-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LmsjsO7cRzolOhvufXLxvl5WOBDgfTTFiE7t2iXfBUqZVfONsxitE74u+/kexIRy ZgVQkt6lS6jHKmeY7tzPOA== 0000950149-01-500636.txt : 20010507 0000950149-01-500636.hdr.sgml : 20010507 ACCESSION NUMBER: 0000950149-01-500636 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010331 FILED AS OF DATE: 20010504 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PROGRESSIVE ASSET MANAGEMENT INC CENTRAL INDEX KEY: 0000862801 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 943048535 STATE OF INCORPORATION: CA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 000-29731 FILM NUMBER: 1622494 BUSINESS ADDRESS: STREET 1: 1814 FRANKLIN STREET STREET 2: SUITE 700 CITY: OAKLAND STATE: CA ZIP: 94612 BUSINESS PHONE: 5108343722 MAIL ADDRESS: STREET 1: 1814 FRANKLIN STREET STREET 2: SUITE 700 CITY: OAKLAND STATE: CA ZIP: 94612 10QSB 1 f72158e10qsb.txt FORM 10QSB 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2001 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from _______ to __________ Commission file number _________________________ PROGRESSIVE ASSET MANAGEMENT, INC. (Exact name of small business issuer as specified in its charter) CALIFORNIA 90-804853 (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 1010 Oak Grove Road, Concord, CA 94518 ------------------------------------------- (Address of principal executive offices) 800-786-2998 ---------------- (Issuer's telephone number) ---------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS Check whether the registrant filed all documents and reports required to be filed by Section l2, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ] APPLICABLE ONLY TO CORPORATE ISSUERS State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 1,520,604shares of Common Stock as of March 1, 2001. Transitional Small Business Disclosure Format (Check one): Yes [X] No [ ] 2 PART I-FINANCIAL INFORMATION Item 1. Financial Statements. PROGRESSIVE ASSET MANAGEMENT, INC. Condensed Consolidated Statement of Financial Condition
March 30, March 30, 2001 2000 --------------------------- ------------------------ Assets Current assets Cash and cash equivalents $ 505,862 $468,065 Commissions and other receivables 69,904 57,617 Other current assets 46,558 23,140 --------------------------- ------------------------ Total current assets 622,324 548,822 Property and equipment, net 12,869 13,106 Other assets 40,273 34,380 --------------------------- ------------------------ Total assets $ 675,466 $596,308 =========================== ======================== Liabilities and Stockholders' Equity Current liabilities Accounts payable and accrued liabilities $14,531 $51,698 --------------------------- ------------------------ Total current liabilities 14,531 51,698 Other liabilities 78,074 119,000 Preferred stock, Series A 8,184 58,366 Stockholders' equity Preferred stock, Series B 25,000 25,000 Common stock, no par value 1,443,126 1,479,250 Retained earnings (accumulated deficit) (893,449) (1,137,006) --------------------------- ------------------------ Total stockholders' equity 574,677 367,244 --------------------------- ------------------------ Total liabilities and stockholders' equity $ 675,466 $596,308 =========================== ========================
2 3 PROGRESSIVE ASSET MANAGEMENT, INC. Condensed Consolidated Statement of Operations
Three months ended Three months ended March 30, March 30, 2001 2000 --------------------------- ------------------------- Total revenues $ 128,938 $ 162,139 Costs and expenses Employee compensation and benefits 43,555 101,854 Other costs and expenses 44,402 13,928 --------------------------- ------------------------- Total costs and expenses 87,957 115,782 --------------------------- ------------------------- Income before income taxes 40,981 46,357 Taxes on income 0 0 --------------------------- ------------------------- Net income (loss) $ 40,981 $ 46,357 =========================== ========================= Net income (loss) per share Basic $ 0.03 $ 0.03 =========================== ========================= Fully diluted $ 0.02 $ 0.02 =========================== ========================= Shares used to compute per share amounts Basic 1,537,667 1,583,557 =========================== ========================= Fully diluted 2,711,986 2,757,876 =========================== =========================
3 4 PROGRESSIVE ASSET MANAGEMENT, INC. Condensed Consolidated Statement of Cash Flows
Three months ended Three months ended March 30, March 30, 2001 2000 -------------------------- -------------------------- Cash flows from operating activities Net income (loss) $40,981 $46,357 Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities (26,378) 2,915 ------------------------- -------------------------- Net cash provided (used) by operating 14,603 49,272 activities Net cash provided (used) by investing activities 0 0 Net cash provided (used) by financing activities (37,424) 0 ------------------------- -------------------------- Net change in cash and cash equivalents (22,821) 49,272 Cash and cash equivalents, Beginning of period 528,683 418,793 ------------------------- -------------------------- End of period $505,862 $468,065 ========================= ==========================
Item 2. Management's Discussion and Analysis or Plan of Operation. Results of Second Quarter. The results of PAM's Second Quarter is described in the "REPORT TO SHAREHOLDERS" dated May 4, 2001. A copy is included as Exhibit 19 to this Form 10-QSB and is incorporated by reference as part of this Item 2. Forward-Looking Statements. Any statements contained in this Quarterly Report that relate to future plans, events, or performance are forward-looking statements that involve risks and uncertainties. These include: but are not limited to, changes in general economic conditions, particularly the recent down-turn in the economy, intense competition for customers, pressures on brokerage, other fees charged, most notably the competition among firms offering brokerage services on-line, the mood of the investing public and the changes in political attitude toward socially responsible investments. PAM cautions that the foregoing list of important factors is not exclusive. Developments in any of these areas could cause PAM's results to differ materially from results that have been or may be projected by or on behalf of PAM. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this statement. PAM does not undertake to update any forward-looking statements that may be made from time to time by or on behalf of PAM. 4 5 PART II-OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits required by Item 601 of Regulation S-B. Exhibit 2 (a) Restated Articles of Incorporation(1) (b) Bylaws(1) Exhibit 6 (a) Stock Option Plan(1) (b) Standstill Agreement between PAM and Paradox Holdings(1) (c) Agreement between PAM and Sustainable Systems, Inc.(2) Exhibit 12 (a) Purchase Agreement Among Paradox Holdings, PAM and FWG(1) Exhibit 19 Report to Shareholders, dated May 4, 2001 Footnotes: (1) Incorporated by reference to the Company's Registration Statement on Form 10-SB, Amendment 2, filed August 9, 2000. (2) Incorporated by reference to the Company's Form 10-KSB, filed on September 28, 2000. (b) Reports on Form 8-K. No Forms 8-K were filed during the quarter for which this report is filed, listing the items reported, any financial statements filed and the dates of such reports. 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. PROGRESSIVE ASSET MANAGEMENT, INC. Date: May 4, 2001 By: /s/ Eric Leenson ------------------------------------ Eric Leenson, President and Chief Executive Officer Date: May 4, 2001 By: /s/ Catherine Cartier ------------------------------------ Catherine Cartier, Secretary 5 EX-19.1 2 f72158ex19-1.txt EXHIBIT 19.1 1 EXHIBIT 19 REPORT TO SHAREHOLDERS I. FINANCIAL RESULTS FOR THE QUARTER ENDING MARCH 31, 2001; DISCUSSION OF PROJECTIONS. During the quarter ending March 31, 2001, Progressive Asset Management, Inc. (PAM) continued to achieve positive financial results. PAM produced total revenues of $128,938, while incurring expenses of $87,957, thereby generating a net profit of $40,981 for the quarter. Earnings for the period were $0.03 per share, fully diluted $0.02 per share. Such earnings reflect a decline from the earnings achieved during the same quarter of the previous fiscal year. Total net earnings for the first nine months of fiscal 2001 reached $154,229. The extreme volatility exhibited by the stock markets had a negative impact on PAM's revenue. A significant portion of PAM's income is derived from asset - based fees charged on portfolio values. As the size of these assets have declined because of the overall drop in the financial markets, PAM's fee revenue is also correspondingly lowered. In addition, during highly uncertain periods, such as the one we are experiencing, investors tend to be less transaction oriented in general, thereby further lowering commission revenues. These trends have just begun to be reflected in the decline of profits discussed above. As we have discussed in past reports, under the strategic alliance with Financial West Group (FWG), FWG executes securities transactions and receives the commissions for those transactions generated by registered representatives who are members of the PAM Network. Then FWG distributes the preponderance of the commissions to the registered representatives, retaining a portion, which is shared with PAM. II. BOTTOMLINE 2001 CONFERENCE. Over 175 people participated in the inauguration of a new educational conference, co hosted by PAM and E-Education Advisors, entitled "Bottomline 2001: The Future of Fiduciary Responsibility." The conference, held in San Francisco from April 18 - 20, 2001, was a major success in bringing together institutional investors from public pensions funds, trade unions, faith based organizations, and foundations. Representatives attended from California, Colorado, Hawaii, Michigan, Oregon, New Hampshire, New Mexico, New York, and Vermont. III. PROGRESSIVETRADE SECURITIES, INC. Although market conditions were not particularly favorable for starting up an on-line socially-responsible investment brokerage firm, ProgressiveTrade Securities, Inc. (PTS) continued to make steady progress during the quarter. PTS is a joint venture of PAM and Sustainable Systems, Inc. Sustainable Systems is the founder and manager of the Communication Technology Cluster (CTC), a successful incubator for high tech communications start-ups located in Oakland, California. Thus far, PTS has incorporated, finished its business plan, established offices in the CTC, and nearly completed its application for licensing as a broker-dealer from the National Association of Securities Dealers. In addition, PTS has undertaken discussions with potential investors who have indicated interest, initiated contact with appropriate strategic allies, and begun the process of building its on-line 6 2 socially responsible investment system. PAM owns 70% of the initial stock of PTS and Sustainable Systems owns 30%. PAM's maximum financial commitment to this endeavor is $100,000, and PAM's expenditures to date have been modest. IV. SHAREHOLDER MATTERS. At the annual PAM shareholders meeting held in corporate offices in Concord, California on February 22, 2001, the following individuals were reelected as directors. Peter Camejo, Catherine Cartier, Nina Lau Branson, Eric Leenson, Ed Price, Kalman Stein, Gene Valentine, and Michael Wyman. At the first Board Meeting held March 21, 2001 Catherine Cartier was reelected Corporate Secretary. Eric Leenson was chosen to lead PAM for the next year as President and CEO, while Peter Camejo will remain as Board Chair. The vote was unanimous, as was adoption of a resolution commending Peter for his generous service as CEO over the past 14 years. Management changes will not modify PAM's current business plan, but will seek to streamline its implementation. During the quarter PAM repurchased a small number of its common shares, representing a total of less than 2% of the outstanding amount. V. OTC BULLETIN BOARD. PAM common shares were re listed on the OTC Bulletin Board under the symbol PAMI. Currently there are four firms making a market in PAM's shares. You can find price quotes on the OTC Bulletin Board website www.otcbb.com using the symbol PAMI. VI. LOOKING TO THE FUTURE. On the whole we believe the results of the period were favorable as PAM achieved its 7th consecutive quarter of profitability. In addition, the group of new brokers described in the last report has been successfully integrated into the PAM Network. Also, we have been contacted by other financial professionals interested in joining us. Of course, it is difficult to predict the outcome of these discussions, and there can be no assurance the Network will continue to expand. A declining stock market described earlier may impede our ability to recruit. The success of the Bottomline 2001 Conference was especially gratifying in demonstrating clearly a growing interest in socially responsible investing among institutional investors. We now face the challenge of developing services and products in conjunction with Financial West Group to meet these investor needs. Thank you for your continuing support of our efforts to increase shareholder value while offering our clients the opportunity to invest for financial return and social progress. Forward-Looking Statements. Any statements contained in this Report that relate to future plans, events, or performance are forward-looking statements that involve risks and uncertainties. These include: but are not limited to, changes in general economic conditions, particularly the recent down-turn in the economy, intense competition for customers, pressures on brokerage, other fees charged, most notably the competition among firms offering brokerage services on-line, the mood of the investing public and the changes in political attitude toward 7 3 socially responsible investments. PAM cautions that the foregoing list of important factors is not exclusive. Developments in any of these areas could cause PAM's results to differ materially from results that have been or may be projected by or on behalf of PAM. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this statement. PAM does not undertake to update any forward-looking statements that may be made from time to time by or on behalf of PAM. /s/ Peter Camejo /s/ Eric Leenson - ---------------- ----------------- Peter Camejo Eric Leenson Board Chair President, CEO May 4, 2001 8 -----END PRIVACY-ENHANCED MESSAGE-----