U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended July 31, 2000.
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ........... to ...........
Commission File No. 33-85102-01
SEVEN FIELDS DEVELOPMENT (PA), INC.
(Name of small business issuer in its charter)
PENNSYLVANIA 25-1752570
(State of Incorporation) (I.R.S. Employer Identification No.)
2200 Garden Drive, Suite 200, Seven Fields, PA 16046-7846
(Address of principal executive office with Zip Code)
Issuer's telephone number (724) 776-5070
Check whether the issuer (1) has filed all reports required to be filed by
Sections 13 or 15(d) of the Exchange Act 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.
Yes XX No ____
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date:
As of July 31, 2000 there were 2,905,514 shares of the
issuer's $1.00 par value common stock outstanding.
Transitional Small Business Disclosure Format
Yes ____ No XX
<PAGE>
SEVEN FIELDS DEVELOPMENT (PA), INC. AND SUBSIDIARIES
Form 10-QSB
FOR THE NINE MONTHS ENDED JULY 31, 2000 AND 1999
PART I - Financial Information
The following financial information is provided in response to Items 1 and 2
of Form 10-QSB.
Item 1 - Financial Statements
<TABLE>
SEVEN FIELDS DEVELOPMENT (PA), INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF JULY 31, 2000 AND OCTOBER 31, 1999
<CAPTION>
ASSETS
2000 1999
<S> <C> <C>
Cash $ 558,187 $ 26,076
Temporary investments 1,052,064 1,226,229
Total Cash & Temporary Investments $ 1,610,251 $ 1,252,305
Accounts and notes receivable, net of
allowances of $4,175 164,297 149,204
Mortgage notes receivable 262,500 391,348
Capitalized development costs 3,977,466 3,830,559
Capitalized house construction costs,
net of allowances 4,088,054 3,583,992
Prepaid expenses and deposits 261,824 114,468
Property not currently under development 2,453,930 2,394,290
Deferred income tax assets 724,359 1,284,232
Property, Buildings &
Equipment
Land $ 484,756
Buildings 1,294,345
Equipment and furnishings $ 476,167 861,656
Total Property, Buildings and
Equipment $ 476,167 $ 2,640,757
Accumulated Depreciation (314,271) (664,609)
Total Property, Buildings and
Equipment, Net of Accumulated
Depreciation $ 161,896 $ 1,976,148
Total Assets $ 13,704,577 $ 14,976,546
</TABLE>
<PAGE>
<TABLE>
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
<CAPTION>
2000 1999
<S> <C> <C>
Accounts payable and accrued expenses $ 69,560 $ 528,250
Accrued estimated costs related to
developed lots and buildings sold 1,599,631 1,411,228
Mortgages payable 87,500 954,470
Customer deposits and advances 300,585 276,395
General unsecured subordinated debt -
minority investors 8,935,674 9,105,485
Total Liabilities $ 10,992,950 $ 12,275,828
<CAPTION>
SHAREHOLDERS' EQUITY
<S> <C> <C>
Common stock, $1 par value,
10,000,000 shares authorized,
2,905,514 shares issued
and outstanding $ 2,905,514 $ 2,905,514
Additional Paid In Capital 44,193,337 45,021,411
Shareholders' Deficit - excess of
non-discharged debt over assets
on November 7, 1987 (Date of
reorganization) (52,235,399) (52,235,399)
Retained earnings, since
November 7, 1987 (Date
of reorganization) 7,848,175 7,009,192
Total Shareholders' Equity $ 2,711,627 $ 2,700,718
Total Liabilities and
Shareholders' Equity $ 13,704,577 $ 14,976,546
</TABLE>
<PAGE>
<TABLE>
SEVEN FIELDS DEVELOPMENT (PA), INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED JULY 31, 2000 AND 1999
<CAPTION>
2000 1999
<S> <C> <C>
Gross Revenue
Rental income $ 8,733 $ 22,402
Fees & other operating income 57,857 7,759
Water revenue 2,891 63,997
Developed lot and house sales 3,917,539 4,348,493
Sale of office building 425,000
$ 4,412,020 $ 4,442,651
Costs & Expenses
Cost of Developed Lots &
Houses Sold $ 3,526,372 $ 3,907,359
Cost of Office Building Sold $ 503,270
Other Operating Expenses* $ 61,321 $ 118,899
General & Administrative Expenses* $ 189,981 $ 189,812
Depreciation Expense $ 14,085 $ 27,644
Operating Income $ 116,991 $ 198,937
Interest Expense* $ (7,463)
Interest Income $ 19,289 $ 22,966
Income Before Provision for Income Taxes $ 136,280 $ 214,440
Provision for Income Taxes $ 54,585 $ 85,850
Net Income $ 81,695 $ 128,590
Net Income Per Share,
Basic and Fully Diluted .02 .04
Weighted Average Number of Shares 2,905,514 2,905,514
<FN>
* See details on following page.
</TABLE>
<PAGE>
<TABLE>
SEVEN FIELDS DEVELOPMENT (PA), INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
DETAILS OF OTHER OPERATING EXPENSES,
GENERAL AND ADMINISTRATIVE EXPENSES, AND INTEREST EXPENSE
FOR THE THREE MONTHS ENDED JULY 31, 2000 AND 1999
<CAPTION>
2000 1999
<S> <C> <C>
Other Operating Expenses
Payroll, payroll taxes and benefits $ 174,844 $ 174,590
Repairs & maintenance 29,874 30,792
Utilities 2,691 42,842
Insurance 24,850 22,800
Property taxes 1,594 6,263
Other operating supplies & services 8,960 13,792
Total Other Operating Expenses $ 242,813 $ 291,079
Less Costs Capitalized To
Development and House Construction (181,492) (172,180)
Net Operating Expenses $ 61,321 $ 118,899
General And Administrative Expenses
Payroll, payroll taxes and benefits $ 90,636 $ 104,299
Professional fees 14,715 13,523
Other general and administrative
expenses 96,630 83,768
Total General and Administrative
Expenses $ 201,981 $ 201,590
Less Costs Capitalized To
Development and Construction (12,000) (11,778)
Net General and Administrative
Expenses $ 189,981 $ 189,812
Interest Expense
Total Interest Expense $ 18,754
Less Interest Capitalized to
Development and House
Construction (11,291)
Net Interest Expense $ 7,463
</TABLE>
<PAGE>
<TABLE>
SEVEN FIELDS DEVELOPMENT (PA), INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED JULY 31, 2000 AND 1999
<CAPTION>
2000 1999
<S> <C> <C>
Gross Revenue
Rental income $ 39,531 $ 67,207
Fees & other operating income 65,837 40,147
Water revenue 9,150 156,442
Developed lot and house sales 9,018,569 8,884,439
Sale of water assets & office buildings 3,125,000
$ 12,258,087 $ 9,148,235
Costs & Expenses
Cost of Developed Lots &
Houses Sold $ 8,060,862 $ 7,825,932
Cost of Water Assets and Office
Buildings Sold $ 1,826,639
Other Operating Expenses* $ 269,347 $ 333,751
General & Administrative Expenses* $ 709,555 $ 654,890
Depreciation Expense $ 59,332 $ 82,497
Operating Income $ 1,332,352 $ 251,165
Interest Expense* $ (16) $ (7,463)
Interest Income $ 66,520 $ 56,938
Income Before
Provision for Income Taxes $ 1,398,856 $ 300,640
Provision for Income Taxes $ 559,873 $ 120,594
Net Income $ 838,983 $ 180,046
Net Income Per Share,
Basic and Fully Diluted .24 .05
Weighted Average Number of Shares 2,905,514 2,905,514
<FN>
* See details on following page.
</TABLE>
<PAGE>
<TABLE>
SEVEN FIELDS DEVELOPMENT (PA), INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
DETAILS OF OTHER OPERATING EXPENSES,
GENERAL AND ADMINISTRATIVE EXPENSES, AND INTEREST EXPENSE
FOR THE NINE MONTHS ENDED JULY 31, 2000 AND 1999
<CAPTION>
2000 1999
<S> <C> <C>
Other Operating Expenses
Payroll, payroll taxes and benefits $ 499,573 $ 509,797
Repairs & maintenance 122,048 103,437
Utilities 17,153 104,355
Insurance 74,950 71,400
Property taxes 7,809 18,553
Other operating supplies & services 37,591 35,732
Total Other Operating Expenses $ 759,124 $ 843,274
Less Costs Capitalized To
Development and Construction (489,777) (509,523)
Net Other Operating Expenses $ 269,347 $ 333,751
General And Administrative Expenses
Payroll, payroll taxes and benefits $ 328,780 $ 317,136
Professional fees 108,350 98,962
Other general and administrative
expenses 308,425 274,126
Total General and Administrative
Expenses $ 745,555 $ 690,224
Less Costs Capitalized To
Development and Construction (36,000) (35,334)
Net General and Administrative
Expenses $ 709,555 $ 654,890
Interest Expense
Total Interest Expense $ 7,808 $ 65,787
Less Interest Capitalized to
Development and House
Construction (7,792) (58,324)
Net Interest Expense $ 16 $ 7,463
</TABLE>
<PAGE>
<TABLE>
SEVEN FIELDS DEVELOPMENT (PA), INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED JULY 31, 2000 AND 1999
<CAPTION>
2000 1999
<S> <C> <C>
Cash Flows From Operating Activities:
Net income $ 838,983 $ 180,046
Provision for deferred income taxes 559,873 120,594
Depreciation 59,332 82,497
Capitalized development costs incurred (1,681,626) (399,903)
Capitalized house construction
costs incurred (6,922,106) (5,170,681)
Cost of lots & houses sold 7,893,123 7,584,449
Changes in other assets & liabilities:
Other assets (162,449) 83,074
Other liabilities (246,097) (305,980)
Net Cash Flows Provided By
Operating Activities $ 339,033 $ 2,174,096
Cash Flows From Investing Activities:
Additions to property, buildings and
equipment $ (50,207) $ (28,675)
Payments on notes receivable 128,848 75,500
Sale of property, buildings & equipment 1,805,127
Total Cash Flows Provided By
Investing Activities $ 1,883,768 $ 46,825
Cash Flows From Financing Activities:
Repayment of investor debt $ (169,811)
Return of capital distribution (828,074)
Proceeds from borrowings $ 87,500
Net repayments on credit lines (196,000)
Repayments of existing mortgages (866,970) (61,819)
Total Cash Flows Used In
Financing Activities $ (1,864,855) $ (170,319)
Net Increase in Cash and
Temporary Investments $ 357,946 $ 2,050,602
Cash & Temporary Investments,
Beginning of Period $ 1,252,305 $ 417,262
Cash & Temporary Investments,
End of Period $ 1,610,251 $ 2,467,864
Interest Expense Included in Net
Income Above $ 16 $ 7,463
Interest Paid & Included in Capitalized
Development & House Construction Costs $ 7,792 $ 58,324
Total Interest Paid $ 7,808 $ 65,787
</TABLE>
<PAGE>
<TABLE>
SEVEN FIELDS DEVELOPMENT (PA), INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF RETAINED EARNINGS
FOR THE NINE MONTHS ENDED JULY 31, 2000
<CAPTION>
CONSOLIDATED STATEMENT OF RETAINED EARNINGS
<S> <C>
Retained earnings - beginning $ 7,009,192
Net income for the nine month period 838,983
Retained earnings - ending $ 7,848,175
</TABLE>
<PAGE>
SEVEN FIELDS DEVELOPMENT (PA), INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED JULY 31, 2000 AND 1999
Basis of Presentation
The financial statements included herein have been prepared by the
Registrant, without audit, for filing with the Securities and Exchange
Commission pursuant to the rules and regulations of said commission. The
financial information presented herein, while not necessarily indicative of
results to be expected for the year, reflects adjustments comprising normal
recurring accruals which in the opinion of the Registrant are necessary for
the fair statement of the results for the periods indicated. This financial
information should be read in conjunction with financial statements and notes
thereto included in the Registrant's Annual Report for the two years in the
period ended October 31, 1999.
For comparative purposes certain 1999 amounts have been reclassified to
conform to the presentation adopted in 2000.
Principles of Consolidation
The consolidated financial statements include the accounts of Seven Fields
Development (PA), Inc. and its wholly-owned subsidiaries, Seven Fields
Development Company (a Pennsylvania Business Trust,"the Trust"), Seven Fields
(DEL), Inc., and Seven Fields Management, Inc. The companies were formed
pursuant to a plan of reorganization approved by the shareholders of Seven
Fields Development Corporation at the annual shareholders meeting on March
31, 1995.
All significant intercompany transactions have been eliminated from the
consolidated financial statements.
Minority Interest Adjustment and Earnings Per Share
The balance sheets of Seven Fields Development(PA), Inc. does not reflect the
minority interest of those shareholders of Seven Fields Development
Corporation who did not accept the exchange offer with Seven Fields
Development(PA), Inc., but instead received trust shares. Under generally
accepted accounting principles, it is not appropriate to reflect a negative
(i.e., a debit balance) minority interest in a balance sheet. Similarly,
there is no minority interest provision reflected in the statements of
operations because of such capital deficiency. Although earnings accrue to
the benefit of the minority shareholders of the Trust, no such minority
interest can be reflected in the statements of operations as long as the
Trust continues to have a capital deficiency, and as a result a negative
minority interest.
<PAGE>
SEVEN FIELDS DEVELOPMENT (PA), INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED JULY 31, 2000 AND 1999
Minority Interest Adjustment and Earnings Per Share
Earnings per share have been calculated to exclude the effect of the earnings
which accrue to the benefit of the minority shareholders although under
generally accepted accounting principles such minority interests may not be
reflected in the balance sheets or statements of operations so long as the
capital deficiency exists in the Trust.
The computation of earnings per share for the three months ended
July 31, 2000 and 1999 is as follows:
[CAPTION]
2000 1999
[S] [C] [C]
Net Income $ 81,695 $ 128,590
Less Net Income (Loss)
Accruing to Minority Interest
in Trust 13,572 21,363
Net Income (Loss) Applicable to
Seven Fields(PA), Inc.
Shareholders $ 68,123 $ 107,227
Earnings Per Share,
Basic and Diluted .02 .04
Weighted Average Shares
Outstanding 2,905,514 2,905,514
The computation of earnings per share for the nine months ended July 31, 2000
and 1999 is as follows:
[CAPTION]
2000 1999
[S] [C] [C]
Net Income $ 838,983 $ 180,046
Less Net Income Accruing to
Minority Interest in Seven
Fields Development Company 139,384 29,912
Net Income Applicable to Seven
Fields(PA), Inc. Shareholders $ 699,599 $ 150,134
Net Income Per Share,
Basic and Diluted .24 .05
Weighted Average Shares
Outstanding 2,905,514 2,905,514
<PAGE>
SEVEN FIELDS DEVELOPMENT (PA), INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED JULY 31, 2000 AND 1999
Part I - Item 2 Management Discussion and Analysis
of Financial Condition and Results
of Operations
Financial Condition
The Company's financial condition improved due to generation of net income of
$838,983 in the first nine months of 2000. Inventory at the end of the
quarter consists of ten single family homes, in various stages of
construction, including six homes under agreement of sale and four homes
available for sale. Also in inventory are thirty-four multi-family homes, in
various stages of construction, including sixteen homes under agreement of
sale and eighteen homes available for sale.
In November, 1999, the water service assets and the office building were sold
for $2.7 million to the Borough of Seven Fields and the mortgage of $632,000
associated with the office building was paid off. Pursuant to the terms of
the sale the company will maintain its offices in the building and $214,000
in prepayment of rent was forwarded to the Borough of Seven Fields. The net
proceeds from such sales were used to provide repayment of general unsecured
debt and return of capital of nearly $1.0 million. Additionally, in the
second quarter of 2000 the mortgage of nearly $235,000 on the real estate
office building was paid off. Also in the second quarter, the last townhouse
mortgage was sold. In the third quarter, the real estate office building was
sold for $425,000 to Hanna Holdings, Inc. pursuant to an agreement signed on
December 27, 1999.
Results of Operations for the Nine Month Period
Developed lot and house sales increased from 1999 to 2000 by over $134,000
due to sales of twenty-three lots, nine houses and thirty-four multi-family
units, and recognition of the remainder of revenue associated with the sale
of commercial land to UPMC, compared with twenty-seven lots, thirteen houses,
twenty-five multi-family units, and one commercial parcel a year earlier.
Because of the sale of water assets, related revenue decreased by over
$147,000 from 1999 to 2000. Additionally, rental income decreased because of
the sale of the office buildings. Lastly, revenue was increased in 2000 due
to the sales of the water assets and the two office buildings. As
a result of the above variations, total gross revenue in the period increased
by over $3.1 million from the prior year's period.
Cost of developed lots and houses sold increased by over $230,000 from
1999 to 2000 and cost of the water assets and office buildings sold was over
$1.8 million in 2000. The cost increase in cost of lots and houses sold is
due primarily to corresponding proportionate changes in sales volumes.
Other operating expenses decreased from 1999 to 2000 by over $64,000 due
primarily to lower utilities as a result of the sales of the water assets and
the two buildings.
Net general and administrative expense increased from 1999 to 2000 by nearly
$55,000 due primarily to rent expense incurred subsequent to the sale of the
office buildings.
Gross interest expense decreased from 1999 to 2000 by nearly $58,000 due
to pay off of the office building and real estate building
mortgages.
<PAGE>
Part I - Item 2 Management Discussion and Analysis
of Financial Condition and Results
of Operations
Results of Operations for the Nine Month Period (Con't)
Due to the variations previously indicated, the Company's income for the nine
month period, before provision for income taxes, increased from 1999 to 2000
by nearly $1.1 million.
The Company recognized a provision for income tax in 2000 of $559,873 and in
1999, $120,594; such amounts serve to reduce deferred income tax assets and
it is anticipated that no income tax will be paid this year. Upon adopting
Financial Accounting Standard #109 ("FAS 109")in 1994 the Company recognized
a $4 million dollar deferred tax asset, and, annually, values the
realizability of such asset based on the Company's ability to generate
sufficient revenue in future years. Based on the assets the Company currently
owns and its development plans, it is estimated that the deferred tax assets
will be utilized upon development and sale of the Company's remaining
property, and the Company has begun, effective November 1, 1996, recognizing
tax expense at a combined federal and state rate of 40%.
The Company entered into an agreement with Hanna Holdings, Inc. to sell its
remaining residential lots, houses, certain undeveloped property and an
office building on or before December 31, 2000. Until this sale is
consummated, the Company will continue to develop its undeveloped property,
build additional houses, and sell its lots, houses and commercial property.
The properties will be sold at primarily book value except for the developed
lots, which will be sold on the basis of established selling prices subject
to a discount ranging between 32% and 50% based on the absorption rates for
the lots. The purchase price anticipated is estimated to be in the range of
$6.0 to $7.0 million.
<PAGE>
SEVEN FIELDS DEVELOPMENT (PA), INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED JULY 31, 2000 AND 1999
Part II - Item 1 Legal Proceedings
None.
Part II - OTHER INFORMATION
Item 6. Exhibits and Other Reports on Form 8-K
(a) Exhibits
None
(b) Reports on Form 8-K
None
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Seven Fields Development(PA), Inc.
Date: September 8, 2000 By:PAUL VOYTIK, PRESIDENT
Paul Voytik, President
Date: September 8, 2000 By:LYNN HOFFMAN-KYLE, CHIEF FINANCIAL OFFICER
Lynn Hoffman-Kyle, Chief Financial Officer
