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Continental Homes Holding Corp – ‘10-K’ for 5/31/94 – EX-13

As of:  Tuesday, 8/23/94   ·   For:  5/31/94   ·   Accession #:  950147-94-91   ·   File #:  1-10700

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 8/23/94  Continental Homes Holding Corp    10-K        5/31/94    9:235K                                   Imperial Fin'l...Corp/FA

Annual Report   —   Form 10-K
Filing Table of Contents

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 


EX-13   —   Inside Cover + Pages 9-23 of Annual Report
Exhibit Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
4Revenues
"Costs and expenses
"Earnings per common share assuming full dilution
7Earnings per common share
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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. |
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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.
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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.
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[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.
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[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.
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[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.
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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

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