<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 0-23347
UNITED HOMES, INC.
------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Illinois 36-3978181
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2100 Golf Road, Rolling Meadows, IL 60008
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code (847) 427-2450
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
------------------- -----------------------------------------
None None
Securities registered pursuant to Section 12(g) of the Act:
11% Mandatory Redemption Debentures
Due March 15, 2005
(Title of Class)
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 X. NO .
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TABLE OF CONTENTS
<TABLE>
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PAGE
<S> <C>
PART I - FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . .1
Item 1. Financial Statements
Consolidated Balance Sheets as of March 31, 1999
(unaudited) and September 30, 1998 (audited). . . . . . . . . . .1
Consolidated Statements of Income (loss) for the Six months
ended March 31, 1999 and March 31, 1998 (unaudited) . . . . . . .2
Consolidated Statements of Income (loss) for the Three months
ended March 31, 1999 and March 31, 1998 (unaudited) . . . . . . .3
Consolidated Statements of Stockholder's Equity for the
Six months ended March 31, 1999 (unaudited) and the
year ended September 30, 1998 (audited) . . . . . . . . . . . . .4
Consolidated Statements of Cash Flows for the Six months ended
March 31, 1999 and 1998 (unaudited). . . . . . . . . . . . . . . 5
Notes to the Consolidated Interim Financial Statements
(unaudited) . . . . . . . . . . . . . . . . . . . . . . . . . . .6
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . .7
Item 3. Quantitative and Qualitative Disclosure About Market Risk . . . . . . 11
PART II - OTHER INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . 11
Item 2. Changes in Securities . . . . . . . . . . . . . . . . . . . . . . . 12
Item 3. Defaults Upon Senior Securities . . . . . . . . . . . . . . . . . . 12
Item 4. Submission of Matters to a Vote of Security Holders . . . . . . . . 12
Item 5. Other Information . . . . . . . . . . . . . . . . . . . . . . . . . 12
Item 6. Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . . . . . 12
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
</TABLE>
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Consolidated Balance Sheets as of March 31, 1999 (unaudited)
and September 30, 1998 (audited)
<TABLE>
<CAPTION>
March 31, September 30,
1999 1998
(unaudited) (audited)
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<S> <C> <C>
ASSETS
Cash and cash equivalents $ 542,301 $ 795,880
Housing inventories 72,364,607 71,727,336
Land held for future development 1,085,786 1,085,786
Investment in real estate partnership 541,243 541,243
Due from Parent 4,656,452 4,563,471
Due from affiliates 222,500 373,098
Notes receivable 9,439,386 9,112,374
Other receivable 183,146 248,773
Deposits 103,906 91,937
Other Assets 2,708,563 2,561,395
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Total assets $91,847,890 $91,101,293
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LIABILITIES AND STOCKHOLDER'S EQUITY
Accounts payable and accrued liabilities $13,720,810 $11,495,858
Accrued costs on closed sales 892,450 2,237,972
Deferred income 170,991 250,711
Deposits from home buyers 709,867 613,266
Development loans and other notes payable 56,902,060 56,912,050
Mandatory redemption debentures, net of issuance 5,914,004 5,826,111
costs and discounts ------------- -------------
Total liabilities 78,310,182 77,335,968
Investors' equity in majority-owned land
development and housing partnerships 741,511 758,563
Stockholder's equity
Common stock, $.01 par value; 1,000,000
Shares authorized; 1,000 shares issued
and outstanding 100 100
Additional paid-in capital 1,203,900 1,203,900
Retained earnings 11,592,197 11,802,762
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Total stockholder's equity 12,796,197 13,006,762
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Total liabilities and stockholder's equity $91,847,890 $91,101,293
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</TABLE>
SEE ACCOMPANYING NOTES.
1
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Condensed Consolidated Statements of Income (Loss) for the Six months ended
March 31, 1999 and 1998 (unaudited)
<TABLE>
<CAPTION>
Six months Ended
March 31,
1999 1998
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<S> <C> <C>
REVENUES
Housing and land sales (143 homes and 91 lots
in 1999 and 263 homes and 61 lots in 1998) $33,026,629 $53,654,721
Recognition of deferred income 211,954 1,264,371
Other 38,237 23,879
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33,276,820 54,942,971
COST OF SALES
Housing costs, including amortization of capitalized
interest and real estate taxes of $1,280,159 in
1999 and $1,672,193 in 1998 27,624,417 45,224,337
Amortization of capitalized project costs 3,536,613 5,916,721
------------- -------------
Operating Profit 2,115,790 3,801,913
Other costs and expenses 2,466,065 2,001,406
------------- -------------
Income (loss) before investors share of income in
majority-owned land development and housing
partnerships (350,275) 1,800,507
Investors' share of income in majority-owned
land development and housing partnerships --- 42,365
------------- -------------
Income (loss) before income taxes (350,275) 1,758,142
Income taxes (benefit) (139,710) 703,000
------------- -------------
Net income (loss) $(210,565) $1,055,142
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</TABLE>
SEE ACCOMPANYING NOTES.
2
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Condensed Consolidated Statements of Income (Loss) for the Three months ended
March 31, 1999 and 1998 (unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1999 1998
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<S> <C> <C>
REVENUES
Housing and land sales (56 homes and 91 lots
in 1999 and 130 homes and 22 lots in 1998) $14,536,094 $30,827,045
Recognition of deferred income 109,520 ---
Other 20,141 17,786
------------- -------------
14,665,755 30,844,831
COST OF SALES
Housing costs, including amortization of capitalized
interest and real estate taxes of $536,339 in
1999 and $737,077 in 1998 11,995,979 25,560,537
Amortization of capitalized project costs 2,111,290 3,772,536
------------- -------------
Operating Profit 558,486 1,511,758
Other costs and expenses 1,422,905 1,318,822
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Income (loss) before investors share of income in
majority-owned land development and housing
partnerships (864,419) 192,936
Investors' share of income in majority-owned
land development and housing partnerships --- (16,270)
------------- -------------
Income (loss) before income taxes (864,419) 209,206
Income taxes (benefit) (345,368) 95,984
------------- -------------
Net income (loss) $(519,051) $ 113,222
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</TABLE>
SEE ACCOMPANYING NOTES.
3
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Consolidated Statements of Stockholder's Equity
for the Six months ended March 31, 1999 (unaudited) and
the year ended September 30, 1998 (audited)
<TABLE>
<CAPTION>
Additional
Common Paid-in Retained
Stock Capital Earnings
------------- ------------- -------------
<S> <C> <C> <C>
Balance at September 30, 1996 $100 $ 3,900 $ 9,063,386
Net income 718,603
------------- ------------- -------------
Balance at September 30, 1997 100 3,900 9,781,989
Net income 2,020,773
Additional Capital contribution 1,200,000
------------- ------------- -------------
Balance at September 30, 1998 100 1,203,900 11,802,762
Net loss (210,565)
------------- ------------- -------------
Balance at March 31, 1999 $100 $1,203,900 $11,592,197
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</TABLE>
SEE ACCOMPANYING NOTES.
4
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Consolidated Statements of Cash Flows for the Six months ended
March 31, 1999 and 1998 (unaudited)
<TABLE>
<CAPTION>
Six months Ended March 31,
1999 1998
------------- -------------
<S> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES
Net income (loss) $ (210,565) $ 1,055,142
Adjustments to reconcile net income (loss) to net
cash used in operating activities:
Investors' share of equity in majority-owned
land development and housing partnerships 42,365
Amortization of debenture issuance costs 87,893 ---
Changes in:
Housing inventories (637,271) (7,511,024)
Land held for future development --- (5,084,054)
Due from Parent (92,981) 1,374,989
Notes receivable (327,012) (279,206)
Other assets 57,088 (26,564)
Accounts payable and accrued liabilities 879,430 (1,512,242)
Deferred income (79,720) (1,264,371)
Deposits from home buyers 96,601 (85,517)
------------- -------------
Net cash used in operating activities (226,537) (13,290,482)
CASH FLOW FROM INVESTING ACTIVITIES
Increase in due from managed properties --- (6,128)
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Net cash used in investing activities --- (6,128)
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from development loans and other notes
payable 45,506,525 72,820,321
Repayments of development loans and other notes
payable (45,516,515) (64,886,895)
Net proceeds from mandatory redemption debentures --- 5,863,716
Contributions from investors in majority-owned
land development and housing partnerships --- 295,600
Distributions to investors in majority-owned land
development and housing partnerships (17,052) (497,371)
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Net cash provided by (used in) financing activities (27,042) 13,595,371
------------- -------------
Increase (decrease) in cash and cash equivalents (253,579) 298,761
Cash and cash equivalents at beginning of period 795,880 1,105,368
------------- -------------
Cash and cash equivalents at end of period $ 542,301 $ 1,404,129
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</TABLE>
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES:
During the six months ended March 31, 1998, United Development
Management Company contributed $1,200,000 in condominium
units and commercial real estate property to United Homes, Inc.
SEE ACCOMPANYING NOTES.
5
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Notes to the Consolidated Interim Financial Statements (unaudited)
1. BASIS OF PRESENTATION
The accompanying consolidated interim financial statements do not include
all information and footnotes necessary for a fair presentation of financial
position, results of operations and cash flows in conformity with generally
accepted accounting principles. These interim statements should be read in
conjunction with the Company's audited financial statements, incorporated by
reference to the Company's September 30, 1998 financial statements filed on Form
10-K, as certain footnote disclosures which substantially duplicate those
contained in such audited financial statements have been omitted from these
interim financial statements. In the opinion of management, the interim
financial statements contain all adjustments (which are normal and recurring)
necessary for a fair statement of financial results for the interim periods.
2. HOUSING INVENTORIES
Housing inventories consisted of the following:
<TABLE>
<CAPTION>
March 31, September 30,
1999 1998
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<S> <C> <C>
Land under development, including site
development costs $30,182,062 $33,006,027
Direct construction costs 19,843,842 18,802,515
Capitalized project costs 22,110,856 17,677,320
Land held for sale 227,847 2,241,474
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$72,364,607 $71,727,336
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</TABLE>
3. NOTES RECEIVABLE
Notes receivable consist of the following:
<TABLE>
<CAPTION>
March 31, September 30,
1999 1998
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<C> <C> <C>
Land Sales $8,916,836 $8,559,924
Model Homes 522,550 552,450
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$9,439,386 $9,112,374
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</TABLE>
The notes have various maturity dates from 1999 to 2001 and interest rates
ranging from 10% to 15%.
As of March 31, 1999, the Company has notes receivable related to the
sale of 29 model homes to a public company and has leased them back. The gain
from the sale of these homes is recognized over the related lease term in
accordance with Statement of Financial Accounting Standards No. 98 (SFAS No. 98)
"Accounting for Leases."
6
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS
Certain statements in this Report that are not historical facts
constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995, Section 27A of the Securities Act
of 1933, as amended (the "Securities Act") and Section 21E of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). Discussions containing
such forward-looking statements may be found in the material set forth
hereunder as well as within this Report generally. In addition, when used in
this Report, the words "believes," "intends," "anticipates," "expects" and
similar expressions are intended to identify forward-looking statements. Such
statements are subject to a number of risks and uncertainties described in
more detail under "Factors Affecting the Company's Business." Actual results
could differ materially from those projected in the forward-looking
statements as a result of the factors set forth in this Report. The Company
undertakes no obligation to publicly release the result of any revisions to
these forward-looking statements that may be made to reflect any future
events or circumstances.
The following analysis of the Company's consolidated financial condition
and results of operations as of March 31, 1999 and September 30, 1998 and
for the six months ended March 31, 1999 and 1998 should be read in
conjunction with the Company's Consolidated Financial Statements, including
the notes thereto, and other information included elsewhere in this Report.
GENERAL
The Company generates revenue from the interrelated activities of land
acquisition, development and homebuilding. The Company generally enters into
a purchase agreement with a potential home buyer prior to commencing
construction, except where the home is being constructed on a speculative
basis or to be used as a model home. As of March 31, 1999, the Company had
289 homes built or under construction, of which 239 were under contract for
sale. The Company does not recognize a sale for accounting purposes until the
sale of a home or lot is closed. The time period from execution of a purchase
agreement to the closing of the sale of a home generally ranges from six to
nine months.
RESULTS OF OPERATIONS
SIX MONTHS ENDED MARCH 31, 1999 AND MARCH 31, 1998. Revenues from
housing and land sales decreased approximately $20.6 million or 38% for the
six months ended March 31, 1999 from approximately $53.6 million in 1998 to
approximately $33.0 million in 1999. The decrease in revenue resulted from a
decrease in the volume of homes and lots closed during the period.
Additionally, the severe winter conditions in the Midwest coupled with a
delay in closing on financing for one of the projects in Chicago were major
factors in this decline.
During the six months ended March 31, 1999, the Company closed on
the sale of 143 homes and 91 lots at an average selling price for homes of
$207,221 compared to 263 homes at an average selling price for homes of $165,800
in the same period ended March 31, 1998. The Company believes that the
increase in the average price per home resulted from the mix of homes
closed during these periods.
7
<PAGE>
Housing costs decreased during the six month period ended March 31, 1999
from approximately $45.2 million to approximately $27.6 million as compared
to the same period ended March 31, 1998. The decrease in these costs resulted
mainly from decreases in the number of homes constructed, sold and closed
during the period as compared to the same period ended March 31, 1998. As a
percentage of housing and land sales revenue, housing costs decreased from
84.3% during the six months ended March 31, 1998 to 83.6% during the six
months ended March 31, 1999. This decrease was also caused by the change in
the mix of homes closed during the six month period ended March 31, 1999 as
compared to the six month period ended March 31, 1998.
THREE MONTHS ENDED MARCH 31, 1999 AND MARCH 31, 1998. Revenue from housing
and land sales decreased approximately $16.3 million or 52.9% for the three
months ended March 31, 1999 from approximately $30.8 million to approximately
$14.5 million. The decrease in revenue resulted from a decrease in the volume
of homes and lots closed during the period. Additionally, the severe winter
conditions in the Midwest coupled with a delay in closing on financing for one
of the projects in Chicago were major factors in this decline.
During the three months ended March 31, 1999, the company closed on 56
homes and 91 lots at an average selling price for homes of $198,966 compared
to 130 homes and 22 lots at an average selling price for homes of $202,810 in
the same period ended March 31, 1998. The Company believes that the decrease
in the average price per home resulted from the mix of homes closed during
these periods.
Housing costs decreased during the three month period ended March 31, 1999
from approximately $25.6 million to approximately $11.9 million as compared to
the same period ended March 31, 1998. The decrease in these costs resulted
mainly from decreases in the number of homes constructed, sold and closed
during the period as compared to the same period ended March 31, 1998. As a
percentage of housing and land sales revenue, housing cost remained about the
same during the three month ended March 31, 1999 and 1998.
LIQUIDITY AND CAPITAL RESOURCES
The Company's cash and cash equivalents balance at March 31, 1999 was
approximately $0.5 million, and on September 30, 1998 was approximately $0.8
million. The Company typically finances the acquisition of land parcels, the
costs associated with initial development of the parcels (such as entitlement
activities and construction of streets and sewers) and construction of homes
by drawing on a $55 million line of credit from Residential Funding Corp., a
portion which is allocated to fund acquisition and development activity, such
as sewer and roadway construction (the "Residential Line"). As of March 31,
1999 and September 30, 1998, the Company had total indebtedness of
approximately $42.1 million and $44.1 million, respectively, on the
Residential Line. Of this, $7.5 million and $12.8 million, respectively, is
related to acquisition and development.
Additionally, the Company has overline arrangement with RFC, and as of
March 31, 1999 and September 30, 1998, the indebtedness outstanding under
such overline was $5.5 million and $4.9 million, respectively.
Upon closing of a home sale, the Company utilizes all of the net closing
proceeds (including the Company's profit) from the sale of the home to reduce
the indebtedness under the Residential Line. Thus, the amount of indebtedness
outstanding on this line fluctuates based on the number of parcels and homes
under development or construction at any one time and the rate at which the
Company closes on homes under contract for sale. During the six months ended
March 31, 1999 and 1998, the Company made principal reductions of
approximately $28.9 million and $41.6 million, respectively, on this line.
Draws under the Residential Lines bear interest at a variable rate equal to
prime plus 1.25% per annum (9.0% as of March 31, 1999). The Residential
Line matures on March 14, 2001.
From time to time, the Company also incurs indebtedness secured by
specific projects for specific acquisition, development and construction
activities. As of March 31, 1999 and September 30, 1998, the Company had
approximately $9.5 million and $6.4 million, respectively, of this indebtedness
outstanding, all of which was secured by certain of the Company's assets. This
indebtedness generally matures between 1999 and 2000 and bears interest at a
rate of approximately 10.0% per annum as of March 31, 1999.
8
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The Company also generates additional working capital by selling, and
then leasing back, certain of its model homes to Dynex Residential, Inc.,
formerly known as National Model Homes. As of March 31, 1999, the Company was
leasing 29 model homes from Dynex. The Company believes this arrangement
allows it to increase its available capital by reducing the amount of capital
committed to model homes which are typically the last homes sold at the
Company's developments.
On March 11, 1999, the Company closed a $10,000,000 line of credit facility
with First American Bank, Texas to fund home building operations at its Casas
del Cielo subdivision. On May 12, 1999, the Company closed a $15,000,000
revolving loan facility with NationsBank, N.A. to finance construction of homes
at its Mirage (Joliet, Illinois) and Brooks Farm (Lake County, Illinois)
developments. The Casas del Cielo and Mirage Projects had previously been
funded by the Residential Line, which has been amended to exclude these
projects.
The Company believes that the capital available under the various Lines of
Credit described herein, project specific indebtedness and cashflow from the
sale of model homes, internally generated funds and the proceeds from the
offering of Debentures, will be sufficient to meet the Company's reasonably
anticipated needs for working capital and liquidity for the foreseeable future.
If the above amounts prove insufficient to operate the Company's business,
however, the Company would have to raise additional capital (debt or equity or
both) from its current lenders or other third parties. There can be no assurance
that additional capital, either in the form of equity or debt, will be available
on terms and conditions acceptable to the Company, if at all.
CASH FLOWS FROM OPERATING ACTIVITIES. The Company's operating activities
utilized cash during the six month periods ended March 31, 1999 and
March 31, 1998 of approximately $0.2 million and $13.3 million,
respectively.
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES. The Company's financing
activities provided the bulk of the Company's cash flow during the six months
ended March 31, 1999 and 1998. Net cash provided by financing activities
during these periods was approximately $0.02 million and $13.6 million,
respectively. For the six months ended March 31, 1998, the bulk of the
proceeds were comprised almost entirely of proceeds from development loans
and other notes payable of approximately $45.5 million and $72.8 million,
respectively, offset by repayments on development loans and other notes
payable of approximately $45.5 million and $64.9 million, respectively. The
increase in borrowing activity for the period ended March 31, 1998 reflects
increases in the amount of funds necessary to finance the Company's
construction and development activities as reflected by increases in the
number of homes constructed and sold by the Company in each period when
compared to the prior comparable period. These borrowings are typically
repaid from the proceeds of housing or lot sales and then reborrowed by the
Company to fund construction costs. Thus, borrowings on the Company's lines
of credit (described above) fluctuate significantly based on the level of the
Company's activities. In addition, during the six months ended March 31,
1998, the Company also received net proceeds of approximately $5.9 million
from sale of the debentures.
CASH FLOWS FROM INVESTING ACTIVITIES. Net cash provided by or used for
investing activities was not significant for the six months ended March
31, 1999 and March 31, 1998.
INFLATION AND SEASONALITY. Real estate and residential housing prices
are affected by inflation, which can cause increases in the price of land,
raw materials and subcontracted labor. Historically, the Company has been
able to increase the price of its housing products to cover these costs.
Interest rate fluctuations also affect gross profit margins by increasing or
decreasing financing costs for land, construction and operations. The Company
believes that product demand and sales are impacted by mortgage interest
rates. The Company benefited from low mortgage interest rates during 1998 and
1999. If rates increase, potential customers may be discouraged from
purchasing a home due to the increased cost, decrease in buying power and
possible difficulty in qualifying for a mortgage. Seasonality is generally
not a significant factor in the Company's operations, in part because homes
can be constructed and sold year-round, particularly in the Phoenix Area and,
in part, due to the Company's winter foundation program which allows it to
maintain available inventory for winter sales and spring closings. A
particularly harsh winter in the Midwest could, however, limit the Company's
winter foundation program, thus impacting sales and closings the following
spring in an adverse manner.
9
<PAGE>
YEAR 2000. The Company recognizes the importance of the Year 2000 issue
and is taking a phased approach intended to facilitate an appropriate
transition into the Year 2000. These phases include:
- - - - Allocation of Company resources to manage the approach,
- - - - Evaluation of the Company's information technology ("IT") systems and
non-IT systems that include imbedded microprocessors (together, the
Company's "Internal Systems"),
- - - - Inquiry into IT and non-IT systems for principal vendors (principally
subcontractors) and other service providers (together, the Company's
"External Systems"),
- - - - Evaluation of risk associated with Internal and External Systems
compliance efforts,
- - - - Test of all material Internal and External Systems as practicable,
- - - - Creation of contingency plans for non-compliance of either Internal or
External Systems, and
- - - - Determination of the expected total cost of a complete state of
readiness for the Company.
The Company will allocate resources to the phased approach outlined
above and will complete an inventory of Internal Systems and an inventory of
External Systems to determine those that do not properly recognize dates
after December 31, 1999.
The Company's principal Internal Systems include its general systems
architecture (mini-computer with remote operations) and integrated enterprise
software. The Company is currently operating on the latest version of the
operating system and integrated enterprise software and has received
representations from the vendors indicating Year 2000 compliance. The Company
is in the process of evaluating the compliance of its general systems
architecture. Despite the certifications from vendors, the Company will
continue to test compliance on its principal and secondary Internal Systems
during fiscal 1999.
The Company's principal External Systems include those of its payroll
processing service, subcontractors, significant raw material vendors, and
general service providers such as telecommunications and power. The Company
has substantially completed its evaluation of its significant subcontractors
and raw material providers via inquiry. The Company has not performed its own
test on these systems, and no assurance can be given as to the compliance of
these systems. Based on the information currently available, the Company is
not aware of any material non-compliance by its general service providers;
however, the Company does not control these systems and cannot assure their
compliance.
Costs - As of March 31, 1999, less than $10,000 of outside consulting
costs have been incurred related specifically to the Company's Year 2000
initiatives. The Company will incur capital expenditures and internal staff
costs, as well as additional outside consulting expenditures, related to this
process. Based on currently available information, the Company does not
expect the costs of these initiatives to exceed $400,000.
Risks Presented by the Year 2000 Issue - The failure by the Company to
appropriately address a material Year 2000 issue within its Internal Systems,
or the failure by any third party to address an External System could have a
material adverse impact on the Company's financial condition, liquidity or
results of operations. To date, however, the Company has not identified any
material Internal or External System that presents a significant risk of not
being Year 2000 ready or for which a suitable alternative does not exist.
With continued evaluation, however, the Company may identify an Internal
or External System that presents a risk for a Year 2000 disruption in
operations. The homebuilding construction process by nature is labor
intensive and could operate for a limited time in a manual environmental. At
this time, the Company believes the most likely worst case scenario would
result if there were a significant disruption in services provided by
lenders, or certain government agencies which could inhibit the ability of
the Company to deliver finished homes to its customers.
10
<PAGE>
Contingency Plans - The Company will identify contingency plans that
would allow for the construction and delivery of homes to customers should
any of the Company's Internal or External Systems fail. These contingency
plans will consist of construction and raw material scheduling arrangements
and potential alternative financing options for home buyers.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.
The Company does not engage in trading currencies or in any hedging
activities.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On May 27, 1998, the United States of America, on behalf of the Army
Corporation of Engineers filed a suit against the Company in the Northern
District of Illinois, Eastern Division, Case No. 93C3242; claiming
entitlement to relief under the Clean Water Act. In a timely manner, on June
9, 1998, the Company filed a Motion to Dismiss the complaint which is still
pending. The Company believes the case was filed without merit. There is no
reasonable determination at this point of the monetary damages which would be
awarded if the Company is unsuccessful in the case. Management believes that
resolution of this matter will not have a material effect on the Company's
financial position, results of operation or cash flows.
In June, 1998, Axiom, Inc., an engineering firm employed by the Company
at various projects, filed a suit claiming non-payment of fees for services
provided. The Company has filed a counterclaim for damages due to defective
work. The exposure to the Company based on response from its attorney from
the filed lawsuit and the counterclaim is under $20,000.
On August 20, 1998, the Village of Cary filed a Complaint in Equity with
the Circuit Court of the Nineteenth Judicial Circuit, McHenry County,
Illinois, seeking to, among other items, set aside condemnation proceeds, if
and when awarded to the owner of a property known as Gentry Ridge, to allow
the Village to build a sewer interceptor. The Company is no longer the owner
of the subject property, but filed a motion to dismiss in November, 1998.
Decision of the Motion to Dismiss is pending. The Company believes the suit
as filed is without merit.
In April 1999, Freeborn & Peters, a law firm in Chicago, employed by the
company, filed suit for fees due as action 99L001245. This claim has been
settled by entry into a payment plan which has been established and to date,
adhered to.
In March 1999, Michael J. Walters Advertising, filed for an arbitration
hearing over fees claimed owed to it of approximately $350,000. The Company
disputes the amount of fees owed, believing the amount owed is substantially
less than claimed. A hearing date has not yet been established.
In May 1999, M. Ecker Co. notified the Company it was filing a suit for
fees owed. The Company has not yet been served and the amount of the suit is
not yet determined.
11
<PAGE>
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit Index
(b) No reports on Form 8-K were filed during the quarter.
12
<PAGE>
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.
UNITED HOMES, INC.
By: /s/ Edward Havlik Date: May 24, 1999
-----------------------------------
Edward Havlik
President
By: /s/ William J. Crock, Jr. Date: May 24, 1999
-----------------------------------
William J. Crock, Jr.
Executive Vice President,
Chief Financial Officer,
Secretary and Treasurer
(Principal Financial Officer
and Principal Accounting
Officer).
13
<PAGE>
EXHIBIT INDEX
Exhibit Description
------- -----------
3.1 - Articles of Incorporation of United Homes, Inc.(1)
3.2 - Bylaws of United Homes, Inc.(1)
27 - Financial Data Schedule*
- - ------------------------------
* Filed herewith
(1) Incorporated by reference from the Registrant's Registration Statement on
Form S-1, File No. 333-33965, filed August 19, 1997.
14
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS AND THE CONSOLIDATED STATEMENTS OF INCOME (LOSS) AS
OF MARCH 31, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 542
<SECURITIES> 0
<RECEIVABLES> 14,501
<ALLOWANCES> 0
<INVENTORY> 73,450
<CURRENT-ASSETS> 3,355
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 91,848
<CURRENT-LIABILITIES> 15,494
<BONDS> 62,816
0
0
<COMMON> 1,204
<OTHER-SE> 12,334
<TOTAL-LIABILITY-AND-EQUITY> 91,848
<SALES> 14,536
<TOTAL-REVENUES> 14,666
<CGS> 14,107
<TOTAL-COSTS> 14,107
<OTHER-EXPENSES> 1,423
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (864)
<INCOME-TAX> (345)
<INCOME-CONTINUING> (519)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (519)
<EPS-BASIC> (519.05)
<EPS-DILUTED> (519.05)
</TABLE>
