SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
Quarterly Report Under Section 13 or 15(d) of the
Securities Exchange Act of 1934
(Mark One)
|X| Quarterly report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended September 30, 1999 or
------------------
|_| Transition report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from ____________ to ____________
Commission File Number 1-6844
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CALPROP CORPORATION
(Exact name of registrant as specified in its charter)
California 95-4044835
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
13160 Mindanao Way, Suite 180, Marina Del Rey, California 90292
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code) (310) 306-4314
--------------
Not Applicable
(Former name, former address and former fiscal year, if changed since last
report.)
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 |_|
Number of shares outstanding of each of Registrant's classes of common stock, as
of October 25, 1999:
Number of Shares
Title of Each Class Outstanding
- -------------------------- ----------------
Common Stock, no par value 10,290,435
CALPROP CORPORATION
Part I
Item I - Financial Information
Set forth is the unaudited quarterly report for the quarters ended
September 30, 1999 and 1998, for Calprop Corporation. The information set forth
reflects all adjustments which were, in the opinion of management, necessary for
a fair presentation.
2
CALPROP CORPORATION
CONSOLIDATED BALANCE SHEETS
ASSETS
September 30, December 31,
1999 1998
(Unaudited)
------------ -----------
Real estate development $64,696,125 $65,282,197
Other assets:
Cash and cash equivalents 1,251,653 1,590,403
Prepaid expenses 98,974 88,775
Deferred tax asset (note 2) 8,200,000 4,800,000
Other assets 2,113,083 760,514
----------- -----------
Total other assets 11,663,710 7,239,692
----------- -----------
Total assets $76,359,835 $72,521,889
=========== ===========
The accompanying notes are an integral
part of these financial statements.
3
CALPROP CORPORATION
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
September 30, December 31,
1999 1998
(Unaudited)
------------ ------------
Trust deeds and notes payable $ 40,718,116 $ 37,524,507
Related party notes 19,927,920 20,870,286
------------ ------------
Total trust deeds and notes payable 60,646,036 58,394,793
Accounts payable and accrued liabilities 5,464,437 5,056,010
Warranty reserves 353,673 284,624
------------ ------------
Total liabilities 66,464,146 63,735,427
Minority interest (note 4) 118,516 326,941
Stockholders' equity:
Common stock, no par value
Authorized - 20,000,000 shares
Issued and outstanding - 10,279,935 and
10,284,135 shares at September 30, 1999 and
December 31, 1998, respectively 10,279,935 10,284,135
Additional paid-in capital 25,850,818 25,851,130
Deferred compensation (231,930) (241,130)
Stock purchase loans (491,203) (474,134)
Accumulated deficit (25,630,447) (26,960,480)
------------ ------------
Total stockholders' equity 9,777,173 8,459,521
------------ ------------
Total liabilities and stockholders' equity $ 76,359,835 $ 72,521,889
============ ============
The accompanying notes are an integral
part of these financial statements.
4
CALPROP CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
---------------------------- ----------------------------
1999 1998 1999 1998
------------ ------------ ------------ ------------
Development operations:
Real estate sales $ 15,730,888 $ 12,020,548 $ 41,895,447 $ 22,458,812
Cost of real estate sales 15,100,809 10,897,864 40,017,706 20,718,639
------------ ------------ ------------ ------------
630,079 1,122,684 1,877,741 1,740,173
Recognition of impairment of real estate under
Development (note 1) (2,519,521) (2,519,521)
------------ ------------ ------------ ------------
(Loss) income from development operations (1,889,442) 1,122,684 (641,780) 1,740,173
Other income 24,424 12,181 80,163 59,532
Other expenses:
General and administrative expenses 572,261 453,301 1,566,614 1,285,798
Interest expense 8,742 23,260 57,524 129,313
------------ ------------ ------------ ------------
Total other expenses 581,003 476,561 1,624,138 1,415,111
Minority interests (note 4) 26,973 91,652 (115,788) 206,438
(Loss) income before benefit for income taxes (2,472,994) 566,652 (2,069,967) 178,156
Benefit for income taxes (note 2) (3,400,000) (2,330,000) (3,400,000) (2,330,000)
------------ ------------ ------------ ------------
Net income $ 927,006 $ 2,896,652 $ 1,330,033 $ 2,508,156
============ ============ ============ ============
Basic and diluted net income per share (note 3) $ 0.09 $ 0.27 $ 0.13 $ 0.24
============ ============ ============ ============
The accompanying notes are an integral
part of these financial statements.
5
CALPROP CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
---------------------------- ----------------------------
1999 1998 1999 1998
------------ ------------ ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 927,006 $ 2,896,652 $ 1,330,033 $ 2,508,156
Adjustments to reconcile net income to net cash
used in operating activities:
Minority interests 26,973 91,652 (115,788) 206,438
Depreciation and amortization 15,447 11,591 43,534 31,881
Recognition of impairment of real estate under
development 2,519,521 2,519,521
Provision for warranty reserves 30,001 115,459 125,231 206,060
Change in assets and liabilities:
Increase in deferred and other assets (1,326,977) (99,226) (1,332,961) (99,889)
Increase in deferred tax assets (3,400,000) (2,330,000) (3,400,000) (2,330,000)
Increase in prepaid expenses (36,994) (34,723) (10,199) (11,574)
(Decrease) increase in accounts payable and
accrued liabilities and warranty reserves (221,368) 764,684 352,245 1,668,146
Additions to real estate development in process (11,429,559) (13,229,411) (39,431,634) (31,586,140)
Cost of real estate sales 12,698,425 10,897,864 37,498,185 20,718,639
------------ ------------ ------------ ------------
Net cash used in operating activities (197,525) (915,458) (2,421,833) (8,688,283)
CASH FLOWS FROM INVESTING ACTIVITIES -
Capital expenditures (25,520) (5,922) (63,142) (39,714)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under related party notes 928,791 649,989 2,870,840 6,821,201
Payments under related party notes (1,052,905) (2,559,959) (3,813,206) (4,414,075)
Borrowings under trust deeds and notes payable 16,541,311 11,639,406 40,722,506 25,949,916
Payments under trust deeds and notes payable (17,908,460) (5,667,862) (37,528,897) (14,486,831)
Contributions from joint venture partner -- 1,000 -- 670,558
Distributions to joint venture partner (92,637) (1,764,097) (92,637) (2,864,097)
Proceeds from issuance of common stock -- -- 4,688 306,639
Accrue interest for executive stock purchase loans (5,731) -- (17,069) --
------------ ------------ ------------ ------------
Net cash (used in) provided by financing
activities (1,589,631) 2,298,477 2,146,225 11,983,311
------------ ------------ ------------ ------------
Net (decrease) increase in cash and cash equivalents (1,812,676) 1,377,097 (338,750) 3,255,314
Cash and cash equivalents at beginning of periods 3,064,329 2,978,245 1,590,403 1,100,028
------------ ------------ ------------ ------------
Cash and cash equivalents at end of periods $ 1,251,653 $ 4,355,342 $ 1,251,653 $ 4,355,342
============ ============ ============ ============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the periods for -
Interest (net of amount capitalized) 8,742 23,260 57,524 129,313
Income taxes 21,727 21,727
The accompanying notes are an integral
part of these financial statements
6
CALPROP CORPORATION
NOTES TO FINANCIAL STATEMENTS
PERIODS ENDED SEPTEMBER 30, 1999 AND 1998
(Unaudited)
Note 1: Basis of presentation and significant accounting policies
The unaudited, condensed, financial statements included herein have been
prepared by the registrant pursuant to the instructions to Quarterly
Report on Form 10-Q required to be filed with the Securities and Exchange
Commission and do not include all information and footnote disclosure
required by generally accepted accounting principles. The accompanying
financial statements have not been examined by independent accountants in
accordance with generally accepted auditing standards, but in the opinion
of management, such financial statements include all adjustments,
consisting only of normal recurring adjustments necessary to summarize
fairly the Company's financial position and results of operations. The
condensed financial statements should be read in conjunction with the
financial statements and the notes thereto included in the registrant's
latest Annual Report on Form 10-K, particularly with regard to disclosures
relating to major accounting policies.
The Company regularly reviews the carrying value of its real estate
developments for impairment whenever events or changes in circumstances
indicate that the carrying amount of the asset may not be recoverable. If
the sum of the expected future cash flows is less than the carrying amount
of the asset, the Company recognizes an impairment loss. The Company
introduced two new product lines at the Summertree Park, Elk Grove project
during the second quarter of 1999 to increase the absorption rate and
these were primarily sold during the third quarter. The increase in sales
price was not sufficient to offset the increased direct construction cost,
marketing and sales incentives, production overhead and interest costs and
as a result the Company recorded an impairment loss on real estate under
development of $2,519,521 during the third quarter.
The results of operations for the nine months ended September 30, 1999 may
not be indicative of the operating results for the year ending December
31, 1999.
Note 2: Income taxes
Income tax benefit consisted of the following:
Three Months Ended Nine Months Ended
September 30, September 30,
------------------------ ------------------------
1999 1998 1999 1998
------------------------ ------------------------
Current tax benefit
expense $ (989,000) $ 70,000 $ (989,000) 70,000
Deferred tax benefit (2,411,000) (2,400,000) (2,411,000) (2,400,000)
------------------------ ------------------------
$(3,400,000) $(2,330,000) $(3,400,000) $(2,330,000)
======================== ========================
For the nine months ended September 30, 1999 and 1998, the Company reduced
the valuation allowance to recognize a deferred tax benefit of $3,400,000
and $2,330,000, respectively. The recognized deferred tax asset is based
upon expected utilization of net operating loss carryforwards.
The Company has assessed its past earnings history and trends, sales
backlog, budgeted sales, and expiration dates of carryforwards and has
determined that it is more likely than not that the $8,200,000 of deferred
tax assets will be realized. The realization of the deferred tax asset of
$8,200,000 will require aggregate taxable income of approximately
$20,500,000 in future years.
7
Note 3: Net income per share
The following table sets forth the computation of basic and diluted net
income per share:
Three Months Ended Nine Months Ended
September 30, September 30,
------------------------- -------------------------
1999 1998 1999 1998
------------------------- -------------------------
Numerator for basic and diluted net income
per share $ 927,006 $ 2,896,652 $ 1,330,033 $ 2,508,156
========================= =========================
Denominator for basic net income per share 10,279,657 10,154,785 10,280,516 9,950,888
Effect of dilutive stock options 437,215 452,251 356,559 359,156
------------------------- -------------------------
Denominator for dilutive net income per share 10,716,872 10,607,036 10,637,075 10,310,044
========================= =========================
Basic net income per share $ 0.09 $ 0.27 $ 0.13 $ 0.24
========================= =========================
Diluted net income per share $ 0.09 $ 0.27 $ 0.13 $ 0.24
========================= =========================
Options and warrants to purchase 874,250 and 804,000 shares of common
stock were outstanding as of September 30, 1999 and 1998, respectively.
For the nine months ended September 30, 1999 and the three months ended
September 30, 1999, 63,500 options and warrants were not included in the
computation of diluted net income because their exercise prices were
higher than the average market price per share of common stock. For the
nine months ended September 30, 1998 and the three months ended September
30, 1998, 64,500 options and warrants for the respective periods were not
included in the computation of diluted net income because their exercise
prices were higher than the average market price per share of common
stock.
Note 4: Minority interest
The Company has consolidated the financial statements of Colorado Pacific
Homes, Inc. ("CPH"), a corporation formed for the purpose of developing
real estate in the state of Colorado; DMM Development, LLC ("DMM"), a
joint-venture formed for the development of the Cierra del Lago and
Antares projects; Montserrat II, LLC ("Mont II"), a joint-venture formed
for the development of 119 lots adjacent to the Company's original
Montserrat project; Parkland Farms Development Co., LLC ("Parkland"), a
joint-venture formed for the development of 115 lots in Healdsburg,
California; RGCCLPO Development Co., LLC ("RGCCLPO"), a joint venture
formed for the development of 382 lots in Milpitas, California; and
Parcwest Associates, LLC ("Parcwest"), a joint venture formed for the
development of 68 affordable apartments.
Colorado Pacific Homes, Inc. is owned eighty percent by Calprop
Corporation ("Calprop") and twenty percent by the President of CPH.
Calprop is entitled to receive two-thirds of the profits of DMM, and the
other member, RGC Courthomes, Inc. ("RGC"), is entitled to receive the
remaining one-third of the profits. As of September 30, 1999, RGC's
ownership percentage in DMM was fifty percent.
8
Pursuant to the operating agreement of Montserrat II, LLC, Calprop is
entitled to receive ninety nine percent of the profits of Montserrat II,
LLC, and the other member, an officer of the Company, is entitled to
receive the remaining one percent of the profits. As of September 30,
1999, the officer of the Company's ownership percentage is Montserrat II,
LLC was one percent.
Pursuant to the operating agreement of Parkland Farms Development Co.,
LLC, Calprop is entitled to receive ninety nine percent of profits of
Parkland, and the other member, an officer of the Company, is entitled to
receive the remaining one percent of the profits. As of September 30,
1999, the officer of the Company's ownership percentage in Parkland was
one percent.
Calprop is entitled to receive fifty percent of the profits of RGCCPLO,
and the other member, RGC, is entitled to receive the remaining fifty
percent of the profits. As of September 30, 1999, RGC's ownership
percentage in RGCCPLO was fifty percent.
Calprop is entitled to receive fifty percent of the profits of Parcwest,
and the other member, RGC, is entitled to receive the remaining fifty
percent of the profits. As of September 30, 1999, RGC's ownership
percentage in RGCCPLO was fifty percent.
As a result of the consolidations, the Company has recorded minority
interest of $118,516 and $326,941 as of September 30, 1999 and December
31, 1998, respectively.
9
Item 2 Management's Discussion and Analysis of Financial Condition and Results
of Operations
The following discussion relates to the consolidated financial statements
of the Company and should be read in conjunction with the financial statements
and notes thereto appearing elsewhere in this report. Statements contained in
this "Management's Discussion and Analysis of Financial Condition and Results of
Operations" that are not historical facts may be forward-looking statements.
Such statements are subject to certain risks and uncertainties, which could
cause actual results to differ materially from those projected. You are
cautioned not to place undue reliance on these forward-looking statements.
Liquidity and capital resources
As of September 30, 1999, the Company had remaining loan commitments from
financial institutions of approximately $44,500,000, which may be drawn down by
the Company upon the satisfaction of certain conditions. The Company continues
to seek joint venture partners and additional financing to fund its operations.
As of September 30, 1999, the Company had ten residential housing projects
in various stages of development, with five producing revenues from completed
homes: Summertree Park, Montserrat Estates, Antares, Parkland Farms, and High
Ridge Court. The remaining five projects, Creekside at Mockingbird Canyon, Parc
Metropolitan, Parcwest Apartments, Saddlerock, and Templeton Heights, are in the
initial stages of development. As of September 30, 1999, the Company controlled
1,192 lots, of which, 905 were owned by the company and in various stages of
development, and 287 were in escrow to be purchased by the Company. Of the 905
owned lots, the Company had 23 homes completed (all 23 models), 116 homes under
construction (98 were in escrow and 18 were available for sale), 766 lots under
development.
As of September 30, 1999, the Company had 98 units in escrow ("backlog")
compared with a backlog of 138 units as of September 30, 1998. The gross
revenues of such backlog was $23,330,000 and $29,835,000 as of September 30,
1999 and 1998, respectively.
The Company believes that, based on agreements with its existing
institutional lenders and the Curci-Turner Company, it will have sufficient
liquidity to finance its construction projects in 1999 through funds generated
from operations and funds available under its existing loan commitments. In
addition, the Company believes that if necessary, additional funds could be
obtained by using its unencumbered real estate developments as collateral for
additional loans.
Year 2000 Readiness
The Company utilizes computer technologies throughout its business to
effectively carry out its day to day operations. Similar to most companies, the
Company must determine whether its systems are capable of recognizing and
processing date sensitive information properly as the year 2000 approaches. The
Company has reviewed each of its systems and programs and has determined that it
is Year 2000 compliant. No material costs have been or will be incurred related
to the Year 2000 compliance issue.
The Company has initiated evaluation of its significant suppliers,
customers, and critical business partners to determine the extent to which the
Company may be vulnerable in the event that those parties fail to properly
remediate their own year 2000 issues. The Company will develop appropriate
contingency plans in the event that a significant exposure is identified
relative to the dependencies on third-party systems. While the Company is not
presently aware of any such significant exposure, there can be no guarantee that
the systems of third-parties on which the Company relies will be converted in a
timely manner, or that a failure to properly convert by another company would
not have a material adverse effect on the Company.
Results of operations
Gross revenues for the three months ended September 30, 1999 increased
30.9% to $15,730,888 from $12,020,548 for the three months ended September 30,
1998. For the nine months ended September 30, 1999, gross revenues increased
86.5% to $41,895,447 from $22,458,812 in the year-earlier period. The increase
in gross revenues for the three and nine month periods of 1999 was primarily due
to the increase in sales price and
10
higher volume of production and home sales. In the third quarter of 1999, the
Company sold 67 homes with an average sales price of $234,800, 11.7% increase in
the volume of home sales compared to 60 homes with an average sales price of
$200,300 for the third quarter of 1998. During the first nine months of 1999,
the Company sold 180 homes with an average sales price of $232,750, a 60.7%
increase in the volume of home sales compared to 112 homes with an average sales
price of $200,500 for the nine months of 1998. The higher average sales price
for the nine months in 1999 is due to sales price increases made during the
current year to the Montserrat Estates and Antares projects. In addition, the
Company sold 23 homes in the higher priced Parkland Farms project during 1999
with an average sales price of $268,000 with expected future sales price
increases.
Gross profit decreased to $630,079 in the third quarter of 1999 from
$1,122,684 in the third quarter of 1998. As a percentage of gross revenues,
gross profit decreased by 5.3 percentage points to 4.0% in the third quarter of
1999 compared to 9.3% in the third quarter of 1998. The significant decrease of
gross profit as a percentage of gross revenues during the third quarter of 1999
results from the increase in the number of home sales in the lower profit margin
projects Summertree Park and Antares compared to the higher profit margin
project Montserrat Estates primarily sold during 1998. For the nine months ended
September 30, 1999, gross profit decreased to 4.48% from 7.75% for the
corresponding period in 1998. The significant decrease results from the revised
estimates to complete the construction costs of approximately $615,000 in the
Cierra Del Lago project. The project was completed in early 1998 and all homes
were sold in the third quarter of 1998. The Company does not expect to incur
additional construction costs related to this project which will be significant.
In addition, during the nine months of 1999, numerous sales offices were in the
process of opening, thus, marketing expenses associated with the development of
product awareness were incurred for the Parc Metropolitan, Parkland Farms, and
High Ridge Court projects, which entailed significant nonrecurring startup
marketing costs.
The Company introduced two new product lines at the Summertree Park, Elk
Grove project during the second quarter of 1999 to increase the absorption rate
and these were primarily sold during the third quarter. The increase in sales
price was not sufficient to offset the increased direct construction cost,
marketing and sales incentives, production overhead and interest costs and as a
result the Company recorded an impairment loss on real estate under development
of $2,519,521 during the third quarter.
General and administrative expenses increased to $572,261 in the three
months ended September 30, 1999 from $453,301 in the corresponding 1998 period.
As a percentage of gross revenues, general and administrative expenses decreased
slightly. For the nine months ended September 30, 1999, general and
administrative expenses increased to $1,566,614 from $1,285,798 in the
corresponding 1998 period. As a percentage of gross revenues, general and
administrative expenses decreased 2 percentage points to 3.74% for the first
nine months of 1999 from 5.73% in the corresponding period in 1998. The
improvement in the general and administrative expense ratio reflects the
Company's commitment to obtaining operating efficiencies as it grows its
businesses.
For the nine months ended September 30, 1999 and 1998, the Company reduced
the valuation allowance to recognize a deferred tax benefit of $3,400,000 and
$2,330,000, respectively. The recognized deferred tax asset is based upon
expected utilization of net operating loss carryforwards. The Company has
assessed its past earnings history and trends, sales backlog, budgeted sales,
and expiration dates of carryforwards and has determined that it is more likely
than not that the $8,200,000 of deferred tax assets will be realized. The
realization of the deferred tax asset of $8,200,000 will require aggregate
taxable income of approximately $20,500,000 in future years.
11
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits -
27 Financial data schedule
(b) Reports on Form 8-K
A Current Report on Form 8-K dated March 31, 1999 was filed with the
Securities and Exchange Commission (the "Commission") and included under item
7(a) its audited consolidated financial statements for the year ended December
31, 1998 and unaudited consolidated financial statements for the quarter ended
December 31, 1998, and under item 7(c) a press release announcing Calprop
Corporations' 1999 annual and fourth quarter results.
A Current Report on Form 8-K dated May 3, 1999 was filed with the
Securities and Exchange Commission (the "Commission") and included under item
7(a) its unaudited consolidated financial statements for the quarter ended March
31, 1999, and under item 7(c) a press release announcing Calprop Corporations'
first quarter results.
A Current Report on Form 8-K dated August 18, 1999 was filed with
the Securities and Exchange Commission (the "Commission") and included under
item 7(a) its unaudited consolidated financial statements for the quarter ended
June 30, 1999, and under item 7(c) a press release announcing Calprop
Corporations' second quarter results.
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.
CALPROP CORPORATION
By: /s/ Mark F. Spiro
----------------------------------------
Mark F. Spiro
Vice President/Secretary/Treasurer
(Chief Financial and Accounting Officer)
November 12, 1999
12