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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED AUGUST 31, 1999 OR
[ ] 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 0-22907
WHITNEY AMERICAN CORPORATION
(Exact name of registrant as specified in charter)
<TABLE>
<S> <C>
DELAWARE 54-1956957
(State or other jurisdiction (I.R.S. Employer Identification Number)
of incorporation or organization)
8150 Leesburg Pike, 22182
Suite 1200, Vienna, Virginia (Zip Code)
(Address of Principal Executive Offices)
</TABLE>
(703) 893-0582
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such report), and (2) has been subject to such filing requirements for the past
90 days.
Yes X No
----- -----
The aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
sold, or the average bid and asked prices of such common equity, was not
determinable.
At August 31, 1999, a total of 4,229,020 shares of common stock were
outstanding.
1
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Whitney American Corporation and Subsidiary
CONSOLIDATED BALANCE SHEETS OF THE COMPANY
(Unaudited)
<TABLE>
<CAPTION>
August 31, May 31,
1999 1999
---------- -------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash $ 1,000 $ 1,000
Accounts receivable, net of allowance 4,059,483 3,775,797
Prepaid expenses and other assets 93,543 94,989
--------------- ----------------
Total Current Assets 4,154,026 3,871,786
PROPERTY AND EQUIPMENT, cost
Leasehold improvements 249,390 244,566
Equipment 2,615,035 2,412,945
Automobiles 354,322 251,930
Furniture and fixtures 41,691 36,186
--------------- ----------------
3,260,438 2,945,627
Accumulated depreciation (2,059,364) (1,944,316)
--------------- ----------------
Net Property and Equipment 1,201,074 1,001,311
OTHER ASSETS
Intangibles, net of amortization 17,251 17,744
Deposits 61,138 58,409
Note receivable - -
--------------- ----------------
Total Other Assets 78,389 76,153
--------------- ----------------
Total Assets $ 5,433,489 $ 4,949,250
=============== ================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 1,132,337 $ 1,572,344
Accrued payroll and related liabilities 328,306 412,216
Line of credit 900,000 350,000
Accounts payable - related party 105,745 105,745
Note payable 3,920 3,829
Notes payable - related party - -
Notes payable - equipment 96,331 205,930
Capital lease liability 171,140 142,127
--------------- ----------------
Total Current Liabilities 2,737,779 2,792,191
LONG-TERM DEBT
Notes payable, net of current maturities 18,237 19,343
Notes payable - equipment, net of current maturities 161,931 44,146
Capital lease liability, net of current maturities 328,434 274,420
--------------- ----------------
Total Long-term Liabilities 508,602 337,909
--------------- ----------------
Total Liabilities 3,246,381 3,130,100
STOCKHOLDERS' EQUITY
Preferred stock, $.00001 par value, 5,000,000 shares
authorized, none issued - -
Common Stock, net of subscriptions receivable, at August 31,
1999, $.00001 par value, 50,000,000 shares authorized,
4,229,020 shares issued and outstanding 42 42
Additional paid-in capital 1,658,684 1,658,684
Accumulated deficit 528,382 160,424
--------------- ----------------
Total Stockholders' Equity 2,187,108 1,819,150
--------------- ----------------
Total Liabilities and Stockholders' Equity $ 5,433,489 $ 4,949,250
=============== ================
</TABLE>
See notes to financial statements
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Whitney American Corporation and Subsidiary
CONSOLIDATED STATEMENTS OF OPERATION OF THE COMPANY
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
August 31,
1999 1998
---- ----
<S> <C> <C>
REVENUE FROM SERVICES $ 3,311,892 $ 3,334,898
COST OF SERVICES 2,218,858 2,575,837
----------------- -----------------
GROSS PROFIT 1,093,034 759,061
----------------- -----------------
OPERATING EXPENSES
Overhead 390,139 321,197
General and administrative 331,191 248,916
----------------- -----------------
Total Operating Expenses 721,330 570,113
----------------- -----------------
INCOME FROM OPERATIONS 371,704 188,948
OTHER INCOME
Interest - -
Other 27,827 -
OTHER EXPENSES
Interest (31,574) (56,516)
----------------- -----------------
INCOME BEFORE INCOME TAXES 367,957 132,432
INCOME TAXES - -
----------------- -----------------
NET INCOME $ 367,957 $ 132,432
================= =================
Basic net income per common share $ 0.09 $ 0.03
================= =================
Weighted average common share outstanding 4,229,020 4,226,515
================= =================
Diluted net income per common share $ 0.08 $ 0.03
================= =================
Weighted average common share outstanding 4,714,020 4,623,705
================= =================
</TABLE>
See notes to financial statements.
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WHITNEY AMERICAN CORPORATION
AND SUBSIDIARY
STATEMENTS OF CASH FLOW (UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
August 31,
CASH FLOWS FROM OPERATIONS: 1999 1998
---- ----
<S> <C> <C>
Net Income (Loss) $ 367,957 $ 132,432
Adjustments to reconcile net income to net cash:
Depreciation and amortization 124,726 120,449
Gain on sale of assets (29,705)
Allowance for doubtful accounts receivable
Changes in operating assets and liabilities:
accounts receivable (283,686) (361,037)
accounts receivable - taxes -
accounts receivable - related party -
prepaid expenses 1,446 (43,623)
deposits (2,729) 11,680
accounts payable and accrued expenses (440,007) 422,673
accrued payroll and related liabilities (83,910) (79,826)
accounts payabe - related party - 348
deferred rent - -
---------------- ---------------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (345,908) 203,096
================ ===============
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (329,927) (204,930)
Proceeds received from sale of fixed assets 35,635 -
Proceeds received from discontinued operations -
Notes receivable funded (25,000)
Investment in related entity -
---------------- ---------------
NET CASH USED IN INVESTING ACTIVITIES (294,292) (229,930)
================ ===============
CASH FLOWS FROM FINANCING ACTIVITIES:
Net (payment) proceeds on line of credit 550,000 (65,000)
Payment of note payable (1,015) (25,118)
Payment of notes payable - equipment (11,125) (20,342)
Proceeds of note payable - equipment 19,314 -
Proceeds from equipment under capital lease 122,543 153,411
Payments on related party advances - (24,100)
Principal payments under capital lease obligations (39,517) (17,017)
Proceeds from issuance of common stock - 25,000
Equity adjustment due to stock agreement -
---------------- ---------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 640,200 26,834
================ ===============
NET CHANGE IN CASH - -
CASH, BEGINNING 1,000 1,000
---------------- ---------------
CASH, ENDING $ 1,000 $ 1,000
================ ===============
Supplemental disclosure of cash flows information:
Cash paid during the year for interest $ 31,573 $ 56,520
================ ===============
</TABLE>
See notes to financial statements.
<PAGE>
WHITNEY AMERICAN CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED AUGUST 31, 1999
(UNAUDITED)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES
Basis of Presentation and Consolidation
---------------------------------------
The accompanying unaudited condensed consolidated financial statements of
Whitney American Corporation (the "Company") and its wholly owned
subsidiary, Kemron Environmental Services, Inc. ("Kemron") have been
prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q. In
the opinion of management, all adjustments necessary for a fair
presentation of such financial statements have been included. Such
adjustments consisted only of normal recurring items. The company acquired
Kemron during fiscal year 1998 (see NOTE 2) and began presenting results on
a consolidated basis. All significant intercompany balances and
transactions have been eliminated in consolidation. Operating results for
the three months ended August 31, 1999 are not necessarily indicative of
the results that may be expected for the fiscal year ending May 31, 2000 or
for any other future period. Additional information is contained in the
Annual Report on Form 10-KSB for the year ended May 31, 1999, which should
be read in conjunction with this quarterly report.
Use of Estimates
----------------
Management uses estimates and assumptions in preparing financial statements
in accordance with generally accepted accounting principles. Those
estimates and assumptions affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities, and the
reported revenues and expenses. Actual results could vary from the
estimates that were assumed in preparing the financial statements.
Federal Income Taxes
--------------------
No federal income tax has been provided for the three months ended August
31, 1999 due to the existence of unused net operating loss carryforwards.
Property and Equipment
----------------------
Property and equipment is stated at cost. Depreciation is computed using
the straight-line method based on the estimated useful lives of the asset.
Amortization of leasehold improvements is computed on the term of the lease
or its useful life, whichever is less.
Revenue Recognition
-------------------
The Company recognizes revenue generally at the time services are
performed. On fixed price contracts, revenue is recognized on the basis of
the estimated percentage of completion of services rendered. On cost
reimbursement contracts, revenue is recognized as costs are incurred and
includes applicable fees earned essentially in the proportion that costs
incurred bear to total estimated final costs. Materials and subcontract
costs reimbursed by client are included in gross revenue. Anticipated
losses are recognized in the period in which the losses are reasonably
determinable. Substantially all unbilled receivables are expected to be
collected within the next 12 months and retention balances to be collected
at the close of the respective project.
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A portion of contracts with the United States Government and State
Agencies, are subject to audit and adjustment. Revenue has been recorded
in amounts expected to be realized on final settlement. Included in
accounts receivable are revenues from claims where recovery is probable in
the opinion of management.
NOTE 2 - MERGER
On March 10, 1998, Kemron Environmental Services, Inc. ("Kemron") merged
with and into Whitney American Corporation (the "Company"). Pursuant to
the merger agreement, each outstanding share of Kemron common stock was
converted into shares of the outstanding common stock of the Company. Upon
consummation of the Merger, the stockholders of Kemron became the owners in
the aggregate of approximately 86% of the outstanding common stock of the
Company; and the directors and officers of Kemron became directors and
officers of the Company. Prior to the Merger, the Company had no operating
activities.
The Merger was structured as a tax-free reorganization and was accounted
for using the pooling-of-interests method. The Company has reflected in
its consolidated financial statements the assets, liabilities and equity of
Kemron at its historical book value. Accordingly, the consolidated results
of operations and financial position of the Company for periods and dates
prior to the Merger are the combined historical results of operations and
financial position of Kemron for such periods and dates.
All historical shares of common stock and per share amounts for periods
prior to the Merger have been retroactively adjusted to reflect the Company
shares issued to the Kemron shareholders at the time of the Merger.
NOTE 3 - SEGMENT INFORMATION
The Company's reportable segments are strategic business units that offer
different services. The Company has two reportable segments: analytical and
consulting services. Analytical services include lab testing services for
varying analytical programs such as NPDES, RCRA, CERCLA and OSHA. Consulting
services provide investigations and assessment services at non-regulated
contaminated sites and at sites covered by RCRA and CERCLA regulations, which
investigations may include preliminary assessments, site investigations,
groundwater assessments, remedial investigations, feasibility studies, and
remedial action plans. The accounting policies of the segments are the same as
those described in the summary of significant accounting policies (note 1).
Sales, operating income and identifiable assets by reportable segment for the
three months ended August 31, 1999 and 1998 are as follows:
<TABLE>
<CAPTION>
(Dollars in thousands) 1999 1998
---------------- ----------------
<S> <C> <C>
Sales to unaffiliated customers:
Analytical services $ 2,028,685 $ 1,561,042
Consulting services 1,283,207 1,773,856
---------------- ----------------
Total $ 3,311,892 $ 3,334,898
================ ================
Operating income:
Analytical services $ 327,290 $ 31,296
Consulting services 95,533 138,286
Other (54,866) (37,150)
---------------- ----------------
Total $ 367,957 $ 132,432
================ ================
Identifiable Assets:
Analytical services $ 2,653,724 $ 2,434,784
Consulting services 2,630,903 2,066,972
---------------- ----------------
Total $ 5,284,627 $ 4,501,756
================ ================
</TABLE>
6
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Item 2. Management's Discussion and Analysis
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
FINANCIAL CONDITION
As of August 31, 1999, the Company's working capital balance increased from
$1,079,595 at May 31, 1999 to $1,416,247. This increase was the result of
profits generated during the three month period. The current liabilities
decreased by $54,412 while the accounts receivables increased by $283,686. The
increase in accounts receivable is primarily due to increased revenues and
billing activity during the first quarter.
The Company maintains a line of credit of $1.8 million with a bank, secured by
the Company's accounts receivable. The line of credit has provided a
significant source of the Company's cash requirements. The actual balance on
the line of credit will fluctuate during the period based on financing
activities. There are no significant working capital requirements pending at
August 31, 1999. The Company's available line of credit is expected to be
sufficient to meet the Company's needs for the foreseeable future.
RESULTS OF OPERATIONS
Revenues for the first quarter were $3,311,892, which represents a decrease of
less than 1% from the last year's first quarter revenues of $3,334,898. The
consistent revenue trend is the result of offsetting effects of decreased sales
generated by the consulting services and the increased sales generated by the
laboratory operation.
The laboratory received significant project awards from four of its existing
clients. Although the laboratory has provided services to these clients over
the past few fiscal years, the volume of work had increased by $499,000 in the
current fiscal year for these particular clients as compared to the first
quarter of fiscal year 1999. This constitutes the majority of the $467,000
increase in laboratory sales experienced in the quarter ended August 31, 1999 as
compared to the same quarter in fiscal year 1999.
The consulting services reported a significant decline in first quarter
revenues, a $491,000 decrease when compared to the quarter ended August 31,
1998. The decrease can be attributed to two specific projects that were
significantly completed in the fiscal year ended May 31, 1999; a project for
work at Cleveland Hopkins Airport and a state funded substance removal contract.
The work at Cleveland Hopkins Airport has dropped off since fiscal year 1999.
The contract for substance removal work ended prior to the first quarter of the
current fiscal year. Both of these projects required extensive subcontractor
support and, although they accounted for a combined $412,000 decrease of
revenues for the quarter ending August 31, 1999 versus a year earlier, a large
portion of these revenues were purchased services from outside
7
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subcontractors. As a result, the consulting services operation experienced
minimal profit deterioration from this lost contract revenue.
Gross profit was 33.0% and 22.8% of revenues for the three months ending August
31, 1999 and 1998, respectively. The Company considers gross margin of 33.0% to
be within the range for normal operations. Net income improved significantly
for the three months ended August 31, 1999 with a 11.1% profit as compared to
4.0% for the quarter ended August 31, 1998. The improvements of both gross
profit and net income are attributed to the increased sales volume generated by
the laboratory operation. The laboratory experiences significant increases in
profit margins as a result of increased sales. This is due to the high level of
fixed operating costs in the laboratory facility, sales that exceed the
breakeven threshold will yield much larger profit percentages. This is
illustrated with the increase of $499,000 in laboratory revenues that produced a
corresponding increase of $296,000 in profit margins when comparing the first
quarter of 1999 versus 1998
SG&A expense was $331,191 for the quarter ended August 31, 1999, up 33.1% from
the first quarter of 1998. The increase is attributed to the additional
marketing efforts as well as the recognition of the profit sharing plan that was
implemented during fiscal year 1999.
Interest expense was $31,574 for the three months ended August 31, 1999, a
decrease of 44.1% as compared to last year. The company continues to
strengthen its financial position, thereby reducing the borrowings from the
lender's line of credit.
YEAR 2000
The company is in process of upgrading its computer applications to ensure
functionality with respect to the Year 2000. The Year 2000 issue affects most
corporations and concerns the inability of information systems, primarily
computer software programs, to properly recognize and process date-sensitive
information relating to the Year 2000 and beyond. The Company believes it is
pursuing appropriate courses of action to identify and address Year 2000
readiness.
The principal operating functions that are dependent on information systems have
been identified, primarily the accounting system and operating systems that
support the laboratory instruments. Most of the related information systems
have already been converted and tested for Year 2000 compliance. Any remaining
Year 2000 initiatives are scheduled to be complete by mid-year 1999.
The Company is giving consideration to the status of compliance by third party
suppliers. Failure by third party suppliers to become Year 2000 compliant could
impact the Company's ability to obtain products or services as scheduled, which
could potentially result in delays in meeting clients orders. The Company has
undertaken initiatives to review the Year 2000 readiness of clients which are
material to the Company's business. Failure by material customers to become
Year 2000 compliant could result in the company's inability to obtain or perform
work on a timely basis for such customers, leading to delays in receipt of
revenue.
A formal contingency plan will not be formulated unless the Company identifies
specific areas where there is substantial risk of Year 2000 problems occurring,
and no such areas have been identified as of this date.
FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements and information relating to the
Company that are based on the beliefs of its management as well as assumptions
made by and information currently available to its management. When used in
this report, the words "anticipate", "believe", "estimate", "expect", "intend",
plan and similar expressions, as they relate to the Company or its management,
are intended to identify forward-looking statements. These statements reflect
management's current view of the Company with respect to future events and are
subject to certain risks, uncertainties and assumptions. Should any of these
8
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risks or uncertainties materialize, or should underlying assumptions prove
incorrect, actual results my vary materially from those described in this report
as anticipated, estimated or expected. The Company's realization of its
business aims will depend in the near future principally on the successful
completion of its acquisition of operations as discussed below.
LIQUIDITY AND CAPITAL RESOURCES
During the three months ended August 31, 1999, the Company's line of credit
increased by $550,000 to $900,000. This was the result of increased payment
activity with vendors and suppliers along with slowed collections on specific
receivable accounts. These receivables are not considered by management to be
impaired in any way.
Cash flows used in operating activities totaled $345,908 for the three months
ended August 31, 1999. Cash outflows consist primarily of reductions in
accounts payable and accrued expenses for the three months equalling $440,007.
The net income for the three months was offset by an increases in the accounts
receivable, these netted a $84,000 cash inflow.
Cash used in investing activities totaled $294,292 for the current year's first
quarter. The significant cash outflow relates to the continued commitment of
the Company to provide the laboratory with instrumentation and equipment that is
on the leading edge of technology. $329,927 of equipment purchases were
incurred during the first three months of the year.
PART II - OTHER INFORMATION
Item 6 - Exhibits and 8-K Filings
(a) The Company filed the following Current Reports on Form 8-K during the
three months ended August 31, 1999.
None
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WHITNEY AMERICAN CORPORATION
By /s/ JUAN J. GUTIERREZ
----------------------
JUAN J. GUTIERREZ
PRESIDENT AND CEO
DATED: OCTOBER 14, 1999
In accordance with the Exchange Act, this Report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the
dates indicated.
9
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAY-31-2000
<PERIOD-START> JUN-01-1999
<PERIOD-END> AUG-31-1999
<CASH> 1,000
<SECURITIES> 0
<RECEIVABLES> 4,278,851
<ALLOWANCES> 219,368
<INVENTORY> 0
<CURRENT-ASSETS> 4,154,026
<PP&E> 3,260,438
<DEPRECIATION> 2,059,364
<TOTAL-ASSETS> 5,433,489
<CURRENT-LIABILITIES> 2,737,779
<BONDS> 508,602
0
0
<COMMON> 42
<OTHER-SE> 2,187,066
<TOTAL-LIABILITY-AND-EQUITY> 5,433,489
<SALES> 3,311,892
<TOTAL-REVENUES> 3,311,892
<CGS> 2,218,858
<TOTAL-COSTS> 2,218,858
<OTHER-EXPENSES> 721,330
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 31,574
<INCOME-PRETAX> 367,957
<INCOME-TAX> 0
<INCOME-CONTINUING> 367,957
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 367,957
<EPS-BASIC> .09
<EPS-DILUTED> .08
</TABLE>
