INTERNATIONAL AMERICAN HOMES INC
10-Q, 1997-11-05
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 SEPTEMBER 30, 1997

                                       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 
incorporation or organization)                         Identification Number)

               9950 Princess Palm Ave., Suite 112, Tampa, FL 33619
              (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (813) 664-1100

                                 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   X   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   X   No
                          -----    -----

As of October 31, 1997, the number of shares outstanding of the registrant's
common stock, par value $.01, was 2,784,395.

================================================================================

                            Total number of pages: 18

                                     PAGE 1
<PAGE>


                       INTERNATIONAL AMERICAN HOMES, INC.
                       ----------------------------------

                                AND SUBSIDIARIES
                                ----------------

                                      Index
                                      -----
<TABLE>
<CAPTION>
                                                                                                    Page
<S>                                                                                                 <C>    
Part I.     Financial Information:

      Item 1.     Financial Statements

                  Consolidated Balance Sheets (Unaudited) as of September 30, 1997 and March 31,
                  1997 ................................................................................3

                  Consolidated Statements of Income and Retained Earnings (Unaudited) for the three
                  months ended September 30,1997 and 1996 .............................................5

                  Consolidated Statements of Income and Retained Earnings (Unaudited) for the six
                  months ended September 30,1997 and 1996 .............................................6

                  Consolidated Statements of Cash Flows (Unaudited) for the six months ended
                  September 30, 1997 and 1996 .........................................................7

                  Notes to Consolidated Financial Statements (Unaudited)...............................8

      Item 2.     Management's Discussion and Analysis of Financial Condition and Results
                  of Operations ..................................................................... 12
      
      Item 3.     Quantitative and Qualitative Disclosures About Market Risk .........................16


Part II.    Other Information:


      Item 6.     Exhibits and Reports on Form 8-K ...................................................17

Signatures ...........................................................................................18
</TABLE>

                                     PAGE 2

<PAGE>

Part I.   Financial Information


                                     ITEM 1
                                     ------

                              FINANCIAL STATEMENTS



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


                                     ASSETS

<TABLE>
<CAPTION>
                                                September 30, 1997      March 31, 1997
                                                 ----------------      ---------------
<S>                                                       <C>                <C>      
CASH AND  CASH EQUIVALENTS                                $ 1,882            $   2,187
   ($526 and $574 restricted)
RECEIVABLES                                                 1,157                  949
REAL ESTATE INVENTORY                                      20,784               22,654
COLLATERAL FOR BONDS PAYABLE                                4,663                4,972
PROPERTY AND EQUIPMENT - less accumulated 
   depreciation of  $427  and  $348                            93                  149
OTHER ASSETS                                                  815                  846
                                                 ----------------      ---------------
      TOTAL ASSETS
                                                         $ 29,394             $ 31,757
                                                 ================      ===============
</TABLE>


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

                                     PAGE 3

<PAGE>

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


                      LIABILITIES AND STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                  September 30, 1997     March 31, 1997
                                                  -----------------      -------------
<S>                                                        <C>                <C>     
LIABILITIES
ACQUISITION AND CONSTRUCTION  LOANS PAYABLE                $ 10,754           $ 13,967

BONDS PAYABLE                                                 4,494              4,800
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES                      6,503              5,530
CUSTOMER DEPOSITS                                               299                326
                                                  -----------------      -------------

   Total Liabilities                                         22,050             24,623
                                                  -----------------      -------------


STOCKHOLDERS'  EQUITY
PREFERRED STOCK - $.01 par value, 4,000,000 shares                -                  -
   authorized, none issued or outstanding
COMMON STOCK - $.01 par value, 10,000,000 shares                 29                 29
   authorized, 2,954,343  shares issued,  2,784,395 
   shares outstanding 
ADDITIONAL PAID-IN CAPITAL                                    2,378              2,378
RETAINED EARNINGS                                             4,939              4,729
TREASURY STOCK - 169,948 shares                                 (2)                (2)
                                                  -----------------      -------------

   Total Stockholders' Equity                                 7,344              7,134


TOTAL LIABILITIES AND STOCKHOLDERS'  EQUITY                $ 29,394           $ 31,757
                                                  =================      =============
</TABLE>


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


                                     PAGE 4

<PAGE>


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

<TABLE>
<CAPTION>
                                                       Three Months Ended September 30,
                                                           1997              1996
                                                       ------------      -------------
<S>                                                    <C>                <C>     
REVENUES
   Home sales                                              $ 18,419           $ 17,870
   Interest and other income                                    155                168
                                                       ------------      -------------
                                                             18,574             18,038
                                                       ------------      -------------
COSTS AND EXPENSES
   Cost of home sales                                        16,328             15,451
   Selling, general and administrative                        1,951              1,957
   Interest                                                     139                152
   Depreciation                                                  38                 24
                                                       ------------      -------------
                                                             18,456             17,584
                                                       ------------      -------------
INCOME BEFORE INCOME TAXES                                      118                454
PROVISION FOR INCOME TAXES                                       51                196
                                                       ------------      -------------
NET INCOME                                                       67                258
RETAINED EARNINGS, BEGINNING OF PERIOD                        4,872              4,266
                                                       ------------      -------------
RETAINED EARNINGS, END OF PERIOD                           $  4,939           $  4,524
                                                       ============      =============

PER SHARE DATA (Primary and Fully Diluted)
   Net income                                                $  .02             $  .09
                                                       ============      =============
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
   Primary and fully diluted                              2,784,395          2,734,395
                                                       ============      =============
</TABLE>

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


                                     PAGE 5

<PAGE>

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

<TABLE>
<CAPTION>
                                                       Six Months Ended September 30,
                                                           1997              1996
                                                       ------------      -------------
<S>                                                    <C>                <C>     
REVENUES
   Home sales                                              $ 34,617           $ 31,777
   Interest and other income                                    303                329
                                                       ------------      -------------
                                                             34,920             32,106
                                                       ------------      -------------
COSTS AND EXPENSES
   Cost of home sales                                        30,524             27,443
   Selling, general and administrative                        3,674              3,599
   Interest                                                     279                297
   Depreciation                                                  76                 46
                                                       ------------      -------------
                                                             34,553             31,385
                                                       ------------      -------------
INCOME BEFORE INCOME TAXES                                      367                721
PROVISION FOR INCOME TAXES                                      157                276
                                                       ------------      -------------
NET INCOME                                                      210                445
RETAINED EARNINGS, BEGINNING OF PERIOD                        4,729              4,079
                                                       ------------      -------------
RETAINED EARNINGS, END OF PERIOD                            $ 4,939            $ 4,524
                                                       ============      =============

PER SHARE DATA (Primary and Fully Diluted)
   Net income                                                 $ .08              $ .16
                                                       ============      =============
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
   Primary and fully diluted                              2,784,395          2,734,395
                                                       ============      =============
</TABLE>

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

                                     PAGE 6

<PAGE>


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


<TABLE>
<CAPTION>
                                                             Six Months Ended September 30,
                                                                 1997               1996
                                                             -------------      ------------
<S>                                                          <C>               <C>   
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income                                                     $  210            $  445
   Adjustments to reconcile net income to net cash 
   provided by operating activities:
     Depreciation                                                       76                46
     Changes in operating assets and liabilities
     Decrease (Increase) in restricted cash                             48              (17)
     Increase in receivables                                         (208)             (128)
     Decrease (Increase) in real estate inventory                    1,870           (2,026)
     Decrease in collateral for bonds payable                          309               421
     Increase in accounts payable and accrued liabilities              973             1,375
     (Decrease) Increase in customer deposits                         (27)                81
     Decrease (Increase) in other assets                                31             (108)
                                                             -------------      ------------
Net cash  provided by operating activities                           3,282                89
                                                             -------------      ------------

CASH FLOWS USED IN INVESTING ACTIVITIES:
   Property and equipment, net                                        (20)               (8)
                                                             -------------      ------------

CASH FLOWS USED IN FINANCING ACTIVITIES:
   Proceeds from mortgage notes and loans payable                   14,530            14,637
   Payments of mortgage notes and loans payable                   (17,743)          (14,744)
   Repayments of bonds payable - finance subsidiaries                (306)             (392)
   Proceeds from stock options exercised                                 -                30
                                                             -------------      ------------
Net cash  used in financing activities                             (3,519)             (469)
                                                             -------------      ------------

NET DECREASE IN CASH AND CASH EQUIVALENTS                            (257)             (388)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                     1,613             1,214
CASH AND CASH EQUIVALENTS AT END OF PERIOD                         $ 1,356            $  826
                                                             =============      ============
SUPPLEMENTAL DISCLOSURES OF  CASH FLOW INFORMATION:
   Cash paid during the period for:
     Interest                                                      $   925             $ 986
                                                             =============      ============

     Income taxes                                                  $   138             $ 130
                                                             =============      ============
</TABLE>

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

                                     PAGE 7

<PAGE>

                       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 and
develops building lots. The Company currently conducts its building activities
in Metropolitan Washington, D.C. and Florida.

The interim consolidated financial statements have been prepared without audit
and pursuant to the rules and regulations of the Securities and Exchange
Commission. 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.

On April 16, 1990, the Company and certain of its wholly-owned subsidiaries
filed voluntary petitions for relief under Chapter 11, Title 11 of the United
States Bankruptcy Code in the United States Bankruptcy Court for the District of
New Jersey (the "Bankruptcy Court"). On August 12, 1992, the Bankruptcy Court
entered an order confirming the Company's Plan of Reorganization (the "Plan" or
"Plan of Reorganization").

In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard ('SFAS") No. 130, "Reporting Comprehensive
Income," which is effective for fiscal years beginning after December 31, 1997.
The statement established standards for reporting and display of comprehensive
income and its components. The Company plans to adopt SFAS No. 130 in the fiscal
year beginning April 1, 1998 and does not expect that it will have an impact on
its financial statements.

In June 1997, the Financial Accounting Standards Board issued SFAS No. 131,
"Disclosures about Segments of an Enterprise and Related Information," which is
effective for fiscal years beginning after December 15, 1997. The Company plans
to adopt SFAS No. 131 in the fiscal year beginning April 1, 1998 and has not
determined the impact of adoption.

NOTE 2 - CASH AND CASH EQUIVALENTS

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.


                                     PAGE 8

<PAGE>



NOTE 3 - REAL ESTATE INVENTORY

Real estate inventory consists of the following ( in thousands):

<TABLE>
<CAPTION>
                                                            September 30, 1997      March 31, 1997
                                                            ------------------   -----------------
<S>                                                         <C>                  <C>    
Accumulated costs of construction completed and in progress            $10,139             $11,096
  
Land and land development costs                                         10,210              10,822
                                                         
Land options and deposits                                                  435                 736
                                                            ------------------   -----------------       
                                                                       $20,784             $22,654
                                                            ==================   =================
</TABLE>

                                                      
From time to time as part of the normal operations of the business, the
subsidiaries of the Company have bought lots or land which the other subsidiary
of the Company was obligated to buy from a third party seller or which the other
subsidiary of the Company owned. Such transactions were at prices approximating
fair market value and were not material.


                                     PAGE 9
<PAGE>


NOTE 4 - 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
                                   (Unaudited)

<TABLE>
<CAPTION>
                                        September 30, 1997           March 31, 1997
                                        -------------------        -------------------
<S>                                     <C>                        <C>    
Assets:
     Collateral for bonds payable                   $ 4,663                    $ 4,972
     Other assets                                         7                         13
                                        -------------------        -------------------
                                                     $4,670                    $ 4,985
                                        ===================        ===================
Liabilities and Equity:
     Bonds payable                                  $ 4,494                    $ 4,800
     Equity and intercompany advances                   176                        185
                                        -------------------        -------------------
                                                    $ 4,670                    $ 4,985
                                        ===================        ===================

<CAPTION>
                       Condensed Statements of Operations
                                   (Unaudited)

                                               Three Months Ended September 30,
                                               1997                      1996
                                        -------------------      ---------------------
<S>                                     <C>                        <C>    
Revenues - Interest and other income                  $ 120                      $ 134
                                        ===================      =====================

Income before income taxes                              $ 3                      $   3
                                        ===================      =====================


<CAPTION>
                       Condensed Statements of Operations
                                   (Unaudited)

                                                Six Months Ended September 30,
                                               1997                      1996
                                        -------------------      ---------------------
<S>                                     <C>                        <C>    
Revenues - Interest and other income                  $ 233                      $ 271
                                        ===================      =====================

Income before income taxes                              $ 6                      $   8
                                        ===================      =====================
</TABLE>

                                    PAGE 10
<PAGE>



NOTE 5 - COMMITMENTS AND CONTINGENCIES

At September 30, 1997, the Company had commitments to purchase 556 finished
building lots at a total purchase price of approximately $21,683,000 over a
four-year period. Substantial deposits will be forfeited if the Company is
unable to satisfy these commitments. See Management Discussion and Analysis of
Financial Condition and Results of Operations- Liquidity and Capital Resources.

The Plan of Reorganization provides for distributions to creditors equal to 50
percent of future cash flows (as defined in the Plan), if any, for the periods
ending June 30, 1993 through June 30, 1998. The Company has calculated the cash
flow (as defined in the Plan) for the period ended June 30, 1997 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. During the
year ended March 31, 1993, the Company estimated the initial liability for these
potential distributions in the amount of $1,322,000 and such amount is included
in Accounts Payable and Accrued Liabilities on the accompanying unaudited
consolidated balance sheets.

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.


                                    PAGE 11

<PAGE>

                                     ITEM 2
                                     ------

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

International American Homes' Management's Discussion and Analysis of Financial
Condition and Results of Operations contains statements that may be considered
forward looking. These statements contain a number of risks and uncertainties as
discussed herein and in the Company's reports filed with the Securities and
Exchange Commission that could cause actual results to differ materially.

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 $34,750,000 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 November, 1997 to September, 1999), are generally guaranteed by the
Company, and are all secured by the related real estate inventory. The Company's
Chairman and President has agreed to personally guarantee certain of these
obligations up to an aggregate maximum amount of $13,700,000. At September 30,
1997, the outstanding principal amount of loans guaranteed by the Company's
Chairman and President was $2,618,000.

The Company generally acquires finished building lots under contracts which
spread the time for acquisition of such lots over a period of time that roughly
coincides with the estimated time required for the sale of the homes on those
lots. At September 30, 1997, the Company had commitments to purchase 556
finished building lots at a total purchase price of approximately $21,683,000
over a four-year period. These commitments assure a continuing supply of
finished building lots in the future. In conjunction therewith $435,000 of land
options and deposits have been paid. A substantial portion of those deposits
will be forfeited if the Company is unable to satisfy these commitments.

During the year ended March 31, 1996, the Company purchased a parcel of land in
Greater Tampa, Florida containing approximately 360 developed and undeveloped
lots. At September 30, 1997, the Company had substantially developed 150 of
those undeveloped lots into finished building lots. The company had delivered
homes on 59 of these lots in prior periods up to and including September 30,
1997. The Company obtained financing from a commercial bank to fund a portion of
the cost of acquiring and developing the land.

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. 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 will also affect the
Company's long-term liquidity. Management believes that the Company currently
has adequate financing and liquidity to meet its financial obligations and will

                                    PAGE 12
<PAGE>


be able to fund the acquisition and construction of inventory. 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 housing market in Metropolitan Washington, D.C. remains highly competitive
with the rate of absorption and operating margins per community at unacceptably
low levels. Lower operating margins and higher selling expenses have contributed
to the operating loss in the Metropolitan Washington, D.C. subsidiary even
though a reduction in general and administrative expenses has been realized. In
addition, the Company has elected to withdraw from three communities in which it
has been unable to achieve any improvement in operating results. In conjunction
therewith a special charge of $358,000 (included in cost of home sales) has been
taken during the three months ended September 30, 1997. Such charge reflects
management's best estimate of the loss to be incurred in terminating those
operations. In addition, unless the rate of new home sales and operating margins
improve in other locations, the Company may elect to suspend and or terminate
operations in additional communities. Factors such as existing inventory of lots
and homes, the number of contingent and non-contingent contracts, financing
commitments, the amount of the lot takedown security deposit and other
continuing obligations are all being considered. The Company is unable to
predict the outcome of such continuing review; however the negative economic
consequences of a decision to withdraw from a given community may be
substantial. Management believes that the Company has sufficient net worth to
absorb such charges, if any, at this time.

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 money 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 land or finished building lots from or on behalf of
another subsidiary and later resells that land or finished building lots to the
latter on terms that will assure that the accommodation purchaser recovers its
costs. While such transactions can affect temporarily the cash flow of each of
the participating subsidiaries, they 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.


                                    PAGE 13
<PAGE>

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).

<TABLE>
<CAPTION>
                                    Three Months Ended              Six Months Ended
                                       September 30,                  September 30,
                                  -----------------------      --------------------------
                                    1997           1996           1997            1996
                                  ---------      --------      ----------      ----------
<S>                               <C>            <C>           <C>             <C>    
Homes delivered
   Units                                121           119             227             217
   Home sales revenue               $18,419       $17,870         $34,617         $31,777
   Average sales price               $152.2        $150.2          $152.5          $146.4
Homes sold
   Units                                107            81             223             208
   Sales value                      $15,642       $12,287         $33,734         $31,740
   Average sales price               $146.2        $151.7          $151.3          $152.6

<CAPTION>
                                                                     September 30,
                                                               --------------------------
Backlog                                                           1997            1996
                                                               ----------      ----------
<S>                                                            <C>             <C>
   Units                                                              147             133
   Sales value                                                    $25,172         $25,192
   Average sales price                                             $171.2          $189.4
</TABLE>


The increase in home sales revenue for the three and six months ended September
30, 1997 compared to the three and six months ended September 30, 1996 results
from an increase in the number of homes delivered and an increase in the average
sales price. The increase in the average sales price of homes delivered for the
three months ended September 30, 1997 is attributable to higher average sales
prices in Greater Tampa, Florida partially offset by lower average sales prices
in Metropolitan Washington, D.C.. For the six months ended September 30, 1997,
the increase in the average sales price of homes delivered is primarily
attributable to higher average sales prices.

Although the number of homes sold during the three and six months ended
September 30, 1997 increased, the average sales price of the homes sold during
the period decreased when compared to the prior comparable period. The increase
in the number of homes sold is due to an increase in the number of homes sold in
Greater Tampa, Florida partially offset by a decrease in the number of homes
sold in Metropolitan Washington, D.C.. The decrease in the average sales price
is due to an increase in the number of homes sold being from Greater Tampa where
sales prices are generally lower.

The backlog at September 30, 1997 and 1996 includes $3,432,000 and $6,803,000 of
contingent contracts.


                                    PAGE 14
<PAGE>



THREE MONTHS ENDED SEPTEMBER 30, 1997 COMPARED TO THREE MONTHS ENDED SEPTEMBER
30, 1996

The following table sets forth, for the periods indicated, certain information
regarding the Company's operations (dollars in thousands).

<TABLE>
<CAPTION>
                                                       Three Months Ended September 30,
                                             -----------------------------------------------------
                                                      1997                          1996
                                             -----------------------      ------------------------
                                              Dollars          %           Dollars           %
                                             ----------     --------      ----------      --------
<S>                                          <C>            <C>           <C>             <C>  
Home sales revenues                             $18,419        100.0         $17,870         100.0
Cost of home sales                               16,328         88.6          15,451          86.5
Gross profit                                      2,091         11.4           2,419          13.5
Selling, general and administrative expenses      1,951         10.6           1,957          11.0
Income before income taxes                          118           .6             454           2.5
</TABLE>


Gross profit decreased for the three months ended September 30, 1997 compared to
the three months ended September 30, 1996, and gross profit as a percentage of
home sales revenue also decreased. The decrease in gross profit is due primarily
to the special charge of $358,000 taken during the three months ended September
30, 1997 reflecting the estimated loss to be incurred as a result of withdrawing
from three operating communities in Metropolitan Washington, D.C. (See
Management's Discussion and Analysis of Financial Conditions and Results of
Operations). Excluding the special charge, gross profit as a percentage of
revenues decreased slightly as margins declined. This decline resulted primarily
from the inability to fully recover cost increases.

Selling, general and administrative expenses for the three months ended
September 30, 1997 were approximately the same as the prior comparable period.
As a percentage of home sales revenue, selling, general and administrative
expenses decreased. While general and administrative expenses were relatively
constant in amount and percentage for the comparable periods, selling expenses
as a percentage of home sales revenue declined.

The change in pre-tax profit for the three months ended September 30, 1997
compared to the three months ended September 30, 1996 reflects the changes in
gross profit and in selling, general and administrative expenses plus the
special charge described above.

The effective tax rate for the three months ended September 30, 1997 compared to
the three months ended September 30, 1996 was approximately the same.

Interest and other income includes $120,000 and $134,000 and interest expense
includes $117,000 and $131,000 for the three months September 30, 1997 and
September 30, 1996, respectively, from wholly-owned finance subsidiaries
established in prior years to sell collateralized mortgage obligations through
participation in various multi-builder bond programs.


                                    PAGE 15
<PAGE>


SIX MONTHS ENDED SEPTEMBER 30, 1997 COMPARED TO SIX MONTHS ENDED SEPTEMBER 30,
1996

The following table sets forth, for the periods indicated, certain information
regarding the Company's operations (dollars in thousands).

<TABLE>
<CAPTION>
                                                        Six Months Ended September 30,
                                             -----------------------------------------------------
                                                      1997                          1996
                                             -----------------------      ------------------------
                                              Dollars          %           Dollars           %
                                             ----------     --------      ----------      --------
<S>                                          <C>            <C>           <C>             <C>  
Home sales revenues                             $34,617        100.0         $31,777         100.0
Cost of home sales                               30,524         88.2          27,443          86.4
Gross profit                                      4,093         11.8           4,334          13.6
Selling, general and administrative expenses      3,674         10.6           3,599          11.3
Income before income taxes                          367          1.1             721           2.3
</TABLE>


Gross profit decreased for the six months ended September 30, 1997 compared to
the six months ended September 30, 1996, and gross profit as a percentage of
home sales revenue also decreased. The decrease in gross profit is due primarily
to the special charge of $358,000 taken during the three months ended September
30, 1997 reflecting the estimated loss to be incurred as a result of withdrawing
from three operating communities in Metropolitan Washington, D.C. (See
Management's Discussion and Analysis of Financial Conditions and Results of
Operations). Excluding the special charge, gross profit as a percentage of
revenues also decreased. This decrease results primarily from substantially
lower margins in Metropolitan Washington, D.C. partially offset by higher
margins in Greater Tampa, Florida.

Selling, general and administrative expenses for the six months ended September
30, 1997 were slightly higher 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 home
sales revenues and higher total selling and marketing expenses. The percentage
decrease in selling, general and administrative expenses is due to both a slight
reduction in general and administrative expenses and those expenses being
absorbed over higher total home sales revenues as well a reduction in selling
expenses as a percentage of home sales revenue.

The change in pre-tax profit for the six months ended September 30, 1997
compared to the six months ended September 30, 1996 reflects the changes in
gross profit and in selling, general and administrative expenses plus the
special charge described above.

The effective tax rate for the six months ended September 30, 1997 compared to
the six months ended September 30, 1996 was higher due to a greater utilization
of net operating loss carryforwards in the prior period.

Interest and other income includes $233,000 and $271,000 and interest expense
includes $227,000 and $263,000 for the six months September 30, 1997 and
September 30, 1996, respectively, from wholly-owned finance subsidiaries
established in prior years to sell collateralized mortgage obligations through
participation in various multi-builder bond programs.



ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         None


                                    PAGE 16
<PAGE>



                                      ITEM 6
                                      ------

                         EXHIBITS AND REPORTS ON FORM 8-K

     (a) Exhibits

         None

     (b) Reports on Form 8-K

         None




                                    PAGE 17

<PAGE>


                                   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: November 3, 1997                  By:   /S/ ROBERT J. SUAREZ
                                              --------------------
                                        Robert J. Suarez
                                        President


Date: November 3, 1997                  By:    /S/ ROBERT I. ANTLE
                                              --------------------
                                        Robert I. Antle
                                        Executive Vice President, Treasurer, and
                                        Chief Financial Officer




                                    PAGE 18


<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          MAR-31-1997
<PERIOD-END>                               SEP-30-1997
<CASH>                                            1882
<SECURITIES>                                         0
<RECEIVABLES>                                     1157
<ALLOWANCES>                                         0
<INVENTORY>                                      20784
<CURRENT-ASSETS>                                     0<F1>
<PP&E>                                             520
<DEPRECIATION>                                     427
<TOTAL-ASSETS>                                   29394
<CURRENT-LIABILITIES>                                0<F1>
<BONDS>                                          15248
                                0
                                          0
<COMMON>                                            29
<OTHER-SE>                                        7315
<TOTAL-LIABILITY-AND-EQUITY>                     29394
<SALES>                                          18419
<TOTAL-REVENUES>                                 18574
<CGS>                                            16328
<TOTAL-COSTS>                                    18456
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                    118
<INCOME-TAX>                                        51
<INCOME-CONTINUING>                                 67
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                        67
<EPS-PRIMARY>                                      .02
<EPS-DILUTED>                                      .02
<FN>
<F1>the Company does not present a classified balance sheet
</FN>
        

</TABLE>


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