ITEM 3 LEGAL PROCEEDINGS
The Company is a party to various lawsuits, all of which are of a routine nature and are incidental to the Company's present business activities. These proceedings are not material, nor would the adverse resolution thereof materially affect the business or properties of the Company.
ITEM 4
ITEM 4 SUBMISSION OF MATTERS TO A VOTE BY SECURITY HOLDERS
No matters were submitted to security holders during the 4th quarter. The annual Meeting of Shareholders of the Registrant has been scheduled for May 15, 1995. The Company will file its definitive proxy material pursuant to Regulation 14, prior to April 30, 1995.
PART II
ITEM 5
ITEM 5 MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
Information required by this item is incorporated by reference to the Registrant's 1994 Annual Report to Shareholders.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
Information required by this item is incorporated by reference to the Registrant's 1994 Annual Report to Shareholders.
ITEM 7
ITEM 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
General. The following table sets forth for the periods indicated certain items of the Company's Consolidated Financial Statements expressed as a percentage of the Company's total revenues:
Backlog. The following table sets forth the Company's backlog at December 31, 1992, 1993 and 1994.
The Company's backlog generally represents units under contract for which a full deposit has been received, any statutory rescission right has expired, and in the case of a borrower, such borrower has been qualified for a mortgage loan. The Company generally fills all backlog within twelve months. The Company estimates that the period between receipt of a sales contract and delivery of the completed home to the purchaser is four to eight months. The Company's backlog historically tends to increase between January and May. Trends in the Company's backlog are subject to change from period to period for a number of economic conditions including consumer confidence levels, interest rates and the availability of mortgages.
RESULTS OF OPERATIONS YEAR ENDED DECEMBER 31, 1994 COMPARED TO YEAR ENDED DECEMBER 31, 1993
The Company's revenues from home sales increased $11.8 million (or 12.0%) during the calendar year 1994 as compared to the same period in 1993. The Company delivered 775 homes in 1994 compared to 771 in 1993, with an increase of 11.5% in the average selling price of homes delivered (from $127,500 to $142,100). The increase in the average selling price per home is primarily the result of the Company's entry into an upscale condominium community where the average selling price is $565,000 and a single family home community where the average selling price is $272,000.
The number of new contracts signed (661) and the aggregate dollar value of these new contracts ($100.1 million) decreased in 1994 from 788 and $108.2 million in 1993.
The Company's backlog has decreased from $39.4 million at December 31, 1993 to $29.3 million as of December 31, 1994. An increase in interest rates, higher home prices and increased competition have contributed to a decline in the number of new sales contracts received by the Company. This trend is expected to continue at least through the first six months of 1995. The rise in interest rates should have a less pronounced effect on the Company compared to other homebuilders, since 70% of 1994 sales were completed for cash, without the need for mortgage financing.
Other operating revenues decreased to $3.4 million during 1994 from $3.6 million in 1993 primarily as a result of higher vacancies in the rental units project. Interest, rentals and other income increased to $4.3 million from $3.3 million in 1993 as a result of the return on investment in Joint Ventures.
Cost of home sales increased to $91.8 million in 1994 from $80.7 million in 1993 as a result of an increase in the dollar volume of homes delivered. As a percentage of home sales, cost of home sales increased to 83.4% from 82.1% due to increased competition, the absorption of higher construction costs and the impact of higher previously capitalized interest.
Selling, General and Administrative Expenses ("SG&A") increased to $16.3 million in 1994 from $16.0 million in 1993, but as a percentage of total revenues, these expenses decreased to 13.6% from 15.1% in the same period of 1993. Interest costs incurred in 1994 amounted to $10.4 million from $10.2 million in 1993.
Net income increased $1.5 million in 1994 or 56.6% over 1993. As a percentage of total revenues, the 1994 net income increased to 3.44% as compared to 2.48% in 1993, which reflected an extraordinary item in 1993 of $999,288 net of taxes, from the write-off of unamortized debentures and loan costs.
RESULTS OF OPERATIONS YEAR ENDED DECEMBER 31, 1993 COMPARED TO YEAR ENDED DECEMBER 31, 1992
The Company's revenues from home sales increased $8.9 million (or 9.9%) during the calendar year 1993 as compared to the same period in 1992. The Company delivered 771 homes in 1993 compared to 708 in 1992, with an increase of 1.0% in the average selling price of homes delivered (from $126,300 to $127,500). The number of new contracts signed (788) and the aggregate dollar value of those new contracts ($108.2 million) increased in 1993 from 743 and $91.2 million in 1992.
Other operating revenues increased to $3.6 million during 1993 from $3.2 million in 1992 due to a larger occupancy rate on our rental apartments. Interest, rentals and other income increased to $3.3 million in 1993 from $2.9 million in 1992 due to additional interest on short term investments and the increased number of units subject to recreation leases.
Cost of home sales increased to $80.7 million in 1993 from $70.2 million in 1992 as a result of an increase in the number of homes delivered. As a percentage of home sales, cost of home sales increased to 82.1% from 78.5%.
Selling, General and Administrative expenses ("SG&A") increased to $16.0 million in 1993 from $14.5 million in 1992, but as a percentage of total revenues, these expenses remained at 15.1%. The $2.6 million (or 35.2%) increase in the Company's interest cost incurred in 1993 as compared to the same period in 1992 was primarily attributable to the larger outstanding debt following the issuance of the 12 1/2% Senior Notes due 2003 in January 1993.
Net income decreased to $2.6 million in 1993 from $5.1 million in the comparable period in 1992, due mainly to the reduced margins from the sale of homes and the effect of a nonrecurring expense of $999,288, net of taxes from the write-off of unamortized debentures and loan costs. The reasons for lower margins are the inability to meaningfully increase selling prices, increased competition which resulted in the absorption of higher construction costs and the impact of higher capitalized interest.
LIQUIDITY AND CAPITAL RESOURCES
The Company's financing needs depend primarily upon sales volume, asset turnover, land acquisition and inventory balances. The Company has financed its working capital need through funds generated by operations, borrowings and the periodic issuance of common stock.
On January 12, 1993, the Company issued $70.0 million of its 12 1/2% Senior Notes ("Notes") due January 15, 2003. The Notes are senior unsecured obligations of the Company subject to redemption, at the Company's option, on or after January 15, 1998 at 105% of the principal amount and thereafter at prices declining annually to 100% on or after January 15, 2001. The indenture under which the Notes were issued requires sinking fund payments of $17.5 million on January 15, 2001 and January 15, 2002. The indenture contains provisions restricting the amount and type of indebtedness the Company may incur, the purchase by the Company of its stock and the payment of dividends. At December 31, 1994, approximately $1,478,000 of consolidated retained earnings were unrestricted for the payment of cash dividends.
The Company has also entered into a $10.0 million revolving line of credit available at a rate of prime plus 1.5%, which expires June 30, 1996. This line can be used to finance on going development, construction of residential real estate and other short-term capital needs.
As of December 31, 1994, $10.0 million of this line of credit was available for use by the Company.
The Company also has outstanding an aggregate balance of approximately $17.4 million of purchase money mortgages at interest rates from 9.2% - 11.5% which are collateralized by land and buildings. All of these mortgages are payable in 1995 and 1996.
The Company does not have any current commitments for capital expenditures and believes it has adequate liquidity from the proceeds of the Notes, additional borrowing permitted under the indenture, its line of credit and amounts generated from operations to provide funds, on both a short and long term basis to finance its home building activities and meet its debt service requirements.
On December 12, 1994, the Company declared a dividend of $.20 per share on its Class A common stock and $.225 on its Class B common stock to shareholders of record as of December 30, 1994, which dividends were paid on January 12, 1995. The Company intends to continue the payment of semi-annual dividends. The payment of cash dividends is at the discretion of the Board of Directors and will depend on results of operations, capital requirements, the Indenture, the Company's financial condition and such other factors as the Board of Directors of the Company may consider. There can be no assurance as to the amount, if any, or timing of cash dividends.
INFLATION
The Company, as well as the home building industry in general, may be adversely affected during periods of high inflation, primarily because of higher land and construction costs. In addition, higher mortgage interest rates may significantly affect the affordability and availability of permanent mortgage financing to prospective purchasers. Inflation also increases the Company's cost of labor and materials. The Company attempts to pass through to its customers any increases in its costs through increased selling prices. During the last three years, the Company has experienced a reduction in gross margins on the sale of homes. In some part, these reduced margins are the result of the Company being unable to raise selling prices and pass on increased construction costs. There is no assurance that inflation will not have a material adverse impact on the Company's future results of operations.
ACCOUNTING METHODS
During 1987, the Company changed its method of accounting for income taxes to conform to Statement of Financial Accounting Standards No. 96 "Accounting for Income Taxes, " which requires the liability method as measured by the provisions of the enacted tax laws. The amount of deferred taxes payable is recognized under the liability method at the date of the Consolidated Financial Statements. During 1992, the Financial Accounting Standards Board adopted Statement of Financial Accounting Standards No. 109, which supersedes Statement of Financial Accounting Standards No. 96, and became effective for fiscal years beginning after December 15, 1992. The effect of the adoption of this Statement did not have a material effect on the Consolidated Financial Statements.
ITEM 8
ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
ORIOLE HOMES CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31,
ASSETS
The accompanying notes are an integral part of these statements.
ORIOLE HOMES CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31,
LIABILITIES AND SHAREHOLDERS' EQUITY
The accompanying notes are an integral part of these statements.
ORIOLE HOMES CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
YEARS ENDED DECEMBER 31,
The accompanying notes are an integral part of these statements.
ORIOLE HOMES CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31,
The accompanying notes are an integral part of these statements.
ORIOLE HOMES CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992
The accompanying notes are an integral part of these statements.
ORIOLE HOMES CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER INFORMATION
Principles of Consolidation
The accompanying Consolidated Financial Statements include the accounts of Oriole Homes Corp. and all wholly-owned subsidiaries (the Company). Significant intercompany accounts and transactions have been eliminated in consolidation.
Operations
The Company, a Florida corporation, is a developer of single and multi-family residential communities in southeast Florida. The Company's receivables are primarily mortgages which are collateralized by real estate.
Revenue Recognition
The Company records revenues and profits from sales of real estate in accordance with Statement of Financial Accounting Standards No. 66, "Accounting for Sales of Real Estate."
Inventories
Inventories are carried at cost, plus accumulated development and construction costs (including capitalized interest and real estate taxes). House and condominium inventories which are completed and being held for sale aggregate approximately $12,152,000 in 1994 and $11,505,000 in 1993. The accumulated costs of land, houses and condominiums are not in excess of estimated net realizable value.
Interest Capitalization
The Company follows the practice of capitalizing certain interest costs incurred on land under development and houses and condominiums under construction. Such capitalized interest is included in cost of house and condominium sales when the units are delivered. During the years 1994, 1993, and 1992 respectively, the Company capitalized interest in the amount of $9,736,452, $9,997,908 and $6,944,173 and expensed as a component of cost of goods sold $9,313,121, $10,036,456 and $7,685,554.
(continued)
ORIOLE HOMES CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER INFORMATION - Continued
Depreciation
The Company provides for depreciation of property and equipment by the straight-line and accelerated methods over the following estimated useful lives of the various classes of depreciable assets:
Buildings 25 to 27 years Furniture, fixtures and equipment 3 to 7 years
Debt Issuance Costs and Unamortized Discount
Costs incurred in connection with obtaining debt have been deferred and are being amortized by the interest method over the term of the debt.
Cash Equivalents
Cash equivalents consist of highly liquid investments with maturities of three months or less when purchased.
Concentration of Credit Risk
The Company's cash and cash equivalents are placed mainly with one institution with a high credit rating. The carrying amount approximates fair value due to the short maturity of these instruments.
Net Income Per Share
Earnings per common share is computed by dividing net income by the weighted average number of shares outstanding during each year: 4,625,524 shares in 1994; 4,625,524 shares in 1993; 4,334,650 shares in 1992.
Income Taxes
The Company has adopted Statement of Financial Accounting Standards No. 109. The effect of the adoption of this Statement did not have a material effect on the Consolidated Financial Statements.
(continued)
ORIOLE HOMES CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER INFORMATION - Continued
Financial Statement Reclassification
Certain amounts reflected in the consolidated financial statements for the year ended December 31, 1993 have been reclassified to conform to the presentation for the year ended December 31, 1994.
NOTE B - RECEIVABLES
First and second mortgage notes receivable bear interest at rates ranging from 6% to 14%. Minimum payments required on the first and second mortgage notes in each of the five years subsequent to December 31, 1994 are: 1995 - $228,943; 1996 - $23,097; 1997 - $23,736; 1998 - $20,783; and 1999 - $18,722.
NOTE C - LIFE INSURANCE
The Company purchased life insurance on the lives of two of its officers and their spouses (officers) who own significant shares of common stock of the Company. An irrevocably designated trustee of the officers is the beneficiary. The accumulated premiums on the above policies during the years ended December 31, 1994 and 1993 were $427,568 and $213,784, respectively, and are classified as other assets.
Upon the death of the officers or termination of the policies, the Company shall receive an amount equal to the aggregated premiums paid less any policy loans and unpaid interest or cash withdrawals received by the Company.
In connection with the policies, the Company has an option with the officers to acquire all or any part of the Class A or Class B common stock of the Company owned by such individuals at the market price of such securities at the time of their death.
NOTE D - INVESTMENT IN AND ADVANCES TO JOINT VENTURE
The Company entered into two joint venture agreements, during 1994 and 1993, to construct and sell homes. The joint ventures are accounted for using the cost method. The Company's investment and advances are as follows:
ORIOLE HOMES CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
NOTE E - MORTGAGE SUBSIDIARY
South Florida Residential Mortgage Company (SFRMC), a wholly-owned subsidiary of the Company, provides mortgage financing services. Summarized financial information for SFRMC is as follows:
NOTE F - REVOLVING LOAN AGREEMENT
A revolving loan agreement (line of credit), collateralized by land, was entered into during 1993 with a bank. The line of credit provides up to $10,000,000 of borrowings, all of which is available at an interest rate of prime plus 1.5%. The agreement expires June 30,1996.
The line of credit can be used to finance ongoing development and construction of residential real estate and short-term capital needs and will only require monthly interest payments. The credit agreement has no compensating balance arrangements and contains typical restrictions and covenants, the most restrictive of which include the following:
a. The Company shall maintain, at all times through the life of the loan, its consolidated tangible net worth at not less than $70,000,000.
(continued)
ORIOLE HOMES CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
NOTE F - REVOLVING LOAN AGREEMENT - Continued
b. The Company's ability to incur additional debt is restricted by covenants in the agreement.
Average interest rates and balances outstanding, for revolving lines of credit payable to banks, based on a weighted average are as follows:
NOTE G - MORTGAGE NOTES PAYABLE
Mortgage notes payable at December 31, 1994 and 1993, are summarized as follows:
(continued)
ORIOLE HOMES CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
NOTE G - MORTGAGE NOTES PAYABLE - Continued
Minimum payments required in periods subsequent to December 31, 1994, are as follows:
NOTE H - INCOME TAXES
Deferred income taxes and benefits are provided for significant income and expense items recognized in different years for tax and financial reporting purposes. Temporary differences which give rise to significant deferred tax assets (liabilities) follow:
(continued)
ORIOLE HOMES CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
NOTE H - INCOME TAXES - Continued
The Company files consolidated income tax returns. The components of the provision for income taxes are as follows:
The reasons for the difference between the total tax expense and the amount computed by applying the statutory federal income tax rate to income before income taxes are as follows:
(continued)
ORIOLE HOMES CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
NOTE H - INCOME TAXES - Continued
Deferred income tax provision results from temporary differences in the recognition of revenues and expenses for tax and financial statement purposes. The sources of these differences are as follows:
NOTE I - CUSTOMER DEPOSITS
Certain customer deposits, pursuant to statutory regulations of the State of Florida or by agreement between the buyer and seller, are held in segregated bank accounts. At December 31, 1994 and 1993, cash in the amounts of approximately $253,000 and $385,000, respectively, was so restricted.
The Company entered into an escrow agreement with a bank and the Division of Florida Land Sales and Condominiums which allowed the Company to use customer deposits which were previously maintained in an escrow account. Deposits of up to $1,900,000 in 1994 and $2,700,000 in 1993, which could be released to the Company, are guaranteed by performance bonds aggregating $5,000,000 for 1994 and $4,500,000 for 1993.
ORIOLE HOMES CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
NOTE J - ACCRUED EXPENSES AND OTHER LIABILITIES
Accrued expenses and other liabilities include the following:
NOTE K - SENIOR NOTES
Senior Notes are comprised as follows:
On January 13, 1993, the Company issued 12 1/2% senior notes ("Notes"), due January 15, 2003. The Notes have a face value $70,000,000 and were issued at a discount of $1,930,000. The notes are senior unsecured obligations of the Company subject to redemption at the Company's option on or after January 15, 1998 at 105% of the principal amount and thereafter at prices declining annually to 100% of the principal amount on or after January 15, 2001.
The indenture under which senior notes were issued requires sinking fund payments of $17,500,000 on January 15, 2001 and January 15, 2002. The indenture contains provisions restricting the amount and type of indebtedness the Company may incur, the purchase by the Company of its stock and the payment of cash dividends. At December 31, 1994, approximately $1,478,000 of consolidated retained earnings were unrestricted for the payment of cash dividends.
ORIOLE HOMES CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
NOTE L - STOCK OPTIONS
The Company adopted two stock option plans: one for employees and one for non-employee directors, both effective in 1994. Under the stock option plan for employees (the "Plan"), 400,000 shares of Class B common stock are reserved for issuance upon exercise of stock options. The Plan is designed as a means to retain and motivate employees who provide management services. The Compensation Committee administers and interprets the Plan and is authorized to grant options thereunder to all regular employees of the Company.
The Plan provides for the granting of incentive stock options on such terms and at such prices as may be determined by the Board of Directors. The per share exercise price of incentive stock options cannot be less than the fair market value per share of the Class B common stock on the date of the grant. Each option is exercisable after the period or periods specified in the option agreement, but no option may be exercised more than ten years after the date of the grant. No participant may be granted options for more than 20,000 shares in any year or an aggregate of 80,000 shares. Options granted under the Plan are not transferable other than by will or by the laws of descent and distribution. Options under the Plan may not be granted after November 23, 2003. No options have been granted to date under the Plan.
Under the stock option plan for non-employee directors (the "Plan"), 20,000 shares of class B common stock are available for issuance. The Plan is designed to retain and motivate non-employee directors. The Executive Committee administers the Plan and is authorized to grant options to each non-employee director.
The Plan provides for the granting of stock options at an exercise price per share equal to the fair market value on the business day immediately preceding the Annual Meeting of Shareholders. Each option is excercisable after the period or periods specified in the option agreement, but no option may be exercised more than 10 years after the date of the grant. Options will expire earlier if an optionee terminates services as a director. No participant may be granted options for more than 6,000 shares. Options are not assignable. The Plan may be terminated at any time as determined by the Board of Directors or Stockholders. As of December 31, 1994, options for 3,600 shares have been granted.
NOTE M - COMMON STOCK
During the second quarter of 1992 the Company issued 832,000 shares of Class B common stock, par value $.10 per share, for $10.25 per share. The net proceeds from the sales were $7,978,880 after expenses, underwriting discounts and commissions.
(continued)
ORIOLE HOMES CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
NOTE M - COMMON STOCK - Continued
Class A common stock and Class B common stock have identical dividend rights with the exception that the Class B common stock is entitled to a $.025 per share additional dividend. Class A common stock is entitled to one vote per share, while Class B common stock is entitled to one-tenth vote per share. Holders of Class B common stock are entitled to elect 25% of the Board of Directors as long as the number of outstanding shares of Class B common stock is at least 10% of the number of outstanding shares of both classes of common stock. At the option of the holder of record, each share of Class A common stock may be converted at any time into one share of Class B common stock.
During 1994, the Board of Directors canceled the Class A (96,422 shares) and Class B (165,464) common stock in treasury.
NOTE N - LEASING ARRANGEMENTS
Rental properties
In connection with certain housing developments, the Company leases recreation facilities. The Company also leases rental units. These leases are accounted for as operating leases.
The following schedule provides an analysis of the Company's property under operating leases (included in property and equipment) by major classes as of December 31, 1994 and 1993:
(continued)
ORIOLE HOMES CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
NOTE N - LEASING ARRANGEMENTS - Continued
The following is a schedule of approximate future minimum rental income required under these leases as of December 31, 1994:
Offices and Warehouse
The Company leases its offices and warehouse under lease agreements extending through 1997,with options to renew for up to five years, accounted for as operating leases. The following is a schedule, by years, of the approximate future minimum rental payments as of December 31, 1994:
Total rent expense for each of the years ended December 31, 1994, 1993 and 1992 amounted to $199,922.
NOTE O - DEFERRED COMPENSATION PLAN
The Company has a defined contribution plan established pursuant to Section 401(K) of the Internal Revenue Code. Employees contribute to the plan a percentage of their salaries, subject to certain dollar limitations, and the Company matches a portion of the employees' contributions. The Company's contribution to the plan amounted to $67,807 in 1994, $60,851 in 1993 and $56,962 in 1992.
NOTE P - CONTINGENCIES
The Company is involved, from time to time, in litigation arising in the ordinary course of business, none of which is expected to have a material adverse effect on the Company's consolidated financial position or results of operations.
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors Oriole Homes Corp.
We have audited the accompanying consolidated balance sheets of Oriole Homes Corp. and Subsidiaries as of December 31, 1994 and 1993, and the related consolidated statements of income, shareholders' equity, and cash flows for each of the three years in the period ended December 31, 1994. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Oriole Homes Corp. and Subsidiaries at December 31, 1994 and 1993, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 1994, in conformity with generally accepted accounting principles.
GRANT THORNTON
Miami, Florida February 10, 1995
REPORT OF
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
ON SCHEDULES
Board of Directors Oriole Homes Corp.
In connection with our audit of the consolidated financial statements of Oriole Homes Corp. and subsidiaries referred to in our report dated February 10, 1995, which is included in the annual report to security holders and incorporated by reference in Part II of Form 10-K, we have also audited Schedule X for each of the three years in the period ended December 31, 1994. In our opinion, these schedules present fairly, in all material respects, the information required to be set forth therein.
GRANT THORNTON
Miami, Florida February 10, 1995
ITEM 9
ITEM 9 DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
This item is not applicable.
PART III
ITEM 10
ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this item of this part is incorporated by reference to Registrant's definitive proxy statement for the Annual Meeting of Shareholders.
ITEM 11
ITEM 11 EXECUTIVE COMPENSATION
The information required by this item of this part is incorporated by reference to Registrant's definitive proxy statement for the Annual Meeting of Shareholders.
ITEM 12
ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this item of this part is incorporated by reference to Registrant's definitive proxy statement for the Annual Meeting of Shareholders.
ITEM 13
ITEM 13 CERTAIN RELATIONSHIP AND RELATED TRANSACTIONS
The information required by this item of this part is incorporated by reference to Registrant's definitive proxy statement for the Annual Meeting of Shareholders.
PART IV
ITEM 14
ITEM 14 EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K
(1) 1. Financial Statements
The following consolidated financial statements of Oriole Homes Corp. and subsidiaries are included in Part II of this annual report and in the Company's 1994 Annual Report to Shareholders.
Consolidated balance sheets as of December 31, 1994 and 1993.
Consolidated statements of income for the three years ended December 31, 1994.
Consolidated statements of cash flows for the three years ended December 31, 1994.
Consolidated statements of shareholders' equity for the three years ended December 31, 1994.
Notes to consolidated financial statements.
Report of independent certified public accountants.
Selected Quarterly Financial Data for the years ended December 31, 1994 and 1993 included in the Company's 1994 Annual Report to Shareholders which is incorporated by reference as Part II of this annual report.
2. Financial Statement Schedules
The following financial statement schedules of Oriole Homes Corp. and subsidiaries are included in Part IV of this report:
Report of independent certified public accountants.
Schedule X - Supplementary income statement information.
All other schedules are omitted because they are not applicable or not required or because the required information is included in the consolidated financial statements or notes thereto.
3. Exhibits
SCHEDULE X - SUPPLEMENTARY INCOME STATEMENT INFORMATION ORIOLE HOMES CORP. AND SUBSIDIARIES
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report to be Signed on its behalf by the undersigned, thereunto duly authorized.
ORIOLE HOMES CORP.
DATE March 28, 1995 s/R.D.Levy ------------------------ ----------------------------------- R.D. Levy, Chairman of the Board Chief Executive Officer, Director
DATE March 28, 1995 s/A. Nunez ------------------------ ----------------------------------- A. Nunez, Senior Vice President, Treasurer, Chief Financial Officer, Chief Accounting Officer, Director
Pursuant to the requirements of the Securities Exchange Act of 1934 this Annual Report has also been signed by the following persons on behalf of the Registrant in the capacities indicated.
MEMBER OF THE BOARD OF DIRECTORS
DATE March 28, 1995 s/Harry A. Levy ------------------------ ----------------------------------- Harry A. Levy, Director
DATE March 28, 1995 s/E.E. Hubshman ------------------------ ----------------------------------- E.E. Hubshman, Director
DATE March 28, 1995 s/Mark A.Levy ------------------------ ----------------------------------- Mark A. Levy, Director
DATE March 28, 1995 s/Eugene H. Berns ------------------------ ----------------------------------- Eugene H. Berns, Director
DATE March 28, 1995 s/Donald C. McClosky ------------------------ ----------------------------------- Donald C. McClosky, Director
DATE March 28, 1995 s/Richard E. Deems ------------------------ ----------------------------------- Richard E. Deems, Director
DATE March 28, 1995 s/Paul R. Lehrer ------------------------ ----------------------------------- Paul R. Lehrer, Director