Filed by D.R. Horton, Inc.
Pursuant to Rule 425 under the
Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Commission File Number: 0-32461
Subject Company: Schuler Homes, Inc.
On January 22, 2002, D.R. Horton, Inc. released the following press release
announcing its financial results for the first quarter ended December 31, 2001.
* * * * *
Sam Fuller, CFO; Stacey H. Dwyer, EVP
101 Ascension Blvd., Suite 100, Arlington, TX 76006
817-856-8200
January 22, 2002
D.R. HORTON, INC. REPORTS 47% INCREASE IN FIRST QUARTER NET INCOME
QUARTER HIGHLIGHTS
o 47% INCREASE IN CONSOLIDATED NET INCOME
o 42% INCREASE IN DILUTED EARNINGS PER SHARE
o 31% INCREASE IN CONSOLIDATED REVENUE
o 22% INCREASE IN NET NEW SALES CONTRACTS
o 19% INCREASE IN SALES CONTRACT BACKLOG
o 74 BASIS POINT INCREASE IN HOME SALES GROSS PROFIT MARGIN
ARLINGTON, TEXAS - D.R. Horton, Inc. (NYSE:DHI) Tuesday (January 22,
2002) reported its 97th consecutive quarter of year-over-year growth in
profitability, which increased shareholders' equity to a record $1.3 billion.
Net income for the quarter ended December 31, 2001 increased 47% to $73.4
million ($0.94 per share), compared to $49.9 million ($0.66 per share) for the
same quarter of fiscal year 2001. For the quarter ended December 31, 2001,
income before the cumulative effect of a change in accounting principle
increased 54% to $73.4 million from $47.8 million. Homebuilding revenues for the
quarter increased 30% to $1,135.0 million (5,691 homes closed) from $873.6
million (4,290 homes closed) for the same quarter of fiscal year 2001.
The Company previously reported record first quarter net new sales
contracts. Net new sales contracts for the first quarter of fiscal 2002
increased 22% to 5,144 homes ($1,021.4 million) from 4,229 homes ($900.3
million) for the same period last year. Sales contract backlog at December 31,
2001 increased 19% to 8,716 homes ($1.8 billion) from 7,327 homes ($1.6 billion)
last year.
Donald R. Horton, Chairman of the Board, said, "We are extremely
pleased with the Company's first quarter performance, where we once again grew
our net income at a faster pace than our revenues. The excellent results of our
first quarter, combined with our record backlog for December 31, provide a solid
foundation for achieving our 25th consecutive year of growth and profitability."
"This is an especially exciting time for our Company as we look forward
to welcoming Jim Schuler and the Schuler companies into the D.R. Horton family
of companies. Both D.R. Horton and Schuler have scheduled shareholder meetings
to vote on the merger on February 21, 2002. Shareholders as of January 14, 2002
are invited to attend and vote in person or by proxy. We anticipate closing the
merger upon shareholder approval."
D.R. Horton's earnings release conference call will be today at 11:00
a.m. EST. The number is 800-374-9096, and the call will also be available
through a webcast at www.DRHORTON.com.
Founded in 1978, D.R. Horton, Inc. is engaged in the construction and
sale of high quality homes designed principally for the entry-level and first
time move-up markets. The Company currently builds and sells homes under the
D.R. Horton, Arappco, Cambridge, Continental, Dietz-Crane, Dobson, Emerald,
Mareli, Milburn, Regency, SGS Communities, Torrey and Trimark names in 20 states
and 38 markets, with a geographic presence in the Midwest, Mid-Atlantic,
Southeast, Southwest and Western regions of the United States. The Company also
provides mortgage financing and title services for homebuyers through its
subsidiaries CH Mortgage, DRH Title Company, Principal Title, Travis Title
Company, Metro Title Company, Century Title Company and Custom Title Company.
Portions of this document may constitute "forward-looking statements"
as defined by the Private Securities Litigation Reform Act of 1995. Although the
Company believes any such statements are based on reasonable assumptions, there
is no assurance that actual outcomes will not be materially different. All
forward-looking statements are based upon information available to the Company
as of the date of this press release. The Company undertakes no obligation to
update or revise any forward-looking statements, whether as a result of new
information, future results or otherwise. Factors that may cause the actual
results to be materially different from the future results expressed by the
forward-looking statements include, but are not limited to: changes in general
economic, real estate and business conditions; changes in interest rates and the
availability of mortgage financing; governmental regulation and environmental
matters; the Company's substantial leverage; competitive conditions within the
industry; the availability of capital and the Company's ability to successfully
effect growth strategies. Additional information about issues that could lead to
material changes in performance is contained in the Company's annual report on
Form 10-K and most recent quarterly report on Form 10-Q, which are filed with
the Securities and Exchange Commission.
WEBSITE ADDRESS: www.DRHORTON.com
D.R. HORTON, INC.
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
THREE MONTHS
ENDED
DECEMBER 31,
----------------------
2000 2001
--------- ---------
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
HOMEBUILDING:
Revenues
Home sales $ 856.1 $ 1,125.7
Land/lot sales 17.5 9.3
--------- ---------
873.6 1,135.0
--------- ---------
Cost of sales
Home sales 689.9 898.9
Land/lot sales 13.5 7.9
--------- ---------
703.4 906.8
--------- ---------
Gross profit
Home sales 166.2 226.8
Land/lot sales 4.0 1.4
--------- ---------
170.2 228.2
Selling, general and administrative expenses 91.9 118.4
Interest expense 2.9 1.2
Other (income) 3.3 2.6
--------- ---------
Operating income from homebuilding 72.1 106.0
--------- ---------
FINANCIAL SERVICES:
Revenues 14.1 24.9
Selling, general and administrative expenses 10.1 15.1
Interest expense 1.1 1.3
Other (income) (1.4) (3.0)
--------- ---------
Operating income from financial services 4.3 11.5
--------- ---------
Income before income taxes 76.4 117.5
Provision for income taxes 28.6 44.1
--------- ---------
Income before cumulative effect of change in accounting principle $ 47.8 $ 73.4
Cumulative effect of change in accounting principle 2.1 --
--------- ---------
Net income $ 49.9 $ 73.4
========= =========
Amounts per share - basic:
Income before cumulative effect of change in accounting principle $ 0.64 $ 0.95
Cumulative effect of change in accounting principle 0.03 --
--------- ---------
Net income $ 0.67 $ 0.95
Weighted average number of common shares 75.0 77.0
Amounts per share - diluted:
Income before cumulative effect of change in accounting principle $ 0.63 $ 0.94
Cumulative effect of change in accounting principle 0.03 --
--------- ---------
Net income $ 0.66 $ 0.94
Weighted average number of common shares 76.1 78.3
========= =========
HOMEBUILDING FINANCIAL DATA:
Interest amortized to home and land/lot cost of sales $ 18.2 $ 22.3
Depreciation and amortization 5.7 5.0
Interest incurred 29.5 36.7
D.R. HORTON, INC.
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
DECEMBER 31, 2001
-----------------
(IN MILLIONS)
ASSETS
HOMEBUILDING:
Cash and cash equivalents $ 22.1
Inventories 2,980.1
Property and equipment (net) 55.1
Other assets 207.9
Excess of cost over net assets acquired (net) 136.7
----------
3,401.9
----------
FINANCIAL SERVICES:
Cash and cash equivalents 9.9
Mortgage loans held for sale 233.9
Other assets 13.9
Excess of cost over net assets acquired (net) 1.2
----------
258.9
----------
$ 3,660.8
==========
LIABILITIES
HOMEBUILDING:
Accounts payable and other liabilities $ 465.6
Notes payable:
Revolving credit facility due 2002 --
8 3/8% senior notes due 2004, net 149.0
10 1/2% senior notes due 2005, net 199.5
10% senior notes due 2006, net 147.7
8% senior notes due 2009, net 383.3
9 3/4% senior subordinated notes due 2010, net 148.9
9 3/8% senior subordinated notes due 2011, net 199.7
7 7/8% senior notes due 2011, net 198.3
Zero coupon convertible senior notes due 2021, net 204.2
Other 69.3
----------
Total notes payable 1,699.9
----------
2,165.5
----------
FINANCIAL SERVICES:
Accounts payable and other liabilities 7.9
Notes payable 154.8
----------
162.7
----------
2,328.2
----------
Minority interests 9.3
----------
STOCKHOLDERS' EQUITY
Common stock 0.8
Additional capital 708.3
Retained earnings 614.2
----------
1,323.3
----------
$ 3,660.8
==========
D.R. HORTON, INC.
($'s in millions)
NET NEW SALES CONTRACTS
THREE MONTHS ENDED DECEMBER 31,
-----------------------------------------
2000 2001
------------------- -------------------
UNITS $'S UNITS $'S
-------- -------- -------- --------
MID-ATLANTIC 550 $ 128.4 628 $ 128.1
MIDWEST 326 80.1 388 96.9
SOUTHEAST 548 98.0 735 118.3
SOUTHWEST 1,679 277.8 2,332 379.2
WEST 1,126 316.0 1,061 298.9
-------- -------- -------- --------
4,229 $ 900.3 5,144 $1,021.4
======== ======== ======== ========
HOMES DELIVERED
THREE MONTHS ENDED DECEMBER 31,
-----------------------------------------
2000 2001
------------------- -------------------
UNITS $'S UNITS $'S
-------- -------- -------- --------
MID-ATLANTIC 595 $ 133.9 595 $ 125.1
MIDWEST 488 118.7 463 118.7
SOUTHEAST 565 100.2 888 154.9
SOUTHWEST 1,792 288.5 2,571 432.6
WEST 850 214.8 1,174 294.4
-------- -------- -------- --------
4,290 $ 856.1 5,691 $1,125.7
======== ======== ======== ========
SALES CONTRACT BACKLOG
DECEMBER 31,
-----------------------------------------
2000 2001
------------------- -------------------
UNITS $'S UNITS $'S
-------- -------- -------- --------
MID-ATLANTIC 778 $ 202.0 855 $ 193.3
MIDWEST 738 186.8 843 241.0
SOUTHEAST 970 175.6 1,311 216.9
SOUTHWEST 3,076 540.8 3,996 684.6
WEST 1,765 475.9 1,711 493.7
-------- -------- -------- --------
7,327 $1,581.1 8,716 $1,829.5
======== ======== ======== ========
D.R. Horton and Schuler Homes will file a joint proxy statement/prospectus and
other relevant documents concerning the proposed transaction with the SEC.
INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES
AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. You will be able to obtain the joint proxy
statement/prospectus and other relevant documents, including annual reports on
Form 10-K and quarterly reports on Form 10-Q, free of charge at the website
maintained by the SEC at www.sec.gov. In addition, you may obtain documents
filed with the SEC by D.R. Horton free of charge by requesting them in writing
from Investor Relations, D.R. Horton, Inc., 1901 Ascension Blvd., Suite 100,
Arlington, Texas 76006, or by telephone at (817) 856-8200. You may obtain
documents filed with the SEC by Schuler Homes free of charge by requesting them
in writing from Investor Relations, Schuler Homes, Inc., 400 Continental Blvd.,
Suite 100, El Segundo, California 90245, or by telephone at (310) 648-7200.
D.R. Horton and Schuler Homes, and their respective directors and executive
officers, may be deemed to be participants in the solicitation of proxies from
the shareholders of D.R. Horton and Schuler Homes in connection with the merger.
Information about the interests of directors and executive officers of D.R.
Horton is set forth in the proxy statement for D.R. Horton's 2001 Annual Meeting
of Stockholders. Information about the interests of directors and executive
officers of Schuler Homes is set forth in the proxy statement for Schuler Homes'
2001 Annual Meeting of Stockholders. INVESTORS MAY OBTAIN ADDITIONAL INFORMATION
REGARDING THE INTERESTS OF SUCH PARTICIPANTS BY READING THE JOINT PROXY
STATEMENT/ PROSPECTUS WHEN IT BECOMES AVAILABLE.