<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended November 30, 1997
_____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.
<TABLE>
<CAPTION>
Class and Title of Shares Outstanding as of
Capital Stock January 9, 1998
------------- ----------------
<S> <C>
Common Stock, $.10 Par Value 14,305,511
</TABLE>
<PAGE> 2
CAPITAL PACIFIC HOLDINGS, INC.
INDEX TO FORM 10-Q
Page
Part I - Financial Information:
Item 1 - Financial Statements
Consolidated Balance Sheets -
November 30, 1997 and February 28, 1997 3
Consolidated Statements of Income for the
Three and Nine Months Ended November 30, 1997 and 1996 4
Consolidated Statements of Cash Flows for the
Nine Months Ended November 30, 1997 and 1996 5
Notes to Consolidated Financial Statements 6-8
Item 2 - Management's Discussion and Analysis of
Results of Operations and Financial Condition 9-14
Part II - Other Information:
Item 5 - Other Information 15
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibit Number Description Method of Filing
-------------- ----------- ----------------
27 Financial Data Schedule Filed with this document
(b) Reports on Form 8-K
None Filed
2
<PAGE> 3
PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements
CAPITAL PACIFIC HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
<TABLE>
<CAPTION>
ASSETS November 30,1997 February 28, 1997
---------------- -----------------
(Unaudited)
---------
<S> <C> <C>
Cash and cash equivalents $ 5,763 $ 11,434
Restricted cash 1,359 1,417
Accounts and notes receivable 5,702 4,801
Real estate projects 213,843 233,562
Property, plant and equipment 8,196 7,746
Prepaid expenses and other assets 12,207 12,958
--------- ---------
Total assets $ 247,070 $ 271,918
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued liabilities $ 17,188 $ 31,216
Notes payable 37,449 73,474
Senior unsecured notes payable 100,000 100,000
--------- ---------
Total liabilities 154,637 204,690
--------- ---------
Minority Interest 29,878 360
--------- ---------
Stockholders' equity:
Common stock, par value $ .10 per share, 30,000,000
shares authorized; 14,305,511 and 14,995,000 shares
issued and outstanding, respectively 1,500 1,500
Additional paid-in capital 211,888 211,888
Accumulated deficit (149,206) (146,520)
Treasury stock (1,627) --
--------- ---------
Total stockholders' equity 62,555 66,868
--------- ---------
Total liabilities and stockholders' equity $ 247,070 $ 271,918
========= =========
</TABLE>
See accompanying notes to financial statements.
3
<PAGE> 4
CAPITAL PACIFIC HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In thousands except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Three months Nine months
ended November 30, ended November 30,
1997 1996 1997 1996
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Sales of homes and land $ 47,722 $ 50,996 $ 128,792 $ 161,539
Cost of sales 41,692 42,631 107,837 137,038
Impairment loss on real estate assets 8,000 -- 8,000 --
--------- --------- --------- ---------
Gross margin (1,970) 8,365 12,955 24,501
Selling, general and administrative expenses 5,121 7,377 17,063 21,455
--------- --------- --------- ---------
Income (loss) from operations (7,091) 988 (4,108) 3,046
Interest and other income, net 481 323 813 662
Minority Interest (286) 15 (286) 149
--------- --------- --------- ---------
Income (loss) before income taxes (6,896) 1,326 (3,581) 3,857
Provision (benefit) for income taxes (1,723) 386 (895) 524
--------- --------- --------- ---------
Net income (loss) $ (5,173) $ 940 $ (2,686) $ 3,333
========= ========= ========= =========
Net income (loss) per common share: $ (0.35) $ 0.06 $ (0.18) $ 0.22
========= ========= ========= =========
Weighted average number of common
shares 14,874 14,995 14,955 14,995
========= ========= ========= =========
</TABLE>
See accompanying notes to financial statements.
4
<PAGE> 5
CAPITAL PACIFIC HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
For the nine months ended
November 30,
1997 1996
-------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (2,686) $ 3,333
Adjustments to reconcile net income (loss) to net cash provided by
(used in) operating activities:
Change in restricted cash 58 (128)
Depreciation and amortization 1,408 842
(Increase) decrease in real estate projects 19,719 (15,403)
(Increase) decrease in receivables, prepaid expenses
and other assets (720) 4,565
Decrease in accounts payable and accrued liabilities (14,028) (12,621)
-------- --------
Net cash provided by (used in) operating activities 3,751 19,412)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment, net (1,288) (814)
-------- --------
Net cash provided by (used in) investing activities (1,288) (814)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase (decrease) in minority interest 29,518 (2,475)
Borrowings from (payments to) notes payable, net (36,025) 16,278
Repurchase of common stock (1,627) --
-------- --------
Net cash provided by (used in) financing activities (8,134) 13,803
-------- --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (5,671) (6,423)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 11,434 13,850
-------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 5,763 $ 7,427
======== ========
</TABLE>
See accompanying notes to financial statements.
5
<PAGE> 6
CAPITAL PACIFIC HOLDINGS, INC., AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation
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/A for the fiscal year
ended February 28, 1997 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 and nine month periods ended November 30, 1997, are
not necessarily indicative of the results that may be expected for the year
ending February 28, 1998. The consolidated financial statements for the third
quarter of fiscal 1998 include the accounts of the Company, wholly owned
subsidiaries and certain majority owned joint ventures as well as the accounts
of the New LLC (described below). The consolidated financial statements for
prior periods include only the accounts of the Company, wholly owned
subsidiaries and certain majority owned joint ventures.
2. Reclassifications
Certain items in prior period financial statements have been
reclassified in order to conform with current year presentation.
3. Restructuring and Recapitalization Transaction
Effective as of October 1, 1997, the Company consummated an equity and
restructuring transaction whereby the Company and certain of its subsidiaries
transferred to a newly formed limited liability company known as Capital Pacific
Holdings, LLC (the "New LLC") substantially all of their respective assets and
the New LLC assumed all the liabilities of the Company and its subsidiaries.
Immediately thereafter, a newly formed unaffiliated investment company,
California Housing Finance, L.P. ("CHF"), contributed to the capital of the New
LLC the sum of $30,000,000 in cash and acquired a 32.07% interest in the New
LLC. The Company, together with its subsidiaries, has a 67.93% interest in the
New LLC. Subject to adjustment and exceptions under certain circumstances, CHF
has the same interest in all future business of the Company, all of which will
be conducted either within the New LLC or through newly formed project specific
entities. The Company is the sole managing member of the New LLC and expects
that it will be the sole managing member of any newly formed project specific
entity. The Company maintains certain licenses and other assets as is necessary
to fulfill its obligations as managing member. The Company and its subsidiaries
perform its management functions for the New LLC pursuant to management
agreements which include provisions for the reimbursement of Company and
subsidiary costs, a management fee and indemnification by the New LLC. The
balance sheet items and results of operations of the New LLC are consolidated
with those of the Company in the unaudited financial statements presented
herein. CHF's interest is included as a minority interest.
6
<PAGE> 7
The summary financial statements of Capital Pacific Holdings, LLC are
presented below as supplemental information to the financial statements of
Capital Pacific Holdings, Inc. (Thousands of Dollars):
<TABLE>
<CAPTION>
Income Statement
Balance Sheet For the two months ended
As of November 30, 1997 November 30, 1997
----------------------- ------------------------
<S> <C> <C> <C>
ASSETS
Real Estate Projects $213,843 Sales of homes and land $31,085
Other 33,227 Cost of Sales 26,616
-------- -------
$247,070 Gross margin 4,469
======== 4,158
LIABILITIES & MEMBERSHIP INTEREST -------
Selling, general and
Accounts payable and accrued administrative expenses 311
liabilities $ 18,997 Other, net 579
Notes payable 137,449 -------
-------- Net income $ 890
Total liabilities 156,446 =======
Minority interest 360
Membership interests 90,264 The period covered by the Income
-------- Statement is subsequent to the $8
$247,070 million non-cash charge discussed
======== below.
</TABLE>
4. Non-Cash Charge
In connection with the restructuring and recapitalization of the Company
discussed below, management completed a process of reevaluating and revising the
Company's business plan. As a result of this analysis, it was determined that
certain of the Company's projects would require an impairment charge when
evaluated in accordance with Statement of Financial Accounting Standards (SFAS)
No. 121, which requires that both long-lived assets and certain identified
intangibles to be held and used be reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount of an asset may not
be recoverable based on estimated future cash flows (undiscounted and without
interest charges). Specifically, long-lived assets that are expected to be held
and used in operations are to be carried at the lower of cost or, if impaired,
the fair value of the asset. Further, long-lived assets to be disposed of are to
be reported at the lower of carrying amount or fair value less costs to sell.
Various assumptions and estimates are used to determine fair value in
determining the amount of any impairment loss including, among others, estimated
cost of construction, development and direct marketing, sales absorption rates,
anticipated sales prices and carrying costs. The calculation of the impairment
loss is based on estimated future cash flows which are calculated to include an
appropriate return and interest. The estimates used to determine the
impairment adjustment can change in the near term as the economy in the
Company's key areas change. In addition, management determined that certain
warranty-related reserves should be adjusted in the current quarter. Therefore,
during the third quarter of fiscal 1998, the Company recorded a non-cash charge
of $8 million.
7
<PAGE> 8
5. Notes payable
Notes payable at November 30, 1997 and February 28, 1997, are summarized
as follows (in thousands):
<TABLE>
<CAPTION>
November 30, 1997 February 28, 1997
----------------- -----------------
<S> <C> <C>
Promissory notes collateralized by
deeds of trust, including
interest varying from 9.5 percent to
prime plus one percent $ 1,769 $ ,680
Notes payable to banks, including interest varying from prime plus one percent
to prime plus two percent, maturing between January 31, 1998 and March 31,
1999 secured by certain real estate projects on a non-recourse basis 31,279 35,656
Notes payable to banks, including interest at prime plus one percent with terms
of the commitment reducing commencing December 1, 1998, secured by certain
real estate inventories on a recourse basis 3,381 32,233
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 1,020 1,905
------- -------
$37,449 $73,474
======= =======
</TABLE>
6. Repurchase of common stock
During the third quarter of fiscal 1998, the New LLC repurchased 1,015,000
shares of the Company's common stock which were issued to Roger Nix, the
previous owner of Durable Homes, Inc. ("Durable"), a wholly owned subsidiary of
the Company operating in Nevada, in connection with the Company's acquisition of
Durable in 1993, and distributed such shares to the Company and CHF in
proportion to their respective ownership percentages in the New LLC.
Accordingly, 689,489 shares were distributed to the Company and are being held
as treasury stock. As a result, the number of outstanding shares of the Company
has been reduced from 14,995,000 to 14,305,511.
8
<PAGE> 9
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION.
OVERVIEW
In connection with the restructuring and recapitalization of the Company
discussed above, management completed a process of reevaluating and revising the
Company's business plan. As a result of this analysis, it was determined that
certain of the Company's projects would require an impairment charge when
evaluated in accordance with SFAS No. 121. In addition, management determined
that certain warranty-related reserves should be adjusted in the current
quarter. Therefore, during the third quarter of fiscal 1998, the Company
recorded a non-cash charge of $8 million.
The following table illustrates the pro forma results of the Company's
operations exclusive of the non-cash charge discussed above, and is used
throughout this discussion for comparative purposes wherever the phrase "pro
forma" is utilized:
Pro Forma Results of Operations
<TABLE>
<CAPTION>
Three months ended Nine months ended
November 30, 1997 November 30, 1997
----------------- -----------------
<S> <C> <C>
Sales of homes and land $ 47,722 $128,792
Cost of sales 41,692 107,837
-------- --------
Gross margin 6,030 20,955
Selling, general and administrative expenses 5,121 17,063
-------- --------
Income from operations $ 909 $ 3,892
======== ========
</TABLE>
As is noted in footnote 1 to the financial statements presented herein, the
Company is reporting its results on a consolidated basis with the results of the
New LLC. References to the Company in this Item 2 are, unless the context
indicates otherwise, also references to the New LLC. At the current time, all
material financing transactions and arrangements are incurred either by the New
LLC or by certain newly formed project specific entities.
The Company experienced a successful third quarter of operations. Sales of homes
and land decreased slightly by 6.4% and closings decreased by 12.0% compared to
the corresponding quarter of the previous year. The decrease in closings and the
resultant decrease in sales was primarily due to the effect, prior to the
restructuring discussed above, of constraints in both the bank lines and the
bond indenture which limited construction starts and sale releases in the past
several quarters. Due primarily to the non-cash charge of $8 million, the
Company's actual gross margin on home and lot closings was negative during the
third quarter of fiscal 1998 and decreased to 10.1% for the first nine months of
fiscal 1998 as compared to 15.2% for the first nine months of fiscal 1997.
However, the Company's pro forma gross margin on home and lot closings only
decreased to 12.6% during the third quarter of fiscal 1998 as
9
<PAGE> 10
compared to 16.4% during the third quarter of fiscal 1997, due to relatively
fewer closings of the Company's higher margin homes in the current quarter. The
pro forma gross margin has increased from 15.2% for the first nine months of
fiscal 1997 to 16.3% for the first nine months of fiscal 1998. In addition, the
Company has been able to reduce selling, general and administrative expenses by
$4.4 million for the first nine months of fiscal 1998 from the comparable period
in fiscal 1997, to maintain stability as a percentage of revenue through cost
containment efforts.
The Company's average sales price per unit has increased to $212,000 for the
first nine months of fiscal 1998 from $190,000 for the first nine months of
fiscal 1997, and the inventory of completed homes has decreased from 90 homes at
February 28, 1997 to 30 homes at November 30, 1997. Backlog (homes contracted
for sale but not yet closed less cancellations) has increased from $88.6 million
at November 30, 1996 to $139.2 million at November 30, 1997. Since the
restructuring described above, construction starts have increased as a result of
the availability of additional capital.
FORWARD-LOOKING INFORMATION IS SUBJECT TO RISK AND UNCERTAINTY
Certain statements in the financial discussion and analysis by management
contain "forward-looking" information (as defined in the Private Securities
Litigation Reform Act of 1995) that involves risk and uncertainty, including
projections and assumptions regarding the business environment in which the
Company operates. Actual future results and trends may differ materially
depending on a variety of factors, including the Company's successful execution
of internal performance strategies; changes in general national and regional
economic conditions, such as levels of employment, consumer confidence and
income, availability to homebuilders of financing for acquisitions, development
and construction, availability of financing to homebuyers for permanent
mortgages, interest rate levels and the demand for housing; supply levels of
labor and materials; difficulties in obtaining permits or approvals from
governmental authorities; difficulties in marketing homes; regulatory changes
and weather (including the predicted impact of El Nino) and other environmental
uncertainties; competitive influences; and the outcome of pending and future
legal claims and proceedings.
RESULTS OF OPERATIONS
THIRD QUARTER OF FISCAL 1998 COMPARED WITH THE THIRD QUARTER OF FISCAL 1997:
The Company reported a net loss of $5.2 million for the third quarter of fiscal
1998, as compared to net income of $940,000 for the third quarter of fiscal
1997, due to the $8 million non-cash charge discussed above.
Sales of homes and land for the third quarter of fiscal 1998 decreased 6.4% from
the corresponding period of fiscal 1997 to $47.7 million from $51.0 million.
Home closings for the third quarter of fiscal 1998 decreased by 12.0% to 228
from 259 homes during the third quarter of fiscal 1997. The decrease in closings
and the resultant decrease in sales was primarily due to the effect, prior to
the restructuring discussed above, of constraints in both the existing bank
lines and the bond indenture,
10
<PAGE> 11
which limited borrowing capacity, thus construction starts and sales releases in
the past several quarters. After consummation of the restructuring transaction
described above, bank lines of credit were renegotiated and debt levels were
substantially reduced, as further discussed in the Liquidity and Financial
Condition section below. The Company's average sales price per unit increased to
$208,000 for the third quarter of fiscal 1998 from $187,000 for the third
quarter of fiscal 1997, an 11.2% increase. Unconsolidated joint venture
operations posted 3 sales during the third quarter of fiscal 1998, as compared
to 7 homes sold during the third quarter of fiscal 1997.
The Company's cost of sales for the three months ended November 30, 1997
decreased to $41.7 million from $42.6 million for the three months ended
November 30, 1996. This resulted primarily from the decrease in closings. The
Company's actual gross margin was negative for the three months ended November
30, 1997, primarily as a result of the non-cash charge discussed above. However,
the Company's pro forma gross margin only decreased to 12.6% for the three
months ended November 30, 1997, from 16.4% in the third quarter of the prior
year, reflecting a lower number of closings of the Company's higher margin homes
during the current quarter.
Selling, general and administrative expense of $5.1 million for the third
quarter of fiscal 1998 decreased significantly as compared to $7.4 million for
the third quarter of fiscal 1997. As a percentage of sales, selling, general and
administrative expenses decreased to 10.7% in the third quarter of fiscal 1998
compared to 14.5% for the corresponding quarter of fiscal 1997. These changes
are due to the Company's cost containment efforts, offset slightly by the effect
of lower revenues during the third quarter of fiscal 1998 as compared to the
prior year.
Minority interest expense was $286,000 for the third quarter of fiscal 1998
compared to income of $15,000 for the third quarter of fiscal 1997. The current
period amount reflects the share of the New LLC profits attributable to CHF for
the period from October 1, 1997 through November 30, 1997. The non-cash charge
was taken prior to October 1, 1997 and therefore did not affect this minority
interest expense.
The Company recorded a benefit for income taxes of $1.7 million for the three
months ended November 30, 1997 as compared to a provision of $386,000 for the
three months ended November 30, 1996, due to the effect of the current period
loss, taking into consideration the expected effective rate for the year.
Interest incurred was $4.6 million for the third quarter of fiscal 1998 compared
to $5.7 million for the third quarter of fiscal 1997. Interest included in cost
of sales was $3.3 million for the third quarter of fiscal 1998 compared to $3.2
million for the third quarter of fiscal 1997.
The Company's net new orders decreased in units by 11.9% to 200 in the third
quarter of fiscal 1998 compared to 227 for the corresponding quarter of fiscal
1997. However, backlog value in terms of dollars was significantly enhanced by
higher average sales prices in the current year. The total value of the
Company's backlog increased by 57.1% to $139.2 million at November 30, 1997 from
$88.6 million at November 30, 1996. The number of homes in backlog increased to
451 homes at November 30, 1997 from 418 homes at November 30, 1996.
11
<PAGE> 12
The Company's unit/lot closings and revenues for the third fiscal quarter of
1998 are segregated by region as follows:
<TABLE>
<CAPTION>
Unit/lot Closings Revenues
<S> <C> <C>
California 66 $20.4 million
Texas 104 16.9 million
Nevada 48 8.5 million
Arizona 12 2.0 million
----- ----- -------
230 $47.8 million
===== ===== =======
</TABLE>
The unit/lot revenue figures for California include 3 homes and $1.6 million in
revenues on projects in unconsolidated joint ventures for the quarter ended
November 30, 1997
FIRST NINE MONTHS OF FISCAL 1998 COMPARED WITH THE FIRST NINE MONTHS OF FISCAL
1997:
The Company reported a net loss of $2.7 million for the nine months ended
November 30, 1997, as compared to net income of $3.3 million for the nine months
ended November 30, 1996, due primarily to the non-cash charge discussed above.
Sales of homes and land for the first nine months of fiscal 1998 decreased by
$32.7 million or 20.3% to $128.8 million from $161.5 million for the first nine
months of fiscal 1997. Home closings for the first nine months of fiscal 1998
decreased by 31.1% to 581 from 843 homes during the first nine months of fiscal
1997. These amounts include revenues and closings of 4 homes in the
unconsolidated joint ventures for the first nine months of fiscal 1998, compared
to 28 homes in such ventures closed for the first nine months of fiscal 1997. As
an offset to the decreased closing activity, the Company's average sales price
per unit has increased to $212,000 for the first nine months of fiscal 1998 from
$190,000 for the first nine months of 1997, an 11.6% increase.
The Company's decreased closings resulted in lower cost of sales for the first
nine months of fiscal 1998 of $107.8 million from $137.0 million for the first
nine months of fiscal 1997. The Company's actual gross margin decreased to 10.1%
for the first nine months of fiscal 1998 primarily as a result of the non-cash
charge discussed above. However, the Company's pro forma gross margin increased
to 16.3% for the first nine months of fiscal 1998, from 15.2% for the first nine
months of fiscal 1997, reflecting the Company's continued focus on higher margin
projects.
Selling, general and administrative expense decreased $4.4 million or 20.5% for
the first nine months of fiscal 1998, as compared to the first nine months of
fiscal 1997. As a percentage of revenue, selling, general and administrative
expense remained relatively stable at 13.2% for the first nine months of fiscal
1998, as compared to 13.3% for the first nine months of fiscal 1997. This
relationship is impacted positively by the Company's cost containment efforts
and adversely by the effect of lower revenues during the first nine months of
fiscal 1998.
12
<PAGE> 13
Minority interest expense was $286,000 for the first nine months of fiscal 1998,
compared to income of $149,000 for the first nine months of fiscal 1997. The
current period amount reflects the share of the New LLC profits attributable to
CHF for the period from October 1, 1997 through November 30, 1997.
Interest incurred was $14.6 million for the first nine months of fiscal 1998,
compared to $16.4 million for the first nine months of fiscal 1997. Interest
included in cost of sales was $9.5 million for the first nine months of fiscal
1998, compared to $12.7 million for the first nine months of fiscal 1997.
The Company has recorded an income tax benefit of $895,000 for the first nine
months of fiscal 1998. The benefit reflects the anticipated effective tax rate
for the full year.
The Company's net new orders decreased in units by 21.7% to 665 for the first
nine months of fiscal 1998, as compared to 849 for the corresponding period of
fiscal 1997. However, backlog value in terms of dollars was significantly
enhanced by higher average sales prices in the current year. The total value of
the Company's backlog increased by 57.1% to $139.2 million at November 30, 1997
from $88.6 million at November 30, 1996. The number of homes in backlog
increased to 451 homes at November 30, 1997 from 418 homes at November 30, 1996.
The Company's unit/lot closings and revenues for the first nine months of fiscal
1998 are segregated by region as follows:
<TABLE>
<CAPTION>
Unit/lot Closings Revenues
----------------- --------
<S> <C> <C>
California 175 $ 58.6 million
Texas 287 39.0 million
Nevada 127 21.1 million
Arizona 53 6.8 million
----- ------ -------
642 $125.5 million
===== ====== =======
</TABLE>
The unit/lot revenue figures for California include 4 homes and $1.9 million in
revenues on projects in unconsolidated joint ventures for the first nine months
of fiscal 1998.
LIQUIDITY AND FINANCIAL CONDITION
At the current time, all material financing transactions and arrangements are
incurred either by the New LLC or by certain newly formed project specific
entities. As of November 30, 1997, the New LLC has in place several credit
facilities totaling $163 million (the "Facilities") with various bank lenders
(the "Banks"). The Facilities are secured by liens on various completed or under
construction homes and lots held by the New LLC. Pursuant to the Facilities, the
New LLC is subject to certain covenants, which require, among other things, the
maintenance of a consolidated liabilities to net worth ratio, minimum liquidity,
minimum net worth and loss limitations, all as defined in the documents that
evidence the Facilities. At November 30, 1997, the New LLC was in compliance
with these covenants. The Facilities also define certain events that constitute
events of default. As of
13
<PAGE> 14
November 30, 1997, no such event had occurred. Commitment fees are payable
annually on some of the Facilities. Availability of funds under the Facilities
is subject to, among other things, the Indenture governing the New LLC's bond
obligations, specific loan-to-value factors, appraisal reports and satisfactory
underwriting by the banks on a project basis.
Homebuilding activity is being financed out of LLC cash, bank financing, and the
existing joint ventures, including joint ventures with institutional investors,
including CHF, the investor in the New LLC. The Company anticipates that it will
continue to utilize both third party financing and joint ventures to cover
financing needs in excess of internally generated cash flow.
Management 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 and to fund the New LLC's current development and homebuilding
activities for the reasonably foreseeable future.
BALANCE SHEET ITEMS
Cash and cash equivalents decreased to $5.8 million at November 30, 1997 from
$11.4 million at February 28, 1997 primarily due to the reduction in debt. The
level of cash and financing available is anticipated to be sufficient to meet
the New LLC's needs in the near term.
Real estate projects decreased from $233.6 million at February 28, 1997 to
$213.8 million at November 30, 1997. The decrease is due primarily to an
increase in the number of homes in unconsolidated joint ventures. It is expected
that the New LLC's investment in real estate projects will grow as the number of
construction starts and homes under construction increase due to the
availability of additional capital.
Notes payable have decreased from $73.5 million at February 28, 1997 to $37.5
million at November 30, 1997, due primarily to a reduction in number of
residential homes under construction, as well as the capital infusion discussed
above.
Accounts payable and accrued liabilities have decreased from $31.2 million at
February 28, 1997 to $17.2 million at November 30, 1997, due to a reduction in
number of homes under construction, as well as the capital infusion discussed
above.
14
<PAGE> 15
PART II - OTHER INFORMATION
Item 5 - Other Information
During the third quarter of fiscal 1998, the New LLC repurchased 1,015,000
shares of the Company's common stock which were issued to Roger Nix, the
previous owner of Durable, a wholly owned subsidiary of the Company operating in
Nevada, in connection with the Company's acquisition of Durable in 1993, and
distributed such shares to the Company and CHF in proportion to their respective
ownership percentages in the New LLC. Accordingly, 689,489 shares were
distributed to the Company and are being held as treasury stock. As a result,
the number of outstanding shares of the Company has been reduced from 14,995,000
to 14,305,511.
Effective as of November 10, 1997, Steven O. Spelman, Jr. was appointed as a
Vice President of the Company. Effective as of January 15, 1998, Mr. Spelman
will assume the position of Chief Financial Officer of the Company. Since 1984,
prior to joining the Company, Mr. Spelman worked with Arthur Andersen, LLP, most
recently as a Senior Audit and Business Advisory Manager. Also effective January
15, 1998, Marquis L. Cummings will resume his prior position as Vice President -
Finance. Management will propose to the Board of Directors of the Company that
Mr. Cummings also be appointed to the position of Treasurer.
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibit Number Description Method of Filing
-------------- ----------- ----------------
27 Financial Data Schedule Filed with this document
15
<PAGE> 16
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: January 14, 1998 BY: /s/ DALE DOWERS
------------------------------
Dale Dowers, President and
Chief Executive Officer
Date: January 14, 1998 BY: /s/ MARQUIS L. CUMMINGS
------------------------------
Marquis L. Cummings, Vice
President, Finance and Chief
Financial Officer
(Principal Financial Officer)
16
<PAGE> 17
EXHIBIT INDEX
Exhibit Number Description Method of Filing
-------------- ----------- ----------------
27 Financial Data Schedule Filed with this document
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<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> FEB-28-1998
<PERIOD-START> MAR-01-1997
<PERIOD-END> NOV-30-1997
<CASH> 5,763
<SECURITIES> 0
<RECEIVABLES> 5,702
<ALLOWANCES> 0
<INVENTORY> 213,843
<CURRENT-ASSETS> 12,824
<PP&E> 12,884
<DEPRECIATION> 4,688
<TOTAL-ASSETS> 247,078
<CURRENT-LIABILITIES> 17,188
<BONDS> 100,000
0
0
<COMMON> 1,500
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 247,070
<SALES> 128,792
<TOTAL-REVENUES> 128,792
<CGS> 107,837
<TOTAL-COSTS> 124,900
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 8,000
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (3,581)
<INCOME-TAX> (895)
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,686)
<EPS-PRIMARY> (.18)
<EPS-DILUTED> (.18)
</TABLE>
