<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, 1999
( ) 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)
14505 Commerce Way, Suite 400, Miami Lakes, Florida 33016
---------------------------------------------------------------------
(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:
Outstanding at
Class May 19, 1999
----- ------------
Class A Common Stock, $.01 Par Value 4,145,968
Class B Common Stock, $.01 Par Value 1,500,000
1
<PAGE>
WEITZER HOMEBUILDERS INCORPORATED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
March 31, September 30,
1999 1998
--------------- ---------------
(Unaudited)
ASSETS
------
<S> <C> <C>
Cash $ 529,537 $ 482,879
Land and land development cost 18,488,685 22,773,115
Construction-in-progress 16,506,875 17,250,423
Model furnishings, net of accumulated
depreciation of $738,776 and $573,353 479,438 695,031
Deferred loan and organizational cost, net of
accumulated amortization of $198,452 and $32,520 731,809 690,352
Other assets 1,509,889 1,208,483
--------------- ---------------
$ 38,246,233 $ 43,100,283
=============== ===============
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Customer deposits $ 1,507,321 $ 1,334,428
Accounts payable and accrued liabilities 5,235,490 5,189,413
Acquisition, development and construction loans payable 23,095,692 27,814,542
14% convertible subordinate debentures 4,000,000 4,000,000
Notes and loans payable 303,313 421,028
--------------- ---------------
34,141,816 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
authorized, 4,145,968 shares issued and outstanding 41,460 41,460
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 (7,265,136) (7,028,681)
--------------- ---------------
4,104,417 4,340,872
--------------- ---------------
$ 38,246,233 $ 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 Six months ended
March 31, March 31,
------------------------------- --------------------------------
1999 1998 1999 1998
<S> <C> <C> <C> <C>
Revenues:
Sale of homes $ 12,157,394 $ 11,295,032 $ 26,663,274 $ 23,933,191
Interest income 8,438 40,745 20,075 61,887
Other income 45,666 16,980 195,580 169,206
------------- ------------- ------------- -------------
12,211,498 11,352,757 26,878,929 24,164,284
------------- ------------- ------------- -------------
Operating cost and expenses:
Cost of homes sold 11,002,455 9,614,831 23,752,160 20,718,423
Selling expenses 967,037 903,661 2,033,449 1,919,481
General and administrative 420,136 577,065 945,977 997,747
Depreciation and amortization 209,138 172,586 372,742 341,077
Interest expense 7,680 15,891 11,056 31,781
------------- ------------- ------------- -------------
12,606,446 11,284,034 27,115,384 24,008,509
------------- ------------- ------------- -------------
Income (loss) before income taxes (394,948) 68,723 (236,455) 155,775
Provision for income taxes - - - -
------------- ------------- ------------- -------------
Net income (loss) $ (394,948) $ 68,723 $ (236,455) $ 155,775
============= ============= ============= =============
Basic earnings (loss) per
common share $ (0.07) 0.02 $ (0.04) $ 0.04
============= ============= ============= =============
Diluted earnings (loss) per
common share $ (0.03) 0.02 $ (0.01) $ 0.04
============= ============= ============= =============
Weighted average number of common
shares outstanding 5,645,968 3,860,254 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>
Six months ended
March 31,
-----------------------------------
1999 1998
--------------- -------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (236,455) $ 155,775
Adjustments to reconcile net income to net cash provided by (used
in) operating activities:
Depreciation, amortization and other non-cash charges 372,742 449,177
Changes in assets and liabilities:
Restricted escrow funds - 77,105
Land, land development, and construction-in-progress 5,027,978 2,293,282
Other assets (301,406) (186,965)
Customer deposits 172,893 (112,741)
Accounts payable and accrued liabilities 46,077 632,019
-------------- -------------
5,318,284 3,151,877
-------------- -------------
Net cash provided by operating activities 5,081,829 3,307,652
-------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale (purchase) of property and equipment 8,783 (153,600)
-------------- -------------
Net cash provided by (used in) investing activities 8,783 (153,600)
-------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Acquisition, development and construction loan borrowings 15,106,460 14,969,759
Payment on acquisition, development and construction loans (19,825,310) (17,496,179)
Reorganization cost payments (127,453) -
Deferred loan cost payments (79,936) -
Payment of 10% bonds payable - (94,213)
Notes payable borrowings 675,000
Payments on notes payable (117,715) (133,873)
-------------- -------------
Net cash used in financing activities (5,043,954) (2,079,506)
-------------- -------------
NET INCREASE IN CASH 46,658 1,074,546
CASH BEGINNING OF PERIOD 482,879 236,523
-------------- -------------
CASH END OF PERIOD $ 529,537 $ 1,311,069
-------------- -------------
Supplemental disclosure:
-------------- -------------
Cash paid for interest, net of amount capitalized $ 11,056 $ 31,781
============== =============
</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 and six month periods ended March 31, 1999, 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 Month Period Ended For the Six Month Period Ended
March 31, 1999 March 31, 1999
Amount Amount
Per Per
Loss Shares Share Loss Shares Share
------------------------------------- -------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net Loss $ (394,948) 5,645,968 $ (0.07) $ (236,455) 5,645,968 $ (0.04)
Less: Preferred stock dividend - - - -
------------------------------------- -------------------------------------
Basic Eps
Loss available to
common stockholders (394,948) 5,645,968 (0.07) (236,455) 5,645,968 (0.04)
Effect of dilutive securities
14% convertible debenture 52,640 7,142,857 0.01 105,280 7,142,857 0.01
Diluted Eps
Loss available to common
------------------------------------- -------------------------------------
stockholders and assumed
conversions $ (342,308) 12,788,825 $ (0.03) $ (131,175) 12,788,825 $ (0.01)
===================================== =====================================
</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 March 31, 1999, dividends in arrears
amounted to approximately $2,548,500.
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.
NOTE 4 - SUBSEQUENT EVENT
The Company is currently negotiating an agreement with Century Partners Group,
Ltd., pursuant to which Century is to acquire a controlling interest in the
Company. No definitive documentation has been executed as of this date, and no
assurance can be given that such transaction would be consummated.
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 March 31, Ended March 31,
1999 1998
------------------- -------------------
<S> <C> <C>
Revenues 100.0% 100.0%
Cost of homes sold 90.1 84.7
Selling, general and administrative expenses 11.4 13.0
Depreciation, amortization and interest expense 1.8 1.7
Net income (loss) (3.3) 0.6
<CAPTION>
Six Months Ended Six Months Ended
March 31, 1999 March 31, 1998
------------------- -------------------
<S> <C> <C>
Revenues 100.0% 100.0%
Cost of homes sold 88.4 85.7
Selling, general and administrative expenses 11.1 12.1
Depreciation, amortization and interest expense 1.4 1.5
Net income (loss) (0.9) 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 March
31, 1999, approximately 69% 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>
March 31, September 30, March 31,
1999 1998 1998
--------------- ------------- --------------
<S> <C> <C> <C>
Number of homes in backlog 267 237 220
Aggregate sales value of
homes in backlog $ 36,159,000 $ 30,652,000 $ 25,873,000
Available lots for sale 493 743 670
Available lots under option
or contract 0 0 325
</TABLE>
Comparison of the Three Months Ended March 31, 1999 And 1998
- ------------------------------------------------------------
The Company's revenues from home sales increased 7.6% from approximately $11.3
million for the three months ended March 31, 1998, to approximately $12.2
million for the three months ended March 31, 1999. The increase is attributed to
an increase on the number of units delivered from 92 units to 98 units during
the three months ended March 31, 1999. The average selling price of delivered
units rose during the period ended March 31, 1999 approximately 1% from $122,772
to $124,055, compared to the same period last year. This increase is a
consequence of periodic revisions of the Company's products sales prices.
The Company's costs of homes sold increased 14.4% from $9.6 million for the
three months ended March 31, 1998, to approximately $11 million for the three
months ended March 31, 1999. This increase is attributed to the increase in the
number of units delivered as well as the increase in the cost of building
components like insulation, roof tiles and drywall. Cost of homes sold as a
percentage of home sales increased to 90.5% for the three months ended March 31,
1999, compared to 85.1% for the three months ended March 31, 1998. This increase
is primarily due to the negative impact caused by the global cost increase of
the building materials mentioned above, caused by global shortages of such
products. The Company was forced to absorb the cost increase of these materials
on the units that were already under contract. Additionally,
8
<PAGE>
cost of homes sold was negatively 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 $1.4
million for the three months ended March 31, 1999, as compared to $1.5 million
for the three months ended March 31, 1998. The Company maintained SG&A at a
constant level for the three months ended March 31, 1999, as compared to the
same three months period ended March 31, 1998. SG&A expenses as a percentage of
total revenues decreased from 13% during the three months ended March 31, 1998
to 11.4% for the three months ended March 31, 1999. Also included in SG&A in the
three months period ended March 31, 1999, is an allowance of $30,000 related to
the settlement of litigation as described in Part II, to this Form 10-Q.
Net income decreased from approximately $68,000 for the three months ended March
31, 1998 to a loss of approximately $395,000 for the three months ended March
31, 1999. This decrease is attributed to the negative impact caused by the
increase in cost of certain building materials, the additional cost incurred in
the settlement of the pending litigation, as well as in the absorption of
additional costs related to the closeout of Serena Lakes and of the Hammocks at
Deerfield Beach.
Comparison of the Six Months Ended March 31, 1999 And 1998
- ----------------------------------------------------------
The Company's revenues from home sales increased 11.4% from approximately $23.9
million for the six months ended March 31, 1998, to approximately $26.6 million
for the six months ended March 31, 1999. The increase is attributed to an
increase on the number of units delivered from 205 units to 220 units during the
six months ended March 31, 1999. The average selling price of delivered units
rose approximately 4.7% during the six months period ended March 31, 1999, from
$116,747 to $122,197, compared to the same period last year. This increase is
primarily attributed to the change in the Company's product mix as well as of
the periodic revision of the Company's products sales prices.
The Company's costs of homes sold increased 14.6% from $20.7 million for the six
months ended March 31, 1998, to approximately $23.7 million for the six months
ended March 31, 1999. This increase is attributed to the increase in the number
of units delivered as well as the increase in the cost of building materials.
Cost of homes sold as a percentage of home sales increased to 89.1% for the six
months ended March 31, 1999, compared to 86.6% for the six months ended March
31, 1998. This increase is primarily due to the negative impact caused by the
global cost increase of several building materials as described in this Form 10-
Q. Another factor influencing the increase in cost is the Company's overall
product mix between townhomes and single family homes. Additionally, cost of
homes sold was negatively 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.
9
<PAGE>
Selling, general and administrative ("SG&A") expenses were approximately $3.0
million for the six months ended March 31, 1999, as compared to $2.9 million for
the six months ended March 31, 1998. The Company maintained SG&A at a constant
level for the six months ended March 31, 1999, as compared to the same six
months period ended March 31, 1998. SG&A expenses as a percentage of total
revenues decreased from 12.1% during the six months ended March 31, 1998 to
11.1% for the six months ended March 31, 1999. Also included in SG&A in the six
months period ended March 31, 1999 is an allowance of $120,000 related to the
settlement of litigation as described in Part II, to this Form 10-Q.
Net income decreased from approximately $156,000 for the six months ended March
31, 1998 to a loss of approximately $237,000 for the six months ended March 31,
1999. This decrease is attributed to the negative impact caused by the increase
in cost of certain building materials, the cost incurred in the settlement of
litigation as well as in the absorption of additional costs related to the
closeout of Serena Lakes and of the Hammocks at Deerfield Beach.
Liquidity and Capital Resources
General
- -------
On March 31, 1999, the Company had borrowings from banks and third parties
aggregating approximately $27.4 million, as 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 March 31, 1999, the Company had an aggregate of $19.2 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 six months ended March 31, 1999, the Company generated approximately
$50,000 in positive cash flow. The Company had approximately $5.1 million of net
cash provided by operating activities. During this same period, the Company had
net cash used in financing activities of approximately $5.1 million arising
principally from payments on acquisition, development and construction loans.
10
<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 an unspecified amount, allegedly sustained during Hurricane Andrew.
American Reliance failed to serve the Company within the required time period
for service of process. As a result, the Company obtained an order dismissing
the action. However, this order was overruled on appeal. As a consequence, the
Company entered into mediation to resolve this dispute. The Company has settled
the matter for $120,000.
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 19, 1999 /s/ Harry Weitzer
-----------------
Harry Weitzer
Chairman of the Board, President,
and Chief Executive Officer
(Principal Executive Officer)
Date: May 19, 1999 /s/ Sheryl S. Rice
------------------
Sheryl S. Rice
Vice President and Controller
(Principal Accounting Officer)
11
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS
<FISCAL-YEAR-END> SEP-30-1999 SEP-30-1999
<PERIOD-START> JAN-01-1999 OCT-01-1999
<PERIOD-END> MAR-31-1999 MAR-31-1999
<CASH> 529,537 529,537
<SECURITIES> 0 0
<RECEIVABLES> 0 0
<ALLOWANCES> 0 0
<INVENTORY> 34,995,560 34,995,560
<CURRENT-ASSETS> 2,241,698 2,241,698
<PP&E> 1,218,214 1,218,214
<DEPRECIATION> (738,776) (736,776)
<TOTAL-ASSETS> 38,246,233 38,246,233
<CURRENT-LIABILITIES> 34,141,816 34,141,816
<BONDS> 0 0
0 0
0 0
<COMMON> 56,460 56,460
<OTHER-SE> 4,047,957 4,047,957
<TOTAL-LIABILITY-AND-EQUITY> 38,246,233 38,246,233
<SALES> 12,157,394 26,663,274
<TOTAL-REVENUES> 12,211,498 26,878,929
<CGS> 11,002,455 23,752,160
<TOTAL-COSTS> 11,002,455 23,752,160
<OTHER-EXPENSES> 1,596,311 3,352,168
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 7,680 11,056
<INCOME-PRETAX> (394,948) (236,455)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> (394,948) (236,455)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (394,948) (236,455)
<EPS-PRIMARY> (0.07) (0.04)
<EPS-DILUTED> (0.03) (0.02)
</TABLE>
