SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997, or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________ to __________________
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Commission file number 0-15932
BF ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 94-3038456
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
100 Bush Street
Suite 1250
San Francisco, California 94104
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (415) 989-6580
------------------------------------
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 November 6, 1997:
3,670,193 shares of $.10 par value Common Stock
<PAGE>
BF ENTERPRISES, INC. AND SUBSIDIARIES
I N D E X
Page
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PART I FINANCIAL INFORMATION
Item 1. Financial Statements
- Consolidated statements of financial position..............3
- Consolidated statements of income .........................4
- Consolidated statements of stockholders' equity ...........5
- Consolidated statements of cash flows .....................6
- Notes to financial statements .............................7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations ...................................10
PART II OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K ............................12
2
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
BF ENTERPRISES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (UNAUDITED)
(in thousands, except per share amounts)
<TABLE>
<CAPTION>
September 30, December 31,
1997 1996
---- ----
<S> <C> <C>
ASSETS:
Cash and cash equivalents $ 5,694 $ 5,098
Marketable securities 184 40
Receivables 89 119
Mortgage loans -- 100
Real estate rental property, net of depreciation 2,331 2,369
Real estate inventory held for current sale
and land held for future development 12,127 11,311
Lease contract receivable 560 363
Other assets 514 501
-------- --------
TOTAL ASSETS $ 21,499 $ 19,901
-------- --------
-------- --------
LIABILITIES AND STOCKHOLDERS' EQUITY:
Payables and accrued liabilities $ 1,652 $ 2,141
Subordinated debentures, unmatured 801 805
------- -------
Total liabilities 2,453 2,946
------- -------
Stockholders' equity:
Common stock, $.10 par value
Authorized - 10,000,000 shares
Issued and outstanding -
3,692,293 and 3,733,893 shares 369 373
Capital surplus 16,798 17,078
Retained earnings (deficit) 1,812 (532)
Net unrealized gains from marketable
equity securities 67 36
-------- --------
Total stockholders' equity 19,046 16,955
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 21,499 $ 19,901
-------- --------
-------- --------
</TABLE>
The accompanying notes to financial statements
are an integral part of these statements.
3
<PAGE>
BF ENTERPRISES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(in thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
------------------ ------------------
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues:
Real estate sales $ 749 $ 581 $ 2,619 $ 1,838
Real estate rental income 461 457 1,381 1,365
Interest and dividends 78 69 215 205
Other 2 2 10 12
----- ----- ----- -----
1,290 1,109 4,225 3,420
----- ----- ----- -----
Costs and Expenses:
Cost of real estate sold 86 239 538 639
Depreciation and amortization 23 24 72 74
Interest on subordinated debentures 14 14 42 44
General and administrative 384 371 1,229 1,082
----- ----- ----- -----
507 648 1,881 1,839
----- ----- ----- -----
Gross profit 783 461 2,344 1,581
Gains from securities -- 94 -- 94
----- ------ ----- -----
Income before income taxes 783 555 2,344 1,675
Provision for income taxes -- -- -- --
----- ------ ------ ------
Net income $ 783 $ 555 $2,344 $1,675
----- ------ ------ ------
----- ------ ------ ------
Net income per share $ .19 $ .14 $ .57 $ .42
----- ------ ------ ------
----- ------ ------ ------
</TABLE>
The accompanying notes to financial statements
are an integral part of these statements.
4
<PAGE>
BF ENTERPRISES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED)
(in thousands)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
----------------------
1997 1996
---- ----
<S> <C> <C>
Common stock:
Beginning of period $ 373 $ 375
Purchases of common stock - par value (4) --
------- -------
End of period $ 369 $ 375
------- -------
------- -------
Capital surplus:
Beginning of period $17,078 $17,208
Purchases of common stock - excess over par value (280) (45)
Purchase of stock option -- (11)
------- -------
End of period $16,798 $17,152
------- -------
------- -------
Retained earnings (deficit):
Beginning of period $ (532) $(2,669)
Net income 2,344 1,675
------- -------
End of period $ 1,812 $ (994)
------- -------
------- -------
Net unrealized gains (losses) from
marketable equity securities:
Beginning of period $ 36 $ (47)
Gain during period 31 86
------- -------
End of period $ 67 $ 39
------- -------
------- -------
</TABLE>
The accompanying notes to financial statements
are an integral part of these statements.
5
<PAGE>
BF ENTERPRISES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(in thousands)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
------------------
1997 1996
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net income $ 2,344 $ 1,675
Adjustments to reconcile net income to net
cash provided or used by operating activities:
Gains from sales of real estate (2,081) (1,199)
Gains from securities -- (94)
Net cash proceeds from sales of real estate 1,577 1,244
Real estate development costs (758) (758)
Reimbursement of real estate development costs 673 219
Mortgage loan payments 100 610
Changes in certain assets and liabilities:
Decrease in receivables 30 71
Increase in lease contract receivable (197) (151)
Increase (decrease) in payables and
accrued liabilities 24 (309)
Other, net (202) (194)
----- -----
Total adjustments to net income (834) (561)
----- -----
Net cash provided by operating activities 1,510 1,114
Cash flows from investing activities:
Proceeds from sales and maturities of marketable
securities -- 675
Purchases of marketable securities (113) --
----- -----
Net cash provided (used) by investing activities (113) 675
Cash flows from financing activities:
Reductions in subordinated debentures (517) (372)
Purchases of the Company's common stock (284) (45)
Other -- (11)
----- -----
Net cash used by financing activities (801) (428)
----- -----
Net increase in cash and cash equivalents 596 1,361
Cash and cash equivalents at beginning of period 5,098 4,668
----- -----
Cash and cash equivalents at end of period $ 5,694 $ 6,029
----- -----
----- -----
Supplemental disclosures of cash flow information:
Cash paid during the period for interest
(net of amount capitalized) $ 42 $ 44
----- -----
----- -----
</TABLE>
The accompanying notes to financial statements
are an integral part of these statements.
6
<PAGE>
BF ENTERPRISES, INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
Note A - Interim Financial Information
The accompanying consolidated financial statements of BF Enterprises, Inc.
(the "Company") and its subsidiaries have been prepared pursuant to the rules
and regulations of the Securities and Exchange Commission ("SEC") and, in
management's opinion, include all adjustments necessary for a fair presentation
for the interim period reported. Certain information and note disclosures
normally included in annual financial statements prepared in accordance with
generally accepted accounting principles have been condensed or omitted
pursuant to SEC rules or regulations. It is suggested that these financial
statements be read in conjunction with the financial statements and the notes
thereto included in the Company's Form 10-K for the year ended
December 31, 1996.
Note B - New Accounting Pronouncement
In March 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting No. 128, "Earnings Per Share" (SFAS 128). SFAS 128
requires the disclosure of basic earnings per share and modifies existing
guidance for computing fully diluted earnings per share. Under the new
standard, basic earnings per share is computed as earnings divided by
weighted average shares, excluding the dilutive effects of stock options and
other potentially dilutive securities. The effective date of SFAS 128 is
December 15, 1997, and early adoption is not permitted. The Company intends to
adopt SFAS 128 during the three months and year ended December 31, 1997. Had
the provisions of SFAS 128 been applied to the Company's results of operations
for the three months ended September 30, 1997 and 1996, the Company's basic
earnings per share would have been $.21 and $.15 per share, respectively, and
its diluted earnings per share would have been $.19 and $.14 per share,
respectively. For the nine months ended September 30, 1997 and 1996, the
Company's basic earnings per share would have been $.63 and $.45 per share,
respectively, and its diluted earnings per share would have been $.57 and
$.42 per share, respectively.
7
<PAGE>
BF ENTERPRISES, INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
Note C - Real Estate Rental Property
Real estate rental property is an office building and 16 acres of land in Tempe,
Arizona. In 1995, the Company entered into a 10-year lease with Bank One,
Arizona, NA, a subsidiary of Banc One Corporation. The lease provided for the
phased occupancy and rental of space by Bank One during 1995, with rental of the
entire premises commencing January 1, 1996. At December 31, 1996, contractual
rental revenues from the lease with Bank One are projected as follows:
1997 $1,628,000
1998 1,707,200
1999 1,826,000
2000 1,848,000
2001 1,936,000
2002 and after 6,239,200
On January 1, 1996, as required by generally accepted accounting principles,
the Company began amortizing on a straight-line basis (1) income from the new
lease with Bank One, resulting in annual real estate leasing income of
$1,815,000 for the period ending February 28, 2005, and (2) a related $423,000
lease commission, with annual amortization expense of $46,000 over the same
period.
Note D - Real Estate Inventory Held for Current Sale and Land
Held for Future Development
Real estate inventory held for current sale and land held for future
development consists primarily of approximately 522 acres in the Company's
master-planned, mixed use development known as Meadow Pointe near Tampa,
Florida. The parcels within this project are in various stages of development.
Parcels on which the Company has completed substantially all of its development
activities are considered to be held for current sale. Parcels on which
development is not yet complete are considered to be held for future
development. These assets were carried at a cost of $12,127,000 at
September 30, 1997 and $11,311,000 at December 31, 1996, which the Company
believes was less than their fair value.
8
<PAGE>
BF ENTERPRISES, INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
Note E - Income Taxes
In February 1996, the Company's predecessor, on behalf of the Company, filed a
complaint against the California Franchise Tax Board (the "FTB") for a refund of
assessed income taxes and accrued interest for the year ended December 31, 1981.
The suit arises out of the FTB's assessment for 1981 taxes, based on its
contention that a loss attributable to the 1981 acquisition by the Company's
predecessor of a warrant for the purchase of its common stock should have been
treated as a business deduction rather than a non-business deduction. The
Company appealed the FTB's assessment to the California State Board of
Equalization, which denied the appeal in July 1994. In March 1995, the Company
made payment to the FTB of the assessment and accrued interest and filed a
request for refund in the full amount of that payment. The Company's request
for refund was denied and the action described above was filed. On May 30,
1997, the Court granted the FTB's motion for summary judgment and dismissed the
Company's action. The Company has filed an appeal of the judgment with a
California Court of Appeal. The amount the Company paid to the FTB, after
reimbursement by the Company's predecessor of the related federal and state
income tax benefits, was approximately $400,000.
At September 30, 1997, the Company had available for federal income tax purposes
unused operating loss carry forwards of approximately $10,300,000.
Note F - Stockholders' Equity
From time to time, the Company purchases shares of its common stock, primarily
in the open market. During the nine months ended September 30, 1997, the
Company purchased 41,600 shares of its common stock for an aggregate amount
of $284,000. During the nine months ended September 30, 1996, the Company
purchased 7,800 shares of its common stock for an aggregate amount of $45,000.
9
<PAGE>
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.
----------------------------------------------
Results of Operations
- ---------------------
Net income of $783,000 and $2,344,000, respectively, in the three months
and nine months ended September 30, 1997, included gains of $663,000 and
$2,081,000 from sales of property within the Company's Meadow Pointe project
near Tampa, Florida. In the three months and nine months ended September 30,
1996, net income was $555,000 and $1,675,000 and included gains of $342,000
and $1,199,000, respectively, from sales of Meadow Pointe property. The
Company sold 221 developed residential lots at Meadow Pointe during the nine
months ended September 30, 1997, which represented a 7% increase over the
same period of 1996.
Meadow Pointe sales results for the nine months ended September 30, 1997
included aggregate revenue and cost of $232,000 and $151,000, respectively,
for a two-acre church site, a one-acre day care center site and a model home.
There were no such revenues or costs in the comparable 1996 period.
The Company's reported gains from property sales at Meadow Pointe are based
in part upon estimates of the total revenues and costs to be derived by the
Company over the life of the project. As set forth in prior reports, it is
the Company's practice to review periodically these revenue and cost estimates
and make cumulative adjustments to reflect any revised estimates. Accordingly,
the sharp decline in cost of real estate sold in the three months and nine
months ended September 30, 1997, from those costs in the comparable 1996
periods, and the related reduction in cost of real estate sold as a percentage
of real estate sales, is primarily the result of cumulative adjustments the
Company made in 1997 to reflect changes in its revenue and cost estimates.
Property sales at Meadow Pointe are dependent upon, among other things, the
strength of the general economy in the Tampa area, residential mortgage
interest rates, competitive residential developments serving the same group
of home buyers and other factors related to the local Tampa real estate market.
Interest and dividends from investments accounted for $78,000 and $215,000
of revenues in the three months and nine months ended September 30, 1997,
respectively, and $69,000 and $205,000 in the comparable periods in 1996.
The increase in 1997 was due to higher interest rates and an increase in
the amount of funds available for investment.
General and administrative expenses in the nine months ended September 30,
1997 were $147,000 higher than in the comparable period in 1996, due principally
to higher employee compensation and benefits expenses and professional fees.
10
<PAGE>
Liquidity and Capital Resources
- -------------------------------
At September 30, 1997 the Company held $5,878,000 in cash, cash equivalents
and marketable securities as compared to $2,453,000 for all short-term and
long-term liabilities. From time to time the Company purchases shares of its
common stock primarily in the open market (see Note F of Notes to Financial
Statements).
The Company's business plan calls for substantial expenditures during the
next several years relating to the planned development of Meadow Pointe. The
Company anticipates that these expenditures will be financed through bank
borrowings, the issuance of capital improvement revenue bonds by a community
development district, cash generated from operations and cash and cash
equivalents on hand.
11
<PAGE>
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
---------------------------------
(a) Exhibits.
Exhibit
Number
------
11 Statement re computation of per share earnings.
(b) Reports on Form 8-K.
The registrant did not file any reports on Form 8-K during
the period covered by this report.
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, there unto duly authorized.
BF ENTERPRISES, INC.
(Registrant)
Date: November 13, 1997 /s/ John M. Price
-------------------------------
John M. Price
Senior Vice President,
Secretary, Treasurer and
General Counsel
(Duly Authorized Officer)
Date: November 13, 1997 /s/ S. Douglas Post
--------------------------------
S. Douglas Post
Vice President and Controller
(Principal Accounting Officer)
12
EXHIBIT 11 TO FORM 10-Q
BF ENTERPRISES, INC. AND SUBSIDIARIES
COMPUTATION OF PER SHARE EARNINGS (UNAUDITED)
(in thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
------------------- ------------------
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net Income $ 783 $ 555 $ 2,344 $1,675
----- ----- ----- -----
----- ----- ----- -----
Weighted average number of
shares outstanding:
Common stock 3,697 3,747 3,704 3,749
Common stock equivalents -
stock options 402 329 372 287
----- ----- ----- -----
4,099 4,076 4,076 4,036
----- ----- ----- -----
----- ----- ----- -----
Net income per share -
based on weighted average number
of shares of common stock
and common stock equivalents $ .19 $ .14 $ .57 $ .42
----- ----- ----- -----
----- ----- ----- -----
<FN>
(A) A computation of fully diluted per share amounts has been omitted since
there was no significant dilution during the periods reported.
</FN>
13
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 5,694
<SECURITIES> 184
<RECEIVABLES> 89
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 21,499
<CURRENT-LIABILITIES> 0
<BONDS> 801
0
0
<COMMON> 369
<OTHER-SE> 18,677
<TOTAL-LIABILITY-AND-EQUITY> 21,499
<SALES> 2,619
<TOTAL-REVENUES> 4,225
<CGS> 538
<TOTAL-COSTS> 538
<OTHER-EXPENSES> 1,301
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 42
<INCOME-PRETAX> 2,344
<INCOME-TAX> 0
<INCOME-CONTINUING> 2,344
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,344
<EPS-PRIMARY> .57
<EPS-DILUTED> .57
</TABLE>
