<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: March 31, 1997 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: (561) 274-2000
- --------------------------------------------------------------------------------
Former name, former address and former fiscal year,
if changed since last report.
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days. Yes |X| No
Indicate the number of shares outstanding of each of the issuers classes of
common stock, as of the close of the period covered by this report.
Class Outstanding at March 31, 1997
- ------------------------------------------ ---------------------------------
Common Stock, Class A, par value $.10 1,874,949
Common Stock, Class B, par value $.10 2,750,575
<PAGE> 2
ORIOLE HOMES CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
ASSETS
<TABLE>
<CAPTION>
March 31, December 31,
1997 1996
(Unaudited) (Audited)
----------- ------------
<S> <C> <C>
Cash and cash equivalents $ 2,515,724 $ 2,409,376
------------ ------------
Receivables:
Mortgage notes 276,237 277,205
Due at closing -- --
Income taxes 2,398,914 2,398,914
------------ ------------
2,675,151 2,676,119
Inventories:
Land 81,021,965 90,105,428
Houses and condominiums completed or
under construction 51,883,306 51,080,872
Model houses and condominiums 5,745,996 4,776,274
------------ ------------
138,651,267 145,962,574
Less: Estimated costs of completion
included in inventories 11,931,033 14,184,967
------------ ------------
126,720,234 131,777,607
------------ ------------
Property and equipment (at cost):
Land 7,046,758 7,046,758
Buildings 20,655,113 20,728,053
Furniture, fixtures and equipment 4,869,546 4,724,882
------------ ------------
32,571,417 32,499,693
Less: Accumulated depreciation 9,957,166 9,648,463
------------ ------------
22,614,251 22,851,230
------------ ------------
Other:
Prepaid expenses 3,228,419 2,709,076
Unamortized debt issuance costs 1,717,278 1,810,237
Investment in and advances to joint ventures 6,265,000 6,531,000
Land held for investment (at cost) 2,346,772 2,346,772
Other assets 3,893,867 2,434,473
------------ ------------
17,451,336 15,831,558
------------ ------------
Total Assets $171,976,696 $175,545,890
============ ============
</TABLE>
See notes to consolidated financial statements
-1-
<PAGE> 3
ORIOLE HOMES CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
LIABILITIES AND SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
March 31, December 31,
1997 1996
(Unaudited) (Audited)
----------- ------------
<S> <C> <C>
Liabilities:
Line of credit $ 7,300,000 $ 2,700,000
Mortgage notes payable 12,592,086 12,641,501
Accounts payable 10,221,467 10,742,182
Customer deposits 11,057,970 7,583,571
Accrued expenses and other liabilities 4,667,879 6,588,489
Deferred income taxes 1,888,345 1,387,473
12 1/2% Senior Notes due January 15, 2003,
net of $1,266,873 discount in 1997 and
$1,308,064 discount in 1996 66,197,127 66,155,936
------------ ------------
Total Liabilities 113,924,874 107,799,152
Shareholders' Equity:
Class A common stock, $.10 par value
Authorized - 10,000,000 shares
Issued and outstanding -
1,874,949 in 1997 and in 1996 187,495 187,495
Class B common stock, $.10 par value
Authorized - 10,000,000 shares
Issued and outstanding -
2,750,575 in 1997 and in 1996 275,058 275,058
Additional paid-in capital 19,267,327 19,267,327
Retained earnings 38,321,942 48,016,858
------------ ------------
Total Shareholders' Equity 58,051,822 67,746,738
------------ ------------
Total Liabilities and Shareholders' Equity $171,976,696 $175,545,890
============ ============
</TABLE>
See notes to consolidated financial statements
-2-
<PAGE> 4
ORIOLE HOMES CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
-------------------------------
1997 1996
------------ ------------
<S> <C> <C>
Revenues:
Sale of houses and condominiums $ 19,778,548 $ 16,700,443
Sale of land 5,500 712,356
Other operating revenues 735,378 776,822
Interest, rentals and other income 903,505 848,573
Gain on sale of property and land held for investment, net 113 20,360
------------ ------------
21,423,044 19,058,554
------------ ------------
Costs and Expenses:
Cost of houses and condominiums sold 17,798,157 14,305,086
Inventory valuation adjustment 8,700,000 --
Cost of land sold 3,246 652,459
Costs relating to other operating revenues 713,423 731,080
Selling, general and administrative expenses 4,365,101 4,240,219
Interest costs incurred 2,587,415 2,865,659
Interest capitalized (deduct) (2,399,802) (2,679,940)
------------ ------------
31,767,540 20,114,563
------------ ------------
Loss before benefit from income taxes (10,344,496) (1,056,009)
Benefit from income taxes (649,580) (397,557)
------------ ------------
Net Loss $ (9,694,916) $ (658,452)
============ ============
Loss per Class A and B Common Share:
Net Loss $ (2.10) $ (.14)
============ ============
Average Number of Class A and Class B
Common Shares Outstanding 4,625,524 4,625,524
============ ============
Dividends per Class A Common Share $ -- $ --
============ ============
Dividends per Class B Common Share $ -- $ --
============ ============
</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>
Three Months Ended
March 31,
--------------------------------
1997 1996
------------- ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss $ (9,694,916) $ (658,452)
Adjustments to reconcile net loss to net
cash used in operating activities
Depreciation 345,571 322,294
Amortization 134,150 131,955
Deferred income taxes 500,872 448,942
Gain on sale of property and equipment and other assets (113) (20,360)
(Increase) decrease in operating assets
Receivables 968 303,679
Inventories (3,575,586) (8,184,120)
Inventory valuation adjustment 8,700,000 --
Other assets (1,978,737) (1,315,023)
Increase (decrease) in operating liabilities
Accounts payable (520,715) 3,058,791
Customer deposits 3,474,399 2,386,400
Accrued expenses and other liabilities (1,920,610) (3,414,366)
------------ ------------
Total adjustments 5,160,199 (6,281,808)
------------ ------------
Net cash used in operating activities (4,534,717) (6,940,260)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Return on investment in joint venture 266,000 --
Capital expenditures (245,345) (755,304)
Proceeds from the sale of property
and equipment and other assets 69,825 170,835
------------ ------------
Net cash provided by (used in) investing activities 90,480 (584,469)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from mortgage notes -- 12,800,000
Payment of mortgage notes (49,415) (14,361,494)
Borrowings under line of credit agreements 8,100,000 11,500,000
Repayments under line of credit agreements (3,500,000) (2,500,000)
Issuance costs -- (96,236)
------------ ------------
Net cash provided by financing activities 4,550,585 7,342,270
------------ ------------
NET INCREASE (DECREASE) IN CASH 106,348 (182,459)
CASH AT BEGINNING OF PERIOD 2,409,376 3,275,615
------------ ------------
CASH AT END OF PERIOD $ 2,515,724 $ 3,093,156
============ ============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for:
Interest (net of amount capitalized) $ 2,254,672 $ 2,269,324
Income taxes $ -- $ 349
</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 March 31, 1997, the related
statements of operations and cash flows for the three months ended
March 31, 1997 and 1996 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, 1996 annual report
to shareholders.
Certain balances have been reclassified to conform to the current year
presentation.
2. The results of operations for the three months ended March 31, 1997 are
not necessarily indicative of the results for the entire year.
3. Affiliated Companies.
The Company does not have investments in affiliated companies.
4. Inventory Valuation Adjustment.
The Company recorded, in the first quarter 1997, an inventory valuation
adjustment of $8,700,000 or $1.88 per common share related to the
write-down of certain land inventory to its estimated net realizable
value. The write-down pertains to land inventory for approximately
1,000 unsold housing units located in five developments
-5-
<PAGE> 7
ORIOLE HOMES CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
5. Backlog of Contracts for Sales of Houses and Condominiums
<TABLE>
<CAPTION>
March 31, 1997 December 31, 1996
---------------------------- -----------------------------
Units Amounts Units Amounts
----------- ----------- ----------- ------------
<S> <C> <C> <C> <C>
Single-Family Homes 219 $40,519,857 173 $32,115,231
Multi-Family 189 24,737,313 93 12,695,047
----------- ----------- ----------- -----------
Total 408 $65,257,170 266 $44,810,278
=========== =========== =========== ===========
</TABLE>
6. Following is a computation of earnings per share:
<TABLE>
<CAPTION>
Three Months Ended
--------------------------------
3/31/97 3/31/96
-------------- -----------
<S> <C> <C>
Net Loss $ (9,694,916) $ (658,452)
============== ===========
Weighted average number of
common shares outstanding 4,625,524 4,625,524
============== ===========
Loss per share $ (2.10) $ (.14)
============== ===========
</TABLE>
7. Credit commitments
On January 13, 1993, the Company issued its 12 1/2% Senior Notes
("Notes"), due January 15, 2003. The Notes have a face value of
$70,000,000 and were issued at a discount of $1,930,600. The Notes are
senior unsecured obligations of the Company subject to redemption at
the Company's option on or after January 15, 1998, at 105% of the
principal amount and thereafter at prices declining annually to 100% of
the principal amount on or after January 15, 2001.
The indenture under which the Notes were issued requires sinking fund
payments of $17,500,000 on January 15, 2001 and January 15, 2002.
The indenture contains certain covenants that, among other things,
limit the ability of the Company to incur additional indebtedness, pay
dividends or make certain other distributions, repurchases or issuances
of capital stock or subordinated indebtedness.
On July 13, 1993, the Company entered into a secured revolving loan
agreement with a bank which provides up to $10,000,000 in short-term
financing at an interest rate of prime plus 1 1/2%. 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. On
May 9,1997, the agreement was amended to reduce the line of credit to
$10,000,000 and also to reduce the consolidated tangible net worth
requirement to $58,000,000 as of March 31, 1997. As of March 31, 1997,
the outstanding loan balance was $7,300,000.
-6-
<PAGE> 8
Grant Thornton LLP
Certified Public Accountants
777 Brickell Avenue
Suite 1200
Miami, FL 33131-2867
Board of Directors
Oriole Homes Corp.
We have reviewed the accompanying consolidated balance sheet of Oriole Homes
Corp. and Subsidiaries as of March 31, 1997, and the related consolidated
statements of operations and cash flows for the three-month period then ended.
These financial statements are the responsibility of the company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical review procedures to
financial data, and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such 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, 1996, 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
March 7, 1997, 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, 1996, is fairly
stated, in all material respects, in relation to the consolidated balance sheet
from which it has been derived.
Grant Thornton LLP
Miami, Florida
May 8, 1997
-7-
<PAGE> 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL POSITION
RESULTS OF OPERATIONS.
THREE MONTHS ENDED MARCH 31, 1997 COMPARED TO THREE MONTHS ENDED MARCH 31, 1996
The Company's revenues from home sales increased to $19.8 million (18.4%) during
the first quarter of 1997 as compared to the same period of 1996. The Company
delivered 120 homes in the 1997 first quarter compared to 98 in the same period
of 1996. The average selling price of homes delivered decreased 3.3% (from
$170,413 to $164,821). The Company entered into 262 new contracts with an
aggregate value of $40.2 million in the first quarter of 1997 compared to 220
new contracts with an aggregate value of $36.7 million in the 1996 period.
The Company's backlog has increased from $55.3 million as of March 31, 1996 to
$65.3 million as of March 31, 1997. Favorable interest rates and a more
aggressive merchandising program contributed to a larger number of new
contracts.
Other operating revenues and interest, rentals and other income remained at the
same level of the 1996 period.
As a percentage of home sales, cost of homes sold increased to 90.0% from 85.7%.
Gross margins during the first quarter of 1997 were adversely affected by
increases in construction costs, accumulated capitalized interest and the
reduction of selling prices caused by market conditions.
Selling, general and administrative expenses reflected a small increase in the
1997 period as compared to the 1996 first quarter, but as a percentage of total
revenues, these expenses decreased to 20.4% from 22.2% in the same period of
1996.
The Company incurred a net loss for the quarter ended March 31, 1997 of $9.7
million or $2.10 per share compared to a net loss of $658,452 or $.14 per share
during the same period in 1996. Included in the 1997 period is a noncash pretax
writedown of $8.7 million representing an inventory valuation adjustment
affecting the carrying cost of land inventory for approximately 1,000 unsold
housing units located in five developments. The Company determined that this
inventory valuation adjustment was appropriate because it would have to
continue selling homes in these developments at prices lower than originally
anticipated in order to meet market conditions, while construction cost
increases and accumulated capitalized interest adversely affect the cost of
goods sold.
FINANCIAL CONDITION AND LIQUIDITY
The Company's financing needs depend primarily upon sales volume, asset
turnover, land acquisition and inventory balances. The Company has historically
financed its working capital needs through funds generated from operations,
borrowings and the issuance of common stock. As of March 31, 1997 the Company
has a $20.0 million revolving line of credit which expires July 1, 1997, of
which $12.7 million was available at a rate of prime plus 1.5%.
PART II - OTHER INFORMATION
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
The March 31, 1997 unaudited Financial Statements included in this form 10-Q
have been reviewed by Grant Thornton LLP in accordance with established
professional standards and procedures for such a review.
(a) There were no reports on Form 8-K for the three months ended March 31,
1997.
-8-
<PAGE> 10
SIGNATURES
----------
Pursuant to the requirements of Section 13, of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
ORIOLE HOMES CORP.
(Registrant)
Date: May 13, 1997 s/ R.D. Levy
- -------------------------------- -----------------------------------
R.D. Levy,
Chairman of the Board,
Chief Executive Officer,
Director
Date: May 13, 1997 s/ A. Nunez
- -------------------------------- -----------------------------------
A. Nunez, Senior Vice President
Treasurer, Chief Financial Officer,
Chief Accounting Officer, Director
-9-
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 2,515,724
<SECURITIES> 0
<RECEIVABLES> 2,675,151
<ALLOWANCES> 0
<INVENTORY> 126,720,234
<CURRENT-ASSETS> 0
<PP&E> 32,571,417
<DEPRECIATION> (9,957,166)
<TOTAL-ASSETS> 171,976,696
<CURRENT-LIABILITIES> 0
<BONDS> 86,089,213
0
0
<COMMON> 462,553
<OTHER-SE> 57,589,269
<TOTAL-LIABILITY-AND-EQUITY> 171,976,696
<SALES> 19,784,048
<TOTAL-REVENUES> 21,423,044
<CGS> 17,801,403
<TOTAL-COSTS> 27,214,826
<OTHER-EXPENSES> 4,365,101
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 187,613
<INCOME-PRETAX> (10,344,496)
<INCOME-TAX> (649,580)
<INCOME-CONTINUING> (9,694,916)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (9,694,916)
<EPS-PRIMARY> (2.10)
<EPS-DILUTED> (2.10)
</TABLE>
