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BHS > SEC Filings for BHS > Form 10-Q on 10-Aug-2009All Recent SEC Filings

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Form 10-Q for BROOKFIELD HOMES CORP


10-Aug-2009

Quarterly Report


Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
This discussion includes forward-looking statements that reflect our current views with respect to future events and financial performance and that involve risks and uncertainties. Our actual results, performance or achievements could differ materially from those anticipated in the forward-looking statements as a result of certain factors including risks discussed in "Management's Discussion and Analysis of Financial Condition and Results of Operations - Forward-Looking Statements" and Item 1A - "Risk Factors" elsewhere in this report and in our Annual Report on Form 10-K for the year ended December 31, 2008. Forward-Looking Statements
This quarterly report on Form 10-Q contains "forward-looking statements" within the meaning of the United States federal securities laws. The words "may," "believe," "will," "anticipate," "expect," "estimate," "project," "future," and other expressions that are predictions of or indicate future events and trends and that do not relate to historical matters identify forward-looking statements. The forward-looking statements in this quarterly report on Form 10-Q include, among others, statements with respect to:
• ability to create shareholder value;

• strategies for shareholder value creation;

• ability to generate sufficient cash flow from our assets in 2009 and 2010 to repay maturing project specific financings;

• the visibility on our future cash flow;

• financing sources;

• expected backlog and closings;

• sufficiency of our access to capital resources;

• supply and demand equilibrium;

• the timing of the effect of interest rate changes on our cash flows;

• the effect on our business of existing lawsuits; and

• whether or not our letters of credit or performance bonds will be drawn upon.

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. Factors that could cause actual results to differ materially from those set forward in the forward-looking statements include, but are not limited to:
• changes in general economic, real estate and other conditions;

• mortgage rate and availability 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;

• ability to obtain regulatory approvals;

• 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;

• ability to obtain surety bonds;

• ability to retain our executive officers;

• relationships with our affiliates;

• competitive conditions in the homebuilding industry, including product and pricing pressures; and

• additional risks and uncertainties, many of which are beyond our control, referred to in our Form 10-K for the year ended December 31, 2008 and our other SEC filings.

We undertake no obligation to publicly update any forward-looking statements unless required by law, whether as a result of new information, future events or otherwise. However, any further disclosures made on related subjects in subsequent reports on Forms 10-K, 10-Q and 8-K should be consulted.


Table of Contents

Overview
Selling communities have seen an increased number of homebuyers take advantage of improved affordability, low interest rates, declining home prices and government stimulus programs. However, the North American homebuilding industry continues to face a number of challenges with home foreclosures continuing to have an effect on inventory and new home sales. Despite these challenging conditions, the risk is mitigated by our assets, which are largely located in geographic areas with a constrained supply of lots and which have demonstrated strong economic characteristics over the long term.
We entitle and develop land for our communities and sell lots to third parties. We also design, construct and market single and multi-family homes primarily to move-up and luxury homebuyers.
We operate in the following geographic regions, which are presented as our reportable segments: Northern California (San Francisco Bay Area and Sacramento), Southland / Los Angeles, San Diego / Riverside and Washington, D.C. Area. Our other operations that do not meet the quantitative thresholds for separate disclosure in our financial statements under US GAAP are included in "Corporate and Other."
Our goal is to maximize the total return on our common stockholders' equity over the long term. We plan to achieve this by actively managing our assets and creating value on the lots we own or control.
The 27,052 lots that we control, 16,031 of which we own directly or through joint ventures, provide a strong foundation for our future homebuilding business and visibility on our future cash flow. We believe we add value to the lots we control through entitlements, development and the construction of homes. In allocating capital to our operations we generally limit our risk on unentitled land by optioning such land positions in all our markets, thereby mitigating our capital at risk. Option contracts for the purchase of land permit us to control lots for an extended period of time.
Homebuilding is our primary source of revenue and has represented approximately 90% of our total revenue since 2002. Operating in markets with higher price points and catering to move-up and luxury buyers, our average sales price for the six months ended June 30, 2009 of $483,000 was well in excess of the national average sales price. We also sell serviced and unserviced lots to other homebuilders generally on an opportunistic basis where we can reduce our risk in a market or redeploy capital to an asset providing higher returns.
Our housing and land inventory, investments in housing and land joint ventures, and consolidated land inventory not owned, together comprised 92% of our total assets as of June 30, 2009. In addition, we had $95 million in other assets as of June 30, 2009. Other assets consist of homebuyer receivables of $5 million, income taxes receivable of $4 million, deferred taxes of $66 million and other receivables of $20 million. Homebuyer receivables consist primarily of proceeds due from homebuyers on the closing of homes.
At June 30, 2009, our market capitalization of our common stock was $107 million, compared to our book value of $249 million. Market capitalization will vary depending on market sentiment and may not have a relationship to the underlying value of a share of our company over the longer term.


Table of Contents

Results of Operations

                                                    Three Months Ended                 Six Months Ended
Selected Financial Information (Unaudited)               June 30,                          June 30,
($US millions)                                      2009               2008             2009           2008
Revenue:
Housing                                         $     82         $      115        $     117         $  181
Land                                                  13                  5               15              8

Total revenues                                        95                120              132            189
Direct cost of sales                                 (86 )             (105 )           (119 )         (164 )
Impairment of housing and land inventory
and write-offs of option deposits                     (4 )              (17 )             (8 )          (23 )

Gross margin / (loss)                                  5                 (2 )              5              2
Selling, general and administrative
expense                                              (13 )              (15 )            (25 )          (31 )
Equity in earnings from housing and land
joint ventures                                        (1 )                2                2              2
Impairment from housing and land joint
ventures                                               -                (10 )            (12 )          (10 )
Other income                                           8                  9               11              -

Loss before income taxes                              (1 )              (16 )            (19 )          (37 )
Income tax recovery                                    -                  5                6             13

Net loss                                              (1 )              (11 )            (13 )          (24 )
Less net loss attributable to
noncontrolling interests                               1                  2                3              3

Net loss attributable to Brookfield Homes
Corporation                                     $      -         $       (9 )      $     (10 )       $  (21 )


Segment Information
Housing revenue ($US millions):
Northern California                             $     28         $       38        $      36         $   47
Southland / Los Angeles                               15                 31               26             56
San Diego / Riverside                                 14                 19               22             32
Washington D.C. Area                                  23                 24               30             43
Corporate and Other                                    2                  3                3              3

Total                                           $     82         $      115        $     117         $  181


Land revenues ($US millions):
Northern California                             $      -         $        -        $       -         $    -
Southland / Los Angeles                                -                  -                -              -
San Diego / Riverside                                  3                  -                4              -
Washington D.C. Area                                   2                  5                3              8
Corporate and Other                                    8                  -                8              -

Total                                           $     13         $        5        $      15         $    8


Impairments and write-offs of option
deposits ($US millions):
Northern California                             $      -         $        -        $       -         $    -
Southland / Los Angeles                                2                  -                2              1
San Diego / Riverside                                  -                  -                -              -
Washington D.C. Area                                   2                 17                2             22
Corporate and Other                                    -                  -                4              -

Total                                           $      4         $       17        $       8         $   23


Gross margin / (loss) ($US millions):
Northern California                             $      1         $        2        $       2         $    3
Southland / Los Angeles                               (3 )                5               (2 )            8
San Diego / Riverside                                  3                  4                4              8
Washington D.C. Area                                   3                (12 )              5            (16 )
Corporate and Other                                    1                 (1 )             (4 )           (1 )

Total                                           $      5         $       (2 )      $       5         $    2


Table of Contents

                                                Three Months Ended             Six Months Ended
Selected Financial Information (Unaudited)           June 30,                      June 30,
($US millions)                                    2009            2008          2009            2008
Home closings (units):
Northern California                                 33              40            42              50
Southland / Los Angeles                             40              77            71             131
San Diego / Riverside                               29              39            46              61
Washington D.C. Area                                63              54            79              85
Corporate and Other                                  4               4             5               4

Consolidated total                                 169             214           243             331
Joint ventures                                       -               2             -               5

Total                                              169             216           243             336


Average selling price ($US):
Northern California                          $ 838,000     $   939,000     $ 859,000     $   935,000
Southland / Los Angeles                        373,000         410,000       369,000         430,000
San Diego / Riverside                          481,000         497,000       480,000         528,000
Washington D.C. Area                           364,000         445,000       378,000         513,000
Corporate and Other                            641,000         679,000       633,000         679,000

Consolidated average                           486,000         538,000       483,000         549,000
Joint ventures                                       -       1,378,000       750,000       1,236,000

Average                                      $ 486,000     $   548,000     $ 485,000     $   558,000

Lots Owned Lots Controlled(1) Lots controlled (units at June 30, 2009):

 Northern California                              968        1,275         7,150        8,063
 Southland / Los Angeles                        1,356        1,465         3,395        2,975
 San Diego / Riverside                          9,684        8,030        11,184        9,530
 Washington D.C. Area                           3,755        3,781         5,055        5,114
 Corporate and Other                              268          275           268          275

 Total                                         16,031       14,826        27,052       25,957

(1) Includes proportionate share of lots under option related to joint ventures.

Three Months and Six Months Ended June 30, 2009 Compared with Three Months and Six Months Ended June 30, 2008
Net Loss
Net loss was $1 million and $13 million for the three and six months ended June 30, 2009, a decline in net loss of $10 million and $11 million, respectively, when compared to the same periods in 2008. The decrease for the six months ended June 30, 2009 primarily relates to an increase in income from our interest rate swap mark to markets and a decrease of $15 million in impairments on our housing and land assets, partially offset by a reduction in closings of 93 units for the six months ended June 30, 2009 compared to the same period last year.
Results of Operations
Company-wide: Housing revenue was $82 million and $117 million for the three months and six months ended June 30, 2009, a decrease of $33 million and $64 million, respectively, when compared to the same periods in 2008. The decrease in housing revenue was primarily due to fewer home closings and a decrease of 10% and 12% in the average selling price during the three months and six months ended June 30, 2009 when compared to the same periods in 2008. Housing revenues were net of incentives of $14 million and $20 million for the three and six months ended June 30, 2009, compared to $17 million and $29 million, respectively, for the same periods in 2008. Our incentives on homes closed by reportable segment are as follows:


Table of Contents

                                              Three Months Ended June 30,
                                        2009                                2008
                             Incentives        % of Gross        Incentives       % of Gross
  ($ millions)               Recognized          Revenues        Recognized         Revenues
  Northern California       $         9                24 %     $         9               20 %
  Southland / Los Angeles             1                 7                 3                8
  San Diego / Riverside               1                 6                 1                5
  Washington D.C. Area                3                12                 4               15
  Corporate and Other                 -                 -                 -                -

                            $        14                14 %     $        17               13 %




                                               Six Months Ended June 30,
                                        2009                               2008
                             Incentives        % of Gross        Incentives       % of Gross
  ($ millions)               Recognized          Revenues        Recognized         Revenues
  Northern California       $        12                25 %    $         12               20 %
  Southland / Los Angeles             2                 7                 5                8
  San Diego / Riverside               1                 6                 2                5
  Washington D.C. Area                5                14                10               19
  Corporate and Other                 -                 -                 -                -

                            $        20                15 %    $         29               14 %

Land revenue totaled $13 million and $15 million for the three and six months ended June 30, 2009, an increase of $8 million and $7 million, respectively, when compared with the same periods in 2008. Our land revenues may vary significantly from period to period due to the timing and nature of land sales as they generally occur on an opportunistic basis and such revenues are also affected by local market conditions, which during the quarter continued to be weak.
Gross margin was $5 million and $5 million for the three and six months ended June 30, 2009, compared with $(2) million and $2 million, respectively, for the same periods in 2008. The increase in gross margins were primarily a result of a decrease in impairment charges, partially offset by fewer closings and reduced selling prices.
During the three months and six months ended June 30, 2009, we recognized $4 million and $8 million of impairment charges and option write-offs compared to $17 million and $23 million, respectively, for the same periods in 2008. The impairment charges for the three months ended June 30, 2009 related to owned lots in our Southland / Los Angeles and our Washington D.C. Area reportable segments.
The number of projects where impairment charges and option write-offs were recognized and the fair value of the projects impaired for the three and six months ended June 30, 2009 and 2008 are as follows:

                                                                        Three Months Ended June 30,
                                                          2009                                                2008
                                                                          Fair Value                                          Fair Value
                                      Projects Tested      Projects      of Projects      Projects Tested      Projects      of Projects
(Number of Projects / $ millions)      for Impairment      Impaired         Impaired       for Impairment      Impaired         Impaired
Northern California                                 6             -     $          -                    8             1     $          -
Southland / Los Angeles                             4             1               14                    6             -                -
San Diego / Riverside                              14             -                -                   14             -                -
Washington D.C. Area                               16             1                2                   22             3               46
Corporate and Other                                 2             -                -                    2             -                -

                                                   42             2     $         16                   52             4     $         46




                                                                            Six Months Ended June 30,
                                                           2009                                                   2008
                                                                         Fair Value of                                           Fair Value of
                                     Projects Tested      Projects            Projects      Projects Tested       Projects            Projects
(Number of Projects / $ millions)     for Impairment      Impaired            Impaired       for Impairment       Impaired            Impaired
Northern California                                6             -     $             -                    8              1     $             -
Southland / Los Angeles                            4             1                  14                    6              1                   5
San Diego / Riverside                             14             -                   -                   14              -                   -
Washington D.C. Area                              17             1                   2                   22              8                  68
Corporate and Other                                2             1                   9                    2              -                   -

                                                  43             3     $            25                   52             10     $            73


Table of Contents

Northern California: Housing revenue was $28 million and $36 million for the three and six months ended June 30, 2009, a decrease of $10 million and $11 million, respectively, when compared to the same periods in 2008. The gross margin for the three months and six months ended June 30, 2009 was $1 million and $2 million, compared with $2 million and $3 million, respectively, for the same periods in 2008. The decreases in the gross margins were primarily a result of reduced selling prices and /or an increase in homebuyer incentives. Southland / Los Angeles: Housing revenue was $15 million and $26 million for the three and six months ended June 30, 2009, a decrease of $16 million and $30 million, respectively, when compared to the same periods in 2008. The decrease in revenue was primarily attributable to a decrease in closings. The gross margin for the three and six months ended June 30, 2009 was $(3) million and $(2) million compared with $5 million and $8 million, respectively, for the same periods in 2008. The decreases in the gross margins were primarily a result of reduced selling prices and increases in impairment charges. Impairment charges for the three and six months ending June 30, 2009 were $2 million and $2 million compared to nil and $1 million for the same periods in 2008. San Diego / Riverside: Housing revenue was $14 million and $22 million for the three and six months ended June 30, 2009, a decrease of $5 million and $10 million, respectively when compared to the same periods in 2008. Land revenue was $3 million and $4 million for the three and six months ended June 30, 2009, compared with nil for the same period in 2008. The gross margin for the three and six months ended June 30, 2009 was $3 million and $4 million compared with $4 million and $8 million, respectively, for the same periods in 2008. The decreases in the gross margins were primarily a result of reduced selling prices.
Washington D.C. Area: Housing revenue was $23 million and $30 million for the three and six months ended June 30, 2009, a decrease of $1 million and $13 million, respectively when compared to the same periods in 2008. Land revenue was $2 million and $3 million for the three and six months ended June 30, 2009, compared with $5 million and $8 million, respectively, for the same periods in 2008. The gross margin for the three and six months ended June 30, 2009 was $3 million and $5 million compared with $(12) million and $(16) million, respectively, for the same periods in 2008. The increases in gross margins were primarily a result of decreases in impairment charges, partially offset by reduced selling prices. Impairment charges for the three and six months ended June 30,2009 were $2 million and $2 million, compared with $17 million and $22 million, respectively, for the same periods in 2008. Other Income and Expenses
Equity in earnings from housing and land joint ventures for the three months and six months ended June 30, 2009 was a loss of $1 million and earnings of $2 million, a decrease of $3 million and nil, respectively, when compared to the same periods in 2008. The impairment of our investments in housing and land joint ventures of $12 million for the six months ended June 30, 2009 primarily relates to 907 lots in the Inland Empire of California in one project. Other income / (expense) for the three and six months ended June 30, 2009 totaled income of $8 million and $11 million, a decrease of $1 million and an increase of $11 million when compared to the same periods in 2008. The components of other income / (expense) for the six months ended June 30, 2009 and 2008 are summarized as follows:

                                                  Three Months Ended               Six Months Ended
                                                       June 30,                        June 30,
($ millions)                                      2009              2008           2009            2008
Change in fair value of interest rate
swap contracts                                $      7          $      8        $     9         $    (1 )
Other                                                1                 1              2               1

                                              $      8          $      9        $    11         $     -

Selling, general and administrative expense was $13 million and $25 million for the three and six months ended June 30, 2009, a decrease of $2 million and $7 million, respectively, when compared to the same periods in 2008. The components of the expense for the three and six months ended June 30, 2009 and 2008 are summarized as follows:

                                                       Three Months Ended                Six Months Ended
                                                            June 30,                         June 30,
. . .
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