FORM 10-Q/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 [X] AMENDMENT NO. 1 TO THE QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1997 ------------- 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 number 0-20832 ------- DEGEORGE FINANCIAL CORPORATION (formerly MILES HOMES, INC.) - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 41-1625724 - -------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 99 Realty Drive, Cheshire, Connecticut 06410 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (203) 699 - 3400 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) 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 ----- ----- Shares of Common Stock outstanding as of August 19, 1997: 10,810,193 DEGEORGE FINANCIAL CORPORATION INDEX TO FORM 10-Q/A DESCRIPTION OF AMENDMENT PAGE PART I, ITEM 2, MANAGEMENT'S DISCUSSION AND ANALYSIS OF 3 FINANCIAL CONDITION AND RESULTS OF OPERATIONS. Section entitled, "Pending Action Against Former Employees" was omitted from the original filing. In section entitled, "Quarterly Results", second and third paragraphs, explanation has been amended. 2 QUARTERLY RESULTS For the three months ended June 30, 1997, the Company reported total income of $11.5 million as compared to $11.3 million in the similar period in 1996, an increase of $200,000. The increase in total income, which represents gross margin from business activities, was offset by a net increase of $400,000 in selling, general and administrative expenses, including $1.6 million in infomercial advertising, and an increase of $2.8 million in other expenses and distribution center closing costs, of which $2.4 million are non-recurring in nature. During the second quarter of 1997, DeGeorge recorded 292 loan closings as compared to 479 loan closings in the similar period in 1996. The decrease in loan closings is directly attributable to reduced order activity in the first quarter that occurred as a result of the departure of a large number of the Company's most productive sales representatives during the period from July 1996 to March 1997. Many of these sales representatives were recruited to join a competing company set up by former employees of DeGeorge (see "Pending Action Against Former Employees" below). As a reaction to the significant disruption of its field sales activity, the Company was compelled to step up its recruitment of field sales representatives. Accordingly, the Company implemented revisions to the field sales compensation structure and recruitment processes in the latter part of 1996. Since initiating these changes, DeGeorge has steadily rebuilt its field sales force. At June 30, 1997, the number of field sales representatives increased to 187 from 132 at December 31, 1996, of which 50% produced orders in June 1997. Gross orders for the second quarter of 1997 were within 177 orders of the total for the second quarter of 1996 (781 orders in 1997 versus 958 orders in 1996). At June 30, 1997, the inventory of active orders was 504 as compared to 1,041 at June 30, 1996. However, leads generated in the second quarter of 1997 were up 31.3% over the same period in 1996, continuing the strong pace set in the first quarter of 1997 (up 33.4%). The Company believes that the productivity of the new sales force will increase as they gain experience and more fully develop their prospect lists. PENDING ACTION AGAINST FORMER EMPLOYEES On August 20, 1996, the Company initiated a lawsuit in federal court in Minnesota against three former executives of the Company: Paul Vogel, David Gaither and Ray Parker, alleging that these individuals conspired to form a competing business utilizing misappropriated proprietary information and trade secrets of the Company. The Company further alleged that the defendants intentionally disrupted the Company's ongoing business operations by falsely creating a grim view of the Company's financial situation among employees and sales representatives to convince them to leave the Company and join the defendants' new venture. The Company also alleged that these defendants, which included the Company's former national sales manager and a former regional sales manager, while still employed by the Company, encouraged members of the Company's independent sales force to curtail or redirect sales activity. This action is still in the discovery phase. 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. DEGEORGE FINANCIAL CORPORATION (Registrant) Dated: October 28, 1997 By: /s/ SALVATORE A. BUCCI ---------------------- Salvatore A. Bucci Senior Vice President and Chief Financial Officer 4