-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, V01HlRORBfKUv9YpMnW3iXGvzDooWQWMWZTc4gv9o+sNj4a7MZ60SjKdDNJFvFDh qciNLhbDr2Uv8TXP6nIz2A== 0000101640-94-000008.txt : 19940511 0000101640-94-000008.hdr.sgml : 19940511 ACCESSION NUMBER: 0000101640-94-000008 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19940331 FILED AS OF DATE: 19940502 FILER: COMPANY DATA: COMPANY CONFORMED NAME: U S HOME CORP /DE/ CENTRAL INDEX KEY: 0000101640 STANDARD INDUSTRIAL CLASSIFICATION: 1531 IRS NUMBER: 210718930 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-05899 FILM NUMBER: 94525713 BUSINESS ADDRESS: STREET 1: 1800 WEST LOOP SOUTH CITY: HOUSTON STATE: TX ZIP: 77027 BUSINESS PHONE: 7138772311 MAIL ADDRESS: STREET 1: PO BOX 2863 CITY: HOUSTON STATE: TX ZIP: 77252 FORMER COMPANY: FORMER CONFORMED NAME: UNITED STATES HOME & DEVELOPMENT CORP DATE OF NAME CHANGE: 19710713 10-Q 1 FIRST QUARTER 10-Q PERIOD ENDING MARCH 31, 1994 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1994 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to ____________. Commission File Number 1-5899 U.S. HOME CORPORATION (Exact name of registrant as specified in its charter) Delaware 21-0718930 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1800 West Loop South, Houston, Texas 77027 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (713) 877-2311 Not Applicable (Former name, former address and former fiscal year, if changed since last report.) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter 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 Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. YES X NO Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding at March 31, 1994 Common Stock, $.01 par value 9,970,487 shares 2 U.S. HOME CORPORATION _____________________ INDEX _____ Page Number ______ Part I. Financial Information Item 1. Financial Statements Consolidated Condensed Balance Sheets--March 31, 1994 and December 31, 1993 3 Consolidated Condensed Statements of Operations-- Three Months Ended March 31, 1994 and 1993 5 Consolidated Condensed Statements of Cash Flows-- Three Months Ended March 31, 1994 and 1993 6 Notes to Consolidated Condensed Financial Statements 7 Review by Independent Public Accountants 10 Report of Independent Public Accountants 11 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 12 Part II. Other Information Item 4. Submission of Matters to a Vote of Security Holders 16 Item 5. Other Information 17 Item 6. Exhibits and Reports on Form 8-Q 17 3 PART I. FINANCIAL INFORMATION Item l. Financial Statements U.S. HOME CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS (Dollars in Thousands) ASSETS March 31, December 31, 1994 1993 ____________ ____________ (Unaudited) HOUSING: Cash (including restricted funds) $ 9,059 $ 15,192 Receivables, net 20,985 14,027 Single-family housing inventories 504,248 491,620 Option deposits on real estate 38,345 34,618 Deferred tax asset 28,961 33,527 Other assets 37,036 33,019 ________ ________ 638,634 622,003 ________ ________ FINANCIAL SERVICES: Cash (including restricted funds) 8,334 5,738 Residential mortgage loans 28,335 38,412 Other assets 10,832 12,693 ________ ________ 47,501 56,843 ________ ________ $686,135 $678,846 ________ ________ ________ ________ The accompanying notes are an integral part of these balance sheets. 4 U.S. HOME CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS (Dollars in Thousands) LIABILITIES AND STOCKHOLDERS' EQUITY March 31, December 31, 1994 1993 ___________ ____________ (Unaudited) HOUSING: Current Liabilities - Short-term debt $ 975 $ - Current maturities of long-term debt 8,080 8,093 Accounts payable 50,294 47,997 Accrued expenses and other current liabilities 44,043 30,701 _________ _________ 103,392 86,791 Long-Term Debt 303,414 303,844 _________ _________ 406,806 390,635 _________ _________ FINANCIAL SERVICES: Current Liabilities - Short-term debt 6,868 20,566 Accrued expenses and other current liabilities 7,257 9,504 _________ _________ 14,125 30,070 Long-Term Debt 1,091 1,102 _________ _________ 15,216 31,172 _________ _________ Total Liabilities 422,022 421,807 _________ _________ STOCKHOLDERS' EQUITY: Convertible Preferred Stock, $25 per share redemption value, authorized 1,457,279 and 2,037,968 shares at March 31, 1994 and December 31, 1993, outstanding 1,374,041 and 1,954,730 shares at March 31, 1994 and December 31, 1993 34,351 48,868 Common Stock, $.01 par value, authorized 50,000,000 shares, outstanding 9,970,487 and 9,389,116 shares at March 31, 1994 and December 31, 1993 99 94 Capital In Excess of Par Value 317,718 303,193 Retained Earnings (Deficit) (88,055) (95,116) _________ _________ Total Stockholders' Equity 264,113 257,039 _________ _________ $ 686,135 $ 678,846 _________ _________ _________ _________ The accompanying notes are an integral part of these balance sheets. 5 U.S. HOME CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (Dollars in Thousands, Except Per Share Data) (Unaudited) Three Months Ended March 31, __________________ 1994 1993 ______ ______ HOUSING: Operating Revenues $222,000 $164,464 ________ ________ Operating Costs and Expenses - Cost of products sold 185,804 136,393 Selling, general and administrative 25,047 20,180 Interest, net - 112 ________ ________ 210,851 156,685 ________ ________ Housing Operating Income 11,149 7,779 ________ ________ FINANCIAL SERVICES: Operating Revenues 3,300 2,590 ________ ________ Operating Costs and Expenses - General and administrative 2,666 1,996 Interest 207 192 ________ ________ 2,873 2,188 ________ ________ Financial Services Operating Income 427 402 ________ ________ INCOME BEFORE REORGANIZATION ITEMS AND INCOME TAXES 11,576 8,181 REORGANIZATION ITEMS, NET - 2,890 ________ ________ INCOME BEFORE INCOME TAXES 11,576 5,291 PROVISION FOR INCOME TAXES 4,515 262 ________ ________ NET INCOME $ 7,061 $ 5,029 ________ ________ ________ ________ INCOME PER COMMON AND COMMON SHARE EQUIVALENT: Primary $ .60 $ .45 ________ ________ ________ ________ Fully diluted $ .52 $ .45 ________ ________ ________ ________ The accompanying notes are an integral part of these statements. 6 U.S. HOME CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Dollars in Thousands) (Unaudited) Three Months Ended March 31, __________________ 1994 1993 ________ ________ Net Cash Provided (Used) by Operating Activities $ 11,768 $ (808) ________ ________ Net Cash Flows From Investing Activities: Proceeds from investments in mortgages, net of purchases 747 (438) Decrease (increase) in restricted cash 493 (1,474) Other (537) (179) ________ ________ Net cash provided (used) by investing activities 703 (2,091) ________ ________ Net Cash Flows From Financing Activities: Repayment of short-term debt, net of proceeds (12,723) 8,790 Repayment of long-term debt (2,792) (10,478) ________ ________ Net cash used by financing activities (15,515) (1,688) ________ ________ Net Decrease in Cash (3,044) (4,587) Cash At Beginning Of Period 15,829 8,222 ________ ________ Cash At End of Period $ 12,785 $ 3,635 ________ ________ ________ ________ Supplemental Disclosure: Interest paid, before amount capitalized - Housing $ 1,540 $ 5,507 Financial Services 220 246 ________ ________ $ 1,760 $ 5,753 ________ ________ ________ ________ The accompanying notes are an integral part of these statements. 7 U.S. HOME CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS MARCH 31, 1994 (Unaudited) (1) PRINCIPLES OF CONSOLIDATION AND BASIS OF PRESENTATION The accompanying consolidated condensed balance sheet as of December 31, 1993, which has been derived from audited financial statements, and the accompanying unaudited consolidated condensed financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and note disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations. Although the Company believes that the disclosures made are adequate to ensure that the information presented is not misleading, it is suggested that these condensed financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's latest Annual Report on Form 10-K. In the opinion of the Company, the accompanying consolidated condensed financial statements contain all adjustments necessary to present fairly the Company's financial position as of March 31, 1994 and December 31, 1993 and its results of operations and cash flows for the three month periods ended March 31, 1994 and 1993. Because of the seasonal nature of the Company's business, the results of operations for the three month periods ended March 31, 1994 and 1993 are not necessarily indicative of the results for the full year. (2) INVENTORIES The components of single-family housing inventories are as follows (dollars in thousands): March 31, December 31, 1994 1993 __________ ____________ Housing completed and under construction $183,278 $193,827 Models 36,162 34,366 Finished lots 92,731 83,140 Land under development 72,735 58,824 Raw land held for development or sale 119,342 121,463 ________ ________ $504,248 $491,620 ________ ________ ________ ________ 8 (3) LONG-TERM DEBT Long-term debt consists of the following: March 31, December 31, 1994 1993 _________ ____________ (Dollars in Thousands) Notes and mortgage notes payable $ 31,494 $ 31,937 9.75% Senior notes due 2003 200,000 200,000 4.875% Convertible subordinated debentures due 2005 80,000 80,000 ________ ________ 311,494 311,937 Less - current maturities (8,080) (8,093) ________ ________ 303,414 303,844 Financial Services 1,091 1,102 ________ ________ Total long-term debt $304,505 $304,946 ________ ________ ________ ________ (4) HOUSING INTEREST A summary of housing interest for the three month periods ended March 31, 1994 and 1993 follows (dollars in thousands): 1994 1993 ________ ________ Capitalized at beginning of period $ 55,580 $ 58,708 ________ ________ Paid and accrued 7,599 2,334 Expensed - (112) ________ ________ Capitalized 7,599 2,222 Included in cost of sales (6,859) (4,634) Included in other (1,436) (656) ________ ________ Capitalized at end of period $ 54,884 $ 55,640 ________ ________ ________ ________ (5) INCOME PER SHARE The following weighted average number of common and common equivalent shares were used to compute income per share for the three month peri- ods ended March 31, 1994 and 1993: 1994 1993 __________ __________ Primary 11,843,707 11,284,885 Fully diluted 14,097,228 11,284,885 9 The weighted average number of common and common equivalent shares out- standing for primary income per share include the dilutive effect of the convertible redeemable preferred stock and Class B warrants for all periods presented and the assumed exercise of stock options for the pe- riod subsequent to June 21, 1993 (based on the average stock price for the period). Fully diluted income per share includes the assumed con- version of the convertible subordinated debentures. Income per common and common equivalent share have been computed using the weighted average number of common and common equivalent shares out- standing, assuming the Company's current capital structure had been ef- fective as of the beginning of both periods presented. This differs from historical income per common and common equivalent share for the three month period ended March 31, 1993 of $.11, previously reported (based on the Company's former capital structure and 45,312,526 shares of common stock, $.10 par value per share, outstanding). In manage- ment's opinion, prior year income per share information is of limited use or relevance given the significant changes in ownership and the Company's capital structure which occurred as a result of the Company's reorganization. (6) INCOME TAXES Income tax provisions for interim periods are estimated based on pro- jections of the annual effective tax rates. The effective tax rate (5%) for the three month period ended March 31, 1993, reflects esti- mated federal and state alternative minimum taxes, net of expected net operating loss ("NOL") utilization. As a result of the Company's rec- ognition of a deferred tax asset attributable to its NOL in the third quarter of 1993, the effective tax rate used for the three month period ended March 31, 1994, is 39%. 10 REVIEW BY INDEPENDENT PUBLIC ACCOUNTANTS Arthur Andersen & Co., independent public accountants, has performed a review of the consolidated condensed balance sheet as of March 31, 1994 and the related consolidated condensed statements of operations and cash flows for the three months ended March 31, 1994 and 1993 included in this report. Such review was made in accordance with standards established by the American Institute of Certified Public Accountants. 11 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS TO U.S. HOME CORPORATION: We have reviewed the accompanying consolidated condensed balance sheet of U.S. Home Corporation (a Delaware corporation) and subsidiaries as of March 31, 1994, and the related consolidated condensed statements of operations and cash flows for the three month periods ended March 31, 1994 and 1993. These financial statements are the responsibility of the Company's management. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the financial statements referred to above for them to be in conformity with generally accepted accounting principles. We have previously audited, in accordance with generally accepted auditing standards, the consolidated balance sheet of U.S. Home Corporation and subsidiaries as of December 31, 1993, and the related consolidated statements of operations, stockholders' equity and cash flows for the year then ended (not presented herein), and have issued our report thereon dated February 9, 1994. In our opinion, the information set forth in the accompanying consolidated condensed balance sheet as of December 31, 1993, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived. /s/ Arthur Andersen & Co. ARTHUR ANDERSEN & CO. Houston, Texas April 28, 1994 12 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations Housing The following table sets forth certain financial information for the periods indicated (dollars in thousands, except average sales price): Three Months Ended March 31, ____________________ 1994 1993 ________ ________ Revenues - Single-family homes $218,540 $162,235 Land and other 3,460 2,229 ________ ________ Total $222,000 $164,464 ________ ________ ________ ________ Single-family homes - Gross margin amount $ 35,442 $ 27,468 Gross margin percentage 16.2% 16.9% Units delivered 1,480 1,171 Average sales price $147,700 $138,500 New orders taken 2,340 2,163 Backlog at end of period 3,564 2,864 Selling, general and administrative expense as a percentage of housing revenues 11.3% 12.3% Interest expense - Paid and accrued $ 7,599 $ 2,334 Capitalized $ 7,599 $ 2,222 Percent capitalized 100.0% 95.2% Capitalized interest included in cost of products sold $ 6,859 $ 4,634 13 Revenues and Gross Margins - Revenues from sales of single-family homes for the three month period ended March 31, 1994 increased 34.7% compared to the three month period ended March 31, 1993. The increase resulted primarily from a 26.4% increase in the num- ber of housing units delivered and a 6.6% increase in the average sales price. The increase in units delivered in 1994 was primarily attributable to an improved backlog level at December 31, 1993 when compared to the backlog level at December 31, 1992. The increase in the average sales price in 1994 is primarily due to price increases to offset cost increases. New orders taken for the three month period ended March 31, 1994 increased 8.2% compared to the same period in 1993. See Part II, "Item 5 - Other In- formation" on page 16 for a table of unit activity by region for the three month periods ended March 31, 1994 and 1993. The increase in new orders in 1994 as compared to 1993 was primarily attributable to an expansion of the Company's operations in its South Florida and Arizona markets. While the gross margin percentage for the three month period ended March 31, 1994 decreased compared to the same period in 1993, it was approximately the same as the gross margin percentage for the last three quarters of 1993. Selling, General and Administrative Expenses - Selling, general and administrative expenses declined to 11.3% of housing revenues for the three month period ended March 31, 1994 from 12.3% in 1993. Actual selling, general and administrative expenses for the three month peri- od ended March 31, 1994 increased by $4.9 million compared to 1993. This in- crease was attributable to increases in volume-related expenses resulting from the increase in deliveries in 1994 when compared to 1993 and increases in other selling, general and administrative expenses resulting from in- creased activities. Interest Expense - While interest paid and accrued for the three month period ended March 31, 1994 increased approximately 225.6% compared to the same period in 1993, it was approximately the same as interest paid and accrued for the three month period ended December 31, 1993. The increase in interest paid and accrued in the last quarter of 1993 and the first quarter of 1994 was primarily due to the sale of the 9.75% senior notes in June 1993 and 4.875% convertible subor- dinated debentures in November 1993. Interest paid and accrued during the first quarter of 1993 was less than the last quarter of 1993 and the first quarter of 1994 primarily due to interest on a majority of the Company's debt being stayed during the Company's Chapter 11 reorganization. The increase in the percentage of interest capitalized for 1994 was primarily due to an increase in the amount of assets qualifying for interest capitalization. 14 Financial Services Revenues - Revenues for the financial services segment for the periods indicated were as follows (dollars in thousands): Three Months Ended March 31, _____________ 1994 1993 ______ ______ U.S. Home Mortgage Corporation and subsidiaries $2,589 $1,911 Other financial services operations 711 679 ______ ______ $3,300 $2,590 ______ ______ ______ ______ The increase in U.S. Home Mortgage Corporation and subsidiaries' ("Mortgage") revenues for the three month period ended March 31, 1994 when compared to 1993 was primarily due to a 43.5% increase in the number of residential mort- gage loan originations. This increase is primarily due to an increase in the number of Company homes delivered financed by Mortgage resulting from the Company's increased unit deliveries in 1994. Financial Condition and Liquidity Housing The Company's ability to generate cash adequate to meet its housing needs is principally achieved from the sale of homes and the margins thereon, the utilization of Company-owned lots and periodic borrowings under its financ- ing facilities. The Company expects, on a long-term basis, that operations will generate cash to meet substantially all of its housing cash flow needs and that a financing facility, such as the Working Capital Facility (as de- fined below), would be utilized to meet peak operating needs. The Company does not anticipate that the borrowing base requirements of its Working Cap- ital Facility will restrict the Company's ability to borrow under such Fa- cility. Over recent years, the Company has implemented various operational guidelines to conserve cash, increase its financial flexibility and reduce its risk by limiting the amount of land owned directly by the Company. The Company intends to continue to use Company-owned lots to generate additional cash flow and to continue to emphasize land acquisitions using rolling lot options, which enable the Company to initially pay a small fraction of total lot cost and then purchase the lots for a fixed price on a scheduled or "as needed" basis. The Company believes that these steps increase cash flows, reduce carrying costs and limit its exposure to market changes and direct land investments. 15 The Company finances its housing operations through a $95 million secured revolving working capital facility (the "Working Capital Facility") with General Electric Capital Corporation ("GECC") and from internally generated funds. At March 31, 1994, nothing was outstanding under the Working Capi- tal Facility. The Company anticipates that during the balance of 1994 it will periodically reborrow and will have outstanding balances under the Working Capital Facility. The net cash provided or used by the operating, investing and financing ac- tivities of the housing operations for the three month periods ended March 31, 1994 and 1993 is summarized below (dollars in thousands): 1994 1993 ________ ________ Net cash provided (used) by: Operating activities $ (4,323) $ (8,748) Investing activities (432) (581) Financing activities (1,793) 6,323 ________ ________ Net decrease in cash $ (6,548) $ (3,006) ________ ________ ________ ________ Housing operating activities are, at any time, affected by a number of fac- tors, including the number of housing units under construction and housing units delivered. Housing operating activities used less cash during the first quarter of 1994 compared to 1993 primarily due to an increase in the number of housing units delivered. Cash flow from housing financing activities for the first quarter of 1994 used cash reflecting the repayment of long-term debt, while the same period in 1993 provided cash reflecting net borrowings under short-term debt facilities. The Company anticipates that amounts available under the Working Capital Fa- cility and cash flow from operations will be sufficient to meet its working capital obligations. Financial Services Mortgage's activities represent substantially all of the financial services segment's activities. As loan originations by Mortgage are primarily from housing units delivered by the Company's home building operations, Mortgage's financial condition and liquidity are to a significant extent dependent upon the financial condition of the Company. 16 The Company finances its financial services operations primarily through short-term debt and from internally generated funds, such as the origination and sale of residential mortgage loans and related servicing rights. The short-term debt consists of a $35 million secured revolving line of credit entered into by Mortgage in April 1992, as amended (the "Mortgage Credit Fa- cility"). At March 31, 1994, $6.9 million was outstanding under the Mortgage Credit Facility. The Company has no obligation to provide funding to its fi- nancial services operations, nor does it guarantee any of its financial ser- vices subsidiaries' debt. The Company believes that the Mortgage Credit Fa- cility, together with internally generated funds, such as from the sale of residential mortgage loans and related servicing rights, will be sufficient to provide for Mortgage's working capital needs. The Mortgage Credit Facility bears interest at the prime rate and matures on August 31, 1994. Certain residential mortgage loans have been pledged as collateral to secure Mortgage's obligations under the Mortgage Credit Facili- ty. While the Mortgage Credit Facility contains numerous covenants, includ- ing a debt to tangible net worth ratio and a minimum tangible net worth re- quirement, these covenants are not anticipated to significantly limit Mortgage's operations. 17 Part II. OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders The annual meeting of stockholders was held on April 6, 1994. The following members were elected to the Board of Directors to hold office until the annual meeting of stockholders in 1996: Nominee In Favor Withheld _______ _________ ________ George A. Poole, Jr. 9,874,849 80,127 Herve Repault 9,878,872 76,104 James W. Sight 9,874,553 80,423 Additional items voted upon were: (a) A Non-Employee Directors' Stock Option Plan which provides for the annual nondiscretionary grant of common stock options to non-employee directors. (b) An Employee Stock Payment Plan which permits the payment of a portion of certain employees' incentive bonuses in shares of the Company's common stock. (c) Appointment of Arthur Andersen & Co., independent public accountants, to examine the Company's financial statements for 1994. The votes of the stockholders on these items were as follows: In Broker Item Favor Opposed Abstained Non-Vote ____ _________ _______ _________ ________ (a) 9,532,675 363,917 58,492 - (b) 9,786,615 117,600 50,760 - (c) 9,806,106 132,758 16,112 - The meeting was adjourned until April 20, 1994 for the sole purpose of voting on an amendment to the Company's Second Restated Certificate of Incorporation to eliminate a prohibition against issuance of non-voting equity securities. On April 20, 1994, the stockholders voted to adopt this amendment as follows: Broker In Favor Opposed Abstained Non-Vote _________ _________ _________ _________ 5,887,173 1,531,371 102,671 2,433,761 18 Item 5. Other Information The following table provides information (expressed in number of hous- ing units) with respect to new orders taken, deliveries to purchasers of single-family homes and backlog by market for the three month peri- ods ended March 31, 1994 and 1993. New Orders Deliveries Backlog __________ __________ _______ Market 1994 1993 1994 1993 1994 1993 ____ ____ ____ ____ ____ ____ Florida 936 700 430 407 l,473 986 Mountain - Arizona 308 262 255 147 441 301 Colorado 294 308 203 132 567 485 Nevada 91 70 67 33 105 75 Northeast/Midwest - Minnesota 132 179 91 76 185 211 Maryland/Virginia 98 96 97 87 132 107 New Jersey 42 47 42 43 89 58 California 225 216 152 120 210 203 Texas 214 285 143 126 362 438 _____ _____ _____ _____ _____ _____ 2,340 2,163 1,480 1,171 3,564 2,864 _____ _____ _____ _____ _____ _____ _____ _____ _____ _____ _____ _____ Item 6. Exhibits and Reports on Form 8-K (a) Exhibits Exhibit 11 - Computation of Income Per Common Share. Exhibit 15 - Letter with respect to unaudited financial informa- tion. (b) Reports on Form 8-K No Current Report on Form 8-K was filed by the Company during Jan- uary, February or March 1994. 19 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. U.S. HOME CORPORATION Date: May 2, 1994 /s/ Isaac Heimbinder Isaac Heimbinder President and Chief Operating Officer Date: May 2, 1994 /s/ Chester P. Sadowski Chester P. Sadowski Vice President, Controller and Chief Accounting Officer 20 INDEX TO EXHIBITS Sequential Exhibit Numbered Number Page 11 Computation of Income Per Common Share 21 15 Letter with respect to unaudited interim financial information 22 EX-11 2 EXHIBIT 11 FOR PERIOD ENDING MARCH 31, 1994 21 EXHIBIT 11 (Unaudited) U.S. HOME CORPORATION AND SUBSIDIARIES INCOME PER COMMON SHARE FOR THE CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS INCOME HAS BEEN COMPUTED ON THE WEIGHTED AVERAGE NUMBER OF COMMON SHARES AND COMMON SHARE EQUIVALENTS OUTSTANDING AS FOLLOWS: (Dollars in Thousands, Except Per Share Data) Three Months Ended March 31, ____________________________ 1994 1993 ____________ _____________ Income per common and common equivalent shares - Net income $ 7,061 $ 5,029 =========== =========== Weighted average common shares outstanding 11,344,295 11,284,885 Effect of assumed exercise of dilutive stock options and warrants 499,412 - ___________ ___________ Total common shares and common equivalent shares 11,843,707 11,284,885 =========== =========== Income per common share and common equivalent shares $ .60 $ .45 =========== =========== Income per common share, assuming full dilution - Net income $ 7,061 $ 5,029 Add interest applicable to 4.875% convertible subordinated debentures,net of income tax effect 260 _ ___________ ___________ Income per common share, assuming full dilution $ 7,321 $ 5,029 =========== =========== Total common and common equivalent shares 11,843,707 11,284,885 Assumed conversion of 4.875% convertible subordinated debentures at $35.50 per share 2,253,521 - ___________ ___________ Common shares, assuming full dilution 14,097,228 11,284,885 =========== =========== Income per common share, assuming full dilution $ .52 $ .45 =========== =========== Note a - See Note 5 of Notes to Consolidated Condensed Financial Statements. EX-15 3 EXHIBIT 15 FOR PERIOD ENDING MARCH 31, 1994 22 EXHIBIT 15 To U.S. HOME CORPORATION: We are aware that U.S. Home Corporation has incorporated by reference in its Registration Statements Nos. 33-64712 and 33-52993 its Form 10-Q for the quarter ended March 31, 1994, which includes our report dated April 28, 1994 covering the unaudited interim financial information contained therein. Pursuant to Regulation C of the Securities Act of 1933, that report is not considered a part of the registration statements prepared or certified by our firm or a report prepared or certified by our firm within the meaning of Sections 7 and 11 of the Act. /s/ Arthur Andersen and Co. ARTHUR ANDERSEN & CO. Houston, Texas May 2, 1994 -----END PRIVACY-ENHANCED MESSAGE-----