-----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, TUwNTMKhuPDxsKbAze3pysB+inPNN3nGOqcJnRXDRPbPB6itkwSBUf/PegsbfhP+ LDmXalqRL1fNtqs13UwOTw== 0001188112-05-000092.txt : 20050113 0001188112-05-000092.hdr.sgml : 20050113 20050113100250 ACCESSION NUMBER: 0001188112-05-000092 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041015 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050113 DATE AS OF CHANGE: 20050113 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: 05527181 BUSINESS ADDRESS: STREET 1: 2050 40TH AVENUE STREET 2: SUITE ONE CITY: VERO BEACH STATE: FL ZIP: 32960 BUSINESS PHONE: 7727941414 MAIL ADDRESS: STREET 1: 2050 40TH AVENUE STREET 2: SUITE ONE CITY: VERO BEACH STATE: FL ZIP: 32960 8-K 1 t8k-4579.txt 8-K UNITED STATES 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): October 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) 2050 40TH AVENUE, SUITE ONE VERO BEACH, FLORIDA 32960 (Address of principal executive offices, including zip code) Registrant's telephone number, including area code: (772) 794-1414 2013 Indian River Boulevard Vero Beach, FL 32960 (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2 (b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4 (c)) SECTION 2 - FINANCIAL INFORMATION ITEM 2.02 - RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On October 15, 2004, Calton, Inc. issued a news release to report its consolidated financial results for the three and nine months ended August 31, 2004. The release is furnished as Exhibit 99.1 to this current report. The information furnished under Item 2.02 of this current report, including Exhibit 99.1 hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits: EXHIBIT NO. DESCRIPTION 99.1 News Release dated October 15, 2004, of Calton, Inc. Re: Consolidated Financial Results 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 hereunto duly authorized. CALTON, INC. -------------------------------------- (Registrant) By: /s/ Laura A. Camisa -------------------------------------- Laura A. Camisa Chief Financial Officer and Treasurer Dated: October 15, 2004 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION 99.1 News Release dated October 15, 2004, of Calton, Inc. Re: Consolidated Financial Results EX-99.1 2 tex99_1-4579.txt EX-99.1 EXHIBIT 99.1 NEWS RELEASE FOR IMMEDIATE RELEASE October 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 THIRD QUARTER 2004 RESULTS Vero Beach, Florida, October 15, 2004 - Calton, Inc. (OTC.BB:CTON.OB) announced today results for the quarter and nine months ended August 31, 2004. Anthony J. Caldarone, Chairman and Chief Executive Officer, announced a net profit of $53,000 ($0.01 per basic and diluted share) for the quarter ended August 31, 2004, compared to a net loss of $447,000 ($0.09 loss per basic and diluted share) for the quarter ended August 31, 2003. He also announced a net profit of $181,000 ($0.02 per basic and diluted share) for the nine months ended August 31, 2004, compared to a $1,530,000 net loss ($0.32 loss per basic and diluted share) for the nine months ended August 31, 2003. Revenues for the three months ended August 31, 2004 and 2003 were $3,351,000 and $188,000, respectively. Revenues for the three months ended August 31, 2004 included $3,193,000 from the homebuilding operations (which began operations in September 2003) and $158,000 from the website design and development operations. For the three months ended August 31, 2003, revenues included $77,000 from the technical staffing operations (which were wound down in the fourth quarter of fiscal 2003) and $111,000 from the website design and implementation operations. Revenues for the nine months ended August 31, 2004 and 2003 were $8,229,000 and $814,000, respectively. Revenues for the nine months ended August 31, 2004 included $7,753,000 from the homebuilding operations (which began operations in September 2003) and $475,000 from the website design and development operations. For the nine months ended August 31, 2003, revenues included $440,000 from the technical staffing operations (which were wound down in the fourth quarter of fiscal 2003) and $361,000 from the website design and implementation operations. Cost of sales from the homebuilding division amounted to $2,598,000 and $6,271,000 for the three and nine months ended August 31, 2004, respectively. There are no similar expenses in the three or nine months ended August 31, 2003 as the homebuilding operations began in September 2003. Cost of sales for the website design and implementation/technical staffing operations were $72,000 for the three months ended August 31, 2004 compared to $104,000 for the three months ended August 31, 2003. Cost of sales for the website design and implementation/technical staffing operations were $218,000 for the nine months ended August 31, 2004 compared to $514,000 for the nine months ended August 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 August 31, 2004 and August 31, 2003 were $628,000 and $576,000 respectively. Selling, general and administrative expenses for the nine months ended August 31, 2004 were $1,766,000 compared to $1,845,000 for the nine months ended August 31, 2003. During the nine months ended August 31, 2004, the Company received $228,000 from the sale of marketable securities. Although the Company's communities under development did not suffer significant damage as a result of the recent hurricane activity in Florida, the damage caused by the hurricanes in the region has adversely impacted the Company's ability to obtain building permits and utility installations. In addition, the Company is experiencing modest delays in the procurement of materials and the availability of subcontractors. As a result, the Company anticipates delays in deliveries of homes.
CALTON, INC. (OTC.BB:CTON.OB) Three Months Ended August 31, ---------------------------------------- 2004 2003 ------------------- ------------------- Revenues $3,351,000 $188,000 =================== =================== Net Profit/(Loss) $53,000 ($447,000) =================== =================== Earnings/(Loss) Per Share Basic and Diluted $0.01 ($0.09) =================== =================== Weighted Average Number of Shares Outstanding Basic 9,299,000 4,846,000 Diluted 9,400,000 4,846,000 Nine Months Ended August 31, ---------------------------------------- 2004 2003 ------------------- ------------------- Revenues $8,229,000 $814,000 =================== =================== Net Profit/(Loss) $181,000 ($1,530,000) =================== =================== Earnings/(Loss) Per Share Basic and Diluted $0.02 ($0.32) =================== =================== Weighted Average Number of Shares Outstanding Basic 9,268,000 4,712,000 Diluted 9,405,000 4,712,000
- -------------------------------------------------------------------------------- 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 impact of severe weather on the Company's homebuilding operations, 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-----