-----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, LRGHXcdjLrq8O0l/jXuE1G9dg8vOpg7MhHPLXjdZvZIAlIRi0F9etPsWBqrxWF0u vwd/cs+LOjo8UU5fQap4QA== 0000950144-95-001223.txt : 19950511 0000950144-95-001223.hdr.sgml : 19950511 ACCESSION NUMBER: 0000950144-95-001223 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950331 FILED AS OF DATE: 19950509 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: 95535624 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 FORM 10-Q OF ORIOLE HOMES CORP. 3-31-95 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, 1995 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 March 31, 1995 ------------------------------------- --------------------------------- Common Stock, Class A, par value $.10 1,893,349 Common Stock, Class B, par value $.10 2,732,175 2 ORIOLE HOMES CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET ASSETS
March 31, December 31, 1995 1994 (Unaudited) (Audited) ------------ ------------ Cash and cash equivalents $ 3,282,732 $ 14,609,489 ------------ ------------ Receivables: Mortgage notes 1,137,278 1,266,297 ------------ ------------ Inventories: Land 113,888,225 112,721,638 Houses and condominiums completed or under construction 44,283,681 40,497,339 Model houses and condominiums 1,948,258 2,199,908 ------------ ------------ 160,120,164 155,418,885 Less: Estimated costs of completion included in inventories 25,281,254 28,592,120 ------------ ------------ 134,838,910 126,826,765 ------------ ------------ Property and equipment (at cost): Land 7,170,113 7,170,113 Buildings 22,619,177 22,473,045 Furniture, fixtures and equipment 5,526,313 5,432,784 ------------ ------------ 35,315,603 35,075,942 Less: Accumulated depreciation 10,651,426 10,447,207 ------------ ------------ 24,664,177 24,628,735 ------------ ------------ Other: Prepaid expenses 2,453,796 1,990,535 Unamortized debt issuance costs 2,207,797 2,277,529 Investment in and advances to joint venture 6,700,000 7,000,000 Land held for investment (at cost) 2,996,901 2,996,901 Other assets 3,016,585 2,413,479 ------------ ------------ 17,375,079 16,678,444 ------------ ------------ Total Assets $181,298,176 $184,009,730 ============ ============
See notes to consolidated financial statements -1- 3 ORIOLE HOMES CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET LIABILITIES AND SHAREHOLDERS' EQUITY
March 31, December 31, 1995 1994 (Unaudited) (Audited) ------------ ------------ Liabilities: Mortgage notes payable $ 17,510,468 $ 17,419,250 Accounts payable 5,788,666 6,464,417 Dividends payable - 993,409 Customer deposits 6,875,256 4,975,199 Accrued expenses and other liabilities 5,482,709 7,820,330 Deferred income taxes 186,255 456,430 12 1/2% Senior Notes due January 15, 2003, net of $1,593,800 discount in 1995 and $1,632,318 discount in 1994 66,370,200 66,457,682 ------------ ------------ Total Liabilities 102,213,554 104,586,717 ------------ ------------ Shareholders' Equity: Class A common stock, $.10 par value Authorized - 10,000,000 shares Issued and outstanding - 1,893,349 in 1995 and in 1994 189,335 189,335 Class B common stock, $.10 par value Authorized - 10,000,000 shares Issued and outstanding - 2,732,175 in 1995 and in 1994 273,218 273,218 Additional paid-in capital 19,267,327 19,267,327 Retained earnings 59,354,742 59,693,133 ------------ ------------ Total Shareholders' Equity 79,084,622 79,423,013 ------------ ------------ Total Liabilities and Shareholders' Equity $181,298,176 $184,009,730 ============ ============
See notes to consolidated financial statements -2- 4 ORIOLE HOMES CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
Three Months Ended March 31, ------------------------------------- 1995 1994 ------------ ------------ Revenues: Sale of houses and condominiums $ 13,037,915 $ 20,515,583 Sale of land 80,000 186,010 Other operating revenues 787,824 881,747 Interest, rentals and other income 895,321 739,426 Gain on sale of property and land held for investment, net 56,355 20,958 ------------ ------------ 14,857,415 22,343,724 ------------ ------------ Costs and Expenses: Cost of houses and condominiums sold 10,948,114 17,485,479 Cost of land sold 73,881 159,738 Costs relating to other operating revenues 722,866 647,935 Selling, general and administrative expenses 3,438,372 3,770,404 Interest costs incurred 2,566,027 2,555,768 Interest capitalized (deduct) (2,348,996) (2,555,768) ------------ ------------ 15,400,264 22,063,556 ------------ ------------ Income (loss) before provision (benefit) for income taxes (542,849) 280,168 Provision (benefit) for income taxes (204,458) 105,228 ------------ ------------ Net Income (Loss) $ (338,391) $ 174,940 ============ ============ Earnings per Class A and B Common Share: Net Income (Loss) $ (.07) $ .04 ============ ============ 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)
March 31, ----------------------------- 1995 1994 ------------- ------------ CASH FLOWS FROM OPERATING ACTIVITIES Net Income (Loss) $ (338,391) $ 174,940 ------------ ----------- Adjustments to reconcile net income (loss) to net cash (used in) operating activities Depreciation 301,541 302,723 Amortization 108,250 92,597 Deferred income taxes (270,175) (97,673) Gain on sale of property and equipment and other assets (56,356) (20,959) Changes in assets and liabilities Decrease (increase) in receivables 129,019 (268,527) (Increase) in inventories (8,012,145) (4,246,287) (Increase) in other assets (1,066,367) (822,323) (Decrease) in accounts payable (675,751) (649,528) Increase in customer deposits 1,900,057 3,424,118 (Decrease) in accrued expenses and other liabilities (2,337,621) (2,128,296) ------------ ----------- Total adjustments (9,979,548) (4,414,155) ------------ ----------- Net cash (used in) operating activities (10,317,939) (4,239,215) ------------ ----------- CASH FLOWS FROM INVESTING ACTIVITIES Return on investment in joint venture 300,000 - Investment in joint venture - (16,399) Capital expenditures (417,769) (181,133) Proceeds from the sale of property and equipment and other assets 137,142 116,765 ------------ ----------- Net cash provided by (used in) investing activities 19,373 (80,767) ------------ ----------- CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from mortgage notes 101,901 106,814 Payment of mortgage notes (10,683) (42) Repayments under line of credit agreements - (86,317) Repurchase of senior notes (126,000) - Senior notes issuance cost - (75,000) Dividends paid (993,409) (762,078) ------------ ----------- Net cash (used in) financing activities (1,028,191) (816,623) ------------ ----------- NET (DECREASE) IN CASH (11,326,757) (5,136,605) CASH AT BEGINNING OF PERIOD 14,609,489 14,650,532 ------------ ----------- CASH AT END OF PERIOD $ 3,282,732 $ 9,513,927 ============ =========== SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during the year for: Interest (net of amount capitalized) $ 2,308,382 $ 2,155,008 Income taxes $ 405,000 $ 647,330
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, 1995, the related statements of operations and cash flows for the three months ended March 31, 1995 and 1994 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, 1994 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, 1995 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, 1995 December 31, 1994 --------------------- ----------------------- Units Amounts Units Amounts ----- ----------- ----- ----------- Single-Family Homes 71 $15,137,062 58 $12,197,851 Multi-Family 111 22,438,263 85 $17,149,922 --- ----------- --- ----------- Total 182 $37,575,325 143 $29,347,773 === =========== === ===========
5. Following is a computation of earnings per share:
Three Months Ended ------------------------- 3/31/95 3/31/94 ------------ ----------- Net Income (Loss) $ (338,391) $ 174,940 =========== =========== Weighted average number of common shares outstanding 4,625,524 4,625,524 =========== =========== Earnings (loss) per share $ (.07) $ .04 =========== ===========
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%. As of March 31, 1995, there was no outstanding loan balance. -6- 8 Suite 1200 777 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 March 31, 1995, 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, 1994, 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 10, 1995, 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, 1994, 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 25, 1995 -7- 9 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL POSITION RESULTS OF OPERATIONS. THREE MONTHS ENDED MARCH 31, 1995, COMPARED TO THREE MONTHS ENDED MARCH 31, 1994 The Company's revenues from home sales decreased to $13.0 million (or 36.5%) during the first quarter of 1995 as compared to the same period of 1994. The Company delivered 91 homes in the 1995 quarter compared to 154 in the same period of 1994, with an increase of 7.6% in the average selling price of homes delivered (from $133,218 to $143,274). The number of new contracts signed (130) and the aggregate dollar value of those contracts ($21.3 million) decreased in 1995 from 255 and $38.2 million in the 1994 period. The Company anticipates that its second quarter revenues and earnings will be lower than those recorded in the second quarter of 1994. However, the Company expects sales to rebound in the third and fourth quarters of this year. The Company believes that revenues and the number of new contracts are being adversely affected by higher interest rates and higher home prices precipitated by increases in material costs and by new building codes regarding greater hurricane protection. In addition, resales nationally have been down and that is affecting the ability of the Company's prime customers, active adults, to fund the purchase of retirement houses in Florida. Further, several of the Company's most popular residential projects have recently been completed and the last units delivered. Though new projects have recently been opened for sale, because of the time lag between land development and construction schedules, these new projects may not result in closings in 1995 even if new sales contracts are entered into immediately. Other operating revenues decreased to $.8 million during the first quarter of 1995 from $.9 million in the same period of 1994 as a result of higher vacancies in The Pier Club rental project. Interest, rentals and other income increased from $.8 million to $1.0 million, namely due to the return on investment in Joint Ventures. Cost of home sales decreased to $10.9 million in 1995 from $17.5 million in 1994, mainly as a result of a decrease in the number of homes delivered. As a percentage of home sales, cost of homes sold decreased to 84.0% from 85.2%. Gross margins during the first quarter of 1995 have increased due to the ability of the Company to pass some cost increases on to customers. Selling, general and administrative expenses decreased slightly in the 1995 period as compared to the 1994 first quarter, but as a percentage of total revenues, these expenses increased to 23.1% from 16.9% in the same period of 1994. Net income in the 1995 first quarter amounted to a loss of $.4 million from a profit of $.2 million in the comparable period of 1994. The decrease is attributed to a reduction of total income of $14.9 million in the first quarter of 1995 from $22.3 million in the same period of 1994. -8- 10 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. PART II - OTHER INFORMATION ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K The March 31, 1995 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, 1995.
Exhibit Number Description - ------ ----------- 27 Financial Data Schedule (for SEC use only)
-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: May 9, 1995 /s/ R.D. Levy - -------------------------- --------------------------------- R.D. Levy, Chairman of the Board, Chief Executive Officer, Director Date: May 9, 1995 /s/ A. Nunez - -------------------------- --------------------------------- A. Nunez, Senior Vice President Treasurer, Chief Financial Officer, Chief Accounting Officer, Director -10- 12 EXHIBIT INDEX
Exhibit Number Description - ------ ----------- 27 Financial Data Schedule (for SEC use only)
-11- EX-27 2 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FINANCIAL STATEMENTS OF ORIOLE HOMES CORPORATION FOR THE QUARTER ENDED MARCH 31, 1995, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 3-MOS DEC-31-1995 JAN-01-1995 MAR-31-1995 3,282,732 0 1,137,278 0 134,838,910 0 35,315,603 (10,651,426) 181,298,176 0 83,880,668 462,553 0 0 78,622,069 181,298,176 13,117,915 14,857,415 11,021,995 11,744,861 3,438,372 0 217,031 (542,849) 204,458 (338,391) 0 0 0 (338,391) (.07) (.07) Company reports on a non-classified balance sheet.
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