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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended November 30, 1996
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file no. 1-8846
CALTON, INC.
(Exact name of registrant as specified in its charter)
New Jersey 22-2433361
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
500 Craig Road
Manalapan, New Jersey 07726-8790
(Addresses of principal executive offices) Zip Code
Registrant's telephone number,
including area code: (908) 780-1800
Securities registered pursuant to Section 12(b) of the Act:
Title of Class
Name of each exchange
Title of each class on which registered
------------------------ -----------------------
Common Stock,
$.01 par value per share American Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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 No X
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.
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes No X
The aggregate market value (based upon the last sales price reported by the
American Stock Exchange) of voting shares held by non-affiliates of the
registrant as of February 3, 1997 was $8,489,000.
As of February 3, 1997, 26,533,000 shares of Common Stock were outstanding.
Part III is incorporated by reference to the Proxy Statement for the annual
meeting of shareholders.
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Disclosure Concerning Forward-Looking Statements
All statements, other than statements of historical fact, included in this Form
10-K, including without limitation the statements under "Business," are, or
may be deemed to be, "Forward-Looking Statements" within the meaning of Section
27A of the Securities Act of 1933, as amended (the "Securities Act"), and
Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). Such forward-looking statements, including the statements pertaining to
the proposed extension of the Company's revolving credit facility which are
set forth under "Business - Recent Developments" involve assumptions, known and
unknown risks, uncertainties and other factors which may cause the actual
results, performance or achievements of the Company to be materially different
from any future results, performance or achievements expressed or implied by
such forward-looking statements contained in this Form 10-K. Such potential
risks and uncertainties, include without limitation, matters related to national
and local economic conditions, the effect of governmental regulation on the
Company, the competitive environment in which the Company operates, changes in
interest rates, home prices, availability and cost of land for future growth,
the timing of land acquisition and product development, availability of working
capital and the availability and cost of labor and materials, and other risk
factors detailed herein and in other of the Company's Securities and Exchange
Commission filings. The forward-looking statements are made as of the date of
this Form 10-K and the Company assumes no obligation to update the forward-
looking statements or to update the reasons actual results could differ from
those projected in such forward-looking statements.
- -------------------------------------------------------------------------------
PART I
Item 1. BUSINESS
(a) General Development of Business
General
Calton, Inc. (the "Company" or "Calton") and its subsidiaries design, construct
and sell single family detached homes primarily in central New Jersey and
central Florida. The Company markets primarily to first and second time move-up
buyers with the 549 homes delivered in fiscal 1996 having an average sales
price of approximately $201,000.
The Company's current homebuilding activities are conducted primarily through
two divisions: the Northeast and the Florida division.
Calton was incorporated in 1981 for the purpose of acquiring all of the issued
and outstanding capital stock of Kaufman and Broad of New Jersey, Inc., a New
Jersey corporation, from Kaufman and Broad, Inc., a Maryland corporation. After
the acquisition, the name of Kaufman and Broad of New Jersey, Inc. was changed
to Calton Homes, Inc. ("Calton Homes") which continues as a wholly owned
subsidiary of Calton. Calton maintains its executive offices at 500 Craig Road,
Manalapan, New Jersey 07726 and its telephone number is (908) 780-1800.
On March 9, 1993, Calton and certain of its subsidiaries filed petitions under
Chapter 11 of the United States Bankruptcy Code. The United States Bankruptcy
Court confirmed the Plan of Reorganization (the "Reorganization") on May 6,
1993 and the Reorganization was consummated on May 28, 1993. The Reorganization
resulted in the discharge of approximately $61.5 million of indebtedness and
$22.8 million of interest payments owed to certain creditors. In exchange for
the discharge of these obligations, these creditors were issued a combination
of cash, equity securities and short-term debt instruments which were retired
in September 1993. The equity securities issued to the creditors represented
approximately 93.5% of the voting power of the Company's capital stock.
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On November 21, 1995, the Company had a significant shift in stock ownership
and voting rights. In addition, changes occurred on the Board of Directors and
in the Company's management.
Since 1969, the Company and its predecessor have constructed and sold
approximately 17,200 units in 143 residential developments in New Jersey,
Florida, Pennsylvania, California and Illinois. At November 30, 1996, the
Company had 20 communities open for sales. The Company builds single-family
detached homes ranging in base price from $96,000 to $199,000 in the Florida
division and $180,000 to $515,000 in the Northeast division. The average base
selling price of homes to be built on unsold lots, as of November 30, 1996, was
approximately $148,000 and $285,000 for the Florida and Northeast divisions,
respectively. Because of the timing of home deliveries, the average base
selling price of homes under development may not be indicative of the average
revenue per home sold in any fiscal year. See Item 1(c), "Residential
Development."
In 1996, the Company began its entry into the active adult housing market
in Ocean County, New Jersey. Through this community, marketed under the name
Renaissance, the Company will offer nine different single-family detached home
types. The Company has the contractual right to purchase up to 2,000 finished
lots on a rolling-option basis with the land seller funding the construction of
the amenities. This community is anticipated to be a major part of the
Northeast division's future deliveries and results. At Renaissance, a wide
array of amenities, including a 24-hour attended gatehouse, a 25,000 square
foot clubhouse and an eighteen-hole golf course, is planned.
Recent Developments
The maturity date of the Company's revolving credit facility (the "Facility")
has been extended from February 28, 1997 to March 31, 1997. The Company and
its lending group are in the process of finalizing the terms and conditions
of an amendment of the Facility which would extend the term through February
28, 1998 and, if certain milestones are attained, August 31, 1998. The
Company's disclosures with respect to capital resources and liquidity cannot
be finalized until negotiations with the lenders are completed. As a result,
certain portions of this report (including the Company's financial statements
for fiscal 1996 and "Management's Discussion and Analysis of Financial Condition
and Results of Operations") will be filed by amendment after the execution of
the amended Facility. No assurances can be given that an amended Facility will
be executed on terms favorable to the Company. The Company has been advised
by the American Stock Exchange that trading in the Company's Common Stock has
been suspended pending the filing of the financial statements.
(b) Financial Information About Industry Segments
Substantially all revenues and equity in earnings, operating profits and assets
of the Company and its subsidiaries are attributable to one line of business,
the development and sale of residential housing and the acquisition and sale of
real property.
(c) Description of Business
General
The Company designs, constructs and sells single family detached homes,
primarily in central New Jersey and central Florida. The Company markets
primarily to first and second time move-up buyers with the 549 homes delivered
in fiscal 1996 having an average sales price of approximately $201,000.
Corporate Operations
The Company operates through separate divisions, which are located within or
near the markets in which they operate. Each division is managed by an
executive with substantial experience in the markets served. In addition, each
division is staffed with personnel equipped with the skills to complete the
functions of land acquisition, entitlement processing, land development,
construction, marketing, sales and product service.
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The Company's corporate staff is responsible for: (i) evaluating the
suitability of and selecting geographic markets; (ii) allocating capital
resources among divisions; (iii) maintaining the Company's relations with its
lenders to regulate the flow of financial resources; and (iv) monitoring the
divisional operations. Capital commitments are determined through consultation
among senior management and division managers. Centralized financial controls
are also maintained through the standardization of accounting and financial
policies and procedures, which are applied uniformly throughout the Company.
The Company's operating strategy generally consists of: (i) targeting primarily
the second and third time move-up buyer and, beginning in 1997, the active
adult community buyer in New Jersey; (ii) conducting homebuilding activities in
markets that, based on economic and demographic trends, demonstrate strong
growth potential; (iii) designing each residential community to meet the needs
of the particular market based on local conditions and demographic factors;
(iv) minimizing land risks by purchasing entitled tracts of well-located
property through options or contingent purchase contracts and limiting land
holdings to those which can be developed within two years from the date of
purchase or where available purchasing finished lots on a rolling option basis;
(v) developing residential communities in phases which enables the Company to
reduce financial exposure, control construction and operating expenses and
adapt quickly to changes in customer demands and other market conditions; (vi)
utilizing subcontractors to perform land development and home construction on a
fixed price basis; and (vii) emphasizing the quality, features and value of its
homes.
Geographic Markets
The Company's current business operations are principally located in central
New Jersey and the greater Orlando, Florida area. Generally, the Company has
organized divisions that are located in markets that demonstrate a strong
growth profile. The Company selects locations within these markets for its
residential housing communities that have ready access to metropolitan areas by
public transportation and major arterial highways and which have experienced
increased housing demand.
In March 1995, the Company consolidated its New Jersey-North and New Jersey-
South divisions into the Northeast division. The Northeast division conducts
homebuilding activities in Burlington, Hunterdon, Monmouth, Middlesex, Ocean
and Mercer counties in New Jersey. The Company's Florida division conducts
homebuilding activities in the Orange and Seminole County areas, concentrating
in the suburban Orlando area.
The Company does not anticipate that it will expand into any new geographic
areas in fiscal 1997 and, therefore, plans to focus its operating locations and
available capital in the Northeast and Florida divisions.
Products
The Company offers a variety of homestyles tailored to meet the specific needs
of the particular geographic and demographic markets served, including the
second and third time move-up buyer and, to a lesser extent, the first time and
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first time move-up buyer. Homestyles, prices and sizes are tailored to each
community based upon the Company's assessment of specific market conditions and
the restrictions imposed by local jurisdictions. In certain projects,
recreational amenities such as tennis courts and playground areas are
constructed by the Company. The Company believes that its current product
strategy which primarily focuses on the second and third time move up and
active adult buyer enables it to mitigate some of the risks inherent in the
homebuilding industry by providing it with a product mix that supplies
particular markets that are not as susceptible to changing market conditions
including interest rate changes.
The Company generally standardizes its product line within geographic markets
it serves. This standardization improves the quality of construction and
permits efficient production techniques and bulk purchasing of materials and
components, thus reducing construction costs and the time required to build a
home. See "Sales and Marketing."
Land Acquisition, Planning and Development
Substantially all of the land acquired by the Company is purchased only after
necessary entitlements have been obtained so that the Company has certain
rights to begin development or construction as market conditions dictate. The
term "entitlements" refers to developmental approvals, tentative maps or
recorded plats, depending on the jurisdiction within which the land is located.
Entitlements generally give a developer the right to obtain building permits
upon compliance with certain conditions that are usually within the developer's
control. Although entitlements are ordinarily obtained prior to the Company's
purchase of the land, the Company is still required to obtain a variety of
other governmental approvals and permits during the development process. The
Company primarily buys finished lots that are ready for construction in the
Florida market. Although finished lots are generally not available in the
Northeast markets, the Company has entered into a contract to purchase up to
2,000 finished lots on a rolling option basis in Ocean County, New Jersey, in
its active adult community marketed under the name Renaissance.
The Company's general policy has been to control land for future development or
sale through the use of purchase options or contingent purchase contracts
whenever practicable and where market conditions permit. The Company endeavors
to acquire property for development either (i) on an installment method, with
closings on a portion of a project on a periodic basis or (ii) through the use
of purchase money mortgages. In certain cases, when available, the Company
acquires finished lots on a rolling option basis. These policies enable the
Company to limit its financial commitments, including cash expenditures and
interest and other carrying costs, and avoid large land inventories which
exceed the Company's near term development needs. At the same time, the Company
retains any appreciation in the value of the parcel prior to exercising the
option or closing the contingent purchase contract. During the option or
contingency period, the Company performs feasibility studies, technical,
engineering and environmental surveys and obtains the entitlements.
In making land acquisitions, the Company considers such factors as: (i) current
market conditions; (ii) internal and external demographic and marketing
studies; (iii) environmental conditions; (iv) proximity to developed and
recreational areas; (v) availability of mass transportation and major arterial
highways and ready access to metropolitan areas and other employment centers;
(vi) industrial and commercial growth patterns; (vii) financial review as to
the feasibility of the proposed community, including projected profit margins,
returns on capital employed and payback periods; (viii) the ability to secure
governmental approvals and entitlements; (ix) customer preferences; (x) access
to materials and subcontractors; and (xi) management's judgement as to the real
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estate market, economic trends and the Company's experience in a particular
market. The Company's development activities include land planning and securing
entitlements. These activities are performed by the Company's employees,
together with independent engineers, architects and other consultants. The
Company's employees also develop long-term planning of future communities.
Construction
The Company employs production managers who are responsible for coordinating
all functions pertaining to the construction process. All construction work for
the Company is performed by subcontractors on a fixed price basis, with the
Company acting as general contractor. In order to maintain control over costs,
quality and work schedules, the Company employs an on-site superintendent who
is responsible for supervising subcontractor work at each project.
The Company's housing is constructed according to standardized design plans
that are then customized to each individual contract preference. Generally, the
Company seeks to develop communities having a number of lots to absorb
deliveries over a minimum one year period in order to reduce the per unit cost
of the housing products which it sells. Advantages achieved by volume building
include lower unit prices paid to subcontractors and reduced material costs per
unit.
Generally, the Company's policy is to commence construction of a detached
housing unit beyond the foundation after a sales contract for that unit has
been signed. The Company does, however, ordinarily attempt to maintain a
predetermined inventory of homes in-process in order to match the construction
times of homes with the mortgage application process and to accommodate
customers who require immediate occupancy, such as relocation buyers. In
addition, in order to permit construction and delivery of housing units on a
year round basis, the Company, in anticipation of winter in the Northeast, will
start construction of foundations prior to having signed sales contracts.
Materials and Subcontractors
The Company attempts to maintain efficient operations by utilizing standardized
material available from a variety of sources. Prices for materials may
fluctuate due to various factors, including demand levels or supply shortages.
During 1996, major building material prices for lumber, asphalt and appliances
remained relatively flat while prices for concrete increased modestly. The
price of gypsum remained flat overall, increasing during the first half of the
year with a corresponding decrease during the second half.
The Company enters into contracts with numerous subcontractors representing all
building trades in connection with the construction of its homes, and has
established long-term relationships with a number of subcontractors. These
subcontractors bid competitively for each phase of the work at each project and
are selected based on quality, price and reliability. Subcontractor bids are
solicited after an internal job cost budget estimate has been prepared based on
estimated material quantities. These internal estimates serve as the formal
baseline budget against which the cost of each trade is measured. Each division
is responsible for contracting all trades in each of its communities.
Production costs are monitored monthly to assess actual versus contracted
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amounts. The Company closely monitors subcontractor performance and
expenditures on each community to assess project profitability. Additionally,
the Company is generally able to obtain reduced prices from many of its
subcontractors due to the volume of work it provides to its subcontractors.
Agreements with subcontractors generally are for three to twelve months, and
provide a fixed price for labor and materials.
The Company has, from time to time, experienced minor temporary construction
delays due to shortages of materials or availability of subcontractors. Such
construction delays may extend the period of time between the signing of a
purchase contract and the receipt of revenues by the Company at the time of
delivery of the home to the buyer. To date, the Company has experienced no
material adverse financial effects as a result of construction delays.
Currently, sufficient materials and subcontractors are available to meet the
Company's demands; however, the Company cannot predict the extent to which
shortages in necessary materials or labor may occur in the future.
Sales and Marketing
Each division establishes marketing objectives, determines retail pricing,
formulates sales strategies and develops advertising programs, which in each
case, are subject to periodic market analyses conducted by the division. The
Company typically constructs, furnishes and landscapes model homes for each
community and maintains an on-site sales office staffed with its own sales
personnel. The Company makes use of newspaper, billboard and direct mail
advertising, special promotional events and illustrated brochures in a
comprehensive marketing program. The Company has established a web site on the
Internet (http://www.caltonhomes.com) to provide its customers with additional
information on the Company's communities and homes. In marketing its products,
the Company emphasizes quality, features and value and provides a 15 year
limited warranty on its homes. In addition, the Company offers a customization
program in order to make the products the Company builds more attractive to
homebuyers by tailoring them to individual customer needs.
The Company's sales personnel participate in an intensive sales training
program to develop their skills and knowledge. The Company consults with these
personnel in the product development process to obtain and consider feedback
from customers and information with respect to the Company's competitors.
Sales of the Company's homes are made pursuant to standard sales contracts that
are customary in the markets served by the Company. Such contracts require a
customer deposit (generally up to 5% of the base selling price unless limited
by local law) at time of contract signing and provide the customer with a
mortgage contingency, if necessary. The contingency period typically is sixty
(60) days following execution of the contract. In certain instances, contracts
are contingent on the sale of a purchaser's existing home. In such cases, the
Company retains the right to sell the home to a different buyer during the
period in which the "house-to-sell" condition is not satisfied. The
cancellation rate for new contracts signed was approximately 22% for fiscal
1996. Cancellation rates may vary from year to year. The Company attempts to
limit cancellations by training its sales force to determine at the sales
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office the qualifications of potential homebuyers and by obtaining financial
information about the prospective purchaser.
At February 3, 1997, the Company employed 48 full-time and part-time sales
personnel who are paid on a salary and/or sales commission basis. The Company
also utilizes the services of independent real estate brokers through a
cooperative broker referral plan.
Customer Financing
The Company sells its homes to customers who generally finance their purchase
through conventional and government insured mortgages. The Company provides its
customers with information on a wide selection of conventional mortgage
products and various mortgage lenders to assist the homebuyer through the
mortgage process. Mortgages arranged by mortgage providers in recent years have
been mortgage loans underwritten and made directly by a lending institution to
the customer. The Company is not liable for repayment of any mortgage loans.
Backlog
At November 30, 1996, the Company had a backlog of signed contracts for 165
homes with an aggregate sales price of $40.2 million as compared to a backlog
of signed contracts for 166 homes with an aggregate sales price of
$36.0 million at November 30, 1995. All of the November 30, 1996 backlog is
expected to be completed and delivered by November 30, 1997. Backlog includes
contracts containing financing and certain other contingencies, including, in
certain instances, contracts which are contingent on the buyer selling their
homes. Due to changes in product offerings, the uncertainty of future market
conditions and the general economic environment, the sales backlog achieved in
the current period may not be indicative of those to be realized in succeeding
periods.
Residential Development
The Company markets and sells varying types of residential homes ranging in
base selling prices from $96,000 to $199,000 in the Florida division and
$180,000 to $515,000 in the Northeast division. Current average base selling
prices for the Company's homes are approximately $262,000 in New Jersey and
$154,000 in Florida. Average base selling prices of homes sold in any period or
unsold at any point in time will vary depending on the specific projects and
style of homes under development. The Company continually monitors prevailing
market conditions, including interest rates and the level of resale activity in
the markets in which it operates. The Company may, from time to time, sell all
or a portion of a residential project prior to its development by the Company.
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As of November 30, 1996, the Company had 20 residential communities open for
sales which include an aggregate of 1,150 single family detached homes to be
delivered. The following sets forth certain information as of November 30, 1996
with respect to communities being developed by each of the Company's operating
divisions:
Homes
Deliv- Homes
Homes ered Un-
Year Deliv- Year der
of Lots ered Ended Con-
First Ap- Incept- Nov. tract Un-
Deliv- proved ion to 30, (Back- sold
ery (a) Date 1996 log) Lots Price Range
Northeast ------ ----- ----- ---- ---- ---- -----------------
Belmont at Steeple-
chase (Burlington) 1995 291 55 31 8 228 $179,990-$231,990
Bey Brook Estates
(Dover) 1997 31 0 0 4 27 $396,990-$424,990
Crown Pointe
(West Windsor) 1996 94 3 3 13 78 $384,990-$475,990
Jockey Club at
Steeplechase
(Burlington) 1995 177 88 41 15 74 $137,990-$171,990
Manalapan Chase
(Manalapan) 1996 52 19 19 22 11 $328,990-$406,990
Monmouth Ridings
(Howell) 1994 144 125 38 9 10 $184,990-$223,990
Regency Oaks (Marlboro) 1995 39 26 9 8 5 $338,990-$429,990
Stanton Ridge
(Readington) 1997 14 0 0 2 12 $415,990-$514,990
Other (communities
with fewer than 5
homes unsold) 754 752 119 1 1
----- ----- --- --- ---
Total 1,596 1,068 260 82 446
----- ----- --- --- ---
Orlando, Florida
Beechwoods
(Altamonte Springs) 1995 57 38 27 3 16 $133,900-$174,990
Brookhaven Oaks
(Ocoee) 1996 42 5 5 23 14 $145,990-$179,990
Cambridge Commons
(Apopka) 1995 87 52 29 9 26 $ 99,990-$121,990
Cheshire Woods (Ocoee) 1996 100 20 20 7 73 $108,990-$127,990
Conway Harbor
(Orlando) 1997 63 0 0 1 62 $119,990-$139,990
Crescent Park
(Orlando) 1995 108 33 21 5 70 $156,990-$185,990
Cypress Lakes
(Orlando) 1996 79 24 24 6 49 $ 95,990-$114,990
Heather Glen @
Eastwood (Orlando) 1997 28 0 0 1 27 $139,990-$171,990
Longwood Club
(Longwood) 1997 52 0 0 2 50 $159,990-$198,990
The Meadows (Oviedo) 1995 49 22 13 8 19 $140,990-$176,990
Saddlebrook (Gotha) 1995 52 45 27 1 6 $130,990-$173,990
Sand Lake Cove
(Dr. Phillips) 1996 97 26 26 9 62 $164,990-$198,990
Other (communities
with fewer than 5
homes unsold) 295 282 66 8 5
----- ----- --- --- ---
Total 1,109 547 258 83 479
----- ----- --- --- ---
Chicago, Illinois 1995 78 74 31 0 4
----- ----- --- --- ---
TOTAL 2,783 1,689 549 165 929
===== ===== === === ===
(a) Includes dwelling units completed and delivered, units under construction
and units designated on subdivision or site plans where preliminary and final
subdivision or site plan approvals, which in certain instances may be subject
to the fulfillment of certain conditions imposed thereby, have been received.
Also includes approximately 252 planned homes under rolling options in 6
communities in New Jersey and Florida currently being developed and marketed by
the Company, which will require cash payments of $4.8 million in 1997,
$3.6 million in 1998 and $390,000 in 1999.
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Land Inventory
The Company acquires options or contingent purchase contracts on land where
practicable and where market conditions and lending availability permit. In
other instances, the Company has endeavored to acquire property either subject
to purchase money mortgages, or on an installment method, with closings on a
portion of a project on a periodic basis. In order to ensure the availability
of land for future development, the Company believes it is necessary to control
land in New Jersey at an earlier point in time than in other markets. As of
November 30, 1996, if all of the options held by the Company were exercised and
all of the contingent purchase contracts to which the Company is a party were
closed, the Company would have sufficient land to maintain its anticipated
level of deliveries for the next five years in the Northeast market. The
Company believes that additional acquisitions of new communities will be
required for anticipated deliveries in 1999 and beyond in the Florida market.
The Company's revolving credit facility (the "Facility") contains provisions
limiting the amount of land which the Company may acquire in any one year.
The following table sets forth certain information, as of November 30, 1996,
with respect to options held by the Company and contingent purchase contracts
to which the Company is a party:
Number of
Proposed
Residential Planned
Options by Division Communities Homes(1)
Northeast 10 3,459
Orlando, Florida 2 152
-- -----
Total 12 3,611
== =====
(1) Final development approvals have not been obtained with respect to certain
properties included in the above table. Accordingly, the number of units
approved for development, if any, may differ from the number of planned units
reflected in the table. In addition, prior to exercising an option or closing a
contingent purchase contract, the Company conducts feasibility studies and
other analyses with respect to a proposed community. In certain instances, a
determination may be made by the Company not to proceed with certain
communities. Accordingly, no assurance can be given that the Company will
ultimately pursue the development of every community reflected in the table
above.
As of November 30, 1996, the Company held options or was a party to contingent
contracts to purchase 12 parcels of land in New Jersey and Florida for which it
has paid options fees and earnest money aggregating $2.1 million (which
includes $900,000 applied to the purchase price of a property acquired in
December, 1996). A total of 3,611 homes, of which 3,297 homes are single family
and 314 are townhomes, are planned for these parcels. Through November 30,
1996, the Company has spent an additional $3.7 million in predevelopment costs
on such land, $2.6 million of which costs would not be recoverable in the event
these options were not exercised or the contracts were not closed, as the case
may be. Assuming that in each year the Company makes payments with respect to
either options or contingent contracts, exercises options, or closes such
contracts with respect to the minimum amount of land necessary to retain its
rights to acquire the remainder of the subject properties, the aggregate amount
required to retain or exercise such options or close or extend such contingent
contracts in periods subsequent to November 30, 1996 is approximately
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$11.7 million in 1997, $13.3 million in 1998, $9.7 million in 1999,
$11.9 million in 2000, $8.3 million in 2001 and $59.8 million thereafter.
Assuming the Company exercises such options and contingent contracts, the
Company will be in a position to acquire title to approximately 313, 469, 425,
618, and 293 lots during fiscal years 1997 through 2001, respectively, and
1,493 lots thereafter. The Renaissance community represents the majority of the
capital requirements and lots which are currently planned for development
subsequent to the year 2001.
Commercial Land and Buildings
Pursuant to management's continued focus on its core homebuilding business, the
Company sold four of its commercial properties in 1996 for approximately
$3.2 million. The sales resulted in an aggregate pre-tax gain of approximately
$1.1 million and provided approximately $1.8 million of additional cash for
operations.
The Company owns certain undeveloped properties in New Jersey, Florida,
California and Pennsylvania. These properties include 60 acres of commercial
property in Manalapan, New Jersey; 14 acres consisting of two parcels in Orange
County, Florida; and three other properties, two in Pennsylvania and one in
California. Each of these properties are currently available for sale except
for one of the Pennsylvania properties, which has certain acreage under
contract for sale.
Joint Ventures
The Company has participated in joint ventures in the past that were engaged in
land and residential housing development. However, as of November 30, 1996, the
Company had no involvement in any active joint ventures. In 1996, the Company
received $460,000 of a fully reserved note receivable from a previous joint
venture.
Competition
The Company's business is highly competitive. Homebuilders compete for
desirable properties, financing, raw materials and skilled labor among other
things. The Company competes in each of the geographic areas in which it
operates with numerous real estate developers, ranging from small local to
larger regional and national builders and developers, some of which have
greater sales and financial resources than the Company. Resales of housing
provide additional competition. The Company competes primarily on the basis of
quality, features, value, reputation, price, location, design and amenities.
Regulation and Environmental Matters
The Company is subject to various local state and federal statutes, ordinances,
rules and regulations concerning zoning, building design, construction and
similar matters, including local regulation which imposes restrictive zoning
and density requirements in order to limit the number of homes that can
eventually be built within the boundaries of a particular locality. In
addition, the Company is subject to registration and filing requirements in
connection with the construction, advertisement and sale of its communities in
certain states and localities in which it operates even if any or all necessary
government approvals have been obtained. Generally, the Company must obtain
numerous government approvals, licenses, permits, and agreements before it can
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commence development and construction. Certain governmental authorities impose
fees as a means of defraying the cost of providing certain governmental
services to developing areas, or have required developers to donate land to the
municipality or make certain off-site land improvements. The Company may also
be subject to periodic delays or may be precluded entirely from developing
communities due to building moratoriums that could be implemented in the future
in the states in which it operates. Generally, such moratoriums relate to
insufficient water or sewage facilities.
The Company is also subject to a variety of local, state and federal statutes,
ordinances, rules and regulations concerning protection of health and the
environment ("environmental laws"). The particular environmental laws which
apply to any given community vary greatly according to the community site, the
site's environmental conditions and the present and former uses of the site.
These environmental laws may result in delays, may cause the Company to incur
substantial compliance and other costs, and can prohibit or severely restrict
development in certain environmentally sensitive regions or areas. For example,
in July 1987, New Jersey adopted the Fresh Water Wetlands Protection Act which
restricts building in or near certain protected geographic areas designated as
fresh water wetlands. The preservation of wetlands located within a project may
lessen the number of units that may be built in a particular project. The
Company has planned all of its projects containing wetlands to comply with the
regulations adopted under the Fresh Water Wetlands Protection Act and does not
believe that this legislation will adversely affect its present development
activities in New Jersey.
The State of Florida has adopted a wide variety of other environmental
protection laws. The laws regulate developments of substantial size and
developments in or near certain specified geographic areas within the State of
Florida, including the Big Cypress, Green Swamp and Florida Keys areas,
imposing requirements for development approvals which are more stringent than
those which the Company would have to meet in Florida for development outside
of these geographic areas. Further, the State of Florida regulates certain
types of developments located in or near certain types of geographic areas,
plant life or animal life. The Company does not believe that any land owned by
it that is planned for development is the site of any protected plant or animal
life. Although the Company owns land in or near certain protected types of
geographic areas, the Company designs its various communities to avoid
disturbing such areas so that certain regulations with respect to these areas
are not applicable. When the Company undertakes development activity in or near
or which may have an impact on any protected areas, it is required to satisfy
more stringent requirements for developmental approval than would otherwise be
applicable. In addition, the laws of the State of Florida require the use of
construction materials which reduce the energy consumption required for heating
and cooling.
The Florida Growth Management Act of 1985 requires that an infrastructure,
including roads, sewer and water lines, must be in existence or funded
concurrently with the construction of the development. If such infrastructure
will not be concurrently available or funded, then the project cannot be
developed. This will have an effect on limiting the amount of land available
for development and may delay construction and completion of some developments.
-11-
In July 1985, New Jersey adopted the Fair Housing Act which established an
administrative agency to adopt criteria by which municipalities will determine
and provide for their fair share of low and moderate income housing ("Mt.
Laurel" housing). This agency promulgated regulations with respect to such
criteria effective August 1986.
The Company may be required to set aside Mt. Laurel housing in certain
municipalities in which it owns or has the right to acquire land. In order to
comply with such requirements, the Company may be required to (i) sell some
homes at prices which would result in no gain or loss and an operating margin
less than would have resulted otherwise, or (ii) contribute to public funding
of affordable housing, which contribution will increase the costs of homes to
be developed in a community. The Company attempts to recover some of these
potential losses or reduced margins through increased density, certain cost
saving construction and land development measures and reduced land prices for
the sellers of property.
Despite the Company's past ability to obtain necessary permits and development
approvals for its communities, it can be anticipated that increasingly
stringent requirements will be imposed on developers and homebuilders in the
future. Although the Company cannot predict the effect of these requirements,
they could result in time consuming and expensive compliance programs and
substantial expenditures for pollution and water quality control, which could
materially adversely affect the Company. In addition, the continued
effectiveness of permits already granted or development approvals already
obtained is dependent upon many factors, some of which are beyond the Company's
control, such as changes in policies, rules and regulations and their
interpretation and application.
The foregoing does not purport to be a full description of all of the
legislation and regulations impacting the business of the Company. The Company
may be subject to numerous other governmental rules and regulations regarding
building standards, labor practices, environmental matters and other aspects of
real estate development in each jurisdiction in which it does business.
Employees
As of February 3, 1997, the Company employed approximately 118 full-time
personnel, including 15 corporate employees, 62 employees in the Northeast
division and 41 employees in the Florida division. The Company also employs
approximately 20 part-time employees in various locations. The Company believes
its employee relations are satisfactory.
Item 2. COMPANY FACILITIES
The Company leases approximately 19,413 square feet of office space (of which
3,629 square feet are sublet to tenants) and 6,200 square feet of storage space
in a two-story office building in Manalapan, New Jersey, which houses the
Company's corporate headquarters and its Northeast division. In addition, the
Company leases 5,280 square feet of office space in Florida. Management
believes that these arrangements provide adequate space for the Company to
conduct its operations.
-12-
The Company also has remote sales offices when not utilizing a model home and
construction offices on each of its project sites, some of which include mobile
units which are leased for terms varying from one month to one year. From time
to time the Company also leases model homes in some of its communities which
the Company has previously sold to third parties under a lease-back
arrangement. The current leases on model homes have terms up to two years.
Item 3. LEGAL PROCEEDINGS
In July 1994, an action was filed against Calton Homes, Inc., the Township of
Plainsboro, New Jersey and its planning board, certain real estate brokers and
certain unnamed officers of Calton Homes, Inc., by approximately 60 purchasers
in the Company's Princeton Manor development seeking compensatory and punitive
damages arising out of an alleged failure to disclose that a portion of the
property adjacent to the community could be developed by Plainsboro Township as
a public works site. The Company is vigorously contesting this matter and,
although there can be no assurances, does not believe that the case will have
any material effect on the financial position, results of operations or cash
flows of the Company. In addition, the Company believes that it is
contractually entitled to indemnification from Plainsboro Township in the event
that any liability should arise.
In June 1996, the Federal Deposit Insurance Corporation (the "FDIC"), in its
capacity as Liquidating Agent/Receiver of Eliot Savings Bank, instituted an
action in the United States District Court, District of Massachusetts, seeking
recovery of amounts owed under a $5.7 million promissory note (the "Note")
issued to Eliot Savings Bank by the Residences at the Surf joint venture (the
"Joint Venture"), an entity in which a Talcon, L.P. ("Talcon") subsidiary had
an interest. This action relates to a loan on property owned by the Joint
Venture. The loan was placed on the property before Talcon was formed.
Accordingly, in connection with the creation of Talcon, the interest in the
Joint Venture was transferred upstream to Calton, Inc. and then transferred
downstream into Talcon, and eventually into the Talcon subsidiary. In its suit,
the FDIC alleges, among other things, that Calton, by virtue of the assignment
of the interest in the Joint Venture to Calton in 1987, has liability as a
general partner in the Joint Venture and is seeking to collect approximately
$8.7 million in principal and interest from Calton and other parties. While no
discovery has occurred to date, based upon a preliminary analysis of this
matter, Calton believes that the FDIC's position is contrary to applicable law
and that Calton does not have any obligations under the Note by virtue of the
assignment of the interest in the Joint Venture to Calton or otherwise. The
Company will vigorously contest this matter but there can be no assurances that
the case will not have a material adverse effect on the Company's financial
position, results of operations or cash flows.
Calton and its subsidiaries are involved from time to time in routine
litigation. Management does not believes that any of this litigation is
material to the financial position, results of operations or cash flows of the
Company.
Calton's by-laws contain provisions which provide indemnification rights to
officers, directors and employees under certain circumstances with respect to
-13-
liabilities and damages incurred in connection with any proceedings brought
against such persons by reason of their being officers, directors or employees
of Calton.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the fourth quarter of 1996, no matter was submitted to a vote of
security holders through the solicitation of proxies or otherwise.
Item 4A. EXECUTIVE OFFICERS OF THE REGISTRANT
The Executive officers of the Company as of February 3, 1997 are listed below
and brief summaries of their business experience and certain other information
with respect to them is set forth in the following table and in the information
which follows the table.
Name Age Position
Anthony J. Caldarone 59 Chairman, President and Chief Executive Officer
Robert A. Fourniadis 39 Senior Vice President-Legal and Secretary
Bradley A. Little 46 Senior Vice President-Finance, Treasurer and
Chief Financial Officer
Mr. Caldarone was reappointed as Chairman, President and Chief Executive
Officer of Calton in November 1995, having previously served in such capacities
from the inception of the Company in 1981 through May 1993 when the Company
consummated the Reorganization. From June 1993 through October 1995, Mr.
Caldarone served as a Director of the Company.
Mr. Fourniadis was named Senior Vice President, Secretary and Corporate Counsel
of Calton in June 1993 following the consummation of the Reorganization. Prior
thereto, Mr. Fourniadis served as Vice President and Corporate Counsel of
Calton Homes from 1988 to 1993.
Mr. Little was named Senior Vice President, Treasurer and Chief Financial
Officer of Calton in June 1993 following the consummation of the
Reorganization. Prior thereto, Mr. Little had served as Vice President of
Accounting of Calton from 1989 to June 1993.
-14-
PART II
Item 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS
The Company's common stock is traded on the American Stock Exchange
("AMEX") under the symbol CN. The following reflects the high and
low sales prices of the common stock during fiscal 1996 and 1995.
High Low
Fiscal 1996
1st Quarter 7/16 5/16
2nd Quarter 3/4 3/8
3rd Quarter 1/2 5/16
4th Quarter 3/8 1/4
Fiscal 1995
1st Quarter 1-1/8 5/8
2nd Quarter 11/16 3/8
3rd Quarter 1/2 3/8
4th Quarter 9/16 5/16
At February 3, 1997, there were approximately 648 holders of the
Company's common stock.
The Company has not paid dividends on its capital stock in the past. In
addition, the terms of the Facility prohibits the payment of dividends.
Item 6. SELECTED FINANCIAL DATA
To be filed by amendment.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
To be filed by amendment.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
To be filed by amendment.
Item 9. CHANGES IN AND DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
-15-
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information relating to Directors is incorporated herein by reference
to "Election of Directors" contained in the Registrant's definitive
proxy statement for the annual meeting of shareholders. Certain
information relating to executive officers of the Company is set
forth in Item 4A of Part I of this Form 10-K under the caption
"Executive Officers of the Registrant."
Item 11. EXECUTIVE COMPENSATION
Information pertaining to executive compensation is incorporated
herein by reference to "Election of Directors-Executive Compensation"
contained in the Registrant's definitive proxy statement for the
annual meeting of shareholders.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information pertaining to security ownership of certain beneficial
owners and management is incorporated herein by reference to
"Principal Shareholders" and "Security Ownership of Management" from
the Registrant's definitive proxy statement for the annual meeting
of shareholders.
Item 13. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
None.
-16-
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
Page
(a) 1. and 2. Financial statements and financial statement schedules*
Reference is made to the Index of Financial Statements and
Financial Statement Schedules hereinafter contained F-1
3. Exhibits
Reference is made to the Index of
Exhibits hereinafter contained F-2
and
F-3
(b) Reports on Form 8-K
None
* To be filed by amendment.
-17-
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
CALTON, INC.
(Registrant)
By: /s/ Bradley A. Little
BRADLEY A. LITTLE,
Senior Vice President-Finance
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.
Signature Title Date
/s/ Anthony J. Caldarone Chairman, Chief Executive March 17, 1997
(Anthony J. Caldarone) Officer and President
(Principal Executive Officer)
/s/ Bradley A. Little Senior Vice President - Finance March 17, 1997
(Bradley A. Little) & Treasurer (Principal
Financial & Accounting Officer)
/s/ J. Ernest Brophy Director March 17, 1997
(J. Ernest Brophy)
/s/ Mark N. Fessel Director March 17, 1997
(Mark N. Fessel)
/s/ Frank Cavell Smith, Jr. Director March 17, 1997
(Frank Cavell Smith, Jr.)
-18-
CALTON, INC. AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS AND
FINANCIAL STATEMENT SCHEDULES
Page Number
Consolidated Balance Sheet at November 30, 1996 and 1995. . . . . . . . . . . *
Consolidated Statement of Operations for the years ended
November 30, 1996, 1995 and 1994. . . . . . . . . . . . . . . . . . . . . . *
Consolidated Statement of Cash Flows for the years
ended November 30, 1996, 1995 and 1994. . . . . . . . . . . . . . . . . . . *
Consolidated Statement of Shareholders' Equity for
the years ended November 30, 1996, 1995 and 1994. . . . . . . . . . . . . . *
Notes to Consolidated Financial Statements. . . . . . . . . . . . . . . . . . *
Report of Independent Accountants . . . . . . . . . . . . . . . . . . . . . . *
Consent of Independent Accountants. . . . . . . . . . . . . . . . . . . . . . *
Schedules**
II-Valuation and Qualifying Accounts. . . . . . . . . . . . . . . . . . . . . *
* To be filed by amendment.
** Schedules other than the schedule listed above have been omitted because of
the absence of the conditions under which they are required or because the
required information is presented in the financial statements or the notes
thereto.
F-1
INDEX TO EXHIBITS
2. Plan of Reorganization of the Registrant and Subsidiaries
incorporated by reference to Exhibit 2 to Amendment No. 1 to Form S-1
Registration Statement under the Securities act of 1933, Registration
No. 33-60022.
3.1 Amended and Restated Certificate of Incorporation of the Registrant
filed with the Secretary of State, State of New Jersey on May 28,
1993, incorporated by reference to Exhibit 3.2 to Amendment No. 1 to
Form S-1 Registration Statement under the Securities Act of 1933,
Registration No. 33-60022 and Certificate Amendment to Amended and
Restated Certificate of Incorporation of Registrant filed with the
Secretary of State, State of New Jersey on April 27, 1994,
incorporated by reference to Exhibit 3(b) to Form S-1 Registration
Statement under the Securities Act of 1933, Registration No. 33-
76312.
3.2 By Laws of Registrant, as amended, incorporated by reference to
Exhibit 3.1 of Form 10-K of Registrant for the fiscal year ended
November 30, 1990.
4. Amended and Restated Loan and Security Agreement dated as of May 28,
1993, among the Registrant, Calton Funding, Inc. and a group of
financial institutions, incorporated by reference to Exhibit 4 to
Amendment No. 1 to Form S-1 Registration Statement under the
Securities Act of 1933, Registration No. 33-60022, the First, Second
and Third Amendments to such Amended and Restated Loan and Security
Agreement, incorporated by reference to Exhibit 4 to Form 10-K of
Registrant for the fiscal year ended November 30, 1993, Fourth
Amendment to such Amended and Restated Loan Agreement, incorporated
by reference to Exhibit 10.7(b) to Amendment No. 2 to Form S-1
Registration Statement under the Securities Act of 1933, Registration
No. 33-76312, Fifth Amendment to such Amended and Restated Loan and
Security Agreement incorporated by reference to Exhibit 4 to Form 10-
K of Registrant for the fiscal year ended November 30, 1994, Sixth
Amendment to such Loan and Security Agreement, incorporated by
reference to Exhibit 4 to Form 10-K of Registrant for the fiscal year
ended November 30, 1995, Seventh Amendment to such Loan and Security
Agreement, incorporated by reference to Exhibit 4 to Form 10-K of
Registrant for the fiscal year ended November 30, 1995, Eighth
Amendment to such Loan and Security Agreement and Ninth Amendment to
such Loan and Security Agreement.
(*)10.1 1996 Equity Incentive Plan.
(*)10.3 Registrant's Amended and Restated 1993 Non-Qualified Stock Option
Plan, incorporated by reference to Exhibit 10.3 to Form 10-K of
Registrant for the fiscal year ended November 30, 1995.
(*)10.4 Incentive Compensation Plan of Registrant.
(*)10.6 Severance Policy for Senior Executives of Registrant incorporated by
reference to Exhibit 10.6 of Form 10-K of Registrant for the fiscal
year ended November 30, 1994.
F-2
(**)10.7 Executive Employment Agreement dated as of November 21, 1995 between
Registrant and Anthony J. Caldarone, incorporated by reference to
Exhibit 10.7 to Form 10-K of Registrant for the fiscal year ended
November 30, 1995.
(**)10.8 Supplemental Executive Compensation Agreement dated as of May 12,
1995 between the Registrant and Douglas T. Noakes, incorporated by
reference to Exhibit 10.8 to Form 10-K of Registrant for the fiscal
year ended November 30, 1995.
(**)10.9 Supplemental Executive Compensation Agreement dated as of May 12,
1995 between the Registrant and Bradley A. Little, incorporated by
reference to Exhibit 10.9 to Form 10-K of Registrant for the fiscal
year ended November 30, 1995. An agreement substantially identical in
term and content and executed by the Registrant and Robert A.
Fourniadis has not been reproduced herein.
13. Certain pages of Registrant's 1996 Annual Report to Shareholders
which, except for those portions expressly incorporated herein by
reference, are not deemed filed a part hereof - to be filed by
amendment.
21. Subsidiaries of the Registrant.
27. Financial Data Schedule - to be filed by amendment.
(*) Constitutes a compensatory plan required to be filed as an exhibit
pursuant to Item 14(c) of Form 10-K.
(**) Constitutes a management contract required to be filed pursuant to
Item 14(c) of Form 10-K.
F-3
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
EXHIBITS
FILED WITH
ANNUAL REPORT
ON
FORM 10-K
CALTON, INC.
1996