<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------
FORM 10-K
Annual Report pursuant to Section 13 of The Securities Exchange Act of 1934
For the fiscal year ended December 31, 1994
File No. 1-6963
ORIOLE HOMES CORP.
------------------
1690 South Congress Avenue, Suite 200, Delray Beach, Florida 33445
(407) 274-2000
Florida 59-1228702
- -------------------------------------- --------------------------------------
(State of Incorporation) (I.R.S. Employer I.D.)
Securities registered pursuant of Section 12(b) of
the act:
Name of Each Exchange on
Title of Each Class Which Registered
- -------------------------------------- --------------------------------------
Class A Common Stock, $.10 par Value American Stock Exchange
Class B Common Stock, $.10 par Value American Stock Exchange
12 1/2% Senior Notes due 2003
-----------------------------------
The Registrant (1) HAS filed all reports required to be filed by
Section 13 of the Securities Exchange Act of 1934 during the preceding twelve
months; and (2) HAS been subject to the filing requirements for at least the
past 90 days.
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K [ ].
As of February 28, 1995, the Company had outstanding 1,893,349 shares
of its Class A Common Stock and 2,732,175 shares of its Class B Common Stock.
The aggregate market value of voting stock held by non-affiliates of
the Registrant is $32,378,668 as of February 28, 1995.
Part II is partially incorporated by reference from the Registrant's
Annual Report to Shareholders for the year ended December 31, 1994, and Part
III is incorporated by reference from the Registrant's Proxy statement for the
1995 Annual Meeting.
<PAGE> 2
PART I
ITEMS 1 AND 2 BUSINESS AND PROPERTIES
Oriole Homes Corp. ("Oriole" or the "Company") has built and sold
single-family homes, patio homes, townhouses, villas, duplexes and low- and
mid-rise condominiums in planned communities in southeast Florida since 1963.
During each of the last five years, Oriole was the largest builder of
condominiums for active adults in Palm Beach County, both in dollar volume and
number of units sold. The Company attributes its success to (i) construction
of quality homes within communities that offer a wide range of amenities, (ii)
satisfied customers who provide a continual source of referrals, (iii) offering
a wide selection of moderately priced housing, (iv) extensive knowledge of the
southeast Florida market, (v) effective cost control policies, and (vi) a land
acquisition and development strategy that reduces land costs per unit, permits
development and construction in phases, and ensures availability of
strategically located land for future development.
Approximately 78 percent of Oriole's revenues are derived from sales
in communities designed exclusively for active adults (age 55 and over), the
fastest growing demographic segment in the United States. The Company alters
its product mix to meet changes in the housing preferences of this market,
which enjoys a high percentage of discretionary income. Home prices range from
$100,000 to $170,000 in the Company's active adult communities except for
Fairway Point, a new luxury project where prices range from $375,000 to
$600,000. In 1994, approximately 70 percent of Oriole's sales of homes and
condominiums in communities designed for active adults were cash sales. The
sales prices of Oriole's residences averaged approximately $131,403 for
condominiums and $175,442 for single-family homes during the year ended
December 31, 1994.
The Company was incorporated in the State of Florida in 1968 as the
successor to six corporations engaged in the construction and sale of
single-family homes since 1963. Unless the context otherwise requires, the
terms "Company" and "Oriole" refer to Oriole Homes Corp. and its consolidated
subsidiaries. The Company's principal executive offices are located at 1690
South Congress Avenue, Suite 200, Delray Beach, Florida 33445, and its
telephone number is (407) 274-2000.
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HOME BUILDING DATA
The following table sets forth information concerning sales, new
contracts and backlog for each of the past five years for the Company's
single-family homes, patio homes, townhomes, villas, duplexes and low- and
mid-rise condominiums.
<TABLE>
<CAPTION>
Years Ended December 31,
--------------------------------------------------------------------------
1990 1991 1992 1993 1994
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Total Sales
Sales value $85,549 $70,101 $89,423 $ 98,302 $110,116
Number of homes 767 614 708 771 775
Total New Contracts
Sales value $70,697 $74,260 $91,216 $108,180 $100,109
Number of homes 626 629 743 788 661
Total Backlog (1)
Sales value $23,525 $27,684 $29,477 $ 39,355 $ 29,348
Number of homes 190 205 240 257 143
</TABLE>
__________________________
(1) Backlog as of the end of the period.
The Company expects to fill substantially all backlog, both in number
of homes and dollar amount, within twelve months. It typically takes the
Company four to eight months after receipt of a sales contract to build and
deliver the completed home to the purchaser. The Company's backlog
historically tends to increase between January and May. These contracts are
generally with active adults who are planning their retirement and desire
occupancy of their homes in the months of October through December.
OPERATING POLICIES
Quality Construction and Diverse Amenities. The Company is a developer
of moderately-priced residential housing and related amenities, which create a
total lifestyle unique to Oriole communities. The Company's communities
included extensive recreational facilities, which range from social clubhouses
and swimming pools in its single-family communities to multi-million dollar
clubhouses, with tennis courts, indoor and outdoor swimming pools, theaters for
the performing arts and health clubs/spas, in its active adult communities.
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The development of planned communities and the construction of such
amenities require financial resources unavailable to many home builders,
thereby limiting the number of builders that might otherwise compete directly
with the Company. The Company believes that its planned communities appeal to
purchasers and permit the Company to offer its customers various housing
products in one location. The Company has built over 20,000 homes in southeast
Florida, and satisfied purchasers provide the Company with a continual source
of referrals.
Product Diversification. The Company's homes appeal to a wide variety
of buyers and lifestyles. Accordingly, the Company offers a diversity of home
styles and price ranges at various locations, including waterfront communities.
The Company sells single-family homes, patio homes, townhomes, villas, duplexes
and low- and mid-rise condominiums. Home designs are continually reviewed and
refined to reflect changing tastes. Sales prices presently range from
approximately $70,000 to $600,000, and the average sales price of homes
delivered during 1994 was approximately $142,100. See "Communities Currently
Under Development or Construction."
Southeast Florida Market. All but one of the Company's residential
developments are located in Palm Beach and Broward counties, rapidly growing
areas of Florida, and management anticipates that the Company's revenues will
continue to be derived substantially from these markets. The Company also has
230 duplex units in Martin County, which is the county directly north of Palm
Beach County. The Company believes that it has achieved certain competitive
advantages by concentrating its efforts in southeast Florida, including (i)
senior management's extensive knowledge of the local market, (ii) controls and
cost savings, that result from the Company's centralized operations, and (iii)
an experienced sales force.
Cost Controls and Company Policies. The Company attempts to control
costs by (1) acquiring large tracts of undeveloped land and developing the land
in phases (ii) developing planned communities, which permit the Company to take
advantage of certain economies of scale, (iii) generally beginning construction
only when homes are under contract, and (iv) acting as general contractor and
hiring subcontractors on a fixed-price or other cost-effective basis.
The Company's general policy is not to begin construction of
single-family homes prior to the execution of a sales contract, which minimizes
the costs and risk of completed but unsold inventory. The Company maintains a
limited inventory of completed homes for sale primarily to families transferred
to Florida by their employers. There were twenty single family
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homes completed and unsold in inventory (not including model homes) at December
31, 1994. In many instances, the Company will begin multi-family construction
(duplex, townhouse, villa and multi-story complexes) when sales contracts are
in effect for a predetermined percentage of the units. As of December 31,
1994, the Company's inventory included 102 unsold completed units in
multi-family projects.
Land Acquisition and Development. The Company selects locations for
its developments on the basis of accessibility to major highways and
thoroughfares, proximity to shopping areas, medical facilities and community
cultural and recreation centers. The Company generally acquires large tracts
of land that require site improvements prior to construction. The tracts of
land are separated into phases for both development and construction. The
Company typically acquires land on which construction can begin within three
years.
The Company spends considerable effort in developing design and
marketing concepts for each of its communities. The design concepts determine
the size, style and price range of homes, the layout of streets and individual
lots and the overall community design. The product line offered in a
particular community depends upon many factors, including the housing generally
available in the area, the needs of the particular market and the cost of
building lots. After finalizing the design concepts, the Company undertakes
development activities that include site planning and engineering, construction
of roads, sewer, water and drainage facilities, recreational facilities and
other amenities.
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RESIDENTIAL PROJECTS AND PRODUCT LINES
The following table summarizes information as of December 31, 1994 with respect
to the Company's principal projects under development or construction during
1994.
<TABLE>
<CAPTION>
Name and Units Sold and Units Sold
Location of Year Development Total Units Delivered Thru and Delivered
Development Started Type Planned 1994 in 1994
- ------------------------------- ---------------- ------ ----------- -------------- -------------
<S> <C> <C> <C> <C> <C>
Lakeshore at University Park 1981 Mixed 1,160 426(3) -
Miramar
Country Glen 1993 Single 300 - -
Cooper City Family
Cypress Bend 1980 Mixed 1,583 1,513(4) 33
Pompano Beach
Boca Springs 1990 Single 214 186 54
Boca Raton Family
Island Lakes 1986 Single 240 239(5) 13
Boca Raton Family
Whisper Walk 1982 Active 1,446 1,446 18
Boca Raton Adult
Fairway Point 1993 Active 60 20 20
Boca Raton Adult
Reflections 1993 Mixed 56 56 56
Boca Raton
Huntington Pointe 1989 Active 1,096 1,085 180
Delray Beach Adult
Coral Lakes 1992 Active 1,313 66 66
Delray Beach Adult
<CAPTION>
Name and
Location of Units Under Units Under Remaining
Development Construction(1) Contract Units(2)
- ------------------------------- --------------- ----------- ---------
At December 31, 1994
-------------------------------------------
<S> <C> <C> <C>
Lakeshore at University Park - - 200
Miramar
Country Glen 14 21 279
Cooper City
Cypress Bend - 2 45
Pompano Beach
Boca Springs 19 6 22
Boca Raton
Island Lakes - - -
Boca Raton
Whisper Walk - - -
Boca Raton
Fairway Point 30 13 27
Boca Raton
Reflections - - -
Boca Raton
Huntington Pointe - 6 5
Delray Beach
Coral Lakes 48 37 1,210
Delray Beach
</TABLE>
(continued)
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RESIDENTIAL PROJECTS AND PRODUCT LINES - Continued
<TABLE>
<CAPTION>
Name and Units Sold and Units Sold
Location of Year Development Total Units Delivered Thru and Delivered
Development Started Type Planned 1994 in 1994
- ------------------------------- ---------------- ------ ----------- -------------- -------------
<S> <C> <C> <C> <C> <C>
Palm Isles 1991 Active 992 675 258
Boynton Beach Adult
Majestic Isles 1994 Active 450 - -
Boynton Beach (6) Adult
Palm Isles West Active 235 - -
Boynton Beach (6) Adult
Palm Shores 1989 Active 222 222 1
Boynton Beach Adult
Cypress Woods 1989 Single 152 26 21
Lake Worth Family
Summer Chase 1989 Active 221 91 20
Lake Worth Adult
Whispering Sound 1991 Active 230 61 35
Palm City/Stuart Adult
<CAPTION>
Name and
Location of Units Under Units Under Remaining
Development Construction(1) Contract Units(2)
- ------------------------------- --------------- ----------- ---------
At December 31, 1994
-------------------------------------------
<S> <C> <C> <C>
Palm Isles 42 38 279
Boynton Beach
Majestic Isles - - 450
Boynton Beach (6)
Palm Isles West - - 235
Boynton Beach (6)
Palm Shores - - -
Boynton Beach
Cypress Woods 6 7 119
Lake Worth
Summer Chase 6 6 124
Lake Worth
Whispering Sound 15 7 162
Palm City/Stuart
</TABLE>
(1) Includes model units.
(2) Includes model units and potential units to be constructed.
(3) Does not include 534 rental units.
(4) Does not include 23 rental units.
(5) Does not include one lot sold without a building.
(6) Development will start in 1995.
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COMMUNITIES CURRENTLY UNDER DEVELOPMENT OR CONSTRUCTION
COUNTRY GLEN is a community of single-family homes located in Cooper
City, Florida. The community consists of 300 units and is presently under
development and construction. Prices are expected to range from $220,000 to
$320, 000.
CYPRESS BEND is a complex of five- and nine story lakefront
condominium buildings located in Pompano Beach priced from $70,000 to $110,000.
The community features over $1 million of recreational amenities, including
social clubhouses with swimming pools, tennis and racquetball courts, and
jogging and exercise trails.
BOCA SPRINGS is comprised of 214 single-family homes in west Boca
Raton. The community features one- and two-story homes with two-car garages.
Prices are from $140,000 to $160,000. Recreational facilities include a
private park with a swimming pool and deck area, basketball, tennis court and a
play area for children. This neighborhood has top-rated schools, parks and
medical facilities.
ISLAND LAKES, a single-family home community located in west Boca
Raton, featuring 220 waterfront homesites was completely sold out in 1994.
WHISPER WALK, a community for active adults located in Boca Raton was
completely sold out in 1994.
FAIRWAY POINT consists of two, 30 unit 8-story buildings located in
Boca West, Boca Raton, Florida. Boca West is a luxury country club community.
Fairway Point is being built on the last available parcel of land in Boca West.
The units contain approximately 3,350 square feet of air-conditioned space and
800 square feet of balconies. They contain all luxury amenities. Prices range
from $370,000 to $600,000.
REFLECTIONS, a community of 56 one - and two - story townhomes located
at Mission Bay, west of Boca Raton was completely sold out in 1994.
HUNTINGTON POINTE is a community for active adults at Delray Beach.
This community of 1,096 units features a variety of homestyles, including
quadplexes, villas and duplexes, and lakefront four story condominium
buildings. One thousand eighty-five units have been sold through 1994 and the
remaining 11 units are expected to be sold early in 1995.
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CORAL LAKES is an active adult community at Delray Beach. The
community of 1,313 units features condominiums in two- and four-story
buildings, villas, duplexes and a section of single-family residences with
two-car garages. Prices range from $120,000 to $180,000. This community will
have a multi-million dollar on-site clubhouse and spa, similar to but larger
than the completed facility at Huntington Pointe, and will also feature
satellite swimming pools.
PALM ISLES is an active adult community of 992 residences at Boynton
Beach. Prices in this community range from $100,000 to $170,000, and home
styles include villas, duplexes, lakefront two-story condominiums and
single-family residences. The community has a multi-million dollar on-site
clubhouse and spa with eight tennis courts. The community also features
satellite swimming pools.
MAJESTIC ISLES is an active adult community of 450 duplexes and
single-family residences located at Boynton Beach. Prices are from $130,000 to
$180,000. The community will feature an intimate, luxury clubhouse with
swimming pool and tennis courts.
PALM ISLES WEST , an active adult community at Boynton Beach, features
235 duplexes and single-family residences priced from $130,000 to $180,000.
Residents of this community will share Palm Isles multi-million dollar
clubhouse, spa, and tennis courts, plus enjoy the convenience of a satellite
swimming pool and sun deck within Palm Isles West.
PALM SHORES AT GABLES END a single-family community for active adults
at Boynton Beach was completely sold out in 1994.
CYPRESS WOODS is a single-family home community located at Lake Worth
and consists of 152 luxury single-family homes. Prices are from $140,000 to
$180,000. Recreational facilities include a private family park area with
basketball, tennis courts and a play area for children.
SUMMER CHASE is a community for active adults located at Lake Worth.
The community features 221 single-family residences with two-car garages. The
price range is from $140,000 to $170,000. A social clubhouse is available to
all residents along with tennis courts and pool.
WHISPERING SOUND is an active adult community of 230 duplex residences
located in Martin county at Palm City/Stuart. The residences range in price
from $110,000 to $117,000. The community includes natural preserved areas
offering backyard privacy for nearly every residence. The social clubhouse is
available to all residents along with tennis courts and pool.
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CONSTRUCTION
The Company acts as the general contractor for the construction of its
developments. Company employees monitor the construction of each project,
participate in design and building decisions, coordinate the activities of
subcontractors and suppliers, maintain quality and cost controls and monitor
compliance with zoning and building codes. Subcontractors typically are
retained for a specified phase of development pursuant to a contract that
obligates the subcontractor to complete construction at a fixed price.
Agreements with the Company's subcontractors are generally entered into after
competitive bidding. The Company does not have any long-term contractual
commitments with any of its subcontractors.
The Company generally constructs single-family homes only after the
execution of a sales contract. The Company attempts to minimize cancellations
by requiring a down payment and qualifying its customers for mortgage approval
prior to commencement of construction.
The Company offers a variety of options for each of its homes. These
options permit buyers to customize their homes and permit the Company to offer
variations on standard models while maintaining the efficiencies of a
production builder. The Company believes the availability of these options
increase the appeal of the Company's homes and makes them suitable to the needs
of a wide variety of buyers.
At December 31, 1994, the Company employed approximately 55 people in
the construction operation. Most construction materials are obtained by
subcontractors and are readily available from numerous sources. The Company
has not experienced any material delays in construction due to shortages of
materials or labor, however, the fact that there has been a significant
increase in construction activities in Southeast Florida could result in the
Company or its subcontractors experiencing shortages in the labor market.
MARKETING AND SALES
The Company sells its homes through sales managers and independent
commissioned salespersons, who typically work in model sales centers or from
sales offices located in model homes and condominiums in the Company's
communities. The Company also cooperates with independent real estate brokers.
The Company trains sales personnel on the availability of financing,
construction schedules, marketing and advertising plans. The Company's sales
and marketing organization consists of approximately 31 Company employees and
sales personnel, all of whom are licensed real estate agents in the State of
Florida. The
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concentration of the Company's projects in southeast Florida permits the
Company to engage salespersons on a long-term, rather than a project-by-project
basis, which management believes results in reduced training costs and a more
motivated sales force with extensive knowledge of the Company's operating
policies and housing products.
The Company advertises in newspapers and magazines, by direct mail and
on billboards. In fiscal 1994, the Company's aggregate advertising costs were
approximately $1.8 million. The Company maintains model homes and condominiums
in all its communities, and management believes that these model units play a
particularly important role in the Company's marketing efforts. The Company
expends a significant effort in creating an attractive atmosphere at its
models, where interior decorations are based upon the lifestyles of the target
buyers.
COMPETITION AND MARKET FACTORS
The development and sales of residential properties is highly
competitive and fragmented. The Company competes on the basis of a number of
interrelated factors, including location, reputation, amenities, design,
quality and price, with numerous large and small builders. Some of these
competing builders have nationwide operations and greater financial resources.
The Company's products must also compete with resales of existing homes
and condominiums and available rental housing. Management believes that the
Company's primary competitive strengths have been (i) satisfied customers who
provide a continual source of referrals, (ii) its ability to offer quality
residences with certain customized features at a wide range of prices, (iii)
the location of its communities, and (iv) its reputation for service,
innovative design and value pricing.
The Company maintains a strong position in the active adult community
marketed in southeast Florida and has been the leading builder of condominiums
in Palm Beach County in each of the last five years. The Company focuses on
providing a high-quality, active lifestyle for adults. The Company also
believes that the high capital costs required to develop a community with
substantial amenities effectively limits the number of competitors in the
active adult market.
The housing industry is cyclical and is affected by consumer
confidence levels, prevailing economic conditions and interest rates. A
variety of other factors affect the housing industry and the demand for new
homes, including the availability and increase in the cost of labor and
materials, changes in costs associated with home ownership, such as increases
in
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property taxes and energy cost, changes in consumer preferences, demographic
trends and the availability of mortgage financing programs.
CUSTOMER FINANCING
The Company works with a number of mortgage lenders to provide home
buyers with a variety of conventional mortgage financing programs. By making
available a variety of attractive mortgage programs, the Company is able to
better coordinate and expedite the entire sales transaction by ensuring that
mortgage commitments are obtained and that closings take place on a timely and
efficient basis. In 1994, approximately 70 percent of Oriole's sales of homes
and condominiums were cash sales.
RENTAL APARTMENTS
The Company owns 480 rental units known as The Pier Club, in Miramar,
Florida. The Company also rents an additional 90 units in other developments.
The Company rents these apartments, typically under one-year leases. The
Company's future plans do not presently include the construction of any
additional rental communities.
JOINT VENTURE WITH REGENCY HOMES
As of December 31, 1994, Oriole had funded $7.0 million with an
affiliated limited partnership to engage in joint ventures with Regency Homes,
Inc., a prominent builder of residential housing in South Florida. The initial
joint venture project, funded in 1993, involved the development and
construction of 108 single-family homes in southwest Broward County in a
development known as Silver Lakes and a second joint venture approved for 1,100
units known as Regency Lakes. Oriole Homes Corp. has purchased from the joint
venture 145 sites.
GOVERNMENT REGULATION AND ENVIRONMENTAL MATTERS
In developing a community, the Company must obtain the approval of
numerous government authorities that regulate such matters as permitted land
uses, density levels, the installation of utilities such as water, drainage and
waste disposal, and the dedication of acreage for open space, parks, schools
and other community purposes. Several authorities in Florida including Broward
and Palm Beach counties, have imposed impact fees as a means of
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defraying the costs of providing certain governmental services to developing
areas. The amount of these impact fees has increased significantly during
recent years. Building codes in these counties require the use of specific
construction material which increase the energy efficiency of homes. In
addition, Broward County and Palm Beach County have attempted to impose
restrictive zoning and density requirements in order to limit the number of
persons who live and work within their boundaries. Counties and cities within
the State of Florida have also, at times, declared moratoriums on the issuance
of building permits and imposed other restrictions in the areas where sewage
treatment facilities and other public facilities do not reach minimum
standards. To date, restrictive zoning laws and imposition of moratoriums have
not had a material adverse effect on the Company's development activities.
However, there is no assurance that such restrictions will not adversely affect
the Company in the future.
The Company is also subject to a variety of federal, state and local
statutes, ordinances, rules and regulations concerning protection of the
environment. Environmental laws vary greatly according to the community's
location, the site's environmental conditions and the present and former uses
of the site. These environmental laws may result in delays, causing the
Company to incur substantial compliance and other costs, and prohibit or
severely restrict development. Prior to consummating the purchase of land, the
Company engages independent environmental engineers to evaluate such land for
the presence of hazardous or toxic materials, wastes, or substances. The
Company has not been adversely affected to date by the presence or potential
presence of such materials.
Certain permits and approvals will be required to complete the
communities currently being planned by the Company. The ability to obtain
necessary permits and approvals is often beyond the Company's control and could
restrict or prevent the development of otherwise desirable property. The
length of time necessary to obtain permits and approvals increases the carrying
costs of unimproved property. In addition, the continued effectiveness of
permits already granted is subject to factors such as changes in policies, and
the interpretation and application of rules and regulations.
The Florida Local Government Comprehensive Planning and Land
Development Regulation Act (the "Act") provides that public facilities,
including, but not limited to, sewer, solid waste, drainage, potable water,
parks, roads and recreation facilities, shall be available concurrently with
the impact of land development projects that would use such facilities. This
requirement is known as the "concurrency" requirement. Counties and cities are
required to implement concurrency by adopting local comprehensive plans and
land development
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regulations. These plans and regulations establish the guidelines for
concurrency review and the exemptions from the concurrency requirement. All of
the Company's development projects in Palm Beach County have been found to
satisfy concurrency requirements.
In recent years, regulation by federal and state authorities relating
to the sale and advertising of residential real estate has also become more
restrictive. In order to advertise and sell condominiums in many
jurisdictions, the Company has been required to prepare registration statements
or other disclosure documents and, in some cases, to file such materials with
designated regulatory agencies. The Company advertises its condominium units
in New York and New Jersey and prepares registration statements in connection
with sales in those states and in the State of Florida.
The State of Florida requires that customer deposits be held in
segregated bank accounts. As of December 31, 1994, the Company has posted
bonds of $5.0 million and had entered into an escrow agreement with a bank and
the State of Florida that allows the Company to use customer deposits. See
Note I of Notes to Consolidated Financial Statements.
EMPLOYEES
The Company employs approximately 236 persons, of whom approximately
42 are executive and supervisory personnel. The Company has had no major work
stoppages as a result of labor disputes and believes that relations with its
employees and its subcontractors are good.
CORPORATE HEADQUARTERS
The Company rents 22,500 square feet of space in a two-story office
building. The lease expires January 1, 1998. See Note N of Notes to
Consolidated Financial Statements.
ITEM 3 LEGAL PROCEEDINGS
The Company is a party to various lawsuits, all of which are of a
routine nature and are incidental to the Company's present business activities.
These proceedings are not material, nor would the adverse resolution thereof
materially affect the business or properties of the Company.
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ITEM 4 SUBMISSION OF MATTERS TO A VOTE BY SECURITY HOLDERS
No matters were submitted to security holders during the 4th quarter.
The annual Meeting of Shareholders of the Registrant has been scheduled for May
15, 1995. The Company will file its definitive proxy material pursuant to
Regulation 14, prior to April 30, 1995.
PART II
ITEM 5 MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
SHAREHOLDER MATTERS
Information required by this item is incorporated by reference to the
Registrant's 1994 Annual Report to Shareholders.
ITEM 6. SELECTED FINANCIAL DATA
Information required by this item is incorporated by reference to the
Registrant's 1994 Annual Report to Shareholders.
ITEM 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
General. The following table sets forth for the periods indicated
certain items of the Company's Consolidated Financial Statements expressed as a
percentage of the Company's total revenues:
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
Percentage of Total Revenues
Years Ended December 31,
- ---------------------------------------------------------------------------------------------------
1992 1993 1994
----------------------------------------
<S> <C> <C> <C>
Sale of houses and condominiums 92.6% 92.7% 91.8%
Sale of land 0.6 0.8 1.6
Other operating revenues 3.3 3.4 2.8
Interest, rentals and other income 3.1 3.1 3.6
Gain on sale of property and land held for
investment, net 0.5 - 0.2
Selling, general and administrative expenses 15.1 15.1 13.6
Net income 5.2 2.5 3.4
- ---------------------------------------------------------------------------------------------------
</TABLE>
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Backlog. The following table sets forth the Company's backlog at
December 31, 1992, 1993 and 1994.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
December 31, Number of Units Aggregate Dollar Value
- ------------------------------------------------------------------------------------------------------
<S> <C> <C>
1992 240 $29,477,000
1993 257 $39,355,000
1994 143 $29,348,000
- ------------------------------------------------------------------------------------------------------
</TABLE>
The Company's backlog generally represents units under contract for
which a full deposit has been received, any statutory rescission right has
expired, and in the case of a borrower, such borrower has been qualified for a
mortgage loan. The Company generally fills all backlog within twelve months.
The Company estimates that the period between receipt of a sales contract and
delivery of the completed home to the purchaser is four to eight months. The
Company's backlog historically tends to increase between January and May.
Trends in the Company's backlog are subject to change from period to period for
a number of economic conditions including consumer confidence levels, interest
rates and the availability of mortgages.
RESULTS OF OPERATIONS YEAR ENDED DECEMBER 31, 1994 COMPARED TO YEAR ENDED
DECEMBER 31, 1993
The Company's revenues from home sales increased $11.8 million (or
12.0%) during the calendar year 1994 as compared to the same period in 1993.
The Company delivered 775 homes in 1994 compared to 771 in 1993, with an
increase of 11.5% in the average selling price of homes delivered (from
$127,500 to $142,100). The increase in the average selling price per home is
primarily the result of the Company's entry into an upscale condominium
community where the average selling price is $565,000 and a single family home
community where the average selling price is $272,000.
The number of new contracts signed (661) and the aggregate dollar
value of these new contracts ($100.1 million) decreased in 1994 from 788 and
$108.2 million in 1993.
The Company's backlog has decreased from $39.4 million at December 31,
1993 to $29.3 million as of December 31, 1994. An increase in interest rates,
higher home prices and increased competition have contributed to a decline in
the number of new sales contracts received by the Company. This trend is
expected to continue at least through the first six months of 1995. The rise
in interest rates should have a less pronounced effect on the Company compared
to other homebuilders, since 70% of 1994 sales were completed for cash, without
the need for mortgage financing.
15
<PAGE> 17
Other operating revenues decreased to $3.4 million during 1994 from
$3.6 million in 1993 primarily as a result of higher vacancies in the rental
units project. Interest, rentals and other income increased to $4.3 million
from $3.3 million in 1993 as a result of the return on investment in Joint
Ventures.
Cost of home sales increased to $91.8 million in 1994 from $80.7
million in 1993 as a result of an increase in the dollar volume of homes
delivered. As a percentage of home sales, cost of home sales increased to
83.4% from 82.1% due to increased competition, the absorption of higher
construction costs and the impact of higher previously capitalized interest.
Selling, General and Administrative Expenses ("SG&A") increased to
$16.3 million in 1994 from $16.0 million in 1993, but as a percentage of total
revenues, these expenses decreased to 13.6% from 15.1% in the same period of
1993. Interest costs incurred in 1994 amounted to $10.4 million from $10.2
million in 1993.
Net income increased $1.5 million in 1994 or 56.6% over 1993. As a
percentage of total revenues, the 1994 net income increased to 3.44% as
compared to 2.48% in 1993, which reflected an extraordinary item in 1993 of
$999,288 net of taxes, from the write-off of unamortized debentures and loan
costs.
RESULTS OF OPERATIONS YEAR ENDED DECEMBER 31, 1993 COMPARED TO YEAR ENDED
DECEMBER 31, 1992
The Company's revenues from home sales increased $8.9 million (or
9.9%) during the calendar year 1993 as compared to the same period in 1992. The
Company delivered 771 homes in 1993 compared to 708 in 1992, with an increase
of 1.0% in the average selling price of homes delivered (from $126,300 to
$127,500). The number of new contracts signed (788) and the aggregate dollar
value of those new contracts ($108.2 million) increased in 1993 from 743 and
$91.2 million in 1992.
Other operating revenues increased to $3.6 million during 1993 from
$3.2 million in 1992 due to a larger occupancy rate on our rental apartments.
Interest, rentals and other income increased to $3.3 million in 1993 from $2.9
million in 1992 due to additional interest on short term investments and the
increased number of units subject to recreation leases.
Cost of home sales increased to $80.7 million in 1993 from $70.2
million in 1992 as a result of an increase in the number of homes delivered. As
a percentage of home sales, cost of home sales increased to 82.1% from 78.5%.
16
<PAGE> 18
Selling, General and Administrative expenses ("SG&A") increased to
$16.0 million in 1993 from $14.5 million in 1992, but as a percentage of total
revenues, these expenses remained at 15.1%. The $2.6 million (or 35.2%)
increase in the Company's interest cost incurred in 1993 as compared to the
same period in 1992 was primarily attributable to the larger outstanding debt
following the issuance of the 12 1/2% Senior Notes due 2003 in January 1993.
Net income decreased to $2.6 million in 1993 from $5.1 million in the
comparable period in 1992, due mainly to the reduced margins from the sale of
homes and the effect of a nonrecurring expense of $999,288, net of taxes from
the write-off of unamortized debentures and loan costs. The reasons for lower
margins are the inability to meaningfully increase selling prices, increased
competition which resulted in the absorption of higher construction costs and
the impact of higher capitalized interest.
LIQUIDITY AND CAPITAL RESOURCES
The Company's financing needs depend primarily upon sales volume,
asset turnover, land acquisition and inventory balances. The Company has
financed its working capital need through funds generated by operations,
borrowings and the periodic issuance of common stock.
On January 12, 1993, the Company issued $70.0 million of its 12 1/2%
Senior Notes ("Notes") due January 15, 2003. 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% on or after January 15, 2001. The indenture
under which the Notes were issued requires sinking fund payments of $17.5
million on January 15, 2001 and January 15, 2002. The indenture contains
provisions restricting the amount and type of indebtedness the Company may
incur, the purchase by the Company of its stock and the payment of dividends.
At December 31, 1994, approximately $1,478,000 of consolidated retained
earnings were unrestricted for the payment of cash dividends.
The Company has also entered into a $10.0 million revolving line of
credit available at a rate of prime plus 1.5%, which expires June 30, 1996.
This line can be used to finance on going development, construction of
residential real estate and other short-term capital needs.
17
<PAGE> 19
As of December 31, 1994, $10.0 million of this line of credit was available for
use by the Company.
The Company also has outstanding an aggregate balance of approximately
$17.4 million of purchase money mortgages at interest rates from 9.2% - 11.5%
which are collateralized by land and buildings. All of these mortgages are
payable in 1995 and 1996.
The Company does not have any current commitments for capital
expenditures and believes it has adequate liquidity from the proceeds of the
Notes, additional borrowing permitted under the indenture, its line of credit
and amounts generated from operations to provide funds, on both a short and
long term basis to finance its home building activities and meet its debt
service requirements.
On December 12, 1994, the Company declared a dividend of $.20 per
share on its Class A common stock and $.225 on its Class B common stock to
shareholders of record as of December 30, 1994, which dividends were paid on
January 12, 1995. The Company intends to continue the payment of semi-annual
dividends. The payment of cash dividends is at the discretion of the Board of
Directors and will depend on results of operations, capital requirements, the
Indenture, the Company's financial condition and such other factors as the
Board of Directors of the Company may consider. There can be no assurance as
to the amount, if any, or timing of cash dividends.
INFLATION
The Company, as well as the home building industry in general, may be
adversely affected during periods of high inflation, primarily because of
higher land and construction costs. In addition, higher mortgage interest
rates may significantly affect the affordability and availability of permanent
mortgage financing to prospective purchasers. Inflation also increases the
Company's cost of labor and materials. The Company attempts to pass through to
its customers any increases in its costs through increased selling prices.
During the last three years, the Company has experienced a reduction in gross
margins on the sale of homes. In some part, these reduced margins are the
result of the Company being unable to raise selling prices and pass on
increased construction costs. There is no assurance that inflation will not
have a material adverse impact on the Company's future results of operations.
18
<PAGE> 20
ACCOUNTING METHODS
During 1987, the Company changed its method of accounting for income
taxes to conform to Statement of Financial Accounting Standards No. 96
"Accounting for Income Taxes, " which requires the liability method as measured
by the provisions of the enacted tax laws. The amount of deferred taxes
payable is recognized under the liability method at the date of the
Consolidated Financial Statements. During 1992, the Financial Accounting
Standards Board adopted Statement of Financial Accounting Standards No. 109,
which supersedes Statement of Financial Accounting Standards No. 96, and became
effective for fiscal years beginning after December 15, 1992. The effect of the
adoption of this Statement did not have a material effect on the Consolidated
Financial Statements.
19
<PAGE> 21
ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
ORIOLE HOMES CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31,
ASSETS
<TABLE>
<CAPTION>
1994 1993
------------ -----------
<S> <C> <C>
Cash and cash equivalents $ 14,609,489 $14,650,532
------------ -----------
Receivables
Mortgage notes 1,266,297 1,618,659
Other - 4,000
------------ -----------
1,266,297 1,622,659
------------ -----------
Inventories
Land 112,721,638 111,959,716
Houses and condominiums completed
or under construction 40,497,339 38,057,470
Model houses and condominiums 2,199,908 2,416,948
------------ -----------
155,418,885 152,434,134
Less estimated costs of completion included
in inventories 28,592,120 24,031,951
------------ -----------
126,826,765 128,402,183
------------ -----------
Property and equipment (at cost)
Land 7,170,113 7,172,279
Buildings 22,473,045 23,130,421
Furniture, fixtures and equipment 5,432,784 5,357,097
------------ -----------
35,075,942 35,659,797
Less accumulated depreciation 10,447,207 9,920,818
------------ -----------
24,628,735 25,738,979
------------ -----------
Other
Prepaid expenses 1,990,535 1,812,081
Unamortized debt issuance costs 2,277,529 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 2,413,479 727,271
------------ -----------
16,678,444 11,328,240
------------ -----------
Total assets $184,009,730 $181,742,593
============ ============
</TABLE>
The accompanying notes are an integral part of these statements.
20
<PAGE> 22
ORIOLE HOMES CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31,
LIABILITIES AND SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
1994 1993
------------ ------------
<S> <C> <C>
Liabilities
Notes payable - banks $ - $ 96,317
Mortgage notes payable 17,419,250 14,399,479
Accounts payable 6,464,417 6,507,891
Dividends payable 993,409 762,078
Customer deposits 4,975,199 6,091,570
Accrued expenses and other liabilities 7,820,330 7,933,622
Deferred income taxes 456,430 722,362
Senior notes 66,457,682 68,187,694
------------ ------------
Total Liabilities 104,586,717 104,701,013
------------ ------------
Shareholders' equity
Class A common stock, $.10 par value
Authorized - 10,000,000 shares
Issued - 1,893,349 in 1994
and 1,895,549 in 1993 189,335 189,555
Class B common stock, $.10 par value
Authorized - 10,000,000 shares
Issued - 2,732,175 in 1994
and 2,729,975 in 1993 273,218 272,998
Additional paid-in capital 19,267,327 19,267,327
Retained earnings 59,693,133 57,311,700
------------ ------------
Total shareholders' equity 79,423,013 77,041,580
------------ ------------
Total liabilities and shareholders' equity $184,009,730 $181,742,593
============ ============
</TABLE>
The accompanying notes are an integral part of these statements.
21
<PAGE> 23
ORIOLE HOMES CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
YEARS ENDED DECEMBER 31,
<TABLE>
<CAPTION>
1994 1993 1992
------------ ------------ -----------
<S> <C> <C> <C>
Revenues
Sales of houses and condominiums $110,116,572 $ 98,302,003 $89,423,637
Sales of land 1,959,779 891,041 550,250
Other operating revenues 3,365,024 3,600,196 3,156,503
Gain on sales of property and land
held for investment, net 202,374 42,258 522,758
Interest, rentals and other income 4,333,548 3,260,305 2,939,373
------------ ------------ -----------
119,977,297 106,095,803 96,592,521
------------ ------------ -----------
Costs and expenses
Cost of houses and condominiums sold 91,778,577 80,682,884 70,178,172
Cost of land sold 1,726,119 772,020 461,016
Costs relating to other operating revenues 2,804,767 2,517,756 2,665,967
Selling, general and administrative
expenses 16,313,685 16,001,923 14,543,802
Interest costs incurred 10,430,616 10,154,739 7,510,382
Interest capitalized (deduct) (9,736,452) (9,997,908) (6,944,173)
------------ ------------ -----------
113,317,312 100,131,414 88,415,166
------------ ------------ -----------
Income before provision for income taxes
and extraordinary charge 6,659,985 5,964,389 8,177,355
Provision for income taxes 2,523,065 2,324,023 3,126,618
------------ ------------ -----------
Income before extraordinary charge 4,136,920 3,640,366 5,050,737
Extraordinary charge - loss on early retirement
of debt, net of income taxes - (999,288) -
------------ ------------ -----------
Net income $ 4,136,920 $ 2,641,078 $ 5,050,737
============ ============ ===========
Net income per common share before
extraordinary charge $ .89 $ .79 $ 1.17
Extraordinary charge - (.22) -
------------ ------------ -----------
Net income per Class A and Class B
common share $ .89 $ .57 $ 1.17
============ ============ ===========
</TABLE>
The accompanying notes are an integral part of these statements.
22
<PAGE> 24
ORIOLE HOMES CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31,
<TABLE>
<CAPTION>
1994 1993 1992
----------- ------------ -----------
<S> <C> <C> <C>
Increase (decrease) in cash
Cash flows from operating activities
Net income $ 4,136,920 $ 2,641,078 $ 5,050,737
Adjustments to reconcile net income to net cash
provided by operating activities
Depreciation 1,234,118 1,265,836 1,266,013
Amortization 474,897 333,062 778,532
Deferred income taxes (265,932) (11,748) (585,449)
Gain on sales of property and land held for
investment, net (202,374) (42,258) (522,758)
Loss on early retirement of debt - 1,602,194 -
Changes in assets and liabilities
Decrease in receivables 356,362 250,624 524,358
(Increase) decrease in inventories 1,575,418 (10,058,507) 4,984,512
(Increase) in other assets (1,864,662) (650,765) (152,297)
Increase (decrease) in accounts payable (43,474) 1,256,048 (400,351)
Increase (decrease) in customer deposits (1,116,371) 1,110,379 369,163
Increase (decrease) in accrued expenses
and other liabilities (113,292) 3,773,250 (2,601,836)
----------- ------------ -----------
Total adjustments 34,690 (1,171,885) 3,659,887
----------- ------------ -----------
Net cash provided by operating activities 4,171,610 1,469,193 8,710,624
----------- ------------ -----------
Cash flows from investing activities
Investment in joint venture (3,500,000) (3,500,000) -
Land held for investment (205,451) - -
Capital expenditures (702,466) (416,120) (1,049,969)
Proceeds from sales of property and
equipment 780,966 152,771 1,245,445
----------- ------------ -----------
Net cash (used in) provided by
investing activities (3,626,951) (3,763,349) 195,476
----------- ------------ -----------
Cash flows from financing activities
Proceeds from mortgage notes 3,444,962 - -
Payment of mortgage notes (425,191) (160) (146)
Borrowings under line of credit agreement 9,500,000 196,317 6,200,000
Repayments under line of credit agreement (9,596,317) (13,100,000) (9,000,000)
Payment of term loan - (22,000,000) (9,000,000)
Proceeds from Class B common stock issued - - 7,978,880
Repurchase of debentures - (18,563,000) (2,677,000)
Proceeds from issuance of 12 1/2% senior notes - 68,069,400 -
Repurchase of senior notes (1,910,000) - -
Issuance costs (75,000) (2,681,514) (338,860)
Dividends paid (1,524,156) (1,918,458) (995,387)
----------- ------------ -----------
Net cash (used in) provided by
financing activities (585,702) 10,002,585 (7,832,513)
----------- ------------ -----------
Net (decrease) increase in cash (41,043) 7,708,429 1,073,587
Cash and cash equivalents at beginning of year 14,650,532 6,942,103 5,868,516
----------- ------------ -----------
Cash and cash equivalents at end of year $14,609,489 $ 14,650,532 $ 6,942,103
=========== ============ ===========
Supplemental disclosures of cash flow information
Cash paid during the year for:
Interest (net of amount capitalized) $ 624,828 $ - $ 768,849
Income taxes $ 3,268,315 $ 1,501,243 $ 4,041,341
</TABLE>
The accompanying notes are an integral part of these statements.
23
<PAGE> 25
ORIOLE HOMES CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992
<TABLE>
<CAPTION>
Common Stock
----------------------------------------------------
Class A Class B
---------------------- -----------------------
Additional
Paid-in Retained
Shares Amount Shares Amount Capital Earnings
--------- -------- --------- -------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Balance at January 1, 1992 1,913,274 $191,328 1,880,250 $188,025 $11,710,507 $52,300,421
Net income for 1992 - - - - - 5,050,737
Stock conversion (17,710) (1,771) 17,710 1,771 - -
Class B common stock issued
pursuant to public offering - - 832,000 83,200 7,556,820 -
--------- -------- --------- -------- ----------- -----------
Balance at December 31, 1992 1,895,564 189,557 2,729,960 272,996 19,267,327 57,351,158
Net income for 1993 - - - - - 2,641,078
Stock conversion (15) (2) 15 2 - -
Cash dividends
Class A common stock
$.55 per share - - - - - (1,042,555)
Class B common stock
$.60 per share - - - - - (1,637,981)
--------- -------- --------- -------- ----------- -----------
Balance at December 31, 1993 1,895,549 189,555 2,729,975 272,998 19,267,327 57,311,700
Net income for 1994 - - - - - 4,136,920
Stock conversion (2,200) (220) 2,200 220 - -
Cash dividends
Class A common stock
$.35 per share - - - - - (663,002)
Class B common stock
$.40 per share - - - - - (1,092,485)
--------- -------- --------- -------- ----------- -----------
Balance at December 31, 1994 1,893,349 $189,335 2,732,175 $273,218 $19,267,327 $59,693,133
========= ======== ========= ======== =========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
24
<PAGE> 26
ORIOLE HOMES CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER
INFORMATION
Principles of Consolidation
The accompanying Consolidated Financial Statements include the accounts of
Oriole Homes Corp. and all wholly-owned subsidiaries (the Company).
Significant intercompany accounts and transactions have been eliminated in
consolidation.
Operations
The Company, a Florida corporation, is a developer of single and
multi-family residential communities in southeast Florida. The Company's
receivables are primarily mortgages which are collateralized by real
estate.
Revenue Recognition
The Company records revenues and profits from sales of real estate in
accordance with Statement of Financial Accounting Standards No. 66,
"Accounting for Sales of Real Estate."
Inventories
Inventories are carried at cost, plus accumulated development and
construction costs (including capitalized interest and real estate taxes).
House and condominium inventories which are completed and being held for
sale aggregate approximately $12,152,000 in 1994 and $11,505,000 in 1993.
The accumulated costs of land, houses and condominiums are not in excess of
estimated net realizable value.
Interest Capitalization
The Company follows the practice of capitalizing certain interest costs
incurred on land under development and houses and condominiums under
construction. Such capitalized interest is included in cost of house and
condominium sales when the units are delivered. During the years 1994,
1993, and 1992 respectively, the Company capitalized interest in the amount
of $9,736,452, $9,997,908 and $6,944,173 and expensed as a component of
cost of goods sold $9,313,121, $10,036,456 and $7,685,554.
(continued)
25
<PAGE> 27
ORIOLE HOMES CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER
INFORMATION - Continued
Depreciation
The Company provides for depreciation of property and equipment by the
straight-line and accelerated methods over the following estimated useful
lives of the various classes of depreciable assets:
Buildings 25 to 27 years
Furniture, fixtures and equipment 3 to 7 years
Debt Issuance Costs and Unamortized Discount
Costs incurred in connection with obtaining debt have been deferred and are
being amortized by the interest method over the term of the debt.
Cash Equivalents
Cash equivalents consist of highly liquid investments with maturities of
three months or less when purchased.
Concentration of Credit Risk
The Company's cash and cash equivalents are placed mainly with one
institution with a high credit rating. The carrying amount approximates
fair value due to the short maturity of these instruments.
Net Income Per Share
Earnings per common share is computed by dividing net income by the
weighted average number of shares outstanding during each year: 4,625,524
shares in 1994; 4,625,524 shares in 1993; 4,334,650 shares in 1992.
Income Taxes
The Company has adopted Statement of Financial Accounting Standards No.
109. The effect of the adoption of this Statement did not have a material
effect on the Consolidated Financial Statements.
(continued)
26
<PAGE> 28
ORIOLE HOMES CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER
INFORMATION - Continued
Financial Statement Reclassification
Certain amounts reflected in the consolidated financial statements for the
year ended December 31, 1993 have been reclassified to conform to the
presentation for the year ended December 31, 1994.
NOTE B - RECEIVABLES
First and second mortgage notes receivable bear interest at rates ranging
from 6% to 14%. Minimum payments required on the first and second mortgage
notes in each of the five years subsequent to December 31, 1994 are: 1995
- $228,943; 1996 - $23,097; 1997 - $23,736; 1998 - $20,783; and 1999 -
$18,722.
NOTE C - LIFE INSURANCE
The Company purchased life insurance on the lives of two of its officers
and their spouses (officers) who own significant shares of common stock of
the Company. An irrevocably designated trustee of the officers is the
beneficiary. The accumulated premiums on the above policies during the
years ended December 31, 1994 and 1993 were $427,568 and $213,784,
respectively, and are classified as other assets.
Upon the death of the officers or termination of the policies, the Company
shall receive an amount equal to the aggregated premiums paid less any
policy loans and unpaid interest or cash withdrawals received by the
Company.
In connection with the policies, the Company has an option with the
officers to acquire all or any part of the Class A or Class B common stock
of the Company owned by such individuals at the market price of such
securities at the time of their death.
NOTE D - INVESTMENT IN AND ADVANCES TO JOINT VENTURE
The Company entered into two joint venture agreements, during 1994 and
1993, to construct and sell homes. The joint ventures are accounted for
using the cost method. The Company's investment and advances are as
follows:
<TABLE>
<S> <C>
Advances $1,350,000
Investment 5,650,000
----------
$7,000,000
==========
</TABLE>
27
<PAGE> 29
ORIOLE HOMES CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
NOTE E - MORTGAGE SUBSIDIARY
South Florida Residential Mortgage Company (SFRMC), a wholly-owned
subsidiary of the Company, provides mortgage financing services.
Summarized financial information for SFRMC is as follows:
<TABLE>
<CAPTION>
1994 1993
-------- --------
<S> <C> <C>
Assets
First mortgage notes receivable $513,465 $909,288
Other assets 20,645 28,855
Due from parent company 414,875 47,190
-------- --------
Total assets $948,985 $985,333
======== ========
Liabilities and shareholder's equity
Other liabilities $ 29,787 $ 84,231
Shareholder's equity 919,198 901,102
-------- --------
Total liabilities and shareholder's
equity $948,985 $985,333
======== ========
Revenues $293,734 $413,218
Expenses 264,720 268,448
-------- --------
Income before provision for
income taxes 29,014 144,770
Provision for income taxes 10,918 54,477
-------- --------
Net income $ 18,096 $ 90,293
======== ========
</TABLE>
NOTE F - REVOLVING LOAN AGREEMENT
A revolving loan agreement (line of credit), collateralized by land, was
entered into during 1993 with a bank. The line of credit provides up to
$10,000,000 of borrowings, all of which is available at an interest rate of
prime plus 1.5%. The agreement expires June 30,1996.
The line of credit can be used to finance ongoing development and
construction of residential real estate and short-term capital needs and
will only require monthly interest payments. The credit agreement has no
compensating balance arrangements and contains typical restrictions and
covenants, the most restrictive of which include the following:
a. The Company shall maintain, at all times through the life of the
loan, its consolidated tangible net worth at not less than
$70,000,000.
(continued)
28
<PAGE> 30
ORIOLE HOMES CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
NOTE F - REVOLVING LOAN AGREEMENT - Continued
b. The Company's ability to incur additional debt is restricted by
covenants in the agreement.
Average interest rates and balances outstanding, for revolving lines of
credit payable to banks, based on a weighted average are as follows:
<TABLE>
<CAPTION>
1994 1993 1992
---------- ----------- -----------
<S> <C> <C> <C>
Daily average outstanding
borrowings $1,805,944 $ 2,962,230 $40,278,688
Average interest rate during the
period 8.6% 6.2% 7.6%
Interest rate at the end
of the period 10.0% 7.5% 7.0%
Maximum outstanding during the
year $7,010,000 $35,000,000 $47,200,000
</TABLE>
NOTE G - MORTGAGE NOTES PAYABLE
Mortgage notes payable at December 31, 1994 and 1993, are summarized as
follows:
<TABLE>
<CAPTION>
1994 1993
---------- ----------
<S> <C> <C>
Mortgage note, interest at 9.75%, requires
monthly interest payments of $56,062 with
principal balance due on May 1, 1995;
collateralized by land, buildings and
equipment $6,900,000 $6,900,000
Mortgage note, interest at 9.2%, requires
monthly payments of $57,510, including
interest, matures on May 1, 1995;
collateralized by land, buildings, equipment
and rents 7,499,304 7,499,479
Mortgage note, interest at 10%, requires
monthly payments of $25,766, including
interest, matures on July 1, 1995;
collateralized by land 2,669,946 -
</TABLE>
(continued)
29
<PAGE> 31
ORIOLE HOMES CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
NOTE G - MORTGAGE NOTES PAYABLE - Continued
<TABLE>
<CAPTION>
1994 1993
----------- -----------
<S> <C> <C>
Mortgage note, interest at 11.5%, requires
interest with principal payments as land
is sold, matures February 1, 1996;
collateralized by land 350,000 -
----------- -----------
$17,419,250 $14,399,479
=========== ===========
</TABLE>
Minimum payments required in periods subsequent to December 31, 1994, are
as follows:
<TABLE>
<S> <C>
1995 $17,069,250
1996 350,000
-----------
$17,419,250
===========
</TABLE>
NOTE H - INCOME TAXES
Deferred income taxes and benefits are provided for significant income and
expense items recognized in different years for tax and financial reporting
purposes. Temporary differences which give rise to significant deferred
tax assets (liabilities) follow:
<TABLE>
<CAPTION>
1994 1993
----------- -----------
<S> <C> <C>
Warranties on houses and condominiums $ 925,592 $ 851,836
Percentage of completion 342,490 172,836
Uniform cost capitalization 178,463 286,863
----------- -----------
Total deferred tax assets 1,446,545 1,311,535
----------- -----------
Installment sales (13,990) (28,155)
Deferred expenses (1,667,365) (1,726,542)
Accelerated depreciation (221,620) (268,993)
Other items - (10,207)
----------- -----------
Total deferred tax liabilities (1,902,975) (2,033,897)
----------- -----------
Net deferred tax liability $ (456,430) $ (722,362)
=========== ===========
</TABLE>
(continued)
30
<PAGE> 32
ORIOLE HOMES CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
NOTE H - INCOME TAXES - Continued
The Company files consolidated income tax returns. The components of the
provision for income taxes are as follows:
<TABLE>
<CAPTION>
Current Deferred Total
---------- --------- ----------
<S> <C> <C> <C>
Year Ended December 31, 1994,
Federal $2,383,274 $(229,125) $2,154,149
State 405,723 (36,807) 368,916
---------- --------- ----------
$2,788,997 $(265,932) $2,523,065
========== ========= ==========
Year Ended December 31, 1993,
Federal $1,478,474 $ (3,500) $1,474,974
State 254,391 (8,248) 246,143
---------- --------- ----------
$1,732,865 $ (11,748) $1,721,117
========== ========= ==========
Year Ended December 31, 1992,
Federal $2,814,865 $(137,691) $2,677,174
State 467,988 (18,544) 449,444
---------- --------- ----------
$3,282,853 $(156,235) $3,126,618
========== ========= ==========
</TABLE>
The reasons for the difference between the total tax expense and the amount
computed by applying the statutory federal income tax rate to income before
income taxes are as follows:
<TABLE>
<CAPTION>
1994 1993 1992
---------- ---------- ----------
<S> <C> <C> <C>
Provision for taxes at statutory
rates (34%) $2,264,395 $1,483,147 $2,780,300
State income taxes, net of federal
tax benefit 241,644 158,193 296,633
Other 17,026 79,777 49,685
---------- ---------- ----------
Tax expense $2,523,065 $1,721,117 $3,126,618
========== ========== ==========
</TABLE>
(continued)
31
<PAGE> 33
ORIOLE HOMES CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
NOTE H - INCOME TAXES - Continued
Deferred income tax provision results from temporary differences in the
recognition of revenues and expenses for tax and financial statement
purposes. The sources of these differences are as follows:
<TABLE>
<CAPTION>
Years ended December 31,
------------------------------------------------
1994 1993 1992
--------- ---------- ----------
<S> <C> <C> <C>
Net effect of development and
other costs $ (59,224) $ (80,256) $(171,402)
Net profit realized, applicable to
sales reported on the installment
basis for tax purposes (14,165) (10,938) (79,355)
Net effect of (increase) decrease
in reserve for warranties on
houses and condominiums (73,756) (156,920) 196,022
Net effect of uniform cost
capitalization and percentage
of completion (61,254) 218,765 (102,527)
Net effect of depreciation (57,533) 17,601 1,027
--------- ---------- ----------
$(265,932) $ (11,748) $(156,235)
========= ========= =========
</TABLE>
NOTE I - CUSTOMER DEPOSITS
Certain customer deposits, pursuant to statutory regulations of the State
of Florida or by agreement between the buyer and seller, are held in
segregated bank accounts. At December 31, 1994 and 1993, cash in the
amounts of approximately $253,000 and $385,000, respectively, was so
restricted.
The Company entered into an escrow agreement with a bank and the Division
of Florida Land Sales and Condominiums which allowed the Company to use
customer deposits which were previously maintained in an escrow account.
Deposits of up to $1,900,000 in 1994 and $2,700,000 in 1993, which could be
released to the Company, are guaranteed by performance bonds aggregating
$5,000,000 for 1994 and $4,500,000 for 1993.
32
<PAGE> 34
ORIOLE HOMES CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
NOTE J - ACCRUED EXPENSES AND OTHER LIABILITIES
Accrued expenses and other liabilities include the following:
<TABLE>
<CAPTION>
1994 1993
---------- ----------
<S> <C> <C>
Accrued interest $3,899,765 $4,010,417
Reserve for warranties on houses and
condominiums 2,419,218 2,263,715
Income Taxes Payable 296,904 775,872
Other accrued liabilities 1,204,443 883,618
---------- ----------
$7,820,330 $7,933,622
========== ==========
</TABLE>
NOTE K - SENIOR NOTES
Senior Notes are comprised as follows:
<TABLE>
<CAPTION>
1994 1993
---------- ----------
<S> <C> <C>
12 1/2% senior notes due January 15,
2003 with an effective interest rate of
13.02% $70,000,000 $70,000,000
Repurchase of senior note to be
used as part of sinking fund (1,910,000) -
Unamortized discount (1,632,318) (1,812,306)
----------- -----------
$66,457,682 $68,187,694
=========== ===========
</TABLE>
On January 13, 1993, the Company issued 12 1/2% senior notes ("Notes"), due
January 15, 2003. The Notes have a face value $70,000,000 and were issued
at a discount of $1,930,000. 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 senior notes were issued requires sinking fund
payments of $17,500,000 on January 15, 2001 and January 15, 2002. The
indenture contains provisions restricting the amount and type of
indebtedness the Company may incur, the purchase by the Company of its
stock and the payment of cash dividends. At December 31, 1994,
approximately $1,478,000 of consolidated retained earnings were
unrestricted for the payment of cash dividends.
33
<PAGE> 35
ORIOLE HOMES CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
NOTE L - STOCK OPTIONS
The Company adopted two stock option plans: one for employees and one for
non-employee directors, both effective in 1994. Under the stock option
plan for employees (the "Plan"), 400,000 shares of Class B common stock are
reserved for issuance upon exercise of stock options. The Plan is designed
as a means to retain and motivate employees who provide management
services. The Compensation Committee administers and interprets the Plan
and is authorized to grant options thereunder to all regular employees of
the Company.
The Plan provides for the granting of incentive stock options on such
terms and at such prices as may be determined by the Board of Directors.
The per share exercise price of incentive stock options cannot be less than
the fair market value per share of the Class B common stock on the date of
the grant. Each option is exercisable after the period or periods
specified in the option agreement, but no option may be exercised more than
ten years after the date of the grant. No participant may be granted
options for more than 20,000 shares in any year or an aggregate of 80,000
shares. Options granted under the Plan are not transferable other than by
will or by the laws of descent and distribution. Options under the Plan
may not be granted after November 23, 2003. No options have been granted to
date under the Plan.
Under the stock option plan for non-employee directors (the "Plan"), 20,000
shares of class B common stock are available for issuance. The Plan is
designed to retain and motivate non-employee directors. The Executive
Committee administers the Plan and is authorized to grant options to each
non-employee director.
The Plan provides for the granting of stock options at an exercise price
per share equal to the fair market value on the business day immediately
preceding the Annual Meeting of Shareholders. Each option is excercisable
after the period or periods specified in the option agreement, but no
option may be exercised more than 10 years after the date of the grant.
Options will expire earlier if an optionee terminates services as a
director. No participant may be granted options for more than 6,000
shares. Options are not assignable. The Plan may be terminated at any
time as determined by the Board of Directors or Stockholders. As of
December 31, 1994, options for 3,600 shares have been granted.
NOTE M - COMMON STOCK
During the second quarter of 1992 the Company issued 832,000 shares of
Class B common stock, par value $.10 per share, for $10.25 per share. The
net proceeds from the sales were $7,978,880 after expenses, underwriting
discounts and commissions.
(continued)
34
<PAGE> 36
ORIOLE HOMES CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
NOTE M - COMMON STOCK - Continued
Class A common stock and Class B common stock have identical dividend
rights with the exception that the Class B common stock is entitled to a
$.025 per share additional dividend. Class A common stock is entitled to
one vote per share, while Class B common stock is entitled to one-tenth
vote per share. Holders of Class B common stock are entitled to elect 25%
of the Board of Directors as long as the number of outstanding shares of
Class B common stock is at least 10% of the number of outstanding shares of
both classes of common stock. At the option of the holder of record, each
share of Class A common stock may be converted at any time into one share
of Class B common stock.
During 1994, the Board of Directors canceled the Class A (96,422 shares)
and Class B (165,464) common stock in treasury.
NOTE N - LEASING ARRANGEMENTS
Rental properties
In connection with certain housing developments, the Company leases
recreation facilities. The Company also leases rental units. These leases
are accounted for as operating leases.
The following schedule provides an analysis of the Company's property under
operating leases (included in property and equipment) by major classes as
of December 31, 1994 and 1993:
<TABLE>
<CAPTION>
1994 1993
----------- -----------
<S> <C> <C>
Land $ 7,170,113 $ 7,172,279
Buildings 22,473,045 23,130,421
Furniture, fixtures and equipment 986,134 1,075,321
----------- -----------
30,629,292 31,378,021
Less accumulated depreciation 6,697,665 6,374,930
----------- -----------
$23,931,627 $25,003,091
=========== ===========
</TABLE>
(continued)
35
<PAGE> 37
ORIOLE HOMES CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
NOTE N - LEASING ARRANGEMENTS - Continued
The following is a schedule of approximate future minimum rental income
required under these leases as of December 31, 1994:
<TABLE>
<S> <C>
1995 $ 2,121,000
1996 633,000
1997 633,000
1998 633,000
1999 633,000
Thereafter 54,375,000
-----------
$59,028,000
===========
</TABLE>
Offices and Warehouse
The Company leases its offices and warehouse under lease agreements
extending through 1997,with options to renew for up to five years,
accounted for as operating leases. The following is a schedule, by years,
of the approximate future minimum rental payments as of December 31, 1994:
<TABLE>
<S> <C>
1995 $199,922
1996 162,007
1997 134,922
--------
$496,851
========
</TABLE>
Total rent expense for each of the years ended December 31, 1994, 1993 and
1992 amounted to $199,922.
NOTE O - DEFERRED COMPENSATION PLAN
The Company has a defined contribution plan established pursuant to Section
401(K) of the Internal Revenue Code. Employees contribute to the plan a
percentage of their salaries, subject to certain dollar limitations, and
the Company matches a portion of the employees' contributions. The
Company's contribution to the plan amounted to $67,807 in 1994, $60,851 in
1993 and $56,962 in 1992.
NOTE P - CONTINGENCIES
The Company is involved, from time to time, in litigation arising in the
ordinary course of business, none of which is expected to have a material
adverse effect on the Company's consolidated financial position or results
of operations.
36
<PAGE> 38
REPORT OF INDEPENDENT CERTIFIED
PUBLIC ACCOUNTANTS
Board of Directors
Oriole Homes Corp.
We have audited the accompanying consolidated balance sheets of Oriole Homes
Corp. and Subsidiaries as of December 31, 1994 and 1993, and the related
consolidated statements of income, shareholders' equity, and cash flows for
each of the three years in the period ended December 31, 1994. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Oriole
Homes Corp. and Subsidiaries at December 31, 1994 and 1993, and the results of
their operations and their cash flows for each of the three years in the period
ended December 31, 1994, in conformity with generally accepted accounting
principles.
GRANT THORNTON
Miami, Florida
February 10, 1995
37
<PAGE> 39
REPORT OF
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
ON SCHEDULES
Board of Directors
Oriole Homes Corp.
In connection with our audit of the consolidated financial statements of Oriole
Homes Corp. and subsidiaries referred to in our report dated February 10, 1995,
which is included in the annual report to security holders and incorporated by
reference in Part II of Form 10-K, we have also audited Schedule X for each of
the three years in the period ended December 31, 1994. In our opinion, these
schedules present fairly, in all material respects, the information required to
be set forth therein.
GRANT THORNTON
Miami, Florida
February 10, 1995
38
<PAGE> 40
ITEM 9 DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
This item is not applicable.
PART III
ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this item of this part is incorporated by
reference to Registrant's definitive proxy statement for the Annual Meeting of
Shareholders.
ITEM 11 EXECUTIVE COMPENSATION
The information required by this item of this part is incorporated by
reference to Registrant's definitive proxy statement for the Annual Meeting of
Shareholders.
ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this item of this part is incorporated by
reference to Registrant's definitive proxy statement for the Annual Meeting of
Shareholders.
ITEM 13 CERTAIN RELATIONSHIP AND RELATED TRANSACTIONS
The information required by this item of this part is incorporated by
reference to Registrant's definitive proxy statement for the Annual Meeting of
Shareholders.
PART IV
ITEM 14 EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K
(1) 1. Financial Statements
The following consolidated financial statements of Oriole
Homes Corp. and subsidiaries are included in Part II of this
annual report and in the Company's 1994 Annual Report to
Shareholders.
Consolidated balance sheets as of December 31, 1994 and 1993.
Consolidated statements of income for the three years ended
December 31, 1994.
Consolidated statements of cash flows for the three years
ended December 31, 1994.
Consolidated statements of shareholders' equity for the three
years ended December 31, 1994.
Notes to consolidated financial statements.
39
<PAGE> 41
Report of independent certified public accountants.
Selected Quarterly Financial Data for the years ended December 31,
1994 and 1993 included in the Company's 1994 Annual Report to
Shareholders which is incorporated by reference as Part II of this
annual report.
2. Financial Statement Schedules
The following financial statement schedules of Oriole Homes
Corp. and subsidiaries are included in Part IV of this report:
Report of independent certified public accountants.
Schedule X - Supplementary income statement
information.
All other schedules are omitted because they are not applicable or not
required or because the required information is included in the
consolidated financial statements or notes thereto.
3. Exhibits
<TABLE>
<CAPTION>
Page No.
--------
<S> <C> <C>
3.1 Articles of Incorporation of Registrant *
3.2 By-Laws of Registrant *
4.2 Form of indenture between the Registrant and Sun Bank National
Association, Trustee. *
10.1 Lease Agreement, dated May 7, 1991 between Oriole Homes Corp.
and Arbors Associates, Ltd. *
10.3 Mortgage Note payable to Home Life Insurance Company on
October 1, 1994 *
10.4 Mortgage Modification and Mortgage Note payable to The
Manufacturers Life Insurance Company on May 1, 1995.
10.6 Registrant's 401(k) Defined Contribution Benefit Plan *
10.7 Joint Venture between the Company and Regency Homes, Inc.
dated December 31, 1993. **
22.1 List of Registrant's Subsidiaries (Filed as Exhibit 22 to the
Company's Form 10-K for the fiscal year ended December 31, 1990
and incorporated herein by reference).
27.1 Financial Data Schedule
(*) Filed as exhibits to the Registration Statement of the
Registrant on Form S-2 declared effective on January 13, 1993.
(File No. 33-51680).
(**) Filed as an exhibit to the Registrant's Annual Report on Form
10-K filed in March 1994.
(2) Reports on Form 8-K
There were no reports on Form 8-K for the three months ended
December 31, 1994.
</TABLE>
40
<PAGE> 42
SCHEDULE X - SUPPLEMENTARY INCOME STATEMENT INFORMATION
ORIOLE HOMES CORP. AND SUBSIDIARIES
<TABLE>
<CAPTION>
----------------------------------------------------------------
COLUMN A COLUMN B
----------------------------------------------------------------
<S> <C>
CHARGED TO COSTS
ITEM AND EXPENSES
----------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
1994 1993 1992
---------- ---------- ----------
<S> <C> <C> <C>
Maintenance and Repairs $ 872,202 $ 694,237 $ 437,159
Taxes, other than payroll $1,773,751 $1,683,925 $1,553,648
and income taxes
Advertising Costs $1,775,379 $2,010,459 $1,750,935
</TABLE>
41
<PAGE> 43
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Annual Report to be Signed on
its behalf by the undersigned, thereunto duly authorized.
ORIOLE HOMES CORP.
DATE March 28, 1995 s/R.D.Levy
------------------------ -----------------------------------
R.D. Levy, Chairman of the Board
Chief Executive Officer, Director
DATE March 28, 1995 s/A. Nunez
------------------------ -----------------------------------
A. Nunez, Senior Vice President,
Treasurer, Chief Financial Officer,
Chief Accounting Officer, Director
Pursuant to the requirements of the Securities Exchange Act of 1934 this
Annual Report has also been signed by the following persons on behalf of
the Registrant in the capacities indicated.
MEMBER OF THE BOARD OF DIRECTORS
DATE March 28, 1995 s/Harry A. Levy
------------------------ -----------------------------------
Harry A. Levy, Director
DATE March 28, 1995 s/E.E. Hubshman
------------------------ -----------------------------------
E.E. Hubshman, Director
DATE March 28, 1995 s/Mark A.Levy
------------------------ -----------------------------------
Mark A. Levy, Director
DATE March 28, 1995 s/Eugene H. Berns
------------------------ -----------------------------------
Eugene H. Berns, Director
DATE March 28, 1995 s/Donald C. McClosky
------------------------ -----------------------------------
Donald C. McClosky, Director
DATE March 28, 1995 s/Richard E. Deems
------------------------ -----------------------------------
Richard E. Deems, Director
DATE March 28, 1995 s/Paul R. Lehrer
------------------------ -----------------------------------
Paul R. Lehrer, Director
42
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE ORIOLE
HOMES CORPORATION FORM 10-K AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JAN-01-1994
<PERIOD-END> DEC-31-1994
<CASH> 14,609,489
<SECURITIES> 0
<RECEIVABLES> 1,266,297
<ALLOWANCES> 0
<INVENTORY> 126,826,765
<CURRENT-ASSETS> 0
<PP&E> 35,075,942
<DEPRECIATION> 10,447,207
<TOTAL-ASSETS> 184,009,730
<CURRENT-LIABILITIES> 0
<BONDS> 83,876,932
<COMMON> 462,553
0
0
<OTHER-SE> 78,960,460
<TOTAL-LIABILITY-AND-EQUITY> 184,009,730
<SALES> 112,076,351
<TOTAL-REVENUES> 119,977,297
<CGS> 93,504,696
<TOTAL-COSTS> 96,309,463
<OTHER-EXPENSES> 16,094,988
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 912,861
<INCOME-PRETAX> 6,659,985
<INCOME-TAX> 2,523,065
<INCOME-CONTINUING> 4,136,920
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,136,920
<EPS-PRIMARY> .89
<EPS-DILUTED> .89
<FN>
<F1> Company reports on a non-classified balance sheet.
<FN>
</TABLE>
