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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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DATE OF REPORT: September 23, 1998
Commission File Number: 0-22299
SAXTON INCORPORATED
(Exact name of registrant as specified in its charter)
NEVADA 88-0223654
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5440 West Sahara Ave., Third Floor
Las Vegas, Nevada 89146
(702) 221-1111
(Address and telephone number of principal executive offices)
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SAXTON INCORPORATED AND SUBSIDIARIES
CURRENT REPORT ON FORM 8-K
AUGUST 31, 1998
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Page
Number
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Items 1-4. None
Item 5. OTHER EVENTS:
Twelve Month Earnings Statement Made Generally
Available to Security Holders:
Condensed Consolidated Statement of Income -
Twelve Months Ended June 30, 1998 3
Notes to Condensed Consolidated Statement of Income 4
SIGNATURES 6
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ITEM 5. OTHER EVENTS
This filing is being made pursuant to an underwriting agreement dated June
24, 1997 in relation to Saxton Incorporated's June 1997 initial public
stock offering. The underwriting agreement provides that Saxton
Incorporated (the "Company") make generally available to security holders
an earnings statement covering the twelve month period following the June
24, 1997 effective date of the registration statement.
SAXTON INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF INCOME
(in thousands, except share and per share amounts)
(unaudited)
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TWELVE MONTHS ENDED
JUNE 30, 1998
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REVENUE:
Construction revenue, including Tax Credit Partnership construction revenue of $22,556 $ 31,937
Sales of homes ....................................................................... 14,154
Sales of commercial properties ....................................................... 9,854
Rental revenue ....................................................................... 3,612
Other revenue ........................................................................ 1,687
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Total revenue .......................................................... 61,244
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COST OF REVENUE:
Cost of construction, including Tax Credit Partnership cost of construction of $17,233 26,001
Cost of homes sold ................................................................... 12,797
Cost of commercial properties sold ................................................... 7,099
Rental operating cost ................................................................ 730
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Total cost of revenue .................................................. 46,627
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Gross profit ......................................................................... 14,617
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General and administrative expenses .................................................. 4,089
Depreciation and amortization ........................................................ 1,536
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Operating income ....................................................... 8,992
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OTHER INCOME (EXPENSE):
Interest expense, net of interest income of $1,454 ................................... (1,464)
Joint venture loss ................................................................... (1)
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Total other expense ..................................................... (1,465)
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Income before provision for income taxes ............................................. 7,527
Provision for income taxes ........................................................... 2,248
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Net income ........................................................................... $ 5,279
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EARNINGS PER COMMON SHARE (note 2):
Basic:
Net income ............................................................................. $ 0.69
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Weighted-average number of common shares outstanding ................................... 7,630,957
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Diluted:
Net income ............................................................................. $ 0.69
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Weighted-average number of common shares outstanding assuming dilution ................. 7,678,773
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See accompanying notes to condensed consolidated statement of income.
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SAXTON INCORPORATED
NOTES TO CONDENSED CONSOLIDATED STATEMENT OF INCOME
1. BASIS OF PRESENTATION
The accompanying condensed consolidated unaudited statement of income of
the Company has been prepared in conformity with generally accepted
accounting principles ("GAAP") and reflects all adjustments (consisting of
normal recurring adjustments) which are, in the opinion of management,
necessary for a fair statement of the results of operations for the twelve
months ended June 30, 1998. This condensed consolidated unaudited statement
of income should be read in conjunction with the Company's audited
consolidated financial statements and the notes thereto as of and for the
year ended December 31, 1997, which are included in the Company's Form 10-K
filed with the Securities and Exchange Commission for the year ended
December 31, 1997, as certain disclosures which would substantially
duplicate those contained in such audited financial statements have been
omitted.
The preparation of financial statements in conformity with GAAP requires
management to make estimates and assumptions that affect the reported
amounts of revenues and expenses during the reporting periods. Actual
results could differ materially from those estimates.
2. EARNINGS PER COMMON SHARE
As required by SFAS No. 128, "Earnings per Share," ("EPS"), the following
table reconciles net income applicable to common stockholders, basic and
diluted shares and EPS for the twelve months ended June 30, 1998 (in
thousands, except share and per share amounts):
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TWELVE MONTHS ENDED JUNE 30, 1998
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PER-SHARE
INCOME SHARES AMOUNT
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Net income................... $ 5,279
Basic EPS
Income applicable to
common stockholders........ 5,279 7,630,957 $ 0.69
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Effect of dilutive
securities:
Stock options.............. - 47,816
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Diluted EPS
Income applicable to
common stockholders
and assumed conversions..... $ 5,279 7,678,773 $ 0.69
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SAXTON INCORPORATED
NOTES TO CONDENSED CONSOLIDATED STATEMENT OF INCOME (CONTINUED)
The Company had outstanding options to purchase Common Stock that were
excluded from the computation of diluted EPS since their exercise price was
greater than the average market price. The antidilutive options outstanding
for the twelve months ended June 30, 1998 were 55,950.
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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.
SAXTON INCORPORATED
September 23, 1998 By: /s/ Kirk Scherer
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Kirk Scherer
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
By: /s/ Melody J. Sullivan
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Melody J. Sullivan
Vice-President and Chief Accounting
Officer
(Principal Accounting Officer)
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