Exhibit 99.1
INDEX TO FINANCIAL STATEMENTS |
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Unaudited Pro Forma Condensed Consolidated Financial Statements: |
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Introduction | F-2 |
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Unaudited Pro Forma Condensed Consolidated Balance Sheet at January 27, 2008 | F-3 |
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Unaudited Pro Forma Condensed Consolidated Balance Sheet at April 29, 2007 | F-4 |
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Unaudited Pro Forma Condensed Consolidated Statement of Operations for the nine months ended January 27, 2008 | F-5 |
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Unaudited Pro forma Condensed Consolidated Statement of Operations for the year ended April 29, 2007 | F-6 |
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Unaudited Pro Forma Condensed Consolidated Statement of Operations for the year ended April 30, 2006 | F-7 |
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Unaudited Pro Forma Condensed Consolidated Statement of Operations for the year ended April 24, 2005 | F-8 |
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Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements | F-9 |
Introduction
The following unaudited pro forma condensed consolidated financial statements give effect to the sale of Fleetwood Folding Trailers, Inc. (“Folding Trailers”), a wholly owned subsidiary of Fleetwood Enterprises, Inc. (“Fleetwood”) to FTCA, LLC.
The unaudited pro forma condensed consolidated balance sheets present the financial position of Fleetwood at January 27, 2008 and April 29, 2007, giving effect to the disposition as if it had occurred on such date. The unaudited pro forma condensed consolidated statements of operations for the nine months ended January 27, 2008 and for each of the three years in the period ended April 29, 2007, give effect to the sale as if it occurred at the beginning of each such period.
The unaudited pro forma financial information is presented for informational purposes only and it is not necessarily indicative of the financial position and results of operations that would have been achieved had the disposition been completed as of the dates indicated and is not necessarily indicative of the Company’s future financial position or results of operations.
The unaudited pro forma condensed consolidated financial statements should be read in conjunction with the historical consolidated financial statements of the Company, including the related notes thereto.
F-2
FLEETWOOD ENTERPRISES, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
JANUARY 27, 2008
(Amounts in thousands)
|
| January 27, 2008 |
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|
| (a) |
| (b) |
| Pro Forma |
| |||
Assets |
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| |||
Cash |
| $ | 20,089 |
| $ | 12,409 |
| $ | 32,498 |
|
Marketable investments |
| 24,990 |
| — |
| 24,990 |
| |||
Receivables |
| 118,717 |
| (5,786 | ) | 112,931 |
| |||
Inventories |
| 183,236 |
| (10,733 | ) | 172,503 |
| |||
Deferred taxes, net |
| 9,160 |
| — |
| 9,160 |
| |||
Other current assets |
| 9,051 |
| (1,373 | ) | 7,678 |
| |||
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| |||
Total current assets |
| 365,243 |
| (5,483 | ) | 359,760 |
| |||
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Property, plant and equipment, net |
| 160,338 |
| (6,061 | ) | 154,277 |
| |||
Deferred taxes, net |
| 42,362 |
| (2,500 | ) | 39,862 |
| |||
Cash value of company-owned life insurance, net |
| 15,227 |
| — |
| 15,227 |
| |||
Goodwill |
| 6,316 |
| (6,316 | ) | — |
| |||
Other assets |
| 39,378 |
| — |
| 39,378 |
| |||
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| |||
Total assets |
| $ | 628,864 |
| $ | (20,360 | ) | $ | 608,504 |
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Liabilities and Shareholders’ Equity |
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| |||
Accounts payable |
| $ | 35,552 |
| $ | (2,332 | ) | $ | 33,220 |
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Employee compensation and benefits |
| 35,601 |
| (3,504 | ) | 32,097 |
| |||
Federal and state income taxes |
| 3,874 |
| — |
| 3,874 |
| |||
Product warranty reserves |
| 38,723 |
| (2,584 | ) | 36,139 |
| |||
Insurance reserves |
| 20,326 |
| — |
| 20,326 |
| |||
Accrued interest |
| 4,768 |
| — |
| 4,768 |
| |||
Other short-term borrowings |
| 8,362 |
| — |
| 8,362 |
| |||
5% convertible senior subordinated debentures |
| 100,000 |
| — |
| 100,000 |
| |||
Liabilities of discontinued operations |
| — |
| 18,875 | (c) | 18,875 |
| |||
Other current liabilities |
| 61,885 |
| (21,638 | ) | 40,247 |
| |||
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Total current liabilities |
| 309,091 |
| (11,183 | ) | 297,908 |
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Deferred compensation and retirement benefits |
| 21,646 |
| — |
| 21,646 |
| |||
Product warranty reserves |
| 20,410 |
| (1,391 | ) | 19,019 |
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Insurance reserves |
| 36,314 |
| — |
| 36,314 |
| |||
6% convertible subordinated debentures |
| 160,142 |
| — |
| 160,142 |
| |||
Other long-term debt |
| 17,482 |
| — |
| 17,482 |
| |||
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Total liabilities |
| 565,085 |
| (12,574 | ) | 552,511 |
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Commitments and contingencies |
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| |||
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Shareholders’ equity |
| 63,779 |
| 1,854 | (d) | 55,993 |
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| (9,640 | ) |
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Total liabilities and shareholders’ equity |
| $ | 628,864 |
| $ | (20,360 | ) | $ | 608,504 |
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See accompanying notes to unaudited pro forma condensed consolidated financial statements.
F-3
FLEETWOOD ENTERPRISES, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
APRIL 29, 2007
(Amounts in thousands)
|
| April 29, 2007 |
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|
| (a) |
| (b) |
| Pro Forma |
| |||
Assets |
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| |||
Cash |
| $ | 52,128 |
| $ | 15,332 |
| $ | 67,460 |
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Marketable investments |
| 24,161 |
| — |
| 24,161 |
| |||
Receivables |
| 123,535 |
| (5,201 | ) | 118,334 |
| |||
Inventories |
| 174,910 |
| (11,966 | ) | 162,944 |
| |||
Deferred taxes, net |
| 7,847 |
| — |
| 7,847 |
| |||
Other current assets |
| 11,256 |
| (1,149 | ) | 10,107 |
| |||
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Total current assets |
| 393,837 |
| (2,984 | ) | 390,853 |
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Property, plant and equipment, net |
| 192,229 |
| (6,775 | ) | 185,454 |
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Deferred taxes, net |
| 46,488 |
| (2,500 | ) | 43,988 |
| |||
Cash value of company-owned life insurance, net |
| 22,956 |
| — |
| 22,956 |
| |||
Goodwill |
| 6,316 |
| (6,316 | ) | — |
| |||
Other assets |
| 41,345 |
| — |
| 41,345 |
| |||
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Total assets |
| $ | 703,171 |
| $ | (18,575 | ) | $ | 684,596 |
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Liabilities and Shareholders’ Equity |
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Accounts payable |
| $ | 52,226 |
| $ | (2,101 | ) | $ | 50,125 |
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Employee compensation and benefits |
| 50,766 |
| (3,748 | ) | 47,018 |
| |||
Federal and state income taxes |
| 2,961 |
| — |
| 2,961 |
| |||
Product warranty reserves |
| 45,926 |
| (3,704 | ) | 42,222 |
| |||
Insurance reserves |
| 18,629 |
| — |
| 18,629 |
| |||
Accrued interest |
| 7,526 |
| — |
| 7,526 |
| |||
Other short-term borrowings |
| 7,314 |
| — |
| 7,314 |
| |||
5% convertible senior subordinated debentures |
| — |
| — |
| — |
| |||
Liabilities of discontinued operations |
| — |
| 17,900 | (c) | 17,900 |
| |||
Other current liabilities |
| 69,970 |
| (19,293 | ) | 50,677 |
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Total current liabilities |
| 255,318 |
| (10,946 | ) | 244,372 |
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Deferred compensation and retirement benefits |
| 28,237 |
| — |
| 28,237 |
| |||
Product warranty reserves |
| 23,253 |
| (1,994 | ) | 21,259 |
| |||
Insurance reserves |
| 34,560 |
| — |
| 34,560 |
| |||
5% convertible senior subordinated debentures |
| 100,000 |
| — |
| 100,000 |
| |||
6% convertible subordinated debentures |
| 160,142 |
| — |
| 160,142 |
| |||
Other long-term debt |
| 17,508 |
| — |
| 17,508 |
| |||
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| |||
Total liabilities |
| 619,018 |
| (12,940 | ) | 606,078 |
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Commitments and contingencies |
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|
| |||
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Shareholders’ equity |
| 84,153 |
| 1,854 | (d) | 78,518 |
| |||
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| (7,489 | ) |
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Total liabilities and shareholders’ equity |
| $ | 703,171 |
| $ | (18,575 | ) | $ | 684,596 |
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See accompanying notes to unaudited pro forma condensed consolidated financial statements.
F-4
FLEETWOOD ENTERPRISES, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED JANUARY 27, 2008
(Amounts in thousands, except per share data)
|
| Nine Months Ended January 27, 2008 |
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|
| (a) |
| (e) |
| Pro Forma |
| |||
Net sales: |
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|
| |||
RV Group |
| $ | 946,789 |
| $ | 59,443 |
| $ | 887,346 |
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Housing Group |
| 390,371 |
| — |
| 390,371 |
| |||
Supply Group |
| 18,715 |
| — |
| 18,715 |
| |||
|
| 1,355,875 |
| 59,443 |
| 1,296,432 |
| |||
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| |||
Cost of products sold |
| 1,145,934 |
| 49,566 |
| 1,096,368 |
| |||
Gross profit |
| 209,941 |
| 9,877 |
| 200,064 |
| |||
Operating expenses |
| 217,574 |
| 9,346 |
| 208,228 |
| |||
Other operating (income) expense, net |
| (6,881 | ) | 23 |
| (6,904 | ) | |||
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| 210,693 |
| 9,369 |
| 201,324 |
| |||
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Operating loss |
| (752 | ) | 508 |
| (1,260 | ) | |||
Other income (expense): |
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| |||
Investment income |
| 3,726 |
| — |
| 3,726 |
| |||
Interest expense |
| (18,346 | ) | (900 | )(f) | (17,446 | ) | |||
|
| (14,620 | ) | (900 | ) | (13,720 | ) | |||
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| |||
Loss from continuing operations before income taxes |
| (15,372 | ) | (392 | ) | (14,980 | ) | |||
Provision for income taxes |
| (4,023 | ) | — |
| (4,023 | ) | |||
Loss from continuing operations |
| $ | (19,395 | ) | $ | (392 | ) | $ | (19,003 | ) |
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Basic and diluted loss per common share from continuing operations |
| $ | (.30 | ) |
|
| $ | (.30 | ) | |
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| |||
Weighted average common shares |
| 64,219 |
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|
| 64,219 |
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See accompanying notes to unaudited pro forma condensed consolidated financial statements.
F-5
FLEETWOOD ENTERPRISES, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED APRIL 29, 2007
(Amounts in thousands, except per share data)
|
| Year Ended April 29, 2007 |
| |||||||
|
| (a) |
| (e) |
| Pro Forma |
| |||
Net sales: |
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| |||
RV Group |
| $ | 1,441,810 |
| $ | 88,575 |
| $ | 1,353,235 |
|
Housing Group |
| 518,258 |
| — |
| 518,258 |
| |||
Supply Group |
| 47,854 |
| — |
| 47,854 |
| |||
|
| 2,007,922 |
| 88,575 |
| 1,919,347 |
| |||
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Cost of products sold |
| 1,730,536 |
| 76,166 |
| 1,654,370 |
| |||
Gross profit |
| 277,386 |
| 12,409 |
| 264,977 |
| |||
Operating expenses |
| 331,900 |
| 20,162 |
| 311,738 |
| |||
Other operating expenses, net |
| 12,502 |
| 15 |
| 12,487 |
| |||
|
| 344,402 |
| 20,177 |
| 324,225 |
| |||
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|
| |||
Operating loss |
| (67,016 | ) | (7,768 | ) | (59,248 | ) | |||
Other income (expense): |
|
|
|
|
|
|
| |||
Investment income |
| 5,902 |
| — |
| 5,902 |
| |||
Interest expense |
| (28,457 | ) | (2,900 | ) (f) | (25,557 | ) | |||
Other, net |
| 18,530 |
| — |
| 18,530 |
| |||
|
| (4,025 | ) | (2.900 | ) | (1,125 | ) | |||
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Loss from continuing operations before income taxes |
| (71,041 | ) | (10,668 | ) | (60,373 | ) | |||
Provision for income taxes |
| (16,609 | ) | — |
| (16,609 | ) | |||
Loss from continuing operations |
| $ | (87,650 | ) | $ | (10,668 | ) | $ | (76,982 | ) |
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Basic and diluted loss per common share from continuing operations |
| $ | (1.37 | ) |
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| $ | (1.20 | ) | |
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| |||
Weighted average common shares |
| 63,964 |
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|
| 63,964 |
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See accompanying notes to unaudited pro forma condensed consolidated financial statements.
F-6
FLEETWOOD ENTERPRISES, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED APRIL 30, 2006
(Amounts in thousands, except per share data)
|
| Year Ended April 30, 2006 |
| |||||||
|
| (a) |
| (e) |
| Pro Forma |
| |||
Net sales: |
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|
| |||
RV Group |
| $ | 1,612,217 |
| $ | 84,108 |
| $ | 1,528,199 |
|
Housing Group |
| 795,596 |
| — |
| 795,596 |
| |||
Supply Group |
| 50,214 |
| — |
| 50,214 |
| |||
Intercompany sales |
| (25,627 | ) | — |
| (25,627 | ) | |||
|
| 2,432,400 |
| 84,018 |
| 2,348,382 |
| |||
|
|
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|
|
|
|
| |||
Cost of products sold |
| 2,009,708 |
| 72,848 |
| 1,936,860 |
| |||
Gross profit |
| 422,692 |
| 11,170 |
| 411,522 |
| |||
Operating expenses |
| 387,133 |
| 15,451 |
| 371,682 |
| |||
Other operating expenses, net |
| 6,054 |
| 33 |
| 6,021 |
| |||
|
| 393,187 |
| 15,484 |
| 377,703 |
| |||
|
|
|
|
|
|
|
| |||
Operating income |
| 29,505 |
| (4,314 | ) | 33,819 |
| |||
Other income (expense): |
|
|
|
|
|
|
| |||
Investment income |
| 5,437 |
| — |
| 5,437 |
| |||
Interest expense |
| (29,662 | ) | — |
| (29,662 | ) | |||
|
| (24,225 | ) | — |
| (24,225 | ) | |||
Income from continuing operations before income taxes |
| 5,280 |
| (4,314 | ) | 9,594 |
| |||
|
|
|
|
|
|
|
| |||
Provision for income taxes |
| (11,345 | ) | — |
| (11,345 | ) | |||
Loss from continuing operations |
| $ | (6,065 | ) | $ | (4,314 | ) | $ | (1,751 | ) |
|
|
|
|
|
|
|
| |||
Basic and diluted loss per common share from continuing operations |
| $ | (0.10 | ) |
|
| $ | (0.03 | ) | |
|
|
|
|
|
|
|
| |||
Weighted average common shares |
| 59,506 |
|
|
| 59,506 |
|
See accompanying notes to unaudited pro forma condensed consolidated financial statements.
F-7
FLEETWOOD ENTERPRISES, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED APRIL 24, 2005
(Amounts in thousands, except per share data)
|
| Year Ended April 24, 2005 |
| |||||||
|
| (a) |
| (e) |
| Pro Forma |
| |||
Net sales: |
|
|
|
|
|
|
| |||
RV Group |
| $ | 1,659,882 |
| $ | 85,181 |
| $ | 1,574,701 |
|
Housing Group |
| 785,547 |
| — |
| 785,547 |
| |||
Supply Group |
| 57,020 |
| — |
| 57,020 |
| |||
Intercompany sales |
| (127,737 | ) | — |
| (127,737 | ) | |||
|
| 2,374,712 |
| 85,181 |
| 2,289,531 |
| |||
|
|
|
|
|
|
|
| |||
Cost of products sold |
| 1,979,482 |
| 75,745 |
| 1,903,737 |
| |||
Gross profit |
| 395,230 |
| 9,436 |
| 385,794 |
| |||
Operating expenses |
| 420,187 |
| 18,890 |
| 401,297 |
| |||
Other operating expenses, net |
| 18,581 |
| 14,818 |
| 3,763 |
| |||
|
| 438,768 |
| 33,708 |
| 405,060 |
| |||
|
|
|
|
|
|
|
| |||
Operating loss |
| (43,538 | ) | (24,272 | ) | (19,266 | ) | |||
Other income (expense): |
|
|
|
|
|
|
| |||
Investment income |
| 2,385 |
| — |
| 2,385 |
| |||
Interest expense |
| (27,349 | ) | — |
| (27,349 | ) | |||
Other, net |
| (2,724 | ) | — |
| (2,724 | ) | |||
|
| (27,688 | ) | — |
| (27,688 | ) | |||
Loss from continuing operations before income taxes |
| (71,226 | ) | (24,272 | ) | (46,954 | ) | |||
Provision for income taxes |
| (1,351 | ) | — |
| (1,351 | ) | |||
|
|
|
|
|
|
|
| |||
Loss from continuing operations |
| $ | (72,577 | ) | $ | (24,272 | ) | $ | (48,305 | ) |
|
|
|
|
|
|
|
| |||
Basic and diluted loss per common share from continuing operations |
| $ | (1.31 | ) |
|
| $ | (0.87 | ) | |
|
|
|
|
|
|
|
| |||
Basic and diluted weighted average common shares |
| 55,332 |
|
|
| 55,332 |
|
See accompanying notes to unaudited pro forma condensed consolidated financial statements.
F-8
Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
(Amounts in thousands)
(a) Reflects the historical financial position and results of operations of Fleetwood Enterprises, Inc. (“Fleetwood”) for the periods and dates shown.
(b) Reflects the results of the sale of the assets and certain liabilities of Folding Trailers to FTCA, LLC summarized as follows:
|
| January 27, 2008 |
| April 29, 2007 |
| |||
|
|
|
|
|
| |||
| Cash proceeds received at closing |
| $ | 12,409 |
| $ | 15,332 |
|
| Less estimated transaction costs |
| (500 | ) | (500 | ) | ||
| Net Consideration |
| $ | 11,909 |
| $ | 14,832 |
|
| Assets of discontinued operations |
| (32,769 | ) | (33,907 | ) | ||
| Liabilities of discontinued operations |
| 13,074 |
| 13,440 |
| ||
| Minimum pension liability (d) |
| (1,854 | ) | (1,854 | ) | ||
| Estimated loss on sale |
| $ | (9,640 | ) | $ | (7,489 | ) |
The unaudited pro forma condensed consolidated balance sheets reflect an adjustment to retained earnings for the estimated loss on sale calculated above. The cash proceeds and estimated loss on sale are based on balances as of January 27, 2008 and April 29, 2007 and will vary based on the actual balances at the closing date. The actual proceeds and loss could vary based on the post-closing working capital adjustment but are expected to approximate $10.7 million and $7.6 million, respectively. The sale is not expected to generate any income tax benefit or provision.
(c) Reflects the liabilities of discontinued operations which are not assumed by FTCA, LLC.
(d) Reflects the elimination of the minimum pension liability in equity.
(e) Reflects the elimination of the revenues and expenses of Folding Trailers.
(f) Reflects the elimination of interest expense directly attributable to Folding Trailers.
F-9