U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
Quarterly Report under Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Quarter Ended March 31, 1999
Commission File No. 0-7765
CROWELL & CO., INC.
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(Exact Name of small business issuer as specified in its charter)
GEORGIA 58-1021933
- ------------------------------- ---------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
610 Industrial Park Boulevard, Evans, Georgia 30809
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(Address of principal executive offices)
Issuer's telephone number, including area code (706) 855-1099
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]
The number of shares outstanding of issuer's common equity as of May 14, 1999,
is 2,520,835.
<PAGE>
CROWELL & CO., INC.
INDEX
PAGE NO.
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PART I - FINANCIAL INFORMATION
ITEM 1 - Financial Statements ................................. 4
ITEM 2 - Management's Discussion and Analysis ................. 8
2
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The following condensed consolidated financial statements of Crowell & Co.,
Inc., and Subsidiaries are included in Item I:
Condensed Consolidated Balance Sheet
March 31, 1999
Condensed Consolidated Statements of Operations and Accumulated
Deficit - Three months ended March 31, 1999 and 1998
Condensed Consolidated Statements of Cash Flows Three months ended
March 31, 1999 and 1998
Notes to Condensed Consolidated Financial Statements
3
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CROWELL & CO., INC., AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
MARCH 31, 1999
ASSETS
PROPERTIES HELD FOR RESALE & DEVELOPMENT
Homes under construction and for sale $ 3,157,064
Developed residential 549,328
Land held for future development 19,000
-----------
3,725,392
-----------
CASH 292,922
-----------
RECEIVABLES 48,975
-----------
PROPERTY AND EQUIPMENT, NET OF DEPRECIATION 72,556
-----------
OTHER ASSETS 85,731
-----------
ASSETS OF BUSINESS TRANSFERRED UNDER CONTRACTUAL ARRANGEMENT 606,000
-----------
$ 4,831,576
===========
LIABILITIES AND STOCKHOLDERS' EQUITY
NOTES PAYABLE TO BANKS $ 2,931,648
-----------
ACCOUNTS PAYABLE AND ACCRUED EXPENSES 304,237
-----------
LIABILITIES OF ASSETS OF BUSINESS TRANSFERRED UNDER
CONTRACTUAL ARRANGEMENT 636,000
-----------
STOCKHOLDERS' EQUITY
Preferred stock 1,011,899
Common stock 696,774
Paid-in capital 33,648
Accumulated deficit (782,630)
-----------
959,691
-----------
$ 4,831,576
===========
See notes to condensed consolidated financial statements.
4
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CROWELL & CO., INC., AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT
THREE MONTHS ENDED MARCH 31,
----------------------------
1999 1998
----------- -----------
REVENUES
Home sales $ 1,678,954 $ 688,200
All other revenues 147,497 175,364
----------- -----------
1,826,451 863,564
----------- -----------
COST OF REVENUES
Homes 1,446,725 636,679
All other costs 78,244 80,676
----------- -----------
1,524,968 717,355
----------- -----------
OPERATING EXPENSES 185,716 172,313
----------- -----------
OPERATING INCOME (LOSS) 115,767 (26,104)
----------- -----------
OTHER INCOME 14,756 8,411
----------- -----------
NET FINANCIAL EXPENSE 28,590 36,068
----------- -----------
NET INCOME (LOSS) 101,933 (53,761)
----------- -----------
ACCUMULATED DEFICIT
Beginning of period (884,563) (1,027,632)
Miscellaneous adjustment (137)
End of period (782,630) (1,081,530)
----------- -----------
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 2,520,835 2,520,835
NET INCOME (LOSS) PER COMMON SHARE
Primary income (loss) per share $ .03 ($ 0.03)
Fully diluted income (loss) per share $ .04 ($ 0.03)
See notes to condensed consolidated financial statements.
5
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CROWELL & CO., INC., AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
---------------------------
1999 1998
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES
<S> <C> <C>
Net income (loss) $ 101,933 ($ 53,761)
Adjustments to reconcile net loss to net cash
used in operating activities
Depreciation and amortization 6,900 6,900
Net increase in inventory, receivables,
prepaids, payables and accruals (602,019) (239,379)
----------- -----------
Net cash used in operating activities (493,186) (286,240)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment (210) (12,109)
Receipts on notes 10,375 9,515
----------- -----------
Net cash provided by (used in) investing activities 10,165 (2,594)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from borrowings 1,867,380 766,498
Payments of borrowings (1,335,491) (604,029)
----------- -----------
Net cash provided by financing activities 531,889 162,469
----------- -----------
NET INCREASE (DECREASE) IN CASH 48,868 (126,365)
CASH AT BEGINNING OF PERIOD 244,054 192,664
CASH AT END OF PERIOD $ 292,922 $ 66,299
=========== ===========
SUPPLEMENTAL DISCLOSURES
Interest paid, net of amount capitalized $ 28,814 $ 36,011
</TABLE>
See notes to condensed consolidated financial statements.
6
<PAGE>
CROWELL & CO., INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1999
NOTE 1 - BASIS OF PRESENTATION
The accompanying financial statements are presented in accordance with the
requirements of Form 10-QSB and consequently do not include all of the
disclosures normally required by generally accepted accounting principles or
those normally made in the Company's annual Form 10-KSB filing. Accordingly, the
reader of this Form 10-QSB may wish to refer to the Company's Form 10-KSB for
the year ended December 31, 1998, for further information.
The financial information has been prepared in accordance with the Company's
customary accounting practices and has not been audited. In the opinion of
management, the information presented reflects all adjustments necessary for a
fair statement of interim results. All such adjustments are of a normal and
recurring nature.
NOTE 2 - INCOME (LOSS) PER SHARE
The income (loss) per common share has been computed using the weighted average
of the number of shares outstanding during the three months ended March 31, 1999
and 1998. Because inclusion of convertible preferred stock would have an
anti-dilutive effect on the loss per common share for the quarter ended March
31, 1998, the convertible preferred stock is excluded from the computation of
the loss per common share assuming full dilution for the quarter ended March 31,
1998.
7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS FOR THE QUARTERS ENDED MARCH 31, 1999 AND 1998
The primary sources of revenue of Crowell & Co., Inc., and Subsidiaries (the
"Company") are the development of residential properties for resale, home
building and providing real estate brokerage services.
Total revenues for the quarter ended March 1999 are $962,887 more than revenues
for the quarter ended March 1998. This can be attributed to home sales which
were $990,754 greater in the March 1999 quarter.
Currently sales backlog on Company constructed homes is $3,620,182. Construction
on these homes is 44.1% complete. Backlog represents signed contracts for the
purchase of homes where the property has not been closed. Therefore, the Company
still holds legal title and has not recognized any income.
The gross profit margin on home sales increased in the 1999 quarter as compared
to 1998 from 7.5% to 13.8%.
Operating expenses increased by $13,403 for the quarter ended March 31, 1999, as
compared to the same quarter last year. Operating expenses include salaries,
office expenses, occupancy, depreciation, advertising and promotion, taxes and
licenses, legal and accounting, communications, and other expenses. These
expenses are fixed in nature and normally do not fluctuate with different
revenue levels.
The Company had net income for the 1999 quarter of $101,933 compared to a net
loss of $119,627 for the 1998 quarter.
LIQUIDITY AND CAPITAL RESOURCES
The Company has obtained financing historically by borrowing from conventional
lending sources using land acquired for development as security for loans.
Current and future liquidity needs are expected to be met by use of the proceeds
from home, lot, and land sales and the proceeds from loans, using lands
purchased for development as collateral. Existing development loans and
commitments available to the Company have been made by various financial
institutions and are secured by raw land and the improved lots held for resale.
Payments of interest are due monthly or quarterly and a portion of the principal
is repaid as each lot is sold.
Residential home construction costs are expected to be met through the use of
existing commitments aggregating approximately $1,324,000 as of March 31, 1999,
and through the use of additional commitments also using the improved lots as
collateral.
8
<PAGE>
Lot acquisition costs and home construction costs are financed by construction
loans from a number of conventional lending sources, generally lending 90-95% of
the costs of the home, secured by the lot and improvements. These loans are
repaid upon the sale of the home. These loans are negotiated and closed on a
project-by-project and lot-by-lot basis.
The Company also has several other loans with various lenders, which are secured
by various Company assets.
Financing arrangements for long-term needs have not been made. Such arrangements
in the land development business are generally made on a project-by-project
basis. Debt service on all existing loans (loan balances totaled $2,931,648 as
of March 31, 1999) and funds for operations are expected to be met from the
proceeds of home, lot and land sales, and brokerage commissions. Notes maturing
in the next twelve months total approximately $2,910,000. At March 31, 1999,
available cash and proceeds from home, lot, and land sales were expected to be
sufficient to meet the Company's requirements for the following quarter. The
Company historically has renewed these notes as is common in the development
business. The notes will eventually be repaid from proceeds of land, lot, and
home sales.
The Company expects to, as it has done in the past, sell land it presently owns
to meet liquidity needs. Coupled with revenues from normal sources, such sales
would be expected to generate sufficient cash to meet liquidity requirements.
The Company has net operating loss carryforwards available of approximately
$1,770,000 to offset against future federal and state taxable income. The
current value of these carryforwards computed at maximum federal and state
income tax rates is approximately $690,000. This amount is not reflected in the
financial statements.
9
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
CROWELL & CO., INC.
May 14,1999 By: /s/ Mark L. Gilliam
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Mark L. Gilliam
Vice President on Behalf of
the registrant and as Chief
Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 292,922
<SECURITIES> 0
<RECEIVABLES> 48,975
<ALLOWANCES> 0
<INVENTORY> 3,725,392
<CURRENT-ASSETS> 0
<PP&E> 72,556
<DEPRECIATION> 0
<TOTAL-ASSETS> 4,831,576
<CURRENT-LIABILITIES> 0
<BONDS> 2,931,648
1,011,899
0
<COMMON> 696,774
<OTHER-SE> (748,982)
<TOTAL-LIABILITY-AND-EQUITY> 4,831,576
<SALES> 1,678,954
<TOTAL-REVENUES> 1,826,451
<CGS> 1,446,725
<TOTAL-COSTS> 1,524,968
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 28,590
<INCOME-PRETAX> 101,933
<INCOME-TAX> 0
<INCOME-CONTINUING> 101,933
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 101,933
<EPS-PRIMARY> 0.03
<EPS-DILUTED> 0.04
</TABLE>
