<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarter ended September 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE TRANSITION PERIOD FROM __________ TO _________.
Commission File No. l-6830
ORLEANS HOMEBUILDERS, INC.
(Exact name of registrant as specified in its charter)
Delaware 59-0874323
(State or other jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
One Greenwood Square, Suite #101
3333 Street Road
Bensalem, Pennsylvania 19020
(Address of principal executive offices)
Telephone: (215) 245-7500
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (l) 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 common stock outstanding as of November 10, 2000: 11,357,893
(excluding 1,340,238 shares held in Treasury).
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Orleans Homebuilders, Inc. and Subsidiaries
<TABLE>
<CAPTION>
PAGE
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PART I - FINANCIAL INFORMATION
<S> <C> <C>
Item 1. Financial Statements (unaudited)
------
Consolidated Balance Sheets at September 30, 2000
and June 30, 2000 1
Consolidated Statements of Operations and Changes
in Retained Earnings for the three months ended
September 30, 2000 and 1999 2
Consolidated Statements of Cash Flows for the
three months ended September 30, 2000 and 1999 3
Notes to Consolidated Financial Statements 4
Item 2. Management's Discussion and Analysis of Financial Condition
------ and Results of Operations. 6
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 11
------
</TABLE>
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Orleans Homebuilders, Inc. and Subsidiaries
Consolidated Balance Sheets
(in thousands)
<TABLE>
<CAPTION>
(Unaudited)
September 30, June 30,
2000 2000
------------- ----------
<S> <C> <C>
Assets
Cash $ 7,954 $ 2,719
Restricted cash - customer deposits 7,712 8,737
Real estate held for development and sale:
Residential properties completed or under construction 62,006 65,669
Land held for development or sale and improvements 55,372 61,991
Property and equipment, at cost, less accumulated depreciation 432 439
Receivables, deferred charges and other assets 12,511 10,773
--------- ---------
Total Assets $ 145,987 $ 150,328
========= =========
Liabilities and Shareholders' Equity
Liabilities:
Accounts payable $ 15,832 $ 18,895
Accrued expenses 11,532 10,359
Customer deposits 7,712 8,737
Mortgage and other note obligations primarily secured by real
estate held for development and sale 65,759 69,344
Notes payable - related parties 4,760 4,810
Other notes payable 2,686 2,753
Deferred income taxes 2,159 2,159
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Total Liabilities 110,440 117,057
--------- ---------
Commitments and contingencies
Shareholders' Equity:
Preferred stock, $1 par, 500,000 shares authorized:
Series D convertible preferred stock, 7% cumulative annual
dividend, $30 stated value, issued and outstanding 100,000
shares ($3,000,000 liquidation preference) 3,000 3,000
Common stock, $.10 par, 20,000,000 shares authorized,
12,698,131 shares issued 1,270 1,270
Capital in excess of par value - common stock 17,726 17,726
Retained earnings 14,526 12,250
Treasury stock, at cost (1,340,238 shares held at
September 30, 2000 and June 30, 2000) (975) (975)
--------- ---------
Total Shareholders' Equity 35,547 33,271
--------- ---------
Total Liabilities and Shareholders' Equity $ 145,987 $ 150,328
========= =========
</TABLE>
See notes to consolidated financial statements
- 1 -
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Orleans Homebuilders, Inc. and Subsidiaries
Consolidated Statements of Operations
and Changes in Retained Earnings
(Unaudited)
(in thousands, except per share amounts)
Three Months Ended
September 30,
2000 1999
-------- --------
Earned revenues
Residential properties $ 52,982 $ 41,070
Land sales - 405
Other income 641 504
-------- --------
53,623 41,979
-------- --------
Costs and expenses
Residential properties 44,646 34,838
Land sales - 350
Other 255 211
Selling, general and administrative 4,873 4,043
Interest
Incurred 1,860 1,785
Less capitalized (1,769) (1,692)
-------- --------
49,865 39,535
-------- --------
Income from operations before income taxes 3,758 2,444
Income tax expense 1,429 933
-------- --------
Net income 2,329 1,511
Preferred dividends 53 53
-------- --------
Net income available for common shareholders 2,276 1,458
Retained earnings, at beginning of period 12,250 4,921
-------- --------
Retained earnings, at end of period $ 14,526 $ 6,379
======== ========
Basic earnings per share $ 0.20 $ 0.13
======== ========
Diluted earnings per share $ 0.15 $ 0.10
======== ========
See notes to consolidated financial statements
- 2 -
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Orleans Homebuilders, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
Three Months Ended
September 30,
2000 1999
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<S> <C> <C>
Cash flows from operating activities:
Net income $ 2,329 $ 1,511
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 33 53
Changes in operating assets and liabilities:
Restricted cash - customer deposits 1,025 (129)
Real estate held for development and sale 10,282 (11,757)
Receivables, deferred charges and other assets (1,738) 445
Accounts payable and other liabilities (1,890) 900
Customer deposits (1,025) 129
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Net cash provided by (used in) operating activities 9,016 (8,848)
------- -------
Cash flows from investing activities:
Purchases of property and equipment (26) (41)
------- -------
Net cash used in investing activities (26) (41)
------- -------
Cash flows from financing activities:
Borrowings from loans secured by real estate assets 32,167 21,720
Repayment of loans secured by real estate assets (35,752) (14,297)
Borrowings from other note obligations 52 314
Repayment of other note obligations (169) (864)
Preferred stock dividend (53) (53)
------- -------
Net cash provided by (used in) financing activities (3,755) 6,820
------- -------
Net increase (decrease) in cash 5,235 (2,069)
Cash at beginning of year 2,719 6,738
------- -------
Cash at end of year $ 7,954 $ 4,669
======= =======
Supplemental disclosure of cash flow activities:
Interest paid, net of amounts capitalized $ 91 $ 67
======= =======
Income taxes paid $ 671 $ 999
======= =======
</TABLE>
See notes to consolidated financial statements
- 3 -
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ORLEANS HOMEBUILDERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(A) The accompanying unaudited consolidated financial statements are presented
in accordance with the requirements for Form 10-Q and do not include all the
disclosures required by generally accepted accounting principles for
complete financial statements. Reference is made to the Form 10-K as of and
for the year ended June 30, 2000 for Orleans Homebuilders, Inc. and
subsidiaries (the "Company") for additional disclosures, including a summary
of the Company's accounting policies.
In the opinion of management, the consolidated financial statements contain
all adjustments, consisting of normal recurring accruals, necessary to
present fairly the consolidated financial position of the Company for the
periods presented. The interim operating results of the Company may not be
indicative of operating results for the full year.
(B) Basic earnings per common share are computed by dividing net income by the
weighted average number of common shares outstanding. Diluted earnings per
share include additional common shares that would have been outstanding if
the dilutive potential common shares had been issued. The weighted average
number of shares used to compute basic earnings per common share and diluted
earnings per common share, and a reconciliation of the numerator and
denominator used in the computation for the three months ended September 30,
2000 and 1999, respectively, are shown in the following table.
<TABLE>
<CAPTION>
Three Months Ended
September 30,
2000 1999
--------- ----------
<S> <C> <C>
Total common shares issued 12,698,131 12,698,131
Less: Average treasury shares outstanding (1,340,238) (1,340,238)
----------- -----------
Basic EPS shares 11,357,893 11,357,893
Effect of assumed shares issued under treasury
stock method for stock options 396,395 373,384
Effect of assumed conversion of $3 million
Convertible Subordinated 7% Note 2,000,000 2,000,000
Effect of assumed conversion of $3 million
Series D Preferred Stock 2,000,000 2,000,000
----------- -----------
Diluted EPS shares 15,754,288 15,731,277
=========== ===========
Net income available for common shareholders $2,276,000 $1,458,000
Effect of assumed conversion of $3 million
Convertible Subordinated 7% Note 32,550 32,550
Effect of assumed conversion of $3 million
Series D Preferred Stock 52,500 52,500
----------- -----------
Adjusted net income for diluted EPS $2,361,050 $1,543,050
=========== ===========
</TABLE>
4
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(C) Residential properties completed or under construction consists of the
following:
(In thousands)
September 30, 2000 June 30, 2000
------------------ -------------
Under contract for sale $ 50,355 $ 55,820
Unsold 11,651 9,849
-------- --------
$ 62,006 $ 65,669
======== ========
(D) From time to time, the Company is named as a defendant in legal actions
arising from its normal business activities. Although the amount of any
liability that could arise with respect to currently pending actions cannot
be accurately predicted, in the opinion of the Company any such liability
will not have a material adverse effect on the financial position or
operating results of the Company.
(E) On October 13, 2000, pursuant to a Stock Purchase Agreement dated October
12, 2000, the Company completed its acquisition of all of the issued and
outstanding shares of Parker & Lancaster Corporation ("PLC"), a
privately-held Virginia corporation, from the six individual shareholders of
PLC. The consideration paid by the Company consisted of: (i) approximately
$5 million in cash at closing; (ii) subordinated promissory notes of the
Company in the aggregate principal amount of $1 million, payable over four
years; (iii) 150,000 shares of common stock of the Company, par value $.10
per share, issuable in equal installments on each of the first four
anniversaries of the closing of the acquisition; and (iv) payments to be
made at the end of the next three fiscal years of the Company, not to exceed
$1.25 million in the aggregate, calculated based on the pre-tax profits of
PLC for such years. The Company determined the amount of the purchase price
based on the book value of PLC at June 30, 2000. The acquisition will be
accounted for as a purchase. The Company also agreed to deliver the
following to the former PLC shareholders, in each case conditioned upon
continued employment with PLC or another subsidiary of the Company: (i) up
to an aggregate of 150,000 shares of common stock of the Company, par value
$.10 per share, in installments on each of the first four anniversaries of
the closing of the acquisition, and (ii) payments at the end of the next
three fiscal years of the Company, not to exceed $1.25 million in the
aggregate, calculated based on the pre-tax profits of PLC for such years.
The former shareholders of PLC have the right to cause the Company to
repurchase the common stock issued in this transaction approximately five
years after the closing at a price of $3.33 per share.
The acquisition included all of the assets and liabilities of PLC. The
acquired assets were used by PLC in the homebuilding business in Virginia,
North Carolina and South Carolina. The Company intends to continue to use
the acquired assets in the homebuilding business.
5
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ORLEANS HOMEBUILDERS, INC. AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Liquidity and Capital Resources
The Company requires capital to purchase and develop land, to construct
units, to fund related carrying costs and overhead and to fund various
advertising and marketing programs to facilitate sales. These expenditures
include site preparation, roads, water and sewer lines, impact fees and
earthwork, as well as the construction costs of the homes and amenities. The
Company's sources of capital include funds derived from operations, sales of
assets and various borrowings, most of which are secured. At September 30, 2000,
the Company had approximately $49,369,000 available to be drawn under existing
revolving and construction loans for planned development expenditures, including
a $2,000,000 unsecured line of credit. In addition, the Company had $4,750,000
available to be drawn under existing unsecured line of credit and working
capital arrangements with Jeffrey P. Orleans, Chairman and Chief Executive
Officer of the Company.
On October 13, 2000, the Company completed its acquisition of all of
the issued and outstanding shares of PLC, a privately-held Virginia corporation.
The Company paid consideration of (i) approximately $5,000,000 in cash, (ii)
$1,000,000 of subordinated promissory notes payable over four years, (iii)
150,000 shares of common stock of the Company to be issued in equal installments
on each of the first four anniversaries of the closing of the acquisition, and
(iv) payments to be made at the end of the next three fiscal years of the
Company, not to exceed $1.25 million in the aggregate, calculated based on the
pre-tax profits of PLC for such years. The Company also agreed to deliver the
following to the former PLC shareholders, in each case conditioned upon
continued employment with PLC or another subsidiary of the Company: (i) up to an
aggregate of 150,000 shares of common stock of the Company, par value $.10 per
share, in installments on each of the first four anniversaries of the closing of
the acquisition, and (ii) payments at the end of the next three fiscal years of
the Company, not to exceed $1.25 million in the aggregate, calculated based on
the pre-tax profits of PLC for such years. The former shareholders of PLC have
the right to cause the Company to repurchase the common stock issued in this
transaction approximately five years after the closing at a price of $3.33 per
share. To fund the acquisition, the Company borrowed $4,000,000 from Mr. Orleans
under its existing unsecured line of credit agreement and used funds from
operations of approximately $1,000,000. As of November 6, 2000, the Company
repaid Mr. Orleans in full from available cash and funds generated from
operations.
The Company believes that funds generated from operations and financing
commitments from available lenders will provide the Company with sufficient
capital to meet its existing operating needs.
6
<PAGE>
Results of Operations
The following table sets forth certain details as to residential sales
activity for the three months ended September 30, 2000 and 1999, in the case
of revenues earned and new orders, and at the end of the periods indicated, in
the case of backlog.
Three Months Ended
------------------
September 30, 2000 September 30, 1999
------------------ ------------------
(Dollars in thousands)
Revenues Earned $ 52,982 $ 41,070
Units 195 185
Average Price Per Unit $ 272 $ 222
New Orders $ 41,495 $ 41,834
Units 156 171
Average Price Per Unit $ 266 $ 245
Backlog $116,412 $101,829
Units 370 411
Average Price Per Unit $ 315 $ 248
Dollar volume of new orders for the three months ended September 30,
2000 decreased slightly from record levels during the three months ended
September 30, 1999. The dollar volume of new orders for the three months ended
September 30, 2000 decreased by less than 1% to $41,495,000 on 156 orders,
compared to $41,834,000 on 171 orders for the three months ended September 30,
1999. Although down from record levels in the prior fiscal period, the Company
continued to maintain a strong level of new orders due to favorable economic
conditions, strong consumer sentiment and quality product offerings. While new
orders decreased, unit pricing remained strong. The average price per unit of
new orders increased to $266,000 per unit for the three months ended September
30, 2000 compared to $245,000 per unit for the three months ended September 30,
1999. The increase in average price per unit of new orders is due to a change in
product mix toward higher priced and larger single family homes sold in the
first quarter of fiscal 2001, compared to the first quarter of fiscal 2000.
Single family homes sold in the first quarter of fiscal 2001 accounted for
approximately 47% of total unit sales compared with approximately 43% during the
first quarter of fiscal 2000. In addition, strong demand has allowed for unit
sales price increases for the majority of communities open during the first
quarter of fiscal 2001, when compared with the same communities and units
offered for sale in the first quarter of fiscal 2000.
The dollar backlog at September 30, 2000 increased approximately 14% to
$116,412,000 on 370 homes compared to the backlog at September 30, 1999 of
$101,829,000 on 411 homes.
7
<PAGE>
The increased backlog can be attributed to consumer demand for larger single
family homes as a result of favorable economic conditions, strong consumer
sentiment and the Company's quality product offerings.
Inflation
Inflation can have a significant impact on the Company's liquidity.
Rising costs of land, materials, labor, interest and administrative costs have
generally been recoverable in prior years through increased selling prices.
However, there is no assurance the Company will be able to continue to increase
prices to cover the effects of inflation in the future.
Three Months Ended September 30, 2000 and 1999
Operating Revenues
Earned revenues for the first quarter of fiscal 2001 increased
$11,644,000 to $53,623,000, or 27.7%, compared to the first quarter of fiscal
2000. Revenues from the sale of residential homes included 195 homes totaling
$52,982,000 during the first quarter of fiscal 2001, as compared to 185 homes
totaling $41,070,000 during the first quarter of fiscal 2000. The increase in
revenues for the first quarter of fiscal 2001, as compared to the first quarter
of fiscal 2000, is primarily attributable to a change in product mix toward
higher priced and larger single family homes delivered during the first quarter
of fiscal 2001 as compared to the first quarter of fiscal 2000. Single family
homes delivered in the first quarter of fiscal 2001 accounted for approximately
74% of residential property revenues and 57% of total unit sales compared with
approximately 60% of residential property revenues and 47% of total unit sales
during the first quarter of fiscal 2000.
In addition, the average selling price per unit for single family homes
increased to $355,000 during the first quarter of fiscal 2001, as compared to
$285,000 during the first quarter of fiscal 2000. The increase in average
selling price is primarily due to an increase over the prior comparable period
in the percentage of single family homes delivered when compared to total homes
delivered for the period. Also, the increase in average selling price is due to
an increase in the base price per unit and option revenue per unit for the
majority of units delivered during the first quarter of fiscal 2001 compared
with the same units delivered during the first quarter of fiscal 2000.
Costs and Expenses
Costs and expenses for the first quarter of fiscal 2001 increased
$10,330,000 to $49,865,000, or 26.1%, compared with the first quarter of fiscal
2000. The first quarter of fiscal 2001 cost of residential properties increased
$9,808,000 to $44,646,000, or 28.2% when compared with the first quarter of
fiscal 2000. This increase in residential property costs is less than the
percentage increase in residential property revenues when compared with the
prior fiscal quarter. Overall profit margins on residential properties improved,
as the gross profit of residential properties as a percentage of residential
property revenues was 15.7% for the first quarter of fiscal
8
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2001, compared with 15.2% for the first quarter of fiscal 2000. The increase in
gross profit of residential property revenues is primarily due to positive
home pricing as a result of favorable economic conditions, strong consumer
sentiment and product demand for the Company's homes.
The first quarter of fiscal 2001 selling, general and administrative
expenses increased $830,000 to $4,873,000, or 20.5%, when compared with the
first quarter of fiscal 2000. The first quarter of fiscal 2001 increase in
selling, general and administrative expenses is attributable to an increase in
sales incentives, sales office expense and advertising costs, as a result of the
increase in residential property sales. The selling, general and administrative
expenses as a percentage of residential property revenues decreased to 9.2%
during the first quarter of fiscal 2001, compared to 9.8% in the comparable
prior fiscal quarter. The decrease in selling, general and administrative
expenses as a percentage of residential property revenue can be attributed to an
increase in revenues, while the fixed portion of costs related to advertising,
sales office expenses and administrative office expense, remained relatively
consistent with the prior comparable period.
Net Income Available for Common Shareholders
Net income available for common shareholders for the first quarter of
fiscal 2001 was $2,276,000 ($.20 basic and $.15 diluted earnings per share),
compared with $1,458,000 ($.13 basic and $.10 diluted earnings per share) for
the first quarter of fiscal 2000. This increase in net income available for
common shareholders is primarily attributable to an increase in residential
property revenues as a result of a change in product mix toward higher priced
and larger single family homes, combined with positive home pricing and a
decrease in selling, general and administrative costs as a percentage of
residential property revenues.
9
<PAGE>
Cautionary Statement for Purposes of the "Safe Harbor" Provisions of the Private
Securities Litigation Reform Act of 1995.
In addition to historical information, this report contains statements
relating to future events or our future results. These statements are
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Act of 1934, as amended (the
"Exchange Act"), and are subject to the Safe Harbor provisions created by
statute. Generally words such as "may", "will", "should", "could", "anticipate",
"expect", "intend", "estimate", "plan", "continue", and "believe" or the
negative of or other variation on these and other similar expressions identify
forward-looking statements. These forward-looking statements are made only as of
the date of this report. We do not undertake to update or revise the forward-
looking statements, whether as a result of new information, future events or
otherwise.
Forward-looking statements are based on current expectations and
involve risks and uncertainties and our future results could differ
significantly from those expressed or implied by our forward-looking statements.
Many factors, including those listed below, could cause Orleans
Homebuilders' actual consolidated results to differ materially from those
expressed in any forward-looking statements made by, or on behalf of, Orleans
Homebuilders, Inc.:
o changes in consumer confidence due to perceived uncertainty of future
employment opportunities and other factors;
o competition from national and local homebuilders in the Company's
market areas;
o building material price fluctuations;
o changes in mortgage interest rates charged to buyers of the Company's
units;
o changes in the availability and cost of financing for the Company's
operations, including land acquisition;
o revisions in federal, state and local tax laws which provide incentives
for home ownership;
o inability to successfully integrate acquired businesses;
o delays in obtaining land development permits as a result of (i)
federal, state and local environmental and other land development
regulations, (ii) actions taken or failed to be taken by governmental
agencies having authority to issue such permits, and (iii) opposition
from third parties; and
o increased cost of suitable development land.
10
<PAGE>
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibit 27 - Financial Data Schedule (included in electronic
filing format only).
(b) Reports on Form 8-K.
None.
11
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ORLEANS HOMEBUILDERS, INC. AND SUBSIDIARIES
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.
ORLEANS HOMEBUILDERS, INC.
(Registrant)
November 14, 2000 /s/ Michael T. Vesey
-------------------------------------
Michael T. Vesey
President and Chief Operating Officer
November 14, 2000 /s/ Joseph A. Santangelo
-------------------------------------
Joseph A. Santangelo
Treasurer, Secretary and
Chief Financial Officer
12
