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SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-Q

(Mark One)

|/x/ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
|--- | ---------------------------------------------------------------------------------------

For the Quarterly Period Ended September 30, 1999

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 0-20614

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THE ROTTLUND COMPANY, INC.(Exact name of registrant as specified in its charter)

|MINNESOTA(State or other jurisdiction
of incorporation or organization)         |  | 41-1228259(IRS Employer
Identification No.)
|------------------------------------------------------------------------------- |  | -------------------------------------------
|3065 Centre Pointe Drive, Roseville, MN(Address of principal executive offices) |  | 55113(Zip Code)                            

(651) 638-0500(Registrant's telephone number, including area code)

Not Applicable(Former name, former address and former fiscal year, if changed since last report)

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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 / /

The
number of shares outstanding of the Registrant's common stock, par value $.10 per share, at November 8, 1999 was 5,804,444 shares.

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THE ROTTLUND COMPANY, INC. AND SUBSIDIARIES
INDEX

|           |  |                                                                                              |  | Page
|---------- |  | -------------------------------------------------------------------------------------------- |  | ----
|PART I.    |  | FINANCIAL INFORMATION                                                                        |  |     
|Item 1.    |  | Financial Statements                                                                         |  |     
|           |  | Consolidated balance sheetsSeptember 30, 1999 and March 31, 1999                            |  | 3   
|           |  | Consolidated statements of operationsThree and six months ended September 30, 1999 and 1998 |  | 4   
|           |  | Consolidated statements of cash flowsSix months ended September 30, 1999 and 1998           |  | 5   
|           |  | Notes to consolidated financial statements                                                   |  | 6   
|Item 2.    |  | Management's Discussion and Analysis of Financial
Condition and Results of Operations        |  | 7   
|PART II.   |  | OTHER INFORMATION                                                                            |  | 10  
|SIGNATURES |  | 11                                                                                          



## 

Part I. Financial Information

Item 1. Financial Statements

THE ROTTLUND COMPANY, INC. AND SUBSIDIARIES

Consolidated Balance SheetsUnaudited

As of

|                                                                                                                        |  | September 30, 1999 |             | March 31, 1999
|----------------------------------------------------------------------------------------------------------------------- |  | ------------------ | ----------- | --------------
|ASSETS                                                                                                                 
|Cash and cash equivalents                                                                                               |  | $                  | 4,760,620   |               
|Escrow and other receivables                                                                                            |  |                    | 2,644,195   |               
|Land, development costs and finished lots                                                                               |  |                    | 52,425,858  |               
|Residential housing completed and under construction                                                                    |  |                    | 32,564,362  |               
|Property and equipment, net                                                                                             |  |                    | 893,562     |               
|Deferred financing costs and other assets                                                                               |  |                    | 8,397,801   |               
|                                                                                                                        |  |                    |             |               
|                                                                                                                        |  | $                  | 101,686,399 |               
|                                                                                                                        |  |                    |             |               
|LIABILITIES AND SHAREHOLDERS' EQUITY                                                                                   
|Liabilities:                                                                                                            |  |                    |             |               
|Revolving credit facility                                                                                               |  | $                  | 23,960,000  |               
|Senior notes payable                                                                                                    |  |                    | 24,340,226  |               
|Notes payable                                                                                                           |  |                    | 1,002,692   |               
|Accounts payable                                                                                                        |  |                    | 12,448,413  |               
|Accrued liabilities                                                                                                     |  |                    | 6,047,578   |               
|Income taxes payable                                                                                                    |  |                    | 820,204     |               
|                                                                                                                        |  |                    |             |               
|Total liabilities                                                                                                       |  |                    | 68,619,113  |               
|                                                                                                                        |  |                    |             |               
|Shareholders' equity:                                                                                                   |  |                    |             |               
|Preferred stock, $.10 par value, 10,000,000 shares authorized; none issued                                              |  |                    |            |               
|Common stock, $.10 par value, 40,000,000 shares authorized; issued and outstanding 5,772,913 and 5,745,110 respectively |  |                    | 146,428     |               
|Paid-in capital                                                                                                         |  |                    | 11,848,067  |               
|Retained earnings                                                                                                       |  |                    | 21,072,791  |               
|                                                                                                                        |  |                    |             |               
|Total shareholders' equity                                                                                              |  |                    | 33,067,286  |               
|                                                                                                                        |  |                    |             |               
|                                                                                                                        |  | $                  | 101,686,399 |               
|                                                                                                                        |  |                    |             |               

See
accompanying notes to consolidated financial statements

THE ROTTLUND COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONSUNAUDITED

|                                            |  | For the Three Months
Ended September 30, |            | For the Six Months
Ended September 30, |  
|------------------------------------------- |  | ---------------------------------------- | ---------- | -------------------------------------- | -
|
|Net sales                                   |  | $                                        | 61,304,407 |                                        | $
|Cost of sales                               |  |                                          | 52,091,431 |                                        |  
|                                            |  |                                          |            |                                        |  
|                                            |  |                                          | 9,212,976  |                                        |  
|Selling, general and administrative expense |  |                                          | 6,893,267  |                                        |  
|                                            |  |                                          |            |                                        |  
|Operating income                            |  |                                          | 2,319,709  |                                        |  
|Other (income) expense:                     |  |                                          |            |                                        |  
|Interest expense                            |  |                                          | 681,349    |                                        |  
|Other income                                |  |                                          | (307,945   | )                                      |  
|                                            |  |                                          |            |                                        |  
|Income before provision for income taxes    |  |                                          | 1,946,305  |                                        |  
|                                            |  |                                          |            |                                        |  
|Provision for taxes                         |  |                                          | 798,000    |                                        |  
|                                            |  |                                          |            |                                        |  
|Net income                                  |  | $                                        | 1,148,305  |                                        | $
|                                            |  |                                          |            |                                        |  
|Net income per share                        |  | $                                        | 0.20       |                                        | $
|                                            |  |                                          |            |                                        |  
|Weighted average shares outstanding         |  |                                          | 5,804,444  |                                        |  
|                                            |  |                                          |            |                                        |  

See
accompanying notes to consolidated financial statements



## 

Consolidated Statements of Cash FlowsUnaudited

|                                                                                  |  | For the Six Months Ended
September 30, |            
|--------------------------------------------------------------------------------- |  | -------------------------------------- | -----------
|
|OPERATING ACTIVITIES:                                                             |  |                                        |            
|Net income                                                                        |  | $                                      | 1,468,809  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                                        |            
|Depreciation                                                                      |  |                                        | 334,303    
|Changes in operating items:                                                       |  |                                        |            
|Escrow and other receivables                                                      |  |                                        | 7,418      
|Land, development costs and finished Lots                                         |  |                                        | (6,110,575 
|Residential housing completed and Under construction                              |  |                                        | (8,837,149 
|Deferred financing costs and other Assets                                         |  |                                        | 774,050    
|Accounts payable                                                                  |  |                                        | 3,543,496  
|Accrued liabilities                                                               |  |                                        | (83,935    
|Income taxes payable                                                              |  |                                        | (3,442,700 
|                                                                                  |  |                                        |            
|Net cash (used for) Operating activities                                          |  |                                        | (12,346,283
|                                                                                  |  |                                        |            
|INVESTING ACTIVITIES:                                                             |  |                                        |            
|Purchase of property and equipment, net                                           |  |                                        | (286,430   
|                                                                                  |  |                                        |            
|FINANCING ACTIVITIES:                                                             |  |                                        |            
|Proceeds from notes payable                                                       |  |                                        | 24,000     
|Repayments of notes payable                                                       |  |                                        | (472,240   
|Proceeds from revolving credit facility, net                                      |  |                                        | 13,675,000 
|Repayment of senior notes payable                                                 |  |                                        | (2,391,000 
|                                                                                  |  |                                        |            
|Net cash used for financing activities                                            |  |                                        | 10,835,760 
|                                                                                  |  |                                        |            
|NET DECREASE IN CASH AND CASH EQUIVALENTS                                         |  |                                        | (1,796,953 
|CASH AND CASH EQUIVALENTS:                                                        |  |                                        |            
|Beginning of period                                                               |  |                                        | 6,557,573  
|                                                                                  |  |                                        |            
|End of period                                                                     |  | $                                      | 4,760,620  
|                                                                                  |  |                                        |            
|SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION:                               |  |                                        |            
|Cash paid for interest, net of amounts capitalized                                |  | $                                      | 1,169,235  
|                                                                                  |  |                                        |            
|Cash paid for income taxes                                                        |  | $                                      | 4,460,700  
|                                                                                  |  |                                        |            

See
accompanying notes to consolidated financial statements

THE ROTTLUND COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 1. General

The
financial statements included herein have been prepared by the Company without audit, in accordance with generally accepted accounting principles, and pursuant to the rules and regulations of the
Securities and Exchange Commission. These interim financial statements should be read in conjunction with the consolidated financial statements and notes in the Company's annual report for the year
ended March 31, 1999 as filed with the Securities and Exchange Commission. In the opinion of management of the Company, these financial statements contain all adjustments of a normal recurring
nature necessary to present fairly the financial position, results of operations and cash flows of the Company for the interim periods presented.

The
Company has experienced, and expects to continue to experience, significant variability in quarterly net sales and net income. Operating results for the three and six months ending
September 30, 1999 are not necessarily indicative of the results that may be expected for the year ending March 31, 2000.

Note 2. Note Payable to Bank

As
of September 30, 1999, the Company had a line-of-credit arrangement with a bank totaling $30,000,000, with interest at the bank's prime rate plus .5%. Borrowings
outstanding at September 30, 1999 were $23,960,000 under this arrangement. In addition, letters of credit totaling approximately $300,000 were outstanding under this arrangement at
September 30, 1999.



Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General

The
following table sets forth certain information regarding the Company's operations for the periods indicated.

|                                            |  | Percentage of Net Sales |  
|------------------------------------------- |  | ----------------------- | -
|
|
|Net sales                                   |  | 100.0                   | %
|Cost of sales                               |  | 85.0                    |  
|                                            |  |                         |  
|Gross profit                                |  | 15.0                    |  
|Selling, general and Administrative expense |  | 11.2                    |  
|                                            |  |                         |  
|Operating income                            |  | 3.8                     |  
|Other (income) expense:                     |  |                         |  
|Interest                                    |  | 1.1                     |  
|Other                                       |  | (.5                     | )
|                                            |  |                         |  
|Income before provision for income taxes    |  | 3.2                     |  
|Provision for income taxes                  |  | 1.3                     |  
|                                            |  |                         |  
|Net income                                  |  | 1.9                     | %
|                                            |  |                         |  
|Number of homes closed                      |  | 376                     |  
|                                            |  |                         |  

Backlog

The
following table sets forth the Company's backlog as of the dates indicated:

|September 30, |  | Number of
Homes |  | Sales Value
|------------- |  | --------------- |  | -----------
|1999          |  | 712             |  | $          
|1998          |  | 698             |  | $          

As
a cautionary note to investors, certain matters discussed in this management's discussion and analysis are forward looking statements within the meaning of the Private Securities Litigation Act of
1995. Such matters involve risks and uncertainties, including changes in economic conditions and interest rates, increases in raw material and labor costs, weather conditions, and general competitive
factors that may cause actual results to differ materially.

Three Months Ended September 30, 1999 Compared to Three Months Ended September 30, 1998

Net
sales for the three months ended September 30, 1999, decreased by 3.9%, to $61.3 million, from $63.8 million for the comparable period of 1998. The number of homes closed by
the Company decreased by 9.4% to 376 homes for the three months ended September 30, 1999, from 415 homes during the same period in 1998. The average selling price of a home increased 6.1% to
$163,000, during the three months ended September 30, 1998 from $153,700 for the comparable period in 1998. This increase was due to an overall increase in prices for homes sold by the Company.



Gross
profit decreased by 5.2%, to $9.2 million for the three months ended September 30, 1999, from $9.7 million for the comparable period of 1998. Gross profit as a percentage of
net sales decreased to 15.0% from 15.2% primarily as a result of the lower revenues in the current quarter versus the prior period.

Selling,
general and administrative expenses increased by 1.5% to $6.9 million in the three months ended September 30, 1999, from $6.8 million for the comparable period of 1998.
The increase is due to increased marketing and advertising costs as a result of preopening costs for the large number of new communities opening for sale over the next six months. As a percentage of
net sales, selling, general and administrative expense increased to 11.2% for the three month period ended September 30, 1999, from 10.7% for the same period in 1998.

Interest
expense decreased to $681,000 for the three months ended September 30, 1999, from $699,000 for the comparable period in 1998. The decrease in interest expense is primarily due to the
Company's lower borrowing needs for the three months ended September 30, 1999 compared to the three months ended September 30, 1998. The Company capitalizes certain interest costs for
land development and includes such capitalized interest in cost of home sales when the related homes are delivered to purchasers.

The
Company's effective tax rate for both periods was approximately 41%, which reflects the federal statutory rate plus state taxes, net of federal income tax benefit.

Six Months Ended September 30, 1999 Compared to Six Months Ended September 30, 1998

Net
sales for the six month period ended September 30, 1999, decreased by 3.6%, to $110.9 million, from $115.1 million for the comparable period of 1998. The number of homes
closed by the Company decreased by 11.0%, to 678 homes for the six months ended September 30, 1999, from 762 homes during the same period in 1998. The average selling price of a home increased
8.3% to $163,600, in 1999 from $151,100 for the same period in 1998. This increase was due to an overall increase in prices for homes sold by the Company.

Gross
profit decreased by 1.2%, to $16.4 million for the six month period ended September 30, 1999, from $16.6 million for the comparable period of 1998. Gross profit as a
percentage of revenue increased to 14.7% from 14.4%, primarily as a result of higher selling prices during the current year due to strong market conditions.

Selling,
general and administrative expenses increased by 5.6%, to $13.1 million in the six month period ended September 30, 1999, from $12.4 million for the comparable period of
1998. The increase is due to increased marketing and advertising costs as a result of preopening costs for the large number of new communities opening for sale over the next six
months.As a percentage of net sales, selling, general and administrative expenses increased to 11.8% for the six months ended September 30,
1999, from 10.8% for the same period in 1998.

Interest
expense decreased to $1,169,000 for the six months ended September 30, 1999, from $1,416,000 for the same period in 1998. The decrease in interest expense is primarily due to the
Company's lower borrowing needs for the six months ended September 30, 1999 compared to the six months ended
September 30, 1998. The Company capitalizes certain interest costs for land development and includes such capitalized interest in cost of home sales when the related homes are delivered to
purchasers.

The
Company's effective tax rate for both periods was approximately 41%, which reflects the federal statutory rate plus state taxes, net of federal income tax benefit.

Liquidity and Capital Resources

At
September 30, 1999, the Company had available cash and cash equivalents of approximately $4,760,620.

The
Company's financing needs depend primarily upon sales volume, asset turnover, and land acquisition and inventory balances. In December 1994, the Company issued $25 million of 12.11%
Senior Notes payable and in February 1996, the Company issued an additional $10 million of 9.42% Senior Notes payable (collectively referred to as the "Senior Notes"). Proceeds were used
to retire certain mortgage notes payable and for working capital purposes. During the second quarter of fiscal 2000, the Company paid an additional 0.5% of interest on each of the senior notes.
Monthly payments of varying amounts are due on the Senior Notes through December 2003.

At
September 30, 1999, the Company also had a $30.0 million revolving credit facility from a commercial lender. Borrowings under this facility's line of credit totaled
$24.0 million at September 30, 1999. The Company has the capacity as of September 30, 1999 to borrow an additional$6.0 million of short-term debt, if otherwise available, without
violating the terms of the Senior Notes. The Company believes those
amounts available under its existing borrowing arrangements (assuming extensions and renewals of debt in the ordinary course of business) and amounts generated from operations will provide funds
adequate for its home building activities and debt service.

The
Company has generally been able to secure financing for its acquisition, development and construction activities, and management believes such arrangements will continue to be available on terms
satisfactory to the Company. There can be no assurance, however, that continued financing for land acquisitions will be available or, if available, will be on terms satisfactory to the Company.

Year 2000 Issues

Management
believes that the Company's core selling and construction operations are largely unautomated and would continue uninterrupted even in the event of Year 2000 problems. As for accounting and
administration, the Company has already upgraded its software, which has been tested and found to be Year 2000 compliant.

The
manufacturer of the computer system on which Rottlund central accounting and management information systems resides has certified that its hardware and operating system software are Year 2000
compliant. The Company's applications software has been tested in the course of normal maintenance. Equipment and software peripheral to Rottlund's central system are being tested for Year 2000
compliance. Any replacements or upgrades required will be completed by November 1999.

The
cost and timing of upgrades to hardware and software corrections are not deemed to be materially different than normally scheduled upgrades. Expenditures to date and future expenditures are not
expected to exceed $100,000.

Management's
contingency plans, which are intended to enable the Company to continue to operate normally, include performing some procedures manually, changing suppliers, if necessary, and repairing
or obtaining replacement systems.

Inflation

The
Company, as well as the homebuilding industry in general, may be adversely affected during periods of high inflation, primarily because of higher land, material and labor costs. In addition,
higher mortgage interest rates may significantly affect the affordability of permanent mortgage financing to prospective purchasers. The Company attempts to pass through to its customers any increase
in its costs through increased selling prices, and to date, inflation has not had a material adverse effect on the Company's results of operations. However, there is no assurance that inflation will
not have a material adverse impact on the Company's future results of operations.



## 

Part IIOther Information

Items 1 through 3.

Not
applicable.

Item 4.  Submission of matters to a vote of security holders.

The
Company held its annual meeting of shareholders on September 8, 1999. Messrs. Bernard J. Rotter, David H. Rotter, Todd M. Stutz, John J. Dierbeck,
Lawrence B. Shapiro, Dennis J. Doyle and Scott D. Rued were elected by a majority of the votes cast as directors for a one-year term. In addition, the shareholders
ratified Arthur Andersen LLP. as the Company's independent public accountants for the fiscal year ending March 31, 2000.

Item 5.

Not
applicable.

Item 6.  Exhibits and Reports on Form 8-K.

Not
applicable.

The
registrant filed no reports on Form 8-K during the three months ended September 30, 1999.



## 

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.

|                        |  | THE ROTTLUND COMPANY, INC.
|----------------------- |  | --------------------------
|Date:  November 8, 1999 |  | By:                       
|                        |  |                           
|Date:  November 8, 1999 |  | By:                       
|                        |  |                           



## QuickLinks

Part I. Financial InformationItem 1. Financial Statements

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Part IIOther InformationItems 1 through 3.Item 4. Submission of matters to a vote of security holders.Item 5.Item 6. Exhibits and Reports on Form 8-K.

SIGNATURES