<PAGE>
UNITED STATES
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 June 30, 2000
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period
from ___________ to _____________
Commission file number 0-19891
SCHULER HOMES, INC.
(Exact name of registrant as specified in its charter)
Delaware 99-0293125
(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
828 Fort Street Mall, Suite 400
Honolulu, Hawaii 96813-4321
(Address of principal executive offices) (Zip Code)
(808-521-5661)
(Registrant's telephone number, including area code)
Not Applicable
(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 reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES /X/ NO / /
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Outstanding at
Class of Common Stock July 31, 2000
--------------------- --------------
Common Stock, $.01 par value 20,100,946
1
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EXPLANATORY NOTE
This amendment is filed to correct a column alignment error caused by our
filing agent in the conversion to the Edgar format on one of the Company's
financial tables included under "Results of Operations" in "Item 2.
Management's Discussion and Analysis of Financial Condition and Results of
Operations" of the original filing. The table sets forth, for the periods
indicated, the percentage of the Company's revenues represented by each income
statement line item presented.
2
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Except for historical information contained herein, matters discussed
in Management's Discussion and Analysis of Financial Condition and Results of
Operations contain "forward-looking statements" within the meaning of the
Private Securities Litigation Act of 1995 that involve risks and uncertainties.
The Company's actual results may differ materially from the results discussed in
the forward-looking statements. Forward-looking statements are based on various
factors and assumptions that include risks and uncertainties, including, but not
limited to the closing and profitability of sales in backlog reported, the
market for homes generally and in areas where the Company operates, the
availability and cost of land, changes in economic conditions and interest
rates, increases in raw material and labor costs, consumer confidence,
government regulation, weather conditions and general competitive factors, all
or each of which may cause actual results to differ materially. In addition,
other factors that might cause such a difference include other risks detailed in
the Company's Annual Report on Form 10-K and other documents filed by the
Company with the Securities and Exchange Commission from time to time.
OVERVIEW
Schuler Homes, Inc. designs, constructs, markets and sells
single-family residences, townhomes and condominiums primarily to entry-level
and first-time move-up buyers. The Company operates in seven geographic markets:
Arizona, Colorado, Hawaii, Northern California, Oregon, Southern California and
Washington.
For the quarter ended June 30, 2000, revenues were $173.2 million and
operating income was $20.8 million, compared to revenues of $131.6 million and
operating income of $12.2 million during the second quarter last year. Net
income was $10.9 million ($0.54 per share basic and $0.51 per share diluted) for
the quarter ended June 30, 2000, compared to net income of $6.7 million ($0.34
per share basic and diluted) during the 1999 second quarter. Operating margins
were 12.0% of revenues in the second quarter of 2000 compared to 9.3% of
revenues in the second quarter of 1999. For the second quarter of 2000 compared
to the second quarter of 1999, revenues grew 31.6%, net income grew 63.3%, and
the number of units closed increased by 15.0% from 706 to 812.
The Company's 2000 financial results through June 30, 2000 benefited
from strength in the housing markets of many of the Company's mainland United
States divisions, in particular, Colorado, Northern California and Washington,
and higher revenues and operating results in the Hawaii division, offset in part
by a softness in Oregon's housing market and lower operating results in the
Company's Oregon division during the first half of 2000 as compared to the first
half of 1999. In particular, increased sales prices in many of the Company's
mainland markets, coupled with the closings of home sales in projects in which
land costs were lower than the cost at which land can be purchased today,
positively impacted the Company's profit margins during the second quarter of
2000. The Company believes it is possible that the upward trend in mortgage
interest rates could temper future sales price increases and result in lower
profit margins for the second half of the year than were achieved in the second
quarter of 2000.
In June 2000, the Company formed a wholly-owned subsidiary, Schuler
Mortgage, Inc., for the purpose of providing mortgage loans to its homebuyers.
Schuler Mortgage, Inc. plans to establish initial operations in Oregon and
Washington.
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RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, the percentage of the
Company's revenues represented by each income statement line item presented.
<TABLE>
<CAPTION>
Three months ended % Change in Dollar Amounts
June 30, from
2000 1999 1999 to 2000
------ ------ ------------
Home and lot sales
<S> <C> <C> <C>
Revenues 100.0% 100.0% 31.6%
Costs 77.0 79.4 27.5
Selling and commissions expense 5.8 6.4 21.3
Land sales
Revenues --- --- N/A
Costs --- --- N/A
----- -----
Total revenues 100.0% 100.0% 31.6
General and administrative expense 5.2 4.9 37.9
----- -----
Total costs and expenses 88.0 90.7 27.6
----- -----
Operating income 12.0 9.3 70.4
Income from unconsolidated joint ventures 0.2 0.2 25.0
Minority interest in pretax income of consolidated subsidiary (0.2) (0.1) 357.5
Other income (expense) (1.8) (1.1) 103.8
----- -----
Income before provision for income taxes 10.2 8.3 62.3
Provision for income taxes 3.9 3.2 61.4
----- -----
Net income 6.3% 5.1% 63.3
===== =====
</TABLE>
<TABLE>
<CAPTION>
Six months ended % Change in Dollar Amounts
June 30, from
2000 1999 1999 to 2000
------ ------ ------------
Home and lot sales
<S> <C> <C> <C>
Revenues 100.0% 100.0% 44.0%
Costs 78.1 79.0 42.4
Selling and commissions expense 5.8 6.4 31.2
Land sales
Revenues 100.0% --- N/A
Costs 67.0 --- N/A
----- -----
Total revenues 100.0% 100.0% 46.8
General and administrative expense 5.2 5.2 45.7
----- -----
Total costs and expenses 88.8 90.6 43.8
----- -----
Operating income 11.2 9.4 75.5
Income from unconsolidated joint ventures 0.3 0.2 221.4
Minority interest in pretax income of consolidated subsidiary (0.2) (0.1) 198.3
Other income (expense) (1.3) (1.3) 55.2
----- -----
Income before provision for income taxes 10.0 8.2 80.1
Provision for income taxes 3.8 3.2 81.0
----- -----
Net income 6.2% 5.0% 79.6
===== =====
</TABLE>
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REVENUES - HOME AND LOT SALES
The Company's Revenues - Home and Lot Sales for the quarter ended June
30, 2000 were approximately $173.2 million as compared to approximately $131.6
million during the quarter ended June 30, 1999. This represents an increase of
approximately $41.6 million or 31.6%. The increase in revenues reflects a larger
number of unit sales closed at higher average sales prices in the second quarter
of 2000 relative to the second quarter of 1999. The Company's average sales
price per unit increased to $228,000 during the 2000 second quarter (including
12 sales that closed prior to April 1, 2000 under the Company's "zero-down"
sales program, for which the second mortgages were sold during the 2000 second
quarter), an increase from an average sales price per unit during the 1999
second quarter of $193,000.
The Company's Revenues - Home and Lot Sales for the six months ended
June 30, 2000 were approximately $327.7 million as compared to approximately
$227.5 million during the six months ended June 30, 1999. This represents an
increase of approximately $100.2 million or 44.0%. The increase in revenues
reflects a larger number of unit sales closed at higher average sales prices in
the first half of 2000 relative to the first half of 1999. The Company's average
sales price per unit increased to $221,000 during the first six months of 2000,
an increase from an average sales price per unit during the 1999 first six
months of $191,000.
The following table sets forth the number of sales closed during the
three-month and six-month periods ended June 30, 2000 and 1999, which includes
100% of the sales closed at projects developed by the Company's joint ventures.
<TABLE>
<CAPTION>
Three months ended June 30, Six months ended June 30,
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Consolidated:
Colorado 430 360 853 656
Hawaii (1) 76 93 164 158
Northern California 73 60 151 83
Oregon 70 98 149 158
Washington (2) 100 71 155 128
---- ---- ----- -----
Total Consolidated 749 682 1,472 1,183
Unconsolidated Joint Ventures:
Colorado (3) 11 20 36 20
Hawaii (4) 17 4 23 11
Southern California (5) 35 -- 62 --
---- ---- ----- -----
Total 812 706 1,593 1,214
==== ==== ===== =====
</TABLE>
(1) Excludes 12 and 11 sales that closed prior to April 1, 2000 and January 1,
1999, respectively, under the Company's "zero-down" sales program, for
which the second mortgage notes were sold during the 2000 second quarter
and 1999 first quarter, respectively.
(2) Reflects 100% of the information with respect to Stafford Homes, in which
the Company acquired a 49% interest in July 1997. In January 1999, the
Company increased its ownership interest in Stafford Homes to 89%.
(3) Reflects 100% of the information with respect to the Company's 50%-owned
joint venture in Colorado.
(4) Reflects 100% of the information with respect to the Company's two 50%
owned joint ventures in Hawaii.
(5) Reflects 100% of the information with respect to the Company's 24.5% to
49%-owned joint ventures in Southern California.
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REVENUES - LAND SALES
Revenues - Land Sales were $6.2 million during the first quarter of
2000, resulting from the sale of a land parcel in Northern California. There
were no land sales during the second quarter of 2000. Generally, land sale
revenues will fluctuate with decisions to maintain or decrease the Company's
land ownership position in certain markets based upon the volume of its
holdings, the strength and number of competing developers entering particular
markets at given points in time, the availability of land markets served by the
Company and prevailing market conditions.
COSTS AND EXPENSES - HOME AND LOT SALES
Costs and Expenses - Home and Lot Sales represents the acquisition,
development and construction costs attributable to home sales closed.
Acquisition, development and construction costs include primarily land
acquisition costs, site work and land development costs, construction material
and labor costs, engineering and architectural costs, loan fees, interest, and
other direct and indirect costs attributable to development, project management
and construction activities.
Costs and Expenses - Home and Lot Sales increased from approximately
$104.6 million during the quarter ended June 30, 1999 to approximately $133.3
million during the same period in 2000, representing an increase of
approximately $28.7 million or 27.5%. This increase reflects a larger number of
units closed and related increased revenue during the second quarter of 2000
relative to the second quarter of 1999. As a percentage of related revenues,
Costs and Expenses - Home and Lot Sales decreased from 79.4% to 77.0%. This
decrease is primarily attributable to higher margins realized in Colorado,
Hawaii and Washington, offset by lower margins in Oregon resulting from the
softening experienced in its market due to slowing job growth.
Costs and Expenses - Home and Lot Sales increased from approximately
$179.8 million during the six months ended June 30, 1999 to approximately $256.0
million during the same period in 2000, representing an increase of
approximately $76.2 million or 42.4%. This increase reflects a larger number of
units closed and related increased revenue during the first half of 2000
relative to the first half of 1999. As a percentage of revenues, Costs and
Expenses - Home and Lot Sales decreased from 79.0% to 78.1%. This decrease is
primarily attributable to the same factors described for the second quarter in
the previous paragraph.
Total interest incurred during the quarters ended June 30, 2000 and
1999 was approximately $4.8 million and $4.5 million, respectively. Of the
amounts incurred, approximately $1.4 million and $657,000 was expensed currently
(included in Other Expense), in the second quarters of 2000 and 1999,
respectively, and the remaining interest incurred was capitalized to development
projects. Interest capitalized to projects is expensed through Costs and
Expenses - Home and Lot Sales as sales are closed and revenue is recognized in
the particular project. The amount of previously capitalized interest, which was
expensed through Costs and Expenses - Home and Lot Sales, totaled $4.3 million
and $4.4 million during the quarters ended June 30, 2000 and 1999, respectively.
Average debt outstanding was approximately $237.9 million and $231.3
million during the second quarters of 2000 and 1999, respectively. The Company's
average interest rate on its debt for the quarters ended June 30, 2000 and 1999
was approximately 8% and 7.8%, respectively. The Company's Notes Payable to
Banks bear interest based on prime or LIBOR. Changes in the prime or LIBOR rates
will affect the amount of interest being capitalized to inventory and
subsequently expensed through Costs and Expenses - Home and Lot Sales as sales
are closed and revenue is recognized.
COSTS AND EXPENSES - LAND SALES
Costs and Expenses - Land Sales represents the acquisition and, if any,
development costs attributable to the land parcel sold.
6
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COST AND EXPENSES - SELLING AND COMMISSIONS
Selling and commissions expense represents the selling and marketing
costs associated with the sale of homes. Such costs include commissions, sales
incentives offered to buyers, advertising costs, model and sales office costs
and other general sales and marketing costs.
Selling costs and commissions represented approximately 5.8% and 6.4%
of revenues from home and lot sales during the quarters ended June 30, 2000 and
1999, respectively. Selling costs and commissions represented approximately 5.8%
and 6.4% of Revenues - Home and Lot Sales during the six months ended June 30,
2000 and 1999, respectively. The reduction in selling and commission costs as a
percentage of revenues is a result of selling costs and commissions increasing
at a lesser rate than revenues.
COSTS AND EXPENSES - GENERAL AND ADMINISTRATIVE
General and Administrative Expenses include salaries, office and other
administrative costs. Indirect costs attributable to specific projects are
capitalized and deducted as part of Costs and Expenses - Home and Lot Sales.
General and Administrative Expenses increased by $2.5 million during
the second quarter of 2000 as compared to the same period in 1999, primarily due
to expansion at the Company's U. S. mainland divisions. As a percentage of
sales, General and Administrative Expenses increased from 4.9% during the
quarter ended June 30, 1999 to 5.2% during the quarter ended June 30, 2000. This
increase is a result of General and Administrative Expenses incurred at the new
Southern California and Arizona divisions, where home deliveries have not yet
commenced.
General and Administrative Expenses increased by $5.4 million or 45.7%
during the first half of 2000 as compared to the same period in 1999. As a
percentage of sales, General and Administrative Expense was 5.2% during both the
first half of 2000 and the first half of 1999.
INCOME FROM UNCONSOLIDATED JOINT VENTURES
Income from Unconsolidated Joint Ventures represents (i) the Company's
50% interest in the operations of two joint ventures in Hawaii, (ii) beginning
in the second quarter of 1999, the Company's 50% interest in its joint venture
in Colorado and (iii) beginning in the third quarter of 1999, the Company's
24.5% to 49% interest in joint ventures in Southern California.
MINORITY INTEREST IN PRETAX INCOME OF CONSOLIDATED SUBSIDIARY
Minority Interest in Pretax Income of Consolidated Subsidiary
represents the income relating to the 11% of Stafford not owned by the Company.
OTHER INCOME (EXPENSE)
Other Income (Expense) consists primarily of (i) interest incurred less
interest capitalized to inventory (interest expense), (ii) amortization of
financing fees, net of amounts capitalized to inventory, and (iii) amortization
of goodwill and covenants-not-to-compete; reduced by (iv) interest income. The
increase in Other Income (Expense) from the second quarter and first half of
1999 to the second quarter and first half of 2000, is primarily due to the
following: (i) the amortization of the unamortized balance of intangibles
associated with the Company's acquisition of certain assets of Keys Homes in
October, 1998 and (ii) the forgiveness by the Company of a portion of the note
receivable from the former owner of Keys Homes and former Oregon Division
President, who has relinquished his right to a percentage of profits of the
Oregon division. In addition, Other Income (Expense) increased due to a higher
amount of interest expensed rather than capitalized at the Oregon division,
resulting from a decrease in the amount of inventory under construction due to
the current softness in the Oregon real estate market conditions.
PROVISION FOR INCOME TAXES
The Company's effective income tax rate for the second quarters of 2000
and 1999 was approximately 38.3% and 38.5%, respectively.
7
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VARIABILITY OF RESULTS; OTHER FACTORS
The Company has experienced, and expects to continue to experience,
significant variability in sales and net income. Factors that contribute to
variability of the Company's results include: the timing of home closings, a
substantial portion of which historically have occurred in the last month of
each quarter; the Company's ability to continue to acquire additional land on
favorable terms for future developments; the condition of the real estate
markets and economies in which the Company operates; the cyclical nature of the
homebuilding industry and changes in prevailing interest rates; costs of
material and labor; and delays in construction schedules caused by timing of
inspections and approval by regulatory agencies, including zoning approvals and
receipt of entitlements, the timing of completion of necessary public
infrastructure, the timing of utility hookups and adverse weather conditions.
The Company's historical financial performance is not necessarily a meaningful
indicator of future results and, in general, the Company's financial results
will vary from development to development, geographic area to geographic area,
and from fiscal quarter to fiscal quarter.
Certain of the Company's currently planned projects as well as future
projects, particularly in Hawaii, are anticipated to be longer term in nature
than those developed in the past by the Company. The increased length of such
projects further exposes the Company to the risks inherent in the homebuilding
industry, including reductions in the value of land inventory.
The Company's recent expansion to markets on the mainland United States
further exposes the Company to risks inherent in those markets. For example, the
Company will encounter construction issues and risks such as expansive soils and
extreme seasonal weather conditions in Colorado (dissimilar to those encountered
in Hawaii).
The Company will continue to consider its expansion into additional
selected residential housing markets in the United States mainland and into
certain foreign countries and into other related industries. The Company has and
would consider the acquisition of or joint venture with an existing company, as
well as its own acquisition and development of homebuilding projects in certain
areas, in order to facilitate its expansion. No assurances can be given that the
Company will be able to successfully establish operations outside of its
existing markets or that such expansion will not adversely affect its results of
operations.
In addition, the Company believes that the market price of its common
stock may at times be adversely affected due to the Company's relatively small
size when compared to certain other publicly traded national homebuilding firms.
The Company further believes that the price of its common stock may be adversely
affected due to the relatively low trading volume for its shares.
Virtually all purchasers of the Company's homes finance their purchases
with mortgage financing from lenders. In general, housing demand is adversely
affected by increases in interest rates, unavailability of mortgage financing,
increasing housing costs and unemployment. The recent increase in mortgage
interest rates and any further increases in mortgage interest rates may
adversely affect the ability of prospective buyers to finance home purchases and
may adversely impact the Company's revenues, gross profit margins and net
income. The Company's homebuilding activities are also dependent upon the
availability and cost of mortgage financing for buyers of homes owned by
potential customers so those customers ("move-up buyers") can sell their homes
and purchase a home from the Company.
In developing a project, the Company must obtain the approval of
numerous governmental authorities regulating such matters as permitted land uses
and levels of density and the installation of utility services such as
electricity, water and waste disposal. The Company is also subject to local,
state and federal statutes and rules regulating environmental matters,
protection and preservation of archeological finds, worker safety, advertising,
consumer credit, zoning, building moratoriums, building design and density
requirements which limit the number of homes that can be built within a
particular project, and fees imposed to defray the cost of providing certain
governmental services to developing areas. These laws may result in delays,
cause the Company to incur substantial compliance costs and prohibit or severely
restrict development in certain regions or areas.
To varying degrees, certain permits and approvals are required to
complete the residential developments in progress
8
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or currently being planned by the Company. The ability of the Company to obtain
necessary approvals and permits for these projects is often beyond the Company's
control and could restrict or prevent the development of otherwise desirable
property. In addition, the continued effectiveness of permits already granted is
subject to factors such as changes in policies, rules and regulations and their
interpretation and application.
The Company may be subject to additional costs, delays or may be
precluded entirely from developing its projects because of government
regulations and legislative initiatives that could be imposed in the future due
to growth control initiatives or unforeseen health, safety, welfare,
archeological or environmental concerns. For example, currently proposed ballot
initiatives in Arizona and Colorado would, with a few exceptions, prohibit any
future subdivision or development of land outside of designated "growth areas."
The initiatives also would restrict the locations where growth areas would be
permitted. These initiatives, if passed, could have a significant adverse impact
on the Company's operations. The Company is closely monitoring these
initiatives.
BACKLOG
The Company's homes are generally offered for sale in advance of their
construction upon applicable regulatory approval and sold pursuant to standard
sales contracts. The Company's standard sales contract may be canceled by the
buyer at any time prior to closing. The Company does not recognize revenues on
homes covered by such contracts until the sales are closed. Homes covered by
such sales contracts are considered by the Company as its backlog.
The following table sets forth the Company's backlog for both homes and
residential lots at June 30, 2000 and 1999, which includes homes and lots sold
pursuant to the Company's "zero-down" sales program and 100% of the backlog
related to projects developed by the Company's unconsolidated joint ventures.
<TABLE>
<CAPTION>
June 30, 2000 June 30, 1999
------------- -------------
Aggregate Aggregate
Number Sales Value Number Sales Value
------ ----------- ------ -----------
Consolidated:
<S> <C> <C> <C> <C>
Colorado 551 $ 114,437,000 566 $ 101,660,000
Hawaii 73 21,997,000 87 23,890,000
Northern California 129 37,995,000 94 22,818,000
Oregon 73 10,245,000 100 16,285,000
Southern California 9 1,174,000 -- --
Washington 119 35,115,000 74 20,698,000
----- ------------- --- -------------
Total Consolidated 954 220,963,000 921 185,351,000
Unconsolidated Joint Ventures:
Colorado --- --- 54 9,372,000
Hawaii 26 2,874,000 4 432,000
Southern California 20 7,606,000 --- ---
----- ------------- --- -------------
Total 1,000 $ 231,443,000 979 $ 195,155,000
===== ============= === =============
</TABLE>
The average sales prices of the homes and lots comprising backlog for
consolidated projects at June 30, 2000 and 1999 were $232,000 and $201,000,
respectively. Due to the ability of buyers to cancel their sales contracts, no
assurances can be given that homes or residential lots in backlog will result in
actual closings.
LIQUIDITY AND CAPITAL RESOURCES
The Company uses its liquidity and capital resources to, among other
things, (i) support its operations including its inventories of land, home sites
and homes; (ii) provide working capital; (iii) fund market expansion, including
acquisitions, investments in and advances to joint ventures, and start-up
operations; and (iv) make interest and principal
9
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payments on outstanding debt.
CAPITAL RESOURCES
The Company anticipates continuing to acquire land for use in its
future homebuilding operations. The Company currently intends to acquire a
portion of the land inventories required in future periods through takedowns of
lots subject to option contracts entered into in prior periods and under new
option contracts. The use of option contracts lessens the Company's land-related
risks and improves liquidity. Because of increased demand for undeveloped,
partially developed and finished lots in certain of the markets where the
Company builds homes, the Company's ability to acquire lots using option
contracts has been reduced or has become more expensive.
The Company anticipates that it has adequate financial resources to
satisfy its current and near-term capital requirements based on its current
capital resources and additional liquidity available under existing credit
agreements. The Company believes that it can meet its long-term capital needs
(including, among other things, meeting future debt payments and refinancing or
paying off other long-term debt as it becomes due) from operations and external
financing sources, assuming that no significant adverse changes in the Company's
business, or general economic conditions, occur as a result of the various risk
factors, particularly increases in interest rates, described elsewhere herein
and in the Company's Annual Report on Form 10-K.
LINES OF CREDIT AND NOTES PAYABLE
On October 1, 1999, the Company increased its Revolving Credit Facility
with a consortium of banks from $120.0 million to $170.0 million. The Company
has a one-time option to reduce the amount of the facility by up to $30.0
million on an irrevocable basis, provided the facility has remained at $170.0
million for at least six months. The facility expires on July 1, 2002 and
includes an option for the lenders to extend the term for an additional year as
of July 1 of each year. The Company can select an interest rate based on either
LIBOR (1, 2, 3 or 6-month term) or prime for each borrowing. Based on the
Company's leverage and interest coverage ratios, as defined under the credit
agreement, the interest rate may vary from LIBOR plus 1.5% to LIBOR plus 2%, or
from prime plus 0% to prime plus 0.25%. The Revolving Credit Facility contains
covenants, including certain financial covenants, and also contains provisions,
which may, in certain circumstances, limit the amount the Company may borrow. At
July 31, 2000, and June 30, 2000, the Company had bank notes payable of
approximately $85.0 million and $70.0 million, respectively.
COMMITMENTS
At July 31, 2000, the Company has commitments to purchase parcels of
land for approximately $1.6 million. The Company expects to utilize a
combination of cash flow from operations and bank financing to purchase these
land parcels. The Company intends to consummate the purchases of these land
parcels during 2000. However, no assurances can be given that these purchases
will be completed.
In November 1998, the Company adopted a stock repurchase program to
reacquire up to an aggregate of $10 million of its outstanding common stock
through August 30, 1999 (subsequently extended through December 31, 2000). As of
June 30, 2000, the Company has repurchased 525,700 shares under the program at a
total cost of $3.7 million.
In connection with the acquisition of certain assets of a homebuilder
in July 1999 that established the new divisions in Southern California and
Arizona, the owners of the seller, who became officers of the new divisions,
will retain an interest in the profits of the two new divisions, until the
sooner of the occurrence of certain agreed upon events or December 31, 2004,
which may be extended to December 31, 2006.
The Company has no material commitments or off-balance sheet financing
arrangements that would tend to affect future liquidity. The Company believes
that cash flow from operations and borrowings under its credit facilities will
provide adequate cash to fund the Company's operations at least through 2000.
However, there can be no assurance that the Company will not require additional
financing within this time frame. The Company may need to raise additional funds
in order to support more rapid expansion, respond to competitive pressures,
acquire complementary businesses or respond to unanticipated requirements. The
Company may seek to raise additional funds through private or public sales of
debt or equity securities, bank debt, or otherwise. There can be no assurance
that such additional funding, if needed, will be available on terms attractive
to the Company, or at all.
10
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SCHULER HOMES, INC.
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 thereto duly authorized.
SCHULER HOMES, INC.
Date: November 21, 2000 By: /s/ James K. Schuler
---------------------------------------
James K. Schuler
Chairman of the Board,
President and Chief Executive Officer
(principal executive officer)
Date: November 21, 2000 By: /s/ Pamela S. Jones
---------------------------------------
Pamela S. Jones
Senior Vice President of Finance,
Chief Financial Officer and
Director (principal financial officer)
Date: November 21, 2000 By: /s/ Douglas M. Tonokawa
--------------------------------
Douglas M. Tonokawa
Vice President of Finance,
Chief Accounting Officer
(principal accounting officer)
11
