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 February 29, 2004.
or
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
For the transition period from [ ] to [ ].
Commission File No. 1-9195
KB HOME
| Delaware (State of incorporation) |
95-3666267 (IRS employer identification number) |
10990 Wilshire Boulevard
Los Angeles, California 90024
(310) 231-4000
(Address and telephone number of principal executive offices)
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 o
INDICATE BY CHECK MARK WHETHER THE REGISTRANT IS AN ACCELERATED FILER (AS DEFINED IN RULE 12b-2 OF THE EXCHANGE ACT).
Yes x No o
INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE REGISTRANTS CLASSES OF COMMON STOCK AS OF FEBRUARY 29, 2004.
Common stock, par value $1.00 per share, 46,713,954 shares outstanding, including 7,419,320 shares held by the Registrants Grantor Stock Ownership Trust and excluding 7,448,100 shares held in treasury.
KB HOME
FORM 10-Q
INDEX
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
KB HOME
CONSOLIDATED STATEMENTS OF INCOME
(In Thousands, Except Per Share Amounts Unaudited)
| Three Months Ended |
||||||||
| February 29, | February 28, | |||||||
| 2004 |
2003 |
|||||||
Total revenues |
$ | 1,353,409 | $ | 1,094,950 | ||||
Construction: |
||||||||
Revenues |
$ | 1,341,879 | $ | 1,081,426 | ||||
Construction and land costs |
(1,043,068 | ) | (848,029 | ) | ||||
Selling, general and administrative expenses |
(179,332 | ) | (146,676 | ) | ||||
Operating income |
119,479 | 86,721 | ||||||
Interest income |
1,189 | 758 | ||||||
Interest expense, net of amounts capitalized |
(4,521 | ) | (10,446 | ) | ||||
Minority interests |
(8,706 | ) | (2,075 | ) | ||||
Equity in pretax income of unconsolidated joint ventures |
1,237 | 168 | ||||||
Construction pretax income |
108,678 | 75,126 | ||||||
Mortgage banking: |
||||||||
Revenues: |
||||||||
Interest income |
2,565 | 4,455 | ||||||
Other |
8,965 | 9,069 | ||||||
| 11,530 | 13,524 | |||||||
Expenses: |
||||||||
Interest |
(1,063 | ) | (2,170 | ) | ||||
General and administrative |
(8,437 | ) | (7,641 | ) | ||||
Mortgage banking pretax income |
2,030 | 3,713 | ||||||
Total pretax income |
110,708 | 78,839 | ||||||
Income taxes |
(36,500 | ) | (26,000 | ) | ||||
Net income |
$ | 74,208 | $ | 52,839 | ||||
Basic earnings per share |
$ | 1.90 | $ | 1.32 | ||||
Diluted earnings per share |
$ | 1.75 | $ | 1.25 | ||||
Basic average shares outstanding |
39,157 | 40,175 | ||||||
Diluted average shares outstanding |
42,356 | 42,279 | ||||||
Cash dividends per common share |
$ | .250 | $ | .075 | ||||
See accompanying notes.
3
KB HOME
CONSOLIDATED BALANCE SHEETS
(In Thousands Unaudited)
| February 29, | November 30, | |||||||
| 2004 |
2003 |
|||||||
ASSETS |
||||||||
Construction: |
||||||||
Cash and cash equivalents |
$ | 160,599 | $ | 116,555 | ||||
Trade and other receivables |
432,569 | 430,266 | ||||||
Inventories |
3,216,485 | 2,883,482 | ||||||
Investments in unconsolidated joint ventures |
36,357 | 32,797 | ||||||
Deferred income taxes |
162,360 | 165,896 | ||||||
Goodwill |
238,211 | 228,999 | ||||||
Other assets |
139,415 | 124,751 | ||||||
| 4,385,996 | 3,982,746 | |||||||
Mortgage banking: |
||||||||
Cash and cash equivalents |
68,578 | 21,564 | ||||||
Receivables: |
||||||||
First mortgages and mortgage-backed securities |
6,802 | 7,707 | ||||||
First mortgages held under commitments of sale and other
receivables |
154,587 | 211,825 | ||||||
Other assets |
12,603 | 12,017 | ||||||
| 242,570 | 253,113 | |||||||
Total assets |
$ | 4,628,566 | $ | 4,235,859 | ||||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||
Construction: |
||||||||
Accounts payable |
$ | 623,450 | $ | 554,387 | ||||
Accrued expenses and other liabilities |
493,912 | 574,527 | ||||||
Mortgages and notes payable |
1,565,706 | 1,253,932 | ||||||
| 2,683,068 | 2,382,846 | |||||||
Mortgage banking: |
||||||||
Accounts payable and accrued expenses |
35,266 | 31,858 | ||||||
Notes payable |
125,747 | 132,225 | ||||||
Collateralized mortgage obligations secured by
mortgage-backed securities |
4,313 | 6,848 | ||||||
| 165,326 | 170,931 | |||||||
Minority interests in consolidated subsidiaries and joint ventures |
98,429 | 89,231 | ||||||
Common stock |
54,162 | 54,077 | ||||||
Paid-in capital |
549,622 | 538,241 | ||||||
Retained earnings |
1,526,733 | 1,462,342 | ||||||
Accumulated other comprehensive income |
47,078 | 38,488 | ||||||
Deferred compensation |
(7,146 | ) | (7,512 | ) | ||||
Grantor stock ownership trust, at cost |
(161,253 | ) | (165,332 | ) | ||||
Treasury stock, at cost |
(327,453 | ) | (327,453 | ) | ||||
Total stockholders equity |
1,681,743 | 1,592,851 | ||||||
Total liabilities and stockholders equity |
$ | 4,628,566 | $ | 4,235,859 | ||||
See accompanying notes.
4
KB HOME
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands Unaudited)
| Three Months Ended |
||||||||
| February 29, | February 28, | |||||||
| 2004 |
2003 |
|||||||
Cash flows from operating activities: |
||||||||
Net income |
$ | 74,208 | $ | 52,839 | ||||
Adjustments to reconcile net income to net cash provided (used)
by operating activities: |
||||||||
Equity in pretax income of unconsolidated joint ventures |
(1,237 | ) | (168 | ) | ||||
Minority interests |
8,706 | 2,075 | ||||||
Amortization of discounts and issuance costs |
407 | 1,109 | ||||||
Depreciation and amortization |
5,233 | 4,969 | ||||||
Provision for deferred income taxes |
3,536 | 891 | ||||||
Change in assets and liabilities, net of effects from acquisition: |
||||||||
Receivables |
55,403 | 285,330 | ||||||
Inventories |
(267,273 | ) | (119,347 | ) | ||||
Accounts payable, accrued expenses and other liabilities |
(18,650 | ) | (143,383 | ) | ||||
Other, net |
(1,829 | ) | (28,926 | ) | ||||
Net cash provided (used) by operating activities |
(141,496 | ) | 55,389 | |||||
Cash flows from investing activities: |
||||||||
Acquisition, net of cash acquired |
(46,857 | ) | ||||||
Investments in unconsolidated joint ventures |
(2,323 | ) | (3,735 | ) | ||||
Net sales of mortgages held for long-term investment |
139 | 3,865 | ||||||
Payments received on first mortgages and mortgage-backed securities |
766 | 1,401 | ||||||
Purchases of property and equipment, net |
(4,117 | ) | (2,087 | ) | ||||
Net cash used by investing activities |
(52,392 | ) | (556 | ) | ||||
Cash flows from financing activities: |
||||||||
Net proceeds from (payments on) credit agreements and other
short-term borrowings |
35,878 | (253,681 | ) | |||||
Proceeds from issuance of senior subordinated notes |
295,332 | |||||||
Proceeds from issuance of senior notes |
248,685 | |||||||
Redemption of senior subordinated notes |
(129,016 | ) | ||||||
Payments on collateralized mortgage obligations |
(2,535 | ) | (1,241 | ) | ||||
Payments on mortgages, land contracts and other loans |
(3,302 | ) | (26,057 | ) | ||||
Issuance of common stock under employee stock plans |
15,545 | 13,277 | ||||||
Payments from (to) minority interests |
492 | (2,829 | ) | |||||
Payments of cash dividends |
(9,817 | ) | (3,029 | ) | ||||
Repurchases of common stock |
(23,789 | ) | ||||||
Net cash provided (used) by financing activities |
284,946 | (131,033 | ) | |||||
Net increase (decrease) in cash and cash equivalents |
91,058 | (76,200 | ) | |||||
Cash and cash equivalents at beginning of period |
138,119 | 329,985 | ||||||
Cash and cash equivalents at end of period |
$ | 229,177 | $ | 253,785 | ||||
Supplemental disclosures of cash flow information: |
||||||||
Interest paid, net of amounts capitalized |
$ | 19,492 | $ | 21,853 | ||||
Income taxes paid |
$ | 20,342 | $ | 17,553 | ||||
Supplemental disclosures of noncash activities: |
||||||||
Cost of inventories acquired through seller financing |
$ | 16,331 | $ | 16,978 | ||||
Inventory of consolidated variable interest entities |
$ | 8,995 | $ | |||||
See accompanying notes.
5
KB HOME
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
| 1. | Basis of Presentation and Significant Accounting Policies | |||
| The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and the rules and regulations of the Securities and Exchange Commission. Accordingly, certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. | ||||
| In the opinion of the Company, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the Companys financial position as of February 29, 2004, the results of its consolidated operations for the three months ended February 29, 2004 and February 28, 2003, and its consolidated cash flows for the three months ended February 29, 2004 and February 28, 2003. The results of operations for the three months ended February 29, 2004 are not necessarily indicative of the results to be expected for the full year. The consolidated balance sheet at November 30, 2003 has been taken from the audited financial statements as of that date. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended November 30, 2003 contained in the Companys 2003 Annual Report to Stockholders. | ||||
| Segment information | ||||
| The Company has identified two reportable segments: construction and mortgage banking. Information for the Companys reportable segments is presented in its consolidated statements of income and consolidated balance sheets included herein. The Companys reporting segments follow the same accounting policies used for the Companys consolidated financial statements. Management evaluates a segments performance based upon a number of factors including pretax results. | ||||
| Stock based compensation | ||||
| The Company has elected to account for stock-based compensation using the intrinsic value method as prescribed by Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees and related interpretations and, therefore, recorded no compensation expense in the determination of net income during the three-month periods ended February 29, 2004 and February 28, 2003. The following table illustrates the effect on net income and earnings per share if the fair value method had been applied to all outstanding and unvested awards in the three-month periods ended February 29, 2004 and February 28, 2003 (in thousands, except per share amounts): | ||||
| Three Months Ended |
||||||||
| February 29, | February 28, | |||||||
| 2004 |
2003 |
|||||||
Net income-as reported |
$ | 74,208 | $ | 52,839 | ||||
Deduct stock-based compensation
expense determined using the fair
value method, net of related tax
effects |
(3,034 | ) | (3,394 | ) | ||||
Pro forma net income |
$ | 71,174 | $ | 49,445 | ||||
Earnings per share: |
||||||||
Basic-as reported |
$ | 1.90 | $ | 1.32 | ||||
Basic-pro forma |
1.82 | 1.23 | ||||||
Diluted-as reported |
1.75 | 1.25 | ||||||
Diluted-pro forma |
1.70 | 1.19 | ||||||
6
KB HOME
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
| 1. | Basis of Presentation and Significant Accounting Policies (continued) | |||
| Earnings per share | ||||
| Basic earnings per share is calculated by dividing net income by the average number of common shares outstanding for the period. Diluted earnings per share is calculated by dividing net income by the average number of common shares outstanding including all dilutive potentially issuable shares under various stock option plans and stock purchase contracts. | ||||
| The following table presents a reconciliation of average shares outstanding (in thousands): | ||||
| Three Months Ended |
||||||||
| February 29, | February 28, | |||||||
| 2004 |
2003 |
|||||||
Basic average shares outstanding |
39,157 | 40,175 | ||||||
Net effect of stock options assumed to be exercised |
3,199 | 2,104 | ||||||
Diluted average shares outstanding |
42,356 | 42,279 | ||||||
| Comprehensive income | ||||
| The following table presents the components of comprehensive income (in thousands): | ||||
| Three Months Ended |
||||||||
| February 29, | February 28, | |||||||
| 2004 |
2003 |
|||||||
Net income |
$ | 74,208 | $ | 52,839 | ||||
Foreign currency translation adjustments |
8,590 | (9,949 | ) | |||||
Net unrealized loss on hedges |
(6,124 | ) | ||||||
Comprehensive income |
$ | 82,798 | $ | 36,766 | ||||
| The accumulated balances of other comprehensive income in the balance sheets as of February 29, 2004 and November 30, 2003 are comprised solely of cumulative foreign currency translation adjustments of $47.1 million and $38.5 million, respectively. | ||||
| 2. | Inventories | |||
| Inventories consist of the following (in thousands): | ||||
| February 29, | November 30, | |||||||
| 2004 |
2003 |
|||||||
Homes, lots and improvements in production |
$ | 2,589,111 | $ | 2,325,136 | ||||
Land under development |
627,374 | 558,346 | ||||||
Total inventories |
$ | 3,216,485 | $ | 2,883,482 | ||||
7
KB HOME
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
| 2. | Inventories (continued) | |||
| The Companys interest costs are as follows (in thousands): | ||||
| Three Months Ended |
||||||||
| February 29, | February 28, | |||||||
| 2004 |
2003 |
|||||||
Capitalized interest, beginning of period |
$ | 122,741 | $ | 97,096 | ||||
Interest incurred |
30,600 | 30,768 | ||||||
Interest expensed |
(4,521 | ) | (10,446 | ) | ||||
Interest amortized |
(15,720 | ) | (14,461 | ) | ||||
Capitalized interest, end of period |
$ | 133,100 | $ | 102,957 | ||||
| 3. | Consolidation of Variable Interest Entities | |||
| In January 2003, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 46, Consolidation of Variable Interest Entities (FASB Interpretation No. 46). FASB Interpretation No. 46 is intended to clarify the application of Accounting Research Bulletin No. 51, Consolidated Financial Statements, to certain entities (referred to as variable interest entities or VIEs) in which equity investors do not have the characteristics of a controlling interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. Pursuant to FASB Interpretation No. 46, an enterprise that absorbs a majority of the VIEs expected losses, receives a majority of the VIEs expected residual returns, or both, is determined to be the primary beneficiary of the VIE and must consolidate the entity. FASB Interpretation No. 46 applied immediately to VIEs created after January 31, 2003. For VIEs created on or before January 31, 2003, FASB Interpretation No. 46 is effective no later than the first interim or annual period ending after March 15, 2004. | ||||
| In the ordinary course of its business, the Company enters into land option contracts in order to procure land for the construction of homes. Under such land option contracts, the Company will fund a specified option deposit or earnest money deposit in consideration for the right to purchase land in the future, usually at a predetermined price. Under the requirements of FASB Interpretation No. 46, certain of the Companys land option contracts may create a variable interest for the Company, with the land seller being identified as a VIE. | ||||
| In compliance with FASB Interpretation No. 46, the Company analyzed its land option contracts and other contractual arrangements entered into after January 31, 2003 and has consolidated the fair value of certain VIEs from which the Company is purchasing land under option contracts. The consolidation of these VIEs, where the Company was determined to be the primary beneficiary, added $36.4 million to inventory and other liabilities in the Companys consolidated balance sheet at February 29, 2004. The Companys cash deposits related to these land option contracts totaled $1.9 million at February 29, 2004. Creditors, if any, of these VIEs have no recourse against the Company. As of February 29, 2004, excluding consolidated VIEs, the Company had cash deposits and/or letters of credit totaling $107.6 million which were associated with land option contracts having an aggregate purchase price of $1.99 billion. The Company is in the process of evaluating contracts entered into on or before January 31, 2003 in order to assess the extent of its interests. Depending upon the specific terms or conditions of such entities, the Company may be required to consolidate other VIEs in subsequent periods. This evaluation will be completed for the quarter ending May 31, 2004. | ||||
8
KB HOME
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
| 4. | Goodwill | |||
| The changes in the carrying amount of goodwill for the three months ended February 29, 2004, by segment, are as follows (in thousands): | ||||
| Mortgage | ||||||||||||
| Construction |
Banking |
Total |
||||||||||
Goodwill, November 30, 2003 |
$ | 228,999 | $ | $ | 228,999 | |||||||
Goodwill acquired |
6,958 | 6,958 | ||||||||||
Foreign currency translation |
2,254 | 2,254 | ||||||||||
Goodwill, February 29, 2004 |
$ | 238,211 | $ | $ | 238,211 | |||||||
| 5. | Accounting for Derivative Instruments and Hedging Activities | |||
| To meet the financing needs of its customers, the Companys mortgage banking subsidiary is party to interest rate lock commitments (IRLCs), which are extended to borrowers who have applied for funding and meet certain defined credit and underwriting criteria. In accordance with Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities (SFAS No. 133), the Companys mortgage banking subsidiary classifies and accounts for IRLCs as non-designated derivative instruments at fair value with gains and losses recorded to earnings. | ||||
| In the normal course of business and pursuant to its risk management policy, the Companys mortgage banking subsidiary uses derivative financial instruments to reduce its exposure to fluctuations in interest rates. When interest rates rise, loans held for sale and any applications in process with locked-in interest rates decline in value. To preserve the value of such loans, the mortgage banking operations enter into mortgage forward delivery contracts and non-mandatory commitments to minimize the impact of movements in market interest rates on the mortgage loans held for sale and IRLCs. | ||||
| On May 31, 2003, the Companys mortgage banking subsidiary elected to discontinue its accounting for derivative instruments as cash flow hedges. Accordingly, all derivative instruments as of June 1, 2003 are carried in the balance sheet at fair value, with changes in the value recorded directly to earnings. Prior to this election, the mortgage forward delivery contracts and non-mandatory commitments were designated as cash flow hedges and changes in the fair value of these instruments were recognized in other comprehensive income until such time that earnings were affected by the underlying hedged item. The Company intends to designate mortgage forward delivery contracts and non-mandatory commitments as fair value hedges in the third quarter of fiscal year 2004. The Company believes this designation will not materially impact its financial position or results of operations. | ||||
| The following table summarizes the interest rate sensitive instruments of the mortgage banking operations (in thousands): | ||||
| February 29, 2004 |
November 30, 2003 |
|||||||||||||||
| Notional | Fair | Notional | Fair | |||||||||||||
| Amount |
Value |
Amount |
Value |
|||||||||||||
Instruments: |
||||||||||||||||
Loans held for sale |
$ | 133,230 | $ | 133,230 | $ | 197,627 | $ | 197,605 | ||||||||
Forward delivery contracts |
157,750 | (780 | ) | 290,915 | 152 | |||||||||||
IRLCs |
74,546 | 489 | 60,282 | 78 | ||||||||||||
9
KB HOME
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
| 6. | Mortgages and Notes Payable | |||
| On January 28, 2004, the Company issued $250.0 million of 5 3/4% senior notes ($250.0 Million Senior Notes) at 99.474% of the principal amount of the notes in a private placement. The notes, which are due February 1, 2014, with interest payable semi-annually, represent senior unsecured obligations of the Company and rank equally in right of payment with all of the Companys existing and future senior unsecured indebtedness. The $250.0 Million Senior Notes may be redeemed, in whole at any time or from time to time in part, at a price equal to 100% of their principal amount, plus a premium, plus accrued and unpaid interest to the applicable redemption date. The $250.0 Million Senior Notes are unconditionally guaranteed jointly and severally by certain of the Companys domestic operating subsidiaries (Guarantor Subsidiaries), on a senior unsecured basis. The Company used all of the net proceeds from the issuance of the $250.0 Million Senior Notes to repay borrowings outstanding under its $1.00 billion unsecured revolving credit facility ($1 Billion Credit Facility). The Company has agreed to file a registration statement with the Securities and Exchange Commission relating to an offer to exchange the $250.0 Million Senior Notes for registered notes issued by the Company on substantially identical terms, except that they will be fully transferable. | ||||
| 7. | Commitments and Contingencies | |||
| The Company provides a limited warranty on all of its homes. The specific terms and conditions of warranties vary depending upon the market in which the Company does business. For homes sold in the United States, the Company generally provides a structural warranty of 10 years, a warranty on electrical, heating, cooling, plumbing and other building systems each varying from two to five years based on geographic market and state law, and a warranty of one year for other components of the home such as appliances. The Company estimates the costs that may be incurred under each limited warranty and records a liability in the amount of such costs at the time the revenue associated with the sale of each home is recognized. Factors that affect the Companys warranty liability include the number of homes sold, historical and anticipated rates of warranty claims, and cost per claim. The Company periodically assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary. | ||||
| Changes in the Companys warranty liability are as follows (in thousands): | ||||
| Three Months Ended |
||||||||
| February 29, | February 28, | |||||||
| 2004 |
2003 |
|||||||
Balance, beginning of period |
$ | 76,948 | $ | 58,048 | ||||
Warranties issued |
12,457 | 13,067 | ||||||
Payments and adjustments |
(8,798 | ) | (9,399 | ) | ||||
Balance, end of period |
$ | 80,607 | $ | 61,716 | ||||
| In the normal course of its business, the Company issues certain representations, warranties and guarantees related to its home sales, land sales, commercial construction and mortgage loan originations that may be affected by FASB Interpretation No. 45, Guarantors Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others. Based on historical evidence, the Company does not believe any of these representations, warranties or guarantees would result in a material effect on its financial condition or results of operations. | ||||
| The Company is often required to obtain bonds and letters of credit in support of its related obligations with respect to subdivision improvement, homeowners association dues, start-up expenses, warranty work, contractors license fees and earnest money deposits, among other things. At February 29, 2004, the Company had outstanding approximately $712.3 million and $112.6 million of performance bonds and letters of credit, respectively. In the event any such bonds or letters of credit are called, the Company would be obligated to reimburse the issuer of the bond or letter of credit. However, the Company does not believe that any currently outstanding bonds or letters of credit are likely to be called. | ||||
10
KB HOME
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
| 7. | Commitments and Contingencies (continued) | |||
| The Company conducts a portion of its land acquisition, development and other activities through its participation in joint ventures in which the Company holds less than a majority interest. The Companys investment in these unconsolidated joint ventures was $36.4 million at February 29, 2004. These joint ventures had secured construction debt of approximately $76.5 million outstanding at February 29, 2004. The Company does not typically guarantee the debt of joint ventures. | ||||
| Borrowings outstanding and letters of credit issued under the Companys $1 Billion Credit Facility are guaranteed by the Guarantor Subsidiaries. As of February 29, 2004, such borrowings and letters of credit totaled $131.2 million and $112.5 million, respectively. | ||||
| 8. | Stockholders Equity | |||
| On December 5, 2003, the Companys board of directors increased the annual cash dividend on the Companys common stock to $1.00 per share from $.30 per share. The first quarterly dividend at the increased rate of $.25 per share was paid on February 25, 2004 to shareholders of record on February 11, 2004. | ||||
| 9. | Acquisition | |||
| On January 6, 2004, the Company acquired Palmetto Traditional Homes (Palmetto), a privately-held builder of single-family homes in several metropolitan areas of South Carolina, including Charleston and Columbia. The Palmetto acquisition marks the Companys entry into South Carolina. The results of Palmetto were reflected as part of the Companys Southeast region operations as of the acquisition date. The pro forma results of the Company for the three months ended February 29, 2004 and February 28, 2003, assuming the acquisition had been made at the beginning of each period, would not be materially different from reported results. | ||||
| 10. | Recent Accounting Pronouncement | |||
| On March 9, 2004, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 105, Application of Accounting Principles to Loan Commitments (SAB No. 105), which provides guidance regarding IRLCs that are accounted for as derivative instruments under SFAS No. 133. In SAB No. 105, the Securities and Exchange Commission stated that the value of expected future cash flows related to servicing rights and other intangible components should be excluded when determining the fair value of derivative IRLCs and such value should not be recognized until the underlying loans are sold. This guidance must be applied to IRLCs initiated after March 31, 2004. The Companys current accounting policy for fair value determination of IRLCs requires consideration of the terms of the individual IRLCs in comparison to available market rates. The value of servicing rights and other intangible components representing potential economic gains the Company expects to receive upon disposition of its funded loans is not included in the determination of the fair value of IRLCs throughout the period IRLCs are outstanding. Accordingly, the Company believes that implementation of SAB No. 105 will not have a material impact on its results of operations. | ||||
| 11. | Supplemental Guarantor Information | |||
| The Companys obligation to pay principal, premium, if any, and interest under certain debt instruments are guaranteed on a joint and several basis by the Guarantor Subsidiaries. The guarantees are full and unconditional and the Guarantor Subsidiaries are 100% owned by KB Home. The Company has determined that separate, full financial statements of the Guarantor Subsidiaries would not be material to investors and, accordingly, supplemental financial information for the Guarantor Subsidiaries is presented. | ||||
11
KB HOME
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
| 11. | Supplemental Guarantor Information (continued) | |||