UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 10-Q
(Mark One)
[ X ]
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2004
OR
[ ]
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 1-9186
WCI COMMUNITIES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 59-2857021 | |
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) |
24301 Walden Center Drive
Bonita Springs, Florida 34134
(Address of principal executive offices) (Zip Code)
(239) 947-2600
(Registrants telephone number, including area code)
Not applicable
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ X ] No [ ]
Indicate by check mark whether the registrant is an accelerated filer (as defined by Rule 12b-2 of the Exchange Act). Yes [ X ] No [ ]
The number of shares outstanding of the issuers common stock, as of April 26, 2004, was 43,892,802.
WCI COMMUNITIES, INC.
Form 10-Q
For the Quarter Ended March 31, 2004
INDEX
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
WCI COMMUNITIES, INC.
| March 31, | December 31, | |||||||
| 2004 |
2003 |
|||||||
| (Unaudited) | ||||||||
Assets |
||||||||
Cash and cash equivalents |
$ | 53,013 | $ | 95,005 | ||||
Restricted cash |
37,569 | 21,696 | ||||||
Contracts receivable |
628,358 | 546,696 | ||||||
Mortgage notes and accounts receivable |
77,761 | 102,953 | ||||||
Real estate inventories |
1,244,206 | 1,105,866 | ||||||
Property and equipment |
171,887 | 168,920 | ||||||
Other assets |
122,079 | 105,972 | ||||||
Goodwill |
29,008 | 28,940 | ||||||
Other intangible assets |
7,506 | 7,625 | ||||||
Total assets |
$ | 2,371,387 | $ | 2,183,673 | ||||
Liabilities and Shareholders Equity |
||||||||
Accounts payable and other liabilities |
$ | 324,950 | $ | 373,953 | ||||
Customer deposits |
193,668 | 154,183 | ||||||
Community development district obligations |
46,722 | 46,013 | ||||||
Senior unsecured credit facility |
30,000 | | ||||||
Senior subordinated notes |
678,724 | 678,859 | ||||||
Mortgages and notes payable |
197,519 | 46,918 | ||||||
Contingent convertible senior subordinated notes |
125,000 | 125,000 | ||||||
| 1,596,583 | 1,424,926 | |||||||
Commitments and contingencies |
||||||||
Shareholders equity: |
||||||||
Common stock, $.01 par value; 100,000 shares
authorized, 45,021 and 44,776 shares issued, respectively |
450 | 447 | ||||||
Additional paid-in capital |
281,486 | 279,173 | ||||||
Retained earnings |
506,663 | 493,115 | ||||||
Treasury stock, at cost, 1,132 shares, respectively |
(13,795 | ) | (13,795 | ) | ||||
Accumulated other comprehensive loss |
| (193 | ) | |||||
Total shareholders equity |
774,804 | 758,747 | ||||||
Total liabilities and shareholders equity |
$ | 2,371,387 | $ | 2,183,673 | ||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
WCI COMMUNITIES, INC.
| For the three months ended | ||||||||
| March 31, |
||||||||
| 2004 |
2003 |
|||||||
Revenues |
||||||||
Homebuilding |
$ | 217,099 | $ | 187,588 | ||||
Real estate services |
30,135 | 25,420 | ||||||
Other |
18,079 | 22,927 | ||||||
Total revenues |
265,313 | 235,935 | ||||||
Cost of Sales |
||||||||
Homebuilding |
160,875 | 133,333 | ||||||
Real estate services |
26,054 | 21,587 | ||||||
Other |
14,128 | 15,708 | ||||||
Total costs of sales |
201,057 | 170,628 | ||||||
Gross margin |
64,256 | 65,307 | ||||||
Other Income and Expenses |
||||||||
Equity in earnings from joint ventures |
(946 | ) | (1,544 | ) | ||||
Other income |
(8,018 | ) | (1,028 | ) | ||||
Selling, general and administrative |
36,832 | 34,699 | ||||||
Interest expense, net |
8,390 | 8,805 | ||||||
Real estate taxes, net |
2,503 | 2,484 | ||||||
Depreciation |
3,102 | 2,431 | ||||||
Amortization of intangible assets |
119 | 116 | ||||||
Income before income taxes |
22,274 | 19,344 | ||||||
Income tax expense |
8,726 | 7,507 | ||||||
Net income |
$ | 13,548 | $ | 11,837 | ||||
Earnings per share: |
||||||||
Basic |
$ | .31 | $ | .27 | ||||
Diluted |
$ | .30 | $ | .26 | ||||
Weighted average number of shares: |
||||||||
Basic |
43,715 | 44,433 | ||||||
Diluted |
45,478 | 45,111 | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
WCI COMMUNITIES, INC.
| Accumulated | ||||||||||||||||||||||||||||
| Common Stock |
Additional Paid-in |
Retained | Other Comprehensive |
Treasury | ||||||||||||||||||||||||
| Shares |
Amount |
Capital |
Earnings |
Loss |
Stock |
Total |
||||||||||||||||||||||
Balance at December 31, 2003 |
43,644 | $ | 447 | $ | 279,173 | $ | 493,115 | $ | (193 | ) | $ | (13,795 | ) | $ | 758,747 | |||||||||||||
Exercise of stock options |
220 | 2 | 1,747 | | | | 1,749 | |||||||||||||||||||||
Stock-based compensation |
25 | 1 | 566 | | | | 567 | |||||||||||||||||||||
Comprehensive income: |
||||||||||||||||||||||||||||
Net income |
| | | 13,548 | | | 13,548 | |||||||||||||||||||||
Change in fair value of derivatives,
net of tax |
| | | | 193 | | 193 | |||||||||||||||||||||
Total comprehensive income |
13,741 | |||||||||||||||||||||||||||
Balance at March 31, 2004 |
43,889 | $ | 450 | $ | 281,486 | $ | 506,663 | $ | | $ | (13,795 | ) | $ | 774,804 | ||||||||||||||
| Accumulated | ||||||||||||||||||||||||||||
| Common Stock |
Additional Paid-in |
Retained | Other Comprehensive |
Treasury | ||||||||||||||||||||||||
| Shares |
Amount |
Capital |
Earnings |
Loss |
Stock |
Total |
||||||||||||||||||||||
Balance at December 31, 2002 |
44,416 | $ | 445 | $ | 277,912 | $ | 387,555 | $ | (1,629 | ) | $ | (795 | ) | $ | 663,488 | |||||||||||||
Exercise of stock options |
28 | | 169 | | | | 169 | |||||||||||||||||||||
Stock-based compensation |
| | 47 | | | | 47 | |||||||||||||||||||||
Comprehensive Income: |
||||||||||||||||||||||||||||
Net income |
| | | 11,837 | | | 11,837 | |||||||||||||||||||||
Change in fair value of derivatives,
net of tax |
| | | | 404 | | 404 | |||||||||||||||||||||
Total comprehensive income |
12,241 | |||||||||||||||||||||||||||
Balance at March 31, 2003 |
44,444 | $ | 445 | $ | 278,128 | $ | 399,392 | $ | (1,225 | ) | $ | (795 | ) | $ | 675,945 | |||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
WCI COMMUNITIES, INC.
| For the three months ended | ||||||||
| March 31, |
||||||||
| 2004 |
2003 |
|||||||
Cash flows from operating activities: |
||||||||
Net income |
$ | 13,548 | $ | 11,837 | ||||
Adjustments to reconcile net income to net cash
used in operating activities: |
||||||||
Deferred income taxes |
8,201 | 4,547 | ||||||
Depreciation and amortization |
3,928 | 3,124 | ||||||
Earnings from investments in joint ventures |
(946 | ) | (1,544 | ) | ||||
Changes in assets and liabilities: |
||||||||
Restricted cash |
(15,873 | ) | (1,584 | ) | ||||
Contracts receivable |
(81,662 | ) | (54,400 | ) | ||||
Mortgages held for sale and accounts receivable |
27,083 | 25,842 | ||||||
Real estate inventories |
(133,233 | ) | (72,929 | ) | ||||
Other assets |
(12,751 | ) | 6,996 | |||||
Accounts payable and other liabilities |
(57,011 | ) | (54,476 | ) | ||||
Customer deposits |
39,485 | 34,701 | ||||||
Net cash used in operating activities |
(209,231 | ) | (97,886 | ) | ||||
Cash flows from investing activities: |
||||||||
Additions to mortgage notes receivable |
(1,943 | ) | (4,204 | ) | ||||
Proceeds from repayment of mortgage notes receivable |
52 | 2,365 | ||||||
Additions to property and equipment, net |
(11,176 | ) | (15,048 | ) | ||||
Contributions to investments in joint ventures, net |
(681 | ) | (1,392 | ) | ||||
Net cash used in investing activities |
(13,748 | ) | (18,279 | ) | ||||
Cash flows from financing activities: |
||||||||
Net borrowings on senior unsecured credit facility |
30,000 | 47,815 | ||||||
Proceeds from borrowings on mortgages and notes payable |
166,624 | 54,453 | ||||||
Repayment of mortgages and notes payable |
(16,023 | ) | (32,335 | ) | ||||
Debt issue costs |
(2,639 | ) | | |||||
Advances on community development district obligations |
1,430 | 20,080 | ||||||
Payments on community development district obligations |
(721 | ) | | |||||
Proceeds from exercise of stock options |
1,749 | 169 | ||||||
Stock-based compensation |
567 | 47 | ||||||
Net cash provided by financing activities |
180,987 | 90,229 | ||||||
Net decrease in cash and cash equivalents |
(41,992 | ) | (25,936 | ) | ||||
Cash and cash equivalents at beginning of year |
95,005 | 49,789 | ||||||
Cash and cash equivalents at end of period |
$ | 53,013 | $ | 23,853 | ||||
Non-cash activity: |
||||||||
Property and equipment transferred to real estate inventories |
$ | 5,107 | $ | | ||||
The accompanying notes are an integral part of these condensed consolidated financial statements
6
WCI COMMUNITIES, INC.
| 1. | Basis of Presentation |
| The condensed consolidated financial statements and notes of WCI Communities, Inc. (the Company) as of March 31, 2004 and for the three months ended March 31, 2004 and 2003 have been prepared by management without audit, pursuant to rules and regulations of the Securities and Exchange Commission and should be read in conjunction with the December 31, 2003 audited financial statements contained in the Companys Annual Report on Form 10-K for the year then ended. In the opinion of management, all normal, recurring adjustments necessary for the fair presentation of such financial information have been included. 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. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. |
| Certain amounts in the prior years financial statements have been reclassified to conform to the current years presentation. In the three months ended March 31, 2003, amortization of previously capitalized interest and real estate taxes has been reclassified from interest expense and real estate tax expense to homebuilding, real estate services and other cost of sales. Equity in earnings from joint ventures and other income have been reclassified from real estate services and other revenues to other income and expenses. Interest income and expense related to mortgage banking has been reclassified from other income and interest expense, respectively, to real estate services net revenue, which is included in real estate services. These reclassifications have no impact on net income. |
| The Company historically has experienced and expects to continue to experience variability in quarterly results. The consolidated statement of income for the three months ended March 31, 2004 is not necessarily indicative of the results to be expected for the full year. |
| 2. | Stock-Based Compensation |
| The Company has elected to use APB 25 and related interpretations in accounting for its stock option plans. No compensation costs are recorded upon issuance or exercise of stock options as the options were issued at the current market price of the stock on the date of grant. Had the Company elected to recognize compensation expense under the fair value method under Statement of Financial Accounting Standards (SFAS) 123, Accounting for Stock Based Compensation, pro forma net income would be as follows: |
7
WCI COMMUNITIES, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)
March 31, 2004
(In thousands, except per share data)
| For the three months ended | ||||||||
| March 31, |
||||||||
| 2004 |
2003 |
|||||||
Net income: |
||||||||
As reported |
$ | 13,548 | $ | 11,837 | ||||
Less: Total stock-based compensation
expense, net of tax |
(609 | ) | (305 | ) | ||||
Pro forma |
$ | 12,939 | $ | 11,532 | ||||
Earnings per share: |
||||||||
As reported |
||||||||
Basic |
$ | .31 | $ | .27 | ||||
Diluted |
$ | .30 | $ | .26 | ||||
Pro forma |
||||||||
Basic |
$ | .30 | $ | .26 | ||||
Diluted |
$ | .28 | $ | .26 | ||||
| These pro forma amounts may not be representative of the effect on pro forma net income in future years, since the estimated fair value of stock options is amortized over the vesting period and additional options may be granted in future years. |
| 3. | Segment Information |
| The Company operates in four principal business segments: Tower Homebuilding; Traditional Homebuilding, which includes sales of lots; Amenity Membership and Operations; and Real Estate Services, which includes real estate brokerage, mortgage banking, title and property management operations. Land sales have been disclosed for purposes of additional analysis. The amount of previously capitalized interest included in cost of sales of each segment, thereby reducing segment gross margin, is also presented for purposes of additional analysis. Asset information by business segment is not presented, since the Company does not prepare such information. |
Three months ended March 31, 2004
| Traditional |
Amenity | Real | ||||||||||||||||||||||||||
| Tower | Membership | Estate | Segment | |||||||||||||||||||||||||
| Homes |
Homes |
Lots |
and Operations |
Services |
Land Sales |
Totals |
||||||||||||||||||||||
Revenues |
$ | 138,665 | $ | 76,387 | $ | 2,047 | $ | 15,077 | $ | 30,135 | $ | 3,002 | $ | 265,313 | ||||||||||||||
Gross margin |
39,573 | 15,660 | 991 | 2,290 | 4,081 | 1,661 | 64,256 | |||||||||||||||||||||
Previously capitalized interest
included in costs of sales |
3,588 | 1,263 | 32 | 25 | | 136 | 5,044 | |||||||||||||||||||||
Three months ended March 31, 2003
| Traditional |
Amenity | Real | ||||||||||||||||||||||||||
| Tower | Membership | Estate | Segment | |||||||||||||||||||||||||
| Homes |
Homes |
Lots |
and Operations |
Services |
Land Sales |
Totals |
||||||||||||||||||||||
Revenues |
$ | 120,505 | $ | 66,867 | $ | 216 | $ | 15,961 | $ | 25,420 | $ | 6,966 | $ | 235,935 | ||||||||||||||
Gross margin |
35,922 | 18,395 | (62 | ) | 2,405 | 3,833 | 4,814 | $ | 65,307 | |||||||||||||||||||
Previously capitalized interest
included in costs of sales |
2,671 | 1,224 | 8 | 17 | | 7 | $ | 3,927 | ||||||||||||||||||||
| See the condensed consolidated statements of income for a reconciliation of total gross margin to income before income taxes for the three months ended March 31, 2004 and 2003. |
8
WCI COMMUNITIES, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)
March 31, 2004
(In thousands, except per share data)
| 4. | Real Estate Inventories |
| Real estate inventories are summarized as follows: |
| March 31, |
December 31, |
|||||||
| 2004 |
2003 |
|||||||
Land and land improvements |
$ | 535,764 | $ | 509,104 | ||||
Investments in amenities |
90,405 | 74,132 | ||||||
Work in progress: |
||||||||
Towers |
235,089 | 162,814 | ||||||
Homes |
201,506 | 141,994 | ||||||
Completed inventories: |
||||||||
Towers |
84,397 | 114,020 | ||||||
Homes |
50,360 | 57,117 | ||||||
Real estate inventories owned |
1,197,521 | 1,059,181 | ||||||
Real estate inventories not owned |
46,685 | 46,685 | ||||||
Total real estate inventories |
$ | 1,244,206 | $ | 1,105,866 | ||||
| Work in progress includes tower units and homes that are finished, sold and ready for delivery and tower units and homes in various stages of construction. Completed inventories consist of model homes used to facilitate sales and tower units and homes that were not subject to a sales contract. Excluding model homes, we had approximately 71 and 112 completed single- and multi-family homes at March 31, 2004 and December 31, 2003, respectively. We had 107 and 139 completed tower residences at March 31, 2004 and December 31, 2003, respectively. |
| 5. | Warranty |
| The Company provides its single- and multi-family home buyers with a one to three year limited warranty for all material and labor and a ten year warranty for certain structural defects. The Company provides its tower home buyers a one year warranty for the unit and three year warranty for common elements of the tower. |
| Since the Company subcontracts its traditional and tower homebuilding work to subcontractors who provide it with an indemnity, claims relating to workmanship and materials are generally the primary responsibility of the subcontractors. Warranty reserves have been established by charging cost of sales and crediting a warranty liability. The amounts charged are estimated by management to be adequate to cover expected warranty-related costs under all unexpired warranty obligation periods. The Companys warranty cost accruals are based upon historical warranty cost experience and are adjusted as appropriate to reflect qualitative risks associated with the types of towers and homes built. The following table presents the activity in the Companys warranty for the quarter ended March 31, 2004: |
9
WCI COMMUNITIES, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)
March 31, 2004
(In thousands, except per share data)
Warranty liability at December 31, 2003 |
$ | 4,785 | ||
Warranty costs accrued and incurred |
2,466 | |||
Warranty costs paid |
(1,987 | ) | ||
Warranty liability at March 31, 2004 |
$ | 5,264 | ||
| 6. | Interest Expense, net |
| The following table is a summary of interest expense, net: |
| For the three months ended | ||||||||
| March 31, |
||||||||
| 2004 |
2003 |
|||||||
Total interest incurred |
$ | 19,288 | $ | 16,736 | ||||
Debt issue cost amortization |
842 | 711 | ||||||
Interest capitalized |
(11,740 | ) | (8,642 | ) | ||||
Interest expense, net |
$ | 8,390 | $ | 8,805 | ||||
Previously capitalized interest
included in costs of sales |
$ | 5,044 | $ | 3,927 | ||||
| 7. | Variable Interest Entities |
| In December 2003, the Financial Accounting Standards Board issued Interpretation 46-R (FIN 46-R), Consolidation of Variable Interest Entities (VIEs), an interpretation of ARB 51. A VIE is created when (i) the equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support from other parties or (ii) equity holders either (a) lack direct or indirect ability to make decisions about the entity, (b) are not obligated to absorb expected losses of the entity or (c) do not have the right to receive expected residual returns of the entity if they occur. The Interpretation requires the consolidation of entities in which an enterprise absorbs a majority of the entitys expected losses, receives a majority of the entitys expected residual returns, or both, as a result of ownership, contractual or other financial interests in the entity. |