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 ------------------------------------------------- ----- (Address of principal executive offices) (Zip Code) (817) 856-8200 -------------- (Registrant's telephone number, including area code) ---------------------------------------------------- (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 % === === === === <TABLE> <CAPTION> 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 ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- <S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> 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 ===== ===== ===== ===== === === ===== ===== ===== ===== </TABLE> -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: <TABLE> <CAPTION> Name Votes For Votes Against Votes Withheld Abstentions Non-Votes <S> <C> <C> <C> <C> <C> 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 </TABLE> 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)