-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Wh5ofzBifckmK9p9cdH+vEMB8zN3CXuPhl5yJhp0JYiynjT1wXlAJS5jchGkZIcF c7Ctvt5nLrIsg3h/okcWmQ== 0000950144-96-002162.txt : 19960514 0000950144-96-002162.hdr.sgml : 19960514 ACCESSION NUMBER: 0000950144-96-002162 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960331 FILED AS OF DATE: 19960513 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: ORIOLE HOMES CORP CENTRAL INDEX KEY: 0000074928 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 591228702 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-06963 FILM NUMBER: 96561377 BUSINESS ADDRESS: STREET 1: 1690 S CONGRESS AVE STE 200 CITY: DELRAY BEACH STATE: FL ZIP: 33445 BUSINESS PHONE: 4072742000 FORMER COMPANY: FORMER CONFORMED NAME: ORIOLE LAND & DEVELOPMENT CORP DATE OF NAME CHANGE: 19720615 10-Q 1 ORIOLE HOMES CORP. FORM 10-Q 03/31/96 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10Q QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended: March 31, 1996 Commission File No. 1-6963 ORIOLE HOMES CORP. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Florida 59-1228702 - ----------------------------------- ----------------------------------- (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 1690 S. Congress Ave., Suite 200 Delray Beach, Fl. 33445 - -------------------------------------------------- --------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (407) 274-2000 ------------------------------------------------------------- Former name, former address and former 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, and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the close of the period covered by this report. Class Outstanding at March 31, 1996 - ------------------------------------------- --------------------------------- Common Stock, Class A, par value $.10 1,891,249 Common Stock, Class B, par value $.10 2,734,275 2 ORIOLE HOMES CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET ASSETS
March 31, December 31, 1996 1995 (Unaudited) (Audited) ------------ ------------ Cash and cash equivalents $ 3,093,156 $ 3,275,615 ------------ ------------ Receivables: Mortgage notes 279,999 280,562 Due at closing 0 114,700 Income taxes 1,472,430 1,660,846 ------------ ------------ 1,752,429 2,056,108 Inventories: Land 102,852,855 103,435,218 Houses and condominiums completed or under construction 56,870,775 48,306,006 Model houses and condominiums 4,698,256 3,386,194 ------------ ------------ 164,421,886 155,127,418 Less: Estimated costs of completion included in inventories 24,810,264 23,699,916 ------------ ------------ 139,611,622 131,427,502 ------------ ------------ Property and equipment (at cost): Land 7,164,432 7,168,046 Buildings 22,141,073 22,283,655 Furniture, fixtures and equipment 5,500,185 5,445,387 ------------ ------------ 34,805,690 34,897,088 Less: Accumulated depreciation 10,518,145 10,892,078 ------------ ------------ 24,287,545 24,005,010 ------------ ------------ Other: Prepaid expenses 3,600,441 2,378,932 Unamortized debt issuance costs 2,103,311 2,098,760 Investment in and advances to joint ventures 5,625,000 5,625,000 Land held for investment (at cost) 3,004,583 3,001,783 Other assets 5,251,379 5,609,607 ------------ ------------ 19,584,714 18,714,082 ------------ ------------ Total Assets $188,329,466 $179,478,317 ============ ============
See notes to consolidated financial statements -1- 3 ORIOLE HOMES CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET LIABILITIES AND SHAREHOLDERS' EQUITY
March 31, December 31, 1996 1995 (Unaudited) (Audited) ------------ ------------ Liabilities: Line of credit $ 17,500,000 $ 8,500,000 Mortgage notes payable 13,480,079 15,041,573 Accounts payable 10,387,595 7,328,804 Customer deposits 8,458,446 6,072,046 Accrued expenses and other liabilities 4,978,766 8,393,132 12 1/2% Senior Notes due January 15, 2003, net of $1,442,417 discount in 1996 and $1,482,687 discount in 1995 66,521,583 66,481,313 ------------ ------------ Total Liabilities 121,326,469 111,816,868 Shareholders' Equity: Class A common stock, $.10 par value Authorized - 10,000,000 shares Issued and outstanding - 1,891,249 in 1996 and in 1995 189,125 189,125 Class B common stock, $.10 par value Authorized - 10,000,000 shares Issued and outstanding - 2,734,275 in 1996 and in 1995 273,428 273,428 Additional paid-in capital 19,267,327 19,267,327 Retained earnings 47,273,117 47,931,569 ------------ ------------ Total Shareholders' Equity 67,002,997 67,661,449 ------------ ------------ Total Liabilities and Shareholders' Equity $188,329,466 $179,478,317 ============ ============
See notes to consolidated financial statements -2- 4 ORIOLE HOMES CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited)
Three Months Ended March 31, --------------------------------- 1996 1995 ----------- ----------- Revenues: Sale of houses and condominiums $16,700,443 $13,037,915 Sale of land 712,356 80,000 Other operating revenues 776,822 787,824 Interest, rentals and other income 848,573 895,321 Gain on sale of property and land held for investment, net 20,360 56,355 ----------- ----------- 19,058,554 14,857,415 ----------- ----------- Costs and Expenses: Cost of houses and condominiums sold 14,305,086 10,948,114 Cost of land sold 652,459 73,881 Costs relating to other operating revenues 731,080 722,866 Selling, general and administrative expenses 4,240,219 3,438,372 Interest costs incurred 2,865,659 2,566,027 Interest capitalized (deduct) (2,679,940) (2,348,996) ----------- ----------- 20,114,563 15,400,264 ----------- ----------- Loss before benefit from income taxes (1,056,009) (542,849) Benefit from income taxes (397,557) (204,458) ----------- ----------- Net Loss $ (658,452) $ (338,391) =========== =========== Loss per Class A and B Common Share: Net Loss $ (0.14) $ (0.07) =========== =========== Average Number of Class A and Class B Common Shares Outstanding 4,625,524 4,625,524 =========== =========== Dividends per Class A Common Share $ - $ - =========== =========== Dividends per Class B Common Share $ - $ - =========== ===========
See notes to consolidated financial statements -3- 5 ORIOLE HOMES CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS INCREASE (DECREASE) IN CASH (Unaudited)
Three Months Ended March 31, ------------------------------ 1996 1995 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES Net Loss $ (658,452) $ (338,391) ------------ ------------ Adjustments to reconcile net income to net cash used in operating activities Depreciation 322,294 301,541 Amortization 131,955 108,250 Deferred income taxes 448,942 (270,175) Gain on sale of property and equipment and other assets (20,360) (56,356) Changes in assets and liabilities Decrease in receivables 303,679 129,019 (Increase) in inventories (8,184,120) (8,012,145) (Increase) in other assets (1,315,023) (1,066,367) Increase (decrease) in accounts payable 3,058,791 (675,751) Increase in customer deposits 2,386,400 1,900,057 (Decrease) in accrued expenses and other liabilities (3,414,366) (2,337,621) ------------ ------------ Total adjustments (6,281,808) (9,979,548) ------------ ------------ Net cash (used in) operating activities (6,940,260) (10,317,939) ------------ ------------ CASH FLOWS FROM INVESTING ACTIVITIES Return on investment in joint venture - 300,000 Capital expenditures (755,304) (417,769) Proceeds from the sale of property and equipment and other assets 170,835 137,142 ------------ ------------ Net cash (used in) provided by investing activities (584,469) 19,373 ------------ ------------ CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from mortgage notes 12,800,000 101,901 Payment of mortgage notes (14,361,494) (10,683) Borrowings under line of credit agreements 11,500,000 - Repayments under line of credit agreements (2,500,000) - Repurchase of senior notes - (126,000) Issuance costs (96,236) - Dividends paid - (993,409) ------------ ------------ Net cash provided by (used in) financing activities 7,342,270 (1,028,191) ------------ ------------ NET DECREASE IN CASH (182,459) (11,326,757) CASH AT BEGINNING OF PERIOD 3,275,615 14,609,489 ------------ ------------ CASH AT END OF PERIOD $ 3,093,156 $ 3,282,732 ============ ============ SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during the period for: Interest (net of amount capitalized) $ 2,269,324 $ 2,308,382 Income taxes $ 349 $ 405,000
See notes to consolidated financial statements -4- 6 FORM 10Q ORIOLE HOMES CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. The consolidated balance sheet as of March 31, 1996, the related statements of operations and cash flows for the three months ended March 31, 1996 and 1995 have been prepared by the Company without audit. In the opinion of the management of the Company, all adjustments (consisting of normal recurring accruals) necessary for a fair presentation of the unaudited interim periods have been reflected herein. Certain footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted. It is suggested that these consolidated financial statements be read in conjunction with the financial statements and notes thereto included in the Company's December 31, 1995 annual report to shareholders. Certain balances have been reclassified to conform to the current year presentation. 2. The results of operations for the three months ended March 31, 1996 are not necessarily indicative of the results for the entire year. 3. Affiliated Companies. The Company does not have investments in affiliated companies. -5- 7 ORIOLE HOMES CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 4. Backlog of Contracts for Sales of Houses and Condominiums
March 31, 1996 December 31, 1995 Units Amounts Units Amounts ----- ----------- ----- ----------- Single-Family Homes 176 $33,080,438 115 $23,225,708 Multi-Family 139 22,221,487 78 12,123,361 --- ----------- --- ----------- Total 315 $55,301,925 193 $35,349,069 === =========== === ===========
5. Following is a computation of earnings per share:
Three Months Ended ---------------------------- 3/31/96 3/31/95 ----------- ----------- Net Loss $ (658,452) $ (338,391) ========== ========== Weighted average number of common shares outstanding 4,625,524 4,625,524 ========== ========== Loss per share $ (0.14) $ (0.07) ========== ==========
6. Credit commitments On January 13, 1993, the Company issued its 12 1/2% Senior Notes ("Notes"), due January 15, 2003. The Notes have a face value of $70,000,000 and were issued at a discount of $1,930,600. The Notes are senior unsecured obligations of the Company subject to redemption at the Company's option on or after January 15, 1998, at 105% of the principal amount and thereafter at prices declining annually to 100% of the principal amount on or after January 15, 2001. The indenture under which the Notes were issued requires sinking fund payments of $17,500,000 on January 15, 2001 and January 15, 2002. The indenture contains certain covenants that, among other things, limit the ability of the Company to incur additional indebtedness, pay dividends or make certain other distributions, repurchases or issuances of capital stock or subordinated indebtedness. On July 13, 1993, the Company entered into a secured revolving loan agreement with a bank which provides up to $10,000,000 in short-term financing at an interest rate of prime plus 1 1/2%. This agreement was amended August 23, 1995 to increase the line of credit to $15,000,000 and January 12, 1996 to increase the line of credit to $20,000,000. As of March 31, 1996, the outstanding loan balance was $17,500,000. -6- 8 GRANT THORNTON GRANT THORNTON LLP Accountants and Management Consultants The U.S. Member Firm of Grant Thornton International Board of Directors Oriole Homes Corp. We have reviewed the accompanying consolidated balance sheet of Oriole Homes Corp. and Subsidiaries as of March 31, 1996, and the related consolidated statements of operations and cash flows for the three-month period then ended. These financial statements are the responsibility of the company's management. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical review procedures to financial data, and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the accompanying consolidated financial statements for them to be in conformity with generally accepted accounting principles. We have previously audited, in accordance with generally accepted auditing standards, the consolidated balance sheet as of December 31, 1995, and the related consolidated statements of income, shareholders' equity, and cash flows for the year then ended (not presented herein) and in our report dated February 16, 1996, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 1995, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived. GRANT THORNTON LLP Miami, Florida April 29, 1996 -7- 9 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL POSITION RESULTS OF OPERATIONS. THREE MONTHS ENDED MARCH 31, 1996, COMPARED TO THREE MONTHS ENDED MARCH 31, 1995 The Company's revenues from home sales increased to $16.7 million (28.1%) during the first quarter of 1996 as compared to the same period of 1995. The Company delivered 98 homes in the 1996 first quarter compared to 91 in the same period of 1995. The average selling price of homes delivered increased 18.9% (from $143,274 to $170,413). The Company entered into 220 new contracts with an aggregate value of $36.7 million in the first quarter of 1996 compared to 130 new contracts with an aggregate value of $21.3 million in the 1995 period. The Company's backlog has increased from $35.3 million at December 31, 1995 to $55.3 million as of March 31, 1996. Favorable interest rates and a more aggressive merchandising program contributed to a larger number of of new contracts. Other operating revenues and interest, rentals and other income remained at the same level of the 1995 period. As a percentage of home sales, cost of homes sold increased to 85.7% from 84.0%. Gross margins during the first quarter of 1996 were adversely affected due to increases in construction costs and the reduction in selling prices caused by market conditions. Selling, general and administrative expenses increased in the 1996 period as compared to the 1995 first quarter, but as a percentage of total revenues, these expenses decreased to 22.2% from 23.1% in the same period of 1995. Net income in the 1996 first quarter amounted to a loss of $.7 million compared to a loss of $.4 million in the comparable period of 1995. The decrease is attributed mainly to lower margins on sales of houses and condominiums. FINANCIAL CONDITION AND LIQUIDITY The Company's financing needs depend primarily upon sales volume, asset turnover, land acquisition and inventory balances. The Company has historically financed its working capital needs through funds generated from operations, borrowings and the issuance of common stock. The Company has a $20.0 million revolving line of credit of which $2.5 million was available at a rate of prime plus 1.5%, which expires July 1, 1997. The Company continues negotiations for the sale of certain assets which, if closed, may result in aggregate sales of approximately $10.0 million. The Company is also anticipating the receipt of an income tax refund of approximately $1.4 million during the second quarter of 1996. PART II - OTHER INFORMATION ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K The March 31, 1996 unaudited Financial Statements included in this form 10-Q have been reviewed by Grant Thornton LLP in accordance with established professional standards and procedures for such a review. (a) There were no reports on Form 8-K for the three months ended March 31, 1996. Exhibit Description ------- ----------- 27 Financial Data Schedule (for SEC use only). -8- 10 SIGNATURES Pursuant to the requirements of Section 13, 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. ORIOLE HOMES CORP. ------------------ (Registrant) Date: May 10, 1996 /s/ R.D. Levy - ------------------- ------------------------ R.D. Levy, Chairman of the Board, Chief Executive Officer, Director Date: May 10, 1996 /s/ A. Nunez - ------------------- ------------------------ A. Nunez, Senior Vice President Treasurer, Chief Financial Officer, Chief Accounting Officer, Director -9- EX-27 2 FINANCIAL DATA SCHEDULE
5 3-MOS DEC-31-1996 JAN-01-1996 MAR-31-1996 3,093,156 0 1,752,429 0 139,611,622 0 34,805,690 (10,518,145) 188,329,466 0 97,501,662 0 0 462,553 66,540,444 188,329,466 17,412,799 19,058,554 14,957,545 15,688,625 4,240,219 0 185,719 (1,056,009) (397,557) (658,452) 0 0 0 (658,452) (.14) (.14) COMPANY REPORTS ON A NON-CLASSIFIED BALANCE SHEET.
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