UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
For
the Quarterly Period Ended
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission
File No.
(Exact Name of Registrant As Specified In Its Charter)
(State Or Other Jurisdiction Of Incorporation Or Organization) |
(I.R.S. Employer Identification No.) |
(Address of Principal Executive Offices and Zip Code)
Registrant’s Telephone Number, Including Area Code:
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes ☐
Indicate
by check mark whether the registrant has submitted every Interactive Data File required to be submitted and posted pursuant to Rule 405
of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files). Yes ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Emerging
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes
☐
The number of shares outstanding of the registrant’s common stock, as of November 20, 2023 was .
DREAM HOMES & DEVELOPMENT CORPORATION
TABLE OF CONTENTS
| 2 |
DREAM HOMES & DEVELOPMENT CORPORATION
CONSOLIDATED BALANCE SHEETS
| September 30, 2023 | December 31, 2022 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable | ||||||||
| Prepaid fees-property held for development | ||||||||
| Contract assets | ||||||||
| Total current assets | ||||||||
| PROPERTY AND EQUIPMENT, net | ||||||||
| OTHER ASSETS | ||||||||
| Security deposit | ||||||||
| Deposits and costs coincident to acquisition of land for development | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Accrued interest | ||||||||
| Deposits held | ||||||||
| Contract liabilities | ||||||||
| Note payable-line of credit | ||||||||
| Mortgages payable, current portion | ||||||||
| Note payable-bank | ||||||||
| Notes payable -others | ||||||||
| Loans payable-related party | ||||||||
| Total current liabilities | ||||||||
| Long-Term Mortgages payable | ||||||||
| Total liabilities | ||||||||
| STOCKHOLDERS’ EQUITY | ||||||||
| Preferred stock; shares authorized, $ par value, as of September 30, 2023 and December 31, 2022, there are shares outstanding | ||||||||
| Common stock; shares authorized, $ par value, as of September 30, 2023 and December 31, 2022, there are and shares outstanding, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
The accompanying notes are an integral part of these financial statements.
| F-1 |
DREAM HOMES & DEVELOPMENT CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended September 30, 2023 and 2022 (Unaudited)
| September 30, 2023 | September 30, 2022 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Revenue: | ||||||||
| Construction contracts | $ | $ | ||||||
| Sale of property held for development | ||||||||
| Total revenue | ||||||||
| Cost of property held for development | ||||||||
| Cost of construction contracts | ||||||||
| Total cost of contract revenue/property held for development | ||||||||
| Gross profit | ||||||||
| Operating Expenses: | ||||||||
| Selling, general and administrative, including stock based compensation of $ and $, respectively | ||||||||
| Depreciation expense | ||||||||
| Total operating expenses | ||||||||
| Income from operations | ||||||||
| Other income (expenses): | ||||||||
| Forgiveness of PPP loan | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Total other income (expenses) | ( | ) | ||||||
| Net income before income taxes | ||||||||
| Provision for income taxes | ||||||||
| Net income | $ | $ | ||||||
| Basic and diluted income per common share | $ | $ | ||||||
| Weighted average common shares outstanding-basic and diluted | ||||||||
The accompanying notes are an integral part of these financial statement.
| F-2 |
DREAM HOMES & DEVELOPMENT CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
Nine Months Ended September 30, 2023 and 2022 (Unaudited)
| September 30, 2023 | September 30, 2022 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Revenue: | ||||||||
| Construction contracts | $ | $ | ||||||
| Sale of property held for development | ||||||||
| Total revenue | ||||||||
| Cost of property held for development | ||||||||
| Cost of construction contracts | ||||||||
| Total cost of contract revenue/property held for development | ||||||||
| Gross profit | ||||||||
| Operating Expenses: | ||||||||
| Selling, general and administrative, including stock based compensation of $ and $, respectively | ||||||||
| Depreciation expense | ||||||||
| Total operating expenses | ||||||||
| Income from operations | ||||||||
| Other income (expenses): | ||||||||
| Forgiveness of PPP loan | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Total other income (expenses) | ( | ) | ( | ) | ||||
| Net income (loss) before income taxes | ||||||||
| Provision for income taxes | ||||||||
| Net income (loss) | $ | $ | ||||||
| Basic and diluted income (loss) per common share | $ | $ | ||||||
| Weighted average common shares outstanding-basic and diluted | ||||||||
The accompanying notes are an integral part of these financial statements.
| F-3 |
DREAM HOMES & DEVELOPMENT CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
For nine months ended September 30, 2023 and 2022
(Unaudited)
| Common stock issued and to be issued | Additional Paid in | Accumulated | ||||||||||||||||||
| Shares | Amount | Capital | Deficit | Total | ||||||||||||||||
| For the nine months ended September 30, 2022: | ||||||||||||||||||||
| Balance at December 31, 2021 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Net income for the three months March 31, 2022 | - | |||||||||||||||||||
| Balance at March 31, 2022 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Net income for the three months ended June 30, 2022 | ||||||||||||||||||||
| Balance at June 30, 2022 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Net income for the three months months ended September 30, 2022 | ||||||||||||||||||||
| Balance at September 30, 2022 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| For the nine months ended September 30, 2023: | ||||||||||||||||||||
| Balance at December 31, 2022 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Net income for the three months ended March 31, 2023 | - | |||||||||||||||||||
| Balance at March 31, 2023 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Issuance of restricted common shares | ||||||||||||||||||||
| Net loss for the three months ended June 30, 2023 | ( | ) | ( | ) | ||||||||||||||||
| Balance at June 30, 2023 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Net income for the three months months ended September 30, 2023 | ||||||||||||||||||||
| Balance at September 30, 2023 | $ | $ | $ | ( | ) | $ | ||||||||||||||
The accompanying notes are an integral part of these financial statements.
| F-4 |
DREAM HOMES & DEVELOPMENT CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the nine months ended September 30, 2023 and 2022
(Unaudited)
| September 30, 2023 | September 30, 2022 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| OPERATING ACTIVITIES | ||||||||
| Net income (loss) | $ | $ | ||||||
| Adjustments to reconcile net loss to net cash provided (used) in operating activities: | ||||||||
| Depreciation expense | ||||||||
| Stock-based compensation | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Employee advances | ||||||||
| Prepaid fees-property held for development | ( | ) | ||||||
| Contract assets | ( | ) | ||||||
| Accounts payable and accrued liabilities | ||||||||
| Accrued interest | ||||||||
| Contract liabilities | ( | ) | ( | ) | ||||
| Net cash (used) provided in operating activities | ||||||||
| INVESTING ACTIVITIES | ||||||||
| Purchase of vehicle | ( | ) | ||||||
| Deposits and costs coincident to acquisition of land for development | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| FINANCING ACTIVITIES | ||||||||
| Proceeds (payments) from notes payable-line of credit | ( | ) | ||||||
| Proceeds-payments, net, on acquisition of property held for development | ( | ) | ||||||
| Proceeds from loans payable-other | ||||||||
| Proceeds from note payable-bank | ||||||||
| Payments on bank notes | ( | ) | ||||||
| Loan forgiveness | ( | ) | ||||||
| Proceeds from loans-related party | ||||||||
| Net cash provided in financing activities | ( | ) | ||||||
| NET INCREASE (DECREASE) IN CASH | ( | ) | ||||||
| CASH BALANCE, BEGINNING OF PERIOD | ||||||||
| CASH BALANCE, END OF PERIOD | $ | $ | ||||||
| Supplemental Disclosures of Cash Flow Information: | ||||||||
| Interest paid | $ | $ | ||||||
| Income taxes paid | $ | $ | ||||||
| Non-Cash Investing and Financing Activities: | ||||||||
| Issuance of restricted common stock for compensation | $ | $ | ||||||
The accompanying notes are an integral part of these financial statements.
| F-5 |
DREAM HOMES & DEVELOPMENT CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the nine months ended September 30, 2023 and 2022
(Unaudited)
Note 1 - Significant Accounting Policies
Nature of Operations
Dream Homes & Development Corporation is a regional builder and developer of new single-family homes and subdivisions, as well as a market leader in coastal construction, elevation and mitigation. In the twelve years that have passed since Superstorm Sandy flooded 40,000 owner-occupied homes, Dream Homes has helped hundreds of homeowners to rebuild or raise their homes to comply with new FEMA requirements.
In addition to the coastal construction market, Dream Homes will continue to pursue opportunities in new single and multi-family home construction, with 4 new developments totaling 267 units in title, or under contract and in development. Dream Homes’ operations will include the development and sale of a variety of residential communities, including construction of semi-custom homes, entry-level and first time move-up single-family and multi-family homes.
A new trend in the real estate market which has experienced significant growth in the last year is the emerging Build To Lease trend. This focus and concentration on building both single and multi-family developments with the intention to lease them immediately upon completion is being made in response to several factors. One factor is the extreme shortage of rental properties on the market, not only for first time homemakers, but for retirees, and young professionals who are unclear as to the intentions of settling in one location. The second factor is the overall lender and funding source preference to lend to Build To Lease developments, as opposed to more traditional Build To Sell developments due to the perception of Build To Lease as a safer investment over the long term. Finally, the extraordinary amount of interest from non-traditional sources such as pension and hedge funds, insurance companies and venture capital firms to purchase completed new For Lease developments at attractive metrics based on capitalization rates has spurred a large growth in this market segment.
The Company has made the decision to change focus in their new home developments to better accommodate this growing trend. Currently all new multi-family developments located in Ocean County, which represent a total count of 155 units, will be changed from Build For Sale to Build for Lease. The Company now intends to hold these properties upon completion and lease-up for an indeterminate period of time, and realize the rental income from ownership. This strategy will become a very significant revenue stream for the Company and will become a third division of the Company, behind custom new homes and renovation/elevation projects.
History
Dream
Homes & Development Corporation was originally incorporated as The Virtual Learning Company, Inc. (“Virtual Learning”)
on January 6, 2009 as a Nevada corporation with
On March 14, 2017, Virtual Learning changed its name to Dream Homes & Development Corporation (“DHDC”). DHDC maintains a web site at www.dreamhomesltd.com as well as a blog, located at http://blog.dreamhomesltd.com.
Principles of Consolidation
The consolidated financial statements include the accounts of DHDC and its wholly owned subsidiaries (collectively, the “Company”). All intercompany balances and transactions have been eliminated in consolidation.
| F-6 |
Property and Equipment
Property and equipment is stated at cost less accumulated depreciation. Depreciation is provided using the straight-line method over an estimated useful life of five years. Repairs and maintenance costs are expensed as incurred, and renewals and betterments are capitalized.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported and disclosed in the financial statements and the accompanying notes. Actual results could differ materially from these estimates.
Fair Value of Financial Instruments
Fair value is defined as the price that we would receive to sell an asset or pay to transfer a liability (an exit price) in an orderly transaction between market participants on the measurement date. In determining fair value, GAAP establishes a three-level hierarchy used in measuring fair value, as follows:
● Level 1 inputs are quoted prices available for identical assets and liabilities in active markets.
● Level 2 inputs are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets and liabilities in active markets or other inputs that are observable or can be corroborated by observable market data.
● Level 3 inputs are less observable and reflect our own assumptions.
Our financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses and loans payable to related parties. The carrying amount of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, and loans payable to related parties approximates fair value because of their short maturities.
Construction Contracts
Revenue recognition:
The Company recognizes construction contract revenue using the percentage-of-completion method, based primarily on contract cost incurred to date compared to total estimated contract cost. Cost of revenue includes an allocation of depreciation, amortization and general overhead cost. Changes to total estimated contract cost or losses, if any, are recognized in the period in which they are determined.
The Company generally provides limited warranties for work performed under its construction contracts with periods typically extending for a limited duration following substantial completion of the Company’s work on a project.
The Company classifies construction-related receivables and payables that may be settled in periods exceeding one year from the balance sheet date, if any, as current assets and liabilities consistent with the length of time of its project operating cycle. For example:
| ● | Costs and estimated earnings in excess of billings represent the excess of contract costs and profits (or contract revenue) over the amount of contract billings to date and are classified as a current asset. | |
| ● | Billings in excess of costs and estimated earnings represent the excess of contract billings to date over the amount of contract costs and profits (or contract revenue) recognized to date and are classified as a current liability. |
| F-7 |
Costs and estimated earnings in excess of billings result when either: 1) costs are incurred related to certain claims and unapproved change orders, or 2) the appropriate contract revenue amount has been recognized in accordance with the percentage-of-completion accounting method, but a portion of the revenue recorded cannot be billed currently due to the billing terms defined in the contract. Claims occur when there is a dispute regarding both a change in the scope of work and the price associated with that change. Unapproved change orders occur when there is a dispute regarding only the price associated with a change in scope of work. For both claims and unapproved change orders, the Company recognizes revenue, but not profit, when it is determined that recovery of incurred cost is probable and the amounts can be reliably estimated.
Change in Estimates:
The Company’s estimates of contract revenue and cost are highly detailed and many factors change during a contract performance period that result in a change to contract profitability. These factors include, but are not limited to, differing site conditions: availability of skilled contract labor: performance of major material suppliers and subcontractors: on-going subcontractor negotiations and buyout provisions: unusual weather conditions: changes in the timing of scheduled work: change orders: accuracy of the original bid estimate: changes in estimated labor productivity and costs based on experience to date: achievement of incentive-based income targets: and the expected, or actual, resolution terms for claims. The factors that cause changes in estimates vary depending on the maturation of the project within its lifecycle. For example, in the ramp-up phase, these factors typically consist of revisions in anticipated project costs and during the peak and close-out phases, these factors include the impact of change orders and claims as well as additional revisions in remaining anticipated project costs. Generally, if the contract is at an early stage of completion, the current period impact is smaller than if the same change in estimate is made to the contract at a later stage of completion. Management focuses on evaluating the performance of contracts individually and uses the cumulative catch-up method to account for revisions in estimates. Material changes in estimates are disclosed in the notes to the consolidated financial statements.
Income Taxes
The Company accounts for income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax reporting purposes. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the provision for income tax in the statements of operations. The Company evaluates the probability of realizing the future benefits of its deferred tax assets and provides a valuation allowance when realization of the assets is not reasonably assured.
The Company recognizes in its financial statements the impact of tax positions that meet a “more likely than not” threshold, based on the technical merits of the position. The tax benefits recognized from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement.
Basic net income (basic net loss) per common share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding during the period.
| F-8 |
Diluted net income (loss) per common share is computed using the weighted average number of common shares outstanding and potentially dilutive securities outstanding during the period.
Recent Accounting Pronouncements
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Accounting Standards Codification “ASC” Topic 606). The purpose of this ASU is to converge revenue recognition requirements per GAAP and International Financial Reporting Standards (“IFRS”). The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The amendments in this ASU were originally effective for interim and annual reporting periods beginning after December 15, 2016, with early adoption not permitted by the FASB; however, in August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date after public comment respondents supported a proposal to delay the effective date of this ASU to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. We adopted this ASU on January 1, 2018 and adoption of this ASU did not have a material impact on our financial position, results of operations and cash flows.
In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)” and subsequent amendments to the initial guidance: ASU 2017-13, ASU 2018-10, ASU 2018-11, ASU 2018-20 and ASU 2019-01 (collectively, “Topic 842”), which provides guidance for accounting for leases. Topic 842 requires lessees to classify leases as either finance or operating leases and to record a right-of-use asset and a lease liability for all leases with a term greater than 12 months regardless of the lease classification. The lease classification will determine whether the lease expense is recognized based on an effective interest rate method or on a straight line basis over the term of the lease. We adopted this ASU 641 on January 1, 2019 and adoption of this ASU did not have a material impact on our financial position, results of operations and cash flows.
Certain other accounting pronouncements have been issued by the FASB and other standard setting organizations which are not yet effective and therefore have not yet been adopted by the Company. The impact on the Company’s financial position and results of operations from adoption of these standards is not expected to be material.
2 - Property and Equipment
Property and equipment is summarized as follows:
| September 30, 2023 | December 31, 2022 | |||||||
| Office equipment | $ | $ | ||||||
| Vehicles | ||||||||
| Less: Accumulated depreciation | ( | ) | ( | ) | ||||
| Property and Equipment- net | $ | $ | ||||||
Depreciation
expense for the nine months ended September 30, 2023 and 2022 was $
| F-9 |
3- Deposits and Costs Coincident to Acquisition of Land for Development
Deposits and costs coincident to acquisition of land for development are summarized as follows:
| September 30, 2023 | December
31, | |||||||
| Lacey Township, New Jersey, Pines property: | ||||||||
| Cost to acquire property | ||||||||
| Site engineering, permits, and other costs | ||||||||
| Total Pines property | ||||||||
| Other deposits: | ||||||||
| Louis Avenue, Bayville, New Jersey-17 units | ||||||||
| Berkeley Terrace – Bayville, New Jersey 70 units | ||||||||
| Autumn Run – Clayton – New Jersey – 62 units | ||||||||
| Other | ||||||||
| Total other deposits | ||||||||
| Total | $ | $ | ||||||
Properties Currently Owned and in Development
Berkeley Terrace – Bayville, NJ – 70 approved townhome units
The
Company is in title to this property and finalized an infrastructure and construction finance facility which closed on 3/31/23. This
facility included refinancing the land debt, and securing funding for a large portion of the site construction, as well as funding the
first building of
The Company began infrastructure work on the property in June of 2023, with land clearing completed and the site stabilized for soils erosion control. Sanitary sewer, water and drainage has been installed in Phase 1 and the majority of Phase 2.
The first 5 building pads have been compacted and completed.
Base paving has been completed and 74% of the entire site has been improved.
The vertical construction of Building 7 will begin in December of 2023.
The Company has entered into an agreement with Ryan Homes to deliver improved building sites for a portion of this project. It is in the Company’s opinion that the financial advantages inherent in the sale of a portion of the improved lots in this development outweigh the advantages of building and selling or leasing the entire development.
Lacey Pines - Lacey Township, New Jersey – 68 approved townhome units
Dream
Homes currently owns a parcel approved for
The Company acquired this property on June 29, 2021 and is currently in title.
Preliminary approval was granted in 2021 and Final approval was granted in fall of 2022.
The Company has secured permanent funding to install infrastructure and vertical construction for this project and has retired the previous lender.
Site bonds, escrows and fees are scheduled to be posted in the near future, with clearing scheduled to occur in the 4th quarter of 2023.
| F-10 |
Louis Avenue – Bayville, NJ – 17 townhome units
The Company was heard before the Berkeley Township Planning Board on October 3, 2020 and the planning board awarded preliminary approvals for 17 townhome units.
The Company acquired this property on August 4, 2021.
The Company received Final approvals on August 8, 2021.
Autumn Run – Gloucester County
On December 7, 2018, the Company signed a contract to purchase a property in Gloucester County, NJ, which has been approved for 62 units of age-restricted manufactured housing. The property is currently in the final approval stage. An application was made to the DEP for a wetlands letter of interpretation, which was approved as proposed. Further action before the planning board is pending due to delays caused by township closures due to Covid-19. The Company had a virtual workshop meeting on September 15, 2020 and an additional virtual meeting was conducted on November 17, 2020.
The application for a use variance was heard on May 24, 2021 and the variance was approved.
The Company applied for preliminary and final site plan approval and was heard at the April 2023 planning board meeting. Preliminary approval was granted, and the Company is in the process of preparing to submit for finals in the 4th quarter of 2023.
The Company took title to this property in early September of 2023. It is the Company’s intention to develop this property, sell the individual manufactured homes and continue to own operate the development as a land lease rental property.
These new developments which the Company owns represent a significant value in new construction. This work will occur over the next 3-4 years and is in addition to the custom spot lot & elevation/renovation division of the business. Management is very positive about these new developments, as well as the cutting-edge construction technologies being employed to create healthier, safer, more energy efficient homes.
Mortgages on Properties Held for Development:
| September 30, 2023 | December 31, 2022 | |||||||
| Edisto Loan Fund, LLC | $ | $ | ||||||
| Lynx Asset Services, LLC | ||||||||
| Karbar,LLC | ||||||||
| Briney Ave LLC | ||||||||
| Anchor Loans, LP | ||||||||
| AC Development, LLC | ||||||||
| AVB Development | ||||||||
| Total mortgages payable | ||||||||
| Less current portion | ( | ) | ||||||
| Long-term portion | $ | $ | ||||||
4-Notes Payable-Others/Loans Payable to Related Parties
Loans payable to related parties is summarized as follows:
| September 30, 2023 | December 31, 2022 | |||||||
| Loan payable-Rich Pezzullo | $ | $ | ||||||
| Loan payable-MV Development | ||||||||
| Loans payable to GPIL | ||||||||
| Total | $ | $ | ||||||
Advances
from the loans bear interest at a rate of
Notes payable - others is summarized as follows:
| September 30, 2023 | December 31, 2022 | |||||||
| Note payable-Chipman Trust | $ | $ | ||||||
| Note payable-MV Development LLC | ||||||||
| Note payable-Channel Partners | ||||||||
| Total | $ | $ | ||||||
The
above notes bear interest ranging from
| F-11 |
5 - Common Stock Issuances
On October 22, 2021, the Company issued restricted shares for compensation valued at $ .
On October 28, 2021, the Company issued restricted shares for compensation valued at $ .
On April 24, 2023, the Company issued restricted common shares for compensation valued at $ .
6 – Income Taxes
As
a result of the Tax Cuts and Jobs Act (Tax Legislation) enacted on December 22, 2017, the United States corporate income tax rate is
As of September 30, 2023 the Company has available for federal and state income tax purposes a net operating loss carry forward that may be used to offset future taxable income.
7- Commitments and Contingencies
Construction Contracts
As
of September 30, 2023, the Company was committed under
Employment Agreements
The Company currently has no outstanding employment agreements.
Lease Agreements
The
Company has occupied office space located in Forked River, New Jersey. Commencing April 2017, the Company originally paid monthly rent
of $
| F-12 |
Line of Credit
On
September 15, 2016, DHDC established a $
8. Related Party Transactions
Dream Homes Ltd. Allocated payroll
The
Company uses the services of Dream Homes Ltd. (DHL) personnel for its operations. For the nine months ended September 30, 2023 and 2022,
the Company’s estimated share of DHL’s gross payroll and payroll taxes include $
9 - Stock Warrants
The Company has no outstanding warrants.
10 – Subsequent Events
The Company has evaluated subsequent events through the date the financial statements are scheduled to be filed and have the following notes and comments.
Lacey Pines – 68 townhouse units
Site performance bonds, escrow and inspection fees have been posted and accepted by the township.
The property has been staked for clearing limits and tree clearing and soil stabilization is scheduled to begin on or about November 27, 2023.
The Company is in discussions to enter into an agreement with a national builder to sell improved building pads. Such an agreement, should it be finalized, would cause the company substantial additional income, including construction management and general/administrative fees, as well as net earnings from the development of improved building sites.
Berkeley Terrace – 70 Units
The Company has substantially completed site improvements at Berkeley Terrace and has entered into an agreement with a national builder to sell improved building pads for a portion of the site.
This agreement will create substantial additional income for the Company, including construction management and general/administrative fees, as well as net earnings from the development of improved building sites.
The Company has no other subsequent events that required disclosure.
| F-13 |
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
This Quarterly Report on Form 10-Q and other written reports and oral statements made from time to time by the Company may contain so-called “forward-looking statements,” all of which are subject to risks and uncertainties. One can identify these forward-looking statements by their use of words such as “expect,” “plan,” “will,” “may,” “anticipate,” “believe,” “estimate,” “should,” “intend,” “forecast,” “project” the negative or plural of these words, and other comparable terminology. One can identify them by the fact that they do not relate strictly to historical or current facts. statements are likely to address the Company’s growth strategy, financial results and product and development programs. One must carefully consider any such statement and should understand that many factors could cause actual results to differ from the Company’s forward-looking statements. These factors include inaccurate assumptions and a broad variety of other risks and uncertainties, including some that are known and some that are not. No forward-looking statement can be guaranteed and actual future results may vary materially. The Company does not assume the obligation to update any forward-looking statement. One should carefully evaluate such statements in light of factors described in the Company’s filings with the SEC, especially the Company’s Annual Report on Form 10-K and the Company’s Quarterly Reports on Form 10-Q. In various filings the Company has identified important factors that could cause actual results to differ from expected or historic results. One should understand that it is not possible to predict or identify all such factors. Consequently, the reader should not consider any such list to be a complete list of all potential risks or uncertainties.
Use of Terms
The following discussion analyzes our financial condition and results of operations for the three months ended September 30, 2023 and 2022. Unless the context indicates or suggests otherwise, reference to “we”, “our”, “us” and the “Company” in this section refers to the operations of Dream Homes & Development Corporation (DHDC),
PLAN OF OPERATION
Overview
Building on a history of over 2,000 new homes built and over 400 elevation/renovation/addition projects since 1993, the management of Dream Homes & Development Corporation has positioned the company to emerge as a rapidly growing regional developer of new single-family subdivisions as well as a leader in coastal new home and modular construction, elevation and mitigation. Since Superstorm Sandy flooded 40,000 owner-occupied homes, Dream Homes has helped hundreds of homeowners to build new homes or raise their homes to comply with new FEMA requirements. While other companies involved with coastal construction in Flood Hazard Areas, Dream Homes has excelled. As many of our competitors have failed, Dream Homes has developed a reputation as the region’s most trusted builder and has even become known as the “rescue builder” for homeowners whose projects have been abandoned by others. Due to the damage caused by the storm, as well as the material changes in the FEMA flood maps which now require over 40,000 homeowners along the New Jersey coastline to elevate their homes, Dream Homes has capitalized on this opportunity for continued revenue growth.
A new trend in the real estate market which has experienced significant growth in the last year is the emerging Build To Lease trend. This focus and concentration on building both single and multi-family developments with the intention to lease them immediately upon completion is being made in response to several factors. One factor is the extreme shortage of rental properties on the market, not only for first time homemakers, but for retirees, and young professionals who are unclear as to the intentions of settling in one location. The second factor is the overall lender and funding source preference to lend to Build To Lease developments, as opposed to more traditional Build To Sell developments due to the perception of Build To Lease as a safer investment over the long term. Finally, the extraordinary amount of interest from non-traditional sources such as pension and hedge funds, insurance companies and venture capital firms to purchase completed new For Lease developments at attractive metrics based on capitalization rates has spurred a large growth in this market segment.
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The Company has made the decision to change focus in their new home developments to better accommodate this growing trend. Currently all new multi-family developments located in Ocean County, which represent a total count of 155 units, will be changed from Build For Sale to Build for Lease. The Company intends to hold these properties upon completion and lease-up for an indeterminate period of time, and realize the rental income from ownership. This strategy will become a very significant revenue stream for the Company and will become a third division of the Company, behind custom new homes and renovation/elevation projects.
Management recognized that the effects of Super Storm Sandy, which occurred on 10/29/12, would continue to cause a steady demand for construction services. Due to the damage caused by the storm, as well as the material changes in the FEMA flood maps which now require over 40,000 homeowners along the New Jersey coastline to elevate their homes, management feels that a continued focus on this portion of the market will continue to provide a stable revenue stream for the company.
Dream Homes and Development Corporation, through its subsidiaries and affiliate companies, continues to pursue opportunities in the real estate field, specifically in new home construction, home elevations and renovations.
In addition to the above projects, which are in process, the Company has also estimated an additional $6,500,000 worth of residential construction projects and added over 200 active prospects to its data base. All these prospects are prime candidates for educational videos and short books on specific construction and rebuilding topics, as well as candidates for rebuilding projects.
In addition to the projects which the Company currently has under contract for elevation, renovation, new construction and development, there are a number of parcels of land which the Company has the ability to secure, whether through land contract or other types of options. These parcels represent additional opportunities for development and construction potential.
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Dream Homes has experienced solid growth in both the new home and elevation divisions, as well as strong additions to our personnel infrastructure, which are just now beginning to bear fruit.
The Company was awarded the Ocean County Best of the Best Awards repeatedly in several categories (Best Custom Modular Builder and Best Home Improvement Contractor), and this recognition has created continued and significant new awareness and interest from the public. This has led to more traffic, completed estimates and signed contracts. Referrals about Dream Homes are also being generated from many industry professionals, such as architects, engineers and attorneys, who’ve either had clients with abandoned projects or simply want to retain Dream due to superior performance and reliability.
The phrase ‘The Region’s Most Trusted Builder’ accurately describes the company and is becoming increasingly well known to homeowners in need of new homes, elevation & renovation work. The management team has never failed to complete a project in over 30 years in the industry.
The Company’s business model over the last year has been focused on increasing the new home and new development portion of our business, until it represents 50% - 70% of our entire revenue stream, from the current level of 20%. New home development has a much greater scalability and growth potential than elevation/renovation work. Though the Company has enjoyed steady growth in the renovation/elevation portion of the company the new homes division continues to represent a greater percentage of total revenue.
Management hopes for steady growth in all segments of the company, since the rebuilding process will occur over the next 15-20 years. The combined total number of homes affected by Storm Sandy that will need to be raised or demolished and rebuilt is in excess of 30,000 homes, of which less than 10,000 have been rebuilt. This remaining combined market for new construction and elevation projects in the Company’s market area is estimated to be in the range of $3.4 billion dollars. The company anticipates being able to efficiently address 5% - 10% of this market. Dream Homes’ potential operations include the development and sale of a variety of residential communities, including construction of semi-custom homes, entry-level and first time move-up single-family and multi-family homes.
Due to the opportunities afforded by the market conditions, Dream Homes and Development Corporation will continue to pursue opportunities in the construction and real estate field, specifically in new home construction, home elevations and renovations.
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RESULTS OF OPERATIONS – DREAM HOMES & DEVELOPMENT CORPORATION
The summary below should be referenced in connection with a review of the following discussion of our results of operations for the nine months ended September 30, 2023 and 2022.
STATEMENTS OF OPERATIONS
For the nine months ended September 30, 2023 and 2022
(Unaudited)
| Revenue: | 2023 | 2022 | ||||||
| Construction contracts | $ | 3,455,206 | $ | 3,069,681 | ||||
| Sale of property held for development | - | 3,200,000 | ||||||
| Total revenue | 3,455,206 | 6,269,681 | ||||||
| Cost of property held for development | - | 2,021,700 | ||||||
| Cost of construction contracts | 2,071,214 | 2,455,787 | ||||||
| Total cost of contract revenue/property held for development | 2,071,214 | 4,477,487 | ||||||
| Gross profit | 1,383,992 | 1,792,194 | ||||||
| Operating Expenses: | ||||||||
| Selling, general and administrative, including stock based compensation of $91,800 and $0, respectively | 692,974 | 767,659 | ||||||
| Depreciation expense | 4,725 | 3,648 | ||||||
| Total operating expenses | 697,699 | 771,307 | ||||||
| Income (loss) from operations | 686,293 | 1,020,887 | ||||||
| Other income (expenses): | ||||||||
| Forgiveness of PPP loan | - | 51,356 | ||||||
| Interest expense | (101,167 | ) | (86,012 | ) | ||||
| Total other income (expenses) | (101,167 | ) | (34,656 | ) | ||||
| Net income (loss) before income taxes | 585,126 | 986,231 | ||||||
| Provision for income taxes | - | |||||||
| Net income (loss) | $ | 585,126 | $ | 986,231 |
Revenues
For the nine months ended September 30, 2023 and 2022, revenues were $3,455,206 and $6,269,681 respectively.
The decrease in revenue was due to a substantial portion of the gross revenue in Q3 2023 being derived from the sale of property held for development. There was no equivalent sale of property in the 3rd quarter of 2023.
Cost of Sales
For the nine months ended September 30, 2023 and 2022, cost of construction contracts were $2,071,214 and $4,477,487, respectively. The decrease is due to the sale of property held for development, and it’s associated cost in 2022.
Operating Expenses
Operating expenses decreased $73,608 from $771,307 in 2022 to $697,699 in 2023.
Liquidity and Capital Resources
As of September 30, 2023 and December 31, 2022, our cash balance was $56,075 and $525,389, respectively, total assets were $10,549,319 and $7,182,456, respectively, and total current liabilities amounted to $9,233,549 and $6,543,612, respectively, including loans payable to related parties of $435,410 and $254,895, respectively. As of September 30, 2023 and December 31, 2022, the total stockholders’ equity was $1,315,770 and $638,844, respectively. We may seek additional capital to fund potential costs associated with expansion and/or acquisitions.
Inflation
The impact of inflation on the costs of our company, and the ability to pass on cost increases to clients over time may be limited and is always dependent upon market conditions. At times, inflationary pressures have had a significant impact on our operations, and we anticipate that inflationary factors may have an impact on future operations.
We do not maintain off-balance sheet arrangements, nor do we participate in non-exchange traded contracts requiring fair value accounting treatment.
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OFF-BALANCE SHEET ARRANGEMENTS
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Not applicable.
Item 4. Controls and Procedures.
Disclosure Controls and Procedures
The Company has adopted and maintains disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in the reports filed under the Exchange Act, such as this Form 10-Q, is collected, recorded, processed, summarized and reported within the time periods specified in the rules of the Securities and Exchange Commission. The Company’s disclosure controls and procedures are also designed to ensure that such information is accumulated and communicated to management to allow timely decisions regarding required disclosure. As required under Exchange Act Rule 13a-15, the Company’s management, including the Principal Executive Officer and Principal Financial Officer, has conducted an evaluation of the effectiveness of disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, the Company’s President concluded that the Company’s disclosure controls and procedures are not effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s President, as appropriate, to allow timely decisions regarding required disclosure.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
The Company recently had two non-binding arbitration awards assessed against its subsidiary, Shore Custom Homes Corp. Though the Company considers these lawsuits to be frivolous and without merit, it has chosen to disclose their existence in the interest of full transparency. In demonstration of its opposition to these awards, the Company has filed for trial de novo in both cases and intends to vigorously defend its position in court.
In addition to the above referenced awards, the Company is involved in several other minor lawsuits in which it also expects to prevail, The Company considers the substance of these claims to be of no merit.
The Company is vigorously defending all lawsuits and fully expects to prevail in court.
In the opinion of the Company and of its professional advisors, none of the lawsuits which the Company is currently involved in have any substantive validity or potential for material consequence to the Company.
All other normal operations of the Company and its subsidiaries are continuing with no negative effect from these lawsuits.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults upon Senior Securities.
None.
Item 4. Mine Safety Disclosure
Not Applicable.
Item 5. Other Information.
None.
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Item 6. Exhibits.
The following exhibits are included with this filing:
3.1* Articles of Incorporation (Form S-1 Registration No. 333-174674 filed June 2, 2011).
3.2* By-laws (Form S-1 Registration No. 333-174674 filed June 2, 2011).
4.1* Specimen Stock Certificate (Form S-1 Registration No. 333-174674 filed June 2, 2011).
31 Sarbanes-Oxley Section 302 certification by Vincent Simonelli
32 Sarbanes-Oxley Section 906 certification by Vincent Simonelli
* Previously filed and Incorporated by reference.
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SIGNATURES
Pursuant to the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on behalf by the undersigned; duly authorized.
| Date: | Dream Homes & Development Corporation | |
| November 20, 2023 | ||
| By: | /s/ Vincent Simonelli | |
| Vincent Simonelli | ||
| Chief Executive Officer and Chief Financial Officer | ||
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