SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarter ended August 31, 2001
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file no. 1-8846
CALTON, INC.
(Exact name of registrant as specified in its charter)
NEW JERSEY 22-2433361
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
2013 INDIAN RIVER BLVD.
VERO BEACH, FLORIDA 32960
(Addresses of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code: (561) 794-1414
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 by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes [X] No [ ]
As of October 11, 2001, 4,480,354 shares of Common Stock were outstanding.
CALTON, INC. AND SUBSIDIARIES
INDEX
Page No.
--------
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheets at
August 31, 2001 and November 30, 2000 .......................... 3
Consolidated Statements of Operations for the
Three Months Ended August 31, 2001 and 2000..................... 4
Consolidated Statements of Operations for the
Nine Months Ended August 31, 2001 and 2000...................... 5
Consolidated Statements of Cash Flows for the
Nine Months Ended August 31, 2001 and 2000...................... 6
Consolidated Statement of Changes in Shareholders'
Equity for the Nine Months Ended August 31, 2001............... 7
Notes to Consolidated Financial Statements...................... 8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations................... 13
Item 3. Quantitative and Qualitative Disclosures About Market Risk...... 18
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K................................ 19
SIGNATURES...................................................................... 20
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Certain information included in this report and other Company filings
(collectively, "SEC filings") under the Securities Act of 1933, as amended, and
the Securities Exchange Act of 1934, as amended (as well as information
communicated orally or in writing between the dates of such SEC filings)
contains or may contain forward looking information that is subject to certain
risks, trends and uncertainties that could cause actual results to differ
materially from expected results. Among these risks, trends and uncertainties
are matters related to the indemnification provisions in connection with the
Company's sale of Calton Homes, Inc., national and local economic conditions,
the lack of an established operating history for the Company's current business
activities, conditions and trends in the Internet and technology industries in
general, the effect of governmental regulation on the Company and the risks
described under the caption "Certain Risks" in the Company's Annual Report on
Form 10-K for the fiscal year ended November 30, 2000 and under the caption
"Factors Affecting Calton, Inc.'s Operating Results, Business Prospects and
Market Price of Stock" in this report.
--------------------------------------------------------------------------------
2
Item 1. FINANCIAL STATEMENTS
CALTON, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
August 31, November 30,
2001 2000
------------ ------------
(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents $ 6,963,000 $ 32,190,000
Holdback receivable 514,000 1,289,000
Accounts receivable, net of allowance for doubtful accounts of $405,000
and $122,000 at August 31, 2001 and November 30, 2000, respectively 755,000 760,000
Refundable income taxes 362,000 --
Prepaid expenses and other assets 243,000 218,000
------------ ------------
Total current assets 8,837,000 34,457,000
Property and equipment, net 832,000 638,000
Cost method investment 500,000 --
Goodwill, net 119,000 --
Other assets 2,000 5,000
------------ ------------
Total assets $ 10,290,000 $ 35,100,000
============ ============
LIABILITIES, MINORITY INTEREST AND SHAREHOLDERS' EQUITY
Accounts payable, accrued expenses and other liabilities $ 740,000 $ 1,384,000
Deferred taxes 1,103,000 741,000
------------ ------------
Total current liabilities 1,843,000 2,125,000
------------ ------------
Minority interest -- 88,000
------------ ------------
Commitments and Contingencies
SHAREHOLDERS' EQUITY
Preferred Stock -- --
Common stock, $.05 par value, 10,740,000 shares authorized;
4,475,000 and 4,132,000 shares outstanding at August 31, 2001
and November 30, 2000, respectively 229,000 207,000
Additional paid in capital 12,942,000 33,364,000
Retained earnings 5,387,000 9,055,000
Less cost of shares held in treasury, 1,719,000 and 1,615,000 shares
as of August 31, 2001 and November 30, 2000, respectively (10,111,000) (9,739,000)
------------ ------------
Total shareholders' equity 8,447,000 32,887,000
------------ ------------
Total liabilities, minority interest and shareholders' equity $ 10,290,000 $ 35,100,000
============ ============
The accompanying notes are an integral part of these financial statements.
3
CALTON INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months ended August 31, 2001 and 2000
(Unaudited)
2001 2000
----------- -----------
Revenue
Homebuilding consulting fees $ 325,000 $ 325,000
Web design and implementation 208,000 333,000
Technical staffing 734,000 267,000
Other 61,000 139,000
----------- -----------
1,328,000 1,064,000
----------- -----------
Costs and expenses
Project personnel and expenses 614,000 413,000
Selling, general and administrative 2,334,000 2,722,000
----------- -----------
2,948,000 3,135,000
----------- -----------
Loss from operations (1,620,000) (2,071,000)
Other expense (income)
Interest income (157,000) (535,000)
Loss on disposition of securities -- 210,000
----------- -----------
Loss before minority interest and income taxes (1,463,000) (1,746,000)
Minority interest -- (192,000)
----------- -----------
Loss before income taxes (1,463,000) (1,554,000)
Income tax benefit -- (205,000)
----------- -----------
Net loss $(1,463,000) $(1,349,000)
=========== ===========
Basic and diluted loss per share $ (0.33) $ (0.32)
=========== ===========
Weighted average number of shares outstanding
Basic and diluted 4,396,000 4,261,000
</Table>
The accompanying notes are an integral part of these financial statements.
4
CALTON INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Nine Months ended August 31, 2001 and 2000
(Unaudited)
2001 2000
----------- -----------
Revenue
Homebuilding consulting fees $ 975,000 $ 975,000
Web design and implementation $ 932,000 887,000
Technical staffing $ 2,281,000 267,000
Other $ 94,000 144,000
----------- -----------
4,282,000 2,273,000
----------- -----------
Costs and expenses
Project personnel and expenses 1,955,000 802,000
Selling, general and administrative 7,086,000 5,833,000
----------- -----------
9,041,000 6,635,000
----------- -----------
Loss from operations (4,759,000) (4,362,000)
Other expense (income)
Interest income (1,003,000) (1,593,000)
Loss on disposition of securities -- 718,000
----------- -----------
Loss before minority interest and income taxes (3,756,000) (3,487,000)
Minority interest (88,000) (192,000)
----------- -----------
Loss before income taxes $(3,668,000) $(3,295,000)
Income tax benefit -- (205,000)
----------- -----------
Net loss (3,668,000) (3,090,000)
=========== ===========
Basic and diluted loss per share $ (0.86) $ (0.72)
=========== ===========
Weighted average number of shares outstanding
Basic and diluted 4,245,000 4,299,000
</Table>
The accompanying notes are an integral part of these financial statements.
5
CALTON, INC. AND SUBSIDIARUES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Months Ended August 31, 2001 and 2000
(Unaudited)
2001 2000
------------ ------------
OPERATING ACTIVITIES
Net loss $ (3,668,000) $ (3,090,000)
Adjustments to reconcile net loss to cash used in operating activities
Minority interest (88,000) (192,000)
Stock options issued for consulting services 367,000 25,000
Loss on disposition of securities -- 718,000
Impairment of goodwill -- 119,000
Provision for uncollectible receivables 335,000 --
Depreciation and amortization 160,000 103,000
Increase in accounts receivable (330,000) (541,000)
Increase in prepaid expenses and other assets (22,000) (241,000)
Increase in income taxes receivable -- (205,000)
Decrease in notes receivable -- 104,000
Change in net assets/liabilities of discontinued operations -- (224,000)
Increase (decrease) in accounts payable, accrued
expenses and other liabilities (644,000) 317,000
------------ ------------
Net cash used in operating activities (3,890,000) (3,107,000)
INVESTING ACTIVITIES
Sale of available for sale securities -- 1,346,000
Receipts from holdback receivable and third parties 1,402,000 1,062,000
Investment in Miresco (500,000) --
Payments for Centex warranty claims (627,000) --
Purchase of available for sale securities -- (967,000)
Acquisition of business, net of cash acquired -- (138,000)
Purchase of property and equipment (346,000) (436,000)
------------ ------------
Net cash (used in) provided by investing activities (71,000) 867,000
FINANCING ACTIVITIES
Stock repurchase (372,000) (596,000)
Payment of cash dividend (22,375,000) --
Capital contributed by minority owners of
Innovation Growth Partners -- 500,000
Shares repurchased upon recapitalization -- (10,000)
Proceeds from the exercise of stock options 1,481,000 149,000
------------ ------------
Net cash (used in) provided by financing activities (21,266,000) 43,000
Net decrease in cash and cash equivalents (25,227,000) (2,197,000)
Cash and cash equivalents at beginning of period 32,190,000 33,786,000
------------ ------------
Cash and cash equivalents at end of period $ 6,963,000 $ 31,589,000
============ ============
NON-CASH INVESTING AND FINANCING ACTIVITIES
Goodwill resulting from the issuance of stock options
to minority owners of PrivilegeONE $ 127,000 $ --
Conversion of CorVu and PrivilegeONE notes receivable into investments $ -- $ 338,000
The accompanying notes are an integral part of these financial statements.
6
CALTON, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
Nine Months Ended August 31, 2001
(Unaudited)
(Amounts in thousands)
Accumu-
lated-
Other Total
Common Stock Additional Compre- Share- Compre-
-------------------- Paid In Retained Treasury hensive holders' hensive
Shares Amount Capital Earnings Stock Loss Equity Loss
-------- -------- ---------- -------- -------- ------- -------- ========
Balance,
November 30, 2000 4,132 $ 207 $ 33,364 $ 9,055 $ (9,739) $ -- $ 32,887 $ --
Net Loss -- -- -- (3,668) -- -- (3,668) (3,668)
Dividend declared -- -- (22,375) -- -- -- (22,375) --
Issuance of Stock upon
exercise of stock options 447 22 1,459 -- -- -- 1,481 --
Stock options issued pursuant to
acquisition of minority interest -- -- 127 -- -- -- 127 --
Stock options issued
for services -- -- 367 -- -- -- 367 --
Less: Purchase of
treasury stock (104) -- -- -- (372) -- (372) --
--------
Comprehensive Loss -- -- -- -- -- -- -- $ (3,668)
-------- -------- -------- -------- -------- ---- -------- ========
Balance,
August 31, 2001 4,475 $ 229 $ 12,942 $ 5,387 $(10,111) $ -- $ 8,447
======== ======== ======== ======== ======== ==== ========
The accompanying notes are an integral part of these financial statements.
7
CALTON, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for
interim financial information and in accordance with the instructions to
Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include
all the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management,
all adjustments (consisting of normal recurring adjustments) considered
necessary to summarize fairly the Company's financial position as of August
31, 2001, and the results of operations and cash flows for the three and
nine months ended August 31, 2001 and August 31, 2000 have been included.
These interim financial statements should be read in conjunction with the
consolidated financial statements and related notes included in the
Company's Annual Report on Form 10-K, as filed with the Securities and
Exchange Commission on February 26, 2001. Operating results for the three
and nine months ended August 31, 2001 are not necessarily indicative of the
results that may be expected for the year ended November 30, 2001. Certain
reclassifications have been made to prior years' financial statements in
order to conform with the fiscal 2001 presentation.
2. ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS
In July 2001 the Financial Accounting Standards Board issued SFAS No. 141
Business Combinations and SFAS No. 142 Goodwill and Other Intangible Assets.
SFAS No. 141 requires business combinations initiated after June 30, 2001 to
be accounted for using the purchase method of accounting and broadens the
criteria for recording intangible assets separate from goodwill. SFAS No.
142 requires the use of a nonamortization approach to account for purchased
goodwill and certain intangibles. Under a nonamortization approach, goodwill
and certain intangibles will not be amortized into results of operations,
but instead would be reviewed for impairment and written down and charged to
results of operations only in the periods in which the recorded value of
goodwill and certain intangibles is more than its fair value. The provisions
of each statement, which apply to goodwill and intangible assets acquired
prior to June 30, 2001, will be effective for the Company in fiscal 2003.
Management does not expect these standards, when implemented, to have a
material effect on its future results of operations or financial position.
3. ADDITIONAL COST METHOD INVESTMENT
During June 2001, Innovation Growth Partners, LLC ("IGP") (formerly
Innovation Technology Partners, LLC) borrowed $500,000 under the revolving
promissory note with the Company (the "IGP" Note) and used the funds to
acquire a 5% interest in Miresco Investment Services, Inc. ("Miresco").
Miresco designs, imports and sells high quality area rugs throughout the
United States at large furniture stores, which are holding liquidation
sales. The $500,000 investment is being used to help distribute their
product directly to furniture stores, which is a new market for Miresco.
The Company is accounting for this investment on the cost method basis.
8
4. ADDITIONAL EQUITY INVESTMENT
In February 2001, the Company made an additional equity investment in
PrivilegeONE Networks, LLC ("PrivilegeONE") which increased the Company's
direct and indirect ownership to 75.4%. In May 2001, the Company acquired
the remaining minority interest in PrivilegeONE, making it a wholly-owned
subsidiary. Prior to these investments, the Company already held a
controlling ownership percentage and, accordingly, fully consolidates
PrivilegeONE's balance sheet, results of operations and cash flows with the
consolidated financial statements of the Company. PrivilegeONE is in the
process of developing a customer loyalty program for automobile dealers,
which includes the PrivilegeONE co-branded visa card to be issued by Fleet
Credit Card Services, L.P. ("Fleet").
As consideration for the remaining minority interest in PrivilegeONE, the
Company granted options to purchase 200,000 shares of the Company's Common
Stock at a price of $4.02 to the former minority owners of PrivilegeONE. The
options were fully vested, become exercisable six months after the grant
date, and have a term of five years. The Company applied the purchase method
of accounting to record this acquisition of minority interest and recorded
goodwill of $127,000, based on a Black-Scholes option pricing model, with
the following assumptions: discount rate of 4.827%; volatility of 80%;
option life of five years. In addition to the grant of the options, the
terms of the purchase required the Company to make certain guarantees and
commitments to Fleet, pursuant to the visa card agreement (see Note 9).
5. NET LOSS PER SHARE
Basic net loss per share is computed by dividing net loss by the weighted
average number of common shares outstanding during the period. Dilutive net
loss per share is computed using the weighted average number of common
shares outstanding during the period, plus the dilutive effect of common
stock equivalents. Common stock equivalent shares consist of stock options
and warrants. For the nine months ended August 31, 2001, options and
warrants to purchase 692,200 shares of common stock were excluded from the
calculation of loss per share, as their inclusion would be antidilutive.
6. SEGMENT REPORTING
The Company accounts for reportable segments using the "management
approach". The management approach focuses on disclosing financial
information that the Company's management uses to make decisions about the
Company's operating matters. As of August 31, 2001, the Company operates
primarily in three business segments, as follows:
eCalton.com, Inc. ("eCalton") is a wholly owned subsidiary of the Company.
Revenues of eCalton are derived from designing Web pages and providing
Internet strategy-consulting services. In addition, eCalton earns revenues
by providing technical staffing to clients in the Houston, Texas area. A few
large customers have accounted for a significant portion of eCalton's
revenues. During the nine months ended August 31, 2001, revenues from four
customers accounted for approximately 57% of total revenues from Web design
and implementation, and technical staffing. As of August 31, 2001, two
customers accounted for 34% of the trade receivables of eCalton.
PrivilegeONE is a wholly owned subsidiary of the Company. PrivilegeONE was
formed in 1999 to develop customer loyalty programs for automobile dealers,
including the issuance of a co-branded credit card, which displays the name
of the individual automobile dealership. At this time,
9
PrivilegeONE operations consist solely of start up activities, and its
entire loss has been included in the Company's consolidated results of
operations.
The Company also provides corporate consulting services to the purchaser of
Calton Homes, Inc., which was sold by the Company in December 1998. In
addition, the Company owns a 51% interest in IGP, an entity established to
provide management and consulting services to entrepreneurial and
development stage companies, as well as acquiring controlling interests in
certain entities that IGP consults with. Since the first quarter of fiscal
2001, the Company has recognized 100% of IGP's losses, as the Company is
unable to pass these losses through to the IGP minority members. Because
IGP's operations are currently similar to those of the Company's corporate
activities, the results of operations for IGP, and IGP controlled companies,
are included in the results of operations for the corporate and consulting
services segment. As IGP controlled companies, such as MindSearch, become
operational, the Company expects to consider segment reporting for these
businesses.
The Company has no foreign operations.
Operating results, by segment, for the nine months ended August 31, 2001 and
August 31, 2000 are as follows (in thousands):
Nine months ended August 31, 2001
-------------------------------------------------------------
Internet Loyalty
Business and Corporate
Solutions Credit and
and Card Consulting Total
Staffing Business Services Company
-------- -------- ---------- -------
Total revenues $ 3,213 $ -- $ 1,069 $ 4,282
Total cost of revenues 1,955 -- -- 1,955
Depreciation and amortization 94 5 61 160
Loss from operations (1,083) (1,793) (1,883) (4,759)
Interest income -- 1 1,002 1,003
Net loss (1,083) (1,793) (792) (3,668)
Nine months ended August 31, 2000
-------------------------------------------------------------
Internet Loyalty
Business and Corporate
Solutions Credit and
and Card Consulting Total
Staffing Business Services Company
-------- -------- ---------- -------
Total revenues $ 1,155 $ -- $ 1,118 $ 2,273
Total cost of revenues 802 -- -- 802
Depreciation and amortization 70 3 30 103
Loss from operations (1,878) (1,095) (1,389) (4,362)
Interest income -- -- 1,593 1,593
Loss on sale of securities -- -- (718) (718)
Net loss (1,878) (1,095) (117) (3,090)
10
7. LIQUIDATING DIVIDEND
On May 31, 2001, the Company's Board of Directors declared a liquidating
dividend ("dividend") of $5.00 per share to all shareholders of record on
June 20, 2001, payable on July 5, 2001. The total amount distributed
pursuant to the dividend was approximately $22.4 million. The dividend has
been characterized as a liquidating dividend, as it is considered a return
of capital rather than a distribution of retained earnings. Consequently,
the consolidated balance sheet and statement of shareholders' equity reflect
a reduction of additional paid in capital, rather than a reduction of
retained earnings. This dividend has reduced the Company's capacity for
acquisitions, in terms of both the number of acquisitions the Company will
be able to make, and the size of those acquisitions.
8. SHAREHOLDERS EQUITY
In conjunction with the dividend, the Company's Board of Directors modified
certain existing option grants so that the options became exercisable.
However, the shares received upon the option exercise are subject to
forfeiture restrictions until the remaining vesting period of the options is
satisfied. Until these shares vest, if the employee is terminated or leaves
the Company, the Company shall have the right to purchase from the employee
the unvested shares at the average of the high and low sales prices of the
Company's Common Stock on the American Stock Exchange on July 6, 2001, which
was $1.20. Under the provisions of APB 25 and related interpretations, this
modification had no accounting consequences.
9. COMMITMENTS AND CONTINGENT LIABILITIES
As a result of the sale of the homebuilding business in December 1998, the
Company is required to indemnify the purchaser for, among other things,
certain liabilities that arise out of events occurring prior to the closing
of the sale, including certain warranty claims. Arbitration of certain
indemnity claims made by the purchaser was scheduled for March 2001, but has
since been postponed to continue settlement negotiations. During May 2001,
the Company and the purchaser resolved certain disputes, and the purchaser
released to the Company approximately $1,034,000 from the Specific Indemnity
Fund. During the three months ended August 31, 2001, the Company received
$368,000 from insurance companies and other third parties who share in the
responsibility for repairing certain homeowner claims. Additionally, during
the nine months ended August 31, 2001, the Company paid warranty claims of
approximately $627,000, which had been previously reserved for against the
holdback receivable. At this time, the Company and purchaser are continuing
discussions to settle the remaining unresolved warranty and other issues.
In connection with the February 2001 acquisition of the remaining minority
interest in PrivilegeONE (see Note 4), the Company agreed to make certain
commitments and guarantees, as follows. In conjunction with the execution of
a credit card processing agreement with Fleet Credit Card Services, L.P.
("Fleet"), the Company committed to Fleet that PrivilegeONE would be
capitalized with no less than $500,000 for the original five year term of
the agreement. The Company expects to maintain no more than the required
minimum capitalization for PrivilegeONE. The Company also agreed to maintain
a contingency reserve fund equal to three and one-half percent of all net
revenues received by PrivilegeONE, in an amount not to exceed $1,500,000. At
this time, PrivilegeONE has no revenues and, accordingly, the Company has
not yet established a contingency reserve. Furthermore, the agreement
requires the Company to reimburse Fleet for Fleet's software and other
development costs to implement the program, in
11
an amount not to exceed $350,000. At this time, the Company has paid Fleet
$221,000 for their software and development costs, pursuant to the visa card
program.
10. SUBSEQUENT EVENTS
During September 2001, the Company entered into an agreement with Automated
Information Management, Inc. ("AIM") , whereby the Company advanced $750,000
to AIM in return for a convertible promissory note and a warrant. AIM is
primarily engaged in the design, engineering, installation and maintenance
of telecommunications infrastructure. AIM not only provides engineering and
design services for telecommunication companies, but also provides mapping
and information technology services to the industry. The note is mandatorily
convertible into 1,000,000 shares of AIM common stock no later than five
days after the Company is given notice that a proposed registration of these
shares is declared effective by the Securities and Exchange Commission. In
the event the registration of the shares is not completed by June 14, 2002,
the Company can demand repayment in full, including interest at LIBOR plus
1%. The warrant is for 1,059,660 shares of AIM common stock, at an exercise
price of $2.12 per share, exercisable at any time from the date of issuance
through a term of three years. Upon certain terms and conditions, the
Company may be required to distribute to the Company's shareholders some of
the shares of AIM common stock that would be issued upon conversion of the
promissory note.
During September, 2001 the Company restructured its agreement with IGP, as
follows:
o Under the terms of the IGP Note, the Company advanced an additional
$250,000 to be used specifically for funding IGP's additional
investment in MindSearch, LLC ("MindSearch"). In addition, the
minority partners of IGP raised $750,000 of third party capital to
complete the funding necessary to launch the operations of
MindSearch. At this time, the outstanding principal balance of the
IGP Note is $1,325,000.
o On December 1, 2001, the $1,325,000 outstanding principal balance of
the IGP Note will be converted to a Class A membership interest in
IGP. The Class A membership interest will entitle the Company to a
preferred return equal to the lesser of prime rate plus one percent
per annum, or ten percent per annum. In addition, the Company shall
receive 75% of IGP's proceeds from investees until such time as the
Class A membership interest has been repaid in full.
o In addition, the Company advanced $1,100,000 to IGP in exchange for
a Class B membership interest, and the minority members of IGP
contributed an additional $300,000 in exchange for a Class B
membership interest. The Class B membership interest is subordinate
to the Class A membership interest.
o The Company was released from any further obligation to advance
funds under the IGP Note.
12
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED AUGUST 31, 2001
AND 2000
Revenues for the three months ended August 31, 2001 and August 31, 2000 were
$1,328,000 and $1,064,000, respectively. Revenues for the nine months ended
August 31, 2001 and August 31, 2000 were $4,282,000 and $2,273,000,
respectively. The primary reason for the increase in fiscal 2001 compared to
2000, for both the quarter and nine months, was the revenue associated with
the eCalton technical staffing division. For the quarter and nine months
ended August 31, 2001, the eCalton technical staffing division generated
revenues of $734,000 and $2,281,000, respectively. For both the quarter and
nine months ended August 31, 2000, the eCalton technical staffing division
generated revenues of $267,000, as the Company began operating this business
during the quarter ended August 31, 2000.
Project personnel and expenses for the three months ended August 31, 2001
and August 31, 2000 were $614,000 and $413,000, respectively. Project
personnel and expenses for the nine months ended August 31, 2001 and August
31, 2000 were $1,955,000 and $802,000, respectively. The increase in 2001
for both the quarter and nine months is primarily attributable to operations
of the eCalton technical staffing division, which did not commence
operations until the quarter ended August 31, 2000.
Selling, general and administrative costs for the three months ended August
31, 2001 and August 31, 2000 were $2,334,000 and $2,722,000, respectively.
The primary reason for the decline in fiscal 2001 is due to a substantial
reduction in the operating activities of the eCalton Web division. During
the quarter ended August 31, 2000, this division was expanding its
operations. However, this particular industry has experienced a sharp
decline and, as a result, subsequent to the quarter ended August 31, 2000,
the Company began restructuring the operations of the eCalton Web design
division, which included, among other things, a reduction in personnel and
operating expenses. However, these reduced operating expenses were partially
offset by increased operating expenses of PrivilegeONE, which expanded its
business activities during the quarter ended August 31, 2001. Selling,
general and administrative costs for the nine months ended August 31, 2001
and August 31, 2000 were $7,086,000 and $5,833,000, respectively. The
increase in 2001 for nine months is primarily from increased personnel and
business activities at PrivilegeONE, the operations of IGP and IGP
controlled companies, which did not exist until June 2000, increased
professional fees, and a provision for uncollectible receivables in 2001. In
addition, during the nine months ended August 31, 2001, the Company recorded
a certain non-cash charge in the amount of $367,000 for stock options issued
as consideration for consulting services, which is included in selling,
general and administrative expenses. The Company expects selling, general
and administrative expenses to increase significantly due to the launch of
MindSearch and additional funding to IGP (see the section below "CASH FLOWS
FROM INVESTING ACTIVITIES" for a more complete discussion of IGP and
MindSearch). The increase in expenses is expected to occur beginning in the
first quarter of fiscal 2002.
Interest income for both the quarter and nine months ended August 31, 2001
has experienced a sharp decline compared to fiscal 2000 due to smaller cash
balances during 2001, and a decline in
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short term interest rates. Interest income will decline significantly during
the remainder of 2001, and thereafter, due to the payment in July 2001 of
the dividend discussed in Note 7.
During the quarter ended August 31, 2000, the Company recorded a charge of
$210,000 related to the write off of certain non-marketable securities. For
the nine months ended August 31, 2000, the Company recorded a loss on
disposition of securities in the amount of $718,000, comprised of the
$210,000 write off of certain non-marketable securities and a loss of
$508,000 on the sale of available-for-sale securities. There were no such
losses in the corresponding periods of 2001.
Through August 31, 2001, the Company recognized a minority interest related
to the operating losses of IGP. As of August 31, 2001, there is no remaining
minority interest related to IGP which will be reflected on the Company's
consolidated financial statements, and all future losses of IGP will be
absorbed in their entirety by the Company, unless additional cash
contributions are made by the minority owners.
LIQUIDITY AND CAPITAL RESOURCES
As a result of the dividend distributed to shareholders during the quarter
ended August 31, 2001 (see Note 7), the Company's cash position has been
diminished significantly. In addition, the September 2001 transaction with
Automated Information Management, Inc. ("AIM") and the September 2001
restructuring of the IGP agreement, have resulted in even further reductions
of the Company's available cash (see the section below titled "OTHER
INFORMATION" for a more complete description of these transactions).
Consequently, the Company's ability to fund additional ventures has been
reduced significantly.
During the quarter ended August 31, 2001, the Company applied for a federal
income tax refund in the amount of $362,000, resulting from the carryback of
certain losses to years in which the Company incurred income taxes.
The Company believes that the current cash on hand, interest income, and
funds provided under the consulting agreement with the purchaser of Calton
Homes, which provides for additional payments of $650,000 through December
31, 2001, will provide sufficient capital to support the Company's
operations throughout the remainder of fiscal 2001. It is anticipated that
the Company's cash flow from its operations, combined with the operations of
eCalton, PrivilegeONE and IGP and IGP controlled companies, will continue to
utilize cash until, if ever, those operations execute the strategies
identified in their business plans. If the Company's subsidiaries do not
achieve success in executing their business plans in the near future, the
Company may be required to curtail certain operating activities or seek
additional capital to fund operations. No assurance can be given that
additional capital will be available, if required, to sustain operations.
CASH FLOWS FROM INVESTING ACTIVITIES
During the nine months ended August 31, 2001, the Company received
$1,034,000 from the specific holdback fund established in connection with
the sale of Calton Homes, Inc. In addition, the Company received another
$368,000 from insurance companies and other third parties who share in the
responsibility for claims related to repairing certain homes. However,
approximately $627,000 of the proceeds were disbursed to settle matters with
certain homeowners. During the
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nine months ended August 31, 2000, the Company received approximately
$1,062,000 from the general holdback fund.
During June 2001, IGP borrowed $500,000 under the Revolving Promissory Note
issued by it to the Company in June 2000 (the "IGP Note") and used the funds
to acquire a 5% interest in Miresco Investment Services, Inc. ("Miresco").
Miresco designs, imports and sells high quality area rugs throughout the
United States at large furniture stores, which are holding liquidation
sales. Miresco's long-range business plan calls for developing "virtual" rug
stores through the use of kiosks at furniture stores throughout the United
States. The kiosks will allow the furniture stores to have access to rug
inventories worth millions of dollars without expending the capital to carry
these inventories. The $500,000 investment is being used to help distribute
their product directly to furniture stores, which is a new market for
Miresco.
The Company's expenditures for property and equipment were $346,000 for the
nine months ended August 31, 2001, compared to $436,000 for the nine months
ended August 31, 2000. Capital expenditures for the remainder of the current
year are expected to be similar to last year.
CASH FLOWS FROM FINANCING ACTIVITIES
During the nine months ended August 31, 2001, the Company repurchased
104,000 shares of its Common Stock for $372,000, compared to the repurchase
of 111,000 shares for $596,000 during the nine months ended August 31, 2000.
On May 31, 2001, the Company's Board of Directors declared a liquidating
dividend ("dividend") of $5.00 per share to all shareholders of record on
June 20, 2001, payable on July 5, 2001. The total amount distributed
pursuant to the dividend was approximately $22.4 million. This dividend has
reduced the Company's capacity for acquisitions, in terms of both the number
of acquisitions the Company will be able to make, if any, and the size of
those acquisitions.
During the nine months ended August 31, 2001, certain optionholders
exercised their options to purchase Common Stock from the Company,
generating proceeds of $1,481,000, compared to $149,000 for the nine months
ended August 31, 2000. The primary reason for the increase in 2001 was that
the majority of the options outstanding prior to the $5.00 dividend
distributed on July 5, 2001 (see Note 7) had an exercise price of less than
$5.00. Accordingly, these optionees exercised their options in anticipation
of receiving the dividend.
OTHER INFORMATION
During September 2001, the Company entered into an agreement with AIM,
whereby the Company advanced $750,000 to AIM in return for a convertible
promissory note and a warrant. AIM is primarily engaged in the design,
engineering, installation and maintenance of telecommunications
infrastructure. AIM not only provides engineering and design services for
telecommunication companies, but also provides mapping and information
technology services to the industry. The note is mandatorily convertible
into 1,000,000 shares of AIM common stock no later than five days after the
Company is given notice that a proposed registration of these shares is
declared effective. In the event the registration of the shares is not
completed by June 14, 2002, the Company can demand repayment in full
including interest at LIBOR plus 1%. The warrant is for 1,059,660 shares of
AIM common stock, at an exercise price of $2.12 per share, exercisable at
any time from the date of issuance through a term of three years. Upon
certain terms and conditions, the Company
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may be required to distribute to the Company's shareholders, some of the
shares of AIM common stock that would be issued upon conversion of the
promissory note.
During September, 2001, the Company restructured its agreement with IGP, as
follows:
o Under the terms of the IGP Note, the Company advanced an additional
$250,000 to be used specifically for funding IGP's additional
investment in MindSearch. In addition, the minority partners of IGP
raised $750,000 of third party capital to complete the funding
necessary to launch the operations of MindSearch. At this time, the
outstanding principal balance of the IGP Note is $1,325,000.
o On December 1, 2001, the $1,325,000 outstanding principal balance of
the IGP Note will be converted to a Class A membership interest in
IGP. The Class A membership interest will entitle the Company to a
preferred return equal to the lesser of prime rate plus one percent
per annum, or ten percent per annum. In addition, the Company shall
receive 75% of IGP's proceeds from investees until such time as the
Class A membership interest has been repaid in full.
o In addition, the Company advanced $1,100,000 to IGP in exchange for
a Class B membership interest, and the minority members of IGP
contributed an additional $300,000 in exchange for a Class B
membership interest. The Class B membership interest is subordinate
to the Class A membership interest.
o The Company was released from any further obligation to advance
funds under the IGP Note.
RECENT ACCOUNTING PRONOUNCEMENTS
In July 2001, the Financial Accounting Standards Board issued SFAS No. 141
Business Combinations and SFAS No. 142 Goodwill and Other Intangible Assets.
SFAS No. 141 requires business combinations initiated after June 30, 2001 to
be accounted for using the purchase method of accounting and broadens the
criteria for recording intangible assets separate from goodwill. SFAS No.
142 requires the use of a nonamortization approach to account for purchased
goodwill and certain intangibles. Under a nonamortization approach, goodwill
and certain intangibles will not be amortized into results of operations,
but instead would be reviewed for impairment and written down and charged to
results of operations only in the periods in which the recorded value of
goodwill and certain intangibles is more than its fair value. The provisions
of each statement, which apply to goodwill and intangible assets acquired
prior to June 30, 2001, will be effective for the Company in fiscal 2003.
Management does not expect these standards, when implemented, to have a
material effect on its future results of operations or financial position.
FACTORS AFFECTING CALTON, INC.'S OPERATING RESULTS, BUSINESS PROSPECTS AND
MARKET PRICE OF STOCK
In December 1998, the Company sold its primary operating subsidiary, Calton
Homes, Inc., which was engaged in residential homebuilding. Since that date,
the Company has a limited operating history upon which it may be evaluated.
The Company and its subsidiaries are in the early stages of developing their
respective businesses, and some of the subsidiaries are among the many
companies that have entered into the market that relies on conducting some
portion of their business over the Internet. The Company's business and
prospects must be considered in light of the risk, expense and difficulties
frequently encountered by companies in early stages of development,
particularly companies in new and rapidly evolving markets. If the Company
is unable to effectively allocate its resources and develop the business of
those subsidiaries, the Company's stock price may be
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adversely affected and it may be unable to execute its strategy of
developing and operating its subsidiaries. The Company's stock price has
been volatile in the past and may continue to be volatile in the future.
Stock prices of companies engaged in start-up and technology related
businesses have generally been volatile as well. This volatility may
continue in the future. The following factors, among others, may add to the
volatility of the Company's stock price:
o the payment of the dividend discussed in Note 7 to these consolidated
financial statements;
o the initiation of a tender offer for all or a portion of the Company's
common stock;
o actual or anticipated variations in the quarterly results of the Company
and its subsidiaries;
o changes in the market valuations of the Company's subsidiaries, and
valuations of competitors or similar businesses;
o conditions or trends in the Internet or technology industries in
general;
o the public's perception of the prospects of early stage ventures;
o changes in the size, form or rate of the Company's acquisitions, if any;
o new products or services offered by the Company, its subsidiaries and
their competitors;
o the Company's capital and other commitments (see Note 9);
o additions to, or departures of, the key personnel of the Company or its
subsidiaries;
o the current international unrest in the market place as a result of the
terrorist attacks in Washington and New York; and
o general economic conditions such as a recession, or interest rate
fluctuations.
Many of these factors are beyond the Company's control. These factors may
decrease the market price of the Company's Common Stock, regardless of the
Company's operating performance. The Company's business depends upon the
performance of its subsidiaries, which is uncertain. The Company's Internet
business solutions subsidiary, eCalton, has incurred operating losses from
inception, and no assurance can be given that it will become profitable in
the future. If PrivilegeONE is not successful in marketing its co-branded
credit card program to automobile dealers and consumers, it will not be able
to execute its business plan. If IGP is unable to develop new businesses, or
if IGP is unable to attract new fee based clients it will be unable to
execute its business plan. In addition, if IGP is unable to secure third
party financing for its ventures, it will be unable to execute its business
plan. If MindSearch is unable induce consumers to participate in surveys,
market the data gathered through its market research technology, or
successfully deploy and operate its kiosks, it will be unable to execute its
business plan. Economic, governmental, industry and internal factors outside
the Company's control may affect each of its subsidiaries. If the business
plans of the Company's subsidiaries do not succeed, the value of the
Company's assets and the price of its Common Stock will decline.
Other material risks relating to the Company's subsidiaries include:
o demand for the products and services of some of the subsidiaries depends
on widespread use of the Internet;
o intensifying competition affecting the products and services the
subsidiaries offer, which could lead to the failure of the subsidiaries;
o inability to adapt to the rapidly changing marketplace;
o the subsidiaries are in the early stages of their development with
limited operating history, minimal revenue, substantial losses and
limited capital resources;
o unless the Company funds its subsidiaries, the subsidiaries may not have
alternative funding sources;
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o interrupted operation of the computer and communications hardware
systems of the subsidiaries;
o the inability to attract and maintain qualified personnel; and
o inability to manage growth.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company currently has no outstanding indebtedness other than the
guarantees disclosed in Note 9 and accounts payable. As a result, the
Company's exposure to market rate risk relating to interest rates is not
material. The Company's funds are invested primarily in highly liquid money
market funds with its underlying investments comprised of investment-grade,
short-term corporate issues currently yielding approximately 2.94%. The
Company does not believe that it is currently exposed to market risk
relating to foreign currency exchange risk or commodity price risk. However,
a substantial part of the Company's cash equivalents are not FDIC insured or
bank guaranteed.
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PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
A) Exhibits
Amendment No. 1 to the Operating Agreement of Innovation Growth
Partners, LLC (formerly Innovation Technology Partners)
B) Reports on Form 8-K
None
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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.
Calton, Inc.
-----------------------------------------
(Registrant)
By: /s/ Kelly S. McMakin
-------------------------------------
Kelly S. McMakin
Senior Vice President and Chief
Financial Officer
Date: October 12, 2001
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