SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
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 June 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 June 30, 1999, 6,371,787 shares of the issuer's common stock were issued and
outstanding.
<PAGE>
STRATFORD AMERICAN CORPORATION
INDEX
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Condensed Consolidated Balance Sheet as of June 30, 1999 3
Condensed Consolidated Statements of Operations for the
three and six months ended June 30, 1999 and 1998 4
Condensed Consolidated Statements of Cash Flows for the
six months ended June 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
<PAGE>
STRATFORD AMERICAN CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
JUNE 30, 1999
(UNAUDITED)
ASSETS
Cash and cash equivalents $ 2,194,000
Receivables:
Trade, less allowance for doubtful accounts of $2,000 16,000
Mortgages 50,000
------------
66,000
Rental properties, net 496,000
Other assets 48,000
------------
$ 2,804,000
============
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable $ 39,000
Notes payable and other debt 271,000
Accrued liabilities 40,000
Net liabilities of discontinued operations 6,000
------------
Total liabilities 356,000
Minority interest 304,000
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) (25,207,000)
Treasury stock, 1,967 shares at cost (11,000)
------------
2,144,000
------------
$ 2,804,000
============
See accompanying notes to condensed consolidated financial statements.
3
<PAGE>
STRATFORD AMERICAN CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
For the three months For the six months
ended June 30, ended June 30,
-------------------- ----------------------
1999 1998 1999 1998
--------- -------- --------- ----------
REVENUES:
Lease income $ 32,000 $ 63,000
Interest and other income $ 25,000 $ 11,000 $ 50,000 $ 33,000
--------- -------- --------- ----------
$ 57,000 $ 11,000 $ 113,000 $ 33,000
EXPENSES:
General and administrative 185,000 22,000 318,000 22,000
Depreciation and amortization 7,000 6,000 15,000 10,000
Interest 9,000 12,000 20,000 21,000
Minority interest 1,000 2,000
--------- -------- --------- ----------
202,000 40,000 355,000 53,000
--------- -------- --------- ----------
LOSS FROM CONTINUING OPERATIONS (145,000) (29,000) (242,000) (20,000)
DISCONTINUED OPERATIONS:
Income (loss) from operations
of Dollar Rent A Car 190,000 (16,000) 1,059,000
Minority interest 3,000
--------- -------- --------- ----------
Income (loss) from
discontinued operations 190,000 (13,000) 1,059,000
--------- -------- --------- ----------
NET INCOME (LOSS) $(145,000) $161,000 $(255,000) $1,039,000
========= ======== ========= ==========
Basic and diluted net income
(loss) per share: (0.02) (0.00) (0.04) (0.00)
Loss from continuing operations
Income (loss) from discontinued
operations 0.00 0.03 (0.00) 0.18
--------- -------- --------- ----------
Basic and diluted net income
(loss) per share $ (0.02) $ 0.03 $ (0.04) $ 0.18
========= ======== ========= ==========
See accompanying notes to condensed consolidated financial statements.
4
<PAGE>
STRATFORD AMERICAN CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
For the six months
ended June 30
--------------------------
1999 1998
----------- -----------
CASH FLOWS FROM CONTINUING OPERATING ACTIVITIES:
Loss from continuing operations $ (242,000) $ (20,000)
Adjustments to reconcile loss from continuing
operations to net cash used for continuing
operating activities:
Depreciation and amortization 15,000 10,000
Minority interest in consolidated subsidiary 2,000
Changes in assets and liabilities:
Decrease in accounts and mortgages receivable 165,000 29,000
Decrease in other assets 14,000 19,000
Increase (decrease) in accounts payable 6,000 (67,000)
Decrease in accrued liabilities (109,000) (25,000)
----------- -----------
NET CASH USED FOR CONTINUING OPERATING ACTIVITIES (149,000) (54,000)
----------- -----------
CASH FLOWS FROM CONTINUING INVESTING ACTIVITES
Purchases of property and equipment (27,000)
----------- -----------
NET CASH USED FOR CONTINUING INVESTING ACTIVITIES (27,000)
----------- -----------
CASH FLOWS FROM CONTINUING FINANCING ACTIVITIES:
Payments on notes payable and other debt (238,000) (14,000)
Proceeds from issuance of common stock 500,000
----------- -----------
NET CASH PROVIDED BY (USED FOR) CONTINUING
FINANCING ACTIVITIES 262,000 (14,000)
NET CASH PROVIDED BY(USED FOR) DISCONTINUED
OPERATIONS (30,000) 374,000
NET INCREASE IN CASH AND CASH EQUIVALENTS 83,000 279,000
CASH AND CASH EQUIVALENTS, beginning of period 2,111,000 168,000
----------- -----------
CASH AND CASH EQUIVALENTS, end of period 2,194,000 447,000
=========== ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid during the period $ 20,000 $ 17,000
=========== ===========
Taxes paid during the period $ 82,000 $
=========== ===========
See accompanying notes to condensed consolidated financial statements.
5
<PAGE>
STRATFORD AMERICAN CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 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 June 30, 1999, and the results of operations and cash flows
for the six months ended June 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 agreed to and signed by both parties, 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.
6
<PAGE>
STRATFORD AMERICAN CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 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 6,139,743 shares for the three and six
month periods ended June 30, 1999, respectively, and 5,871,787 shares for
both the three and six month periods ended June 30, 1998). Diluted net 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 and second 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
<PAGE>
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
second quarter of 1999. Continuing operations during the first six months of
1999 consisted primarily of rental property operations as the vehicle rental
business was sold in 1998.
LIQUIDITY AND CAPITAL RESOURCES
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 agreed to and signed by
both parties, 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.
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. 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 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.
8
<PAGE>
RESULTS OF OPERATIONS - QUARTER ENDED JUNE 30, 1999, COMPARED WITH QUARTER ENDED
JUNE 30, 1998.
The Company reported a net loss of $145,000 and $255,000 during the three
and six month periods ended June 30, 1999, respectively, compared to net income
of $161,000 and $1,039,000 during the three and six month periods ended June 30,
1998, respectively. The six month period ended June 30, 1999 results include a
net loss of $13,000 from discontinued operations and the six month period ended
June 30, 1998 results include net income of $1,059,000 from discontinued
operations. The $13,000 loss from discontinued operations for the six month
period ended June 30, 1999 consists of adjustments, recorded in the first
quarter of 1999, related to previous estimates of discontinued operation
expenses determined upon final reconciliation of contractual obligations to and
from Dollar upon sale of the Dollar operations on October 1, 1998. Revenues
increased from $11,000 and $33,000 during the three and six month periods ended
June 30, 1998, respectively, to $57,000 and $113,000 during the three and six
month periods ended June 30, 1999, respectively, due to lease income received on
property leased to Dollar in 1999.
General and administrative expenses for the first quarter of 1999 and the
first and second 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 $22,000 in the second
quarter of 1998 to $185,000 in the second quarter of 1999 is due to the fact
that 87% of the total general and administrative expense of $166,000 was
allocated to discontinued operations during the second quarter of 1998 due to
the discontinued operations being the primary activity during that time.
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
9
<PAGE>
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.
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
June 30, 1999.
10
<PAGE>
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: August 13, 1999 By /s/ Mel L. Shultz
-------------------------------------
Mel L. Shultz, President and Director
Date: August 13, 1999 By /s/ Timothy A. Laos
-------------------------------------
Timothy A. Laos, Chief Financial
Officer (Principal Financial Officer
and Principal Accounting Officer)
11
<PAGE>
EXHIBIT 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 - June 30, 1999 13
27.2 Restated Financial Data Schedule - June 30, 1998 14
12
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED BALANCE SHEET AT JUNE 30, 1999 AND THE RELATED CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS AND CASH FLOWS FOR THE SIX MONTHS ENDED
JUNE 30, 1999 OF STRATFORD AMERICAN CORPORATION AND ITS SUBSIDIARIES AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<EXCHANGE-RATE> 1
<CASH> 2,194,000
<SECURITIES> 0
<RECEIVABLES> 68,000
<ALLOWANCES> 2,000
<INVENTORY> 0
<CURRENT-ASSETS> 2,202,000
<PP&E> 612,000
<DEPRECIATION> 76,000
<TOTAL-ASSETS> 2,804,000
<CURRENT-LIABILITIES> 127,000
<BONDS> 0
0
0
<COMMON> 64,000
<OTHER-SE> 2,080,000
<TOTAL-LIABILITY-AND-EQUITY> 2,804,000
<SALES> 0
<TOTAL-REVENUES> 113,000
<CGS> 0
<TOTAL-COSTS> 15,000
<OTHER-EXPENSES> 320,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 20,000
<INCOME-PRETAX> (242,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> (242,000)
<DISCONTINUED> (13,000)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (255,000)
<EPS-BASIC> (0.04)
<EPS-DILUTED> (0.04)
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED BALANCE SHEET AT JUNE 30, 1998, AND THE RELATED CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS AND CASH FLOWS FOR THE SIX MONTHS ENDED
JUNE 30, 1998 OF STRATFORD AMERICAN CORPORATION AND ITS SUBSIDIARIES AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<EXCHANGE-RATE> 1
<CASH> 447,000
<SECURITIES> 0
<RECEIVABLES> 59,000
<ALLOWANCES> 2,000
<INVENTORY> 0
<CURRENT-ASSETS> 455,000
<PP&E> 97,000
<DEPRECIATION> 46,000
<TOTAL-ASSETS> 760,000
<CURRENT-LIABILITIES> 124,000
<BONDS> 0
0
0
<COMMON> 59,000
<OTHER-SE> (822,000)
<TOTAL-LIABILITY-AND-EQUITY> 760,000
<SALES> 2,000
<TOTAL-REVENUES> 33,000
<CGS> 0
<TOTAL-COSTS> 10,000
<OTHER-EXPENSES> 22,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 21,000
<INCOME-PRETAX> (20,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> (20,000)
<DISCONTINUED> 1,059,000
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,039,000
<EPS-BASIC> 0.18<F1>
<EPS-DILUTED> 0.18
<FN>
EPS - PRIMARY AND EPS - DILUTED HAVE BEEN RESTATED TO REFLECT THE FIFTEEN - TO -
ONE REVERSE STOCK SPLIT EFFECTIVE JULY 20, 1998. CERTAIN AMOUNTS HAVE BEEN
RESTATED TO REFLECT THE SUBSEQUENT SALE OF THE VEHICLE RENTAL BUSINESS AS A
DISCONTINUED OPERATION.
</FN>
</TABLE>
