8-K 1 d14246.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8 - K Current Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) : March 19, 2004 CALPROP CORPORATION (Exact name of registrant as specified in its charter)
California 1-6844 95-4044835 ------------------------------------------------------------- ------------------- (State or other jurisdiction of (Commission File Number) (I.R.S. Employer incorporation or organization) Identification No.) 13160 Mindanao Way, Suite 180, Marina Del Rey, California 90292 --------------------------------------------------------- ------------- (Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code) (310) 306-4314 ------------------ Not Applicable (Former name, former address and former fiscal year, if changed since last report.) ITEM 5. OTHER EVENTS. On March 19, 2004, Calprop Corporation issued a press release announcing its results of operations for the quarter ended September 30, 2003 and discussing certain other matters. The press release is filed as an exhibit hereto. ITEM 7. EXHIBITS. The following exhibits are filed with this current report on Form 8 - K: Exhibit No. Description ------------------------ 99 Press Release dated March 19, 2004 issued by Calprop Corporation 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. CALPROP CORPORATION By: /s/ Mark F. Spiro . --------------------------------------------- Mark F. Spiro Vice President/Secretary/Treasurer (Chief Financial and Accounting Officer) March 19, 2004 IMMEDIATE RELEASE Friday, March 19, 2004 CALPROP REPORTS THIRD QUARTER RESULTS Company Reports $1,193,342 in Losses in the Third Quarter MARINA DEL REY, CA, March 19, 2004 -- Calprop Corporation (OTCBB:CLPO), a California and Colorado home builder, today reported that it has incurred net losses for the three month period and for the nine month period ended September 30, 2003. "For the three month period and nine month period ended September 30, 2003, Calprop recognized net losses, respectively, as the Denver Metropolitan markets continue to show signs of a weakening in housing sales. We closed 64 units this quarter, leaving our total units in backlog at 11 units, $4,275,000, down 79.0% from 59 units, $20,400,000 a year ago," said Victor Zaccaglin, Calprop's chairman and chief executive officer. "We are presently building two different projects. Regarding our Denver Metropolitan markets, we have seen a continuing slow down in sales of our homes in our Bayhill project while our Highridge 2 Court project has improved sales. We have three properties in Southern California that are under contract, 213 units, and one property in Northern California, 77 units, that we have acquired. Our focus remains to reduce overhead and debt, while investigating the opportunity of selling our projects in order to accelerate the reduction of debt and the increase in shareholder value," Zaccaglin said. For the third quarter, Calprop's revenues were $5.6 million, an decrease of $16,108,558 or 74.3% from $21.7 million of revenues in the third quarter a year ago. Loss from development operations before recognition of impairment of real estate was ($27,336) for the third quarter, up $920,470 or 97.1% compared to the loss from operations before recognition of impairment of real estate of ($947,806) in the same quarter in the prior year. Net loss for the third quarter of 2003 was ($1,193,342) or ($0.12) per share on 10,239,105 weighted average shares and common stock equivalents, compared to a net loss of ($4,709,052) or ($0.46) per share on 10,254,005 weighted average shares and common stock equivalents, in the same quarter a year ago. The majority of the variation is the result of the recognition of an impairment of real estate under development in 2002 in the amount of $1,231,948 to the Saddlerock project in Aurora, Colorado and $1,407,520 to Highridge Court in Thornton, Colorado. These impairments were incurred due to the slow pace of sales and the resultant increase in carrying costs, most significantly, financing costs. For the year-to-date period, revenues were $17.7 million, down 79.4% from $86.0 million in 2002. Loss from development operations was ($4,988,613) for the nine months ended September 30, 2003, down $416,895 or 9.1%, compared to a loss from development operations of ($4,571,718) the same period in the prior year. The company reported a net loss of ($13,623,590) or ($1.33) per share on 10,238,672 weighted average shares and common stock equivalents, for the nine months ended September 30, 2003, compared with a loss of ($6,201,449) or ($0.61) per share on 10,254,005 weighted average shares and common stock equivalents, in the same period in 2002. The variation in results was driven mainly by the setting up of a reserve of $6,535,343 against the deferred tax asset in 2003. Calprop Corporation, based in Marina Del Rey, California, builds quality homes in some of the most desirable communities in both Northern and Southern California as well as the Colorado Denver Metropolitan area. The company's common stock is traded on the OTCBB under the symbol CLPO. - tables follow - 3 CALPROP CORPORATION ------------------- Balance Sheets -------------- (Unaudited)
September 30, December 31, 2003 2002 (Unaudited) ----------------- ----------------- Assets: Real estate development 13,465,638 24,166,829 Rental property 8,950,000 11,214,659 ----------------- ----------------- Total investment in real estate 22,415,638 35,381,488 Other assets: Cash and cash equivalents 1,054,905 3,444,541 Deferred tax asset -- 6,535,343 Other assets 718,807 713,574 ----------------- ----------------- Total other assets 1,773,712 10,693,458 ----------------- ----------------- Total assets 24,189,350 46,074,946 ================= ================= Liabilities and Stockholders' Equity: Liabilities of assets held for sale 7,769,035 8,291,256 Trust deeds and notes payable 6,387,610 11,784,923 Related party notes 14,258,709 13,987,634 ------------------ ----------------- Total trust deeds and notes payable 20,646,319 25,772,557 Accounts payable and accrued liabilities 1,835,012 2,374,863 Deposit -- 2,000,000 Warranty reserves 694,600 757,550 ------------------ ----------------- Total liabilities 30,944,966 39,196,226 Stockholders' equity: Common stock, no par value Authorized - 20,000,000 shares Issued and outstanding - 10,239,105 and 10,235,305 shares at September 30, 2003 and December 31, 2002, respectively 10,239,105 10,235,305 Additional paid-in capital 25,850,776 25,849,446 Deferred compensation (28,600) (28,600) Notes receivable from common stock sale (543,734) (527,858) Accumulated deficit (42,273,163) (28,649,573) ------------------ ----------------- Total stockholders' equity (6,755,616) 6,878,720 ------------------ ----------------- ------------------ ----------------- Total liabilities and stockholders' equity 24,189,350 46,074,946 ================== =================
- more - 4 CALPROP CORPORATION ------------------- Statements of Operations ------------------------ (Unaudited)
------------------------------- -------------------------------- Three Months Ended Nine Months Ended September 30, September 30, ------------------------------- -------------------------------- 2003 2002 2003 2002 --------------- -------------- --------------- --------------- Development operations: Real estate sales 5,569,748 21,678,306 17,734,926 86,028,975 Cost of real estate sales 5,597,084 22,626,112 18,037,389 86,129,000 --------------- -------------- --------------- --------------- (Loss) income from development operation before (27,336) (947,806) (302,463) (100,025) recognition of impairment of real estate --------------- -------------- --------------- --------------- --------------- -------------- --------------- --------------- Recognition of impairment of real estate -- (2,639,468) (4,686,150) (4,471,693) under development --------------- -------------- --------------- --------------- (Loss) income from development operations (27,336) (3,587,274) (4,988,613) (4,571,718) Income from investment in real estate venture -- -- -- 109,253 Other income Gain on sale of investment in real estate -- -- 2,000,000 -- venture Interest and miscellaneous 174,254 88,646 306,907 339,827 Management fee -- 10,931 -- 218,113 --------------- -------------- --------------- --------------- Total other income 174,254 99,577 2,306,907 557,940 --------------- -------------- --------------- --------------- Other expenses: General and administrative 307,787 777,491 1,257,560 1,851,936 Interest 438,330 113,642 1,015,846 113,642 --------------- -------------- --------------- --------------- Total other expenses 746,117 891,133 2,273,406 1,965,578 --------------- -------------- --------------- --------------- Minority interests -- -- 764 235 (Loss) before income tax expense (599,199) (4,379,830) (4,955,876) (5,870,338) Income tax expense -- -- 6,535,343 -- --------------- -------------- --------------- --------------- (Loss) from continuing operations ($599,199) ($4,379,830) (11,491,219) (5,870,338) --------------- -------------- --------------- --------------- Discontinued operations: Loss from discontinued operations (including impairment of $841,549 and $2,183,865) for the three and nine months ended September 30, 2003 (594,143) (329,222) (2,132,371) (331,111) --------------- -------------- --------------- --------------- Loss from discontinued operations (594,143) (329,222) (2,132,371) (331,111) --------------- -------------- --------------- --------------- Net loss ($1,193,342) ($4,709,052) ($13,623,590) ($6,201,449) Basic net income (loss) per share ($0.12) ($0.46) ($1.33) =============== ============== =============== =============== Diluted net income (loss) per share ($0.12) ($0.46) ($1.33) ($0.61) =============== ============== =============== =============== Weighted average number of common shares and common stock equivalents for dilutive net income 10,239,105 10,254,005 10,238,672 10,254,005
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Units single family 12 64 45 233 --------------- -------------- --------------- --------------- total 12 64 45 233
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