<PAGE>
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 June 30, 2000
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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
--------------------- --------------
$.01 par value 20,100,946
<PAGE>
SCHULER HOMES, INC.
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Independent Accountants' Review Report ..................... 3
Consolidated Balance Sheets - June 30, 2000 and
December 31, 1999 .................................... 4
Consolidated Statements of Income - Three and six months
ended June 30, 2000 and 1999 ........................ 5
Consolidated Statements of Cash Flows - Six
months ended June 30, 2000 and 1999 ................. 6
Notes to Consolidated Financial Statements ................ 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations .........10
PART II. OTHER INFORMATION .........................................18
SIGNATURES ...................................................................20
2
<PAGE>
INDEPENDENT ACCOUNTANTS' REVIEW REPORT
The Board of Directors and Stockholders
Schuler Homes, Inc.
We have reviewed the accompanying interim consolidated balance sheet of Schuler
Homes, Inc. as of June 30, 2000, and the related consolidated statements of
income for the three-month and six-month periods ended June 30, 2000 and 1999,
and the consolidated statements of cash flows for the six-month periods ended
June 30, 2000 and 1999. These financial statements are the responsibility of the
Company's management.
We conducted our reviews in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data, and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, which will be performed
for the full year with the objective of expressing an opinion regarding the
financial statements taken as a whole. Accordingly, we do not express such an
opinion.
Based on our reviews, we are not aware of any material modifications that should
be made to the accompanying interim consolidated financial statements referred
to above for them to be in conformity with generally accepted accounting
principles. See Note 1.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of Schuler Homes, Inc. as of December
31, 1999, and the related consolidated statements of operations, stockholders'
equity, and cash flows for the year then ended (not presented herein) and in our
report dated March 14, 2000, we expressed an unqualified opinion on those
consolidated financial statements. In our opinion, the information set forth in
the accompanying consolidated balance sheet as of December 31, 1999, is fairly
stated, in all material respects, in relation to the consolidated balance sheet
from which it has been derived.
ERNST & YOUNG LLP
Honolulu, Hawaii
August 11, 2000
3
<PAGE>
SCHULER HOMES, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
JUNE 30, 2000 DECEMBER 31, 1999
------------- -----------------
(unaudited)
ASSETS
<S> <C> <C>
Cash and cash equivalents (restricted-Note 1) ................................... $ 6,478,000 $ 6,673,000
Real estate inventories (Note 2) ................................................ 459,108,000 436,305,000
Investments in unconsolidated joint ventures .................................... 9,620,000 8,346,000
Deferred income taxes ........................................................... 2,821,000 2,362,000
Intangibles, net (Note 3) ....................................................... 14,047,000 15,506,000
Other assets (Note 3) ........................................................... 25,672,000 21,274,000
------------- -------------
Total assets .................................................................... $ 517,746,000 $ 490,466,000
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable ................................................................ $ 36,513,000 $31,819,000
Accrued expenses ................................................................ 20,387,000 19,041,000
Notes payable to banks (Note 4) ................................................. 70,000,000 78,183,000
Notes payable to others ......................................................... 10,627,000 2,409,000
9% senior notes due 2008 ........................................................ 98,750,000 98,671,000
6-1/2% convertible subordinated debentures due 2003 ............................. 57,500,000 57,500,000
------------- -------------
Total liabilities ............................................................... 293,777,000 287,623,000
Commitments and contingencies (Notes 4 and 5)
Minority interest in consolidated subsidiary .................................... 2,212,000 1,695,000
Stockholders' equity (Note 6):
Common stock, $.01 par value; 30,000,000 shares authorized;
21,400,646 and 21,371,825 shares issued at June 30, 2000
and December 31, 1999, respectively ...................................... 214,000 214,000
Additional paid-in capital .................................................. 96,186,000 96,038,000
Retained earnings ........................................................... 134,074,000 113,482,000
Treasury stock, at cost; 1,299,700 and 1,278,400 shares at June 30, 2000
and December 31, 1999, respectively ...................................... (8,717,000) (8,586,000)
------------- -------------
Total stockholders' equity. ..................................................... 221,757,000 201,148,000
------------- -------------
Total liabilities and stockholders' equity. ..................................... $ 517,746,000 $ 490,466,000
============= =============
</TABLE>
See accompanying notes.
4
<PAGE>
SCHULER HOMES, INC.
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30,
2000 1999 2000 1999
(unaudited) (unaudited)
Revenues:
<S> <C> <C> <C> <C>
Home and lot sales ...................... $ 173,184,000 $ 131,623,000 $ 327,716,000 $ 227,516,000
Land sales .............................. -- -- 6,204,000 --
------------- ------------- ------------- -------------
Total revenues ....................... 173,184,000 131,623,000 333,920,000 227,516,000
Costs and expenses:
Home and lot sales ...................... 133,319,000 104,580,000 255,983,000 179,794,000
Land sales .............................. -- -- 4,155,000 --
Selling and commissions ................. 10,158,000 8,373,000 19,060,000 14,522,000
General and administrative ............... 8,948,000 6,488,000 17,332,000 11,895,000
------------- ------------- ------------- -------------
Total costs and expenses ............. 152,425,000 119,441,000 296,530,000 206,211,000
------------- ------------- ------------- -------------
Operating income ............................ 20,759,000 12,182,000 37,390,000 21,305,000
Income from unconsolidated joint ventures ... 330,000 264,000 1,083,000 337,000
Minority interest in pretax income of
consolidated subsidiary ................. (366,000) (80,000) (516,000) (173,000)
Other income (expense) (Notes 3 and 4) ...... (3,069,000) (1,506,000) (4,450,000) (2,867,000)
------------- ------------- ------------- -------------
Income before provision for income taxes 17,654,000 10,860,000 33,507,000 18,602,000
Provision for income taxes (Note 7) ......... 6,754,000 4,184,000 12,915,000 7,136,000
------------- ------------- ------------- -------------
Net income ................................. $ 10,900,000 $ 6,676,000 $ 20,592,000 $ 11,466,000
============= ============= ============= =============
Net income per share: (Note 8)
Basic ....................................... $ 0.54 $ 0.34 $ 1.02 $ 0.57
============= ============= ============= =============
Diluted ..................................... $ 0.51 $ 0.34 $ 0.97 $ 0.57
============= ============= ============= =============
</TABLE>
See accompanying notes.
5
<PAGE>
SCHULER HOMES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30,
2000 1999
------------- -------------
(unaudited)
OPERATING ACTIVITIES:
<S> <C> <C>
Net income ...................................................................... $ 20,592,000 $ 11,466,000
Adjustments to reconcile net income to net cash provided by (used in)
operating activities:
Depreciation and amortization expense ...................................... 3,713,000 2,061,000
Income distribution received from unconsolidated joint ventures in excess of
income recognized (income from unconsolidated joint ventures recognized
in excess of income distribution received) .............................. 605,000 (239,000)
Principal payments of notes receivable ..................................... 643,000 658,000
Forgiveness of note receivable ............................................. 480,000 --
Minority interest .......................................................... 516,000 173,000
Changes in assets and liabilities, net of effects of purchase of additional 40%
interest in Stafford:
(Increase) decrease in real estate inventories ............................... (15,364,000) (25,867,000)
(Increase) decrease in other assets .......................................... (4,912,000) (534,000)
Increase (decrease) in accounts payable ...................................... 4,694,000 5,564,000
Increase (decrease) in accrued expenses ...................................... 1,461,000 3,208,000
Change in deferred income taxes .............................................. (459,000) 402,000
------------- -------------
Net cash provided by (used in) operating activities ...................... 11,969,000 (3,108,000)
INVESTING ACTIVITIES:
Purchase of additional 40% interest in Stafford, net of cash acquired ........... -- (4,227,000)
Acquisition of certain assets of Keys Homes ..................................... -- (1,000,000)
Advances to unconsolidated joint ventures ....................................... (1,688,000) (123,000)
Repayments of advances to unconsolidated joint ventures ......................... 301,000 885,000
Investments in unconsolidated joint ventures .................................... (971,000) --
Capital distributions from unconsolidated joint ventures ........................ 481,000 659,000
Purchase of furniture, fixtures, and equipment .................................. (1,338,000 (771,000)
------------- -------------
Net cash provided by (used in) investing activities ...................... (3,215,000) (4,577,000)
FINANCING ACTIVITIES:
Proceeds from bank borrowings ................................................... 120,419,000 138,291,000
Principal payments on bank borrowings ........................................... (128,602,000) (95,656,000)
Principal payments on notes payables to others .................................. (1,133,000) (1,412,000)
Refinancing of Stafford's debt .................................................. -- (29,378,000)
Advance to affiliate (Note 3) .................................................. -- (1,000,000)
Repayment of advances to affiliates (Note 3) .................................... 270,000 --
Net decrease in discount on issuance of senior notes ............................ 79,000 79,000
Proceeds from issuance of common stock from exercise of stock options ........... -- 64,000
Proceeds from issuance of common stock under Employee Stock Purchase Plan ....... 149,000 165,000
Reacquisition of the Company's common stock ..................................... (131,000) (2,969,000)
------------- -------------
Net cash provided by (used in) financing activities ..................... (8,949,000) 8,184,000
------------- -------------
Increase (decrease) in cash ..................................................... (195,000) 499,000
Cash and cash equivalents (restricted) at beginning of period ................... 6,673,000 4,915,000
------------- -------------
Cash and cash equivalents (restricted) at end of period ......................... $ 6,478,000 $ 5,414,000
============= =============
</TABLE>
See accompanying notes.
6
<PAGE>
SCHULER HOMES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. General
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form
10-Q and Article 10 of Regulation S-X. Accordingly, they do not include
all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion
of management, all adjustments (consisting of normal recurring
adjustments) considered necessary for a fair presentation have been
included.
These financial statements should be read in conjunction with the Notes
to Consolidated Financial Statements for the year ended December 31,
1999 contained in the Company's 1999 annual report on Form 10-K.
The Company has experienced, and expects to continue to experience,
significant variability in quarterly sales and net income. The results
of any interim period are not necessarily indicative of the results
that can be expected for the entire year.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ
from those estimates.
Included in Cash and Cash Equivalents at June 30, 2000 is a restricted
amount of $1,080,000, which primarily represents a collection allowance
resulting from the sale of second mortgage notes and accounts
restricted for certain development costs.
2. Real Estate Inventories
Inventories which are substantially completed are carried at the lower
of cost or fair value less cost to sell. Fair value is determined by
applying a risk adjusted discount rate to estimates of future cash
flows. In addition, land held for future development or inventories
under current development are adjusted to fair value, only if an
impairment to their value is indicated.
The estimates of future cash flows require significant judgment
relating to the level of sales prices, rate of new home sales, amount
of marketing costs and price discounts needed in order to stimulate
sales, rate of increase in the cost of building materials and labor,
introduction of building code modifications, and economic and real
estate market conditions in general. Accordingly, there exists at any
date, a reasonable possibility that changes in estimates will occur in
subsequent periods.
Real estate inventories at June 30, 2000 consist of the following:
<TABLE>
<S> <C>
Unimproved land held for future development ......................... $ 49,480,000
Development projects in progress .................................... 375,862,000
Completed inventory (including lots held for sale) .................. 33,766,000
-------------
$ 459,108,000
==============
</TABLE>
Completed inventory includes residential units which are substantially
ready for occupancy.
During the six months ended June 30, 2000, the purchase price for
certain of the land parcels purchased by the Company included notes
payable to land sellers in the aggregate amount of $9,351,000.
9
<PAGE>
3. Related Party Transactions
During the quarter ended June 30, 2000, $1,443,000 of Other Income
(Expense) represented (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. Included
in Other Assets at June 30, 2000, is the remaining note receivable
balance of approximately $351,000, which is due in August 2000.
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. In connection with the acquisition, the Company issued 400,000
shares of its common stock. In addition, the Company provided a loan to
the seller in the amount of $4,810,000, which balance at June 30, 2000
was $4,406,000 and is included in Other Assets. The loan is due on
December 31, 2004 and bears interest at 7%. Accrued interest receivable
relating to the loan was approximately $180,000 at June 30, 2000.
From time to time, the Company engages the law firm in which a director
of the Company is a partner. During the quarter ended June 30, 2000, no
legal fees to such firm were incurred by the Company.
4. Notes Payable to Banks
On October 1, 1999, the Company increased its Revolving Credit Facility
with a consortium of banks from $120,000,000 to $170,000,000. The
Company has a one-time option to reduce the amount of the facility by
up to $30,000,000 on an irrevocable basis, provided the facility has
remained at $170,000,000 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, 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 Company's ability to draw upon its line of credit is
dependent upon meeting certain financial ratios and covenants. As of
June 30, 2000, the Company met such financial ratios and covenants.
The Company entered into two interest rate swaps. One swap requires the
Company to pay a fixed rate of 5.75% on $30,000,000, while receiving in
return an interest payment at a floating one-month LIBOR. However, if
the one-month LIBOR resets at or above 7%, the swap reverses for that
payment period and no interest payments are exchanged. This interest
rate swap terminates on August 1, 2003. The second swap, which became
effective on August 9, 1999 and terminates on August 9, 2002, requires
the Company to pay interest at a floating one month LIBOR on
$30,000,000, while receiving in return an interest payment at a fixed
rate of 6.31%. The interest rate differential on these swaps to be
received or paid is recognized during the period as an adjustment to
interest incurred.
Notes Payable to Banks at June 30, 2000 consist of borrowings under
its credit facilities. At June 30, 2000, the Company's bank
borrowings were at interest rates of prime (9.5%) and LIBOR plus
1.5% (8.2%). At June 30, 2000, $100,000,000 of the Company's line of
credit is unused, of which $5,472,000 is restricted for outstanding
but unused letters of credit.
The interest amounts in this paragraph relate to Notes Payable to
Banks, Notes Payable to Others, Senior Notes and the Convertible
Subordinated Debentures. The Company paid interest of approximately
$5,903,000 during the quarter ended June 30, 2000. Interest incurred
during the quarter ended June 30, 2000 was approximately $4,752,000.
All of such interest was capitalized to real estate inventories except
for $1,433,000, which was expensed (included in Other Income (Expense))
and not capitalized, as such interest did not meet the requirements for
capitalization. Interest, previously capitalized to real estate
inventories, expensed as a component of cost of sales during the
quarter ended June 30, 2000 totaled $4,250,000.
10
<PAGE>
5. Commitments and Contingencies
At June 30, 2000, the Company had under contract to purchase for
approximately $1,600,000, land for residential development.
In April 1996, the Company was served with a purported class action
complaint by owners of units and the Association of Owners of Fairway
Village at Waikele alleging, among other things, material construction
defects and deficiencies, misrepresentations regarding the cost of
insurance and breach of a covenant of good faith and fair dealing.
Following the Courts' denial of a class certification request, a second
action involving other homeowners at Fairway Village advancing the same
claims was initiated. While the Company believed the claims to be
largely without merit, during April 1999, a settlement agreement was
entered into by the Company, third party defendants, insurance carriers
and all of the plaintiffs in both lawsuits, except for the owners of
three units. The owners of two of the three units subsequently settled
in late 1999, bringing an end to the initial suit. The one remaining
plaintiff in the second action settled in April 2000. The settlement
amounts incurred by the Company are not material to its financial
condition. Remediation for the certain units called for under the
settlement agreements has been substantially completed. The cost of
such work was not material to the Company's financial condition.
The Company is also from time to time involved in routine litigation or
threatened litigation arising in the ordinary course of its business.
Such matters, if decided adversely to the Company, would not, in the
opinion of management, have a material adverse effect on the financial
condition of the Company.
6. Stockholders' Equity
During April 2000, options to purchase 61,000 shares of common stock
were granted.
In November 1998, the Company adopted a stock repurchase program to
reacquire up to an aggregate of $10,000,000 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 $3,718,000.
7. Income Taxes
During the three months ended June 30, 2000, the Company made income
tax payments of $12,600,000.
8. Net Income Per Share
Basic net income per share for the quarter and six months ended June
30, 2000 were computed using the weighted average number of common
shares outstanding during the periods of 20,100,946 and 20,099,277,
respectively. Basic net income per share for the quarter and six months
ended June 30, 1999 were computed using the weighted average number of
common shares outstanding during the periods of 19,899,338 and
19,967,070, respectively.
Diluted net income per share for the three and six month periods ended
June 30, 2000 was computed by adding to net income the interest expense
of $720,000 and $1,374,000 (net of related income taxes) which is
applicable to convertible subordinated debentures, and dividing by
22,734,936 and 22,733,267, respectively, which represents the weighted
average number of shares assuming conversion of all convertible
subordinated debentures. The computation of diluted net income per
share for the quarter and six months ended June 30, 1999 resulted in
amounts greater than the basic net income per share. Accordingly, the
basic net income per share is also presented as the diluted net income
per share.
11
<PAGE>
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.
12
<PAGE>
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
1999 2000 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
1999 2000 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>
13
<PAGE>
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.
14
<PAGE>
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.
15
<PAGE>
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.
16
<PAGE>
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
17
<PAGE>
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
18
<PAGE>
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.
19
<PAGE>
SCHULER HOMES, INC.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
In April 1996, the Company was served with a purported class action
complaint by owners of units and the Association of Owners of Fairway
Village at Waikele alleging, among other things, material construction
defects and deficiencies, misrepresentations regarding the cost of
insurance and breach of a covenant of good faith and fair dealing.
Following the Courts' denial of a class certification request, a second
action involving other homeowners at Fairway Village advancing the same
claims was initiated. While the Company believed the claims to be
largely without merit, during April 1999, a settlement agreement was
entered into by the Company, third party defendants, insurance carriers
and all of the plaintiffs in both lawsuits, except for the owners of
three units. The owners of two of the three units subsequently settled
in late 1999, bringing an end to the initial suit. The one remaining
plaintiff in the second action settled in April 2000. The settlement
amounts incurred by the Company are not material to its financial
condition. Remediation for the certain units called for under the
settlement agreements has been substantially completed. The cost of
such work was not material to the Company's financial condition.
The Company is also from time to time involved in routine litigation or
threatened litigation arising in the ordinary course of its business.
Such matters, if decided adversely to the Company, would not, in the
opinion of management, have a material adverse effect on the financial
condition of the Company.
Items 2 and 3. Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
(a) The Company held an Annual Meeting of Stockholders on May 22, 2000.
(b) At the Annual Meeting of Stockholders, the following matters were voted
upon:
(1) Election of Directors For a three-year term ending 2003:
Pamela S. Jones Martin T. Hart
--------------- --------------
Affirmative votes: 18,386,762 18,386,562
Withhold authority: 70,830 71,030
Continuing Directors:
James K. Schuler
Michael T. Jones
Bert T. Kobayashi, Jr.
Thomas A. Bevilacqua
20
7
<PAGE>
(2) A proposal to adopt the 2000 Incentive Bonus Plan.
Affirmative votes: 17,409,376
Negative votes: 74,518
Abstain: 1,900
Broker non-vote: 971,798
(3) A proposal to ratify the selection of Ernst & Young LLP as
independent auditors for fiscal year 2000.
Affirmative votes: 18,441,842
Negative votes: 12,200
Abstain: 3,550
Item 5. Not applicable.
Item 6. Exhibits and Reports on Form 8-K.
(a)Exhibits.
Exhibit
Number Document Description
------ --------------------
10.1 Schuler Homes, Inc. Deferred Compensation Plan for
Directors and Key Employees, effective July 1, 2000,
dated June 1, 2000, and related Trust Agreement,
dated June 8, 2000.
27 Financial Data Schedule.
(b)Reports on Form 8-K. There were no reports on Form 8-K for the
quarter ended June 30, 2000.
21
<PAGE>
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: August 11, 2000 By: /s/ James K. Schuler
---------------------------------------
James K. Schuler
Chairman of the Board,
President and Chief Executive Officer
(principal executive officer)
Date: August 11, 2000 By: /s/ Pamela S. Jones
---------------------------------------
Pamela S. Jones
Senior Vice President of Finance,
Chief Financial Officer and
Director (principal financial officer)
Date: August 11, 2000 By: /s/ Douglas M. Tonokawa
--------------------------------
Douglas M. Tonokawa
Vice President of Finance,
Chief Accounting Officer
(principal accounting officer)
22
