avatar holdings inc.
Transcription
avatar holdings inc.
I AVATAR HOLDINGS INC. ·l \ \ TO OUR STOCKHOLDERS AVATAR HOLDINGS INC. AUDITORS Ernst & Whinney CORPORATE COUNSEL Weil, Gotshal & Manges, New York, NY Blackwell Walker Gray Powers Flick & Hoehl, Miami, H. TRANSFER AGENT AND REGISTRAR Manufacturers Hanover Tmst Company 450 West 33rd Street New York, NY 10001 STOCKHOLDER INFORMATION, CONTACT: Juanita I. Rivera Vice President and Secretary Avatar Holdings Inc. 201 Alhambra Circle · Coral Gables, H. 33134 (305) 442-7000 (Ext. 278) A copy of the Company's annual report. on Form 10-K, filed with the Securities and Exchange Commission, will be furnished without charge to any stockholder upon written request to Juanita I. Rivera. SHARES LISTED NASDAQ-NMS Symbol AVTR AVATAR HOLDINGS INC. 201 Alhambra Circle Coral Gables, H. 33134 (305) 442-7000 1986 ANNUAL MEETING OF STOCKHOLDERS Grand Bay Hotel 2669 South Bayshore Drive Miami (Coconut Grove), H. 33133 May 29, 1986 - 10 a.m. TABLE OF CONTENTS Letter to Stockholders Description of Business 2 Real Estate Operations 3 Proposed Developments 6 Utilities and Other 7 Financial Statements 8 Notes to Consolidated Financial Statements 12 Opinion of Independent Certified Public Accountants 19 Market for Common Stock and Related Stockholder Matters 19 Management Discussion and Analysis of Financial Condition and Results of Operations 20 Supplemental Information of Effects of Changing Prices and Selected Financial Data (Unaudited) 22 Directors and Officers 24 Avatar's net income for the year ended December 31, 1985 was $4,088,000, or $.50 per share, on revenues of $69,419,000. Included in net income are extraordinary credits of $3,538,000, related to termination of one of the Company's pension plans, acquisition of $486,400 principal amount of the 8% Senior Debentures and utilization of prior years' operating losses which, as in 1984, obviated the payment of income taxes. Exclusive of income taxes and extraordinary items, continuing operations resulted in earnings of $1,072,000, or $.13 per share. Net..income for 1984 was $6,204,000, or$. 70 per share, on revenues of $77,953,000. Results for 1984 included a pre- tax gain on sale of operations of $10, 7 50,000, extraordinary credits of $3,351,000 and income from discontinued operations of $455,000. Excluding the effects of these items, the Company's continuing operations for the year ended December 31, 1984 resulted in a pre-tax loss of $6,075,000 ( $. 69 per share). The Company in 1985 continued its development of ongoing projects, while expanding both the utility operations and the land and housing sales programs. Avatar Utilities increased operating revenues as a result of additions to its customer base combined with approved rate increases. During the year constmction was completed and operations commenced at the Fiesta Village advanced wastewater treatment plant n'ear Ft. Myers, Florida. This 5,000,000 gallon per day treatment plant represents the utility company's largest single construction project to date and will enable the company to further expand its customer base. . A favorable economy and declining interest rates enabled management to concentrate on expanding the Company's land and housing sales programs. The nationwide sales and marketing network, composed of company-owned offices and independent brokers, was reorganized and augmented at the beginning of 1985. As a result, land and housing sales increased as the year progressed. . The Company now offers a variety of housing products, including quadruplex townhomes, single family homes and manufactured/ modular homes. Other housing products are planned for 19 86. Your Company's management looks forward to continuing improvements throughout 1986. ~CL~ LAWRENCE WILKOV President and Chief Operating Officer ~J1~----?~'>P PETER SHARP Chief Executive Officer \ REAL ESTATE OPERATIONS DESCRIPTION OF BUSINESS Avatar Holdings Inc. is a diversified holding company primarily engaged through its various subsidiaries in real estate and utilities operations. Real estate operations include the development and sale of improved and unimproved real estate; construction and sale of shelter units; and amenities, resorts and cable television operations in Avatar-developed communities. Utility operations include the purification and distribution of water and treatment and disposal of wastewater. During 1985, approximately 51% and 49 Ofo of total revenues were generated through real estate and utility operations, respectively. Marketing and sales efforts for Avatar's retail land and shelter unit sales programs at its communities were expanded during 1985. Shelter units were constructed in Avatar's communities on a "pre-sold" basis, with construction commencing following mortgage approval. Shelter unit sales amounted to $9,014,000 during 1985 at prices from the mid $30,000's to the high $70,000's , while homesite sales amounted to $8 , 791,000 during the same period. POINCIANA NEW TOWNSHIP FLORIDA D "Harmony with nature" is the theme throughout the entire 47,000 acres of this planned unit community located close to Disney World in Central Florida. Thousands of acres of greenways and forests complement the Avatar-owned recreational facilities and residential areas. Avatar's 1,200-acre Poinciana Office and Industrial Park is also the center of a great deal' of activity as evidenced by sales of commercial/industrial land during 1985 totaling $1,630,000. Approximately 2,000 acres of commercial/industrial property remain in inventory at December 31, 1985. An 18-hole Devlin Von Hagge championship golf course, rated in Florida's top fifty, is featured at Poinciana. The extensive clubhouse facilities include a pro shop, restaurant, pool, bar and tennis courts. Remaining inventory also includes 11,700 acres of land held for future development or sale. Avatar's 21,000 square foot Doverplum Shopping Center, which features a number of retail and business service establishments, was fully occupied during 1985. For 1986, a 15,000 square foot addition to Doverplum Shopping Center is being considered to keep pace with Poinciana's rapid growth. ARIZONA i Avatar Utilities Inc., a wholly-owned subsidiary of Avatar Holdings Inc., operates 36 water plants and 12 wastewater treatment plants, which serve 25 communities in Florida, Indiana, Missouri , Michigan and Ohio. These plants provide for the treatment, distribution and sale of water for public and private use and treatment and disposal of wastewater in portions of the 25 communities served. Avatar Holdings Inc. is headquartered in Coral Gables, Florida and employs approximately 930 full-time and parttime personnel. As of December 31, 1985, total assets at cost approximated $340 million. 2 i Avatar's retail land sales were enhanced by a site inspection program, which contributed to the sale of 165 homesites in Poinciana during 1985. As of December 31, 1985, approximately 4 , 300 single family homesites and 1, 100 acres of land zoned for multifamily use with a planned density of 17,700 dwelling units remained in inventory. Shelter unit sales increased in 1985, with the Coopersmith, Mediterranean-style quadruplex units, and single family homes constructed on a ((pre-sold" basis. Estimates indicate that during 1986 a total of 500 shelter units constructed by Avatar and other builders will be added to the nearly 1,600 existing units. Avatar's shelter units to be constructed during 1986 will include multifamily units of various designs, single family homes and manufactured homes. Coopersmith's quadruplex units at Poinciana New Township 3 REAL ESTATE OPERATIONS e CAPE CORAL D Seven miles west of Fort Myers, bounded on the east and south by the Caloosahatchee River and on the west by the Pine Island Sound and the Gulf of Mexico, this Avatar community was incorporated as a city in 1970. One of the fastest growing communities in Florida, Cape Coral has a population of approximately 50,000 persons in this 60, 700-acre community. Laced by more than 300 miles of canals, this established city has been termed "The Venice of Florida." Avatar's retail land sales program at Cape Coral resulted in the sale of 161 single family homesites during 1985, while the demand for commercial/industrial land continued to grow as evidenced by related sales of $ 7 64,000. Remaining inventory at December 31, 1985 includes 5,900 single family homesites, 300 acres of land zoned for commercial/industrial use, 2,100 acres of land zoned for multifamily use with a planned density of 17,900 dwelling units and 1, 000 acres of land held for future development or sale. During 1986, Avatar plans to market single family homes in Cape Coral. Planned for future development are Tarpon Point with 656 residential units, a harbor and a marina, and Camelot, a 506-unit multifamily and 185-unit single family waterfront community. Amenities available to the residents of Cape Coral include Avatar's Cape Coral Inn and Country Club which features an 18-hole championship golf course, a 9-hole executive golf course, five tennis courts and a 100-room inn. Q - BAREFOOT BAY D Situated along U.S. 1 on Florida's east coast, midway between Vero Beach and Melbourne, this 1, 100-acre manufac~ured/ modular home community overlooks the Indian River. Since its opening in 1970, approximately 4,100 of Barefoot Bay's 5,020 homesites have been sold. Attracted by the unique, leisurely lifestyle and recreational facilities, the current year-round population of approximately 4,000 persons consists primarily of retirees. Avatar-owned amenities presently available to residents include an 18-hole executive golf course, a multi-purpose clubhouse and community center, two large pools and tennis and shuffleboard courts. Located within the community is an Avatar-owned 11,120 square foot shopping center which was fully occupied during 1985 and features a doctor's office, a post office and a savings and loan association, as well as grocery and specialty shops . Lake facilities provide fishing and boating activities to the residents of Barefoot Bay. On the Indian River at the community's U.S. 1 entrance is a 776-foot lighted fishing pier owned by Avatar. Avatar's sales activities at Barefoot Bay include the sale of manufactured homes and homesites. Approximately 900 homesites remained in inventory at December 31, 1985. All of the homes currently sold are "double-wide" with screenenclosed patios or porches and are permanently installed with masonry skirting, ,paved driveways, carports and landscaping. Over 85 clubs and organizations within the community provide residents with social activities throughout the year. c:;) RIO RICO ~ D Mountains and canyons surround Avatar's Arizona community, its lowest elevation being 3, 300 feet above sea level. Rio Rico, a sprawling 55,000-acre community, is located 13 miles north of Nogales, Arizona and Nogales, Sonora (Mexico) and 57 miles south of Tucson. During 1985, Avatar curtailed its retail land sales program at Rio Rico due to concentration on sales and marketing of the Florida_properties. It is anticipated t~at a retail land sales program will be re-emphasized for the Rio Rico homesites within 12 to 18 months. Avatar owns and operates an 18-hole Robert Trent Jones designed championship golf course and a 36,800 square foot shopping center. Serving both Rio Rico and Southern Arizona, the South Industrial Park includes more than 40 business operations, mostly in the produce industry, but including light manufacturing and electronics firms. The community's location provides unique production advantages in the ability to compete in both national and international markets. Remaining inventory at December 31, 1985 includes 5,000 single family homesites, 2,100 acres of land zoned for multifamily use with a planned density of 6, 200 dwelling units, 1, 200 acres of land zoned for commercial/industrial use and 8,200 acres of land held for future development, sale or open space. ~ GOLDEN GATE D Located seven miles east of Naples and the Gulf of Mexico, Golden Gate is comprised of an estates area of approximately 100,000 acres and a 2,500 acre "city" area. Avatar's retail land sales activities at Golden Gate continued during 1985 resulting in sales of approximately $830,000. Remaining inventory at December 31, 1985 includes 8 7 single family and duplex homesites with a planned density of 153 dwelling units, 104 acres of land zoned for multifamily use with a planned density of 890 dwelling units and some 7,400 acres in the estates area which is primarily being held for future use with sales on a selected basis. Enhancing this community are non-Avatar-owned amenities which include the Golden Gate Country Club with its 18-hole golf course, tennis courts and pool, a 102-room motel and a community center. Bicycling in Golden Gate · Clubhouse at Rio Rico's 18-hole golf course Cape Coral Country Club and Inn 4 Avatar's model home center at its Barefoot Bay community · 5 UTILITIES AND OTHER PRQPOSED DEVELOPMENTS AVATAR UTILITIES INC. In addition to its ongoing projects, Avatar owns prime Avatar Utilities Inc. is regulated by various federal, state and county agencies and must comply with federal and state treatment standards. All sources of water are tested on a regular basis and purified as required to comply with governmental standards to ensure a supply of safe water. OCALA SPRINGS, FLORIDA acreage in Florida and California. While immediate development of such properties is not scheduled, Avatar continues D Located five miles northeast of Ocala in Marion County, to preserve and maintain the governmental permits and this 4, 700-acre property is bisected by State Road 326, connecting directly with 1-75. A naturaL spring-fed lake, which is planned for limited recreational use, enchances this property's rolling hills and hardwood hammocks. The recently-developed concept plan for this project provides for 700 single family ranchettes on 1 114 to 1 112 acre lots, 4,600 single family homesites on 1;4 to 112 acre lots, 400 manufactured/modular homesites and 1,000 multifamily condominium units. Approval of the concept plan has been obtained from all appropriate state, regional and local governmental agencies. Also planned are an 18-hole golf course and more than 300 acres for commercial, industrial and service facilities. Ground breaking for an elementary school took place in the first quarter of 1986 with opening scheduled for the fall term. approvals necessary for undertaking such development. BANYAN BAY, STUART, FLORIDA D An approved planned unit development (PUD) golf and water-oriented community, this 25 1-acre site near Stuart in Martin County has a three-quarter mile river frontage, navigable to the Intracoastal Waterway and the Atlantic Ocean. Zoning approvals have been obtained for a maximum of 1, 170 units. Contemplated for Banyan Bay is a medium density residential development of two and four story condominiums with central amenities to include an 18-hole golf course and related club facilities. LOCATION OF AVATAR UTILITIES INC. SUBSIDIARIES 1. CALUMET 2. WABASH 3. SOMERSET 4. SUMMITVILLE 5. CRAWFORDSVILLE 6. NOBLESVILLE 7. GREENWOOD B. SHELBYVILLE 9. FRANKLIN 10. NEWBURGH 11. ROCKPORT 12. JEFFERSONVILLE 13. NEW ALBANY 14. ST. CHARLES COUNTY 15. BRUNSWICK 16. WARRENSBURG 17. PARKVILLE 18. MEXICO 19. HUBER HEIGHTS 20. BAREFOOT BAY 21. CARROLLWOOD 22. SOUTH SARASOTA COUNTY 23. LEE COUNTY 24. GOLDEN GATE 25. POINCIANA WOODLAND HILLS, CALIFORNIA HARBOUR ISLANDS, HOLLYWOOD, FLORIDA D This 191-acre project is comprised of three islands, adjoining the Intracoastal Waterway, within the City of Hollywood on Florida's east coast. An approved plan for this water-oriented community provides for 2,582 high rise condominium units, 474 townhouse and triplex dwelling units, 28 single family homesites, 65,000 square feet of commercial space, a 150-room hotel and a 200boat slip marina facility. 6 D An ideal site for the future development of a luxury single family community because of its northwestern Los Angeles County location, this 955-acre property consists of two tracts. Plans for the Reseda tract call for 178 homesites for which tentative approval has been obtained. Plans for the Natoma tract are being formulated. D New Fiesta Village 5,000,000 gallon per day wastewater treatment plant in South Lee County, Florida. Avatar Utilities Inc., is engaged primarily in the purification and distribution of water for public and private use. Twenty-five communities, with a total population of over AMERICAN CABLEVISION SERVICES, INC. 500,000 located in the states of Florida, Indiana, Michigan, Missouri and Ohio are served by the utilities company. Sewer service is also provided in portions of operating areas served. At December 31, 1985, Avatar Utilities Inc. had approximately 126,000 water and 40,000 sewer customers. In addition, it operates a data processing service bureau which provides computer services to outside customers, including other utility companies. Three of the 25 communities served include the Avatar developments of Barefoot Bay, Golden Gate and Poinciana New Township. In 1985, Avatar Utilities Inc. put in service a new 5,000,000 gallon per day state-of-the-art advanced wastewater treatment plant in its South Fort Myers, Florida service area near Cape Coral. This project was the largest ever undertaken by the utilities company at a cost of $12,000,000. Barefoot Bay, Poinciana and Rio Rico communities. During 1985, subscribers in the Company's remaining systems increased 12010 to 3,800. Approximately 24% of the basic subscribers also purchased premium service. American Cablevision Services, Inc. had total revenues of $561,000 O This company provides cablevision services to Avatar's during 1985. OTHER REAL ESTATE D Avatar also owns approximately 1, 200 acres of bulk land in Florida. These properties are held as inventory for future use or sale on a selected basis. 7 AVATAR HOLDINGS INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS 8 AVATAR HOLDINGS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS AVATAR HOLDINGS INC. AND SUBSIDIARIES AVATAR HOLDINGS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Dollars in thousands except per-share data) Balance January 1, 1983 Net (loss) Credit for Federal income tax effect of contributions in aid of construction Miscellaneous reorganization items Balance December 31, 1983 Net income Purchase of 381 ,098 shares of treasury stock Treasury stock received (535,427 shares) pursuant to second distribution under the Plan for stub interests Credit for Federal income tax effect of contributions in aid of construction Balance December 31, 1984 Net income Purchase of 197,528 shares of treasury stock Elimination of reserves relating to the Federal Trade Commission Modified Consent Order Credit for Federal income tax effect of contributions in aid of construction Miscellaneous reorganization items Balance December 31, 1985 CONSOLIDATED STATEMENTS OF CHANGES IN FINANCIAL POSITION Common Stock(a) Additional Paid-In Capital Retained Earnings (Deficit)(b) $10,009 $112,100 $(2,367) (5,782) 10,009 207 i ,367 113,674 (8, 149) 6,204 Treasury Stock(c) $10,290 10,290 5,987 3,396 10,009 247 113 ,921 (1 ,945) 4,088 19,673 3,561 11,086 $10,009 200 (250) $124,957 $ 2,143 $23,234 (a) $1 par value per share; 15,500,000 shares authorized; 10,009,005 shares issued. (b) Retained earnings (deficit) is subsequent to the October 1, 1980 Plan of Reorganization. (c) Treasury stock included 1,974,631, 1 ,777, 103 and 860,578 shares at December 31, 1985, 1984 and 1983, respectively. Authorized 5,000,000 shares of preferred stock; none issued . See notes to consolidated financial statements. 10 For the year ended December 31 1985 1984 1983 (Dollars in thousands) Cash provided: Continuing operations Income (loss) from continuing operations before extraordinary items Add (deduct): Depreciation Unrecoverable land development costs Gain on sale of mortgage portfolio Deferred income taxes Gain on debt retirement Gain on sale of operations Other Discontinued operations Cash provided from (used for) operations Extraordinary credit, net of items not providing cash Reduction in other assets resu lting from distribution of stub interests Decrease in contracts, mortgages and other receivables Cost of real estate sold, not requiring cash Collection of receivable relating to sale of subsidiary Retirement of property, plant and equipment Increase in notes, mortgages and other debt Contributions in aid of construction Proceeds from sale of mortgages Preferred stock issued by utility subsidiary Proceeds from insurance settlement Proceeds from sales of operations Total Cash used: Land inventory improvements including amenities Purchase of stub interest units Purchase of 8% senior debentures Reduction in notes, mortgages and other debt Additions to property, plant and equipment Increase in treasury stock Increase in contracts, mortgages and other receivables Total Increase (decrease) in cash $ 550 ~ 2,398 $ (5,605) 3,815 3,820 2,160 4,291 1,547 (305) (515) (10 ,750) 1,782 (1 ,41 0) 988 (422) (765) (950) 3,754 2,272 136 2,408 (356) 466 357 4,832 4,832 7,234 1,543 9,593 5,208 19,374 4,326 5,803 6,224 2,779 4,207 57,125 18,472 52 ,432 45 ,121 5,862 15,273 304 11,833 27,652 3,561 5,851 4,483 19,336 9,383 9,776 16,212 5,896 55,108 $ 2,017 54,326 $ (1 ,894) 42,669 $ 2,452 3,044 1,442 22,010 4,861 9,936 7,000 4,000 2,899 7,905 13,923 2,758 See notes to consolidated financial statements. 11 AVATAR HOLDINGS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS EXCEPT PER-SHARE DATA) NOTE A SUMMARY ACCOUNTING POLICIES OF SIGNIFICANT Principles of Consolidation: The consolidated financial statements include Avatar Holdings Inc. and its subsidiaries (Avatar). All significant intercompany accounts and transactions have been eliminated in consolidation. General: Avatar is principally engaged in the business of developing and selling improved and unimproved real estate, single and multifamily residential housing and providing water and sewer utility services . Land Inventories: land inventories are stated at the lower of cost or · estimated net realizable values. Cost includes expenditures for acquisition, construction, development and carrying charges. Interest costs incurred during the period of land development are capitalized as part of the cost of such projects and are subsequently charged to operations when the project units are sold. land acquisition costs are allocated to individual land parcels based upon the relationship that the estimated sales prices or appraised values of specific parcels bear to the total sales price or appraised value of the entire community. Construction and development costs are added to the value of the specific parcels for which the costs are incurred. Estimated land construction and development costs are based primarily on external engineering reports. Revenues: Retail land sales are made primarily under installment mortgage arrangements requiring payments over seven to ten year periods . Retail land sales are recognized in full at the time total payments, including principal and interest, amount to at least 10% of the contract price and the period for cancellation with refund has expired. Sales of shelter units are recognized in full upon the transfer of title to the purchaser. Revenues from commercial land and bulk land sales are recognized in full at closing provided the purchaser's initial investment is adequate, all financing is considered collectible and Avatar is not obligated to perform significant future activities. Utility revenues are recorded as earned. I Ill, Property, Plant and Equipment: I ~ II I Property, plant and equipment are stated at cost and depreciation is computed principally by the straight line method over the estimated useful lives of the assets. Depreciation, maintenance and operating expenses of equipment utilized in the development of land are capitalized as land inventory cost. I 12 Income Taxes: No provision is made for deferred income taxes related to timing differences (other than those related to certain long-lived utility assets) in the recognition of certain income and expense items for tax and financial reporting purposes due to significant available net operating loss carryforwards (see Note L). Tax benefits realized from the utilization of net operating loss carryforwards related to years prior to reorganization are credited to '~ditional Paid-In Capital''. NOTED - CONTRACTS, MORTGAGES AND OTHER RECEIVABLES Installment land receivables are collectible over seven to ten year periods and bear interest at rates ranging from 6% to 13 liz% per annum (weighted average rate 10.6%). An installment is considered delinquent if the scheduled payment remains unpaid 30 days after its due date. Delinquent installment land receivables at December 31, 1985 and 1984 were $337 and $357, respectively. Estimated maturities for the five years subsequent to 1985 are: 1986- $2,280; 1987- $2,109; 1988 - $1,806; 1989 - $1,874; 1990- $1,923. During the second quarter of 1985, Avatar sold the major portion of its mortgage loan portfolio for $9,936. The sale resulted in a gain of $356 , which is included in "Other Revenues". Provision for doubtful accounts charged to operations were: 1985 - $598; 1984 - $1,993; 1983 - $599. Amounts charged (credited) to other valuation reserves for mortgage portfolio market declines were: 1985- $3; 1984 - $1,544; 1983 - $(1). Estimated costs to complete development of areas designated for homesite sales. (excluding Rio Rico utilities which is estimated at $20,591) at December 31, 1985 amounted to $18,618. Of this amount Avatar expects to expend $4,468 in 1986, $1,000 in 1987 and $13,150 thereafter. Because the timing of the expenditures after 198 7 is dependent upon certain future occurrences beyond Avatar's control, projection by year is not presently practicable. However, it is management's opinion that a substantial portion thereof will be expended after 1990. At its Arizona community (Rio Rico), Avatar entered into various service and construction agreements with Citizens Utilities Company {Citizens), a non-related company, generally requiring that Avatar construct certain utility facilities and deed them to Citizens. Avatar's expenditures, related to the construction of these facilities, are expected to be reimbursed from Citizens and present and future customers. Some of these reimbursable amounts are determined by specific formulas. The recovery of these expenditures is dependent upon the community attaining an occupancy and/or usage level sufficient to allow reimbursement prior to the expiration of the agreements. The estimated unexpended costs to complete these facilities at December 31, 1985 aggregate $30,026 (current costs) and are included in the accompanying Consolidated Balance Sheets, less estimated recoveries. Avatar may be obligated to advance approximately $34 ,550 (current costs) to complete water and sewer utility facilities at Avatar's Poinciana subdivision. These possible future obligations are based on internal engineering studies and are not included in the estimated development liability discussed above. All such past and future expenditures are expected to be recovered from customers' fees and future revenues. NOTE E - LAND AND OTHER INVENTORIES NOTE F - PROPERTY, PLANT AND EQUIPMENT Contracts, mortgages and other receivables are summarized as follows: Installment land and mortgage receivables Notes and other receivables Total 1985 1984 $18,882 13,184 $27,025 13,902 32,066 40,927 1,286 256 I ,518 2,032 1,542 3,550 $30,524 $37,377 Less: Allowance for doubtful accounts Other valuation reserves Pension Plans: Avatar's policy is to fund at least the minimum amount required by ERISA and to amortize prior service costs over a period of thirty years . Additional Paid-In Capital: Charges and credits known to pertain to periods prior to reorganization are recorded as adjustments to '~di tional Paid-In Capital". Contribution in Aid of Construction: Advances from real estate developers and other direct contributions to utility subsidiaries for plant construction are recorded as "Contributions in Aid of Construction". The related depreciation of the utility plant is charged to this account to the extent required by regulatory agencies. Reclassifications: Certain 1984 and 1983 financial statement items have been reclassified to conform with 1985 presentations. NOTE B - REORGANIZATION Avatar Holdings Inc., formerly GAC Corporation, and certain of its subsidiaries were involved in reorganization proceedings pursuant to the Federal Bankruptcy Act. The Bankruptcy Court confirmed the Trustees' Plan of Reorganization (Plan) and declared it effective October 1, 1980. On October 16, 1981, the Bankruptcy Court issued a final decree and discharged the Trustees from their duties. NOTE C- CASH Cash included short-term investments of $11,441 and $5,234 at December 31, 1985 and 1984, respectively. At December 31, 1985, cash aggregating $580 was restricted primarily for general unsecured creditors under the Plan. As of December 31, 1985, cash included $10,070 in U.S. Treasury Notes which were pledged as collateral for outstanding borrowings under reverse repurchase agreements (see Note H) . Inventories consist of the following: Land developed and in process of development Land held for future development or sale Shelter units completed or under construction Other 1985 1984 $ 65,200 $ 67,029 34,667 32,508 3,826 1,254 2 ,288 I ,492 $104,947 $103,317 Property, plant and equipment and accumulated depreciation consist of the following: Utility plants and equipment Land and depreciable improvements Building and improvements Machinery, equipment and fixtures Other Less accumulated depreciation As of December 31, 1985, Avatar estimates that it will cost approximately $39,209 to complete required land development improvements in all areas designated for homesite sales. The company records as "Estimated development liability for sold land" on its balance sheet only that portion of the land development costs which relate to recorded land sales. At December 31, 1985 the estimated development liability for sold land was $24,654. 1984 1985 $192,270 $168,573 5,739 8,054 5,382 8 ,101 14,125 6,619 14,661 5,642 226,807 36,928 202 ,359 33, 753 $189,879 $168,606 Depreciation charged to operations during 1985, 1984 and 1983 was $3,815, $4,138, and $4,604 , respectively, of which $-0-, $318 and $3 13 , respectively, related to discontinued operations. Depreciation capitali zed during 1985, 1984 and 1983 was $1, 5 26 , $ 1,928 and $1,335. Gain on the sale of operations in 1984 included gains related to the sales of major portions of Avatar's cable television business and an apartment complex. NOTE G- STUB INTEREST UNITS In June 1984, all judicial appeals concerning various disallowed claims under the Plan were resolved in favor of the holders of stub interest units, including Avatar. Stub interest units are contingent entitlements to future distributions of securities and cash pursuant to the Plan. As a result of the resolution of the above claims, substantially all remaining Avatar common stock and senior debentures, cash and GAC Liquidating Trust units held by an escrow agent and Avatar were distributed to the holders of stub interest units. Prior to settlement, cash amounts included $3,300 which had been held by Avatar in escrow and included in its liability to generai unsecured creditors. In 1984, as a result of its ownership of stub interest units, Avatar received 535 shares of its common stock, $2,945 principal amount of its senior debentures, 214 GAC Liquidating Trust units and cash of $2,807. NOTE H- NOTES, MORTGAGES AND OTHER DEBT Notes, mortgages and other debt are summarized as follows: Bank credit lines Construction loans Mortgage obligations, interest rates 6.5% to 12.25%, due from 1986-96 Utility first mortgage bonds, due serially from 1986-2005, interest rates 4.4% to 16.6%, net of unamortized discount of $505 and $584, respectively Utility promissory notes, due in equal annual principal payments, through 1996, net of unamortized discount of $18 and $27, respectively 8% senior debentures, due 2000, net of unamortized discount of $9,854 and $10,311, respectively Borrowings under reverse i·epurchase agreements, interest rates 7.9% to 8.12% (see Note C) Other Cumulative preferred stock of utility subsidiaries 1985 $ 5,160 782 1,817 36,624 1984 $ 13,840 853 2,777 26,877 9,545 9,654 30,025 30 ,052 BOO 10,125 178 668 94,256 85,521 9,602 2,821 $103,858 $ 88,342 At December 31, 1985, Avatar had unsecured bank credit lines of $26,500 and secured bank credit lines of $.1:),000. The unused portions of these lines were $22,005 and $4,365 for the unsecured and secured lines, respec- 14 tively, at December 31, 1985. Interest rates for borrowings under these lines are prime to 0. 7 5% above the prime interest rates. Under the terms of these agreements, which expire at various dates through September 198 7, Avatar is restricted from paying dividends and is required to maintain a minimum net worth as defined. The secured lines are collateralized by mortgages receivable. Irrevocable letters of credit, primarily to secure land development requirements, totaling $11,717 at December 31, 1985 have been issued pursuant to various other bank credit lines. The Trust Indenture for the 8% senior debentures provides for an annual sinking fund payment each October sufficient to redeem $2,000 face amount of the debentures. In 1985, Avatar cancelled approximately $10,600 face amount of the debentures previously acquired and plans to have these debentures applied toward sinking fund requirements through 1989 . Interest on the debentures is paid semi-annually. The indenture terms, among other things, restrict: the declaration and payment of dividends or distribution to any class of stock; the purchase, redemption , retirement or other acquisition for value of any share of Avatar's common stock, unless the consolidated net worth of Avatar would exceed $60,000 immediately following any such aforementioned transaction and all sinking fund obligations are current. During 1985, Avatar repurchased $484 face amount of its senior debentures in the open market, resulting in a gain of $55 (net of income taxes), which is recorded as an "Extraordinary Credit". Avatar presently plans to maintain these debentures in its treasury to meet subsequent years' sinking fund requirements. During 1984, Avatar repurchased $9,635 of its senior debentures in the open market and received $2,945 principal amount relative to its ownership of stub interest units (see Note G). These reductions in the outstanding amount of the senior debentures resulted in an operating gain of $515 recorded in "Other Revenues" and an extraordinary gain of $2,232 ($.25 per share), net of income taxes. During November 1985, a utility subsidiary of Avatar issued $7,000 of 11% cumulative preferred stock. The stock issue provides for redemption to occur no earlier than November 1990, in whole or in part, but no less than $525 per annum beginning in 1990. A redemption of all outstanding shares is to occur no later than November 15, 2000. This subsidiary has other preferred stock outstanding with dividends ranging from 5 112 % to 6 112 % with an annual required redemption through 1989 of $218. The total preferred stock outstanding at December 31, 1985 and December 31, 1984 is as follows: Charges to operations recorded as "Other Expenses" relating to preferred stock dividends of subsidiaries amounted to $265 in 1985, $177 in 1984 and $196 in 1983. Maturities of notes, mortgages and other debt at December 31, 1985 are as follows: 1986 1987 1988 1989 1990 Thereafter Interest expense capitalized during 1985, 1984 and 1983 amounted to $1,240, $397 and $387, respectively. Property, plant and equipment and inventory pledged as collateral for notes, mortgages and other indebtedness had a net book value of approximately $176,000 at December 31, 1985. NOTE I - PENSION PLANS 11% cumulative preferred stock 5V2% to 6V2% cumulative preferred stock 1984 2,602 $2,821 $9,602 $2,821 Avatar leases most of its administration and sales offices under operating leases which expire at varying times through 1998. Rental expenses for the years 1985, 1984 and 1983 were $1,954, $2,375 and $2,269, respectively, less sublease rentals of $123, $540 and $491, respectively. Minimum rental commitments under noncancellable operating leases as of December 31,. 1985 were as follows: 1986- $1,173; 1987- $964; 1988- $358; 1989- $175; 1990- $84; and thereafter- $196. NOTE K- ACCRUED AND OTHER LIABILITES Accrued and other liabilities are summarized as follows: On June 30, 1985, Avatar terminated its noncontributing defined benefit plan that covered substantially all employees not covered by the defined benefit plan of its subsidiary, Avatar Utilities Inc. Effe~tive January 1, 1986, Avatar replaced the terminated plan with a defined contribution savings plan. Under the savings plan, the company contributes to a trust based upon specified percentages of employee voluntary contributions. Upon termination of the pension plan all participants became fully vested and entitled to receive their plan benefits. Avatar has received regulatory approval of the Pension Benefit Guaranty Corp. for discontinuance of this plan. Upon liquidation of the plan assets, Avatar will receive assets equal to the overfunding of approximately $3,000. This pension refund, along with the reversal of accrued pension liabilities, re~ulted in a $1, 7 3 2 extraordinary credit, net of an income tax provi~ion of $1,643. Accumulated plan benefits and plan assets for Avatar's defined benefit,plan covering employees of Avatar Utilities Inc., as of the latest valuation date are presented below. January 1 1985 1984 Actuarial ,present value of accumu lated benefits: Vested Non-vested In computing the actuarial present value of accumulated plan benefits the assumed rate of return was 8% in 1985 and 7% in 1984. NOTE ] - LEASE COMMITMENTS $103,858 Net assets available for benefits 1985 $7,000 $ 17,446 5,778 1'118 1,924 4,396 73,196 The total pension expense charged to continuing 0 perations for 1985, 1984 and 1983 was $177, $555 and $646, respectively. $1,533 188 $1,651 219 $1,721 $1,870 $3,016 $2,644 Deferred customer betterment fees Customer deposits Reserve for Federal Trade Commission orders Property taxes Interest Other 1985 $14,475 2,230 1984 $13,261 601 4,207 812 18,542 11,300 5,059 1,018 22,119 $40,266 $53,358 Customer betterment fees collected, which have been deferred, will be reclassified to contributions in aid of construction when related utility connections are completed and service begins. Pursuant to a Federal Trade Commission Modified Consent Order ("Order"), issued in April of 1979 and entered into in September 1980, .Avatar had maintained reserves approximating $11,300, for the benefit of lot .purchasers in certain areas of its Golden Gate development. The Order provided for the maintenance of these reserves through September 1985 or until such. amounts were depleted by adjustments for the benefit of certain lot purchasers. As of September 30, 1985, having fully complied with all the requirements of the Order, Avatar eliminated all reserves relating to the Order. The elimination of these reserves resulted in a credit to 'Additional Paid-In Capital" of $11,086. 15 NOTE L- INCOME TAXES Avatar anticipates that its 1985 Consolidated Federal Income Tax Return will reflect a net operating loss carryforward of approximately $94,000, which expires as follows: 1992 - $35,000; 1993 - $5,000; 1995 $42,000; 1997 - $7,000; 2000 - $5,000. In addition, an investment tax credit carryforward of approximately $7,000 is available, which will expire in years 1989 to 2000. These carryforwards have not been approved by the Internal Revenue Service. Additional cumulative expenses and losses aggregating approximately $60,000, which have been deducted for financial statement purposes, have not been recognized by Avatar for federal income tax purposes. Cumulative expenses and losses referred to above include principally land inventory write-downs and estimated unrecoverable land development costs not deducted for federal income tax purposes. Avatar also has cumulative income items amounting to approximately $20,000, which have been recognized for financial statement purposes, that will be recognized as income on future income tax returns. Cumulative income items referred to above include principally differences in reporting future taxable income from estimated recoverable land development expenditures. Deferred income tax credits result from timing differences in the recognition of certain expenses for tax and financial reporting purposes. The principal component of deferred income tax credit is the theoretical income tax effect of the interest discount of debentures issued as a part of the reorganization which amounted to $4,799 and $5,021 as of December 31, 1985 and 1984, respectively. Federal and state income taxes charged to operations were as follows: Federal State Total 1985 $468 54 $522 1984 $2,044 233 $2,277 The income tax expense for 1985 and 1984 includes deferred income tax provision of $466 and a deferred income tax credit of $305 , respectively. A reconciliation of income tax expense (credit) to the expected income tax expense (credit) at the federal rate of 46% is as follows: 1985 Income tax expense (credit) computed at statutory rate Income tax effect of operating loss carryforwards generated State income tax (net of federal effect) Provision for income taxes 1984 $493 $2,151 1983 $(2,660) 2,660 29 126 $522 $2,277 $ Certain deferred income tax credits and charges related to years after the reorganization were eliminated and/or not provided due to the financial basis losses subsequent to reorganization of approximately $2, 7 7 3. To the extent that these loss carryforwards are recognized in future periods, the deferred income tax credits and charges eliminated and/or not provided will be reinstated . Avatar and its subsidiaries file a Consolidated Federal Income Tax Return. These returns have not been examined by the Internal Revenue Service since 1969. NOTE 0 - FINANCIAL INFORMATION RELATING TO INDUSTRY SEGMENTS Revenues: Real Estate Unaffiliated customers lntersegment Utility Unaffiliated customers Intersegment Total Revenues In December 1984, Avatar sold a subsidiary, T & T Co. Holding Company, for approximately $9, 7 SO. This subsidiary was engaged in the business of underwriting title insurance policies and selling property abstracts in Florida. As a result of the sale, Avatar recognized a gain of $700, including income tax benefits of $3,340. The tax benefits recognized exceed the net loss on sale due to a permanent difference in the tax basis compared to the financial statement basis of approximately $4,100. A summary of certain operating results ofT & T Co. Holding Company is as follows: Operations: Net revenues Loss before taxes Benefit of income taxes 1984 1983 $17,224 $15,551 $ Net loss from operations Disposal: Loss on disposal Benefit of income taxes $ $ 455 (177) Operating profit (loss) : Real estate Utility $ 35,425 1,743 37,168 $ 45 ,997 6,792 $ 36,942 3,261 52 ,789 40,203 31 ,956 80 30,447 168 32 ,036 (6,872) 30,615 (3,429) $ 77 ,953 $ 67,389 $ . 3,732 11 ,259 $ (5,746) 11,848 14,991 (1 0,316) 6,102 (11 ,707) $ 4,675 $ (5,605) (748) 10,996 10,248 (9, 176) $ 1,072 $ Operating profit Interest expense Income (loss) before income taxes Depreciation and amortization: Real estate Utility Discontinued operations Total Capital expenditures: Real estate Utility Discontinued operations Total Identifiable assets Real estate Utility Discontinued operations Total identifiable assets General corporate a~sets $ 1983 $ 1,444 2,371 $ 1,702 2,118 318 $ 2,230 2,061 313 $ 3,815 $ 4,138 $ 4,604 $ 2,946 24,706 $ 4,513 14,823 325 $ 6,417 9,469 326 $ 27,652 $ 19,661 $ 16,212 1985 1984 1983 $140,044 180,938 $150,051 161,989 $168,455 151 ,069 13,833 320,982 19,516 $340,498 312,040 10,954 333,357 10,871 $322,994 $344,228 (177) {2,640) 3,340 700 Net income from disposal Net inome (loss) from discontinued operations (478) 233 {245) 1984 33,994 60 34,054 (1 ,803) $ 69,419 Elimination of intersegment NOTE M - DISCONTINUED OPERATIONS 1985 Total Assets (177) NOTE N - CONTINGENCIES Pursuant to the sale ofT & T Co. Holding Company referred to in Note M above, Avatar has agreed to be responsible for certain litigation matters and to share with the buyer in certain losses in the event certain claims arise. Such litigation matters and known claims aggregated approximately $3,800. In management's opinion, adequate provision has been made in the accompanying 1985 financial statements for losses applicable to such litigation matters and known claims. At December 31, 1985, Avatar was defendant in a class action law suit which alleged civil conspiracy, trespass, conversion and fraud with regard to removal of certain spoil bank materials. This action seeks compensatory and punitive damages in excess of $25,000. It is the opinion of management and legal counsel that this lawsuit will not have a m.aterial adverse effect on Avatar's financial position. (a) Avatar's businesses are conducted in the United States. (e) (b) In computing operating profit or loss, interest has been reflected separately. No significant part of the business is dependent upon a single customer or group of customers. (0 (c) lntersegment revenues contain primarily intercompany interest and management fees charged to affiliates. Cable TV, mortgage and hotel and recreational operations which primarily service Avatar communities do not qualify individually as separate reportable segments and are included in the real estate segment. (d) lndentifiable assets by segment are those assets that are used in the operations of each segment. General corporate assets are principally cash , receivabiGJs and investments. II 16 17 Opinion of Independent Certified Public Accountants NOTE P- QUARTERLY FINANCIAL DATA (UNAUDITED) Summarized quarterly financial data for 1985 and 1984 is as follows: First $15 ,988 16,628 (640) Net revenues Expenses Income (loss) before extraordinary items Extraordinary items Net income (loss) Earnings per share: (c) From continuing operations Before extraordinary items Net income (loss) (640) $ (.08) (.08) (.08) First Net revenues Expenses Income (loss) from continuing operations Income (loss) from discontinued operations Gain on sale of discontinued operations Income (loss) before extraordinary items Extrao rdinary items Net income Earnings per share : (c) From continu ing operati ons Before extraordinary items Net income (loss) (a) Revenues include gains ($10,750) related to the sales of a major portion of Avatar's cable television business and an apartment complex. (b) Reversal of extraordinary items in 1984 is substantially due to fourth quarter operating losses. $28,808(a) 22,392 6,4 16 48 1985 Quarter Second Third $15,976 15,518 458 80 538 $17,782 17,352 430 (14) 416 $ $ (c) .71 .71 1.09 .06 .06 .07 .05 .05 .05 $19,673 19,371 302 3,472 3,774 Stockholders and Board of Directors Avatar Holdings Inc. Coral Gables, Florida $ We have examined the consolidated balance sheets of Avatar Holdings Inc. and subsidiaries as of December 31, 1985 and 1984 and the related consolidated statements of operations, stockholders' equity and changes in financial position for each of the three years in the period ended December 31, 1985. Our examinations were made in accordance with generally accepted auditing standards and, accordingly, included such tests of the accounting records and such other auditing procedures as we considered necessary in the circumstances. 1984 Quarter Third Second $17 ,362 17,630 (268) 110 (156) 1,975 1,819 (158) 2,221 2,063 $ (.04) (.02) .20 $ .04 .04 .47 Fourth $16,392 16,724 (332) 176 6,464 3,500 9,964 $ Fourth (.03) (.02) .23 $15 ,391 18,809 (3,418) (579) 700 (3 ,297) (4 ,345)(b) (7 ,642) $ (.41) (.40) (.92) Because of treasury stock purchases in 1985 and 1984 and receipt of Avatar common stock in 1984 resulting from Avatar's ownership of Stub Interest units, quarterly earnings per-share data for 1985 and 1984 will not add to the earnings per-share data for the respective years. The financial statements for the years ended 1984 and 1983 included the following adjustments recognized in the fourth quarter. There were no significant adjustments recognized in the fourth quarter of 1985. 1984 18 In our opinion, the financial statements referred to above present fairly the consolidated financial position of Avatar Holdings Inc. and subsidiaries at December 31, 1985 and 1984 and the consolidated results of their operations and changes in their financial position for each of the three years in the period ended December 31, 1985, in conformity with generally accepted accounting principles applied on a consistent basis. Miami, Florida March 7, 1986 Market for Common Stock and Related Stockholder Matters 1983 Increase (decrease) effect in results of operations Amount Per Share Reserve for market decline on mortgage loans held for sale Operating expense adjustments related to discontinued operations Unrecoverable land and utility development costs Additional provision for doubtful accounts $ (805) (8 17) $(.09) (.09) (258) (.03) $(1,880) $(.21) Amount Per Share $ (685) (2 ,842) $(.08) (.31) $(3 ,527) $(.39) The common stock of Avatar Holdings Inc. is traded in the over-the-counter market, and price quotations are reported through the National Association of Securities Dealers Automated Quotation System ("NASDAQ") under the symbol AVTR. On February 14, 1984, Avatar was entered in NASDAQ's National Market System ("NMS"). The approximate number of record holders of common stock at December 31, 1985 was 12,000. High and low quotations, as reported, for the last two years were: Quarter Ended Quotations 1985 1984 High Low High Low March 31 June 30 September 30 December 31 177/a 18 7/a 20 18 7/a 151/2 173/a 16 7/a 171/4 16 1/2 161/4 161/4 18 1/2 Foregoing information includes bid quotations through February 13, 1984, which reflect interdealer prices without retail mark-up, mark-down or commissions and may not necessarily represent actual transactions. Quotations subsequent to Avatar's entry into the NMS are high and low sales prices. Avatar has not declared any dividends on common stock since its issuance in January 1981 and has no present intention to pay dividends. Avatar is subject to certain restrictions on the payment of dividends as set forth in "Notes to Consolidated Financial Statements''. 13 145 /a 131/4 151/4 19 AVATAR HOLDINGS INC. AND SUBSIDIARIES MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (DOLLARS IN THOUSANDS) RESULTS OF OPERATIONS LIQUIDITY AND CAPITAL RESOURCES Revenues Expenses During the first quarter of 1985, Avatar reorganized its sales and marketing operations, resulting in an increase in real estate revenues of $4 77 or 2% for the year and an increase of $3,685 or 56% for the fourth quarter compared to 1984. These 1985 increases are also attributable, in part, to increases in commercial and industrial land sales. The 1984 real estate revenues decreased $728 or 2% compared to 1983 due to the absence of revenue related to a major portion of Avatar's cable television operations and its Georgetown apartment building complex, which were sold during the first quarter of 1984. Increases in retail land sales revenues in 1984 were offset by a decrease in shelter sales. Utility revenues increased $2,554 or 8% in 1985 compared ro 1984 and $1,978 or 7% in 1984 compared to 1983. These anticipated increases are attributable to new customers, rate increases granted by regulatory agencies and a greater demand for service. Interest income increased $83 in 1985 compared to 1984 and declined $305 in 1984 compared to 1983. The 1985 increase in interest income is due to increases in amounts of cash invested on a shortterm basis. The 1984 decline is due to the declining balance of outstanding mortgages and other receivables and a gradual decline in interest rates. Gains on the sale of operations in 1984 include a gain of $10,7 50 related to the sale of a major portion of Avatar's cable television business ($9,800) and its Georgetown apartment complex {$950). These operations, as well as T & T Co. Holding Company, were sold to enable management to concentrate its efforts on Avatar's primary business activities, real estate development and utility operations. See "Notes to Consolidated Financial Statements" for a further explanation of the sale of T & T Co. Holding Company. Real estate expenses decreased $2,991 or 9% in 1985 compared to 1984 and decreased $2,592 or 7% in 1984 compared to 1983. The 1985 decrease in these expenses was due primarily to a reduction in the rate of inflation assumed in the computation of the estimated development liability for sold land. Real estate expenses in 1984 included $2,160 relating to the escalation for inflation of the estimated development liability for sold land. The 1984 decrease in expenses was primarily due to lower cost of sales related to the decline in shelter revenue. Expenses related to utility operations increased $2,175 or 11% in 1985 compared to 1984 and increased $2,025 or 11% in 1984 compared to 1983. While the relationship of utility expenses to utility revenues has generally been consistent, reflecting the regulatory nature that is predominant in this industry, utility expenses increased at a higher rate than utility revenues due to pending regulatory approvals for rate increases. General and administrative expenses decreased $1,043 or 13% in 1985 compared to 1984 and increased $241 or 3% in 1984 compared to 1983. The 1985 decrease is primarily attributable to management's efforts to reduce these expenses. The 1984 increase is primarily due to an increase in professional fees incurred during the year. Interest expense decreased $1, 140 in 1985 compared to 1984 due to an increase in construction interest capitalized. An increase in the 1985 interest expense due to greater amounts of debt outstanding was mitigated by a decline in interest rates. In 1984 interest expense decreased $1,391 compared to 1983 due to a gradual decline in interest rates and a decrease in debt outstanding. Funds to meet Avatar's operating needs will be derived from the following: • Real estate operations including sales and leasing activities. • Collection of utility operating re~enues. • Collection of principal and interest from installment land sales, contracts, mortgages and other receivables. During 1986, the total principal and interest collectible from these will approximate $8,500. Land sales contracts receivable at December 31, 1985 will generate cash of $22,000 over the next 10 years. • Revolving credit facilities. Avatar has planned utility construction, land developments and other capital expenditures for 1986 totaling approximately $33,900. These funds will be expended for utility plant construction of $26,300, land development of $6,200, and other capital expenditures of $1,400. Approximately 50% of the capital expenditures for 1986 will be funded by borrowings from external sources. Under the terms of the Indenture for the 8% senior debentures, there are restrictions on indebtedness, in that Avatar may not incur any additional long-term debt which, when added to the outstanding principal amount of the debentures, would result in an amount greater than its net worth at issuance. Indebtedness incurred by Avatar Utilities or Parkway Mortgage is expressly exempted from being included in the calculation of the maximum permissible long-term debt. In addition, under the terms of one of its credit agreements, Avatar and its real estate subsidiaries are precluded, among other things, from incurring additional long-term debt, with certain exceptions. As of December 31, 19 85, Avatar's Board of Directors has authorized the expenditure of up to $1,680 and $5,410 for the purchase of the Company's 8% senior debentures and common stock, respecti!1ely. In January 1986, the Board authorized an additional purchase of up to $5,000, principal amount, of the 8% senior debentures. Management is of the opinion that operating cash flows, available credit lines and anticipated utility borrowings will be sufficient to meet liquidity needs for 1986. See "Supplemental Information on Effects of Changing Prices and Selected Financial Data" for a discussion of the impact of inflation on the business operations of Avatar. I' I I, I I I I 20 21 AVATAR HOLDINGS INC. AND SUBSIDIARIES SUPPLEMENTAL INFORMATION ON EFFECTS OF CHANGING PRICES AND SELECTED FINANCIAL DATA - UNAUDITED Statement of Financial Accounting Standards No. 33, as amended, requires certain companies to present supplemental information dealing with the effects of changes in specific prices (current cost) on their financial statements. Income, as adjusted for general inflation and changes in specific prices, was determined by restating cost of sales and depreciation expense into current costs. All other elements of revenue and expense have not been adjusted, as they are considered to be stated in average 1985 dollars in the primary (historical) financial statements. It is important to note that the methods followed require the use of assumptions, approximations and estimates, and therefore the resulting measurements should be viewed in that context and not as precise indicators of the effects of inflation on Avatar. The objective of the current cost method is to provide an estimate of the effects of changes in specific prices on resources used by Avatar. The specific prices of Avatar 's land and services have risen at a different rate than the general inflation rate as measured by the Consumer Price Index. The current cost method measures inventories and properties at their current cost (rather than their historical cost) at the balance sheet date; cost of sales is based on current cost at the date of sale and depreciation is computed on average current cost for the year. The purchasing power gain on net monetary liabilities results , since during periods of inflation net monetary liabilities will be paid in dollars of diminished purchasing power. Monetary items are either claims to receive sums of money or obligations to pay sums of money in amounts which are fixed or determinable without reference to future prices of specific goods or services. COMPARISON OF SELECTED FINANCIAL DATA ADJUSTED FOR CHANGES IN SPECIFIC PRICES (CURRENT COST) Year Ended December 31, 1985 (Dollars in thousands except per-share data) Re~orted Current Costs Revenues $ 69,419 $ 69,419 10,321 45,035 3,815 9 ,176 13,143 45 ,035 7,734 9,176 68 ,347 75 ,088 1,072 522 (5 ,669) 522 550 $ (6 , 191) Cost of sales Other operating expenses Depreciation Interest expense Total expenses Income from continuing operations before taxes Income tax expense (1) Income (loss) from continuing operations As $ Income (loss) per common share from continu ing operations $ Net assets at end of year (2) $113 ,875 Comparison of the increase in the general price level and specific prices for invento ries and property, plant and equipment: (2) Increase in specific prices Increase in general price level Increase in specific prices over general price level (1) (2) .07 $ (.76) $379 ,155 $ 24,568 20,050 $ 4,518 The FASB rules do not provide for adjusting income tax expense for the increase in current costs. Net assets, as reported , were adjusted to current cost by replacing historical cost of inventory and property, pla nt and equipment with related current cost. At December 31, 1985, the current cost and historical cost of inventory were $182,930 and $104,947, respectively; the current cost and historical cost of property, plant and equipment, net of accumulated depreciation, were $377,176 and $189,879, respectively. FIVE YEAR COMPARISON OF SELECTED FINANCIAL DATA AND SUPPLEMENTARY DATA ADJUSTED FOR EFFECTS OF CHANGES IN SPECIFIC PRICES (Dollars in thousands except per-share data) Revenues: As reported Income (loss) from continuing operations: As reported Current average dollars Income (loss) from continuing operations per common share: As reported Current average dollars Net assets end of year : As reported Current average dollars Current year-end dollars Purchasing power gain (loss) on net monetary liabilities Increase in specific prices over the general price level Quoted market price per common share at year end (current dollars) Average consumer price index Total assets end of year (historical cost) Long term obligations end of year (historical cost) 1985 1984 1983 1982 1981 $ 69 ,419 $ 77,953 $ 67,389 $ 52 ,536 $ 70,641 550 {6,1 91) 2,398 (5,380) (5,605) (11,906) (5,038) (8,950) 1,382 (3,533) .07 {. 76) .27 (.61) (.61) (1.30) (.43) (.97) '14 (.37) 11 3,875 373,088 39 1' 155 102,312 366,502 372,417 105,244 354 ,285 360,003 109,452 386,973 393,218 108,823 341,556 347,068 3,493 3,668 (491) 2,532 3,388 4,518 (5,513) (23,613) 43,808 37,805 18.75 322 .2 16.60 311 .1 13.75 298.4 13.28 289.1 15.12 272.4 340 ,498 322 ,994 344,228 345,320 342,428 87, 613 72 ,181 90,919 94,668 95,666 See "Management Discussion and Analysis of Financial Condition and Results of Operations" for a description of gain on sale of operations included in revenues for 1984. 23 AVATAR HOLDINGS INC. DIRECTORS OFFICERS Leon Levy* Leon Levy Chairman of the Board, Avatar Holdings Inc. , Coral Gables, R ; General Partner, Odyssey Partners, New York , NY Chairman 0f the Board Chairman of the Executive Committee and Chief Executive Officer Peter Sharp* Lawrence Wilkov Chairman of the Executive Committee and Chief Executive Officer, Avatar Holdings Inc., Coral Gables, R; President, Peter Sharp & Co., Inc., New York , NY Geoffrey C. Hazard, Jr. t President and Chief Operating Officer Peter S. Kleinerman Executive Vice President, Treasurer and Chief Financial Officer Professor, Yale law School Hartford , CT; Director, American law Institute, Philadelphia , PA John K. Sladkus J. Edward Houston*t Dennis J. Getman Chairman of the Board, South Florida Savings Bank, Miami, H., Executive Vice President and General Counsel Leon T. Kendallt Vice President, Financial Operations Chairman of the Board, Mortgage Guaranty Insurance Corporation , Milwaukee, WI Martin Myerson Chairman, University of Pennsylvania Foundation and President Emeritus , University of Pennsylvania, Philadelphia , PA William M. Portert Former Vice Chairman of the Board , Context Industries , Inc. , Miami, R Fred Stanton Smith* President, The Keyes Company, Miami , H., Henry King Stanford President Emeritus, University of Miami, Coral Gables, H., Lawrence Wilkov * President and Chief Operating Officer, Avatar Holdings Inc., Coral Gables, H., • Me mbe rs of Executi ve C ommittee tM embers of Audi t Co mmittee 24 Peter Sharp Executive Vice President, land and Utility Operations Barbara J. McGlynn Charles L. McNairy Vice President, Finance Juanita I. Rivera Vice President and Secretary AVATAR HOLDINGS INC. 201 Alhambra Circle, Coral Gables, FL 33134, (305) 442- 7000