<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) AUGUST 3, 1998
CALPROP CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
CALIFORNIA 1-6844 95-4044835
(STATE OR OTHER JURISDICTION (COMMISSION FILE NO.) (IRS EMPLOYER
OF INCORPORATION) IDENTIFICATION NO.)
13160 MINDANAO WAY, SUITE 180, MARINA DEL REY, CA 90292
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (ZIP CODE)
(310) 306-4314
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
NOT APPLICABLE
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
<PAGE>
ITEM 5. OTHER EVENTS
Attached hereto as Exhibit 99 is a Press Release announcing Calprop
Corporation's financial results for the three and six month periods ended
June 30, 1998.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CALPROP CORPORATION
By: /s/ MARK F. SPIRO
--------------------------------
Mark F. Spiro
Vice President/Secretary/Treasurer
(Chief Financial and Accounting Officer)
August 10, 1998
-2-
<PAGE>
FOR RELEASE
Monday, August 3, 1998
CALPROP REPORTS SECOND QUARTER RESULTS
Company Reports Profitable Second Quarter
-----------------------------------------
MARINA DEL REY, CA, August 3, 1998 - Calprop Corporation (OTCBB:CLPO), a
California home builder, in reporting financial results for the three and six
month periods ended June 30, 1998, today reported that it has earned a net
profit from operations.
"As a result of a strong California economy and sound projects, we were
able to finally achieve a net profit from operations for the first time since
1989. We are obviously pleased to report this long anticipated event to our
shareholders. Furthermore, our total units in backlog increased five fold to
151 units, $31,700,000, from 30 units, $6,200,000, a year ago, reflecting a
continuing strong demand for our homes," said Victor Zaccaglin, Calprop's
chairman and chief executive officer.
"The company is presently building in six locations; three in southern
California, two in northern California and one in Colorado. We plan on closing
escrow on three new properties within the next ninety days; one in northern
California, Parc Metropolitan, 386 units in Milpitas and the other two in
Colorado, Saddlerock, 94 lots in Aurora and Templeton Heights, 137 lots in
Colorado Springs," Zaccaglin said.
For the second quarter, Calprop's revenues were $7.6 million, as compared
with $9.1 million of revenues in the second quarter a year ago. Income from
development operations was $699,992 as compared to $32,462 a year ago. Net
income was $105,667, or $0.01 per share on 10,438,423 weighted average shares
and common stock equivalents, compared with a net loss of ($517,150), or ($0.06)
per share on 9,223,932 weighted average shares and common stock equivalents, in
the same quarter a year ago.
For the year-to-date period, revenues were $10.4 million, down 26.6% from
$14.2 million in 1997. The company reported a net loss of $388,496, or $(0.04)
per share, for the six months ended June 30, 1998, a $621,380 decrease from the
net loss of $1,009,876, or ($0.11) per share, in 1997. The decrease in net loss
is primarily the result of an increase in the contribution margin to 5.92% from
0.24% and the reduction in investment property holding costs of $151,200 from
the same period a year ago.
Calprop Corporation, based in Marina Del Rey, California, builds quality
homes in some of the most desirable communities in both Northern and Southern
California as well as Colorado. The company's common stock is traded on the
OTCBB under the symbol CLPO.
-3-
<PAGE>
CALPROP CORPORATION
BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
ASSETS 1998 1997
------ --------------- ---------------
<S> <C> <C>
Real estate development 34,861,932 26,325,978
Investment in land 2,975,982 2,975,982
--------------- ---------------
Total investment in real estate 37,837,914 29,301,960
OTHER ASSETS
Cash and cash equivalents 2,978,245 1,100,028
Prepaid expenses 0 23,149
Deferred and other assets 545,830 531,665
--------------- ---------------
Total other assets 3,524,075 1,654,842
--------------- ---------------
Total assets 41,361,989 30,946,802
---------- ----------
---------- ----------
--------------- ---------------
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Trust deeds and notes payable 12,205,350 6,713,809
Related party notes 17,035,925 12,718,829
--------------- ---------------
Total trust deeds and notes payable 29,241,275 19,432,638
Community facilities district special tax bonds 2,336,544 2,336,544
Accounts payable and accrued liabilities 4,957,341 3,954,885
Warranty reserves 279,885 288,278
--------------- ---------------
Total liabilities 36,815,045 26,012,345
Minority interest 1,872,191 2,187,847
Stockholders' equity
Common stock, no par value
Authorized - 20,000,000 shares
Issued and outstanding - 10,154,785
and 9,304,785 shares at March 31, 1998 and
December 31, 1997, respectively 10,154,785 9,304,785
Additional paid-in capital 25,791,358 25,886,906
Deferred compensation (106,595) (106,595)
Notes receivable from common stock sale (447,813)
--------------- ---------------
Accumulated deficit (32,716,982) (32,328,486)
--------------- ---------------
Total stockholders' equity 2,674,753 2,756,610
--------------- ---------------
Total liabilities and stockholders' equity 41,361,989 30,956,802
---------- ----------
---------- ----------
--------------- ---------------
</TABLE>
-4-
<PAGE>
CALPROP CORPORATION
STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
-----------------------------------------------------------------------------
1998 1997 1998 1997
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Development operations:
Real estate sales 7,632,478 9,085,987 10,438,264 14,230,482
Cost of real estate sales 6,932,486 9,053,525 9,820,775 14,196,813
-------------- -------------- -------------- --------------
Income from development operations 699,992 32,462 617,489 33,669
Other income 11,370 27,946 47,351 35,332
-------------- -------------- -------------- --------------
Other expenses:
General and administrative expenses 446,521 465,299 832,497 803,842
Interest expense 37,486 40,916 106,053 128,092
Investment property holding costs - 75,600 - 151,200
-------------- -------------- -------------- --------------
Total other expenses 484,007 581,815 938,550 1,083,134
-------------- -------------- -------------- --------------
Minority interests 121,688 (4,257) 114,786 (4,257)
-------------- -------------- -------------- --------------
Net income (loss) 105,667 ($517,150) $(388,496) $(1,009,876)
-------------- -------------- -------------- --------------
Basic and diluted net income (loss) per
share (note 3) $0.01 ($0.06) $(0.04) $(0.11)
----- ----- ------- -------
----- ----- ------- -------
Weighted average number of common shares and
common stock equivalents adjusted for stock
dividends 10,438,423 9,223,932 9,846,674 9,224,257
UNITS .
single family 35 17 52 33
townhomes 0 20 0 27
- -- - --
total 35 37 52 60
</TABLE>
-5-