UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): October 31, 2001
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PULTE HOMES, INC
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(Exact name of registrant as specified in its Chapter)
Michigan 001-09804 38-2766606
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
33 Bloomfield Hills Parkway, Suite 200, Bloomfield Hills, Michigan 48304
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (248) 647-2750
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
The audited Financial Statements of Del Webb Corporation for the fiscal
year ended June 30, 2001 appear after the signature page of this report.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PULTE HOMES, INC.
Date: October 31, 2001
By: /s/ John R. Stoller
--------------------------------
Name: John R. Stoller
Title: Senior Vice President,
General Counsel and
Secretary
Independent Auditors' Consent
The Board of Directors
Del Webb Corporation
We consent to the incorporation by reference the registration statements (No.
33-71742 and No. 33-54978) on Form S-3, (No. 333-70786 and No. 33-36814) on Form
S-4, and (No. 333-66286, No. 333-66284, No. 333-66322, No. 33-40102, No.
33-98944, No. 33-99218, and No. 33-51019) on Form S-8 of Pulte Homes, Inc., of
our report dated July 31, 2001, with respect to the consolidated balance sheets
of Del Webb Corporation as of June 30, 2001 and 2000, and the related
consolidated statements of earnings, shareholders' equity, and cash flows for
each of the years in the three-year period ended June 30, 2001, which report
appears in the Form 8-K of Pulte Homes, Inc. dated October 31, 2001.
/s/ KPMG LLP
Phoenix, Arizona
October 29, 2001
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Del Webb Corporation:
We have audited the accompanying consolidated balance sheets of Del Webb
Corporation and subsidiaries as of June 30, 2001 and 2000, and the related
consolidated statements of earnings, shareholders' equity and cash flows for
each of the years in the three-year period ended June 30, 2001. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Del Webb Corporation
and subsidiaries as of June 30, 2001 and 2000, and the results of their
operations and their cash flows for each of the years in the three-year period
ended June 30, 2001 in conformity with accounting principles generally accepted
in the United States of America.
As noted in Note 14 to the consolidated financial statements, effective July 31,
2001, Pulte Homes, Inc. acquired all of the outstanding stock of Del Webb
Corporation.
/s/KPMG LLP
Phoenix, Arizona
July 31, 2001
DEL WEBB CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
JUNE 30, 2001 AND 2000
IN THOUSANDS
Except Share Data
---------------------------------------------------------------------------------------------------------------
2001 2000
---------------------------------------------------------------------------------------------------------------
ASSETS
---------------------------------------------------------------------------------------------------------------
Real estate inventories (Notes 2, 6 and 12) $ 1,758,697 $ 1,755,398
Cash and short-term investments 10,906 21,038
Receivables (Note 3) 40,564 36,121
Property and equipment, net (Note 4) 98,640 96,637
Other assets (Note 5) 72,554 71,563
---------------------------------------------------------------------------------------------------------------
$ 1,981,361 $ 1,980,757
===============================================================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
---------------------------------------------------------------------------------------------------------------
Notes payable, senior and subordinated debt (Note 6) $ 899,598 $ 1,005,424
Contractor and trade accounts payable 106,220 113,574
Accrued liabilities and other payables 168,902 158,351
Home sale deposits 146,746 165,762
Deferred income taxes (Note 8) 68,802 47,030
Income taxes payable (Note 8) 9,432 8,230
---------------------------------------------------------------------------------------------------------------
Total liabilities 1,399,700 1,498,371
---------------------------------------------------------------------------------------------------------------
Commitments, contingencies and subsequent events (Notes 6, 9, 10, 14 and 15)
Shareholders' equity:
Common stock, $.001 par value. Authorized 30,000,000 shares;
issued 18,927,199 shares and 18,360,213 shares at
June 30, 2001 and 2000, respectively (Note 9) 19 18
Additional paid-in capital 181,968 170,112
Retained earnings (Note 6) 407,419 316,240
---------------------------------------------------------------------------------------------------------------
589,406 486,370
Less deferred compensation (Note 9) (7,745) (3,984)
---------------------------------------------------------------------------------------------------------------
Total shareholders' equity 581,661 482,386
---------------------------------------------------------------------------------------------------------------
$ 1,981,361 $ 1,980,757
===============================================================================================================
See accompanying notes to consolidated financial statements.
3
DEL WEBB CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
YEARS ENDED JUNE 30, 2001, 2000 AND 1999
IN THOUSANDS
EXCEPT PER SHARE DATA
------------------------------------------------------------------------------------------------------------------------
2001 2000 1999
------------------------------------------------------------------------------------------------------------------------
Revenues (Note 11) $ 1,936,117 $ 2,040,003 $ 1,466,181
------------------------------------------------------------------------------------------------------------------------
Costs and expenses (Note 11):
Home construction, land and other 1,465,381 1,575,043 1,112,525
Selling, general and administrative 258,007 269,704 203,711
Interest (Note 12) 73,386 85,623 59,179
------------------------------------------------------------------------------------------------------------------------
1,796,774 1,930,370 1,375,415
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Earnings before income taxes 139,343 109,633 90,766
Income taxes (Note 8) 48,164 35,468 32,676
------------------------------------------------------------------------------------------------------------------------
Net earnings $ 91,179 $ 74,165 $ 58,090
========================================================================================================================
Weighted average shares outstanding - basic 18,542 18,289 18,174
========================================================================================================================
Weighted average shares outstanding - assuming dilution 19,051 18,550 18,705
========================================================================================================================
Net earnings per share - basic (Note 7) $ 4.92 $ 4.06 $ 3.20
========================================================================================================================
Net earnings per share - assuming dilution (Note 7) $ 4.79 $ 4.00 $ 3.11
========================================================================================================================
See accompanying notes to consolidated financial statements.
4
DEL WEBB CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
YEARS ENDED JUNE 30, 2001, 2000 AND 1999
IN THOUSANDS, except per share data
-----------------------------------------------------------------------------------------------------------------------
COMMON ADDITIONAL TOTAL
SHARES COMMON PAID-IN RETAINED DEFERRED SHAREHOLDERS'
OUTSTANDING STOCK CAPITAL EARNINGS COMPENSATION EQUITY
-----------------------------------------------------------------------------------------------------------------------
Balances at June 30, 1998 18,108 $ 18 $ 166,328 $ 184,890 $ (5,469) $ 345,767
Shares issued and retired for
stock option and restricted stock
plans, net of amortization 184 - 3,982 - (695) 3,287
Shares repurchased and retired (71) - (1,445) - - (1,445)
Cash dividends ($0.05 per share) - - - (905) - (905)
Net earnings - - - 58,090 - 58,090
-----------------------------------------------------------------------------------------------------------------------
Balances at June 30, 1999 18,221 18 168,865 242,075 (6,164) 404,794
Shares issued and retired for
stock option and restricted stock
plans, net of amortization 139 - 1,250 - 2,180 3,430
Shares repurchased and retired - - (3) - - (3)
Net earnings - - - 74,165 - 74,165
-----------------------------------------------------------------------------------------------------------------------
Balances at June 30, 2000 18,360 18 170,112 316,240 (3,984) 482,386
Shares issued and retired for
stock option and restricted stock
plans, net of amortization 567 1 11,861 - (3,761) 8,101
Shares repurchased and retired - - (5) - - (5)
Net earnings - - - 91,179 - 91,179
-----------------------------------------------------------------------------------------------------------------------
Balances at June 30, 2001 18,927 $ 19 $ 181,968 $ 407,419 $ (7,745) $ 581,661
=======================================================================================================================
See accompanying notes to consolidated financial statements.
5
DEL WEBB CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED JUNE 30, 2001, 2000 AND 1999
(IN THOUSANDS)
2001 2000 1999
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CASH FLOWS FROM OPERATING ACTIVITIES:
Cash received from customers related to operating
community home sales $ 1,781,720 $ 1,945,796 1,394,475
Cash received from commercial land and facility sales
at operating communities 79,956 75,989 56,746
Cash paid for costs related to home construction at
operating Communities (1,155,475) (1,167,392) (881,272)
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Net cash provided by operating community sales activities 706,201 854,393 569,949
Cash paid for land acquisitions at operating communities (19,595) (41,895) (33,626)
Cash paid for lot development at operating communities (283,927) (296,993) (197,650)
Cash paid for amenity development at operating communities (104,490) (223,425) (96,650)
--------------------------------------------------------------------------------------------------------------------
Net cash provided by operating communities 298,189 292,080 242,023
Cash paid for costs related to communities in the
pre-operating stage (17,918) (14,716) (381,361)
Cash received from (paid for) mortgage operations 258 2,114 3,138
Cash received from (paid for) residential land development
project 3,019 (1,465) (1,361)
Cash paid for corporate activities (91,432) (76,535) (64,057)
Interest paid (96,444) (103,116) (73,348)
Cash paid for income taxes (23,148) (10,945) (2,807)
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Net cash provided by (used for) operating activities 72,524 87,417 (277,773)
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CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (12,434) (17,014) (43,480)
Investments in life insurance policies (2,560) (1,905) (1,835)
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Net cash used for investing activities (14,994) (18,919) (45,315)
--------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings 384,072 426,009 739,740
Repayments of debt (459,850) (497,060) (407,813)
Stock repurchases (5) (3) (1,445)
Proceeds from exercise of common stock options 8,121 925 1,818
Dividends paid - - (905)
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Net cash provided by (used for) financing activities (67,662) (70,129) 331,395
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Net increase (decrease) in cash and short-term investments (10,132) (1,631) 8,307
Cash and short-term investments at beginning of year 21,038 22,669 14,362
--------------------------------------------------------------------------------------------------------------------
CASH AND SHORT-TERM INVESTMENTS AT END OF YEAR $ 10,906 $ 21,038 $ 22,669
====================================================================================================================
See accompanying notes to consolidated financial statements.
6
DEL WEBB CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
YEARS ENDED JUNE 30, 2001, 2000 AND 1999
(IN THOUSANDS)
2001 2000 1999
---------------------------------------------------------------------------------------------------------------------
Reconciliation of net earnings to net cash provided by (used for)
operating activities:
Net earnings $ 91,179 $ 74,165 $ 58,090
Amortization of non-cash common costs in costs and expenses,
excluding interest 443,705 496,734 365,260
Amortization of capitalized interest in costs and expenses 73,386 85,623 59,179
Deferred compensation amortization 1,336 4,196 2,431
Depreciation and other amortization 11,107 10,538 8,134
Deferred income taxes 21,772 24,520 18,265
Net decrease (increase) in home construction costs (7,772) 4,578 (83,198)
Land acquisitions (32,050) (41,895) (40,619)
Lot development (284,080) (296,993) (411,309)
Amenity development (104,693) (238,650) (279,150)
Net change in other assets and liabilities (141,366) (35,399) 25,144
---------------------------------------------------------------------------------------------------------------------
Net cash provided by (used for) operating activities $ 72,524 $ 87,417 $ (277,773)
=====================================================================================================================
See accompanying notes to consolidated financial statements.
7
DEL WEBB CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2000, 1999 AND 1998
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The consolidated financial statements include the accounts of Del Webb
Corporation and its subsidiaries (the "Company"). All significant
intercompany transactions and accounts have been eliminated in
consolidation.
Operations
The Company conducts its operations in two primary segments in Arizona,
California, Florida, Illinois, Nevada, South Carolina and Texas. The
Company's active adult communities (primarily its Sun City communities)
are generally large-scale, master planned communities with extensive
amenities for people age 55 and over. The Company's family and country
club communities are open to people of all ages and are generally
developed in metropolitan or market areas in which the Company is
developing active adult communities.
The Company's operations are subject to a number of risks and
uncertainties, including, but not limited to, risks associated with:
the cyclical nature of real estate operations; land acquisition,
entitlement and development; the ability to successfully implement new
strategic initiatives; governmental regulation; growth management and
environmental considerations; geographic concentration; financing and
leverage; interest rate fluctuations; construction labor and material
costs; energy sources; future communities and new geographic markets;
legal matters; and natural risks that exist in certain of the Company's
market areas.
Real Estate Inventories
Real estate inventories include undeveloped land, partially improved
land, amenities and homes on finished lots, in various stages of
completion. These assets include direct construction costs for homes
and common costs. Common costs include: land general and subdivision
land development costs; model home, vacation home and owned golf course
costs in excess of normal direct construction costs; costs of community
sales centers; costs of assets (such as golf courses and recreation
centers) contributed to certain of the community associations; costs of
subsidizing the community associations; development period interest;
and other costs. All of these common costs are capitalized and, along
with estimated future common costs, are allocated on a
community-by-community basis to residential and commercial lots using
the relative sales value method. Home construction, land and other
costs includes the direct construction costs of the home and an
allocation of common costs. Sales commissions and advertising expenses
are included in selling, general and administrative expenses. The
Company recognizes revenue at the close of escrow.
The Company values its real estate inventories to be developed or under
development in accordance with Statement of Financial Accounting
Standards ("SFAS") No. 121, Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed Of. The Company has no
significant recorded value for completed real estate projects.
8
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
SFAS No. 121 requires that long-lived assets to be developed or under
development, such as real estate inventories, be reviewed for
impairment whenever events or changes in circumstances indicate that
the book value of the asset may not be recoverable. If the sum of the
expected future net cash flows (undiscounted and without interest
charges) from an asset to be held and used is less than the book value
of the asset, an impairment loss must be recognized in the amount of
the difference between the book value and fair value. For long-term
assets like active adult communities, the determination of whether
there is an impairment loss is dependent primarily on the Company's
estimate of completion costs and annual home closings over the life of
the community, which involves numerous assumptions and judgments as to
future events over a period of many years. Long-lived assets to be
disposed of, such as real estate inventories held for sale, are
reported at the lower of book value or fair value less costs to sell.
Cash and Short-Term Investments
The Company's policy is to invest its cash in high-grade,
income-producing short-term investments. Accordingly, uninvested cash
balances are generally kept at minimum levels. Short-term investments
are valued at the lower of cost or market and principally include
overnight repurchase agreements, certificates of deposit and commercial
paper with an original maturity of less than 90 days.
Depreciation
Depreciation is computed using principally the straight-line method for
financial statement purposes and accelerated methods for tax purposes
over the estimated useful lives of the assets ranging from 3 to 20
years.
Income Taxes
The Company accounts for income taxes using the asset and liability
method. Deferred tax assets and liabilities are recognized for the
future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and liabilities
and their respective tax bases. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in
future years in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities
of a change in tax rates is recognized in the consolidated statement of
earnings in the period that includes the enactment date.
Earnings Per Share
Earnings per share-basic is determined by dividing net earnings by the
weighted average number of common shares outstanding during the year.
Computing earnings per share-diluted is similar to basic earnings per
share, except the denominator is increased to include the dilutive
effects of options, warrants and convertible securities. Any options
that have an exercise price greater than the average market price are
excluded from the diluted earnings per share calculation.
Consolidated Statements of Cash Flows
In the Consolidated Statements of Cash Flows, the Company defines
operating communities as communities generating revenues from home
closings. Communities in the pre-operating stage are those not yet
generating revenues from home closings.
Warranty Costs
Estimated future warranty costs are charged to home construction, land
and other costs when the revenues from home closings are recognized.
9
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Comprehensive Income
The Company adopted SFAS No. 130, Reporting Comprehensive Income,
during fiscal 1999. SFAS No. 130 requires that an enterprise (a)
classify items of other comprehensive income by their nature in a
financial statement and (b) display the accumulated balance of other
comprehensive income separately from retained earnings and additional
paid-in capital in the equity section of its balance sheet. The Company
had no items of other comprehensive income in any period presented in
these consolidated financial statements
Goodwill
Goodwill is included in other assets and represents the unamortized
excess of the purchase price of two active adult communities in central
Florida over the fair value of net assets acquired in fiscal 1998 (see
Note 5). This goodwill is being amortized on a straight-line basis over
a period of 15 years.
The Company assesses the recoverability of this intangible asset by
determining whether the amortization of the goodwill balance over its
remaining life can be recovered through undiscounted future operating
cash flows of the acquired operation. The amount of goodwill
impairment, if any, is measured based on projected discounted future
operating cash flows using a discount rate reflecting the Company's
average cost of funds. The assessment of the recoverability of goodwill
will be impacted if estimated future operating cash flows are not
achieved.
Financial Instruments
In the normal course of business, the Company may invest in various
financial assets and incur various financial liabilities. The Company
does not trade in derivative financial instruments, although it
occasionally enters into agreements involving derivative financial
instruments for purposes other than trading. At June 30, 2001 the
Company had no significant derivative financial instruments.
The fair value estimates of financial instruments presented in Note 6
have been determined by the Company using available market information
and valuation methodologies deemed appropriate by the Company.
Considerable judgment is required in interpreting market data to
develop the estimates of fair value. Accordingly, these fair value
estimates are not necessarily indicative of the amounts the Company
might pay or receive in actual market transactions. Potential taxes and
other transaction costs have not been considered in estimating fair
value.
The fair values of the Company's publicly held debt are estimated based
on the quoted bid prices for these debt instruments on June 30, 2001.
The carrying amounts of the Company's remaining debt approximate the
estimated fair values because they are at interest rates comparable to
rates currently available to the Company for debt with similar terms
and remaining maturities. For all other financial instruments, the
carrying amounts approximate their fair values because of the short
maturity of these instruments and in some cases because they bear
interest at market rates. As substantially all of the Company's assets
(including real estate inventories and property and equipment) are not
financial instruments, these disclosures, along with those in Note 6,
do not reflect the value of the Company as a whole.
Stock-Based Compensation
In accordance with the provisions of Accounting Principals Board
Opinion No. 25, Accounting for Stock Issued to Employees, the Company
measures employee stock-based compensation expense as the excess of the
market price at the grant date over the amount the employee must pay
for the stock. The Company's general policy is to grant stock options
at fair market value at the date of grant, so no compensation expense
is recognized. As permitted, the Company has elected to adopt only the
disclosure provisions of SFAS No. 123, Accounting for Stock-Based
Compensation (see Note 9).
10
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Use of Estimates
The preparation of the Company's consolidated financial statements in
conformity with accounting principles generally accepted in the United
States of America requires management to make estimates and
assumptions, particularly those previously discussed for real estate
inventories, that affect the amounts reported in the consolidated
financial statements and accompanying notes. Actual results could
differ materially from those estimates.
(2) REAL ESTATE INVENTORIES
The components of real estate inventories are as follows:
In Thousands
at June 30,
-----------------------------------------------------------------------------------------------------------
2001 2000
-----------------------------------------------------------------------------------------------------------
Home construction costs $ 268,562 $ 260,790
Unamortized improvement and amenity costs 1,060,248 1,097,643
Unamortized capitalized interest 130,064 105,213
Land held for housing 195,480 205,142
Land and facilities held for future development or sale 104,343 86,610
-----------------------------------------------------------------------------------------------------------
$ 1,758,697 $ 1,755,398
===========================================================================================================
At June 30, 2001, the Company had 446 completed homes and 484 homes
under construction that were not subject to a sales contract. These
homes represented $65.7 million of home construction costs at June 30,
2001. At June 30, 2000 the Company had 358 completed homes and 492
homes under construction (representing $55.5 million of home
construction costs) that were not subject to a sales contract.
Included in land and facilities held for future development or sale at
June 30, 2001 were 1,138 acres of commercial land that are currently
being marketed for sale at the Company's active adult communities and
558 acres of commercial land that are currently being marketed for sale
at the Company's Anthem Arizona project. Included in land and
facilities held for future development or sale at June 30, 2000 were
241 acres of commercial land that were being marketed for sale at the
Company's active adult communities and 617 acres of commercial land
that were being marketed for sale at the Company's Anthem Arizona
project. Also, included in land and facilities held for future
development or sale at June 30, 2000 were 1,075 lots in the Company's
Nevada family communities.
(3) RECEIVABLES
Receivables are summarized as follows:
In Thousands
at June 30,
-----------------------------------------------------------------------------------------------------------
2001 2000
-----------------------------------------------------------------------------------------------------------
Mortgage loans held for sale or investment $ 22,722 $ 15,939
Notes from sales of land and facilities 9,140 11,250
Escrow funds from home and land sales 2,507 2,189
Other 6,195 6,743
-----------------------------------------------------------------------------------------------------------
$ 40,564 $ 36,121
===========================================================================================================
11
(4) PROPERTY AND EQUIPMENT, NET
Property and equipment, stated at cost, and related accumulated
depreciation are summarized as follows:
In Thousands
at June 30,
-----------------------------------------------------------------------------------------------------------
2001 2000
-----------------------------------------------------------------------------------------------------------
Buildings and improvements $ 34,230 $ 31,417
Equipment 81,890 75,638
Land and improvements 26,387 26,291
-----------------------------------------------------------------------------------------------------------
142,507 133,346
Less accumulated depreciation 43,867 36,709
-----------------------------------------------------------------------------------------------------------
$ 98,640 $ 96,637
===========================================================================================================
(5) OTHER ASSETS
Other assets are summarized as follows:
In Thousands
at June 30,
-----------------------------------------------------------------------------------------------------------
2001 2000
-----------------------------------------------------------------------------------------------------------
Pre-acquisition costs $ 2,614 $ 1,373
Cash surrender value of life insurance policies 29,414 29,462
Utility costs and deposits 4,259 13,093
Prepaid expenses 9,967 9,749
Goodwill, net 7,694 8,361
Water right costs 3,716 3,524
Other 14,890 6,001
-----------------------------------------------------------------------------------------------------------
$ 72,554 $ 71,563
===========================================================================================================
Cash surrender values of life insurance policies relate to policies
acquired in connection with certain executive benefit plans.
(6) NOTES PAYABLE, SENIOR AND SUBORDINATED DEBT
Notes payable, senior and subordinated debt consists of the following:
In Thousands
at June 30,
-----------------------------------------------------------------------------------------------------------
2001 2000
-----------------------------------------------------------------------------------------------------------
9 3/4% Senior Subordinated Debentures due 2003, net, unsecured $ 99,315 $ 98,903
9% Senior Subordinated Debentures due 2006, net, unsecured 98,723 98,449
9 3/4% Senior Subordinated Debentures due 2008, net, unsecured 146,822 146,338
9 3/8% Senior Subordinated Debentures due 2009, net, unsecured 196,346 195,880
10 1/4% Senior Subordinated Debentures due 2010, net, unsecured 144,824 144,223
Notes payable to banks under a senior revolving credit facility and
short-term lines of credit, unsecured 175,000 235,000
Real estate and other notes, variable interest rates from prime
to prime plus 1% and fixed rates from 6.9% to 9.8%, maturities to
2025, primarily secured 38,568 86,631
-----------------------------------------------------------------------------------------------------------
$ 899,598 $ 1,005,424
===========================================================================================================
12
(6) NOTES PAYABLE, SENIOR AND SUBORDINATED DEBT (CONTINUED)
In March 1993 the Company completed a public offering of $100 million
of Senior Subordinated Debentures, which are shown net of unamortized
deferred financing costs and discount. These Debentures are due on
March 1, 2003 and have a stated interest rate of 9 3/4 percent per
year. Interest is payable semi-annually on March 1 and September 1. The
annual effective interest rate of the Debentures, after giving effect
to the amortization of deferred financing costs and discount, is 10.2
percent. The Debentures may be redeemed by the Company at 100 percent
of the principal amount of the Debentures redeemed, plus accrued and
unpaid interest to the redemption date.
In February 1994 the Company completed a public offering of $100
million of Senior Subordinated Debentures, which are shown net of
unamortized deferred financing costs. These Debentures are due on
February 15, 2006 and have a stated interest rate of 9 percent per
year. Interest is payable semi-annually on February 15 and August 15.
The annual effective interest rate of the Debentures, after giving
effect to the amortization of deferred financing costs, is 9.3 percent.
The Debentures may be redeemed by the Company on or after February 15,
2000, 2001, 2002 and 2003 at 103.375, 102.250, 101.125 and 100 percent,
respectively, of the principal amount of the Debentures redeemed, plus
accrued and unpaid interest to the redemption date.
In January 1997 the Company completed a public offering of $150 million
of Senior Subordinated Debentures, which are shown net of unamortized
deferred financing costs and discount. These Debentures are due on
January 15, 2008 and have a stated interest rate of 9 3/4 percent per
year. Interest is payable semi-annually on January 15 and July 15. The
annual effective interest rate of the Debentures, after giving effect
to the amortization of deferred financing costs and discount, is 10.1
percent. The Debentures may be redeemed by the Company on or after
January 15, 2002, 2003, 2004 and 2005 at 104.875, 103.250, 101.625 and
100 percent, respectively, of the principal amount of the Debentures
redeemed, plus accrued and unpaid interest to the redemption date.
In May 1998 the Company completed a public offering of $200 million of
Senior Subordinated Debentures, which are shown net of unamortized
deferred financing costs. These Debentures are due on May 1, 2009 and
have a stated interest rate of 9 3/8 percent per year. Interest is
payable semi-annually on May 1 and November 1. The annual effective
interest rate of the Debentures, after giving effect to the
amortization of deferred financing costs, is 9.6 percent. The
Debentures may be redeemed by the Company on or after May 1, 2003,
2004, 2005 and 2006 at 104.688, 103.125, 101.563 and 100 percent,
respectively, of the principal amount of the Debentures redeemed, plus
accrued and unpaid interest to the redemption date.
In February 1999 the Company completed a public offering of $150
million of Senior Subordinated Debentures, which are shown net of
unamortized deferred financing costs. These Debentures are due on
February 15, 2010 and have a stated interest rate of 10 1/4 percent per
year. Interest is payable semi-annually on February 15 and August 15.
The annual effective interest rate of the Debentures, after giving
effect to the amortization of deferred financing costs, is 10.7
percent. The Debentures may be redeemed by the Company on or after
February 15, 2004, 2005, 2006, 2007 and 2008 at 105.125, 103.844,
102.563, 101.281 and 100 percent, respectively, of the principal amount
of the Debentures redeemed, plus accrued and unpaid interest to the
redemption date.
The Company has a $500 million senior unsecured revolving credit
facility (the "Credit Facility"). If the Credit Facility is not further
amended, it will mature in October 2004. Borrowings under the Credit
Facility currently bear interest at the prime rate or, if the Company
selects, at the London interbank offered rate plus 1.45 to 1.70
percent, depending on the Company's ratio of debt to tangible net
worth. The effective interest rate on borrowings outstanding under the
Credit Facility at June 30, 2001 and 2000 was 5.7 percent and 8.6
percent, respectively.
13
(6) NOTES PAYABLE, SENIOR AND SUBORDINATED DEBT (CONTINUED)
The Credit Facility and the indentures for the Company's publicly-held
debt contain covenants which, taken together and among other things,
limit investments in unentitled land and unsold homes, dividends, stock
repurchases, incurrence of indebtedness and certain acquisitions and
which could, depending on the circumstances, affect the Company's
ability to borrow in the future. At June 30, 2001 the Company had
$175.0 million outstanding under the Credit Facility and no amount
outstanding under its $5 million of short-term line of credit (together
with the Credit Facility, the "Credit Facilities"). At that date, the
entire $330 million of unused capacity under the Credit Facilities was
available to the Company.
At June 30, 2001, under the most restrictive of the covenants in the
Company's debt agreements, $76.0 million of the Company's retained
earnings was available for payment of cash dividends and acquisition of
stock.
The estimated fair values at June 30, 2001 of the Company's 9 3/4%
Senior Subordinated Debentures due 2003, 9% Senior Subordinated
Debentures due 2006, 9 3/4% Senior Subordinated Debentures due 2008,
9 3/8% Senior Subordinated Debentures due 2009 and 10 1/4% Senior
Subordinated Debentures due 2010 were $100.3 million, $104.0 million,
$154.1 million, $203.0 million and $158.3 million, respectively. Their
estimated fair values at June 30, 2000 were $99.0 million, $89.6
million, $130.9 million $168.3 million and $140.6 million,
respectively.
The principal payment requirements (in thousands) on debt for the next
five years ended June 30 are as follows:
2002 $ 14,678
2003 $ 101,961
2004 $ 10,954
2005 $ 177,113
2006 $ 100,905
(7) EARNINGS PER SHARE
A summary of the reconciliation from basic earnings per share to
diluted earnings per share for the years ended June 30, follows:
IN THOUSANDS
(EXCEPT PER SHARE AMOUNTS)
AT JUNE 30,
------------------------------------------------------------------------------------------------------------
2001 2000 1999
------------------------------------------------------------------------------------------------------------
Net earnings $ 91,179 $ 74,165 $ 58,090
Basic EPS - Weighted average shares outstanding 18,542 18,289 18,174
------------------------------------------------------------------------------------------------------------
Basic earnings per share $ 4.92 $ 4.06 $ 3.20
============================================================================================================
Basic EPS - Weighted average shares outstanding 18,542 18,289 18,174
Effect of dilutive securities:
Stock options 509 261 531
------------------------------------------------------------------------------------------------------------
Dilutive EPS - Weighted average shares outstanding 19,051 18,550 18,705
------------------------------------------------------------------------------------------------------------
Diluted earnings per share $ 4.79 $ 4.00 $ 3.11
============================================================================================================
Antidilutive stock options not included in diluted EPS 175 1,260 366
============================================================================================================
14
(8) INCOME TAXES
The components of income taxes are:
In Thousands
Year Ended June 30,
-----------------------------------------------------------------------------------------------------------
2001 2000 1999
-----------------------------------------------------------------------------------------------------------
Current:
Federal $ 24,600 $ 10,020 $ 13,506
State 1,792 928 905
-----------------------------------------------------------------------------------------------------------
26,392 10,948 14,411
-----------------------------------------------------------------------------------------------------------
Deferred:
Federal 19,756 23,554 16,471
State 2,016 966 1,794
-----------------------------------------------------------------------------------------------------------
21,772 24,520 18,265
-----------------------------------------------------------------------------------------------------------
$ 48,164 $ 35,468 $ 32,676
===========================================================================================================
Deferred tax assets and liabilities have been recognized in the
consolidated balance sheets due to temporary differences and
carryforwards as follows:
In Thousands
at June 30,
-----------------------------------------------------------------------------------------------------------
2001 2000
-----------------------------------------------------------------------------------------------------------
Deferred tax assets:
Net operating loss carryforwards $ 1,348 $ 1,252
Tax credit carryforwards 3,476 3,045
Property and equipment, principally due to differences in
depreciation 9,813 15,923
State income taxes 552 1,728
Deferred compensation 7,805 8,570
Accruals 17,387 18,907
Deferred income 5,566 10,161
Other 2,134 2,796
-----------------------------------------------------------------------------------------------------------
48,081 62,382
Valuation allowance 3,389 3,389
-----------------------------------------------------------------------------------------------------------
44,692 58,993
-----------------------------------------------------------------------------------------------------------
Deferred tax liabilities:
Real estate, principally due to basis differences 112,620 105,001
Other 874 1,022
-----------------------------------------------------------------------------------------------------------
113,494 106,023
-----------------------------------------------------------------------------------------------------------
Net deferred income tax liability $ 68,802 $ 47,030
===========================================================================================================
15
(8) INCOME TAXES (CONTINUED)
Income taxes differ from the amounts computed using the federal
statutory income tax rate as a result of the following:
In Thousands
Year Ended June 30,
-----------------------------------------------------------------------------------------------------------
2001 2000 1999
-----------------------------------------------------------------------------------------------------------
Expected taxes at current federal statutory $ 48,770 $ 38,372 $ 31,768
income tax rate
State income taxes, net of federal benefit 3,804 3,656 2,696
Federal and state tax credits (2,595) (2,367) (2,146)
Adjustments due to the settlement of audits
and resolution of issues (2,000) (4,000) 85
Other 184 (193) 273
-----------------------------------------------------------------------------------------------------------
Income taxes $ 48,164 $ 35,468 $ 32,676
===========================================================================================================
At June 30, 2001 the Company had a state net operating loss
carryforward of $27.0 million that begins to expire in fiscal 2010.
There were no net changes in the total valuation allowance for the
years ended June 30, 2001 and 2000. Management believes it is more
likely than not that the results of future operations will generate
sufficient taxable income to realize the deferred tax assets as reduced
by the valuation allowance.
(9) COMMON STOCK RESERVED
The Company has six employee stock option plans: the 1981 Stock Option
Plan (under which no grants can be made subsequent to December 31,
1991); the 1986 Stock Option and Stock Appreciation Rights (SAR) Plan
(under which no grants can be made subsequent to December 31, 1995);
and the 1991, 1993, 1995 and 1998 Executive Long-Term Incentive Plans
(ELTIPs), which cover both options and restricted stock grants. Options
under each of these plans are granted to key employees to purchase
shares of the Company's common stock at a price not less than the
current market price at the date of the grant. The options are
exercisable over a ten-year period from the date of the grant. Shares
authorized for grant under the 1991 ELTIP total 750,000. Shares
authorized for grant under the 1993 ELTIP total 1,200,000, of which no
more than 450,000 may be used for restricted stock grants. Shares
authorized for grant under the 1995 ELTIP total 1,200,000, of which no
more than 100,000 may be used for restricted stock grants. Shares
authorized for grant under the 1998 ELTIP total 1,000,000, of which no
more than 100,000 may be used for time-based restricted stock grants
and no more than 100,000 may be used for performance-based restricted
stock grants.
The Company also has the 1991 Directors' Stock Plan, the 1995 Director
Stock Plan and the 1998 Director Stock Plan, under which options may be
granted to the Directors of the Company to purchase shares of the
Company's common stock at a price not less than the current market
price at the date of grant. Under these plans the Directors may elect
to defer some or all of their annual retainers and receive restricted
stock or stock options at prices that, when combined with the amounts
of deferred retainers, equal the current market price at the date of
the grant. Shares authorized under these plans total 75,000 per plan
(225,000 shares in the aggregate).
The Company has adopted the disclosure requirements of SFAS No. 123,
Accounting for Stock-Based Compensation. As permitted under SFAS No.
123, the Company measures employee stock-based compensation expense as
the excess of the market price at the grant date over the amount the
employee must pay for the stock.
16
(9) COMMON STOCK RESERVED (CONTINUED)
SFAS No. 123 requires disclosure of pro forma net earnings and pro
forma net earnings per share as if the fair value based method had been
applied in measuring employee compensation expense for awards granted
in fiscal 1996 through fiscal 2001. Management believes that the fiscal
1999 and 1998 pro forma amounts may not be representative of the
effects of stock-based awards on future pro forma net earnings and pro
forma net earning per share because, among other reasons, those pro
forma amounts exclude the pro forma employee compensation expense
related to unvested stock options granted before fiscal 1996.
Reported and such pro forma net earnings, in thousands, and net
earnings per share amounts for the years ended June 30, 2001, 2000 and
1999 are set forth below:
2001 2000 1999
-----------------------------------------------------------------------------------------------------------
Reported:
Net earnings $ 91,179 $ 74,165 $ 58,090
Net earnings per share - basic 4.92 4.06 3.20
Net earnings per share - assuming dilution 4.79 4.00 3.11
Pro forma:
Net earnings 89,588 72,550 56,890
Net earnings per share - basic 4.83 3.97 3.13
Net earnings per share - assuming dilution 4.70 3.91 3.04
-----------------------------------------------------------------------------------------------------------
The fair values of employee stock options granted were estimated on the
dates of their grant using the Black-Scholes option pricing model based
on the following weighted average assumptions:
2001 2000 1999
-----------------------------------------------------------------------------------------------------------
Risk free interest rate 5.33% 6.70% 5.71%
Expected life (in years) 7.3 7.5 7.4
Expected volatility 39% 33% 30%
Expected dividend yield 0.45% 0.68% 0.82%
-----------------------------------------------------------------------------------------------------------
Stock option activity for the years ended June 30, 2001, 2000, and 1999
is summarized as follows:
2001 2000 1999
-----------------------------------------------------------------------------
Options Weighted Options Weighted Options Weighted
Average Average Average
Exercise Exercise Exercise
Price Price Price
------------------------------------------------------------------------------------------------------------
Options outstanding, beginning
of year 2,072,601 $ 19.60 1,932,821 $ 18.21 1,807,632 $ 16.61
Granted 338,000 25.45 415,500 22.70 372,879 25.91
Exercised (634,035) 17.43 (195,530) 11.36 (138,570) 15.79
Canceled (75,850) 22.85 (80,190) 22.16 (109,120) 21.02
------------------------------------------------------------------------------------------------------------
Options outstanding at end
of year 1,700,716 $ 21.43 2,072,601 $ 19.60 1,932,821 $ 18.21
============================================================================================================
Options exercisable at end of
year 833,441 $ 18.87 1,176,002 $ 17.28 1,098,619 $ 15.16
============================================================================================================
Weighted average fair value
of options granted during
year $12.62 $ 10.73 $ 10.90
============================================================================================================
17
(9) COMMON STOCK RESERVED (CONTINUED)
Stock options outstanding at June 30, 2001 were as follows:
Options Outstanding Options Exercisable
----------------------------------------------------------------------------- -------------------------
Range of Options Weighted Average Weighted Options Weighted
Exercise Price Remaining Contractual Average Average
Life Exercise Exercise
Price Price
----------------------------------------------------------------------------- -------------------------
$ 8.00 - $ 9.89 16,000 0.1 Years $ 9.13 16,000 $ 9.13
$10.97 - $14.53 130,285 1.5 13.72 130,285 13.72
$15.71 - $18.10 292,911 4.0 16.40 259,861 16.40
$20.56 - $29.20 1,261,520 7.6 23.55 427,295 22.30
---------------- -----------
1,700,716 6.4 Years $ 21.43 833,441 $ 18.87
============================================================================= =========================
Shares granted, net of cancellations, under the Company's restricted
stock plans during the years ended June 30, 2001, 2000 and 1999
aggregated 117,930 shares, 120,335 shares and 96,930 shares,
respectively. The Company recognized compensation expense of $1.5
million, $4.4 million and $2.4 million related to shares granted under
the restricted stock plans for the years ended June 30, 2001, 2000 and
1999, respectively.
(10) DEFINED CONTRIBUTION PLAN
The Company sponsors a defined contribution retirement savings plan
that covers substantially all employees of the Company after completion
of six months of service. Company contributions to this plan, which can
include amounts based on a percentage of employee contributions as well
as discretionary contributions, were $4.0 million, $3.2 million and
$1.3 million for the years ended June 30, 2001, 2000 and 1999,
respectively.
18
(11) REVENUES AND COSTS AND EXPENSES
The components of revenues and costs and expenses:
In Thousands
Year Ended June 30,
-------------------------------------------------------------------------------------------------------------
2001 2000 1999
-------------------------------------------------------------------------------------------------------------
Revenues:
Homebuilding:
Active adult communities $ 1,257,888 $ 1,318,092 $ 1,084,463
Family and country club communities 545,710 583,744 302,658
-------------------------------------------------------------------------------------------------------------
1,803,598 1,901,836 1,387,121
Models/vacation getaway homes with
long-term leaseback* - 31,435 -
-------------------------------------------------------------------------------------------------------------
Total homebuilding 1,803,598 1,933,271 1,387,121
Land and facility sales 102,197 76,237 61,861
Other 30,322 30,495 17,199
-------------------------------------------------------------------------------------------------------------
$ 1,936,117 $ 2,040,003 $ 1,466,181
=============================================================================================================
* For the fiscal year ended June 30, 2000, revenues (in thousands) from the
sale of models/vacation getaway homes with long-term leasebacks are net of
deferred profits of $14,174. These deferred profits are being amortized as
reductions of selling, general and administrative expenses over the
leaseback periods.
Costs and expenses:
Home construction and land:
Active adult communities $ 933,338 $ 997,487 $ 807,518
Family and country club communities 429,484 463,454 244,607
-------------------------------------------------------------------------------------------------------------
1,362,822 1,460,941 1,052,125
Models/vacation getaway homes with
long-term leaseback - 31,435 -
-------------------------------------------------------------------------------------------------------------
Total homebuilding 1,362,822 1,492,376 1,052,125
Cost of land and facility sales 78,020 59,765 52,268
Other cost of sales 24,539 22,902 8,132
-------------------------------------------------------------------------------------------------------------
Total home construction, land and other 1,465,381 1,575,043 1,112,525
Selling, general and administrative 258,007 269,704 203,711
Interest 73,386 85,623 59,179
-------------------------------------------------------------------------------------------------------------
$ 1,796,774 $ 1,930,370 $ 1,375,415
=============================================================================================================
(12) INTEREST
The following table shows the components of interest:
In Thousands
Year Ended June 30,
-----------------------------------------------------------------------------------------------------------
2001 2000 1999
-----------------------------------------------------------------------------------------------------------
Interest incurred and capitalized $ 98,237 $ 105,829 $ 82,731
===========================================================================================================
Amortization of capitalized interest in costs
and expenses $ 73,386 $ 85,623 $ 59,179
===========================================================================================================
Unamortized capitalized interest included
in real estate inventories at year end $ 130,064 $ 105,213 $ 85,007
===========================================================================================================
Interest income $ 1,202 $ 849 $ 1,081
===========================================================================================================
Interest income is included in other revenues.
19
(13) SEGMENT INFORMATION
The Company conducts its operations in two primary segments in Arizona,
California, Florida, Illinois, Nevada, South Carolina and Texas. The
Company's active adult communities (primarily its Sun City communities)
are generally large-scale, master planned communities with extensive
amenities for people age 55 and over. The Company's family and country
club communities are open to people of all ages and are generally
developed in metropolitan or market areas in which the Company is
developing active adult communities. Within all of its communities, the
Company is usually the exclusive builder of homes.
Both of the Company's primary segments generate their revenues through
the sale of homes (and, to a much lesser extent, land and facilities)
to external customers in the United States. The Company is not
dependent on any major customer.
Information as to the operations of the Company in different business
segments is set forth below based on the nature of the Company's
communities and their customers. Certain information has not been
included by segment due to the immateriality of the amount to the
segments or in total. The Company evaluates 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 Note 1 for the
Company. There are no significant intersegment transactions.
In Thousands
Year Ended June 30,
------------------------------------------------------------------------------------------------------------
2001 2000 1999
------------------------------------------------------------------------------------------------------------
Revenues:
Active adult communities $ 1,291,008 $ 1,375,776 $ 1,111,366
Family and country club communities 615,887 659,343 344,051
Corporate and other 29,222 4,884 10,764
------------------------------------------------------------------------------------------------------------
$ 1,936,117 $ 2,040,003 $ 1,466,181
============================================================================================================
EBIT:
Active adult communities $ 210,202 $ 194,921 $ 171,311
Family and country club communities 90,806 79,920 39,548
Corporate and other (88,279) (79,585) (60,914)
------------------------------------------------------------------------------------------------------------
$ 212,729 $ 195,256 $ 149,945
============================================================================================================
Amortization of Capitalized Interest:
Active adult communities $ 48,224 $ 60,713 $ 44,816
Family and country club communities 25,162 24,910 14,363
Corporate and other - - -
------------------------------------------------------------------------------------------------------------
$ 73,386 $ 85,623 $ 59,179
============================================================================================================
Assets at Year End:
Active adult communities $ 1,329,630 $ 1,367,608 $ 1,280,808
Family and country club communities 380,434 468,080 462,536
Corporate and other 271,297 145,069 123,453
------------------------------------------------------------------------------------------------------------
$ 1,981,361 $ 1,980,757 $ 1,866,797
============================================================================================================
Expenditures for Real Estate Inventories:
Active adult communities $ 958,249 $ 1,050,587 $ 1,053,866
Family and country club communities 395,272 495,115 452,787
Corporate and other - 11,573 103
------------------------------------------------------------------------------------------------------------
$ 1,353,521 $ 1,557,275 $ 1,506,756
============================================================================================================
Purchases of Property and Equipment:
Active adult communities $ 920 $ 5,237 $ 19,733
Family and country club communities 1,228 1,923 904
Corporate and other 10,286 9,854 22,843
------------------------------------------------------------------------------------------------------------
$ 12,434 $ 17,014 $ 43,480
============================================================================================================
20
(13) SEGMENT INFORMATION (CONTINUED)
In Thousands
Year Ended June 30,
----------------------------------------------------------------------------------------------------------
2001 2000 1999
----------------------------------------------------------------------------------------------------------
Depreciation and Other Amortization:
Active adult communities $ 3,754 $ 3,797 $ 3,303
Family and country club communities 1,779 768 275
Corporate and other 5,574 5,973 4,556
----------------------------------------------------------------------------------------------------------
$ 11,107 $ 10,538 $ 8,134
==========================================================================================================
(14) Subsequent Events
On July 31, 2001, Del Webb Corporation merged with Pulte Homes, Inc.
Pulte Homes acquired all of the outstanding shares of Del Webb in a
tax-free stock-for-stock transaction. Each outstanding share of Del
Webb common stock has been converted into 0.894 Pulte Homes common
shares. The exchange ratio was based upon the average price of Pulte
Homes stock as determined by the closing stock price for a 15
trading-day period from July 3 to July 24, 2001. The merger was voted
on and approved at a special Del Webb shareholders' meeting on July 27,
2001.
(15) CONTINGENT LIABILITIES AND COMMITMENTS
The Company is a party to various legal proceedings arising in the
ordinary course of business. While it is not feasible to predict the
ultimate disposition of these matters, it is the opinion of management
that their outcome will not have a material adverse effect on the
financial statements of the Company taken as a whole.
The Company has issued surety bonds and standby letters of credit
aggregating $222.7 million at June 30, 2001.
The Company leases from third parties, under operating leases, office
space, model homes, apartment units which it rents to prospective
customers at its large-scale active adult communities, automobiles,
computers, office equipment, golf course equipment, heavy machinery and
certain other equipment. The leases are generally renewable at the
Company's option for additional periods. Total rent expense incurred by
the Company was $16.3 million, $19.4 million and $13.6 million for the
years ended June 30, 2001, 2000 and 1999, respectively. Minimum lease
payments (in thousands) to be made by the Company under non-cancelable
lease agreements are as follows:
2002 $ 12,494
2003 7,255
2004 2,573
2005 1,755
2006 1,435
Later years 4,075
----------
$ 29,587
==========
21
(16) QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
Quarterly financial information for the years ended June 30, 2001 and
2000 is presented below. The sum of the individual quarterly data may
not equal the annual data due to rounding and fluctuations in weighted
average shares outstanding on a quarter-to-quarter basis.
In Thousands Except Per Share Data
Three Months Ended
-------------------------------------------------------------------------------------------------------
June 30, March 31, December 31, September 30,
2001 2001 2000 2000
-------------------------------------------------------------------------------------------------------
Revenues $ 602,289 $ 429,217 $ 486,953 $ 417,658
Net earnings 30,966 21,098 22,634 16,481
Net earnings per share - basic 1.66 1.13 1.22 .90
Net earnings per share - assuming dilution 1.59 1.10 1.20 .89
-------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------
June 30, March 31, December 31, September 30,
2000 2000 1999 1999
-------------------------------------------------------------------------------------------------------
Revenues $ 635,029 $ 499,799 $ 495,613 $ 409,562
Net earnings 30,706 15,986 13,689 13,784
Net earnings per share - basic 1.67 .87 .75 .76
Net earnings per share - assuming dilution 1.67 .86 .73 .74
-------------------------------------------------------------------------------------------------------
22