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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-QSB/A

Amendment No. 1
(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
(State of Incorporation)
    
    59-3546446
(I.R.S. Employer Identification No.)


3652 South Third Street, Suite 200, Jacksonville Beach, Florida
(Address of principal executive offices)
    
    32250
(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]





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TABLE OF CONTENTS



|                                             |                                                                   |                                            |  |  |  |  |  | 
|-------------------------------------------- | ----------------------------------------------------------------- | ------------------------------------------ |  |  |  |  |  | 
|Part I  Financial Information              
|                                             | Item 1 Financial Statements                                      
|                                             |                                                                   | Consolidated Balance Sheets               
|                                             |                                                                   | Consolidated Statements of Operations     
|                                             |                                                                   | Consolidated Statements of Cash Flows     
|                                             |                                                                   | Notes to Consolidated Financial Statements
|                                             | ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
|                                             |                                                                   | Critical Accounting Policies and Estimates
|                                             |                                                                   | Acquisitions                              
|                                             |                                                                   | Discontinued Operations                   
|                                             |                                                                   | Liquidity and Capital Resources           
|                                             |                                                                   | Results of Operations                     
|PART II  OTHER INFORMATION                 
|                                             | ITEM 1. LEGAL PROCEEDINGS                                        
|                                             | ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS                
|                                             | ITEM 3. DEFAULTS UPON SENIOR SECURITIES                          
|                                             | ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS      
|                                             | ITEM 5. OTHER INFORMATION                                        
|                                             | ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                         
|SIGNATURES                                  
|EX-31.1 SECTION 302 CERTIFICATION OF THE CEO
|EX-31.2 SECTION 302 CERTIFICATION OF THE PAO
|EX-32.1 SECTION 906 CERTIFICATION OF THE CEO
|EX-32.2 SECTION 906 CERTIFICATION OF THE PAO



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INTREPID CAPITAL CORPORATION AND SUBSIDIARIES

Index to Form 10-QSB/A, Amendment No. 1
For the Quarter Ended June 30, 2002

PART I  FINANCIAL INFORMATIONItem 1 Financial StatementsConsolidated Balance Sheets of Intrepid Capital
Corporation and Subsidiaries as of June 30,
2002 (As restated) and December 31, 2001
    
    
    4Consolidated Statements of Operations of
Intrepid Capital Corporation and Subsidiaries
for the Three and Six Month Periods Ended June
30, 2002 (As restated) and 2001
    
    
    5Consolidated Statements of Cash Flows of
Intrepid Capital Corporation and Subsidiaries
for the Six Month Periods Ended June 30, 2002
(As restated) and 2001
    
    
    6Notes to Consolidated Financial Statements
    
    
    7-12Item 2 Managements Discussion and Analysis or Plan of OperationCritical Accounting Policies and Estimates
    
    
    13Acquisitions
    
    
    14Discontinued Operations
    
    
    14Liquidity and Capital Resources
    
    
    14Results of Operations
    
    
    15-18PART II  OTHER INFORMATIONItem 1 Legal Proceedings
    
    
    18Item 2 Changes in Securities and Use of Proceeds
    
    
    18Item 3 Defaults upon Senior Securities
    
    
    18Item 4 Submission of Matters to a Vote of Security Holders
    
    
    18Item 5 Other Information
    
    
    18Item 6 Exhibits and Reports on Form 8-K
    
    
    19Signatures
    
    
    20


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Restatement

Intrepid Capital Corporation (the Company) is amending its quarterly report
on Form 10-QSB for the quarter ended June 30, 2002, to reflect the effects of a
compensation agreement which was entered into during the second quarter of 2002
and was not fully included in the aforementioned report. The restatement for
the three and six months ended June 30, 2002, as disclosed in Note (2) 
Restatement herein, involved i) recording additional compensation expense of
$364,000 for the three and six months ended June 30, 2002 and ii) reflecting
200,000 additional stock options as having been issued during the second
quarter of 2002. The consolidated financial statements as of and for the three
and six months ended June 20, 2002, are restated herein.

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ITEM 1. FINANCIAL INFORMATION




INTREPID CAPITAL CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
June 30, 2002 and December 31, 2001
(unaudited)

2002(As restated,Assets
    
    Note 2)
    
    2001Current assets:Cash and cash equivalents
    
    $
    1,479,525
    
    
    
    641,577Investments, at fair value
    
    
    94,139
    
    
    
    81,935Accounts receivable
    
    
    2,933,083
    
    
    
    130,504Prepaid and other assets
    
    
    436,402
    
    
    
    164,859Total current assets
    
    
    4,943,149
    
    
    
    1,018,875Notes receivable
    
    
    323,919
    
    
    
    323,919Equipment and leasehold improvements, net of accumulated
depreciation of $285,320 in 2002
    
    
    437,735
    
    
    
    360,348Other assets
    
    
    16,039
    
    
    
    Intangible
assets, net of accumulated amortization of $44,561
in 2002
    
    
    846,663
    
    
    
    891,224Goodwill,
net of accumulated amortization of $7,131 in 2002 and 2001
    
    
    3,598,789
    
    
    
    3,598,789Total assets
    
    $
    10,166,294
    
    
    
    6,193,155Liabilities and Stockholders EquityCurrent liabilities:Accounts payable
    
    $
    714,988
    
    
    
    209,984Accrued expenses
    
    
    1,286,134
    
    
    
    651,865Current portion of notes payable
    
    
    1,600,000
    
    
    
    3,725,000Taxes payable
    
    
    139,339
    
    
    
    Other
    
    
    156,185
    
    
    
    196,380Total current liabilities
    
    
    3,896,646
    
    
    
    4,783,229Deferred compensation (Note 2)
    
    
    215,710
    
    
    
    Pension plan obligation
    
    
    213,908
    
    
    
    214,989Notes payable, less current portion
    
    
    100,000
    
    
    
    100,000Total liabilities
    
    
    4,426,264
    
    
    
    5,098,218Stockholders 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
    
    
    
    33,502Treasury stock, at cost - 1,000 shares
    
    
    (3,669
    )
    
    
    (3,669
    )Additional paid-in capital
    
    
    3,570,768
    
    
    
    3,616,915Accumulated deficit
    
    
    (1,360,571
    )
    
    
    (2,551,811
    )Total stockholders equity
    
    
    5,740,030
    
    
    
    1,094,937$
    10,166,294
    
    
    
    6,193,155


See accompanying notes to consolidated financial statements.

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INTREPID CAPITAL CORPORATION AND SUBSIDIARIES

Consolidated Statements of Operations
Three and Six month periods ended June 30, 2002 and 2001
(unaudited)

Three months
    
    Six monthsended June 30
    
    ended June 302002
    
    2001
    
    2002
    
    2001(As restated,
    
    
    
    
    
    (As restated,Note 2)
    
    
    
    
    
    Note 2)Revenues:Asset management fees
    
    $
    810,282
    
    
    
    184,206
    
    
    
    1,643,761
    
    
    
    403,899Investment banking revenues
    
    
    4,175,699
    
    
    
    164,759
    
    
    
    7,230,005
    
    
    
    266,648Commissions
    
    
    248,201
    
    
    
    340,470
    
    
    
    575,930
    
    
    
    694,155Other
    
    
    83,176
    
    
    
    34,330
    
    
    
    131,800
    
    
    
    60,268Total revenues
    
    
    5,317,358
    
    
    
    723,765
    
    
    
    9,581,496
    
    
    
    1,424,970Expenses:Salaries and employee benefits
    
    
    3,133,134
    
    
    
    557,914
    
    
    
    5,107,960
    
    
    
    1,170,072Brokerage and clearing
    
    
    48,932
    
    
    
    64,727
    
    
    
    111,454
    
    
    
    135,022Advertising and marketing
    
    
    194,766
    
    
    
    49,206
    
    
    
    315,303
    
    
    
    86,588Professional and regulatory fees
    
    
    1,028,611
    
    
    
    79,823
    
    
    
    1,465,828
    
    
    
    132,382Occupancy and maintenance
    
    
    169,169
    
    
    
    89,782
    
    
    
    312,352
    
    
    
    181,278Depreciation and amortization
    
    
    58,952
    
    
    
    21,760
    
    
    
    113,190
    
    
    
    43,409Interest expense
    
    
    36,630
    
    
    
    17,353
    
    
    
    87,925
    
    
    
    35,704Other
    
    
    176,480
    
    
    
    66,234
    
    
    
    313,944
    
    
    
    136,616Total expenses
    
    
    4,846,674
    
    
    
    946,799
    
    
    
    7,827,956
    
    
    
    1,921,071Income (loss) from continuing operations before income taxes
    
    
    470,684
    
    
    
    (223,034
    )
    
    
    1,753,540
    
    
    
    (496,101
    )Income tax expense
    
    
    186,274
    
    
    
    
    
    
    
    562,300
    
    
    
    Income (loss) from continuing operations
    
    
    284,410
    
    
    
    (223,034
    )
    
    
    1,191,240
    
    
    
    (496,101
    )Discontinued operations  income (loss) from discontinued operations
    
    
    
    
    
    
    31,445
    
    
    
    
    
    
    
    (33,108
    )Net income (loss)
    
    
    284,410
    
    
    
    (191,589
    )
    
    
    1,191,240
    
    
    
    (529,209
    )Dividends on preferred stock
    
    
    46,147
    
    
    
    
    
    
    
    46,147
    
    
    
    Net income (loss) attributable to common stockholders
    
    $
    238,263
    
    
    
    (191,589
    )
    
    
    1,145,093
    
    
    
    (529,209
    )Income (loss) per common share  Basic:Income (loss) from continuing operations
    
    $
    0.07
    
    
    
    (0.10
    )
    
    
    0.34
    
    
    
    (0.21
    )Discontinued operations
    
    
    
    
    
    
    0.02
    
    
    
    
    
    
    
    (0.02
    )Net income (loss) attributable to common stockholders per share
    
    $
    0.07
    
    
    
    (0.08
    )
    
    
    0.34
    
    
    
    (0.23
    )Income (loss) per common share  Diluted:Income (loss) from continuing operations
    
    $
    0.06
    
    
    
    (0.10
    )
    
    
    0.26
    
    
    
    (0.21
    )Discontinued operations
    
    
    
    
    
    
    0.02
    
    
    
    
    
    
    
    (0.02
    )Net income (loss) attributable to common stockholders per share
    
    $
    0.06
    
    
    
    (0.08
    )
    
    
    0.26
    
    
    
    (0.23
    )Basic weighted average shares outstanding
    
    
    3,349,183
    
    
    
    2,339,944
    
    
    
    3,349,183
    
    
    
    2,329,528Diluted weighted average shares outstanding
    
    
    4,661,975
    
    
    
    2,339,944
    
    
    
    4,668,665
    
    
    
    2,329,528


See accompanying notes to consolidated financial statements.

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INTREPID CAPITAL CORPORATION AND SUBSIDIARIES

Consolidated Statements of Cash Flows
Six months ended June 30, 2002 and 2001
(unaudited)

2002(As restated,Note 2)
    
    2001Cash flows from operating activities:Net income (loss)
    
    $
    1,191,240
    
    
    
    (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
    )
    
    
    7,055Net trading profits
    
    
    (8,324
    )
    
    
    (4,318
    )Change in assets and liabilities:Accounts receivable
    
    
    (2,802,579
    )
    
    
    11,262Prepaid and other assets
    
    
    (287,582
    )
    
    
    175,737Accounts payable and accrued expenses
    
    
    1,093,126
    
    
    
    (89,851
    )Taxes payable
    
    
    139,339
    
    
    
    Deferred compensation
    
    
    215,710
    
    
    
    Pension obligation
    
    
    (1,081
    )
    
    
    Other liabilities
    
    
    (40,195
    )
    
    
    (54,064
    )Discontinued operations  working capital changes
    
    
    
    
    
    
    62,757Net 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
    
    
    
    
    
    
    262,110Net cash provided by financing activities
    
    
    1,375,000
    
    
    
    92,666Net increase (decrease) in cash and cash
equivalents
    
    
    837,948
    
    
    
    (244,785
    )Cash and cash equivalents at beginning of period
    
    
    641,577
    
    
    
    419,616Cash and cash equivalents at end of period
    
    $
    1,479,525
    
    
    
    174,831Supplemental disclosure of cash flow information:Cash paid during the period for interest
    
    $
    72,865
    
    
    
    29,159Cash 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.

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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.
| |  |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | (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 had 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 and the Company
completed its initial goodwill impairment test with no impairment
noted.
| |  |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | 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 (Loss) Per Share
| | --- |  | -------------------------



| |  |  | Net income (loss) 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 assumes dilutive warrants and convertible instruments to
purchase shares of common stock have been exercised using the treasury
stock method. Dividends and interest expense incurred on convertible
instruments are added back to net income attributable to common
stockholders when such instruments are dilutive.                          
| |  |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Diluted earnings per share for the three
and six months ended June 30, 2002 assumes 146,125 and 152,815
shares of common stock, respectively, have been issued upon exercise
of dilutive warrants and stock options, and 1,166,666 shares of
common stock have been issued in exchange for convertible preferred
stock. In addition, dividends and interest incurred on convertible
preferred stock of $46,147 and $86,900 have been added back to net
income attributable to common stockholders for the three and six
months ended June 30, 2002, respectively. Convertible
instruments were anti-dilutive for all other periods presented.



| | (e) |  | Comprehensive Income (Loss)
| | --- |  | ---------------------------



| |  |  | 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.
| |  |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(2)  Restatement



| |  |  | Subsequent to the issuance of the consolidated financial statements for
the year ended December 31, 2002, the Company determined that the
accounting effects of an employee compensation arrangement which was
entered into during the second quarter of 2002 had not been properly
| |  |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| |  |  | reflected in its previously reported financial statements. The
compensation arrangement provided for an initial cash bonus of $300,000, a
deferred cash bonus of an additional $300,000 payable in quarterly
installments of $25,000 beginning January 1, 2003, and the issuance of an
option to purchase 200,000 shares of the Companys common stock at $2.00
per share. Of the initial bonus, $200,000 was accrued prior to June 30,
2002 and was included in salaries and employee benefits in the Companys
previously reported financial statements. The effects of the restatement
to record the remaining initial cash bonus of $100,000 and the present
value of the deferred cash bonus, discounted at 5.0%, are as follows:
| |  |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

As of June 30, 2002As PreviouslyReported
    
    As RestatedAccrued expenses
    
    $
    1,137,844
    
    
    
    1,286,134Taxes payable
    
    
    277,659
    
    
    
    139,339Total current liabilities
    
    
    3,886,676
    
    
    
    3,896,646Deferred compensation
    
    
    
    
    
    
    215,710Total liabilities
    
    
    4,200,584
    
    
    
    4,426,264Total stockholders equity
    
    
    5,965,710
    
    
    
    5,740,030


Three Months
    
    Six MonthsEnded June 30, 2002
    
    Ended June 30, 2002As Previously
    
    
    
    
    
    As PreviouslyReported
    
    As Restated
    
    Reported
    
    As RestatedSalaries and employee benefits
    
    $
    2,769,134
    
    
    
    3,133,134
    
    
    
    4,743,960
    
    
    
    5,107,960Total expenses
    
    
    4,482,674
    
    
    
    4,846,674
    
    
    
    7,463,956
    
    
    
    7,827,956Income from continuing operations
before income taxes
    
    
    834,684
    
    
    
    470,684
    
    
    
    2,117,540
    
    
    
    1,753,540Income tax expense
    
    
    335,025
    
    
    
    186,274
    
    
    
    700,620
    
    
    
    562,300Net income
    
    
    499,659
    
    
    
    284,410
    
    
    
    1,416,920
    
    
    
    1,191,240Net income attributable to common stockholders
    
    
    453,512
    
    
    
    238,263
    
    
    
    1,370,773
    
    
    
    1,145,093Income per common share  Basic
    
    
    0.14
    
    
    
    0.07
    
    
    
    0.41
    
    
    
    0.34Income per common share  Diluted
    
    
    0.11
    
    
    
    0.06
    
    
    
    0.31
    
    
    
    0.26




| |  |  | There was no change to net cash flows from operating, investing and
financing activities as a result of the restatement.
| |  |  | ------------------------------------------------------------------------------------------------------------------------



| |  |  | The Company applies the intrinsic value-based method of accounting for
fixed plan stock options prescribed by Accounting Principles Board Opinion
No. 25, Accounting for Stock Issued to Employees. The option issued as
part of the compensation arrangement had no intrinsic value on the grant
date and the option was anti-dilutive for the three and six month periods
ended June 30, 2002. As a result, the option has no effect on the
previously reported results of operations and no related adjustments are
required.
| |  |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | (3) |  | 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 $1,225,427
and $2,428,293 for the three and six months ended June 30, 2001,
respectively. Pro forma net loss would have been $273,955 and $689,146 for
the three and six months ended June 30, 2001, respectively. Pro forma
basic and diluted net loss per share would have been $0.08 and $0.21 for
the three and six months ended June 30, 2001, respectively.
| |  |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (4) |  | 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.
| |  |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (5) |  | 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 $846,663, 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, $70,000; and 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 Companys reporting
units is summarized as follows as of June 30, 2002:
| |  |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Asset management segment
    
    $
    3,564,898Broker-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:
| |  |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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Three months ended June 30
    
    Six months ended June 302002
    
    
    
    
    
    2002(As restated,
    
    
    
    
    
    (As restated,note 2)
    
    2001
    
    note 2)
    
    2001Reported net income (loss)
    
    $
    284,410
    
    
    
    (191,589
    )
    
    
    1,191,240
    
    
    
    (529,209
    )Add back goodwill amortization
    
    
    
    
    
    
    18,583
    
    
    
    
    
    
    
    37,166Adjusted net income (loss)
    
    
    284,410
    
    
    
    (173,006
    )
    
    
    1,191,240
    
    
    
    (492,043
    )Basic
net income (loss) per share Reported net income (loss) per share
    
    $
    0.07
    
    
    
    (0.08
    )
    
    
    0.34
    
    
    
    (0.23
    )Add back goodwill amortization
    
    
    
    
    
    
    0.01
    
    
    
    
    
    
    
    0.02Adjusted basic net income (loss) per share
    
    $
    0.07
    
    
    
    (0.07
    )
    
    
    0.34
    
    
    
    (0.21
    )Diluted
net income (loss) per share
 Reported net income (loss) per share
    
    $
    0.06
    
    
    
    (0.08
    )
    
    
    0.26
    
    
    
    (0.23
    )Add back goodwill amortization
    
    
    
    
    
    
    0.01
    
    
    
    
    
    
    
    0.02Adjusted diluted net income (loss) per
share
    
    $
    0.06
    
    
    
    (0.07
    )
    
    
    0.26
    
    
    
    (0.21
    )




| | (6) |  | Notes Payable
| | --- |  | -------------



| |  |  | The notes payable at June 30, 2002 and December 31, 2001 consist of the
following:
| |  |  | ----------------------------------------------------------------------------------

2002
    
    2001Note 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
    
    
    
    
    
    
    3,500,000Subordinated convertible promissory notes payable to
former shareholders of Ewing
    
    
    200,000
    
    
    
    200,000Note payable to First Florida Capital
    
    
    
    
    
    
    50,000Line of credit payable to a bank
    
    
    
    
    
    
    75,0001,700,000
    
    
    
    3,825,000Less 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.

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| | (7) |  | 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 302002
    
    
    
    
    
    2002(As restated,
    
    
    
    
    
    (As restated,note 2)
    
    2001
    
    note 2)
    
    2001Revenues:Asset management segment
    
    $
    807,808
    
    
    
    186,787
    
    
    
    1,648,371
    
    
    
    409,201Broker-dealer services segment
    
    
    4,459,370
    
    
    
    519,985
    
    
    
    7,875,799
    
    
    
    998,155Corporate
    
    
    534,582
    
    
    
    50,614
    
    
    
    601,728
    
    
    
    224,308Intersegment revenues
    
    
    (484,402
    )
    
    
    (33,621
    )
    
    
    (544,402
    )
    
    
    (206,694
    )$
    5,317,358
    
    
    
    723,765
    
    
    
    9,581,496
    
    
    
    1,424,970Net income (loss) from continuing operations:Asset management segment
    
    $
    (174,977
    )
    
    
    (64,809
    )
    
    
    (273,717
    )
    
    
    (102,309
    )Broker-dealer services segment
    
    
    1,336,401
    
    
    
    11,843
    
    
    
    2,378,735
    
    
    
    (47,076
    )Corporate
    
    
    (877,014
    )
    
    
    (170,068
    )
    
    
    (913,778
    )
    
    
    (346,716
    )$
    284,410
    
    
    
    (223,034
    )
    
    
    1,191,240
    
    
    
    (496,101
    )




| |  |  | 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
    
    2001Assets:Asset management segment
    
    $
    4,698,328
    
    
    
    4,719,199Broker-dealer services segment
    
    
    4,207,588
    
    
    
    343,446Other
    
    
    1,260,378
    
    
    
    1,130,510$
    10,166,294
    
    
    
    6,193,155


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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/A 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/A 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/A 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.

Restatement

Managements discussion and analysis for the three and six months ended June
30, 2002 has been revised to reflect the effects of a compensation agreement
which was entered into during the second quarter of 2002. The restatement, as
disclosed in Note 2 to the consolidated financial statements involved i)
recording additional compensation expense of $364,000 for the three and six
months ended June 30, 2002 and ii) reflecting 200,000 additional stock options
as having been issued during the second quarter of 2002.




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.

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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. 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

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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. 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
$1,225,427 and $2,428,293 and pro forma net loss of $273,955 and $689,146 for
the three and six months ended June 30, 2001, respectively.

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.

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##### Table of Contents



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.

Total expenses were $4,846,674 for the three months ended June 30, 2002,
compared to $946,799 for the three months ended June 30, 2001, representing a
411.9% increase.

Salaries and employee benefits increased $2,575,220, or 461.6%, to
$3,133,134. 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 $186,274. The effective tax rate for the six
months ended June 30, 2002 was 39.6%. The effective tax rate was higher than
the statutory rate due to certain expenses incurred by the Company during the
six month period which are non-deductible for tax purposes.

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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 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 $7,827,956 for the six months ended June 30, 2002,
compared to $1,921,071 for the six months ended June 30, 2001, representing a
307.5% increase.

Salaries and employee benefits increased $3,937,888, or 336.6%, to
$5,107,960. 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

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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.

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 $562,300. Total tax expense was $702,775 prior to
the change in valuation allowance of $140,475, which is primarily attributable
to revised expectations regarding the ability to utilize the Companys net operating loss carryforward. The effective tax rate for
the six months ended June 30, 2002 was 32.1%. 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.

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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits:



| |  | 31.1 Certification of the Companys Chief Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
| |  | ----------------------------------------------------------------------------------------------------------------------



| |  | 31.2 Certification of the Companys Principal Accounting Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
| |  | ---------------------------------------------------------------------------------------------------------------------------



| |  | 32.1 Certification of the Companys Chief Executive Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
| |  | ----------------------------------------------------------------------------------------------------------------------



| |  | 32.2 Certification of the Companys Principal Accounting 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.

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##### Table of Contents






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 CORPORATIONBy
    
    /s/ Mark F. TravisMark F. Travis, President and
Chief Executive OfficerDated: August 27, 2003


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##### Table of Contents



EXHIBIT INDEX



| |  | 31.1 Certification of the Companys Chief Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
| |  | ----------------------------------------------------------------------------------------------------------------------



| |  | 31.2 Certification of the Companys Principal Accounting Officer
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
| |  | ---------------------------------------------------------------------------------------------------------------------------



| |  | 32.1 Certification of the Companys Chief Executive Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
| |  | ----------------------------------------------------------------------------------------------------------------------



| |  | 32.2 Certification of the Companys Principal Accounting Officer
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
| |  | ---------------------------------------------------------------------------------------------------------------------------

21