<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
----------------------------------
Washington, D.C. 20549
Form 10Q
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended: September 30, 1996 Commission File No. 1-6963
ORIOLE HOMES CORP.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Florida 59-1228702
- ------------------------------- ----------------------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1690 S. Congress Ave., Suite 200 Delray Beach, Fl. 33445
- -------------------------------------------------- ----------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (407) 274-2000
- --------------------------------------------------------------------------------
Former name, former address and former fiscal year, if changed since last
report.
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days. Yes No
Indicate the number of shares outstanding of each of the issuers classes of
common stock, as of the close of the period covered by this report.
Class Outstanding at September 30, 1996
- ------------------------------------- ---------------------------------
Common Stock, Class A, par value $.10 1,879,849
Common Stock, Class B, par value $.10 2,745,675
<PAGE> 2
ORIOLE HOMES CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
ASSETS
<TABLE>
<CAPTION>
September 30, December 31,
1996 1995
(Unaudited) (Audited)
---------------- ----------------
<S> <C> <C>
Cash and cash equivalents $ 1,644,402 $ 3,275,615
---------------- ----------------
Receivables:
Mortgage notes 278,104 280,562
Due at closing - 114,700
Income taxes - 1,660,846
---------------- ----------------
278,104 2,056,108
Inventories:
Land 97,985,213 103,435,218
Houses and condominiums completed or
under construction 57,339,953 48,306,006
Model houses and condominiums 5,559,459 3,386,194
---------------- ----------------
160,884,625 155,127,418
Less: Estimated costs of completion
included in inventories 16,860,435 23,699,916
---------------- ----------------
144,024,190 131,427,502
---------------- ----------------
Property and equipment (at cost):
Land 7,046,759 7,168,046
Buildings 20,936,315 22,283,655
Furniture, fixtures and equipment 5,358,407 5,445,387
---------------- ----------------
33,341,481 34,897,088
Less: Accumulated depreciation 10,034,515 10,892,078
---------------- ----------------
23,306,966 24,005,010
---------------- ----------------
Other:
Prepaid expenses 3,429,406 2,378,932
Unamortized debt issuance costs 1,909,819 2,098,760
Investment in and advances to joint ventures 5,613,000 5,625,000
Land held for investment (at cost) 2,346,569 3,001,783
Other assets 3,135,390 5,609,607
---------------- ----------------
16,434,184 18,714,082
---------------- ----------------
Total Assets $ 185,687,846 $ 179,478,317
================ ================
</TABLE>
See notes to consolidated financial statements
-1-
<PAGE> 3
ORIOLE HOMES CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
LIABILITIES AND SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
September 30, December 31,
1996 1995
(Unaudited) (Audited)
--------------- ---------------
<S> <C> <C>
Liabilities:
Line of credit $ 11,500,000 $ 8,500,000
Mortgage notes payable 12,690,043 15,041,573
Accounts payable 9,289,650 7,328,804
Customer deposits 11,570,787 6,072,046
Accrued expenses and other liabilities 6,023,370 8,393,132
12 1/2% Senior Notes due January 15, 2003,
net of $1,354,256 discount in 1996 and
$1,482,687 discount in 1995 66,359,744 66,481,313
--------------- ---------------
Total Liabilities 117,433,594 111,816,868
Shareholders' Equity:
Class A common stock, $.10 par value
Authorized - 10,000,000 shares
Issued and outstanding - 1,879,849
in 1996 and 1,891,249 in 1995 187,985 189,125
Class B common stock, $.10 par value
Authorized - 10,000,000 shares
Issued and outstanding - 2,745,675
in 1996 and 2,734,275 in 1995 274,568 273,428
Additional paid-in capital 19,267,327 19,267,327
Retained earnings 48,524,372 47,931,569
--------------- ---------------
Total Shareholders' Equity 68,254,252 67,661,449
--------------- ---------------
Total Liabilities and Shareholders' Equity $ 185,687,846 $ 179,478,317
=============== ===============
</TABLE>
See notes to consolidated financial statements
-2-
<PAGE> 4
ORIOLE HOMES CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended Three Months Ended
September 30, September 30,
--------------------------------- -------------------------------
1996 1995 1996 1995
--------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Revenues:
Sale of houses and condominiums $ 62,107,681 $ 49,032,659 $ 21,702,274 $ 21,603,572
Sale of land 1,634,356 1,316,329 12,000 21,100
Other operating revenues 2,398,508 2,315,089 806,459 763,645
Interest, rentals and other income 2,884,309 2,902,818 994,255 943,684
Gain on sale of property and
land held for investment, net 2,329,426 144,142 1,662,302 29,690
--------------- -------------- -------------- --------------
71,354,280 55,711,037 25,177,290 23,361,691
--------------- -------------- -------------- --------------
Costs and Expenses:
Cost of houses and condominiums sold 53,485,976 41,538,240 19,295,657 17,712,326
Cost of land sold 1,691,998 1,129,854 8,928 19,762
Costs relating to other operating revenues 2,251,531 2,294,850 749,302 782,614
Selling, general and administrative expenses 12,459,815 11,075,540 3,920,049 4,012,108
Interest costs incurred 8,366,544 7,899,547 2,690,646 2,749,522
Interest capitalized (deduct) (7,851,753) (7,313,929) (2,522,318) (2,573,387)
--------------- -------------- -------------- --------------
70,404,111 56,624,102 24,142,264 22,702,945
--------------- -------------- -------------- --------------
Income (loss) before provision for (benefit from)
income taxes 950,169 (913,065) 1,035,026 658,746
Provision for (benefit from) income taxes 357,366 (343,722) 389,298 247,885
--------------- -------------- -------------- --------------
Net Income (Loss) $ 592,803 $ (569,343) $ 645,728 $ 410,861
=============== ============== ============== ==============
Earnings per Class A and Class B Common Share:
Net Income (Loss) $ 0.13 $ (0.12) $ 0.14 $ 0.09
=============== ============== ============== ==============
Average Number of Class A and Class B
Common Shares Outstanding 4,625,524 4,625,524 4,625,524 4,625,524
=============== ============== ============== ==============
Dividends per Class A Common Share $ - $ - $ - $ -
=============== ============== ============== ==============
Dividends per Class B Common Share $ - $ - $ - $ -
=============== ============== ============== ==============
</TABLE>
See notes to consolidated financial statements
-3-
<PAGE> 5
ORIOLE HOMES CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
INCREASE (DECREASE) IN CASH
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
--------------------------------------
1996 1995
--------------- -----------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss) $ 592,803 $ (569,343)
Adjustments to reconcile net income to net
cash used in operating activities
Depreciation 1,014,300 926,611
Amortization 413,608 337,934
Deferred income taxes 458,375 106,095
Gain on sale of property and equipment and other assets (2,329,426) (144,142)
(Increase) decrease in operating assets
Receivables 1,778,004 914,927
Inventories (14,932,317) (16,012,371)
Other assets 965,368 (3,017,522)
Increase (decrease) in operating liabilities
Accounts payable 1,960,846 (797,705)
Customer deposits 5,498,741 1,819,597
Accrued expenses and other liabilities (2,369,762) (1,228,204)
--------------- ----------------
Total adjustments (7,542,263) (17,094,780)
--------------- ----------------
Net cash used in operating activities (6,949,460) (17,664,123)
--------------- ----------------
CASH FLOWS FROM INVESTING ACTIVITIES
Return on investment in joint venture 12,000 1,210,000
Land held for investment (13,327) (4,882)
Capital expenditures (1,545,907) (1,033,293)
Proceeds from the sale of property
and equipment and other assets 6,563,247 616,526
--------------- ----------------
Net cash provided by investing activities 5,016,013 788,351
--------------- ----------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from mortgage notes 12,800,000 149,875
Payment of mortgage notes (15,151,530) (2,507,229)
Borrowings under line of credit agreements 27,100,000 14,500,000
Repayments under line of credit agreements (24,100,000) (6,000,000)
Repurchase of senior notes (250,000) (126,000)
Issuance costs (96,236) (90,331)
Dividends paid - (993,409)
--------------- ----------------
Net cash provided by financing activities 302,234 4,932,906
--------------- ----------------
NET DECREASE IN CASH (1,631,213) (11,942,866)
CASH AT BEGINNING OF PERIOD 3,275,615 14,609,489
--------------- ----------------
CASH AT END OF PERIOD $ 1,644,402 $ 2,666,623
=============== ================
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for:
Interest (net of amount capitalized) $ 2,516,832 $ 2,603,664
Income taxes $ 619 $ 643,049
</TABLE>
See notes to consolidated financial statements
-4-
<PAGE> 6
FORM 10Q
ORIOLE HOMES CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. The consolidated balance sheet as of September 30, 1996, the related
statements of operations and cash flows for the three and nine months
ended September 30, 1996 and 1995 have been prepared by the Company
without audit. In the opinion of the management of the Company, all
adjustments (consisting of normal recurring accruals) necessary for a fair
presentation of the unaudited interim periods have been reflected herein.
Certain footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have
been omitted. It is suggested that these consolidated financial
statements be read in conjunction with the financial statements and notes
thereto included in the Company's December 31, 1995 annual report to
shareholders.
Certain balances have been reclassified to conform to the current year
presentation.
2. The results of operations for the three and nine months ended September
30, 1996 are not necessarily indicative of the results for the entire
year.
3. Affiliated Companies.
The Company does not have investments in affiliated companies.
-5-
<PAGE> 7
ORIOLE HOMES CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
4. Backlog of Contracts for Sales of Houses and Condominiums
<TABLE>
<CAPTION>
September 30, 1996 December 31, 1995
---------------------------- --------------------------
Units Amounts Units Amounts
--------- -------------- --------- --------------
<S> <C> <C> <C> <C>
Single-Family Homes 225 $ 40,993,369 115 $ 23,225,708
Multi-Family 168 23,697,733 78 12,123,361
------- -------------- ------- --------------
Total 393 $ 64,691,102 193 $ 35,349,069
======= ============== ======= ==============
</TABLE>
5. Following is a computation of earnings per share:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
9/30/96 9/30/95 9/30/96 9/30/95
------------- ------------ ---------- ------------
<S> <C> <C> <C> <C>
Net Income (Loss) $ 645,728 $ 410,861 $ 592,803 $ (569,343)
============= ============ =========== ============
Weighted average number of
common shares outstanding 4,625,524 4,625,524 4,625,524 4,625,524
============= ============ =========== ============
Earnings (loss) per share $ .14 $ .09 $ .13 $ (.12)
============= ============ =========== ============
</TABLE>
6. Credit commitments
On January 13, 1993, the Company issued its 12 1/2% Senior Notes ("Notes"), due
January 15, 2003. The Notes have a face value of $70,000,000 and were issued
at a discount of $1,930,600. The Notes are senior unsecured obligations of the
Company subject to redemption at the Company's option on or after January 15,
1995, at 105% of the principal amount of thereafter at prices declining
annually to 100% of the principal amount on or after January 15, 2001.
The indenture under which the Notes were issued requires sinking fund payments
of $17,500,000 on January 15, 2001 and January 15, 2002.
The indenture contains certain covenants that, among other things, limit the
ability of the Company to incur additional indebtedness, pay dividends or make
certain other distributions, repurchases or issuances of capital stock or
subordinated indebtedness.
On July 13, 1993, the Company entered into a secured revolving loan agreement
with a bank which provides up to $10,000,000 in short-term financing at an
interest rate of prime plus 1 1/2%. This agreement was amended August 23, 1995
to increase the line of credit to $15,000,000 and January 12, 1996 to increase
the line of credit to $20,000,000. As of September 30, 1996, the outstanding
loan balance was $11,500,000.
-6-
<PAGE> 8
GRANT THORNTON
Board of Directors
Oriole Homes Corp.
We have reviewed the accompanying consolidated balance sheet of Oriole Homes
Corp. and Subsidiaries as of September 30, 1996, and the related consolidated
statements of operations and cash flows for the three-month and nine-month
periods then ended. These financial statements are the responsibility of the
company's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical review
procedures to financial data, and making inquiries of persons responsible for
financial and accounting matters. It is substantially less in scope than an
audit conducted in accordance with generally accepted auditing standards, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying consolidated financial statements for them to be in
conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet as of December 31, 1995, and the
related consolidated statements of operations, shareholders' equity, and cash
flows for the year then ended (not presented herein) and in our report dated
February 16, 1996, we expressed an unqualified opinion on those consolidated
financial statements. In our opinion, the information set forth in the
accompanying consolidated balance sheet as of December 31, 1995, is fairly
stated, in all material respects, in relation to the consolidated balance sheet
from which it has been derived.
Grant Thornton
Miami, Florida
November 5, 1996
-7-
<PAGE> 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL POSITION
RESULTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 1996, COMPARED TO THREE MONTHS ENDED
SEPTEMBER 30, 1995
The Company's revenues from home sales remained at the same level during
the third quarter of 1996 as compared to the same period in 1995. The Company
delivered 127 homes in the 1996 quarter compared to 98 homes in the same period
of 1995. The average selling price of homes delivered decreased 22.5% (from
$220,445 to $170,884) due to the absence in the third quarter of 1996, of units
closed in an upscale condominium project completed early in 1996. The Company
entered into 146 new contracts with an aggregate value of $24.3 million in the
third quarter of 1996 compared to 113 new contracts with an aggregate dollar
value of $19.0 million in the 1995 period.
Interest, rentals and other income remained at the same level in the third
quarter of 1996 when compared to the same period of 1995.
During the 1996 third quarter Gain on Sale of Property reflects the
closing of two nonresidential properties in West Boca Raton.
Cost of Home Sales increased to $19.3 million in the third quarter of 1996
from $17.7 million in the same period of 1995 related to a larger volume of
sale of houses and condominiums. As a percentage of home sales, cost of homes
sold increased to 88.9% from 82.0%. Gross margins during the third quarter of
1996 were adversely affected by rising construction costs, amortization of
previously capitalized interest, and the Company's effort to spur sales of its
older inventory by lowering prices on these housing units.
Selling, general and administrative expenses decreased to $3.9 million in
1996 from $4.0 million in 1995, and as a percentage of total revenues,
decreased to 15.6% in the third quarter of 1996 as compared to 17.2% in the
same period of 1995.
Net income in the third quarter of 1996 amounted to $0.6 million ($0.14
per share) as compared to $0.4 million ($0.09 per share) for the same period of
1995, but net results for the third quarter of 1996 would have shown a loss of
$391,050 ($0.08 per share) but for a net profit of $1,036,778 ($0.22 per share)
resulting from the sale of nonresidential properties located in West Boca
Raton.
NINE MONTHS ENDED SEPTEMBER 30, 1996, COMPARED TO NINE MONTHS ENDED SEPTEMBER
30, 1995
The Company's revenues from home sales increased 26.7% to $62.1 million in
the nine month period of 1996 as compared to $49.0 million in the same period
of 1995. The company delivered 350 units in the first nine months of 1996 as
compared to 280 units in 1995. The average selling price of homes delivered
increased to $177,451 from $175,117. The Company entered into 550 new
contracts with an aggregate value of $91.4 million during the 1996 nine
month period compared to 377 new contracts with an aggregate value of $62.1
million in the 1995 period.
Other operating revenues increased from $2.3 million in 1995 to $2.4
million in 1996. Interest, rentals and other income remains at the same level
in 1996 when compared to the same period of 1995.
-8-
<PAGE> 10
Gain on Sale of Property and land held for investment increased to $2.3
million in 1996 from $0.1 million in 1995, reflecting the gross profit of $1.7
million resulting from the sale of nonresidential properties located in West
Boca Raton and $0.5 million from the sale of recreation leases.
Cost of Sales increased from $41.5 million in 1995 to $53.5 million in
1996 related to a larger volume of sale of houses and condominiums. As a
percentage of home sales, cost of sales increased from 84.7% in 1995 to 86.1%
in 1996 mainly due to rising construction costs, amortization of previously
capitalized interest and the Company's effort to spur sales of its older
inventory by lowering prices.
Selling, general and administrative expenses increased from $11.1 million
in 1995 to $12.5 million in 1996, but as a percentage of total revenues
decreased from 19.9% in 1995 to 17.5% in 1996.
Net income for the first nine months of 1996 reflected a profit of $0.6
million ($0.13 per share) as compared to a loss of $0.6 million ($0.12 per
share) in 1995. Net income for the 1996 period included $1.5 million ($0.31
per share) from the sale of nonresidential properties and recreation leases.
If these sales were excluded, the operating results for the nine months of 1996
would have reflected a loss of $0.9 million ($0.18 per share).
The dollar amount of the company's backlog which reflects new sales
contracts that have yet to close increased 52% to $64,691,102 (representing 393
units) as of September 30, 1996 from $42,435,043 (representing 240 units) as of
September 30, 1995. The average per unit value of the Company's backlog now
stands at $164,608, representing a decrease of 7% over $176,813 reported at the
end of the 1995 third quarter.
FINANCIAL CONDITION AND LIQUIDITY
The Company's financing needs depend primarily upon sales volume, asset
turnover, land acquisition and inventory balances. The Company has
historically financed its working capital needs from funds generated through
operations, borrowings and the issuance of common stock.
As of September 30, 1996, the Company has outstanding borrowings of
approximately $90.5 million, including $66.4 million in Senior Notes due 2003.
It had available cash and short term investments of approximately $1.7 million.
At September 30, 1996, the Company also had available funds of approximately
$8.5 million pursuant to available but unused credit facilities. The Company
believes that the funds generated from operations and its borrowing
availability under credit facilities will be sufficient to fund the Company's
foreseeable working requirements, with the possible exception of land
acquisitions.
As of September 30, 1996, the Company has invested $5,613,000 in two Joint
Ventures with a reputable South Florida building company. The Joint Venture
Agreements provide that the Company is to receive (1) a 10% return plus $4,000
as each of 112 units are sold; (2) a 15% return plus $2,800 as each developed
lot or dwelling is sold, and 5% of the gross sales price on land sales. The
Company's investment and its return are guaranteed by the other Joint Venturer
and by the principal shareholder of the Joint Venturer.
-9-
<PAGE> 11
SIGNATURES
Pursuant to the requirements of Section 13, of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
ORIOLE HOMES CORP.
(Registrant)
Date: November 8, 1996 s/ R. D. Levy
---------------------------------
R. D. Levy, Chairman of the Board
Chief Executive Officer, Director
Date: November 8, 1996 s/ A. Nunez
---------------------------------
A. Nunez, Senior Vice President
Treasurer, Chief Financial Officer,
Chief Accounting Officer, Director
-10-
<PAGE> 12
EXHIBITS
27 Financial Data Schedule (for SEC use only)
-11-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF ORIOLE HOMES CORPORATION FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 1996, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996<F1>
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 1,644,402
<SECURITIES> 0
<RECEIVABLES> 278,104
<ALLOWANCES> 0
<INVENTORY> 144,024,190
<CURRENT-ASSETS> 0
<PP&E> 33,341,481
<DEPRECIATION> (10,034,515)
<TOTAL-ASSETS> 185,687,846
<CURRENT-LIABILITIES> 0
<BONDS> 90,549,787
0
0
<COMMON> 462,553
<OTHER-SE> 67,791,699
<TOTAL-LIABILITY-AND-EQUITY> 185,687,846
<SALES> 63,742,037
<TOTAL-REVENUES> 71,354,280
<CGS> 55,177,974
<TOTAL-COSTS> 57,429,505
<OTHER-EXPENSES> 12,459,815
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 514,791
<INCOME-PRETAX> 950,169
<INCOME-TAX> 357,366
<INCOME-CONTINUING> 592,803
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 592,803
<EPS-PRIMARY> .13
<EPS-DILUTED> .13
<FN>
<F1>COMPANY REPORTS ON A NON-CLASSIFIED BALANCE SHEET.
</FN>
</TABLE>
