-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KE+oesBIzsaojvjiMWCaFN5YIZ5Zbya2PdPe5z60Bg35Y1Cq4Ou8HEzo0B+ufwmD iVW5GwS+TMtAK/UhebCl4g== 0000101640-97-000005.txt : 19970508 0000101640-97-000005.hdr.sgml : 19970508 ACCESSION NUMBER: 0000101640-97-000005 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970331 FILED AS OF DATE: 19970507 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: U S HOME CORP /DE/ CENTRAL INDEX KEY: 0000101640 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [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: 97597485 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 FORM 10-Q PERIOD ENDING 03/31/97 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, 1997 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 April 30, 1997 Common stock, $.01 par value 11,578,833 shares 2 U.S. HOME CORPORATION --------------------- INDEX ----- Page Number Part I. Financial Information Item 1. Financial Statements Consolidated Condensed Balance Sheets-- March 31, 1997 and December 31, 1996 3 Consolidated Condensed Statements of Operations--Three Months Ended March 31, 1997 and 1996 5 Consolidated Condensed Statements of Cash Flows--Three Months Ended March 31, 1997 and 1996 6 Notes to Consolidated Condensed Financial Statements 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 11 Part II. Item 5. Other Information 15 Item 6. Exhibits and Reports on Form 8-K 16 3 PART I. FINANCIAL INFORMATION --------------------- Item 1. Financial Statements --------------------- U.S. HOME CORPORATION AND SUBSIDIARIES -------------------------------------- CONSOLIDATED CONDENSED BALANCE SHEETS ------------------------------------- (Dollars in Thousands, Except Per Share Data) ASSETS ------ March 31, December 31, 1997 1996 --------- ------------ (Unaudited) HOUSING: Cash (including restricted funds) ............. $ 14,113 $ 8,786 Receivables, net .............................. 44,602 28,028 Single-Family Housing Inventories ............. 704,502 709,344 Option Deposits on Real Estate ................ 82,039 70,688 Other Assets .................................. 52,242 49,036 -------- -------- 897,498 865,882 -------- -------- FINANCIAL SERVICES: Cash (including restricted funds) ............. 4,906 4,463 Residential Mortgage Loans .................... 56,834 63,656 Other Assets .................................. 12,442 13,410 -------- -------- 74,182 81,529 -------- -------- $971,680 $947,411 ======== ======== 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, Except Per Share Data) LIABILITIES AND STOCKHOLDERS' EQUITY ------------------------------------ March 31, December 31, 1997 1996 ----------- ------------ (Unaudited) HOUSING: Accounts Payable ............................... $ 98,056 $ 96,594 Accrued Expenses and Other Current Liabilities .................................. 59,066 50,972 Revolving Credit Facility ...................... 13,000 -- Senior and Convertible Subordinated Debt and Notes Payable ............................ 360,386 362,887 --------- --------- 530,508 510,453 --------- --------- FINANCIAL SERVICES: Accrued Expenses and Other Current Liabilities .................................. 25,037 20,854 Revolving Credit Facility ...................... 32,235 42,414 --------- --------- 57,272 63,268 --------- --------- Total Liabilities ............................ 587,780 573,721 --------- --------- STOCKHOLDERS' EQUITY: Convertible Preferred Stock, $25 per share redemption value, authorized 84,343 shares at March 31, 1997 and 202,206 shares at December 31, 1996, outstanding none at March 31, 1997 and 117,863 shares at December 31, 1996 ...... -- 2,947 Common Stock, $.01 par value, authorized 50,000,000 shares, outstanding 11,574,018 and 11,452,290 shares at March 31, 1997 and December 31, 1996 ......... 116 114 Capital In Excess of Par Value ................. 356,770 353,830 Retained Earnings .............................. 28,964 18,821 Unearned Compensation on Restricted Stock ........................................ (1,950) (2,022) --------- --------- Total Stockholders' Equity ................... 383,900 373,690 --------- --------- $ 971,680 $ 947,411 ========= ========= 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, --------------------- 1997 1996 -------- -------- HOUSING: Operating Revenues ............................. $310,648 $267,907 -------- -------- Operating Costs and Expenses - Cost of products sold ........................ 255,580 218,350 Selling, general and administrative .......... 29,687 26,652 Interest ..................................... 7,880 6,629 -------- -------- 293,147 251,631 -------- -------- Housing Operating Income ....................... 17,501 16,276 -------- -------- FINANCIAL SERVICES: Operating Revenues ............................. 5,385 4,855 General, Administrative and Other Expenses ..... 3,875 3,701 -------- -------- Financial Services Operating Income ............ 1,510 1,154 -------- -------- CORPORATE GENERAL AND ADMINISTRATIVE ............. 2,911 2,754 -------- -------- INCOME BEFORE INCOME TAXES ....................... 16,100 14,676 PROVISION FOR INCOME TAXES ....................... 5,957 5,357 -------- -------- NET INCOME ....................................... $ 10,143 $ 9,319 ======== ======== INCOME PER COMMON AND COMMON EQUIVALENT SHARE: Primary ...................................... $ .84 $ .77 ======== ======== Fully diluted ................................ $ .75 $ .69 ======== ======== 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, ---------------------- 1997 1996 --------- -------- Net Cash Provided (Used) by Operating Activities ....................................... $ 5,419 $(18,210) -------- -------- Net Cash Flows From Investing Activities: Purchase of property, plant and equipment, net of disposals ............................... (643) (573) Proceeds from investments in mortgages ........... 761 774 Decrease (Increase) in restricted cash ........... 209 (330) Other ............................................ 10 (262) -------- -------- Net cash provided (used) by investing activities ..................................... 337 (391) -------- -------- Net Cash Flows From Financing Activities: Proceeds from revolving credit facilities, net of repayments .............................. 2,821 (27,581) Net proceeds from sale of 7.95% senior notes .......................................... -- 73,406 Repayment of notes and mortgage notes payables ....................................... (2,500) (6,803) Redemption of convertible preferred stock ........ (98) -- -------- -------- Net cash provided by financing activities ........ 223 39,022 -------- -------- Net Increase in Cash .............................. 5,979 20,421 Cash At Beginning of Period ........................ 8,138 6,228 -------- -------- Cash At End of Period .............................. $ 14,117 $ 26,649 ======== ======== Supplemental Disclosure: Interest paid, before amount capitalized - Housing ........................................ $ 4,319 $ 1,833 Financial Services ............................. 336 416 -------- -------- $ 4,655 $ 2,249 ======== ======== Income taxes paid ................................ $ 4,557 $ 373 ======== ======== 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, 1997 -------------- (Dollars in Thousands) (Unaudited) (1) PRINCIPLES OF CONSOLIDATION AND BASIS OF PRESENTATION The accompanying consolidated condensed balance sheet as of December 31, 1996, 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 consolidated 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. The preparation of consolidated condensed financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of any contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reporting period. Management's estimates and assumptions are reflective of, among other things, prevailing market conditions, expected market conditions based on published economic forecasts, current operating strategies and the availability of capital, which are all subject to change. Changes to the aforementioned or other conditions could in turn cause changes to such estimates and assumptions and, as a result, actual results could differ from the original estimates. In the opinion of the Company, the accompanying consolidated condensed financial statements contain all adjustments (all of which were normal and recurring adjustments) necessary to present fairly the Company's financial position as of March 31, 1997 and December 31, 1996 and its results of operations and cash flows for the three month periods ended March 31, 1997 and 1996. Because of the seasonal nature of the Company's business, the results of operations for the three month periods ended March 31, 1997 and 1996 are not necessarily indicative of the results for the full year. 8 (2) INVENTORIES The components of single-family housing inventories are as follows: March 31, December 31, 1997 1996 ---------- ------------ Housing completed and under construction $270,401 $280,390 Models 79,653 74,167 Finished lots 160,992 147,893 Land under development 46,613 59,840 Land held for development or sale 146,843 147,054 -------- -------- $704,502 $709,344 ======== ======== (3) REVOLVING CREDIT FACILITIES, SENIOR AND CONVERTIBLE SUBORDINATED DEBT AND NOTES PAYABLE Housing - Revolving credit facility, senior and convertible subordinated debt and notes payable consist of the following: March 31, December 31, 1997 1996 ----------- ------------ Revolving credit facility ........... $ 13,000 $ -- -------- -------- 7.95% Senior notes due 2001 ......... 75,000 75,000 9.75% Senior notes due 2003 ......... 200,000 200,000 4.875% Convertible subordinated debentures due 2005 ............... 80,000 80,000 Notes and mortgage notes payable .... 5,386 7,887 -------- -------- 360,386 362,887 -------- -------- $373,386 $362,887 ======== ======== The Company has an unsecured revolving credit facility (the "Credit Facility") with a group of banks. The Credit Facility provides up to a maximum of $130,000, of which up to $20,000 may be used for letter of credit obligations, subject to a borrowing base limitation. The amount available for borrowing under the Credit Facility is based on housing inventories, land, finished lots and closing proceeds receivable less the outstanding senior debt borrowings (as defined), including amounts outstanding under the Credit Facility; as the amount invested in these categories changes, the amount of available borrowings will increase or 9 decrease. At March 31, 1997, $111,764 of the Credit Facility commitment was available for borrowing. Borrowings bear interest at a premium over the Eurodollar rate or the rate announced by the agent bank. The Credit Facility, as amended, expires on September 29, 1999, but may be extended annually for successive one-year periods with the consent of the banks and contains numerous real estate and financial covenants, including restrictions on incurring additional debt, creation of liens and levels of land and housing inventories maintained by the Company and a prohibition on the payment of dividends, other than stock dividends. Financial Services - Financial Services revolving credit facility consists of an agreement with a financial institution whereby the Company's mortgage banking subsidiary, U.S. Home Mortgage Corporation ("Mortgage"), may borrow up to $45,000 under a revolving line of credit (the "Mortgage Credit Facility") secured by residential mortgage loans and mortgage notes receivable. The Mortgage Credit Facility is not guaranteed by the Company, matures on August 31, 1997 and bears interest at a premium over the London Interbank Offered Rate. The Mortgage Credit Facility has been in place since 1992 and has been renewed on various terms and conditions on an annual basis and the Company expects it to be extended or replaced by a credit facility similar to its present terms and conditions. However, there can be no assurance that the Mortgage Credit Facility will be extended or replaced. (4) INTEREST A summary of housing interest for the three month periods ended March 31, 1997 and 1996 follows: 1997 1996 --------- --------- Capitalized at beginning of period $ 58,566 $ 59,898 Capitalized 8,575 7,939 Previously capitalized interest included in interest expense (7,881) (6,629) Other (21) (24) -------- -------- Capitalized at end of period $ 59,239 $ 61,184 ======== ======== Interest expense relating to financial services for the three month periods ended March 31, 1997 and 1996 was $309 and $461, respectively, and is included in "general, administrative and other expenses" in the accompanying consolidated condensed statements of operations. 10 (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 periods ended March 31, 1997 and 1996: 1997 1996 ---------- ---------- Primary 12,141,296 12,115,484 Fully diluted 14,394,817 14,369,005 The weighted average number of common and common equivalent shares outstanding for primary income per share includes the dilutive effect of the convertible redeemable preferred stock (all of which had been converted to common stock or redeemed as of March 18, 1997) and Class B warrants and the assumed exercise of stock options. Fully diluted income per share includes the assumed conversion of the convertible subordinated debentures. In February 1997, the Financial Accounting Standards Board issued Statement of Accounting Standards No. 128, Earnings Per Share ("SFAS No. 128"). For the Company, SFAS No. 128 will be effective for the year ended December 31, 1997. SFAS No. 128 simplifies the standards required under current accounting rules for computing earnings per share and replaces the presentation of primary earnings per share and fully diluted earnings per share with a presentation of basic earnings per share ("basic EPS") and diluted earnings per share ("diluted EPS"). Basic EPS excludes dilution and is determined by dividing income available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted EPS reflects the potential dilution that could occur if securities (such as the Company's convertible subordinated debentures) and other contracts to issue common stock (such as the Company's Class B warrants) were exercised or converted into common stock. Diluted EPS is computed similarly to fully diluted earnings per share under current accounting rules. The implementation of SFAS No. 128 is not expected to have a material effect on the Company's reported earnings per share as determined under current accounting rules. During April 1997, the Company's Board of Directors authorized the repurchase of up to 750,000 shares of outstanding common stock or Class B warrants, in the aggregate, from time to time in the open market and/or in private transactions as market conditions permit. The program is being initiated as a systematic and rational approach to avoid the future dilutive impact from the exercise of the outstanding Class B warrants that expire on June 21, 1998. In addition to the open market repurchase of common stock and Class B warrants, the Board of Directors authorized an odd lot repurchase program for holders of less than 100 shares of the Company's common stock. 11 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, ----------------------- 1997 1996 -------- -------- Revenues - Single-family homes .......................... $308,813 $264,725 Land and other ............................... 1,835 3,182 -------- -------- Total ...................................... $310,648 $267,907 ======== ======== Single-family homes - Gross margin amount .......................... $ 54,825 $ 48,897 Gross margin percentage ...................... 17.8% 18.5% Units delivered .............................. 1,869 1,643 Average sales price .......................... $165,200 $161,100 New orders taken ............................. 2,740 2,699 Backlog at end of period ..................... 3,909 3,787 Selling, general and administrative expenses as a percentage of housing revenues .......... 9.6% 9.9% Interest - Paid or accrued .............................. $ 8,575 $ 7,939 Percentage capitalized ....................... 100.0% 100.0% Previously capitalized interest included in interest expense ...... $ 7,881 $ 6,629 Percentage of housing revenues ............... 2.5% 2.5% Revenues and Gross Margin - - --------------------------- Revenues from sales of single-family homes for the three month period ended March 31, 1997 increased 17% compared to the three month period ended March 31, 1996. The increase resulted primarily from a 14% increase in the number of housing units delivered. The decrease in the gross margin percentage for the three month period ended March 31, 1997 from the same period in 1996 was primarily attributable to sales price incentives caused by an increased competitive housing environment. New orders taken for the three month period ended March 31, 1997 increased 2% compared to the same period in 1996. See Part II, "Item 5 - Other Information" on page 15 for a table of unit activity by market for the three month periods ended March 31, 1997 and 1996. 12 Selling, General and Administrative Expenses - - ---------------------------------------------- As a percentage of housing revenues, selling, general and administrative expenses for the three month period ended March 31, 1997 decreased when compared to the same period in 1996. Actual selling, general and administrative expenses for 1997 increased $3.0 million compared to 1996. This increase was attributable to increases in volume-related expenses ($1.2 million) resulting from the increase in deliveries in 1997 when compared to 1996 and increases in other selling, general and administrative expenses resulting from increased activities. Interest - - ---------- Interest paid or accrued for the three month period ended March 31, 1997 increased approximately 8% compared to the same period in 1996. This increase was primarily due to the sale of the Company's 7.95% senior notes in February 1996. The Company capitalizes interest cost into housing inventories and charges the previously capitalized interest to interest expense when the related inventories are delivered. The amount of interest capitalized and previously capitalized interest expensed in any one year is a function of the amount of housing assets, land sales and the number of housing units delivered, average outstanding debt levels and average interest rates. Capitalized interest amounts charged to interest expense in the three month period ended March 31, 1997 were greater than the same period in 1996 primarily due to the increase in the number of housing units delivered and higher average debt levels, offset in part by an increase in the amount of housing assets qualifying for interest capitalization. Financial Services ------------------ Revenues - - ---------- Revenues for the financial services segment for the periods indicated were as follows (dollars in thousands): Three Months Ended March 31, -------------------- 1997 1996 ------- ------- U.S. Home Mortgage Corporation and Subsidiary $ 4,387 $ 3,834 Other financial services operations 998 1,021 ------- ------- $ 5,385 $ 4,855 ======= ======= 13 Approximately 80% of the housing units delivered by the Company in the three months ended March 31, 1997 and 83% delivered by the Company in the three months ended March 31, 1996 were purchased with the buyer using mortgage financing. Of the total housing units financed, 67% were financed by U.S. Home Mortgage Corporation ("Mortgage") for the three months ended March 31, 1997 compared to 61% for the three months ended March 31, 1996. The increase in Mortgage's revenues for the three month period ended March 31, 1997 when compared to the three month period ended March 31, 1996 was primarily due to the increase in mortgage loan originations and income from the sale of mortgage loans and servicing rights. Other ----- Corporate General and Administrative - - -------------------------------------- Corporate general and administrative includes the operations of the Company's corporate office. As a percentage of total revenues, such expenses were .9% and 1.0% for the three month periods ended March 31, 1997 and 1996, respectively. Actual corporate general and administrative expenses for 1997 total $2.9 million, compared to $2.8 million for 1996. The increase for 1997 over 1996 was primarily due to increased payroll costs. Financial Condition and Liquidity - --------------------------------- Housing ------- The Company's most significant needs for capital resources are land and finished lot purchases, land development and housing construction. The Company's ability to generate cash adequate to meet these needs is principally achieved from the sale of homes and the margins thereon, the utilization of Company-owned lots and borrowings under its financing facilities, including the Credit Facility (see below). Access to quality land and lot locations is an integral part of the Company's success. Typically, in order to secure the rights to quality locations and provide sufficient lead time for development, the Company must acquire land rights well in advance of when orders for housing units are expected to occur. The Company attempts to minimize its exposure to the cyclical nature of the housing market and its use of working capital by employing rolling lot options, primarily in its affordable and move-up home communities, which enable the Company to initially pay a small portion of the total lot cost and then purchase the lots on a scheduled basis. The increase in land inventories in 1997 from 1996 was primarily the result of increased activities, including the increased activities in the Company's retirement and active-adult communities. 14 The Company has financed, and expects to continue to finance, its working capital needs from operations and borrowings, including those made under the Company's unsecured revolving credit facility ("Credit Facility"). The Credit Facility (and previous credit facilities) have enabled the Company to meet peak operating needs. See Note 3 of Notes to Consolidated Condensed Financial Statements. The net cash provided or used by the operating, investing and financing activities of the housing operations for the three month periods ended March 31, 1997 and 1996 is summarized below (dollars in thousands): 1997 1996 -------- -------- Net cash provided (used) by: Operating activities $ (7,421) $(15,448) Investing activities (625) (862) Financing activities 10,402 42,603 -------- -------- Net increase in cash $ 2,356 $ 26,293 ======== ======== Housing operating activities are, at any time, affected by a number of factors, including the number of housing units under construction and housing units delivered. Cash flows from housing operating activities for 1997 used less cash than 1996 primarily due to increased profitability and a decrease in land asset activities offset in part by an increase in construction activities and housing proceeds receivable. Cash flow from housing financing activities for 1997 provided cash primarily from net borrowings under the Credit Facility while 1996 provided cash reflecting the sale of the Company's 7.95% senior notes, offset primarily by the repayment of the outstanding amount under the Credit Facility. The Company believes that cash flow from operations and amounts available under the Credit Facility will be sufficient to meet its working capital obligations and other needs. However, should the Company require capital in excess of that which is currently available, there can be no assurance that it will be available. Financial Services ------------------ Mortgage's activities represent a substantial portion 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. 15 Financial services operating activities are affected primarily by Mortgage's loan originations which result in the sale of mortgage loans and related servicing rights to third party investors. Cash flows from financial services operating activities are also affected by the timing of the sales of loans and servicing rights which generally are sold to investors within 30 days after homes are delivered. In this regard, cash flows from financial services operating activities for 1997 used less cash compared to 1996 primarily due to a decrease in residential mortgage loan receivables. The Company finances its financial services operations primarily from internally generated funds, such as from the origination and sale of residential mortgage loans and related servicing rights, and short-term debt. As more fully discussed in Note 3 of Notes to Consolidated Condensed Financial Statements, the short-term debt consists of a $45 million secured revolving line of credit (the "Mortgage Credit Facility") which matures on August 31, 1997. While the Mortgage Credit Facility contains numerous convenants, including a debt to tangible net worth ratio and a minimum tangible net worth requirement, these convenants are not anticipated to significantly limit Mortgage's operations. The Company has no obligation to provide funding to its financial services operations, nor does it guarantee any of its financial services subsidiaries' debt. The Company believes that the internally generated funds and the Mortgage Credit Facility will be sufficient to provide for Mortgage's working capital needs. 16 Part II. OTHER INFORMATION ----------------- Item 5. Other Information ----------------- Additional Operating Data - The following table provides information (expressed in number of housing units) with respect to new orders taken, deliveries to purchasers of single-family homes and backlog by state for the three month periods ended March 31, 1997 and 1996: States New Orders Deliveries Backlog ------ ------------- ------------- ------------- 1997 1996 1997 1996 1997 1996 ---- ---- ---- ---- ---- ---- Arizona ............ 251 270 207 273 313 382 California ......... 197 160 114 112 232 159 Colorado ........... 538 610 344 262 835 810 Florida ............ 951 847 621 569 1,363 1,264 Indiana/Ohio ....... 44 77 45 32 83 107 Maryland/Virginia .. 116 108 75 73 141 148 Minnesota .......... 103 103 47 64 163 158 Nevada ............. 108 135 95 78 147 176 New Jersey ......... 131 171 118 60 192 294 Texas .............. 301 218 203 120 440 289 ----- ----- ----- ----- ----- ----- 2,740 2,699 1,869 1,643 3,909 3,787 ===== ===== ===== ===== ===== ===== Cautionary Disclosure Regarding Forward-Looking Statements - Certain statements in the Company's press releases, oral communications and filings with the Securities and Exchange Commission that are not historical facts are, or may be considered to be, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such matters involve risks and uncertainties, including general economic conditions, fluctuations in interest rates, the impact of competitive products and prices, the supply of raw materials and prices, levels of consumer confidence and other risks referred to under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations, Other -- Cautionary Disclosure Regarding Forward-Looking Statements" in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1996. Convertible Redeemable Preferred Stock - On March 18, 1997, the Company redeemed all of the remaining outstanding shares of its convertible preferred stock for $25 per share. 17 Item 6. Exhibits and Reports on Form 8-K -------------------------------- (a) Exhibits Exhibit 11 - Computation of Income Per Common Share Exhibit 27 - Financial Data Schedule (b) Reports on Form 8-K No Current Report on Form 8-K was filed by the Company during January, February or March 1997. 18 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 6, 1997 /s/ Isaac Heimbinder -------------------- Isaac Heimbinder President, Co-Chief Executive Officer and Chief Operating Officer Date: May 6, 1997 /s/ Chester P. Sadowski ----------------------- Chester P. Sadowski Vice President, Controller and Chief Accounting Officer 19 INDEX OF EXHIBITS Sequential Exhibit Numbered Number Page 11 Computation of Income Per Common Share 20 27 Financial Data Schedule 22 EX-11 2 EXHIBIT 11 COMPUT. OF INCOME PER COMMON SHARE 20 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, 1997 1996 Income Per Common And Common Equivalent Share - Net income ............................. $ 10,143 $ 9,319 ========== ========== Weighted average common shares outstanding .......................... 11,577,320 11,569,078 Effect of assumed exercise of dilutive stock options and warrants .. 563,976 546,406 ---------- ---------- Total common and common equivalent shares ............................... 12,141,296 12,115,484 ========== ========== Income per common and common equivalent share ..................... $ .84 $ .77 ========== ========== 21 Income Per Common Share, Assuming Full Dilution - Net income ............................. $ 10,143 $ 9,319 Add interest applicable to 4.875% convertible subordinated debentures, net of income tax effect . 655 613 ---------- ---------- Income per common share, assuming full dilution ............... $ 10,798 $ 9,932 ========== ========== Total common and common equivalent shares ................................ 12,141,296 12,115,484 Assumed conversion of 4.875% convertible subordinated debentures at $35.50 per share at date of issuance ............................. 2,253,521 2,253,521 ---------- ---------- Total common shares, assuming full dilution ............................. 14,394,817 14,369,005 ========== ========== Income per common share, assuming full dilution ............... $ .75 $ .69 ========== ========== Note: See Note 5 of Notes to Consolidated Condensed Financial Statements. EX-27 3 EXHIBIT 27 - FINANCIAL DATA END. 3-31-97
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS AS OF MARCH 31, 1997 AND FOR THE THREE MONTHS THEN ENDED AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1000 3-MOS DEC-31-1997 MAR-31-1997 19,019 0 104,436 0 704,502 0 0 0 971,680 0 360,386 0 0 116 383,784 971,680 0 316,033 255,580 291,744 0 0 8,189 16,100 5,957 10,143 0 0 0 10,143 .84 .75
-----END PRIVACY-ENHANCED MESSAGE-----