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
the quarterly period ended September 30, 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
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(State or other jurisdiction of (IRS Employer I.D. No.)
incorporation or organization)
7270 N. W. 12th Street, Suite 410, Miami, FL 33126
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(Address of principal executive offices) (Zip Code)
(305) 599-8100
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(Registrant's telephone number, including area code)
N/A
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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 November 9, 2000
----- ----------------
Common Stock, $.001 Par Value 41,305,445
<PAGE>
INDEX TO FORM 10-Q
<TABLE>
<CAPTION>
Page
No.
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<S> <C> <C>
PART I
ITEM-1 FINANCIAL STATEMENTS
Consolidated Condensed Balance Sheets - September 30, 2000
(unaudited), December 31, 1999 (unaudited) and September 30, 1999 3
Consolidated Condensed Statements of Operations (unaudited)-
Three and Nine Months Ended September 30, 2000 (Purchase
Accounting Basis) and 1999 (Predecessor Basis) 4
Consolidated Condensed Statements of Cash Flows (unaudited)-
Nine Months Ended September 30, 2000 (Purchase Accounting
Basis) and 1999 (Predecessor Basis) 5
Notes to Consolidated Condensed Financial Statements (unaudited) 6
ITEM-2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 8
PART II OTHER INFORMATION
ITEM - 2 Changes in Securities and Use of Proceeds 13
ITEM - 6 Exhibits and Reports on Form 8-K 13
Signatures 14
</TABLE>
2
<PAGE>
CENTURY BUILDERS GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
September 30, December 31, September 30,
2000 1999 1999
---- ---- ----
(Unaudited) (Unaudited)
<S> <C> <C> <C>
ASSETS
Cash $3,875,983 $ 4,073,968 $ 2,395,002
Land and land development costs 47,792,660 37,776,292 39,327,397
Construction-in-progress 13,560,012 22,291,475 25,305,277
Model furnishings 326,040 250,191 290,023
Deferred loan costs 664,240 377,109 281,935
Goodwill 5,506,782 5,726,192 5,799,942
Investments in unconsolidated partnerships 2,063,970 1,455,891 1,463,391
Other assets 3,863,903 3,951,590 2,846,015
----------------------------------------------------------
$77,653,590 $ 75,902,708 $ 77,708,982
==========================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Customer deposits $2,893,412 $ 2,175,187 $ 2,253,529
Accounts payable and accrued liabilities 2,350,117 5,760,329 3,250,605
Acquisition, development, and construction loans payable
33,469,945 36,404,428 41,377,879
Notes and loans payable 43,956 854,527 709,289
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38,757,430 45,194,471 47,591,302
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Shareholders' equity: (See Note 2)
Common Stock, $.001 par, 95,000,000 shares
authorized, 41,305,445 shares issued and
outstanding at September 30, 2000 41,305 - -
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 and 33,412,718
shares issued and outstanding at December 31
and September 30, 1999, converted in 2000 - 334,345 334,128
Class B Common Stock, $.01 par, 1,500,000 shares
authorized, issued and outstanding at December
31 and September 30, 1999, converted in 2000 - 15,000 15,000
Additional paid-in capital 37,029,262 29,794,323 29,768,552
Retained earnings 1,825,593 564,569 -
----------------------------------------------------------
38,896,160 30,708,237 30,117,680
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$77,653,590 $ 75,902,708 $ 77,708,982
==========================================================
</TABLE>
See Notes to Consolidated Condensed Financial Statements
3
<PAGE>
CENTURY BUILDERS GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three months ended Nine months ended
September 30, September 30,
---------------------------- ----------------------------
2000 1999 2000 1999
(Purchase (Predecessor (Purchase (Predecessor Basis)
Accounting Basis) Basis) Accounting
Basis)
<S> <C> <C> <C> <C>
Revenues:
Sales of homes $ 12,590,560 $ 13,322,672 $ 48,774,853 $ 39,195,125
Interest income 22,250 12,423 43,157 28,020
Other income 395,282 156,164 1,683,047 312,453
------------ ------------ ------------ ------------
13,008,092 13,491,259 50,501,057 39,535,598
------------ ------------ ------------ ------------
Operating cost and expenses:
Cost of homes sold 11,789,222 12,199,267 43,897,934 36,429,435
Selling expenses 464,693 975,960 2,775,293 2,857,854
General and administrative 291,030 447,366 1,308,785 1,423,473
Depreciation and amortization 339,206 368,708 1,241,415 1,222,133
Interest expense 1,716 5,632 16,606 20,121
------------ ------------ ------------ ------------
12,885,867 13,996,933 49,240,033 41,953,016
------------ ------------ ------------ ------------
Income (loss) before income taxes 122,225 (505,674) 1,261,024 (2,417,418)
Provision for income taxes -- -- -- --
------------ ------------ ------------ ------------
Net income (loss) $ 122,225 $ (505,674) $ 1,261,024 $ (2,417,418)
============ ============ ============ ============
Basic and diluted earnings
(loss) per share $ .00 $ (.03) $ .03 $ (.28)
============ ============ ============ ============
Weighted average common shares outstanding 38,059,068 14,674,587 37,081,018 8,688,579
============ ============ ============ ============
</TABLE>
See Notes to Consolidated Condensed Financial Statements
4
<PAGE>
CENTURY BUILDERS GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Nine months ended
September 30,
------------------------------------------
2000 1999
(Purchase (Predecessor Basis)
Accounting Basis)
----------------- ------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 1,261,024 $ (2,417,418)
Adjustments to reconcile net income (loss) to net cash provided by
operating activities:
Depreciation, amortization and other non-cash charges 1,241,415 1,222,133
Non-cash charge for impairment of long lived assets -- 883,150
Changes in assets and liabilities:
Land, land development costs, and construction-in-progress (1,284,905) 4,637,982
Other assets 110,550 (1,212,236)
Customer deposits 718,225 323,313
Accounts payable and accrued liabilities (3,410,212) (1,484,943)
------------ ------------
Net cash (used in) provided by operating activities (1,363,903) 1,951,981
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, equipment and model furnishings (243,354) (81,831)
Acquisition of a minority interest in a joint venture (600,000) --
Deposits in future projects (included in other assets) (326,266) (165,504)
------------ ------------
Net cash used in investing activities (1,169,620) (247,335)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from acquisition, development and construction loans 27,812,019 24,675,350
Payments on acquisition, development and construction loans (30,746,502) (28,167,841)
Deferred loan cost payments (834,132) (170,996)
Proceeds from issuance of stock options -- 1,130,998
Proceeds from issuance of common stock 6,914,724 2,404,355
Proceeds from notes and loans payable 938,844 400,000
Payments on notes and loans payable (1,749,415) (164,346)
------------ ------------
Net cash provided by financing activities 2,335,538 107,520
------------ ------------
NET (DECREASE) INCREASE IN CASH (197,985) 1,812,166
CASH BEGINNING OF PERIOD 4,073,968 582,836
------------ ------------
CASH END OF PERIOD $ 3,875,983 $ 2.395.002
============ ============
Supplemental disclosure of cash flow information:
1. Cash paid for interest, net of amount capitalized $ 16,606 $ 20,121
------------ ------------
2. Cash paid for income taxes 550,000 --
------------ ------------
3. On June 30, 2000, the Company sold land for $650,000. In
exchange, the Company received $150,000 cash and a
$500,000 note from a third party (included in other assets).
</TABLE>
See Notes to Consolidated Condensed Financial Statements
5
<PAGE>
CENTURY BUILDERS GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
September 30, 2000
(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 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 (as described in
Management's Discussion and Analysis of Financial Condition and Results of
Operations) 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 accounting principles generally
accepted in the United States, 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 accounting
principles generally accepted in the United States 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 accounting principles generally
accepted in the United States. 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.
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 September 19, 2000, Century Partners Group, Ltd. ("Century"), the Company's
principal shareholder, purchased from the Company 3,733,333 shares of the
Company's Common Stock at $0.75 per share, the closing price of the stock on
September 18, 2000. As a result of this transaction, Century's interest in the
Company increased to 90.42%.
7
<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
Condensed 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.
Forward-looking statements involve known and unknown risks and uncertainties,
which may cause the Company's actual results in future periods to differ
materially from forecasted results. Forward-looking statements include
statements regarding the intent, belief, projected or current expectations of
the Company or its Officers (including statements preceded by, followed by or
including forward-looking terminology such as "may", "will", "should",
"believe", "expect", "anticipate", "estimate", "continue" or similar expressions
or comparable terminology), with respect to various matters. The Company cannot
guarantee future results, levels of activity, performance or achievements.
Factors that could cause or contribute to such differences include, but are 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 filings with the Securities and
Exchange Commission (the "SEC"). Copies of the Company's SEC filings are
available from the SEC or may be obtained upon request from the Company. The
Company does not undertake any obligation to update the information contained
herein, which speaks only as of this date.
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, 1999. For financial statements purposes, the
Company has changed 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 that the
exercise price may be tendered in cash or by conveyance to the Company of assets
having a fair market value equal to the exercise price.
On September 2, 1999 and September 30, 1999, Century, the Company's principal
shareholder, 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
8
<PAGE>
Company cash, cash equivalents, Century's interest in five limited partnerships
and certain other assets. Three of the limited partnerships conveyed were
substantially 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.
On March 9, 2000, Century purchased from the Company 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 September 19, 2000, Century purchased from the Company 3,733,333 shares of
the Company's Class A Common Stock at $0.75 per share, the closing price of the
stock on September 18, 2000. As a result of this transaction, Century's interest
in the Company increased to 90.42%.
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
September 30, 2000 September 30, 1999
--------------------------- ---------------------------
<S> <C> <C>
Revenues 100.0% 100.0%
Cost of homes sold 90.6 90.4
Selling, general and administrative expenses 5.8 10.6
Depreciation, amortization and interest expense 2.6 2.8
--------------------------- ---------------------------
Net income (loss) 1.0% (3.8)%
=========================== ===========================
</TABLE>
<TABLE>
<CAPTION>
Nine Months Ended Nine Months Ended
September 30, 2000 September 30, 1999
--------------------------- ---------------------------
<S> <C> <C>
Revenues 100.0% 100.0%
Cost of homes sold 86.9 92.2
Selling, general and administrative expenses 8.1 10.8
Depreciation, amortization and interest expense 2.5 3.1
--------------------------- ---------------------------
Net income (loss) 2.5% (6.1)%
=========================== ===========================
</TABLE>
9
<PAGE>
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 September 30, 2000, approximately 38%
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 the Company will build on all of the available lots for sale.
Backlog of Homes and Lots for Sale
<TABLE>
<CAPTION>
September 30, 2000 September 30, 1999
-------------------------- -------------------------
<S> <C> <C>
Number of homes in backlog 459 451
Aggregate sales value of homes in backlog $ 62,661,000 $ 59,317,000
Lots for sale 1,329 935
Lots under development 1,055 766
Lots under option or contract 452 694
</TABLE>
Comparison of the Three-Month Period Ended September 30, 2000 and 1999
Revenues from home sales decreased $732,000 or 5.5% from $13.3 million for the
three months ended September 30, 1999 to $12.6 million for the three months
ended September 30, 2000. The average selling price of delivered units increased
by $16,131 during the current quarter from $122,226 for the quarter ended
September 30, 1999 to $138,358 for the quarter ended September 30, 2000. The
increase is primarily attributable to the change in the Company's overall
product mix between lower priced townhomes and higher priced single-family
homes. Due to unanticipated temporary construction delays, the total number of
homes delivered during the comparable period decreased 17% from 109 to 91.
Revenue from other sources increased by approximately $249,000. The increase is
primarily attributable to management fee income and minority interest income
generated.
Cost of homes sold decreased $410,000 or 3.4% from $12.2 million for the three
months ended September 30, 1999 to $11.8 million for the three months ended
September 30, 2000. The change is primarily attributable to the decrease in the
number of homes sold offset partially by the inclusion of approximately $880,000
impairment charge related to the Company's assessment of the recoverability of
certain projects, in cost of homes sold for the period ended September 30, 1999.
Cost of homes sold as a percentage of home sales increased from 91.6% for the
three months ended September 30, 1999 to 93.6 % for the three months ended
September 30, 2000. This 2.0% increase of cost of homes sold as a percentage of
sales revenue is primarily attributable to the mix of the product sold.
Selling, general and administrative ("SG&A") expenses decreased from $1.3
million for the three months ended September 30, 1999, to $760,000 for the three
months ended September 30, 2000. The decrease is primarily attributable to
decreased selling costs associated with the lower
10
<PAGE>
number of units sold and to budgetary reductions in advertising and marketing
expenditures. SG&A expenses as a percentage of total revenues decreased from
10.6% during the three months ended September 30, 1999 to 5.8% for the three
months ended September 30, 2000, as a result of the Company's ability to
leverage overhead as well as to the capitalization of start up costs associated
with projects in the developmental stage.
Net income increased approximately $628,000 from a loss of $506,000 for the
three-month period ended September 30, 1999 to income of $122,000 for the
corresponding period ended September 30, 2000.
Comparison of the Nine-Month Period Ended September 30, 2000 and 1999
Revenues from home sales increased $9.6 million or 24.4% from $39.2 million for
the nine months ended September 30, 1999 to $48.8 million for the nine months
ended September 30, 2000. The average selling price of delivered units rose
$6,695 or 5.2% during the nine-month period ended September 30, 2000, from
$127,671 to $134,366, compared to the corresponding nine-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 18.2% from 307
to 363. Revenue from other sources increased by approximately $1.4 million. The
increased is primarily attributable to management fee income and minority
interest income generated.
Cost of homes sold increased $7.5 million or 20.5% from $36.4 million for the
nine months ended September 30, 1999 to $43.9 million for the nine months ended
September 30, 2000. The change is primarily attributable to the increase in the
number of homes sold offset partially by the inclusion of approximately $880,000
impairment charge related to the Company's assessment of the recoverability of
certain projects, in cost of homes sold for the period ended September 30, 1999.
Cost of homes sold as a percentage of home sales decreased from 92.9% for the
nine months ended September 30, 1999 to 90.0% for the nine months ended
September 30, 2000. This 2.9% decrease of cost of homes sold as a percentage of
sales revenue is primarily attributable to the increase in the sales price, the
mix of the product sold and on the impairment charge previously mentioned.
Selling, general and administrative ("SG&A") expenses decreased from $4.3
million for the nine months ended September 30, 1999, to $4.1 million for the
nine months ended September 30, 2000. Partially offset by increased selling
expenses as a result of closing a higher number of units during 2000, the net
decrease is primarily attributable to budgetary reductions in advertising and
marketing expenditures and the capitalization of certain start up costs
associated with projects in the developmental stage. SG&A expenses as a
percentage of total revenues decreased from 10.8% during the nine months ended
September 30, 1999 to 8.1% for the nine months ended September 30, 2000, as a
result of the Company's ability to leverage overhead as well as to the other
factors previously mentioned.
Net income increased approximately $3.7 million from a loss of $2.42 million for
the nine-month period ended September 30, 1999 to income of $1.26 million for
the corresponding period ended September 30, 2000.
11
<PAGE>
Liquidity and Financial Resources
General
At September 30, 2000, the Company had borrowings from banks and third parties
aggregating approximately $33.5 million compared to $37.3 million at December
31, 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 September 30, 2000, the Company had an aggregate of $48.6 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, Los Castillos at Windsor Palms, Las Costas, Dimensions,
Century Park at Flagler, Southwind Cove, Citrus Isles and Las Cascadas projects.
Cash Flows
Net cash used in operating activities of $1,363,903 for the nine months ended
September 30, 2000 included (1) net income of $1,261,024; (2) adjustments for
non-cash items of $1,241,415 and (3) a net change of $3,866,342 in operating
assets and liabilities, compared to net cash provided by operating activities of
$1,951,981 for the nine months ended September 30, 1999, which included (1) a
net loss of $2,417,418; (2) adjustments for non-cash items of $1,222,133; (3)
impairment charges of $883,150 and (4) a net change of $2,264,416 in operating
assets and liabilities. Net cash used in investing activities of $1,169,620 for
the nine months ended September 30, 2000 included (1) $243,354 for the purchase
of property, equipment and model furnishings; (2) $600,000 of an investment in a
joint venture and (3) $326,266 of costs associated with speculation on possible
future projects, compared to net cash used in investing activities of $247,335
for the nine month period ended September 30, 1999 which included (1) $81,831
for the purchase of property, equipment and model furnishings and (2) $165,504
of costs associated with speculation on possible future projects. Net cash
provided by financing activities of $2,335,538 for the nine months ended
September 30, 2000 included (1) net principal repayments of $2,934,483 on
acquisition, development and construction loans; (2) payments of $834,132 of
costs associated with the acquisition of new loans for the acquisition,
development and construction of new inventory; (3) net payments of $810,571 on
notes and loan payables and (4) proceeds of $6,914,724 resulting from the
issuance of stock, compared to net cash provided by financing activities of
$107,520 for the nine month period ended September 30, 1999, which included (1)
net principal repayments of $3,492,491 on acquisition, development and
construction loans; (2) payments of $170,996 of costs associated with the
acquisition of new loans for the acquisition, development and construction of
new inventory; (3) proceeds of $3,535,353 resulting from the issuance of stock
and stock options and (4) net proceeds of $235,654 from notes and loans
payables. Net cash decreased $197,985 for the nine months ended September 30,
2000 compared to a net cash increase of $1,812,166 for the nine months ended
September 30, 1999.
12
<PAGE>
PART II. OTHER INFORMATION
ITEM - 2
CHANGES IN SECURITIES AND USE OF PROCEEDS
On September 19, 2000, Century Partners Group, Ltd. ("Century"), the Company's
principal shareholder, purchased from the Company 3,733,333 shares of the
Company's Common Stock at $0.75 per share, the closing price of the stock on
September 18, 2000. As a result of this transaction, Century's interest in the
Company increased to 90.42%.
ITEM - 6
EXHIBITS AND REPORTS ON FORM 8-K
(a) On September 29, 2000, the Company filed a Current Report on Form 8-K with
respect to its change in year end from September 30 to December 31 to be
effective December 31, 1999
.
(b) Exhibits
27 Financial Data Schedule
13
<PAGE>
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: November 9, 2000 /s/Sergio Pino
--------------
Sergio Pino
Chairman of the Board, President and Chief Executive Officer
(Principal Executive Officer)
Date: November 9, 2000 /s/Wayne O. Norris
------------------
Wayne O. Norris
Senior Vice President and Chief Financial Officer
(Principal Accounting Officer
14
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. EXHIBIT DESCRIPTION
----------- -------------------
27 Financial Data Schedule
