<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 December 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
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(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:
Outstanding at
Class January 31, 1998
- ------------------------------------ ----------------
Class A Common Stock, $.01 Par Value 2,360,254
Class B Common Stock, $.01 Par Value 1,500,000
1
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INDEX TO FORM 10-Q
Page No.
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PART I FINANCIAL INFORMATION
Item 1 Financial Statements
Consolidated Balance Sheets -
December 31, 1997 (unaudited) and September 30, 1997 3
Consolidated Statements of Operations (unaudited)-
Three Months Ended December 31, 1997 and 1996 4
Consolidated Statements of Cash Flows (unaudited)-
Three Months Ended December 31, 1997 and 1996 5
Notes to Consolidated Financial Statements 6
Item 2 Management's Discussion and Analysis of Financial Condition
and Results of Operations 9
PART II OTHER INFORMATION
Item 6 Exhibits and Reports on Form 8-K 13
SIGNATURES 13
2
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WEITZER HOMEBUILDERS INCORPORATED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
December 31, September 30,
1997 1997
-------------- --------------
<S> <C> <C>
ASSETS (Unaudited)
- ------
Cash $ 2,148,659 $ 236,523
Restricted escrow funds 39,304 82,105
Land 23,916,031 23,348,773
Construction-in-progress 11,971,763 15,833,115
Model furnishings, net of accumulated depreciation
of $289,331 and $246,806, respectively 511,218 502,920
Deferred loan costs net of accumulated amortization
of $375,520 and $611,646, respectively 252,412 348,383
Other assets 1,155,094 1,095,042
-------------- --------------
$ 39,994,481 $ 41,446,861
============== ==============
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
Customer deposits 950,238 $ 1,173,742
Accounts payable and accrued liabilities 3,729,114 3,006,640
Acquisition, development and construction loans payable 27,182,747 29,170,513
10% bonds payable 3,682,371 3,681,343
Notes and loans payable 237,229 288,893
-------------- --------------
35,781,699 37,321,131
-------------- --------------
Commitments and contingencies
Shareholders' equity:
Preferred stock, $.01 par, 5,000,000 shares authorized,
none issued - -
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, issued and outstanding 15,000 15,000
Additional paid-in capital 10,330,950 10,330,950
Accumulated deficit (6,156,771) (6,243,823)
-------------- --------------
4,212,782 4,125,730
-------------- --------------
$ 39,994,481 $ 41,446,861
============== ==============
</TABLE>
See notes to consolidated financial statements
3
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WEITZER HOMEBUILDERS INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
December 31,
-----------------------------
1997 1996
------------- -------------
<S> <C> <C>
Revenues:
Sales of homes $ 12,638,159 $ 12,121,716
Interest income 21,142 42,346
Other income 152,226 54,162
------------- -------------
12,811,527 12,218,224
------------- -------------
Operating costs and expenses:
Costs of homes sold 11,412,381 10,618,332
Selling expenses 707,031 674,683
General and administrative expenses 353,443 401,069
Depreciation and amortization 168,491 81,998
Amortization of goodwill - 14,312
Interest expense 83,129 21,204
------------- -------------
12,724,475 11,811,598
------------- -------------
Income before income taxes 87,052 406,626
Provision for income taxes - -
------------- -------------
Net income $ 87,052 $ 406,626
============= =============
Basic earnings per share $ 0.02 $ 0.11
============= =============
Diluted earnings per share $ 0.02 $ 0.10
============= =============
Weighted average number of common and common
equivalent shares outstanding 3,860,254 4,117,939
============= =============
</TABLE>
See notes to consolidated financial statements
4
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WEITZER HOMEBUILDERS INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
December 31,
-----------------------------
1997 1996
------------- -------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 87,052 $ 406,626
------------- -------------
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 168,489 132,099
Changes in assets and liabilities:
Restricted escrow funds 42,801 46,656
Construction in progress 3,294,094 (766,837)
Other assets (90,045) 79,393
Customer deposits (223,504) (46,656)
Accounts payable and accrued liabilities 722,474 541,300
------------- -------------
3,914,309 (14,045)
------------- -------------
Net cash provided by operating activities 4,001,361 392,581
------------- -------------
Cash flows from investing activities:
Purchase of model furnishings (50,823) 2,000
Advances for future projects - (79,370)
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Net cash used in investing activities (50,823) (77,370)
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Cash flows from financing activities:
Acquisition, development and construction loan borrowings 7,156,451 10,330,041
Payments on acquisition, development and construction loans (9,144,217) (9,834,471)
Payments on notes payable (50,636) (935,675)
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Net cash used in financing activities (2,038,402) (440,105)
------------- -------------
Net increase (decrease) in cash 1,912,136 (124,894)
Cash, beginning of period 236,523 1,521,799
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Cash, end of period $ 2,148,659 $ 1,396,905
============= =============
</TABLE>
See notes to consolidated financial statements
5
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION AND BUSINESS
Weitzer Homebuilders Incorporated (the "Company"), organized in Florida in 1994,
is engaged primarily in the design, construction and sale of single-family homes
and townhomes in Dade and Broward counties located in South Florida. The Company
offers a wide variety of moderately priced homes that are designed to appeal to
the entry level and first time move-up buyers.
The accompanying unaudited condensed consolidated financial statements of the
Company have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions for Form
10-Q and Rule 10-01 of Regulation S-X. These financial statements do not
include all information and notes required by generally accepted accounting
principles for complete financial statements and should be read in conjunction
with the audited financial statements and notes thereto included in the
Company's annual report on Form 10-K for the year ended September 30, 1997. The
fiscal year end condensed balance sheet data was derived from audited financial
statements but does not include all disclosures required by generally accepted
accounting principles. The financial information furnished reflects all
adjustments, consisting only of normal recurring accruals which are, in the
opinion of management, necessary for a fair presentation of the financial
position, results of operations and cash flows for the periods presented. The
results of operations are not necessarily indicative of results of operations
which may be achieved in the future.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in the following Item 2,
the Company has bonds payable in the amount of $3.75 million which have a
scheduled maturity in June 1998. Management's plans to restructure or refinance
the bonds payable are also discussed in Item 2. If the Company is unable to
achieve any of the alternatives discussed in Item 2, there is substantial doubt
about the Company's ability to continue as a going concern. The accompanying
consolidated financial statements do not include any adjustments relating to the
recoverability of asset carrying amounts or the amount of liabilities that might
result should the Company be unable to continue as a going concern.
6
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NOTE 2 - ADOPTION OF NEW PRONOUNCEMENTS
A. EARNINGS PER SHARE
During the first quarter of fiscal year 1998, the Company adopted Statement of
Financial Accounting Standards No. 128, "Earnings Per Share" ( EPS) and has
reflected the adoption of such statements for all periods presented. The
adoption of this statement did not have any impact on previously reported EPS
amounts.
Basic earnings per share ("Basic EPS") is computed by dividing net income by
the weighted average number of common shares outstanding during each period
presented. Diluted earnings per share ("Diluted EPS") is computed by dividing
net income by the weighted average number of common and common equivalent shares
during the period presented; outstanding warrants and stock options are
considered common stock equivalents and are included in the calculation using
the treasury stock method. Diluted EPS excludes the impact of warrants and stock
options as such amounts are anti-dilutive.
B. CAPITAL STOCK
During the first quarter of fiscal year 1998, the Company adopted Statement of
Financial Accounting Standards No. 129 "Disclosure of Information about Capital
Structure", which requires disclosure of the pertinent rights and privileges of
the various securities outstanding.
With respect to common stock, certain stockholder agreements provide that prior
to the Company having earned an aggregate of $7.5 million of adjusted operating
income (as defined), the holders of common stock are entitled to receive
dividends, to the extent funds are legally available, at the rate of $0.325 per
share per annum for Class A Common Stock and $0.001 per share per annum for
Class B Common Stock, payable on a quarterly basis. Since August 1996, the Board
of Directors of the Company has elected to forego the regularly scheduled cash
dividend payments on its outstanding shares of Class A Common Stock and Class B
Common Stock. Cash dividends on both classes of Common Stock are cumulative, and
accordingly, the amount of such dividends inures for the benefit of the
Company's shareholders. As of December 31, 1997, dividends in arrears amounted
to $1,153,604. The Company would accrue such dividends on its financial
statements only if and when declared by the Company's Board of Directors.
7
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NOTE 3 - EARNINGS PER SHARE
During the three month period ended December 31, 1997, Diluted EPS equaled Basic
EPS, as the impact of warrants and stock options was anti-dilutive. Options to
purchase 150,000 shares of Class A common stock at $7.80 per share, options
to purchase 595,000 shares of Class A common stock at $1.75 per share, warrants
to purchase 160,000 shares of Class A common stock at $7.80 per share, warrants
to purchase 200,000 shares of Class A common stock at $2.25 per share and
150,000 stock appreciation rights (as discussed in Item 13 of the September 30,
1997, Form 10-K) were outstanding during the quarter but were not included in
the computation of diluted EPS because their respective exercise prices were
greater than the average market price of the common shares.
For the three month period ended December 31, 1996 all of the above stock
options and warrants except for the options to purchase 595,000 shares of Class
A common stock at $1.75 per share were outstanding but were not included in the
computation of diluted EPS because their respective exercise prices were greater
than the average market price of the common shares.
<TABLE>
<CAPTION>
For the Three Month Period Ended
December 31, 1996
Income Shares Per Share
(Numerator) (Denominator) Amount
----------- ------------- ---------
<S> <C> <C> <C>
NET INCOME $ 406,626 3,860,254 $ 0.11
Less: Preferred stock dividends -- -- --
BASIC EPS
Income available to common ----------- ------------- ---------
stockholders 406,626 3,860,254 0.11
EFFECT OF DILUTIVE SECURITIES
5% convertible debentures 2,351 257,685 (0.01)
DILUTED EPS
Income available to common
stockholders and assumed ----------- ------------- ---------
Conversions $ 408,977 4,117,939 $ 0.10
----------- ------------- ---------
</TABLE>
During the fourth quarter of fiscal 1997, the Company redeemed the 5%
Convertible Debentures and eliminated the potential conversion to common stock.
8
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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, 1997. 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 product mix, 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>
Three Months Three Months
Ended Ended
December 31, December 31,
1997 1996
------------ ------------
<S> <C> <C>
Revenues 100.0% 100.0%
Cost of homes sold 89.1 86.9
Selling, general and administrative expenses 8.3 8.8
Depreciation, amortization and interest expense 1.9 1.0
Net income 0.7 3.3
</TABLE>
9
<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 December 31,1997, approximately
68% of the homes in backlog were under construction. The backlog decreased 18%
from 239 homes at September 30, 1997, to 195 homes at December 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>
December 31, September 30, December 31,
1997 1997 1996
------------ ------------- ------------
<S> <C> <C> <C>
Number of homes in backlog 195 239 316
Aggregate sales value of homes in
backlog $ 22,455,000 $ 26,865,000 $ 36,556,000
Available lots for sale 932 1,045 492
Available lots under option or contract 375 375 872
</TABLE>
COMPARISON OF THE THREE MONTHS ENDED DECEMBER 31, 1997 AND 1996
- ----------------------------------------------------------------
The Company's revenues from home sales were approximately $12.6 million for the
three months ended December 31, 1997, as compared to approximately $12.1 million
for the three months ended December 31, 1996. The increase is attributed to an
increase in the volume of home sales from 107 units to 113 units during the
three months ended December 31, 1997, compared to the same period in 1996. For
the three months ended December 31, 1997, the average selling price of the homes
delivered decreased 1.3% from $113,287 to $111,842 compared to the same period
last year. This decrease is attributable to the change in the Company's overall
product mix between lower priced townhomes and higher priced single family
homes. Townhomes accounted for a greater portion of closings in the first
quarter of fiscal 1998 compared to the first quarter of fiscal 1997.
10
<PAGE>
The Company's costs of homes sold were approximately $11.4 million for the three
months ended December 31, 1997, as compared to approximately $10.6 million for
the three months ended December 31, 1996. The increase is attributed primarily
to an increase in the volume of homes sold. Cost of homes sold as a percentage
of home sales increased to 90.3% for the three months ended December 31, 1997,
compared to 87.6% for the three months ended December 31, 1996, primarily due to
changes in product mix as discussed in the preceding section. Additionally, cost
of homes sold was impacted negatively by the absorption of most of the remaining
costs related to the completion and close out of the Serena Lakes communities.
Selling, general and administrative ("SG&A") expenses were approximately $1.1
million for the three months ended December 31, 1997, comparable to the
approximately $1.1 million for the three months ended December 31, 1996. SG&A
expenses as a percentage of total revenues decreased from 8.8% during the three
months ended December 31, 1996, to 8.3% for the three months ended December 31,
1997. The decrease as a percentage of home sales was primarily attributable to
the increase in home sales for the period.
Net income was approximately $87,000 during the three months ended December 31,
1997 as compared to net income of approximately $407,000 during the three months
ended December 31, 1996. The decrease is primarily attributed to the increase in
cost of homes sold as discussed above.
LIQUIDITY AND CAPITAL RESOURCES
General. On December 31, 1997, the Company had borrowings from banks and third
parties aggregating approximately $31.1 million compared to $33.1 million at
September 30, 1997. Except as described below, the Company believes that it will
be able to fund its ongoing operations in the short-term from cash on hand, cash
flow from home sales and construction/development financing.
It is unlikely that cash flow from operations will be sufficient to pay off the
outstanding principal amount of the 10% Bonds due June 30, 1998 ("10% Bonds"),
plus accrued interest, when such obligations become due. Management is
currently exploring several alternatives to address these obligations including,
but not limited to (i) redeeming the 10% Bonds on a discounted basis; (ii)
restructuring the payments on the 10% Bonds; and (iii) refinancing the 10% Bonds
through the procurement of debt and/or equity financing. There can be no
assurance that the Company's restructuring efforts will be successful. If the
Company is unable to procure additional debt and/or equity financing on terms
deemed favorable to the Company or if the Company is unsuccessful in its
efforts, in terms of restructuring the 10% Bonds, the Company may be in default
of such obligations when they become due, and as a consequence may be forced to
curtail its then current level of operations.
11
<PAGE>
Cash Flows. During the three months ended December 31, 1997, the Company had
approximately $4.0 million of net cash provided by operating activities,
primarily as a result of the decrease in construction in process. During the
period, the Company had net cash used in financing activities of approximately
$2.0 million arising principally from the payment of acquisition, development
and construction loans.
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: February 13, 1998 /s/ Harry Weitzer
------------------------------------------------
Harry Weitzer, Chairman of the Board, President,
And Chief Executive Officer
(Principal Executive Officer)
Date: February 13, 1998 /s/ Edward W. Dwier
------------------------------------------------
Edward W. Dwier
Vice President / Controller
(Principal Accounting Officer)
13
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-START> OCT-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 2,187,963
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 35,887,794
<CURRENT-ASSETS> 1,407,506
<PP&E> 800,549
<DEPRECIATION> (289,331)
<TOTAL-ASSETS> 39,994,481
<CURRENT-LIABILITIES> 32,099,329
<BONDS> 3,682,370
0
0
<COMMON> 38,603
<OTHER-SE> 4,174,179
<TOTAL-LIABILITY-AND-EQUITY> 39,994,481
<SALES> 12,638,159
<TOTAL-REVENUES> 12,811,527
<CGS> 11,412,381
<TOTAL-COSTS> 12,119,412
<OTHER-EXPENSES> 521,934
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 83,129
<INCOME-PRETAX> 87,052
<INCOME-TAX> 0
<INCOME-CONTINUING> 87,052
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 87,052
<EPS-PRIMARY> 0.02
<EPS-DILUTED> 0.02
</TABLE>
