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, 1999.
[ ] 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.)
9210 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 11,533,785 Common shares outstanding as of November 12, 1999.
<PAGE>
CROSSMANN COMMUNITIES, INC.
FORM 10-Q
INDEX
Part I. Financial Information.
Item 1. Financial Statements.
Consolidated balance sheets as of September 30, 1999 (unaudited) and December
31, 1998.
Consolidated unaudited statements of income for the Three Months Ended
September 30, 1999 and 1998, and for the Nine Months ended September 30, 1999
and 1998.
Consolidated unaudited statements of cash flows for the nine months ended
September 30, 1999 and 1998.
Notes to consolidated unaudited financial statements for the nine months ended
September 30, 1999 and 1998.
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.
<PAGE>
PART I. FINANCIAL INFORMATION.
Item 1. Financial Statements
<TABLE>
<CAPTION>
CROSSMANN COMMUNITIES, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<S> <C> <C>
SEPTEMBER 30, 1999 DECEMBER 31, 1998
-------------------- ------------------
(UNAUDITED)
--------------------
ASSETS
Cash and cash equivalents $ 3,934,146 $ 18,011,456
Retainages 1,126,061 1,115,617
Real estate inventories 278,583,197 214,197,844
Furniture and equipment, net 4,685,890 3,964,369
Investments in joint ventures 24,878,088 17,720,878
Goodwill, net 17,621,361 15,395,896
Other assets 18,994,214 13,387,755
-------------------- ------------------
Total assets $ 349,822,957 $ 283,793,815
==================== ==================
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable and other liabilities $ 28,672,470 $ 32,290,172
Notes payable 144,867,507 101,222,955
-------------------- ------------------
Total liabilities 173,539,977 133,513,127
Commitments and contingencies
Shareholders' equity:
Common shares 65,642,886 65,154,710
Retained earnings 110,640,094 85,125,978
-------------------- ------------------
Total shareholders' equity 176,282,980 150,280,688
-------------------- ------------------
Total liabilities and shareholders' equity $ 349,822,957 $ 283,793,815
==================== ==================
<FN>
See accompanying notes.
</TABLE>
CROSSMANN COMMUNITIES, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30,
<S> <C> <C> <C> <C>
1999 1998 1999 1998
------------- ------------- ------------- -------------
Sales of residential real estate $170,990,809 $116,816,658 $397,648,561 $264,366,387
Cost of residential real estate sold 135,612,917 91,617,357 316,250,420 208,316,424
------------- ------------- ------------- -------------
Gross profit 35,377,892 25,199,301 81,398,141 56,049,963
Selling, general and
administrative 16,094,778 11,678,687 41,980,907 30,413,630
------------- ------------- ------------- -------------
Income from operations 19,283,114 13,520,614 39,417,234 25,636,333
Other income, net 2,127,247 3,196,446 4,447,339 4,699,464
Interest expense (534,627) (349,752) (1,558,335) (964,135)
------------- ------------- ------------- -------------
1,592,620 2,846,694 2,889,004 3,735,329
------------- ------------- ------------- -------------
Income before income taxes 20,875,734 16,367,308 42,306,238 29,371,662
Income taxes 8,234,191 6,512,994 16,792,122 11,665,576
------------- ------------- ------------- -------------
Net income $ 12,641,543 $ 9,854,314 $ 25,514,116 $ 17,706,086
============= ============= ============= =============
Weighted average number of
common shares outstanding:
Basic 11,593,170 11,482,676 11,568,617 11,285,468
Diluted 11,642,978 11,659,798 11,792,517 11,561,786
============= ============= ============= =============
Net income per common share:
Basic $ 1.09 $ .86 $ 2.21 $ 1.57
Diluted $ 1.09 $ .85 $ 2.16 $ 1.53
============= ============= ============= =============
<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,
--------------------- ---------------------
1999 1998
--------------------- ---------------------
OPERATING ACTIVITIES:
Net Income $ 25,514,116 $ 17,706,086
Adjustments to reconcile net income to net cash
flows from operating activities:
Depreciation 292,308 680,893
Amortization 532,921 144,317
Equity in earnings of affiliates (2,391,063) (1,530,949)
Cash provided (used) by changes in:
Retainages (10,444) 257,044
Amounts due from related parties (325,591) 60,558
Real estate inventories (55,613,506) (29,330,496)
Other assets (5,304,451) (3,114,761)
Accounts payable (4,742,074) (5,841,449)
Accrued expenses and other liabilities 313,641 5,897,113
--------------------- ---------------------
Net cash flows from operating activities (41,734,143) (15,071,644)
INVESTING ACTIVITIES:
Purchases of furniture and equipment (870,057) (903,854)
Proceeds from disposition of furniture and equipment -0- -0-
Investments in joint ventures (4,766,147) (7,404,989)
Business acquisitions (4,363,760) (9,669,888)
--------------------- ---------------------
Net cash used by investing activities (9,999,964) (17,978,731)
FINANCING ACTIVITIES:
Proceeds from bank borrowing 194,166,879 136,620,946
Principal payments on bank borrowing (155,717,000) (155,341,000)
Proceeds from issue of senior notes -0- 50,000,000
Payments on notes and long-term debt (1,281,258) (105,605)
Proceeds from sale of common shares 488,176 628,749
--------------------- ---------------------
Net cash provided by financing activities 37,656,797 31,803,090
--------------------- ---------------------
Net increase in cash and cash equivalents (14,077,310) (1,247,285)
Cash and cash equivalents at beginning of period 18,011,456 5,526,138
--------------------- ---------------------
Cash and cash equivalents at end of period $ 3,934,146 $ 4,278,853
===================== =====================
<FN>
See accompanying notes.
</TABLE>
CROSSMANN COMMUNITIES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
BASIS OF PRESENTATION
Crossmann Communities, Inc. ("Crossmann" or 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, Lafayette and Southern Indiana; Cincinnati, Columbus and Dayton, Ohio;
Louisville and Lexington, Kentucky; Memphis and Nashville, Tennessee;
Charlotte and Raleigh, North Carolina; and in Myrtle Beach, South Carolina.
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, 1999 COMPARED TO THE
THREE MONTHS ENDED SEPTEMBER 30, 1998.
Sales increased approximately $54.2 million, or 46.4%, to approximately $171.0
million in the third quarter of 1999 from approximately $116.8 million for the
same period in 1998. Sales were higher primarily as a result of increased
home closings; 1,434 homes were closed in the third quarter of 1999 compared
to 1,031 homes closed during the third quarter of 1998. Part of the increase
in closings is attributable to Crossmann's presence in new markets:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Closings in Closings in
third quarter third quarter %
City Entered in 1999 1998 Increase
- ---------------------- ---------- ------------- ------------- ---------
Raleigh June 1999 42 -0-
Charlotte April 1998 84 -0-
Nashville July 1998 44 -0-
Myrtle Beach June 1998 67 101
------------- -------------
New markets 237 101 134.7%
All other markets 1,197 930 28.7%
</TABLE>
Excluding the new markets, the Company closed 267 more units in the third
quarter of 1999 than in the second quarter of 1998, an increase of 28.7%.
Gross profit increased approximately $10.2 million, or 40.4%, to approximately
$35.4 million for the third quarter of 1999 from approximately $25.2 million
for the third quarter of 1998. This represents a gross margin of 20.7% of
sales in the third quarter of 1999 as compared to 21.6% of sales in the third
quarter of 1998. The lower margin in 1999 is due in part to increased use of
financing assistance programs in 1999 compared to 1998 and to higher indirect
field costs and interest incurred to achieve the higher production level.
Some commodity prices were higher in the quarter, but, in general, these costs
were offset by increased prices to the consumer.
Selling, general and administrative expenses increased approximately $4.4
million, or 37.8%, to approximately $16.1 million for the third quarter of
1999 from approximately $11.7 million for the third quarter of 1998. This
increase is principally increased sales commissions on the higher sales
volume. It also reflects increased overhead incurred to achieve higher
production. Selling, general and administrative expenses declined as a
percentage of sales to 9.4% in the third quarter of 1999 from 10.0% in the
third quarter of 1998.
Other income net of expenses decreased approximately $1.1 million for the
three months ended September 30, 1999, from approximately $3.2 million in 1998
to approximately $2.1 million in 1999. The decrease was due to lower 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, even with the $1.0 million it contributed in 1998.
Income before income taxes increased approximately $4.5 million, or 27.5%,
to approximately $20.9 million. The Company's effective tax rate was 39.4% in
the third quarter of 1999 as compared to 39.8% in the third quarter of 1998.
Net income increased approximately $2.8 million, or 28.3%, to approximately
$12.6 million. Net income as a percentage of sales decreased to 7.4% in the
third quarter of 1999, compared to 8.4% in the third quarter of 1998.
RESULTS OF OPERATION: NINE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO THE
NINE MONTHS ENDED SEPTEMBER 30, 1998.
Sales increased approximately $133.3 million, or 50.4%, to approximately
$397.6 million for the nine months ended September 30, 1999 from approximately
$264.4 million for the nine months ended September 30, 1998. Sales were
higher primarily as a result of increased home closings; 3,372 homes were
closed in the nine months ended September 30, 1999, compared to 2,322 homes
closed during the nine months ended September 30,1998. Selling prices were
also higher, approximately $118,000 per home for the nine months ended
September 30, 1999 as compared to approximately $113,900 during the same
period in 1998. Part of the increase in closings is attributable to
Crossmann's presence in new markets:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Closings through Closings through
third quarter third quarter %
City Entered in 1999 1998 Increase
- ---------------------- ---------- ---------------- ---------------- ---------
Raleigh June 1999 51 -0-
Charlotte April 1998 164 -0-
Nashville July 1998 67 -0-
Myrtle Beach June 1998 245 128
---------------- ----------------
New markets 527 128 311.7%
All other markets 2,845 2,194 29.7%
</TABLE>
Excluding these new markets, the Company closed 651 more units in 1999 than in
1998, an increase of 29.7%.
Gross profit increased approximately $25.3 million, or 45.2%, to approximately
$81.4 million. This represents a gross margin of 20.5% of sales in the first
nine months of 1999 as compared to 21.2% of sales in the first nine months of
1998. The lower margin in 1999 is due in part to increased use of financing
assistance programs in 1999 compared to 1998 and to higher indirect field
costs and interest incurred to achieve the higher production level. Some
commodity prices were higher in the quarter, but, in general, these costs were
offset by increased prices to the consumer.
Selling, general and administrative expenses increased approximately $11.6
million, or 38.0%, to approximately $42.0 million. This increase is
principally increased sales commissions on the higher sales volume. Crossmann
also incurred higher advertising and administrative expenses associated with
the higher level of production and required by the Company's new divisions.
Selling, general and administrative expenses as a percentage of sales declined
to 10.6% in the first nine months of 1999, compared to 11.5% in the first nine
months of 1998.
Other income net of expenses decreased approximately $250,000, from
approximately $4.7 million for the first nine months of 1998 to approximately
$4.5 million in 1999. Trinity contributed approximately $2.4 million in 1999
compared to approximately $1.6 million in 1998.
Income before income taxes increased approximately $12.9 million, or 44.0%, to
approximately $42.3 million. The Company's effective tax rate was 39.7% in
the first nine months of 1999 as compared to 39.7% in the first nine months of
1998. Net income increased approximately $7.8 million, or 44.1%, to
approximately $25.5 million. Net income as a percentage of sales decreased to
6.4% in 1999, down from 6.7% in 1998.
CHANGES IN FINANCIAL POSITION
Inventory
Real estate inventories increased approximately $64.4 million, or 30.0%, from
their December 31, 1998 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 for the
year 2000 and beyond.
Goodwill
Goodwill increased approximately $2.2 million or 14.5% during the first nine
months of 1999 due primarily to the acquisition of Homes by Huff & Co., Inc.
in June of this year.
Notes Payable
Notes payable increased approximately $43.6 million during the first nine
months of 1999 as borrowings were used to finance real estate inventories,
acquisitions, and joint venture investments.
CAPITAL RESOURCES AND LIQUIDITY
At September 30, 1999, the Company had approximately $3.9 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
$278.6 million, or 79.6% of total assets, at September 30, 1999, compared to
$214.2 million or 75.5% of total assets at December 31, 1998. 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 $100.0 million unsecured line of credit, with Bank One, Indiana, N.A. as
agent. The line of credit bears interest at the banks'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, 2002. At September 30, 1999, $78.2 million was outstanding
on this line.
The Company also has approximately $66.7 million in senior notes outstanding.
Of this total, $16.7 million is payable through 2004 at a fixed interest rate
of 7.625%, payable quarterly. On December 21, 1999, the Company will make a
scheduled reduction in the outstanding principal balance of these notes of
$2,777,778. Crossmann has an additional $50.0 million in notes outstanding,
payable through 2008 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. The
agreements also restrict payments of cash dividends on the common shares 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
A home is included in "backlog" upon execution of a sales contract by the
customer; sales and cost of sales are recognized when the title is transferred
and the home is delivered to the buyer at "closing." The Company generally
builds 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.
Backlog at September 30, 1999 was 2,508 homes with an aggregate sales value of
approximately $295.0 million, compared to 2,346 homes with an aggregate sales
value of approximately $266.0 million at September 30, 1998. The increase in
the number of homes in backlog is approximately 6.9%. Starting backlog was
higher, with 1,744 in backlog at January 1, 1999, compared to 1,080 at January
1, 1998. New orders in the first nine months of 1999 were higher as well:
4,136 contracts were written in the first nine months of 1999 as compared to
3,588 in 1998, an increase of 15.3%. In addition, Crossmann acquired 66 homes
in backlog with its acquisition of Huff.
YEAR 2000 SYSTEM REQUIREMENTS
Risks presented by the year 2000 Issue.
Crossmann's management believes that the Company's core selling and
construction operations are largely unautomated and would continue
uninterrupted even in the event of Year 2000 problems. As for accounting and
administration, the Company's software is largely not date-dependent. Dates
are carried for informational purposes and are not generally used in
computations.
Systems testing.
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 has been tested in the course of normal maintenance. The Company's
programmers have identified those few instances where dates are compared and
have initiated corrections to handle the date change properly. Equipment and
software peripheral to Crossmann's central system have also been tested for
Year 2000 compliance. Management believes that replacements and upgrades
required have been completed.
Costs.
The cost and timing of upgrades to hardware and software corrections were not
materially different than normally scheduled upgrades.
Contingency plans.
Management's contingency plans, which are intended to enable the Company to
continue to operate normally in the event of a system failure, include
performing some procedures manually, changing suppliers, if necessary, and
repairing or obtaining replacement systems.
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.
Interest Rates
Mortgage loan interest rates have climbed during the year. From their low of
approximately 6.7% in January, mortgage rates had climbed 100 basis points by
September. The Company has experienced many such interest rate changes in its
history and responds to them by counseling customers from fixed-rate
instruments to adjustable-rate mortgage products. The Company may also assist
by contributing funds to lock in or buy down rates, thus protecting the
customer from significant interest rate fluctuation. These measures impact
margins but secure the Company's backlog. These strategies have been
effective in the past; however, there is no assurance that interest rates 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. Heavy storms along the North and
South Carolina coast affected selling and production activity in Crossmann's
Myrtle Beach market. Disruptions due to weather did not materially effect
third quarter closings or production for the fourth quarter; however, weather
may have been a factor in slower sales for this market during the quarter. It
is not now clear whether hurricane activity and the publicity surrounding such
storms will have an effect on sales in this market in the future.
FUTURE TRENDS
Orders for the third quarter were 910 this year compared to 1,143 in the third
quarter of 1998, down 20%. This is the first downward order comparison in 10
consecutive quarters; management believes this softening of orders reflects
higher interest rates and a generally tighter monetary policy this year
compared to the period last year. Crossmann's management is monitoring this
trend closely to plan for next year's volume and to develop appropriate
strategy.
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 5. Other Information.
ITEM 4. SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
<TABLE>
<CAPTION>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
a) Exhibits
<S> <C>
Exhibit
Number Description of Exhibit
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.)
10.1 1993 Outside Director Stock Option Plan. (Incorporated by reference to Exhibit 10.2
to Form S-1 Registration Statement No. 33-68396.)
10.2 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 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.)
10.41 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.)
10.42 Credit Agreement, dated April 1, 1999, among Crossmann Communities, Inc. and
Bank One, Indianapolis N.A. (as "Agent') and the Lenders Parties Thereto.
(Incorporated by reference to Exhibit 10.16 to Form 10-Q dated May 13, 1999)
10.43 First Amendment to Credit Agreement, dated June 11, 1999, among Crossmann
Communities, Inc. and Bank One, Indiana N.A. (As "Agent') and the Lenders Party
Thereto. (Incorporated by reference to Exhibit 10.43 to Form 10-Q dated August 13,
1999.)
10.44 Promissory Note, dated June 11, 1999, in favor of Bank One, Indiana, N.A.
(Incorporated by reference to Exhibit 10.44 to Form 10-Q dated August 13, 1999.)
10.45 Promissory Note, dated June 11, 1999, in favor of Fifth Third Bank, Indiana.
(Incorporated by reference to Exhibit 10.45 to Form 10-Q dated August 13, 1999.)
10.46 Promissory Note, dated June 11, 1999, in favor of Huntington National Bank of
Indiana. (Incorporated by reference to Exhibit 10.46 to Form 10-Q dated August 13, 1999.)
10.47 Promissory Note, dated June 11, 1999, in favor of PNC Bank of Ohio, N.A.
(Incorporated by reference to Exhibit 10.47 to Form 10-Q dated August 13, 1999.)
10.48 Promissory Note, dated June 11, 1999, in favor of KeyBank National Association.
(Incorporated by reference to Exhibit 10.48 to Form 10-Q dated August 13, 1999.)
10.49 Asset Purchase Agreement, dated June 18, 1999 by and among Crossmann
Communities, Inc., Crossmann Communities of North Carolina, Inc., Homes by Huff
& Co., Inc., Mitchell T. Huff, Thomas A. Huff and Thomas C. Huff. (Incorporated
by reference to Exhibit 10.49 to Form 10-Q dated August 13, 1999.)
10.50 Employment contract dated June 18, 1999, by and among Crossmann Communities
of North Carolina, Inc., Crossmann Communities, Inc. and Mitchell T. Huff.
(Incorporated by reference to Exhibit 10.50 to Form 10-Q dated August 13, 1999.)
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 19.1to
Form 10-Q dated August 12, 1994.)
27.1 Financial Data Schedule for the quarter ended September 30, 1999.
</TABLE>
(b) Reports on Form 8-K.
On October 8, 1999 the Company filed an 8-K with the Securities and
Exchange Commission announcing that the Board of Directors of the Company has
authorized the purchase of up to 15% of the outstanding Common Shares of the
Company in open market or privately negotiated transactions in compliance with
Rule 10b-18. As of the date of this filing, the Company had repurchased
71,100 Common Shares.
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, 1999
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
Crossmann Communities, Inc.
Exhibit 27.1
Article 5 Financial Data Schedule for 1999 3rd Quarter 10-Q
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> SEP-30-1999
<CASH> 3934146
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 278583197
<CURRENT-ASSETS> 0
<PP&E> 8311520
<DEPRECIATION> 3625630
<TOTAL-ASSETS> 349822957
<CURRENT-LIABILITIES> 0
<BONDS> 144867507
0
0
<COMMON> 65642886
<OTHER-SE> 110640094
<TOTAL-LIABILITY-AND-EQUITY> 349822957
<SALES> 397648561
<TOTAL-REVENUES> 397648561
<CGS> 316250420
<TOTAL-COSTS> 316250420
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1558335
<INCOME-PRETAX> 42306238
<INCOME-TAX> 16792122
<INCOME-CONTINUING> 25514116
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 25514116
<EPS-BASIC> 2.21
<EPS-DILUTED> 2.16
</TABLE>
