-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, XLhjsqDW7pzolpqzym/wA53Wdzt8OYkGtV8/vuYi+kQu1bLFlsKpufWSC/86Ki5s BLi7Dit+PrDGZuGfiaTS6A== 0000950144-94-001929.txt : 19941117 0000950144-94-001929.hdr.sgml : 19941117 ACCESSION NUMBER: 0000950144-94-001929 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19940930 FILED AS OF DATE: 19941107 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: ORIOLE HOMES CORP CENTRAL INDEX KEY: 0000074928 STANDARD INDUSTRIAL CLASSIFICATION: 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: 94557875 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 FORM 10-Q 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: September 30, 1994 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 September 30, 1994 - - - ------------------------------------- --------------------------------- Common Stock, Class A, par value $.10 1,895,549 Common Stock, Class B, par value $.10 2,729,975 2 ORIOLE HOMES CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET ASSETS
September 30, December 31, 1994 1993 (Unaudited) (Audited) ------------ ------------ Cash and cash equivalents $ 5,295,462 $ 14,650,532 ------------ ------------ Receivables: Mortgage notes 1,514,056 1,618,659 Other 0 4,000 ------------ ------------ 1,514,056 1,622,659 ------------ ------------ Inventories: Land 114,793,863 111,959,716 Houses and condominiums completed or under construction 50,703,780 38,057,470 Model houses and condominiums 2,486,676 2,416,948 ------------ ------------ 167,984,319 152,434,134 Less: Estimated costs of completion included in inventories 30,897,730 24,031,951 ------------ ------------ 137,086,589 128,402,183 Property and equipment (at cost): Land 7,171,220 7,172,279 Buildings 22,612,530 23,130,421 Furniture, fixtures and equipment 5,433,933 5,357,097 ------------ ------------ 35,217,683 35,659,797 Less: Accumulated depreciation 10,341,350 9,920,818 ------------ ------------ 24,876,333 25,738,979 ------------ ------------ Other: Prepaid expenses 2,347,945 1,812,081 Unamortized debt issuance costs 2,399,574 2,497,438 Investment in and advances to joint venture 7,000,000 3,500,000 Land held for investment (at cost) 2,996,901 2,791,450 Other assets 1,695,810 727,271 ------------ ------------ 16,440,230 11,328,240 ------------ ------------ Total Assets $185,212,670 $181,742,593 ============ ============
See notes to consolidated financial statements -1- 3 ORIOLE HOMES CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET LIABILITIES AND SHAREHOLDERS' EQUITY
September 30, December 31, 1994 1993 (Unaudited) (Audited) ------------ ------------ Liabilities: Notes payable - banks $ - $ 96,317 Mortgage notes payable 14,824,365 14,399,479 Accounts payable 6,305,850 6,507,891 Dividends payable - 762,078 Customer deposits 9,687,677 6,091,570 Income taxes payable 988,092 647,326 Accrued expenses and other liabilities 6,311,802 7,157,750 Deferred income taxes 532,916 850,908 12 1/2% Senior Notes due January 15, 2003, net of $1,712,714 discount in 1994 and $1,812,306 discount in 1993 68,287,286 68,187,694 ------------ ------------ Total Liabilities 106,937,988 104,701,013 Shareholders' Equity: Class A common stock, $.10 par value Authorized - 10,000,000 shares Issued and outstanding - 1,895,549 in 1994 and in 1993 189,555 189,555 Class B common stock, $.10 par value Authorized - 10,000,000 shares Issued and outstanding - 2,729,975 in 1994 and in 1993 272,998 272,998 Additional paid-in capital 19,267,327 19,267,327 Retained earnings 58,544,802 57,311,700 ------------ ------------ Total Shareholders' Equity 78,274,682 77,041,580 ------------ ------------ Total Liabilities and Shareholders' Equity $185,212,670 $181,742,593 ============ ============
See notes to consolidated financial statements -2- 4 ORIOLE HOMES CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF INCOME (Unaudited)
Nine Months Ended Three Months Ended September 30, September 30, -------------------------- ---------------------------- 1994 1993 1994 1993 ----------- ----------- ----------- ------------ Revenues: Sale of houses and condominiums $68,882,909 $57,641,374 $32,120,303 $21,822,052 Sale of land 1,523,945 558,900 651,462 140,458 Other operating revenues 2,560,858 2,741,535 829,725 869,593 Interest, rentals and other income 2,648,388 2,334,410 978,274 782,785 Gain on sale of property and land held for investment, net 129,566 23,547 73,389 7,061 ----------- ----------- ----------- ------------ 75,745,666 63,299,766 34,653,153 23,621,937 ----------- ----------- ----------- ------------ Costs and Expenses: Cost of houses and condominiums sold 57,406,030 46,935,005 25,986,333 17,768,557 Cost of land sold 1,335,358 481,494 564,644 119,032 Costs relating to other operating revenues 1,977,838 1,834,303 669,842 652,135 Selling, general and administrative expenses 11,347,538 11,117,428 4,182,696 3,779,342 Interest cost incurred 7,785,220 7,598,751 2,674,327 2,579,042 Interest capitalized (deduct) (7,353,087) (7,441,920) (2,242,194) (2,579,042) ----------- ----------- ----------- ------------ 72,498,897 60,525,061 31,835,648 22,319,066 ----------- ----------- ----------- ------------ Income before provision for income taxes and extraordinary item 3,246,769 2,774,705 2,817,505 1,302,871 Provision for income taxes 1,251,589 1,085,527 1,090,293 504,166 ----------- ----------- ----------- ------------ Income before extraordinary item 1,995,180 1,689,178 1,727,212 798,705 Extraordinary Item-Loss on repurchase of debt (less applicable income taxes of $602,906) - (999,288) - - ----------- ----------- ----------- ------------ Net Income $ 1,995,180 $ 689,890 $ 1,727,212 $ 798,705 =========== =========== =========== =========== Earnings per Class A and Class B Common Share: Net income before extraordinary item $ .43 $ .37 $ .37 $ .17 ----------- ----------- ----------- ----------- Extraordinary item - (.22) - - ----------- ----------- ----------- ----------- Total Net Income $ .43 $ .15 $ .37 $ .17 =========== =========== =========== =========== 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 $ .15 $ .40 $ .15 $ - =========== =========== =========== =========== Dividends per Class B Common Share $ .175 $ .425 $ .175 $ - =========== =========== =========== ===========
See notes to consolidated financial statements -3- 5 ORIOLE HOMES CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS INCREASE (DECREASE) IN CASH (Unaudited)
September 30, ------------------------------------- 1994 1993 ----------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES Net Income $ 1,995,180 $ 689,890 Adjustments to reconcile net income to net cash (used in) operating activities Depreciation 922,633 937,329 Amortization 272,456 1,816,841 Deferred income taxes (317,992) (143,525) Gain on sale of property and equipment and other assets (129,566) (23,547) Changes in assets and liabilities Decrease in receivables 108,603 119,203 (Increase) in inventories (8,684,406) (20,104,105) (Increase) in other assets (1,504,403) (308,990) (Decrease) increase in accounts payable (202,041) 651,420 Increase in customer deposits 3,596,107 3,775,949 Increase (decrease) in income taxes payable 340,766 (388,097) Increase (decrease) in accrued expenses and other liabilities (846,078) 2,313,900 ----------- ----------- Total adjustments (6,443,921) (11,353,622) ----------- ----------- Net cash (used in) operating activities (4,448,741) (10,663,732) ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES Investment in joint ventures (3,500,000) - Land held for investment (205,451) - Capital expenditures (421,193) (320,759) Proceeds from the sale of property and equipment and other assets 490,772 64,920 ----------- ----------- Net cash (used in) investing activities (3,635,872) (255,839) ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from mortgage notes 425,016 - Borrowings under line of credit agreements 9,500,000 3,696,317 Repayments under line of credit agreements (9,596,317) (16,500,000) Payment of term loan - (22,000,000) Repurchase of Debentures - (18,563,000) Proceeds of Senior Notes (net) - 68,099,906 Senior notes issuance cost (75,000) (2,681,680) Dividends paid (1,524,156) (1,918,459) ----------- ----------- Net cash (used in) provided by financing activities (1,270,457) 10,133,084 ----------- ----------- NET DECREASE IN CASH (9,355,070) (786,487) CASH AT BEGINNING OF PERIOD 14,650,532 6,942,103 ----------- ----------- CASH AT END OF PERIOD $ 5,295,462 $ 6,155,616 =========== =========== SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during the year for: Interest (net of amount capitalized) $ 2,520,041 $ - Income taxes $ 1,228,815 $ 1,014,243
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 September 30, 1994, the related statements of income and cash flows for the three and nine months ended September 30, 1994 and 1993 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, 1993 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 nine months ended September 30, 1994 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
September 30, 1994 December 31, 1993 --------------------- --------------------- Units Amounts Units Amounts -------- ------------ ------- ------------ Single-Family Homes 106 $ 20,719,916 81 $ 14,068,923 Multi-Family 243 37,715,592 176 25,286,538 --- ------------ --- ------------ Total 349 $ 58,435,508 257 $ 39,355,461 === ============ === ============
5. Following is a computation of earnings per share:
Three Months Ended Nine Months Ended ---------------------- -------------------- September 30, September 30, 1994 1993 1994 1993 --------- --------- -------- ------- Income before extraordinary item $1,727,212 $ 798,705 $1,995,180 $ 1,689,178 Extraordinary item - - - (999,288) ---------- ---------- ---------- ----------- Net Income $1,727,212 $ 798,705 $1,995,180 $ 689,890 ========== ========== ========== =========== Weighted Average number of common shares outstanding 4,625,524 4,625,524 4,625,524 4,625,524 ========== ========== ========== =========== Earnings per share before extraordinary item $ 0.37 $ 0.17 $ 0.43 $ 0.37 Extraordinary item - - - (.22) ---------- ---------- ---------- ----------- Total earnings per share $ 0.37 $ 0.17 $ 0.43 $ 0.15 ========== ========== ========== ===========
6. Credit commitments On January 13, 1993, the Company issued 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, repurchase or issue capital stock or subordinated indebtedness. A portion of the proceeds of the Notes offering was used to repay all debt outstanding under the Company's bank credit agreement, and the redemption at par of the Company's outstanding 12 7/8% Subordinated Debentures due July 15, 2000. The balance of the proceeds was added to the Company's working capital. 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%. As of September 30, 1994, there was no amount outstanding. -6- 8 Suite 1200 777 Brickell Avenue Miami, FL 33131-2867 305 377-9900 FAX 305 377-9130 GRANT THORNTON 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 September 30, 1994, and the related consolidated statements of income and cash flows for the three-month and nine-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, 1993, and the related consolidated statements of income, shareholder's equity, and cash flows for the year then ended (not presented herein) and in our report dated February 4, 1994, 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, 1993, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived. GRANT THORNTON Miami, Florida October 26, 1994 -7- 9 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL POSITION RESULTS OF OPERATIONS THREE MONTHS ENDED SEPTEMBER 30, 1994, COMPARED TO THREE MONTHS ENDED SEPTEMBER 30, 1993 The Company's revenues from home sales increased $10.3 million (or 47%) during the third quarter of 1994 as compared to the same period in 1993. The Company delivered 204 homes in the 1994 quarter compared to 168 in the same period of 1993. The average selling price of homes delivered increased 21.2% (from $129,893 to $157,452). The Company entered into 124 new contracts with an aggregate dollar value of $20.0 million in the third quarter of 1994 compared to 168 new contracts with an aggregate dollar amount of $25.1 million in the 1993 period. The Company attributes its increase in revenues largely to the deliveries of 16 upscale multi-family units in the Fairway Point project with an average selling price of $455,642 per unit. Interest, rentals and other income increased to $1.0 million from $.8 million in the same period of 1993 mainly due to interest generated from the Company's investment in a joint venture. Cost of home sales increased to $26.0 million in 1994 from $17.8 million in 1993 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 80.9% from 81.4%. Gross margins during the third quarter of 1994 were positively affected by the inclusion in 1994 of the sales at Fairway Point. Selling, general and administrative expenses increased to $4.2 million in 1994 from $3.8 million in 1993, but as a percentage of total revenues, these expenses decreased to 12.1% in 1994 from 16.0% in 1993. Net income in the 1994 third quarter increased to $1.7 million from $.8 million in 1993, and net income as a percentage of total revenues, 1994 reflects 5.0% as compared to 3.4% in 1993. NINE MONTHS ENDED SEPTEMBER 30, 1994, COMPARED TO NINE MONTHS ENDED SEPTEMBER 30, 1993 The Company's revenues from home sales increased $11.2 million (or 19.5%). The Company delivered 481 homes in the first nine months of 1994 as compared to 463 homes in the same period of 1993. The average selling price of homes delivered increased 15% from $124,495 to $143,208. New contracts signed (573) in 1994 decreased 9% from the 633 units contracted in the same period of 1993, but the dollar amount of those contracts in 1994 increased to $88.0 million from $85.6 million in 1993 mainly because of the inclusion of 21 new sales contracts at the Fairway Point project at an average selling price of $524,903. Other operating revenues decreased from $2.7 million in 1993 to $2.6 million in 1994 mainly as a result of a refund in 1993 of previously paid real estate taxes. Interest, rentals and other income increased from $2.4 million in 1993 to $2.8 million in 1994 mainly due to interest generated from the Company's investment in a joint venture. Cost of sales increased from $46.9 million in 1993 to $57.4 million in 1994. As a percentage of sales, cost of sales increased from 81.4% in 1993 to 83.3% in 1994. Selling, general and administrative expenses increased from $11.1 million in 1993 to $11.3 million in 1994, but as a percentage of total revenues, decreased to 15.0% in 1994 from 17.6% in 1993. Net income increased from $.7 million in the first nine months of 1993 to $2.0 million in the comparable period of 1994. Net income for the first nine months of 1993 was affected by a nonrecurring extraordinary -8- 10 expense in the amount of $999,288, net of income taxes, or $.22 per share in connection with the early redemption of the Company's Subordinated Debentures and the early repayment of a bank credit agreement. The dollar amount of the Company's backlog, which reflects new sales contracts that have yet to close, increased 1.8% to $58,435,508 (representing 349 units) as of September 30, 1994 from $57,390,440 (representing 410 units) as of September 30, 1993. The average per unit value of the Company's backlog now stands at $167,437, representing an increase of 19.6% over the $139,977 recorded at the end of 1993's third quarter. Included in this year's backlog are 17 units from the Fairway Point project valued at a total of $9,122,635, or an average of $536,626 per unit. 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. As of September 30, 1994, the Company had outstanding borrowings of approximately $83.1 million, including $68.3 million of Senior Notes due 2003 (the "Senior Notes") and available cash and short term investments of approximately $5.3 million. At September 30, 1994 the Company also had available funds of approximately $10 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 September 30, 1994, the Company had invested $7 million in two joint ventures with a reputable South Florida building company. The Joint Ventures Agreements provide that the Company is to receive (1) a 10% return plus $4,000 as each of 108 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. ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K The September 30, 1994 unaudited Financial Statements included in this Form 10-Q have been reviewed by Grant Thornton in accordance with established professional standards and procedures for such a review. There were no reports on Form 8-K for the nine months ended September 30, 1994. -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: November 3, 1994 /s/ R. D. Levy - - - ----------------------- ----------------------------------- R.D. Levy, Chairman of the Board, Chief Executive Officer, Director Date: November 3, 1994 /s/ A. Nunez - - - ----------------------- ----------------------------------- A. Nunez, Senior Vice President Treasurer, Chief Financial Officer, Chief Accounting Officer, Director -10- 12 EXHIBIT INDEX ------------- Exhibit Sequentially Number Exhibit Numbered Page - - - ------- ------- ------------- 27 Financial Data Schedule (for SEC filing purposes only) EX-27 2 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FINANCIAL STATEMENTS OF ORIOLE HOMES CORP. FOR THE PERIOD ENDED SEPTEMBER 30, 1994, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 9-MOS DEC-31-1994 JAN-01-1994 SEP-30-1994 5,295,462 242,985 1,514,056 0 137,086,589 0 35,217,683 10,341,350 185,212,670 0 83,111,651 462,553 0 0 77,812,129 185,212,670 70,406,854 75,745,666 58,741,388 60,719,226 11,347,538 0 432,133 3,246,769 1,251,589 1,995,180 0 0 0 1,995,180 .43 0 Company reports on a non-classified Balance Sheet
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