-----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, VyOwDLXjtm95Cv7Qkn6kq6g/UbtCYBYw2+LRV3s1Q9ZlkmcvgY7yaUzyX5VaJMBJ GaS8YxjrhL4yW7bIaXyDMA== 0000950144-96-005140.txt : 19960813 0000950144-96-005140.hdr.sgml : 19960813 ACCESSION NUMBER: 0000950144-96-005140 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960630 FILED AS OF DATE: 19960812 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: 96608135 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 06/30/96 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: June 30, 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 issuers classes of common stock, as of the close of the period covered by this report. Class Outstanding at June 30, 1996 - ------------------------------------- ---------------------------- Common Stock, Class A, par value $.10 1,883,349 Common Stock, Class B, par value $.10 2,742,175 2 ORIOLE HOMES CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET ASSETS
June 30, December 31, 1996 1995 (Unaudited) (Audited) ------------- ------------- Cash and cash equivalents $ 1,867,533 $ 3,275,615 ------------- ------------- Receivables: Mortgage notes 279,036 280,562 Due at closing - 114,700 Income taxes - 1,660,846 ------------- ------------- 279,036 2,056,108 Inventories: Land 94,492,088 103,435,218 Houses and condominiums completed or under construction 57,251,877 48,306,006 Model houses and condominiums 4,547,652 3,386,194 ------------- ------------- 156,291,617 155,127,418 Less: Estimated costs of completion included in inventories 18,437,026 23,699,916 ------------- ------------- 137,854,591 131,427,502 Property and equipment (at cost): ------------- ------------- Land 7,046,758 7,168,046 Buildings 21,187,593 22,283,655 Furniture, fixtures and equipment 4,994,471 5,445,387 ------------- ------------- 33,228,822 34,897,088 Less: Accumulated depreciation 9,805,547 10,892,078 ------------- ------------- 23,423,275 24,005,010 ------------- ------------- Other: Prepaid expenses 3,725,879 2,378,932 Unamortized debt issuance costs 2,011,626 2,098,760 Investment in and advances to joint ventures 5,613,000 5,625,000 Land held for investment (at cost) 3,010,783 3,001,783 Other assets 4,207,499 5,609,607 ------------- ------------- 18,568,787 18,714,082 ------------- ------------- Total Assets $181,993,222 $179,478,317 ============= =============
See notes to consolidated financial statements - 1 - 3 ORIOLE HOMES CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET LIABILITIES AND SHAREHOLDERS' EQUITY
June 30, December 31, 1996 1995 (Unaudited) (Audited) ------------- ------------- Liabilities: Line of credit $ 8,000,000 $ 8,500,000 Mortgage notes payable 12,737,728 15,041,573 Accounts payable 9,653,073 7,328,804 Customer deposits 9,954,975 6,072,046 Accrued expenses and other liabilities 7,477,069 8,393,132 12 1/2% Senior Notes due January 15, 2003, net of $1,402,147 discount in 1996 and $1,632,318 discount in 1995 66,561,853 66,481,313 ------------- ------------- Total Liabilities 114,384,698 111,816,868 Shareholders' Equity: Class A common stock, $.10 par value Authorized - 10,000,000 shares Issued and outstanding - 1,883,349 in 1996 and 1,891,249 in 1995 188,335 189,125 Class B common stock, $.10 par value Authorized - 10,000,000 shares Issued and outstanding - 2,742,175 in 1996 and 2,734,275 in 1995 274,218 273,428 Additional paid-in capital 19,267,327 19,267,327 Retained earnings 47,878,644 47,931,569 ------------- ------------- Total Shareholders' Equity 67,608,524 67,661,449 ------------- ------------- Total Liabilities and Shareholders' Equity $181,993,222 $179,478,317 ============= =============
See notes to consolidated financial statements - 2 - 4 ORIOLE HOMES CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited)
Six Months Ended Three Months Ended June 30, June 30, ------------------------- ------------------------- 1996 1995 1996 1995 ------------ ----------- ----------- ----------- Revenues: Sale of houses and condominiums $40,405,407 $27,429,087 $23,704,964 $14,391,172 Sale of land 1,622,356 1,295,229 910,000 1,215,229 Other operating revenues 1,592,049 1,551,444 815,227 763,620 Interest, rentals and other income 1,890,054 1,959,134 1,041,481 1,063,813 Gain on sale of property and land held for investment, net 667,124 114,452 646,764 58,097 ------------ ----------- ----------- ----------- 46,176,990 32,349,346 27,118,436 17,491,931 ------------ ----------- ----------- ----------- Costs and Expenses: Cost of houses and condominiums sold 34,190,319 23,825,914 19,885,233 12,877,800 Cost of land sold 1,683,070 1,110,092 1,030,611 1,036,211 Costs relating to other operating revenues 1,502,229 1,512,236 771,149 789,370 Selling, general and administrative expenses 8,539,766 7,063,432 4,299,547 3,625,060 Interest costs incurred 5,675,898 5,150,025 2,810,239 2,583,998 Interest capitalized (deduct) (5,329,435) (4,740,542) (2,649,495) (2,391,546) ------------ ----------- ----------- ----------- 46,261,847 33,921,157 26,147,284 18,520,893 ------------ ----------- ----------- ----------- Income (loss) before provision for (benefit from) income taxes (84,857) (1,571,811) 971,152 (1,028,962) Provision for (benefit from) income taxes (31,932) (591,607) 365,625 (387,149) ------------ ----------- ----------- ----------- Net Income (Loss) $ (52,925) $ (980,204) $ 605,527 $ (641,813) ============ =========== =========== =========== Earnings per Class A and Class B Common Share: Net Income (Loss) $ (.01) $ (.21) $ .13 $ (.14) ============ =========== =========== =========== Average Number of Class A and Class B Common Shares Outstanding 4,625,524 4,625,524 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)
Six Months Ended June 30, ------------- ------------- 1996 1995 ------------- ------------- CASH FLOWS FROM OPERATING ACTIVITIES Net Loss $ (52,925) $ (980,204) Adjustments to reconcile net income to net cash used in operating activities Depreciation 652,660 603,250 Amortization 263,910 209,679 Deferred income taxes 458,375 (432,989) Gain on sale of property and equipment and other assets (667,124) (114,452) Changes in assets and liabilities Decrease in receivables 1,777,072 918,922 (Increase) in inventories (8,762,718) (13,335,861) (Increase) in other assets (403,214) (2,012,112) Increase (decrease) in accounts payable 2,324,269 (146,180) Increase in customer deposits 3,882,929 3,300,405 (Decrease) increase in accrued expenses and other liabilities (916,063) 265,590 ------------ ------------ Total adjustments (1,389,904) (10,743,748) ------------ ------------ Net cash used in operating activities (1,442,829) (11,723,952) ------------ ------------ CASH FLOWS FROM INVESTING ACTIVITIES Return on investment in joint venture 12,000 960,000 Land held for investment (9,000) (4,882) Capital expenditures (1,130,447) (602,190) Proceeds from the sale of property and equipment and other assets 4,062,275 374,473 ------------ ------------ Net cash provided by investing activities 2,934,828 727,401 ------------ ------------ CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from mortgage notes 12,800,000 149,875 Payment of mortgage notes (15,103,845) (2,682,999) Borrowings under line of credit agreements 15,500,000 6,000,000 Repayments under line of credit agreements (16,000,000) (2,000,000) Repurchase of senior notes - (126,000) Issuance costs (96,236) - Dividends paid - (993,409) ------------ ------------ Net cash (used in) provided by financing activities (2,900,081) 347,467 ------------ ------------ NET DECREASE IN CASH (1,408,082) (10,649,084) CASH AT BEGINNING OF PERIOD 3,275,615 14,609,489 ------------ ------------ CASH AT END OF PERIOD $ 1,867,533 $ 3,960,405 ============ ============ SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during the period for: Interest (net of amount capitalized) $ 265,923 $ 341,462 Income taxes $ 529 $ 514,000
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 June 30, 1996, the related statements of operations and cash flows for the three and six months ended June 30, 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 and six months ended June 30, 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
June 30, 1996 December 31, 1995 ------------ ------------ ------------ ----------- Units Amounts Units Amounts ----------- ----------- ----------- ----------- Single-Family Homes 217 $39,450,339 115 $23,225,708 Multi-Family 157 22,625,082 78 12,123,361 ----------- ----------- ----------- ----------- Total 374 $62,075,421 193 $35,349,069 =========== =========== =========== ===========
5. Following is a computation of earnings per share:
Three Months Ended Six Months Ended 6/30/96 6/30/95 6/30/96 6/30/95 ------------ ------------ ------------ ---------- Net Income (Loss) $ 605,527 $ (641,813) $ (52,925) $ (980,204) =========== =========== =========== =========== Weighted average number of common shares outstanding 4,625,524 4,625,524 4,625,524 4,625,524 =========== =========== =========== =========== Earnings (loss) per share $ .13 $ (.14) $ (.01) $ (.21) =========== =========== =========== ===========
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 $120,000,000 in short-term financing at an finterest 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 June 30,1996, the outstanding loan balance was $8,000,000. - 6 - 8 Suite 1200 77 Brickell Avenue Miami, FL 33131-2867 305 377-9900 FAX 305 377-9130 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 June 30, 1996, and the related consolidated statements of operations and cash flows for the three-month and six-month periods 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 August 2, 1996 - 7 - 9 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL POSITION RESULTS OF OPERATIONS THREE MONTHS ENDED JUNE 30, 1996, COMPARED TO THREE MONTHS ENDED JUNE 30, 1995 The Company's revenues from home sales increased $9.3 million (64.7%) during the second quarter of 1996 as compared to the same period in 1995. The Company delivered 125 homes in the 1996 quarter compared to 91 in the same period of 1995. The average selling price of homes delivered increased 19.9% (from $158,145 to $189,640). The Company entered into 184 new contracts with an aggregate dollar value of $30.5 million in the second quarter of 1996, compared to 134 new contracts with an aggregate dollar value of $21.9 million in the 1995 period. Interest, rentals and other income increased to $1.7 million from $1.1 million in the same period of 1995 mainly due to the gain on the sale in the 1996 second quarter of the remaining lots in an existing subdivision and the sale of recreation leases. Cost of home sales increased to $19.9 million in 1996 from $12.9 million in 1995 mainly as a result of the increase in the number and dollar amount of homes delivered. As a percentage of home sales, cost of homes sold decreased to 83.9% from 89.5%. Selling, general and administrative expenses increased to $4.3 million in 1996 from $3.6 million in 1995 mainly due to higher advertising expense and sales commissions related to a larger volume of closings. As a percentage of total revenues, the 1996 period was reduced to 15.9% as compared to 20.7% in the same period of 1995. The second quarter of 1996 reflected a profit of $.6 million as compared to a loss of $.6 million in the comparable period of 1995. This increase is attributable to the sale of assets mentioned above and the improvement in margins on sales. SIX MONTHS ENDED JUNE 30, 1996, COMPARED TO SIX MONTHS ENDED JUNE 30, 1995 The Company's revenues from home sales increased 47.3% to $40.4 million in the six month period of 1996 as compared to $27.4 million in the same period of 1995. The Company delivered 223 units in the first six months of 1996 as compared to 182 units in 1995. The average selling price of homes delivered increased 20.2% to $181,190 from $150,709. In 1996, 404 new contracts were signed with a value of $67.1 million representing an increase from 264 contracts valued at $43.2 million in 1995. Other operating revenues remained at the same level of $1.5 million in the six months of 1995 and 1996. Interest, rentals and other income increased from $2.1 million in 1995 to $2.6 million in 1996 mainly due to profits generated from the sale of recreation leases and the remaining lots in an existing subdivision. Cost of sales increased to $34.2 million in 1996 from $23.8 million in 1995. As a percentage of home sales, cost of home sales decreased from 86.9% in 1995 to 84.6% in 1996. Selling, general and administrative expenses increased to $8.5 million in 1996 from $7.1 million in 1995 but as a percentage of total revenues, decreased to 18.5% in 1996 from 21.8% in 1995. - 8 - 10 Net loss decreased from $1.0 million in the first six months of 1995 to a loss of $.05 million in 1996. The decrease in net loss for the first six months of 1996 was benefited from the profit on the sale of certain recreation leases and the sale of the remaining lots in an existing subdivision. The dollar amount of the Company's backlog which reflects new sales contracts that have yet to close increased 37.7% to $62,075,421 (representing 374 units) as of June 30, 1996 from $45,076,909 (representing 225 units) as of June 30, 1995. The average per unit value of the Company's backlog now stands at $165,977 as compared to $200,342 at the end of the 1995 second quarter. Included in last year's backlog are 17 units from the upscale project, Fairway Point, valued at a total of $9,625,721 or an average of $566,219. 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 from funds generated through operations, borrowings and the issuance of common stock. As of June 30, 1996, the Company has outstanding borrowings of approximately $87.3 million, including $66.6 million in Senior Notes due 2003. It had available cash and short term investments of approximately $1.9 million. At June 30, 1996, the Company also had available funds of approximately $12 million pursuant to available but unused credit facilities. The Company believes that the funds generated from operations and its borrowing availability under credit facilities will be sufficient to fund the Company's foreseeable working capital requirements, with the possible exception of land acquisitions. As of June 30, 1996, the Company had invested $5,613,000 in two Joint Ventures with a reputable South Florida building company. The Joint Venture Agreements provide that the Company is to receive (1) a 10% return plus $4,000 as each of 112 units are sold; (2) a 15% return plus $2,800 as each developed lot or dwelling unit is sold, and 5% of the gross sales price on land sales. The Company's investment and its return are guaranteed by the other Joint Venturer and by the principal shareholder of the Joint Venturer. - 9 - 11 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: August 12, 1996 /s/ R.D. Levy --------------------- ------------------------------------ R.D. Levy, Chairman of the Board, Chief Executive Officer, Director Date: August 12, 1996 /s/ A. Nunez --------------------- ----------------------------------- A. Nunez, Senior Vice President Treasurer, Chief Financial Officer, Chief Accounting Officer, Director - 10 - EX-27 2 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FINANCIAL STATEMENTS OF ORIOLE HOMES CORP. FOR THE SIX MONTHS ENDED JUNE 30, 1996, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 6-MOS DEC-31-1996 JAN-01-1996 JUN-30-1996 1,867,533 0 279,036 0 137,854,591 0 33,228,822 (9,805,547) 181,993,222 0 87,299,581 0 0 462,553 67,145,971 181,993,222 42,027,763 46,176,990 35,873,389 37,375,618 8,539,766 0 346,463 (84,857) (31,932) (52,925) 0 0 0 (52,925) (.01) (.01) COMPANY REPORTS ON A NON-CLASSIFIED BALANCE SHEET.
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