SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K/A
AMENDMENT # 2
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended July 31, 1996
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: 0-20530
HILCOAST DEVELOPMENT CORP.
(Exact name of registrant as specified in its charter)
Delaware 65-0346040
(State of (I.R.S. Employer
Incorporation) Identification No.)
19146 Lyons Road, Boca Raton, Florida 33434
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 407-487-9630
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
None None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
(Title of class)
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 by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of Registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K. [X]
AGGREGATE MARKET VALUE OF THE VOTING STOCK
HELD BY NONAFFILIATES OF THE REGISTRANT
Common Stock, par value $.01 per share ("Common Stock"), was the
only class of voting stock of the Registrant outstanding on July
31, 1996. Based on the last sale price of the Common Stock on the
NASDAQ Small-Cap Market on August 28, 1996 ($5.31), the aggregate
market value of the 768,450 shares of the Common Stock held by
persons other than officers, directors and persons known to the
Registrant to be the beneficial owner (as that term is defined
under the rules of the Securities and Exchange Commission) of more
than five percent of the Common Stock on that date was
approximately $4.1 million. By the foregoing statements, the
Registrant does not intend to imply that any of these officers,
directors or beneficial owners are affiliates of the Registrant or
that the aggregate market value, as computed pursuant to rules of
the Securities and Exchange Commission, is in any way indicative of
the amount which could be obtained for such shares of Common Stock.
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the Registrant has filed all
documents and reports required to be filed by Section 12, 13, or
14(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court.
Yes ____ No ____
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
Indicate the number of shares outstanding of each of the
Registrant's classes of common stock, as of the latest practicable
date:
2,362,320 shares of Common Stock, par value $.01
per share, were outstanding as of August 31, 1996.
DOCUMENTS INCORPORATED BY REFERENCE
Definitive Proxy Statement of Hilcoast Development Corp.
for the 1996 Annual Meeting of Stockholders
(incorporated in Part III)
PART I
ITEM 1. BUSINESS
GENERAL
Hilcoast Development Corp. (the "Company" or "Registrant") was
incorporated in Delaware on July 6, 1992 for the purpose of
acquiring certain real property located at the Century Village
adult condominium project in Pembroke Pines, Florida ("Century
Village"), including the recreation facilities located at that
project ("Recreation Facilities"), and certain other assets. The
acquisition was completed on July 31, 1992 (see Business - Certain
Transactions and Relationships - Acquisitions) whereupon the
Company commenced its business activities. For information with
respect to the Company's results of operations and financial
condition for fiscal years ended July 31, 1996, 1995 and 1994, see
Selected Financial Data and the Company's Consolidated Financial
Statements.
The Company is primarily engaged in the design, development,
construction, marketing and sale of condominium apartments at
Century Village and the operation of the Recreation Facilities.
In addition, the Company is engaged in the development of single-
family homesites in a golf course community in Volusia County,
Florida, known as Glen Abbey ("Glen Abbey"), and the sale of those
homesites to local builders and retail customers. The Company also
derives revenues from a variety of real estate related activities,
including certain maintenance and community services at Century
Village, real estate brokerage, title insurance agency services,
and investment advisory and consulting services.
The Company is involved in all phases of planning and building
Century Village, including site planning and preparation,
application for and receipt of regulatory approval, design,
construction, marketing and sales, in addition to constructing
recreation facilities and other amenities. The Company is also
involved in all phases of the development of Glen Abbey, including
site planning and preparation, application for and receipt of
regulatory approvals, and sales and marketing to builders and other
potential purchasers.
The Company currently maintains its executive offices at 19146
Lyons Road, Boca Raton, Florida 33434 and its telephone number is
(407) 487-9630.
RECENT DEVELOPMENT - PROPOSED MERGER
On August 12, 1996, the Company's Board of Directors received an
unsolicited proposal from H. Irwin Levy, the Company's Chairman of
the Board and Chief Executive Officer, contemplating a merger of
the Company and a newly formed acquisition company to be organized
by Mr. Levy, pursuant to which each of the Company's outstanding
shares of Common Stock would be converted into $6.00 cash. A
special independent committee of the Board has been appointed to
consider the proposal and in connection therewith, has engaged
financial and legal advisors.
The proposed merger is subject to approval of the Company's Board
of Directors and shareholders and a number of other material
conditions, including negotiation of a definitive agreement and
compliance with all applicable regulatory and governmental
requirements. Accordingly, there can be no assurance that the
proposed merger will be consummated.
OPERATING POLICIES
The Company attempts to reduce certain of the risks inherent in
real estate development and to maximize its financial resources by:
(i) utilizing subcontractors in many of the construction and site
improvement activities; (ii) obtaining favorable contract prices
from subcontractors based on the volume of the Company's
construction activity; and (iii) creating additional sources of
revenues through development related activities including long-term
recreation leases, real estate brokerage and title insurance agency
services.
FLORIDA MARKET
Century Village is located in the southwestern portion of Broward
County, which the Company believes is one of the fastest growing
areas in Florida. The Company believes that certain fundamental
aspects of the southeast Florida area, including an attractive
climate and quality of life, have contributed and will continue to
stimulate population and economic growth.
RESIDENTIAL DEVELOPMENT
CENTURY VILLAGE
Century Village is a planned 7,780 unit active adult condominium
community located on approximately 680 acres of land in Pembroke
Pines, Florida. The Company is constructing four story
condominium buildings containing one and two-bedroom apartments
currently ranging in price from $58,000 to $129,000. Century
Village is located west of Hollywood, approximately one-half mile
from Interstate 75, midway between Miami and Fort Lauderdale. The
community features more than 200 acres devoted exclusively to
recreation, social and entertainment facilities, including a
135,000 square foot clubhouse which contains a 1,042 seat
auditorium/theatre, a 962 person capacity party room, card rooms,
pool and billiards rooms, exercise and sauna facilities, indoor and
outdoor swimming pools and other hobby and athletic areas. A
recently completed 12,000 square foot health club facility, known
as Club Health, contains a wave-walking exercise pool and the
latest fitness equipment. The community also features an 18 hole,
semi private, par 71 golf course, tennis facilities and additional
pools and poolhouse facilities dispersed throughout the community.
The Company provides recreation activities and amenities, security
services, transportation within the community and to surrounding
businesses and shopping areas, as well as maintenance, community
management and other services under separate agreements providing
for monthly per unit charges. In addition, each apartment contains
a built-in, medical-security alert communications system which
provides residents with continuous access to security and emergency
medical services.
As of July 31, 1996, 6,911 condominium apartments, or 89% of the
total planned community, had been delivered (closed under sales
contracts) to purchasers since September 1984, including 409 and
479 delivered by the Company in fiscal 1996 and 1995, respectively.
At July 31, 1996 and 1995, there were 227 and 219 condominium
apartments, respectively, in the Company's backlog of units sold
but not yet delivered. See Management's Discussion and Analysis of
Financial Condition and Results of Operations for a more detailed
discussion of the Company's backlog and condominium inventories.
GLEN ABBEY
Glen Abbey and an adjacent parcel consists of approximately 135
acres of unimproved land in Volusia County, Florida, planned for
approximately 250 improved single family homesites which the
Company is developing in stages. Through July 31, 1996, the
Company had completed development of the first two phases,
consisting of 59 lots, of which 57 had been delivered to
purchasers, including 10 and 22 delivered during fiscal 1996 and
1995, respectively. The Company is currently developing the third
phase, which is planned for 33 lots. At July 31, 1996, there were
four lots in backlog or under reservation. See Business - Certain
Transactions and Relationships - CV Reit.
RECREATION FACILITIES
The Company owns all of the Recreation Facilities at Century
Village (See Business - Residential Development - Century Village).
Each purchaser of a condominium apartment has the option to enter
into a 50 year lease for such facilities, which provides for
monthly payments, currently ranging from $63 to $82, and for
specified increases after three years based on increases in
operating costs and fixed contractual increases after five years.
As of July 31, 1996, virtually all of the purchasers of the 6,911
condominium apartments delivered had exercised that option.
CONSTRUCTION
The Company acts as the general contractor for the construction of
the condominium apartments it sells. Company employees monitor
construction, participate in all material design and building
decisions and coordinate construction with local and state
regulatory authorities. Subcontractors are retained for specified
projects pursuant to contracts which obligate the subcontractor to
complete construction for a fixed price. The Company does not have
any long-term contractual commitments with any of its
subcontractors.
The Company manufactures and erects pre-cast and pre-stressed
concrete walls, floors and other building components for the
condominium buildings at Century Village. Management believes that
this strategy allows the Company's construction operations to
achieve efficiencies in time, cost and inventory management.
The Company does not maintain significant inventories of
construction materials except for work-in-process materials for
property under construction and a limited amount of other
construction materials. Generally, the construction materials used
in the Company's operations are readily available from numerous
sources. The Company cannot predict, however, if shortages of
necessary materials or labor will occur in the future.
The Company finances its construction operations with cash flow
from operations, principally sales of condominium apartments, and
with borrowings principally under lines of credit with CV Reit.
See Management's Discussion and Analysis of Financial Condition and
Results of Operations - Liquidity and Capital Resources and Note 4
to Consolidated Financial Statements.
MARKETING AND SALES
The Company conducts a comprehensive multimedia marketing program,
including regional radio, television and print advertising, highway
signs, illustrated brochures, out-of-town seminars followed by
Company-sponsored on-site tours, on-and off-site displays, direct
mail advertising and special promotional events. Purchasers of
Century Village condominium apartments are generally retirees
primarily from the southeast Florida area as well as the major
northeast metropolitan areas, such as the New York City and New
Jersey area. During fiscal 1996, new sales at Century Village were
identical to fiscal 1995, with 417 new sales contracts during each
year.
The Company believes that one of the principal factors in the
success of Century Village has been its ability to establish and
market the lifestyle available within its communities as a "way of
life". The Company engages Red Buttons at Century Village to
provide name recognition and an identity symbolic of its central
theme, and to emphasize the range and quality of the Recreation
Facilities and the diversity of available activities.
Condominium apartments at Century Village are sold on a commission
basis by the Company's sales personnel. The Company maintains on-
site sales offices and furnished model apartments at Century
Village. Condominium apartments are sold pursuant to contracts
which require the purchaser to make a cash down payment that may be
forfeited if the purchase is not completed unless in accordance
with Florida law, the purchaser elects to rescind the contract for
any reason within 15 days following the execution of the sales
contract. The sales contracts also contain mortgage contingencies
which allow the purchaser to cancel the contract without penalty if
the purchaser is unable to obtain financing. The State of Florida
requires purchasers' deposits to be held in segregated escrow
accounts unless such deposits are guaranteed by bank letters of
credit (see Note 4 to Consolidated Financial Statements).
The Company assists purchasers in obtaining mortgage financing from
financial institutions; however, the Company does not offer seller
financing. Historically and during fiscal 1996, a majority of
purchasers acquired Century Village apartments for cash.
Company personnel handle sales of homesites at Glen Abbey primarily
to builders and retail customers.
OTHER ACTIVITIES
The Company operates four offices which provide real estate
brokerage services, consisting of resales and rentals at the four
Century Villages in southeast Florida. The Company also operates
a title insurance agency which provides title insurance services
principally to purchasers at Century Village. The Company acts as
the investment advisor to CV Reit on a fee basis (see Business -
Certain Transactions and Relationships - Consulting and Advisory
Agreement with CV Reit).
GOVERNMENT REGULATION
Real estate development, particularly condominium development, is
subject to increasing environmental, building, zoning, real estate
sales and securities regulation by various federal, state and local
authorities. New projects require the approval of numerous
governmental authorities regulating such matters as permitted land
uses and levels of density, the installation of utility services
such as water and wastewater disposal, and the dedication of
acreage for open space, parks, schools and other community
purposes. Several authorities in Florida have imposed impact fees
as a means of defraying the cost of providing certain governmental
services to developing areas, and the amount of these fees has
increased significantly during recent years. In addition, certain
governmental agencies have attempted to impose restrictive zoning
and density requirements in order to limit the number of persons
who live and work within their boundaries. Finally, the State of
Florida has at times declared moratoriums on issuance of building
permits and imposed other restrictions in areas where sewage
treatment facilities and other public facilities do not reach
minimum standards. The Company has no reason to believe that any
of the foregoing will occur at Century Village or would have a
material adverse effect on operations at that project.
In connection with the development of Century Village and Glen
Abbey, the Company is required to obtain the approval of various
governmental authorities, many of which it has already obtained.
Drainage, water and sewer permits must be obtained prior to
commencement of certain land development activity. Building
permits and certificates of occupancy must be obtained in
connection with the construction and delivery of condominium
apartments at Century Village. The Company believes that to the
extent that appropriate governmental approvals have not previously
been obtained for the completion of Century Village and Glen Abbey,
it will be able to obtain such approvals in the future. If such
approvals cannot be obtained, the Company's business may be
adversely affected. In addition, during 1995, certain governmental
authorities imposed significant additional construction
requirements regarding hurricane protection and other items. These
requirements will increase the Company's construction costs in
fiscal 1997 and 1998.
In recent years, regulation by federal and state authorities
relating to the sale and advertising of condominium interests and
residential real estate has become more restrictive. In order to
advertise and sell condominiums and residential real estate in many
jurisdictions, the Company is required to prepare registration
statements or other disclosure documents and, in some cases, to
file such materials with designated regulatory agencies.
The Company is required to comply with the Americans with
Disabilities Act, which requires residential buildings to have
certain additional facilities available for handicapped persons.
The Company anticipates that compliance with the Act will not have
a material adverse effect on its construction costs in the future.
COMPETITION AND OTHER FACTORS
The development and sale of residential properties is highly
competitive. The Company competes on the basis of a number of
interrelated factors, including location, reputation, amenities,
design, quality and price, with numerous larger and smaller
builders, including some builders with nationwide operations and
greater experience and financial resources. The Company also
competes for residential sales with individual resales of existing
homes and homesites, including condominium apartments in the three
previously completed Century Village communities in southeast
Florida as well as those in Century Village at Pembroke Pines. The
Company may also compete with sales by financial institutions of
properties obtained in foreclosure proceedings.
The Company believes that its principal competition for its Century
Village project is other condominium developments in the low to
medium price range with substantial recreation facilities in Dade,
Broward and Palm Beach counties. The Company believes that the
establishment of a "way of life" community concept has been a
significant factor in making Century Village competitive in the
market place.
Historically, the housing industry has been cyclical and is
affected by prevailing economic conditions, in general, and by
interest rates, in particular. A variety of other factors affect
the housing industry and demand for new homes, including the
availability of labor and materials and increases in the costs
thereof, changes in costs associated with home ownership such as
increases in property taxes and energy costs, changes in consumer
preferences, demographic trends and the availability of and changes
in federally-sponsored mortgage financing programs.
WARRANTIES, BONDS AND OTHER OBLIGATIONS
In the ordinary course of its business, the Company may incur or
undertake certain contingent or future liabilities, including
obligations: (a) under performance and maintenance bonds (or
letters of credit, in lieu thereof), (b) to complete recreation
or other community facilities, (c) to subsidize condominium
associations, and (d) under homeowner warranties. The amount of
such obligations outstanding at any time varies in accordance with
the Company's pending construction activities. At July 31, 1996,
there was approximately $289,000 outstanding in letters of credit
issued by CV Reit to municipalities principally in connection with
performance and maintenance bond obligations at Century Village.
The Company is required by law to grant limited warranties covering
workmanship and materials with respect to condominium apartments.
The Company employs subcontractors who perform a significant
portion of the actual construction process and who, in turn,
provide warranties of workmanship to the Company.
CERTAIN TRANSACTIONS AND RELATIONSHIPS
CAPITALIZATION AND SPIN-OFF
The Company was capitalized in July 1992 by issuing: (a) 5,000
shares of 10% Cumulative Preferred Stock to CV Reit for $5 million;
and (b) 1.8 million shares of non-voting Class A Common Stock
representing 75% of its outstanding common stock to CV Reit for
$1.8 million in cash and 600,000 shares of voting Common Stock
representing 25% of its outstanding common stock to H. Irwin Levy
for $738,000 in cash. Mr. Levy is Chairman of the Board and Chief
Executive Officer of the Company. In addition, he is a principal
stockholder and, until his resignation on July 31, 1992, was
Chairman of the Board of CV Reit.
On October 23, 1992, CV Reit distributed the shares of the Class
A Common Stock to its stockholders in the form of a taxable
dividend (the "Spin-off"), at which time the Class A Common Stock
was automatically converted into voting Common Stock. As a result
of the Spin-off, the Company became independent of CV Reit and its
Common Stock is currently listed for trading on the NASDAQ Small-
Cap Market. On March 31, 1995, the Company redeemed the Preferred
Stock in exchange for a $5 million note payable July 31, 1998.
ACQUISITIONS
On July 31, 1992, the Company acquired certain assets from
affiliates of Cenvill Development Corp. ("Development") for a
purchase price of approximately $63.3 million, subject to $56.2
million of mortgage indebtedness (including $48.2 million to CV
Reit - see Note 4 to Consolidated Financial Statements) and $4.3
million of accounts payable, customer deposits and other
liabilities, and issued a $2.8 million promissory note to
Development, guaranteed by CV Reit (which note was repaid in 1994).
The acquisition occurred pursuant to approval by the Bankruptcy
Court of the Southern District of Florida of a Proposal for the
Acquisition of Certain Assets, dated June 19, 1992, between
Development and CV Reit, in connection with Chapter 11 proceedings
filed by Development on that date. The assets acquired principally
consisted of real property located in Century Village, including
land for the then remaining approximately 2,200 condominium
apartments, construction in progress and the Recreation Facilities.
Effective August 18, 1992, the Company purchased unimproved land
in Glen Abbey, an existing golf course community in Volusia County,
Florida, from CV Reit for approximately $2.5 million. The Company
paid approximately $400,000 in cash, and $2.1 million in the form
of a mortgage note (see Note 4 to Consolidated Financial
Statements). The purchase price for the Glen Abbey land
represented CV Reit's book value on the date of sale.
CONSULTING AND ADVISORY AGREEMENT WITH CV REIT
On July 31, 1992, the Company entered into a consulting and
advisory agreement under which the Company provides certain
investment advisory, consulting and administrative services to CV
Reit including: investigating and evaluating investment
opportunities; conducting negotiations with existing and potential
borrowers and lenders; negotiating with investment bankers in
connection with the sale of securities of CV Reit; administering
compliance by CV Reit with the provisions of its loan agreements;
consulting with respect to the preparation of required reports to
the New York Stock Exchange and the Securities and Exchange
Commission; supervising the prosecution of claims by CV Reit
against third parties and supervising the defense of claims made
against CV Reit; and attending CV Reit's board meetings. The
agreement specifically excludes matters related to the Company's
loans from CV Reit. The agreement, which originally expired on
July 31, 1994, was recently extended to July 31, 1997, provides for
the payment of $10,000 per month to the Company, plus reimbursement
for all out of pocket expenses, and may be terminated by the
Company upon 180 days notice and by CV Reit upon 30 days notice.
Certain officers of the Company, including Mr. Levy, perform
services for CV Reit under the agreement. To the extent that such
services interfere with their duties to the Company, the Company
will provide alternative personnel to fulfill its contractual
obligations to CV Reit.
OTHER TRANSACTIONS WITH CV REIT
In March 1995, CV Reit acquired from a financial institution a note
due from the Company with a then outstanding balance of $2.7
million, collateralized by a mortgage on the Recreation Facilities.
The Company repaid that note during fiscal 1996.
The Company leases approximately 1,300 square feet of office space
in West Palm Beach from CV Reit for a monthly rental of
approximately $1,100.
The Company intends to resolve any conflicts which may arise
between the Company and CV Reit by referring such conflicts to an
independent committee of its Board of Directors. Since Mr. Levy
is both a director of the Company and a principal stockholder of
CV Reit, Mr. Levy would not serve on any such committee.
Certain officers and/or directors of the Company were previously
officers and/or directors of CV Reit.
CENVILL RECREATION
Cenvill Recreation consists of a group of companies owned, in
various percentages, by Mr. Levy and his family. During fiscal
1996, Cenvill Recreation occupied approximately 1,600 square feet
of office space at the Company's Administration Building at the
Century Village at Boca Raton and paid the Company approximately
$500 per month on a month-to-month basis.
H. IRWIN LEVY
In September 1994, the Company and Mr. Levy entered into an
unsecured revolving credit agreement allowing the Company to borrow
up to $750,000 from Mr. Levy through May 1, 1997, as extended (see
Note 4 to Consolidated Financial Statements). For a one week
period in July 1995, the outstanding balance under this agreement
was increased to $1,030,000, which amount was reduced to $390,000
by July 31, 1995 and repaid in September 1995. Since that
repayment, the Company has not made any further borrowings under
this agreement.
EMPLOYEES
At July 31, 1996, the Company employed 221 persons including 99 in
construction related activities (54 covered by a collective
bargaining agreement), 58 in recreation and maintenance activities,
and 64 in sales, administration and other activities. The Company
believes that its relations with its employees and subcontractors
are satisfactory.
ITEM 2. PROPERTIES
In addition to the Company's residential development property
described in Item 1, at July 31, 1996, the Company's properties
included: (i) several buildings within Century Village,
aggregating approximately 37,000 square feet, used for commercial
purposes, including administration, sales, models and health care
services; and (ii) the approximately 23,000 square foot
Administration Building at the Century Village in Boca Raton, of
which the Company occupies approximately 2,000 square feet as
executive and administrative offices. The aggregate book value of
the foregoing properties was approximately $1 million at July 31,
1996.
During fiscal 1995, the Company sold approximately 29 acres of
unimproved land in Coconut Creek, Florida for $1,975,000, an amount
which approximated book value.
See Note 4 to Consolidated Financial Statements for a description
of the mortgages to which the Company's properties are subject.
ITEM 3. LEGAL PROCEEDINGS
On September 16, 1993, the Company filed a Complaint in the Circuit
Court, Seventh Judicial Circuit, in and for Volusia County,
Florida, seeking unspecified damages against a utility company,
claiming inverse condemnation and trespass at the Company's Glen
Abbey project. On March 18, 1994, the Court granted a Motion for
Summary Judgment holding the defendant liable for trespass and
inverse condemnation. On April 5, 1995, the Court vacated the
Summary Judgment and in February 1996, the Court ruled that the
Company is not entitled to recovery under the theory of inverse
condemnation. The trespass claims, which include a claim for
damages caused by flooding, have not been tried and no trial date
has been set. The Company has appealed the Court's decision. If
the Appellate Court reverses the order, the inverse condemnation
damages claim would be remanded to the Circuit Court. The Company
also expects to pursue its trespass claims.
The Company is unable to predict the outcome of an appeal or the
amount of damages, if any, which may be awarded to the Company on
either the trespass or inverse condemnation claims. In addition,
any award of damages to the Company will be subject to appeal by
the defendant and, accordingly, there can be no assurance that the
Company will ultimately recover any damages.
The Company is not presently a party to any other material pending
litigation. However, the Company is involved from time to time in
litigation arising in the ordinary course of its business, none of
which is expected to have a material adverse effect on the
Company's financial condition.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the
fourth quarter of the Company's 1996 fiscal year.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS
The Company's Common Stock is traded on the National Association
of Securities Dealers, Inc. Automated Quotation System ("NASDAQ")
Small-Cap Market under the symbol HCDV. The following tables set
forth the market price range of the Common Stock for each quarter
during the years ended July 31, 1996 and 1995, based on the high
and low closing bid prices as reported on the NASDAQ Small-Cap
Market. Such high and low bid prices reflect interdealer prices
without retail markup, markdown or commission and may not
necessarily represent actual transactions. No cash dividends were
declared by the Company on the Common Stock during those periods.
<TABLE>
<CAPTION>
<S> <C>
Market
Price Range
-----------------
High Low
1996 ----- -----
----
First Quarter 4-7/8 4-1/8
Second Quarter 4-3/4 4-1/4
Third Quarter 4-3/4 4-1/4
Fourth Quarter 5 4-1/4
1995
----
First Quarter 4-7/8 4-1/2
Second Quarter 4-7/8 4-1/2
Third Quarter 4-7/8 4-1/2
Fourth Quarter 4-7/8 4-3/8
</TABLE>
As of July 31, 1996, the Company had 2,362,320 shares of Common
Stock outstanding and 365 holders of record of such stock.
The Company does not anticipate paying cash dividends on the Common
Stock in the foreseeable future based on its expected operating
cash flow requirements (see Management's Discussion and Analysis of
Financial Condition and Results of Operations - Liquidity and
Capital Resources). The Delaware General Corporation Law
prohibits the Company from paying dividends or otherwise
distributing funds to its stockholders, except out of legally
available funds. The declaration and payment of dividends on the
Company's Common Stock and the amount thereof will be dependent
upon the Company's results of operations, financial condition, cash
requirements, future prospects and other factors deemed relevant by
the Board of Directors. No assurance can be given that the Company
will pay any dividends on the Common Stock.
ITEM 6. SELECTED FINANCIAL DATA
(dollars in thousands, except per share data)
The Company's operations commenced in connection with the purchase
of certain assets on July 31, 1992. Allocations have been made to
reflect the fair value of the assets acquired resulting in asset
bases which differ from those of the previous owner. In addition,
certain of the Company's operating policies and accounting
procedures may be different from those of the previous owner.
Accordingly, comparative financial data for the year ended July 31,
1992 is not presented since it would be neither comparable nor
informative. The following should be read in conjunction with the
Company's Consolidated Financial Statements, accompanying notes and
other financial information included herein:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Year Ended July 31,
----------------------------------------
1996 1995 1994 1993
--------- --------- --------- ---------
Operating Statement Data:
Sales of condominium
apartments $30,917 $37,340 $35,992 $24,809
========= ========= ========= =========
Total revenues $43,030 $51,313 $47,236 $35,317
========= ========= ========= =========
Income (loss) before
income tax expense
(benefit) ($ 675) $ 983 $ 512 $ 343
Income tax expense
(benefit) (237) 378 223 134
--------- --------- --------- ---------
Net income (loss) (438) 605 289 209
Preferred stock
dividends - 333 500 502
--------- --------- --------- ---------
Net income (loss)
applicable to
common stock ($ 438) $ 272 ($ 211) ($ 293)
========= ========= ========= =========
Net income (loss)
per common share ($.19) $.11 ($.09) ($.12)
========= ========= ========= =========
Average common shares
considered
outstanding 2,362,320 2,506,562 2,352,320 2,363,286
========= ========= ========= =========
</TABLE>
[CAPTION]
<TABLE>
<S> <C> <C> <C> <C>
July 31,
-------------------------------------
1996 1995 1994 1993
------- ------- ------- -------
Balance Sheet Data:
Inventories and
properties held for
development and sale $30,234 $35,383 $40,227 $40,088
======= ======= ======= =======
Total assets $53,595 $58,137 $64,743 $66,402
======= ======= ======= =======
Borrowings $45,348 $48,611 $49,637 $53,229
======= ======= ======= =======
Stockholders' equity $ 1,835 $ 2,273(a) $ 6,986 $ 7,197
======= ======= ======= =======
</TABLE>
- ----------
(a) On March 31, 1995, the Company redeemed its $5 million of 10%
Cumulative Preferred Stock in exchange for a $5 million note
payable.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
1996 COMPARED TO 1995
During the year ended July 31, 1996, the Company reported a net
loss attributable to common stock of $438,000 on total revenues of
$43 million, as compared to net income attributable to common stock
of $272,000 on revenues of $51.3 million in the year ended July 31,
1995.
The Company's primary sources of revenues are the design,
development, construction, marketing and sale of condominium
apartments at the Century Village at Pembroke Pines adult
condominium community ("Century Village") and the operation of the
recreation facilities (the "Recreation Facilities") located at that
project. For the year ended July 31, 1996, revenues from sales of
condominium apartments at Century Village represented approximately
72% of total revenues while producing an average gross margin
(sales revenues less cost of sales, as a percentage of sales
revenues) of 14% as compared to 73% of total revenues at an average
gross margin of 18% for the corresponding period ended July 31,
1995. The following table presents pertinent information related
to deliveries of condominium apartments at Century Village.
<TABLE>
<CAPTION>
<S> <C>
Deliveries - Year Ended July 31,
1996
-----------------------------------------
Number Average
of Units Revenues Sales Gross
Delivered (000's) Price Margin
--------- -------- ------- ------
409 $30,917 $75,600 14%
(continued)
<S> <C>
Deliveries - Year Ended July 31,
1995
-----------------------------------------
Number Average
of Units Revenues Sales Gross
Delivered (000's) Price Margin
--------- -------- ------- ------
479 $37,340 $78,000 18%
</TABLE>
Revenues from sales of condominium apartments are recognized only
upon the closing (delivery) of the sales contract. Fluctuations
in average sales prices at Century Village are generally a function
of the location of condominium buildings (e.g. lakefront) and to a
lesser extent, the mix of condominium apartments within the
building. The 4% decrease in gross margin principally reflects the
$2,400 decrease in the average sales price of units delivered in
1996, primarily attributable to the commencement of deliveries in
November 1995 in a section where there are no lakefront buildings.
Gross margins also declined due to higher per unit cost of sales on
all units delivered in fiscal 1996, primarily attributable to an
overall rise in construction costs (spurred by normal cost
increases and by additional requirements imposed by governmental
agencies) and site improvement costs, which were partially offset
by lower per unit land costs associated with units delivered in the
aforementioned section.
A comparison of the Company's inventories and backlog (under
contract for sale but not yet delivered) at Century Village
follows:
<TABLE>
<CAPTION>
<S> <C> <C>
July 31, 1996 July 31, 1995
--------------------- ---------------------
Number of Number of
Condominium Condominium
Apartments Apartments
--------------------- ---------------------
Completed Completed
or Under or Under
Construction Backlog Construction Backlog
------------ ------- ------------ -------
Completed but not
yet delivered 53 30 50 29
Under construction 708 197 620 190
--- --- --- ---
761 227 670 219
=== === === ===
Aggregate sales
value (000's) $18,256 $16,694
Average sales price $80,400 $76,200
</TABLE>
Based upon the 227 sales contracts in backlog for Century Village
at July 31, 1996, a significant portion of which are expected to
be delivered within the next nine months, the Company anticipates
an increase in average sales prices for fiscal 1997 deliveries.
The Company also anticipates an increase in the average per unit
cost of sales, although to a lesser extent, primarily attributable
to higher construction costs. As a result, the gross margin for
fiscal 1997 is expected to increase accordingly.
For each of the years ended July 31, 1996 and 1995, the Company
entered into 417 new sales contracts (net of cancellations) at
Century Village with an aggregate sales value of $32.1 million and
$32.2 million, respectively, and an average sales price of $76,900
and $77,200, respectively.
For the years ended July 31, 1996 and 1995, recreation and
maintenance fees were $8.3 million and $7.5 million, respectively,
consisting of $5.9 million and $5.3 million, respectively, of
revenues pursuant to long-term leases ("Recreation Leases") of the
Recreation Facilities with unit owners occupying approximately
6,900 Century Village condominium apartments delivered through July
31, 1996 and $2.4 million and $2.2 million, respectively, of
revenues from master management agreements, under which the Company
provides certain maintenance and community services. These
revenues will continue to increase annually principally due to
future deliveries of condominium apartments and specified
contractual increases in monthly fees in accordance with the
Recreation Leases. The Recreation Leases and the master management
agreements provide that increases and decreases in operating costs
are passed through to the unit owners, subject to a guaranteed rate
generally for three years.
For both years ended July 31, 1996 and 1995, other revenues
amounted to $3.5 million and principally consisted of revenues from
the golf course operations at Century Village, real estate
brokerage commissions at the four Century Village communities in
southeast Florida, social program activities at the Recreation
Facilities and title insurance agency services provided on sales
at Century Village (see Note 6 to Consolidated Financial
Statements). Other revenues are not expected to fluctuate
significantly during fiscal 1997.
Operating costs amounted to $7.6 million for the year ended July
31, 1996, as compared to $7.3 million for the previous fiscal year,
and consisted principally of costs incurred for the operation of
the Recreation Facilities, the master management agreements, four
real estate brokerage offices and the Company's title insurance
agency. The $.3 million increase in operating costs is primarily
attributable to normal increases of certain expenses associated
with the Recreation Facilities and master management operations.
Operating cost increases related to these operations are generally
passed through to unit owners at Century Village in the form of
increased recreation and maintenance fees, subject to the
aforementioned three year guarantee.
Interest incurred for the year ended July 31, 1996 amounted to $5.3
million as compared to $5.2 for the year ended July 31, 1995.
Interest capitalized to inventories at Century Village and Glen
Abbey approximated $2.9 million in 1996, as compared to $3.4 in the
previous fiscal year, resulting in net interest expense of $2.4
million and $1.8 million, respectively. The decreased capitalized
interest principally resulted from lower average inventories on
which to capitalize interest. The Company expects interest
incurred to decline during fiscal 1997 due to anticipated
reductions in its borrowings.
During each of the fiscal years ended July 31, 1996 and 1995,
selling and marketing costs expensed amounted to $3.8 million and
$4.2 million, respectively, primarily attributable to 70 less
deliveries of condominium apartments in fiscal 1996. Selling and
marketing costs are capitalized and amortized to expense as
condominium apartments are delivered at Century Village, based on
the average capitalized cost per apartment sold. Selling and
marketing expenses are expected to fluctuate during fiscal 1997
based on fluctuations in the number of units delivered.
General and administrative expenses for the years ended July 31,
1996 and 1995 were $1.7 million and $2.3 million, respectively.
Generally these expenses consist of corporate overhead and
administration of Century Village. However, during fiscal 1996 and
1995, general and administrative expenses included $.2 million and
$.7 million, respectively, of non-recurring items consisting of:
(i) professional fees incurred during 1996 and 1995 in a lawsuit
brought by the Company against a utility company for damages and
reimbursement of professional fees at the Company's Glen Abbey
project (see Item 3, Legal Proceedings); (ii) costs incurred
during 1995 to explore the potential acquisition of a tract of land
for a future project, which was determined not to be feasible; and,
(iii) costs related to a change in health insurance programs during
1995. Excluding these non-recurring costs, general and
administrative expenses for fiscal 1996 decreased by approximately
$.1 million as compared to the preceding year, primarily due to
reductions in administrative salaries.
1995 COMPARED TO 1994
During the year ended July 31, 1995, the Company reported net
income of $605,000 on total revenues of $51.3 million, as compared
to net income of $289,000 on revenues of $47.2 million in the year
ended July 31, 1994. After giving effect to preferred stock
dividends, the net income attributable to common stock was $272,000
as compared to a net loss of $211,000, respectively.
For the year ended July 31, 1995, revenues from sales of
condominium apartments at Century Village represented approximately
73% of total revenues while producing an average gross margin of
18% as compared to 76% of total revenues at an average gross margin
of 15% for the corresponding period ended July 31, 1994. The
following table presents pertinent information related to
deliveries of condominium apartments at Century Village:
<TABLE>
<CAPTION>
<S> <C>
Deliveries - Year Ended July 31,
1995
-----------------------------------------
Number Average
of Units Revenues Sales Gross
Delivered (000's) Price Margin
--------- -------- ------- ------
479 $37,340 $78,000 18%
(continued)
<S> <C>
Deliveries - Year Ended July 31,
1994
-----------------------------------------
Number Average
of Units Revenues Sales Gross
Delivered (000's) Price Margin
--------- -------- ------- ------
491 $35,992 $73,300 15%
</TABLE>
Revenues from sales of condominium apartments are recognized only
upon the closing (delivery) of the sales contract. Fluctuations
in average sales prices at Century Village are generally a function
of the location of condominium buildings (e.g. lakefront) and to a
lesser extent, the mix of condominium apartments within the
building. The 3% increase in gross margin is principally
attributable to the $4,700 increase in the average sales price of
units delivered in 1995. This increase was partially offset by an
increase in cost of sales caused by higher interest cost on the
Company's variable rate borrowings, brought about by increases in
the prime rate, and normal increases in per unit construction and
site improvement costs.
A comparison of the Company's inventories and backlog (under
contract for sale but not yet delivered) at Century Village
follows:
<TABLE>
<CAPTION>
<S> <C> <C>
July 31, 1995 July 31, 1994
--------------------- ---------------------
Number of Number of
Condominium Condominium
Apartments Apartments
--------------------- ---------------------
Completed Completed
or Under or Under
Construction Backlog Construction Backlog
------------ ------- ------------ -------
Completed but not
yet delivered 50 29 33 25
Under construction 620 190 496 256
--- --- --- ---
670 219 529 281
=== === === ===
Aggregate sales
value (000's) $16,694 $21,361
Average sales price $76,200 $76,000
</TABLE>
A comparison of the Company's new sales orders at Century Village
is presented below:
<TABLE>
<CAPTION>
<S> <C>
Year Ended
July 31,
------------------
1995 1994
------- -------
New sales orders (a) 417 515
Aggregate sales
value (000's) $32,200 $38,500
Average sales price $77,200 $74,800
</TABLE>
________
(a) Net of cancellations.
Management believes that the decline in the Company's sales
activity was attributable to an increase in the number of prior
year sales as a result of the damage caused by Hurricane Andrew,
general economic conditions, and a relatively mild winter in the
northeast.
During the years ended July 31, 1995 and 1994, revenues from sales
of real estate (excluding Glen Abbey) amounted to approximately
$2.1 million and $.4 million, respectively, and consisted of
property located in Coconut Creek, Florida, the cost of which
approximated net sales proceeds.
For the years ended July 31, 1995 and 1994, recreation and
maintenance fees were $7.5 million and $6.8 million, respectively,
consisting of $5.3 million and $4.8 million, respectively, of
revenues pursuant to the long-term Recreation Leases of the
Recreation Facilities with unit owners occupying approximately
6,500 Century Village condominium apartments delivered through July
31, 1995 and $2.2 million and $2 million, respectively, of revenues
from master management agreements, under which the Company provides
certain maintenance and community services.
For both years ended July 31, 1995 and 1994, other revenues
amounted to $3.5 million and principally consisted of revenues from
the golf course operations at Century Village, real estate
brokerage commissions at the four Century Village communities in
southeast Florida, social program activities at the Recreation
Facilities and title insurance agency services provided on sales
at Century Village (see Note 6 to Consolidated Financial
Statements).
Operating costs amounted to $7.3 million for the year ended July
31, 1995, as compared to $6.9 million for the previous fiscal
year, and consisted principally of costs incurred for the operation
of the Recreation Facilities, the master management agreements,
four real estate brokerage offices and the Company's title
insurance agency. The $.4 million increase in operating costs is
primarily attributable to normal increases of certain expenses
associated with the Recreation Facilities and master management
operations.
Interest incurred for the year ended July 31, 1995 amounted to $5.2
million as compared to $4.9 for the year ended July 31, 1994.
Interest capitalized to inventories at Century Village and Glen
Abbey approximated $3.4 million in 1995, as compared to $3.2 in the
previous fiscal year, resulting in net interest expense of $1.8
million and $1.7 million, respectively. Interest incurred, which
is based on borrowings whose interest rates are substantially tied
to the prime rate (see Note 4 to Consolidated Financial
Statements), increased during fiscal 1995 principally due to a 1.5%
rise in the prime rate which occurred during the fiscal year. In
addition, effective March 31, 1995, the Company redeemed its $5
million 10% Preferred Stock in exchange for a $5 million 10% note.
During the fiscal years ended July 31, 1995 and 1994, selling and
marketing costs expensed were $4.2 million and $3.6 million,
respectively, primarily attributable to the reduced sales pace in
fiscal 1995. Selling and marketing costs incurred are capitalized
and amortized to expense as condominium apartments are delivered at
Century Village, based on the average capitalized cost per
apartment sold.
General and administrative expenses generally consist of corporate
overhead and administration of Century Village. However, fiscal
1995 general and administrative expenses also reflect approximately
$.7 million of non-recurring items consisting of: (i) professional
fees incurred in a lawsuit brought by the Company against a utility
company for damages and reimbursement of professional fees at the
Company's Glen Abbey project (see Item 3, Legal Proceedings); (ii)
costs incurred to explore the potential acquisition of a tract of
land for a future project, which was determined not to be feasible;
and, (iii) costs related to a change in health insurance programs.
Excluding these non-recurring costs, general and administrative
expenses for fiscal 1995 decreased by approximately $.2 million as
compared to the preceding year, primarily due to reductions in
administrative salaries.
LIQUIDITY AND CAPITAL RESOURCES
For the years ended July 31, 1996 and 1995, the Company generated
net cash flow from operating activities of $5.2 million and $6.8
million, respectively. Of these amounts, cash flow attributable
to net reductions in real estate inventories amounted to $5.1
million in each year, principally due to delivery of 409 and 479
condominium apartments, in fiscal 1996 and 1995, respectively, and
the sale of unimproved land in Coconut Creek during fiscal 1995.
As a result of the positive cash flow from operations, the Company
was able to reduce net borrowings by $3.3 million and $6 million
during fiscal 1996 and 1995, respectively. The 1995 decrease was
net of a $5 million increase in borrowings in connection with the
Company's redemption of its Preferred Stock. Although the Company
has been successful in generating positive cash flow from operating
activities since its inception in July 1992, there is no assurance
that the Company will be able to achieve or sustain positive cash
flow from operating activities in the future.
For the year ended July 31, 1996, net cash flow used by investment
activities amounted to $1.9 million, as compared with $.5 million
in the previous year. The 1996 amount reflects the recently
completed Club Health which is part of the Recreation Facilities
(see Business - Residential Development - Century Village).
The Company's borrowings at July 31, 1996 amounted to $45.3
million, substantially due to CV Reit. See Note 4 to Consolidated
Financial Statements for a description of the Company's borrowings.
This amount includes $25 million which presently requires monthly
interest only payments but which is scheduled to be converted by
July 31, 1998 to an 11%, 25 year self-amortizing loan providing for
equal monthly payments of principal and interest. Substantially
all of the remaining $6.9 million of borrowings (excluding the CV
Reit lines of credit - see below) matures in fiscal 1998, including
$1.9 million which requires principal payments based on release
prices of condominium apartments or homesites delivered. The
Company's borrowings require interest payments generally on a
monthly basis.
Since inception, the Company's cash flow has been sufficient to
enable the Company to reduce its aggregate borrowings. However,
in order to satisfy its payment obligations under its term
borrowings, from time to time the Company has relied on borrowings
under its lines of credit from CV Reit (the "Lines of Credit" - see
Note 4 to Consolidated Financial Statements), amounting to $15
million at July 31, 1996. At July 31, 1996, the outstanding
balance of the Lines of Credit was $13.4 million. The Company also
has a revolving credit agreement with H. Irwin Levy, Chairman of
the Board and Chief Executive Officer of the Company, under which
the Company may borrow up to $750,000 through May 1997 (the "Levy
Note" - see Note 4 to Consolidated Financial Statements). Since
September 1995, there has been no outstanding balance under the
Levy Note. The Company anticipates that funds generated in the
ordinary course of business and availability under the Lines of
Credit and the Levy Note will continue to be sufficient to satisfy
its cash flow needs.
The amount of available funds under the Lines of Credit is limited
based on available collateral, as defined. At July 31, 1996, the
available collateral exceeded the outstanding balance of the Lines
of Credit by approximately $4.2 million. The Company also is
restricted from incurring or guaranteeing additional debt financing
under certain circumstances (see Note 4 to Consolidated Financial
Statements). Substantially all the Company's assets are pledged as
collateral for the Company's borrowings.
The Company attempts to minimize its investment in inventory. In
addition to construction of condominium apartments at Century
Village and development of homesites at Glen Abbey, significant
capital outlays for amenities and infrastructure are required in
advance of deliveries of apartments and homesites. The Company has
no material commitments for capital expenditures other than those
incurred in connection with its development and construction
activities in the ordinary course of business at Century Village
and Glen Abbey. To complete Century Village, the Company will
incur costs in connection with the remaining 869 apartments to be
delivered, including the construction of the condominium buildings
and infrastructure improvements, including the installation of
water and sewer service, drainage facilities, paving and grading,
and landscaping. Substantially all of the Recreation Facilities
have already been completed. At Glen Abbey, homesite improvements
will include water and sewer service, drainage facilities, and
paving and grading.
The Company's current major business activities consist of
development and other real estate related activities principally
at Century Village. As of July 31, 1996, 89% of the planned
community had been delivered and approximately 869 condominium
apartments remained to be delivered. If the Company engages in
future real estate development activities, it will require outside
financing which may or may not be available. In the event the
Company decides not to engage in any further real estate
development activities, its long-term revenues are anticipated to
be generated principally from net revenues derived under the long-
term Recreation Leases, net of the related debt service
requirement, and from earnings on funds expected to be available
from deliveries of Century Village condominium apartments. In that
event, the Company anticipates that its revenues will be sufficient
to satisfy its cash requirements. However, there is no assurance
that revenues will be sufficient for such purposes.
INFLATION
The Company, as well as the home building industry in general, may
be adversely affected during periods of high inflation, primarily
because of higher material, labor and financing costs. In
particular, interest rates on a significant portion of the
Company's borrowings are variable subject to a floor of 9% and a
ceiling of 11%. Increases in the prime rate could result in
increased interest cost to the Company in addition to possible
reduced sales activity, potentially resulting in reduced
profitability. The Company may attempt to pass through to its
customers any increases in costs through increased selling prices.
However, this may not always be possible due to competitive factors
in the marketplace.
FORWARD LOOKING INFORMATION: CERTAIN CAUTIONARY STATEMENTS
Certain statements contained in "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and
elsewhere in this Form 10-K, that are not related to historical
results, are forward looking statements. Actual results may differ
materially from those projected or implied in the forward looking
statements. Further, certain forward looking statements are based
upon assumptions of future events which may not prove to be
accurate. These forward looking statements involve risks and
uncertainties including but not limited to the Company's future
cash flows and liquidity, gross margins, revenues and expenses, the
effect of conditions in the residential real estate market and the
economy in general, the level and volatility of interest rates, as
well as certain other risks described in this report. Subsequent
written and oral forward looking statements attributable to the
Company or persons acting on its behalf are expressly qualified in
their entirety by cautionary statements in this paragraph and
elsewhere described in this Form 10-K.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
TABLE OF CONTENTS TO CONSOLIDATED FINANCIAL STATEMENTS
Page
----
Report of Independent Certified Public Accountants
Consolidated Financial Statements:
Balance Sheets - July 31, 1996 and 1995
Statements of Operations -
Years Ended July 31, 1996, 1995 and 1994
Statements of Stockholders' Equity -
Years Ended July 31, 1996, 1995 and 1994
Statements of Cash Flows -
Years Ended July 31, 1996, 1995 and 1994
Notes to Consolidated Financial Statements
Schedules are omitted because the amounts are not
material
or such required disclosures are set forth in the
consolidated financial statements or the notes
thereto.
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Board of Directors
of Hilcoast Development Corp.
Boca Raton, Florida
We have audited the accompanying consolidated balance sheets of
Hilcoast Development Corp. and subsidiaries as of July 31, 1996 and
1995 and the related consolidated statements of operations,
stockholders' equity, and cash flows for each of the three years
in the period ended July 31, 1996. These financial statements are
the responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statements based on our
audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
presentation of the financial statements. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial
position of Hilcoast Development Corp. and subsidiaries at July 31,
1996 and 1995, and the results of their operations and their cash
flows for each of the three years in the period ended July 31, 1996
in conformity with generally accepted accounting principles.
BDO SEIDMAN, LLP
Miami, Florida
September 20, 1996
HILCOAST DEVELOPMENT CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
<TABLE>
<CAPTION>
<S> <C> <C>
July 31,
------------------
ASSETS (Note 4) 1996 1995
--------------- ------- -------
Cash:
Unrestricted $ 21 $ 46
Restricted 773 764
Inventories and properties held
for development and sale (Note 2) 30,234 35,383
Property and equipment, net of
accumulated depreciation (Note 3) 19,754 19,110
Prepayments and other assets 2,813 2,834
------- -------
$53,595 $58,137
======= =======
LIABILITIES
-----------
Borrowings (Note 4) $45,348 $48,611
Accounts payable, accruals and
other liabilities 3,993 4,680
Deposits, principally from customers 2,033 1,933
Deferred income taxes (Note 5) 386 640
------- -------
Total liabilities 51,760 55,864
------- -------
Contingencies (Note 7)
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
STOCKHOLDERS' EQUITY
(Note 8)
--------------------
10% Cumulative Preferred Stock; $1,000
stated value; shares authorized
10,000; none outstanding - -
Common Stock; $.01 par; shares authorized
6,000,000; outstanding 2,362,320 24 24
Additional paid-in capital 2,481 2,481
Deficit (670) (232)
------- -------
Total stockholders' equity 1,835 2,273
------- -------
$53,595 $58,137
======= =======
See accompanying notes to consolidated financial statements.
</TABLE>
HILCOAST DEVELOPMENT CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(dollars in thousands, except per share data)
<TABLE>
<CAPTION>
<S> <C>
Year Ended July 31,
-------------------------
1996 1995 1994
Revenues: --------- --------- ------
Sales:
Condominium apartments $30,917 $37,340 $35,992
Land and other 367 2,918 926
Recreation and maintenance fees 8,263 7,541 6,807
Other (Note 6) 3,483 3,514 3,511
------- ------- -----
43,030 51,313 47,236
------- ------- -----
Expenses:
Cost of sales:
Condominium apartments 26,678 30,717 30,682
Land and other 282 2,670 784
Operating costs 7,569 7,337 6,936
Interest:
Incurred 5,318 5,158 4,870
Capitalized (2,959) (3,387) (3,208)
Depreciation 1,279 1,255 1,205
Selling and marketing 3,838 4,245 3,597
General and administrative 1,700 2,335 1,858
------- ------- -----
43,705 50,330 46,724
------- ------- -----
Income (loss) before income tax
expense (benefit) (675) 983 512
Income tax expense (benefit)
(Note 5) (237) 378 223
------- ------- -----
Net income (loss) (438) 605 289
Preferred stock dividends - 333 500
------- ------- -----
Net income (loss) available
for common stockholders ($ 438) $ 272 ($ 211)
======= ======= =======
Net income (loss) per common share:
Primary and fully diluted ($.19) $.11 ($.09)
======= ======= =======
Average common shares
considered outstanding:
Primary and fully diluted 2,362,320 2,506,562 2,352,320
========= ========= =========
See accompanying notes to consolidated financial statements.
</TABLE>
HILCOAST DEVELOPMENT CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(in thousands)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Additional
Preferred Common Paid-In
Stock Stock Capital Deficit
--------- ------ ---------- -------
Balances, July 31, 1993 $5,000 $ 24 $2,466 ($293)
Preferred Stock dividends - - - (500)
Net income for the year
ended July 31, 1994 - - - 289
-------- ------ -------- -------
Balances, July 31, 1994 5,000 24 2,466 (504)
Preferred Stock dividends - - - (333)
Redemption of Preferred
Stock (5,000) - - -
Issuance of 10,000 shares
of Common Stock pursu-
ant to Stock Option Plan - - 15 -
Net income for the year
ended July 31, 1995 - - - 605
------- ------ ------- -------
Balances, July 31, 1995 - 24 2,481 (232)
Net loss for the year
ended July 31, 1996 - - - (438)
------- ------ ------- -------
Balances, July 31, 1996 $ - $ 24 $2,481 ($ 670)
======= ====== ======= ======
See accompanying notes to consolidated financial statements.
</TABLE>
HILCOAST DEVELOPMENT CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
<TABLE>
<CAPTION>
<S> <C>
Year Ended July 31,
------------------------
1996 1995 1994
-------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) ($ 438) $ 605 $ 289
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Depreciation 1,279 1,255 1,205
Deferred income tax expense
(benefit) (254) 283 223
Changes in assets and liabilities:
Decrease in inventories and properties
held for development and sale 5,149 5,085 33
(Increase) decrease in restricted
cash (9) 416 1,085
Decrease in prepayments and other
assets 21 243 14
(Decrease) increase in accounts payable,
accruals and other liabilities (687) (511) 1,573
Increase (decrease) in deposits 100 (597) 348
------- -------- --------
Net cash provided by operating activi-
ties 5,161 6,779 4,770
------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property and equipment (1,923) (504) (699)
------- -------- --------
Net cash used by investing activities (1,923) (504) (699)
------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings:
CV Reit 17,868 22,235 20,930
Other 350 2,381 84
Repayments on borrowings:
CV Reit (20,685) (22,580)(21,559)
Other (796) (8,062) (3,047)
Cash dividends paid on Preferred Stock - (375) (500)
Proceeds on issuance of Common Stock - 15 -
------- -------- --------
Net cash used by financing activi-
ties (3,263) (6,386) (4,092)
------- -------- --------
Net decrease in unrestricted cash
during year (25) (111) (21)
Unrestricted cash at beginning of year 46 157 178
------- -------- --------
Unrestricted cash at end of year $ 21 $ 46 $ 157
======= ======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest $5,331 $5,079 $4,814
======= ======== ========
Income taxes $ 211 $ 5 $ -
======= ======== ========
SUPPLEMENTAL DISCLOSURE OF NON-CASH
FINANCING ACTIVITIES:
Redemption of Preferred Stock in exchange
for note payable $ - $5,000 $ -
======= ======== ========
See accompanying notes to consolidated financial statements.
</TABLE>
HILCOAST DEVELOPMENT CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION AND BASIS OF PRESENTATION
The consolidated financial statements include the accounts of
Hilcoast Development Corp. and all wholly-owned subsidiaries
(the "Company"). Significant intercompany balances and
transactions have been eliminated in consolidation.
BUSINESS
The Company is engaged in the design, development, construction,
marketing and sale of condominium apartments at Century Village
at Pembroke Pines ("Century Village"), an adult condominium
project in southeast Florida, the operation of the recreation
facilities located at the project ("Recreation Facilities") and
certain other real estate related businesses.
The Company is also engaged in the development and sale of
single family homesites in a golf course community known as Glen
Abbey in Volusia County, Florida.
REVENUE RECOGNITION
Revenues from sales of real estate are recognized when closings
have occurred and minimum down payment and other criteria are
satisfied in accordance with generally accepted accounting
principles governing profit recognition for real estate
transactions.
Purchasers of Century Village condominium apartments lease
certain of the Recreation Facilities under a 50 year lease
arrangement. Rents from these facilities are accounted for
under the operating method.
RESTRICTED CASH
Restricted cash principally consists of escrow deposits received
from purchasers of condominium apartments and in connection with
the Company's real estate brokerage activities.
INVENTORIES AND PROPERTIES HELD FOR DEVELOPMENT AND SALE
Inventories and properties held for development and sale are stated
at the lower of cost or estimated net realizable value. Interest,
real estate taxes and similar costs are capitalized to land and
construction costs during the development and construction period
and are amortized to cost of sales as closings occur.
SELLING AND MARKETING COSTS
Selling and marketing costs associated with Century Village are
capitalized and amortized as related closings occur and revenues
are recognized.
PROPERTY, EQUIPMENT AND DEPRECIATION
Property and equipment, principally consisting of the Recreation
Facilities, is stated at cost. Major renewals and improvements are
capitalized while replacements, maintenance and repairs not
extending or improving the useful lives of assets are expensed as
incurred. Depreciation is provided principally under the straight-
line method over the estimated useful lives ranging from 3 to 40
years. Depreciation on certain construction related assets is
capitalized and amortized to cost of sales as closings occur.
INCOME TAXES
Income taxes are provided under the liability method in accordance
with Statement of Financial Accounting Standards No. 109,
Accounting for Income Taxes.
The provision for income taxes includes deferred taxes resulting
from temporary differences in the bases of assets and liabilities
for tax and financial reporting purposes.
NET INCOME (LOSS) PER COMMON SHARE
Net income (loss) per common share is computed by dividing net
income less Preferred Stock dividends by the weighted average
number of common shares outstanding during the year, and is
adjusted for the assumed conversion of shares issuable upon
exercise of stock options, after the assumed repurchase of common
shares with the related proceeds. Stock options have not been
included in the calculation for the years ended July 31, 1996 and
1994 as the effect would have been anti-dilutive. For the year
ended July 31, 1995, 260,000 shares (equivalent to 144,435 shares
using the treasury stock method) issuable upon exercise of options
previously granted, have been treated as outstanding. These
additional shares were included in the calculation of net income
per common share because such options were exercisable at prices
below the current market price.
STATEMENTS OF CASH FLOWS
For purposes of the statements of cash flows, the Company considers
all unrestricted highly liquid debt instruments purchased with an
original maturity of three months or less to be cash equivalents.
PREPARATION OF FINANCIAL STATEMENTS
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.
FINANCIAL INSTRUMENTS
The carrying amounts of financial instruments including accounts
payable and borrowings approximated fair value.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
The Financial Accounting Standards Board recently issued SFAS
No.121, Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of, which the Company will be
required to implement for its fiscal year ending July 31, 1997.
The statement requires that long-lived assets must be reviewed for
impairment whenever events or changes in circumstances indicate
that the carrying amount of the asset may not be recoverable. If
the sum of the expected future cash flows (undiscounted and without
interest charges) from an asset to be held and used is less than
the carrying value of the asset, an impairment loss must be
recognized in the amount of the difference between the carrying
value and fair value. Assets to be disposed must be valued at the
lower of carrying value or fair value less costs to sell.
Management believes that if this standard were to be implemented
currently, there would not be an impairment loss; however, until
it is implemented, management will periodically reassess the
Company's situation in relation to SFAS No.121.
In October 1995, the Financial Accounting Standards Board issued
Statement of Financial Accounting No. 123 "Accounting for Stock-
Based Compensation". SFAS 123 allows companies to continue to
account for their stock option plans in accordance with APB Opinion
25 but encourages the adoption of a new accounting method which
requires the recognition of compensation expense based on the
estimated fair value of employee stock options. Companies electing
not to follow the new fair value based method for stock options are
required to provide expanded footnote disclosures, including pro
forma net income and earnings per share. The Company expects to
continue to account for its stock option plans in accordance with
APB Opinion 25 and provide supplemental disclosures as required by
SFAS 123.
(2) INVENTORIES AND PROPERTIES HELD FOR DEVELOPMENT AND SALE
Inventories and properties held for development and sale consist
of the following (in thousands):
<TABLE>
<CAPTION>
<S> <C>
July 31,
------------------
1996 1995
Century Village: ------- -------
Land under development for
condominium buildings $11,499 $16,041
Condominium buildings completed
or under construction 14,197 15,243
Capitalized interest 1,972 1,643
------- -------
27,668 32,927
Land under development, Volusia
County, Florida (Glen Abbey) 2,566 2,456
------- -------
$30,234 $35,383
======= =======
</TABLE>
Substantially all inventories and properties held for development
and sale are pledged as collateral for indebtedness (Note 4).
(3) PROPERTY AND EQUIPMENT
Major classifications of property and equipment are as follows
(in thousands):
<TABLE>
<CAPTION>
<S> <C>
July 31,
------------------
1996 1995
------- -------
Recreation Facilities $21,205 $19,258
Commercial buildings and improvements 1,438 1,410
Machinery and equipment, primarily
used in construction 1,501 1,385
Golf course and golf course clubhouse 1,237 1,228
------- -------
25,381 23,281
Less accumulated depreciation 5,627 4,171
------- -------
$19,754 $19,110
======= =======
</TABLE>
Substantially all property and equipment is located in Century
Village and pledged as collateral for indebtedness (Note 4).
(4) BORROWINGS
Borrowings, substantially consisting of mortgage notes
collateralized by all major assets of the Company, are summarized
as follows (in thousands):
<TABLE>
<CAPTION>
<S> <C>
July 31,
------------------
1996 1995
Mortgage notes payable ------- -------
to CV Reit, Inc. ("CV Reit")
(Note 4(a)):
Term Loan $25,000 $26,477
Lines of Credit 13,415 12,140
Preferred Stock Redemption Note 5,000 5,000
Recreation Facilities Note - 1,700
Land Acquisition Note 564 1,350
Glen Abbey Note 1,320 1,449
------- -------
45,299 48,116
------- -------
Levy Note (Note 4(b)) - 390
Other 49 105
------- -------
49 495
------- -------
$45,348 $48,611
======= =======
</TABLE>
(A) CV REIT
TERM LOAN/LINES OF CREDIT
At July 31, 1996, the Company's loan agreement with CV Reit (the
"Loan Agreement") primarily consisted of a term loan (the "Term
Loan") and $15 million revolving lines of credit (the "Lines of
Credit"). The Term Loan and $7.5 million of the Lines of Credit
bear interest, payable monthly, at prime (8.25% at July 31, 1996)
plus 3%, but in any event not less than 9% nor more than 11%, and
mature on July 31, 1998, except as described below with respect to
the conversion of the Term Loan. The remaining $7.5 million of the
Lines of Credit bears interest, payable monthly, as follows: (i)
$3 million at prime plus 3%, with a floor of 11%, which matures on
May 31, 1997; (ii) $2.5 million at 12.5% of which $2 million
matures on February 28, 1997 and $.5 million on May 31, 1997; and
(iii) $2 million at 12% which matures on November 30, 1996.
Specific release prices, principally for the condominium apartments
at Century Village, are required to be applied as permanent
reductions of the Lines of Credit. The amount of available funds
under the Lines of Credit is limited based on available collateral,
as defined. The Term Loan and Lines of Credit are collateralized
by all major assets of the Company.
Upon the earlier to occur of delivery of the last unit at Century
Village or July 31, 1998, the Term Loan will be converted to an
11%, fixed rate, 25 year self-amortizing loan providing for equal
monthly payments of principal and interest (the "Permanent Loan").
The Permanent Loan will be collateralized by the Recreation
Facilities and may not be prepaid without incurring a prepayment
penalty equal to the greater of 5% of the amount prepaid or an
amount determined pursuant to a formula based upon the yield of
certain U.S. Treasury Issues.
Until the Permanent Loan is satisfied in full, the wholly-owned
subsidiary of the Company which owns the Recreation Facilities will
not be permitted to incur or guarantee additional debt financing,
except for that related to the operation of the Recreation
Facilities.
At July 31, 1996, there was approximately $300,000 outstanding in
letters of credit issued by CV Reit to municipalities in connection
with certain of the Company's development requirements at Century
Village and Glen Abbey. In addition, a $1.5 million letter of
credit has been issued by a bank for the benefit of the State of
Florida, guaranteed by CV Reit, which allows the Company to utilize
up to that amount of customer deposits previously required to be
held in restricted escrow accounts.
PREFERRED STOCK REDEMPTION NOTE
In March 1995, the Company redeemed its $5 million 10% Cumulative
Preferred Stock owned by CV Reit, in exchange for a $5 million
note payable to CV Reit, which is collateralized by the Recreation
Facilities, bears interest, payable quarterly, at 10% and matures
on July 31, 1998.
LAND ACQUISITION NOTE
In connection with the acquisition in August 1993 of land adjacent
to Century Village, the Company issued a $1.35 million note to CV
Reit, which is collateralized by the acquired land, bears interest,
payable monthly, at 12%, matures on July 31, 1998 and provides for
specific release prices based on sales of condominium apartments.
GLEN ABBEY NOTE
The Glen Abbey Note is collateralized by the unsold homesites at
the Glen Abbey project, bears interest, payable monthly, at prime
plus 3%, but in no event less than 9% nor more than 11%, matures
on December 31, 1997 and is recourse to the extent of the Company's
guarantee of the first $1.5 million principal of the note.
Payments of principal are based on release prices for the
homesites.
(B) LEVY NOTE
The Company and H. Irwin Levy have entered into an unsecured
revolving credit agreement ("Levy Note") allowing the Company to
borrow up to $750,000 from Mr. Levy in the event the Company's
availability under the CV Reit Lines of Credit does not exceed
$50,000. The Levy Note bears interest, payable monthly, at prime
plus 1/2% and matures on May 1, 1997, as extended.
Mr. Levy is the Chairman of the Board and Chief Executive Officer
of the Company and is a principal stockholder of CV Reit.
(C) MATURITIES
Scheduled and estimated maturities of the Company's borrowings are
as follows (in thousands):
<TABLE>
<CAPTION>
<S> <C>
Year ended July 31,
1997 $ 6,768
1998 12,740
1999 440
2000 463
2001 489
Thereafter 24,448
-------
$45,348
=======
</TABLE>
(5) INCOME TAXES
(a) The provision for income taxes is as follows:
<TABLE>
<CAPTION>
<S> <C>
July 31,
----------------------
1996 1995 1994
Current: ------ ------ ------
Federal $ 14 $ 93 $ -
State 3 2 -
---- ---- ----
17 95 -
Deferred: ---- ---- ----
Federal (217) 235 190
State (37) 48 33
---- ---- ----
(254) 283 223
---- ---- ----
($237) $378 $223
==== ==== ====
</TABLE>
(b) Income tax expense differs from the amount computed by
multiplying income before income tax expense by the statutory
federal income tax rate principally due to state income taxes.
(c) The approximate effect of temporary differences and carry-
forwards that gave rise to deferred tax assets and liabilities
were as follows (in thousands):
<TABLE>
<CAPTION>
<S> <C>
July 31,
--------------
1996 1995
Deferred tax liabilities: ------ ------
Differences in reporting selling and
marketing expense for tax purposes $ 746 $ 725
Differences in reporting interest
expense for tax purposes 241 166
Excess tax over book depreciation 191 199
Other 15 -
------ ------
1,193 1,090
------ ------
Deferred tax assets:
Differences in reporting inventory
for tax purposes (25) (5)
Net operating loss carryforward (673) (347)
Alternative minimum tax carryforward (106) (93)
Other (3) (5)
------ ------
(807) (450)
------ ------
Net deferred tax liabilities $ 386 $ 640
====== ======
</TABLE>
(d) As of July 31, 1996, the Company had a net operating loss
carryforward for tax purposes of approximately $1.8 million
which expires from 2009 through 2011.
(6) OTHER REVENUES
Other revenues consist of the following (in thousands):
<TABLE>
<CAPTION>
<S> <C>
Year Ended July 31,
------------------------
1996 1995 1994
------ ------ ------
Golf course operations $1,090 $1,081 $1,149
Real estate brokerage 1,004 1,028 843
Social program activities 591 562 515
Title insurance agency 371 413 447
Consulting fees (a) 143 120 120
Other 284 310 437
------ ------ ------
$3,483 $3,514 $3,511
====== ====== ======
</TABLE>
________
(a) Effective July 31, 1992, the Company and CV Reit entered into
a consulting and advisory agreement under which the Company
provides investment, advisory, consulting and administrative
services to CV Reit, excluding matters related to the Company's
indebtedness to CV Reit. The agreement, which originally
expired on July 31, 1994, has been extended to July 31, 1997,
provides for payment of monthly fees of $10,000 plus
reimbursement of out of pocket expenses, and may be terminated
upon 180 days notice by the Company and upon 30 days notice by
CV Reit.
(7) CONTINGENCIES
(a) On September 16, 1993, the Company filed a Complaint in the
Circuit Court, Seventh Judicial Circuit, in and for Volusia
County, Florida, seeking unspecified damages against a utility
company, claiming inverse condemnation and trespass at the
Company's Glen Abbey project. On March 18, 1994, the Court
granted a Motion for Summary Judgment holding the defendant
liable for trespass and inverse condemnation. On April 5,
1995, the Court vacated the Summary Judgment and in February
1996, the Court ruled that the Company is not entitled to
recovery under the theory of inverse condemnation. The
trespass claims, which include a claim for damages caused by
flooding, have not been tried and no trial date has been set.
The Company has appealed the Court's decision. If the
Appellate Court reverses the order, the inverse condemnation
damages claim would be remanded to the Circuit Court. The
Company also expects to pursue its trespass claim.
The Company is unable to predict the outcome of an appeal or
the amount of damages, if any, which may be awarded to the
Company on either the trespass or inverse condemnation claims.
In addition, any award of damages to the Company will be
subject to appeal by the defendant and, accordingly, there can
be no assurance that the Company will ultimately recover any
damages.
(b) The Company is subject to various claims, complaints and
performance guarantees in the ordinary course of operations,
including obligations relating to performance and maintenance
bonds (or letters of credit in lieu thereof), completion of the
Recreation Facilities, subsidies for condominium associations,
and condominium owner warranties.
In Management's opinion, the ultimate outcome of the aforementioned
matters will not have a material adverse effect on the Company's
financial condition.
(8) STOCK OPTION PLAN
The Company has two stock option plans: (i) the 1992 Stock Option
Plan (the "1992 Plan"); and (ii) the 1995 Stock Option Plan (the
"1995 Plan"). The Company has reserved 300,000 shares of Common
Stock for issuance under each plan, of which options to purchase
285,000 shares and 40,000 shares, respectively, have been granted
(at option prices equal to or exceeding fair market value at date
of grant) to various directors and officers of the Company,
generally becoming exercisable commencing two or three years from
date of grant and expiring seven or ten years from date of grant.
A summary of changes in common stock options follows:
<TABLE>
<CAPTION>
<S> <C> <C>
Number of Option
Shares Price
--------- -----------
1992 Plan
Outstanding at July 31, 1992 250,000 $1.50-$4.00
Granted during fiscal 1993 35,000 $2.63-$4.00
-------
Outstanding at July 31, 1993
and 1994 285,000 $1.50-$4.00
Exercised during fiscal 1995 (10,000) $1.50
-------
Outstanding at July 31,
1995 and 1996 275,000 $1.50-$4.00
=======
Exercisable at July 31:
1996 269,000 $1.50-$4.00
=======
1995 215,000 $1.50-$4.00
=======
1994 101,500 $1.50
=======
Number of Option
Shares Price
--------- -----------
1995 Plan
Granted during fiscal 1996 and
outstanding at July 31, 1996 40,000 $4.38
=======
Exercisable at July 31, 1996 -
=======
</TABLE>
(9) RECENT DEVELOPMENT - PROPOSED MERGER
On August 12, 1996, the Company's Board of Directors received an
unsolicited proposal from Mr. Levy, contemplating a merger of the
Company and a newly formed acquisition company to be organized by
Mr. Levy, pursuant to which each of the Company's outstanding
shares of Common Stock would be converted into $6.00 cash. A
special independent committee of the Board has been appointed to
consider the proposal and in connection therewith, has engaged
financial and legal advisors.
The proposed merger is subject to approval of the Company's Board
of Directors and shareholders and a number of other material
conditions, including negotiation of a definitive agreement and
compliance with all applicable regulatory and governmental
requirements. Accordingly, there can be no assurance that the
proposed merger will be consummated.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
None
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
MANAGEMENT
Set forth below is the name, age, position with the Company and
certain other information with respect to each director and
executive officer. Each person was elected or appointed to his or
her position on July 31, 1992.
<TABLE>
<CAPTION>
<S> <C> <C>
Name Age Position
H. Irwin Levy 70 Chairman of the Board, Chief Executive
Officer
Michael S. Rubin 53 President, Chief Operating Officer,
Director
Jack Jaiven 50 Executive Vice President, Chief Financial
Officer,
Treasurer, Director
Michael A. Rich 50 Vice President - Marketing
James A. Geddes 58 Vice President - Construction
Harold Cohen 45 Vice President - Community Operations,
Assistant Secretary
Antoinette Gleeson 50 Vice President - Recreation
Joseph D. Weingard 51 Director
Bernard R. Green 77 Director
</TABLE>
H. IRWIN LEVY was Chairman of the Board and Chief Executive
Officer of Cenvill Communities, Inc., a predecessor of CV Reit,
from 1967 to July 1981 and was Chairman of the Board and Chief
Executive Officer of CV Reit from 1985 to July 31, 1992. Mr. Levy
was Chairman of the Board and President of Cenvill Development
Corp., a real estate developer ("Development"), from 1980 to 1985.
He is currently of counsel to the West Palm Beach law firm of Levy,
Kneen, Mariani, Curtin, Wiener, Kornfeld & del Russo. Since
October 1995, Mr. Levy has been a director of IMGE, Inc.
(previously IMNET, Inc.) and was a director of IMNET, Inc. from
1987 until July 1991.
MICHAEL S. RUBIN was Vice President - Real Estate Management
of CV Reit from May 1991 to July 31, 1992. From April 1990 to May
1991, Mr. Rubin was engaged in real estate consulting for the
Resolution Trust Corporation as the Director of Real Estate for
Grau and Company, certified public accountants. From January 1983
to April 1990, Mr. Rubin served as President and Chief Executive
Officer of H.M.F. Investments, Inc., a wholly owned real estate
service subsidiary of Flagler Federal Savings and Loan Association
of Miami. From 1977 to 1982, Mr. Rubin served as President and
Chief Operating Officer of Wynmoor Properties, Inc., a wholly owned
subsidiary of Development and the general partner of Wynmoor
Limited Partnership.
JACK JAIVEN, a Certified Public Accountant, was Vice President
and Treasurer of CV Reit from December 1988 to July 31, 1992. Mr.
Jaiven was also Vice President and Chief Financial Officer of
IMNET, Inc. from July 1989 to June 1991. From April 1985 to
December 1988, Mr. Jaiven was Executive Vice President and Chief
Financial Officer of First American Bank and Trust. From July 1981
to April 1985, Mr. Jaiven was employed by, and later became Vice
President - Special Projects of, Development. Mr. Jaiven was
employed by Cenvill Communities, Inc. as Director of Accounting
from July 1979 until July 1981.
MICHAEL A. RICH was Vice President - Sales and Marketing of
F.W.D.C., Inc., a wholly owned subsidiary of Development, from
March 1991 until July 31, 1992 when he resigned to join the
Company. From April 1990 through February 1991, Mr. Rich was
President of Florida Real Estate Expositions, Inc., a real estate
marketing firm specializing in the presentation of tradeshows in
the northeastern United States for Florida developers and builders.
Mr. Rich was Vice President - Sales and Marketing of Development
from July 1981 through September 1989. In June 1992, certain
subsidiaries of Development, including F.W.D.C., Inc., filed
Chapter 11 proceedings.
JAMES A. GEDDES was Vice President of Construction of F.W.D.C.,
Inc. and/or Vice President of Construction of Coconut Creek
Developers, Inc., a wholly owned subsidiary of Development, for
more than five years prior to his resignation on July 31, 1992 to
join the Company. In June 1992, certain subsidiaries of
Development, including F.W.D.C., Inc. and Coconut Creek Developers,
Inc., filed Chapter 11 proceedings.
HAROLD COHEN was Vice President of Cenvill Recreation, Inc.
and its related entities, from May 1987 until October 1994. Prior
to that he was an executive in the recreational management field.
Cenvill Recreation, Inc. and certain of its related entities were
wholly owned subsidiaries of IMNET, Inc. prior to their acquisition
by Mr. Levy and certain members of his family in December 1991.
ANTOINETTE GLEESON has been Clubhouse Director and Vice
President of CVP Community Center, Inc., a wholly owned subsidiary
of Development which was acquired by the Company, since July 1991.
From November 1983 to July 1991 she was Vice President of Cenvill
Contractors, Inc., a wholly owned subsidiary of Development and a
general partner of Wynmoor Limited Partnership. In June 1992,
certain subsidiaries of Development, including Cenvill Contractors,
Inc., filed Chapter 11 proceedings.
JOSEPH D. WEINGARD was a director of CV Reit from May 1992 to
July 31, 1992. Mr. Weingard has been a financial consultant in an
individual capacity since 1987 and is currently President of
Century Financial Advisors, Inc. Since October 1995, Mr. Weingard
has been a director and vice president of IMGE, Inc. and from 1981
until January 1992, was a director of that company and served in
various executive capacities, including Chief Executive Officer and
Vice Chairman. From 1987 until May 1991, Mr. Weingard also served
as an advisor to CV Reit. Mr. Weingard was a director of
Development from July 1981 to January 1987. Mr. Weingard is a
Certified Public Accountant and holds a real estate salesman's
license.
BERNARD R. GREEN is currently consultant to, and previously
for more than five years, was managing partner of, Friedman, Alpren
& Green of New York, New York, and West Palm Beach, Florida, an
accounting firm specializing in real estate. Mr. Green has been a
private investor in real estate partnerships for more than twenty
years.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
During the fiscal year ended July 31, 1996, the Board of Directors
held two meetings. No director attended fewer than 75 percent of
the aggregate of (i) the number of meetings of the Board of
Directors held during the period he served on the Board, (ii) the
number of meetings of the Stock Option Committee held during the
period he served on such committee, and (iii) the number of
meetings of the Audit Committee held during the period he served on
such committee.
The Stock Option Committee is presently composed of Messrs. Levy,
Weingard and Green. The Stock Option Committee held one meeting
in conjunction with a regularly scheduled Board of Directors
meeting during the fiscal year ended July 31, 1996. The Stock
Option Committee administers the Company's 1992 Stock Option Plan
and 1995 Stock Option Plan.
The Audit Committee, presently composed of Messrs. Weingard, Green
and Jaiven, did not meet during the fiscal year ended July 31,
1996. The Audit Committee is responsible for overseeing the
financial reporting process and the effectiveness of internal
controls of the Company and for making recommendations to the Board
of Directors, including the designation of independent certified
public accountants on an annual basis. The Company has no other
committees at this time.
DIRECTOR'S COMPENSATION
Each director who is not an officer or employee of the Company
receives $1,500 for each directors' meeting attended. Non-employee
directors may also be granted non-qualified stock options, at the
discretion of the Stock Option Committee, pursuant to the Company's
1992 Stock Option Plan and the Company's 1995 Stock Option Plan.
COMPLIANCE WITH SECTION 16(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), requires the Company's directors and
executive officers, and persons who own more than ten percent of
the Company's outstanding Common Stock, to file with the Securities
and Exchange Commission (the "SEC") initial reports of ownership
and reports of changes in ownership of Common Stock. Such persons
are required by SEC regulation to furnish the Company with copies
of all such reports they file.
To the Company's knowledge, based solely on a review of the copies
of such reports furnished to the Company and written
representations that no other reports were required, the officers,
directors and greater than ten percent beneficial owners of the
Company complied with all applicable Section 16(a) filing
requirements.
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth the annual and long-term
compensation awarded to, earned by or paid to the Chief Executive
Officer of the Company and the four most highly compensated
executive officers other than the Chief Executive Officer for
services in all capacities to the Company and its subsidiaries
during the fiscal years ended July 31, 1996, 1995 and 1994. The
Company did not grant any stock appreciation rights or restricted
stock awards, or make any long-term incentive plan payouts, to the
named executive officers during these fiscal years. References to
securities in the following table relate to awards of stock options
to purchase the Company's common stock.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
<S> <C>
Annual Compensation
----------------------------------
All
Other
Annual
Name and Compen-
Principal sation
Position Year Salary Bonus (1)(2)
- --------- ------ ------- -------- ----------
H. Irwin Levy 1994 $156,000 $ - $ -
Chairman and Chief 1995 159,060 - -
Executive Officer 1996 165,360 - -
Michael S. Rubin 1994 150,956 15,000 -
President and Chief 1995 159,880 15,000 -
Operating Officer 1996 166,036 12,500 -
Jack Jaiven 1994 139,984 10,000 -
Executive Vice 1995 150,973 10,000 -
President, Chief 1996 155,940 8,700 -
Financial Officer
and Treasurer
Michael A. Rich 1994 140,400 - 41,883
Vice President - 1995 145,022 2,725 38,192
Marketing 1996 151,189 2,731 34,445
James A. Geddes 1994 102,596 - 26,000
Vice President - 1995 107,086 1,998 26,160
Construction 1996 127,598 2,058 22,080
<continued)
<S> <C>
Long-term
Compen-
sation
Awards
---------
Securities
underlying
Name and Options/
Principal SARs
Position # (3)
- -------- -----------
H. Irwin Levy -
Chairman and Chief -
Executive Officer -
Michael S. Rubin -
President and Chief -
Operating Officer -
Jack Jaiven -
Executive Vice -
President, Chief -
Financial Officer
and Treasurer
Michael A. Rich -
Vice President - -
Marketing 20,000
James A. Geddes -
Vice President - -
Construction 20,000
</TABLE>
__________
(1) Except as specifically disclosed, does not include the dollar
value of personal benefits, such as the cost of automobiles
and health insurance, the aggregate value of which for each
named executive officer was less than 10% of such executive
officer's salary and bonus.
(2) Mr. Rich's Other Annual Compensation consists of commission of
$75 for each condominium apartment sold from August 1993
through January 1994 and $85 from February 1994 through July
1996. Mr. Geddes' Other Annual Compensation consists of
commission of $40 for each condominium apartment completed
from August 1993 through January 1994 and $60 from February
1994 through April 1996.
(3) Consists of stock options granted for the fiscal year ended
July 31, 1996.
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
The following table sets forth information regarding options to
purchase the Company's common stock granted pursuant to the 1995
Stock Option Plan during the fiscal year ended July 31, 1996 to the
executive officers named in the summary Compensation Table. No
SARs were granted.
<TABLE>
<CAPTION>
<S> <C> <C>
Individual Grants Potential
------------------- Realizable
Percent Value
Number of of Total at Assumed
Securities Options/ Annual Rates
Underlying SARs of Stock Price
Options/ Granted to Exercise Appreciation
SARs Employees or Base Expira- for Option Term
Granted in Fiscal Price tion -----------------
(#) (1) Year ($/sh) Date 5%($) 10%($)
--------- ---------- -------- ------- -------- --------
H. Irwin
Levy - - - - - -
Michael S.
Rubin - - - - - -
Jack Jaiven - - - - - -
Michael A.
Rich 20,000 50% $4.38 (1) $35,662 $83,108
James A.
Geddes 20,000 50% $4.38 (1) $35,662 $83,108
</TABLE>
__________
(1) Option awards reported for fiscal 1996 were granted April 26,
1996. Options become exercisable on the earlier of the date of
sale of the last residential unit at Century Village in
Pembroke Pines or July 31, 1998, and expire on April 26, 2003.
AGGREGATED FISCAL YEAR-END OPTION VALUE TABLE
The following table sets forth certain information concerning
unexercised stock options held by the named executive officers as
of the end of the 1996 fiscal year. No stock options were
exercised by any of the named executive officers during the 1996
fiscal year. No stock appreciation rights have been granted or are
outstanding.
OPTION EXERCISES DURING 1996 FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Value of
Number of Unexercised
Unexercised In-the-Money
Options at 1996 Options at 1996
Fiscal Year End Fiscal Year End
Shares (#) ($)(1)
Acquired ---------------- ---------------
on Value Exer- Unexer- Exer- Unexer-
Name Exercise Realized cisable cisable cisable cisable
- ---- -------- -------- ------- ------- -------- ------
H. Irwin
Levy - $ - - - $ - $ -
Michael S.
Rubin - - 85,000 - 210,000 -
Jack Jaiven - - 85,000 - 210,000 -
Michael A.
Rich - - 25,000 20,000 87,500 12,400
James A.
Geddes - - 20,000 20,000 70,000 12,400
</TABLE>
__________
(1) The closing bid price for the Company's Common Stock as
reported on the National Association of Securities Dealers
Automated Quotation ("NASDAQ") Small-Cap Market on July 31,
1996 was $5.00. Value is calculated by multiplying (a) the
difference between $5.00 and the option exercise price by (b)
the number of shares of Common Stock underlying the option.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Board of Directors did not have a standing Compensation
Committee during the fiscal year ended July 31, 1996. Therefore,
the entire Board of Directors participated in deliberations
concerning executive compensation.
H. Irwin Levy, Michael S. Rubin and Jack Jaiven, executive officers
of the Company, are members of the Board of Directors and
participated in deliberations concerning compensation.
EMPLOYMENT AGREEMENTS
Each of the Company's executive officers have employment agreements
with the Company except for Mr. Levy. See Report on Executive
Compensation for information concerning their employment
agreements.
The employment agreements provide that if an officer is terminated
without cause, or resigns as a result of a reduction of his or her
compensation from the present level, he or she will be entitled to
severance pay ranging from six months to one year based on the most
recent annual rate of compensation, plus commensurate medical
coverage for the officer and his or her dependents. Similar
payments will be made in the event of the death or total disability
of an officer during his or her employment.
PERFORMANCE GRAPH
The following line-graph presentation compares cumulative
stockholder returns on the Company's Common Stock since April 27,
1993, the date the Common Stock began trading on the NASDAQ Small-
Cap Market, with (i) the NASDAQ Stock Market index prepared by the
Center for Research in Security Prices ("CRSP"), and (ii) CRSP's
index for companies in the real estate development industry with
similar Standard Industry Codes ("SIC") as the Company.
COMPARISON OF FIVE YEAR-CUMULATIVE TOTAL RETURNS
Performance Graph for
HILCOAST DEVELOPMENT CORP.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Index Description 07/31/92 07/31/93 07/30/94 07/29/95 07/31/96
HILCOAST DEVELOPMENT
CORP. N/A $97.5 $97.5 $92.5 $100.0
Nasdaq Stock Market
Index $88.9 $108.1 $111.3 $156.2 $170.2
Nasdaq Stock SIC
Index $116.7 $99.6 $118.5 $111.4 $83.9
</TABLE>
A. The indexes are reweighted daily, using the market
capitalization on the previous trading day.
B. If the monthly interval, based on the fiscal year-end, is not
a trading day, the preceding trading day is used.
C. The index level for all series was set to 100.0 on 04/27/93,
the day the Company's Common Stock became listed for trading
on the NASDAQ Small-Cap Market. On 4/27/93, the closing sales
price of the Common Stock was $5.00. From 10/19/92 through
4/26/93, the Company's Common Stock was traded on the
over-the-counter market. The Company was advised by its
market makers that the initial trading price of the Common
Stock on 10/19/92, the first trading day for the Common Stock,
was $.75.
D. Peer group was created using a custom iteration of the data.
REPORT ON EXECUTIVE COMPENSATION
During the fiscal year ended July 31, 1996, the Board of Directors
of the Company administered the compensation program for executive
officers. The executive compensation policies of the Company have
been designed to acquire and retain quality management producing
results which will maximize shareholder value.
In determining executive compensation, the Board of Directors gives
consideration to Company performance, individual performance, level
of responsibility and executive compensation paid by other
companies in the same industry. Specific factors considered
include recommendations of the Company's Chairman of the Board and
its President, specific accomplishments of the executive officers,
the Company's sales, earnings and financial condition and general
economic conditions.
Compensation of the Company's executive officers consists of both
cash compensation and stock option grants. Cash compensation
consists of salary and, in the case of certain executive officers,
commissions. Long-term incentives are provided through the grant
of qualified and non-qualified stock options. The Company paid
bonuses to certain executive officers during December 1995 and
January 1996, which related to the fiscal year ended July 31, 1995,
based on the specific factors discussed above; however, the Board
has not determined whether bonuses will be paid for the fiscal year
ended July 31, 1996 nor in the future.
With the exception of Mr. Levy, all of the Company's executive
officers have employment agreements with the Company which provide
for increases in compensation and bonuses from time to time as
mutually agreed upon by such officers and the Board. None of the
agreements are for a specific term. One executive officer, the
Company's Vice President - Marketing, receives additional incentive
cash compensation in the form of commissions based on the number of
Century Village condominium apartments sold. Another officer, the
Vice President - Construction, received additional incentive cash
compensation through April 30, 1996 in the form of commissions
based on the number of condominium apartments completed. Effective
May 1, 1996, his commissions were discontinued and replaced by a
significant increase in his base salary. Effective February 1996,
all officers with the exception of Mr. Levy received increases of
3-1/2% in their base salaries. The Board of Directors intends to
review the cash compensation paid to all its officers annually and
consider increases based primarily upon individual performance. In
addition, the Board of Directors will consider Company performance,
competitive factors, and economic conditions.
The Company attempts to provide incentives to executive officers
to remain with the Company and to improve performance through the
grant of stock options. There are no automatic grants of stock
options. During fiscal 1996, options were granted to two executive
officers.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
SECURITY OWNERSHIP
The following table sets forth, as of October 31, 1996, information
with respect to the beneficial ownership of the Company's Common
Stock by (i) each person known by the Company to beneficially own
more than 5% of the outstanding shares of Common Stock, (ii) each
director of the Company, (iii) each of the five most highly
compensated executive officers of the Company, and (iv) all
directors and executive officers of the Company as a group:
<TABLE>
<CAPTION>
<S> <C> <C>
Amount and Nature Percent of
Name and Address of of Beneficial Outstanding
Beneficial Owner (1) Ownership (2) Shares
H. Irwin Levy 834,636 35.33%
100 Century Blvd.
West Palm Beach, FL 33417
Alan J. Evans and Robert 128,000 (3) 5.4%
J. Cartagena, as Trustees
P.O. Box 727
Palm Beach, FL 33480
Alan J. Evans 155,424 (4) 6.6%
P.O. Box 727
Palm Beach, FL 33480
Robert J. Cartagena 133,866 (5) 5.7%
P.O. Box 727
Palm Beach, FL 33480
Michael S. Rubin 85,000 (2) 3.6%
Jack Jaiven 85,407 (2) 3.5%
Michael A. Rich 36,147 (2) 1.5%
James A. Geddes 20,000 (2) (7)
Joseph D. Weingard - -
185 NW Spanish River Blvd.
Boca Raton, FL 33481
Bernard R. Green 11,256 (2) (7)
583 North Lake Way
Palm Beach, FL 33480
Maurice A. Halperin 585,032 (6) 24.8%
Barry S. Halperin
2500 No. Military Trail
Boca Raton, FL 33431
All executive officers 1,087,548 (2) 41.8%
and directors as a group
(9 persons)
</TABLE>
____________________
(1) Unless otherwise indicated, the address of each beneficial
owner listed is 19146 Lyons Road, Boca Raton, FL 33434.
(2) Unless otherwise indicated, each stockholder listed has the
sole power to vote and direct disposition of the shares of
Common Stock shown as beneficially owned by such stockholder.
For the purposes of this table, a person or group of persons
is deemed to have "beneficial ownership" of the following
shares which such person or group has the right to acquire
pursuant to options exercisable within 60 days: Mr. Rubin -
85,000 shares; Mr. Jaiven - 85,000 shares; Mr. Rich 25,000
shares; Mr. Geddes - 20,000 shares; Mr. Green - 10,000
shares; and all executive officers and directors as a group
- 240,000 shares. See "Executive Compensation".
(3) Consists of shares held by The Claudia Morse Evans Family
Trust for which Alan J. Evans and Robert J. Cartagena, as
Trustees, share voting and dispositive power. The information
with respect to such trust is based upon Schedule 13D, dated
March 7, 1994.
(4) Includes 128,000 shares held by The Claudia Morse Evans Family
Trust for which Mr. Evans is a trustee and 27,424 shares held
by Alan J. Evans, individually.
(5) Includes 128,000 shares held by The Claudia Morse Evans Family
Trust for which Mr. Cartagena is a Trustee and 5,866 shares
held by Robert J. Cartagena, individually.
(6) Maurice A. Halperin owns 362,581 of such shares and Barry S.
Halperin, his son, owns 222,451 of such shares. Messrs.
Halperin share voting and dispositive power with respect to
the shares of Common Stock owned by each other. The
information with respect to this group is based solely on
Schedule 13D, as amended, as of August 13, 1996.
(7) Less than 1%.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
PRINCIPAL LENDER - CV REIT
The Company commenced operations on July 31, 1992, with the
acquisition of certain assets from Development, pursuant to
approval by the Bankruptcy Court of the Southern District of
Florida of a Proposal for the Acquisition of Certain Assets. The
assets (principally those assets at Century Village at Pembroke
Pines, "Century Village"), were acquired subject to indebtedness
due to CV Reit, currently the Company's major lender. As of July
31, 1996, the outstanding balance of the Company's indebtedness to
CV Reit was approximately $45.3 million, comprised of a $25 million
term loan ("Term Loan"), $13.4 million under lines of credit
("Lines of Credit"), with an aggregate commitment of $15 million,
and $6.9 million in certain other loans.
The Term Loan and $7.5 million of the Lines of Credit bear
interest, payable monthly, at prime plus 3%, but in any event not
less than 9% nor more than 11%, and mature on July 31, 1998, except
as described below with respect to the conversion of the Term Loan.
The remaining $7.5 million of the Lines of Credit bears interest,
payable monthly, at 12.5% ($2.5 million), at 12% ($2 million), or
at prime plus 3%, with a floor of 11% ($3 million), of which $2
million matures on November 30, 1996, $2 million matures on
February 28, 1997 and $3.5 million on May 31, 1997. Specific
release prices for the collateral are required as permanent
reductions of the Lines of Credit. The Term Loan and the Lines of
Credit are collateralized by all major assets of the Company.
By July 31, 1998, the Term Loan is scheduled to be converted to an
11%, fixed rate, 25 year self-amortizing $25 million loan providing
for equal monthly payments of principal and interest (the
"Permanent Loan"). The Permanent Loan may not be prepaid without
incurring a prepayment penalty equal to the greater of 5% of the
amount prepaid or an amount determined pursuant to a formula based
upon the yield of certain U.S. Treasury Issues.
CONSULTING AND ADVISORY AGREEMENT WITH CV REIT
Pursuant to a consulting and advisory agreement between the
Company and CV Reit, the Company provides certain investment
advisory, consulting and administrative services to CV Reit,
including: investigating and evaluating investment opportunities;
conducting negotiations with existing and potential borrowers and
lenders; negotiating with investment bankers in connection with the
sale of securities of CV Reit; administering compliance by CV Reit
with the provisions of its loan agreements; consulting with respect
to the preparation of required reports to the New York Stock
Exchange and the Securities and Exchange Commission; supervising
the prosecution of claims by CV Reit against third parties and
supervising the defense of claims made against CV Reit. The
agreement specifically excludes matters related to the Company's
loans from CV Reit. The agreement, which originally expired on
July 31, 1994, was recently extended to July 31, 1997, provides for
the payment of $10,000 per month to the Company, plus reimbursement
for all out-of-pocket expenses, and may be terminated by the
Company upon 180 days notice and by CV Reit upon 30 days notice.
Certain officers of the Company, including Mr. Levy, perform
services for CV Reit under the agreement. To the extent that such
services interfere with their duties to the Company, the Company
will provide alternative personnel to fulfill its contractual
obligations to CV Reit.
Mr. Levy, the Chairman and Chief Executive Officer and a principal
stockholder of the Company, is also a principal stockholder and was
formerly Chairman of the Board of Directors of CV Reit. Messrs.
Jaiven and Rubin were also previously officers of, and Mr. Weingard
was a director of, CV Reit.
OTHER TRANSACTIONS WITH CV REIT
The Company leases approximately 1,500 square feet of office space
from CV Reit in West Palm Beach at a monthly rental of $1,100.
The Company intends to resolve any conflicts which may arise
between the Company and CV Reit by referring such conflicts to an
independent committee of its Board of Directors. Since Mr. Levy
is both a director of the Company and a principal stockholder of
CV Reit, Mr. Levy would not serve on any such committee.
CENVILL RECREATION
Cenvill Recreation consists of a group of companies owned, in
various percentages, by Mr. Levy and his family. The Company
receives approximately $500 per month for Cenvill Recreation's
occupancy of approximately 1,600 square feet in the Company owned
Administration Building located at the Century Village in Boca
Raton.
H. IRWIN LEVY
The Company and Mr. Levy have entered into an unsecured revolving
credit agreement allowing the Company to borrow up to $750,000 from
Mr. Levy through May 1, 1997, as extended. Any borrowings under
this credit agreement bear interest, payable monthly, at prime plus
1/2%. As of July 31, 1996 there were no amounts outstanding under
this agreement.
OTHER TRANSACTIONS
During the fiscal year ended July 31, 1996, the Company incurred
legal fees, including reimbursement of certain costs, of $125,271
to the law firm of Levy, Kneen, Mariani, Curtin, Wiener, Kornfeld
& del Russo. H. Irwin Levy is currently of counsel to this firm.
The Company believes that the terms of all of the transactions
described above are fair and reasonable and as favorable to it as
could be obtained from unaffiliated third parties.
INDEMNIFICATION AGREEMENTS
The Company has entered into Indemnification Agreements with each
of its directors and executive officers providing for
indemnification to the fullest extent permitted by law.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
AND REPORTS ON FORM 8-K
(a) (1) List of Consolidated Financial Statements:
Report of Independent Certified Public Accountants
Consolidated Balance Sheets - July 31, 1996 and 1995
Consolidated Statements of Operations -
Years Ended July 31, 1996, 1995 and 1994
Consolidated Statements of Stockholders' Equity -
Years Ended July 31, 1996, 1995 and 1994
Consolidated Statements of Cash Flows -
Years Ended July 31, 1996, 1995 and 1994
Notes to Consolidated Financial Statements
(2) List of Consolidated Financial Statement Schedules:
None
(3) List of Exhibits:
(3)(i) Restated Certificate of Incorporation of Hilcoast
Development Corp. (Incorporated by reference to
Exhibit 3(a) to Form 10 Registration Statement as
filed with the Commission on August 12, 1992.)
(3)(ii) Certificate of Amendment to Certificate of
Incorporation of Hilcoast Development Corp., approved
by stockholders on December 18, 1995 and filed with
the State of Delaware on January 22, 1996.
(Incorporated by reference to Exhibit 3(i) to the
Quarterly Report on Form 10-Q of the Company for the
quarter ended January 31, 1995.)
(3)(iii) Certificate of Amendment to Certificate of
Incorporation of Hilcoast Development Corp., filed
with Secretary of State of Delaware on September 24,
1992. (Incorporated by reference to Exhibit 3(c) to
Amendment No.1 to Form S-1 Registration Statement.)
(3)(iv) By-Laws of Hilcoast Development Corp. (Incorporated
by reference to Exhibit 3(b) to Form 10 Registration
Statement as filed with the Commission on August 12,
1992.)
(4)(i) Specimen Common Stock Certificate of Hilcoast
Development Corp. (Incorporated by reference to
Exhibit 4(a) to Form 10 Registration Statement as
filed with the Commission on August 12, 1992.)
(10)(i) Consulting and Advisory Agreement, dated July 31,
1992, between CV Reit, Inc. and Hilcoast Development
Corp. (Incorporated by reference to Exhibit 10(a) to
Form 10 Registration Statement as filed with the
Commission on August 12, 1992.)
(10)(ii) Restated Loan Agreement, dated July 31, 1992, between
CV Reit, Inc. and Cenvill Development Corp. and
certain subsidiaries and affiliates thereof.
(Incorporated by reference to Exhibit 10(b) to Form
10 Registration Statement as filed with the Commission
on August 12, 1992.)
(10)(iii) Loan Agreement, dated June 6, 1991, between CV Reit,
Inc. and Cenvill Development Corp. and certain
subsidiaries and affiliates thereof. (Incorporated
by reference to Exhibit (10)(iii) to the Annual Report
on Form 10-K of the Company for the fiscal year ended
July 31, 1993.)
(10)(iv) Revolving Credit and Term Loan Agreement, dated July
3, 1990, between CV Reit, Inc., Cenvill Development
Corp. and certain subsidiaries and affiliates thereof.
(Incorporated by reference to Exhibit (10)(v) to the
Annual Report on Form 10-K of the Company for the
fiscal year ended July 31, 1993.)
(10)(v) 1992 Stock Option Plan of Hilcoast Development Corp.
(Incorporated by reference to Exhibit 10(j) to Form
10 Registration Statement as filed with the Commission
on August 12, 1992.)
(10)(vi) Proposal for the Acquisition of Certain Assets, dated
June 19, 1992, by and among CV Reit, Inc., Cenvill
Development Corp. and certain subsidiaries and
affiliates thereof. (Incorporated by reference to
Exhibit 10(k) to Form 10 Registration Statement as
filed with the Commission on August 12, 1992.)
(10)(vii) Order granting Motion of Debtor's [sic] for Approval
of Sale of Assets dated July 17, 1992. (Incorporated
by reference to Exhibit 10(l) to Form 10 Registration
Statement as filed with the Commission on August 12,
1992.)
(10)(viii) $1.35 million Promissory Note, dated August 27, 1993,
from NewCen Communities, Inc. to CV Reit, Inc.;
Mortgage Deed securing such Note; Addendum to Mortgage
Deed and side letter between NewCen Communities, Inc.
and CV Reit, Inc. (Incorporated by reference to
Exhibit (10)(xiv) to the Annual Report on Form 10-K of
the Company for the fiscal year ended July 31, 1993.)
(10)(ix) $3.0 million Promissory Note, dated September 30,
1993, from NewCen Communities, Inc. to CV Reit, Inc.;
Mortgage Deed securing such Note; Rider to Mortgage
Deed and side letter between NewCen Communities, Inc.
and CV Reit, Inc. (Incorporated by reference to
Exhibit (10)(xv) to the Annual Report on Form 10-K of
the Company for the fiscal year ended July 31, 1993.)
(10)(x) Form of Indemnification Agreement between Hilcoast
Development Corp. and each of its Directors and
Executive Officers. (Incorporated by reference to
Exhibit 10(u) to Form 10 Registration Statement as
filed with the Commission on August 12, 1992.)
(10)(xi) Employment Letters, each dated September 18, 1992,
between Hilcoast Development Corp. and each of its
Executive Officers, Michael S. Rubin, Jack Jaiven,
Harold Cohen, Michael A. Rich, James A. Geddes and
Antoinette Gleeson. (Incorporated by reference to
Exhibit 10(w) to Form 10 Registration Statement as
filed with the Commission on August 12, 1992.)
(10)(xii) $2.5 million Future Advance Promissory Note, dated as
of September 15, 1994, from NewCen Communities, Inc.
to CV Reit, Inc.; Notice and Agreement of Future
Advance and side letter between NewCen Communities,
Inc. and CV Reit, Inc. (Incorporated by reference to
Exhibit 10(xxviii) to the Annual Report on Form 10-K
of the Company for the fiscal year ended July 31,
1994.)
(10)(xiii) $750,000 Promissory Note, dated as of September 15,
1994, from NewCen Communities, Inc. to H. Irwin Levy
and side letter between NewCen Communities, Inc. and
H. Irwin Levy. (Incorporated by reference to Exhibit
10(xxix) to the Annual Report on Form 10-K of the
Company for the fiscal year ended July 31, 1994.)
(10)(xiv) Agreement to Sell Real Estate, dated July 14, 1993,
First Amendment to Agreement to Sell Real Estate dated
August 2, 1993, between NewCen East, Inc. and Tract F
Land, Inc., and Assignment of these agreements from
NewCen East, Inc. to NewCen Communities, Inc., dated
August 3, 1993. (Incorporated by reference to Exhibit
(10)(xxvii) to the Annual Report on Form 10-K of the
Company for the fiscal year ended July 31, 1993.)
(10)(xv) Letter Agreement, dated February 6, 1995, from CV
Reit, Inc. to NewCen Communities, Inc. extending the
maturity date of the following note to July 31, 1996:
$2.5 million Future Advance Promissory Note dated
September 15, 1994 from NewCen Communities, Inc. in
favor of CV Reit, Inc. (Incorporated by reference to
Exhibit 10(i) to the Quarterly Report on Form 10-Q of
the Company for the quarter ended January 31, 1995.)
(10)(xvi) Letter Agreement, dated February 6, 1995, from CV
Reit, Inc. to NewCen Communities, Inc., extending the
maturity date of the following note, as previously
extended, to December 31, 1996: $3 million Promissory
Note dated September 30, 1993 from NewCen Communities,
Inc. in favor of CV Reit, Inc., as extended by certain
letter agreement dated September 30, 1994.
(Incorporated by reference to Exhibit 10(ii) to the
Quarterly Report on Form 10-Q of the Company for the
quarter ended January 31, 1995.)
(10)(xvii) Letter Agreement, dated February 17, 1995, between
NewCen Communities, Inc. and CV Reit, Inc., advancing
an additional $2 million under the existing
Construction Loan. (that certain Promissory Note in
the original principal amount of $3 million dated
September 30, 1993 from NewCen Communities, Inc. in
favor of CV Reit, Inc.). (Incorporated by reference
to Exhibit 10(i) to the quarterly report on Form 10-Q
of the Company for the quarter ended April 30, 1995.)
(10)(xviii) $5 million Promissory Note, dated March 31, 1995, from
C.V.P. Community Center, Inc. to Hilcoast Development
Corp. and Mortgage Deed securing such Note.
(Incorporated by reference to Exhibit 10(ii) to the
quarterly report on Form 10-Q of the Company for the
quarter ended April 30, 1995.)
(10)(xix) Allonge, dated March 31, 1995, which assigns the $5
million Promissory Note, dated March 31, 1995, from
Hilcoast Development Corp. to CV Reit, Inc.
(Incorporated by reference to Exhibit 10(iii) to the
quarterly report on Form 10-Q of the Company for the
quarter ended April 30, 1995.)
(10)(xx) Extension Agreement, dated April 28, 1995, extending
the maturity date of the following Note to May 1,
1996: $750,000 Promissory Note, dated September 15,
1994, from NewCen Communities, Inc. to H. Irwin Levy.
(Incorporated by reference to Exhibit 10(iv) to the
quarterly report on Form 10-Q of the Company for the
quarter ended April 30, 1995.)
(10)(xxi) Second Extension Agreement, dated May 1, 1996,
extending the maturity date of the following Note to
May 1, 1997: $750,000 Promissory Note, dated
September 15, 1994, from NewCen Communities, Inc. to
H. Irwin Levy. (Incorporated by reference to Exhibit
10(i) to the quarterly report on Form 10-Q of the
Company for the quarter ended April 30, 1996.)
(10)(xxii) $4 million Promissory Note dated August 11, 1995, from
NewCen Communities, Inc. to CV Reit, Inc., Mortgage
Securing such Note and side letters between NewCen
Communities, Inc. and CV Reit, Inc.
(10)(xxiii) Letter Agreement dated August 11, 1995, from CV Reit,
Inc. to NewCen Communities, Inc. extending the
maturity date of the following Note to May 31, 1997:
$3 million Promissory Note dated September 30, 1993
from NewCen Communities, Inc. in favor of CV Reit,
Inc.
(10)(xxiv) Letter Agreement dated August 11, 1995 from CV Reit,
Inc. to NewCen Communities, Inc. extending the
maturity date of the following Note to May 31, 1997:
$2.5 million Future Advance Promissory Note dated
September 15, 1994 from NewCen Communities, Inc. to
CV Reit, Inc.
(10)(xxv) Letter Agreements between Hilcoast Advisory Services,
Inc. and CV Reit, Inc., dated July 11, 1994 and August
3, 1995, extending the Consulting and Advisory
Agreement to July 31, 1995 and July 31, 1996,
respectively.
(10)(xxvi) Letter Agreement between Hilcoast Advisory Services,
Inc. and CV Reit, Inc., dated July 12, 1996, extending
the Consulting and Advisory Agreement to July 31,
1997.
(10)(xxvii) 1995 Stock Option Plan of Hilcoast Development Corp.
(Incorporated by reference to the Company's 1995
Definitive Proxy Statement.)
(10)(xxviii) Letter from H. Irwin Levy to the Board of
Directors, dated August 9, 1996, contemplating a
merger of the Company and a newly formed
acquisition company to be organized by Mr. Levy,
pursuant to which each of the Company's outstanding
shares of Common Stock (other than those held by
Mr. Levy's acquisition corporation) would be
converted into $6.00 cash.
(11) Statement Regarding Computation of Earnings Per Share
(21) Subsidiaries of Hilcoast Development Corp.
(27) Financial Data Schedule.
(b) Reports on Form 8-K:
No reports on Form 8-K were filed during the quarter
ended July 31, 1996.
SIGNATURES
Pursuant to the requirements of Section 13 and 15(d) of the
Securities Exchange Act of 1934, this report has been signed below
by the following person on behalf of the Registrant and in the
capacity and on the date indicated.
HILCOAST DEVELOPENT CORP.
/s/ Jack Jaiven
Jan. 16, 1997 By:_______________________________________
Jack Jaiven, Executive Vice President
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the Registrant and in the capacities and on the dates
indicated.
/s/ H. Irwin Levy
Jan. 16, 1997 By:________________________________________
H. Irwin Levy, Chairman of the Board
of Directors (Chief Executive Officer)
/s/ Michael S. Rubin
Jan. 16, 1997 By:________________________________________
Michael S. Rubin, President and Director
(Principal Executive Officer)
/s/ Jack Jaiven
Jan. 16, 1997 By:_______________________________________
Jack Jaiven, Executive Vice President
and Director (Principal Financial
Officer and Principal Accounting
Officer)
/s/ Bernard R. Green
Jan. 16, 1997 By:_______________________________________
Bernard R. Green, Director
/s/ Joseph D. Weingard
Jan. 16, 1997 By:_______________________________________
Joseph D. Weingard, Director
