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 SEPTEMBER 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 October 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 SEPTEMBER 30, 2002
PART I -- FINANCIAL INFORMATION
ITEM 1 FINANCIAL STATEMENTS
Consolidated Balance Sheets of Intrepid Capital Corporation
and Subsidiaries as of September 30, 2002 and December 31,
2001 ............................................................. 3
Consolidated Statements of Operations of Intrepid Capital
Corporation and Subsidiaries for the Three and Nine Month
Periods Ended September 30, 2002 and 2001......................... 4
Consolidated Statements of Cash Flows of Intrepid Capital
Corporation and Subsidiaries for the Nine Month Periods Ended
September 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 ..................................................... 12
Discontinued Operations .......................................... 12
Liquidity and Capital Resources .................................. 12-13
Results of Operations ............................................ 13-16
ITEM 3 CONTROLS AND PROCEDURES..................................... 16
PART II -- OTHER INFORMATION
ITEM 1 LEGAL PROCEEDINGS .......................................... 17
ITEM 2 CHANGES IN SECURITIES AND USE OF PROCEEDS .................. 17
ITEM 3 DEFAULTS UPON SENIOR SECURITIES............................. 17
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS ........ 17
ITEM 5 OTHER INFORMATION .......................................... 17
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K ........................... 17
SIGNATURES AND CERTIFICATIONS .......................................... 18-20
2
ITEM 1. FINANCIAL INFORMATION
INTREPID CAPITAL CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
September 30, 2002 and December 31, 2001
(unaudited)
ASSETS 2002 2001
----------- -----------
Current assets:
Cash and cash equivalents $ 597,553 641,577
Investments, at fair value 86,125 81,935
Accounts receivable 218,442 130,504
Prepaid and other assets 528,373 164,859
----------- -----------
Total current assets 1,430,493 1,018,875
Notes receivable 323,919 323,919
Equipment and leasehold improvements, net of accumulated
depreciation of $321,626 in 2002 and $218,174 in 2001 480,889 360,348
Intangible assets, less accumulated amortization of $85,112
in 2002 and $7,131 in 2001 4,412,032 4,490,013
----------- -----------
Total assets $ 6,647,333 6,193,155
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 387,513 209,984
Accrued expenses 605,771 651,865
Current portion of notes payable 100,000 3,725,000
Other 108,752 196,380
----------- -----------
Total current liabilities 1,202,036 4,783,229
Pension plan obligation 213,367 214,989
Notes payable, less current portion 100,000 100,000
----------- -----------
Total liabilities 1,515,403 5,098,218
----------- -----------
Stockholders' equity:
Preferred stock, Class A, $.01 par value. Authorized 5,000,000
shares; issued 1,166,666 shares at September 30, 2002
(aggregate liquidation preference $3,589,897) 3,500,000 --
Common stock, $.01 par value. Authorized 15,000,000 shares; issued
3,350,183 shares at September 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 3,527,018 3,616,915
Accumulated deficit (1,924,921) (2,551,811)
----------- -----------
Total stockholders' equity 5,131,930 1,094,937
----------- -----------
$ 6,647,333 6,193,155
=========== ===========
See accompanying notes to consolidated financial statements.
3
INTREPID CAPITAL CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations
Three and Nine month periods ended September 30, 2002 and 2001
(unaudited)
THREE MONTHS NINE MONTHS
ENDED SEPTEMBER 30 ENDED SEPTEMBER 30
2002 2001 2002 2001
----------- ----------- ----------- -----------
Revenues:
Asset management fees $ 922,897 198,679 2,566,658 602,578
Investment banking revenues 257,165 74,738 7,487,170 341,386
Commissions 214,343 331,354 790,273 1,025,509
Other 32,771 15,211 164,571 75,479
----------- ----------- ----------- -----------
Total revenues 1,427,176 619,982 11,008,672 2,044,952
----------- ----------- ----------- -----------
Expenses:
Salaries and employee benefits 1,390,145 455,657 6,134,105 1,625,729
Brokerage and clearing 52,551 64,866 164,005 199,888
Advertising and marketing 276,113 86,695 591,416 173,283
Professional and regulatory fees 494,059 79,994 1,959,887 212,376
Occupancy and maintenance 179,614 90,985 491,966 272,263
Depreciation and amortization 78,145 21,759 191,335 65,169
Interest expense 18,623 16,632 106,548 52,334
Other 174,100 61,383 488,044 197,999
----------- ----------- ----------- -----------
Total expenses 2,663,350 877,971 10,127,306 2,799,041
----------- ----------- ----------- -----------
Income (loss) from continuing operations before income taxes (1,236,174) (257,989) 881,366 (754,089)
Income tax expense (benefit) (446,144) -- 254,476 --
----------- ----------- ----------- -----------
Income (loss) from continuing operations (790,030) (257,989) 626,890 (754,089)
Discontinued operations - loss from discontinued operations -- (311,898) -- (345,007)
----------- ----------- ----------- -----------
Net income (loss) (790,030) (569,887) 626,890 (1,099,096)
----------- ----------- ----------- -----------
Dividends on preferred stock 43,750 -- 89,897 --
----------- ----------- ----------- -----------
Net income (loss) available to common stockholders $ (833,780) (569,887) 536,993 (1,099,096)
=========== =========== =========== ===========
Income (loss) per common share - Basic:
Income (loss) from continuing operations $ (0.25) (0.11) 0.16 (0.32)
Discontinued operations -- (0.13) -- (0.15)
----------- ----------- ----------- -----------
Net income (loss) available to common stockholders per share $ (0.25) (0.24) 0.16 (0.47)
=========== =========== =========== ===========
Income (loss) per common share - Diluted:
Income (loss) from continuing operations $ (0.25) (0.11) 0.16 (0.32)
Discontinued operations -- (0.13) -- (0.15)
----------- ----------- ----------- -----------
Net income (loss) available to common stockholders per share $ (0.25) (0.24) 0.16 (0.47)
=========== =========== =========== ===========
Basic weighted average shares outstanding 3,349,183 2,350,246 3,349,183 2,336,510
=========== =========== =========== ===========
Diluted weighted average shares outstanding 3,349,183 2,350,246 4,228,837 2,336,510
=========== =========== =========== ===========
See accompanying notes to consolidated financial statements.
4
INTREPID CAPITAL CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Nine months ended September 30, 2002 and 2001
(unaudited)
2002 2001
----------- -----------
Cash flows from operating activities:
Net income (loss) $ 536,993 (1,099,096)
Adjustments to reconcile net income (loss) to net cash provided by
(used in) operating activities:
Depreciation and amortization 191,335 65,169
Loss on sale of discontinued operations -- 327,747
Gain on disposal of assets (936) --
(Purchases) sales of investments, net (3,880) 8,939
Net trading profits (310) (3,246)
Change in assets and liabilities:
Accounts receivable (87,938) 14,190
Prepaid and other assets (363,514) 200,265
Accounts payable and accrued expenses 131,435 192,360
Pension obligation (1,622) --
Other liabilities (87,628) 10,822
Discontinued operations - working capital changes -- 10,720
----------- -----------
Net cash provided by (used in) operating activities 313,935 (272,130)
----------- -----------
Cash flows from investing activities:
Purchase of equipment (261,286) (5,492)
Sale of equipment 28,327 --
----------- -----------
Net cash used in investing activities (232,959) (5,492)
----------- -----------
Cash flows from financing activities:
Proceeds from notes payable 1,500,000 --
Principal payments on notes payable (1,625,000) (211,111)
Advances from shareholder -- 287,110
----------- -----------
Net cash (used in) provided by financing activities (125,000) 75,999
----------- -----------
Net decrease in cash and cash equivalents (44,024) (201,623)
Cash and cash equivalents at beginning of period 641,577 419,616
----------- -----------
Cash and cash equivalents at end of period $ 597,553 217,993
=========== ===========
Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ 91,463 43,422
=========== ===========
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 $ 89,897 --
=========== ===========
See accompanying notes to consolidated financial statements.
5
INTREPID CAPITAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 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 nine month
periods ended September 30, 2002 are not necessarily indicative of
the results that may be expected for the full year.
6
INTREPID CAPITAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 2002
(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
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 nine month period ended September
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 nine month periods ended September 30, 2002 and 2001.
7
INTREPID CAPITAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 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. During the third
quarter of 2002, the Company mutually agreed with the shareholders of the
First Bank of Jacksonville to terminate the definitive merger agreement.
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 $1,121,643
and $3,549,936 for the three and nine months ended September 30, 2001,
respectively. Pro forma net loss would have been $660,995 and $1,350,141
for the three and nine months ended September 30, 2001, respectively. Pro
forma basic and diluted net loss per share would have been $0.20 and $0.40
for the three and nine months ended September 30, 2001, respectively.
(3) RELATED PARTY TRANSACTIONS
The Company performs certain asset management functions for Intrepid
Capital, L.P and during the nine months ended September 30, 2002 and 2001,
received $46,122 and $32,248, respectively, for such services.
(4) INTANGIBLE ASSETS
The Company has completed its initial assessment of goodwill and
identifiable intangible assets. The Company has 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 and have
been allocated to the asset management segment. Management has assessed
the recoverability of the identifiable intangible assets and has
determined there to be no impairment based on its estimates and analysis
of future cash flows. Management will continue to assess the
recoverability whenever events or circumstances indicate they may be
impaired and monitor the future results of the asset management segment.
At September 30, 2002, identifiable intangible assets amounted to
$891,224, net of accumulated amortization of $77,981. Amortization expense
was $77,981 for the nine months ended September 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, $70,000; and 2007, $59,000.
There were no changes in the carrying amount of goodwill during the nine
months ended September 30, 2002. Goodwill for each of the reportable
segments is summarized as follows as of September 30, 2002:
Asset management segment $3,564,898
Investment banking services segment 33,891
----------
$3,598,789
==========
8
INTREPID CAPITAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 2002
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 nine
month periods ended September 30, 2002 and 2001:
THREE MONTHS ENDED SEPTEMBER 30 NINE MONTHS ENDED SEPTEMBER 30
2002 2001 2002 2001
------------ ------------ ------------ ------------
Reported net income (loss) $ (790,030) (569,887) 626,890 (1,099,096)
Add back goodwill amortization -- 18,584 -- 55,750
------------ ------------ ------------ ------------
Adjusted net income (loss) $ (790,030) (551,303) 626,890 (1,043,346)
============ ============ ============ ============
Basic net income (loss) per share
Reported net income (loss) per share $ (0.25) (0.24) 0.16 (0.47)
Add back goodwill amortization -- 0.01 -- 0.02
------------ ------------ ------------ ------------
Adjusted basic net income (loss) per share $ (0.25) (0.23) 0.16 (0.45)
============ ============ ============ ============
Diluted net income (loss) per share
Reported net income (loss) per share $ (0.25) (0.24) 0.13 (0.47)
Add back goodwill amortization -- 0.01 -- 0.02
------------ ------------ ------------ ------------
Adjusted diluted net income (loss) per share $ (0.25) (0.23) 0.13 (0.45)
============ ============ ============ ============
(5) NOTES PAYABLE
The notes payable at September 30, 2002 and December 31, 2001 consist of
the following:
2002 2001
---------- ----------
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
---------- ----------
200,000 3,825,000
Less current portion 100,000 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 $89,897 are accrued but not paid at
September 30, 2002.
9
INTREPID CAPITAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 2002
(6) SEGMENTS
During 2002 and 2001, the Company operated in two principal segments,
asset management and investment banking services which includes brokerage
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 nine month periods ended September
30, 2002 and 2001:
THREE MONTHS ENDED SEPTEMBER 30 NINE MONTHS ENDED SEPTEMBER 30
2002 2001 2002 2001
----------- ----------- ----------- -----------
Revenues:
Asset management segment $ 917,736 197,796 2,566,107 607,155
Investment banking services segment 505,853 421,392 8,381,652 1,419,548
Corporate 63,587 69,767 665,315 225,167
Intersegment revenues (60,000) (68,973) (604,402) (206,918)
----------- ----------- ----------- -----------
$ 1,427,176 619,982 11,008,672 2,044,952
=========== =========== =========== ===========
Net income (loss) from continuing operations:
Asset management segment $ (204,881) (50,968) (478,598) (153,118)
Investment banking services segment (424,324) (24,834) 2,180,091 (71,910)
Corporate (160,825) (182,187) (1,074,603) (529,061)
----------- ----------- ----------- -----------
$ (790,030) (257,989) 626,890 (754,089)
=========== =========== =========== ===========
The total assets for each of the reportable segments are summarized as
follows as of September 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 $4,801,126 4,719,199
Investment banking services segment 621,794 343,446
Other 1,224,413 1,130,510
---------- ----------
$6,647,333 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 require a
significant degree of estimates based on management's assumptions regarding
future cash flows, account retention, expected profit margins, and applicable
discount rates and are subject to uncertainty and may differ significantly from
actual results under different assumptions or conditions.
The Company has completed its initial assessment of goodwill and
identifiable intangible assets. Management has assessed the recoverability of
the identifiable intangible assets and has determined there to be no impairment
based on its estimates and analysis of future cash flows. Management will
continue to assess the recoverability whenever events or circumstances indicate
they may be impaired and monitor the future results of the asset management
segment. In addition, the Company will periodically review goodwill and
intangible assets for impairment in accordance with existing accounting
pronouncements and has set an annual impairment test date of December 31. 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.
11
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.
On March 27, 2002, the Company entered into an agreement to acquire 100%
of the common stock of First Bank of Jacksonville. During the third quarter of
2002, the Company mutually agreed with the shareholders of the First Bank of
Jacksonville to terminate the definitive merger agreement.
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 $1,054,714 for the nine months ended September 30, 2001. The
loss from discontinued operations for Enviroq was $345,007 for the nine months
ended September 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 investment banking services segment
will continue to generate high-margin
12
investment banking revenues during the remainder of 2002 and into 2003 based on
existing prospects and contracts in place.
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 nine
months ended September 30, 2002, revenues earned from the FDIC contract were
$7,178,581 which includes reimbursable pass-through costs occurring after the
contract termination date. At September 30, 2002, receivables from the FDIC
account for approximately 56% of the Company's accounts receivable.
For the nine months ended September 30, 2002, net cash provided by
operating activities was $313,935, primarily attributable to the Company's net
income for the period. Net cash used in investing activities was $232,959, which
is due to the purchase of equipment. Net cash used in financing activities was
$125,000, which is primarily due to principal payments on 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 September
30, 2002, Ewing's regulatory net capital was $179,771, which is $129,771 in
excess of its minimum net capital requirement of $50,000.
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
$1,121,643 and $3,549,936 and pro forma net loss of $660,995 and $1,350,141 for
the three and nine months ended September 30, 2001, respectively.
The company experienced a loss from operations for the three months ended
September 30, 2002. The loss is primarily attributable to the Company's focus on
growing asset management fees in the investment management segment through the
hiring of new sales professionals and an ongoing advertising and marketing
campaign and to significantly decreased investment banking revenues during the
period.
The Company has invested and plans to continue to focus and invest in
both the asset management and investment banking segments. ICM has several
portfolio styles, ranked by independent sources, in the top percentile of all
asset managers for both performance and risk control. The Company is investing
in human capital through the hiring of six asset management sales professionals
and four investment banking professionals and has sales promotion efforts,
through advertising and marketing, aimed at branding and broadening the
Company's investment management and investment banking market share and
presence.
Subsequent to September 30, 2002, ICM was selected by one of the nation's
top securities firms as a top-tier asset manager for use by their more than
7,300 brokers in more than 700 offices throughout the world. In a further effort
to focus on asset management and investment banking, the Company exited the
retail brokerage operations in October 2002 through the termination of the six
employees involved exclusively with the retail brokerage operations and is only
maintaining the brokerage operations that aid the investment banking business.
Although the Company is currently experiencing operational losses and is
expected to during the fourth quarter of 2002 as a result of its investments,
management projects the investments will justify the current expenses through
significant increases in its asset management and investment banking revenues in
2003.
13
Three Months Ended September 30, 2002 Compared to the Three Months Ended
September 30, 2001
Total revenues were $1,427,176 for the three months ended September 30,
2002, compared to $619,982 for the three months ended September 30, 2001,
representing a 130.2% increase.
Asset management fees increased $724,218, or 364.5%, to $922,897. Asset
management fees represent revenue earned by ICM 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 $452.1
million at June 30, 2002, compared to $79.3 million at June 30, 2001. The
increase in asset management fees for the three months ended September 30, 2002
relates primarily to the increase in AUM as a result of the acquisition of ICC
in December 2001. AUM was $458.2 million at September 30, 2002, compared to
$74.1 million at September 30, 2001.
Investment banking revenues increased $182,427, or 244.1%, to $257,165.
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
46% of total investment banking revenue for the period.
Commissions decreased $117,011, or 35.3%, to $214,343. 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 $17,560, or 115.4%, to $32,771. 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 $2,663,350 for the three months ended September 30,
2002, compared to $877,971 for the three months ended September 30, 2001,
representing a 203.4% increase.
Salaries and employee benefits increased $934,488, or 205.1%, to
$1,390,145. 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 the acquisition of ICC employees and to salaries and employee
benefits associated with several newly hired regional ICM sales professionals.
Brokerage and clearing expenses decreased $12,315, or 19.0%, to $52,551.
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 $189,418, or 218.5%, to
$276,113. 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 top-tier investment performance.
14
Professional and regulatory expenses increased $414,065, or 517.6%, to
$494,059. The increase is primarily attributable to the legal and other costs
associated with the FDIC contract.
Occupancy and maintenance expenses increased $88,629, or 97.4%, to
$179,614. 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 $1,991, or 12.0%, to $18,623. 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 $112,717, or 183.6%, to $174,100. 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 benefit was $446,144 and is primarily attributable to the
Company's operating loss for the period. The effective tax rate for the three
months ended September 30, 2002 was 36.1%.
Nine Months Ended September 30, 2002 Compared to the Nine Months Ended September
30, 2001
Total revenues were $11,008,672 for the nine months ended September 30,
2002, compared to $2,044,952 for the nine months ended September 30, 2001,
representing a 438.3% increase.
Asset management fees increased $1,964,080, or 325.9%, to $2,566,658.
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, $475.5 and $452.1 million at
December 31, 2001, March 31, 2002 and June 30, 2002, respectively, compared to
$105.3, $84.6 and $79.3 million at December 31, 2000, March 31, 2001 and June
30, 2001, respectively. The increase in asset management fees for the nine
months ended September 30, 2002 relates primarily to the increase in AUM as a
result of the acquisition of ICC in December 2001. AUM was $458.2 million at
September 30, 2002, compared to $74.1 million at September 30, 2001.
Investment banking revenues increased $7,145,784, or 2,093.2%, to
$7,487,170. 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
96% of total investment banking revenue for the period.
Commissions decreased $235,236, or 22.9%, to $790,273. 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 $89,092, or 118.0%, to $164,571. 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.
15
Total expenses were $10,127,306 for the nine months ended September 30,
2002, compared to $2,799,041 for the nine months ended September 30, 2001,
representing a 261.8% increase.
Salaries and employee benefits increased $4,508,376, or 277.3%, to
$6,134,105. 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 $35,883, or 18.0%, to $164,005.
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 $418,133, or 241.3%, to
$591,416. 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 top-tier investment performance.
Professional and regulatory expenses increased $1,747,511, or 822.8%, to
$1,959,887. The increase is primarily attributable to the legal and other costs
associated with the FDIC contract.
Occupancy and maintenance expenses increased $219,703, or 80.7%, to
$491,966. 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 $54,214, or 103.6%, to $106,548. 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 and to interest on a note payable to a bank used for working
capital needs associated with the FDIC contract.
Other expenses increased $290,045, or 146.5%, to $488,044. 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 $254,476. Total tax expense was $394,951 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 nine months ended September 30, 2002 was 28.9%. The effective tax
rate was lower than the statutory rate due to a change in valuation allowance of
$140,475.
ITEM 3. CONTROLS AND PROCEDURES
Based on their evaluation of the Company's disclosure controls and
procedures as of a date within 90 days of the filing of this Report, the
President and Chief Executive Officer and the Chief Financial Officer of the
Company have concluded that such controls and procedures are effective. There
were no significant changes in the Company's internal controls or in other
factors that could significantly affect such controls subsequent to the date of
their evaluation.
16
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 September 30, 2002.
17
SIGNATURES AND CERTIFICATIONS
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: November 14, 2002
By /s/ Michael J. Wallace
-------------------------------------
Michael J. Wallace, Chief
Financial Officer
Dated: November 14, 2002
I, Forrest Travis, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Intrepid Capital
Corporation;
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 officers 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
18
(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 officers 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 officers 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: November 14, 2002
/s/ Forrest Travis
---------------------------------------
Forrest Travis,
President and Chief Executive Officer
I, Michael Wallace, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Intrepid Capital
Corporation;
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 officers 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:
19
(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 officers 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 officers 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: November 14, 2002
/s/ Michael J. Wallace
---------------------------------------
Michael J. Wallace,
Chief Financial Officer
20
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.
21