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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[x] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended December 31, 2000
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 1-8631
DOVER INVESTMENTS CORPORATION
(Name of registrant as specified in its charter)
DELAWARE 94-1712121
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
100 Spear Street, Suite 520, San Francisco, California 94105
(Address of Principal Executive Offices) (Zip Code)
(415) 777-0414
(Registrant's telephone number)
Securities registered under Section 12(b) of the Exchange Act:
Title of each class Name of each exchange on which registered
None None
Securities registered under Section 12(g) of the Exchange Act:
Class A Common Stock, $.01 par value per share
(Title of class)
Class B Common Stock, $.01 par value per share
(Title of class)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act during the
past 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 x No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [x]
The aggregate market value of the common stock held by non-affiliates of
the registrant, computed by reference to the average bid and asked prices
of the Class A Common Stock and Class B Common Stock as of March 1, 2001,
was $7,553,554.
The number of shares outstanding of each of the registrant's classes of
Common Stock as of March 1, 2001, were as follows:
Title Shares Outstanding
Class A Common Stock .......................... 881,987
Class B Common Stock .......................... 312,851
DOCUMENTS INCORPORATED BY REFERENCE
Certain portions of the Proxy Statement relating to the registrant's 2001
Annual Meeting of Stockholders are incorporated by reference into Part III
of this Report on Form 10-K.
TABLE OF CONTENTS
Page No.
PART I
ITEM 1. BUSINESS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ITEM 2. PROPERTIES. . . . . . . . . . . . . . . . . . . . . . . . . . . 5
ITEM 3. LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . . . . . 5
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS . . . . . . 5
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS . . . . . . . . . . . . . . . . . . . . . .5
ITEM 6. SELECTED FINANCIAL DATA . . . . . . . . . . . . . . . . . . . .7
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS . . . . . . . . . . . . . . . . . . . 9
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK . . . . . . . . . . . . . . . . . . . . . . . . . .12
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA . . . . . . . . . .12
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE. . . . . . . . . . . . . . . . . . . .13
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT. . . . . . .13
ITEM 11. EXECUTIVE COMPENSATION .. . . . . . . . . . . . . . . . . . . .13
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . 13
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. . . . . . . . .14
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON
FORM 8-K . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
APPENDIX A. CONSOLIDATED FINANCIAL STATEMENTS OF DOVER INVESTMENTS
CORPORATION AND SUBSIDIARIES, AND REPORT OF
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS,
DECEMBER 31, 2000, 1999 AND 1998
PART I
ITEM 1. BUSINESS
General
Dover Investments Corporation (the "Company") engages primarily in
residential real estate development. Westco Community Builders, Inc.,
a California corporation ("WCB"), is primarily responsible for the
construction and the development of the real estate.
The Company and WCB have formed one California general partnership,
Glenbriar Joint Venture, and three California limited liability companies,
Glenbriar Venture #2, LLC, Tracy Residential Venture Partners, LLC and
Meadowbrook Ventures, LLC (collectively, the "Developers") for development
of the Glenbriar Estates project described below, another California limited
liability company, South Tracy Industrial Park, LLC ("STIP"), for
development of the South Tracy Industrial Park project described below, and
another California limited liability company, Halcyon Properties, LLC
("Halcyon") for development of the San Leandro project described below.
For each of the above entities the Company contributes the majority of the
capital, ranging from 75% to 100%. WCB is paid a fee for managing the
construction and development of the real estate. An annual distribution is
made to the Company and WCB based upon capital contributed in the range
of 10% to 12%. Remaining profits in each entity are split in the range
of 50% to75% to the Company and the remainder to WCB, according
to the governing agreements.
The Company has also, together with three other parties, formed a
New York limited liability company, SPM, LLC ("SPM"), for development of the
Coram Plaza Shopping Center project described below. Capital Contributions
and Distributions to the members are made according to membership interest.
Initially, each member had a 25% membership interest. In 2000, the Company
and two of the other members of SPM purchased an additional 5% interest
each from the fourth member, thereby increasing the membership interest of
the three members to 30% each, with the fourth member retaining a 10%
membership interest in the company.
Real Estate Development
Below is a summary of the Company's major real estate development
activities during 2000.
MARINA VISTA
During 2000, the Company completed development of its Marina Vista
project in San Leandro, California. On February 8, 2000, the sale of the
last home at Marina Vista closed.
GLENBRIAR ESTATES
In 2000, the Company, through the Developers, continued to develop
the Glenbriar Estates project in Tracy, California. The Developers closed
the sale of 136 homes and 136 lots during 2000.
All of the land owned by the Developers is covered by either
vesting tentative subdivision maps or final subdivision maps. The Developers
are currently building two product types of homes at Glenbriar Estates, the
Glenbrook Subdivision and the Meadowbrook Subdivision. The market for homes
at Glenbriar Estates remained strong during 2000. In November of 2000, the
voters of Tracy passed a "slow growth" initiative which is intended to
slow residential development within the City of Tracy. Since the Glenbriar
Estates project is subject to vesting tentative subdivision maps or final
subdivision maps which predate the effective date of the initiative, the
Company does not believe that the initiative applies to the Glenbriar Estates
project. However, even assuming that the Company's position is correct, it is
likely that the passage of this initiative will at a minimum disrupt the
orderly development of residential properties in Tracy, including the
remainder of the Glenbriar Estates project. Additionally, reduced availability
of water or waste water capacity, and the state of the economy in general in
the Bay Area, also create uncertainty about development of Glenbriar Estates
project during 2001.
In addition, in 2000, the Developers sold a portion of the Glenbriar
Estates property, after constructing park improvements, to the City of Tracy
for use as a park site, and sold another portion of the property to the
Jefferson School District for use as part of a school site. Both sales
were mandated by the conditions of approval for the Glenbriar Estates
subdivision, and were made at fair market value.
HIGHER PRICED HOMES
In September of 1999, the Company entered into a joint venture with
WCB to develop a higher priced home that is, a home with a selling price of
over two million dollars. The property is located in Atherton, California,
and construction is scheduled for completion in approximately July 2001.
OTHER RESIDENTIAL PROPERTIES
In January 2001, the Company, through Halcyon, purchased an
additional property in San Leandro (19 lots). The Company in conjunction
with WCB has entered into a contract to purchase, subject to standard closing
conditions an additional property in Novato (20 lots). Close of escrow on
the Novato property is expected to occur during the first half of 2001. The
Company intends to develop both subdivisions for residential use.
SOUTH TRACY INDUSTRIAL PARK
In 1999 the Company, through STIP, entered into an agreement to
purchase and develop for industrial use approximately fifty acres of
industrial property in the southern part of the City of Tracy. The South Tracy
property currently is zoned industrial. A tentative subdivision map has been
approved by the City of Tracy, and approval of a final subdivision map
is pending. Site improvements commenced in the fourth quarter of 2000 and
the Company expects that construction of the first two industrial buildings
(approximately 30,000 sq. ft. each) will commence in the first quarter of
2001. Development and rental of the industrial park is expected to continue
for several years.
CORAM PLAZA SHOPPING CENTER, CORAM, NEW YORK
In 1999, SPM purchased a property, with buildings and improvements,
located in the Coram Plaza Shopping Center, in Coram, New York. SPM intends
to develop the property for commercial use. During the fourth quarter
of 2000, SPM sold a portion of the property to Home Depot, USA, Inc.
("Home Depot").
Competitive Position of the Company
The development and sale of residential properties is highly
competitive, and the Company competes with numerous national, regional and
local builders primarily on the basis of price, location, design, reputation,
quality and amenities. In addition, the Company competes with other housing
alternatives including existing homes and rental housing. Although the
Company believes that it competes effectively with respect to each of these
factors, there can be no assurance that the Company will maintain its
competitive position against current and potential competitors.
Homebuilding Industry
The homebuilding industry is cyclical and is affected by changes in
general and local economic and other conditions including employment levels,
demographic considerations, availability of financing, interest rate levels,
federal income tax provisions, consumer confidence and housing demand. In
addition, homebuilders are subject to various risks, many of them
outside of the control of the homebuilder, including availability and cost
of land, availability and cost of materials and labor, weather conditions,
delays in construction schedules, cost overruns, changes in government
regulations and increases in property taxes and other local government
fees. Net orders often vary on a seasonal basis, with the lowest order
activity typically occurring in the winter months.
Government Regulation and Environmental Matters
The homebuilding industry is subject to various federal, state and
local laws, ordinances, rules and regulations concerning zoning, building
design, construction and similar matters. The operations of the Company are
also affected by environmental laws and regulations, including regulations
pertaining to availability of water, municipal sewage treatment
capacity, land use, protection of endangered species and population density.
Compliance with these laws and regulations may result in delays and may cause
the Company to incur substantial costs.
Various permits and approvals are required to complete the Company's
real estate developments. The ability of the Company to obtain such permits
and approvals is often beyond the Company's control. The length of time
necessary to obtain permits and approvals increases the carrying costs of
unimproved property acquired for the purpose of development and can delay
the timing of the closing of its sales. In addition, the continued
effectiveness of permits already granted is subject to changes in policies,
rules and regulations and their interpretation and application.
Backlog
The Company has a backlog of homes and lots for which it has
entered into sales contracts but which it has not yet delivered. The Company's
backlog at December 31, 2000 was approximately twenty-nine homes and
twenty-nine lots at an aggregate price of approximately $10,008,000. As the
Company's sales contracts are subject to certain conditions being satisfied
and generally may be cancelled by the customer in the event mortgage financing
is unobtainable within a specified period of time, no assurances can be given
that homes and lots subject to pending sales contracts will result in closings.
Employees
The Company currently has eight full-time employees, all of whom
work at the Company's executive offices in San Francisco.
Executive Officers of the Company
The following is information with respect to the executive officer
of the Company who is not also a director of the Company:
Erika Kleczek - Ms. Kleczek, age 58, has served as the Company's
Principal Financial Officer since January 1997 and as the Company's Secretary
and Treasurer since February 1991. Ms. Kleczek served in various managerial
positions for the Company and Homestead Savings and Loan Association, a
former subsidiary of the Company, from June 1983 to February 1991.
ITEM 2. PROPERTIES
The Company leases its executive office space in San Francisco,
California under a lease that commenced on October 1, 1997 and ends on
September 30, 2002, with an option to extend for an additional period of
five years.
ITEM 3. LEGAL PROCEEDINGS
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
Market Information
Shares of the Company's Class A Common Stock and Class B Common
Stock are currently traded on the NASD OTC Bulletin Board under the symbols
DOVR-A and DOVR-B, respectively.
The high and low bid information for 2000 and 1999 are as reported
on the National Quotation Bureau Pink Sheets. Such bid quotations reflect
inter-dealer prices, without retail mark-up, mark-down or commission, and may
not represent actual transactions.
CLASS A COMMON STOCK
High Low
Fiscal 2000 Quarter Ended:
March 31 16.000 13.000
June 30 13.125 12.250
September 30 13.750 12.375
December 31 12.500 10.750
Fiscal 1999 Quarter Ended:
March 31 9.000 7.500
June 30 9.750 8.250
September 30 11.000 9.125
December 31 13.375 11.000
CLASS B COMMON STOCK
High Low
Fiscal 2000 Quarter Ended:
March 31 17.000 15.000
June 30 17.000 13.000
September 30 14.179 14.000
December 31 12.500 8.500
Fiscal 1999 Quarter Ended:
March 31 11.000 9.000
June 30 8.250 8.125
September 30 12.500 10.125
December 31 13.750 10.750
Holders
As of March 1, 2001, there were 439 stockholders of record
of the Class A Common Stock and 133 stockholders of record of the Class B
Common Stock.
Dividends
The Company has not paid dividends on the Class A Common Stock
and Class B Common Stock since June 30, 1989 and presently has no intention
to pay dividends in the foreseeable future.
In August 1997 and June 1995, the Company's Board of Directors
approved a stock repurchase program under which the Company may, subject to
certain requirements, purchase up to 400,000 shares of its Common Stock in
the open market. Through December 31, 2000, the Company had repurchased
164,860 shares of Common Stock, at an aggregate purchase price of $895,773.
As of December 31, 2000 and 1999, 0 and 65,066 shares, respectively, had
been reissued pursuant to the Company's stock option plans.
ITEM 6. SELECTED FINANCIAL DATA
The following table sets forth certain consolidated financial
data for the periods indicated and should be read in conjunction with the
Consolidated Financial Statements, related notes and other financial
information appearing elsewhere in Part II of this Form 10-K Annual
Report as well as the sections of our Quarterly Reports Form 10-Q
(dollar amounts in thousands, except per share amounts).
Quarterly Financial Data:
Quarter Ended
March 31, June 30, September 30, December 31,
2000 2000 2000 2000
Net Sales $15,481 $11,379 $13,615 $11,800
Cost of Sales 10,300 7,740 9,483 7,913
Minority Interest
in Joint Ventures 1,384 1,293 1,394 554
Gross Profit 3,797 2,346 2,738 3,333
Selling Expenses 864 519 605 547
General and
Administrative
Expenses 341 271 443 611
Other Income 349 398 504 399
Income before
Income Taxes 2,941 1,954 2,194 2,574
Provision for
Income Taxes 1,009 908 776 1,653
Net Income $1,932 $1,046 $1,418 $ 921
Basic Earnings
per Share $1.69 $0.92 $1.24 $0.80
Diluted Earnings
per Share $1.62 $0.89 $1.21 $0.80
Weighted Average
Number of Shares
Outstanding:
Basic 1,142,540 1,142,790 1,142,790 1,145,489
Diluted 1,189,794 1,168,960 1,170,234 1,145,489
Quarter Ended
March 31, June 30, September 30, December 31,
1999 1999 1999 1999
Net Sales $16,967 $18,591 $21,808 $11,115
Cost of Sales 12,984 13,740 16,472 8,110
Minority Interest
in Joint Ventures 1,021 1,361 1,211 1,777
Gross Profit 2,962 3,490 4,125 1,228
Selling Expenses 706 856 1,406 592
General and
Administrative
Expenses 216 223 213 555
Other Income 158 188 249 280
Income before
Income Taxes 2,198 2,599 2,755 361
Provision for
Income Taxes 811 1,037 1,072 688
Net Income (Loss) $1,387 $1,562 $1,683 $(327)
Basic Earnings
(Loss) per Share $1.30 $1.47 $1.55 $(0.29)
Diluted Earnings
(Loss) per Share $1.28 $1.38 $1.52 $(0.29)
Weighted Average
Number of Shares
Outstanding:
Basic 1,063,575 1,062,585 1,082,933 1,094,472
Diluted 1,087,349 1,131,884 1,107,907 1,108,427
Annual Financial Data:
The following table sets forth certain consolidated financial
data for the periods indicated and should be read in conjunction with the
Consolidated Financial Statements, related notes and other financial
information appearing elsewhere in Part II of this Form 10-K Annual
Report (dollar amounts in thousands, except per share amounts).
Year Ended December 31,
2000 1999 1998 1997 1996
Statement of Operations Data:
Total revenues $52,275 $68,481 $26,120 $18,921 $10,036
Gross profit 12,214 11,805 4,839 2,553 880
Net income (loss) 5,317 4,305 1,410 388 (174)
Basic earnings (loss)
per share $4.64 $3.93 $1.34 $0.39 $(0.18)
Diluted earnings (loss)
per share $4.64 $3.88 $1.30 $0.38 $(0.18)
Balance Sheet Data:
Cash and cash equivalents $20,531 $15,449 $ 8,622 $ 2,660 $ 1,438
Total assets 43,245 44,118 37,467 29,109 27,725
Total debt 2,479 8,299 12,650 7,063 5,999
Stockholders' equity 37,737 29,936 22,797 20,447 19,096
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The information set forth below and elsewhere in this Annual Report
contains forward-looking statements, which reflect the Company's current
views with respect to future events and financial performance. The words
"expects", "intends", "believes", "anticipates", "likely" and "will" and
similar expressions generally identify forward-looking statements.
These forward-looking statements are subject to certain risks and
uncertainties, including, among others, the risks discussed herein, that
could cause actual results and events to differ materially from historical
results or those anticipated in the forward-looking statements.
Results of Operations for the Years Ended December 31, 2000 and 1999
The Company had net income of $5,317,000 for the year ended
December 31, 2000, compared to $4,305,000 in 1999.
In the year ended December 31, 2000, the Company closed the sale
of 8 homes at the Marina Vista development project, compared to 45 closed
home sales in 1999. At the Glenbriar Estates project, the Company closed
the sale of 136 homes and the sale of 136 lots for the year ended
December 31, 2000, compared to 121 homes and 121 lots in 1999. In 2000, the
Company also closed the sale of a portion of the Glenbriar Estates property
to the City of Tracy for the use as a park site, and another portion of the
property to the Jefferson School District for use as part of a school site.
In the year ended December 31, 2000, the Company did not sell any
higher priced homes, compared to the sale of three homes in 1999.
Total sales for the year ended December 31, 2000 were $52,275,000,
resulting in a gross profit of $12,214,000 and a gross profit margin of 23.36%,
compared to total sales of $68,481,000, resulting in a gross profit of
$11,805,000 and a gross profit margin of 17.24%, for the same period in 1999.
The increase in gross profit resulted primarily from increases in sales
prices and the strong California real estate market in general. The decrease
in sales resulted primarily from decreased sales at the Marina Vista project
and the absence of sales of higher priced homes.
Minority interest in joint ventures for the year ended
December 31, 2000 decreased to $4,625,000, compared to $5,370,000 for 1999.
The decrease in minority interest is attributable to the absence of sales
of higher priced homes, which offset increases otherwise resulting from
the sale of a larger number of homes and lots at the Glenbriar Estates
project.
Selling expenses for the year ended December 31, 2000 were
$2,535,000, which represents 4.85% of revenues for 2000, compared to
$3,560,000, which represents 5.20% of revenues for 1999. The decrease in
selling expenses was primarily due to decreased sales at the Marina Vista
project, decreased staffing at the development projects and decreased
marketing and related commission expenses.
General and administrative expenses for the year ended
December 31, 2000 were $1,666,000, compared to $1,207,000 for 1999, an
increase of 38.03% compared to 1999. The increase was primarily due to
increased staffing and higher levels of personnel, salary increases,
increased performance based compensation, the initial funding of the
Company's qualified retirement plan, and increased professional and legal
fees.
Interest income in 2000 increased to $1,591,000, compared to
$824,000 in 1999. The increase is attributable to increases in interest
rates and increased interest from notes receivable.
The Company expects that the development projects will continue
to provide a profit from the sale of homes and lots. See "BUSINESS -
Homebuilding Industry" above for a discussion of general economic conditions
and competitive factors that influence the Company's profitability.
Results of Operations for the Years Ended December 31, 1999 and 1998
The Company had net income of $4,305,000 for the year ended
December 31, 1999, compared to $1,410,000 for the year ended
December 31, 1998.
In the year ended December 31, 1999, the Company closed the
sale of 45 homes at the Marina Vista development project, compared to 42
closed homes in 1998. At the Glenbriar Estates project, the Company closed
the sale of 121 homes and 121 lots in 1999, compared to 29 homes 117 lots
in 1998. In the year ended December 31, 1999, the Company also closed the
sale of three higher priced homes.
Total sales for the year ended December 31, 1999 were
$68,481,000, resulting in a gross profit of $11,805,000 and a gross profit
margin of 17.24%, compared to total sales of $26,120,000, resulting in a
gross profit of $4,839,000 and a gross profit margin of 18.53%, for
1998. The increase in sales and gross profit resulted primarily from the
sale of a higher number of homes and lots at the Marina Vista and Glenbriar
Estates development projects and the sale of the three higher priced homes,
increases in sales prices and the strong California residential real
estate market in general.
Minority interest in joint ventures for the year ended December
31, 1999 increased to $5,370,000, compared to $523,000 for 1998. The increase
in minority interest is attributable to the sale of homes and lots at the
Glenbriar Estates project and the sale of the three higher priced homes.
Selling expenses for the year ended December 31, 1999 were
$3,560,000, which represents 5.20% of revenues for 1999, compared to
$1,593,000, which represents 6.10% of revenues for 1998. The increase in
selling expenses was primarily due to increased sales and increased marketing
and related commission expenses.
General and administrative expenses for the year ended
December 31, 1999 were $1,207,000, compared to $684,000 for 1998, an increase
of 76.46% compared to 1998. The increase was primarily due to increased
staffing, higher levels of personnel, salary increases and performance based
compensation and increased professional fees and other administrative
expenses.
Interest income in 1999 increased to $824,000, compared to
$231,000 in 1998. The increase is attributable to higher cash balances from
increased home sales and interest from notes receivable.
Liquidity and Capital Resources
At December 31, 2000, the Company had total assets of
$43,245,000, as compared to total assets of $44,118,000 at December 31, 1999.
The cost of the Company's property being developed was $19,855,000 in 2000,
compared to $23,385,000 in 1999. Highly liquid assets were $20,531,000
at December 31, 2000, compared to $15,858,000 at December 31, 1999.
The Company's total liabilities decreased to $5,508,000 at
December 31, 2000, compared to $14,182,000 at December 31, 1999. This
decrease was attributable primarily to a decrease in notes payable and
other liabilities. Notes payable decreased to $2,479,000 in 2000,
from $8,299,000, in 1999.
The increase in additional paid-in capital of $2,484,000 for
the year ended December 31, 2000 is due to realization of the tax benefits
related to net operating losses incurred prior to the Company's quasi-
reorganization in 1993 in the amount of $2,097,000 and the issuance of
stock of $387,000.
During 2000, the Company's primary liquidity needs were
related to funding development costs of the Marina Vista project, the
Glenbriar Estates project and the higher priced home, repayments of debt
in the amount of $5,820,000 and interest payments in the amount of $207,000.
At December 31, 2000, the Company had an aggregate outstanding
balance of $2,479,000 under revolving credit agreements. The loans are
secured by lots and homes under construction and will be repaid from the
proceeds of home and lot sales. The loans bear interest at the rate of prime
plus 0.75% through 1.25% per annum and have various maturity dates. The
Developers exercised an option to purchase land at the Glenbriar Estates and
obtained financing of $391,000 secured by the property. The loan bore interest
at the rate of 9.0% per annum. A principal repayment of $100,000 was made in
1999 and the remaining balance was repaid on February 26, 2000.
The Company's primary source of liquidity during 2000 was the
proceeds of home and lot sales. The Company may also borrow funds from time
to time for development of real estate projects.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK
The Company's exposure to market risk for changes in interest
rates relates primarily to the Company's investment in high credit quality
securities maintained with three financial institutions and the Company's
notes receivable and notes payable. The Company's objective in managing its
exposure to interest rate changes is to limit the impact of changes on
earnings and cash flow and to lower its overall borrowing costs. The Company
believes the financial risks associated with these investments and notes
are minimal.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following consolidated financial statements of the Company,
as set forth on the pages indicated, are filed as part of this report.
Index to Financial Statements
Report of Independent Certified Public Accountants . . . . . .A-1
Consolidated Balance Sheets at December 31, 2000 and 1999. . .A-2
Consolidated Statements of Earnings for the Years Ended
December 31, 2000, 1999 and 1998. . . . . . . . . . . . . . .A-3
Consolidated Statement of Stockholders' Equity for the
Years Ended December 31, 2000, 1999 and 1998. . . . . . . . .A-4
Consolidated Statements of Cash Flows for the Years Ended
December 31, 2000, 1999 and 1998. . . . . . . . . . . . . . .A-5
Notes to Consolidated Financial Statements at
December 31, 2000, 1999 and 1998. . . . . . . . . . . . . . .A-6
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this item is incorporated by reference
to the information set forth under the caption "Proposal 1 -- Election of
Directors" contained in the Proxy Statement to be used by the Company in
connection with its 2001 Annual Meeting of Stockholders, except for the
information regarding the Company's executive officer who is not
also a director of the Company, which is included in "BUSINESS - Executive
Officers of the Company" above.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is incorporated by reference
to the information set forth under the caption "Compensation of Executive
Officers and Directors" contained in the Proxy Statement to be used by the
Company in connection with its 2001 Annual Meeting of Stockholders.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The information required by this item is incorporated by reference
to the information set forth under the caption "Security Ownership of Certain
Beneficial Owners and Management" contained in the Proxy Statement to be used
by the Company in connection with its 2001 Annual Meeting of Stockholders.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is incorporated by reference
to the information set forth under the caption "Certain Transactions"
contained in the Proxy Statement to be used by the Company in connection
with its 2001 Annual Meeting of Stockholders.
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS
ON FORM 8-K
(a) See "FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA" above for
a list of the financial statements filed as part of this report.
The exhibits listed below are filed with or incorporated into
this report.
3.1 Restated Certificate of Incorporation and Restated By-Laws
of the Company.
10.5 Partnership Agreement, Glenbriar Joint Venture, dated
January 7, 1994 between GIC Investment Corporation and
Westco Community Builders.
10.7 Form of Nonqualified Stock Option Agreement as of
November 16, 1994.
10.9 Form of Incentive Stock Option Agreement.
10.10 Form of Nonqualified Stock Option Agreement.
10.11 Partnership Agreement, Tracy Residential Venture
Partners, LLC, dated April 6, 1998 between the
Company and Westco Community Builders, Inc.(1)
10.12 $3,350,000 Line of Credit Collateralized by a
Deed of Trust dated October 22, 1998.(2)
10.13 $10,500,000 Promissory Note and Loan Agreement
Collateralized by a Deed of Trust dated July 22, 1998.(2)
10.14 Lease Agreement, dated October 1, 1997. (3)
10.15 Sublease Agreement, dated October 1, 1997, between the
Company and Wilfred, Inc. (3)
10.16 1995 Stock Option Plan, as amended. (4)
10.17 Partnership Agreement, Meadowbrook Ventures, LLC. (5)
10.18 Partnership Agreement, South Tracy Industrial Park, LLC.(6)
10.19 Partnership Agreement, SPM, LLC.(6)
10.20 Stock Option Plan for Nonemployee Directors, as amended
and restated. (7)
21.1 Subsidiaries of the Company.
________________
(1) - Incorporated by reference to Exhibit 10.11 in the
Company's Annual Report on Form 10-KSB for the
Year Ended December 31, 1999.
(2) - Incorporated by reference to Exhibits 10.12 and 10.13
in the Company's Annual Report on Form 10-KSB for
the Year Ended December 31, 1998.
(3) - Incorporated by reference to Exhibits 10.14 and 10.15
in the Company's Quarterly Report on Form 10-QSB
for the Quarter Ended March 31, 1999.
(4) - Incorporated by reference to Exhibit 10.16 in the
Company's Quarterly Report on Form 10-QSB for the
Quarter Ended June 30, 1999.
(5) - Incorporated by reference to Exhibit 10.17 in the
Company's Quarterly Report on Form 10-QSB for the
Quarter Ended September 30, 1999.
(6) - Incorporated by reference to Exhibits 10.18 and 10.19
in the Company's Annual Report on Form 10-KSB for
the Year Ended December 31, 1999.
(7) - Incorporated by reference to Exhibit 10.20 in the
Company's Quarterly Report on Form 10-Q for the
Quarter Ended June 30, 2000.
(b) No reports on Form 8-K were filed with the Securities and
Exchange Commission during the fourth quarter of the year
ended December 31, 2000.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
DOVER INVESTMENTS CORPORATION
Date: March 28, 2001 By: /s/ Lawrence Weissberg
Lawrence Weissberg
Chairman of the Board,
President and Chief
Executive Officer
In accordance with the Exchange Act, this report has been signed
below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
Signature Title Date
/s/ Arnold Addison Director March 28, 2001
(Arnold Addison)
/s/ John Gilbert Director March 28, 2001
(John Gilbert)
/s/ Erika Kleczek Secretary,Treasurer
(Erika Kleczek) and Principal
Financial Officer March 28, 2001
/s/ Lawrence Weissberg Director, Chairman
(Lawrence Weissberg) of the Board,
President and Chief
Exective Officer
(Principal Executive
Officer) March 28, 2001
/s/ Will C. Wood Director March 28, 2001
(Will C. Wood)
APPENDIX A
CONSOLIDATED FINANCIAL STATEMENTS
AND REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
DOVER INVESTMENTS CORPORATION AND SUBSIDIARIES
December 31, 2000, 1999 and 1998
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors and Shareholders
Dover Investments Corporation
We have audited the accompanying consolidated balance sheets of
Dover Investments Corporation and subsidiaries, as of December 31, 2000 and
1999, and the related consolidated statements of earnings, stockholders'
equity and cash flows for each of the three years in the period ended
December 31, 2000. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with auditing standards
generally accepted in the United States of America. Those standards require
that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing
the accounting principles used and significant estimates made by management,
as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the consolidated financial position
of Dover Investments Corporation and subsidiaries as of December 31, 2000
and 1999, and the consolidated results of their operations and their cash
flows for each of the three years in the period ended December 31, 2000
in conformity with accounting principles generally accepted in the United
States of America.
GRANT THORNTON LLP
San Francisco, California
March 1, 2001
DOVER INVESTMENTS CORPORATION
CONSOLIDATED BALANCE SHEETS
(in thousands, except share amounts)
December 31,
ASSETS 2000 1999
Cash and Cash Equivalents $20,531 $15,449
Restricted Cash - 409
Homes Held for Sale 1,848 1,753
Property Held for Development 18,007 21,632
Notes Receivable 1,822 3,540
Other Assets 1,037 1,335
Total Assets $43,245 $ 44,118
LIABILITIES AND STOCKHOLDERS' EQUITY
Accrued Interest and Other Liabilities $ 1,938 $ 3,824
Notes Payable 2,479 8,299
Minority Interest in Joint Venture 1,091 2,059
Total Liabilities 5,508 14,182
Stockholders' Equity
Class A Common Stock, Par Value, $.01
Per Share-Authorized 2,000,000 Shares;
Issued 880,239 Shares in 2000 and
832,180 Shares in 1999 8 8
Class B Common Stock, Par Value, $.01
Per Share-Authorized 1,000,000 Shares;
Issued 318,411 Shares in 2000 and
319,920 Shares in 1999 3 3
Additional Paid-In Capital 25,447 22,963
Retained Earnings from January 1, 1993 12,304 6,987
Treasury Stock (4,560 of Class B
Shares in 2000 and 1999) (25) (25)
Total Stockholders' Equity 37,737 29,936
Total Liabilities and Stockholders' Equity $43,245 $44,118
The accompanying notes are an integral part of these statements.
DOVER INVESTMENTS CORPORATION
CONSOLIDATED STATEMENTS OF EARNINGS
(in thousands, except per share amounts)
Year Ended December 31,
2000 1999 1998
Home Sales $45,684 $64,294 $23,095
Lot Sales 6,591 4,187 3,025
Total Sales 52,275 68,481 26,120
Cost of Homes Sold 32,342 48,040 18,322
Cost of Lot Sales 3,094 3,266 2,436
Total Cost of Sales 35,436 51,306 20,758
Minority Interest in Joint Ventures 4,625 5,370 523
GROSS PROFIT 12,214 11,805 4,839
Selling Expenses 2,535 3,560 1,593
General and Administrative
Expenses 1,666 1,207 684
Other Expenses - - 378
4,201 4,767 2,655
Operating Income 8,013 7,038 2,184
Other Income:
Interest 1,591 824 231
Fees 59 51 32
Total Other Income 1,650 875 263
Income before Income Taxes 9,663 7,913 2,447
Provision for Income Taxes 4,346 3,608 1,037
NET INCOME $5,317 $4,305 $1,410
Basic Earnings Per Share $4.64 $3.93 $1.34
Diluted Earnings Per Share $4.64 $3.88 $1.30
Weighted Average Number of
Shares Outstanding:
Basic: 1,145,489 1,094,472 1,048,930
Diluted: 1,145,489 1,108,427 1,087,349
The accompanying notes are an integral part of these statements.
DOVER INVESTMENTS CORPORATION
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
Years ended December 31, 2000, 1999 and 1998
(in thousands)
Additional Treasury
Common Stock Paid-In Retained Stock
Class A Class B Capital Earnings at Cost Total
Balance at January 1, 1998 $ 8 $ 3 $19,810 $1,272 $(646) $20,447
Re-issuance of Treasury
Stock - - 17 - 309 326
Realization of Prequasi-
reorganization Net
Operating Loss
Tax Benefits - - 614 - - 614
Net Income - - - 1,410 - 1,410
Balance at December 31, 1998 8 3 20,441 2,682 (337) 22,797
Re-issuance of Treasury
Stock - - 212 - 312 524
Realization of Prequasi-
reorganization Net
Operating Loss
Tax Benefits - - 2,310 - - 2,310
Net Income - - - 4,305 - 4,305
Balance at December 31, 1999 8 3 22,963 6,987 (25) 29,936
Issuance of Stock - - 387 - - 387
Realization of Prequasi-
reorganization Net
Operating Loss
Tax Benefits - - 2,097 - - 2,097
Net Income - - - 5,317 - 5,317
Balance at December 31, 2000 $ 8 $ 3 $25,447 $12,304 $ (25) $37,737
The accompanying notes are an integral part of this statement.
DOVER INVESTMENTS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
December 31, 2000, 1999 and 1998
(in thousands)
Year Ended December 31,
2000 1999 1998
Cash Flows from Operating Activities:
Net Income $ 5,317 $ 4,305 $ 1,410
Reconciliation of Net Income
to Net Cash Provided by (Used in)
Operating Activities:
Income Accruing to Minority
Interest 4,625 5,370 523
Deferred Taxes - - 352
Tax Benefit of Utilizing
Prequasi-reorganization
Net Operating Losses 2,097 2,310 614
Changes in Assets and Liabilities:
Restricted Cash 409 (15) 1,022
Property Held for Development 3,625 1,670 (2,692)
Homes Held for Sale (95) 383 (846)
Other Assets 298 - 418
Notes Receivable 1,718 (1,862) (650)
Accrued Interest and
Other Liabilities, Net (1,886) 2,024 427
Net Cash Provided by
Operating Activities 16,108 14,185 578
Cash Flows from Financing Activities:
Repayment to Minority Interest (5,593) (3,531) (529)
Proceeds from Notes Payable 14,053 17,725 9,527
Repayment of Notes Payable (19,873) (22,076) (3,940)
Issuance of Stock 387 524 326
Net Cash (Used in) Provided by
Financing Activities (11,026) (7,358) 5,384
Net Increase in Cash and
Cash Equivalents 5,082 6,827 5,962
Cash and Cash Equivalents at
Beginning of Year 15,449 8,622 2,660
Cash and Cash Equivalents at
End of Year $20,531 $15,449 $ 8,622
Supplemental Cash Flow Activity:
Cash Paid for Interest $ 207 $ 660 $ 763
Cash Paid for Income Taxes $2,033 $ 805 $ 193
The accompanying notes are an integral part of these statements.
DOVER INVESTMENTS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2000, 1999 and 1998
(in thousands, except share amounts)
NOTE A - ORGANIZATION AND ACCOUNTING POLICIES
Dover Investments Corporation (the "Company") engages primarily in
residential real estate development. Westco Community Builders, Inc., a
California corporation ("WCB"), is primarily responsible for the construction
and the development of the real estate.
The Company and WCB have formed one California general partnership,
Glenbriar Joint Venture, and three California limited liability companies,
Glenbriar Venture #2, LLC, Tracy Residential Venture Partners, LLC and
Meadowbrook Ventures, LLC (collectively, the "Developers") for development
of the Glenbriar Estates project described below, another California limited
liability company, South Tracy Industrial Park, LLC ("STIP"), for development
of the South Tracy Industrial Park project described below, and another
California limited liability company, Halcyon Properties, LLC ("Halcyon") for
development of the San Leandro project described below. For each of the
above entities the Company contributes the majority of the capital, ranging
from 75% to 100%. WCB is paid a fee for managing the construction and
development of the real estate. An annual distribution is made to the
Company and WCB based upon capital contributed in the range of 10% to 12%.
Remaining profits in each entity are split in the range of 50% to75% to
the Company and the remainder to WCB, according to the governing agreements.
In addition, in 2000, the Developers sold a portion of the Glenbriar
Estates property, after constructing park improvements, to the City of Tracy
for use as a park site, and sold another portion of the property to the
Jefferson School District for use as part of a school site. Both sales were
mandated by the conditions of approval for the Glenbriar Estates
subdivision, and were made at fair market value.
The Company has also, together with three other parties, formed a
New York limited liability company, SPM, LLC ("SPM"), for development of the
Coram Plaza Shopping Center project described below. Capital Contributions
and Distributions to the members are made according to membership interest.
Initially, each member had a 25% membership interest. In 2000, the Company
and two of the other members of SPM purchased an additional 5% interest
each from the fourth member, thereby increasing the membership interest of
the three members to 30% each, with the fourth member retaining a 10%
membership interest in the company.
Use of Estimates
In preparing the financial statements in conformity with accounting
principles generally accepted in the United States of America, management is
required to make estimates that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities at the
date of the financial statements and revenues and expenses during
the reporting period. Actual results could differ from those estimates.
DOVER INVESTMENTS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2000, 1999 and 1998
(in thousands, except share amounts)
NOTE A - ORGANIZATION AND ACCOUNTING POLICIES (continued)
Principles of Consolidation
The consolidated financial statements include the accounts of the
Company and its Joint Venture and Limited Liability Companies. All
significant inter-company transactions are eliminated in consolidation.
Property Held for Development
Costs for the development of property and the building of homes are
capitalized during the construction period. Such costs include expenditures
for land, land improvements, model homes, capitalized interest, and
construction in progress. When a home is sold, the cost of the sale is
recognized, which includes land, site development, construction, management
fees and financing costs.
Revenues From and Cost of Home Sales
The Company recognizes income from home sales upon the closing and
transfer of title to the buyer. The cost of a home sold, includes land,
site development, construction, management fees and financing costs. For
each home sold, a reserve equal to one percent of the selling price is
established to cover warranty expense incurred subsequent to the home
sale. Warranty expenditures are charged to the reserve when paid. Sale of
lots are recognized upon the closing and transfer of title to the buyer.
The cost of the lot sold, includes land, site improvement, development
and financing costs.
Income Taxes
The Company follows the liability method in accounting for income taxes.
Under this method, deferred tax assets and liabilities are determined based
on differences between the financial reporting and tax basis of assets and
liabilities and on the expected future tax benefit to be derived from tax
loss carry forwards, if any. Additionally, deferred tax items are
measured using current tax rates. A valuation allowance is established to
reflect the likelihood of realization of deferred tax assets.
Concentrations of Risk
The Company maintains its cash balances, which exceed federally insured
limits, in major financial institutions. The Company has not experienced any
losses in such accounts and believes it is not exposed to significant risk or
loss. The Company developments are primarily located in Northern California.
Any changes to the housing market in this area could affect the Company's
operations.
DOVER INVESTMENTS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2000, 1999 and 1998
(in thousands, except share amounts)
NOTE A - ORGANIZATION AND ACCOUNTING POLICIES (continued)
Restricted Cash
Restricted cash is to be used for certain infrastructure improvements
relating to the Marina Vista development and the Glenbriar Estates project.
Cash and Cash Equivalents
The Company considers all highly liquid debt instruments with a maturity
of three months or less to be cash equivalents. Amounts also include
purchased securities, in the amount of $13,198 under agreements to resell
(repurchase agreements) with primary securities dealers. Such repurchase
agreements are typically overnight investments and collateralized by mortgage-
backed certificates which are held on behalf of the Company by the dealers
who arrange the transaction. At December 31, 2000, the weighted average
interest rate of such repurchase agreements was 6.21%. The market value of
the repurchase agreements approximates cost.
Reclassification
Certain prior year amounts have been reclassified to conform to current
year presentation.
NOTE B - NOTES RECEIVABLE
During 2000, the Company extended a line of credit of up to $2,635 to
Westco Community Builders for the purpose of building single family homes.
The line of credit bears an interest rate of Prime (9.50% at December 31,
2000) plus two percent per annum and matures on November 26, 2001, and is
collateralized by a Deed of Trust.
The Company originates loans for the construction of single family homes
and disburses the funds on a draw loan basis. These loans bear interest at
the rate of Prime (9.50% at December 31, 2000) plus one and three quarter
(1.75%) and two (2%) percent per annum and mature in 12 months. The security
for these loans are first deeds of trust. These loans are presented to the
Company by Dabenica Investment Corporation ("Dabenica"), a licensed California
real estate brokerage corporation. For the service, Dabenica earns a
brokerage fee of 1.75% to 2%. The brokerage fees are paid by the borrower.
Dabenica is a wholly owned corporation, owned by Mr. Weissberg's son.
DOVER INVESTMENTS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2000, 1999 and 1998
(in thousands, except share amounts)
NOTE C - NOTES PAYABLE
Notes payable at December 31, are comprised of the following:
2000 1999
Notes Payable, maturing February 27, 2000,
and bearing interest at 9.00% per annum
collateralized by a Deed of Trust $ - $ 291
Notes Payable, maturing August 12, 2001,
and bearing interest at prime (9.50%
at December 31, 2000) plus 0.75%;
collateralized by a Deed of Trust 636 3,371
Notes Payable, maturing September 15, 2000,
and bearing interest at prime (9.50%
at December 31, 2000) plus 1.25%;
collateralized by a Deed of Trust - 620
Notes Payable, maturing March 10, 2000,
and bearing interest at prime (9.50%
at December 31, 2000) plus 1.00%;
collateralized by a Deed of Trust - 1,025
Notes Payable, maturing April 20, 2001,
and bearing interest at prime (9.50%
at December 31, 2000) plus 0.75%;
collateralized by a Deed of Trust 151 1,374
Notes Payable, maturing July 24, 2001,
and bearing interest at prime (9.50%
at December 31, 2000) plus 0.75%;
collateralized by a Deed of Trust - 1,618
Notes Payable, maturing October 10, 2001,
and bearing interest at prime (9.50%
at December 31, 2000) plus 1.00%;
collateralized by a Deed of Trust 1,692 -
$2,479 $8,299
Aggregate principal payments of $2,479 are due through October 10, 2001.
Interest expense in 2000, 1999 and 1998 amounted to $622, $660 and $763,
respectively and are capitalized as part of property held for development.
DOVER INVESTMENTS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2000, 1999 and 1998
(in thousands, except share amounts)
NOTE D - LEASE COMMITMENT
The Company has an agreement to lease premises that expires on
September 30, 2002, with an option to renew for an additional period of
five years. The Company subleases a portion of the premises to a related
party. That corporation's share of the lease equals 35% of the total rent
and operating costs. Rent and yearly operating cost from the sublease
were $41 for 2000 compared to $46 for 1999 and $39 for 1998.
A summary of net minimum lease payments is as follows:
Years ending December 31,
2001 $52
2002 39
Total $91
Rent expenses for the years ended December 31, 2000, 1999 and 1998
totaled $76, $73 and $73, respectively.
NOTE E - INCOME TAXES
Income tax expenses for the year ended December 31, consists of:
2000 1999 1998
Current $ 947 $ 750 $ 71
Deferred 3,399 2,858 966
Total $4,346 $3,608 $1,037
In 1993, the Company under went a quasi-reorganization resulting in
the elimination of accumulated deficit and a decrease in additional paid-in
capital. The future tax benefit of utilization of prequasi-reorganization
operating losses are credited to paid-in capital. A tax benefit for
2000, 1999 and 1998 of $2,097, $2,310 and $614, respectively, for prequasi-
reorganization net operating losses has been credited to paid in capital.
The following is a reconciliation between the federal statutory rate
and the effective rate used for the Company's provision for taxes:
DOVER INVESTMENTS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2000, 1999 and1998
(in thousands except share amounts)
NOTE E - INCOME TAXES (continued)
2000 1999 1998
Tax expense at statutory federal
income tax rate (34%) $3,285 $2,690 $848
State franchise tax 570 467 145
Change in valuation allowance 473 485 133
Other 18 (34) (89)
Income tax expense $4,346 $3,608 $1,037
Net deferred taxes as of December 31, are as follows:
2000 1999 1998
Accrued warranty reserve $ - $128 $110
AMT credit carry forward 654 634 175
Difference between book and tax
partnership investment 551 - -
Accrued expenses 29 10 5
Other - 1 -
Depreciation 10 (2) (4)
Net operating loss carry forward 151 151 151
1,395 922 437
Valuation allowance (1,395) (922) (437)
Net deferred tax asset $ - $ - $ -
Statement of Financial Accounting Standards ("SFAS") No.109 requires the
establishment of a valuation allowance to reflect the likelihood of
realization of deferred tax assets. The Company has recorded a valuation
allowance for the total amount of deferred tax assets. The deferred tax
asset schedule above does not give effect to any deferred tax asset related
to prequasi-reorganization tax loss carry forwards. Tax benefits
resulting from such tax loss carry forwards of approximately $20,100 for
federal purposes will be reflected in the financial statements as credits
to additional paid-in capital rather than as reductions in current income tax
expense, when and if recognized. The change in the valuation allowance was
$473 for 2000, $485 in 1999 and $133 in 1998.
As of December 31, 2000, the Company has Federal net operating loss
carry forwards of approximately $4,200 expiring through 2011.
DOVER INVESTMENTS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2000, 1999 and 1998
(in thousands except share amounts)
NOTE F - FAIR VALUE OF FINANCIAL INSTRUMENTS
Statement of Financial Accounting Standards No. 107, "Disclosures about
Fair Value of Financial Instruments", requires disclosure of the estimated
fair value of an entity's financial instrument assets and liabilities.
These assets and liabilities consist of cash and cash equivalents, notes
receivable and long-term debt. The balance sheet carrying amounts of cash
and cash equivalents, notes receivable and debt approximate the estimated
fair values.
NOTE G - COMMON STOCK OPTION PLANS AND EARNINGS PER SHARE
At December 31, 2000, the Company had three stock-based compensation
plans. Two of the plans are primarily for employees and the other is for
non employee Directors. The Company applies APB Opinion 25 "Accounting for
Stock Issued to Employees" and related interpretations in accounting for the
plans. No compensation costs have been recognized for the plans.
STOCK OPTION PLAN FOR EMPLOYEES
Under the 1995 Stock Option Plan (the "Plan"), 400,000 shares of Class A
Common Stock and 400,000 shares of Class B Common Stock of the Corporation
have been reserved for issuance pursuant to the Plan. The aggregate number
of shares which may be issued under the Plan shall not exceed 400,000 shares
of any combination of shares of Class A Common Stock and Class B Common Stock.
Awards may be made under the Plan until January 16, 2005.
The exercise price for shares subject to the options granted under the
Plan is the fair market value of the shares at the date of grant. The option
price per share of a stock option granted to a person who, on the date of such
grant, owns stock possessing more than 10% of the total combined voting power
of all classes of stock of the Company shall be not less than 110% of the
fair market value on the date that the option is granted. Options
granted under the Plan become exercisable over two and three years at the
rate of approximately 50% and 33.333%, each year on each anniversary of
the grant date, with full vesting occurring on the second or third anniversary
date. As of December 31, 2000, options for 167,250 shares were outstanding.
STOCK OPTION PLAN FOR NON EMPLOYEE DIRECTORS
The 1990 Stock Option Plan for Non employee Directors (the "Restated
Plan"), was restated and approved by stockholders on May 24, 2000. The
exercise price for each option granted is the market price of the shares
at the date of grant. Options granted under the Restated Plan are exercisable
in 50% increments on each anniversary of the grant date, with full vesting
occurring on the second anniversary date. All options terminate upon the
earliest of (a) thirty days after an optionee ceases to be a director of the
Company for any reason other than death, (b) six months after an optionees
death or (c) ten years after the date such options were granted.
DOVER INVESTMENTS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2000, 1999 and 1998
(in thousands, except share amounts)
NOTE G - COMMON STOCK OPTION PLANS AND EARNINGS PER SHARE (continued)
The aggregate number of shares which may be issued under the Restated
Plan shall not exceed 12,500 shares of Class A Common Stock.
The Restated Plan provides that each director who is not an employee of
the Company and has not been an employee of the Company for all or any part
of the preceding fiscal year automatically receives options to purchase 1000
shares of Class A Common Stock upon their election or appointment as a
director of the Company. Thereafter, every year options to purchase 500
shares of Class A Common Stock (subject to adjustment for recapitalization,
stock splits and similar events) will automatically be granted to such
director, provided, however, that such automatic option grants will be made
only if the director (a) has served on the Board of Directors for the
entire two preceding fiscal years, (b) is not otherwise an employee of the
Company or any subsidiaries on the date of grant and (c) has not been an
employee of the Company or any subsidiaries for all or any part of the
preceding fiscal years. As of December 31, 2000, options for 5,750 shares
were outstanding for the directors.
The Board of Directors has proposed to extend the term of the Plan,
under which options may be granted, until September 28, 2004. The plan
amendment was approved by the stockholders.
Had compensation cost for all the plans been determined based on the
fair value of the options at the grant dates consistent with the methodology
prescribed by FAS 123, the Company's net income and income per share would
be reduced to the pro forma amounts indicated below;
Year Ended December 31,
2000 1999 1998
Net income:
As reported $5,317 $4,305 $1,410
Pro forma 5,050 4,225 1,333
Basic net income per share:
As reported $4.64 $3.93 $1.34
Pro forma 4.41 3.86 1.27
Diluted net income per share:
As reported $4.64 $3.88 $1.30
Pro forma 4.41 3.81 1.23
The fair value of each option grant is estimated on the date of grant
using the Black-Scholes options pricing model with the following weighted-
average assumptions: expected life, five years from the date of grant;
DOVER INVESTMENTS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2000, 1999 and 1998
(in thousands, except share amounts)
NOTE G - COMMON STOCK OPTION PLANS AND EARNINGS PER SHARE (continued)
stock volatility 74% in 2000, 56% in 1999 and 34% in 1998; risk free interest
rates, 5.12% in 2000, 6.45% in 1999 and 5.5% in 1998; no dividends are
expected.
A summary of the status of the Company's fixed stock plans as of
December 31, 2000, 1999 and 1998, and changes during the years ending on
those dates is presented below:
December 31, 2000 December 31, 1999 December 31, 1998
Weighted Weighted Weighted
Average Average Average
Exercise Exercise Exercise
Shares Price Shares Price Shares Price
Outstanding at
beginning of year 172,300 $11.12 145,616 $ 7.17 148,366 $ 5.36
Granted 46,500 11.29 111,500 13.04 56,500 10.20
Exercised (51,550) 7.51 (84,816) 6.89 (59,250) 5.49
Outstanding at
end of year 167,250 12.44 172,300 11.12 145,616 7.17
Options exercisable
at year end 61,667 $12.42 6,217 $ 6.31 37,866 $ 5.68
Weighted-average
fair value of
options granted
during the year $7.93 $6.52 $3.60
The following information applies to options outstanding at
December 31, 2000:
Options Outstanding Options Exercisable
Options Weighted Options Weighted
Range of Outstanding Average Weighted Exercisable Average
Exercise at December Remaining Average at December Exercise
Prices 31, 2000 Contractual Exercise 31, 2000 Price
Life Price
$ 1.75 500 3.00 $ 1.75 500 $ 1.75
$ 5.69 - 6.38 2,500 6.00 $ 6.11 2,500 $ 6.11
$ 8.13 - 9.50 7,250 8.14 $ 9.26 5,084 $ 9.27
$10.75 -13.20 157,000 4.96 $12.69 53,583 $13.12
167,250 61,667
DOVER INVESTMENTS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2000, 1999 and 1998
(in thousands, except share amounts)
NOTE G - COMMON STOCK OPTION PLANS AND EARNINGS PER SHARE (continued)
The following table illustrates the reconciliation of the numerators and
denominators of the basic and diluted earnings per share ("EPS") computations.
Year Ended December 31,
2000 1999 1998
Net Income $5,317 $4,305 $1,410
Weighted average
common shares outstanding 1,145,489 1,094,472 1,048,930
Additional dilutive
potential common shares - 13,955 38,419
Diluted shares outstanding 1,145,489 1,108,427 1,087,349
Net income per share - basic $4.64 $3.93 $1.34
Net income per share - diluted $4.64 $3.88 $1.30
EXHIBIT INDEX
Exhibit Description
Number
3.1 Restated Certificate of Incorporation and Restated By-Laws
of the Company.
10.5 Partnership Agreement, Glenbriar Joint Venture, dated
January 7, 1994 between GIC Investment Corporation and
Westco Community Builders.
10.7 Form of Nonqualified Stock Option Agreement as of
November 16, 1994.
10.9 Form of Incentive Stock Option Agreement.
10.10 Form of Nonqualified Stock Option Agreement.
10.11 Partnership Agreement, Tracy Residential Venture
Partners, LLC, dated April 6, 1998 between the
Company and Westco Community Builders, Inc.(1)
10.12 $3,350,000 Line of Credit Collateralized by a
Deed of Trust dated October 22, 1998.(2)
10.13 $10,500,000 Promissory Note and Loan Agreement
Collateralized by a Deed of Trust dated July 22, 1998.(2)
10.14 Lease Agreement, dated October 1, 1997. (3)
10.15 Sublease Agreement, dated October 1, 1997, between the
Company and Wilfred, Inc. (3)
10.16 1995 Stock Option Plan, as amended. (4)
10.17 Partnership Agreement, Meadowbrook Ventures, LLC. (5)
10.18 Partnership Agreement, South Tracy Industrial Park, LLC.(6)
10.19 Partnership Agreement, SPM, LLC.(6)
10.20 Stock Option Plan for Nonemployee Directors, as amended
and restated. (7)
21.1 Subsidiaries of the Company.
___________________
(1) - Incorporated by reference to Exhibit 10.11 in the
Company's Annual Report on Form 10-KSB for the
Year Ended December 31, 1999.
(2) - Incorporated by reference to Exhibits 10.12 and 10.13
in the Company's Annual Report on Form 10-KSB for the
Year Ended December 31, 1998.
(3) - Incorporated by reference to Exhibits 10.14 and 10.15
in the Company's Quarterly Report on Form 10-QSB for
the Quarter Ended March 31, 1999.
(4) - Incorporated by reference to Exhibit 10.16 in the
Company's Quarterly Report on Form 10-QSB for the
Quarter Ended June 30, 1999.
(5) - Incorporated by reference to Exhibit 10.17 in the
Company's Quarterly Report on Form 10-QSB for the
Quarter Ended September 30, 1999.
(6) - Incorporated by reference to Exhibits 10.18 and 10.19
in the Company's Annual Report on Form 10-KSB for the
Year Ended December 31, 1999.
(7) - Incorporated by reference to Exhibit 10.20 in the
Company's Quarterly Report on Form 10-Q for the
Quarter Ended June 30, 2000.
(b) No reports on Form 8-K were filed with the Securities and
Exchange Commission during the fourth quarter of the
year ended December 31, 2000.