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 Period Ended September 30, 1998.
[ ] 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>
Indicate by check mark whether the registrant (1) has filed all documents and
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
periods 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
There were 11,498,421 Common shares outstanding as of November 12, 1998.
<PAGE>
CROSSMANN COMMUNITIES, INC.
FORM 10-Q
INDEX
Part I. Financial Information.
Item 1. Financial Statements.
Consolidated balance sheets as of September 30, 1998 (unaudited) and December
31, 1997.
Consolidated unaudited statements of income for the three months ended
September 30, 1998 and 1997, and for the nine months ended September 30, 1998
and 1997.
Consolidated unaudited statements of cash flows for the nine months ended
September 30, 1998 and 1997.
Notes to consolidated unaudited financial statements for the nine months ended
September 30, 1998 and 1997.
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.
Part II. Other Information
Item 1. Legal Proceedings.
Item 2. Changes in Securities.
Item 3. Defaults upon Senior Securities.
Item 4. Submission of Matters to a Vote of Security Holders.
Item 5. Other Information.
Item 6. Exhibits and Reports on Form 8-K.
Signatures.
PART I. FINANCIAL INFORMATION.
Item 1. Financial Statements
<TABLE>
<CAPTION>
CROSSMANN COMMUNITIES, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<S> <C> <C>
SEPTEMBER 30, 1998 DECEMBER 31, 1997
-------------------- ------------------
(UNAUDITED)
--------------------
ASSETS
Cash and cash equivalents $ 4,278,853 $ 5,526,138
Retainages 629,722 886,766
Real estate inventories 205,531,904 153,523,571
Furniture and equipment, net 3,879,729 3,310,345
Investments in joint ventures 21,290,412 12,354,474
Goodwill, net 14,985,577 3,817,650
Other assets 9,964,997 5,856,819
-------------------- ------------------
Total assets $ 260,561,194 $ 185,275,763
==================== ==================
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable and other liabilities $ 24,953,119 $ 23,350,353
Notes payable 98,175,817 51,122,431
-------------------- ------------------
Total liabilities 123,128,936 74,472,784
Commitments and contingencies
Shareholders' equity:
Common shares 64,471,930 55,548,737
Retained earnings 72,960,328 55,254,242
-------------------- ------------------
Total shareholders' equity 137,432,258 110,802,979
-------------------- ------------------
Total liabilities and shareholders' equity $ 260,561,194 $ 185,275,763
==================== ==================
<FN>
See accompanying notes.
</TABLE>
<TABLE>
<CAPTION>
CROSSMANN COMMUNITIES, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
<S> <C> <C> <C>
THREE MONTHS ENDED SEPTEMBER 30, THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30,
---------------------------------- ---------------------------------- ---------------------------------
1998 1997 1998
---------------------------------- ---------------------------------- ---------------------------------
Sales of residential
real estate $ 116,816,658 $ 89,969,648 $ 264,366,387
Cost of residential
real estate sold 91,617,357 71,387,248 208,316,424
---------------------------------- ---------------------------------- ---------------------------------
Gross profit 25,199,301 18,582,400 56,049,963
Selling, general and
administrative 11,678,687 8,663,860 30,413,630
---------------------------------- ---------------------------------- ---------------------------------
Income from
operations 13,520,614 9,918,540 25,636,333
Other income, net 3,196,446 319,816 4,699,464
Interest expense (349,752) (144,688) (964,135)
---------------------------------- ---------------------------------- ---------------------------------
2,846,694 175,128 3,735,329
---------------------------------- ---------------------------------- ---------------------------------
Income before
income taxes 16,367,308 10,093,668 29,371,662
Income taxes 6,512,994 4,037,468 11,665,576
---------------------------------- ---------------------------------- ---------------------------------
Net income $ 9,854,314 $ 6,056,200 $ 17,706,086
================================== ================================== =================================
Weighted average
number of common
shares outstanding
Basic 11,482,676 9,537,205 11,285,468
Diluted 11,659,798 9,721,972 11,561,786
================================== ================================== =================================
Net income per
common share
Basic $ .86 $ .64 $ 1.57
Diluted $ .85 $ .62 $ 1.53
================================== ================================== =================================
<S> <C>
NINE MONTHS ENDED SEPTEMBER 30,
---------------------------------
1997
---------------------------------
Sales of residential
real estate $ 206,329,777
Cost of residential
real estate sold 164,025,835
---------------------------------
Gross profit 42,303,942
Selling, general and
administrative 22,605,602
---------------------------------
Income from
operations 19,698,340
Other income, net 870,116
Interest expense (733,938)
---------------------------------
136,178
---------------------------------
Income before
income taxes 19,834,518
Income taxes 7,984,938
---------------------------------
Net income $ 11,849,580
=================================
Weighted average
number of common
shares outstanding
Basic 9,310,878
Diluted 9,450,179
=================================
Net income per
common share
Basic $ 1.27
Diluted $ 1.25
=================================
<FN>
See accompanying notes.
</TABLE>
<TABLE>
<CAPTION>
CROSSMANN COMMUNITIES, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<S> <C> <C>
NINE MONTHS NINE MONTHS
ENDED SEPTEMBER 30, ENDED SEPTEMBER 30,
--------------------- ---------------------
1998 1997
--------------------- ---------------------
OPERATING ACTIVITIES:
Net Income $ 17,706,086 $ 11,849,580
Adjustments to reconcile net income to net cash
flows from operating activities:
Depreciation 680,893 459,214
Amortization 144,317 (326,017)
Equity in earnings of affiliates (1,530,949)
Gain on sale of equipment -0- (2,651)
Cash provided (used) by changes in:
Retainages 257,044 531,715
Amounts due from related parties 60,558 (13,363)
Real estate inventories (29,330,496) (35,395,493)
Other assets (3,114,761) (1,503,699)
Accounts payable (5,841,449) 4,318,271
Accrued expenses and other liabilities 5,897,113 1,972,721
--------------------- ---------------------
Net cash flows from operating activities (15,071,644) (18,109,722)
INVESTING ACTIVITIES:
Purchases of furniture and equipment (903,854) (691,423)
Proceeds from disposition of furniture and equipment -0- 2,651
Investments in joint ventures (7,404,989) (1,730,404)
Business acquisitions (9,669,888) 623,825
--------------------- ---------------------
Net cash used by investing activities (17,978,731) (1,795,351)
FINANCING ACTIVITIES:
Proceeds from bank borrowing 136,620,946 108,835,644
Principal payments on bank borrowing (155,341,000) (118,235,000)
Proceeds from issuance of senior notes 50,000,000 -0-
Payments on notes and long-term debt (105,605) (456,011)
Proceeds from sale of common shares 628,749 29,809,425
--------------------- ---------------------
Net cash provided by financing activities 31,803,090 19,954,058
--------------------- ---------------------
Net decrease in cash and cash equivalents (1,247,285) 48,985
Cash and cash equivalents at beginning of period 5,526,138 100,000
--------------------- ---------------------
Cash and cash equivalents at end of period $ 4,278,853 $ 148,985
===================== =====================
<FN>
See accompanying notes.
</TABLE>
CROSSMANN COMMUNITIES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
Crossmann Communities, Inc. (the "Company") is engaged primarily in the
development, construction, marketing and sale of new single-family homes for
first-time and first move-up buyers. The Company also acquires and develops
land for construction of such homes and originates mortgage loans for the
buyers. The Company operates in Indianapolis, Ft. Wayne and Lafayette,
Indiana; Cincinnati, Columbus and Dayton, Ohio; Louisville and Lexington,
Kentucky; Memphis, Tennessee; and in Myrtle Beach, South Carolina. In 1998,
Crossmann has also entered Charlotte, North Carolina and Nashville, Tennessee
with start-up operations; no revenue has yet been generated in these markets.
The accompanying unaudited consolidated financial statements have been
prepared in accordance with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, the unaudited consolidated financial statements
do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the
opinion of the Company, all adjustments (consisting of normal recurring
accruals) considered necessary to present fairly the consolidated financial
statements have been included.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
RESULTS OF OPERATIONS.
Management's discussion and analysis may include certain "forward-looking
statements," as defined in the Private Securities Litigation Reform Act of
1995. Such statements may involve unstated risks, uncertainties and other
factors that may cause actual results to differ materially.
The Company's business and the homebuilding industry in general are subject to
changes in economic conditions, including, but not limited to, employment
levels, interest rates, the availability of credit, and consumer confidence.
The Company's success over the past several years has been influenced by a
variety of factors including favorable economic conditions in its principal
markets, the availability of capital for expansion, and low interest rates.
To the extent these conditions do not continue, the Company's operating
results may be adversely affected.
The Company's business is also subject to weather-related seasonal factors
that can affect quarter-to-quarter results of operations. Adverse weather
conditions during the first and second quarters of the year usually restrict
site development work, and construction limitations generally result in fewer
closings during this period. Results of operation during the first half of
the year also tend to reflect increased costs associated with adverse weather.
Warmer, dryer weather during the second half of the year generally permits
higher closings and greater field efficiency.
RESULTS OF OPERATION: THREE MONTHS ENDED SEPTEMBER 30, 1998 COMPARED TO THE
THREE MONTHS ENDED SEPTEMBER 30, 1997.
Sales increased approximately $26.8 million, or 29.8%, to approximately
$116.8 million in the third quarter of 1998 from approximately $90.0 million
for the same period in 1997. Sales were higher primarily as a result of
increased home closings; 1,031 homes were closed in the third quarter of 1998
compared to 797 homes closed during the third quarter of 1997. Part of the
increase in closings is attributable to the contribution of closings in
Crossmann's new markets: Memphis, entered via acquisition in September 1997,
generated 52 closings in the third quarter of 1998; Myrtle Beach, entered by
acquisition in May 1998, contributed 101 closings. Excluding these new
markets, the Company closed 81 more units in the third quarter of 1998 than in
the third quarter of 1997, an increase of 10.2%. Sales also increased due to
a higher average selling price: $113,304 in 1998, compared to $112,885 in
1997.
Gross profit increased approximately $6.6 million , or 35.6%, to
approximately $25.2 million for the third quarter of 1998 from approximately
$18.6 million for the third quarter of 1997. This represents a gross margin
of 21.6% of sales in the third quarter of 1998 as compared to 20.7% of sales
in the third quarter of 1997. This increase was due to generally improving
margins in Crossmann's more established markets. Moderate lumber prices,
volume purchasing arrangements and low interest rates all contributed to
better margins.
Selling, general and administrative expenses increased $3.0 million, or 34.8%,
to approximately $11.7 million for the third quarter of 1998 from
approximately $8.7 million for the third quarter of 1997. This increase
reflects increased sales commissions on the higher sales volume and increased
overhead incurred to achieve higher production. Selling, general and
administrative expenses, increased as a percentage of sales to 10.0% in the
third quarter of 1998 from 9.6% in the third quarter of 1997. Part of the
increase in general and administrative spending related to start up costs in
Nashville and Charlotte. These two new markets will generate revenue in 1999.
Other income net of expenses increased $2.7 million for the three months ended
September 30, 1998, to approximately $2.8 million in 1998 from $175,128 in
1997. The increase was due to improved earnings from land development joint
ventures and other miscellaneous sources. Trinity Homes LLC ("Trinity"), a
homebuilding joint venture in Indianapolis, generated approximately $1.0
million in income to Crossmann during this period.
Income before income taxes increased approximately $6.3 million , or 62.2%,
to approximately $16.4 million in the third quarter of 1998 from approximately
$10.1 million in the third quarter of 1997. The company's effective tax rate
was 39.8% in the third quarter of 1998 as compared to 40.0% in the third
quarter of 1997. Net income increased approximately $3.8 million, or 62.7%,
to approximately $9.9 million in the third quarter of 1998 from approximately
$6.1 million in the third quarter of 1997. Net income as a percentage of
sales increased to 8.4% in the third quarter of 1998 from 6.7% in the third
quarter of 1997.
RESULTS OF OPERATION: NINE MONTHS ENDED SEPTEMBER 30, 1998 COMPARED TO THE
NINE MONTHS ENDED SEPTEMBER 30, 1997.
Sales increased approximately $58.0 million, or 28.1%, to approximately
$264.4 million for the nine months ended September 30, 1998 from approximately
$206.3 million for the nine months ended September 30, 1997. Sales were
higher primarily as a result of increased home closings; 2,322 homes were
closed in the nine months ended September 30, 1998 compared to 1,833 homes
closed during the nine months ended September 30, 1997. Selling prices were
also higher, approximately $113,900 per home for the nine months ended
September 30, 1998 as compared to approximately $112,600 during the same
period in 1997. Part of the increase in closings is attributable to the
contribution of closings in Crossmann's new markets: Lexington, entered via
acquisition in June 1997, and Memphis, entered by acquisition in September
1997, generated 193 closings in the first nine months of 1998. Myrtle Beach,
entered by acquisition in May 1998, contributed 128 closings. Excluding these
new markets, the Company closed 168 more units in the first nine months of
1998 than in the first nine months of 1997, an increase of 9.2%
Gross profit increased approximately $13.7 million, or 32.5%, to approximately
$56.0 million for the nine months ended September 30, 1998 from approximately
$42.3 million for the nine months ended September 30, 1997. This represents
a gross margin of 21.2% of sales in the first nine months of 1998 as compared
to 20.5% of sales in the first nine months of 1997. This improvement was due
to generally improving margins in Crossmann's more established markets.
Moderate lumber prices, volume purchasing arrangements and low interest rates
contributed to better margins.
Selling, general and administrative expenses increased approximately $7.8
million, or 34.5%, to approximately $30.4 million for the nine months ended
September 30, 1998 from approximately $22.6 million for the nine months ended
September 30, 1997. This increase reflects increased sales commissions on the
higher sales volume and to higher overhead required to achieve higher
production. Selling, general and administrative expenses as a percentage of
sales increased to 11.5% in the first nine months of 1998 from 11.0% in the
first nine months of 1997.
Other income net of expenses increased approximately $3.6 million for the
nine months ended September 30, 1998, to approximately $3.7 million in 1998
from $136,178 in 1997. Trinity Homes LLC ("Trinity"), a homebuilding joint
venture in Indianapolis, contributed approximately $1.6 million in income to
Crossmann during this period.
Income before income taxes increased approximately $9.5 million, or 48.1%, to
approximately $29.4 million for the nine months ended September 30, 1998 from
approximately $19.8 million for the nine months ended September 30, 1997. The
Company's effective tax rate was 39.7% in the first nine months of 1998 as
compared to 40.3% in the first nine months of 1997. Net income increased
approximately $5.9 million, or 49.4%, to approximately $17.7 million in the
first nine months of 1998 from approximately $11.8 million in the first nine
months of 1997. Net income as a percentage of sales increased to 6.7% in 1998
from 5.7% in 1997.
CHANGES IN FINANCIAL POSITION
Retainages
Retainages decreased $257,044 in the first nine months of the year, or 29.0%.
This change is seasonal. Mortgage companies retain escrows for the completion
of exterior landscape items. As weather permits, yards are completed and
retainages are released to the Company during the second half of the year.
Inventory
The Company increased its investment in real estate inventories approximately
$52.0 million, or 33.9%, from their December 31, 1997 level. The expansion in
inventory reflects heavy building activity on homes in backlog, many of which
are expected to close by year end. It also reflects land acquisition and
development activity in preparation for 1999 production. This increase also
reflects planning for additional capacity for closings in 1999 and beyond.
Investments in Joint Ventures
Investments in and advances to joint ventures increased approximately $8.9
million, or 72.3%, during the first nine months of 1998. This level increased
in part due to strong earnings of the joint ventures, as yet undistributed to
Crossmann but remployed within the ventures. Most of these arrangements are
entered into with outside land owners or developers for the purpose of
developing raw land into finished lots for the Company's use. The greatest
financial commitment, however, is to the Trinity joint venture, an arrangement
entered with another homebuilding company for the purpose of building larger,
more expensive homes in Indianapolis. The investment in and advances to
Trinity total approximately $10.0 million.
Goodwill
Goodwill increased approximately $11.2 million or 292.5% during the first nine
months of 1998. Of this increase, approximately $3.2 million was related to
the acquisition of Paragon Properties, LLC ("Paragon"), a Memphis homebuilder,
on May 5, 1998; $7.8 million was related to the acquisition of Pinehurst
Builders, Inc.("Pinehurst"), a homebuilder in Myrtle Beach, South Carolina, on
May 29, 1998.
Notes Payable
Notes Payable increased approximately $47.1 million during the first nine
months of 1998 as borrowings were used to finance real estate inventories,
acquisitions, and joint venture investments.
CAPITAL RESOURCES AND LIQUIDITY
At September 30, 1998, the Company had approximately $4.3 million in cash and
cash equivalents.
The Company's primary uses of capital are home construction costs and the
purchase and development of land . Real estate inventories were approximately
$205.5 million, or 78.9% of total assets, at September 30, 1998, compared to
$153.5 million or 82.9% of total assets at December 31, 1997. Capital is also
used for the addition and improvement of equipment used in administering the
business and for model home furnishings.
Cash expenditures are financed with cash from operations and with borrowings
on a $60.0 million unsecured line of credit with Bank One, Indiana, N.A. The
line of credit bears interest at the bank's prime lending rate, but permits
portions of the outstanding balance to be committed for fixed periods of time
at a rate equal to LIBOR plus 1.45%. The credit facility matures March 31,
2000.
The Company also has approximately $19.4 million of senior notes outstanding,
payable through 2004 at a fixed interest rate of 7.625%, payable quarterly.
On December 21, 1998, the Company will make a scheduled reduction in the
outstanding principal balance of the senior notes of $2,777,778. On June 11,
1998 the Company issued $50.0 million in new notes, payable over 10 years at a
fixed interest rate of 7.75%, payable quarterly. Annual principal reductions
of $8,333,334 begin June 11, 2003.
The note agreements and the bank line of credit require compliance with
certain financial and operating covenants and place certain limitations on the
Company's investments in land and unconsolidated joint ventures. They also
limit payments of cash dividends by the Company.
The Company's credit arrangements are expected to provide adequate liquidity
for planned internal growth and capital expenditures. In the event that the
Company seeks to accelerate growth through the acquisition of large parcels of
land or of other homebuilding companies, additional capital may be needed.
The Company believes that such capital could be obtained from banks or other
financing alternatives, from the issuance of additional shares, or from seller
financing; however, there can be no assurances that the Company would be able
to secure the necessary capital.
BACKLOG
The Company generally builds only upon the execution of a sales contract by a
customer and after approval of financing, although it also builds a limited
number of homes on speculation. The standard sales contract used by the
Company provides for an earnest money deposit of $1,000. The contract usually
includes a termination provision under which the earnest money is refunded in
the event that mortgage financing is not available on terms specified in the
contract, and may include other contingencies. Cancellations by buyers with
approved financing occur infrequently.
A home is included in "backlog" upon execution of a sales contract by the
customer, and sales and cost of sales are recognized when the title is
transferred and the home is delivered to the buyer at "closing." Backlog at
September 30, 1998 was 2,346 homes with an aggregate sales value of
approximately $266.0 million, compared to 1,509 homes with an aggregate sales
value of approximately $166.0 million at September 30, 1997. The increase in
the number of homes in backlog is approximately 55.5%. The increase is due
in part to backlog acquired in its acquisitions of Paragon and Pinehurst,
totaling 283 units. Excluding acquisitions, Crossmann had new orders of 3,305
in the first nine months of the year compared to 2,336 in 1997, an increase of
41.5%. Orders for the third quarter are particularly strong; 1,143 new orders
during the third quarter of 1998, compared to 666 in the third quarter of
1997, an increase of 71.6%. Management attributed the unusually strong orders
in the third quarter to strong employment, low interest rates, low inflation
and improved financing programs available to buyers.
OTHER BUSINESS CONDITIONS
Inflation
The Company, as well as the homebuilding industry in general, may be adversely
affected during periods of high inflation, primarily because of higher land
and construction costs. To date, inflation has not had a material adverse
effect on the Company's business, financial condition, and results of
operations. However, there is no assurance that inflation will not have a
material adverse impact on the Company's future business, financial condition,
and results of operations.
Weather
The Company's business is subject to weather-related seasonal factors which
can affect quarterly results of operations. The unusually strong backlog at
September 30, 1998 cannot be completed before winter weather slows
construction during the fourth quarter. Although the Company plans an
aggressive production schedule, it will probably begin 1999 with a high
backlog. This is a favorable indicator for closing volume in 1999.
Year 2000 Readiness
Crossmann's management believes that the Company's core selling, building and
closing operations are largely unautomated and would continue uninterrupted
even in the event of minor Year 2000 problems. As for accounting and
administration, the manufacturer of the computer on which Crossmann's central
accounting and management information systems resides has certified that its
hardware and operating system software are Year 2000 compliant. The Company's
applications software, developed internally by programmers in-house, is
largely not date-dependent; these employees are currently working, in the
course of normal maintenance to the system, to identify and correct those few
instances where date information is used, to handle the date change properly.
The cost of such maintenance is not material; the review is scheduled to be
complete by the end of the 1998 calendar year.
Equipment and software peripheral to Crossmann's central system are being
tested for Year 2000 compliance. Any replacements or upgrades required are
expected to be complete by mid-1999. The cost and timing of such upgrades to
hardware and software are not deemed to be materially different than normally
scheduled upgrades.
Management's contingency plans, which are intended to enable the Company to
continue to operate normally, include performing some procedures manually,
changing suppliers, if necessary, and repairing or obtaining replacement
systems.
PART II. OTHER INFORMATION
The following items for which provision is made in the applicable regulations
of the Securities and Exchange Commission are not required under the related
explanations or are inapplicable and therefore have been omitted:
Item 1. Legal Proceedings.
Item 2. Changes in Securities
Item 3. Defaults Upon Senior Securities.
Item 4. Submissions of Matters to a Vote of Security Holders.
Item 5. Other Information.
Item 6. Exhibits and Reports on Form 8-K.
<TABLE>
<CAPTION>
a) Exhibits
<S> <C>
Exhibit Description of Exhibit
Number
3.1 Amended and restated Articles of Incorporation of Crossmann Communities, Inc.
(Incorporated by reference to Exhibit 3.1 to Form S-1 Registration Statement No. 33-
68396.)
3.2 Bylaws of Crossmann Communities, Inc. (Incorporated by reference to Exhibit 3.2
to Form S-1 Registration Statement No. 33-68396.)
4.1 Specimen Share Certificate for Common Shares. (Incorporated by reference to
Exhibit 2.9 to Form S-1 Registration Statement No. 33-68396.)
10.2 1993 Outside Director Stock Option Plan. (Incorporated by reference to Exhibit 10.2
to Form S-1 Registration Statement No. 33-68396.)
10.3 1993 Employee Stock Option Plan, As amended as of May 22, 1996. (Incorporated
by reference to Exhibit 10.3 to Form 10-Q dated August 13, 1996.)
10.37 Note Agreement dated as of December 19, 1995, $25,000,000 7.625% Senior Notes
due December 9, 2004, by Crossmann Communities, Inc., et al. (Incorporated by
reference to Exhibit 10.37 to From 10-K dated March 18, 1996.)
10.38 7.625% Senior Note due December 19, 2004, issued to Combined Insurance
Company by Crossmann Communities, Inc., et al. (Incorporated by reference to
Exhibit 10.38 to Form 10-K dated March 18, 1996.)
10.39 7.625% Senior Note due December 19, 2004, issued to Minnesota Mutual Life
Insurance company by Crossmann Communities, Inc., et al. (Incorporated by
reference to Exhibit 10.39 to Form 10-K dated March 18, 1996.)
10.40 Amended and Restated Credit Agreement, dated December 22, 1995, by and between
Crossmann Communities, Inc., et al. and Bank One, Indianapolis N.A. (Incorporated
by reference to Exhibit 10.40 to Form 10-K dated March 18, 1996.)
10.41 First Amendment to Amended and Restated Credit Agreement, dated March 27, 1997,
by and between Crossmann Communities, Inc. et al. and Bank One, Indiana N.A.
(Incorporated by reference to Exhibit 10.41 to Form 10-Q dated May 13, 1997.)
10.42 Promissory Note, dated March 27, 1997, by and between Crossmann Communities,
Inc. et al. and Bank One, Indiana, N.A. (Incorporated by reference to Exhibit 10.40
to Form 10-Q dated May 13, 1997.)
10.43 Second Amendment to Amended and Restated Credit Agreement, dated March
31,1998, by and between Crossmann Communities, Inc. et al. and Bank One, Indiana
N.A. (Incorporated by reference to Exhibit 10.51 to Form 10-Q dated May 13, 1997.)
10.44 Third Amendment to Amended and Restated Credit Agreement, dated May 13, 1998,
by and between Crossmann Communities, Inc. et al. and Bank One, Indiana, N.A.
(Incorporated by reference to Exhibit 10.44 to Form 10-Q dated August 14, 1998.)
10.45 Form of 7.75% Senior Note due June 11, 2008, issued to various insurance companies
by Crossmann Communities, Inc. et al. (Incorporated by reference to Exhibit 10.45
to Form 10-Q dated August 14, 1998.)
10.46 Note Agreement dated as of June 11, 1998, $50,000,000 7.75% Senior Notes due
June 11, 2008, by Crossmann Communities, Inc., et al. (Incorporated by reference
to Exhibit 10.46 to Form 10-Q dated August 14, 1998.)
10.47 Asset Purchase Agreement, dated May 5, 1998 by and among Crossmann
Communities, Inc., Crossmann Communities of Tennessee, LLC, Paragon Properties,
LLC, W. V. Richerson, Jr. and William R. Hyneman. (Incorporated by reference to
Exhibit 10.47 to Form 10-Q dated August 14, 1998.)
10.48 Employment contract dated May 5, 1998, by and among Crossmann Communities of
Tennessee, LLC and W.V. Richerson, Jr. (Incorporated by reference to Exhibit
10.48 to Form 10-Q dated August 14, 1998.)
10.49 Agreement and Plan of Merger, dated May 29, 1998 by and among Crossmann
Communities, Inc., Crossmann Communities of North Carolina, Inc., Pinehurst
Builders, Inc., Buck Creek Development, Inc., CTS Communications, Inc., Beach
Vacations, Inc., James T. Callihan, Ralph R. Teal, Jr., Jeffrey H. Skelley, and H.
Gilford Edwards. (Incorporated by reference to Exhibit 10.49 to Form 10-Q dated
August 14, 1998.)
10.50 Purchase agreement dated May 29,1998, by and between Crossmann Communities
of North Carolina, Inc., True Blue Development, LLC, and James T. Callihan, Ralph
R. Teal, Jr., Jeffrey H. Skelley, Charles D. Floyd and Ralph Jones. (Incorporated
by reference to Exhibit 10.50 to Form 10-Q dated August 14, 1998.)
10.51 Agreement and Plan of Merger, dated May 29, 1998, by and among Crossmann
Communities, Inc., Crossmann Communities of North Carolina, Inc., River Oaks
Golf Development Corporation and James T. Callihan, Ralph R. Teal, Jr., Jeffrey H.
Skelley, Charles D. Floyd and Ralph C. Jones. (Incorporated by reference to
Exhibit 10.51 to Form 10-Q dated August 14, 1998.)
10.52 Employment contract dated May 29, 1998, by and among Crossmann Communities
of North Carolina, Inc., Crossmann Communities, Inc. and H. Gilford Edwards.
(Incorporated by reference to Exhibit 10.52 to Form 10-Q dated August 14, 1998.)
10.53 Employment contract dated May 29, 1998, by and among Crossmann Communities
of North Carolina, Inc., Crossmann Communities, Inc. and James T. Callihan.
(Incorporated by reference to Exhibit 10.53 to Form 10-Q dated August 14, 1998.)
10.54 Employment contract dated May 29, 1998, by and among Crossmann Communities
of North Carolina, Inc., Crossmann Communities, Inc. and Ralph R. Teal, Jr.
(Incorporated by reference to Exhibit 10.54 to Form 10-Q dated August 14, 1998.)
10.55 Employment contract dated May 29, 1998, by and among Crossmann Communities
of North Carolina, Inc., Crossmann Communities, Inc. and Jeffrey H. Skelley.
(Incorporated by reference to Exhibit 10.55 to Form 10-Q dated August 14, 1998.)
19.1 Lease by and between Pinnacle Properties LLC ("Landlord") and Crossmann
Communities, Inc. (Tenant"), 9202 North Meridian Street, Suite 300, Indianapolis,
Indiana 46260, executed April 18, 1994. (Incorporated by reference to Exhibit 19.1
to Form 10-Q dated August 12, 1994.)
27.1 Financial Data Schedule for the quarter ended September 30, 1998.
</TABLE>
(b) Reports on Form 8-K.
None.
SIGNATURES
Pursuant to the requirements of Sections 13 or 15(d) of the Securities
and Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
CROSSMANN COMMUNITIES, INC.
/s/ Jennifer A. Holihen
Jennifer A. Holihen
Director, Chief Financial Officer;
Treasurer; Secretary;
(Principal Financial and Accounting Officer)
Dated: November 12, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
Crossmann Communities, Inc.
Exhibit 27.1
Article 5 Financial Date Schedule for 1998 10-Q
</LEGEND>
<S> <C>
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