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 June 30, 1996
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 August 1, 1996: 30,060,281.
STANDARD PACIFIC CORP. AND SUBSIDIARIES
FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 1996
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,
1995.
STANDARD PACIFIC CORP. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED JUNE 30, 1996 AND 1995
(Dollars in thousands, except per share data)
(Unaudited)
1996 1995
--------- -------
HOMEBUILDING AND CORPORATE:
Revenues $101,727 $79,732
Cost of sales 95,782 75,579
--------- -------
Gross margin 5,945 4,153
--------- -------
General and administrative expense 3,182 3,476
Income from unconsolidated joint venture 1,317 1,980
Interest expense 1,548 -
Other income 370 93
--------- -------
Homebuilding and corporate pretax income 2,902 2,750
--------- -------
MANUFACTURING:
Revenues 5,429 3,578
Cost of sales 3,352 2,258
--------- -------
Gross margin 2,077 1,320
--------- -------
Selling, general and administrative expense 1,308 1,446
Other income 11 68
--------- -------
Manufacturing pretax income (loss) 780 (58)
--------- -------
SAVINGS AND LOAN:
Interest income 5,067 6,543
Interest expense 4,391 6,336
--------- -------
Net interest margin 676 207
--------- -------
Provision for loan losses 465 214
General and administrative expense 272 749
Other income (expense) 84 124
--------- -------
Savings and loan pretax income (loss) 23 (632)
--------- -------
CONSOLIDATED INCOME
BEFORE TAXES 3,705 2,060
PROVISION FOR INCOME TAXES (1,494) (848)
--------- -------
NET INCOME $ 2,211 $ 1,212
========= =======
NET INCOME PER SHARE $ .07 $ .04
========= =======
The accompanying notes are an integral part of these consolidated statements.
STANDARD PACIFIC CORP. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND 1995
(Dollars in thousands, except per share data)
(Unaudited)
1996 1995
-------- ---------
HOMEBUILDING AND CORPORATE:
Revenues $163,311 $146,084
Cost of sales 153,825 137,716
-------- ---------
Gross margin 9,486 8,368
-------- ---------
General and administrative expense 6,224 6,499
Income from unconsolidated joint venture 3,029 2,812
Interest expense 3,204 -
Other income 529 227
-------- ---------
Homebuilding and corporate pretax income 3,616 4,908
-------- ---------
MANUFACTURING:
Revenues 9,427 7,724
Cost of sales 5,953 4,934
-------- ---------
Gross margin 3,474 2,790
-------- ---------
Selling, general and administrative expense 2,516 2,831
Other income 61 112
-------- ---------
Manufacturing pretax income 1,019 71
-------- ---------
SAVINGS AND LOAN:
Interest income 10,380 13,378
Interest expense 9,205 12,444
-------- ---------
Net interest margin 1,175 934
-------- ---------
Provision for loan losses 465 264
General and administrative expense 842 1,514
(Loss) on sale of investments and
adjustment for lower of cost or market
on loans available for sale - (156)
Other income (expense) 159 (36)
-------- ---------
Savings and loan pretax income (loss) 27 (1,036)
-------- ---------
CONSOLIDATED INCOME
BEFORE TAXES 4,662 3,943
PROVISION FOR INCOME TAXES (1,878) (1,629)
-------- ---------
NET INCOME $ 2,784 $ 2,314
======== =========
NET INCOME PER SHARE $ .09 $ .08
======== =========
The accompanying notes are an integral part of these consolidated statements.
STANDARD PACIFIC CORP. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(Dollars in thousands)
(Unaudited)
ASSETS
JUNE 30, DECEMBER 31,
1996 1995
--------- ------------
HOMEBUILDING, CORPORATE
AND MANUFACTURING:
Cash and equivalents $ 2,671 $ 895
Investment securities held to maturity 6,101 5,410
Mortgage notes receivable and accrued
interest 2,829 3,203
Other notes and accounts receivable, net 11,543 8,821
Inventories:
Real estate in process of development
and completed model homes 389,979 354,290
Real estate held for sale 10,352 13,386
Manufacturing 1,573 1,332
Property and equipment, at cost, net of
accumulated depreciation of $6,167
in 1996 and $5,875 in 1995 6,097 6,263
Investments in and advances to unconsolidated
joint ventures 4,638 4,460
Deferred income taxes 16,605 17,605
Deferred charges and other assets 6,608 6,859
--------- ------------
Total assets - homebuilding, corporate
and manufacturing 458,996 422,524
--------- ------------
SAVINGS AND LOAN:
Cash and equivalents 8,878 36,702
Investment securities available for sale 34,475 28,635
Mortgage notes receivable and accrued
interest, net 242,791 269,128
Property and equipment, at cost, net 214 266
Real estate acquired in settlement of loans, net 1,959 2,704
Deferred income taxes 3,873 3,825
Investment in FHLB stock 7,718 7,500
Other assets 1,591 1,894
--------- ------------
Total assets - savings and loan 301,499 350,654
--------- ------------
TOTAL ASSETS $760,495 $773,178
======== ============
The accompanying notes are an integral part of these consolidated balance
sheets.
STANDARD PACIFIC CORP. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(Dollars in thousands)
(Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
June 30, December 31,
1996 1995
------------ -----------------
HOMEBUILDING, CORPORATE
AND MANUFACTURING:
Unsecured notes payable $ 75,250 $ 48,500
Trust deed notes payable 21,967 14,854
Accounts payable and accrued expenses 27,181 24,547
10-1/2 percent senior notes due 2000 100,000 100,000
------------ -----------------
Total liabilities - homebuilding, corporate
and manufacturing 224,398 187,901
------------ -----------------
SAVINGS AND LOAN:
Savings accounts 131,017 157,542
FHLB advances 136,000 150,000
Securities sold subject to agreements
to repurchase 7,459 15,016
Accounts payable and accrued expenses 2,878 4,873
------------ -----------------
Total liabilities - savings and loan 277,354 327,431
------------ -----------------
STOCKHOLDERS' EQUITY:
Preferred stock, $.01 par value; 10,000,000
shares authorized; none issued - -
Common stock, $.01 par value; 100,000,000
shares authorized; 30,060,281 and
30,060,281 shares outstanding in 1996
and 1995, respectively 301 301
Paid-in capital 285,655 285,655
Investment securities valuation adjustment (163) (80)
Retained deficit (27,050) (28,030)
------------ -----------------
Total stockholders' equity 258,743 257,846
------------ -----------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $760,495 $773,178
============ =================
The accompanying notes are an integral part of these consolidated balance
sheets.
STANDARD PACIFIC CORP. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND 1995
(Dollars in thousands)
(Unaudited)
1996 1995
---------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 2,784 $ 2,314
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 356 347
Amortization of deferred income and discounts 79 247
Net (gain) loss on sale of investments,
loans and REO (535) (24)
Provision for loan losses 465 264
Changes in cash and equivalents due to:
Inventories (21,737) 17,178
Receivables and accrued interest (2,384) 2,614
Investments in and advances to joint ventures (178) (4,015)
Accounts payable and accrued expenses 696 (5,137)
Deferred income taxes 952 840
Other, net 335 630
---------- -----------
Net cash provided by (used in) operating activities $(19,167) $ 15,258
---------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from the sale of investments and
principal repayments $ 6,961 $ 9,800
Net sales of real estate owned 3,065 1,895
Net (additions to) retirements from property
and equipment (138) (190)
Purchases of investment securities (13,653) (24,065)
New loan fundings and loan purchases (457) (18,078)
Loan sales and principal repayments from loans 24,521 55,524
---------- -----------
Net cash provided by (used in) investing activities $ 20,299 $ 24,886
---------- -----------
The accompanying notes are an integral part of these consolidated statements.
STANDARD PACIFIC CORP. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND 1995
(Dollars in thousands)
(Unaudited)
1996 1995
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from (payments on ) bank lines of
credit and term loans $ 26,750 $ (5,000)
Proceeds from deposits to savings accounts 118,478 166,542
Payments on savings account withdrawals (147,720) (179,598)
Interest credited to savings accounts 2,718 2,062
Principal payments on FHLB advances (14,000) (50,300)
Proceeds from FHLB advances - 55,000
Principal payments on bonds, notes and trust deed
notes payable (4,045) (5,839)
Dividends paid (1,804) (1,837)
Net change in securities sold subject to agreements
to repurchase (7,557) (26,168)
Proceeds form the exercise of stock options - 64
----------- -----------
Net cash provided by (used in) financing activities $ (27,180) $ (45,074)
----------- -----------
Net increase (decrease) in cash and equivalents $ (26,048) $ (4,930)
Cash and equivalents at beginning of period 37,597 16,504
----------- -----------
Cash and equivalents at end of period $ 11,549 $ 11,574
=========== ============
SUMMARY OF CASH BALANCES:
Homebuilding and manufacturing $ 2,671 $ 2,672
Savings and loan 8,878 8,902
----------- ------------
$ 11,549 $ 11,574
=========== ============
SUPPLEMENTAL DISCLOSURES OF
CASH FLOW INFORMATION
Noncash transactions:
Land acquisitions financed by purchase
money trust deeds $ 11,159 $ -
Cash paid during the period for:
Interest, all entities 18,109 22,114
Income taxes 556 530
The accompanying notes are an integral part of these consolidated statements.
STANDARD PACIFIC CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 1996
(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 June 30, 1996 and December 31, 1995, 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 six-month and three-month periods ended June 30, 1996
and 1995:
SIX MONTHS ENDED JUNE 30, THREE MONTHS ENDED JUNE 30,
----------------------------- -----------------------------
1996 1995 1996 1995
------------- ------------- ------------- -------------
Total interest incurred during the
period $ 8,904 $ 9,670 $ 4,065 $ 4,833
Less-interest capitalized as a cost of
real estate inventories 5,700 9,670 2,517 4,833
------------- ------------- ------------- -------------
Net interest expensed $ 3,204 $ - $ 1,548 $ -
============= ============= ============= =============
Interest previously capitalized as a
cost of real estate inventories,
included in cost of sales $ 9,784 $14,397 $ 6,706 $ 7,083
============= ============= ============= =============
3. Reclassifications
-----------------
Certain reclassifications to 1995 financial information have been made to
conform to current period presentation.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
DISCUSSION OF OPERATIONS BY SEGMENT
- -----------------------------------
RESIDENTIAL HOUSING AND CORPORATE SEGMENT
A comparative summary of operating results for residential housing and corporate
operations for the six-month and three-month periods ended June 30, 1996 and
1995 is as follows (dollar amounts in thousands):
SIX MONTHS ENDED JUNE 30, THREE MONTHS ENDED JUNE 30,
----------------------------- -----------------------------
1996 1995 1996 1995
------------- ------------- ------------- -------------
Revenues $ 163,311 $ 146,084 $ 101,727 $ 79,732
Cost of sales 153,825 137,716 95,782 75,579
------------- ------------- ------------- -------------
Gross margin 9,486 8,368 5,945 4,153
------------- ------------- ------------- -------------
Gross margin percentage 5.8% 5.7% 5.8% 5.2%
General and administrative
expense 6,224 6,499 3,182 3,476
Income from unconsolidated
joint venture 3,029 2,812 1,317 1,980
Interest expense 3,204 - 1,548 -
Other income 529 227 370 93
------------- ------------- ------------- -------------
Homebuilding and corporate
pretax income $ 3,616 $ 4,908 $ 2,902 $ 2,750
============= ============= ============= =============
A summary of residential housing key operating data for the six-month and three-
month periods ended June 30, 1996 and 1995 is as follows:
SIX MONTHS ENDED JUNE 30, THREE MONTHS ENDED JUNE 30,
----------------------------- -----------------------------
1996 1995 1996 1995
------------- ------------- ------------- -------------
New homes delivered
California 466 383 308 220
Texas 161 137 89 80
Joint Venture 100 66 41 42
------------- ------------- ------------- -------------
Total 727 586 438 342
------------- ------------- ------------- -------------
Average selling price - excluding
joint venture $ 258,000 $ 280,000 $ 256,000 $ 265,000
Average selling price - including
joint venture $ 252,000 $ 277,000 $ 255,000 $ 264,000
Net new orders 1,024 751 488 424
Backlog at quarter-end 603 447 603 447
During the quarter ended June 30, 1996, the Company delivered 438 new homes
(including 41 homes delivered by the Company's unconsolidated joint venture) at
an average selling price of $255,000 compared to 342 new homes (including 42
homes delivered by the Company's unconsolidated joint venture) at an average
selling price of $264,000 for the 1995 second quarter.
Because of the significance of the joint venture operations, the following
selected operating information has been adjusted on a proforma basis to include
the operating results of the Company's unconsolidated joint venture for the
three months ended June 30, 1996 and 1995 (dollar amounts in thousands).
Discussions of variations and trends in revenues, cost of sales and gross
margins have been made utilizing a comparison of the "As Adjusted" amounts.
THREE MONTHS ENDED JUNE 30, 1996 THREE MONTHS ENDED JUNE 30, 1995
---------------------------------- -----------------------------------
As Reported As Adjusted (1) As Reported As Adjusted (1)
--------------- ---------------- ---------------- ----------------
Revenues $ 101,727 $ 111,767 $ 79,732 $ 90,675
Cost of sales 95,782 104,505 75,579 84,542
--------------- ---------------- ---------------- ----------------
Gross margin $ 5,945 $ 7,262 $ 4,153 $ 6,133
=============== ================ ================ ================
Gross margin
percentage 5.8% 6.5% 5.2% 6.8%
- --------------------------------------
(1) Joint venture revenues for the three month periods ended June 30, 1996 and
1995 amounted to $10.0 million and $10.9 million, respectively.
Residential housing sales for the quarter ended June 30, 1996 increased by
approximately 23.3 percent from the comparable prior year period, while cost of
sales attributed to residential housing increased by approximately 23.6 percent
over the same period. The increase in residential housing sales of
approximately $21.1 million over the 1995 second quarter resulted primarily from
an increase of $25.4 million due to an increase in the number of new homes
delivered partially offset by a decrease of $4.3 million attributable to a 3.4
percent lower average selling price of homes delivered. The decrease in the
average selling price of homes delivered was primarily due to increased
deliveries of homes in the $150,000 to $300,000 price range in the Company's
California markets. The Company expects its average selling price in the
foreseeable future to fluctuate in approximately the $225,000 to $275,000 range.
Residential housing cost of sales for the quarter ended June 30, 1996 increased
by approximately $20.0 million over the 1995 second quarter primarily as a
result of an increase of $23.7 million due to an increase in the number of homes
delivered partially offset by a decrease of $3.6 million attributable to a
decline in the average cost of new homes delivered.
Income from the unconsolidated joint venture decreased to $1.3 million in the
second quarter of 1996 from $2.0 million in the second quarter of 1995. The
joint venture delivered only one less home in the second quarter of 1996 versus
the second quarter of 1995 but income declined 33 percent due to the delivery of
lower priced homes that carried smaller gross margins. It is expected that
deliveries from this joint venture, and the Company's share of its results of
operations, will continue to decrease in 1996 as the venture delivers its lower
priced product and nears the end of its inventory of lots.
The Company's net new orders and new home deliveries for the second quarter of
1996 and the backlog of presold homes at June 30, 1996 were the highest levels
achieved for a second quarter since June 30, 1989. The higher order level and
backlog is primarily due to the opening of several new projects in both the
Northern California and Orange County regions as well as an improving economic
climate in many parts of California.
Inventory Financing Sources
- ---------------------------
Sources of financing for the Company's real estate inventories at June 30, 1996
were: purchase money secured notes 5%; unsecured debt 44% and equity 51%.
MANUFACTURING SEGMENT
A summary of operations for the manufacturing segment for the six-month and
three-month periods ended June 30, 1996 and 1995 is as follows (dollar amounts
in thousands):
SIX MONTHS ENDED JUNE 30, THREE MONTHS ENDED JUNE 30,
----------------------------- -----------------------------
1996 1995 1996 1995
------------- ------------- ------------- -------------
Net product sales $ 9,427 $ 7,724 $ 5,429 $ 3,578
Cost of sales 5,953 4,934 3,352 2,258
------------- ------------- ------------- -------------
Gross margin 3,474 2,790 2,077 1,320
------------- ------------- ------------- -------------
Gross margin percentage 36.9% 36.1% 38.3% 36.9%
General and administrative
expense 2,516 2,831 1,308 1,446
Other income (1) 194 222 79 127
------------- ------------- ------------- -------------
Manufacturing pretax income $ 1,152 $ 181 $ 848 $ 1
============= ============= ============= =============
_________________________________
(1) Includes intersegment income of $133,000 and $110,000 for the six months
ended June 30, 1996 and 1995, respectively, and $68,000 and $59,000 for the
three months ended June 30, 1996 and 1995, respectively. These intersegment
transactions are eliminated in consolidation with no effect on consolidated
earnings.
Net product sales for the quarter ended June 30, 1996 were 22 percent higher
than the prior year second quarter. This improvement was primarily due to
increased deliveries from the Company's new TopLine product line. The Company's
manufacturing segment order backlog amounted to $1.9 million at the beginning of
the second quarter, whereas the backlog totaled $1.2 million at
June 30, 1996. The manufacturing gross margin percentage increased over the
prior year second quarter primarily as a result of the increased sales volume.
General and administrative expenses were reduced through improved cost controls.
SAVINGS AND LOAN SEGMENT ("SAVINGS")
The following is a summary of operations of Savings for the six-month and three-
month periods ended June 30, 1996 and 1995 (dollar amounts in thousands):
SIX MONTHS ENDED JUNE 30, THREE MONTHS ENDED JUNE 30,
----------------------------- -----------------------------
1996 1995 1996 1995
------------- ------------- ------------- -------------
Interest income $ 10,380 $ 13,378 $ 5,067 $ 6,543
Interest expense 9,205 12,444 4,391 6,336
------------- ------------- ------------- -------------
Net interest margin 1,175 934 676 207
------------- ------------- ------------- -------------
Provision for loan losses 465 264 465 214
General and administrative
expense 842 1,514 272 749
(Loss) gain on sale of investments
and adjustment for lower
of cost or market on loans
available for sale - (156) - -
Other income (expense) 159 (36) 84 124
------------- ------------- ------------- -------------
Income (loss) before taxes 27 (1,036) 23 (632)
Provision (credit) for income taxes 11 (432) 10 (263)
------------- ------------- ------------- -------------
Net income (loss) $ 16 $ (604) $ 13 $ (369)
============= ============= ============= =============
- ------------------------------------------
Savings' operating results for the quarter ended June 30, 1996 improved from the
prior year second quarter principally as a result of an improvement in the net
interest margin and a reduction in general and administrative expenses which
reflects a gain of approximately $443,000 from the sale of real estate owned
versus a gain of approximately $111,000 for the 1995 second quarter. These
positive comparisons were partially offset by an increase in the provision for
loan losses.
Savings' assets were approximately $301.5 million at June 30, 1996, a decrease
of $49.2 million from the December 31, 1995 balance. The decrease in assets was
caused by a decrease in mortgage notes receivable and certain cash and
investment securities which were sold or paid off during the first two quarters
in accordance with Savings' goal of reducing its level of 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 June 30, 1996 and 1995:
1996 1995
----------------- -----------------
Weighted Average Rate on:
Interest Earning Assets 6.77% 6.60%
Interest Bearing Liabilities 6.29 6.78
----------------- -----------------
Interest Rate Spread 0.48% (0.18)%
================= =================
The weighted average interest rate on interest earning assets improved during
the second quarter of 1996 when compared to both the second quarter of 1995 and
the first quarter of 1996. This improvement is primarily a result of upward
repricing on certain adjustable rate mortgages which began in late 1995. The
decrease in the average cost of funds was due primarily to the restructuring of
the interest rate swaps and FHLB advances during 1995.
Congress is still considering some form of legislation to recapitalize the
Federal Deposit Insurance Corporation's (FDIC) Savings Association Insurance
Fund (SAIF). The legislation which has been proposed to date would require all
SAIF insured institutions to pay a one time special assessment on their deposits
as of a predetermined date. Based upon recent proposals, this special
assessment could range between $1.5 million and $2.0 million. As of June 30,
1996, the Company had not provided for this potential assessment. It is
possible that this estimate could change.
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,
1995.
CORPORATE SEGMENT
On July 23, 1996, the Board of Directors declared a quarterly dividend of $.03
per share of common stock. The cash dividend will be payable on August 28, 1996
to shareholders of record on August 14, 1996.
Financial Condition
- -------------------
Unsecured notes payable (excluding the 10-1/2% Senior Notes due 2000) totaled
$75.3 million at June 30, 1996 versus $48.5 million at December 31, 1995. This
increase in debt is primarily due to an increase in real estate inventories
resulting from the acquisition of new projects and related development costs.
Total commitments available under the Company's revolving credit facilities
aggregated $115 million at June 30, 1996, of which a total of $70.6 million was
unused and available for additional borrowings under the terms and conditions of
the agreements.
Shelf Registration Statement
- ----------------------------
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, after issuing 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.
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 the future home deliveries and income from
the Company's unconsolidated joint venture; statements regarding the
manufacturing segment's backlog; and statements regarding proposed legislation
to recapitalize the SAIF and its impact on the Company. 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; general economic conditions; 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, the permitting process
for home construction and changes in proposed legislation to recapitalize the
SAIF; 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.
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: August 9, 1996 By: \s\ ARTHUR E. SVENDSEN
----------------------
Arthur E. Svendsen
Chairman of the Board and
Chief Executive Officer
Dated: August 9, 1996 By: \s\ ANDREW H. PARNES
----------------------
Andrew H. Parnes
Treasurer and Chief Financial Officer
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
At the Company's Annual Meeting held on May 14, 1996, the
Company's stockholders re-elected William H. Langenberg and April J. Morris and
elected Stephen J. Scarborough as directors of the Company.
Voting at the meeting was as follows:
Votes Votes Broker
Matter Cast For Withheld Non-Votes
- ----------------------- ------------- -------------- --------------
Election of William H. Langenberg 24,173,901 385,749 -
Election of April J. Morris 24,176,660 382,990 -
Election of Stephen J. Scarborough 24,195,364 364,286 -
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