-----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, FUu2J1+vGT21VHRoxgL4FnvH1BU3BET5xf/HHYB4m6cLBip/wvLX0UL/y2udmwi1 9vbirrON4Jkvk1UMI+kCnQ== 0001188112-04-001082.txt : 20040716 0001188112-04-001082.hdr.sgml : 20040716 20040716144904 ACCESSION NUMBER: 0001188112-04-001082 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040715 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040716 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: 04917885 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-3172b.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): July 15, 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 July 15, 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 July 15, 2004, Calton, Inc. issued a news release to report its financial results for the three and six months ended May 31, 2004. 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/ Laura A. Camisa ------------------------------------- Laura A. Camisa, Chief Financial Officer and Treasurer Dated: July 15, 2004 EX-99 2 tex99-3172b.txt EX-99 Exhibit 99 NEWS RELEASE FOR IMMEDIATE RELEASE July 15, 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 SECOND QUARTER 2004 RESULTS Vero Beach, Florida, July 15, 2004 - Calton, Inc. (OTC.BB:CTON.OB) announced today results for the quarter and six months ended May 31, 2004. Anthony J. Caldarone, Chairman and Chief Executive Officer, announced a net profit of $98,000 ($0.01 per basic and diluted share) for the quarter ended May 31, 2004, compared to a net loss of $437,000 ($0.09 per basic and diluted share) for the quarter ended May 31, 2003. He also announced a net profit of $128,000 ($0.01 per basic and diluted share) for the six months ended May 31, 2004, compared to a $1,083,000 net loss ($0.23 per basic and diluted share) for the six months ended May 31, 2003. Revenues for the three months ended May 31, 2004 and May 31, 2003 were $2,190,000 and $253,000, respectively, compared to $4,877,000 and $626,000 for the six months ended May 31, 2004 and May 31, 2003, respectively. Revenues for the three months ended May 31, 2004 included $1,997,000 from the homebuilding operations (which began operations in September 2003) and $193,000 from the website design and development operations. For the three months ended May 31, 2003, revenues included $129,000 from the technical staffing operations (which were wound down in the fourth quarter of fiscal 2003) and $123,000 from the website design and implementation operations. Cost of sales from the homebuilding division amounted to $1,632,000 and $3,673,000 for the three and six months ended May 31, 2004, respectively. There are no similar expenses in the three or six months ended May 31, 2003 as the homebuilding operations began in September 2003. Cost of sales for the website design and implementation/technical staffing operations were $83,000 for the three months ended May 31, 2004 compared to $162,000 for the three months ended May 31, 2003. Cost of sales for the website design and implementation/technical staffing operations were $146,000 for the six months ended May 31, 2004 compared to $406,000 for the six months ended May 31, 2003. The decline in expenses is a direct result of the technical staffing operations being wound down in the fourth quarter of 2003. Selling, general and administrative expenses for the three months ended May 31, 2004 and May 31, 2003 were $574,000 and $539,000 respectively. Selling, general and administrative expenses for the six months ended May 31, 2004 were $1,138,000 compared to $1,269,000 for the six months ended May 31, 2003. During the quarter ended May 31, 2004, the Company received $228,000 from the sale of marketable securities.
CALTON, INC. (OTC.BB:CTON.OB) Three Months Ended --------------------------------- May 31, 2004 May 31, 2003 --------------- ---------------- Revenues $2,190,000 $253,000 =============== ================ Net Profit/(Loss) $98,000 ($437,000) =============== ================ Earnings/(Loss) Per Share Basic and Diluted $0.01 ($0.09) =============== ================ Weighted Average Number of Shares Outstanding Basic 9,264,000 4,645,000 Diluted 9,474,000 4,645,000 Six Months Ended --------------------------------- May 31, 2004 May 31, 2003 --------------- ---------------- Revenues $4,877,000 $626,000 =============== ================ Net Profit/(Loss) $128,000 ($1,083,000) =============== ================ Earnings/(Loss) Per Share Basic and Diluted $0.01 ($0.23) =============== ================ Weighted Average Number of Shares Outstanding Basic 9,252,000 4,644,000 Diluted 9,499,000 4,644,000
- -------------------------------------------------------------------------------- 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. - -------------------------------------------------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----