<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(x) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1997
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number 33-89076
WEITZER HOMEBUILDERS INCORPORATED
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Florida 65-0502494
--------------------------------------------------------------------
(State or other jurisdiction of (IRS Employer I.D. No.)
incorporation or organization)
5901 N.W. 151st Street, Suite 120, Miami Lakes, FL 33014-2428
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(305) 819-4663
------------------------------------------
(Registrant's telephone number,
including area code)
Indicate by check mark whether the registrant (1) filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:
<TABLE>
<CAPTION>
Outstanding at
Class April 30, 1997
----- --------------
<S> <C>
Class A Common Stock, $.01 Par Value 2,360,254
Class B Common Stock, $.01 Par Value 1,500,000
</TABLE>
<PAGE>
INDEX TO FORM 10-Q
<TABLE>
<CAPTION>
Page
----
No.
---
<S> <C>
PART I FINANCIAL INFORMATION
Item 1 Financial Statements
Consolidated Balance Sheets - 3
March 31, 1997 (unaudited) and September 30, 1996
Consolidated Statements of Operations -
Three and Six Months Ended March 31, 1997 and 1996 (unaudited) 4
Consolidated Statements of Cash Flows -
Three and Six Months Ended March 31, 1997 and 1996 (unaudited) 5
Notes to Consolidated Financial Statements 6
Item 2 Management's Discussion and Analysis of Financial Condition
and Results of Operations 8
PART II OTHER INFORMATION 13
Item 6 Exhibits and Reports on Form 8-K 13
SIGNATURES 13
</TABLE>
2
<PAGE>
WEITZER HOMEBUILDERS INCORPORATED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
March 31, September 30,
1997 1996
------------------ ---------------
ASSETS (Unaudited)
- ------
<S> <C> <C>
Cash $ 394,440 $ 1,521,799
Restricted escrow funds 1,622,535 1,666,121
Advances for future projects 2,185,328 1,945,277
Construction-in-progress 36,675,840 31,505,383
Model furnishings, net of accumulated depreciation
of $348,756 and $238,640, respectively 758,098 870,251
Deferred loan costs net of accumulated amortization
of $881,162 and $752,030, respectively 476,096 628,480
Goodwill, net of accumulated amortization
of $69,177 and $40,552, respectively 360,196 388,821
Other assets 1,183,230 1,147,656
------------------ ---------------
$ 43,655,763 $ 39,673,788
================== ===============
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
Customer deposits $ 1,622,535 $ 1,666,121
Accounts payable and accrued liabilities 3,507,602 2,575,315
Acquisition, development and construction loans payable 26,576,872 23,164,507
10% bonds payable, net of discount 3,479,750 3,371,650
5% debentures 285,000 1,185,000
Notes and loans payable 378,088 417,186
------------------ ---------------
35,849,847 32,379,779
------------------ ---------------
Commitments and contingencies
Shareholders' equity:
Preferred stock, $.01 par, 5,000,000 shares authorized,
none issued and outstanding - -
Class A common stock, $.01 par, 40,000,000 shares authorized,
2,360,254 shares issued and outstanding 23,603 23,603
Class B common stock, $.01 par, 1,500,000 shares authorized,
1,500,000 shares issued and outstanding 15,000 15,000
Additional paid-in capital 10,330,950 10,330,950
Accumulated deficit (2,563,637) (3,075,544)
------------------ ---------------
7,805,916 7,294,009
------------------ ---------------
$ 43,655,763 $ 39,673,788
================== ===============
</TABLE>
See notes to consolidated financial statements
3
<PAGE>
WEITZER HOMEBUILDERS INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
March 31, March 31,
------------------------------------- ----------------------------------
1997 1996 1997 1996
----------------- ---------------- ---------------- --------------
<S> <C> <C> <C> <C>
Revenues:
Sales of homes $ 10,512,426 $ 7,041,483 $ 22,634,142 $ 14,480,544
Interest income 47,287 28,489 89,633 52,487
Other income 53,862 45,093 108,024 95,560
----------------- ---------------- ---------------- --------------
10,613,575 7,115,065 22,831,799 14,628,591
----------------- ---------------- ---------------- --------------
Operating costs and expenses:
Costs of homes sold 8,861,069 6,253,127 19,479,401 12,773,561
Selling expenses 1,059,358 455,412 1,734,041 999,055
General and administrative expenses 393,667 522,957 794,736 938,221
Depreciation and amortization 173,084 88,096 255,082 187,236
Amortization of goodwill 14,313 7,156 28,625 14,312
Interest expense 6,803 10,295 28,007 19,550
----------------- ---------------- ---------------- --------------
10,508,294 7,337,043 22,319,892 14,931,935
----------------- ---------------- ---------------- --------------
Income (loss) from operations before
income taxes 105,281 (221,978) 511,907 (303,344)
Income tax (benefit) - (82,000) - (112,000)
----------------- ---------------- ---------------- --------------
Net income (loss) $ 105,281 $ (139,978) $ 511,907 $ (191,344)
================= ================ ================ ==============
Net income (loss) per common share $ .03 $ (0.04) $ 0.13 $ (0.05)
================= ================ ================ ==============
Dividends per Class A common share $ - $ 0.05 $ - $ 0.09
================= ================ ================ ==============
Weighted average number of common
shares outstanding 3,860,254 3,750,026 3,860,254 3,640,750
================= ================ ================ ==============
</TABLE>
See notes to consolidated financial statements
4
<PAGE>
WEITZER HOMEBUILDERS INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
March 31,
-------------------------------------
1997 1996
----------------- ----------------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 511,907 $ (191,344)
----------------- ----------------
Adjustments to reconcile net income (loss) to net cash
from operating activities:
Deferred income taxes - (112,000)
Other non-cash charges 431,409 303,190
Changes in assets and liabilities:
Restricted escrow funds 43,586 (297,045)
Construction in progress (5,170,457) (4,665,378)
Other assets (67,722) (445,641)
Customer deposits (43,586) 641,227
Other liabilities 932,287 (1,209,184)
----------------- ----------------
(3,874,483) (5,784,831)
----------------- ----------------
Net cash used in operating activities (3,362,576) (5,976,175)
----------------- ----------------
Cash flows from investing activities:
Purchase of model furnishings 2,001 (62,481)
Advances for future projects (240,051) (441,976)
----------------- ----------------
Net cash used in investing activities (238,050) (504,457)
----------------- ----------------
Cash flows from financing activities:
Acquisition, development and construction loan borrowings 20,602,466 18,073,835
Notes payable borrowings 57,028 -
Payments on 5% debentures (900,000) 650,000
Payments on acquisition, development and construction loans (17,190,101) (11,946,004)
Payments on notes payable (96,126) (104,131)
Dividend to shareholders - (330,305)
----------------- ----------------
Net cash provided by financing activities 2,473,267 6,343,395
----------------- ----------------
Net decrease in cash (1,127,359) (137,237)
Cash, beginning of period 1,521,799 1,622,882
----------------- ----------------
Cash, end of period $ 394,440 $ 1,485,645
================= ================
Cash paid during the period for interest, net of
amounts capitalized $ 28,007 $ 19,550
================= ================
</TABLE>
See notes to consolidated financial statements
5
<PAGE>
WEITZER HOMEBUILDERS INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION AND BUSINESS
Weitzer Homebuilders Incorporated (the "Company") was incorporated under
the laws of the State of Florida in June 1994, and engages, through its wholly-
owned subsidiaries, in the design, construction and sale of moderately-priced
single-family residences and townhouses in Dade and Broward counties in
Southeast Florida.
The consolidated financial statements included herein have been prepared by
the Company pursuant to the rules and regulation of the Securities and Exchange
Commission for interim financial information. As such these financial statements
do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. These
statements should be read in conjunction with the financial statements and
related footnotes included in the Company's Form 10-K for the year ended
September 30, 1996, filed with the Securities and Exchange Commission.
The consolidated balance sheet of the Company as of September 30, 1996, is
audited. The other consolidated financial statements are unaudited, but in the
opinion of management, contain all adjustments (consisting of normal recurring
adjustments) necessary to present fairly the consolidated balance sheet as of
March 31, 1997, and the related consolidated statements of income and cash flows
for the six months ended March 31, 1997. Operating results for the three and six
months ended March 31, 1997, are not necessarily indicative of the results that
will be achieved for the full fiscal year.
NOTE 2 - INCOME TAXES
The Company's income tax provision (benefit) for the six months ended March
31, 1997 and 1996, is summarized as follows:
<TABLE>
<CAPTION>
Current: 1997 1996
--------------- ---------------
<S> <C> <C>
Federal $ 192,000 $ -
State - -
Deferred:
Federal - (112,000)
State - -
Reduction in valuation allowance (192,000) -
--------------- ---------------
Total income tax provision (benefit) $ - $ (112,000)
=============== ===============
</TABLE>
6
<PAGE>
WEITZER HOMEBUILDERS INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 - INCOME TAXES (CONTINUED)
Reconciliation of the differences between income taxes (benefits)
computed at federal statutory rates and the Company's actual recorded provision
(benefit) for income taxes are as follows:
<TABLE>
<CAPTION>
1997 1996
-------------- -------------
<S> <C> <C>
Expected tax benefit at Federal statutory rate 34.0% (34.0%)
Increase in State income tax (benefit), net 3.6 (3.6)
Reduction in valuation allowance (37.6%) -
-------------- -------------
- (37.6%)
============== =============
</TABLE>
The primary temporary differences comprising the Company's deferred tax
asset are net operating loss carryforwards. As of March 31, 1997, the Company
had net operating losses of approximately $1,448,000 which have been offset by a
valuation allowance. These carryforwards will expire through the year 2011.
NOTE 3 - SUBSEQUENT EVENT
Subsequent to March 31, 1997, the Company's revolving credit facility with
Residential Funding Corporation (RFC) was increased to $34.2 million (which may
be increased to $50.0 million by the mutual consent of the parties) and is to be
used for the acquisition, development and construction of new residential
projects. RFC approved a borrowing of $8.6 million under the RFC credit facility
to be used for the Weitzer at Malibu Bay project.
7
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
This discussion should be read in conjunction with the Notes to the
Consolidated Financial Statements contained herein and Management's Discussion
and Analysis of Financial Condition and Results of Operations appearing in the
Company's Form-10K for the year ended September 30, 1996. Management of the
Company believes that quarterly comparisons may not give a true indication of
overall trends and changes in the Company's operations. The Company's sales and
net income are subject to significant variability based on, among other things,
the phase of development of its projects, the cyclical nature of the
homebuilding industry, changes in governmental regulations, changes in
prevailing interest rates, changes in the costs of materials and labor and other
economic factors.
Except for the historical information contained herein, the matters
discussed in this Form 10-Q are forward looking statements which involve risks
and uncertainties, including, but not limited to, economic, competitive,
governmental, and technological factors affecting the Company's operations,
markets, products, services, and prices and other factors discussed in the
Company's other filings with the Securities and Exchange Commission.
Results of Operations
General
- -------
The following table sets forth for the periods presented certain items
of the Company's consolidated financial statements expressed as a percentage of
their respective total revenues:
<TABLE>
<CAPTION>
Percentage of Total Revenues
----------------------------------------------------------------------
Three Months Ended Six Months Ended
March 31, March 31,
---------------------------------- ---------------------------------
1997 1996 1997 1996
---------------- ---------------- --------------- ---------------
<S> <C> <C> <C> <C>
Revenues 100.0% 100.0% 100.0% 100.0%
Cost of homes sold 83.5 87.9 85.3 87.3
Selling, general and
administrative expenses 13.7 13.8 11.1 13.2
Net income (loss) 1.0 (2.0) 2.2 (1.3)
</TABLE>
8
<PAGE>
Backlog and Available Lots for Sale or Under Option or Contract. The following
table sets forth the Company's backlog, the available lots for sale and the
available lots for construction for the periods presented. The backlog consists
of homes under sales contracts and includes homes under construction, as well as
homes which have been sold but not started. At March 31,1997, approximately 62%
of the homes in backlog were under construction. The backlog increased 23% from
282 homes at September 30, 1996, to 348 homes at March 31, 1997. The available
lots for sale refer to the number of lots the Company has acquired which it
plans to construct homes on and excludes homes under sales contracts included in
backlog. The available lots under option or contract refer to the number of lots
as to which the Company has an option or a contract to acquire, but whose
acquisition has not closed. The available lots under option or contract reflect
the lots for projects which are currently being developed or are currently
planned for future development. There can be no assurances that settlements of
homes subject to sales contracts will occur or that all of the available lots
for sale will be built on, or that the available lots under option or contract
will be acquired or built on.
Backlog of Homes, Available Lots for Sale and Available Lots Under Option or
- ----------------------------------------------------------------------------
Contract
- --------
<TABLE>
<CAPTION>
March 31, September 30, March 31,
1997 1996 1996
---------------------- ------------------------------------------------
<S> <C> <C> <C>
Number of homes in backlog 348 282 272
Aggregate sales value of
homes in backlog $ 39,622,000 $ 33,405,000 $ 31,691,000
Available lots for sale 663 583 715
Available lots under option
or contract 588 943 963
</TABLE>
Comparison of the Three Months Ended March 31, 1997 and 1996
- -------------------------------------------------------------
The Company's revenues from home sales were approximately $10.5 million
for the three months ended March 31, 1997, as compared to approximately $7.0
million for the three months ended March 31, 1996. The increase is attributed to
an overall increase in the volume of home sales during the three months ended
March 31, 1997, compared to the same period in 1996. For the three months ended
March 31, 1997, there was a 76.4% increase in the number of homes delivered (to
97 from 55) compared to the three months ended March 31, 1996. For the three
months ended March 31, 1997, the average selling price of the homes delivered
decreased 15.3% (to $108,376 from $128,027) compared to the three months ended
March 31, 1996, which decrease is attributable to the change in the Company's
overall product mix. The higher volume of home sales for the three months ended
March 31, 1997, reflected the fact
9
<PAGE>
that the Company was in the early development stage of certain projects such as
Weitzer at Harmony Lakes, The Hammocks at Riverglen, and Serena Lakes Patio
Homes and Serena Lakes Townhomes during the three months ended March 31, 1996
and, accordingly, there were fewer recorded closings.
The Company's costs of homes sold were approximately $8.9 million for the
three months ended March 31, 1997, as compared to approximately $6.3 million for
the three months ended March 31, 1996. The increase is attributed primarily to
an increase in the volume of homes sold. Cost of homes sold as a percentage of
homes sales decreased to 84.3% during the three months ended March 31, 1997,
from 88.8% for the three months ended March 31, 1996. This decrease reflects a
change in estimated cost to complete for certain projects that have substantial
sales and sales contracts through and including the three months ended March 31,
1997 and a change in the Company's overall product mix.
Selling, general and administrative ("SG&A") expenses were approximately
$1.5 million for the three months ended March 31, 1997, as compared to
approximately $978,000 for the three months ended March 31, 1996. SG&A expenses
as a percentage of total revenues decreased from 13.8% during the three months
ended March 31, 1996, to 13.7% for the three months ended March 31, 1997. The
decrease was primarily attributable to the increase in home sales for the
period.
Net income was approximately $105,000 during the three months ended March
31, 1997, as compared to a net loss of approximately $140,000 during the three
months ended March 31, 1996. The increase is attributed to the increase in home
sales.
Comparison of the Six Months Ended March 31, 1997 and 1996
- ----------------------------------------------------------
The Company's revenues from home sales were approximately $22.6 million for
the six months ended March 31, 1997, as compared to approximately $14.5 million
for the six months ended March 31, 1996. The increase is attributed to an
overall increase in the volume of home sales during the six months ended March
31, 1997, compared to the same period in 1996. For the six months ended March
31, 1997, there was a 83.8% increase in the number of homes delivered (to 204
from 111) compared to the six months ended March 31, 1996. For the six months
ended March 31, 1997, the average selling price of the homes delivered decreased
14.9% (to $110,952 from $130,455) compared to the six months ended March 31,
1996, which decrease is attributable to the change in the Company's overall
product mix. The higher volume of home sales for the six months ended March 31,
1997, reflected the fact that the Company was in the early development stage of
certain projects such as Weitzer at Harmony Lakes, The Hammocks at Riverglen,
and Serena Lakes Patio Homes and Serena Lakes Townhomes during the six months
ended March 31, 1996, and, accordingly, there were fewer recorded closings.
10
<PAGE>
The Company's costs of homes sold were approximately $19.5 million for the
six months ended March 31, 1997, as compared to approximately $12.8 million for
the six months ended March 31, 1996. The increase is attributed primarily to an
increase in the volume of homes sold. Cost of homes sold as a percentage of
homes sales decreased to 86.1% for the six months ended March 31, 1997, from
88.2% for the six months ended March 31, 1996. This decrease reflects a change
in estimated cost to complete certain projects that have substantial sales and
sales contracts through and including the six months ended March 31, 1997 and a
change in the Company's overall product mix.
Selling, general and administrative ("SG&A") expenses were approximately
$2.5 million for the six months ended March 31, 1997, as compared to
approximately $1.9 million for the six months ended March 31, 1996. SG&A
expenses as a percentage of total revenues decreased from 13.2% during the six
months ended March 31, 1996, to 11.1% for the six months ended March 31, 1997.
The decrease was primarily attributable to the increase in home sales for the
period.
Net income was approximately $512,000 during the six months ended March 31,
1997, as compared to a net loss of approximately $191,000 during the six months
ended March 31, 1996. The increase is attributed to the increase in home sales.
Liquidity and Capital Resources
General. On March 31, 1997 the Company had borrowings from banks and third
parties aggregating approximately $30.7 million. The Company believes that it
will be able to fund its operations in the next twelve months from cash on hand,
cash flows from operations and construction financing.
At March 31, 1997, the Company had an aggregate of $8.2 million of
available credit under two lines of credit with a bank, which the Company may
use to finance the construction and development of homes at the Weitzer at
Serena Lakes Patio Homes project, Fiesta at Serena Lakes Estates project and
Serena Lakes Townhomes project.
Cash Flows. During the six months ended March 31, 1997, the Company had
approximately $3.4 million of net cash used in operating activities, primarily
as a result of the increase in construction in progress relating to the
Company's planned Serena Lakes Townhomes Phase III project (Lago del Sol),
Weitzer at Forest Lakes and for the model buildings at Weitzer at Malibu Bay.
During that period, the Company had net cash provided by financing activities of
approximately $2.5 million, arising principally from an increase in acquisition,
development and construction loan borrowings relating to the Company's planned
Serena Lakes Townhomes Phase III project (Lago del Sol) and Weitzer at Forest
Lakes .
11
<PAGE>
Subsequent to March 31, 1997, Residential Funding Corporation (RFC)
approved a borrowing of $8.6 million under the RFC credit facility to be used
for the Weitzer at Malibu Bay project.
12
<PAGE>
PART II. OTHER INFORMATION
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) The Company has not filed a report on Form 8-K during the quarter for which
this report is being filed.
SIGNATURES
----------
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: May 13, 1997 /s/ Harry Weitzer
----------------------------
Harry Weitzer, President
(Principal Executive Officer)
Date: May 13, 1997 /s/ Timothy S. Hart
----------------------------
Timothy S. Hart
Corporate Controller
(Principal Accounting Officer)
13
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-START> OCT-01-1996
<PERIOD-END> MAR-31-1997
<CASH> 2,016,975
<SECURITIES> 0
<RECEIVABLES> 2,185,328
<ALLOWANCES> 0
<INVENTORY> 36,675,840
<CURRENT-ASSETS> 2,019,522
<PP&E> 1,106,854
<DEPRECIATION> 348,756
<TOTAL-ASSETS> 43,655,763
<CURRENT-LIABILITIES> 32,085,097
<BONDS> 3,764,750
0
0
<COMMON> 38,603
<OTHER-SE> 7,767,313
<TOTAL-LIABILITY-AND-EQUITY> 43,655,763
<SALES> 22,634,142
<TOTAL-REVENUES> 22,831,799
<CGS> 19,479,401
<TOTAL-COSTS> 27,213,442
<OTHER-EXPENSES> 1,078,443
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 28,007
<INCOME-PRETAX> 511,907
<INCOME-TAX> 0
<INCOME-CONTINUING> 511,907
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 511,907
<EPS-PRIMARY> .13
<EPS-DILUTED> .13
</TABLE>
