilton Bank,
N.A., a national bank located in Miami, Florida, for which the FDIC is acting as
receiver (the "FDIC contract") from January 2002 through June 2002. For the six
months ended June 30, 2002, revenues earned from the FDIC contract were
$7,060,282.
12
At June 30, 2002, receivables from the FDIC account for approximately 98% of the
Company's accounts receivable.
For the six months ended June 30, 2002, net cash used in operating
activities was $391,036, primarily attributable to the Company's net income for
the period offset by significant increases in accounts receivable as a result of
the FDIC contract. Net cash used in investing activities was $146,016, which is
due to the purchase of equipment. Net cash provided by financing activities was
$1,375,000, which is primarily due to proceeds from notes payable.
The Company, through its subsidiary Ewing, is subject to the net
capital requirements of the SEC, the NASD and other regulatory authorities. At
June 30, 2002, Ewing's regulatory net capital was $105,834, which is $41,213 in
excess of its minimum net capital requirement of $64,621.
Results of Operations
If the purchase of ICC had occurred on January 1, 2001, the
consolidated results of operations would have reflected pro forma total revenues
of $2,428,292 and pro forma net loss of $557,085 for the six months ended June
30, 2001.
Three Months Ended June 30, 2002 Compared to the Three Months Ended
June 30, 2001
Total revenues were $5,317,358 for the three months ended June 30,
2001, compared to $723,765 for the three months ended June 30, 2001,
representing a 634.7% increase.
Asset management fees increased $626,076, or 339.9%, to $810,282. Asset
management fees represent revenue earned by ICM and ICC for investment advisory
services. The fees earned are generally a function of the overall fee rate
charged to each account and the level of Assets Under Management ("AUM").
Quarterly management fees are billed on the first day of each quarter based on
each account value at the market close of the prior quarter. AUM was $475.5
million at March 31, 2002, compared to $84.6 million at March 31, 2001. The
increase in asset management fees for the three months ended June 30, 2002
relates primarily to the increase in AUM as a result of the acquisition of ICC
in December 2001. AUM was $452.1 million at June 30, 2002, compared to $79.3
million at June 30, 2001. The net decrease in AUM during the three months ended
June 30, 2002 is primarily attributable to the investment performance and market
conditions during the period.
Investment banking revenues increased $4,010,940, or 2,434.4%, to
$4,175,699. Investment banking revenues represent fees earned by Ewing for
providing investment banking services to clients on corporate finance matters,
including mergers and acquisitions and the issuance of capital stock to the
public. Such revenues are dependent on the timing of services provided and are
normally received upon consummation of the underlying transaction. The increase
is primarily attributable to the FDIC contract, which accounts for approximately
97% of total investment banking revenue for the period.
Commissions decreased $92,269, or 27.1%, to $248,201. Commissions
represent revenue earned by Ewing from securities transactions conducted on
behalf of customers, including sales of mutual fund shares and variable
annuities. The decrease is primarily attributable to decreased transaction
volume as a result of the termination of several independent registered
representatives during December 2001 and to volatile market conditions.
Other income increased $48,846, or 142.3%, to $83,176. The increase is
primarily attributable to an increase in interest received from the higher
average cash balances invested in money markets and to re-negotiated fee
arrangements for investment-related recordkeeping services.
13
Total expenses were $4,482,674 for the three months ended June 30,
2002, compared to $964,699 for the three months ended June 30, 2001,
representing a 364.7% increase.
Salaries and employee benefits increased $2,211,220, or 396.3%, to
$2,769,134. Salaries and employee benefits represent fixed salaries, commissions
paid on securities transactions and investment banking revenues, temporary
staffing costs, and other related employee benefits. The increase is primarily
attributable to bonuses and temporary staffing costs associated with the FDIC
contract, to the acquisition of ICC employees, to severance packages related to
the integration of ICM and ICC, and to salaries and employee benefits associated
with several newly hired regional ICM sales professionals.
Brokerage and clearing expenses decreased $15,795, or 24.4%, to
$48,932. Brokerage and clearing expenses represent the securities transaction
and other costs paid to the clearing broker-dealer, and are related to
commission revenue earned by Ewing. The net decrease is primarily attributable
to decreased transaction volume.
Advertising and marketing expenses increased $145,560, or 295.8%, to
$194,766. The increase is primarily attributable to the travel and entertainment
expenses associated with new regional sales professionals and an increase in
ICM's advertising and marketing expenses associated with a new advertising and
marketing campaign aimed to attract prospective clients and to inform them of
ICM's excellent investment performance.
Professional and regulatory expenses increased $948,788, or 1,188.6%,
to $1,028,611. The increase is primarily attributable to the legal and other
costs associated with the FDIC contract.
Occupancy and maintenance expenses increased $79,387, or 88.4%, to
$169,169. The increase is primarily attributable to the acquisition of ICC in
December 2001 and to the opening of the Company's new office located in
Charlotte, North Carolina.
Interest expense increased $19,277, or 111.1%, to $36,630. The increase
is primarily attributable to interest on a note payable to a bank used for
working capital needs associated with the FDIC contract.
Other expenses increased $110,246, or 166.4%, to $176,480. The increase
is primarily attributable to the acquisition of ICC in December 2001 and to the
opening of the Company's new office located in Charlotte, North Carolina.
Income tax expense was $335,025. The effective tax rate for the six
months ended June 30, 2002 was 40.14%. The effective tax rate was higher than
the statutory rate due to a decrease in deferred tax assets of $42,185.
Six Months Ended June 30, 2002 Compared to the Six Months Ended June
30, 2001
Total revenues were $9,581,496 for the six months ended June 30, 2001,
compared to $1,424,970 for the six months ended June 30, 2001, representing a
572.4% increase.
Asset management fees increased $1,239,862, or 307.0%, to $1,643,761.
Asset management fees represent revenue earned by ICM and ICC for investment
advisory services. The fees earned are generally a function of the overall fee
rate charged to each account and the level of AUM. Quarterly management fees are
billed on the first day of each quarter based on each account value at the
market close of the prior quarter. AUM was $458.4 and $475.5 million at December
31, 2001 and March 31, 2002, respectively, compared to $105.3 and $84.6 million
at December 31, 2000 and March 31, 2001, respectively. The increase in asset
management fees for the six months ended June 30, 2002 relates
14
primarily to the increase in AUM as a result of the acquisition of ICC in
December 2001. AUM was $452.1 million at June 30, 2002, compared to $79.3
million at June 30, 2001.
Investment banking revenues increased $6,963,357, or 2,611.4%, to
$7,230,005. Investment banking revenues represent fees earned by Ewing for
providing investment banking services to clients on corporate finance matters,
including mergers and acquisitions and the issuance of capital stock to the
public. Such revenues are dependent on the timing of services provided and are
normally received upon consummation of the underlying transaction. The increase
is primarily attributable to the FDIC contract, which accounts for approximately
98% of total investment banking revenue for the period.
Commissions decreased $118,225, or 17.0%, to $575,930. Commissions
represent revenue earned by Ewing from securities transactions conducted on
behalf of customers, including sales of mutual fund shares and variable
annuities. The decrease is primarily attributable to decreased transaction
volume as a result of the termination of several independent registered
representatives during December 2001 and to volatile market conditions.
Other income increased $71,532, or 118.7%, to $131,800. The increase is
primarily attributable to an increase in interest received from the higher
average cash balances invested in money markets and to re-negotiated fee
arrangements for investment-related recordkeeping services.
Total expenses were $7,463,956 for the six months ended June 30, 2002,
compared to $1,956,870 for the six months ended June 30, 2001, representing a
281.4% increase.
Salaries and employee benefits increased $3,573,888, or 305.4%, to
$4,743,960. Salaries and employee benefits represent fixed salaries, commissions
paid on securities transactions and investment banking revenues, temporary
staffing costs, and other related employee benefits. The increase is primarily
attributable to bonuses and temporary staffing costs associated with the FDIC
contract, to the acquisition of ICC employees, to severance packages related to
the integration of ICM and ICC, and to salaries and employee benefits associated
with several newly hired regional ICM sales professionals.
Brokerage and clearing expenses decreased $23,568, or 17.5%, to
$111,454. Brokerage and clearing expenses represent the securities transaction
and other costs paid to the clearing broker-dealer, and are related to
commission revenue earned by Ewing. The net decrease is primarily attributable
to decreased transaction volume.
Advertising and marketing expenses increased $228,715, or 264.1%, to
$315,303. The increase is primarily attributable to the travel and entertainment
expenses associated with new regional sales professionals and an increase in
ICM's advertising and marketing expenses associated with a new advertising and
marketing campaign aimed to attract prospective clients and to inform them of
ICM's excellent investment performance.
Professional and regulatory expenses increased $1,333,446, or 1,007.3%,
to $1,465,828. The increase is primarily attributable to the legal and other
costs associated with the FDIC contract.
Occupancy and maintenance expenses increased $131,074, or 72.3%, to
$312,352. The increase is primarily attributable to the acquisition of ICC in
December 2001 and to the opening of the Company's new office located in
Charlotte, North Carolina.
Interest expense increased $52,221, or 146.3%, to $87,925. The increase
is primarily attributable to interest on the AJG note prior to its conversion
into shares of the Company's Class A Cumulative Convertible Pay-In-Kind
Preferred Stock.
15
Other expenses increased $177,328, or 129.8%, to $313,944. The increase
is primarily attributable to the acquisition of ICC in December 2001 and to the
opening of the Company's new office located in Charlotte, North Carolina.
Income tax expense was $700,620. Total tax expense was $841,095 and was
adjusted by the change in valuation allowance of $140,475, which is primarily
attributable to the Company's net operating loss carryforward. The effective tax
rate for the six months ended June 30, 2002 was 33.09%. The effective tax rate
was lower than the statutory rate due to a change in valuation allowance of
$140,475.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no legal proceedings pending, or to the Company's knowledge,
threatened against the Company or any of its subsidiaries.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
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 the Company's Chief Executive Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
99.2 Certification of the Company's Chief Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K:
The Company did not file any Current Reports on Form 8-K during the
quarter ended June 30, 2002.
16
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
INTREPID CAPITAL CORPORATION
By /s/ Forrest Travis
------------------------------------------
Forrest Travis, President and
Chief Executive Officer
Dated: August 14, 2002
By /s/ Michael J. Wallace
------------------------------------------
Michael J. Wallace, Chief
Financial Officer
Dated: August 14, 2002
17
EXHIBIT INDEX
99.1 Certification of the Company's Chief Executive Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
99.2 Certification of the Company's Chief Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
18