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 March 31, 2002 or
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[ ] Transition report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from to
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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
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(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code) (310) 306-4314
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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 April 11, 2002:
Number of Shares Title of
Each Class Outstanding
- ------------------------------ -----------------
Common Stock, no par value 10,254,005
CALPROP CORPORATION
Part I
Item I - Financial Information
Set forth is the unaudited quarterly report for the quarters ended March
31, 2002 and 2001, for Calprop Corporation. The information set forth reflects
all adjustments which were, in the opinion of management, necessary for a fair
presentation.
CALPROP CORPORATION
CONSOLIDATED BALANCE SHEETS
ASSETS
March 31, December 31,
2002 2001
(Unaudited)
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Real estate under development $80,595,843 $88,789,252
Other assets:
Cash and cash equivalents 1,966,257 2,079,471
Deferred tax assets (note 2) 5,884,941 6,535,343
Other assets 951,014 774,882
Receivable from affiliates 1,046,448 788,752
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Total other assets 9,848,660 10,178,448
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Total assets $90,444,503 $98,967,700
================== =================
(Continued)
The accompanying notes are an integral part of these financial statements.
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CALPROP CORPORATION
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
March 31, December 31,
2002 2001
(Unaudited)
---------------- ----------------
Trust deeds and notes payable $47,585,175 $51,990,779
Related-party notes 23,615,458 26,219,560
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Total trust deeds, notes payable and 71,200,633 78,210,339
related-party notes
Accounts payable and accrued liabilities 4,079,138 5,334,450
Warranty reserves 658,242 670,115
---------------- ----------------
Total liabilities 75,938,013 84,214,904
Stockholders' equity:
Common stock, no par value
Authorized - 20,000,000 shares
Issued and outstanding - 10,254,005 shares at
March 31, 2002 and December 31, 2001 10,254,005 10,254,005
Additional paid-in capital 25,845,986 25,845,986
Deferred compensation (51,000) (51,000)
Stock purchase loans (516,039) (537,179)
Accumulated deficit (21,026,462) (20,759,016)
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Total stockholders' equity 14,506,490 14,752,796
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$90,444,503 $98,967,700
================ ================
(Concluded)
The accompanying notes are an integral part of these financial statements.
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CALPROP CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended
March 31,
-------------------------------------
2002 2001
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Development operations:
Real estate sales $21,292,270 $23,672,136
Cost of real estate sales 21,197,496 21,626,299
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Income from development operations 94,774 2,045,837
Loss from investment in real estate venture (75,769)
Other income:
Interest and miscellaneous 62,048 33,183
Management fee 207,182
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Total other income 269,230 33,183
Other expenses-
General and administrative 555,446 734,843
Minority interests (Note 4) 235
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(Loss) income before provision for income taxes (267,446) 1,344,177
Provision for income taxes (Note 2)
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Net (loss) income ($267,446) $1,344,177
================ ================
Basic net (loss) income per share (Note 3) ($0.03) $0.13
======= =====
Diluted net (loss) income per share (Note 3) ($0.03) $0.13
======= =====
The accompanying notes are an integral part of these financial statements.
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CALPROP CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended
March 31,
---------------------------------
2002 2001
---------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income ($267,446) $1,344,177
Adjustments to reconcile net (loss) income to net cash
provided by operating activities:
Minority interests 235
Loss from investment in real estate venture 75,769
Depreciation and amortization 10,680 13,541
Provision for warrantly reserves 58,000 105,475
Deferred income taxes 650,402
Change in assets and liabilities:
Other assets (186,812) (24,255)
Receivable from affiliates (257,696)
Accounts payable and accrued liabilities (1,255,312) (439,951)
Warranty reserves (69,873) (71,520)
Additions to real estate under development (12,872,909) (14,982,364)
Cost of real estate sales 20,990,314 21,626,299
Accrued interest for executive stock purchase loans (5,395) (5,607)
---------------------------------
Net cash provided by operating activities 6,869,957 7,565,795
---------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under related-party notes 1,562,776
Payments under related-party notes (4,166,878) (1,067,970)
Borrowings under trust deeds and notes payable 12,540,565 16,567,719
Payments under trust deeds and notes payable (16,946,169) (21,943,176)
Repayment of stock purchase loans 26,535
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Net cash used in financing activities (6,983,171) (6,443,427)
---------------------------------
Net (decrease) increase in cash and cash equivalents (113,214) 1,122,368
Cash and cash equivalents at beginning of period 2,079,471 2,394,310
---------------------------------
Cash and cash equivalents at end of period $1,966,257 $3,516,678
=================================
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for income taxes $20,000 $2,981
The accompanying notes are an integral part of these financial statements.
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CALPROP CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
PERIODS ENDED MARCH 31, 2002 AND 2001
(Unaudited)
Note 1: Basis of presentation and significant accounting policies
The unaudited, condensed, consolidated 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 accounting principles
generally accepted in the United States of America for complete
financial statements. The accompanying financial statements have not
been audited by independent auditors in accordance with auditing
standards generally accepted in the United States of America, but in
the opinion of management, such financial statements include all
adjustments, consisting only of normal recurring adjustments necessary
to present fairly the financial position of Calprop Corporation ("the
Company") and its 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.
Recent accounting pronouncements - On October 3, 2001, the FASB issued
SFAS No. 144 "Accounting for the Impairment or Disposal of Long-Lived
Assets." SFAS 144 supercedes SFAS 121 "Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of."
SFAS 144 applies to all long-lived assets (including discontinued
operations) and consequently amends Accounting Principles Board
Opinion No. 30 (APB 30), Reporting Results of Operations Reporting the
Effects of Disposal of a Segment of a Business. SFAS 144 develops one
accounting model for long-lived assets that are to be disposed of by
sale. SFAS 144 requires that long-lived assets that are to be disposed
of by sale be measured at the lower of book value or fair value less
cost to sell. Additionally, SFAS 144 expands the scope of discontinued
operations to include all components of an entity with operations that
(1) can be distinguished from the rest of the entity and (2) will be
eliminated from the ongoing operations of the entity in a disposal
transaction. SFAS 144 is effective for the Company for all financial
statements issued in fiscal 2002. The adoption of SFAS No. 144 did not
have a material impact on the Company's financial position or its
results of operations. The results of operations for the three months
ended March 31, 2002 may not be indicative of the operating results
for the year ending December 31, 2002.
Note 2: Income taxes
As of March 31, 2002, the Company had gross deferred tax assets of
$7,499,363 offset by a deferred tax asset valuation allowance of
$1,614,422. During the three months ended March 31, 2002, the Company
increased the deferred tax asset valuation allowance by $209,599 which
offset the net current benefit for the period. The Company has
assessed its past earnings history and trends, sales backlog, budgeted
sales, and expiration dates of net operating loss carryforwards and
has determined that it is more likely than not that the $5,884,941 of
deferred tax assets will be realized.
As of March 31, 2002, the Company had net operating loss carryforwards
for federal income tax purposes of approximately $16,255,700. For
federal tax purposes the net operating loss carryforwards expire from
2007 through 2013.
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Note 3: Earnings per share
The following table sets forth the computation of basic and diluted
net (loss) income per share:
Three Months Ended
March 31,
-------------------------
2002 2001
-------------------------
Net (loss) income ($267,446) $1,344,177
Numberator for basic and diluted net (loss) income ($267,446) $1,344,177
per share =========================
Denominator for basic net (loss) income per share 10,254,005 10,290,535
(weighted average outstanding shares)
Effect of dilutive stock options 125,840
-------------------------
Weighted average shares for dilutive net income per 10,254,005 10,416,375
share =========================
Basic net (loss) income per share ($0.03) $0.13
=========================
Diluted net (loss) income per share ($0.03) $0.13
=========================
Note 4: Minority interest
The Company has consolidated the financial statements of the following
entities:
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Ownership interest at
Entity March 31, 2002 Development
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Colorado Pacific Homes, Inc. ("CPH") 100% Real estate in the state of Colorado
DMM Development, LLC ("DMM") 67% Cierra del Lago and Antares projects,
California
Montserrat II, LLC ("Mont II") 99% Montserrat Estate project, California
Parkland Farms Development Co., LLC 99% 115 lots in Healdsburg, California
("Parkland")
RGCCLPO Development Co., LLC ("RGCCLPO") 100% 382 lots in Milpitas, California
PWA Associates, LLC ("PWA") 100% 68-unit apartment in Milpitas, California
- ---------------------------------------------------------------------------------------------------------------------------------
CPH: The Company was entitled to receive eighty percent of the profits
of CPH, and the other owner, an officer of the Company, was entitled
to receive the remaining twenty percent of the profits. During
November 2001, Calprop obtained all of the officer's ownership
interest in CPH.
DMM: The Company is entitled to receive two-thirds of the profits of
DMM, and the other owner, RGC Courthomes, Inc. ("RGC"), is entitled to
receive the remaining one-third of the profits.
Mont II: Pursuant to the operating agreement of Mont II, income was
allocated first to PICal Housing Associates, L.P. ("PICal") to obtain
the return of its capital. Subsequent income is allocated 99% to the
Company, and the other member, an officer of the Company, is entitled
to receive the remaining one percent of the profits.
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Parkland: Pursuant to the operating agreement of Parkland, the Company
is entitled to receive ninety-nine percent of the profits of Parkland,
and the other member, an officer of the Company, is entitled to
receive the remaining one percent of the profits.
RGCCLPO: Pursuant to the operating agreement of RGCCLPO, the Company
was entitled to receive fifty percent of the profits of RGCCLPO, and
the other member, RGC, was entitled to receive the remaining fifty
percent of the profits. During December 1999, the Company purchased
all of RGC's ownership interest in RGCCLPO.
PWA: Pursuant to the operating agreement of PWA, the Company was
entitled to receive fifty percent of the profits of PWA, and the other
member, RGC Associates, LLC ("RGC Associates"), was entitled to
receive the remaining fifty percent of the profits. During May 2001,
the Company purchased all of RGC Associates ownership interest in PWA.
During the three months ended March 31, 2002, $1,699 of the total
income of $1,934 by the entities related to the minority interest was
not allocated to the minority interest because the minority interest
had an accumulated deficit interest in those entities. The Company
does not reflect the deficit for the minority interest because the
minority owners are not responsible for losses incurred beyond their
equity. The unrecognized minority interest in deficit of the Company
as of March 31, 2002 and December 31, 2001 was $64,166 and $65,865,
respectively. As a result, the Company has recorded minority interest
of $0 as of March 31, 2002 and December 31, 2001.
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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 March 31, 2002, the Company had remaining loan commitments from
financial institutions of approximately $18,950,000, 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 March 31, 2002, the Company had five residential housing projects
in various stages of development, with five producing revenues from completed
homes and townhomes: Parc Metropolitan, High Ridge Court, Saddlerock, Creekside
Estates, and Montserrat Classics. As of March 31, 2002, the Company has 192
homes under construction, of which 119 are in escrow to be sold, and 19 model
units. Additionally, the Company has an inventory of 134 lots under development.
In addition to the construction and sale of single-family and multifamily
housing, the Company is engaged in the development of apartments and townhomes
available for lease. As of March 31, 2002, the Company had two projects under
development (one project consists of a 25% equity interest in a real estate
venture), the total projects consist of 180 units available for lease and 70
units under construction.
As of March 31, 2002, the Company had 119 units in escrow ("backlog")
compared with a backlog of 133 units as of March 31, 2001. The gross revenues of
such backlog was $45,470,000 and $52,780,000 as of March 31, 2002 and 2001,
respectively.
Based on its agreements with its lenders, the Company believes that it
will have sufficient liquidity to finance its construction projects in 2002
through funds generated from operations, funds available under its existing bank
commitments, funds generated from new lending institutions, and, if necessary,
funds that could be obtained by using its internally financed real estate
development in process as collateral for additional loans.
Management's plan, with respect to managing cash flow includes the
following components: pay off debt that is coming due in 2002, minimize
operating expenses, and maintain control over costs. With regard to the debt
coming due in 2002, management expects to extend the maturity dates of various
loans and pay the remaining loans off through cashflow from operations, prior to
their maturity date. With regard to minimizing operating expenses, management
plans to achieve this by continuing to closely examine overhead items.
Management anticipates that the funds generated from operations, including
borrowings from existing loan commitments, will be adequate to allow the Company
to continue operations throughout 2002.
Results of operations
Real estate sales for the three months ended March 31, 2002 decreased
10.1% to $21,292,270 from $23,672,136 for the three months ended March 31, 2001.
In the first quarter of 2002, the Company sold 58 homes with an average sales
price of $367,100, a 14.7% decrease in the volume of home sales compared to 68
homes with an average sales price of $348,100 for the first quarter of 2001.
Income from development operations decreased to $94,774 in the first
quarter of 2002 from $2,045,837 in the first quarter of 2001. The significant
decrease of income from development operations during the first quarter of 2002
resulted from a slower absorption rate, and increased production overhead costs.
The increased sales price was not sufficient to offset the increased direct
construction cost, marketing and sales incentives, production overhead and
interest costs.
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General and administrative expenses decreased to $555,446 in the three
months ended March 31, 2002 from $734,843 in the corresponding period. The
decrease is due to the focus efforts to decrease corporate overhead costs.
Item 3 Quantitative and Qualitative Disclosure about Market Risk
The Company's exposure to market risk has not materially changed from
what was reported on the Company's Form 10-K for the year ended December 31,
2001.
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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 April 1, 2002 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, 2001 and unaudited consolidated financial statements for the quarter ended
December 31, 2001, and under item 7(c) a press release announcing Calprop
Corporations' 2001 annual and fourth 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)
May 10, 2002
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