WASHINGTON HOMES INC
10-Q, 1997-06-13
OPERATIVE BUILDERS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                       OF SECURITIES EXCHANGE ACT OF 1934

                 For the Quarterly Period Ended: April 30, 1997

                                       or

              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                       OF SECURITIES EXCHANGE ACT OF 1934

                         Commission file number: 1-7643

                             WASHINGTON HOMES, INC.
             (Exact name of registrant as specified in its charter)

                MARYLAND                                         52-0818872
    (State or other jurisdiction of                             (IRS Employer
     Incorporation or organization)                          Identification No.)

   1802 Brightseat Road, Landover, MD                            20785-4235
(Address of principal executive offices)                         (Zip Code)

                                 (301) 772-8900
               (Registrant's telephone number including area code)

         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
                                     ---      ---

Number of shares of each of the registrant's classes of common stock outstanding
at April 30, 1997:

             Class                                       Number of Shares
             -----                                       ----------------
         Common Stock (voting), $.01 par value              7,015,025
         Common Stock (non-voting), $.01 par value            927,738

<PAGE>

                             WASHINGTON HOMES, INC.
                                    FORM 10-Q

                                TABLE OF CONTENTS



                                                                            Page
                                                                            ----
PART I.  FINANCIAL INFORMATION

 ITEM 1. Financial Statements

  Condensed Consolidated Balance Sheets
  - April 30, 1997 and July 31, 1996 (Unaudited)                              3

  Condensed Consolidated Statements of Net Earnings
  - Three Months and Nine Months Ended April 30, 1997 and 1996 (Unaudited)    4

  Condensed Consolidated Statement of Shareholders' Equity
  - Nine Months Ended April 30, 1997 (Unaudited)                              5

  Condensed Consolidated Statements of Cash Flows
  - Nine Months Ended April 30, 1997 and 1996 (Unaudited)                     6

  Notes to Condensed Consolidated Financial Statements (Unaudited)            7

 ITEM 2. Management's Discussion and Analysis of Financial Condition and
         Results of Operations                                                9

PART II. OTHER INFORMATION

 ITEM 1. Legal Proceedings                                                   12

 ITEM 4. Submission of Matters to a Vote of Security Holders                 12

 ITEM 6. Exhibits and Reports on Form 8-K                                    12

SIGNATURES                                                                   13


                                        2

<PAGE>

PART 1.  ITEM 1.  Financial Statements

                     WASHINGTON HOMES, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)


ASSETS                                                    April 30,     July 31,
                                                            1997          1996
                                                            ----          ----
                                                              (in thousands)

Cash and cash equivalents                                 $  9,833      $ 15,384
Residential inventories                                    121,597       125,033
Excess of costs over net assets acquired, net                6,266        16,553
Investment in joint ventures                                 2,997         2,751
Other                                                       10,861        10,506
                                                          --------      --------
    Total Assets                                          $151,554      $170,227
                                                          ========      ========

LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities
  Notes and loans payable                                 $ 80,398      $ 74,282
  Trade accounts payable                                    14,343        17,572
  Income taxes                                                 945         5,641
  Other                                                      3,348         4,963
                                                          --------      --------
    Total Liabilities                                       99,034       102,458

Shareholders' Equity
  Common Stock
    15,000,000 shares voting common stock authorized,
     7,015,025 shares issued and outstanding;                   70            70
    1,100,000 shares non-voting common stock authorized,
     927,738 shares issued and outstanding;                      9             9
  Additional paid - in capital                              35,147        35,147
  Retained earnings                                         17,294        32,543
                                                          --------      --------
    Total Shareholders' Equity                              52,520        67,769
                                                          --------      --------
    Total Liabilities and Shareholders' Equity            $151,554      $170,227
                                                          ========      ========


See accompanying Notes.


                                        3

<PAGE>

                     WASHINGTON HOMES, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                     (in thousands except per share amounts)


<TABLE>
<CAPTION>
                                             Three Months Ended     Nine Months Ended
                                                  April 30,             April 30,
                                             ------------------     ------------------
                                              1997        1996       1997        1996
                                              ----        ----       ----        ----
<S>                                         <C>         <C>        <C>         <C>     
Revenues
  Homebuilding                              $ 41,431    $36,908    $131,787    $108,483
  Land sales                                     914      1,714       4,320       2,074
  Other income                                   456        782       2,036       1,556
                                            --------    -------    --------    --------
    Total revenues                            42,801     39,404     138,143     112,113

Expenses
  Cost of sales - homebuilding                34,465     29,629     108,445      86,674
  Cost of sales - land sales                     821      1,515       3,785       1,850
  Cost of sales - impairment loss              9,200          0       9,200           0
  Selling, general and administrative          7,498      5,773      20,186      16,527
  Write-down in carrying value of goodwill     9,981          0       9,981           0
  Interest                                       979        999       2,955       2,853
  Financing fees                                 197        200         575         599
  Amortization and depreciation expense          115        199         497         563
                                            --------    -------    --------    --------
    Total expenses                            63,256     38,315     155,624     109,066
                                            --------    -------    --------    --------

Earnings (loss) before income taxes and
  extraordinary item                         (20,455)     1,089     (17,481)      3,047

  Income tax expense (benefit)                (4,011)       475      (2,622)      1,338
                                            --------    -------    --------    --------

Net earnings (loss) before extraordinary
  item                                       (16,444)       614     (14,859)      1,709

  Extraordinary item                            (390)         0        (390)          0
                                            --------    -------    --------    --------

Net earnings (loss)                         $(16,834)   $   614    $(15,249)   $  1,709
                                            ========    =======    ========    ========

Earnings (loss) per common share, before
  extraordinary item                        $  (2.07)   $  0.08    $  (1.87)   $   0.22
                                            ========    =======    ========    ========

Earnings (loss) per common share,
  7,942,763 shares outstanding              $  (2.12)   $  0.08    $  (1.92)   $   0.22
                                            ========    =======    ========    ========
</TABLE>



See accompanying Notes.


                                        4

<PAGE>

                     WASHINGTON HOMES, INC. AND SUBSIDIARIES
            CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
                        Nine Months Ended April 30, 1997
                                   (Unaudited)
                                 (in thousands)




                            Common Stock     Additional                Total
                         ------------------    Paid-in   Retained  Shareholders'
                         Voting  Non voting    Capital   Earnings     Equity
                         ------  ----------    -------   --------     ------
Balance, August 1, 1996    $70       $9        $35,147   $ 32,543    $ 67,769

Net earnings (loss)         --       --             --    (15,249)    (15,249)

Balance, April 30, 1997    $70       $9        $35,147   $ 17,294    $ 52,520
                           ===       ==        =======   ========    ========



See accompanying Notes.


                                        5

<PAGE>

                     WASHINGTON HOMES, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                                     Nine Months Ended April 30,
                                                     ---------------------------
                                                          1997         1996
                                                          ----         ----
                                                            (in thousands)

Cash flows from operating activities:
  Net earnings (loss)                                   $(15,249)    $  1,709
  Adjustments to reconcile net earnings to
  net cash used in operating activities:
    Amortization and depreciation                            497          564
    Write-down of goodwill                                 9,981            0
    Impairment loss                                        9,200            0
  Changes in assets and liabilities:
    Residential inventories                               (5,764)      (7,445)
    Other assets                                            (515)      (1,951)
    Trade accounts payable                                (3,229)      (4,178)
    Income taxes                                          (4,694)        (946)
    Other liabilities                                     (1,616)      (1,057)
                                                        --------     --------
    Net cash used in operating activities                (11,389)     (13,304)

Cash flows from investing activities:
  Purchases of property and equipment, net of disposals      (31)        (266)
  Advances to joint ventures                                (247)        (399)
                                                        --------     --------
    Net cash used in investing activities                   (278)        (665)

Cash flows from financing activities:
  Proceeds from notes and loans payable                   80,803       80,773
  Repayments of notes and loans payable                  (74,687)     (72,972)
                                                        --------     --------
    Net cash provided by financing activities              6,116        7,801

Net decrease in cash and cash equivalents                 (5,551)      (6,168)

Cash and cash equivalents, beginning of period            15,384       15,111
                                                        --------     --------
Cash and cash equivalents, end of period                $  9,833     $  8,943
                                                        ========     ========



See accompanying Notes.


                                        6

<PAGE>

                     WASHINGTON HOMES, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


1.  Organization and Basis of Presentation

         The unaudited condensed  consolidated  financial statements include the
accounts of  Washington  Homes,  Inc.  and its  wholly-owned  subsidiaries  (the
"Company").

         The Company is principally  engaged in the business of the construction
and sale of  residential  housing.  All  significant  intercompany  balances and
transactions have been eliminated in consolidation.

         The accompanying  unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted  accounting  principles
for interim financial information and SEC regulations.  Accordingly, they do not
include  all of  the  information  and  notes  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. These condensed
consolidated  financial  statements  should  be read  in  conjunction  with  the
financial  statements  and notes thereto in the Company's  Annual Report for the
year ended July 31, 1996.  Operating results for the three and nine months ended
April  30,  1997  are not  necessarily  indicative  of the  results  that may be
expected for the year ending July 31, 1997.

2.   Shareholders' Equity

         Common  Stock.  The  Company  has  15,000,000  shares of  Common  Stock
(voting)  authorized of which  7,015,025  shares were  outstanding  at April 30,
1997.  Such shares entitle the holder to one vote for each share of Common Stock
held.

         Non-voting Common Stock. The Company has 1,100,000 shares of non-voting
common stock  authorized  of which 927,738 were  outstanding  at April 30, 1997.
Except for voting rights,  the non-voting common stock is substantially the same
as the  Company's  voting  common  stock.  The  non-voting  common  stock can be
converted  into  voting  common  stock on a  share-for-share  basis.  During the
quarter, 15,025 shares of non-voting common stock was converted to voting common
stock.

3.   Earnings Per Share

         Earnings per common share are based on the weighted  average  number of
shares of common  stock and common  stock  equivalents  outstanding  during each
period.

4.   Notes and Loans Payable

         Notes and loans payable consist of the following:

                                            April 30,               July 31,
                                              1997                    1996
                                              ----                    ----
                                                 (dollars in thousands)

     Senior Notes                             $43,000               $43,000
     Revolving Credit Facilities               33,842                23,759
     Land Acquisition and Other                 3,556                 7,523
                                              -------               -------
                                              $80,398               $74,282
                                              =======               =======


                                        7

<PAGE>

         Senior Notes. In April 1994, the Company issued  $43,000,000  principal
amount of Senior Notes. Two series of Senior Notes were issued: $30,000,000 with
a fixed rate of 8.61% per annum, with interest payable  semi-annually  beginning
in October 1994 and  $13,000,000  with a floating rate of LIBOR plus 2.4% (8.22%
at April 30,  1997),  with  interest  payable July 1994 and either  quarterly or
semi-annually thereafter at the option of the Company.  Principal repayments are
due in three equal annual installments commencing in October 1998 and continuing
to October 2000.

         Revolving Credit  Facilities.  Revolving Credit Facilities at April 30,
1997,  consist of three secured  seasonal  revolving loan  commitments  totaling
$51,200,000 to fund acquisition of finished building lots, home construction and
model homes. In addition,  the Revolving  Credit  Facilities  provide  aggregate
letters of credit in the amount of $8,000,000  principally for finished building
lot contract  deposits and bonding to municipalities  for land development.  The
facilities  have maturity dates (which may be extended) of June 1997,  July 1997
and October 1997.  Borrowings under the facilities bear interest at prime (8.50%
at April 30,  1997),  prime plus 1% or LIBOR (30 day LIBOR at April 30, 1997 was
5.69)  plus  either  1.97% or 2.50% and are  collateralized  by  inventory.  The
Company is  currently  working with the lenders to extend the  Revolving  Credit
Facilities and does not anticipate any problem.

         Land Acquisition Loans. The Company has loans with various land sellers
and  lenders  for the  acquisition  of land which bear  interest  at fixed rates
ranging  from 8.0% to 10% or  variable  rates of prime to prime  plus 1% and are
collateralized by the related land under development.


5.  Income Taxes

         The Internal  Revenue Service has examined the Company's tax return for
the  years  ended  July 31,  1992,  1993 and  1994.  The IRS has  raised  issues
primarily related to matters having to do with the Company's recapitalization in
1992 and 1993  including  a $20.0  million  gain on debt  forgiveness  which the
Company  treated as  non-taxable  under the  provisions  of  Section  108 of the
Internal  Revenue Code and the timing of taxable income related to  discontinued
subsidiaries  which were distributed out of the  consolidated  group in December
1992.

         In March 1997,  the Company  reached a settlement  with the IRS for all
items in question.  As a result, the Company recognized an extraordinary loss of
$390,000  or $0.05 per share  which  relates to the  extraordinary  gain on debt
forgiveness  associated  with the exchange of  subordinated  debt during the tax
year 1992.


6.  Write-down of Assets


         In the quarter  ended April 30,  1997,  the Company  wrote down to fair
value the carrying value of goodwill by $10.0 million and certain land inventory
by $9.2  million  which  resulted  in an  aggregate  after  tax  charge of $15.8
million,  or $1.99 per share.  The goodwill  resulted  from the  acquisition  of
Washington  Homes  in  1988.  The  properties  affected  by the  write-down  are
principally  development land, certain communities being closed out, and certain
condominium properties in the Maryland suburban areas of Washington, D.C.

         The Company reviewed its long-lived  assets,  including  goodwill,  for
possible  impairment.  The circumstances  which indicated  impairment included a
decline in margins in the Washington market,  increased governmental regulations
and fees, along with the continued competitiveness of the Washington market.

         A significant portion of the land inventory write-down was attributable
to two long term development projects, which the Company has owned for more than
twenty years. The remainder of the write-down related to six close-out and three
condominium  communities.  The  Company  has made a  decision  to phase  out its
condominium   operations   which  have  had  results  well  below   management's
expectations.


                                        8

<PAGE>

ITEM 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

Annual Operating Cycle

         The homebuilding  industry in general and the operations of the Company
are seasonal in nature.  The number of new orders signed is generally  higher in
the period  from  February  through  May  compared  to the  balance of the year.
Deliveries peak in the fiscal quarter ending July 31 as a substantial portion of
homes for which  contracts are written during the fiscal quarter ending April 30
are delivered.  Delivery  volume is relatively  constant during the remainder of
the year. Backlog is the number of homes under contract but not delivered at the
end of the period.  Revenue is recognized  upon the delivery of finished  homes.
The following table,  which sets forth the quarterly  operating  results for the
Company during the last five fiscal quarters illustrates this cycle:

<TABLE>
<CAPTION>
                                                 Three Months Ended
                           --------------------------------------------------------------
                           April 30,     July 31,    October 31,   January 31,  April 30,
                             1996          1996         1996          1997         1997
                             ----          ----         ----          ----         ----
                                                              (dollars in thousands)
<S>                         <C>          <C>         <C>            <C>         <C>     
Selected Operating Data
- -----------------------
Revenues-homebuilding       $ 36,908     $59,337     $ 44,020       $ 46,336    $ 41,431
Number of homes delivered        245         377          281            298         258
Number of net new orders         410         248          327            312         438
Number of homes in backlog       730         601          647            661         841
Sales value of backlog      $119,188     $97,625     $107,881       $109,436    $135,042
</TABLE>

Geographic Breakdown of Operations

         Set  forth  below  is  information  for  the  Company's  operations  by
geographic markets:

                           Three Months Ended           Nine Months Ended
                                April 30,                   April 30,
                           ------------------           ------------------
Net New Orders             1997          1996           1997          1996
- --------------             ----          ----           ----          ----

Washington/Baltimore        219           255            589           521
North Carolina              180           142            389           332
Nashville                    23             4             58             4
Pittsburgh                   16             9             41            22
                            ---           ---          -----           ---
                            438           410          1,077           879
                            ===           ===          =====           ===



                                        9

<PAGE>

                           Three Months Ended           Nine Months Ended
                                April 30,                   April 30,
                           ------------------           ------------------
Homes Delivered            1997          1996           1997          1996
- ---------------            ----          ----           ----          ----

Washington/Baltimore        152           153            490           447
North Carolina               79            79            273           248
Nashville                    16             0             43             0
Pittsburgh                   11            13             31            15
                            ---           ---            ---           ---
                            258           245            837           710
                            ===           ===            ===           ===



                                April 30,
                           ------------------
Backlog of Sold Homes      1997          1996
- ---------------------      ----          ----

Washington/Baltimore        510           498
North Carolina              267           208
Nashville                    32             4
Pittsburgh                   32            20
                            ---           ---
                            841           730
                            ===           ===


Results of Operations

Three Months Ended April 30, 1997 Compared to Three Months Ended April 30, 1996

         Total revenues from homes delivered increased by 12.2% to $41.4 million
during the three months ended April 30, 1997,  compared to $36.9 million  during
the same  three  month  period  ended  April  30,  1996 as the  number  of homes
delivered  increased  to 258 homes in the third  quarter of fiscal 1997 from 245
homes in the third  quarter of fiscal  1996.  The  average  sales price of homes
delivered  also  increased to $160,600 for the third quarter of fiscal 1997 from
$150,600 for the third  quarter of fiscal 1996.  Changes in the average  selling
price of homes delivered may vary from period to period based on product mix and
pricing of specific communities.

         Revenues  and gross  profit from land sales were  $914,000  million and
$93,000  respectively,  for the three months  ended April 30, 1997,  compared to
$1.7 million and  $199,000,  respectively  during the same three month period in
fiscal 1996.

         Other  income  decreased  $326,000 to $456,000  during the three months
ended April 30,  1997,  from  $782,000 in the same three month  period in fiscal
1996,  principally due to water and sewer income received last year but not this
year and completion cost income on development  property that was sold, received
last year but not this year.

         Gross profit as a percentage of revenues from homes delivered decreased
to 16.8% during the three  months ended April 30, 1997  compared to 19.7% during
the same three month period in fiscal 1996. The decrease in gross profit margins
is primarily due to implementation during the fourth quarter of fiscal 1996 of a
more aggressive  competitive  pricing  strategy  intended to increase  inventory
turnover in the  Washington,  D.C.  market and incentive  pricing in opening new
communities principally in North Carolina and other markets.


                                       10

<PAGE>

         Selling,  general and administrative expenses increased $1.7 million to
$7.5 million  during the three month  period  ended April 30, 1997,  compared to
$5.8  million in the same three month period in fiscal  1996,  primarily  due to
costs associated with increased activities in the expansion cities of Nashville,
Charlotte  and  Pittsburgh.  In addition,  selling,  general and  administrative
expenses  increased as a  percentage  of  homebuilding  revenues to 18.1% in the
three  months  ended  April 30,  1997  compared  to 15.6% for the same period in
fiscal 1996.

         As a result of the  increase in S,G&A and lower gross  margins on homes
delivered operating income (earnings before extraordinary item, impairment loss,
write-down of goodwill, interest, financing fees and taxes) decreased to $98,000
in the three months  ended April 30, 1997  compared to $2.3 million for the same
period in fiscal 1996 and decreased as a percentage of homebuilding  revenues to
0.2% from 6.2% for the same period in fiscal 1996.

         Interest and financing  fees were flat at $1.2 million during the three
months  ended April 30, 1997  compared to the same three month  period in fiscal
1996.

         Excluding the  write-down of goodwill and land  inventory  discussed in
Note 6 and the effect of the tax  settlement  discussed  in Note 5, the net loss
for the three months ended April 30, 1997 would have been  $667,000 or $0.08 per
share.

Nine Months Ended April 30, 1997 Compared to Nine Months Ended April 30, 1996

         Total revenues from homes delivered  increased $23.3 million (21.5%) to
$131.8  million  during the nine months ended April 30, 1997  compared to $108.5
million  during the same nine month period  ended April 30, 1996.  The number of
homes delivered  increased 17.9% to 837 homes in the first nine months of fiscal
1997 from 710 homes in the first nine months of fiscal 1996.  The average  sales
price of homes delivered also increased to $157,500 in fiscal 1997 from $152,800
in the  fiscal  1996  period.  Changes  in the  average  selling  price of homes
delivered  may vary from  period to period  based on product  mix and pricing of
specific communities.

         Revenues  and gross  profit  from land  sales  were  $4.3  million  and
$535,000 for the nine months  ended April 30, 1997  compared to $2.1 million and
$224,000 respectively during the same nine month period in fiscal 1996.

         Gross profit as a percentage of revenues from homes delivered decreased
to 17.7%  during the nine months  ended April 30, 1997  compared to 20.1% during
the same nine month period in fiscal 1996.  The decrease is primarily due to the
implementation  during the fourth  quarter of fiscal  1996 of a more  aggressive
competitive  pricing  strategy  intended to increase  inventory  turnover in the
Washington, DC market and incentive pricing in North Carolina and other markets.

         Selling,  general and administrative expenses increased $3.7 million to
$20.2  million  during the nine month period ended April 30, 1997 as compared to
$16.5  million  for the same nine  month  period in fiscal  1996  related to the
increased  costs  associated  with expansion and various costs  associated  with
increased revenues. In addition,  selling,  general and administrative  expenses
increased slightly as a percentage of homebuilding revenues to 15.3% in the nine
months  ended  April 30,  1997  compared  to 15.2% for the same period in fiscal
1996.

         As a result of the increase on S,G,&A and lower gross  margins on homes
delivered,  operating income (earnings before  extraordinary  items,  impairment
loss, write-down of goodwill,  interest,  financing fees and taxes) decreased to
$5.2 million in the nine months ended April 30, 1997 as compared to $6.5 million
for the same period in fiscal 1996 and decreased as a percentage of homebuilding
revenues to 4.0% from 6.0% for the same period in fiscal 1996.

         Interest and financing  fees were flat at $3.5 million  during the nine
months  ended  April 30, 1997  compared to the same nine month  period in fiscal
1996.


                                       11

<PAGE>

         Excluding the write-down of goodwill discussed in Note 6 and the effect
of the tax settlement  discussed in Note 5, the net earnings for the nine months
ended April 30, 1997 would have been $918,000 or $0.12 per share.

Capital Resources and Liquidity

         Funding for the  Company's  residential  building and land  development
activities is provided  principally by cash flows from operations and borrowings
from banks and other financial institutions.  The Company's capital needs depend
upon its sales volume, asset turnover, land purchases and inventory levels.

         At April 30, 1997,  the Company had cash and cash  equivalents  of $9.8
million of which $450,000 was restricted to collateralize  customer deposits and
other escrows. The remaining $9.3 million was available to the Company.

         The Company had $97.9  million in borrowing  availability  from various
lending  institutions and land sellers of which $80.4 million was outstanding at
April 30, 1997.

         The  Company  believes  that it will  be  able to fund  its  activities
through fiscal 1997 through a combination of operating cash flow,  existing cash
balances and borrowings from banks and other lending  institutions.  The Company
is currently  in the process of revising  and  extending  its  revolving  credit
facilities.  Except for ordinary  expenditures for the construction of homes and
acquisition  and  development  of land,  the Company  does not have any material
commitments for capital expenditures at the present time.

PART II. OTHER INFORMATION

ITEM 1.  Legal Proceedings

         The Internal Revenue Service has examined the Company's tax returns for
the  years  ended  July 31,  1992,  1993 and  1994.  The IRS has  raised  issues
primarily related to matter having to do with the Company's  recapitalization in
1992 and 1993  including  a $20.0  million  gain on debt  forgiveness  which the
Company  treated as  non-taxable  under the  provisions  of  Section  108 of the
Internal  Revenue Code and the timing of taxable income related to  discontinued
subsidiaries  which were distributed out of the  consolidated  group in December
1992.

         In March 1997, the Company  reached a settlement with IRS for all items
in  questions.  As a result,  the Company  recognized an  extraordinary  loss of
$390,000  or $0.05 per share  which  relates to the  extraordinary  gain on debt
forgiveness  associated  with the exchange of  subordinated  debt during the tax
year 1992.

ITEM 6.  Exhibits and Reports on Form 8-K

     (a) Exhibits

         27.  Financial Data Schedule

     (b) Reports on Form 8-K

         The  registrant did not file any reports on Form 8-K during the quarter
ended April 30, 1997.


                                       12

<PAGE>


                                   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.


                                       WASHINGTON HOMES, INC.
                                       (Registrant)



Date: June 11, 1997                    By: /s/ GEATON A. DECESARIS, JR.
                                       --------------------------------
                                           Geaton A. DeCesaris, Jr.
                                           President and Chief Executive Officer



Date: June 11, 1997                    By: /s/ CLAYTON W. MILLER
                                       --------------------------------
                                           Clayton W. Miller
                                           Principal Accounting Officer


                                       
                                       13


<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  FINANCIAL   INFORMATION  EXTRACTED  FROM  THE
REGISTRANT'S  CONDENSED  CONSOLIDATED  BALANCE SHEET AND CONDENSED  CONSOLIDATED
STATEMENT OF NET  EARNINGS AT  AND FOR  THE PERIOD  ENDED  APRIL 30, 1997 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER>                                      1000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          Jul-31-1997
<PERIOD-END>                               Apr-30-1997
<CASH>                                           9,833
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                    121,597
<CURRENT-ASSETS>                                     0
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                 151,554
<CURRENT-LIABILITIES>                                0
<BONDS>                                              0
                                0
                                          0
<COMMON>                                            79
<OTHER-SE>                                      52,441
<TOTAL-LIABILITY-AND-EQUITY>                   151,554
<SALES>                                         42,345
<TOTAL-REVENUES>                                42,801
<CGS>                                           35,286
<TOTAL-COSTS>                                   42,899
<OTHER-EXPENSES>                                19,181
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               1,176
<INCOME-PRETAX>                                (20,455)
<INCOME-TAX>                                    (4,011)
<INCOME-CONTINUING>                            (16,444)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                   (390)
<CHANGES>                                            0
<NET-INCOME>                                   (16,834)
<EPS-PRIMARY>                                    (2.12)
<EPS-DILUTED>                                    (2.12)
        


</TABLE>


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