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, 2001
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
incorporation or organization) Identification No.)
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. [ ]
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, 2002, was $10,623,185.
The number of shares outstanding of each of the registrant's classes
of Common Stock as of March 1, 2002, were as follows:
Title Shares Outstanding
Class A Common Stock ........... 1,000,987
Class B Common Stock ........... 312,833
DOCUMENTS INCORPORATED BY REFERENCE
Certain portions of the Proxy Statement relating to the registrant's
2002 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 . . . . . . . . . 6
PART II
ITEM 5. MARKET FOR REGISTRANT'S
COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS . . . . . . . . . . . . . 6
ITEM 6. SELECTED FINANCIAL DATA . . . . . . . . . . . 7
ITEM 7. MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS . . . . . . . . . 10
ITEM 7A QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK . . . . 16
ITEM 8. FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA . . . . . . . . . . . . . . . 16
ITEM 9. CHANGES IN AND DISAGREEMENTS
WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE. . . . . . . . . . 17
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS
OF THE REGISTRANT. . . . . . . . . . . . . . . . . . 17
ITEM 11. EXECUTIVE COMPENSATION .. . . . . . . . . 18
ITEM 12. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND
MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . 18
ITEM 13. CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS. . . . . . . . . . . . 18
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS,
SCHEDULES AND REPORTS ON
FORM 8-K . . . . . . . . . . . . . . . . . . . . . . . . . . 18
APPENDIX A. CONSOLIDATED FINANCIAL STATEMENTS OF
DOVER INVESTMENTS CORPORATION AND
SUBSIDIARIES, AND REPORT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS,
DECEMBER 31, 2001, 2000 AND 1999
PART I
ITEM 1. BUSINESS
General
Dover Investments Corporation (the "Company") engages primarily
in residential real estate development. Westco Community Builders, Inc.,
an independent 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,
another California limited liability company, Halcyon Properties, LLC
("Halcyon"), for development of the San Leandro project described below,
and another California limited liability company, Woodview Estates, LLC
("Woodview"), for development of the Novato project described below.
For each of the above entities the Company contributes all of the capital
(except that for Glenbriar Venture #2, LLC, WCB contributed 25% of the
capital through December 1998). WCB is paid a fee for managing the
construction and development of the real estate. The Company (and WCB,
with respect to Glenbriar Venture #2, LLC) receives a preferred return on
equity in the above entities, at an annual rate of 10% to12%, through
December 31, 2001, and of approximately 7%, since January 1, 2002.
Remaining profits in each entity are split, 50% to the Company and 50% to
WCB (or, in the case of Glenbriar Venture #2, LLC, 50% to 75% to the
Company and the remainder to WCB) according to the governing agreements.
The Company has also, together with three other independent 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 SPM.
Real Estate Development
Below is a summary of the Company's major real estate
development activities during 2001.
GLENBRIAR ESTATES
The Company, through its various ventures, continued to
develop the Glenbriar Estates project in Tracy, California.
All of the land owned by the ventures is covered by either
vesting tentative subdivision maps or final subdivision maps.
The ventures have two model complexes for two product types of
homes at Glenbriar Estates, the Glenbrook Subdivision and the
Meadowbrook Subdivision.
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. The ventures brought legal actions against the City of Tracy
to, among other things, confirm that the initiative did not apply to Glenbriar
Estates because the land owned by the ventures was covered by vesting
tentative subdivision maps which predated the effective date of the initiative.
The ventures and the City of Tracy have settled all litigation relating to this
matter and the City has acknowledged, among other things, that the initiative
does not apply to the land owned by the ventures so long as the existing
vesting tentative subdivision maps remain in effect. At this time the Company
no longer believes that the passage of the initiative will disrupt the orderly
development of the remainder of the Glenbriar Estates project. Pursuant to
the settlement of the litigation referred to above, the City of Tracy provided
sewer and water capacity and residential growth allocations for approximately
fifty percent (50%) of the remainder of the Glenbriar Estates project in
August 2001 and water capacity for the balance of the Glenbriar Estates
project in January 2002. Sewer capacity and residential growth allocations for
the balance of the Glenbriar Estates project were secured in February 2002.
During 2001 a downturn in the national and regional economy
significantly reduced the demand for new homes in the Tracy area. Buyer
activity in the Tracy area was extremely weak and standing inventory among
builders in the area was at unusually high levels. New home prices also came
under pressure in 2001. In addition, during a part of the second and third
quarters of 2001 prior to August 2001, the ventures had used up all residential
growth allocations previously allocated by the City of Tracy or purchased
from other builders, preventing the ventures from building additional homes.
HIGHER PRICED HOME
In September of 1999, the Company entered into a joint venture
with WCB to develop a large (approximately 9,600 square feet) higher
priced "custom" home in Atherton, California. Construction of the
home was completed in December 2001. The home went on the market
in January 2002.
OTHER RESIDENTIAL PROPERTIES
The Company, through Halcyon, has purchased a property in
San Leandro, California. The property has been approved for eighteen
single family homes, and site work is expected to commence during the
second quarter of 2002. The venture intends to construct and sell the
eighteen homes during 2002.
In June 2001, the Company, through Woodview, purchased an
additional property in Novato, California. The property has been approved
for twenty single family homes, and it is the intention of the venture to
build and sell twenty homes on the property during 2002 and 2003. The
property has an approved vested tentative subdivision map and is currently
going through design review for its house plans.
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. A tentative subdivision
map for the entire property and a final subdivision map for Phase I of the
property have been approved by the City of Tracy. Site improvements have
been completed on Phase I of the property and construction of the first
industrial building commenced in the first quarter of 2002. The venture
previously had anticipated starting construction of the first two industrial
buildings at the same time; however, in view of the downturn in the
economy, the venture has determined to proceed with one building at this
time and to proceed with additional buildings as occupancy levels justify.
Development and rental of the entire 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. A portion
of the property was sold in 2000. SPM has completed development of the remaining
property for commercial use and is currently leasing the property to tenants.
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, 2001 was approximately sixteen
homes at an aggregate sales price of approximately $5,493,000. 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 subject to pending sales contracts will result in
closings.
Employees
The Company currently has five 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 59, 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 with an initial
term ending on September 30, 2002. On November 15, 2001, the Company
exercised an option to extend the lease for an additional period of two years
ending on September 30, 2004.
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 2001 and 2000 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 2001 Quarter Ended:
March 31 18.000 11.125
June 30 13.500 11.000
September 30 13.250 11.850
December 31 14.500 12.650
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
CLASS B COMMON STOCK
High Low
Fiscal 2001 Quarter Ended:
March 31 16.875 11.250
June 30 12.250 11.750
September 30 12.600 11.750
December 31 13.250 12.600
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
Holders
As of March 1, 2002, there were 339 stockholders of record of the
Class A Common Stock and 129 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.
ITEM 6. SELECTED FINANCIAL DATA
Quarterly 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).
Quarter Ended
December 31, September 30, June 30, March 31,
2001 2001 2001 2001
Net Sales $ 863 $8,305 $10,419 $2,512
Cost of Sales 488 4,935 6,017 1,401
Minority Interest in
Joint Ventures (36) 1,299 1,734 339
Gross Profit 411 2,071 2,668 772
Selling Expenses 125 441 511 195
General and
Administrative
Expenses 282 346 307 569
Other Income 131 211 243 305
Income before
Income Taxes 135 1,495 2,093 313
Provision for
Income Taxes 316 546 611 141
Net Income (Loss) $(181) $ 949 $1,482 $ 172
Basic Earnings (Loss)
per Share $(0.15) $0.79 $1.24 $0.14
Diluted Earnings (Loss)
per Share $(0.15) $0.79 $1.23 $0.14
Weighted Average
Number of
Shares Outstanding:
Basic 1,196,340 1,195,894 1,195,653 1,195,098
Diluted 1,196,340 1,201,499 1,200,440 1,208,664
Quarter Ended
December 31, September 30, June 30, March 31,
2000 2000 2000 2000
Net Sales $10,827 $12,513 $10,692 $14,352
Cost of Sales 6,940 8,381 7,053 9,171
Minority Interest in
Joint Ventures 554 1,394 1,293 1,384
Gross Profit 3,333 2,738 2,346 3,797
Selling Expenses 547 605 519 864
General and
Administrative
Expenses 611 443 271 341
Other Income 399 504 398 349
Income before
Income Taxes 2,574 2,194 1,954 2,941
Provision for
Income Taxes 1,653 776 908 1,009
Net Income $ 921 $1,418 $1,046 $1,932
Basic Earnings
per Share $0.80 $1.24 $0.92 $1.69
Diluted Earnings
per Share $0.80 $1.21 $0.89 $1.62
Weighted Average
Number of
Shares Outstanding:
Basic 1,145,489 1,142,790 1,142,790 1,142,540
Diluted 1,145,489 1,170,234 1,168,960 1,189,794
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,
2001 2000 1999 1998 1997
Statement of Operations Data:
Total revenues $22,099 $48,384 $64,294 $25,116 $18,921
Gross profit 5,922 12,214 11,805 4,839 2,553
Net income 2,422 5,317 4,305 1,410 388
Basic earnings per share $2.03 $4.64 $3.93 $1.34 $0.39
Diluted earnings per share $2.01 $4.64 $3.88 $1.30 $0.38
Balance Sheet Data:
Cash and cash equivalents $18,377 $20,531 $15,449 $ 8,622 $ 2,660
Total assets 51,408 43,245 44,118 37,467 29,109
Total debt 6,570 2,479 8,299 12,650 7,063
Stockholders' equity 42,978 37,737 29,936 22,797 20,447
Restatement
The Company has restated prior period lot sales and cost of home
and lot sales to correct the elimination of inter-company transactions.
The restatement had no impact on gross profit, net income or earnings
per share in the Company's previously issued financial statements. See
Note A to the Company's Consolidated Financial Statements included
as Appendix A to this report.
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 certain "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995 concerning the Company's
business operations and financial condition. The words or phrases "can be",
"may affect", "may depend", "expect", "believe", "anticipate", "intend",
"will", "estimate", "project" and similar words and phrases are intended to
identify such forward-looking statements. Such forward-looking statements
are subject to various known and unknown risks and uncertainties and the
Company cautions you that any forward-looking information provided by
or on behalf of the Company is not a guarantee of future performance. Actual
results could differ materially from those anticipated in such forward-looking
statements due to a number of factors, some of which are beyond the
Company's control, in addition to those discussed in this document or in the
Company's other public filings, including (i) the continued impact of the
terrorist attacks against the United States on September 11, 2001, (ii) changes
in general and local economic conditions, (iii) consumer confidence and
housing demand, (iv) competition, (v) government regulations affecting the
Company's operations, (vi) the availability and cost of land, materials and
labor and (vii) conditions in the capital, credit and homebuilding markets.
All such forward-looking statements are current only as of the date on which
such statements were made. The Company does not undertake any obligation
to publicly update any forward-looking statement to reflect events or
circumstances after the date on which any such statement is made or to
reflect the occurrence of unanticipated events.
Results of Operations for the Years Ended December 31, 2001 and 2000
The Company had net income of $2,422,000 for the year ended
December 31, 2001, compared to $5,317,000 in 2000.
In the year ended December 31, 2001, the Company had no home
sales at the Marina Vista development project (which was completed in 2000),
compared to 8 such sales in 2000. At the Glenbriar Estates project, the
Company closed the sale of 56 homes for the year ended December 31, 2001,
compared to 136 homes in 2000. 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. The Company did not sell any
higher priced custom homes in the years ended December 31, 2001 and 2000.
Total sales for the year ended December 31, 2001 were $22,099,000,
resulting in a gross profit of $5,922,000 and a gross profit margin of 26.80%,
compared to total sales of $48,384,000, resulting in a gross profit of
$12,214,000 and a gross profit margin of 25.24%, for the same period in 2000.
The decrease in sales resulted primarily from the reduced demand for new
homes in the Tracy area during 2001 and the resulting decrease in sales at the
Glenbriar Estates project, the lack of residential growth allocations for the
Glenbriar Estates project during a part of the second and third quarters of
2001 prior to August 2001, and the absence of sales at the Marina Vista
project during 2001. See the discussion of the Glenbriar Estates project
under "BUSINESS - Real Estate Development" above.
Minority interest in joint ventures for the year ended
December 31, 2001 decreased to $3,336,000, compared to $4,625,000
for 2000. The decrease in minority interest is attributable to decreased sales
of homes and lots at the Glenbriar Estates and the Marina Vista projects.
Selling expenses for the year ended December 31, 2001 were
$1,272,000, which represents 5.76% of revenues for 2001, compared to
$2,535,000, which represents 5.24% of revenues for 2000. The decrease in
selling expenses was primarily due to decreased sales at the development
projects and decreased marketing and related commission expenses.
General and administrative expenses for the year ended
December 31, 2001 were $1,504,000, compared to $1,666,000 for 2000,
a decrease of 9.72% compared to 2000. The decrease was primarily due
to the absence of performance based compensation, partially offset by
increased legal fees and other administrative expenses.
Interest income in 2001 decreased to $887,000, compared to
$1,591,000 in 2000. The decrease is attributable to decreases in interest
rates and decreased interest income from notes receivable.
The Company expects that the development projects will continue
to generate profits. 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, 2000 and 1999
The Company had net income of $5,317,000 for the year ended
December 31, 2000, compared to $4,305,000 for the year ended
December 31, 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 for the year ended December 31, 2000,
compared to 121 homes 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
$48,384,000, resulting in a gross profit of $12,214,000 and a gross profit
margin of 25.24%, compared to total sales of $64,294,000, resulting in a
gross profit of $11,805,000 and a gross profit margin of 18.36%, 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 5.24% of revenues for 2000, compared to
$3,560,000, which represents 5.54% 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.
Restatement
The Company has restated prior period lot sales and cost of home
and lot sales to correct the elimination of inter-company transactions.
The restatement had no impact on gross profit, net income or earnings
per share in the Company's previously issued financial statements. See
Note A to the Company's Consolidated Financial Statements included as
Appendix A to this report.
Liquidity and Capital Resources
At December 31, 2001, the Company had total assets of $51,408,000,
as compared to total assets of $43,245,000 at December 31, 2000.
The cost of the Company's property being developed was $28,473,000 in
2001, compared to $19,855,000 in 2000. The increase is primarily due to
the purchase of the properties in San Leandro and Novato, California
and development costs of the higher priced custom home in Atherton,
California. Highly liquid assets were $18,377,000 at December 31, 2001,
compared to $20,531,000 at December 31, 2000.
The Company's total liabilities increased to $8,430,000 at
December 31, 2001, compared to $5,508,000 at December 31, 2000.
This increase is attributable primarily to an increase in notes payable.
Notes payable increased to $6,570,000 in 2001, from $2,479,000 in
2000. The increase is attributable to additional investments in properties.
The additional paid-in capital of $2,819,000 for the year ended
December 31, 2001 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 $2,804,000 and the issuance of stock of $15,000.
During 2001, the Company's primary liquidity needs were related to
funding development costs of the Glenbriar Estates project and the higher
priced home and interest payments in the amount of $61,000.
At December 31, 2001, the Company had an aggregate outstanding
balance of $6,570,000 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 1.00% per annum and have various maturity dates. We
have contractual obligations totaling approximately $6,700,000. The
majority of these relate to notes payable and operating leases. The notes
payable are principally for property held for development while the operating
leases are primarily related to office space.
Contractual Obligations Total Less than 1 year 1-3 years
Notes Payable $6,570,000 $6,570,000 $ -
Operating Leases 143,000 52,000 91,000
Total Contractual
Cash Obligations $6,713,000 $6,622,000 $91,000
The Company's primary sources of liquidity during 2001 were revolving
credit agreements and the proceeds of home sales. The Company may also
borrow funds from time to time for development of real estate projects.
Outlook
The Company sold two homes at the Glenbriar Estates project during
the first quarter of 2002 and entered into sales contracts for fourteen
additional homes at the Glenbriar Estates project in October, November
and December 2001 and January 2002. The Company believes that one of
these fourteen homes will likely close in the first quarter of 2002 and that the
other fourteen homes will likely close in the second quarter of 2002. As the
Company's sales contracts are subject to satisfaction of certain conditions
and cancellation by the customer, no assurances can be given that the sales
contracts for these fourteen homes will result in actual closings. See
"BUSINESS - Backlog" above. In addition, the Company's higher priced
home in Atherton, California is currently being marketed for sale. The
Company cannot predict when that home will be sold.
Based on the foregoing, the Company expects sales for the first
quarter of 2002 to be significantly lower than for the same period in 2001.
Based on the foregoing, the Company also expects sales for the second
quarter of 2002 to be significantly lower than for the same period in 2001
(unless the higher priced home is sold during the second quarter of 2002,
in which case sales for this period would likely be higher than for the same
period in 2001).
The Company believes, based on the number of homes at the
Glenbriar Estates project for which the Company entered into sales
contracts in October, November and December 2001 and January 2002,
that interest among buyers at the Glenbriar Estates project has increased
somewhat.
Critical Accounting Policies
The Company's most critical accounting policies mainly involve the
use of estimates in the valuation of certain assets and liabilities. In
particular, at December 31, 2001 homes held for sale amounting to
$l,848,000 and property held for development amounting to $26,625,000
are recorded at cost, which the Company has estimated to be lower than
fair market value. Further, the Company has recorded a warranty reserve
of $591,000 at December 31, 2001 to cover warranty expenses incurred
subsequent to sales being recorded. Based on historical trends and other
information, the Company considers this reserve to be adequate.
Principles of Consolidation
The consolidated financial statements include the accounts of the
Company and its majority owned and controlled Joint Venture and Limited
Liability Companies. All significant inter-company transactions are
eliminated in consolidation.
Revenue From and Cost of Home Sales
The Company recognizes income from home sales upon 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.
SPM, LLC
The Company accounts for its investment in SPM, LLC on the cost
method since it does not have significant influence over the operations of
SPM, LLC. The Company includes this investment with its property held
for development at cost, which the Company considers to be lower than
estimated market value.
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, 2001
and 2000. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-2
Consolidated Statements of Earnings for the Years Ended
December 31, 2001, 2000 and 1999. . . . . . . . . . . . . . . . . A-3
Consolidated Statement of Stockholders' Equity for the
Years Ended December 31, 2001, 2000 and 1999. . . . . . . A-4
Consolidated Statements of Cash Flows for the Years
Ended December 31, 2001, 2000 and 1999. . . . . . . . . . . . A-5
Notes to Consolidated Financial Statements at
December 31, 2001, 2000 and 1999. . . . . . . . . . . . . . . . . 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 2002 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 2002 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 2002 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 2002 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.(1)
10.5 Partnership Agreement, Glenbriar Joint Venture, dated
January 7, 1994 between GIC Investment Corporation and
Westco Community Builders.(1)
10.7 Form of Nonqualified Stock Option Agreement as of
November 16, 1994.(1)
10.9 Form of Incentive Stock Option Agreement.(1)
10.10 Form of Nonqualified Stock Option Agreement.(1)
10.11 Partnership Agreement, Tracy Residential Venture
Partners, LLC, dated April 6, 1998 between the Company
and Westco Community Builders, Inc.(2)
10.12 $3,350,000 Line of Credit Collateralized by a Deed of
Trust dated October 22, 1998.(3)
10.13 $10,500,000 Promissory Note and Loan Agreement
Collateralized by a Deed of Trust dated
July 22, 1998.(3)
10.14 Lease Agreement, dated October 1, 1997.(4)
10.15 Sublease Agreement, dated October 1, 1997 between
the Company and Wilfred, Inc.(4)
10.16 1995 Stock Option Plan, as amended. (5)
10.17 Partnership Agreement, Meadowbrook Ventures, LLC.(6)
10.18 Partnership Agreement, South Tracy Industrial
Park, LLC.(7)
10.19 Partnership Agreement, SPM, LLC.(7)
10.20 Stock Option Plan for Non-employee Directors, as amended
and restated. (8)
10.21 Partnership Agreement, Halcyon Properties, LLC.(9)
10.12 Partnership Agreement, Woodview Estates, LLC.(10)
21.1 Subsidiaries of the Company.
(1) - Incorporated by reference to Exhibits 3.1, 10.5, 10.7, 10.9
and 10.10 in the Company's Annual Report on Form 10-K
for the Year Ended December 31, 2000.
(2) - Incorporated by reference to Exhibit 10.11 in the Company's
Annual Report on Form 10-KSB for the Year Ended
December 31, 1999.
(3) - 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.
(4) - 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.
(5) - Incorporated by reference to Exhibit 10.16 in the
Company's Quarterly Report on Form 10-QSB for the
Quarter Ended June 30, 1999.
(6) - Incorporated by reference to Exhibit 10.17 in the Company's
Quarterly Report on Form 10-QSB for the Quarter Ended
September 30, 1999.
(7) - 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.
(8) - Incorporated by reference to Exhibit 10.20 in the Company's
Quarterly Report on Form 10-Q for the Quarter Ended
June 30, 2000.
(9) - Incorporated by reference to Exhibit 10.21 in the Company's
Quarterly Report on Form 10-Q for the Quarter Ended
June 30, 2001.
(10) - Incorporated by reference to Exhibit 10.22 in the Company's
Quarterly Report on Form 10-Q for the Quarter Ended
June 30, 2001.
(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, 2001.
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 26, 2002 By: /s/ Frederick M. Weissberg
Frederick M. Weissberg
Chairman of the Board and
President
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 26, 2002
(Arnold Addison)
/s/ John Gilbert Director March 26, 2002
(John Gilbert)
/s/ Erika Kleczek Secretary, Treasurer and March 26, 2002
(Erika Kleczek) Principal Financial Officer
/s/ Frederick M. Weissberg Director, Chairman of the March 26, 2002
(Frederick M. Weissberg) Board and President
/s/ Will C. Wood Director March 26, 2002
(Will C. Wood)
APPENDIX A
CONSOLIDATED FINANCIAL STATEMENTS AND
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
DOVER INVESTMENTS CORPORATION AND SUBSIDIARIES
December 31, 2001, 2000 and 1999
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, 2001
and 2000, and the related consolidated statements of earnings, stockholders'
equity and cash flows for each of the three years in the period ended
December 31, 2001. 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, 2001
and 2000, and the consolidated results of their operations and their cash
flows for each of the three years in the period ended December 31, 2001
in conformity with accounting principles generally accepted in the United
States of America.
GRANT THORNTON LLP
San Francisco, California
March 4, 2002
DOVER INVESTMENTS CORPORATION
CONSOLIDATED BALANCE SHEETS
December 31,
(in thousands, except share and per share amounts)
ASSETS 2001 2000
Cash and Cash Equivalents $18,377 $20,531
Homes Held for Sale 1,848 1,848
Property Held for Development 26,625 18,007
Notes Receivable 885 1,822
Deferred Tax Asset 1,929 -
Other Assets 1,744 1,037
Total Assets $51,408 $43,245
LIABILITIES AND
STOCKHOLDERS' EQUITY
Accrued Interest and Other Liabilities $ 796 $ 1,938
Notes Payable 6,570 2,479
Minority Interest in Joint Ventures 1,064 1,091
Total Liabilities 8,430 5,508
Stockholders' Equity
Class A Common Stock, Par Value,
$.01 Per Share-
Authorized 2,000,000 Shares; Issued 883,487
Shares in 2001 and 880,239 Shares in 2000 8 8
Class B Common Stock, Par Value,
$.01 Per Share-
Authorized 1,000,000 Shares; Issued 317,411
Shares in 2001 and 318,411 Shares in 2000 3 3
Additional Paid-In Capital 28,266 25,447
Retained Earnings since January 1, 1993 14,726 12,304
Treasury Stock (4,560 of Class B
Shares in 2001 and 2000) (25) (25)
Total Stockholders' Equity 42,978 37,737
Total Liabilities and Stockholders' Equity $51,408 $43,245
The accompanying notes are an integral part of these financial statements.
DOVER INVESTMENTS CORPORATION
CONSOLIDATED STATEMENTS OF EARNINGS
Years ended December 31,
(in thousands, except share and per share amounts)
2001 2000 1999
Restated Restated
Home Sales $22,099 $45,684 $64,294
Lot Sales - 2,700 -
Total Sales 22,099 48,384 64,294
Cost of Homes Sold 12,841 29,945 47,119
Cost of Lot Sales - 1,600 -
Total Cost of Sales 12,841 31,545 47,119
Minority Interest in Joint Ventures 3,336 4,625 5,370
GROSS PROFIT 5,922 12,214 11,805
Selling Expenses 1,272 2,535 3,560
General and Administrative Expenses 1,504 1,666 1,207
2,776 4,201 4,767
Operating Income 3,146 8,013 7,038
Other Income:
Interest 887 1,591 824
Fees 3 59 51
Total Other Income 890 1,650 875
Income before Provision
for Income Taxes 4,036 9,663 7,913
Provision for Income Taxes 1,614 4,346 3,608
NET INCOME $2,422 $5,317 $4,305
Basic Earnings Per Share $2.03 $4.64 $3.93
Diluted Earnings Per Share $2.01 $4.62 $3.88
Weighted Average Number of
Shares Outstanding:
Basic: 1,195,733 1,145,489 1,094,472
Diluted: 1,202,990 1,151,204 1,108,427
The accompanying notes are an integral part of these financial statements.
DOVER INVESTMENTS CORPORATION
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
Years ended December 31, 2001, 2000 and 1999
(in thousands)
Additional Treasury
Common Stock Paid-In Retained Stock
Class A Class B Capital Earnings at Cost Total
Balance at January 1, 1999 $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
Re-issuance of Treasury
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
Issuance of Stock from
Stock Option Exercises - - 15 - - 15
Realization of Prequasi-
reorganization Net
Operating Loss
Tax Benefits - - 2,804 - - 2,804
Net Income - - - 2,422 - 2,422
Balance at
December 31, 2001 $8 $3 $28,266 $14,726 $(25) $42,978
The accompanying notes are an integral part of this financial statement.
DOVER INVESTMENTS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years ended December 31,
(in thousands)
2001 2000 1999
Cash Flows from Operating Activities:
Net Income $2,422 $5,317 $4,305
Reconciliation of Net Income to
Net Cash Provided by (Used in)
Operating Activities:
Income Accruing to Minority
Interest in Joint Ventures 3,336 4,625 5,370
Tax Benefit of Utilizing Prequasi-
reorganization Net Operating
Losses 2,804 2,097 2,310
Changes in Assets and Liabilities:
Restricted Cash - 409 (15)
Homes Held for Sale - (95) 383
Property Held for Development (8,618) 3,625 1,670
Notes Receivable 937 1,718 (1,862)
Deferred Tax (1,929) - -
Other Assets (707) 298 -
Accrued Interest and
Other Liabilities (1,142) (1,886) 2,024
Net Cash (Used in) Provided by
Operating Activities (2,897) 16,108 14,185
Cash Flows from Financing Activities:
Repayment to Minority Interest
in Joint Ventures (3,363) (5,593) (3,531)
Proceeds from Notes Payable 12,672 14,053 17,725
Repayment of Notes Payable (8,581) (19,873) (22,076)
Issuance of Stock from
Stock Option Exercises 15 387 524
Net Cash Provided by (Used in)
Financing Activities 743 (11,026) (7,358)
Net Increase (Decrease) in Cash
and Cash Equivalents (2,154) 5,082 6,827
Cash and Cash Equivalents at
Beginning of Year 20,531 15,449 8,622
Cash and Cash Equivalents at
End of Year $18,377 $20,531 $15,449
Supplemental Cash Flow Activity:
Cash Paid for Interest, Net of
Capitalized Interest $61 $207 $660
Cash Paid for Income Taxes $1,275 $2,033 $805
The accompanying notes are an integral part of these financial statements.
DOVER INVESTMENTS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2001, 2000 and 1999
(in thousands, except share and per share amounts)
NOTE A - ORGANIZATION AND ACCOUNTING POLICIES
Dover Investments Corporation (the "Company") engages primarily in
residential real estate development. Westco Community Builders, Inc., an
independent California corporation ("WCB"), is primarily responsible for
the construction and development of the real estate. WCB is not owned nor
controlled by the Company and accordingly is not part of these
consolidated financial statements.
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, another California limited liability company,
South Tracy Industrial Park, LLC ("STIP"), for development of the South Tracy
Industrial Park project, another California limited liability company, Halcyon
Properties, LLC ("Halcyon"), for development of the San Leandro project,
and another California limited liability company, Woodview Estates,
LLC ("Woodview"), for development of the Novato project. For each of the
above entities the Company contributes all of the capital (except that
for Glenbriar Venture #2, LLC, WCB contributed 25% of the capital through
December 1998). WCB is paid a fee for managing the construction and
development of the real estate. The Company (and WCB, with respect to
Glenbriar Venture #2, LLC) receives a preferred return on equity in the
above entities at an annual rate of 10% to12%, through December 31,
2001, and of approximately 7%, since January 1, 2002. Remaining profits
in each entity are split, 50% to the Company and 50% to WCB (or, in the
case of Glenbriar Venture #2, LLC, 50% to 75% to the Company and
the remainder to WCB) according to the governing agreements.
The Company has also, together with three other independent parties,
formed a New York limited liability company, SPM, LLC ("SPM"), for
development of the Coram Plaza Shopping Center project. 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.
DOVER INVESTMENTS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2001, 2000 and 1999
(in thousands, except share and per share amounts)
NOTE A - ORGANIZATION AND ACCOUNTING POLICIES (continued)
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.
Principles of Consolidation
The consolidated financial statements include the accounts of the
Company and its majority owned and controlled 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 using the specific
identification method.
Revenues From and Cost of Home Sales
The Company recognizes revenue 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.
DOVER INVESTMENTS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2001, 2000 and 1999
(in thousands, except share and per share amounts)
NOTE A - ORGANIZATION AND ACCOUNTING POLICIES (continued)
SPM, LLC
The Company accounts for its investment in SPM, LLC on
the cost method since it does not have significant influence over the
operations of SPM, LLC. The Company includes this investment
with its property held for development at cost, which the Company
considers to be lower than estimated market value.
Income Taxes
The Company follows the asset and 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 bases 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's development projects
are primarily located in Northern California. Any changes to the
housing market in this area could affect the Company's operations.
The Company operates as a single segment.
Cash and Cash Equivalents
The Company considers all highly liquid debt instruments with an
original maturity of three months or less to be cash equivalents for
purposes of the Statement of Cash Flows. Amounts also include
purchased securities, in the amount of $13,738 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
DOVER INVESTMENTS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2001 2000 and 1999
(in thousands, except share and per share amounts)
NOTE A - ORGANIZATION AND ACCOUNTING POLICIES (continued)
of the Company by the dealers who arrange the transaction.
At December 31, 2001, the weighted average interest rate of such
repurchase agreements was 4.04%. The market value of the
repurchase agreements approximates cost.
Reclassification
Certain prior year amounts have been reclassified to conform to
current year presentation.
Restatement
The Company has restated prior period lot sales and cost of
home and lot sales to correct the elimination of inter-company
transactions. The impact of the restatement is as follows:
Year Ended Year Ended
December 31, 2000 December 31, 1999
As Previously As Previously
Reported Restatement As Restated Reported Restatement As Restated
Lot Sales $ 6,591 $(3,891) $ 2,700 $ 4,187 $(4,187) $ -
Cost of
Home Sales 32,342 (2,397) 29,945 48,040 (921) 47,119
Cost of
Lot Sales 3,094 (1,494) 1,600 3,266 (3,266) -
The restatement had no impact on gross profit, net income or earnings
per share in the Company's issued financial statements.
DOVER INVESTMENTS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2001 2000 and 1999
(in thousands, except share and per share amounts)
NOTE A - ORGANIZATION AND ACCOUNTING POLICIES (continued)
Effect Of New Accounting Standards
During 2001, the Financial Accounting Standards Board (FASB)
approved for issuance Statement of Financial Accounting Standards
(SFAS) 141, Business Combinations, and SFAS 142, Goodwill and Other
Intangible Assets. SFAS 141 provisions relating to the initial measurement
and recording of goodwill and intangible assets, as well as financial statement
disclosures, are effective for purchase business combinations completed
after June 30, 2001. SFAS 142 is effective for fiscal years beginning after
December 15, 2001; however, certain provisions of this Statement
apply to goodwill and other intangible assets acquired between July 1, 2001
and the effective date of SFAS 142. Major provisions of these Statements
and their effective dates for the Company are as follows:
All business combinations initiated after June 30, 2001 must use the
purchase method of accounting. The pooling of interest method
accounting is prohibited except for transactions initiated before
July 1, 2001.
Intangible assets acquired in a business combination must be
recorded separately from goodwill if they arise from contractual or
other legal rights or are separable from the acquired entity
and can be sold, transferred, licensed, rented or exchanged, either
individually or as part of a related contract, asset or liability.
Goodwill as well as intangible assets with indefinite lives, acquired
after June 30, 2001, will not be amortized. Effective January 1,
2001, all previously recognized goodwill and intangible assets
with indefinite lives will no longer be subject to amortization.
Effective January 1, 2002, goodwill and intangible assets with
indefinite lives will be tested for impairment annually and
whenever there is an impairment indicator.
All acquired goodwill must be assigned to reporting units for
purposes of impairment testing and segment reporting.
DOVER INVESTMENTS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2001 2000 and 1999
(in thousands, except share and per share amounts)
NOTE A - ORGANIZATION AND ACCOUNTING POLICIES (continued)
The Financial Accounting Standards Board also issued SFAS 143,
Accounting for Asset Retirement Obligations. SFAS 143 applies to all
entities that have legal obligations associated with the retirement of a
tangible long-lived asset that result from acquisition, construction,
or development and (or) normal operations of the long-lived asset.
SFAS 143 requires that a liability for an asset retirement obligation be
recognized if the obligation meets the definition of a liability in FASB,
Concepts Statement 6, Elements of Financial Statements, and if the
amount of the liability can be reasonably estimated. SFAS 143 is
effective for financial statements issued for fiscal years beginning after
June 15, 2002.
In addition, the Financial Accounting Standards Board also issued
SFAS 144, Accounting for the Impairment or Disposal of Long-Lived Assets.
SFAS 144 supercedes SFAS 121, Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of, as well
as the provisions of Opinion 30, Reporting the Results of Operations
Reporting the Effects of Disposal of a Segment of a Business, and
Extraordinary, Unusual and Infrequently Occurring Events and Transactions,
that address the disposal of a business. SFAS 144 also amended
APB 51, Consolidated Financial Statements, to eliminate the exception to
consolidate a subsidiary for which control is likely to be temporary.
SFAS 144 carries over the recognition and measurement provisions of
SFAS 121, but differs from SFAS 121 in that it provides guidance in
estimating future cash flows to test recoverability. SFAS 144 also
includes criteria that have to be met for an entity to classify a long-lived
asset or asset group as held for sale, and extends the presentation of
discontinued operations permitted by Opinion 30 to include disposals
of a component of an entity. SFAS 144 is effective for financial statements
issued for fiscal years after December 15, 2001, except for the disposal
provisions which are immediately effective.
The Company does not expect that the adoption of these accounting
standards will have a material effect on its financial statements.
DOVER INVESTMENTS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2001, 2000 and 1999
(in thousands, except share and per share amounts)
NOTE B - NOTES RECEIVABLE
During 2001, the Company extended a line of credit of up to $1,659
to Westco Community Builders, Inc. for the purpose of building single family
homes. The line of credit bears an interest rate of Prime (4.75% at
December 31, 2001) plus 2% and matures on December 9, 2002, and is
collateralized by a Deed of Trust over the property.
In May 2001, the Company's Principal Financial Officer, received a
loan from the Company in the amount of $874. The loan amortizes
over a 30-year period and interest is payable at a fixed rate of four percent
per annum. This loan was made for the purchase of her residence and is
secured by a Deed of Trust. As of December 31, 2001, the outstanding
amount of the loan was $866.
NOTE C - NOTES PAYABLE
Notes payable at December 31, are comprised of the following:
2001 2000
Notes Payable, maturing
August 12, 2002, and bearing
interest at prime (4.75% at December
31, 2001) plus 0.75%. $1,126 $ 636
Notes Payable, maturing
April 20, 2001, and bearing
interest at prime (4.75% at December
31, 2001) plus 0.75%. - 151
Notes Payable, maturing
April 20, 2002, and bearing
interest at prime (4.75% at December
31, 2001) plus 1.00%. 4,472 1,692
Notes Payable, maturing
April 10, 2002, and bearing
interest at prime (4.75% at December
31, 2001) plus 0.75%. 972 -
$6,570 $2,479
DOVER INVESTMENTS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2001, 2000 and 1999
(in thousands, except share and per share amounts)
NOTE B - NOTES PAYABLE (continued)
Aggregate principal payments of $6,570 are due through
August 12, 2002. All these notes payable are collateralized by Deeds
of Trust over property held for development.
Interest in 2001, 2000 and 1999 amounted to $61, $622 and
$660, respectively, and is capitalized as part of property held for
development.
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. On November 15, 2001, the Company extended
the term of the lease commencing on October 1, 2002 and expiring as
of September 30, 2004. The Company subleases a portion of the
premises to a related party. The sublease's share of the lease equals
35% of the total rent and operating costs. Rent and yearly operating
cost reimbursements from the sublease were $40 for 2001 compared
to $41 for 2000 and $46 for 1999.
A summary of net minimum lease payments is as follows:
Years ending December 31,
2002 $ 52
2003 52
2004 39
Total $143
Rent expenses for the years ended December 31, 2001, 2000
and 1999 totaled $92, $76 and $73, respectively.
DOVER INVESTMENTS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2001, 2000 and 1999
(in thousands, except share and per share amounts)
NOTE E - INCOME TAXES
Income tax expenses for the year ended December 31,
consists of:
Current 2001 2000 1999
Federal $1,053 $3,399 $2,858
State 332 947 750
$1,385 $4,346 $3,608
Deferred
Federal $ 212 $ - $ -
State 17 - -
$ 229 $ - $ -
Total $1,614 $4,346 $3,608
In 1993, the Company underwent a quasi-reorganization resulting
in the elimination of its accumulated deficit and a decrease in additional
Paid-in Capital. The subsequent tax benefit of utilization of prequasi-
reorganization operating losses are credited to Paid-in Capital.
A tax benefit for 2001, 2000 and 1999 of $2,804, $2,097 and $2,310,
respectively, for prequasi-reorganization net operating losses has been
credited to Paid-in Capital. At December 31, 2001 all prequasi-
reorganization net operating loss tax benefits had been fully
recognized and no further tax benefits are available to be credited to
Paid-in Capital after that date.
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, 2001, 2000 and1999
(in thousands except share and per share amounts)
NOTE E - INCOME TAXES (continued)
2001 2000 1999
Tax expense at statutory
federal income tax rate (34%) $1,372 $3,285 $2,690
State franchise tax 235 570 467
Change in valuation
allowance (1,395) 473 485
Recognition of remaining
prequasi-reorganization
tax benefits 1,426 - -
Other (24) 18 (34)
Income tax expense $1,614 $4,346 $3,608
Net deferred taxes as of December 31, are as follows:
2001 2000 1999
Deferred tax asset:
Accrued warranty reserve $ 140 $ - $ 128
AMT credit carry forward 2,618 654 634
Difference between book
and tax partnership
investment - 551 -
Accrued expenses 22 29 10
Other 113 - 1
Depreciation 17 10 (2)
Net operating loss
carry forward 929 151 151
3,839 1,395 922
Valuation allowance - (1,395) (922)
3,839 - -
Deferred tax liability:
Difference between book
and tax partnership
investment (1,910) - -
Net deferred tax asset $1,929 $ - $ -
DOVER INVESTMENTS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2001, 2000 and1999
(in thousands except share and per share amounts)
NOTE E - INCOME TAXES (continued)
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. In 2000 and 1999 the Company
recorded a valuation allowance for the total amount of deferred tax assets.
The deferred tax asset schedule for 2000 and 1999 did not give effect to
any deferred tax asset related to prequasi-reorganization tax loss
carry forwards. At December 31, 2001, the Company has determined that
it is more likely than not that its deferred tax assets including those related
to the remaining prequasi-reorganization tax loss carry forwards, will be
realized, and accordingly the valuation allowance has been reduced.
As of December 31, 2001, the Company has Federal net operating
loss carry forwards of approximately $2,731 expiring through 2011.
NOTE F - FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company's financial instrument 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, 2001, 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, and has adopted the
disclosure only provisions of Statement of Financial Accounting
Standards No. 123, "Accounting for Stock-Based Compensation".
Accordingly, since options are issued at fair market value no
compensation costs have been recognized for the plans.
DOVER INVESTMENTS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2001, 2000 and 1999
(in thousands, except share and per share amounts)
NOTE G - COMMON STOCK OPTION PLANS AND
EARNINGS PER SHARE(continued)
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 not be 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, 2001, options for 166,500 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, 2001, 2000 and 1999
(in thousands, except share and per 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, 2001, options for 150 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:
DOVER INVESTMENTS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2001, 2000 and 1999
(in thousands, except share and per share amounts)
NOTE G - COMMON STOCK OPTION PLANS AND
EARNINGS PER SHARE (continued)
Year Ended December 31,
2001 2000 1999
Net income:
As reported $2,422 $5,317 $4,305
Pro forma 2,106 5,050 4,225
Basic net income
per share:
As reported $2.03 $4.64 $3.93
Pro forma 1.76 4.41 3.86
Diluted net income
per share:
As reported $2.01 $4.62 $3.88
Pro forma 1.75 4.39 3.81
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 of five years from
the date of grant; stock volatility 47% in 2001, 74% in 2000 and 56%
in 1999; risk free interest rates, 5.12% in 2001, 5.12% in 2000
and 6.45% in 1999; no dividends are expected.
DOVER INVESTMENTS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2001, 2000 and 1999
(in thousands, except share and per share amounts)
NOTE G - COMMON STOCK OPTION PLANS AND
EARNINGS PER SHARE (continued)
A summary of the status of the Company's fixed stock plans as of
December 31, 2001, 2000 and 1999, and changes during the years ending
on those dates is presented below:
December 31, 2001 December 31, 2000 December 31, 1999
Weighted Weighted Weighted
Average Average Average
Exercise Exercise Exercise
Shares Price Shares Price Shares Price
Outstanding
at beginning
of year 167,250 $12.44 172,300 $11.12 145,616 $ 7.17
Granted 1,500 12.30 46,500 11.29 111,500 13.04
Exercised (2,250) 6.81 (51,550) 7.51 (84,816) 6.89
Outstanding
at end of year 166,500 12.52 167,250 12.44 172,300 11.12
Options exercisable
at year end 136,749 $12.66 61,667 $12.42 6,217 $6.31
Weighted-average
fair value of
options granted
during the year $ 8.00 $7.93 $6.52
DOVER INVESTMENTS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2001, 2000 and 1999
(in thousands, except share and per share amounts)
NOTE G - COMMON STOCK OPTION PLANS AND
EARNINGS PER SHARE (continued)
The following information applies to options outstanding at
December 31, 2001:
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, 2001 Contractual Life Exercise Price 31, 2001 Price
$ 5.88 - 6.38 2,000 5.25 $ 6.22 2,000 $ 6.22
$ 8.13 - 9.50 6,250 7.12 $ 9.33 6,250 $ 9.33
$10.75 - 11.50 11,750 9.02 $11.01 4,083 $11.02
$12.00 - 16.00 146,500 3.65 $12.86 124,416 $12.99
166,500 $12.52 136,749 $12.66
DOVER INVESTMENTS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2001, 2000 and 1999
(in thousands, except share and per 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 computations.
Year Ended December 31,
2001 2000 1999
Net Income $2,422 $5,317 $4,305
Weighted average
common shares
outstanding 1,195,733 1,145,489 1,094,472
Additional dilutive
potential common
shares 7,257 5,715 13,955
Diluted shares
outstanding 1,202,990 1,151,204 1,108,427
Net income per
share - basic $2.03 $4.62 $3.93
Net income per
share - diluted $2.01 $4.64 $3.88
Shares excluded
from diluted EPS 101,000 100,500 141,000
EXHIBIT INDEX
Exhibit Description
Number
3.1 Restated Certificate of Incorporation and Restated
By-Laws of the Company.(1)
10.5 Partnership Agreement, Glenbriar Joint Venture, dated
January 7, 1994 between GIC Investment Corporation
and Westco Community Builders.(1)
10.7 Form of Nonqualified Stock Option Agreement as of
November 16, 1994.(1)
10.9 Form of Incentive Stock Option Agreement.(1)
10.10 Form of Nonqualified Stock Option Agreement.(1)
10.11 Partnership Agreement, Tracy Residential Venture
Partners, LLC, dated April 6, 1998 between the
Company and Westco Community Builders, Inc.(2)
10.12 $3,350,000 Line of Credit Collateralized by a
Deed of Trust dated October 22, 1998.(3)
10.13 $10,500,000 Promissory Note and Loan
Agreement Collateralized by a Deed of Trust
dated July 22, 1998.(3)
10.14 Lease Agreement, dated October 1, 1997.(4)
10.15 Sublease Agreement, dated October 1, 1997 between the
Company and Wilfred, Inc.(4)
10.16 1995 Stock Option Plan, as amended. (5)
10.17 Partnership Agreement, Meadowbrook Ventures, LLC. (6)
10.18 Partnership Agreement, South Tracy Industrial
Park, LLC.(7)
10.19 Partnership Agreement, SPM, LLC.(7)
10.20 Stock Option Plan for Non-employee Directors, as
amended and restated. (8)
10.21 Partnership Agreement, Halcyon Properties, LLC.(9)
10.12 Partnership Agreement, Woodview Estates, LLC.(10)
21.1 Subsidiaries of the Company.
__________
(1) - Incorporated by reference to Exhibits 3.1, 10.5, 10.7,
10.9 and 10.10 in the Company's Annual Report on Form 10-K
for the Year Ended December 31, 2000.
(2) - Incorporated by reference to Exhibit 10.11 in the Company's
Annual Report on Form 10-KSB for the Year Ended
December 31, 1999.
(3) - 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.
(4) - 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.
(5) - Incorporated by reference to Exhibit 10.16 in the Company's
Quarterly Report on Form 10-QSB for the Quarter Ended
June 30, 1999.
(6) - Incorporated by reference to Exhibit 10.17 in the Company's
Quarterly Report on Form 10-QSB for the Quarter Ended
September 30, 1999.
(7) - 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.
(8) - Incorporated by reference to Exhibit 10.20 in the Company's
Quarterly Report on Form 10-Q for the Quarter Ended
June 30, 2000.
(9) - Incorporated by reference to Exhibit 10.21 in the Company's
Quarterly Report on Form 10-Q for the Quarter Ended
June 30, 2001.
(10) - Incorporated by reference to Exhibit 10.22 in the Company's
Quarterly Report on Form 10-Q for the Quarter Ended
June 30, 2001.
(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, 2001.