Exhibit 10.13
AMENDMENT TO
AMENDED AND RESTATED MASTER LOAN AGREEMENT
THIS AMENDMENT, dated as of the 2nd day of July, 1999 (the
"Amendment"), is made by and between ▇▇▇▇▇▇ Housing Corporation, a Florida
corporation (the "Borrower"), with offices located at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, and Bank of America, N.A., a national banking
association, successor by merger to NationsBank, N.A. (the "Bank"), with its
offices located at ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇, to
modify and amend the terms of a certain Amended and Restated Master Loan
Agreement dated November 17, 1995 and riders thereto, as modified and amended,
and a certain Amended and Restated Master Loan Agreement dated July 2, 1998 and
riders thereto, as modified and amended, made by Borrower and Bank.
RECITALS
A. Borrower opened a revolving line of credit loan in the amount of
$10,000,000.00 and a revolving line of credit loan in the amount of
$9,500,000.00 with Bank, which have been modified and amended from time to time
thereafter (the "Loan" or "Loans"), which are used for the purpose of acquiring
lots and constructing single family dwellings in subdivisions acceptable to Bank
and mortgaged to Bank as security for the Loans.
B. Borrower and Bank have previously entered into a certain Amended and
Restated Master Loan Agreement dated November 17, 1995, and Borrower and Bank
have previously entered into a certain Amended and Restated Master Loan
Agreement dated July 2, 1998, (collectively the "Loan Agreement") setting forth
the terms upon which Bank has agreed to make advances under the Loans from time
to time.
C. Borrower has requested and Bank has agreed to increase the amount of
the Loan by a future advance in the amount of $3,500,000.00 secured by the
Mortgage and administered under the terms of the Loan Agreement, except as
modified herein.
D. Borrower and Bank desire to modify and amend the terms of the Loan
in the manner set out herein.
NOW, THEREFORE, in consideration of the premises, of the Loan advances
which may be agreed to be made Bank to Borrower hereinafter, and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Borrower and Bank hereby agree as follows:
1. The foregoing recitals are true and are incorporated herein.
2. Paragraph 1.1 (q) of the Loan Agreement is amended as follows:
The full payment and performance of the Loan will continue to
be guaranteed, jointly and severally, by International American Homes,
Inc., a Delaware corporation, and by
-1-
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, individually, ("Guarantor"), subject to the terms
provided in the Guaranty and herein. The Guarantor hereby subordinates
any and all obligations of the Borrower to him in favor of Bank in
order that there shall be no offset against the guarantee of any amount
which may be owing to the Guarantor by Borrower. The existing
individual guaranty of Guarantor ▇▇▇▇▇▇ will be released as to sums
previously advanced and his guaranty shall not extend to sums advanced
under the Loan in the future, for the construction of Pre-Sold Units.
Furthermore, if the financial statements for International American
Homes, Inc., tested quarterly, show a Tangible Net Worth of $7,200,000
or more, and a Total Debt/ Tangible Net Worth ratio (adjusted for
bonds) of 2.75:1, or better, then the personal guaranty of Guarantor
▇▇▇▇▇▇ will be abated as to 50% of the sums previously advanced or
advanced in the future for the construction of Spec and Model Units and
lots. If the financial statements for International American Homes,
Inc., tested quarterly, show a Tangible Net Worth of $7,500,000 or
more, and a Total Debt /Tangible Net Worth ratio (adjusted for bonds)
of 2.50:1, or better, then the personal guaranty of Guarantor ▇▇▇▇▇▇
will be abated in full. The personal guaranty of Guarantor will be
reinstated consistent with the foregoing standards if International
American Homes, Inc. fails to maintain the stated ratios. If the
personal guaranty of Guarantor ▇▇▇▇▇▇ qualifies for abatement in full
as of January 1, 2000, then Bank will release the personal guaranty of
Guarantor ▇▇▇▇▇▇ in full on his request. The guaranty of International
American Homes, Inc. shall not be affected by any of the foregoing
actions taken as to Guarantor ▇▇▇▇▇▇.
3. Paragraph 2.1 of the Loan Agreement is amended as follows:
Borrower covenants and agrees to pay to Bank a nonrefundable
Commitment Fee in the amount of $137,500.00, one-half ($68,750.00) of
which is due on or before closing and one-half of which ($68,750.00) is
due on or before December 15,1999. An annual loan fee equal to
137,500.00 shall be due each year on the anniversary of the Loan
closing if the Loan extends beyond one year, one-half of which is due
on or before closing and one-half of which is due on or before December
15, 2000.
4. Paragraph 2.3 of the Loan Agreement is amended as follows:
The Loan proceeds will continue to be used solely to finance
the acquisition of developed lots and the cost of construction of
single family dwellings ("Units") on lots owned or to be acquired by
Borrower and mortgaged to Bank in those certain developments located in
Hillsborough County, Pasco County and Pinellas County, Florida, and in
such other counties as Bank may approve. Bank will disburse Loan
proceeds in accordance with the Loan documents as modified from time to
time thereafter.
(a) Use of Loan proceeds for the construction of Units shall
be limited to 125 Spec and Model Units and a total outstanding and
committed of $12,500,000.00 at any one time; and 93 Pre-Sold Units and
a total amount actually outstanding of $9,300,000.00 at any
-2-
one time. Use of Loan proceeds is further limited to 10 Spec and Model
Units in any one subdivision at any one time.
(b) Each individual Unit financed under the Loan shall be
completed in a period not to exceed six (6) months from the date
construction commences.
(c) Use of Loan proceeds for the purchase of developed lots
shall be limited to 220 lots and a total amount outstanding and
committed of $4,000,000.00 at any one time. The amount to be funded for
each lot shall be an amount equal to the lesser of (i) 75% of
Borrower's cost, or (ii) 75% of appraised value, with a minimum of 25%
cash equity in each lot, or (iii) $35,000.00. Use of Loan proceeds is
further limited to 50 developed lots in any one subdivision at any one
time. Lots under the Loan greater than two (2) years shall be removed
from the collateral pool.
(d) Use of Loan availability for the issuance of standby
letters of credit in support of development activities shall be limited
to $1,000,000 outstanding or committed at any one time and shall reduce
the borrowing base availability proportionately.
Notwithstanding the foregoing limitations by category, the total amount
outstanding under the Loan at any one time shall not exceed the loan
amount of $23,000,000.00.
5. Paragraph 2.3(e) of the Loan Agreement is amended as follows:
To monitor the collateral base and to assist in calculating
the Maximum Allowable Funding, Borrower shall provide to Bank monthly a
report of construction completion status on the Bank's form, or other
form approved by Bank, for all units financed under the Loans.
Inspection fees under the Loans will be $125 per unit, irrespective of
the number of times Bank elects to inspect.
6. Paragraph 2.10 is hereby added to the Loan Agreement as follows:
2.10 Inspections and Monitoring. To monitor the collateral
base and to assist in calculating the Maximum AlIowabIe Funding,
Borrower shall provide to Bank monthly a report of construction
completion status on the Bank's form, or other form approved by Bank,
for all units financed under the Loans. Inspection fees under the Loans
will be $125 per unit, irrespective of the number of times Bank elects
to inspect.
7. Paragraph 5.9 of the Loan Agreement is amended as follows:
Title insurance coverage for the Loan under a loan policy or
policies of title insurance with revolving credit endorsement shall
continue to insure advances under the Loan.
-3-
8. Paragraph 5.11 of the Loan Agreement is amended as follows:
Borrower will provide Bank with (a) quarterly 10-Q filings for
International American Homes, Inc., including internally prepared
consolidating financial information for wholly-owned subsidiaries,
within 90 days of the end of each quarter; (b) annual 10-K for
International American Homes, Inc., including consolidating financial
information for wholly-owned subsidiaries, within 120 days of fiscal
year end, and (c) annual and quarterly inventory and sales reports.
9. Paragraph 5.18 of the Loan Agreement is amended as follows:
(a) Bank will fund under the Loan up to but not in excess of
an amount, referred to here as the Aggregate Maximum Allowable Funding,
which is from time to time the aggregate sum of the Maximum Allowable
Funding amount for all units and lots subject to the Loan. In
calculating the Maximum Allowable Funding, the amount which has been
advanced or which is eligible to be advanced on account of the
underlying land lot is referred to herein as the Lot Advance. The
Maximum Allowable Funding amount for a pre-sold unit will be the sum of
(1) the Lot Advance, plus (2) the product of (a) the then current
percentage of completion of the unit, times (b) an amount which does
not exceed 100% of the unit cost breakdown (not including the Lot
Advance) submitted by Borrower and approved by Bank, nor the lesser of
1) 80% of the completed value of each unit, which amount shall be
determined by a valuation acceptable to Bank, less the Lot Advance, or
2) 80% of the contracted purchase price of the unit, less the Lot
Advance. The Maximum Allowable Funding amount for a model or spec unit
will be the sum of (1) the Lot Advance, plus (2) the product of (a) the
then current percentage of completion of the unit, times (b) an amount
which does not exceed 100% of the unit cost breakdown submitted by
Borrower and approved by Bank, nor 80% of the completed value of each
unit, less the Lot Advance. The Maximum Allowable Funding amount for a
lot will be the lesser of 1) 75% of Borrower's cost, 2) 75% of the
appraised value, or 3) not to exceed $35,000.00).
(b) Units or lots may be released from the lien of the
mortgage: (1) without a partial release payment if the Aggregate
Maximum Allowable Funding after subtracting the released lot or unit's
Maximum Allowable Funding from the collateral pool exceeds the then
outstanding loan balance; (2) otherwise, upon payment of the difference
between the Aggregate Maximum Allowable Funding after subtracting the
released lot or unit's Maximum Allowable Funding from the collateral
pool and the then outstanding loan balance. Spec units subject to the
Loan shall be removed from the collateral pool after one year. Model
units subject to the Loan shall be removed from the collateral pool
after two years.
-4-
10. Paragraph 6.3 is hereby added to the Loan Agreement as follows:
6.3 Year 2000 Representations, Covenants and Warranties.
(a) Borrower has (i) begun analyzing the operations
of Borrower and its subsidiaries and affiliates that could be adversely
affected by failure to become Year 2000 compliant (that is, that
computer applications, imbedded microchips and other systems will be
able to perform date-sensitive functions prior to and after December
31, 1999); and (ii) developed a plan for becoming Year 2000 compliant
in a timely manner, the implementation of which is on schedule in all
material respects. Borrower reasonably believes that it will become
Year 2000 compliant for its operations and those of its subsidiaries
and affiliates on a timely basis except to the extent that a failure to
do so could not reasonably be expected to have a material adverse
effect upon the financial condition of Borrower.
(b) Borrower reasonably believes any suppliers and
vendors that are material to the operations of Borrower or its
subsidiaries and affiliates will be Year 2000 compliant for their own
computer applications except to the extent that a failure to do so
could not reasonably be expected to have a material adverse effect upon
the financial condition of Borrower.
(c) Borrower will promptly notify Bank in the event
Borrower determines that any computer application which is material to
the operations of Borrower, its subsidiaries or any of its material
vendors or suppliers will not be fully Year 2000 compliant on a timely
basis, except to the extent that such failure could not reasonably be
expected to have a material adverse effect upon the financial condition
of Borrower.
11. Paragraph 10.1 of the Loan Agreement is amended as follows:
10.1 Financial Covenants. Borrower will at all times report
its financial condition using generally accepted accounting principles
consistently applied, except to the extent modified by the following
definitions:
(a) Tangible Net Worth: "Tangible Net Worth" is
defined as the aggregate of total shareholders' equity plus any debt to
Related Parties (as hereinafter defined) which are subordinated to the
Loan, less any intangible assets and any obligations due from
shareholders, partners, employees, and/or affiliates.
(b) Ratio of Total Debt to Tangible Net Worth: The
"Ratio of Total Debt to Tangible Net Worth," is defined as the
aggregate of current liabilities and non-current liabilities (excluding
contingent liabilities and non-recourse bonds) less subordinated loans
from Related Parties (as hereinafter defined), divided by Tangible Net
Worth shall not
-5-
exceed 2.75:1, tested semi-annually, during the period from closing of
the Loan to maturity, if and as extended.
(c) Net Loss: Borrower shall not suffer any net loss
as reflected in the annual financial statements prepared and submitted
to Bank during the term of the Loan.
(d) Related Parties: "Related Parties" shall mean the
partners or shareholders of Borrower, or any corporations, trusts,
partnerships, or other entities in which Borrower owns directly, or
indirectly, a 51% interest.
(e) Minimum Tangible Net Worth: Borrower shall
maintain a minimum Tangible Net Worth of $6,500,000, tested
semiannually, during the term of the Loan.
12. Except as expressly set out herein and in the Loan Documents of
even date, all terms and provisions of the Loan Documents shall continue in
force and effect with respect to the Loan.
IN WITNESS WHEREOF, Borrower and Bank have executed this Loan Agreement
as of the above written date.
▇▇▇▇▇▇ Housing Corporation,
a Florida corporation
[Seal]
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------- --------------------
Witness ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇. Its: President
-------------------- --------------------
Witness ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
Bank of America, N.A.
By:
-------------------- --------------------
Witness ▇▇▇▇ ▇. ▇▇▇▇
--------------------
Witness Its: Senior Vice President
-6-
JOINDER OF GUARANTOR
The undersigned as Guarantor hereby joins in and consents to the
foregoing Loan Agreement.
International American Homes, Inc.,
a Delaware corporation
{Seal}
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------- --------------------
Witness ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇. Its: President
-------------------- --------------------
Witness ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ {Seal}
-------------------- --------------------
Witness ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
individually
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
--------------------
Witness ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
-7-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
FORM 10-Q
(▇▇▇▇ ONE)
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
--------------- ---------------
COMMISSION FILE NUMBER 0-13800
INTERNATIONAL AMERICAN HOMES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE ▇▇-▇▇▇▇▇▇▇
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇., ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇, ▇▇
▇▇▇▇▇ (Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code: (▇▇▇) ▇▇▇-▇▇▇▇
NOT APPLICABLE
(Former name, former address and former fiscal year, if changed since
last report)
Indicate by check ▇▇▇▇ whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes |X| No |_|
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check ▇▇▇▇ whether the registrant has filed all documents and
reports required to be filed by Section 12, 13, or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes |X| No |_|
As of July 31, 1999, the number of shares outstanding of the registrant's common
stock, par value $.01, was 870,880.
================================================================================
Total number of pages: 16
PAGE 1
INTERNATIONAL AMERICAN HOMES, INC.
AND SUBSIDIARIES
Index
Page
----
Part I. Financial Information:
Item 1. Financial Statements
Consolidated Balance Sheets (Unaudited) as of June
30, 1999 and March 31, 1999 ........................................3
Consolidated Statements of Income and Retained
Earnings (Unaudited) for the three months ended
June 30,1999 and 1998 ..............................................5
Consolidated Statements of Cash Flows (Unaudited)
for the three months ended June 30, 1999 and 1998 ..................6
Notes to Consolidated Financial Statements (Unaudited)..............7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations ................................9
Item 3. Quantitative and Qualitative Disclosures About Market Risk ........15
Part II. Other Information:
Item 2. Changes in Securities and Use of Proceeds..........................15
Item 6. Exhibits and Reports on Form 8-K...................................15
Signatures ...................................................................16
PAGE 2
Part I. Financial Information
ITEM 1
FINANCIAL STATEMENTS
INTERNATIONAL AMERICAN HOMES, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
(Unaudited)
ASSETS
June 30, 1999 March 31, 1999
------------- ---------------
CASH AND CASH EQUIVALENTS - including $40 and $ 2,077 $ 1,461
$40 restricted, respectively
RECEIVABLES 1,306 1,626
REAL ESTATE INVENTORY 17,640 18,247
COLLATERAL FOR BONDS PAYABLE 2,926 3,199
PROPERTY AND EQUIPMENT - less accumulated
depreciation of $545 and
$513, respectively 17 49
OTHER ASSETS 28 186
------- -------
TOTAL ASSETS $23,994 $24,768
======= =======
The accompanying notes are an integral part of these consolidated
balance sheets.
PAGE 3
INTERNATIONAL AMERICAN HOMES, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
(Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
June 30, 1999 March 31, 1999
------------- --------------
LIABILITIES
MORTAGE NOTES AND LOANS PAYABLE $ 8,318 $ 8,571
BONDS PAYABLE 2,808 3,068
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES 3,715 4,403
CUSTOMER DEPOSITS 235 180
-------- --------
Total Liabilities 15,076 16,222
-------- --------
STOCKHOLDERS' EQUITY
PREFERRED STOCK - $.01 par value; 4,000,000
shares authorized; none
issued or outstanding -- --
COMMON STOCK - $.01 par value; 10,000,000
shares authorized; 1,000,952
and 985,955 shares issued, respectively;
869,214 and 857,385 shares outstanding,
respectively 10 10
ADDITIONAL PAID-IN CAPITAL 2,323 2,267
RETAINED EARNINGS 6,586 6,270
TREASURY STOCK - 131,738 and 128,570 shares,
respectively (1) (1)
-------- --------
Total Stockholders' Equity 8,918 8,546
======== ========
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 23,994 $ 24,768
======== ========
The accompanying notes are an integral part of these
consolidated balance sheets.
PAGE 4
INTERNATIONAL AMERICAN HOMES, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND RETAINED
EARNINGS (Dollars in thousands, except per
share amounts)
(Unaudited)
Three Months Ended June 30,
---------------------
1999 1998
--------- ---------
REVENUES
Home sales $ 14,030 $ 14,551
Interest and other income 79 75
--------- ---------
14,109 14,626
--------- ---------
COSTS AND EXPENSES
Cost of home sales 11,792 12,276
Selling, general and administrative 1,679 1,589
Interest 70 83
Depreciation 30 24
Restructuring provision 50 --
Reversal of creditor liability -- (1,322)
--------- ---------
13,621 12,650
--------- ---------
INCOME BEFORE INCOME TAXES 488 1,976
PROVISION FOR INCOME TAXES 172 270
--------- ---------
NET INCOME 316 1,706
RETAINED EARNINGS, BEGINNING OF PERIOD 6,270 4,025
========= =========
RETAINED EARNINGS, END OF PERIOD $ 6,586 $ 5,731
========= =========
BASIC NET INCOME PER SHARE $ .37 $ 1.84
========= =========
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING (as adjusted for the
reverse stock split effective on
December 1, 1998) 858,355 926,965
========= =========
DILUTED NET INCOME PER SHARE $ .36 $ 1.84
========= =========
WEIGHTED AVERAGE NUMBER OF COMMON AND
COMMON EQUIVALENT SHARES (as adjusted
for the reverse stock split effective
on December 1, 1998) 875,708 926,965
========= =========
The accompanying notes are an integral part of these
consolidated statements.
PAGE 5
INTERNATIONAL AMERICAN HOMES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
Three Months Ended June 30,
------------------
1999 1998
------- -------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 316 $ 1,706
Adjustments to reconcile net income to net cash
provided by operating activities:
Reversal of creditor liability -- (1,322)
Depreciation 30 24
Changes in operating assets and liabilities
Decrease (Increase) in receivables 320 (2,142)
Decrease in real estate inventory 607 3,647
Decrease in collateral for bonds payable 273 251
Decrease in accounts payable and accrued liabilities (688) (601)
Increase (Decrease) in customer deposits 55 (58)
Decrease in other assets 158 137
------- -------
Net cash provided by operating activities 1,071 1,642
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Decrease in restricted cash -- 239
Property and equipment, net 2 2
------- -------
Net cash provided by investing activities 2 241
------- -------
CASH FLOWS USED IN FINANCING ACTIVITIES:
Proceeds from mortgage notes and loans payable -- 2,671
Payments of mortgage notes and loans payable (253) (5,264)
Repayments of bonds payable - finance subsidiaries (260) (243)
Proceeds from stock options exercised 57 --
Purchase of treasury stock (16) (15)
Return of unclaimed bankruptcy distributions 15 --
------- -------
Net cash used in financing activities (457) (2,851)
------- -------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 616 (968)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,421 1,171
======= =======
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 2,037 $ 203
======= =======
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $ 243 $ 332
======= =======
Income taxes $ 85 $ 0
======= =======
The accompanying notes are an integral part of these
consolidated statements.
PAGE 6
INTERNATIONAL AMERICAN HOMES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION
International American Homes, Inc. (the "Company") was incorporated under the
laws of the State of Delaware on April 27, 1983. The Company, through its
subsidiary, designs, builds, and sells single-family homes and villas and
develops finished building lots, primarily in middle income communities in
suburban residential areas in Greater Tampa, Florida.
During the fiscal year ended March 31, 1998, and in prior years, the Company
also conducted home building activities in Metropolitan Washington, D.C.. Such
activities have been terminated.
The interim consolidated financial statements have been prepared without audit
and pursuant to the rules and regulations of the Securities and Exchange
Commission. In the opinion of management, all adjustments for interim periods
presented have been made (which include only normal recurring accruals and
deferrals) for a fair presentation of consolidated financial position, results
of operations, and cash flows. The consolidated financial statements and
condensed notes should be read in conjunction with the Consolidated Financial
Statements and Notes thereto included in the Company's latest Annual Report on
Form 10-K. Results for interim periods are not necessarily indicative of the
results which might be expected for a full year.
NOTE 2 - CASH AND CASH EQUIVALENTS
For purposes of the statements of cash flows, the Company generally considers
all highly liquid instruments purchased with an original maturity of three
months or less to be cash equivalents.
NOTE 3 - PLAN OF REORGANIZATION
On April 16, 1990, the Company and certain of its wholly-owned subsidiaries
filed voluntary petitions for relief under Chapter 11, Title 11 of the United
States Bankruptcy Code in the United States Bankruptcy Court for the District of
New Jersey (the "Bankruptcy Court"). On August 12, 1992, the Bankruptcy Court
entered an order confirming the Company's Plan of Reorganization (the "Plan" or
"Plan of Reorganization"). The plan expired on August 12, 1998 with the
exception of a continuing dividend restriction. The dividend restriction
requires that before the Company can pay any dividends to stockholders it must
first pay to certain holders of creditor's claims $1,250,000.
During the year ended March 31, 1993 the Company provided an estimated liability
for potential distributions of cash flow to creditors of $1,322,000. The Company
has calculated the cash flow (as defined in the plan) for the cumulative six
year period ended June 30, 1998 and has determined that there was no cash flow
(as defined in the plan) for that period. Accordingly, no distribution to
creditors was required. At June 30, 1998, the Company reversed the estimated
liability and recognized income of $1,322,000.
PAGE 7
NOTE 4 - REAL ESTATE INVENTORY
Real estate inventory consists of the following ( in thousands):
June 30, 1999 March 31, 1999
------------- --------------
Accumulated costs of construction
completed and in progress $ 8,007 $ 8,468
Land and land development costs 9,476 9,610
Land options and deposits 157 169
------- -------
$17,640 $18,247
======= =======
NOTE 5 - CONDENSED FINANCIAL STATEMENTS OF CONSOLIDATED FINANCE SUBSIDIARIES
The Company's wholly-owned finance subsidiaries were established to sell
collateralized mortgage obligations through participation in various
multi-builder bond programs. In these sales, which last occurred in 1987, the
Company originated and pooled mortgage loans which were then pledged as
collateral for bonds payable. The interest rates on the mortgage loans that
comprise the collateral for bonds payable roughly equate with the interest rates
on the related bonds payable.
Condensed financial information is as follows (in thousands):
Condensed Balance Sheets
(Unaudited)
June 30, 1999 March 31, 1999
------------- --------------
Assets:
Collateral for bonds payable $2,926 $3,199
Other Assets 2 3
------ ------
Total Assets $2,928 $3,202
====== ======
Liabilities and Equity:
Bonds payable $2,808 $3,068
Equity and intercompany advances 120 134
------ ------
Total Liabilities and Equity $2,928 $3,202
====== ======
Condensed Statements of Operations
(Unaudited)
Three Months Ended June 30,
---------------------------
1999 1998
---- ----
Revenues - Interest and other income $67 $86
=== ===
Income before income taxes $ 2 $ 3
=== ===
PAGE 8
NOTE 6 - COMMITMENTS AND CONTINGENCIES
During the quarter ended June 30, 1999 an additional charge of $50,000 was taken
to reflect the current period estimate for completing the termination of
home-building operations in Metropolitan Washington, D.C. The interim
Consolidated Financial Statements at June 30, 1999 reflect a liability of
$44,000 representing the remaining balance of the additional restructuring
provision associated with the termination of home-building operations in
Metropolitan Washington, D.C.. Although the Company believes that the remaining
provision is sufficient based on current period estimates, the actual cost may
be greater or less. (See note 1)
At June 30, 1999, the Company had commitments to purchase 567 finished building
lots in the Greater Tampa area at a total purchase price of approximately
$15,627,000 over a three-year period. Substantial deposits will be forfeited if
the Company is unable to satisfy these commitments. See Management Discussion
and Analysis of Financial Condition and Results of Operations- Liquidity and
Capital Resources.
The Company is involved from time to time in litigation arising in the ordinary
course of business, none of which is expected to have a material adverse effect
on the Company's financial position or the results of operations.
NOTE 7 - COMMON STOCK
At the 1998 Annual Meeting of Stockholders, which was held on September 17,
1998, the stockholders approved a proposal to adopt an amendment to the
Company's Restated Certificate of Incorporation to effect a 1-for-3 reverse
stock split of the Company's issued and outstanding common stock. The Amendment
did not change the par value of the common stock which remained at $.01 per
share. The Amendment became effective with the filing of a Certificate of
Amendment with the Secretary of State of Delaware on December 1, 1998. The
effect of the Reverse Stock Split has been retroactively reflected in the
statements for all periods presented.
ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with, and is qualified in
its entirety by, the Consolidated Financial Statements and the notes thereto and
other financial information included elsewhere in this Quarterly Report on Form
10-Q. Certain statements in this Item 2 and Notes to Financial Statements
(Unaudited) and elsewhere in this Quarterly Report on Form 10-Q constitute
"forward-looking statements." Such forward- looking statements include
expectations concerning future operations, margins, profitability, liquidity and
capital resources. Although the Company believes that such forward-looking
statements are reasonable, it can give no assurance that any forward-looking
statements will prove to be correct. Such forward-looking statements involve
known and unknown risks, uncertainties and other factors, that may cause the
actual results, performance or achievements of the Company to be materially
different from any future results, performance or achievements expressed or
implied by such forward-looking statements. Such factors include, among others,
the demographic trends and other conditions impacting the housing market in the
areas in which the Company operates, competition in such areas, the availability
of financing, litigation outcomes, and general economic and business conditions,
which may impact levels of disposable income of potential home buyers.
LIQUIDITY AND CAPITAL RESOURCES
The interim Consolidated Financial Statements for the quarter ended June 30,
1999 reflect a liability of $44,000 representing the remaining balance of the
additional restructuring provision associated with the termination of
home-building operations in Metropolitan Washington, D.C.. (see note 1) The
actual cost may be greater or less
PAGE 9
than the remaining provision. The Company believes that it has sufficient cash
flow on hand to absorb the remaining costs associated with the restructuring.
The Company, through its subsidiary, obtains financing from commercial banks for
a portion of the cost of acquiring finished building lots and for most of the
costs of the construction of homes. This financing is generally available for
homes that are subject to a contract of sale and also for a limited number of
homes in advance of sale. The Company's loan commitments as well as current
banking regulations limit the portion of each home that can be financed to
approximately 75% of its value. Since the Company uses its own capital resources
to fund those costs that cannot be financed, the Company's future growth will be
limited by the amount of such resources. As a result of the use of these
financing arrangements, the Company is currently, and expects to continue to be,
highly leveraged.
The Company currently has financing agreements in the aggregate amount of
$23,280,000 with commercial banks located in the areas in which its subsidiary
operates. The terms of these financing agreements vary, are each for one year or
more from their date of origination, are generally guaranteed by the Company,
and are all secured by the related real estate inventory. The Company's Chairman
and President has agreed to personally guarantee a portion of the financing
agreements including a specific indemnification of certain environmental
conditions. The obligations of the Company's Chairman and President continue
during the term of the loan agreement subject to certain ratios and financial
performance of the Company which have been satisfied at June 30, 1999.
The Company generally acquires finished building lots under contracts which
spread the time for acquisition of such lots over a period of time that roughly
coincides with the estimated time required for the sale of the homes on those
lots. At June 30, 1999, the Company had commitments to purchase 567 finished
building lots in the Greater Tampa area at a total purchase price of
approximately $15,627,000 over a three-year period. These commitments assure a
continuing supply of finished building lots in the future. In conjunction
therewith $157,000 of land options and deposits have been paid. A substantial
portion of those deposits will be forfeited if the Company is unable to satisfy
these commitments.
During the year ended March 31, 1996, the Company purchased a parcel of land in
Greater Tampa, Florida containing approximately 360 lots of which 300 were
undeveloped. At June 30, 1999, the Company had developed 257 of those
undeveloped lots into finished building lots and delivered 164 homes on those
lots in prior periods up to and including June 30, 1999. The Company obtained
financing from a commercial bank to fund a portion of the cost of acquiring and
developing the land.
The Company's short-term liquidity and its ability to operate over the short
term are reasonably assured by the financing agreements in place, by the
Company's backlog of sales contracts, and by the commitments to acquire finished
building lots. The Company's long-term liquidity is not affected by any material
capital expenditure but would be impacted by the inability to renew certain of
the financing agreements when they mature. The strength of the housing market in
the areas where the Company operates and the ability of the Company to maintain
a continued supply of finished building lots will also affect the Company's
long-term liquidity. Management believes that the Company currently has adequate
financing and liquidity to meet its short-term financial obligations and to fund
the short-term acquisition and construction of inventory. However, there is no
assurance that such financing will be available to the Company in the future. In
addition, homebuilding is a cyclical industry with economic conditions having a
substantial impact on operating performance.
YEAR 2000
The Company believes that Year 2000 issues are not material to its business and
that the consequences of such issues would not have a material effect on the
Company's business, results of operations or financial condition without taking
into account the Company's efforts to avoid those consequences. Nevertheless
management is
PAGE 10
taking what it believes to be all necessary steps to become Year 2000 compliant.
Substantially all of the Company's computer equipment is relatively new and,
when purchased, was and is Year 2000 compliant. To bring its mainframe computer
into compliance, the Company has engaged Pro Data Business Computers ("Pro
Data") to make the changes in its mainframe computer which are necessary to make
it Year 2000 compliant. Pro Data commenced its work during the fiscal quarter
ending March 31, 1999 and expects to complete its work prior to September 30,
1999. The Company estimates that the necessary work will cost approximately
$20,000. The costs for such work will be expensed. Only limited testing of the
Company's computer systems is expected to be necessary.
The costs of purchasing existing Year 2000 compliant computer equipment was
approximately $10,000, all of which was financed from working capital and
capitalized with provision for amortization over a period of two years.
The Company believes that its existing software programs are capable of being
modified to conform to Year 2000 requirements. The estimated costs of
modification of the Company's software programs and the purchase of comparable
Year 2000 compliant software will not exceed $5,000. Costs of modifying and
purchasing software will be expensed as incurred.
Most of the materials used by the Company in connection with its home-building
activities are purchased from local suppliers for whom Year 2000 issues as they
relate to the Company are either non-existent or immaterial. The Company has
made inquiries of its principal suppliers, i.e., those firms from whom it
purchases appliances (General Electric Company), concrete (CSR/▇▇▇▇▇▇
Materials), lumber (Hillsborough Builders Supply) and windows (Norandex) but as
yet is not in a position to assess the Year 2000 readiness of such suppliers.
Because the Company is a relatively modest customer of the suppliers of certain
of those items, management believes that it will have only limited opportunities
to engage in interactive testing with such suppliers for the purpose of
determining Year 2000 readiness for transactions with them.
Because of the nature of the Company's relationship with its home-buyer
customers, Year 2000 issues are not directly relevant to such relationships.
The Company has not formulated any contingency plan with respect to its failure
or the failure of any of its suppliers to be Year 2000 compliant prior to
December 31, 1999. The Company does not believe that a failure by the Company or
any of its suppliers to be Year 2000 compliant by that date will have a material
adverse effect on its business.
PAGE 11
RESULTS OF OPERATIONS
The following table sets forth certain information with respect to homes
delivered and homes sold during the periods presented, as well as homes sold
under contract but not delivered ("Backlog") at the dates shown (dollars in
thousands).
Three Months Ended
June 30,
---------------------
1999 1998
------- -------
Homes delivered
Units 93 109
Home sales revenue $14,030 $14,551
Average sales price $ 150.9 $ 133.5
Homes sold
Units 110 94
Sales value $16,646 $13,137
Average sales price $ 151.3 $ 139.8
June 30,
---------------------
1999 1998
------- -------
Backlog
Units 122 92
Sales value $17,831 $13,301
Average sales price $ 146.2 $ 144.6
The decrease in home sales revenues for the three months ended June 30, 1999
compared to the three months ended June 30, 1998 results from a decrease in the
number of units delivered substantially offset by an increase in average sales
price of the units delivered. The decrease in the number of units delivered
results generally from timing factors. The increase in the average sales price
results from a wider product range and price increases.
The Company realized an increase in the number of homes sold during the three
months ended June 30, 1999 compared to the three months ended June 30, 1998. The
increase is attributed to an increase in the number of operating communities and
a greater number of sales in each community.
The increase in the average sales price of homes sold during the three months
ended June 30, 1999 compared to the three months ended June 30, 1998 results
from a wider product range and price increases.
PAGE 12
THREE MONTHS ENDED JUNE 30, 1999 COMPARED TO THREE MONTHS ENDED JUNE 30, 1998
The following table sets forth, for the periods indicated, certain information
regarding the Company's operations (dollars in thousands).
Three Months Ended June 30,
---------------------------------
1999 1998
--------------- ---------------
Dollars % Dollars %
------- ----- ------- -----
Home sales revenues $14,030 100.0 $14,551 100.0
Cost of home sales 11,792 84.0 12,276 84.4
Gross profit 2,238 16.0 2,275 15.6
Selling, general and administrative expenses 1,679 12.0 1,589 10.9
Income before restructuring charge, reversal of
creditor liability and income taxes 538 3.9 654 4.5
Restructuring charge 50 .4 -- --
Reversal of creditor liability -- -- 1,322 9.1
Income before income taxes 488 3.5 1,976 13.6
Gross profit decreased for the three months ended June 30, 1999 while gross
profit as a percentage of home sales revenues increased. The decrease in gross
profit is attributed to the reduction in home sales revenues, partially offset
by the higher gross profit percentage.
Selling, general and administrative expenses for the three months ended June 30,
1999 increased in amount and as a percentage of home sales revenues over the
prior comparable period. Selling expenses were constant in amount but increased
as a percentage of home sales revenues. The increase in percentage is attributed
to the absorption of fixed costs and other selling expenses over lower home
sales revenues. The increase in general and administrative expenses is
attributed primarily to higher employment costs. General and administrative
expenses increased as a percentage of home sales revenues as a result of the
increased costs and the reduction in home sales revenues.
The change in income before restructuring charge, reversal of creditor liability
and income taxes for the three months ended June 30, 1999 compared to the three
months ended June 30, 1998 reflects the changes in gross profit and selling,
general and administrative expenses.
The reversal of creditor liability results from the elimination of the estimated
liability for potential distributions of cash flow to creditors provided during
the year ended March 31, 1993. (see note 3, "plan of reorganization")
PAGE 13
The change in income before income taxes for the three months ended June 30,
1999 compared to the three months ended June 30, 1998 reflects the changes in
all the components of income and expense set forth above.
For the three months ended June 30, 1999 and June 30, 1998 a provision for
income taxes of $172,000 and $270,000 was recorded. For both periods the rates
were calculated at statutory rates.
Interest and other income includes $67,000 and $86,000 and interest expense
include $65,000 and $83,000 for the three months ended June 30, 1999 and June
30, 1998 respectively, from wholly-owned finance subsidiaries established in
prior years to sell collateralized mortage obligations through participation in
various multi-builder bond programs.
PAGE 14
ITEM 3
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
None
Part II. Other Information
ITEM 2
CHANGES IN SECURITIES AND USE OF PROCEEDS
(a) On December 1, 1998 the Company effected a 1-for-3 reverse stock
split combination of its shares of common stock.
ITEM 6
EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
None
(b) Reports on Form 8-K
None
PAGE 15
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
INTERNATIONAL AMERICAN HOMES, INC.
Date: August 12, 1999 By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President
Date: August 12, 1999 By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Executive Vice President, Treasurer, and
Chief Financial Officer
PAGE 16