Document/Exhibit Description Pages Size
1: 10-K Annual Report 17± 87K
5: EX-10.10 Promissory Note 7± 27K
2: EX-10.1B Third Amendment to Lease 6± 23K
3: EX-10.5C Second Modification Agreement 4± 17K
4: EX-10.9 Mortgage Warehousing Credit & Security Agreement 37± 148K
6: EX-11 Computation of Earnings Per Share 1 6K
7: EX-13 Inside Cover + Pages 9-23 of Annual Report 23± 110K
8: EX-21 List of Subsidiaries 1 6K
9: EX-23 Consent of Independent Public Accountants 1 5K
Company | ________________________________________________________
Description |
| Financial Highlights
Continental | ________________________________________________________
Homes Holding |
Corp. (the | (In thousands, except per share and unit backlog data)
"Company") |
designs, | 1994 1993 1992 1991 1990
constructs and | ---- ---- ---- ---- ----
sells single- |
family homes | Revenues.. $348,620 $207,033 $170,424 $138,615 $134,497
for the entry- | Gross
level and move- | profit
up buyer in | from
Phoenix, | home
Arizona, Austin | sales.... 62,153 38,052 29,674 24,148 20,970
and San | Net
Antonio, Texas, | Income... 13,083 7,100 6,591 116 3,551
Denver, | Primary
Colorado and | earnings
Southern | per
California. | share.... .20 .20 .20 .20 --
The Company | Total
entered the | assets... 305,490 187,525 162,774 142,712 147,144
Austin, Texas | Total
market in July | debt..... 168,319 114,787 101,741 104,381 106,907
1993 through | Stock-
the acquisition | holers'
of Milburn, the | equity... 98,560 51,550 44,428 28,562 29,166
leading builder | Stock-
of single- | holders-
family homes in | equity per
the Austin | common
metropolitan | share.... $ 14.15 $ 9.93 $ 8.71 $ 8.13 $ 8.30
area (the | Units in
"Milburn | backlog
Acquisition"). | at end of
In January | period... 1,136 900 669 486 414
1994, the | Aggregate
Company | sales
acquired the | value of
operations of | backlog.. $147,242 $107,499 $ 76,215 $ 53,180 $42,808
Aspen Homes, a |
single-family | ________________________________________________________
homebuilder in |
San Antonio. | Price Range of Common Shares
The Phoenix | ________________________________________________________
area is the |
Company's | Since December 15, 1993 the Company's Common Stock
primary market | has traded on the NYSE (Symbol: CON). Prior to that
and accounted | date the Company's Common Stock was traded on the AMEX.
for | The following table sets forth the high and low closing
approximately | sales prices of the Company's common stock for the
58% and 86% of | periods indicated:
its revenues |
from home- | First Second
building | Quarter Quarter
operations in | ------------- -------------
fiscal year | 1994 $13.38-$22.50 $20.63-$23.75
1993, | 1993 $10.00-$13.50 $10.25-$15.00
respectively. |
The Company has | Third Fourth
built and | Quarter Quarter
delivered more | ------------- -------------
single-family | 1994 $18.50-$23.88 $13.88-$21.38
homes in the | 1993 $13.00-$18.00 $12.50-$16.75
Phoenix area |
than any other | Since the first fiscal quarter of 1991, the Company has
homebuilder for | paid a quarterly cash dividend of $.05 per share, See
each of the | Note F to the consolidated financial statements for
last nine | restrictions related to the payment of dividends.
years. The |
Company also |
offers mortgage |
banking |
services in |
Arizona to its |
homebuyers and |
in Texas to its |
homebuyers and |
to third |
parties. |
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL
CONDITION
------------------------------------------------------------------------------
RESULTS OF OPERATIONS
Homebuilding
The Phoenix area accounted for approximately 58%, 86% and 87% of the
Company's revenues from home sales in fiscal 1994, 1993 and 1992,
respectively. The following table sets forth, for the periods indicated, unit
activity, average sales price and revenue from home sales for the Company:
Years ended May 31,
----------------------------------------
1994 1993 1992
------------ ------------ ------------
Units delivered...................... 2,831 1,769 1,470
Average sales price.................. $120,110 $113,065 $112,119
Revenue from home sales (000's)...... $340,031 $200,012 $164,815
Percentage increase from prior year.. 70.0% 21.4%
Change due to volume................. 60.0% 20.4%
Change due to average sales price.... 10.0% 1.0%
The increase in volume in fiscal 1994 was attributable to the Texas
operations, improved housing markets in the Phoenix and Denver areas and
increased deliveries in California as a result of the Company's aggressive
marketing in that location. The increase in volume in fiscal 1993 was
attributable primarily to the improved housing markets in the Phoenix and
Denver areas. Single family housing starts increased by more than 23% and 34%
in calendar 1993 and 1992, respectively, compared to 1992 and 1991 in the
Phoenix area and by more than 20% and 50% in the same time periods in the
Denver area. The increase in average sales price in fiscal 1994 was primarily
due to the increased number of deliveries in California, most of which were in
the move-up market. The fiscal 1994 results include an aggregate of 810
deliveries from the Texas operations with an average sales price of $107,100
per home, resulting in incremental revenue of $86,776,000.
Revenues from land sales were $1,095,000 in fiscal 1994, $4,113,000 in
fiscal 1993 and $3,114,000 in fiscal 1992. Land sales revenue in fiscal 1993
was primarily the result of the sale of an undeveloped 11.5 acre commercial
site in Phoenix. Substantially all of the fiscal 1992 land sales were
effected as part of the series of transactions in which the Company sold
developed lots to unrelated third parties and retained an option to buy the
lots back at fixed prices within specified periods of time.
[Enlarge/Download Table]
The following table summarizes information related to the Company's backlog at the dates
indicated:
May 31,
------------------------------------------------------------------------
1994 1993 1992
----------------------- ----------------------- ----------------------
Units Dollars Units Dollars Units Dollars
--------- ------------ --------- ------------ --------- -----------
(Dollars in thousands)
Phoenix............... 659 $ 84,818 786 $ 86,436 599 $ 62,527
Texas................. 348 38,403 -- -- -- --
Denver................ 100 18,178 79 11,753 47 8,910
California............ 29 5,843 35 9,310 23 4,778
--------- ------------ -------- ------------ -------- -----------
1,136 $ 147,242 900 $ 107,499 669 $ 76,215
========= ============ ======== ============ ======== ===========
The increases in backlog in fiscal 1994 and 1993 in Denver and fiscal 1993
in Phoenix were due to the improved housing markets in both locations, which
the Company believes resulted primarily from improved economic conditions in
these markets and lower mortgage interest rates. Significant volume increases
in earlier quarters resulted in the Company selling out of several
subdivisions in Phoenix faster than anticipated. This resulted in fewer homes
available for sale in Phoenix in the third and fourth fiscal quarters of
fiscal 1994 compared to the same periods in fiscal 1993. As a result of this
inventory shortage, the number of units in the backlog in Phoenix at May 31,
1994 was 16% less than the prior year. New subdivisions opened in late May and
early June increased the number of active subdivisions in Phoenix to a level
consistent with prior years. The aggregate sales value of new contracts signed
increased 54% in fiscal 1994 as a result of the Texas operations to
$351,536,000 representing 2,844 homes (including $101,094,000 in Texas
representing 935 homes) as compared with $228,338,000 representing 2,000 homes
in fiscal 1993.
[Enlarge/Download Table]
The following table summarizes information related to cost of home sales and selling, general and administrative
("SG&A") expenses and interest, net for homebuilding:
Years ended May 31,
----------------------------------------------------------------------------
1994 1993 1992
------------------------ ------------------------ ------------------------
Dollars % Dollars % Dollars %
------------ ---------- ------------ ---------- ------------ ----------
(Dollars in thousands)
Revenue from home sales..................... $ 340,031 100.0% $ 200,012 100.0% $ 164,815 100.0%
Cost of home sales.......................... 277,878 81.7 161,960 81.0 135,141 82.0
------------ ---------- ------------ ---------- ------------ ----------
Gross profit................................ 62,153 18.3 38,052 19.0 29,674 18.0
SG&A expenses............................... 37,065 10.9 20,836 10.4 18,648 11.3
------------ ---------- ------------ ---------- ------------ ----------
Operating income from homebuilding.......... 25,088 7.4 17,216 8.6 11,026 6.7
Interest, net............................... 4,456 1.3 5,498 2.7 1,341 .8
------------ ---------- ------------ ---------- ------------ ----------
Pre-tax profit from home-building........... $ 20,632 6.1% $ 11,718 5.9% $ 9,685 5.9%
============ ========== ============ ========== ============ ==========
Gross profit from home sales was 18.3% (20.5%, excluding California
operations) in fiscal 1994 compared to 19.0% (20.7% excluding California
operations) in fiscal 1993. The Southern California market has been weak due
to difficult economic conditions, concerns about home values and low consumer
confidence. Accordingly, the Company has aggressively marketed its California
homes by offering sales incentives and discounts. During fiscal 1995 the
Company anticipates bringing to the market three new neighborhoods. These new
neighborhoods will generate a significant improvement in the Southern
California gross profit margins. The California market, however, will continue
to have a negative impact on the Company's earnings since current volume is
not sufficient to offset general and administrative expenses and interest
which is expensed and not capitalized.
The increase in total SG&A expenses for fiscal 1994 was due to higher
variable marketing costs (primarily sales commissions and model furniture
amortization) due to the increase in the number of homes delivered, higher
salaries and higher customer service costs. In addition, the current fiscal
year included $11,125,000 of SG&A expenses from Texas and $669,000 related to
the amortization of the excess of cost over related net assets acquired. The
increase in total SG&A expenses in fiscal 1993 was primarily due to higher
variable marketing costs (primarily sales commissions) due to the increase in
the number of homes delivered, higher salaries, higher customer service costs
and higher employee benefits (including the adoption of the executive split
dollar life insurance program). Additionally, SG&A increased in fiscal 1993
due to expenses related to the California office which was opened in the
second quarter of fiscal 1992. SG&A expenses for each home delivered were
$13,092, $11,778 and $12,685 in fiscal 1994, 1993 and 1992, respectively. The
Company capitalizes certain SG&A expenses for homebuilding. Accordingly, total
SG&A expenses incurred for homebuilding were $42,040,000, $24,005,000 and
$21,341,000 in fiscal 1994, 1993 and 1992, respectively.
The Company capitalizes certain interest costs for its homebuilding
operations and includes such capitalized interest in cost of home sales when
the related units are delivered. Accordingly, total interest incurred by the
Company was $13,378,000, $11,896,000 and $9,366,000 in fiscal 1994, 1993 and
1992, respectively. Interest, net for homebuilding was $4,456,000, $5,498,000
and $1,341,000 in fiscal 1994, 1993 and 1992, respectively. The increase in
interest expense in fiscal 1993 was primarily the result of the Company
expensing interest related to its Carlsbad, California project and an increase
in debt outstanding due to the issuance of the 12% Senior Notes in August
1992. The Company capitalized $1,816,000 of interest relating to the Carlsbad,
California project in fiscal 1992. The Company discontinued capitalizing
interest on this project in the fourth quarter of fiscal 1992 and will
continue to expense such interest until development commences on this project.
The Company's pre-tax profit from homebuilding for fiscal 1994 was
$20,632,000 compared to $11,718,000 for the year ended May 31, 1993 and
$9,685,000 for the year ended May 31, 1992. The increase in pre-tax profit was
primarily due to greater deliveries in Phoenix and, in fiscal 1994, inclusion
of the Texas results (which contributed $4,406,000 of pre-tax profit).
The Company owns 417 acres in Carlsbad, California, located in San Diego
County. When developed, the property is expected to consist of approximately
780 single family lots. The acquisition loan on the Carlsbad property was made
by a thrift that is now under the control of the Resolution Trust Corporation
("RTC") and had a maturity date of June 19, 1992. The loan balance at maturity
would have been approximately $24,500,000. The loan was repaid in April 1992
for $16,000,000. Thereafter, the Company re-evaluated the net realizable value
of the Carlsbad property and determined that an inventory writedown before
taxes of $7,500,000 should be recorded against the property. This writedown
was recorded in the fourth quarter of fiscal 1992.
Mortgage Banking
The Company's mortgage banking operations are conducted through its
wholly-owned subsidiaries American Western Mortgage Company ("AWMC") in
Arizona and Miltex Management, Inc. ("MMI") in Texas. The following table
summarizes operating information for the Company's mortgage banking
operations:
YEARS ENDED MAY 31,
------------------------------------
1994 1993 1992
----------- ---------- -----------
(DOLLARS IN THOUSANDS)
Number of loans originaged.............. 2,451 983 955
Loan origination fees................... $ 2,186 $ 861 $ 801
Sale of servicing and marketing gains... 3,046 1,233 895
Other revenue........................... 459 332 209
----------- ---------- -----------
Total revenues........................ 5,691 2,426 1,905
General and administrative expenses..... 3,930 1,544 1,713
----------- ---------- -----------
Operating income from mortgage banking.. 1,761 882 192
Interest, net........................... (233) 14 (178)
----------- ---------- -----------
Pre-tax profit from
mortgage banking..................... $ 1,994 $ 868 $ 370
=========== ========== ===========
Revenues and general and administrative expense from mortgage banking
operations increased in fiscal 1994 primarily due to the Texas operations.
Included in fiscal 1994 results are 1,438 loan originations and $3,259,000 and
$917,000 of revenues and operating income, respectively, from MMI. Revenues
from mortgage banking operations increased in fiscal 1993 due to an increase
in revenue from loan servicing and the sale of approximately $15,065,000 in
servicing rights from the servicing portfolio which resulted in a gain of
approximately $200,000. The Company retains a portion of the loan servicing
and, at May 31, 1994, the servicing portfolio was approximately $61,864,000
compared to $52,986,000 at May 31, 1993. In 1990, after the failure of a
number of local thrifts and the resulting reduction of available permanent
financing in the Phoenix area, the Company began offering mortgage-related
services to customers other than its homebuyers. The decrease in general and
administrative expenses in fiscal 1993 is a result of such originations and
the related personnel being eliminated in the fourth quarter of fiscal 1992.
Consolidated Operations
Net income was $13,083,000 ($2.11 per share, $1.88 fully diluted) in
fiscal 1994 compared to $7,100,000 ($1.38 per share, $1.30 fully diluted) and
$6,591,000 ($1.39 per share, $1.34 fully diluted) in fiscal 1993 and 1992,
respectively. During fiscal 1992, the Company retired a subordinated note and
the note payable related to the Carlsbad property, both of which were payable
to the RTC, at an amount less than par. These payoffs resulted in a gain of
$5,299,000 net of income taxes. The gain has been reflected as an
extraordinary item in the Company's 1992 Consolidated Statement of Income.
LIQUIDITY AND CAPITAL RESOURCES
The Company's financing needs depend primarily upon sales volume, asset
turnover, land acquisition and inventory balances. The Company has financed,
and expects to continue to finance, its working capital needs through funds
generated by operations and borrowings. Funds for future land acquisitions
and construction costs are expected to be provided primarily by cash flows
from operations and future borrowings as permitted under the 12% Senior Note
Indenture. At May 31, 1994, the Company had unsecured lines of credit from two
lenders for aggregate borrowings (excluding mortgage warehouse lines) of up to
$15,000,000. In connection with the Milburn Acquisition, the Company assumed a
$25,000,000 secured revolving line of credit. At May 31, 1994 there were no
amounts outstanding under its credit lines. The Company's revolving lines of
credit bear interest at rates ranging from prime plus 1/2% to prime plus 1%.
The Company believes that amounts generated from operations and such
additional borrowings will provide funds adequate to finance its homebuilding
activities and meet its debt service requirements. The Company does not have
any current commitments for capital expenditures.
AWMC has a warehouse line of credit for $15,000,000 which is guaranteed by
the Company. In addition, MMI has a warehouse line of credit for $10,000,000.
Pursuant to the warehouse lines of credit, the Company issues drafts to fund
its mortgage loans. The amount represented by a draft is drawn on the
warehouse line of credit when the draft is presented for payment. At May 31,
1994, no amounts were outstanding under the warehouse lines of credit and the
amount of funding drafts outstanding was $3,439,000. The Company believes
that such line is sufficient for its mortgage banking operations.
On July 29, 1993 the Company acquired all of the outstanding capital stock
of Milburn for approximately $26.2 million ($20 million in cash and $6.2
million of Series A Preferred Stock). On January 28, 1994, the Company
acquired the operations of Aspen Homes for total cash consideration of
$6,982,000.
In November 1993, the Company completed a public offering of 1,704,400
shares of common stock at $21.50 per share. The net proceeds of the offering
(approximately $34,228,000) were used to redeem the Series A Preferred Stock
and to reduce temporarily all amounts outstanding under the Company's
revolving lines of credit and mortgage banking warehouse lines of credit.
On March 22, 1994, the Company obtained the consent of the holders of the
majority of the outstanding 12% Senior Notes to certain amendments to the
Indenture, including to permit the sale of an additional $35,000,000 of Senior
Notes. In connection therewith, the Company paid $1,102,020 to the holders of
the outstanding Notes. On March 31, 1994, the Company completed the sale of
the additional Senior Notes at 107% of par.
Inflation and Effects of Changing Prices
Real estate and residential housing prices are affected by inflation,
which can cause increases in the prices of land, raw materials and
subcontracted labor. In the past three years, the Company has not experienced
any significant inflationary pressure on land, raw materials or labor. Unless
costs are recovered through higher sales prices, gross profit margins will
decrease. As interest rates increase, construction and financing costs as
well as the cost of borrowing funds also increase, which can result in lower
gross profits. Relatively low interest rates during fiscal 1994 have made the
Company's homes more affordable in each of its markets. High mortgage
interest rates make it more difficult for the Company's customers to qualify
for home mortgage loans. These factors have a much more significant effect on
the Company's operations than does seasonality, in part because homes can be
constructed year-round.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
------------------------------------------------------------------------------
ARTHUR ANDERSEN & CO.
PHOENIX, ARIZONA
To Continental Homes Holding Corp.:
We have audited the accompanying consolidated balance sheets of
CONTINENTAL HOMES HOLDING CORP. (a Delaware corporation) and subsidiaries as
of May 31, 1994 and 1993, and the related consolidated statements of income,
stockholders' equity and cash flows for each of the three years in the period
ended May 31, 1994. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Continental Homes Holding
Corp. and subsidiaries as of May 31, 1994 and 1993, and the results of their
operations and their cash flows for each of the three years in the period
ended May 31, 1994, in conformity with generally accepted accounting
principles.
ARTHUR ANDERSEN & CO.
Phoenix, Arizona,
June 17, 1994.
CONSOLIDATED BALANCE SHEETS
------------------------------------------------------------------------------
May 31,
1994 1993
------------- -------------
(In thousands)
ASSETS
Homebuilding:
Cash (Note F)............................... $ 28,809 $ 11,552
Receivables (Note B)........................ 9,928 8,648
Homes, lots and improvements in
production (Notes A, C and F)............. 205,369 142,589
Property and equipment, net (Note A)........ 1,914 667
Prepaid expenses and other assets........... 13,621 7,107
Excess of cost over related net assets
acquired (Note A)......................... 6,743 2,235
------------- -------------
266,384 172,798
------------- -------------
Mortgage banking:
Mortgage loans held for sale
(Notes A and E)........................... 17,570 8,825
Mortgage loans held for long-term
investment, net (Note E).................. 20,132 5,003
Other assets................................ 1,404 899
------------- -------------
39,106 14,727
------------- -------------
Total assets............................ $ 305,490 $ 187,525
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Homebuilding:
Accounts payable and other liabilities...... $ 35,179 $ 21,059
Notes payable, senior and convertible
subordinated debt (Note F)................ 144,048 106,183
Deferred income taxes (Notes A and G)....... 2,232 (89)
------------- -------------
181,459 127,153
------------- -------------
Mortgage banking:
Notes payable (Note F)...................... 3,439 3,500
Bonds payable (Notes E and F)............... 20,832 5,104
Other....................................... 1,200 218
------------- -------------
25,471 8,822
------------- -------------
Total liabilities....................... 206,930 135,975
------------- -------------
Commitments and contingencies (Notes F, I and J)
Stockholders' equity (Notes F and H):
Preferred stock, $.01 par value:
Authorized -- 2,000,000 shares --
Issued -- none.......................... -- --
Common stock, $.01 par value:
Authorized -- 20,000,000 shares --
Issued -- 7,080,900 and
5,376,500 shares........................ 71 54
Treasury stock, at cost -- 118,130 and
187,055 shares.......................... (83) (631)
Capital in excess of par value............ 59,610 25,033
Retained earnings......................... 38,962 27,094
------------- -------------
Total stockholders' equity.............. 98,560 51,550
------------- -------------
Total liabilities and
stockholders' equity.................. $ 305,490 $ 187,525
============= =============
The accompanying notes to consolidated financial statements
are an integral part of these consolidated balance sheets.
[Enlarge/Download Table]
Continental Homes Holding Corp.
CONSOLIDATED STATEMENTS OF INCOME
------------------------------------------------------------------------------
Years ended May 31,
1994 1993 1992
-------------- -------------- --------------
(In thousands, except per share data)
REVENUES
Home sales........................................... $ 340,031 $ 200,012 $ 164,815
Land sales........................................... 1,095 4,113 3,114
Mortgage banking and title operations................ 6,967 2,426 1,905
Other income, net.................................... 527 482 590
-------------- -------------- --------------
Total revenues................................. 348,620 207,033 170,424
-------------- -------------- --------------
COSTS AND EXPENSES
Homebuilding:
Cost of home sales................................. 277,878 161,960 135,141
Cost of land sales................................. 1,499 4,766 3,156
Selling, general and administrative expenses....... 37,065 20,836 18,648
Interest, net (Notes A and C)...................... 4,456 5,498 1,341
Inventory writedown (Note C)....................... -- -- 7,500
Mortgage banking and title operations:
Selling, general and administrative expenses....... 4,818 1,544 1,713
Interest, net (Note A)............................. (233) 14 (178)
-------------- -------------- --------------
Total costs and expenses....................... 325,483 194,618 167,321
-------------- -------------- --------------
Equity in loss of unconsolidated joint ventures
(Notes A and D).................................... -- (332) (948)
-------------- -------------- --------------
Income before income taxes and extraordinary credit.. 23,137 12,083 2,155
Income taxes (Note G)................................ 10,054 4,983 863
-------------- -------------- --------------
Income from operations............................... 13,083 7,100 1,292
Extraordinary credit: Gain on extinguishment of debt;
net of income taxes of $3,532 in 1992.............. -- -- 5,299
-------------- -------------- --------------
Net income..................................... $ 13,083 $ 7,100 $ 6,591
============== ============== ==============
Earnings per common share (Note A):
Income from operations............................. $ 2.11 $ 1.38 $ .27
Net income......................................... $ 2.11 $ 1.38 $ 1.39
============== ============== ==============
Earnings per common share assuming full dilution
(Note A):
Income from operations............................. $ 1.88 $ 1.30 $ .27
Net income......................................... $ 1.88 $ 1.30 $ 1.34
============== ============== ==============
Cash dividends per share............................. $ .20 $ .20 $ .20
============== ============== ==============
Weighted average number of shares outstanding........ 6,202,964 5,143,713 4,746,875
============== ============== ==============
The accompanying notes to consolidated financial statements
are an integral part of these consolidated statements.
[Enlarge/Download Table]
Continental Homes Holding Corp.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
----------------------------------------------------------------------------------------------------
For the Years Ended May 31, 1994, 1993 and 1992
(Dollars in thousands)
CAPITAL IN
COMMON STOCK EXCESS
------------------------- TREASURY OF PAR RETAINED
SHARES AMOUNT STOCK VALUE EARNINGS TOTAL
------------- ---------- ------------ ---------- ------------ ------------
Balance May 31, 1991........... 3,880,000 $ 39 $ (1,612) $ 14,772 $ 15,363 $ 28,562
Net income..................... -- -- -- -- 6,591 6,591
Sale of common stock........... 1,496,500 15 -- 9,761 -- 9,776
Cash dividends................. -- -- -- -- (934) (934)
Exercise of employee stock
options...................... -- -- 433 -- -- 433
------------- --------- ------------ ------------ ------------ ------------
Balance May 31, 1992........... 5,376,500 54 (1,179) 24,533 21,020 44,428
Net income..................... -- -- -- -- 7,100 7,100
Cash dividends................. -- -- -- -- (1,026) (1,026)
Exercise of employee stock
options...................... -- -- 548 500 -- 1,048
------------- --------- ------------ ------------ ------------ ------------
Balance May 31, 1993........... 5,376,500 54 (631) 25,033 27,094 51,550
Net Income..................... -- -- -- -- 13,083 13,083
Sale of common stock........... 1,704,400 17 -- 34,211 -- 34,228
Cash dividends................. -- -- -- -- (1,215) (1,215)
Exercise of employee stock
options...................... -- -- 548 366 -- 914
------------- --------- ------------ ------------ ------------ ------------
Balance May 31, 1994........... 7,080,900 $71 $ (83) $59,610 $38,962 $98,560
============= ========= ============ ============ ============ ============
The accompanying notes to consolidated financial statements
are an integral part of these consolidated statements.
[Enlarge/Download Table]
Continental Homes Holding Corp.
CONSOLIDATED STATEMENTS OF CASH FLOWS
-----------------------------------------------------------------------------------------------------
Years ended May 31,
1994 1993 1992
------------- ------------- -------------
Cash flows from operating activities:
Net income............................................ $ 13,083 $ 7,100 $ 6,591
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization..................... 2,410 1,619 797
Increase (decrease) in deferred income taxes...... (580) 497 1,322
Inventory writedown............................... -- -- 7,500
Extraordinary credit: Gain on extinguishment of
debt............................................ -- -- (8,831)
Tax benefit of employee stock options exercised... 366 500 --
Decrease (increase) in assets:
Homes, lots and improvements in production...... (28,573) (13,736) (2,327)
Receivables..................................... 16,748 5,755 1,764
Prepaid expenses and other assets............... (2,144) 72 (1,274)
Increase in liabilities:
Accounts payable and other liabilities.......... 5,415 3,912 4,621
------------- ------------- -------------
Net cash provided by operating activities............. 6,725 5,719 10,163
------------- ------------- -------------
Cash flows from investing activities:
Net additions to property and equipment............... (513) (170) (475)
Cash advanced to unconsolidated joint ventures........ -- (1,225) (4,782)
Cash received from unconsolidated joint ventures...... -- -- 1,325
Cash paid for Milburn Investments, Inc. and
Subsidiaries, net of cash acquired.................. (7,042) -- --
Cash paid for Aspen Homes............................. (6,982) -- --
------------- ------------- -------------
Net cash used by investing activities................. (14,537) (1,395) (3,932)
------------- ------------- -------------
Cash flows from financing activities:
Decrease in notes payable to financial institutions... (29,602) (48,087) (28,061)
Retirement of 123/4% Senior Notes..................... -- (16,817) --
Retirement of bonds payable........................... (10,140) (4,058) (2,502)
Sale of common stock.................................. 34,228 -- 9,776
Redemption of Series A Preferred Stock................ (6,200) -- --
Issuance of Convertible Subordinated Notes............ -- -- 29,895
Issuance of 12% Senior Notes.......................... 37,450 71,598 --
Stock options exercised............................... 548 548 433
Dividends paid........................................ (1,215) (1,026) (934)
Payment on subordinated note.......................... -- -- (12,419)
------------- ------------- -------------
Net cash provided (used) by financing activities...... 25,069 2,158 (3,812)
------------- ------------- -------------
Net increase in cash.................................... 17,257 6,482 2,419
Cash at beginning of year............................... 11,552 5,070 2,651
------------- ------------- -------------
Cash at end of year..................................... $ 28,809 $ 11,552 $ 5,070
============= ============= =============
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest, net of amounts capitalized.............. $ 7,431 $ 7,205 $ 3,774
Income taxes...................................... $ 13,080 $ 4,635 $ 3,850
Supplemental schedule of non-cash investing and financing activities:
On July 29, 1993, the Company acquired Milburn Investments, Inc. and Subsidiaries. Non-cash
consideration paid included the issuance of $6.2 million of Series A preferred stock. As a result
of the acquisition, the Company recorded additional assets of $92,660,000 (primarily homes, lots and
improvements in production and mortgage related assets) and liabilities of $66,590,000 (primarily
notes payable to financial institutions and mortgage related debt). See Note K.
The accompanying notes to consolidated financial statements
are an integral part of these consolidated statements.
Continental Homes Holding Corp.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------------------------------------------
A. ACCOUNTING POLICIES
The following accounting policies, together with those disclosed
elsewhere in the consolidated financial statements, represent the significant
accounting policies followed by Continental Homes Holding Corp. (the
"Company") and its subsidiaries.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company
and all wholly-owned subsidiaries after elimination of all significant
intercompany balances and transactions. The Company's investments in joint
ventures in which it had a 50% or less equity interest were accounted for
under the equity method of accounting. See Note D.
Income Taxes
The Company adopted the accounting for income taxes prescribed by
Statement of Financial Accounting Standards No. 109 "Accounting for Income
Taxes" ("FAS 109") during the year ended May 31, 1992. The adoption of FAS
109 was not material to the financial statements. Among other things, FAS 109
requires the adoption of the liability method and further requires that
current and deferred tax balances be determined based on tax rates and laws
enacted as of the balance sheet date rather than the historical tax rates. See
Note G.
Homes, Lots and Improvements in Production
Homes, lots and improvements in production are stated at the lower of
accumulated cost or market. Interest costs incurred during construction or
development activities related to homes, lots and improvements in production
and certain indirect project costs (employee related costs) are
capitalized and subsequently charged to cost of home sales as the units
associated with such costs are sold. See Note C.
The components of homes, lots and improvements in production areas
follows:
May 31,
--------------------------
1994 1993
------------ ------------
(In thousands)
Homes and lots in production................... $ 88,034 $ 62,685
Land and developed lots held for housing....... 83,025 48,787
Unimproved land held for development or sale... 31,353 29,080
Capitalized interest........................... 2,957 2,037
------------ ------------
$ 205,369 $ 142,589
============ ============
Property and Equipment
Property and equipment is stated at cost and consists primarily of office
furniture and equipment. Depreciation expense is provided using the
straight-line method over the estimated useful lives (three to five years).
Depreciation expense was $472,000, $334,000 and $310,000 in 1994, 1993 and
1992, respectively. The costs of maintenance and repairs are charged to
expense as incurred.
Excess of Cost over Related Net Assets Acquired
The excess of cost over related net assets acquired of $10,217,000 is
being amortized over periods ranging from three to twenty years using the
straight- line method. Amortization expense was $856,000, $187,000 and
$187,000 in 1994, 1993 and 1992, respectively.
Fair Value of Financial Instruments
The carrying amounts of cash, receivables and trade payables approximate
fair value because of the short maturity of these financial instruments. The
fair value of the Company's senior and subordinated debt is estimated based on
quoted market prices. At May 31, 1994 and 1993, the estimated fair value of
the Company's senior and subordinated debt was $143,550,000 and $111,912,500,
respectively.
Mortgage loans held for sale are stated at the lower of cost or market
which approximates the fair value. The mortgage banking notes payable bear
interest at a rate indexed to the prime rate, therefore, the carrying amounts
of the outstanding borrowings at May 31, 1994 approximate fair value. The
carrying amounts of mortgage loans held for long-term investment and
mortgage-backed bonds approximate fair value.
Fair value estimates are made at a specific point in time, based on
relevant market information and information about the financial instrument.
These estimates are subjective in nature and involve uncertainties and matters
of significant judgement, and therefore, cannot be determined with precision.
Changes in assumptions could significantly affect estimates.
Statement of Financial Accounting Standards No. 115
The Company will adopt Statement of Financial Accounting Standards No.
115, "Accounting for Certain Investments in Debt and Equity Securities"
effective June 1, 1994. This change in accounting is not expected to have a
material effect on the financial position or results of operations of the
Company.
Sales Recognition
The Company recognizes income from home and land sales in accordance with
Statement of Financial Accounting Standards No. 66. The Company includes the
discounts incurred in obtaining permanent financing for its customers in cost
of home sales. Substantially all of the 1992 land sales were effected as part
of a series of transactions in which the Company sold land to a third party
and retained an option to buy it back within specified periods of time.
Mortgage Banking Fee Recognition
Loan origination fees are recognized as income in accordance with
Statements of Financial Accounting Standards No. 65 and No. 91.
Interest, Net
Interest, net is comprised of interest expense and interest income. The
summary of the components of interest, net is as follows:
Years ended May 31,
1994 1993 1992
------------ ------------ ------------
(In thousands)
Interest expense, homebuilding...... $ 4,724 $ 5,862 $ 1,512
Interest income, homebuilding....... (268) (364) (171)
------------ ------------ ------------
$ 4,456 $ 5,498 $ 1,341
============ ============ ============
Interest expense, mortgage banking.. $ 2,707 $ 1,343 $ 1,557
Interest income, mortgage banking... (2,940) (1,329) (1,735)
------------ ------------ ------------
$ (233) $ 14 $ (178)
============ ============ ============
Earnings Per Common Share
Earnings per common share has been computed using the weighted average
number of common shares outstanding during the period. Earnings per common
share assuming full dilution has been computed assuming the conversion of the
Convertible Subordinated Notes issued in March 1992.
B. RECEIVABLES
Notes and accounts receivable are as follows:
May 31,
1994 1993
---------- ----------
(In thousands)
Proceeds receivable arising from
home sales........................... $ 4,760 $ 5,923
Municipal Utility District
receivables.......................... 3,512 --
Notes receivable on land sales......... 775 1,295
Other notes and accounts
receivable........................... 881 1,430
---------- ----------
$ 9,928 $ 8,648
========== ==========
C. INTEREST CAPITALIZATION
The Company follows the practice of capitalizing for its homebuilding
operations certain interest costs incurred on land under development and homes
under construction. Such capitalized interest is included in cost of home
sales when the units are delivered. The Company capitalized interest in the
amount of $8,654,000, $6,034,000 and $7,150,000 and expensed as a component of
cost of home sales $7,734,000, $6,236,000 and $4,930,000 in fiscal 1994, 1993
and 1992, respectively. Included in interest capitalized as of May 31, 1992
was $5,003,000 related to the Carlsbad, California property. This capitalized
interest was expensed as a component of the $7,500,000 inventory writedown in
1992.
D. INVESTMENT IN JOINT VENTURES
The Company currently accounts for its California operations on a
consolidated basis. The various California joint ventures were terminated
during fiscal 1992 and 1993. Summarized joint venture financial information
for each of the periods in the three years ended May 31, 1994 is as follows:
Years ended May 31,
1994 1993 1992
-------- ---------- -----------
(In thousands)
Revenues................. $ -- $ -- $ 2,386
Costs and expenses....... -- 666 2,872
-------- ---------- -----------
Loss before taxes.. $ -- $ (666) $ (486)
======== ========== ===========
E. CONSOLIDATED MORTGAGE SUBSIDIARIES
The Company's consolidated financial statements include its wholly-owned
mortgage banking and finance subsidiaries. Financial data of the mortgage
banking and finance subsidiaries is summarized as follows:
May 31,
1994 1993
----------- -----------
(In thousands)
Current assets, principally
mortgage loans held for sale............... $ 19,917 $ 9,627
Total assets, principally mortgage
loans and mortgage-backed securities....... 40,729 14,991
Current liabilities,
principally notes payable.................. 10,054 6,456
Total liabilities, principally
notes and bonds payable.................... 30,885 11,560
Stockholder's equity and
partnership capital........................ 9,844 3,431
Years ended May 31,
1994 1993 1992
----------- ----------- ----------
(In thousands)
Total revenues.......................... $ 5,691 $ 2,426 $ 1,905
Net interest income (expense)........... 233 (14) 178
Net income.............................. 1,176 521 222
Mortgage loans held for sale are stated at the lower of cost or market
determined in the aggregate. Mortgage loans held for sale consist of:
May 31,
1994 1993
------------ -----------
(In thousands)
Single-family first mortgage
loans............................................ $ 17,918 $ 8,875
Market discount.................................... (348) (50)
------------ -----------
$ 17,570 $ 8,825
============ ===========
Mortgage loans held for long term investment and the related bonds payable
are the result of the Company's mortgage banking subsidiaries selling a
portion of the mortgages they originated to related financing subsidiaries.
Bonds issued by the Company's financing subsidiaries are secured by GNMA
certificates and first mortgage loans. Payments are made on the bonds on a
periodic basis as a result of, and in amounts related to, corresponding
payments received on the underlying mortgage collateral. All principal and
interest on the collateral is remitted directly to a trustee and is available
for payment on the bonds. Neither the Company nor its mortgage banking
subsidiaries have guaranteed or otherwise are obligated with respect to these
bond issues.
F. NOTES, BONDS AND SENIOR AND CONVERTIBLE SUBORDINATED DEBT
Homebuilding:
Notes payable, senior and convertible subordinated debt consist of:
May 31,
1994 1993
------------ ------------
(In thousands)
12% senior notes, due 1999, net of
premium of $1,753 in 1994 and
discount of $752 in 1993...................... $ 111,753 $ 74,248
6-7/8% convertible subordinated notes,
due 2002, net of discount of
$2,705 and $3,065............................ 32,295 31,935
------------ ------------
$ 144,048 $ 106,183
============ ============
At May 31, 1994, the Company had available unsecured bank lines of credit
for borrowings (excluding mortgage warehouse lines) of $15,000,000. In
connection with the Milburn Acquisition, the Company assumed a $25,000,000
secured revolving line of credit. Interest rates range from prime + 1/2% to
prime + 1%. The unsecured bank lines of credit mature through October 1995.
The secured bank line of credit matures in July 1995. At May 31, 1994, the
Company had no amounts outstanding under the lines of credit. During fiscal
1994, the weighted average interest rate on the average month end balance was
6.9%. The average month end outstanding balance during the year was $5,464,000
and the maximum amount outstanding at any month end was $20,416,000. The
Company is required to maintain $750,000 of compensating balance deposits with
the lenders, minimum levels of liquidity and tangible net worth and maximum
levels of debt to net worth in conjunction with these unsecured lines of
credit.
In August 1992, the Company issued $75,000,000 principal amount of 12%
Senior Notes due August 1, 1999. The Senior Notes are redeemable in whole or
in part at the option of the Company at any time on or after August 1, 1997 at
redemption prices decreasing from 104%. The Senior Notes are senior unsecured
obligations of the Company.
On March 22, 1994, the Company obtained the consent of the holders of the
majority of the outstanding 12% Senior Notes to certain amendments to the
indenture, including to permit the sale of an additional $35,000,000 of Senior
Notes. On March 31, 1994, the Company completed the sale of the additional
Senior Notes.
The indenture relating to the Company's 12% Senior Notes contains certain
covenants which among other things, limit the amount of additional debt which
may be incurred, the making of restricted payments (as defined), including the
payment of dividends, and the ability to create certain liens, enter into
certain transactions with affiliates or merge, consolidate, transfer or sell
substantially all assets. As of May 31, 1994, approximately $24,419,000 was
available for making restricted payments. The indenture requires the Company
to maintain a net worth (as defined) of not less than $20,300,000. In the
event of a change in control, the Company will be required, subject to certain
conditions and limitations, to offer to purchase all Senior Notes then
outstanding at a purchase price equal to 101% of the principal amount of the
Senior Notes, plus accrued and unpaid interest to the date of purchase.
In March 1992, the Company issued $35,000,000 principal amount of 67/8%
Convertible Subordinated Notes due March 15, 2002. The Notes are convertible
at a rate of 42.55 shares of Common Stock per $1,000 principal amount of Notes
at any time prior to maturity. The Notes are redeemable in whole or in part at
the option of the Company at any time on or after March 18, 1995 at redemption
prices increasing from 95%. The Notes are subordinated to all senior
indebtedness of the Company.
Mortgage banking:
Mortgage warehousing notes payable enable American Western Mortgage
Company ("AWMC") and Miltex Management, Inc. ("MMI") to perform their loan
origination and warehousing functions. At May 31, 1994, AWMC had a warehouse
line of credit of $15,000,000 which is guaranteed by the Company. In
addition, MMI had a warehouse line of credit of $10,000,000. All such
borrowings are secured by the mortgage loans held for sale, mature on December
1, 1994 and May 25, 1995 and bear interest at prime + 1/2%. At May 31, 1994,
no amounts were outstanding under these lines of credit and $3,439,000 of
funding drafts were issued thereunder. At May 31, 1993, no amounts were
outstanding under these lines of credit and $3,500,000 of funding drafts were
issued thereunder.
Bonds issued by the Company's financing subsidiaries are secured by GNMA
certificates and first mortgage loans and are redeemable by the bondholders or
callable by the issuer under certain circumstances as defined in the indenture
under which the bonds were issued. Such bonds mature through August 2017 and
have a weighted average interest rate of 9.2%.
G. INCOME TAXES
The Company will file a consolidated Federal income tax return which will
include all subsidiaries. Components of current and deferred income taxes
follow:
CURRENT DEFERRED TOTAL
------------ ----------- -----------
(IN THOUSANDS)
Year ended May 31, 1994
Federal.............................. $ 8,344 $ (455) $ 7,889
State and other...................... 2,290 (125) 2,165
------------ ----------- -----------
$ 10,634 $ (580) $ 10,054
============ =========== ===========
Year ended May 31, 1993
Federal.............................. $ 3,520 $ 390 $ 3,910
State and other...................... 966 107 1,073
------------ ----------- -----------
$ 4,486 $ 497 $ 4,983
============ =========== ===========
Year ended May 31, 1992
Federal.............................. $ (358) $ 1,031 $ 673
State and other...................... (101) 291 190
------------ ----------- -----------
$ (459) $ 1,322 $ 863
============ =========== ===========
The effective income tax rate differs from the Federal statutory tax rate
for the following reasons:
U.S. statutory tax rate........................... 35% 34% 34%
State income taxes,
net of Federal tax benefit...................... 6 8 8
Other, net........................................ 2 (1) (2)
------- ------- -------
43% 41% 40%
======= ======= =======
The components of the net deferred tax asset (liability) are as follows:
May 31,
------------------------
1994 1993
------------ ----------
(In thousands)
Deferred tax assets:
Inventory basis differences.................... $ 4,201 $ 3,842
Other, net..................................... 510 1,776
------------ ----------
4,711 5,618
------------ ----------
Deferred tax liabilities:
Gain on repurchase of note..................... 3,559 3,472
Capitalized interest........................... 2,108 2,057
Receivable basis differences................... 1,276 --
------------ ----------
6,943 5,529
------------ ----------
Net deferred tax asset (liability)................. $ (2,232) $ 89
============ ==========
H. STOCK OPTIONS
The Company has two stock incentive plans (the "Plans"). The 1988 Stock
Incentive Plan was approved by the Board of Directors on July 29, 1988 and the
stockholders on August 26, 1988 and amended by the Board of Directors on July
23, 1992 and the stockholders on August 26, 1992. The 1986 Stock Incentive
Plan was approved by the Board of Directors and the stockholders of the
Company on July 26, 1986. The Plans are intended to provide an incentive to
officers and key employees of the Company and its subsidiaries to remain with
the Company. The Board of Directors has authorized the reservation of 700,000
shares of the Company's common stock for issuance under the Plans. Options
may be granted at a price equal to the market value on the date of the grant
(or 85% of market value in the case of non-qualified options) and may not be
exercised for one year (six months in the case of nonqualified options) from
the date of grant. Under the Plans, options must be exercised within 10 years
(5 years for a 10% holder) from the date the option was granted.
The following summarizes the stock option transactions for the two years
ended May 31, 1994:
Number
of Shares Option Price
------------ ------------------
Outstanding at May 31, 1992............ 250,580 $3.50-$12.875
Granted.............................. 72,500 $12.50
Exercised............................ (88,120) $3.50-$11.50
------------
Outstanding at May 31, 1993............ 234,960 $4.00-$12.875
Granted.............................. 42,600 $11.88-$21.38
Cancelled............................ (3,000) $11.88
Exercised............................ (68,925) $4.00-$12.875
------------
Outstanding at May 31, 1994............ 205,635 $4.00-$21.38
============
Exercisable at May 31, 1994............ 63,660 $4.00-$12.87
============
At May 31, 1994, there were 235,995 shares reserved for future grants.
I. CONTINGENCIES
In management's opinion the Company is not involved in any legal
proceedings which will have a material effect on the Company's financial
position or operating results.
J. COMMITMENTS
Rental expense for the Company was $914,000, $495,000 and $533,000 in
1994, 1993 and 1992, respectively. The following is a schedule by year of
future minimum rental payments required under operating leases as of May 31,
1994:
(In thousands)
Fiscal year ending May 31,
1995......................................... $ 1,249
1996......................................... 1,092
1997......................................... 129
1998......................................... 29
1999......................................... 4
--------------
Total minimum lease payments................. $ 2,503
==============
K. ACQUISITION OF MILBURN INVESTMENTS, INC.
On July 29, 1993, the Company completed the acquisition of 100% of the
Common Stock of Milburn Investments, Inc. ("Milburn") for approximately $26.2
million. The consideration consisted of approximately $20 million in cash and
$6.2 million in Series A Preferred Stock issued by the Company. On November
4, 1993 the Company redeemed the Series A Preferred Stock. Milburn is the
leading builder of single-family homes in the Austin, Texas metropolitan area.
The acquisition was accounted for by the purchase method with the results of
operations of Milburn included for the ten month period beginning August 1,
1993. The excess of cost over related net assets acquired of $4,788,000 is
being amortized over periods ranging from five to ten years using the straight
line method.
The following unaudited pro forma combined financial data give effect to
the acquisition as if it had occurred on the first day of each period. This
pro forma information has been prepared utilizing the historical consolidated
financial statements of the Company and Milburn. The pro forma financial data
is provided for comparative purposes only and does not purport to be
indicative of the results which would have been obtained if the acquisition
had been effected during the periods presented. The pro forma financial
information is based on the purchase method of accounting and reflects
adjustments to record the profit of acquired inventories, amortize the
non-compete agreement and the excess purchase price over the underlying value
of net assets acquired, reflect the additional interest on acquisition
indebtedness assumed and adjust income taxes for the pro forma adjustments.
Years ended May 31,
--------------------------
1994 1993
------------ ------------
(In thousands)
Total revenues....................... $ 367,866 $ 286,865
Net income........................... 13,524 8,612
Earnings per common share............ 2.18 1.67
Earnings per common share
assuming full dilution............. 1.94 1.53
[Enlarge/Download Table]
L. SELECTED UNAUDITED QUARTERLY CONSOLIDATED FINANCIAL INFORMATION
Unaudited quarterly consolidated financial information for the years ended May 31, 1994 and 1993
is summarized as follows:
THREE MONTHS ENDED
---------------------------------------------------------------
AUGUST 31 NOVEMBER 30 FEBRUARY 28 MAY 31
------------- --------------- --------------- --------------
(IN THOUSANDS, EXCEPT SHARE DATA)
1994
Revenues................................. $ 78,390 $ 90,095 $ 74,640 $ 105,495
Gross profit from home sales............. 14,259 16,109 13,303 18,482
Net income............................... 3,237 3,227 2,727 3,892
Earnings per share:
Primary:
Net income........................... $ .62 $ .56 $ .39 $ .56
Fully diluted:
Net income........................... .53 .50 .37 .50
Weighted average shares outstanding...... 5,194,877 5,711,566 6,953,734 6,962,659
1993
Revenues................................. $ 51,599 $ 51,931 $ 45,705 $ 57,798
Gross profit from home sales............. 9,562 9,357 9,082 10,051
Net income............................... 1,970 1,615 1,476 2,039
Earnings per share:
Primary:
Net income........................... $ .39 $ .32 $ .29 $ .39
Fully diluted:
Net income........................... .36 .30 .28 .36
Weighted average shares outstanding...... 5,101,896 5,114,503 5,169,407 5,189,287
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
|---|
| This ‘10-K’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| | 3/15/02 | | 7 |
| | 8/1/99 | | 7 |
| | 8/1/97 | | 7 |
| | 5/31/95 | | 7 | | | | | 10-K405, DEF 14A |
| | 5/25/95 | | 7 |
| | 3/18/95 | | 7 |
| | 12/1/94 | | 7 |
| Filed on: | | 8/23/94 |
| | 6/17/94 | | 2 |
| | 6/1/94 | | 7 |
| For Period End: | | 5/31/94 | | 2 | | 7 |
| | 3/31/94 | | 2 | | 7 |
| | 3/22/94 | | 2 | | 7 |
| | 1/28/94 | | 2 |
| | 12/15/93 | | 1 |
| | 11/4/93 | | 7 |
| | 8/1/93 | | 7 |
| | 7/29/93 | | 2 | | 7 |
| | 5/31/93 | | 2 | | 7 |
| | 8/26/92 | | 7 |
| | 7/23/92 | | 7 |
| | 6/19/92 | | 2 |
| | 5/31/92 | | 2 | | 7 |
| List all Filings |
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