SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8 - K Current Report Pursuant To Section 13 or 15(d) of Securities Exchange Act of 1934 Date of report (Date of earliest event reported) : April 1, 2002 CALPROP CORPORATION (Exact name of registrant as specified in its charter) California 1-6844 95-4044835 - ------------------------------- ---------------------- ---------------- (State or other jurisdiction of (Commission File Number) (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.) ITEM 5. OTHER EVENTS. On April 1, 2002, Calprop Corporation issued a press release announcing its results of operations for the quarter and the year ended December 31, 2001 and discussing certain other matters. The press release is filed as an exhibit hereto. ITEM 7. EXHIBITS. The following exhibits are filed with this current report on Form 8 - K: Exhibit No. Description ----------- ----------- 99 Press Release dated April 1, 2002 issued by Calprop Corporation 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) April 1, 2002 RELEASE UPON OPENING Monday, April 1, 2002 CALPROP REPORTS FOURTH QUARTER AND YEAREND RESULTS Calprop Reports $3.3 million net income in 2001 MARINA DEL REY, CA, April 1, 2002 -- Calprop Corporation (OTCBB:CLPO), a California and Colorado home builder, in reporting financial results for the three and twelve month periods ended December 31, 2001, today reported that it has incurred net income from operations for both the three and twelve month periods ended December 31, 2001. "For both the three and twelve month periods ended December 31, 2001, Calprop recognized income from operations. Although the Denver Metropolitan market is languishing, 2 the Northern and Southern California markets continue to provide strong housing sales, and as a result on March 10, 2002, our total units in backlog remain high at 108 units, $40,400,000, down 8.0% from 117 units, $43,900,000, as of March 11, 2001. The three and twelve month results were anticipated and reflect a second straight year of profitability for Calprop and our shareholders ," said Victor Zaccaglin, Calprop's chairman and chief executive officer. For the fourth quarter, Calprop's revenues were $21.3 million, a decrease of $8.6 million or 28.8% from $29.9 million of revenues in the fourth quarter a year ago. Income from development operations was $1,326,092 for the fourth quarter, down $2,100,495 compared to $3,426,587 in the same quarter in the prior year. The net income for the fourth quarter of 2001 was $1,091,282 or $0.11 per share on 10,410,206 weighted average shares and common stock equivalents, compared with net income of $3,108,729 or $0.30 per share on 10,461,569 weighted average shares and common stock equivalents, in the same quarter a year ago. The decrease in results were due primarily to the effects of decreased sales revenue in 2001. For the year-to-date period, revenues were $90.6 million, up 41.1% from $64.2 million in 2000. The income from development operations was $5,925,525 for the twelve months ended December 31, 2001, up $248,613 compared to income of $5,676,912 for the same period in the prior year. The company reported a net income of $3,326,106, or $0.32 per share on 10,410,206 weighted average shares and common stock equivalents, for the twelve months ended December 31, 2001, compared with net income of $3,627,940, or $0.35 per share on 10,461,569 weighted average shares and common stock equivalents, in the same period in 2000. The increase in results were primarily driven by a increase in sales revenue despite the impact of the recognition of $2,018,086 in impairment of real estate assets during the year. "At year end 2001, we had five projects with a total of 260 single-family residences and 143 lots under development. Additionally, we were engaged in the development of apartments and townhomes available for lease as well. These two projects consisted of 131 units available for lease and 119 under development. This compares with ten projects with 360 residences and 542 lots a year earlier. Real estate under development was $88,789,252 as of December 31, 2001, down $10,027,206 or 10.1% compared to $98,816,458 as of December 31, 2000. This decrease reflects the ongoing development of seven projects in 2001 as compared to ten in 2000," Zaccaglin stated. At December 31, 2001, shareholders' equity was $14,752,796 or $1.42 per share on 10,410,206 weighted average shares and common stock equivalents compared with $11,430,116 or $1.09 per share on 10,461,569 weighted average shares and common stock equivalents in 2000. Cash balances of $2.1 million are comparable with last year. Total trust deeds and notes payable was $78,210,339, down $8,833,392 or 10.1% compared to $87,043,731 in 2000. The Company's debt-to-equity ratio decreased to 3.5 to 1, down from 5.8 to 1 in the prior year. "Last year at this time I looked to 2001 to increase revenues, generate income from operations and to acquire additional projects in our current markets to bolster projected earnings in 2002. We were successful in the first two but were impacted by the recession and "9-11" atrocity with regards to acquiring new projects. We look to 2002 to acquire additional projects to bolster 2003 earnings" Zaccaglin stated. Calprop builds quality homes in some of the most desirable communities in both California and Colorado. The Company's common stock is traded on the OTC Bulletin Board under the symbol CLPO. Contact: Mark F. Spiro, CFO 310.306.4314 3 mspiro@calprop.com (Table Follows) 4 CALPROP CORPORATION STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended Twelve Months Ended December 31, December 31, ------------------------------ ---------------------------- 2001 2000 2001 2000 ------------ ------------ ------------ ------------ Development operations: Real estate sales 21,304,936 29,915,317 90,614,622 64,238,615 Cost of real estate sales 19,978,844 26,488,730 82,671,009 58,561,703 ------------ ------------ ------------ ------------ 1,326,092 3,426,587 7,943,613 5,676,912 Recognition of impairment of real estate under development -- -- (2,018,088) -- ------------ ------------ ------------ ------------ Income (loss) from development 1,326,092 3,426,587 5,925,525 5,676,912 operations Loss from investment in real estate (118,764) -- (118,764) -- venture Other income 585,818 43,431 729,653 230,643 Other expenses: General and administrative expenses 619,874 664,399 2,924,795 2,637,496 Interest expense 115,096 (13,518) 115,096 -- ------------ ------------ ------------ ------------ Total other expenses 734,970 650,881 2,637,496 2,637,496 Minority interests 500 -- (1,325) (216,393) ------------ ------------ ------------ ------------ Income before provision (benefit) for income taxes 1,057,480 2,819,137 3,497,848 3,486,452 Provision (Benefit) for income taxes (33,802) (289,592) 171,742 (141,488) ------------ ------------ ------------ ------------ 5 Net income $ 1,091,282 $ 3,108,729 $ 3,326,106 $ 3,627,940 Net income (loss) allocable to common stock $ 1,091,282 $ 3,108,729 $ 3,326,109 $ 3,627,940 Diluted income (loss) per share $ 0.11 $ 0.30 $ 0.32 $ 0.35 Weighted average shares of common stock 10,410,206 10,461,569 10,461,569 10,410,206 Units Sold: Single-Family Homes 31 31 109 141 Townhomes 28 57 140 78 ------------ ------------ ------------ ------------ Total 59 88 249 219 - more - CALPROP CORPORATION CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2001 AND 2000 Assets 2001 2000 ------------------------------- REAL ESTATE UNDER DEVELOPMENT $ 88,789,252 $ 98,544,447 ------------------------------- OTHER ASSETS: Cash and cash equivalents 2,079,471 2,394,310 Deferred and other assets 6,535,343 6,535,343 Other assets 774,882 863,412 Receivable from affiliates 788,752 -- ------------------------------- Total other assets 10,178,448 9,793,065 ------------------------------- Total assets $ 98,967,700 $ 108,337,512 ============================== Liabilities and Stockholders' Equity ------------------------------- 6 TRUST DEEDS AND NOTES PAYABLE $ 51,990,779 $ 66,341,488 RELATED PARTY NOTES 26,219,560 20,702,243 Total trust deeds and notes payable 78,210,339 87,043,731 ACCOUNTS PAYABLE AND ACCRUED LIABILITIES 5,334,450 9,316,681 WARRANTY RESERVES 670,115 546,984 Total liabilities 84,214,904 96,907,396 MINORITY INTEREST -- -- COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY: Common stock, no par value; $1 stated value, 20,000,000 shares authorized; authorized, 10,254,005 and 10,290,535 shares issued and outstanding at December 31, 2001 and 2000, respectively 10,254,005 10,290,535 Additional paid-in capital 25,845,986 25,849,961 Deferred Compensation (51,000) (105,525) Stock Purchase Loans (537,179) (519,733) Accumulated deficit (20,759,016) (24,085,122) Total Equity 14,752,796 11,430,116 Total Stockholders' Equity and Liabilities $ 98,967,700 $ 108,337,512 =============================== # # # 7