<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, 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
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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
----------------------------------------------------
(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 February 11, 2000
----- -----------------
Class A Common Stock, $.01 Par Value 33,434,468
Class B Common Stock, $.01 Par Value 1,500,000
1
<PAGE>
INDEX TO FORM 10-Q
Page
----
No.
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PART I
ITEM-1 FINANCIAL STATEMENTS
Consolidated Condensed Balance Sheets - 3
December 31, 1999 (unaudited) and September 30, 1999
Consolidated Condensed Statements of Operations (unaudited)-
Three Months Ended December 31, 1999 (Purchase Accounting
Basis) and 1998 (Predecessor Basis) 4
Consolidated Condensed Statements of Cash Flows (unaudited)-
Three Months Ended December 31, 1999 (Purchase Accounting
Basis) and 1998 (Predecessor Basis) 5
Notes to Consolidated Condensed Financial Statements 6
ITEM-2 MANAGEMENT'S DISCUSSION
Discussion and Analysis of Financial Condition and
Results of Operations 7
PART II OTHER INFORMATION
Exhibits and Reports on Form 8-K 10
Signatures 10
2
<PAGE>
WEITZER HOMEBUILDERS INCORPORATED AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS (Purchase Accounting Basis)
<TABLE>
<CAPTION>
December 31, September 30,
1999 1999
(Unaudited)
<S> <C> <C>
ASSETS
- ------
Cash $ 4,073,968 $ 2,395,002
Land and land development costs 37,776,292 39,327,397
Construction-in-progress 22,291,475 25,305,277
Model furnishings 250,191 290,023
Deferred loan costs 377,109 281,935
Goodwill 5,726,192 5,799,942
Investments in unconsolidated partnerships 1,455,891 1,463,391
Other assets 3,951,590 2,846,015
------------------------------------
$ 75,902,708 $ 77,708,982
====================================
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
Customer deposits $ 2,175,187 $ 2,253,529
Accounts payable and accrued liabilities 5,760,329 3,250,605
Acquisition, development, and construction loans payable 36,404,428 41,377,879
Notes and loans payable 854,527 709,289
------------------------------------
45,194,471 47,591,302
------------------------------------
Shareholders' equity:
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 as
of December 31, 1999 and September 30, 1999, respectively 334,345 334,128
Class B Common Stock, $.01 par, 1,500,000 shares authorized,
issued and outstanding 15,000 15,000
Additional paid-in capital 29,794,323 29,768,552
Retained earnings 564,569 -
------------------------------------
30,708,237 30,117,680
------------------------------------
$ 75,902,708 $ 77,708,982
====================================
</TABLE>
See Notes to Consolidated Condensed Financial Statements
3
<PAGE>
WEITZER HOMEBUILDERS INCORPORATED AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three months ended
December 31,
-----------------------------------------------
1999 1998
(Purchase Accounting (Predecessor
Basis) Basis)
-------------------- -------------------
<S> <C> <C>
Revenues:
Sales of homes $ 22,073,039 $ 14,505,880
Interest income 30,323 11,637
Other income 765,977 149,914
-------------------- -------------------
22,869,339 14,667,431
-------------------- -------------------
Operating costs and expenses:
Cost of homes sold 19,826,265 12,749,705
Selling expenses 1,336,037 1,066,412
General and administrative 886,665 525,841
Depreciation and amortization 254,080 163,604
Interest expense 1,723 3,376
-------------------- -------------------
22,304,770 12,724,475
-------------------- -------------------
Income before income taxes 564,569 158,493
Provision for income taxes - -
-------------------- -------------------
Net income $ 564,569 $ 158,493
==================== ===================
Basic earnings per common share $ 0.02 $ 0.03
==================== ===================
Diluted earnings per common share $ 0.02 $ 0.02
==================== ===================
Weighted average number of
common shares outstanding 33,421,239 5,645,968
==================== ===================
</TABLE>
See Notes to Consolidated Condensed Financial Statements
4
<PAGE>
WEITZER HOMEBUILDERS INCORPORATED AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Three months ended
December 31,
---------------------------------------
1999 1998
(Purchase (Predecessor
Accounting Basis) Basis)
------------------ -----------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 564,569 $ 158,493
Adjustments to reconcile net income to net cash provided by (used in) operating
activities:
Depreciation, amortization and other non-cash charges 284,468 226,895
Changes in assets and liabilities:
Land, land development costs, and construction-in-progress 4,564,907 2,223,737
Other assets (705,575) 620,207
Customer deposits (78,342) 15,353
Accounts payable and accrued liabilities 2,509,724 (834,468)
------------------ -----------------
6,575,182 2,251,724
------------------ -----------------
Net cash provided by operating activities 7,139,751 2,410,217
------------------ -----------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Deposits on future projects (300,000) -
------------------ -----------------
Net cash used in investing activities (300,000) -
------------------ -----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from acquisition, development and construction loans 11,236,445 8,566,808
Payments on acquisition, development and construction loans (16,209,896) (10,814,739)
Deferred loan cost payments (197,404) (14,936)
Payments on notes payable (15,918) (47,393)
Proceeds from issuance of stock options 25,988
------------------ -----------------
Net cash used in financing activities (5,160,785) (2,310,260)
------------------- -----------------
NET INCREASE IN CASH 1,678,966 99,957
CASH BEGINNING OF PERIOD 2,395,002 482,879
------------------ -----------------
CASH END OF PERIOD $ 4,073,968 $ 582,836
------------------ -----------------
Supplemental disclosure of cash flow information:
Cash paid for interest, net of amount capitalized $ 1,723 $ 3,376
================== =================
</TABLE>
See Notes to Consolidated Condensed Financial Statements
5
<PAGE>
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION AND BUSINESS
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.
Recent Developments
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 or the 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 89.7% 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 89.7%
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.
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
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, unless otherwise required by
applicable law and regulation.
In accordance to the Company's Articles of Incorporation, 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, 1999, cumulative unpaid dividends in arrears
amounted to approximately $6,800,000.
6
<PAGE>
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.
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.
Change in Fiscal Year End
The Company has filed with the Internal Revenue Service an application to change
its fiscal year to end as of December 31, commencing with the fiscal year ending
December 31, 2000.
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
December 31, 1999 December 31, 1998
--------------------------- ---------------------------
<S> <C> <C>
Revenues 100.0% 100.0%
Cost of homes sold 86.7 86.9
Selling, general and administrative expenses 9.7 10.9
Depreciation, amortization and interest expense 1.1 1.1
Net 2.5 1.1
income
</TABLE>
7
<PAGE>
Backlog and Available Lots for Sale or Under Option or Contract
- ---------------------------------------------------------------
The following table sets forth the Company's backlog, the 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, 1999, approximately
65% 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 Lots for Sale
- ----------------------------------
<TABLE>
<CAPTION>
December 31, December 31,
1999 1998
------------------- ------------------
<S> <C> <C>
Number of homes in backlog 400 214
Aggregate sales value of homes in backlog $ 54,785,000 $ 28,921,000
Lots for sale 761 644
Lots under development 935 0
Lots under option or contract 1,091 0
</TABLE>
Comparison of the Three Months Ended December 31, 1999 and 1998
- ---------------------------------------------------------------
Revenues from home sales increased 52% from $14.5 million for the three months
ended December 31, 1998 to $22.1 million for the three months ended December 31,
1999. The average selling price of delivered units rose during the period ended
December 31, 1999 6.7% from $118,900 to $126,900, 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 total number of homes delivered during the comparable period
increased from 122 to 174.
Cost of homes sold increased from $12.7 million for the three months ended
December 31, 1998, to $19.8 million for the three months ended December 31,
1999. The change is primarily attributable to the increase in the number of
homes sold. Cost of homes sold as a percentage of home sales increased from
87.9% for the three months ended December 31, 1998 to 89.8% for the three months
ended December 31, 1999. This 1.9% increase of cost of homes sold as a
percentage of sales revenue is primarily attributable to an overall increase in
the cost of materials and building components as well as to the changes in the
product mix mentioned above.
Selling, general and administrative ("SG&A") expenses increased from $1.6
million for the three months ended December 31, 1998, to $2.2 million for the
three months ended December 31, 1999. The increase is primarily attributable to
expenditures incurred in the implementation of management's expansion plans of
the Company's operations. SG&A
8
<PAGE>
expenses as a percentage of total revenues decreased from 10.9% during the three
months ended December 31, 1998 to 9.7% for the three months ended December 31,
1998, as a result of the Company's ability to leverage overhead.
Liquidity and Financial Resources
General
- -------
At December 31, 1999, the Company had borrowings from banks and third parties
aggregating approximately $37.3 million compared to $42.1 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 $ 45.5 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 and Southwind Cove projects.
Cash Flows
- ----------
During the three months ended December 31, 1999, the Company had approximately
$7.1 million of net cash provided by operating activities, primarily resulting
from a decrease in construction in progress resulting from the sale of homes.
The Company had net cash used in investing activities during the three months
ended December 31, 1999, mainly related to deposits on future projects, which
during this period have required investments of approximately $300,000. The
Company had cash used in financing activities during the three months ended
December 31, 1999 of $5.2 million. Based on the timing of construction loan
draws and repayment of outstanding construction loans on sold homes during this
period, the Company reduced its net construction financing by approximately $5
million.
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 - 6
EXHIBITS AND REPORTS ON FORM 8-K
(a) On December 2, 1999, the Company filed a Current Report on Form 8-K with
respect to a change of its independent certified public accountants.
(b) On December 15, 1999 the Company filed a Current Report on Form 8-K/A with
respect to a letter by its former independent certified public accountants
agreeing to the statements made by the Company on Form 8-K filed December
2, 1999
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 11, 2000
/s/ Sergio Pino
- -----------------------
Sergio Pino
Chairman of the Board, President,
And Chief Executive Officer
(Principal Executive Officer)
Date: February 11, 2000
/s/ Emiliano de la Fuente, Jr.
- ------------------------------
Emiliano de la Fuente, Jr.
Vice President and Chief Financial Officer
(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-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 4,073,968
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 60,067,767
<CURRENT-ASSETS> 5,784,590
<PP&E> 250,191
<DEPRECIATION> 0
<TOTAL-ASSETS> 75,902,708<F1>
<CURRENT-LIABILITIES> 45,194,471
<BONDS> 0
0
0
<COMMON> 349,345
<OTHER-SE> 30,358,892
<TOTAL-LIABILITY-AND-EQUITY> 75,902,708
<SALES> 22,073,039
<TOTAL-REVENUES> 22,869,339
<CGS> 19,826,265
<TOTAL-COSTS> 19,826,265
<OTHER-EXPENSES> 2,476,782
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,723
<INCOME-PRETAX> 564,569
<INCOME-TAX> 0
<INCOME-CONTINUING> 564,569
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 564,569
<EPS-BASIC> 0.02
<EPS-DILUTED> 0.02
<FN>
<F1>Includes $5,726,192 of Goodwill
</FN>
</TABLE>
