UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2003
Commission File Number: 001 31524
BROOKFIELD HOMES CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
| Delaware (State or Other Jurisdiction of Incorporation or Organization) |
37-1446709 (I.R.S. Employer Identification No.) |
|
| 12865 Pointe Del Mar Suite 200 Del Mar, California (Address of Principal Executive Offices) |
92014 (Zip Code) |
(858) 481-8500
(Registrants Telephone Number, Including Area Code)
Indicate by check mark whether the registrant (1) has filed 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 o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).
Yes o No x
As of April 30, 2003, the registrant had outstanding 32,027,681 shares of its common stock, $0.01 par value per share.
INDEX
BROOKFIELD HOMES CORPORATION
| PAGE | ||||||||
| PART I. | FINANCIAL INFORMATION |
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| Item 1. | Financial Statements |
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Consolidated Balance Sheets March 31, 2003 and
December 31, 2002 |
1 | |||||||
Consolidated Statements of Net Income Three Months Ended
March 31, 2003 and 2002 |
2 | |||||||
Consolidated Statements of Cash Flows Three Months Ended
March 31, 2003 and 2002 |
3 | |||||||
Notes to Consolidated Financial Statements |
4 | |||||||
| Item 2. | Managements Discussion and Analysis of Results of |
|||||||
Operations and Financial Condition |
6 | |||||||
| Item 3. | Quantitative and Qualitative Disclosures about Market Risk |
11 | ||||||
| Item 4. | Controls and Procedures |
11 | ||||||
| PART II. | OTHER INFORMATION |
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| Item 1. | Legal Proceedings |
12 | ||||||
| Item 2. | Changes in Securities and Use of Proceeds |
12 | ||||||
| Item 3. | Defaults Upon Senior Securities |
12 | ||||||
| Item 4. | Submission of Matters to a Vote of Security Holders |
12 | ||||||
| Item 5. | Other Information |
12 | ||||||
| Item 6. | Exhibits and Reports on Form 8-K |
12 | ||||||
| SIGNATURES | 13 | |||||||
| CERTIFICATIONS | 14 | |||||||
| EXHIBITS | ||||||||
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
BROOKFIELD HOMES CORPORATION
CONSOLIDATED BALANCE SHEETS
(all dollar amounts are in thousands of U.S. dollars)
| (Unaudited) | |||||||||||||
| March 31, | December 31, | ||||||||||||
| Note | 2003 | 2002 | |||||||||||
Assets |
|||||||||||||
Housing and land inventory |
2 | $ | 634,753 | $ | 616,425 | ||||||||
Investments in housing and land joint ventures |
3 | 86,916 | 80,959 | ||||||||||
Receivables and other assets |
60,920 | 74,534 | |||||||||||
Cash and cash equivalents |
45,919 | 35,903 | |||||||||||
Deferred tax asset |
26,408 | 36,115 | |||||||||||
| $ | 854,916 | $ | 843,936 | ||||||||||
Liabilities and Equity |
|||||||||||||
Project specific financings |
$ | 323,283 | $ | 288,040 | |||||||||
Accounts payable and other liabilities |
105,332 | 112,086 | |||||||||||
Subordinated debt due to related parties |
64,000 | 98,300 | |||||||||||
Minority interest |
26,983 | 24,772 | |||||||||||
Preferred stock - 10,000,000 shares authorized, no shares issued |
| | |||||||||||
Common stock - 65,000,000 shares authorized, 32,073,781 issued
and outstanding at March 31, 2003 and December 31, 2002 |
320,738 | 320,738 | |||||||||||
Retained earnings |
14,580 | | |||||||||||
| $ | 854,916 | $ | 843,936 | ||||||||||
See accompanying notes to financial statements
1
BROOKFIELD HOMES CORPORATION
CONSOLIDATED STATEMENTS OF NET INCOME
(all dollar amounts are in thousands of U.S. dollars, except per share amounts)
| (Unaudited) | |||||||||||||
| Three Months Ended March 31 | |||||||||||||
| Note | 2003 | 2002 | |||||||||||
Revenue |
|||||||||||||
Housing |
$ | 81,443 | $ | 157,301 | |||||||||
Land and other revenues |
60,332 | 5,655 | |||||||||||
Equity in earnings from housing and land
joint ventures |
2,213 | | |||||||||||
| 143,988 | 162,956 | ||||||||||||
Direct Cost of Sales |
103,681 | 127,145 | |||||||||||
| 40,307 | 35,811 | ||||||||||||
Selling, general and administrative expense |
9,735 | 14,904 | |||||||||||
Interest expense |
2 | 5,511 | 7,744 | ||||||||||
Minority interest |
774 | 1,287 | |||||||||||
Net Income Before Taxes |
24,287 | 11,876 | |||||||||||
Income tax expense |
9,707 | 4,750 | |||||||||||
Net Income |
$ | 14,580 | $ | 7,126 | |||||||||
Earnings Per Share Basic |
1 | $ | 0.46 | $ | 0.22 | ||||||||
Earnings Per Share Diluted |
1 | $ | 0.45 | $ | 0.22 | ||||||||
See accompanying notes to financial statements
2
BROOKFIELD HOMES CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(all dollar amounts are in thousands of U.S. dollars)
| (Unaudited) | ||||||||||
| Three Months Ended March 31 | ||||||||||
| 2003 | 2002 | |||||||||
Cash Flows From Operating Activities |
||||||||||
Net income |
$ | 14,580 | $ | 7,126 | ||||||
Adjustments to reconcile net income to net cash (used in)/provided by
operating activities: |
||||||||||
Equity in earnings from housing and land joint ventures |
(2,213 | ) | | |||||||
Minority interest |
774 | 1,287 | ||||||||
Provision for deferred income taxes |
9,707 | 4,750 | ||||||||
Stock option expense |
323 | 237 | ||||||||
Changes in operating assets and liabilities: |
||||||||||
Decrease in receivables and other assets |
13,614 | 17,849 | ||||||||
Increase in housing and land inventory |
(18,328 | ) | (35,856 | ) | ||||||
Increase/(decrease) in accounts payable and other liabilities |
(7,077 | ) | 12,943 | |||||||
Net cash provided by operating activities |
11,380 | 8,336 | ||||||||
Cash Flows From Investing Activities |
||||||||||
Net investments in housing and land joint ventures |
(3,744 | ) | (5,528 | ) | ||||||
Net cash used in investing activities |
(3,744 | ) | (5,528 | ) | ||||||
Cash Flows From Financing Activities |
||||||||||
Net borrowings (repayments) under revolving project specific financings |
35,243 | (21,676 | ) | |||||||
Net borrowings under revolving subordinated debt |
| 9,908 | ||||||||
Repayment of subordinated debt |
(34,300 | ) | | |||||||
Net contributions from minority interest |
1,437 | 8,204 | ||||||||
Net cash provided by/(used in) financing activities |
2,380 | (3,564 | ) | |||||||
Increase/(decrease) in cash and cash equivalents |
10,016 | (756 | ) | |||||||
Cash and cash equivalents at beginning of period |
35,903 | 756 | ||||||||
Cash and cash equivalents at end of period |
$ | 45,919 | $ | | ||||||
Supplemental Cash Flow Information |
||||||||||
Interest paid |
$ | 4,621 | $ | 6,030 | ||||||
See accompanying notes to financial statements
3
BROOKFIELD HOMES CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in $U.S. thousands except per share amounts)
Note 1. Significant Accounting Policies
(a) Basis of Presentation
Brookfield Homes Corporation (the Company or Brookfield Homes) was incorporated on August 28, 2002 as a wholly-owned subsidiary of Brookfield Properties Corporation (Brookfield Properties) to acquire as of October 1, 2002 all of the California and Northern Virginia homebuilding and land development operations (the Land and Housing Operations) of Brookfield Properties pursuant to a reorganization of its business (the Spin-off). On January 6, 2003, Brookfield Properties completed the Spin-off by distributing all of the issued and outstanding common stock it owned in the Company to its common stockholders. Brookfield Homes began trading as a separate company on the New York Stock Exchange on January 7, 2003.
These financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America and include the consolidated accounts of Brookfield Homes and its subsidiaries and investments in unconsolidated joint ventures. The financial statements for the comparative period are presented on a combined basis as if the Land and Housing Operations had been owned by the Company for the prior period presented.
The financial statements have been prepared by management without audit by independent public accountants and should be read in conjunction with the December 31, 2002 audited financial statements in the Companys Annual Report on Form 10-K for the year then ended. However, in the opinion of management, all adjustments necessary for fair presentation of the accompanying consolidated condensed financial statements have been made.
The Company historically has experienced, and expects to continue to experience, variability in quarterly results. The consolidated statements of net income for the three months ended March 31, 2003 are not necessarily indicative of the results to be expected for the full year.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
(b) Earnings Per Share
Earnings per share are accounted for in accordance with SFAS 128. Earnings per share have been calculated on the weighted average number of common shares of Brookfield Homes for the period January 1, 2003 to March 31, 2003, and of Brookfield Properties for the period January 1, 2002 to March 31, 2002 divided by a factor of five to reflect the ratio of distribution of the Companys shares to Brookfield Properties stockholders. The weighted average number of common shares outstanding used in the calculation of basic earnings per share for the three months ended March 31, 2003 and 2002 were 32.1 million and 32.3 million, respectively, and in connection with diluted earnings per share for the same periods were calculated on the basis that there were 32.2 million and 32.3 million shares outstanding, respectively, reflecting the dilutive impact of options issued by the Company.
4
BROOKFIELD HOMES CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Tabular amounts in $U.S. thousands except per share amounts)
Note 2. Housing and Land Inventory
Housing and land inventory includes homes completed and under construction, model homes and land under and held for development which will be used in the Companys homebuilding operations or sold as building lots to other homebuilders. The following summarizes the components of housing and land inventory:
| March 31, | December 31, | |||||||
| 2003 | 2002 | |||||||
Housing under construction |
$ | 255,664 | $ | 200,734 | ||||
Model homes |
21,530 | 29,015 | ||||||
Land and land under development |
357,559 | 386,676 | ||||||
| $ | 634,753 | $ | 616,425 | |||||
The Company capitalizes interest which is expensed as housing units and building lots are sold. For the three months ended March 31, 2003 and 2002, interest incurred and capitalized by the Company was $4.6 million and $6.0 million, respectively. Capitalized interest expensed for the same periods was $5.5 million and $7.7 million, respectively.
Note 3. Investments in Housing and Land Joint Ventures
The Company participates in a number of joint ventures in which it has less than a controlling interest. Summarized condensed financial information on a combined 100% basis of the joint ventures is as follows:
| March 31, | December 31, | |||||||||
| 2003 | 2002 | |||||||||
Assets |
||||||||||
Housing and land inventory |
$ | 339,595 | $ | 327,588 | ||||||
Other assets |
40,051 | 39,738 | ||||||||
| $ | 379,646 | $ | 367,326 | |||||||
Liabilities and Equity |
||||||||||
Accounts payable and other liabilities |
$ | 15,860 | $ | 9,623 | ||||||
Project specific financings |
202,428 | 201,574 | ||||||||
Investment and advances |
||||||||||
Brookfield Homes |
86,916 | 80,959 | ||||||||
Others |
74,442 | 75,170 | ||||||||
| $ | 379,646 | $ | 367,326 | |||||||
| Three Months Ended March 31 | |||||||||
| 2003 | 2002 | ||||||||
Revenue and Expenses |
|||||||||
Revenue |
$ | 36,594 | $ | | |||||
Expenses |
(31,056 | ) | | ||||||
Net income |
$ | 5,538 | $ | | |||||
Companys share of net income |
$ | 2,213 | $ | | |||||
In reporting the Companys share of net income, all inter-company profits or losses from housing and land joint ventures are eliminated on lots purchased by the Company.
5
Note 4. Other
(a) The Company had demand deposits of $35.0 million at March 31, 2003 (2002 - nil) with a financial subsidiary of the Companys largest stockholder.
(b) As part of the normal sale of homes, the Company provides customers with standard product one year limited warranties. The following summarizes the product warranties accrual recorded as part of accounts payable and other liabilities in the Consolidated Balance Sheet at March 31:
| 2003 | ||||
Balance, at beginning of period |
$ | 10,209 | ||
Payments made during the period |
(580 | ) | ||
Warranties issued during the period |
840 | |||
Adjustments to existing warranties |
| |||
Balance, at end of period |
$ | 10,469 | ||
Note 5. New Accounting Pronouncement
In January 2003, the FASB issued FIN No. 46, Consolidation of Variable Interest Entities. FIN No. 46 provides accounting guidance for consolidation of off-balance sheet entities with certain characteristics (variable interest entities). The consolidation requirements apply immediately to variable interest entities (VIEs) created after January 31, 2003 and no later than the beginning of the first interim or annual reporting period beginning after June 15, 2003 for VIEs created prior to February 1, 2003. The Company has performed a preliminary assessment of the impact of adopting the requirements of FIN No. 46 for the Companys subsidiaries and joint ventures and has determined that there are no additional disclosure requirements required at this time. The Company is in the process of evaluating the remainder of its investments and other interests in entities that may be deemed variable interest entities under the provisions of FIN No. 46. The Company believes that many of these interests and entities will not be consolidated, and may not ultimately fall under the provisions of FIN No. 46. The Company cannot make any definitive conclusion until it completes its evaluation.
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
This discussion includes forward-looking statements that reflect our current views with respect to future events and financial performance and that involve risks and uncertainties. Our actual results, performance or achievements could differ materially from those anticipated in the forward-looking statements as a result of certain factors including risks discussed in Managements Discussion and Analysis of Financial Condition and Results of Operations Forward-Looking Statements elsewhere in this report and in our Annual Report on Form 10-K for the year ended December 31, 2002.
6
Results of Operations
| Three Months Ended March 31 | |||||||||
| Selected Financial Information ($ millions) | 2003 | 2002 | |||||||
Revenue: |
|||||||||
Housing |
$ | 82 | $ | 157 | |||||
Land and other revenues |
60 | 6 | |||||||
Equity in earnings from housing and land joint ventures |
2 | | |||||||
Total revenues |
144 | 163 | |||||||
Cost of sales |
104 | 127 | |||||||
Gross margin |
40 | 36 | |||||||
Selling, general and administrative expense |
10 | 15 | |||||||
Interest expense |
5 | 8 | |||||||
Operating income |
25 | 13 | |||||||
Minority interest |
1 | 1 | |||||||
Net income before taxes |
24 | 12 | |||||||
Income tax expense |
9 | 5 | |||||||
Net income |
$ | 15 | $ | 7 | |||||
| Three Months Ended March 31 | |||||||||
| Selected Operating Data | 2003 | 2002 | |||||||
Home closings (units): |
|||||||||
San Francisco Bay Area |
31 | 33 | |||||||
Southland / Los Angeles |
36 | 148 | |||||||
San Diego / Riverside |
37 | 60 | |||||||
Northern Virginia |
55 | 67 | |||||||
Consolidated total |
159 | 308 | |||||||
Unconsolidated joint ventures |
27 | | |||||||
Total |
186 | 308 | |||||||
Average selling price: |
|||||||||
San Francisco Bay Area |
$ | 542,000 | $ | 542,000 | |||||
Southland / Los Angeles |
819,000 | 647,000 | |||||||
San Diego / Riverside |
300,000 | 302,000 | |||||||
Northern Virginia |
436,000 | 381,000 | |||||||
Average |
$ | 512,000 | $ | 511,000 | |||||
Net new orders (units): (1) |
|||||||||
San Francisco Bay Area |
80 | 104 | |||||||
Southland / Los Angeles |
61 | 171 | |||||||
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