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 September 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 October 31, 2003, 11,078,105 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 September 30, 2003 (unaudited) 3
Consolidated Statements of Operations for the three and nine
months ended September 30, 2003 and 2002 (unaudited) 4
Consolidated Statements of Cash Flows for the nine months
ended September 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 15
ITEM 3. CONTROLS AND PROCEDURES 23
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
SEPTEMBER 30, 2003
(unaudited)
ASSETS
Cash and cash equivalents $ 863,000
Receivables:
Oil and gas 96,000
Related party 15,000
Real estate investments, net 24,700,000
Oil and gas interests, net 1,261,000
Loan fees, net 317,000
Other assets 128,000
------------
$ 27,380,000
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable 51,000
Notes payable and other debt 23,957,000
Accrued liabilities 131,000
------------
Total liabilities 24,139,000
Minority interest in consolidated subsidiary 180,000
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
11,078,105 shares 111,000
Additional paid-in capital 28,511,000
Accumulated deficit (25,550,000)
Treasury stock, 1,967 shares at cost (11,000)
------------
3,061,000
------------
$ 27,380,000
============
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 nine months ended
September 30, September 30,
-------------------------- --------------------------
2003 2002 2003 2002
------------ ------------ ------------ ------------
REVENUES:
Oil & gas revenue $ 166,000 $ 160,000 $ 583,000 $ 397,000
Property rental income 524,000 0 1,572,000 0
Gain on restructuring of payables 614,000 0 614,000 0
Interest and other income 116,000 33,000 119,000 43,000
------------ ------------ ------------ ------------
1,420,000 193,000 2,888,000 440,000
EXPENSES:
General and administrative 125,000 110,000 405,000 328,000
Depreciation, depletion and amortization 205,000 71,000 617,000 186,000
Oil & gas operations 48,000 45,000 142,000 135,000
Property rental operations 3,000 0 5,000 0
Interest 392,000 15,000 1,189,000 43,000
------------ ------------ ------------ ------------
773,000 241,000 2,358,000 692,000
------------ ------------ ------------ ------------
Net income (loss) before minority interest
and income taxes 647,000 (48,000) 530,000 (252,000)
Minority interest share of net loss 1,000 0 5,000 0
------------ ------------ ------------ ------------
Net income (loss) before income taxes 648,000 (48,000) 535,000 (252,000)
Income tax expense 6,000 0 15,000 0
------------ ------------ ------------ ------------
Net income (loss) $ 642,000 $ (48,000) $ 520,000 $ (252,000)
============ ============ ============ ============
Basic and diluted net income (loss) per
share $ 0.06 $ (0.01) $ 0.05 $ (0.04)
============ ============ ============ ============
Shares used to compute income
(loss) per share 10,371,583 6,878,105 10,177,006 6,878,105
============ ============ ============ ============
See accompanying notes to consolidated financial statements.
4
STRATFORD AMERICAN CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
For the nine months ended
September 30,
-------------------------
2003 2002
----------- -----------
CASH FLOWS FROM CONTINUING OPERATIONS:
Net income (loss) $ 520,000 $ (252,000)
Adjustments to reconcile net loss to net cash provided by
(used in) operating activities:
Minority interest loss (5,000) 0
Gain on restructuring of payables (614,000) 0
Gain on sale of investment in LLC (114,000) 0
Depreciation, depletion and amortization 617,000 186,000
Amortization of deferred loan fees 21,000 0
Changes in assets and liabilities:
Decrease (increase) in accounts and mortgage receivable 270,000 (53,000)
Decrease (increase) in other assets 22,000 (6,000)
Increase (decrease) in accounts payable (64,000) 58,000
Increase (decrease) in accrued liabilities 30,000 (15,000)
----------- -----------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 683,000 (82,000)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of investment in LLC 684,000 0
Investment in LLC (6,000) (14,000)
Deposits 0 (650,000)
Purchase of oil and gas interests (56,000) (738,000)
Purchases of property and equipment (21,000) (22,000)
----------- -----------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES 601,000 (1,424,000)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on notes payable and other debt (576,000) (2,000)
Proceeds from note payable 0 400,000
----------- -----------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES (576,000) 398,000
----------- -----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 708,000 (1,108,000)
CASH AND CASH EQUIVALENTS, beginning of period 155,000 1,203,000
----------- -----------
CASH AND CASH EQUIVALENTS, end of period $ 863,000 $ 95,000
=========== ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid during the period $ 1,169,000 $ 43,000
=========== ===========
Taxes paid during the period $ 11,000 $ 1,000
=========== ===========
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 Stratford American Corporation (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 September 30, 2003,
the results of operations for the three and nine months ended September 30, 2003
and 2002 and cash flows for the nine months ended September 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 nine-month period ended September 30, 2003 are not
necessarily indicative of the results expected for fiscal year 2003.
Note 2 - RESTRUCTURING OF PAYABLES
Effective September 4, 2003, the Company exchanged 1,000,000 shares of its
common stock in full satisfaction of the outstanding note payable in the amount
of $903,000, along with accrued interest of $28,000. This note was payable to
a minority shareholder. The market value of the shares at issue date was $.20
per share. This transaction resulted in a gain of $614,000 which is reflected as
a gain on restructuring of payables in the accompanying Consolidated Statements
of Operations and an increase in additional paid-in capital of $307,000,
$190,000 of which represents excess of fair market value over par value of the
shares issued and $117,000 of which is deemed a capital contribution from the
aforementioned minority shareholder.
Note 3 - 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
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. STP funded the purchase of the Property
through a combination of cash contributions 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
6
Investments, LLC, a major shareholder of the Company. 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, LLC and 50% by
Diamond Ventures, Inc., a major shareholder of the Company. 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
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 nine months ended
September 30, September 30,
(unaudited) (unaudited)
-------------------------- --------------------------
2003 2002 2003 2002
----------- ----------- ----------- -----------
Total revenue $ 1,420,000 $ 717,000 $ 2,888,000 $ 2,012,000
Net income (loss) $ 642,000 $ (38,000) $ 520,000 $ (224,000)
Net income (loss) per share $ 0.06 $ (0.00) $ 0.05 $ (0.02)
Pro Forma weighted
average shares outstanding 10,371,583 10,078,105 10,177,006 10,078,105
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.
7
Note 4 - 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, the
Company and a majority interest member of Triway were required to make
additional contributions up to a proportionate specified amount. As of August 5,
2003, the Company had contributed a total of $570,000 to Triway, which was the
value of the investment on the Company's books on that date. On August 5, 2003,
Triway sold the real 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 Company recognized a gain of $114,000 from the sale of its
investment in Triway, which is reflected in interest and other income in the
accompanying Consolidated Statements of Operations.
Note 5 - NET EARNINGS (LOSS) PER COMMON SHARE
The Company calculates basic and diluted net earnings (loss) per share in
accordance with the provisions of Statement of Financial Accounting Standards
No. 128 "Earnings Per Share." Basic net earnings (loss) per share is computed
using the weighted average number of common shares outstanding during each
period (10,371,583 and 10,177,006 shares for the three and nine month periods
ended September 30, 2003 and 6,878,105 for the three and nine month periods
ended September 30, 2002). Diluted net earnings (loss) per share is the same as
basic net earnings (loss) per share for the three and the nine month periods
ended September 30, 2003 and 2002. In calculating diluted net earnings (loss)
per share for the three and nine month periods ended September 30, 2003 and
2002, 480,000 dilutive securities equivalents consisting of stock options have
been excluded because their inclusion would have been antidilutive.
Note 6 - 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.
8
In December 2002, the Financial Accounting Standards Board issued Statement
No. 148, "ACCOUNTING FOR STOCK-BASED COMPENSATION - TRANSITION AND DISCLOSURE,
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
income (loss) would have been:
For the three months ended For the nine months ended
September 30, September 30,
-------------------------- --------------------------
2003 2002 2003 2002
----------- ----------- ----------- -----------
Net income (loss):
As reported $ 642,000 $ (48,000) $ 520,000 $ (252,000)
=========== =========== =========== ===========
Pro forma $ 642,000 $ (48,000) $ 520,000 $ (252,000)
=========== =========== =========== ===========
Diluted income (loss)
per share:
As reported $ 0.06 $ (0.01) $ 0.05 $ (0.04)
=========== =========== =========== ===========
Note 7 - 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 $101,000 for the three and nine months
periods ended September 30, 2003, respectively, leaving a net asset of $602,000
on the books of the Company at September 30, 2003. In addition, equipment and
intangible development costs of $99,000 were capitalized. Depletion and
amortization of $46,000 has been recorded, leaving a net asset of $53,000 in
equipment and intangible development costs on the books of the Company at
September 30, 2003. The Company recognized gross revenues of $114,000 and
$348,000 for the three and nine month periods ended September 30, 2003, and
$90,000 and $248,000 for the three and nine months periods ended September 30,
2002, respectively, on these interests.
9
Note 8 - OIL AND GAS INTERESTS "STRATFORD AMERICAN ENERGY CORPORATION"
On June 5, 2002, the Company, through its 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. For the three and nine month periods ended September 30, 2003, the
Company recorded $3,000 and $7,000 in amortization, leaving net acquisition
costs of $53,000 on the books of the Company at September 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 September 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 September 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 September 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 $25,000 and $74,000 was recorded for the three and nine month periods
ended September 30, 2003, respectively, on the oil and gas interests, leaving a
net asset of $540,000 on the books of the Company at September 30, 2003. The
Company recognized gross revenue from the properties of $49,000 and $223,000 for
the three and nine month periods ended September 30, 2003, respectively, and
$67,000 and $142,000 for the three and nine month periods ended September 30,
2002, respectively.
On July 16, 2003, the Company, through its 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. The
drilling of the first well was successful and hydrocarbons were located in
commercial quantity. The Company is now responsible for approximately $13,000 in
additional costs 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. The second
well is scheduled to be drilled to a depth of 18,500 feet. As of October 24,
2003, the well had been drilled to a depth of 16,600 feet. Testing on this well
will begin once the total depth has been reached, which is expected during the
4th quarter of 2003.
10
Note 9 - OPERATING SEGMENTS
The following tables summarize information about the Company's operations
by business operating segments for the three and nine month periods ending
September 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 7 and 8. The segment shown as
Real Estate includes an office building, leased to a single tenant, located in
Scottsdale, Arizona, as described above in Note 3. The segment shown as Other
includes the Company's investment in Triway Land Investors, LLC, the
restructuring of payables and other corporate activities. The segment shown as
Elimination includes intercompany eliminations.
11
OIL & GAS REAL ESTATE OTHER ELIMINATION TOTAL
----------- ----------- ----------- ----------- -----------
FOR THE THREE MONTHS ENDED
SEPTEMBER 30, 2003
(UNAUDITED):
Total revenue $ 166,000 $ 524,000 $ 746,000 $ (16,000) $ 1,420,000
Operating profit 39,000 13,000 596,000 0 648,000
Identifiable assets 1,528,000 25,117,000 735,000 0 27,380,000
Depreciation, depletion and
amortization expense 69,000 133,000 3,000 0 205,000
Interest expense 10,000 382,000 0 0 392,000
Interest income 0 0 2,000 0 2,000
Other income 0 0 114,000 0 114,000
Income tax expense 6,000 0 0 0 6,000
Expenditures for additions
(long lived assets) 54,000 0 6,000 0 60,000
OIL & GAS REAL ESTATE OTHER ELIMINATION TOTAL
----------- ----------- ----------- ----------- -----------
FOR THE THREE MONTHS ENDED
SEPTEMBER 30, 2002
(UNAUDITED):
Total revenue 160,000 0 33,000 0 193,000
Operating profit (loss) 34,000 0 (82,000) 0 (48,000)
Identifiable assets 1,715,000 0 1,338,000 0 3,053,000
Depreciation, depletion and
amortization expense 68,000 0 3,000 0 71,000
Interest expense 14,000 0 1,000 0 15,000
Interest income 0 0 1,000 0 1,000
Other income 0 0 32,000 0 32,000
Expenditures for additions
(long lived assets) 2,000 0 0 0 2,000
12
OIL & GAS REAL ESTATE OTHER ELIMINATION TOTAL
----------- ----------- ----------- ----------- -----------
FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 2003
(UNAUDITED):
Total revenue $ 583,000 $ 1,572,000 $ 781,000 $ (48,000) $ 2,888,000
Operating profit 197,000 26,000 312,000 0 535,000
Identifiable assets 1,528,000 25,117,000 735,000 0 27,380,000
Depreciation, depletion and
amortization expense 208,000 399,000 10,000 0 617,000
Interest expense 36,000 1,151,000 2,000 0 1,189,000
Interest income 0 0 3,000 0 3,000
Other income 0 0 116,000 0 116,000
Income tax expense 15,000 0 0 0 15,000
Expenditures for additions
(long lived assets) 56,000 0 21,000 0 77,000
OIL & GAS REAL ESTATE OTHER ELIMINATION TOTAL
----------- ----------- ----------- ----------- -----------
FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 2002
(UNAUDITED):
Total revenue 397,000 0 43,000 0 440,000
Operating profit (loss) 49,000 0 (301,000) 0 (252,000)
Identifiable assets 1,715,000 0 1,338,000 0 3,053,000
Depreciation, depletion and
amortization expense 177,000 0 9,000 0 186,000
Interest expense 40,000 0 3,000 0 43,000
Interest income 0 0 11,000 0 11,000
Other income 0 0 32,000 0 32,000
Expenditures for additions
(long lived assets) 746,000 0 15,000 0 761,000
13
Note 10 - 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 has
determined its implementation on July 1, 2003 had no effect on the Company's
financial statements.
In April 2003, the Financial Accounting Standards Board issued Statement
No. 149 ("SFAS 149"), AMENDMENT OF STATEMENT 133 ON DERIVATIVE INSTRUMENTS AND
HEDGING ACTIVTITIES, which amends and clarifies financial accounting and
reporting for derivative instruments, including certain derivative instruments
embedded in other contracts. SFAS 149 is effective for contracts entered into or
modified after June 30, 2003 and for hedging relationships designated after June
30, 2003. The Company has not entered into any financial instruments within the
scope of Statement No. 149 and has determined its implementation on June 30,
2003 had no 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 were originally
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. However, in October 2003,
the Financial Accounting Standards Board deferred the effective date or
implementation of Interpretation No. 46 until December 2003. Currently the
Company believes that the adoption of Interpretation No. 46 will not have a
material effect on the Company's financial condition or results of operations.
We will continue to evaluate the provisions of Interpretation No. 46, including
modifications that may result from the Financial Accounting Standards Board
deferral of the effective date to determine its impact, if any, on the financial
results and operations of the Company.
14
Note 11- INCOME TAXES
Income taxes totaled $15,000 and $0 for the nine months ended September 30,
2003 and 2002 respectively. The effective tax rate was 2.80% and 0% for the nine
months ended September 30, 2003 and 2002. In determining the effective tax rate,
the Company utilized net operating loss carryforwards for which valuation
allowances had previously been provided.
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 3 of
the consolidated financial statements as of September 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 8 of the
consolidated financial statements as of September 30, 2003. The Company, through
its membership in Triway, acquired real property on October 26, 2000 and sold
its membership interest as discussed below and above in Note 4 of the
consolidated financial statements as of September 30, 2003. The Company
purchased 100% of the capital stock of SA Oil on April 19, 2001 as discussed
below and above in Note 7 of the consolidated financial statements as of
September 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
15
bases its estimates on historical experience and on various other assumptions
that are believed to 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 would no longer be 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 September 4, 2003, 1,000,000 shares of the Company's common stock
was issued to a minority shareholder in exchange for full satisfaction of
debt of $903,000 and accrued interest of $28,000 due to the shareholder.
Market value of the shares at issue date was $.20 per share. The Company
recognized a gain on the restructuring of payables of $614,000, which
is reflected in revenues in the Consolidated Statements of Operations
for the nine months ended September 30, 2003. See Note 2 of the
16
consolidated financial statements as of September 30, 2003 for additional
discussion of this transaction.
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. 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 the terms of the lease
agreement, it would have a material adverse effect on the Company. 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. 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, LLC and 50% by Diamond Ventures, Inc., a
major shareholder of the Company. 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 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.
On June 5, 2002, the Company, through its wholly owned subsidiary,
Stratford American Energy Corporation, purchased working interests in 23 oil and
gas properties located in Oklahoma and Texas, (the "SAEC Properties") 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 September 30, 2003 a total of $15,000 in
amortization has been recorded, leaving net acquisition costs of $53,000 on the
books of the Company at September 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 September 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 September 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 September
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. As of September 30, 2003 total
depletion expense of $147,000 has been recorded on the oil and gas interests,
17
leaving a net asset of $540,000 on the books of the Company at September 30,
2003.
On July 16, 2003, the Company, through its 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. The
drilling of the first well was successful and hydrocarbons were located in
commercial quality. The Company is now responsible for approximately $13,000 in
additional costs 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. The second
well is scheduled to be drilled to a depth of 18,500 feet. As of October 24,
2003, the well had been drilled to a depth of 16,600 feet. Testing on this well
will begin once the total projected depth has been reached, which is expected
during the 4th quarter of 2003.
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 (the "SA
Oil Properties").
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. As of August 5, 2003, the Company had contributed a total
of $570,000 to Triway, which was the value of the investment on the Company's
books on that date. On August 5, 2003, Triway sold the real 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 Company
recognized a gain of $114,000 from the sale of its investment in Triway, which
is reflected in interest and other income in the accompanying Consolidated
Statements of Operations.
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.
RESULTS OF OPERATIONS - THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2003,
COMPARED WITH THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2002
The Company reported net income of $642,000 and $520,000 during the three
and nine month periods ended September 30, 2003, compared to a net loss of
18
$48,000 and $252,000 for the three and nine month periods ended September 30,
2002. The third quarter 2003 results include a gain on the restructuring of
payables of $614,000 as discussed in Note 2 of the consolidated financial
statements and a gain on the sale of the Company's investment in Triway of
$114,000 as discussed in Note 4 of the consolidated financial statements. Oil
and gas revenue increased from $160,000 and $397,000 for the three and nine
month periods ended September 30, 2002 to $166,000 and $583,000 for three and
nine month periods ended September 30, 2003. The increase from $160,000 to
$166,000 for the three month periods ended September 30, 2003 and 2002,
respectively, is due primarily to an increase in prices received for oil and gas
and liquid mix sold in 2003. The increase of $186,000 for the nine month period
ended September 30, 2003 compared to the nine month period ended September 30,
2002 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 the SAEC Properties, effective April 1, 2002, along with the
increase in prices received for oil and gas and liquid mix sold in 2003.
Separately, the SA Oil Properties generated $114,000 and $348,000 in gross
revenue for the three and nine month periods ended September 30, 2003, and
$90,000 and $248,000 for the three and nine month periods ended September 30,
2002. The working interests in the SAEC properties, acquired effective April 1,
2002, generated $49,000 and $223,000 in gross revenue for the three and nine
month periods ended September 30, 2003, and $67,000 and $142,000 for the three
and nine month periods ended September 30, 2002. Properties owned prior to the
acquisition of SA Oil and the SAEC Properties generated $3,000 and $12,000 in
gross revenue for the three and nine month periods ended September 30, 2003 and
$3,000 and $7,000 for the three and nine month periods ended September 30, 2002.
The increase in rental income of $524,000 and $1,572,000 reported for the three
and nine month periods ended September 30, 2003 over that reported for the same
periods ended September 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 increased from $33,000 and $43,000 for the
three and nine month periods ended September 30, 2002 to $116,000 and $119,000
for the three and nine month periods ended September 30, 2003. The increase in
interest and other income of $83,000 for the three month period ended September
30, 2003 is due to the gain of $114,000 recognized from the Company's sale of
its investment in Triway in August of 2003, offset by funds of $32,000 received
in the third quarter of 2002. These funds were being held by an insurance
company for future vehicle damage claims, subsequent to the Company's sale of
Dollar-Rent-A-Car in October of 1998. The increase of $76,000 in interest and
other income for the nine month period ended September 30, 2003, compared to the
nine month period ended September 30, 2002, is also due to the $114,000 gain,
the offset of the $32,000 payment of funds from the insurance company, along
with a decrease in interest income of $6,000 earned on cash accounts.
General and administrative expenses increased from $110,000 and $328,000
for the three and nine month periods ended September 30, 2002 to $125,000 and
$405,000 for the three and nine month periods ended September 30, 2003. The
19
increase of $15,000 for the three month period ended September 30, 2003 is due
to increased insurance premiums of $9,000 and increased office rent expense of
$6,000. The increase in office rent expense was due to reduced rental
reimbursements received from a sublease of the Company's offices in 2003. The
increase of $77,000 for the nine month period ended September 30, 2003 is due to
increased professional fees of $35,000, increased insurance costs of $26,000, an
increase in office rent expense of $13,000 and an increase of $3,000 in
associated overhead costs. The increase in professional fees can be attributed
to higher legal and accounting costs billed for services relating to the filing
of required reports during the nine months ended September 30, 2003. The
increase in insurance costs for the nine month period ending September 30, 2003,
is due to an increase in premiums in 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 nine month period ended September 30, 2002 were
$16,000 compared to rental reimbursements of $8,000 received for the nine month
period ended September 30, 2003. Increased common area charges and related taxes
of $5,000 were billed to the Company during the nine months ended September 30,
2003.
Depreciation, depletion and amortization expense increased from $71,000 and
$186,000 for the three and nine month periods ended September 30, 2002 to
$205,000 and $617,000 for the three and nine month periods ended September 30,
2003. The increase of $134,000 for the three months ended September 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 Property. 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 $431,000 for the nine
months ended September 30, 2003 can be attributed to $400,000 of depreciation
taken on the Property purchased on December 11, 2002, and to additional
depletion and amortization of $28,000 taken on the working interests in the SAEC
Properties, 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 $45,000 and $135,000 for the
three and nine month periods ended September 30, 2002 to $48,000 and $142,000
for the three and nine month periods ended September 30, 2003. The increase of
$3,000 for the three month period ended September 30, 2003 is due to increased
lease operating expenses on the SA Oil Properties. The increase of $7,000 for
the nine month period ended September 30, 2003 is due to additional expense of
$5,000 related to the working interests in the SAEC Properties, and to increased
lease operating expenses of $2,000 on the SA Oil Properties.
Interest expense increased from $15,000 and $43,000 for the three and nine
month periods ended September 30, 2002 to $392,000 and $1,189,000 for the three
and nine month periods ended September 30, 2003. The increase of $377,000 for
the three month period ended September 30, 2003 is due to interest expense of
20
$375,000 incurred on the debt relating to the December 11, 2002 purchase of the
Property, to amortization of $7,000 on loan and guarantee fees also relating to
the December 11, 2002 purchase of the Property, offset by reduced interest
expense of $5,000 due to the September 4, 2003 issuance of 1,000,000 shares of
the Company's common stock for full satisfaction of the debt of $903,000 and all
related interest expense. The increase of $1,146,000 for the nine month period
ended September 30, 2003 is due primarily to interest expense of $1,130,000
incurred on the debt relating to the December 11, 2002 purchase of the Property,
to amortization of $21,000 on loan and guarantee fees also relating to the
December 11, 2002 purchase of the Property and to the above mentioned reduction
in interest of $5,000 on the debt obligation of $903,000. Total interest expense
of $382,000 and $1,151,000 was recorded for the three and nine month periods
ended September 30, 2003 for the debt and the loan fees related to the December
11, 2002 purchase of the Property. Interest expense for previous obligations was
$10,000 and $15,000 for the three month periods ended September 30, 2003 and
2002, respectively, and $38,000 and $43,000 for the nine month periods ended
September 30, 2003 and 2002, respectively.
During the three month period ended September 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 nine month
periods ended September 30, 2003. At September 30, 2003, $15,000 of the expense
reimbursement is recorded in related party receivables.
During the nine month period ended September 30, 2003 the Company had
accrued rental reimbursements of $6,000 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 was at
market rate and was recorded as a reduction in rental expense, included in
general and administrative expense. The month-to-month sublease ended on June
30, 2003. The Company did not accrue any rental reimbursements for the three
month period ended September 30, 2003.
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
paid in full. (See Note 3 of the consolidated financial statements as of
September 30, 2003.)
At September 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.
21
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. On August 5, 2003, 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.
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%
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 its manager. For the three and nine month periods ended September 30,
2003, the Company recognized gross rental revenues of $524,000 and $1,572,000.
Depreciation expense for the same periods was $133,000 and $399,000. Total
interest expense of $382,000 and $1,151,000 was recorded for three and nine
month periods ended September 30, 2003. The interest expense on the debt was
$375,000 and $1,130,000 for the three and nine month periods ended September 30,
2003 and $7,000 and $21,000 was amortization of loan and guarantee fees paid at
closing for the three and nine month periods ended September 30, 2003.
OIL AND GAS ACTIVITIES
Gross revenues from oil and gas operations increased from $160,000 and
$397,000 for the three and nine month periods ended September 30, 2002 to
$166,000 and $583,000 for the three and nine month periods ended September 30,
2003, and accounted for 12% and 20%, respectively, of the total revenue reported
by the Company for the three and nine month periods ended September 30, 2003.
The increase was due largely to the April 1, 2002 purchase of working interests
in the SAEC Properties, along with rising prices received for oil and gas sold
in the first three quarters of 2003. Depletion, depreciation and amortization
expense of $69,000 and $208,000 was recorded for the three and nine month
periods ended September 30, 2003, compared to $68,000 and $177,000 for the three
and nine month periods ended September 30, 2002. Operating profits from oil and
gas activities were $39,000 and $197,000 for the three and nine month periods
ended September 30, 2003 compared to operating profits from oil and gas
activities of $34,000 and $49,000 for the three and nine month periods ended
September 30, 2002.
22
CAPITAL REQUIREMENTS
On July 16, 2003, the Company, through its 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. The
drilling of the first well was successful and hydrocarbons were located in
commercial quantity. The Company is now responsible for approximately $13,000 in
additional costs 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.
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 September 30, 2003, our disclosure controls and procedures were effective to
23
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 September 30,
2003, there was no change in our internal control over financial reporting
identified in connection with the evaluation required by paragraph (b) 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 and 3 through 5 are omitted since these items are
inapplicable.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
On September 4, 2003, the Company issued 1,000,000 shares of its common
stock to Bulgheroni SPA in full satisfaction of an outstanding note payable by
the Company to Bulgheroni SPA in the amount of $903,000, along with accrued
interest of $28,000. The market value of the shares at issue date was $.20 per
share. There were no underwriting discounts or commissions related to this sale.
The Company claimed exemption from registration under Section 4(2) of the
Securities Act of 1933, transaction by an issuer not involving any public
offering.
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 September 30, 2003.
24
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.
STRATFORD AMERICAN CORPORATION
Registrant
Date: November 14, 2003 By /s/ Mel L. Shultz
-----------------------------------------
Mel L. Shultz, President and Director
Date: November 14, 2003 By /s/ David H. Eaton
-----------------------------------------
David H. Eaton, Chief Executive Officer
and Chairman of the Board
Date: November 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