Technical Olympics USA, Inc.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q/A
(Amendment No. 1)
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(Mark One) |
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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
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For the quarterly period ended March 31, 2006 |
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OR |
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
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For the transition period
from to |
COMMISSION FILE NUMBER: 001-32322
TECHNICAL OLYMPIC USA, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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76-0460831 |
(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification No.) |
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4000 Hollywood Blvd., Suite 500 N
Hollywood, Florida
(Address of principal executive offices) |
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33021
(Zip code) |
(954) 364-4000
(Registrants telephone number, including area code)
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been
subject to such filing requirements for the past
90 days. Yes þ No o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, or a non-accelerated
filer. See definition of accelerated filer and large
accelerated filer in
Rule 12b-2 of the
Exchange Act (check one):
Large Accelerated
Filer o Accelerated
Filer þ Non-Accelerated
Filer o
Indicate by check mark whether the registrant is a shell company
(as defined in
Rule 12b-2 of the
Exchange
Act). Yes o No þ
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the
issuers classes of common stock, as of the latest
practicable date: 59,590,519 shares of common stock as of
May 5, 2006.
Explanatory Paragraph
This Form 10Q/A for the quarterly period ended
March 31, 2006 is being filed for the purpose of including
Note 8 in our Notes to Unaudited Consolidated Financial
Statements, which includes expanded reportable segment footnote
disclosures related to our homebuilding operations. Subsequent
to the issuance of our unaudited consolidated financial
statements for the quarterly period ended March 31, 2006,
we restated our disclosure of reportable segments by
disaggregating our one homebuilding reportable segment into four
reportable segments in accordance with the provisions of
SFAS 131 Disclosures about Segments of an Enterprise and
Related Information (SFAS 131). The
restatement does not affect our consolidated financial condition
at March 31, 2006 and December 31, 2005, or results of
operations and related earning per share amounts or cash flows
for the three months ended March 31, 2006 and 2005.
Conforming changes have been made to Managements
Discussion and Analysis of Financial Condition and Results of
Operations included in this Form 10Q/ A. See Note 8 in
the Notes to Unaudited Consolidated Financial Statements for
further information relating to the restatement. This
Form 10Q/ A has not been updated for events or information
subsequent to the date of filing of the original
Form 10-Q on
May 9, 2006, except in connection with the foregoing.
TECHNICAL OLYMPIC USA, INC.
INDEX
1
PART I. FINANCIAL INFORMATION
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ITEM 1. |
FINANCIAL STATEMENTS |
TECHNICAL OLYMPIC USA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
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March 31, | |
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December 31, | |
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2006 | |
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2005 | |
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(Unaudited) | |
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(Dollars in millions, | |
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except par value) | |
ASSETS |
HOMEBUILDING:
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Cash and cash equivalents:
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Unrestricted
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$ |
110.8 |
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$ |
26.2 |
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Restricted
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2.4 |
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3.1 |
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Inventory:
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Deposits
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230.4 |
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218.5 |
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Homesites and land under development
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702.0 |
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650.3 |
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Residences completed and under construction
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808.9 |
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747.4 |
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Inventory not owned
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232.5 |
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124.6 |
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1,973.8 |
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1,740.8 |
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Property and equipment, net
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29.6 |
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27.1 |
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Investments in unconsolidated joint ventures
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239.0 |
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254.5 |
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Receivables from unconsolidated joint ventures
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73.8 |
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60.5 |
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Other assets
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163.8 |
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133.2 |
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Goodwill
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108.8 |
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108.8 |
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2,702.0 |
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2,354.2 |
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FINANCIAL SERVICES:
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Cash and cash equivalents:
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Unrestricted
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6.8 |
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8.7 |
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Restricted
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3.2 |
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3.1 |
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Mortgage loans held for sale
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49.6 |
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43.9 |
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Other assets
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12.6 |
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12.8 |
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72.2 |
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68.5 |
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Total assets
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$ |
2,774.2 |
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$ |
2,422.7 |
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LIABILITIES AND STOCKHOLDERS EQUITY |
HOMEBUILDING:
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Accounts payable and other liabilities
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$ |
274.8 |
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$ |
329.4 |
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Customer deposits
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77.9 |
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79.3 |
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Obligations for inventory not owned
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232.5 |
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124.6 |
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Notes payable
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811.6 |
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811.6 |
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Bank borrowings
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300.0 |
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65.0 |
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1,696.8 |
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1,409.9 |
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FINANCIAL SERVICES:
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Accounts payable and other liabilities
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6.0 |
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6.4 |
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Bank borrowings
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40.7 |
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35.1 |
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46.7 |
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41.5 |
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Total liabilities
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1,743.5 |
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1,451.4 |
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Stockholders equity:
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Preferred stock $0.01 par value;
3,000,000 shares authorized; none issued or outstanding
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Common stock $0.01 par value;
97,000,000 shares authorized and 59,578,727 and
59,554,977 shares issued and outstanding at March 31,
2006, and December 31, 2005, respectively
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0.6 |
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0.6 |
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Additional paid-in capital
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478.2 |
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480.5 |
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Unearned compensation
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(7.7 |
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Retained earnings
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551.9 |
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497.9 |
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Total stockholders equity
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1,030.7 |
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971.3 |
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Total liabilities and stockholders equity
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$ |
2,774.2 |
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$ |
2,422.7 |
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See accompanying notes to consolidated financial statements.
2
TECHNICAL OLYMPIC USA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
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Three Months Ended March 31, | |
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2006 | |
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2005 | |
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(Unaudited) | |
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(Dollars in millions, except per | |
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share amounts) | |
HOMEBUILDING:
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Revenues:
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Home sales
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$ |
586.3 |
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$ |
512.4 |
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Land sales
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28.0 |
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21.2 |
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614.3 |
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533.6 |
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Cost of sales:
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Home sales
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439.0 |
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401.0 |
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Land sales
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24.9 |
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16.8 |
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463.9 |
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417.8 |
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Gross margin
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150.4 |
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115.8 |
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Selling, general and administrative expenses
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97.4 |
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79.4 |
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(Income) from joint ventures, net
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(27.8 |
) |
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(2.6 |
) |
Other (income), net
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(2.0 |
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(1.9 |
) |
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Homebuilding pretax income
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82.8 |
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40.9 |
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FINANCIAL SERVICES:
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Revenues
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15.2 |
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10.0 |
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Expenses
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10.7 |
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8.7 |
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Financial Services pretax income
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4.5 |
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1.3 |
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Income before provision for income taxes
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87.3 |
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42.2 |
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Provision for income taxes
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32.3 |
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15.8 |
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Net income
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$ |
55.0 |
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$ |
26.4 |
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EARNINGS PER COMMON SHARE:
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Basic
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$ |
0.92 |
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$ |
0.47 |
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Diluted
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$ |
0.89 |
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$ |
0.45 |
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WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING:
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Basic
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59,565,145 |
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56,073,631 |
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Diluted
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61,646,933 |
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58,073,548 |
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CASH DIVIDENDS PER SHARE
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$ |
0.015 |
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$ |
0.012 |
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See accompanying notes to consolidated financial statements.
3
TECHNICAL OLYMPIC USA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
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Three Months Ended | |
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March 31, | |
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2006 | |
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2005 | |
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(Unaudited) | |
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(Dollars in millions) | |
Cash flows from operating activities:
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Net income
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$ |
55.0 |
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$ |
26.4 |
|
Adjustments to reconcile net income to net cash used in
operating activities:
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Depreciation and amortization
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3.5 |
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2.9 |
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Non-cash compensation expense
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5.7 |
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5.2 |
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Loss on impairment of inventory
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5.4 |
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Deferred income taxes
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(2.1 |
) |
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Undistributed equity in earnings from unconsolidated joint
ventures
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(8.5 |
) |
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(1.3 |
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Distributions of earnings from unconsolidated joint ventures
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13.2 |
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Changes in operating assets and liabilities:
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Restricted cash
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0.6 |
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(5.6 |
) |
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Inventory
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(136.3 |
) |
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(106.5 |
) |
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Receivables from unconsolidated joint ventures
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(13.3 |
) |
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(34.2 |
) |
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Other assets
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(6.3 |
) |
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(9.6 |
) |
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Mortgage loans held for sale
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(5.7 |
) |
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5.0 |
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Accounts payable and other liabilities
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(55.8 |
) |
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5.3 |
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Customer deposits
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(1.4 |
) |
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10.7 |
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Net cash used in operating activities
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(146.0 |
) |
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(101.7 |
) |
Cash flows from investing activities:
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Net additions to property and equipment
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|
(6.1 |
) |
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(2.8 |
) |
Investments in unconsolidated joint ventures
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|
(4.6 |
) |
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(10.2 |
) |
Capital distributions from joint ventures
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2.2 |
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Net cash used in investing activities
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(8.5 |
) |
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|
(13.0 |
) |
Cash flows from financing activities:
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Net proceeds from revolving credit facilities
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235.0 |
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Net proceeds from Financial Services bank borrowings
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5.6 |
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4.0 |
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Payments for deferred financing costs
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(2.8 |
) |
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(0.3 |
) |
Excess income tax benefit from exercise of stock options
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0.1 |
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Proceeds from stock option exercises
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0.2 |
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Dividends paid
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(0.9 |
) |
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(0.7 |
) |
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Net cash provided by financing activities
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|
237.2 |
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3.0 |
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Increase (decrease) in cash and cash equivalents
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|
82.7 |
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|
(111.7 |
) |
Cash and cash equivalents at beginning of period
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|
34.9 |
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|
268.5 |
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Cash and cash equivalents at end of period
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$ |
117.6 |
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$ |
156.8 |
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Supplemental disclosure of non-cash financing activity:
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Increase (decrease) in obligations for inventory not owned and a
corresponding increase (decrease) in inventory not owned
|
|
$ |
107.9 |
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|
$ |
(5.1 |
) |
|
|
|
|
|
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|
See accompanying notes to consolidated financial statements.
4
TECHNICAL OLYMPIC USA, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2006
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|
1. |
Business and Organization |
Technical Olympic USA, Inc. is a homebuilder with a
geographically diversified national presence. We operate in
various metropolitan markets in ten states, located in four
major geographic regions: Florida, the Mid-Atlantic, Texas, and
the West. We design, build, and market detached single-family
residences, town homes and condominiums. We also provide title
insurance and mortgage brokerage services to our homebuyers and
others. Generally, we do not retain or service the mortgages
that we originate but, rather, sell the mortgages and related
servicing rights.
Technical Olympic S.A. owns approximately 67% of our outstanding
common stock. Technical Olympic S.A. is a publicly-traded Greek
company whose shares are traded on the Athens Stock Exchange.
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2. |
Summary of Significant Accounting Policies |
The consolidated financial statements include our accounts and
those of our subsidiaries. Our accounting and reporting policies
conform to accounting principles generally accepted in the
United States and general practices within the homebuilding
industry. These accounting principles require 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.
All significant intercompany balances and transactions have been
eliminated in the consolidated financial statements.
Due to our normal operating cycle being in excess of one year,
we present unclassified consolidated statements of financial
condition.
Certain prior period amounts have been reclassified to conform
to the current periods presentation.
The accompanying unaudited consolidated financial statements
reflect all adjustments, consisting primarily of normal
recurring items that, in the opinion of management, are
considered necessary for a fair presentation of the financial
position, results from operations, and cash flows for the
periods presented. Results of operations achieved through
March 31, 2006 are not necessarily indicative of those that
may be achieved for the year ending December 31, 2006.
Certain information and footnote disclosures normally included
in financial statements presented in accordance with accounting
principles generally accepted in the United States have been
omitted from the accompanying financial statements. The
financial statements included as part of this
Form 10-Q/A should
be read in conjunction with the financial statements and notes
thereto included in our Annual Report on
Form 10-K/A for
the year ended December 31, 2005.
For the three months ended March 31, 2006 and 2005, we have
eliminated inter-segment Financial Services revenues of
$1.0 million and $1.7 million, respectively.
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
5
TECHNICAL OLYMPIC USA, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
outstanding during the period. Dilutive securities are options
or other common stock equivalents that are freely exercisable
into common stock at less than market 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.
The following table represents a reconciliation of weighted
average shares outstanding:
|
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|
|
|
|
|
|
|
|
Three Months Ended | |
|
|
March 31, | |
|
|
| |
|
|
2006 | |
|
2005 | |
|
|
| |
|
| |
Basic weighted average shares outstanding
|
|
|
59,565,145 |
|
|
|
56,073,631 |
|
Net effect of common stock equivalents assumed to be exercised
|
|
|
2,081,788 |
|
|
|
1,999,917 |
|
|
|
|
|
|
|
|
Diluted weighted average shares outstanding
|
|
|
61,646,933 |
|
|
|
58,073,548 |
|
|
|
|
|
|
|
|
Prior to January 1, 2006, we accounted for stock option
awards granted under our share-based payment plan in accordance
with the recognition and measurement provisions of Accounting
Principles Board Opinion No. 25, Accounting for Stock
Issued to Employees, (APB 25) and related
Interpretations, as permitted by SFAS No. 123,
Accounting for Stock-Based Compensation,
(SFAS 123). Share-based employee compensation
expense was not recognized in our consolidated statement of
income prior to January 1, 2006, except for certain options
with performance-based accelerated vesting criteria and certain
outstanding common stock purchase rights, as all other stock
option awards granted under the plan had an exercise price equal
to or greater than the market value of the common stock on the
date of the grant. Effective January 1, 2006, we adopted
the provisions of SFAS 123 (revised 2004), Share-Based
Payment, (SFAS 123R) using the
modified-prospective-transition method. Under this transition
method, compensation expense recognized during the three months
ended March 31, 2006 included: (a) compensation
expense for all share-based awards granted prior to, but not yet
vested as of January 1, 2006, based on the grant date fair
value estimated in accordance with the original provisions of
SFAS 123, and (b) compensation expense for all
share-based awards granted subsequent to January 1, 2006,
based on the grant date fair value estimated in accordance with
the provisions of SFAS 123R. In accordance with the
modified-prospective-transition method, results for prior
periods have not been restated. Additionally, in connection with
the adoption of SFAS 123R we recognized a cumulative change
in accounting principle of $2.0 million, net of tax,
related to certain common stock purchase rights that were
accounted for under the variable accounting method. The
cumulative effect of the change in accounting principle of
$3.2 million, gross of tax, was not material and therefore
was included in selling, general and administrative expenses
with the related tax effect of $1.2 million included in the
provision for income taxes rather than displayed separately as a
cumulative change in accounting principle in the consolidated
statement of income. The adoption of SFAS 123R resulted in
a charge of $3.2 million and $2.0 million to income
before provision for income taxes and net income, respectively,
for the three months ended March 31, 2006. The impact of
adopting SFAS 123R on both basic and diluted earnings was
$0.03 per share. See Note 7 for more information on the
impact of SFAS 123R to our consolidated financial
statements.
6
TECHNICAL OLYMPIC USA, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
A summary of homebuilding interest capitalized in inventory is
as follows (dollars in millions):
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended | |
|
|
March 31, | |
|
|
| |
|
|
2006 | |
|
2005 | |
|
|
| |
|
| |
Interest capitalized, beginning of period
|
|
$ |
47.7 |
|
|
$ |
36.8 |
|
Interest incurred
|
|
|
22.8 |
|
|
|
19.1 |
|
Less interest included in:
|
|
|
|
|
|
|
|
|
|
Cost of sales
|
|
|
(17.7 |
) |
|
|
(14.7 |
) |
|
Other
|
|
|
(0.3 |
) |
|
|
(1.0 |
) |
|
|
|
|
|
|
|
Interest capitalized, end of period
|
|
$ |
52.5 |
|
|
$ |
40.2 |
|
|
|
|
|
|
|
|
In the ordinary course of business, we enter into contracts to
purchase homesites and land held for development. At
March 31, 2006 and December 31, 2005, we had
refundable and non-refundable deposits aggregating
$230.4 million and $218.5 million, respectively,
included in inventory in the accompanying consolidated
statements of financial condition. Our liability for
nonperformance under such contracts is generally limited to
forfeiture of the related deposits.
Homebuilders may enter into option contracts for the purchase of
land or homesites with land sellers and third-party financial
entities, some of which qualify as Variable Interest Entities
(VIEs) under Financial Accounting Standards Board
(FASB) Interpretation No. 46 (Revised),
Consolidation of Variable Interest Entities
(FIN 46(R)). FIN 46(R) addresses
consolidation by business enterprises of VIEs in which an entity
absorbs a majority of the expected losses, receives a majority
of the entitys expected residual returns, or both, as a
result of ownership, contractual or other financial interests in
the entity. Obligations for inventory not owned in our
consolidated statements of financial condition represent
liabilities associated with our land banking and similar
activities, including obligations in VIEs which have been
consolidated by us and in which we have a less than 50%
ownership interest, and the creditors have no recourse against
us. As a result, the obligations have been specifically excluded
from the calculation of leverage ratios pursuant to the terms of
our revolving credit facility.
In applying FIN 46(R) to our homesite option contracts and
other transactions with VIEs, we make estimates regarding cash
flows and other assumptions. We believe that our critical
assumptions underlying these estimates are reasonable based on
historical evidence and industry practice. Based on our analysis
of transactions entered into with VIEs, we determined that we
are the primary beneficiary of certain of these homesite option
contracts. Consequently, FIN 46(R) 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 generally 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 FIN 46(R) at
March 31, 2006 was to increase inventory by
$82.1 million, excluding deposits of $10.0 million,
which had been previously recorded, with a corresponding
increase to obligations for inventory not owned in
the accompanying consolidated statement of financial condition.
Additionally, we have entered into arrangements with VIEs to
acquire homesites in which our variable interest is
insignificant and, therefore, we have determined that we are not
the primary beneficiary and are not required to consolidate the
assets of such VIEs.
From time to time, we transfer title to certain parcels of land
to unrelated third parties and enter into options with the
purchasers to acquire fully developed homesites. As we have
retained a continuing involvement in these properties, in
accordance with SFAS No. 66, Accounting for the
Sales of Real Estate, we have accounted for these
transactions as financing arrangements. At March 31, 2006,
$150.4 million of inventory not owned and obligations for
inventory not owned related to sales with continuing involvement.
7
TECHNICAL OLYMPIC USA, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
In accordance with SFAS No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets, 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 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. During the three months ended March 31, 2006, we
recorded an impairment loss of $5.4 million. This loss is
included in cost of sales in the accompanying consolidated
statement of income.
|
|
4. |
Investments in Unconsolidated Joint Ventures |
Summarized condensed combined financial information of
unconsolidated entities in which we have investments that are
accounted for by the equity method is (dollars in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2006 | |
|
|
| |
|
|
Land | |
|
Home | |
|
|
|
|
Development | |
|
Construction | |
|
Total | |
|
|
| |
|
| |
|
| |
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$ |
11.2 |
|
|
$ |
103.6 |
|
|
$ |
114.8 |
|
Inventories
|
|
|
316.2 |
|
|
|
1,109.0 |
|
|
|
1,425.2 |
|
Other assets
|
|
|
2.2 |
|
|
|
220.8 |
|
|
|
223.0 |
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$ |
329.6 |
|
|
$ |
1,433.4 |
|
|
$ |
1,763.0 |
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and partners equity: |
Accounts payable and other liabilities
|
|
$ |
9.8 |
|
|
$ |
258.1 |
|
|
$ |
267.9 |
|
Notes payable
|
|
|
181.1 |
|
|
|
854.4 |
|
|
|
1,035.5 |
|
Equity of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Technical Olympic USA, Inc.
|
|
|
68.2 |
|
|
|
170.7 |
|
|
|
238.9 |
|
|
Others
|
|
|
70.5 |
|
|
|
150.2 |
|
|
|
220.7 |
|
|
|
|
|
|
|
|
|
|
|
Total equity
|
|
|
138.7 |
|
|
|
320.9 |
|
|
|
459.6 |
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and partners equity
|
|
$ |
329.6 |
|
|
$ |
1,433.4 |
|
|
$ |
1,763.0 |
|
|
|
|
|
|
|
|
|
|
|
8
TECHNICAL OLYMPIC USA, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2005 | |
|
|
| |
|
|
Land | |
|
Home | |
|
|
|
|
Development | |
|
Construction | |
|
Total | |
|
|
| |
|
| |
|
| |
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$ |
13.4 |
|
|
$ |
60.5 |
|
|
$ |
73.9 |
|
Inventories
|
|
|
306.1 |
|
|
|
1,023.6 |
|
|
|
1,329.7 |
|
Other assets
|
|
|
3.3 |
|
|
|
227.5 |
|
|
|
230.8 |
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$ |
322.8 |
|
|
$ |
1,311.6 |
|
|
$ |
1,634.4 |
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and partners equity: |
Accounts payable and other liabilities
|
|
$ |
6.6 |
|
|
$ |
211.2 |
|
|
$ |
217.8 |
|
Notes payable
|
|
|
142.0 |
|
|
|
781.5 |
|
|
|
923.5 |
|
Equity of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Technical Olympic USA, Inc.
|
|
|
86.1 |
|
|
|
167.1 |
|
|
|
253.2 |
|
|
Others
|
|
|
88.1 |
|
|
|
151.8 |
|
|
|
239.9 |
|
|
|
|
|
|
|
|
|
|
|
Total equity
|
|
|
174.2 |
|
|
|
318.9 |
|
|
|
493.1 |
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and partners equity
|
|
$ |
322.8 |
|
|
$ |
1,311.6 |
|
|
$ |
1,634.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended | |
|
Three Months Ended | |
|
|
March 31, 2006 | |
|
March 31, 2005 | |
|
|
| |
|
| |
|
|
Land | |
|
Home | |
|
|
|
Land | |
|
Home | |
|
|
|
|
Development | |
|
Construction | |
|
Total | |
|
Development | |
|
Construction | |
|
Total | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Revenues
|
|
$ |
6.0 |
|
|
$ |
313.5 |
|
|
$ |
319.5 |
|
|
$ |
6.6 |
|
|
$ |
38.3 |
|
|
$ |
44.9 |
|
Cost and expenses
|
|
|
6.6 |
|
|
|
277.3 |
|
|
|
283.9 |
|
|
|
7.6 |
|
|
|
35.0 |
|
|
|
42.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings (losses) of unconsolidated entities
|
|
$ |
(0.6 |
) |
|
$ |
36.2 |
|
|
$ |
35.6 |
|
|
$ |
(1.0 |
) |
|
$ |
3.3 |
|
|
$ |
2.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Our share of net earnings (losses)
|
|
$ |
(0.3 |
) |
|
$ |
17.1 |
|
|
$ |
16.8 |
|
|
$ |
(0.3 |
) |
|
$ |
1.6 |
|
|
$ |
1.3 |
|
Management fees earned
|
|
|
0.7 |
|
|
|
10.3 |
|
|
|
11.0 |
|
|
|
0.8 |
|
|
|
0.5 |
|
|
|
1.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from joint ventures
|
|
$ |
0.4 |
|
|
$ |
27.4 |
|
|
$ |
27.8 |
|
|
$ |
0.5 |
|
|
$ |
2.1 |
|
|
$ |
2.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
We enter into strategic joint ventures to acquire, develop and
sell land and/or homesites, as well as to construct and sell
homes, in which we have a voting ownership interest of 50% or
less and do not have a controlling interest. Our partners
generally are unrelated homebuilders, land sellers, financial
partners or other real estate entities. At March 31, 2006,
we had receivables of $73.8 million from these joint
ventures, of which $43.3 million represented notes
receivable.
In many instances, we are appointed as the
day-to-day manager of
the unconsolidated entities and receive management fees for
performing this function. We received management fees from these
unconsolidated entities of $11.0 million and
$1.3 million for the three months ended March 31, 2006
and 2005, respectively. These fees are included in income from
joint ventures in the accompanying consolidated statements of
income. In the aggregate, these joint ventures delivered 895 and
141 homes for the three months ended March 31, 2006 and
2005, respectively.
In March 2006, we assigned to our Sunbelt joint venture our
rights under a contract to purchase approximately 539 acres
of raw land. We received $18.7 million for the assignment
of the purchase contract. In connection with this assignment, we
realized a gain of $15.8 million, of which
$2.3 million is included in
9
TECHNICAL OLYMPIC USA, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
cost of sales-land sales in the accompanying consolidated
statements of income. Due to our continuing involvement with
this contract through our investment in the joint venture, we
deferred $13.5 million of this gain which is included in
accounts payable and other liabilities in the accompanying
consolidated statements of financial condition. This deferral
will be recognized in income as homes are delivered by the joint
venture.
During the three months ended March 31, 2006, we purchased
several parcels of land for an aggregate purchase price of
$31.3 million from our Transeastern joint venture. In
connection with these transactions, the Transeastern JV realized
a gain of $11.8 million. We deferred our share of that
gain, $5.9 million, and have recorded it as a reduction in
the basis of the underlying property.
Under the limited liability company agreement that governs the
operations of the Transeastern JV, the Transeastern JV is
required to make a preferred payment to our joint venture
partner. The preferred payment is to be made quarterly and to
the extent allowable under the covenants and restrictions
imposed by the joint ventures bank borrowings. To the
extent the joint venture is not allowed to make these payments,
we are required, under the joint venture agreement, to advance
funds to the Transeastern JV in the form of a member loan
sufficient to make the payment. Such member loans bear interest
at 18% per annum and are payable once certain conditions
and covenants under the JV agreement and the joint
ventures bank borrowings are met. Based on our joint
venture partners current equity investment, the quarterly
preferred payment is $3.8 million. As of March 31,
2006, we have advanced funds totaling $7.5 million to the
joint venture in connection with this provision, which amount is
included in receivables from joint ventures in the accompanying
consolidated statement of financial condition.
On March 9, 2006, we entered into an unsecured revolving
credit facility replacing our prior $600.0 million
revolving credit facility. Our new revolving credit facility
permits us to borrow up to the lesser of
(i) $800.0 million or (ii) our borrowing base
(calculated in accordance with the revolving credit facility
agreement) minus our outstanding senior debt. The facility has a
letter of credit subfacility of $400.0 million. In
addition, we have the right to increase the size of the facility
to provide up to an additional $150.0 million of revolving
loans, provided we satisfy certain conditions. Loans outstanding
under the facility may be base rate loans or Eurodollar loans,
at our election. Our obligations under the revolving credit
facility are guaranteed by our material domestic subsidiaries,
other than our mortgage and title subsidiaries. The revolving
credit facility expires on March 9, 2010. As of
March 31, 2006, we had $300.0 million outstanding
under the revolving credit facility and had issued letters of
credit totaling $278.8 million. Therefore, as of
March 31, 2006, we had $221.2 million remaining in
availability, all of which we could have borrowed without
violating any of our debt covenants.
Our mortgage subsidiary has the ability to borrow up to
$200.0 million under two warehouse lines of credit to fund
the origination of residential mortgage loans. The primary
revolving warehouse line of credit (the Primary Warehouse
Line of Credit) provides for revolving loans of up to
$150.0 million. Our mortgage subsidiarys other
warehouse line of credit (the Secondary Warehouse Line of
Credit), which was amended on February 11, 2006, is
comprised of (1) a credit facility providing for revolving
loans of up to $30.0 million, subject to meeting borrowing
base requirements based on the value of collateral provided, and
(2) a mortgage loan purchase and sale agreement which
provides for the purchase by the lender of up to
$20.0 million in mortgage loans generated by our mortgage
subsidiary. The Primary Warehouse Line of Credit bears interest
at the 30 day LIBOR rate plus a margin of 1.125% to 3.0%,
except for certain specialty mortgage loans, determined based
upon the type of mortgage loans being financed. The Secondary
Warehouse Line of Credit bears interest at the 30 day LIBOR
rate plus a margin of 1.125%. The Primary Warehouse Line of
Credit expires on December 8, 2006 and the Secondary
Warehouse Line of Credit expires on February 11, 2007. Both
warehouse lines of credit are secured by funded mortgages, which
are pledged as
10
TECHNICAL OLYMPIC USA, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
collateral, and require our mortgage subsidiary to maintain
certain financial ratios and minimums. At March 31, 2006,
we had $40.7 million in borrowings under our mortgage
subsidiarys warehouse lines of credit.
On April 12, 2006, we issued $250.0 million of
81/4% Senior
Notes due 2011. The net proceeds of $248.8 million were
used to repay amounts outstanding under our revolving credit
facility. These notes are guaranteed, on a joint and several
basis, by the Guarantor Subsidiaries, which are all of our
material domestic subsidiaries, other than our mortgage and
title subsidiaries (the Non-guarantor 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 our senior subordinated notes and any future
subordinated debt. The indenture governing the senior notes
requires us to maintain a minimum net worth and places 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, invest in
joint ventures above specified amounts, and merge or consolidate
with other entities. Interest on these notes is payable
semi-annually.
|
|
6. |
Commitments and Contingencies |
We are involved in various claims and legal actions arising in
the ordinary course of business. In the opinion of management,
the ultimate disposition of these matters is not expected to
have a material adverse effect on our consolidated financial
position or results of operations.
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 our subcontractors for claims
relating to workmanship and materials. We also provide up to a
ten-year homeowners warranty which covers major structural
defects. We also have 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
significant self-insured retention per occurrence. Estimated
warranty costs are recorded at the time of sale based on
historical experience and current factors.
During the three months ended March 31, 2006 and 2005,
changes in our warranty accrual consisted of (dollars in
millions):
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended | |
|
|
March 31, | |
|
|
| |
|
|
2006 | |
|
2005 | |
|
|
| |
|
| |
Accrued warranty costs at January 1
|
|
$ |
7.0 |
|
|
$ |
6.5 |
|
Liability recorded for warranties issued during the period
|
|
|
4.9 |
|
|
|
2.8 |
|
Warranty work performed
|
|
|
(2.3 |
) |
|
|
(1.4 |
) |
Adjustments
|
|
|
(1.3 |
) |
|
|
(0.9 |
) |
|
|
|
|
|
|
|
Accrued warranty costs at March 31
|
|
$ |
8.3 |
|
|
$ |
7.0 |
|
|
|
|
|
|
|
|
|
|
7. |
Stockholders Equity and Stock-Based Compensation |
Under the Technical Olympic USA, Inc. Annual and Long-Term
Incentive Plan (the Plan) our employees, consultants
and directors, and employees and consultants of our affiliates
(as defined in the Plan), are eligible to receive options to
purchase shares of common stock. Each stock option expires on a
date determined when the options are granted, but not more than
ten years after the date of grant. Stock options granted have a
vesting period ranging from immediate vesting to a graded
vesting over five years. Under the Plan, subject to adjustment
as defined, the maximum number of shares with respect to which
awards may be granted is 7,500,000. The Board has authorized a
750,000 share increase in the Plan subject to stockholder
approval to be sought at the 2006 annual stockholders
meeting.
11
TECHNICAL OLYMPIC USA, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Prior to January 1, 2006, we accounted for stock option
awards granted under our share-based payment plan in accordance
with the recognition and measurement provisions of APB 25
and related Interpretations, as permitted by SFAS 123.
Share-based employee compensation expense was not recognized in
our consolidated statement of income prior to January 1,
2006, except for certain options with performance-based
accelerated vesting criteria and certain outstanding common
stock purchase rights, as all other stock option awards granted
under the plan had an exercise price equal to or greater than
the market value of the common stock on the date of the grant.
Effective January 1, 2006, we adopted the provisions of
SFAS 123R using the modified-prospective-transition method.
Under this transition method, compensation expense recognized
during the three months ended March 31, 2006 included:
(a) compensation expense for all share-based awards granted
prior to, but not yet vested as of January 1, 2006, based
on the grant date fair value estimated in accordance with the
original provisions of SFAS 123, and (b) compensation
expense for all share-based awards granted subsequent to
January 1, 2006, based on the grant date fair value
estimated in accordance with the provisions of SFAS 123R.
In accordance with the modified-prospective-transition method,
results for prior periods have not been restated. Additionally,
in connection with the adoption of SFAS 123R we recognized
an expense of $2.0 million, net of tax, for a cumulative
change in accounting principle related to certain common stock
purchase rights that were accounted for under the variable
accounting method. The cumulative effect of the change in
accounting principle of $3.2 million, gross of tax, was not
material and therefore was included in selling, general and
administrative expenses with the related tax effect of
$1.2 million included in the provision for income taxes
rather than displayed separately as a cumulative change in
accounting principle in the consolidated statement of income.
The adoption of SFAS 123R resulted in a charge of
$3.2 million and $2.0 million to income before
provision for income taxes and net income, respectively, for the
three months ended March 31, 2006. The impact of adopting
SFAS 123R on both basic and diluted earnings was
$0.03 per share.
Under the provisions of SFAS 123R, the unearned
compensation line in our consolidated statement of financial
condition, a contra-equity line representing the amount of
unrecognized share-based compensation costs, is no longer
presented. The amount that had been previously shown as unearned
compensation was reversed through the additional paid-in capital
line item in our consolidated statement of financial condition.
In accordance with SFAS 123R, we present the tax benefits
resulting from the exercise of share-based awards as financing
cash flows. Prior to the adoption of SFAS 123R, we reported
the tax benefits resulting from the exercise of share-based
awards as operating cash flows. The effect of this change was
not material to our consolidated statement of cash flows.
We estimate that we will record an additional $2.8 million
of pre-tax expense in accordance with SFAS 123R for the
remainder of the year ending December 31, 2006.
12
TECHNICAL OLYMPIC USA, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
If the methodologies of SFAS 123R were applied to determine
compensation expense for our stock options based on the fair
value of our common stock at the grant dates for awards under
our option plan, our net income and earnings per share for the
three months ended March 31, 2005 would have been adjusted
to the pro forma amounts indicated below (dollars in millions,
except per share amounts):
|
|
|
|
|
|
|
Three Months Ended | |
|
|
March 31, 2005 | |
|
|
| |
Net income as reported
|
|
$ |
26.4 |
|
Add: Stock-based employee compensation included in reported net
income, net of tax
|
|
|
3.1 |
|
Deduct: Stock-based employee compensation expense determined
under the fair value method, net of tax
|
|
|
(1.3 |
) |
|
|
|
|
Pro forma net income
|
|
$ |
28.2 |
|
|
|
|
|
Reported basic earnings per share
|
|
$ |
0.47 |
|
|
|
|
|
Pro forma basic earnings per share
|
|
$ |
0.50 |
|
|
|
|
|
Reported diluted earnings per share
|
|
$ |
0.45 |
|
|
|
|
|
Pro forma diluted earnings per share
|
|
$ |
0.49 |
|
|
|
|
|
The fair values of options granted were estimated on the date of
their grant using the Black-Scholes option pricing model based
on the following assumptions for all of the years presented:
|
|
|
Expected volatility
|
|
0.33%-0.42% |
Expected dividend yield
|
|
0% |
Risk-free interest rate
|
|
1.47%-4.85% |
Expected life
|
|
4-10 years |
Activity under the Plan for the three months ended
March 31, 2006 was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted | |
|
|
|
|
|
|
Weighted | |
|
Average | |
|
|
|
|
|
|
Average | |
|
Remaining | |
|
|
|
|
|
|
Exercise | |
|
Contractual | |
|
Aggregate | |
|
|
Options | |
|
Price | |
|
Term | |
|
Intrinsic Value | |
|
|
| |
|
| |
|
| |
|
| |
|
|
|
|
|
|
|
|
(in millions) | |
Options outstanding at beginning of year
|
|
|
6,606,611 |
|
|
$ |
11.06 |
|
|
|
|
|
|
|
|
|
Granted
|
|
|
1,339,708* |
|
|
$ |
23.58 |
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
(23,750 |
) |
|
$ |
10.84 |
|
|
|
|
|
|
|
|
|
Forfeited
|
|
|
(3,750 |
) |
|
$ |
17.25 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options outstanding at end of period
|
|
|
7,918,819* |
|
|
$ |
13.18 |
|
|
|
6.32 |
|
|
$ |
61.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vested and expected to vest in the future at end of period
|
|
|
7,838,327 |
|
|
$ |
13.07 |
|
|
|
6.31 |
|
|
$ |
61.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options exercisable at end of period
|
|
|
5,006,882 |
|
|
$ |
10.85 |
|
|
|
6.79 |
|
|
$ |
47.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average fair market value per share of options granted
during the period
|
|
$ |
7.90 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
Includes 1,323,940 options granted to our chief executive
officer and subject to shareholder approval, to be sought at our
2006 annual stockholders meeting, of an amendment to
increase the number of shares available under the Plan. |
13
TECHNICAL OLYMPIC USA, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
As of March 31, 2006, there was $8.8 million of total
unrecognized compensation expense related to unvested stock
option awards. This expense is expected to be recognized over a
weighted average period of 2.0 years.
Our chief executive officer had the right to purchase 1% of
our outstanding common stock on January 1, 2007 for
$16.23 per share and an additional 1% on January 1,
2008 for $17.85 per share. On January 13, 2006, our
chief executive officers employment agreement was amended
primarily to grant him 1,323,940 options at an exercise price of
$23.62 per share and provide for a special bonus award of
$8.7 million in lieu of the common stock purchase rights.
The provisions of the amendment regarding the grant of options
and payment of the special bonus are subject to stockholder
approval of the amendment to the Plan, discussed above, to
increase the number of shares available for grant and increase
the allowable option term to a period not to exceed twelve
years. The options granted to our chief executive officer and
the settlement of the common stock purchase rights have been
accounted for as if they had been issued on January 13,
2006 as the option grant was approved by our Board of Directors,
including the President of our majority stockholder. Upon
stockholder approval of the share increase, there will be
133,103 shares available for grant.
8. Operating and Reporting
Segments
Subsequent to the issuance of our consolidated financial
statements for the quarterly period ended March 31, 2006,
we restated our disclosure of reportable segments by
disaggregating our one homebuilding reportable segment into four
reportable segments in accordance with the provisions of
SFAS No. 131. We had historically aggregated our
homebuilding divisions, which comprise our operating segments,
into a single reportable segment. We have restated our segment
disclosures to present four homebuilding reportable segments,
described in more detail below, as of March 31, 2006 and
December 31, 2005 and for the three months ended
March 31, 2006 and 2005. Our operating segments are
aggregated into reportable segments in accordance with
SFAS 131 based primarily upon similar economic
characteristics, product type, geographic areas, and information
used by the chief operating decision maker to allocate resources
and assess performance. Our reportable segments consist of our
four major Homebuilding geographic regions (Florida,
Mid-Atlantic, Texas and the West) and our Financial Services
operations.
Through our four homebuilding regions, we design, build and
market high quality detached single-family residences, town
homes and condominiums in various metropolitan markets in ten
states, located as follows:
Florida: Jacksonville, Orlando, Southeast Florida,
Southwest Florida, Tampa/ St. Petersburg
Mid-Atlantic: Baltimore/ Southern Pennsylvania, Delaware,
Nashville, Northern Virginia
Texas: Austin, Dallas/ Ft. Worth, Houston, San Antonio
West: Colorado, Las Vegas, Phoenix
Evaluation of reportable segment performance is based on the
segments results of operations without consideration of
income taxes. Results of operations for our four homebuilding
reportable segments consist of revenues generated from the sales
of homes, comprised of detached single-family residences,
townhomes and condominiums, land, earnings from unconsolidated
joint ventures, and other income / expense less the cost of
homes and land sold and selling, general and administrative
expenses. The results of operations for our Financial Services
segment consists of revenues generated from mortgage financing,
title insurance and other ancillary services less the cost of
such services and certain selling, general and administrative
expenses.
14
TECHNICAL OLYMPIC USA, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The operational results of each of our segments are not
necessarily indicative of the results that would have occurred
had each segment been an independent, stand-alone entity during
the periods presented. Financial information relating to our
operations, presented by segment, was as follows (dollars in
millions):
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended | |
|
|
March 31, | |
|
|
| |
|
|
2006 | |
|
2005 | |
|
|
| |
|
| |
|
|
(As restated) | |
|
(As restated) | |
Revenues:
|
|
|
|
|
|
|
|
|
Homebuilding:
|
|
|
|
|
|
|
|
|
|
Florida
|
|
$ |
266.0 |
|
|
$ |
213.0 |
|
|
Mid-Atlantic
|
|
|
76.5 |
|
|
|
47.2 |
|
|
Texas
|
|
|
160.4 |
|
|
|
96.3 |
|
|
West
|
|
|
111.4 |
|
|
|
177.1 |
|
|
|
|
|
|
|
|
|
Total Homebuilding
|
|
|
614.3 |
|
|
|
533.6 |
|
Financial Services
|
|
|
15.2 |
|
|
|
10.0 |
|
|
|
|
|
|
|
|
Total revenues
|
|
$ |
629.5 |
|
|
$ |
543.6 |
|
|
|
|
|
|
|
|
Results of Operations:
|
|
|
|
|
|
|
|
|
Homebuilding:
|
|
|
|
|
|
|
|
|
|
Florida
|
|
$ |
51.4 |
|
|
$ |
27.9 |
|
|
Mid-Atlantic
|
|
|
4.6 |
|
|
|
5.3 |
|
|
Texas
|
|
|
13.4 |
|
|
|
4.0 |
|
|
West
|
|
|
32.1 |
|
|
|
23.1 |
|
Financial Services |
|
|
4.5 |
|
|
|
1.3 |
|
Corporate and unallocated |
|
|
(18.7 |
) |
|
|
(19.4 |
) |
|
|
|
|
|
|
|
Income before provision for income taxes |
|
$ |
87.3 |
|
|
$ |
42.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2006 | |
|
December 31, 2005 | |
|
|
| |
|
| |
|
|
(As restated) | |
|
(As restated) | |
Assets:
|
|
|
|
|
|
|
|
|
Homebuilding:
|
|
|
|
|
|
|
|
|
|
Florida
|
|
$ |
934.2 |
|
|
$ |
858.7 |
|
|
Mid-Atlantic
|
|
|
239.9 |
|
|
|
252.4 |
|
|
Texas
|
|
|
361.5 |
|
|
|
325.9 |
|
|
West
|
|
|
748.8 |
|
|
|
659.7 |
|
Financial Services |
|
|
72.2 |
|
|
|
68.5 |
|
Corporate and unallocated |
|
|
417.6 |
|
|
|
257.5 |
|
|
|
|
|
|
|
|
Total assets |
|
$ |
2,774.2 |
|
|
$ |
2,422.7 |
|
|
|
|
|
|
|
|
|
|
9. |
Summarized Financial Information |
Our outstanding senior notes and senior subordinated notes are
fully and unconditionally guaranteed, on a joint and several
basis, by the Guarantor Subsidiaries, which are all of the
Companys material domestic subsidiaries, other than our
mortgage and title subsidiaries (the Non-guarantor
Subsidiaries). Each of the Guarantor Subsidiaries is directly or
indirectly 100% owned by the Company. In lieu of providing
separate audited financial statements for the Guarantor
Subsidiaries, consolidated condensed financial statements are
presented below. Separate financial statements and other
disclosures concerning the Guarantor Subsidiaries are not
presented because management has determined that they are not
material to investors.
15
TECHNICAL OLYMPIC USA, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Consolidating Statement of Financial Condition
March 31, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Technical | |
|
|
|
|
|
|
|
|
|
|
Olympic | |
|
Guarantor | |
|
Non-Guarantor | |
|
Intercompany | |
|
|
|
|
USA, Inc. | |
|
Subsidiaries | |
|
Subsidiaries | |
|
Eliminations | |
|
Total | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
(Dollars in millions) | |
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HOMEBUILDING:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$ |
84.1 |
|
|
$ |
29.1 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
113.2 |
|
Inventory
|
|
|
|
|
|
|
1,973.8 |
|
|
|
|
|
|
|
|
|
|
|
1,973.8 |
|
Property and equipment, net
|
|
|
6.9 |
|
|
|
22.7 |
|
|
|
|
|
|
|
|
|
|
|
29.6 |
|
Investments in unconsolidated joint ventures
|
|
|
|
|
|
|
239.0 |
|
|
|
|
|
|
|
|
|
|
|
239.0 |
|
Receivables from unconsolidated joint ventures
|
|
|
|
|
|
|
73.8 |
|
|
|
|
|
|
|
|
|
|
|
73.8 |
|
Investments in/advances to consolidated subsidiaries
|
|
|
2,083.3 |
|
|
|
(308.3 |
) |
|
|
|
|
|
|
(1,775.0 |
) |
|
|
|
|
Other assets
|
|
|
29.9 |
|
|
|
133.9 |
|
|
|
|
|
|
|
|
|
|
|
163.8 |
|
Goodwill
|
|
|
|
|
|
|
108.8 |
|
|
|
|
|
|
|
|
|
|
|
108.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,204.2 |
|
|
|
2,272.8 |
|
|
|
|
|
|
|
(1,775.0 |
) |
|
|
2,702.0 |
|
FINANCIAL SERVICES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
10.0 |
|
|
|
|
|
|
|
10.0 |
|
Mortgage loans held for sale
|
|
|
|
|
|
|
|
|
|
|
49.6 |
|
|
|
|
|
|
|
49.6 |
|
Other assets
|
|
|
|
|
|
|
|
|
|
|
12.6 |
|
|
|
|
|
|
|
12.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
72.2 |
|
|
|
|
|
|
|
72.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$ |
2,204.2 |
|
|
$ |
2,272.8 |
|
|
$ |
72.2 |
|
|
$ |
(1,775.0 |
) |
|
$ |
2,774.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HOMEBUILDING:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and other liabilities
|
|
$ |
61.9 |
|
|
$ |
212.9 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
274.8 |
|
Customer deposits
|
|
|
|
|
|
|
77.9 |
|
|
|
|
|
|
|
|
|
|
|
77.9 |
|
Obligations for inventory not owned
|
|
|
|
|
|
|
232.5 |
|
|
|
|
|
|
|
|
|
|
|
232.5 |
|
Notes payable
|
|
|
811.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
811.6 |
|
Bank borrowings
|
|
|
300.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
300.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,173.5 |
|
|
|
523.3 |
|
|
|
|
|
|
|
|
|
|
|
1,696.8 |
|
FINANCIAL SERVICES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and other liabilities
|
|
|
|
|
|
|
|
|
|
|
6.0 |
|
|
|
|
|
|
|
6.0 |
|
Bank borrowings
|
|
|
|
|
|
|
|
|
|
|
40.7 |
|
|
|
|
|
|
|
40.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
46.7 |
|
|
|
|
|
|
|
46.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
1,173.5 |
|
|
|
523.3 |
|
|
|
46.7 |
|
|
|
|
|
|
|
1,743.5 |
|
Total stockholders equity
|
|
|
1,030.7 |
|
|
|
1,749.5 |
|
|
|
25.5 |
|
|
|
(1,775.0 |
) |
|
|
1,030.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity
|
|
$ |
2,204.2 |
|
|
$ |
2,272.8 |
|
|
$ |
72.2 |
|
|
$ |
(1,775.0 |
) |
|
$ |
2,774.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16
TECHNICAL OLYMPIC USA, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Consolidating Statement of Financial Condition
December 31, 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Technical | |
|
|
|
|
|
|
|
|
|
|
Olympic | |
|
Guarantor | |
|
Non-Guarantor | |
|
Intercompany | |
|
|
|
|
USA, Inc. | |
|
Subsidiaries | |
|
Subsidiaries | |
|
Eliminations | |
|
Total | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
|
(Dollars in millions) | |
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HOMEBUILDING:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$ |
21.9 |
|
|
$ |
7.4 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
29.3 |
|
Inventory
|
|
|
|
|
|
|
1,740.8 |
|
|
|
|
|
|
|
|
|
|
|
1,740.8 |
|
Property and equipment, net
|
|
|
7.3 |
|
|
|
19.8 |
|
|
|
|
|
|
|
|
|
|
|
27.1 |
|
Investments in unconsolidated joint ventures
|
|
|
|
|
|
|
254.5 |
|
|
|
|
|
|
|
|
|
|
|
254.5 |
|
Receivables from unconsolidated joint ventures
|
|
|
|
|
|
|
60.5 |
|
|
|
|
|
|
|
|
|
|
|
60.5 |
|
Investments in/ advances to consolidated subsidiaries
|
|
|
1,946.8 |
|
|
|
(427.7 |
) |
|
|
(3.7 |
) |
|
|
(1,515.4 |
) |
|
|
|
|
Other assets
|
|
|
26.3 |
|
|
|
106.9 |
|
|
|
|
|
|
|
|
|
|
|
133.2 |
|
Goodwill
|
|
|
|
|
|
|
108.8 |
|
|
|
|
|
|
|
|
|
|
|
108.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,002.3 |
|
|
|
1,871.0 |
|
|
|
(3.7 |
) |
|
|
(1,515.4 |
) |
|
|
2,354.2 |
|
FINANCIAL SERVICES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
11.8 |
|
|
|
|
|
|
|
11.8 |
|
Mortgage loans held for sale
|
|
|
|
|
|
|
|
|
|
|
43.9 |
|
|
|
|
|
|
|
43.9 |
|
Other assets
|
|
|
|
|
|
|
|
|
|
|
12.8 |
|
|
|
|
|
|
|
12.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
68.5 |
|
|
|
|
|
|
|
68.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$ |
2,002.3 |
|
|
$ |
1,871.0 |
|
|
$ |
64.8 |
|
|
$ |
(1,515.4 |
) |
|
$ |
2,422.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HOMEBUILDING:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and other liabilities
|
|
$ |
154.4 |
|
|
$ |
175.0 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
329.4 |
|
Customer deposits
|
|
|
|
|
|
|
79.3 |
|
|
|
|
|
|
|
|
|
|
|
79.3 |
|
Obligations for inventory not owned
|
|
|
|
|
|
|
124.6 |
|
|
|
|
|
|
|
|
|
|
|
124.6 |
|
Notes payable
|
|
|
811.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
811.6 |
|
Bank borrowings
|
|
|
65.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
65.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,031.0 |
|
|
|
378.9 |
|
|
|
|
|
|
|
|
|
|
|
1,409.9 |
|
FINANCIAL SERVICES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and other liabilities
|
|
|
|
|
|
|
|
|
|
|
6.4 |
|
|
|
|
|
|
|
6.4 |
|
Bank borrowings
|
|
|
|
|
|
|
|
|
|
|
35.1 |
|
|
|
|
|
|
|
35.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
41.5 |
|
|
|
|
|
|
|
41.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
1,031.0 |
|
|
|
378.9 |
|
|
|
41.5 |
|
|
|
|
|
|
|
1,451.4 |
|
Total stockholders equity
|
|
|
971.3 |
|
|
|
1,492.1 |
|
|
|
23.3 |
|
|
|
(1,515.4 |
) |
|
|
971.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity
|
|
$ |
2,002.3 |
|
|
$ |
1,871.0 |
|
|
$ |
64.8 |
|
|
$ |
(1,515.4 |
) |
|
$ |
2,422.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17
TECHNICAL OLYMPIC USA, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Consolidating Statement of Income
Three Months Ended March 31, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Technical | |
|
|
|
|
|
|
|
|
|
|
Olympic | |
|
Guarantor | |
|
Non-Guarantor | |
|
Intercompany | |
|
|
|
|
USA, Inc. | |
|
Subsidiaries | |
|
Subsidiaries | |
|
Eliminations | |
|
Total | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
(Dollars in millions) | |
HOMEBUILDING:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$ |
|
|
|
$ |
614.3 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
614.3 |
|
Cost of sales
|
|
|
|
|
|
|
463.9 |
|
|
|
|
|
|
|
|
|
|
|
463.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross margin
|
|
|
|
|
|
|
150.4 |
|
|
|
|
|
|
|
|
|
|
|
150.4 |
|
Selling, general and administrative expenses
|
|
|
19.3 |
|
|
|
79.1 |
|
|
|
|
|
|
|
(1.0 |
) |
|
|
97.4 |
|
(Income) from joint ventures, net
|
|
|
|
|
|
|
(27.8 |
) |
|
|
|
|
|
|
|
|
|
|
(27.8 |
) |
Other (income) expense, net
|
|
|
(71.6 |
) |
|
|
8.1 |
|
|
|
|
|
|
|
61.5 |
|
|
|
(2.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Homebuilding pretax income
|
|
|
52.3 |
|
|
|
91.0 |
|
|
|
|
|
|
|
(60.5 |
) |
|
|
82.8 |
|
FINANCIAL SERVICES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
|
|
|
|
|
|
|
|
|
16.2 |
|
|
|
(1.0 |
) |
|
|
15.2 |
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
12.6 |
|
|
|
(1.9 |
) |
|
|
10.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Services pretax income
|
|
|
|
|
|
|
|
|
|
|
3.6 |
|
|
|
0.9 |
|
|
|
4.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before provision (benefit) for income taxes
|
|
|
52.3 |
|
|
|
91.0 |
|
|
|
3.6 |
|
|
|
(59.6 |
) |
|
|
87.3 |
|
Provision (benefit) for income taxes
|
|
|
(2.7 |
) |
|
|
33.7 |
|
|
|
1.3 |
|
|
|
|
|
|
|
32.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
55.0 |
|
|
$ |
57.3 |
|
|
$ |
2.3 |
|
|
$ |
(59.6 |
) |
|
$ |
55.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidating Statement of Income
Three Months Ended March 31, 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Technical | |
|
|
|
|
|
|
|
|
|
|
Olympic | |
|
Guarantor | |
|
Non-Guarantor | |
|
Intercompany | |
|
|
|
|
USA, Inc. | |
|
Subsidiaries | |
|
Subsidiaries | |
|
Eliminations | |
|
Total | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
(Dollars in millions) | |
HOMEBUILDING:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$ |
|
|
|
$ |
533.6 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
533.6 |
|
Cost of sales
|
|
|
|
|
|
|
417.8 |
|
|
|
|
|
|
|
|
|
|
|
417.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross margin
|
|
|
|
|
|
|
115.8 |
|
|
|
|
|
|
|
|
|
|
|
115.8 |
|
Selling, general and administrative expenses
|
|
|
21.5 |
|
|
|
59.6 |
|
|
|
|
|
|
|
(1.7 |
) |
|
|
79.4 |
|
(Income) from joint ventures, net
|
|
|
|
|
|
|
(2.6 |
) |
|
|
|
|
|
|
|
|
|
|
(2.6 |
) |
Other (income) expense, net
|
|
|
(47.3 |
) |
|
|
15.7 |
|
|
|
|
|
|
|
29.7 |
|
|
|
(1.9 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Homebuilding pretax income
|
|
|
25.8 |
|
|
|
43.1 |
|
|
|
|
|
|
|
(28.0 |
) |
|
|
40.9 |
|
FINANCIAL SERVICES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
|
|
|
|
|
|
|
|
|
11.7 |
|
|
|
(1.7 |
) |
|
|
10.0 |
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
9.6 |
|
|
|
(0.9 |
) |
|
|
8.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Services pretax income
|
|
|
|
|
|
|
|
|
|
|
2.1 |
|
|
|
(0.8 |
) |
|
|
1.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before provision (benefit) for income taxes
|
|
|
25.8 |
|
|
|
43.1 |
|
|
|
2.1 |
|
|
|
(28.8 |
) |
|
|
42.2 |
|
Provision (benefit) for income taxes
|
|
|
(0.6 |
) |
|
|
16.2 |
|
|
|
0.2 |
|
|
|
|
|
|
|
15.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
26.4 |
|
|
$ |
26.9 |
|
|
$ |
1.9 |
|
|
$ |
(28.8 |
) |
|
$ |
26.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18
TECHNICAL OLYMPIC USA, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Consolidating Statement of Cash Flows
Three Months Ended March 31, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Technical | |
|
|
|
|
|
|
|
|
|
|
Olympic | |
|
Guarantor | |
|
Non-Guarantor | |
|
Intercompany | |
|
|
|
|
USA, Inc. | |
|
Subsidiaries | |
|
Subsidiaries | |
|
Eliminations | |
|
Total | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
(Dollars in millions) | |
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
55.0 |
|
|
$ |
57.3 |
|
|
$ |
2.3 |
|
|
$ |
(59.6 |
) |
|
$ |
55.0 |
|
Adjustments to reconcile net income to net cash used in by
operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
0.8 |
|
|
|
2.3 |
|
|
|
0.4 |
|
|
|
|
|
|
|
3.5 |
|
|
Non-cash compensation expense
|
|
|
5.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5.7 |
|
|
Loss on impairment of inventory
|
|
|
|
|
|
|
5.4 |
|
|
|
|
|
|
|
|
|
|
|
5.4 |
|
|
Deferred income taxes
|
|
|
(2.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2.1 |
) |
|
Undistributed equity in earnings from unconsolidated joint
ventures
|
|
|
|
|
|
|
(8.5 |
) |
|
|
|
|
|
|
|
|
|
|
(8.5 |
) |
|
Distributions of earnings from unconsolidated joint ventures
|
|
|
|
|
|
|
13.2 |
|
|
|
|
|
|
|
|
|
|
|
13.2 |
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted cash
|
|
|
(0.3 |
) |
|
|
1.0 |
|
|
|
(0.1 |
) |
|
|
|
|
|
|
0.6 |
|
|
|
Inventory
|
|
|
|
|
|
|
(136.3 |
) |
|
|
|
|
|
|
|
|
|
|
(136.3 |
) |
|
|
Other assets
|
|
|
1.2 |
|
|
|
(8.1 |
) |
|
|
0.6 |
|
|
|
|
|
|
|
(6.3 |
) |
|
|
Receivables from unconsolidated joint ventures
|
|
|
|
|
|
|
(13.3 |
) |
|
|
|
|
|
|
|
|
|
|
(13.3 |
) |
|
|
Accounts payable and other liabilities
|
|
|
(93.1 |
) |
|
|
37.7 |
|
|
|
(0.4 |
) |
|
|
|
|
|
|
(55.8 |
) |
|
|
Customer deposits
|
|
|
|
|
|
|
(1.4 |
) |
|
|
|
|
|
|
|
|
|
|
(1.4 |
) |
|
|
Mortgage loans held for sale
|
|
|
|
|
|
|
|
|
|
|
(5.7 |
) |
|
|
|
|
|
|
(5.7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in operating activities
|
|
|
(32.8 |
) |
|
|
(50.7 |
) |
|
|
(2.9 |
) |
|
|
(59.6 |
) |
|
|
(146.0 |
) |
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net additions to property and equipment
|
|
|
(0.4 |
) |
|
|
(5.0 |
) |
|
|
(0.7 |
) |
|
|
|
|
|
|
(6.1 |
) |
Investments in unconsolidated joint ventures
|
|
|
|
|
|
|
(4.6 |
) |
|
|
|
|
|
|
|
|
|
|
(4.6 |
) |
Capital distributions from joint ventures
|
|
|
|
|
|
|
2.2 |
|
|
|
|
|
|
|
|
|
|
|
2.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
(0.4 |
) |
|
|
(7.4 |
) |
|
|
(0.7 |
) |
|
|
|
|
|
|
(8.5 |
) |
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net proceeds from revolving credit facility
|
|
|
235.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
235.0 |
|
Net proceeds from Financial Services bank borrowings
|
|
|
|
|
|
|
|
|
|
|
5.6 |
|
|
|
|
|
|
|
5.6 |
|
Payments for deferred financing costs
|
|
|
(2.8 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2.8 |
) |
Excess income tax benefit from exercise of stock options
|
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.1 |
|
Proceeds from stock option exercises
|
|
|
0.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.2 |
|
Dividends paid
|
|
|
(0.9 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.9 |
) |
Increase (decrease) in intercompany transactions
|
|
|
(136.5 |
) |
|
|
80.8 |
|
|
|
(3.9 |
) |
|
|
59.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by financing activities
|
|
|
95.1 |
|
|
|
80.8 |
|
|
|
1.7 |
|
|
|
59.6 |
|
|
|
237.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in cash and cash equivalents
|
|
|
61.9 |
|
|
|
22.7 |
|
|
|
(1.9 |
) |
|
|
|
|
|
|
82.7 |
|
Cash and cash equivalents at beginning of period
|
|
|
20.2 |
|
|
|
6.0 |
|
|
|
8.7 |
|
|
|
|
|
|
|
34.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period
|
|
$ |
82.1 |
|
|
$ |
28.7 |
|
|
$ |
6.8 |
|
|
$ |
|
|
|
$ |
117.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19
TECHNICAL OLYMPIC USA, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Consolidating Statement of Cash Flows
Three Months Ended March 31, 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Technical | |
|
|
|
|
|
|
|
|
|
|
Olympic | |
|
Guarantor | |
|
Non-Guarantor | |
|
Intercompany | |
|
|
|
|
USA, Inc. | |
|
Subsidiaries | |
|
Subsidiaries | |
|
Eliminations | |
|
Total | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
|
(Dollars in millions) | |
|
|
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
26.4 |
|
|
$ |
26.9 |
|
|
$ |
1.9 |
|
|
$ |
(28.8 |
) |
|
$ |
26.4 |
|
Adjustments to reconcile net income to net cash (used in)
provided by operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
0.9 |
|
|
|
2.0 |
|
|
|
|
|
|
|
|
|
|
|
2.9 |
|
|
Non-cash compensation expense
|
|
|
5.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5.2 |
|
|
Undistributed equity in earnings from unconsolidated joint
ventures
|
|
|
|
|
|
|
(1.3 |
) |
|
|
|
|
|
|
|
|
|
|
(1.3 |
) |
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted cash
|
|
|
(1.1 |
) |
|
|
(4.5 |
) |
|
|
|
|
|
|
|
|
|
|
(5.6 |
) |
|
|
Inventory
|
|
|
|
|
|
|
(106.5 |
) |
|
|
|
|
|
|
|
|
|
|
(106.5 |
) |
|
|
Other assets
|
|
|
(52.0 |
) |
|
|
42.2 |
|
|
|
0.2 |
|
|
|
|
|
|
|
(9.6 |
) |
|
|
Receivables from unconsolidated joint ventures
|
|
|
|
|
|
|
(34.2 |
) |
|
|
|
|
|
|
|
|
|
|
(34.2 |
) |
|
|
Accounts payable and other liabilities
|
|
|
(13.2 |
) |
|
|
19.0 |
|
|
|
(0.5 |
) |
|
|
|
|
|
|
5.3 |
|
|
|
Customer deposits
|
|
|
|
|
|
|
10.7 |
|
|
|
|
|
|
|
|
|
|
|
10.7 |
|
|
|
Mortgage loans held for sale
|
|
|
|
|
|
|
|
|
|
|
5.0 |
|
|
|
|
|
|
|
5.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in) provided by operating activities
|
|
|
(33.8 |
) |
|
|
(45.7 |
) |
|
|
6.6 |
|
|
|
(28.8 |
) |
|
|
(101.7 |
) |
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net additions to property and equipment
|
|
|
(1.9 |
) |
|
|
(0.9 |
) |
|
|
|
|
|
|
|
|
|
|
(2.8 |
) |
Investments in unconsolidated joint ventures
|
|
|
|
|
|
|
(10.2 |
) |
|
|
|
|
|
|
|
|
|
|
(10.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
(1.9 |
) |
|
|
(11.1 |
) |
|
|
|
|
|
|
|
|
|
|
(13.0 |
) |
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net proceeds on Financial Services bank borrowings
|
|
|
|
|
|
|
|
|
|
|
4.0 |
|
|
|
|
|
|
|
4.0 |
|
Payments for deferred financing costs
|
|
|
(0.3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.3 |
) |
Dividends paid
|
|
|
(0.7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.7 |
) |
Increase (decrease) in intercompany transactions
|
|
|
(52.7 |
) |
|
|
73.9 |
|
|
|
(50.0 |
) |
|
|
28.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in) provided by financing activities
|
|
|
(53.7 |
) |
|
|
73.9 |
|
|
|
(46.0 |
) |
|
|
28.8 |
|
|
|
3.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Decrease) increase in cash and cash equivalents
|
|
|
(89.4 |
) |
|
|
17.1 |
|
|
|
(39.4 |
) |
|
|
|
|
|
|
(111.7 |
) |
Cash and cash equivalents at beginning of period
|
|
|
159.3 |
|
|
|
58.3 |
|
|
|
50.9 |
|
|
|
|
|
|
|
268.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period
|
|
$ |
69.9 |
|
|
$ |
75.4 |
|
|
$ |
11.5 |
|
|
$ |
|
|
|
$ |
156.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20
|
|
ITEM 2. |
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS |
As discussed in Note 8 to the consolidated financial
statements, subsequent to the issuance of our unaudited
consolidated financial statements for the quarterly period ended
March 31, 2006, we restated our disclosures of reportable
segments by disaggregating our one homebuilding reportable
segment into four reportable segments in accordance with the
provisions of Statement of Financial Accounting Standards
(SFAS) No. 131, Disclosures about Segments
of an Enterprise and Related Information
(SFAS 131). We had historically aggregated
our homebuilding divisions, which comprise our operating
segments, into a single reportable segment. We have restated our
segment disclosures for the three months ended March 31,
2006 and 2005 to present disaggregated information for our four
homebuilding reportable segments in accordance with
SFAS 131 based primarily upon similar economic
characteristics, product type, geographic areas, and information
used by the chief operating decision maker to allocate resources
and assess performance. The restatement has no impact on our
consolidated statements of financial condition as of
March 31, 2006 and December 31, 2005, consolidated
statements of operations and related earnings per share amounts
for the three months ended March 31, 2006 and 2005 or
consolidated statements of cash flows for the three months ended
March 31, 2006 and 2005. The Results of Operations Section
of Managements Discussion and Analysis of Financial
Condition gives effect to this restatement. We have amended our
Annual Report on
Form 10-K for the
year ended December 31, 2005 for the related impact of this
restatement.
Executive Summary
We generate revenues from our homebuilding operations
(Homebuilding) and financial services operations
(Financial Services), which comprise our two
principal business segments. Through our Homebuilding operations
we design, build and market high quality detached single-family
residences, town homes and condominiums in various metropolitan
markets in ten states located in four major geographic regions,
which are also our reportable segments: Florida, the
Mid-Atlantic, Texas and the West.
|
|
|
|
|
|
|
Florida |
|
Mid-Atlantic |
|
Texas |
|
West |
|
|
|
|
|
|
|
Jacksonville
|
|
Baltimore/Southern Pennsylvania |
|
Austin |
|
Colorado |
Orlando
|
|
Delaware |
|
Dallas/Ft. Worth |
|
Las Vegas |
Southeast Florida
|
|
Nashville |
|
Houston |
|
Phoenix |
Southwest Florida
|
|
Northern Virginia |
|
San Antonio |
|
|
Tampa/St. Petersburg
|
|
|
|
|
|
|
We conduct our Homebuilding operations through our consolidated
subsidiaries and through various unconsolidated joint ventures
that acquire and develop land for our Homebuilding operations
and/or joint ventures that additionally build and market homes.
As used in this
Form 10-Q/A,
consolidated information refers only to information
relating to our operations which are consolidated in our
financial statements; combined information includes
consolidated information and information relating to our
unconsolidated joint ventures. At March 31, 2006, our
investment in these unconsolidated joint ventures was
$239.0 million. Additionally, we had receivables of
$73.8 million from these joint ventures.
We also seek to use option contracts to acquire land whenever
feasible. Option contracts allow us to control significant
homesite positions with minimal capital investment and
substantially reduce the risks associated with land ownership
and development. At March 31, 2006, we controlled
approximately 105,500 combined homesites. Of this amount, we
owned approximately 28,100 homesites, had option contracts on
approximately 53,200 homesites and our unconsolidated joint
ventures controlled approximately 24,200 homesites.
For the three months ended March 31, 2006, total
consolidated revenues increased 16%, consolidated net income
increased 108%, combined net sales orders decreased 3% and
combined home deliveries increased 38% as compared to the three
months ended March 31, 2005. Consolidated sales value in
backlog at March 31, 2006 as compared to March 31,
2005 increased by 3% to $1.9 billion. Our joint ventures
had an additional $1.4 billion in sales backlog at
March 31, 2006. Our combined home cancellation rate was
21
approximately 24% for the three months ended March 31, 2006
as compared to 14% for the three months ended March 31,
2005 and 17% for the year ended December 31, 2005.
Homebuilding Operations. We build homes for inventory
(speculative homes) and on a pre-sold basis. At March 31,
2006, we had 7,883 homes completed or under construction on a
combined basis compared to 7,467 homes at December 31,
2005. Approximately 19% of these homes were unsold at both
March 31, 2006 and December 31, 2005. At
March 31, 2006, we had 127 completed unsold homes in our
inventory on a combined basis, down 11% from 143 homes at
December 31, 2005. Approximately 31% of our completed,
unsold homes at March 31, 2006 had been completed for more
than 90 days as compared to 34% at December 31, 2005.
We actively work to control our finished speculative home
inventory to reduce carrying costs, increase our available
capital and improve our gross margins.
Once a sales contract with a buyer has been approved, we
classify the transaction as a new sales order and
include the home in backlog. Such sales orders are
usually subject to certain contingencies such as the
buyers ability to qualify for financing. At closing, title
passes to the buyer and a home is considered to be
delivered and is removed from backlog. Revenue and
cost of sales are recognized upon the delivery of the home, land
or homesite when title is transferred to the buyer. We estimate
that the average period between the execution of a sales
contract for a home and closing is approximately four months to
over a year for presold homes; however, this varies by market.
The principal expenses of our Homebuilding operations are
(i) cost of sales and (ii) selling, general and
administrative (SG&A) expenses. Costs of home
sales include land and land development costs, home construction
costs, previously capitalized indirect costs and interest, and
estimated warranty costs. SG&A expenses for our Homebuilding
operations include administrative costs, advertising expenses,
on-site marketing
expenses, sales commission costs, and closing costs. Sales
commissions are included in selling, general and administrative
costs when the related revenue is recognized. As used herein,
Homebuilding includes results of home and land
sales. Home sales includes results related only to
the sale of homes.
Our Homebuilding operations continue to be impacted by labor and
supply shortages and increases in the cost of materials caused
by the recent active hurricane seasons and the high costs of
petroleum. We are proactively responding to these situations by
(1) actively working to reduce the amount of time from sale
to delivery; (2) increasing cost contingencies in our home
budgets; and (3) increasing home sales prices as quickly as
the competitive market will allow. In general, we are beginning
to experience a more challenging housing market which we
anticipate will continue for at least the remainder of 2006,
characterized by softening demand and increased competition
which has led to increased sales incentives, increased pressure
on margins, higher cancellation rates, and increased advertising
expenditures and broker commissions. We are also experiencing
lengthening regulatory processes.
Financial Services Operations. To provide homebuyers with
a seamless home purchasing experience, we have a complementary
financial services business which provides mortgage financing
and closing services and offers title, homeowners and
other insurance products to our homebuyers and others. 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. Our title and
closing services and our insurance agency operations are used by
our homebuyers and 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 fees and premiums from title
insurance and closing services. The principal expenses of our
Financial Services operations are SG&A expenses, which
consist primarily of compensation and interest expense on our
warehouse lines of credit.
Critical Accounting Policies
Prior to January 1, 2006, we accounted for stock option
awards granted under our share-based payment plan in accordance
with the recognition and measurement provisions of APB 25
and related Interpretations, as permitted by SFAS 123.
Share-based employee compensation expense was not recognized in
our consolidated statement of income prior to January 1,
2006, except for certain options with performance-based
22
accelerated vesting criteria and certain outstanding common
stock purchase rights, as all other stock option awards granted
under the plan had an exercise price equal to or greater than
the market value of the common stock on the date of the grant.
Effective January 1, 2006, we adopted the provisions of
SFAS 123R using the modified-prospective-transition method.
Under this transition method, compensation expense recognized
during the three months ended March 31, 2006 included:
(a) compensation expense for all share-based awards granted
prior to, but not yet vested as of January 1, 2006, based
on the grant date fair value estimated in accordance with the
original provisions of SFAS 123, and (b) compensation
expense for all share-based awards granted subsequent to
January 1, 2006, based on the grant date fair value
estimated in accordance with the provisions of SFAS 123R.
In accordance with the modified-prospective-transition method,
results for prior periods have not been restated. Additionally,
in connection with the adoption of SFAS 123R we recognized
expense of $2.0 million, net of tax, for a cumulative
change in accounting principle related to certain common stock
purchase rights that were accounted for under the variable
accounting method. The cumulative effect of the change in
accounting principle of $3.2 million, gross of tax, was not
material and therefore was included in selling, general and
administrative expenses with the related tax effect of
$1.2 million included in the provision for income taxes
rather than displayed separately as a cumulative change in
accounting principle in the accompanying consolidated statement
of income. The adoption of SFAS 123R resulted in a charge
of $3.2 million and $2.0 million to income before
provision for income taxes and net income, respectively, for the
three months ended March 31, 2006. The impact of
adopting SFAS 123R on both basic and diluted earnings was
$0.03 per share.
The calculation of share-based employee compensation expense
involves estimates that require managements judgments.
These estimates include the fair value of each of our stock
option awards, which is estimated on the date of grant using a
Black-Scholes option-pricing model. The fair value of our stock
option awards, which are subject to graded vesting, is expensed
separately for each vesting tranche over the vesting life of the
options. Expected volatility is based on the historical
volatility of our stock. The risk-free rate for periods within
the contractual life of the option is based on the yield curve
of a zero-coupon U.S. Treasury bond with a maturity equal
to the expected term of the option granted. We use historical
data to estimate stock option exercises and forfeitures within
our valuation model. The expected term of stock option awards
granted is derived from historical exercise experience under our
share-based payment plan and represents the period of time that
stock option awards granted are expected to be outstanding.
We believe that there have been no other significant changes to
our critical accounting policies during the three months ended
March 31, 2006 as compared to those we disclosed in
Managements Discussion and Analysis of Financial Condition
and Results of Operations included in our Annual Report on
Form 10-K/A for
the year ended December 31, 2005.
Recent Developments
On April 12, 2006, we issued $250.0 million of
81/4% Senior
Notes due 2011. The net proceeds of $248.8 million were
used to repay amounts outstanding under our revolving credit
facility. These notes are guaranteed, on a joint and several
basis, by the Guarantor Subsidiaries, which are all of our
material domestic subsidiaries, other than our mortgage and
title subsidiaries (the Non-guarantor 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 our senior subordinated notes and any future
subordinated debt. The indenture governing the senior notes
requires us to maintain a minimum net worth and places 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, invest in
joint ventures above specified amounts, and merge or consolidate
with other entities. Interest on these notes is payable
semi-annually.
23
Results of Operations Consolidated
|
|
|
Three Months Ended March 31, 2006 Compared to Three
Months Ended March 31, 2005 |
Total revenues increased 16% to $629.5 million for the
three months ended March 31, 2006, from $543.6 million
for the three months ended March 31, 2005. This increase is
attributable to an increase in Homebuilding revenues of 15%, and
an increase in Financial Services revenues of 53%.
Income before provision for income taxes increased by 107% to
$87.3 million for the three months ended March 31,
2006, from $42.2 million for the comparable period in 2005.
This increase is primarily attributable to an increase in
Homebuilding pretax income to $82.8 million for the three
months ended March 31, 2006, from $40.9 million for
the three months ended March 31, 2005.
Our effective tax rate was 37.0% and 37.5% for the three months
ended March 31, 2006 and 2005, respectively. This change
primarily is due to the impact of the American Jobs Creation Act
of 2004, which was partially offset by an increase in state
income taxes resulting from increased income in states with
higher tax rates.
As a result of the above, net income increased to
$55.0 million (or $0.89 per diluted share) for the
three months ended March 31, 2006 from $26.4 million
(or $0.45 per diluted share) for the three months ended
March 31, 2005.
Results of Operations
|
|
|
Three Months Ended March 31, 2006 Compared to Three
Months Ended March 31, 2005 |
Homebuilding revenues increased 15% to $614.3 million for
the three months ended March 31, 2006, from
$533.6 million for the three months ended March 31,
2005. This increase is due to an increase in revenues from home
sales to $586.3 million for the three months ended
March 31, 2006, from $512.4 million for the comparable
period in 2005, and an increase in revenues from land sales to
$28.0 million for the three months ended March 31,
2006, as compared to $21.2 million for the three months
ended March 31, 2005. The 14% increase in revenue from home
sales was due to a 14% increase in the average price of
consolidated homes delivered to $313,000, from $274,000 in the
comparable period of the prior year. Each of our markets
experienced an increase in the average price of homes delivered,
with the most significant increase occurring in Florida. The
increase in the average price of homes delivered is due to
changes in product mix and increased demand in many of our
markets during 2005 which allowed us to increase prices. The
increase in revenues from land sales is due to the sale of
tracts of land in an attempt to diversify our risk and recognize
embedded profits. As part of our land inventory management
strategy, we regularly review our land portfolio. As a result of
these reviews, we will seek to sell land when we have changed
our strategy for a certain property and/or we have determined
that the potential profit realizable from a sale of a property
outweighs the economics of developing a community. Land sales
are incidental to our residential homebuilding operations and
are expected to continue in the future, but may fluctuate
significantly from period to period.
Our homebuilding gross margin increased 30% to
$150.4 million for the three months ended March 31,
2006, from $115.8 million for the three months ended
March 31, 2005. This increase is primarily due to improved
gross margin on home sales offset by $5.4 million of asset
impairment losses resulting from the write-down of assets under
development to fair market value. Our gross margin on home sales
increased to 25.1% for the three months ended March 31,
2006, from 21.7% for the three months ended March 31, 2005.
This increase from period to period is primarily due to:
(1) reducing the time period from signing a contract to
closing; (2) the phasing of sales to maximize revenues and
improve margins; (3) increased prices of homes delivered in
markets with strong housing demand; (4) improved control
over costs, such as the re-engineering of existing products to
reduce costs of construction and achieve cost synergies from our
vendor relationships; and (5) the reduction of carrying
costs on inventory through improved control over the number of
unsold homes completed or under construction, particularly in
our Texas and West regions. The increase in homebuilding gross
margin was partially offset by a decrease in gross margin from
land sales to $3.1 million for the three months ended
March 31, 2006, as compared to $4.4 million for the
comparable period in 2005.
24
SG&A expenses increased to $97.4 million for the three
months ended March 31, 2006, from $79.4 million for
the three months ended March 31, 2005. The increase in
SG&A expenses is due to increased compensation resulting
from (1) increased headcount and (2) significantly
increased incentive compensation tied to forecasted 2006
earnings, including increased income from unconsolidated joint
ventures. For the three months ended March 31, 2006, we
recognized a compensation charge of $5.7 million, including
$3.2 million in stock-based compensation resulting from the
adoption of SFAS 123R.
SG&A expenses as a percentage of revenues from home sales
for the three months ended March 31, 2006 increased to
16.6%, as compared to 15.5% for the three months ended
March 31, 2005. The 110 basis point increase in
SG&A expenses as a percentage of home sales revenues is due
to the increased compensation discussed above. Our ratio of
SG&A expenses as a percentage of revenues from home sales is
also affected by the fact that our consolidated revenues from
home sales do not include revenues recognized by our
unconsolidated joint ventures; however, the compensation and
other expenses incurred by us in connection with certain of
these joint ventures are included in our consolidated SG&A
expenses. For the three months ended March 31, 2006, the
income associated with these joint ventures was
$27.8 million, including management fees of
$11.0 million, and is shown separately as income from joint
ventures in our consolidated statement of income.
Our income from joint ventures increased to $27.8 million
for the three months ended March 31, 2006 from
$2.6 million for the three months ended March 31,
2005. The increase in joint venture income is due to:
(1) an increase in the number of joint ventures;
(2) an increase in the number of joint venture deliveries
to 895 deliveries for the three months ended March 31, 2006
from 141 deliveries for the three months ended March 31,
2005; and (3) an increase in management fees of
$9.7 million, to $11.0 million for the three months
ended March 31, 2006 from $1.3 million for the three
months ended March 31, 2005.
Our net profit margin is calculated by dividing net income by
home sales revenues. For the three months ended March 31,
2006, our net profit margin increased to 9.4% from 5.2% due to
improved gross margins on home sales and increased income from
unconsolidated joint ventures.
|
|
|
Net Sales Orders and Homes in Backlog (combined) |
For the three months ended March 31, 2006, net sales orders
decreased by 3% as compared to the same period in 2005. The
decrease in net sales orders is due to: (1) decreased
demand in certain markets that had previously experienced high
demand; (2) intentional efforts to slow sales rates to
match our production rates, particularly in our Transeastern
joint venture; (3) higher cancellation rates; and
(4) land development and permitting issues that prevented
us from opening certain communities within previously
anticipated time frames. We expect these factors to continue to
negatively impact our combined net sales orders until the
markets normalize.
We had 9,900 homes in backlog as of March 31, 2006, as
compared to 6,490 homes in backlog as of March 31, 2005.
The increase in backlog primarily is due to the acquisition of
Transeasterns homebuilding assets and operations during
2005 which included a significant amount of backlog (3,038
homes).
|
|
|
Backlog Sales Value (consolidated) |
The sales value of backlog increased 3% to $1.9 billion at
March 31, 2006, from $1.8 billion at March 31,
2005, due to the increase in the average selling price of homes
in backlog. The average selling price of homes in backlog
increased to $339,000 from $324,000 from period to period. The
increase in the average selling price of homes in backlog was
primarily due to our ability to increase prices in markets with
strong housing demand during 2005 as well as our continued
efforts to phase sales to maximize gross margins.
|
|
|
Joint Venture Backlog Sales Value |
Joint venture revenues are not included in our consolidated
financial statements. At March 31, 2006, the sales value of
our joint ventures homes in backlog was $1.4 billion
compared to $274.8 million at March 31, 2005.
25
Financial Services revenues increased to $15.2 million for
the three months ended March 31, 2006, from
$10.0 million for the three months ended March 31,
2005. This 53% increase is due primarily to an increase in the
number of closings at our title operations and increased gains
in selling mortgages in the secondary market by our mortgage
operations due to a shift toward more fixed rate mortgages. For
the three months ended March 31, 2006, our mix of mortgage
originations was 24% adjustable rate mortgages (of which
approximately 86% were interest only) and 76% fixed rate
mortgages, which is a shift from 42% adjustable rate mortgages
and 58% fixed rate mortgages in the comparable period of the
prior year. The average FICO score of our homebuyers during the
three months ended March 31, 2006 was 727, and the average
loan to value ratio on first mortgages was 77%. For the three
months ended March 31, 2006, approximately 12% of our
homebuyers paid in cash as compared to 9% during the three
months ended March 31, 2005. Our combined mortgage
operations capture ratio for non-cash homebuyers increased to
66% (excluding the Transeastern JV) for the three months ended
March 31, 2006 from 60% for the three months ended
March 31, 2005. The number of closings at our mortgage
operations increased to 1,438 for the three months ended
March 31, 2006, from 1,136 for the three months ended
March 31, 2005. Our combined title operations capture ratio
increased to 97% of our homebuyers for the three months ended
March 31, 2006, from 79% for the comparable period in 2005.
The capture ratio for the three months ended March 31, 2005
was affected by an organizational change in our Phoenix
operations causing a loss of closings during the period. The
number of closings at our title operations increased to 5,716
for the three months ended March 31, 2006, from 4,600 for
the same period in 2005. Non-affiliated customers accounted for
approximately 65% of our title company revenues for the three
months ended March 31, 2006.
Financial Services expenses increased to $10.7 million for
the three months ended March 31, 2006, from
$8.7 million for the three months ended March 31,
2005. This 24% increase is a result of higher staff levels to
support increased activity.
Our operating segments are aggregated into reportable segments
in accordance with SFAS 131 based primarily upon similar
economic characteristics, product type, geographic areas, and
information used by the chief operating decision makers to
allocate resources and assess performance. Our reportable
segments consist of our four major Homebuilding geographic
regions (Florida, Mid-Atlantic, Texas and the West) and our
Financial Services operations.
Homebuilding Operations
We have historically aggregated our Homebuilding operations into
a single reportable segment, but we have restated our segment
disclosures to present four homebuilding reportable segments for
the three months ended March 31, 2006 and 2005 as follows:
Florida: Jacksonville, Orlando, Southeast Florida,
Southwest Florida, Tampa/ St. Petersburg
Mid-Atlantic: Baltimore/ Southern Pennsylvania, Delaware,
Nashville, Northern Virginia
Texas: Austin, Dallas/ Ft. Worth, Houston, San Antonio
West: Colorado, Las Vegas, Phoenix
26
The following tables set forth selected financial and
operational information related to our Homebuilding operations
for the periods indicated (dollars in millions, except average
price in thousands):
Selected Homebuilding
Operations and Financial Data
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended | |
|
|
March 31, | |
|
|
| |
|
|
2006 | |
|
2005 | |
|
|
| |
|
| |
Revenues:
|
|
|
|
|
|
|
|
|
Homebuilding Florida:
|
|
|
|
|
|
|
|
|
|
Sales of homes
|
|
$ |
266.0 |
|
|
$ |
212.9 |
|
|
Sales of land
|
|
|
|
|
|
|
0.1 |
|
|
|
|
|
|
|
|
Total Homebuilding Florida
|
|
$ |
266.0 |
|
|
$ |
213.0 |
|
Homebuilding Mid-Atlantic:
|
|
|
|
|
|
|
|
|
|
Sales of homes
|
|
$ |
70.0 |
|
|
$ |
47.0 |
|
|
Sales of land
|
|
|
6.5 |
|
|
|
0.2 |
|
|
|
|
|
|
|
|
Total Homebuilding Mid-Atlantic
|
|
$ |
76.5 |
|
|
$ |
47.2 |
|
Homebuilding Texas:
|
|
|
|
|
|
|
|
|
|
Sales of homes
|
|
$ |
158.1 |
|
|
$ |
94.1 |
|
|
Sales of land
|
|
|
2.3 |
|
|
|
2.2 |
|
|
|
|
|
|
|
|
Total Homebuilding Texas
|
|
$ |
160.4 |
|
|
$ |
96.3 |
|
Homebuilding West:
|
|
|
|
|
|
|
|
|
|
Sales of homes
|
|
$ |
92.2 |
|
|
$ |
158.4 |
|
|
Sales of land
|
|
|
19.2 |
|
|
|
18.7 |
|
|
|
|
|
|
|
|
Total Homebuilding West
|
|
$ |
111.4 |
|
|
$ |
177.1 |
|
|
|
|
|
|
|
|
Total Homebuilding Revenues
|
|
$ |
614.3 |
|
|
$ |
533.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended | |
|
|
March 31, | |
|
|
| |
|
|
2006 | |
|
2005 | |
|
|
| |
|
| |
Results of Operations:
|
|
|
|
|
|
|
|
|
Homebuilding:
|
|
|
|
|
|
|
|
|
|
Florida
|
|
$ |
51.4 |
|
|
$ |
27.9 |
|
|
Mid-Atlantic
|
|
|
4.6 |
|
|
|
5.3 |
|
|
Texas
|
|
|
13.4 |
|
|
|
4.0 |
|
|
West
|
|
|
32.1 |
|
|
|
23.1 |
|
Financial Services
|
|
|
4.5 |
|
|
|
1.3 |
|
Corporate and unallocated
|
|
|
(18.7 |
) |
|
|
(19.4 |
) |
|
|
|
|
|
|
|
Income before provision for income taxes
|
|
$ |
87.3 |
|
|
$ |
42.2 |
|
|
|
|
|
|
|
|
27
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, | |
|
|
| |
|
|
2006 | |
|
2005 | |
|
|
| |
|
| |
Deliveries: |
|
Homes | |
|
$ | |
|
Homes | |
|
$ | |
|
|
| |
|
| |
|
| |
|
| |
Consolidated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Florida
|
|
|
746 |
|
|
$ |
266.0 |
|
|
|
757 |
|
|
$ |
212.9 |
|
|
Mid-Atlantic
|
|
|
162 |
|
|
|
70.0 |
|
|
|
122 |
|
|
|
47.0 |
|
|
Texas
|
|
|
645 |
|
|
|
158.1 |
|
|
|
393 |
|
|
|
94.1 |
|
|
West
|
|
|
321 |
|
|
|
92.2 |
|
|
|
595 |
|
|
|
158.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated total
|
|
|
1,874 |
|
|
|
586.3 |
|
|
|
1,867 |
|
|
|
512.4 |
|
Unconsolidated joint ventures:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Florida
|
|
|
372 |
|
|
|
116.2 |
|
|
|
|
|
|
|
|
|
|
Mid-Atlantic
|
|
|
60 |
|
|
|
17.5 |
|
|
|
15 |
|
|
|
4.2 |
|
|
West
|
|
|
463 |
|
|
|
168.5 |
|
|
|
126 |
|
|
|
34.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total unconsolidated joint ventures
|
|
|
895 |
|
|
|
302.2 |
|
|
|
141 |
|
|
|
38.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Combined total
|
|
|
2,769 |
|
|
$ |
888.5 |
|
|
|
2,008 |
|
|
$ |
550.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, | |
|
|
| |
|
|
2006 | |
|
2005 | |
|
|
| |
|
| |
Net Sales Orders(1): |
|
Homes | |
|
$ | |
|
Homes | |
|
$ | |
|
|
| |
|
| |
|
| |
|
| |
Consolidated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Florida
|
|
|
626 |
|
|
$ |
254.8 |
|
|
|
706 |
|
|
$ |
253.5 |
|
|
Mid-Atlantic
|
|
|
159 |
|
|
|
67.2 |
|
|
|
191 |
|
|
|
83.9 |
|
|
Texas
|
|
|
818 |
|
|
|
203.2 |
|
|
|
689 |
|
|
|
165.8 |
|
|
West
|
|
|
554 |
|
|
|
191.9 |
|
|
|
835 |
|
|
|
274.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated total
|
|
|
2,157 |
|
|
|
717.1 |
|
|
|
2,421 |
|
|
|
777.8 |
|
Unconsolidated joint ventures:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Florida
|
|
|
34 |
|
|
|
22.0 |
|
|
|
|
|
|
|
|
|
|
Mid-Atlantic
|
|
|
43 |
|
|
|
11.6 |
|
|
|
33 |
|
|
|
10.1 |
|
|
West
|
|
|
414 |
|
|
|
141.3 |
|
|
|
281 |
|
|
|
92.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total unconsolidated joint ventures
|
|
|
491 |
|
|
|
174.9 |
|
|
|
314 |
|
|
|
102.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Combined total
|
|
|
2,648 |
|
|
$ |
892.0 |
|
|
|
2,735 |
|
|
$ |
880.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2006 | |
|
March 31, 2005 | |
|
|
| |
|
| |
|
|
|
|
Avg | |
|
|
|
Avg | |
Sales Backlog: |
|
Homes | |
|
$ | |
|
Price | |
|
Homes | |
|
$ | |
|
Price | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Consolidated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Florida
|
|
|
2,817 |
|
|
$ |
1,025.5 |
|
|
$ |
364 |
|
|
|
2,845 |
|
|
$ |
939.5 |
|
|
$ |
330 |
|
|
Mid-Atlantic
|
|
|
243 |
|
|
|
91.8 |
|
|
$ |
378 |
|
|
|
415 |
|
|
|
178.8 |
|
|
$ |
431 |
|
|
Texas
|
|
|
1,411 |
|
|
|
364.6 |
|
|
$ |
258 |
|
|
|
839 |
|
|
|
209.1 |
|
|
$ |
249 |
|
|
West
|
|
|
1,084 |
|
|
|
403.5 |
|
|
$ |
372 |
|
|
|
1,549 |
|
|
|
505.1 |
|
|
$ |
326 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated total
|
|
|
5,555 |
|
|
|
1,885.4 |
|
|
$ |
339 |
|
|
|
5,648 |
|
|
|
1,832.5 |
|
|
$ |
324 |
|
Unconsolidated joint ventures:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Florida
|
|
|
2,776 |
|
|
|
801.4 |
|
|
$ |
289 |
|
|
|
32 |
|
|
|
7.7 |
|
|
$ |
242 |
|
|
Mid-Atlantic
|
|
|
75 |
|
|
|
25.4 |
|
|
$ |
339 |
|
|
|
154 |
|
|
|
45.4 |
|
|
$ |
295 |
|
|
West
|
|
|
1,494 |
|
|
|
558.3 |
|
|
$ |
374 |
|
|
|
656 |
|
|
|
221.7 |
|
|
$ |
338 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total unconsolidated joint ventures
|
|
|
4,345 |
|
|
|
1,385.1 |
|
|
$ |
319 |
|
|
|
842 |
|
|
|
274.8 |
|
|
$ |
326 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Combined total
|
|
|
9,900 |
|
|
$ |
3,270.5 |
|
|
$ |
330 |
|
|
|
6,490 |
|
|
$ |
2,107.3 |
|
|
$ |
325 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, | |
|
|
| |
|
|
2006 | |
|
2005 | |
|
|
| |
|
| |
|
|
|
|
Sales | |
|
|
|
Sales | |
Average Price: |
|
Deliveries | |
|
Orders | |
|
Deliveries | |
|
Orders | |
|
|
| |
|
| |
|
| |
|
| |
Consolidated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Florida
|
|
$ |
357 |
|
|
$ |
407 |
|
|
$ |
281 |
|
|
$ |
359 |
|
|
Mid-Atlantic
|
|
$ |
432 |
|
|
$ |
422 |
|
|
$ |
385 |
|
|
$ |
439 |
|
|
Texas
|
|
$ |
245 |
|
|
$ |
248 |
|
|
$ |
239 |
|
|
$ |
241 |
|
|
West
|
|
$ |
287 |
|
|
$ |
346 |
|
|
$ |
266 |
|
|
$ |
329 |
|
Consolidated total
|
|
$ |
313 |
|
|
$ |
332 |
|
|
$ |
274 |
|
|
$ |
321 |
|
Unconsolidated joint ventures:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Florida
|
|
$ |
312 |
|
|
$ |
647 |
|
|
$ |
|
|
|
$ |
|
|
|
Mid-Atlantic
|
|
$ |
292 |
|
|
$ |
268 |
|
|
$ |
277 |
|
|
$ |
305 |
|
|
West
|
|
$ |
364 |
|
|
$ |
341 |
|
|
$ |
271 |
|
|
$ |
330 |
|
Total unconsolidated joint ventures
|
|
$ |
338 |
|
|
$ |
356 |
|
|
$ |
272 |
|
|
$ |
327 |
|
Combined total
|
|
$ |
321 |
|
|
$ |
337 |
|
|
$ |
274 |
|
|
$ |
322 |
|
|
|
|
Three Months Ended March 31, 2006 compared to Three
Months Ended March 31, 2005 |
Florida: Homebuilding revenues increased 25% for the
three months ended March 31, 2006 to $266.0 million
from $213.0 million for the three months ended
March 31, 2005. The increase in revenues was primarily due
to a 27% increase in the average selling price of homes
delivered to $357,000 from $281,000 offset by a 1% decrease in
the number of home deliveries to 746 during the three months
ended March 31, 2006 compared to 757 homes delivered during
the three months ended March 31, 2005. Gross margin on home
sales was 29.3% for the three months ended March 31, 2006,
compared to 21.3% for the three months ended March 31, 2005.
Gross profit on land sales was $0.7 million for the three
months ended March 31, 2006, compared to gross profit on
land sales of $0.1 million during the three months ended
March 31, 2005.
Mid-Atlantic: Homebuilding revenues increased 62% to
$76.5 million for the three months ended March 31,
2006 from $47.2 million for the three months ended
March 31, 2005. The increase in revenues was primarily due
to an increase in the average selling price of homes delivered
to $432,000 from $385,000 and an increase of 33% in the number
of home deliveries to 162 during the three months ended
March 31, 2006
29
compared to 122 homes delivered during the three months ended
March 31, 2005. Gross margin on home sales was 16.9% for
the three months ended March 31, 2006, compared to 25.2%
for the three months ended March 31, 2005. Gross margin on
home sales decreased for the three months ended March 31,
2006 primarily due to $3.1 million of inventory impairment
charges and higher sales incentives offered to homebuyers
($20,400 per home delivered for the three months ended
March 31, 2006, compared to $8,700 per home delivered for
the three months ended March 31, 2005). Excluding
impairment charges, the gross margin on home sales decreased by
4% during the three months ended March 31, 2006 as compared
to the three months ended March 31, 2005.
For the three months ended March 31, 2006, the gross profit
on land sales was $1.3 million, compared to gross profit on
land sales of $0.1 million during the same period last year.
Texas: Homebuilding revenues increased 67% for the three
months ended March 31, 2006 to $160.4 million from
$96.3 million for the three months ended March 31,
2005. The increase in revenues was primarily due to a 64%
increase in the number of home deliveries to 645 during the
three months ended March 31, 2006 compared to 393 homes
delivered for the three months ended March 31, 2005. Gross
margin on home sales was 21.0% for the three months ended
March 31, 2006, compared to 21.1% for the three months
ended March 31, 2005.
For the three months ended March 31, 2006, the gross profit
on land sales was $0.1 million, compared to gross profit on
land sales of $0.4 million during the same period last year.
West: Homebuilding revenues decreased 37% for the three
months ended March 31, 2006 to $111.4 million from
$177.1 million for the three months ended March 31,
2005. The decrease in revenues was primarily due to a 46%
decrease in the number of home deliveries to 321 for the three
months ended March 31, 2006 compared to 595 homes delivered
during the three months ended March 31, 2005, offset by an
increase of 8% in the average selling price of homes delivered
to $287,000 from $266,000. Gross margin on home sales was 27.1%
for the three months ended March 31, 2006, compared to
21.7% for the three months ended March 31, 2005. The
increase of 5% in gross margin on home sales was partially
offset by $1.7 million of inventory impairment charges for
the three months ended March 31, 2006. Excluding these
impairment charges, the gross margin on home sales increased by
7% during the three months ended March 31, 2006 as compared
to the three months ended March 31, 2005.
For the three months ended March 31, 2006, the gross profit
on land sales was $1.0 million, compared to gross profit on
land sales of $3.8 million during the three months ended
March 31, 2005.
Financial Services Operations
The following table presents selected financial data related to
our Financial Services reportable segment for the periods
indicated (dollars in millions):
|
|
|
|
|
|
|
|
|
|
|
Three Months | |
|
|
Ended | |
|
|
March 31, | |
|
|
| |
|
|
2006 | |
|
2005 | |
|
|
| |
|
| |
Revenues
|
|
$ |
15.2 |
|
|
$ |
10.0 |
|
Expenses
|
|
|
10.7 |
|
|
|
8.7 |
|
|
|
|
|
|
|
|
Financial Services pretax income
|
|
$ |
4.5 |
|
|
$ |
1.3 |
|
|
|
|
|
|
|
|
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
Our Homebuilding operations primary uses of cash have been
for land acquisitions, construction and development
expenditures, joint venture investments, and SG&A
expenditures. Our sources of cash to finance these uses have
been primarily cash generated from operations and cash from our
financing activities.
30
Our Financial Services operations primarily use cash to fund
mortgages, prior to their sale, and SG&A expenditures. We
rely primarily on internally generated funds, which include the
proceeds generated from the sale of mortgages, and from the
mortgage operations warehouse lines of credit to fund
these operations.
At March 31, 2006, we had unrestricted cash and cash
equivalents of $117.6 million as compared to
$34.9 million at December 31, 2005.
Our net income generally is our most significant source of
operating cash flow. However, because of our growth in recent
periods, our operations have generally used more cash than they
have generated. We expect this trend to continue. As a result,
cash used in operating activities was $146.0 million during
the three months ended March 31, 2006, as compared to
$101.7 million during the three months ended March 31,
2005. The increase in the use of cash in operating activities
primarily is due to an increase of $136.3 million in
additional inventory to support our growth. These expenditures
have been financed by retaining earnings and with borrowings
under our revolving credit facility.
Cash used in investing activities was $8.5 million during
the three months ended March 31, 2006, as compared to
$13.0 million during the three months ended March 31,
2005. The decrease in cash used in investing activities
primarily is due to a decrease of $5.6 million spent for
investments in unconsolidated joint ventures and an increase in
fixed asset additions of $3.3 million offset by
$2.2 million of capital distributions from unconsolidated
joint ventures during the three months ended March 31, 2006.
Our consolidated borrowings at March 31, 2006 were
$1.2 billion, up from $911.7 million at
December 31, 2005. At March 31, 2006, our Homebuilding
borrowings of $1.1 billion included $300.0 million in
9% senior notes due 2010, $185.0 million of
103/8% senior
subordinated notes due 2012, $125.0 million of
71/2% senior
subordinated notes due 2011, $200.0 million of
71/2% senior
subordinated notes due 2015, and $300.0 million of
revolving credit facility borrowings which bear interest at the
reserve-adjusted Eurodollar base rate plus 1.35%. Our weighted
average debt to maturity is 5.4 years, while our average
inventory turnover is 1.2 times per year.
On April 12, 2006 we issued $250.0 million of
81/4% senior
notes due 2011. The net proceeds of $248.8 million were
used to repay amounts outstanding under our revolving credit
facility.
Our outstanding senior notes are guaranteed, on a joint and
several basis, by the Guarantor Subsidiaries, which are all of
our material domestic subsidiaries, other than our mortgage and
title subsidiaries (the Non-guarantor Subsidiaries). Our
outstanding senior subordinated notes are guaranteed on a senior
subordinated basis by all of the Guarantor 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 our 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. The indentures
governing the senior notes 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, invest in
joint ventures above specified amounts, and merge or consolidate
with other entities. Interest on our outstanding senior notes
and senior subordinated notes is payable semi-annually.
Our financial leverage, as measured by the ratio of Homebuilding
net debt to capital, increased to 49.3% at March 31, 2006
from 46.7% at December 31, 2005, due primarily to
additional borrowings under our revolving credit facility for
cash used in operations. As noted above, we have made
significant investments in inventory consistent with our growth
strategy which we have financed, in part, through debt,
additional equity, and internally generated cash. We believe
that our financial leverage is appropriate given our industry,
size and current growth strategy.
31
|
|
|
|
|
|
|
|
|
|
|
Homebuilding Net Debt to Capital | |
|
|
| |
|
|
March 31, 2006 | |
|
December 31, 2005 | |
|
|
| |
|
| |
|
|
(Dollars in millions) | |
Notes payable
|
|
$ |
811.6 |
|
|
$ |
811.6 |
|
Bank borrowings
|
|
|
300.0 |
|
|
|
65.0 |
|
|
|
|
|
|
|
|
Homebuilding borrowings(1)
|
|
$ |
1,111.6 |
|
|
$ |
876.6 |
|
Less: unrestricted cash
|
|
|
110.8 |
|
|
|
26.2 |
|
|
|
|
|
|
|
|
Homebuilding net debt
|
|
$ |
1,000.8 |
|
|
$ |
850.4 |
|
Stockholders equity
|
|
|
1,030.7 |
|
|
|
971.3 |
|
|
|
|
|
|
|
|
Total capital(2)
|
|
$ |
2,031.5 |
|
|
$ |
1,821.7 |
|
|
|
|
|
|
|
|
Ratio
|
|
|
49.3 |
% |
|
|
46.7 |
% |
|
|
(1) |
Does not include obligations for inventory not owned of
$232.5 million at March 31, 2006 and
$124.6 million at December 31, 2005, all of which are
non-recourse to us. |
|
(2) |
Does not include Financial Services bank borrowings of
$40.7 million at March 31, 2006 and $35.1 million
at December 31, 2005. |
Homebuilding net debt to capital is not a financial measure
required by generally accepted accounting principles
(GAAP) and other companies may calculate it differently. We
have included this information as we believe that the ratio of
Homebuilding net debt to capital provides comparability among
other publicly-traded homebuilders. In addition, management uses
this information in measuring the financial leverage of our
homebuilding operations, which is our primary business.
Homebuilding net debt to capital has limitations as a measure of
financial leverage because it excludes Financial Services bank
borrowings and it reduces our Homebuilding debt by the amount of
our unrestricted cash. Management compensates for these
limitations by using Homebuilding net debt to capital as only
one of several comparative tools, together with GAAP
measurements, to assist in the evaluation of our financial
leverage. It should not be construed as an indication of our
operating performance or as a measure of our liquidity.
Our revolving credit facility permits us to borrow up to the
lesser of (i) $800.0 million or (ii) our
borrowing base (calculated in accordance with the revolving
credit facility agreement) minus our outstanding senior debt.
The facility has a letter of credit subfacility of
$400.0 million. In addition, we have the right to increase
the size of the facility to provide up to an additional
$150.0 million of revolving loans, provided we satisfy
certain conditions. Loans outstanding under the facility may be
base rate loans or Eurodollar loans, at our election. Our
obligations under the revolving credit facility are guaranteed
by our material domestic subsidiaries, other than our mortgage
and title subsidiaries (unrestricted subsidiaries). The
revolving credit facility expires on March 9, 2010. As of
March 31, 2006, we had $300.0 million outstanding
under the revolving credit facility and had issued letters of
credit totaling $278.8 million. Therefore as of
March 31, 2006, we had $221.2 million remaining in
availability, all of which we could have borrowed without
violating any of our debt covenants. As adjusted for the
offering of our
81/4% senior
notes in April 2006 and the use of the net proceeds from such
offering, as of March 31, 2006 we would have had
$51.2 million outstanding under the revolving credit
facility and $310.8 million remaining in availability.
Our mortgage subsidiary has the ability to borrow up to
$200.0 million under two warehouse lines of credit to fund
the origination of residential mortgage loans. The primary
revolving warehouse line of credit (the Primary Warehouse
Line of Credit) provides for revolving loans of up to
$150.0 million. Our mortgage subsidiarys other
warehouse line of credit (the Secondary Warehouse Line of
Credit) is comprised of (1) a credit facility
providing for revolving loans of up to $30.0 million,
subject to meeting borrowing base requirements based on the
value of collateral provided, and (2) a mortgage loan
purchase and sale agreement which provides for the purchase by
the lender of up to $20.0 million in mortgage loans
generated by our mortgage subsidiary. The Primary Warehouse Line
of Credit bears interest at the 30 day LIBOR rate plus a
margin of 1.125% to 3.0%, except for certain specialty mortgage
loans, determined based upon the type of mortgage loans being
financed. The Secondary Warehouse Line of Credit bears interest
at the 30 day LIBOR
32
rate plus a margin of 1.125%. The Primary Warehouse Line of
Credit expires on December 8, 2006 and the Secondary
Warehouse Line of Credit expires on February 11, 2007. Both
warehouse lines of credit are secured by funded mortgages, which
are pledged as collateral, and require our mortgage subsidiary
to maintain certain financial ratios and minimums. At
March 31, 2006, we had $40.7 million in borrowings
under our mortgage subsidiarys warehouse lines of credit.
We believe that we have adequate financial resources, including
unrestricted cash, availability under our revolving credit
facility and the warehouse lines of credit, and relationships
with financial partners to meet our current and anticipated
working capital, land acquisition and development needs and our
estimated consolidated annual debt service payments of
$91.8 million (at March 31, 2006, based on the
outstanding balances and interest rates as of such date).
However, there can be no assurance that the amounts available
from such sources will be sufficient. If we identify capital
market opportunities or new growth opportunities, or if our
operations do not generate sufficient cash from operations at
levels currently anticipated, we may seek additional debt or
equity financing to operate or expand our business.
At March 31, 2006, the amount of our annual debt service
payments was $91.8 million. This amount included annual
debt service payments on the senior and senior subordinated
notes of $70.6 million and interest payments on the
revolving credit facility, and the warehouse lines of credit of
$21.2 million based on the balances outstanding as of
March 31, 2006. 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 payment by $3.4 million per
year.
|
|
|
Off Balance Sheet Arrangements |
|
|
|
Land and Homesite Option Contracts |
We enter into land and homesite option contracts to procure land
or homesites for the construction of homes. Option contracts
generally require the payment of cash or the posting of a letter
of credit for the right to acquire land or homesites during a
specified period of time at a certain price. Option contracts
allow us to control significant homesite positions with a
minimal capital investment and substantially reduce the risk
associated with land ownership and development. At
March 31, 2006, we had refundable and non-refundable
deposits of $230.4 million and had issued letters of credit
of approximately $246.5 million associated with our option
contracts. The financial exposure for nonperformance on our part
in these transactions generally is limited to our deposits
and/or letters of credit.
Additionally, at March 31, 2006, we had performance/ surety
bonds outstanding of approximately $307.8 million and
letters of credit outstanding of approximately
$32.3 million primarily related to land development
activities.
|
|
|
Investments in Unconsolidated Joint Ventures |
We have entered, and expect to continue to enter, into joint
ventures that acquire and develop land for our Homebuilding
operations and/or that also build and market homes for sale to
third parties. Through joint ventures, we reduce and share our
risk associated with land ownership and development and extend
our capital resources. Our partners in these joint ventures
generally are unrelated homebuilders, land sellers, financial
investors or other real estate entities. In joint ventures where
the assets are being financed with debt, the borrowings are
non-recourse to us except that we have agreed to complete
certain property development commitments in the event the joint
ventures default and to indemnify the lenders for losses
resulting from fraud, misappropriation and similar acts. At
March 31, 2006, we had investments in unconsolidated joint
ventures of $239.0 million. We account for these
investments under the equity method of accounting. These
unconsolidated joint ventures are limited liability companies or
limited partnerships in which we have a limited partnership
interest and a minority interest in the general partner. At
March 31, 2006, we had receivables of $73.8 million
from these joint ventures due to loans and advances, unpaid
management fees and other items. The debt covenants under our
revolving credit facility contain limitations on the amount of
our direct cash investments in joint ventures.
33
We believe that the use of off-balance sheet arrangements
enables us to acquire rights in land which we may not have
otherwise been able to acquire at favorable terms. As a result,
we view the use of off-balance sheet arrangements as beneficial
to our Homebuilding activities.
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on
Form 10-Q/A
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 throughout this Quarterly Report and
specifically in the material set forth in the section,
Managements Discussion and Analysis of Financial
Condition and Results of Operations and Quantitative
and Qualitative Disclosures about Market Risk. These
statements concern expectations, beliefs, projections, future
plans and strategies, anticipated events or trends and similar
expressions concerning matters that are not historical facts and
typically include the words anticipate,
believe, expect, estimate,
project, and future. Specifically, this
Quarterly Report contains forward-looking statements regarding:
|
|
|
|
|
our expectations regarding our continued use of option contracts
and investments in unconsolidated joint ventures to control
homesites, reduce and share the risks associated with land
ownership and development, and manage our business, and their
effect on our business; |
|
|
|
our expectations regarding the labor and supply shortages and
increases in costs of materials caused by the recent active
hurricane seasons and rising costs of petroleum; |
|
|
|
our expectations regarding the housing market for 2006 and its
impact on our operational and financial results; |
|
|
|
our expectations regarding the impact on our business and
profits of intentional efforts by us and our joint ventures to
slow sales rates to match production rates; |
|
|
|
our expectations regarding the effects of decreased demand in
certain markets, intentional efforts to slow sales rates to
match production rates, higher cancellation rates, and land
development and permitting issues on our combined net sales
orders; |
|
|
|
our expectations regarding our use of cash in operations; |
|
|
|
our expectations regarding future land sales; and |
|
|
|
our estimate that we have adequate financial resources to meet
our current and anticipated working capital, including our
annual debt service payments, and land acquisition and
development needs. |
These forward-looking statements reflect our current views about
future events and are subject to risks, uncertainties and
assumptions. As a result, actual results may differ materially
from the results discussed in and anticipated by the
forward-looking statements. The most important factors that
could cause the assumptions underlying forward-looking
statements and actual results to differ materially from those
expressed in or implied by those forward-looking statements
include, but are not limited to, the following:
|
|
|
|
|
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; |
|
|
|
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, such as increases in interest
rates, inflation, or unemployment rates or declines in consumer
confidence or the demand for, or the prices of, housing; |
|
|
|
our ability to identify and acquire, at anticipated prices,
additional homebuilding opportunities and/or to effect our
growth strategies in our homebuilding operations and financial
services business; |
|
|
|
our ability to successfully dispose of developed properties or
undeveloped land or homesites at expected prices and within
anticipated time frames; |
34
|
|
|
|
|
our relationship with Technical Olympic S.A. and its control
over our business activities; |
|
|
|
events which would impede our ability to open new communities
and/or deliver homes within anticipated timeframes and/or within
anticipated budgets; |
|
|
|
an increase in the cost, or shortages in the availability, of
qualified labor and materials; |
|
|
|
our ability to compete in our existing and future markets; |
|
|
|
our ability to successfully enter into, utilize, and recognize
the anticipated benefits of, joint ventures and option contracts; |
|
|
|
a decline in the value of the land and home inventories we
maintain; |
|
|
|
currently unanticipated delays or disruptions in the land
development, permitting or construction process; |
|
|
|
the impact of hurricanes, tornadoes or other natural disasters
or weather conditions on our business, including the potential
for shortages and increased costs of materials and qualified
labor and the potential for delays in construction and obtaining
government approvals; |
|
|
|
an increase or change in government regulations, or in the
interpretation and/or enforcement of existing government
regulations; and |
|
|
|
the impact of any or all of the above risks on the operations or
financial results of our unconsolidated joint ventures. |
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ITEM 3. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK |
As a result of our senior and senior subordinated notes
offerings, as of March 31, 2006, $810.0 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 warehouse lines of credit and
revolving credit facility. The interest rates relative to these
borrowings fluctuate with the prime, Federal Funds, LIBOR, and
Eurodollar lending rates. We have not entered into derivative
financial instruments for trading or speculative purposes. As of
March 31, 2006, we had an aggregate of approximately
$340.7 million drawn under our revolving credit facility
and warehouse lines of credit 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
$3.4 million per year as a result of our bank loan
arrangements that are subject to changes in interest rates.
Our operations are interest rate sensitive as 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 also increase our borrowing
costs because, as indicated above, our bank loans will fluctuate
with the prime, Federal Funds, LIBOR, and Eurodollar lending
rates.
Our Annual Report on
Form 10-K/A for
the year ended December 31, 2005 contains further
information regarding our market risk. As of March 31,
2006, there have been no material changes in our market risk
since December 31, 2005.
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ITEM 4. |
CONTROLS AND PROCEDURES |
To ensure that the information we must disclose in our filings
with the Securities and Exchange Commission is recorded,
processed, summarized, and reported on a timely basis, we
maintain disclosure controls and procedures. Our principal
executive officer and principal financial officer have reviewed
and evaluated the effectiveness of our disclosure controls and
procedures, as of March 31, 2006. Based on such evaluation,
such officers have concluded that, as of March 31, 2006,
our disclosure controls and procedures were effective. There has
been no change in our internal control over financial reporting
during the quarter ended March 31, 2006 that has materially
affected, or is reasonably likely to materially affect, our
internal control over financial reporting.
35
As described in our interim consolidated financial statements,
we have restated Note 8 to the unaudited consolidated
financial statements included in this
Form 10-Q/ A to
expand our disclosures of our homebuilding operations in
accordance with the provisions of SFAS 131 and report
segment information relating to our homebuilding operations on
the basis of geographic regions of the country, rather than
reporting our homebuilding operations as a single, national
reportable segment. Our management, including our CEO and CAO,
has re-evaluated our disclosure controls and procedures as of
the end of the period covered by this report to determine
whether the restatement changes our prior conclusion, and has
determined that it does not change our conclusion that as of
March 31, 2006, our disclosure controls and procedures were
effective to ensure that the information included in the reports
that we file or submit under the Securities Exchange Act is
recorded, processed, summarized and reported on a timely basis.
The treatment of our homebuilding operations as a single,
national reportable segment was consistent with the practice
followed by substantially all the large, geographically diverse
homebuilders that file reports with the SEC. The restatement
represents a change in judgment as to the application of
SFAS 131. This change did not affect our previously
reported consolidated financial position, results of operations
or cash flows.
PART II. OTHER INFORMATION
There has been no material change in our risk factors from those
previously disclosed in our
Form 10-K/A for
the fiscal year ended December 31, 2005 in response to
Item 1A. to Part 1 of such
Form 10-K/A.
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Exhibit |
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Number |
|
Description |
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4 |
.14 |
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Indenture for the
81/4% Senior
Notes due 2011, dated as of April 12, 2006, among Technical
Olympic USA, Inc., the subsidiaries named therein and Wells
Fargo Bank, National Association, as Trustee. (Incorporated by
reference to Exhibit 4.14 to the Registration Statement on
Form S-4 previously filed by the Registrant (Registration
Statement No.333-133499)). |
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4 |
.15 |
|
Registration Rights Agreement, dated as of April 12, 2006,
among Technical Olympic USA, Inc., the subsidiaries named
therein, and Deutsche Bank Securities Inc. (Incorporated by
reference to Exhibit 4.15 to the Registration Statement on
Form S-4 previously filed by the Registrant (Registration
Statement No. 333-133499)). |
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4 |
.16 |
|
Form of Technical Olympic USA, Inc.
81/4% Senior
Note due 2011 (included in Exhibit A to Exhibit 4.14).
(Incorporated by reference to Exhibit 4.16 to the
Registration Statement on Form S-4 previously filed by the
Registrant (Registration Statement No. 333-133499)). |
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10 |
.15 |
|
Term Sheet for the Performance Unit Program under the Technical
Olympic USA, Inc. Annual and Long-Term Incentive Plan, as
amended and restated. |
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31 |
.1 |
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Certification of Chief Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002. |
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31 |
.2 |
|
Certification of Chief Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002. |
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32 |
.1 |
|
Certification of Chief Executive Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002. |
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|
32 |
.2 |
|
Certification of Chief Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002. |
36
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
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Technical Olympic USA, Inc. |
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By: |
/s/ Stephen M. Wagman |
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Title: |
Executive Vice President and Chief |
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Title: |
Senior Vice President and |
Date: March 19, 2007
37