4,500,000 Shares
Technical Olympic USA, Inc.
Common Stock
We are offering 2,000,000 shares of our common stock and Technical Olympic S.A., our majority stockholder and the selling stockholder, is offering 2,500,000 shares of our common stock. We will not receive any proceeds from the sale of any shares of common stock sold by the selling stockholder. Technical Olympic S.A. currently owns 90.64% of our common stock and will own approximately 76.21% after this offering, or 73.95% if the underwriters exercise the over-allotment option in full.
Our common stock is quoted on the Nasdaq National Market under the symbol TOUS. On November 13, 2003, the last reported sale price of our common stock on the Nasdaq National Market was $26.51 per share.
Investing in our common stock involves risks. See Risk Factors beginning on page 8.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
Per Share | Total | |||||||
Public offering price
|
$ | 26.00 | $ | 117,000,000 | ||||
Underwriting discounts and commissions
|
$ | 1.43 | $ | 6,435,000 | ||||
Proceeds to us
|
$ | 24.57 | $ | 49,140,000 | ||||
Proceeds to the selling stockholder
|
$ | 24.57 | $ | 61,425,000 |
The underwriters may also purchase up to an additional 675,000 shares of common stock from the selling stockholder, at the public offering price, less the underwriting discounts and commissions, within 30 days from the date of this prospectus. The underwriters may exercise this option to cover over-allotments, if any. If the underwriters exercise the option in full, the total underwriting discounts and commissions will be $7,400,250, and the total proceeds to the selling stockholder will be $78,009,750.
The underwriters are offering the common stock as set forth in Underwriting. Delivery of the shares will be made on or about November 19, 2003.
Joint Book-Running Managers
Citigroup | UBS Investment Bank |
November 13, 2003
You should rely only on the information contained in this prospectus. We have not, and the underwriters and the selling stockholder have not, authorized anyone to provide you with information that is different. We and the selling stockholder are offering to sell shares of common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus regardless of the time of delivery of this prospectus or any sale of our common stock.
TABLE OF CONTENTS
Page | ||||
Summary
|
1 | |||
Risk Factors
|
8 | |||
Forward-Looking Statements
|
15 | |||
Use of Proceeds
|
17 | |||
Dividend Policy
|
17 | |||
Price Range of Common Stock
|
18 | |||
Capitalization
|
19 | |||
Selected Financial Data
|
20 | |||
Managements Discussion and Analysis of
Financial Condition and Results of Operations
|
23 | |||
Business
|
43 | |||
Board of Directors
|
55 | |||
Management
|
59 | |||
Executive Compensation
|
60 | |||
Security Ownership
|
64 | |||
Certain Relationships and Related Transactions
|
66 | |||
Description of Capital Stock
|
68 | |||
Shares Eligible for Future Sale
|
70 | |||
Material United States Federal Tax Considerations
to Non-U.S. Holders
|
71 | |||
Underwriting
|
74 | |||
Legal Matters
|
76 | |||
Experts
|
76 | |||
Where You Can Find Additional Information
|
76 | |||
Index to Consolidated Financial Statements
|
F-1 |
In this prospectus we rely on and refer to information and statistics regarding our industry. We obtained this market data from independent industry publications or other publicly available information. Some data is also based on our good faith estimates, which are derived from our review of internal surveys, as well as independent industry publications. Although we believe that these outside sources are reliable, we have not independently verified and do not guarantee the accuracy and completeness of this information.
i
SUMMARY
You should read this entire prospectus before making an investment in our common stock. You should carefully consider the information set forth under Risk Factors. In addition, certain statements include forward-looking information which involves risks and uncertainties. See Forward-Looking Statements.
Unless this prospectus otherwise indicates or the context otherwise requires, the terms we, our, us, or the Company as used in this prospectus refer to Technical Olympic USA, Inc. and its subsidiaries. The term selling stockholder as used in this prospectus refers to Technical Olympic S.A.
Overview
We design, build and market high quality detached single-family residences, town homes and condominiums. We operate in markets characterized by strong population and income growth. Currently, we conduct homebuilding operations in 14 metropolitan markets, located in four major geographic regions: Florida, the Mid-Atlantic, Texas and the West.
For the twelve months ended December 31, 2002, we delivered 5,085 homes, with an average sales price of $265,000, and generated approximately $1.3 billion in revenues from home sales and $67.0 million in income from continuing operations. For the nine months ended September 30, 2003, we delivered 4,332 homes, with an average sales price of $262,000, and generated approximately $1.1 billion in revenues from home sales and $62.4 million in income from continuing operations. Our backlog of homes at September 30, 2003 was 3,327 homes under contract, representing $902.9 million in expected revenues.
We market our homes to a diverse group of homebuyers, including first-time homebuyers, move-up homebuyers, homebuyers who are relocating to a new city or state, buyers of second or vacation homes, active-adult homebuyers and homebuyers with grown children who want a smaller home (empty-nesters). Our homes are marketed under various brand names, including Engle Homes, Newmark Homes, Fedrick, Harris Estate Homes, Marksman Homes, D.S. Ware Homes, Masonry Homes, Trophy Homes and James Company. As of September 30, 2003, we either owned or had options to acquire 47,618 homesites, and we were actively marketing in 206 communities.
As part of our objective to provide homebuyers a seamless home purchasing experience, we have developed, and are expanding, our complementary financial services business. As part of this business, we provide mortgage financing and closing services and offer title, homeowners and other insurance products. Our mortgage financing operations revenues consist primarily of origination and premium fee income, interest income and the gain on the sale of the mortgages, as we sell substantially all of our mortgages and the related servicing rights to third-party investors. Our mortgage financing services are used primarily by buyers of our homes, although we also offer these services to existing homeowners refinancing their mortgages. By comparison, our closing services and our insurance agency operations are used by our homebuyers as well as a broad range of other clients purchasing or refinancing residential or commercial real estate.
Competitive Strengths
High Growth Markets. We believe that by focusing our homebuilding operations in high growth markets, we are well positioned to expand our business and maximize our financial returns. We operate in five of the eight fastest growing states in the United States, based on population growth from 1990 to 2000. The average median population growth in the eight states where we operate was 28.1% from 1990 to 2000, as compared to the U.S. average of 13.1%. In addition, each of the states in which we operate has demonstrated a history of solid economic growth. These eight states had an average median income growth of 13.3%, as compared to the U.S. average of 4.0%, from 1989 to 1999. We expect that these growth trends will increase future housing demand in our markets. Additionally, based on our relative position in each of these markets, we believe we have the opportunity to expand our operations.
1
Geographic and Customer Diversification. We operate in 14 geographically diverse markets. For the twelve months ended December 31, 2002, none of our metropolitan markets represented more than 18% of our total revenues. Within our markets, we target a diverse customer base including first-time, move-up, relocating, active-adult and empty-nester homebuyer segments. For the twelve months ended September 30, 2003, we generated 43% of our revenues from home sales from homes in the $200,000 to $300,000 price range, 29% of our revenues from home sales from homes in the $300,000 to $400,000 price range, 16% of our revenues from home sales from homes in the under $200,000 price range, and 12% of our revenues from home sales from homes in the over $400,000 price range. We believe that this diversification protects us from downturns in any one market or price segment and provides us with additional growth opportunities.
Experienced Management Team. We balance our local expertise and focus with a seasoned and professional senior management team. Our regional and divisional managers have an average of more than 20 years of homebuilding experience in their local markets. As a result, they have developed in-depth market expertise and familiarity with their customers and subcontractors. In addition, as a result of their long-standing relationships with local land sellers and developers, our regional and divisional managers are well-positioned to acquire premium land and homesites. Our senior corporate managers have an average of more than 18 years of experience in the homebuilding business and have a successful track record of delivering strong results in varying homebuilding cycles. The experience and depth of our management team provides us the capability to quickly evaluate and successfully capitalize on market opportunities and adjust to changing national, regional and local business conditions.
Strong Land Positions and Disciplined Acquisition Strategy. Land is our key raw material and one of our most valuable assets. We believe that by acquiring land and homesites in premier locations, we enhance our competitive standing and reduce our exposure to economic downturns. We believe that homes in premier locations continue to attract homebuyers in both strong and weak economic conditions. We consider that our disciplined acquisition strategy of balancing homesites and land we own and those we can acquire under option contracts provides us access to a substantial supply of quality homesites and land while conserving our invested capital and optimizing our returns. Generally, we acquire only homesites and entitled land suitable for homesite development and residential construction.
Strong Brand Recognition and Customer Service. We market our homes under various brand names, including Engle Homes, Newmark Homes, Fedrick, Harris Estate Homes, Marksman Homes, D.S. Ware Homes, Masonry Homes, Trophy Homes and James Company. We believe our brands are widely recognized in the markets in which we operate for providing quality homes in desirable locations and enjoy a solid reputation among potential homebuyers. We believe that customer satisfaction enhances our reputation for quality and service and leads to significant repeat and referral business. In our industry, customer satisfaction is based in large part on our ability to respond promptly and courteously to homebuyers before, during and after the sale of our homes. As part of our customer service program, we conduct pre-delivery inspections to promptly address any outstanding construction issues and contract independent third parties to conduct periodic post-delivery evaluations of the customers satisfaction with their home, as well as the customers experience with our sales personnel, construction department and title and mortgage services.
Business Strategies
Capitalize on Growth Potential in Our Current Markets. We believe that a significant portion of our future growth will stem from our ability to increase our homes sales and capture additional market share within our current markets. Currently, we conduct homebuilding operations in 14 metropolitan markets, each of which is highly fragmented with numerous smaller homebuilders. Our reputation as a high quality homebuilder combined with our financial resources gives us an advantage over many smaller homebuilders with whom we compete. Based on management estimates, we are positioned as a top-five homebuilder in three of our current markets. Consequently, we have an opportunity to significantly strengthen our market position by expanding our product offerings and increasing the number of our active selling communities. Our current markets have demonstrated solid income and population growth trends. As a result, we expect
2
Implement Performance Improvement and Best Practices Initiatives. As part of our goal of strengthening our financial returns, we continuously monitor and evaluate our systems, practices and procedures in order to improve our operations. To assist with the measurement of our results and the results of our operating divisions, we utilize a detailed Performance Improvement Plan that focuses on techniques to enhance operating efficiencies. We have, and will continue to, implement best practices across our operating divisions and believe that this operating strategy has allowed, and will continue to allow, us to:
| implement innovative information systems to, among other things, monitor homebuilding production, scheduling and budgeting and facilitate communication among our divisions with respect to the design and construction of our homes; | |
| reduce the time necessary to complete each stage in the homebuilding process; | |
| effectively manage our inventory of homes; | |
| use our purchasing power to achieve volume discounts and the best possible service from our vendors; and | |
| achieve more favorable pricing of homesite premiums and options. |
Grow Our Financial Services Business. Our financial services operations require minimal capital investment and are highly profitable because of the high margins we obtain from our mortgage financing operation and the high volume of transactions generated from our title insurance and closing services operations. We believe that these financial services complement our homebuilding operations and provide homebuyers a seamless home purchasing experience. For the nine months ended September 30, 2003, approximately 58% of our homebuyers utilized the services of our mortgage business, while 81% of our homebuyers used our title and closing services and 21% used our insurance agencies to obtain insurance. We believe that we have an opportunity to grow our financial services business by:
| increasing the percentage of our homebuyers who use our financial services; | |
| marketing our financial services more actively to buyers of homes built by other homebuilders, including smaller homebuilders that do not provide their own financial services; and | |
| offering additional services that complement our existing financial services in all our markets. |
Selectively Expand Into New Markets. We intend to supplement our primary growth strategy of expansion in our current markets with a disciplined, financial return oriented approach to entering new markets. We will focus on entering metropolitan areas that have favorable homebuilding characteristics, including availability of strong management with local market expertise as well as solid income and population growth trends, significant single-family home permit activity, a diversified economy and an adequate supply of obtainable homesites. We believe this long-term emphasis on geographic diversification across a range of growing markets with strong fundamentals will enable us to minimize our exposure to adverse economic conditions, seasonality and housing cycles in individual local markets. We will enter new markets through strategic acquisitions of other homebuilders and, to the extent we enter new markets that complement and/or are in close proximity to our current markets, we will utilize our existing management expertise and resources to establish operations.
Principal Executive Offices
Our executive offices are located at 4000 Hollywood Blvd., Suite 500 North, Hollywood, Florida 33021. Our telephone number is (954) 364-4000. Our Web address is www.tousa.com. We do not intend the information on our website to constitute part of this prospectus.
3
The Offering
Common stock offered by us | 2,000,000 shares | |
Common stock offered by the selling stockholder | 2,500,000 shares | |
Common stock outstanding after this offering | 29,889,036 shares | |
Use of Proceeds | We intend to use our net proceeds from this offering to repay amounts outstanding under our revolving credit facility. We will not receive any proceeds from the shares of common stock sold by the selling stockholder in this offering. See Use of Proceeds. | |
Risk Factors | You should carefully consider the information set forth in the section entitled Risk Factors and the other information included in this prospectus in deciding whether to purchase our common stock. | |
Nasdaq National Market symbol | TOUS |
The number of shares of our common stock that will be outstanding after this offering is based on the number of shares outstanding as of November 12, 2003. However, it does not include 3,436,491 shares of common stock issuable upon exercise of options outstanding as of November 12, 2003.
The selling stockholder has agreed to sell up to an aggregate of 675,000 additional shares of common stock if the underwriters exercise in full their over-allotment option, which we describe in Underwriting. Unless otherwise noted, the information in this prospectus assumes the underwriters have not exercised their over-allotment option.
4
Summary Financial and Operating Data
The following table sets forth our summary financial and operating data. The summary financial data in the table for the three years ended December 31, 2002 have been derived from our audited consolidated financial statements. The summary financial data in the table for the nine month periods ended September 30, 2002 and 2003 have been derived from unaudited financial statements. The unaudited financial statements include all adjustments, consisting of normal recurring accruals, which we consider necessary for a fair presentation of the financial position and the results of operations for these periods. Operating results for the nine months ended September 30, 2003 are not necessarily indicative of the results that may be expected for the entire year ending December 31, 2003. The data should be read in conjunction with the consolidated financial statements, related notes and other financial information included herein.
Nine Months Ended | ||||||||||||||||||||||
Year Ended December 31, | September 30, | |||||||||||||||||||||
2000(1)(2) | 2001(1)(2) | 2002(1)(2) | 2002(1)(2) | 2003 | ||||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||||
Consolidated Statement of Income
Data:
|
||||||||||||||||||||||
Homebuilding:
|
||||||||||||||||||||||
Revenues from home sales
|
$ | 540,323 | $ | 1,374,551 | $ | 1,349,713 | $ | 985,243 | $ | 1,133,967 | ||||||||||||
Revenues from land sales
|
6,343 | 18,361 | 27,379 | 11,956 | 25,357 | |||||||||||||||||
Total revenues
|
546,666 | 1,392,912 | 1,377,092 | 997,199 | 1,159,324 | |||||||||||||||||
Cost of sales from home sales
|
434,736 | 1,091,626 | 1,075,875 | 783,009 | 907,392 | |||||||||||||||||
Cost of sales from land sales
|
6,203 | 16,660 | 24,430 | 10,785 | 16,248 | |||||||||||||||||
Total cost of sales
|
440,939 | 1,108,286 | 1,100,305 | 793,794 | 923,640 | |||||||||||||||||
Gross profit
|
105,727 | 284,626 | 276,787 | 203,405 | 235,684 | |||||||||||||||||
Selling, general, and administrative expenses
|
63,832 | 152,063 | 163,726 | 112,871 | 146,355 | |||||||||||||||||
Variable stock-based compensation expense
|
| | | | 925 | |||||||||||||||||
Depreciation and amortization expense
|
3,112 | 8,849 | 5,952 | 4,540 | 6,125 | |||||||||||||||||
Severance and merger related expenses
|
| 2,643 | 19,963 | 18,593 | 534 | |||||||||||||||||
Loss on early retirement of debt
|
| | 5,411 | 5,411 | | |||||||||||||||||
Other (income) expense
|
2,264 | (3,941 | ) | (5,838 | ) | (1,826 | ) | (2,719 | ) | |||||||||||||
Homebuilding pretax income
|
36,519 | 125,012 | 87,573 | 63,816 | 84,464 | |||||||||||||||||
Financial Services:
|
||||||||||||||||||||||
Revenues
|
2,562 | 32,659 | 40,214 | 26,147 | 35,591 | |||||||||||||||||
Expenses
|
1,635 | 17,688 | 20,846 | 15,254 | 21,726 | |||||||||||||||||
Financial Services pretax income
|
927 | 14,971 | 19,368 | 10,893 | 13,865 | |||||||||||||||||
Income from continuing operations before income
taxes
|
37,446 | 139,983 | 106,941 | 74,709 | 98,329 | |||||||||||||||||
Income tax expense
|
13,672 | 52,218 | 39,900 | 27,879 | 35,891 | |||||||||||||||||
Income from continuing operations
|
$ | 23,774 | $ | 87,765 | $ | 67,041 | $ | 46,830 | $ | 62,438 | ||||||||||||
5
Nine Months Ended | |||||||||||||||||||||
Year Ended December 31, | September 30, | ||||||||||||||||||||
2000(1)(2) | 2001(1)(2) | 2002(1)(2) | 2002(1)(2) | 2003 | |||||||||||||||||
Per Share Data:
|
|||||||||||||||||||||
Income from continuing operations
|
|||||||||||||||||||||
Basic
|
$ | 1.79 | $ | 3.15 | $ | 2.40 | $ | 1.68 | $ | 2.24 | |||||||||||
Diluted
|
$ | 1.79 | $ | 3.15 | $ | 2.40 | $ | 1.68 | $ | 2.23 | |||||||||||
Income from discontinued operations (basic and
diluted)
|
$ | 0.48 | $ | 0.22 | $ | 0.18 | $ | 0.18 | $ | | |||||||||||
Book value based on shares outstanding at end of
period
|
$ | 12.74 | $ | 14.83 | $ | 14.53 | $ | 13.81 | $ | 16.78 | |||||||||||
Cash dividends(3)
|
$ | | $ | 0.22 | $ | | $ | | $ | | |||||||||||
Weighted average number of common shares
outstanding
|
|||||||||||||||||||||
Basic
|
13,250,062 | 27,878,787 | 27,878,787 | 27,878,787 | 27,886,746 | ||||||||||||||||
Diluted
|
13,250,062 | 27,878,787 | 27,878,787 | 27,878,787 | 28,055,323 |
Nine Months Ended | ||||||||||||||||||||
Year Ended December 31, | September 30, | |||||||||||||||||||
2000(1)(2) | 2001(1)(2) | 2002(1)(2) | 2002(1)(2) | 2003 | ||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||
Other Financial Data:
|
||||||||||||||||||||
Gross margin on revenue from home sales
|
19.5 | % | 20.6 | % | 20.3 | % | 20.5 | % | 20.0 | % | ||||||||||
Operating Data:
|
||||||||||||||||||||
Homes delivered
|
1,994 | 5,304 | 5,085 | 3,713 | 4,332 | |||||||||||||||
Average sales price per home delivered
|
$ | 271 | $ | 259 | $ | 265 | $ | 265 | $ | 262 | ||||||||||
New sales contracts, net of cancellations
|
1,819 | 4,967 | 5,009 | 3,901 | 5,231 | |||||||||||||||
Homes in backlog at end of period
|
2,486 | 2,149 | 2,280 | 2,337 | 3,327 | |||||||||||||||
Sales value of homes in backlog at end of period
|
$ | 629,348 | $ | 573,405 | $ | 636,922 | $ | 659,893 | $ | 902,890 |
At September 30, 2003 | |||||
(Dollars in thousands) | |||||
Consolidated Statement of Financial Condition
Data:
|
|||||
Cash and cash equivalents:
|
|||||
Unrestricted
|
$ | 41,849 | |||
Restricted
|
$ | 51,763 | |||
Inventory
|
$ | 1,041,350 | |||
Total assets
|
$ | 1,360,616 | |||
Homebuilding borrowings
|
$ | 531,671 | |||
Total borrowings(4)(5)
|
$ | 574,045 | |||
Stockholders equity
|
$ | 467,743 |
(1) | On June 25, 2002, we completed the merger with Engle Holdings, Inc. As both entities were under the common control of Technical Olympic, Inc., the merger was accounted for as a reorganization of entities under common control. In accordance with Statement of Financial Accounting Standards (SFAS) No. 141, Business Combinations, we recognized the acquired assets and liabilities of Engle Holdings at their historical carrying amounts. As both entities came under common control of Technical Olympic on November 22, 2000, our consolidated financial statements and other operating |
6
data have been restated to include the operations of Engle Holdings from November 22, 2000. See note 1 to our consolidated financial statements included elsewhere in this prospectus. | |
(2) | On April 15, 2002, we completed the sale of Westbrooke Acquisition Corp., formerly one of our Florida homebuilding subsidiaries. In accordance with SFAS 144, Accounting for the Impairment or Disposal of Long-Lived Assets, the results of Westbrookes operations have been classified as discontinued operations, and prior periods have been restated. See note 8 to our consolidated financial statements included elsewhere in this prospectus. |
(3) | Cash dividends per share have been restated to reflect the total shares outstanding as a result of the merger with Engle Holdings. |
(4) | Total borrowings includes Homebuilding borrowings and Financial Services borrowings. Total borrowings does not include consolidated land bank obligations of $109.1 million, all of which are non-recourse to us. |
(5) | Excludes the original issue discount in the aggregate of $5.2 million, associated with sales of the 9% Senior Notes during February 2003 and the 10 3/8% Senior Subordinated Notes during April 2003. |
7
RISK FACTORS
Investing in our common stock involves risk. In addition to the other information set forth elsewhere in this prospectus, the following factors relating to us and our common stock should be considered carefully in deciding whether to invest in our common stock.
Risks Related to Our Business
Economic downturns in the geographic areas in which we operate could adversely affect demand and prices for new homes in those areas and could have an adverse effect on our revenues and earnings. |
Although we operate in 14 major metropolitan markets, our operations are concentrated in the southwestern and southeastern United States. Adverse economic or other business conditions in these regions or in the particular markets in which we operate, all of which are outside of our control, could have an adverse effect on our revenues and earnings.
We may not be able to acquire suitable land at reasonable prices, which could increase our costs and reduce our earnings and profit margins. |
We have experienced an increase in competition for available land and developed homesites in some of our markets as a result of the strength of the economy in many of these markets over the past few years and the availability of more capital to major homebuilders. Our ability to continue our development activities over the long-term depends upon our ability to locate and acquire suitable parcels of land or developed homesites to support our homebuilding operations. As competition for land increases, the cost of acquiring it may rise, and the availability of suitable parcels at acceptable prices may decline. If we are unable to acquire suitable land or developed homesites at reasonable prices, it could limit our ability to develop new projects or result in increased land costs that we may not be able to pass through to our customers. Consequently, it could reduce our earnings and profit margins.
Our significant level of debt could adversely affect our financial condition and prevent us from fulfilling our debt service obligations. |
We currently have a significant amount of debt, and our ability to meet our debt service obligations will depend on our future performance. Numerous factors outside of our control, including changes in economic or other business conditions generally or in the markets or industry in which we do business, may adversely affect our operating results and cash flows, which in turn may affect our ability to meet our debt service obligations. As of September 30, 2003, on a consolidated basis, we had approximately $574.0 million aggregate principal amount of debt outstanding (including our revolving credit facility, our senior notes, our senior subordinated notes, our warehouse line of credit and our other credit facilities, but excluding consolidated land bank obligations of $109.1 million). As of September 30, 2003, we would have had the ability to borrow an additional $202.2 million under our revolving credit facility and $22.6 million under our warehouse line of credit, subject to our satisfying the relevant borrowing conditions in those facilities. We intend to use the proceeds of this offering to repay amounts outstanding under our revolving credit facility. As of November 12, 2003, we had $84.0 million outstanding under our revolving credit facility, and as adjusted for this offering and the use of proceeds, we would have had the ability to borrow up to an additional $199.6 million under our revolving credit facility. In addition, subject to restrictions in our financing documents, we may incur additional debt.
If we are unable to meet our debt service obligations, we may need to restructure or refinance our debt, seek additional equity financing or sell assets. We may be unable to restructure or refinance our debt, obtain additional equity financing or sell assets on satisfactory terms or at all.
8
Our debt instruments impose significant operating and financial restrictions which may limit our ability to finance future operations or capital needs and pursue business opportunities, thereby limiting our growth. |
The indentures governing our outstanding notes and our revolving credit facility impose significant operating and financial restrictions on us. These restrictions limit our ability to, among other things:
| incur additional debt; | |
| pay dividends or make other restricted payments; | |
| create or permit certain liens, other than customary and ordinary liens; | |
| sell assets other than in the ordinary course of our business; | |
| create or permit restrictions on the ability of our restricted subsidiaries to pay dividends or make other distributions to us; | |
| engage in transactions with affiliates; and | |
| consolidate or merge with or into other companies or sell all or substantially all of our assets. |
These restrictions could limit our ability to finance our future operations or capital needs, make acquisitions or pursue available business opportunities. In addition, our revolving credit facility requires us to maintain specified financial ratios and satisfy certain financial covenants, the indentures governing our outstanding notes require us to maintain a specified minimum consolidated net worth, and our warehouse line of credit requires us to maintain the collateral value of our borrowing base. We may be required to take action to reduce our debt or to act in a manner contrary to our business objectives to meet these ratios and satisfy these covenants. A breach of any of the covenants in, or our inability to maintain the required financial ratios under, our revolving credit facility and warehouse line of credit would prevent us from borrowing additional money under those facilities and could result in a default under those facilities and our other debt obligations. Our failure to maintain the specified minimum consolidated net worth under the indentures will require us to offer to purchase a portion of our outstanding notes. If we fail to purchase these notes, it would result in a default under the indentures and may result in a default under other debt facilities.
We may not be successful in our effort to identify, complete or integrate acquisitions, which could adversely affect our results of operations and future growth. |
A principal component of our strategy is to continue to grow profitably in a controlled manner, including, where appropriate, by acquiring other property developers or homebuilders. We may not be successful in implementing our acquisition strategy, and growth may not continue at historical levels or at all. We completed the merger with Engle Homes on June 25, 2002, we acquired the assets of D.S. Ware Homes LLC and Masonry Homes, Inc. in the fourth quarter of 2002, and we acquired the assets of Trophy Homes, Inc. and The James Construction Company in the first quarter of 2003. The failure to identify or complete business acquisitions, or successfully integrate the businesses we acquire, could adversely affect our results of operations and future growth. Specifically, any delays or difficulties in converting our various information systems or implementing our internal policies and procedures could increase costs and otherwise affect our results of operations. Even if we overcome these challenges and risks, we may not realize the expected benefits of our acquisitions.
We may need additional financing to fund our operations or for the expansion of our business, and if we are unable to obtain sufficient financing or such financing is obtained on adverse terms, we may not be able to operate or expand our business as planned, which could adversely affect our results of operations and future growth. |
Our operations require significant amounts of cash. If our business does not achieve the levels of profitability or generate the amount of cash that we anticipate or if we expand through acquisitions or
9
In the event that tax liabilities arise in connection with the restructuring, there can be no assurance that we will not be liable for such amounts. |
Prior to the restructuring, Technical Olympic, Inc., which we refer to as Technical Olympic, was the parent of our consolidated tax reporting group, and we were jointly and severally liable for any U.S. federal income tax owed by Technical Olympic or any other member of the consolidated group. As part of the restructuring, Technical Olympic was merged into TOI, LLC, a newly-formed limited liability company of which we are the sole member, and we became the parent of our consolidated tax reporting group. Also, as part of the restructuring, Technical Olympic Services, Inc., which we refer to as TOSI, a newly-formed corporation wholly-owned by Technical Olympic S.A., assumed all liabilities of Technical Olympic. We do not believe that any material tax liabilities will arise by reason of the restructuring. However, there can be no assurance that material tax liabilities will not arise in connection with the restructuring, that we will not be held liable for such amounts or that we will be able to collect from TOSI any amounts for which they may have assumed liability. The assessment of material tax liabilities in connection with the restructuring could have an adverse effect on our financial condition and results of operations.
Risks Related to Our Industry
Changes in economic or other business conditions could adversely affect demand and prices for new homes, which could decrease our revenues. |
The homebuilding industry historically has been cyclical and is affected significantly by adverse changes in general and local economic conditions, such as:
| employment levels; | |
| population growth; | |
| consumer confidence and stability of income levels; | |
| availability of financing for land and homesite acquisitions, construction and permanent mortgages; | |
| interest rates; | |
| inventory levels of both new and existing homes; | |
| supply of rental properties; and | |
| conditions in the housing resale market. |
Adverse changes in one or more of these conditions, all of which are outside of our control, could reduce demand and/or prices for new homes in some or all of the markets in which we operate. A decline in demand or the prices we can obtain for our homes could decrease our revenues.
We are subject to substantial risks with respect to the land and home inventories we maintain, and fluctuations in market conditions may affect our ability to sell our land and home inventories at expected prices, if at all, which would reduce our profit margins. |
As a homebuilder, we must constantly locate and acquire new tracts of land for development and developed homesites to support our homebuilding operations. There is a lag between the time we acquire land for development or developed homesites and the time that we can bring the communities to market and sell homes. Lag time varies on a project-by-project basis; however, historically, we have experienced a lag time of approximately 9 to 12 months. As a result, we face the risk that demand for housing may decline during this period and that we will not be able to dispose of developed properties or undeveloped
10
Supply risks and shortages relating to labor and materials can harm our business by delaying construction and increasing costs. |
The homebuilding industry from time to time has experienced significant difficulties with respect to:
| shortages of qualified trades people and other labor; | |
| inadequately capitalized local subcontractors; | |
| shortages of materials; and | |
| volatile increases in the cost of certain materials, including lumber, framing and cement, which are significant components of home construction costs. |
These difficulties can, and often do, cause unexpected short-term increases in construction costs and cause construction delays. In addition, to the extent our subcontractors incur increased costs associated with recent increases in insurance premiums and compliance with state and local regulations, these costs are passed on to us as homebuilders. We are generally unable to pass on any unexpected increases in construction costs to those customers who have already entered into sales contracts, as those contracts generally fix the price of the house at the time the contract is signed, which may be up to one year in advance of the delivery of the home. Furthermore, sustained increases in construction costs may, over time, erode our profit margins. We have historically been able to offset sustained increases in the costs of materials with increases in the prices of our homes and through operating efficiencies. However, in the future, pricing competition may restrict our ability to pass on any additional costs, and we may not be able to achieve sufficient operating efficiencies to maintain our current profit margins.
Future increases in interest rates or a decrease in the availability of government-sponsored mortgage financing could prevent potential customers from purchasing our homes, which would adversely affect our revenues and profitability. |
Almost all of our customers finance their purchases through mortgage financing obtained from us or other sources. Increases in interest rates or decreases in the availability of Federal National Mortgage Association, Federal Home Loan Mortgage Corporation, Federal Housing Administration or Veterans Association mortgage financing could cause a decline in the market for new homes as potential homebuyers may not be able to obtain affordable financing. Increased interest rates can also limit our ability to realize our backlog because our sales contracts typically provide our customers with a financing contingency. Financing contingencies allow customers to cancel their home purchase contracts in the event they cannot arrange for financing at interest rates that were prevailing when they signed their contracts. In particular, because the availability of mortgage financing is an important factor in marketing many of our homes, any limitations or restrictions on the availability of those types of financing could reduce our home sales and the lending volume at our mortgage subsidiary. Even if our potential customers do not need financing, changes in interest rates and mortgage availability could make it harder for them to sell their existing homes to potential buyers who need financing. Interest rates currently are at one of their lowest levels in decades, and any future increases in interest rates could adversely affect our revenues and profitability.
11
The competitive conditions in the homebuilding industry could increase our costs, reduce our revenues, and otherwise adversely affect our results of operations. |
The homebuilding industry is highly competitive and fragmented. We compete in each of our markets with numerous national, regional and local builders. Some of these builders have greater financial resources, more experience, more established market positions and better opportunities for land and homesite acquisitions than we do and have lower costs of capital, labor and material than us. Builders of new homes compete for homebuyers, as well as for desirable properties, raw materials and skilled subcontractors. The competitive conditions in the homebuilding industry could, among other things:
| increase our costs and reduce our revenues; | |
| make it difficult for us to acquire suitable land or homesites at acceptable prices; | |
| require us to increase selling commissions and other incentives; | |
| result in delays in construction if we experience a delay in procuring materials or hiring laborers; and | |
| result in lower sales volumes. |
We also compete with resales of existing homes, available rental housing and, to a lesser extent, condominium resales. An oversupply of attractively priced resale or rental homes in the markets in which we operate could adversely affect our ability to sell homes profitably.
Our financial services operations are also subject to competition from third-party providers, many of which are substantially larger, may have a lower cost of funds or overhead than we do, and may focus exclusively on providing such services.
We are subject to product liability and warranty claims arising in the ordinary course of business that could adversely affect our results of operations. |
As a homebuilder, we are subject in the ordinary course of our business to product liability and home warranty claims. We provide our homebuyers with a one-year or two-year limited warranty covering workmanship and materials and an eight-year or ten-year limited warranty covering major structural defects. Claims arising under these warranties and general product liability claims are common in the homebuilding industry and can be costly. Although we maintain product liability insurance, the coverage offered by, and availability of, product liability insurance for construction defects is currently limited and, where coverage is available, it may be costly. We recently obtained a homebuilder protective policy which covers warranty claims for structure and design defects related to homes sold by us during the policy period, subject to a retention amount. However, our product liability insurance and homebuilder protective policies contain limitations with respect to coverage, and there can be no assurance that these insurance rights will be adequate to cover all product liability and warranty claims for which we may be liable or that coverage will not be further restricted and become more costly. In addition, although we generally seek to require our subcontractors and design professionals to indemnify us for liabilities arising from their work, we may be unable to enforce any such contractual indemnities. Uninsured and unindemnified product liability and warranty claims, as well as the cost of product liability insurance and our homebuilder protective policy, could adversely affect our results of operations.
We are subject to mold litigation and claims arising in the ordinary course of business that could adversely affect our results of operations. |
Recently, lawsuits have been filed against homebuilders and insurers asserting claims of property damages and personal injury caused by the presence of mold in residential dwellings. Some of these lawsuits have resulted in substantial monetary judgments or settlements. It is possible that insurance carriers may exclude coverage for claims arising from the presence of mold. Uninsured mold liability and claims could adversely affect our results of operations.
12
States, cities and counties in which we operate have, or may adopt, slow or no growth initiatives which would reduce our ability to build in these areas and could adversely affect our future revenues. |
Several states, cities and counties in which we operate have approved, and others in which we operate may approve, various slow growth or no growth initiatives and other ballot measures that could negatively impact the availability of land and building opportunities within those localities. Approval of slow or no growth measures would reduce our ability to build and sell homes in the affected markets and create additional costs and administration requirements, which in turn could have an adverse effect on our future revenues.
Our business is subject to governmental regulations that may delay, increase the cost of, prohibit or severely restrict our development and homebuilding projects. |
We are subject to extensive and complex laws and regulations that affect the land development and homebuilding process, including laws and regulations related to zoning, permitted land uses, levels of density, building design, elevation of properties, water and waste disposal and use of open spaces. In addition, we and our subcontractors are subject to laws and regulations relating to workers health and safety. We also are subject to a variety of local, state and federal laws and regulations concerning the protection of health and the environment. In some of the markets in which we operate, we are required to pay environmental impact fees, use energy saving construction materials and give commitments to provide certain infrastructure such as roads and sewage systems. We must also obtain permits and approvals from local authorities to complete residential development or home construction. The laws and regulations under which we and our subcontractors operate, and our and their obligations to comply with them, may result in delays in construction and development, cause us to incur substantial compliance and other increased costs, and prohibit or severely restrict development and homebuilding activity in certain areas in which we operate.
Our financial services operations are subject to numerous federal, state and local laws and regulations. Failure to comply with these requirements can lead to administrative enforcement actions, the loss of required licenses and claims for monetary damages.
Our business revenues and profitability may be adversely affected by natural disasters or weather conditions. |
Homebuilders are particularly subject to natural disasters and severe weather conditions as they can delay our ability to timely complete homes, damage the partially complete or other unsold homes that are in our inventory and/or negatively impact the demand for homes. Our operations are located in many areas that are especially subject to natural disasters. To the extent that hurricanes, severe storms, floods, tornadoes or other natural disasters or similar weather events occur, our business may be adversely affected. To the extent our insurance is not adequate to cover business interruption or losses resulting from these events, our revenues and profitability may be adversely affected.
Risks Related to Our Common Stock
Technical Olympic S.A., our majority stockholder, can cause us to take certain actions or preclude us from taking actions without the approval of the other stockholders and may have interests that could conflict with your interests. |
Technical Olympic S.A. currently owns 90.64% of the voting power of our common stock and will own approximately 76.21% after this offering or 73.95% if the over-allotment is exercised in full. As a result, Technical Olympic S.A. has the ability to control the outcome of virtually all corporate actions requiring stockholder approval, including the election of a majority of our directors, the approval of any merger and other significant corporate actions. Technical Olympic S.A. may authorize actions or have interests that could conflict with your interests.
13
Control of our company by Technical Olympic S.A. could make it difficult for a third party to acquire us, which could affect the trading price of our common stock. |
Through its ownership of voting control of our common stock, Technical Olympic S.A. can prevent a change in control of us and may be able to prevent or discourage certain other transactions, such as tender offers or stock repurchases, that could give holders of our common stock the opportunity to realize a premium over the then-prevailing market price for their shares of common stock. Technical Olympic S.A.s ability to prevent these transactions could make our stock a less attractive investment.
Our issuance of preferred stock could make it difficult for another company to acquire us, which could depress the price of our common stock. |
Our board of directors has the authority to issue preferred stock and to determine the preferences, limitations and relative rights of shares of preferred stock and to fix the number of shares constituting any series and the designation of such series, without any further vote or action by our stockholders. The preferred stock could be issued with voting, liquidation, dividend and other rights superior to the rights of our common stock. The potential issuance of preferred stock may delay or prevent a change in control of us, discourage bids for the common stock at a premium over the market price, and adversely affect the market price and the voting and other rights of the holders of our common stock.
Our common stock price has been and could continue to be volatile, which could result in substantial losses for investors purchasing shares in this offering. |
Our common stock price has been, and could continue to be, volatile. These price fluctuations may be rapid and severe and may leave investors little time to react. Factors that affect the market price of our common stock include:
| the limited amount of our common stock held by our non-affiliates; | |
| quarterly variations in our operating results; | |
| general conditions in the homebuilding industry; | |
| changes in the markets expectations about our earnings; | |
| changes in financial estimates and recommendations by securities analysts concerning our company or the homebuilding industry in general; | |
| operating and stock price performance of other companies that investors deem comparable to us; | |
| news reports relating to trends in our markets; | |
| changes in laws and regulations affecting our business; | |
| sales of substantial amounts of common stock by our directors, executive officers or majority stockholder, Technical Olympic S.A., or the perception that such sales could occur; and | |
| general economic and political conditions such as recessions and acts of war or terrorism. |
Fluctuations in the price of our common stock could contribute to your losing all or part of your investment.
14
FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Discussions containing forward-looking statements may be found in the material set forth in the sections entitled Summary, Business and Managements Discussion and Analysis of Financial Condition and Results of Operations.
These statements concern expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Specifically, this prospectus contains forward-looking statements regarding:
| our expectations regarding growth opportunities in the homebuilding industry and our ability to successfully take advantage of such opportunities to expand our operations and maximize our financial returns; | |
| our expectations regarding population growth and median income growth trends and their impact on future housing demand in our markets; | |
| our expectation regarding the impact of geographic and customer diversification; | |
| our expectations that strong demand for new housing in our current markets will contribute to our growth; | |
| our belief that by leveraging our current operations, we will, over time, maximize our financial returns, strengthen our margins and increase our revenues and profitability; | |
| our ability to successfully integrate our current operations and any future acquisitions, and to recognize anticipated operating efficiencies, cost savings and revenue increases; | |
| our expectations regarding our land and homesite acquisition strategy and its impact on our business; | |
| our belief that homes in premier locations will continue to attract homebuyers in both strong and weak economic conditions; | |
| our intention to grow the financial services business; | |
| our belief regarding growth opportunities within our financial services business; | |
| our expectations regarding the impact of our business initiatives on our ability to capture repeat business, to minimize our exposure to adverse economic conditions and to increase our revenue; | |
| our expectations regarding the implementation of the Performance Improvement Plan and best practices initiatives across our operating divisions; | |
| our belief that we have adequate financial resources to meet our current and anticipated working capital and land and homesite acquisition and development needs; | |
| our expectations regarding the timing and benefits of expenditures related to modifying our corporate structure; | |
| the impact of inflation on our future results of operations; and | |
| our ability to pass through to our customers any increases in our costs. |
These forward-looking statements reflect our current views about future events and are subject to risks, uncertainties and assumptions. We caution readers that certain important factors may have affected and could in the future affect our actual results and could cause actual results to differ significantly from those expressed in any forward-looking statement. The most important factors that could prevent us from achieving our goals, and cause the assumptions underlying forward-looking statements and the actual
15
| our significant level of debt and the impact of the restrictions imposed on us by the terms of this debt; | |
| our ability to borrow or otherwise finance our business in the future; | |
| our ability to identify and acquire, at anticipated prices, additional homebuilding opportunities; | |
| our relationship with Technical Olympic S.A. and its control over our business activities; | |
| our ability to successfully integrate and to realize the expected benefits of recent acquisitions; | |
| economic or other business conditions that affect the desire or ability of our customers to purchase new homes in markets in which we conduct our business; | |
| a decline in the demand for, or the prices of, housing; | |
| a decline in the value of the land and home inventories we maintain; | |
| an increase in the cost of, or shortages in the availability of, skilled labor or construction materials; | |
| an increase in interest rates; | |
| our ability to successfully dispose of developed properties or undeveloped land or homesites at expected prices and within anticipated time frames; | |
| our ability to compete in our existing and future markets; and | |
| an increase or change in governmental regulations. |
We urge you to review carefully the section entitled Risk Factors in this prospectus for a more complete discussion of the risks related to our business and industry.
16
USE OF PROCEEDS
We will receive net proceeds of approximately $48.0 million from the sale of our common stock after deducting the underwriting discounts and commissions and estimated offering expenses payable by us. We will not receive any proceeds from shares of common stock sold by the selling stockholder in this offering.
We intend to use our net proceeds from this offering to repay amounts outstanding under our revolving credit facility. As of November 12, 2003, we had $84.0 million outstanding under our revolving credit facility. Our revolving credit facility expires on June 26, 2005. As of November 12, 2003 our loans outstanding under the revolving credit facility accrued interest at a rate of 4.63% per annum.
DIVIDEND POLICY
We declared a dividend on March 6, 2001 of $0.54 per share of common stock during the twelve months ended December 31, 2001, which would have been equal to $0.22 per share as restated to reflect the total shares outstanding as a result of the merger with Engle Homes. We did not declare or pay any cash dividends on our common stock during the twelve months ended December 31, 2000 or December 31, 2002, nor do we intend to declare or pay any dividends during the twelve months ending December 31, 2003. The credit agreement relating to our revolving credit facility and the indentures governing our senior notes and senior subordinated notes generally contain covenants that limit the amount of dividends or distributions we can pay on our common stock and the amount of common stock we can repurchase. Currently, under the terms of our revolving credit facility, we may not pay cash dividends in excess of 3% of our consolidated net income.
We currently intend to adopt a formal dividend policy permitting our board of directors to declare, from time to time and upon unanimous consent, cash dividends, subject to the restrictions described above and applicable law.
17
PRICE RANGE OF COMMON STOCK
Our common stock began trading on the Nasdaq National Market on March 12, 1998 under the symbol NHCH. Following the merger on June 25, 2002, our common stock began trading under the symbol TOUS. The table below sets forth the high and low sales price for our common stock as reported by the Nasdaq National Market for the periods indicated:
High | Low | ||||||||
Fiscal Year Ending December 31,
2003
|
|||||||||
First Quarter
|
$ | 17.67 | $ | 13.56 | |||||
Second Quarter
|
27.27 | 16.70 | |||||||
Third Quarter
|
28.56 | 23.20 | |||||||
Fourth Quarter (through November 13, 2003)
|
34.82 | 26.42 | |||||||
Fiscal Year Ended December 31,
2002
|
|||||||||
First Quarter
|
$ | 17.85 | $ | 13.09 | |||||
Second Quarter
|
18.50 | 13.00 | |||||||
Third Quarter
|
16.99 | 13.00 | |||||||
Fourth Quarter
|
17.00 | 13.10 | |||||||
Fiscal Year Ended December 31,
2001
|
|||||||||
First Quarter
|
$ | 13.00 | $ | 9.41 | |||||
Second Quarter
|
17.85 | 10.25 | |||||||
Third Quarter
|
14.00 | 7.49 | |||||||
Fourth Quarter
|
14.50 | 7.83 |
On November 13, 2003, the closing price for our common stock on the Nasdaq National Market was $26.51. As of November 12, 2003, there were approximately 29 holders of record of our common stock.
18
CAPITALIZATION
The following table sets forth our consolidated capitalization as of September 30, 2003.
Our capitalization is presented:
| on an actual basis; and | |
| as adjusted to reflect the application of the estimated net proceeds to be received by us from this offering. |
You should read this table in conjunction with Selected Financial Data included elsewhere in this prospectus and our consolidated financial statements and the related notes included elsewhere in this prospectus.
As of September 30, 2003 | ||||||||||
Actual | As Adjusted | |||||||||
(Dollars in thousands) | ||||||||||
Cash and cash equivalents:
|
||||||||||
Unrestricted
|
$ | 41,849 | $ | 44,849 | ||||||
Restricted(1)
|
51,763 | 51,763 | ||||||||
Total cash and cash equivalents
|
$ | 93,612 | $ | 96,612 | ||||||
Debt:
|
||||||||||
Revolving credit facility(2)
|
45,000 | | ||||||||
9% Senior Notes(3)
|
300,000 | 300,000 | ||||||||
10 3/8% Senior Subordinated Notes(3)
|
185,000 | 185,000 | ||||||||
Other(4)
|
6,836 | 6,836 | ||||||||
Total homebuilding borrowings
|
536,836 | 491,836 | ||||||||
Financial services borrowings(5)
|
42,374 | 42,374 | ||||||||
Total borrowings(6)
|
579,210 | 534,210 | ||||||||
Equity:
|
||||||||||
Common stock $.01 par value (67,000,000 shares
authorized; 27,889,036 shares issued and outstanding, actual and
29,889,036 shares issued and outstanding, as adjusted)
|
279 | 299 | ||||||||
Additional paid-in capital
|
322,560 | 370,540 | ||||||||
Retained earnings
|
144,904 | 144,904 | ||||||||
Total stockholders equity
|
467,743 | 515,743 | ||||||||
Total capitalization
|
$ | 1,046,953 | $ | 1,049,953 | ||||||
(1) | Represents deposits held in escrow by our title subsidiaries pursuant to purchase contracts or as required by law and compensating balances under letters of credit. |
(2) | As of November 12, 2003, we had approximately $84.0 million outstanding under our revolving credit facility. |
(3) | Excludes the original issue discount in the aggregate of $5.2 million, associated with sales of the 9% Senior Notes during February 2003 and the 10 3/8% Senior Subordinated Notes during April 2003. |
(4) | Represents primarily construction and homesite loans from financial institutions. |
(5) | Represents a warehouse line of credit used to provide financing for the origination of mortgage loans. |
(6) | Does not include consolidated land bank obligations of $109.1 million, all of which are non-recourse to us. |
19
SELECTED FINANCIAL DATA
The following table sets forth our selected financial data and other operating information. The selected financial data in the table for the five years ended December 31, 2002 have been derived from our audited consolidated financial statements. The selected financial data in the table for the nine month periods ended September 30, 2002 and 2003 have been derived from unaudited consolidated financial statements. The unaudited consolidated financial statements include all adjustments, consisting of normal recurring accruals, which we consider necessary for a fair presentation of the consolidated financial position and the results of operations for these periods. Operating results for the nine months ended September 30, 2003 are not necessarily indicative of the results that may be expected for the entire year ending December 31, 2003. The data should be read in conjunction with the consolidated financial statements, related notes, and other financial information included herein.
Nine Months Ended | |||||||||||||||||||||||||||||
Year Ended December 31, | September 30, | ||||||||||||||||||||||||||||
1998 | 1999(1) | 2000(2)(3) | 2001(2)(3) | 2002(2)(3) | 2002(2)(3) | 2003 | |||||||||||||||||||||||
(Dollars in thousands, except per share data) | |||||||||||||||||||||||||||||
Consolidated Statement of Income
Data:
|
|||||||||||||||||||||||||||||
Homebuilding:
|
|||||||||||||||||||||||||||||
Revenues
|
$ | 406,353 | $ | 420,748 | $ | 546,666 | $ | 1,392,912 | $ | 1,377,092 | $ | 997,199 | $ | 1,159,324 | |||||||||||||||
Cost of sales
|
339,094 | 345,592 | 440,939 | 1,108,286 | 1,100,305 | 793,794 | 923,640 | ||||||||||||||||||||||
Gross profit
|
67,259 | 75,156 | 105,727 | 284,626 | 276,787 | 203,405 | 235,684 | ||||||||||||||||||||||
Selling, general and administrative expenses
|
43,614 | 47,503 | 63,832 | 152,063 | 163,726 | 112,871 | 146,355 | ||||||||||||||||||||||
Variable stock-based compensation expense
|
| | | | | | 925 | ||||||||||||||||||||||
Depreciation and amortization expense
|
3,287 | 2,239 | 3,112 | 8,849 | 5,952 | 4,540 | 6,125 | ||||||||||||||||||||||
Severance and merger related expenses
|
| | | 2,643 | 19,963 | 18,593 | 534 | ||||||||||||||||||||||
Loss on early retirement of debt
|
| | | | 5,411 | 5,411 | | ||||||||||||||||||||||
Other income, net
|
(74 | ) | 867 | 2,264 | (3,941 | ) | (5,838 | ) | (1,826 | ) | (2,719 | ) | |||||||||||||||||
Homebuilding pretax income
|
20,432 | 24,547 | 36,519 | 125,012 | 87,573 | 63,816 | 84,464 | ||||||||||||||||||||||
Financial services:
|
|||||||||||||||||||||||||||||
Revenues
|
| | 2,562 | 32,659 | 40,214 | 26,147 | 35,591 | ||||||||||||||||||||||
Expenses
|
| | 1,635 | 17,688 | 20,846 | 15,254 | 21,726 | ||||||||||||||||||||||
Financial services pretax income
|
| | 927 | 14,971 | 19,368 | 10,893 | 13,865 | ||||||||||||||||||||||
Income from continuing operations before income
taxes
|
20,432 | 24,547 | 37,446 | 139,983 | 106,941 | 74,709 | 98,329 | ||||||||||||||||||||||
Income tax expense
|
7,637 | 8,721 | 13,672 | 52,218 | 39,900 | 27,879 | 35,891 | ||||||||||||||||||||||
Income from continuing operations
|
$ | 12,795 | $ | 15,826 | $ | 23,774 | $ | 87,765 | $ | 67,041 | $ | 46,830 | $ | 62,438 | |||||||||||||||
Per Share Data:
|
|||||||||||||||||||||||||||||
Income from continuing operations
|
|||||||||||||||||||||||||||||
Basic
|
$ | 1.16 | $ | 1.38 | $ | 1.79 | $ | 3.15 | $ | 2.40 | $ | 1.68 | $ | 2.24 | |||||||||||||||
Diluted
|
$ | 1.16 | $ | 1.38 | $ | 1.79 | $ | 3.15 | $ | 2.40 | $ | 1.68 | $ | 2.23 | |||||||||||||||
Income from discontinued operations (basic and
diluted)
|
$ | | $ | 0.13 | $ | 0.48 | $ | 0.22 | $ | 0.18 | $ | 0.18 | $ | |
20
Nine Months Ended | |||||||||||||||||||||||||||||
Year Ended December 31, | September 30, | ||||||||||||||||||||||||||||
1998 | 1999(1) | 2000(2)(3) | 2001(2)(3) | 2002(2)(3) | 2002(2)(3) | 2003 | |||||||||||||||||||||||
(Dollars in thousands, except per share data) | |||||||||||||||||||||||||||||
Book value based on shares outstanding at end of
period
|
$ | 7.84 | $ | 9.53 | $ | 12.74 | $ | 14.83 | $ | 14.53 | $ | 13.81 | $ | 16.78 | |||||||||||||||
Cash dividends(4)
|
$ | | $ | | $ | | $ | 0.22 | $ | | $ | | $ | | |||||||||||||||
Weighted average number of common shares
outstanding
|
|||||||||||||||||||||||||||||
Basic
|
11,035,342 | 11,500,000 | 13,250,062 | 27,878,787 | 27,878,787 | 27,878,787 | 27,886,746 | ||||||||||||||||||||||
Diluted
|
11,035,342 | 11,500,000 | 13,250,062 | 27,878,787 | 27,878,787 | 27,878,787 | 28,055,323 | ||||||||||||||||||||||
Operating Data:
|
|||||||||||||||||||||||||||||
Homes delivered
|
1,874 | 1,620 | 1,994 | 5,304 | 5,085 | 3,713 | 4,332 | ||||||||||||||||||||||
Average sales price per home delivered
|
$ | 216 | $ | 255 | $ | 271 | $ | 259 | $ | 265 | $ | 265 | $ | 262 | |||||||||||||||
New sales contracts, net of cancellations
|
2,036 | 1,569 | 1,819 | 4,967 | 5,009 | 3,901 | 5,231 | ||||||||||||||||||||||
Homes in backlog at end of period
|
591 | 540 | 2,486 | 2,149 | 2,280 | 2,337 | 3,327 | ||||||||||||||||||||||
Sales value of homes in backlog at end of period
|
$ | 141,643 | $ | 137,582 | $ | 629,348 | $ | 573,405 | $ | 636,922 | $ | 659,893 | $ | 902,890 |
As of September 30, 2003 | ||||
(Dollars in thousands) | ||||
Consolidated Statement of Financial Condition
Data:
|
||||
Inventory
|
$ | 1,041,350 | ||
Total assets
|
$ | 1,360,616 | ||
Homebuilding borrowings
|
$ | 531,671 | ||
Total borrowings(5)(6)
|
$ | 574,045 | ||
Stockholders equity
|
$ | 467,743 |
(1) | Technical Olympic acquired 80% of our common stock on December 15, 1999. Consequently, our audited financial statements for 1999 present the results of operations in two columns on a predecessor and successor basis. The predecessor column includes the results of operations from January 1, 1999 to December 15, 1999. The successor column includes the results of operations from December 16, 1999 to December 31, 1999. In the above table, the financial data reflects our operations on a full-year basis, which represents the total of the predecessor and successor columns. |
(2) | On June 25, 2002, we completed the merger with Engle Holdings. As both entities were under the common control of Technical Olympic, the merger was accounted for as a reorganization of entities under common control. In accordance with Statement of Financial Accounting Standards (SFAS) No. 141, Business Combinations, we recognized the acquired assets and liabilities of Engle Holdings at their historical carrying amounts. As both entities came under common control of Technical Olympic on November 22, 2000, our financial statements and other operating data have been restated to include the operations of Engle Holdings from November 22, 2000. See note 1 to our consolidated financial statements included elsewhere in this prospectus. |
(3) | On April 15, 2002, we completed the sale of Westbrooke, formerly one of our Florida homebuilding subsidiaries. In accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, the results of Westbrookes operations have been classified as discontinued operations and prior periods have been restated. See note 8 to our consolidated financial statements included elsewhere in this prospectus. |
(4) | Cash dividends per share have been restated to reflect the total shares outstanding as a result of the merger with Engle Holdings. |
21
(5) | Total borrowings includes Homebuilding borrowings and Financial Services borrowings. Total borrowings does not include consolidated land bank obligations of $109.1 million, all of which are non-recourse to us. |
(6) | Excludes the original issue discount in the aggregate of $5.2 million, associated with sales of the 9% Senior Notes during February 2003 and the 10 3/8% Senior Subordinated Notes during April 2003. |
22
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
Overview
We generate our revenues from our homebuilding operations (Homebuilding) and financial services operations (Financial Services). In accordance with Statement of Financial Accounting Standards (SFAS) No. 131, Disclosures about Segments of an Enterprise and Related Information, we have determined that Homebuilding and Financial Services comprise our operating segments. Through our Homebuilding operations, we design, build, and market high-quality detached single-family residences, town homes and condominiums in 14 metropolitan markets located in four major geographic regions: Florida, the Mid-Atlantic, Texas and the West.
Florida | Mid-Atlantic | Texas | West | |||
Jacksonville
|
Baltimore/Southern Pennsylvania | Austin | Colorado | |||
Orlando
|
Nashville | Dallas/Ft. Worth | Las Vegas | |||
Southeast Florida
|
Northern Virginia | Houston | Phoenix | |||
Southwest Florida
|
San Antonio |
Our Homebuilding operations generate the majority of their revenue from the sale of homes to homebuyers and to a lesser degree from the sale of land and homesites to other homebuilders. Our homes are designed to appeal to a diverse group of homebuyers, such as first-time homebuyers, move-up homebuyers, homebuyers who are relocating to a new city or state, buyers of second or vacation homes, active-adult homebuyers, and homebuyers with grown children who want a smaller home (empty-nesters). Our homes are generally sold in advance of their construction. Once a sales contract has been signed, we classify the transaction as a new sales contract and include the home in backlog. Such sales contracts are usually subject to certain contingencies such as the buyers ability to qualify for financing. Revenue from the sale of homes and the sale of land is recognized at closing when title passes to the buyer. At this point a home is considered to be delivered and is removed from backlog. The principal expenses of our Homebuilding operations are (i) cost of sales and (ii) selling, general and administrative (SG&A) expenses. Homebuilding cost of sales consists primarily of the cost of home construction, the acquisition cost of land and the cost of land development. SG&A expenses for our Homebuilding operations include administrative costs, advertising expenses, on-site marketing expenses, commission costs, and closing costs.
At September 30, 2003, we were marketing homes in 206 communities; by comparison, at September 30, 2002 we were marketing homes in 145 communities.
As part of our objective to provide homebuyers a seamless home purchasing experience, we have developed, and are expanding, our complementary financial services business. As part of this business, we provide mortgage financing and closing services and offer title, homeowners and other insurance products. Our mortgage financing operation derives most of its revenues from buyers of our homes, although it also offers its services to existing homeowners refinancing their mortgages. By comparison, our closing services and our insurance agency operations are used by our homebuyers as well as a broad range of other clients purchasing or refinancing residential or commercial real estate. Our mortgage financing operations revenues consist primarily of origination and premium fee income, interest income, and the gain on the sale of the mortgages. Our title operations revenues consist primarily of title insurance and closing services. All of our underwriting risk associated with title and homeowners insurance policies is transferred to third-party insurers. The principal expenses of our Financial Services operations are SG&A expenses, which consist primarily of compensation and interest expense on our warehouse line of credit.
Recent Transactions
On April 22, 2003, we issued an additional $35.0 million of our 10 3/8% Senior Subordinated Notes due 2012, which we refer to as the April 2003 Senior Subordinated Notes, at a price of 98.5% of the principal amount plus interest accrued since January 1, 2003. The net proceeds of approximately $34.5 million were
23
On April 4, 2003, we amended our revolving credit facility to increase the amount we are permitted to borrow to the lesser of (i) $305.0 million, or (ii) our borrowing base (calculated in accordance with the revolving credit facility agreement) minus our outstanding senior debt, and to increase the amount of the letter of credit subfacility to $80.0 million. Subsequently, we increased the size of the facility to provide up to an additional $10.0 million of revolving loans. In addition, we have the right to increase the size of the facility to provide for up to an additional $10.0 million of revolving loans, subject to meeting certain requirements.
On February 28, 2003, we acquired the net assets of The James Construction Company, a homebuilder operating in the greater Denver, Colorado area, for approximately $22.0 million in cash. In addition, we are obligated to pay an additional $1.4 million to the sellers over a two-year period.
On February 6, 2003, we acquired the net assets of Trophy Homes, Inc., a homebuilder operating in Las Vegas, Nevada, and certain homesites for approximately $36.2 million in cash. In addition, if certain targets are met regarding home deliveries during 2003 and 2004, we will be obligated to pay up to an additional $2.5 million to the sellers over a two-year period. Of this amount, we paid $1.3 million of additional consideration during the nine months ended September 30, 2003.
On February 3, 2003, we issued $100.0 million of 9% Senior Notes due 2010, which we refer to as the February 2003 Senior Notes, at a price of 94.836% of the principal amount plus interest accrued since January 1, 2003. The net proceeds of approximately $93.6 million were primarily used to repay amounts outstanding under our credit facility. The February 2003 Senior Notes were issued pursuant to an indenture with substantially the same terms and conditions as the indenture pursuant to which we issued our $200.0 million of 9% Senior Notes due 2010 that we issued in June 2002, which we refer to as the June 2002 Senior Notes.
Critical Accounting Policies
In the preparation of our consolidated financial statements, we apply accounting principles generally accepted in the United States. The application of generally accepted accounting principles may require management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying results. Listed below are those policies that we believe are critical and require the use of complex judgment in their application.
Homebuilding Revenues and Cost of Sales
Revenue from the sale of homes and the sale of land and homesites is recognized at closing when title passes to the buyer and all of the following conditions are met: a sale is consummated; a significant down payment is received; the earnings process is complete; and the collection of any remaining receivables is reasonably assured. As a result, our revenue recognition process does not involve significant judgments or estimates. However, we do rely on certain estimates to determine the related construction and land costs and resulting gross profit associated with revenues recognized. Our construction and land costs are comprised of direct and allocated costs, including interest, indirect construction costs and estimated costs for future warranties and indemnities. Our estimates are based on historical results, adjusted for current factors. Land, land improvements and other common costs are generally allocated on a relative fair value basis to units within a parcel or community. Land and land development costs generally include related interest and property taxes incurred until construction is substantially completed.
24
Financial Services Revenues and Expenses
Our Financial Services operations generate their revenues from their mortgage financing and title operations. Our mortgage financing operations revenues consist primarily of origination and premium fee income, interest income and the gain on the sale of the mortgages. Revenue from our mortgage financing operations is generally recognized when the mortgage loans and related servicing rights are sold to third-party investors. Substantially all of our mortgages are sold to private investors within 30 days of closing. Title operations revenues consist primarily of title insurance agency and closing services, which are recognized as homes are closed. As a result, our revenue recognition process does not involve significant judgments or estimates.
Impairment of Long-Lived Assets
Housing projects and land/homesites under development are stated at the lower of costs or net realizable value. Property and equipment is carried at cost less accumulated depreciation. We assess these assets for impairment in accordance with the provisions of SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. SFAS No. 144 requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets is measured by comparing the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. These evaluations for impairment are significantly impacted by estimates of revenues, costs and expenses and other factors. If these assets are considered to be impaired, the impairment loss to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets.
Goodwill
Effective January 1, 2002, we adopted the provisions of SFAS No. 142, Goodwill and Other Intangible Assets. Upon the adoption of SFAS No. 142, goodwill is no longer subject to amortization. Goodwill is subject to at least an annual assessment for impairment by applying a fair value-based test. If the carrying amount exceeds the fair value, goodwill is considered to be impaired. We continually evaluate whether events and circumstances have occurred that indicate the remaining balance of goodwill may not be recoverable. In evaluating impairment, we estimate the sum of the expected future cash flows derived from such goodwill. Such evaluations for impairment are significantly impacted by estimates of future revenues, costs and expenses and other factors. If the goodwill is considered to be impaired, the impairment loss to be recognized is measured by the amount by which the carrying amount of the goodwill exceeds the fair value of the expected future cash flows.
Homesite Option Contracts and Consolidation of Variable Interest Entities
We enter into option contracts with land sellers and third-party financial entities as a method of acquiring developed homesites. From time to time to leverage our ability to acquire and finance the development of these homesites, we transfer our option right to third parties. Option contracts generally require the payment of a non-refundable cash deposit or the issuance of a letter of credit for the right to acquire homesites over a specified period of time at predetermined prices. Typically, our deposits or letters of credit are less than 20% of the underlying purchase price. We generally have the right at our discretion to terminate our obligations under these option agreements by forfeiting our cash deposit or repaying amounts drawn under the letter of credit with no further financial responsibility. We do not have legal title to these assets. Additionally, we do not have an investment in the third-party acquirer and do not guarantee their liabilities. However, if certain conditions are met, including the deposit and/or letters of credit exceeding certain significance levels as compared to the remaining homesites under the option contract, we will include the homesites in inventory with a corresponding liability in consolidated land bank obligations. At September 30, 2003, we owned 13,796 homesites, or 29% of our homesite supply, and had option contracts on 33,822 homesites, or 71% of our homesite supply.
25
In January 2003, the Financial Accounting Standards Board (FASB) issued FASB Interpretation (Interpretation) No. 46, Consolidation of Variable Interest Entities. Interpretation No. 46 is applied immediately to variable interest entities (VIEs) created after January 31, 2003, and with respect to variable interests held before February 1, 2003, Interpretation No. 46 will apply beginning with interim and annual periods ending on or after December 15, 2003. Interpretation No. 46 addresses consolidation by business enterprises of VIEs which have one or both of the following characteristics: (1) the equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated support from other parties, which is provided through other interests that will absorb some or all of the expected losses of the entity; or (2) the equity investors lack one or more of the following essential characteristics of a controlling financial interest: (a) the direct or indirect ability to make decisions about the entitys activities through voting rights or similar rights; or (b) the obligation to absorb the expected losses of the entity if they occur, which makes it possible for the entity to finance its activities; or (c) the right to receive the expected residual returns of the entity if they occur, which is the compensation for the risk of absorbing the expected losses.
Generally, in the homebuilding industry, homebuilders will enter into option contracts for the purchase of land or homesites with entities that may qualify as VIEs. We believe that Interpretation No. 46 will have to be evaluated as it relates to these and similar types of arrangements. In applying Interpretation No. 46 to our homesite option contracts, estimates regarding cash flows and other assumptions have to be made. We believe that our critical assumptions are reasonable based on historical evidence and industry practice. Based on our analysis of contracts entered into after January 31, 2003, we determined that we are the primary beneficiary of certain of these homesite option contracts. Consequently, Interpretation No. 46 requires us to consolidate the assets (homesites) at their fair value, although (1) we have no legal title to the assets, (2) our maximum exposure to loss is limited to the deposits or letters of credits placed with these entities, and (3) creditors, if any, of these entities have no recourse against us. The effect of the consolidation was to increase inventory by $55.5 million, excluding deposits of $4.6 million which had been previously recorded, with a corresponding increase to consolidated land bank obligations in the accompanying consolidated statement of financial condition as of September 30, 2003.
Warranty Reserves
In the normal course of business we will incur warranty related costs associated with homes which have been delivered to the homebuyers. Warranty reserves are established by charging cost of sales and recognizing a liability for the estimated warranty costs for each home that is delivered. We monitor this reserve on a monthly basis by evaluating the historical warranty experience in each market in which we operate, and the reserve is adjusted as appropriate for current quantitative and qualitative factors. Actual future warranty costs could differ from our currently estimated amounts.
26
Results of Operations
Selected Financial and Other Information |
The following table includes selected consolidated statement of income and other data (dollars in thousands):
Nine Months Ended | |||||||||||||||||||||
Year Ended December 31, | September 30, | ||||||||||||||||||||
2000 | 2001 | 2002 | 2002 | 2003 | |||||||||||||||||
Homebuilding:
|
|||||||||||||||||||||
Revenues:
|
|||||||||||||||||||||
Home sales
|
$ | 540,323 | $ | 1,374,551 | $ | 1,349,713 | $ | 985,243 | $ | 1,133,967 | |||||||||||
Land sales
|
6,343 | 18,361 | 27,379 | 11,956 | 25,357 | ||||||||||||||||
546,666 | 1,392,912 | 1,377,092 | 997,199 | 1,159,324 | |||||||||||||||||
Cost of sales:
|
|||||||||||||||||||||
Home sales
|
434,736 | 1,091,626 | 1,075,875 | 783,009 | 907,392 | ||||||||||||||||
Land sales
|
6,203 | 16,660 | 24,430 | 10,785 | 16,248 | ||||||||||||||||
440,939 | 1,108,286 | 1,100,305 | 793,794 | 923,640 | |||||||||||||||||
Gross profit
|
105,727 | 284,626 | 276,787 | 203,405 | 235,684 | ||||||||||||||||
Selling, general & administrative expenses
|
63,832 | 152,063 | 163,726 | 112,871 | 146,355 | ||||||||||||||||
Variable stock-based compensation expense
|
| | | | 925 | ||||||||||||||||
Depreciation and amortization expense
|
3,112 | 8,849 | 5,952 | 4,540 | 6,125 | ||||||||||||||||
Severance and merger related expenses
|
| 2,643 | 19,963 | 18,593 | 534 | ||||||||||||||||
Loss on early retirement of debt
|
| | 5,411 | 5,411 | | ||||||||||||||||
Other (income) expense, net
|
2,264 | (3,941 | ) | (5,838 | ) | (1,826 | ) | (2,719 | ) | ||||||||||||
Homebuilding pretax income
|
36,519 | 125,012 | 87,573 | 63,816 | 84,464 | ||||||||||||||||
Financial Services:
|
|||||||||||||||||||||
Revenues
|
2,562 | 32,659 | 40,214 | 26,147 | 35,591 | ||||||||||||||||
Expenses
|
1,635 | 17,688 | 20,846 | 15,254 | 21,726 | ||||||||||||||||
Financial Services pretax income
|
927 | 14,971 | 19,368 | 10,893 | 13,865 | ||||||||||||||||
Income from continuing operations before income
taxes
|
37,446 | 139,983 | 106,941 | 74,709 | 98,329 | ||||||||||||||||
Income tax expense
|
13,672 | 52,218 | 39,900 | 27,879 | 35,891 | ||||||||||||||||
Income from continuing operations
|
$ | 23,774 | $ | 87,765 | $ | 67,041 | $ | 46,830 | $ | 62,438 | |||||||||||
Other Data:
|
|||||||||||||||||||||
EBITDA(1)
|
$ | 53,551 | $ | 184,160 | $ | 142,757 | $ | 100,545 | $ | 129,445 | |||||||||||
Homes delivered
|
1,994 | 5,304 | 5,085 | 3,713 | 4,332 | ||||||||||||||||
Average sales price per home delivered
|
$ | 271 | $ | 259 | $ | 265 | $ | 265 | $ | 262 | |||||||||||
Gross margin on revenue from home sales
|
19.5 | % | 20.6 | % | 20.3 | % | 20.5 | % | 20.0 | % | |||||||||||
Ratio of SG&A expenses to Homebuilding
revenues
|
11.7 | % | 10.9 | % | 11.9 | % | 11.3 | % | 12.6 | % | |||||||||||
Ratio of Homebuilding pretax income to
Homebuilding revenues
|
6.7 | % | 9.0 | % | 6.4 | % | 6.4 | % | 7.3 | % |
27
Nine Months Ended | ||||||||||||||||||||
Year Ended December 31, | September 30, | |||||||||||||||||||
2000 | 2001 | 2002 | 2002 | 2003 | ||||||||||||||||
Homes in backlog at end of period
|
2,486 | 2,149 | 2,280 | 2,337 | 3,327 | |||||||||||||||
Sales value of homes in backlog at end of period
|
$ | 629,348 | $ | 573,405 | $ | 636,922 | $ | 659,893 | $ | 902,890 | ||||||||||
Total active communities at period end
|
161 | 146 | 159 | 145 | 206 |
(1) | EBITDA represents earnings from continuing operations before interest, taxes, depreciation and amortization and consists of the sum of income from continuing operations before: (a) income taxes, (b) amortization of capitalized interest in cost of sales, (c) Homebuilding interest expense and (d) depreciation and amortization. We have included information concerning EBITDA because we believe that it is an indication of the profitability of our core operations and reflects the changes in our operating results. We do not use EBITDA as a measure of our liquidity because we do not believe it is a meaningful indication of our cash flow. EBITDA is not required by generally accepted accounting principles, or GAAP, and other companies may calculate EBITDA differently. EBITDA should not be considered as an alternative to operating income or to cash flows from operating activities (as determined in accordance with GAAP) and should not be construed as an indication of our operating performance or a measure of our liquidity. A reconciliation of EBITDA to net income, the most directly comparable GAAP performance measure, is provided below (dollars in thousands): |
Nine Months Ended | ||||||||||||||||||||
Year Ended December 31, | September 30, | |||||||||||||||||||
2000 | 2001 | 2002 | 2002 | 2003 | ||||||||||||||||
Net income
|
$ | 30,095 | $ | 94,037 | $ | 72,004 | $ | 51,793 | $ | 62,438 | ||||||||||
Less: income from discontinued operations, net of
taxes
|
(6,321 | ) | (6,272 | ) | (4,963 | ) | (4,963 | ) | | |||||||||||
Income from continuing operations
|
23,774 | 87,765 | 67,041 | 46,830 | 62,438 | |||||||||||||||
Add: income taxes
|
13,672 | 52,218 | 39,900 | 27,879 | 35,891 | |||||||||||||||
Add: interest in cost of sales
|
9,711 | 34,241 | 28,133 | 20,542 | 24,991 | |||||||||||||||
Add: interest expense
|
3,282 | 1,087 | 257 | 754 | | |||||||||||||||
Add: depreciation and amortization expense
|
3,112 | 8,849 | 7,426 | 4,540 | 6,125 | |||||||||||||||
EBITDA
|
$ | 53,551 | $ | 184,160 | $ | 142,757 | $ | 100,545 | $ | 129,445 | ||||||||||
Selected Homebuilding Operating Data |
The following table sets forth home sales and backlog data by region (dollars in thousands):
Nine Months Ended | |||||||||||||||||||||
Year Ended December 31, | September 30, | ||||||||||||||||||||
2000 | 2001 | 2002 | 2002 | 2003 | |||||||||||||||||
Homes delivered:
|
|||||||||||||||||||||
Florida
|
178 | 1,931 | 2,024 | 1,477 | 1,628 | ||||||||||||||||
Mid-Atlantic
|
280 | 693 | 564 | 416 | 472 | ||||||||||||||||
Texas
|
1,441 | 1,623 | 1,539 | 1,141 | 1,127 | ||||||||||||||||
West
|
95 | 1,057 | 958 | 679 | 1,105 | ||||||||||||||||
Total
|
1,994 | 5,304 | 5,085 | 3,713 | 4,332 | ||||||||||||||||
28
Nine Months Ended | |||||||||||||||||||||
Year Ended December 31, | September 30, | ||||||||||||||||||||
2000 | 2001 | 2002 | 2002 | 2003 | |||||||||||||||||
Average sales price per home
delivered:
|
|||||||||||||||||||||
Florida
|
$ | 215 | $ | 227 | $ | 245 | $ | 246 | $ | 242 | |||||||||||
Mid-Atlantic
|
$ | 259 | $ | 308 | $ | 351 | $ | 339 | $ | 325 | |||||||||||
Texas
|
$ | 273 | $ | 267 | $ | 258 | $ | 261 | $ | 262 | |||||||||||
West
|
$ | 259 | $ | 274 | $ | 269 | $ | 269 | $ | 263 | |||||||||||
Company average
|
$ | 271 | $ | 259 | $ | 265 | $ | 265 | $ | 262 | |||||||||||
Revenues from home sales:
|
|||||||||||||||||||||
Florida
|
$ | 38,216 | $ | 437,784 | $ | 496,731 | $ | 363,668 | $ | 394,536 | |||||||||||
Mid-Atlantic
|
83,671 | 213,571 | 197,773 | 141,161 | 153,563 | ||||||||||||||||
Texas
|
393,873 | 433,389 | 397,129 | 297,511 | 294,750 | ||||||||||||||||
West
|
24,563 | 289,807 | 258,080 | 182,903 | 291,118 | ||||||||||||||||
Total
|
$ | 540,323 | $ | 1,374,551 | $ | 1,349,713 | $ | 985,343 | $ | 1,133,967 | |||||||||||
New sales contracts, net of
cancellations:
|
|||||||||||||||||||||
Florida
|
154 | 1,987 | 1,809 | 1,342 | 2,050 | ||||||||||||||||
Mid-Atlantic
|
205 | 524 | 569 | 470 | 503 | ||||||||||||||||
Texas
|
1,362 | 1,511 | 1,515 | 1,240 | 1,356 | ||||||||||||||||
West
|
98 | 945 | 1,116 | 849 | 1,322 | ||||||||||||||||
Total
|
1,819 | 4,967 | 5,009 | 3,901 | 5,231 | ||||||||||||||||
Homes in backlog at end of period:
|
|||||||||||||||||||||
Florida
|
1,217 | 1,273 | 1,195 | 1,138 | 1,617 | ||||||||||||||||
Mid-Atlantic
|
338 | 169 | 244 | 223 | 275 | ||||||||||||||||
Texas
|
514 | 402 | 378 | 501 | 607 | ||||||||||||||||
West
|
417 | 305 | 463 | 475 | 828 | ||||||||||||||||
Total
|
2,486 | 2,149 | 2,280 | 2,337 | 3,327 | ||||||||||||||||
Sales value of homes in backlog at end of
period:
|
|||||||||||||||||||||
Florida
|
$ | 286,100 | $ | 326,026 | $ | 314,253 | $ | 312,137 | $ | 429,156 | |||||||||||
Mid-Atlantic
|
95,831 | 59,991 | 89,684 | 93,332 | 102,880 | ||||||||||||||||
Texas
|
135,517 | 105,283 | 103,017 | 125,659 | 152,631 | ||||||||||||||||
West
|
111,900 | 82,105 | 129,968 | 128,765 | 218,223 | ||||||||||||||||
Total
|
$ | 629,348 | $ | 573,405 | $ | 636,922 | $ | 659,893 | $ | 902,890 | |||||||||||
Nine Months Ended September 30, 2003 Compared to Nine Months Ended September 30, 2002
Income from continuing operations increased to $62.4 million (or $2.23 per diluted share) during the nine months ended September 30, 2003, from $46.8 million (or $1.68 per diluted share) during the nine months ended September 30, 2002. The increase in income from continuing operations is attributable to an increase in Homebuilding pretax income to $84.5 million during the nine months ended September 30, 2003, from $63.8 million during the nine months ended September 30, 2002, however, the results for the prior year included merger and severance related expenses of $18.6 million and a $5.4 million loss on the early retirement of debt as compared to a net charge of $0.5 million in severance expenses during the nine months ended September 30, 2003. Additionally, we experienced an increase in Financial Services pretax
29
Total revenues increased to $1.19 billion during the nine months ended September 30, 2003, from $1.02 billion during the nine months ended September 30, 2002. The increase of 17% is attributable to increases in Homebuilding revenues and Financial Services revenues of 16% and 36%, respectively.
Our effective tax rate attributable to income from continuing operations decreased to 36.5% during the nine months ended September 30, 2003, from 37.3% during the nine months ended September 30, 2002. The decrease is due primarily to expected reductions in state taxes as a result of modifying our corporate structure and other tax planning initiatives.
Homebuilding |
During the nine months ended September 30, 2003, Homebuilding revenues increased to $1.16 billion from $997.2 million for the nine months ended September 30, 2002. This increase of 16% is primarily attributable to an increase in revenues from home sales to $1.13 billion during the nine months ended September 30, 2003, from $985.2 million during the nine months ended September 30, 2002. This increase of 15% is due to a 17% increase in home deliveries to 4,332 for the nine months ended September 30, 2003, from 3,713 during the nine months ended September 30, 2002. This increase was partially offset by a slight decrease in our average selling price on homes delivered to $262,000 during the nine months ended September 30, 2003, from $265,000 during the nine months ended September 30, 2002. In addition, we generated higher revenues from land sales. For the nine months ended September 30, 2003, we generated revenues from land sales of $25.4 million as compared to $12.0 million for the nine months ended September 30, 2002.
Our Florida region realized an increase in revenue from home sales of $30.8 million, or 8%, to $394.5 million during the nine months ended September 30, 2003. This increase is primarily due to a 10% increase in home deliveries to 1,628, which was partially offset by a slight decrease in the average selling price of homes delivered to $242,000 during the nine months ended September 30, 2003, as compared to 1,477 home deliveries and an average selling price of homes delivered of $246,000 during the nine months ended September 30, 2002. The increase in home deliveries is primarily due to the deliveries generated by our Jacksonville division, which was acquired during the fourth quarter of 2002.
Our Mid-Atlantic region realized an increase in revenue from home sales of $12.4 million, or 9%, to $153.6 million during the nine months ended September 30, 2003. This increase is primarily due to a 13% increase in home deliveries to 472, which was partially offset by a decline in our average selling price to $325,000 during the nine months ended September 30, 2003, as compared to 416 home deliveries and an average selling price of homes delivered of $339,000 during the nine months ended September 30, 2002. The increase in home deliveries is primarily attributable to the deliveries generated by our Baltimore division, which was acquired during the fourth quarter of 2002. This increase in home deliveries by our Baltimore division was partially offset by a decline in home deliveries by our Virginia division, which had a shortage of available product during the period as compared to the prior year due to the timing of new community openings.
Our Texas region realized a slight decline in revenue from home sales of $2.7 million, or 1%, to $294.8 million during the nine months ended September 30, 2003. This decrease is primarily due to a 1% decline in home deliveries to 1,127 during the nine months ended September 30, 2003, as compared to 1,141 home deliveries during the nine months ended September 30, 2002. The unit volume for the nine months ended September 30, 2003 continues to reflect the slower demand for new housing in several of our Texas markets. The decline in home deliveries was partially offset by a slight increase in our average selling price in this region to $262,000 for the nine months ended September 30, 2003, as compared to $261,000 for the nine months ended September 30, 2002.
Our West region realized an increase in revenue from home sales of $108.2 million, or 59%, to $291.1 million for the nine months ended September 30, 2003. This increase is due to a 63% increase in home
30
For the nine months ended September 30, 2003, our Homebuilding gross profit increased by $32.3 million, or 16%, to $235.7 million from $203.4 million during the nine months ended September 30, 2002. This increase was primarily due to an increase in revenue from home sales and to a lesser degree to an increase in the gross profit generated from land sales. Our gross margin on home sales declined slightly to 20.0% during the nine months ended September 30, 2003, from 20.5% during the nine months ended September 30, 2002. For the nine months ended September 30, 2003, we generated gross profit on land sales of $9.2 million, as compared to $1.2 million for the comparable period in the prior year.
For the nine months ended September 30, 2003, SG&A expenses increased to $146.4 million, approximately 50% of which was general and administrative expenses, from $112.9 million during the nine months ended September 30, 2002. As a percentage of Homebuilding revenues, SG&A expenses increased to 12.6% for the nine months ended September 30, 2003 as compared to 11.3% for the nine months ended September 30, 2002. A significant portion of the increase in SG&A expenses during 2003 is attributable to the general and administrative expenses necessary to effect our transition from two separately operated homebuilders to a single national homebuilder and to implement our core strategy of obtaining critical mass in existing markets. We have begun to see the results of this transition as we have increased the number of active communities and homes in backlog as of September 30, 2003, by 42% to 206 and 3,327, respectively, as compared to 145 and 2,337, respectively, as of September 30, 2002. The remainder of the increase in SG&A expenses is primarily attributable to expenses associated with recently acquired companies.
Upon consummation of our merger in June 2002, we began the process of identifying the steps necessary to become an efficient, large-scale homebuilder. Management identified the following significant objectives:
| Strengthen our management and operational resources; | |
| Streamline our operational and corporate structure; and | |
| Integrate our information systems. |
Since the merger, we have substantially strengthened our management and operational resources and streamlined our operational and corporate structure. This plan consisted of placing experienced controllers in our divisions and regional offices as well as developing a corporate center to efficiently manage our finance, operations, legal and corporate governance functions. The creation of our corporate center has resulted in the development of an internal audit function, centralization of our treasury function and creation of a centralized shared services organization to oversee and manage our land acquisition, supply management, product development and building science functions. We believe that the development of a strong corporate center is a key component of improving the effectiveness of our critical business processes and strengthening our internal control structure and corporate governance. In connection with this initiative we incurred recruiting fees and other costs of $0.7 million, which are not expected to be incurred in future periods. By the middle of 2004, we expect to have completed this portion of our transition plan.
Through the first nine months of 2003, we also incurred significant professional and other fees as a result of modifying our corporate structure to become more efficient from an organizational, operational, and income tax standpoint. We began to realize the benefits from these expenditures through lower income taxes in 2003 as our effective tax rate decreased to 36.5% and expect to continue to recognize lower income taxes and other operating costs over time. We believe that the costs associated with this initiative should be completed by the end of the first quarter of 2004.
31
Beginning shortly after our merger, one of our primary initiatives was to integrate our information systems into one enterprise-wide platform and to enhance our internal financial and operational reporting. These enhancements included developing a company-wide point-of-sale system, an intranet site, which has become the information distribution network for our divisions, and a should cost model, which will be used to benchmark the cost/benefit of design and construction decisions. We believe that these enhancements will enable us to effectively operate as a large-scale homebuilder and support our anticipated growth. As a result of our systems integration, during the nine months ended September 30, 2003, we experienced a $0.8 million increase in non-capitalizable information technology expenses consisting primarily of consulting fees, systems training and other related expenses. Our information systems integration is expected to be completed during the fourth quarter of 2003.
We believe that the successful completion of our transition plan will enhance our ability to effectively manage our business and execute our strategic growth plans. We anticipate that additional non-recurring costs related to completing our transition will be incurred through the first half of 2004. We believe, that on a comparable basis, our SG&A expenses as a percentage of homebuilding revenues will decline in the second half of 2004.
During the nine months ended September 30, 2003, we recognized a compensation charge of $0.9 million for variable accounting of certain stock-based awards, which include accelerated vesting criteria. We recognized this expense as a result of the market price of our common stock, as of September 30, 2003, being greater than the exercise price. During 2002 there was no stock-based compensation expense.
During the nine months ended September 30, 2003, we incurred a net charge of $0.5 million in severance charges, as compared to $18.6 million in severance and merger related charges during the nine months ended September 30, 2002. The charges during 2002 included severance accrued related to former executives of both Newmark and Engle and $5.5 million in legal, consulting and advisory fees.
During the nine months ended September 30, 2002, in connection with our June 2002 Notes Offering, we recognized a loss on the early retirement of debt of $5.4 million. This charge relates to the exit fees incurred and the write off of unamortized deferred finance costs associated with the then existing borrowings.
Financial Services |
Our Financial Services revenues increased to $35.6 million during the nine months ended September 30, 2003, from $26.1 million during the nine months ended September 30, 2002. The increase in Financial Services revenues is primarily attributable to an increase in the number of closings by our mortgage and title operations. The number of closings at our mortgage operations increased to 3,405 for the nine months ended September 30, 2003 from 2,716 for the nine months ended September 30, 2002. The number of closings at our title operations increased to 16,073 for the nine months ended September 30, 2003 from 12,567 for the nine months ended September 30, 2002. Our Financial Services segment capture ratios have remained relatively consistent with the corresponding quarter in the prior year. Our mortgage operations capture ratio was 58% for the nine months ended September 30, 2003, as compared to 60% for the nine months ended September 30, 2002. Our title operations capture ratio was 81% for the nine months ended September 30, 2003, as compared to 83% for the nine months ended September 30, 2002.
For the nine months ended September 30, 2003, Financial Services expenses increased to $21.7 million from $15.3 million for the nine months ended September 30, 2002. The increase in Financial Services expenses of 42%, for the nine months ended September 30, 2003, are primarily attributable to the increased revenues and the expansion into new markets.
EBITDA |
During the nine months ended September 30, 2003, we generated EBITDA of $129.4 million, as compared to $100.5 million during the nine months ended September 30, 2002. The increase in EBITDA
32
Fiscal Year 2002 Compared to Fiscal Year 2001 |
Net income decreased to $72.0 million (or $2.58 per share) during Fiscal Year 2002 from $94.0 million (or $3.37 per share) during Fiscal Year 2001. Income from continuing operations decreased to $67.0 million (or $2.40 per share) during Fiscal Year 2002 from $87.8 million (or $3.15 per share) during Fiscal Year 2001. The decrease in income from continuing operations is attributable to a decrease in Homebuilding pretax income to $87.6 million during Fiscal Year 2002 from $125.0 million during Fiscal Year 2001. The decrease in Homebuilding pretax income was partially offset by an increase in Financial Services pretax income to $19.4 million during Fiscal Year 2002 from $15.0 million during Fiscal Year 2001.
Total revenues decreased to $1.42 billion during Fiscal Year 2002 from $1.43 billion during Fiscal Year 2001. The decrease of 1% is attributable to a decline in Homebuilding revenues which was offset by an increase in Financial Services revenues.
Our provision for income taxes remained consistent at 37.3% during Fiscal Year 2002 from Fiscal Year 2001.
Homebuilding |
Homebuilding revenues decreased to $1.38 billion during Fiscal Year 2002 from $1.39 billion during Fiscal Year 2001. The decrease of 1% was due to a decline in revenues from home sales, to $1.35 billion in Fiscal Year 2002 from $1.37 billion during Fiscal Year 2001, which was offset by an increase in revenues from land sales, to $27.4 million from $18.4 million during the same periods. Home deliveries decreased to 5,085 during Fiscal Year 2002 from 5,304 during Fiscal Year 2001.
The decrease in home deliveries and revenue from home sales was primarily attributable to a decline in the number of communities in which we were actively marketing during Fiscal Year 2002 as compared to Fiscal Year 2001 and a weakening in housing demand in the Texas and West regions. These factors were partially offset by a strong housing demand in Florida.
At the beginning of Fiscal Year 2002, we were actively marketing in 146 communities. As a result of our prior strategic decision to consolidate our home sales activities and reduce our homesite acquisitions during Fiscal Year 2001 and throughout the first half of Fiscal Year 2002, our active communities declined to a low of 132 in June 2002. In the second half of Fiscal Year 2002, we began to increase the number of communities in which we were marketing, both through organic growth and through acquisition. Consequently, at December 31, 2002 we were actively marketing in 159 communities. However, due to a lag time between the date we begin marketing homes in a community and the date that we begin to deliver homes, home deliveries from these new communities will not begin to contribute to our home sales revenue until the end of 2003.
During Fiscal Year 2002, our Texas region generated revenues from home sales of $397.1 million on 1,539 home deliveries as compared to revenues of $433.4 million on home deliveries of 1,623 during Fiscal Year 2001. The weakening in demand in this market also caused an increase in the level of incentives offered which is reflected in the decline in the average sales price per home delivered to $258,000 during Fiscal Year 2002 from $267,000 during Fiscal Year 2001. Additionally, our West region experienced a decline in revenues from home sales to $258.1 million on 958 home deliveries during Fiscal Year 2002 from $289.8 million on 1,057 home deliveries during Fiscal Year 2001. The decline in revenues in the West region is primarily due to a decline in the average number of active selling communities during the first part of Fiscal Year 2002, as compared to the prior year, and a continued weakness in demand in our Colorado markets. This softness in the market caused us to increase incentives offered to homebuyers
33
These declines in revenue from the Texas and West regions were partially offset by an increase in revenues generated in our Florida region to $496.7 million on 2,024 home deliveries during Fiscal Year 2002 from $437.8 million on 1,931 home deliveries during Fiscal Year 2001. The revenue increase in this region is primarily due to the increase in our average sales price per home delivered to $245,000 during Fiscal Year 2002 from $227,000 during Fiscal Year 2001. Additionally, we generated revenue from home sales of $13.7 million as a result of our acquisition of D.S. Ware Homes during October 2002.
Our average sales price per home delivered increased 2% to $265,000 during Fiscal Year 2002 as compared to $259,000 during Fiscal Year 2001. The increase is primarily attributable to increases in our Florida and Mid-Atlantic regions, where we have continued to realize higher average sales prices from steady demand for product. The increase in average sales price in these regions were partially offset by declines in our Texas and West regions, where during Fiscal Year 2002 we experienced significant increases in incentives provided to homebuyers as compared to Fiscal Year 2001.
Homebuilding cost of sales decreased to $1.10 billion during Fiscal Year 2002 from $1.11 billion during Fiscal Year 2001. The decline of 1% is attributable to the decline in the number of home deliveries offset by an increase in cost of land/homesite sales. Our gross margin on home sales decreased to 20.3% during Fiscal Year 2002 as compared to 20.6% during Fiscal Year 2001. The decline in gross margin is primarily attributable to increased incentives and an increase in the average homesite cost per closing, partially offset by an increase in our gross margin on options and upgrades.
SG&A expenses increased by 8% to $163.7 million during Fiscal Year 2002 from $152.1 million for Fiscal Year 2001. As a percentage of Homebuilding revenues, SG&A expenses increased to 11.9% for Fiscal Year 2002 from 10.9% for Fiscal Year 2001. The increase in SG&A expenses is primarily attributable to increases in compensation, information technology, insurance and professional fees.
Depreciation and amortization expenses decreased to $6.0 million during Fiscal Year 2002 from $8.8 million during Fiscal Year 2001. The decrease of $2.8 million is primarily due to the elimination of goodwill amortization as a result of the adoption of SFAS 142 effective January 1, 2002. If we had not recorded goodwill amortization expense during Fiscal Year 2001, it would have resulted in an increase in net income per common share for Fiscal Year 2001 of $0.05.
During Fiscal Year 2002, we incurred $20.0 million in severance and merger related charges as compared to $2.6 million in Fiscal Year 2001. These charges include severance accrued related to the termination of executives who were employed by either us or Engle Homes prior to the merger. Also, in connection with our merger with Engle Homes, we incurred approximately $6.0 million in legal, consulting and advisory fees.
During Fiscal Year 2002, in connection with our offering of the June 2002 Senior Notes and the June 2002 Senior Subordinated Notes, we recognized a loss on the early retirement of debt of $5.4 million. This charge relates to the exit fees incurred and the write off of unamortized deferred finance costs associated with the then existing borrowings.
Financial Services |
Financial Services revenues increased to $40.2 million during Fiscal Year 2002 from $32.7 million during Fiscal Year 2001. The increase of 23% is primarily attributable to an increase in the mortgage and title operations capture of our home sale deliveries. The increase in the capture ratio of our mortgage operations is due primarily to the expansion into the Texas region.
Financial Services expenses increased to $20.8 million during Fiscal Year 2002 from $17.7 million during Fiscal Year 2001. The increase of 18% is primarily attributable to increased expenses incurred in connection with our expansion of the Financial Services operations.
34
Discontinued Operations |
During March 2002, we committed to a plan to dispose of Westbrooke to eliminate operating redundancies in our South Florida markets and to strengthen our financial position. Pursuant to this plan of disposition, we would sell 100% of the common stock of Westbrooke. On April 8, 2002, we signed a definitive agreement for the sale of Westbrooke to Standard Pacific Corp. (Standard Pacific) for $41.0 million in cash. This sale was completed on April 15, 2002. In addition, Standard Pacific satisfied $54.4 million of Westbrookes debt that included $14.2 million of intercompany liabilities owed to us. Upon completion of this sale, we realized a gain of $4.3 million. We have determined that in accordance with SFAS 144, as of March 31, 2002, the criteria to classify the Westbrooke assets as held for sale were met.
Results of Westbrookes operations have been classified as discontinued operations, and prior periods have been restated. Selected financial data of our discontinued operations are as follows (dollars in thousands):
Year Ended December 31, | ||||||||||||
2000 | 2001 | 2002 | ||||||||||
Revenues
|
$ | 178,213 | $ | 205,661 | $ | 44,197 | ||||||
Income from discontinued operations, net of taxes
|
$ | 6,321 | $ | 6,272 | $ | 4,963 | ||||||
Income from discontinued operations per common
share
|
$ | 0.48 | $ | 0.22 | $ | 0.18 |
EBITDA |
During Fiscal Year 2002 we generated EBITDA of $142.8 million as compared to $184.2 million during Fiscal Year 2001. The decline in EBITDA is primarily a result of $20.0 million in severance and merger related charges incurred during Fiscal Year 2002 as compared to $2.6 million incurred during Fiscal Year 2001 and a $5.4 million loss on the early retirement of debt associated with our refinancing. Excluding these unusual charges, EBITDA during Fiscal Year 2002 would have been $168.2 million as compared to $186.8 million during Fiscal Year 2001. The decline of 10% primarily relates to the decline in our Homebuilding pretax income, after excluding these unusual charges, during Fiscal Year 2002 as compared to Fiscal Year 2001. The decline in our Homebuilding pretax income during Fiscal Year 2002 was partially offset by an increase in our Financial Services pretax income.
Fiscal Year 2001 Compared to Fiscal Year 2000 |
Net income increased to $94.0 million (or $3.37 per share) during Fiscal Year 2001 from $30.1 million (or $2.27 per share) during Fiscal Year 2000. Income from continuing operations increased to $87.8 million (or $3.15 per share) during Fiscal Year 2001 from $23.8 million (or $1.79 per share) during Fiscal Year 2000. The increase in income from continuing operations is attributable to significant increases in our Homebuilding pretax income to $125.0 million during Fiscal Year 2001 from $36.5 million during Fiscal Year 2000 and an increase in Financial Services pretax income to $15.0 million during Fiscal Year 2001 from $0.9 million during Fiscal Year 2000.
Total revenues increased to $1.4 billion during Fiscal Year 2001 from $0.6 billion during Fiscal Year 2000. The increases in income and revenues were primarily a result of the inclusion of a full year of Engle Homes results of operations during Fiscal Year 2001 as compared to approximately 40 days during Fiscal Year 2000. As a result of our merger with Engle Homes, which is being accounted for as a reorganization of entities under common control, Engle Homes results of operations are included from November 22, 2000, the earliest date that both we and Engle Homes were under common control.
Our provision for income taxes increased to 37.3% during Fiscal Year 2001 from 36.5% during Fiscal Year 2000. This increase in our effective rate was primarily a result of an increase in state taxes, due to a higher proportion of our pretax income being generated from states which are subject to state income tax.
35
Homebuilding |
Homebuilding revenues increased to $1.39 billion during Fiscal Year 2001 from $0.55 billion during Fiscal Year 2000 primarily as a result of the inclusion of a full year of Engle Homes operations. This increase of 153% was due to an increase in revenues from home sales, to $1.37 billion in Fiscal Year 2001 from $0.54 billion in Fiscal Year 2000, and an increase in revenues from homesite/land sales, to $18.3 million during Fiscal Year 2001 from $6.3 million in Fiscal Year 2000. Home deliveries increased to 5,304 during Fiscal Year 2001 from 1,994 during Fiscal Year 2000.
This increase in revenues from home sales is primarily attributable to the increase in the number of home deliveries which was slightly offset by a decrease in our average sale price per home delivered. The average sales price per home delivered for Fiscal Year 2001 decreased to $259,000 from $271,000 during Fiscal Year 2000. The decrease was primarily attributable to the change in the mix of deliveries between our regions. During Fiscal Year 2000, 72.2% of our deliveries occurred in Texas, which realized an average sales price per home delivered of $273,000, while only 8.9% of the deliveries occurred in Florida, which realized an average sales price per home delivered of $215,000. During Fiscal Year 2001, deliveries in Texas, which had an average sales price per home delivered of $267,000, decreased to 30.6%, while deliveries in Florida, which had an average sales price per home delivered of $227,000, increased to 36.4%. This was partially offset by the increase in our deliveries occurring in the West region. During Fiscal Year 2000, we generated 4.8% of our deliveries in the West, which realized an average sales price per home delivered of $259,000. During Fiscal Year 2001, deliveries in the West increased to 19.9%, with an average selling price per home delivered of $274,000.
As a result of the inclusion of a full year of Engle Homes operations, Homebuilding cost of sales increased to $1.11 billion during Fiscal Year 2001 from $0.44 billion during Fiscal Year 2000. During Fiscal Year 2001 the cost of home sales was $1.09 billion as compared to $0.43 billion during Fiscal Year 2000. Our gross margin on home sales increased to 20.6% during Fiscal Year 2001 from 19.5% during Fiscal Year 2000. This increase in gross margin is primarily due to the shift in the product mix of homes closed to higher margin homes.
SG&A expenses increased to $152.1 million during Fiscal Year 2001 from $63.8 million for Fiscal Year 2000. This increase of 138% is primarily due to the inclusion of a full year of Engle Homes operations. As a percentage of Homebuilding revenues, SG&A expenses remained relatively consistent, decreasing to 10.9% for Fiscal Year 2001 from 11.7% for Fiscal Year 2000.
During Fiscal Year 2001 depreciation and amortization expense was $8.8 million as compared to $3.1 million during Fiscal Year 2000. Of these amounts, amortization of goodwill was $2.4 million in Fiscal Year 2001 and $1.6 million in Fiscal Year 2000. As a result of the adoption of SFAS 142 effective January 1, 2002, we ceased amortization of goodwill. The elimination of this amortization expense would have resulted in an increase in net income per common share of $0.05 during Fiscal Year 2001 and $0.08 during Fiscal Year 2000.
During Fiscal Year 2001, we incurred $2.6 million in severance and merger related expenses. These expenses relate primarily to legal, consulting and related costs incurred in connection with the merger with Engle Homes.
Financial Services |
As a result of the inclusion of a full year of Engle Homes operations, Financial Services revenues increased to $32.7 million during Fiscal Year 2001 from $2.6 million during Fiscal Year 2000. Financial Services expenses increased to $17.7 million from $1.6 million.
36
Financial Condition, Liquidity and Capital Resources |
Consolidated Statement of Financial Condition and Related Data |
The following table includes selected consolidated statement of financial condition and related data (dollars in thousands):
As of December 31, | ||||||||||||||||
As of | ||||||||||||||||
2000 | 2001 | 2002 | September 30, 2003 | |||||||||||||
Cash-unrestricted
|
$ | 24,251 | $ | 75,136 | $ | 49,211 | $ | 41,849 | ||||||||
Inventory
|
$ | 613,095 | $ | 645,986 | $ | 753,872 | $ | 1,041,350 | ||||||||
Total assets
|
$ | 868,553 | $ | 999,170 | $ | 1,034,888 | $ | 1,360,616 | ||||||||
Homebuilding borrowings
|
$ | 337,649 | $ | 308,697 | $ | 413,110 | $ | 531,671 | ||||||||
Total borrowings(1)
|
$ | 346,720 | $ | 347,386 | $ | 461,419 | $ | 574,045 | ||||||||
Stockholders equity
|
$ | 355,059 | $ | 413,370 | $ | 405,145 | $ | 467,743 | ||||||||
Ratio of Homebuilding borrowings to total assets
|
38.9 | % | 30.9 | % | 39.9 | % | 39.1 | % | ||||||||
Ratio of Homebuilding borrowings to capital(2)
|
48.7 | % | 42.8 | % | 50.5 | % | 53.2 | % |
(1) | Total borrowings includes Homebuilding borrowings and Financial Services borrowings. |
(2) | Capital includes Homebuilding borrowings and stockholders equity. Capital excludes Financial Services borrowings. |
Discussion of Financial Condition, Liquidity and Capital Resources |
Our Homebuilding operations primary uses of cash have been for land acquisitions, construction and development expenditures, and SG&A expenditures. Our sources of cash to finance these requirements have been primarily cash generated from operations and cash borrowed under our credit facilities. Our Financial Services segment relies primarily on internally generated funds, which include the proceeds generated from the sale of mortgages, and from the mortgage operations warehouse line of credit to fund our operations.
At September 30, 2003, we had unrestricted cash and cash equivalents of $41.8 million as compared to $49.2 million at December 31, 2002.
During the nine months ended September 30, 2003, cash used in operating activities was $13.5 million as compared to cash used in operating activities of $7.5 million for the nine months ended September 30, 2002. This increase is primarily a result of an increase in inventory of $133.7 million, excluding the impact of our acquisitions, as compared to a $71.7 million increase in inventory for the nine months ended September 30, 2002. This increase in inventory is part of our strategy to increase the number of active communities and our land positions. During the nine months ended September 30, 2003, including the impact of our acquisitions, our controlled homesites increased to 47,618 from 26,320.
Cash used in investing activities was $90.7 million during the nine months ended September 30, 2003, as compared to $6.3 million during the nine months ended September 30, 2002. The increase in the use of cash in investing activities is primarily due to the acquisitions made during the nine months ended September 30, 2003, and $18.1 million in additional consideration.
On February 28, 2003, we acquired the net assets of The James Construction Company, a homebuilder operating in the greater Denver, Colorado area, for approximately $22.0 million in cash. In addition, we are obligated to pay an additional $1.4 million over a two year period.
On February 6, 2003, we acquired the net assets of Trophy Homes, Inc., a homebuilder operating in Las Vegas, Nevada, and certain homesites for approximately $36.2 million in cash. In addition, if certain targets are met regarding home deliveries during 2003 and 2004, we will be obligated to pay up to an
37
As a result of the increases in our land positions and the recent acquisitions, our ratio of Homebuilding borrowings to total assets was 39.1% at September 30, 2003, as compared to 37.6% at September 30, 2002. Our ratio of Homebuilding borrowings to capital was 53.2% at September 30, 2003 as compared to 48.8% at September 30, 2002.
On February 3, 2003, we issued $100.0 million of 9% Senior Notes due 2010 at a price of 94.836% of the principal amount plus interest accrued since January 1, 2003. The net proceeds of approximately $93.6 million were primarily used to repay amounts outstanding under our revolving credit facility. The February 2003 Senior Notes were issued pursuant to an indenture with substantially the same terms and conditions as the indenture pursuant to which we issued the June 2002 Senior Notes.
On April 22, 2003, we issued an additional $35.0 million of our 10 3/8% Senior Subordinated Notes due 2012 at a price of 98.5% of the principal amount plus interest accrued since January 1, 2003. The net proceeds of approximately $34.5 million were used to repay the amounts outstanding under our credit facility. These additional debt securities were issued under the same indenture pursuant to which we issued our June 2002 Senior Subordinated Notes.
Interest on our outstanding senior notes and senior subordinated notes is payable on January 1 and July 1 of each year. The senior notes are guaranteed by all of our material domestic subsidiaries. The senior notes rank pari passu in right of payment with all of our existing and future unsecured senior debt and senior in right of payment to the senior subordinated notes and any future subordinated debt. The senior subordinated notes rank pari passu in right of payment with all of our existing and future unsecured senior subordinated debt and are guaranteed on a senior subordinated basis by all of our material domestic subsidiaries. The indentures governing the senior and senior subordinated notes require us to maintain a minimum net worth and place certain restrictions on our ability, among other things, to incur additional debt, pay or make dividends or other distributions, sell assets, enter into transactions with affiliates, and merge or consolidate with other entities. The interest rates on our outstanding senior and senior subordinated notes are higher than the collective interest rates on the obligations that were repaid. As a result of the higher interest rates and the assumption of approximately $75 million of Technical Olympics debt in connection with the merger of Engle Holdings, we anticipate that interest incurred will exceed the amounts which would have been incurred under the prior borrowings. Therefore, the increased interest incurred will have an effect on gross margins in future periods.
On April 4, 2003, we amended our revolving credit facility to increase the amount we are permitted to borrow. Our revolving credit facility permits us to borrow to the lesser of (i) $315.0 million, or (ii) our borrowing base (calculated in accordance with the revolving credit facility agreement) minus our outstanding senior debt, and to issue letters of credit up to $80.0 million. In addition, we have the right to increase the size of the facility to provide for up to an additional $10.0 million of revolving loans, subject to meeting certain requirements. The revolving credit facility expires on June 26, 2005. As of September 30, 2003, we had drawn down $45.0 million and had issued letters of credit of $67.8 million and as a result, had $202.2 million in availability under the revolving credit facility. Loans outstanding under the facility may be base rate loans or Eurodollar loans, at our election. Base rate loans accrue interest at a rate per annum equal to (i) an applicable margin plus (ii) the higher of (A) Citibank, N.A.s base rate, (B) 0.5% plus the three week average of the reserve-adjusted three-month certificate of deposit rate and (C) 0.5% plus the Federal Funds Rate. Eurodollar loans accrue interest at a rate per annum equal to (i) an applicable margin plus (ii) the reserve-adjusted Eurodollar rate for the interest period. Applicable margins will be adjusted based on the ratio of our liabilities to our tangible worth. At September 30, 2003, our loans outstanding under the revolving credit facility accrued interest at a rate of 5.12% per annum. The revolving credit facility requires us to (1) maintain specified financial ratios regarding leverage, interest coverage, consolidated tangible net worth and certain operational measurements and (2) satisfy certain financial condition tests. The revolving credit facility also places certain restrictions on, among other things, our ability to incur additional debt or liens, pay or make dividends or other
38
To fund the origination of residential mortgage loans, our subsidiary, Preferred Home Mortgage Company (Preferred Home) entered into a $65.0 million revolving warehouse line of credit, which we refer to as our warehouse line of credit. The warehouse line of credit is comprised of (1) a credit facility (the PHMC Credit Facility) providing for revolving loans of up to $40.0 million, subject to meeting borrowing base requirements based on the value of collateral provided and (2) mortgage loan purchase and sale agreements (the Purchase Facility) which provide for the purchase by the lender of up to $25.0 million in mortgage loans generated by Preferred Home. At no time may the amount outstanding under the facility plus the amount of purchased loans pursuant to the purchase and sale agreements exceed $65.0 million. The warehouse line of credit expires on November 21, 2003. As of September 30, 2003, we had $42.4 million outstanding under the warehouse line of credit. The PHMC Credit Facility bears interest, at Preferred Homes option, at either, (1) the Federal Funds rate plus 1.375% or (2) the Eurodollar rate plus 1.25%. Amounts outstanding under the Purchase Facility bear interest at the Eurodollar rate plus 1.125%. As of September 30, 2003, our loans outstanding under the warehouse line of credit accrued interest at a blended rate of 2.46% per annum. The warehouse line of credit requires Preferred Home to maintain certain financial ratios and minimums. The warehouse line of credit is guaranteed by us and secured by funded mortgages which are pledged as collateral.
We believe that as a result of our offering of senior notes in February 2003 and senior subordinated notes in April 2003 and the increase in our revolving credit facility, we will have adequate financial resources, including cash from operations and availability under the revolving credit facility and the warehouse line of credit, to meet our current and anticipated working capital and land acquisition and development needs based on current market conditions. However, there can be no assurance that the amounts available from such sources will be sufficient. If we identify new acquisition opportunities, or if our operations do not generate sufficient cash from operations at levels currently anticipated, we may need to seek additional debt or equity financing to operate and expand our business.
At September 30, 2003, the amount of our annual debt service payments was $49.9 million. This amount included annual debt service payments on the senior and senior subordinated notes of $46.2 million and interest payments on the revolving credit facility, the warehouse line of credit, and other notes of $3.7 million based on the balances outstanding as of September 30, 2003. The amount of our annual debt service payments on the revolving credit facility fluctuates based on the principal outstanding under the facility and the interest rate. An increase or decrease of 1% in interest rates will change our annual debt service payments by $0.9 million per year. The revolving credit facility terminates in June 2005 at which time we will be required to repay all outstanding principal. Under certain circumstances, we may extend the facility in one-year increments, for up to two additional years.
Backlog
As of September 30, 2003, we had 3,327 homes in backlog representing $902.9 million in revenue, as compared to 2,337 homes in backlog representing $659.9 million in revenue as of September 30, 2002. This increase in revenue in backlog of 37% is primarily attributable to the homes in backlog of our recent acquisitions as well as increased sales activity in several of our existing markets. Our average selling price of homes in backlog has declined slightly to $271,000 as of September 30, 2003 from $282,000 as of September 30, 2002 as a result of our product diversification.
Dividends
We did not declare or pay any dividends during Fiscal Year 2002 or the first nine months of 2003. We paid a dividend of $0.54 per share of common stock (on a pre-restatement basis and $0.22 per share on a restated basis) in Fiscal Year 2001 ($6.2 million in the aggregate). We did not pay any cash
39
Recent Accounting Pronouncements
In April 2002, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 145, Reporting Gains and Losses from Extinguishment of Debt, which rescinded SFAS No. 4, No. 44, and No. 64 and amended SFAS No. 13. The new standard addresses the income statement classification of gains or losses from the extinguishment of debt and criteria for classification as extraordinary items. We adopted SFAS No. 145 during 2002.
In November 2002, the FASB issued FASB Interpretation No. 45, Guarantors Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others (FIN 45). FIN 45 elaborates on the existing disclosure requirements for most guarantees, including loan guarantees such as standby letters of credit. It also clarifies that at the time a company issues a guarantee, the company must recognize an initial liability for the fair value, or market value, of the obligations it assumes under the guarantee and must disclose that information in its interim and annual financial statements. The provisions related to recognizing a liability at inception of the guarantee for the fair value of the guarantors obligations do not apply to product warranties. The initial recognition and initial measurement provisions apply on a prospective basis to guarantees issued or modified after December 31, 2002. The adoption of the initial recognition and initial measurement provisions of FIN 45 did not have a material effect on our financial position or results of operations.
In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based Compensation Transition and Disclosure, which amends SFAS No. 123. The new standard provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. It also requires prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the affect of the method used on reported results. We have not elected to change to the fair value based method of accounting for stock-based employee compensation. We adopted the disclosure provisions of SFAS No. 148 in our first fiscal quarter ending March 31, 2003.
In January 2003, the FASB issued FASB Interpretation (Interpretation) No. 46, Consolidation of Variable Interest Entities. Interpretation No. 46 is applied immediately to variable interest entities (VIEs) created after January 31, 2003, and with respect to variable interests held before February 1, 2003, Interpretation No. 46 will apply beginning with interim and annual periods ending on or after December 15, 2003. Interpretation No. 46 addresses consolidation by business enterprises of VIEs which have one or both of the following characteristics: (1) the equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated support from other parties, which is provided through other interests that will absorb some or all of the expected losses of the entity; or (2) the equity investors lack one or more of the following essential characteristics of a controlling financial interest: (a) the direct or indirect ability to make decisions about the entities activities through voting rights or similar rights; or (b) the obligation to absorb the expected losses of the entity if they occur, which makes it possible for the entity to finance its activities; or (c) the right to receive the expected residual returns of the entity if they occur, which is the compensation for the risk of absorbing the expected losses.
Generally, in the homebuilding industry, homebuilders will enter into option contracts for the purchase of land or homesites with land sellers and third-party financial entities, some of which may qualify as VIEs, as a method of acquiring developed homesites. We believe that Interpretation No. 46 must be evaluated as it relates to these and similar types of arrangements. In applying Interpretation No. 46 to our homesite option contracts, estimates regarding cash flows and other assumptions have to be made. We believe that our critical assumptions are reasonable based on historical evidence and industry practice. Based on our analysis of contracts entered into after January 31, 2003, we determined that we are
40
In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity. SFAS No. 150 establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. SFAS No. 150 is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003 (our quarter ending September 30, 2003) with the exception of an indefinite deferral relating to application to limited life entities. We do not believe that the implementation of SFAS No. 150 will have a material impact on our financial condition, results of operations or cash flows.
Seasonality of Operations
The homebuilding industry tends to be seasonal, as generally there are more homes sold in the spring and summer months when the weather is milder, although the rate of sales contracts for new homes is highly dependent on the number of active communities and the timing of new community openings. We operate primarily in the southwest and southeast, where weather conditions are more suitable to a year-round construction process than in other parts of the country. Because new home deliveries trail new home contracts by several months, we typically have a greater percentage of home deliveries in the fall.
Inflation
We may be adversely affected during periods of high inflation, primarily because of higher land and construction costs. In addition, inflation may result in higher mortgage interest rates, which may significantly affect the affordability of permanent mortgage financing for prospective purchasers. Inflation also increases our interest costs. We attempt to pass through to our customers any increases in our costs through increased selling prices and, to date, inflation has not had a material adverse effect on our results of operations. However, there is no assurance that inflation will not have a material adverse impact on our future results of operations.
Quantitative and Qualitative Disclosures About Market Risk
As a result of our notes offerings, at September 30, 2003, $485.0 million of our outstanding borrowings are based on fixed interest rates. We are exposed to market risk primarily related to potential adverse changes in interest rates on our existing construction loans, warehouse line of credit, and revolving credit facility. The interest rates relative to these borrowings fluctuate with the prime and LIBOR lending rates, both upwards and downwards. We have not entered into derivative financial instruments for trading or speculative purposes. As of September 30, 2003, we had an aggregate of approximately $94.2 million drawn under our bank loan arrangements that are subject to changes in interest rates. An increase or decrease of 1% in interest rates will change our annual debt service payments by $0.9 million per year as a result of our bank loan arrangements that are subject to changes in interest rates.
41
The following table presents the future principal payment obligations and weighted average interest rates associated with our long-term debt instruments assuming our actual level of long-term debt indebtedness as of September 30, 2003:
Expected Maturity Date
2003 | 2004 | 2005 | 2006 | 2007 | Thereafter | Fair Value | |||||||||||||||||||||||
Liabilities
|
|||||||||||||||||||||||||||||
Long-term debt
|
| | | | | | | ||||||||||||||||||||||
Fixed rate (9.0%)
|
| | | | | $ | 300,000 | $ | 322,680 | ||||||||||||||||||||
Fixed rate (10 3/8%)
|
| | | | | $ | 185,000 | $ | 189,181 | ||||||||||||||||||||
Variable rate, revolving loan (5.12% at
September 30, 2003)
|
| | $ | 45,000 | | | | $ | 45,000 | ||||||||||||||||||||
Variable rate, warehouse line of credit (2.64% at
September 30, 2003)
|
$ | 42,374 | | | | | | $ | 42,374 | ||||||||||||||||||||
Other homebuilding borrowings (at various
interest rates ranging from 4.0% to 6.0%)
|
$ | 811 | $ | 392 | $ | 5,633 | | | | $ | 6,836 |
Our operations are interest rate sensitive. Overall housing demand is adversely affected by increases in interest rates. If mortgage interest rates increase significantly, this may negatively affect the ability of homebuyers to secure adequate financing. Higher interest rates will adversely affect our revenues, gross margins, and net income. Higher interest rates also increase our borrowing costs because, as indicated above, our bank loans will fluctuate with the prime and LIBOR lending rates, both upwards and downwards.
We may be adversely affected during periods of high inflation, primarily because of higher land and construction costs. In addition, inflation may result in higher mortgage interest rates, which may significantly affect the affordability of permanent mortgage financing for prospective purchasers. Inflation also increases our interest costs. We attempt to pass through to our customers any increases in our costs through increased selling prices and, to date, inflation has not had a material adverse effect on our results of operations. However, there is no assurance that inflation will not have a material adverse impact on our future results of operations.
42
BUSINESS
We design, build and market high quality detached single-family residences, town homes, and condominiums. We operate in markets characterized by strong population and income growth. Currently we conduct homebuilding operations in 14 metropolitan markets, located in four major geographic regions: Florida, the Mid-Atlantic, Texas and the West.
For the twelve months ended December 31, 2002, we delivered 5,085 homes, with an average sales price of $265,000, and generated approximately $1.3 billion in revenues from home sales and $67.0 million in income from continuing operations. For the nine months ended September 30, 2003, we delivered 4,332 homes, with an average sales price of $262,000, and generated approximately $1.1 billion in revenues from home sales and $62.4 million in income from continuing operations. Our backlog of homes at September 30, 2003 was 3,327 homes under contract, representing $902.9 million in expected revenues.
We market our homes to a diverse group of homebuyers, including first-time homebuyers, move-up homebuyers, homebuyers who are relocating to a new city or state, buyers of second or vacation homes, active-adult homebuyers and homebuyers with grown children who want a smaller home (empty-nesters). Our homes are marketed under various brand names, including Engle Homes, Newmark Homes, Fedrick, Harris Estate Homes, Marksman Homes, D.S. Ware Homes, Masonry Homes, Trophy Homes and James Company. As of September 30, 2003, we either owned or had options to acquire 47,618 homesites, and we were actively marketing in 206 communities.
As part of our objective to provide homebuyers a seamless home purchasing experience, we have developed, and are expanding, our complementary financial services business. As part of this business, we provide mortgage financing and closing services and offer title, homeowners and other insurance products. Our mortgage financing operations revenues consist primarily of origination and premium fee income, interest income and the gain on the sale of the mortgages, as we sell substantially all of our mortgages and the related servicing rights to third-party investors. Our mortgage financing services are used primarily by buyers of our homes, although we also offer these services to existing homeowners refinancing their mortgages. By comparison, our closing services and our insurance agency operations are used by our homebuyers as well as a broad range of other clients purchasing or refinancing residential or commercial real estate.
Company History
Our predecessor company was founded in Houston, Texas in 1983. Our company was formed in 1994 as a Nevada corporation under the name Newmark Homes Corp. We completed our initial public offering of common stock in March 1998. In March 2001, we changed the state of our incorporation from Nevada to Delaware.
In December 1999, Technical Olympic acquired 80% of our common stock. At the time it acquired us, Technical Olympic was a wholly-owned subsidiary of Technical Olympic (UK) Limited, an entity formed under the laws of the United Kingdom, which was a wholly-owned subsidiary of Technical Olympic S.A., a publicly-traded Greek corporation. In October 2003, as part of a restructuring transaction, all of the shares of Technical Olympic were sold by Technical Olympic (UK) Limited to Technical Olympic, S.A. Technical Olympic was then merged with and into TOI, LLC, a newly formed wholly-owned subsidiary of ours. As part of the merger, Technical Olympic S.A. acquired the shares of our common stock. The restructuring was accomplished to eliminate global tax inefficiencies resulting from a double holding company structure.
On April 15, 2002, we sold the stock of our wholly-owned subsidiary, Westbrooke Acquisition Corp., to Standard Pacific Corp. for consideration consisting of $41.0 million in cash and the repayment by Standard Pacific of $54.4 million of Westbrookes debt. Westbrooke Acquisition and its subsidiaries build homes in South Florida under the name of Westbrooke Homes.
43
On June 25, 2002, Engle Homes Holdings Corp., a wholly-owned subsidiary of our then majority stockholder, Technical Olympic, merged with and into us and we changed our name to Technical Olympic USA, Inc.
On October 4, 2002, we acquired the net assets of D.S. Ware Homes LLC, a homebuilder operating in Jacksonville, Florida, for $35.6 million in cash. In addition, because certain earnings targets were met for the five-month period after the closing, we paid an additional $5.2 million in cash to the sellers in April 2003.
On November 18, 2002, we acquired the net assets of Masonry Homes, Inc., a homebuilder operating in the northwestern suburbs of Baltimore, Maryland and southern Pennsylvania, for $17.1 million in cash. In addition, if certain targets are met regarding home deliveries, the development and/or subdivision of certain homesites and earnings for the 2003 and 2004 fiscal years, we will be obligated to pay up to an additional $21.3 million in cash to the sellers over a two-year period, of which $11.3 million was paid on February 4, 2003.
On February 6, 2003, we acquired the net assets of Trophy Homes, Inc., a homebuilder operating in Las Vegas, Nevada and certain homesites for approximately $36.2 million in cash. In addition, if certain targets are met regarding home deliveries during 2003 and 2004, we will be obligated to pay up to an additional $2.5 million over a two year period.
On February 28, 2003, we acquired the net assets of The James Construction Company, a homebuilder operating in the greater Denver, Colorado area, for approximately $22.0 million in cash. In addition, we are obligated to pay an additional $1.4 million over a two year period.
Competitive Strengths
High Growth Markets |
We believe that by focusing our homebuilding operations in high growth markets, we are well positioned to expand our business and maximize our financial returns. We operate in five of the eight fastest growing states in the United States, based on population growth from 1990 to 2000. The average median population growth in the eight states where we operate was 28.1% from 1990 to 2000, as compared to the U.S. average of 13.1%. In addition, each of the states in which we operate has demonstrated a history of solid economic growth. These eight states had an average median income growth of 13.3%, as compared to the U.S. average of 4.0%, from 1989 to 1999. We expect that these growth trends will increase future housing demand in our markets. Additionally, based on our relative position in each of these markets, we believe we have the opportunity to expand our operations.
Geographic and Customer Diversification |
We operate in 14 geographically diverse markets. For the twelve months ended December 31, 2002, none of our metropolitan markets represented more than 18% of our total revenues. Within our markets, we target a diverse customer base including first-time, move-up, relocating, active-adult and empty-nester homebuyer segments. For the twelve months ended September 30, 2003, we generated 43% of our revenues from home sales from homes in the $200,000 to $300,000 price range, 29% of our revenues from home sales from homes in the $300,000 to $400,000 price range, 16% of our revenues from home sales from homes in the under $200,000 price range, and 12% of our revenues from home sales from homes in the over $400,000 price range. We believe that this diversification protects us from downturns in any one market or price segment and provides us with additional growth opportunities.
Experienced Management Team |
We balance our local expertise and focus with a seasoned and professional senior management team. Our regional and divisional managers have an average of more than 20 years of homebuilding experience in their local markets. As a result, they have developed in-depth market expertise and familiarity with their customers and subcontractors. In addition, as a result of their long-standing relationships with local
44
Strong Land Positions and Disciplined Acquisition Strategy |
Land is our key raw material and one of our most valuable assets. We believe that by acquiring land and homesites in premier locations, we enhance our competitive standing and reduce our exposure to economic downturns. We believe that homes in premier locations continue to attract homebuyers in both strong and weak economic conditions. We consider that our disciplined acquisition strategy of balancing homesites and land we own and those we can acquire under option contracts provides us access to a substantial supply of quality homesites and land while conserving our invested capital and optimizing our returns. Generally, we acquire only homesites and entitled land suitable for homesite development and residential construction.
Strong Brand Recognition and Customer Service |
We market our homes under various brand names, including Engle Homes, Newmark Homes, Fedrick, Harris Estate Homes, Marksman Homes, D.S. Ware Homes, Masonry Homes, Trophy Homes and James Company. We believe our brands are widely recognized in the markets in which we operate for providing quality homes in desirable locations and enjoy a solid reputation among potential homebuyers. We believe that customer satisfaction enhances our reputation for quality and service and leads to significant repeat and referral business. In our industry, customer satisfaction is based in large part on our ability to respond promptly and courteously to homebuyers before, during and after the sale of our homes. As part of our customer service program, we conduct pre-delivery inspections to promptly address any outstanding construction issues and contract independent third parties to conduct periodic post-delivery evaluations of the customers satisfaction with their home, as well as the customers experience with our sales personnel, construction department and title and mortgage services.
Business Strategies
Capitalize on Growth Potential in Our Current Markets |
We believe that a significant portion of our future growth will stem from our ability to increase our homes sales and capture additional market share within our current markets. Currently, we conduct homebuilding operations in 14 metropolitan markets, each of which is highly fragmented with numerous smaller homebuilders. Our reputation as a high quality homebuilder combined with our financial resources gives us an advantage over many smaller homebuilders with whom we compete. Based on management estimates, we are positioned as a top-five homebuilder in three of our current markets. Consequently, we have an opportunity to significantly strengthen our market position by expanding our product offerings and increasing the number of our active selling communities. Our current markets have demonstrated solid income and population growth trends. As a result, we expect that strong demand for new housing in our current markets will also contribute to our growth. By leveraging our current operations, we believe that we will, over time, maximize our financial returns, strengthen our margins and increase our revenues and profitability.
Implement Performance Improvement and Best Practices Initiatives |
As part of our goal of strengthening our financial returns, we continuously monitor and evaluate our systems, practices and procedures in order to improve our operations. To assist with the measurements of our results and the results of our operating divisions, we utilize a detailed Performance Improvement Plan that focuses on techniques to enhance operating efficiencies. We have, and will continue to,
45
| implement innovative information systems to, among other things, monitor homebuilding production, scheduling and budgeting and facilitate communication among our divisions with respect to the design and construction of our homes; | |
| reduce the time necessary to complete each stage in the homebuilding process; | |
| effectively manage our inventory of homes; | |
| use our purchasing power to achieve volume discounts and the best possible service from our vendors; and | |
| achieve more favorable pricing of homesite premiums and options. |
Grow Our Financial Services Business |
Our financial services operations require minimal capital investment and are highly profitable because of the high margins we obtain from our mortgage financing operation and the high volume of transactions generated from our title insurance and closing services operations. We believe that these financial services complement our homebuilding operations and provide homebuyers a seamless home purchasing experience. For the nine months ended September 30, 2003, approximately 58% of our homebuyers used the services of our mortgage business, while 81% of our homebuyers used our title and closing services and 21% used our insurance agencies to obtain insurance. We believe that we have an opportunity to grow our financial services business by:
| increasing the percentage of our homebuyers who use our financial services; | |
| marketing our financial services more actively to buyers of homes built by other homebuilders, including smaller homebuilders that do not provide their own financial services; and | |
| offering additional services that complement our existing financial services in all our markets. |
Selectively Expand Into New Markets |
We intend to supplement our primary growth strategy of expansion in our current markets with a disciplined, financial return oriented approach to entering new markets. We will focus on entering metropolitan areas that have favorable homebuilding characteristics, including availability of strong management with local market expertise as well as solid income and population growth trends, significant single-family home permit activity, a diversified economy and an adequate supply of obtainable homesites. We believe this long-term emphasis on geographic diversification across a range of growing markets with strong fundamentals will enable us to minimize our exposure to adverse economic conditions, seasonality and housing cycles in individual local markets. We will enter new markets through strategic acquisitions of other homebuilders and, to the extent we enter new markets that complement and/or are in close proximity to our current markets, we will utilize our existing management expertise and resources to establish operations.
Homebuilding Operations
Markets |
We operate in 14 metropolitan markets located in four major geographic regions: Florida; the Mid-Atlantic; Texas; and the West. For the twelve months ended December 31, 2002, none of our metropolitan markets represented more than 18% of our total revenues. We select our target geographic markets based on, among other things, historical and projected population growth, projected job growth, regional economic conditions, availability of strong management with local expertise, land availability, single-family home permit activity and price, the local land development process, consumer tastes, competition, housing inventory and secondary home sales activity.
46
Florida. Our Florida region is comprised of four metropolitan markets: Jacksonville; Orlando; Southeast Florida, which is comprised of Broward, Palm Beach, Martin, Port St. Lucie and Indian River Counties; and Southwest Florida, which is comprised of Fort Myers and Naples. We conduct business in our Orlando, Southeast Florida and Southwest Florida markets under the Engle Homes brand name. We entered the Jacksonville market in October 2002 through the acquisition of D.S. Ware Homes and continue to conduct business in Jacksonville under the D.S. Ware Homes brand name. For the twelve months ended December 31, 2002, we delivered 2,024 homes in Florida, generating $496.7 million, or 36.8% of our revenues from home sales. For the nine months ended September 30, 2003, we delivered 1,628 homes in Florida, generating $394.5 million, or 34.8% of our revenues from home sales for the period.
Mid-Atlantic. Our Mid-Atlantic region is comprised of three metropolitan markets: Baltimore, Maryland/Southern Pennsylvania; Nashville, Tennessee; and Northern Virginia. We entered the Baltimore market in November 2002 through the acquisition of Masonry Homes and continue to conduct business in this market under the Masonry Homes brand name. We conduct business in Nashville under the Newmark Homes and Fedrick, Harris Estate Homes brand names. We conduct business in Northern Virginia under the Engle Homes brand name. For the twelve months ended December 31, 2002, we delivered 564 homes in our Mid-Atlantic region generating $197.8 million, or 14.7% of our revenues from home sales. For the nine months ended September 30, 2003, we delivered 472 homes in the Mid-Atlantic region, generating $153.6 million, or 13.5% of our revenues from home sales for the period.
Texas. Our Texas region is comprised of four metropolitan markets: Austin; Dallas/Ft. Worth; Houston; and San Antonio. We conduct business in all of our markets in Texas under the Newmark Homes brand name. We also conduct business under the Engle Homes brand name in the Dallas/Fort Worth market and under the Fedrick, Harris Estate Homes brand name in Austin, Dallas and Houston. We build in both mini-master and master plan communities in Texas. In addition, to meet varying local demand in each of our Texas markets, a considerable number of our homes in the Texas market are built as speculative homes, which means we build the homes prior to having sold them. The number of speculative homes we build in any given community or market is influenced by local market factors, such as new employment opportunities, significant job relocations, housing demand, local market customs and the length of time we have operated in the market. For the twelve months ended December 31, 2002, we delivered 1,539 homes in Texas, generating $397.1 million, or 29.4% of our revenues from home sales. For the nine months ended September 30, 2003, we delivered 1,127 homes in Texas, generating $294.8 million, or 26.0% of our revenues from home sales for the period.
West. Our West region is comprised of three metropolitan markets: the Colorado Front Range, which is comprised of Denver, Boulder and Colorado Springs; Las Vegas, Nevada; and Phoenix, Arizona. In our Colorado market we conduct business under the Engle Homes brand name and recently expanded our market by the acquisition of The James Construction Company. We continue to conduct business in the greater Denver area under The James Company brand name. Recently, we entered into the Las Vegas market through the acquisition of Trophy Homes. We continue to conduct business in Las Vegas under the Trophy Homes brand name. In the Phoenix market, we conduct business under the Engle Homes brand name. For the twelve months ended December 31, 2002, we delivered 958 homes in our West region generating $258.1 million, or 19.1% of our revenues from home sales. For the nine months ended September 30, 2003, we delivered 1,105 homes in the West region, generating $291.1 million, or 25.7% of our revenues from home sales for the period.
Product Mix |
We select our product mix in a particular geographic market based on the demographics of the market, demand for a particular product, margins and the economic strength of the market. We regularly review our product mix in each of our markets so that we can quickly respond to market changes and opportunities.
47
For the twelve months ended September 30, 2003, we generated 43% of our revenues from home sales from homes in the $200,000 to $300,000 price range, 29% of our revenues from home sales from homes in the $300,000 to $400,000 price range, 16% of our revenues from home sales from homes in the under $200,000 price range, and 12% of our revenues from home sales from homes in the over $400,000 price range.
Land and Homesites |
Types of Land and Homesites. Generally, we only acquire entitled land or homesites in our homebuilding operations. Land is entitled when all requisite residential zoning has been obtained for it. We attempt to acquire entitled homesites that have water and sewage systems, streets and other infrastructure in place (we refer to these homesites as developed homesites) because these homesites are ready to have houses built on them. Before we can build a house on an entitled homesite that is not developed, the necessary infrastructure must be put in place. We generally acquire homesites that are located adjacent to or near our other homesites in a community, which enables us to build and market our homes more cost efficiently than if the homesites were scattered throughout the community. Cost efficiencies arise from economies of scale, such as shared marketing expenses and project management.
Land Acquisition Policies. We have adopted strict land acquisition policies and procedures that cover all homesite acquisitions, including homesites acquired through option contracts. These policies and procedures impose strict standards for assessing all proposed land purchases with the goal of minimizing risk and maximizing our financial returns.
Initially, our experienced management teams in each of our divisions conduct extensive analysis on the local market to determine if we want to enter, or expand, our operations in that market. As part of this analysis, we review a variety of factors, including:
| historical and projected population and employment rates for the surrounding area; | |
| demographic information such as age, education and economic status of the homebuyers in the area; | |
| suitability for development within two to four years of acquisition; | |
| desirability of location, including proximity to metropolitan area, local traffic corridors and amenities; and | |
| prices of comparable new and resale houses in the area. |
We then evaluate and identify specific homesites in desirable locations that are consistent with our strategy for the particular market, including the type of home and anticipated sales price that we wish to offer in the community. In addition, we review:
| estimated costs of completed homesite development; | |
| current and anticipated competition in the area, including the type and anticipated sales price of homes offered by our competitors; | |
| opportunity to acquire additional homesites in the future, if desired; and | |
| results of financial analysis, such as projected profit margins and return on invested capital. |
In addition, we conduct extensive environmental due diligence, including on-site inspection and soil testing, and confirm that the land has the necessary zoning and other governmental entitlements required to develop and use the property for residential home construction.
Each land acquisition proposal, which contains specific information relating to the market, property and community, is then subject to review and approval by our Management Executive Committee. The Management Executive Committee is comprised of our senior corporate officers and representatives from our Homebuilding operations.
48
Land Supply. We acquire the entitled land and homesites we require for our homebuilding operations through a combination of purchases and option contracts. Under the option contracts, we purchase the right, but not the obligation, to buy homesites at predetermined prices on a predetermined takedown schedule anticipated to be commensurate with home starts. Homesite option contracts are non-recourse, thereby limiting our financial exposure to non-refundable deposits, which are typically less than 20% of the underlying purchase price. This enables us to control significant homesite positions with a minimal capital investment and reduces the risks associated with land ownership and development. We believe that our local reputation with land sellers or developers provides us a competitive advantage in acquiring homesites through option contracts. At September 30, 2003, we had 33,822 homesites under option or similar contracts, representing approximately 71% of our total homesite supply, and we had approximately $75.1 million in deposits under those option contracts.
As of September 30, 2003, we had 47,618 homesites which were either owned or controlled under option contracts in our homesite inventory. This represents supply for approximately four years of operations, based on our current projections for home sales. The table below shows our homesite inventory by region and in total for the periods indicated:
At December 31, | |||||||||||||||||
At September 30, | |||||||||||||||||
2000(1) | 2001 | 2002 | 2003 | ||||||||||||||
Florida
|
6,580 | 4,750 | 11,312 | 16,393 | |||||||||||||
Mid-Atlantic
|
1,879 | 2,158 | 4,935 | 5,330 | |||||||||||||
Texas
|
3,720 | 3,940 | 5,048 | 10,188 | |||||||||||||
West
|
4,042 | 4,136 | 5,025 | 15,707 | |||||||||||||
Total(2)
|
16,221 | 14,984 | 26,320 | 47,618 | |||||||||||||
(1) | The homesite inventory as stated for 2000 reflects Newmark Homes homesite position as of December 31 combined with Engle Homes homesite position as of October 31. |
(2) | Includes 7,062, 7,644 and 16,474 homesites under option contracts as of December 31, 2000, 2001 and 2002, respectively and 33,822 homesites under option contracts as of September 30, 2003. |
As part of our land inventory management strategy, we occasionally exchange or sell a portion of the homesites and entitled land that we have purchased to third-party builders. Our division managers are constantly reviewing the competitive landscape and characteristics of each of our local markets. As we determine that certain types of homes, homes with certain anticipated prices or homes in certain communities are either selling quicker or at better margins, we will exchange or sell our homesites or land for other homesite or land options to capitalize on the market opportunities.
Purchasing |
We use our purchasing power to achieve volume discounts and the best possible service from our vendors, thereby reducing costs, ensuring timely deliveries and reducing the risk of supply shortages due to allocations of materials. We have negotiated price arrangements, which we believe are favorable, to purchase lumber, sheetrock, appliances, heating and air conditioning, counter tops, bathroom fixtures, roofing and insulation products, concrete, bricks, floor coverings and other housing equipment and materials. Our purchase contracts are with high quality national and regional suppliers. There are no minimum purchase requirements for these arrangements, with flexibility reserved for each division to make independent purchasing decisions.
Design |
To appeal to the tastes and preferences of local communities, we expend considerable effort in developing an appropriate design and marketing concept for each community, including determining the size, style and price range of the homes and, in certain projects, the layout of streets, individual homesites and overall community design. In addition, in certain markets, outside architects who are familiar with the
49
Design Centers |
We maintain design centers in most of our markets as part of our marketing process and to assist our homebuyers in selecting options and upgrades which can result in additional revenues. The design centers heighten interest in our homes by allowing homebuyers to participate in the design process and introducing homebuyers to the various flooring, lighting, fixtures and hardware options available to them. In keeping with our regional approach, each region decides what type of design center is suitable for the local area. While the size and content of our design centers vary between markets, the focus of all of our design centers is on making the homebuyers selection process less complicated and an enjoyable experience, while increasing our profitability.
Construction |
Subcontractors perform substantially all of our construction work. Our construction superintendents monitor the construction of each home, coordinate the activities of subcontractors and suppliers, subject the work of subcontractors to quality and cost controls and monitor compliance with zoning and building codes. We typically retain subcontractors pursuant to a contract that obligates the subcontractor to complete construction at a fixed price in a workmanlike manner. In addition, under these contracts the subcontractor provides us with standard indemnifications and warranties. Typically, we work with the same subcontractors within each market, which provides us with a stable and reliable work force and better control over the costs and quality of the work performed. Although we compete with other homebuilders for qualified subcontractors, we have established long-standing relationships with many of our subcontractors and have not experienced any material difficulties in obtaining the services of desired subcontractors.
We typically complete the construction of a home within four to five months. Construction time, however, depends on weather, availability of labor, materials, supplies and other factors. We do not maintain significant inventories of construction materials, except for materials related to work in progress for homes under construction. Generally, the construction materials used in our operations are readily available from numerous sources. We have established price arrangements or contracts, which we believe are favorable, with suppliers of certain of our building materials, but we are not under specific purchasing requirements. In recent years, we have not experienced significant delays in construction due to shortages of materials.
We have, and will continue to establish, and maintain information systems and other practices and procedures that allow us to more effectively manage our subcontractors and the construction process. For example, we have implemented information systems that monitor homebuilding production, scheduling and budgeting. We believe that this program has and will continue to improve our efficiency and decrease our construction time.
Marketing and Sales |
We build and market different types of homes to meet the needs of different homebuyers and the needs of different markets. We employ a variety of marketing techniques to attract potential homebuyers through numerous avenues, including Internet web sites for our various homebuilding brands and subsidiaries, advertising and other marketing programs. We advertise on television, in newspapers and other publications, through our own brochures and newsletters, on billboards and in brochures and newsletters
50
We typically conduct home sales activities from sales offices located in furnished model homes in each community. We use commissioned sales personnel who assist prospective buyers by providing them with floor plans, price information, tours of model homes and information on the available options and other custom features. We provide our sales personnel with extensive training, and we keep them updated as to the availability of financing, construction schedules and marketing and advertising plans to facilitate their marketing and sales activities. We supplement our in-house training program with training by outside sales and marketing consultants.
We market and sell homes through our own commissioned sales personnel and in cooperation with independent real estate brokers. Because 60% of our sales (based on homes delivered) originate from independent real estate brokers, we sponsor a variety of programs and events, including breakfasts, contests and other events to provide the brokers with a level of familiarity with our communities, homes and financing options necessary to successfully market our homes. We also offer other incentives to brokers to actively market our homes.
Sales of our homes generally are made pursuant to a standard sales contract that is tailored to the requirements of each jurisdiction. Generally, our sales contracts require a deposit of a fixed amount (typically up to $5,000) on our less expensive homes or as a percentage of the sales price (typically 5% to 10%) on our more expensive customized homes. The contract includes a financing contingency which permits the customer to cancel in the event mortgage financing at prevailing interest rates cannot be obtained within a specified period, typically 30 days from the signing. The contract may include other contingencies, such as the prior sale of a buyers existing home. We estimate that the average period between the execution of a sales contract for a home and closing is approximately four to six months for presold homes.
Customer Service and Quality Control |
Our operating divisions are responsible for both pre-delivery quality control inspections and responding to customers post-delivery needs. We believe that the prompt, courteous response to homebuyers needs reduces post-delivery repair costs, enhances our reputation for quality and service and ultimately leads to significant repeat and referral business. We conduct home orientations and pre-delivery inspections and interviews with homebuyers immediately before closing. In conjunction with these inspections, we create a list of unfinished construction items and address outstanding issues promptly.
An integral part of our customer service program includes post-delivery interviews. In most of our markets we contract independent third parties to conduct periodic post-delivery evaluations of the customers satisfaction with their home, as well as the customers experience with our sales personnel, construction department and title and mortgage services. Typically, approximately one year after we sell a home we arrange for follow-up interviews with the homeowner to determine the level of the homeowners continued satisfaction. These interviews provide us with a direct link to the customers perception of the entire buying experience as well as valuable feedback on the quality of the homes we deliver and the services we provide.
Warranty Program |
For all homes we build, we provide our homebuyers with a one-year or two-year limited warranty of workmanship and materials, and an eight-year or ten-year limited warranty covering major structural defects. The extent of these warranties may differ in some or all of the states in which we operate. We recently obtained a homebuilder protective policy which covers warranty claims for structure and design defects related to homes sold by us during the policy period, subject to a retention amount. We have, and are continuing to implement, a warranty program in conjunction with our homebuilder protective policy insurance carrier that we believe will allow us to more effectively manage and resolve our warranty claims. We subcontract homebuilding work to subcontractors who provide us with an indemnity and a certificate
51
Financial Services
As part of our objective to provide homebuyers a seamless home purchasing experience, we have developed, and are expanding, our complementary financial services business. As part of this business, we provide mortgage financing and closing services and offer title, homeowners and other insurance products. Our mortgage financing operation derives most of its revenues from buyers of our homes, although it also offers its services to existing homeowners refinancing their mortgages. By comparison, our closing services and our insurance agency operations, are used by our homebuyers as well as a broad range of other clients purchasing or refinancing residential or commercial real estate.
Our mortgage business consists of providing our homebuyers and third party homebuyers with loan origination services, purchase financing and, to a lesser extent, mortgage refinancing. We are an approved seller/servicer of Federal National Mortgage Association, Federal Home Loan Mortgage Corporation, Federal Housing Administration, Veterans Association and U.S. Department of Housing and Urban Development loans. We sell substantially all of our loans and the related servicing rights to third-party investors. We conduct this business through our subsidiary, Preferred Home Mortgage Company. Preferred Home has its headquarters in Boca Raton, Florida and has offices in each of our markets.
For the nine months ended September 30, 2003, approximately 58% of our homebuyers utilized the services of our mortgage business. We believe we have an opportunity to expand this business, particularly in our recently-acquired markets. We originated approximately $782.8 million aggregate principal amount of mortgage loans for the twelve months ended December 31, 2002. Our mortgage business generated pre-tax income of $13.5 million for the twelve months ended December 31, 2002.
Through our title services business, we, as agent, obtain competitively-priced title insurance for, and provide closing services to, our homebuyers as well as outside third party homebuyers. We conduct this business through our subsidiary, Universal Land Title, Inc. and its subsidiaries. Universal operates as a traditional title agency with its headquarters in West Palm Beach, Florida and has 22 additional offices.
Universal Land Title works with national underwriters and lenders to facilitate client service and coordinate closing at its offices. It is equipped to handle e-commerce applications, e-mail closing packages, digital document delivery and web-based closings. The principal sources of revenues generated by our title insurance business are fees paid to Universal Land Title for title insurance obtained for our homebuyers and other third party residential purchasers.
For the nine months ended September 30, 2003, approximately 81% of our homebuyers used Universal Land Title or its affiliates for their title insurance agency and closing services. We continue to expand our title services business to markets not currently served by Universal Land Title. Our title services business generated pre-tax income of $5.9 million for the year ended December 31, 2002. Third party homebuyers (or non-company customers) accounted for 87% of our title services business revenue for the year ended December 31, 2002.
Alliance Insurance and Information Services, LLC, owned by Universal Land Title, is a full service insurance agency serving all of our markets. Alliance markets homeowners, flood and auto insurance directly to homebuyers and others in all of our markets and also markets life insurance in Florida.
52
Governmental Regulation
We must comply with state and local laws and regulations relating to, among other things, zoning, treatment of waste, land development, required construction materials, density requirements, building design and elevation of homes, in connection with the construction of our homes. These include laws requiring use of construction materials that reduce the need for energy-consuming heating and cooling systems. In addition, we and our subcontractors are subject to laws and regulations relating to employee health and safety. These laws and regulations are subject to frequent change and often increase construction costs. In some cases, there are laws that require that commitments to provide roads and other infrastructure be in place prior to the commencement of new construction. These laws and regulations are usually administered by individual counties and municipalities and may result in fees and assessments or building moratoriums. In addition, certain new development projects are subject to assessments for schools, parks, streets and highways and other public improvements, the costs of which can be substantial.
The residential homebuilding industry also is subject to a variety of local, state and federal statutes, ordinances, rules and regulations concerning the protection of health and the environment. Environmental laws and conditions may result in delays, may cause us to incur substantial compliance and other costs and can prohibit or severely restrict homebuilding activity in environmentally sensitive regions or areas. In recent years, several cities and counties in which we have developments have submitted to voters slow growth or no growth initiatives and other ballot measures which could impact the affordability and availability of homes and land within those localities.
In order to make it possible for purchasers of some of our homes to obtain FHA-insured or VA-guaranteed mortgages, we must construct those homes in compliance with regulations promulgated by those agencies.
Our title insurance agency subsidiaries must comply with applicable insurance laws and regulations. Our mortgage financing subsidiaries must comply with applicable real estate lending laws and regulations. The mortgage financing and title insurance subsidiaries are licensed in the states in which they do business and must comply with laws and regulations in those states regarding mortgage financing and title insurance companies. These laws and regulations include provisions regarding capitalization, operating procedures, investments, forms of policies and premiums.
Competition and Market Forces
The development and sale of residential properties is a highly competitive business. We compete in each of our markets with numerous national, regional and local builders on the basis of a number of interrelated factors including location, price, reputation, amenities, design, quality and financing. Builders of new homes compete for homebuyers, as well as for desirable properties, raw materials and reliable, skilled subcontractors. We also compete with resales of existing homes, available rental housing and, to a lesser extent, resales of condominiums. We believe we generally compare favorably to other builders in the markets in which we operate, due primarily to:
| our experience within our geographic markets; | |
| the ability of our local managers to identify and quickly respond to local market conditions; and | |
| our reputation for service and quality. |
The housing industry is cyclical and is affected by consumer confidence levels and prevailing economic conditions, including interest rate levels. A variety of other factors affect the housing industry and demand for new homes, including the availability of labor and materials and increases in the costs thereof, changes in costs associated with home ownership such as increases in property taxes, energy costs,
53
We compete with other mortgage lenders, including national, regional and local mortgage bankers, savings and loan associations and other financial institutions, in the origination, sale and servicing of mortgage loans. Principal competitive factors include interest rates and other features of mortgage loan products available to the consumer. We compete with other insurance agencies, including national, regional and local insurance agencies, in the sale of title insurance, homeowner insurance and related insurance services. Principal competitive factors include cost and other features of insurance products available to the consumer.
Employees
At September 30, 2003, we employed 1,637 people. None of our employees are covered by collective bargaining agreements. We believe our relations with our employees are good.
Properties
We lease our executive offices located at 4000 Hollywood Blvd., Suite 500 N, Hollywood, Florida 33021. We own a 19,000 square foot facility in Sugar Land, Texas, which houses our Houston homebuilding operations and a design center, which allows a prospective homebuyer to view samples of some of the products and features we offer in our homes in Houston. We lease an aggregate of approximately 150,616 square feet of additional office space in our markets for our homebuilding and financial services operations and our corporate offices. We believe our existing facilities are adequate for our current and planned levels of operations.
Legal Proceedings
We are involved in various claims and legal actions arising in the ordinary course of business. We do not believe that the ultimate resolution of these matters will have a material adverse effect on our financial condition or results of operations.
54
BOARD OF DIRECTORS
The following table sets forth the names, ages and positions of each of our directors. Each of the directors term of office will expire at the next annual meeting of our stockholders.
Name | Age | Position | ||||
Konstantinos Stengos
|
66 | Chairman of the Board | ||||
Antonio B. Mon
|
58 | Executive Vice Chairman, Chief Executive Officer, President and Director | ||||
Yannis Delikanakis
|
36 | Executive Vice President and Director | ||||
Andreas Stengos
|
41 | Director | ||||
George Stengos
|
36 | Director | ||||
Larry D. Horner
|
69 | Director | ||||
William A. Hasler
|
61 | Director | ||||
Michael J. Poulos
|
72 | Director | ||||
Lonnie M. Fedrick
|
59 | Director |
Below is a short biography of the business experience of each of our directors.
Konstantinos Stengos has been the Chairman of the Board of our company since December 15, 1999. From November 1999 through October 2003, Mr. Stengos served as a director and President of Technical Olympic. Mr. Stengos has also served as a director of Technical Olympic (UK) Limited, since November 1999. Mr. Stengos formed Technical Olympic S.A. in 1965 and has continued to serve as its President and Managing Director. Mr. Stengos owns more than 5% of the outstanding equity of Technical Olympic S.A., which is publicly traded on the Athens Stock Exchange. Technical Olympic (UK) Limited and Technical Olympic S.A. are all our affiliates.
Antonio B. Mon became a director of our company, and our Executive Vice Chairman, Chief Executive Officer, and President, on June 25, 2002. From October 2001 to June 2002, Mr. Mon served as the Chief Executive Officer of Technical Olympic. From May 2001 to October 2001, Mr. Mon was a consultant to Technical Olympic. From 1997 to 2001, Mr. Mon was the Chairman of Maywood Investment Company, LLC, a private firm engaged in private equity investments and general consulting. In 1991, Mr. Mon co-founded Pacific Greystone Corporation, a west coast homebuilder that merged with Lennar Corporation in 1997, and served as its Vice Chairman from 1991 to 1997. Prior to 1991, Mr. Mon worked in various positions for The Ryland Group, Inc. (a national homebuilder), M.J. Brock Corporation (a California homebuilder) and Cigna Corporation (a financial services corporation).
Yannis Delikanakis has been a director of our company since 1999 and became our Executive Vice President on January 1, 2003. From 1999 through October 2003, Mr. Delikanakis served as a director and Vice President of Technical Olympic. From 1999 through June 2003, Mr. Delikanakis served as the General Manager Real Estate of Technical Olympic S.A. Mr. Delikanakis was a director and the manager of the Real Estate Development and Project Management Departments of Lambert Smith Hampton S.A. from 1994 to 1999.
Andreas Stengos has been a director of our company since 1999 and has been a director of Technical Olympic (UK) Limited since 1997. From 1999 through October 2003, Mr. Stengos served as a director and Treasurer of Technical Olympic. Mr. Stengos has also been a director of Technical Olympic S.A. since 1989, and has served as its General Manager since 1995.
George Stengos has been a director of our company since 1999, a director of Technical Olympic (UK) Limited since 1997 and Vice President of Technical Olympic S.A. since June 2003. From November 1999 through October 2003, Mr. Stengos served as a director of Technical Olympic. From 2001 to December 2002, Mr. Stengos served as President and Chairman of the Board of Mochlos S.A., a subsidiary of Technical Olympic S.A. From 1993 to 2000, Mr. Stengos was the Executive Vice President of Mochlos S.A.
55
Larry D. Horner has been a director of our company since 1997. Mr. Horner served as Chairman of Pacific USA Holdings Corp. from 1994 to 2001 and was Chairman of the Board of Asia Pacific Wire & Cable Corporation Limited, a manufacturer of copper wire and cable and fiber optic wire products, with operations in Southeast Asia, which was publicly traded on the New York Stock Exchange until 2001. He is also a director of ConocoPhillips, Atlantis Plastics Corp., UT Starcom, Inc., Novitron International, Inc. and New River Pharmaceuticals, Inc. Mr. Horner was formerly associated with KPMG LLP, a professional services firm, for 35 years, retiring as Chairman and Chief Executive Officer of both the U.S. and International firms in 1991. He is a certified public accountant.
William A. Hasler has been a director of our company since 1998. Mr. Hasler has served as Vice Chair and Co-Chief Executive Officer of Aphton Corporation, a biotechnology products company, since July 1998. From August 1991 to July 1998, Mr. Hasler served as Dean of the Haas School of Business at the University of California at Berkeley. Prior to that, he was both Vice Chairman and a director of KPMG LLP, a professional services firm. Mr. Hasler also serves on the boards of Mission West, Elevon, DiTech Communications, Schwab Funds and DMC Stratex, and is Chairman of the Board of Solectron Corp. Mr. Hasler is a trustee of Pomona College. He is a certified public accountant.
Michael J. Poulos has been a director of our company since 2000. Mr. Poulos also serves as an advisory director of Greystone Capital Partners I, LP and a trustee of Century Shares Trust. Mr. Poulos had been Chairman, President and Chief Executive Officer of Western National Corporation from 1993 until 1998 when he retired. Mr. Poulos worked for American General Corporation, from 1970 to 1993, and served as its Vice Chairman from 1991 to 1993.
Lonnie M. Fedrick has been a director of our company since 1997 and served as our President and Chief Executive Officer from 1997 until June 25, 2002. Mr. Fedrick was President and Chief Executive Officer of Newmark Home Corporation since 1994 and was its Executive Vice President from 1984 to 1994.
Board Committees
We have a strong commitment to establishing and maintaining corporate governance standards of excellence. As part of this commitment, our board of directors has four standing committees: audit committee, compensation and benefits committee, independent directors committee and board executive committee. Three of these committees, the audit, compensation and benefits and independent directors committees are composed entirely of outside directors. We define outside directors as directors that are neither members of management, nor affiliated with, or employed by, our principal stockholder. On a regular basis, we consult with Greenberg Traurig, P.A. for legal counsel on corporate governance matters and issues relating to the fiduciary duties of our board and committee members.
| Audit Committee. Our audit committee generally has responsibility for appointing, overseeing and determining the compensation of our independent auditors, reviewing the plan and scope of the accountants audit, reviewing our audit and control functions, approving all non-audit services provided by our independent auditors and reporting to our full board of directors regarding all of the foregoing. Our audit committee meets with the auditors and our management in connection with its review and approval of (i) the unaudited financials for inclusion in our quarterly reports and (ii) the annual audited financial statements for inclusion in our Annual Report on Form 10-K. Additionally, our audit committee provides our board of directors with such additional information and materials as it may deem necessary to make our board of directors aware of significant financial matters that require its attention. Our audit committees goals and responsibilities are set forth in an audit committee charter. Our audit committee consists of Messrs. Horner, Hasler and Poulos. | |
| Compensation and Benefits Committee. Our compensation and benefits committee reviews and approves all forms of compensation and benefits, including salary, bonus and stock compensation, provided to our chief executive officer and other executive officers of our company. In addition, the compensation and benefits committee reviews and approves all forms of compensation provided to |
56
our directors and is responsible for administering our Annual and Long-Term Incentive Plan. Our compensation and benefits committee consists of Messrs. Horner, Hasler and Poulos. | ||
| Independent Directors Committee. Our independent directors committee generally has responsibility for considering and acting on any proposed transaction that would be considered a related party transaction, as well as any other matters that require the review and/or approval of our outside directors. In addition, our independent directors committee solicits, considers and nominates candidates to serve on our board of directors. Our independent directors committee consists of Messrs. Horner, Hasler and Poulos. | |
| Board Executive Committee. Our board executive committee has authority to consider and approve transactions, acquisitions, investments, operational matters, corporate management, financing and other actions by us or our subsidiaries for transactions not exceeding $20.0 million, and land acquisitions not exceeding $35.0 million, and makes reports to the full board of directors. Our board executive committee consists of Messrs. Horner, Delikanakis, Mon and George Stengos. Tommy McAden, our chief financial officer, serves as the management representative to the board executive committee. |
Family Relationships
Konstantinos Stengos is the father of both Andreas Stengos and George Stengos. Yannis Delikanakis is the son-in-law of Konstantinos Stengos and the brother-in-law of Andreas Stengos and George Stengos. We have no other familial relationships among the executive officers and other directors.
Compensation Committee Interlocks and Insider Participation
Messrs. Horner, Hasler and Poulos comprised the Special Benefits Committee in 2002. None of these persons served as an officer or employee of ours or any of our subsidiaries during fiscal year 2002. There were no material transactions between us and any of the members of the Special Benefits Committee during fiscal year 2002.
Messrs. Horner, Hasler, Delikanakis, Andreas Stengos and George Stengos comprised the Compensation Committee in 2002. Other than Messrs. Delikanakis and Andreas Stengos, who each served as non-employee officers of certain of our subsidiaries during fiscal year 2002, none of the other members of the Compensation Committee served as an officer or employee of ours or any of our subsidiaries. During 2002, we and our subsidiary TOUSA Homes, Inc. made payments of $191.6 million to Technical Olympic S.A. pursuant to the Purchasing Agreements described under Certain Relationships and Related Transactions. Mr. Andreas Stengos serves as a director and executive officer of Technical Olympic S.A., and Mr. Delikanakis served as an executive officer of Technical Olympic S.A. during fiscal year 2002.
On February 3, 2003, the Special Benefits Committee and the Compensation Committee were merged to form the Compensation and Benefits Committee on which only independent directors may serve.
Compensation of Directors
For the fiscal year 2002, our independent directors, Messrs. Hasler, Horner and Poulos, received an annual fee of $15,000 and $2,000 per Board meeting attended and each was reimbursed for reasonable out-of-pocket expenses incurred for attendance at meetings. For 2003, each outside director, other than the senior outside director, will receive an annual cash fee of $40,000, reimbursement of meeting expenses and an annual equity award of either non-qualified stock options or restricted stock valued at $40,000. Under our policy, the designated senior outside director shall receive an annual cash retainer of $80,000, reimbursement of meeting expenses and an annual equity award valued at $80,000. For 2003, Mr. Horner was designated our senior outside director. Directors who also served as officers of ours did not receive any additional compensation for their services as directors during 2002.
Effective January 1, 2003, we entered into a consulting agreement with Mr. Fedrick with an initial term of three years. Under the terms of the consulting agreement, Mr. Fedrick will receive an annual fee
57
58
MANAGEMENT
Our executive officers, their ages and positions are as follows:
Name | Age | Position | ||||
Antonio B. Mon
|
58 | Executive Vice Chairman, Chief Executive Officer, President and Director | ||||
Tommy L. McAden
|
41 | Vice President Finance and Administration, Chief Financial Officer and Treasurer | ||||
Yannis Delikanakis
|
36 | Executive Vice President and Director | ||||
Patricia M. Petersen
|
43 | Vice President and General Counsel | ||||
Randy L. Kotler
|
38 | Vice President and Chief Accounting Officer | ||||
Harry Engelstein
|
68 | Executive Vice President TOUSA Homes | ||||
J. Eric Rome
|
44 | Executive Vice President TOUSA Homes | ||||
Mark R. Upton
|
46 | Executive Vice President TOUSA Homes |
Below is a summary of the business experience of each of our executive officers, other than Mr. Mon and Mr. Delikanakis whose biographies appear under the section Board of Directors.
Tommy L. McAden became our Vice President of Finance and Administration, Chief Financial Officer and Treasurer on June 25, 2002. Mr. McAden served as a director, Vice President and Chief Financial Officer of Technical Olympic from January 2000 to June 25, 2002. From 1994 to December 1999, Mr. McAden was Chief Financial Officer of Pacific Realty Group, Inc., which was our former 80% stockholder.
Patricia M. Petersen became our Vice President and General Counsel on September 1, 2002. Before joining our company, Ms. Petersen served as Assistant General Counsel of Corning Incorporated from December 2000 to August 2002. From September 1992 to November 2000, Ms. Petersen served as Managing Partner of the Nestor Nestor Kingston Petersen law firm in Bucharest, Romania, and from 1990 to August 1992 as Associate Counsel with the Hillis Clark Martin & Peterson law firm in Seattle, Washington.
Randy L. Kotler became our Vice President and Chief Accounting Officer on June 25, 2002. Prior to joining our company, Mr. Kotler spent 13 years in public accounting, including the last five with Ernst & Young LLP in its Real Estate Group. Mr. Kotler is a certified public accountant.
Harry Engelstein became an Executive Vice President of TOUSA Homes, Inc. on February 3, 2003. Mr. Engelstein began his career in homebuilding in Montreal, Canada, in 1960 as a contractor. In 1979, he moved to Florida to help form Engle Homes. In 1992, Engle Homes went public and Mr. Engelstein, as Executive Vice President, managed the South Florida Division.
J. Eric Rome became an Executive Vice President of TOUSA Homes, Inc. on February 3, 2003. Mr. Rome joined Newmark Homes in 1983 and has held various management positions, including serving as Chief Operating Officer of Newmark Homes and as President of Newmark Homes Texas and Tennessee Divisions.
Mark R. Upton became an Executive Vice President of TOUSA Homes, Inc. on February 3, 2003. Mr. Upton served as President of Engle Homes/Arizona, Inc. since 1997 and has spent 25 years in the homebuilding business. Prior to joining Engle Homes, Mr. Upton was Executive Vice President of UDC Homes, and had regional responsibility for various operating divisions. Before UDC, he held various management positions with Ryan Homes.
59
EXECUTIVE COMPENSATION
The following table presents certain summary information concerning compensation earned for services rendered in all capacities by each of the two individuals who served as Chief Executive Officer as well as our other four most highly compensated executive officers (the Named Executive Officers) whose total annual salary and bonus exceeded $100,000 during the fiscal year ended December 31, 2002.
Long Term | ||||||||||||||||||||||||
Compensation | ||||||||||||||||||||||||
Annual Compensation | Awards | |||||||||||||||||||||||
Other | Securities | |||||||||||||||||||||||
Annual | Under- | All Other | ||||||||||||||||||||||
Compen- | Lying | Compen- | ||||||||||||||||||||||
Name and Principal Position | Year | Salary($) | Bonus($) | sation($) | Options(#) | sation($) | ||||||||||||||||||
Antonio B. Mon
|
2002 | 828,333 | 2,394,700 | 61,644 | (2) | 1,756,364 | 111,636 | (3) | ||||||||||||||||
Chief Executive Officer,
|
2001 | | | * | | | ||||||||||||||||||
President and Director(1)
|
2000 | | | * | | | ||||||||||||||||||
Tommy L. McAden
|
2002 | 395,833 | 550,000 | * | 439,091 | | ||||||||||||||||||
Vice President Finance and
|
2001 | | | * | | | ||||||||||||||||||
Administration, Chief Financial
|
2000 | | | * | | | ||||||||||||||||||
Officer and Treasurer(1)
|
||||||||||||||||||||||||
Harry Engelstein
|
2002 | 415,000 | 969,064 | * | | | ||||||||||||||||||
Executive Vice President
|
2001 | 385,000 | 902,948 | * | | | ||||||||||||||||||
TOUSA Homes
|
2000 | 315,000 | 501,500 | * | | | ||||||||||||||||||
J. Eric Rome
|
2002 | 408,846 | 800,000 | * | | | ||||||||||||||||||
Executive Vice President
|
2001 | 350,000 | 479,640 | * | | | ||||||||||||||||||
TOUSA Homes
|
2000 | 300,000 | 467,390 | * | | | ||||||||||||||||||
Mark R. Upton
|
2002 | 239,850 | 696,927 | * | | | ||||||||||||||||||
Executive Vice President
|
2001 | 234,000 | 791,981 | * | | | ||||||||||||||||||
TOUSA Homes
|
2000 | 225,000 | 696,927 | * | | | ||||||||||||||||||
Lonnie M. Fedrick
|
2002 | 564,808 | 696,291 | * | | | ||||||||||||||||||
Former Chief Executive Officer,
|
2001 | 550,000 | 1,450,685 | * | | | ||||||||||||||||||
President and Director(4)
|
2000 | 525,000 | 1,497,702 | * | | |
* | Value of perquisites and other personal benefits does not exceed the lesser of $50,000 or 10% of the total of annual salary and bonus reported for the Named Executive Officer. |
(1) | The amounts represented for 2002 include the full year of compensation received by Messrs. Mon and McAden. Prior to June 25, 2002, compensation to Messrs. Mon and McAden was received from Technical Olympic. |
(2) | This amount represents an automobile allowance and a lease of a home, including tax gross-up payments. |
(3) | The amount represents premiums paid for life insurance policies. |
(4) | Mr. Fedrick served as the Chief Executive Officer from January 1, 2002 to June 25, 2002. Mr. Mon has been serving as our Chief Executive Officer since June 25, 2002. |
60
Stock Option Grants and Exercise
The following table provides certain information concerning individual grants of stock options under our Annual and Long-Term Incentive Plan made during the year ended December 31, 2002 to the Named Executive Officers who are listed below. None of the other Named Executive Officers received any option grants during the year ended December 31, 2002.
Option Grants in Last Fiscal Year
Potential Realizable Value | ||||||||||||||||||||||||
Number of | Percent of | at Assumed Annual Rates | ||||||||||||||||||||||
Securities | Total Options | of Stock Price Appreciation | ||||||||||||||||||||||
Underlying | Granted to | Exercise or | for Option Term | |||||||||||||||||||||
Options | Employees in | Base Price | Expiration | |||||||||||||||||||||
Name | Granted(#) | Fiscal Year | ($/Sh) | Date | 5%($) | 10%($) | ||||||||||||||||||
Antonio B. Mon
|
702,541 | 17.17 | 12/31/2012 | 4,882,660 | 14,921,971 | |||||||||||||||||||
351,274 | 18.89 | 12/31/2012 | 1,837,163 | 6,856,868 | ||||||||||||||||||||
351,274 | 20.78 | 12/31/2012 | 1,173,255 | 6,192,961 | ||||||||||||||||||||
351,275 | 22.86 | 12/31/2012 | 442,607 | 5,462,326 | ||||||||||||||||||||
1,756,364 | 80 | % | ||||||||||||||||||||||
Tommy L. McAden
|
175,637 | 17.17 | 12/31/2012 | 1,220,677 | 3,730,530 | |||||||||||||||||||
87,818 | 18.89 | 12/31/2012 | 459,288 | 1,714,207 | ||||||||||||||||||||
87,818 | 20.78 | 12/31/2012 | 292,434 | 1,546,475 | ||||||||||||||||||||
87,818 | 22.86 | 12/31/2012 | 110,651 | 1,365,570 | ||||||||||||||||||||
439,091 | 20 | % |
The following table provides information regarding the options exercised by the Named Executive Officers listed below during fiscal 2002 and the value of options outstanding for such individuals at December 31, 2002. None of the other Named Executive Officers owned any options at December 31, 2002.
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values
Number of Securities | ||||||||||||||||||||||||
Underlying Unexercised | Value of Unexercised | |||||||||||||||||||||||
Options at | In-The-Money Options | |||||||||||||||||||||||
Fiscal Year-End(#) | at Fiscal Year-End($)(1) | |||||||||||||||||||||||
Shares Acquired | Value | |||||||||||||||||||||||
Name | on Exercise(#) | Realized($) | Exercisable | Unexercisable | Exercisable | Unexercisable | ||||||||||||||||||
Antonio B. Mon
|
| | 228,320 | 1,528,044 | | | ||||||||||||||||||
Tommy L. McAden
|
| | 57,082 | 382,009 | | |
(1) | Based on the closing price of our common stock on December 31, 2002 of $14.81. |
Employment Agreements
Antonio B. Mon. Upon the consummation of the merger on June 25, 2002, Antonio B. Mon became our Chief Executive Officer, President and Executive Vice-Chairman, as well as one of our directors. Pursuant to the terms of the employment agreement between Mr. Mon and us, which became effective on the date of the merger and expires on December 31, 2006, Mr. Mon will receive a minimum base salary of $800,000 for the first year with an increase of 10% per year thereafter until the agreement expires or is terminated. Mr. Mon will be eligible to receive an annual bonus and equity awards under our Annual and Long-Term Incentive Plan, and Mr. Mon was granted 1,756,364 options to purchase shares of our common stock. In the event of termination by us without cause and not as a result of his disability or death, or in the event Mr. Mon terminates for good reason or due to a change in control, we will pay Mr. Mon the greater of (a) three times the sum of his base salary, his highest annual cash bonus and the value of his fringe benefits or (b) the aggregate amount of his base salary, his annual cash bonuses and
61
Tommy L. McAden. Upon the consummation of the merger on June 25, 2002, Tommy L. McAden became our Vice President of Finance and Administration, Chief Financial Officer and Treasurer. Pursuant to the terms of the employment agreement between Mr. McAden and us, which became effective on the date of the merger and expires on June 25, 2005, Mr. McAden will receive a minimum base salary of $380,000 and may receive annual salary increases. Mr. McAden will receive an annual bonus and equity awards under our Annual and Long-Term Incentive Plan with respect to each of the years 2002, 2003 and 2004, and Mr. McAden was granted 439,091 options to purchase shares of our common stock. In the event of termination by us without cause, or by Mr. McAden for good reason, we will pay Mr. McAden a termination payment in the amount of the sum of his base salary, annual bonus and the value of any benefits and perquisites that would have been payable or provided to Mr. McAden during the remainder of the agreement term, and accrued compensation. In the event of termination of Mr. McAdens employment due to disability, Mr. McAden will receive accrued base salary and bonus for the year, the economic value of any accrued but unused vacation time and unreimbursed expenses. In the event of a change in control and Mr. McAdens termination of the agreement on this basis, he will receive the greater of (a) the termination payment due above or (b) two times the sum of his salary and annual bonus, plus the value of any benefits and perquisites that would have been provided during the remainder of the agreement term and accrued compensation. In addition, if payments are deemed to constitute excess parachute payments, and Mr. McAden becomes liable for any tax penalties imposed thereon, we will make a cash payment to him in an amount equal to the tax penalties. The agreement contains non-compete provisions in the event of termination of employment.
Yannis Delikanakis. On January 1, 2003, Yannis Delikanakis became our Executive Vice President, pursuant to the terms of an employment agreement between Mr. Delikanakis and us, which became effective on January 1, 2003 and expires on December 31, 2008, Mr. Delikanakis will receive a minimum base salary of $75,000 per year and was granted 900,000 options to purchase shares of our common stock. Mr. Delikanakis will not receive any bonus or other compensation unless approved by our board of directors and our independent directors committee. In the event of any termination, Mr. Delikanakis will receive only unreimbursed business expenses incurred by Mr. Delikanakis. In addition, if payments are deemed to constitute excess parachute payments, and Mr. Delikanakis becomes liable for any tax penalties imposed thereon, we will make a cash payment to him in an amount equal to the tax penalties. The employment agreement contains non-compete provisions in the event of termination of employment.
Harry Engelstein. Effective November 12, 2000, Engle Homes, Inc. and Mr. Engelstein entered into an employment agreement with a term ending on December 31, 2003. Pursuant to that agreement, Mr. Engelstein would serve as Executive Vice President and Chief Construction Officer of Engle Homes, Inc. The continuing relationship between us and Mr. Engelstein in his role as an Executive Vice President of our homebuilding operations are on terms substantially similar to those set forth in the employment agreement. In 2002, Mr. Engelstein received a base salary of $415,000 and received an annual bonus based on a specific formula set forth in the agreement. If Mr. Engelsteins employment is terminated due to
62
J. Eric Rome. Effective January 1, 2003, Mr. Rome became an Executive Vice President of our homebuilding operations pursuant to an employment agreement with a term ending on December 31, 2005. Pursuant to the agreement, Mr. Romes base salary is $420,000. If Mr. Romes employment is terminated for cause, Mr. Rome will be entitled to receive accrued salary and any accrued obligations. If Mr. Romes employment is terminated due to disability or death, Mr. Rome will be entitled to receive accrued salary and a pro-rated bonus. If Mr. Romes employment is terminated by us for any other reason, or if Mr. Rome terminates for good reason, Mr. Rome will be entitled to receive salary, bonus, all accrued obligations, deferred compensation and insurance and related benefits as would have been payable for the remainder of the employment term. The employment agreement contains non-compete provisions in the event of Mr. Romes termination of employment.
Mark R. Upton. Effective November 12, 2000, Engle Homes, Inc. and Mr. Upton entered into an employment agreement with a term ending on December 31, 2003. Pursuant to that agreement, Mr. Upton would serve as President of the Engle Homes Arizona homebuilding operations. On April 1, 2003, the agreement was amended to (i) reflect his new responsibilities as an Executive Vice President of our homebuilding operations, (ii) extend the term of the agreement to December 31, 2004 and (iii) increase his base salary to $420,000. In 2002, Mr. Upton received a base salary of $239,850 and received quarterly bonuses based on a specific formula set forth in his agreement. If Mr. Uptons employment is terminated for cause, incapacity or death, Mr. Upton will be entitled to receive accrued salary and any accrued obligations. If Mr. Uptons employment is terminated for any other reason, or if Mr. Upton terminates for good reason, Mr. Upton will be entitled to receive salary, accrued obligations, a portion of the quarterly bonus and deferred compensation as would have been payable for the remainder of the employment term. In the event of a change in control and a resulting termination of the agreement by Mr. Upton for good reason or by us for any reason other than for cause, incapacity or death, he will receive a lump sum cash payment of two times the aggregate of his salary and recent bonus, plus certain other accrued and deferred compensation. The employment agreement contains non-compete provisions in the event of Mr. Uptons termination of employment.
63
SECURITY OWNERSHIP
The following table sets forth certain information as of November 12, 2003 regarding beneficial ownership of our common stock by the selling stockholder and by each of the following:
| each person (or group of affiliated persons) whom we know to beneficially own more than 5% of the outstanding shares of our common stock; | |
| each of our directors and our Named Executive Officers; and | |
| all of our executive officers and directors as a group. |
The percentage of beneficial ownership of shares owned after the offering is based on 29,889,036 shares of our common stock, after giving effect to the issuance of 2,000,000 shares of our common stock in this offering.
Number of | Number of | ||||||||||||||||
Shares Owned | Number of | Shares Owned | Percentage of | ||||||||||||||
Before | Shares to | After | Shares Owned | ||||||||||||||
Name and Address of Beneficial Owner | Offering(1) | be Sold | Offering(1) | After Offering | |||||||||||||
Technical Olympic S.A.(2)
|
25,278,787 | (3) | 2,500,000 | 22,778,787 | 76.21 | % | |||||||||||
20 Solomon Street | |||||||||||||||||
Ana Kalamaki | |||||||||||||||||
Athens, Greece 17456 | |||||||||||||||||
Konstantinos Stengos
|
25,000 | | 25,000 | * | |||||||||||||
Antonio B. Mon
|
930,868 | (4) | | 930,868 | (4) | 3.02 | % | ||||||||||
Yannis Delikanakis
|
477,000 | (5) | | 477,000 | (5) | 1.57 | % | ||||||||||
Andreas Stengos
|
| | | * | |||||||||||||
George Stengos
|
| | | * | |||||||||||||
Larry D. Horner
|
5,125 | | 5,125 | * | |||||||||||||
William A. Hasler
|
5,848 | (6) | | 5,848 | (6) | * | |||||||||||
Michael J. Poulos
|
2,562 | | 2,562 | * | |||||||||||||
Lonnie M. Fedrick
|
45,462 | | 45,462 | * | |||||||||||||
Tommy L. McAden
|
232,718 | (7) | | 232,718 | (7) | * | |||||||||||
Harry Engelstein
|
| | | * | |||||||||||||
J. Eric Rome
|
9,000 | | 9,000 | * | |||||||||||||
Mark R. Upton
|
| | | * | |||||||||||||
All directors and executive officers as a group
(15 persons)
|
1,733,583 | (8) | | 1,733,583 | (8) | 5.49 | % |
* | Less than one percent. |
Except as otherwise indicated, the address of each person named in this table is c/o Technical Olympic USA, Inc., 4000 Hollywood Boulevard, Suite 500 North, Hollywood, Florida 33021.
(1) | The amounts and percentage of common stock beneficially owned are reported on the basis of regulations of the Commission. Under the rules of the Commission, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to dispose of or direct the disposition of the security. Except as indicated by footnote, and subject to community property laws where applicable, the persons named in the table below have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them. In addition, in determining the number and percentage of shares beneficially owned by each person, shares issuable pursuant to options exercisable within 60 days after November 12, 2003 are deemed outstanding for purposes of determining the total number of shares outstanding for such person but are not deemed outstanding for such purpose for all other shareholders. Under these rules, more than one person may be deemed a beneficial owner of the same securities, and a person may be deemed a beneficial owner of securities as to which he has no economic interest. |
64
(2) | Konstantinos Stengos owns more than 5% of the outstanding stock of Technical Olympic S.A. Technical Olympic S.A. owns 90.64% of our common stock and will own 76.21% of our common stock after the offering (73.95% if the over-allotment is exercised in full). Any material relationships between us and Technical Olympic S.A. are described in Certain Relationships and Related Transactions. |
(3) | This amount reflects the sale of an aggregate of 300,000 shares of our common stock which were sold by Technical Olympic pursuant to Rule 144 of the Securities Act from May 27, 2003 to October 1, 2003. As a result of the restructuring transaction, the shares of our common stock owned by Technical Olympic were transferred to Technical Olympic S.A. effective as of October 30, 2003. |
(4) | Consists solely of shares issuable upon exercise of stock options that have already vested or will vest within 60 days. |
(5) | Consists solely of shares issuable upon exercise of stock options that have already vested or will vest within 60 days. |
(6) | Consists solely of shares issuable upon exercise of stock options that have already vested or will vest within 60 days. |
(7) | Consists solely of shares issuable upon exercise of stock options that have already vested or will vest within 60 days. |
(8) | Includes 1,646,434 shares issuable upon exercise of stock options that have already vested or will vest within 60 days. |
65
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Restructuring Transaction
In a restructuring transaction, all of the shares of Technical Olympic, our prior principal stockholder, were sold by Technical Olympic (UK) Limited to Technical Olympic S.A. Technical Olympic was then merged with and into TOI, LLC, a newly formed wholly-owned subsidiary of ours. As part of the merger, Technical Olympic S.A. acquired the shares of our common stock. Prior to the merger, Technical Olympic was a wholly-owned subsidiary of Technical Olympic (UK) Limited, which is a wholly-owned subsidiary of Technical Olympic S.A. The restructuring was accomplished to eliminate global tax inefficiencies resulting from a double holding company structure.
Management Services Agreement
Pursuant to a Management Services Agreement between us and Technical Olympic (successor to Techolym L.P.), dated June 1, 2000, Technical Olympic provided us with certain advisory, administrative and other services. We made payments totaling $1.5 million, $1.9 million and $1.4 million for the years ended December 31, 2000, 2001 and 2002, respectively, related to this agreement. On June 13, 2003, we entered into an Amended and Restated Management Services Agreement with Technical Olympic. The agreement was effective as of January 1, 2003 and expires on December 31, 2007. Pursuant to the amended agreement, Technical Olympic provided consultation with, and assistance to, our board of directors and management in connection with issues involving our business, as well as other services requested from time to time by our board of directors. In consideration for providing such services, we agreed to pay Technical Olympic an annual management fee of $500,000 and, to the extent our net income for any fiscal year meets established targets, additional annual incentive fees, which may not exceed $3.0 million. Pursuant to the agreement, we agreed to indemnify Technical Olympic for any liability incurred by it as a result of the performance of its duties other than any liability resulting from Technical Olympics gross negligence or willful misconduct. We may terminate the agreement upon six months prior written notice. In connection with the restructuring transaction, Technical Olympic assigned its obligations and rights under the Amended and Restated Management Services Agreement to Technical Olympic Services, Inc., a Delaware corporation wholly-owned by Technical Olympic S.A., effective as of October 29, 2003. Pursuant to the terms of our revolving credit facility, the aggregate amount of annual fees payable under the Amended and Restated Management Services Agreement may not exceed $3.5 million.
Purchasing Agreements
In order to consolidate the purchasing function, we and our subsidiary TOUSA Homes, Inc. entered into non-exclusive purchasing agreements with Technical Olympic S.A. in November 2000. Under the purchasing agreements, Technical Olympic S.A. would purchase certain materials and supplies necessary for operations on our respective behalves and provide them to us at cost. No additional fees or other consideration are paid to Technical Olympic S.A. These agreements may be terminated upon 60 days prior notice. Technical Olympic S.A. purchased an aggregate of $70.5 million, $342.6 million and $191.6 million of materials and supplies on our behalf for the years ended December 31, 2000, 2001 and 2002, respectively. Konstantinos Stengos, our Chairman of the Board of Directors, is President and Managing Director of Technical Olympic S. A. George Stengos, one of our directors, is Vice President of Technical Olympic S.A.
During the year ended December 31, 2002, one of our subsidiaries purchased approximately $962,500 of homesites from Willow Park Green, Ltd. Michael Stevens, a former director, has an indirect limited partnership interest in such entity.
66
Certain Land Bank Transactions
During 2001, Engle Homes, our predecessor-in-interest, sold certain undeveloped real estate tracts to, and entered into a number of agreements (including option contracts and construction contracts) with, Equity Group, a limited liability company controlled by Alec Englestein, Harry Englesteins brother. We made payments of $11.9 million, $36.0 million and $7.0 million to this entity pursuant to these agreements during the twelve months ended December 31, 2001 and 2002 and the nine months ended September 30, 2003, respectively. As of June 30, 2003, the remaining homesites had been acquired and the agreements were terminated. On September 29, 2003, we entered into two additional option agreements with Equity Group. The two agreements provide that we purchase lots for a total aggregate sum of approximately $16.1 million.
Merger Agreement
On June 25, 2002, we completed the merger with Engle Holdings. At the time of the merger, each issued and outstanding share of Engle Holdings common stock was exchanged for 1,724.08294 shares of Newmark Homes common stock and we changed our name to Technical Olympic USA, Inc. At the date of the merger, there were 9,500 shares of Engle Holdings common stock issued and outstanding, all of which were held by Technical Olympic. As a result of the merger, 16,378,787 shares of our common stock were issued to Technical Olympic. As a result of the restructuring transaction, the shares of our common stock owned by Technical Olympic were transferred to Technical Olympic S.A. effective as of October 30, 2003.
Tax Allocation Agreements
Pursuant to certain tax allocation agreements applicable to us and Engle Holdings, for tax periods ending on or after December 15, 1999 with respect to our company and on or after November 22, 2000 with respect to Engle Holdings, our and Engle Holdings earnings may be included in the consolidated federal income tax returns filed by Technical Olympic. The amount of our and Engle Holdings liability to (or entitlement to payment from) Technical Olympic equals the amount of taxes that each would respectively owe (or refund that each would receive) had we or Engle Holdings, as the case may be, prepared its federal tax returns on a stand-alone basis, and we and Engle Holdings have certain indemnification rights with respect to payments which we have made to Technical Olympic and any tax liabilities of Technical Olympic or its affiliated entities other than to us or Engle Holdings. With respect to the tax allocation agreements, we made payments totaling $15.3 million, $47.2 million and $37.7 million for the years ended December 31, 2000, 2001 and 2002, respectively. The tax allocation agreement between Technical Olympic and Engle Homes was terminated after the merger. The tax allocation agreement between Technical Olympic and us was terminated as a result of the merger of Technical Olympic into one of our wholly-owned subsidiaries pursuant to the restructuring transaction.
67
DESCRIPTION OF CAPITAL STOCK
We are authorized to issue up to 67,000,000 shares of common stock, $0.01 par value per share and 3,000,000 shares of preferred stock, $0.01 par value per share. The following description summarizes information about our capital stock. You can obtain more information about our capital stock by reviewing our certificate of incorporation and bylaws, as well as the Delaware General Corporation Law.
Common Stock
Shares Outstanding; Listing. As of November 12, 2003, 27,889,036 shares of our common stock were issued and outstanding. Our common stock is listed on the Nasdaq National Market under the symbol TOUS.
Voting Rights. Holders of our common stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders and do not have cumulative voting rights. Thus, holders of a majority of the shares of common stock entitled to vote in any election of directors may elect all of the directors standing for election. Our certificate of incorporation provides that our directors cannot be removed other than with the consent of holders of not less than two-thirds of the voting power of our common stock. Currently, Technical Olympic S.A. owns 90.64% of the voting power of our common stock and will own 76.21% following this offering (73.95% if the over-allotment is exercised in full).
Dividends. Each share of common stock is entitled to receive dividends if, as and when declared by the board of directors out of funds legally available for that purpose, subject to preferences that may apply to any preferred stock that we may issue in the future.
Liquidation Rights. In the event of our dissolution or liquidation, after satisfaction of all our debts and liabilities and distributions to the holders of any preferred stock that we may issue in the future, of amounts to which they are preferentially entitled, holders of our common stock are entitled to receive ratably all of our assets available in the distribution of assets to the stockholders.
Other Provisions. There are no conversion rights or preemptive or subscription rights to subscribe for any additional securities which we may issue. There are no redemption provisions or sinking fund provisions applicable to the common stock. All outstanding shares of common stock are fully paid and nonassesable.
The rights and preferences of holders of our common stock are subject to the rights of any series of preferred stock which we may issue in the future.
Preferred Stock
As of November 12, 2003, there were no shares of our preferred stock outstanding.
Our board of directors is authorized by our certificate of incorporation to provide for the issuance of shares of preferred stock, in one or more series, to establish or modify the number of shares to be included in each series, to fix or modify the designation, rights, preferences, privileges and restrictions of the shares of each series and to increase or decrease the number of shares of any series of preferred stock, all without any further vote or action by our stockholders. It is not possible to state the actual effect of the issuance of any shares of preferred stock on the rights of holders of common stock until our board of directors determines the specific rights attached to that preferred stock.
Registration Rights
Under a Registration Rights Agreement, dated June 25, 2002, between us and Technical Olympic, we agreed with Technical Olympic that we would register under the Securities Act the resale of all of the shares of common stock or securities issued in respect of, or in exchange for, such common stock then held, or from time to time thereafter held, by Technical Olympic. Technical Olympic had the right to request that we file, and use our best efforts to have declared effective as soon as practicable, a registration statement with the SEC at any time (subject to the aggregate value of the registrable securities being at
68
Pursuant to our agreement with Technical Olympic, Technical Olympic S.A. requested that we prepare and file a registration statement on Form S-1 with respect to this offering. This prospectus will form part of the Form S-1. As a result of the restructuring transaction, the shares of our common stock owned by Technical Olympic were transferred to Technical Olympic S.A. and all of Technical Olympics rights and obligations under the Registration Rights Agreement inured to the benefit of Technical Olympic S.A.
Anti-Takeover Effects of Delaware Law and our Certificate of Incorporation and Bylaws
Certain provisions of Delaware law and our certificate of incorporation and bylaws, summarized below, may discourage, delay, defer or prevent a tender offer or takeover attempt that a stockholder might consider in its best interest, including those attempts that might result in a premium over the market price for shares held by our stockholders.
Pursuant to Section 203(b)(1) of the Delaware corporate law, our certificate of incorporation provides that the provisions of Section 203 shall not apply to us. However, as our controlling stockholder, Technical Olympic S.A. has the power to amend our certificate of incorporation at any time. In general, Section 203 prohibits a publicly-held Delaware corporation from engaging in a business combination with an interested stockholder for a period of three years after the time such stockholder became an interested stockholder unless, subject to exceptions, the business combination or the transaction in which the person became an interested stockholder is approved in a prescribed manner. A business combination includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. An interested stockholder is a person who, together with affiliates and associates, owns, or within three years prior, did own, 15% or more of the corporations voting stock. If applicable, these provisions may have the effect of delaying, deferring or preventing a change in control without further action by the stockholders.
Our certificate of incorporation provides that our board of directors may issue shares of our authorized but unissued common stock and preferred stock without stockholder approval. These additional shares may be utilized for a variety of corporate purposes, including future public or private offerings to raise additional capital, corporate acquisitions or employee benefit plans. The existence of authorized but unissued and unreserved common stock and preferred stock may enable our board of directors to issue shares to persons friendly to current management, which could render more difficult or discourage an attempt to obtain control of our company by means of a proxy contest, tender offer, merger or otherwise, and thereby protect the continuity of our management.
Our bylaws provide that special meetings of stockholders can be called only by the board of directors, the Chairman of the Board, if any, or the President. Moreover, the business permitted to be conducted at any special meeting of stockholders is limited to the business brought before the meeting by the board of directors, the Chairman of the Board, if any, or the President. Our bylaws provide that stockholders must follow an advance notification procedure for certain stockholder nominations of candidates for the board of directors and for certain other stockholder business to be conducted at an annual meeting or special meeting.
69
Indemnification of Officers and Directors
As permitted by the Delaware General Corporation Law, we have included a provision in our certificate of incorporation to eliminate the personal liability of our officers and directors incurred by them solely by reason of their service to our company.
Transfer Agent
The Transfer Agent and Registrar for our common stock is Equiserve Trust Company, N.A.
SHARES ELIGIBLE FOR FUTURE SALE
Upon completion of this offering, we will have 29,889,036 shares of our common stock outstanding. All shares of our common stock after this offering, other than 22,865,936 shares held by the selling stockholder and our other affiliates (22,190,936 shares if the over-allotment is exercised in full), will be freely tradable without restriction under the Securities Act unless those shares are acquired and held by an affiliate of our company. Sales of shares of our common stock by affiliates will be subject to the volume limitations and other restrictions set forth in Rule 144 under the Securities Act. We, the selling stockholder and our officers and directors have agreed not to sell or otherwise dispose of any shares of our common stock or securities convertible into or exchangeable for shares of our common stock for a period of 90 days after the completion of this offering, subject to certain exceptions.
In addition to outstanding shares eligible for sale, we have reserved 4,000,000 shares of common stock issuable upon exercise of outstanding stock options under our Annual and Long-Term Incentive Plan, of which 3,436,491 are issuable under currently outstanding options. We have registered the issuance of all of these shares under the Securities Act, and therefore, these shares will be freely tradable when issued, subject to the volume limitations of Rule 144 in the case of shares held by our affiliates.
Following the offering, Technical Olympic S.A. will continue to have the right to cause us to register for sale under the Securities Act all or part of the shares of our common stock held by it. See Description of Capital Stock Registration Rights.
70
MATERIAL UNITED STATES FEDERAL TAX CONSIDERATIONS TO NON-U.S. HOLDERS
The following is a general summary of the material United States federal income and estate tax considerations to a Non-U.S. Holder (as defined below) relevant to the ownership and disposition of shares of common stock purchased in this offering. This summary is based on the Internal Revenue Code of 1986, as amended (the Code), final, temporary and proposed United States Treasury regulations promulgated thereunder, Internal Revenue Service (IRS) rulings, official pronouncements and judicial decisions, all as in effect on the date hereof and all of which are subject to change, possibly with retroactive effect, or different interpretations. This summary does not discuss all the tax consequences that may be relevant to a particular Non-U.S. Holder in light of the holders particular circumstances and it is not intended to be applicable in all respects to all categories of Non-U.S. Holders, some of whom may be subject to special rules not discussed below. The discussion below deals only with shares of common stock held as capital assets within the meaning of the Code, and does not address purchasers of the common stock that may be subject to special rules. Purchasers that may be subject to special rules include:
| some U.S. expatriates; | |
| financial institutions; | |
| insurance companies; | |
| partnerships or other pass-through entities; | |
| tax-exempt entities; | |
| dealers in securities or currencies; | |
| traders in securities; | |
| holders whose functional currency is not the U.S. dollar; and | |
| persons that hold the common stock as part of a straddle, hedge, conversion or other integrated transaction. |
The following discussion does not address the U.S. federal income tax consequences of persons who hold the common stock through a partnership or other pass-through entity. In addition, the following discussion does not address any state, local or foreign tax considerations that may be relevant to a Non-U.S. Holders decision to purchase shares of common stock. You should consult your own tax advisor regarding the particular U.S. federal, state and local and foreign income and other tax consequences of acquiring, owning and disposing of the common stock that may be applicable to you.
Special rules may apply to certain Non-U.S. Holders, such as controlled foreign corporations, passive foreign investment companies, and foreign personal holding companies, that are subject to special treatment under the Code. Such entities should consult their own tax advisors to determine the U.S. federal, state, local and other tax consequences that may be relevant to them.
For purposes of the federal income tax portion of this discussion, a Non-U.S. Holder means a beneficial owner of common stock that is a nonresident alien or a corporation, trust or estate that is not (1) a corporation created or organized in or under the laws of the United States or any political subdivision thereof, (2) an estate the income of which is subject to United States federal income taxation regardless of its source or (3) a trust (a) that is subject to the supervision of a court within the United States and the control of one or more United States persons as described in section 7701(a)(30) of the Code or (b) that has a valid election in effect under applicable United States Treasury regulations to be treated as a U.S. person. For purposes of the federal estate tax portion of this discussion, a Non-U.S. Holder means a beneficial owner of common stock who is an individual who is not domiciled in the United States. A person acquires a domicile in the United States by living in the United States, even for a brief period, with no definite present intention of later removing from the United States. If domicile exists in the United States, an intention to change domicile does not actually effect such a change unless accompanied by an actual removal from the United States.
71
ALL NON-U.S. HOLDERS ARE ADVISED TO CONSULT THEIR OWN TAX ADVISORS REGARDING THE FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF SHARES OF COMMON STOCK IN LIGHT OF THEIR OWN PARTICULAR CIRCUMSTANCES.
Dividends on Common Stock
Generally, any dividends paid to a Non-U.S. Holder of common stock will be subject to United States federal withholding tax at a rate of 30% of the amount of the dividend, or at a lower applicable income tax treaty rate. However, if the dividend is effectively connected with the conduct of a United States trade or business of a Non-U.S. Holder (and is attributable to a U.S. permanent establishment of such Non-U.S. Holder, if an income tax treaty applies) it generally will be subject to United States federal income tax on a net income basis at ordinary federal income tax rates (in which case the branch profits tax at 30% (or such lower rate as may be specified in an applicable income tax treaty) may also apply if such Non-U.S. Holder is a foreign corporation), and assuming certain certification requirements are met, will not be subject to the 30% withholding tax.
United States Treasury regulations require a Non-U.S. Holder to provide certain certifications under penalties of perjury that such holder is not a United States person in order to obtain treaty benefits (and avoid backup withholding as discussed below).
A Non-U.S. Holder of common stock eligible for a reduced rate of United States withholding tax pursuant to an income tax treaty may obtain a refund of any excess amounts withheld by filing an appropriate claim for refund with the IRS.
Disposition of Common Stock
Subject to the discussion of backup withholding below, any capital gain realized upon a sale or other disposition of common stock by a Non-U.S. Holder ordinarily will not be subject to United States federal income tax unless (1) the gain is effectively connected with a trade or business conducted by such Non-U.S. Holder within the United States (and is attributable to a U.S. permanent establishment of such holder, if an income tax treaty applies) in which case, the Non-U.S. Holder will be subject to United States federal income tax on the net gain derived from the sale under regular graduated United States federal income tax rates, and if the Non-U.S. Holder is a foreign corporation, the branch profits tax at 30% of the Non-U.S. Holders effectively connected earnings and profits within the meaning of the Code for the taxable year, as adjusted for certain items, (or such lower rate as may be specified in an applicable income tax treaty) may also apply, or (2) in the case of a Non-U.S. Holder that is an individual who holds the common stock as a capital asset, such Non-U.S. Holder is present in the United States for a period or periods aggregating 183 days or more in the taxable year of the sale or other disposition and certain other requirements are met (in which case the holder will be subject to a flat 30% tax on the gain derived from the sale, which may be offset by United States source capital losses, even though the individual is not considered a resident of the United States), or (3) we are or have been a United States real property holding corporation (a USRPHC) for United States federal income tax purposes at any time within the lesser of (a) the five-year period ending on the date of the sale or other disposition and (b) the Non-U.S. Holders holding period, and, in each case, no income tax treaty exception is applicable. We believe that we are currently a USRPHC and will remain a USRPHC in the future. However, any gain recognized by a Non-U.S. Holder on the disposition of the common stock still would not be subject to U.S. federal income tax if the common stock were to be regularly traded (within the meaning of applicable United States Treasury regulations) on an established securities market (such as, for example, the Nasdaq National Market) and the Non-U.S. Holder did not own, directly or constructively, more than 5% of the outstanding common stock at any time during the shorter of (a) the five-year period ending on the date of the sale or other disposition and (b) the Non-U.S. Holders holding period. We believe that upon the consummation of the offering the common stock will be regularly traded (within the meaning of applicable United States Treasury regulations) on an established securities market, although no
72
Federal Estate Taxes
Common stock that is beneficially owned by an individual Non-U.S. Holder at the time of death will be included in the individuals gross estate for United States federal estate tax purposes, unless an applicable estate tax treaty provides otherwise. The individuals gross estate might also include the value of common stock which is held indirectly by the individual through one or more domestic or foreign entities. Non-U.S. holders are encouraged to consult their tax advisors regarding the inclusion of the value of the common stock in their gross estate in cases where it is owned indirectly through one or more entities.
Backup Withholding and Information Reporting
Dividends on common stock paid to a Non-U.S. Holder will generally be exempt from backup withholding tax, provided that Non-U.S. holders meet applicable certification requirements or otherwise establishes an exemption. Non-U.S. holders that fail to meet these requirements will be subject to backup withholding at the rate of 28%.
Payments of the proceeds from the sale by a Non-U.S. Holder of shares of common stock made by or through a foreign office of a broker will not be subject to information reporting or backup withholding except that if the broker is, for United States tax purposes, (i) a U.S. person, (ii) a controlled foreign corporation (as defined in the Code), (iii) a foreign person 50% or more of whose gross income is effectively connected with the conduct of a United States trade or business for a specified three-year period, or (iv) a foreign partnership, if at any time during its tax year, one or more of its partners are U.S. persons, as defined in Treasury regulations, who in the aggregate hold more than 50% of the income or capital interest in the partnership or if, at any time during its tax year, the foreign partnership is engaged in a U.S. trade or business, then information reporting and/or backup withholding may apply to these payments if the Non-U.S. Holder does not meet applicable certification requirements or otherwise established an exemption. Payments of the proceeds from the sale of shares of common stock by or through the United States office of a broker will be subject to information reporting and backup withholding unless the Non-U.S. Holder certifies under penalties of perjury that it is a Non-U.S. Holder or otherwise establishes an exemption from information reporting and backup withholding.
Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against such Non-U.S. Holders United States federal income tax liability provided the required information is furnished to the IRS.
73
UNDERWRITING
Citigroup Global Markets Inc. and UBS Securities LLC are acting as joint book-running managers of the offering. We, the selling stockholder and the underwriters named below have entered into an underwriting agreement concerning the shares offered hereby. Subject to conditions, each underwriter has severally agreed to purchase the number of shares indicated in the following table. Subject to the terms and conditions set forth in the underwriting agreement, the underwriters will be obligated to purchase all of the shares offered hereby if any of the shares are purchased.
Number of | ||||
Underwriters | Shares | |||
Citigroup Global Markets Inc.
|
2,250,000 | |||
UBS Securities LLC
|
2,250,000 | |||
Total
|
4,500,000 | |||
If the underwriters sell more shares than the total number set forth in the table above, the underwriters have a 30-day option to buy up to an additional 675,000 shares from the selling stockholder at the public offering price set forth on the cover of this prospectus less the underwriting discounts and commissions. If any shares are purchased under this option, the underwriters will severally purchase shares in approximately the same proportion as set forth in the table above.
The following table shows the per share and total underwriting discounts and commissions we and the selling stockholder will pay to the underwriters. These amounts are shown assuming both no exercise and full exercise of the underwriters option to purchase up to an additional 675,000 shares.
Fees Paid | Fees Paid by the Selling | |||||||||||
by Us | Stockholder | |||||||||||
No exercise | Full exercise | |||||||||||
Per share
|
$ | 1.43 | $ | 1.43 | $ | 1.43 | ||||||
Total
|
$ | 2,860,000 | $ | 3,575,000 | $ | 4,540,250 |
Pursuant to the terms of the Registration Rights Agreement between us and the selling stockholder, we are responsible for all expenses, other than underwriting discounts and commissions, related to this offering. We estimate that the total expenses of the offering payable by us will be approximately $1,140,000. Expenses include the Securities and Exchange Commission and NASD filing fees, printing, legal, accounting and transfer agent and registrar fees and other miscellaneous fees and expenses.
Shares sold by the underwriters to the public will initially be offered at the public offering price set forth on the cover of this prospectus. Any shares sold by the underwriters to securities dealers may be sold at a discount of up to $0.86 per share from the public offering price. Any of these securities dealers may resell any shares purchased from the underwriters to other brokers or dealers at a discount of up to $0.10 per share from the public offering price. If all the shares are not sold at the public offering price, the underwriters may change the offering price and the other selling terms. Sales of shares made outside of the United States may be made by affiliates of the underwriters. Upon execution of the underwriting agreement, the underwriters will be obligated to purchase the shares at the prices and upon the terms stated therein, and, as a result, will thereafter bear any risk associated with changing the offering price to the public or other selling terms.
We, our directors and executive officers, and the selling stockholder have agreed with the underwriters not to offer, sell, contract to sell, hedge or otherwise dispose of, directly or indirectly, any shares of our common stock or securities convertible into or exchangeable for shares of common stock until after the date that is 90 days after the date of this prospectus, without the prior written consent of Citigroup Global Markets Inc. and UBS Securities LLC. This agreement does not generally apply to the exercise of options under our employee benefits plans.
In connection with the offering, UBS Securities LLC on behalf of the underwriters may purchase and sell shares of common stock in the open market. These transactions may include stabilizing transactions.
74
The underwriters also may impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the underwriters have repurchased shares sold by or for the account of that underwriter in stabilizing or short covering transactions.
These activities by the underwriters may stabilize, maintain or otherwise affect the market price of the common stock. As a result, the price of the common stock may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued by the underwriters at any time. These transactions may be effected on the Nasdaq National Market or otherwise.
In addition, in connection with this offering, some of the underwriters (and selling group members) may engage in passive market making transactions in the common stock on the Nasdaq National Market, prior to the pricing and completion of this offering. Passive market making consists of displaying bids on the Nasdaq National Market no higher than the bid prices of independent market makers and making purchases at prices no higher than those independent bids and effected in response to order flow. Net purchases by a passive market maker on each day are limited to a specified percentage of the passive market makers average daily trading volume in the common stock during a specified period and must be discontinued when that limit is reached. Passive market making may cause the price of the common stock to be higher than the price that otherwise would exist in the open market in the absence of those transactions. If the underwriters commence passive market making transactions, they may discontinue them at any time.
We and the selling stockholder have agreed to indemnify the several underwriters against some liabilities, including liabilities under the Securities Act, and to contribute to payments that the underwriters may be required to make in respect thereof.
In connection with this offering, certain of the underwriters or securities dealers may distribute prospectuses electronically.
The underwriters and their affiliates have in the past performed investment banking, commercial lending and financial advisory services for us and our affiliates for which they have received customary compensation, and they may from time to time do the same in the future. An affiliate of Citigroup Global Markets Inc. is an agent and lender under our revolving credit facility. Approximately $48.0 million of the net proceeds from this offering will be used to repay borrowings under our revolving credit facility.
75
LEGAL MATTERS
Akerman Senterfitt will pass upon the validity of the common stock offered by this prospectus. Cahill Gordon & Reindel LLP will pass upon certain legal matters for the underwriters.
EXPERTS
The consolidated financial statements of Technical Olympic USA, Inc. and subsidiaries at December 31, 2002 and 2001, and for each of the two years in the period ended December 31, 2002, appearing in this Prospectus and Registration Statement have been audited by Ernst & Young LLP, independent certified public accountants, and at December 31, 2000, and for the year then ended, by BDO Seidman, LLP, independent certified public accountants, as set forth in their respective reports thereon appearing elsewhere herein, and are included in reliance upon such reports given the authority of such firms as experts in accounting and auditing.
The consolidated financial statements of Engle Holdings Corp. and subsidiaries at December 31, 2001, and for the year then ended, appearing in this Prospectus and Registration Statement have been audited by Ernst & Young LLP, independent certified public accountants, and at December 31, 2000, and for the periods from November 22, 2000 to December 31, 2000 and November 1, 2000 to November 21, 2000, and each of the two years in the period ended October 31, 2000, by BDO Seidman LLP, independent certified public accountants, as set forth in their respective reports thereon appearing elsewhere herein, and are included in reliance upon such reports given the authority of such firms as experts in accounting and auditing.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We file annual, quarterly and special reports, proxy statements and other information with the SEC under the Exchange Act. You may read and copy this information at, or obtain copies by mail at prescribed rates from, the Public Reference Room of the SEC, 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at (800) SEC-0330. The SEC also maintains an internet world wide web site that contains reports, proxy statements and other information about issuers, like us, who file reports electronically. The address of that site is http://www.sec.gov.
76
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page | |||||
Technical Olympic USA, Inc. and
Subsidiaries
|
|||||
Report of Independent Certified Public Accountants
|
F-2 | ||||
Report of Independent Certified Public Accountants
|
F-3 | ||||
Consolidated Statements of Financial Condition as
of December 31, 2001 and 2002
|
F-4 | ||||
Consolidated Statements of Income for the years
ended December 31, 2000, 2001 and 2002
|
F-5 | ||||
Consolidated Statements of Stockholders
Equity for the years ended December 31, 2000, 2001 and 2002
|
F-6 | ||||
Consolidated Statements of Cash Flows for the
years ended December 31, 2000, 2001 and 2002
|
F-7 | ||||
Notes to Consolidated Financial Statements
|
F-8 | ||||
Consolidated Statements of Financial Condition as
of December 31, 2002 and September 30, 2003 (unaudited)
|
F-27 | ||||
Unaudited Consolidated Statements of Income for
the nine months ended September 30, 2002 and 2003
|
F-28 | ||||
Unaudited Consolidated Statements of Cash Flows
for the nine months ended September 30, 2002 and 2003
|
F-29 | ||||
Notes to Unaudited Consolidated Financial
Statements
|
F-30 | ||||
Engle Holdings Corp. and
Subsidiaries
|
|||||
Report of Independent Certified Public Accountants
|
F-38 | ||||
Report of Independent Certified Public Accountants
|
F-39 | ||||
Consolidated Balance Sheets
|
F-40 | ||||
Consolidated Statements of Operations
|
F-41 | ||||
Consolidated Statements of Shareholders
Equity
|
F-42 | ||||
Consolidated Statements of Cash Flows
|
F-43 | ||||
Notes to Consolidated Financial Statements
|
F-44 |
F-1
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
We have audited the accompanying consolidated statements of financial condition of Technical Olympic USA, Inc. (formerly known as Newmark Homes Corp.) and subsidiaries as of December 31, 2002 and 2001 and the related consolidated statements of income, stockholders equity, and cash flows for each of the two years in the period ended December 31, 2002. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Technical Olympic USA, Inc. (formerly known as Newmark Homes Corp.) and subsidiaries at December 31, 2002 and 2001, and the consolidated results of their operations and their cash flows for each of the two years in the period ended December 31, 2002, in conformity with accounting principles generally accepted in the United States.
ERNST & YOUNG LLP |
Miami, Florida
F-2
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
We have audited the accompanying consolidated statements of income, stockholders equity, and cash flows of Technical Olympic USA, Inc. (formerly known as Newmark Homes Corp.) and subsidiaries (the Company) for the year ended December 31, 2000. These consolidated financial statements are the responsibility of management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above, present fairly, in all material respects, the results of operations and cash flows of the Company for the year ended December 31, 2000, in conformity with accounting principles generally accepted in the United States of America.
BDO SEIDMAN, LLP |
Los Angeles, California
F-3
TECHNICAL OLYMPIC USA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
December 31, | |||||||||
2001 | 2002 | ||||||||
(Dollars in thousands, | |||||||||
except share data) | |||||||||
ASSETS | |||||||||
Homebuilding:
|
|||||||||
Cash and cash equivalents:
|
|||||||||
Unrestricted
|
$ | 67,206 | $ | 44,825 | |||||
Restricted
|
7,738 | 23,645 | |||||||
Inventory
|
645,986 | 753,872 | |||||||
Property and equipment, net
|
10,694 | 13,862 | |||||||
Other assets
|
10,897 | 30,681 | |||||||
Goodwill, net
|
57,726 | 78,252 | |||||||
Westbrooke assets held for sale
|
117,160 | | |||||||
917,407 | 945,137 | ||||||||
Financial Services:
|
|||||||||
Cash and cash equivalents:
|
|||||||||
Unrestricted
|
7,930 | 4,386 | |||||||
Restricted
|
19,605 | 22,866 | |||||||
Mortgage loans held for sale
|
50,933 | 58,840 | |||||||
Other assets
|
3,295 | 3,659 | |||||||
81,763 | 89,751 | ||||||||
Total assets
|
$ | 999,170 | $ | 1,034,888 | |||||
LIABILITIES AND STOCKHOLDERS EQUITY | |||||||||
Homebuilding:
|
|||||||||
Accounts payable and other liabilities
|
$ | 56,295 | $ | 96,820 | |||||
Customer deposits
|
25,674 | 24,564 | |||||||
Consolidated land bank obligations
|
30,022 | 16,288 | |||||||
Homebuilding borrowings
|
308,697 | 413,110 | |||||||
Westbrooke liabilities associated with assets
held for sale
|
71,800 | | |||||||
492,488 | 550,782 | ||||||||
Financial Services:
|
|||||||||
Accounts payable and other liabilities
|
18,828 | 21,560 | |||||||
Financial services borrowings
|
38,689 | 48,309 | |||||||
57,517 | 69,869 | ||||||||
Total liabilities
|
550,005 | 620,651 | |||||||
Minority interest
|
35,795 | 9,092 | |||||||
Commitments and contingencies
|
| | |||||||
Stockholders equity:
|
|||||||||
Common stock $.01 par value;
67,000,000 shares authorized and 27,878,787 shares issued and
outstanding
|
279 | 279 | |||||||
Additional paid-in capital
|
322,400 | 322,400 | |||||||
Retained earnings
|
90,691 | 82,466 | |||||||
Total stockholders equity
|
413,370 | 405,145 | |||||||
Total liabilities and stockholders equity
|
$ | 999,170 | $ | 1,034,888 | |||||
See accompanying notes to consolidated financial statements.
F-4
TECHNICAL OLYMPIC USA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
Year Ended December 31, | |||||||||||||
2000 | 2001 | 2002 | |||||||||||
(Dollars in thousands, except share data) | |||||||||||||
Homebuilding:
|
|||||||||||||
Revenues:
|
|||||||||||||
Homes sales
|
$ | 540,323 | $ | 1,374,551 | $ | 1,349,713 | |||||||
Land sales
|
6,343 | 18,361 | 27,379 | ||||||||||
546,666 | 1,392,912 | 1,377,092 | |||||||||||
Cost of sales:
|
|||||||||||||
Home sales
|
434,736 | 1,091,626 | 1,075,875 | ||||||||||
Land sales
|
6,203 | 16,660 | 24,430 | ||||||||||
440,939 | 1,108,286 | 1,100,305 | |||||||||||
Gross profit
|
105,727 | 284,626 | 276,787 | ||||||||||
Selling, general and administrative expenses
|
63,832 | 152,063 | 163,726 | ||||||||||
Depreciation and amortization
|
3,112 | 8,849 | 5,952 | ||||||||||
Severance and merger related expenses
|
| 2,643 | 19,963 | ||||||||||
Loss on early retirement of debt
|
| | 5,411 | ||||||||||
Other (income) expense
|
2,264 | (3,941 | ) | (5,838 | ) | ||||||||
Homebuilding pretax income
|
36,519 | 125,012 | 87,573 | ||||||||||
Financial Services:
|
|||||||||||||
Revenues
|
2,562 | 32,659 | 40,214 | ||||||||||
Expenses
|
1,635 | 17,688 | 20,846 | ||||||||||
Financial Services pretax income
|
927 | 14,971 | 19,368 | ||||||||||
Income from continuing operations before income
taxes
|
37,446 | 139,983 | 106,941 | ||||||||||
Income tax expense
|
13,672 | 52,218 | 39,900 | ||||||||||
Income from continuing operations
|
23,774 | 87,765 | 67,041 | ||||||||||
Discontinued operations:
|
|||||||||||||
Income from discontinued operations
|
10,265 | 10,118 | 7,922 | ||||||||||
Income tax expense
|
3,944 | 3,846 | 2,959 | ||||||||||
Income from discontinued operations, net of taxes
|
6,321 | 6,272 | 4,963 | ||||||||||
Net income
|
$ | 30,095 | $ | 94,037 | $ | 72,004 | |||||||
Earnings per common share (basic and diluted):
|
|||||||||||||
From continuing operations
|
$ | 1.79 | $ | 3.15 | $ | 2.40 | |||||||
From discontinued operations
|
0.48 | 0.22 | 0.18 | ||||||||||
Net income
|
$ | 2.27 | $ | 3.37 | $ | 2.58 | |||||||
Weighted average number of common shares
outstanding:
|
|||||||||||||
Basic and diluted
|
13,250,062 | 27,878,787 | 27,878,787 | ||||||||||
See accompanying notes to consolidated financial statements.
F-5
TECHNICAL OLYMPIC USA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
Common Stock | Additional | ||||||||||||||||||||
Paid-In | Retained | ||||||||||||||||||||
Shares | Amount | Capital | Earnings | Total | |||||||||||||||||
(Dollars in thousands) | |||||||||||||||||||||
Balance at January 1, 2000
|
11,500,000 | $ | 115 | $ | 106,855 | $ | 2,648 | $ | 109,618 | ||||||||||||
Combination of stockholders equity of Engle
Holdings upon consummation of merger (see Note 1)
|
| | 215,709 | | 215,709 | ||||||||||||||||
Conversion of Engle Holdings shares exchanged in
connection with merger (see Note 1)
|
16,378,787 | 164 | (164 | ) | | | |||||||||||||||
Distributions by Engle Holdings
|
| | | (363 | ) | (363 | ) | ||||||||||||||
Net income
|
| | | 30,095 | 30,095 | ||||||||||||||||
Balance at December 31, 2000
|
27,878,787 | 279 | 322,400 | 32,380 | 355,059 | ||||||||||||||||
Distributions by Engle Holdings
|
| | | (29,516 | ) | (29,516 | ) | ||||||||||||||
Dividends paid
|
| | | (6,210 | ) | (6,210 | ) | ||||||||||||||
Net income
|
| | | 94,037 | 94,037 | ||||||||||||||||
Balance at December 31, 2001
|
27,878,787 | 279 | 322,400 | 90,691 | 413,370 | ||||||||||||||||
Assumption of Technical Olympic debt (see Note 1)
|
| | | (75,416 | ) | (75,416 | ) | ||||||||||||||
Distributions by Engle Holdings
|
| | | (4,813 | ) | (4,813 | ) | ||||||||||||||
Net income
|
| | | 72,004 | 72,004 | ||||||||||||||||
Balance at December 31, 2002
|
27,878,787 | $ | 279 | $ | 322,400 | $ | 82,466 | $ | 405,145 | ||||||||||||
See accompanying notes to consolidated financial statements.
F-6
TECHNICAL OLYMPIC USA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended December 31, | ||||||||||||||
2000 | 2001 | 2002 | ||||||||||||
Cash flows from operating
activities:
|
||||||||||||||
Net income
|
$ | 30,095 | $ | 94,037 | $ | 72,004 | ||||||||
Adjustments to reconcile net income to net cash
provided by operating activities:
|
||||||||||||||
Income from discontinued operations
|
(6,321 | ) | (6,272 | ) | (4,963 | ) | ||||||||
Depreciation and amortization
|
3,112 | 8,849 | 5,952 | |||||||||||
Amortization of deferred finance costs
|
| | 1,474 | |||||||||||
Deferred income taxes
|
2,404 | 5,121 | (2,061 | ) | ||||||||||
Other adjustments
|
(592 | ) | (819 | ) | 1,095 | |||||||||
Changes in operating assets and liabilities:
|
||||||||||||||
Restricted cash
|
(494 | ) | (17,138 | ) | (19,126 | ) | ||||||||
Inventories
|
14,054 | (25,691 | ) | (75,910 | ) | |||||||||
Other assets
|
(6,490 | ) | (8,678 | ) | (2,359 | ) | ||||||||
Accounts payable and other liabilities
|
(19,838 | ) | 12,728 | 39,077 | ||||||||||
Customer deposits
|
(7,554 | ) | (953 | ) | (1,575 | ) | ||||||||
Mortgage loans held for sale
|
(6,062 | ) | (36,527 | ) | (7,907 | ) | ||||||||
Net cash provided by operating activities
|
2,314 | 24,657 | 5,701 | |||||||||||
Cash flows from investing
activities:
|
||||||||||||||
Net additions to property and equipment
|
(1,300 | ) | (6,713 | ) | (8,749 | ) | ||||||||
Amounts paid for acquisitions, net of cash
acquired
|
| | (51,315 | ) | ||||||||||
Increase in cash as a result of the merger with
Engle Holdings Corp.
|
35,456 | | | |||||||||||
Additional purchase price paid in connection with
Westbrooke acquisition
|
(1,230 | ) | | | ||||||||||
Other
|
(796 | ) | 331 | | ||||||||||
Net cash provided by (used in) investing
activities
|
32,130 | (6,382 | ) | (60,064 | ) | |||||||||
Cash flows from financing
activities:
|
||||||||||||||
Net (repayments on) proceeds from revolving
credit facilities
|
(22,872 | ) | 12,026 | 58,574 | ||||||||||
Proceeds from notes offering
|
| | 350,000 | |||||||||||
Proceeds from unsecured borrowings from banks
|
215,000 | 27,001 | | |||||||||||
Principal payments on unsecured borrowings and
senior notes
|
(214,925 | ) | (66,764 | ) | (379,577 | ) | ||||||||
Principal payments on acquisition notes payable
|
(950 | ) | (1,216 | ) | | |||||||||
Net proceeds from (payments on) consolidated land
bank obligations
|
| 30,022 | (13,734 | ) | ||||||||||
Net proceeds from financial services borrowings
|
5,585 | 29,618 | 9,620 | |||||||||||
Payments for deferred financing costs
|
| | (15,252 | ) | ||||||||||
Minority interest in consolidated subsidiaries
|
| 35,795 | (26,703 | ) | ||||||||||
Dividends paid
|
| (6,210 | ) | | ||||||||||
Distributions by Engle Holdings
|
(363 | ) | (29,516 | ) | (4,813 | ) | ||||||||
Net cash (used in) provided by financing
activities
|
(18,525 | ) | 30,756 | (21,885 | ) | |||||||||
Net cash provided by (used in) operations
|
15,919 | 49,031 | (76,248 | ) | ||||||||||
Net cash provided by discontinued operations
|
748 | 1,854 | 50,323 | |||||||||||
Increase (decrease) in cash and cash
equivalents
|
16,667 | 50,885 | (25,925 | ) | ||||||||||
Cash and cash equivalents at beginning of period
|
7,584 | 24,251 | 75,136 | |||||||||||
Cash and cash equivalents at end of period
|
$ | 24,251 | $ | 75,136 | $ | 49,211 | ||||||||
See accompanying notes to consolidated financial statements.
F-7
TECHNICAL OLYMPIC USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Business and Organization
Business
Technical Olympic USA, Inc., formerly known as Newmark Homes Corp., is a Delaware corporation. We are a homebuilder with a geographically diversified national presence. We operate in 14 metropolitan markets located in four major geographic regions: Florida, Texas, the West and the Mid-Atlantic. We design, build and market detached single-family residences, town homes and condominiums. We also provide title and mortgage brokerage services to our homebuyers and others. We do not retain or service the mortgages that we originate but, rather, sell the mortgages and related servicing rights to investors.
Organization
The Merger and Notes Offering
On June 25, 2002, Engle Holdings Corp. (Engle) merged with and into Newmark Homes Corp. (Newmark). The combined company was renamed Technical Olympic USA, Inc. Each issued and outstanding share of Engle common stock was exchanged for 1,724.08294 shares of Newmark common stock (the Merger). At the date of the Merger, there were 9,500 shares of Engle common stock issued and outstanding, all of which were held by Technical Olympic, Inc. (Technical Olympic). As a result of the Merger, 16,378,787 of additional shares were issued to Technical Olympic. In addition, we assumed $75.4 million of debt incurred by Technical Olympic (the Technical Olympic Debt). The Technical Olympic Debt accrued interest at rates ranging from 13.5% to 14.875% and was to mature on September 30, 2004. As both Engle and Newmark were under the control of Technical Olympic, in accordance with Statement of Financial Accounting Standards (SFAS) No. 141, Business Combinations, the Merger was accounted for in a manner similar to a pooling of interests, whereby we recognized the acquired assets and liabilities of Engle at their historical carrying amounts. As both entities came under common control of Technical Olympic on November 22, 2000, the financial statements and other operating data have been restated to include the operations of Engle from November 22, 2000. Our assumption of the $75.4 million of Technical Olympic Debt has been accounted for as a distribution.
As a result of the exchange of equity interests, Technical Olympic owns 91.75% of us. Technical Olympic is a wholly-owned subsidiary of Technical Olympic (UK) PLC, an English company, which is a wholly-owned subsidiary of Technical Olympic S.A., a Greek company that is publicly traded on the Athens Stock Exchange.
Concurrently with the Merger, we completed a private placement of $200.0 million 9% senior notes and $150.0 million 10 3/8% senior subordinated notes (the Notes Offering). The net proceeds of approximately $335.0 million from the Notes Offering were used to repay certain indebtedness of both Newmark and Engle and the Technical Olympic Debt that was assumed in connection with the Merger. Additionally, we entered into a revolving credit facility to fund working capital, which provides for loans up to $220.0 million.
Subsequently, all outstanding privately placed senior and senior subordinated notes were exchanged for an equivalent amount of notes at their respective interest rates, which are registered under the Securities Act of 1933.
Engle Acquisition
On November 22, 2000, Engle became a wholly-owned subsidiary of Technical Olympic. Engles stockholders received $19.10 for each share of Engles common stock at the time of acquisition. Following the acquisition, the common stock of Engle ceased to be publicly traded. The acquisition of Engle was accounted for using the purchase method of accounting. Total consideration for the acquisition
F-8
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
approximated $542.0 million, including $216.0 million in cash and the assumption of $326.0 million of liabilities. The push down basis of accounting resulted in us allocating approximately $527.0 million to inventories and other identifiable assets and $15.0 million to goodwill.
As a result of the change in control of Engle, Engle was required by the indentures governing its senior notes to offer to repurchase all of its outstanding senior notes at a price of 101% of the principal plus accrued interest. Upon termination of the offer in January 2001, Engle repurchased approximately $237.0 million of $250.0 million of its senior notes. Approximately $13.0 million of the senior notes were not tendered and remained outstanding as of December 31, 2001. These notes were discharged with the proceeds from the Notes Offering.
2. Summary of Significant Accounting Policies
Our accounting and reporting policies conform to accounting principles generally accepted in the United States and general practices within the homebuilding industry. The following summarizes the more significant of these policies.
Principles of Consolidation and Basis of Presentation
The consolidated financial statements include our accounts and those of our subsidiaries. All significant intercompany balances and transactions have been eliminated in the consolidated financial statements. As a result of the Merger being accounted for as a reorganization of entities under common control, the consolidated financial statements have been restated to present our combined results as if the Merger had been in effect from November 22, 2000, the date at which both entities came under the control of Technical Olympic.
The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
Due to our normal operating cycle being in excess of one year, we present unclassified statements of financial condition.
Segment Reporting
In accordance SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information, we have concluded that our operating segments consist of homebuilding and financial services. These two segments are segregated in the accompanying consolidated financial statements under Homebuilding and Financial Services, respectively.
Homebuilding
Inventory
Inventory is stated at the lower of cost or fair value. Inventory under development or held for development is stated at an accumulated cost unless such cost would not be recovered from the cash flows generated by future disposition. In this instance, such inventories are recorded at fair value. Inventory to be disposed of is carried at the lower of cost or fair value less cost to sell. We utilize the specific identification method of charging construction costs to cost of sales as units are sold. Common construction project costs are allocated to each individual home in the various subdivisions based upon the total number of homes to be constructed in each subdivision community. Interest, real estate taxes and
F-9
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
certain development costs are capitalized to land and construction costs during the development and construction period and are amortized to costs of sales as closings occur.
Homebuilding Borrowings
Homebuilding borrowings represent financing arrangements utilized to support our homebuilding activities. These arrangements have been executed by subsidiaries whereby we have an ownership interest.
Consolidated Land Bank Obligations
Consolidated land bank obligations represent liabilities associated with our land banking activities, including obligations in special-purpose entities which have been consolidated by us, for which we have no ownership interest.
Revenue Recognition
Our primary source of revenue is the sale of homes to homebuyers. To a lesser degree, we engage in the sale of land to other homebuilders. Revenue is recognized on home sales and land sales at closing when title passes to the buyer and all of the following conditions are met: a sale is consummated, a significant down payment is received, the earnings process is complete and the collection of any remaining receivables is reasonably assured.
Warranty Costs
We provide homebuyers with a limited warranty of workmanship and materials from the date of sale for up to two years. We generally have recourse against the subcontractors for claims relating to workmanship and materials. We also provide up to a ten-year homebuyers warranty which covers major structural defects. Estimated warranty costs are recorded at the time of sale. Total warranty expense for the years ended December 31, 2000, 2001 and 2002 were $4.1 million, $7.4 million and $7.5 million, respectively. See Note 4.
Advertising Costs
Advertising costs, consisting primarily of newspaper and trade publications, signage and the cost of maintaining an internet web-site, are expensed as incurred. Advertising expense included in selling, general and administrative expenses and income from discontinued operations for the years ended December 31, 2000, 2001 and 2002 amounted to $9.0 million, $16.3 million and $15.3 million, respectively.
Financial Services
Mortgage Loans Held for Sale
Mortgage loans held for sale are stated at the lower of aggregate cost or fair value based upon such commitments for loans to be delivered or prevailing market rates for uncommitted loans. Substantially all of the loans originated by us are sold to private investors within 30 days of origination.
F-10
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Revenue Recognition
Fees derived from our Financial Services segment, including title and mortgage origination services, are generally recognized as revenue in the month of closing of the sale of the mortgage. Financial Service revenue and expenses consist of the following (dollars in thousands):
Year Ended December 31, | |||||||||||||
2000 | 2001 | 2002 | |||||||||||
Revenue:
|
|||||||||||||
Mortgage services
|
$ | 1,265 | $ | 16,400 | $ | 21,530 | |||||||
Title services
|
1,297 | 16,259 | 18,684 | ||||||||||
Total Financial Service revenue
|
2,562 | 32,659 | 40,214 | ||||||||||
Expenses:
|
|||||||||||||
Mortgage services
|
545 | 6,800 | 8,076 | ||||||||||
Title services
|
1,090 | 10,888 | 12,770 | ||||||||||
Total Financial Service expense
|
1,635 | 17,688 | 20,846 | ||||||||||
Total Financial Service pretax income
|
$ | 927 | $ | 14,971 | $ | 19,368 | |||||||
General
Cash and Supplemental Cash Flow Information
Cash includes amounts in transit from title companies for home closings and highly liquid investments with an initial maturity of three months or less.
Restricted cash consists of amounts held in escrow as required by purchase contracts or by law for escrow deposits held by our title company and compensating balances for various open letters of credit.
Supplemental disclosures of cash flow information (dollars in thousands):
Year Ended December 31, | |||||||||||||
2000 | 2001 | 2002 | |||||||||||
Cash paid for:
|
|||||||||||||
Interest (net of amounts capitalized)
|
$ | 8,755 | $ | 2,372 | $ | | |||||||
Income taxes
|
$ | 15,802 | $ | 52,830 | $ | 39,245 | |||||||
Accounting for the Impairment of Long-Lived Assets
In the first quarter of 2002, we adopted SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (SFAS 144). The Statement supersedes SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of, however, it retains the fundamental provisions of that statement related to the recognition and measurement of the impairment of long-lived assets to be held and used. In addition, the Statement provides more guidance on estimating cash flows when performing a recoverability test, requires that a long-lived asset to be disposed of other than by sale (e.g., abandoned) be classified as held and used until it is disposed of, and establishes more restrictive criteria to classify an asset as held for sale.
In accordance with SFAS 144, we carry long-lived assets at the lower of the carrying amount or fair value. Impairment is evaluated by estimating future undiscounted cash flows expected to result from the use of the asset and its eventual disposition. If the sum of the expected undiscounted future cash flows is
F-11
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
less than the carrying amount of the assets, an impairment loss is recognized. Fair value, for purposes of calculating impairment, is measured based on estimated future cash flows, discounted at a market rate of interest.
Concentration of Credit Risk
We conduct business primarily in four geographical regions: Florida, Texas, the Mid-Atlantic and the West. Accordingly, the market value of our inventory is susceptible to changes in market conditions that may occur in these locations. With regards to the mortgage loans held for sale, we will generally only originate loans which have met underwriting criteria required by purchasers of its loan portfolios. Additionally, we generally sell our mortgage loans held for sale within 30 days which minimizes our credit risk.
Property and Equipment
Property and equipment, consisting primarily of office premises, transportation equipment, office furniture and fixtures, and model home furniture, are stated at cost net of accumulated depreciation. Repairs and maintenance are expensed as incurred.
Depreciation generally is provided using the straight-line method over the estimated useful life of the asset, which ranges from 18 months to 30 years. At December 31, 2001 and 2002, accumulated depreciation approximated $7.2 million and $8.0 million, respectively.
Goodwill
Goodwill represents the excess of the purchase price of the Companys acquisitions over the fair value of the net assets acquired.
In June 2001, the Financial Accounting Standards Board finalized SFAS No. 141, Business Combinations (SFAS 141), and No. 142, Goodwill and Other Intangible Assets (SFAS 142). SFAS 141 requires the use of the purchase method of accounting and prohibits the use of the pooling-of-interests method of accounting for business combinations initiated after June 30, 2001. SFAS 141 also requires that companies recognize acquired intangible assets apart from goodwill if the acquired intangible assets meet certain criteria. SFAS 141 applies to all business combinations initiated after June 30, 2001 and for purchase business combinations completed on or after July 1, 2001. It also requires, upon adoption of SFAS 142, that companies reclassify the carrying amounts of intangible assets and goodwill based on the criteria in SFAS 141.
SFAS 142 requires, among other things, that companies no longer amortize goodwill, but instead test goodwill for impairment at least annually. In addition, SFAS 142 requires that companies identify reporting units for the purposes of assessing potential future impairments of goodwill, reassess the useful lives of other existing recognized intangible assets, and cease amortization of intangible assets with an indefinite useful life. An intangible asset with an indefinite useful life should be tested for impairment in accordance with the guidance in SFAS 142. SFAS 142 is required to be applied in fiscal years beginning after December 15, 2001 to all goodwill and other intangible assets recognized at that date, regardless of when those assets were initially recognized.
We adopted SFAS 142 on January 1, 2002. The impairment test of goodwill performed by us during the second quarter of 2002, indicated no impairment. Our application of the provisions of SFAS 142 resulted in the elimination of goodwill amortization expense beginning in the first quarter of 2002.
F-12
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following table sets forth reported net income and earnings per share from continuing operations, as adjusted to exclude goodwill amortization expense (dollars in thousands):
Year Ended | ||||||||
December 31, | ||||||||
2000 | 2001 | |||||||
Income from continuing operations, as reported
|
$ | 23,774 | $ | 87,765 | ||||
Add back of amortization expense, net of taxes
|
1,037 | 1,504 | ||||||
$ | 24,811 | $ | 89,269 | |||||
Earnings per common share (basic and diluted), as
reported
|
$ | 1.79 | $ | 3.15 | ||||
Earnings per common share (basic and diluted), as
adjusted
|
$ | 1.87 | $ | 3.20 | ||||
Income Taxes |
We are included in the consolidated federal income tax return with Technical Olympic pursuant to a Tax Allocation Agreement between Technical Olympic and us.
As a result of this Tax Allocation Agreement, income taxes are accounted for using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. 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 income in the period that includes the enactment date.
Earnings Per Share |
We present earnings per share data in accordance with the provisions of SFAS No. 128, Earnings Per Share. Basic earnings per share is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period.
Diluted earnings per share is computed based on the weighted average number of shares of common stock and dilutive securities outstanding during the period. Dilutive securities are options that are freely exercisable into common stock at less than market exercise prices. Dilutive securities are not included in the weighted average number of shares when inclusion would increase the earnings per share or decrease the loss per share. For the years ended December 31, 2000, 2001 and 2002, we had no dilutive securities outstanding. All of the options granted during the year ended December 31, 2002 are anti-dilutive as their exercise prices are above market.
Stock-Based Compensation |
We account for our stock option plan in accordance with the provisions of Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations. As such, compensation expense would be recorded on the date of grant only if the current market price of the underlying stock exceeded the exercise price.
F-13
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Fair Value of Financial Instruments |
SFAS No. 107, Disclosures about Fair Value of Financial Instruments, requires companies to disclose the estimated fair value of their financial instrument assets and liabilities. Fair value estimates are made at a specific point in time, based upon relevant market information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time our entire holdings of a particular instrument. The carrying values of cash and mortgage loans held for sale, approximate their fair values due to their short-term nature. The carrying value of homebuilding and financial service borrowings and consolidated land bank obligations, excluding the senior and senior subordinated notes, approximate their fair value as substantially all of the debt has a fluctuating interest rate based upon a current market index. The fair value of the $200.0 million senior and $150.0 million senior subordinated notes at December 31, 2002 is $194.0 million and $141.8 million, respectively, as determined by quoted market prices.
Impact of Recent Accounting Pronouncements |
In April 2002, the FASB issued SFAS No. 145, Rescission of SFAS Nos. 4, 44 and 64, Amendment of FASB Statement No. 13 and Technical Corrections. SFAS 145 prevents gains or losses on extinguishment of debt not meeting the criteria of Accounting Principles Bulletin No. 30 to be treated as extraordinary. SFAS 145 amends SFAS No. 13, Accounting for Leases, to eliminate inconsistency between the required accounting for sale-leaseback transactions and the required accounting for certain lease modifications that have economic effects that are similar to sale-leaseback transactions. In addition, SFAS 145 rescinds SFAS No. 44, Accounting for Intangible Assets of Motor Carriers and amends other existing authoritative pronouncements to make various technical corrections, clarify meanings or describe their applicability under changed conditions. SFAS 145 is effective for fiscal years beginning after May 15, 2002 with early adoption encouraged. We adopted the provisions of SFAS 145 during the quarter ended June 30, 2002. As a result of the adoption of SFAS 145, we have included the loss associated with the early extinguishment of debt in the determination of income from continuing operations.
In January 2003, the FASB issued FASB Interpretation (Interpretation) No. 46, Consolidation of Variable Interest Entities, an interpretation of Accounting Research Bulletin No. 51, Consolidated Financial Statements. Interpretation No. 46 addresses consolidation by business enterprises of variable interest entities, which have one or both of the following characteristics: (i) the equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated support from other parties, which is provided through other interests that will absorb some or all of the expected losses of the entity; (ii) the equity investors lack one or more of the following essential characteristics of a controlling financial interest: the direct or indirect ability to make decisions about the entities activities through voting rights or similar rights; the obligation to absorb the expected losses of the entity if they occur, which makes it possible for the entity to finance its activities; the right to receive the expected residual returns of the entity if they occur, which is the compensation for the risk of absorbing the expected losses.
Interpretation No. 46 also requires expanded disclosures by the primary beneficiary (as defined) of a variable interest entity and by an enterprise that holds a significant variable interest in a variable interest entity but is not the primary beneficiary. Interpretation No. 46 applies immediately to variable interest entities created after January 31, 2003, and to variable interest entities in which an enterprise obtains an interest after that date. It applies in the first fiscal year or interim period beginning after June 15, 2003, to variable interest entities in which an enterprise holds a variable interest that it acquired before February 1, 2003. Interpretation No. 46 may be applied prospectively with a cumulative-effect adjustment as of the date on which it is first applied or by restating previously issued financial statements for one or more years with a cumulative-effect adjustment as of the beginning of the first year restated. As Interpretation No. 46
F-14
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
has just been issued, we have not completed our evaluation as to the potential impact on our consolidated financial statements. However, based on preliminary review, management does not believe that the adoption of Interpretation No. 46 will have a significant effect on our consolidated financial statements.
3. Inventory
Inventory consists of the following (dollars in thousands):
December 31, | ||||||||
2001 | 2002 | |||||||
Deposits and homesites and land under development
|
$ | 264,893 | $ | 397,362 | ||||
Residences completed and under construction
|
381,093 | 356,510 | ||||||
$ | 645,986 | $ | 753,872 | |||||
A summary of homebuilding interest capitalized in inventory is as follows (dollars in thousands):
Year Ended December 31, | |||||||||||||
2000 | 2001 | 2002 | |||||||||||
Interest capitalized, beginning of period
|
$ | 3,003 | $ | 25,487 | $ | 12,226 | |||||||
Interest incurred
|
35,477 | 22,067 | 27,742 | ||||||||||
Less interest included in:
|
|||||||||||||
Cost of sales
|
9,711 | 34,241 | 28,133 | ||||||||||
Interest expense
|
3,282 | 1,087 | 257 | ||||||||||
Interest capitalized, end of period
|
$ | 25,487 | $ | 12,226 | $ | 11,578 | |||||||
In the ordinary course of business, we enter into contracts to purchase homesites and land held for lot development. At December 31, 2001 and 2002, we had nonrefundable deposits aggregating $22.5 million and $56.1 million, respectively, included in inventory in the accompanying consolidated statements of financial condition. Our liability for nonperformance under such contracts is limited to forfeiture of the related deposits.
During 2001, through Westbrooke Acquisition Corp. (Westbrooke), we entered into an option arrangement with Durham-Florida Properties, LLC (Durham) to acquire developed homesites with a total estimated contract price of $16.4 million. Under this option arrangement, we placed a $3.7 million financial guarantee bond with Durham, which was reduced on a pro rata basis as homesites were purchased by Westbrooke. This bond was guaranteed by us. Under this arrangement, Westbrooke could cancel this agreement to purchase the land by forfeiture of Westbrookes bond. Although Westbrooke did not have legal title to the assets of Durham and had not guaranteed the liabilities, Westbrooke did exercise certain rights of ownership over Durhams assets, and as a result, we included these assets in inventory at December 31, 2001, which were classified as Westbrooke assets held for sale with a corresponding liability in consolidated land bank obligations, which was classified as Westbrooke liabilities associated with assets held for sale. See Note 8.
During 2001, through Westbrooke, we sold to Park/Walnut Creek Investors, LLC (Walnut Creek) certain undeveloped real estate tracts. Walnut Creek was owned by several of the executive officers of Westbrooke. We placed deposits and entered into a number of agreements, including an option contract and construction contract with Walnut Creek, to develop and buy back fully developed lots from time to time subject to the terms and conditions of such agreements. Additionally, under these agreements, we could cancel the agreement to purchase the land by forfeiture of our deposits. We believe that the terms of the purchase contract and the terms of the related option and development contracts were comparable to
F-15
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
those available from unaffiliated parties. As of December 31, 2001, the remaining value of homesites that could be acquired by us approximated $4.3 million. Although Westbrooke did not have legal title to the assets of Walnut Creek, Westbrooke did exercise certain rights of ownership, and as a result, we included these assets in inventory with a corresponding liability in consolidated land bank obligations in the accompanying consolidated statement of financial condition.
As a result of the above transactions, we included in Westbrooke assets held for sale in the December 31, 2001 consolidated statement of financial condition inventory of approximately $13.0 million and in Westbrooke liabilities associated with assets held for sale consolidated land bank obligations of approximately $13.0 million. These obligations were at market interest rates and were repaid based on lot closings with a final maturity through January 31, 2004. See Note 8.
During 2001, Engle sold to an investment limited liability company (Investment Company) certain undeveloped real estate tracts. The Investment Company is owned by several of the current and former executive officers of Engle, including without limitation related trusts of management. As of December 31, 2002, the remaining value of homesites that can be acquired by us approximates $7.0 million. Engle placed deposits, entered into a number of agreements, including option contracts and construction contracts with the Investment Company, to develop and buy back fully developed homesites from time to time subject to the terms and conditions of such agreements. Additionally, under these agreements, Engle can cancel these agreements to purchase the land by forfeiture of its deposit. Engle believes that the terms of the purchase contract and the terms of the related option and development contracts were comparable to those available from unaffiliated parties. Although Engle does not have legal title to the assets of the Investment Company and has not guaranteed the liabilities of the Investment Company, Engle does exercise certain rights of ownership over the Investment Company assets. Consequently, the assets and associated liabilities of the Investment Company have been recorded in the accompanying consolidated statements of financial condition as of December 31, 2001 and 2002. Minority interest in consolidated subsidiaries, includes the equity provided by members of management.
During 2001, we entered into option arrangements with independent third parties to acquire developed homesites. Under these option arrangements, we placed deposits, which provide the right to acquire developed lots at market prices. Additionally, under these arrangements, we can cancel these arrangements to purchase the land by forfeiture of the deposit. Although we do not have legal title to the assets of these independent third parties and have not guaranteed the liabilities, we do exercise certain rights of ownership over the entitys assets. Consequently, the assets and associated liabilities of these entities have been recorded in the accompanying consolidated statements of financial condition.
As a result of the above transactions, we have included on our consolidated statement of financial condition inventory and land deposits of approximately $25.4 million, minority interest of approximately $9.1 million, which represents the equity of investors, and consolidated land bank obligation of approximately $16.3 million. These obligations are at market interest rates and are repaid on lot closings with a final maturity through 2004. At December 31, 2001, we had included in our consolidated statement of financial condition inventory and land deposits of approximately $66.0 million, minority interest of approximately $36.0 million, and consolidated land bank obligations of approximately $30.0 million.
F-16
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
4. Accounts Payable and Other Liabilities
Accounts payable and other liabilities consists of the following (dollars in thousands):
December 31, | |||||||||
2001 | 2002 | ||||||||
Homebuilding:
|
|||||||||
Trade accounts payable
|
$ | 19,775 | $ | 29,746 | |||||
Interest
|
1,921 | 17,341 | |||||||
Compensation
|
9,261 | 11,176 | |||||||
Taxes, including income and real estate
|
13,315 | 14,262 | |||||||
Warranty costs
|
2,138 | 4,795 | |||||||
Accrued expenses
|
9,484 | 16,101 | |||||||
Other
|
401 | 3,399 | |||||||
$ | 56,295 | $ | 96,820 | ||||||
Accounts payable and other liabilities for Financial Services consists primarily of title company escrows.
During the year ended December 31, 2002, changes in our warranty accrual consisted of the following (dollars in thousands):
Accrued warranty costs at January 1, 2002
|
$ | 2,138 | ||
Estimated liability recorded
|
7,523 | |||
Settlements made
|
(4,866 | ) | ||
Accrued warranty costs at December 31, 2002
|
$ | 4,795 | ||
F-17
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
5. Homebuilding and Financial Services Borrowings
Homebuilding Borrowings |
&nb