##### 



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 1934FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2003ORo
    
    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 April 30, 2003, there were 3,399,183 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 o
No x





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##### 



INTREPID CAPITAL CORPORATION AND SUBSIDIARIES

Index to Form 10-QSB/A, Amendment No. 1
For the Quarter Ended March 31, 2003

PART I  FINANCIAL INFORMATIONItem 1
    
    Financial StatementsConsolidated Balance Sheets of Intrepid Capital
Corporation and Subsidiaries as of March 31,
2003 and December 31, 2002
    
    
    4Consolidated Statements of Operations of
Intrepid Capital Corporation and Subsidiaries
for the Three Month Periods Ended March 31,
2003 and 2002
    
    
    5Consolidated Statements of Cash Flows of
Intrepid Capital Corporation and Subsidiaries
for the Three Month Periods Ended March 31,
2003 and 2002
    
    
    6Notes to Consolidated Financial Statements
    
    
    7-13Item 2
    
    Managements Discussion and Analysis or Plan of OperationCritical Accounting Policies and Estimates
    
    
    14Discontinued Operations
    
    
    14Liquidity and Capital Resources
    
    
    14-15Results of Operations
    
    
    15-16Item 3
    
    Controls and Procedures
    
    
    16PART II  OTHER INFORMATIONItem 1
    
    Legal Proceedings
    
    
    16Item 2
    
    Changes in Securities and Use of Proceeds
    
    
    16Item 3
    
    Defaults upon Senior Securities
    
    
    17Item 4
    
    Submission of Matters to a Vote of Security Holders
    
    
    17Item 5
    
    Other Information
    
    
    17Item 6
    
    Exhibits and Reports on Form 8-K
    
    
    17Signatures and Certifications
    
    
    18-23


2



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##### 



Restatement

Intrepid Capital Corporation (the Company) is amending its quarterly
report on Form 10-QSB for the quarter ended March 31, 2003, 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 months ended March 31, 2003, as
disclosed in Note (2)  Restatement herein, involved i) recording a
$236,400 liability related to the compensation agreement of which the
non-current portion of $154,722 is reflected as deferred compensation and
the current portion of $81,678 is reflected as an increase to accrued
expenses as of March 31, 2003, ii) recording additional interest expense of
$3,300 for the three months ended March 31, 2003 and iii) reducing salaries
and employee benefits by $37,500 for a payment made during the first
quarter of 2003, related to the compensation agreement, originally recorded
as salaries and employee benefits which is now reflected as a reduction of
accrued expenses at March 31, 2003.

3



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##### 



ITEM 1. FINANCIAL INFORMATION

INTREPID CAPITAL CORPORATION AND SUBSIDIARIES

Consolidated Balance Sheets
March 31, 2003 and December 31, 2002

2003
    
    2002(As restated,Note 2)(unaudited)AssetsCurrent assets:Cash and cash equivalents
    
    $
    4,885
    
    
    
    5,353Investments, at fair value
    
    
    64,596
    
    
    
    128,724Accounts receivable
    
    
    21,286
    
    
    
    23,637Taxes Receivable
    
    
    19,000
    
    
    
    439,000Prepaid and other assets
    
    
    210,742
    
    
    
    202,332Assets of discontinued operations (note 3)
    
    
    330,368
    
    
    
    387,289Total current assets
    
    
    650,877
    
    
    
    1,186,335Notes receivable
    
    
    323,919
    
    
    
    323,919Equipment and leasehold improvements, net of accumulated
depreciation of $238,028 in 2003 and $211,826 in 2002
    
    
    369,730
    
    
    
    412,962Intangible assets, less accumulated amortization of $139,809
in 2003 and $111,401 in 2002
    
    
    751,415
    
    
    
    779,823Goodwill
    
    
    3,564,898
    
    
    
    3,564,898Total assets
    
    $
    5,660,839
    
    
    
    6,267,937Liabilities and Stockholders EquityCurrent liabilities:Accounts payable
    
    $
    315,846
    
    
    
    265,358Accrued expenses
    
    
    565,163
    
    
    
    480,683Current portion of notes payable
    
    
    500,000
    
    
    
    600,000Other
    
    
    64,859
    
    
    
    72,501Liabilities of discontinued operations (note 3)
    
    
    47,112
    
    
    
    89,786Total current liabilities
    
    
    1,492,980
    
    
    
    1,508,328Deferred compensation (note 2)
    
    
    154,722
    
    
    
    174,972Pension plan obligation
    
    
    212,116
    
    
    
    212,826Total liabilities
    
    
    1,859,818
    
    
    
    1,896,126Stockholders equity:Preferred stock, Class A, $.01 par value. Authorized 5,000,000
shares; issued 1,166,666 shares at March 31, 2003
    
    
    3,500,000
    
    
    
    3,500,000Common stock, $.01 par value. Authorized 15,000,000 shares;
issued 3,400,183 shares at March 31, 2003 and December 31, 2002
    
    
    34,002
    
    
    
    34,002Treasury
stock, at cost  1,000 shares
    
    
    (3,669
    )
    
    
    (3,669
    )Additional paid-in capital
    
    
    3,438,418
    
    
    
    3,482,168Accumulated deficit
    
    
    (3,167,730
    )
    
    
    (2,640,690
    )Total stockholders equity
    
    
    3,801,021
    
    
    
    4,371,811$
    5,660,839
    
    
    
    6,267,937


See accompanying notes to consolidated financial statements.

4



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INTREPID CAPITAL CORPORATION AND SUBSIDIARIES

Consolidated Statements of Operations
Three month period ended March 31, 2003 and 2002
(unaudited)

Three monthsended March 312003
    
    2002(As restated,Note 2)Revenues:Asset management fees
    
    $
    909,935
    
    
    
    833,479Other
    
    
    20,179
    
    
    
    14,230Total revenues
    
    
    930,114
    
    
    
    847,709Expenses:Salaries and employee benefits
    
    
    802,539
    
    
    
    742,279Advertising and marketing
    
    
    241,117
    
    
    
    93,156Professional and regulatory fees
    
    
    179,990
    
    
    
    102,845Occupancy and maintenance
    
    
    87,319
    
    
    
    106,496Depreciation and amortization
    
    
    57,466
    
    
    
    49,587Interest expense
    
    
    15,241
    
    
    
    51,295Other
    
    
    108,684
    
    
    
    116,782Total expenses
    
    
    1,492,356
    
    
    
    1,262,440Loss from continuing operations before income taxes
    
    
    (562,242
    )
    
    
    (414,731
    )Income tax expense (benefit)
    
    
    
    
    
    
    (279,226
    )Loss from continuing operations
    
    
    (562,242
    )
    
    
    (135,505
    )Discontinued operations:Income from discontinued operations
    
    
    35,202
    
    
    
    1,052,765Total discontinued operations
    
    
    35,202
    
    
    
    1,052,765Net income (loss)
    
    
    (527,040
    )
    
    
    917,260Dividends on preferred stock
    
    
    43,750
    
    
    
    Net income (loss) attributable to common stockholders
    
    $
    (570,790
    )
    
    
    917,260Income (loss) per common share  Basic:Loss from continuing operations
    
    $
    (0.17
    )
    
    
    (0.04
    )Discontinued operations
    
    
    0.01
    
    
    
    0.31Net income (loss) per share
    
    $
    (0.16
    )
    
    
    0.27Income (loss) per common share  Diluted:Loss from continuing operations
    
    $
    (0.17
    )
    
    
    (0.03
    )Discontinued operations
    
    
    0.01
    
    
    
    0.23Net income (loss) per share
    
    $
    (0.16
    )
    
    
    0.20Basic weighted average shares outstanding
    
    
    3,399,183
    
    
    
    3,349,183Diluted weighted average shares outstanding
    
    
    3,399,183
    
    
    
    4,675,354


See accompanying notes to consolidated financial statements.

5



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##### 



INTREPID CAPITAL CORPORATION AND SUBSIDIARIES

Consolidated Statements of Cash Flows

Three months ended March 31, 2003 and 2002

(unaudited)

2003
    
    2002(As restated,Note 2)Cash flows from operating activities:Net income (loss)
    
    $
    (570,790
    )
    
    
    917,260Adjustments to reconcile net income (loss) to net cash provided by
(used in) operating activities:Depreciation and amortization
    
    
    57,466
    
    
    
    49,587(Purchases) sales of investments, net
    
    
    56,689
    
    
    
    (3,880
    )Net trading profits
    
    
    7,439
    
    
    
    (7,599
    )Change in assets and liabilities:Accounts receivable
    
    
    2,351
    
    
    
    (569
    )Prepaid and other assets
    
    
    (8,410
    )
    
    
    (118,213
    )Accounts payable and accrued expenses
    
    
    269,215
    
    
    
    (368
    )Taxes receivable
    
    
    420,000
    
    
    
    365,595Deferred Compensation
    
    
    (20,250
    )
    
    
    Pension obligation
    
    
    (710
    )
    
    
    (540
    )Other liabilities
    
    
    (7,642
    )
    
    
    (19,653
    )Discontinued operation  working capital changes
    
    
    30,526
    
    
    
    (1,354,639
    )Net cash provided by (used in) operating activities
    
    
    235,884
    
    
    
    (173,019
    )Cash flows from investing activities:Purchase of equipment
    
    
    (2,105
    )
    
    
    (80,149
    )Net cash used in investing activities
    
    
    (2,105
    )
    
    
    (80,149
    )Cash flows from financing activities:Principal payments on notes payable
    
    
    (100,000
    )
    
    
    (75,000
    )Preferred stock dividends paid
    
    
    (134,247
    )
    
    
    Net cash used in financing activities
    
    
    (234,247
    )
    
    
    (75,000
    )Net decrease in cash and cash equivalents
    
    
    (468
    )
    
    
    (328,168
    )Cash and cash equivalents at beginning of period
    
    
    5,353
    
    
    
    491,729Cash and cash equivalents at end of period
    
    $
    4,885
    
    
    
    163,561Supplemental disclosure of cash flow information:Cash paid for interest during the period
    
    $
    13,941
    
    
    
    5,792Supplemental disclosure of non-cash transactions:Preferred stock issued to AJG upon conversion of AJG Note
    
    $
    
    
    
    
    3,500,000Preferred stock dividends accrued but not paid
    
    $
    43,750
    
    
    
    


See accompanying notes to consolidated financial statements.

6



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INTREPID CAPITAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
March 31, 2003



|(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 wholly-owned subsidiary, Intrepid Capital
Management, Inc. (ICM).
| |  |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



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



| |  |  | During the first quarter of 2003, the Company decided to pursue the
divesture of Ewing, which formerly constituted a separate operating
segment, the investment banking segment, and accordingly, the Company
has reported its operations as discontinued for all periods presented.
On May 2, 2003, the Company entered into a stock purchase agreement
whereby the Company has agreed to sell all of the issued and
outstanding capital stock of Ewing.
| |  |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | 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. (Sprayroq), 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.
| |  |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | 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 original Annual Report on Form 10-KSB filed with the
SEC on March 31, 2003 and the Companys amended Annual Report on Form
10-KSB/A Amendment No. 1 filed with the SEC on August 19, 2003.
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 month period ended March 31, 2003 are not
necessarily indicative of the results that may be expected for the
full year.
| |  |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

7



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INTREPID CAPITAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
March 31, 2003



| | (b) |  | Principles of Consolidation
| | --- |  | ---------------------------



| |  |  | The accompanying consolidated financial statements include the
accounts of the Company and its subsidiaries, ICM and Enviroq. Also
included are the accounts of Ewing which have been reported as
discontinued operations (see note 2). 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) |  | Earnings Per Share
| | --- |  | ------------------



| |  |  | Net income per share of common stock is computed based upon the
weighted average number of common shares and share equivalents
outstanding during the period. Stock warrants and convertible
instruments, when dilutive, are included as share equivalents. For the
three months ended March 31, 2003, diluted net loss per share is the
same as basic net loss per share as the effects of including
potentially dilutive securities in the computation is anti-dilutive.
The potentially dilutive securities excluded from the calculation of
earnings per share consisted of Preferred Stock convertible into
1,166,666 shares of Common Stock in addition to unexercised options
and warrants. Diluted earnings per share for the three month period
ended March 31, 2002 assumes dilutive warrants and convertible
instruments to purchase shares of common stock had been exercised
using the treasury stock method.
| |  |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



| |  |  | No differences between total comprehensive income (loss) and net
income (loss) existed in the financial statements reported for the
three month periods ended March 31, 2003 and 2002.
| |  |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (f) |  | Stock Option Plan
| | --- |  | -----------------



| |  |  | The Company applies the intrinsic value-based method of accounting
prescribed by Accounting Principles Board Opinion No. 25, Accounting
for Stock Issued to Employees (APB 25) in accounting for its stock
options. As such, compensation expense would be recorded on the date
of grant only if the current market price of the underlying stock
exceeded the exercise price. As allowed by Financial Accounting
Standards No. 123, Accounting for Stock-Based Compensation (FAS
123) and Statement of Financial Accounting Standards No. 148,
Accounting for Stock-Based Compensation  Transition and Disclosure
(FAS 148), the Company has elected to apply the intrinsic
value-based method of accounting described above, and has adopted the
disclosure requirements of FAS 123 and FAS 148.
| |  |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | On January 21, 2003, stock options to purchase 32,500 shares were
issued under the Companys Non Employee Directors Incentive Stock
Option Plan. The options have a weighted average exercise price of
$2.17 and a term of five years. Additionally, on January 21, 2003,
non qualified stock options to purchase 240,000 shares were issued and
have a weighted average exercise price of $2.04 and a term of five
years.
| |  |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

8



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INTREPID CAPITAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
March 31, 2003



| |  |  | The per share weighted-average fair value of Non Employee Directors
Incentive Stock Options and non qualified stock options granted on
January 21, 2003 were $0.36 and $0.39, respectively, using the
Black-Scholes option-pricing model with the following weighted average
assumptions: expected dividend yield 0%, risk free interest rate of
4%, expected volatility 50%, and an expected life of 5 years.
| |  |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | As permitted under FAS 148 and FAS 123, the Company has elected to
continue to apply the provisions of APB 25 and provide the pro forma
disclosures required by FAS 148 and FAS 123. Accordingly, no
compensation cost has been recognized for its stock options in the
consolidated financial statements. Had the Company determined
compensation cost based on the fair value at the date of grant for its
stock options under SFAS 123, the Companys net income (loss) for the
three months ended March 31 would have been reduced to the pro forma
amounts indicated below:
| |  |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

2003
    
    2002(As restated,Note 2)Reported net income (loss) available to common stockholders
    
    $
    (570,790
    )
    
    
    917,260Deduct total stock-based compensation expense
determined under fair value based methods for all
awards, net of related tax effects
    
    
    (70,210
    )
    
    
    Net income (loss) available to common stockholders  pro forma
    
    $
    (641,000
    )
    
    
    917,260Basic net income (loss) per shareReported net income (loss) per share
    
    $
    (0.16
    )
    
    
    0.27Pro forma basic net income (loss) per share
    
    $
    (0.19
    )
    
    
    0.27Diluted net income (loss) per shareReported net income (loss) per share
    
    $
    (0.16
    )
    
    
    0.20Pro forma diluted net income (loss) per share
    
    $
    (0.19
    )
    
    
    0.20




|(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 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 in 2002 and reflected in the
Companys previously reported financial statements. The remaining initial
cash bonus of $100,000 and
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

9



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INTREPID CAPITAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
March 31, 2003



| |  | the present value of the $300,000 deferred cash
bonus, discounted at 5.0% has been reflected in a restatement of the
Companys previously reported 2002 financial statements. The effects of this prior
year restatement on the Companys financial statements for the period ended
March 31, 2003 are as follows:
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

As of March 31, 2003As PreviouslyReported
    
    As RestatedAccrued expenses
    
    $
    483,485
    
    
    
    565,163Total current liabilities
    
    
    1,411,302
    
    
    
    1,492,980Deferred compensation
    
    
    
    
    
    
    154,722Total liabilities
    
    
    1,623,418
    
    
    
    1,859,818Total stockholders equity
    
    
    4,037,421
    
    
    
    3,801,021


Three MonthsEnded March 31, 2003As PreviouslyReported
    
    As RestatedSalaries and employee benefits
    
    $
    840,039
    
    
    
    802,539Interest expense
    
    
    11,941
    
    
    
    15,241Total expenses
    
    
    1,526,556
    
    
    
    1,492,356Loss from continuing operations
before income taxes
    
    
    (596,442
    )
    
    
    (562,242
    )Net income (loss)
    
    
    (561,240
    )
    
    
    (527,040
    )Net income (loss) attributable to common stockholders
    
    
    (604,990
    )
    
    
    (570,790
    )Net income (loss) per common share  Basic
    
    
    (0.18
    )
    
    
    (0.16
    )Net income (loss) per common share  Diluted
    
    
    (0.18
    )
    
    
    (0.16
    )




| |  | 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 month period ended
March 31, 2003. As a result, the option has no effect on the previously
reported results of operations and no related adjustments are
required.
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(3) |  | Discontinued Operations
|--- |  | -----------------------



| |  | During the first quarter of 2003, the Company decided to pursue the
divesture of Ewing, which formerly constituted a separate operating
| |  | ---------------------------------------------------------------------------------------------------------------------------------------

10



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##### 



INTREPID CAPITAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
March 31, 2003



| |  | segment, the investment banking segment, and
accordingly, the Company has reported its operations as discontinued for
all periods presented. On May 2, 2003, the Company entered into a stock
purchase agreement whereby the Company has agreed to sell all of the issued
and outstanding capital stock of Ewing.
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | The sale of Ewing is expected to be completed on or before May 31, 2003,
and the Company expects to receive on that date its purchase price of cash
in the amount of $300,000. A gain on sale of discontinued operations is
expected and will be recognized when realized.
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Ewings assets and liabilities as of March 31, 2003 and 2002 consisted of
the following:
| |  | ----------------------------------------------------------------------------------------

2003
    
    2002Assets:Cash and cash equivalents
    
    $
    196,393
    
    
    
    305,613Accounts receivable
    
    
    47,712
    
    
    
    7,329Prepaid and other assets
    
    
    21,645
    
    
    
    24,881Equipment, net of accumulated depreciation
    
    
    30,727
    
    
    
    15,575Goodwill, net of accumulated amortization
    
    
    33,891
    
    
    
    33,891$
    330,368
    
    
    
    387,289Liabilities:Accounts payable and accrued expenses
    
    $
    13,509
    
    
    
    57,100Other
    
    
    33,603
    
    
    
    32,686$
    47,112
    
    
    
    89,786




| |  | Income from discontinued operations for the three months ended March 31,
2002 includes revenues if approximately $3.0 million earned under a single
contract with the Federal Deposit Insurance Corporation and expenses
incurred of approximately $1.6 million. The contract, which was
nonrecurring, began in January 2002 and ended in June 2002.
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(4) |  | Related Party Transactions
|--- |  | --------------------------



| |  | The Company performs certain investment management functions for Intrepid
Capital, L.P, and during the three months ended March 31, 2003 and 2002,
received $16,824 and $18,075, respectively, for such services.
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(5) |  | Segments
|--- |  | --------



| |  | During 2003 and 2002, the Company operated in one principal segment,
investment management. The operations of Ewing formerly constituted a
separate operating segment, the investment banking segment, which have been
reclassified as a discontinued operation. 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.
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

11



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##### 



INTREPID CAPITAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
March 31, 2003



| |  | The revenues and net loss for each of the reportable segments are
summarized as follows for the three month periods ended March 31, 2003 and 2002:
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------

Three months ended March 312003
    
    2002(As restated,Note 2)Revenues:Investment management segment
    
    $
    922,992
    
    
    
    840,563Corporate
    
    
    152,097
    
    
    
    67,146Intersegment revenues
    
    
    (144,975
    )
    
    
    (60,000
    )$
    930,114
    
    
    
    847,709Net loss from continuing operations:Investment management segment
    
    $
    (272,658
    )
    
    
    (98,740
    )Corporate
    
    
    (289,584
    )
    
    
    (36,765
    )$
    (562,242
    )
    
    
    (135,505
    )




| |  | The total assets for each of the reportable segments are summarized as
follows as of March 31, 2003 and December 31, 2002. Non segment assets
consist primarily of cash, certain investments and other assets, which are
recorded at the parent company level.
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

2003
    
    2002Assets:Investment management segment
    
    $
    4,480,865
    
    
    
    4,729,825Other
    
    
    849,606
    
    
    
    1,150,823Discontinued operation
    
    
    330,368
    
    
    
    387,289$
    5,660,839
    
    
    
    6,267,937




|(6) |  | Liquidity
|--- |  | ---------



| |  | The Companys current assets consist generally of cash, money market funds
and taxes receivable. The Company has financed its operations with funds
provided by operations, stockholder capital, and proceeds from notes
payable. The Company has developed and is implementing a growth strategy
plan that includes both internal growth and external growth through
acquisitions.
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | The Company believes the acquisition of ICC and subsequent merger with and
into ICM provides the Company a much broader distribution platform for
investment management services, branding, and the ability to consolidate
back-office investment management functions. The Company is currently
seeking additional capital for present working capital and future strategic
opportunities through multiple sources. The Company is identifying and
assessing potential debt and equity capital sources from banks and private
investors and also is assessing and implementing plans to reduce current
costs from a strategic perspective. While management believes it will be
able to meet its capital needs through several potential alternatives,
there can be no assurances that such transactions will take place on terms
favorable to the Company, if
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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INTREPID CAPITAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
March 31, 2003



| |  | at all. If adequate funds are not available
or terms are not suitable, the Companys growth strategy would be
significantly limited and such limitation could have an effect on the Companys business, results
of operations and financial condition.
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(7) |  | Goodwill and Intangible Assets
|--- |  | ------------------------------



| |  | Goodwill at March 31, 2003 of $3,564,898 was recorded as a part of the
purchase of ICC and, accordingly, was allocated to the investment
management segment. The Companys goodwill was recorded after the
Companys adoption of Statement of Financial Accounting Standards No. 142,
Goodwill and Other Intangible Assets (FAS 142) and is being carried at
cost. Management is assessing it periodically in accordance with FAS 142.
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | The Company has determined that certain identifiable intangible assets
exist which are attributable to the estimated fair value of investment
management contracts and customer relationships which were acquired through
the purchase of ICC and have been allocated to the investment management
segment. At March 31, 2003, identifiable intangible assets amounted to
$751,415, net of accumulated amortization of $139,809. Amortization
expense was $28,408 for the three months ended March 31, 2003.
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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, Amendment No 1 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, Amendment
No.1 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, Amendment No.1 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.

The following information has been amended to reflect the restatements made to
the Consolidated Financial Statements as further discussed in Note 2,
Restatement. This information should be read in conjunction with the
information contained in the Consolidated Financial Statements and notes
thereto appearing elsewhere in this Quarterly Report on Form 10-QSB/A,
Amendment No. 1. This Quarterly Report on Form 10-QSB/A, Amendment No. 1
contains forward looking statements that involve risks and uncertainties. See
the discussion relating to forward looking statements in the paragraph above.

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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. We base these
estimates on historical experience and on various other assumptions that
management believes are reasonable under the circumstances; additionally we
evaluate these results on an on-going basis. Actual results may differ from
these estimates under different assumptions or conditions.

The Company has a significant amount of goodwill and identifiable
intangible assets recorded on its financial statements. The Companys
identifiable intangible assets consist of investment management contracts and
customer relationships. Managements allocation of purchase price to these
identifiable intangible assets requires estimates about the amount and useful
lives of identifiable intangible assets acquired. These estimates require a
significant degree of estimates based on managements assumptions regarding
future cash flows, account retention, expected profit margins, and applicable
discount rates and are subject to uncertainty and may differ significantly from actual results
under different assumptions or conditions.

The Company has completed its initial assessment of impairment for
goodwill and identifiable intangible assets. Management has assessed the
recoverability of the identifiable intangible assets and has determined there
to be no impairment based on its estimates and analysis of future cash flows.
Management will continue to assess the recoverability whenever events or
circumstances indicate they may be impaired and monitor the future results of
the investment management segment. In addition, the Company will review
goodwill and intangible assets for impairment in accordance with existing
accounting pronouncements and has set an annual impairment test date for
goodwill of December 31. Such review will involve the Companys determination
of reporting unit fair values through estimation of projected cash flows,
discount rates, future performance and other variables, which will require a
significant amount of judgment by the Companys management.

Discontinued Operations

During the first quarter of 2003, the Company decided to pursue the
divesture of Ewing, which formerly constituted a separate operating segment,
the investment banking segment, and accordingly, the Company has reported its
operations as discontinued for all periods presented. On May 2, 2003, the
Company entered into a stock purchase agreement whereby the Company has agreed
to sell all of the issued and outstanding capital stock of Ewing. Revenues
from Ewing were $583,776 and $3,416,429 for the three months ended March 31,
2003 and 2002, respectively. The income from discontinued operations for Ewing
was $35,202 and $1,052,765 for the three months ended March 31, 2003 and 2002,
respectively.

Liquidity and Capital Resources

The Companys current assets consist generally of cash, money market funds
and taxes receivable. The Company has financed its operations with funds
provided by operations, stockholder capital, and proceeds from notes payable.
The Company has developed and is implementing a growth strategy plan that
includes both internal growth and external growth through acquisitions.

The Company believes the acquisition of ICC and subsequent merger with and
into ICM provides the Company a much broader distribution

14



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platform for investment management services, branding, and the ability to consolidate back-office investment management functions. The Company is currently seeking
additional capital for present working capital and future strategic
opportunities through multiple sources. The Company is identifying and
assessing potential debt and equity capital sources from banks and private
investors and also is assessing and implementing plans to reduce current costs
from a strategic perspective. While management believes it will be able to
meet its capital needs through several potential alternatives, there can be no
assurances that such transactions will take place on terms favorable to the
Company, if at all. If adequate funds are not available or terms are not
suitable, the Companys growth strategy would be significantly limited and such
limitation could have an effect on the Companys business, results of
operations and financial condition.

For the three months ended March 31, 2003, the net cash provided by
operating activities of $235,884 was primarily attributable to the receipt of a
tax refund and an increase in accounts payable and accrued expenses. Net cash
used in investing activities of $2,105 was primarily due to the purchase of
equipment. Net cash used in financing activities of $234,247 was attributable
to principal payments on notes payable and preferred stock dividends paid.

Results of Operations

The Company has invested and plans to continue to focus and invest in the
investment management segment. ICM has several portfolio styles, ranked by
independent sources such as Effron-PSN, CheckFree Investment Services, Nelson
Information and Money Manager Review, in the top percentile of all investment
managers for both performance and risk control. The Company is investing in
human capital through the retention of portfolio management professionals and
investment management sales professionals, and has sales promotion efforts,
through advertising and marketing, aimed at branding and broadening ICMs
investment management market share and presence.

Although the Company is currently experiencing operational losses and is
expected to during part of 2003 as a result of its investments, management
projects the investments will justify the current expenses through significant
increases in its investment management revenues in 2003.

Three Months Ended March 31, 2003 Compared to the Three Months Ended March 31, 2002

Total revenues were $930,114 for the three months ended March 31, 2003,
compared to $847,709 for the three months ended March 31, 2002, representing a
9.7% increase.

Investment management fees increased $76,456, or 9.2%, to $909,935.
Investment management fees represent revenue earned by ICM for investment
advisory services. The fees earned are generally a function of the overall fee
rate charged to each account and the level of Assets Under Management (AUM).
Quarterly management fees are billed on the first day of each quarter based on
each account value at the market close of the prior quarter. AUM was $469.1
million at December 31, 2002, compared to $458.4 million at December 31, 2001.
The increase in investment management fees for the three months ended March 31,
2003 relates primarily to the increase in AUM as a result of the net addition
of new clients. AUM was $487.3 million at March 31, 2003, compared to $475.5
million at March 31, 2002.

Other income increased $5,949, or 41.8%, to $20,179. The increase is
primarily attributable to the addition of new fee arrangements for
investment-related recordkeeping services.

Total expenses were $1,492,356 for the three months ended March 31, 2003,
compared to $1,262,440 for the three months ended March 31, 2002, representing
a 18.2% increase.

15



---



##### 



Compensation and benefits increased $60,260, or 8.1%, to $802,539.
Compensation and benefits represent fixed salaries, commissions, temporary
staffing costs, and other related employee benefits. The increase is primarily
attributable to compensation and benefits associated with the hiring of several
ICM sales professionals during the second and third quarters of 2002.

Advertising and marketing expenses increased $147,961, or 158.8%, to
$241,117. The increase is primarily attributable to increased travel and
entertainment expenses associated with additional sales professionals and an
increase in ICMs advertising and marketing expenses aimed to attract
prospective clients and to inform them of ICMs top-tier investment
performance.

Professional and regulatory expenses increased $77,145, or 75.0%, to
$179,990. The increase is primarily attributable to an increase in information
technology and investment research services.

Occupancy and maintenance expenses decreased $19,177, or 18.0%, to
$87,319. The decrease is primarily attributable to reduced occupancy costs as
a result of the integration of the ICM and ICC operations in the Jacksonville
Beach, Florida office during the first quarter of 2002.

Interest expense decreased $36,054, or 70.3%, to $15,241. The decrease 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 during the first quarter of 2002.

Other expenses decreased $8,098, or 6.9%, to $108,684. The decrease is
primarily attributable to reduced costs as a result of the integration of the
ICM and ICC operations in the Jacksonville Beach, Florida office during the
first quarter of 2002.

ITEM 3. CONTROLS AND PROCEDURES

Based on their evaluation of the Companys disclosure controls and
procedures as of a date within 90 days of the filing of this Report, the
President and Chief Executive Officer and the principal accounting officer of
the Company have concluded that such controls and procedures are effective.
There were no significant changes in the Companys internal controls or in
other factors that could significantly affect such controls subsequent to the
date of their evaluation.

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.

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ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5. OTHER INFORMATION

On May 2, 2003, the Company entered into a Stock Purchase Agreement (the
Purchase Agreement) with Ewing Capital Partners, LLC, a Florida limited
liability company (Ewing Purchaser) whereby the Company has agreed to sell
and Ewing Purchaser has agreed to purchase all of the issued and outstanding
capital stock of Ewing. Pursuant to the Purchase Agreement, Ewing Purchaser
will acquire such Ewing capital stock in exchange for cash in the amount of
$300,000. The transaction is expected to be consummated on or before May 31,
2003, and a gain on the sale of discontinued operations is expected and will be
recognized when realized.

The description contained herein of the Purchase Agreement is qualified in
its entirety by reference to the Purchase Agreement, a copy of which is
attached hereto and incorporated herein by reference as Exhibit 10.1.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits:

10.1
    
    Stock Purchase Agreement dated as of May 2, 2003 among Intrepid Capital
Corporation and Ewing Capital Partners, LLC.*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.




---

|*
 Previously filed.
|---------------------

(b) Reports on Form 8-K:



| |  | The Company did not file any Current Reports on Form 8-K during the
quarter ended March 31, 2003.
| |  | -------------------------------------------------------------------------------------------------

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SIGNATURES AND CERTIFICATIONS

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.

INTREPID CAPITAL CORPORATIONBy
    /s/ Mark F. TravisMark F. Travis, President and
Chief Executive OfficerDated: October 10, 2003


18



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##### 



EXHIBIT INDEX

10.1
    
    Stock Purchase Agreement dated as of May 2, 2003 among Intrepid Capital
Corporation and Ewing Capital Partners, LLC.*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.




---

|* - Previously filed.
|---------------------

19