<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 June 30, 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 Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES X NO
-- --
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:
Outstanding at
Class July 31, 1997
----- -------------
Class A Common Stock, $.01 Par Value 2,360,254
Class B Common Stock, $.01 Par Value 1,500,000
<PAGE>
INDEX TO FORM 10-Q
<TABLE>
<CAPTION>
Page
No.
----
<S> <C> <C>
PART I FINANCIAL INFORMATION
Item 1 Financial Statements
Consolidated Balance Sheets -
June 30, 1997 (unaudited) and September 30, 1996 3
Consolidated Statements of Operations -
Three and Nine Months Ended June 30, 1997 and 1996 (unaudited) 4
Consolidated Statements of Cash Flows -
Three and Nine Months Ended June 30, 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>
June 30, September 30,
ASSETS 1997 1996
- ------ ----------------- -----------------
(Unaudited)
<S> <C> <C>
Cash $ 1,293,764 $ 1,521,799
Customer escrow funds 1,470,869 1,666,121
Advances for future projects 749,925 1,945,277
Construction-in-progress 39,999,513 31,505,383
Model furnishings, net of accumulated depreciation
of $403,952 and $238,640, respectively 812,597 870,251
Deferred loan costs net of accumulated amortization
of $965,511 and $752,030, respectively 391,747 628,480
Goodwill, net of accumulated amortization
of $83,489 and $40,552, respectively 345,883 388,821
Other assets 1,137,837 1,147,656
----------------- -----------------
$ 46,202,125 $ 39,673,788
================= =================
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
Customer deposits $ 1,470,869 $ 1,666,121
Accounts payable and accrued liabilities 2,446,563 2,575,315
Acquisition, development and construction loans payable 30,118,114 23,164,507
10% bonds payable, net of discount 3,533,800 3,371,650
5% debentures 285,000 1,185,000
Notes and loans payable 333,101 417,186
----------------- -----------------
38,187,447 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 (2,354,875) (3,075,544)
----------------- -----------------
8,014,678 7,294,009
----------------- -----------------
$ 46,202,125 $ 39,673,788
================= =================
</TABLE>
See notes to consolidated financial statements
3
<PAGE>
WEITZER HOME BUILDERS INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
June 30, June 30,
-------------------------------- --------------------------------
1997 1996 1997 1996
--------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
Revenues:
Sales of homes $ 17,108,391 $ 12,418,278 $ 39,742,533 $ 26,898,822
Interest income 46,902 61,270 136,535 113,757
Other income 13,849 100,207 121,873 195,767
--------------- --------------- --------------- ---------------
17,169,142 12,579,755 40,000,941 27,208,346
--------------- --------------- --------------- ---------------
Operating costs and expenses:
Costs of homes sold 15,181,847 10,920,709 34,661,248 23,694,270
Selling expenses 1,110,234 635,090 2,844,275 1,634,145
General and administrative expenses 532,712 566,586 1,327,448 1,504,807
Depreciation and amortization 103,969 108,156 359,051 295,392
Amortization of goodwill 14,312 7,157 42,937 21,469
Interest expense 17,306 22,836 45,313 42,386
--------------- --------------- --------------- ---------------
16,960,380 12,260,534 39,280,272 27,192,469
--------------- --------------- --------------- ---------------
Income from operations before
income taxes 208,762 319,221 720,669 15,877
Income tax - 117,900 - 5,900
--------------- --------------- --------------- ---------------
Net income $ 208,762 $ 201,321 $ 720,669 $ 9,977
=============== =============== =============== ===============
Net income per common share $ 0.05 $ 0.05 $ 0.19 $ 0.00
=============== =============== =============== ===============
Dividends per Class A common share $ - $ 0.05 $ - $ 0.14
=============== =============== =============== ===============
Weighted average number of common
shares outstanding 3,860,254 3,835,624 3,860,254 3,633,282
=============== =============== =============== ===============
</TABLE>
See notes to consolidated financial statements
4
<PAGE>
WEITZER HOMEBUILDERS INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
June 30,
----------------------------------
1997 1996
--------------- ---------------
<S> <C> <C>
Cash flows operating activities:
Net income $ 720,669 $ 9,977
--------------- ---------------
Adjustments to reconcile net income to net cash
from operating activities:
Deferred income taxes - 5,900
Other non-cash charges 686,134 392,199
Changes in assets and liabilities:
Restricted escrow funds 195,252 303,449
Construction in progress (8,494,130) (3,430,867)
Other assets (71,145) (290,143)
Customer deposits (195,252) 546,751
Other liabilities (128,752) (1,428,720)
--------------- ---------------
(8,005,893) (3,901,431)
--------------- ---------------
Net cash used in operating activities (7,285,224) (3,891,454)
--------------- ---------------
Cash flows from investing activities:
Purchase of model furnishings (107,695) (165,581)
Advances for future projects 1,195,352 1,604,220
--------------- ---------------
Net cash provided by (used in) investing activities 1,087,657 1,769,801
--------------- ---------------
Cash flows from financing activities:
Acquisition, development and construction loan borrowings 37,659,286 26,669,658
Notes payable borrowings 57,028 -
Payments on 5% debentures (900,000) 1,881,646
Payments on acquisition, development and construction loans (30,705,679) (21,247,101)
Payments on notes payable (141,113) (99,654)
Dividend to shareholders - (495,459)
--------------- ---------------
Net cash provided by financing activities 5,969,522 6,709,090
--------------- ---------------
Net decrease in cash (228,045) 1,047,835
Cash, beginning of period 1,521,799 1,622,882
--------------- ---------------
Cash, end of period $ 1,293,754 $ 2,670,717
=============== ===============
Cash paid during the period for interest, net of
amounts capitalized $ 45,313 $ 51,655
=============== ===============
</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 June 30, 1997, and the related consolidated statements of income and
cash flows for the nine months ended June 30, 1997. Operating results for the
three and nine months ended June 30, 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 for the nine months ended June 30,
1997 and 1996, is summarized as follows:
<TABLE>
<CAPTION>
Current: 1997 1996
------------ ----------------
<S> <C> <C>
Federal $ 250,000 $ -
State - -
Deferred:
Federal - 5,900
State - -
Reduction in valuation allowance (250,000) -
------------ ----------------
Total income tax provision $ - $ 5,900
============ ================
</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 computed at
federal statutory rates and the Company's actual recorded provision 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, net 3.6 3.2
Reduction in valuation allowance (37.6%) -
----------- -----------
- 37.2%
=========== ===========
</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 a tax asset of $1,448,000 associated with net operating losses which has
been offset by a valuation allowance. These carryforwards will expire through
the year 2011.
NOTE 3 - ACQUISITION, DEVELOPMENT AND CONSTRUCTION LOANS PAYABLE
On June 30, 1997, the Company's revolving credit facility with a financial
institution was increased to $50 million and is to be used for the acquisition,
development and construction of new residential projects. The financial
institution approved a borrowing of $6.6 million under the existing credit
facility to be used for the Company's new Los Castillos at Windor Palms 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 10-K 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 June 30, Nine Months Ended June 30,
---------------------------------- ---------------------------------
1997 1996 1997 1996
---------------- ---------------- --------------- ---------------
<S> <C> <C> <C> <C>
Revenues 100.0% 100.0% 100.0% 100.0%
Cost of homes sold 88.4 86.8 86.7 87.1
Selling, general and administrative
expenses 9.6 9.5 10.4 11.5
Net income 1.2 1.6 1.8 0.1
</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 June 30, 1997, approximately 72%
of the homes in backlog were under construction. The backlog increased 9% from
282 homes at September 30, 1996, to 308 homes at June 30, 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>
June 30, September 30, 1996 June 30,
1997 1996
---------------------- ------------------------------------------------
<S> <C> <C> <C>
Number of homes in backlog 308 282 254
Aggregate sales value of homes in
backlog $ 34,657,000 $ 33,405,000 $ 28,998,000
Available lots for sale 784 583 685
Available lots under option or
contract 463 943 963
</TABLE>
Comparison of the Three Months Ended June 30, 1997 and 1996
- -----------------------------------------------------------
The Company's revenues from home sales were approximately $17.1 million
for the three months ended June 30, 1997, as compared to approximately $12.4
million for the three months ended June 30, 1996. The increase is attributed to
an overall increase in the volume of home sales during the three months ended
June 30, 1997, compared to the same period in 1996. For the three months ended
June 30, 1997, there was a 47.0% increase in the number of homes delivered (to
147 from 100) compared to the three months ended June 30, 1996. For the three
months ended June 30, 1997, the average selling price of the homes delivered
decreased 6.3% (to $116,384 from $124,183) compared to the three months ended
June 30, 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
June 30, 1997 as compared to the
9
<PAGE>
corresponding period of the prior year, 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 three months ended June 30, 1996 and, accordingly, there
were fewer recorded closings.
The Company's costs of homes sold were approximately $15.2 million for
the three months ended June 30, 1997, as compared to approximately $10.9 million
for the three months ended June 30, 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 increased to 88.7% during the three months ended June 30, 1997,
from 87.9% for the three months ended June 30, 1996. This increase reflects a
change in the Company's overall product mix.
Selling, general and administrative ("SG&A") expenses were
approximately $1.6 million for the three months ended June 30, 1997, as compared
to approximately $1.2 million for the three months ended June 30, 1996. The
increase is attributed to an overall increase in the volume of home sales during
the three months ended June 30, 1997, compared to the same period in 1996. SG&A
expenses as a percentage of total revenues increased from 9.5% during the three
months ended June 30, 1996, to 9.6% for the three months ended June 30, 1997.
Net income was approximately $209,000 during the three months ended
June 30, 1997, as compared to a net income of approximately $201,000 during the
three months ended June 30, 1996. The slight increase is attributed to the
increase in the percentage of cost of home sales for the three months ended June
30, 1997 compared to the three months ended June 30, 1996.
Comparison of the Nine Months Ended June 30, 1997 and 1996
- ----------------------------------------------------------
The Company's revenues from home sales were approximately $39.7 million
for the nine months ended June 30, 1997, as compared to approximately $26.9
million for the nine months ended June 30, 1996. The increase is attributed to
an overall increase in the volume of home sales during the nine months ended
June 30, 1997, compared to the same period in 1996. For the nine months ended
June 30, 1997, there was a 66.4% increase in the number of homes delivered (to
351 from 211) compared to the nine months ended June 30, 1996. For the nine
months ended June 30, 1997, the average selling price of the homes delivered
decreased 11.2% (to $113,227 from $127,483) compared to the nine months ended
June 30, 1996, which decrease is attributable to the change in the Company's
overall product mix. The higher volume of home sales for the nine months ended
June 30, 1997 as compared to the corresponding period of the prior year,
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 nine months
ended June 30, 1996, and, accordingly, there were fewer recorded closings.
10
<PAGE>
The Company's costs of homes sold were approximately $34.7 million for
the nine months ended June 30, 1997, as compared to approximately $23.7 million
for the nine months ended June 30, 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 87.2% for the nine months ended June 30, 1997, from
88.1% for the nine months ended June 30, 1996. This decrease reflects a change
in the Company's overall product mix.
Selling, general and administrative ("SG&A") expenses were
approximately $4.2 million for the nine months ended June 30, 1997, as compared
to approximately $3.1 million for the nine months ended June 30, 1996. SG&A
expenses as a percentage of total revenues decreased from 11.5% during the nine
months ended June 30, 1996, to 10.4% for the nine months ended June 30, 1997.
The decrease was primarily attributable to the increase in home sales for the
period.
Depreciation and amortization expenses were approximately $359,051 for
the nine months ended June 30, 1997, as compared to approximately $295,392 for
the nine months ended June 30, 1996. The increase was primarily attributable to
the increase in home sales for the period.
Net income was approximately $721,000 during the nine months ended June
30, 1997, as compared to approximately $10,000 during the nine months ended June
30, 1996. The increase is attributed to the increase in home sales.
Liquidity and Capital Resources
General. On June 30, 1997, the Company had borrowings from banks and
third parties aggregating approximately $34.4 million. Except as described
below, the Company believes that it will be able to fund its operations in the
next twelve months from cash on hand, cash flows from proceeds from home
closings and construction financing.
At June 30, 1997, the Company had an aggregate of $7.3 million of
available credit under two lines of credit with a financial institution, 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.
There is no assurance that cash flow from operations or outside
financing will be available to pay off the $3.7 million 10% bonds which are
scheduled to mature on June 30, 1998. Management is currently pursuing various
alternatives to address the maturity of the bonds, although there is no
assurance that these alternatives can be achieved.
11
<PAGE>
Cash Flows. During the nine months ended June 30, 1997, the Company had
approximately $7.3 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 Los Castillos at Windor Palms project, Serena Lakes Townhomes
Phase III project (Lago del Sol), Weitzer at Forest Lakes and Weitzer at Malibu
Bay. During that period, the Company had net cash provided by financing
activities of approximately $6.0 million, arising principally from an increase
in acquisition, development and construction loan borrowings relating to the
Company's planned Los Castillos at Windor Palms project, Serena Lakes Townhomes
Phase III project (Lago del Sol) and Weitzer at Forest Lakes.
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: August 18, 1997 /s/ Harry Weitzer
-----------------------------
Harry Weitzer, President
(Principal Executive Officer)
Date: August 18, 1997 /s/ Timothy S. Hart
-----------------------------
Timothy S. Hart
Corporate Controller
(Principal Accounting Officer)
13
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-START> OCT-01-1996
<PERIOD-END> JUN-30-1997
<CASH> 2,764,623
<SECURITIES> 0
<RECEIVABLES> 749,225
<ALLOWANCES> 0
<INVENTORY> 39,999,513
<CURRENT-ASSETS> 0
<PP&E> 1,216,549
<DEPRECIATION> 403,952
<TOTAL-ASSETS> 46,202,125
<CURRENT-LIABILITIES> 34,035,546
<BONDS> 4,151,901
0
0
<COMMON> 38,603
<OTHER-SE> 7,976,075
<TOTAL-LIABILITY-AND-EQUITY> 46,202,125
<SALES> 39,742,533
<TOTAL-REVENUES> 40,000,941
<CGS> 34,661,248
<TOTAL-COSTS> 37,505,523
<OTHER-EXPENSES> 1,729,436
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 45,313
<INCOME-PRETAX> 720,669
<INCOME-TAX> 0
<INCOME-CONTINUING> 720,669
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 720,669
<EPS-PRIMARY> 0.19
<EPS-DILUTED> 0.19
</TABLE>
