<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, 1998
( ) 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:
Outstanding at
Class March 31, 1998
----- --------------
Class A Common Stock, $.01 Par Value 2,360,254
Class B Common Stock, $.01 Par Value 1,500,000
1
<PAGE>
INDEX TO FORM 10-Q
Page
----
No.
---
PART I FINANCIAL INFORMATION
Item 1 Financial Statements
Consolidated Balance Sheets - 3
March 31, 1998 (unaudited) and September 30, 1997
Consolidated Statements of Operations (unaudited)-
Three and Six Months Ended March 31, 1998 and 1997 4
Consolidated Statements of Cash Flows (unaudited)-
Three and Six Months Ended March 31, 1998 and 1997 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
Item 6 Exhibits and Reports on Form 8-K 13
SIGNATURES 13
2
<PAGE>
WEITZER HOMEBUILDERS INCORPORATED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
March 31, September 30,
1998 1997
------------------ -------------------
ASSETS (Unaudited)
- ------
<S> <C> <C>
Cash $ 1,311,069 $ 236,523
Restricted escrow funds 5,000 82,105
Land 22,448,706 23,348,773
Construction-in-progress 14,439,900 15,833,115
Model furnishings, net of accumulated depreciation
of $82,907 and $246,806, respectively 561,328 502,920
Deferred loan costs net of accumulated amortization
of $471,490 and $611,646, respectively 157,691 348,383
Other assets, net of accumulated depreciation
of $320,878 and $312,262, respectively 1,226,814 1,095,042
------------------ -------------------
$ 40,150,508 $ 41,446,861
================== ===================
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
Customer deposits $ 1,061,001 $ 1,173,742
Accounts payable and accrued liabilities 3,545,165 3,006,640
Acquisition, development and construction loans payable 26,644,093 29,170,513
10% bonds payable 3,788,724 3,681,343
Notes and loans payable 830,020 288,893
------------------ -------------------
35,869,003 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 (6,088,048) (6,243,823)
------------------ -------------------
4,281,505 4,125,730
------------------ -------------------
$ 40,150,508 $ 41,446,861
================== ===================
</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,
------------------------------------- -------------------------------------
1998 1997 1998 1997
----------------- ----------------- ---------------- -----------------
<S> <C> <C> <C> <C>
Revenues:
Sales of homes $ 11,295,032 $ 10,512,426 $ 23,933,191 $ 22,634,142
Interest income 40,745 47,287 61,887 89,633
Other income 16,980 53,862 169,206 108,024
----------------- ----------------- ---------------- -----------------
11,352,757 10,613,575 24,164,284 22,831,799
----------------- ----------------- ---------------- -----------------
Operating costs and expenses:
Costs of homes sold 10,056,064 9,061,069 21,468,445 19,789,401
Selling expenses 462,428 859,358 1,169,459 1,424,041
General and administrative expenses 159,559 393,667 513,002 794,736
Depreciation and amortization 172,586 173,084 341,077 255,082
Amortization of goodwill - 14,313 - 28,625
Interest expense 433,397 6,803 516,526 28,007
----------------- ----------------- ---------------- -----------------
11,284,034 10,508,294 24,008,509 22,319,892
----------------- ----------------- ---------------- -----------------
Income before income taxes 68,723 105,281 155,775 511,907
Provision for income taxes - - - -
----------------- ----------------- ---------------- -----------------
Net income $ 68,723 $ 105,281 $ 155,775 $ 511,907
================ ================ =============== ================
Net income per common share -
basic and diluted $ 0.02 $ 0.03 $ 0.04 $ 0.13
================ ================ =============== ================
Weighted average number of common
shares and common equivalents outstanding 3,860,254 3,860,254 3,860,254 3,860,254
================= ================= ================ =================
</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,
-----------------------------------------
1998 1997
------------------ -------------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 155,775 $ 511,907
------------------ -------------------
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation, amortization and other non-cash charges 449,177 431,409
Changes in assets and liabilities:
Restricted escrow funds 77,105 43,586
Construction in progress and land 2,293,282 (5,170,457)
Other assets (186,965) (67,722)
Customer deposits (112,741) (43,586)
Accounts payable and accrued liabilities 632,019 932,287
------------------ -------------------
3,151,877 (3,874,483)
------------------ -------------------
Net cash provided by (used in) operating activities 3,307,652 (3,362,576)
------------------ -------------------
Cash flows from investing activities:
Purchase of model furnishings (153,600) 2,001
Advances for future projects - (240,051)
------------------ -------------------
Net cash used in investing activities (153,600) (238,050)
------------------ -------------------
Cash flows from financing activities:
Acquisition, development and construction loan borrowings 14,969,759 20,602,466
Principal payments on acquisition, development and construction loans (17,496,179) (17,190,101)
Payments on 10% bonds and 5% debentures (94,213) (900,000)
Notes payable borrowings 675,000 57,028
Principal payments on notes payable (133,873) (96,126)
------------------ -------------------
Net cash (used in) provided by financing activities (2,079,506) 2,473,267
------------------ -------------------
Net increase (decrease) in cash 1,074,546 (1,127,359)
Cash, beginning of period 236,523 1,521,799
------------------ -------------------
Cash, end of period $ 1,311,069 $ 394,440
================== ===================
</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 September 30,
1997 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. A primary lender of
the Company has waived and continues to waive certain affirmative and
restrictive covenants set forth in the Company's loan agreements with such
lender, provided the Company is able to satisfy certain additional covenants and
conditions. No assurance can be given that the Company will continue to receive
such waiver from this primary lender. 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
<PAGE>
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, 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 and has not declared any such
dividends since that date. 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 March 31, 1998, dividends in arrears
amounted to $1,346,854. The Company would accrue such dividends on its financial
statements only if and when declared by the Company's Board of Directors.
7
<PAGE>
NOTE 3 - EARNINGS PER SHARE
During the three month and six month period ended March 31, 1998, 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 period 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.
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.
8
<PAGE>
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 Ended Three Months Ended
March 31, 1998 March 31, 1997
---------------------- ----------------------
<S> <C> <C>
Revenues 100.0% 100.0%
Cost of homes sold 88.6 85.4
Selling, general and administrative expenses 5.5 11.8
Depreciation, amortization and interest expense 5.3 1.8
Net income 0.6 1.0
<CAPTION>
Six Months Ended Six Months Ended
March 31, 1998 March 31, 1997
---------------------- ----------------------
<S> <C> <C>
Revenues 100.0% 100.0%
Cost of homes sold 88.8 86.7
Selling, general and administrative expenses 7.0 9.7
Depreciation, amortization and interest expense 3.6 1.4
Net income 0.6 2.2
</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 March 31,1998, approximately 77%
of the homes in backlog were under construction. The backlog decreased 8% from
239 homes at September 30, 1997 to 220 homes at March 31, 1998. 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, 1998 September 30, 1997 March 31, 1997
---------------------- ---------------------- ----------------------
<S> <C> <C> <C>
Number of homes in backlog 220 239 348
Aggregate sales value of homes in
backlog $ 25,873,000 $ 26,865,000 $ 39,622,000
Available lots for sale 670 806 663
Available lots under option or
contract 325 375 588
</TABLE>
Comparison of the Three Months Ended March 31, 1998 and 1997
- ------------------------------------------------------------
The Company's revenues from home sales were approximately $11.3 million for the
three months ended March 31, 1998, as compared to approximately $10.5 million
for the three months ended March 31, 1997. The increase is attributed to an
increase in the average sales price from $108,400 to $122,700 during the three
months ended March 31, 1998, compared to the same period in 1997. The higher
average sales price is the result of an increase in the average sales price of
townhomes delivered from $97,100 to $112,000 and of single family homes
delivered from $119,500 to $148,700. For the period the number of units
delivered decreased slightly from 96 units in the three months ended March 31,
1997 to 92 units in the three months ended March 31, 1998.
10
<PAGE>
The Company's costs of homes sold were approximately $10.1 million for the
three months ended March 31, 1998, as compared to approximately $9.1 million for
the three months ended March 31, 1997. The increase is attributed primarily to
an increase in the number of higher cost single family homes delivered during
the quarter. Cost of homes sold as a percentage of home sales increased to 89.0%
for the three months ended March 31, 1998 compared to 86.2% for the three months
ended March 31, 1997.
Selling, general and administrative ("SG&A") expenses were approximately
$620,000 for the three months ended March 31, 1998, compared to the
approximately $1.45 million for the three months ended March 31, 1997 as there
were reductions in several expense categories including model center design,
advertising, consulting fees and travel and entertainment. SG&A expenses as a
percentage of total revenues decreased from 11.8% during the three months ended
March 31, 1997 to 5.5% for the three months ended March 31, 1998. Interest
expense is significantly higher this period due to the expensing of interest
related to communities near close out.
Net income for the three months ended March 31, 1998 was approximately $69,000
compared to net income of approximately $105,000 during the three months ended
March 31, 1997. The decrease is primarily attributed to the increase in cost of
homes sold as discussed above.
Comparison of the Six Months Ended March 31, 1998 and 1997
- -----------------------------------------------------------
The Company's revenues from home sales were approximately $23.9 million for the
six months ended March 31, 1998 compared to approximately $22.6 million for the
same period last year. The increase is attributed to an increase in the average
sales price of delivered units from $111,500 on 203 units last year to $116,700
on 205 units this year. This higher average sales price is the result of an
increase in the average sales price of townhomes delivered from $96,600 to
$108,800 and of single family homes delivered from $122,200 to $136,400.
The Company's costs of homes sold were approximately $21.5 million for the six
months ended March 31, 1998 compared to the $19.8 million for the six months
ended March 31, 1997. The change is attributable to the increase in higher
priced product as discussed above. Cost of homes sold as a percentage of home
sales increased to 89.7% for the six months ended March 31, 1998 from 87.4% for
the six months ended March 31, 1997.
11
<PAGE>
Selling, general and administrative ("SG&A") expenses were approximately $1.7
million for the six months ended March 31, 1998 as compared to approximately
$2.2 million for the six months ended March 31, 1997. SG&A expenses as a
percentage of total revenues decreased from 9.7% for the six months ended March
31, 1997 to 7.0% for the comparable period this year primarily due to a decrease
in various categories as listed above in the three months section.
Net income for the six months ended March 31, 1998 was approximately $156,000
compared to net income of approximately $512,000 during the six months ended
March 31, 1997. The decrease is attributed mainly to the increase in cost of
homes sold as discussed above.
Liquidity and Capital Resources
General. On March 31, 1998, the Company had borrowings from banks and third
parties aggregating approximately $31.3 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 or may cease to be a going concern. Furthermore,
given the uncertainty concerning the repayment of the 10% Bonds, no assurance
can be given that the Company's relationships with its primary lenders would not
be adversely impaired.
Cash Flows. During the six months ended March 31, 1998, the Company had
approximately $3.3 million of net cash provided by operating activities,
primarily as a result of a reduction of $2.3 million in construction in process.
During that period, the Company had net cash used in financing activities of
approximately $2.1 million arising principally from payments on 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: May 14, 1998 /s/ Harry Weitzer
------------------------------
Harry Weitzer, Chairman of the
Board, President, And Chief
Executive Officer
(Principal Executive Officer)
Date: May 14, 1998 /s/ Edward W. Dwier
------------------------------
Edward W. Dwier
Vice President / Controller
(Principal Accounting Officer)
13
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS
<FISCAL-YEAR-END> SEP-30-1998 SEP-30-1998
<PERIOD-START> JAN-01-1998 OCT-01-1997
<PERIOD-END> MAR-31-1998 MAR-31-1998
<CASH> 1,316,069 1,316,069
<SECURITIES> 0 0
<RECEIVABLES> 0 0
<ALLOWANCES> 0 0
<INVENTORY> 36,888,606 36,888,606
<CURRENT-ASSETS> 1,384,505 1,384,505
<PP&E> 644,235 644,235
<DEPRECIATION> (82,907) (82,907)
<TOTAL-ASSETS> 40,150,508 40,150,508
<CURRENT-LIABILITIES> 32,080,279 32,080,279
<BONDS> 3,788,724 3,788,724
0 0
0 0
<COMMON> 38,603 38,603
<OTHER-SE> 4,242,902 4,242,902
<TOTAL-LIABILITY-AND-EQUITY> 40,150,508 40,150,508
<SALES> 11,295,032 23,933,191
<TOTAL-REVENUES> 11,352,757 24,164,284
<CGS> 10,056,064 21,468,445
<TOTAL-COSTS> 10,056,064 21,468,445
<OTHER-EXPENSES> 794,586 2,023,538
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 433,397 516,526
<INCOME-PRETAX> 68,723 155,775
<INCOME-TAX> 0 0
<INCOME-CONTINUING> 68,723 155,775
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 68,723 155,775
<EPS-PRIMARY> 0.02 0.04
<EPS-DILUTED> 0.02 0.04
</TABLE>
