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Previous: GOLDEN EAGLE GROUP INC, S-3, 1996-09-20 |
Next: PAINEWEBBER INVESTMENT TRUST II, 485B24E, 1996-09-20 |
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) AUGUST 31, 1996
---------------
MILES HOMES, INC.
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 0-20832 41-1625724
- -------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
99 REALTY DRIVE, CHESHIRE, CONNECTICUT 06410
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(203) 699-3400
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
20 REALTY DRIVE, CHESHIRE, CONNECTICUT 06410
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report) (Zip Code)
Page 1 of 8 pages
Exhibit Index is on page 7
<PAGE>
MILES HOMES, INC.
INDEX TO FORM 8-K
INFORMATION PAGE NO.
ITEM 5. OTHER EVENTS:
Nasdaq Listing 3
Press release dated September 17, 1996 (attached hereto
as Exhibit 1) is incorporated herein by reference
ITEM 7. FINANCIAL STATEMENTS:
Consolidated Balance Sheet as of August 31, 1996 4
Consolidated Statements of Operations for the 5
two and eight months ended August 31, 1996
2
<PAGE>
MILES HOMES, INC.
ITEM 5--OTHER EVENTS:
NASDAQ LISTING
On May 20, 1996, the Company received a letter from The Nasdaq Stock Market,
Inc. ("Nasdaq") notifying the Company that, based upon the Company's Form 10-Q
report for the quarter ended March 31, 1996, the Company had fallen below the
minimum net tangible assets requirement of the National Association of
Securities Dealers By-Laws and thus was subject to being delisted. After a
presentation by the Company, and the announcement by the Company of its second
quarter profit, Nasdaq determined that the Company would be granted an extension
of time to evidence compliance with all criteria for continued listing on the
Nasdaq National Market. The extension required that the Company submit to
Nasdaq a balance sheet and statement of operations as of and for the month ended
July 31, 1996, and further, that the Company would file with Nasdaq and the
Securities and Exchange Commission, a Form 8-K report (or other public filing)
containing a balance sheet and statement of operations as of and for the two
months ended August 31, 1996, demonstrating compliance with all criteria for
continued listing.
This Form 8-K report contains a balance sheet and statement of operations as of
and for the two months ended August 31, 1996, which balance sheet demonstrates
compliance with the minimum net tangible assets requirement of the National
Association of Securities Dealers By-Laws. Previously, the Company had
submitted to Nasdaq a balance sheet and statement of operations as of and for
the month ended July 31, 1996, which documents are not contained herein.
3
<PAGE>
MILES HOMES, INC.
CONSOLIDATED BALANCE SHEET
AS OF AUGUST 31, 1996
($ IN THOUSANDS)
(Unaudited)
ASSETS
Cash and cash equivalents $ 1,564
Notes receivable, net 41,017
Receivable from related parties 1,180
Inventory 11,454
Prepaid expenses and other assets 10,358
Deposits 14,477
Senior Bond investment fund 3,053
Real estate owned 6,125
Property, plant and equipment, net 8,658
Property held for sale, net 1,091
Assets of discontinued operations 3,209
Intangible assets, net 2,187
------------
Total assets $ 104,373
------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable $ 9,022
Accrued construction costs and unearned
revenue on sold notes receivable 35,032
Accrued expenses 5,186
Customer deposits 1,729
12% Senior notes 44,307
Notes payable 3,523
Capital lease obligations 1,072
------------
Total liabilities 99,871
------------
Commitments and contingencies
Stockholders' equity:
Common Stock; par value $.10, 25,000,000 shares
authorized, 10,810,193 shares outstanding 1,081
Paid in capital 47,384
Accumulated deficit (43,963)
------------
Total stockholders' equity 4,502
------------
Total liabilities and stockholders' equity $ 104,373
-----------
4
<PAGE>
MILES HOMES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE TWO AND EIGHT MONTHS ENDED AUGUST 31, 1996
($ IN THOUSANDS)
(Unaudited)
<TABLE>
<CAPTION>
Two months Eight months
----------- --------------
<S> <C> <C>
Net housing revenue $ 17,518 $ 52,335
Financial services revenue 976 2,792
---------- ----------
Total revenue 18,494 55,127
Costs and expenses:
Cost of sales 10,595 32,783
Selling 2,331 8,471
General & administrative 3,155 10,740
Provision for credit losses 542 1,613
Interest expense 1,030 4,192
Other (income) expense (229) (746)
---------- ----------
Income (loss) from continuing operations
before income taxes and extraordinary items 1,070 (1,926)
Income tax benefit (provision) - -
---------- ----------
Income (loss) from continuing operations
before extraordinary items 1,070 (1,926)
Extraordinary gain on sale of real property - 552
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Income (loss) from continuing operations 1,070 (1,374)
Discontinued operations-Patwil Homes, Inc.
Income (loss) from operations (64) 558
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Net income (loss) $ 1,006 $ (816)
---------- ----------
</TABLE>
5
<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 hereunto duly authorized.
MILES HOMES, INC.
(Registrant)
Dated: September 19, 1996
BY: /s/ SALVATORE A. BUCCI
------------------------
Salvatore A. Bucci
Chief Accounting Officer
6
<PAGE>
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION PAGE NO.
- ------- ----------- -------
1. Press release dated September 17, 1996 8
7
<PAGE>
For further information contact:
Jonathan K. Dodge, Esq.
General Counsel
Miles Homes, Inc.
(212) 371-9777
FOR IMMEDIATE RELEASE
SEPTEMBER 17, 1996
Cheshire, Connecticut - Miles Homes, Inc. (NASDAQ NMS:MIHO) announced today
that Ms. Alison R. C. Sommers, Miles' Vice President-Finance, has left the
Company to resume the presidency of Carveth Porter Associates, Inc., a
management consulting firm.
"Ms. Sommers joined Miles to oversee the transfer of the financial
accounting and information technology functions from Minnesota to
Connecticut," said Peter R. DeGeorge, Chairman of the Board and Chief
Executive Officer of Miles. "With that task now successfully completed, Ms.
Sommers and I decided that as part of the restructuring of the Company's
financial and accounting staff and as a cost-saving measure, we would
eliminate the position of Vice President-Finance." Ms. Sommers entered into
an agreement with Miles to provide consulting services to Miles over the next
two months and has agreed to provide such services as needed in the future.
Miles provides building plans, building materials, construction monitoring
and support services and construction financing to customers who act as their
own general contractors and assist in the building of their own homes.
8
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