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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-Q



QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934



For the quarterly period ended



March 31, 2003



Commission file number 0-27652



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REPUBLIC BANCSHARES, INC.

(Exact Name of Registrant As Specified In Its Charter)

|FLORIDA                                 |  | 59-3347653                       
|--------------------------------------- |  | ---------------------------------
|(State of incorporation)                |  | (IRS Employer Identification No.)
|                                       
|111 2nd Avenue N.E., St. Petersburg, FL |  | 33701                            
|(Address of Principal Office)           |  | (Zip Code)                       



(727)
823-7300

(Registrants Telephone Number, Including Area Code)



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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  x   No ̈



Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act. Yes  x  No ̈



At May 1, 2003, 11,448,049 shares of the registrants $2.00 par value common stock were outstanding.



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REPUBLIC
BANCSHARES, INC.



INDEX





|                                                                                                                     |  | Page
|-------------------------------------------------------------------------------------------------------------------- |  | ----
|Part I. FINANCIAL INFORMATION                                                                                       
|                                                                                                                    
|Item 1. Financial Statements (unaudited)                                                                            
|                                                                                                                    
|Consolidated Balance Sheets  March 31, 2003 and December 31, 2002                                                   |  | 1   
|                                                                                                                    
|Consolidated Statements of Operations  Three months ended March 31, 2003 and March 31, 2002                         |  | 2   
|                                                                                                                    
|Consolidated Statements of Stockholders Equity  Year ended December 31, 2002 and three months ended March 31, 2003 |  | 3   
|                                                                                                                    
|Consolidated Statements of Comprehensive Income (Loss)  Three months ended March 31, 2003 and March 31, 2002        |  | 3   
|                                                                                                                    
|Consolidated Statements of Cash Flows  Three months ended March 31, 2003 and March 31, 2002                         |  | 4   
|                                                                                                                    
|Notes to Consolidated Financial Statements                                                                           |  | 5   
|                                                                                                                    
|Selected Quarterly Financial Information                                                                             |  | 13  
|                                                                                                                    
|Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations                        |  | 16  
|                                                                                                                    
|Item 3. Quantitative and Qualitative Disclosures About Market Risk                                                   |  | 22  
|                                                                                                                    
|Item 4. Controls and Procedures                                                                                      |  | 23  
|                                                                                                                    
|Part II. OTHER INFORMATION                                                                                           |  |     
|                                                                                                                    
|Item 1. Legal Proceedings                                                                                            |  | 24  
|                                                                                                                    
|Item 6. Exhibits and Reports on Form 8-K                                                                             |  | 26  
|                                                                                                                    
|SIGNATURES                                                                                                           |  | 27  
|                                                                                                                    
|Certifications                                                                                                       |  | 28  









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Safe
Harbor Statement under the Private Securities Litigation Reform Act of 1995



Certain statements contained in this Quarterly Report on Form 10-Q (other than the financial statements and statements of historical fact), including, without limitation, statements as to our expectations and beliefs
presented under the caption, Managements Discussion and Analysis of Financial Condition and Results of Operations, may constitute forward-looking statements. Forward-looking statements are made based upon our expectations and
beliefs concerning events, many of which, by their nature are inherently uncertain and outside of our control. It is possible that our actual results and financial condition may differ, possibly materially, from the anticipated results and financial
condition indicated in these forward-looking statements.



We
caution readers that the assumptions which form the basis for forward-looking statements, with respect to or that may impact our future earnings, include many factors that are beyond our ability to control or estimate precisely. Some factors
include: the adequacy of our loan loss allowance; the potential effect on results of operations from an unfavorable outcome from several pending legal contingencies; the market demand and acceptance of our loan and deposit products; the impact of
competitive products; and changes in economic conditions, such as inflation or fluctuations in interest rates.



While we periodically reassess material trends and uncertainties affecting our results of operations and financial condition in connection with our preparation of managements discussion and
analysis contained in our quarterly report, we do not intend to review or revise any particular forward-looking statement referenced herein.





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REPUBLIC
BANCSHARES, INC.

CONSOLIDATED BALANCE SHEETS  March 31, 2003 and December 31, 2002

($ in thousands, except
share data; unaudited)



|                                                                                                                                                                       |  | March 31, 2003 |           |   | December 31, 2002 |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- | --------- | - | ----------------- | -
|ASSETS                                                                                                                                                                 |  |                |           |   |                   |  
|Cash and due from banks                                                                                                                                                |  | $              | 56,064    |   |                   | $
|Interest bearing deposits in banks                                                                                                                                     |  |                | 14,476    |   |                   |  
|Federal funds sold                                                                                                                                                     |  |                | 6,616     |   |                   |  
|                                                                                                                                                                       |  |                |           |   |                   |  
|Cash and cash equivalents                                                                                                                                              |  |                | 77,156    |   |                   |  
|Securities:                                                                                                                                                            |  |                |           |   |                   |  
|Available for sale                                                                                                                                                     |  |                | 856,372   |   |                   |  
|Trading                                                                                                                                                                |  |                | 7,777     |   |                   |  
|FHLB stock                                                                                                                                                             |  |                | 15,786    |   |                   |  
|Loans held for sale                                                                                                                                                    |  |                | 38,438    |   |                   |  
|Loans                                                                                                                                                                  |  |                | 1,506,201 |   |                   |  
|Allowance for loan losses                                                                                                                                              |  |                | (27,795   | ) |                   |  
|                                                                                                                                                                       |  |                |           |   |                   |  
|Net loans                                                                                                                                                              |  |                | 1,478,406 |   |                   |  
|Premises and equipment, net                                                                                                                                            |  |                | 38,485    |   |                   |  
|Other real estate owned, net                                                                                                                                           |  |                | 17,035    |   |                   |  
|Accrued interest receivable                                                                                                                                            |  |                | 10,052    |   |                   |  
|Goodwill                                                                                                                                                               |  |                | 2,726     |   |                   |  
|Premium on deposits                                                                                                                                                    |  |                | 14,938    |   |                   |  
|Other assets                                                                                                                                                           |  |                | 34,873    |   |                   |  
|                                                                                                                                                                       |  |                |           |   |                   |  
|Total assets                                                                                                                                                           |  | $              | 2,592,044 |   |                   | $
|                                                                                                                                                                       |  |                |           |   |                   |  
|LIABILITIES AND STOCKHOLDERS
EQUITY                                                                                                                                   |  |                |           |   |                   |  
|Liabilities:                                                                                                                                                           |  |                |           |   |                   |  
|Deposits-                                                                                                                                                              |  |                |           |   |                   |  
|Noninterest bearing checking                                                                                                                                           |  | $              | 187,115   |   |                   | $
|Interest checking                                                                                                                                                      |  |                | 212,651   |   |                   |  
|Money market                                                                                                                                                           |  |                | 397,015   |   |                   |  
|Savings                                                                                                                                                                |  |                | 189,968   |   |                   |  
|Time deposits                                                                                                                                                          |  |                | 1,170,686 |   |                   |  
|                                                                                                                                                                       |  |                |           |   |                   |  
|Total deposits                                                                                                                                                         |  |                | 2,157,435 |   |                   |  
|Securities sold under agreements to repurchase and other borrowings                                                                                                    |  |                | 36,193    |   |                   |  
|FHLB advances                                                                                                                                                          |  |                | 147,238   |   |                   |  
|Convertible subordinated debt                                                                                                                                          |  |                | 29,344    |   |                   |  
|Other liabilities                                                                                                                                                      |  |                | 10,810    |   |                   |  
|                                                                                                                                                                       |  |                |           |   |                   |  
|Total liabilities                                                                                                                                                      |  |                | 2,381,020 |   |                   |  
|                                                                                                                                                                       |  |                |           |   |                   |  
|Company-obligated mandatorily redeemable preferred securities of subsidiary trust solely
holding junior subordinated debentures of the Company                         |  |                | 28,750    |   |                   |  
|                                                                                                                                                                       |  |                |           |   |                   |  
|Stockholders equity:                                                                                                                                                  |  |                |           |   |                   |  
|Common stock ($2.00 par; 20,000,000 shares authorized; 11,430,459 and 11,398,059 shares
issued and outstanding at March 31, 2003 and December 31, 2002, respectively.) |  |                | 22,861    |   |                   |  
|Capital surplus                                                                                                                                                        |  |                | 130,272   |   |                   |  
|Retained earnings                                                                                                                                                      |  |                | 23,896    |   |                   |  
|Accumulated other comprehensive income                                                                                                                                 |  |                | 5,245     |   |                   |  
|                                                                                                                                                                       |  |                |           |   |                   |  
|Total stockholders equity                                                                                                                                             |  |                | 182,274   |   |                   |  
|                                                                                                                                                                       |  |                |           |   |                   |  
|Total liabilities and stockholders equity                                                                                                                             |  | $              | 2,592,044 |   |                   | $
|                                                                                                                                                                       |  |                |           |   |                   |  



The
accompanying notes are an integral part of these consolidated financial statements.





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REPUBLIC BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

($ in thousands, except share data; unaudited)



|                                                                         |  | For the Three Months Ended March 31, |           
|------------------------------------------------------------------------ |  | ------------------------------------ | ----------
|                                                                         |  | 2003                                 |           
|INTEREST INCOME:                                                         |  |                                      |           
|Loans                                                                    |  | $                                    | 23,525    
|Securities                                                               |  |                                      | 8,402     
|Federal funds sold & other investments                                   |  |                                      | 217       
|                                                                         |  |                                      |           
|Total interest income                                                    |  |                                      | 32,144    
|INTEREST EXPENSE:                                                        |  |                                      |           
|Deposits                                                                 |  |                                      | 11,745    
|Securities sold under agreement to repurchase & other borrowings         |  |                                      | 79        
|FHLB advances                                                            |  |                                      | 707       
|Holding company debt                                                     |  |                                      | 537       
|                                                                         |  |                                      |           
|Total interest expense                                                   |  |                                      | 13,068    
|                                                                         |  |                                      |           
|NET INTEREST INCOME                                                      |  |                                      | 19,076    
|PROVISION FOR LOAN LOSSES                                                |  |                                      | 648       
|                                                                         |  |                                      |           
|NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES                      |  |                                      | 18,428    
|NONINTEREST INCOME:                                                      |  |                                      |           
|Service charges on deposit accounts                                      |  |                                      | 1,553     
|Loan service fees                                                        |  |                                      | (301      
|Other loan fee income                                                    |  |                                      | 512       
|Gains on loans & securities, net                                         |  |                                      | 2,440     
|Other operating income                                                   |  |                                      | 393       
|                                                                         |  |                                      |           
|Total noninterest income                                                 |  |                                      | 4,597     
|NONINTEREST EXPENSES:                                                    |  |                                      |           
|Salaries and employee benefits                                           |  |                                      | 10,010    
|Net occupancy expense                                                    |  |                                      | 3,371     
|Advertising and marketing                                                |  |                                      | 112       
|Data & item processing fees and services                                 |  |                                      | 1,577     
|Loan collection costs                                                    |  |                                      | 97        
|Other operating expenses                                                 |  |                                      | 2,824     
|ORE expense, net                                                         |  |                                      | 549       
|Amortization of premium on deposits                                      |  |                                      | 692       
|                                                                         |  |                                      |           
|Total noninterest expenses                                               |  |                                      | 19,232    
|Income before income taxes & minority interest                           |  |                                      | 3,793     
|Income tax expense                                                       |  |                                      | 1,436     
|                                                                         |  |                                      |           
|Income before minority interest                                          |  |                                      | 2,357     
|Minority interest in income from subsidiary trust, net of tax            |  |                                      | (421      
|                                                                         |  |                                      |           
|NET INCOME                                                               |  | $                                    | 1,936     
|                                                                         |  |                                      |           
|PER SHARE DATA:                                                          |  |                                      |           
|Net income per common share  basic                                      |  | $                                    | 0.17      
|                                                                         |  |                                      |           
|Net income per common & common equivalent share  diluted                |  | $                                    | 0.17      
|                                                                         |  |                                      |           
|Weighted average common shares outstanding  basic                       |  |                                      | 11,418,455
|                                                                         |  |                                      |           
|Weighted average common & common equivalent shares outstanding 
diluted |  |                                      | 11,523,480
|                                                                         |  |                                      |           



The
accompanying notes are an integral part of these consolidated financial statements.



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REPUBLIC
BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY

FOR THE YEAR ENDED DECEMBER 31, 2002 AND

THE THREE MONTHS ENDED MARCH 31, 2003

($ in thousands, except share data; unaudited)



|                                                                          |  | Common Stock  |  | Capital |        | Retained |   |          | Gain/(Loss) on Available for Sale |   |            |   | 
|------------------------------------------------------------------------- |  | ------------- |  | ------- | ------ | -------- | - | -------- | --------------------------------- | - | ---------- | - | 
|                                                                          |  | Shares Issued |  | Amount  |        | Surplus  |   | Earnings |                                   |   | Securities |   | 
|Balance, December 31, 2001                                                |  | 11,335,339    |  | $       | 22,671 |          | $ | 129,056  |                                   | $ | 17,639     |   | 
|Net income                                                                |  |              |  |         |       |          |   |         |                                   |   | 4,779      |   | 
|Changes in fair value of available for sale securities, net of tax
effect |  |              |  |         |       |          |   |         |                                   |   |           |   | 
|Exercise of stock options                                                 |  | 62,720        |  |         | 125    |          |   | 701      |                                   |   |           |   | 
|Other, net                                                                |  |              |  |         |       |          |   | 103      |                                   |   |           |   | 
|                                                                          |  |               |  |         |        |          |   |          |                                   |   |            |   | 
|Balance, December 31, 2002                                                |  | 11,398,059    |  |         | 22,796 |          |   | 129,860  |                                   |   | 22,418     |   | 
|Net income                                                                |  |              |  |         |       |          |   |         |                                   |   | 1,936      |   | 
|Changes in fair value of available for sale securities net of tax effect  |  |              |  |         |       |          |   |         |                                   |   |           |   | 
|Dividends paid                                                            |  |              |  |         |       |          |   |         |                                   |   | (458       | ) | 
|Exercise of stock options                                                 |  | 32,400        |  |         | 65     |          |   | 412      |                                   |   |           |   | 
|                                                                          |  |               |  |         |        |          |   |          |                                   |   |            |   | 
|Balance, March 31, 2003                                                   |  | 11,430,459    |  | $       | 22,861 |          | $ | 130,272  |                                   | $ | 23,896     |   | 
|                                                                          |  |               |  |         |        |          |   |          |                                   |   |            |   | 



REPUBLIC BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

($ in thousands; unaudited)



|                                                                                       |  | For the Three Months Ended March 31, |       
|-------------------------------------------------------------------------------------- |  | ------------------------------------ | ------
|                                                                                       |  | 2003                                 |       
|Net income                                                                             |  | $                                    | 1,936 
|Other comprehensive income (loss):                                                     |  |                                      |       
|Unrealized gains (losses) on available for sale securities:                            |  |                                      |       
|Unrealized holding gains (losses) arising during the period, net of
taxes              |  |                                      | (2,477
|Less reclassification adjustment for gains realized in net income (loss), net of
taxes |  |                                      | (888  
|                                                                                       |  |                                      |       
|Net unrealized gains (losses)                                                          |  |                                      | (3,365
|                                                                                       |  |                                      |       
|Comprehensive income (loss)                                                            |  | $                                    | (1,429
|                                                                                       |  |                                      |       



The
accompanying notes are an integral part of these consolidated financial statements.



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REPUBLIC
BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

($ in thousands; unaudited)



|                                                                                     |  | For the Three Months Ended March 31, |         
|------------------------------------------------------------------------------------ |  | ------------------------------------ | --------
|                                                                                     |  | 2003                                 |         
|OPERATING ACTIVITIES:                                                                |  |                                      |         
|Net income                                                                           |  | $                                    | 1,936   
|Reconciliation of net income to net cash provided by (used in) operating
activities: |  |                                      |         
|Provision for loan losses                                                            |  |                                      | 648     
|Depreciation of property and equipment and amortization of premium on
deposits       |  |                                      | 2,058   
|Amortization of loan premiums / discounts & MSRs                                     |  |                                      | (807    
|(Gain) on sale of loans and securities, net                                          |  |                                      | (2,440  
|Loss (gain) on sale of other real estate owned                                       |  |                                      | 47      
|(Gain) on disposal of premises and equipment                                         |  |                                      | (15     
|Deferred income tax provision                                                        |  |                                      | 2,095   
|Net decrease (increase) in other assets                                              |  |                                      | 927     
|Net (decrease) in other liabilities                                                  |  |                                      | (904    
|                                                                                     |  |                                      |         
|Net cash provided by (used in) operating activities                                  |  |                                      | 3,545   
|                                                                                     |  |                                      |         
|INVESTING ACTIVITIES:                                                                |  |                                      |         
|Net (increase) in loans                                                              |  |                                      | (31,820 
|Proceeds from sales and maturities of securities                                     |  |                                      | 153,672 
|Principal repayment on securities                                                    |  |                                      | 29,144  
|Purchase of securities available for sale                                            |  |                                      | (221,062
|(Purchase) of FHLB stock                                                             |  |                                      | (525    
|(Purchase) of premises & equipment, net                                              |  |                                      | (1,368  
|Proceeds from sale of other real estate owned                                        |  |                                      | 640     
|                                                                                     |  |                                      |         
|Net cash used in investing activities                                                |  |                                      | (71,319 
|                                                                                     |  |                                      |         
|FINANCING ACTIVITIES:                                                                |  |                                      |         
|Net increase (decrease) in deposits                                                  |  |                                      | 87,738  
|Net increase in repurchase agreements                                                |  |                                      | 5,363   
|Proceeds (repayments) from FHLB advances, net                                        |  |                                      | (25,001 
|Proceeds from issuance of common stock                                               |  |                                      | 477     
|Dividends on common stock                                                            |  |                                      | (458    
|                                                                                     |  |                                      |         
|Net cash provided by financing activities                                            |  |                                      | 68,119  
|                                                                                     |  |                                      |         
|NET INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS                                   |  |                                      | 345     
|CASH & CASH EQUIVALENTS, beginning of period                                         |  |                                      | 76,811  
|                                                                                     |  |                                      |         
|CASH & CASH EQUIVALENTS, end of period                                               |  | $                                    | 77,156  
|                                                                                     |  |                                      |         
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:                                   |  |                                      |         
|Cash paid during the period for interest                                             |  | $                                    | 8,914   
|Cash paid during the period for income taxes                                         |  |                                      | 549     



The
accompanying notes are an integral part of these consolidated financial statements.







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REPUBLIC
BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



1. SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES



Basis of
Presentation and Organization



In the opinion of Republic
Bancshares, Inc. (the Company or Republic or We), the accompanying consolidated financial statements reflect all adjustments necessary to present fairly our financial position as of March 31, 2003 and December 31,
2002, and the results of operations and cash flows for the three months ended March 31, 2003 and 2002. The accounting and reporting policies of the Company and its wholly-owned subsidiaries, Republic Bank (the Bank, including its
subsidiary Republic Insurance Agency) and RBI Capital Trust I (RBI), are in conformity with accounting principles generally accepted in the United States of America and prevailing practices within the financial services industry.



The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America requires that we make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of income and expense during the reporting period. Such estimates are subject to change in the future as additional information becomes available or previously existing circumstances are modified.



Our consolidated financial statements include the accounts of
the Company, RBI, and the Bank. All significant intercompany accounts and transactions have been eliminated. Our primary source of income is from the Bank and its wholly-owned subsidiaries. The Banks primary source of revenue is derived
from net interest income on earning assets and from fees and charges on loans and deposits.



These consolidated financial statements should be read in conjunction with the financial statements and the notes thereto included in our Form 10-K for the year ended December 31, 2002. The results for
the three months ended March 31, 2003, are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2003.



Reclassifications



Certain reclassifications have been made to prior period financial statements to conform to the March 2003 financial statement presentation. These
reclassifications only changed the reporting categories but did not affect our results of operations or financial position.



Recent Accounting Pronouncements



Statement of Financial Accounting Standard (SFAS) No. 141  Business Combinations and SFAS No. 142 
Goodwill and Other Intangible Assets



On July 20, 2001, the
Financial Accounting Standards Board (FASB) issued SFAS No. 141, Business Combinations, and SFAS No. 142, Goodwill and Other Intangible Assets. SFAS No. 141 addresses financial accounting and reporting for
goodwill and other intangible assets acquired in a business combination. SFAS No. 141 requires the purchase method of accounting to be used for all business combinations initiated after June 30, 2001, establishes specific criteria for the
recognition of intangible assets separately from goodwill and requires unallocated negative goodwill to be written off immediately as an extraordinary gain (instead of being deferred and amortized). SFAS No. 142 addresses financial



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accounting and reporting for intangible assets acquired individually or with a group of other assets but
not those acquired in a business combination. SFAS No. 142 also addresses financial accounting and reporting for goodwill and other intangible assets subsequent to their acquisition. SFAS No. 142 provides that goodwill will not be amortized but
rather will be evaluated, at least annually, for impairment. It also provides for the continued amortization of intangible assets that have finite useful lives. SFAS No. 141 is effective for all business combinations initiated after June 30, 2001,
and for all business combinations accounted for by the purchase method for which the date of acquisition is after June 30, 2001. The provisions of SFAS No. 142 are effective for fiscal years beginning after December 15, 2001. The adoption of SFAS
No. 141 and SFAS No. 142 did not have a material effect upon our financial position or results of operations.



Intangible assets subject to amortization are comprised of premium on deposits and mortgage servicing rights, including the excess servicing interest-only strips and unearned income from sale of
servicing rights. Following are gross carrying amounts and accumulated amortization (where applicable) and the estimated amortization expense for the three months ended March 31, 2003 and each of the five succeeding years ($ in thousands):



|                                             |  | Premium on Deposits   |        |                          | Mortgage Servicing Rights Net Carrying Value
|-------------------------------------------- |  | --------------------- | ------ | ------------------------ | --------------------------------------------
|                                             |  | Gross Carrying Amount |        | Accumulated Amortization |                                             
|                                             |  | $                     | 27,673 |                          | $                                           
|                                             |  |                       |        |                          |                                             
|Estimated amortization:                      |  |                       |        |                          |                                             
|For the nine months ending December 31, 2003 |  |                       |        |                          | $                                           
|For the years ending December 31:            |  |                       |        |                          |                                             
|2004                                         |  |                       |        |                          |                                             
|2005                                         |  |                       |        |                          |                                             
|2006                                         |  |                       |        |                          |                                             
|2007                                         |  |                       |        |                          |                                             
|2008                                         |  |                       |        |                          |                                             



SFAS No. 147 
Acquisitions of Certain Financial Institutions (an amendment of FASB Statements No. 72 and 144 and FASB Interpretation No. 9)



In October 2002, the FASB issued SFAS No. 147, Acquisitions of Certain Financial Institutions (an amendment of FASB Statements No. 72 and 144 and
FASB Interpretation No. 9). SFAS No. 147 removes acquisitions of financial institutions from the scope of both SFAS No. 72 and FASB Interpretation No. 9 and requires that those transactions be accounted for in accordance with FASB statements
No. 141 and 142. The provisions of SFAS No. 147 are effective for acquisitions with an acquisition date on or after October 1, 2002. The adoption of SFAS No. 147 did not have a material effect upon the Companys financial position or results of
operations.



FASB Interpretation No. 45 
Guarantors Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others



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In November 2002, the FASB
issued Interpretation No. 45, Guarantors Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others. Interpretation 45 changes the accounting for and the disclosure of guarantees.
Interpretation 45 requires that guarantees meeting certain characteristics be initially recorded as a liability at fair value, in contrast to FASB No. 5 which requires recording a liability only when a loss is probable and reasonably estimable. The
disclosure requirements of Interpretation 45 are effective for financial statements and annual periods ending after December 15, 2002. The initial recognition and initial measurement provisions of Interpretation 45 are effective on a prospective
basis to guarantees issued or modified after December 31, 2002. The adoption of Interpretation 45 did not have a material effect upon the Companys results of operations or financial position.



FASB Interpretation No. 46  Consolidation of Variable Interest
Entities (an interpretation of ARB No. 51)



In January 2003,
the FASB issued Interpretation No. 46, Consolidation of Variable Interest Entities (an interpretation of ARB No. 51). Interpretation 46 expands the consolidation requirements of ARB No. 51 to include entities subject to a majority of the
risk of loss from the variable interest entitys activities or entities entitled to receive a majority of the variable interest entitys returns or both. The consolidation requirements of Interpretation 46 apply immediately to variable
interest entities created after January 31, 2003 and apply to older entities in the first fiscal year or interim period beginning after June 15, 2003. The disclosure requirements of Interpretation 46 are effective in all financial statements issued
after January 31, 2003, regardless of when the variable interest entity was established. The adoption of Interpretation 46 did not have a material effect upon the Companys results of operations of financial position.



SFAS No. 148  Accounting for Stock-Based Compensation 
Transition and Disclosure (an amendment of FASB Statement No. 123)



In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based Compensation  Transition and Disclosure (an amendment of FASB Statement No. 123). This standard amends the transition and disclosure
requirements of SFAS No. 123 Accounting for Stock-Based Compensation. SFAS No. 148 provides alternative methods of transition for recognizing expense associated with the granting of stock options. In addition, SFAS No. 148 improves the
disclosure about the pro forma effects of using the fair value based method of accounting for stock based compensation for all companies, regardless of the accounting method used. The transition guidance and annual disclosure provisions of SFAS No.
148 are effective for fiscal years ending after December 31, 2002. The Company has not yet determined the timing or the selection of one of the alternate methods for expensing the value of stock options.



2. EARNINGS PER SHARE



Diluted earnings per common and common equivalent shares have been computed
by dividing net income by the weighted average common and common equivalent shares outstanding during the periods. The weighted average common and common equivalent shares outstanding has been adjusted to include the number of shares that would have
been outstanding if the stock options had been exercised, at the average market price for the period, with the proceeds being used to buy shares from the market (i.e., the treasury stock method) and the convertible subordinated debentures had been
converted to common stock earlier in the year or the issue date (i.e., the if converted method.) Basic earnings per common share was computed by dividing net income by the weighted average number of shares of common stock outstanding during the
year.



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The Company did not grant any
stock options during the period ended March 31, 2003 and, as such, there was no expense associated with stock option activity included in results of operations.



The table below reconciles the calculation of the diluted and basic earnings per share for 2003 and 2002 ($ in thousands,
except share data):



|                                                                         |  | For the Three Months Ended March 31,
|------------------------------------------------------------------------ |  | ------------------------------------
|                                                                         |  | 2003                                
|                                                                         |  | Net Income                          
|Net income attributable to common stockholders                           |  | $                                   
|Basic earnings per share                                                 |  |                                     
|Options exercised during the period-incremental effect prior to exercise |  |                                     
|Weighted average options outstanding(1)                                  |  |                                     
|                                                                         |  |                                     
|Diluted earnings per share                                               |  | $                                   
|                                                                         |  |                                     



(1)For the period ended March 31, 2003 and 2002, respectively, there were 711,800 and 579,460 of stock options and 1,794,861 and
1,794,861 shares from conversion of convertible subordinated debentures which were anti-dilutive.



3. SECURITIES



Our securities totaled $864.2 million at March 31, 2003 and were comprised primarily of mortgage-backed securities (MBS) with a lesser amount
of U.S. Treasury and federal agency securities and revenue bonds. Included were $856.4 million of securities classified as available for sale and $7.8 million of securities classified as trading assets. The market values assigned to the securities
classified as available for sale were determined using market quotations at March 31, 2003.



Included in the trading asset category were $6.4 million in overcollateralization and residual interests in cash flows from securitizing High LTV Loans in 1997 and 1998 (the Residuals) and
$1.4 million of excess servicing interest-only strips on mortgage servicing rights. These trading assets were valued using a present value of cash flows technique. The Residuals are valued in much the same way as are the excess servicing
interest-only strips on pools of first lien mortgage loans but also carry an additional element of credit risk. High LTV loans are mortgage loans underwritten to borrowers primarily for debt consolidation purposes where the combined loan-to-value
ratio generally exceeds 100%. These loans have performed with an annual loss rate significantly in excess of loss rates for first lien mortgage loans. The market for High LTV-related assets is illiquid and there are no readily observable market
prices that can be relied on to value these trading assets. The three key assumptions used in the valuation are the discount rate, the expected loss ratio and the expected prepayment speed. These assets are valued at least quarterly with any
valuation adjustment reflected as a trading gain or loss included in Gains on loans and securities, net in the statement of operations.



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The key assumptions used and
the resultant valuations of the residuals and excess servicing interest-only strips on mortgage servicing rights at March 31, 2003 were as follows ($ in thousands):



|                                    |  | December 1997 Securitization (1997-1) |        |   | June 1998 Securitization (1998-1) |   |        | Excess Servicing Interest-only Strips | 
|----------------------------------- |  | --------------------------------------- | ------ | - | ----------------------------------- | - | ------ | ------------------------------------- | 
|Collateral amount                   |  | $                                       | 13,334 |   |                                     | $ | 67,452 |                                       | 
|Discount rate                       |  |                                         | 15.00  | % |                                     |   | 20.00  | %                                     | 
|Wtd. avg. remaining life (years)    |  |                                         | 2.13   |   |                                     |   | 2.29   |                                       | 
|Cumulative lifetime default rate(1) |  |                                         | 16.87  | % |                                     |   | 15.63  | %                                     | 
|Prepayment speed                    |  |                                         | 38.00  | % |                                     |   | 36.00  | %                                     | 
|Market value                        |  |                                         | 2,662  |   |                                     |   | 3,751  |                                       | 



(1)Expressed as the percent of total defaults over the expected life of the collateral to the
initial collateral amount.



4.
LOANS



Loans at March 31, 2003 and December 31, 2002, are
summarized as follows ($ in thousands):



|                                                        |  | March 31, 2003 |           |   | December 31, 2002 |  
|------------------------------------------------------- |  | -------------- | --------- | - | ----------------- | -
|Real estate mortgage loans:                             |  |                |           |   |                   |  
|One-to-four family residential                          |  | $              | 385,361   |   |                   | $
|Subprime mortgages                                      |  |                | 29,276    |   |                   |  
|Multifamily residential                                 |  |                | 39,396    |   |                   |  
|Warehouse lines of credit                               |  |                | 118       |   |                   |  
|Commercial real estate                                  |  |                | 568,621   |   |                   |  
|                                                        |  |                |           |   |                   |  
|Mortgage loans secured by first liens held in portfolio |  |                | 1,022,772 |   |                   |  
|Commercial (business) loans                             |  |                | 150,851   |   |                   |  
|Home equity loans                                       |  |                | 295,646   |   |                   |  
|High LTV Loans                                          |  |                | 19,606    |   |                   |  
|Consumer loans                                          |  |                | 18,398    |   |                   |  
|                                                        |  |                |           |   |                   |  
|Total gross portfolio loans                             |  |                | 1,507,273 |   |                   |  
|Less-allowance for loan losses                          |  |                | (27,795   | ) |                   |  
|Less-premiums and unearned discounts on loans purchased |  |                | (505      | ) |                   |  
|Less-unamortized loan fees, net                         |  |                | (567      | ) |                   |  
|                                                        |  |                |           |   |                   |  
|Total net loans held for portfolio                      |  |                | 1,478,406 |   |                   |  
|Residential loans held for sale                         |  |                | 38,438    |   |                   |  
|                                                        |  |                |           |   |                   |  
|Net loans held for portfolio & loans held for sale      |  | $              | 1,516,844 |   |                   | $
|                                                        |  |                |           |   |                   |  



Mortgage loans serviced
for others as of March 31, 2003 and December 31, 2002, were $410.8 million and $462.4 million, respectively. Mortgage loan servicing rights (both purchased and originated) amounted to $5.9 million and $6.8 million at March 31, 2003 and December 31,
2002, respectively. Loans on which interest was not being accrued at March 31, 2003 and December 31, 2002, totaled approximately $21.4 million and $22.2 million, respectively. Loans past due 90 days or more and still accruing interest at March 31,
2003 and December 31, 2002, totaled $2,000 and $18,000, respectively.



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At March 31, 2003, the
composition of our loan portfolio, including loans held for sale, according to the location of the borrower or the real estate taken as underlying collateral, was as follows ($ in thousands):



|Based on Amounts                   |  | In Florida |           | Outside of Florida |   | Total Portfolio
|---------------------------------- |  | ---------- | --------- | ------------------ | - | ---------------
|Real estate mortgage loans:        |  |            |           |                    |   |                
|One-to-four family residential     |  | $          | 354,953   |                    | $ | 68,846         
|Subprime mortgages                 |  |            | 8,250     |                    |   | 21,026         
|Multifamily residential            |  |            | 33,244    |                    |   | 6,152          
|Warehouse lines of credit          |  |            | 118       |                    |   |               
|Commercial real estate             |  |            | 552,375   |                    |   | 16,246         
|                                   |  |            |           |                    |   |                
|Mortgage loans secured by 1stliens |  |            | 948,940   |                    |   | 112,270        
|Commercial (business) loans        |  |            | 147,817   |                    |   | 3,034          
|Home equity loans                  |  |            | 284,736   |                    |   | 10,910         
|High LTV loans                     |  |            | 2,121     |                    |   | 17,485         
|Consumer loans                     |  |            | 17,849    |                    |   | 549            
|                                   |  |            |           |                    |   |                
|Total loans held in portfolio      |  | $          | 1,401,463 |                    | $ | 144,248        
|                                   |  |            |           |                    |   |                



|As a Percent of Total Loans        |  | In Florida |   |  | Outside of Florida |  
|---------------------------------- |  | ---------- | - |  | ------------------ | -
|Real estate mortgage loans:        |  |            |   |  |                    |  
|One-to-four family residential     |  | 83.8       | % |  | 16.2               | %
|Subprime mortgages                 |  | 28.2       |   |  | 71.8               |  
|Multifamily residential            |  | 84.4       |   |  | 15.6               |  
|Warehouse lines of credit          |  | 100.0      |   |  |                   |  
|Commercial real estate             |  | 97.1       |   |  | 2.9                |  
|                                   |  |            |   |  |                    |  
|Mortgage loans secured by 1stliens |  | 89.4       |   |  | 10.6               |  
|Commercial (business) loans        |  | 98.0       |   |  | 2.0                |  
|Home equity loans                  |  | 96.3       |   |  | 3.7                |  
|High LTV loans                     |  | 7.7        |   |  | 89.3               |  
|Consumer loans                     |  | 97.3       |   |  | 3.0                |  
|                                   |  |            |   |  |                    |  
|Total loans held in portfolio      |  | 90.7       | % |  | 9.3                | %
|                                   |  |            |   |  |                    |  



5. ALLOWANCE FOR LOAN LOSSES



In the
evaluation of the allowance for loan losses, management segments the loan portfolio into common risk categories and, within those risk categories, between loans of a homogenous nature and loans whose characteristics are non-homogenous. Homogenous
types of loans include performing and nonperforming loans secured by first liens on residential properties, home equity loans and other types of consumer loans. Also, included in this category are performing commercial (business) and commercial real
estate loans with a total relationship balance of less than $500,000. Each individual grouping of homogenous loans is evaluated for impairment through the assignment of a risk factor to assess the exposure to future loan losses. The loss factors
used for these homogenous groupings of loans are based on historical loss statistics and trends in delinquencies, previous and current underwriting standards, loan concentrations in geographic areas or specific industries and loan policies and
procedures that may affect future loan collections.



Non-homogenous loans include commercial (business) and commercial real estate loans with a relationship balance of $500,000 or more that are either nonperforming or, are performing and classified as substandard or
doubtful as to repayment. These loans are evaluated individually for impairment based on our expectation of future cash flows from either sale of collateral or recovery of amounts from the borrower.



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The loss estimates for the
homogenous and non-homogenous loans are consolidated to prepare a comprehensive loss estimate of the entire portfolio.



The allowance for loan losses amounted to $28.0 million and $28.0 million at March 31, 2003 and December 31, 2002, respectively. Changes in the allowance
for loan losses were as follows ($ in thousands):



|                                |  | For the Three Months Ended March 31, |       
|------------------------------- |  | ------------------------------------ | ------
|                                |  | 2003                                 |       
|Balance, beginning of period    |  | $                                    | 27,987
|Provision for loan losses       |  |                                      | 648   
|Loans charged-off               |  |                                      | (1,267
|Recoveries of loans charged-off |  |                                      | 427   
|                                |  |                                      |       
|Net charge-offs                 |  |                                      | (840  
|                                |  |                                      |       
|Balance, end of period          |  | $                                    | 27,795
|                                |  |                                      |       



6. RELATED PARTY TRANSACTIONS



Related
Party Transactions with Mr. William R. Hough



Mr. William R.
Hough is the Chairman of the Board of the Company, a director of the Company and the Bank, and our largest shareholder. Mr. Hough is also Chairman Emeritus and the controlling shareholder of William R. Hough & Co. (WRHC), a
NASD-member investment-banking firm. WRHC is compensated on a commission basis for acting as our agent in open-market purchases and sales of securities. For the three months ended March 31, 2003, we purchased $175.9 million and sold $75.5 million of
mortgage-backed securities through WRHC. We also periodically may purchase securities under agreement to repurchase from WRHC at a rate based on the prevailing federal funds rate plus one-eighth of one percent but there were no purchases of this
type during 2003.



Related Party Transactions with Other
Directors and Executive Officers



Certain other directors and
executive officers, members of their immediate families, and entities with which such persons are associated are customers of ours. As such, they had transactions in the ordinary course of business with us. Loans and commitments to lend to those
persons were comprised solely of two loans, each with a balance of less than $100,000. One loan was made to finance a personal residence and the second was a commercial business line of credit. Both loans were current as to payment of principal and
interest and were made in the ordinary course of business, upon substantially the same terms as offered to non-affiliated borrowers.



7. DIVIDEND PAYMENTS, HOLDING COMPANY CASHFLOW AND DEBT SERVICE



On March 25, 2003, the board of directors of the Company declared a cash dividend in the amount of $0.04 per share payable on
April 21, 2003 to common stockholders of record at April 7, 2003. On April 29, 2003 the board of directors of the Bank declared a $2.0 million cash dividend payable to the Company on that date.



At the Bank level, Florida statutes limit the amount of dividends that can be
paid by the Bank to the Company in any given year to an amount no greater than the Banks net income for the current year plus retained net income of the Bank from the preceding two years. As of March 31, 2003, the Bank had a net surplus for
dividend payment purposes of $3.4 million ($1.4 million after deducting the April 29, 2003 cash dividend to the Company). On March 31, 2003 (after deducting the cash



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used for the dividend payment
to common stockholders), the Company had unrestricted cash to be used for debt service totaling $9.4 million ($11.4 million including the April 29, 2003 cash dividend to the Company). The Companys annual debt service requirement is
approximately $4.7 million.



8.
LEGAL PROCEEDINGS



We are subject to various legal
proceedings in the ordinary course of business. Based on information presently available, we do not believe that the ultimate outcome in such proceedings, in the aggregate, would have a material adverse effect on our financial position or results of
operations. For detailed information on our legal proceedings, please refer to Part II, Item 1 of our report on Form 10-Q for the quarter ended March 31, 2003.



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REPUBLIC BANCSHARES, INC.

SELECTED QUARTERLY FINANCIAL INFORMATION

($ in thousands, except share data; unaudited)



|                                                    |  | Quarters Ended |           
|--------------------------------------------------- |  | -------------- | ----------
|                                                    |  | Mar. 2003      |           
|RESULTS OF OPERATIONS:                              |  |                |           
|Interest income                                     |  | $              | 32,144    
|Interest expense                                    |  |                | 13,068    
|                                                    |  |                |           
|Net interest income                                 |  |                | 19,076    
|Loan loss provision                                 |  |                | 648       
|                                                    |  |                |           
|Net interest income after loan loss provision       |  |                | 18,428    
|Noninterest income                                  |  |                | 4,597     
|Noninterest expense                                 |  |                | 19,232    
|                                                    |  |                |           
|Income before income taxes                          |  |                |           
|and minority interest                               |  |                | 3,793     
|Income tax expense                                  |  |                | 1,436     
|Minority interest from subsidiary trust, net of tax |  |                | (421      
|                                                    |  |                |           
|Net income (loss)                                   |  | $              | 1,936     
|                                                    |  |                |           
|                                                   
|Earnings (loss) per share  diluted                 |  | $              | 0.17      
|Weighted average shares outstanding  diluted       |  |                | 11,523,480
|                                                   
|BALANCE SHEET DATA (at period-end):                 |  |                |           
|Total assets                                        |  | $              | 2,592,044 
|Securities                                          |  |                | 864,149   
|Loans(including loans held for sale)                |  |                | 1,544,639 
|Nonperforming assets                                |  |                | 38,420    
|Allowance for loan losses                           |  |                | 27,795    
|Deposits                                            |  |                | 2,157,435 
|Stockholders equity                                |  |                | 182,274   
|Book value per share (dollars)                      |  |                | 15.95     
|Tangible book value per share (dollars)             |  |                | 14.89     
|                                                   
|SELECTED OPERATING RATIOS:                          |  |                |           
|Return on average assets                            |  |                | 0.31      
|Return on average equity                            |  |                | 4.32      
|Net interest margin                                 |  |                | 3.17      
|Operating efficiency ratio                          |  |                | 76.00     
|Loan loss allowance to portfolio loans              |  |                | 1.85      
|Loan loss allowance to nonperforming loans          |  |                | 129.97    
|                                                   
|CAPITAL RATIOS:                                     |  |                |           
|Equity to assets                                    |  |                | 7.03      
|Equity & minority interest to assets                |  |                | 8.14      
|Regulatory ratios  Bank:                           |  |                |           
|Tier 1 (leverage)                                   |  |                | 8.22      
|Tier 1 to risk assets                               |  |                | 12.61     
|Total capital                                       |  |                | 13.89     
|Regulatory ratios  Company:                        |  |                |           
|Tier 1 (leverage)                                   |  |                | 7.41      
|Tier 1 to risk-assets                               |  |                | 11.36     
|Total capital                                       |  |                | 14.43     
|                                                   
|OTHER DATA (at period-end):                         |  |                |           
|Number of branch banking offices                    |  |                | 70        
|Number of full-time equivalent employees            |  |                | 864       



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REPUBLIC
BANCSHARES, INC.

SELECTED QUARTERLY FINANCIAL INFORMATION

($ in thousands; unaudited)



|                                         |  | Quarters Ended |          
|---------------------------------------- |  | -------------- | ---------
|                                         |  | Mar. 2003      |          
|SELECTED AVERAGE BALANCES & YIELDS/COSTS |  |                |          
|Average balances:                        |  |                |          
|Assets:                                  |  |                |          
|Loans:                                   |  |                |          
|Residential                              |  | $              | 438,956  
|Commercial real estate                   |  |                | 588,138  
|Commercial (business)                    |  |                | 161,213  
|Consumer & other                         |  |                | 328,847  
|                                         |  |                |          
|Total loans                              |  |                | 1,517,154
|Securities                               |  |                | 814,540  
|Other earning assets                     |  |                | 38,856   
|Other assets                             |  |                | 163,685  
|                                         |  |                |          
|Total assets                             |  | $              | 2,534,235
|                                         |  |                |          
|Liabilities & Equity:                    |  |                |          
|Non-interest bearing deposits            |  | $              | 166,851  
|Interest-bearing deposits                |  |                | 1,912,701
|                                         |  |                |          
|Total deposits                           |  |                | 2,079,552
|Borrowings                               |  |                | 232,799  
|Other liabilities                        |  |                | 40,148   
|                                         |  |                |          
|Total liabilities                        |  |                | 2,352,499
|Total equity                             |  |                | 181,736  
|                                         |  |                |          
|Total liabilities & equity               |  | $              | 2,534,235
|                                         |  |                |          
|Average yields/costs:                    |  |                |          
|Earning assets                           |  |                | 5.40     
|Loans                                    |  |                | 6.17     
|Securities                               |  |                | 4.13     
|Deposits                                 |  |                | 2.49     
|Other interest-bearing liabilities       |  |                | 2.29     
|Total interest-bearing liabilities       |  |                | 2.47     
|NONPERFORMING ASSETS:                    |  |                |          
|Nonperforming loans:                     |  |                |          
|Residential first lien                   |  | $              | 9,260    
|Warehouse lines of credit                |  |                | 118      
|Commercial real estate and multifamily   |  |                | 8,516    
|Commercial (business)                    |  |                | 2,292    
|Home equity and consumer                 |  |                | 737      
|High LTV                                 |  |                | 462      
|                                         |  |                |          
|Total nonperforming loans(1)             |  |                | 21,385   
|Other real estate:                       |  |                |          
|Residential                              |  |                | 1,777    
|Commercial                               |  |                | 15,258   
|                                         |  |                |          
|Total ORE                                |  |                | 17,035   
|                                         |  |                |          
|Total nonperforming assets               |  | $              | 38,420   
|                                         |  |                |          



(1)Includes all loans on nonaccrual and all loans 90 days and over past due and still accruing interest.



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REPUBLIC
BANCSHARES, INC.

SELECTED QUARTERLY FINANCIAL INFORMATION

($ in thousands; unaudited)



|                                                              |  | Quarters Ended |       
|------------------------------------------------------------- |  | -------------- | ------
|                                                              |  | Mar. 2003      |       
|Loan loss allowance activity                                  |  |                |       
|Allowance for loan losses at beginning of period              |  | $              | 27,987
|Loan discount (net) allocated to/ (from) purchased portfolios |  |                |      
|Provision for loan losses                                     |  |                | 648   
|Net (charge-offs) recoveries:                                 |  |                |       
|Residential first lien                                        |  |                | 4     
|Warehouse lines of credit                                     |  |                |      
|Nonconforming first lien mortgages                            |  |                | (1    
|Commercial real estate/multifamily                            |  |                |      
|Commercial (business)                                         |  |                | (481  
|Home equity                                                   |  |                | 19    
|Consumer                                                      |  |                | (13   
|Other                                                         |  |                | (31   
|High LTV                                                      |  |                | (337  
|                                                              |  |                |       
|Net charge-offs                                               |  |                | (840  
|                                                              |  |                |       
|Allowance for loan losses at end of period                    |  | $              | 27,795
|                                                              |  |                |       
|Net charge-offs (recoveries) to average loans-annualized:     |  |                |       
|Residential first lien                                        |  |                |      
|Warehouse lines of credit                                     |  |                |      
|Nonconforming first lien mortgages                            |  |                | 0.01  
|Commercial real estate/multifamily                            |  |                |      
|Commercial (business)                                         |  |                | 1.19  
|Home equity                                                   |  |                | (0.06 
|Consumer and other                                            |  |                | 0.28  
|High LTV                                                      |  |                | 6.74  
|                                                              |  |                |       
|Net charge-offs to average loans                              |  |                | 0.22  
|                                                              |  |                |       



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Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



The following discussion and analysis of our critical accounting policies, balance sheets, statements of operations, off-balance sheet arrangements and
aggregate contractual obligations should be read in conjunction with the consolidated financial statements and the related notes included elsewhere in this report.



Critical Accounting Policies



Financial Reporting Release No. 60, which was released by the Securities and Exchange Commission, advises all companies to
include a discussion of critical accounting policies or methods used in the preparation of financial statements. The Notes to the Consolidated Financial Statements include a summary of the significant accounting policies and methods used in the
preparation of our Consolidated Financial Statements. The following is a brief discussion of the more significant accounting policies and methods we employ. The consolidated financial statements are prepared in accordance with generally accepted
accounting principles, which require us to make estimates and assumptions. We believe that, of our significant accounting policies, the following involve a higher degree of judgment and complexity. Republics management has discussed these
critical accounting estimates with the Audit Committee of the Board of Directors.



Fair Value. Certain financial instruments are recorded at fair value, or, in the case of loan servicing rights and loans held for sale, at the lower of amortized cost or fair value. Unrealized gains and losses may be
reflected in results of operations or as an adjustment to equity accounts as applicable. The preferred method of determining fair value is through use of listed market prices, where possible, and we utilize those market quotes whenever available. If
listed market prices are not readily available, fair value is determined based on other relevant factors and methods, including techniques using present value of cashflows. In preparing fair values using methods other than listed market prices, we
employ financial models to estimate those fair values. Those pricing models and their underlying assumptions determine the amount and timing of unrealized gains and losses recognized, and the use of different pricing models or assumptions could
produce different financial results. To the extent financial instruments have extended maturity dates, our estimates of fair value may involve greater subjectivity due to the lack of transparent market data available upon which to base modeling
assumptions. The illiquid nature of certain securities or debt instruments (such as certain mortgage obligations and mortgage-related loan products) also requires a high degree of judgment in determining fair value. The amount of assets on our
balance sheet valued using pricing models comprises less than 1% of total assets but the fluctuation in fair value caused by relatively minor changes in the underlying assumptions could result in a material change in the results of operations. For
an additional discussion regarding the calculation of fair value and the underlying assumptions used in those analyses, see Note 3. Securities.



Transfers of Financial Assets. From time to time we may engage in securitization activities. Gains and losses from securitizations are recognized
in the consolidated statements of operations when we relinquish control of the transferred financial assets in accordance with Statement of Financial Accounting Standards (SFAS) SFAS No. 140, Accounting for Transfers and Servicing
of Financial Assets and Extinguishments of Liabilities. This is a replacement of the Financial Accounting Standards Board (FASB) Statement No. 125 and other related pronouncements. The gain or loss on the sale of financial assets
depends in part on the previous carrying amount of the assets involved in the transfer, allocated between the assets sold and the retained interests based upon their respective fair values at the date of sale. We recognize any interests in the
transferred assets and any liabilities incurred in securitization transactions on the consolidated statements of financial condition at fair value.



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Subsequently, changes in the fair value of interests accounted for as trading assets are recognized in the
consolidated statements of operations. The use of different pricing models or assumptions could produce different financial results. For an additional discussion regarding the calculation of fair value and the underlying assumptions used in those
analyses, see Note 3 to the Consolidated Financial StatementsSecurities.



Allowance for Loan Losses. The allowance for loan losses is established through a charge to the provision for loan losses which is made to reserve for estimated losses in outstanding loan
balances. The allowance for loan losses represents Republics estimate of the probable losses that have occurred as of the date of the financial statements, as further described in Note 2 and Note 6 in the notes to our consolidated financial
statements included elsewhere herein. The allowance for loan losses is a significant estimate and is regularly evaluated by us for adequacy by taking into consideration factors such as changes in the nature and volume of the loan portfolio; trends
in actual and forecasted portfolio credit quality, including delinquency, charge-off and bankruptcy rates; and current economic conditions that may affect a borrowers ability to pay. The use of different estimates or assumptions could produce
different provisions for loan losses. Our provision for loan losses in future periods may differ from provision recorded for the first quarter of 2003.



Income taxes. Our income tax policy records the estimated future tax effects of temporary differences between the tax bases of assets and
liabilities and amounts reported in the accompanying consolidated balance sheets, as well as operating loss and tax credit carryforwards. We follow specific and detailed guidelines regarding the recoverability of any tax assets recorded on the
balance sheet and provide a valuation allowance, if required. Our deferred tax asset at March 31, 2003, totaled $17.5 million. The Company adopted the actual charge off method for recording loan loss provisions on our federal and state tax returns
several years ago. Our allowance for loan losses, which totaled $28.0 million at March 31, 2003, has resulted to a charge against earnings for financial reporting purposes but not for income tax purposes. This factor accounted for 59.8% of our
deferred tax asset.



Comparison of Balance Sheets at March
31, 2003 and December 31, 2002



Overview



At March 31, 2003, we had total
assets of $2.6 billion, stockholders equity of $182.3 million and a stated book value per share of $15.95. At year-end 2002 total assets were $2.5 billion, stockholders equity was $183.7 million and stated book value was $16.12. The
decline in total equity and book value per share was the result of a $3.4 million or $0.29 per share decline in other comprehensive income, caused by a decline in the market value of the Companys securities accounted for as available for sale.
Loans, net of allowances for loan losses, were $1.5 billion at March 31, 2003, an increase of $30.5 million from December 31, 2002, while total deposits were $2.2 billion, an increase of $87.7 million from year-end 2002.



Securities



Securities, primarily mortgage-backed investments issued by one of the federal
guarantee agencies, were $864.2 million at March 31, 2003 as compared to $827.9 million at the end of last year. At March 31, 2003, $856.4 million of securities were classified as available for sale, none were in the held to maturity category and
$7.8 million of securities were trading assets. These trading assets consisted of $6.4 million in overcollateralization and residual interests in cash flows from securitizations in December 1997 and June 1998 and $1.4 million in the excess
interest-only spread on mortgage servicing rights.



17



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##### Table of Contents



Average total securities for
the first three months of 2003 were $814.5 million, down $15.9 million, or 1.9%, from the average during the first three months of 2002. Purchases of new securities in 2003 to replace securities sold and portfolio amortization totaled $221.2 million
for the first three months of 2003. The annualized yield on average total securities for the first three months of 2003 was 4.13%, a decrease of 122 basis points from the yield earned in the first three months of 2002. This decline was primarily the
result of three factors, including (1) an increase in prepayments to mortgage securities which caused an increase in the amortization of the premiums paid to purchase those securities, (2) purchases of new securities at yields below the portfolio
average and, (3) downward repricing of adjustable rate securities.



Loans



Our
loan portfolio grew at an average annualized rate of 8.4% in the first three months of 2003. Total loans (including loans held for sale) increased by $32.0 million from year-end 2002 to $1.5 billion at March 31, 2003. Our portfolio of Florida loans
grew by $58.3 million or an average annualized rate of 17.4% while the portfolio of loans outside Florida declined by $25.9 million or an average annualized rate of 60.9%. At March 31, 2003, Florida loans comprised 90.7% of the loan portfolio, up
from 88.8% at year-end 2002. Loans outside Florida have decreased to 9.3% of the portfolio from 11.2% at December 31, 2002. Management discontinued originating new loans outside Florida in 2000 as part of its strategy to reduce credit risk in the
loan portfolio.



By category, commercial business loans increased
$5.2 million to $150.9 million and now comprise 10.0% of total loans and commercial real estate loans increased $16.7 million to $568.6 million or 37.7% of total loans. Home equity loans, the Companys principal consumer lending product,
increased $10.4 million to $295.6 million or 19.6% of total loans. Residential loans decreased $1.4 million, primarily from repayments of subprime loans. Most new originations of residential loans during the first quarter of 2003 were fixed rate,
all of which are sold to investors.



The annualized yields on
residential loans, commercial and commercial real estate loans, and consumer loans for the first three months of 2003 were 6.33%, 6.16%, and 5.97%, respectively, resulting in an annualized yield on the total loan portfolio of 6.17%. The yields on
those same categories in the first three months of 2002 were 7.32%, 7.00%, and 7.25%, respectively, resulting in an annualized yield on the total loan portfolio for 2002 of 7.15%. This reflects a decrease of 98 basis points on the annualized yield
on the total loan portfolio during the first three months of 2003 compared to the same period in 2002. The decrease in yield resulted primarily from the lower overall interest rate environment. Approximately 65.4% of our loan portfolio is indexed to
the prime, LIBOR and Treasury interest rates. The average prime interest rate was 4.25% during the first three months of 2003 compared to 4.75% for the same period of 2002, a decrease of 50 basis points. Short term LIBOR and Treasury rates declined
by approximately 65 basis points over the same periods.



Allowance for Loan Losses



The
allowance for loan losses amounted to $27.8 million (1.8% of portfolio loans) at March 31, 2003, compared with $28.0 million (1.9% of portfolio loans) at December 31, 2002. Activity to the allowance in 2003 included provisions for loan losses of
$648,000 and net loan charge-offs of $840,000. At March 31, 2003, the ratio of the allowance for loan losses to nonperforming loans was 130.0% compared to 125.9% at the end of 2002.



Nonperforming Assets



Nonperforming assets amounted to $38.4 million (1.5% of total assets) at March 31, 2003, compared with $39.0 million (1.5% of
total assets) at December 31, 2002, a decrease of $590,000. Commercial real estate



18



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##### Table of Contents

nonperformers declined by $332,000 and residential nonperformers declined by $479,000 while ORE balances
increased $248,000 to $17.0 million during the three month period ending March 31, 2003. The Companys largest nonperforming asset, a hotel in Wilmington, Delaware, comprises 32.0% of total nonperforming assets.



Deposits



Total deposits were $2.2 billion at March 31, 2003, an $87.7 million increase
from the prior year-end. By category, money market and savings accounts increased by $12.7 million, checking accounts increased by $32.3 million, and time deposits increased by $42.7 million. As of March 31, 2003, the Company had 45.7% of deposits
in the lower-costing core deposit categories of checking, savings and money market accounts compared to 45.5% as of December 31, 2002.



Federal Home Loan Bank (FHLB) Advances



Advance borrowings from the FHLB, secured by a blanket lien on the Banks mortgage loan portfolio, decreased by $25.0
million from $172.2 million at the end of 2002 to $147.2 million at March 31, 2003. These borrowings had the following rate and maturity characteristics as of March 31, 2003 ($ in thousands):



|                           |  | Amount |         | Weighted Average Rate |     
|-------------------------- |  | ------ | ------- | --------------------- | ----
|Maturing in:               |  |        |         |                       |     
|30 days or less  variable |  | $      | 135,000 |                       | 1.57
|2-12 months  fixed        |  |        | 5,000   |                       | 3.78
|Over 1 year  fixed        |  |        | 7,238   |                       | 5.22
|                           |  |        |         |                       |     
|Total                      |  | $      | 147,238 |                       | 1.83
|                           |  |        |         |                       |     



At March 31, 2003, the
Bank had total credit line availability with the FHLB equal to 20% of its total assets or $518.4 million of which $147.2 million had been used.



Stockholders Equity



Stockholders equity was $182.3 million at March 31, 2003, or 7.0% of total assets, compared to $183.7 million or 7.3%
of total assets at December 31, 2002. The number of common shares outstanding at March 31, 2003 was 11,430,459. The market value of the available for sale segment of the securities portfolio during the first three months of 2003 decreased relative
to the value at the end of 2002, which resulted in a $3.4 million after-tax valuation decrease on securities classified as available-for-sale.



At March 31, 2003, the Banks tier 1 (leverage) capital ratio was 8.22%, its tier 1 (risk-based) capital ratio was 12.61%, and its total risk-based
capital ratio was 13.89%, all in excess of minimum FDIC guidelines for an institution to be considered a well-capitalized bank. The same ratios for the Company at March 31, 2003, were 7.41%, 11.36%, and 14.43%, respectively.



Comparison of Results of Operations for the Three Months
Ended March 31, 2003 and 2002



Overview



Net income for the first quarter
of 2003, was $1.9 million, or $0.17 per share, (on a diluted basis) compared with income of $1.2 million, or $0.11 per share on the same basis, for the same period in 2002.



19



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##### Table of Contents



Analysis of Net Interest Income (see table on page 21)



Net interest income for the three months ended March 31, 2003, was $19.1 million compared with $18.9 million for the same period last year, a $208,000 or 1.1% increase. Net interest margin in the first quarter of 2003 was 3.17%
compared to 3.23% a year ago, a decline of six basis points. Average asset yield decreased by 101 basis points from 6.41% for the same period in 2002 to 5.40% for 2003. The average cost of interest-bearing liabilities decreased by 99 basis points
compared to the same period a year ago from 3.46% to 2.47%. The decline in net interest margin was largely caused by an acceleration in mortgage prepayments and continued reductions in the indices used for many short-term earning assets.



Noninterest Income



Noninterest income for the three months ended March 31, 2003,
was $4.6 million compared with $3.3 million for the same period in 2002, an increase of $1.3 million. The Companys residential mortgage operation generated $932,000 in gains on the sale of newly-originated fixed rate loans, a $629,000 or
207.0% increase over last year and gains on the sale of mortgage securities increased by $1.1 million.



The following table reflects the components of noninterest income for the three months ended March 31, 2003 and 2002 ($ in thousands; unaudited):



|                                    |  | For the Three Months Ended March 31, |      
|----------------------------------- |  | ------------------------------------ | -----
|                                    |  | 2003                                 |      
|Service charges on deposit accounts |  | $                                    | 1,553
|Loan service fees                   |  |                                      | (301 
|Other loan fee income               |  |                                      | 512  
|Gains on sale of loans, net         |  |                                      | 932  
|Gains on sale of securities, net    |  |                                      | 1,423
|Market adjustment on trading assets |  |                                      | 85   
|Other income                        |  |                                      | 393  
|                                    |  |                                      |      
|Total noninterest income            |  | $                                    | 4,597
|                                    |  |                                      |      





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##### Table of Contents



The following table summarizes
the average yields earned on interest earning assets and the average rates paid on interest bearing liabilities for the three months ended March 31, 2003 and 2002 ($ in thousands; unaudited):



|                                        |  | Three Months Ended March 31, |          
|--------------------------------------- |  | ---------------------------- | ---------
|                                        |  | 2003                         |          
|                                        |  | Average Balance              |          
|Summary of Average Rates                |  |                              |          
|Interest earning assets:                |  |                              |          
|Loans                                   |  | $                            | 1,517,154
|Securities                              |  |                              | 814,540  
|Interest bearing deposits in banks      |  |                              | 14,429   
|FHLB stock                              |  |                              | 15,307   
|Federal funds sold                      |  |                              | 9,120    
|                                        |  |                              |          
|Total interest earning assets           |  |                              | 2,370,550
|Noninterest earning assets              |  |                              | 163,685  
|                                        |  |                              |          
|Total assets                            |  | $                            | 2,534,235
|                                        |  |                              |          
|Interest bearing liabilities:           |  |                              |          
|Interest checking                       |  | $                            | 205,494  
|Money market                            |  |                              | 396,642  
|Savings                                 |  |                              | 185,716  
|Time deposits                           |  |                              | 1,124,849
|FHLB advances                           |  |                              | 169,684  
|Subordinated debt                       |  |                              | 29,335   
|Other borrowings                        |  |                              | 33,780   
|                                        |  |                              |          
|Total interest bearing liabilities      |  |                              | 2,145,500
|                                        |  |                              |          
|Noninterest bearing liabilities         |  |                              | 206,999  
|Stockholders equity                    |  |                              | 181,736  
|                                        |  |                              |          
|Total liabilities and equity            |  | $                            | 2,534,235
|                                        |  |                              |          
|Net interest income/net interest spread |  |                              |          
|                                        |  |                              |          
|Net interest margin                     |  |                              |          
|                                        |  |                              |          

|                                    |  | Increase (Decrease) Due to |      
|----------------------------------- |  | -------------------------- | -----
|                                    |  | Volume                     |      
|Changes in Net Interest Income      |  |                            |      
|Interest earning assets:            |  |                            |      
|Loans                               |  | $                          | 1,391
|Securities                          |  |                            | (452 
|Interest bearing deposits in banks  |  |                            | (1   
|FHLB stock                          |  |                            | 26   
|Federal funds sold                  |  |                            | (35  
|                                    |  |                            |      
|Total change in interest income     |  |                            | 929  
|Interest bearing liabilities:       |  |                            |      
|Interest checking                   |  |                            | 17   
|Money market                        |  |                            | (65  
|Savings                             |  |                            | (16  
|Time deposits                       |  |                            | (280 
|FHLB advances                       |  |                            | 327  
|Subordinated debt                   |  |                            | 1    
|Other borrowings                    |  |                            | (4   
|                                    |  |                            |      
|Total change in interest expense    |  |                            | (20  
|                                    |  |                            |      
|Total change in net interest income |  | $                          | 949  
|                                    |  |                            |      



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##### Table of Contents



Noninterest Expenses



Total noninterest
expenses for the first quarter of 2003 were $19.2 million compared with $18.3 million for the same period last year, an increase of $891,000. The $610,000 increase in the ORE expense line item was primarily due to costs incurred and expense accruals
associated with our largest nonperforming real estate property, a hotel in Wilmington, Delaware. Savings from the Companys ongoing Profit Improvement Program reduced the impact of cost increases in other areas, including rising medical,
property & casualty and liability insurance. Cost savings have been realized in compensation related areas and occupancy, primarily from the closure of underperforming branch offices and reduced staffing in the administrative areas of the
Company.



The following table reflects the components of
noninterest expenses for the three months ended March 31, 2003 and 2002 ($ in thousands; unaudited):



|                                               |  | For the Three Months Ended March 31, |       
|---------------------------------------------- |  | ------------------------------------ | ------
|                                               |  | 2003                                 |       
|Salaries and benefits                          |  | $                                    | 10,010
|Net occupancy expense                          |  |                                      | 3,371 
|Advertising and marketing                      |  |                                      | 112   
|Data processing fees and services              |  |                                      | 1,577 
|Loan collection costs                          |  |                                      | 97    
|Other operating expense                        |  |                                      | 2,824 
|                                               |  |                                      |       
|Total operating expenses                       |  |                                      | 17,991
|ORE expense, net of ORE income                 |  |                                      | 549   
|Amortization of goodwill & premium on deposits |  |                                      | 692   
|                                               |  |                                      |       
|Total noninterest expense                      |  | $                                    | 19,232
|                                               |  |                                      |       



Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



The primary objective of interest rate risk management is to minimize the effect that changes in interest rates have on net interest income. The Asset / Liability Management Committee
(ALCO) meets at least quarterly to monitor interest rate risk in the loan, investment and liability portfolios.



Management uses simulation software to measure asset and liability duration and the sensitivity of projected net interest income to changes in interest
rates. The simulation process takes into account the current contractual agreements with customers on deposits, borrowings, loans, investments and any commitments to enter into those transactions in the future. Also considered are the current
volumes, average rates and scheduled maturities and payments of asset and liability portfolios, together with projected prepayments and new business volumes. At March 31, 2003, the duration of our assets was 1.76 years while the duration of our
liabilities and equity was 2.08 years.



The following table shows
the effect that the indicated changes in interest rates would have on net interest income, projected for the next 12 months under a static interest rate scenario. Each change in interest rates is ramped pro rata over a 12-month time
horizon. The resulting change in net interest income from the static interest rate projection provides one measure of sensitivity in relation to changing interest rates, given the assumptions used in this process.



The percentage change projected for net interest income from a static rate
projection, assuming a rate shock ramped over a 12-month period, was as follows:



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|If interest rates:        |  |  |  | Change-% |   
|------------------------- |  |  |  | -------- | --
|Increase 100 basis points |  |  |  | (1.03    | )%
|Increase 200 basis points |  |  |  | (2.32    | ) 
|Decrease 100 basis points |  |  |  | (0.99    | ) 
|Decrease 200 basis points |  |  |  | (4.20    | ) 



Item 4. CONTROLS AND PROCEDURES



Evaluation of Disclosure Controls and Procedures



Within 90 days prior to the date of this report, we carried out an evaluation (the Evaluation), under the supervision and with the participation of our Chief Executive Officer (CEO) and Chief Financial Officer
(CFO), of the effectiveness of the design and operation of our disclosure controls and procedures (Disclosure Controls). Based on the Evaluation, our CEO and CFO concluded that subject to the limitations noted below, our
Disclosure Controls are effective in timely alerting them to material information required to be included in our periodic Securities and Exchange Commission reports.



Changes in Internal Controls



We have also evaluated our internal controls for financial reporting, and there have been no significant changes in our internal controls or in other
factors that could significantly affect those controls subsequent to the date of their last evaluation.



Limitations on the Effectiveness of Control



Our management, including our CEO and CFO, does not expect that our Disclosure Controls and internal controls will prevent
all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the
fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control
issues and instances of fraud, if any, within Republic have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake.
Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control.



The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events,
and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies
or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.



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CEO and CFO Certifications



Appearing
immediately following the Signatures section of this report there are Certifications of the CEO and the CFO. The Certifications are required in accord with Section 302 of the Sarbanes-Oxley Act of 2002 (the Section 302 Certifications). This item of
this report, which you are currently reading, is the information concerning the Evaluation referred to in the Section 302 Certifications and this information should be read in conjunction with the Section 302 Certifications for a more complete
understanding of the topics presented.



Part II. OTHER
INFORMATION



Item 1. Legal Proceedings



Trustee
for Atlantic International Mortgage Co. v. Republic Bank:



The Bank was named as a defendant in a complaint filed on November 20, 2002, in the United States Bankruptcy Court for the Middle District of Florida, in Tampa. The plaintiff is the trustee of three affiliated entities (the
Debtors) that were part of a now-discontinued mortgage warehouse lending program. The Debtors have filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code on November 21, 2000. Prior to filing for such
relief, the Debtors, through lines of credit and other forms of indebtedness, borrowed amounts in excess of $11 million from the Bank. The Bankruptcy Code provides that certain transfers of property by a debtor may be avoided if such transfers were
made within the 90 days prior to the Bankruptcy filing and the transfer provides the creditor more than it would have received under Chapter 7 of the Bankruptcy Code. The plaintiff alleges that the Bank received payments in or obtained an interest
in approximately $3.5 million of funds and real estate collateral that were avoidable pursuant to the Bankruptcy Code because such events occurred within the 90 day preference period or were received after filing for bankruptcy but not authorized
pursuant to the Bankruptcy Code. As a result, the plaintiff has requested that the foregoing transfer from the Debtors to the Bank be avoided, that the Bank return such payments and collateral, and any other relief that is appropriate.



The lawsuit was filed one day before the expiration of the applicable statute
of limitations. The Bank was not approached about the matters raised in the complaint prior to the complaint being filed. Management believes there may be certain defenses to the claims made, including most significantly, a defense that the alleged
transfers to the Bank did not constitute preferences avoidable under bankruptcy law because the Bank was a valid and perfected secured creditor. Evaluation of the claim and the Banks defenses is ongoing and management has not reached any
conclusion concerning the merits of this lawsuit.



James
Baker, et al v. Republic Bank:



The Bank was notified on
February 21, 2003 that it had been named as one of 35 investor defendants in a class action lawsuit filed on behalf of several Missouri residential real estate owners or borrowers. The plaintiffs obtained second mortgage High LTV Loans from Century
Financial, Inc. (Century), during the 1997-1998 timeframe. During this period, Republic purchased 112 loans from Century totaling approximately $5.4 million. The plaintiffs allege that Century charged illegal loan origination fees and
closing costs in violation of the Missouri Second Mortgage Loans Act. Under the purchase agreement with Century, all fees and costs collected by Century were retained by them. The plaintiffs are seeking both actual and punitive damages. At this
time, all proceedings have been stayed by the Missouri Supreme Court pending the resolution of appeals on statute of limitations issues filed by other parties involved in the lawsuit. The Bank has not at this point reached any conclusion regarding
the validity of such lawsuit or the outcome of the appeals process.



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##### Table of Contents

Peak Partners, L.P. v. Republic Bank:



The plaintiff in this case purchased certain mortgage-backed notes with a face amount of $7.5 million that were
collateralized by High LTV Loans and issued by Keystone Owner Trust 1998-P2. The Bank is the servicer of record for the mortgages underlying the trust. The plaintiff later sold its investment for an amount higher than its purchase price. The
plaintiff is alleging that a correction made to the amounts remitted by the mortgage holders diminished the value of its investment and is seeking $500,000 in damages. The lawsuit, which includes claims for negligence, negligent misrepresentation
and fraud, is pending in the United States District Court for the District of New Jersey-Trenton Vicinage. Discovery is continuing in this matter. The Bank believes the lawsuit to be without merit.



The Bank intends to respond appropriately to the three lawsuits described and
vigorously protect its interests. However, at this time, the Bank cannot conclude whether or not it will prevail in such litigation. We also are subject to various other legal proceedings in the ordinary course of business. Based on information
presently available, we do not believe that the ultimate outcome in such other proceedings, in the aggregate, would have a material adverse effect on our financial position or results of operations.



We are subject to various other legal proceedings in the ordinary course of
business. Based on information presently available, we do not believe that the ultimate outcome in such proceedings, individually or in the aggregate, would have a material adverse effect on our financial position, results of operations or cash
flows.



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##### Table of Contents



Item 6. Exhibits and Report on Form 8-K



|(a) |  | Exhibits:
|--- |  | ---------



|      
|------
|3.1  
|      
|3.2  
|      
|4.1  
|      
|10.1 
|      
|99.1 
|      
|99.2 



| | (1) |  | Incorporated by reference to Registrants Registration Statement on Form S-4, File No. 33-80895, filed December 28, 1995.
| | --- |  | -------------------------------------------------------------------------------------------------------------------------



|(b) |  | The following reports on Form 8-K were filed as follows:
|--- |  | --------------------------------------------------------



| | (1) |  | Report on Form 8-K dated and filed April 24, 2003.  Disclosed the issuance of a Press Release relating to the Companys earnings for the quarter ended
March 31, 2003.
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents



Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



|      |  |             |  | REPUBLIC BANCSHARES, INC.
|----- |  | ----------- |  | -------------------------
|     
|Date: |  | May 9, 2003 |  |                          
|      |  |             |  |                          



|     
|-----
|Date:
|     











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SECTION 302 CERTIFICATION



I, William
R. Klich, certify that:



| | 1. |  | I have reviewed this quarterly report on Form 10-Q of Republic Bancshares, Inc.;
| | -- |  | --------------------------------------------------------------------------------



| | 2. |  | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3. |  | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 4. |  | The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and we have:
| | -- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a. |  | designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b. |  | evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report
(the Evaluation Date); and
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | c. |  | presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation
Date.
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 5. |  | The registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee
of registrants board of directors (or persons performing the equivalent function):
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a. |  | all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize
and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b. |  | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls.
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------



| | 6. |  | The registrants other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|     
|-----
|Date:
|     





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SECTION 302
CERTIFICATION



I, William R. Falzone, certify that:



| | 1. |  | I have reviewed this quarterly report on Form 10-Q of Republic Bancshares, Inc.;
| | -- |  | --------------------------------------------------------------------------------



| | 2. |  | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3. |  | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 4. |  | The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and we have:
| | -- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a. |  | designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b. |  | evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report
(the Evaluation Date); and
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | c. |  | presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation
Date.
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 5. |  | The registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee
of registrants board of directors (or persons performing the equivalent function):
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a. |  | all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize
and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b. |  | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls.
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------



| | 6. |  | The registrants other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|     
|-----
|Date:
|     



29



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##### Table of Contents



EXHIBIT
INDEX



|Exhibit No. |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|           
|3.1        |  | Amended and Restated Articles of Incorporation of Registrant(1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|           
|3.2        |  | By-Laws of Registrant(1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|           
|4.1        |  | Specimen Common Stock Certificate(1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|           
|10.1       |  | First Central Tower Lease                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|           
|99.1       |  | Certification by the Chief Executive Officer of Registrant submitted to the Securities and Exchange Commission
pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. This Certification shall not be deemed to be filed with the Commission or subject to the liabilities of Section 18 of the Exchange
Act except to the extent that the Registrant specifically requests that such Certification is incorporated by reference into a filing under the Securities Act or Exchange Act. This Certification is being furnished to the Commission and accompanies
this report pursuant to SEC Release No. 33-8212.
|           
|99.2       |  | Certification by the Chief Financial Officer of Registrant submitted to the Securities and Exchange Commission
pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. This Certification shall not be deemed to be filed with the Commission or subject to the liabilities of Section 18 of the Exchange
Act, except to the extent that the Registrant specifically requests that such Certification is incorporated by reference into a filing furnished to the Commission and accompanies this report pursuant to SEC Release No. 33-8212.                                                                     



| | (1) |  | Incorporated by reference to Registrants Registration Statement on Form S-4, File No. 33-80895, filed December 28, 1995.
| | --- |  | -------------------------------------------------------------------------------------------------------------------------



30