<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, 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. X Yes ____ 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 February 12, 1999
- ----- -----------------
<S> <C>
Class A Common Stock, $.01 Par Value 4,145,968
Class B Common Stock, $.01 Par Value 1,500,000
</TABLE>
1
<PAGE>
WEITZER HOMEBUILDERS INCORPORATED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
December 31, September 30, 1998
1998 1998
------------- -------------------
(Unaudited)
<S> <C> <C>
ASSETS
------
Cash $ 582,836 $ 482,879
Land and land development cost 20,653,950 22,773,115
Construction-in-progress 17,145,851 17,250,423
Model furnishings, net of accumulated
depreciation of $672,292 and $573,353 592,897 695,031
Deferred loan cost, net of accumulated
amortization of $97,185 and $32,520 640,623 690,352
Other assets 528,180 1,208,483
------------- -------------
$ 40,144,337 $ 43,100,283
============= =============
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Customer deposits $ 1,349,781 $ 1,334,428
Accounts payable and accrued liabilities 4,354,945 5,189,413
Acquisition, development and construction loans payable 25,566,611 27,814,542
14% convertible subordinate debentures 4,000,000 4,000,000
Notes and loans payable 373,635 421,028
------------- -------------
35,644,972 38,759,411
============= =============
Shareholders' equity:
Preferred Stock, $.01 par, 5,000,000 shares
authorized, none issued - -
Class A Common Stock, $.01 par, 40,000,000 shares 41,460 41,460
authorized, 4,145,968 shares issued and outstanding
Class B Common Stock, $.01 par, 1,500,000 shares
authorized, issued and outstanding 15,000 15,000
Additional paid-in-capital 11,313,093 11,313,093
Accumulated deficit (6,870,188) (7,028,681)
------------- -------------
4,499,365 4,340,872
------------- -------------
$ 40,144,337 $ 43,100,283
============== =============
</TABLE>
See notes to consolidated financial statements.
2
<PAGE>
WEITZER HOMEBUILDERS INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three months ended
December 31,
---------------------------
1998 1997
------------ ------------
<S> <C> <C>
Revenues:
Sale of homes $ 14,505,880 $ 12,638,159
Interest income 11,637 21,142
Other income 149,914 152,226
------------ ------------
14,667,431 12,811,527
------------ ------------
Operating cost and expenses:
Cost of homes sold 12,749,705 10,859,354
Selling expenses 1,066,412 1,260,058
General and administrative 525,841 353,445
Depreciation and amortization 163,604 168,489
Interest expense 3,376 83,129
------------ ------------
14,508,938 12,724,475
------------ ------------
Income before income taxes 158,493 87,052
------------ ------------
Provision for income taxes - -
------------ ------------
Net income $ 158,493 $ 87,052
============ ============
Basic earnings per common share $ 0.03 $ 0.02
============ ============
Diluted earnings per common share $ 0.02 $ 0.02
============ ============
Weighted average number of
common shares outstanding 5,645,968 3,860,254
============ ============
</TABLE>
See notes to consolidated financial statements.
3
<PAGE>
WEITZER HOMEBUILDERS INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Three months ended
December 31,
------------------------------
1998 1997
------------- -------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 158,493 $ 87,052
Adjustments to reconcile net income to net cash provided by
(used in) operating activities:
Depreciation, amortization and other non-cash charges 226,895 168,489
Changes in assets and liabilities:
Restricted escrow funds - 42,801
Land, land development, and construction-in-progress 2,223,737 3,294,094
Other assets 620,207 (90,045)
Customer deposits 15,353 (223,504)
Accounts payable and accrued liabilities (834,468) 722,474
------------- -------------
2,251,724 3,914,309
------------- -------------
Net cash provided by operating activities 2,410,217 4,001,361
------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of model furnishings - (50,823)
------------- -------------
Net cash used in investing activities - (50,823)
------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Acquisition, development and construction loan borrowings 8,566,808 7,156,451
Payment on acquisition, development and construction loans (10,814,739) (9,144,217)
Deferred loan cost payments (14,936) -
Payments on notes payable (47,393) (50,636)
------------- -------------
Net cash used in financing activities (2,310,260) (2,038,402)
------------- -------------
NET INCREASE IN CASH 99,957 1,912,136
CASH BEGINNING OF PERIOD 482,879 236,523
------------- -------------
CASH END OF PERIOD $ 582,836 $ 2,148,659
------------- -------------
Supplemental disclosure:
------------- -------------
Cash paid for interest, net of amount capitalized $ 3,376 $ 83,129
============= =============
</TABLE>
See notes to consolidated financial statements.
4
<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, 1998. The September 30,
1998 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.
NOTE 2 - EARNINGS PER SHARE
During the three month period ended December 31, 1998, options and warrants to
purchase 310,000 shares of Class A Common Stock at $7.80 per share and options
to purchase 480,000 shares of Class A Common Stock at $1.75 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.
Included in the computation of diluted EPS are 14% Convertible Subordinated
Debentures, which are due in July 2001 and are convertible at the option of the
holder into shares of the Company's Class A Common Stock at a conversion price
of $0.56 per share.
5
<PAGE>
<TABLE>
<CAPTION>
For the Three Months Ended
December 31, 1998
Income Shares Per Share Amount
-------------------------------------------------------------
<S> <C> <C> <C>
NET INCOME $ 158,493 5,645,968 $ 0.03
Less: Preferred stock dividend - - -
BASIC EPS
-------------------------------------------------------------
Income available to common stockholders $ 158,493 5,645,968 $ 0.03
Effect of Dilutive Securities - 14% convertible
debentures 52,640 7,142,857 0.01
DILUTED EPS
-------------------------------------------------------------
Income available to common stockholders and assumed
conversion $ 211,133 12,788,825 $ 0.02
=============================================================
</TABLE>
NOTE 3 - CAPITAL STOCK
The Class A Common Stock and the Class B Common Stock vote together as a single
class and are entitled to one vote per share.
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 the Class A and Class B Common
Stock are cumulative, and accordingly, the amount of such dividends would inure
for the benefit of the Company's shareholders. The Company accrues such
dividends on its financial statements only if and when the Company's Board of
Directors declares such dividends. As of December 31, 1998, dividends in arrears
amounted to approximately $2,211,235.
Each share of Class B Common Stock can be converted into one share of Class A
Common Stock if the Earnings Achievements Date (as defined) has occurred and all
accumulated and unpaid dividends on the Class A Common Stock have been declared
and paid in full.
6
<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, 1998. 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 December Ended December
31, 1998 31, 1997
------------------- -------------------
<S> <C> <C>
Revenues 100.0% 100.0%
Cost of homes sold 86.9 84.7
Selling, general and administrative expenses 10.9 12.6
Depreciation, amortization and interest expense 1.1 2.0
Net income 1.1 0.7
</TABLE>
7
<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, 1998, approximately 71% of the homes in backlog were under
construction. The available lots for sale refer to the number of lots the
Company has acquired on which it plans to construct homes and exclude homes
under sales contracts included in backlog. There can be no assurance that
settlements of homes subject to sales contracts will occur or that all of the
available lots for sale will be built on.
Backlog of Homes and Available Lots for Sale
- --------------------------------------------
<TABLE>
<CAPTION>
December 31, September 30, December 31,
1998 1998 1997
-------------------- ------------------- --------------------
<S> <C> <C> <C>
Number of homes in
backlog 214 237 195
Aggregate sales value of
homes in backlog $ 28,921,000 $ 30,652,000 $ 22,455,000
Available lots for sale 644 743 932
Available lots under option
or contract 0 0 375
</TABLE>
COMPARISON OF THE THREE MONTHS ENDED DECEMBER 31, 1998 AND 1997
- ---------------------------------------------------------------
The Company's revenues from home sales increased 14.8% from approximately $12.6
million for the three months ended December 31, 1997, to approximately $14.5
million for the three months ended December 31, 1998. The increase is attributed
to an increase on the number of units delivered from 113 units to 122 units
during the three months ended December 31, 1998. The average selling price of
delivered units rose during the period ended December 31, 1998 approximately
6.3% from $111,842 to $118,900, compared to the same period last year. This
increase is attributable to the change in the Company's overall product mix
between lower priced townhomes and higher priced single family homes.
The Company's costs of homes sold increased 17.4% from $10.9 million for the
three months ended December 31, 1997, to approximately $12.7 million for the
three months ended December 31, 1998. The increase is attributed primarily to
the increase in the volume of homes sold. Cost of homes sold as a percentage of
home sales increased to 86.9% for the three months ended December 31, 1998,
compared to 84.7% for the three months ended December 31, 1997. This increase is
primarily due to the changes in the product mix mentioned above. Additionally,
cost of homes sold was negatively
8
<PAGE>
impacted by the absorption of the remaining cost related to the close out of the
last phases of the Serena Lakes community and of the Hammocks at Deerfield
Beach.
Selling, general and administrative ("SG&A") expenses were approximately $1.6
million for the three months ended December 31, 1997 and 1998. The Company was
able to maintain SG&A at a constant level for the three months ended December
31, 1998, as compared to the same three months period ended December 31, 1997,
as a result of the reduction in loan cost resulting from the refinancing of the
Company's acquisition, development and construction loans. SG&A expenses as a
percentage of total revenues decreased from 12.6% during the three months ended
December 31, 1997 to 10.9% for the three months ended December 31, 1998. Also
included in SG&A in the three months ended December 31, 1998 is an allowance of
$90,000 related to the settlement of pending litigation as described in Part II,
to this Form 10-Q.
Net income increased 82% from approximately $87,000 for the three months ended
December 31, 1997 to approximately $158,000 for the three months ended December
31, 1998. This increase is primarily attributed to the higher volume of homes
delivered.
LIQUIDITY AND CAPITAL RESOURCES
GENERAL
- -------
On December 31, 1998, the Company had borrowings from banks and third parties
aggregating approximately $29.9 million compared to $32.2 million at September
30, 1998. 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
existing construction and development financing.
At December 31, 1998, the Company had an aggregate of $22.2 million of available
credit under the Company's acquisition, development and construction loans,
which the Company will use to finance the construction and development of homes
at Harmony Lakes, Los Castillos at Windsor Palms, Malibu Bay, Tesoro at Forest
Lake, Lago del Sol and Fiesta projects.
CASH FLOWS
- ----------
During the three months ended December 31, 1998, the Company had approximately
$2.4 million of net cash provided by operating activities, as well as the
reduction of approximately $800,000 of accounts payable and accrued liabilities.
During this same period, the Company had net cash used in financing activities
of approximately $2.3 million arising principally from payments on acquisition,
development and construction loans.
9
<PAGE>
PART II. OTHER INFORMATION
ITEM - 1
LEGAL PROCEEDINGS
On August 23, 1996, American Reliance Insurance Company (hereinafter referred to
as "American Reliance"), on behalf of plaintiff homeowners, commenced an action,
entitled, Litwinski v. Weitzer, et al, Case No. 96-17175 (CA 02), against, among
----------------------------
others, the Registrant with respect to the Country Walk development, for damages
of unspecified amount, allegedly sustained during Hurricane Andrew.
American Reliance failed to time serve the Company within the required period
for service of process. As a result, the Company obtained an order dismissing
the action. However, this order was recently overruled on appeal. As a
consequence, the Company entered into mediation to resolve this dispute. While
it is impossible to predict the outcome of the mediation, the Company believes
that the matter can be settled with a maximum exposure to the Company of
approximately $90,000.
ITEM - 6
EXHIBITS AND REPORTS ON FORM 8-K
On October 7, 1998, the Company filed a Current Report on Form 8-K with respect
to a change of its independent certified public accountants.
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 12, 1999 /s/ Harry Weitzer
-----------------
Harry Weitzer
Chairman of the Board, President,
And Chief Executive Officer
(Principal Executive Officer)
Date: February 12, 1999 /s/ Sheryl S. Rice
------------------
Sheryl S. Rice
Vice President/Controller
(Principal Accounting Officer)
10
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1999
<PERIOD-START> OCT-01-1998
<PERIOD-END> DEC-31-1998
<CASH> 582,836
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 37,799,801
<CURRENT-ASSETS> 1,168,803
<PP&E> 1,265,189
<DEPRECIATION> (672,292)
<TOTAL-ASSETS> 40,144,337
<CURRENT-LIABILITIES> 35,644,972
<BONDS> 0
0
0
<COMMON> 56,460
<OTHER-SE> 4,442,905
<TOTAL-LIABILITY-AND-EQUITY> 40,144,337
<SALES> 14,505,880
<TOTAL-REVENUES> 14,667,431
<CGS> 12,749,705
<TOTAL-COSTS> 12,749,705
<OTHER-EXPENSES> 1,755,857
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,376
<INCOME-PRETAX> 158,493
<INCOME-TAX> 0
<INCOME-CONTINUING> 158,493
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 158,493
<EPS-PRIMARY> 0.03
<EPS-DILUTED> 0.02
</TABLE>
