SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 1999
[ ] TRANSITION REPORT PURSUANT TO 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) (Zip Code)
Registrant'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 September 30, 1999, 6,371,787 shares of the issuer's common stock were issued
and outstanding.
STRATFORD AMERICAN CORPORATION
INDEX
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Condensed Consolidated Balance Sheet as of September 30, 1999 3
Condensed Consolidated Statements of Operations for the
three and nine months ended September 30, 1999 and 1998 4
Condensed Consolidated Statements of Cash Flows for the
nine months ended September 30, 1999 and 1998 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, 1999
(UNAUDITED)
ASSETS
Cash and cash equivalents $ 2,029,000
Receivables:
Trade, less allowance for doubtful accounts of $2,000 3,000
Mortgages 49,000
------------
52,000
Rental properties, net 494,000
Other assets 80,000
------------
$ 2,655,000
============
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable $ 47,000
Notes payable and other debt 259,000
Accrued liabilities 130,000
------------
Total liabilities 436,000
Minority interest 300,000
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 27,298,000
Retained earnings (deficit) (25,432,000)
Treasury stock, 1,967 shares at cost (11,000)
------------
1,919,000
------------
$ 2,655,000
============
See accompanying notes to condensed consolidated financial statements.
3
STRATFORD AMERICAN CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
For the three months For the nine months
ended September 30, ended September 30,
-------------------------- --------------------------
1999 1998 1999 1998
----------- ----------- ----------- -----------
REVENUES:
Lease income $ 31,000 $ 94,000
Interest and other income 33,000 $ 11,000 83,000 $ 44,000
----------- ----------- ----------- -----------
64,000 11,000 177,000 44,000
EXPENSES:
General and administrative 279,000 15,000 597,000 37,000
Depreciation and amortization 8,000 6,000 23,000 16,000
Interest 5,000 12,000 25,000 33,000
Minority interest (3,000) (1,000)
----------- ----------- ----------- -----------
289,000 33,000 644,000 86,000
----------- ----------- ----------- -----------
LOSS FROM CONTINUING OPERATIONS (225,000) (22,000) (467,000) (42,000)
DISCONTINUED OPERATIONS:
Income (loss) from operations of
Dollar Rent A Car (310,000) (16,000) 749,000
Minority interest 3,000
----------- ----------- ----------- -----------
Income (loss) from discontinued
operations (310,000) (13,000) 749,000
----------- ----------- ----------- -----------
NET INCOME (LOSS) $ (225,000) $ (332,000) $ (480,000) $ 707,000
=========== =========== =========== ===========
Weighted average number of common
shares outstanding 6,371,787 5,871,787 6,217,941 5,871,787
Basic and diluted net income (loss)
per share:
Loss from continuing operations (0.04) (0.00) (0.08) (0.01)
Income (loss) from discontinued
operations (0.05) (0.00) 0.13
----------- ----------- ----------- -----------
Basic and diluted net income (loss)
per share (0.04) (0.05) (0.08) 0.12
=========== =========== =========== ===========
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
-------------------------
1999 1998
----------- ---------
CASH FLOWS FROM CONTINUING OPERATING ACTIVITIES:
Loss from continuing operations $ (467,000) $ (42,000)
Adjustments to reconcile loss from continuing
operations to net cash used for continuing
operating activities:
Depreciation and amortization 23,000 16,000
Minority interest in consolidated subsidiary (1,000)
Changes in assets and liabilities:
Decrease in accounts and mortgages receivable 178,000 26,000
Decrease in other assets 19,000 5,000
Increase (decrease) in accounts payable 13,000 (65,000)
Decrease in accrued liabilities (20,000) (32,000)
----------- ---------
NET CASH USED FOR CONTINUING OPERATING ACTIVITIES (255,000) (92,000)
----------- ---------
CASH FLOWS FROM CONTINUING INVESTING ACTIVITES:
Purchases of property and equipment (42,000) (20,000)
----------- ---------
NET CASH USED FOR CONTINUING INVESTING ACTIVITIES (42,000) (20,000)
----------- ---------
CASH FLOWS FROM CONTINUING FINANCING ACTIVITIES:
Payments on notes payable and other debt (251,000) (25,000)
Proceeds from issuance of common stock 500,000
----------- ---------
NET CASH PROVIDED BY (USED FOR) CONTINUING
FINANCING ACTIVITIES 249,000 (25,000)
NET CASH PROVIDED BY(USED FOR) DISCONTINUED
OPERATIONS (34,000) 135,000
NET DECREASE IN CASH AND CASH EQUIVALENTS (82,000) (2,000)
CASH AND CASH EQUIVALENTS, beginning of period 2,111,000 36,000
----------- ---------
CASH AND CASH EQUIVALENTS, end of period 2,029,000 34,000
=========== =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid during the period $ 25,000 $ 29,000
=========== =========
Taxes paid during the period $ 82,000 $
=========== =========
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, 1999 AND 1998
(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, 1999, and the results of operations and cash
flows for the nine months ended September 30, 1999 and 1998. 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, 1998.
2. The Company has no significant operations. Through one of its subsidiaries,
the Company owns and leases certain real estate.
3. On October 1, 1998 (the "Closing Date"), Stratford American Car Rental
Systems, Inc. ("SCRS"), a subsidiary of the Company, sold the personal
property, equipment, improvements, fixtures, gasoline inventory, goodwill
and general intangibles used in or related to SCRS's business to Dollar
Rent A Car Systems, Inc., an Oklahoma corporation ("Dollar"), pursuant to
the terms of the Acquisition Agreement (the "Acquisition Agreement")
between SCRS and Dollar. Additionally, pursuant to the Acquisition
Agreement, SCRS terminated the Master Lease Agreement by and between SCRS
and Dollar, dated June 1, 1994, under which SCRS leased vehicles for use in
its business, as well as other agreements related to the Master Lease
Agreement.
The Acquisition Agreement provided for the payment by Dollar to SCRS of the
sum of $3,835,000 as the purchase price. The purchase price consisted of
the sum of $3,635,000 paid in cash to SCRS on the Closing Date net of any
obligations, actual or estimated, owed to and by Dollar under the normal
course of operations of SCRS, and a holdback amount of $200,000 related to
any obligations or indemnities of SCRS, under the Acquisition Agreement. In
December 1998, Dollar remitted $100,000 of the holdback amount to SCRS,
subsequent to the transfer of all rental vehicles back to Dollar under the
Master Lease Agreement, pursuant to the Acquisition Agreement. In January
1999, Dollar and SCRS finalized all post -closing obligations between each
party in accordance with the Acquisition Agreement. As provided by the
Post-Closing Statement agreement, an additional $75,000 of the holdback was
remitted to SCRS with the remaining $25,000 related to any obligations, or
indemnities, to be held 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.
6
STRATFORD AMERICAN CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
(unaudited)
On the same day as the Closing Date, 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 for $502,000.
Simultaneously, Dollar entered into a long term lease with SCRS to utilize
the base operations.
The vehicle rental business of SCRS has been accounted for as a
discontinued operation and, accordingly, its net assets, results of
operations and cash flows are segregated for all periods presented in the
consolidated financial statements.
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 and 6,217,941 shares for the three and nine
month periods ended September 30, 1999, respectively, and 5,871,787 shares
for both the three and nine month periods ended September 30, 1998).
Diluted net income (loss) per share is the same as basic net loss per share
for all periods presented 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 quarter of 1999 and the
first, second and third quarters of 1998 were allocated to discontinued
operations in accordance with applicable revenue generated and corporate
resources utilized. Management believes this allocation methodology is
reasonable.
7. Subsequent event - On October 6, 1999, the Company entered into a
settlement agreement regarding disputed terms for payout and subsequent
assignment of a minor working interest in several gas wells in Arkansas.
The Company agreed to remit a settlement payment of $87,500. The allocation
of the settlement payment, as established by the settlement agreement,
includes $37,500 toward assigned working interests in the wells, and
$50,000 toward settlement of a pending lawsuit. The settlement has been
accrued as of September 30, 1999.
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 1999 and for the first nine months of 1999. Continuing
operations during the first nine months of 1999 consisted primarily of rental
property operations as the vehicle rental business was sold in 1998. The Company
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
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 the
base operations.
On March 26, 1999, 500,000 shares of the Company's common stock were issued
to certain private investors, at $1 per share.
The Company anticipates that with its current cash position due to the
related sale of the car rental business and the sale of shares in March 1999, it
should meet its operational cash flow needs for the remainder of 1999. 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 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 - QUARTER ENDED SEPTEMBER 30, 1999, COMPARED WITH QUARTER
ENDED SEPTEMBER 30, 1998.
The Company reported a net loss of $225,000 and $480,000 during the three
and nine month periods ended September 30, 1999, respectively, compared to a net
loss of $332,000 and net income of $707,000 during the nine month periods ended
September 30, 1998, respectively. The nine month period ended September 30, 1999
results include a net loss of $13,000 from discontinued operations and the nine
month period ended September 30, 1998 results include net income of $749,000
8
from discontinued operations. The $13,000 loss from discontinued operations for
the nine month period ended September 30, 1999 consists of adjustments, recorded
in the first quarter of 1999, related to previous estimates of discontinued
operation expenses determined upon final reconcilation of contractual
obligations to and from Dollar upon sale of the Dollar operations on October 1,
1998. Revenues increased from $11,000 and $44,000 during the three and nine
month periods ended September 30, 1998 respectively, to $64,000 and $177,000
during the three and nine month period ended September 30, 1999, respectively,
due primarily to lease income received on property leased to Dollar in 1999.
General and administrative expenses for the first quarter of 1999 and the
first, second and third quarters of 1998 were allocated to discontinued
operations in accordance with proportionate revenue generated and corporate
resources utilized. Management believes this allocation methodology is
reasonable. The increase in general and administrative expense from $15,000 and
$37,000 in the three and nine month periods ended September 30, 1998, to
$279,000 and $597,000 in the three and nine month periods ended September 30,
1999, respectively, is due to the fact that a significant portion of total
general and administrative expense was allocated to discontinued operations
during the reporting periods in 1998 due to discontinued operations being the
primary activity during that time. Total general and administrative expense,
before allocation to discontinued operations, for the three and nine month
periods ended September 30, 1998 was $174,000 and $398,000, respectively.
RENTAL PROPERTY ACTIVITY.
Rental property ownership and lease management is the Company's only
current activity. Gross lease income is currently at $125,000 per year.
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.
YEAR 2000 ISSUES
The Company is in the process of completing a review of its Year 2000
issues and has completed its review of internal systems. The majority of the
Company's application software programs are Year 2000 compliant. The Company
believes that with modifications and updates to existing software (primarily by
the software vendors), the Year 2000 problem will not pose significant
operational problems for the Company's internal systems. The Company also
believes that any remediation costs to become Year 2000 compliant will not be
material. The Company is also continuing to verify the Year 2000 readiness of
third parties and will develop a contingency plan at that point in time when the
Company believes a material vendor, customer, or other third party will not be
compliant.
9
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 the
Company will not be able to complete any acquisitions to re-establish
significant operations; 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, 1999.
10
SIGNATURES
Pursuant to 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 15, 1999 By /s/ Mel L. Shultz
----------------------------------------
Mel L. Shultz, President and Director
Date: November 15, 1999 By /s/ Timothy A. Laos
----------------------------------------
Timothy A. Laos, Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
11
EXHIBITS INDEX
Exhibits 27.1 and 27.2 are the only exhibits 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, with the Securities and
Exchange Commission.
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, 1999 13
27.2 Restated Financial Data Schedule - September 30, 1998 14
12