SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED March 31, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 001-15733
SUTTER HOLDING COMPANY, INC.
(Exact name of registrant as specified in its charter)
Delaware 75-3111137
(State or other Jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or Organization)
150 Post Street, Suite 405
(Address of principal executive offices including zip code)
(415) 788-1441
(Registrant's telephone number including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ].
The number of shares of common stock, $.0001 par value, outstanding as of May
14, 2003 was 247,786.
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements 2
Balance Sheets 2
Statements of Operations 3
Statements of Cash Flows 4
Notes to the Financial Statements 5
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 5
Item 3. Quantitative and Qualitative Disclosures about Market Risk 6
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 7
Signatures 7
Certifications 8
1
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
SUTTER HOLDING COMPANY, INC.
CONSOLIDATED
BALANCE SHEETS
(Unaudited)
As of As of
March 31, December 31,
--------------- ---------------
2003 2002
--------------- ---------------
ASSETS
Current Assets
Cash and cash equivalents $165,533 $625,491
Accounts receivable 47,195 8,528
Note Receivable 100,000 100,000
Prepaid expenses - 5,836
Mortgages held for sale 2,425,651 -
--------------- ---------------
Total Current Assets 2,738,379 739,855
--------------- ---------------
Noncurrent Assets
Investments, at fair value 1,276,927 260,347
Investments, at cost - 964,198
Property and equipment, net 26,341 1,246
Loan origination fees, net 130,156 98,542
Other Assets 13,944 -
--------------- ---------------
Total Noncurrent assets 1,447,369 1,324,333
--------------- ---------------
Goodwill 3,708,567 -
TOTAL ASSETS $7,894,315 $2,064,188
=============== ===============
LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable & accrued expenses $193,018 $30,141
Mortgage warehouse line of credit 2,354,082 -
Interest payable 42,440 28,232
Income taxes payable 3,828 800
--------------- ---------------
Total Current Liabilities 2,593,368 59,173
--------------- ---------------
Long-Term Liabilities
Deferred Income Taxes 52,514 -
Notes payable 3,993,216 1,008,376
--------------- ---------------
Total Long-Term Liabilities 4,045,730 1,008,376
--------------- ---------------
Stockholders' Equity
Preferred Stock - -
Common Stock, $0.0001 par value 25 24
Additional Paid-In Capital 3,306,156 3,266,157
Treasury Stock (333,427) (333,427)
Warrants 103,030 103,030
Unrealized Loss on Investments (62,500) (62,500)
Retained Earnings (2,029,159) (1,976,645)
Net Income 271,092 -
--------------- ---------------
Total Stockholders' Equity 1,255,217 996,639
--------------- ---------------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $7,894,315 $2,064,188
=============== ===============
2
SUTTER HOLDING COMPANY, INC.
CONSOLIDATED
STATEMENTS OF OPERATIONS
(Unaudited)
For the three months ended March 31,
------------------------------------
2003 2002
--------------- ---------------
Revenues:
Mortgage sales $23,635,683 $0
Mortgage commissions 359,208 -
Miscellaneous income 53,332 39
Interest & dividend income 1,142 579
Realized gains/losses 892 -
--------------- ---------------
Total revenues 24,050,256 618
--------------- ---------------
Cost of Goods Sold
Cost of mortgage sales 23,295,270 -
Interest on warehouse line of credit 48,831 -
Miscellaneous loan fees 28,331 -
--------------- ---------------
Total cost of goods sold 23,372,433 -
--------------- ---------------
Gross profit 677,824 618
Expenses:
General & administrative 293,240 120,961
Depreciation & amortization(1) 12,385 -
Interest expense 53,242 -
Loss from discontinued operations - 44,287
Other expenses 47,865 28,362
--------------- ---------------
Total expenses 406,732 193,609
--------------- ---------------
Net income / (loss) $271,092 ($192,991)
=============== =================
Net income / (loss) per share(2) $1.09 ($0.78)
----------------------------------------------------------------------
(1) Included in general and administrative expenses for the first quarter of
fiscal 2002.
(2) Based on 247,786 weighted average shares of common stock outstanding as of
March 31, 2003.
3
SUTTER HOLDING COMPANY, INC.
CONSOLIDATED
STATEMENTS OF CASH FLOWS
(Unaudited)
For the three months ended March 31,
------------------------------------
2003 2002
--------------- ---------------
OPERATING ACTIVITIES
Net income $271,092 ($192,991)
Depreciation & amortization $12,385 -
Adjustments to reconcile net income
to net cash provided by operations:
Accounts receivable (18,859) 34,038
Note Receivable - 35,000
Prepaid expenses 11,997 -
Mortgages held for sale 1,390,849 -
Accounts payable & accrued
expenses 80,612 (207,183)
Mortgage warehouse line of
credit (1,411,276) -
Income taxes payable (6,648) -
Interest payable 14,208 -
--------------- ---------------
Net cash provided (used) by operating
activities $344,360 ($331,136)
INVESTING ACTIVITIES
Capital expenditures - -
Purchases of securities,
subsidiaries & other investments (3,789,158) -
Other (40,000) (3,236)
--------------- ---------------
Net cash (used) provided by investing
activities ($3,829,158) ($3,236)
FINANCING ACTIVITIES
Proceeds from issuance of notes
payable 3,125,000 -
Repayment of notes payable (140,160) -
Purchases of stock for treasury - (35,000)
Issuance of stock 40,000 -
Net cash provided (used) by financing
activities $3,024,840 ($35,000)
--------------- ---------------
Net change in cash for the period (459,958) (369,372)
--------------- ---------------
Cash, beginning of period 625,491 1,234,573
Cash, end of period $165,533 $865,201
=============== ===============
4
SUTTER HOLDING COMPANY, INC.
NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)
1. Significant Accounting Policies
The interim financial statements have been prepared by Sutter Holding Company,
Inc. ("the Company") pursuant to the rules and regulations of the Securities and
Exchange Commission applicable to quarterly reports on Form 10-Q. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations, although management
believes that the disclosures are adequate to make the information presented not
misleading. These financial statements should be read in conjunction with the
audited financial statements and related notes and schedules included in the
Company's 2002 Annual Report filed on Form 10-K and dated December 31, 2002.
The unaudited financial statements reflect adjustments, all of which are of a
normal recurring nature in management's opinion, necessary to present fairly the
financial position of the Company, the results of its operations and its cash
flows for the quarter ended March 31, 2003. Interim results are not necessarily
indicative of results to be expected for a full fiscal year.
2. Forward Looking Statements
This Quarterly Report on Form 10-QSB contains certain forward-looking statements
and information relating to Sutter Holding Company, Inc., formerly known as
Shochet Holdings, Inc. ("we", "us" or the "Company") that are based on the
beliefs of its management as well as assumptions made by and information
currently available to its management. When used in this Quarterly Report, the
words "anticipate," "believe", estimate", expect", "intend", "plan" and similar
expressions, as they relate to the Company or its management, are intended to
identify forward-looking statements. These statements reflect management's
current view about our proposed business operations are subject to certain
risks, uncertainties and assumptions, including among others: (i) a general
economic downturn; (ii) a general lack of interest in engaging in a transaction
with a public registered company, (iii) federal or state securities laws or
regulations that have an adverse effect on trading in "penny stocks" and other
risks and uncertainties. Should any of these risks of uncertainties materialize,
or should underlying assumptions prove incorrect, actual results may vary
materially from those described in this Quarterly Report as anticipated,
estimated or expected.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The quarter ended March 31, 2003 is the first quarter to contain operating
results from our Easton Mortgage Corporation subsidiary which the Company
acquired effective January 1, 2003. Prior to this quarter and as far back as
August 2001, the Company had no operating business and had existed essentially
as a public shell. SEC disclosure rules dictate that we compare comparable
periods for financial reporting and analysis purposes. Below we have attempted
to compare the most recently completed fiscal quarter including Easton's
operations with the same period from the prior year. As you will notice, the
financial performance and operating results of the Company improved dramatically
from the first quarter last year to the first quarter this year. However, a
direct period-to-prior year period comparison is difficult, if not somewhat
meaningless, given that the Company owned a profitable operating business during
the most recent quarter and did not own any operating business during the same
quarter last year. Moreover, the Company changed its fiscal year end from
January 31 to December 31 which can add to the difficulty of trying to compare
period-to-prior year period financial performance and operating results.
The First Quarter ended March 31, 2003 compared to the First Quarter ended March
31, 2002
Revenues
Revenues were $24,050,256 for the quarter ended March 31, 2003 compared to $618
for the quarter ended March 31, 2002, an increase of 3,891,527%. Gross profit or
net revenues (i.e. netting mortgage revenue and mortgage cost of goods) amounted
to $677,824 this quarter compared to the same $618 for the same quarter last
year, an increase of 109,580%. These significant increases were almost
exclusively attributable to the presence of the Easton Mortgage operating
business, which the Company acquired effective January 1, 2003, where no
operating business was owned by the Company at any time during the comparable
quarter last year. Revenues from investments and related activities represented
less than 1% of all revenues for the quarter. For the remainder of fiscal 2003,
the Company anticipates that the majority of its near-term revenues will come
from its mortgage banking business.
5
Cost of Goods Sold
Cost of mortgage sales for the quarter was $23,372,433 compared to zero for the
comparable quarter last year. Again, this significant and positive change was
due to the Company's acquisition of the Easton Mortgage business which the
Company did not own during the comparable quarter last year.
Operating Expenses
Operating expenses were $406,732 for the quarter ended March 31, 2003 compared
to $193,609 for the same quarter last year, an increase of 110%. This increase
represents the addition of typical operating expenses associated with our Easton
Mortgage business to those of the Company's operating expenses as a holding
company. Operating expenses associated with the day-to-day functioning of Sutter
as a holding company were extraordinarily high during last year's quarter due to
certain one-time expenses such as a loss from discontinued operations not
associated with present management, acquisition expenses and expenses related to
the relocation of the Company's headquarters from Florida to California.
Net Income
The Company reported earnings of $271,092 for the quarter ended March 31, 2003
compared to a loss of $192,911 for the same quarter last year. Earnings for the
current period were bolstered by the Company's mortgage business while the loss
incurred during the same quarter last year was exacerbated by the Company's lack
of any operating business at that time.
No additional meaningful comparisons can be made for the quarter ended March 31,
2003 compared to the quarter ended March 31, 2002.
Earnings Per Share
The Company earned $1.09 per basic and diluted share for the quarter ended March
31, 2003 compared to a loss of $0.78 per basic and diluted share for the quarter
ended March 31, 2002.
Weighted Average Common Shares Outstanding
The weighted average number of common shares and common stock equivalents
outstanding used in the computation of basic and diluted earnings (and losses)
per common share was 247,786 for the quarter ended March 31, 2003 compared to
2,145,000 (107,250 split adjusted) for the quarter ended March 31, 2002. The
Company implemented a 1:20 reverse stock split on June 13, 2002.
Liquidity and Capital Resources
As of March 31, 2003, the Company had cash and cash equivalents in the amount of
$165,533.
During the quarter ended March 31, 2003, net cash provided by operating
activities was $344,360 compared to net cash used in operating and discontinued
activities of $331,136 during the quarter ended March 31, 2002. This significant
increase in cash provided by operating activities was due to the positive cash
flow generated by the Company's mortgage business.
During the quarter ended March 31, 2003, net cash used in investing activities
was $3,829,158 compared to net cash used in investing activities of $3,236
during the quarter ended March 31, 2002. The increase in cash used in investing
activities was primarily due to the Company's acquisition of Easton Mortgage
Corporation effective January 1, 2003.
During the quarter ended March 31, 2003 net cash provided by financing
activities was $3,024,840 compared to net cash used by financing activities of
$35,000 for the quarter ended March 31, 2002. Cash provided by financing
activities for the quarter included an increase in notes payable of $2,984,840.
We expect to continue seeking strategic acquisitions where acceptable
consideration consists of a combination of cash, notes and/or common stock, and
believe that we have adequately anticipated any future capital funding needs for
such acquisitions.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
As of March 31, 2003, approximately 83% of the Company's total assets were
invested in the mortgage banking industry. The mortgage banking industry is
highly competitive, and most of our competitors have significantly greater
financial resources and significantly greater infrastructure than we do. The
mortgage banking industry is highly cyclical, and we could experience a material
adverse change in our business if the economy continues to perform poorly. The
mortgage banking industry is also highly sensitive to changes in interest rates,
with a high negative correlation between interest rates and the level of
refinancing business. If interest rates increase significantly, we could
experience a material adverse change in our business.
6
Also as of March 31, 2003, approximately 5% and 6% of the Company's total assets
were invested in the gold mining industry and the natural meat industry,
respectively. Therefore, the Company is currently exposed to risks associated
with the market prices for commodities such as gold, beef, pork, lamb and
certain natural grains comprising livestock feed. The particular risks
associated with the Company's investments in these industries are somewhat
mitigated by the fact that the Company's investments are indirect, and so it has
no direct market exposure to commodity price fluctuations, and, in the case of
the meat industry, by the meat company's own active risk management activities
as part of their normal business operations. At this time, the Company does not
anticipate that its long term future business, or any significant part of its
future assets, will be related to these industries.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits
99.1 Certification by Robert E. Dixon as Chief Executive Officer.
99.2 Certification by William G. Knuff, III as Chief Financial Officer.
b. Reports on Form 8-K
On January 17, 2003, a report on Form 8-K was filed with the SEC disclosing the
acquisition of 100% of the capital stock of Easton Mortgage Corporation. This
report is incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SUTTER HOLDING COMPANY, INC.
Date: May 14, 2003 By: /s/ ROBERT E. DIXON
Robert E. Dixon
Co-Chairman of the Board and
Co-Chief Executive Officer
and President
Date: May 14, 2003 By: /s/ WILLIAM G. KNUFF, III
William G. Knuff, III
Co-Chairman of the Board and
Co-Chief Executive Officer
and Chief Financial Officer
7
CERTIFICATIONS
I, Robert E. Dixon, certify that:
1. I have reviewed this quarterly report on Form 10-Q of SUTTER
HOLDING COMPANY, INC.;
2. Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this quarterly
report;
4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the registrant's auditors
and the audit committee of registrant's board of directors (or persons
performing the equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have
indicated in this quarterly report whether or not there were significant changes
in internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies and
material weaknesses.
Date: May 14, 2003 By: /s/ ROBERT E. DIXON
Robert E. Dixon
Co-Chairman of the Board and
Chief Executive Officer
8
I, William G. Knuff, III, certify that:
1. I have reviewed this quarterly report on Form 10-Q of SUTTER
HOLDING COMPANY, INC.;
2. Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this quarterly
report;
4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the registrant's auditors
and the audit committee of registrant's board of directors (or persons
performing the equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have
indicated in this quarterly report whether or not there were significant changes
in internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies and
material weaknesses.
Date: May 14, 2003 By: /s/ WILLIAM G. KNUFF, III
William G. Knuff, III
Co-Chairman of the Board and
Chief Financial Officer
9