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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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, 2000
[ ] 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.)
Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 [ ]
At October 31, 2000, 6,371,787 shares of the issuer's common stock were issued
and outstanding.
Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
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STRATFORD AMERICAN CORPORATION
INDEX
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Condensed Consolidated Balance Sheet as of September 30, 2000 3
Condensed Consolidated Statements of Operations for the three
and nine months ended September 30, 2000 and 1999 4
Condensed Consolidated Statements of Cash Flows for the nine
months ended September 30, 2000 and 1999 5
Notes to Condensed Consolidated Financial Statements 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 8
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 10
Signatures 11
2
STRATFORD AMERICAN CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 2000
(UNAUDITED)
ASSETS
Cash and cash equivalents $ 1,363,000
Receivables:
Note Receivable 775,000
Mortgage 44,000
Other 6,000
------------
825,000
Oil and gas interests, net 30,000
Other assets 38,000
------------
$ 2,256,000
============
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable $ 27,000
Notes payable and other debt 52,000
Accrued liabilities 37,000
------------
Total liabilities 116,000
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
6,371,787 shares 64,000
Additional paid-in capital 27,313,000
Retained earnings (deficit) (25,226,000)
Treasury stock, 1,967 shares at cost (11,000)
------------
2,140,000
------------
$ 2,256,000
============
See accompanying notes to condensed consolidated financial statements.
3
STRATFORD AMERICAN CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
For the three months ended For the nine months ended
September 30 September 30
---------------------- ----------------------
2000 1999 2000 1999
--------- --------- --------- ---------
REVENUES:
Interest and other income $ 41,000 $ 64,000 $ 111,000 $ 177,000
--------- --------- --------- ---------
EXPENSES:
General and administrative 115,000 279,000 469,000 597,000
Depreciation and depletion 5,000 8,000 16,000 23,000
Interest 1,000 5,000 5,000 25,000
Minority interest (3,000) (1,000)
--------- --------- --------- ---------
121,000 289,000 490,000 644,000
--------- --------- --------- ---------
LOSS FROM CONTINUING OPERATIONS (80,000) (225,000) (379,000) (467,000)
DISCONTINUED OPERATIONS:
Loss from operations of Dollar Rent A Car (16,000)
Minority interest 3,000
--------- --------- --------- ---------
Loss from discontinued operations (13,000)
NET LOSS (80,000) (225,000) (379,000) (480,000)
========= ========= ========= =========
Basic and diluted net loss per share:
Loss from continuing operations (0.01) (0.04) (0.06) (0.08)
Loss from discontinued
operations (0.00)
--------- --------- --------- ---------
Basic and diluted net loss per share (0.01) (0.04) (0.06) (0.08)
========= ========= ========= =========
See accompanying notes to condensed consolidated financial statements.
4
STRATFORD AMERICAN CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
For the nine months ended
September 30
--------------------------
2000 1999
----------- -----------
CASH FLOWS FROM CONTINUING OPERATING ACTIVITIES:
Loss from continuing operations $ (379,000) $ (467,000)
Adjustments to reconcile loss from continuing operations to net
cash used for continuing operating activities:
Depreciation and depletion 16,000 23,000
Minority interest in consolidated subsidiary (1,000)
Changes in assets and liabilities:
Decrease (increase) in accounts, notes, and mortgages receivable (685,000) 178,000
Decrease in other assets 26,000 19,000
Increase (decrease) in accounts payable (21,000) 13,000
Decrease in accrued liabilities (5,000) (20,000)
----------- -----------
NET CASH USED FOR CONTINUING OPERATING ACTIVITIES (1,048,000) (255,000)
----------- -----------
CASH FLOWS FROM CONTINUING INVESTING ACTIVITIES:
Redemption of minority interest (459,000)
Purchases of property and equipment (11,000) (42,000)
----------- -----------
NET CASH USED FOR CONTINUING INVESTING ACTIVITIES (470,000) (42,000)
----------- -----------
CASH FLOWS FROM CONTINUING FINANCING ACTIVITIES:
Payments on notes payable and other debt (9,000) (251,000)
Proceeds from issuance of common stock 500,000
----------- -----------
NET CASH PROVIDED BY (USED FOR) CONTINUING
FINANCING ACTIVITIES (9,000) 249,000
NET CASH USED FOR DISCONTINUED OPERATIONS (34,000)
----------- -----------
NET DECREASE IN CASH AND CASH EQUIVALENTS (1,527,000) (82,000)
CASH AND CASH EQUIVALENTS, beginning of period 2,890,000 2,111,000
----------- -----------
CASH AND CASH EQUIVALENTS, end of period 1,363,000 2,029,000
=========== ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid during the period $ 5,000 $ 25,000
=========== ===========
Taxes paid during the period $ 2,000 $ 82,000
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See accompanying notes to condensed consolidated financial statements.
5
STRATFORD AMERICAN CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
(unaudited)
1. In the opinion of the Company, the accompanying unaudited condensed
consolidated financial statements contain all adjustments, consisting only
of normal recurring adjustments, necessary to present fairly the financial
position as of September 30, 2000, the results of operations for the three
and nine months ended September 30, 2000 and 1999 and cash flows for the
nine months ended September 30, 2000 and 1999.. The accompanying condensed
consolidated financial statements and notes do not include all disclosures
considered necessary for a fair presentation in conformity with generally
accepted accounting principles. 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, 1999.
2. On October 27, 2000, the Company entered into an agreement with two
additional parties to acquire real property in Scottsdale, Arizona for
office development. The acquisition price of the real property,
approximately 10 acres, was $3,600,000. Under terms of the Agreement, the
Company will receive a priority payout of its investment and then share in
17.5 percent of the profits from the total project. The Company has no
other significant operations.
3. On October 1, 1998 (the "Closing Date"), Stratford American Car Rental
Systems, Inc. ("SCRS"), a subsidiary of the Company, sold its Phoenix
Dollar Rent A Car franchise to Dollar Rent A Car Systems, Inc., an Oklahoma
corporation ("Dollar"). In January 1999, Dollar and SCRS finalized all post
closing obligations between each party. In September 1999, SCRS and Dollar
reached an agreement whereby Dollar will retain a remaining $25,000
holdback as settlement for a $63,000 invoice from Dollar inadvertently
excluded from the final post close settlement in January 1999, as well as
any and all other claims.
On the Closing Date, SCRS exercised an option to purchase the property
which includes the Phoenix Dollar Rent A Car base operation facilities.
Simultaneously, Dollar entered into a long term lease with SCRS to utilize
the base operations. On December 29, 1999, the Company sold the leased
property at a price of $1,440,000.
The vehicle rental business of SCRS has been accounted for as a
discontinued operation in 1999 and, accordingly, its results of operations
and cash flows are segregated in the consolidated financial statements.
On February 14, 2000, the Company paid all minority interest holders of
SCRS 100% of their proportionate share of the outstanding minority interest
liability as of December 31, 1999, in exchange for 100% redemption of their
stock held in SCRS.
6
STRATFORD AMERICAN CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
(unaudited)
4. The Company calculates basic and diluted net income (loss) per share in
accordance with the provisions of Statement of Financial Accounting
Standards No. 128 "Earnings Per Share." Basic net income (loss) per share
is computed using the weighted average number of common shares outstanding
during each period (6,371,787 shares for both the three and nine month
periods ended September 30, 2000 and 6,371,787 and 6,217,943 shares for the
three and nine month periods ended September 30, 1999, respectively).
Diluted net loss per share is the same as basic net loss per share for the
three and nine month periods ended September 30, 2000 and 1999 due to the
antidilutive effect of common stock equivalents on loss from continuing
operations.
5. On March 26, 1999, 500,000 shares of the Company's common stock were issued
to certain private investors, at $1 per share.
6. General and administrative expenses for the first three months of 1999 were
allocated to discontinued operations in accordance with applicable revenue
generated and corporate resources utilized. Management believes this
allocation methodology is reasonable.
7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
GENERAL
The Company incurred a consolidated loss from continuing operations for the
third quarter of 2000. Other than the real property acquisition made on October
27, 2000 as discussed below and in Note 2 of the unaudited condensed
consolidated financial statements as of September 30, 2000 and for the three and
nine months ended September 30, 2000 and 1999, the Company presently has no
significant operations, and expects such losses to continue unless and until the
Company is able to make profitable acquisitions. There can be no assurance that
the Company will be able to make such acquisitions.
LIQUIDITY AND CAPITAL RESOURCES
On October 27, 2000, the Company, through its membership in a newly formed
limited liability company with two additional members, entered into an operating
agreement to acquire real property in Scottsdale, Arizona for office
development. The acquisition price of the real property, approximately 10 acres,
is $3,600,000 purchased by the limited liability company Triway Land Investors,
LLC "Triway." On September 29, 2000, the Company advanced $775,000 through a
promissory note to one of the participating parties in order to assist in
securing the acquisition of the real property. On October 27, 2000, the entire
promissory note, plus accrued interest, was paid in full. Additionally, the
Company made a $500,000 equity investment in Triway. Under the terms of the
operating agreement mentioned above, the Company may be required to contribute
up to an additional $212,500 at a future date to be specified by a majority
interest member of Triway. The Company is to receive a priority payout of its
investment and then share in 17.5 percent of the profits from the total project.
Colonial Raintree, LLC, one of the members of Triway, is managing Triway.
As previously reported, Stratford American Car Rental Systems, Inc.
("SCRS"), a subsidiary of the Company, sold its rental car business to Dollar
Rent A Car Systems, Inc. ("Dollar") on October 1, 1998. In January 1999, Dollar
and SCRS finalized all post-closing obligations between each party. As provided
by the Post-Closing Statement agreement, $75,000 from a holdback fund was
remitted to SCRS with a remaining $25,000 related to any obligations, or
indemnities, to be held by Dollar until October 1, 1999. In September 1999, SCRS
and Dollar reached an agreement whereby Dollar will retain the remaining $25,000
holdback as settlement for a $63,000 invoice from Dollar inadvertently excluded
from the final post-close settlement in January 1999, as well as any and all
other claims.
On the same day that SCRS sold the rental car business, SCRS exercised an
option to purchase the property which includes the Phoenix Dollar Rent A Car
base operation facilities located near Sky Harbor International Airport.
Simultaneously, Dollar entered into a long-term lease with SCRS to utilize such
base operation facilities. On December 29, 1999, the Company sold the real
estate property for a price of $1,440,000, recognizing a gain on sale of real
estate totaling $826,000.
On February 14, 2000, the Company paid all minority interest holders of
SCRS 100% of their proportionate share of the outstanding minority interest
liability, totaling $459,000 as of December 31, 1999, in exchange for 100%
redemption of their stock held in SCRS.
On March 26, 1999, 500,000 shares of the Company's common stock were issued
to certain private investors, at $1 per share.
8
The Company anticipates that with its current cash position due to the sale
of the car rental business in 1998, the related sale of real estate property in
December 1999, the sale of shares in March 1999, and its recent investment in
the real estate project described above, it should meet its operational cash
flow needs for the next twelve months. 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
operations will be achieved.
The Company continues to aggressively seek additional potential
acquisitions in establishing its future direction. There can be no assurance
that it will be able to locate suitable acquisition candidates or make any such
acquisitions, or that any acquisitions that are made will be profitable for the
Company.
RESULTS OF OPERATIONS - THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2000,
COMPARED WITH THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 1999.
The Company reported a net loss of $80,000 and $379,000 during the three
and nine month periods ended September 30, 2000, respectively, compared to a net
loss of $225,000 and $480,000 during the three and nine month periods ended
September 30, 1999, respectively. The nine month period results ended September
30, 1999 include a net loss of $13,000 from discontinued operations, which
primarily consists of adjustments to previous estimates of discontinued
operation expenses determined upon final reconciliation of contractual
obligations to and from Dollar upon sale of the Dollar operations in October 1,
1998. Interest and other income decreased from $64,000 and $177,000 during the
three and nine month periods ended September 30, 1999, respectively, to $41,000
and $111,000 during the three and nine month periods ended September 30, 2000,
respectively, primarily due to rental income received on property leased to
Dollar in 1999 as compared to no rental income received in 2000 following the
sale of the Phoenix Dollar Rent A Car facilities property in December 1999.
Interest expense decreased from $5,000 and $25,000 during the three and nine
month periods ended September 30, 1999, respectively, to $1,000 and $5,000
during the three and nine month periods ended September 30, 2000, respectively,
due to the significant reduction in debt from the sale of the Phoenix Dollar
Rent A Car facilities property in December 1999.
General and administrative expenses for the first three months of 1999 were
allocated to discontinued operations in accordance with proportionate revenue
generated and corporate resources utilized during that period of time.
Management believes this methodology is reasonable. There was no such allocation
in 2000. Total preallocated general and administrative expense for the first
nine months of 1999 is $633,000, which includes $35,000 of general and
administrative expense allocated to discontinued operations in the first quarter
of 1999.
REAL ESTATE ACTIVITIES
The Company sold its real estate property leased to Dollar in December
1999. The Company entered into an agreement and made a substantial investment in
real property for office development in Scottsdale, Arizona in October 2000, as
discussed above. Plans are being formulated for the development of office
condominium buildings totaling 100,000 sq. ft. The buildings would be offered
for sale in mid 2001.
OTHER ACTIVITIES
The Company owns a nominal interest in several oil and gas wells in
Arkansas and Oklahoma that generate insignificant revenues. The Company has no
other interest in any oil and gas properties.
9
CAPITAL REQUIREMENTS
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 factors that may cause the actual results
to be materially different from the forward-looking statements. Such factors
include, among others, the following: the fact that the Company, following the
sale of assets to Dollar, has no significant operations; the risk that
subsequent to the Company's recent real estate investment in October 2000, it
and its partners may not be able to complete the development as scheduled, the
risk that it and its partners may not be able to sell the development on
favorable terms when built, and other risks associated with the development and
sale of commercial real estate; the risk that the Company will not be able to
complete any profitable acquisitions to re-establish significant operations; the
risk that the Company will continue to recognize losses from continuing
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; 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.
PART II. OTHER INFORMATION
Responses to Items 1 through 5 are omitted since these items are either
inapplicable or the response thereto would be negative.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
See index beginning on page 12
(b) Reports on Form 8-K
There were no reports on Form 8-K filed for the three months ended
September 30, 2000.
10
SIGNATURES
In accordance with the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
STRATFORD AMERICAN CORPORATION
Registrant
Date: November 14, 2000 By /s/ Mel L. Shultz
------------------------------------------
Mel L. Shultz, President and Director
Date: November 14, 2000 By /s/ Timothy A. Laos
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Timothy A. Laos, Chief Financial Officer
(Principal Financial Officer and Principal
Accounting Officer)
11
EXHIBITS INDEX
Exhibit 27.1 is the only exhibit originally filed with this report. The Company
hereby incorporates all other exhibits by reference pursuant to Rule 12b-32,
each of which (except Exhibit 3.3) 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 3.3 was filed with the Company's
Registration Statement on Form S-1 on June 12, 1989.
Number Description Page
- ------ ----------- ----
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
27.1 Financial Data Schedule - September 30, 2000 13
12