================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------
FORM 10-K
-----------------
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED] For the Fiscal Year Ended March 31, 1999
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ___ to ___
Commission File Number 0-13800
INTERNATIONAL AMERICAN HOMES, INC.
(Exact name of registrant as specified in its charter)
Delaware 22-2472608
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
9950 Princess Palm Ave., Suite 112, Tampa, FL 33619
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (813) 664-1100
Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12 (g) of the Act:
Title of class
--------------
Common Stock, $.01 par value
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
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (ss.229.405 of this chapter) is not contained herein, and will
not be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. |X|
As of June 1, 1999, the number of shares outstanding of the registrant's common
stock, $.01 par value, was 855,883. As of June 1, 1999 the aggregate market
value of the registrant's common stock held by non-affiliates was $2,625,000.
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13, or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes |X| No
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<PAGE>
INTERNATIONAL AMERICAN HOMES, INC.
----------------------------------
AND SUBSIDIARIES
----------------
FORM 10-K
---------
Index
-----
Page
----
Part I.
Item 1. Business .................................................. 3
Item 2. Properties ................................................ 7
Item 3. Legal Proceedings ......................................... 7
Item 4. Submission of Matters to a Vote of Security Holders ....... 7
Part II.
Item 5. Market for the Registrant's Common Equity and Related
Stockholder Matters ....................................... 8
Item 6. Selected Financial Data ................................... 10
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations ................................. 12
Item 8. Financial Statements and Supplementary Data ............... 21
Item 9. Change in and Disagreements with Accountants on Accounting
and Financial Disclosure .................................. 21
Part III.
Item 10. Directors and Executive Officers of the Registrant ........ 21
Item 11. Executive Compensation .................................... 21
Item 12. Security Ownership by Certain Beneficial Owners
and Management ............................................ 21
Item 13. Certain Relationships and Related Transactions ............ 21
Part IV.
Item 14. Exhibits, Financial Statements, Schedules, and
Reports on Form 8-K ....................................... 22
Signatures .................................................................. 25
Page 2
<PAGE>
PART I
Item 1. Business
General Description
- -------------------
International American Homes, Inc. (the "Company") was incorporated under the
laws of the State of Delaware on April 27, 1983. The Company, through a
subsidiary, designs, builds, and sells single-family homes and villas and
develops finished building lots, primarily in middle income communities in
suburban residential areas in Greater Tampa, Florida.
During the fiscal year ended March 31, 1998, and in prior years, the Company
also conducted home building activities in Metropolitan Washington, D.C.. Such
activities have been terminated. See Notes 1 and 11 in Notes to Consolidated
Financial Statements of the Company appearing elsewhere in this report.
On April 16, 1990, the Company and certain of its wholly-owned subsidiaries
filed voluntary petitions for relief under Chapter 11, Title 11 of the United
States Bankruptcy Code in the United States Bankruptcy Court for the District of
New Jersey (the "Bankruptcy Court"). On August 12, 1992, the Bankruptcy Court
entered an order confirming the Company's Plan of Reorganization (the "Plan" or
"Plan of Reorganization"). The plan expired on August 12, 1998. See Notes 1 and
7 in Notes to Consolidated Financial Statements of the Company appearing
elsewhere in this report.
Financing Arrangements
- ----------------------
The Company, through its subsidiary, obtains financing from commercial banks for
a portion of the cost of acquiring finished building lots and undeveloped land
and for most of the costs of the construction of homes. This financing is
generally available for homes that are subject to a contract of sale and also
for a limited number of homes in advance of sale. The Company's loan commitments
as well as current banking regulations limit the portion of each home that can
be financed to approximately 75% of its value. Since the Company uses its own
capital resources to fund those costs that cannot be financed, the Company's
future growth will be limited by the amount of such resources. As a result of
the use of these financing arrangements, the Company is currently, and expects
to continue to be, highly leveraged. All of the Company's financing arrangements
are secured by the related real estate inventory.
Management believes that the Company currently has adequate financing and
liquidity to meet its financial obligations and will be able to fund the
acquisition and construction of inventory to support modest growth. However,
there is no assurance that financing will be available to the Company in the
future. In addition, homebuilding is a cyclical industry with economic
conditions having a substantial impact on operating performance.
Page 3
<PAGE>
Markets
- -------
During the three fiscal years ended March 31, 1999, the Company built and
delivered 1,163 homes realizing $170,549,000 in revenues. The following tables
summarize, by market area, the Company's sales revenues and number of homes
delivered, respectively, for its last three fiscal years.
Home Sales Revenue
(Dollars in thousands)
Year Ended March 31,
-------------------------------------------
1999 1998 1997
---------- ---------- ----------
Market Area
-----------
Greater Tampa, Florida $ 49,992 $ 42,102 $ 40,282
Metropolitan Washington, D.C. * 0 12,299 25,874
---------- ---------- ---------
Total * $ 49,992 $ 54,401 $ 66,156
========== ========== =========
Number of Homes Delivered
Year Ended March 31,
-------------------------------------------
1999 1998 1997
---------- ---------- ----------
Market Area
-----------
Greater Tampa, Florida 354 321 309
Metropolitan Washington, D.C. * 0 56 123
---------- ---------- ---------
Total * 354 377 432
========== ========== =========
* Includes home sales revenue and number of homes delivered prior to the
restructuring of operations during the year ended March 31, 1998.
The Company is currently offering single-family homes and villas in six
communities at prices ranging from $102,000 to $210,000. Purchasers of the
Company's homes include both entry-level and move-up buyers. The average sales
price of the homes delivered in the year ended March 31, 1999 was $ 141,000.
Page 4
<PAGE>
Land Acquisition and Development
- --------------------------------
The Company generally acquires finished building lots under contracts which
spread the acquisition of those lots over a period of time that roughly
coincides with the estimated time required for the construction and sale of the
homes on those lots. At March 31, 1999 the Company had commitments to purchase
635 finished building lots at a total purchase price of approximately
$17,270,000 over a four-year period. These commitments assure a continuing
supply of finished building lots in the near future. Substantial deposits will
be forfeited if the Company is unable to satisfy these commitments.
During the year ended March 31, 1996, the Company purchased a parcel of land in
Greater Tampa, Florida containing approximately 360 lots of which 300 were
undeveloped. At March 31, 1999, the Company had developed 257 of those lots into
finished building lots and delivered 148 homes on those lots in prior periods up
to and including March 31, 1999. The Company is not engaged in any other land
development activities.
Subcontractors and Suppliers
- ----------------------------
The Company constructs homes utilizing subcontractors who operate under the
supervision of the Company's staff. The subcontracts are generally fixed-price,
short-term agreements. Building materials and subcontractors are readily
available in the areas where the Company constructs its homes. Although the
Company believes that no relationship with any particular supplier or
subcontractor is material to its operations, the Company purchases substantially
all of its requirements for lumber and certain other building material products
for the homes that it builds in Greater Tampa, Florida from one supplier. The
Company does not believe that this relationship results in any significant risk
to the Company.
Warranties
- ----------
The Company provides warranties to all of its customers. The Company provides a
written ten-year warranty through an independent warranty program which insures
performance by the Company. The warranties cover major structural defects for
ten years, limited structural and mechanical defects for one to two years, and
all defects for one year.
Seasonal Nature of Business
- ---------------------------
Due to its product mix, the Company's operations have not been seasonal in
nature.
Backlog
- -------
The following comparative backlog information excludes the results from
restructured operations (i.e. exiting from the Metropolitan Washington, D.C.
market).
As of March 31, 1999 and 1998 the Company had a backlog of signed non-contingent
contracts for 105 homes with aggregate sales prices of $15,168,000 and 107 homes
with aggregate sales prices of $14,676,000, respectively.
Page 5
<PAGE>
Sales and Marketing
- -------------------
The Company generally sells its homes through its own sales personnel who work
in on-site model homes. Sales personnel are compensated through a combination of
salary and commission. A significant portion of those sales are initiated by
independent real estate brokers who are compensated on a commission basis.
The Company advertises in local and regional newspapers and publications and
provides prospective purchasers with illustrated brochures and floor plans. The
Company's customers may select custom options to be incorporated into their
homes at additional cost.
The Company requires a cash deposit from purchasers at the time a contract of
sale is executed. Such deposits are held in trust, escrow, or segregated bank
accounts. Purchasers are permitted to cancel their contract and receive a refund
of their deposit under certain limited circumstances including their inability
to obtain permanent mortgage financing or to sell their existing home. For the
years ended March 31, 1999, 1998 and 1997, the Company experienced cancellation
rates of 15%, 21%, and 21%, respectively.
Although the Company attempts to limit its inventory of unsold homes, it may
commence construction of homes prior to obtaining sales contracts. The Company
frequently discounts the purchase price of these homes or provides various
options and other sales incentives to purchasers.
Customer Financing
- ------------------
The Company assists customers in arranging permanent mortgage financing by
providing information regarding potential mortgage lenders. There currently is
an adequate supply of competitively priced permanent mortgages available from
unrelated sources to satisfy the needs of homebuyers.
The Company receives in cash, at closing, the full sales price for its homes,
less any financing subsidies, deposits, closing costs, and loan repayments.
Competition
- -----------
The homebuilding industry is highly competitive and fragmented. The Company
competes in the geographic area in which it operates with numerous residential
construction companies ranging from small local builders to large regional and
national builders. The Company's competitors include: Pulte Corporation, Centex
Corporation, U.S. Home Corporation and Lennar Corporation. The national builders
and many of the local and regional companies have higher sales and greater
financial resources than the Company. The Company considers all homes, whether
offered for sale or rent (including apartment and condominium housing), to be
competitive with its homes in each local area in which the Company operates. The
Company competes primarily on the basis of quality, location, price, design, and
reputation.
Page 6
<PAGE>
Regulation
- ----------
The Company's business is affected by various local, state, and Federal
statutes, ordinances, rules, and regulations concerning zoning, building design
and construction, home sales, environmental protection, and other matters.
Changes in governmental regulations may adversely affect the Company's business.
Many of the homes built by the Company are approved for FHA or VA financing.
Where required, all construction is inspected by local government inspectors
and, on FHA and VA approved homes, by FHA or VA building inspectors.
Employees
- ---------
The Company employed 34 persons as of March 31, 1999 of whom 3 were executive
officers, 11 were sales personnel, 9 were administrative and clerical personnel
and 11 were involved in construction and supervision of construction. The
Company believes its employee relations are satisfactory.
Item 2. Properties
As of March 31, 1999, the Company occupied leased office facilities in Tampa,
Florida totaling approximately 3,170 square feet. See Notes 1 and 7 in Notes to
Consolidated Financial Statements of the Company appearing elsewhere in this
report.
Item 3. Legal Proceedings
On April 16, 1990, the Company and certain of its wholly-owned subsidiaries
filed voluntary petitions for relief under Chapter 11, Title 11 of the United
States Bankruptcy Code in the United States Bankruptcy Court for the District of
New Jersey (the "Bankruptcy Court"). On August 12, 1992, the Bankruptcy Court
entered an order confirming the Company's Plan of Reorganization (the "Plan" or
"Plan of Reorganization"). The Plan expired on August 12, 1998.
The Company is involved from time to time in other litigation arising in the
ordinary course of business which is not expected to have a material adverse
effect on the Company's financial position or its results of operations. See
Note 7 in Notes to Consolidated Financial Statements of the Company appearing
elsewhere in this report.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of shareholders during the fourth quarter of
the fiscal year covered by this report.
Page 7
<PAGE>
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
At the 1994 Annual Meeting of Stockholders the stockholders approved a proposal
to adopt certain amendments (the "Amendments"), to the Company's Restated
Certificate of Incorporation (i) to effect a 1-for-10 reverse stock split of the
Company's issued and outstanding common stock (the "Reverse Stock Split"), and
(ii) to change the number of authorized shares of common stock from 30 million
to 10 million. The Amendments did not change the par value of the common stock
which remained at $.01 per share. The Amendments became effective on May 31,
1995 with the filing of a Certificate of Amendment with the Secretary of State
of Delaware.
At the 1998 Annual Meeting of Stockholders the stockholders approved a proposal
to adopt an amendment (the "Amendment"), to the Company's restated Certificate
of Incorporation to effect a 1-for-3 reverse stock split of the Company's issued
and outstanding common stock. This Amendment did not change the par value of the
common stock which remained at $.01 per share or the number of authorized shares
which remained at 10 million. The Amendment became effective on December 1, 1998
with the filing of a Certificate of Amendment with the Secretary of State of
Delaware.
The effect of the reverse stock splits as set forth above has been retroactively
reflected in this report.
Shares of the Company's common stock are traded in the over-the-counter market.
The trading symbol is "IAHM".
The following table sets forth the range of high and low bid prices for the
periods indicated as reported by the National Quotation Bureau (which reflect
inter-dealer prices, without retail mark-up, mark-down or commission, and may
not necessarily represent actual transactions).
High Low
---- ---
Calendar Year 1997
- ------------------
First Quarter $ 4.89 $ 3.57
Second Quarter 4.68 3.57
Third Quarter 4.50 4.14
Fourth Quarter 4.50 4.14
Calendar Year 1998
- ------------------
First Quarter 4.50 4.50
Second Quarter 4.50 3.47
Third Quarter 5.25 2.63
Fourth Quarter 6.38 3.93
Calendar Year 1999
- ------------------
First Quarter 7.50 4.75
Page 8
<PAGE>
As of June 1, 1999, there were 2,323 stockholders of record.
The Company has never declared or paid any cash dividends. Although in all other
respects the Plan has expired, the Company may not pay any cash dividends to
stockholders until it has first paid an additional $1,250,000 to the creditors
pursuant to a continuing obligation under the Plan.
Page 9
<PAGE>
Item 6. Selected Financial Date
Selected Consolidated Statements of Operations (1)
(Dollars in thousands)
<TABLE>
<CAPTION>
Year Ended March 31,
---------------------------------------------------------------------
1999 (2) 1998 (3) 1997 1996 1995
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Revenues:
Home sales $ 49,992 $ 54,401 $ 65,156 $ 55,983 $ 50,347
Interest and other income 335 482 617 792 878
--------- --------- --------- --------- ---------
50,347 54,883 66,773 56,775 51,225
--------- --------- --------- --------- ---------
Costs and expenses:
Cost of home sales 42,236 47,359 57,712 48,425 43,455
Restructuring provision - 1,840 - - -
Selling, general and
administrative 6,144 6,137 7,455 6,541 5,673
Interest 373 473 545 747 857
Depreciation 88 158 131 59 81
Reversal of creditor liability(2) (1,322) - - - -
--------- --------- --------- --------- ---------
47,519 55,967 65,843 55,772 50,066
--------- --------- --------- --------- ---------
Income(loss) before income 2,828 (1,084) 930 1,003 1,159
taxes
--------- --------- --------- --------- ---------
Provision(benefit) for income 583 (380) 280 60 72
taxes
--------- --------- --------- --------- ---------
Net income(loss) $2,245 ($704) $650 $943 $1,087
========= ========= ========= ========= =========
Per Common Share:
Basic net income(loss) $2.47 ($.76) $.71 $1.04 $1.20
========= ========= ========= ========= =========
Weighted average n umber of
shares used in basic net
income(loss) per share data, as 908,550 928,525 921,675 908,132 908,132
Adjusted for the Reverse Stock
Splits
========= ========= ========= ========= =========
Diluted net income(loss) $2.45 ($.76) $.70 $1.02 $1.18
Weighted average number of
common and common 917,350 928,525 929,345 920,637 920,099
equivalent shares
========= ========= ========= ========= =========
</TABLE>
Page 10
<PAGE>
Selected Consolidated Balance Sheet Data (1)
(Dollars in thousands)
<TABLE>
<CAPTION>
March 31, March 31, March 31, March 31, March 31,
1999 1998 (3) 1997 1996 1995
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Receivables $1,626 $ 532 $ 949 $1,223 $ 444
Collateral for bonds payable 3,199 4,500 4,972 5,871 7,620
Real estate inventory 18,247 20,964 22,654 21,860 16,997
Total assets 24,768 28,183 31,757 31,527 27,668
Mortgage notes and loans payable 8,571 11,246 13,967 13,814 9,724
Bonds payable 3,068 4,341 4,800 5,660 7,362
Total liabilities 16,222 21,749 24,623 25,073 22,177
Stockholders' equity 8,546 6,434 7,134 6,454 5,511
</TABLE>
--------------------------------------------
(1) In conjunction with the Reorganization, the Company adopted fresh start
reporting pursuant to which all assets and assumed liabilities are restated
to reflect their reorganization value whiich approximates their fair value
at the date of reorganization. Accordingly, the Selected Consolidated
Statements of Operations for the period March 31, 1995 through March 31,
1999 and the Selected Consolidated Balance Sheet Data as of March 31, 1995
through March 31, 1999 are not comparable to the related statements for any
prior period and as of any prior date.
(2) The Selected Consolidated Statement of Operations for the year ended March
31, 1999 includes income of $1,322,000 resulting from the reversal of an
estimated liability to creditors established during the year ended March
31, 1993 for which no payment was required.
(3) The Selected Consolidated Statement of Operations and Selected Consolidated
Balance Sheet Data for the year ended March 31, 1998 include a charge for
the restructuring of operations of $1,840,000 (i.e. exiting from the
Washington, D.C. market).
Page 11
<PAGE>
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The following discussion should be read in conjunction with, and is qualified in
its entirety by, the Consolidated Financial Statements and the notes thereto and
other financial information included elsewhere in this Annual Report on Form
10-K. Certain statements in this "Management's Discussion and Analysis of
Financial Condition and Results of Operations" are forward-looking statements.
See "Special Note Regarding Forward-Looking Statements".
During 1996 and 1997 an adverse housing market in Metropolitan Washington, D.C.,
especially in the areas in which the Company conducted home building operations,
resulted in continued operating losses in the Company's Metropolitan Washington,
D.C. subsidiary. Management changes were made and administrative costs were
reduced in order to minimize the loss. In addition, several communities in which
operations had been poorly performing were abandoned. Notwithstanding those
changes, lower operating margins and higher selling expenses continued to
adversely affect the Company's ability to restore profitability in the
Metropolitan Washington, D.C. market. Accordingly during the quarter ended
December 31, 1997 the Board of Directors of the Company approved management's
plan to discontinue the building and sale of homes and effect an orderly
withdrawal from the Metropolitan Washington, D.C. housing market. Homes for
which the Company had entered into non-contingent contracts have been completed
and model homes and excess lot inventory have been sold. The only remaining
activities are the administrative functions associated with the wind-down of the
subsidiary.
Liquidity and Capital Resources
- -------------------------------
The consolidated financial statements for the year ended March 31, 1998 include
a restructuring charge of $1,840,000 ($1,214,000 after benefit for federal
income tax) associated with the termination of home-building operations in
Metropolitan Washington, D.C. (See Notes 1 and 11 in Notes to the Consolidated
Financial Statements of the Company appearing elsewhere in this report). The
Company believes that it has sufficient cash flow and cash on hand to absorb any
remaining costs associated with the restructuring.
The Company, through its subsidiary, obtains financing from commercial banks for
a portion of the cost of acquiring finished building lots and for most of the
costs of the construction of homes. This financing is generally available for
homes that are subject to a contract of sale and also for a limited number of
homes in advance of sale. The Company's loan commitments as well as current
banking regulations generally limit the portion of each home that can be
financed to approximately 75% of its value. Since the Company must use its own
capital resources to fund those costs that cannot be financed, the Company's
future growth will be limited by the amount of such resources. As a result of
the use of these financing arrangements, the Company is currently, and expects
to continue to be, highly leveraged.
The Company's subsidiary currently has financing agreements in the aggregate
amount of $19,900,000 with commercial banks located in the area in which it
operates. The terms of these financing agreements vary, are each for one year or
more from their date of origination (with expiration dates ranging from July,
1999 to October, 2000), are generally guaranteed by the Company, and are all
secured by the related real estate inventory. During the fiscal year
Page 12
<PAGE>
ended March 31, 1999 a portion of these agreements up to an aggregate maximum
amount of $19,500,000 along with a specific indemnification of certain
environmental conditions were guaranteed by the Company's Chairman and
President. In consideration thereof the Company agreed to pay a guaranty fee
equal to the lessor of $80,000 or 1% of the amount guaranteed. The obligations
of the Company's Chairman and President continue during the term of the loan
agreement subject to certain ratios and financial performance of the Company
which have been satisfied as of March 31, 1999.
The Company generally acquires finished building lots under contracts which
spread the acquisition of such lots over a period of time that roughly coincides
with the estimated time required for the construction and sale of homes on those
lots. At March 31, 1999, the Company had commitments to purchase 635 finished
building lots at a total purchase price of approximately $17,270,000 over a
four-year period. These commitments assure a continuing supply of finished
building lots in the near future. Substantial deposits will be forfeited if the
Company is unable to satisfy these commitments.
During the year ended March 31, 1996, the Company purchased a parcel of land in
Greater Tampa, Florida containing approximately 360 lots of which 300 were
undeveloped. Through March 31, 1999, the Company had developed 257 of those lots
into finished building lots and had delivered 148 homes on those lots. The
Company obtained financing from a commercial bank to fund a portion of the cost
of acquiring and developing the land.
The Company's short-term liquidity and its ability to operate over the
short-term are reasonably assured by the financing agreements in place, by the
Company's backlog of sales contracts, and by the commitments to acquire finished
building lots. The Company's long-term liquidity is not affected by any material
capital expenditures but would be impacted by the inability to renew certain of
the financing agreements when they mature. The strength of the housing market in
the area where the Company will continue operations and the ability of the
Company to maintain a continual supply of finished building lots will also
affect the Company's long-term liquidity. Management believes that the Company
currently has adequate financing and liquidity to meet its financial obligations
and will be able to fund the acquisition and construction of inventory to
support modest growth. However, there is no assurance that such financing will
be available to the Company in the future.
The Plan provided for distributions to creditors equal to 50 percent of future
cash flows (as defined in the Plan), if any, for the periods ending June 30,
1993 through June 30, 1998. The plan also requires that before the Company can
pay any dividends to stockholders it must first pay to certain holders of
creditors' claims $1,250,000. The Plan also contained other restrictive
covenants regulating various aspects of the Company's operations. With the
exception of the dividend restriction which continues, all other restrictive
covenants expired on August 12, 1998.
During the year ended March 31, 1993 the Company provided an estimated liability
for potential distributions of cash flow to creditors of $1,322,000. The Company
has calculated the cash flow (as defined in the Plan) for the cumulative six
year period ended June 30, 1998 and has determined that there was no cash flow
(as defined in the Plan) for that period.
Page 13
<PAGE>
Accordingly, no distribution to creditors was required. At June 30, 1998, the
Company reversed the estimated liability and recognized income of $1,322,000.
Results of Operations
- ---------------------
The following table and the paragraphs that follow set forth certain information
with respect to homes delivered and homes sold during the periods presented
(dollars in thousands). For comparative purposes, the information has been
restated to eliminate the results from restructured operations (i.e. the exiting
from the Washington, D.C. market).
Year Ended March 31,
-----------------------------------------------------
1999 1998 1997
------------- -------------- --------------
Homes delivered
Units 354 321 309
Home sales revenue $ 49,992 $ 42,102 $ 40,282
Average sales price $ 141.2 $ 131.2 $ 130.4
Homes sold
Units 352 346 322
Sales value $ 50,351 $ 46,244 $ 41,839
Average sales price $ 143.0 $ 133.7 $ 129.9
The increase in home sales revenues for the year ended March 31, 1999 compared
to the year ended March 31, 1998 and the increase in home sales revenues for the
year ended March 31, 1998 compared to the year ended March 31, 1997 both result
from a combination of an increase in the number of units delivered and an
increase in the average sales price of the units delivered. The increase in the
number of units delivered results generally from a greater number of operating
communities and timing factors. The increase in the average sales price results
from a wider product range and price increases.
The Company realized an increase in the number of homes sold during the year
ended March 31, 1999 compared to the year ended March 31, 1998 and an increase
during the year ended March 31, 1998 compared to the year ended March 31, 1997.
The increases are attributable to an increase in the number of product types in
the communities in which the company builds and a greater number of sales in
each community.
The increase in the average sales price of homes sold during the year ended
March 31, 1999 compared to the year ended March 31, 1998 and the increase during
the year ended March 31, 1998 compared to the year ended March 31, 1997 results
from a wider product range and price increases.
Page 14
<PAGE>
The following table sets forth certain information with respect to homes sold
under contract but not delivered ("backlog") at the dates shown (dollars in
thousands). For comparative purposes the information has been restated to
eliminate the results from restructured operations (i.e. the exiting from the
Washington D.C. market).
Year Ended March 31,
-----------------------------------------------------
1999 1998 1997
------------- -------------- --------------
Backlog
Units 105 107 82
Sales value $ 15,168 $ 14,676 $ 10,372
Average sales price $ 144.5 $ 137.2 $ 126.5
There are no contingent contracts in the backlog.
The number of units in the Company's backlog of sales contracts decreased
slightly at March 31, 1999 compared to March 31, 1998. However, the value of its
backlog of sales contracts increased. The decrease in the number of units is not
material. The increase in the value of the backlog is attributed to an increase
in the average sales price per unit resulting from a wider product range and
price increases.
The Company realized an annual increase in the number and value of its backlog
of sales contracts at March 31, 1998 compared to March 31, 1997. This increase
is attributable to a greater number of product types in the communities in which
the company builds homes as well as an increase in the number of sales per
community. The increase in the average sales price results from a wider product
range and price increases.
Page 15
<PAGE>
Year Ended March 31, 1999 Compared to the Year Ended March 31, 1998.
Results of Operations
The following table sets forth, for the periods indicated, certain information
regarding the Company's operations (dollars in thousands). Operations for the
year ended March 31, 1999 are not comparable to the year ended March 31, 1998
because of the restructuring of operations (i.e. the exiting from the
Washington, D.C. market).
<TABLE>
<CAPTION>
Year Ended March 31,
------------------------------------------------------------
1999 1998
----------------------------- -----------------------------
Dollars % Dollars %
-------------- ----------- --------------- ----------
<S> <C> <C> <C> <C>
Home sales revenues $49,992 100.0 $54,401 100.0
Cost of home sales 42,236 84.5 47,359 87.1
Gross profit 7,756 15.5 7,042 12.9
Selling, general and administrative expenses 6,144 12.3 6,137 11.3
Restructuring charge - - 1,840 3.4
Income (loss) before income taxes and reversal 1,506 3.0 (1,084) (2.0)
of creditor liability
Reversal of creditor liability 1,322 2.6 - -
Income (loss) before income taxes 2,828 5.6 (1,084) (2.0)
</TABLE>
Interest and Other Income
Interest and other income includes $337,000 and $423,000 and interest expense
includes $333,000 and $416,000 for the years ended March 31, 1999 and March 31,
1998, respectively, from wholly-owned finance subsidiaries established in prior
years to sell collateralized mortgage obligations through participation in
various multi-builder bond programs. The decrease in both income and expense
results from decreases in mortgages receivable due to payoffs which reduces the
related debt.
Income Taxes
For the year ended March 31, 1999 a provision for income tax of $583,000 was
recorded. For the year ended March 31, 1998 a net income tax benefit of $380,000
was recorded. The effective tax rates for years ended March 31, 1999 and 1998
were 21% and 35%, respectively. The change in the effective tax rate results
primarily from the reversal of creditor liability which is not subject to income
tax .
Page 16
<PAGE>
Restructuring Provision
The year ended March 31, 1998 includes a restructuring charge of $1,840,000
associated with the termination of home-building operations in Metropolitan
Washington, D.C.. The year ended March 31, 1999 did not include any
restructuring charge.
Creditor Liability
The year ended March 31, 1999 includes a reversal of an estimated liability for
potential distributions of cash flow to creditors of $1,322,000. The year ended
March 31, 1998 did not include any reversal of creditor liability.
The following table sets forth, for the periods indicated, certain information
regarding the Company's remaining Florida operations (dollars in thousands).
<TABLE>
<CAPTION>
Year Ended March 31,
------------------------------------------------------------
1999 1998
----------------------------- -----------------------------
Dollars % Dollars %
-------------- ----------- --------------- ----------
<S> <C> <C> <C> <C>
Home sales revenues $49,992 100.0 $42,102 100.0
Cost of home sales 42,236 84.5 35,759 84.9
Gross profit 7,756 15.5 6,343 15.1
Selling, general and administrative expenses 5,690 11.4 4,677 11.1
Income before income taxes 1,931 3.9 1,497 3.6
</TABLE>
Gross profit increased in amount and as a percentage of home sales revenues over
the prior comparable period. The increase in gross profit is attributed
primarily to higher home sales revenues and a decrease in cost of home sales as
a percentage of home sales revenues.
Selling, general and administrative expenses for the year ended March 31, 1999
increased in amount and as a percentage of home sales revenues over the prior
comparable period. The increase in selling expenses is primarily attributed to
the higher home sales revenues. The increase in general and administrative
expenses is attributed to higher employment costs and expenses.
The change in pre-tax profit for the year ended March 31, 1999 compared to the
year ended March 31, 1998 is a reflection of the changes in gross profit and in
selling, general, and administrative expenses as discussed above.
Page 17
<PAGE>
Year Ended March 31, 1998 Compared to the Year Ended March 31, 1997.
Results of Operations
The following table sets forth, for the periods indicated, certain information
regarding the Company's operations (dollars in thousands). Operations for the
year ended March 31, 1998 are not comparable to the year ended March 31, 1997
because of the restructuring of operations (i.e. the exiting from the
Washington, D.C. market).
<TABLE>
<CAPTION>
Year Ended March 31,
------------------------------------------------------------
1998 1997
----------------------------- -----------------------------
Dollars % Dollars %
-------------- ----------- --------------- ----------
<S> <C> <C> <C> <C>
Home sales revenues $54,401 100.0 $66,156 100.0
Cost of home sales 47,359 87.1 57,712 87.2
Gross profit 7,042 12.9 8,444 12.8
Selling, general and administrative expenses 6,137 11.3 7,455 11.3
Restructuring provision 1,840 3.4 - -
(Loss) income before income taxes (1,084) (2.0) 930 1.4
</TABLE>
Interest and Other Income
Interest and other income includes $423,000 and $483,000 and interest expense
includes $416,000 and $471,000 for the years ended March 31, 1998 and March 31,
1997, respectively, from wholly-owned finance subsidiaries established in prior
years to sell collateralized mortgage obligations through participation in
various multi-builder bond programs. The decrease in both income and expense
results from decreases in mortages receivable due to payoffs which reduces the
related debt.
Income Taxes
For the year ended March 31, 1998 a net income tax benefit of $380,000 was
recorded. For the year ended March 31, 1997 a provision for income taxes of
$280,000 was recorded. The effective tax rates for years ended March 31, 1998
and 1997 were 35% and 30%, respectively. The change in the effective tax rate
was the result of a reversal of a prior year tax reserve.
Restructuring Provision
The year ended March 31, 1998 includes a restructuring charge of $1,840,000
associated with the termination of home-building operations in Metropolitan
Washington, D.C.. The year ended March 31, 1997 did not include any
restructuring charge.
Page 18
<PAGE>
The following table sets forth, for the periods indicated, certain information
regarding the Company's remaining Florida operations (dollars in thousands).
<TABLE>
<CAPTION>
Year Ended March 31,
------------------------------------------------------------
1998 1997
----------------------------- -----------------------------
Dollars % Dollars %
-------------- ----------- --------------- ----------
<S> <C> <C> <C> <C>
Home sales revenues $42,102 100.0 $40,282 100.0
Cost of home sales 35,759 84.9 34,172 84.8
Gross profit 6,343 15.1 6,110 15.2
Selling, general and administrative expenses 4,677 11.1 4,123 10.2
Income before income taxes 1,497 3.6 1,874 4.7
</TABLE>
While gross profit increased for the year ended March 31, 1998 compared to the
year ended March 31, 1997, gross profit as a percentage of home sales revenue
decreased slightly. The percentage decrease is not deemed to be material.
Selling, general and administrative expenses for the year ended March 31, 1998
increased in both amount and percentage when compared to the prior comparable
period. The increase in selling, general and administrative expenses is due
principally to higher general and administrative expenses resulting from
increased employment costs. In addition, higher total selling and marketing
expenses were incurred due to the increase in home sales revenues and a small
increase in per unit selling and marketing expenses. The percentage increase in
selling, general and administrative expenses is due to the reasons set forth
above.
The change in pre-tax profit for the year ended March 31, 1998 compared to the
year ended March 31, 1997 is a reflection of the changes in gross profit and in
selling, general, and administrative expenses as discussed above.
Inflation and Business Cycles
General economic conditions in the United States, and particularly the impact of
inflation, availability of funds and other factors on interest rates, affect
both the Company's sales and its costs. Inflation can have a long-term impact on
the Company because increasing costs of land, materials, and labor result in
higher sales prices of its homes. In addition, increases in interest rates on
permanent mortgages generally result in reduced sales rates. The Company's
business is also affected by local economic conditions, such as unemployment
rates and housing demand in the market in which it builds homes. Homebuilding is
a cyclical industry in which economic conditions have a substantial impact on
operating performance.
Year 2000
The Company believes that Year 2000 issues are not material to its business and
that the consequences of such issues would not have a material effect on the
Company's business,
Page 19
<PAGE>
results of operations or financial condition without taking into account the
Company's efforts to avoid those consequences. Nevertheless management is taking
what it believes to be all necessary steps to become Year 2000 compliant.
Substantially all of the Company's computer equipment is relatively new and,
when purchased, was and is Year 2000 compliant. To bring its mainframe computer
into compliance, the Company has engaged Pro Data Business Computers ("Pro
Data") to make the changes in its mainframe computer which are necessary to make
it Year 2000 compliant. Pro Data commenced its work during the fiscal quarter
ending March 31, 1999 and expects to complete its work prior to September 30,
1999. The Company estimates that the necessary work will cost approximately
$5,000. The costs for such work will be expensed. Only limited testing of the
Company's computer systems is expected to be necessary.
The costs of purchasing existing Year 2000 compliant computer equipment was
approximately $10,000, all of which was financed from working capital and
capitalized with a provision for amortization over a period of two years.
The Company believes that its existing software programs are capable of being
modified to conform to Year 2000 requirements. The estimated costs of
modification of the Company's software programs and the purchase of comparable
Year 2000 compliant software will not exceed $5,000. Costs of modifying and
purchasing software will be expensed as incurred.
Most of the materials used by the Company in connection with its home-building
activities are purchased from local suppliers for whom Year 2000 issues as they
relate to the Company are either non-existent or immaterial. The Company has
made inquiries of its principal suppliers, i.e., those firms from whom it
purchases appliances (General Electric Company), concrete (CSR/Rinker
Materials), lumber (Hillsborough Builders Supply) and windows (Norandex) but as
yet is not in a position to assess the Year 2000 readiness of such suppliers.
Because the Company is a relatively modest customer of the suppliers of certain
of those items, management believes that it will have only limited opportunities
to engage in interactive testing with such suppliers for the purpose of
determining Year 2000 readiness for transactions with them. The Company has
received verbal assurances from these principal suppliers as to their readiness.
Because of the nature of the Company's relationship with its home-buyer
customers, Year 2000 issues are not directly relevant to such relationships.
The Company has not formulated any contingency plan with respect to its failure
or the failure of any of its suppliers to be Year 2000 compliant prior to
December 31, 1999. The Company does not believe that a failure by the Company or
any of its suppliers to be Year 2000 compliant by that date will have a material
adverse effect on its business.
Special Note Regarding Forward-Looking Statements
- -------------------------------------------------
Certain statements in this Section and "Business" and elsewhere in this Annual
Report on Form 10-K constitute "forward-looking statements". Such
forward-looking statements
Page 20
<PAGE>
include the discussions of the business strategies of the Company and
expectations concerning future operations, margins, profitability, liquidity and
capital resources. Although the Company believes that such forward-looking
statements are reasonable, it can give no assurance that any forward-looking
statements will prove to be correct. Such forward-looking statements involve
known and unknown risks, uncertainties and other factors, which may cause the
actual results, performance or achievements of the Company to be materially
different from any future results, performance or achievements expressed or
implied by such forward-looking statements. Such factors include, among others,
the demographic trends and other conditions impacting the housing market in the
areas in which the Company operates, competition in such areas, the availability
of financing, litigation outcomes, and general economic and business conditions
which may impact levels of disposable income of potential home buyers.
Item 8. Financial Statements and Supplementary Data
The information required under this item is incorporated herein by reference to
the information provided at Pages F-1 through F-20 of this report.
Item 9. Change in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
PART III
Item 10. Directors and Executive Officers of the Registrant
Information required to be set forth hereunder has been omitted and will be
incorporated by reference, when filed, from the Company's Proxy Statement for
its 1999 Annual Meeting of Stockholders.
Item 11. Executive Compensation
Information required to be set forth hereunder has been omitted and will be
incorporated by reference, when filed, from the Company's Proxy Statement for
its 1999 Annual Meeting of Stockholders.
Item 12. Security Ownership by Certain Beneficial Owners and Management
Information required to be set forth hereunder has been omitted and will be
incorporated by reference, when filed, from the Company's Proxy Statement for
its 1999 Annual Meeting of Stockholders.
Item 13. Certain Relationships and Related Transactions
Information required to be set forth hereunder has been omitted and will be
incorporated by reference, when filed, from the Company's Proxy Statement for
its 1999 Annual Meeting of
Page 21
<PAGE>
Stockholders. See Note 10 in Notes to the Consolidated Financial Statements of
the Company appearing elsewhere in this report.
PART IV
Item 14. Exhibits, Financial Statements, Schedules, and Reports on Form 8-K
(a) Financial Statements. The following consolidated financial statements are
filed as part of this Annual Report on Form 10-K. (All other schedules are
omitted as the required information is inapplicable, or the information is
presented in the financial statements and related notes thereto):
Page
----
INTERNATIONAL AMERICAN HOMES, INC. AND SUBSIDIARIES
Report of Independent Certified Public Accountants .................. F-1
Consolidated Balance Sheets as of March 31, 1999 and 1998 ........... F-2
Consolidated Statements of Operations for the three years
ended March 31, 1999 ................................................ F-4
Consolidated Statements of Changes in Stockholders' Equity
for the three years ended March 31, 1999 ............................ F-5
Consolidated Statements of Cash Flows for the three years
ended March 31, 1999 ................................................ F-6
Notes to Consolidated Financial Statements .......................... F-7
(b) Reports on Form 8-K. No reports on Form 8-K were filed by the Company
during the last quarter of the fiscal year ended March 31, 1999.
(c) Exhibits. The following exhibits are filed as part of this Annual Report:
Exhibit
Number
- ------
2.1 - Second Amended Disclosure Statement dated as of June 29, 1992 and
Third Amended Joint Plan of Reorganization dated June 29, 1992
(incorporated by reference to Exhibit 2.4 to Annual Report on Form
10-K for the fiscal year ended March 31, 1993).
2.2 - Fourth Amended Joint Plan of Reorganization dated November 17, 1992
(incorporated by reference to Exhibit 2.5 to Annual Report on Form
10-K for the fiscal year ended March 31, 1993).
3.1(a) - Restated Certificate of Incorporation of Registrant (incorporated by
reference to Exhibit 4 to Quarterly Report on Form 10-Q for the
quarter ended September 30, 1989).
Page 22
<PAGE>
3.1(b) - Certificate of Amendment to the Restated Certificate of Incorporation
of Registrant dated September 8, 1994 (incorporated by reference to
Exhibit 3.1(b) to Annual Report on Form 10-K for the fiscal year
ended March 31, 1995).
3.1(c) - Certificate of Amendment to the Restated Certificate of Incorporation
of Registrant dated May 22, 1995 (incorporated by reference to
Exhibit 3.1(c) to Annual Report on Form 10-K for the fiscal year
ended March 31, 1995).
3.1(d) - Certificate of Amendment to the Restated Certificate of Incorporation
of Registrant dated November 19, 1998.
3.2 - By-laws of Registrant (incorporated by reference to Exhibit 3.2 to
Annual Report on Form 10-K for the fiscal year ended March 31, 1989).
10.1 - Key Employee Agreement dated August 12, 1992 of Robert J. Suarez
(incorporated by reference to Exhibit 10.17 to Annual Report on Form
10-K for the fiscal year ended March 31, 1993).
10.2 - Non-Qualified Stock Option Agreement dated August 12, 1992 between
Robert J. Suarez and the Registrant (incorporated by reference to
Exhibit 10.19 to Annual Report on Form 10-K for the fiscal year ended
March 31, 1993).
10.3 - Guaranty dated as of January 20, 1993 by Robert J. Suarez to First
Florida Bank, N.A. (incorporated by reference to Exhibit 10.23 to
Annual Report on Form 10-K for the fiscal year ended March 31, 1993).
10.4 - Indemnity Agreement dated as of January 20, 1993 by Suarez Housing
Corporation, the Registrant, and Robert J. Suarez to and for the
benefit of First Florida Bank, N.A. (incorporated by reference to
Exhibit 10.24 to Annual Report on Form 10-K for the fiscal year ended
March 31, 1993).
10.5 - Mortgage Modification Agreement dated as of October 7, 1994 by and
between Barnett Bank of Tampa and Suarez Housing Corporation
(incorporated by reference to Exhibit 10.6 to Annual Report on Form
10-K for the fiscal year ended March 31, 1995).
10.6 - Consulting Agreement dated as of November 1, 1993 between Peter Davis
and the Registrant (incorporated by reference to Exhibit 10.1 to
Quarterly Report on Form 10-Q for the quarter ended December 31,
1993).
10.7 - Amended and Restated Master Loan Agreement dated as of November 17,
1995 between Nations Bank of Florida, N.A. and Suarez Housing
Corporation (filed therewith).
10.8 - Second Amendment to Amended and Restated Loan Agreement and Partial
Release of Guaranty Agreement dated as of October 30, 1995 by and
between Barnett Bank of Tampa and Suarez Housing Corporation (filed
therewith).
Page 23
<PAGE>
21 - List of subsidiaries of the registrant (incorporated by reference to
Exhibit 21 to Annual Report on Form 10-K for the fiscal year ended
March 31, 1994).
27 - Financial Data Schedule (filed herewith).
Page 24
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Date: June 24, 1999 INTERNATIONAL AMERICAN HOMES, INC.
By: /s/ Robert J. Suarez
----------------------------------
Robert J. Suarez
Chairman of the Board of Directors and President
(Principal Executive Officer)
By: /s/ Robert I. Antle
----------------------------------
Robert I. Antle
Executive Vice President, Secretary,Treasurer, and
Chief Financial Officer
Page 25
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the date indicated.
Signature Title Date
--------- ----- ----
/s/ Robert J. Suarez
- -------------------------
Robert J. Suarez Chairman of the Board of June 24, 1999
Directors and President
/s/ Robert I. Antle
- -------------------------
Robert I. Antle Executive Vice President June 24, 1999
and Director
/s/ Peter A. Davis
- -------------------------
Peter A. Davis Vice President and June 24, 1999
Director
/s/ William D. Aiken
- -------------------------
William D. Aiken Director June 24, 1999
/s/ Dionel Cotanda
- -------------------------
Dionel Cotanda Director June 24, 1999
/s/ James G. Farr
- -------------------------
James G. Farr Director June 24, 1999
/s/ Jeffrey D. Prol
- -------------------------
Jeffrey D. Prol Director June 24, 1999
Page 26
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
--------------------------------------------------
To the Stockholders of International American Homes, Inc.:
We have audited the accompanying consolidated balance sheets of International
American Homes, Inc. (a Delaware corporation) and subsidiaries (collectively,
the "Company") as of March 31, 1999 and 1998, and the related consolidated
statements of operations, changes in stockholders' equity and cash flows for
each of the three years in the period ended March 31, 1999. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of International American Homes,
Inc. and subsidiaries as of March 31, 1999 and 1998, and the results of their
operations and their cash flows for each of the three years in the period ended
March 31, 1999, in conformity with generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Tampa, Florida
May 14, 1999
F - 1
<PAGE>
Item 14(a) Financial Statements
INTERNATIONAL AMERICAN HOMES, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
ASSETS
March 31, March 31,
1999 1998
--------- ---------
CASH AND CASH EQUIVALENTS-including $40 and $290
restricted, respectively $1,461 $1,461
RECEIVABLES 1,626 532
REAL ESTATE INVENTORY 18,247 20,964
COLLATERAL FOR BONDS PAYABLE 3,199 4,500
PROPERTY AND EQUIPMENT-less accumulated
depreciation of $513 and $544, respectively 49 88
OTHER ASSETS 186 638
--------- ---------
TOTAL ASSETS $24,768 $28,183
========= =========
The accompanying notes are an integral part of these consolidated balance
sheets.
F - 2
<PAGE>
INTERNATIONAL AMERICAN HOMES, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
LIABILITIES AND STOCKHOLDERS' EQUITY
March 31, March 31,
1999 1998
--------- ---------
LIABILITIES
MORTGAGE NOTES AND LOANS PAYABLE $ 8,571 $ 11,246
BONDS PAYABLE 3,068 4,341
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES 4,403 5,968
CUSTOMER DEPOSITS 180 194
--------- ---------
Total Liabilities 16,222 21,749
--------- ---------
COMMITMENTS AND CONTINGENCIES - -
STOCKHOLDERS' EQUITY
PREFERRED STOCK - $.01 par value; 4,000,000 shares
authorized; none issued or outstanding - -
COMMON STOCK - $.01 par value; 10,000,000 shares 10 10
authorized; 985,955 and 986,947 shares issued,
respectively; 857,385 and 930,298 shares
outstanding, respectively
ADDITIONAL PAID-IN CAPITAL 2,267 2,400
RETAINED EARNINGS 6,270 4,025
TREASURY STOCK, 128,570 and 56,649 shares, respectively (1) (1)
--------- ---------
Total Stockholders' Equity 8,546 6,434
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 24,768 $ 28,183
========= =========
The accompanying notes are an integral part of these consolidated balance
sheets.
F - 3
<PAGE>
INTERNATIONAL AMERICAN HOMES, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share amounts)
Year Ended March 31,
----------------------------------------
1999 1998 1997
------------ ------------ -----------
REVENUES
Home sales $ 49,992 $ 54,401 $ 66,156
Interest and other income 355 482 617
-------- -------- --------
50,347 54,883 66,773
-------- -------- --------
EXPENSES
Cost of home sales 42,236 47,359 57,712
Selling, general and administrative 6,144 6,137 7,455
Interest 373 473 545
Depreciation 88 158 131
Restructuring charge - 1,840 -
Reversal of creditor liability (1,322) - -
-------- -------- --------
47,519 55,967 65,843
-------- -------- --------
INCOME (LOSS) BEFORE INCOME TAXES 2,828 (1,084) 930
PROVISION (BENEFIT) FOR INCOME TAXES 583 (380) 280
-------- -------- --------
NET INCOME (LOSS) $ 2,245 $ (704) $ 650
======== ======== ========
BASIC NET INCOME (LOSS) PER SHARE $ 2.47 $ (.76) $ .71
======== ======== ========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING
908,550 928,525 921,675
======== ======== ========
DILUTED NET INCOME (LOSS) PER SHARE $2.45 $ (.76) $.70
======== ======== ========
WEIGHTED AVERAGE NUMBER OF
COMMON AND COMMON EQUIVALENT
SHARES 917,350 928,525 929,345
======== ======== ========
The accompanying notes are an integral part of these consolidated statements.
F - 4
<PAGE>
INTERNATIONAL AMERICAN HOMES, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN
STOCKHOLDERS' EQUITY
(Dollars in thousands, except share amounts)
<TABLE>
<CAPTION>
Common Stock
--------------- --- -----------
Shares Issued Additional
and Amount Paid-In Retained Treasury Total
Outstanding Capital Earnings Stock
--------------- ----------- ------------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
Balance, March 31, 1996 908,131 $ 9 $ 2,367 $ 4,079 $ (1) $ 6,454
Net income - - - 650 - 650
Options Exercise 20,000 - 30 - - 30
-------------- ---------- ------------ ---------- --------- ----------
Balance, March 31, 1997 928,131 9 2,397 4,729 (1) 7,134
Net loss - - - (704) - (704)
Option exercise 2,167 1 3 - - 4
-------------- ---------- ------------ ---------- --------- ----------
Balance, March 31, 1998 930,298 10 2,400 4,025 (1) 6,434
Net income - - - 2,245 - 2,245
Treasury stock (71,921) - (189) - - (189)
Other (992) - 56 - - 56
============== ========== ============ ========== ========= ==========
Balance, March 31, 1999 857,385 $ 10 $ 2,267 $ 6,270 $ (1) $ 8,546
============== ========== ============ ========== ========= ==========
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
F - 5
<PAGE>
INTERNATIONAL AMERICAN HOMES, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
<TABLE>
<CAPTION>
Year Ended March 31,
---------------------------------------
1999 1998 1997
------------ ------------ -----------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 2,245 $ (704) $ 650
Adjustments to reconcile net income (loss) to net cash provided by
operating activities:
Depreciation 88 158 131
Changes in operating assets and liabilities:
(Increase) decrease in receivables (1,094) 417 274
Decrease (increase) in real estate inventory 2,717 1,690 (794)
Decrease (increase) in other assets 452 208 (209)
Decrease in collateral for bonds payable 1,301 472 899
(Decrease) increase in accounts payable and accrued liabilities (1,565) 438 168
(Decrease) increase in customer deposits (14) (132) 89
--------- -------- --------
Net cash provided by operating activities 4,130 2,547 1,208
--------- -------- --------
Cash flows from investing activities:
Decrease (increase) in restricted cash 250 284 (24)
Purchase of property and equipment (49) (97) (108)
--------- -------- --------
Net cash provided by (used in) investing activities 201 187 (132)
--------- -------- --------
Cash flows from financing activities:
Proceeds from exercise of options - 4 30
Proceeds from mortgage notes and loans payable 5,185 26,460 38,156
Payments of mortgage notes and loans payable (7,860) (29,181) (38,003)
Repayments of bonds payable - finance subsidiaries (1,273) (459) (860)
Purchase of treasury stock (189) - -
Return of unclaimed bankruptcy distributions 56 - -
--------- -------- --------
Net cash used in financing activities (4,081) (3,176) (677)
--------- -------- --------
Net increase (decrease) in cash and cash equivalents 250 (442) 399
Cash and cash equivalents at beginning of period 1,171 1,613 1,214
--------- -------- --------
Cash and cash equivalents at end of period $ 1,421 $ 1,171 $ 1,613
========= ======== ========
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest $ 1,217 $ 1,704 $ 1,886
========= ======== ========
Income taxes $ 65 $ 133 $ 460
========= ======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
F - 6
<PAGE>
INTERNATIONAL AMERICAN HOMES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED MARCH 31, 1999, 1998 AND 1997
NOTE 1 - THE COMPANY
International American Homes, Inc. and subsidiaries (the "Company") was
incorporated under the laws of the State of Delaware on April 27, 1983. The
Company, through a subsidiary, designs, builds, and sells single-family homes
and villas and develops finished building lots, primarily in middle income
communities in suburban residential areas in Greater Tampa, Florida.
During the fiscal year ended March 31, 1998, and in prior years, the Company
also conducted home building activities in Metropolitan Washington, D.C.. Such
activities have been terminated.
On April 16, 1990, the Company and certain of its wholly-owned subsidiaries
filed voluntary petitions for relief under Chapter 11, Title 11 of the United
States Bankruptcy Code in the United States Bankruptcy Court for the District of
New Jersey (the "Bankruptcy Court"). On August 12, 1992, the Bankruptcy Court
entered an order confirming the Company's Plan of Reorganization (the "Plan" or
"Plan of Reorganization"). The Plan expired on August 12, 1998, with the
exception of the continuing dividend restriction (see note 7).
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of
International American Homes, Inc. and all subsidiaries. All significant
intercompany transactions and balances have been eliminated.
Revenue Recognition
Revenues from sales are recognized at the time of closing, i.e., when a
sufficient down payment has been made; financing has been arranged with a third
party lender; title, possession and other attributes of ownership have been
transferred to the buyer; and the Company is not obligated to perform
significant additional activities after the sale.
Real Estate Inventory
Real estate inventory is carried at the lower of cost or net realizable value.
Net realizable value is defined as the estimated proceeds upon disposition less
all future costs to complete and expected costs to sell. Construction costs are
accumulated during the period of construction and charged to cost of sales under
specific identification methods. Land and land development
F - 7
<PAGE>
costs are charged to cost of sales under specific identification methods or are
amortized to cost of sales based upon the number of homes to be constructed in
each community.
Interest costs related to projects in progress are capitalized during the
construction period and charged to cost of sales as the related inventories are
sold (see Note 5).
Land option costs are capitalized when incurred and either included as part of
the purchase price when the land is acquired or charged to operations to the
extent of any unrecoverable amount when the Company determines it will not
exercise the option.
Fair Value of Financial Instruments
The carrying amounts of cash and cash equivalents, receivables, mortgage notes
and loans payable, accounts payable and accrued liabilities, and customer
deposits approximate fair value due to the short-term maturities or variable
interest rates of these instruments.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements, and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Depreciation
Depreciation is computed using the straight-line method for all depreciable
assets. Estimated useful lives range from two to five years. Maintenance and
repairs are charged to expense as incurred. Major renewals and improvements are
capitalized and depreciated over their estimated useful lives.
Stock-Based Compensation
The Company adopted Statement of Financial Accounting Standard ("SFAS") No. 123,
"Accounting for Stock-Based Compensation " during fiscal year 1997. The Company
has elected to continue to measure compensation costs using Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" and
therefore the adoption of this statement did not have any effect on the
financial results of the Company (see Note 8).
Compensation expense related to common stock options issued to directors and
employees is recognized at the time the options are granted in an amount equal
to the excess of the current trading price of the common shares over the
option's exercise price.
F - 8
<PAGE>
Concentration of Credit Risk
Financial instruments which potentially expose the Company to concentration of
credit risk consist primarily of accounts receivable. Credit risk arising from
receivables is minimal due to the large number of clients comprising the
Company's customer base. Credit losses in the past have not been material.
Earnings per Share
In the fourth quarter of fiscal year 1998, the Company adopted SFAS No. 128,
"Earnings per Share". This statement requires the computation and reporting of
both "basic" and "diluted" earnings per share.
"Basic earnings per share" is computed as net income divided by the weighted
average number of shares outstanding. "Diluted earnings per share" reflects the
potential dilution that could occur if securities and other contracts to issue
common stock were exercised or converted into common stock.
The following table provides a reconciliation of the numerator and denominator
of basic EPS to diluted EPS.
<TABLE>
<CAPTION>
For the Year Ended March 31,
1999 1998 1997
--------------------------------- -------------------------------- --------------------------------
Income Shares Per Income Shares Per Income Shares Per
(loss) Share (loss) Share (loss) Share
(Numerator) (Denominator) Amount (Numerator) (Denominator) Amount (Numerator) (Denominator) Amount
----------- ------------- ------ ----------- ------------- ------ ----------- ------------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Basic EPS
Income (loss) available to
Common stockholders $2,245,000 $908,550 $2.47 ($704,000) 928,525 ($.76) $650,000 921,675 $.71
Effect Of Dilutive
Securities
Options 8,800 N/A 7,670
---------- -------- ----- --------- ------- ----- -------- ------- ----
Diluted EPS
Income(loss)
available to common
stockholders
$2,245,000 $917,350 $2.45 ($704,000) 928,525 ($.76) $650,000 929,345 $.70
========== ======== ===== ========= ======= ===== ======== ========= ====
</TABLE>
As of March 31, 1998 there were 61,661 options outstanding which were not
included in the calculation of diluted net loss per share because the effect
would be antidilutive.
F - 9
<PAGE>
Cash and Cash Equivalents
For purposes of the statements of cash flows, the Company generally considers
all highly liquid instruments purchased with an original maturity of three
months or less to be cash equivalents.
New Accounting Pronouncements
During fiscal year 1998, the Company adopted the provisions of SFAS No. 129,
"Disclosure of Information about Capital Structure". The adoption of SFAS No.
129 did not have a material effect on the Company's financial statements.
In June 1997, the Financial Accounting Standards Board issued SFAS No. 131,
"Disclosures about segments of an Enterprise and Related Information", which is
effective for fiscal years beginning after December 15, 1997. The Company
adopted SFAS No. 131 in fiscal year 1999 and the impact was not significant.
NOTE 3 - REAL ESTATE INVENTORY
Real estate inventory consists of the following (in thousands):
<TABLE>
<CAPTION>
March 31, 1999 March 31, 1998
-------------- --------------
<S> <C> <C>
Accumulated costs of construction completed and in progress $ 8,468 $ 10,286
Land and land development costs 9,610 10,510
Land options and deposits 169 168
------------ -------------
$18,247 $ 20,964
============ =============
</TABLE>
From time to time as part of the normal operations of the business, a subsidiary
of the Company has bought lots or land which another subsidiary of the Company
was obligated to buy from a third party seller or which the other subsidiary of
the Company owned. Such transactions were at prices approximating fair market
value and were not material to the financial statements taken as a whole. The
year ended March 31, 1998 included real estate inventory for home-building
operations in Metropolitan Washington, D.C..
F - 10
<PAGE>
NOTE 4 - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Accounts payable and accrued liabilities consist of the following (in
thousands):
<TABLE>
<CAPTION>
March 31, 1999 March 31, 1998
-------------- --------------
<S> <C> <C>
Accounts payable - trade $2,238 $ 2,488
Accrued liabilities 2,165 2,158
Accrued estimated future cash distribution to creditors - 1,322
----------- ------------
$4,403 $ 5,968
=========== ============
</TABLE>
Accounts payable and accrued liabilities as of March 31, 1999 and March 31,
1998, include liabilities of approximately $40 and $41 respectively, which
represent cash to be distributed to the creditors pursuant to the Plan of
Reorganization (See Note 7) and accrued expenses related to the bankruptcy. The
accrued estimated future cash distribution to creditors at March 31, 1998 was an
estimate of future cash distributions to creditors as defined by the Plan of
Reorganization established during the year ended March 31, 1993. This liability
was reversed during the year ended March 31, 1999 as no payment was required.
F - 11
<PAGE>
NOTE 5 - MORTGAGE NOTES AND LOANS PAYABLE
Mortgage notes and loans payable consist of the following (in thousands):
<TABLE>
<CAPTION>
March 31, 1999 March 31, 1998
-------------- --------------
<S> <C> <C>
Acquisition and construction loans payable secured by
real estate inventory, with interest at .50% above
prime at March 31, 1999 $ 8,571 $ 11,246
=========== =============
</TABLE>
The weighted average principal amount outstanding during the year ended March
31, 1999 was approximately $8,762,000. The maximum principal amount outstanding
during the year ended March 31, 1999 was approximately $11,246,000. The weighted
average interest rate during the year ended March 31, 1999 was 8.25%. The
weighted average interest rate at March 31, 1999 was 8.66%. The prime rate of
interest at March 31, 1999 was 7.75%.
Acquisition and construction loans payable at March 31, 1999 are due as follows
(in thousands):
Year Ending
March 31, Amount
----------- ------
2000 $8,171
2001 400
------
Total $8,571
======
The acquisition and construction loans payable are principally payable from the
sales proceeds of real estate inventory, generally provide for extensions, and
are all secured by real estate inventory. As of March 31, 1999, the Company had
approximately $11,329,000 of undrawn commitments for additional construction and
land acquisition financing. Interest on the acquisition and construction loans
payable is payable monthly.
The Company's loan commitments limit the portion of each home that can be
financed to approximately 75% of its value.
The Company capitalized interest of approximately $708,000, $1,153,000 and
$1,373,000 for the years ended March 31, 1999, 1998 and 1997, respectively.
NOTE 6 - INCOME TAXES
The Company has adopted SFAS No. 109, "Accounting for Income Taxes". SFAS No.
109 is an asset and liability approach that requires the recognition of deferred
tax assets and liabilities for the expected future tax consequences of events
that have been recognized in the Company's financial statements or tax returns.
In estimating future tax consequences, SFAS No. 109 generally considers all
expected future events other than enactments of changes in the tax law or rates.
F - 12
<PAGE>
The income tax provision (benefit) consists of the following (in thousands):
Year Ended March 31,
---------------------------------------
1999 1998 1997
-------------- ------------ ------------
Current
Federal $ - $ (105) $ 280
State 83 73 69
--------- ---------- --------
83 (32) 349
--------- ---------- --------
Deferred
Federal 500 (348) (69)
State - - -
--------- ---------- --------
500 (348) (69)
--------- ---------- --------
Provision (benefit) for income taxes $ 583 $ (380) $ 280
========= ========== ========
The provision (benefit) for income taxes at the effective rate of 21% differs
from the Federal statutory corporate tax rate as follows (in thousands):
Year Ended March 31,
---------------------------------------
1999 1998 1997
-------------- ------------ ------------
Federal income tax at 34% statutory rate $ 962 $ (393) $ 316
State income tax, net of Federal benefit 55 48 37
Reversal of creditor liability (449) - -
Other 15 (35) (73)
--------- ---------- --------
$ 583 $ (380) $ 280
========= ========== ========
F - 13
<PAGE>
Temporary differences and carryforwards which give rise to a significant portion
of deferred tax assets and liabilities for March 31, 1999 and 1998 are as
follows (in thousands):
<TABLE>
<CAPTION>
Deferred
March 31, 1998 Expense (Benefit) March 31, 1999
------------------ ----------------- ------------------
<S> <C> <C> <C>
Differences in the tax basis and the book basis
of -
Real Estate Inventory $ (54) $ (3) $ (57)
Installment sales 179 (51) 128
Other (397) 250 (147)
Loss carryforwards (756) 304 (452)
Valuation allowance 486 0 486
----------------- ----------------- ----------------
Net Deferred Tax Asset $(542) $ 500 $ (42)
================= ================= ================
</TABLE>
At March 31, 1999, the Company had Federal income tax loss carryforwards of
approximately $1,250,000 that expire at approximately $150,000 per year through
2008.
The Company has provided a valuation allowance on the net deferred tax assets
which primarily results from the restricted use of net operating loss
carryforwards.
NOTE 7 - COMMITMENTS AND CONTINGENCIES
At March 31, 1999, the Company had commitments to purchase 635 finished building
lots, providing for an aggregate purchase price of approximately $17,270,000
over a four-year period. Substantial deposits will be forfeited if the Company
is unable to satisfy these commitments.
Suarez Housing Corporation, a subsidiary of the Company, has an employment
agreement with the Company's Chairman and President expiring August 12, 2001,
currently providing for base compensation of $325,000 per annum.
At March 31, 1999, the Company had open letters of credit and guarantees
totaling approximately $1,361,000 to secure performance obligations.
The Company currently occupies office space under an operating lease agreement
expiring September 30, 2004. The Company also leases storage space on a
month-to-month basis. Prior to the year ending March 31, 1999, the Company had
leased model home furniture under other operating lease agreements. The total
rental expense incurred under these leases was approximately $60,000, $349,000,
and $299,000 for the years ended March 31, 1999, 1998, and 1997, respectively.
F - 14
<PAGE>
The future minimum rental payments under these operating leases as of March 31,
1999 are as follows:
Year Ending
March 31, Amount
----------- --------
2000 $ 57,040
2001 60,066
2002 61,757
2003 63,448
2004 65,139
Thereafter 32,992
--------
Total $340,442
========
The Plan of Reorganization provided for distributions equal to 50 percent of
future cash flows (as defined in the Plan), if any, for the periods ending June
30, 1993 through June 30, 1998. The Company calculated the cash flow (as defined
in the Plan) for the six year period ended June 30, 1998 and determined that
there was no excess cash flow (as defined in the Plan) for that six year period
and accordingly no distribution to creditors was required. During the year ended
March 31, 1993, the Company estimated the initial liability for these potential
distributions in the amount of $1,322,000 and such amount was included in
Accounts Payable and Accrued Liabilities on the accompanying consolidated
balance sheets (See Note 4). During the year ended March 31, 1999, the Company
reversed the estimated liability and recognized income of $1,322,000.
The Plan also required that before the Company can pay any dividends to
stockholders it must first pay to certain holders of creditor's claims
$1,250,000. The Plan also contained other restrictive covenants regulating
various aspects of the Company's operations. With the exception of the dividend
restriction which continues, all other restrictive covenants expired on August
12, 1998.
The Company is involved from time to time in litigation arising in the ordinary
course of business, none of which is expected to have a material adverse effect
on the Company's financial position or results of operations.
F - 15
<PAGE>
NOTE 8 - COMMON STOCK AND STOCK OPTIONS
On February 13, 1997, an option for 33,333 shares of common stock at a purchase
price of $3.94 per share was granted to the Chairman and President of the
Company. The exercise price equaled the market price on the date of grant. The
option is exercisable over a four-year period commencing one year after the date
granted on a cumulative basis of 10%, 30%, 60% and 100%, respectively, for each
year subsequent to the grant date. All shares must be purchased by February 12,
2007.
On August 11, 1997, an option for 16,666 shares of common stock at a purchase
price of $4.50 per share was granted to the Executive Vice President of the
Company. The exercise price equaled the market price on the date of grant. The
option is exercisable over a four-year period commencing one year after the date
granted on a cumulative basis of 10%, 30%, 60% and 100%, respectively, for each
year subsequent to the grant date. All shares must be purchased by August 10,
2007.
At the 1998 Annual Meeting of Stockholders the stockholders approved a proposal
to adopt an amendment (the "Amendment"), to the Company's restated Certificate
of Incorporation to effect a 1-for-3 reverse stock split of the Company's issued
and outstanding common stock. The Amendment did not change the par value of the
common stock which remained at $.01 per share or the number of authorized shares
which remained at 10 million. The Amendment became effective on December 1, 1998
with the filing of a Certificate of Amendment with the Secretary of State of
Delaware. The effect of the reverse stock split has been retroactively reflected
in the consolidated statements for all periods presented.
On February 11, 1999, an option for 10,000 shares of common stock at a purchase
price of $5.00 per share was granted to a Vice President of the Company. The
exercise price equals the market price on the date of grant. The option is
exercisable over a four-year period commencing one year after the date granted
on a cumulative basis of 10%, 30%, 60% and 100%, respectively, for each year
subsequent to the grant date. All shares must be purchased by February 11, 2009.
The Company has a Non-Qualified Stock Option Plan for which 50,000 shares of
common stock have been reserved for issuance under this plan. All grants of
options pursuant to this plan must be approved by the Board of Directors and the
exercise price equals the market price at the date of grant. There are 43,001
shares available to be issued pursuant to the Non-Qualified Stock Option Plan.
At the 1995 Annual Meeting of Stockholders the stockholders approved a proposal
to adopt a Non-Employee Directors Stock Option Plan. Pursuant to the
Non-Employee Directors Stock Option Plan, options to purchase 1,666 shares of
common stock were granted to each of the Company's non-employee Directors. Four
Directors received options to purchase 1,666 shares each in June 1995, two
Directors received options to purchase 1,666 shares each in September 1995 and
one Director received an option to purchase 1,666 shares in September 1996 upon
election as a Director. Five Directors received options to purchase 1,666 shares
each in September 1998. These options are exercisable 33% one year from the date
of grant, 33% two years from the date of grant, and 34% three years from the
date of grant. All options expire 5
F - 16
<PAGE>
years from the date of grant. All options granted must be approved by the Board
of Directors and exercise price equals market at the date of grant.
A summary of the status of the Company's stock option plans and options granted
at March 31, 1999, 1998 and 1997 and changes during the years then ended is
presented in the table and narrative below:
<TABLE>
<CAPTION>
1999 Fiscal Year 1998 Fiscal Year 1997 Fiscal Year
----------------------- ----------------------- ---------------------
Weighted Weighted Weighted
Average Average Average
Exercise Exercise Exercise
Shares Price Shares Price Shares Price
----------- -------- ----------- ---------- ---------- --------
<S> <C> <C> <C> <C> <C> <C>
Outstanding,
beginning of period 61,661 $4.20 48,328 $ 3.90 33,333 $ 2.46
Granted 18,330 $4.77 16,666 $ 4.50 34,995 $ 3.93
Exercised - - (2,166) $(1.50) (20,000) $(1.56)
Expired - - (1,167) $(1.50) - -
----------- ----------- ---------
Outstanding, end of period 79,991 $4.33 61,661 $ 4.20 48,328 $ 3.90
=========== =========== =========
Exercisable at end of 22,772 $4.28 13,883 $ 4.44 9,933 $ 3.57
period
Weighted average
fair value of options
granted 18,330 $3.22 16,666 $ 4.14 34,995 $ 3.90
</TABLE>
The 79,991 options outstanding at March 31, 1999 have exercise prices between
$3.00 and $5.44, with a weighted average exercise price of $4.33 and a weighted
average remaining contractual life of 6.8 years. There are 22,772 of these
options exercisable with a weighted average exercise price of $4.28.
The Company accounts for its stock-based compensation plans under Accounting
Principles Board Opinion No. 25 ("APB 25"), under which no compensation expense
has been recognized. In October 1995, the FASB issued SFAS No. 123, "Accounting
for Stock-Based Compensation" ("SFAS 123"), which was effective for fiscal years
beginning after December 15, 1995. SFAS 123 allows companies to continue
following the accounting guidance of APB 25, but requires pro forma disclosure
of net income and earnings per share for the effects on compensation expense had
the accounting guidance of SFAS 123 been adopted. The Company has adopted SFAS
123 for disclosure purposes.
For SFAS 123 purposes, the fair value of each option grant is estimated on the
date of grant using the Black- Scholes option pricing model with the following
weighted average assumptions used for grants in fiscal years 1999, 1998 and
1997, respectively: risk-free rates of return of 5.26%, 6.36% and 6.42%;
expected dividend yields of 0.00%, 0.00%, and 0.00%;
F - 17
<PAGE>
expected lives of 7.27 years, 10 years and 9.76 years and expected volatility of
65.86%, 101.03% and 153.45%.
Had the compensation cost for these plans been determined consistent with SFAS
No. 123, the Company's net income and earnings per share would have been reduced
to the following pro forma amounts:
Year Ended March 31,
1999 1998 1997
---- ---- ----
Net income (loss): As Reported $2,245,000 $(704,000) $650,000
Pro Forma $2,223,000 $(777,000) $582,000
Basic net income As Reported $2.47 $(0.76) $0.71
(loss) per share:
Pro Forma $2.45 $(0.84) $0.63
Diluted net income As Reported $2.45 $(0.76) $0.70
(loss) per share:
Pro Forma $2.42 $(0.84) $0.63
NOTE 9 - CONDENSED FINANCIAL STATEMENTS OF CONSOLIDATED FINANCE SUBSIDIARIES
The Company's wholly-owned finance subsidiaries were established to sell
collateralized mortgage obligations through participation in various
multi-builder bond programs. In these sales, which last occurred in 1987, the
Company originated and pooled mortgage loans which were then pledged as
collateral for bonds payable. The interest rates on the mortgage loans which
comprise the collateral for bonds payable, roughly equate with the interest
rates on the related bonds payable.
F - 18
<PAGE>
Condensed financial information is as follows (in thousands):
Condensed Balance Sheets
(Unaudited)
March 31, 1999 March 31, 1998
-------------- --------------
Assets:
Collateral for bonds payable $ 3,199 $ 4,500
Other assets 3 6
----------- ------------
Total Assets $ 3,202 $ 4,506
=========== ============
Liabilities and Equity:
Bonds payable $ 3,068 $ 4,341
Equity and intercompany advances 134 165
----------- ------------
Total Liabilities and Equity $ 3,202 $ 4,506
=========== ============
Condensed Statements of Income
(Unaudited)
Year Ended March 31,
-------------------------------------------
1999 1998 1997
------------ ------------ ------------
Revenues $ 337 $ 423 $ 483
============ ============ ============
Income before income taxes $ 4 $ 7 $ 12
============ ============ ============
F - 19
<PAGE>
NOTE 10 - RELATED PARTY TRANSACTIONS
During the fiscal year ending March 31, 1999, a portion of a financing agreement
with a maximum aggregate amount of $19,500,000 including a specific
indemnification of certain environmental conditions was guaranteed by the
Company's Chairman and President. In consideration thereof the Company agreed to
pay a guaranty fee equal to the lessor of $80,000 or 1% of the amount
guaranteed. The obligations of the Company's Chairman and President continue
during the term of the loan agreement subject to certain ratios and financial
performance of the Company which have been satisfied as of March 31, 1999. The
Company has agreed to indemnify the President and Chairman in the event that
this personal guarantee is called.
A member of the Board of Directors is Vice President and Director of a company
which during the year ended March 31, 1999 sold lumber and certain other
building material products in the amount of approximately $4,625,000 to Suarez
Housing Corporation, a subsidiary of the Company. Suarez Housing Corporation
purchases all of its requirements for those products from this company.
A member of the Board of Directors is the sole stockholder and President and
Chief Executive Officer of Paramount Title Corporation. During the years ended
March 31, 1999, 1998 and 1997, Paramount Title Corporation provided settlement
and title insurance services for substantially all the homes sold by Suarez
Housing Corporation.
NOTE 11- RESTRUCTURING CHARGE
During the past several years a competitive housing market in Metropolitan
Washington, D.C., especially in the areas in which the Company conducted home
building operations, resulted in continued operating losses in the Company's
Metropolitan Washington, D.C. subsidiary. Management changes were made and
administrative costs were reduced in order to minimize the loss. In addition,
several communities in which operations had been performing poorly were
abandoned. Notwithstanding those changes, lower operating margins and higher
selling expenses continued to adversely affect the Company's ability to restore
profitability in the Metropolitan Washington, D.C. market. Accordingly during
the quarter ended December 31, 1997 the Board of Directors of the Company
approved management's plan to discontinue the building and sale of homes and
affect an orderly withdrawal from the Metropolitan Washington, D.C. housing
market.
The consolidated financial statements for the year ended March 31, 1998 include
a restructuring charge of $1,840,000 ($1,214,000 after benefit for federal
income tax) associated with the termination of home-building operations in
Metropolitan Washington, D.C.. The restructuring charge of $1,840,000 includes
the following: $701,000 for selling expenses; $277,000 for write-off of deferred
charges; $327,000 for loss on remaining homes; and $535,000 for administrative
and other. At March 31, 1999 $6,000 of the restructuring charge is included in
Accounts Payable and Accrued Liabilities.
F - 20
State of Delaware
PAGE 1
OFFICE OF THE SECRETARY OF STATE
--------------------------------
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
AMENDMENT OF "INTERNATIONAL AMERICAN HOMES, INC.", FILED IN THIS OFFICE ON THE
NINETEENTH DAY OF NOVEMBER, A.D. 1998, AT 9 O'CLOCK A.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE
AFORESAID CERTIFICATE OF AMENDMENT IS THE FIRST DAY OF DECEMBER, A.D. 1998.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.
[SEAL]
/s/ Edward J. Freel
-----------------------------------
Edward J. Freel, Secretary of State
2007623 8100 AUTHENTICATION: 9416415
981446729 DATE: 11-19-98
<PAGE>
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 11/19/1998
981446729 - 2007623
CERTIFICATE OF AMENDMENT
OF THE
RESTATED CERTIFICATE OF INCORPORATION
OF
INTERNATIONAL AMERICAN HOMES, INC.
----------------------------------
Pursuant to Section 242 of the General
Corporation Law of the State of Delaware
----------------------------------
INTERNATIONAL AMERICAN HOMES, INC., a Delaware corporation, does hereby certify
as follows:
FIRST: The first paragraph of Paragraph 5 of the Corporation's Restated
Certificate of Incorporation is hereby amended to read in its entirety as set
forth below:
"The total number of shares of capital stock which the Corporation shall have
authority to issue is fourteen million (14,000,000), of which ten million
(10,000,000) shall be shares of common stock with a par value of $.01 per share
(the "Common Stock"), and four million (4,000,000) shall be shares of preferred
stock with a par value of $.01 per share (the "Preferred Stock"). Each share of
Common Stock issued and outstanding or issued and held in the treasury of the
Corporation as of the close of business on the date (the "Effective Date") on
which the amendment to the Restated Certificate of Incorporation adding this
sentence shall become effective, is hereby automatically and without further
action reclassified, converted, and changed into one-third (1/3rd) of a share of
Common Stock, par value $.01 per share, provided that no fractional shares shall
be issued pursuant to such reclassification, conversion and change. The
Corporation shall pay to each stockholder who would otherwise be entitled to a
fractional share as a result of such reclassification, conversion and change,
the cash value of such fractional share based on the average closing bid prices
of the Common Stock for a period of ten trading days immediately preceding the
Effective Date, as reported by the National Quotation Bureau. Each certificate
for Common Stock outstanding or held in treasury on the Effective Date shall
thereupon and thereafter evidence the number of shares of Common Stock, and/or
the right to receive cash into which such shares shall have been reclassified,
converted and changed, and may be surrendered to the Corporation for
cancellation in exchange for new certificates representing such number of shares
and/or such cash".
SECOND: The foregoing amendments were duly adopted in accordance with Section
242 of the General Corporation Law of the State of Delaware.
<PAGE>
2
THIRD: The within amendment of the Certificate of Incorporation shall take
effect at 8:00 a.m., Eastern Standard Time, on December 1, 1998.
IN WITNESS WHEREOF, the undersigned has caused this Certificate to be duly
executed in its corporate name this 18th day of November, 1998.
INTERNATIONAL AMERICAN HOMES, INC.
By: /s/ Robert J. Suarez
-----------------------------
Title: President
ATTEST:
By: /s/ Robert I. Antle
-----------------------------
Title: Executive Vice President
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> MAR-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 1461
<SECURITIES> 0
<RECEIVABLES> 1626
<ALLOWANCES> 0
<INVENTORY> 18247
<CURRENT-ASSETS> 0
<PP&E> 562
<DEPRECIATION> 513
<TOTAL-ASSETS> 24768
<CURRENT-LIABILITIES> 0
<BONDS> 11639
0
0
<COMMON> 10
<OTHER-SE> 8536
<TOTAL-LIABILITY-AND-EQUITY> 24768
<SALES> 49992
<TOTAL-REVENUES> 50347
<CGS> 42236
<TOTAL-COSTS> 47519
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 2828
<INCOME-TAX> 583
<INCOME-CONTINUING> 2245
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2245
<EPS-BASIC> 2.47
<EPS-DILUTED> 2.45
</TABLE>
