SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8 - K Current Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) : May 15, 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 May 15, 2002, Calprop Corporation issued a press release announcing its results of operations for the quarter ended March 31, 2002 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 May 15, 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) May 15, 2002 2 FOR IMMEDIATE RELEASE Wednesday, May 15, 2002 CALPROP REPORTS FIRST QUARTER RESULTS Company Reports Net Loss of $267,446 in First Quarter Marina Del Rey, CA, May 15, 2002 -- Calprop Corporation (OTCBB:CLPO), a California and Colorado home builder, in reporting financial results for the three month period ended March 31, 2002, today reported net loss from operations for the three month period ended March 31, 2002. "For the three month period ended March 31, 2002, Calprop incurred a net loss of $267,446. Although remaining robust, our backlog decreased to $45,470,000 on 119 units, down 13.8% from $52,780,000 on 133 units a year ago. Presently, Calprop is developing nine projects as compared to the same number of projects at this time a year ago. Both the backlog and projects under development are the basis for continued anticipated profitability," said Victor Zaccaglin, Calprop's chairman and chief executive officer. For the first quarter, Calprop's revenues were $21.3 million, a decrease of $2,379,866 or 10.1% from $23.7 million of revenues in the first quarter a year ago. Income from development operations was $94,774 for the first quarter compared to income of $2,045,837 in the same quarter a year ago. Net losses for the first quarter of 2002 was $267,446 or ($0.03) per share on 10,254,005 weighted average shares and common stock equivalents, compared with net income of $1,344,177 or $0.13 per share on 10,416,375 weighted average shares and common stock equivalents, in the same quarter a year ago. "The decrease in results was due primarily to a slow down in sales volume and increases in direct construction costs, marketing and sales incentives, production overhead and interest costs. Both the "9/11" atrocity and the collapse of the "Dot-com" industry had a deleterious impact on sales in the last half of 2001 upon our flagship, Parc Metropolitan, located in the Silicon Valley," explained Victor Zaccaglin. Calprop Corporation, based in Marina Del Rey, California, builds quality homes in some of the most desirable communities in both Northern and Southern California and Colorado. The Company's common stock is traded on the OTCBB under the symbol CLPO. For additional information: contact: Mark F. Spiro, calprop.com email: mspiro@calprop.com (Tables Follow) 3 CALPROP CORPORATION CONSOLIDATED BALANCE SHEETS ASSETS (Unaudited) March 31, 2002 December 31, 2001 (Unaudited) ---------------- ------------------- Real estate development $80,595,843 $88,789,252 Other assets: Cash and cash equivalents 1,966,257 2,079,471 Deferred tax assets 5,884,941 6,535,343 Other assets 951,014 774,882 Receivable from affiliates 1,046,448 788,752 ---------------- ------------------- Total other assets 9,848,660 10,178,448 ---------------- ------------------- ---------------- ------------------- Total assets $90,444,503 $98,967,700 ================ =================== LIABILITIES AND STOCKHOLDERS' EQUITY Trust deeds and notes payable $47,585,175 $51,990,779 Related party notes 23,615,458 26,219,560 ----------------- ---------------- Total trust deeds and notes payable 71,200,633 78,210,339 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, respectively 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) ----------------- ---------------- Total stockholders' equity 14,506,490 14,752,796 ----------------- ---------------- ----------------- ---------------- Total liabilities and stockholders' equity $90,444,503 $98,967,700 ================= ================ - more - 4 CALPROP CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended March 31, ------------------------------------------ 2002 2001 --------------- --------------- Development operations: Real estate sales $21,292,270 $23,672,136 Cost of real estate sales 21,197,496 21,626,299 --------------- -------------- 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 -- --------------- -------------- Total other income 269,230 33,183 --------------- -------------- Other expenses: General and administrative expenses 555,446 734,843 Interest expense -- -- --------------- -------------- Total other expenses 555,446 734,843 --------------- -------------- Minority interests 235 -- --------------- -------------- (Loss) income before provision for income taxes (267,446) 1,344,177 Provision for income taxes -- -- --------------- -------------- Net (loss) income ($267,446) $1,344,177 =============== ============== Basic and diluted net (loss) income per share $(0.03) $0.13 ====== ===== Weighted average number of common shares and common stock equivalents adjusted for stock dividends 10,254,005 10,416,375 Units Single family homes 23 29 Townhomes 35 39 -- -- Total 58 68 # # # 5