1 QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q __________________________________________________ [X] Quarterly report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 1994 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 0-7616 I.R.S. Employer Identification Number 23-1739078 Avatar Holdings Inc. (a Delaware Corporation) 255 Alhambra Circle Coral Gables, Florida 33134 (305) 442-7000 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 . Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 9,095,102 shares of the Company's common stock ($1.00 par value) were outstanding as of July 29, 1994. 1 of 16 2 AVATAR HOLDINGS INC. AND SUBSIDIARIES INDEX PAGE PART I. Financial Information Item 1. Financial Statements (Unaudited): Consolidated Balance Sheets -- June 30, 1994 and December 31, 1993.............. 3 Consolidated Statements of Operations -- Six months and three months ended June 30, 1994 and 1993.......................................... 4 Consolidated Statements of Cash Flows -- Six months ended June 30, 1994 and 1993.......... 5 Notes to Consolidated Financial Statements......... 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations................................ 13 PART II. Other Information Item 1. Legal Proceedings........................... 15 Item 4. Submission of Matters to a Vote of Security Holders.................................... 15 Item 6. Exhibits and Reports on Form 8-K.......... 15 Exhibit Index........................................ 17 2 3 PART I -- FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS AVATAR HOLDINGS INC. AND SUBSIDIARIES Consolidated Balance Sheets Unaudited (Dollars in thousands) June 30, December 31, 1994 1993 -------- -------- Assets Cash $5,510 $7,178 Restricted cash 1,375 1,442 Investments 52,796 51,184 Contracts, mortgage notes and other receivables, net 75,986 82,996 Land and other inventories 119,520 117,557 Property, plant and equipment, net 181,622 178,940 Other assets 16,433 15,460 Regulatory assets 7,437 7,437 -------- -------- Total assets $460,679 $462,194 ======== ======== Liabilities and Stockholders' Equity Notes, mortgage notes and other debt: Real estate and corporate $96,468 $96,768 Utilities 38,013 38,789 Estimated development liability for sold land 19,193 19,331 Accrued and other liabilities 31,723 27,558 Deferred customer betterment fees 19,379 19,537 Minority interest in consolidated subsidiaries 9,061 9,058 Regulatory liabilities 4,377 4,447 -------- -------- Total liabilities 218,214 215,488 Commitments and contingent liabilities Contributions in aid of construction 62,930 63,334 Stockholders' equity, net 179,535 183,372 -------- -------- Total liabilities and stockholders' equity $460,679 $462,194 ======== ======== See notes to consolidated financial statements. 3 4 AVATAR HOLDINGS INC. AND SUBSIDIARIES Consolidated Statements of Operations For the Six Months and Three Months Ended June 30, 1994 and 1993 (Unaudited) (Dollars in thousands except per share data) Six Months Three Months ---------- ------------ 1994 1993 1994 1993 ------ ------ ------ ------ Revenues: Real estate sales $22,362 $21,374 $10,836 $9,999 Deferred gross profit (1,229) (1,241) (425) (475) Utility revenues 14,850 27,795 7,562 13,972 Interest income 5,693 6,866 2,857 3,350 Trading account profit, net 1,161 - 684 - Other 318 507 194 462 ------ ------ ------ ------ Total revenues 43,155 55,301 21,708 27,308 Expenses: Real estate expenses 23,021 21,852 11,318 10,757 Utility expenses 11,543 19,612 5,884 9,927 General and administrative expenses 5,447 4,424 3,129 2,342 Interest expense 6,319 8,550 3,164 4,098 Other 407 720 203 361 ------ ------ ------ ------ Total expenses 46,737 55,158 23,698 27,485 ------ ------ ------ ------ (Loss) income before income taxes and cumulative effect of change in method of accounting for income taxes (3,582) 143 (1,990) (177) Provision for income taxes 255 674 - 278 ------ ------ ------ ------ Loss before cumulative effect of change in method of accounting for income taxes (3,837) (531) (1,990) (455) Cumulative effect of change in method of accounting for income taxes - (964) - - -------- -------- -------- ------ Net loss ($3,837) ($1,495) ($1,990) ($455) ======== ======== ======== ====== Per share amounts: Primary Loss before cumulative effect of change in method of accounting for income taxes ($.42) ($.07) ($.22) ($.06) Cumulative effect of change in method of accounting for income taxes - (.13) - - ------ ------ ------ ------ Net loss ($.42) ($.20) ($.22) ($.06) ====== ====== ====== ====== Fully Diluted Loss before cumulative effect of change in method of accounting for income taxes ($.42) ($.05) ($.22) ($.05) Cumulative effect of change in method of accounting for income taxes - (.10) - - ------ ------ ------ ------ Net loss ($.42) ($.15) ($.22) ($.05) ====== ====== ====== ====== See notes to consolidated financial statements. 4 5 AVATAR HOLDINGS INC. AND SUBSIDIARIES Consolidated Statements of Cash Flows (Unaudited) (Dollars in Thousands) For the six months ended June 30, ------------------------ 1994 1993 ---- ---- OPERATING ACTIVITIES Net loss ($3,837) ($1,495) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 4,010 3,720 Deferred gross profit 1,229 1,241 Provision for income taxes 255 674 Cost of sales not requiring cash 1,306 1,044 Cumulative effect of change in method of accounting for income taxes - 964 Trading account profit, net (1,161) - Changes in operating assets and liabilities: Decrease in restricted cash 67 54 Principal payments on contracts receivable 10,547 9,408 Increase in receivables (5,000) (3,863) Decrease in other receivables 234 965 Increase in inventories (3,407) (2,727) Increase in other assets (973) (2,849) Increase in accounts payable and accrued and other liabilities 3,231 268 ------ ------ NET CASH PROVIDED BY OPERATING ACTIVITIES 6,501 7,404 INVESTING ACTIVITIES Investment in property, plant, and equipment (7,096) (4,777) Investment in marketable securities - (126) Proceeds from the sale of marketable securities - 17,444 ------ ------ NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES (7,096) 12,541 FINANCING ACTIVITIES Net proceeds from revolving lines of credit and long-term borrowings 9,145 12,724 Principal payments on revolving lines of credit and long-term borrowings (10,218) (29,180) Purchase of 8% debentures - (29) Purchase of 9% debentures - (49) Net proceeds from issuance of common stock in conjunction with the redemption/conversion of 5 1/4% debentures - 30,860 ------ ------ NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES (1,073) 14,326 ------- ------ (DECREASE) INCREASE IN CASH (1,668) 34,271 Cash at beginning of period 7,178 2,644 ------- ------ CASH AT END OF PERIOD $5,510 $36,915 ======= ======= See notes to consolidated financial statements. 5 6 AVATAR HOLDINGS INC. AND SUBSIDIARIES Consolidated Statements of Cash Flows -- continued (Unaudited) (Dollars in thousands) SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: For the six months ended June 30, ------------------------ Cash paid during the period for: 1994 1993 ---- ---- Interest $4,788 $9,442 ====== ====== Income taxes (1) $276 $317 ====== ====== SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES 1994 1993 ---- ---- Contributions in aid of construction $500 $1,342 ====== ====== (1) Consists of Federal and State income taxes, inclusive of alternative minimum taxes. See notes to consolidated financial statements. 6 7 AVATAR HOLDINGS INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (Unaudited) (Dollars in thousands) Basis of Statement Presentation and Summary of Significant Accounting Policies The consolidated balance sheet as of June 30, 1994 and the related consolidated statements of operations for the six month and three month periods ended June 30, 1994 and 1993 and the consolidated statements of cash flows for the six months ended June 30, 1994 and 1993 have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statement presentation. 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. Interim results are not necessarily indicative of results for a full year. For a complete description of the Company's other accounting policies, refer to Avatar Holdings Inc.'s 1993 Annual Report on Form 10-K and the notes to Avatar's consolidated financial statements included therein. Reclassifications Certain amounts presented for 1993 have been reclassified in the financial statements for comparative purposes. Net Loss Per Common Share For the six and three months ended June 30, 1994, net loss per common share is computed on the basis of the weighted average number of shares outstanding. For the six and three months ended June 30, 1993, net loss per common share is computed on the basis of the weighted average number of shares outstanding plus common stock equivalents, if any, that would result from the dilutive effect of the assumed conversion (and associated purchase) of the 5 1/4% convertible-purchase subordinated debentures. On June 29, 1993, the Company redeemed and converted all of the 5 1/4% convertible-purchase subordinated debentures into 2,688,276 shares of common stock. The result of this redemption and conversion was dilutive for the six months and three months ended June 30, 1993. The fully diluted computation assumes the actual conversion occurred at the beginning of the period. Regulatory Assets and Regulatory Liabilities The cumulative effect of adopting FASB Statement No. 109 -- "Accounting for Income Taxes" , and FASB Statement No. 106 -- "Employers' Accounting for Postretirement Benefits Other Than Pensions" for Avatar Utilities' subsidiaries was recorded as a regulatory liability or regulatory asset in accordance with accounting procedures applicable to regulated enterprises. 7 8 Notes to Consolidated Financial Statements (Unaudited) -- continued Investments The Company classified all of its investment portfolio as trading. This category is defined as including debt and marketable equity securities held for resale in anticipation of earning profits from short-term movements in market prices. Trading account securities are carried at fair market value and both realized and unrealized gains and losses are included in net trading account profit. Investments at June 30, 1994 consist of $20,564 invested in corporate bonds rated B- or above by Moody's and/or Standard and Poor's and $12,899 invested in non-rated bonds of companies which are in bankruptcy and have defaulted as to payments of principal and interest on such bonds. These bonds are thinly traded and may require sixty to ninety days to liquidate. The portfolio also includes an unsecured claim on a company in bankruptcy of $6,290 which is not readily marketable, $1,629 of equity securities, $7,401 of money market accounts and $4,013 of U.S. Government and Agency securities. Avatar's investment portfolio at December 31, 1993 includes $20,045 invested in corporate bonds rated B- or above by Moody's and/or Standard and Poor's and $12,775 invested in non-rated bonds of companies which are in bankruptcy and have defaulted as to payments of principal and interest on such bonds. These bonds are thinly traded and may require sixty to ninety days to liquidate. The portfolio also includes an unsecured claim on a company in bankruptcy of $5,689 which is not readily marketable, $7,020 of equity securities, $1,661 of money market accounts and $3,994 of U.S. Government and Agency securities. Fair values for actively traded debt securities and equity securities are based on quoted market prices on national markets. Fair values for thinly traded investment securities are generally based on prices quoted by investment brokerage companies. Contracts, Mortgage Notes, and Other Receivables Contracts, mortgage notes, and other receivables are summarized as follows: June 30, December 31, 1994 1993 -------- -------- Contracts and mortgage notes receivable $108,597 $117,249 Notes and other receivables 5,284 5,639 -------- -------- 113,881 122,888 -------- -------- Less: Allowance for doubtful accounts 1,759 2,631 Market valuation reserve 1,618 2,082 Deferred gross profit 31,040 31,969 Other 3,478 3,210 ------ ------ 37,895 39,892 ------ ------ $75,986 $82,996 ======= ======= Notes to Consolidated Financial Statements (Unaudited) -- continued 8 9 Land and Other Inventories Inventories consist of the following: June 30, December 31, 1994 1993 --------- ------------ Land developed and in process of development $77,895 $76,145 Land held for future development or sale 37,440 37,478 Dwelling units completed or under construction 2,784 2,407 Other 1,401 1,527 ----- ----- $119,520 $117,557 ======== ======== Minority Interest in Consolidated Subsidiaries Minority interest in consolidated subsidiaries is represented by preferred stock of Avatar Utilities' subsidiaries. Total preferred stock outstanding is as follows: June 30, December 31, 1994 1993 -------- ------------ 9% Cumulative preferred stock $9,000 $9,000 Other 61 58 ------ ------ $9,061 $9,058 ====== ====== Avatar's utility subsidiary's 9% cumulative preferred stock issue provides for redemption to occur no earlier than March 1, 1997, in whole or in part; however, a minimum of $1,800 of the preferred stock must be redeemed per annum beginning in 1997. A redemption of all outstanding shares shall occur no later than March 1, 2001. Charges to operations recorded as "Other expenses" relating to preferred stock dividends of subsidiaries for the six months ended June 30, 1994 and 1993 amounted to $407 and $720, respectively, and for the three months ended June 30, 1994 and 1993 amounted to $203 and $361, respectively. 9 10 Notes to Consolidated Financial Statements (Unaudited) -- continued Income Taxes Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company's deferred income tax assets and liabilities as of June 30, 1994 are as follows: Deferred income tax assets Net operating loss carryover $7,000 Tax over book basis of land inventory 22,000 Unrecoverable land development costs 5,000 Tax over book basis of depreciable assets 5,000 Alternative minimum tax and investment tax credit carryforward 5,000 Other 3,000 ------- Total deferred income taxes 47,000 Valuation allowance for deferred income tax assets (34,000) -------- Deferred income tax assets after valuation allowance 13,000 Deferred income tax liabilities Book over tax income recognized on land sales (3,000) Deferred carrying charges on utility plant (3,000) Other (7,000) -------- Total deferred income tax liabilities (13,000) -------- Net deferred income taxes $0 ======== The provision for income taxes for the six months and three months ended June 30, 1994 consists of the following: Six Three Months Months ------ ------ Federal: Current $255 - Deferred - - ------ ------ 255 - State: Current - - Deferred - - ------ ------ Total $255 - ====== ====== 10 11 Notes to Consolidated Financial Statements (Unaudited) -- continued A reconciliation of income tax expense to the expected income tax expense at the federal rate of 34% is as follows: 1994 1993 -------- ------- Income tax expense ( credit) computed at statutory rate ($1,218) $49 Income tax effect of non-deductible dividends on preferred stock of subsidiary 139 245 State income tax (credit), net of federal effect (120) 34 Gross up tax received on contributions in aid of construction 54 - Federal and state taxes of unconsolidated subsidiary in excess of amount computed at statutory rate - 346 Change in valuation allowance on deferred tax assets 1,400 - ----- ----- Provision for income taxes $255 $674 ===== ===== Contingencies Avatar is involved in various pending litigation matters primarily arising in the normal course of its business. Although the outcome of these and the following matters cannot be determined, it is the opinion of management that the resolution of these matters will not have a material effect on Avatar's business or financial position. On October 1, 1993, the United States, on behalf of the U.S. Environmental Protection Agency, filed a civil action against a utility subsidiary of Avatar in the U.S. District Court for the Middle District of Florida. (United States vs. Florida Cities Water Company, Civil Action No. 93-281-C1) The complaint alleges that the subsidiary's wastewater treatment plant in North Fort Myers, Florida, committed various violations of the Clean Water Act, 33 U.S.C. S1251 et seq., including (1) discharge of pollutants without an operating permit from October 1, 1988 to October 31, 1989; (2) discharging from an unpermitted discharge location from November 1, 1989 until July 14, 1992; and (3) discharging pollutants in excess of permit limitations at various times from July 1991 to June of 1992. The government is seeking the statutory maximum civil penalties of $25 per day, per violation based upon the allegations. The subsidiary strongly believes that there are mitigating facts as well as valid legal defenses that could reduce or eliminate the imposition of monetary sanctions. On March 1, 1994, the Wisconsin Department of Natural Resources (the "Department") sent Avatar notice that the Department had recently issued a second Record of Decision ("ROD") in connection with the Edgerton Sand & Gravel Landfill site (the "Site"). The ROD calls for the City of Edgerton's public water supply system to be extended to the owners of private wells in the vicinity of the Site. The ROD also states that other work related to soil and groundwater remedial action would be required at the Site. The Department demanded that all potentially responsible parties ("PRPs") associated with the Site organize into a PRP group to undertake the implementation of the ROD. Avatar was previously identified as a PRP by the Department. 11 12 Notes to Consolidated Financial Statements (Unaudited) -- continued Avatar believes that it is not liable for any claims by any governmental or private party in connection with the Site. On July 22, 1994, the Company's pending litigation with Lawrence Wilkov, its former President and Chief Executive Officer, was settled. Pursuant to the settlement agreement, among other things, the litigation was dismissed with prejudice, the Company paid Mr. Wilkov $1,000 (less required tax withholding), and his employment relationship with the Company has ended. The settlement resulted in a charge to operations in the amount of $486 for the six and three months ended June 30, 1994 and is included in general and administrative expenses. 12 13 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (dollars in thousands except per share data) RESULTS OF OPERATIONS Operations for the six and three month periods ended June 30, 1994 resulted in a loss before cumulative effect of change in method of accounting for income taxes of $3,837 and $1,990 or $.42 and $.22 per share (primary) compared to a loss before cumulative effect of change in method of accounting for income taxes of $531 and $455 or $.07 and $.06 per share (primary) for the same period of 1993. The net loss for the six and three months ended June 30, 1994 totaled $3,837 and $1,990 or $.42 and $.22 per share (primary), compared to a net loss of $1,495 and $455 or $.20 and $.06 per share (primary), for the same periods of 1993. The decline in operating results for the six and three month periods ended June 30, 1994 is primarily a result of the decrease in utility revenues in comparison to the same period for 1993 due to the sale of the Midwest Water Utilities which occurred on August 31, 1993. During the first quarter of 1993, Avatar adopted FASB Statement No. 109, "Accounting for Income Taxes" which resulted in a cumulative effect loss adjustment based on the change in method of accounting for income taxes of $964 or $.13 per share (primary). Avatar's real estate revenues for the six and three months ended June 30, 1994 increased $988 or 4.6% and $837 or 8.4%, respectively, while real estate expenses increased $1,169 or 5.3% and $561 or 5.2%, respectively, when compared to the same periods of 1993. The increase in real estate revenues for the six and three month periods ended June 30, 1994 is primarily a result of a bulk land sale. The increase in real estate expenses for the six and three months periods ended June 30, 1994, when compared to the same period of 1993, is primarily a result of the overall increase in real estate revenues. Utility revenues for the six and three months ended June 30, 1994 decreased $12,945 or 46.6% and $6,410 or 45.9%, respectively, when compared to the same periods of 1993 which includes revenues of the subsidiaries sold on August 31, 1993. Utility expenses for the six and three months ended June 30, 1994 decreased $8,069 or 41.1% and $4,043 or 40.7%, respectively, when compared to the same period of 1993 which includes expenses of the subsidiaries sold on August 31, 1993. As a result of such sale, utility revenues and expenses decreased, however, continuing utility revenues and expenses for the six months and three months ended June 30, 1994, were comparable to the same period for 1993. Interest income for the six and three months ended June 30, 1994 decreased $1,173 or 17.1% and $493 or 14.7%, respectively, when compared to the same period for 1993. The decline in interest income is primarily attributable to lower average aggregate amounts outstanding in the Company's contract and mortgage notes receivable portfolio. Avatar's contracts and mortgage notes receivable portfolio amounted to $108,597 at June 30, 1994 compared to $128,005 at June 30, 1993. Trading account profit for the six and three months ended June 30, 1994 of $1,161 and $684, respectively, represents interest income and realized and unrealized gains and losses related to the investment portfolio, net of commissions payable to brokers. These investments were acquired during the fourth quarter of 1993. 13 14 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (dollars in thousands except per share data) --continued General and administrative expenses for the six and three months ended June 30, 1994 increased $1,023 or 23.1% and $787 or 33.6%, respectively, compared to the same periods of 1993. These increases are primarily attributable to an increase in professional fees, an increase in the accrual for incentive compensation and the financial settlement of a lawsuit. Refer to the Notes to Consolidated Financial Statements (Unaudited). Interest expense for the six and three months ended June 30, 1994 decreased $2,231 or 26.1% and $934 or 22.8%, respectively, compared to the same period of 1993. The decrease is primarily attributable to an overall decrease in the outstanding balance of notes, mortgage notes and other debt as a result of the sale of the Midwest Water Utilities. LIQUIDITY AND CAPITAL RESOURCES Avatar's primary business activities, which include retail land sales, land development and utility services, are capital intensive in nature. Avatar expects to fund its operations and capital requirements through a combination of cash and investment securities on hand, operating cash flows and external borrowings. Avatar has approximately $52,796 in investments which are classified as trading. The Company intends to continue to actively trade such securities in an effort to generate profits and will reinvest such profits until such time as the Company's cash requirements necessitate the use or partial use of the portfolio proceeds. A portion of the investment portfolio collateralizes a $30,000 line of credit which had an outstanding balance at June 30, 1994 of $19,500 and will mature during the fourth quarter of 1994. Avatar is in the process of securing an extension or refinancing, of its maturing bank and credit lines; however, there can be no assurance that Avatar will be able to do so. 14 15 PART II -- OTHER INFORMATION Item 1. Legal Proceedings The information, which is set forth in the last paragraph to the Notes to Consolidated Financial Statements (Unaudited) under the caption "Contingencies" in Item 1 of Part 1 of this Report, relating to the Company's settlement of pending litigation with its former President and Chief Executive Officer, is incorporated herein by reference. Item 4. Submission of Matters to a Vote of Security Holders The Company's Annual Meeting of Stockholders was held on May 26, 1994, in Coral Gables, Florida, for the purpose of electing eight directors and approving the appointment of Ernst & Young, independent accountants, as auditors for the year ending December 31, 1994. Proxies were solicited from holders of 9,095,102 outstanding shares of Common Stock as of the close of business of March 31, 1994, as described in Registrant's Proxy Statement dated April 26, 1994. All of management's nominees for directors were re- elected and the appointment of Ernst & Young was approved by the following votes: ELECTION OF DIRECTORS Shares Shares Name Voted FOR WITHHELD ------- --------- -------- Leon Levy 6,702,879 26,509 J. Edward Houston 6,700,884 28,504 Edwin Jacobson 6,700,622 28,766 Leon T. Kendall 6,702,669 26,719 Martin Meyerson 6,702,531 26,857 William M. Porter 6,701,269 28,119 Fred Stanton Smith 6,700,916 28,472 Henry King Stanford 6,700,953 28,435 APPOINTMENT OF AUDITORS Shares Voted Shares Shares Voted FOR AGAINST ABSTAINED ------------ --------- 6,712,377 4,498 12,513 Item 6. Exhibits and Reports on Form 8-K Exhibits 10(l) Settlement Agreement dated July 22, 1994, between Lawrence Wilkov and Avatar Holdings Inc., et al (Filed Herewith). 11 Statement Re: Computation of per share earnings (Filed Herewith). 15 16 Reports on Form 8-K No reports on Form 8-K were filed during the quarter ended June 30, 1994. 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. AVATAR HOLDINGS INC. Date: ___________ By: /s/Jeffrey A. Sopshin --------------------- Jeffrey A. Sopshin Assistant Vice President and Controller Date: ___________ By: /s/Charles. L. McNairy ---------------------- Charles L. McNairy Executive Vice President, Treasurer and Chief Financial Officer 16 17 Exhibits Index Exhibits 10(1) Settlement Agreement dated July 22, 1994, between Lawrence Wilkov and Avatar Holdings Inc., et al 18 11 Statement Re: Computation of per share earnings 38 17