x

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT HAVE 1934

For the quarterly period ended March 31, 2003

OR

o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 1-9360

Delaware

84-1500244

(State or other jurisdiction of Incorporation or organization)

(IRS Employer Identification No.)

29399 U.S. Hwy 19, North Suite 320
Clearwater, Florida

33761

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code   (727) 726-8868

Yes x

No o

PAGE

PART I.  FINANCIAL INFORMATION:

Item 1.

Condensed Consolidated Financial Statements:

Balance Sheets as of March 31, 2003 (unaudited) and December 31, 2002

1

Statements of Income for the three months ended March 31, 2003 and 2002 (unaudited)

2

Statements of Cash Flows for the three months ended March 31, 2003 and 2002 (unaudited)

3

Notes to Financial Statements (unaudited)

4

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

16

Critical Accounting Policies and Estimates

17

Portfolio Summary

18

Occupancy Roll Forward

19

Operating Strategy

19

Results of Operations

21

Liquidity and Capital Resources

26

Item 3. 

Quantitative and Qualitative Disclosures About Market Risk

29

Item 4.

Controls and Procedures

30

PART II. OTHER INFORMATION:

Item 6.

Exhibits and Reports on Form 8-K

31

March 31,
2003

December 31,
2002

(Unaudited)

ASSETS

Real estate, net of accumulated depreciation of $18,223 and $17,827, respectively, including real estate under development of $40,081 and $40,053, respectively.

$

209,081

$

207,500

Cash and cash equivalents

2,422

1,223

Inventory

11,689

10,101

Investment in unconsolidated real estate partnerships

1,687

1,684

Other assets, net

8,958

8,335

Total Assets

$

233,837

$

228,843

LIABILITIES

Secured long-term notes payable

$

103,588

$

97,201

Secured short-term financing

17,228

19,118

Accounts payable and accrued liabilities

7,654

7,552

128,470

123,871

MINORITY INTEREST IN OPERATING PARTNERSHIP

13,320

13,130

STOCKHOLDERS’ EQUITY

Preferred stock, par value $.01 per share, 1,000 shares authorized, no shares issued or outstanding

—  

—  

Common stock, par value $.01 per share; 12,000 shares authorized; 8,718 and 8,649 shares issued; 6,992 and 6,939 shares outstanding (excluding treasury stock), respectively

87

86

Additional paid-in capital

281,607

280,665

Notes receivable from officers re common stock purchases

(845

)

(848

)

Deferred compensation re restricted stock

(1,033

)

(396

)

Dividends in excess of accumulated earnings

(161,157

)

(161,280

)

Treasury stock, 1,726 and 1,710 shares at cost, respectively

(26,612

)

(26,385

)

92,047

91,842

Total Liabilities and Stockholders’ Equity

$

233,837

$

228,843

Three Months
Ended
March 31, 2003

Three Months
Ended
March 31, 2002

RENTAL PROPERTY OPERATIONS

Rental and other property revenues

$

6,418

$

5,907

Golf course operating revenues

338

339

Total property operating revenues

6,756

6,246

Property operating expenses

(2,350

)

(2,249

)

Golf course operating expenses

(303

)

(351

)

Total property operating expenses

(2,653

)

(2,600

)

Depreciation

(650

)

(631

)

Income from rental property operations

3,453

3,015

SALES OPERATIONS

Home sales revenue

7,890

4,207

Cost of home sales

(5,784

)

(3,289

)

Gross profit on home sales

2,106

918

Commissions earned on brokered sales

126

119

Commissions paid on brokered sales

(65

)

(65

)

Gross profit on brokered sales

61

54

Selling and marketing expenses

(1,828

)

(1,224

)

Income (loss) from sales operations

339

(252

)

General and administrative expenses

(618

)

(468

)

Interest and other income

296

307

Interest expense

(1,284

)

(1,096

)

Equity in income (losses) of unconsolidated real estate partnerships

20

16

Income before minority interest in Operating Partnership

2,206

1,522

Minority interest in Operating Partnership

(265

)

(195

)

Income from continuing operations

1,941

1,327

DISCONTINUED OPERATIONS:

(Loss) Income from discontinued operations, net of minority interest

(14

)

34

(Loss) gain on sale of property, net of minority interest

(86

)

—  

(Loss) income from discontinued operations

(100

)

34

Net Income

$

1,841

$

1,361

Basic earnings from continuing operations

$

0.28

$

0.19

Basic (loss) earnings from discontinued operations

(0.01

)

0.01

Basic earnings per share

$

0.27

$

0.20

Diluted earnings from continuing operations

$

0.28

$

0.19

Diluted (loss) earnings from discontinued operations

(0.02

)

0.01

Diluted earnings per share

$

0.26

$

0.20

Weighted average common shares outstanding

6,839

6,656

Weighted average common shares and common share equivalents outstanding

6,951

6,728

Dividends paid per share

$

0.25

$

0.25

Three Months
Ended March 31,

2003

2002

CASH FLOWS FROM OPERATING ACTIVITIES

Net income

$

1,841

$

1,361

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

799

653

Amortization of discount on secured long-term notes payable

—  

36

Amortization of deferred compensation and expense of stock options

59

31

Minority interest in Operating Partnership

265

195

Minority interest attributable to discontinued operations

(2

)

5

Loss on sale of discontinued operations, net of minority interest

86

—  

Equity in earnings of unconsolidated real estate partnerships

(20

)

—  

Recovery of common stock escrowed to secure management contracts

(227

)

—  

(Increase) decrease in inventory

(1,588

)

204

Decrease (increase) in operating assets and liabilities

(645

)

1,164

Net cash provided by operating activities

568

3,649

CASH FLOWS FROM INVESTING ACTIVITIES

Proceeds from sale of real estate

1,172

—  

Capital replacements and enhancements

(215

)

(182