10-Q/A 1 a512669.txt 3-31-02 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q/A Amendment No. 1 QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Three Months Ended March 31, 2002 Commission File Number 0-8597 ----------------------------- THE REPUBLIC CORPORATION ------------------------ Texas 74-0911766 ----- ---------- (State of other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 5340 Weslayan - P.O. Box 270462, Houston, TX 77277 ---------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 713-993-9200 NONE ---- Former name, former address and former fiscal year, if changed since last report. Indicate by check mark whether the registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such report(s), and (2) has been subject to such filing requirements for the past 90 days. YES X NO --- ---- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of March 31, 2002. Common Stock, $1.00 par value Shares 356,844 ----------------------------- ------- Outstanding at March 31, 2002, (including 23,119 shares held as treasury shares) THE REPUBLIC CORPORATION FORM 10-Q/A EXPLANATORY NOTE We are filing this Amendment No. 1 to The Republic Corporation's Quarterly Report on Form 10-Q for the period ended March 31, 2002, to restate in their entirety Items 1, 2 and 3 of Part I and Item 6 of Part II in order to restate our consolidated balance sheet as of December 31, 2001 and March 31, 2002 and make the corresponding adjustments throughout such quarterly report. For completeness purposes, the full Form 10-Q is filed herein; however, no other portions of the original Form 10-Q have been amended. The restatement relates to deferred income taxes which had not been properly recorded in prior periods. We plan to file as soon as reasonably practicable amendments to our Form 10-Ks for the fiscal years ended December 31, 2001 and 2000 and amendments to the Form 10-Qs filed in these fiscal years to restate the financial statements included in these reports to reflect the correct treatment of deferred income taxes and make related adjustments. This amendment does not reflect events occurring after the filing of the original Quarterly Report on Form 10-Q filed on May 3, 2002, or modify or update the disclosures presented in the original Form 10-Q, except to reflect the revisions described above.

The accompanying note is an integral part of these financial statements. (1)

The accompanying note is an integral part of these financial statements. (2)

The accompanying note is an integral part of these financial statements. (3) REPUBLIC CORPORATION AND SUBSIDIARY Notes to Consolidated Financial Statements March 31, 2002 Note 1 -- BASIS OF PREPARATION AND PRESENTATION The consolidated financial statements included herein have been prepared by The Republic Corporation, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission and include all adjustments which are, in the opinion of management, necessary for a fair presentation. The condensed consolidated financial statements include the accounts of the Company and its subsidiary. The condensed consolidated balance sheet of the Company as of December 31, 2001 has been derived from the audited consolidated balance sheet of the Company as of that date. The balance sheet as of December 31, 2001 and March 31, 2002 has been restated to reflect the previously unrecorded deferred income tax asset of $473,970, and the corresponding increases in the minority interest in the Company's consolidated subsidiary by $10,838 and retained earnings by $463,132. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. The Republic Corporation believes that the disclosures are adequate to make the information presented not misleading; however, it is suggested that these financial statements be read in conjunction with the financial statements and the notes thereto which are on Form 10-K for the fiscal year ended December 31, 2001. The financial data for the interim periods may not necessarily be indicative of results to be expected for the year. Securities that will be held for indefinite periods of time, including securities that will be used as part of the Company's asset/liability management strategy and that may be sold in response to changes in interest rates, prepayments, and similar factors, are classified as Available-for-Sale and accounted for at fair value. (4) MANAGEMENT'S DISCUSSION AND ANALYSIS FINANCIAL CONDITION ASSET QUALITY Loans placed on non-accrual as of March 31, 2002 are comparable on a percentage basis to the level which existed at year-end, 2001. A larger percentage drop in the problem loan percentage would normally follow as a result of a $250m decline in problem loans. In this case, however, total loans (more specifically total commercial real estate loans) were down significantly also and that caused the percentage drop to therefore be a modest one. (Please see Table 1 PROBLEM ASSETS). Unlike prior periods, the first quarter of 2002 saw a decline in total loans. The largest component of the $2,387m decline was a $1,926m decline in total commercial real estate loans, which represented 81% of the total. Loans secured by single family homes were level, an end result of substantially all of the loans of this type refinanced elsewhere being replaced by newly booked loans. ( Please see Table 2 - LOAN CONCENTRATIONS).

(5) SOURCES AND USES OF FUNDS The first quarter of 2002 was characterized by deposit growth of $5,306m and loan pay-downs of $2,325m, resulting in large part in a significant increase ($8,002m) in cash and cash equivalents. This was basically the inverse of what occurred in the prior year period and is likely a result of more competitive deposit offering rates in the current period and a significantly higher loan payoff rate in the current period as a by-product of low, secondary market mortgage rates and increased commercial loan competition in the local markets. (Please see Statement of Cash Flows, P-3). LIQUIDITY The decline in loan totals and placement of all deposit growth into liquid assets has resulted in a continuance in the first quarter of 2002 of the trend which began at mid-year 2001. At March 31, 2002, the bank's holdings of cash and due from banks, readily marketable securities and federal funds sold increased to approximately 41% of total liabilities, compared with 38% at year-end 2001 and 29% at mid-year 2001. (Please see Balance Sheet, P-1). INTEREST RATE SENSITIVITY MANAGEMENT In the ordinary course of business, the company is exposed to the risk of loss from changes in interest rates. The majority of this risk has to do with timing differences related to the repricing of assets and liabilities. The company, through its ALCO committee, analyzes and compares these repricing differences and basis point spreads so as to effectively monitor and adjust the inevitable earnings impact of rate change. The objective, over time, is to minimize this earnings impact in all interest rate environments and not to attempt to anticipate or time the market. The primary tools to accomplish this are absolute pricing level decisions on both sides of the balance sheet, so as to address the imbedded "basis risk", as well as overt adjustment to the timing of repricing events, so as to address "term risk", as a matter of policy. The modeling used internally consists of 100 basis point and 400 basis point earnings impact estimates. The instruments that the company typically adjusts in this regard are loans, securities held to maturity, federal funds sold and deposit liabilities. Based on the current repricing structure, it is anticipated that the company has sufficient tools in place to minimize or eliminate any adverse earning impact caused by interest rate change. The company does not invest in derivative financial instruments such as futures, forwards, swaps, options and other financial instruments with similar characteristics and there is negligible direct risk of adverse impacts resulting from changes in foreign currency exchange rates, commodity prices or prices of equity securities. (Please see Repricing Schedule, P-7 and Investment Securities, P-8) (6)

* Does not include overdrawn demand deposits of $16 thousand ** Does not include $24 thousand in Federal Reserve Bank stock (7) INVESTMENT SECURITIES

(1) Securities which the Bank has the ability and intent to hold to maturity. These securities are stated at cost, adjusted for amortization of premiums and accretion of discounts, computed by the interest method. Because securities are purchased for investment purposes and quoted market values fluctuate during the investment period, gains and losses are recognized upon disposition or at such time as management determines that a permanent impairment of value has occurred. Cost of securities sold is determined on the specific identification method. (2) Securities that the bank may sell in response to changes in market conditions or in the balance sheet objectives of the bank. Securities in this category will be reported at fair market value. Unrealized gains or losses (net of tax) will be reported as a separate item in the shareholder's equity section of the balance sheet. Adjustments will be recorded at least quarterly. (8) CAPITALIZATION: Due to the decline in loans, which carry higher risk weightings, and the increase in cash and cash equivalents, which carry lower risk weightings, both risk-based capital ratios increased in the first quarter of 2002. The Tier 1 leverage ratio fell in the same period because of the greater percentage growth in assets compared with the percentage growth in retained earnings. (Please see Table 5 CAPITAL) TABLE 5 - CAPITAL (Restated) (Restated) *March 31 December 31 --------- ----------- 2002 2001 Tier 1 risk-based capital (minimum is 4%) 15.58% 15.30% Tier 1 + Tier 2 risk based capital (minimum is 8%) 16.84% 16.56% Tier 1 leverage (minimum is 3%) 8.69% 8.65% *ESTIMATE RESULTS OF OPERATIONS NET INTEREST INCOME The rapid and significant decline in market interest rates over the past 15 months has caused a drastic decline in both interest income and interest expense. Net interest income in the first quarter of 2002 was slightly higher ($106m) than in the year-ago period. Management of bank performance in this area will pose the greatest challenge in going forward should the Federal Reserve decide to reverse course in any fashion similar in magnitude to that which was shown during 2001. (Please see Balance Sheet, P-1 and Statement of Income, P-2). OTHER INCOME AND EXPENSE A much larger ($154m) provision for loan losses in the first quarter of 2002 compared with the prior year period is an end result of the bank's decision to add reserves in recognition of current circumstances in the economy and based upon a conservative application of existing methodology to internal loan classifications. Actual net losses for the current period were slightly negative, with substantially all of the charge-offs consisting of consumer installment loans. Due to a significantly lower volume of loan and deposit transaction activity in the current period, all fee based income was significantly lower than in the 2001 period. Higher costs for employer health care, out-sourced data and item processing and higher payroll and advertising accounted for the majority of the increase in non-interest expense. (Please see Statement of Income, P-2). QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK See INTEREST RATE SENSITIVITY MANAGEMENT on page 7. (9) PART II OTHER INFORMATION Item 1. LEGAL PROCEEDINGS not applicable Item 2. CHANGES IN SECURITIES not applicable Item 3. DEFAULTS UPON SENIOR SECURITIES not applicable Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS not applicable Item 5. OTHER INFORMATION not applicable Item 6. EXHIBITS AND REPORTS ON FORM 8-K a) Exhibits 99.1 Certificate of Chief Executive and Chief Financial Officer pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002) b) No reports on Form 8-K have been filed during the quarter for which this report was filed. (10) SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized. THE REPUBLIC CORPORATION Date: June 30, 2003 /s/ J. ED EISEMANN, IV -------------------------- Chairman of the Board Date: June 30, 2003 -------------------------- Director CERTIFICATION I, J. Ed Eisemann, IV, certify that: 1. I have reviewed this quarterly report on Form 10-Q/A of the Republic 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 statements made, in the light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; and 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. Date: June 30, 2003 /s/ J. ED EISEMANN, IV ------------- ----------------------------------------- J. Ed Eisemann, IV Chairman of the Board, Director, Chief Executive Officer, Chief Financial and Accounting Officer (11) EXHIBIT INDEX Exhibit No. Description ----------- ----------- 99.1 Certificate of Chief Executive and Chief Financial Officer pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002) (12)

REPUBLIC CORP /TX/ 10-Q/A