BROOKFIELD HOMES CORP Item 1A Risk Factors This section describes the material risks associated with an investment in our common stock |
Stockholders should carefully consider each of the risks described below and all of the other information in this Form 10-K If any of the following risks occurs, our business, prospects, financial condition, results of operations or cash flow could be materially and adversely affected |
In such an event, the trading price of shares of our common stock could decline substantially, and stockholders may lose all or part of the value of their shares of our common stock |
Our business and results of operations will be materially and adversely affected by weakness in general economic, real estate and other conditions |
The residential homebuilding and land development industry is cyclical and is significantly affected by changes in general and local economic conditions, such as employment levels, availability of financing for homebuyers, interest rates, consumer confidence and housing demand |
In addition, significant supply of alternatives to new homes, such as rental properties and used homes, may depress prices and reduce margins for the sale of new homes |
Homebuilders are also subject to risks related to the availability and cost of materials and labor, and adverse weather conditions that can cause delays in construction schedules and cost overruns |
Furthermore, the market value of undeveloped land, buildable lots and housing inventories held by us can fluctuate significantly as a result of changing economic and real estate market conditions |
If there are significant adverse changes in economic or real estate market conditions, we will have to sell homes at a loss or hold land in inventory longer than planned |
Inventory carrying costs can be significant and can result in losses in a poorly performing project or market |
We may be particularly affected by changes in local market conditions in California, where we derive a large proportion of our revenue |
10 _________________________________________________________________ Rising mortgage rates or decreases in the availability of mortgage financing will discourage people from buying new homes |
Virtually all of our customers finance their home acquisitions through lenders providing mortgage financing |
Mortgage rates are currently at or near their lowest levels in many years |
Increases in mortgage rates or decreases in the availability of mortgage financing could depress the market for new homes because of the increased monthly mortgage costs to potential homebuyers |
Even if potential customers do not need financing, changes in interest rates and mortgage availability could make it harder for them to sell their homes to potential buyers who need financing, which would result in reduced demand for new homes |
As a result, rising mortgage rates could adversely affect our ability to sell new homes and the price at which we can sell them |
Laws and regulations related to property development and related to the environment subject us to additional costs and delays which adversely affect our business and results of operations |
We must comply with extensive and complex regulations affecting the homebuilding and land development process |
These regulations impose on us additional costs and delays, which adversely affect our business and results of operations |
In particular, we are required to obtain the approval of numerous governmental authorities regulating matters such as permitted land uses, levels of density, the installation of utility services, zoning and building standards |
We must also comply with a variety of local, state and federal laws and regulations concerning the protection of health and the environment, including with respect to hazardous or toxic substances |
These environmental laws sometimes result in delays, cause us to incur additional costs, or severely restrict land development and homebuilding activity in environmentally sensitive regions or areas |
If we are not able to develop and market our master-planned communities successfully, our business and results of operations will be adversely affected |
Before a master-planned community generates any revenues, material expenditures are incurred to acquire land, obtain development approvals and construct significant portions of project infrastructure, amenities, model homes and sales facilities |
It generally takes several years for a master-planned community development to achieve cumulative positive cash flow |
If we are unable to develop and market our master-planned communities successfully and to generate positive cash flows from these operations in a timely manner, it will have a material adverse effect on our business and results of operations |
Difficulty in retaining qualified trades workers, or obtaining required materials and supplies, will adversely affect our business and results of operations |
The homebuilding industry has from time to time experienced significant difficulties in the supply of materials and services, including with respect to: shortages of qualified trades people; labor disputes; shortages of building materials; unforeseen environmental and engineering problems; and increases in the cost of certain materials (particularly increases in the price of lumber, wall board and cement, which are significant components of home construction costs) |
When any of these difficulties occur, it causes delays and increases the cost of constructing our homes |
We sometimes face liabilities when we act as a general contractor, and we are sometimes responsible for losses when we hire general contractors |
Where we act as the general contractor, we are responsible for the performance of the entire contract, including work assigned to subcontractors |
Claims may be asserted against us for construction defects, personal injury or property damage caused by the subcontractors, and if successful these claims give rise to liability |
Where we hire general contractors, if there are unforeseen events like the bankruptcy of, or an uninsured or under-insured loss claimed against, our general contractors, we sometimes become responsible for the losses or other obligations of the general contractors |
If we are not able to raise capital on favorable terms, our business and results of operations will be adversely affected |
We operate in a capital intensive industry and require significant capital expenditures to maintain our competitive position |
The failure to secure additional debt or equity financing or the failure to do so on favorable terms will limit our ability to grow our business, which in turn will adversely affect our business and results of operations |
We expect to make significant capital expenditures in the future to enhance and maintain the operations of our properties and to expand and develop our real estate inventory |
If our plans or assumptions change or prove to be inaccurate, or 11 _________________________________________________________________ if our cash flow from operations proves to be insufficient due to unanticipated expenses or otherwise, we will likely seek to minimize cash expenditures and/or obtain additional financing in order to support our plan of operations |
If sufficient funding, whether obtained through public or private debt, equity financing or from strategic alliances is not available when needed or is not available on acceptable terms, our business and results of operations will be adversely affected |
Our debt and leverage could adversely affect our financial condition |
We are leveraged, and also guarantee shortfalls under some of our bond debt service agreements, when the revenues, fees and assessments which are designed to cover principal and interest and other operating costs of the bonds are not paid |
Our leverage could have important consequences, including the following: our ability to obtain additional financing for working capital, capital expenditures or acquisitions may be impaired in the future; a substantial portion of our cash flow from operations must be dedicated to the payment of principal and interest on our debt, thereby reducing the funds available to us for other purposes; some of our borrowings are and will continue to be at variable rates of interest, which will expose us to the risk of increased interest rates; and our substantial leverage may limit our flexibility to adjust to changing economic or market conditions, reduce our ability to withstand competitive pressures and make us more vulnerable to a general economic downturn |
We finance each of our projects individually |
As a result, to the extent we increase the number of our projects and our related investment, our total debt obligations may increase |
We repay the principal of our debt from the proceeds of home closings, and as a result our annual debt service is equal to the interest that accrues on our debt |
Based on our debt levels as of December 31, 2005, a 1prca change up or down in interest rates could have either a positive or negative effect of approximately dlra4 million on our cash flows |
Refer also to the section of this Form 10-K entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Quantitative and Qualitative Disclosures About Market Risks — Interest Rates |
” If any of these conditions occur, our financial condition will be adversely affected |
In addition, our various debt instruments contain financial and other restrictive covenants that limit our ability to, among other things, borrow additional funds that we might need in the future |
Our business and results of operations will be adversely affected if poor relations with the residents of our communities negatively impact our sales |
As a master-planned community developer, we are sometimes expected by community residents to resolve any issues or disputes that arise in connection with the development of our communities |
Our sales will likely be negatively affected if any efforts made by us to resolve these issues or disputes are unsatisfactory to the affected residents, which in turn would adversely affect our results of operations |
In addition, our business and results of operations would be adversely affected if we are required to make material expenditures related to the settlement of these issues or disputes, or to modify our community development plans |
Our business is susceptible to adverse weather conditions and natural disasters |
The homebuilding industries in California and the Washington DC Area are susceptible to, and are significantly affected by, adverse weather conditions and natural disasters such as hurricanes, tornadoes, earthquakes, floods and fires |
These adverse weather conditions and natural disasters can cause delays and increased costs in the construction of new homes and the development of new communities |
If insurance is unavailable to us or is unavailable on acceptable terms, or if our insurance is not adequate to cover business interruption or losses resulting from adverse weather or natural disasters, our business and results of operations will be adversely affected |
In addition, damage to new homes caused by adverse weather or a natural disaster can cause our insurance costs to increase |
Increased insurance risk adversely affects our business |
Due in part to the terrorist activities of September 11, 2001 and other recent events, we are confronting reduced availability of, and generally lower limits for, insurance against some of the risks associated with our business |
Some of the other actions that have been or could be taken by insurance companies include: increasing insurance premiums; requiring higher self-insured retention and deductibles; requiring additional collateral on surety bonds; imposing additional exclusions, such as with respect to sabotage and terrorism; and refusing to underwrite certain risks and classes of business |
The imposition, of any of the preceding actions, has and will continue to adversely affect our ability to obtain appropriate insurance coverage at reasonable costs |
12 _________________________________________________________________ Tax law changes could make home ownership more expensive or less attractive |
Significant expenses of owning a home, including mortgage interest expense and real estate taxes, generally are deductible expenses for an individual’s federal, and in some cases state income taxes subject to various limitations under current tax law and policy |
If the federal government or a state government changes income tax laws, as has been discussed recently, to eliminate or substantially modify these income tax deductions, then the after-tax cost of owning a new home would increase substantially |
This could adversely impact demand for, and/or sales prices of new homes |
Residential homebuilding is a competitive industry, and competitive conditions adversely affect our results of operations |
The residential homebuilding industry is highly competitive |
Residential homebuilders compete not only for homebuyers, but also for desirable properties, financing, building materials and labor |
We compete with other local, regional and national homebuilders, often within larger communities designed, planned and developed by such homebuilders |
Any improvement in the cost structure or service of our competitors will increase the competition we face |
Competitive conditions in the homebuilding industry could result in: difficulty in acquiring suitable land at acceptable prices; increased selling incentives; lower sales volumes and prices; increased construction costs; and delays in construction |
Provisions in our charter documents and Delaware law may make it difficult for a third party to acquire us, which could depress the price of our common stock |
Provisions in our certificate of incorporation, our by-laws and Delaware law could delay, defer or prevent a change of control of our Company |
These provisions, which include authorizing the Board of Directors to issue preferred stock and limiting the persons who may call special meetings of stockholders, could also discourage proxy contests and make it more difficult for stockholders to elect directors and take other corporate actions |
We are also subject to provisions of Delaware law which could delay, deter or prevent us from entering into an acquisition, including Section 203 of the Delaware General Corporation Law, which prohibits a Delaware corporation from engaging in a business combination with an interested stockholder unless specific conditions are met |
The existence of any of the above factors could adversely affect the market price of our common stock |
The trading price of shares of our common stock could be adversely affected because Brookfield Asset Management Inc |
owns approximately 52prca of our common stock |
Brookfield Asset Management Inc |
owns approximately 52prca of the outstanding shares of our common stock |
If Brookfield Asset Management Inc |
should decide in the future to sell any of our shares owned by it, the sale (or the perception of the market that a sale may occur) could adversely affect the trading price of our common stock |
The trading price of shares of our common stock could fluctuate significantly |
The trading price of shares of our common stock in the open market cannot be predicted |
The trading price could fluctuate significantly in response to factors such as: variations in our quarterly or annual operating results and financial condition; changes in government regulations affecting our business; the announcement of significant events by us or our competitors; market conditions specific to the homebuilding industry; changes in general economic conditions; differences between our actual financial and operating results and those expected by investors and analysts; changes in analysts’ recommendations or projections; the depth and liquidity of the market for shares of our common stock; investor perception of the homebuilding industry; events in the homebuilding industry; investment restrictions; and our dividend policy |
In addition, securities markets have experienced significant price and volume fluctuations in recent years that have often been unrelated or disproportionate to the operating performance of particular companies |
These broad fluctuations may adversely affect the trading price of our common stock |