<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1995, Commission file number 0-08305.
THE WRITER CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Colorado 84-0510478
-------- ----------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
#27 Inverness Drive East, Englewood, Colorado 80112
- --------------------------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 790-2870
--------------
Securities registered pursuant to Section 12(b) of the Act:
Title Of Each Class Name Of Each Exchange On
------------------- Which Registered
----------------
None None
Securities registered pursuant to Section 12(g) of the Act:
$.10 PAR VALUE COMMON STOCK
----------------------------
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
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. X
---
The aggregate market value of The Writer Corporation common shares on March 15,
1996 (based upon the average between the reported bid and asked prices of these
shares traded over-the-counter) held by non-affiliates was approximately
$3,883,144.
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date. As of March 15, 1996,
7,354,591 shares of The Writer Corporation's $.10 par value common stock were
outstanding.
<PAGE>
PART I
ITEM 1. BUSINESS.
The Writer Corporation is a developer and builder of planned residential
communities in the metropolitan Denver, Colorado area. The Company has received
local and national recognition for the design of its planned residential
communities which integrate single family homes and townhomes with extensive
greenbelts, bicycle and walking paths, winding streets and family recreation
facilities to create a beneficial lifestyle for their residents. From the date
of its inception through December 31, 1995, the Company has closed the sale of
9,026 homes in 28 communities.
RESIDENTIAL DEVELOPMENTS
The Company markets its planned residential communities to a broad spectrum of
middle and upper middle income buyers. Sales prices for the Company's homes
currently range from approximately $135,000 to $325,000.
The following table presents historical data relating to sales of the Company's
homes and homes under contract.
<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------
1991 1992 1993 1994 1995
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Total Company Revenues From
Closed Sales (in thousands) $ 11,881 $ 13,505 $ 26,800 $ 36,126 $ 31,960
Average Sales Price (per home) $163,350 $166,728 $152,270 $174,522 $194,878
Number of Company Homes
Closed 144 81 176 207 164
Company Backlog as of December
31, (number of homes) 26 97 72 36 66
Company Backlog as of December
31, (in thousands) $ 4,021 $ 12,306 $ 11,294 $ 6,365 $ 14,766
</TABLE>
Backlog is defined as the number of homes completed or under construction which
are under contract but not closed. Backlog contracts are cancelable upon
forfeiture of $2,000 to $5,000 deposits or without forfeiture if permanent
financing cannot be obtained or other contingencies included in the contract
have not been resolved. The Company expects the majority of the December 31,
1995 backlog to close within the first six months of 1996. The backlog at March
15, 1996 was 98 homes.
PLANNED RESIDENTIAL COMMUNITIES - The Company designs its planned residential
communities to complement existing land characteristics, blending cul-de-sacs
with extensive greenbelt parks, natural open space and winding streets to create
a pleasant environment compatible with its surroundings. Typically the
Company's planned communities incorporate one or more recreation facilities such
as a clubhouse, swimming pool or tennis courts. The Company constructs model
homes in each community striving for distinctive architecture and interior
design. The Company has built in 29 communities, fifteen of which have been
completed. The Company is actively
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marketing its homes in eight communities; Castle Pines North, Pier Point, Writer
Ridge II, SummerHill, NorthPark, Peninsula, SouthPark, and Settler's Village
(1996 Opening), all located in metropolitan Denver.
The following table summarizes information with respect to all of the Company's
current residential communities.
<TABLE>
<CAPTION>
Current or
Date Units In Under Construction Projected
----- ------------
Opened Master Units Under Not Under Units Not Base Price
for Sale Plan Closed Contract Contract Started Models Range
-------- ---- ------ -------- -------- ------- ------ -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
PROJECT
SOUTHPARK
Single Family 1982 269 269 0 0 0 0
Townhomes:
Colony 1982 411 411 0 0 0 0
Wildwood (5) 1982 273 266 2 4 0 1 $145,990-
$172,990
Peninsula 1992 98 46 8 9 33 2 $275,990-
$298,550
GREENBROOK
Townhomes (1) 1983 222 121 0 0 101 0
NORTHPARK
Single Family:
Executive 1983 258 258 0 0 0 0
Village 1986 163 163 0 0 0 0
New Single Family (5) 1992 55 43 7 4 0 1 $165,950-
$187,950
Townhomes (4) 1984 457 260 6 15 170 6 $135,950-
$159,950
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CASTLE PINES
NORTH
Single Family:
Royal Hill (2) 1985 271 154 10 4 100 3 $228,550-
$260,750
Kings Crossing (2) 1985 284 101 6 5 169 3 $274,950-
$327,950
KnightsBridge (2) (3) 1985 122 66 7 8 39 2 $185,550-
$207,750
Townhomes to be
determined 199 0 0 0 199 0 to be
determined
HIGHLANDS RANCH
Single Family:
Writer Ridge 1990 100 100 0 0 0 0
Writer Ridge II 1993 52 30 4 7 9 2 $192,550-
$230,550
SummerHill 1993 74 40 3 10 18 3 $160,950-
$189,950
Townhomes
Settler's Village (3) 1995 72 0 0 11 58 3 $142,950-
$162,550
PIER POINT
Townhomes 1993 46 33 9 3 0 1 $134,950-
-- -- - - - -
$152,950
Total as of
December 31, 1995 3,426 2,361 62 80 896 27
----- ----- -- -- --- --
</TABLE>
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(1) This property is not being actively developed.
(2) There will be some mix of product line within certain development tracts.
(3) These models opened in 1996.
(4) Three of these models will be sold in 1996.
(5) These models will be marketed 1996.
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OPERATIONS - The Company utilizes its staff, outside consultants and
subcontractors as necessary to accomplish all stages of development and sale
including acquisition of land, land use planning and development, building
design, construction, marketing and sales.
LAND ACQUISITION AND DEVELOPMENT - The Company currently acquires options on
land which it intends to develop in order to further explore the suitability of
the property. The Company typically engages outside consultants to verify
market expectations. They provide marketing studies which address factors such
as product design and pricing, target market location, population growth
patterns, and zoning suitability. The Company's staff prepares preliminary cost
estimates, land and site layouts, and obtains environmental and regulatory
approvals. The staff also designs preliminary roads, sewers, water, and
drainage layouts and other community amenities, in concert with independent
engineers.
The Company currently has an inventory of unplatted land and land under
development sufficient for planned construction activities for the near future.
As an additional source of lots for construction, the Company enters into
purchase agreements for developed sites.
The Company designs its residential communities to complement the
characteristics of the land and the surrounding area to create an appealing
environment. Internal staff determines the type and mix of houses suitable for
the property, evaluates traffic patterns, designs roadways, recreational areas
and greenbelts. Physical development, including paving of streets, grading of
home sites and underground installation of utilities, is generally performed by
subcontractors under fixed price contracts, which are competitively bid, and
supervised by in-house staff.
The Company is subject to regulation by various state and local authorities,
including those administering zoning and land subdivision ordinances. Certain
matters require agency approval and the Company's homes are subject to
inspection by local building departments during construction. The Company
believes that its relationships with the municipalities and agencies having
jurisdiction over its properties are excellent. The Company historically has
experienced little difficulty in obtaining the necessary permits for developing
its properties. Some local municipalities have attempted to limit growth
through allocations of building permits or water and sewer taps. The Company
has not been directly impacted by these measures to date but may be in the
future.
LAND ACQUISITION AND DEVELOPMENT FINANCING - The Company currently acquires
development financing through lending relationships with financial institutions
or other institutional lenders. In 1995, the Company's development activities
at the Castle Pines North and Settler's Village projects were financed through
these traditional banking relationships.
Traditional financing relationships were not available to the Company during the
late 1980's and early 1990's because of financial and real estate market
conditions and the operating losses which
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the Company had experienced. In response, the Company developed financing (or
refinancing) sources for its land development including borrowings from related
parties and borrowings requiring profit interest participations. These non-
traditional sources include: 1) borrowings from non-affiliated entities other
than financial institutions, including real estate investment trusts,
corporations and individual investors; 2) borrowings from non-affiliates who
have participated a portion of their loan to affiliates of the Company; and 3)
borrowings from affiliates.
The Company has agreed to share its profits from the sale of homes within
certain projects acquired, refinanced and/or developed with funds borrowed from
the non-institutional financing sources mentioned in the preceding paragraph.
This cost of sharing profits is being recorded as a financing cost to the
Company. These arrangements have also included payments to the lenders in the
form of commitment fees, or in some cases payments to mortgage brokers who
have assisted the Company in obtaining the financing. See additional discussion
at Item 13, Certain Relationships and Related Transactions. With the improved
performance of the Company and the real estate market and because more
traditional lenders have entered the market, the Company has consummated
financings which do not require profit sharing interest payments.
HOME CONSTRUCTION - The Company typically completes construction of its homes in
80 to 120 working days, depending on the complexity of the model. On-site
construction is performed by subcontractors and overseen by the Company's
project supervisors. Most subcontract work is performed under fixed price
contracts, which usually cover both labor and materials. Cost savings are
sought through the use of quality standard materials and components, building on
contiguous sites, standardization of available options, limiting certain types
of options and efficient use of land. The Company has many long standing
relationships with its subcontractors and believes that these relationships
contribute to cost and production efficiencies. The Company continually
considers design innovations in its house plans, most of which were developed
internally and refined over the years.
CONSTRUCTION FINANCING - The Company currently obtains the majority of its
construction financing under revolving lines of credit or guidance lines of
credit with local and national banks. These agreements provide for some lot
purchases and substantially all material and outside labor costs incurred in the
construction of residences. In addition, certain agreements provide model home
financing and allow a specific number of speculative homes to be built. The
balance of the Company's work in process is financed through several smaller
lenders each of which will allow a certain number of speculative and presold
homes. The term of the facilities require annual renewals, commitment fees of
0.5% to 1.5%, and bear interest generally at prime plus 1% to prime plus 1.5%.
During 1994 and 1993, the Company financed the majority of its construction by
securing individual or small groups of loans for presold units with a minimal
amount of speculative unit financing available. Generally these construction
loans required higher commitment fees and higher interest rates than current
institutional loan commitments. The Company has approximately $24,400,000
available from institutional and non-institutional financing sources for
construction financing as of December 31, 1995.
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MARKETING AND SALES - The Company markets its planned residential communities
to middle and upper middle income purchasers through Company employed, on-site,
commissioned salespersons. Many of the Company's sales involve co-operative
commission arrangements with an independent real estate broker. The Company
advertises in the print media, uses various types of signage, including
billboards, and maintains model home complexes at its communities to assist
sales efforts. In 1995 the Company expanded its advertising media to include
television and radio; however because of the relatively high cost of these
medias the Company does not anticipate that they will be used extensively in the
future. Prospective purchasers execute contracts for the Company's homes,
making a down payment of $2,000 to $5,000 which is forfeited if the home is not
purchased for any reasons other than failure to obtain financing or resolution
of other contingencies in the contract.
CUSTOMER FINANCING - The Company has identified mortgage lenders which are
available for buyers to use which it feels are capable of providing timely and
professional services at competitive rates. The Company does not require any
specific permanent financing relationship to be used by buyers. This practice
allows the Company to focus on its primary marketing objective of home sales.
Most buyers obtain long term loans with down payments ranging from 5 to 30% of
the purchase price. In order to facilitate certain transactions, the Company
provides credits against the purchase price of up to 2% which can be used by
purchasers to obtain financing for their homes.
OTHER FACTORS - Interest rates are a significant factor that impact the real
estate development and home building industry. Interest rates affect
construction and financing costs and rates directly impact the number of
purchasers who are willing to buy houses and who qualify for mortgage financing.
Most raw materials the Company uses are readily available and are carried by
major suppliers. During 1993 the Company was affected by unusual inflation
costs related to lumber purchases, but these markets have been relatively stable
since 1993.
In 1993 the State of Colorado adopted a constitutional amendment which limits
the increases in taxes which can be imposed by State and local governments.
This has caused some jurisdictions to impose higher fees and introduce new fees.
Typically the fees are added costs of construction ultimately increasing sales
prices to the buying public. See additional discussion at Item 7, Management's
Discussion and Analysis of Financial Condition and Results of Operations.
NEW PROJECTS
The Company has maintained its ownership of approximately 575 lots in its Castle
Pines North project, even though it was not actively marketed from 1991 through
the fourth quarter of 1994, because of the financial uncertainty of the Castle
Pines North Metropolitan District ("District") which provides water and sewer
services to the project. The District completed a reorganization in June 1994
at which time the project was reopened. The Company's efforts during the
balance of
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1994 were directed to development of lots, including those necessary for a new
model complex for the Company's Kings Crossing and Royal Hill product lines, in
finalizing individual housing designs and in gearing up production capabilities.
New financing was obtained for both home construction and lot development. The
Company opened a new model complex in April of 1995 and sold 41 homes through
December 31, 1995. In February of 1996 the Company opened an additional model
complex for the Knights Bridge product line. Through March 15, 1996 an
additional 27 homes had been sold at the re-opened project.
During 1994, the Company reassessed the planned use of a multi-family parcel and
a 38 lot single family parcel at its NorthPark project. The Company replatted
the parcel for townhome use, obtained approval of the revised plat from the
City of Westminster, Colorado and is developing 176 townhome sites.
Construction of the model complex is presently under way, and full scale
marketing will begin in April of 1996. This will be the last development parcel
within the Northpark community.
In June 1994, the Company entered into a land purchase option agreement to
acquire 22 acres of raw land in Highlands Ranch. In June of 1995, the first one
third of the parcel was acquired and development initiated. The Company
obtained loans from two affiliates totaling $276,000 which were used for the
initial down payment on the $550,000 purchase price. The $276,000 advance was
repaid from proceeds of the Company's 1995 Private Placement of common stock.
See additional discussion at Item 13, Certain Relationships and Related
Transactions. This land is being developed for the construction of Settler's
Village, a 197 unit townhome community. Commensurate with the purchase of the
ground, the Company entered into a financing relationship with one of its
existing lenders through which the necessary development financing for Phase I
of the project was obtained. In addition, this same lender has extended the
Company a $3,500,000 construction line of credit for development of the model
complex and construction of pre-sold and speculative units. Model construction
should be completed in April of 1996.
PRIVATE PLACEMENT OF COMMON STOCK
During the second quarter of 1995, the Company offered to private investors
2,000,000 shares of its common stock at $1.50 per share. In total 1,637,516
shares of stock were issued through this private placement with 1,530,003 shares
subscribed as of December 31, 1995 and the balance subscribed in 1996. Through
this offering the Company raised $2,380,000 of new working capital. An
underwriting fee was paid in 1996 by issuing 51,180 shares of the Company's
common stock. See additional discussion at Item 7, Management's Discussion and
Analysis of Financial Condition and Results of Operations.
EXTINGUISHMENT OF DEBT
On June 22, 1995 the Company entered into an agreement with one of its lenders
by which approximately $2,756,000 in outstanding unsecured debt was satisfied
for $750,000 cash payment which resulted in an extraordinary gain before tax of
approximately $2,000,000. The Company
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made the payment with proceeds of the common stock offering discussed above. In
addition, under the terms of a previous restructuring agreement, the Company was
obligated to this lender for stock appreciation rights on 500,000 shares of the
Company's common stock which was also satisfied in full upon final payment to
the lender in August of 1995.
DISCONTINUED OPERATIONS
In 1983 the Company formed a limited-purpose subsidiary, Writer Financial
Corporation (WFC) to provide mortgage loans to the Company's customers.
Substantially all of the loans and related assets and liabilities of WFC were
disposed of during 1993 and its operations were discontinued.
TREASURY STOCK RETIREMENT
Pursuant to a recently promulgated statute, which requires Colorado corporations
to treat treasury stock as shares that have been returned to the status of
authorized but unissued, the Company eliminated the treasury stock it previously
carried as a reduction of equity. See Item 14; Exhibits, Financial Statement
Schedules, and Reports on Form 8-K.
EMPLOYEES
As of December 31, 1995 the Company had 77 full time, including 5 in executive
positions, 15 in sales activities, 41 in planning, construction or development
activities, 11 in administrative activities, 5 involved in property management,
and 4 part-time employees.. The Company considers its employee relations to be
good and none of the Company's employees are unionized.
FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS
The Company currently operates in one industry segment, the residential real
estate development and homebuilding industry.
ITEM 2. PROPERTIES.
The Company's principal offices are located at 27 Inverness Drive East,
Englewood, Colorado 80112, in an 11,800 square foot building owned by the
Company.
The Company owns various parcels of real estate in metropolitan Denver which it
holds for development as residential property. These residential properties are
addressed in further detail in Item 1 above.
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ITEM 3. LEGAL PROCEEDINGS.
The Company is involved in various legal matters of a nature incidental to its
business which in the opinion of management should not have a material adverse
effect on the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
The Company's common stock is traded over-the-counter under the symbol WRTC.
The following table presents the "low estimated offer"and "high estimated bid"
quotations (as supplied by the National Quotation Bureau, Inc.) and dividend
information for the Company. The approximate number of holders of record of the
Company's common stock as of March 15, 1996 was 400.
STOCK PRICE AND DIVIDENDS
<TABLE>
<CAPTION>
Dividends Paid
1995 High Low Per Share
---- ---- --- ---------
<S> <C> <C> <C>
First Quarter $ 1.88 $ 1.25 None
Second Quarter 1.75 1.25 None
Third Quarter 2.13 1.50 None
Fourth Quarter 1.88 .88 None
1994
----
First Quarter $ 2.66 $ 2.44 None
Second Quarter 2.56 1.94 None
Third Quarter 2.19 2.06 None
Fourth Quarter 1.94 1.69 None
</TABLE>
ITEM 6. SELECTED FINANCIAL DATA.
The selected financial and other data of the Company set forth below should be
read in conjunction with the Company's Consolidated Financial Statements and the
notes thereto included elsewhere in this Form 10-K.
<TABLE>
<CAPTION>
Dollar amounts in thousands other
than per share data 1995 1994 1993 1992 1991
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Revenues $31,960 $36,126 $26,800 $13,505 $11,881
Net income (loss) from continuing
operations $(316,000) $1,233,000 $(664,000) $(925,000) $(4,072,000)
Net income (loss) from continuing
operations per share $(.05) $.21 $(.13) $(.19) $(.93)
Net income (loss) (1)(2) $1,121 $1,233 ($388) $7,266 $7,077
Net income (loss) per share (1)(2) $0.18 $0.21 ($0.08) $1.50 $1.61
Weighted average shares
outstanding 6,322,800 5,974,300 5,258,900 4,837,900 4,400,400
Dividends paid per share -0- -0- -0- -0- -0-
Total assets $41,070 $41,851 $36,637 $43,474 $48,072
Notes payable $22,419 $25,937 $21,713 $31,224 $42,224
</TABLE>
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(1) These amounts include operations of the Company's discontinued commercial
segment, and the extraordinary gains of $1,437,000, $8,422,000, and $11,269,000
recorded during 1995, 1992, and 1991, respectively.
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(2) These amounts include the gain on the disposal of net assets of
discontinued operations of $299,000, net of taxes of $89,000 during 1993.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
RESULTS OF OPERATIONS
The Company's results for 1995 were significantly and positively impacted by
gains realized on the extinguishment of debt. These gains totaled approximately
$2,160,000 before income tax effect. The Company had a loss from residential
operations of $1,199,000 versus an operating profit of $805,000 in the prior
year. These losses were due primarily to lower sales volume, price concessions
dictated by the Denver housing market and carrying costs attributable to
substantial completed but unsold inventory. The Company's operating income
improved during the fourth quarter of 1995 resulting in a reduction of the third
quarter year to date loss of approximately $300,000. See discussion in this item
at Liquidity and Capital Resources.
The Company closed 164, 207, and 176 homes during the years ended December 31,
1995, 1994 and 1993, respectively. The impact of the 21% decrease in units
closed from 1994 to 1995 was partially offset with a 12% increase in average
selling price, resulting in a $4,166,000 or 12% decrease in revenue for 1995
compared to 1994. The Company's revenue decrease reflects the overall drop in
the new home sales level in the metropolitan Denver area which decreased by 22%
during the first five months of 1995 versus 1994. The results for 1995 also
reflect the negative impact on new orders which the rise in interest rates
during the fourth quarter of 1994 had on the Company's sales effort. Increased
competition from national and regional builders led to price concessions at many
competing projects and at some of the Company's projects where market share was
being impacted. The lack of new orders in the first half of the year translated
to fewer than expected closings in the second half of 1995. During this period
the Company focused on reducing speculative inventory by providing additional
incentives to the buyer, which impacted gross profit margins.
During the second half of 1995, the overall market improved significantly
narrowing the decrease in the number of units started to 97% of the previous
year. Part of this overall improvement was caused by stabilizing interest
rates. The Company's sales performance improved during the year and it finished
1995 with a backlog which was approximately 83% higher than the backlog at
January 1, 1995, i.e., the Company's backlog increased by 36 units or
$8,400,000. The opening of the new model complex at Castle Pines North coupled
with improvement in long term mortgage rates assisted the Company in increasing
sales and its backlog throughout the year.
Revenues in 1994 increased by $9,326,000 or 35% as compared to 1993. The
increase in 1994 was due to additional sales and closings stemming from the
Company's expanding operations and an increase in the average sales price. The
sales effort in 1994 was enhanced by the Company's ability to obtain adequate
levels of construction financing which allowed the Company to start homes on a
more consistent basis, for the first time in several years.
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The average sales price per house was $194,878, $174,522, and $152,270 for 1995,
1994 and 1993, respectively. The change in average sales price reflects the
change in the mix of townhome, single family and cluster homes sold during the
periods coupled with some increase in selling prices driven by demand or cost
increases for some of the Company's product. The table below illustrates this
mix.
<TABLE>
<CAPTION>
Closings Townhomes Single Family Cluster Homes Total
--------- ------------- ------------- -----
<S> <C> <C> <C> <C>
Year ended December 31, 1995 97 51 16 164
Year ended December 31, 1994 123 70 14 207
Year ended December 31, 1993 109 51 16 176
</TABLE>
In 1995, cost of sales decreased, by $2,450,000 or approximately 8.5%. This
decrease, coupled with the previously discussed revenue decrease, negatively
impacted gross profit by $1,717,000. Gross profit was $5,645,000 or 17.7% of
sales revenue. As discussed above, the liquidation of speculative inventory
during the year via discounting and incentive programs is primarily responsible
for the lower gross profit margins compared to prior periods. Management
believes these steps were necessary during the first half of 1995 to decrease
the Company's work-in-process inventory of speculative units.
Cost of sales increased $6,846,000 or 31% in 1994 from 1993. The increase
correlates to the increases in the number of sales for the respective years.
Cost of sales in 1994 did not rise in the same proportion as revenue due to
economies of scale earned with the increased production of homes. This resulted
in gross profit margins of 20%, and 18% for the years ended December 31, 1994,
and 1993, respectively.
In 1995, the Company's sales and marketing expenses increased by $209,000. As a
percentage of revenue the expenses were 10%, an increase of 2% over 1994. The
completion of the Castle Pines North models and their associated costs for
interest, taxes, maintenance and depreciation of model furnishings was a
contributing factor to the increase. In addition, product advertising was more
cost intensive due to the inclusion of radio and television ads in the overall
marketing strategy.
In the prior periods, internal commissions and broker co-op commissions, the
Company's most significant sales and marketing expenses, increased consistently
with higher closing levels. Overall sales and marketing costs increased
$833,000 and $941,000 in 1994 and 1993, respectively, as compared to the prior
year. As a percentage of revenue, marketing was 8% for both 1994 and 1993. The
increases during 1993 and 1994 also reflect higher model home costs, more
product advertising and company-wide name recognition advertising in an effort
to perpetuate the rise in the number of sales per year.
In 1995, general and administrative expenses decreased by $128,000 or 7% over
the same costs in 1994. As a percentage of revenue they were similar to prior
years at approximately 5%. During 1995 the Company had a staff reduction aimed
at effectively matching expected costs with lower revenue expectations.
General and administrative expenses decreased $257,000 during 1994 and increased
$134,000 in 1993. The increase in 1993 reflects staffing increases commensurate
with increasing production capacity. Both the
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increase in 1993 and the decrease in 1994 are reflective of expense fluctuations
related to the resolution of the Castle Pines North Metropolitan District
bankruptcy. The Company continues to closely monitor all overhead categories
in order to achieve as efficient an operation as possible.
During the years ended December 31, 1995, 1994 and 1993 interest of $3,693,000,
$3,668,000 and $2,941,000, respectively, was incurred of which $1,668,000,
$1,815,000 and $1,039,000, respectively, was capitalized. In 1995 the Company
expensed approximately $206,000 more interest than in 1994. The Company follows
a policy of expensing (versus capitalizing to inventory) interest attributable
to inventory assets that are essentially ready for sale. As previously
discussed, the Company's completed speculatory inventory was high during the
first half of 1995 which increased the balance of assets which did not qualify
for capitalization. There was not a significant change in interest expensed
between 1993 and 1994 which is reflective of higher debt levels and higher
interest rates in 1994 offset by higher work-in-process inventory levels that
qualified for interest capitalization.
The increase in interest and other income in 1994 over 1993 reflects the
combined impact of increases in several items including property management fees
collected from a related party, interest income, rental income generated by
leasing completed homes at the Company's Castle Pines North community and other
miscellaneous nonrecurring items. The Company discontinued leasing these units
during third quarter of 1994, when the project was reopened, which accounts for
a decrease in income during 1995.
FINANCIAL CONDITION
At December 31, 1995 the Company had 142 homes under production ranging from
foundation staking to final completion as compared to 188 at December 31, 1994.
The decrease in the total number of units contributed to the decrease in the
carrying value of homes under construction of $2,286,000. In addition, the
Company had more homes that were substantially complete but were unsold as of
December 31, 1994.
Backlog was 66 and 36 at December 31, 1995 and 1994, respectively. During the
last quarter of 1995 the Company experienced an increase in backlog of 20 units
compared to the last quarter of 1994. The Company's backlog at March 15, 1996
was 98 homes. Improvement in backlog is due primarily to an increase in sales
at the Company's Castle Pines North community as well as improvement in the
Metro Denver housing market.
During 1995, the Company recorded 194 new orders, net of cancellations, a
portion of which will close in 1996, representing a 15% increase over the 1994
new orders of 169 units. At December 31, 1995 and 1994, the Company's work-in-
process included a mix as follows:
14
<PAGE>
WORK IN PROCESS INVENTORY
<TABLE>
<CAPTION>
Year Ended Dec. 31 Presold Speculative Total
- ------------------------------------------------------------------
<S> <C> <C> <C>
1995 66 76 142
1994 36 152 188
</TABLE>
During 1995, the Company opened six models at the Castle Pines North project
which were started in 1994. This increase in assets was offset by the sale of
five completed models at other projects.
Land and land development increased by $3,512,000 because the Company was
aggressively developing lots in Castle Pines North, and to a lesser extent at
the Peninsula and Northpark projects.
Unplatted land decreased as a new filing at Northpark was put into development.
Cash and cash equivalents as of December 31, 1995 had increased slightly over
1994. The Company historically experiences temporary increases in cash and
cash equivalents at year end as a result of closings which predominantly occur
at the end of each period. In order to sustain the Company's recent growth a
substantial portion of its available cash is used in its operations with any
excess used to reduce its liabilities to subcontractors, suppliers and lenders.
The decrease in restricted cash as of December 31, 1995 reflects the use of cash
previously escrowed for land development pursuant to land agreements. In
addition, restricted cash that supported a letter of credit issued by a lender
to insure the completion of certain development work was released and used for
development because a new letter of credit was issued by a new lender who did
not require cash collateral.
The decrease in other assets is due to the application of a deposit on a parcel
of raw land on which was purchased in 1995.
DISCONTINUED FINANCING OPERATIONS.
On December 29, 1993 the Company sold substantially all of the assets and
assigned all of the related liabilities of its principal financial subsidiary to
the entity which previously administered the Company's mortgage and bond
program. Proceeds of $1,100,000 in cash were received and a resulting gain of
$299,000, net of income taxes of $89,000, was recorded. This sale divested the
Company of a majority of its mortgage assets. The sale of the mortgages caused
the Company to recognize an additional $4,465,000 of taxable income in 1993. The
Company utilized its tax net operating loss carry forward to offset the taxes
associated with this sale; however, this loss carry forward was not available to
offset the alternative minimum taxes which were payable from this transaction.
15
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
The Company's liquidity and capital resources were enhanced during 1995 by the
recently completed private placement of common stock. However, due to the lack
of consistently profitable operations, the Company continues to stretch its cash
resources. In addition, the Company continues to devote cash resources to
increase its land development activities in order to increase land inventory and
provide building sites for its construction operations at lower cost levels.
During 1995, the following transactions were completed, each providing a
positive impact on the Company's liquidity and capital resources.
During the second quarter of 1995, the Company offered 2,000,000
shares of its common stock to private investors. Through this
offering the Company raised $2,380,000 of new working capital. An
underwriting fee was paid in 1996 by issuing 51,180 shares of the
Company's common stock. In total 1,637,516 shares of stock were
issued through this private placement with 1,530,003 shares
subscribed, at December 31, 1995 and the balance subscribed, in 1996.
Four of the Company's directors participated in the offering; George S.
Writer, Jr. ($300,000), Robert G. Tointon, through his affiliated company,
Phelps-Tointon, Inc., ($200,000), John Crosland, Jr. ($150,000), and Louis
P. Bansbach, III ($100,000). The balance of the stock purchase was by
investors which were unaffiliated with the Company.
In June of 1995, the Company entered into a short term borrowing
arrangement with George S. Writer, Jr., and Robert G. Tointon, through his
affiliated company, Phelps-Tointon, Inc., whereby each advanced $138,000
which was used to purchase a parcel of land to be developed into the
Company's Settler's Village townhome project. These notes were repaid
through the private placement offering as the debt was exchanged for shares
as repayment. Their additional stock purchases were made with cash.
In February of 1995, the Company consummated a new $4,100,000 land loan
with a financial institution. Proceeds from the new loan were used to
repay a $2,447,000 obligation outstanding at December 31, 1994 at a
discount which resulted in a gain of $153,000, net of related costs. The
balance of the loan commitment is being used for lot development, water and
sewer tap purchases, and interest payments. This facility is non-revolving
except for the water and sewer tap portion, bears interest at prime plus
1.5% and matures in three years. In addition to this land loan, the lender
committed to a $5,000,000 revolving construction facility for use at the
Company's Castle Pines North project. Both facilities are secured by Deeds
of Trust on that project. The development facility was modified and
increased in August 1995 to accommodate additional lot development. The
construction facility was modified
16
<PAGE>
and increased to $7,000,000 in March, 1996 to accommodate the sales
activity at Castle Pines North.
In April of 1995, the Company made the final payment on the land
refinancing and development debt used to develop its Southpark project.
The additional cash flows generated from sales allowed the Company to repay
some unrelated debt which carried a 12% interest rate.
On June 22, 1995 the Company entered into an agreement with another of its
lenders by which approximately $2,756,000 in outstanding unsecured debt was
satisfied by a $750,000 cash payment which resulted in an extraordinary
gain before tax of approximately $2,006,000. The Company made the payment
with proceeds of the common stock offering discussed above. In addition,
under the terms of a previous restructuring agreement, the Company was
obligated to this lender for stock appreciation rights on 500,000 shares of
the Company's common stock which was also satisfied in full upon final
payment to the lender in August of 1995.
In July of 1995, the Company renewed its $12 million credit facility with a
national lender which was originally earmarked for its Castle Pines North
development. The renewal allows the Company to use the facility in several
of its other projects, as well as Castle Pines North.
In September of 1995, the Company finalized a $4.4 million commitment for
financing the development and construction of the Company's new townhome
community, Settler's Village.
Effective December 31, 1995, the Company modified a $1,000,000 loan
agreement with a lender which will allow the Company to pay in lower
monthly installments the previously required annual installments including
the $125,000 principal reduction which was due on December 31, 1995.
It has been difficult for the Company to obtain development financing from
traditional sources such as financial institutions. In response the Company has
secured financing from non-traditional sources including affiliates, real estate
investment trusts, individuals and corporations. These development lending
relationships carried additional interest payments calculated 1) as a percentage
of "defined" net profits from the project financed, typically at 50%, or 2) as a
per lot fee of $1,600 to $2,000, due at the time the house was transferred to a
third party. These profit sharing arrangements, reflected as interest cost,
have contributed to strained cash flow and have increased the Company's average
cost of funds.
In addition, some of the non-traditional development credit facilities, which
included proceeds used to pay off or refinance debt associated with the
Company's existing projects, were not sufficient to complete all development at
certain projects. Therefore the Company supplemented the development loans with
cash generated from operations in order to accelerate or sustain the development
of lots.
17
<PAGE>
In response to its cash flow problems the Company modified three of its
development loan agreements. Each of the modifications continue to enhance the
Company's liquidity. During the first quarter of 1994 the Company modified its
development loan agreement with Company affiliates related to its Peninsula
project. This modification included a provision by which the lender deferred
its profit participation while $800,000 of cash was accumulated and reserved for
future development activities on this project. This change was necessary to
ensure that adequate development financing would be available based on the
Company's estimates of the cost to complete. The original agreement required an
accelerated distribution of cash flow in that the lender would receive 75% of
the cash flow and the Company would receive 25% until the lenders' initial
advance of $3.5 million had been repaid. Under the modification, profits and
losses are being split equally. The deferred profit participation is being
repaid to the lender as houses are closed. At December 31, 1995, $160,000 of
this amount remains due to the lenders.
During December 1994, the Company renegotiated its development obligation
related to its NorthPark project. The original obligation, scheduled to mature
in January 1995, was extended to January 1, 1998. In addition, the lender
agreed to increase the overall loan commitment by $2,782,000, which reflected
the estimated remaining development costs. The majority of the increase is
being used to finance the development of the replatted townhome site previously
discussed. In exchange, the release payment due to the lender upon sale of a
lot was increased and the Company has agreed to extend the $1,600 per lot
additional interest payment to include closings from the replatted parcel.
These payments will replace the $175,000 additional interest payment associated
with the multifamily parcel which was replatted.
In 1993 the Company modified and extended its development loan for the Pier
Point project. This modification increased the overall commitment by $265,000.
This loan matures on October 1, 1996. Based on current absorption levels the
Company will retire this debt in 1996.
Management believes that the modifications discussed above and the new
development loans are sufficient to provide an adequate supply of lots for
building throughout 1996.
The Company's borrowing capacity for construction of homes improved during 1994
when the Company negotiated two significant revolving lines of credit. These
two facilities continue to provide the Company $17,000,000 of funding to start a
defined number of speculative homes as well as a significant number of presold
homes without the time lag and administrative burden associated with smaller
facilities. The Company plans to continue to use the small to medium sized
lenders to supplement its revolving lines of credit. At December 31, 1995, the
Company had $24,400,000 of unused commitments available for construction
purposes.
On June 16, 1994, a court-approved reorganization plan for the Castle Pines
North Metropolitan District which provides water and sewer services to one of
the Company's projects became effective. Under the terms of the reorganization
plan, the Company has entered into a tap purchase agreement which will require
the Company to purchase 330 taps at a minimum rate of 40 taps per calendar year
beginning in 1994. The price of the taps will range from $13,000 to $17,500
depending on when they are purchased. The Company has completed its required
purchase for 1994 and 1995. The funding for these taps can be provided by the
$4,100,000 land loan previously discussed or funded through the projects
construction facility.
18
<PAGE>
Working capital constraints will continue unless the Company sustains
profitable operations. In order for the Company to maintain profitability
several factors affecting operations need to be considered, some of which are
outside the Company's control. They include, but are not limited to, continued
stability in market demand, lack of dramatic interest rate increases, and
continued enhancement of sales and production levels, coupled with ongoing cost
containment programs. Continued improvement in operating results and or some
combination of additional equity or debt will be necessary if the Company is to
maintain all of its obligations on a current basis, and continue to expand its
operations.
18
<PAGE>
PART III
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
DIRECTORS
Name, Age, and Other Period Served as Director and Business
Positions, if any, with Registrant Experience During Past 5 Years
- ---------------------------------- ------------------------------
George S. Writer, Jr., 60 Chief Executive Officer, Chairman of the
Chief Executive Officer, Board since 1964. Elected as director
Chairman of the Board of Directors in 1961.
Roland Seidler, Jr., 67 Elected a director in 1971. Mr. Seidler
is the Chairman and Chief Executive
Officer of The Seidler Companies
Incorporated, a Los Angeles based
investment banking firm. Mr. Seidler also
is a member of the Boards of Directors for
First Business Bank and First Business
Corporation.
Ronald S. Loser, 62 Elected a director in 1973. Secretary
Secretary of The Writer Corporation since its
inception. Mr. Loser is a Principal of
Brega & Winters, P.C., a Denver law firm.
Deane J. Writer, Jr., 62 Elected a director in 1975. Since January
1992 Mr. Writer has been an account
executive with HRH Insurance, a national
insurance agency. Prior to that he was
the owner of The Writer Agency, since
1956.
Louis P. Bansbach, III, 55 Elected a director in 1989. Mr. Bansbach
is President of Columbine Realty, Inc.,
and a Director of United Bancorp of
Wyoming.
20
<PAGE>
Robert G. Tointon, 62 Elected a director in 1992. President and
Chief Executive Officer of Phelps-
Tointon, Inc. a manufacturer of
structural and architectural pre- stress
components, detention equipment, safes,
and architectural woodwork. Mr. Tointon
is also a director of Public Service
Company of Colorado.
Patrick D. Broe, 48 Elected a director in 1992. President and
Chief Executive Officer of the Broe
Companies, Inc. a diversified holding
company based in Denver, Colorado.
John Crosland Jr., 67 Appointed director in November, 1995.
Chairman of the Crosland Group, a real
estate development company headquartered
in Charlotte, NC, since 1986. Mr.
Crosland was appointed a Life Director of
the National Association of Home Builders
(NAHB) in 1968, and serves as a Trustee to
the NAHB Mortgage Finance Committee. Mr.
Crosland also serves as a director for
First Union National Bank of North
Carolina and Summit Properties of
Charlotte, North Carolina.
DIRECTORS FEES AND TRANSACTIONS - Since 1990 no director fees have been paid to
any director.
In 1995, 1994 and 1993, Brega and Winters, the law firm in which Ronald S. Loser
is a principal, was paid attorneys' fees. Additionally, insurance is placed
with a company with which Mr. Deane J. Writer, Jr. is employed and receives a
commission. The Company places substantially all of its insurance coverage
through this agency. In the opinion of management, the amounts charged in these
transactions are less than or comparable to charges which would have been made
by unaffiliated parties. Deane J. Writer, Jr. is a first cousin of George S.
Writer, Jr.
Executive Officers - Set forth below are the names, ages and offices held by
each of the executive officers of the Company.
NAME AND AGE POSITIONS HELD AND BUSINESS EXPERIENCE DURING
PAST 5 YEARS
- ------------ --------------------------------------
George S. Writer, Jr., 60 Chief Executive Officer, Chairman of the Board
of Directors of The Writer Corporation since
1964.
21
<PAGE>
Ronald J. Benkert, 42 President and Chief Operating Officer since
February 1996. From January 1995 to January
1996, Mr. Benkert served as President of
Williamsburg Properties, Inc., a residential
homebuilder based in Cincinnati, Ohio. From
November, 1979 to October 1994, Mr. Benkert
worked for Zaring Homes Inc., a publicly
traded regional developer and homebuilder based
in Cincinnati, Ohio. Mr. Benkert served as
President of Zaring from December 1989 to
October 1994.
Robert R. Reid, 47 Senior Vice President Operations since August
1992. Mr. Reid has been employed by the
Company since 1977 and served as Vice
President-Construction, Vice President-
Southwest Region, Construction Manager and
Project Manager prior to his present position.
Daniel J. Nickless, 40 Senior Vice President, Chief Financial Officer
and Treasurer since June 1994. Mr. Nickless
served as Vice President of Finance and
Treasurer from July 1993 to June 1994, and Vice
President Controller since November 1989. Mr.
Nickless joined the Company as Controller in
February 1989.
Derrell Schreiner, 42 Vice President of Construction since July 1993
and also serves as the Company's Safety
Officer. Mr. Schreiner has been employed by
the Company since 1985 and served as
Construction Manager and as a project
superintendent prior to his present position.
Michael L. Frederick, 49 Sales Manager since September 1995. Prior to
joining the Company full time, Mr. Frederick
served as a consultant to the Company working
in homeowner relations and sales and marketing
since September 1994. Mr. Frederick is a
retired United States Air Force Lt. Colonel.
The Company is not aware of any officer, director or holder of 10% or more of
its securities which has failed to comply with the reporting requirements under
Section 16, of the Securities Exchange Act of 1934.
ITEM 11. EXECUTIVE COMPENSATION.
The information in the following table is given as to the Company's Chief
Executive Officer. No other executive officer of the Corporation received total
remuneration from the corporation and its subsidiaries of more than $100,000
during the three years ended December 31, 1995.
22
<PAGE>
SUMMARY COMPENSATION TABLE
Annual Compensation
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Name and Principal Other Annual
Position Year Salary Bonus Compensation(1)
<S> <C> <C> <C> <C>
George S. Writer, Jr. 1995 $100,800 $-0- $257,661
Chief Executive Officer 1994 100,800 -0- (69,561)
1993 99,400 -0- 146,413
</TABLE>
- --------------------------------------------------------------------------------
(1) Amounts disclosed represent earnings or losses on the individual vested
portion of the Company qualified profit sharing retirement plan account balances
during the years presented. The Company has not made contributions to this
plan since 1987.
23
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
As of March 1, 1996, to the knowledge of the Company, the following persons
owned beneficially and of record more than 5 percent of the Company's common
stock:
<TABLE>
<CAPTION>
Name and Address of Amount and Nature of Percent
Title of Class Beneficial Owner Beneficial Ownership Of Class
- -------------- ---------------- -------------------- --------
<S> <C> <C> <C>
Common Stock George S. Writer, Jr.(1) 1,377,475 18.7%
Littleton, Colorado
Common Stock Phelps-Tointon, Inc.(2) 1,220,666 16.6%
Greeley, Colorado
Common Stock Polaris Capital Corporation(3) 549,384 7.5%
Denver, Colorado
</TABLE>
- -------------------------
(1) Control person of the Company.
(2) Phelps-Tointon, Inc. is a company which is partly owned by
Robert G. Tointon, one of the Company's directors.
(3) Polaris Capital Corp. is wholly-owned by Patrick D. Broe, one
of the Company's directors.
Security Ownership of Management - The following information indicates the
common stock of the Company beneficially owned, directly or indirectly, by all
directors and executive officers of the Company as of March 1, 1996.
<TABLE>
<CAPTION>
Amount and Nature of Percent
Title of Class Beneficiary Ownership of Class
-------------- --------------------- --------
<S> <C> <C> <C>
George S. Writer, Jr. Common Stock 1,377,475 18.7%
Robert G. Tointon (1) Common Stock 1,220,666 16.6%
Patrick D. Broe (2) Common Stock 549,384 7.5%
Louis P. Bansbach, III Common Stock 225,238 3.1%
Deane J. Writer, Jr. Common Stock 209,000 2.8%
Roland Seidler, Jr. Common Stock 186,474(3) 2.5%
John Crosland, Jr. Common Stock 160,000 2.2%
Daniel J. Nickless Common Stock 25,710 (4)
Robert R. Reid Common Stock 25,430 (4)
Ronald S. Loser Common Stock 11,900 (4)
Derrell Schreiner Common Stock 5,000 (4)
All Directors &
Officers as a group (11) Common Stock 3,996,277 55.02%
</TABLE>
24
<PAGE>
(1)Reflects shares held by Phelps-Tointon, Inc., of which Mr. Tointon is the
President and part owner.
(2)Reflects shares held by Polaris Capital Corp., a company owned by Mr.
Broe, for which he also serves as President.
(3)Does not include shares in varying amounts owned as a market maker by a
broker-dealer with which Mr. Seidler is affiliated.
(4)Less than 1% of shares outstanding.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The following information is furnished with respect to certain transactions in
which the amount involved exceeded $60,000 and which involved an officer,
director, beneficial holder of more than five percent of the voting stock of the
Company or a person or entity affiliated with such persons.
Certain of the Company's officers and directors, directly and indirectly,
provided financial assistance to the Company in several transactions through
December 31, 1995.
COMMON STOCK PURCHASE - During the second quarter of 1995, the Company initiated
and subsequently completed a private placement of its common stock. Four of the
Company's directors participated in the offering; George S. Writer, Jr.,
($300,000), Robert G. Tointon, through his affiliated company, Phelps-Tointon,
Inc., ($200,000), John Crosland, Jr., ($150,000), and Louis P. Bansbach, III,
($100,000).
LAND ACQUISITION LOAN - On June 30, 1995, the Company entered into a short term
borrowing arrangement with George S. Writer, Jr., $138,000, and Robert G.
Tointon, through his affiliated company, Phelps-Tointon, Inc., $138,000, by
which these amounts were advanced to the Company and used to purchase a parcel
of land to be developed into the Company's Settler's Village townhome project.
These notes were repaid through the private placement offering as the debt was
exchanged for shares as repayment. Their additional stock purchases were made
with cash.
SUBDIVISION LOAN PARTICIPATIONS - On January 14, 1992 the Company executed a
loan agreement with a real estate investment trust under which $1,500,000 was
committed to the Company. George S. Writer, Jr. and Roland Seidler, Jr.
participated in this transaction by advancing 20% of the committed funds and
will receive 20% of the loan payments, including 20% of a $1,600 per lot
additional interest payment. This loan bears interest at 14% and was
restructured to include an additional funding commitment which will allow the
Company to finish planned development at another of the Company's projects, and
matures on January 1, 1998. Principal is due as homes are closed and interest
is payable monthly.
On March 11, 1993, the Company completed an acquisition of 46 townhome lots.
The acquisition financing of $500,000 as well as a development commitment of
$320,000 was obtained from this same real estate investment trust. Again,
directors of the Company including George S. Writer, Jr., Louis P. Bansbach,
III, Roland Seidler, Jr. and a company affiliated with Robert G. Tointon
committed $150,000 as a participation in this loan. The loan bears interest at
12% and matures on October 31, 1996. Principal is due as lots are sold and
interest is payable monthly.
25
<PAGE>
PENINSULA ACQUISITION AND DEVELOPMENT FINANCING - On August 12, 1992 the Company
acquired 22 acres of vacant ground from its Chairman and Chief Executive Officer
George S. Writer, Jr. The land was transferred at Mr. Writer's out-of-pocket
cost which included amounts for interest, taxes, land planning and engineering,
plus an amount equal to the remaining debt owed by Mr. Writer on the property.
The purchase price was $1,500,000. The acquisition was financed by several
affiliates of the Company including George S. Writer, Jr. ($300,000), Roland
Seidler, Jr. ($150,000), Phelps-Tointon, Inc. ($525,000), Institutional
Holdings, Inc., a company owned by Patrick D. Broe ($150,000), Louis P. Bansbach
III ($225,000) and a non-affiliate who contributed $150,000. The same
affiliates have funded an additional $2,000,000 for development financing under
the same percentages as the acquisition funds. Both the acquisition and
development funds bear interest at 10% and have a maturity date of July 31,
1996.
During 1994 the Company modified this agreement. The modification includes a
provision by which the lender has deferred its profit participation while
$800,000 of cash was accumulated to use in development activities on this
project. These funds have been employed. The original agreement required an
accelerated distribution of cash flow in that the lender would receive 75% of
the cash flow and the Company would receive 25% until the lenders' initial
advance of $3,500,000 million had been repaid. Under the modification, profits
and losses are split equally. The deferred profit participation is being repaid
to the lender as houses are closed. At December 31, 1995 $160,000 remained
outstanding to the lenders.
FOUNDATION LOANS - On March 19, 1993 the Company entered into a loan agreement
with four affiliates of the Company under which it borrowed $300,000 which is
being used to construct foundations for the Company's inventory of homes. The
loans bear interest at 12% and mature on April 1, 1996. The affiliates included
George S. Writer, Jr. ($100,000), Institutional Holdings, Inc. ($100,000),
Roland Seidler, Jr. ($50,000) and Phelps-Tointon, Inc. ($50,000). In January,
1994, the Company entered into a modification agreement by which the foundation
loan fund was increased to $600,000. The increase was provided by George S.
Writer, Jr. ($100,000) and Phelps-Tointon, Inc. ($200,000) and all other terms
and conditions of the note remained the same. The Company has renewed this
facility and in March 1995, Mr. Writer ($50,000) and Mr. Tointon ($50,000)
purchased Institutional Holdings, Inc. interest. During 1995, the Company
repaid $300,000 of these borrowings in equal proportions to each lender.
UNSECURED ADVANCES - During 1989 and 1990 George S. Writer, Jr. advanced an
additional $155,500 for working capital purposes to the Company either
personally or through a corporation which he owns. These advances are
unsecured, non-interest bearing and are due on demand. At December 31, 1995,
approximately $126,800 was owed to Mr. Writer as a result of these advances.
WORKING CAPITAL LOAN AND STOCK SUBSCRIPTION AGREEMENT - On February 14, 1992 the
Company entered into a loan with a corporation affiliated with Mr. Robert
Tointon, who became one of the Company's directors on March 12, 1992. Under the
terms of the loan agreement $175,000 of working capital was advanced to the
Company. The advance bears interest at 10% per annum payable monthly. The loan
has been renewed and matures on February 14, 1997.
26
<PAGE>
SERIES 1993 A CONVERTIBLE UNSECURED PROMISSORY NOTES - The Company currently has
outstanding unsecured convertible debt of $1,000,000 held by Phelps-Tointon,
Inc. in the amount of $500,000; George S. Writer, Jr. in the amount of $312,500;
Polaris Capital Corp. $100,000; Roland Seidler, Jr., in the amount of $87,500.
The convertible debt can be converted into stock at $3.00 of unpaid principal at
any time prior to the maturity date of the note which is September 30, 1997.
Interest on the debt accrues at prime plus 1-1/2% and is paid monthly.
27
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
a) 1. Financial Statements:
The following consolidated financial statements of The Writer
Corporation and its subsidiaries are included in Part II, Item 8:
The Writer Corporation and subsidiaries Consolidated Financial Statements:
Page
Independent Auditors' Report. . . . . . . . . . . . . . . . . . . . F-1
Consolidated Balance Sheets as of December 31, 1995 and 1994. . . . F-2
Consolidated Statements of Operations for the years ended
December 31, 1995, 1994 and 1993 . . . . . . . . . . . . . . . F-4
Consolidated Statements of Stockholders' Equity for
the years ended December 31, 1995, 1994 and 1993. . . . . . . . F-5
Consolidated Statements of Cash Flows for the years ended
December 31, 1995, 1994 and 1993. . . . . . . . . . . . . . . . F-6
Notes to Consolidated Financial Statements . . . . . . . . . . . . F-7
All schedules and separate financial statements of the registrant are omitted
because they are not applicable, or not required, or because the required
information is included in the consolidated financial statements or notes
thereto.
a) 3. Exhibits:
Exhibits No.
------------
22 Parent and subsidiaries of the registrant
b) Reports on Form 8-K: None
c) Exhibits Required by Item 601 of Regulation S-K:
(3) Articles of Incorporation and Bylaws - Exhibits 4(a) and 4(b)
to the Company's Registration Statement on Form S-2, Commission
File No. 2-81816 are incorporated by reference.
28
<PAGE>
THE WRITER CORPORATION AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS FOR THE
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
AND INDEPENDENT AUDITORS' REPORT
29
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Shareholders
of The Writer Corporation:
We have audited the accompanying consolidated balance sheets of The Writer
Corporation and subsidiaries as of December 31, 1995 and 1994, and the related
consolidated statements of operations, stockholders' equity, and cash flows for
each of the three years in the period ended December 31, 1995. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of The Writer Corporation and
subsidiaries as of December 31, 1995 and 1994, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 1995 in conformity with generally accepted accounting principles.
DELOITTE & TOUCHE LLP
Denver, Colorado
March 22, 1996
F-1
<PAGE>
THE WRITER CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1995 AND 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
ASSETS 1995 1994
<S> <C> <C>
RESIDENTIAL REAL ESTATE HELD FOR SALE, NET
(Notes 3 and 8):
Homes under construction $15,279,000 $17,565,000
Model homes and furnishings, less
accumulated depreciation of $621,000 and $318,000 4,865,000 5,070,000
Land and land development 11,978,000 8,466,000
Unplatted land 5,883,000 7,380,000
----------- ----------
Total 38,005,000 38,481,000
----------- -----------
OFFICE PROPERTY AND EQUIPMENT, less
accumulated depreciation of $1,049,000
and $949,000 (Note 3) 649,000 507,000
----------- -----------
OTHER ASSETS:
Cash and cash equivalents 1,409,000 1,305,000
Restricted cash 40,000 286,000
Accounts receivable 251,000 192,000
Other 399,000 795,000
Deferred tax asset (Note 4) 317,000 285,000
----------- ----------
Total 2,416,000 2,863,000
----------- ----------
TOTAL $41,070,000 $41,851,000
----------- -----------
----------- -----------
(Continued)
</TABLE>
F-2
<PAGE>
THE WRITER CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1995 AND 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY 1995 1994
<S> <C> <C>
LIABILITIES:
Notes payable (Note 3):
Construction, including $1,644,000 and $2,277,000
to related parties $12,031,000 $12,836,000
Land, including $2,722,000 and $3,467,000
to related parties 8,011,000 7,896,000
Other, including $1,175,000 and $1,175,000
to related parties 2,377,000 5,205,000
----------- -----------
Total 22,419,000 25,937,000
----------- -----------
Other liabilities:
Accounts payable and accrued expenses 5,587,000 6,356,000
Accrued interest 527,00 442,000
----------- -----------
Total 6,114,000 6,798,000
----------- -----------
COMMITMENTS AND CONTINGENCIES (Notes 3, 5 and 8)
STOCKHOLDERS' EQUITY (Notes 3 and 5):
Common stock, $.10 par value; 10,000,000 shares
authorized; 7,247,100 and 5,713,800 shares issued
and outstanding 725,000 571,000
Additional paid-in capital 12,279,000 10,133,000
Accumulated deficit (467,000) (1,588,000)
----------- -----------
Stockholders' equity, net 12,537,000 9,116,000
----------- -----------
TOTAL $41,070,000 $41,851,000
----------- -----------
----------- -----------
See notes to consolidated financial statements.
(Concluded)
</TABLE>
F-3
<PAGE>
THE WRITER CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C>
1995 1994 1993
RESIDENTIAL OPERATIONS:
Revenues $31,960,000 $36,126,000 $26,800,000
------------ ------------ -----------
Costs and expenses:
Cost of sales 26,315,000 28,764,000 21,918,000
Sales and marketing 3,210,000 3,001,000 2,168,000
General and administrative 1,609,000 1,737,000 1,994,000
Interest (Note 3) 2,025,000 1,819,000 1,851,000
------------ ------------ ------------
Total 33,159,000 35,321,000 27,931,000
------------ ------------ ------------
Income (loss) from residential operations (1,199,000) 805,000 (1,131,000)
INTEREST AND OTHER INCOME, NET 169,000 363,000 247,000
------------ ------------ ------------
INCOME (LOSS) BEFORE INCOME TAXES (1,030,000) 1,168,000 (884,000)
INCOME TAX BENEFIT (Note 4) 714,000 65,000 220,000
------------ ------------ ------------
INCOME (LOSS) FROM CONTINUING
OPERATIONS (316,000) 1,233,000 (664,000)
------------ ------------ ------------
------------ ------------ ------------
DISCONTINUED FINANCIAL
OPERATIONS, NET (Note 6): 276,000
------------ ------------ ------------
INCOME (LOSS) BEFORE
EXTRAORDINARY ITEM (316,000) 1,233,000 (388,000)
EXTRAORDINARY ITEM - Gain on
extinguishment of debt, net of income
taxes of $722,000 (Note 3) 1,437,000
------------- ------------ ------------
NET INCOME (LOSS) $ 1,121,000 $ 1,233,000 $ (388,000)
------------ ------------ ------------
------------ ------------ ------------
(Continued)
</TABLE>
F-4
<PAGE>
THE WRITER CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C>
1995 1994 1993
EARNINGS (LOSS) PER SHARE (Note 7):
Primary
Continuing operations $ (.05) $ .21 $ (.13)
Discontinued operations .05
Extraordinary item 0.23
------------ ----------- -----------
Net income (loss) $ .18 $ .21 $ (.08)
------------ ----------- -----------
------------ ----------- -----------
Fully Diluted
Continuing operations $ (.05) $ .20 $ (.11)
Discontinued operations .05
Extraordinary item .22
------------ ----------- -----------
Net income (loss) $ .17 $ .20 $ (.06)
------------ ----------- -----------
------------ ----------- -----------
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING
Primary 6,322,800 5,794,300 5,258,900
------------ ----------- -----------
------------ ----------- -----------
Fully Diluted 6,664,500 6,136,000 5,600,600
------------ ----------- -----------
------------ ----------- -----------
See notes to consolidated financial statements.
(Concluded)
</TABLE>
F-5
<PAGE>
THE WRITER CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
ADDITIONAL
COMMON STOCK PAID-IN ACCUMULATED TREASURY STOCK
SHARES AMOUNT CAPITAL DEFICIT SHARES AMOUNT
<S> <C> <C> <C> <C> <C> <C>
BALANCE, JANUARY 1, 1993 5,145,400 $515,000 $11,084,000 $(2,433,000) 245,000 $ 2,043,000
Issuance of common stock (Note 5) 795,900 79,000 1,054,000
Net loss (388,000)
---------- --------- ----------- ----------- -------- -----------
BALANCE, DECEMBER 31, 1993 5,941,300 594,000 12,138,000 (2,821,000) 245,000 2,043,000
Issuance of common stock 17,500 2,000 13,000
Retirement of treasury stock (Note 2) (245,000) (25,000) (2,018,000) (245,000) (2,043,000)
Net income 1,233,000
---------- --------- ----------- ----------- -------- -----------
BALANCE, DECEMBER 31, 1994 5,713,800 571,000 10,133,000 (1,588,000) 0 0
Private placement of common
stock (Note 5) 1,530,000 153,000 2,142,000
Other issuance of common stock 3,300 1,000 4,000
Net income 1,121,000
---------- --------- ----------- ----------- -------- -----------
BALANCE, DECEMBER 31, 1995 7,247,100 $725,000 $12,279,000 $ (467,000) 0 $ 0
---------- --------- ----------- ----------- -------- -----------
---------- --------- ----------- ----------- -------- -----------
See notes to consolidated financial statements
</TABLE>
F-6
<PAGE>
THE WRITER CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1995 1994 1993
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 1,121,000 $ 1,233,000 $ (388,000)
Adjustments to reconcile net income (loss)
to net cash used in operating activities:
Gain on sale of net assets of financial operations (388,000)
Gain on debt extinguishmen (1,437,000)
Depreciation and amortization 516,000 356,000 156,000
Deferred income tax benefit (754,000) (65,000) (220,000)
Changes in operating assets and liabilities:
Homes under construction 2,286,000 (6,471,000) (6,300,000)
Model homes and furnishings (208,000) (1,714,000) (1,698,000)
Land and land development (3,512,000) 1,781,000 36,000
Unplatted land 1,497,000 (42,000) 755,000
Restricted cash 246,000 (277,000) 70,000
Other assets 337,000 (157,000) 848,000
Accounts payable and accrued expenses (684,000) (258,000) 1,929,000
------------ ------------ ------------
Net cash used in operating activities (592,000) (5,614,000) (5,200,000)
------------ ------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Principal payments received on mortgage loans 6,579,000
Proceeds from sale of net assets of financial operations 1,100,000
Purchases of office property and equipment (245,000) (56,000) (60,000)
------------ ------------ ------------
Net cash provided by (used in)
investing activities (245,000) (56,000) 7,619,000
------------ ------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on mortgage backed bonds payable (6,386,000)
Proceeds from notes payable 21,745,000 20,604,000 15,460,000
Proceeds from notes payable from related parties 1,203,000 5,096,000 5,136,000
Principal payments and other reductions on notes payable (21,727,000) (17,529,000) (12,894,000)
Principal payments and other reductions on notes payable
to related parties (2,580,000) (3,947,000) (2,855,000)
Proceeds from sale of common stock 2,300,000 15,000 1,133,000
------------ ------------ ------------
Net cash provided by (used in)
financing activities 941,000 4,239,000 (406,000)
------------ ------------ ------------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS 104,000 (1,431,000) 2,013,000
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 1,305,000 2,736,000 723,000
------------ ------------ ------------
CASH AND CASH EQUIVALENTS, END OF YEAR $ 1,409,000 $ 1,305,000 $ 2,736,000
------------ ------------ ------------
------------ ------------ ------------
See notes to consolidated financial statements.
</TABLE>
F-7
<PAGE>
THE WRITER CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
- --------------------------------------------------------------------------------
1. ORGANIZATION AND BASIS OF PRESENTATION OF FINANCIAL STATEMENTS
The Writer Corporation (the Company) is a developer and builder of planned
residential communities in the Denver, Colorado metropolitan area. The
accompanying consolidated financial statements of the Company and its
wholly owned subsidiaries. All significant intercompany transactions and
balances have been eliminated in consolidation.
Prior to 1995, the Company experienced difficulties in securing sufficient
development financing which contributed to the ongoing effort of
maintaining adequate levels of working capital to allow the Company to
reach sustained levels of profitability. Management believes that the
Company's current financing arrangements are sufficient to provide an
adequate supply of lots for building. However, working capital shortages
are expected to continue until consistent levels of profitability are
sustained. In order for the Company to reach and maintain consistent
levels of profitability, several factors will affect operations, some of
which are outside the Company's control. They include continued stability
in market demand, lack of dramatic interest rate increases, and continued
increases in sales and production levels, coupled with ongoing cost
containment programs. Management believes it has excellent relationships
established with its current lenders and expects these relationships to
continue; however, all of the Company's construction facilities require
annual renewals. To a great extent these renewals will be dependant on the
future performance of the Company. Management does not believe that these
factors will significantly impact the Company's ability to operate as the
Company has initiated an aggressive sales program for its diversified
product and has favorable relationships with lenders and subcontractors.
Continued improvement in operating results and some combination of
additional equity or debt will be necessary, however, if the Company is to
maintain all of its obligations on a current basis and continue to expand
its operations.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at
the date of the financial statements, and the reported amount of revenue
and expenses during the reporting period. Actual results could differ from
those estimates.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Residential real estate sales and cost of sales are recorded at the time of
closing. Cost of sales includes land and land development costs, direct
and indirect construction costs, capitalized interest and taxes and
estimated warranty costs.
Costs of unplatted land are transferred to land and land development as
each development plat is filed, according to the estimated value of the
acreage in that filing in relation to the estimated value of the total
project. Land and land development costs are prorated to homes under
construction based on total estimated costs to complete each filing and the
number of home sites in the filing.
Real estate held for sale is recorded at the lower of cost or net
realizable value. Net realizable value is determined based on the
Company's plans for development and build out of each project, and is
computed using estimated sales prices less estimated costs to complete
(which includes interest capitalized during the period of development) and
costs to sell the project. Net realizable value does
F-8
<PAGE>
not necessarily represent the current sales prices that the Company or a
secured lender could obtain from third parties for such properties and
projects at their current stage of development.
In March 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 121, ACCOUNTING FOR THE IMPAIRMENT OF
LONG-LIVED ASSETS AND LONG-LIVED ASSETS TO BE DISPOSED OF (SFAS No. 121).
SFAS No. 121 requires companies to evaluate long-lived assets for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. If a long-lived asset
is identified as impaired, the value of the asset must be reduced to its
fair value. The Company's residential real estate would be considered
long-lived assets under this pronouncement. This statement is effective
for fiscal years beginning after December 15, 1995. The Company will adopt
this statement in 1996. The Company has not completed its analysis of the
potential effects of implementing this new standard, but management
believes its implementation will not have any significant adverse effect on
the financial condition or results of operations of the Company.
Office property and equipment and model home furnishings are recorded at
cost. Depreciation is provided principally by the straight-line method
over estimated useful lives ranging from three to thirty years. The
Company does not depreciate model homes because estimated future sales
prices are expected to exceed cost.
The Company considers all unrestricted, highly liquid investments with a
maturity of three months or less at the date of purchase to be cash
equivalents.
Certain reclassifications have been made to the 1994 and 1993 financial
statements to conform to the presentation used in 1995. The most
significant reclassification results from the 1994 changes to the Colorado
Business Corporation Law which provides that all shares of a company that
have been reacquired are considered authorized but unissued shares. As a
result, $2,043,000, which represents the cost of 245,000 reacquired shares,
has been reclassified as a reduction of common stock and additional paid-in
capital as of December 31, 1995. No shares of the Company's common stock
were reacquired in 1995.
In October 1995, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards (SFAS) No. 123, "Accounting for Stock-
Based Compensation," which will be effective for the Company beginning
January 1, 1996. SFAS No. 123 requires expanded disclosures of stock-based
compensation arrangements with employees and encourages (but does not
require) compensation cost to be measured based on the fair value of the
equity instrument awarded. Companies are permitted, however, to continue
to apply APB Opinion No. 25, which recognizes compensation cost based on
the intrinsic value of the equity instrument awarded. The Company will
continue to apply APB Opinion No. 25 to its stock based compensation awards
to employees and will disclose the required pro forma effect on net income
and earnings per share.
F-9
<PAGE>
3. NOTES PAYABLE
CONSTRUCTION - Construction notes payable consist of the following at
December 31:
<TABLE>
<CAPTION>
DESCRIPTION 1995 1994
<S> <C> <C>
Banks $10,387,000 $10,559,000
Related parties 1,644,000 2,277,000
------------ -----------
Total $12,031,000 $12,836,000
------------ -----------
------------ -----------
</TABLE>
The Company has construction financing arrangements with various banks and
related parties. The borrowings generally bear interest at rates ranging
from prime (8.5% at December 31, 1995) plus 1% to prime plus 4.0% and are
collateralized by residential real estate. Principal and interest are
generally due upon sale of the respective collateral and the financing
arrangements are generally renewed in the ordinary course of business.
During 1995 and 1994, the Company obtained three new revolving lines of
credit to be used for construction purposes. These lines allow the Company
to finance a defined number of speculative homes and an unlimited number of
presold homes as long as the total amount of the commitment is not
exceeded. The Company's other construction facilities are commitments on
individual houses. At December 31, 1995, the Company has total
construction commitments available of $24,468,000, including $71,000 from
related parties.
LAND - Notes payable related to unplatted land, land and land development
at December 31 consist of the following:
<TABLE>
<CAPTION>
DESCRIPTION 1995 1994
<S> <C> <C>
Interest at prime + 1.5% payable monthly $3,545,000
Interest at varying rates payable monthly $2,447,000
Payable to related parties and other 2,219,000 2,824,000
Interest at 14%, collateralized by
residential real estate 898,000 890,000
Payable to related parties, interest at 12% 725,000 725,000
Interest at prime + 1.5% payable monthly 361,000
Interest at 12% payable monthly,
collateralized by residential real estate 263,000 666,000
Payable to related parties, interest at 12% 200,000
Interest at 10%, collateralized by
residential real estate 144,000
---------- ----------
Total $8,011,000 $7,896,000
---------- ----------
---------- ----------
</TABLE>
In February 1995, the Company consummated a new $4,100,000 land loan with a
financial institution. The loan bears interest at prime plus 1.5%, matures
February 28, 1998 and is secured by residential real estate. A portion of
the proceeds from this new facility were used to pay off the $2,447,000
debt obligation at December 31, 1994, which was due in 1995, and resulted
in an extraordinary gain of $153,000. At December 31, 1995, the Company
had $3,545,000 outstanding under this loan. The
F-10
<PAGE>
balance of the commitment has been used to fund lot development, model home
furnishings, water tap purchases and interest payments.
The land notes payable of $2,219,000 and $2,824,000 at December 31, 1995 and
1994 represent borrowings from members of the board of directors or
companies controlled by members of the board and an unrelated entity. The
loans bear interest at 10%, mature July 31, 1996 and are collateralized by
residential real estate. The agreement provides the lenders with additional
interest in the form of a participation payment of 50% of the adjusted
profit of the project, as defined. Principal and interest payments are due
as the underlying collateral is sold.
At December 31, 1995 and 1994, the Company had $898,000 and $890,000,
respectively, outstanding related to a loan agreement with a real estate
investment trust. The loan bears interest at 14%, is secured by
residential real estate, and was originally due January 1995. The original
agreement provided the lender with additional interest in the form of a
participation payment of $1,600 per lot as homes were closed and $175,000
when the multifamily ground at this project was sold. During 1994, the
Company renegotiated this agreement to extend the maturity date to January
1, 1998. In addition, the Company was able to obtain additional financing
to replat and develop the multifamily ground for townhouse use. The $1,600
per lot participation payment was retained and the $175,000 participation
payment was replaced with a similar $1,600 per lot payment as townhomes are
closed. Principal is payable as the underlying collateral is sold and
interest is payable monthly. Two of the Company's directors are
participating lenders in this real estate investment trust. The directors'
participation is subordinate to the interests of the real estate investment
trust. The directors' interest represented 20% of the original note.
As a part of the bond restructuring for a special district which provides
services to one of the Company's projects, the Company was required to pay
past due property taxes in the amount of $725,000. Financing for the
payment of these taxes was provided by certain members of the board of
directors or companies controlled by members of the board of directors.
This obligation bears interest at 12%, is due April 1, 1997 and is
collateralized by residential real estate.
At December 31, 1995 and 1994, the Company had $263,000 and $666,000 of
principal remaining on a land note. The note matures on November1, 1996
and bears interest at 12%. A reserve was established to fund the first
$55,000 of interest due on the note; thereafter, interest is due monthly.
Principal payments and additional interest of $2,000 per lot are due as the
underlying collateral is sold. Certain members of the board of directors
and a company controlled by a director are participating lenders in this
transaction. The directors' interest represented 18% of the original note.
During 1992, the Company entered into a lending agreement and issued
nonnegotiable promissory notes for $1,800,000 secured by residential real
estate, bearing interest at 10% and due December 31, 1996. Principal and
interest payments are due as the underlying collateral is sold, subject to
minimum repayment requirements. The lender is entitled to 50% of the
proceeds, as defined, from the sales at this project as additional
interest. In addition, the promissory note requires cumulative payments of
$210,000, $630,000 and $1,260,000 on or before March 31, 1993, 1994 and
1995, respectively. At December 31, 1995 and 1994, $0, and $144,000
respectively, were outstanding under this arrangement.
At December 31, 1995, the Company had additional borrowings available under
existing lender arrangements totaling $4,282,000, including $2,919,000 from
related parties; all amounts available are to be used for land development.
F-11
<PAGE>
<TABLE>
<CAPTION>
OTHER - Other notes payable consist of the following at December 31:
DESCRIPTION 1995 1994
<S> <C> <C>
Payable in varying annual amounts through 2001 $2,756,000
Interest at prime plus 1%, payable monthly,
collateralized by the Company's office building $1,062,000 1,062,000
Payable to related parties and other, interest at prime
plus 1%, convertible into common stock 1,025,000 1,025,000
Interest at 8%, unsecured, due March 1997 115,000 187,000
Payable to related parties, interest at 10%,
due February 1997 175,000 175,000
---------- ----------
Total $2,377,000 $5,205,000
---------- ----------
---------- ----------
</TABLE>
The $2,756,000 note bore no interest for the first five years and interest
at a rate of 7% for years six through ten. Principal payments were due in
varying installments beginning December 31, 1992 with the balance due July
2001. No interest was imputed due to the undeterminable repayment terms.
The note agreement was renegotiated numerous times due to the Company's
inability to meet the scheduled payments.
On June 22, 1995, the Company entered into an agreement to satisfy the
$2,756,000 obligation for a $750,000 cash payment, which resulted in an
extraordinary gain of $2,006,000. The cash payment was primarily made from
the proceeds of the common stock offering discussed in Note 5. In
addition, the Company was obligated to this lender for stock appreciation
rights on 500,000 shares of the Company's common stock, which was also
satisfied in full with the cash payment to the lender.
As part of a 1992 debt restructuring, the Company executed a promissory
note payable to the original lender for $1,000,000 bearing interest at
prime plus 1%, due December 31, 2002, secured by the Company's office
building. Effective December 31, 1995, the Company modified this note
payable, which will allow the Company to pay in lower monthly installments,
the previously required annual installments including the $125,000
principal reduction which was due on December 31, 1995. The outstanding
balance was $1,062,000 at December 31, 1995 and 1994, respectively.
On July 22, 1993, the Company issued $1,025,000 in unsecured convertible
debt to certain members of the board of directors, a company controlled by
a director, and an unrelated entity. The debt is convertible into common
stock at the option of the holders at the rate of $3 of unpaid principal
for each share of common stock. Purchasers have agreed not to sell any of
the subscription units purchased. The obligation matures on September 30,
1997. Interest accrues at prime plus 1%, payable monthly
.
F-12
<PAGE>
The debt obligations of the Company, excluding construction financing and
assuming principal is paid at loan maturity, are due as follows:
1996 $ 2,704,000
1997 2,068,000
1998 4,929,000
1999 125,000
2000 125,000
Thereafter 437,000
-----------
$10,388,000
-----------
-----------
During the years ended December 31, 1995, 1994 and 1993, interest of
$3,693,000, $3,668,000 and $2,941,000 was incurred, of which $901,000,
$683,000 and $787,000 was from related parties. Interest totaling
$1,668,000, $1,815,000 and $1,039,000 was capitalized in each of the
respective years. Interest paid, net of amounts capitalized, totaled
$1,941,000, $1,853,000 and $2,256,000 in 1995, 1994 and 1993, respectively.
The weighted average interest rate for the years ended December 31, 1995,
1994 and 1993 was 14.59%, 15.35% and 14.28%, respectively.
Fair Value - The Company used the following methods and assumptions to
estimate its fair value disclosures for notes payables:
Construction loans - Due to the short-term nature and characteristics of
the Company's construction borrowings, the carrying
amounts reported in the balance sheet as of December
31, 1995 approximate the fair value of the
liabilities.
Land and other - Management has evaluated the Company's land and other
obligations based on rates currently available to the
Company for debt with similar collateral, terms and
maturities. Management has concluded that the
carrying amounts reported in the balance sheet as of
December 31, 1995, approximate the fair value of the
obligations.
4. INCOME TAXES
The Company adopted SFAS No.109, "Accounting for Income Taxes" effective
January 1, 1993, which requires the Company to compute deferred income
taxes based on the difference between the financial statement and income
tax basis of assets and liabilities and operating loss and tax credit
carryforwards, using enacted tax rates. The adoption of SFAS 109 had no
impact on the financial condition or results of operations of the Company
as a valuation allowance was established at the date of adoption in an
amount equal to the net deferred tax asset existing at that date due to
uncertainties concerning its realization.
The components of income taxes are as follows:
<TABLE>
<CAPTION>
1995 1994 1993
--------- ----------- ----------
<S> <C> <C> <C>
Current $ 40,000
Deferred (754,000) $(65,000) $(220,000)
---------- ----------- ----------
Tax benefit from
continuing operations $ (714,000) $(65,000) $(220,000)
----------- ------------ ----------
----------- ------------ ----------
</TABLE>
The deferred income tax benefit for 1995 of $754,000 results from the
change in the valuation allowance established for net deferred tax assets,
resulting primarily from the utilization of net operating loss
carryforwards as a result of the gain on debt extinguishments.
F-13
<PAGE>
The tax effects of significant items comprising the Company's net deferred
tax asset as of December 31 are as follows:
<TABLE>
(Caption>
1995 1994
DEFERRED TAX ASSETS:
<S> <C> <C>
Residential real estate $2,623,000 $2,650,000
Tax credits and net operating
loss carryforwards 764,000 1,112,000
Accruals 177,000 177,000
Warranty Reserve 118,000 140,000
Depreciation 42,000
Other 8,000 6,000
------------ -------------
Total 3,732,000 4,085,000
------------ -------------
DEFERRED TAX LIABILITIES:
Capitalized interest 355,000 326,000
Loss on sales of assets 32,000
Depreciation 30,000
------------ -------------
345,000 3,729,000
Valuation allowance (3,028,000) (3,444,000)
------------ -------------
Net deferred tax asset $ 317,000 $ 285,000
------------ -------------
------------ -------------
</TABLE>
A significant portion of the Company's deferred tax asset represents
temporary differences between deductions for financial reporting and tax
reporting, primarily land basis differences. As of December31, 1995, the
Company remains uncertain as to the realization of the total net deferred
tax asset due to its recent history of operating losses. The net change in
the total valuation allowance during the years ended December31, 1995 and
1994 were reductions of $416,000 and $441,000, respectively, in response to
revaluations of the results of future operations. At December31, 1995, the
Company had estimated net operating loss carryforwards of $1,356,000 which
expire at various dates through 2007. At December 31, 1995, the Company
had estimated AMT credit carryfowards of $303,000.
The effective tax rate does not bear a normal relationship to the expected
statutory rate due to a change in the previously provided valuation
allowance in 1995.
F-14
<PAGE>
5. COMMON STOCK
The Company has stock option plans giving certain officers and employees
the right to purchase shares of its common stock at quoted market value at
date of grant. At December 31, 1995, options for 166,100 shares are
exercisable at prices ranging from $.65 to $2.50 per share and 760,000
shares have been reserved under the plans. The plans allow the options to
be exercised in four equal annual installments, beginning one year after
the date of grant.
<TABLE>
<CAPTION>
NUMBER OF
PRICE SHARES
<S> <C> <C>
Options outstanding,
January 1, 1993 $.65 - $1.38 503,750
Granted 1.94 20,000
Exercised .65 - 1.31 (38,300)
Forfeited .65 - 1.38 (222,000)
---------
Options outstanding,
December 31, 1993 .65 - 1.94 263,450
Granted 1.69 - 2.50 133,500
Exercised .88 (17,500)
Forfeited .88 - 1.38 (60,050)
---------
Options outstanding,
December 31, 1994 .65 - 2.50 319,400
Granted 2.00 50,000
Forfeited .65 - 2.50 (80,500)
Options outstanding,
December 31, 1995 $.65 - $2.50 288,900
---------
---------
</TABLE>
During 1995, the Company completed a private placement of its common stock.
The "best efforts" offering resulted in the sale of 1,530,000 shares at
$1.50 per share. Two of the Company's directors converted short term
loans to the Company, totaling $276,000, to common stock in lieu of
repayment. Including this conversion, four of the Company's directors
invested $750,000 in this private placement. The balance, $1,545,000, was
purchased by "accredited investors" which were unaffiliated with the with
the Company.
During 1993, 667,000 shares of the Company's common stock were sold at a
price of $1.50 per share to certain directors or companies controlled by
directors of the Company. An additional 90,600 shares were sold to
unrelated entities at prices ranging from $1.00 to $1.50 per share.
6. DISCONTINUED FINANCIAL OPERATIONS
Writer Financial Corporation, a wholly owned subsidiary of the Company, and
its two subsidiaries held mortgage loans receivable from purchasers of
homes sold by the Company and issued bonds collateralized by these
mortgages. Since January1, 1988, no mortgages or bonds had been
originated. On December 29, 1993, the Company sold its interests in
mortgage loans of $8,333,000, other assets of $351,000 and related mortgage
backed bonds payable of $7,972,000 for $1,100,000 in cash, which resulted
in a gain of $299,000, net of taxes of $89,000, and transferred its
remaining interest in the mortgage loans and mortgage-backed bonds to the
purchaser.
F-15
<PAGE>
Condensed combined information on the results of discontinued operations of
the financing subsidiaries is as follows:
<TABLE>
<CAPTION>
Year Ended
December 31, 1993
<S> <C>
Interest income $ 1,072,000
Other income 108,000
Interest expense (1,124,000)
Other expense (79,000)
Gain on disposal of net assets of discontinued
operations net of taxes of $89,000 299,000
-----------
Net income $ 276,000
-----------
-----------
</TABLE>
7. EARNINGS (LOSS) PER SHARE
Primary earnings per share was computed by dividing net income by the
weighted average number of shares outstanding and, if dilutive, the effect
of stock options, which are computed using the treasury method.
Fully diluted earnings per share was computed assuming conversion of
convertible debt as of the beginning of the period. Net income in
calculating fully diluted earnings per share was decreased by tax affected
interest incurred of $103,000, $90,000, and $35,000, for the years ended
December 31, 1995, 1994 and 1993, respectively.
The following table reflects the Company's calculation of the weighted
average number of shares outstanding at December 31:
<TABLE>
<CAPTION>
1995 1994 1993
------------------------------------------------------------------------------
Primary Fully Primary Fully Primary Fully
Diluted Diluted Diluted
<S> <C> <C> <C> <C> <C> <C>
Weighted average number
of common shares
outstanding 6,379,500 6,279,5000 5,698,500 5,698,500 5,170,800 5,170,800
Incremental shares due
to options 43,300 43,300 95,800 95,800 88,100 88,100
Incremental shares due
to convertible debt 341,700 341,700 341,700
------------------------------------------------------------------------------
6,322,800 6,664,500 5,794,300 6,136,000 5,258,900 5,600,600
------------------------------------------------------------------------------
------------------------------------------------------------------------------
</TABLE>
F-16
<PAGE>
8. COMMITMENTS AND CONTINGENCIES AND OTHER MATTERS
On June16, 1994, a court-approved reorganization plan for a special district
which provides water and sewer services to one of the Company's projects became
effective. Under the terms of the reorganization plan, the Company entered into
a tap purchase agreement which will require the Company to purchase 330 taps at
a minimum rate of 40 taps per calendar year beginning in 1994. The price of the
taps ranges from $13,000 to $17,500 depending on when they are purchased. The
Company completed the required purchases of minimum taps in 1995 and 1994.
The Company is involved in various legal matters of a nature incidental to its
business which, in the opinion of management, should not have a material adverse
effect on the Company.
*****
F-17
<PAGE>
Signatures
Pursuant to the requirements of Section 13 or 15(d) 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.
THE WRITER CORPORATION
(Registrant)
/s/ George S. Writer, Jr. /s/ Daniel J. Nickless
- ------------------------------------ ------------------------------------
By: George S. Writer, Jr. By: Daniel J. Nickless
(Chairman of the Board of Directors, (Sr. Vice President, Chief Financial
Principal Executive Officer) Officer and Treasurer)
Date: March 26, 1996
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated:
/s/ George S. Writer, Jr. /s/ Ronald S. Loser
- ------------------------------------ ------------------------------------
George S. Writer, Jr., March 26, 1996 Ronald S. Loser, March 26, 1996
(Chairman of the Board of Directors (Secretary and Director)
and Principal Executive Officer)
/s/ Deane J. Writer, Jr. /s/ Roland Seidler, Jr.
- ------------------------------------ ------------------------------------
Deane J. Writer, Jr., March 26, 1996 Roland Seidler, Jr., March 26, 1996
(Director) (Director)
/s/ Louis P. Bansbach, III /s/ Patrick D. Broe
- ------------------------------------ ------------------------------------
Louis P. Bansbach, III, March 26, 1996 Patrick D. Broe, March 26, 1996
(Director) (Director)
/s/ Robert G. Tointon /s/ John Crosland, Jr.
- ------------------------------------ ------------------------------------
Robert G. Tointon, March 26, 1996 John Crosland, Jr., March 26, 1996
(Director) (Director)
<PAGE>
Signatures
Pursuant to the requirements of Section 13 or 15(d) 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.
THE WRITER CORPORATION
(Registrant)
- ------------------------------------ ------------------------------------
By: George S. Writer, Jr. By: Daniel J. Nickless
(Chairman of the Board of Directors, (Sr. Vice President, Chief Financial
Principal Executive Officer) Officer and Treasurer)
Date: March 26, 1996
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated:
- ------------------------------------ ------------------------------------
George S. Writer, Jr., March 26, 1996 Ronald S. Loser, March 26, 1996
(Chairman of the Board of Directors (Secretary and Director)
and Principal Executive Officer)
- ------------------------------------ ------------------------------------
Deane J. Writer, Jr., March 26, 1996 Roland Seidler, Jr., March 26, 1996
(Director) (Director)
- ------------------------------------ ------------------------------------
Louis P. Bansbach, III, March 26, 1996 Patrick D. Broe, March 26, 1996
(Director) (Director)
- ------------------------------------ ------------------------------------
Robert G. Tointon, March 26, 1996 John Crosland, Jr., March 26, 1996
(Director) (Director)
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> OCT-01-1995
<PERIOD-END> DEC-31-1995
<CASH> 1,449,000<F1>
<SECURITIES> 0
<RECEIVABLES> 251,000
<ALLOWANCES> 0
<INVENTORY> 38,005,000<F2>
<CURRENT-ASSETS> 0
<PP&E> 1,698,000
<DEPRECIATION> 1,049,000
<TOTAL-ASSETS> 41,070,000<F3>
<CURRENT-LIABILITIES> 6,114,000
<BONDS> 22,419,000
0
0
<COMMON> 725,000
<OTHER-SE> 11,812,000
<TOTAL-LIABILITY-AND-EQUITY> 41,070,000
<SALES> 31,960,000
<TOTAL-REVENUES> 31,960,000
<CGS> (26,315,000)
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 6,675,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1,030,000)
<INCOME-TAX> 714,000<F4>
<INCOME-CONTINUING> (316,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 1,437,000
<CHANGES> 0
<NET-INCOME> 1,121,000
<EPS-PRIMARY> (.05)
<EPS-DILUTED> (.05)
<FN>
<F1>Cash includes $40,000 of restructered cash
<F2>Inventory includes homes under construction of $15,279,000, model homes and
furnishings of $4,865,000, Land and Land Development $11,978,000 and unplatted
land of $5,993,000
<F3>Total assets includes $399,000 other assets and 317,000 Deferred tax
<F4>Tax Benefit
</FN>
</TABLE>
