<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended August 31, 1996
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number: 0-15925
CAPITAL PACIFIC HOLDINGS, INC.
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 95-2956559
- -------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification Number)
4100 MacArthur Blvd., Suite 200, Newport Beach, CA 92660
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(714) 622-8400
- -------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) 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 XX No
----- -----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class and Title of Shares Outstanding as of
Capital Stock October 10, 1996
---------------------------- ------------------------
Common Stock, $.10 Par Value 14,995,000
<PAGE> 2
CAPITAL PACIFIC HOLDINGS, INC.
INDEX TO FORM 10-Q/A
<TABLE>
<CAPTION>
Page
----
<S> <C>
Part I - Financial Information:
Item 1 - Financial Statements
Consolidated Balance Sheets -
August 31, 1996 and February 29, 1996 1
Consolidated Statements of Operations for the
Three Months Ended August 31, 1996 and 1995 and
the Six Months Ended August 31, 1996 and 1995 2
Consolidated Statements of Cash Flows for the
Six Months Ended August 31, 1996 and 1995 3
Notes to Consolidated Financial Statements 4-9
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations 10-13
Part II - Other Information
Item 4 - Submission of Matters to a Vote of Security Holders 14
Item 6 - Exhibits and Reports on Form 8K
</TABLE>
<TABLE>
<CAPTION>
(a) Exhibit
Number Description Method of Filing
------- ----------- ----------------
<S> <C> <C>
27 Financial Data Schedule Filed with this
document
</TABLE>
(b) Reports on Form 8-K
None Filed
<PAGE> 3
PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements
CAPITAL PACIFIC HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except per share data)
ASSETS
<TABLE>
<CAPTION>
August 31,
1996 February 29,
(Unaudited) 1996
----------- -----------
<S> <C> <C>
Cash and cash equivalents $ 15,304 $ 13,850
Restricted cash 1,318 1,429
Accounts and notes receivable 4,501 4,421
Residential inventories 231,879 227,194
Plant, property and equipment 7,400 6,685
Prepaid expenses and other assets 12,971 12,929
--------- ---------
$ 273,373 $ 266,508
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable $ 15,182 $ 26,333
Accrued liabilities 8,725 10,006
Notes payable 81,178 63,929
Bonds payable 100,000 100,000
--------- ---------
Total liabilities 205,085 200,268
--------- ---------
Minority interest in joint ventures 2,547 2,894
Stockholders' equity:
Common stock, par value $.10 per share,
30,000,000 shares authorized;
14,995,000 issued and outstanding 1,500 1,500
Additional paid-in capital 211,888 211,888
Accumulated deficit (147,647) (150,042)
--------- ---------
Total stockholders' equity 65,741 63,346
--------- ---------
$ 273,373 $ 266,508
========= =========
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
- 1 -
<PAGE> 4
CAPITAL PACIFIC HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Three months Six months
ended August 31, ended August 31,
------------------ ------------------
1996 1995 1996 1995
-------- ------- -------- -------
<S> <C> <C> <C> <C>
Revenue:
Sales of homes $62,737 $27,637 $107,469 $59,340
Sales of land and lots 882 -- 1,582 733
Interest and other income 773 779 1,241 1,483
------- ------- -------- -------
64,392 28,416 110,292 61,556
------- ------- -------- -------
Costs and expenses:
Cost of homes 52,363 23,004 89,209 49,544
Cost of land and lots 662 -- 1,223 470
Selling, general and administrative 9,591 5,722 17,463 12,192
Minority interest in joint ventures (248) 41 (134) 124
------- ------- -------- -------
62,368 28,767 107,761 62,330
------- ------- -------- -------
Income (loss) before income taxes 2,024 (351) 2,531 (774)
Provision (benefit) for income taxes (42) (125) 138 (275)
------- ------- -------- -------
NET INCOME/(LOSS) $ 2,066 $ (226) $ 2,393 $ (499)
======= ======= ======== =======
Net income/(loss) per common share: $ 0.14 $ (0.02) $ 0.16 $ (0.03)
======= ======= ======== =======
Weighted average number of common shares 14,995 14,995 14,995 14,995
======= ======= ======== =======
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
- 2 -
<PAGE> 5
CAPITAL PACIFIC HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
<TABLE>
<CAPTION>
For the six months ended
August 31,
------------------------
1996 1995
---------- ----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income/(loss) $ 2,393 $ (499)
Adjustments to reconcile net income (loss) to
net cash used in operating activities:
Change in restricted cash 111 103
Depreciation and amortization 594 645
(Increase) in residential inventories (4,685) (25,645)
(Increase) decrease in receivables, prepaid
expenses and other assets (2,107) 1,020
Increase (decrease) in accounts payable and
accrued liabilities (12,432) 4,144
-------- --------
NET CASH (USED) IN OPERATING ACTIVITIES (16,126) (20,232)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of plant, property and equipment, net (883) (764)
Decrease from investment in partnerships 1,561 70
-------- --------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES 678 (694)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase (decrease) in minority interest
in joint ventures (347) 200
Borrowings from notes payable, net 17,249 15,301
-------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES 16,902 15,501
-------- --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 1,454 (5,425)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 13,850 22,401
-------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 15,304 $ 16,976
======== ========
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
- 3 -
<PAGE> 6
CAPITAL PACIFIC HOLDINGS, INC., AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
1. The unaudited financial statements presented herein have been prepared
in accordance with the instructions to Form 10-Q and do not include all of the
information and note disclosures required by generally accepted accounting
principles. These statements should be read in conjunction with the financial
statements, and notes thereto, included in the Form 10-K for the fiscal year
ended February 29, 1996 of Capital Pacific Holdings, Inc. (the "Company"). In
the opinion of management, the financial statements presented herein include
all adjustments (which are solely of a normal recurring nature) necessary to
present fairly the Company's financial position and results of operations. The
results of operations for the three month period ended August 31, 1996, are not
necessarily indicative of the results that may be expected for the year ending
February 28, 1997.
2. Notes payable:
Notes payable at August 31, 1996 and February 29, 1996, are summarized as
follows (in thousands):
<TABLE>
<CAPTION>
August 31, February 29,
1996 1996
---------- -----------
<S> <C> <C>
Promissory notes collateralized by
deeds of trust, including
interest varying from 9.5 percent to
prime plus 1.0 percent $ 8,804 $ 3,661
Notes payable to bank at bank's prime rate
plus 1.0 percent, maturing December 31, 1996 0 241
Notes payable to banks, including
interest varying from prime plus
.5 percent to prime plus 2.5 percent,
maturing between June 30, 1997 & March
31, 1998 secured by certain real estate
inventories on a non-recourse basis 45,537 32,073
Notes payable to banks, including interest
at prime plus 1.0 percent with terms of
the commitment reducing commencing
October 1, 1997 through March 31, 1998,
secured by certain real estate
inventories on a recourse basis 24,503 25,454
</TABLE>
4
<PAGE> 7
<TABLE>
<S> <C> <C>
Contingent promissory note payable to previous
owner of Clark Wilson secured by Stock Pledge
Agreement on a non-recourse basis, under which
the amounts due, including interest at 8 percent,
are fully dependent on the performance of the
entity acquired 2,334 2,500
------- -------
$81,178 $63,929
======= =======
</TABLE>
5
<PAGE> 8
3. Supplemental Guarantor Information
In connection with the offering in fiscal 1995 of $100,000,000 in
senior unsecured notes (the "Offering"), the Company and certain of its
wholly-owned subsidiaries (Guarantors) jointly, severally, fully and
unconditionally guaranteed such notes. Supplemental condensed combined
financial information of the Company, Guarantors and non-guarantors is
presented as follows. As discussed in Note 3 in Notes To Supplemental Guarantor
Information, these financial statements are prepared using the equity method of
accounting for the Company's and the Guarantors' investments in subsidiaries
and partnerships. This supplemental financial information should be read in
conjunction with the consolidated financial statements.
As Of And For The Six Months Ended August 31, 1996
(In Thousands)
(Unaudited)
<TABLE>
<CAPTION>
Capital Pacific Non- Total
Holdings, Inc. Guarantors(1) Guarantors(2) Eliminations(4) Consolidated
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BALANCE SHEET
Cash $9,371 $1,790 $4,143 $0 $15,304
Inventories 146,378 38,209 47,167 125 231,879
Investment in Partnerships
and subsidiaries (3) 29,045 727 0 (29,051) 721
Intercompany advances 38,393 0 0 (38,393) 0
Other 17,428 2,126 9,150 (3,236) 25,468
-----------------------------------------------------------------------------
Total Assets $240,615 $42,852 $60,460 ($70,555) $273,372
=============================================================================
Accounts payable and
accrued liabilities $15,289 $4,538 $4,835 ($755) $23,907
Intercompany advances 0 13,123 27,719 (40,842) 0
Notes payable 159,586 8,183 15,324 (1,915) 181,178
Minority interest 0 0 0 2,547 2,547
Shareholders' equity 65,741 17,008 12,582 (29,590) 65,741
-----------------------------------------------------------------------------
Total Liabilities &
Equity $240,616 $42,852 $60,460 ($70,555) $273,373
=============================================================================
STATEMENT OF OPERATIONS
Revenues:
Sales of homes and land $49,278 $16,735 $43,038 $0 $109,051
Interest and other
income, net 372 163 980 (1,253) 262
Equity in income of
partnerships and
subsidiaries (3) 1,597 (108) - (510) 979
-----------------------------------------------------------------------------
Total Revenues 51,247 16,790 44,018 (1,763) 110,292
-----------------------------------------------------------------------------
Cost of homes and land 41,158 14,280 35,546 (552) 90,432
Selling, general and
administrative 8,291 2,725 6,447 17,463
Minority interest 0 0 0 (134) (134)
-----------------------------------------------------------------------------
Income (loss) before
provision (benefit) for
income taxes 1,798 (215) 2,025 (1,077) 2,531
Provision (benefit) for
income taxes (595) (76) 809 138
-----------------------------------------------------------------------------
NET INCOME (LOSS) $2,393 ($139) $1,216 ($1,077) $2,393
=============================================================================
</TABLE>
6
<PAGE> 9
<TABLE>
<CAPTION>
Capital Pacific Non- Total
Holdings, Inc. Guarantors(1) Guarantors(2) Eliminations(4) Consolidated
-----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
STATEMENT OF CASH FLOWS
Net cash from (used in)
operating activities ($6,435) ($6,984) ($2,859) $152 ($16,126)
Net cash from (used in)
investment activities 479 587 0 (388) 678
Net cash from (used in)
financing activities 9,293 5,440 1,933 236 16,902
--------------------------------------------------------------------------------
Net increase (decrease)
in cash 3,337 (957) (926) 0 1,454
Cash - beginning of
period 6,034 2,747 5,069 0 13,850
--------------------------------------------------------------------------------
Cash - end of period $9,371 $1,790 $4,143 $0 $15,304
================================================================================
</TABLE>
7
<PAGE> 10
NOTES TO SUPPLEMENTAL GUARANTOR INFORMATION
(1) Guarantors are Durable Homes, Inc., J.M. Peters Nevada, Inc., and
Peters Ranchland Company, Inc., all wholly-owned subsidiaries of
Capital Pacific Holdings, Inc.
(2) The non-guarantors are:
(a) The limited partnerships in which Peters Ranchland Company,
Inc., is a general partner:
- Ranchland Alicante Development, L.P.
- Ranchland Montilla Development, L.P.
- Ranchland Fairway Estates Development, L.P.
- Ranchland Portola Development, L.P.
(b) The limited partnerships in which J.M. Peters
California, Inc., is a general partner:
- J.M.P. Mulholland Estates I, L.P.
- J.M.P. Mulholland Estates II, L.P.
(c) The limited partnership in which J.M. Peters Nevada, Inc. and
Durable Homes, Inc. are general partners:
- Taos Estates, L.P.
(d) The general partnership in which Capital Pacific
Holdings, Inc., is a general partner:
- Peters Walnut Estates
(e) The wholly-owned subsidiaries of Capital Pacific Holdings,
Inc.:
- Newport Design Center
- Capital Pacific Communities, Inc.
- Capital Pacific Homes, Inc. (formally known as
Durable Homes of California, Inc.)
- J.M. Peters Arizona, Inc. (expected to become a
guarantor in fiscal year 1997)
- Capital Pacific Mortgage, Inc. (expected to become a
guarantor in fiscal year 1997)
- Clark Wilson Homes, Inc. (expected to become a
guarantor in fiscal year 1997)
- Fairway Financial Company
- Parkland Estates Company, Inc. (expected to become a
guarantor in fiscal year 1997)
- J.M. Peters California, Inc. (expected to become a
guarantor in fiscal year 1997)
- J.M. Peters Homes of Arizona, Inc.
8
<PAGE> 11
NOTES TO SUPPLEMENTAL GUARANTOR INFORMATION (CONT.)
(f) Fifty percent owned entities of Capital Pacific Holdings,
Inc.:
- Bay Hill Escrow, Inc.
- J.M.P. Harbor View, L.P.
- J.M.P. Canyon Estates, L.P.
(3) Investments in partnerships and subsidiaries are accounted for by the
Company and the Guarantors on the equity method of accounting for
purposes of the supplemental combining presentation.
(4) The elimination entries eliminate investments in subsidiaries,
partnerships and intercompany balances.
9
<PAGE> 12
Item 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION.
OVERVIEW
The Company experienced a very successful second quarter of operations. Net
income for the quarter exceeded $2 million and the quarter was the Company's
most profitable for several years. Housing sales revenues increased 127% and
closings increased 48.2% compared to the corresponding quarter of the previous
year. These increases in key results are the consequence of improvements in
existing operations and are not the results of newly acquired operations.
While prior results should not be used to predict future performance,
management is hopeful that this quarter represents another turning point in the
Company's history.
RESULTS OF OPERATIONS
---------------------
SECOND QUARTER OF FISCAL 1997 COMPARED WITH THE SECOND QUARTER OF FISCAL 1996:
The Company increased net income by $2.23 million to a positive $2.06 million
for the second quarter of fiscal 1997 compared to a net loss of $226 thousand
for the second quarter of fiscal 1996.
Revenues from housing sales for the second quarter of fiscal 1997 increased
127% from the corresponding period of fiscal 1996 to $62.7 million from $27.6
million, respectively. Home closings for the second quarter of fiscal 1997
increased 48.2% to 332 from 224 homes during the second quarter of fiscal 1996.
These amounts include revenues from closings of 10 homes in unconsolidated
joint venture operations during the second quarter of fiscal 1997 compared to
13 homes during the second quarter of fiscal 1996. In addition to the
increased closing activity, the Company's average sales price per unit
increased to $194,800 for the second quarter of fiscal 1997 from $131,000 for
the second quarter of fiscal 1996, a 48.7% increase.
The Company's increased closings resulted in an increase in cost of sales for
the three months ended August 31, 1996 to $52.4 million from $23.0 million for
the three months ended August 31, 1995. For the quarter, the Company was able
to maintain a relatively flat gross profit margin of 16.5 percent in fiscal
1997 as compared to 16.8 percent in fiscal 1996.
The increase in Company activity resulted in an increase in selling, general
and administrative expense of $3.9 million or 68% for the second quarter of
fiscal 1997 as compared to the second quarter of fiscal 1996. As a percentage
of housing revenue, selling, general and administrative expenses improved to
15.3% in the second quarter of fiscal 1997 compared to 20.7% for the
corresponding quarter of fiscal 1996. This improvement is due to increased
unit volume and the Company's cost containment efforts.
10
<PAGE> 13
Minority interest income was $248 thousand for the second quarter of fiscal 1997
compared to an expense of $41 thousand for the second quarter of fiscal 1996.
The change is due primarily to progress in completing consolidated joint venture
projects.
The Company's net orders (homes contracted for sale, less cancellations)
increased by 3% to 240 in the second quarter of fiscal 1997 compared to 234 for
the corresponding quarter of fiscal 1996. The Company's backlog (homes under
contract but not closed) decreased by 10% to 470 homes at August 31, 1996 from
521 homes at August 31, 1995.
FIRST SIX MONTHS OF FISCAL 1997 COMPARED WITH THE FIRST SIX MONTHS OF FISCAL
1996:
The Company increased net income by $2.88 million to a positive $2.39 million
for the six months ended August 31, 1996, as compared to a net loss of $499
thousand for the six months ended August 31, 1995.
Revenues from housing sales for the first six months of fiscal 1997 increased
by $48.1 million or 81% to $107.4 million from $59.3 million for the first six
months of fiscal 1996. Home closings for the first six months of fiscal 1997
increased by 24.5% to 584 from 469 homes during the first six months of fiscal
1996. These amounts include revenues from closings of 21 homes in
unconsolidated joint ventures for the first six months of fiscal 1997 compared
to 32 homes closed for the first six months of fiscal 1996. In addition to the
increased closing activity, the Company's average sales price per unit has
increased to $190,800 for the first six months of fiscal 1997 from $135,800 for
the first six months of fiscal 1996, a 40.5% increase.
The Company's increased closings resulted in an increase in cost of sales for
the first six months of fiscal 1997 to $89.2 million from $49.5 million for the
first six months of fiscal 1996. The Company's increased average sales price
contributed to a 3% increase in gross profit margin to 17% for the first six
months of fiscal 1997, from 16.5% for the first six months of fiscal 1996.
Selling, general and administrative expense increased $39.7 million or 80% for
the first six months of fiscal 1997, as compared to the first six months of
fiscal 1996. As a percentage of revenue, selling, general and administrative
expense improved to 16.2% for the first six months of fiscal 1997 from 20.6%
for the first six months of fiscal 1996. This improvement is due to increased
unit volume and the Company's cost containment efforts.
Minority interest income was $134 thousand for the first six months of fiscal
1997 compared to an expense of $124 thousand for the first six months of fiscal
1996. The change is the result of the Company's progress towards completing
consolidated joint venture projects.
The Company has recorded an income tax provision of $138 thousand for the first
six months of fiscal 1997 on pre-tax income of $2.53
11
<PAGE> 14
million. The provision reflects the net benefit from the usage of federal net
operating loss carrybacks which will generate a federal income tax refund for
prior periods of $765 thousand. The Company also has available federal net
operating loss carryforwards which can be used to reduce current and future
taxable income. The Company will recognize any benefit from these
carryforwards only at the time the carryforwards are actually utilized.
Interest incurred was $10.7 million for the first six months of fiscal 1997
compared to $8.3 million for the first six months of fiscal 1996. Interest
included in cost of sales was $9.5 million for the first six months of fiscal
1997 compared to $3.4 million for the first six months of fiscal 1996.
The Company's net orders (homes contracted for sale, less cancellations)
increased by 10% to 616 for the first six months of fiscal 1997, as compared to
558 homes for the corresponding period of fiscal 1996.
The Company's unit/lot closings and revenues for the first six months of fiscal
1997 are segregated by region as follows:
<TABLE>
<CAPTION>
Unit/lot Closings Revenues
----------------- --------------
<S> <C> <C>
California 184 $ 56.3 million
Texas 188 30.1 million
Nevada 150 21.2 million
Arizona 68 8.4 million
--- --------------
590 $116.0 million
=== ==============
</TABLE>
The unit/lot and revenue figures for California include 21 homes and $7.6
million in revenues on projects in unconsolidated joint ventures for the first
six months of fiscal 1997.
FINANCIAL CONDITION
-------------------
As of August 31, 1996, the Company has in place three separate facilities (the
"Facilities") with its principal bank lender as follows:
- $25 million Non-Recourse Secured Acquisition and
Development line of credit ("Non-Recourse A & D Line")
- $40 million Recourse Secured Production line of credit
("Recourse Production Line")
- $25 million Non-Recourse Secured Production line of credit
("Non-Recourse Production Line")
A commitment fee is payable annually. Availability of funds under the
Facilities are subject to certain bank and other requirements. At August 31,
1996, the Company had aggregate borrowings outstanding of $59.4 million under
the Facilities.
12
<PAGE> 15
The Facilities are secured by liens on various completed or under construction
homes and lots held by the Company. Pursuant to the Facilities, the Company is
subject to certain covenants, which require, among other things, the maintenance
of a consolidated liabilities to consolidated net worth ratio, minimum
liquidity, minimum net worth and loss limitations, all as defined in the
documents that evidence the Facilities. At August 31, 1996, the Company was in
compliance with these covenants. The Facilities also define certain events that
constitute events of default. As of August 31, 1996, no such event of default
has occurred.
Durable and Clark Wilson also have secured non-recourse lines of credit to
facilitate construction activity. Durable's $15.0 million facility has a
maturity date of July 1, 1997. Clark Wilson has a non-recourse secured line of
credit for $15.0 million with a maturity date of June 30, 1997. Clark Wilson
has an additional $17.8 million in non-recourse secured lines of credit with
banks having terms with maturity dates ranging from May 31, 1997 through July
19, 1998.
For the six months ended August 31, 1996, the Company closed the sale of 584
homes and 6 land lots. This amount includes 21 homes closed in unconsolidated
joint ventures. At August 31, 1996, the Company had in excess of 500 homes
under construction.
Construction activity is being financed out of Company cash, bank financing and
the existing joint ventures, including joint ventures with investment advisors
to the State of California Public Employees Retirement System ("CalPERS"). The
Company anticipates that it will continue to utilize both bank financing and
joint ventures to cover liquidity needs in excess of Company cash.
The Company expects that cash flow generated from operations and from
additional financing permitted by the terms of the Indenture will be
sufficient to cover the debt service on the Offering, the Facilities and the
Company's other bank lines and to fund the Company's current development and
construction activities for the reasonably foreseeable future.
BALANCE SHEET ITEMS
-------------------
Cash and cash equivalents increased to $15.3 million at August 31, 1996 from
$13.8 million at February 29, 1996 due to an increase in unit closings. The
Company anticipates that the level of cash and financing available is
sufficient to meet its needs in the near term.
Residential inventories increased from $227.0 million at February 29, 1996 to
$231.9 million at August 31, 1996. The increase is due to the progress made on
the over 500 residential homes under construction.
Notes payable have increased from $63.9 million at February 29, 1996 to $81.2
million at August 31, 1996, due principally to increased construction activity.
Accounts payable and accrued liabilities have decreased to $23.9 million at
August 31, 1996 from $36.3 million at February 29, 1996.
13
<PAGE> 16
PART II - OTHER INFORMATION
Item 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
At the Annual Meeting of Shareholders of the Company held on July 25, 1996, the
following directors were elected: Hadi Makarechian, Dale Dowers, Karlheinz M.
Kaiser, Allan L. Acree, and William A. Funk. 13,763,487 shares were voted for
the election of the named nominees for directors and 12,790 shares were voted
withholding authority for such nominees.
Item 6 - EXHIBITS AND REPORTS ON FORM 8K
(a) Exhibits
Exhibit number
--------------
27 Financial Data Schedule
(b) Reports on form 8K
None filed
14
<PAGE> 17
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
CAPITAL PACIFIC HOLDINGS, INC.
Date: October 24, 1996 BY: /s/ DALE DOWERS
---------------------------------
Dale Dowers
President and Chief
Executive Officer
Date: October 24, 1996 BY: /s/ ANTHONY M. LAUGHLIN
---------------------------------
Anthony M. Laughlin
Vice President and Chief
Financial Officer
(Principal Financial Officer)
15
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> FEB-28-1997
<PERIOD-END> AUG-31-1996
<CASH> 15,304
<SECURITIES> 0
<RECEIVABLES> 4,501
<ALLOWANCES> 0
<INVENTORY> 231,879
<CURRENT-ASSETS> 0
<PP&E> 10,828
<DEPRECIATION> 3,428
<TOTAL-ASSETS> 273,373
<CURRENT-LIABILITIES> 23,907
<BONDS> 181,178
0
0
<COMMON> 1,500
<OTHER-SE> 64,241
<TOTAL-LIABILITY-AND-EQUITY> 273,373
<SALES> 109,051
<TOTAL-REVENUES> 110,292
<CGS> 90,432
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 17,329
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 2,531
<INCOME-TAX> 138
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,393
<EPS-PRIMARY> .16
<EPS-DILUTED> 0
</TABLE>
