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, 2000
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number 33-89076
CENTURY BUILDERS GROUP, INC.
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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)
7270 N. W. 12TH STREET, SUITE 410, MIAMI, FL 33126
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(305) 599-8100
----------------------------------------------------
(Registrant's telephone number, including area code)
WEITZER HOMEBUILDERS INCORPORATED
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(Former name of the Registrant if changed from last report)
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 12, 2000
----- ------------
Common Stock, $.001 Par Value 37,572,112
<PAGE>
INDEX TO FORM 10-Q
PAGE
NO.
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PART I
ITEM-1 FINANCIAL STATEMENTS
Consolidated Condensed Balance Sheets -
March 31, 2000 (unaudited) and September 30, 1999 3
Consolidated Condensed Statements of Operations (unaudited)-
Three and Six Months Ended March 31, 2000 (Purchase Accounting
Basis) and 1999 (Predecessor Basis) 4
Consolidated Condensed Statements of Cash Flows (unaudited)-
Six Months Ended March 31, 2000 (Purchase Accounting
Basis) and 1999 (Predecessor Basis) 5
Notes to Consolidated Condensed Financial Statements (unaudited) 6
ITEM-2 MANAGEMENT'S DISCUSSION
Discussion and Analysis of Financial Condition and
Results of Operations 7
PART II OTHER INFORMATION
ITEM - 2 Changes in Securities and Use of Proceeds 12
ITEM - 4 Submission of Matters to a Vote of Securities Holders 12
ITEM - 6 Exhibits and Reports on Form 8-K 13
Signatures 13
2
<PAGE>
CENTURY BUILDERS GROUP AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
March 31, September 30,
2000 1999
----------- -------------
(Unaudited)
<S> <C> <C>
ASSETS
Cash $ 1,584,731 $ 2,395,002
Land and land development costs 46,942,349 39,327,397
Construction-in-progress 18,298,966 25,305,277
Model furnishings 403,350 290,023
Deferred loan costs 594,059 281,935
Goodwill 5,651,720 5,799,942
Investments in unconsolidated partnerships 1,456,200 1,463,391
Other assets 2,147,166 2,846,015
----------- -----------
$77,078,541 $77,708,982
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Customer deposits $ 1,727,929 $ 2,253,529
Accounts payable and accrued liabilities 4,402,224 3,250,605
Acquisition, development, and construction loans payable 34,364,185 41,377,879
Notes and loans payable 1,120,761 709,289
----------- -----------
41,615,099 47,591,302
----------- -----------
Shareholders' equity: (See Note 2)
Common Stock, $.001 par,
95,000,000 shares authorized,
37,572,112 shares issued and outstanding 37,572 --
Preferred Stock, $.01 par,
5,000,000 shares authorized, none issued -- --
Class A Common Stock, $.01 par,
40,000,000 shares authorized,
33,434,468 shares issued and outstanding
at September 30, 1999 -- 334,128
Class B Common Stock, $.01,
1,500,000 shares authorized,
issued and outstanding
at September 30, 1999 -- 15,000
Additional paid-in capital 34,226,095 29,768,552
Retained earnings 1,199,775 --
----------- -----------
35,463,442 30,117,680
----------- -----------
$77,078,541 $77,708,982
=========== ===========
</TABLE>
See Notes to Consolidated Condensed Financial Statements
3
<PAGE>
CENTURY BUILDERS GROUP AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
MARCH 31, MARCH 31,
--------------------------- ---------------------------
2000 2000
(PURCHASE 1999 (PURCHASE 1999
ACCOUNTING (PREDECESSOR ACCOUNTING (PREDECESSOR
BASIS) BASIS) BASIS) BASIS)
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Revenues:
Sale of homes $ 20,376,953 $ 12,157,394 $ 42,449,992 $ 26,663,274
Interest income 8,404 8,438 38,727 20,075
Other income 597,916 45,666 1,363,893 195,580
------------ ------------ ------------ ------------
20,983,273 12,211,498 43,852,612 26,878,929
------------ ------------ ------------ ------------
Operating cost and expenses:
Cost of homes sold 17,901,368 11,002,455 37,727,633 23,752,160
Selling expenses 1,240,306 967,037 2,576,343 2,033,449
General and administrative 498,139 420,136 1,384,804 945,977
Depreciation and amortization 695,931 209,138 950,011 372,742
Interest expense 12,323 7,680 14,046 11,056
------------ ------------ ------------ ------------
20,348,067 12,606,446 42,652,837 27,115,384
------------ ------------ ------------ ------------
Income (loss) before income taxes
635,206 (394,948) 1,199,775 (236,455)
Provision for income taxes -- -- -- --
------------ ------------ ------------ ------------
Net income (loss) $ 635,206 $ (394,948) $ 1,199,775 $ (236,455)
============ ============ ============ ============
Basic earnings (loss) per common
share $ 0.02 (0.07) $ 0.04 $ (0.04)
============ ============ ============ ============
Diluted earnings (loss) per
common share $ 0.02 (0.03) $ 0.04 $ (0.01)
============ ============ ============ ============
Weighted average number of common
shares outstanding 34,101,125 5,645,968 33,759,325 5,645,968
============ ============ ============ ============
</TABLE>
See Notes to Consolidated Condensed Financial Statements
4
<PAGE>
CENTURY BUILDERS GROUP AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
MARCH 31,
--------------------------------
2000 1999
(PURCHASE (PREDECESSOR
ACCOUNTING BASIS) BASIS)
----------------- ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 1,199,775 $ (236,455)
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Depreciation, amortization and other non-cash charges 942,820 372,742
Changes in assets and liabilities:
Land, land development costs, and construction-in-progress (608,641) 5,027,978
Other assets 623,669 (301,406)
Customer deposits (525,600) 172,893
Accounts payable and accrued liabilities 1,151,619 46,077
------------ ------------
Net cash provided by operating activities 2,783,642 5,081,829
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
(Purchase) proceeds from sale of furnishings (253,683) 8,783
Deposits in future projects (included in other assets) (148,774) --
------------ ------------
Net cash (used in) provided by investing activities (402,457) 8,783
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from acquisition, development and construction loans 24,358,536 15,106,460
Payments on acquisition, development and construction loans (31,372,230) (19,825,310)
Reorganization cost payments -- (127,453)
Deferred loan cost payments (735,221) (79,936)
Proceeds from notes and loans payable 1,000,000 --
Payments on notes and loans payable (588,528) (117,715)
Proceeds from issuance of stock 4,145,987 --
------------ ------------
Net cash used in financing activities (3,191,456) (5,043,954)
------------ ------------
NET (DECREASE) INCREASE IN CASH (810,271) 46,658
CASH BEGINNING OF PERIOD 2,395,002 482,879
------------ ------------
CASH END OF PERIOD $ 1,584,731 $ 529,537
------------ ------------
Supplemental disclosure of cash flow information:
Cash paid for interest, net of amount capitalized $ 14,046 $ 11,056
============ ============
</TABLE>
See Notes to Consolidated Condensed Financial Statements
5
<PAGE>
CENTURY BUILDERS GROUP AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION AND BUSINESS
Century Builders Group, Inc. (the Company, formerly known as Weitzer
Homebuilders Incorporated) was incorporated under the laws of the State of
Florida in June 1994, and engages, through its wholly owned subsidiaries, in the
design, construction and sale of moderately priced single-family residences and
townhouses in Miami-Dade and Broward counties in South Florida.
Comparative financial statements and notes to the consolidated financial
statements for periods prior to the change in control are reflected at their
historical amounts as previously reported by the Company ("predecessor basis").
The accompanying unaudited consolidated condensed 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, 1999. The September 30,
1999 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 - CAPITAL STOCK
On April 20, 2000 the Company held a special meeting of its shareholders. At
this meeting the Company's Articles of Incorporation were amended to provide for
only one class of Common Stock, $.001 par value per share, and in so doing to
cause the automatic conversion of outstanding shares of Class A Common Stock and
outstanding shares of Class B Common Stock into a like number of shares of the
Company's newly designated Common Stock.
Shareholders' equity of the Company's Consolidated Condensed Balance Sheet at
March 31, 2000 has been adjusted to conform with the Company's Articles of
Incorporation as amended.
NOTE 3 - EARNINGS PER SHARE
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 of common stock and common stock equivalents
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, if their inclusion is considered dilutive.
6
<PAGE>
NOTE 4 - RELATED PARTY TRANSACTIONS
On March 9, 2000, Century Partners Group, Ltd. ("Century"), the Company's
principal shareholder, purchased 2,637,644 shares of the Company's Class A
Common Stock at $1.56 per share. As a result of this transaction, Century's
interest in the Company increased to 89.47%.
On March 31, 2000 Century advanced to the Company, on a short-term basis,
$1,000,000. As of the date of this filing the Company has reimbursed Century
$500,000.
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, 1999. 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.
RECENT DEVELOPMENTS
SHAREHOLDERS' MEETING. On April 20, 2000 the Company held a special meeting of
its shareholders. At this meeting the following were discussed and approved:
/solid box/ The Company's Articles of Incorporation were amended to change
the Company's name to Century Builders Group, Inc.
/solid box/ The Company's Articles of Incorporation were amended to provide
for only one class of Common Stock, $.001 par value per share, and
in so doing to cause the automatic conversion of outstanding shares
of Class A Common Stock and outstanding shares of Class B Common
Stock into a like number of its shares of the Company's newly
designated Common Stock. This action eliminated the Company's
obligation to pay a cumulative dividend on its shares of Common
Stock.
/solid box/ The Company's Articles of Incorporation were amended to
increase the number of authorized shares of Common Stock to
95,000,000 shares, $.001 par value per share.
7
<PAGE>
/solid box/ The following six directors were elected to a one-year term:
Sergio Pino, Armando J. Guerra, Jose Cancela, Gabriel M. Bustamante,
Carlos Garcia and Humberto Lorenzo.
/solid box/ Deloitte & Touche LLP was appointed the Company's independent
public accountants.
CHANGE OF FISCAL YEAR. The Internal Revenue Service has accepted the Company's
application to change its fiscal tax year to end as of December 31, commencing
with the year ending December 31, 2000. For financial statements purposes, the
Company plans to change its fiscal year from September 30 to December 31.
CHANGE IN CONTROL. On August 2, 1999, Century Partners Group, Ltd. ("Century"),
a Florida limited partnership, purchased an aggregate 8,855,000 shares of Class
A and Class B common stock of the Company, from Chai Capital, Ltd. ("Chai"), the
Company's principal shareholder prior to this transaction, which resulted in a
change in control of the Company. In addition, Century acquired options to
purchase, directly from the Company, 22,123,893 shares of the Company's Class A
Common Stock at an exercise price of $1.13 per share (the "Options"), in
consideration of the payment of $1,130,998. The options provided the exercise
price may be tendered in cash or by conveyance to the Company, assets having a
fair market value equal to the exercise price.
On September 2, 1999 and September 30, 1999, Century exercised their option and
received 22,123,893 aggregate shares of Class A Common Stock of the Company, at
$1.13 per share. As consideration for issued shares, Century conveyed to the
Company cash, cash equivalents, Century's interest in five limited partnerships
and certain other assets. Three of the limited partnerships conveyed were wholly
owned subsidiaries of Century and the other two limited partnerships were 50%
owned by Century.
As a result of the above transactions, as of September 30, 1999, Century had
obtained a 88.7% interest in the Company. Under generally accepted accounting
principles, Century's basis in the Company is pushed down to the separate
financial statements of the Company. As a result, to the extent of this 88.7%
change in ownership, assets and liabilities of the Company were adjusted to the
fair value, capital was adjusted to reflect Century's purchase price for its
ownership interest, including a reclassification of the predecessor's
accumulated deficit against additional paid in capital and the difference
between Century's basis in its interest in the Company and its proportionate
share of the fair value of the net assets was recorded as goodwill
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:
8
<PAGE>
<TABLE>
<CAPTION>
THREE MONTHS ENDED THREE MONTHS ENDED
MARCH 31, 2000 MARCH 31, 1999
------------------ -------------------
<S> <C> <C>
Revenues 100.0% 100.0%
Cost of homes sold 85.3 90.1
Selling, general and administrative expenses 8.3 11.4
Depreciation, amortization and interest expense 3.4 1.8
Net income (loss) 3.0 (3.3)
</TABLE>
<TABLE>
<CAPTION>
SIX MONTHS ENDED SIX MONTHS ENDED
MARCH 31, 2000 MARCH 31, 1999
------------------ -------------------
<S> <C> <C>
Revenues 100.0% 100.0%
Cost of homes sold 86.0 88.4
Selling, general and administrative expenses 9.0 11.1
Depreciation, amortization and interest expense 2.2 1.4
Net income (loss) 2.8 (0.9)
</TABLE>
BACKLOG AND LOTS FOR SALE OR UNDER OPTION OR CONTRACT
The following table sets forth the Company's backlog, the lots for sale and the
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, 2000, approximately 55% of
the homes in backlog were under construction. The 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 LOTS FOR SALE
<TABLE>
<CAPTION>
March 31, 2000 SEPTEMBER 30, 1999 March 31, 1999
-------------- ------------------ --------------
<S> <C> <C> <C>
Number of homes in backlog 346 451 267
Aggregate sales value of homes in backlog $47,847,000 $59,317,000 $36,159,000
Lots for sale 773 935 493
Lots under development 1,018 766 0
Lots under option or contract 839 694 0
</TABLE>
COMPARISON OF THE THREE-MONTH PERIOD ENDED MARCH 31, 2000 AND 1999
Revenues from home sales increased $8.2 million or 71.8% from $12.2
million for the three months ended March 31, 1999 to $21.0 million for the three
months ended March 31, 2000. The average selling price of delivered units rose
$5,735 or 4.6% during the three-month period ended March 31, 2000 from $124,055
to $129,790, compared to the corresponding three-month period
9
<PAGE>
last year. This increase is primarily attributable to the change in the
Company's overall product mix between lower priced townhomes and higher priced
single-family homes. The total number of homes delivered during the comparable
period increased 6% from 98 to 157. Revenue from other sources increased by
approximately $550,000. The increase is primarily attributable to management fee
income and minority interest income generated.
Cost of homes sold increased $6.9 million or 6.3% from $11.0 million for the
three months ended March 31, 1999 to $17.9 million for the three months ended
March 31, 2000. The change is primarily attributable to the increase in the
number of homes sold. Cost of homes sold as a percentage of home sales decreased
from 90.5% for the three months ended March 31, 1999 to 87.9% for the three
months ended March 31, 2000. This 2.6% decrease of cost of homes sold as a
percentage of sales revenue is primarily attributable to the increase in the
average sales price of the product sold.
Selling, general and administrative ("SG&A") expenses increased from $1.4
million for the three months ended March 31, 1999, to $1.7 million for the three
months ended March 31, 2000. The increase is primarily attributable to the
increased selling cost associated with the higher number of units sold. SG&A
expenses as a percentage of total revenues decreased from 11.4% during the three
months ended March 31, 1999 to 8.3% for the three months ended March 31, 2000,
as a result of the Company's ability to leverage overhead.
Depreciation and amortization increased approximately $500,000, due to the
acquisition of furnishings and inception of new loans.
Net income increased approximately $1.0 million from a $394,948 loss for the
three-month period ended March 31, 1999 to $635,206 income for the corresponding
period ended March 31, 2000.
COMPARISON OF THE SIX-MONTH PERIOD ENDED MARCH 31, 2000 AND 1999
Revenues from home sales increased 59.2% from $26.7 million for the six months
ended March 31, 1999 to $42.4 million for the six months ended March 31, 2000.
The average selling price of delivered units rose $7,050 or 5.8% during the
six-month period ended March 31, 2000, from $121,200 to $128,250, compared to
the corresponding six-month 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 total number of homes delivered
during the comparable period increased 50% from 220 to 331. Revenue from other
sources increased by approximately $1.2 million. The increased is primarily
attributable to management fee income and minority interest income generated.
Cost of homes sold increased $13.9 million or 58.8% from $23.8 million for the
six months ended March 31, 1999 to $37.7 million for the six months ended March
31, 2000. The change is primarily attributable to the increase in the number of
homes sold. Cost of homes sold as a percentage of home sales decreased from
89.1% for the six months ended March 31, 1999 to 88.8% for the six months ended
March 31, 2000. This 0.3% decrease of cost of homes sold as a
10
<PAGE>
percentage of sales revenue is primarily attributable to the increase in the
sales price and on the mix of the product sold.
Selling, general and administrative ("SG&A") expenses increased from $3.0
million for the six months ended March 31, 1999, to $4.0 million for the six
months ended March 31, 2000. The increase is primarily attributable to the
increased selling cost higher number associated with the higher number of units
sold. SG&A expenses as a percentage of total revenues decreased from 11.1%
during the six months ended March 31, 1999 to 9.0% for the six months ended
March 31, 2000, as a result of the Company's ability to leverage overhead.
Depreciation and amortization increased approximately $600,000, due to the
acquisition of furnishings and inception of new loans.
Net income increased approximately $1.4 million from a $236,455 loss for the
six-month period ended March 31, 1999 to $1,199,775 income for the corresponding
period ended March 31, 2000.
LIQUIDITY AND FINANCIAL RESOURCES
GENERAL
At March 31, 2000, the Company had borrowings from banks and third parties
aggregating approximately $35.5 million compared to $42.1 million at September
30, 1999. 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, 2000, the Company had an aggregate of $54.5 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 Malibu Bay, Harmony Lakes, Tesoro at Forest Lakes, Lago del Sol, Fiesta, Los
Castillos at Windsor Palms, Las Costas, Dimensions, Century Park at Flagler,
Southwind Cove, Inspiration, Citrus Isles and La Cascada projects.
CASH FLOWS
Net cash provided by operating activities of $2,783,642 for the six months ended
March 31, 2000 included (1) net income of $1,199,775; (2) adjustments for
non-cash items of $942,820 and (3) a net change of $641,047 in operating assets
and liabilities, compared to net cash provided by operating activities of
$5,081,829 for the six months ended March 31, 1999, which included (1) a net
loss of $236,455; (2) adjustments for non-cash items of $372,742 and (3) a net
change of $4,945,542 in operating assets and liabilities. Net cash used in
investing activities of $402,457 for the six months ended March 31, 2000
included (1) $253,683 for the purchase of furnishings and (2) $148,774 of cost
associated with speculation on possible future projects, compared to net cash
provided in investing activities of $8,783 for the six month period ended March
31, 1999 which was the result of (1) proceeds from the sale of certain
furnishings. Net cash used in financing activities of $3,191,456 for the six
months ended March 31, 2000 included (1) net
11
<PAGE>
principal repayments of $7,013,694 on acquisition, development and construction
loans; (2) payments of $735,221 associated with the acquisition of new loans for
the acquisition, development and construction of new inventory; (3) net proceeds
of $411,472 from notes and loan payables and (4) proceeds of $4,145,987
resulting from the issuance of stock, compared to net cash used in financing
activities of $5,043,954 for the six month period ended March 31, 1999, which
included (1) net principal repayments of $4,718,850 on acquisition, development
and construction loans; (2) Reorganization cost payments of $127,453; (3)
payments of $79,936 associated with the acquisition of new loans for the
acquisition, development and construction of new inventory and (4) principal
payments of $117,715 to notes and loans payables. Net cash increased $1,584,731
for the six months ended March 31, 2000 compared to a net cash increase of
$529,537 for the six months ended March 31, 1999.
PART II. OTHER INFORMATION
ITEM - 2
CHANGES IN SECURITIES AND USE OF PROCEEDS
On April 20, 2000, at the Special Meeting of Shareholders of the Company, the
shareholders of the Company approved and adopted the proposal to amend the
Company's Articles of Incorporation to provide for one class of Common Stock,
$.001 par value per share, and in so doing effectuating the automatic conversion
of the outstanding shares of Class A Common Stock and outstanding shares of
Class B Common Stock into a like number of shares of the Company's newly
designated Common Stock.
ITEM - 4
SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
On April 20, 2000, at the Special Meeting of Shareholders of the Company, the
shareholders of the Company voted upon, approved and adopted the following:
(A) An amendment to the Company's Articles of Incorporation to change the
Company's name to Century Builders Group, Inc. (32,088,647 votes were cast
in favor of this proposal; 10,639 votes were cast against or withheld and
there were 5,000 abstentions).
(B) An amendment to the Company's Articles of Incorporation to provide for only
one class of Common Stock, $.001 par value per share, and in so doing to
effectuate the automatic conversion of outstanding shares of Class A Common
Stock and outstanding shares of Class B Common Stock into a like number of
shares of the Company's newly designated Common Stock (30,716,608 votes were
cast in favor of this proposal; 1,379,268 votes were cast against or
withheld and there were 1,361,559 abstentions).
(C) An amendment to the Company's Articles of Incorporation to increase the
number of authorized shares of Common Stock of the Company to 95,000,000
shares, $.001 par value
12
<PAGE>
per share (32,095,343 votes were cast in favor of this proposal; 21,559
votes were cast against or withheld and there were 300 abstentions).
(D) The election of the following six directors for a term of one year and until
their successors are duly elected and qualified:
DIRECTOR NOMINEE VOTES CAST FOR VOTES WITHHELD
---------------- -------------- --------------
Sergio Pino 32,095,343 8,943
Armand J. Guerra 32,096,443 7,843
Jose Cancela 32,096,443 7,843
Gabriel M. Bustamante 32,096,443 7,843
Carlos Garcia 32,095,943 8,343
Humberto Lorenzo 32,096,443 7,843
(E) The ratification of the appointment of Deloitte & Touche LLP, as the
Company's independent public accountants for the fiscal year ending December
31, 2000 (32,093,019 votes were cast in favor of this proposal; 9,959 votes
were cast against or withheld and there were 1,308 abstentions).
ITEM - 6
EXHIBITS AND REPORTS ON FORM 8-K
3.1 Amendment to the Company's Articles of Incorporation dated April 20, 2000.
27 Financial Data Schedule
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 12, 2000 /S/ SERGIO PINO
-----------------------------
Sergio Pino
Chairman of the Board, President,
and Chief Executive Officer
(Principal Executive Officer)
Date: May 12, 2000 /S/ EMILIANO DE LA FUENTE, JR.
------------------------------
Emiliano de la Fuente, Jr.
Senior Vice President and
Chief Financial Officer
(Principal Accounting Officer)
13
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
3.1 Amendment to the Company's Articles of Incorporation dated
April 20, 2000.
27 Financial Data Schedule
EXHIBIT 3.1
AMENDMENT TO THE COMPANY'S ARTICLES OF INCOPRPORATION DATED
APRIL 20, 2000
<PAGE>
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
WEITZER HOMEBUILDERS INCORPORATED
Pursuant to Section 607.1006 of the Florida Business Corporation Act,
WEITZER HOMEBUILDERS INCORPORATED, a Florida corporation (the "Corporation"),
hereby adopts the following Articles of Amendment:
1. The name of the Corporation is Weitzer Homebuilders Incorporated.
2. Article I of the Corporation's Articles of Incorporation is hereby
amended to read as follows:
ARTICLE I - NAME
The name of the Corporation is Century Builders Group, Inc.
3. Article III of the Corporation's Articles of Incorporation is hereby
amended to read as follows:
ARTICLE III - CAPITAL STOCK
Section 1. AUTHORIZED CAPITAL STOCK. The aggregate number of
shares of all classes of capital stock which the Corporation shall have
the authority to issue is 100,000,000, of which 95,000,000 shares shall
be common stock, par value $.001 per share (the "Common Stock"), and
5,000,000 shares shall be Serial Preferred Stock, par value $.01 per
share (the "Preferred Stock").
Section 2. SERIAL PREFERRED STOCK. The Board of Directors is
authorized at any time, and from time to time, to provide for the
issuance of shares of Preferred Stock in one or more series, and to
determine the designations, preferences, limitations and relative or
other rights of the Preferred Stock or any series thereof. For each
series, the Board of Directors shall determine by resolution or
resolutions adopted prior to the issuance of any shares thereof, the
designations, preferences, limitations and relative or other rights
thereof, including but not limited, to the following relative rights
and preferences, as to which there may be variations among the
different series:
a) The rate and manner of payment of dividends, if any;
b) Whether shares may be redeemed and, if so, the redemption
price and the terms and conditions of redemption;
c) The amount payable upon shares in the event of liquidation,
dissolution or other winding-up of the Corporation;
<PAGE>
d) Sinking funds provisions, if any, for the redemption or
purchase of shares;
e) The terms and conditions, if any, on which shares may be
converted or exchanged;
f) Voting rights, if any; and
g) Any other rights and preferences of such shares, to the
full extent now or hereafter permitted by the laws of the
State of Florida.
The Board of Directors shall have the authority to determine
the number of shares that will comprise each series.
Prior to the issuance of any shares of a series, but after
adoption by the Board of Directors of the resolution establishing such
series, the appropriate Officers of the Corporation shall file such
documents with the State of Florida as may be required by law.
4. The foregoing amendments to the Corporation's Articles of
Incorporation was duly authorized by the Corporation's Board of Directors on
March 20, 2000, and pursuant to Section 607.1003 of the Florida Business
Corporation Act was recommended to the holders of the Corporation's Series A
Common Stock and Series B Common Stock as set forth in the Corporation's Proxy
Statement dated March 23, 2000. At a Special Meeting of the Shareholders of the
Corporation held on April 20, 2000, the foregoing amendments were approved by
the holders of the Series A Common Stock and Series B Common Stock, with each
class voting separately. The number of votes cast for the foregoing amendments
by the holders of the Series A Common Stock and the Series B Common Stock, with
each class voting separately, were sufficient for approval by each such class.
5. In accordance with Section 607.0123 of the Florida Business
Corporation Act, this amendment to the Corporation's Articles of Incorporation
shall be effective immediately upon filing with the Florida Department of State.
The undersigned Chairman of the Board of Directors and President of the
Corporation has executed these Articles of Amendment this 20th day of April,
2000.
WEITZER HOMEBUILDERS INCORPORATED
By: /s/ Sergio Pino
--------------------------------------------------
Sergio Pino
Chairman of the Board of Directors and President
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS
<FISCAL-YEAR-END> DEC-31-2000 DEC-31-2000
<PERIOD-START> JAN-01-2000 OCT-01-1999
<PERIOD-END> MAR-31-2000 MAR-31-2000
<CASH> 1,584,731 1,584,731
<SECURITIES> 0 0
<RECEIVABLES> 0 0
<ALLOWANCES> 0 0
<INVENTORY> 65,241,315 65,241,315
<CURRENT-ASSETS> 4,197,425 4,197,425
<PP&E> 403,350 403,350
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 77,078,541 77,078,541<F1>
<CURRENT-LIABILITIES> 41,615,099 41,615,099
<BONDS> 0 0
0 0
0 0
<COMMON> 37,572 37,572
<OTHER-SE> 35,425,870 35,425,870
<TOTAL-LIABILITY-AND-EQUITY> 77,078,541 77,078,541
<SALES> 20,376,953 42,449,992
<TOTAL-REVENUES> 20,983,273 43,852,612
<CGS> 17,901,368 37,727,633
<TOTAL-COSTS> 17,901,368 37,727,633
<OTHER-EXPENSES> 2,434,376 4,911,158
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 12,323 14,046
<INCOME-PRETAX> 635,206 1,199,775
<INCOME-TAX> 0 0
<INCOME-CONTINUING> 635,206 1,199,775
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 635,206 1,199,775
<EPS-BASIC> 0.02 0.04
<EPS-DILUTED> 0.02 0.04
<FN>
<F1>
Includes $5,651,720 of goodwill
</FN>
</TABLE>
