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 June 30, 2004
( ) 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 [ ]
11,078,105 shares of the issuer's common stock, par value $.01 per share, were
issued and outstanding at the close of business on July 31, 2004.
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 June 30, 2004 (unaudited) 3
Consolidated Statements of Operations for the three and six
months ended June 30, 2004 and 2003 (unaudited) 4
Consolidated Statements of Cash Flows for the three and six
months ended June 30, 2004 and 2003 (unaudited) 5
Notes to Consolidated Financial Statements (unaudited) 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 13
ITEM 3. CONTROLS AND PROCEDURES 18
PART II. OTHER INFORMATION 18
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 18
Signatures 19
2
PART 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
STRATFORD AMERICAN CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
JUNE 30, 2004
(unaudited)
ASSETS
Cash and cash equivalents $ 657,000
Receivables:
Oil and gas 98,000
Related party 14,000
Oil and gas interests, net 1,195,000
Real estate interests, net 24,300,000
Loan fees, net 297,000
Deferred rent 573,000
Other assets 119,000
------------
$ 27,253,000
============
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable 43,000
Accrued liabilities 106,000
Notes payable 23,599,000
------------
Total liabilities 23,748,000
Minority interest in consolidated subsidiary 296,000
Shareholders' equity:
Non-redeemable 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 (25,402,000)
Treasury stock, 1,967 shares at cost (11,000)
------------
3,209,000
------------
$ 27,253,000
============
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 SIX MONTHS ENDED
JUNE 30, JUNE 30,
---------------------------- ----------------------------
2004 2003 2004 2003
------------ ------------ ------------ ------------
REVENUES:
Oil & gas revenue $ 244,000 $ 213,000 $ 427,000 $ 417,000
Property rental income 616,000 524,000 1,232,000 1,048,000
Interest and other income 1,000 2,000 3,000 3,000
------------ ------------ ------------ ------------
861,000 739,000 1,662,000 1,468,000
EXPENSES:
General and administrative 156,000 147,000 297,000 280,000
Depreciation, depletion and amortization 209,000 205,000 416,000 412,000
Oil & gas operations 44,000 46,000 108,000 94,000
Property rental operations 2,000 2,000 2,000 2,000
Interest 376,000 394,000 754,000 797,000
------------ ------------ ------------ ------------
787,000 794,000 1,577,000 1,585,000
------------ ------------ ------------ ------------
Net income (loss) before minority interest
and income taxes 74,000 (55,000) 85,000 (117,000)
Minority interest share of net (income) loss (19,000) 0 (38,000) 4,000
------------ ------------ ------------ ------------
Net income (loss) before income taxes 55,000 (55,000) 47,000 (113,000)
Income tax expense 0 8,000 1,000 9,000
------------ ------------ ------------ ------------
Net income (loss) $ 55,000 $ (63,000) $ 46,000 $ (122,000)
============ ============ ============ ============
Basic and diluted net income (loss) per
share $ 0.00 $ (0.01) $ 0.00 $ (0.01)
============ ============ ============ ============
Shares used to compute income (loss) per
share 11,078,105 10,078,105 11,078,105 10,078,105
============ ============ ============ ============
See accompanying notes to consolidated financial statements.
4
STRATFORD AMERICAN CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
FOR THE SIX MONTHS ENDED
JUNE 30,
------------------------
2004 2003
---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 46,000 $ (122,000)
Adjustments to reconcile net income (loss)
to net cash provided by operating activities:
Minority interest income (loss) 38,000 (4,000)
Depreciation, depletion and amortization 416,000 412,000
Amortization of deferred loan fees 13,000 14,000
Changes in assets and liabilities:
Decrease in accounts and mortgage receivable 0 246,000
Increase in deferred rent (184,000) 0
Decrease in other assets 56,000 6,000
Decrease in accounts payable (16,000) (40,000)
Increase (decrease) in accrued liabilities (116,000) 18,000
---------- ----------
NET CASH PROVIDED BY OPERATING ACTIVITIES 253,000 530,000
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in LLC 0 (6,000)
Purchase of oil and gas interests (100,000) 0
Purchases of property and equipment 0 (17,000)
---------- ----------
NET CASH USED IN INVESTING ACTIVITIES (100,000) (23,000)
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on notes payable (201,000) (460,000)
---------- ----------
NET CASH USED IN FINANCING ACTIVITIES (201,000) (460,000)
---------- ----------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS (48,000) 47,000
CASH AND CASH EQUIVALENTS, beginning of period 705,000 155,000
---------- ----------
CASH AND CASH EQUIVALENTS, end of period $ 657,000 $ 202,000
========== ==========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid during the period $ 692,000 $ 793,000
========== ==========
Taxes paid during the period $ 5,000 $ 9,000
========== ==========
See accompanying notes to consolidated financial statements.
5
STRATFORD AMERICAN CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of Stratford
American Corporation and subsidiaries (the "Company") have been prepared in
accordance with accounting principles generally accepted in the United States of
America for interim financial information and pursuant to the rules and
regulations of the Securities and Exchange Commission. Accordingly, they do not
contain all of the information and footnotes required by accounting principles
generally accepted in the United States of America for complete financial
statements. In the opinion of management, all adjustments consisting of a normal
and recurring nature considered necessary for a fair presentation have been
included. Operating results for the six months ended June 30, 2004 may not
necessarily be indicative of the results that may be expected for the year ended
December 31, 2004.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the consolidated financial
statements and accompanying notes. Actual results could differ from those
estimates. These interim financial statements should be read in conjunction with
the consolidated financial statements and accompanying notes included in the
Company's Annual Report on Form 10-KSB for the year ended December 31, 2003 as
filed with the Securities and Exchange Commission.
NOTE 2 - NET INCOME (LOSS) PER COMMON SHARE
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 (11,078,105 shares for the three and six month periods ended June 30,
2004 and 10,078,105 for the three and six month periods ended June 30, 2003).
Diluted net income (loss) per share is the same as basic net income (loss) per
share for the three and six month periods ended June 30, 2004 and 2003.
Available stock options of 480,000 for each of the three and six month periods
ended June 30, 2004 and 2003, were antidilutive and not considered common stock
equivalents for the purpose of computing net income (loss) per common share.
NOTE 3 - 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.
6
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 SIX MONTHS ENDED
JUNE 30, JUNE 30,
-------------------------- ------------------------
2004 2003 2004 2003
---------- ---------- ---------- ----------
Net income (loss):
As reported $ 55,000 $ (63,000) $ 46,000 $ (122,000)
========== ========== ========== ==========
Pro forma $ 55,000 $ (63,000) $ 46,000 $ (122,000)
========== ========== ========== ==========
Diluted income (loss per share):
As reported $ 0.00 $ (0.01) $ 0.00 $ (0.01)
========== ========== ========== ==========
Pro forma $ 0.00 $ (0.01) $ 0.00 $ (0.01)
========== ========== ========== ==========
NOTE 4 - 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 Property, upon purchase, was immediately conveyed to Scottsdale
Thompson Peak, LLC, a newly formed Arizona limited liability company ("STP").
Further, STP is a consolidated subsidiary of the Company. 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 $20,000,000 loan is
financed with a 5.9% interest rate, twenty-two 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, from a major shareholder, 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
(valued at $0.20 per share) 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 the $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. This
$240,000 is recorded as a loan fee and is being amortized monthly, pro-rata over
the life of the loans. At June 30, 2004, the net book value of the above loan
fee was $204,000. An additional loan fee of $100,000, paid at closing to a
mortgage broker, is being amortized monthly over the life of the $20,000,000
loan. At June 30, 2004, the net book value of this loan fee was $93,000.
Remaining closing costs of $156,000 were capitalized with the purchase price of
the building.
The building is leased 100% by a single tenant and used as their corporate
office. The tenant is engaged in selling and installing new tires for autos and
trucks. Under the terms of the lease agreement, STP is to receive annual basic
7
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, the annual
rents are escalated by 10% of the prior years rent. The Company is reporting
results from this lease as an operating lease. As such, total revenue
anticipated for the life of the lease is recognized in equal annual
installments. Differences between cash received and revenue recognized are
recorded as deferred rent. The lease is a bondable, fully triple net twenty-two
year lease. The lease commenced on December 9, 2002 and will expire on December
31, 2024 (excluding unexercised options). Three, five-year renewal options are
available to the tenant. The building has an expected life of forty years and
the Company is using straight-line depreciation over this forty-year period. As
of June 30, 2004, accumulated depreciation of $844,000 and accumulated loan fee
amortization $43,000 had been recorded, leaving net assets of $24,597,000 on the
books of the Company. The Company believes the building is adequately covered by
insurance.
Although the tenant has entered into a twenty-two year bondable lease
agreement with multiple parties that guarantee payment under terms of the
agreement, 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.
NOTE 5 - OIL AND GAS INTERESTS
On June 5, 2002, the Company, through its wholly owned subsidiary Stratford
American Energy Corporation ("SAEC"), purchased working interests in 23 oil and
gas properties located in Oklahoma and Texas, effective April 1, 2002. The
Company has paid $93,000 in costs to test and equip three wells that were
completed during the six months ended June 30, 2004. The funds came from Company
cash. Total capitalized costs of the SAEC properties and accumulated depletion
and amortization are as follows:
June 30, 2004
-------------
Oil and gas interests $ 783,000
2004 development cost additions 93,000
Less accumulated depletion and amortization (233,000)
-------------
Net oil and gas interests $ 643,000
=============
The Company recognized depletion expense of $30,000 and $58,000 for the
three and six month periods ended June 30, 2004, respectively, and $24,000 and
$49,000 for the three and six month periods ended June 30, 2003, respectively.
In addition to the oil and gas interests, acquisition costs of $68,000 are
being amortized equally over a seven-year period. The Company recognized
amortization expense of $2,000 and $4,000 for the three and six month periods
ended June 30, 2004, respectively, and $3,000 and $5,000 for three and six month
periods June 30, 2003, respectively. Total accumulated amortization of
acquisition costs at June 30, 2004 is $22,000, leaving net acquisition costs of
$46,000 on the books of the Company.
On April 19, 2001, the Company purchased 100% of the capital stock of SA
Oil and Gas Corporation ("SA Oil"), from the shareholders of SA Oil, in exchange
8
for 755,948 shares of common stock of the Company. SA Oil owns working and/or
royalty interests in 87 oil and gas properties located in Oklahoma and Texas.
Total capitalized costs of the SA Oil properties and accumulated depletion and
amortization are follows:
June 30, 2004
-------------
Oil and gas interests $ 3,656,000
2004 development cost additions 7,000
Less accumulated depletion and amortization (3,113,000)
-------------
Net oil and gas interests $ 550,000
=============
Oil and gas interests are being depleted equally over a seven-year period,
which is the estimated life of the wells. The Company recognized depletion
expense of $34,000 and $68,000 for each of the three and six month periods ended
June 30, 2004 and 2003, respectively. The Company recorded amortization of
intangible drilling costs of $3,000 and $6,000 for the three and six month
periods ended June 30, 2004, respectively, and $6,000 and $10,000 for the three
and six month periods ended June 30, 2003, respectively.
In addition to the oil and gas interests, acquisition costs of $48,000 are
being amortized equally over a seven-year period. The Company recognized
amortization expense of $2,000 and $4,000 for each of the three and six month
periods ended June 30, 2004 and 2003, respectively. Total accumulated
amortization of the acquisition costs at June 30, 2004 is $23,000 leaving net
acquisition costs of $25,000 on the books of the Company.
Stratford American Resource Corporation ("SARC") originally paid $38,000
for a nominal working interest in four oil and gas wells. The Company has
recognized a total of $36,000 in depletion expense, leaving a net asset of
$2,000 on the books of the Company at June 30, 2004.
Operating profits from oil and gas activities were $127,000 and $175,000
for the three and six months ended June 30, 2004, respectively, compared to
operating profits of $86,000 and $160,000 for the three and six months ended
June 30, 2003, respectively.
Total net oil and gas interests at June 30, 2004 are $1,195,000. Total net
acquisition costs relating to the oil and gas properties are $71,000 and are
recorded within other assets at June 30, 2004.
For each of the oil and gas interests described above, the Company is a
minority participant (an average of less than 3.0%) in joint interest operations
and as such is not subject to disclosure requirements for oil and gas
operations.
9
NOTE 6 - NOTES PAYABLE
Notes payable consist of the following as of June 30, 2004:
Note payable to Allianz Life Insurance Company, due
November 15, 2024, principal and interest due monthly
at 5.9%, collateralized by the Deed of Trust, Assignment
of Rents and Security Agreement $ 19,299,000
Note payable to Woodforest National Bank, due
December 11, 2004, interest due monthly at 6% 2,500,000
Note payable to Southwest Holdings, Ltd, a related party,
due December 2, 2004, interest due monthly at 10% 1,800,000
------------
$ 23,599,000
============
Principal payments on notes payable are as follows:
Year ending December 31 2004:
2004 $ 4,548,000
2005 518,000
2006 550,000
2007 583,000
2008 618,000
Thereafter 16,782,000
-----------
$23,599,000
===========
STP intends to refinance the $1,800,000 real estate loan, interest due
monthly at 10%, maturing on December 2, 2004 and the real estate loan of
$2,500,000, interest due monthly at 6% maturing on December 11, 2004, under
terms which will allow for principal and interest repayments to be funded
through property rental receipts. In the event a refinance cannot be obtained,
STP has already begun discussions to extend the above referenced notes.
NOTE 7 - OPERATING SEGMENTS
The following tables summarize information about the Company's operations
by business operating segments for the three and six month periods ending June
30, 2004 and 2003. The segment "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 Note 5. The segment "Real Estate" includes an
office building, leased to a single tenant, located in Scottsdale, Arizona, as
described above in Note 4. The segment "Other" includes corporate activities.
The segment "Elimination" includes inter-company eliminations.
10
OIL & GAS REAL ESTATE OTHER ELIMINATION TOTAL
----------- ----------- ----------- ----------- -----------
FOR THE THREE MONTHS ENDED
JUNE 30, 2004 (UNAUDITED):
Total revenue $ 244,000 $ 616,000 $ 17,000 $ (16,000) $ 861,000
Net income (loss) before
income taxes 127,000 86,000 (158,000) 0 55,000
Identifiable assets 1,509,000 25,280,000 464,000 0 27,253,000
Depreciation, depletion
and amortization expense 73,000 133,000 3,000 0 209,000
Interest expense 0 376,000 0 0 376,000
Interest and other income 0 0 1,000 0 1,000
Income tax expense 0 0 0 0 0
Expenditures for additions
(long lived assets) 54,000 0 0 0 54,000
OIL & GAS REAL ESTATE OTHER ELIMINATION TOTAL
----------- ----------- ----------- ----------- -----------
FOR THE THREE MONTHS ENDED
JUNE 30, 2003 (UNAUDITED):
Total revenue 213,000 524,000 18,000 (16,000) 739,000
Net income (loss) before
income taxes 86,000 (1,000) (140,000) 0 (55,000)
Identifiable assets 1,544,000 25,243,000 694,000 0 27,481,000
Depreciation, depletion
and amortization expense 69,000 133,000 3,000 0 205,000
Interest expense 13,000 380,000 1,000 0 394,000
Interest and other income 0 0 2,000 0 2,000
Income tax expense 8,000 0 0 0 8,000
Expenditures for additions
(long lived assets) 0 0 1,000 0 1,000
11
OIL & GAS REAL ESTATE OTHER ELIMINATION TOTAL
----------- ----------- ----------- ----------- -----------
FOR THE SIX MONTHS ENDED
JUNE 30, 2004 (UNAUDITED):
Total revenue $ 427,000 $ 1,232,000 $ 35,000 $ (32,000) $ 1,662,000
Net income (loss) before
income taxes 175,000 172,000 (300,000) 0 47,000
Identifiable assets 1,509,000 25,280,000 464,000 0 27,253,000
Depreciation, depletion
and amortization expense 144,000 266,000 6,000 0 416,000
Interest expense 0 754,000 0 0 754,000
Interest and other income 0 0 3,000 0 3,000
Income tax expense 0 0 1,000 0 1,000
Expenditures for additions
(long lived assets) 100,000 0 0 0 100,000
OIL & GAS REAL ESTATE OTHER ELIMINATION TOTAL
----------- ----------- ----------- ----------- -----------
FOR THE SIX MONTHS ENDED
JUNE 30, 2003 (UNAUDITED):
Total revenue 417,000 1,048,000 35,000 (32,000) 1,468,000
Net income (loss) before
income taxes 160,000 (18,000) (255,000) 0 (113,000)
Identifiable assets 1,544,000 25,243,000 694,000 0 27,481,000
Depreciation, depletion
and amortization expense 139,000 266,000 7,000 0 412,000
Interest expense 26,000 769,000 2,000 0 797,000
Interest and other income 0 0 3,000 0 3,000
Income tax expense 9,000 0 0 0 9,000
Expenditures for additions
(long lived assets) 2,000 0 15,000 0 17,000
12
NOTE 8 - RECENT ACCOUNTING PRONOUNCEMENTS
In January 2003, the FASB issued Interpretation No. 46 ("Interpretation
46"), CONSOLIDATION OF VARIABLE INTEREST ENTITIES, AN INTERPRETATION OF ARB NO.
51. This interpretation of Accounting Research Bulletin No. 51, CONSOLIDATED
FINANCIAL STATEMENTS, addresses consolidation by business enterprises of
variable interest entities (selected entities with related contractual,
ownership, voting or other monetary interests, including certain special purpose
entities), and requires certain additional disclosure with respect to these
entities. The provisions of Interpretation 46 are immediately applicable to
variable interest entities created after January 31, 2003. In December 2003, the
FASB issued a revision to Interpretation 46, commonly referred to as
Interpretation No. 46R ("Interpretation 46R"). The objective of Interpretation
46R was to provide additional clarification to Interpretation 46 and require
public entities to identify those entities that are considered special purpose
entities (SPEs) in which they have variable interests and to apply the
provisions of either Interpretation 46 or 46R at December 31, 2003. The full
provisions of Interpretation 46R will be required by the Company for the first
annual reporting period beginning after December 15, 2004. The Company believes
that the adoption of Interpretation 46R will not have a material effect on the
Company's financial condition or results of operations.
NOTE 8 - INCOME TAXES
The Company recorded income tax expense of $0 and $1,000 for the three and
six month periods ending June 30, 2004, respectively, and $8,000 and $9,000 for
the three and six month periods ending June 30, 2003, respectively. The
effective tax rate was 0.00% and 2.17% for the three and six month periods ended
June 30, 2004, respectively, and (12.70%) and (7.38%) for the three and six
month periods ended June 30, 2003, respectively. In determining the effective
tax rates, the Company utilizes net operating loss carryforwards for which
valuation allowances have previously been provided.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
FORWARD LOOKING STATEMENTS
This quarterly report contains forward-looking statements within the
meaning of Section 27A of the Securities Act of l933 and Section 21E of the
Securities Exchange Act of 1934 (forward-looking statements) that involve
certain risks and uncertainties. The following discussion and analysis should be
read in conjunction with our unaudited consolidated financial statements and
notes thereto appearing elsewhere in this Report. Except for the historical
information contained herein, any statements that refer to expectations,
projections or other characterization of future events or circumstances, and
especially those which include variations of the words "believes," "intends,"
"estimates," "anticipates," "expects," "plans," or similar words or variations
thereof, are likely to be forward-looking statements, and as such, are likely to
concern matters involving risk, uncertainty, unpredictability and other factors
that could materially and adversely affect the outcome or results indicated by
or inferred from the statements themselves. Such factors include, among others,
the following, the risk that the working interests in the SAEC 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
13
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. Therefore,
the reader is advised that the following discussion should be considered in
light of the discussion of risks and other factors contained in this quarterly
report on Form 10-QSB and in the Company's other filings with the Securities and
Exchange Commission, and that no statements contained in the following
discussion or in this Form 10-QSB should be construed as a guarantee or
assurance of future performance or future results, and the reader is cautioned
to not place undue reliance on such forward-looking statements. The
forward-looking statements made herein are only made as of the date of this
quarterly report on Form 10-QSB, and we undertake no obligation to publicly
update such forward-looking statements to reflect subsequent events or
circumstances.
GENERAL
The Company owns an 80% controlling interest in an office building leased
by a single tenant located at 20225 North Scottsdale Road, Scottsdale, Arizona,
as discussed above in Note 4 of the unaudited consolidated financial statements,
and owns working interests in oil and gas properties primarily located in
Oklahoma and Texas, as discussed above in Note 5 of the unaudited consolidated
financial statements.
Other than the transactions described above, the Company has no significant
operations. The Company continues to explore 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 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 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
14
investment's current carrying value, thereby possibly requiring an impairment
charge in the future.
Real estate investments are carried at book value, 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 in an 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 are no longer 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 June 30, 2004, the Company had approximately $657,000 in available cash
resources.
As discussed above, the Company along with other investors, completed the
purchase of an office building in Scottsdale, Arizona (the "Property") for
$25,484,000, effective December 11, 2002. 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 STP. The purchase was funded
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, twenty-two 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, a major shareholder of the Company, and 50% by Diamond Ventures, Inc., a
major shareholder of the Company. A loan of $1,800,000, from a major
shareholder, is financed with a 10% interest rate note, interest only, for a
period of two years, due December 2, 2004. The lease with the sole tenant for
the entire building is a bondable, triple-net lease, commencing on December 9,
2002, expiring on December 31, 2024, excluding unexercised extensions. The
annual basic rent for years one through five is $2,096,000 per year. In years
six, eleven and sixteen of the lease annual rents are escalated by 10% of annual
rents paid in the preceding 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. STP intends to either hold the building or evaluate an
appropriate opportunity for sale.
Currently scheduled gross property rental revenues of $2,096,000 are
expected to meet debt service requirements to the first lien holder totaling
$1,628,000 in 2004 and interest payments on the two notes due in December 2004
totaling $313,000 in 2004.
15
STP intends to refinance the $1,800,000 real estate loan, interest due
monthly at 10%, maturing on December 2, 2004 and the real estate loan of
$2,500,000, interest due monthly at 6% maturing on December 11, 2004, under
terms which will allow for principal and interest repayments to be funded
through property rental receipts. In the event a refinance cannot be obtained,
STP has already begun discussions to extend the above referenced notes.
During the three months ended June 30, 2004, the Company through its wholly
owned subsidiary, SAEC, paid $50,000 in drilling and equipment costs for wells
it had previously elected to participate proportionately in. Total year to date
costs of $93,000 were paid out of Company cash.
The primary sources of the Company's cash and cash equivalents are the
revenues received from the working interests in the oil and gas properties,
rental revenues from the office building, and the one-time sale of the Company's
investment in Triway Land Investors, LLC in 2003. The Company expects that the
current cash and cash equivalents will be sufficient to meet its forecasted
operating cash needs for the remainder of 2004. 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 SIX MONTH PERIODS ENDED JUNE 30, 2004,
COMPARED WITH THREE AND SIX MONTH PERIODS ENDED JUNE 30, 2003
OIL AND GAS REVENUES. Oil and gas revenues increased from $213,000 and
$417,000 for the three and six month periods ended June 30, 2003 to $244,000 and
$427,000 for the three and six month periods ended June 30, 2004, respectively.
Oil and gas revenues accounted for 28% and 23% of the total revenue reported by
the Company for the three and six month periods ended June 30, 2004. The
increase is primarily due to the receipt of revenues from a property that
underwent extensive repairs during prior periods. This increase was offset by
production volume declines in the SAEC properties. Separately, SA Oil properties
generated $174,000 and $285,000 in revenue for the three and six month periods
ended June 30, 2004, and $116,000 and $234,000 for the three and six month
periods ended June 30, 2003, respectively. The SAEC working interests in 23 oil
and gas properties, acquired effective April 1, 2002, generated $66,000 and
$136,000 in revenue for the three and six month periods ended June 30, 2004 and
$95,000 and $174,000 for the three and six month periods ended June 30, 2003,
respectively. The SARC properties generated $4,000 and $6,000 in revenue for the
three and six month periods ended June 30, 2004 and $2,000 and $9,000 for the
three and six month periods ended June 30, 2003, respectively.
PROPERTY RENTAL INCOME. Property rental income increased from $524,000 and
$1,048,000 for the three and six month periods ended June 30, 2003 to $616,000
and $1,232,000 for the three and six month periods ended June 30, 2004,
respectively. The 2004 results reflect scheduled rental income of $524,000 and
$1,048,000 for the three and six month periods ended June 30, 2004 and deferred
rent of $92,000 and $184,000 for the three and six month periods ended June 30,
2004, respectively. Property rental income is expected to remain at current
levels over the life of the lease or as long as STP holds the building.
OIL AND GAS OPERATIONS. Oil and gas operations expense decreased from
$46,000 for the three months ended June 30, 2003 to $44,000 for the three months
16
ended June 30, 2004 and increased from $94,000 for the six months ended June 30,
2003 to $108,000 for the six months ended June 30, 2004. The increase for the
six months ended June 30, 2004 is due primarily to equipment repair costs in
2004 of $14,000.
GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
increased from $147,000 and $280,000 for the three and six month periods ended
June 30, 2003 to $156,000 and $297,000 for the three and six month periods ended
June 30, 2004, respectively. The increase of $9,000 for the three months ended
June 30, 2004 was due to increased insurance premiums of $3,000, an increase of
$3,000 in annual meeting and reporting expenses, and a general increase in
associated overhead costs of $3,000. The increase of $17,000 for the six months
ended June 30, 2004 was due to increased insurance premiums of $12,000 and to a
general increase in associated overhead costs of $5,000.
INTEREST EXPENSE. Interest expense decreased from $394,000 and $797,000 for
the three and six month periods ended June 30, 2003 to $376,000 and $754,000 for
the three and six month periods ended June 30, 2004. This decrease is primarily
due to the monthly amortization of interest paid in 2004 on the debt on the
office building purchased by the Company and other investors, and immediately
conveyed to STP, in December of 2002 and to the restructuring of payables in
September of 2003, which eliminated debt and resulted in a decrease in interest
expense of $26,000 for the six months ended June 30, 2004.
RELATED PARTY TRANSACTIONS
During the three and six months periods ended June 30, 2004, the Company
received $17,000 and $34,000, respectively, from two companies that are
partially owned by four of the Company's executives or directors. These receipts
were reimbursements for administrative expenses incurred by the Company on
behalf of the related parties. These are recorded as a reduction of general and
administrative expense for the three and six month periods ended June 30, 2004.
At June 30, 2004, $14,000 of these reimbursements are included in related party
receivables.
At June 30, 2004, a note payable of $1,800,000, due December 2, 2004,
bearing an interest rate of 10%, with interest due monthly, was owed to
Southwest Holdings, Ltd, a major shareholder of the Company. At June 30, 2004
all of the accrued interest on the above-mentioned related party note payable
had been paid.
CAPITAL REQUIREMENTS
During the six months ended June 30, 2004, the Company, through its wholly
owned subsidiary, SAEC, paid a total of $93,000 in drilling and equipment costs
for development wells it had previously elected to participate proportionately
in. In July 2004, the Company elected to participate proportionately in the
drilling of a development well and prepaid $27,000 in costs. If hydrocarbons are
located in commercial quantity, the Company will be responsible for
approximately $18,000 in additional costs to complete the well. The funds will
come from Company cash.
17
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.
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 June 30, 2004, our disclosure controls and procedures were effective to
ensure that the information we are required to disclose in reports that we file
or submit under the Securities 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 June 30, 2004
there was no change in our internal control over financial reporting identified
in connection with the evaluation required by paragraph (d) 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 through 5 are omitted since these items are not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
See index beginning on page 20.
(b) REPORTS ON FORM 8-K
There were no reports on Form 8-K filed for the three months
ended June 30, 2004.
18
SIGNATURES
In accordance with the requirements of Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
STRATFORD AMERICAN CORPORATION
Registrant
Date: August 16, 2004 By /s/ Mel L. Shultz
-------------------------------------------
Mel L. Shultz, President and Director
Date: August 16, 2004 By /s/ David H. Eaton
-------------------------------------------
David H. Eaton, Chief Executive Officer
and Chairman of the Board
Date: August 16, 2004 By /s/ Daniel E. Matthews
-------------------------------------------
Daniel E. Matthews, Controller, Secretary
and Treasurer
19
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, 10.2,10.3 and
10.4) 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. Exhibit 10.4 was filed as Exhibit 10.20 with the Company's
Definitive Proxy Statement (Schedule 14A) for its annual meeting of shareholders
held on July 8, 1998, which was filed with the Securities and Exchange
Commission on April 28, 1998.
NUMBER DESCRIPTION
2.1 Stock Purchase Agreement, dated March 22, 2001 by and among SA Oil,
the shareholders of SA Oil, and the Company
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
2.3 Purchase and sale Agreement, dated July 17, 2002, by and between Opus
West Corporation, a Minnesota corporation, and Stratford American
Corporation
3.1 Articles of Incorporation
3.2 By-laws
3.3 Articles of Amendment to Articles of Incorporation
4.1 Form of Common Stock Certificate
4.2 Form of Series "A" Preferred Stock Certificate
4.3 Article IV of the Articles of Incorporation
4.4 Article III of the Bylaws
10.1 Operating Agreement between DVI Raintree, LLC, Stratford American
Corporation and Colonial Raintree, LLC, dated October 26, 2000
20
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
10.3 Operating Agreement of Scottsdale Thompson Peak, LLC
10.4 Stratford American Corporation 1998 Stock Incentive Plan
31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
31.2 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
31.3 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
32 Officer Certification pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
21