-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, O21ThkD2Jewy+HLR8oc0VPXSELYOIm9pxMqKeqK7Qcgtb2hIf9OyCd6AXeYfGUIC 5qBGoWN8zAUMAt3sDWAciQ== /in/edgar/work/0000950147-00-500095/0000950147-00-500095.txt : 20001115 0000950147-00-500095.hdr.sgml : 20001115 ACCESSION NUMBER: 0000950147-00-500095 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20000930 FILED AS OF DATE: 20001114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MERITAGE CORP CENTRAL INDEX KEY: 0000833079 STANDARD INDUSTRIAL CLASSIFICATION: [6798 ] IRS NUMBER: 860611231 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-09977 FILM NUMBER: 766360 BUSINESS ADDRESS: STREET 1: 6613 N SCOTTSDALE RD STREET 2: STE 200 CITY: SCOTTSDALE STATE: AZ ZIP: 85250 BUSINESS PHONE: 6029988700 MAIL ADDRESS: STREET 1: 6613 NORTH SCOTTSDALE ROAD STREET 2: SUITE200 CITY: SCOTTSDALE STATE: AZ ZIP: 85250 FORMER COMPANY: FORMER CONFORMED NAME: MONTEREY HOMES CORP DATE OF NAME CHANGE: 19970113 FORMER COMPANY: FORMER CONFORMED NAME: HOMEPLEX MORTGAGE INVESTMENTS CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: EMERALD MORTGAGE INVESTMENTS CORP DATE OF NAME CHANGE: 19900502 10-Q 1 e-5667.txt QUARTERLY REPORT FOR THE QTR ENDED 9/30/00 ================================================================================ 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 SEPTEMBER 30, 2000 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER 1-9977 MERITAGE CORPORATION (Exact Name of Registrant as Specified in Its Charter) Maryland 86-0611231 (State or Other Jurisdiction (I.R.S. Employer of Incorporation or Organization) Identification No.) 6613 North Scottsdale Road, Suite 200 Scottsdale, Arizona 85250 (Address of Principal Executive Offices) (Zip Code) (480) 998-8700 (Registrant's Telephone Number, Including Area Code) 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 [ ]. As of October 10, 2000, 4,827,209 shares of Meritage Corporation common stock were outstanding. ================================================================================ MERITAGE CORPORATION FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2000 TABLE OF CONTENTS PAGE ---- PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS Condensed Consolidated Balance Sheets as of September 30, 2000 and December 31, 1999........................ 3 Condensed Consolidated Statements of Earnings for the Three and Nine Month Periods ended September 30, 2000 and 1999........ 4 Condensed Consolidated Statements of Cash Flows for the Nine Month Periods ended September 30, 2000 and 1999................. 5 Notes to Condensed Consolidated Financial Statements............ 6 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS............................. 10 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK..................................................... 13 PART II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K................................ 14 SIGNATURES ................................................................. S-1 2 PART I FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS MERITAGE CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (DOLLARS IN THOUSANDS) SEPTEMBER 30, DECEMBER 31, 2000 1999 --------- --------- (UNAUDITED) ASSETS Cash and cash equivalents $ 1,578 $ 13,422 Real estate under development 222,464 171,012 Deposits on real estate under option or contract 19,094 15,700 Receivables 1,619 1,643 Deferred tax asset 670 699 Goodwill 17,941 18,742 Property and equipment, net 4,727 4,040 Other assets 1,676 1,301 --------- --------- Total Assets $ 269,769 $ 226,559 ========= ========= LIABILITIES Accounts payable and accrued liabilities $ 44,248 $ 41,950 Customer deposits on sales contracts 12,561 8,261 Notes payable 106,567 85,937 --------- --------- Total Liabilities 163,376 136,148 --------- --------- STOCKHOLDERS' EQUITY Common stock, par value $.01 per share; 50,000,000 Shares authorized; issued and outstanding - 5,612,362 shares at September 30, 2000, and 5,474,906 shares at December 31, 1999 56 55 Additional paid-in capital 101,043 100,407 Accumulated earnings (deficit) 15,704 (8,149) Less cost of shares held in treasury (785,153 shares at September 30, 2000, and 186,000 shares at December 31, 1999) (10,410) (1,902) --------- --------- Total Stockholders' Equity 106,393 90,411 --------- --------- Total Liabilities and Stockholders' Equity $ 269,769 $ 226,559 ========= ========= See accompanying notes to condensed consolidated financial statements 3 MERITAGE CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED) (DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, ----------------------- ----------------------- 2000 1999 2000 1999 --------- --------- --------- --------- Home sales revenue $ 134,464 $ 76,786 $ 346,919 $ 204,584 Land sales revenue 944 0 2,601 155 --------- --------- --------- --------- 135,408 76,786 349,520 204,739 Cost of home sales (105,574) (62,232) (276,924) (164,295) Cost of land sales (851) 0 (2,321) (69) --------- --------- --------- --------- (106,425) (62,232) (279,245) (164,364) Home sales gross profit 28,890 14,554 69,995 40,289 Land sales gross profit 93 0 280 86 --------- --------- --------- --------- 28,983 14,554 70,275 40,375 Commissions and other sales costs (7,291) (4,572) (19,528) (12,480) General and administrative expense (5,363) (3,531) (14,212) (10,356) Interest expense (2) (2) (6) (4) Other income, net 319 362 1,273 1,395 --------- --------- --------- --------- Earnings before income taxes 16,646 6,811 37,802 18,930 Income taxes (6,137) (2,784) (13,949) (8,037) --------- --------- --------- --------- Net earnings $ 10,509 $ 4,027 $ 23,853 $ 10,893 ========= ========= ========= ========= Basic earnings per share $ 2.06 $ .74 $ 4.57 $ 2.00 ========= ========= ========= ========= Diluted earnings per share $ 1.85 $ .67 $ 4.15 $ 1.80 ========= ========= ========= =========
See accompanying notes to condensed consolidated financial statements. 4 MERITAGE CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (DOLLARS IN THOUSANDS)
NINE MONTHS ENDED SEPTEMBER 30, -------------------------- 2000 1999 --------- --------- CASH FLOWS FROM OPERATING ACTIVITIES: Net earnings $ 23,853 $ 10,893 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 2,320 1,608 Stock option compensation expense 73 445 Decrease in deferred tax asset 28 6,363 Increase in real estate under development (51,452) (75,393) Increase in deposits on real estate under option or contract (3,394) (6,327) (Increase) decrease in receivables and other assets (350) 39 Increase in accounts payable and accrued liabilities 7,455 1,639 Increase in customer deposits on sales contracts 4,300 2,511 --------- --------- Net cash used in operating activities (17,167) (58,222) --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES: Cash paid for merger/acquisition (5,158) (6,967) Purchases of property and equipment (2,206) (2,273) --------- --------- Net cash used in investing activities (7,364) (9,240) --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings 318,723 213,469 Repayment of borrowings (298,093) (154,940) Purchase of treasury shares (8,507) (113) Proceeds from employee stock options exercised 564 495 --------- --------- Net cash provided by financing activities 12,687 58,911 --------- --------- Net decrease in cash and cash equivalents (11,844) (8,551) Cash and cash equivalents at beginning of period 13,422 12,387 --------- --------- Cash and cash equivalents at end of period $ 1,578 $ 3,836 ========= =========
See accompanying notes to condensed consolidated financial statements 5 MERITAGE CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION We develop, construct and sell new high-quality, single-family homes in the semi-custom luxury, move-up and entry-level markets. We operate in the Dallas/Fort Worth, Austin and Houston, Texas markets as Legacy Homes, in the Phoenix and Tucson, Arizona metropolitan markets under the Monterey Homes and Meritage Homes of Arizona brand names, and in the San Francisco Bay and Sacramento, California markets as Meritage Homes of Northern California. BASIS OF PRESENTATION. The consolidated financial statements include the accounts of Meritage Corporation and its subsidiaries. Intercompany balances and transactions have been eliminated in consolidation and certain prior period amounts have been reclassified to be consistent with current financial statement presentation. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary to fairly present our financial position and results of operations for the periods presented. The results of operations for any interim period are not necessarily indicative of results to be expected for a full fiscal year. NOTE 2 - REAL ESTATE UNDER DEVELOPMENT AND CAPITALIZED INTEREST Real estate under development consisted of the following (in thousands): SEPTEMBER 30, DECEMBER 31, 2000 1999 -------- -------- Homes under contract, in production $110,654 $ 71,987 Finished home sites and home sites under development 82,370 63,610 Model homes and homes held for resale 24,392 31,797 Land held for development 5,048 3,618 -------- -------- $222,464 $171,012 ======== ======== We capitalize certain interest costs incurred during development and construction. Capitalized interest is allocated to real estate under development and charged to cost of sales when the property is delivered. Summaries of interest capitalized and interest expensed follow (in thousands):
QUARTER ENDED NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, ------------------- ------------------- 2000 1999 2000 1999 ------- ------- ------- ------- Beginning unamortized capitalized interest $ 4,911 $ 2,653 $ 3,971 $ 1,982 Interest capitalized 2,975 1,942 7,617 4,541 Amortized in cost of home and land sales (2,203) (1,118) (5,905) (3,046) ------- ------- ------- ------- Ending unamortized capitalized interest $ 5,683 $ 3,477 $ 5,683 $ 3,477 ======= ======= ======= ======= Interest incurred $ 2,977 $ 1,944 $ 7,623 $ 4,545 Interest capitalized (2,975) (1,942) (7,617) (4,541) ------- ------- ------- ------- Interest expensed $ 2 $ 2 $ 6 $ 4 ======= ======= ======= =======
6 MERITAGE CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) (UNAUDITED) NOTE 3 - NOTES PAYABLE Notes payable consist of the following (in thousands): SEPTEMBER 30, DECEMBER 31, 2000 1999 -------- ------- $100 million bank revolving construction line of credit, interest payable monthly approximating prime (9.5% at September 30, 2000) or LIBOR (90 day LIBOR 6.8% at September 30, 2000), plus 1.75% payable December 31, 2001, secured by first deeds of trust on real estate $ 71,807 $36,180 $65 million bank revolving construction line of credit, interest payable monthly approximating prime or LIBOR plus 2.0%, payable at the earlier of close of escrow, maturity date of individual homes within the line or July 31, 2001, secured by first deeds of trust on real estate 16,164 26,104 $15 million unsecured bank revolving line of credit, interest payable monthly at prime, matured January 17, 2000 -- 6,000 Acquisition and development credit facilities and seller carry back financing totaling $5.7 million, interest payable monthly, ranging from prime to prime plus .25% or at a fixed 10% per annum rate; payable at the earlier of funding of construction financing or the maturity date of the individual projects, secured by first deeds of trust on real estate 3,580 2,627 Senior unsecured notes, maturing September 15, 2005, annual interest of 9.10% payable quarterly, principal payable in three equal installments on September 15, 2003, 2004 and 2005 15,000 15,000 Other 16 26 -------- ------- Total $106,567 $85,937 ======== ======= 7 MERITAGE CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) (UNAUDITED) NOTE 4 - EARNINGS PER SHARE INFORMATION A summary of the reconciliation from basic earnings per share to diluted earnings per share for the three and nine months ended September 30, 2000 and 1999 follows (in thousands, except per share amounts):
QUARTER ENDED NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, ------------------ ------------------- 2000 1999 2000 1999 ------- ------ ------- ------- Net earnings $10,509 $4,027 $23,853 $10,893 Basic EPS - Weighted average shares outstanding 5,097 5,463 5,224 5,448 ------- ------ ------- ------- Basic earnings per share $ 2.06 $ .74 $ 4.57 $ 2.00 ======= ====== ======= ======= Basic EPS - Weighted average shares outstanding 5,097 5,463 5,224 5,448 Effect of dilutive securities: Contingent shares and warrants -- 70 25 83 Stock options 582 491 496 527 ------- ------ ------- ------- Dilutive EPS - Weighted average shares outstanding 5,679 6,024 5,745 6,058 ------- ------ ------- ------- Diluted earnings per share $ 1.85 $ .67 $ 4.15 $ 1.80 ======= ====== ======= ======= Antidilutive stock options not included in diluted EPS 102 272 265 275 ======= ====== ======= =======
NOTE 5 - INCOME TAXES Components of income tax expense are (in thousands): QUARTER ENDED NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, -------------------- -------------------- 2000 1999 2000 1999 ------ ------- ------- ------ Current taxes: Federal $5,263 $ 724 $12,202 $ 964 State 710 250 1,719 709 ------ ------- ------- ------ 5,973 974 13,921 1,673 ------ ------- ------- ------ Deferred taxes: Federal 147 1,770 25 6,236 State 17 40 3 128 ------ ------- ------- ------ 164 1,810 28 6,364 ------ ------- ------- ------ Total $6,137 $ 2,784 $13,949 $8,037 ====== ======= ======= ====== 8 MERITAGE CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) (UNAUDITED) NOTE 6 - SEGMENT INFORMATION We classify our operations into three primary geographic segments: Texas, Arizona and California. These segments generate revenues through the sale of homes to external customers. We are not dependent on any one major customer. Operational information relating to the different business segments follows. Certain information has not been included by segment due to the immateriality of the amount to the segment or in total. We evaluate segment performance based on several factors, of which the primary financial measure is earnings before interest and taxes (EBIT). The accounting policies of the business segments are the same as those described in Notes 1 and 2. There are no significant transactions between segments.
QUARTER ENDED NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, ---------------------- ----------------------- 2000 1999 2000 1999 --------- -------- --------- --------- (in thousands) HOME SALES REVENUE: Texas $ 58,932 $ 43,604 $ 160,643 $ 116,399 Arizona 45,168 26,056 99,367 75,585 California 30,364 7,126 86,909 12,600 --------- -------- --------- --------- Total $ 134,464 $ 76,786 $ 346,919 $ 204,584 ========= ======== ========= ========= EBIT: Texas $ 10,449 $ 5,790 $ 26,228 $ 15,344 Arizona 4,862 2,565 8,619 8,270 California 5,033 515 12,975 1,288 Corporate and other (1,493) (937) (4,109) (2,921) --------- -------- --------- --------- Total $ 18,851 $ 7,933 $ 43,713 $ 21,981 ========= ======== ========= ========= AMORTIZATION OF CAPITALIZED INTEREST: Texas $ 585 $ 445 $ 1,876 $ 1,112 Arizona 1,213 559 2,724 1,750 California 405 114 1,305 184 --------- -------- --------- --------- Total $ 2,203 $ 1,118 $ 5,905 $ 3,046 ========= ======== ========= ========= AT AT SEPTEMBER 30, DECEMBER 31, 2000 1999 --------- --------- ASSETS: Texas $ 100,809 $ 97,832 Arizona 116,596 77,195 California 49,785 43,773 Corporate 2,579 7,759 --------- --------- Total $ 269,769 $ 226,559 ========= =========
NOTE 7 - RELATED PARTY TRANSACTIONS In September 2000, the Company purchased 312,500 shares from a current director at a cost of $5 million. These shares are held as treasury shares. 9 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This Quarterly Report on Form 10-Q contains forward-looking statements. The words "believe," "expect," "anticipate," and "project" and similar expressions identify forward-looking statements, which speak only as of the date the statement was made. Such forward-looking statements are within the meaning of that term in Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. Such statements may include, but are not limited to, projections of revenues, income or loss, capital expenditures, plans for future operations, financing needs or plans and liquidity, the impact of inflation, the impact of changes in interest rates, plans relating to our products or services, potential real property acquisitions, and new or planned development projects, as well as assumptions relating to the foregoing. Statements in Exhibit 99 to this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 1999, including the Notes to the Consolidated Financial Statements and "Management's Discussion and Analysis of Financial Condition and Results of Operations," describe factors, among others, that could contribute to or cause such differences, which could be material. Additional factors that could cause actual results to differ materially from those expressed in such forward-looking statements are described in "Business" and "Market for the Registrant's Common Stock and Related Stockholder Matters" in our December 31, 1999 Annual Report on Form 10-K. RESULTS OF OPERATIONS The following discussion and analysis provides information regarding the results of our operations for the three and nine months ended September 30, 2000 and 1999. All material balances and transactions between us and our subsidiaries have been eliminated. In management's opinion, the data reflects all adjustments, consisting of only normal recurring adjustments, necessary to fairly present our financial position and results of operations for the periods presented. The results of operations for any interim period are not necessarily indicative of results expected for a full fiscal year. HOME SALES REVENUE Home sales revenue is the product of the number of homes closed during the period and the average sales price per home. Comparative home sales revenue for the third quarter and first nine months of 2000 and 1999 follow (dollars in thousands):
QUARTER ENDED NINE MONTHS ENDED SEPTEMBER 30, DOLLAR/UNIT PERCENTAGE SEPTEMBER 30, DOLLAR/UNIT PERCENTAGE ------------------- INCREASE INCREASE -------------------- INCREASE INCREASE 2000 1999 (DECREASE) (DECREASE) 2000 1999 (DECREASE) (DECREASE) -------- ------- -------- ---------- -------- -------- --------- ---------- Total Dollars $134,464 $76,786 $57,678 75% $346,919 $204,584 $142,335 70% Homes closed 588 399 189 47% 1,553 1,030 523 51% Average sales price $ 228.7 $ 192.5 $ 36.2 20% $ 223.4 $ 198.6 $ 24.8 12% Texas Dollars $ 58,932 $43,604 $15,328 35% $160,643 $116,399 $ 44,244 38% Homes closed 334 283 51 18% 939 758 181 24% Average sales price $ 176.4 $ 154.1 $ 22.4 15% $ 171.1 $ 153.6 $ 17.5 11% Arizona Dollars $ 45,168 $26,056 $19,112 73% $ 99,367 $ 75,585 $ 23,782 31% Homes closed 165 97 68 70% 361 238 123 52% Average sales price $ 273.7 $ 268.6 $ 5.1 2% $ 275.3 $ 317.6 $ (42.3) (13)% California Dollars $ 30,364 $ 7,126 $23,238 326% $ 86,909 $ 12,600 $ 74,309 590% Homes closed 89 19 70 368% 253 34 219 644% Average sales price $ 341.2 $ 375.1 $ (33.9) (9)% $ 343.5 $ 370.6 $ (27.1) (7)%
10 The increase in total home sales revenue and number of homes closed in 2000 compared to 1999 results mainly from strong market performance in all of our divisions and additional closings from our expanding mid-priced market segment in Arizona. HOME SALES GROSS PROFIT Gross profit is home sales revenue, net of housing cost of sales, which include developed home site costs, home construction costs, amortization of common community costs (such as the cost of model complexes and architectural, legal and zoning costs), interest, sales tax, warranty, construction overhead and closing costs. Comparative 2000 and 1999 housing gross profit follows (dollars in thousands):
QUARTER ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30, ---------------------------------------- ---------------------------------------- DOLLAR/ DOLLAR/ PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE 2000 1999 INCREASE INCREASE 2000 1999 INCREASE INCREASE ---- ---- -------- -------- ---- ---- -------- -------- Dollars $28,890 $14,554 $14,336 99% $69,995 $40,289 $29,706 74% Percentage of home sales revenues 21.5% 19.0% 2.5% -- 20.2% 19.7% .5% --
The dollar increase in gross profit for the three and nine months ended September 30, 2000 over the prior year periods is attributable to the increase in number of homes closed. The gross profit margin increased marginally in both periods due to an increase in gross margins in Texas and California caused mainly by home sale price increases and due to a larger number of deliveries of high margin California homes. LAND SALES GROSS PROFIT Meritage will occasionally sell land that the Company originally purchased for development. These lots are no longer needed for use in current operations, and are therefore considered to be excess. COMMISSIONS AND OTHER SALES COSTS Commissions and other sales costs, such as advertising and sales offices expenses, were approximately $7.3 million, or 5.4% of home sales revenue for the three months ended September 30, 2000 compared with $4.6 million, or 6.0% of home sales revenue for the third quarter of 1999. For the first nine months of 2000, commissions and other sales costs were approximately $19.5 million, or 5.6% of home sales revenue, compared with $12.5 million, or 6.1% of home sales revenue for the first nine months of 1999. The decrease in these expenses as a percentage of home sales revenue was caused by controlling increases in advertising and other marketing costs, while revenues expanded. GENERAL AND ADMINISTRATIVE EXPENSES General and administrative expenses were approximately $5.4 million (4.0% of revenue) in the third quarter of 2000, as compared with approximately $3.5 million (4.6% of revenue) in 1999. For the nine months ended September 30, 2000, G&A expenses were approximately $14.2 million (4.1% of revenue), compared with $10.4 million (5.1% of revenue) for the same period of 1999. The higher expense as a percentage of revenue for the nine months ended September 30, 1999 includes approximately $600,000 related to the buyout of an employment agreement of a former managing director. Operating costs in 1999 were also higher as a percentage of revenue due to overhead increases incurred related to our California expansion, and the start-up of our new Meritage Division in Phoenix, Arizona. INCOME TAXES The increases in income tax expense for the quarter and nine months ended September 30, 2000 from prior year's periods were caused by higher taxable income offset by a slightly lower effective tax rate. SALES CONTRACTS Sales contracts for any period represent the number of homes ordered by customers (net of cancellations) multiplied by the average sales price per unit ordered. Comparative 2000 and 1999 sales contracts follow (dollars in thousands): 11
QUARTER ENDED NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, ---------------- DOLLAR/UNIT PERCENTAGE ---------------- DOLLAR/UNIT PERCENTAGE 2000 1999 INCREASE INCREASE 2000 1999 INCREASE INCREASE ---- ---- -------- -------- ---- ---- -------- -------- Total Dollars $173,930 $93,955 $79,975 85% $470,601 $295,969 $174,632 59% Units ordered 731 405 326 81% 1,950 1,455 495 34% Average sales price $ 237.9 $ 232.0 $ 5.9 3% $ 241.3 $ 203.4 $ 37.9 19% Texas Dollars $ 71,684 $36,562 $35,122 96% $190,166 $156,178 $ 33,988 22% Units ordered 422 219 203 93% 1,094 996 98 10% Average sales price $ 169.9 $ 166.9 $ 2.9 2% $ 173.8 $ 156.8 $ 17.0 11% Arizona Dollars $ 59,912 $39,027 $20,885 54% $148,771 $100,265 $ 48,506 48% Units ordered 194 132 62 47% 474 344 130 38% Average sales price $ 308.8 $ 295.7 $ 13.2 5% $ 313.9 $ 291.5 $ 22.4 8% California Dollars $ 42,334 $18,366 $23,968 131% $131,664 $ 39,526 $ 92,138 233% Units Ordered 115 54 61 113% 382 115 267 232% Average sales price $ 368.1 340.1 $ 28.0 8% $ 344.7 $ 343.7 $ 1.0 *
* Represents less than one percent We do not include sales contingent upon the sale of a customer's existing home as a sales contract until the contingency is removed. Historically, we have experienced a cancellation rate of approximately 25% or less of gross sales. Total sales contracts increased in 2000 compared to 1999 due mainly to the expansion into California and the start-up of our mid-priced Meritage Phoenix division, along with continued economic strength in our operating markets, particularly Texas. NET SALES BACKLOG Backlog represents net sales contracts that have not closed. Comparative September 30, 2000 and 1999 net sales backlog follows (dollars in thousands): AT SEPTEMBER 30, DOLLAR/UNIT PERCENTAGE ---------------- INCREASE INCREASE 2000 1999 (DECREASE) (DECREASE) ---- ---- ---------- ---------- Total Dollars $344,566 $236,524 $108,042 46% Homes in backlog 1,390 1,113 277 25% Average sales price $ 247.9 $ 212.5 $ 35.4 17% Texas Dollars $123,505 $116,957 $ 6,548 6% Homes in backlog 721 741 (20) (3)% Average sales price $ 171.3 $ 157.8 $ 13.5 9% Arizona Dollars $143,722 $ 90,904 $ 52,818 58% Homes in backlog 437 286 151 53% Average sales price $ 328.9 $ 317.8 $ 11.0 4% California Dollars $ 77,339 $ 28,663 $ 48,676 170% Homes in backlog 232 86 146 170% Average sales price $ 333.4 $ 333.3 $ .1 * * Represents less than one percent 12 Total dollar backlog at September 30, 2000 increased 46% over the 1999 amount due to an increase in the number of homes in backlog and increased sales prices in most of our markets. Units in backlog at September 30, 2000 increased 25% over the same period in the prior year due to the increase in net orders caused by expansion into California, the start-up of our new Meritage Phoenix division and strong housing markets in which we operate. LIQUIDITY AND CAPITAL RESOURCES Our principal uses of working capital are land purchases, home site development and home construction. We use a combination of borrowings and funds generated by operations to meet our working capital requirements. At September 30, 2000 we had short-term secured revolving construction loan and acquisition and development facilities totaling $170.7 million, of which approximately $90.3 million was outstanding. An additional $49 million of unborrowed funds supported by approved collateral were available under our credit facilities at that date. We also have $15 million outstanding in unsecured, senior subordinated notes due in three equal installments, September 15, 2003, 2004 and 2005, which were issued in October 1998. In May 1999, our Board of Directors authorized the buyback of up to $6 million of outstanding Meritage stock. This amount was increased to $20 million at subsequent board meetings. As of September 30, 2000, approximately 785,000 shares had been repurchased for an aggregate price of approximately $10.4 million, including 312,500 shares purchased from a current director in the third quarter, 2000, at a cost of $5 million. We believe that the current borrowing capacity, cash on hand at September 30, 2000 and anticipated cash flows from operations are sufficient to meet our liquidity needs for the foreseeable future. There is no assurance, however, that future amounts available from our sources of liquidity will be sufficient to meet future capital needs. The amount and types of indebtedness that we incur may be limited by the terms of the indenture governing our senior subordinated notes and our credit agreements. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We do not have or trade in derivative financial instruments. We have other financial instruments in the form of notes payable and senior debt, which are at fixed interest rates. Our lines of credit and credit facilities are at variable interest rates and are subject to market risk in the form of interest rate fluctuations. 13 PART II OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) EXHIBITS EXHIBIT PAGE OR NUMBER DESCRIPTION METHOD OF FILING ------ ----------- ---------------- 10.1 Modification to Loan Agreement with Guaranty Filed herewith Federal Bank, Dated as of July 31, 2000 27 Financial Data Schedule Filed herewith 99 Private Securities Reform Act of 1995 Safe Filed herewith Harbor Compliance Statement for Forward-Looking Statements (b) REPORTS ON FORM 8-K No reports on form 8-K were filed during the quarter ended September 30, 2000. 14 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized, this 14th day of November 2000. MERITAGE CORPORATION, a Maryland Corporation By /s/ LARRY W.SEAY -------------------------------------------------- Larry W. Seay Chief Financial Officer and Vice President-Finance (Principal Financial Officer and Duly Authorized Officer) S-1 EX-10.1 2 ex_101.txt SIXTH MODIFICATION AGREEMENT Exhibit 10.1 SIXTH MODIFICATION AGREEMENT This SIXTH MODIFICATION AGREEMENT (this "AGREEMENT") is made and entered into as of July 31, 2000, by and between LEGACY/MONTEREY HOMES L.P., an Arizona limited partnership ("BORROWER"), and GUARANTY FEDERAL BANK, F.S.B., a federal savings bank organized and existing under the laws of the United States ("LENDER"). WITNESSETH: WHEREAS, pursuant to a certain Master Loan Agreement (the "LOAN AGREEMENT") dated as of January 31, 1993, between Lender and Borrower, Lender made a loan (the "LOAN") to Borrower, evidenced by a certain Revolving Promissory Note (the "NOTE") dated as of January 31, 1993, payable to Lender in the stated principal amount of SIXTY-FIVE MILLION AND NO/100 DOLLARS ($65,000,000.00), with interest and principal payable as set forth therein; and WHEREAS, to secure the Note and Loan, Master Form Deed(s) of Trust (With Security Agreement and Assignment of Rents and Leases) (hereinafter collectively referred to as the "MASTER DEEDS OF TRUST," whether one or more), which Master Deeds of Trust have been recorded in certain counties in the State of Texas as more particularly described on Exhibit A attached hereto; and which Master Deeds of Trust are incorporated by reference pursuant to the terms and provisions of certain Deeds of Trust Incorporating by Reference a Master Form Deed of Trust (With Security Agreement and Assignment of Rents and Leases) (hereafter collectively referred to as the "SUPPLEMENTAL DEEDS OF TRUST," whether one or more) recorded in such counties and encumbering certain real and other property (the "PROPERTY") described in such Supplemental Deeds of Trust (such Master Deeds of Trust and Supplemental Deeds of Trust hereafter collectively referred to as the "DEEDS OF TRUST," whether one or more); and WHEREAS, the Deeds of Trust were modified pursuant to a Modification Agreement (the "FIRST MODIFICATION"), and recorded in various counties in Texas, which First Modification modified certain terms and provisions of the Loan as set forth therein; and WHEREAS, the Deeds of Trust were further pursuant to a Second Modification Agreement (the "SECOND MODIFICATION") dated as of May 19, 1998, and recorded in various counties in Texas, which Second Modification modified certain terms and provisions of the Loan as set forth therein; and SIXTH MODIFICATION AGREEMENT - Page 1 WHEREAS, the Deeds of Trust were further pursuant to a Third Modification Agreement (the "THIRD MODIFICATION") dated as of March 30, 1999, and recorded in various counties in Texas, which Third Modification modified certain terms and provisions of the Loan as set forth therein; and WHEREAS, the Deeds of Trust were further pursuant to a Fourth Modification Agreement (the "FOURTH MODIFICATION") dated as of July 31, 1999, and recorded in various counties in Texas, which Fourth Modification modified certain terms and provisions of the Loan as set forth therein; and WHEREAS, the Deeds of Trust were further pursuant to a Fifth Modification Agreement (the "FIFTH MODIFICATION") dated March 24, 2000, and recorded in various counties in Texas, which Fifth Modification modified certain terms and provisions of the Loan as set forth therein; and WHEREAS, the Note and the Loan are guaranteed pursuant to that certain Guaranty Agreement dated as of June 30, 1997 (the "GUARANTY"), executed by MTH-Texas GP, Inc., an Arizona corporation, MTH-Texas LP, Inc., an Arizona corporation, and Meritage Corporation, a Maryland corporation ("GUARANTOR," whether one or more); and WHEREAS, the Loan Agreement, the Note, the First Modification, the Second Modification, the Third Modification, the Fourth Modification, the Fifth Modification, the Deeds of Trust and all other documents evidencing and/ or securing the Loan are hereinafter collectively called the "LOAN INSTRUMENTS"; and WHEREAS, Lender, the owner and holder of the Note and the Deeds of Trust and all rights and titles evidenced thereby, and Borrower, the record owner of the Property and being liable for the payment of the Note and Loan, desire to modify the Loan Instruments as herein provided. NOW, THEREFORE, in consideration of Ten and No/ 100 Dollars ($ 10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 1. The stated maturity date of the Note is hereby extended to and including July 31, 2001, when the entire unpaid principal balance of the Note, together with all accrued and unpaid interest shall be due and payable; provided, however, such date may be extended as set forth in the Loan Agreement. 2. Borrower shall execute and deliver to Lender a letter agreement (in form and substance satisfactory to Lender in its sole discretion) (the "LETTER AGREEMENT") dated as of the date hereof amending certain other terms and provisions of the Loan Instruments. (Hereafter, this Agreement and the Letter Agreement shall be included in the defined term "LOAN INSTRUMENTS.") SIXTH MODIFICATION AGREEMENT - Page 2 3. Borrower acknowledges and agrees, that as an accommodation to Borrower, Exhibit A hereto (which exhibit describes the recording information of the Master Deeds of Trust) shall be attached to this Agreement (and to any and all other documents which may require the attachment of a description of the recording information of the Master Deeds of Trust) after Borrower's execution of same. Accordingly, Borrower hereby authorizes and directs Lender to attach such Exhibit A to this Agreement. 4. Notwithstanding anything to the contrary in any of the Loan Instruments, Borrower acknowledges and agrees, that to the extent that Lender is relying on Chapter 303 of the Texas Finance Code to determine the Maximum Lawful Rate (hereafter defined) payable on the Note and/ or the Related Indebtedness (hereafter defined) Lender will utilize the weekly ceiling from time to time in effect as provided in such Chapter 303, as amended. To the extent United States federal law permits Lender to contract for, charge, take, receive or reserve a greater amount of interest than under Texas law, Lender will rely on United States federal law instead of such Chapter 303 for the purpose of determining the Maximum Lawful Rate. Additionally to the extent permitted by applicable law now or hereafter in effect, Lender may, at its option and from time to time, utilize any other method of establishing the Maximum Lawful Rate under such Chapter 303 or under other applicable law by giving notice, if required, to Borrower as provided by applicable law now or hereafter in effect. As used herein, the term "MAXIMUM LAWFUL RATE" shall mean the maximum lawful rate of interest which may be contracted for, charged, taken, received or reserved by Lender in accordance with the applicable laws of the State of Texas (or applicable United States federal law to the extent that it permits Lender to contract for, charge, take, receive or reserve a greater amount of interest than under Texas law), taking into account all Charges (as hereafter defined) made in connection with the transaction evidenced by the Note and the other Loan Instruments. As used herein, the term "CHARGES" shall mean all fees, charges and/ or any other things of value, if any, contracted for, charged, received, taken or reserved by Lender in connection with the transactions relating to the Note and the other Loan Instruments, which are treated as interest under applicable law. As used herein, the term "RELATED INDEBTEDNESS" shall mean any and all debt paid or payable by Borrower to Lender pursuant to the Loan Instruments or any other communication or writing by or between Borrower and Lender related to the transaction or transactions that are the subject mater of the Loan Instruments, except such debt which has been paid or is payable by Borrower to Lender. 5. Notwithstanding anything to the contrary contained in the Deeds of Trust or other Loan Instruments, with respect to any amendment to the Master Deeds of Trust, the following terms and provisions shall apply: With respect to any amendment or modification of the Master Deeds of Trust now or hereafter executed by Borrower (or any future owner of the Property if different from Borrower) and duly recorded in the appropriate official public records, Borrower acknowledges and agrees that such amendment or modification of the Master Deeds of Trust shall constitute an amendment or modification to the terms and provisions of any such Supplemental Deeds of Trust (and shall be incorporated into any such Supplemental Deeds of Trust and made a part thereof for all purposes, as though such amendment or SIXTH MODIFICATION AGREEMENT - Page 3 modification of the Master Deeds of Trust specifically referred to such Supplemental Deeds of Trust) without the necessity of any specific reference in such amendment or modification to any such Supplemental Deeds of Trust; and no such amendment or modification of the Master Deeds of Trust shall impair the obligations of Borrower under any such Supplemental Deeds of Trust or any other of the Loan Instruments. 6. Borrower hereby expressly promises to pay to the order of Lender, the principal amount of the Note (as modified and extended) and all accrued and unpaid interest now or hereafter to become due and payable under the Note, and Borrower hereby expressly promises to perform all of the obligations of Borrower under the Loan Instruments (as modified and extended). 7. The liens of the Deeds of Trust are hereby acknowledged by Borrower to be good, valid and subsisting liens, and such liens are hereby renewed and extended so as to secure the payment of the Note and Loan (as modified and extended). 8. Borrower hereby represents and warrants to Lender that (a) Borrower is the sole legal and beneficial owner of the Property; (b) Borrower has the full power and authority to make the agreements contained in this Agreement without joinder or consent of any other party; (c) the execution, delivery and performance of this Agreement will not contravene or constitute an event which itself or which with the passing of time or giving of notice or both would constitute a default under any deed of trust, loan agreement, indenture or other agreement to which Borrower or Guarantor is a party or by which Borrower or any of its property is bound; and (d) there exists no default under the Loan Instruments (as modified). BORROWER HEREBY AGREES TO INDEMNIFY AND HOLD LENDER HARMLESS AGAINST ANY LOSS, CLAIM, DAMAGE, LIABILITY OR EXPENSE (INCLUDING WITHOUT LIMITATION, ATTORNEYS' FEES) INCURRED AS A RESULT OF ANY REPRESENTATION OR WARRANTY MADE BY BORROWER HEREIN PROVING TO BE UNTRUE IN ANY MATERIAL RESPECT. 9. The terms and conditions hereof may not be modified, amended, altered or otherwise affected except by instrument in writing executed by Lender and Borrower. 10. All Loan Instruments are hereby amended and modified in a manner consistent with the modifications, terms and/ or provisions contained herein. Except as expressly modified hereby, the terms and conditions of the Loan Instruments are and shall remain in full force and effect. 11. Borrower agrees to pay to Lender, contemporaneously with the execution and delivery hereof, all costs and expenses incurred in connection with this transaction, title insurance endorsement premiums, reasonable fees of Lender's counsel and recording fees. 12. Borrower hereby agrees to execute and deliver to Lender such further documents and instruments evidencing or pertaining to the Loan, as modified and increased hereby, as may be reasonably requested by Lender from time to time so as to evidence the terms and conditions hereof. [The balance of this page is intentionally left blank.] SIXTH MODIFICATION AGREEMENT - Page 4 EXECUTED on the date(s) set forth in the acknowledgment(s) below to be EFFECTIVE as of the date first above written. BORROWER: LEGACY/ MONTEREY HOMES L.P., an Arizona limited partnership BY: MTH-TEXAS GP, INC., an Arizona corporation, General Partner By: /s/ Rick Morgan ------------------------------- Name: Rick Morgan Title: Vice President LENDER: GUARANTY FEDERAL BANK, F.S.B., a federal savings bank By: /s/ Sam A. Meade ----------------------------------- Name: Sam A. Meade Title: Senior Vice President STATE OF TEXAS ss. ss. COUNTY OF COLLIN ss. This instrument was ACKNOWLEDGED before me on August 8, 2000, by Rick Morgan, Vice President of MTH-TEXAS GP, INC., an Arizona corporation, as General Partner of LEGACY/ MONTEREY HOMES L.P., an Arizona limited partnership, on behalf of said limited partnership. [SEAL] /s/ Ana Patterson ---------------------------------------- Notary Public My Commission Expires: Ana Patterson ---------------------------------------- 08-28-2003 Printed Name of Notary Public - --------------------- SIXTH MODIFICATION AGREEMENT - Page 5 CONSENT OF GUARANTOR Each of the undersigned, as a guarantor ("GUARANTOR," whether one or more) of the loan (the "LOAN"), evidenced by the Note and secured by the Deeds of Trust described in the foregoing Fifth Modification Agreement (the "AGREEMENT") to which this Consent is attached, hereby acknowledge and consent (jointly and severally) to the terms of the Agreement and agree (jointly and severally) that the execution and delivery of the Agreement will in no way change or modify Guarantor's respective obligations under their respective Guaranty (as defined in the Agreement); and each Guarantor acknowledges and agrees (jointly and severally) that the Indebtedness (as defined in the respective instruments comprising the Guaranty) includes the Loan, together with any and all other Indebtedness now or at any time hereafter owing by Guarantor to Lender; and each Guarantor (jointly and severally) hereby unconditionally and absolutely guarantees to Lender the payment when due of such Indebtedness, and hereby acknowledge and agree that their respective Guaranty is in full force and effect, and that there are no claims, counterclaims, offsets or defenses to their respective Guaranty; and each Guarantor acknowledges and consents (jointly and severally) to the terms of any and all prior modifications to the terms of the Loan (including, without limitation, any and all extensions of the term thereof and increases in the principal thereof prior to the date hereof, if any). EXECUTED on the date(s) set forth in the acknowledgment(s) below to be EFFECTIVE as of the 31st day of July, 2000. GUARANTOR: MERITAGE CORPORATION, a Maryland corporation By: /s/ John R. Landon ----------------------------------- Name: John R. Landon Title: Co-CEO MTH-TEXAS GP, INC., an Arizona corporation By: /s/ Rick Morgan ----------------------------------- Name: Rick Morgan Title: Vice President MTH-TEXAS LP, INC., an Arizona corporation By: /s/ Rick Morgan ----------------------------------- Name: Rick Morgan Title: Vice President SIXTH MODIFICATION AGREEMENT - Page 6 STATE OF TEXAS ss. ss. COUNTY OF COLLIN ss. This instrument was ACKNOWLEDGED before me on August 8, 2000, by John R. Landon, Co-CEO of MERITAGE CORPORATION, a Maryland corporation, on behalf of said corporation. [SEAL] /s/ Ana Patterson ---------------------------------------- Notary Public My Commission Expires: Ana Patterson ---------------------------------------- 08-28-2003 Printed Name of Notary Public - --------------------- STATE OF TEXAS ss. ss. COUNTY OF COLLIN ss. This instrument was ACKNOWLEDGED before me on August 8, 2000, by Rick Morgan, Vice President of MTH-TEXAS GP, INC., an Arizona corporation, on behalf of said corporation. [SEAL] /s/ Ana Patterson ---------------------------------------- Notary Public My Commission Expires: Ana Patterson ---------------------------------------- 08-28-2003 Printed Name of Notary Public - --------------------- SIXTH MODIFICATION AGREEMENT - Page 7 STATE OF TEXAS ss. ss. COUNTY OF COLLIN ss. This instrument was ACKNOWLEDGED before me on August 8, 2000, by Rick Morgan, Vice President of MTH-TEXAS LP, INC., an Arizona corporation, on behalf of said corporation. [SEAL] /s/ Ana Patterson ---------------------------------------- Notary Public My Commission Expires: Ana Patterson ---------------------------------------- 08-28-2003 Printed Name of Notary Public - --------------------- SIXTH MODIFICATION AGREEMENT - Page 8 EXHIBIT A Description of the Deed(s) of Trust EXHIBIT A, Description of the Deeds of Trust - Page 1 EX-99 3 ex_99.txt SAFE HARBOR COMPLIANCE STATEMENT Exhibit 99 PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 SAFE HARBOR COMPLIANCE STATEMENT FOR FORWARD-LOOKING STATEMENTS In passing the Private Securities Litigation Reform Act of 1995 (the "PSLRA"), Congress encouraged public companies to make "forward-looking statements" by creating a safe-harbor to protect companies from securities law liability in connection with forward-looking statements. Meritage intends to qualify both its written and oral forward-looking statements for protection under the PSLRA. In general, "forward-looking statements" can be identified by use of words such as "expect", "believe", "estimate", "project", "forecast", "anticipate", "plan" and similar expressions. In this report, forward-looking statements address such matters but are not limited to, projections of revenues, income or loss, capital expenditures, plans for future operations, financing needs or plans and liquidity, the impact of inflation, the impact of changes in interest rates, plans relating to our products or services, potential real property acquisitions, and new or planned development projects, as well as assumptions relating to the foregoing. Important factors currently known to management that could cause actual results to differ materially from those in forward-looking statements include, but are not limited to, the following: (i) changes in national and local economic and other conditions, such as employment levels, availability of mortgage financing, interest rates, consumer confidence, and housing demand; (ii) risks inherent in homebuilding activities, including delays in construction schedules, cost overruns, changes in government regulation, increases in real estate taxes and other local fees; (iii) changes in costs or availability of land, materials, and labor; (iv) fluctuations in real estate values; (v) the timing of home closings and land sales; (vi) Meritage's ability to continue to acquire additional land or options to acquire additional land on acceptable terms; (vii) a relative lack of geographic diversification of Meritage's operations, especially when real estate analysts are predicting that new home sales in certain markets may slow during 2001; (viii) Meritage's inability to obtain sufficient capital on terms acceptable to Meritage to fund its planned capital and other expenditures; (ix) changes in local, state and federal rules and regulations governing real estate development and homebuilding activities and environmental matters, including "no growth" or "slow growth" initiatives, building permit allocation ordinances and building moratoriums; (x) expansion by Meritage into new geographic or product markets in which Meritage has little or no operating experience; (xi) the inability of Meritage to identify acquisition candidates that will result in successful combinations; (xii) the failure of Meritage to make acquisitions on terms acceptable to Meritage, or to successfully integrate acquired operations, into Meritage; and (xiii) the loss of key employees of the Company, including Steven J. Hilton and John R. Landon. Forward-looking statements express expectations of future events. All forward-looking statements are inherently uncertain as they are based on various expectations and assumptions concerning future events and they are subject to numerous known and unknown risks and uncertainties which could cause actual events or results to differ materially from those projected. Due to these inherent uncertainties, the investment community is urged not to place undue reliance on forward-looking statements. In addition, Meritage undertakes no obligations to update or revise forward-looking statements to reflect changed assumptions, the occurrence of anticipated events or changes to projections over time. EX-27 4 fds.xfd FINANCIAL DATA SCHEDULE
5 9-MOS Jan-01-2000 Dec-31-2000 Sep-30-2000 1,578 0 1,619 0 222,464 246,431 9,505 4,778 269,769 56,809 106,567 0 0 56 106,337 269,769 349,520 349,520 279,245 19,528 12,939 0 6 37,802 13,949 23,853 0 0 0 23,853 4.57 4.15
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