INTERNATIONAL AMERICAN HOMES INC
10-Q, 1995-08-04
OPERATIVE BUILDERS
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- -----------------------------------------------------------------------------

                    SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C.  20549
                            ---------------

                               FORM 10-Q


(MARK ONE)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
    ACT OF 1934
                   FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1995

                                        OR

[ ] TRANSITION REPORT  PURSUANT  TO  SECTION  13 OR 15(D) OF THE SECURITIES
    EXCHANGE ACT OF 1934
               FOR THE TRANSITION PERIOD FROM           to

                          Commission File Number 0-13800


                        INTERNATIONAL AMERICAN HOMES, INC.
               (Exact name of registrant as specified in its charter)


           DELAWARE                                         22-2472608
(State or other jurisdiction of                (I.R.S. Employer Identification
incorporation or organization)                  Number)


               6001 MONTROSE ROAD, ROCKVILLE, MARYLAND  20852
                           (Address of principal executive offices) (Zip Code)

     Registrant's telephone number, including area code:  (301) 231-8745


                               NOT APPLICABLE
(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  (or  for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.   Yes  <check-mark>    No


                 APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

      Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13,  or  15(d)  of  the  Securities
Exchange Act of 1934 subsequent to the distribution of securities under  a plan
confirmed by a court.  Yes  <check-mark>    No


      As of July 31, 1995, the number of shares outstanding of the registrant's
common stock, par value $.01, was 2,612,132.  After giving effect to the future
issuance  of  112,263  shares  of  common  stock  to creditors, pursuant to the
Company's confirmed Plan of Reorganization, the aggregate  number  of shares of
common stock outstanding will be 2,724,395.

- ------------------------------------------------------------------------------

                          Total number of pages: 15

<PAGE>

                                  Page 2



                     INTERNATIONAL AMERICAN HOMES, INC.

                              AND SUBSIDIARIES

                                  INDEX

                                                                           PAGE

Part I.  Financial Information:

Item 1.  Consolidated Financial Statements

         Consolidated Balance Sheets (Unaudited) as of June 30, 1995 and
         March 31, 1995 .................................................... 3

         Consolidated   Statements   of  Income  and  Retained  Earnings
         (Unaudited) for the three months  ended  June 30, 1995 and 1994.....5

         Consolidated Statements of Cash Flows (Unaudited) for the three
         months ended June 30, 1995 and 1994 ............................... 6

         Notes to Consolidated Financial Statements (Unaudited)............. 7

Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations ............................................ 11

Part II. Other Information:

Item 6.  Exhibits and Reports on Form 8-K ................................. 13

Signatures ................................................................ 14



<PAGE>

                             Page 3




Part I.  Financial Information


                                  ITEM 1

                     CONSOLIDATED FINANCIAL STATEMENTS



                     INTERNATIONAL AMERICAN HOMES, INC.
                              AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEETS
                           (Dollars in thousands)
                                 (Unaudited)


                                   ASSETS



                                       June 30, 1995       March 31, 1995
                                       -------------       --------------


CASH AND SHORT-TERM INVESTMENTS
   ($482 and $457 restricted)               $  1,369             $  1,938

RECEIVABLES                                    1,114                  444

REAL ESTATE INVENTORY                         17,304               16,997

COLLATERAL FOR BONDS PAYABLE                   7,403                7,620

PROPERTY AND EQUIPMENT - less 
accumulated depreciation of 
$172 and $162                                    102                  106

OTHER ASSETS                                     568                  583
                                            --------             --------
      TOTAL ASSETS                          $ 27,860             $ 27,688
                                            ========             ========







The  accompanying notes to consolidated financial statements  are  an  integral
part of these statements.

<PAGE>

                             Page 4




                     INTERNATIONAL AMERICAN HOMES, INC.
                              AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEETS
                           (Dollars in thousands)
                                 (Unaudited)
<TABLE>
<CAPTION>


                    LIABILITIES AND STOCKHOLDERS' EQUITY

                                                                June 30, 1995          March 31, 1995
                                                                -------------          --------------
<S>                                                             <C>                    <C>         
MORTGAGE NOTES AND LOANS PAYABLE
  Construction and mortgage notes 
    secured by real estate inventory                                $  10,061                $  9,664

  Other secured notes payable                                              42                      60
                                                                     --------                --------
                                                                       10,103                   9,724

BONDS PAYABLE                                                           7,148                   7,362

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES                                4,612                   4,908

CUSTOMER DEPOSITS                                                         179                     183
                                                                      -------                --------
      Total Liabilities                                                22,042                  22,177
                                                                      -------                --------

PREFERRED STOCK - $.01 par value, 4,000,000 shares                          -                       -
authorized, none issued

COMMON STOCK - $.01 par value, 10,000,000 shares authorized,
2,894,343 shares issued including 112,263 shares to be
issued to creditors                                                        29                      29

ADDITIONAL PAID-IN CAPITAL                                              2,348                   2,348

RETAINED EARNINGS                                                       3,443                   3,136

TREASURY STOCK - 169,948 shares                                           (2)                     (2)
                                                                      -------                  ------
      Total Stockholders' Equity                                        5,818                   5,511
                                                                      -------                  ------

      TOTAL LIABILITIES AND                                          $ 27,860                $ 27,688
      STOCKHOLDERS' EQUITY                                           ========                ========






The accompanying  notes  to  consolidated  financial statements are an integral
part of these statements.

<PAGE>

                             Page 5


                     INTERNATIONAL AMERICAN HOMES, INC.
                              AND SUBSIDIARIES
          CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
              (Dollars in thousands, except per share amounts)
                                 (Unaudited)


</TABLE>
<TABLE>
<CAPTION>
                                                  Three Months              Three Months
                                                     Ended                     Ended
                                                 June 30, 1995             June 30, 1994
                                                 -------------             -------------
<S>                                              <C>                       <C>
REVENUES
  Home sales                                           $ 14,611                 $ 10,168
  Interest and other income                                 209                      281
                                                       --------                 --------
                                                         14,820                   10,449
                                                       ========                 ========
COSTS AND EXPENSES
  Cost of home sales                                     12,617                    8,449
  Selling, general and administrative                     1,664                    1,241
  Interest                                                  202                      270
  Depreciation                                               10                       20
                                                       --------                 --------
                                                         14,493                    9,980
                                                       --------                 --------

INCOME BEFORE INCOME TAXES                                  327                      469
PROVISION FOR INCOME TAXES                                   20                      180
                                                       --------                 --------
NET INCOME                                                  307                      289
RETAINED EARNINGS BEGINNING OF PERIOD                     3,136                    2,049
                                                       --------                 --------
RETAINED EARNINGS END OF PERIOD                        $  3,443                $   2,338
                                                       ========                =========

PER SHARE DATA (Primary and Fully Diluted)
  Net income                                           $    .11                $     .11
                                                      =========                =========
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
  Primary and fully diluted                           2,724,395                2,724,395
                                                      =========                =========

</TABLE>





The accompanying notes to consolidated financial  statements  are  an  integral
part of these statements.

<PAGE>

                             Page 6




                     INTERNATIONAL AMERICAN HOMES, INC.
                              AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (Dollars in thousands)
                                 (Unaudited)

<TABLE>
<CAPTION>
                                                             Three Months Ended         Three Months Ended
                                                                June 30, 1995              June 30, 1994
                                                             ------------------         ------------------
<S>                                                               <C>                        <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                                            $   307                   $    289
  Adjustments to reconcile net income to net cash
  provided by operating activities:
     Depreciation                                                            10                         20
  Changes in operating assets and liabilities
     Increase in receivables                                              (670)                      (462)
     Increase in real estate inventory                                    (307)                    (2,594)
     Decrease in collateral for bonds payable                               217                        337
     Decrease in accounts payable and accrued liabilities                 (296)                      (388)
     Decrease (increase) in customer deposits                               (4)                         55
     Decrease in other assets                                                15                        128
                                                                       --------                   --------
Net cash used in operating activities                                     (728)                    (2,615)
                                                                       --------                   --------

CASH FLOWS USED IN INVESTING ACTIVITIES:
  Property and equipment, net                                               (6)                       (15)
                                                                       --------                   --------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from mortgage notes and loans payable                          8,753                      6,433
  Payments of mortgage notes and loans payable                          (8,374)                    (5,465)
  Repayments of bonds payable - finance subsidiaries                      (214)                      (308)
                                                                       --------                   --------
Net cash provided by financing activities                                   165                        660
                                                                       --------                   --------

NET DECREASE IN CASH AND EQUIVALENTS                                      (569)                    (1,970)
CASH AND EQUIVALENTS BEGINNING OF PERIOD                                  1,938                      3,353
                                                                       --------                   --------
CASH AND EQUIVALENTS END OF PERIOD                                     $  1,369                   $  1,383
                                                                       ========                   ========
</TABLE>




The  accompanying  notes  to  consolidated financial statements are an integral
part of these statements.

<PAGE>

                             Page 7


                     INTERNATIONAL AMERICAN HOMES, INC.
                              AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED


NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

International American Homes, Inc.  (the  "Company") was incorporated under the
laws of the State of Delaware on April 27,  1983.   The  Company,  through  its
subsidiaries,  designs,  builds,  and  sells single-family homes and townhomes.
The  Company  currently  conducts  its  building   activities  in  Metropolitan
Washington, D.C. and Greater Tampa, Florida.

The interim consolidated financial statements have been prepared without audit.
In  the  opinion of management, all adjustments for interim  periods  presented
have been made (which include only normal recurring accruals and deferrals) for
a fair presentation  of consolidated financial position, results of operations,
and cash flows.  The consolidated  financial  statements  and  condensed  notes
should  be  read  in conjunction with the Consolidated Financial Statements and
Notes thereto included  in  the  Company's  latest  Annual Report on Form 10-K.
Results for interim periods are not necessarily indicative of the results which
might be expected for a full year.

Certain  amounts in the prior period's consolidated financial  statements  have
been reclassified to conform with the current period's presentation.


NOTE 2 - REORGANIZATION UNDER CHAPTER 11

On April 16,  1990,  the  Company  and certain of its wholly-owned subsidiaries
filed voluntary petitions (the "Bankruptcy Petitions") for relief under Chapter
11, Title 11 of the United States Code in the United  States  Bankruptcy  Court
for  the  District  of New Jersey  (the  "Bankruptcy Court").   Certain related
partnerships filed  similar  petitions  in  the  same Court in 1990  and  1991.
Under  the bankruptcy proceeding, substantially all claims against the  Company
as of the  date  of  the  filing  of  the  Bankruptcy Petitions   were   stayed
while   the   Company  continued  operations  as  a debtor-in-possession.

A Third Amended Joint Plan of Reorganization dated June 29, 1992 was filed with
the Bankruptcy Court.  A Second Amended Disclosure  Statement  with  respect to
the  Third  Amended  Joint  Plan  of  Reorganization  and  exhibits thereto was
approved by Bankruptcy Court Order dated June 29, 1992.  On  August  12,  1992,
the  Bankruptcy  Court entered an order confirming the Third Amended Joint Plan
of Reorganization.   On October 29, 1992, the Bankruptcy Court approved certain
technical modifications to the Third Amended Joint Plan of Reorganization to be
effective as of August 12, 1992.  A Fourth Amended Joint Plan of Reorganization
dated November 17, 1992,  containing  those  technical modifications, was filed
with the Bankruptcy Court.  (The Third Amended Joint Plan of Reorganization and
the Fourth Amended Joint Plan of Reorganization are collectively referred to as
the "Plan" or the "Plan of Reorganization.")

The  Plan  provides  for  an  initial  cash  distribution   to   creditors   of
approximately  $4,700,000  less  administrative  expenses.   The  Plan  further
provides for subsequent distributions equal to 50 percent of future cash  flows
(as  defined in the Plan), if any, for the periods ending June 30, 1994 through
June 30,  1998.  The Plan also provides for the issuance of 2,043,296 shares of
the Company's  common  stock  to the creditors resulting in the dilution of the
existing stockholders to 25 percent  of  the  common  stock  outstanding  after
issuance of the additional shares to the creditors.

<PAGE>

                             Page 8

The  Company made partial initial distributions of cash amounting to $3,741,000
and issued  1,931,033  shares  of  the  Company's common stock to the creditors
through  June 30, 1995.  The Company anticipates  that  the  remainder  of  the
initial cash distribution amounting to approximately $290,000 and the remaining
112,263 shares  of  stock  will  be  distributed  to the creditors once certain
remaining disputed claims are resolved.

The  Company has calculated the cash flow (as defined  in  the  Plan)  for  the
period  ended on June 30, 1995 and has determined that there was no excess cash
flow (as  defined  in the Plan) for that period and accordingly no distribution
to creditors was required.

The accompanying financial  statements  reflect  the  estimated  effect  of the
reorganization,  including the settlement of liabilities and other claims,  the
estimated present value of future cash distributions to creditors of $1,322,000
and the issuance of 112,263 additional shares of common stock.


NOTE 3 - STATEMENTS OF CASH FLOWS

For purposes of the  statements  of cash flows, the Company generally considers
all highly liquid instruments purchased  with  an  original  maturity  of three
months  or  less  to  be cash equivalents. The Company paid interest and income
taxes as follows (in thousands):



             Period                     Interest      Income Taxes
- --------------------------------        --------      ------------

Three months ended June 30, 1995           $ 556              $ 21
Three months ended June 30, 1994             507                42



NOTE 4 - INTEREST INCLUDED IN COST OF SALES

Interest included in cost of sales is as follows (in thousands):



              Period                              Interest
- --------------------------------                  --------

Three months ended June 30, 1995                     $ 356
Three months ended June 30, 1994                       269



<PAGE>

                             Page 9

NOTE 5 - CONDENSED FINANCIAL STATEMENTS OF CONSOLIDATED FINANCE SUBSIDIARIES

The  Company's wholly-owned  finance  subsidiaries  were  established  to  sell
collateralized   mortgage   obligations   through   participation   in  various
multi-builder bond programs.  In these sales, which last occurred in  1987, the
Company  originated  and  pooled  mortgage  loans  which  were  then pledged as
collateral for bonds payable.  The interest  rates on the mortgage  loans  that
comprise  the  collateral  for  bonds payable  roughly equate with the interest
rates on the related bonds payable.

Condensed financial information is as follows (in thousands):




                           Condensed Balance Sheets  


                                              June 30,1995      March 31, 1995 
                                              ------------      --------------
Assets:
   Collateral for bonds payable                    $ 7,403             $ 7,620
   Other assets                                         11                   9
                                                   -------             -------
                                                   $ 7,414             $ 7,629
                                                   =======             =======


Liabilities and Equity:
    Bonds payable                                  $ 7,148             $ 7,362
    Equity and intercompany advances                   266                 267
                                                   -------             -------
                                                   $ 7,414             $ 7,629
                                                   =======             =======






                        Condensed Statements of Operations  
                                       

                                   Three Months                 Three Months
                                     Ended                          Ended
                                   June 30, 1995                June 30, 1994
                                   -------------                -------------

Revenues                                   $ 182                        $ 261
                                           =====                        =====
Income before income taxes                 $   6                        $   5
                                           =====                        =====


<PAGE>

                             Page 9



NOTE 6 - COMMITMENTS AND CONTINGENCIES

At June 30, 1995, the Company had commitments to purchase 772 finished building
lots at a total purchase price of  approximately  $25,268,000, over a four year
period.  Substantial deposits will be forfeited if  the  Company  is  unable to
satisfy these commitments.

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 financial position or the results of operations.


NOTE 7 - COMMON STOCK

At  the  1994  Annual Meeting of Stockholders, which was held on September  13,
1994, the stockholders  approved  a proposal to adopt  certain  amendments (the
"Amendments") to the Company's  Restated  Certificate of Incorporation  (i)  to
effect a 1-for-10 reverse stock split of the  Company's issued and  outstanding
common  stock  (the "Reverse Stock Split")  and (ii)  to  change  the number of
authorized  shares  of  common  stock  from  30  million  to  10  million.  The
Amendments  did  not change the par value of the common stock which remained at
$.01  per share.  The  Amendments  became  effective  on  May 31, 1995 with the
filing  of  a Certificate  of Amendment with the Secretary of State of Delaware
on May 31, 1995.  The  effect of the Reverse Stock Split has been retroactively
reflected in the statements for all periods presented.

Under the Plan of Reorganization, 2,043,296 shares of common stock, as adjusted
for the Reverse  Stock Split, were to be issued pro rata to the creditors which
would represent 75%  of  the  outstanding  common stock after issuance of those
shares.  1,931,033 of those shares have been  issued  and the remaining 112,263
shares  will  be distributed to the creditors once certain  remaining  disputed
claims are resolved.

Income per share  is  based  on  the number of shares outstanding including the
additional shares to be issued pursuant to the Plan.



<PAGE>

                             Page 11


                                   ITEM 2

              MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                     CONDITION AND RESULTS OF OPERATIONS


THE PLAN OF REORGANIZATION

See  Note  2,  "Reorganization Under  Chapter  11"  of  Notes  to  Consolidated
Financial Statements of the Company appearing elsewhere in this report.


RESULTS OF OPERATIONS

The following table  sets  forth  certain  information  with  respect  to homes
delivered  and  homes  sold  during the periods presented as well as homes sold
under contract but not delivered  ("Backlog")  at  the  dates shown (dollars in
thousands).


                                              Three Months Ended
                                                    June 30,
                                  ----------------------------------------
                                       1995                           1994
                                  ---------                      ---------
Homes delivered
  Units                                  97                             74
  Home sales revenue               $ 14,611                      $  10,168
  Average sales price               $ 150.6                        $ 137.4
Homes sold
  Units                                  78                             93
  Sales value                      $ 10,924                       $ 15,053
  Average sales price               $ 140.1                        $ 161.9


                                                     June 30,
                                   ---------------------------------------
                                       1995                           1994
                                   --------                       --------
Backlog
  Units                                 102                            130
  Sales value                      $ 17,338                       $ 22,378
  Average sales price               $ 170.0                        $ 172.1



The increase in home sales revenues for the three months  ended  June  30, 1995
compared  to  the  three  months ended June 30, 1994 results primarily from  an
increase in the number of homes delivered but is also due to an increase in the
percentage  of homes delivered  in  Metropolitan  Washington,  D.C., where  the
average sales price is higher than in Greater Tampa, Florida, and to  increases
in the average sales price of homes delivered.


<PAGE>

                             Page 12


The  Company  realized a decrease in the number of homes sold during the  three
months ended June  30,  1995  compared to the three months ended June 30, 1994.
The average sales price of the  homes sold also decreased as did the Backlog at
June 30, 1995 when compared to June  30,  1994.   The decrease in the number of
homes  sold  is  due primarily to a decrease in the number  of  homes  sold  in
Metropolitan Washington,  D.C.  where  the  effects of rising mortgage interest
rates  and  uncertain  local  economic conditions have negatively  impacted the
level of home sales in general.  The decrease in the average sales price of the
homes  sold  is  attributable to a larger proportion of sales in Greater Tampa,
Florida, where prices are lower.

The  Backlog at June 30, 1995 and at June  30,  1994  includes  $2,202,000  and
$5,510,000 of contingent contracts, respectively.

The following  table sets forth, for the periods indicated, certain information
regarding the Company's operations (dollars in thousands).
<TABLE>
<CAPTION>
                                                               Three Months Ended June 30,
                                               --------------------------------------------------------------
                                                         1995                                   1994
                                               ------------------------             -------------------------
                                                Dollars            %                  Dollars            %
                                               ---------         ------             ----------         ------
<S>                                           <C>              <C>                 <C>               <C>
Home sales revenues                             $ 14,611         100.0%              $  10,168         100.0%
Cost of home sales                                12,617           86.4                  8,449           83.1
Gross profit                                       1,994           13.6                  1,719           16.9
Selling, general and administrative                1,664           11.4                  1,241           12.2
expenses
Pre-tax profit                                       327            2.2                    469            4.6

</TABLE>


While gross profit  increased for the three months ended June 30, 1995 compared
to the three months ended  June  30, 1994, gross profit as a percentage of home
sales revenue decreased from 16.9%  to 13.6%.  This percentage decrease results
primarily  from  comparative increases  in  developed  lot  costs  as  well  as
increases in other  construction  costs.   These  cost  increases  could not be
recouped  through  higher  sales  prices  due to the strong competition in  the
markets where the Company operates.

Selling, general and administrative expenses  for  the  three months ended June
30, 1995 increased when compared with the prior comparable period but decreased
as  a percentage of the related home sales revenue.  The increase  in  selling,
general  and  administrative expenses is due to the increase in sales while the
percentage decrease results primarily from the more efficient absorption of the
fixed components  of  selling,  general and administrative expenses over higher
revenues.

The change in pre-tax profit for the  three months ended June 30, 1995 compared
to the three months ended June 30, 1994 is a reflection of the changes in gross
profit and in selling, general and administrative expenses.

The level of mortgage interest rates and uncertain local economic conditions in
the areas where the Company operates have adversely affected sales of new homes
and the level of gross profit.  The Company is unable to predict the  extent to
which such factors will continue to  adversely affect the Company's  operations
in the future.

Interest and other income includes $182,000  and  $261,000 and interest expense
includes $173,000 and $250,000 for the three months ended June 30, 1995 and for
the three months ended June 30, 1994, 

<PAGE>

                             Page 13


respectively,  from  wholly-owned  finance  subsidiaries  established  to sell
collateralized  mortgage  obligations  through participation in various multi-
builder bond programs.

LIQUIDITY AND CAPITAL RESOURCES

The Company, through its subsidiaries,  obtains financing from commercial banks
for a portion of the cost of acquiring finished  building  lots and for most of
the costs of the construction of homes.  This financing is generally  available
for homes that are subject to a contract of sale and also for a limited  number
of homes in advance of sale.  The Company's loan commitments as well as current
banking  regulations  limit  the  portion  of each home that can be financed to
approximately  75%  of  its  value.  Since the Company  uses  its  own  capital
resources to fund those  costs  that  cannot  be financed, the Company's future
growth will be limited by the amount of such resources.  As a result of the use
of  these  financing  arrangements, the Company is  currently  and  expects  to
continue to be, highly leveraged.

The Company's subsidiaries currently have financing agreements in the aggregate
amount of $30,550,000 with  commercial  banks located in the areas in which the
subsidiaries operate.  The terms of these  financing  agreements vary, are each
for  one  year or more from their date of origination, (with  expiration  dates
ranging from  September  1995  to  May  1997),  are generally guaranteed by the
Company,  and  are  all  secured  by the related real  estate  inventory.   The
Company's Chairman and President has  personally  guaranteed  certain  of these
obligations up to a maximum aggregate principal amount of $19,250,000, of which
$5,462,000 was outstanding at June 30, 1995.

The  Company  generally  acquires finished building lots under contracts  which
spread the time for acquisition of those lots over a substantial period of time
roughly coinciding with the  estimated  time required for the sale of the homes
on those lots.  At June 30, 1995, the Company  had  commitments to purchase 772
finished  building lots at a total purchase price of approximately  $25,268,000
over a four  year  period.   These  commitments  assure  a continuing supply of
finished building lots in the future.  Substantial deposits  will  be forfeited
if the Company is unable to satisfy these commitments.

The Company's short-term liquidity and its ability to operate  over  the short-
term  are  reasonably  assured  by the  financing  agreements in place, by  the
Company's  backlog  of  sales  contracts, and  by the  commitments  to  acquire
finished  building lots.  The  Company's  long-term  liquidity is  not affected
by any material capital expenditures  but would be impacted by the inability to
renew  certain of the  financing  agreements  when they mature.  Also having an
impact on the  Company's  long-term  liquidity are the  strength of the housing
markets in the areas where the Company operates and the  ability of the Company
to maintain a continued supply of finished building lots.

Management  believes  that  the  Company  currently has adequate financing  and
liquidity to meet its financial obligations  and  will  be  able  to  fund  the
acquisition  and  construction of inventory to support modest growth.  However,
there is no assurance  that  such financing will be available to the Company in
the future.  In addition, homebuilding  is  a  cyclical  industry with economic
conditions having a substantial impact on operating performance.

The Plan does not permit the subsidiaries of the Company to pay any dividends to
the parent company.  The Plan further prohibits the Company and its subsidiaries
from acquiring debt securities from or loaning or advancing any monies to any 
other party except in the ordinary course of business.  These restrictions are
effective until August 12, 1998 and by their nature require the Company's 
subsidiaries to be self sufficient.  From time to time, a subsidiary of the
Company makes a purchase of finished building lots from or on behalf of another
and later resells those lots to the latter on terms that will assure that the
accommodation purchaser recovers its costs plus reasonable compensation for 
having  made the purchase.  While such transactions can affect temporarily
the cash flow of each of the participating subsidiaries, they 

<PAGE>

                             Page 14

do not impact the overall cash flow of the Company.  The Plan further provides
for the payment of distributions to the creditors equal to 50 percent of cash 
flows (as defined in the Plan), if any, generated by the Company's subsidiaries
for the periods ending June 30, 1993 through June 30, 1998.  Any such payment 
of 50 percent of the cash flow would be funded from the cash flow generated.  
Despite these requirements and restrictions, management believes that the
Company and each of its subsidiaries currently have adequate liquidity to meet
their financial obligations.  However, there is no assurance that these 
requirements and restrictions will not have an impact on the future liquidity
of the Company or its subsidiaries.




Part II.  Other Information
                                   ITEM 6

                      EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

    None

(b) Reports on Form 8-K

    On May 31, 1995 the registrant filed a Current Report on Form 8-K with
    respect to Item 5 (other events).



<PAGE>

                             Page 15


                                 SIGNATURES

Pursuant  to  the  requirements  of  the  Securities Exchange Act of 1934,  the
registrant  has duly caused this report to be  signed  on  its  behalf  by  the
undersigned thereunto duly authorized.




                           INTERNATIONAL AMERICAN HOMES, INC.




Date:   AUGUST 4, 1995           By:  /S/ ROBERT J. SUAREZ
                                      ---------------------
                                      Robert J. Suarez
                                      President



Date:   AUGUST 4, 1995           By:  /S/ MICHAEL P. VILLA
                                      ----------------------
                                      Michael P. Villa
                                      Vice President, Treasurer, and
                                      Chief Financial Officer

WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          MAR-31-1995
<PERIOD-END>                               JUN-30-1995
<CASH>                                           1,369
<SECURITIES>                                         0
<RECEIVABLES>                                    1,114
<ALLOWANCES>                                         0
<INVENTORY>                                     17,304
<CURRENT-ASSETS>                                     0*
<PP&E>                                             274
<DEPRECIATION>                                     172
<TOTAL-ASSETS>                                  27,860
<CURRENT-LIABILITIES>                                0*
<BONDS>                                         17,251
<COMMON>                                            29
                                0
                                          0
<OTHER-SE>                                       5,789
<TOTAL-LIABILITY-AND-EQUITY>                    27,860
<SALES>                                         14,611
<TOTAL-REVENUES>                                14,820
<CGS>                                           12,617
<TOTAL-COSTS>                                   14,493
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                    327
<INCOME-TAX>                                        20
<INCOME-CONTINUING>                                307
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       307
<EPS-PRIMARY>                                     0.11
<EPS-DILUTED>                                     0.11
        

* - The Company does not present a classified balance sheet.


</TABLE>


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