FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- ---- EXCHANGE ACT OF 1934
For the quarterly period ended July 31, 1997
----------------
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
---------- -----------
For Quarter Ended Commission file number 0-19633
--------- -------
ENGLE HOMES, INC.
- --------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
FLORIDA 59-2214791
- ------------------------------- ---------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
123 N.W. 13th Street
Boca Raton, Florida 33432
- ------------------------------- --------------------------------
(Address of principal executive offices) (Zip code)
(Registrant's telephone number, including area code) (561) 391-4012
----------------------
NONE
- --------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since
last report)
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 report(s), and (2) has been subject to filing requirements
for the past 90 days.
YES x NO
------ ------
Number of shares of common stock outstanding as of July 31, 1997: 6,930,328
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
<TABLE>
ENGLE HOMES, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(dollars in thousands)
<CAPTION>
July 31, October 31,
1997 1996
----------- -----------
(Unaudited)
<S> <C> <C>
ASSETS
CASH
Unrestricted $ 7,947 $ 18,262
Restricted 1,605 3,438
INVENTORIES 237,833 220,564
PROPERTY AND EQUIPMENT, net 2,663 3,599
OTHER ASSETS 15,966 19,956
GOODWILL 5,711 5,964
MORTGAGE LOANS HELD FOR SALE 8,989 13,006
--------- ----------
TOTAL ASSETS $ 280,714 $ 284,789
========= ==========
LIABILITIES
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES $ 15,779 $ 26,170
CUSTOMER DEPOSITS 9,218 12,004
BORROWINGS 87,235 82,117
SENIOR NOTES PAYABLE (including $4,840 to
related parties) 40,000 40,000
CONVERTIBLE SUBORDINATED NOTES 30,000 30,000
FINANCIAL SERVICES BORROWINGS 8,989 13,006
--------- ---------
TOTAL LIABILITIES $ 191,221 $ 203,297
--------- ---------
SHAREHOLDERS' EQUITY
PREFERRED STOCK, $.01 par, share authorized
1,000,000, none issued
COMMON STOCK, $.01 par, shares authorized
25,000,000; issued and outstanding 6,930,328
and 6,929,200, respectively 69 69
ADDITIONAL PAID-IN CAPITAL 47,839 48,523
RETAINED EARNINGS 41,585 32,900
--------- ---------
TOTAL SHAREHOLDERS' EQUITY 89,493 81,492
--------- ---------
$ 280,714 $ 284,789
========= =========
<FN>
See accompanying notes to condensed consolidated financial statements.
</FN>
</TABLE>
2
<TABLE>
ENGLE HOMES, INC. AND SUBSIDIARIES
Consolidated Statements of Income
(Unaudited)
(dollars in thousands, except per share data)
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
JULY 31, JULY 31,
--------------------- ---------------------
1997 1996 1997 1996
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
REVENUES
Sales of homes $ 103,079 $ 83,458 $ 296,758 $ 202,191
Sales of land 675 4,218 6,254 16,875
Rent and other 356 337 967 1,239
Financial services 3,015 2,381 8,374 6,128
--------- --------- --------- ---------
107,125 90,394 312,353 226,433
--------- --------- --------- ---------
COSTS AND EXPENSES
Cost of sales - homes 88,100 71,597 253,637 173,282
Cost of sales - land 635 3,737 5,693 14,909
Selling, marketing, general
and administrative 9,791 8,522 29,204 22,488
Depreciation and amortization 567 713 1,839 2,276
Financial services 2,176 1,835 6,507 4,878
--------- --------- --------- ---------
101,269 86,404 296,880 217,833
--------- --------- --------- ---------
INCOME BEFORE INCOME TAX 5,856 3,990 15,473 8,600
Provision for income taxes 2,254 1,516 5,957 3,268
--------- --------- --------- ---------
NET INCOME $ 3,602 $ 2,474 $ 9,516 $ 5,332
========= ========= ========= =========
Net income per share
Primary $ 0.52 $ 0.35 $ 1.37 $ 0.75
========= ========= ========= =========
Fully diluted $ 0.43 $ 0.30 1.14 0.66
========= ========= ========= =========
Shares used in earnings per
share calculations
Primary 6,963 7,120 6,963 7,120
Fully diluted 9,106 9,263 9,106 9,263
<FN>
See accompanying notes to condensed consolidated financial statements.
</FN>
</TABLE>
3
<TABLE>
ENGLE HOMES, INC. AND SUBSIDIARIES
Condensed Consolidated Statement of Shareholders' Equity
For the Nine Months Ended July 31, 1997
(Unaudited)
(in thousands)
<CAPTION>
COMMON STOCK ADDITIONAL
-------------- PAID-IN RETAINED
SHARES AMOUNT CAPITAL EARNINGS TOTAL
------ ------ ---------- --------- ---------
<S> <C> <C> <C> <C> <C>
Amounts at
October 31, 1996 6,929 $ 69 $ 48,523 $ 32,900 $ 81,492
Net Income for the
Nine Months Ended
July 31, 1997 9,516 9,516
Dividends to
Shareholders (831) (831)
Distribution in
connection with
land purchase (694) (694)
Common stock issued
in connection with
employee stock bonus
plan 1 10 10
------ ------ ---------- --------- ---------
Amounts at
July 31, 1997 6,930 $ 69 $ 47,839 $ 41,585 $ 89,493
====== ====== ========== ========= =========
<FN>
See accompanying notes to condensed consolidated financial statements.
</FN>
</TABLE>
4
<TABLE>
ENGLE HOMES, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(dollars in thousands)
<CAPTION>
NINE MONTHS ENDED
JULY 31,
----------------------
1997 1996
---------- ----------
<S> <C> <C>
NET CASH REQUIRED BY OPERATING
ACTIVITIES $ (13,538) $ ( 9,572)
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES
Net (acquisitions) dispositions of
property and equipment (363) 11,456
---------- ----------
Net cash (required) provided by
investing activities (363) 11,456
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in borrowings 47,510 58,505
Repayment of borrowings (42,399) (58,358)
Distribution to shareholders (1,525) (831)
---------- ----------
Net cash provided (required) by
financing activities 3,586 (684)
---------- ----------
NET (DECREASE) INCREASE IN CASH (10,315) 1,200
CASH AT BEGINNING OF PERIOD 18,262 9,143
---------- ----------
CASH AT END OF PERIOD $ 7,947 $ 10,343
========== ==========
<FN>
See accompanying notes to condensed consolidated financial statements.
</FN>
</TABLE>
5
ENGLE HOMES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
NOTE 1 BASIS OF PRESENTATION AND BUSINESS
These statements do not contain all information required by generally
accepted accounting principles that are included in a full set of financial
statements. In the opinion of management, the accompanying unaudited condensed
consolidated financial statements reflect all adjustments necessary to present
fairly the financial position of Engle Homes, Inc. and subsidiaries ("the
Company") at July 31, 1997 and results of its operations and its cash flows
for the period then ended and period ended July 31, 1996. These unaudited
condensed consolidated financial statements should be read in conjunction with
the audited financial statements and notes contained in the Company's Form 10-K
for the year ended October 31, 1996. Results of operations for this period are
not necessarily indicative of results to be expected for the full year.
Income per share has been computed using the weighted average number of
common shares outstanding. Such computations are further adjusted for fully
diluted purposes by assuming conversion of the $30,000,000 7% Convertible
Subordinated Notes (the "Convertible Subordinated Notes") and elimination of
related interest incurred during the period, resulting in an increase in net
income after taxes of $857,000 and $346,000 for the nine months and three months
ended July 31, 1997, respectively.
Engle Homes, Inc. and subsidiaries are engaged principally in construction
and sale of residential homes and land development in Florida; Dallas, Texas;
Denver, Colorado; Raleigh, North Carolina; Atlanta, Georgia; Phoenix, Arizona;
Virginia and Maryland. Ancillary products and services to its residential
homebuilding include land sales to other builders, origination and sale of
mortgage loans, and title transfer services. The consolidated financial
statements include the accounts of the Company and all subsidiaries. All
significant intercompany balances and transactions have been eliminated in
consolidation.
<TABLE>
NOTE 2 INVENTORIES (dollars in thousands)
<CAPTION>
July 31, October 31,
1997 1996
--------- -----------
<S> <C> <C>
Land and improvements for residential homes
under development $ 182,798 $ 163,840
Residential homes under construction 53,255 54,944
Land zoned for commercial development 1,780 1,780
--------- ---------
$ 237,833 $ 220,564
========= =========
</TABLE>
6
<TABLE>
NOTE 3 CAPITALIZATION OF INTEREST (dollars in thousands)
Included in inventory is the following:
<CAPTION>
For the Three Months For the Nine Months
Ended July, 31 Ended July, 31
-------------------- --------------------
1997 1996 1997 1996
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Interest capitalized,
beginning of period $ 16,800 $ 16,202 $ 16,821 $ 13,092
Interest incurred and
capitalized 3,811 3,450 11,626 11,042
Amortized to cost of sales (3,873) (3,162) (11,709) (7,644)
--------- --------- --------- ---------
Interest capitalized, end
of period $ 16,738 $ 16,490 $ 16,738 $ 16,490
========= ========= ========= =========
</TABLE>
NOTE 4 SHAREHOLDERS' EQUITY
On May 14, 1997, the Company declared a cash dividend of $.04 per
share to shareholders of record on June 6, 1997, which was paid on
June 26, 1997.
On December 6, 1994, the Company purchased land for approximately $3.0
million and issued 250,000 of restricted shares of Common Stock with a minimum
guaranteed price of $12.00 per share. The Company's guarantee expires at the
rate of one percent (1%) of the Company's outstanding Common Stock per three
month period following the initial two year restriction period. For the nine
months ended July 31,1997, the Company has paid $694,000 to the shareholder
in accordance with the stock price guarantee.
7
Part 1 - Item II
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
General
<TABLE>
The following table sets forth for the periods indicated certain items of
the Company's financial statements expressed as a percentage of the Company's
total revenues:
<CAPTION>
For the Three For the Nine
Months Ended Months Ended
July 31, July 31,
----------------- -----------------
1997 1996 1997 1996
------ ------ ------ -------
<S> <C> <C> <C> <C>
Total Revenues 100.0% 100.0% 100.0% 100.0%
Costs of home construction and
land sales 82.8 83.3 83.0 83.1
Selling, marketing, general and
administrative expense 9.1 9.4 9.3 9.9
Income before taxes 5.5 4.4 5.0 3.8
</TABLE>
<TABLE>
Backlog
Sales of the Company's homes are generally made pursuant to a standard
contract which requires a down payment of up to 10% of the sales price. The
contract includes a financing contingency which permits the customer to cancel
in the event mortgage financing at prevailing interest rates (including
financing arranged by the Company) is unobtainable within a specified period,
typically four to six weeks. The Company includes an undelivered home sale in
its backlog upon execution of the sales contracts and receipt of the down
payment. Revenue is recognized only upon the closing and delivery of a home.
The Company estimates that the average period between the execution of a
purchase agreement for a home and delivery is approximately six months. The
following table sets forth the Company's backlog for the periods indicated:
<CAPTION>
July 31,
(dollars in thousands)
1997 1996
---------------- ----------------
Units Dollars Units Dollars
----- --------- ----- ---------
<S> <C> <C> <C> <C>
South Florida 389 88,300 594 $ 132,900
Orlando 165 32,200 182 34,900
Tampa 71 11,600 46 6,600
Texas 55 9,200 89 14,400
Denver 98 19,400 127 23,100
Virginia/Maryland 49 12,500 60 12,800
North Carolina 10 2,200 59 11,600
Arizona 13 2,700
----- --------- ------ ---------
TOTAL 850 $ 178,100 1,157 $ 236,300
===== ========= ====== =========
</TABLE>
8
The decrease in unit backlog at July 31, 1997 was due in part to a 20%
increase in homes closed during the three months ended July 31, 1997. Unit
closings increased to 519 from 434 for the current quarter compared to the same
period in fiscal year 1996. The Company is operating in 86 subdivisions at
July 31, 1997, compared to 83 subdivisions at July 31, 1996.
Result of Operations:
Three Months Ended July 31 1997 compared to July 31, 1996.
The Company's revenues from home sales for the quarter ended
July 31, 1997 increased $19.6 million (or 23.5%) compared to the same period
in fiscal 1996. The number of homes delivered increased 19.6% (to 519 from 434)
and the average selling price of homes delivered increased 4.7% (to $199,000
from $190,000). The increase of revenues and homes delivered is primarily
attributable to a higher velocity of home deliveries in backlog during the
quarter ended July 31, 1997. Management believes that changes in the average
selling price of homes delivered from period to period are attributable to
discrete factors at each of its subdivisions, including product mix and premium
lot availability, and cannot be predicted for future periods with any degree of
certainty.
The Company's revenues from land sales decreased approximately $3.5 million
during the three months ended July 31 1997, as compared to the same period
in fiscal 1996, primarily as a result of a decrease in commercial and multi-
family land sales at Pembroke Falls, a master-planned community in South
Florida.
Cost of home sales increased $16.5 million (or 23.0%) compared to the
quarter ended July 31, 1996 primarily due to the related increase in home
sale revenues. Cost of home sales as a percentage of home sales decreased to
85.5% from 85.8% as a result of the product mix of homes delivered.
The Company's selling, marketing, general and administrative ("S,G&A")
expenses increased $1.3 million (or 14.8%) during the three months ended
July 31, 1997, as compared to the corresponding fiscal 1996 period, primarily
due to selling and marketing expenses associated with the increased number of
homes delivered during the period and an increase in selling expenditures
related to an increase in the number of residential subdivisions. S,G&A
expenses as a percentage of total revenues for the three months ended
July 31, 1997 decreased to 9.1% compared to 9.4%, due to economies of scales
based on the Company's increase in total revenues.
Primarily as a result of an increase in home sales revenues, net income
increased by $1.1 million in the three months ended July 31, 1997 from the
comparable period in fiscal 1996.
Nine Months Ended July 31, 1997 versus July 31, 1996.
The Company's revenues from home sales increased approximately $94.6
million (or 46.8%) during the nine months ended July 31, 1997 as compared to
the same period in fiscal 1996 as a result of an increase in the number of
homes delivered (to 1473 from 1053). The average selling price of homes
increased to $201,000 from $192,000. The cost of home sales increased
approximately $80.4 million (or 46.4%) during the nine months ended July 31,
1997 as compared to the same period in fiscal 1996, primarily due to the related
increase in home sales. Cost of home sales as a percentage of home sales
revenues for the nine months ended July 31, 1997 decreased .2% (to 85.5% from
85.7%). The decrease in gross margin was primarily the result of the product
mix of homes delivered.
9
Management believes that changes in the average selling price of homes
delivered from period to period are attributable to discrete factors at each
of its subdivisions, including product mix and premium lot availability, and
cannot be predicted for future periods with any degree of certainty.
The Company's revenues from land sales decreased approximately $10.6
million during the nine month period ended July 31, 1997 as compared to the same
period in fiscal 1996 primarily as a result of a decrease in commercial land
sales at Pembroke Falls, a master-planned community in South Florida.
The Company's selling, marketing, general and administrative ("S,G&A")
expenses increased approximately $6.7 million (or 29.8%) during the nine months
ended July 31, 1997, as compared to the corresponding fiscal 1996 period,
primarily due to selling and marketing expenses associated with increased
number of homes delivered during the period. S,G&A expenses as a percentage
of total revenues decreased to 9.4% in fiscal 1997 from 9.9% during the
comparable period in fiscal 1996, primarily due to general and administrative
costs decreasing as a percentage of sales.
Primarily as a result of an increase in home sales revenues and
financial services income, which include Preferred Home Mortgage Company and
Universal Land Title, Inc., net income increased by approximately $4.2 million
for the nine months ended July 31, 1997 from the comparable period in fiscal
1996.
Liquidity and Capital Resources
The Company's financing needs depend upon its construction volume, asset
turnover and land acquisitions. The Company has financed and expects to
continue to finance, its working capital needs through funds generated by
operations and borrowings. Funds for future land acquisitions and construction
costs are expected to be provided primarily by cash flows from operations and
future borrowing as permitted under the Company"s loan agreements. At
July 31, 1997, the Company had outstanding bank borrowings of $87.2 million
under its various revolving lines of credit, and had available additional
borrowings of $15.5 million. The Company believes that amounts generated from
operations and such additional borrowings will provide adequate funds to
finance its homebuilding activities and meet its debt service requirements.
On August 29, 1996, the Company entered into two separate secured
revolving credit facilities of $75 million and $48 million. NationsBank,
N.A. (South) as agent, and Guaranty Federal Bank F.S.B., as participant,
provided the Company with a $75 million secured revolving credit agreement for
acquisition, development and construction financing, maturing August 26, 1999,
for properties in Florida, Texas, Colorado, Virginia and Maryland. In addition,
the Company entered into a $48 million secured revolving credit agreement
maturing April 15,1999 with SunTrust, South Florida, N.A. The facility
provides for acquisition, development and construction financing for the
Company's Florida projects.
Preferred Home Mortgage Company ("PHMC") has a warehouse line of credit in
the amount of $18.0 million which is guaranteed by the Company. At July 31,
1997, PHMC had outstanding borrowings of $9.0 million pursuant to such credit
line from origination of mortgage loans. The Company believes that such
credit line is sufficient to meet the current needs of its mortgage company.
Land Acquisition and Construction Financing. The Company is continually
exploring opportunities to purchase parcels of land for its homebuilding
operations and is, at any given time, in various stages of proposing, offering,
and negotiating the acquisition of various parcels, whether outright
10
or through options. During the nine months ended July 31, 1997, the Company
increased land inventories approximately $17.0 million to provide land for
continued growth.
The Company has increased its land development activities due to Pembroke
Falls and anticipated demand. The Company expects to pursue additional land
acquisition and development opportunities in the future. However, the Company's
ability to undertake significant additional projects is expected to depend in
part upon the availability of financing on satisfactory terms. To date,
the Company has not had any significant difficulties in securing acquisition,
development and construction financing and, except with respect to major land
acquisitions, management believes that such financing will continue to be
available on satisfactory terms. However, there can be no assurance that
sufficient financing on satisfactory terms will continue to be available.
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995
The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for forward-looking statements. Certain information included in this
Report and other such Company filings (collectively, "SEC filings") under the
Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as
amended (as well as information communicated orally or in writing between the
dates of such SEC filings) contains or may contain information that is forward
looking, related to subject matter such as national and local economic
conditions, the effect of governmental regulation on the Company, the
competitive environment in which the Company operates, changes in interest
rates, home prices, availability and cost of land for future growth,
availability of working capital and the availability and cost of labor and
materials. Such forward looking information involves important risks and
uncertainties that could significantly affect expected results. These risks
and uncertainties are addressed in this and other SEC filings.
11
Part II - Other Information
Item 1-5 Not applicable.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
Exhibit 11. Statement Regarding Computation of Per Share Earnings.
12
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.
ENGLE HOMES, INC.
-----------------
(Registrant)
Date: AUGUST 19, 1997 \s\ ALEC ENGELSTEIN
- ------------------------ ------------------------
Alec Engelstein
Chief Executive Officer
Date: AUGUST 19, 1997 \s\ DAVID SHAPIRO
- ------------------------ ------------------------
David Shapiro
Chief Financial Officer
13
<TABLE>
ENGLE HOMES, INC. AND SUBSIDIARIES
EXHIBIT 11
STATEMENT REGARDING COMPUTATION OF EARNINGS PER SHARE
(dollars in thousands, except per share data)
<CAPTION>
July 31, 1997
-------------------------------
For the Three For the Nine
Months Ended Months Ended
-------------- --------------
<S> <C> <C>
FULLY DILUTED EARNINGS PER SHARE
Computation for Statement of Income
Reconciliation of net income to amount used
for fully diluted computation in statement
of income:
Net income per statement of income $ 3,602 $ 9,516
Interest on 7% convertible debentures
reflected in cost of sales,
net of tax effect (a) 346 857
----------- -----------
Net income, adjusted $ 3,948 $10,373
=========== ===========
Reconciliation of weighted average number of
shares outstanding to amount used for fully
diluted computation in statement of income:
Weighted average number of shares outstanding 6,930 6,930
Weighted average shares issuable from assumed
exercise of 7% convertible debentures 2,143 2,143
Dilutive effect from assumed exercised of
stock options 33 33
Additional dilutive effect of price guarantee
on shares issued for acquisition of land
----------- -----------
Weighted average number of common shares
as adjusted 9,106 9,106
----------- -----------
Fully diluted earnings per share 0.43 1.14
=========== ===========
<FN>
(a) Interest incurred on the 7% convertible debentures is capitalized to
inventory and amortized through costs of sales. The interest add back
represents the current year amortization of capitalized interest.
</FN>
</TABLE>
14
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> OCT-31-1997
<PERIOD-END> JUL-31-1997
<CASH> 9,552
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 237,833
<CURRENT-ASSETS> 0
<PP&E> 2,663
<DEPRECIATION> 0
<TOTAL-ASSETS> 280,714
<CURRENT-LIABILITIES> 0
<BONDS> 157,235
0
0
<COMMON> 69
<OTHER-SE> 89,424
<TOTAL-LIABILITY-AND-EQUITY> 280,714
<SALES> 303,012
<TOTAL-REVENUES> 312,353
<CGS> 259,330
<TOTAL-COSTS> 259,330
<OTHER-EXPENSES> 37,550
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 15,473
<INCOME-TAX> 5,957
<INCOME-CONTINUING> 9,516
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 9,516
<EPS-PRIMARY> 1.37
<EPS-DILUTED> 1.14
</TABLE>
