================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended: January 31, 2000
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF SECURITIES EXCHANGE ACT OF 1934
Commission file number: 1-7643
WASHINGTON HOMES, INC.
(Exact name of registrant as specified in its charter)
MARYLAND 52-0818872
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
1802 Brightseat Road, Landover, MD 20785-4235
(Address of principal executive offices) (Zip Code)
(301) 772-8900
(Registrant's telephone number including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No [ ]
Number of shares of each of the registrant's classes of common stock outstanding
at January 31, 2000:
Class Number of Shares
----- ----------------
Common Stock (voting), $.01 par value 7,889,013
Common Stock (non-voting), $.01 par value 0
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<PAGE>
WASHINGTON HOMES, INC.
FORM 10-Q
TABLE OF CONTENTS
Page
----
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
Condensed Consolidated Balance Sheets
-- January 31, 2000 (Unaudited) and July 31, 1999 .................... 3
Condensed Consolidated Statements of Earnings
-- Three Months and Six Months Ended January 31, 2000
and 1999 (Unaudited) .............................................. 4
Condensed Consolidated Statement of Shareholders' Equity
-- Six Months Ended January 31, 2000 (Unaudited) ..................... 5
Condensed Consolidated Statements of Cash Flows
-- Six Months Ended January 31, 2000 and 1999 (Unaudited) ............ 6
Notes to Condensed Consolidated Financial Statements (Unaudited) ..... 7
ITEM 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations ........................... 8
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk .... 12
PART II. OTHER INFORMATION
ITEM 4. Submission of Matters to a Vote of Security Holders ........... 12
ITEM 6. Exhibits and Reports on Form 8-K .............................. 13
SIGNATURES ............................................................... 14
2
<PAGE>
PART 1. ITEM 1. Financial Statements
WASHINGTON HOMES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(in thousands except share data)
January 31, July 31,
2000 1999
----------- --------
ASSETS
Cash and cash equivalents ............................ $ 11,543 $ 12,734
Residential inventories .............................. 146,107 130,502
Excess of cost over net assets acquired, net ......... 8,531 8,731
Investment in joint ventures ......................... 4,408 3,876
Other ................................................ 13,327 11,612
-------- --------
Total Assets ....................................... $183,916 $167,455
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Notes and loans payable .............................. $ 81,091 $ 59,526
Trade accounts payable ............................... 18,360 24,568
Income taxes ......................................... 1,490 3,986
Other ................................................ 8,794 10,426
------- --------
Total liabilities .................................. 109,735 98,506
Shareholders' Equity
Common stock
15,000,000 shares voting common stock authorized,
7,889,013 and 7,949,013 issued and outstanding ..... 79 79
1,100,000 shares non-voting common stock authorized,
0 shares issued and outstanding .................... -- --
Additional paid-in capital ........................... 35,130 35,178
Retained earnings .................................... 38,972 33,692
-------- --------
Total shareholders' equity ......................... 74,181 68,949
-------- --------
Total Liabilities and Shareholders' Equity ......... $183,916 $167,455
======== ========
See accompanying Notes.
3
<PAGE>
WASHINGTON HOMES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited)
(in thousands except share data)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
January 31, January 31,
--------------------- ---------------------
2000 1999 2000 1999
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Revenues
Homebuilding ........................... $92,769 $70,723 $178,658 $138,468
Land sales ............................. 269 2,598 687 3,073
Other income ........................... 1,285 941 2,401 1,849
------- ------- -------- --------
Total revenues ....................... 94,323 74,262 181,746 143,390
Expenses
Cost of sales -- homebuilding .......... 74,795 57,329 143,589 112,755
Cost of sales -- land .................. 269 2,468 665 2,909
Selling, general and administrative .... 12,933 9,626 24,966 18,997
Interest ............................... 1,570 1,556 3,116 3,070
Financing fees ......................... 228 196 434 398
Amortization and depreciation expense .. 232 106 398 203
------- ------- -------- --------
Total expenses ....................... 90,027 71,281 173,168 138,332
------- ------- -------- --------
Earnings before income taxes ............. 4,296 2,981 8,578 5,058
Income tax expense ..................... 1,643 1,142 3,298 1,950
------- ------- -------- --------
Net earnings ............................. $ 2,653 $ 1,839 $ 5,280 $ 3,108
======= ======= ======== ========
Earnings per common share
Basic .................................. $0.33 $0.23 $0.66 $0.39
===== ===== ===== =====
Diluted ................................ $0.33 $0.23 $0.65 $0.39
===== ===== ===== =====
Weighted average common shares
Basic .................................. 7,949,013 7,942,763 7,949,013 7,942,763
========= ========= ========= =========
Diluted ................................ 8,088,916 8,125,632 8,157,157 8,059,378
========= ========= ========= =========
</TABLE>
See accompanying Notes.
4
<PAGE>
WASHINGTON HOMES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
Six Months Ended January 31, 2000
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
Common Stock Additional Total
------------------- Paid-in Retained Shareholders'
Voting Non-voting Capital Earnings Equity
------ ---------- ---------- -------- -------------
<S> <C> <C> <C> <C> <C>
Balance, August 1, 1999 ........ $ 79 $ 0 $35,178 $33,692 $68,949
Purchase and retirement of
Company stock ................. -- -- (326) -- (326)
Deferred compensation plan ..... -- -- 278 -- 278
Net earnings ................... -- -- -- 5,280 5,280
---- ---- ------- ------- -------
Balance, January 31, 2000 ...... $ 79 $ 0 $35,130 $38,972 $74,181
==== ==== ======= ======= =======
</TABLE>
See accompanying Notes.
5
<PAGE>
WASHINGTON HOMES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Six Months Ended
January 31,
--------------------
2000 1999
-------- --------
Cash flows from operating activities:
Net earnings ......................................... $ 5,280 $ 3,108
Adjustments to reconcile net earnings to
net cash used in operating activities:
Amortization and depreciation .................... 398 203
Changes in assets and liabilities:
Residential inventories ............................ (15,605) (7,646)
Other assets ....................................... (2,156) 151
Trade accounts payable ............................. (6,208) (4,132)
Income taxes payable ............................... (2,496) 579
Other liabilities .................................. (1,632) 617
Deferred compensation liability..................... 278 --
-------- --------
Net cash used in operating activities .......... (22,141) (7,120)
Cash flows from investing activities:
Purchases of property and equipment, net of disposals (289) (149)
Investment in and advances to joint ventures ......... -- (1,500)
-------- --------
Net cash used in investing activities .......... (289) (1,649)
Cash flows from financing activities:
Proceeds from notes and loans payable ................ 136,361 101,967
Repayments of notes and loans payable ................ (114,796) (95,695)
Purchase and retirement of Company stock ............. (326) --
-------- --------
Net cash provided by financing activities ...... 21,239 6,272
Net decrease in cash and cash equivalents .............. (1,191) (2,497)
Cash and cash equivalents, beginning of period ......... 12,734 10,321
-------- --------
Cash and cash equivalents, end of period ............... $ 11,543 $ 7,824
======== ========
See accompanying Notes.
6
<PAGE>
WASHINGTON HOMES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Organization and Basis of Presentation
The unaudited condensed consolidated financial statements include the
accounts of Washington Homes, Inc. and its wholly owned subsidiaries (the
"Company").
The Company is principally engaged in the business of the construction and
sale of residential housing. All significant intercompany balances and
transactions have been eliminated in consolidation.
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and SEC regulations. Accordingly, they do not
include all of the information and notes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments (consisting only of normal recurring accruals)
considered necessary for a fair presentation have been included. These condensed
consolidated financial statements should be read in conjunction with the
financial statements and notes thereto in the Company's Annual Report to
Shareholders for the year ended July 31, 1999. Operating results for the three
and six months ended January 31, 2000 are not necessarily indicative of the
results that may be expected for the year ending July 31, 2000.
2. Shareholders' Equity
Common Stock. The Company has 7,889,013 shares of common stock outstanding
at January 31, 2000, all of which are voting shares. Except for voting rights,
the non-voting common stock is substantially the same as the Company's voting
common stock.
Deferred Compensation Incentive Plan. Effective as of July 31, 1999, the
Company adopted a Deferred Compensation Incentive Plan ("Plan") for certain key
employees who may elect to defer a portion of their future compensation. The
Company will match the lesser of 20% of the amount deferred or $20,000, with the
match subject to a five-year vesting schedule. The Plan will be funded by the
purchase of the Company's common stock. The Company will retire any Company
stock acquired by the Plan and the future issuance of the same number of shares
will be from newly issued shares. During the quarter ended January 31, 2000,
40,000 shares were acquired by the Plan. As a result of this transaction, Paid-
in Capital was reduced as follows (in thousands):
Stock purchase price ............................... $ 326
Decrease in deferred compensation payable .......... (278)
------
Net decrease in Paid-in Capital .................... $ 48
======
3. Earnings Per Share
Basic earnings per common share are based on the weighted average number of
shares of common stock outstanding during each period. Diluted earnings per
common share are based on the weighted average number of shares of common stock
outstanding plus equivalent shares relating to stock options outstanding.
4. Notes and Loans Payable
Notes and loans payable consist of the following:
January 31, 2000 July 31, 1999
---------------- -------------
(in thousands)
Senior Notes ........................... $14,333 $28,667
Revolving Credit Facilities ............ 62,302 27,639
Land Acquisition and Other ............. 4,456 3,220
------- -------
$81,091 $59,526
======= =======
7
<PAGE>
Senior Notes. In April 1994, the Company issued $43,000,000 principal
amount of unsecured Senior Notes. Two series of Senior Notes were issued:
$30,000,000 with a fixed rate of 8.61% per annum, with interest payable
semi-annually beginning in October 1994 and $13,000,000 with a floating rate of
LIBOR plus 2.4% (8.44% at January 31, 2000), with interest payable July 1994 and
either quarterly or semi-annually thereafter at the option of the Company.
Beginning April 1998, interest became payable on a quarterly basis for both
series of Senior Notes. Principal repayments are due in three equal annual
installments commencing in October 1998 and continuing to October 2000. The
scheduled principal repayments of $14,333,333 were made in October 1998 and
October 1999.
Revolving Credit Facilities. At January 31, 2000, the Company had two
secured credit facilities totaling $135 million to fund land acquisition, home
construction, letters of credit, and principal repayments on its Senior Notes.
In September 1999, the Company increased the credit availability under one of
the facilities to $120 million from $70 million. The new credit facility is
comprised of a $100 million revolving loan with a maturity date (which may be
extended) of October 30, 2001, and a $20 million, term loan with an initial
maturity of 2 years plus three one-year extension options. $14.3 million of the
term loan was used in October 1999 for a principal repayment of the Company's
Senior Notes. The remaining $5.7 million will be used to repay a portion of the
Senior Notes repayment due in October 2000. The other credit facility consists
of a $15 million revolving loan with a maturity date (which may be extended) of
April 19, 2001. At January 31, 2000, $62.3 million was outstanding under both
facilities. Borrowings under the facilities bear interest at 30 day LIBOR (5.89%
at January 31, 2000) plus 1.75% for the revolving credit facilities and 2.85%
for the term loan.
Land Acquisition Loans. The Company has loans with various land sellers and
lenders for the acquisition of land which bear interest at fixed rates ranging
from 4% to 10% or variable rates of prime to prime plus 0.5% and are
collateralized by the related inventory.
ITEM 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Annual Operating Cycle
The homebuilding industry in general and the operations of the Company are
seasonal in nature. The number of new orders received is generally higher in the
period from February through May compared to the balance of the year. Deliveries
peak in the fiscal quarter ending July 31 as a substantial portion of homes for
which contracts were written during the fiscal quarter ending April 30 are
delivered. Delivery volume is relatively constant during the remainder of the
year. Backlog is the number of homes under contract but not delivered at the end
of the period. Revenue is recognized upon the delivery of finished homes. The
following table, which sets forth the quarterly operating results for the
Company during the last five fiscal quarters, illustrates this cycle:
<TABLE>
<CAPTION>
Three Months Ended
--------------------------------------------------------------
January 31, April 30, July 31, October 31, January 31,
1999 1999 1999 1999 2000
----------- --------- -------- ----------- -----------
(dollars in thousands)
Selected Operating Data
- -----------------------
<S> <C> <C> <C> <C> <C>
Revenues -- homebuilding ..... $ 70,723 $ 87,720 $127,541 $ 85,889 $ 92,769
Number of homes delivered .... 427 533 757 483 500
Number of net new orders ..... 432 836 531 587 526
Number of homes in backlog ... 849 1,234 1,008 1,112 1,138
Sales value of backlog ....... $153,947 $229,570 $197,135 $219,846 $225,880
</TABLE>
8
<PAGE>
Geographic Breakdown of Operations
Set forth below is information for the Company's operations by geographic
markets:
Three Months Ended Six Months Ended
January 31, January 31,
------------------ ----------------
Net New Orders 2000 1999 2000 1999
-------------- -------- -------- ------ ------
Maryland ......................... 163 116 339 261
Virginia ......................... 165 129 330 231
North Carolina ................... 134 150 290 288
Tennessee ........................ 24 29 58 61
Pennsylvania ..................... 9 8 24 21
Alabama* ......................... 17 -- 29 --
Mississippi* ..................... 14 -- 43 --
---- ---- ----- ----
526 432 1,113 862
==== ==== ===== ====
Three Months Ended Six Months Ended
January 31, January 31,
------------------ ----------------
Homes Delivered 2000 1999 2000 1999
--------------- -------- -------- ------ ------
Maryland ......................... 116 126 259 241
Virginia ......................... 162 90 267 173
North Carolina ................... 142 153 274 334
Tennessee ........................ 21 42 55 56
Pennsylvania ..................... 17 16 26 30
Alabama* ......................... 20 -- 58 --
Mississippi* ..................... 22 -- 44 --
---- ---- ---- ----
500 427 983 834
==== ==== ==== ====
January 31,
------------------
Backlog of Homes Under Contract 2000 1999
------------------------------- -------- --------
Maryland ......................... 323 260
Virginia ......................... 450 234
North Carolina ................... 255 282
Tennessee ........................ 51 47
Pennsylvania ..................... 15 26
Alabama* ......................... 21 --
Mississippi* ..................... 23 --
----- ----
1,138 849
===== ====
* Homebuilding operations for Alabama and Mississippi were acquired in
March 1999.
9
<PAGE>
Results of Operations
Three Months Ended January 31, 2000 Compared to Three Months Ended
January 31, 1999
Total revenues increased 27.0% to $94.3 million during the three months
ended January 31, 2000 compared to $74.3 million during the three-month period
ended January 31, 1999 as the number of homes delivered increased to 500 in the
second quarter of fiscal 2000 from 427 homes in the second quarter of fiscal
1999. The increased level of revenues reflects strong housing markets resulting
from generally strong economy and low interest rates for home mortgages. In
particular, the Maryland and Virginia markets have shown significant increases
as each market gained momentum during the current strong housing market. The
average sales price of homes delivered increased to $185,500 for the second
quarter of fiscal 2000 from $165,500 for the second quarter of fiscal 1999.
Changes in the average selling price of homes delivered may vary from period to
period based on product mix and pricing of specific communities.
Revenues from land sales were $269,000 for the three months ended January
31, 2000 compared to $2.6 million during the same three-month period in fiscal
1999. There was no gross profit from land sales in the three months ended
January 31, 2000 compared to $130,000 in the same three-month period in fiscal
1999.
Other income increased $344,000 to $1.3 million during the three months
ended January 31, 2000 compared to $941,000 in the same three-month period in
fiscal 1999. The increase is primarily due to increased income from mortgage
origination activity.
Gross profit as a percentage of revenues from homes delivered increased to
19.4% during the three months ended January 31, 2000 compared to 18.9% during
the same three-month period in fiscal 1999. This increase was primarily due to
the Company's cost reduction initiatives and sales price increases based on
overall strong housing demand.
Selling, general and administrative expenses increased to $12.9 million
during the three-month period ended January 31, 2000, compared to $9.6 million
in the same three-month period in fiscal 1999. The increase is principally due
to an increase of 27.0% in total revenues. Selling, general and administrative
expenses increased slightly as a percentage of homebuilding revenue to 13.9% in
the three months ended January 31, 2000, compared to 13.6% for the same period
in fiscal 1999 due to expenses associated with expansion of mortgage operations
and opening of new communities.
Operating income (earnings before interest, financing fees and taxes)
increased to $6.1 million in the three months ended January 31, 2000 compared to
$4.7 million for the same period in fiscal 1999 and increased as a percentage of
total revenues to 6.5% during the three months ended January 31, 2000 from 6.4%
for the same period in fiscal 1999.
Interest and financing fees remained at $1.8 million during the three
months ended January 31, 2000 and 1999. However, due to increased volume,
interest and financing fees as a percentage of homebuilding revenue decreased to
1.9% in the three months ended January 31, 2000 compared to 2.5% for the same
period in fiscal 1999.
Six Months Ended January 31, 2000 Compared to Six Months Ended January 31, 1999
Total revenues increased 26.7% to $181.7 million during the six months
ended January 31, 2000 compared to $143.4 million during the six-month period
ended January 31, 1999. The number of homes delivered increased 17.9% to 983
homes in the first half of fiscal 2000 from 834 homes in the first half of
fiscal 1999. During this period the average sale price of homes delivered
increased to $181,700 in the first half of fiscal 2000 from $166,000 in the
first half of fiscal 1999. Changes in average selling price of homes delivered
may vary from period to period based on product mix and pricing of specific
communities.
10
<PAGE>
Revenues and gross profit from land sales were $687,000 and $22,000,
respectively, for the six-month period ended January 31, 2000 compared to $3.1
million and $164,000 during the six-month period in fiscal 1999.
Gross profit as a percentage of revenues from homes delivered increased to
19.6% during the six-month period ended January 31, 2000 compared to 18.6% for
the six-month period ended January 31, 1999. The increase is attributable to the
cost reduction initiatives previously mentioned.
Selling, general and administrative expenses increased $6.0 million to
$25.0 million during the six-month period ended January 31, 2000 compared to
$19.0 million for the six-month period in fiscal 1999. The increase is
attributable to the 26.7% increase in total revenue and an increase in active
communities to 84 from 72 a year ago. Selling, general and administrative
expenses increased as a percentage of homebuilding revenue to 14.0% in the
six-month period ended January 31, 2000, compared to 13.7% for the same period
in fiscal 1999. Although a portion of the Company's selling, general and
administrative expenses are variable with revenue fluctuations, a more
significant portion of these expenses are fixed components which cause a
favorable impact as revenue increases.
Operating income (earnings before interest, financing fees and taxes)
increased to $12.1 million in the six months ended January 31, 2000 compared to
$8.5 million for the same period in fiscal 1999. In addition, operating income
as a percentage of total revenues increased to 6.7% during the first half of
fiscal 2000 compared to 5.9% during the first half of fiscal 1999.
Interest and financing fees remained at $3.5 million in the six months
ended January 31, 2000 and 1999 but decreased as a percentage of homebuilding
revenues to 2.0% from 2.5%.
Capital Resources and Liquidity
Funding for the Company's residential building and land development
activities is provided principally by cash flows from operations and borrowings
from banks and other financial institutions. The Company's capital needs depend
upon its sales volume, asset turnover, land purchases and inventory levels.
At January 31, 2000, the Company had cash and cash equivalents of $11.5
million of which $546,100 was restricted to collateralize customer deposits and
other escrows. The remaining $11.0 million was available to the Company.
The Company had $153.8 million in borrowing availability from various
lending institutions and land sellers of which $81.1 million was outstanding at
January 31, 2000.
The Company believes that it will be able to fund its activities through
fiscal 2000 with a combination of operating cash flow, existing cash balances
and borrowings from banks and other lending institutions. Except for ordinary
expenditures for the construction of homes and acquisition and development of
land, the Company does not have any material commitments for capital
expenditures at the present time.
Year 2000 Issues
The Year 2000 (Y2K) issue is the result of computer programs being written
using two digits rather than four to define the applicable year. Thus, the year
1999 is represented by the number "99" in many legacy software applications.
Consequently, on January 1, 2000, the year jumped back to "00" in accordance
with many non-Y2K compliant applications. To systems that were non-Y2K
compliant, the time will seem to have reverted back 100 years. So, when
computing basic lengths of time, the Company's computer programs, certain
building infrastructure components (including elevators, alarm systems,
telephone networks, sprinkler systems, security access systems and certain HVAC
systems) and any additional time-sensitive software that are non-Y2K compliant
recognized a date using "00" as the year 1900. This would result in system
failures or miscalculations which could have caused personal injury, property
damage, disruption of operations, and/or delays in payments from the Company's
customers, any or all of which could have materially adversely affected the
Company's business, financial condition, or results of operations.
11
<PAGE>
Subsequent to December 31, 1999 and to date, the Company has not had any
adverse effects to its systems or operations resulting from the Year 2000 issue.
As a result, there has been no need to implement any Year 2000 contingency
plans. Additionally, to date, any customers, vendors, or service providers have
not informed the Company that the Year 2000 issue has impacted them. Although no
Year 2000 issues have impacted the Company, management intends to continue
monitoring its critical systems so that identification of any Year 2000 issues
that may occur will be identified and remedied on a timely basis.
Forward Looking Statements
This Form 10-Q report contains statements, which may be construed as
"forward looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. These forward looking statements may involve
known and unknown risks, uncertainties and other factors that may cause actual
results performance, achievements or industry results, to vary materially from
predicted results, performance, achievements or those of the industry. Such
risks, uncertainties and other factors include, but are not limited to, change
in general economic conditions, fluctuations in interest rates, increases in
cost of and availability of materials, supplies and labor and general
competitive conditions.
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk
The Company is exposed to market risk from changes in interest rates.
Adverse changes in interest rates can have a material effect on the Company's
operations.
At January 31, 2000, the Company had $81.1 million of debt outstanding of
which $12.3 million bears fixed interest rates. If the interest rate charged to
the Company on its variable rate debt were to increase significantly, the effect
could be materially adverse to future operations.
The Company's objective in its risk management program is to seek a
reduction in the potential negative earnings effects from changes in interest
rates. The Company's strategy to meet this objective is to maintain a balance
between fixed-rate and variable-rate debt, varying the proportion based on the
Company's perception of interest rate trends and the market place for various
debt instruments.
PART II. OTHER INFORMATION
ITEM 4. Submission of Matters to a Vote of Security Holders
(a) The registrant's annual meeting of shareholders was held on November
19, 1999.
(b) Shareholders elected the following persons as members of the Board of
Directors to serve until the next annual meeting and until their
successors are elected and qualified:
Votes For:
---------
Geaton A. DeCesaris, Sr. ............. 5,798,128
Geaton A. DeCesaris, Jr. ............. 5,798,128
Thomas Connelly ...................... 5,805,428
Paul C. Sukalo ....................... 5,798,128
Ronald M. Shapiro .................... 5,587,187
Richard B. Talkin .................... 5,804,928
Richard S. Frary ..................... 5,805,328
Thomas J. Pellerito .................. 5,805,303
12
<PAGE>
(c) The following additional matters were approved at the Annual Meeting:
(1) A proposal to approve amendment of the registrant's Employee
Stock Option Plan increasing to 1,500,000 from 1,000,000 the
number of shares of Common Stock available for option under the
plan was approved by a vote of 4,370,247 shares for, 494,964
against and 5,567 abstaining.
(2) A proposal to approve amendment of the registrant's Non-Employee
Directors' Stock Option Plan increasing to 200,000 from 100,000
the number of shares of Common Stock available for option under
the plan was approved by a vote of 4,356,079 shares for, 501,252
against and 13,447 abstaining.
(3) A proposal to approve adoption of a Deferred Compensation
Incentive Plan by the registrant was approved by a vote of
4,394,830 shares for, 526,157 against and 15,147 abstaining.
(4) Appointment of Deloitte & Touche LLP as independent public
accountants for the registrant and its subsidiaries for the year
ending July 31, 2000 was approved by a vote of 5,599,201 for,
337,214 against and 21,297 abstaining.
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits
27. Financial Data Schedule
(b) Reports on Form 8-K
The registrant did not file any reports on Form 8-K during the quarter
ended January 31, 2000.
13
<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.
WASHINGTON HOMES, INC.
(Registrant)
Date: March 14, 2000 By: /s/ Geaton A. DeCesaris, Jr.
---------------------------------
Geaton A. DeCesaris, Jr.
Chairman of the Board, President,
and Chief Executive Officer
Date: March 14, 2000 By: /s/ Clayton W. Miller
---------------------------------
Clayton W. Miller
Principal Accounting Officer
14
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S CONDENSED CONSOLIDATED BALANCE SHEET AND CONDENSED CONSOLIDATED
STATEMENT OF NET EARNINGS AT AND FOR THE PERIOD ENDED JANUARY 31, 2000 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUL-31-1999
<PERIOD-END> JAN-31-2000
<CASH> 11,543
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<RECEIVABLES> 0
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<INVENTORY> 146,107
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<PP&E> 0
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0
0
<COMMON> 79
<OTHER-SE> 74,102
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<SALES> 179,345
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<CGS> 144,254
<TOTAL-COSTS> 169,618
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<INTEREST-EXPENSE> 3,550
<INCOME-PRETAX> 8,578
<INCOME-TAX> 3,298
<INCOME-CONTINUING> 5,280
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<EXTRAORDINARY> 0
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<NET-INCOME> 5,280
<EPS-BASIC> .66
<EPS-DILUTED> .65
</TABLE>
