DREM 10-Q
Dream Homes & Development Corp. (DREM)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
For
the Quarterly Period Ended
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.
Large
Accelerated Filer ☐ Accelerated Filer ☐
Emerging
Growth Company
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 22, 2021 was
DREAM HOMES & DEVELOPMENT CORPORATION
TABLE OF CONTENTS
| 2 |
DREAM HOMES & DEVELOPMENT CORPORATION
CONSOLIDATED BALANCE SHEETS
| September 30, 2021 | December 31, 2020 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable, net of allowance for doubtful accounts ($ | ||||||||
| Loan receivable, related party | ||||||||
| Employee advances | ||||||||
| Mortgage receivable | - | |||||||
| Contract assets | ||||||||
| Total current assets | ||||||||
| PROPERTY AND EQUIPMENT, net | ||||||||
| OTHER ASSETS | ||||||||
| Accounts receivable, net of allowance for doubtful accounts ($ | ||||||||
| 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 | ||||||||
| SBA-PPP Loan | - | |||||||
| Mortgages payable, current portion | - | |||||||
| Note payable-bank | ||||||||
| Loans payable-other | - | |||||||
| 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, 2021 and December 31, 2020, there are shares outstanding | - | - | ||||||
| Common stock; shares authorized, $ par value, as of September 30, 2021 and December 31, 2020, 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, 2021 and 2020 (Unaudited)
September 30, 2021 | September 30, 2020 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Revenue: | ||||||||
| Construction contracts | $ | $ | ||||||
| Cost of construction contracts | ||||||||
| Gross profit | ||||||||
| Operating Expenses: | ||||||||
| Selling, general and administrative, including stock based compensation of $ and $, respectively | ||||||||
| Depreciation expense | ||||||||
| Total operating expenses | ||||||||
| Income (loss) from operations | ( | ) | ||||||
| Other income (expenses): | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Total other income (expenses) | ( | ) | ( | ) | ||||
| Net income (loss) 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, 2021 and 2020 (Unaudited)
September 30, 2021 | September 30, 2020 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Revenue: | ||||||||
| Construction contracts | $ | $ | ||||||
| Cost of construction contracts | ||||||||
| Gross profit | ||||||||
| Operating Expenses: | ||||||||
| Selling, general and administrative, including stock based compensation of $ and $, respectively | ||||||||
| Depreciation expense | ||||||||
| Total operating expenses | ||||||||
| Income (loss) from operations | ( | ) | ||||||
| Other income (expenses): | ||||||||
| 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 statement.
| F-3 |
DREAM HOMES & DEVELOPMENT CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
For nine six months ended September 30, 2021 and 2020
(Unaudited)
| Common stock issued and to be issued | Additional Paid in | Accumulated | ||||||||||||||||||
| Shares | Amount | Capital | Deficit | Total | ||||||||||||||||
| For the nine months ended September 30, 2020: | ||||||||||||||||||||
| Balance at December 31, 2019 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Issuance of restricted common shares for stock-based compensation at $ per share | ||||||||||||||||||||
| Net loss for the three months March 31, 2020 | - | - | - | ( | ) | ( | ) | |||||||||||||
| Balance at March 31, 2020 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Net income for the three months ended June 30, 2020 | ||||||||||||||||||||
| Balance at June 30, 2020 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Issuance of restricted common stock at $- per share |
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| Net income for the three months months ended September 30, 2020 | ||||||||||||||||||||
| Balance at September 30, 2020 | $ | $ | $ | ( | ) | $ |
| For the nine months ended September 30, 2021: | ||||||||||||||||||||
| Balance at December 31, 2020 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Issuance of restricted common shares for stock-based compensation at $ per share | ||||||||||||||||||||
| Net loss for the three months ended March 31, 2021 | - | - | - | ( | ) | ( | ) | |||||||||||||
| Balance at March 31, 2021 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Net income for the three months ended June 30, 2021 | ||||||||||||||||||||
| Balance at June 30, 2021 | $ | $ | $ | ( | ) | $ |
| Issuance of restricted common stock at $ per share | ||||||||||||||||||||
| Net loss for the three months months ended September 30, 2021 | ( | ) | ( | ) | ||||||||||||||||
| Balance at September 30, 2021 | $ | $ | $ | ( | ) | $ |
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, 2021 and 2020
(Unaudited)
| September 30, 2021 | September 30, 2020 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| OPERATING ACTIVITIES | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash provided (used) in operating activities: | ||||||||
| Depreciation expense | ||||||||
| Sale of property held for development | - | |||||||
| Write-off on deposits and acquisition of land | - | |||||||
| Stock-based compensation | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Mortgage receivable | ( | ) | - | |||||
| Loan receivable, related party | ( | ) | ||||||
| Contract assets | ( | ) | ( | ) | ||||
| Accounts payable and accrued liabilities | ( | ) | ||||||
| Accrued interest | ||||||||
| Contract liabilities | ( | ) | ||||||
| Income taxes payable | - | |||||||
| Net cash provided in operating activities | ( | ) | ||||||
| INVESTING ACTIVITIES | ||||||||
| Deposits and costs coincident to acquisition of land for development | ( | ) | ( | ) | ||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| FINANCING ACTIVITIES | ||||||||
| Proceeds from notes payable-line of credit | ||||||||
| Proceeds from loans payable-other | - | |||||||
| Proceeds from SBA-PPP loan (forgiveness) | ( | ) | ||||||
| Proceeds from note payable-bank | - | |||||||
| Proceeds from loans-related party | - | |||||||
| Net cash used in financing activities | ||||||||
| NET INCREASE 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 | $ | $ | ||||||
| Issuance of restricted common stock for compensation | $ | $ | ||||||
| Mortgages payable for acquisition of property held for development | $ | $ | ||||||
| Issuance of | $ | $ | ||||||
| Issuance of shares of common stock for debt reduction | $ | $ | ||||||
| Issuance of restricted common shares 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, 2021 and 2020
(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 nine years that have passed since Superstorm Sandy flooded 30,000 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 5 new developments totaling 265 units 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.
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, the Company name was changed 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.
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
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.
| F-6 |
Construction Contracts
Revenue recognition:
The Company adopted Accounting Standards Codification Topic 606, “Revenue from Contracts with Customers” (“ASC 606”) on January 1, 2018. In accordance with ASC 606, revenue is recognized when promised goods or services are transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services, in accordance with the following five-step process:
| ● | Identify the contract(s) with a customer | |
| ● | Identify the performance obligations | |
| ● | Determine the transaction price | |
| ● | Allocate the transaction price | |
| ● | Recognize revenue when the performance obligations are met |
For the periods presented prior to the adoption of ASC 606, revenues from long-term construction contracts were recognized in accordance with ASC Topic 605-35, “Revenue Recognition-Construction-Type and Production-Type Contracts.”
The Company recognizes construction contract revenue over time 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:
| ● | Contract assets represent 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. | |
| ● | Contract liabilities represent 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. |
Contract liabilities 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.
| F-7 |
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.
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 are currently evaluating both the method and the impact of adopting this guidance on our Condensed Consolidated Financial Statements.
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, 2021 | December 31, 2020 | |||||||
| Office equipment | $ | $ | ||||||
| Vehicles/Modular homes | ||||||||
| Less: Accumulated depreciation | ( | ) | ( | ) | ||||
| Property and Equipment- net | $ | $ | ||||||
Depreciation
expense for the nine months ended September 30, 2021 and 2020 was $
| F-8 |
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, 2021 | December 31, 2020 | |||||||
| Lacey Township, New Jersey, Pines contract: | ||||||||
| Acquisition cost | $ | $ | ||||||
| Site engineering, permits, and other costs | ||||||||
| Total Pines contract | ||||||||
| Berkeley Township, New Jersey, Tallwoods contract: | ||||||||
| Deposit | ||||||||
| Site engineering, permits, and other costs | ||||||||
| Total Tallwoods contract | ||||||||
| Other Deposits: | ||||||||
| Station Drive LLC - Clayton, New Jersey - 112 apartments | ||||||||
| Louis Avenue, Bayville, New Jersey-17 units | ||||||||
| Berkeley Terrace – Bayville, New Jersey 70 units | ||||||||
| 201 East Ave – Clayton, New Jersey – 63 units | ||||||||
| Academy St – Clayton, New Jersey – 2 lots | ||||||||
| Other | ||||||||
| Total | $ | $ | ||||||
Properties Currently Owned
Berkeley Terrace – Bayville, NJ – 70 approved townhome units
A
contract was signed to acquire
The
closing to acquire this property occurred on
The Company is preparing to begin infrastructure work on the property, and start a presales program.
The first closings are scheduled to occur in late spring of 2022.
Lacey Township, New Jersey, “Dream Homes at the Pines”
Dream Homes is in contract and under development for a parcel which will yield 68 new townhomes in the Ocean County NJ area, of which 54 are market rate and 14 are affordable housing. The acquisition of the contract was made for common stock and occurred in the 4th quarter of 2016. This property is currently in the approval process. This development project is scheduled to begin in late 2021 and will accrete to 2022 sales.
All costs associated with this property necessary to obtain all approvals, acquire the land, install the infrastructure and prepare the property to commence construction are the Company’s responsibility.
In
order to obtain all developmental approvals and be prepared to begin installing infrastructure, various permits and engineering work
are required. These permits include but are not limited to township subdivision, county, municipal utility authority, CAFRA (NJ Department
of Environmental Protection) and NJ Department of Transportation. To date, design engineering has been completed and a CAFRA application
has been prepared and submitted to the environmental scientist, along with a check for $
It
is anticipated that complete development approvals will cost approximately $
| F-9 |
The Company may need to seek loans from banks to finance this project. As part of their financing agreements, the banks typically require Vincent Simonelli to personally guarantee these loans. If Mr. Simonelli cannot qualify as a guarantor and there is no one other than him in the Corporation to provide those guarantees, the financing of the deal may be adversely affected. The exact amount of funding required for this particular property is not clear at the present time but will be determined when full approvals have been obtained and the Company is prepared to take title to the property.
As of February 26, 2021, financing has been secured to purchase the land upon municipal approvals being granted.
The closing to acquire this property occurred on June 29, 2021 and the Company is currently in title.
Dream Homes Apartments - Fairview
On
May 3, 2018, the Company submitted a signed letter of intent to purchase
On February 26, 2021, the closing to acquire this property occurred via an assemblage of 3 parcels.
Louis Avenue – Bayville, NJ – In title
In October of 2018, the company entered into a contract to develop and acquire 17 townhouse lots in Bayville NJ. Engineering and approvals are currently in process. Application was made to the Planning Board on March 20, 2020. The project was deemed complete by the township engineer. Municipal scheduling has been delayed due to the Covid-19 virus.
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.
Application is currently being made for final approvals, and the Company should be heard at the October planning board meeting.
The Company acquired this property on August 4, 2021.
| F-10 |
Properties Under Contract to Purchase and in the Approval Stage
Autumn Run – Gloucester County
On December 7, 2018, the Company signed a contract to purchase a property in Gloucester County, NJ, which will be approved for +/- 63 units of age-restricted manufactured housing. The property is currently in the 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 is in the process of applying for preliminary and final site plan approval and should be heard at the October 2021 meeting.
Properties on hold due to delay in approvals, environmental concerns or other reasons
Berkeley Township, New Jersey, “Dream Homes at Tallwoods”, Contract
The
Company acquired rights to a contract to purchase over
Since the transaction had not occurred for at least a portion of the Property within 12 months of the completion of the Due Diligence Period, as well as two 6-month extensions, the future of the contract may be in question. Though the Company retained the right to waive any remaining development contingencies and proceed to close on the property, it was determined by senior management that the risk of acquiring this unapproved property may be questionable.
Mortgages on Properties Held for Development:
September 30, 2021 | December 31, 2020 | |||||||
| Edisto Loan Fund, LLC | $ | $ | - | |||||
| Lynx Asset Services, LLC | - | |||||||
| AC Development, LLC | - | |||||||
| AVB Development | - | |||||||
| Less current portion | ( | ) | - | |||||
| Long-term portion | $ | $ | ||||||
4-Loans Payable to Related Parties
Loans payable to related parties is summarized as follows:
| September 30, 2021 | December 31, 2020 | |||||||
| General Property Investments | $ | $ | ||||||
| Loans payable to chief executive officer | ||||||||
| Total | $ | $ | ||||||
All the loans above are non-interest bearing and due on demand.
| F-11 |
5 - Common Stock Issuances & Private Placement Memorandum
In March 2020, the Company issued restricted shares for compensation valued at $ .
On
September 25, 2020, the Company issued restricted shares for debt reduction value at $
On September 30, 2020, the Company issued restricted shares for compensation valued at $ .
On October 28, 2020, the Company issued restricted shares for compensation valued at $ .
On November 10, 2020, the Company issued restricted shares for compensation valued at $ .
On February 11, 2021, the Company issued restricted shares for compensation valued at $ .
Private Placement Memorandum
On
May 7, 2021, the Company released a Private Placement Memorandum, which consists of an equity and debt offering for up to $
6 – Income Taxes
As of September 30, 2021 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, 2021, the Company was committed under
Employment Agreements
On
May 8, 2017, DHDC executed an Employment Agreement with a Sales Manager. The original term of the agreement was from May 8, 2017 to May
8, 2019 and was renewable thereafter at
Lease Agreements
The
Company has occupied office space located in Forked River, New Jersey. Commencing April 2017, the Company originally paid monthly rent
of $
On
February 28, 2020 the Company executed a lease for an office space located at 800 Riverview Drive in Brielle, which the Company feels
will better serve the southern Monmouth clientele. The lease term is
| F-12 |
Line of Credit
On
September 15, 2016, DHDC increased an existing line of credit from $
8. Related Party Transactions
Office Space
The
Company has occupied office space located in Forked River, New Jersey which is owned by an affiliated company. Commencing April 2017,
the Company has paid monthly rent of $
9 - Stock Warrants
As of this date, there are no outstanding stock warrants that have been issued by the Company.
10 – Subsequent Events
On
October 22, 2021, the Company issued restricted common shares to Green Chip Investor Relations valued at $
Other subsequent events have been detailed in respective categories herein.
| 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 nine months ended September 30, 2021 and 2020. 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),
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PLAN OF OPERATION
Overview
Building on a history of over 1,600 new homes built, and over 400 elevation/renovations, the management of Dream Homes & Development Corporation has positioned the company to emerge as a rapidly growing regional developer of new single-family homes & subdivisions as well as a leader in coastal construction, elevation and mitigation.
The Company has been focusing recently on new single-family homes along the shore of New Jersey, both modular and site-built construction. DHDC is also working on development of new subdivisions in both Ocean and Gloucester counties.
In the years that have passed since Superstorm Sandy flooded over 30,000 owner-occupied homes, Dream Homes has helped hundreds of homeowners to rebuild or raise their homes to comply with new FEMA requirements. While other builders have struggled to adapt to the changing market and complex Federal, State and local regulations 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 30,000 homeowners along the New Jersey coastline to elevate their homes, Dream Homes is positioned to capitalize on this opportunity for substantial revenue growth.
Management recognized that the effects of Super Storm Sandy, which occurred on 10/29/12, would be far reaching and cause an almost unlimited demand for construction services, as well as specific construction information. Due to the damage caused by the storm, as well as the material changes in the FEMA flood maps which now require over 30,000 homeowners along the New Jersey coastline to elevate their homes, management feels that focusing on the construction field will continue to provide a stable revenue stream for the company.
In the first quarter of 2020, the Company signed a lease for an office in Brielle, NJ, which will better serve the Company’s growing Monmouth county market.
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. The amount of these projects currently under contract as of September 30, 2021 is $8,013,003.
In addition to the above projects, which are in process, the Company has also estimated an additional $9,500,000 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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Properties Currently Owned
Berkeley Terrace – Bayville, NJ – 70 approved townhome units
A contract was signed to acquire 70 approved townhome units in October 2019, after 31 months of discussion. This property is scheduled to close in mid to late June 2021, at which time site improvements will commence. Sales will accrete to 2022 & 2023 income. The Company has secured a bridge loan and is awaiting a commitment with a permanent lender for an acquisition, development and construction finance facility. Funding for land only has been secured at this time.
The closing to acquire this property occurred on June 29, 2021.
The Company is working on planning the highest and best uses for, and funding facilities for the property, and start a marketing program.
Lacey Township, New Jersey, “Dream Homes at the Pines”
Dream Homes is in title with a parcel which will yield 68 new townhomes in the Ocean County NJ area, of which 54 are market rate and 14 are affordable housing. This property is currently in the final approval process. This development project is scheduled to begin in mid 2022.
All costs associated with this property necessary to obtain all approvals, acquire the land, install the infrastructure and prepare the property to commence construction are the Company’s responsibility.
The initial planning board meeting was held on December 11, 2017. Additional information was requested from the board and the next meeting was heard for preliminary and final approval on April 19th of 2021. Preliminary approval was granted.
It is anticipated that complete development approvals will cost approximately $20,000 more to complete. In addition to these approval costs and acquisition costs, infrastructure costs are anticipated to cost approximately $1,000,000. The total amount of funding required to make this property ready for home construction is approximately $1,000,000.
The Company may need to seek loans from banks to finance this project. As part of their financing agreements, the banks typically require Vincent Simonelli to personally guarantee these loans. If Mr. Simonelli cannot qualify as a guarantor and there is no one other than him in the Corporation to provide those guarantees, the financing of the deal may be adversely affected. The exact amount of funding required for this particular property is not clear at the present time.
The closing to acquire this property occurred on June 29, 2021 and the Company is currently in title.
Dream Homes Apartments - Fairview
On May 3, 2018, the Company submitted a signed letter of intent to purchase 5.5 acres of property in Gloucester County, which is currently being approved for a 112-unit apartment complex, with 8000 square feet of retail space. The Company has a signed contract and has been proceeding with development approvals. The property is designated as a redevelopment property, and a redevelopment agreement is currently being negotiated with the township.
On February 26, 2021, the closing to acquire this property occurred via an assemblage of 3 parcels.
As of this date, a redevelopment ordinance has been read and approved by the township committee.
Louis Avenue – Bayville, NJ – In title
In October of 2018, the company entered into a contract to develop and acquire 17 townhouse lots in Bayville NJ. Engineering and approvals are currently in process. Application was made to the Planning Board on March 20, 2020.
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.
Application is currently being made for final approvals, and the Company should be heard at the February 2022 planning board meeting.
The Company acquired this property on August 4, 2021.
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Properties Under Contract to Purchase and in the Approval Stage
Autumn Run – Gloucester County
On December 7, 2018, the Company signed a contract to purchase a property in Gloucester County, NJ, which should be approved for +/- 63 units of age-restricted manufactured housing. The property is currently in the approval stage. An application was made to the DEP for a wetlands letter of interpretation, which was approved as proposed. 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 is in the process of applying for preliminary and final site plan approval and should be heard at the January 2022 zoning board meeting.
These four new developments that have recently been acquired as well as the one that is in development represent a significant volume of new home construction projects on the books in the next few years. 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.
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 for 2017, 2018, 2019 & 2020 in two categories (Best Custom Modular Builder and Best Home Improvement Contractor), which has caused significant new awareness and interest from the public. This has led to more showroom 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 28 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. By the end of 2021, new home construction and development should represent over 70% of 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, 2021 and 2020.
Results of Operations - Comparison for the nine months ended September 30, 2021 and 2020.
STATEMENTS OF OPERATIONS
For the nine months ended September 30, 2021 and 2020
(Unaudited)
| 2021 | 2020 | |||||||
| Revenue: | ||||||||
| Construction contracts | $ | 3,069,905 | $ | 3,013,397 | ||||
| Cost of construction contracts | 2,498,350 | 1,987,896 | ||||||
| Gross profit | 571,555 | 1,025,501 | ||||||
| Operating Expenses: | ||||||||
| Selling, general and administrative, including stock based compensation of $127,200 and $197,900, respectively | 743,687 | 935,446 | ||||||
| Depreciation expense | 5,067 | 4,975 | ||||||
| Total operating expenses | 748,754 | 940,421 | ||||||
| Income (loss) from operations | (177,199 | ) | 85,080 | |||||
| Other income (expenses): | ||||||||
| Interest expense | (62,114 | ) | (15,826 | ) | ||||
| Total other income (expenses) | (62,114 | ) | (15,826 | ) | ||||
| Net income (loss) before income taxes | (239,313 | ) | 69,254 | |||||
| Provision for income taxes | 80,146 | |||||||
| Net income (loss) | $ | (239,313 | ) | $ | (10,892 | ) | ||
| Basic and diluted income (loss) per common share | $ | (.00 | ) | $ | (.00 | ) | ||
| Weighted average common shares outstanding-basic and diluted | 34,136,759 | 28,056,387 | ||||||
Revenues
For the nine months ended September 30, 2021 and 2020, revenues were $3,069,905 and $3,013,397, respectively.
Cost of Sales
For the nine months ended September 30, 2021 and 2020, cost of construction contracts were $2,498,350 and $1,987,896, respectively. This increase of $510,454 was due mainly to increased cost.
Operating Expenses
Operating expenses decreased $191,667 from $940,421 in 2020 to $748,754 in 2021. This decrease is mainly due from stock-based compensation.
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Liquidity and Capital Resources
As of September 30, 2021 and December 31, 2020, our cash balance was $162,618 and $55,519, respectively, total assets were $8,263,774 and $1,374,586, respectively, and total current liabilities amounted to $5,362,973 and $860,672, respectively, including loans payable to related parties of $292,895 and $3,671, respectively. As of September 30, 2021 and December 31, 2020, the total stockholders’ equity was $392,801 and $504,914, 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 its subscribers over time is dependent upon market conditions. We are not aware of any inflationary pressures that have had any significant impact on our operations since inception, and we do not anticipate that inflationary factors will have a significant impact on future operations.
OFF-BALANCE SHEET ARRANGEMENTS
We do not maintain off-balance sheet arrangements nor do we participate in non-exchange traded contracts requiring fair value accounting treatment.
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.
None.
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 22, 2021 | ||
| By: | /s/ Vincent Simonelli | |
| Vincent Simonelli | ||
| Chief Executive Officer and Chief Financial Officer | ||
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