U.S. 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 June 30, 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 0-17018
STRATFORD AMERICAN CORPORATION
(Exact name of small business issuer as specified in its charter)
Arizona 86-0608035
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2400 E. Arizona Biltmore Circle, Building 2, Suite 1270, Phoenix, Arizona 85016
(Address of principal executive offices)
Issuer's telephone number, including area code: (602) 956-7809
(Former name, former address and former fiscal year, if changed since last
report.)
At July 31, 2003, 10,078,105 shares of the issuer's common stock were issued and
outstanding.
Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
STRATFORD AMERICAN CORPORATION
INDEX
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Consolidated Balance Sheet as of June 30, 2003 (unaudited) 3
Consolidated Statements of Operations for the three and six
months ended June 30, 2003 and 2002 (unaudited) 4
Consolidated Statements of Cash Flows for the six months
ended June 30, 2003 and 2002 (unaudited) 5
Notes to Consolidated Financial Statements (unaudited) 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 14
ITEM 3. CONTROLS AND PROCEDURES 24
PART II. OTHER INFORMATION 24
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 24
Signatures 25
2
PART 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
STRATFORD AMERICAN CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
JUNE 30, 2003
(unaudited)
ASSETS
Cash and cash equivalents $ 202,000
Receivables:
Oil and gas 119,000
Related party 15,000
Other 1,000
Investment in Triway Land Investors, LLC 570,000
Real estate investments, net 24,833,000
Oil and gas interests, net 1,273,000
Loan fees, net 324,000
Other assets 144,000
------------
$ 27,481,000
============
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable 74,000
Notes payable and other debt 24,976,000
Accrued liabilities 148,000
------------
Total liabilities 25,198,000
Minority interest in consolidated subsidiary 181,000
Shareholders' equity:
Nonredeemable preferred stock, par value $.01 per share;
authorized 50,000,000 shares, none issued
Common stock, par value $.01 per share; authorized 100,000,000
shares; issued and outstanding 10,078,105 shares 101,000
Additional paid-in capital 28,204,000
Accumulated deficit (26,192,000)
Treasury stock, 1,967 shares at cost (11,000)
------------
2,102,000
------------
$ 27,481,000
============
See accompanying notes to consolidated financial statements.
3
STRATFORD AMERICAN CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
For the three months ended For the six months ended
June 30, June 30,
-------------------------- --------------------------
2003 2002 2003 2002
----------- ----------- ----------- -----------
REVENUES:
Oil & gas revenue $ 213,000 $ 167,000 $ 417,000 $ 237,000
Property rental income 524,000 0 1,048,000 0
Interest and other income 2,000 4,000 3,000 10,000
----------- ----------- ----------- -----------
739,000 171,000 1,468,000 247,000
EXPENSES:
General and administrative 147,000 116,000 280,000 218,000
Depreciation, depletion and amortization 205,000 71,000 412,000 115,000
Oil & gas operations 46,000 42,000 94,000 90,000
Property rental operations 2,000 0 2,000 0
Interest 394,000 14,000 797,000 28,000
----------- ----------- ----------- -----------
794,000 243,000 1,585,000 451,000
----------- ----------- ----------- -----------
Net loss before minority interest and
income taxes (55,000) (72,000) (117,000) (204,000)
Minority interest share of net loss 0 0 4,000 0
----------- ----------- ----------- -----------
Net loss before income taxes (55,000) (72,000) (113,000) (204,000)
Income tax expense 8,000 0 9,000 0
----------- ----------- ----------- -----------
Net loss $ (63,000) $ (72,000) $ (122,000) $ (204,000)
=========== =========== =========== ===========
Basic and diluted net loss per
share $ (0.01) $ (0.01) $ (0.01) $ (0.03)
=========== =========== =========== ===========
See accompanying notes to consolidated financial statements.
4
STRATFORD AMERICAN CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
For the six months ended
June 30,
------------------------
2003 2002
---------- ----------
CASH FLOWS FROM CONTINUING OPERATIONS:
Net loss $ (122,000) $ (204,000)
Adjustments to reconcile net loss to net cash provided by
(used in) operating activities:
Minority interest loss (4,000) 0
Depreciation, depletion and amortization 412,000 115,000
Amortization of deferred loan fees 14,000 0
Changes in assets and liabilities:
Decrease (increase) in accounts and mortgage receivable 246,000 (74,000)
Increase in other assets 6,000 0
Increase (decrease) in accounts payable (40,000) 58,000
Increase (decrease) in accrued liabilities 18,000 (20,000)
---------- ----------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 530,000 (125,000)
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in LLC (6,000) (14,000)
Purchase of oil and gas interests 0 (738,000)
Purchases of property and equipment (17,000) (21,000)
---------- ----------
NET CASH USED IN INVESTING ACTIVITIES (23,000) (773,000)
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on notes payable and other debt (460,000) (2,000)
---------- ----------
NET CASH USED IN FINANCING ACTIVITIES (460,000) (2,000)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 47,000 (900,000)
CASH AND CASH EQUIVALENTS, beginning of period 155,000 1,203,000
---------- ----------
CASH AND CASH EQUIVALENTS, end of period $ 202,000 $ 303,000
========== ==========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid during the period $ 793,000 $ 29,000
========== ==========
Taxes paid during the period $ 9,000 $ 0
========== ==========
See accompanying notes to consolidated financial statements.
5
STRATFORD AMERICAN CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 1 - UNAUDITED FINANCIAL STATEMENTS
In the opinion of the Company, the accompanying unaudited consolidated
financial statements contain all adjustments, consisting only of normal
recurring adjustments, necessary to present fairly the financial position of the
Company as of June 30, 2003, the results of operations for the three and six
months ended June 30, 2003 and 2002 and cash flows for the six months ended
June 30, 2003 and 2002. The accompanying consolidated financial statements and
notes do not include all disclosures considered necessary for a fair
presentation in conformity with accounting principles generally accepted in the
United States of America. Therefore, it is recommended that these accompanying
statements be read in conjunction with the notes to consolidated financial
statements appearing in the Company's Form 10-KSB for the year ended
December 31, 2002. The results of operations for the six-month period ended
June 30, 2003 are not necessarily indicative of the results expected for fiscal
year 2003.
Note 2 - INVESTMENT IN SCOTTSDALE THOMPSON PEAK, LLC
On December 11, 2002, the Company, along with other investors, completed
the purchase of an office building leased by a single tenant located at 20225
North Scottsdale Road, Scottsdale, Arizona (the "Property") for $25,484,000,
which reflects the purchase price of $24,988,000 and closing costs incurred of
$496,000. The Company intends to continue this use of the building. The purchase
was pursuant to the Purchase and Sale Agreement, dated July 17, 2002, by and
between Opus West Corporation, a Minnesota corporation, and the Company (the
"Purchase and Sale Agreement"). The Property, after being purchased by the
Company and the other investors, was immediately conveyed to Scottsdale Thompson
Peak, LLC, a newly formed Arizona limited liability company ("STP"). The Company
owns 80% of the membership interests in, and is the manager of STP. The Company
contributed $750,000 in cash and its 80% undivided interest in the Property in
return for its 80% membership interest in STP, and other investors contributed
$187,000 in cash and their 20% undivided interest in the Property in return for
the remaining 20% of the membership interests in STP. The Company's cash
contribution of $750,000 came from company cash of $250,000 and the proceeds of
the sale by the Company of 2,000,000 shares of Company common stock, in December
2002, for $500,000. STP funded the purchase of the Property through a
combination of the cash contributions described above and loans obtained by STP,
in the aggregate amount of $24,300,000. A loan of $20,000,000 is financed with a
5.9% interest rate, 22 year straight-line amortization note and is guaranteed by
JDMD Investments, LLC, a major shareholder of the Company, as described in the
Guarantee Agreement dated December 11, 2002 and described below. A loan of
$2,500,000 is financed with a 6% interest rate, interest only note, for a period
of two years, due December 11, 2004, and is guaranteed 50% by JDMD Investments,
6
LLC and 50% by Diamond Ventures, Inc. A loan of $1,800,000 is financed with a
10% interest rate note, interest only, for a period of two years, due
December 2, 2004. The Company also issued a total of 1,200,000 shares shares
of its common stock, in December 2002, to JDMD Investments, LLC, a major
shareholder of the Company, for its agreement to guarantee payment of certain
exceptions or carve outs on the first mortgage, the guarantee of 50% of a
$2,500,000 bank loan, the assignment of all its interests in finding and
negotiating the purchase of the Property, and obtaining the mortgage loan and
other financing involved.
Had the purchase been completed as of January 1, 2002, the Company would have
reported the following:
For the three months ended For the six months ended
June 30, June 30,
(Unaudited) (Unaudited)
-------------------------- --------------------------
2003 2002 2003 2002
----------- ----------- ----------- -----------
Total revenue $ 739,000 $ 695,000 $ 1,468,000 $ 1,296,000
Net loss $ (63,000) $ (63,000) $ (122,000) $ (187,000)
Net loss per share $ (.01) $ (.01) $ (.01) $ (.02)
Pro Forma weighted
average shares outstanding 10,078,105 10,078,105 10,078,105 10,708,105
On July 25, 2002, the Company used $250,000 of its cash and on
September 27, 2002, borrowed $400,000 from a shareholder to make a $650,000
deposit on the Property. On October 14, 2002, the Company borrowed an additional
$250,000 from the same shareholder to make an additional deposit on the
Property. Total funds deposited were $900,000. The Property, after being
purchased by the Company and other investors was immediately conveyed to STP, as
described above. At the close of escrow on December 11, 2002, $700,000 of the
deposit funds was returned to the Company, with $200,000 being held by the
lender pending final inspection on March 31, 2003 of the construction work. On
December 12, 2002, the Company issued 2,000,000 shares of its common stock in
exchange for $500,000 in cash. With the $1,200,000 the Company received in
December 2002, $750,000 was used to make an equity contribution to STP and
$450,000 was used to repay a portion of the above described shareholder loan. On
March 31, 2003, the lender made the final inspection of the construction, and on
April 1, 2003, the remaining $200,000 holdback of deposit funds was returned to
the Company. Also on April 1, 2003, the Company used the $200,000 to repay the
shareholder in full for all funds advanced.
Note 3 - INVESTMENT IN TRIWAY LAND INVESTORS, LLC
On October 26, 2000, the Company through its membership in Triway Land
Investors, LLC ("Triway"), a limited liability company with two additional
members, entered into an operating agreement to acquire real property in
Scottsdale, Arizona. The acquisition price of the real property acquired by
Triway, approximately 10 acres, was $3,600,000. As a result, the Company made
a $500,000 equity investment in Triway. According to the operating agreement,
7
the Company and a majority interest member of Triway may be required to make
additional contributions up to a proportionate specified amount. On
September 20, 2001, the Company contributed an additional $32,000 equity
investment, proportionately, in accordance with the terms of the operating
agreement. On April 10, 2002, the Company contributed an additional $14,000
equity investment, proportionately, in accordance with the terms of the
operating agreement. On October 31, 2002, Triway made a capital call requiring
the Company to contribute an additional $18,000 equity investment,
proportionately, in accordance with the terms of the operating agreement. The
capital call was recorded to accounts payable at December 31, 2002 and paid on
January 27, 2003. On June 2, 2003 the Company contributed an additional $6,000
equity investment. As of June 30, 2003, the Company has contributed a total of
$570,000 to Triway, which is the value of the investment on the Company's books
at June 30, 2003.
On August 5, 2003, subsequent to the end of the quarter, Triway sold the
entire property for $4,799,000. After all expenses were deducted, the Company
received a cash distribution of $684,000 for its membership interest in Triway.
The LLC will now be dissolved.
Note 4 - NET LOSS PER COMMON SHARE
The Company calculates basic and diluted net loss per share in accordance
with the provisions of Statement of Financial Accounting Standards No. 128
"Earnings Per Share." Basic net loss per share is computed using the weighted
average number of common shares outstanding during each period (10,078,105
shares for the three and six month periods ended June 30, 2003 and 6,878,105 for
the three and six month periods ended June 30, 2002). Diluted net loss per share
is the same as basic net loss per share for the three and the six month periods
ended June 30, 2003 and 2002. In calculating diluted net loss per share for the
three and six month periods ended June 30, 2003 and 2002, respectively, 480,000
and 480,000 dilutive securities equivalents consisting of stock options have
been excluded because their inclusion would have been antidilutive.
Note 5 - EMPLOYEE STOCK OPTIONS
The Company has elected to follow Accounting Principles Board Opinion
No. 25, ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES (APB 25) and related
interpretations in accounting for its employee stock options and to adopt the
"disclosure only" alternative treatment under Statement of Financial Accounting
Standards No. 123, ACCOUNTING FOR STOCK-BASED COMPENSATION (SFAS 123). SFAS 123
requires the use of fair value option valuation models that were not developed
for use in valuing employee stock options. Under SFAS No. 123, deferred
compensation is recorded for the excess of the fair value of the stock on the
date of the option grant, over the exercise price of the option. The deferred
compensation is amortized over the vesting period of the option.
In December 2002, the Financial Accounting Standards Board issued Statement
No. 148, "ACCOUNTING FOR STOCK-BASED COMPENSATION - TRANSITION AND DISCLOSURE,
8
an amendment to FASB Statement 123." Statement 148 provides alternative methods
of transition for a voluntary change to the fair value based method of
accounting for stock-based employee compensation. In addition, Statement 148
amends the disclosure requirements of Statement 123," ACCOUNTING FOR STOCK-BASED
COMPENSATION," to require prominent disclosures in both annual and interim
financial statements about the method of accounting for stock-based employee
compensation and the effect of the method used on reported results. The Company
adopted the disclosure provisions of Statement 148 effective December 31, 2002.
Had the Company determined compensation cost based on the fair value at the
grant date for its stock options under SFAS No. 123, the Company's pro forma net
loss would have been:
For the three months ended For the six months ended
June 30, June 30,
-------------------------- --------------------------
2003 2002 2003 2002
----------- ----------- ----------- -----------
Net loss:
As reported $ (63,000) $ (72,000) $ (122,000) $ (204,000)
=========== =========== =========== ===========
Pro forma $ (63,000) $ (72,000) $ (122,000) $ (204,000)
=========== =========== =========== ===========
Diluted loss per share:
As reported $ (0.01) $ (0.01) $ (0.01) $ (0.03)
=========== =========== =========== ===========
Pro forma $ (0.01) $ (0.01) $ (0.01) $ (0.03)
=========== =========== =========== ===========
Note 6 - OIL AND GAS INTERESTS "SA OIL AND GAS CORPORATION"
On April 19, 2001, the Company purchased 100 percent of the capital stock
of SA Oil and Gas Corporation ("SA Oil"), from the shareholders of SA Oil, in
exchange for shares of common stock of the Company. Oil and gas interests were
recorded as $938,000 on the books of the Company and are being depleted equally
over a seven-year period, which is the estimated life of the wells. The Company
recorded depletion expense of $34,000 and $67,000 for the three and six months
periods ended June 30, 2003, respectively, leaving a net asset of $636,000 on
the books of the Company at June 30, 2003. In addition, equipment and intangible
development costs of $99,000 were capitalized. Depletion and amortization of
$42,000 has been recorded, leaving a net asset of $57,000 in equipment and
intangible development costs on the books of the Company at June 30, 2003. The
Company recognized gross revenues of $116,000 and $234,000 for the three and six
month periods ended June 30, 2003, and $91,000 and $159,000 for the three and
six months periods ended June 20, 2002, respectively, on these interests.
Note 7 - OIL AND GAS INTERESTS "STRATFORD AMERICAN ENERGY CORPORATION"
On June 5, 2002, the Company, through it's wholly owned subsidiary,
Stratford American Energy Corporation, purchased working interests in 23 oil and
gas properties located in Oklahoma and Texas, effective as of April 1, 2002 in
9
exchange for $738,000 in cash. The purchase price included oil and gas interests
of $687,000 and acquisition costs of $51,000 paid at closing. Additional
acquisition costs of $17,000, relating to the purchase, were incurred. The total
acquisition costs of $68,000 are being amortized equally over a seven-year
period. For the three and six month periods ended June 30, 2003, the Company
recorded $3,000 and $5,000 in amortization, leaving net acquisition costs of
$56,000 on the books of the Company at June 30, 2003. Additional intangible
development costs of $7,000 were incurred in 2002 for a treatment to enhance
production of one of the producing properties. As of June 30, 2003, total
amortization expense of $1,000 has been recorded, leaving net intangible
development costs of $6,000 on the books of the Company at June 30, 2003. In
addition to the working interests in the properties acquired, the Company agreed
to participate on a proportionate basis in the drilling of a development well on
one of the properties acquired. Drilling costs of $12,000 for the development
well were pre-paid at closing and are included in the oil and gas interests at
June 30, 2003. This well is now completed and is a producing property. The oil
and gas interests of $687,000 are being depleted equally over a seven-year
period, which is the estimated life of the interests. Depletion expense of
$24,000 and $49,000 was recorded for the three and six month periods ended
June 30, 2003, respectively, on the oil and gas interests, leaving a net asset
of $565,000 on the books of the Company at June 30, 2003. The Company recognized
gross revenue from the properties of $95,000 and $174,000 for the three and
six month periods ended June 30, 2003, respectively, and $74,000 for the three
and six month periods ended June 30, 2002, respectively.
On July 16, 2003, subsequent to the end of the quarter, the Company,
through it's wholly owned subsidiary Stratford American Energy Corporation, paid
$25,000 to an operator to participate proportionately in the drilling of a
development well on one of the properties, and on July 23, 2003, paid $25,000 to
another operator to participate proportionately in the drilling of an additional
development well. Funds for the development drilling came from Company cash. The
funds paid of $50,000 represent all costs anticipated to drill and test the
wells. If the drilling is successful and hydrocarbons are located in commercial
quantity, the Company will be responsible for approximately $13,000 in
additional costs on the first well to equip and complete the well. Costs to
equip and complete the second well, if necessary, will be approximately $18,000.
Funds required for the equipment and completion of these wells will come from
Company cash.
Note 8 - OPERATING SEGMENTS
The following tables summarize information about the Company's operations
by business operating segments for the three and six month periods ending June
30, 2003 and 2002. The segment shown as Oil & Gas includes working and/or
royalty interests in oil and gas properties that are primarily located in
Oklahoma and Texas, as described above in Notes 6 and 7. The segment shown as
Real Estate includes an office building, leased to a single tenant, located in
Scottsdale, Arizona, as described above in Note 2. The segment shown as Other
includes the Company's investment in Triway Land Investors, LLC and other
corporate activities. The segment shown as Elimination includes intercompany
eliminations.
10
OIL & GAS REAL ESTATE OTHER ELIMINATION TOTAL
---------- ----------- ---------- ----------- -----------
FOR THE THREE MONTHS ENDED
JUNE 30, 2003 (UNAUDITED):
Total revenue $ 213,000 $ 524,000 $ 18,000 $ (16,000) $ 739,000
Operating profit (loss) 86,000 (1,000) (140,000) 0 (55,000)
Identifiable assets 1,544,000 25,243,000 694,000 0 27,481,000
Depreciation, depletion and
amortization expense 69,000 133,000 3,000 0 205,000
Interest expense 13,000 380,000 1,000 0 394,000
Interest income 0 0 1,000 0 1,000
Income tax expense 8,000 0 0 0 8,000
Expenditures for additions
(long lived assets) 0 0 1,000 0 1,000
OIL & GAS REAL ESTATE OTHER ELIMINATION TOTAL
---------- ----------- ---------- ----------- -----------
FOR THE THREE MONTHS ENDED
JUNE 30, 2002 (UNAUDITED):
Total revenue 167,000 0 4,000 0 171,000
Operating profit (loss) 45,000 0 (117,000) 0 (72,000)
Identifiable assets 1,836,000 0 861,000 0 2,697,000
Depreciation, depletion and
amortization expense 68,000 0 3,000 0 71,000
Interest expense 13,000 0 1,000 0 14,000
Interest income 0 0 4,000 0 4,000
Expenditures for additions
(long lived assets) 739,000 0 0 0 739,000
11
OIL & GAS REAL ESTATE OTHER ELIMINATION TOTAL
---------- ----------- ---------- ----------- -----------
FOR THE SIX MONTHS ENDED
JUNE 30, 2003 (UNAUDITED):
Total revenue $ 417,000 $ 1,048,000 $ 35,000 $ (32,000) $ 1,468,000
Operating profit (loss) 160,000 (18,000) (255,000) 0 (113,000)
Identifiable assets 1,544,000 25,243,000 694,000 0 27,481,000
Depreciation, depletion and
amortization expense 139,000 266,000 7,000 0 412,000
Interest expense 26,000 769,000 2,000 0 797,000
Interest income 0 0 2,000 0 2,000
Income tax expense 9,000 0 0 0 9,000
Expenditures for additions
(long lived assets) 2,000 0 15,000 0 17,000
OIL & GAS REAL ESTATE OTHER ELIMINATION TOTAL
---------- ----------- ---------- ----------- -----------
FOR THE SIX MONTHS ENDED
JUNE 30, 2002 (UNAUDITED):
Total revenue 237,000 0 10,000 0 247,000
Operating profit (loss) 15,000 0 (219,000) 0 (204,000)
Identifiable assets 1,836,000 0 861,000 0 2,697,000
Depreciation, depletion and
amortization expense 109,000 0 6,000 0 115,000
Interest expense 27,000 0 1,000 0 28,000
Interest income 0 0 10,000 0 10,000
Expenditures for additions
(long lived assets) 744,000 0 15,000 0 759,000
12
Note 9 - RECENT ACCOUNTING PRONOUNCEMENTS
On May 15, 2003, the Financial Accounting Standards Board issued Statement
No. 150, ACCOUNTING FOR CERTAIN FINANCIAL INSTRUMENTS WITH CHARACTERISTICS OF
BOTH LIABILITIES AND EQUITY. Statement No. 150 requires issuers to classify as
liabilities (or assets in some circumstance) three classes of freestanding
financial instruments that embody obligations for the issuer. Generally,
Statement No. 150 is effective for financial instruments entered into or
modified after May 31, 2003 and is otherwise effective at the beginning of the
first interim period beginning after June 15, 2003. The Company adopted the
provisions of Statement No. 150 on July 1, 2003. The Company has not entered
into any financial instruments within the scope of Statement No. 150 and does
not believe its implementation on July 1, 2003 will have an effect on the
Company's financial statements.
In January 2003, the Financial Accounting Standards Board issued
Interpretation No. 46, CONSOLIDATION OF VARIABLE INTEREST ENTITIES.
Interpretation No. 46 clarifies the application of Accounting Research Bulletin
No. 51, "Consolidated Financial Statements," to certain entities in which equity
investors do not have the characteristics of a controlling financial interest or
do not have sufficient equity at risk for the entity to finance its activities
without additional subordinated financial support from other parties. The
recognition and measurement provisions of Interpretation No. 46 are effective
for newly created variable interest entities formed after January 31, 2003, and
for existing variable interest entities, on the first interim or annual
reporting period beginning after June 15, 2003. The Company adopted the
provisions of Interpretation No. 46 for existing variable interest entities on
July 1, 2003. The adoption of Interpretation No. 46 did not have an effect on
the Company's financial statements.
In June 2001, the Financial Accounting Standards Board issued Statement No.
143, ACCOUNTING FOR ASSET RETIREMENT OBLIGATIONS, which addresses financial
accounting and reporting for obligations associated with the retirement of
tangible long-lived assets and the associated asset retirement costs. The
standard applies to legal obligations associated with the retirement of
long-lived assets that result from the acquisition, construction, development
and/or normal use of the asset. Statement No. 143 requires that the fair value
of a liability for an asset retirement obligation be recognized in the period in
which it is incurred if a reasonable estimate of fair value can be made. The
fair value of the liability is added to the carrying amount of the associated
asset and this additional carrying amount is depreciated over the life of the
asset. The liability is accreted at the end of each period through charges to
operating expense. If the obligation is settled for other than the carrying
amount of the liability, the Company will recognize a gain or loss on
settlement. The Company adopted the provisions of Statement No. 143 effective
January 1, 2003. There was no material effect on the Company's financial
statements as a result of the adoption.
13
Note 10 - INCOME TAXES
Income taxes totaled $9,000 and $0 for the six months ended June 30, 2003
and 2002 respectively. The effective tax rate was (7.96)% and 0% for the three
months ended June 30, 2003 and 2002.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
GENERAL
During 2002, the Company purchased an office building in Scottsdale,
Arizona, effective December 11, 2002 as discussed below and above in Note 2 of
the consolidated financial statements as of June 30, 2003. The Property, after
being purchased by the Company and the other investors, was immediately conveyed
to STP. The Company owns 80% of the membership interests in, and is the manager
of STP. On June 5, 2002, the Company purchased working interests in 23 oil and
gas properties, as discussed below and above in Note 7 of the consolidated
financial statements as of June 30, 2003. The Company, through its membership in
Triway, acquired real property on October 26, 2000 as discussed below and above
in Note 3 of the consolidated financial statements as of June 30, 2003. The
Company purchased 100% of the capital stock of SA Oil on April 19, 2001 as
discussed below and above in Note 6 of the consolidated financial statements as
of June 30, 2003. The Company also owns a nominal interest in four oil and gas
wells in Arkansas and Oklahoma that generate insignificant revenues.
Other than the transactions described above, the Company has no significant
operations. The Company continues to aggressively seek additional potential
acquisitions in establishing its future direction. There can be no assurance
that it will be able to locate suitable acquisition candidates or make any such
acquisitions, or that any acquisitions that are made will be profitable for the
Company. Additionally there can be no assurance that the Company's operations
will be profitable.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The Consolidated Balance Sheet and the Consolidated Statements of
Operations have been prepared in accordance with accounting principles generally
accepted in the United States of America. The preparation of these financial
statements requires the Company to make certain estimates and judgments that
affect the reported amounts of assets, liabilities, revenues and expenses, and
related disclosure of contingent assets and liabilities. On an on-going basis,
the Company evaluates its estimates, including those related to investments, oil
and gas interests, contingencies and litigation. The Company bases its estimates
on historical experience and on various other assumptions that are believed to
14
be reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities that are
not readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions.
The Company believes the following critical accounting policies affect its
more significant judgments and estimates used in the preparation of its
consolidated financial statements. The Company accrues production income and
expense based upon historical performance, costs and prices received for oil and
gas. Revisions in profit estimates are charged to income in the period in which
the facts that give rise to the revision become known. Future adverse changes in
market conditions or poor operating results of underlying investments could
result in losses or an inability to recover the carrying value of the
investment's current carrying value, thereby possibly requiring an impairment
charge in the future.
Real estate investments are carried at cost, less depreciation. The
Company's investments in real property are subject to many inherent risks that
cannot be controlled, including general economic conditions and the availability
of mortgage funds for operations or refinancing. Future adverse changes could
result in losses or an inability to recover the carrying value of the
investments current carrying value, thereby possibly requiring an impairment
charge in the future. In accordance with SFAS No. 144, long-lived assets, such
as property, plant and equipment, and purchased intangibles subject to
amortization, are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. Recoverability of assets to be held and used is measured by a
comparison of the carrying amount of an asset to estimated undiscounted future
cash flows expected to be generated by the asset. If the carrying amount of an
asset exceeds its estimated future cash flows, an impairment charge is
recognized by the amount by which the carrying amount of the asset exceeds the
fair value of the asset. Assets to be disposed of would be separately presented
in the balance sheet and reported at the lower of the carrying amount or fair
value less costs to sell, and are no longer depreciated. The assets and
liabilities of a disposed group classified as held for sale would be presented
separately in the appropriate asset and liability sections of the balance sheet.
LIQUIDITY AND CAPITAL RESOURCES
On December 11, 2002, the Company, along with other investors, completed
the purchase of an office building leased by a single tenant located at 20225
North Scottsdale Road, Scottsdale, Arizona (the "Property") for $25,484,000,
which reflects the purchase price of $24,988,000 and closing costs incurred of
$496,000. The Company intends to continue this use of the building. The lease is
a bondable, triple-net lease, commencing on December 9, 2002, expiring on
December 31, 2024, excluding unexercised extensions, and guaranteed by multiple
parties under terms of the agreement. The annual base rent for years one through
five is $2,096,000 per year. If the financial condition of the tenant and the
other guarantors were to deteriorate and the tenant could not pay rents under
15
the terms of the lease agreement, it would have a material adverse effect on the
Company. The Property, after being purchased by the Company and the other
investors, was immediately conveyed to Scottsdale Thompson Peak, LLC, a newly
formed Arizona limited liability company ("STP"). The Company owns 80% of the
membership interests in, and is the manager of STP. The Company contributed
$750,000 in cash and its 80% undivided interest in the Property in return for
its 80% membership interest in STP, and other investors contributed $187,000 in
cash and their 20% undivided interest in the Property in return for the
remaining 20% of the membership interests in STP. The Company's cash
contribution of $750,000 came from company cash of $250,000 and the proceeds of
the sale by the Company of 2,000,000 shares of Company common stock for $500,000
to certain of the other investors. STP funded the purchase of the Property
through a combination of the cash contributions described above and loans
obtained by STP in the aggregate amount of $24,300,000. The $20,000,000 loan is
financed with a 5.9% interest rate, 22 year straight-line amortization note and
is guaranteed by JDMD Investments, LLC, a major shareholder of the Company, as
described in the Guarantee Agreement dated December 11, 2002 and described
below. The $2,500,000 loan is financed with a 6% interest rate, interest only
note, for a period of two years, due December 11, 2004, and is guaranteed 50% by
JDMD Investments, LLC, a major shareholder of the Company, and 50% by Diamond
Ventures, Inc. The $1,800,000 loan is financed with a 10% interest rate note,
interest only, for a period of two years, due December 2, 2004. The Company also
issued a total of 1,200,000 shares of its common stock to JDMD Investments, LLC,
a major shareholder of the Company, for its agreement to guarantee payment of
certain exceptions or carve outs on the first mortgage, the guarantee of 50% of
a $2,500,000 bank loan, the assignment of all its interests in finding and
negotiating the purchase of the Property, and obtaining the mortgage loan and
other financing involved.
On June 5, 2002, the Company, through it's wholly owned subsidiary,
Stratford American Energy Corporation, purchased working interests in 23 oil and
gas properties located in Oklahoma and Texas, effective as of April 1, 2002 in
exchange for $738,000 in cash. The purchase price included oil and gas interests
of $687,000 and acquisition costs of $51,000 paid at closing. Additional
acquisition costs of $17,000, relating to the purchase, were incurred. The total
acquisition costs of $68,000 are being amortized equally over a seven-year
period. As of June 30, 2003 a total of $12,000 in amortization has been
recorded, leaving net acquisition costs of $56,000 on the books of the Company
at June 30, 2003. Additional intangible development costs of $7,000 were
incurred in 2002 for a treatment to enhance production of one of the producing
properties. As of June 30, 2003, total amortization expense of $1,000 has been
recorded, leaving net intangible development costs of $6,000 on the books of the
Company at June 30, 2003. In addition to the working interests in the properties
acquired, the Company agreed to participate on a proportionate basis in the
drilling of a development well on one of the properties acquired. Drilling costs
of $12,000 for the development well were pre-paid at closing and are included in
the oil and gas interests at June 30, 2003. This well is now completed and is a
producing property. The oil and gas interests of $687,000 are being depleted
equally over a seven-year period, which is the estimated life of the interests.
16
As of June 30, 2003 total depletion expense of $122,000 has recorded on the oil
and gas interests, leaving a net asset of $565,000 on the books of the Company
at June 30, 2003.
On July 16, 2003, subsequent to the end of the quarter, the Company,
through it's wholly owned subsidiary, Stratford American Energy Corporation,
paid $25,000 to an operator to participate proportionately in the drilling of a
development well on one of the properties, and on July 23, 2003, paid $25,000 to
another operator to participate proportionately in the drilling of an additional
development well. Funds for the development drilling came from Company cash. The
funds paid of $50,000 represent all costs anticipated to drill and test the
wells. If the drilling is successful and hydrocarbons are located in commercial
quality, the Company will be responsible for approximately $13,000 in additional
costs on the first well to equip and complete the well. Costs to equip and
complete the second well, if necessary, will be approximately $18,000. Funds
required for the equipment and completion of these wells will come from Company
cash.
On April 19, 2001, the Company purchased 100 percent of the capital stock
of SA Oil from the shareholders of SA Oil, in exchange for 755,948 shares of
common stock of the Company. SA Oil owns working interests and/or royalty
interests in 87 oil and gas properties located in Oklahoma and Texas.
On October 26, 2000, the Company through its membership in Triway Land
Investors, LLC ("Triway"), a limited liability company with two additional
members, entered into an operating agreement to acquire real property in
Scottsdale, Arizona. The acquisition price of the real property acquired by
Triway, approximately 10 acres, was $3,600,000. As a result, the Company made a
$500,000 equity investment in Triway. According to the operating agreement, the
Company and a majority interest member of Triway may be required to make
additional contributions up to a proportionate specified amount. On
September 20, 2001, the Company contributed an additional $32,000 equity
investment, proportionately, in accordance with the terms of the operating
agreement. On April 10, 2002, the Company contributed an additional $14,000
equity investment, proportionately, in accordance with the terms of the
operating agreement. On October 31, 2002, Triway made a capital call requiring
the Company to contribute an additional $18,000 equity investment,
proportionately, in accordance with the terms of the operating agreement. The
capital call was recorded to accounts payable at December 31, 2002 and paid on
January 27, 2003. On June 2, 2003 the Company contributed an additional $6,000
equity investment. As of June 30, 2003, the Company has contributed a total of
$570,000 to Triway, which is the value of the investment on the Company's books
at June 30, 2003.
On August 5, 2003, subsequent to the end of the quarter, Triway sold the
entire property for $4,700,000. After all expenses were deducted, the Company
received a cash distribution of $684,000 for its membership interest in Triway.
The LLC will now be dissolved.
17
The Company expects that the current cash and cash equivalents will be
sufficient to meet its forecasted operating cash needs for the remainder of
2003. However, due to any unforeseen circumstances that could occur outside the
Company's control, there can be no assurance that adequate cash flows from the
Company's present cash position and current activity will be achieved.
The Company continues to aggressively seek additional potential
acquisitions in establishing its future direction. There can be no assurance
that it will be able to locate suitable acquisition candidates or make any such
acquisitions, or that any acquisitions that are made will be profitable for the
Company. Additionally there can be no assurance that the Company's operations
will be profitable.
RESULTS OF OPERATIONS - THREE AND SIX MONTH PERIODS ENDED JUNE 30, 2003,
COMPARED WITH THREE AND SIX MONTH PERIODS ENDED JUNE 30, 2002
The Company reported a net loss of $63,000 and $122,000 during the three
and six month periods ended June 30, 2003, compared to a net loss of $72,000 and
$204,000 for the three and six month periods ended June 30, 2002. Oil and gas
revenue increased from $167,000 and $237,000 for the three and six month periods
ended June 30, 2002 to $213,000 and $417,000 for three and six month periods
ended June 30, 2003. The increase of $46,000 and $180,000 for the three and six
month periods ended June 30, 2003 and 2002, respectively, is due primarily to
the June 5, 2002 purchase by the Company, through its wholly owned subsidiary
Stratford American Energy Corporation, of working interests in 23 oil and gas
properties, effective April 1, 2002, along with rising prices received for oil
and gas sold in 2003. Separately, SA Oil properties generated $116,000 and
$234,000 in gross revenue for the three and six month periods ended June 30,
2003, and $91,000 and $159,000 for the three and six month periods ended
June 30, 2002. The working interests in the 23 oil and gas properties, acquired
effective April 1, 2002, generated $95,000 and $174,000 in gross revenue for the
three and six month periods ended June 30, 2003, and $74,000 for the three and
six month periods ended June 30, 2002. Properties owned prior to the acquisition
of SA Oil and the June 5, 2002 purchase generated $2,000 and $9,000 in gross
revenue for the three and six month periods ended June 30, 2003 and $2,000 and
$4,000 for the three and six month periods ended June 30, 2002. The increase in
rental income of $524,000 and $1,048,000 reported for the three and six month
periods ended June 30, 2003 over that reported for the same periods ended
June 30, 2002, was due to the December 11, 2002 purchase by the Company and
other investors, of an office building located in Scottsdale, Arizona. Interest
and other income decreased from $4,000 and $10,000 for the three and six month
periods ended June 30, 2002 to $2,000 and $3,000 for the three and six month
periods ended June 30, 2003. The decrease in interest income can be attributed
to reduced interest earned on lower cash balances during the six months ended
June 30, 2003, compared to June 30, 2002.
General and administrative expenses increased from $116,000 and $218,000
for the three and six month periods ended June 30, 2002 to $147,000 and $280,000
for the three and six month periods ended June 30, 2003. The increase of $31,000
18
for the three month period ended June 30, 2003 is due to increased professional
fees of $25,000 and increased insurance costs of $6,000. The increase in
professional fees can be attributed to an increase in the accrual for accounting
fees, due to higher fees billed in 2003 and to legal fees incurred for services
relating to the filing of required reports during the first six months of 2003.
The increase of $62,000 for the six month period ended June 30, 2003 is due to
increased professional fees of $36,000, insurance costs of $18,000 and to an
increase in office rent of $8,000. The increase in professional fees and
insurance costs for the six month period ending June 30, 2003, are due to higher
accounting and legal fees as described above for the three month period ending
June 30, 2003. The increase in office rent was due primarily to reduced rental
reimbursements received from a sublease of the Company's offices in 2003 and to
increased common area charges and taxes billed to the Company by the landlord
for the Company's office space. Rental reimbursements received for the six month
period ended June 30, 2002 were $12,000 compared to rental reimbursements of
$8,000 received for the six month period ended June 30, 2003. Increased common
area charges and related taxes of $4,000 were billed to the Company during the
six months ended June 30, 2003.
Depreciation, depletion and amortization expense increased from $71,000 and
$115,000 for the three and six month periods ended June 30, 2002 to $205,000 and
$412,000 for the three and six month periods ended June 30, 2003. The increase
of $134,000 for the three months ended June 30, 2003, is due to additional
amortization of $1,000 on intangible drilling costs related to the SA Oil
properties and to additional depreciation of $133,000 related to the
December 11, 2002, purchase of the office building. The Property after being
purchased was immediately conveyed to STP. The Company owns 80% of the
membership interests in and is the manager of STP. The increase of $297,000 for
the six months ended June 30, 2003 can be attributed to $266,000 of depreciation
taken on the office building purchased on December 11, 2002, to additional
depletion and amortization of $27,000 taken on the working interests in the 23
oil and gas properties purchased on June 5, 2002, and to additional amortization
of $3,000 taken for intangible drilling costs related to the SA Oil properties.
Oil and gas operations expense increased from $42,000 and $90,000 for the
three and six month periods ended June 30, 2002 to $46,000 and $94,000 for the
three and six month periods ended June 30, 2003. The increase of $4,000 for the
three month period ended June 30, 2003 is due to additional expense of $3,000
related to the June 5, 2002 purchase of the working interests in 23 oil and gas
properties, effective April 1, 2002 and to $1,000 of additional operating
expense on the SA Oil properties. The increase of $4,000 for the six month
period ended June 30, 2003 is due to additional expense of $7,000 related to the
working interests in 23 oil and gas properties, offset by reduced operating
expense of $2,000 recorded for the SA Oil properties and by reduced operating
expense of $1,000 on previously owned properties.
19
Interest expense increased from $14,000 and $28,000 for the three and six
month periods ended June 30, 2002 to $394,000 and $797,000 for the three and six
month periods ended June 30, 2003. The increase of $380,000 for the three month
period ended June 30, 2003 is due to interest expense of $373,000 incurred on
the debt relating to the December 11, 2002 purchase of the office building in
Scottsdale, Arizona and to amortization of $7,000 on loan and guarantee fees
also relating to the December 11, 2002 purchase of the office building. The
increase of $769,000 for the six month period ended June 30, 2003 is due
primarily to interest expense of $756,000 incurred on the debt relating to the
December 11, 2002 purchase of the office building in Scottsdale, Arizona and to
amortization of $13,000 on loan and guarantee fees also relating to the
December 11, 2002 purchase of the office building. The Property after being
purchased was immediately conveyed to STP. The Company owns 80% of the
membership interests in, and is the manager of STP. Total interest expense of
$380,000 and $769,000 was recorded for the three and six month periods ended
June 30, 2003 for the debt and the loan fees related to the December 11, 2002
purchase of the office building. Interest expense for previous obligations was
$14,000 for the three month periods ended June 30, 2003 and 2002, respectively,
and $28,000 for the six month periods ended June 30, 2003 and 2002,
respectively.
During the three and six month periods ended June 30, 2003, the Company
accrued expense reimbursements of $17,000, to be received from two companies
that are partially owned by four of the Company's executives or directors. These
receipts are reimbursements for administrative expenses incurred by the Company
on behalf of the related parties. This arrangement allows the Company to reduce
expense and still maintain adequate staffing. The reimbursements are recorded as
a reduction of general and administrative expense for the three and six month
periods ended June 30, 2003. At June 30, 2003, $15,000 of the expense
reimbursement is recorded in related party receivables.
During the three and six month periods ended June 30, 2003, the Company
accrued rental reimbursements of $3,000 to be received from a Company that is
partially owned by four of the Company's executives or directors for a
month-to-month sublease of a portion of the Company's offices. The rent is at
market rate. This is recorded as a reduction in rental expense, included in
general and administrative expense. As of June 30, 2003, all of the rental
reimbursements had been received.
At March 31, 2003, a note payable of $200,000, due no later than June 20,
2003, bearing an interest rate of 10%, with interest and principal due at
maturity, was owed to a majority shareholder of the Company. At March 31, 2003,
$6,000 of accrued interest on this related party note payable was included in
accrued liabilities. On April 1, 2003, the note and all accrued interest was
20
paid in full. (See Note 2 of the consolidated financial statements as of
June 30, 2003).
At June 30, 2003, a note payable of $1,800,000, due December 2, 2004,
bearing an interest rate of 10%, with interest due monthly, was owed to a
majority shareholder of the Company.
At June 30, 2003, a note payable of $903,000, due in September of 2005,
bearing an interest rate of 6%, with interest due quarterly, was owed to a
minority shareholder of the Company. At June 30, 2003, $18,000 of accrued
interest on the note payable is included in accrued liabilities.
REAL ESTATE ACTIVITIES
The Company's real estate assets are held by limited liability companies.
On October 6, 2000, the Company through its membership in Triway Land Investors,
LLC purchased approximately 10 acres of land in Scottsdale, Arizona for
$3,600,000. Original plans called for the development of office buildings for
lease or sale. Due to market conditions and vacancy rates in the area, members
of Triway have agreed to market the property without substantial improvements.
On August 5, 2003, subsequent to the end of the quarter, Triway sold the entire
property for $4,799,000. After all expenses were deducted, the Company received
a cash distribution of $684,000 for its membership interest in Triway. The LLC
will now be dissolved.
On December 11, 2002, the Company through its membership in Scottsdale
Thompson Peak, LLC purchased a 157,566 square foot office building that is 100%
percent leased by a single tenant for a term of 22 years. Under terms of the
office building lease Scottsdale Thompson Peak, LLC is to receive annual rents
of $2,096,000, paid in equal monthly installments during the first five years of
the lease. In years six, eleven and sixteen of the lease annual rents are
escalated by 10% of annual rents paid in the preceding year. All repairs and
maintenance, insurance, real estate taxes and utilities are the responsibility
of the tenant. The Company owns an 80% interest in Scottsdale Thompson Peak, LLC
and is the manager of, the LLC. For the three and six month periods ended
June 30, 2003, the Company recognized gross rental revenues of $524,000 and
$1,048,000. Depreciation expense for the same periods was $133,000 and $266,000.
Total interest expense of $380,000 and $769,000 was recorded for three and six
month periods ended June 30, 2003. Of such interest expense $373,000 and
$756,000 was interest on the debt for the three and six month periods ended
June 30, 2003 and $7,000 and $13,000 was amortization of loan and guarantee fees
paid at closing for the three and six month periods ended June 30, 2003.
21
Had the purchase been completed as of January 1, 2002, the Company would have
reported the following:
For the three months ended For the six months ended
June 30, June 30,
(Unaudited) (Unaudited)
-------------------------- --------------------------
2003 2002 2003 2002
----------- ----------- ----------- -----------
Total revenue $ 739,000 $ 695,000 $ 1,468,000 $ 1,296,000
Net loss $ (63,000) $ (63,000) $ (122,000) $ (187,000)
Net loss per share $ (.01) $ (.01) $ (.01) $ (.02)
Pro Forma weighted
average shares outstanding 10,078,105 10,078,105 10,078,105 10,708,105
OIL AND GAS ACTIVITIES
Gross revenues from oil and gas operations increased from $167,000 and
$237,000 for the three and six month periods ended June 30, 2002 to $213,000 and
$417,000 for the three and six month periods ended June 30, 2003, and accounted
for 29% and 28%, respectively, of the total revenue reported by the Company for
the three and six month periods ended June 30, 2003. The increase was due
largely to the April 1, 2002 purchase of working interests in 23 oil and gas
properties, along with rising prices received for oil and gas sold in the first
two quarters of 2003. Depletion, depreciation and amortization expense of
$69,000 and $139,000 was recorded for the three and six month periods ended
June 30, 2003, compared to $68,000 and $109,000 for the three and six month
periods ended June 30, 2002. Operating profits from the oil and gas activities
were $86,000 and $160,000 for the three and six month periods ended June 30,
2003 compared to operating profits of $45,000 and $15,000 for the three and six
month periods ended June 30, 2002.
CAPITAL REQUIREMENTS
On July 25, 2002, the Company used $250,000 of its cash to make a deposit
towards the purchase of the Property. On September 27, 2002 the Company borrowed
$400,000 from a shareholder to make an additional deposit on the Property. On
October 14, 2002, the Company borrowed another $250,000 from the same
shareholder to make an additional deposit on the property. Total funds deposited
were $900,000. The Property, after being purchased by the Company and other
investors was immediately conveyed to Scottsdale Thompson Peak, LLC. At the
close of escrow on December 11, 2002, $700,000 of the deposit funds was
returned to the Company, with $200,000 being held by the lender pending final
inspection of the construction work on March 31, 2003. On December 12, 2002, the
Company issued 2,000,000 shares of its common stock in exchange for $500,000 in
cash. With the $1,200,000 the Company received in December 2002, $750,000 was
used to make an equity contribution to Scottsdale Thompson Peak, LLC, and
$450,000 was used to repay a portion of the above described shareholder loan.
22
On March 31, 2003, the lender made the final inspection of the
construction, and on April 1, 2003, the remaining $200,000 holdback of deposit
funds was returned to the Company. On April 1, 2003, the Company used the
$200,000 to repay the shareholder in full for all funds advanced.
On July 16, 2003, subsequent to the end of the quarter, the Company,
through it's wholly owned subsidiary Stratford American Energy, paid $25,000 to
an operator to participate proportionately in the drilling of a development well
on one of the properties, and on July 23, 2003, paid $25,000 to another operator
to participate proportionately in the drilling of an additional development
well. Funds for the development drilling came from Company cash. The funds paid
of $50,000 represent all costs anticipated to drill and test the wells. If the
drilling is successful and hydrocarbons are located in commercial quantity, the
Company will be responsible for approximately $13,000 in additional costs on the
first well to equip and complete the well. Costs to equip and complete the
second well, if necessary, will be approximately $18,000. Funds required for the
equipment and completion of these wells will come from Company cash.
Other than the capital requirements described above, the Company does not
have any material plans for future capital expenditures at the present time.
IMPACT OF INFLATION
Inflation has not had a significant impact on the Company's results of
operations.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Certain statements contained in this report, including statements
containing the words "believes," "anticipates," "intends," "expects" and words
of similar import, constitute "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995 and are subject to the safe
harbors created thereby. Such forward-looking statements involve known and
unknown risks, uncertainties and other important factors that may cause the
actual results to be materially different from the forward-looking statements.
Such factors include, among others, the following: the risk that the working
interests in 23 oil and gas properties and the operations of SA Oil may not be
profitable; the risk that the Company will continue to recognize losses from
operations unless and until the Company is able to make profitable acquisitions;
the risk that all of the foregoing factors or other factors could cause
fluctuations in the Company's operating results and the price of the Company's
common stock; the risk that the investment by the Company in Scottsdale Thompson
Peak, LLC may not be profitable; and other risks detailed in this report and
from time to time in the Company's other filings with the Securities and
Exchange Commission. Given these uncertainties, readers should not place undue
reliance on such forward-looking statements.
23
ITEM 3. CONTROLS AND PROCEDURES
Our Chief Executive Officer, our President and our Controller, based on the
evaluation of our disclosure controls and procedures (as defined in rules
13a-15(e) or 15d-15(e) of the Securities Exchange Act of 1934, as amended)
required by paragraph (b) of Rule 13a-15 or Rule 15d-15, have concluded that, as
of June 30, 2003, our disclosure controls and procedures were effective to
ensure that the information we are required to disclose in reports that we file
or submit under the Securities and Exchange Act of 1934 is recorded, processed,
summarized and reported within the time periods specified in Securities and
Exchange Commission rules and forms. During the three months ended June 30,
2003, there was no change in our internal control over financial reporting
identified in connection with the evaluation required by paragraph (d) of Rule
13a-15 or Rule 15d-15 that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
Responses to Items 1 through 5 are omitted since these items are inapplicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
See index beginning on page 26
(b) REPORTS ON FORM 8-K
There were no reports on Form 8-K filed for the three months
ended June 30, 2003.
24
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
STRATFORD AMERICAN CORPORATION
Registrant
Date: August 14, 2003 By /s/ Mel L. Shultz
-----------------------------------------
Mel L. Shultz, President and Director
Date: August 14, 2003 By /s/ David H. Eaton
-----------------------------------------
David H. Eaton, Chief Executive Officer
and Chairman of the Board
Date: August 14, 2003 By /s/ Daniel E. Matthews
-----------------------------------------
Daniel E. Matthews, Controller, Secretary
and Treasurer
25
EXHIBITS INDEX
Exhibits 31.1, 31.2, 31.3 and 32 are originally filed with this report. The
Company hereby incorporates all other exhibits by reference pursuant to Rule
12b-32, each of which (except Exhibits 2.1, 2.2, 2.3, 3.3, 10.1, 10.2 and 10.3)
was filed as an exhibit to the Company's Registration on Form 10, which was
filed July 22, 1988, and amended on October 7, 1988, and December 8, 1988.
Exhibit 2.1 was filed with the Company's Form 8-K filed with the Securities and
Exchange Commission on May 2, 2001. Exhibit 2.2 was filed with the Company's
Form 8-K filed with the Securities and Exchange Commission on June 18, 2002.
Exhibit 2.3 was filed as Exhibit 2.1 with the Company's Form 8-K filed with the
Securities and Exchange Commission on December 26, 2002. Exhibit 3.3 was filed
with the Company's Registration Statement on Form S-1 on June 12, 1989. Exhibit
10.1 was filed as Exhibit 10.14 to the Company's Form 10-KSB for the year ended
December 31, 2000, which was filed with the Securities and Exchange Commission
on April 2, 2001. Exhibit 10.2 was filed with the Company's Form 10-QSB filed
with the Securities and Exchange Commission on November 14, 2002. Exhibit 10.3
was filed as Exhibit 10.19 to the Company's Form 10-KSB for the year ended
December 31, 2002, which was filed with the Securities and Exchange Commission
on March 31, 2003.
Number Description Page
- ------ ----------- ----
2.1 Stock Purchase Agreement, dated March 22, 2001 by and
among SA Oil, the shareholders of SA Oil, and the Company N/A
2.2 Purchase and Sale Agreement, dated June 5, 2002 by and
between Crown Energy Drilling Production Fund 2001-1
Limited Partnership and Stratford American Energy Corporation N/A
2.3 Purchase and sale Agreement, dated July 17, 2002, by and
between Opus West Corporation, a Minnesota corporation, and
Stratford American Corporation N/A
3.1 Articles of Incorporation N/A
3.2 By-laws N/A
3.3 Articles of Amendment to Articles of Incorporation N/A
4.1 Form of Common Stock Certificate N/A
4.2 Form of Series "A" Preferred Stock Certificate N/A
4.3 Article IV of the Articles of Incorporation N/A
4.4 Article III of the Bylaws N/A
10.1 Operating Agreement between DVI Raintree, LLC, Stratford
American Corporation and Colonial Raintree, LLC, dated
October 26, 2000 N/A
26
10.2 Letter Agreement between Stratford American Corporation,
JDMD Investments, L.L.C., Diamond Ventures, Inc., Golden
Gate Apartments, Ltd., L.P., Auriga Properties, Inc., DRD-97
Trust and David Goldstein, dated September 27, 2002 N/A
10.3 Operating Agreement of Scottsdale Thompson Peak, LLC N/A
31.1 Certification pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 28
31.2 Certification pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 29
31.3 Certification pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 30
32 Officer Certification pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 31
27