<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: June 30, 2000 Commission File No. 1-6963
ORIOLE HOMES CORP.
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(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
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (561) 274-2000
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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 July 24, 2000
----------------------------------------- ----------------------------------
Common Stock, Class A, par value $.10 1,863,649
Common Stock, Class B, par value $.10 2,761,875
<PAGE> 2
PART 1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ORIOLE HOMES CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
----------- ------------
(Unaudited) (Audited)
<S> <C> <C>
Cash and cash equivalents $13,226,441 $ 18,708,081
----------- ------------
Receivables
Mortgage notes -- 262,240
Inventories
Land 47,103,181 49,170,778
Homes completed or under construction 28,006,766 27,562,235
Model homes 4,611,752 3,856,810
----------- ------------
79,721,699 80,589,823
Less estimated costs of completion
included in inventories 6,725,138 7,574,038
----------- ------------
72,996,561 73,015,785
----------- ------------
Property and equipment, at cost
Land 81,544 152,448
Buildings 1,370,268 2,671,438
Furniture, fixtures and equipment 3,066,656 2,595,802
----------- ------------
4,518,468 5,419,688
Less accumulated depreciation 2,387,985 2,978,526
----------- ------------
2,130,483 2,441,162
----------- ------------
Investments in and advances to joint ventures -- 1,242,240
Land held for investment, at cost 1,857,300 1,857,300
Other
Prepaid expenses 1,696,134 1,075,934
Unamortized debt issuance costs 473,254 661,429
Other assets 2,103,152 2,776,732
----------- ------------
4,272,540 4,514,095
----------- ------------
Total assets $94,483,325 $102,040,903
=========== ============
</TABLE>
See notes to the consolidated financial statements
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<PAGE> 3
ORIOLE HOMES CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
----------- ------------
(Unaudited) (Audited)
<S> <C> <C>
Liabilities
Line of credit $ 10,000 $ 10,000
Mortgage notes payable 3,097,458 4,306,372
Accounts payable and accrued liabilities 8,440,608 8,555,721
Customer deposits 7,219,638 4,583,143
Senior notes 36,153,864 42,648,760
----------- ------------
Total liabilities 54,921,568 60,103,996
Shareholders' equity
Class A common stock, $.10 par value
Authorized - 10,000,000 shares,
issued and outstanding -
1,863,649 in 2000 and 1999,
respectively 186,365 186,365
Class B common stock, $.10 par value
Authorized - 10,000,000 shares,
issued and outstanding -
2,761,875 in 2000 and 1999,
respectively 276,188 276,188
Additional paid-in capital 19,267,327 19,267,327
Retained earnings 19,831,877 22,207,027
----------- ------------
Total shareholders' equity 39,561,757 41,936,907
----------- ------------
Total liabilities and shareholders' equity $94,483,325 $102,040,903
=========== ============
</TABLE>
See notes to the consolidated financial statements
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<PAGE> 4
ORIOLE HOMES CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended Three Months Ended
June 30, June 30,
------------------------------- -------------------------------
2000 1999 2000 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Revenues
Sales of homes $ 28,532,546 $ 44,198,085 $ 12,455,920 $ 19,581,677
Other operating revenues 56,779 1,896,685 20,502 962,629
Gain on sale of property and
equipment held for sale, net -- 3,745,618 -- 3,745,618
Gain (loss) on sale of land held for
investment and other assets, net 674,740 1,828,753 147,601 (38,638)
Interest, rentals and other income 1,151,278 1,591,405 589,584 547,748
------------ ------------ ------------ ------------
30,415,343 53,260,546 13,213,607 24,799,034
------------ ------------ ------------ ------------
Costs and Expenses
Cost of homes sold 25,704,441 39,991,093 11,579,080 17,555,700
Inventory valuation adjustment -- 2,480,695 -- 2,480,695
Costs relating to other
operating revenues 130,362 1,657,625 55,178 854,610
Selling, general and
administrative expenses 6,915,460 7,701,100 3,161,727 3,704,453
Interest costs incurred 2,744,269 3,778,822 1,306,991 1,729,796
Interest capitalized (deduct) (2,704,039) (3,537,231) (1,306,991) (1,635,204)
------------ ------------ ------------ ------------
32,790,493 52,072,104 14,795,985 24,690,050
------------ ------------ ------------ ------------
Income (loss) before provision for
(benefit from) income taxes (2,375,150) 1,188,442 (1,582,378) 108,984
Provision for (benefit from) income taxes -- -- -- --
------------ ------------ ------------ ------------
Net income (loss) $ (2,375,150) $ 1,188,442 $ (1,582,378) $ 108,984
============ ============ ============ ============
Net income (loss) per Class A and B
common share available for common
stockholders - Basic and Diluted $ (.51) $ .26 $ (.34) $ .03
============ ============ ============ ============
Weighted average number of common
stock outstanding - Basic 4,625,524 4,625,524 4,625,524 4,625,524
============ ============ ============ ============
</TABLE>
See notes to the consolidated financial statements
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<PAGE> 5
ORIOLE HOMES CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
-------------------------------
2000 1999
------------ ------------
<S> <C> <C>
Cash flows from operating activities
Net income (loss) $ (2,375,150) $ 1,188,442
Adjustments to reconcile net income (loss) to net
cash provided by operating activities
Depreciation 248,812 624,546
Amortization 315,279 386,348
Gain on sales of property and equipment
and land held for investment, net (674,740) (5,574,371)
(Increase) decrease in operating assets
Receivables 262,240 690,140
Inventories 137,030 14,546,466
Other assets 53,380 527,883
Increase (decrease) in operating liabilities
Accounts payable and accrued liabilities (115,113) (1,720,132)
Customer deposits 2,636,495 (1,010,014)
------------ ------------
Total adjustments 2,863,383 8,470,866
------------ ------------
Net cash provided by operating activities 488,233 9,659,308
------------ ------------
Cash flows from investing activities
Return on investment in joint ventures 1,242,240 26,463
Capital expenditures (876,584) (344,389)
Proceeds from the sale of property and equipment 1,495,385 19,801,556
------------ ------------
Net cash provided by investing activities 1,861,041 19,483,630
------------ ------------
Cash flows from financing activities
Payment of mortgage notes (1,603,157) (12,908,785)
Proceeds of mortgage notes 394,243 --
Repurchase of senior notes (6,622,000) (6,079,000)
------------ ------------
Net cash (used in) financing activities (7,830,914) (18,987,785)
------------ ------------
Net (decrease)increase in cash and cash equivalents (5,481,640) 10,155,153
Cash and cash equivalents at beginning of period 18,708,081 10,557,772
------------ ------------
Cash and cash equivalents at end of period $ 13,226,441 $ 20,712,925
============ ============
Supplemental disclosures of cash flow information
Cash paid during the period for:
Interest (net of amount capitalized) $ 396,518 $ 523,377
Income taxes $ -- $ --
</TABLE>
See notes to the consolidated financial statements
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<PAGE> 6
ORIOLE HOMES CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. The consolidated balance sheet as of June 30, 2000 and the related
statements of operations and cash flows for the three months and six
months ended June 30, 2000 and 1999 of Oriole Homes Corp. (together with
its consolidated subsidiaries, the "Company") have been prepared by the
Company without audit. In the opinion of 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, 1999 annual report on Form
10K.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements
and accompanying notes. Actual results could differ from those estimates.
2. The results of operations for the three months and the six months ended
June 30, 2000 are not necessarily indicative of the results for the
entire year. The Company allocates certain costs to units delivered based
upon estimates of the number of units projected to be delivered and the
associated timing of the deliveries. When it becomes apparent that the
number of deliveries in a project will vary significantly from the
estimates, the Company will revise these cost allocations, which will
affect results of operations.
3. Backlog of contracts for sales of homes:
<TABLE>
<CAPTION>
June 30, 2000 December 31, 1999
---------------------------- --------------------------
Units Amounts Units Amounts
----------- ----------- ----------- ----------
<S> <C> <C> <C> <C>
Single-family 153 $29,851,186 122 $21,888,567
Multi-family 178 23,624,231 52 7,292,293
----------- ----------- ----------- -----------
Total 331 $53,475,417 174 $29,180,860
=========== =========== =========== ===========
</TABLE>
4. Senior notes
On January 13, 1993, the Company issued 12 1/2% senior notes ("Senior
Notes"), due January 15, 2003. The Senior Notes have a face value of
$70,000,000 and were issued at a discount of $1,930,600. The Senior 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.
Under the terms of the indenture ("Indenture"), the Company must make
Senior Notes sinking fund payments of $17,500,000 by January 15, 2001 and
January 15, 2002. The Indenture also 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 June 30,
2000, the payment of cash dividends is prohibited and will be restricted
until the Company posts cumulative net income in excess of $76,900,000.
The Company has satisfied the sinking fund requirement of January 15,
2001 through prior year purchases and retirement of Senior Notes. During
the six months ended June 30, 2000, the Company repurchased $6,622,000 of
Senior Notes to be used as part of the January 15, 2002
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<PAGE> 7
ORIOLE HOMES CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
sinking fund requirement and has accumulated $15,998,000 toward the
$17,500,000 payment due January 15, 2002.
5. Line of credit
The Company may borrow up to $10,000,000 at an interest rate of prime
plus 1.5% under a revolving loan agreement (line of credit) with a bank,
secured by a mortgage on certain real property. At June 30, 2000,
$9,990,000 was available under this line of credit. The loan agreement
expires July 1, 2001.
The line of credit can be used to finance ongoing development and
construction of residential real estate and short-term capital needs and
only requires monthly interest payments. The loan agreement contains
typical restrictions and covenants, the most restrictive of which are:
a. the Company shall maintain, at all times through the life of the
loan, a consolidated tangible net worth of not less than
$39,000,000, and;
b. the Company's ability to incur additional debt is restricted.
6. Income taxes
At June 30, 2000, the Company has no deferred tax benefit related to its
net operating loss as the Company's ability to realize these benefits is
not "more likely than not" as defined by SFAS Statement No. 109
"Accounting for Income Taxes".
7. Gain on sale of property and equipment held for sale
On June 30, 1999, the Company sold a 480 unit rental apartment complex
for a gain of $3.75 million. A portion of the gross proceeds of $19.2
million was used to reduce the balance of related long-term debt by $12.2
million.
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<PAGE> 8
8. Segment information
The Company has the following two reportable segments: home building and
rental operations. The homebuilding segment develops and sells
residential properties and planned communities. The rental operations
segment consists of 23 units at June 30, 2000 and 529 units at June 30,
1999. Selected segment information is set forth below (in thousands):
<TABLE>
<CAPTION>
Six Months Ending Three Months Ending
June 30, June 30,
--------------------- ---------------------
2000 1999 2000 1999
$ $ $ $
------- ------- ------- -------
<S> <C> <C> <C> <C>
Revenues
Home Building 30,155 47,288 13,095 19,941
Rental Operations 57 1,896 21 962
Other 203 4,077 97 3,896
------- ------- ------- -------
Total 30,415 53,261 13,213 24,799
======= ======= ======= =======
Segment net income (loss)
Home Building (2,396) (2,961) (1,597) (3,805)
Rental Operations (74) 238 (35) 107
Other 95 3,911 50 3,807
------- ------- ------- -------
Total (2,375) 1,188 (1,582) 109
======= ======= ======= =======
</TABLE>
9. Commitments and 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.
The Company is also subject to the normal obligations associated with
entering into contracts for the purchase, development and sale of real
estate in the routine conduct of its business.
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<PAGE> 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
OVERVIEW
GENERAL
The results of operations for interim periods during the year are not
necessarily indictive of results of operations for the fiscal year. The Company
allocates certain costs to units delivered based upon estimates of the number of
annual units projected to be delivered and the associated timing of the
deliveries. In past years, the Company has experienced inventory valuation
adjustments reducing net income when expected deliveries fell short of
expectations. These included adjustments of $13.9 million in 1995, $21.6 million
in 1997 and $4.9 million in 1999.
RESULTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 2000 COMPARED TO THREE MONTHS ENDED JUNE 30, 1999
The Company's revenues from home sales decreased $7.1 million (36.4%)
to $12.5 million during the second quarter of 2000 as compared to the comparable
quarter of 1999 primarily as a result of a reduction in the number of homes
delivered. Oriole delivered 82 homes in the 2000 second quarter compared to 125
in the same period in 1999. The average selling price of homes delivered
decreased from $156.7 to $151.9. The number of contracts signed at 143 and the
aggregate dollar value of those contracts at $22.5 million increased in the 2000
second quarter from 113 and $18.0 million, respectively, from the same period in
1999.
Non-homebuilding revenues decreased by $4.5 million to $0.2 million
during the quarter ended June 30, 2000 compared to the same period in 1999. This
was primarily due to the 1999 sale of certain properties which had been held for
investment and a reduction in associated rental revenue as a result of the
latter sale of a 480 unit apartment complex.
Interest, rentals and other income remained at the same level during
the second quarter of 2000 as compared to the same period in 1999.
Cost of home sales for the decreased to $11.6 million (34.0%) from
$17.6 million in 1999 as a result of a decrease in the number of home delivered.
As a percentage of home sales, cost of sales increased to 93.0% from 89.7% in
the second quarter of 2000 primarily due to the Company's decision to reduce
sales prices on model homes to close out completed communities.
Selling, general and administrative expenses decreased $543,000 in
dollar value but increased as a percentage of revenues to 23.9% from 14.9% as
compared to the same period in 1999 due to the $11.6 million decrease in
revenues.
The Company incurred a net loss for the quarter ended June 30, 2000 of
$1.6 million or $0.34 per share compared to a net income of $0.1 million during
the same period in 1999. Included in the 1999 period is a non-cash pre-tax
charge of $2.5 million representing an inventory valuation adjustment affecting
the value of land inventory for approximately 84 unsold housing units located in
two developments. The Company determined that this inventory valuation
adjustment was appropriate because of its decision to lower the price for homes
in these developments to a price point lower than originally anticipated in
order to meet market conditions. The adjustment aslo reflected the adverse
effect of accumulated capitalized interest on the cost of homes.
Earnings before interest, taxes, depreciation and amortization,
(EBITDA) decreased $5.1 million in the second quarter of 2000 as compared to the
same period in 1999 primarily due to the 1999 one-time sales of certain
properties and equipment during the second quarter.
SIX MONTHS ENDED JUNE 30, 2000 COMPARED TO SIX MONTHS ENDED JUNE 30, 2000
The Company's revenues from home sales decreased $15.7 million (35.4%)
to $28.5 million during the six month period of 2000 as compared to 1999 as a
result of the number of homes delivered. Oriole delivered 179 homes in the first
six months of 2000 compared to 289 in the same period in 1999.
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<PAGE> 10
The average selling price of homes delivered increased from $152.9 to $159.4.
The number of contracts signed at 336 and the aggregate dollar value of those
contracts at $53.5 million increased in the 2000 first six months from 255 and
$39.0 million, respectively, from the same period in 1999.
Non-homebuilding revenues decreased to $0.7 million in the six month
period of 2000 from $7.5 million primarily due to the 1999 sales of certain
properties which had been held for investment.
Interest, rentals and other income decreased by $0.4 primarily as the
result of a greater gain on the repurchase of Senior Notes in 1999.
Cost of home sales decreased to $25.7 million (35.7%) in 2000 from
$40.0 million in 1999 as a result in the decrease in the number of homes
delivered. As a percentage of home sales, cost of sales decreased to 90.1% from
90.5% in the first six months of 1999. This reduction was primarily due to the
positive impact of the prior year inventory valuation adjustments.
Selling, general and administrative expenses decreased $0.8 million to
$6.9 million in the first six months of 2000 when compared to the same period in
1999. These expenses increased as a percentage of revenues to 22.7 % from 14.5%
for the same period in 1999 due to the decrease in revenues related to home
deliveries and the sales of property and equipment.
The Company's net loss for the six month period of 2000 was $2.4
million, or $0.51 per share, as compared to a net income of $1.2 million, or
$0.26 per share in the same period of 1999. Net income during this period in
1999 was decreased by a non-cash pre-tax charge of $2.5 million to write-down
the value of certain inventory to its fair market value less cost to sell and
was increased by $4.8 million due to the one-time sales of certain property and
equipment.
EBITDA decreased $8.3 million to $0.4 million in the first six months
of 2000 from $8.7 million in 1999 due to the decrease in the gain on one-time
sales of properties and equipment during this period.
LIQUIDITY AND CAPITAL RESOURCES
The Company's cash requirements vary from period to period depending
upon changes in inventory, land acquisition and development requirements,
construction in progress and, to a lesser extent, the Company's current net
income. The Company obtains funds for its cash requirements from operations, the
sale of investment property and borrowings. In connection with land acquisitions
and development, the Company may borrow money secured by land and improvements.
During the first six months of 2000, the Company used a portion of
available cash provided by operations to purchase $6.6 million of senior notes
and to pay down $1.6 million of mortgage notes. At June 30, 2000, the Company
had approximately $13.2 million in cash and cash equivalents and the
availability of substantially all of it's $10.0 million revolving line of
credit. The Company believes that these resources are sufficient to provide for
its cash requirements through June 30, 2001.
FORWARD LOOKING STATEMENTS
Certain statements made in this document, including certain statements
made in Management's Discussion and Analysis, contain "forward looking
statements" within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended,
regarding the expectations of management with respect to revenues,
profitability, marketplace conditions, adequacy of funds from operations and
regulatory conditions applicable to the Company, among other things.
Management cautions the these statements are qualified by their terms
and/or important factors, many of which are outside the control of the Company,
that could cause actual results and events to differ materially from the
statements made herein, including, but not limited to the following: changes in
consumer preferences, increases in interest rates, a reduction in labor
availability, increases in the cost of labor and materials, changes in the
regulatory environment particularly as relates to zoning and land use,
competitive pricing pressures and the general state of the economy, both
nationally and in the Company's market and unseasonable weather trends.
-9-
<PAGE> 11
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Exhibits and Reports on Form 8K
(a) Exhibits
Exhibit 10.37- Stock Option Agreement with Paul Lehrer dated May 10,
2000.
Exhibit 10.38- Stock Option Agreement with George Richards dated
May 10, 2000.
Exhibit 27- Financial Data Schedule
(b) There were no reports on Form 8-K filed for the three months ended
June 30, 2000.
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<PAGE> 12
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: July 31, 2000 /s/ R.D. Levy
--------------------------------------
R.D. Levy,
Chairman of the Board,
Chief Executive Officer,
Director
Date: July 31, 2000 /s/ J. Pivinski
--------------------------------------
J. Pivinski, Vice President - Finance,
Treasurer, Chief Financial Officer
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