United States Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended March 31, 2003.
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from to .
------------------- ----------------------
Commission file number : 0-25679
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FIRST AMERICAN CAPITAL CORPORATION
---- -----------------------------------
(Exact Name of small business issuer in its charter)
Kansas 48-1187574
- ------------------------------------------ ---------------------------------------
(State of incorporation) (I.R.S. Employer Identification Number)
1303 S.W. First American Place Topeka, Kansas 66604
- --------------------------------------------------------
(Address of principal executive offices)
Issuer's telephone number (785) 267-7077
------------------------------------------------
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period 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 [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.
Common Stock, $.10 Par Value - 4,687,078 shares as of May 1, 2003
Transitional Small Business Disclosure Format (check one): Yes [ ] No [X ]
1
FIRST AMERICAN CAPITAL CORPORATION
INDEX TO FORM 10-QSB
Part I.FINANCIAL INFORMATION Page Numbers
- ---------------------------- ------------
Item 1. Financial Statements:
Condensed Consolidated Balance Sheets as of March 31, 2003
and December 31, 2002 .............................. 3
Condensed Consolidated Statements of Operations for the
three months ended March 31, 2003 and 2002 ......... 5
Condensed Consolidated Statements of Cash Flows for the
three months ended March 31, 2003 and 2002 ......... 6
Notes to Condensed Consolidated Financial Statements ..... 8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations ............ 10
Item 3. Controls and Procedures ......................... 13
Part II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K ................. 14
Signature ................................................ 16
Certifications ........................................... 18
2
PART 1
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
FIRST AMERICAN CAPITAL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
March 31, December 31,
2003 2002
ASSETS
Investments:
Securities available for sale, at fair value:
Fixed maturities (amortized cost, $10,402,683
in 2003 and $10,096,482 in 2002) $11,083,152 $10,760,529
Investments in real estate
274,564 274,564
Policy loans 72,372 65,011
Notes receivable (net of valuation allowance
of $2,368 in 2003 and $2,368 in 2002) 25,800 28,204
Short-term investments 215,499 416,801
----------- -----------
Total investments 11,671,387 11,545,109
Cash and cash equivalents 798,657 400,062
Investments in related parties 130,105 131,549
Accrued investment income 198,720 177,598
Accounts receivable 360,900 322,421
Deferred policy acquisition costs (net of accumulated
amortization of $1,769,564 in 2003 and $1,682,954 in 2002)
3,571,448 3,186,587
Property and equipment (net of accumulated depreciation
of $296,355 in 2003 and $264,976 in 2002) 2,933,108 2,952,046
Other assets 56,208 31,144
----------- -----------
Total assets $19,720,533 $18,746,516
=========== ===========
3
FIRST AMERICAN CAPITAL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS (continued)
(Unaudited)
March 31, December 31,
LIABILITIES AND SHAREHOLDERS' EQUITY 2003 2002
Policy and contract liabilities:
Annuity contract liabilities $ 3,447,103 $ 2,888,962
Life policy reserves 2,588,344 2,308,859
Liability for policy claims
74,668 78,671
Policyholder premium deposits
224,943 219,629
Deposits on pending policy applications
154,432 197,013
Reinsurance premiums payable
37,985 39,886
------------ ------------
Total policy and contract liabilities 6,527,475 5,733,020
Commissions, salaries, wages and benefits payable
70,966 55,230
Other liabilities
189,844 108,075
Note payable 1,867,888 1,888,844
Federal income taxes payable:
Deferred 1,215,365 1,066,390
------------ ------------
Total liabilities 9,871,538 8,851,559
Shareholders' equity:
Common stock, $.10 par value, 8,000,000 shares authorized; 5,449,578 shares
issued and 4,687,078 shares outstanding in 2003 and 2002
544,958 544,958
Additional paid in capital 12,380,523 12,380,523
Accumulated deficit (2,134,118) (2,076,839)
Accumulated other comprehensive income
443,115 431,798
Less: Treasury stock held at cost (762,500 shares in 2002 and 2001) (1,385,483) (1,385,483)
------------ ------------
Total shareholders' equity 9,848,995 9,894,957
------------ ------------
Total liabilities and shareholders' equity $ 19,720,533 $ 18,746,516
============ ============
See notes to condensed consolidated financial statements.
4
FIRST AMERICAN CAPITAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three months ended
-----------------------------
March 31, March 31,
2003 2002
---- ----
Revenues:
Gross premium income $ 1,203,771 $ 898,338
Reinsurance premiums
assumed 738 --
Reinsurance premiums ceded (45,013) (34,545)
----------- -----------
Net premium income 1,159,496 863,793
Net investment income 143,873 141,961
Net realized gain on disposal of assets 341 86
Rental income 53,857 53,482
Other income -- 1,062
----------- -----------
Total revenue 1,357,567 1,060,384
Benefits and expenses:
Increase in policy reserves 279,485 189,133
Policyholder surrender values 15,950 27,521
Interest credited on annuities and premium deposits 62,114 32,005
Death claims 69,083 --
Commissions 408,668 301,470
Policy acquisition costs deferred (471,471) (399,264)
Amortization of deferred policy
acquisition costs 86,610 53,242
Salaries, wages, and employee benefits 395,217 351,653
Miscellaneous taxes 10,298 7,399
Administrative fees - related party -- 42,849
Other operating costs and expenses 414,759 342,811
----------- -----------
Total benefits and expenses 1,270,713 948,819
----------- -----------
Income before income tax expense 86,854 111,565
----------- -----------
Income tax expense 144,133 110,156
----------- -----------
Net income (loss) $ (57,279) $ 1,409
=========== ===========
Net income (loss) per common
share - basic and diluted $ (0.01) $ 0.00
=========== ===========
See notes to condensed consolidated financial statements.
5
FIRST AMERICAN CAPITAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited) (Unaudited)
March 31, March 31,
2003 2002
---- ----
OPERATING ACTIVITIES:
Net income (loss) $ (57,279) $ 1,409
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Interest credited on annuities and premium deposits 69,322 32,004
Net realized investment gain (341) (86)
Provision for depreciation and amortization 31,378 32,798
Equity loss in investment in affiliate 11,444 7,119
Amortization of premium and accretion of discount on
fixed maturity and short-term investments 13,104 11,187
Interest credited to certificates of deposit balances -- (4,943)
Provision for deferred federal income taxes 144,133 109,965
(Increase) decrease in accrued investment income (21,122) 3,226
Increase in accounts receivable (38,479) (53,819)
Increase in accounts receivable from affiliate -- (2,106)
Increase in deferred policy acquisition costs, net (384,861) (346,022)
Increase in policy loans (7,361) (9,658)
Increase in other assets (25,064) (15,097)
Increase in policy reserves 279,485 189,134
Decrease in liability for policy claims (4,003) --
Decrease in deposits on pending policy applications (42,581) (23,497)
(Decrease) increase in reinsurance premiums payable (1,901) 5,011
Increase in commissions, salaries, wages and
benefits payable 15,736 41,568
Decrease in accounts payable to affiliate -- (2,048)
Increase in other liabilities 81,769 337,794
--------- ---------
Net cash provided by operating activities $ 63,379 $ 313,939
6
FIRST AMERICAN CAPITAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(Unaudited) (Unaudited)
March 31, March 31,
2003 2002
---- ----
INVESTING ACTIVITIES:
Purchase of available-for-sale fixed maturities $(617,925) $(1,057,848)
Sale or maturity of available-for-sale fixed maturities 300,000 973,000
Additions to property and equipment, net (12,440) (11,712)
Purchase of investments in affiliates (10,000) (2,341)
Changes in notes receivable, net 2,404 (25,000)
Short-term investments disposed, net 200,000 425,011
--------- -----------
Net cash (used in) provided by investing activities (137,961) 301,110
FINANCING ACTIVITIES:
Payments on note payable (20,956) (19,570)
Deposits on annuity contracts, net 492,204 344,827
Policyholder premium deposits, net 1,929 (7,550)
--------- -----------
Net cash provided by financing activities 473,177 317,707
--------- -----------
Increase in cash and cash equivalents 398,595 932,756
Cash and cash equivalents, beginning of period 400,062 463,363
--------- -----------
Cash and cash equivalents, end of period $ 798,657 $ 1,396,119
========= ===========
See notes to condensed consolidated financial statements.
7
FIRST AMERICAN CAPITAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The accompanying condensed consolidated financial statements of First American
Capital Corporation and its Subsidiaries (the "Company") for the three months
ended March 31, 2003 and 2002 are unaudited. However, in the opinion of the
Company, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been reflected therein.
Certain financial information which is normally included in financial statements
prepared in accordance with accounting principles generally accepted in the
United States of America, but which is not required for interim reporting
purposes, has been omitted. The accompanying condensed consolidated financial
statements should be read in conjunction with the financial statements and notes
thereto included in the Company's Form 10-KSB for the fiscal year ended December
31, 2002. Certain reclassifications have been made in the prior period financial
statements to conform with the current period presentation.
2. INVESTMENTS IN RELATED PARTIES
The Company owns a 50% interest in First Computer Services, LLC ("FCS"). FCS
owns the computer hardware and software that operates a Company policy
administration, underwriting, claim processing, and accounting system. The
company uses the equity method to account for this investment, which is owned
jointly by the Company and First Alliance Corporation ("FAC") of Lexington,
Kentucky. At March 31, 2003, the carrying value of the FCS investment was
$88,305. This amount represents total capital contributions of $135,000 reduced
by the Company's $46,695 share of the cumulative net operating losses to date.
Selected financial data for FCS at March 31, 2003 and for the period ended March
31, 2003 is listed below.
Total Assets: $ 176,610
Total Liabilities: 0
Total Liabilities and Equity: 176,610
Loss from Operations: (22,888)
3. NET EARNINGS PER COMMON SHARE
Net income per common share for basic and diluted earnings per share is based
upon the weighted average number of common shares outstanding during each
period. The weighted average common shares outstanding were 4,687,078 and
5,273,985 at March 31, 2003 and March 31, 2002, respectively.
4. FEDERAL INCOME TAXES
Current taxes are provided based on estimates of the projected effective annual
tax rate. Deferred taxes reflect the net effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes.
8
FIRST AMERICAN CAPITAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
5. COMPREHENSIVE INCOME
The components of comprehensive income along with the related tax effects for
the three months ended March 31, 2003 and 2002 are as follows:
Three Months Ended
March 31, March 31,
2003 2002
---- ----
Unrealized gain on available-for-sale securities:
Unrealized holding gain (loss) during the period $ 17,413 $(115,332)
Tax (expense) benefit (6,096) 40,365
-------- ---------
Other comprehensive income (loss) $ 11,317 $ (74,967)
======== =========
Net income (loss) $(57,279) $ 1,409
Other comprehensive income net of
tax effect:
Unrealized investment gain (loss) 11,317 (74,967)
-------- ---------
Comprehensive loss $(45,962) $ (73,558)
======== =========
Net loss per common share-basic and diluted $ (0.01) $ (0.01)
======== =========
6. SEGMENT INFORMATION
The operations of the Company and its subsidiaries have been classified into two
operating segments as follows: life and annuity insurance operations and
corporate operations. Segment information for the three months ended March 31,
2003 and 2002 and as of March 31, 2003 and December 31, 2002 is as follows:
Three Months Ended
March 31, March 31,
2003 2002
Revenues:
Life and annuity insurance operations $ 1,271,184 $ 954,018
Corporate operations 86,383 106,366
----------- -----------
Total $ 1,357,567 $ 1,060,384
=========== ===========
Income before income taxes:
Life and annuity insurance operations $ 325,819 $ 276,844
Corporate operations (238,965) (165,279)
----------- -----------
Total $ 86,854 $ 111,565
=========== ===========
Depreciation and amortization
expense:
Life and annuity insurance operations $ 86,610 $ 53,242
Corporate operations 31,378 32,798
----------- -----------
Total $ 117,988 $ 86,040
=========== ===========
Segment asset information as of March 31, 2003 and December 31, 2002:
March 31, December 31,
2003 2002
Assets:
Life and annuity insurance operations $13,204,098 $12,090,507
Corporate operations 6,516,435 6,656,009
----------- -----------
Total $19,720,533 $18,746,516
=========== ===========
9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The Company makes forward-looking statements from time to time and desires to
take advantage of the "safe harbor" which is afforded such statements under the
Private Securities Litigation Reform Act of 1995 when they are accompanied by
meaningful cautionary statements identifying important factors that could cause
actual results to differ materially from those in the forward-looking
statements.
The statements contained in this report, which are not historical facts, are
forward-looking statements that involve risks and uncertainties that could cause
actual results to differ materially from those set forth in the forward-looking
statements. Any projections of financial performances or statements concerning
expectations as to future developments should not be construed in any manner as
a guarantee that such results or developments will, in fact, occur. There can be
no assurance that any forward-looking statement will be realized or that actual
results will not be significantly different from that set forth in such
forward-looking statement. In addition to the risks and uncertainties of
ordinary business operations, the forward-looking statements of the Company
referred to above are also subject to risks and uncertainties.
The following discussion should be read in conjunction with the consolidated
financial statements and notes thereto.
Financial Condition
Significant changes in the condensed consolidated balance sheets from December
31, 2002 to March 31, 2003 are highlighted below.
Total assets increased from $18,746,516 at December 31, 2002 to $19,720,533 at
March 31, 2003. The Company's available-for-sale fixed maturities had a fair
value of $11,083,152 and $10,760,529 at March 31, 2003 and December 31, 2002,
respectively. This investment portfolio is reported at market value with
unrealized gains and losses, net of applicable deferred taxes, reflected as a
separate component in Shareholders' Equity.
Short-term investments decreased from $416,801 at December 31, 2002 to $215,499
at March 31, 2003. The reduction of short-term investments held by the Company
was due to bonds maturing during the three months ended March 31, 2003, and the
proceeds were used to purchase available-for-sale securities. This resulted in a
$201,302 or 48% decrease in short-term investments.
Cash and cash equivalents increased $398,595 from $400,062 at December 31, 2002
to $798,657 at March 31, 2003. Refer to the statement of cash flows for sources
and uses of cash.
Accounts receivable increased 12% from $322,421 at December 31, 2002 to $360,900
at March 31, 2003. The increase is due primarily to a $26,859 increase in
amounts due from agents and a $11,860 increase in due premiums. These amounts
are expected to be fully recoverable.
10
Deferred policy acquisition costs, net of amortization, increased 12% from
$3,186,587 at December 31, 2002 to $3,571,448 at March 31, 2003 resulting from
the capitalization of acquisition expenses related to the increasing sales of
life insurance. These acquisition expenses include commissions and other fees
incurred in the first policy year.
Other assets increased 80% from $31,144 at December 31, 2002 to $56,208 at March
31, 2003. The increase is primarily due to an increase in escrow deposits of
$26,316.
Liabilities increased to $9,871,538 at March 31, 2003 from $8,851,559 at
December 31, 2002. A significant portion of this increase is due to life
insurance related policy liabilities. Policy reserves established due to the
sale of life insurance increased $279,485 or 12% from December 31, 2002 to March
31, 2003. These reserves are actuarially determined based on such factors as
insured age, life expectancy, mortality and interest assumptions. Liabilities
for policy claims are recorded based on reported death.
There was a 19% increase in the amount of $558,141 for annuity contract
liabilities from December 31, 2002 to March 31, 2003. According to the design of
FLAC's primary life insurance product, first year premium payments are allocated
100% to life insurance and renewal payments are split 50% to life and 50% to
annuity. In the first three months of 2003, annuity contract liabilities
increased as additional policies reached the second policy year.
Deposits on pending policy applications decreased from $197,013 at December 31,
2002 to $154,432 at March 31, 2003 because of the timing issues associated with
receipt and application of premium payments.
There was an increase of $15,736 in commissions, salaries, wages and benefits
payable from the December 31, 2002 balance of $55,230 to the March 31, 2003
balance of $70,966. The increase is attributable to an increase in the number of
employees and the timing factors associated with payroll dates.
Other liabilities increased $81,769 from $108,075 at December 31, 2002 to
$189,844 at March 31, 2003. The increase in other liabilities is primarily
attributable to an increase in accounts payable of $65,333 resulting from the
timing of the receipt of two significant invoices for legal and audit services.
Federal income taxes payable have increased 14% from $1,066,390 at December 31,
2002 to $1,215,365 at March 31, 2003. Federal income taxes payable are due to
deferred taxes established based on timing differences between income recognized
for financial statements and taxable income for the Internal Revenue Service.
These deferred taxes are based on the operations of FLAC and on unrealized gains
of fixed maturities.
Results of Operations
Revenues for the three months ended March 31, 2003 totaled $1,357,567 as
compared to $1,060,384 for the same period of 2002. The increase is primarily
due to a 34% increase in net premium income of $295,703 resulting from the
growth in the policyholder base.
Benefits and expenses for the three months ended March 31, 2003 totaled
$1,270,713 as compared to $948,819 for the same period of 2002. The total
increase in benefits and expenses is $321,894 or 34%. Other operating costs
accounted for $71,948 of the total increase due to increases in legal fees of
$36,384, an increase in audit fees of $27,500 and an increase in board fees of
26,425. These increases were offset by a decrease in agency related expenses of
$22,790. As a result of the growth in the policyholder base, the increase in
policy reserves was $90,352 greater than the same period in 2002. Salaries and
wages increased $43,564 as a result of an increase in the number of employees.
Commissions increased $107,198 due to the increase in premium income and
increased sales of the Final Expense product. Commission rates paid on first
year premiums received on the Final Expense product are typically higher than
those paid on the other products being marketed by FLAC. Administration fees
decreased $42,849 when compared to the same period in 2002 due the termination
of the management agreement with First Alliance Corporation. Death claims for
the three months ended March 31, 2003 totaled $69,083 as compared to $0 at March
31, 2002. The increase is due to the maturation of policies. There were no death
claims during the three months ended March 31, 2002. Interest credited on
annuities and premium deposits increased $30,109 for the three months ended
March 31, 2003 compared to March 31,
11
2002. The increase is due to the design of FLAC's primary life insurance
product, first year premium payments are allocated 100% to life insurance and
renewal payments are split 50% to life and 50% to annuity. In the first three
months of 2003, interest credited on annuities increased as additional policies
reached the second policy year.
Liquidity and Capital Resources
During the quarters ended March 31, 2003 and 2002, the Company maintained liquid
assets sufficient to meet operating demands, while continuing to utilize excess
liquidity for fixed maturity investments. Net cash provided by operating
activities during the periods ended March 31, 2003 and 2002 totaled $63,379 and
$313,939, respectively.
FLAC's insurance operations generally receive adequate cash flows from premium
collections and investment income to meet their obligations. Insurance policy
liabilities are primarily long-term and generally are paid from future cash
flows. Cash collected from deposits on annuity contracts and policyholder
premium deposits are recorded as cash flows from financing activities. A
significant portion of the Company's invested assets are readily marketable and
highly liquid.
A third-party has recently made a demand on the Company for the payment of
approximately $560,000 in damages it alleges it incurred as a result of the
Company's alleged breach of a contractual obligation. The Company is currently
investigating this claim. If such claim proves to be meritorious, the Company's
liquidity could be adversely affected.
The Company's former President and Chief Executive Officer has made a demand on
the Company for the payment of $250,000 in severance benefits under his
employment agreement. The Company denies any such obligation. If this claim is
found to be meritorious, the Company's liquidity could be adversely affected.
12
ITEM 3. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Company maintains controls and procedures designed to ensure that
information required to be disclosed in the reports that the Company files or
submits under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported within the time periods specified in the rules and forms
of the Securities and Exchange Commission. Based upon their evaluation of those
controls and procedures performed within 90 days of the filing date of this
report, the Chief Executive Officer and Chief Financial Officer of the Company
concluded that the Company's disclosure controls and procedures were adequate.
Changes in Internal Controls
The Company made no significant changes in its internal controls or in other
factors that could significantly affect internal controls subsequent to the date
of the evaluation of those controls by the Chief Executive Officer and Chief
Financial Officer.
13
Part II
OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
a) INDEX TO EXHIBITS
Exhibit No. Description
- ----------- -----------
3.1 Articles of Incorporation of First American Capital
Corporation (Incorporated by reference from Exhibit 2.1 to the
Registrant's amended Form 10-SB filed August 13, 1999)
3.2 Amendment II To Bylaws of First American Capital Corporation
(Incorporated by reference from Exhibit 3.2 to the
Registrant's Form 10-KSB filed March 31, 2003)
4 Certificate of Designations, Preferences and Relative,
Participating, Optional and Other Special Rights of Preferred
Stock and Qualifications, Limitations, and Restrictions
Thereof of 6% Non-Cumulative, Convertible, Callable Preferred
Stock (Incorporated by reference from Exhibit 3 to the
Registrant's amended Form 10-SB filed August 13, 1999)
10.1 Form of Advisory Board Contract (Incorporated by reference
from Exhibit 6.2 to the Registrant's amended Form 10-SB filed
August 13, 1999)
10.2 Service Agreement effective December 2, 1998 between First
American Capital Corporation and First Life America
Corporation (Incorporated by reference from Exhibit 6.3 to the
Registrant's amended Form 10-SB filed August 13, 1999)
10.3 Service Agreement effective January 1, 2002 between First
American Capital Corporation and First Life America
Corporation (Incorporated by reference from Exhibit 10.3 to
the Registrant's Form 10-KSB filed March 31, 2003)
10.4 Management Agreement between First American Capital
Corporation and First Alliance Corporation (Incorporated by
reference from Exhibit 6.4 to the Registrant's amended Form
10-SB filed August 13, 1999)
10.5 Termination and Release Agreement dated September 17, 2002
between First American Capital Corporation and First Alliance
Corporation (Incorporated by reference from Exhibit 10.2 to
the Registrant's Form 8-K filed September 25, 2002)
10.6 Stock Purchase Agreement dated September 17, 2002 between
First American Capital Corporation and First Alliance
Corporation (Incorporated by reference from Exhibit 10.1 to
the Registrant's Form 8-K filed September 25, 2002)
10.7 Employment Agreement effective November 1, 1998 between First
American Capital Corporation and Rickie D. Meyer (Incorporated
by reference from Exhibit 6.5 to the Registrant's Form 10-SB
filed August 13, 1999)
10.8 Employment Agreement effective November 1, 1998 between First
American Capital Corporation and Michael N. Fink (Incorporated
by reference from Exhibit 6.6 to the Registrant's Form 10-SB
filed August 13, 1999)
14
10.9 Employment Agreement effective November 1, 2000 between First
American Capital Corporation and Phillip M. Donnelly
(Incorporated by reference from Exhibit 10.9 to the
Registrant's Form 10-KSB filed March 31, 2003)
10.10 Operating Agreement of First Computer Services, LLC dated
December 1, 2001 (Incorporated by reference from Exhibit 10.10
to the Registrant's Form 10-KSB filed March 31, 2003)
10.11 Automatic Umbrella and Bulk ADB Reinsurance Agreements
effective September 1, 1998 between First Life America
Corporation and Business Men's Assurance Company of America
(Incorporated by reference from Exhibit 6.8 to the
Registrant's Form 10-SB filed August 13, 1999)
21 Subsidiaries of First American Capital Corporation
(Incorporated by reference from Exhibit 21 to the Registrant's
Form 10-KSB filed March 31, 2003)
99.1 CEO Certification pursuant to 18 U.S.C. Section 1350, dated
May 15, 2003 (*)
99.2 CFO Certification pursuant to 18 U.S.C. Section 1350, dated
May 15, 2003 (*)
(*) Filed herewith
b) The Company did not file any reports on form 8-K during the
three months ended March 31, 2003.
15
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
FIRST AMERICAN CAPITAL CORPORATION
Date: 5/15/03 By: /s/ Vincent L. Rocereto
------------------- -------------------------------------------
Vincent L. Rocereto
President and Chief Executive Officer
16
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
FIRST AMERICAN CAPITAL CORPORATION
Date: 5/15/03 By: /s/ Harland E. Priddle
------------- ----------------------------------------------
Harland E. Priddle
Secretary, Treasurer & Chief Financial Officer
17
CERTIFICATIONS
I, Vincent L. Rocereto, certify, that:
1. I have reviewed this quarterly report on Form 10-QSB of First American
Capital Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
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 registrants 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 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 registrants other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
the registrant's board of directors:
(a) all significant deficiencies in the design or operation of the
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; and
6. 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 the internal controls subsequent to the date of our most
recent evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date 5/15/03 /s/ Vincent L. Rocereto
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Vincent L. Rocereto,
President and Chief Executive Officer
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CERTIFICATIONS
I, Harland E. Priddle, certify, that:
1. I have reviewed this quarterly report on Form 10-QSB of First American
Capital Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
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 registrants 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 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 registrants other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
the registrant's board of directors:
(a) all significant deficiencies in the design or operation of the
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; and
6. 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 the internal controls subsequent to the date of our most
recent evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date 5/15/03 /s/ Harland E. Priddle
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Harland E. Priddle
Secretary, Treasurer and Chief Financial Officer
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