Exhibit 99.1
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![(BROOKFIELD HOMES)](https://capedge.com/proxy/8-K/0000950123-10-099436/o66245o6624500.gif) | | NEWS RELEASE |
BROOKFIELD HOMES REPORTS 2010 THIRD QUARTER RESULTS
Investors, analysts and other interested parties can access Brookfield Homes Corporation’s Supplemental Information Package on the company’s website under the Investor Relations/Financial Reports section at www.brookfieldhomes.com. Brookfield Homes Corporation’s third quarter investor conference call can be accessed by teleconference on Friday, October 29, 2010 at 3:30 pm (Eastern Time) at 1-800-319-4610, toll free in North America or 1-604-638-5340. The archived teleconference may be accessed by dialing 1-800-319-6413 (Pincode: 2818), toll free in North America through November 29, 2010. Alternatively, the conference call can be accessed by Webcast on the company’s website at www.brookfieldhomes.com.
Fairfax, Virginia, October 29, 2010— (BHS: NYSE) Brookfield Homes Corporation (“Brookfield Homes”) today announced net new orders and financial results for the quarter ended September 30, 2010:
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| | Three Months Ended Sept. 30 | | | Nine Months Ended Sept. 30 |
Unit Activity | | 2010 | | | 2009 | | | 2010 | | | 2009 | |
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Home closings | | | 98 | | | | 192 | | | | 389 | | | | 435 | |
Net new home orders | | | 87 | | | | 208 | | | | 372 | | | | 627 | |
Active selling communities (end of period) | | | 20 | | | | 29 | | | | 20 | | | | 29 | |
Backlog of homes (units at end of period) | | | 170 | | | | 326 | | | | 170 | | | | 326 | |
Average home selling price | | $ | 651,000 | | | $ | 468,000 | | | $ | 516,000 | | | $ | 477,000 | |
Lot sales to homebuilders | | | 127 | | | | 55 | | | | 215 | | | | 234 | |
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* | | Unit information includes unconsolidated entities |
• | | The overall average selling price increased by 8% for the nine months ended September 30, 2010, compared to the same period in 2009, primarily due to the change in product mix in California and the Washington D.C. area, while home closings decreased by 11% over the same period. |
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Results of Operations | | Three Months Ended Sept. 30 | | | Nine Months Ended Sept. 30 |
(Millions, except per share amounts) | | 2010 | | | 2009 | | | 2010 | | | 2009 | |
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Housing revenue | | $ | 64 | | | $ | 89 | | | $ | 200 | | | $ | 206 | |
Total revenue | | | 75 | | | | 99 | | | | 216 | | | | 231 | |
Impairments and write-offs | | | — | | | | 10 | | | | — | | | | 18 | |
Gross margin | | | 13 | | | | 5 | | | | 37 | | | | 10 | |
Net loss attributable to Brookfield Homes Corporation | | | (0.5 | ) | | | (0.9 | ) | | | (0.4 | ) | | | (11.0 | ) |
Loss per share — diluted* | | $ | (0.19 | ) | | $ | (0.22 | ) | | $ | (0.53 | ) | | $ | (0.73 | ) |
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* | | Diluted loss per share is after preferred dividends |
• | | Housing revenue for the nine months ended September 30, 2010 was $200 million, compared to $206 million for the nine months ended September 30, 2009. |
• | | The company did not record any impairments during the nine months ended September 30, 2010, compared to $18 million for the same period in 2009. |
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• | | Net loss attributable to Brookfield Homes for the three months ended September 30, 2010 was $0.5 million or a diluted loss of $0.19 per share after preferred dividends, compared to a net loss of $0.9 million or $0.22 per share for the three months ended September 30, 2009. |
• | | Net loss attributable to Brookfield Homes for the nine months ended September 30, 2010 was $0.4 million or a diluted loss of $0.53 per share after preferred dividends, compared to a net loss of $11.0 million or $0.73 per share for the nine months ended September 30, 2009. |
Operating Highlights and Recent Developments
• | | The company has exceeded its goal to entitle a total of 1,500 lots during the two year period ending in 2010 — 1,061 lots were entitled in 2009, and 671 lots have been entitled during the nine months ended September 30, 2010. |
• | | Brookfield Homes currently sells from 20 active communities compared to 29 at September 30, 2009. |
• | | At September 30, 2010, the company owned or controlled 26,510 lots, an increase of 2,265 lots from December 31, 2009. |
• | | A summary of lots owned or controlled under option, by region, follows: |
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| | Housing & Land | | | Unconsolidated Entities | | | Total Lots | | | Total Lots | |
(Lots) | | Owned* | | | Options | | | Owned | | | Options | | | 9/30/2010 | | | 12/31/2009 | |
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Northern California | | | 3,298 | | | | 4,950 | | | | — | | | | — | | | | 8,248 | | | | 6,951 | |
Southland/Los Angeles | | | 938 | | | | 582 | | | | 590 | | | | 1,987 | | | | 4,097 | | | | 3,262 | |
San Diego/Riverside | | | 8,680 | | | | 200 | | | | 52 | | | | — | | | | 8,932 | | | | 8,853 | |
Washington D.C. Area | | | 2,627 | | | | 1,165 | | | | 1,187 | | | | — | | | | 4,979 | | | | 4,916 | |
Corporate and Other | | | 196 | | | | — | | | | 58 | | | | — | | | | 254 | | | | 263 | |
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Total September 30, 2010 | | | 15,739 | | | | 6,897 | | | | 1,887 | | | | 1,987 | | | | 26,510 | | | | | |
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Entitled Lots | | | 11,492 | | | | 1,365 | | | | 1,833 | | | | 623 | | | | 15,313 | | | | 14,454 | |
Unentitled Lots | | | 4,247 | | | | 5,532 | | | | 54 | | | | 1,364 | | | | 11,197 | | | | 9,791 | |
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| | | 15,739 | | | | 6,897 | | | | 1,887 | | | | 1,987 | | | | 26,510 | | | | 24,245 | |
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Total December 31, 2009 | | | 14,233 | | | | 6,279 | | | | 1,746 | | | | 1,987 | | | | | | | | 24,245 | |
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* | | Includes consolidated options |
Combination with BPO Residential
On October 5, 2010, Brookfield Properties Corporation (“Brookfield Office Properties”) and Brookfield Homes announced that they had entered into a definitive agreement to combine Brookfield Homes and the North American residential land and housing division of Brookfield Office Properties (“BPO Residential”) into Brookfield Residential Properties Inc. (“Brookfield Residential”).
Completion of the transaction is subject to regulatory approval in the United States and Canada, the approval of the holders of a majority of the outstanding Brookfield Homes’ common stock and other customary closing conditions. Brookfield Asset Management Inc. beneficially owns, through Brookfield Residential, sufficient shares to approve the transaction and has agreed to vote in favor of the transaction at the Brookfield Homes’ stockholders meeting.
On October 12, 2010, Brookfield Residential filed a registration statement with the U.S. Securities and Exchange Commission (“SEC”), which includes a proxy statement/prospectus and other relevant documents concerning the proposed transaction. Shareholders of Brookfield Homes are urged to read the proxy statement/prospectus and any amendments thereto, and any other relevant documents filed with the SEC because they will contain important information relating to Brookfield Homes, BPO Residential and the proposed transaction. The document can be obtained free of charge at the website maintained by the SEC atwww.sec.gov. In addition, you may obtain documents filed with the SEC by Brookfield Homes, including periodic reports and current reports, free of charge by requesting them in writing from
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Brookfield Homes, 8500 Executive Park Avenue, Suite 300, Fairfax, Virginia 22031, Attention: Linda Northwood, or by telephone at (858) 481-2567; e-mail:investorrelations@brookfieldhomes.com.
The respective directors and executive officers of Brookfield Homes, Brookfield Office Properties and Brookfield Residential and other persons may be deemed to be participants in the solicitation of proxies in connection with the proposed transaction. Information regarding Brookfield Homes’ directors and executive officers is available in its proxy statement filed with the SEC on February 26, 2010. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.
Outlook
The increase in closings during the first half of 2010 were partly a result of homebuyers taking advantage of the short-term government stimulus programs. Since then, the sales pace has declined. In the long term, we expect demographics, improved consumer confidence and increased employment will result in higher housing starts as the markets slowly recover.
Owning entitled and/or developed lots in supply-constrained markets places Brookfield Homes in a strong position as the markets improve. The company’s goals for 2010 remain:
• | | Continue to monetize the company’s inventory, targeting $90 million of net cash from operating activities. Net cash flow from operating activities for the nine months ended September 30, 2010, excluding the purchase of new projects for $24 million, was $58 million. |
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• | | Increase lots controlled in certain strategic market areas. During the nine months ended September 30, 2010, the company increased the lots controlled by 2,265 lots, principally in Northern California and the Southland/Los Angeles area. |
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• | | Continue to meet the challenges presented in the market and position Brookfield Homes to return to profitability, with higher overall gross margins as capital is invested in new homebuilding communities. Housing gross margins for the nine months ended September 30, 2010 were 17%, compared to 11% (before impairments) for the nine months ended September 30, 2009. |
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Brookfield Homes Corporation
Brookfield Homes Corporation is a land developer and homebuilder. We entitle and develop land for our own communities and sell lots to third parties. We also design, construct and market single-family and multi-family homes primarily to move-up homebuyers. Our portfolio includes over 26,000 lots owned and controlled in the Northern California; Southland / Los Angeles; San Diego / Riverside; and Washington D.C. Area markets.
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Contact Information:
Linda Northwood
Director, Investor Relations
Tel: 858-481-2567
Email: lnorthwood@brookfieldhomes.com
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This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities referenced herein have not been registered under the United States Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold within the United States absent registration or an applicable exemption from the registration requirements of such Act or laws.
Note: Certain statements in this press release that are not historical facts, including, without limitation, information concerning the potential combination with BPO Residential, and the benefits thereof, information concerning possible or assumed future results of operations of the company, the company’s 2010 outlook, the company’s 2010 goals, targeted 2010 operating cash flow, the entitlement and monetization of lots (and the timing thereof), the company’s future outlook and growth plans including gross margins, profitability, acquisitions and lots controlled, and those statements preceded by, followed by, or that include the words “believe,” “planned,” “anticipate,” “should,” “goals,” “expected,” “potential,” “estimate,” “targeted,” “scheduled” or similar expressions, constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Undue reliance should not be placed on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which may cause the actual results to differ materially from the anticipated future results expressed or implied by such forward-looking statements. There can be no assurance that the proposed transaction will be consummated or that the anticipated benefits will be realized. The proposed transaction is subject to various regulatory approvals and the fulfillment of certain conditions, and there can be no assurance that such approvals will be obtained and/or such conditions will be met. Factors that could cause actual results to differ materially from those set forward in the forward-looking statements include, but are not limited to: failure to obtain required regulatory and shareholder approvals; failure to realize anticipated benefits of the merger; changes in general economic, real estate and other conditions; mortgage rate changes; availability of suitable undeveloped land at acceptable prices; adverse legislation or regulation; ability to obtain necessary permits and approvals for the development of our land; availability of labor or materials or increases in their costs; ability to develop and market our master-planned communities successfully; confidence levels of consumers; ability to raise capital on favorable terms; adverse weather conditions and natural disasters; relations with the residents of our communities; risks associated with increased insurance costs or unavailability of adequate coverage and ability to obtain surety bonds; competitive conditions in the homebuilding industry, including product and pricing pressures; and additional risks and uncertainties referred to in our Form 10-K and other SEC filings, many of which are beyond our control. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.
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Brookfield Homes Corporation
Consolidated Statements of Operations
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| | Three Months Ended | | | Nine Months Ended |
| | September 30 | | | September 30 |
(thousands, except per share amounts) (unaudited) | | 2010 | | | 2009 | | | 2010 | | | 2009 | |
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Revenue | | | | | | | | | | | | | | | | |
Housing | | $ | 63,753 | | | $ | 88,402 | | | $ | 199,749 | | | $ | 205,814 | |
Land | | | 10,834 | | | | 10,141 | | | | 16,180 | | | | 25,009 | |
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Total revenue | | | 74,587 | | | | 98,543 | | | | 215,929 | | | | 230,823 | |
Direct cost of sales | | | | | | | | | | | | | | | | |
Housing | | | (52,994 | ) | | | (75,767 | ) | | | (166,017 | ) | | | (182,657 | ) |
Land | | | (8,500 | ) | | | (8,579 | ) | | | (12,654 | ) | | | (20,801 | ) |
Impairment of housing and land inventory and write-off of option deposits | | | — | | | | (9,580 | ) | | | — | | | | (17,738 | ) |
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| | | 13,093 | | | | 4,617 | | | | 37,258 | | | | 9,627 | |
Selling, general and administrative expense | | | (12,559 | ) | | | (11,504 | ) | | | (38,692 | ) | | | (36,778 | ) |
(Loss) / equity in earnings from unconsolidated entities | | | (228 | ) | | | (535 | ) | | | (285 | ) | | | 1,593 | |
Impairment of investments in unconsolidated entities | | | — | | | | (1,268 | ) | | | — | | | | (12,886 | ) |
Other (expense) / income | | | (799 | ) | | | (1,035 | ) | | | 769 | | | | 9,915 | |
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Loss before income taxes | | | (493 | ) | | | (9,725 | ) | | | (950 | ) | | | (28,529 | ) |
Income tax (expense) / recovery | | | (179 | ) | | | 6,169 | | | | (256 | ) | | | 12,373 | |
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Net loss | | $ | (672 | ) | | $ | (3,556 | ) | | $ | (1,206 | ) | | $ | (16,156 | ) |
Less net loss attributable to non-controlling interest & other interests in consolidated subsidiaries | | | 120 | | | | 2,646 | | | | 778 | | | | 5,124 | |
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Net loss attributable to Brookfield Homes Corporation | | $ | (552 | ) | | $ | (910 | ) | | $ | (428 | ) | | $ | (11,032 | ) |
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Loss per share | | | | | | | | | | | | | | | | |
Basic and diluted | | $ | (0.19 | ) | | $ | (0.22 | ) | | $ | (0.53 | ) | | $ | (0.73 | ) |
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Weighted average common shares outstanding | | | | | | | | | | | | | | | | |
Basic and diluted | | | 29,655 | | | | 26,777 | | | | 28,894 | | | | 26,770 | |
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Brookfield Homes Corporation
Condensed Consolidated Balance Sheets
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| | As at |
| | September 30, | | | December 31, | |
(thousands, except per share amounts) (unaudited) | | 2010 | | | 2009 | |
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Assets | | | | | | | | |
Housing and land inventory | | $ | 854,012 | | | $ | 835,263 | |
Investments in unconsolidated entities | | | 129,318 | | | | 92,477 | |
Receivables and other assets | | | 19,014 | | | | 61,744 | |
Restricted cash | | | 7,351 | | | | 7,485 | |
Deferred income taxes | | | 39,075 | | | | 40,112 | |
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| | $ | 1,048,770 | | | $ | 1,037,081 | |
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Liabilities and Equity | | | | | | | | |
Project specific and other financings | | $ | 392,060 | | | $ | 381,567 | |
Accounts payable and other liabilities | | | 126,950 | | | | 122,190 | |
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Total liabilities | | | 519,010 | | | | 503,757 | |
Other interests in consolidated subsidiaries | | | 43,873 | | | | 47,011 | |
Total equity | | | 485,887 | | | | 486,313 | |
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| | $ | 1,048,770 | | | $ | 1,037,081 | |
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Debt to equity capitalization | | | 43% | | | | 42% | |
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Book value per share, as converted and diluted | | $ | 7.43 | | | $ | 7.58 | |
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Brookfield Homes Corporation
Consolidated Statements of Cash Flow
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| | Three Months Ended | | | Nine Months Ended |
| | September 30 | | | September 30 |
(thousands) (unaudited) | | 2010 | | | 2009 | | | 2010 | | | 2009 | |
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Cash flows from / (used in) operating activities | | | | | | | | | | | | | | | | |
Net loss | | $ | (672 | ) | | $ | (3,556 | ) | | $ | (1,206 | ) | | $ | (16,156 | ) |
Adjustments to reconcile net loss to net cash from operating activities: | | | | | | | | | | | | | | | | |
Distributed / (undistributed) income from unconsolidated entities | | | 254 | | | | 859 | | | | 306 | | | | (1,362 | ) |
Deferred income taxes | | | (1,843 | ) | | | (3,160 | ) | | | 1,037 | | | | (9,556 | ) |
Impairment of housing and land inventory and write-off of option deposits | | | — | | | | 9,580 | | | | — | | | | 17,738 | |
Impairment of investments in unconsolidated entities | | | — | | | | 1,268 | | | | — | | | | 12,886 | |
Stock option compensation costs | | | 314 | | | | 76 | | | | 742 | | | | 468 | |
Other changes in operating assets and liabilities: | | | | | | | | | | | | | | | | |
Decrease / (increase) in receivables and other assets | | | (436 | ) | | | (4,529 | ) | | | 42,730 | | | | 58,769 | |
Decrease / (increase) in housing and land inventory | | | (8,925 | ) | | | 17,235 | | | | (20,688 | ) | | | 17,267 | |
Increase / (decrease) in accounts payable and other liabilities | | | 2,678 | | | | 10,136 | | | | 10,979 | | | | (11,484 | ) |
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Net cash provided by / (used in) operating activities | | | (8,630 | ) | | | 27,909 | | | | 33,900 | | | | 68,570 | |
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Cash flows from / (used in) investing activities | | | | | | | | | | | | | | | | |
Net investments in unconsolidated entities | | | (27,839 | ) | | | (2,693 | ) | | | (40,413 | ) | | | (3,848 | ) |
Restricted cash | | | 134 | | | | (7,483 | ) | | | 134 | | | | (7,483 | ) |
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Net cash used in investing activities | | | (27,705 | ) | | | (10,176 | ) | | | (40,279 | ) | | | (11,331 | ) |
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Cash flows (used in) / from financing activities | | | | | | | | | | | | | | | | |
Net borrowings / (repayments) under project specific and other financings | | | 38,778 | | | | (18,588 | ) | | | 10,493 | | | | (304,496 | ) |
Net contributions / (distributions) from non-controlling interest | | | (2,443 | ) | | | 325 | | | | (4,207 | ) | | | 1,003 | |
Preferred stock issuance, net of issuance costs | | | — | | | | — | | | | — | | | | 249,688 | |
Preferred stock dividends paid in cash | | | — | | | | — | | | | — | | | | (3,500 | ) |
Exercise of stock options | | | — | | | | 66 | | | | 93 | | | | 66 | |
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Net cash provided by / (used in) financing activities | | | 36,335 | | | | (18,197 | ) | | | 6,379 | | | | (57,239 | ) |
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Decrease in cash and cash equivalents | | | — | | | | (464 | ) | | | — | | | | — | |
Cash and cash equivalents at beginning of period | | | — | | | | 464 | | | | — | | | | — | |
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Cash and cash equivalents at end of period | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
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Supplemental cash flow information | | | | | | | | | | | | | | | | |
Interest paid | | $ | 7,185 | | | $ | 8,723 | | | $ | 22,925 | | | $ | 27,707 | |
Income taxes recovered | | $ | — | | | $ | 323 | | | $ | 42,766 | | | $ | 61,023 | |
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