-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HjHxw2Cmx0GpOX1bTp0tJHlpu/zGAVT2/2v4y2XwDC2BDxVxgNVNa3oZrkANlbTl xcnr8POi8DImUk6vTsmfVA== 0001188112-06-003072.txt : 20061016 0001188112-06-003072.hdr.sgml : 20061016 20061016163317 ACCESSION NUMBER: 0001188112-06-003072 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061016 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061016 DATE AS OF CHANGE: 20061016 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CALTON INC CENTRAL INDEX KEY: 0000717216 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 222433361 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08846 FILM NUMBER: 061146679 BUSINESS ADDRESS: STREET 1: 2050 40TH AVENUE STREET 2: SUITE ONE CITY: VERO BEACH STATE: FL ZIP: 32960 BUSINESS PHONE: 7727941414 MAIL ADDRESS: STREET 1: 2050 40TH AVENUE STREET 2: SUITE ONE CITY: VERO BEACH STATE: FL ZIP: 32960 8-K 1 t11881_8k.txt CURRENT REPORT ON FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 16, 2006 CALTON, INC. (Exact name of registrant as specified in its charter) NEW JERSEY 1-8846 22-2433361 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification Number) 2050 40TH AVENUE, SUITE ONE VERO BEACH, FLORIDA 32960 (Address of principal executive offices, including zip code) Registrant's telephone number, including area code: (772) 794-1414 (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2 (b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4 (c)) SECTION 2 - FINANCIAL INFORMATION ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION On October 16, 2006, we issued a news release to report our consolidated financial results for the three and nine months ended August 31, 2006. A copy of the release is furnished as Exhibit 99.1 to this current report. The information furnished under Item 2.02 of this current report, including Exhibit 99.1 hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits: Exhibit No. Description ----------- ----------- 99.1 News Release dated October 16, 2006, of Calton, Inc. Re: Consolidated Financial Results SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CALTON, INC ------------------------------------- (Registrant) By: /s/ Laura A. Camisa -------------------------------------- Laura A. Camisa Chief Financial Officer and Treasurer Dated: October 16, 2006 EX-99.1 2 ex99-1.txt EXHIBIT 99.1 Exhibit 99.1 NEWS RELEASE FOR IMMEDIATE RELEASE --------------------- October 16, 2006 FOR FURTHER INFORMATION CONTACT: Anthony J. Caldarone Chairman, President and Chief Executive Officer Calton, Inc. (772) 794-1414 Company website: WWW.CALTONINC.COM CALTON, INC. REPORTS THIRD QUARTER 2006 RESULTS Vero Beach, Florida, October 16, 2006 - Calton, Inc. (OTC.BB: CTON.OB) announced today results for the three and nine months ended August 31, 2006. Anthony J. Caldarone, Chairman, President and Chief Executive Officer, announced a net loss of $257,000 ($0.03 loss per basic and diluted share) for the quarter ended August 31, 2006, compared to a net profit of $543,000 ($0.06 profit per basic and diluted share) for the quarter ended August 31, 2005. He also announced a net loss of $188,000 ($0.02 loss per basic share and diluted share) for the nine months ended August 31, 2006, compared to a net profit of $238,000 ($0.03 profit per basic share and $0.02 profit per diluted share) for the nine months ended August 31, 2005. Revenues for the three months ended August 31, 2006 and 2005 were $1,337,000 and $3,584,000 respectively. Revenues for the nine months ended August 31, 2006 and 2005 were $6,092,000 and $6,866,000, respectively. The decrease for the both the three and nine months is primarily attributable to the Company's homebuilding operations which delivered fewer homes than during the same periods last year. Cost of sales for the homebuilding operations were $1,162,000 and $2,541,000 for the three months ended August 31, 2006 and 2005, respectively. Cost of sales for the homebuilding operations were $4,559,000 and $5,036,000 for the nine months ended August 31, 2006 and 2005, respectively. The reduction in cost of goods sold for both the three and the nine months was a result of fewer home deliveries during the same period of the prior year. Selling, general and administrative expenses were $492,000 and $645,000 for the three months ended August 31, 2006 and 2005, respectively. Selling, general and administrative expenses were $1,684,000 and $1,705,000for the nine months ended August 31, 2006 and 2005, respectively. The decrease in selling, general and administrative expenses is primarily attributable to reduced advertising expenditures for the nine months ended August 31, 2006. Net income for the three and nine month periods ended August 31, 2005 included the proceeds of a $194,000 insurance settlement for business interruption losses sustained due to Hurricanes Frances and Jeanne, as well as $71,000 received in litigation settlements. The Company paid $15,000 in litigation settlements during the nine months ended August 31, 2006. Page 1 of 3 On July 31, 2006, eCalton.com, Inc., a wholly-owned subsidiary of the Company, sold substantially all if its assets to Bray Web Development, Inc. for $250,000. The transaction resulted in a gain on the sale of assets to the Company of $229,000. As a result of the sale, the Company is no longer in the business of providing Internet business solutions or web site development and design services. The Company is currently constructing single-family homes in two communities, as well as through its "On Your Lot" program, in Vero Beach, Florida. The Company is in the process of land development at Magnolia Plantation, a 21 single family home residential community. Management continues to assess land acquisition opportunities and negotiate with various landowners, brokers and agents to expand its operations and to create a more diversified product offering.
CALTON, INC. (OTC.BB: CTON.OB) Three Months Ended August 31, ------------------------------------------ 2006 2005 -------------------- -------------------- Revenues $1,337,000 $3,584,000 ==================== ==================== Net Profit (Loss) ($257,000) $543,000 ==================== ==================== Basic and Diluted Earnings (Loss) Per Share Income (loss) from continuing operations ($0.05) $0.06 ==================== ==================== Income from discontinued operations $0.02 $0.00 ==================== ==================== Net income (loss) ($0.03) $0.06 ==================== ==================== Weighted Average Number of Shares Outstanding Basic 9,535,000 9,436,000 Diluted 9,701,000 9,553,000
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Nine Months Ended August 31, ------------------------------------------ 2006 2005 -------------------- -------------------- Revenues $6,092,000 $6,866,000 ==================== ==================== Net Profit (Loss) ($188,000) $238,000 ==================== ==================== Basic Earnings (Loss) Per Share Income (loss) from continuing operations ($0.04) $0.03 ==================== ==================== Income from discontinued operations $0.02 $0.00 ==================== ==================== Net income (loss) ($0.02) $0.03 ==================== ==================== Diluted Earnings (Loss) Per Share Income (loss) from continuing operations ($0.04) $0.02 ==================== ==================== Income from discontinued operations $0.02 $0.00 ==================== ==================== Net income (loss) ($0.02) $0.02 ==================== ==================== Weighted Average Number of Shares Outstanding Basic 9,516,000 9,405,000 Diluted 9,685,000 9,529,000
- -------------------------------------------------------------------------------- Certain information included in this press release and Company filings (collectively, "SEC filings") under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (as well as information communicated orally or in writing between the dates of such SEC filings) contains or may contain forward looking information that is subject to certain risks, trends and uncertainties that could cause actual results to differ materially from expected results. Among these risks, trends and uncertainties are the Company's ability to raise capital, acceptance of the Company's co-branded customer loyalty credit card program, national and local economic conditions, including conditions in the residential homebuilding industry, conditions and trends in the homebuilding industry in general, changes in interest rates, the Company's ability to acquire property for development, the impact of severe weather on the Company's homebuilding operations, the effect of governmental regulation on the Company and other factors described from time to time in our filings with the Securities and Exchange Commission. - -------------------------------------------------------------------------------- Page 3 of 3 -----END PRIVACY-ENHANCED MESSAGE-----