FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C.
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
--- EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 31, 1997
OR
--- TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Transition Period From ________________ To __________________
Commission file number 1-14112
D.R. HORTON, INC.
-----------------
(Exact name of registrant as specified in its charter)
DELAWARE 75-2386963
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1901 Ascension Blvd., Suite 100, Arlington, Texas 76006
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(Address of principal executive offices) (Zip Code)
(817) 856-8200
--------------
(Registrant's telephone number, including area code)
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(Former name, address and fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Common stock, $.01 par value -- 37,222,841 shares as of May 13, 1997
INDEX
D.R. HORTON, INC.
PART I.FINANCIAL INFORMATION. Page
Item 1.Financial Statements.
Consolidated Balance Sheets--March 31, 1997 and September 30, 1996. 3
Consolidated Statements of Income--Three Months Ended March 31, 1997
and 1996; and Six Months Ended March 31, 1997 and 1996. 4
Consolidated Statement of Stockholders' Equity--Six Months Ended
March 31, 1997. 5
Consolidated Statements of Cash Flows--Three Months Ended March 31,
1997 and 1996; Six Months Ended March 31, 1997 and 1996. 6
Notes to Consolidated Financial Statements. 7-8
Item 2.Management's Discussion and Analysis of Results of Operations
and Financial Condition. 9-12
PART II. OTHER INFORMATION.
Item 6.Exhibits and Reports on Form 8-K. 13
SIGNATURES. 14
D.R. HORTON, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
March 31, September 30,
1997 1996
---- ----
(In thousands)
(Unaudited)
ASSETS
Cash $26,814 $32,467
Inventories:
Finished homes and construction in
progress 348,148 216,264
Residential lots - developed and under
development 191,984 127,707
Land held for development 1,312 1,312
----- -----
541,444 345,283
Property and equipment (net) 11,852 5,631
Earnest money deposits and other assets 26,196 15,247
Excess of cost over net assets acquired
(net) 28,303 4,285
------ -----
$634,609 $402,913
======== ========
LIABILITIES
Accounts payable $52,931 $34,391
Accrued expenses and customer deposits 26,164 21,011
Notes payable 318,550 169,873
------- -------
397,645 225,275
STOCKHOLDERS' EQUITY
Preferred stock, $.10 par value, 30,000,000
shares authorized, no shares issued. - -
Common stock, $.01 par value, 100,000,000
shares authorized, 36,839,791 at March 31,
1997 and 32,362,036 at September 30, 1996,
issued and outstanding. 368 324
Additional capital 206,147 159,714
Retained earnings 30,449 17,600
------ ------
236,964 177,638
------- -------
$634,609 $402,913
======== ========
See accompanying notes to consolidated financial statements.
-3-
D. R. HORTON, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
Three Months Six Months
Ended March 31, Ended March 31,
--------------- ---------------
1997 1996 1997 1996
---- ---- ---- ----
(In thousands, except net income per share)
(Unaudited)
Revenues $159,596 $114,042 $303,977 $235,110
Cost of sales 129,792 93,867 247,828 193,402
------- ------ ------- -------
29,804 20,175 56,149 41,708
Selling, general and administrative
expense 18,794 12,060 33,911 24,573
------ ------ ------ ------
Operating income 11,010 8,115 22,238 17,135
Other:
Interest expense (816) (272) (1,600) (941)
Other income 408 223 1,122 597
--- --- ----- ---
(408) (49) (478) (344)
---- --- ---- ----
INCOME BEFORE INCOME TAXES 10,602 8,066 21,760 16,791
Provision for income taxes 3,911 2,944 8,263 6,254
----- ----- ----- -----
NET INCOME $6,691 $5,122 $13,497 $10,537
====== ====== ======= =======
Net income per share $0.20 $0.16 $0.40 $0.35
===== ===== ===== =====
Weighted average number of shares
of common stock and common stock
equivalents outstanding 34,279 31,517 33,635 29,874
====== ====== ====== ======
See accompanying notes to consolidated financial statements.
-4-
D. R. HORTON, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Total
Common Additional Retained Stockholders'
Stock Capital Earnings Equity
----- ------- -------- ------
(In thousands)
(Unaudited)
Balances at October 1, 1996 $324 $159,714 $17,600 $177,638
Net income - - 13,497 13,497
Sale of 3,500,000 shares of common
stock and issuance of 844,444
shares as partial consideration
for acquisition 43 45,510 - 45,553
Stock issuance under employee benefit
plans - 134 - 134
Exercise of stock options 1 789 - 790
Cash dividends paid - - (648) (648)
------------------------------------------
Balances at March 31, 1997 $368 $206,147 $30,449 $236,964
==========================================
See accompanying notes to consolidated financial statements.
-5-
D. R. HORTON, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Months
Ended March 31,
---------------
1997 1996
---- ----
(In thousands)
(Unaudited)
OPERATING ACTIVITIES
Net income $13,497 $10,537
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 1,651 1,408
Expense associated with issuance of stock under
employee benefit plans 100 90
Changes in operating assets and liabilities:
Increase in inventories (110,078) (36,428)
Increase in earnest money deposits and other assets (7,534) (164)
Increase in accounts payable, accrued expenses
and customer deposits 13,951 942
------ ---
NET CASH USED IN OPERATING ACTIVITIES (88,413) (23,615)
------- -------
INVESTING ACTIVITIES
Purchase of property and equipment (3,778) (1,819)
Net cash paid for acquisitions (44,560) (580)
------- ----
NET CASH USED IN INVESTING ACTIVITIES (48,338) (2,399)
------- ------
FINANCING ACTIVITIES
Proceeds from notes payable 160,157 51,093
Repayment of notes payable (65,605) (63,721)
Issuance of common stock 36,403 43,260
Proceeds from issuance of stock under employee benefit
plans 791 543
Cash dividends paid (648) -
------- ------
NET CASH PROVIDED BY FINANCING ACTIVITIES 131,098 31,175
------- ------
INCREASE (DECREASE) IN CASH (5,653) 5,161
Cash at beginning of period 32,467 16,737
------ ------
Cash at end of period $26,814 $21,898
======= =======
Supplemental cash flow information:
Interest paid $8,130 $7,429
====== ======
Income taxes paid $10,920 $7,270
======= ======
See accompanying notes to consolidated financial statements.
-6-
D.R. HORTON, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
March 31, 1997
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited, consolidated financial statements include the
accounts of the D.R. Horton, Inc. (the "Company") and its subsidiaries.
Intercompany accounts and transactions have been eliminated in consolidation.
The statements have been prepared in accordance with generally accepted
accounting principles for interim financial information and with the
instructions to Form 10-Q and Regulation S-X. Accordingly, they do not include
all of the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management, all
adjustments (consisting only of normal recurring accruals) considered necessary
for a fair presentation have been included. Operating results for the three and
six month periods ended March 31, 1997, are not necessarily indicative of the
results that may be expected for the year ending September 30, 1997.
NOTE B - NET INCOME PER SHARE
Net income per share for the three and six month periods ended March 31, 1997
and 1996, is based on the weighted average number of shares of common stock and
dilutive common stock equivalents outstanding.
On April 23, 1996, the Board of Directors declared an eight percent stock
dividend on the Company's common stock, which was paid on May 24, 1996, to
stockholders of record on May 8, 1996. Earnings per share and weighted average
shares outstanding for the three and six month periods ended March 31, 1996,
have been restated to reflect the eight percent stock dividend.
NOTE C - PROVISIONS FOR INCOME TAXES
Deferred tax liabilities and assets, arising from temporary differences between
the carrying amounts of assets and liabilities for financial reporting purposes
and the amounts used for income tax purposes, consist primarily of differences
in depreciation, warranty costs and inventory cost capitalization methods and
were, as of March 31, 1997, not significant.
The provisions for income tax expense for the three and six month periods ended
March 31, 1997 and 1996, are based on the effective tax rates estimated to be in
effect for the respective years. The deferred income tax provisions were not
significant in either period.
The difference between income tax expense and tax computed by applying the
statutory Federal income tax rate to income before income taxes is due primarily
to the effect of applicable state income taxes.
NOTE D - INTEREST
Three months ended Six months ended
March 31, March 31,
--------- ---------
1997 1996 1997 1996
---- ---- ---- ----
(In thousands)
Capitalized interest, beginning of
period $12,073 $8,343 $11,042 $7,118
Interest incurred 5,139 3,674 9,011 7,554
Interest expensed:
Directly (816) (272) (1,600) (941)
Amortized to cost of sales (2,270) (1,890) (4,327) (3,876)
------ ------ ------ ------
Capitalized interest, end of period $14,126 $9,855 $14,126 $9,855
======= ====== ======= ======
-7-
D.R. HORTON, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
March 31, 1997
NOTE E - CAPITALIZATION
On March 14, 1997, the Company completed the sale of 3,500,000 additional shares
of common stock. The net proceeds of $36.4 million, were used to retire debt and
for general corporate purposes.
On January 20 and April 17, 1997, the Company's Board of Directors declared cash
dividends of $.02 per common share.
NOTE F - ACQUISITIONS
In October, 1996, the Company completed the acquisition of the principal assets
(approximately $7.7 million, primarily inventories) of Trimark Communities,
L.L.C., of Denver, Colorado, for $6.8 million in cash and the assumption of
approximately $1.0 million in trade accounts and notes payable associated with
the acquired assets.
In December, 1996, the Company purchased the principal assets (approximately
$19.5 million, primarily inventories) of SGS Communities, Inc., of New Jersey,
for $10.6 million in cash and the assumption of $10.1 million in trade accounts
and notes payable associated with the acquired assets.
In February, 1997, the Company completed the acquisition of all of the
outstanding capital stock of the entities comprising the Torrey Group of
Atlanta, Georgia for $36.9 million in cash, 844,444 newly issued shares of the
Company's common stock, valued at $9.2 million, and a contingent payment
estimated at $1 million. The estimated market value of the assets acquired, less
liabilities assumed, amounts to $24.4 million.
At May 13, 1997, the final determination of the valuations of the acquired
companies had not been completed. Any subsequent adjustments to the beginning
balance sheet valuation amounts estimated herein will be recorded in future
periods as adjustments to the excess of cost over net assets acquired and
amortized over 20 years.
The following unaudited pro forma combined financial data give effect to the
Torrey acquisition as if it had occurred on the first day of each period
presented. The pro forma information has been prepared utilizing the historical
consolidated financial statements of the Company and Torrey. It does not include
any adjustments for anticipated cost savings expected to be achieved as a result
of the acquisition. The pro forma information should be read in conjunction with
the historical financial statements and notes thereto. The pro forma financial
data is provided for comparative purposes only and are not necessarily
indicative of the results which would have been obtained if the Torrey
acquisition had been effected during the periods presented. The pro forma
financial information is based upon the purchase method of accounting.
Periods ended March 31, 1997
---------------------------
Three Six
months months
------ ------
(In thousands, except for
net income per share)
Total revenues $177,066 $383,821
Net income 5,853 13,666
Net income per share $0.17 $0.40
-8-
Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
RESULTS OF OPERATIONS
The following tables set forth certain operating and financial data for the
Company:
Percentages of Revenue
----------------------
Three Six
Months Ended Months Ended
March 31, March 31,
------------ ------------
1997 1996 1997 1996
---- ---- ---- ----
Costs and expenses:
Cost of sales 81.3 % 82.3 % 81.5 % 82.3 %
Selling, general and administrative expense 11.8 10.6 11.2 10.4
Interest expense 0.5 0.2 0.5 0.4
--- --- --- ---
Total costs and expenses 93.6 93.1 93.2 93.1
Other (income) (0.3) (0.2) (0.3) (0.3)
---- ---- ---- ----
Income before income taxes 6.7 7.1 7.1 7.2
Income taxes 2.5 2.6 2.7 2.7
--- --- --- ---
Net income 4.2 % 4.5 % 4.4 % 4.5 %
=== === === ===
New sales contracts, net Homes in
of cancellations Home closings sales backlog
-------------------------- ---------------------------- -----------------
Three Six Three Six
Months Ended Months Ended Months Ended Months Ended As of
March 31, March 31, March 31, March 31, March 31,
--------- --------- --------- --------- ---------
1997 1996 1997 1996 1997 1996 1997 1996 1997 1996
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
Mid-Atlantic (New Jersey,
North and South Carolina,
Washington, D.C 192 165 300 278 151 134 267 271 361 205
Midwest (Illinois,
Kansas, Minnesota,
Missouri, Ohio) 140 162 229 273 106 63 211 135 202 252
Southeast (Alabama,
Florida, Georgia)
Tennessee) 298 149 398 256 241 106 371 246 407 200
Southwest (Arizona, New
Mexico, Texas) 339 363 604 630 270 293 603 601 490 446
West (California, Colorado,
Nevada, Utah) 312 189 501 290 202 102 373 176 381 195
--- --- --- --- --- --- --- --- --- ---
Totals 1,281 1,028 2,032 1,727 970 698 1,825 1,429 1,841 1,298
===== ===== ===== ===== === === ===== ===== ===== =====
-9-
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Three Months Ended March 31, 1997 Compared to Three Months Ended March 31, 1996
Revenues for the three months ended March 31, 1997, increased by 39.9%, to
$159.6 million, from $114.0 million in the comparable period of 1996. The number
of homes closed by the Company increased by 39.0%, to 970 homes in the three
months ended March 31, 1997, from 698 in the same period of 1996. Percentage
increases in revenues ranging from 19.5% to 105.3% were achieved in four of the
Company's five market regions, with a 3.5% decline in the Southwest region. The
increases in both revenues and home closings were due in part to the results
achieved by the Torrey Group, the acquisition of which was consummated in
February, 1997. In the three months ended March 31, 1997, the Torrey Group
provided $24.1 million in revenues, closing 170 homes.
The average selling price of homes closed in the three months ended March 31,
1997, was $164,200, essentially unchanged from $163,800 in the same period of
1996. The increase in average sales price was attributable to differences in the
geographic mix of markets in which homes were closed.
New net sales contracts increased 24.6%, to 1,281 homes for the three months
ended March 31, 1997, from 1,028 homes for the three months ended March 31,
1996. The Torrey Group had 191 new net home sales during the current period.
Excluding them, new net sales contracts amounted to 1,090 homes in the current
three-month period, a 6.0% increase over 1996.
The Company was operating in 272 subdivisions at March 31, 1997, compared to 174
subdivisions at March 31, 1996. At March 31, 1997, the Company's backlog of
sales contracts was 1,841 homes, a 41.8% increase over comparable figures at
March 31, 1996. The backlog of sales contracts held by the Torrey Group amounted
to 343. Without them, the backlog would have been 1,498 homes, an increase of
15.4%. The average sales value of homes in backlog increased by 1.3%, to
$176,200 at March 31, 1997, from $174,000 at March 31, 1996.
Cost of sales increased by 38.3%, to $129.8 million in the three months ended
March 31, 1997, from $93.9 million in the comparable period of 1996. The
increase was primarily attributable to the increase in revenues. As a percentage
of revenues, cost of sales decreased to 81.3% in 1997 from 82.3% in 1996, as the
Company was able to increase sales prices while controlling costs.
Selling, general and administrative (SG&A) expense increased by 55.8%, to $18.8
million in the three months ended March 31, 1997, from $12.1 million in the
comparable period of 1996. As a percentage of revenues, SG&A expense increased
1.2%, to 11.8% in 1997, from 10.6% in 1996. The increase in SG&A expenses as a
percentage of revenues was primarily due to costs associated with consummating
the new acquisitions and integrating their operations into the Company's. Costs
associated with converting beginning sales backlog to revenues at a slower rate
than the Company has experienced in the past also caused an increase in SG&A
expenses as a percentage of revenues.
Interest expense totalled $0.8 million in the three months ended March 31, 1997,
compared to $0.3 million in the comparable period of 1996. The Company follows a
policy of capitalizing interest only on inventory under construction or
development. During the three months ended March 31, 1997 and 1996, the Company
expensed a portion of incurred interest and other financing costs due to
increased levels of developed lots and finished homes. Capitalized interest and
other financing costs are included in cost of sales at the time of home
closings.
Other income, which consists mainly of interest income, the pre-tax earnings of
the DRH Title Companies, and, in the 1997 period, pre-tax earnings of DRH
Mortgage Company, Ltd., increased to $408,000 in the three months ended March
31, 1997, from $223,000 for the same period of 1996.
The provision for income taxes was $3.9 million in the three months ended March
31, 1997, up $1.0 million from the $2.9 million for the comparable quarter of
1996. The increase in income taxes was primarily attributable to the increase in
income before income taxes.
-10-
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Six Months Ended March 31, 1997 Compared to Six Months Ended March 31, 1996
Revenues for the six months ended March 31, 1997, increased by 29.3%, to $304.0
million, from $235.1 million in the comparable period of 1996. The number of
homes closed by the Company increased by 27.7%, to 1,825 in the six months ended
March 31, 1997, from 1,429 in the same period of 1996. Percentage increases in
revenues ranging from 2.4% to 115.4% were achieved in each of the Company's
market regions. The Torrey Group of companies was acquired during the six months
ended March 31, 1997, and provided $24.1 million in revenues, closing 170 homes.
Excluding them, revenues increased 19.0%, to $279.9 million (1,655 homes) in the
current six-month period.
There was a 1.0% increase in the average selling price of homes closed, to
$166,300 in the six months ended March 31, 1997, from $164,700 in the same
period of 1996. The increase in average sales price was attributable to
differences in the geographic mix of markets in which homes were closed.
The dollar amount of new net sales contracts increased 17.9%, to $342.1 million
(2,032 homes) for the six months ended March 31, 1997, from $290.3 million
(1,727 homes) for the comparable period of 1996. New net sales for the Torrey
Group during the current six-month period amounted to $27.7 million (191 homes).
Net of their effect, the dollar value of new net sales contracts increased by
8.3%, to $314.4 million (1,841 homes) in the six months ended March 31, 1997.
Cost of sales increased by 28.1%, to $247.8 million in the six months ended
March 31, 1997, from $193.4 million in the comparable period of 1996. The
increase was primarily attributable to the increase in revenues. Cost of sales
as a percentage of revenues decreased to 81.5% in 1997 from 82.3% in 1996.
Selling, general and administrative (SG&A) expense increased by 38.0%, to $33.9
million in the six months ended March 31, 1997, from $24.6 million in the
comparable period of 1996. As a percentage of revenues, SG&A expense increased
to 11.2% for the six months ended March 31, 1997, from 10.4% for the same period
of 1996. The increase in SG&A expenses as a percentage of revenues is due
primarily to the costs associated with consummating the new acquisitions and
integrating their operations into the Company's.
Interest expense during the six months ended March 31, 1997 amounted to $1.6
million, compared to $0.9 million in the comparable period of 1996. The Company
follows a policy of capitalizing interest only on inventory under construction
or development. During the six months ended March 31, 1997 and 1996, the Company
expensed a portion of incurred interest and other financing costs due to
increased levels of developed lots and finished homes. Capitalized interest and
other financing costs are included in cost of sales at the time of home
closings.
Other income, which consists mainly of interest income, pre-tax earnings of the
DRH Title Companies and, in the 1997 period, pre-tax earnings of DRH Mortgage
Co., Ltd., increased to $1,122,000 in the six months ended March 31, 1997, from
$597,000 in the same period of 1996.
The provision for income taxes increased by 32.1%, to $8.3 million in the six
months ended March 31, 1997, from $6.3 million in the comparable period of 1996,
due primarily to the increase in income before income taxes.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
At March 31, 1997, the Company had available cash and cash equivalents of $26.8
million. Inventories (including finished homes, construction in progress, and
developed residential lots and other land) at March 31, 1997, increased by
$196.2 million from September 30, 1996, due to the acquisitions of the assets
(primarily inventories) of Trimark and SGS and the purchase of Torrey.
Inventories also increased due to a general increase in business activity and
the expansion of operations in the newer market areas. The inventory increase
and the acquisitions were financed by borrowing and $36.4 million raised from
the public sale of 3.5 million shares of the Company's common stock. As a result
of the acquisitions and inventory growth,
-11-
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
the Company's ratio of notes payable to total capital increased to 57.3% at
March 31, 1997, from 48.9% at September 30, 1996. The stockholders' equity to
total assets ratio was 37.3% at March 31, 1997, compared to the September 30,
1996 level of 44.1%.
In February, 1997, the Company increased and restructured its major unsecured
bank credit facility, to a total of $400 million. The restructured facility
consists of a $100 million four-year term loan, a $275 million three-year
revolving loan, and a $25 million three-year letter of credit facility. The
restructured facility, along with other unsecured bank credit facilities, brings
the Company's total borrowing capacity to $400 million. At March 31, 1997, the
Company had outstanding debt of $318.6 million, of which $308.1 million
represented advances under existing bank credit facilities.
On January 20, 1997, the Company's Board of Directors declared a cash dividend
of $.02 per common share, payable on February 13, 1997, to stockholders of
record on January 31, 1997. On April 17, 1997, the Company's Board of Directors
declared an additional cash dividend of $.02 per common share, payable on May
15, 1997, to stockholders of record on April 30, 1997.
The Company has made three acquisitions during fiscal 1997. In October, 1996,
the Company completed the acquisition of the principal assets (approximately
$7.7 million, primarily inventories) of Trimark for $6.8 million in cash and the
assumption of approximately $1.0 million in trade accounts and notes payable
associated with the acquired assets. In December, 1996, the Company purchased
the principal assets (approximately $19.5 million, primarily inventories) of SGS
for $10.6 million in cash and the assumption of $10.1 million in trade accounts
and notes payable associated with the acquired assets. In February, 1997, the
Company completed the acquisition of all of the outstanding capital stock of the
entities comprising Torrey. The Company paid consideration consisting of $36.9
million in cash and 844,444 newly issued, restricted shares of the Company's
common stock, valued at $9.2 million, and agreed to a contingent payment
estimated at $1 million. Estimated market values of the net assets acquired in
the Torrey acquisition total $24.4 million.
The Company's rapid growth and acquisition strategy require significant amounts
of cash. It is anticipated that future home construction, lot and land purchases
and acquisitions will be funded through internally generated funds and new and
existing borrowing relationships. In the near future, the Company anticipates
filing a shelf registration statement for debt securities and common and
preferred stock aggregating $250 million. Market conditions will determine when
and whether the Company sells any securities using this registration statement.
Also, the Company has negotiated a revised bank credit facility aggregating $625
million that is scheduled to be completed in mid-June, 1997. There are no
assurances that the Company will sell securities using the shelf registration or
that it will consummate the proposed, revised bank credit facility.
Except for ordinary expenditures for the construction of homes, the acquisition
of land and lots for development and sale of homes, at March 31, 1997, the
Company had no material commitments for capital expenditures.
-12-
PART II. OTHER INFORMATION.
ITEM 1-3. Inapplicable.
ITEM 4. Submission of Matters to a Vote of Security Holders.
On January 23, 1997, the Company held its Annual Meeting of Stockholders
(the "Annual Meeting"). At the Annual Meeting, the stockholders re-elected all
nine members of the Board of Directors of the Company to serve until the
Company's next annual meeting of stockholders and until their respective
successors are elected and qualified. The names of the nine directors, the votes
cast for and against their re-election, the number of votes withheld, the number
of abstentions and the number of non-votes were as follows:
Name Votes For Votes Against Votes Withheld Abstentions Non-Votes
Richard Beckwitt 21,983,493 0 10,285,830 92,713 0
Richard I. Galland 21,975,467 0 10,285,830 100,739 0
Donald R. Horton 21,990,829 0 10,285,830 85,377 0
Richard L. Horton 21,987,113 0 10,285,830 89,093 0
Terrill J. Horton 21,987,113 0 10,285,830 89,093 0
David J. Keller 21,987,113 0 10,285,830 89,093 0
Francine I. Neff 21,982,103 0 10,285,830 94,103 0
Scott J. Stone 21,987,113 0 10,285,830 89,093 0
Donald J. Tomnitz 21,987,113 0 10,285,830 89,093 0
ITEM 5. Inapplicable.
ITEM 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
3.1 Amended and Restated Bylaws of the Company,
amended as of January 23, 1997.
27 Financial Data Schedule
(b) Reports on Form 8-K.
The registrant filed a Current Report on Form 8-K
dated March 13, 1997.
-13-
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 thereunto duly authorized.
D.R. HORTON, INC.
Date: May 14, 1997 By
David J. Keller, on behalf of D.R. Horton, Inc.
and as Executive Vice President, Treasurer
and Chief Financial Officer
(Principal Financial and Accounting Officer)