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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) - April 15, 2002
NEWMARK HOMES CORP.
(Name of Registrant as specified in its charter)
DELAWARE 000-23677 76-0460831
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation or organization) Identification No.)
1200 SOLDIERS FIELD DRIVE
SUGAR LAND, TEXAS 77479
(Address of Registrants principal executive offices)
(281) 243-0100
(Registrants telephone number, including area code)
N/A
(Former name or former address, if changed since last report.)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
(a) On April 15, 2002, Newmark Homes Corp. (the "Company") completed
the sale of Westbrooke Acquisition Corp. to Standard Pacific Corp. for $41
million in cash, subject to adjustments for changes in stockholder equity from
December 31, 2001 through the closing date, and the satisfaction of debt,
including intercompany liabilities.
Westbrooke Acquisition Corp. and its subsidiaries build houses in
South Florida under the name of "Westbrooke Homes". For the year ended December
31, 2001, the Westbrooke entities had combined revenues of $206 million and
delivered 919 homes.
Copies of the Stock Purchase Agreement and the Amendment to
the Stock Purchase Agreement are filed as Exhibits 2.1 and 2.2,
respectively.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(b) Pro Forma Financial Information
The following unaudited pro forma consolidated financial statements
give effect to the sale of Westbrooke Acquisition Corp. and its subsidiaries as
if it occurred on December 31, 2001. The unaudited pro forma consolidated
financial statements are not necessarily indicative of the results which would
have actually been obtained had the sale transaction been consummated on such
date. In management's opinion, all adjustments necessary to reflect the effect
of this transaction have been made. The pro forma consolidated financial
statements should be read in conjunction with the Notes to the Pro Forma
Consolidated Financial Statements included herein, as well as the Company's
historical Financial Statements and Notes thereto filed with its 2001 Annual
Report on Form 10-K.
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Newmark Homes Corp. and Subsidiaries
Unaudited Pro Forma Consolidated Statement of Financial Condition
December 31, 2001
(in thousands)
Pro Forma
December 31, Adjustments for
2001 as the Sale of December 31, 2001
Reported Westbrooke Pro Forma
------------ ---------------- -----------------
ASSETS
Cash and cash equivalents $ 24,822 $ (1,344)(a) $ 23,478
Receivables 2,289 (2,289)(b) --
Inventory 252,773 (90,540)(b) 162,233
Property, premises and equipment, net 7,985 (2,765)(b) 5,220
Other assets 7,640 (5,748)(b) 1,892
Goodwill, net 43,814 (3,840)(b) 39,974
--------- --------- ---------
Total assets $ 339,323 $(106,526) $ 232,797
========= ========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued liabilities $ 26,250 $ (10,377)(b) $ 15,873
Customer deposits 11,351 (7,671)(b) 3,680
Consolidated land bank obligations 13,122 (13,122)(b) --
Construction loans payable 121,658 (73,420)(c) 48,238
Acquisition notes payable 7,370 (1,936)(b) 5,434
Other liabilities 5,661 --(b) 5,661
--------- --------- ---------
Total liabilities 185,412 (106,526) 78,886
Minority interest in consolidated subsidiaries 99 -- 99
Stockholders' Equity:
Common stock 115 -- 115
Additional paid-in-capital 106,855 -- 106,855
Retained earnings 46,842 -- 46,842
--------- --------- ---------
Total stockholders' equity 153,812 -- 153,812
--------- --------- ---------
Total liabilities and stockholders' equity $ 339,323 $(106,526) $ 232,797
========= ========= =========
See accompanying notes to Unaudited Pro Forma Consolidated Financial Statements
3
Newmark Homes Corp. and Subsidiaries
Unaudited Pro Forma Consolidated Statement of Income
Year Ended December 31, 2001
(in thousands)
Pro Forma Year Ended
Year Ended Adjustments for December 31,
December 31, 2001 the Sale of 2001
as Reported Westbrooke(d) Pro Forma
----------------- --------------- -------------
Revenues $ 629,949 $ (205,661) $ 424,288
Cost of sales 515,700 (177,179) 338,521
------------ ------------ ------------
Gross profit 114,249 (28,482) 85,767
Equity in earnings from unconsolidated
subsidiaries 1,182 -- 1,182
Selling, general and administrative expenses (69,288) 16,754 (52,534)
Merger and related expenses (779) -- (779)
Depreciation and amortization (5,349) 2,957 (2,392)
------------ ------------ ------------
Operating income 40,015 (8,771) 31,244
Other income (expense):
Interest expense (1,116) 29 (1,087)
Other income, net (190) (1,376) (1,566)
------------ ------------ ------------
Income before income taxes 38,709 (10,118) 28,591
Income taxes 13,996 (3,846) 10,150
------------ ------------ ------------
Net income $ 24,713 $ (6,272) $ 18,441
============ ============ ============
Earnings per common share:
Basic and diluted $ 2.15 $ 1.60
============ ============
Weighted average number of shares
of common stock equivalents outstanding:
Basic and diluted 11,500,000 11,500,000
See accompanying notes to Unaudited Pro Forma Consolidated Financial Statements
4
Newmark Homes Corp. and Subsidiaries
Notes to Pro Forma Consolidated Financial Statements (Unaudited)
December 31, 2001
(in thousands)
On April 15, 2002, the Company completed the sale of Westbrooke
Acquisition Corp. to Standard Pacific Corp. for a sales price of $41,000 subject
to certain adjustments for the period December 31, 2001 through the closing date
and the satisfaction of debt, including intercompany liabilities. The pro forma
adjustments to the Pro Forma Consolidated Financial Statements as of December
31, 2001 are as follows:
(a) To record the disposal of Westbrooke cash assets net of intercompany
liabilities owed to the Company.
(b) To record the disposal of Westbrooke assets and liabilities as a result
of the sale transaction.
(c) To record the effect on construction loans payable as a result of the
sale transaction:
Paydown of construction loan with sale proceeds, net of estimated
certain adjustments $(39,190) Construction loans assumed in sale
(34,230) Total Paydown of Construction Loans $(73,420)
(d) Reflects the Consolidated Statement of Income for Westbrooke Acquisition
Corp. and Subsidiaries for the year ended December 31, 2001.
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(c) Exhibits
2.1 Stock Purchase Agreement dated April 6, 2002, between the Company
and Standard Pacific Corp.
2.2 Amendment to Stock Purchase Agreement dated April 12, 2002,
between the Company and Standard Pacific Corp.
99.1 Newmark Homes Corp. press release, dated April 8, 2002, announcing
the signing of a definitive agreement to sell Westbrooke
Acquisition Corp.
99.2 Newmark Homes Corp. press release, dated April 15, 2002,
announcing the closing of the Westbrooke Acquisition Corp. sale.
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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.
NEWMARK HOMES CORP., a Delaware
corporation.
Date: April 29, 2002 By: /s/ Terry C. White
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Terry C. White
Senior Vice President and Secretary
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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2.1 Stock Purchase Agreement dated April 6, 2002, between the Company and
Standard Pacific Corp.
2.2 Amendment to Stock Purchase Agreement dated April 12, 2002, between
the Company and Standard Pacific Corp.
99.1 Newmark Homes Corp. press release, dated April 8, 2002, announcing the
signing of a definitive agreement to sell Westbrooke Acquisition Corp.
99.2 Newmark Homes Corp. press release, dated April 15, 2002, announcing
the closing of the Westbrooke Acquisition Corp. sale.