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): July 14, 2004
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 July 14, 2004, Calprop Corporation issued a press release announcing its
results of operations for the quarter and year ended December 31, 2003 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 July 15, 2004 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)
July 14, 2004
IMMEDIATE RELEASE
Wednesday, July 14, 2004
CALPROP REPORTS FOURTH QUARTER
AND YEAR END RESULTS
Calprop Reports $15.1 million loss in 2003
------------------------------------------
MARINA DEL REY, CA, July 14, 2004 -- Calprop Corporation (OTC:CLPO:PK), a
California and Colorado home builder, in reporting financial results for the
three and twelve month periods ended December 31, 2003, today reported that it
has incurred net losses from operations for both periods.
"For both the three and twelve month periods ended December 31, 2003, Calprop
recognized losses from operations. Calprop has one active project in the Denver
Metropolitan market; Calprop currently has no active projects in the Southern
California; and has closed its Northern California division. On March 31,
2
2004, the backlog was 11 units, representing $2,877,000, down 56.5% from 21
units, $6,620,000, as of March 28, 2003. The three and twelve month results were
disappointing and reflect a strategy to eliminate non performing assets in
markets that are suffering long term slow downs which include both the Denver
Metropolitan and Silicon Valley markets, while cutting overhead and reducing the
company's debt," said Victor Zaccaglin, Calprop's chairman and chief executive
officer.
For the fourth quarter, Calprop's revenues were $2.2 million, a decrease of
$3.4 million or 61.7% from $5.6 million of revenues in the fourth quarter a year
ago. Losses from development operations were ($880,590) for the fourth quarter,
down $223,125 compared to losses of ($657,465) in the same quarter in the prior
year. The net losses for the fourth quarter of 2003 was ($1,521,331) or ($0.15)
per share on 10,238,781 weighted average shares and common stock equivalents,
compared with net losses of ($1,689,108) or ($0.16) per share on 10,291,795
weighted average shares and common stock equivalents, in the same quarter a year
ago. The increase in results were due primarily to the effects of an increase of
$219,566 in interest and miscellaneous income, $86,869 in reduced general and
administrative expenses and a decrease of $89,311 in losses from discontinue
operations during the quarter.
For the year-to-date period, revenues were $19.9 million, down 78.3% from $91.6
million in 2002. The losses from development operations were ($5,869,203) for
the twelve months ended December 31, 2003, down $640,020 compared to losses of
($5,229,183) for the same period in the prior year. The company reported a net
loss of ($15,144,157), or ($1.48) per share on 10,238,781 weighted average
shares and common stock equivalents, for the twelve months ended December 31,
2003, compared with net losses of ($7,890,557), or ($0.77) per share on
10,291,795 weighted average shares and common stock equivalents, in the same
period in 2002. The decrease in results were primarily driven by the increase of
$6,535,343 in the deferred tax valuation allowance to fully offset the deferred
tax asset and the increase of $1,711,949 in losses from discontinued operations.
"At year end 2003, we had three projects under construction with a total of 39
single-family residences and 89 lots under development. Additionally, we were
engaged in the development of a apartment project available for lease as well.
This apartment consisted of 68 units available for lease. This compares with
three projects with 64 residences and 91 lots a year earlier. Real estate under
development was $13,175,441 as of December 31, 2003, down $10,991,388 or 45.5%
compared to $24,166,829 as of December 31, 2002. This decrease reflects the
winding down of three projects in 2003 as compared to three active projects in
2002," Zaccaglin stated.
At December 31, 2003, shareholders' equity was ($8,252,933) or ($0.80) per
share on 10,238,781 weighted average shares and common stock equivalents
compared with $6,878,720 or $0.67 per share on 10,291,795 weighted average
shares and common stock equivalents in 2002. Cash balances of $190,770 as
compared with $3.41 million last year. Total trust deeds and notes payable was
$20,848,334, down $12,865,486 or 38.2% compared to $33,713,820 in 2002.
"Last year at this time I looked to 2003 to be a rebuilding year. We have
purchased two projects that were under contract and remain under contract to
acquire one other new property in the southwest Riverside County, California
market. We subsequently sold two of these three projects, one in Rohnert Park in
the "wine country" in Northern California and the other in the Wildomar area of
Riverside County. These sales will bolster our balance sheet and stabilize the
company. The remaining two projects comprise 96 lots and are a sound foundation
from which to launch the 2004 prospects. Clearly, 2003 was a housekeeping year
and 2004 will be a rebuilding year as well," Zaccaglin stated.
3
Calprop Corporation, a California Corporation (OTC: CLPO.PK), based in Marina
Del Rey, California, builds quality homes in some of the most desirable
communities in both Northern and Southern California and Colorado.
For additional information, please contact Mark F. Spiro at mspiro@calprop.com
or 310-306-4314, or visit www.calprop.com.
This release contains forward-looking statements within the meaning of
the "safe harbor" provisions of the federal securities laws; all statements
other than statements of historical fact are statements that could be deemed
forward-looking statements, including, without limitations, statements regarding
the Company's financial position and future operating results. Actual future
operating results may differ from the results discussed or forecasted in the
forward-looking statements set forth in this press release due factors and/or
changes in the economic conditions of the various markets where the Company
maintains projects, including, but not limited to, increases in prevailing
interest rates, increases in real estate taxes, increases in the cost of
materials and labor, and the availability of construction financing and home
mortgage financing attractive to home purchasers, as well as other risks,
uncertainties and factors detailed from time to time in the Company's SEC
reports, which are available at www.sec.gov. The Company assumes no obligation
to update the forward-looking statements included in this press release.
Contact: Mark F. Spiro, CFO
310.306.4314
mspiro@calprop.com
(Table Follows)
4
CALPROP CORPORATION
-------------------
STATEMENTS OF OPERATIONS
------------------------
(Unaudited)
Three Months Ended Twelve Months Ended
December 31, December 31,
--------------------------------- ---------------------------------
2003 2003
2002 2002
--------------------------------- ---------------------------------
Development operations:
Real estate sales 2,158,013 5,612,645 19,892,939 91,641,650
Cost of real estate sales 2,678,603 6,270,110 20,715,992 92,399,110
-------------- --------------- --------------- --------------
(Loss) from development operations before (520,590) (657,465) (823,053) (757,490)
recognition of impairment of real estate
Recognition of impairment of real estate under
development (360,000) -- (5,046,150) (4,471,693)
-------------- --------------- --------------- --------------
(Loss) from development operations (880,590) (657,465) (5,869,203) (5,229,183)
Income from investment in real estate venture -- -- -- 109,253
Other income
Gain on sale of investment in real estate -- -- 2,000,000 --
venture
Interest and miscellaneous 313,499 93,933 620,406 433,760
Management fee -- 4,844 -- 222,957
-------------- --------------- --------------- --------------
Total other income 313,499 98,777 2,620,406 656,717
Other expenses:
General and administrative expenses 454,026 527,071 1,711,586 2,379,007
Interest expense 293,331 307,155 1,309,177 420,797
-------------- --------------- --------------- --------------
Total other expenses 747,357 834,226 3,020,763 2,799,804
Minority interests -- -- 235
-------------- --------------- --------------- --------------
(Loss) from continuing operations before provision (1,314,448) (1,392,914) (6,269,560) (7,263,252)
for income taxes
Provision for income taxes -- -- 6,535,343 --
-------------- --------------- --------------- --------------
(Loss) from continuing operations (1,314,448) (1,392,914) (12,804,903) (7,263,252)
Discontinued Operations:
(Loss) from discontinued operations (including impairment for $2,268,948 fro the
year ended
December 31, 2003) (206,883) (296,194) (2,339,254) (627,305)
-------------- --------------- --------------- --------------
(Loss) from discontinued operations (206,883) (296,194) (2,339,254) (627,305)
-------------- --------------- --------------- --------------
Net (Loss) ($1,521,331) ($1,689,108) ($15,144,157) ($7,890,557)
(Loss) from continuing operations per common ($0.13) ($0.14) ($1.25) ($0.71)
share-basic
(Loss) from continuing operations per common ($0.13) ($0.14) ($1.25) ($0.71)
share-diluted
5
(Loss) from discontinued operations per common ($0.02) ($0.03) ($0.23) ($0.06)
share-basic
(Loss) from discontinued operations per common ($0.02) ($0.03) ($0.23) ($0.06)
share-diluted
Diluted income (loss) per share ($0.15) ($0.16) ($1.48) ($0.77)
Weighted average shares of common stock 10,238,781 10,291,795 10,238,781 10,291,795
Units Sold:
Single-Family Homes 9 10 38 148
Townhomes 0 4 16 100
Land 50 0 50 0
-- - -- -
Total 59 14 104 248
- more -
6
CALPROP CORPORATION
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2003 AND 2002
Assets
2003 2002
--------------------------------------------
REAL ESTATE UNDER DEVELOPMENT $13,175,441 $24,166,829
Rental property, (net of accumulated depreciation of $121,875) 8,864,917 11,182,886
--------------------------------------------
Total investment in real estate 22,040,358 35,349,715
OTHER ASSETS:
Cash and cash equivalents 190,770 3,444,541
Deferred and other assets -- 6,535,343
Other assets 1,292,744 745,347
--------------------------------------------
Total other assets 1,483,514 10,725,231
--------------------------------------------
Total assets $23,523,872 $46,074,946
============================================
Liabilities and Stockholders' Equity
--------------------------------------------
TRUST DEEDS AND NOTES PAYABLE $4,365,703 $19,726,186
RELATED PARTY NOTES 16,482,631 13,987,634
--------------------------------------------
Total trust deeds and notes payable 20,848,334 33,713,820
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES 7,720,608 2,724,856
DEPOSIT 2,521,487 2,000,000
WARRANTY RESERVES 686,376 757,550
--------------------------------------------
Total liabilities 31,776,805 39,196,226
MINORITY INTEREST -- --
COMMITMENTS AND CONTINGENCIES -- --
STOCKHOLDERS' EQUITY:
Common stock, no par value; $1 stated value, 20,000,000 shares
authorized;
authorized, 10,235,305 and 10,254,005 shares issued and
outstanding at
December 31, 2002 and 2001, respectively 10,239,105 10,235,305
Additional paid-in capital 25,850,776 25,849,446
Deferred Compensation -- (28,600)
Stock Purchase Loans (549,084) (527,858)
Accumulated deficit (43,793,730) (28,649,573)
--------------------------------------------
Total Equity (8,252,933) 6,878,720
--------------------------------------------
Total Stockholders' Equity and Liabilities $23,523,872 $46,074,946
============================================
# # #
7