Attached files
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| 8-K - 8-K - CAVCO INDUSTRIES INC. | cvco-2013724x8k.htm |
COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA DATA
Financial information for Fleetwood is included in Cavco’s consolidated financial statements and the related notes in accordance with the provisions of Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) 810, Consolidation (“ASC 810”). The Company had previously determined that, under GAAP, although Fleetwood is only fifty-percent owned by the Company, Cavco has a controlling interest and is required to fully consolidate the results of Fleetwood. The primary factors that contributed to this determination were Cavco’s management and board control of Fleetwood wherein members of Cavco’s management hold all of the seats on the board of directors of Fleetwood. In addition, pursuant to a management services agreement among the Fleetwood shareholders, Cavco provides all executive-level management services to Fleetwood including, among other things, general management oversight, marketing and customer relations, accounting and cash management. The Sellers’ financial interest in Fleetwood is considered a “redeemable noncontrolling interest,” and is designated as such in Cavco’s consolidated financial statements upon completion of the Stock Purchase.
We will account for the Stock Purchase as an equity transaction under GAAP. The results of operations of Fleetwood have already been consolidated with the Company’s financial statements and will continue to be consolidated after the closing of the Stock Purchase Agreement. The redeemable noncontrolling interest held by the Sellers will be eliminated and converted to stockholders' equity upon completion of the Stock Purchase.
The following unaudited pro forma data at March 30, 2013 is presented on a basis to reflect the Stock Purchase as if it had occurred on April 1, 2012. You should read this unaudited pro forma data together with Cavco’s historical audited consolidated financial statements as of and for the three years ended March 30, 2013 and their accompanying notes and management’s discussion and analysis of operations and financial condition included in Cavco’s Annual Report on Form 10-K filed with the SEC on June 11, 2013. These historical results are not necessarily indicative of results to be expected for the year ending March 29, 2014, or in any future period.
Cavco’s historical consolidated financial information has been adjusted in the pro forma financial statements to give effect to pro forma events that are (1) directly attributable to the Stock Purchase; and (2) factually supportable.
The pro forma adjustments are based upon available information and assumptions that management believes reasonably reflect the business combination. We present the unaudited pro forma data for informational and illustrative purposes only as it does not purport to represent what the actual consolidated results of operations or the consolidated financial position of Cavco would have been had the acquisition occurred on the date assumed, nor are they necessarily indicative of future consolidated results of operations or financial position.
CAVCO INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
MARCH 30, 2013
(Dollars in thousands, except per share amounts)
Cavco | Pro Forma | Pro Forma | |||||||||
Historical | Adjustments | Combined | |||||||||
(Unaudited) | (Unaudited) | ||||||||||
ASSETS | |||||||||||
Current assets: | |||||||||||
Cash and cash equivalents | $ | 47,823 | $ | 47,823 | |||||||
Restricted cash, current | 6,773 | 6,773 | |||||||||
Accounts receivable, net | 18,710 | 18,710 | |||||||||
Short-term investments | 6,929 | 6,929 | |||||||||
Current portion of consumer loans receivable, net | 20,188 | 20,188 | |||||||||
Current portion of inventory finance notes receivable, net | 3,983 | 3,983 | |||||||||
Inventories | 68,805 | 68,805 | |||||||||
Assets held for sale | 4,180 | 4,180 | |||||||||
Prepaid expenses and other current assets | 10,267 | 10,267 | |||||||||
Deferred income taxes, current | 6,724 | 6,724 | |||||||||
Total current assets | 194,382 | 194,382 | |||||||||
Restricted cash | 1,179 | 1,179 | |||||||||
Investments | 10,769 | 10,769 | |||||||||
Consumer loans receivable, net | 90,802 | 90,802 | |||||||||
Inventory finance notes receivable, net | 18,967 | 18,967 | |||||||||
Property, plant and equipment, net | 46,223 | 46,223 | |||||||||
Goodwill and other intangibles, net | 79,435 | 79,435 | |||||||||
Deferred income taxes | 2,742 | 2,742 | |||||||||
Total assets | $ | 444,499 | $ | 444,499 | |||||||
LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||||
Current liabilities: | |||||||||||
Accounts payable | $ | 14,118 | $ | 14,118 | |||||||
Accrued liabilities | 62,718 | 62,718 | |||||||||
Current portion of securitized financings | 10,169 | 10,169 | |||||||||
Total current liabilities | 87,005 | 87,005 | |||||||||
Securitized financings | 72,118 | 72,118 | |||||||||
Deferred income taxes | 16,492 | 16,492 | |||||||||
Redeemable noncontrolling interest | 91,994 | $ | (91,994 | ) | — | ||||||
Stockholders' equity | |||||||||||
Preferred stock, $.01 par value; 1,000,000 shares authorized; No shares issued or outstanding | — | — | |||||||||
Common stock, $.01 par value; 20,000,000 shares authorized; Outstanding 6,967,954 shares historical and 8,835,324 shares pro forma combined | 70 | 20 | 90 | ||||||||
Additional paid-in capital | 135,053 | 91,797 | 226,850 | ||||||||
Retained earnings | 41,590 | 41,590 | |||||||||
Accumulated other comprehensive income | 177 | $ | 177 | 354 | |||||||
Total stockholders' equity | 176,890 | 268,884 | |||||||||
Total liabilities, redeemable noncontrolling interest and stockholders' equity | $ | 444,499 | $ | 444,499 | |||||||
CAVCO INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE FISCAL YEAR ENDED MARCH 30, 2013
(Dollars in thousands, except per share amounts)
Cavco | Pro Forma | Pro Forma | |||||||||
Historical | Adjustments | Combined | |||||||||
(Unaudited) | (Unaudited) | ||||||||||
Net revenue | $ | 452,300 | $ | 452,300 | |||||||
Cost of sales | 351,945 | 351,945 | |||||||||
Gross profit | 100,355 | 100,355 | |||||||||
Selling, general and administrative expenses | 79,313 | 79,313 | |||||||||
Income from operations | 21,042 | 21,042 | |||||||||
Interest expense | (5,973 | ) | (5,973 | ) | |||||||
Other income | 1,579 | 1,579 | |||||||||
Income before income taxes | 16,648 | 16,648 | |||||||||
Income tax expense | (6,351 | ) | (6,351 | ) | |||||||
Net income | 10,297 | 10,297 | |||||||||
Less: net income attributable to redeemable noncontrolling interest | 5,334 | $ | (5,334 | ) | — | ||||||
Net income attributable to Cavco common stockholders | $ | 4,963 | 5,334 | $ | 10,297 | ||||||
Comprehensive income: | |||||||||||
Net income | $ | 10,297 | $ | 10,297 | |||||||
Unrealized gain on available-for-sale securities, net of tax | 238 | 238 | |||||||||
Comprehensive income | 10,535 | 10,535 | |||||||||
Comprehensive income attributable to redeemable noncontrolling interest | 5,453 | (5,453 | ) | — | |||||||
Comprehensive income attributable to Cavco common stockholders | $ | 5,082 | $ | 5,453 | $ | 10,535 | |||||
Net income per share attributable to Cavco common stockholders: | |||||||||||
Basic | $ | 0.71 | $ | 1.17 | |||||||
Diluted | $ | 0.71 | $ | 1.16 | |||||||
Weighted average shares outstanding: | |||||||||||
Basic | 6,956,706 | 1,867,370 | 8,824,076 | ||||||||
Diluted | 7,027,204 | 1,867,370 | 8,894,574 | ||||||||