SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the year ended October 31, 1999
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OR 1934
For the transition period from N/A
Commission File Number: 33-72106
THE FORECAST GROUP "Registered Tradename", L.P. and
FORECAST "Registered Tradename" CAPITAL CORPORATION
(Exact Name of Registrants as specified in their charter)
California 33-0582072
California 33-0582077
(State of Organization) (IRS Employer Identification Number)
10670 Civic Center Drive, Rancho Cucamonga, California 91730
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(909)987-7788
Securities Registered Pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which Registered
- ------------------- -----------------------------------------
11 3/8% Senior Notes None
Due 2000
Securities Registered Pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Sections 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
There was no voting stock held by nonaffiliates of the Registrant
at December 22, 1999.
At December 22, 1999, Forecast "Registered Tradename" Capital
Corporation had 2,500 shares of Common stock outstanding.
<PAGE>
PART I
ITEM 1 - BUSINESS
General
The Forecast Group "Registered Tradename", L.P.,
("Forecast" "Registered Tradename" or the "Company") currently
designs, builds and sells affordably-priced single family
detached homes primarily to entry-level and first time move-up
buyers in California. The Company operates in two distinct
geographic regions (Northern California and Southern
California), and is a leading homebuilder in its targeted
submarkets (based on the number of homes closed) with operations
throughout most major metropolitan areas and employment centers
within these markets. In September 1999, the Company sold all of
its lots in Phoenix, Arizona to a national homebuilder, and
granted that same homebuilder an option to acquire all of the
Phoenix, Arizona lots that the Company has under option.
The Company is the successor to the residential real estate
development business founded in 1971 by Mr. James P. Previti, the
Chairman of the Board and President of the general partner of The
Forecast Group "Registered Tradename", L.P. from 1971 through
1989, the Company's operations were focused on the Southern
California regions known as the Inland Empire and Antelope
Valley. In 1989, the Company expanded operations into the
Sacramento Valley region of Northern California. Further
diversification and expansion occurred in 1995 when the Company
expanded into northern San Diego County. Since 1976, the Company
has closed more that 14,360 homes, including 1,531 homes
during the fiscal year ended October 31, 1999.
The financial and operational expectations the Company has set
out in this filing, for periods extending beyond October 31, 1999,
are not actual results, nor guaranteed results. Rather, they are
assumptions that are based upon preliminary estimates garnered
from factors that the Company's management believes to be
reasonable at the time of this filing. The homebuilding industry
is extremely competitive, with pricing being determined by a
wide variety of factors, including the availability of land
and the state of the economy in any one or more regions in
which the Company builds. In addition, to any of the factors set
out in this filing which could present an operational and/or
financial risk to the Company, there are economic, competitive,
governmental and other factors which could also affect any or
all of the forward-looking statements contained in this filing.
Geographic Markets
The Company's operations service the metropolitan areas
surrounding Los Angeles, Orange County, San Diego, San Francisco
and Sacramento, California. The Company believes that each of
these areas represents an attractive homebuilding market with
significant growth opportunities, and that its geographic
diversity provides a greater balance to the Company's earnings,
thereby reducing the Company's exposure to potentially adverse
economic conditions in any one geographic area. The Company also
believes that each of its local operations is well established in
its respective markets and that it has developed a reputation for
building superior quality homes at competitive prices. The
Company maintains the flexibility to tailor its product mix
within a given market depending upon market conditions.
Operating Strategy
The Company believes that its history of building high
quality entry-level and first-time move-up homes in California
and its conservative operating strategy, have enabled the Company
to successfully weather cyclical downturns and position the
Company to capitalize on the improving California market. The
Company's strategy has been to (i) select markets that exhibit
favorable demographic trends for the construction and sale of
affordably-priced, single family detached homes in the entry
level and first-time move-up market segment, (ii) provide its
customers with quality homes which reflects a superior value in
comparison to the prices of competitor's homes, and (iii) employ
an operating strategy designed to reduce the risks and costs
inherent in the homebuilding business, while also maximizing its
return on investment capital in relation to such risks.
Key elements of the Company's operating strategy include the
following:
Geographic Diversity and Growth Markets. The Company
competes in a variety of geographical markets and attempts to
react quickly to allocate capital to those markets which it
believes provide attractive growth characteristics and
opportunities for superior returns. The majority of the
Company's markets have experienced significant population and
employment growth in recent years. The company strives to
maintain a strong competitive position in all of its submarkets
and generally is among the top single family homebuilders in its
submarkets. The Company, through its full-time in-house research
and marketing staff, and through the selective use of third-party
sources, regularly conducts market research and demographics
analyses of both its existing and potential markets to predict
the depth and breadth of demand for affordably-priced houses.
Based on its current market research, the Company believes that
it has opportunities to expand in its existing markets and has
identified several new geographic markets which possess
attractive characteristics well-suited to the Company's
homebuilding practices.
Focus on Entry-level and First-Time Move-up Home buyers.
Throughout its history the Company has primarily focused on entry
- -level and first time move-up home buyers because it believes they
represent the largest segment of the homebuilding market, and
also during cyclical downturns are the least affected segment in
terms of a reduction in the demand for homes. Also, this segment
includes first-time home buyers whose home purchases are not
dependent on the sale of an existing home. Affordably-priced
homes generally qualify for FHA/VA financing and other state
sponsored home buying financing programs, which permit lower down
payments and in some instances may provide lower interest rates,
thereby expanding the Company's customer base. In select
markets, the Company entered into the second-time move up
segment. The decision to build in the second-time move up market
is predicated on superior demand in specific sub-markets in order
to minimize the Company's overall operating and financial risks.
Commitment to Customer Satisfaction. The Company is
committed to providing customer satisfaction through quality
construction and customer service. Throughout the Company's
markets, customer satisfaction surveys indicted that more than
97% of those customers who purchased homes from the Company in
1999 were satisfied with their purchase and would recommend a
home built by the Company to a friend. The Company believes that
its long history of providing high quality affordably-priced
homes has resulted in many referral sales.
Build a Standardized Product that can be Constructed
Quickly, Efficiently and Cost Effectively. Each product line
built by the Company has several different elevations and
floorplans, but essentially consists of standardized features
that allow relatively quick, cost effective construction. Each
product line is periodically value engineered to identify
potential cost savings.
Experienced Management and Decentralized Operations.
The Company's senior corporate officers and division presidents
are highly-experienced and average over 20 years in the
homebuilding business. Mr. James P. Previti, Chairman of the
Board and President of the general partner of The Forecast Group
"Registered Tradename", L.P., founded the Company's predecessors
in 1971 and has played a prominent role in the California
Building Industry Association. Each division is run by a local
division president, who has in-depth familiarity with the
geographic area within which the division operates, and who
supervises area and district managers with specific profit and
loss responsibilities in their designated areas.
Use of Sophisticated Management Information Systems.
The Company employs an information system used by many of the top
homebuilders in the country to track costs and construction
activities in multiple communities. The Company, on a real-time
basis, can analyze production costs, status of pending sales and
inventory levels, lot premiums, homes in escrow, homes closed and
profit margins both for the Company as a whole, for each
individual community and for each individual lot within each
community. This system allows the Company to closely monitor and
control its level of completed but unsold homes, detect trends
early and to more effectively deploy capital and resources to
respond to such trends and adjust its production capacity
accordingly.
Conservative Land Policy. The Company seeks to
maximize its return on capital employed by limiting its
investment in land and by focusing on inventory turnover. To
implement this strategy and to reduce the risks associated with
investment in land, the Company's land acquisition process is
controlled through a formal corporate land approval committee to
help ensure that transactions meet the Company's standards for
financial performance and risk. In the ordinary course of its
homebuilding business, the Company utilizes both direct
acquisition and a variety of option contracts to control the
number of lots it maintains in inventory for use in the sale and
construction of homes. The choice of which vehicle is used is
dependent on which vehicle the Company deems to be more
advantageous given the Company's profit objectives, capital
constraints, and local market conditions. The Company also
generally seeks to close escrow on land only after all of the
necessary entitlements are received, thereby allowing
construction to commence within a relatively short time period
thereafter. By doing this, the Company is generally able to
maintain inventories of land that are expected to be developed
within two to three years or less in an effort to match land
costs with current market prices for finished homes.
Maintain Strict Cost Controls. The Company believes
that maintaining stringent cost controls is a key factor in
improving profitability. The Company controls costs and reduces
risk by: (i) generally purchasing land that is already entitled
for residential development; (ii) managing the construction
process to maintain low levels of unsold inventory and maximize
inventory turnover; (iii) utilizing high quality durable building
materials and standardized design plans;(iv) utilizing
experienced subcontractors, especially those with which the
Company has long-standing relationships; and (v) using its
competitive advantage in its submarkets to obtain volume
discounts on construction materials and favorable pricing from
subcontractors.
Require Home Buyers to Pre-Qualify Financially Prior to
Approving a Sales Contract. Prior to entering into a sales
contract with a prospective home buyer, the Company seeks to have
the mortgage company, typically its Forecast "Registered
Tradename" Home Mortgage, LLC ("Forecast Mortgage") affiliate,
confirm that the home buyer has the apparent ability to qualify
for the purchase of the home. Management believes this presales
qualifying procedure results in sales that are more likely to
close, thereby reducing the cancellation rate.
Summary of Residential Projects
The following table presents information relating to the
Company's markets and communities in which construction is either
in progress or in the planning process. All homes are single
family detached. As of October 31, 1999, the Company owned 3,523
lots available for future home closings and had another 3,150
building lots under its control through acquisition contracts.
<TABLE>
- ---------------------------------------------------------------
Bldg. Total Sales Sales
No. of Bldg. Lots Bldg. Backlog Price
Active Lots Under Lots as of Range
Market Communities Owned Contract Avail. 10/31/99
(1) (2) (3)
- ---------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Southern
California 11 2,235 1,720 3,955 117 $105,990
-
277,990
Northern
California 10 1,288 1,185 2,473 129 $111,990
-
281,500
Arizona (4) - - 245 245 -
- ---------------------------------------------------------------
Company Total 21 3,523 3,150 6,673 246
===============================================================
</TABLE>
(1) Building lots under contract include lots the
Company has the right to acquire under option provisions
in certain acquisition contracts; thus, there can be no
assurance the Company will actually acquire these lots.
(2) Sales backlog refers to sales contracts that
have not yet closed. There can be no assurance that
closings of homes will occur.
(3) Reflects base price, excluding any lot premiums
and buyer selected options, which vary from
community to community.
(4) Company sold all of it's lots to a national
homebuilder in September, 1999.
Land Acquisition
The Company initiates projects in markets that it believes
Will exhibit satisfactory sales absorption rates at or above its
investment targets for its projected number of new homes. The
Company selects markets characterized by their proximity to urban
areas that have convenient access to local and regional commuter
corridors. The Company's homes are predominately located within
commuting distance to major employment centers.
Additional factors the Company considers before purchasing
land for the development of a new home community include:
proximity to existing developed areas; population growth
patterns; availability and quality of existing public services
such as water, gas, electricity, sewers and schools; employment
growth rates; the perceived sales absorption rates for new
housing; transportation availability; the estimated costs of
development; and the proximity of competing homebuilders. The
general policy of the Company is to complete a purchase of land
only after it has conducted a thorough feasibility study at no
financial risk to the Company, and when it can reasonably project
commencement of development and construction within a specified
period of time. Closing of the land purchase is, therefore,
generally made contingent upon satisfaction of conditions
relating to the property and to the Company's ability to obtain
all requisite entitlements from governmental agencies within a
certain period of time. The Company customarily acquires
unimproved or improved land zoned for residential use which
appears suitable for the construction of the number of homes the
Company believes fits with its projected sales absorption rates
and expected demand within that market.
The Company has the capability to purchase and develop
unentitled land, but in doing so acts to minimize the risks
associated with such land by generally conditioning the closing
on the attainment of all necessary entitlements. "Entitled" land
is generally defined as land that has received all necessary land
use approvals for residential development from the appropriate
state, county and local governments, including any required tract
maps and subdivision approvals.
Although the Company's profitability is affected by changing
land prices, the Company attempts to minimize this risk by
acquiring land under terms that meet its operating schedules and
selling excess lots to other builders who do not compete at the
same price point as the Company. The Company has also utilized
rolling options and phased land purchases in order to control
larger amounts of land without the attendant financing and
carrying costs.
The amount of land purchased by the Company has fluctuated
substantially from period to period based on when entitlements
were obtained, prices, availability of financing, existing land
inventory, projected demand for homes and other factors. In
general, the Company's practice is to have a land inventory,
either owned or under contract, equal to approximately three
years of planned operations. As of October 31, 1999 the Company
owned 3,523 lots, which the Company believes is adequate for
approximately 24 months of operations at current sales absorption
levels. In addition, the Company controls approximately 3,150
lots under binding and non-binding agreements which provide the
Company with the option to purchase such lots in the event that
the Company's targeted markets continue to exhibit increased
sales absorption levels. These lots controlled by the Company
would allow for an additional 22 months of operations based on
increased sales absorption levels.
Construction
The Company acts as the general contractor for the
construction of its communities. Virtually all construction work
for the Company is performed by subcontractors. The Company's
employees supervise the construction of each community,
coordinate the activities of subcontractors and suppliers,
subject their work to quality and cost controls and assure
compliance with zoning and building codes. The Company's
subcontractors follow design plans prepared by architects who are
retained by the Company and whose designs are geared to the local
market. Subcontractors typically are retained on a phase-by-phase
basis to complete construction at a fixed price. During its
history, the Company has established long-term relationships with
a number of subcontractors, and sometimes negotiates price and
volume discounts with manufacturers and suppliers on behalf of
subcontractors in order to take advantage of its volume of
production. The Company is not dependent to any material extent
upon the services of any one subcontractor and believes that, if
necessary, it can generally retain sufficient qualified
subcontractors for each aspect of construction. The Company
believes that conducting its operations in this manner enables it
not only to readily and efficiently adapt to changes in housing
demand, but also to avoid fixed costs associated with retaining
construction personnel.
Sales, Marketing and Research
The Company makes extensive use of advertising and other
promotional activities, including newspaper and magazine
advertisements, brochures, direct mail and the placement of
strategically located sign boards in the immediate areas of its
communities. The Company's major media advertising is done
regionally. Because the Company usually offers multiple
communities within a single market area, it is able to utilize
multiple community advertising that highlights all Company
developments within that same market area.
The Company normally builds, decorates, furnishes and
landscapes model homes for each community and maintains on-site
sales offices, which typically are open seven days a week. The
Company believes that model homes play a particularly important
role in the Company's marketing efforts. Consequently, the
Company expends a significant effort in creating an attractive
atmosphere at its model homes. Interior decorations vary among
the Company's models and are carefully selected based upon the
lifestyles of targeted buyers. Structural changes in design from
the model homes are not generally permitted, but home buyers may
select various other optional construction and design amenities,
including floor coverings.
The Company sells most all of its homes through Company
sales representatives, who typically work from the sales offices
located at the model homes used in each subdivision or in on-site
sales trailers. The sales representatives are paid by the Company
on commission. To a lesser extent, the Company also uses
independent cooperative brokers to assist in selling its homes.
Company representatives are available to assist prospective
buyers by providing them with floor plans, price information and
tours of model homes and by assisting them with the selection of
options. Sales representatives attend periodic meetings at which
they are provided information regarding other products in the
area, the variety of financing programs available, construction
schedules and marketing and advertising plans. The Company
believes this effort results in a more motivated sales force and
higher absorption rate.
Customer Financing
The Company offers its customers mortgage financing through
Forecast "Registered Tradename" Home Mortgage. Forecast "Registerd
Tradename" Home Mortgage is owned 50% by Norwest, Inc.
(a nationally recognized mortgage banker; "Norwest") and 50% by
Inland Counties Mortgage, LLC, a California limited liability company
("Inland Counties Mortgage"). The Forecast Group "Registered
Tradename", L.P., owns a 98% share of Inland Counties Mortgage.
Forecast "Registered Tradename" Corporation (a limited partner of The
Forecast Group "Registered Tradename", L.P.) owns the other 2%.
Through Forecast Home Mortgage, the Company seeks to assist its
home buyers in obtaining financing by offering to qualified buyers
the variety of financing options offered by Norwest, and by
making and processing the loans in a timely and professional
manner. Forecast "Registered Tradename" Home Mortgage is expected
to provide mortgage financing for approximately 70% of the homes
sold by the Company in fiscal year 2000.
Customer Service and Relations
Each purchaser of a home from the Company is given an
information booklet describing area amenities and services, such
as schools, health services and emergency services. The Company's
Warranty Service Manual identifies the appliances, fixtures and
heating/cooling and other systems installed in the house, and
provides information on warranties, maintenance and manufacturer
information. The Company believes that these practices reinforce
the home buyer's sense of moving into a community. After closing,
the Company continues to communicate its image through a variety
of marketing techniques that are designed to enhance the buying
experiences of the home buyer.
Customer Warranties
The Company provides one year limited warranties on
purchases of its homes and by doing so seeks to ensure that the
Company will have any deficiencies that arise due to faulty
workmanship, defective materials, or significant construction
flaws in the structural components of the home or in the lot on
which the home is located, corrected. The warranty does not,
however, include items that are covered by manufacturer's
warranties (such as appliances and air conditioning) or items
that are not installed by employees or contractors of the Company
(such as flooring installed by an outside contractor employed by
the homeowner). Statutory requirements in the states in which
the Company does business may grant rights to home buyers in
addition to those provided by the Company. California law
establishes a ten-year statutory period and Arizona an eight-year
statutory period during which a home buyer may request the Company
to repair any latent defects in the architectural design or
actual construction of their home. The Company generally
maintains reserves with respect to units previously sold for the
purpose of covering estimated future warranty expenditures, and
maintains insurance coverage to minimize the impact any claims
for latent defects would otherwise have upon the Company.
Competition and Market Factors
The homebuilding industry is highly competitive, with
numerous other developers and homebuilders competing for
desirable properties, financing, raw materials and skilled labor.
The Company competes with national, regional and local builders,
many of whom have greater financial resources than the Company.
Moreover, sales of homes and land by competitors at deeply
discounted prices or with substantial customer incentives could
have a material adverse effect on the Company. The Company
competes primarily on the basis of quality, price, design,
service and location. The Company believes that its primary
competitive strength has been its consistent ability to offer
quality homes at affordable prices.
The homebuilding industry is cyclical and significantly
affected by consumer confidence levels, interest rates,
employment trends and other prevailing economic conditions. A
variety of other factors affect the homebuilding industry and
demand for new homes, including consumer preferences, demographic
trends, availability of mortgage financing and costs associated
with home ownership such as property taxes, assessments and
homeowner association fees.
Government Regulation and Environmental Matters
The housing industry is subject to increasing environmental,
building, zoning and real estate regulations that are imposed by
various federal, state and local authorities. Such regulations
affect homebuilding by specifying, among other things, the type
and quality of building material that must be used, certain
aspects of land use and building design, as well as the manner in
which homebuilders, such as the Company, may conduct their sales
activities and other dealings with their home buyers. In
developing a community, the Company must obtain the approval of
numerous governmental authorities regarding such matters as
permitted land uses, housing density, the installation of utility
services (such as water, sewer, gas, electricity, telephone and
cable television), and the dedication of acreage for open space,
parks, schools and other community purposes. Furthermore,
changes in prevailing local circumstances or applicable laws, may
require additional approvals, or modifications of approvals
previously obtained.
Environmental laws may cause the Company to incur
substantial compliance, mitigation and other costs, may restrict
or prohibit development in certain areas and may delay completion
of the Company's communities. As a result, the Company engages
outside professional consultants to evaluate any land prior to
its purchase by the Company. Although environmental laws have
not had a material adverse effect on the Company to date, and
management is not currently aware of any environmental compliance
issues that are expected to have a material adverse effect on the
Company, no assurance can be given that such laws will not have a
material adverse effect on the Company's operations in the
future.
Employees
As of October 31, 1999, the Company employed approximately
216 persons, including corporate staff and other personnel
involved in sales, construction and customer service. Although
none of the Company's employees are covered by collective
bargaining agreements, some of the subcontractors and suppliers
engaged by the Company are represented by labor unions or are
subject to collective bargaining agreements. The Company
believes that relations with its employees, subcontractors and
suppliers are good.
ITEM 2 - PROPERTIES
The principal executive offices of the Company are located
at 10670 Civic Center Drive, Rancho Cucamonga, California 91730.
The telephone number is (909) 987-7788.
The Company leases approximately 15,500 square feet of
office space for its corporate headquarters in Rancho Cucamonga
and approximately 8,425, and 1,940 square feet of office space in
Sacramento, California, and Oceanside, California, respectively.
The Company's corporate headquarters and Sacramento office are
leased from affiliates of Mr. Previti. See "Item 13 - Certain
Relationships and Related Transactions". During the first fiscal
quarter of 2000, the Company will have modular satellite offices
for each geographic region in Southern California which will
enhance our management presence in each area of operation. The
satellite offices will be located in the Santa Clarita area of
Los Angeles County and the north Murrieta area of Riverside
County, which will replace the Oceanside office.
ITEM 3 - LEGAL PROCEEDINGS
The Company is subject to routine litigation incidental to
its business. In the opinion of management, the resolution of
such claims will not have a material adverse effect on the
operating results or financial position of the Company.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of security
holders during the Company's fiscal year ended October 31, 1999.
ITEM 5 - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
The registrant's common equity has not been registered
pursuant to Section 12(b) of the Act and is not traded.
ITEM 6 - SELECTED CONSOLIDATED FINANCIAL DATA
The following selected consolidated financial data (except
operating and other data) are derived from the consolidated
financial statements of the Company, which have been audited by
Ernst & Young LLP, independent auditors. The selected
consolidated financial data should be read in conjunction with
the consolidated financial statements, related notes, and other
financial information included herein.
<TABLE>
- ---------------------------------------------------------------
Year Ended October 31
--------------------------------------------
Note: $ are in
thousands 1999 1998 1997 1996 1995
- ---------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Operating Data:
- ---------------
Homes Delivered:
Number of
Homes Delivered 1,531 1,228 901 1,006 915
===== ===== === ===== ===
Average Price of
Homes Delivered $183.3 $161.3 $147.1 $140.8 $139.4
Sales Backlog (1):
Number of Homes
in Sales Backlog 246 233 289 165 200
=== === === === ===
Aggregate Value of
Homes in
Sales Backlog $48,471 $38,179 $44,707 $22,659 $25,657
Average Price
of Homes in
Sales Backlog $197.0 $163.9 $154.7 $137.3 $128.3
Statement of
Operations Data:
- -----------------
Homebuilding
Revenues $280,644 $198,074 $132,518 $141,652 $127,538
Cost of
Homes Sold 228,859 164,335 112,278 117,702 113,792
Land Sales
Revenue 42,271 999 0 0 0
Cost of
Land Sold 40,958 999 0 0 0
Selling &
Marketing Ex. 17,165 14,384 13,929 15,215 12,114
General &
Admin. Ex. 16,064 11,397 7,397 7,006 7,508
Provision for
Losses on Real
Estate Inventory 0 0 6,635 0 2,937
Loss on Abandoned
Land Options 223 202 726 3 139
- ---------------------------------------------------------------
Operating Income
(Loss) 19,646 7,756 (8,447) 1,726 (8,952)
- ---------------------------------------------------------------
Interest Income 682 455 395 274 200
Interest Expense 0 264 0 0 119
Other Income 1,247 2,500 156 14 472
- ---------------------------------------------------------------
Income (Loss)before
Income Taxes &
Extraordinary
Gain 21,575 10,447 (7,896) 2,014 (8,399)
- ---------------------------------------------------------------
Extraordinary Gain
On Extinguishment
Of Senior Notes 0 34 1,634 1,876 3,312
- ----------------------------------------------------------------
Net Income(Loss) $21,575 $10,481 ($6,262) $3,890 ($5,087)
================================================================
Balance Sheet Data:
- -------------------
Real Estate
Inventory $110,800 $84,152 $71,012 $80,760 $82,575
Total Assets 146,918 113,908 91,582 102,186 97,241
Debt 64,738 60,059 56,053 60,195 60,925
Partners' Equity 52,718 31,143 20,662 26,924 23,234
Other Data:
- -----------
Gross Margin % 18.5% 17.0% 15.3% 16.9% 10.8%
EBITDA (2) $30,178 $19,018 $7,434 $9,453 $317
Interest
Incurred (3) $10,193 $7,123 $7,076 $7,884 $8,073
Coverage Ratio(4) 3.0 2.7 1.1 1.2 0.0
Debt to
Equity Ratio (5) 1.2 1.9 2.7 2.2 2.6
</TABLE>
(1) "Backlog" represents the number of homes subject
to sales contracts executed by buyers with
respect to specific lots and the aggregate dollar
value of such sales contracts outstanding at the end of the
period.
(2) "EBITDA" means earnings before interest (including
previously capitalized interest included in cost of sales),
income taxes, depreciation and amortization, and has
been computed on a basis consistent with the terms of the
Indenture. EBITDA is not intended to represent cash flow
or any other measure of performance in accordance with
generally accepted accounting principles.
(3) Interest incurred includes all interest incurred during the
respective period, whether expensed or capitalized, and has
been computed on a basis consistent with the terms of the
Indenture.
(4) "Coverage Ratio" means the ratio of EBITDA to Interest
Incurred as calculated in accordance with the
definition of such term in the Indenture.
(5) "Debt-to-Equity Ratio" means the ratio of all outstanding
Debt to Net Worth (Partners' Equity) as calculated in
accordance with the definition of such term in the
Indenture.
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The Company's results of operations for any period are
affected by a number of factors including the number of
communities under construction, the length of the development
cycle of its communities, product mix, weather, availability of
financing, costs of materials and economic conditions in the
areas in which the Company operates. Product mix (both product
line and size of home) has a substantial effect on the average
sales price of homes and gross margin from home sales because
smaller homes generally have lower sales prices and gross margins
than larger homes. The average sales price of homes from period
to period fluctuates based on product line, home size, geographic
mix and changes in the market price of housing.
The Company's results of operations reflect the cyclical
nature of the homebuilding industry and the Company's historical
focus on the Southern California housing market. Following
approximately seven years of a regional economic downturn, those
markets in which the Company operates began to see a recovery in
the fourth quarter of 1997 which has continued throughout fiscal
year 1999.
During the fourth quarter of fiscal year 1999, the Company
sold all of its owned land in Arizona to a national homebuilder.
The total lots sold were 774. The Company has an option to
purchase an additional 245 lots in Phoenix, Arizona, which the
same national homebuilder has a right to purchase from the
Company. Although the Company no longer is building homes in the
Phoenix area, the Company still provides warranty work for
previously closed homes in that market area, through a third
party vendor.
The following table sets forth certain information by
geographic region for the fiscal years 1999, 1998 and 1997. This
table excludes land sales revenue and cost of land sold.
<TABLE>
For the Year Ended October 31
- ---------------------------------------------------------------
Note: $ are in 1999 1998 1997
Thousands
- ------- ------------------------------------------------------
<S> <C> <C> <C>
Number of Homes Delivered:
- --------------------------
Southern California 711 539 351
Northern California 665 503 329
Arizona 155 186 221
-----------------------------
Total 1,531 1,228 901
=============================
Housing Sales:
- --------------
Southern California $123,626 $84,433 $51,723
Northern California 135,864 84,413 51,880
Arizona 21,154 29,228 28,915
--------------------------------
Total $280,644 $198,074 $132,518
================================
Gross Profit:
- -------------
Southern California $20,134 $16,477 $7,585
Northern California 27,927 12,892 7,589
Arizona 3,724 4,370 5,033
-------------------------------
Total $51,785 $33,739 $20,207
===============================
Gross Profit Margin:
- --------------------
Southern California 16.3% 19.5% 14.7%
Northern California 20.6% 15.3% 14.6%
Arizona 17.6% 15.0% 17.4%
-------------------------------
Total 18.5% 17.0% 15.3%
===============================
</TABLE>
During the fiscal year ended October 31, 1999, the Company
reported home building revenues of $280.6 million and net income
of $21.6 million, on record closings of 1,531 homes. Based on the
continued economic reports of increasing job formation and low
unemployment, management believes that consumer confidence and
homebuying in its market segment will continue to be strong over
the next few years.
Seasonality
The traditional annual operating cycle for the Company
generally starts with fewer customer orders from October through
December, followed by stronger customer orders from January
through June and moderate orders from June through September.
Because home deliveries usually trail customer orders by up to
120 days, the Company's revenues typically are lowest in its
first and second fiscal quarters due to seasonally slow customer
orders in the immediately preceding fiscal quarters.
Historically, the majority of the Company's revenues come in its
third and fourth quarters, as contracts for home sales entered
into in its second and third fiscal quarters are closed.
Backlog
The Company's backlog at October 31, 1999 and 1998,
respectively, were 246 homes with an average sales price of
$197,000 and 233 homes with an average sales price of $163,900.
Excluding homes in backlog in Arizona as of October 31, 1998, the
Company's increase in backlog in 1999 would have been 34% (184
units).
Results of Operations
A comparative summary of operating results for fiscal years
1999, 1998 and 1997 is presented in the following table:
<TABLE>
For the Year Ended October 31
---------------------------------
1999 1998 1997
----------------------------------
<S> <C> <C> <C> <C> <C> <C>
Amounts as a Percentage of
Revenues:
- ---------
Homebuilding Revenues 100.0% 100.0% 100.0%
Cost of Homes Sold 81.5% 83.0% 84.7%
------ ----- -----
Gross Profit 18.5% 17.0% 15.3%
Operating Expenses:
Selling & Marketing Exp. 6.1% 7.3% 10.5%
General & Admin. Exp. 5.7% 5.8% 5.6%
Provision for Impairment
Of Real Estate Inventory 0.0% 0.0% 5.0%
Loss on Abandoned
Land Options 0.1% 0.1% 0.5%
----- ----- -----
Total Operating Exp. 11.9% 13.1% 21.6%
----- ----- -----
Operating Income (Loss) 6.5% 3.9% (6.4%)
===== ===== =====
Average per Home Closed ($):
- ----------------------------
Homebuilding Revenues $183,308 $161,298 $147,079
Cost of Homes Sold 149,483 133,823 124,615
-------- -------- --------
Gross Profit 33,825 27,475 22,464
-------- -------- --------
Operating Expenses:
Selling & Marketing Exp. 11,212 11,713 15,459
General & Admin. Exp. 10,492 9,281 8,210
------ ------- -------
Total Operating Expenses 21,704 20,994 23,669
------- ------ -------
Operating Income (Loss) $12,120 (1) $6,481(1) ($1,205)(1)
======= ===== ======
Other Data:
- -----------
Number of Homes Closed 1,531 1,228 901
Number of Homes Sold 1,544 1,172 1,025
Number of Homes in
Sales Backlog 246 233 289
Aggregate Value of Sales
Backlog ($ millions) $48.5 $38.2 $44.7
</TABLE>
(1) Calculation does not include $223,000, $202,000 and $726,000
for loss on abandoned land options and $0, $0 and $6,635,000 for
provision for impairment of real estate inventory for fiscal
years ended October 31, 1999, 1998 and 1997, respectively.
Fiscal 1999 Compared to Fiscal 1998
Housing revenues for the fiscal year ended October 1999 were
a Company record $280.6 million, representing an increase of
$82.6 million or 41.7% from the fiscal year ended October 1998.
The revenues for fiscal year 1999 represent 1,531 closings, an
increase of 303 closings or 24.7% over fiscal year 1998. The
increase reflects a strengthening California housing market which
resulted in an increased absorption rates and overall sales in
the Company's submarkets. The average sales price of the homes
closed during fiscal 1999 was $183,308 as compared to $161,298
for the same period a year ago, representing an increase of
13.6%. The increase in average sales price is due primarily to
increases in sales prices in each of the Company's strongest
submarkets and the increase in the percentage of closings in the
Northern California Division as compared to the Company's overall
number of closings. These positive results are consistant with
the Company's annual business plan that was prepared in August
1998.
Gross profit from housing sales was $51.8 million for the
fiscal year ended October 31, 1999, an increase of $18.0 million
or 53.5%, from fiscal year ended October 31, 1998. Gross profit
per home increased to $33,825 from $27,475 representing a 23.1%
increase over the comparable period in 1998. Gross profit margin
for fiscal year ended October 31, 1999 was 18.5% as compared to
17.0% a year ago. The increase in gross margin was due primarily
to year-over-year 34.5% higher gross margins in the community
closings in the Northern California Division, and increased
prices and lower costs in certain of the Company's submarkets
resulting from greater demand. The lower costs were mainly a
function of increasing inventory turnover and minimizing standing
inventory.
During the year ended October 31, 1999, the Company sold
and subsequently leased back 71 model homes and recorded sales
of $13,729,000 and gross profit of $2,354,000. There were no
similar transactions in the prior year.
During the fiscal year ended October 31, 1999, the Company
had land sales of $42.3 million which resulted in a net gain
from land sales of $1.3 million. Land sales included the sale
of the Company's Arizona real estate holdings holdings for
approximately $33.5 million and a net gain of $1.8 million.
For the fiscal year ended October 31, 1999, the Company's
interest incurred increased 43.1% as compared to fiscal year
ended October 31, 1998. This increase is a result of increased
construction volume offset by pricing modifications in the
Company's loan terms. The Company's interest amortized to cost of
homes sold (as a percentage of revenue) decreased 26.4% to 2.9%
for the fiscal year ended October 31, 1999, from 4.0% for the
same period a year ago. This decrease is directly attributable to
increased absorption rates, which produced increased rates of
turnover resulting in lower capitalized interest costs.
Selling and marketing expenses increased by $2.8 million or
19.3% during the fiscal year ended October 31, 1999 as compared
to the fiscal year ended October 31, 1998. This increase is
directly attributable to the higher volume of closings during the
period. Selling and marketing, as a percentage of revenue,
decreased to 6.1% from 7.3% for the comparable period in 1998.
This decrease, as a percentage of revenue, is attributable to
both the higher closing volume and the reduction in sales
incentives necessary to achieve desirable absorption rates.
General and administrative expenses increased $4.7 million
during the fiscal year ended October 31, 1999, as compared to the
fiscal year ended October 31, 1998. The $4.7 million increase is
attributable to an increase in the number of employees in the
Company which was necessary to facilitate the Company's continued
expansion and active investigation of new land acquisition
opportunities, as well as an increase in management bonuses that
resulted from the improved profitability of the Company.
However, general and administrative expenses, as a percentage of
revenue decreased to 5.7% for the fiscal year ended October 31,
1999 from 5.8% for the fiscal year ended October 31, 1998.
Income before extraordinary gain was $21.6 million during
the fiscal year ended October 31, 1999, as compared to a net
income before extraordinary gain of $10.4 million for the fiscal
year ended October 31, 1998, which is representative of the
overall improvement of market conditions in those areas in which
the Company operates.
Extraordinary gain for the fiscal year ended October 31,
1998 was $34,000 related to the Company's repurchase of a portion
of its 11 3/8% Senior Notes having an aggregate outstanding
principal amount of $9.4 million. There were no extraordinary
gains for the fiscal year ended October 31, 1999.
Net income for the fiscal year ended October 31, 1999 was
$21.6 million, as compared to net income of $10.5 million in the
fiscal year ended October 31, 1998 due primarily to the factors
discussed above.
Fiscal 1998 Compared to Fiscal 1997
Housing revenues for the fiscal year ended October 1998 were
$198.1 million, representing an increase of $65.6 million or
49.5% from the fiscal year ended October 1997. The revenues for
fiscal year 1998 represent 1,228 closings, an increase of 327
closings or 36.3% over fiscal year 1997. The increase reflects a
strengthening California housing market which resulted in
increased absorption rates and overall sales in the Company's
submarkets. The average sales price of the homes closed during
fiscal 1998 was $161,298 as compared to $147,079 for the same
period a year ago, representing an increase of 9.7%. The
increase in average sales price is due primarily to increases in
sales prices in each of the Company's strongest submarkets.
Gross profit from housing sales was $33.7 million for the
fiscal year ended October 31, 1998, an increase of $13.5 million
or 66.7%, from fiscal year ended October 31, 1997. Gross profit
per home increased to $27,475 from $22,464 representing a 22.3%
increase over the comparable period in 1997. Gross profit margin
for fiscal year ended October 31, 1998 was 17.0% as compared to
15.3% a year ago. The increase in gross margin was due primarily
to year-over-year 32.7% higher gross margins in the community
closings in the Southern California Division, and increased
prices and lower costs in certain of the Company's submarkets
resulting from greater demand.
For the fiscal year ended October 31, 1998, the Company's
interest incurred increased 0.7% as compared to fiscal year ended
October 31, 1997. This increase is a result of increased
construction volume offset by pricing modifications in the
Company's loan terms. The Company's interest amortized to cost of
homes sold (as a percentage of revenue) decreased 36.5% to 4.0%
for the fiscal year ended October 31, 1998, from 6.1% for the
same period a year ago. This decrease is directly attributable to
increased absorption rates, which produced increased rates of
turnover resulting in lower capitalized interest costs.
Selling and marketing expenses increased by $455,000 or 3.3%
during the fiscal year ended October 31, 1998 as compared to the
fiscal year ended October 31, 1997. This increase is directly
attributable to the higher volume of closings during the period.
Selling and marketing, as a percentage of revenue, decreased to
7.3% from 10.5% for the comparable period in 1997. This decrease,
as a percentage of revenue, is attributable to both the higher
closing volume and the reduction in sales incentives necessary to
achieve desirable absorption rates.
General and administrative expenses increased $4.0 million
during the fiscal year ended October 31, 1998, as compared to the
fiscal year ended October 31, 1997. The $4.0 million increase is
attributable to an increase in the number of employees in the
Company which was necessary to facilitate the Company's continued
expansion and active investigation of new land acquisitions
opportunities, as well as an increase in management bonuses that
resulted from the improved profitability of the Company. The
increase in general and administrative expenses, as a percentage
of revenue increased to 5.8% for the fiscal year ended October
31, 1998 from 5.6% for the fiscal year ended October 31, 1997,
due to the increased employee costs during the most recent
comparable period.
Income before extraordinary gain was $10.4 million during
the fiscal year ended October 31, 1998, as compared to a loss
before extraordinary gain of $7.9 million for the fiscal year
ended October 31, 1997, which is representative of the overall
improvement of market conditions in those areas in which the
Company operates. The loss during the fiscal year ended October
31, 1997 was primarily attributable to the Company recording a
$6.6 million provision for impairment of real estate inventory as
a result of the application of FASB Statement No.121, Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets
to be Disposed Of.
Extraordinary gain for the fiscal year ended October 31,
1998 was $34,000 related to the Company's repurchase of a portion
of its 11 3/8% Senior Notes having an aggregate outstanding
principal amount of $9.4 million. In 1997, the Company
repurchased $5.4 million of its Senior Notes resulting in an
extraordinary gain of $1.6 million being recorded in the fiscal
year ended October 31, 1997.
Net income for the fiscal year ended October 31, 1998 was
$10.5 million, as compared to a net loss of $6.3 million in the
fiscal year ended October 31, 1997 due primarily to the factors
discussed above.
Liquidity and Capital Resources
The residential real estate development business is
inherently capital intensive. Significant cash expenditures are
typically needed to acquire and develop land, construct homes and
establish marketing programs for periods of time in advance of
revenue realization. The Company generally finances its
operations with secured borrowings from commercial banks,
financial institutions (and, at times private investors),
unsecured borrowings in the public market, and with available
cash flow from operations.
The Company's financing needs depend primarily upon sales
volume, asset turnover and land acquisition. When liquidating
inventory through home closings, the Company generates cash. When
building inventory, the Company uses substantial amounts of cash
obtained through borrowings, cash flow from operations, and
partners' contributions to capital. The Company has had adequate
liquidity throughout its operating history, despite recessionary
periods. At certain times during the past few years the Company
has repurchased a portion of its 11 3/8% Senior Notes on the open
market at prices below par, subsequently retired a large majority
of such repurchased notes, and then reported the resultant income
as extraordinary gain in the Company's consolidated financial
statements. At times, these debt repurchases were utilized to
cure certain unsatisfied minimum net worth covenant requirements
set out in the Indenture for the 11 3/8% Senior Notes.
At October 31, 1999, the Company had commitments for $63.0
million under several revolving credit facilities with commercial
banks and financial institutions of which $23.9 million was
outstanding. In addition, at October 31, 1999, the Company had
community specific facilities capable of providing aggregate
funding of $44.7 million of which $16.2 million was outstanding.
Borrowings under the credit facilities are secured by liens on
specific real property owned by the Company, and carry varying
levels of recourse against the Company. The Company also
utilizes unsecured borrowing lines from time to time to meet its
operational needs and objectives. The unsecured borrowing lines
have commitments of $2.8 million, of which $812,000 was
outstanding as of October 31, 1999. On October 31, 1999, the
aggregate outstanding principal balance under the Company's
credit facilities was $40.9 million and the amount of such debt
that is recourse to the Company was $8.4 million.
To date, the Company has been able to obtain acceptable land
acquisition and construction financing. Consistent with an
industry trend, certain lenders require increased amounts of cash
invested in a project by borrowers in connection with both new
loans and the extension of existing loans. The Company currently
intends to continue utilizing conventional bank financing for
land acquisition and construction financing, and under its
present credit facilities is required to use its own cash to fund
a portion of the total development and acquisition costs in order
to obtain that financing. In the past, the Company had failed to
meet the debt-to-equity and debt coverage ratios that are set
forth in the Indenture governing the 11 3/8% Senior Notes,
thereby resulting in the Company being restricted in its ability
to incur recourse indebtedness. To overcome the limitation and
assist the Company in meeting its liquidity needs, Mr. Previti
and/or the Previti Family Trust has guaranteed a portion of the
Company's indebtedness. As of October 31, 1999 and 1998 the Company
met both its debt-to-equity and debt coverage ratio tests,
thereby permitting it to incur more than $15 million of recourse
debt. Despite this present ability to incur additional recourse
debt, there is no assurance that the Company will continue to meet
these ratio tests, and if not, that Mr. Previti and/or the Trust
will be willing to guarantee such indebtedness. The Company considers
its current relationship with its lenders to be good.
In February 1994, the Company issued $50 million in Senior
Notes through a public debt offering. As of October 31, 1999,
the Company has repurchased and retired a total of $21,400,000 of
the Senior Notes and the remaining $28,600,000 have not been
retired, including $8,900,000 which were repurchased and are
being held in the Company's name. The notes are due in December
2000, with interest at the rate of 11 3/8% per annum payable semi
annually on June 15 and December 15 of each year.
During the fiscal year ended October 1998, the Company
repurchased a portion of its Senior Notes having an aggregate
outstanding principal amount of $9,375,000 in the open market.
Net of allocable issuance costs, the resultant income of $34,000
is reported as an extraordinary gain in the Company's
consolidated financial statements for the fiscal year ended
October 31, 1998. No repurchases occurred in fiscal year 1999.
The Indenture governing the Senior Notes requires
the Company to maintain a minimum net worth of $25 million.
On January 31, 1997, the Company fell below the minimum net
worth requirement, and did not again exceed that threshold
until the quarter ended July 31, 1998. See Note 5 of Notes to
Consolidated Financial Statements for further discussion
regarding the net worth requirement.
There can be no assurance that the impact of market
conditions affecting the demand for homes or the availability of
debt financing will not adversely affect the Company's future
needs for capital. However, the Company expects that available
capital resources will be sufficient to meet its normal operating
requirements over the near term.
Impact of Year 2000
Some of the Company's older computer programs were written
using two digits rather than four to define the applicable year.
As a result, those computer programs have time-sensitive software
that recognize a date using "00" as the year 1900, rather than
the year 2000. This could cause a system failure or
miscalculations causing disruptions of operations, including
among other things, a temporary inability to process
transactions, send invoices, or engage in similar normal business
activities.
The Company has completed its internal assessment and
testing of its IT and non-IT systems that are designed to
function properly with respect to dates in the year 2000 and
thereafter. Management believes the core operating system,
JD Edwards and ancillary programs for the Company are in compliance
with year 2000 standards. The Company believes that with the
modifications that have been made to existing software, the year
2000 will not pose significant operational problems for its computer
system.
The Company recognizes that there may be significant
business disruptions involving year 2000 problems with its
vendors and customers. To counteract this potential disruption
to its business and earnings, the Company has undertaken, but not
yet completed, an assessment of the readiness of such third
parties, where the failure of such third parties to be year 2000
compliant could have a material impact on the Company. For
instance, financial service providers to both the Company and the
Company's customers may incur significant costs and even
temporary shut downs as a result of computer problems. Should
those financial services providers not prove to be ready for
compliance with the systems' needs associated with the year 2000,
the ability of lenders to advance funds both for purchasers of
the Company's homes and for financing that is associated with the
Company's operations may be impacted negatively. Any such delay
could have a material adverse effect on the Company and its
results of operations. In the meantime, the Company is
continuing to collect the written assurances it has delivered to
its major vendors regarding their current and expected future
readiness for the year 2000. In addition, the Company is
developing contingency plans should any of its major vendors fail
to be year 2000 compliant in time. These contingency plans range
from finding alternative sources for these services, to training
and readying the Company's employees and personal property so
they are prepared (if needed) to function at current capacities
and efficiencies until the non-complying vendors do in fact
become year 2000 compliant. Although non-compliance could
materially affect the Company's revenues and earnings, the
Company anticipates that the likelihood of such an effect to be
remote, and that the cost for the implementation of its
contingency plans to be non-material to its revenues and
earnings.
ITEM 7A - QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT
MARKET RISK
The Company's market risks related to financial instruments
as defined in the Market Risk Disclosure Rules issued by the
Securities and Exchange Commission are considered to be
immaterial.
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See the index to the consolidated financial statements,
Report of Independent Auditors and the Consolidated Financial
Statements, which appear beginning on page F-1 of this report and
are incorporated herein by reference.
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Forecast "Registered Tradename" is a limited partnership
and has no officers or directors. The sole general partner of
Forecast "Registered Tradename" is Forecast "Registered
Tradename" Homes, Inc. ("FHI"). FHI manages the business and
affairs of Forecast "Registered Tradename". Capital is a wholly
owned subsidiary of Forecast "Registered Tradename".
The directors and executive officers of FHI and Capital are as
follows:
Name Age Position
- ----- --- ---------
James P. Previti* 53 Chairman of the Board and President
Frank Glankler 49 Senior Vice President,
Chief Operating Officer
Larry R. Day 50 Senior Vice President,
Chief Legal Officer and Secretary
Richard B. Munkvold 34 Senior Vice President,
Financial Operations and
Principal Accounting Officer Jack
Firestone 78 Director
Steven Fowlkes* 45 Director
Peter T. Healy 48 Director
Leo Previti** 46 Director
* Member of the Compensation Committee
** Member of Audit Committee
James P. Previti is the founder and organizer of the
predecessor of the Company. Mr. Previti has held the position of
Chairman of the Board and President of each of the predecessor
entities to the Company since their formation and has controlled
the management of the business of the Company since 1976.
Mr. Previti is the Chairman of the Board and President of
Forecast Real Estate Services, Inc. and Inland Empire
Personnel("IEP"), each of which are affiliates of the Company.
Frank Glankler has served as a Senior Vice President and
Chief Operating Officer since January 1996, after returning to
the company in July 1995 as Vice President of Operations.
Effective August 1, 1998, Mr. Glankler was elected to the
position of Operating Committee member of Forecast Home Mortgage,
the Company's mortgage affiliate. From July 1992 until October
1993 he served as President of the Company's Arizona Division,
and from October 1993 until July 1995, Mr. Glankler was President
of MFR Holdings. Mr. Glankler has over 17 years in the
homebuilding industry, including previous senior management
positions with U.S. Home Corporation. Mr. Glankler was the
former Chairman of the Arizona division of U.S. Home Corporation,
responsible for operations in Phoenix, Tucson and New Mexico.
Positions held by Mr. Glankler at U.S. Home include President of
the Louisiana, North Houston, East Houston and South Houston
divisions, respectively. He is former board member of the
Southern Arizona Homebuilders Association and holds a Class B
Arizona Contractors License and an Arizona Real Estate License.
Larry R. Day joined the Company's predecessor as Vice
President and General Counsel in December 1992 and now holds the
position of Chief Legal Officer and Senior Vice President. He
was elected to FHI's and Capital's boards of directors in
November 1993 and served in that capacity until January 1996.
Since March 1993, Mr. Day has also supervised the Company's human
resources, payroll and risk management departments. From 1989 to
1992, Mr. Day was in private practice specializing in real estate
finance and transactional matters. From 1988 to 1989, Mr. Day was
a Director, Vice President and General Counsel of Guardian
Savings and Loan. From 1985 to 1988, Mr. Day was Director of Real
Estate Legal Services for Taco Bell Corporation. Prior to that,
Mr. Day served 6 years as Vice President of Corporate and Special
Real Estate with First Interstate Bank. Mr. Day is admitted to
practice law in the States of California and Vermont, and is a
licensed California real estate broker.
Richard B. Munkvold joined the Company in 1995 as a Division
Controller of both the Southern California and Arizona Divisions
and now holds the position of Senior Vice President of Financial
Operations. Prior to joining the Company, Mr. Munkvold held
several financial positions with the Ryland Group from 1989
through 1995 and last served as Ryland Group's West Region
Financial Analyst.
Jack Firestone, a private investor, became a Director of the
Company in January 1996.
Steven K. Fowlkes became a Director of the Company in
January 1996. Mr. Fowlkes is President and Chief Operating
Officer of R.W. Selby & Company, Inc., a real estate investment
and management firm in Los Angeles, California.
Peter T. Healy became a Director of the Company in January
1996. Mr. Healy is a Senior Partner with the law firm of
O'Melveny & Myers LLP in their San Francisco, California office.
Leo Previti became a Director of the Company in January
1996. Mr. Previti has been an attorney with the firm of Brown,
Michael & Carroll in Atlantic City, New Jersey since 1996 and
prior thereto was Associate Counsel of International Game
Technology. Leo Previti is also a Certified Public Accountant
and is the brother of James P. Previti.
The Board of Directors of FHI is elected annually by Mr.
Previti, the sole shareholder of FHI. Officers are elected
annually by the Board of Directors and serve at the discretion of
the Board of Directors. The Board of Directors of Capital is
elected annually by FHI on behalf of Forecast "Registered
Tradename" as the sole shareholder of Capital. Officers are
elected annually by the Board of Directors and serve at the
discretion of the Board of Directors.
The Boards of Directors of FHI and Capital meet three or
four times per year on a quarterly basis. The Boards of
Directors of FHI and Capital each have an Audit Committee of
which Mr. Leo Previti is a member. The Board of Directors of FHI
has a Compensation Committee of which Mr. Steven Fowlkes is a
member.
ITEM 11 - EXECUTIVE COMPENSATION
The following table sets forth certain information with
respect to the compensation earned by the Chief Executive Officer
and each of the other most highly paid executive officers of FHI
and Capital (pursuant to Regulation S-K, Item 402, of the
Securities Act of 1933, Securities Exchange Act of 1934 and
Energy Policy and Conservation Act of 1975) whose total
compensation for services rendered during fiscal 1999 exceeded
$100,000 (collectively, the "Named Executive Officers"):
<TABLE>
Summary Compensation Table
---------------------------------------------------------------
Annual Compensation
-----------------------------
Name Principal Position Salary Bonus All Other
Compensation
- ---------------------------------------------------------------
<S> <C> <C> <C> <C>
James P. Previti President/
Chief Executive
Officer $158,333 $985,292 $0
Frank Glankler Sr. Vice President/
Chief Operating
Officer 149,250 352,546 7,200
Larry Day Sr. Vice President/
Chief Legal Officer 129,000 115,000 7,200
Richard Munkvold Sr. Vice President,
Financail Operations/
Principal Accounting
Officer 80,000 235,030 3,600
James Rex Southern Division-
President 123,750 180,309 7,200
Larry Young Northern Division-
President 125,000 599,538 7,200
</TABLE>
Forecast "Registered Tradename" and Mr. Previti are
parties to an employment agreement whereby Mr. Previti's annual
compensation is $150,000 plus a quarterly bonus of up to five percent
of the pretax consolidated net income of the Company. The
Indenture allows amendments to such employment agreement,
and the renewal for successive periods of one year, at the
discretion of the Board of Directors. In October of 1999,
the Board of Directors voted to increase Mr. Previti's annual
compensation to $250,000, plus a quarterly bonus of five percent
of the Company's pre-tax consolidated net income.
The new contract extends through October 31, 2000.
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth, as of November 1, 1999, the
beneficial ownership of the partnership interests in Forecast
"Registered Tradename" by (a) each of the directors of GP and
Capital, (b) the directors and officers of FHI and Capital as a
group, and (c) each person known to the Company to own
beneficially more than 5% of Forecast "Registered Tradename" 's
limited partnership interests or general partnership
interests.
<TABLE>
% of
Profits/
Type of Losses/ % of
Name of Beneficial Owner [1] Interest Capital Class
- ---------------------------------------------------------------
<S> <C> <C> <C>
James P. Previti [2] General Parnter 100.00% 100.00%
James P. Previti [3] Limited Partner 100.00% 100.00%
All directors and officers
as a group (9 persons) [2] General Partner 100.00% 100.00%
All directors and officers
as a group (9 persons) [3] Limited Partner 100.00% 100.00%
Forecast Homes, Inc. General Partner 1.00% 100.00%
Forecast Corporation Limited Partner 56.28% 56.85%
Forecast Mortgage Corporation Limited Partner 1.04% 1.05%
Forecast Development, L.P. Limited Partner 25.01% 25.26%
Inland Empire Personnel, Inc. Limited Partner 16.67% 16.84%
</TABLE>
[1] The address of each beneficial owner is: 10670 Civic Center
Drive, Rancho Cucamonga, California 91730.
[2] Reflects beneficial ownership resulting from status
as sole trustor and trustee of the Trust, which owns all of
the outstanding interests in each of the current limited
partners of Forecast "Registered Tradename".
[3] Reflects beneficial ownership resulting from status as sole
trustor and trustee of the Trust, which owns all of the
outstanding equity interests in each of the current limited
partners of Forecast "Registered Tradename".
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Relationships Among Mr. Previti, the Trust and the Company
The Company was formed in 1993 in connection with a
reorganization of the homebuilding businesses owned by the James
Previti Family Trust (the "Trust"). Forecast "Registered
Tradename" is the successor to substantially all the assets and
known liabilities of the residential real estate development
business of the Trust's affiliates. The Trust is a living,
revocable trust with James Previti as the sole trustor and
trustee.
Transactions With Affiliates
The Board of Directors of FHI resolved that it would be in
the Company's best long-term interests to seek the assistance of
Mr. James Previti, the Company's President and Chief Executive
Officer, in acquiring the Company's 11 3/8% Senior Notes on the
open market, if he could acquire them at a favorable discount
from their stated face value. At the same time, the Board of
Directors of FHI agreed that the Company would repurchase the
notes from Mr. Previti at his cost basis, plus interest, at such
time as the Company had sufficient financial resources. Acting
upon this authorization, Mr. Previti did acquire $20.4 million of
the 11 3/8% Senior Notes all of which were repurchased and
retired prior to October 31, 1999. The Company believes that
these transactions were on terms at least as favorable to the
Company as a comparable transaction made on an arm's length basis
between unaffiliated parties.
From time to time, the Trust and/or Mr. Previti have
guaranteed indebtedness of the Company in order to enable the
Company to obtain financing on more favorable terms than would
otherwise be available. There can be no assurances that the Trust
and/or Mr. Previti will continue to provide such guarantees in
the future.
In 1993, Mr. Previti contributed two undeveloped parcels of
real property in Bullhead City, Arizona zoned for multi-family
use, to the Company. In May 1995, the Company sold one of these
parcels to Previti Realty Fund in exchange for a note for
$641,000 secured by the parcel. Previti Realty Fund developed the
parcel as part of an adjacent existing multi-family operating
property bringing the total units in that operating property to
204.
The remaining parcel of undeveloped property held by the
Company has a current book value of $1.6 million. Previti Realty
Fund and the Company intend to sell both the operating property
owned by Previti Realty Fund together with the undeveloped parcel
owned by the Company.
Land Acquisitions and Sales From Affiliates
In the fiscal year ended October 31, 1999, the Company
purchased 1,400 lots from entities owned or controlled by James
P. Previti with acquisition prices totaling $21.1 million, which
was equal to their book value. The lots were located in Folsom,
Tracy, Corona, Fontana, Rocklin and Laguna, California. The
Company anticipates purchasing another 884 lots, from related
entities, located in Corona and Victorville, California, at a
book value of $9.1 million. As of October 31, 1999, deposits
toward the purchase of the 884 lots totaled $325,000.
In the fiscal year ended October 31, 1998, the Company
purchased 311 lots from entities owned or controlled by James P.
Previti totaling $7.9 million, which was equal to their book
value. The lots were located in Folsom and Corona, California.
The purchase of these 1,711 lots provided 339 closings in
fiscal 1999 and no closings in fiscal year 1998.
Receivables From Affiliates
During the fiscal year ended October 31, 1999, Accounts
Receivables from Related Parties decreased by $3.5 million. The
decrease primarily relates to the repayment of a $2.3 million
receivable, from an affiliated entity in which Mr. Previti is a
100% owner that is related to costs incurred by the Company, on
behalf of the affiliate, for certain development activities on
real property in Northern California.
A portion of the decrease also relates to Mr. Previti's
repayment of a $589,000 note, relating to the purchase from the
Company in 1998 of 17 finished lots in Moreno Valley.
The remainder of the decrease relates to various management
fees due to the Company, which were paid prior to October 31,
1999, including a $1,100,000 fee earned by the Company from
Corona Country Club Estates, LLC, an affiliated entity in which
Mr. Previti owns a 50% interest. The fee was associated with
development related rights, licenses and services performed by
the Company on behalf of Corona Country Club Estates, LLC.
The Company also holds a $300,000 note due from Forecast
"Registered Tradename" Homes, Inc. in connection with its initial
investment in the Company. See Note 3 of Notes to Consolidated
Financial Statements.
Management Services
The Company entered into management service agreements with
several affiliates as a part of the above described
reorganization in 1993. The agreements obligate the Company to
provide certain executive management, legal, tax, accounting,
human resources, payroll, environmental, risk management,
treasury and management information services to these affiliates,
in exchange for a fixed management fee specified in the
agreement. The Company charged $1,178,000 in management fees to
affiliates under these agreements during fiscal 1999.
Transactions with Mortgage Banking Company - Forecast
"Registered Tradename" Home Mortgage LLC
During fiscal year 1998, the Company entered into
negotiations with Norwest for the purpose of forming a broader
based mortgage services entity that would be better able to
attract and fulfill the mortgage needs of the Company's
home buyers, increase the Company's cash flow from its mortgage
business and take advantage of the standardization in the
mortgage industry. As of January 16, 1998, the Company began to
send its home buyers to Norwest for all of its mortgage needs. At
the same time, Norwest and the Company applied to conduct
business as "Forecast "Registered Tradename" Home Mortgage LLC"
("Forecast Mortgage"), a joint venture owned in equal shares
by Norwest and Inland Counties Mortgage. The Forecast Group
"Registered Tradename", L. P., owns a 98% share of Inland
Counties Mortgage. Forecast "Registered Tradename" Corporation
owns the other 2%.
Forecast "Registered Tradename" Mortgage provides the Company
with the ability to control the mortgage processing and funding
of the loans its home buyers obtained in their dealings with the
Company, and has provided the Company (through the consolidation
of Inland Counties with the Company) with income for fiscal year
1999 in the amount of $564,000 generated through the origination
of those mortgage loans to its home buyers.
Insurance Brokerage Services
IEI, an affiliate of the Company that is owned by the Trust,
is a licensed insurance broker that does business as Inland
Southern Insurance Services, Inc. ("ISIS"). The Company
purchases various insurance policies through ISIS. Such purchases
are made on terms at least as favorable to the Company as could
be obtained through an unaffiliated insurance broker. In
addition, ISIS markets various forms of insurance to the
Company's home buyers. The vast majority of the business of ISIS
consists of home buyers referred by the Company. The Company
receives no referral fee from ISIS for such referrals or
providing its customer lists.
The Company purchases other insurance through independent
insurance brokers under an arrangement whereby ISIS receives a
commission as a co-broker on the insurance sold. ISIS performs
no services for the Company in obtaining the insurance and no
portion of such commission is rebated to the Company as a
referral fee. The Company believes that the aggregate cost of
the insurance coverage purchased pursuant to this arrangement is
no greater than the cost that would have been charged in an
arms-length transaction with an unaffiliated party.
Office Leases
The Company leases from Previti Realty Fund, approximately
15,500 square feet of office space in Rancho Cucamonga for its
corporate and Southern California headquarters and approximately
8,425 in Sacramento. The Company presently pays $19,375 triple
net per month to lease its corporate headquarters and $11,373
full service per month for its Sacramento office. "Triple Net"
provisions require the Company to pay insurance, taxes and
operating expenses on the building while "Full Service"
provisions include such expenses in the monthly rent. The terms
and conditions of such leases, including rent payments by the
Company thereunder, are believed by the Company to be equivalent
to such as would be available on an arm's length, fair market
value basis.
Aircraft Charter
From time to time the Company charters aircraft from JP Air
Charter, Inc., an affiliate of the Company. In fiscal 1999 the
Company paid such affiliate $52,398. All such charter services
are provided on terms equivalent to those offered to unaffiliated
third parties.
Loan Payable
From time to time, Mr. Firestone, a director of the Company,
has made non-recourse loans to the Company to partially fund the
acquisition of specific communities. The loans bear interest at
the rate of 10% per annum and are repaid at maturity. As of
October 31, 1999 the Company was obligated to Mr. Firestone for
$487,000 by way of such loans. The loans were made on terms
commensurate with those generally available for similar loans.
PART IV
ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES
AND REPORTS ON FORM 8 - K
(a) (1) and (a) (2) Financial Statements and Financial Statement
Schedules
The response to this portion of Item 14 is submitted as a
separate section of this report beginning on page F-1. All other
schedules are not applicable or not required and accordingly have
been omitted.
(a) (3) Exhibits
Exhibit Description
------- -----------
No.
- ----
1.1 Limited Partnership Agreement of The Forecast Group
"Registered Tradename", L.P. effective as of September
30, 1993 by and among Forecast "Registered Tradename"
Homes, Inc., Forecast "Registered Tradename" Mortgage
Corporation, Forecast "Registered Trdaename"
Corporation, Inland Empire Personnel Inc. and
Forecast "Registered Tradename" Development, L.P.
1.2 Articles of Incorporation of Forecast "Registered
Tradename" Capital Corporation.
1.3 Bylaws of Forecast "Registered Tradename" Capital
Corporation.
2.1 Form of Indenture by and among The Forecast Group
"Registered Tradename", L.P., Forecast "Registered
Tradename" Capital Corporation and United States Trust
Company of New York, as Trustee.
2.2 Specimen of Note.
3.1 Employment Agreement by and between The
Forecast Group "Registered Tradename", L.P. and
James P. Previti dated as of November 1, 1993.
4.1 Subsidiaries of the Registrant.
_________
Each of the foregoing exhibits was filed as part of the
Company's Form S1 and Amendments thereto dated November
24, 1993, January 18, 1994, February 7, 1994 and
February 11, 1994 and are incorporated herein by
reference.
(b) Reports on Form 8-K
The Company filed a Form 8-K during the fourth quarter of fiscal
year 1999 relating to the sale of all of it's lots in Arizona to
a national homebuilder.
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, thereunto duly authorized.
THE FORECAST GROUP
"Registered Tradename", L.P. By: FORECAST "Registered
Tradename CAPITAL
CORPORATION.
By: FORECAST "Registered
Tradename" HOMES, INC. By: /s/ James P. Previti
A California corporation --------------------
its General Partner President
By: /s/ James P. Previti
--------------------
President
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, thereunto duly authorized.
THE FORECAST GROUP "Registered Tradename", L.P., by FORECAST
"Registered HOMES, INC., General Partner:
Name Title Date
----- ----- ----
/s/ James P. Previti
- ---------------------
James P. Previti Chairman of the Board, December 22, 1999
President,
Principal Executive
Officer
/s/ Richard B. Munkvold
- -----------------------
Richard B. Munkvold Senior Vice President, December 22, 1999
Financial Operations,
Principal Accounting
Officer
FORECAST "Registered Tradename" CAPITAL CORPORATION:
Name Title Date
---- ----- ----
/s/ James P. Previti
- --------------------
James P. Previti Chairman of the Board, December 22, 1999
President,
Principal Executive
Officer
/s/ Richard B. Munkvold
- -----------------------
Richard B. Munkvold Senior Vice President, December 22, 1999
Financial Operations,
Principal Accounting
REPORT OF INDEPENDENT AUDITORS
Board of Directors
The Forecast Group "Registered Tradename", L.P.
We have audited the accompanying consolidated balance sheets
of The Forecast Group "Registered Tradename", L.P. and
subsidiaries (the "Company") as of October 31, 1999 and 1998, and
the related consolidated statements of operations and partners'
equity, and cash flows for each of the three years in the period
ended October 31, 1999. These financial statements are the
responsibility of the Company'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 consolidated financial statements
referred to above present fairly, in all material respects, the
consolidated financial position of The Forecast Group "Registered
Tradename", L.P. and subsidiaries at October 31, 1999 and 1998,
and the consolidated results of their operations and their
cash flows for each of the three years in the period ended
October 31, 1999, in conformity with generally accepted
accounting principles.
ERNST & YOUNG LLP
Newport Beach, California
December 10, 1999
<PAGE>
<TABLE>
The Forecast Group "Registered Tradename", L.P.
Consolidated Balance Sheets
(Amounts in 000's)
October 31
-------------------
1999 1998
-------------------
<S> <C> <C>
Assets:
- -------
Cash and Cash Equivalents $22,594 $16,193
Accounts Receivable 4,298 1,409
Accounts and Notes Rec., Related Parties 6,905 10,427
Real Estate Inventory 110,800 84,152
Property and Equipment, Net 551 634
Other Assets 1,770 1,093
-------- --------
Total Assets $146,918 $113,908
======== ========
Liabilities & Partners' Equity:
- -------------------------------
Accounts Payable $24,941 $20,781
Accrued Expenses 4,007 1,925
Other Liabilities 514 -
Notes Payable:
Senior Notes at 11 3/8%
due December 2000 19,700 19,700
Collateralized by Real Estate Inventory 40,932 35,536
Other Notes Payable 4,106 4,823
------- ------
Total Notes Payable 64,738 60,059
------- ------
Total Liabilities 94,200 82,765
Commitments and Contingencies (Note 9)
Partners' Equity 53,018 31,443
Less: Capital Notes Receivable
From Partners (300) (300)
------ ------
Net Partners' Equity 52,718 31,143
------ ------
Total Liabilities & Partners' Equity $146,918 $113,908
======== ========
</TABLE>
[FN] See notes to consolidated financial statements.
<TABLE>
The Forecast Group "Registered Tradename", L.P.
Consolidated Statements of Operations and Partner's Equity
(Amounts in 000's)
For the Year Ended October 31
-----------------------------
1999 1998 1997
-----------------------------
<S> <C> <C> <C>
Homebuilding Revenues $280,644 $198,074 $132,518
Cost of Homes Sold 228,859 164,335 112,278
-------- -------- --------
Gross Profit 51,785 33,739 20,240
Land Sales Revenues 42,271 999 -
Cost of Land Sold 40,958 999 -
------ ------- ------
Gain on Land Sales, net 1,313 - -
Operating Expenses:
- -------------------
Selling & Marketing Expenses 17,165 14,384 13,929
General & Admin. Expenses 16,064 11,397 7,397
Provision for Impairment of
Real Estate Inventory - - 6,635
Loss on Abandoned Land Options 223 202 726
------ ------ ------
Total Operating Expenses 33,452 25,983 28,687
------ ------ ------
Operating Income (Loss) 19,646 7,756 (8,447)
Other Income (Expenses):
- ------------------------
Interest Income 682 455 395
Interest Expense - (264) -
Other Income and Expenses 1,247 2,500 156
----- ----- ---
Total Other Income (Expenses) 1,929 2,691 551
----- ----- ---
Income (Loss) before
Extraordinary Gain 21,575 10,447 (7,896)
Extraordinary Gain on
Extinguishment of Senior Notes - 34 1,634
------- ------- ------
Net Income (Loss) $21,575 $10,481 ($6,262)
======= ======= ======
Partners' Equity at
Beginning of Year $31,443 $21,426 $27,688
Capital Distributions, net - (464) -
Net Income (Loss) this Year 21,575 10,481 (6,262)
------ ------ -------
Subtotal 53,018 31,443 21,426
Less: Capital Notes Receivable
from Partners (300) (300) (764)
------ ------ ------
Net Partners' Equity at
End of Year $52,718 $31,143 20,662
======= ======= ======
</TABLE>
[FN] See notes to consolidated financial statements.
<TABLE>
The Forecast Group "Registered Tradename", L.P.
Consolidated Statements of Cash Flows
(Amounts in 000's)
For the Year Ended October 31
-----------------------------
1999 1998 1997
-----------------------------
<S> <C> <C> <C>
Operating Activities:
- ---------------------
Net Income (Loss) $21,575 $10,481 ($6,262)
Adjustments to Reconcile Net
Income (Loss) to Net Cash
Provided by Operating
Activities
Extraordinary Gain on
Extinguishment of
Senior Notes - (34) (1,634)
Depreciation on Property and
Equipment 389 442 316
Loss (Gain) on Sale
of Property and Equipment 63 (11) -
Gain on Land Sale, net 1,313 - -
Loss on Abandoned
Land Options 223 202 726
Provision for Impairment of
Real Estate Inventory - - 6,635
Equity Income of unconsolidated
joint venture (564) (588) -
Increase in Accounts Rec. (2,889) (834) (109)
Decrease (Increase) in
Real Estate Inventory (28,184) (13,342) 2,387
Decrease (Increase) in
Other Assets (901) 1,176 123
Increase (Decrease) in Accounts
Payable and Accrued Expenses 6,242 7,839 (200)
Increase in Other Liabilities 514 - -
----- ----- ------
Net Cash (Used For) Provided
By Operating Activities (2,219) 5,331 1,982
------ ----- ------
Investing Activities:
- ---------------------
Contribution to Joint Venture (7) (100) -
Distribution from Joint Venture 795 180 -
Additions to Property and Equip. (369) (359) (181)
Proceeds from Sale of Property
And Equipment - 330 -
------- ----- ------
Net Cash Provided by
(Used for) Investing
Activities 419 51 (181)
------- ----- ------
Financing Activities:
- ---------------------
Retirement of Senior Notes
at 11 3/8% due December 2000 - (9,179) (3,612)
(Increase) Decrease in Accounts
and Notes Receivable,
Related Parties 3,522 (6,941) 1,753
Proceeds from Notes Payable,
Collateralized by Real Estate 220,310 125,691 75,013
Proceeds from Notes Payable,
Other 322 5,636 -
Principal Payments on Notes
Payable, Collateralized
by Real Estate (214,914) (117,133) (73,755)
Principal Payments on Notes
Payable, Other (1,039) (813) -
------- ------- ------
Net Cash Provided By
(Used For) Financing
Activities 8,201 (2,739) (601)
------- ------ ------
Increase in Cash and
Cash Equivalents 6,401 2,643 1,200
Cash and Cash Equivalents at
Beginning of Year 16,193 13,550 12,350
------ ------ ------
Cash and Cash Equivalents at
End of Year $22,594 $16,193 $13,550
======= ======= =======
</TABLE>
[FN] See notes to consolidated financial statements.
<PAGE>
THE FORECAST GROUP "Registered Tradename", L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 1999
1. Basis of Presentation
The Forecast Group "Registered Tradename" ,L.P. is a
California limited partnership (the "Company") which was formed
in October 1993 to be the successor to substantially all the
assets and liabilities of the single-familyresidential real
estate development business of the James Previti Family Trust
(the "Trust") and its affiliates. The Trust is a
living, revocable trust with James Previti as Trustor. The
Company's sole general partner is Forecast "registered Tradename"
Homes, Inc. ("FHI"), a California corporation, which
owns a 1% interest in the profits, losses and capital of the
Company. Forecast "Registered Tradename" Capital Corporation
("Capital") is a California corporation and a wholly-owned
subsidiary of the Company that was formed in 1993
solely to facilitate the offering of 11 3/8% Senior Notes due in
December 2000.
2. Summary of Significant Accounting Policies
Principles of Consolidation
The consolidated financial statements include
The accounts of the Company and it's majority-owned entities
engaged in single-family residential real estate development and
related businesses. All significant intercompany accounts and
transactions have been eliminated in consolidation.
Use of Estimates
The preparation of financial statements in conformity
with generally accepted accounting principles requires management
to make estimatesand assumptions that effect the amounts
reported in the financial statements and accompanying
notes. Actual results could differ from those
estimates significantly in the near term.
Cash and Cash Equivalents
Cash and cash equivalents include unrestricted deposit
accounts at financial institutions, unrestricted certificates
of deposit with a maturity of less than 90 days and certain funds
not yet remitted and held in trust by escrow companies on homes
which have closed escrow. These escrow funds are generally received
within one to three days after the close of escrow.
Real Estate Inventory and Recognition of Revenue
Real estate inventory consists of singlefamily
residential projects and land held for future development of
single-family communities and property zoned for multi-family
and commercial use. Interest and property taxes are capitalized
to inventories during periods of development and construction.
In accordance with Statement of Financial Accounting
Standards No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed Of" (Statement
121), when events or circumstances indicate that an impairment
to an asset to be held and used might exist, the expected future
undiscounted cash flows from the affected asset or group of assets
must be estimated and compared to the carrying value of the asset
or group of assets. If the sum of the estimated future undiscounted
cash flows, excluding interest charges, is less than the carrying
value of the assets, an impairment loss must be recorded. The
impairment loss is measured by comparing the estimated fair value of
the assets with their carrying amount. Statement 121 also requires
that long-lived assets that are held for disposal be reported at
the lower of the assets' carrying amount or fair value less costs
of disposal.
On an ongoing basis, management analyzes future
undiscounted cash flows for all real estate projects where
Impairment indicators are present. Based upon such analysis,
the Company concluded that certain real estate projects were
impaired, due primarily to continuing deterioration of net
selling prices and the rate of sales during the first
quarter of fiscal 1997. The Company then estimated the fair
value of those projects and recorded a resulting impairment loss
of $6,635,000 for the year ended October 31, 1997. For the
fiscal years ended October 31, 1999 and October 31, 1998 no
provision for impairment loss was required.
Estimated fair value represents the estimated
amount at which an asset could be bought or sold by willing
parties in a current transaction. The estimation process
involved in the determination of fair value requires estimates
as to future events and conditions. Such future events and
conditions include economic, political and market conditions,
the costs to complete development, as well as the availability
of suitable financing to fund development and construction
activities, and the repayment or refinancing of existing
indebtedness. As the amount and timing of the realization of
cash flows from the Company's real estate projects is
dependent upon such future uncertain events
and conditions, the ultimate realization may be materially
different from amounts presently estimated in determining fair
value.
Sales of single-family residences and other real estate
are generally recognized when title is conveyed to the buyer
at close of escrow and other conditions for profit
recognition have been met.
Selling expenses include escrow charges, commissions,
sales incentives, advertising, promotions, and the cost of
model home center operation and maintenance. These expenses
are generally charged to operations as incurred. Cost
of homes sold include direct and allocated costs for land and
construction including an estimate for future warranty costs.
The Company allocates the cost of land, common area development,
production overhead, capitalized sales center costs, interest,
and property taxes to homes within a particular community on a
pro-rata basis which approximates relative value of the property.
Property and Equipment
Property and equipment, consisting primarily of vehicles
and office furniture and equipment, is stated at cost.
Depreciation is provided using the straight-line method over the
estimated useful lives of three to seven years.
Investment in Joint Venture
The Company accounts for its 50% ownership interest in
Forecast "Registered Tradename" Home Mortgage, LLC under the equity
method of accounting based on the Company's exercising significant
influence.
Warranties
The Company provides one-year limited warranties to
purchasers of its homes. Statutory requirements in the states
in which the Company does business may grant rights to
home buyers in addition to those provided by the Company.
Estimated warranty costs are accrued at the time of sale of the
homes.
Senior Note Offering Costs
Included in Other Assets as of October 31, 1999 and 1998
are costs associated with the issuance of Senior Notes in the
amount of $167,000 and $310,000 (which are reflected net
of accumulated amortization of $1,429,000 and $1,286,000,
respectively). The Company is amortizing these costs over seven
years and classifies the amortization as additional interest
incurred.
Income Taxes
The Company, as a partnership, is not subject to federal
and state income taxes since the results of its operations will
be allocated to the partners for inclusion in their respective
income tax returns.
3. Accounts and Notes Receivable, Related Parties
Accounts and notes receivable, related parties, consist of
the following:
<TABLE>
(Amounts in 000's)
October 31,
--------------------
1999 1998
--------------------
<S> <C> <C>
Receivable from Previti Realty Fund $2,746 $4,780
Receivables from other affiliates, net 1,278 1,518
Management Fees from Affiliates 500 1,159
Note receivable from Mr. Previti,
collateralized by a partnership
interest in River Road Ventures 1,083 1,083
Note receivable from Newport Murrieta
Land Co., secured by real property
in Flagstaff, Arizona 657 657
Note receivable from Previti Realty Fund
secured by real property in
Mohave County, Arizona 641 641
Note receivable from Mr. Previti,
secured by an interest in
real property in Flagstaff, Arizona - 589
------ -------
Total $6,905 $10,427
====== =======
</TABLE>
As of October 31, 1999, amounts receivable from related
parties, includes a receivable from an entity in which Mr Previti
is a 100% owner in the amount of $2,746,000 relating to costs
incurred by the Company, on behalf of the affiliate, for certain
development activities on real property in Northern California.
The receivables from other affiliates is primarily advances
which totaled $1,278,000 as of October 31, 1999. See further
discussion regarding this project, as well as management fees
from affiliates in Note 6 of Notes to Consolidated Financial
Statements.
As of October 31, 1999 and 1998, amounts receivable from
related parties include a promissory note from Mr. Previti in the
amount of $1,083,000. The note, which is secured by Forecast
"Registered Tradename" Mortgage Corporation's partnership
interest in River Road Ventures (a California general
partnership), is due December 31, 1999 and bears interest at
10 1/2% per annum.
As of October 31, 1999, amounts receivable from related
parties also includes $657,000 due on a note with an original
face amount of $844,000 that is due December 31, 1999, and is
secured by real property in Flagstaff, Arizona.
In 1993, Mr. Previti contributed two undeveloped parcels of
real property in Bullhead City, Arizona zoned for multi-family
use to the Company. In May 1995, the Company sold one of these
parcels to an affiliated entity in which Mr. Previti owns a 100%
interest, and took back a note receivable of $641,000 secured by
the parcel. The affiliated entity developed the parcel as part
of an adjacent existing multi-family operating property bringing
the total units in that operating property to 204. The remaining
parcel of undeveloped property is currently carried on the
Company's books at an amount of $1.6 million. Mr. Previti and
the Company now intend to sell both the operating property owned
by the affiliated entity together with the undeveloped parcel
owned by the Company. In conjunction with this anticipated sale
Mr. Previti has executed a pledge of his shareholder interest in
the net proceeds from the intended sale of the combined
properties to ensure the Company will receive the current book
value for its undeveloped property.
The note receivable from Mr. Previti, of $589,000 which was
secured by his interest in real property in Flagstaff, Arizona
was paid off in November 1998.
For further discussion regarding these and other
transactions with affiliates See Note 6.
The Company has one other promissory note from a related
party which was received in lieu of capital and is not included
above as it is presented net against partners' equity. The note
from FHI in the amount of $300,000 represents FHI's initial
investment in the Company. The note is due on demand or in the
event of no demand on the earliest of (1) the end of the
Company's taxable year in which FHI's interest in the Company is
liquidated or (2) December 31, 2002, with interest at the
Applicable Federal Rate (as defined in the note) payable on
December 31 of each calendar year.
4. Real Estate Inventory and Related Notes Payable
Real estate inventory and related notes payable consist of
the following:
<TABLE>
Amounts in 000's
October 31, 1999
---------------------------
Real Estate Notes Payable
Inventory
---------------------------
<S> <C> <C>
Land Held for Development $9,000 $0
Residential Projects in Process 100,720 40,932
Model Homes 1,080 -
-------- -------
Total $110,800 $40,932
======== =======
October 31, 1998
---------------------------
Real Estate Notes Payable
Inventory
----------------------------
Land Held for Development $13,263 $0
Residential Projects in Process 65,623 33,525
Model Homes 5,266 2,011
------- ------
Total $84,152 $35,536
======= =======
</TABLE>
During the year ended October 31, 1999, the Company sold and
subsequently leased back 71 model homes for a sales price of
$13,729,000 and gross profit of $2,354,000. The sales met the
criteria for full profit recognition under Statement of Financial
Accounting Standards No. 98 "Accounting for Leases".
On September 8, 1999, the Company sold all of its real
property assets consisting of 774 lots and an option to acquire
245 lots held in connection with its current residential
building communities in Maricopa County, Arizona for approximately
$33.5 million in cash and recognized a profit of approximately
$1,900,000. Of the $33.5 million sales price, approximately
$3.3 million of cash was held back in an escrow account to be
disbursed when the Company brings certain lots to a finished condition.
Notes payable secured by real estate inventory bear interest
at rates ranging from the three month LIBOR rate (5.4% at October
31, 1999) plus 2.25% to prime rate (8.25% at October 31, 1999)
plus 1.0%. The interest rate on $15.7 million of the loans
outstanding at October 31, 1999 which bear interest at the thirty
day LIBOR rate plus 2.25% will increase to the prime rate plus
.5% if the Company fails to maintain average deposits with the
lender of $3 million. At October 31, 1999, the Company's cash
balance with this LIBOR lender was in excess of $22.5 million.
Principal payments on notes payable collateralized by real estate
held for development and sale are generally due within eighteen
months. Notes payable collateralized by residential developments
that are in process are generally repaid as units in the related
communities are closed.
At October 31, 1999 and 1998, undisbursed amounts under
construction loans were approximately $54,519,000 and
$38,369,000, respectively. Draws of undisbursed amounts under
construction loans are subject to varying requirements of the
lenders including progress of construction. Approximately
$10,638,000 and $23,780,000 of the notes payable outstanding as
of October 31, 1999 and 1998, respectively, were guaranteed by
Mr. Previti.
The following summarizes the components of interest expense
(including that associated with related party and other notes
payable):
<TABLE>
(Amounts in 000's)
For the Year Ended October 31
-------------------------------
1999 1998 1997
------------------------------
<S> <C> <C> <C>
Interest Incurred and Capitalized $10,193 $6,859 $7,076
Interest Incurred and Expensed - 264 -
------- ------ ------
Total Interest Incurred $10,193 $7,123 $7,076
======= ====== ======
Capitalized Interest Amortized
to Cost of Homes Sold $8,214 $7,865 $8,379
Interest Paid $10,193 $7,529 $7,371
</TABLE>
The carrying amounts reported above for notes payable
secured by real estate approximate their fair value based upon
the indebtedness having short term maturities and variable
interest rates.
5. 11 3/8% Senior Notes Due December 2000
In February 1994, the Company issued $50,000,000 in 11 3/8%
Senior Notes through a public debt offering. At October 31, 1999
Senior Notes with a face value of $19,700,000 are held in names
of investors other than the Company. The notes are joint and
several senior obligations of the Company and Forecast Capital
Corporation ("Capital"), with interest only payments due semi
annually on June 15 and December 15 of each year. The notes are
senior unsecured obligations of the Company and rank pari passu
in right of payment with all senior indebtedness of the Company.
The fair value of the Company's Senior Notes, held in the names
of investors other than the Company, is approximately $19,552,000
based on the market price as of October 31, 1999.
The Indenture governing the Senior Notes permits the Company
to incur up to $15 million in recourse debt in addition to the
$50 million of Senior Notes, and to incur additional recourse
debt beyond this $15 million limitation if the Company maintains
certain debt-to-equity and debt coverage ratios. As of October
31, 1999, the Company met the interest coverage and debt-to-equity
ratios, thereby permitting the Company to incur additional
recourse debt above the $15 million limit. Notwithstanding the
ability to incur recourse debt in excess of $15 million at
October 31, 1999, the Company only had outstanding approximately
$8.4 million of recourse debt. In addition, the Company is not
precluded from incurring additional debt on a non-recourse debt
basis, without regard to any interest or debt coverage ratios.
The Indenture also requires that the Company maintain a
minimum net worth of $25 million. If the Company's net worth at
the end of each of any two consecutive fiscal quarters (Trigger
Dates) is less than $25 million, the Company is then required to
make an offer ("Net Worth Offer") to all Senior Note holders to
acquire, on a pro rata basis, Senior Notes in the aggregate
principal amount of $5 million at a purchase price of 100% of the
principal amount plus accrued interest ("Net Worth Offer"). The
Company may credit against any such Net Worth Offer, the
principal amount of Senior Notes previously acquired by the
Company.
As of January 31 and April 30, 1998, the Company was not in
compliance with the minimum net worth requirement which resulted
in a Trigger Date on April 30, 1998. The Company's prior
acquisition and retirement of Senior Notes was sufficient to
prevent the need to make a Net Worth Offer at April 30, 1998.
Since July 31, 1998, the Company's net worth has been above
the $25 million threshold, thereby bringing the Company is in
compliance with the provisions of the Indenture.
During the year ended October 31, 1998 the Company
repurchased on a margin account, and in the open market, a
portion of its Senior Notes having an aggregate outstanding face
value of $9,375,000, which brought the total Senior Notes
repurchased to $30,300,000, of which all but the $9,375,000 had
been retired. As of October 31, 1999 approximately $4,106,000
was outstanding on the margin account and has been classified as
Other Notes Payable on the balance sheet.
6. Related Party Transactions
The Company leases its corporate offices and certain of its
operating division offices from Mr. Previti or partnerships in
which Mr. Previti maintains at least a 50% ownership. These
leases are generally noncancelable and have expiration dates
ranging through 2004. Payments under these leases were $401,000,
$346,000 and $343,000 for the fiscal years ended October 31,
1999, 1998 and 1997, respectively. See Note 9 of Notes to
Consolidated Financial Statements for aggregate operating lease
commitments of the Company.
Through January 15, 1998 mortgages for certain of the
Company's customers were provided by Rancho Mortgage Corporation
("Rancho Mortgage"), a corporation in which Mr. Previti is the
sole stockholder. During the normal course of business, the
Company had entered into certain transactions with Rancho
Mortgage for loan commitments under various governmental programs
to facilitate its customers ability to obtain financing.
Commitment fees paid to Rancho Mortgage were approximately $0,
$502,000 and $758,000 for the fiscal years ended October 31,
1999, 1998 and 1997, respectively.
As of January 16, 1998 the Company ceased doing business
with Rancho Mortgage and started a business relationship with
Norwest, Inc. (a nationally recognized mortgage banker,
"Norwest"). On August 1, 1998 the Company (through its limited
partnership interest in Inland Counties Mortgage, LLC ["Inland
Counties"], an affiliated entity of the Company) entered into a
joint venture with Norwest under the name Forecast Home
Mortgage, LLC ("Forecast Mortgage"). This new entity
provides the Company with the ability to influence
the mortgage processing and funding of the loans its home buyers
obtained in their dealings with the Company, and has provided
the Company (through the consolidation of Inland Counties with
the Company) with previously unavailable income generated
through the origination of those mortgage loans to its
homebuyers. The Company expects that Forecast Mortgage will be
able to capture a greater percentage of its homebuyers than had
its prior mortgage provider due to the vastly larger mortgage
products a company like Norwest is able to offer. During the
years ended October 31, 1999 and 1998, the Company recognized
$564,000 and $588,000 of income from this joint venture.
The Company has entered into management services agreements
with several affiliates, whereby the Company provides certain
executive management, real estate development, legal, tax,
accounting, human resources, environmental, risk management,
treasury and management information services to these affiliates,
in exchange for a fixed management fee. The Company charged
$1,178,000, $1,781,000 and $142,000 in management fees to
affiliates under these agreements for the fiscal years ended
October 31, 1999, 1998 and 1997, respectively. Included in the
management fees earned in the fiscal year ended October 31, 1998
is a $1,100,000 fee earned by the Company from an affiliated
entity in which Mr. Previti owns a 50% interest, for development
related rights, licensing and services associated with certain
real property in Southern California. The Company has management
fee receivables from affiliates of $500,000 as of October 31, 1999.
Through the fiscal year ended October 31, 1999, the Company
incurred $7.8 million in site development costs on real property
in Northern California, on behalf of an affiliated entity in
which Mr. Previti is a 100% owner. The Company has been
reimbursed from the sale of Community Facilities District bonds
totaling $7.1 million which leaves $655,000 remaining to be
received from the City of Folsom.
In the fiscal year ended October 31, 1999, the Company
purchased 1,400 lots from entities owned or controlled by James
P. Previti totaling $21.1 million, which was equal to their book
value. The lots were located in Folsom, Tracy, Corona, Fontana,
Rocklin and Laguna, California. The Company anticipates
purchasing another 884 lots located in Corona and Victorville,
California at a book value of $9.1 million. As of October 31,
1999, deposits toward the purchase of the 884 lots totaled
$325,000.
In the fiscal year ended October 31, 1998, the Company
purchased 311 lots from entities owned or controlled by James P.
Previti totaling $7.9 million, which was equal to their book
value. The lots were located in Folsom and Corona, California.
The purchase of these 1,711 lots provided 339 closings in
Fiscal year 1999 and no closings in fiscal year 1998.
During the fiscal year ended October 31, 1998, the Company
sold three non-residential real estate assets to an entity,
100% owne by Mr. Previti, at the Company's book value of
$2.2 million. No profit or loss was recorded on these
transactions.
In May 1995, the Company sold, to an affiliate, a parcel of
land located in Bullhead City, Arizona that was approved for the
construction of 68 apartment units. The sales price of $641,000
represented 105% of the book value of the parcel as of the sale
date, as was required by the Company's Indenture. As
consideration for the sale, the Company accepted a note
receivable of $641,000 from Previti Realty Fund, which remains
outstanding as of October 31, 1999, and is secured by the
property. See Note 3 of Notes to Consolidated Financial
Statements.
In March 1996, the Company sold a 8.1 acre parcel of land
located in Murietta, California, at its book value, to a
corporation controlled by Mr. Previti for total consideration of
approximately $2.5 million consisting of a note payable to the
Company for $844,000 and the assumption by the buyer of
$1,679,000 of indebtedness related to the parcel sold. No gain
or loss was recognized on the sale. As of October 31, 1999, the
principal balance of that note was $657,000. See Note 3 of Notes
to Consolidated Financial Statements.
For further discussion of these and other transactions
with affiliates see Note 3 of Notes to Consolidated Financial
Statements.
7. Extraordinary Item
During the years ended October 31, 1999, 1998 and 1997, the
Company repurchased a portion of its Senior Notes having an
aggregate face value of $0, $9,375,000 and $5,400,000,
respectively. The Senior Notes were purchased from Mr. Previti
and in the open market and $20,925,000 of such Senior Notes have
been retired. Net of allocable issuance costs, the resultant
income of $0, $34,000 and $1,634,000 is reported as an
extraordinary gain in the Company's financial statements for the
years ended October 31, 1999 1998 and 1997, respectively. FHI's
Board of Directors has authorized management to repurchase
additional Senior Notes through affiliates, at their cost plus
accrued interest, or on the open market when such transactions
are deemed to be in the Company's best interests. As of October
31, 1999, affiliates of the Company did not control any
additional Senior Notes.
8. Profit Sharing and Pension Plans
In fiscal 1995, the Company adopted a non-contributory
401(k) plan covering substantially all employees. In fiscal
1997, the Company adopted a qualified matching program relating
to employees' contribution to the 401(k) plan. The program
creates an obligation for the Company to contribute 25% of any
employee's contribution to the 401(k) plan, up to the first 6% of
each employee's contribution. Participating employees vest in
the Company's matching over a five (5) year period, at 20% per
year. After five years, the employee becomes fully vested in all
Company matched funds. During 1999, 1998 and 1997, the Company
paid $95,000, $30,000 and $6,000, respectively, to employees'
accounts as a result of this program. Effective November 1,
1999, the Company has modified its contribution requirement to a
level equal to 100% of each employee's first 3% of their
contribution to their self-directed 401(k) plan account.
9. Commitments and Contingencies
COMMITMENTS
The Company leases office facilities under noncancelable
operating leases expiring in 2000 and 2004. Aggregate rental
costs incurred under such leases were $401,000, $496,000 and
$356,000 for the years ended October 31, 1999, 1998 and 1997,
respectively. Future minimum annual rental payments of $232,000,
$237,000 and $140,000 for its Corporate Office are due during
2000, 2001 and 2002, respectively. Future minimum annual rental
payments of $139,000, $141,000, $144,000, $146,000 and $99,000
for its Sacramento office are due during 2000, 2001, 2002, 2003
and 2004, respectively. Future minimum annual rental payments of
$29,000 for its San Diego office are due during 2000.
See Note 6 of Notes to Consolidated Financial Statements for
further discussion regarding leases with affiliates.
CONTINGENCIES
The Company is subject to routine litigation incidental to
its business. In the opinion of management, the resolution of
such claims will not have a material adverse effect on the
operating results or financial position of the Company.
In addition to the routine litigation, the Company's
contingent liabilities include warranty obligations and other
disputes arising from construction and sales of single-family
homes in the ordinary course of business. In the opinion of
management, adequate reserves have been provided for warranty
obligations and ultimate outcome of any disputes on these other
matters will not have a material adverse effect on the Company's
consolidated financial position, results of operations or
liquidity.
<PAGE>
REPORT OF INDEPENDENT AUDITORS
Board of Directors
Forecast Capital Corporation
We have audited the accompanying balance sheets of
Forecast "Registered Tradename" Capital Corporation (the
"Company") as of October 31, 1999 and 1998 and the related
statements of operations and shareholders' deficit, and cash
flows for each of the three years in the period ended October
31, 1998. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an
opinion on thes 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 financial position
of Forecast Capital Corporation at October 31, 1999 and 1998, and
the results of its operations and its cash flows for each of the
three years in the period ended October 31, 1999, in conformity
with generally accepted accounting principles.
ERNST & YOUNG LLP
Newport Beach, California
December 10, 1999
<TABLE>
Forecast "Registered Tradename" Capital Corporation
Balance Sheets
October 31
----------------
1999 1998
----------------
<S> <C> <C>
Assets:
Cash $800 $100
----- ----
Total Assets $800 $100
===== ====
Liabilities & Shareholders' Deficit:
Accounts Payable $300 $300
Accounts Payable, Related Parties 6,400 4,400
----- -----
Total Liabilities 6,700 4,700
----- -----
Common Stock, $1.00 par value:
Authorized 10,000 shares
Issued and Outstanding 2,500 shares 2,500 2,500
Accumulated Deficit (8,400) (7,100)
----- -----
Total Shareholders' Deficit (5,900) (4,600)
----- -----
Total Liabilities &
Shareholders' Deficit $800 $100
==== ====
</TABLE>
[FN] See notes to financial statements.
Forecast "Registered Tradename" Capital Corporation
Statements of Operations and Shareholders' Deficit
<TABLE>
For the Year Ended October 31
-----------------------------
1999 1998 1997
-----------------------------
<S> <C> <C> <C>
General & Admin. Expenses $500 $200 $400
Income Tax Expense 800 800 800
------ ------ ------
Net Loss ($1,300) ($1,000) ($1,200)
====== ====== ======
Shareholders' Deficit
at Beginning of Year ($4,600) ($3,600) ($2,400)
Net Loss (1,300) (1,000) (1,200)
----- ----- -----
Shareholders' Deficit
at End of Year ($5,900) ($4,600) ($3,600)
====== ====== ======
</TABLE>
[FN] See notes to financial statements.
Forecast "Registered Tradename" Capital
Corporation Statements of Cash Flows
<TABLE>
For the year Ended October 31
-----------------------------
1999 1998 1997
-----------------------------
<S> <C> <C> <C>
Net Loss ($1,300) ($1,000) ($1,200)
Increase (Decrease) in Accounts
Payable and Accrued Expenses - - (100)
Increase in Accounts Payable,
Related Parties 2,000 1,000 1,100
----- ----- -----
Increase (Decrease) in Cash
and Cash Equivalents 700 0 (200)
Cash and Cash Equivalents at
Beginning of Year 100 100 300
--- --- ---
Cash and Cash Equivalents at
End of Year $800 $100 $100
==== ==== ====
</TABLE>
[FN] See notes to financial statements.
<PAGE>
FORECAST "Registered Tradename" CAPITAL
CORPORATION NOTES TO FINANCIAL STATEMENTS
October 31, 1999
1. Organization and Operations
Forecast "Registered Tradename" Capital Corporation (the
"Company") was incorporated in California on September 20, 1993,
and was formed solely for the purpose of serving as an Issuer of
the Senior Notes for The Forecast Group "Registered Tradename",
L.P. The authorized capital stock of the Company consists of
10,000 shares of common stock with a par value of $1.00 per
share. The Company is a wholly-owned subsidiary of The
Forecast Group "Registered Tradename", L.P., a California
limited partnership that is engaged in the residential real
estate development business. The Company is financially
dependent on The Forecast Group "Registered Tradename", L.P. to
fund its continuing operations.
2. Income Taxes
The Company is a "C" Corporation for federal and state
income tax reporting purposes, and accounts for income taxes in
accordance with Financial Accounting Standards Board Statement
No. 109 "Accounting for Income Taxes."
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1999
<PERIOD-END> OCT-31-1999
<CASH> 22594000
<SECURITIES> 0
<RECEIVABLES> 11203000
<ALLOWANCES> 0
<INVENTORY> 110800000
<CURRENT-ASSETS> 146918000
<PP&E> 551000
<DEPRECIATION> 389000
<TOTAL-ASSETS> 146918000
<CURRENT-LIABILITIES> 29462000
<BONDS> 19700000
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 146918000
<SALES> 280644000
<TOTAL-REVENUES> 322915000
<CGS> 228859000
<TOTAL-COSTS> 303269000
<OTHER-EXPENSES> (1929000)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 21575000
<INCOME-TAX> 21575000
<INCOME-CONTINUING> 21575000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 21575000
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
