-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Hc6Pc0N6WVDoWWSyd6FiA9iDXSwE/rnIfu9lhpbkHU63bxl0rDy2WsKI3jC/Gy5i pQEXn3hfgD4supJJYUNp7w== 0001188112-04-000264.txt : 20040302 0001188112-04-000264.hdr.sgml : 20040302 20040302153308 ACCESSION NUMBER: 0001188112-04-000264 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040301 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040302 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CALTON INC CENTRAL INDEX KEY: 0000717216 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 222433361 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08846 FILM NUMBER: 04642675 BUSINESS ADDRESS: STREET 1: 2013 INDIAN RIVER BOULEVARD CITY: VERO BEACH STATE: FL ZIP: 32960 BUSINESS PHONE: 7727941414 MAIL ADDRESS: STREET 1: 2013 INDIAN RIVER BOULEVARD CITY: VERO BEACH STATE: FL ZIP: 32960 8-K 1 t8k-1780g.txt 8-K FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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 1, 2004 CALTON, INC. (Exact name of registrant as specified in its charter) NEW JERSEY 1-8846 22-2433361 (State or other jurisdiction of (Commission (IRS Employer incorporation) File Number) Identification Number) 2013 INDIAN RIVER BOULEVARD VERO BEACH, FLORIDA 32960 (Address of principal executive offices, including zip code) Registrant's telephone number, including area code: (772) 794-1414 Item 7. EXHIBITS. (c) The following exhibit is being furnished herewith: 99 News Release, dated March 1, 2004, of Calton, Inc. Item 9. REGULATION FD DISCLOSURE (Information provided under Item 12 - Results of Operations and Financial Condition). The following information is being provided under Item 12 - Results of Operations and Financial Condition. It is being furnished under Item 9 of this Form 8-K in accordance with interim guidance issued by the SEC in Release No. 33-8216. Such information, including the Exhibit attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934. On March 1, 2004, Calton, Inc. issued a news release to report its receipt of a delisting notification from the American Stock Exchange and to report its financial results for the three and twelve months ended November 30, 2003. The release is furnished as Exhibit 99 hereto. SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has fully caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Calton, Inc. ---------------------------------------- (Registrant) By: /s/ Thomas C. Corley ---------------------------------------- Thomas C. Corley, Senior Vice President, Treasurer and Chief Financial Officer Dated: March 2, 2004 2 EX-99 3 tex99-1780g.txt EX-99 EXHIBIT 99 NEWS RELEASE FOR IMMEDIATE RELEASE --------------------- March 1, 2004 For Further Information Contact: Anthony J. Caldarone Chairman and Chief Executive Officer Calton, Inc. (772) 794-1414 Company website: www.caltoninc.com ----------------- CALTON, INC. REPORTS DELISTING NOTIFICATION FROM THE AMERICAN STOCK EXCHANGE AND FOURTH QUARTER AND FISCAL YEAR 2003 RESULTS Vero Beach, Florida, March 1, 2004 - Calton, Inc. (AMEX:CN) announced today fourth quarter and fiscal year 2003 results and the receipt of a delisting notification from the American Stock Exchange ("AMEX"). AMERICAN STOCK EXCHANGE LISTING On February 27, 2004, the Company received notice from the AMEX staff indicating that the Company no longer complies with the AMEX's continued listing standards due to losses in three of its four most recent fiscal years and shareholders' equity below $4,000,000. The Company intends to appeal this determination and request a hearing before an AMEX committee. There can be no assurance that the Company's request for continued listing will be granted. If the Company's request for continued listing is not successful, it will seek to have its Common Stock become eligible for trading on the NASD's OTC Bulletin Board. FOURTH QUARTER RESULTS For the quarter ended November 30, 2003, the Company reported a net profit of $585,000 or $.06 per basic and diluted share, compared to a net loss of ($220,000) or ($.05) per basic and diluted share for the quarter ended November 30, 2002. The Company recognized a $487,000 deferred income tax benefit during the quarter ended November 30, 2003. Revenues of $2.3 million were generated in the quarter ended November 30, 2003 compared to $385,000 for the quarter ended November 30, 2002. FISCAL 2003 PERFORMANCE For the fiscal years ended November 30, 2003 and 2002, the Company reported a net loss of ($945,000) compared to a net loss of ($4,984,000), respectively. This amounted to a loss of ($0.16) and ($1.11) per basic and diluted share in fiscal 2003 and 2002, respectively. Revenues increased from $1,954,000 in the year ended November 30, 2002 to $3,133,000 in the year ended November 30, 2003. The increase is directly attributable to the Company's strategic decision to capitalize on existing management's experience in the homebuilding industry. This was accomplished through the acquisition of 35 residential lots in a 121-home residential Page 1 of 3 community being developed in Vero Beach, Florida in the fourth quarter of fiscal 2003. Revenues associated with the homebuilding division are anticipated to outpace revenues from other business operations and are ultimately expected to constitute the most significant component of consolidated revenues. Due to a severe downturn in the economic conditions in the Houston market, the Company decided to exit the Technical Staffing line of business in the fourth quarter of 2003. Anthony J. Caldarone, Chairman and Chief Executive Officer states "The Company is very excited about its homebuilding prospects in the state of Florida, and particularly in Indian River County." Page 2 of 3
CALTON, INC. (AMEX: CN) Quarter ended November 30, --------------------------------------- 2003 2002 ----------------- ----------------- Revenues $2,319,000 $385,000 ================= ================= Net income/(loss) $585,000 ($220,000) ================= ================= Basic and diluted earnings/(loss) per share $0.06 ($0.05) Weighted average number of shares outstanding, basic and diluted 9,224,000 4,625,000 Fiscal Year ended November 30, --------------------------------------- 2003 2002 ----------------- ----------------- Revenues $3,133,000 $1,954,000 ================= ================= Loss from continuing operations (945,000) (3,423,000) Loss from discontinued operations - (1,561,000) ----------------- ----------------- Net loss ($945,000) ($4,984,000) ================= ================= Basic and diluted loss per share Loss per share from continuing operations ($0.16) ($0.76) Loss per share from discontinued operations - ($0.35) ----------------- ----------------- Net loss per share ($0.16) ($1.11) ================= ================= Weighted average number of shares outstanding, basic and diluted 5,840,000 4,509,000
- -------------------------------------------------------------------------------- Certain information included in this press release and Company filings (collectively, "SEC filings") under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (as well as information communicated orally or in writing between the dates of such SEC filings) contains or may contain forward looking information that is subject to certain risks, trends and uncertainties that could cause actual results to differ materially from expected results. Among these risks, trends and uncertainties are matters related to the continued operating losses and their effects on liquidity, the Company's ability to raise capital, commercial acceptance of the Company's co-branded customer loyalty credit card program, national and local economic conditions, including conditions in the residential homebuilding industry, conditions and trends in the homebuilding, Internet and technology industries in general, changes in interest rates, the Company's ability to acquire property for development, the effect of governmental regulation on the Company and the risks described under the caption "Certain Risks" in the Company's Annual Report on Form 10-KSB for the fiscal year ended November 30, 2003. - -------------------------------------------------------------------------------- Page 3 of 3 -----END PRIVACY-ENHANCED MESSAGE-----