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FORM 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For Quarterly Period Ended SEPTEMBER 30, 2000
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 No. 0-8301
GOLDEN TRIANGLE INDUSTRIES, INC.
(Exact Name of Registrant as Specified in its Charter)
State of Colorado 25-1302097
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification #)
259 Plaza Drive, Suite D
Oviedo, FL 32765
(Address of Principal Executive Offices)
(formerly 6314 Aspen Cove Court Sugar Land, TX 77479)
(281) 565-7300
Registrant's Telephone Number Including Area Code
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 [X] Yes [ ] NO
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
There were 7,966,991 shares of Common Stock, $.001
Par Value at September 30, 2000.
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INDEX
Page
Part I. Financial Information
Item 1. Financial Statements . . . . . . . . . . 3
Item 2. Management's Discussion and Analysis . . . . 12
Part II: Other information
Item 6: Exhibits and Reports on Form 8-K . . . . . . 17
Signatures . . . . . . . . . . . . . . . . . 17
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
GOLDEN TRIANGLE INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
September 30, December 31,
2000 1999
----------- -----------
ASSETS
Land and Home Inventory $ 6,617,829 $ 7,696,360
Cash 485,874 181,187
Accounts Receivable 381,497 182,820
Prepaid Expenses 376,138 290,583
Receivable from Stockholder 91,244 -
Other Assets 1,365,739 136,937
----------- -----------
TOTAL ASSETS $ 9,318,321 $ 8,487,887
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Notes Payable $ 5,517,032 $ 6,722,484
Accounts Payable 459,454 875,944
Accrued Expenses 424,919 226,977
Loans from Stockholders 134,902 37,975
----------- -----------
Total Liabilities 6,536,307 7,863,380
----------- -----------
Stockholders' Equity
Common Stock 7,967 100
Additional paid in capital 2,112,053 99,396
Retained earnings 661,994 525,011
----------- -----------
Total Stockholders' Equity 2,782,014 624,507
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 9,318,321 $ 8,487,887
=========== ===========
See the accompanying selected information.
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GOLDEN TRIANGLE INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATOINS
(Unaudited)
Three Months Nine Months
2000 1999 2000 1999
---------- ---------- ----------- ----------
OPERATING REVENUES $3,670,793 $3,321,236 $10,367,051 $8,755,436
COST OF REVENUES 2,913,469 2,720,008 8,348,633 7,182,572
---------- ---------- ----------- ----------
GROSS PROFIT 757,324 601,228 2,018,418 1,572,864
SELLING AND ADMINISTRATIVE
EXPENSES 962,520 338,875 1,575,482 900,697
---------- ---------- ----------- ----------
INCOME FROM OPERATIONS (205,196) 262,353 442,936 672,167
OTHER INCOME/(EXPENSES)
Interest expense (42,602) (159,458) (218,497) (422,385)
Equity in loss of investee 27,664 - (24,645) -
---------- ---------- ----------- ----------
INCOME BEFORE INCOME TAXES (220,134) 102,895 199,794 249,782
Income tax expense (39,919) - 53,810 -
---------- ---------- ----------- ----------
NET NET INCOME/(LOSS) $ (180,215)$ 102,895 $ 145,984 $ 249,782
========== ========== =========== ==========
Earnings per Common Share
Net income/(Loss) $ (0.02)$ 0.10 $ 0.04 $ 0.23
========== ========== =========== ==========
See the accompanying selected information.
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GOLDEN TRIANGLE INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
For the Period from January 1, 1999 to September 30, 2000
(Unaudited)
Additional
Common Stock Paid In Retained
Shares Amount Capital Earnings Total
--------- ------- ---------- --------- ----------
Balances at January 1,
1999 1,067,520 1,067 $ 98,429 $ 123,882 $ 223,378
Net Income - - - 401,129 401,129
--------- ------- ---------- --------- ----------
Balances at December
31, 1999 1,067,520 1,067 98,429 525,011 624,507
Stock issued and reor-
ganization to effect
the merger 1,559,031 1,559 1,256,062 - 1,257,621
Stock issued under
DRP program 10,640 11 18,304 - 18,315
Stock issued under
S-8 registration 238,500 239 124,974 - 125,213
Restricted stock issued
for property 4,500,000 4,500 395,500 - 400,000
Restricted stock issued
to employees and
consultants 580,500 580 202,595 - 203,175
Restricted stock issued
for cash 10,800 11 16,189 - 16,200
S-Corporation dividends - - - - (9,001)
Net Income - - - 145,984 145,984
--------- ------- ---------- --------- ----------
Balances at
September 30, 2000 7,966,991 $ 7,967 $2,112,053 $ 661,994 $2,791,015
========= ======= ========== ========= ==========
See the accompanying selected information.
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GOLDEN TRIANGLE INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Increase/(Decrease) in Cash and Cash Equivalents
(Unaudited)
Nine Months Ended June 30,
2000 1999
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 145,984 $ 249,782
Adjustments to reconcile net income to
net cash flows from operating activities:
Services acquired with stock 328,388 -
Equity in subsidiary's loss 24,645 -
Cash flows from changes in operating assets
and liabilities:
Land and home inventory 1,478,531 (463,889)
Accounts receivable (198,677) (5,769)
Prepaid expenses (70,555) (117,362)
Other assets 36,713 (123,285)
Accounts payable (416,490) 10,856
Accrued expenses 47,235 (346,056)
----------- -----------
Net cash flows from operating activities 1,375,774 (795,723)
----------- -----------
Cash Flows from Investing Activities:
Loan to stockholder (91,244) -
Cash received in merger 3,168 -
----------- -----------
Net cash flows from investing activities (88,076) -
----------- -----------
Cash Flows from Financing Activities:
Proceeds from notes payable 1,352,696 4,941,760
Loans from stockholders 96,927 -
Repayment of notes payable (2,458,148) (3,959,157)
Repayment of loans from stockholders - (74,000)
Proceeds from stock issuance 34,515 -
Distributions (9,001) (39,226)
----------- -----------
Net cash flows from financing activities (983,011) 869,377
----------- -----------
Net Increase in Cash 304,687 73,654
Cash at Beginning of Period 181,187 352,362
----------- -----------
Cash at End of Period $ 485,874 $ 426,016
=========== ===========
Supplemental Disclosures - Non-cash Investing
and Financing Transactions:
Cash paid for interest $ 344,300 $ 440,345
Cash paid for income taxes - -
Stock issued for property $ 400,000 $ -
Stock issued under S-8 registration 125,213 -
Restricted stock issued to employees and
consultants 203,175 -
Stock issued in merger transaction 1,972,415 -
See the accompanying selected information.
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GOLDEN TRIANGLE INDUSTRIES, INC. AND SUBSIDIARIES
SELECTED INFORMATION FOR CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
September 30, 2000
NOTE 1: BASIS OF PRESENTATION
The accompanying condensed consolidated financial statements for the three
and nine month periods ended September 30, 2000 and 1999 include the
accounts of Golden Triangle Industries, Inc. (the "Company") and all
subsidiaries in which a controlling interest is held. The Company's
investments in entities in which a less than controlling interest is held
are accounted for by the equity method. All significant intercompany
transactions and balances have been eliminated.
These financial statements have been prepared by the Company without audit.
In the opinion of management, all adjustments (consisting of normal
recurring adjustments) necessary for fair presentation of the accompanying
condensed consolidated financial statements have been made. The condensed
consolidated balance sheet of the Company as of December 31, 1999 has been
derived from the audited balance sheet of Whitemark Homes Group as of that
date. As discussed below, the Company acquired Whitemark Homes, Inc.
("Whitemark") effective April 1, 2000, in a transaction that has been
accounted for as a reverse acquisition. In a reverse acquisition, the
acquired entity (in this case, Whitemark) becomes the acquirer for
accounting purposes. Accordingly, the accompanying comparative financial
statements as of December 31, 1999, and for the three and nine months ended
September 30, 1999 reflect the financial position, results of operations and
cash flows of Whitemark rather than the previously reported financial
information of Golden Triangle Industries, Inc.
Certain information and note disclosures normally included in the Company's
annual financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. These condensed
consolidated financial statements should be read in conjunction with a
reading of the financial statements and accompanying notes included in
Whitemark's audited financial statements for 1999 which were filed with the
Securities and Exchange Commission on a Form 8-K dated May 5, 2000. This
Form 8-K is available through the internet in the SEC's EDGAR database at
www.sec.gov or is available from the Company upon request.
The Company historically has experienced, and expects to continue to
experience, variability in quarterly results. The consolidated condensed
statements of operations for the three and nine months ended September 30,
2000, are not necessarily indicative of the results to be expected for the
year ended December 31, 2000.
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SIGNIFICANT TRANSACTIONS
Disposition of Oil and Gas, Salt Water Disposal, Sand and Gravel Businesses
and Other Activities
In a measure approved by stockholders at the Registrant's annual meeting on
June 17, 2000 and made effective April 1, 2000, the Registrant entered into
an exchange with Kenneth Owens, its President, for all of his 79,832 shares
(798,320 common shares equivalent) of Series B Preferred stock. Mr. Owens
controlled approximately 40% of the allowable votes of the Registrant. In
this transaction, all of the oil and gas, the remaining salt water disposal,
and all of the sand and gravel assets along with the Altair property were
transferred to Mr. Owens along with the County Line SWD, Inc. and Jim Wells
SWD, Inc. subsidiaries. The remaining financial assets, cash, marketable
securities, receivables, administrative fixed assets, and administrative
accounts payable were transferred to a newly created subsidiary, Golden
Square Industries, Inc. of which Mr. Owens received 60% ownership and the
Registrant retained 40%.
Acquisition of Whitemark Homes, Inc.
Simultaneously, as approved by the stockholders, the Registrant acquired
Whitemark Homes Inc. In this transaction, Whitemark Homes' stockholders
received a total of 1,067,520 shares of the Company's common stock in
exchange for 100% of Whitemark Home's outstanding shares. Whitemark Homes
is a real estate residential developer and home builder, with operations in
Orlando and the surrounding central Florida area. Whitemark Homes had total
revenues of $13.4 million, net income of $.4 million, and delivered 134
homes during 1999. On June 30, 2000, the Board of Directors approved the
acquisition of development land inventories with a projected revenue
potential of $34,000,000 from entities controlled by Larry White, the new
president of the Company, in exchange for 4,500,000 common shares.
Due to the control that transferred to the stockholders of Whitemark Homes
coupled with the discontinuance of the Registrant's previous business, this
acquisition has been accounted for as a reverse acquisition using the
purchase method of accounting. In connection with the transaction, the
Company acquired assets with an estimated fair value of $35 million and
assumed liabilities with a fair value of $7 million. However, due to the
change in control and the reverse acquisition accounting treatment, the
basis in assets and liabilities are being reported on the Company's books at
their basis on the books of Whitemark rather than at fair value.
Additionally, as mentioned above because of the reverse acquisition
accounting, the historical financial statements of Whitemark become the
historical and continuing financial statements of the Registrant. The
remaining assets of Golden Triangle are treated as the acquired assets and
are recorded at fair value.
As a result of this acquisition, the Company consolidates the financial
statements of Golden Triangle Industries, Inc, Whitemark Homes, Inc., and
Home Funding, Inc. Additionally, Whitemark Homes, Inc. owns controlling
general partnership interests in Fox Glen Limited Partnership and Sheeler
Hills Limited Partnership.
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Business Segments
Following the significant transactions of the second quarter of 2000, the
Company has three business segments: Home building, Financial Services, and
Other Assets. Home building is by far the most significant of these
segments as the others function primarily as supporting and facilitating
operations.
Home building operations include the sale and construction of single-family
attached and detached homes in the Orlando, Florida area by Whitemark Homes,
Inc. These activities also include the purchase, development, and sale of
residential land by the Company. Sales of the Company=s homes are generally
made pursuant to a standard contract which requires a down payment of up to
10% of the sales price. The contract includes a financing contingency which
permits the customer to cancel in the event mortgage financing at prevailing
interest rates (including financing arrangements by the Company) is
unobtainable within a specified period, typically four to six weeks. The
Company reports an undelivered home sale as part of its backlog upon
execution of the sales contracts and receipt of the down payment. Revenue
is recognized only upon the closing and delivery of a home. The Company
estimates that the average period between the execution of a purchase
agreement for a home and delivery is approximately six months. The
Company's backlog at September 30, 2000 and 1999 was approximately
$9,600,000 (80 units) and $11,000,000 (110 units), respectively.
Financial Services activities are conducted primarily through the Company's
subsidiary, Home Funding, Inc., which provides mortgage financing, title
insurance, and closing services for Whitemark Homes' home buyers. This
subsidiary packages and resells residential mortgage loans and provides
mortgage loan servicing activities.
Other assets consists primarily of the Company's equity in its 40% of Golden
Square Industries, Inc. which is carried on the equity basis. This
subsidiary's primary assets are marketable securities, receivables, and cash
as presented in the following summarized financial statements.
Summarized Balance Sheet
As of September 30, 2000
Cash and cash equivalents $ 540,703
Marketable securities (net) 298,087
Accounts receivable 1,287,134
Accounts receivable-related parties 431,263
Property and Equipment 591,793
Accounts and accrued payables (33,967)
----------
Net Equity $3,115,013
==========
Significant Accounting Policies
Land and Home Inventory -- Land and home inventory is stated at the lower of
cost or market value, with cost determined using the specific identification
method. Costs include land purchases, direct project development costs,
direct home construction costs, and indirect development and construction
costs. Indirect costs are allocated to each residential property based on
relative sales value of the home and lot. Direct costs include construction
period interest.
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Equity method investees -- The equity method of accounting is used when the
Company has a 20% to 50% interest in other entities. Under the equity
method, original investments are recorded at cost and adjusted by the
Company's share of undistributed earnings or losses of these entities.
Income taxes -- The Company recognizes a liability or asset for the deferred
tax consequences of temporary differences between the tax bases of assets or
liabilities and their reported amounts in the financial statements, if such
differences are significant.
Prior to April 1, 2000, Whitemark Homes, Inc. was an S Corporation for
federal and state income tax purposes. An S Corporation's income is taxable
to its stockholders rather than to the company. Accordingly, no provision
was necessary for tax on earnings for 1999 or for the period from January 1
through March 31, 2000.
Estimates -- 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 and disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from
those estimates.
NOTE 2: LAND AND HOME INVENTORY
Land and home inventory consists the following at September 30, 2000 and
December 31, 1999:
September 30 December 31
----------- -----------
Project development costs $ 1,390,753 $ 2,381,885
Home construction costs 4,827,076 5,314,475
----------- -----------
$ 6,217,829 $ 7,696,360
=========== ===========
NOTE 3: NOTES PAYABLE
Notes payable consists of the following at September 30, 2000 and December
31, 1999:
September 30 December 31
----------- -----------
Construction lines of credit with banks
- interest of 9.5% to 10% due monthly,
principal due as homes are sold, secured
by real estate $ 3,267,207 $ 4,271,106
Obligations to participation mortgage
lender - payments, including principal
and interest at LIBOR rate plus 4%, due
based on cash flows of Fox Glen and
Sheeler Hills projects, secured by real
estate and partnership interests 1,974,897 2,208,500
Other loans 274,928 242,878
----------- -----------
$ 5,517,032 $ 6,722,484
=========== ===========
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NOTE 4: INCOME TAXES
The provision for income taxes/(benefits) consists of the following at
September 30, 2000 and 1999.
2000 1999
--------- ---------
Current income taxes:
Federal $ 47,521 $ -
State 6,289 -
--------- ---------
53,810 -
Deferred income taxes:
Federal - -
State - -
--------- ---------
Total $ 53,810 $ -
========= =========
Due to the fact that Whitemark Homes, Inc. was an S-Corporation prior to
April 1, 2000, the Company did not incur any income taxes for 1999 or for
the first quarter of 2000. There is no provision for deferred income taxes
at this time because the differences between the book bases of assets and
liabilities and their tax bases are not significant.
The provision for income taxes is different from the result reached by
applying the U.S. statutory tax rate to profit/ (loss) before taxes for the
reasons set forth in the following reconciliation:
2000 1999
--------- ---------
Taxes computed using the federal rate $ 67,930 $ 84,926
S-Corporation revenues not taxable to the Company (34,136) (84,926)
Equity in subsidiary's loss subject to separate
taxation 8,379 -
State taxes 8,990 -
Other 2,647 -
--------- ---------
Taxes reported on financial statement $ 53,810 $ -
========= =========
NOTE 5: STOCK TRANSACTIONS
The Board of Directors approved a 2 for 1 forward stock split with a record
date of August 25, 2000. All historical share amounts and per share amounts
in the financial statements and these notes have been adjusted to reflect
this split, including the transactions listed above in this Note.
The Company has issued 10,640 common shares under its Dividend Reinvestment
Plan since April 1, 2000, for proceeds of $18,315.
At the stockholders meeting in June 2000, the stockholders approved an
amendment to the Registrant's Articles of Incorporation which eliminated
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authorization for preferred stock. As a result of this measure, 22,760
common stock shares (on the basis of ten common shares for each preferred
share) are being treated as outstanding in place of the preferred shares
that have not been converted. The Company is in the process of having the
preferred share certificates converted.
As discussed in Note 1, Kenneth Owens (the Company's former president)
returned a controlling block of 79,832 Series B Preferred shares in exchange
for certain assets and liabilities of the Company.
Also, as discussed in Note 1, the Registrant issued 1,067,520 common shares
for the acquisition of Whitemark Homes, Inc. However, because the
historical financial statements are those of Whitemark Homes with the
reverse acquisition accounting, the Statement of Stockholders Equity
presents the number of shares outstanding as though Whitemark had performed
a split of its shares. The 1,559,031 shares represents the interests for
Golden Triangle stockholders in this presentation which is as though
Whitemark were issuing shares to the Golden Triangle stockholders.
In June 2000, developmental land inventories with a cost basis of $400,000
were acquired from related parties for 4,500,000 common shares. Cost basis
of the related parties is carried over to the books of the Company because
of the fact that the related parties retained a significant interest in
these properties through their ownership interests in the Company.
During August 2000, the Company issued 238,500 shares valued at $125,213
under its existing S-8 registration and 580,500 restricted shares valued
$203,175 to employees and consultants for services rendered historically and
during the process of the merger negotiations. The Company also privately
placed 10,800 restricted shares for cash of $16,200.
NOTE 6: EARNINGS PER SHARE
The following table sets forth the computation of basic earnings per common
share (EPS) for the three and nine months ended September 30, 2000 and 1999.
Partially due to actions taken at the stockholders' meeting, there are no
common stock equivalents outstanding during these periods that are not being
treated as common stock.
Three Months Nine Months
2000 1999 2000 1999
---------- --------- --------- ---------
Numerator:
Net income/(loss) $ (180,215) $ 102,895 $ 145,984 $ 249,782
========== ========= ========= =========
Denominator:
Weighted average shares
outstanding (1) 7,487,039 1,067,520 3,885,029 1,067,520
========== ========= ========= =========
Earnings/(loss) per share:
Basic: $ (0.02) $ 0.10 $ 0.04 $ 0.23
========== ========= ========= =========
(1) The outstanding shares of Whitemark for 1999 have been restated to
show the effective split indicated by the number of shares that the
stockholders of Whitemark received in the merger with Golden Triangle
Industries.
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NOTE 7: RELATED PARTY TRANSACTIONS
As discussed in Notes 1 and 5, the Company transferred significant assets to
Kenneth Owens, its former president, in exchange for his preferred stock.
In connection with that transaction, the Company issued common stock to the
stockholders of Whitemark Homes, Inc. to acquire that entity. Larry White,
the primary owner of Whitemark Homes, was then elected president of the
Company. This effectively resulted in a transfer of control of the Company
from Kenneth Owens to Larry White. Subsequent to this transfer, the Board
of Directors approved the acquisition of development properties from Larry
White and other entities within his control in exchange for the issuance of
4,500,000 common shares.
As presented in the balance sheet and statement of cash flows, the Company
has borrowed funds from Larry White for development projects. These loans
are non-interest bearing, are due on demand, and are intended to be short
term in nature. During 2000, the Company has constructed an office building
for Larry White that it is going to lease from him for its principal
offices. The Company has provided the interim financing for this project
and the cost of construction has been accounted for as a loan to him with
settlement to be accomplished through his obtaining permanent financing for
the building upon completion. The Company has moved its offices to this
building during November 2000.
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Item 2: Management's Discussion and Analysis of Financial Condition and
Results of Operations.
General Overview
The Company, through its wholly owned subsidiary Whitemark Homes, Inc.,
develops real estate and builds homes. These efforts are concentrated in
underserved market areas with entry-level homebuyers and first-time move-up
buyers. Effective April 1, 2000 the Company changed its direction from
energy services to real estate development and home building. The Company
disposed of its energy related assets by exchanging the control position of
Kenneth Owens, the former President, for the assets. Additionally, the
Company issued 1,067,520 common shares to Larry White, the owner of
Whitemark Homes, Inc. for 100% of Whitemark Homes, Inc. The business
operations were changed along with the majority-controlling shareholder.
The stockholders approved these transactions at the annual meeting on June
17, 2000. In late June 2000, the Board of Directors approved the
acquisition of projects and assets owned or controlled by Larry White
through the issuance of 4,500,000 additional common shares to Larry White.
On a national level, housing construction appears to be strong going into
2001. The Company's management is very optimistic about operations for next
year. Interest rates and consumer confidence are driving the housing
industry. Statistics indicate that the Company's target market is fully
employed and interest rates are relatively low.
In June 2000, stockholders of the Company approved the simultaneous
transactions to dispose of the energy related historical business and the
acquisition of Whitemark Homes, Inc. as stated above. The resulting
complete change in business and effective management control require that
the transaction be treated as a reverse acquisition. That is, the
historical financial statements become those of Whitemark Homes and Golden
Triangle is treated as being acquired on April 1, 2000. This allows the
comparative presentation to reflect the new business direction that the
Company has taken and presents more meaningful information to the reader.
This presentation as a reverse acquisition results in significantly
different financial statements from those historically filed by the Company
and from the financial statements filed for the quarter ended June 30, 2000.
Subject to approval of this position by the SEC, the Company intends to
file, and is in the process of preparing, an amended Form 10-Q for the
quarter and six months ended June 30, 2000 which will change those financial
statements to reflect the presentation as a reverse acquisition. This
treatment is the result of reviewing the facts of the merger in light of
accounting literature. In addition, the Company expects to amend the Form
8-K dated May 5, that was filed to report the merger agreement to reflect in
the pro forma financial statements the reverse acquisition treatment of this
merger.
LIQUIDITY AND CAPITAL RESOURCES
The Company's financing needs are provided through cash flows from
operations, bank borrowings, and private and public debt and equity markets.
Cash flow from operations has improved as a result of increased revenue.
The Company anticipates that cash flow from operations will continue to
increase in calendar year 2000 as a result of increased revenues from new
home deliveries.
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On September 30,2000, the Company had outstanding borrowings of $5,517,032.
The Company believes that funds generated from operations and expected
borrowing availability from the private and public market will be sufficient
to fund the Company's working capital requirements during the remainder of
calendar year 2000 and 2001.
The Company is continually exploring opportunities to purchase parcels of
land for its home-building operations and is, at any given time, in various
stages of proposing, making offers for, and negotiating the acquisition of
various parcels, whether outright or through options. The Company continues
to increase its land development and construction activities in response to
current and anticipated demand. It also expects to pursue additional land
acquisition and development opportunities in the future. Potential
opportunities in multifamily housing and manufactured homes areas are being
examined. The Company is in negotiations to purchase another homebuilder in
the Orlando Florida area. The acquisition is expected to close in the
fourth quarter of 2000. The purchase price is expected to include cash, the
assumption of debt, and issuance of common stock.
Results of Operations
Three Months Ended September 30, 2000 compared to September 30,1999
The Company's revenues from home sales for the quarter ended September 30,
2000 increased $349,557 compared to the same period in 1999. The number of
homes delivered was the same at thirty, but the average selling price of
homes delivered increased 10% (to $122,000 from $111,000). The increase of
revenues is primarily attributable to an increased level of backlog at the
beginning of the current quarter compared with the prior year period.
Management believes that changes in the average selling price of homes
delivered from period to period are attributable to discrete factors at each
of its subdivisions, including product mix and premium lot availability, and
cannot be predicted for future periods with any degree of certainty.
Cost of home sales increased $193,461 compared to the quarter ended
September 30, 1999, primarily due to the related increase in home sale
revenues. Cost of home sales as a percentage of home sales revenue
decreased to 79% from 82% as a result of the product mix of homes delivered.
The Company's selling and administrative expenses increased approximately
$623,000 during the three months ended September 30, 2000, as compared to
the corresponding quarter of 1999. The significant components of the
increase were common stock bonuses issued to employees and consultants,
increased sales commissions, and additional officer compensation.
As a result of the increase in selling and administrative expenses and the
need to provide for income taxes during 2000, net income declined by
$283,110 in the three months ended September 30, 2000 from the comparable
period in 1999, with the Company reporting a net loss of $180,215.
Nine Months Ended September 30, 2000 Compared to September 30, 1999
The Company's revenues from home sales for the nine months ended September
30,2000, increased $1,611,615 when compared to the same period in 1999. The
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number of homes delivered increased to 90 from 84 while the average selling
price of homes delivered increased 10% (to $115,000 from $104,000). The
increase of revenues and homes delivered during 2000 is primarily
attributable to an increased level of backlog at the beginning of the
current year compared with the prior year period. Changes in the average
selling price of homes delivered from period to period are attributable to
discrete factors such as product mix and the availability of premium lots at
each of its subdivision and cannot be predicted with any degree of certainty
for future periods.
Cost of home sales for 2000 increased by $1,256,061 when compared to the
nine months ended September 30, 1999, primarily due to the related increase
in home sale revenues. Cost of home sales as a percentage of home sales
revenue decreased to 80% from 82% as a result of the product mix of homes
delivered.
The Company's selling and administrative expenses increased approximately
$675,000 during the nine months ended September 30, 2000, as compared to the
corresponding period in 1999. The significant components of the increase
were the issuance of common stock to employees and consultants, increased
sales commissions and additional officer compensation. Selling, general,
and administrative expenses as a percentage of total revenues for the nine
months ended September 30, 2000 increased to 15% compared to 10% for 1999
primarily due to the increases in compensation mentioned above as compared
to the prior year.
As a result of the increase in selling, general and administrative expenses
and the need to provide for income taxes during 2000, net income decreased
by $103,800 in the nine months ended September 30, 2000 from the comparable
period in 1999.
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
Where this Form 10-Q includes "forward-looking" statements within the
meaning of Section 27A of the Securities Act, the Company desires to take
advantage of the "safe harbor" provisions thereof. Therefore, the Company
is including this statement for the express purpose of availing itself of
the protections of such safe harbor provisions with respect to all of such
forward-looking statements. The forward-looking statements in this Form 10-
Q reflect the Company's current views with respect to future events and
financial performance. These forward-looking statements are subject to
certain risks and uncertainties that could cause actual results to differ
from those anticipated. In this Form 10-Q, the words "anticipates,"
"believes, "expects," "intends," "future" and similar expressions identify
forward-looking statements. The Company undertakes no obligation to
publicly revise these forward-looking statements to reflect events or
circumstances that may arise after the date hereof. All subsequent written
and oral forward-looking statements attributable to the Company or persons
acting on its behalf are expressly qualified in their entirety by this
section.
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PART II: OTHER INFORMATION
Item 6: Exhibits and Reports on Form 8-K
a. Exhibits
Exhibit 27. Financial Data Schedule
b. Reports on Form 8-K
None
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 hereunto duly authorized.
GOLDEN TRIANGLE INDUSTRIES, INC.
November 20, 2000 /s/Larry White
Larry White, President and
Chairman of the Board
November 20, 2000 /s/ Robert B. Early
Robert B. Early, Chief Financial Officer
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