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 September 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 October 31, 1994. 1 of 17 2 AVATAR HOLDINGS INC. AND SUBSIDIARIES INDEX PAGE PART I. Financial Information Item 1. Financial Statements (Unaudited): Consolidated Balance Sheets -- September 30, 1994 and December 31, 1993.......... 3 Consolidated Statements of Operations -- Nine months and three months ended September 30, 1994 and 1993..................................... 4 Consolidated Statements of Cash Flows -- Nine months ended September 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 6. Exhibits and Reports on Form 8-K......... 15 Exhibit Index....................................... 16 2 3 PART I -- FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS AVATAR HOLDINGS INC. AND SUBSIDIARIES Consolidated Balance Sheets Unaudited (Dollars in thousands) September 30, December 31, 1994 1993 Assets Cash $3,629 $7,178 Restricted cash 1,375 1,442 Investments 53,472 51,184 Contracts, mortgage notes and other receivables, net 73,122 82,996 Land and other inventories 121,896 117,557 Property, plant and equipment, net 183,300 178,940 Other assets 17,096 15,460 Regulatory assets 7,437 7,437 -------- -------- Total assets $461,327 $462,194 ======== ======== Liabilities and Stockholders' Equity Notes, mortgage notes and other debt: Real estate and corporate $97,945 $96,768 Utilities 37,399 38,789 Estimated development liability for sold land 18,791 19,331 Accrued and other liabilities 34,043 27,558 Deferred customer betterment fees 19,327 19,537 Minority interest in consolidated subsidiaries 9,061 9,058 Regulatory liabilities 4,423 4,447 -------- -------- Total liabilities 220,989 215,488 Commitments and contingent liabilities Contributions in aid of construction 63,043 63,334 Stockholders' Equity, net 177,295 183,372 -------- -------- Total Liabilities and Stockholders' Equity $461,327 $462,194 ======== ======== See notes to consolidated financial statements. 3 4 AVATAR HOLDINGS INC. AND SUBSIDIARIES Consolidated Statements of Operations For the Nine Months and Three Months Ended September 30, 1994 and 1993 (Unaudited) (Dollars in thousands except per share data) Nine months Three Months 1994 1993 1994 1993 Revenues: Real estate sales $31,955 $30,758 $9,593 $9,384 Deferred gross profit (1,752) (1,609) (523) (368) Utility revenues 21,593 39,207 6,743 11,412 Interest income 8,477 10,378 2,784 3,512 Gain on sale of subsidiaries - 22,174 - 22,174 Trading account profit, net 1,750 - 589 - Other 448 728 130 221 ------ ------- ------ ------ Total revenues 62,471 101,636 19,316 46,335 Expenses: Real estate expenses 34,426 33,112 11,405 11,260 Utility expenses 17,186 28,126 5,643 8,514 General and administrative expenses 7,865 6,428 2,418 2,004 Interest expense 8,461 12,303 2,142 3,753 Other 610 1,061 203 341 ------ ------- ------ ------ Total expenses 68,548 81,030 21,811 25,872 ------ ------- ------ ------ Income (loss) before income taxes and cumulative effect of change in method of accounting for income taxes (6,077) 20,606 (2,495) 20,463 Provision (credit) for income taxes - 10,792 (255) 10,118 ------ ------- ------ ------ Income (loss) before cumulative effect of change in method of accounting for income taxes (6,077) 9,814 (2,240) 10,345 Cumulative effect of change in method of accounting for income taxes - (964) - - ------ ------- ------ ------ Net income (loss) ($6,077) $8,850 ($2,240) $10,345 ======== ======= ======== ======= Per share amounts: Income (loss) before cumulative effect of change in method of accounting for income taxes ($.67) $.98 ($.25) $1.03 Cumulative effect of change in method of accounting for income taxes - (.10) - - -------- ------- -------- ------- Net income (loss) ($.67) $.88 ($.25) $1.03 ======== ======= ======== ======= See notes to consolidated financial statements. 4 5 AVATAR HOLDINGS INC. AND SUBSIDIARIES Consolidated Statements of Cash Flows (Unaudited) (Dollars in Thousands) For the nine months ended September 30, 1994 1993 OPERATING ACTIVITIES Net income (loss) ($6,077) $8,850 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Gain on sale of subsidiaries - (22,174) Depreciation and amortization 5,967 5,319 Deferred gross profit 1,752 1,609 Provision for deferred income taxes - 10,792 Cost of sales not requiring cash 1,627 906 Cumulative effect of change in method of accounting for income taxes - 964 Trading account profit (2,288) - Interest capitalization (1,180) - Changes in operating assets and liabilities: Decrease in restricted cash 67 397 Principal payments on contracts receivable 15,483 16,426 Increase in receivables (7,664) (10,702) Decrease in other receivables 303 4,704 Increase in inventories (5,327) (4,231) Increase in other assets (1,635) (2,536) Increase in accounts payable and accrued and other liabilities 6,251 3,853 ------- ------- NET CASH PROVIDED BY OPERATING ACTIVITIES 7,279 14,177 INVESTING ACTIVITIES Investment in property, plant, and equipment (10,618) (7,346) Proceeds from sale of subsidiaries - 59,723 Investment in marketable securities - (25,131) Proceeds from the sale of marketable securities - 17,444 -------- -------- NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES (10,618) 44,690 FINANCING ACTIVITIES Net proceeds from revolving lines of credit and long-term borrowings 14,463 12,869 Principal payments on revolving lines of credit and long-term borrowings (14,673) (41,350) Purchase of 8% debentures - (30) Purchase of 9% debentures - (1,106) Net proceeds from issuance of common stock in conjunction with the redemption/conversion of 5 1/4% debentures - 30,348 Purchase of treasury stock - (27,000) ------- -------- NET CASH USED IN FINANCING ACTIVITIES (210) (26,269) ------- -------- (DECREASE) INCREASE IN CASH (3,549) 32,598 ------- -------- Cash at beginning of period 7,178 2,644 ------- -------- CASH AT END OF PERIOD $3,629 $35,242 ======= ======== 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 nine months ended September 30, Cash paid during the period for: 1994 1993 Interest $6,041 $11,327 ====== ======= Income taxes (1) $276 $705 ====== ======= SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES 1994 1993 Redemption/conversion of 5 1/4% - $30,917 debentures ====== ======= Contributions in aid of construction $859 $2,258 ====== ======= (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 sheets as of September 30, 1994 and December 31, 1993 and the related consolidated statements of operations for the nine month and three month periods ended September 30, 1994 and 1993 and the consolidated statements of cash flows for the nine months ended September 30, 1994 and 1993 have been prepared in accordance with generally accepted accounting principles for interim financial information and 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 Income/Loss Per Common Share For the nine and three months ended September 30, 1994, net loss per common share is computed on the basis of the weighted average number of shares outstanding of 9,095,102. For the nine and three months ended September 30, 1993, net income per common share is computed on the basis of the weighted average number of shares outstanding plus common stock equivalents. 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. As a result of this redemption and conversion, the weighted average number of shares outstanding for the nine and three months ended September 30, 1993 of 10,088,688 and 10,081,556, respectively, assumed 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 September 30, 1994 consist of $21,851 invested in corporate bonds rated B- or above by Moody's and/or Standard and Poor's and $17,064 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 non-rated bonds are thinly traded and may require sixty to ninety days to liquidate. The portfolio also includes $10,623 of equity securities, $1,994 of money market accounts and $1,940 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 non- rated 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: September 30, December 31, 1994 1993 Contracts and mortgage notes receivable $104,823 $117,249 Notes and other receivables 5,181 5,639 -------- -------- 110,004 122,888 -------- -------- Less: Allowance for doubtful accounts 1,374 2,631 Market valuation reserve 1,387 2,082 Deferred gross profit 30,958 31,969 Other 3,163 3,210 -------- -------- 36,882 39,892 -------- -------- $73,122 $82,996 ======== ======== 8 9 Notes to Consolidated Financial Statements (Unaudited) -- continued Land and Other Inventories Inventories consist of the following: September December 1994 1931 Land developed and in process of development $79,518 $76,145 Land held for future development or sale 37,608 37,478 Dwelling units completed or under construction 3,323 2,407 Other 1,447 1,527 -------- -------- $121,896 $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: September 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 nine months ended September 30, 1994 and 1993 amounted to $610 and $1,061, respectively, and for the three months ended September 30, 1994 and 1993 amounted to $203 and $341, 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 September 30, 1994 are as follows: Deferred income tax assets Net operating loss carryover $9,000 Tax over book basis of land inventory 21,000 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 2,000 ------- Total deferred income taxes 47,000 Valuation allowance for deferred income tax assets (35,000) ------- Deferred income tax assets after valuation allowance 12,000 Deferred income tax liabilities Book over tax income recognized on land sales (3,000) Deferred carrying charges on utility plant (3,000) Other (6,000) --------- Total deferred income tax liabilities (12,000) --------- Net deferred income taxes $0 ========= The provision for income taxes for the nine months and three months ended September 30, 1994 consists of the following: Nine 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 ($2,066) $7,006 Income tax effect of non-deductible dividends on preferred stock of subsidiary 207 338 State income tax (credit), net of federal effect (209) 1,090 Gross up tax received on contributions in aid of construction 68 - Difference between book and tax basis of midwest utilities - 2,066 Federal and state taxes of unconsolidated subsidiary in excess of amount computed at statutory rate - 292 Change in valuation allowance on deferred tax assets 2,000 - ----- ------- Provision for income taxes $0 $10,792 ===== ======= 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. Sect. 1251 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 1992. The government is seeking the statutory maximum civil penalties of $25 per day, per violation based upon the allegations. Based upon the information currently available to it, Avatar believes that there are mitigating facts as well as 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. On November 1, 1994, certain private parties filed a civil action against Avatar in Rock County 11 12 Notes to Consolidated Financial Statements (Unaudited) -- continued Circuit Court, Wisconsin. (Alderman, et al vs. Avatar Holdings Inc., et al, Civil Action Case No. 94 CV 675). The plaintiffs allege that Avatar and the other named defendants (1) are PRP's identified by the Department; (2) dumped hazardous substances which contaminated the groundwater source used by the plaintiffs; and (3) committed trespass with the contamination. The plaintiffs are seeking compensatory and punitive damages, attorney's fees, costs and other disbursements for bringing the action and other just and equitable relief. Based upon the information currently available to it, Avatar believes that it is not liable for any claims by any government or private parties in connection with the Site and intends to vigorously defend this action. 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, and his employment relationship with the Company has ended. The settlement resulted in a charge to operations in the amount of $486 for the nine months ended September 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 nine and three month periods ended September 30, 1994, resulted in a loss before cumulative effect of change in method of accounting for income taxes of $6,077 and $2,240 or $.67 and $.25 per share compared to income before cumulative effect of change in method of accounting for income taxes of $9,814 and $10,345 or $.98 and $1.03 per share for the same period of 1993. Operations for the nine and three month periods ended September 30, 1993 includes the pre-tax gain on the sale of the Midwest Water Utilities subsidiaries (the "subsidiaries") of $22,174. Exclusive of the gain on the subsidiaries sale, income before taxes and the cumulative effect of change in method of accounting for income taxes resulted in a loss of $6,077 and $2,240 for the nine and three months ended September 30, 1994, compared to a loss of $1,568 and $1,711 for the same periods of 1993. The net loss for the nine and three months ended September 30, 1994 totaled $6,077 and $2,240 or $.67 and $.25 per share, compared to net income of $8,850 and $10,345 or $.88 and $1.03 per share, for the same periods of 1993. Net of the subsidiaries sale, the net loss for the nine months and three months ended September 30, 1993, totaled $2,824 and $1,329, respectively. The decline in operating results for the nine and three month periods ended September 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. On January 1, 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 $.10 per share. Avatar's real estate revenues for the nine and three months ended September 30, 1994, increased $1,197 or 3.9% and $209 or 2.2%, respectively, while real estate expenses increased $1,314 or 4.0% and $145 or 1.3%, respectively, when compared to the same periods of 1993. The increase in real estate revenues for the nine and three month periods ended September 30, 1994, is primarily a result of a bulk land sale. The increase in real estate expenses for the nine and three months periods ended September 30, 1994, when compared to the same period of 1993, is primarily a result of an increase in cost of sales due to the increase in real estate sales. Utility revenues, net of the utilities sale, for the nine and three months ended September 30, 1994, decreased $17,614 or 44.9% and $4,669 or 40.9%, respectively, when compared to the same periods of 1993, which includes revenues of the subsidiaries sold on August 31, 1993. Utility expenses for the nine and three months ended September 30, 1994, decreased $10,940 or 38.9% and $2,871 or 33.7%, 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 nine months and three months ended September 30, 1994, were comparable to the same period for 1993. Interest income for the nine and three months ended September 30, 1994, decreased $1,901 or 18.3% and $728 or 20.7%, 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 $104,823 at September 30, 1994, compared to $123,635 at September 30, 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 Trading account profit for the nine and three months ended September 30, 1994, of $1,750 and $589, 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. General and administrative expenses for the nine and three months ended September 30, 1994, increased $1,437 or 22.4% and $414 or 20.7%, 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. Interest expense for the nine and three months ended September 30, 1994, decreased $3,842 or 31.2% and $1,611 or 42.9%, respectively, compared to the same period of 1993. The decrease is primarily attributable to the capitalization of interest associated with development and construction costs of an Avatar project of approximately $1,180 and 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. Other expense for the nine and three months ended September 30, 1994 decreased $451 or 42.5% and $138 or 40.5%, respectively, compared to the same period of 1993. This is primarily attributable to the decrease in preferred stock dividends of subsidiaries due to the sale of the utilities subsidiaries. LIQUIDITY AND CAPITAL RESOURCES Avatar's primary business activities, which include housing, vacation ownership and retail land sales, land development, resort operations 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 $53,472 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 September 30, 1994, of $24,500 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 6. Exhibits and Reports on Form 8-K Exhibits 27 Financial Data Schedule (Filed Herewith). Reports on Form 8-K No reports on Form 8-K were filed during the quarter ended September 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: November 11, 1994 By: /s/ Jeffrey A. Sopshin ------------------------ Jeffrey A. Sopshin Assistant Vice President and Controller Date: November 11, 1994 By: /s/ Charles L. McNairy ------------------------ Charles L. McNairy Executive Vice President, Treasurer and Chief Financial Officer 15 16 Exhibit Index EXHIBIT PAGE 27 Financial Data Schedule...................... 17 16