FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number 33-89076
CENTURY BUILDERS GROUP, INC.
----------------------------
(Exact name of registrant as specified in its charter)
Florida 65-0502494
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(State or other jurisdiction of (IRS Employer I.D. No.)
incorporation or organization)
7270 N. W. 12th Street, Suite 410, Miami, FL 33126
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(Address of principal executive offices) (Zip Code)
(305) 599-8100
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(Registrant's telephone number, including area code)
N/A
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(Former name of the Registrant if changed from last report)
Indicate by check mark whether the registrant (1) filed all reports required to
be filed by Section 13 or 15(d) of the 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. [X] Yes [ ] No
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:
Outstanding at
Class August 10, 2000
----- ---------------
Common Stock, $.001 Par Value 37,572,112
<PAGE>
INDEX TO FORM 10-Q
Page
No.
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PART I
ITEM-1 FINANCIAL STATEMENTS
Consolidated Condensed Balance Sheets -
June 30, 2000 (unaudited) and September 30, 1999 3
Consolidated Condensed Statements of Operations (unaudited)-
Three and Nine Months Ended June 30, 2000 (Purchase Accounting
Basis) and 1999 (Predecessor Basis) 4
Consolidated Condensed Statements of Cash Flows (unaudited)-
Nine Months Ended June 30, 2000 (Purchase Accounting
Basis) and 1999 (Predecessor Basis) 5
Notes to Consolidated Condensed Financial Statements (unaudited) 6
ITEM-2 MANAGEMENT'S DISCUSSION
Discussion and Analysis of Financial Condition and
Results of Operations 8
PART II OTHER INFORMATION
ITEM - 2 Changes in Securities and Use of Proceeds 13
ITEM - 4 Submission of Matters to a Vote of Securities Holders 13
ITEM - 6 Exhibits and Reports on Form 8-K 14
Signatures 15
2
<PAGE>
CENTURY BUILDERS GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
June 30, September 30,
2000 1999
----------- -----------
(Unaudited)
<S> <C> <C>
ASSETS
Cash $ 1,896,345 $ 2,395,002
Land and land development costs 47,843,804 39,327,397
Construction-in-progress 14,565,560 25,305,277
Model furnishings 380,918 290,023
Deferred loan costs 596,830 281,935
Goodwill 5,580,552 5,799,942
Investments in unconsolidated partnerships 2,056,200 1,463,391
Other assets 3,092,904 2,846,015
--------------------------
$76,013,113 $77,708,982
==========================
LIABILITIES AND SHAREHOLDERS' EQUITY
Customer deposits $ 2,220,796 $ 2,253,529
Accounts payable and accrued liabilities 3,334,777 3,250,605
Acquisition, development, and construction loans payable 33,800,821 41,377,879
Notes and loans payable 682,784 709,289
--------------------------
40,039,178 47,591,302
--------------------------
Shareholders' equity: (See Note 2)
Common Stock, $.001 par, 95,000,000 shares authorized,
37,572,112 shares issued and outstanding at June 30, 2000 37,572 --
Preferred Stock, $.01 par, 5,000,000 shares authorized, none issued -- --
Class A Common Stock, $.01 par, 40,000,000 shares authorized, 33,412,718
shares issued and outstanding at September 30, 1999, converted in 2000 -- 334,128
Class B Common Stock, $.01 par, 1,500,000 shares authorized, issued and
outstanding at September 30, 1999, converted in 2000 -- 15,000
Additional paid-in capital 34,232,995 29,768,552
Retained earnings 1,703,368 --
--------------------------
35,973,935 30,117,680
--------------------------
$76,013,113 $77,708,982
==========================
</TABLE>
See Notes to Consolidated Condensed Financial Statements
3
<PAGE>
CENTURY BUILDERS GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three months ended Nine months ended
June 30, June 30,
---------------------------- ----------------------------
2000 1999 2000 1999
(Purchase (Purchase
Accounting (Predecessor Accounting (Predecessor
Basis) Basis) Basis) Basis)
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Revenues:
Sales of homes $ 15,807,340 $ 13,715,059 $ 58,257,332 $ 40,378,333
Interest income 12,503 7,159 28,127 27,234
Other income 689,850 110,623 2,076,845 306,203
------------ ------------ ------------ ------------
16,509,693 13,832,841 60,362,304 40,711,770
------------ ------------ ------------ ------------
Operating cost and expenses:
Cost of homes sold 14,207,344 13,227,713 51,934,977 36,979,873
Selling expenses 1,070,294 914,857 3,646,637 2,948,306
General and administrative 519,616 555,971 1,904,420 1,501,948
Depreciation and amortization 206,278 644,287 1,156,289 1,017,029
Interest expense 2,568 6,809 16,613 17,865
------------ ------------ ------------ ------------
16,006,100 15,349,637 58,658,936 42,465,021
------------ ------------ ------------ ------------
Income (loss) before income taxes 503,593 (1,516,796) 1,703,368 (1,753,251)
Provision for income taxes -- -- -- --
------------ ------------ ------------ ------------
Net income (loss) $ 503,593 $ (1,516,796) $ 1,703,368 $ (1,753,251)
============ ============ ============ ============
Basic and diluted earnings (loss) $
per share $ 0.01 $ (0.27) $ 0.05 $ (0.31)
============ ============ ============ ============
Weighted average common shares outstanding 37,572,112 5,645,968 36,027,440 5,645,968
============ ============ ============ ============
</TABLE>
See Notes to Consolidated Condensed Financial Statements
4
<PAGE>
CENTURY BUILDERS GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Nine months ended
June 30,
-----------------------------
2000
(Purchase 1999
Accounting (Predecessor
Basis) Basis)
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 1,703,368 $ (1,753,251)
Adjustments to reconcile net income (loss) to net cash provided by
operating activities:
Depreciation, amortization and other non-cash charges 1,163,480 1,017,029
Changes in assets and liabilities:
Land, land development costs, and construction-in-progress 2,223,310 7,613,364
Other assets (345,103) (481,838)
Customer deposits (32,733) 358,113
Accounts payable and accrued liabilities 84,172 (987,210)
------------ ------------
Net cash provided by operating activities 4,796,494 5,766,207
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
(Purchase of) proceeds from sale of furnishings (279,752) 21,059
Acquisition of a minority interest in a joint venture (600,000) --
Deposits in future projects (included in other assets) (100,075) --
------------ ------------
Net cash (used in) provided by investing activities (979,827) 21,059
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from acquisition, development and construction loans 34,976,924 24,380,911
Payments on acquisition, development and construction loans (42,553,982) (29,587,944)
Deferred loan cost payments (857,748) (240,130)
Proceeds from notes and loans payable 1,100,000 --
Payments on notes and loans payable (1,126,505) (164,293)
Proceeds from issuance of stock 4,145,987 --
------------ ------------
Net cash used in financing activities (4,315,324) (5,611,456)
------------ ------------
NET (DECREASE) INCREASE IN CASH (498,657) 175,810
CASH BEGINNING OF PERIOD 2,395,002 482,879
------------ ------------
CASH END OF PERIOD $ 1,896,345 $ 658,689
============ ============
Supplemental disclosure of cash flow information:
1. Cash paid for interest, net of amount capitalized $ 16,613 $ 17,865
------------ ------------
2. On June 30, 2000, the Company sold land for $650,000. In
exchange, the Company received $150,000 cash and a $500,000
note from a third party (included in other assets).
</TABLE>
See Notes to Consolidated Condensed Financial Statements
5
<PAGE>
CENTURY BUILDERS GROUP AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
June 30, 2000
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION AND BUSINESS
Century Builders Group, Inc. ("the Company", formerly known as Weitzer
Homebuilders Incorporated) was incorporated under the laws of the State of
Florida in June 1994, and engages, through its wholly owned subsidiaries, in the
design, construction and sale of moderately priced single-family residences and
townhouses in Miami-Dade and Broward counties in South Florida.
Comparative financial statements and notes to the consolidated financial
statements for periods prior to the change in control are reflected at their
historical amounts as previously reported by the Company ("predecessor basis").
The accompanying unaudited consolidated condensed financial statements of the
Company have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions for Form
10-Q and Rule 10-01 of Regulation S-X. These financial statements do not include
all information and notes required by generally accepted accounting principles
for complete financial statements, and should be read in conjunction with the
audited financial statements and notes thereto included in the Company's annual
report on Form 10-K for the year ended September 30, 1999. The September 30,
1999 fiscal year end condensed balance sheet data was derived from audited
financial statements but does not include all disclosures required by generally
accepted accounting principles. The financial information furnished reflects all
adjustments, consisting only of normal recurring accruals, which are, in the
opinion of management, necessary for a fair presentation of the financial
position, results of operations and cash flows for the periods presented. The
results of operations are not necessarily indicative of results of operations,
which may be achieved in the future.
NOTE 2 - CAPITAL STOCK
On April 20, 2000 the Company held a special meeting of its shareholders. At
this meeting the Company's Articles of Incorporation were amended to provide for
only one class of Common Stock, $.001 par value per share, and in so doing to
cause the automatic conversion of outstanding shares of Class A Common Stock and
outstanding shares of Class B Common Stock into a like number of shares of the
Company's newly designated Common Stock. See Item 4 for items voted on at the
shareholders' meeting.
NOTE 3 - EARNINGS PER SHARE
Basic earnings per share ("Basic EPS") is computed by dividing net income by the
weighted average number of common shares outstanding during each period
presented. Diluted earnings per share ("Diluted EPS") is computed by dividing
net income by the weighted average of common stock and common stock equivalents
during the period presented; outstanding warrants and stock options are
considered common stock equivalents and are included in the calculation using
the treasury stock method, if their inclusion is considered dilutive.
6
<PAGE>
NOTE 4 - RELATED PARTY TRANSACTIONS
As of June 30, 2000, the Company was indebted to Century Partners Group, Ltd.,
the Company's primary shareholder, in the amount of $600,000. This amount is
included in "Notes and loans payable" of the Company's consolidated balance
sheet. These funds were used to finance the acquisition of a minority interest
in a joint venture.
7
<PAGE>
ITEM - 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
This discussion should be read in conjunction with the Notes to the Consolidated
Condensed Financial Statements contained herein and Management's Discussion and
Analysis of Financial Condition and Results of Operations appearing in the
Company's Form-10K for the year ended September 30, 1999. Management of the
Company believes that quarterly comparisons may not give a true indication of
overall trends and changes in the Company's operations. The Company's sales and
net income are subject to significant variability based on, among other things,
the phase of development of its projects, the cyclical nature of the
homebuilding industry, changes in governmental regulations, changes in
prevailing interest rates, changes in product mix, changes in the costs of
materials and labor and other economic factors.
Except for the historical information contained herein, the matters discussed in
this Form 10-Q are forward looking statements which involve risks and
uncertainties, including, but not limited to, economic, competitive,
governmental, and technological factors affecting the Company's operations,
markets, products, services, and prices and other factors discussed in the
Company's other filings with the Securities and Exchange Commission.
Change of Fiscal Year. The Internal Revenue Service has accepted the Company's
application to change its fiscal tax year to end as of December 31, commencing
with the year ending December 31, 2000. For financial statements purposes, the
Company plans to change its fiscal year from September 30 to December 31. As a
result of this anticipated change, for information purposes only, the following
Consolidated Condensed Statement of Operations is presented:
Six months ended
June 30,
----------------------------
2000
(Purchase 1999
Accounting (Predecessor
Basis) Basis)
------------ ------------
Revenues:
Sales of homes $ 36,184,293 $ 25,872,453
Other income 1,308,673 171,886
------------ ------------
37,492,966 26,044,339
------------ ------------
Operating cost and expenses:
Cost of homes sold 32,108,712 24,230,168
Selling, G & A and other expenses 4,245,455 3,725,915
------------ ------------
36,354,167 27,956,083
------------ ------------
Net income (loss) $ 1,138,799 $ (1,911,744)
============ ============
8
<PAGE>
Change in Control. On August 2, 1999, Century Partners Group, Ltd. ("Century"),
a Florida limited partnership, purchased an aggregate 8,855,000 shares of Class
A and Class B common stock of the Company, from Chai Capital, Ltd. ("Chai"), the
Company's principal shareholder prior to this transaction, which resulted in a
change in control of the Company. In addition, Century acquired options to
purchase, directly from the Company, 22,123,893 shares of the Company's Class A
Common Stock at an exercise price of $1.13 per share (the "Options"), in
consideration of the payment of $1,130,998. The options provided the exercise
price may be tendered in cash or by conveyance to the Company, assets having a
fair market value equal to the exercise price.
On September 2, 1999 and September 30, 1999, Century exercised their option and
received 22,123,893 aggregate shares of Class A Common Stock of the Company, at
$1.13 per share. As consideration for issued shares, Century conveyed to the
Company cash, cash equivalents, Century's interest in five limited partnerships
and certain other assets. Three of the limited partnerships conveyed were
substantially owned subsidiaries of Century and the other two limited
partnerships were 50% owned by Century.
As a result of the above transactions, as of September 30, 1999, Century had
obtained a 88.7% interest in the Company. Under generally accepted accounting
principles, Century's basis in the Company is pushed down to the separate
financial statements of the Company. As a result, to the extent of this 88.7%
change in ownership, assets and liabilities of the Company were adjusted to the
fair value, capital was adjusted to reflect Century's purchase price for its
ownership interest, including a reclassification of the predecessor's
accumulated deficit against additional paid in capital and the difference
between Century's basis in its interest in the Company and its proportionate
share of the fair value of the net assets was recorded as goodwill.
On March 9, 2000, Century, the Company's principal shareholder, purchased
2,637,644 shares of the Company's Class A Common Stock at $1.56 per share. As a
result of this transaction, Century's interest in the Company increased to
89.47%.
Results of Operations
General
The following table sets forth for the periods presented certain items of the
Company's consolidated financial statements expressed as a percentage of their
respective total revenues:
Three Months Three Months
Ended June Ended June
30, 2000 30, 1999
------------ ------------
Revenues 100.0% 100.0%
Cost of homes sold 86.1 95.6
Selling, general and administrative expenses 9.6 10.6
Depreciation, amortization and interest expense 1.3 4.7
------------ ------------
Net income (loss) 3.0 (10.9)
============ ============
9
<PAGE>
Nine Months Nine Months
Ended June Ended June
30, 2000 30, 1999
----------- -----------
Revenues 100.0% 100.0%
Cost of homes sold 86.0 90.8
Selling, general and administrative expenses 9.2 10.9
Depreciation, amortization and interest expense 1.9 2.6
------------ ------------
Net income (loss) 2.9 (4.3)
============ ============
Backlog and Lots for Sale or Under Option or Contract
The following table sets forth the Company's backlog, the lots for sale and the
lots for construction for the periods presented. The backlog consists of homes
under sales contracts and includes homes under construction, as well as homes,
which have been sold but not started. At June 30, 2000, approximately 48% of the
homes in backlog were under construction. The lots for sale refer to the number
of lots the Company has acquired on which it plans to construct homes and
exclude homes under sales contracts included in backlog. There can be no
assurance that settlements of homes subject to sales contracts will occur or
that all of the available lots for sale will be built on.
Backlog of Homes and Lots for Sale
<TABLE>
<CAPTION>
June 30, September 30, June 30,
2000 1999 1999
----------- ----------- -----------
<S> <C> <C> <C>
Number of homes in backlog 466 451 322
Aggregate sales value of homes in backlog $62,860,000 $59,317,000 $40,851,000
Lots for sale 656 935 338
Lots under development 1,137 766 --
Lots under option or contract 720 694 --
</TABLE>
Comparison of the Three-Month Period Ended June 30, 2000 and 1999
Revenues from home sales increased $2.1 million or 15.3% from $13.7 million for
the three months ended June 30, 1999 to $15.8 million for the three months ended
June 30, 2000. The average selling price of delivered units increased by $305
during the three-month period ended June 30, 2000 from $137,150 to $137,455,
compared to the corresponding three-month period last year. The increase is
primarily attributable to the change in the Company's overall product mix
between lower priced townhomes and higher priced single-family homes. The total
number of homes delivered during the comparable period increased 15% from 100 to
115. Revenue from other sources increased by approximately $580,000. The
increase is primarily attributable to management fee income and minority
interest income generated.
Cost of homes sold increased $1.0 million or 7.4% from $13.2 million for the
three months ended June 30, 1999 to $14.2 million for the three months ended
June 30, 2000. The change is primarily attributable to the increase in the
number of homes sold. Cost of homes sold as a percentage of home sales decreased
from 96.4% for the three months ended June 30, 1999 to 89.9 % for the three
months ended June 30, 2000. This 6.5% decrease of cost of homes sold as a
percentage of sales revenue is primarily attributable to the inclusion of
approximately $800,000 impairment charge related to the Company's assessment of
the recoverability of certain projects, in cost of homes sold for the period
ended June 30, 1999.
10
<PAGE>
Selling, general and administrative ("SG&A") expenses increased from $1.5
million for the three months ended June 30, 1999, to $1.6 million for the three
months ended June 30, 2000. The increase is primarily attributable to the
increased selling cost associated with the higher number of units sold. SG&A
expenses as a percentage of total revenues decreased from 10.6% during the three
months ended June 30, 1999 to 9.6% for the three months ended June 30, 2000, as
a result of the Company's ability to leverage overhead.
Depreciation and amortization decreased approximately $440,000, due to the
approximately $340,000 in accelerated amortization of certain loan fees,
included in depreciation and amortization for the three-month period ended June
30, 1999.
Net income increased approximately $2.0 million from a loss of $1,516,796 for
the three-month period ended June 30, 1999 to income of $503,593 for the
corresponding period ended June 30, 2000.
Comparison of the Nine-Month Period Ended June 30, 2000 and 1999
Revenues from home sales increased $17.9 million or 44.3% from $40.4 million for
the nine months ended June 30, 1999 to $58.3 million for the nine months ended
June 30, 2000. The average selling price of delivered units rose $4,440 or 3.5%
during the nine-month period ended June 30, 2000, from $126,180 to $130,620,
compared to the corresponding nine-month period last year. This increase is
attributable to the change in the Company's overall product mix between lower
priced townhomes and higher priced single-family homes. The total number of
homes delivered during the comparable period increased 39.4% from 320 to 446.
Revenue from other sources increased by approximately $1.8 million. The
increased is primarily attributable to management fee income and minority
interest income generated.
Cost of homes sold increased $15.0 million or 40.4% from $37.0 million for the
nine months ended June 30, 1999 to $51.9 million for the nine months ended June
30, 2000. The change is primarily attributable to the increase in the number of
homes sold. Cost of homes sold as a percentage of home sales decreased from
91.6% for the nine months ended June 30, 1999 to 89.1% for the nine months ended
June 30, 2000. This 2.5% decrease of cost of homes sold as a percentage of sales
revenue is primarily attributable to the increase in the sales price, the mix of
the product sold and on the inclusion of approximately $800,000 impairment
charge related to the Company's assessment of the recoverability of certain
projects, in cost of homes sold for the period ended June 30, 1999.
Selling, general and administrative ("SG&A") expenses increased from $4.5
million for the nine months ended June 30, 1999, to $5.6 million for the nine
months ended June 30, 2000. The increase is primarily attributable to the
increased selling cost higher number associated with the higher number of units
sold. SG&A expenses as a percentage of total revenues decreased from 10.9%
during the nine months ended June 30, 1999 to 9.2% for the nine months ended
June 30, 2000, as a result of the Company's ability to leverage overhead.
Depreciation and amortization increased approximately $140,000, due to the
acquisition of furnishings and the financing of new projects.
11
<PAGE>
Net income increased approximately $3.5 million from a loss of $1,753,251 for
the nine-month period ended June 30, 1999 to income of $1,703,368 for the
corresponding period ended June 30, 2000.
Liquidity and Financial Resources
General
At June 30, 2000, the Company had borrowings from banks and third parties
aggregating approximately $34.5 million compared to $42.1 million at September
30, 1999. The Company believes that it will be able to fund its ongoing
operations in the short-term from cash on hand, cash flow from home sales and
existing construction and development financing.
At June 30, 2000, the Company had an aggregate of $52.5 million of available
credit under the Company's acquisition, development and construction loans,
which the Company will use to finance the construction and development of homes
at Malibu Bay, Lago del Sol, Los Castillos at Windsor Palms, Las Costas,
Dimensions, Century Park at Flagler, Southwind Cove, Citrus Isles and Las
Cascadas projects.
Cash Flows
Net cash provided by operating activities of $4,796,494 for the nine months
ended June 30, 2000 included (1) net income of $1,703,368; (2) adjustments for
non-cash items of $1,163,480 and (3) a net change of $1,929,646 in operating
assets and liabilities, compared to net cash provided by operating activities of
$5,766,207 for the nine months ended June 30, 1999, which included (1) a net
loss of $1,753,251; (2) adjustments for non-cash items of $1,017,029 and (3) a
net change of $6,502,429 in operating assets and liabilities. Net cash used in
investing activities of $979,827 for the nine months ended June 30, 2000
included (1) $279,752 for the purchase of furnishings; (2) $600,000 in an
investment in a joint venture and (3) $100,075 of costs associated with
speculation on possible future projects, compared to net cash provided in
investing activities of $21,059 for the nine month period ended June 30, 1999
which was the result of proceeds from the sale of certain furnishings. Net cash
used in financing activities of $4,315,324 for the nine months ended June 30,
2000 included (1) net principal repayments of $7,577,058 on acquisition,
development and construction loans; (2) payments of $857,748 associated with the
acquisition of new loans for the acquisition, development and construction of
new inventory; (3) net payments of $26,505 on notes and loan payables and (4)
proceeds of $4,145,987 resulting from the issuance of stock, compared to net
cash used in financing activities of $5,611,456 for the nine month period ended
June 30, 1999, which included (1) net principal repayments of $5,207,033 on
acquisition, development and construction loans; (2) payments of $240,130
associated with the acquisition of new loans for the acquisition, development
and construction of new inventory and (3) principal payments of $164,293 to
notes and loans payables. Net cash decreased $498,657 for the nine months ended
June 30, 2000 compared to a net cash increase of $175,810 for the nine months
ended June 30, 1999.
12
<PAGE>
PART II. OTHER INFORMATION
ITEM - 2
CHANGES IN SECURITIES AND USE OF PROCEEDS
On April 20, 2000, at the Special Meeting of Shareholders of the Company, the
shareholders of the Company approved and adopted the proposal to amend the
Company's Articles of Incorporation to provide for one class of Common Stock,
$.001 par value per share, and in so doing effectuating the automatic conversion
of the outstanding shares of Class A Common Stock and outstanding shares of
Class B Common Stock into a like number of shares of the Company's newly
designated Common Stock.
ITEM - 4
SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
On April 20, 2000, at the Special Meeting of Shareholders of the Company, the
shareholders of the Company voted upon, approved and adopted the following:
(A) An amendment to the Company's Articles of Incorporation to change the
Company's name to Century Builders Group, Inc. (32,088,647 votes were
cast in favor of this proposal; 10,639 votes were cast against or
withheld and there were 5,000 abstentions).
(B) An amendment to the Company's Articles of Incorporation to provide for
only one class of Common Stock, $.001 par value per share, and in so
doing to effectuate the automatic conversion of outstanding shares of
Class A Common Stock and outstanding shares of Class B Common Stock
into a like number of shares of the Company's newly designated Common
Stock (30,716,608 votes were cast in favor of this proposal; 1,379,268
votes were cast against or withheld and there were 1,361,559
abstentions).
(C) An amendment to the Company's Articles of Incorporation to increase the
number of authorized shares of Common Stock of the Company to
95,000,000 shares, $.001 par value per share (32,095,343 votes were
cast in favor of this proposal; 21,559 votes were cast against or
withheld and there were 300 abstentions).
(D) The election of the following six directors for a term of one year and
until their successors are duly elected and qualified:
Director Nominee Votes Cast For Votes Withheld
------------------------ -------------- --------------
Sergio Pino 32,095,343 8,943
Armando J. Guerra 32,096,443 7,843
Jose C. Cancela 32,096,443 7,843
Gabriel M. Bustamante 32,096,443 7,843
Carlos M. Garcia 32,095,943 8,343
Humberto Lorenzo 32,096,443 7,843
13
<PAGE>
(E) The ratification of the appointment of Deloitte & Touche LLP, as the
Company's independent public accountants for the fiscal year ending
December 31, 2000 (32,093,019 votes were cast in favor of this
proposal; 9,959 votes were cast against or withheld and there were
1,308 abstentions).
ITEM - 6
EXHIBITS AND REPORTS ON FORM 8-K
27 - Financial Data Schedule
14
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: August 10, 2000
/S/SERGIO PINO
------------------------------------------
Sergio Pino
Chairman of the Board, President and
Chief Executive Officer
(Principal Executive Officer)
Date: August 10, 2000
/S/EMILIANO DE LA FUENTE JR.
------------------------------------------
Emiliano de la Fuente, Jr
Senior Vice President and
Chief Financial Officer
(Principal Accounting Officer
15
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
------- -----------
27 Financial Data Schedule
