SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 0R 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarter Ended September 30, 2001 Commission File Number 0-1437 -------------------------------------------------------------------------------- THE FIRST REPUBLIC CORPORATION OF AMERICA -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 13-1938454 -------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 302 Fifth Avenue, New York, NY 10001 -------------------------------------------------------------------------------- (Address of principal executive office) (Zip Code) Registrant's telephone number, including area code (212) 279-6100 Former name, former address and former fiscal year, if changed since last report: Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Sections 13 and 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days: Yes |X| No |_| As of November 13, 2001, there were 668,327 shares of common stock outstanding. -1- PART 1. FINANCIAL INFORMATION THE FIRST REPUBLIC CORPORATION OF AMERICA AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS

~~Nine~~September ~~months ended Three months ended March 31~~30, ~~March~~June 3130, 2001 ~~2000~~ 2001 ~~2000~~ ----~~--------~~ ----~~--------~~ ~~------------~~(UNAUDITED) ~~------------~~(SEE ~~Revenues~~NOTE ~~Sales-Textile~~BELOW) ~~and~~Assets ~~Seafood~~Current $Assets ~~34,321,485~~Cash $and ~~28,245,953~~Cash Equivalents $ 112,~~233~~103,~~877~~889 $ 105,~~253~~169,~~461~~899 ~~Real~~Accounts ~~Estate~~Receivable ~~and Hotel Operations 16~~6,~~682~~318,~~721~~952 176,~~543~~930,~~675~~795 5Inventories (Note 2) 10,~~006~~946,~~878~~757 510,~~574~~606,~~159~~156 Other ~~1,417,178~~Current 1Assets 4,~~030~~566,~~678~~612 ~~538~~4,~~600 537~~403,~~467~~500 ------------ ------------ Total Current Assets 23,936,210 27,110,350 ------------ ------------ ~~Total~~Property, ~~Revenues~~Plant 52and Equipment 75,~~421~~419,~~384~~441 4675,~~820~~240,~~306~~763 16Less: Accumulated Depreciation 31,~~779~~421,~~355~~996 1631,~~365~~012,~~087~~694 ------------ ------------ Net Property, Plant and Equipment 43,997,445 44,228,069 ------------ ------------ ~~Expenses~~Investments ~~Cost~~in ofand ~~Sales~~Advances -to ~~textile~~Affiliated ~~and~~Entities ~~seafood 33~~15,~~218~~186,~~183~~621 2613,~~221~~698,~~666~~287 ~~10,920,525~~Other ~~9,473,033~~Assets ~~Operating-real estate and hotel 8~~18,~~978~~281,~~346~~705 719,~~924~~595,421 ~~3,221,899~~------------ ~~2,862,706~~------------ ~~Selling,~~TOTAL ~~general~~ASSETS ~~& administrative 6~~$101,~~150~~401,~~064~~981 5$104,~~267~~632,~~309~~127 ~~2,040,483~~============ ~~1,725,085~~============ ~~Depreciation~~Liabilities and ~~amortization 3,147,511 3,606,567 1,060,932 1,200,134 Real estate taxes 1,490,685 1,591,248 497,714 535,050 Interest 1,886,812 2,207,437 557,439 740,130 Minority interests~~Stockholders' ~~share~~Equity ofCurrent ~~loss~~Liabilities of$ ~~subsidiaries (1~~5,~~165~~741,~~601)~~406 ~~(841,943)~~$ ~~(366~~7,~~000) (307~~830,~~010)~~403 ------------ ------------ Long-~~-----------~~Term ~~------------~~Debt ~~Total Expenses 53~~25,~~706~~494,~~000~~926 4525,~~976~~720,~~705~~743 ~~17,932,992 16,229,128~~ ------------ ------------ Other Liabilities 1,551,101 1,936,405 ------------ ------------ ~~(Loss)~~Stockholders' ~~Income~~Equity: ~~before~~Common ~~income~~Stock ~~taxes and equity in loss of affiliated entities (~~1,~~284~~175,~~616)~~261 ~~843,601 (~~1,~~153~~175,~~637)~~261 ~~135,959~~Other Stockholders' Equity ~~in loss of affiliated entities (542~~67,~~450) (810~~439,~~149)~~287 ~~(106~~67,~~635) (321~~969,~~037)~~315 ~~Gain on Sale of Real Estate held for rental~~ - ~~Note 8 18,629,597~~ -- -- -- ~~Income taxes~~ - ~~Note 3 (711,000) (292,000) (3,000) (105,000)~~ ----~~--------~~ ------------ Total Stockholders' Equity 68,614,548 69,144,576 ------------ ------------ ~~Net~~TOTAL ~~Income~~LIABILITIES ~~(Loss)~~AND $STOCKHOLDERS' ~~16,091,531~~EQUITY $ ~~(258~~101,~~548)~~401,981 $ (1104,~~263~~632,~~272)~~127 ~~$ (290,078)~~ ============ ============ ============ ============ Income per share: Net Income (Loss) - basic and diluted $ 24.04 $ (.39) $ (1.89) $ (.44) ============ ============ ============ ============ Average shares outstanding basic and diluted 669,268 669,985 669,049 669,977

NOTE: The balance sheet at June 30, 2001 has been derived from the audited financial statements at that date and condensed. SEE NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS -2- THE FIRST REPUBLIC CORPORATION OF AMERICA AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

~~Nine~~Three ~~Months~~months ~~Ended~~ended ~~March~~September 3130, 2001 2000 ----~~--------~~ ----~~--------~~ ~~OPERATING~~Revenues ~~ACTIVITIES~~Sales-Textile ~~Net~~and ~~Income~~Seafood ~~(Loss)~~ $ 167,~~091~~809,~~531~~353 $ ~~(258~~9,~~548)~~359,560 ~~Adjustments to Reconcile Net Income (Loss) to Cash Used in Operating Activities: Gain on Sale of~~ Real Estate ~~held for Rental (18,629,597) -- Depreciation~~ and ~~Amortization~~Hotel ~~3,147,511~~Operations 35,~~606~~375,~~567~~836 ~~Minority Interests' Share of Loss in Subsidiaries (1,165,601) (841,943) Changes in Operating Assets and Liabilities: Increase in Accounts Receivable (777,702) (2,219,612) Increase in Inventories (~~5,~~168~~867,~~056)~~438 ~~(4,981,627) (Increase) Decrease in~~ Other ~~Current Assets (793~~522,~~848)~~865 ~~470~~573,~~708~~311 ~~Increase in Accounts Payable 1,902,971 1,238,302 Decrease in Other Liabilities (785,391) (34,413)~~ ------------ ------------ ~~NET~~Total ~~CASH~~Revenues ~~USED IN OPERATIONS (6~~13,~~178~~708,~~182)~~054 (315,~~020~~800,~~566)~~309 ------------ ------------ ~~INVESTING~~Expenses ~~ACTIVITIES~~Cost ~~Purchase~~ of ~~Property,~~Sales ~~Plant~~- textile and ~~Equipment~~seafood (38,~~177~~151,~~261)~~490 (39,~~254~~251,~~802)~~626 ~~Investment~~Operating in- real estate and ~~Advances~~hotel to2,479,635 ~~Affiliated~~2,589,692 ~~Entities-Net~~Selling, ~~930~~general & administrative 1,~~257~~779,615 ~~(549~~1,~~400)~~904,368 ~~Proceeds~~Depreciation ~~from~~and ~~Sale~~amortization of1,070,405 1,050,604 Real ~~Estate~~estate ~~held~~taxes ~~for~~477,929 ~~Rental~~535,123 20Interest 581,~~050~~671 682,~~000~~338 --Minority interests' share of loss of subsidiaries (507,883) (410,466) ------------ ------------ ~~NET~~Total ~~CASH~~Expenses ~~PROVIDED BY (USED IN) INVESTING ACTIVITIES 17~~14,~~802~~032,~~996~~862 (315,~~804~~603,~~202)~~285 ------------ ------------ ~~FINANCING~~(Loss) ~~ACTIVITIES~~income ~~Proceeds~~before ~~from~~income ~~Mortgages~~taxes and ~~Notes~~equity ~~Payable~~in toloss ~~Banks~~of --affiliated ~~670~~entities (324,~~000~~808) ~~Payments~~197,024 onEquity ~~Mortgages~~in ~~and~~loss ~~Notes~~of ~~Payable~~affiliated toentities ~~Banks~~ (~~988~~96,~~617~~495) (1242,~~234,881~~733) ~~Other~~Income ~~Financing~~taxes ~~Activities~~- (Note 6)3 (9100,~~550,~~000) 7(128,~~245,120~~000) ------------ ------------ ~~NET~~Net ~~CASH~~Loss (~~USED~~$ IN521,303) ~~PROVIDED BY FINANCING ACTIVITIES~~ (10$ 173,~~538,617~~709) ~~6,680,239~~============ ~~------------~~============ ~~------------~~Loss ~~INCREASE~~per ~~(DECREASE)~~share: INNew ~~CASH~~Loss ~~AND~~- ~~CASH~~basic ~~EQUIVALENTS~~and ~~1,086,197~~diluted $ (~~144,529~~.78) ~~Cash~~$ ~~and~~(.26) ~~Cash~~============ ~~Equivalents~~============ atWeighted ~~Beginning~~average ofshares ~~Period~~outstanding ~~2,302,713~~Basic ~~1,506,113~~and ~~------------~~diluted ~~------------ CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 3~~668,~~388,910~~537 ~~$ 1~~669,~~361,584~~473 ============ ============

SEE NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS -3- THE FIRST REPUBLIC CORPORATION OF AMERICA AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)

SEE NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS -4- THE FIRST REPUBLIC CORPORATION OF AMERICA AND SUBSIDIARIES NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three month period ended September 30, 2001 are not necessarily indicative of the results that may be expected for the year ended June 30, 2002. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended June 30, 2001. 2. INVENTORIES September 30, June 30, 2001 2001 ---- ---- Work-in process and raw materials $ 1,646,094 $ 1,938,535 Finished goods 9,300,663 8,667,621 ----------- ----------- $10,946,757 $10,606,156 ----------- ----------- 3. INCOME TAXES Three Months Ended September 30, 2001 2000 ---- ---- Federal $ -- $ 20,000 State 100,000 108,000 -------- -------- $100,000 $128,000 -------- -------- 4. EARNINGS PER SHARE Earnings per share are based upon the weighted average shares outstanding. The Company does not have any dilutive securities. 5. INDUSTRY SEGMENTS Three months ended September 30, 2001 2000 ---- ---- Revenues: Real Estate $ 3,737,006 $ 4,126,116 Hotel 1,638,830 1,741,322 Seafood 5,470,085 6,394,096 Textile 2,339,268 2,965,464 Corporate and Other 522,865 573,311 ----------- ----------- $13,708,054 $15,800,309 =========== =========== -5- THE FIRST REPUBLIC CORPORATION OF AMERICA AND SUBSIDIARIES NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2001 2000 ---- ---- Identifiable Assets: Real Estate $ 33,680,610 $ 35,791,429 Hotel 5,004,564 6,295,287 Seafood 30,913,938 32,591,252 Textile 9,034,826 9,632,765 Corporate 22,768,043 18,294,244 ------------ ------------ $101,401,981 $102,604,977 ============ ============ Results of operations are shown in Managements Discussion and Analysis of Financial Condition and Results of Operations. 6. RECENT ACCOUNTING PRONOUNCEMENTS Business Combinations In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement No. 141, Business Combinations. Statement No. 141 requires that the purchase method of accounting be used for all business combinations initiated after June 30, 2001. Use of the pooling-of-interests method is no longer permitted. Statement No. 141 also includes guidance on the initial recognition and measurement of goodwill and other intangible assets acquired in a business combination that is completed after June 30, 2001. Management does not anticipate that the adoption of this statement will have a significant effect on the results of operations or the financial position of the Company. Goodwill and Other Intangible Assets In June 2001, the FASB issued Statement No. 142, Goodwill and Other Intangible Assets. Statement No. 142 no longer permits the amortization of goodwill and indefinite-lived intangible assets. Instead, these assets must be reviewed annually (or more frequently under certain conditions) for impairment in accordance with this statement. This impairment test uses a fair value approach rather than the undiscounted cash flows approach previously required by Statement No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of (as amended by Statement No. 144). The amortization of goodwill included in other expenses will also no longer be recorded upon adoption of the new rules. Intangible assets that do not have indefinite lives will continue to be amortized over their useful lives and reviewed for impairment in accordance with Statement No. 121 (as amended by Statement No. 144). The Company is required to adopt Statement No. 142 no later than November 1, 2002. Management does not anticipate that the adoption of this statement will have a significant effect on the results of operations or the financial position of the Company. -6- THE FIRST REPUBLIC CORPORATION OF AMERICA AND SUBSIDIARIES NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS CONTINUED Impairment of Long-Lived Assets In October 2001, the FASB issued Statement No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. Statement No. 144 provides accounting guidance for financial accounting and reporting for the impairment or disposal of long-lived assets Statement No. 144 supersedes Statement No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of. It also supersedes the accounting and reporting of APB Opinion No. 50 "Reporting the Results of Operations - Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions" related to the disposal of a segment of a business. Statement No. 144 is effective for fiscal years beginning after December 15, 2001. Management does not anticipate that its adoption will have a material effect on the financial position or results of operations of the Company. 7. SUBSEQUENT EVENT On October 31, 2001 the Company sold the land it owned in Melbourne, Florida for $1,775,000. The Company recognized a gain of approximately $179,000 and received net proceeds of approximately $1,622,000. -7- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (IN THOUSANDS) Liquidity and Capital Resources Working capital for the three months ended September 30, 2001 decreased by approximately $1,085 to $18,195. Net cash used in operating activities was approximately $2,325. Net cash used in financing activities was approximately $235. Net cash of approximately $507 was used in investing activities. The Company's credit agreement with its principal lender provides for a $9,000 term loan with an interest rate of 7.5% per annum and a $3,000 revolving line of credit with an interest rate equal to either (a) LIBOR plus 2% or, (b) the Alternate Base Rate (as defined) plus 0.50%. These loans are also collateralized by a mortgage on the East Newark Industrial Center. The term loan requires amortization payments of $359 per annum. The term loan matures on October 21, 2002 and the revolving line of credit, which was to expire on October 21, 2001, is in the process of being extended to October 2002. At September 30, 2001 the term loan balance was $7,625 and nothing was outstanding under the revolving line of credit. -8- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - CONTINUED (IN THOUSANDS) Results of Operations Three months ended September 30, 2001 and 2000 Income from operations before income taxes and minority interests decreased $473. The components are as follows (Decrease) 2001 2000 Increase ---- ---- ---------- Real Estate $ 1,183 $ 1,456 $(273) Hotel 103 234 (131) Seafood (1,281) (1,008) (273) Textiles (220) (103) (117) Corporate (714) (1,035) 321 ------- ------- ----- $ (929) $ (456) $(473) ------- ------- ----- REAL ESTATE Revenues decreased $389 primarily as a result of the sale of the Company's office building on West 39th Street in New York City on October 4, 2000. The decrease in earnings was caused by the sale of West 39th Street offset by an increase in profits at most of our other properties. HOTEL Revenues decreased $102 over last year. Hotel earnings decreased $131 as a result of the lower revenues and an increase in costs. SEAFOOD Revenues decreased $924 in the current period primarily due to the declining economy and the terrorist attack on the World Trade Center which caused a disruption in sales. Losses continued in the seafood division due primarily to curtailed production at the Company's clam operation, continuing losses in Ecuador due to lower than anticipated shrimp production and losses on imported scallops at our Florida operation, caused by a drop in domestic scallop prices. Losses in Ecuador were $726 this year as compared to last years loss of $583 due principally to the continuation of the White Spot Virus in Ecuador that has decimated that country's shrimp production. Scallop operations in Florida lost $329 as compared to a loss last year of $177. Bluepoints Long Island operations had a loss of $226 as compared to a loss of $248 last year. -9- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - CONTINUED (IN THOUSANDS) TEXTILES Hanora Spinning's earnings increased $5 to $94 for the quarter. Hanora South and J & M Dyers recognized a combined loss of $277 compared to last years loss of $145 due to costs incurred in closing down our yarn spinning plant in Lake City, South Carolina in September 2001. Whitlock Combing incurred a loss of $37 in the current period as compared to a loss of $47 last year relating to its property in South Carolina which is being offered for sale. Overall, textile revenues decreased $626. CORPORATE/OTHER Corporate expenses, including interest on the Company's term loan and revolving line of credit, decreased by $321 due substantially to reduced salary and fringe costs of $156, lower professional fees of $72 and lower interest costs of $51. RECENT ACCOUNTING PRONOUNCEMENTS Business Combinations In June 2001, the FASB issued Statement No. 141, Business Combinations. Statement No. 141 requires that the purchase method of accounting be used for all business combinations initiated after June 30, 2001. Use of the pooling-of-interests method is no longer permitted. Statement No. 141 also includes guidance on the initial recognition and measurement of goodwill and other intangible assets acquired in a business combination that is completed after June 30, 2001. Management does not anticipate that the adoption of this statement will have a significant effect on the results of operations or the financial position of the Company. Goodwill and Other Intangible Assets In June 2001, the FASB issued Statement No. 142, Goodwill and Other Intangible Assets. Statement No. 142 no longer permits the amortization of goodwill and indefinite-lived intangible assets. Instead, these assets must be reviewed annually (or more frequently under certain conditions) for impairment in accordance with this statement. This impairment test uses a fair value approach rather than the undiscounted cash flows approach previously required by Statement No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of (as amended by Statement No. 144). The amortization of goodwill included in other expenses will also no longer be recorded upon adoption of the new rules. Intangible assets that do not have indefinite lives will continue to be amortized over their useful lives and reviewed for impairment in accordance with Statement No. 121 (as amended by Statement No. 144). The Company is required to adopt Statement No. 142 no later than November 1, 2002. Management does not anticipate that the adoption of this statement will have a significant effect on the results of operations or the financial position of the Company. -10- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - CONTINUED (IN THOUSANDS) Impairment of Long-Lived Assets In October 2001, the FASB issued Statement No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. Statement No. 144 provides accounting guidance for financial accounting and reporting for the impairment or disposal of long-lived assets Statement No. 144 supersedes Statement No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of. It also supersedes the accounting and reporting of APB Opinion No. 50 "Reporting the Results of Operations - Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions" related to the disposal of a segment of a business. Statement No. 144 is effective for fiscal years beginning after December 15, 2001. Management does not anticipate that its adoption will have a material effect on the financial position or results of operations of the Company. -FORWARD-LOOKING STATEMENTS Certain statements made in this report may constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21B of the Securities Act of 1934, as amended. Such forward-looking statements include statements regarding the intent, belief or current expectations of the Company and its management and involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among other things, the following: the ability of the Company to increase production at its Ecuadorian shrimp farms and to address the virus problem that is affecting shrimp production in Ecuador, the clam inventory in the Great South Bay, the availability of scallops in the area covered by the Company's Cape Canaveral, Florida operations, the success of the Company's Mariculture System, Tolerine product and micro-screening efforts, demand for the Company's textile services, and general economic and business conditions, which will, among other things, affect the demand for space and rooms at the Company's real estate and hotel properties, the availability and creditworthiness of prospective tenants, lease rents and terms and availability of financing; and adverse changes in the real estate markets, including, among other things, competition with other companies, risk of real estate development and acquisition, governmental actions and initiatives and environmental safety requirements. In addition, the recent catastrophe involving the World Trade Center continue to impact the operations of the Company's seafood, textile and hotel operations. -11- PART II. OTHER INFORMATION ITEM 6. Exhibits and Reports on Form 8-K. Exhibits: None SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. THE FIRST REPUBLIC CORPORATION OF AMERICA Registrant Date: November 21, 2001 /s/ Harry Bergman ---------------------------------------- Harry Bergman President and Treasurer

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