Securities and Exchange Commission
Washington D.C. 20549
FORM 11-K
[ X ] Annual Report Pursuant to Section 15 (d) of the Securities Exchange Act
of 1934 For the Fiscal Year Ended December 31, 1996.
[ ] 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 0-22562
<TABLE>
<CAPTION>
CROSSMANN COMMUNITIES, INC.
<S> <C>
INDIANA 35-1880120
- ---------------------------------------- ---------------------------
(State of incorporation) (I.R.S. Identification No.)
9202 NORTH MERIDIAN STREET
INDIANAPOLIS, IN 46260
- ---------------------------------------- ---------------------------
(Address of principal executive offices) (Zip Code)
(317) 843-9514
- ----------------------------------------
(Telephone number)
</TABLE>
A. Full title of plan and the address of the plan, if different from that of
the issuer named below:
CROSSMANN COMMUNITIES, INC.
401 (K) PROFIT SHARING PLAN
Registration No. 333-05147
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
CROSSMANN COMMUNITIES, INC.
401(K) Profit Sharing Plan
9202 North Meridian Street, Suite 300
Indianapolis, Indiana 46260
<PAGE>
REQUIRED INFORMATION
FINANCIAL STATEMENTS:
A list of the required financial statements filed as part of this Form 11-K is
set forth on page 3. The consent of Deloitte & Touche LLP to the
incorporation by reference of these financial statements into Crossmann
Communities, Inc. Form S-8 Registration Statement relating to the Plan
(Registration No. 333-05147) is set forth as Exhibit I hereto.
CROSSMANN COMMUNITIES, INC.
401(K) PROFIT SHARING PLAN
Financial Statements as of December 31, 1996 and 1995
and for the year ended December 31, 1996, Supplemental
Schedules as of and for the Year Ended December 31, 1996
and Independent Auditor's Report
<PAGE>
CROSSMANN COMMUNITIES, INC. 401 (K) PROFIT SHARING PLAN
<TABLE>
<CAPTION>
TABLE OF CONTENTS
<S> <C>
Page
INDEPENDENT AUDITOR'S REPORT 3
FINANCIAL STATEMENTS:
Statements of Assets Available for Benefits as of December 31, 1996 and 1995 4
Statements of Changes in Assets Available for Benefits for the Year Ended December 31, 1996 5
Notes to Financial Statements 6
SUPPLEMENTAL SCHEDULES*
Item 27 (a) - Schedule of Assets Held for Investment Purposes as of December 31, 1996 13
Item 27 (d) - Schedule of Reportable Transactions for the Year Ended December 31, 1996 14
</TABLE>
* Schedules not filed herewith are omitted because of the absence of the
conditions under which they are required by the Department of Labor's Rules
and Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974.
INDEPENDENT AUDITORS' REPORT
To the Plan Administrator and the participants of the
Crossmann Communities, Inc. 401(k) Profit Sharing Plan:
We have audited the accompanying statements of assets available for benefits
of the Crossmann Communities, Inc. 401(k) Profit Sharing Plan (the "Plan") as
of December 31, 1996 and 1995, and the related statement of changes in assets
available for benefits for the year ended December 31, 1996. These financial
statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the assets available for benefits of the Plan as of
December 31, 1996 and 1995, and the changes in assets available for benefits
for the year ended December 31, 1996 in conformity with generally accepted
accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules listed in
the table of contents are presented for the purpose of additional analysis and
are not a required part of the basic financial statements, but are
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. These schedules are the responsibility of the Plan's
management. The supplemental schedules have been subjected to the auditing
procedures applied in our audit of the 1996 basic financial statements and, in
our opinion, are fairly stated in all material respects when considered in
relation to the 1996 basic financial statements taken as a whole.
DELOITTE & TOUCHE LLP
Indianapolis, Indiana
June 20, 1997
CROSSMANN COMMUNITIES, INC. 401(K) PROFIT SHARING PLAN
<TABLE>
<CAPTION>
STATEMENTS OF ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1996 AND 1995
<S> <C> <C>
1996 1995
----------- ---------
ASSETS
INVESTMENTS, at fair value:
Cash -0- $ 5
Short term investment funds $ 171,446 -0-
Mutual funds 946,028 235,263
Equities 66,198 -0-
Participant loans 12,429 -0-
Guaranteed Investment Contracts Fund -0- 157,208
----------- ---------
Total investments 1,196,101 392,476
----------- ---------
RECEIVABLES:
Participant contributions 69,522 62,183
Employer profit sharing contributions 341,024 322,510
Employer matching contributions 50,810 40,472
Rollovers -0- 6,228
----------- ---------
Total receivables 461,356 431,393
----------- ---------
TOTAL ASSETS 1,657,457 823,869
LIABILITIES
Refunds to participants (4,828) (4,874)
----------- ---------
ASSETS AVAILABLE FOR BENEFITS $1,652,629 $818,995
=========== =========
<FN>
See notes to financial statements.
</TABLE>
CROSSMANN COMMUNITIES, INC. 401(K) PROFIT SHARING PLAN
<TABLE>
<CAPTION>
STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1996
<S> <C>
ADDITIONS:
Participant contributions $ 258,648
Employer profit sharing contributions 341,024
Employer matching contributions 115,244
Rollovers 116,993
Investment income 81,828
Net depreciation in fair value of instruments (2,307)
-----------
Total additions 911,430
-----------
DEDUCTIONS:
Distributions and withdrawals 77,291
Administrative expenses 505
-----------
Total deductions 77,796
-----------
NET INCREASE IN ASSETS AVAILABLE FOR BENEFITS 833,634
ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 818,995
-----------
End of year $1,652,629
===========
<FN>
See accompanying notes.
</TABLE>
<PAGE>
CROSSMANN COMMUNITIES, INC. 401(K) PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 1996
1. DESCRIPTION OF THE PLAN
The following description of the Crossmann Communities, Inc. 401(K)
Profit Sharing Plan (the "Plan") provides only general information.
Participants should refer to the Plan agreement for a more complete
description of the Plan's provisions.
General - The Plan was established February 28, 1991 as the Deluxe Homes
of Columbus Savings Plan and Trust and covered eligible employees of Deluxe
Homes of Columbus, Inc. ("Deluxe"). Effective January 1, 1995, Crossmann
Communities, Inc. (the "Company") acquired Deluxe and assumed the related
savings plan and trust. The Plan was renamed and modified effective January
1, 1995 to cover all permanent employees of the Company who have reached age
21 and have at least 1,000 hours of service in a consecutive twelve-month
period as defined in the Plan. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974 ("ERISA").
Effective July 1, 1996, the Company adopted participant directed
investments under the Plan. As such, the Plan allows participants to direct
the investment of both the Company and participants' contributions, once made
to the Plan, in one of the investment funds under the Plan, including
investment in employer common stock. In addition, the Company changed its
Plan administrator to Parsons, McKee Sommers & Company (the "Administrator")
and engaged McDonald & Company Securities, Inc. (the "Custodian") to hold its
investments.
Contributions - Eligible employees ("participants") may make voluntary
contributions to their individual accounts between 1% to 10% of their
compensation on a pretax basis but not in excess of statutory limitations
allowed under the Internal Revenue Code of 1986 (the "Code"), as amended. The
Company contributes to the Plan by matching fifty cents for every one dollar
contributed by participants up to a maximum of 6% of the participant's
eligible compensation. Additional Company contributions are made at the
discretion of the Board of Directors. In 1996, the Company's additional
discretionary contribution consisted of $341,024 which was designated for the
purchase of Company common stock.
Participant's Accounts - Each participant's account is credited with his
or her contributions and the Company's matching contributions. Investment
earnings are allocated based on participant's account balances.
Vesting - Participants are fully vested in all employee contributions and
earnings thereon. Employer contributions become fully vested at (a) a
participant's attainment of age 65, (b) retirement age, as defined by the
Plan, (c) his or her death while an employee or (d) attainment of disability
retirement age, as defined by the Plan. If these requirements are not met,
the employer contributions are vested according to the following schedule:
<TABLE>
<CAPTION>
<S> <C>
Number of Years of Vested
Continuous Service Percentage
1 0%
2 20%
3 40%
4 60%
5 80%
6 100%
</TABLE>
Forfeitures - Forfeitures of a participant's nonvested account occur
upon termination. Forfeited amounts are held in a separate account (McDonald
& Company Securities, Inc.) and reallocated to each participant who is
employed on the last day of the Plan year in proportion to his or her
compensation for the Plan year.
Participant loans - Effective January 1, 1996, the Plan was amended to
allow participants to obtain loans from their respective accounts.
Investments options - Effective July 1, 1996, Plan participants may
choose to have their contributions and the Company matching contributions
invested in one or more of the following investment options:
PIMCO Advisors Total Return Income Fund A - Investments consist of debt
securities, including U.S. Government securities, corporate bonds, and
mortgage-related securities. The prospectus for this fund indicates the fund
may invest up to 20% of assets in securities denominated in foreign
currencies.
AIM Balanced Fund A - Investments consist of equities and income securities
(U.S. government obligations, mortgage or asset-backed securities and
corporate debt). The prospectus for this fund indicates the fund may invest
up to 5% of assets in bonds rated below investment grade and up to 10% of
assets in foreign securities.
AIM Money Market Fund A - Investments consist of short term money market
instruments. The prospectus states that the fund will maintain a constant net
asset value and will pay money market interest rates.
Seligman Frontier Fund A - Investments consist of common stocks of small to
medium size companies with annual revenue of $400 million or less. The fund
may also invest in U.S. Government securities, corporate debt securities rated
AA or higher, prime commercial paper, and certificates of deposit issued by
the one hundred largest domestic and fifty largest foreign banks. The
prospectus for this fund indicates the fund may invest up to 10% of assets in
foreign issues other than banks.
IVY International Fund A - Investments consist of common stocks issued in at
least three countries (primarily European and Pacific Basin markets). The
fund may also invest in equity securities traded principally in U.S. markets.
The prospectus states that the fund seeks long-term capital growth with
current income being a secondary concern.
Oppenheimer Quest Opportunity Value Fund - Investments consist of stocks,
bonds, and cash. Common stocks and convertible securities normally constitute
the majority of investments, though it may invest more than 50% of assets in
fixed-income securities. The fund may invest without limit in foreign
securities.
Crossmann Communities Stock Fund - The investments consist of common stock of
Crossmann Communities, Inc. (the "Crossmann Stock"). Crossmann Stock will be
purchased by the Plan from the Company or on the open market at market price.
Plan Termination - Although the Company has no present intention to do so, the
Company reserves the right to terminate the Plan at any time upon giving
written notice to all parties concerned subject to the provisions of ERISA.
In the event the Plan is terminated, participants will become 100% vested in
their accounts.
Administrative Expenses - For the 1996 plan year, administrative expenses were
primarily paid by the Company.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting - The financial statements of the Plan have been
prepared on the accrual basis of accounting.
Investments - The investments are carried at fair value as reported on
the last business day of the year as determined using quoted market prices.
Accounting Estimates - The preparation of financial statements on
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 additions and
deductions during the reporting period. Actual results could differ from
those estimates.
Benefit Payments - Upon retirement, a participant has an option to
receive his or her account balance as a lump sum payment or as a direct
rollover, as described in the Plan agreement. A participant may withdraw his
or her vested contributions in the event of a hardship, as defined in the Plan
agreement. Benefit payments are recorded when paid. At December 31, 1996,
assets available for benefits includes approximately $106,000 related to
participants who had withdrawn from the Plan, but whose distributions had not
yet been paid.
3. FUND INFORMATION
<TABLE>
<CAPTION>
Participant contributions, employer contributions and distributions and
withdrawals by fund are as follows for the year ended December 31, 1996.
<S> <C>
Participant contributions:
Employer directed contributions $151,211
Employee directed contributions:
PIMCO Advisors Total Return Income Fund A 7,420
AIM Balanced Fund A 10,800
AIM Money Market Fund A 2,004
Seligman Frontier Fund A 20,623
IVY International Fund A 27,839
Oppenheimer Quest Opportunity Value Fund 31,425
McDonald & Company Securities, Inc. Money Market Fund 7,326
--------
$258,648
========
Employer profit sharing contributions:
Crossmann Communities Stock Fund $341,024
========
Employer matching contributions:
Employer directed contributions $ 64,434
Employee directed contributions:
PIMCO Advisors Total Return Income Fund A 3,389
AIM Balanced Fund A 5,014
AIM Money Market Fund A 1,012
Seligman Frontier Fund A 9,613
IVY International Fund A 13,382
Oppenheimer Quest Opportunity Value Fund 14,744
McDonald & Company Securities, Inc. Money Market Fund 3,656
--------
$115,244
========
Distributions and withdrawals:
Distributions and withdrawals from employer directed fund $ 39,996
Distributions and withdrawals from employee directed fund:
PIMCO Advisors Total Return Income Fund A 1,574
AIM Balanced Fund A 2,343
AIM Money Market Fund A 18,966
Seligman Frontier Fund A 3,913
IVY International Fund A 6,910
Oppenheimer Quest Opportunity Value Fund 2,427
Crossmann Communities Stock Fund 1,162
--------
$ 77,291
========
</TABLE>
4. INVESTMENTS
<TABLE>
<CAPTION>
The following investments represent five percent or more of Plan assets available
for benefits as of December 31:
<S> <C> <C> <C> <C>
1996 1996 1995 1995
Fair Fair
Cost Value Cost Value
PIMCO Advisors Total Return Income Fund A $ 85,784 $ 84,925
AIM Balanced Fund A 88,043 86,398
AIM Money Market Fund A 160,987 160,987
Seligman Frontier Fund A 181,282 186,011
IVY International Fund A 228,570 228,522 $ 55,890 $ 59,925
Oppenheimer Quest Opportunity Value Fund 358,758 360,172
Crossmann Communities Stock Fund 72,095 66,198
Morley Capital Management GIC Fund 153,100 157,208
Neuberger & Berman Guardian Fund 146,082 154,528
</TABLE>
5. TAX STATUS
The Company received a favorable determination letter dated November 4,
1996 from the Internal Revenue Service stating that the Plan is designed in
accordance with the applicable sections of the Internal Revenue Code (the
"Code"). The Plan administrator believes that the Plan is designed and, as of
the date of the financial statements, was being operated in compliance with
the applicable requirements of the Code and as a result, no provision for
income taxes has been recorded in the Plan's financial statements.
Form 5500 - Item 27 (a)
Schedule of Assets Held
For Investment Purposes
CROSSMANN COMMUNITIES, INC. 401(K) PROFIT SHARING PLAN
<TABLE>
<CAPTION>
SUPPLEMENTAL SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1996
<S> <C> <C>
Cost Current
Value
AIM Money Market Fund A $160,987 $160,987
AIM Money Market Fund C 10,386 10,386
McDonald & Company Securities, Inc. Money Market Fund 73 73
-------- --------
Short term investments funds $171,446 $171,446
======== ========
PIMCO Advisors Total Return Income Fund A $ 85,784 $ 84,925
AIM Balanced Fund A 88,043 86,398
Seligman Frontier Fund A 181,282 186,011
IVY International Fund A 228,570 228,522
Oppenheimer Quest Opportunity Value Fund 358,758 360,172
-------- --------
Mutual Funds $942,437 $946,028
======== ========
Crossmann Communities Stock Fund $ 72,095 $ 66,198
======== ========
Participant Loans (Interest rates range from 9.25% to 9.75% and
maturities range from 15 to 53 months) $ 12,429
========
</TABLE>
Form 5500 - Item 27 (d)
Schedule of Reportable Transactions
CROSSMANN COMMUNITIES, INC. 401(K) PROFIT SHARING PLAN
<TABLE>
<CAPTION>
SUPPLEMENTAL SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
<S> <C> <C> <C> <C>
Purchases Sales Cost Gain
Single transactions representing 5% or more of
assets available for benefits at the beginning of
the year:
Purchases:
PIMCO Advisors Total Return Income Fund A $ 77,060
AIM Balanced Fund A 79,664
AIM Money Market Fund A 175,521
Seligman Frontier Fund A 162,811
IVY International Fund A 202,770
IVY International Fund A 50,968
Oppenheimer Quest Opportunity Value Fund 327,296
Neuberger & Berman Guardian Fund 134,348
Stable Value Fund (GIC) 129,100
Schwab Money Market Fund 44,091
Schwab Money Market Fund 339,946
Schwab Money Market Fund 119,894
Schwab Money Market Fund 397,938
Gradison MCD US Govt Reserves 513,438
Gradison MCD US Govt Reserves 519,627
Gradison MCD US Govt Reserves 519,610
Crossmann Communities Stock Fund 61,938
Sales:
Schwab Money Market Fund $ 44,169 $ 44,169
Schwab Money Market Fund 329,946 329,946
Schwab Money Market Fund 518,248 518,248
Neuberger & Berman Guardian Fund 372,669 370,432 $ 2,237
IVY International Fund A 140,769 127,666 13,103
Gradison MCD US Govt Reserves 519,627 519,627
Gradison MCD US Govt Reserves 1,088,215 1,077,339 10,876
IAI Emerging Growth Fund 49,390 40,101 9,289
Stable Value Fund (GIC) 348,548 342,047 6,501
</TABLE>
CROSSMANN COMMUNITIES, INC. 401(K) PROFIT SHARING PLAN
<TABLE>
<CAPTION>
SUPPLEMENTAL SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
<S> <C> <C> <C> <C> <C>
Series of transactions representing 5% Number Purchases Sales Cost Gain
or more of assets available for of Trans-
benefits at the beginning of the year: actions
Purchases:
PIMCO Advisors Total Return 3
Income Fund A $ 87,104
AIM Balanced Fund A 3 89,961
AIM Money Market Fund A 3 184,070
Seligman Frontier Fund A 4 189,198
IVY International Fund A 8 302,805
Oppenheimer Quest Opportunity 4
Value Fund 364,550
Neuberger & Berman Guardian Fund 6 186,999
Stable Value Fund (GIC) 6 193,822
Schwab Money Market Fund 15 1,000,301
Gradison MCD US Govt. Reserves 12 1,643,378
Crossmann Communities Stock Fund 4 74,108
Sales:
Stable Value Fund (GIC) 4 $ 358,428 $ 351,779 $ 6,649
Schwab Money Market Fund 16 1,000,301 1,000,301
Gradison MCD US Govt. Reserves 2 1,654,254 1,643,378 10,876
</TABLE>
SIGNATURES
The Plan. Pursuant to the requirements of the Securities and Exchange Act of
1934. the plan has duly caused this Annual report to be signed on its behalf
by the undersigned Members of the Plan Administrative Committee thereunto duly
authorized in the City of Indianapolis, and the State of Indiana on this 30th
day of June, 1997.
CROSSMANN COMMUNITIES, INC.
401(K) PROFIT SHARING PLAN
By the Members of Plan Administrative Committee:
/s/ Jennifer A. Holihen
Jennifer A. Holihen
Chief Financial Officer of
Crossmann Communities, Inc.
/s/ Lynda Hitchcock
Lynda Hitchcock
Human Resources Director of
Crossmann Communities, Inc.
<PAGE>
Exhibit I
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.
333-05147 of Crossmann Communities, Inc. on Form S-8 of our report dated June
20, 1997, appearing in this Annual Report on Form 11-K of Crossmann
Communities, Inc. 401(k) Profit Sharing Plan for the year ended December 31,
1996.
DELOITTE & TOUCHE LLP
Indianapolis, Indiana
June 27, 1997
