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 April 30, 1998
----------------
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 April 30, 1998: 11,146,955
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
<TABLE>
ENGLE HOMES, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(dollars in thousands)
<CAPTION>
April 30, October 31,
1998 1997
----------- -----------
(Unaudited)
<S> <C> <C>
ASSETS
CASH
Unrestricted $ 18,031 $ 15,565
Restricted 1,501 981
INVENTORIES 337,826 230,108
PROPERTY AND EQUIPMENT, net 3,630 2,623
OTHER ASSETS 19,725 18,979
GOODWILL 5,460 5,627
MORTGAGE LOANS HELD FOR SALE 19,576 14,529
--------- ----------
TOTAL ASSETS $ 405,749 $ 288,412
========= ==========
LIABILITIES
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES $ 23,706 $ 21,167
CUSTOMER DEPOSITS 9,877 7,472
BORROWINGS 59,298 82,064
SENIOR NOTES PAYABLE (including
$4,840 to related parties) 140,000 40,000
CONVERTIBLE SUBORDINATED NOTES 30,000
FINANCIAL SERVICES BORROWINGS 19,576 14,529
--------- ---------
TOTAL LIABILITIES $ 252,457 $ 195,232
--------- ---------
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 11,146,955
and 6,931,693, respectively 111 69
ADDITIONAL PAID-IN CAPITAL 102,841 47,852
RETAINED EARNINGS 50,340 45,259
--------- ---------
TOTAL SHAREHOLDERS' EQUITY 153,292 93,180
--------- ---------
$ 405,749 $ 288,412
========= =========
<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 SIX MONTHS ENDED
APRIL 30, APRIL 30,
--------------------- ---------------------
1998 1997 1998 1997
--------- --------- -------- ---------
<S> <C> <C> <C> <C>
REVENUES
Sales of homes $ 116,162 $ 96,750 $ 195,352 $ 193,679
Sales of land 3,004 5,337 10,365 5,579
Rent and other 662 352 1,168 611
Financial services 4,515 2,681 7,867 5,359
--------- --------- --------- ---------
124,343 105,120 214,752 205,228
--------- --------- --------- ---------
COSTS AND EXPENSES
Cost of sales - homes 99,194 82,697 165,029 165,537
Cost of sales - land 2,708 4,820 9,333 5,058
Selling, marketing, general
and administrative 12,635 9,919 22,731 19,413
Depreciation and amortization 706 604 1,235 1,272
Financial services 3,053 2,081 5,668 4,331
--------- --------- --------- ---------
118,296 100,121 203,996 195,611
--------- --------- --------- ---------
INCOME BEFORE INCOME TAX 6,047 4,999 10,756 9,617
Provision for income taxes 2,328 1,925 4,141 3,703
--------- --------- --------- ---------
INCOME BEFORE EXTRAORDINARY ITEM 3,719 3,074 6,615 5,914
Loss on extinguishment of debt,
net of income taxes (212) (810)
--------- --------- --------- ---------
NET INCOME $ 3,507 $ 3,074 $ 5,805 $ 5,914
========= ========= ========= =========
Net income per share
Basic $ 0.35 $ 0.75
Diluted $ 0.34 $ 0.74
Basic - extraordinary item $ (0.02) $ (0.09)
Diluted - extraordinary item $ (0.02) $ (0.09)
Basic $ 0.33 $ 0.44 $ 0.66 $ 0.85
Diluted $ 0.32 $ 0.36 $ 0.65 $ 0.71
Shares used in earnings per
share calculations
Basic 10,634 6,929 8,769 6,929
Diluted 10,837 9,105 8,964 9,105
<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 Six Months Ended April 30, 1998
(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, 1997 6,932 $ 69 $ 47,852 $ 45,259 $ 93,180
Net Income for the
Six Months Ended
April 30, 1998 5,805 5,805
Dividends to
Shareholders (724) (724)
Issuance of
common stock 3,105 31 39,472 39,503
Common stock issued in
connection with
conversion of debt 1,100 11 15,391 15,402
Common stock issued
in connection with
employee stock bonus
plan 3 40 40
Common stock issued
in connection with
exercise of stock
options 7 86 86
------ ------ ---------- -------- --------
Amounts at
April 30, 1998 11,147 $ 111 $ 102,841 $ 50,340 $153,292
====== ====== ========== ======== ========
<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>
SIX MONTHS ENDED
APRIL 30,
---------------------
1998 1997
--------- ---------
<S> <C> <C>
NET CASH REQUIRED BY OPERATING
ACTIVITIES $ (94,424) $ ( 5,013)
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Net (acquisitions) dispositions of
property and equipment (1,864) 276
--------- ---------
Net cash (required) provided by
investing activities (1,864) 276
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in borrowings 108,136 25,872
Repayment of borrowings (130,902) (27,551)
Proceeds from issuance of senior notes 97,625
Redemption of subordinated bonds (14,970)
Proceeds from issuance common stock 39,503
Distribution to shareholders (724) (554)
Proceeds from exercise of stock options 86
Distribution in connection
with land purchase (498)
--------- ---------
Net cash provided (required) by
financing activities 98,754 (2,731)
--------- ---------
NET INCREASE (DECREASE) IN CASH 2,466 (7,468)
CASH AT BEGINNING OF PERIOD 15,565 18,262
--------- ---------
CASH AT END OF PERIOD $ 18,031 $ 10,794
========= =========
<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 April 30, 1998 and results of its operations and its cash flows
for the period then ended and period ended April 30, 1997. 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, 1997. Results of operations for this period are
not necessarily indicative of results to be expected for the full year.
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>
April 30, October 31,
1998 1997
--------- -----------
<S> <C> <C>
Land and improvements for residential homes
under development $ 262,086 $ 182,279
Residential homes under construction 74,456 46,049
Land zoned for commercial development 1,284 1,780
--------- ----------
$ 337,826 $ 230,108
========= =========
</TABLE>
6
<TABLE>
NOTE 3 CAPITALIZATION OF INTEREST (dollars in thousands)
Included in inventory is the following:
<CAPTION>
For the Three Months For the Six Months
Ended April 30 Ended April 30,
-------------------- ------------------
1998 1997 1998 1997
------- ------- ------- -------
<S> <C> <C> <C> <C>
Interest capitalized,
beginning of period $16,201 $17,379 $16,378 $16,821
Interest incurred and
capitalized 4,304 3,662 8,277 7,815
Amortized to cost of sales-homes (3,588) (3,715) (6,648) (7,282)
Amortized to cost of sales-land (300) (526) (1,390) (554)
------- ------- ------- -------
Interest capitalized, end
of period $16,617 $16,800 $16,617 $16,800
======= ======= ======= =======
</TABLE>
NOTE 4 SHAREHOLDERS' EQUITY
On February 17, 1998, the Company declared a cash dividend of $.04 per
share to shareholders of record on March 2, 1998, which was paid on
March 25, 1998.
On October 17, 1997, the Company announced the early redemption of $15.0
million of its 7% Convertible Subordinated Debentures due 2003. On November 18,
1997, the Company redeemed approximately $14.6 million aggregate principal
amount of the debentures. The Company established a $15.0 million short term
unsecured credit facility to fund this redemption. During the first quarter
ending January 31, 1998, $570,000 of the 7% Convertible Subordinated Notes were
converted by the holders into approximately 41,000 shares of Common Stock.
During the three months ended April 30, 1998, the remaining 14.8 million of the
debentures were converted into approximately 1.1 million shares of common stock.
In February 1998, the Company received net proceeds of approximately $137.1
million from the sale of 3.1 million shares of common stock and $100 million
principal amount of 9.25% Senior Notes due 2008. Proceeds from these offerings
were used to repay existing indebtedness and for general corporate purposes.
7
<TABLE>
NOTE 5 EARNINGS PER SHARE (dollars in thousands except per share data)
<CAPTION>
During the first quarter of fiscal 1998, the Company adopted Statement of
Financial Accounting Standards (SFAS) No. 128, "Earnings per Share." As a
result, all previously reported earnings per share data has been restated to
conform with SFAS No. 128. Basic and diluted earnings per share are calculated
as follows:
For the Three Months For the Six Months
Ended April 30, Ended April 30,
1998 1997 1998 1997
------- ------- ------- -------
<S> <C> <C> <C> <C>
Basic:
Net income $ 3,507 $ 3,074 $ 5,805 $ 5,914
Weighted average number of
shares outstanding 10,634 6,929 8,769 6,929
Basic earnings per share 0.33 0.44 0.66 0.85
Diluted:
Net income $ 3,507 $ 3,074 $ 5,805 $ 5,914
Interest on 7% convertible
debentures reflected in cost
of sales, net of tax effect 248 510
------- ------- ------- -------
Net income applicable to
diluted common shares $ 3,507 $ 3,322 $ 5,805 $ 6,424
======= ======= ======= =======
Weighted average number of
common shares outstanding 10,634 6,929 8,769 6,929
Weighted average shares
issuable from assumed
exercise of 7% convertible
debentures 2,143 2,143
Options to acquire common stock 203 3 195 3
Other common stock equivalents 30 30
------- ------- ------- -------
Diluted weighted average
common shares outstanding 10,837 9,105 8,964 9,105
------- ------- ------- -------
Diluted earnings per share 0.32 0.36 $ 0.65 $ 0.71
======= ======= ======= =======
</TABLE>
8
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 Six
Months Ended Months Ended
April 30, April 30,
----------------- -----------------
1998 1997 1998 1997
------ ------- ------ -------
<S> <C> <C> <C> <C>
Total Revenues 100.0% 100.0% 100.0% 100.0%
Costs of home construction and
land sales 82.0 83.3 81.2 83.0
Selling, marketing, general and
administrative expense 10.2 9.4 10.6 9.5
Income before taxes 4.9 4.8 5.0 4.6
</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>
April 30,
(dollars in thousands)
1998 1997
---------------- ----------------
Units Dollars Units Dollars
----- --------- ----- ---------
<S> <C> <C> <C> <C>
South Florida 356 72,300 490 $ 109,800
Orlando 300 56,200 187 34,800
West Coast Florida 201 33,900 54 9,000
Texas 163 24,700 52 8,800
Denver 169 33,900 96 18,400
Virginia/Maryland 73 19,400 35 8,800
North Carolina 19 3,700 18 4,100
Atlanta 8 1,200 0 0
Arizona 155 32,800 0 0
----- --------- ------ ---------
TOTAL 1,444 $ 278,100 932 $ 193,700
===== ========= ====== =========
</TABLE>
9
The increase in unit backlog at April 30, 1998 was due to a record 1,055
new homes sales during the three months ended April 30, 1998. This represents
a 95% increase in the number of new home sales contracts signed, when compared
with 541 contracts in the quarter ended April 30, 1997. The Company is
currently marketing 82 subdivisions at April 30, 1998, compared to 71
subdivisions at April 30, 1997, including 18 subdivisions in South Florida; 16
in Central Florida; 12 in West Coast Florida; 11 in Denver, CO; 7 in Dallas,
TX; 6 in Virginia and Maryland; 3 in Raleigh, North Carolina; 6 in Phoenix,
Arizona and 3 in Atlanta, Georgia.
Result of Operations:
Three Months Ended April 30, 1998 compared to April 30, 1997.
The Company's revenues from home sales for the quarter ended April 30, 1998
increased $19.4 million (or 20%) compared to the same period in fiscal 1997.
The number of homes delivered increased 32.4% (to 617 from 466) and the average
selling price of homes delivered decreased 9.6% (to $188,000 from $208,000).
The increase of revenues and homes delivered is primarily attributable to a
higher velocity of homes delivered in backlog during the three months ended
April 30, 1998 compared with the prior-year period. 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 $2.3 million
during the three months ended April 30, 1998, as compared to the same period
in fiscal 1997, primarily as a result of a decrease in commercial land sales at
Pembroke Falls, a master-planned community in South Florida.
Cost of home sales increased $16.5 million (or 19.9%) compared to the
quarter ended April 30, 1997 primarily due to the related increase in home
sale revenues. Cost of home sales as a percentage of home sales decreased to
85.4% from 85.5% as a result of the product mix of homes delivered.
The Company's selling, marketing, general and administrative ("S,G&A")
expenses increased approximately $2.7 million (or 27.4%) during the three months
ended April 30, 1998, as compared to the corresponding fiscal 1997 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
April 30, 1998 increased to 10.2% compared to 9.4%, primarily due to an
increase in selling expenditures related to an increase in the number of
residential subdivisions.
Primarily as a result of an increase in revenues, net income before
extraordinary item increased by $645,000 in the three months ended April 30,
1998 from the comparable period in fiscal 1997.
Six Months Ended April 30, 1998 compared to April 30, 1997.
The Company's revenues from home sales for the six months ended
April 30, 1998 increased $1.7 million (or .9%) compared to the same period in
fiscal 1997. The number of homes delivered increased 5.7% (to 1008 from 954)
and the average selling price of homes delivered decreased 4.4% (to $194,000
from $203,000). The increase of revenues and homes delivered is primarily
10
attributable to a higher velocity of homes delivered in backlog during the six
months ended April 30, 1998 compared with the prior year period. 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 increased approximately $4.8 million
during the six months ended April 30, 1998, as compared to the same period
in fiscal 1997, primarily as a result of an increase in commercial land sales
at Pembroke Falls, a master-planned community in South Florida.
Cost of home sales decreased $500,000 (or .3%) compared to the same period
in fiscal 1997 primarily due to the product mix in home sale revenues. Cost of
home sales as a percentage of home sales were comparable for the six months
ended April 30, 1998 and the same period in fiscal year 1998.
The Company's selling, marketing, general and administrative ("S,G&A")
expenses increased approximately $3.3 million (or 17.1%) during the six months
ended April 30, 1998, as compared to the corresponding fiscal 1997 period,
primarily due to selling and marketing expenses associated with the increased
number of residential subdivisions and increased general and administrative
expenses associated with payroll costs. S,G&A expenses as a percentage of total
revenues for the six months ended April 30, 1998 increased to 10.6% compared to
9.5%, primarily due to the increased selling costs related to increase number
of residential subdivisions for the period as compared to the prior year.
Primarily as a result of the increase in revenues, net income before
extraordinary item increased by 700,000 in the six months ended April 30, 1998
from the comparable period in fiscal 1997.
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 bank credit facilities.
At April 30, 1998, the Company had outstanding $17.9 million of purchase
money mortgages and bank borrowings of $41.4 million under its various
revolving lines of credit, and had available additional borrowings of $61.5
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 for fiscal year 1998.
The Company has two primary credit agreements (the "Agreements") with
various lending institutions which provided for a combined $130.0 million
collateralized revolving line of credit. Borrowings under these Agreements
bear interest at rates ranging from LIBOR plus 2.50% to prime plus .25% at the
Company's election. Available borrowings under the Agreements are limited to
certain percentages of finished lots, construction costs, land and land under
development. The Company is currently in discussions with a group of banks to
obtain an unsecured revolving credit facility to be used for working capital
and general corporate purposes. If obtained, the new facility would be used
to replace all of the Company's existing lines of credit, other than its
warehouse line of credit.
11
On October 17, 1997, the Company announced the early redemption of $15.0
million of its 7% Convertible Subordinated Debentures due 2003. On November 18,
1997, the Company redeemed approximately $14.6 million aggregate principal
amount of the debentures. The Company established a $15.0 million short term
unsecured credit facility to fund this redemption. During the three months
ended April 30, 1998 the Company converted 14.8 million of the debentures into
approximately 1.1 million shares of common stock.
In February 1998, the Company received net proceeds of approximately $137.1
million from the sale of 3.1 million shares of common stock and $100 million
principal amount of 9.25% Senior Notes due 2008. Proceeds from these offerings
were used to repay existing indebtedness and for general corporate purposes.
Preferred Home Mortgage Company ("PHMC") has a warehouse line of credit in
the amount of $23.0 million which is guaranteed by the Company. At April 30,
1998, PHMC had outstanding borrowings of $19.6 million pursuant to such credit
line from origination of mortgage loans. The Company is currently negotiating
a $25 million warehouse line of credit to meet the future 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, making
offers for, and negotiating the acquisition of various parcels, whether
outright or through options. During the six months ended April 30, 1998, the
Company increased land inventories approximately $79.8 million to provide land
for continued growth.
The Company has increased its land development and construction activities
in response to current and anticipated demand and 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.
12
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.
Part II - Other Information
Item 1-3 Not applicable.
Item 4. Submission of Matters to a vote of Security Holders.
The 1998 Annual Meeting of Shareholders of Engle Homes, Inc. was
held on April 20, 1998. Matters voted upon at the meeting:
1. Election of Board of Directors. Persons being elected:
Votes Votes Votes Broker
Nominees For Against Withheld Non-Votes
----------------- ----------- -------- -------- ---------
Alec Englestein 10,364,549 - 31,425 -
Harry Englestein 10,364,549 - 31,425 -
John A. Kraynick 10,364,549 - 31,425 -
David Shapiro 10,364,549 - 31,425 -
Ron Korn 10,364,549 - 31,425 -
Henry Fishkind 10,364,549 - 31,425 -
Alan Shulman 10,364,549 - 31,425 -
2. Proposal to approve amendments to the Company's 1991 Stock Option
Plan:
Votes Votes Votes Broker
For Against Withheld Non-Votes
--------- --------- -------- ---------
8,793,780 1,596,893 5,301 -
13
3. Proposal to approve 1997 Performance Bonus Plan (As Amended and
Restated Effective as of January 1, 1998):
Votes Votes Votes Broker
For Against Withheld Non-Votes
--------- --------- -------- ---------
9,053,676 1,336,598 5,700 -
Item 5. Not applicable
Item 6. Not applicable
14
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: MAY 15, 1998 \s\ ALEC ENGELSTEIN
- ------------------------ ------------------------
Alec Engelstein
Chief Executive Officer
Date: MAY 15, 1998 \s\ DAVID SHAPIRO
- ------------------------ ------------------------
David Shapiro
Chief Financial Officer
15
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> OCT-31-1998
<PERIOD-END> APR-30-1998
<CASH> 19,532
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 337,826
<CURRENT-ASSETS> 0
<PP&E> 3,630
<DEPRECIATION> 0
<TOTAL-ASSETS> 405,749
<CURRENT-LIABILITIES> 0
<BONDS> 218,874
0
0
<COMMON> 111
<OTHER-SE> 153,181
<TOTAL-LIABILITY-AND-EQUITY> 405,749
<SALES> 205,717
<TOTAL-REVENUES> 214,752
<CGS> 174,362
<TOTAL-COSTS> 174,362
<OTHER-EXPENSES> 29,634
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 10,756
<INCOME-TAX> 4,141
<INCOME-CONTINUING> 6,615
<DISCONTINUED> 0
<EXTRAORDINARY> 810
<CHANGES> 0
<NET-INCOME> 5805
<EPS-PRIMARY> .66
<EPS-DILUTED> .65
</TABLE>
