<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1997
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from N/A to
------------------ ---------------
Commission file number 1-10959
STANDARD PACIFIC CORP.
(Exact name of registrant as specified in its charter)
Delaware 33-0475989
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1565 W. MacArthur Blvd., Costa Mesa, CA 92626
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code) (714) 668-4300
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 Sections 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 No .
----- ----
APPLICABLE ONLY TO CORPORATE ISSUERS
Registrant's shares of common stock outstanding at May 1, 1997: 29,369,181.
<PAGE>
STANDARD PACIFIC CORP. AND SUBSIDIARIES
FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 1997
The consolidated condensed financial statements included herein have been
prepared by the Company, without audit, pursuant to the rules and regulations
of the Securities and Exchange Commission. Certain information normally
included in the financial statements prepared in accordance with generally
accepted accounting principles has been omitted pursuant to such rules and
regulations, although the Company believes that the disclosures are adequate to
make the information presented not misleading. The financial statements should
be read in conjunction with the financial statements and notes thereto included
in the Company's Annual Report on Form 10-K for the year ended December 31,
1996.
<PAGE>
STANDARD PACIFIC CORP. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
FOR THE THREE MONTH PERIODS ENDED MARCH 31, 1997 AND 1996
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
---------------------------------
1997 1996
------------ ------------
<S> <C> <C>
HOMEBUILDING AND CORPORATE:
Revenues $111,303 $61,584
Cost of sales 95,645 54,391
------------ ------------
Gross margin 15,658 7,193
------------ ------------
Selling, general and administrative expenses 9,775 6,693
Income from unconsolidated joint ventures 530 1,713
Interest expense 1,473 1,656
Other income 206 158
------------ ------------
Homebuilding and corporate pretax income 5,146 715
------------ ------------
MANUFACTURING:
Sales 5,352 3,997
Cost of sales 3,372 2,601
------------ ------------
Gross margin 1,980 1,396
------------ ------------
Selling, general and administrative expenses 1,626 1,208
Other income 101 50
------------ ------------
Manufacturing pretax income 455 238
------------ ------------
SAVINGS AND LOAN:
Interest income 4,514 5,312
Interest expense 3,864 4,814
------------ ------------
Net interest margin 650 498
------------ ------------
Provision for loan losses 15 -
General and administrative expenses 687 571
Other income (expense) 419 77
------------ ------------
Savings and loan pretax income 367 4
------------ ------------
CONSOLIDATED INCOME BEFORE TAXES 5,968 957
PROVISION FOR INCOME TAXES (2,451) (384)
------------ ------------
NET INCOME $3,517 $573
=========== ===========
NET INCOME PER SHARE $.12 $.02
=========== ===========
Weighted average common and equivalent
shares outstanding 29,705,032 30,064,232
=========== ===========
</TABLE>
The accompanying notes are an integral part of these consolidated
condensed statements.
<PAGE>
STANDARD PACIFIC CORP. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
ASSETS
MARCH 31, DECEMBER 31,
1997 1996
------------ -----------
<S> <C> <C>
HOMEBUILDING, CORPORATE
AND MANUFACTURING:
Cash and equivalents $4,692 $5,975
Investment securities held to maturity 6,119 5,329
Mortgage notes receivable and accrued
interest 3,647 3,741
Other notes and accounts receivable, net 11,056 11,073
Inventories:
Real estate in process of development
and completed model homes 368,538 363,718
Real estate held for sale 9,110 8,927
Manufacturing 1,469 1,432
Property and equipment, at cost, net of
accumulated depreciation and amortization
of $6,850 and $6,640, respectively 5,922 6,041
Investments in and advances to unconsolidated
joint ventures 2,415 885
Deferred income taxes 16,481 16,481
Deferred charges and other assets 6,302 6,504
------------ -----------
Total assets - homebuilding, corporate
and manufacturing 435,751 430,106
------------ -----------
SAVINGS AND LOAN:
Cash and equivalents 12,862 10,259
Investment securities available for sale 43,686 42,401
Mortgage notes receivable and accrued
interest, net 186,384 199,135
Property and equipment, at cost, net 191 227
Real estate acquired in settlement of loans, net 376 2,079
Deferred income taxes 1,495 1,581
Investment in FHLB stock 8,087 7,958
Other assets 1,266 1,633
------------ -----------
Total assets - savings and loan 254,347 265,273
------------ -----------
TOTAL ASSETS $690,098 $695,379
=========== ==========
</TABLE>
The accompanying notes are an integral part of these consolidated condensed
balance sheets.
<PAGE>
STANDARD PACIFIC CORP. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1997 1996
------------ ------------
<S> <C> <C>
HOMEBUILDING, CORPORATE
AND MANUFACTURING:
Unsecured notes payable $82,800 $57,300
Trust deed notes payable 2,944 4,467
Accounts payable and accrued expenses 30,064 28,991
10-1/2 percent senior notes due 2000 80,000 100,000
------------ ------------
Total liabilities - homebuilding, corporate
and manufacturing 195,808 190,758
------------ ------------
SAVINGS AND LOAN:
Savings accounts 131,168 132,813
FHLB advances 95,000 109,000
Securities sold subject to agreements
to repurchase 5,085 -
Accounts payable and accrued expenses 1,970 2,458
------------ ------------
Total liabilities - savings and loan 233,223 244,271
------------ ------------
STOCKHOLDERS' EQUITY:
Preferred stock, $.01 par value; 10,000,000
shares authorized; none issued - -
Common stock, $.01 par value; 100,000,000
shares authorized; 29,389,181 and
29,629,981 shares outstanding in 1997
and 1996, respectively 294 296
Paid-in capital 281,513 283,331
Investment securities valuation adjustment (133) (39)
Accumulated deficit (20,607) (23,238)
------------ ------------
Total stockholders' equity 261,067 260,350
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $690,098 $695,379
=========== ===========
</TABLE>
The accompanying notes are an integral part of these consolidated condensed
balance sheets.
<PAGE>
STANDARD PACIFIC CORP. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTH PERIODS ENDED MARCH 31, 1997 AND 1996
(DOLLARS IN THOUSAND)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
----------------------------
1997 1996
----------- ----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 3,517 $ 573
Adjustments to reconcile net income to
net cash provided by (used in)
operating activities:
Depreciation and amortization 238 161
Amortization of deferred income and
discounts 39 17
Net (gain) loss on sale of
investments, loans and REO (356) (91)
Provision for loan losses 15 -
Changes in cash and equivalents due
to:
Inventories (5,040) (5,851)
Receivables and accrued interest 2 (1,538)
Investments in and advances to
unconsolidated joint ventures (1,530) (1,262)
Accounts payable and accrued
expenses 585 (5,493)
Deferred income taxes 86 1,675
Other, net 508 (230)
----------- ----------
Net cash provided by (used in)
operating activities $ (1,936) $(12,039)
----------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from the sale of investments
and principal repayments $ 12,537 $ 6,147
Net sales of real estate owned 1,981 993
Net (additions to) retirements from
property and equipment (85) (36)
Purchases of investment securities (14,748) (11,622)
Loan sales and principal repayments
from loans 12,860 14,500
----------- ----------
Net cash provided by (used in)
investing activities $ 12,545 $ 9,982
----------- ----------
</TABLE>
The accompanying notes are an integral part of these consolidated condensed
statements.
<PAGE>
STANDARD PACIFIC CORP. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTH PERIODS ENDED MARCH 31, 1997 AND 1996
(DOLLARS IN THOUSAND)
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended March 31,
----------------------------
1997 1996
----------- -------------
<S> <C> <C>
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from (payments on) bank
credit facilities $ 25,500 $ 18,000
Proceeds from deposits to savings
accounts 65,634 74,651
Payments on savings account withdrawals (68,266) (83,090)
Interest credited to savings accounts 987 1,661
Principal payments on FHLB advances (14,000) (14,000)
Principal payments on bonds, notes and
trust deed notes payable (21,523) (2,227)
Dividends paid (886) (902)
Net change in securities sold subject
to agreements to repurchase 5,085 (15,016)
Repurchase of common shares (1,946) -
Proceeds from the exercise of stock
options 126 -
----------- -------------
Net cash provided by (used in)
financing activities $ (9,289) $(20,923)
----------- -------------
Net increase (decrease) in cash and
equivalents $ 1,320 $(22,980)
Cash and equivalents at beginning of
period 16,234 37,597
----------- -------------
Cash and equivalents at end of period $ 17,554 $ 14,617
=========== =============
SUMMARY OF CASH BALANCES:
Homebuilding and manufacturing $ 4,692 $ 3,557
Savings and loan 12,862 11,060
----------- -------------
$ 17,554 $ 14,617
=========== =============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION
Noncash transactions:
Change in unrealized losses on
investment securities
available for sale, net of
deferred taxes $ 94 $ 51
Loans receivable foreclosed on, net 10 1,239
Cash paid during the period for:
Interest, all entities $ 7,877 $ 9,793
Income taxes 36 94
</TABLE>
The accompanying notes are an integral part of these consolidated condensed
statements.
<PAGE>
STANDARD PACIFIC CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
MARCH 31, 1997
(Dollar amounts presented in tables are in thousands)
1. Basis of presentation
---------------------
In the opinion of management, the financial statements reflect all adjustments
(which include only normal recurring adjustments) necessary to present fairly
the financial position as of March 31, 1997 and December 31, 1996, and the
results of operations and cash flows for the periods shown.
2. Capitalization of interest
--------------------------
The following is a summary of interest capitalized and expensed related to real
estate inventories for the three month periods ended March 31, 1997 and 1996:
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
----------------------------
HOMEBUILDING AND CORPORATE OPERATIONS 1997 1996
- -------------------------------------- ------------ -------------
<S> <C> <C>
Total interest incurred during
the period $ 4,013 $ 4,839
Less: Interest capitalized as a cost of
real estate inventories 2,540 3,183
------------ -----------
Interest expense $ 1,473 $ 1,656
============ ===========
Interest previously capitalized as a
cost of real estate inventories,
included in homebuilding cost of sales $ 4,484 $ 3,078
============ ===========
Capitalized interest in ending
inventories $23,198 $32,622
============ ===========
</TABLE>
3. Reclassifications
-----------------
Effective January 1, 1997, the Company changed its presentation of selling costs
in its consolidated statements of operations whereby they are now combined with
general and administrative expenses. This presentation is consistent with
industry practice. Previously, the Company included these costs as a component
of cost of sales. The Company reclassified the prior period amounts to conform
with the 1997 presentation.
Additionally, certain other reclassifications have been made to the 1996
financial information to conform with current period presentation.
<PAGE>
4. Earnings per share
------------------
Earnings per share for the three month periods ended March 31, 1997 and 1996
were calculated based on the weighted average number of common and equivalent
shares outstanding during the periods. Equivalent shares were determined by
using the treasury stock method, which assumes that all dilutive securities were
exercised and that the proceeds received were applied to repurchase outstanding
shares at the average market prices during the period.
In February 1997, the Financial Accounting Standards Board issued Statement No.
128, "Earnings Per Share," which is required to be adopted by the Company on
December 31, 1997. At that time, the Company will be required to change the
method used to compute earnings per share and to restate all prior periods
presented. Under the new requirements primary earnings per share will be
replaced with basic earnings per share. Basic earnings per share excludes the
dilutive effect of common stock equivalents, including stock options. Had
earnings per share been calculated under the provisions of the new standard,
both basic and diluted earnings per share would be the same as net income per
share as reflected in the accompanying consolidated condensed statements of
operations for the three month periods ended March 31, 1997 and 1996,
respectively.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
DISCUSSION OF OPERATIONS BY SEGMENT
- -----------------------------------
HOMEBUILDING AND CORPORATE SEGMENT
A comparative summary of operating results for homebuilding and corporate
operations for the three month periods ended March 31, 1997 and 1996 is as
follows (dollar amounts in thousands):
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
-----------------------------
1997 1996
-------------- ------------
<S> <C> <C>
Revenues $111,303 $ 61,584
Cost of sales 95,645 54,391
-------------- ------------
Gross margin 15,658 7,193
-------------- ------------
Gross margin percentage 14.1% 11.7%
-------------- ------------
Selling, general and administrative
expenses 9,775 6,693
Income from unconsolidated joint
ventures 530 1,713
Interest expense 1,473 1,656
Other income 206 158
-------------- ------------
Homebuilding and corporate pretax
income $ 5,146 $ 715
============== ============
</TABLE>
A summary of residential housing key operating data for the three month
periods ended March 31, 1997 and 1996 is as follows:
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
-----------------------------
1997 1996
-------------- ------------
<S> <C> <C>
New homes delivered:
California 297 158
Texas 80 72
Joint ventures (California) 16 59
-------------- ------------
Total 393 289
-------------- ------------
Average Selling Price:
California deliveries (excluding
joint ventures) $323,000 $297,000
Texas deliveries $185,000 $182,000
Combined (excluding joint ventures) $294,000 $261,000
Combined (including joint ventures) $292,000 $248,000
Net new orders 661 536
Backlog at quarter end 753 571
</TABLE>
<PAGE>
During the quarter ended March 31, 1997, the Company delivered 393 new homes
(including 16 homes delivered by the Company's unconsolidated joint ventures) at
an average selling price of $292,000 compared to 289 new homes (including 59
homes delivered by the Company's unconsolidated joint venture) at an average
selling price of $248,000 for the 1996 first quarter.
Homebuilding revenues for the quarter ended March 31, 1997 increased by
approximately 80.7 percent from the comparable prior year period, while cost of
sales attributed to residential housing increased by approximately 75.8 percent
over the same period. The jump in homebuilding revenues of approximately $49.7
million over the 1996 first quarter resulted primarily from an increase of $38.4
million due to a 64 percent increase in unit deliveries and an increase of $12.3
million due to a 12.6 percent rise in the average selling price of homes
delivered, which was partially offset by a $1 million reduction in revenues from
improved lot sales. The Company's Northern California and Ventura County
operations continue to experience strong growth in unit deliveries increasing
155 and 127 percent, respectively, over the year earlier period. The increase
in the average selling price resulted from a greater distribution of homes
delivered in the $400,000 to $800,000 price range in California. The Company
expects its average selling price in the next few quarters to remain near the
$300,000 level.
Residential housing cost of sales for the quarter ended March 31, 1997 increased
by approximately $41.3 million over the 1996 first quarter primarily as a result
of an increase of $33.9 million due to a greater number of homes delivered and
an increase of $8.3 million attributable to a higher average cost of new homes
delivered, which was partially offset by a decrease of $900,000 related to a
reduction in the cost of improved lots sold.
The homebuilding gross margin percentage increased from 11.7 percent in the
first quarter of 1996 to 14.1 percent in the first quarter of 1997. The improved
operating results reflect the strengthening housing market, particularly in the
Northern California and Orange and Ventura County markets and a greater
percentage of deliveries from newer projects which generally carry higher
margins.
Selling, general and administrative expenses for the homebuilding and corporate
segment decreased as a percentage of revenues from 10.9 percent in the first
quarter of 1996 to 8.8 percent for the quarter ended March 31, 1997. This
decrease is attributable to the fixed level of certain general and
administrative expenses, as well as a reduction in selling costs as a percent of
revenues due to the improving housing market in California.
Income from the unconsolidated joint ventures decreased from $1.7 million in the
first quarter of 1996 to $530,000 in the first quarter of 1997 primarily as a
result of the reduction in joint venture deliveries between periods.
<PAGE>
The following selected operating information has been adjusted on a pro forma
basis to include the operating results of the Company's unconsolidated joint
ventures (dollars in thousands):
<TABLE>
<CAPTION>
THREE MONTHS ENDED THREE MONTHS ENDED
MARCH 31, 1997 MARCH 31, 1996
----------------------------- --------------------------
As Reported As Adjusted As Reported As Adjusted
-------------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Revenues $111,303 $115,290 $61,584 $73,259
Cost of sales 95,645 98,804 54,391 63,841
-------------- ----------- ----------- -----------
Gross margin $ 15,658 $ 16,486 $ 7,193 $ 9,418
============== =========== =========== ===========
Gross margin percentage 14.1% 14.3% 11.7% 12.9%
</TABLE>
Interest incurred for the quarter ended March 31, 1997 was $4.0 million of which
$2.5 million was capitalized to real estate inventories and $1.5 million was
expensed compared to $4.8 million incurred for the quarter ended March 31, 1996
of which $3.2 million was capitalized and $1.6 million expensed.
The Company generated a record first quarter net new order total of 661 homes,
up 23 percent over the year earlier period. The increase can be attributed
primarily to the Northern California division which generated 238 net new orders
for the quarter, a 92 percent increase from the previous year period, and the
Ventura County division which generated 129 net new orders, up 108 percent from
the 1996 first quarter. Coupled with a strong backlog at year end, the increase
in orders resulted in a backlog of 753 homes at March 31, 1997, the highest
first quarter level since 1988.
Inventory Financing Sources
- ---------------------------
Sources of financing for the Company's real estate inventories at March 31, 1997
were: purchase money secured notes 1%; unsecured debt 43% and equity 56%.
<PAGE>
MANUFACTURING SEGMENT
A summary of operations for the manufacturing segment for the three month
periods ended March 31, 1997 and 1996 is as follows (dollar amounts in
thousands):
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
------------------
1997 1996
------- ------
<S> <C> <C>
Sales $5,352 $3,997
Cost of sales 3,372 2,601
------- ------
Gross margin 1,980 1,396
------- ------
Gross margin percentage 37.0% 34.9%
------- ------
Selling, general and administrative
expenses 1,626 1,208
Other income (1) 178 115
------- ------
Manufacturing pretax income $ 532 $ 303
======= ======
</TABLE>
__________________
(1) Includes intersegment income of approximately $77,000 and $65,000 for the
three months ended March 31, 1997 and 1996, respectively. These intersegment
transactions are eliminated in consolidation with no effect on consolidated
earnings.
Sales for the quarter ended March 31, 1997 increased 33.9 percent to $5.4
million from $4.0 million in the prior year first quarter. The increase in
sales can be attributed to a stronger office furniture market and the favorable
reception of new products that were introduced during 1996. The higher gross
margin percentage is a result of higher sales volumes and changing product mix.
SAVINGS AND LOAN SEGMENT ("SAVINGS")
The following is a summary of operations of Savings for the three month periods
ended March 31, 1997 and 1996 (dollar amounts in thousands):
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
--------------------
1997 1996
---------- -------
<S> <C> <C>
Interest income $4,514 $5,312
Interest expense 3,864 4,814
---------- -------
Net interest margin 650 498
---------- -------
Provision for loan losses 15 -
General and administrative expenses 687 571
Other income (expense) 419 77
---------- -------
Savings and loan pretax income $ 367 $ 4
========== =======
</TABLE>
<PAGE>
Savings' operating results for the quarter ended March 31, 1997 improved from
the prior year first quarter primarily as a result of an increase in the net
interest margin and gains from the sale of real estate owned of approximately
$291,000, and gains on the sale of investments of approximately $69,000 both of
which are included in other income. The improvement in the net interest margin
was due to the increase in the interest rate spread which was partially offset
by a decrease in the balance of interest earning assets.
The following table sets forth the weighted average interest rates on interest
earning assets, interest bearing liabilities and the interest rate spread for
the three months ended March 31, 1997 and 1996:
<TABLE>
<CAPTION>
1997 1996
------- ----
<S> <C> <C>
Weighted Average Rate on:
Interest Earning Assets 7.10% 6.67%
Interest Bearing Liabilities 6.48 6.36
------- ----
Interest Rate Spread 0.62% 0.31%
======= ====
</TABLE>
The weighted average interest rate on interest earning assets improved during
the first quarter of 1997 when compared to both the first quarter of 1996 and
the year ended December 31, 1996 primarily as a result of upward repricing on
certain adjustable rate mortgages. The higher weighted average rate on interest
earning assets was partially offset by an increase in the weighted average cost
of interest bearing liabilities. The higher average cost of funds resulted from
general increases in interest rates experienced towards the end of the first
quarter of 1997.
Savings' assets were approximately $254.3 million at March 31, 1997, a decrease
of $10.9 million from the December 31, 1996 balance. This decrease was caused
primarily by a decrease in mortgage notes receivable and accrued interest, which
were sold, paid down, or paid off during the quarter in accordance with Savings'
goal of reducing its level of assets.
For a more detailed discussion of Savings' operations, reference should be made
to the Company's Annual Report on Form 10-K for the year ended December 31,
1996.
CORPORATE SEGMENT
On April 29, 1997, the Board of Directors declared a quarterly dividend of $.03
per share of common stock. The cash dividend will be payable on May 28, 1997 to
shareholders of record on May 14, 1997.
<PAGE>
Financial Condition and Liquidity
- ---------------------------------
Unsecured notes payable by the Corporate office (excluding the 10 1/2% Senior
Notes due 2000) totaled $82.8 million at March 31, 1997 versus $57.3 million at
December 31, 1996. Total commitments available under the Company's revolving
credit facility aggregated $200 million at March 31, 1997, of which a total of
approximately $115.1 million was unused and available for additional borrowings
under the terms and conditions of the agreement.
The Company made its first $20 million sinking fund payment on the 10 1/2%
Senior Notes on March 1, 1997, leaving $80 million of the 10 1/2% Senior Notes
outstanding. The next sinking fund payment is due March 1, 1998.
Pursuant to the previously announced common stock repurchase program, the
Company repurchased 259,800 shares of its common stock for approximately $1.9
million during the first quarter of 1997. As of March 31, 1997, the Company had
repurchased an aggregate of 1,260,750 shares of its common stock for
approximately $8.1 million, leaving a balance of approximately $11.9 million
available to be repurchased.
In January 1992, the Company filed a shelf registration statement with the
Securities and Exchange Commission which was declared effective in March 1992.
In connection therewith, the Company may, having issued the $100 million
principal amount of the 10 1/2% Senior Notes in March 1993, issue up to an
additional $100 million of either senior or subordinated debt securities from
time to time, at prices and terms acceptable to the Company.
Cash requirements for homebuilding, manufacturing and corporate segments were
provided from internally generated funds and outside borrowings, principally the
bank revolving credit facility. Management believes that these sources of cash,
as well as capital available through the public debt market, are sufficient to
finance its current and future working capital requirements and other needs.
STATEMENT REGARDING FORWARD LOOKING DISCLOSURE
The foregoing "Management's Discussion and Analysis of Financial Condition and
Results of Operations" contains "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, which represent the Company's
expectations or beliefs concerning future events, including, but not limited to,
the following: statements regarding the price range of future homes constructed
by the Company; statements regarding a strengthening housing market,
particularly in the Northern California and Orange and Ventura County markets;
statements regarding the homebuilding segment's backlog of homes and; statements
regarding the sufficiency of the Company's cash provided by internally generated
funds and outside borrowings. The Company cautions that these statements are
further qualified by important factors that could cause actual results to differ
materially from those in the forward looking statements, including, without
limitation, the following: change in the demand for new homes attributable to
the cyclical and competitive nature of the homebuilding business; changes in
general economic conditions;
<PAGE>
uncertainty in or changes in the continued availability of suitable undeveloped
land at reasonable prices; adverse local market conditions; existing and
changing governmental regulations, including regulations concerning
environmental matters and the permitting process for home construction;
increases in prevailing interest rates; the level of real estate taxes and
energy costs; the cost of materials and labor; the availability of construction
financing and home mortgage financing attractive to the purchasers of homes; and
inclement weather and other natural disasters. Results actually achieved thus
may differ materially from expected results included in these and any other
forward looking statements contained herein.
<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.
STANDARD PACIFIC CORP.
(Registrant)
Dated: May 12, 1997 By: /s/ Arthur E. Svendsen
-------------------------
Arthur E. Svendsen
Chairman of the Board and
Chief Executive Officer
Dated: May 12, 1997 By: /s/ Andrew H. Parnes
-------------------------
Andrew H. Parnes
Vice President of Finance, Treasurer
and Principal Financial and
Accounting Officer
<PAGE>
PART II OTHER INFORMATION
Item 1. Legal proceedings
None
Item 2. Change in Securities
None
Item 3. Default upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
11. Statement of computation of earnings per share.
27. Financial Data Schedule.
(b) Current Reports on Form 8-K
None
<PAGE>
Exhibit 11
STANDARD PACIFIC CORP. AND SUBSIDIARIES
EARNINGS PER SHARE CALCULATIONS
FOR THE THREE MONTH PERIODS ENDED MARCH 31, 1997 AND 1996
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
--------------------------
1997 1996
----------- -----------
<S> <C> <C>
Primary earnings per common
and equivalent share:
Income before taxes................... $ 5,968,000 $ 957,000
Provision for income taxes............ (2,451,000) (384,000)
----------- -----------
Net income............................ $ 3,517,000 $ 573,000
=========== ===========
Common and equivalent shares:
Average shares outstanding........ 29,521,848 30,060,281
Equivalent shares................. 183,184 3,951
----------- -----------
Total......................... 29,705,032 30,064,232
=========== ===========
Primary Earnings Per Share.......... $ 0.12 $ 0.02
=========== ===========
Fully diluted earnings per common
and equivalent shares:
Net income............................ $ 3,517,000 $ 573,000
=========== ===========
Common and equivalent shares:
Average shares outstanding........ 29,521,848 30,060,281
Equivalent shares................. 183,184 11,977
----------- -----------
Total......................... 29,705,032 30,072,258
=========== ===========
Fully Diluted Earnings Per Share.... $ 0.12 $ 0.02
=========== ===========
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM MARCH 31,
1997 FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 17,554
<SECURITIES> 49,805
<RECEIVABLES> 203,339
<ALLOWANCES> 2,252
<INVENTORY> 379,117
<CURRENT-ASSETS> 0<F1>
<PP&E> 13,668
<DEPRECIATION> 7,555
<TOTAL-ASSETS> 690,098
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 80,000
0
0
<COMMON> 294
<OTHER-SE> 260,773
<TOTAL-LIABILITY-AND-EQUITY> 690,098
<SALES> 116,655
<TOTAL-REVENUES> 121,169
<CGS> 99,017
<TOTAL-COSTS> 114,969
<OTHER-EXPENSES> (1,256)
<LOSS-PROVISION> 15
<INTEREST-EXPENSE> 1,473
<INCOME-PRETAX> 5,968
<INCOME-TAX> 2,451
<INCOME-CONTINUING> 5,968
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,517
<EPS-PRIMARY> .12
<EPS-DILUTED> .12
<FN>
<F1>Amounts for current assets and current liabilities are not shown since the
balance sheet presented is unclassified.
</FN>
</TABLE>
