AVATAR HOLDINGS INC
10-Q, 1994-11-14
LAND SUBDIVIDERS & DEVELOPERS (NO CEMETERIES)
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<PAGE>
<PAGE>                         1

                     QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
                       OF THE SECURITIES EXCHANGE ACT OF 1934

                                    UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549

                                      FORM 10-Q

                 __________________________________________________

                [X]  Quarterly report Pursuant to Section 13 or 15(d)
                       of the Securities Exchange Act of 1934
                  For the quarterly period ended September 30, 1994

                                         or

                  [  ]  Transition Report Pursuant to Section 13 or
                    15(d) of the Securities Exchange Act of 1934
                           For the transition period from
                               ________  to  ________

                      ________________________________________

                            Commission file number 0-7616

                  I.R.S. Employer Identification Number 23-1739078

                                Avatar Holdings Inc.

                              (a Delaware Corporation)
                                 255 Alhambra Circle
                             Coral Gables, Florida 33134
                                   (305) 442-7000

          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 the number of shares outstanding of each of the issuer's
          classes of  common   stock, as  of the  latest practicable  date:
          9,095,102 shares of the Company's common stock ($1.00 par  value)
          were outstanding as of October 31, 1994.



                                      1  of  17
<PAGE>
<PAGE>                         2


                        AVATAR HOLDINGS INC. AND SUBSIDIARIES

                                        INDEX




                                                                   PAGE
          PART I.    Financial Information

            Item 1.    Financial Statements (Unaudited):

             Consolidated Balance Sheets --
               September 30, 1994 and December 31, 1993..........   3

             Consolidated Statements of Operations --
               Nine months and three months ended September 30,
               1994 and 1993.....................................   4

             Consolidated Statements of Cash Flows --
               Nine months ended September 30, 1994 and 1993.....   5

             Notes to Consolidated Financial Statements.........    7


            Item 2.    Management's Discussion and Analysis of
                     Financial Condition and Results of
                     Operations.................................    13


          PART II.   Other Information

            Item 6.    Exhibits and Reports on Form 8-K.........    15

            Exhibit Index.......................................    16









                                          2
<PAGE>
<PAGE>                         3


          PART  I  --  FINANCIAL  INFORMATION

          ITEM 1.  FINANCIAL  STATEMENTS


                        AVATAR HOLDINGS INC. AND SUBSIDIARIES
                             Consolidated Balance Sheets
                                      Unaudited
                               (Dollars in thousands)
<TABLE>
<CAPTION>

                                                       September 30,   December 31,
                                                           1994            1993
Assets
<S>                                                           <C>              <C>

Cash                                                          $3,629          $7,178
Restricted cash                                                1,375           1,442
Investments                                                   53,472          51,184
Contracts, mortgage notes and other receivables, net          73,122          82,996
Land and other inventories                                   121,896         117,557
Property, plant and equipment, net                           183,300         178,940
Other assets                                                  17,096          15,460
Regulatory assets                                              7,437           7,437
                                                            --------        --------
     Total assets                                           $461,327        $462,194
                                                            ========        ========

Liabilities and Stockholders' Equity

Notes, mortgage notes and other debt:
  Real estate and corporate                                  $97,945         $96,768
  Utilities                                                   37,399          38,789
Estimated development liability for sold land                 18,791          19,331
Accrued and other liabilities                                 34,043          27,558
Deferred customer betterment fees                             19,327          19,537
Minority interest in consolidated subsidiaries                 9,061           9,058
Regulatory liabilities                                         4,423           4,447
                                                            --------        --------
     Total liabilities                                       220,989         215,488

Commitments and contingent liabilities

Contributions in aid of construction                          63,043          63,334

Stockholders' Equity, net                                    177,295         183,372
                                                            --------        --------

Total Liabilities and Stockholders' Equity                  $461,327        $462,194
                                                            ========        ========


</TABLE>


    See notes to consolidated financial statements.

                                          3
<PAGE>
<PAGE>                         4



                       AVATAR HOLDINGS INC. AND SUBSIDIARIES
                       Consolidated Statements of Operations
      For the Nine Months and Three Months Ended September 30, 1994 and 1993
                                    (Unaudited)
                    (Dollars in thousands except per share data)

<TABLE>
<CAPTION>
                                               Nine months          Three Months
                                             1994       1993       1994      1993
<S>                                            <C>        <C>       <C>       <C>

Revenues:

Real estate sales                           $31,955     $30,758    $9,593    $9,384
Deferred gross profit                       (1,752)     (1,609)     (523)     (368)
Utility revenues                             21,593      39,207     6,743    11,412
Interest income                               8,477      10,378     2,784     3,512
Gain on sale of subsidiaries                      -      22,174       -      22,174
Trading account profit, net                   1,750         -         589       -
Other                                           448         728       130       221
                                             ------     -------    ------    ------
 Total revenues                              62,471     101,636    19,316    46,335

Expenses:
Real estate expenses                         34,426      33,112    11,405    11,260
Utility expenses                             17,186      28,126     5,643     8,514
General and administrative expenses           7,865       6,428     2,418     2,004
Interest expense                              8,461      12,303     2,142     3,753
Other                                           610       1,061       203       341
                                             ------     -------    ------    ------
 Total expenses                              68,548      81,030    21,811    25,872
                                             ------     -------    ------    ------

Income (loss) before income taxes and
 cumulative effect of change in method
 of accounting for income taxes             (6,077)      20,606   (2,495)    20,463

Provision (credit) for income taxes            -          10,792     (255)    10,118
                                             ------     -------    ------    ------
Income (loss) before cumulative effect
 of change in method of accounting for
 income taxes                               (6,077)       9,814   (2,240)    10,345

Cumulative effect of change in method of
 accounting  for income taxes                  -          (964)      -         -
                                             ------     -------    ------    ------

Net income (loss)                          ($6,077)      $8,850  ($2,240)   $10,345
                                           ========     =======  ========   =======


Per share amounts:
 Income (loss) before cumulative effect of change
  in method of accounting for income taxes   ($.67)        $.98    ($.25)     $1.03
 Cumulative effect of change in method
  of accounting for income taxes               -           (.10)     -          -
                                           --------     -------  --------   -------
Net income (loss)                            ($.67)        $.88    ($.25)     $1.03
                                           ========     =======  ========   =======
</TABLE>


    See notes to consolidated financial statements.



                                          4
<PAGE>
<PAGE>                         5



                           AVATAR HOLDINGS INC. AND SUBSIDIARIES
                           Consolidated Statements of Cash Flows
                                        (Unaudited)
                                  (Dollars in Thousands)

<TABLE>
<CAPTION>
                                                             For the nine months
                                                             ended September 30,
                                                              1994           1993
<S>                                                             <C>          <C>

OPERATING ACTIVITIES
Net income (loss)                                             ($6,077)       $8,850
Adjustments to reconcile net income (loss) to
  net cash provided by operating activities:
    Gain on sale of subsidiaries                                  -         (22,174)
    Depreciation and amortization                               5,967         5,319
    Deferred gross profit                                       1,752         1,609
    Provision for deferred income taxes                           -          10,792
    Cost of sales not requiring cash                            1,627           906
    Cumulative effect of change in method of accounting
      for income taxes                                            -             964
    Trading account profit                                     (2,288)            -
    Interest capitalization                                    (1,180)            -
    Changes in operating assets and liabilities:
      Decrease in restricted cash                                  67           397
      Principal payments on contracts receivable               15,483        16,426
      Increase in receivables                                  (7,664)      (10,702)
      Decrease in other receivables                               303         4,704
      Increase in inventories                                  (5,327)       (4,231)
      Increase in other assets                                 (1,635)       (2,536)
      Increase in accounts payable and accrued
         and other liabilities                                  6,251         3,853
                                                              -------       -------
NET CASH PROVIDED BY OPERATING ACTIVITIES                       7,279        14,177

INVESTING ACTIVITIES
Investment in property, plant, and equipment                  (10,618)       (7,346)
Proceeds from sale of subsidiaries                                -          59,723
Investment in marketable securities                               -         (25,131)
Proceeds from the sale of marketable securities                   -          17,444
                                                             --------      --------
NET CASH (USED IN) PROVIDED BY
  INVESTING ACTIVITIES                                       (10,618)        44,690

FINANCING ACTIVITIES
Net proceeds from revolving lines of credit
  and long-term borrowings                                     14,463        12,869
Principal payments on revolving lines of credit and
  long-term borrowings                                        (14,673)      (41,350)
Purchase of 8% debentures                                         -             (30)
Purchase of 9% debentures                                         -          (1,106)
Net proceeds from issuance of common stock in conjunction
  with the redemption/conversion of 5 1/4% debentures             -          30,348
Purchase of treasury stock                                        -         (27,000)
                                                              -------      --------
NET CASH USED IN FINANCING ACTIVITIES                            (210)      (26,269)
                                                              -------      --------
(DECREASE) INCREASE IN CASH                                    (3,549)       32,598
                                                              -------      --------
Cash at beginning of period                                     7,178         2,644
                                                              -------      --------
CASH AT END OF PERIOD                                          $3,629       $35,242
                                                              =======      ========

</TABLE>

    See notes to consolidated financial statements.

                                          5
<PAGE>
<PAGE>                         6
                        AVATAR HOLDINGS INC. AND SUBSIDIARIES
                 Consolidated Statements of Cash Flows -- continued
                                     (Unaudited)
                               (Dollars in thousands)


          SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

<TABLE>
<CAPTION>
                                                 For the nine months ended
                                                       September 30,

            Cash paid during the period for:       1994             1993
<S>                                                 <C>           <C>

               Interest                             $6,041          $11,327
                                                    ======          =======
               Income taxes (1)                       $276             $705
                                                    ======          =======


          SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES

                                                   1994           1993

            Redemption/conversion of 5 1/4%         -                 $30,917
              debentures
                                                    ======            =======

            Contributions in aid of construction     $859             $2,258
                                                    ======           =======


          (1)  Consists of Federal and State income taxes, inclusive of
            alternative minimum taxes.

</TABLE>

          See notes to consolidated financial statements.










                                          6
<PAGE>
<PAGE>                         7


                        AVATAR HOLDINGS INC. AND SUBSIDIARIES
               Notes to Consolidated Financial Statements (Unaudited)
                               (Dollars in thousands)

          Basis of Statement Presentation and Summary of Significant
            Accounting Policies

            The consolidated balance sheets  as of September 30,  1994 and
          December 31,  1993 and  the  related consolidated  statements  of
          operations for  the  nine month  and  three month  periods  ended
          September 30, 1994  and 1993 and  the consolidated statements  of
          cash flows for the nine months ended September 30, 1994 and  1993
          have  been  prepared  in   accordance  with  generally   accepted
          accounting principles for interim  financial information and  the
          instructions to  Form  10-Q and  Article  10 of  Regulation  S-X.
          Accordingly, they  do  not include  all  of the  information  and
          footnotes required  by generally  accepted accounting  principles
          for complete financial statement presentation. In the opinion  of
          management, all adjustments necessary for a fair presentation  of
          such financial statements  have been  included. Such  adjustments
          consisted only of normal recurring items. Interim results are not
          necessarily indicative of results for a full year.

            For a complete description  of the Company's  other accounting
          policies, refer to Avatar Holdings  Inc.'s 1993 Annual Report  on
          Form 10-K  and  the  notes  to  Avatar's  consolidated  financial
          statements included therein.

          Reclassifications

            Certain amounts presented for  1993 have been  reclassified in
          the financial statements for comparative purposes.

          Net Income/Loss Per Common Share

            For the nine  and three months  ended September 30,  1994, net
          loss per common share  is computed on the  basis of the  weighted
          average number of shares outstanding of 9,095,102.

            For the nine  and three months  ended September 30,  1993, net
          income per common share is computed on the basis of the  weighted
          average  number   of  shares   outstanding  plus   common   stock
          equivalents. On June 29, 1993, the Company redeemed and converted
          all of the  5 1/4%  convertible-purchase subordinated  debentures
          into 2,688,276  shares  of common  stock.  As a  result  of  this
          redemption and conversion, the weighted average number of  shares
          outstanding for the  nine and  three months  ended September  30,
          1993 of  10,088,688  and 10,081,556,  respectively,  assumed  the
          actual conversion occurred at the beginning of the period.

          Regulatory Assets and Regulatory Liabilities

            The cumulative effect  of adopting FASB  Statement No.  109 --
          "Accounting for Income  Taxes",  and FASB  Statement No.  106 --
          "Employers' Accounting  for Postretirement  Benefits Other Than
          Pensions"  for Avatar Utilities'  subsidiaries was recorded as a
          regulatory liability  or  regulatory  asset  in  accordance  with
          accounting procedures applicable to regulated enterprises.

                                          7
<PAGE>
<PAGE>                         8
          Notes  to  Consolidated   Financial  Statements  (Unaudited)   --
          continued

          Investments

            The Company  classified  all of  its  investment portfolio  as
          trading.    This  category  is  defined  as  including  debt  and
          marketable equity securities held  for resale in anticipation  of
          earning profits  from  short-term  movements  in  market  prices.
          Trading account securities are carried  at fair market value  and
          both realized and unrealized gains and losses are included in net
          trading account profit.

            Investments at September 30, 1994 consist  of $21,851 invested
          in corporate bonds rated B- or  above by Moody's and/or  Standard
          and Poor's and $17,064 invested  in non-rated bonds of  companies
          which are  in bankruptcy  and have  defaulted as  to payments  of
          principal and interest on such bonds.  These non-rated bonds  are
          thinly traded and may require sixty to ninety days to  liquidate.
          The portfolio also includes $10,623 of equity securities,  $1,994
          of money market accounts and $1,940 of U.S. Government and Agency
          securities.

            Avatar's investment  portfolio at  December 31,  1993 includes
          $20,045 invested in corporate bonds rated B- or above by  Moody's
          and/or Standard  and Poor's  and  $12,775 invested  in  non-rated
          bonds of companies which are in bankruptcy and have defaulted  as
          to payments of principal and interest on such bonds.  These  non-
          rated bonds are  thinly traded and  may require  sixty to  ninety
          days to  liquidate.   The portfolio  also includes  an  unsecured
          claim on a company in bankruptcy  of $5,689 which is not  readily
          marketable,  $7,020 of equity securities,  $1,661 of money market
          accounts and $3,994 of U.S. Government and Agency securities.

            Fair values  for actively  traded debt  securities and  equity
          securities are based on quoted market prices on national markets.
          Fair values for thinly traded investment securities are generally
          based on prices quoted by investment brokerage companies.

          Contracts, Mortgage Notes, and Other Receivables

          Contracts, mortgage notes, and  other receivables are  summarized
          as follows:

<TABLE>
<CAPTION>
                                              September 30,    December 31,
                                                 1994              1993

<S>                                                <C>                 <C>
    Contracts and mortgage notes receivable      $104,823           $117,249
    Notes and other receivables                     5,181              5,639
                                                 --------           --------
                                                  110,004            122,888
                                                 --------           --------
    Less:
       Allowance for doubtful accounts              1,374              2,631
       Market valuation reserve                     1,387              2,082
       Deferred gross profit                       30,958             31,969
       Other                                        3,163              3,210
                                                 --------           --------
                                                   36,882             39,892
                                                 --------           --------
                                                  $73,122            $82,996
                                                 ========           ========

</TABLE>

                                     8
<PAGE>
<PAGE>                         9


          Notes  to  Consolidated   Financial  Statements  (Unaudited)   --
          continued

          Land and Other Inventories

          Inventories consist of the following:

<TABLE>
<CAPTION>
                                               September         December
                                                  1994              1931
<S>                                                  <C>             <C>

Land developed and in process of development      $79,518          $76,145
Land held for future development or sale           37,608           37,478
Dwelling units completed or under construction      3,323            2,407
Other                                               1,447            1,527
                                                 --------         --------
                                                 $121,896         $117,557
                                                 ========         ========

</TABLE>

          Minority Interest in Consolidated Subsidiaries

            Minority interest in consolidated  subsidiaries is represented
          by preferred  stock  of  Avatar  Utilities'  subsidiaries.  Total
          preferred stock outstanding is as follows:

<TABLE>
<CAPTION>
                                              September 30,      December 31,
                                                   1994              1993
<S>                                                  <C>            <C>
             9% Cumulative preferred stock            $9,000           $9,000
             Other                                        61               58
                                                      ------           ------
                                                      $9,061           $9,058
                                                      ======           ======
</TABLE>

            Avatar's utility  subsidiary's 9%  cumulative preferred  stock
          issue provides for redemption to occur  no earlier than March  1,
          1997,  in whole or in part;  however,  a minimum of $1,800 of the
          preferred stock must be redeemed per  annum beginning in 1997.  A
          redemption of all  outstanding shares shall  occur no later  than
          March 1, 2001.

            Charges to operations recorded as "Other expenses" relating to
          preferred stock  dividends of  subsidiaries for  the nine  months
          ended September 30, 1994  and 1993 amounted  to $610 and  $1,061,
          respectively, and for the three  months ended September 30,  1994
          and 1993 amounted to $203 and $341, respectively.













                                         9
<PAGE>
<PAGE>                         10


          Notes  to  Consolidated   Financial  Statements  (Unaudited)   --
          continued

          Income Taxes

            Deferred income taxes reflect the net  tax effect of temporary
          differences  between   the  carrying   amounts  of   assets   and
          liabilities for financial reporting purposes and the amounts used
          for income tax purposes. Significant components of the  Company's
          deferred income tax  assets and liabilities  as of September  30,
          1994 are as follows:

<TABLE>
<CAPTION>
<S>                                                                         <C>

   Deferred income tax assets
       Net operating loss carryover                                         $9,000
       Tax over book basis of land inventory                                21,000
       Unrecoverable land development costs                                  5,000
       Tax over book basis of depreciable assets                             5,000
       Alternative minimum tax and investment tax credit carryforward        5,000
       Other                                                                 2,000
                                                                           -------
   Total deferred income taxes                                              47,000

       Valuation allowance for deferred income tax assets                  (35,000)
                                                                           -------
   Deferred income tax assets after valuation allowance                     12,000

   Deferred income tax liabilities
       Book over tax income recognized on land sales                       (3,000)
       Deferred carrying charges on utility plant                          (3,000)
       Other                                                               (6,000)
                                                                         ---------
   Total deferred income tax liabilities                                  (12,000)
                                                                         ---------
   Net deferred income taxes                                                    $0
                                                                         =========
</TABLE>

            The provision for income  taxes for the nine  months and three
          months ended September 30, 1994 consists of the following:
<TABLE>
<CAPTION>

                                                        Nine          Three
                                                       Months        Months
<S>                                                        <C>          <C>
              Federal:
                Current                                       -       ($255)
                Deferred                                      -          -
                                                         ------      -------
                                                              -        (255)

              State:
                Current                                       -         -
                Deferred                                      -         -
                                                         ------      -------
              Total                                           -       ($255)
                                                         ======      =======
</TABLE>

                                   10
<PAGE>
<PAGE>                         11

          Notes  to  Consolidated   Financial  Statements  (Unaudited)   --
          continued

            A reconciliation of income tax expense  to the expected income
          tax expense at the federal rate of 34% is as follows:

<TABLE>
<CAPTION>
                                                             1994          1993
<S>                                                             <C>         <C>

  Income tax expense (credit) computed
     at statutory rate                                       ($2,066)       $7,006
  Income tax effect of non-deductible dividends
     on preferred stock of subsidiary                             207          338
  State income tax (credit),  net of federal effect             (209)        1,090
  Gross up tax received on contributions
     in aid of construction                                        68          -
  Difference between book and tax basis
     of midwest utilities                                          -         2,066
  Federal and state taxes of  unconsolidated
     subsidiary in excess of amount computed
     at statutory rate                                             -           292
  Change in valuation allowance on deferred tax assets          2,000          -
                                                                -----      -------
  Provision for income taxes                                       $0      $10,792
                                                                =====      =======
</TABLE>


          Contingencies

            Avatar is  involved  in  various  pending  litigation  matters
          primarily arising in the normal course of its business.  Although
          the  outcome  of  these  and  the  following  matters  cannot  be
          determined,  it is the opinion of management that the  resolution
          of these  matters will  not have  a material  effect on  Avatar's
          business or financial position.

              On October 1, 1993,   the United  States,  on  behalf of the
          U.S. Environmental  Protection  Agency,   filed  a  civil  action
          against a utility subsidiary of Avatar in the U.S. District Court
          for the Middle District of Florida.   (United States vs.  Florida
          Cities  Water  Company,    Civil  Action  No.  93-281-C1).    The
          complaint alleges  that  the  subsidiary's  wastewater  treatment
          plant  in  North  Fort  Myers,    Florida,    committed   various
          violations of the  Clean Water Act, 33 U.S.C. Sect. 1251 et  seq.,
          including: (1)   discharge  of  pollutants without  an  operating
          permit  from  October  1,  1988  to   October  31,  1989;     (2)
          discharging from an unpermitted discharge location from  November
          1, 1989 until July 14, 1992;  and (3)  discharging pollutants  in
          excess of permit limitations at various  times from July 1991  to
          June 1992. The government is seeking the statutory maximum  civil
          penalties  of  $25  per  day,    per  violation  based  upon  the
          allegations.  Based upon  the information currently available  to
          it,   Avatar  believes  that   there  are   mitigating  facts  as
          well as  legal  defenses  that  could  reduce  or  eliminate  the
          imposition of monetary sanctions.

            On  March  1,  1994,  the  Wisconsin    Department  of  Natural
          Resources  (the "Department")   sent    Avatar  notice  that  the
          Department had  recently  issued  a  second  Record  of  Decision
          ("ROD") in connection with the Edgerton  Sand &  Gravel  Landfill
          site  (the  "Site").  The  ROD calls for  the City of  Edgerton's
          public water  supply  system to  be  extended to  the  owners  of
          private wells in the vicinity of  the Site.  The ROD also  states
          that other work related to  soil and groundwater remedial  action
          would be required at the Site.  The Department demanded that  all
          potentially responsible parties  ("PRPs)  associated  with    the
          Site organize into a PRP group to undertake the implementation of
          the ROD.   Avatar  was  previously identified  as  a PRP  by  the
          Department.  On November 1, 1994, certain private parties filed a
          civil action against Avatar in Rock County

                                       11
<PAGE>
<PAGE>                         12
          Notes  to  Consolidated   Financial  Statements  (Unaudited)   --
          continued

          Circuit Court, Wisconsin.  (Alderman, et al  vs. Avatar  Holdings
          Inc., et al, Civil  Action Case No. 94  CV 675).  The  plaintiffs
          allege that Avatar and the other  named defendants (1) are  PRP's
          identified by  the Department;  (2) dumped  hazardous  substances
          which contaminated the groundwater source used by the plaintiffs;
          and  (3)  committed  trespass   with  the  contamination.     The
          plaintiffs  are  seeking   compensatory  and  punitive   damages,
          attorney's fees, costs and  other disbursements for bringing  the
          action and  other  just  and equitable  relief.  Based  upon  the
          information currently available to it, Avatar believes that it is
          not liable for any claims by any government or private parties in
          connection with the  Site and intends  to vigorously defend  this
          action.

            On July  22,  1994,  the  Company's  pending  litigation  with
          Lawrence  Wilkov,  its  former  President  and  Chief   Executive
          Officer, was  settled.   Pursuant  to the  settlement  agreement,
          among other things, the litigation was dismissed with  prejudice,
          and his employment relationship with the Company has ended.   The
          settlement resulted in a  charge to operations  in the amount  of
          $486 for the nine months ended September 30, 1994 and is included
          in general and administrative expenses.





























                                         12
<PAGE>
<PAGE>                         13


          Item  2.  Management's  Discussion  and  Analysis  of   Financial
                 Condition and Results of Operations (dollars in thousands
                 except per share data)

          RESULTS OF OPERATIONS

            Operations  for  the  nine  and  three   month  periods  ended
          September 30, 1994, resulted in  a loss before cumulative  effect
          of change in method of accounting for income taxes of $6,077  and
          $2,240 or  $.67 and  $.25 per share  compared to  income  before
          cumulative effect of  change in method  of accounting for  income
          taxes of $9,814 and $10,345 or  $.98 and $1.03 per share for the
          same period  of 1993.  Operations for  the nine  and three  month
          periods ended September 30, 1993 includes the pre-tax gain on the
          sale  of   the   Midwest  Water   Utilities   subsidiaries   (the
          "subsidiaries") of  $22,174.  Exclusive  of  the   gain   on  the
          subsidiaries sale, income before taxes and the cumulative  effect
          of change in method of accounting for income taxes resulted in  a
          loss of $6,077  and $2,240 for  the nine and  three months  ended
          September 30, 1994, compared to a  loss of $1,568 and $1,711  for
          the same periods  of 1993. The  net loss for  the nine and  three
          months ended September 30, 1994 totaled $6,077 and $2,240 or $.67
          and $.25 per share, compared to net income of $8,850 and $10,345
          or $.88 and $1.03 per share, for  the same periods of 1993.   Net
          of the subsidiaries sale,  the net loss for  the nine months  and
          three months ended September 30, 1993, totaled $2,824 and $1,329,
          respectively. The decline in operating  results for the nine  and
          three month  periods ended  September 30,  1994, is  primarily  a
          result of the decrease in utility  revenues in comparison to  the
          same period  for  1993 due  to  the  sale of  the  Midwest  Water
          Utilities which occurred on August 31, 1993.  On January 1, 1993,
          Avatar adopted FASB  Statement No.  109, "Accounting  for  Income
          Taxes" which  resulted in  a cumulative  effect loss  adjustment
          based on the change in method  of accounting for income taxes  of
          $964 or $.10 per share.

            Avatar's real estate  revenues for the  nine and  three months
          ended September 30, 1994,  increased $1,197 or  3.9% and $209  or
          2.2%, respectively, while real  estate expenses increased  $1,314
          or 4.0% and $145 or 1.3%, respectively, when compared to the same
          periods of 1993.  The increase in  real estate  revenues for  the
          nine and  three  month  periods  ended  September  30,  1994,  is
          primarily a result  of a  bulk land  sale. The  increase in  real
          estate expenses  for  the nine  and  three months  periods  ended
          September 30, 1994, when compared to the same period of 1993,  is
          primarily a result  of an increase  in cost of  sales due to  the
          increase in real estate sales.

            Utility revenues, net of the utilities sale,  for the nine and
          three months ended September 30, 1994, decreased $17,614 or 44.9%
          and $4,669  or 40.9%,  respectively, when  compared to  the  same
          periods of 1993, which includes revenues of the subsidiaries sold
          on August  31, 1993.  Utility expenses  for  the nine  and  three
          months ended September 30, 1994,  decreased $10,940 or 38.9%  and
          $2,871 or 33.7%, respectively, when  compared to the same  period
          of 1993  which  includes expenses  of  the subsidiaries  sold  on
          August 31, 1993. As a result  of such sale, utility revenues  and
          expenses decreased;  however,  continuing  utility  revenues  and
          expenses for the nine months and three months ended September 30,
          1994, were comparable to the same period for 1993.

            Interest income for the nine and  three months ended September
          30,  1994,  decreased  $1,901  or   18.3%  and  $728  or   20.7%,
          respectively, when compared  to the same  period for  1993.   The
          decline in  interest income  is primarily  attributable to  lower
          average aggregate amounts outstanding  in the Company's  contract
          and mortgage notes receivable  portfolio. Avatar's contracts  and
          mortgage notes  receivable  portfolio  amounted  to  $104,823  at
          September 30, 1994, compared to $123,635 at September 30, 1993.

                                     13
<PAGE>
<PAGE>                         14
          Item  2.  Management's  Discussion  and  Analysis  of   Financial
                 Condition and Results of Operations (dollars in thousands
                 except per share data)  -- continued

            Trading account  profit for  the nine  and three  months ended
          September 30, 1994, of $1,750 and $589, respectively,  represents
          interest income  and realized  and  unrealized gains  and  losses
          related to the investment  portfolio, net of commissions  payable
          to brokers.   These investments were  acquired during the  fourth
          quarter of 1993.

            General and  administrative  expenses for  the nine  and three
          months ended September  30, 1994, increased  $1,437 or 22.4%  and
          $414 or  20.7%, respectively,  compared to  the same  periods  of
          1993. These increases are  primarily attributable to an  increase
          in professional fees,  an increase in  the accrual for  incentive
          compensation and the financial settlement of a lawsuit.

            Interest expense for the nine and three months ended September
          30,  1994,  decreased  $3,842  or  31.2%  and  $1,611  or  42.9%,
          respectively, compared to the same  period of 1993. The  decrease
          is primarily  attributable  to  the  capitalization  of  interest
          associated with development and  construction costs of an  Avatar
          project of approximately  $1,180 and an  overall decrease in  the
          outstanding balance of notes, mortgage notes and other debt as  a
          result of the sale of the Midwest Water Utilities.

            Other expense for  the nine and  three months  ended September
          30, 1994 decreased $451 or 42.5% and $138 or 40.5%, respectively,
          compared  to  the  same  period   of  1993.  This  is   primarily
          attributable to  the decrease  in  preferred stock  dividends  of
          subsidiaries due to the sale of the utilities subsidiaries.

          LIQUIDITY AND CAPITAL RESOURCES

            Avatar's primary business  activities, which  include housing,
          vacation ownership  and  retail  land  sales,  land  development,
          resort operations and utility services, are capital intensive  in
          nature.  Avatar  expects  to  fund  its  operations  and  capital
          requirements  through  a  combination  of  cash  and   investment
          securities on hand, operating cash flows and external borrowings.

            Avatar has  approximately  $53,472  in investments  which  are
          classified as  trading.    The Company  intends  to  continue  to
          actively trade such securities in  an effort to generate  profits
          and will reinvest such profits until  such time as the  Company's
          cash requirements  necessitate  the use  or  partial use  of  the
          portfolio proceeds.

            A portion of the investment portfolio collateralizes a $30,000
          line of credit which had an outstanding balance at September  30,
          1994, of $24,500  and will mature  during the  fourth quarter  of
          1994.   Avatar is  in the  process of  securing an  extension  or
          refinancing of its maturing bank and credit lines; however, there
          can be no assurance that Avatar will be able to do so.


















































                                         14
<PAGE>
<PAGE>                         15


          PART II -- OTHER INFORMATION


           Item 6.  Exhibits and Reports on Form 8-K

           Exhibits

              27    Financial Data Schedule (Filed Herewith).


           Reports on Form 8-K

             No reports on Form  8-K were filed  during the quarter  ended
             September 30, 1994.


          SIGNATURES

            Pursuant to the requirements of the Securities Exchange Act of
          1934, the registrant has duly caused this report to be signed  on
          its behalf by the undersigned thereunto duly authorized.

                           AVATAR HOLDINGS INC.

Date:  November 11, 1994   By:  /s/ Jeffrey A. Sopshin
                                ------------------------
                                Jeffrey A. Sopshin
                                Assistant Vice President and Controller


Date:  November 11, 1994   By:  /s/ Charles L. McNairy
                                ------------------------
                                Charles L. McNairy
                                Executive  Vice  President,   Treasurer  and
                                Chief Financial Officer


























                                         15
<PAGE>
<PAGE>                         16


          Exhibit Index


          EXHIBIT                                              PAGE

           27   Financial Data Schedule......................   17
















                                  16



<TABLE> <S> <C>


<PAGE>
<ARTICLE>                                                 5
<MULTIPLIER>                                          1,000

       
<PERIOD-TYPE>                                       9-MOS
<FISCAL-YEAR-END>                                   DEC-31-1993
<PERIOD-END>                                                    SEP-30-1994
<CASH>                                                                         5,004
<SECURITIES>                                                                  53,472
<RECEIVABLES>                                                                110,004
<ALLOWANCES>                                                                (36,882)
<INVENTORY>                                                                  121,896
<CURRENT-ASSETS>                                                                   0
<PP&E>                                                                       183,300
<DEPRECIATION>                                                                     0
<TOTAL-ASSETS>                                                               461,327
<CURRENT-LIABILITIES>                                                              0
<BONDS>                                                                      135,344
<COMMON>                                                                           0
                                                              0
                                                                        0
<OTHER-SE>                                                                   177,295
<TOTAL-LIABILITY-AND-EQUITY>                                                 461,327
<SALES>                                                                       31,955
<TOTAL-REVENUES>                                                              62,471
<CGS>                                                                         16,480
<TOTAL-COSTS>                                                                 33,666
<OTHER-EXPENSES>                                                              10,949
<LOSS-PROVISION>                                                                   0
<INTEREST-EXPENSE>                                                             8,461
<INCOME-PRETAX>                                                              (6,077)
<INCOME-TAX>                                                                       0
<INCOME-CONTINUING>                                                          (6,077)
<DISCONTINUED>                                                                     0
<EXTRAORDINARY>                                                                    0
<CHANGES>                                                                          0
<NET-INCOME>                                                                 (6,077)
<EPS-PRIMARY>                                                                 (0.67)
<EPS-DILUTED>                                                                   0.00


<FN>
NOTE:   Total Current Assets and Total Current Liabilities
              are not applicable because Registrant does not
              present a classified balance sheet.

                                   17
</TABLE >

</TABLE>


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