FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[ x ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarter ended December 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD
FROM __________ TO _________.
Commission File No. l-6830
ORLEANS HOMEBUILDERS, INC.
(Exact name of registrant as specified in its charter)
Delaware 59-0874323
(State or other jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
One Greenwood Square, Suite #101
3333 Street Road
Bensalem, Pennsylvania 19020
(Address of principal executive offices)
Telephone: (215) 245-7500
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (l) 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 ____
Number of shares of common stock outstanding as of February 9, 2001: 11,357,893
(excluding 1,340,238 shares held in Treasury).
Orleans Homebuilders, Inc. and Subsidiaries
PAGE
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PART I - FINANCIAL INFORMATION
------------------------------
Item 1. Financial Statements (unaudited)
Consolidated Balance Sheets at December 31, 2000
and June 30, 2000 1
Consolidated Statements of Operations and Changes
in Retained Earnings for the three and six months
ended December 31, 2000 and 1999 2
Consolidated Statements of Cash Flows for the
six months ended December 31, 2000 and 1999 3
Notes to Consolidated Financial Statements 4
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations. 8
PART II - OTHER INFORMATION
---------------------------
Item 2. Changes in Securities and Use of Proceeds 15
Item 4. Submission of Matters to a Vote of Security Holders 16
Item 6. Exhibits and Reports on Form 8-K 16
Orleans Homebuilders, Inc. and Subsidiaries
Consolidated Balance Sheets
(in thousands)
(Unaudited)
December 31, June 30,
2000 2000
--------- ---------
Assets
Cash $ 5,629 $ 2,719
Restricted cash customer deposits 6,922 8,737
Real estate held for development and sale:
Residential properties completed or under construction 99,474 65,669
Land held for development or sale and improvements 60,009 61,991
Property and equipment, at cost, less accumulated depreciation 894 439
Intangible assets, net of amortization 1,557 -
Receivables, deferred charges and other assets 12,670 10,773
--------- ---------
Total Assets $ 187,155 $ 150,328
========= =========
Liabilities and Shareholders' Equity
Liabilities:
Accounts payable $ 17,478 $ 18,895
Accrued expenses 14,323 10,359
Customer deposits 7,373 8,737
Mortgage and other note obligations primarily secured by real
estate held for development and sale 99,749 69,344
Notes payable related parties 5,208 4,810
Other notes payable 2,419 2,753
Deferred income taxes 2,325 2,159
--------- ---------
Total Liabilities 148,875 117,057
--------- ---------
Commitments and contingencies
Redeemable common stock 500 -
--------- ---------
Shareholders' Equity:
Preferred stock, $1 par, 500,000 shares authorized:
Series D convertible preferred stock, 7% cumulative annual
dividend, $30 stated value, issued and outstanding 100,000
shares ($3,000,000 liquidation preference) 3,000 3,000
Common stock, $.10 par, 20,000,000 shares authorized,
12,698,131 shares issued 1,270 1,270
Capital in excess of par value common stock 17,726 17,726
Retained earnings 16,759 12,250
Treasury stock, at cost (1,340,238 shares held at
December 31, 2000 and June 30, 2000) (975) (975)
--------- ---------
Total Shareholders' Equity 37,780 33,271
--------- ---------
Total Liabilities and Shareholders' Equity $ 187,155 $ 150,328
========= =========
See notes to consolidated financial statements
- 1 -
Orleans Homebuilders, Inc. and Subsidiaries
Consolidated Statements of Operations
and Changes in Retained Earnings
(Unaudited)
(in thousands, except per share amounts)
Three Months Ended Six Months Ended
December 31, December 31,
2000 1999 2000 1999
--------- --------- --------- ---------
Earned revenues
Residential properties $ 72,108 $ 43,715 $ 125,090 $ 84,785
Land sales 1,786 - 1,786 405
Other income 817 610 1,458 1,114
--------- --------- --------- ---------
74,711 44,325 128,334 86,304
--------- --------- --------- ---------
Costs and expenses
Residential properties 61,695 36,439 106,341 71,277
Land sales 1,664 - 1,664 350
Other 320 197 575 408
Selling, general and administrative 7,129 4,302 12,002 8,345
Interest
Incurred 2,836 1,936 4,696 3,721
Less capitalized (2,623) (1,737) (4,392) (3,429)
--------- --------- --------- ---------
71,021 41,137 120,886 80,672
--------- --------- --------- ---------
Income from operations before income taxes 3,690 3,188 7,448 5,632
Income tax expense 1,405 1,203 2,834 2,136
--------- --------- --------- ---------
Net income 2,285 1,985 4,614 3,496
Preferred dividends 52 52 105 105
--------- --------- --------- ---------
Net income available for common shareholders 2,233 1,933 4,509 3,391
Retained earnings, at beginning of period 14,526 6,379 12,250 4,921
--------- --------- --------- ---------
Retained earnings, at end of period $ 16,759 $ 8,312 $ 16,759 $ 8,312
========= ========= ========= =========
Basic earnings per share $ 0.19 $ 0.17 $ 0.39 $ 0.30
========= ========= ========= =========
Diluted earnings per share $ 0.14 $ 0.13 $ 0.29 $ 0.23
========= ========= ========= =========
See notes to consolidated financial statements
- 2 -
Orleans Homebuilders, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
(in thousands)
Six Months Ended
December 31,
2000 1999
-------- --------
Cash flows from operating activities:
Net income $ 4,614 $ 3,496
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 145 113
Deferred taxes (242) -
Changes in operating assets and liabilities net of
effects from purchase of PLC
Restricted cash customer deposits 1,815 (883)
Real estate held for development and sale 14,129 (15,110)
Receivables, deferred charges and other assets (523) (240)
Accounts payable and other liabilities (3,253) 2,620
Customer deposits (1,723) 883
-------- --------
Net cash provided by (used in) operating activities 14,962 (9,121)
-------- --------
Cash flows from investing activities:
Purchases of property and equipment (91) (133)
Acquisition of PLC, net of cash acquired (4,581) -
-------- --------
Net cash used in investing activities (4,672) (133)
-------- --------
Cash flows from financing activities:
Borrowings from loans secured by real estate assets 75,972 55,740
Repayment of loans secured by real estate assets (82,284) (48,705)
Borrowings from other note obligations 4,222 4,497
Repayment of other note obligations (5,185) (3,930)
Preferred stock dividend (105) (105)
-------- --------
Net cash provided by (used in) financing activities (7,380) 7,497
-------- --------
Net increase (decrease) in cash 2,910 (1,757)
Cash at beginning of year 2,719 6,738
-------- --------
Cash at end of year $ 5,629 $ 4,981
======== ========
Supplemental disclosure of cash flow activities:
Interest paid, net of amounts capitalized $ 214 $ 135
======== ========
Income taxes paid $ 1,806 $ 1,886
======== ========
See notes to consolidated financial statements
- 3 -
ORLEANS HOMEBUILDERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(A) Summary of Significant Accounting Policies:
The accompanying unaudited consolidated financial statements are
presented in accordance with the requirements for Form 10-Q and do not
include all the disclosures required by generally accepted accounting
principles for complete financial statements. Reference is made to Form
10-K as of and for the year ended June 30, 2000 for Orleans
Homebuilders, Inc. and subsidiaries (the "Company") for additional
disclosures, including a summary of the Company's accounting policies.
On October 13, 2000 the Company acquired all of the issued and
outstanding shares of Parker & Lancaster Corporation ("PLC"). Unless
otherwise indicated, the term the "Company" includes the accounts of
PLC and its subsidiaries. PLC is engaged in residential real estate
development in North Carolina, South Carolina and Virginia. The
Consolidated Statements of Operations and Changes in Retained Earnings
and the Consolidated Statements of Cash Flows include the accounts of
PLC and its wholly owned subsidiaries from October 13, 2000 through
December 31, 2000. The Consolidated Balance Sheets include the accounts
of PLC and its wholly owned subsidiaries as of December 31, 2000. All
material intercompany transactions and accounts have been eliminated.
In the opinion of management, the consolidated financial statements
contain all adjustments, consisting only of normal recurring accruals,
necessary to present fairly the consolidated financial position of the
Company for the periods presented. The interim operating results of the
Company may not be indicative of operating results for the full year.
(B) Acquisitions:
On October 13, 2000, the Company acquired all of the issued and
outstanding shares of PLC for (i) approximately $5,000,000 in cash at
closing; (ii) subordinated promissory notes in the aggregate principal
amount of $1,000,000, payable over four years; (iii) 150,000 shares of
common stock of Orleans Homebuilders, Inc., issuable in equal
installments on each of the first four anniversaries of the closing of
the acquisition; and (iv) 25% of the
4
pre-tax profits of PLC in excess of $1,750,000 for each of the fiscal
years ended June 30, 2001, 2002 or 2003, subject to a cumulative payout
not in excess of $1,250,000. Interest on the subordinated promissory
notes is payable quarterly. The subordinated promissory notes accrue
interest at an annual rate equal to the prime rate (9.5% at December
31, 2000), subject to a cap of 10% and a floor of 8%. The Company
incurred approximately $485,000 in acquisition related costs to
complete this transaction. The purchase price and transaction costs
were allocated to the fair value of the assets and liabilities acquired
in accordance with Accounting Principles Board Opinion ("APB") No. 16,
"Business Combinations". Approximately $1,598,000 was allocated to
intangible assets and goodwill, under the purchase method of
accounting. The intangible assets and goodwill are being amortized on a
straight-line basis over the next 10 years. The accumulated
amortization of intangible assets is approximately $41,000 at December
31, 2000.
In addition to the purchase price, the Company has entered into
employment agreements with the former PLC shareholders, pursuant to
which the Company has agreed to (i) issue up to an aggregate of 150,000
shares of common stock of Orleans Homebuilders, Inc., in equal
installments on each of the first four anniversaries of the closing of
the acquisition; and (ii) make payments equal to 25% of PLC's pre-tax
profits in excess of $1,750,000, for each of the fiscal years ended
June 30, 2001, 2002 or 2003, subject to a cumulative payout of
$1,250,000.
The former shareholders of PLC have the right to cause the Company to
repurchase the common stock issued in this transaction approximately
five years after the closing of the acquisition at a price of $3.33 per
share.
(C) Earnings Per Share:
Basic earnings per common share are computed by dividing net income by
weighted average number of common shares outstanding. Basic shares
outstanding includes the pro rata portion of unconditional shares
issuable as part of the purchase price of the PLC acquisition. Diluted
earnings per share include additional common shares that would have
been outstanding if the dilutive potential common shares had been
issued. The weighted average number of shares used to compute basic
earnings per common share and diluted earnings per common share, and a
reconciliation of the numerator and denominator used in the computation
for the three and six months ended
5
December 31, 2000 and 1999, respectively, are shown in the
following table:
Three Months Ended Six Months Ended
12/31/00 12/31/99 12/31/00 12/31/99
---------- ----------- ----------- ----------
(in thousands) (in thousands)
Total common shares issued 12,698 12,698 12,698 12,698
Less: Average treasury shares
outstanding 1,211 1,340 1,276 1,340
---------- ----------- ----------- ----------
Basic EPS shares 11,487 11,358 11,422 11,358
Effect of assumed shares issued under
treasury stock method for stock options 533 340 470 305
Effect of assumed shares issued for PLC 21 - 86 -
Effect of assumed conversion of $3 million
Convertible Subordinated 7% Note 2,000 2,000 2,000 2,000
Effect of assumed conversion of
$3 million Series D Preferred Stock 2,000 2,000 2,000 2,000
---------- ----------- ---------- ----------
Diluted EPS shares 16,041 15,698 15,978 15,663
========== =========== ========== ==========
Net income available for
common shareholders $ 2,233 $ 1,933 $ 4,509 $ 3,391
Effect of assumed conversion of $3 million
Series D Preferred Stock 52 52 105 105
Effect of assumed conversion of $3 million
Convertible Subordinated 7% Note 33 33 65 65
---------- ----------- ---------- ----------
Adjusted net income for diluted EPS $ 2,318 $ 2,018 $ 4,679 $ 3,561
========== =========== ========== ==========
(D) Supplemental Cash Flow Disclosure:
Non-cash assets acquired and liabilities assumed as a result of the PLC
acquisition were approximately $47,794,000 and $43,311,000,
respectively. In connection with the acquisition, the Company issued a
subordinated promissory note in the aggregate principal amount of
$1,000,000, payable over four years. In addition, the Company agreed to
issue an aggregate of 150,000 shares of common stock issuable in equal
installments on each of the next four anniversaries of the closing of
the acquisition. The former shareholders of PLC have the right to cause
the Company to repurchase the common stock issued in this transaction
approximately five years after the closing of the acquisition at a
price of $3.33 per share.
6
(E) Supplemental Pro Forma Disclosure:
If the PLC acquisition occurred on July 1, 1999, unaudited pro forma
information for the Company would have been as follows:
Six Months Ending December 31,
2000 1999
----------------------------------------
(in thousands, except per share amounts)
Revenue $149,047 $132,043
Income from
operations 6,992 5,378
Net income 4,216 3,213
Earnings per share:
Basic 0.38 0.28
Diluted 0.27 0.21
(F) Residential Properties Completed or under Construction:
Residential properties completed or under construction consists of the
following:
December 31, 2000 June 30, 2000
-------------------- ---------------
(in thousands)
Under contract for sale $61,078 $55,820
Unsold 38,396 9,849
------- -------
$99,474 $65,669
======= =======
(G) Litigation:
From time to time the Company is named as a defendant in legal actions
arising from its normal business activities. Although the amount of
liability that could arise with respect to currently pending actions
cannot be accurately predicted, in the opinion of the Company any such
liability will not have a material adverse effect on the financial
position, operating results or cash flows of the Company.
7
ORLEANS HOMEBUILDERS, INC. AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.
Liquidity and Capital Resources
- -------------------------------
On October 13, 2000, the Company completed its acquisition of all of
the issued and outstanding shares of PLC, a privately-held Virginia corporation
engaged in residential real estate development in North Carolina, South Carolina
and Virginia. The Company paid consideration of (i) approximately $5,000,000 in
cash, (ii) $1,000,000 of subordinated promissory notes payable over four years,
(iii) 150,000 shares of common stock of the Company to be issued in equal
installments on each of the first four anniversaries of the closing of the
acquisition, and (iv) 25% of the pre-tax profits of PLC in excess of $1,750,000
for each of the fiscal years ended June 30, 2001, 2002 or 2003, subject to a
cumulative payout of $1,250,000. The Company also agreed to deliver the
following to the former PLC shareholders under employment agreements (i) up to
an aggregate of 150,000 shares of common stock of the Company, in installments
on each of the first four anniversaries of the closing of the acquisition, and
(ii) 25% of the pre-tax profits of PLC in excess of $1,750,000 for each of the
fiscal years ended June 30, 2001, 2002 or 2003, subject to a cumulative payout
of $1,250,000. The former shareholders of PLC have the right to cause the
Company to repurchase the common stock issued in this transaction approximately
five years after the closing at a price of $3.33 per share. To fund the
acquisition, the Company borrowed $4,000,000 from Jeffrey P. Orleans, Chairman
and Chief Executive Officer of the Company, under its existing unsecured line of
credit agreement and used funds from operations of approximately $1,000,000. As
of November 6, 2000, the Company repaid Mr. Orleans in full from available cash
and funds generated from operations.
The Company requires capital to purchase and develop land, to construct
units, to fund related carrying costs and overhead and to fund various
advertising and marketing programs to facilitate sales. These expenditures
include site preparation, roads, water and sewer lines, impact fees and
earthwork, as well as the construction costs of the homes and amenities. The
Company's sources of capital include funds derived from operations, sales of
assets and various borrowings, most of which are secured. At December 31, 2000,
the Company had approximately $83,409,000 available to be drawn under existing
revolving and construction loans for planned development expenditures, including
unsecured lines of credit of approximately $3,000,000. In addition, the Company
had $4,750,000 available to be drawn under existing unsecured line of credit and
working capital arrangements with Mr. Orleans.
During the six months ended December 31, 2000, the Company acquired
land for future development with an aggregate purchase price of approximately
$7,876,000, including approximately $5,307,000 for land purchases in North
Carolina, South Carolina and Virginia, subsequent to the acquisition of PLC.
8
As of December 31, 2000 the Company had contracted to purchase, or has
under option, land and improved lots that will yield approximately 5,400 homes,
for an aggregate purchase price of approximately $172,000,000. These purchase
agreements are subject to due diligence review and are contingent upon the
receipt of governmental approvals. The Company expects to utilize purchase money
mortgages, secured financings and existing capital resources to finance these
acquisitions. The Company anticipates completing a majority of these
acquisitions over the next several years.
The Company believes that funds generated from operations and financing
commitments from available lenders will provide the Company with sufficient
capital to meet its existing operating needs.
Results of Operations
- ---------------------
The following table sets forth certain details as to residential sales activity
for the periods listed below. The backlog information is as of the end of each
period listed.
Six Months Ended December 31,
2000 1999
--------------------------------------------------------------------------
(Dollars in thousands)
Average Average
Northern Region Price / Price /
New Jersey and Pennsylvania: Amount Units Unit Amount Units Unit
Revenues earned $101,632 375 $ 271 $ 84,785 382 $ 222
New orders 86,250 312 276 89,901 341 264
Backlog 112,518 346 325 106,181 384 277
October 13, 2000
(acquisition date)
To
December 31, 2000
-------------------------------------
(Dollars in thousands)
Southern Region Average
North Carolina, South Carolina Price /
and Virginia: Amount Units Unit
Revenues earned $23,458 97 $ 242
New orders 30,709 126 244
Backlog 36,936 150 246
9
Six Months Ended December 31,
2000 1999
----------------------------------------------------------------------------------
(Dollars in thousands)
Average Average
Price / Price /
Combined Regions Amount Units Unit Amount Units Unit
Revenues earned $125,090 472 $ 265 $ 84,785 382 $ 222
New orders 116,959 438 267 89,901 341 264
Backlog 149,454 496 301 106,181 384 277
The dollar value of new orders for the six months ended December 31, 2000
increased by approximately 30% to $116,959,000 on 438 units compared to
$89,901,000 on 341 units for the six months ended December 31, 1999. The
increase in new order dollars is primarily attributable to the Company's
expansion into North Carolina, South Carolina and Virginia through its
acquisition of PLC. The overall increase in new order dollars is slightly offset
by a decrease of new order dollars in New Jersey and Pennsylvania of
approximately 4% when compared with the six months ended December 31, 1999.
Although new order dollars decreased in the northern region, unit pricing
remained strong. The average price per unit of new orders increased to $276,000
per unit for the six months ended December 31, 2000 compared to $264,000 per
unit for the six months ended December 31, 1999. The increase in average price
per unit of new orders is due to the product mix as well as the demand for new
homes. Strong demand has allowed for unit sales price increases at the majority
of communities open during the first six months of fiscal 2001, when compared
with the same communities and units offered for sale in the first six months of
fiscal 2000.
The dollar backlog at December 31, 2000, increased approximately 41% to
$149,454,000 on 496 homes compared to the backlog at December 31, 1999 of
$106,181,000 on 384 homes. The increase in backlog dollars is primarily
attributable to the Company's acquisition of PLC on October 13, 2000. In
addition, a change in the product mix toward higher priced and larger single
family homes resulted in the increased backlog level.
Inflation
- ---------
Inflation can have a significant impact on the Company's liquidity. Rising costs
of land, materials, labor, interest and administrative costs have generally been
recoverable in prior years through increased selling prices. However, there is
no assurance the Company will be able to continue to increase prices to cover
the effects of inflation in the future.
10
Three Months and Six Months Ended December 31, 2000 and 1999
------------------------------------------------------------
Operating Revenues
- ------------------
Earned revenues for the first six months of fiscal 2001 increased $42,030,000 to
$128,334,000, or 48.7%, compared to the first six months of fiscal 2000.
Revenues from the sale of residential homes included 472 homes totaling
$125,090,000 during the first six months of fiscal 2001, as compared to 382
homes totaling $84,785,000 during the first six months of fiscal 2000.
Approximately $23,458,000 of the increase in residential revenue earned is
attributable to the Company's expansion into North Carolina, South Carolina and
Virginia through its acquisition of PLC. In addition, although homes delivered
in the northern region decreased slightly in the first six months of fiscal year
2001 compared to the prior year, residential revenue earned increased
approximately 20% in the same time period in the northern region. The increase
in residential revenue earned in the northern region in the first six months of
fiscal 2001, as compared to the first six months of fiscal 2000, is primarily
attributable to a change in product mix toward higher priced and larger single
family homes delivered. Single family homes delivered in the northern region for
the first six months of fiscal 2001 accounted for approximately 72% of northern
region residential revenue earned and 55% of unit sales compared with
approximately 60% of residential revenue earned and 46% of unit sales during the
first six months of fiscal 2000. In addition, the average selling price for
single family homes delivered in the northern region increased approximately 22%
during the first six months of fiscal 2001, as compared to the first six months
of fiscal 2000. The increase in average selling price is attributable to the
Company's change in product mix toward higher priced and larger single family
homes.
Earned revenues for the second quarter ending December 31, 2000 increased
$30,386,000 to $74,711,000, or 68.6%, compared to the second quarter of fiscal
2000. Revenues from the sale of residential homes included 277 homes totaling
$72,108,000 during the second quarter of fiscal 2001, as compared to 197 homes
totaling $43,715,000 during the second quarter of fiscal 2000. Approximately
$23,458,000 of the increase in residential revenue earned is attributable to the
Company's expansion into North Carolina, South Carolina and Virginia through its
acquisition of PLC. In addition, the southern region accounted for 97 homes
delivered in the second quarter of 2001.
Costs and Expenses
- ------------------
Costs and Expenses for the first six months of fiscal 2001 increased
$40,214,000, or 49.8%, compared with the first six months of fiscal 2000. The
cost of residential properties for the first six months of fiscal 2001 increased
$35,064,000 to $106,341,000, or 49.2%, when compared with the first six months
of fiscal 2000. Approximately $20,915,000 of the increase in cost of residential
properties is attributable to the Company's expansion into North Carolina, South
Carolina and Virginia, through its acquisition of PLC. Gross profit margin on
residential property revenues was 15% for the first six months of fiscal 2001
compared with 15.9% for the first six months of fiscal 2000. The decrease in
gross profit margin on residential property revenues is primarily related to
residential property revenues earned in the southern region. The gross profit
11
margins in North Carolina, South Carolina and Virginia for the period ending
December 31, 2000 are negatively affected by an increase in inventory value at
the date of acquisition, as a result of the application of purchase accounting
under APB No. 16, "Business Combinations". The gross profit margin on
residential property revenues in New Jersey and Pennsylvania is consistent with
the prior year comparable period.
For the first six months of fiscal 2001, selling, general and administrative
expenses increased $3,657,000 to $12,002,000, or 43.8%, when compared with the
first six months of fiscal 2000. Approximately $1,922,000 of the increase in
selling, general and administrative expenses for the first six months of fiscal
2001 is attributable to the selling, general and administrative expenses
incurred in the southern region by the Company's newly acquired subsidiary, PLC.
In addition, this increase is also attributable to an increase in northern
region incentives, sale office expense and advertising costs in connection with
the increase in revenues earned from higher priced and larger single family
homes. The selling general and administrative expenses as a percentage of
residential property revenue decreased to 9.6% during the first six months of
fiscal 2001 compared to 9.8% in the comparable prior period. The decrease in
selling, general and administrative expenses as a percentage of residential
property revenue can be attributed to an increase in revenues while the fixed
portion of costs related to advertising, sales office expense and administrative
expense remained consistent with the prior comparable period.
Costs and Expenses for the second quarter of fiscal 2001 increased $29,884,000,
or 72.6%, compared with the second quarter of fiscal 2000. The cost of
residential properties for the second quarter of fiscal 2001 increased
$25,256,000 to $61,695,000, or 69.3%, when compared with the second quarter of
fiscal 2000. Approximately $20,915,000 of the increase in cost of residential
properties is attributable to the Company's expansion into North Carolina, South
Carolina and Virginia through its acquisition of PLC. Gross profit margin on
residential property revenues was 14.4% for the second quarter of fiscal 2001
compared with 16.6% for the second quarter of fiscal 2000. The decrease in gross
profit margin on residential property revenues is primarily related to
residential property revenues earned in the southern region. The gross profit
margins in North Carolina, South Carolina and Virginia for the period ending
December 31, 2000 are negatively affected by an increase in inventory value at
the date of acquisition as a result of the application of purchase accounting
under APB No. 16 "Business Combinations". The gross profit margin on residential
property revenues in the northern region is consistent with the prior year
comparable period.
For the second quarter of fiscal 2001, selling, general and administrative
expenses increased $2,827,000 to $7,129,000, or 65.7%, when compared with the
second quarter of fiscal 2000. Approximately $1,922,000 of the second quarter
fiscal 2001 increase in selling, general and administrative expenses is
attributable to the selling, general and administrative expenses incurred in the
southern region by Company's newly acquired subsidiary, PLC. In addition,
northern region incentives, sale office expense and advertising costs partially
contributed to the increase. The selling general and administrative expenses as
a percentage of residential property revenue remained consistent with the
comparable prior period.
12
Net Income Available for Common Shareholders
- --------------------------------------------
Net income available for common shareholders for the first six months of fiscal
2001 increased $1,118,000, or 32.9%, to $4,509,000 ($.39 basic and $.29 diluted
earnings per share), compared with $3,391,000 ($.30 basic and $.23 diluted
earnings per share) for the first six month of fiscal 2000. This increase in net
income available for common shareholders is partially attributable to the
Company's acquired operations in North Carolina, South Carolina and Virginia
through its October 13, 2000 acquisition of PLC. Additionally, increased
residential property revenues in New Jersey and Pennsylvania as a result of a
change in product mix toward higher priced and larger single family homes and
positive home pricing, also contributed to the increase in net income available
for common shareholders.
13
Cautionary Statement for Purposes of the "Safe Harbor" Provisions of the Private
Securities Litigation Reform Act of 1995.
In addition to historical information, this report contains statements
relating to future events or our future results. These statements are
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Act of 1934, as amended (the
"Exchange Act"), and are subject to the Safe arbor provisions created by
statute. Generally words such as "may", "will", "should", "could", "anticipate",
"expect", "intend", "estimate", "plan"(pound) "continue", and "believe" or the
negative of or other variation on these and other similar expressions identify
forward-looking statements. These forward-looking statements are made only as of
the date of this report. We do not undertake to update or revise the
forward-looking statements, whether as a result of new information, future
events or otherwise.
Forward-looking statements are based on current expectations and
involve risks and uncertainties and our future results could differ
significantly from those expressed or implied by our forward-looking statements.
Many factors, including those listed below, could cause the Company's
actual consolidated results to differ materially from those expressed in any
forward-looking statements made by, or on behalf of, the Company:
o changes in consumer confidence due to perceived uncertainty of future
employment opportunities and other factors;
o competition from national and local homebuilders in the Company's
market areas;
o building material price fluctuations;
o changes in mortgage interest rates charged to buyers of the Company's
homes;
o changes in the availability and cost of financing for the Company's
operations, including land acquisition;
o revisions in federal, state and local tax laws which provide incentives
for home ownership;
o inability to successfully integrate acquired businesses;
o delays in obtaining land development permits as a result of (i)
federal, state and local environmental and other land development
regulations, (ii) actions taken or failed to be taken by governmental
agencies having authority to issue such permits, and (iii) opposition
from third parties; and
o increased cost of suitable development land.
14
PART II. OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds.
(c) In connection with the Company's acquisition of PLC, the Company
agreed to issue shares of common stock, $.10 par, of the Company, to six
individuals who are former stockholders of PLC and current employees of a
subsidiary of the Company, as described below.
On October 13, 2000, the Company acquired all of the issued and
outstanding shares of PLC for (i) approximately $5,000,000 in cash at closing;
(ii) subordinated promissory notes in the aggregate principal amount of
$1,000,000, payable over four years; (iii) 150,000 shares of common stock of
Orleans Homebuilders, Inc., issuable in equal installments on each of the first
four anniversaries of the closing of the acquisition; and (iv) 25% of the
pre-tax profits of PLC in excess of $1,750,000 for each of the fiscal years
ended June 30, 2001, 2002 or 2003, subject to a cumulative payout not in excess
of $1,250,000. Interest on the subordinated promissory notes is payable
quarterly. The subordinated promissory notes accrue interest at an annual rate
equal to the prime rate (9.5% at December 31, 2000), subject to a cap of 10% and
a floor of 8%. The Company incurred approximately $485,000 in acquisition
related costs to complete this transaction. The purchase price and transaction
costs were allocated to the fair value of the assets and liabilities acquired in
accordance with APB No. 16, "Business Combinations". Approximately $1,598,000
was allocated to intangible assets and goodwill, under the purchase method of
accounting. The intangible assets and goodwill are being amortized on a
straight-line basis over the next 10 years. The accumulated amortization of
intangible assets is approximately $41,000 at December 31, 2000.
In addition to the purchase price, the Company has entered into
employment agreements with the former PLC shareholders, pursuant to which the
Company has agreed to: (i) issue up to an aggregate of 150,000 shares of common
stock of Orleans Homebuilders, Inc., in equal installments on each of the first
four anniversaries of the closing of the acquisition; and (ii) payments equal to
25% of PLC's pre-tax profits in excess of $1,750,000, for each of the fiscal
years ended June 30, 2001, 2002 or 2003, subject to a cumulative payout of
$1,250,000.
The former shareholders of PLC have the right to cause the Company to
repurchase the common stock issued in this transaction approximately five years
after the closing of the acquisition at a price of $3.33 per share.
The Company relied upon Rule 506 under the Securities Act of 1933 (the
"Act") for its exemption from the registration requirements of the Act. Five of
the six individuals were not accredited investors and the Company reasonably
believed, based on their business experience and certain representations made to
the Company, that those individuals had the required knowledge and expertise in
financial and business matters to evaluate the merits and risks of the Company's
common stock. The Company furnished the information required by Rule 502 under
the Act for each of the six individuals a reasonable time prior to the sales.
15
Item 4. Submission of Matters to a Vote of Security Holders.
On December 7, 2000, the Company held its Annual Meeting of
Stockholders pursuant to a notice dated October 27, 2000. Definitive proxy
materials were filed with the Securities and Exchange Commission prior to the
meeting. A total of 10,327,181 shares were voted at the meeting constituting
90.9% of the 11,357,893 shares entitled to vote.
At the Annual Meeting, the seven nominees (Sylvan M. Cohen, Benjamin
D. Goldman, Robert N. Goodman, Andrew N. Heine, David Kaplan, Lewis Katz and
Jeffrey P. Orleans) who were nominated for re-election and were previously
elected by the stockholders were all elected.
The results of the vote were as follows:
Shares for Which
Share Voted For Vote was Withheld
--------------- -----------------
Sylvan M. Cohen 10,324,411 2,770
Benjamin D. Goldman 10,342,261 2,920
Robert N. Goodman 10,319,411 7,770
Andrew N. Heine 10,324,411 2,770
David Kaplan 10,324,411 2,770
Lewis Katz 10,324,411 2,770
Jeffrey P. Orleans 10,342,261 2,920
Item 6. Exhibits and Reports on Form 8-K.
(a) None.
(b) Reports on Form 8-K.
-------------------
The Company filed a Current Report on Form 8-K dated October 27,
2000, as amended by Form 8-K/A dated December 20, 2000, relating to the
Company's acquisition of all the issued and outstanding shares of Parker &
Lancaster Corporation ("PLC"). The PLC acquisition was reported under Item 2 of
Form 8-K. The audited financial statements of PLC as of June 30, 2000 were filed
under Item 7 of Form 8-K/A. In addition, the unaudited pro forma combined and
condensed balance sheet of the Company at June 30, 2000 and the unaudited pro
forma consolidated statement of operations of the Company for the year ended
June 30, 2000 were filed under Item 7 of Form 8-K/A.
16
ORLEANS HOMEBUILDERS, INC. AND SUBSIDIARIES
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.
ORLEANS HOMEBUILDERS, INC.
(Registrant)
February 14, 2001 /s/ Michael T. Vesey
-----------------------
Michael T. Vesey
President and Chief Operating Officer
February 14, 2001 /s/ Joseph A. Santangelo
------------------------
Joseph A. Santangelo
Treasurer, Secretary and
Chief Financial Officer
17