Announcements by Schuler Homes, Inc.Business Editors/Real Estate Writers HONOLULU--(BUSINESS WIRE)--Jan. 31, 2001 Schuler Schuler is the surname of:
-- Anticipated Closing of Pending Combination with Western Pacific in early April 2001 -- Proforma Combined Schuler Homes, Inc. and Western Pacific Housing Financial Results for the Quarter Ended December 31, 2000 -- Schuler Homes, Inc. Financial Results for the Quarter Ended December 31, 2000 Schuler Homes, Inc. (Nasdaq:SHLR SHLR Smart Home Location Register SHLR Standalone Home Location Register (cellular telephony) ) today reported the following items: Anticipated Closing of Pending Combination with Western Pacific Pending regulatory reg·u·late tr.v. reg·u·lat·ed, reg·u·lat·ing, reg·u·lates 1. To control or direct according to rule, principle, or law. 2. and shareholder approval, Schuler Homes expects to close its transaction with Western Pacific in early April 2001. The special meeting of stockholders to vote upon the transaction is scheduled for March 8, 2001 at Schuler Homes' offices in Honolulu Honolulu (hŏn'əl  `l, hōnō–), city (1990 pop. .
The Company estimates the total number of common shares outstanding upon
the closing of the transaction to be approximately ap·prox·i·mate adj. 1. Almost exact or correct: the approximate time of the accident. 2. 40.3 million. James James, person in the Bible James, in the Gospel of St. Luke, kinsman of St. Jude. The original does not specify the relationship. James, rivers, United States James. K. Schuler, President, Chief Executive Officer and Chairman of the Board of Schuler Homes, Inc., commented, "The combination with Western Pacific will effectively double the size and equity market capitalization Equity Market Capitalization A measure of the total market value of an equity market. The measure is calculated by taking the market capitalization of all companies in the equity market and adding them together to arrive at the capitalization for the market as a whole. of the Company, which we believe to be a major step towards achieving our objectives of attaining a higher profile in the investment community and providing existing and future shareholders with greater liquidity in the stock. This merger of equals creates a well-diversified homebuilder operating in some of the strongest markets in the nation, a management team with significant local market expertise and a solid history of growth and high profitability." Proforma Proforma A financial projection based on assumptions. Combined Schuler Homes, Inc. and Western Pacific Housing Financial Results Proforma combined results of Schuler Homes, Inc. and Western Pacific included revenues of $353.6 million primarily from the closings of 1,188 new homes during the quarter ended December December: see month. 31, 2000. On a proforma combined basis, net income after taxes during the quarter ended December 31, 2000 totaled $20.6 million, with proforma combined diluted di·lute tr.v. di·lut·ed, di·lut·ing, di·lutes 1. To make thinner or less concentrated by adding a liquid such as water. 2. To lessen the force, strength, purity, or brilliance of, especially by admixture. earnings of $0.49 per share. Proforma combined calendar year 2000 revenues totaled $1,269.8 million from the closings of 4,822 sales. Proforma combined net income after taxes was $73.1 million, or $1.76 per share diluted, during the calendar year ended December 31, 2000, excluding the non-cash charge Non-Cash Charge A charge off, made by a company against earnings, that does not require an initial outlay of cash. Notes: Non-cash charges are typically against the depreciation, amortization, and depletion accounts on a company's balance sheet. recognized during the quarter ended September September: see month. 30, 2000 by Schuler Homes. The combined Schuler Homes and Western Pacific Company will operate with a fiscal year-end Fiscal Year-End The completion of a one-year, or 12-month, accounting period. Notes: The reason that a company's fiscal year often differs from the calendar year and does not close on Dec 31, is due to the nature of company's needs. of March 31. As a result, the quarter ended December 31, 2000 represented the third quarter in the combined Company's fiscal year ending March 31, 2001. During the nine months ended December 31, 2000, proforma combined revenues totaled $853.1 million primarily from the closings of 3,303 new homes. Proforma combined net income after taxes was $46.4 million or $1.12 per share (diluted) for the nine months ended December 31, 2000, excluding the non-cash charge recognized during the quarter ended September 30, 2000 by Schuler Homes. At December 31, 2000, Schuler Homes and Western Pacific together have 1,954 sales in backlog Backlog The total value of sales orders waiting to be fulfilled. Notes: This figure is used mainly in the manufacturing industry. Increases or decreases in a company's backlog indicate the future direction of sales and earnings. with an aggregate sales value of $580.9 million, 83 active projects in the sales stage and control of over 28,900 lots, approximately 49% of which are under option. Mr. Schuler further commented, "As we look to the combined Company's proforma results for the fiscal year ending March 31, 2001, based on backlog levels at December 31, 2000, anticipated construction schedules and current market conditions, we anticipate fiscal year-end revenues of approximately $1.3 billion and proforma combined net income of in excess of $75.0 million, excluding the Schuler Homes' non-cash charge recognized during the September 2000 quarter." Mr. Schuler continued, "Our combined Company operating plan for the fiscal year ended March 31, 2002 calls for continued expansion in most of Schuler Homes' and Western Pacific's existing markets. This, in addition to the current strength in our markets, in particular the California California (kăl'ĭfôr`nyə), most populous state in the United States, located in the Far West; bordered by Oregon (N), Nevada and, across the Colorado River, Arizona (E), Mexico (S), and the Pacific Ocean (W). and Colorado Colorado, state, United States Colorado (kŏlərăd`ə, –răd`ō, –rä`dō), state, W central United States, one of the Rocky Mt. states. markets, bodes well for combined fiscal year ending March 31, 2002 revenues and resulting net income to surpass the results for the fiscal year ending March 31, 2001 by 10% to 15%. Together, we will enter this next year as one of the top 15 homebuilders in the nation, one of the largest homebuilders in California, among the top three homebuilders in Colorado, Washington Washington, town, England Washington, town (1991 pop. 48,856), Sunderland metropolitan district, NE England. Washington was designated one of the new towns in 1964 to alleviate overpopulation in the Tyneside-Wearside area. , Oregon Oregon, city, United States Oregon, city (1990 pop. 18,334), Lucas co., NW Ohio, a suburb adjacent to Toledo, on Lake Erie; inc. 1958. It is a port with railroad-owned and -operated docks. The city has industries producing oil, chemicals, and metal products. and Hawaii Hawaii, island, United States Hawaii, island (1990 pop. 120,217), 4,037 sq mi (10,456 sq km), largest and southernmost island of the state of Hawaii and coextensive with Hawaii co.; known as the Big Island. , and with a growing presence in Arizona Arizona (âr'əzō`nə), state in the southwestern United States. It is bordered by Utah (N), New Mexico (E), Mexico (S), and, across the Colorado R., Nevada and California (W). ." Schuler Homes, Inc. Financial Results Schuler Homes, Inc. reported revenues of $153.5 million primarily from the closings of 631 new homes for the quarter ended December 31, 2000, compared to revenues of $150.9 million from 737 closings during the same quarter of last year. Net income increased during the quarter ended December 31, 2000 to $10.1 million ($0.46 per share-diluted), representing an increase of 33.9% over net income of $7.6 million during the same quarter of last year. Calendar year 2000 revenues increased 27.8% to $647.8 million from $506.8 million during the 1999 calendar year, as closings of new home sales New Home Sales An economic indicator that measures sales of newly built homes. Released by the U.S. Department of Commerce's Census Bureau, it includes both quantity and price statistics. increased to 2,956 from 2,643 in the 1999 calendar year. Net income increased $42.2 million or $1.96 per share (diluted) during the calendar year ended December 31, 2000, excluding the non-cash charge recognized during the quarter ended September 30, 2000. During the calendar year ended December 31, 1999, net income was $25.7 million or $1.28 per share (diluted). In December 2000, the Company changed its accounting year-end year-end also year·end n. The end of a year. adj. Occurring or done at the end of the year: a year-end audit. Noun 1. from a December 31 calendar year-end to a fiscal year-end of March 31. As a result, the quarter ended December 31, 2000 represented the third quarter in the Company's fiscal year ending March 31, 2001. During the nine months ended December 31, 2000, revenues totaled $487.0 million primarily from the closings of 2,175 new homes compared to $410.9 million from the closings of 2,135 sales during the nine months ended December 31, 1999. Net income was $32.5 million or $1.50 per share (diluted) for the nine months ended December 31, 2000, excluding the non-cash charge recognized during the quarter ended September 30, 2000. For the nine months ended December 31, 1999, net income was $20.9 million or $1.04 per share (diluted). At December 31, 2000, Schuler Homes' backlog was 982 units with an aggregate sales value of $239.8 million compared to the backlog at December 31, 1999 of 974 units with an aggregate sales value of $208.7 million. Schuler Homes' cash and cash equivalents were approximately $3.7 million, total debt was approximately $270.4 million, and stockholders' equity Stockholders' Equity The portion of the balance sheet that includes capital received from investors in exchange for stock (paid-in capital), donated capital, and retained earnings. This is equal to total assets minus liabilities, preferred stock and intangible assets. totaled approximately $221.3 million at December 31, 2000. During the quarter ended December 31, 2000, earnings before interest, taxes, depreciation and amortization Earnings before interest, taxes, depreciation and amortization (EBITDA) is a non-GAAP metric that can be used to evaluate a company's profitability.
A conference call is scheduled for today, January January: see month. 31, 2001 at 3:00 PM EDT EDT abbr. Eastern Daylight Time EDT Eastern Daylight Time EDT n abbr (US) (= Eastern Daylight Time) → hora de verano de Nueva York EDT and will be hosted by James K. Schuler, Schuler Homes' President and Chief Executive Officer and Pamela Pamela sweet maidservant who chastely repels disgraceful advances, marries her aristocratic pursuer, and attempts to reform him. [Br. Lit.: Richardson Pamela] See : Virtuousness S. Jones, Schuler Homes' Senior Vice President of Finance and Chief Financial Officer and Gene Rosenfeld Rosenfeld is a German name meaning "field of roses" and may refer to:
British theatrical producer, director, and designer whose innovative productions and simplified stage designs influenced modern theater. Manchester Manchester, city, England Manchester (măn`chəstər, –chĕs'tər), city and metropolitan district (1991 pop. 397,400), NW England, on the Irwell, Medlock, Irk, and Tib rivers. , Western Pacific Housing's President. The call is open to all interested parties. The dial-in number is 800/562-8369. The international dial-in number is 913/981-5581. The call will also be broadcast live over the internet and can be accessed via the Company's web site www.schulerhomes.com (Financial News and Information-Earnings Conference Call) or www.streetevents.com. For those who are not available to listen to the live broadcast, a replay will be available through February February: see month. 2, 2001 by dialing 888/203-1112 or 719/457-0820 (passcode: 596239), and the call will be archived for access on the web site www.schulerhomes.com. Schuler Homes Inc. designs, builds and markets single-family sin·gle-fam·i·ly adj. Relating to or being a dwelling designed for one family only: a single-family home; single-family occupancy. residences, townhomes and condominiums primarily to entry-level en·try-lev·el adj. Appropriate for or accessible to one who is inexperienced in a field or new to a market: an entry-level job in advertising; an entry-level computer. and first-time and second-time move-up buyers. The Company operates in seven geographic geographic /geo·graph·ic/ (je?o-graf´ik) in pathology, of or referring to a pattern that is well demarcated, resembling outlines on a map. geographic pertaining to geography. markets: Arizona, Colorado, Hawaii, Northern California Northern California, sometimes referred to as NorCal, is the northern portion of the U.S. state of California. The region contains the San Francisco Bay Area, the state capital, Sacramento; as well as the substantial natural beauty of the redwood forests, the northern , Oregon, Southern California Southern California, also colloquially known as SoCal, is the southern portion of the U.S. state of California. Centered on the cities of Los Angeles and San Diego, Southern California is home to nearly 24 million people and is the nation's second most populated region, and Washington. Western Pacific designs, builds and markets single-family attached and detached de·tached adj. 1. Separated; disconnected. 2. Standing apart from others; separate. homes to first-time and first and second move-up buyers in the suburban California markets including San Diego San Diego (săn dēā`gō), city (1990 pop. 1,110,549), seat of San Diego co., S Calif., on San Diego Bay; inc. 1850. San Diego includes the unincorporated communities of La Jolla and Spring Valley. Coronado is across the bay. , Orange County, the Inland Empire In·land Empire A region of the northwest United States between the Cascade Range and the Rocky Mountains, comprising eastern Washington, eastern Oregon, northern Idaho, and western Montana. Farming, lumbering, and mining are important to the area. , Los Angeles Los Angeles (lôs ăn`jələs, lŏs, ăn`jəlēz'), city (1990 pop. 3,485,398), seat of Los Angeles co., S Calif.; inc. 1850. , Ventura Ventura (vĕnt `rə), city (1990 pop. 92,575), seat of Ventura co., SW Calif., on the Pacific coast in a farm and oil region; inc. 1866. County, the San Francisco Bay area “Bay Area” redirects here. For other uses, see Bay Area (disambiguation).The San Francisco Bay Area, colloquially known as the Bay Area or The Bay and the Sacramento valley The Sacramento Valley is the portion of the California Central Valley that lies to the north of the San Joaquin-Sacramento Delta in the U.S. state of California. It encompasses all or parts of ten counties. . The Company has experienced, and expects to continue to experience, significant variability in sales and net income. Numerous factors contribute to this variability. The Company's historical financial performance is not necessarily a meaningful indicator of future results and, in general, the Company's financial results will vary from development to development, and from geographic area to geographic area. Certain statements in this press release, including comments regarding anticipated results and business strategies for the 2001 and 2002 fiscal years, may be "forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. " as defined by the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. Such statements involve risks, uncertainties and other factors that may cause actual results to differ materially from those which are anticipated. Such factors include, but are not limited to, changes in general economic conditions, the market for homes generally and in areas where the company has developments, the availability and cost of land suitable for residential development, materials prices, labor costs, interest rates, consumer confidence, competition, environmental factors and government regulations affecting the Company's operations. See the Company's Annual Report on Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. for the year ended December 31, 1999 for further discussion of these and other risks and uncertainties applicable to the Company's business. In connection with the proposed combination of Schuler Homes and Western Pacific, a Registration Statement has been filed with the Securities and Exchange Commission, and a preliminary Proxy See proxy server. (networking) proxy - A process that accepts requests for some service and passes them on to the real server. A proxy may run on dedicated hardware or may be purely software. Statement/Prospectus is included in that Registration Statement. Other materials relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc the combination also may be filed with the Securities and Exchange Commission. INVESTORS ARE URGED TO READ THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, REGISTRATION STATEMENT AND OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC, INCLUDING THE DEFINITIVE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Materials filed with the SEC will be available electronically, without charge, at an internet site maintained by the SEC. The address of that site is http://www.sec.gov See .gov and GovNet. (networking) gov - The top-level domain for US government bodies. . In addition, the Proxy Statement/Prospectus filed with the SEC by Schuler Homes will be mailed to their stockholders and may be obtained without charge upon request to Schuler Homes, Inc., attention Pamela S. Jones, 808/521-5661.
SCHULER HOMES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
Three months ended December 31,
-------------------------------
2000 1999
unaudited unaudited
--------- ---------
Revenues:
Home and lot sales $ 153,493,000 $ 150,927,000
Costs and expenses:
Home and lot sales 117,207,000 121,248,000
Selling and commissions 9,060,000 9,124,000
General and administrative 8,289,000 7,081,000
Non-cash charge for impairment
of long-lived assets (1) --- ---
---------------- ---------------
Total costs and expenses 134,556,000 137,453,000
---------------- ---------------
Operating income 18,937,000 13,474,000
Income from unconsolidated joint
ventures (182,000) 429,000
Minority interest in pretax income
of consolidated subsidiary (372,000) (172,000)
Other expense (1,805,000) (1,359,000)
---------------- ---------------
Income before provision for
income taxes 16,578,000 12,372,000
Provision for income taxes 6,455,000 4,813,000
---------------- ---------------
Net income $ 10,123,000 $ 7,559,000
================ ===============
Net income per share:
Basic (2) $ 0.50 $ 0.38
================ ===============
Diluted (3) $ 0.46 $ 0.37
================ ===============
Twelve months ended December 31,
-------------------------------
2000 1999
unaudited
--------- ---------
Revenues:
Home and lot sales $ 647,776,000 $ 506,778,000
Costs and expenses:
Home and lot sales 497,966,000 403,684,000
Selling and commissions 38,325,000 31,747,000
General and administrative 34,580,000 25,481,000
Non-cash charge for impairment
of long-lived assets (1) 36,398,000 ---
---------------- ---------------
Total costs and expenses 607,269,000 460,912,000
---------------- ---------------
Operating income 40,507,000 45,866,000
Income from unconsolidated joint
ventures 887,000 1,322,000
Minority interest in pretax income
of consolidated subsidiary (1,149,000) (444,000)
Other expense (7,956,000) (4,851,000)
---------------- ---------------
Income before provision for
income taxes 32,289,000 41,893,000
Provision for income taxes 12,336,000 16,173,000
---------------- ---------------
Net income $ 19,953,000 $ 25,720,000
================ ===============
Net income per share:
Basic (2) $ 0.99 $ 1.29
================ ===============
Diluted (3) $ 0.99 $ 1.28
================ ===============
Nine months (4) ended December 31,
----------------------------------
2000 1999
unaudited unaudited
--------- ---------
Revenues:
Home and lot sales $ 487,040,000 $ 410,885,000
Costs and expenses:
Home and lot sales 371,147,000 328,470,000
Selling and commissions 29,423,000 25,598,000
General and administrative 26,196,000 20,074,000
Non-cash charge for impairment
of long-lived assets (1) 36,398,000 ---
---------------- ---------------
Total costs and expenses 463,164,000 374,142,000
---------------- ---------------
Operating income 23,876,000 36,743,000
Income from unconsolidated joint
ventures 134,000 1,249,000
Minority interest in pretax income
of consolidated subsidiary (999,000) (351,000)
Other expense (6,575,000) (3,490,000)
---------------- ----------------
Income before provision for
income taxes 16,436,000 34,151,000
Provision for income taxes 6,175,000 13,221,000
---------------- ----------------
Net income $ 10,261,000 $ 20,930,000
================ ================
Net income per share:
Basic (2) $ 0.51 $ 1.05
=============== ================
Diluted (3) $ 0.51 $ 1.04
=============== ================
(1) Represents a non-cash after-tax charge of approximately $22.2
million recognized during the quarter ended September 30, 2000,
pursuant to Financial Accounting Standards Board Statement No.
121. This was due to Schuler Homes' plan, in contemplation of the
merger with Western Pacific, to increase its product offerings in
Hawaii by adding projects in various areas on the islands of
O'ahu, Maui, Kauai and Hawaii while reducing its investment in
longer term land parcels where it has a concentration of land.
(2) Basic net income per share was computed using weighted average
number of shares of 20,131,249, 20,109,559 and 20,113,543 for the
three, twelve and nine month periods ended December 31, 2000,
respectively, and 20,087,970, 19,997,759 and 19,985,411 for the
three, twelve and nine month periods ended December 31, 1999,
respectively.
(3) Diluted net income per share for the three-month periods ended
December 31, 2000 and 1999, the twelve-month period ended December
31, 1999 and the nine-month period ended December 31, 1999 was
computed by adding to net income the interest expense of $600,000,
$841,000, $3,342,000 and $2,607,000 (net of related income taxes),
which is applicable to convertible subordinated debentures, and
dividing by 23,080,686, 22,721,960, 22,631,749 and 22,619,401,
which represents the weighted average number of shares assuming
conversion of all convertible subordinated debentures. The
computation of diluted net income per share for the twelve and
nine-month periods ended December 31, 2000 resulted in amounts
greater than or equal to the basic net income per share.
Accordingly, the basic net income per share is also presented as
the diluted net income per share.
(4) In December 2000, the Company changed its accounting year-end from
a December 31 calendar year-end to a fiscal year-end of March 31.
As a result, the quarter ended December 31, 2000 represented the
third quarter of the Company's fiscal year ending March 31, 2001.
UNIT CLOSINGS:
Three Months Twelve Months Nine Months
ended Dec. 31, ended Dec. 31, ended Dec. 31,
-------------- -------------- --------------
2000 1999 2000 1999 2000 1999
---- ---- ---- ---- ---- ----
Consolidated:
Colorado 268 373 1,509 1,368 1,086 1,072
Hawaii (1) 86 90 318 319 230 254
Northern
California 93 97 332 256 254 233
Oregon 46 65 266 308 187 248
Southern
California 23 --- 25 --- 25 ---
Washington (2) 89 74 336 273 281 216
------- ------- ------ -------- ------ -----
Total
Consolidated 605 699 2,786 2,524 2,063 2,023
Unconsolidated
Joint Ventures:
Colorado (3) --- 24 36 80 11 80
Hawaii (4) 9 5 41 21 35 14
Southern
California (5) 17 9 93 18 66 18
------- ------- ------ -------- ------ -----
Total 631 737 2,956 2,643 2,175 2,135
======= ======= ====== ======== ====== ======
Backlog (6):
December 31, 2000 December 31, 1999
Aggregate Aggregate
Number Sales Value Number Sales Value
Consolidated:
Colorado 538 $110,998,000 624 $119,127,000
Hawaii (1) 86 29,811,000 65 17,117,000
Northern California 148 42,402,000 98 28,142,000
Oregon 50 9,865,000 59 10,069,000
Southern California 59 17,007,000 --- ---
Washington (2) 70 24,199,000 69 21,937,000
Arizona 3 691,000 --- ---
---- ------------ ---- ------------
Total Consolidated 954 234,973,000 915 196,392,000
Unconsolidated
Joint Ventures:
Colorado (3) --- --- 28 5,117,000
Hawaii (4) 25 3,191,000 8 1,134,000
Southern
California (5) 3 1,671,000 23 6,084,000
---- ------------ ---- ------------
Total 982 $239,835,000 974 $208,727,000
=== ============ === ============
(1) Includes homes and lots sold pursuant to the Company's "zero-down"
sales program in Hawaii.
(2) Reflects 100% of the information with respect to Stafford Homes,
in which the Company acquired a 49% interest in July 1997. In
January 1999, the Company increased its ownership interest in
Stafford Homes to 89%.
(3) Reflects 100% of the information with respect to the Company's
50%-owned joint venture in Colorado.
(4) Reflects 100% of the information with respect to the Company's two
50% owned joint ventures in Hawaii.
(5) Reflects 100% of the information with respect to the Company's
24.5% to 49%-owned joint ventures in Southern California.
(6) Due to the ability of buyers to cancel their sales contracts, no
assurances can be given that units included in backlog will result
in actual closings.
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