Exhibit 99.2
Jayco, Corp.
and Subsidiary and Affiliate
Unaudited Condensed Consolidated Financial Report
4.30.2016
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Jayco, Corp. and Subsidiary and Affiliate | | | | |
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Condensed consolidated balance sheets (unaudited) | | | 1 | |
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Condensed consolidated statements of income (unaudited) | | | 2 | |
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Condensed consolidated statements of cash flows (unaudited) | | | 3 | |
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Notes to condensed consolidated financial statements (unaudited) | | | 4-7 | |
Jayco, Corp. And Subsidiary And Affiliate
Condensed Consolidated Balance Sheets (Unaudited)
April 30, 2016 and December 31, 2015
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| | April 30, 2016 | | | December 31, 2015 | |
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ASSETS | | | | | | | | |
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Current Assets | | | | | | | | |
Cash | | $ | 27,323,898 | | | $ | 31,522,009 | |
Investment in trading securities | | | 7,123,033 | | | | 6,861,690 | |
Receivables | | | 101,438,776 | | | | 88,020,406 | |
Inventories | | | 155,724,848 | | | | 115,426,655 | |
Prepaid expenses | | | 2,208,380 | | | | 2,951,018 | |
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Total current assets | | | 293,818,935 | | | | 244,781,778 | |
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Property and Equipment, at depreciated cost | | | 54,418,832 | | | | 53,817,010 | |
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Intangible Assets, net | | | 2,054,317 | | | | 2,201,335 | |
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Goodwill | | | 852,770 | | | | 852,770 | |
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Cash Value of Life Insurance | | | 5,456,586 | | | | 5,456,586 | |
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Other Assets | | | 60,525 | | | | 42,055 | |
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| | $ | 356,661,965 | | | $ | 307,151,534 | |
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LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | |
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Current Liabilities | | | | | | | | |
Accounts payable | | $ | 69,078,145 | | | $ | 40,725,469 | |
Accrued liabilities | | | 115,513,571 | | | | 107,487,736 | |
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Total current liabilities | | | 184,591,716 | | | | 148,213,205 | |
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Long-Term Liabilities | | | | | | | | |
Deferred compensation | | | 3,474,794 | | | | 3,469,461 | |
Supplemental executive retirement plan obligation | | | 7,213,891 | | | | 7,047,240 | |
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Total long-term liabilities | | | 10,688,685 | | | | 10,516,701 | |
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Commitments and Contingencies | | | | | | | | |
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Stockholders’ Equity | | | | | | | | |
Common stock | | | 4,921,461 | | | | 4,921,461 | |
Retained earnings | | | 156,460,103 | | | | 143,500,167 | |
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| | | 161,381,564 | | | | 148,421,628 | |
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| | $ | 356,661,965 | | | $ | 307,151,534 | |
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See notes to condensed consolidated financial statements.
1
Jayco, Corp. And Subsidiary And Affiliate
Condensed Consolidated Statements Of Income (Unaudited)
Four Months Ended April 30, 2016 and 2015
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| | April 30, 2016 | | | April 30, 2015 | |
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Net sales | | $ | 601,327,093 | | | $ | 466,805,728 | |
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Cost of goods sold | | | 538,384,750 | | | | 424,696,041 | |
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Gross profit | | | 62,942,343 | | | | 42,109,687 | |
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Operating expenses: | | | | | | | | |
Selling | | | 13,658,584 | | | | 11,022,656 | |
General and administrative | | | 14,356,264 | | | | 9,426,610 | |
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| | | 28,014,848 | | | | 20,449,266 | |
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Operating income | | | 34,927,495 | | | | 21,660,421 | |
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Nonoperating income (expense): | | | | | | | | |
Investment income | | | 2,229 | | | | 63,489 | |
Interest expense | | | (64,569 | ) | | | (75,840) | |
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| | | (62,340 | ) | | | (12,351) | |
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Net income | | $ | 34,865,155 | | | $ | 21,648,070 | |
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See notes to condensed consolidated financial statements.
2
Jayco, Corp. And Subsidiary And Affiliate
Condensed Consolidated Statements Of Cash Flows (Unaudited)
Four Months Ended April 30, 2016 and 2015
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| | April 30, 2016 | | | April 30, 2015 | |
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Cash Flows From Operating Activities | | | | | | | | |
Net income | | $ | 34,865,155 | | | $ | 21,648,070 | |
Adjustments to reconcile consolidated net income to net cash provided by operating activities | | | | | | | | |
Depreciation and amortization | | | 2,276,002 | | | | 1,766,665 | |
Deferred compensation | | | 35,734 | | | | 26,592 | |
Loss (gain) on sale of property and equipment | | | 24,219 | | | | (1,000) | |
Supplemental executive retirement plan obligation | | | (94,692 | ) | | | (92,098) | |
Change in assets and liabilities, net of acquisitions: | | | | | | | | |
Decrease (increase) in: | | | | | | | | |
Receivables | | | (13,418,370 | ) | | | (19,243,367) | |
Inventories | | | (40,298,193 | ) | | | (6,935,560) | |
Prepaid expenses | | | 742,638 | | | | 783,361 | |
Increase in: | | | | | | | | |
Accounts payable | | | 28,352,676 | | | | 23,593,290 | |
Accrued liabilities | | | 8,025,835 | | | | 3,994,032 | |
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Net cash provided by operating activities | | | 20,511,004 | | | | 25,539,985 | |
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Cash Flows From Investing Activities | | | | | | | | |
Proceeds from sale of property and equipment | | | 150,000 | | | | 35,120 | |
Purchase of property and equipment | | | (2,905,024 | ) | | | (5,471,361) | |
Proceeds from sale of trading securities | | | 474,534 | | | | 115,332 | |
Other | | | (18,470 | ) | | | (177) | |
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Net cash used in investing activities | | | (2,298,960 | ) | | | (5,321,086) | |
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Cash Flows From Financing Activities | | | | | | | | |
Deferred compensation payments | | | (30,401 | ) | | | (27,923) | |
Dividends paid | | | (21,905,220 | ) | | | (20,806,152) | |
Supplemental executive retirement plan payments | | | (474,534 | ) | | | (115,332) | |
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Net cash used in financing activities | | | (22,410,155 | ) | | | (20,949,407) | |
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Decrease in cash | | | (4,198,111 | ) | | | (730,508) | |
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Cash, beginning | | | 31,522,009 | | | | 22,803,857 | |
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Cash, ending | | $ | 27,323,898 | | | $ | 22,073,349 | |
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See notes to condensed consolidated financial statements.
3
Jayco, Corp. and Subsidiary and Affiliate
Notes to Condensed Consolidated Financial Statements
Note 1. | Nature of Businesses and Significant Accounting Policies |
Nature of businesses:
Jayco, Corp. is a management company and the holding company of Jayco, Inc.
Jayco, Inc. and its wholly-owned subsidiary, Highland Ridge RV, Inc. (“Highland Ridge”) are manufacturers of recreational vehicles. The recreational vehicles are sold throughout the United States and Canada and the majority of these vehicles are financed by dealers through financial institutions. Premium Custom Painting Co., a wholly-owned subsidiary of Jayco, Inc., provides painting services, primarily to Jayco, Inc.
Gen23, Corp. is a holding company for Jayco International Sales, Inc.
Jayco International Sales, Inc. is an interest charge domestic international sales corporation.
On June 30, 2016, Jayco, Corp. sold 100% of its stock to an unrelated party.
Significant accounting policies:
Principles of consolidation:
The consolidated financial statements include Jayco, Corp. and its wholly-owned subsidiary, Jayco, Inc. (“Jayco”) and its wholly-owned subsidiaries Highland Ridge RV, Inc. and Premium Custom Painting Co., which are collectively referred to as the Companies. The consolidated financial statements also include an affiliate, Gen23, Corp. and its wholly-owned subsidiary, Jayco International Sales, Inc. All material intercompany accounts and transactions have been eliminated in consolidation.
Use of estimates:
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete consolidated financial statements. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes for the year ended December 31, 2015. In our opinion, these condensed consolidated financial statements reflect all adjustments, consisting of normal, recurring accruals and similar items, necessary to present fairly our Condensed Consolidated Financial Statements for the interim periods presented herein. The consolidated results of operations for the four months ended April 30, 2016 and 2015 are not necessarily indicative of the results to be expected for the full year.
Revenue recognition:
Jayco generally manufactures products based on specific orders from customers and ships completed products only after receiving credit approval from financial institutions. Revenue is recognized when title passes to the customer, which is when the product is shipped to customers in accordance with shipping terms, which are primarily FOB shipping point.
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Jayco, Corp. and Subsidiary and Affiliate
Notes to Condensed Consolidated Financial Statements
Warranties:
Jayco provides a limited warranty primarily for a period of two years after the retail sale date for its products. Jayco’s standard warranty requires Jayco or its dealers to repair or replace defective products during such warranty period at no cost to the consumer. Jayco estimates the costs that may be incurred under its basic limited warranty and records a liability in the amount of such costs at the time product revenue is recognized. Factors that affect Jayco’s warranty liability include the number of units sold, historical and anticipated rates of warranty claims, and cost per claim. Jayco periodically assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary. Jayco utilizes historical trends and analytical tools to assist in determining the appropriate loss reserve levels.
Changes in Jayco’s warranty liability during the four months ended April 30, 2016 and 2015 are as follows:
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| | 2016 | | | 2015 | |
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Balance, beginning | | $ | 69,875,000 | | | $ | 58,336,550 | |
Accruals for products sold | | | 26,795,533 | | | | 17,452,716 | |
Payments made | | | (21,143,728 | ) | | | (14,017,727) | |
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Balance, ending | | $ | 75,526,805 | | | $ | 61,771,539 | |
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Subsequent events:
The Companies have evaluated subsequent events for potential recognition and/or disclosure through September 15, 2016, the date the consolidated financial statements were available to be issued.
Inventories at April 30, 2016 and December 31, 2015 are composed of the following:
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| | 2016 | | | 2015 | |
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Raw materials | | $ | 34,049,571 | | | $ | 28,584,664 | |
Work in process, excluding chassis | | | 9,656,402 | | | | 9,454,854 | |
Finished goods, excluding chassis | | | 45,311,314 | | | | 36,784,887 | |
Chassis | | | 78,307,561 | | | | 52,202,250 | |
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| | | 167,324,848 | | | | 127,026,655 | |
Less LIFO reserve | | | 11,600,000 | | | | 11,600,000 | |
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| | $ | 155,724,848 | | | $ | 115,426,655 | |
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Jayco, Corp. and Subsidiary and Affiliate
Notes to Condensed Consolidated Financial Statements
Note 3. | Property and Equipment |
The cost of property and equipment and the related accumulated depreciation as of April 30, 2016 and December 31, 2015 is as follows:
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| | 2016 | | | 2015 | |
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Land and improvements | | $ | 22,737,579 | | | $ | 22,656,551 | |
Buildings and improvements | | | 62,240,380 | | | | 61,945,527 | |
Machinery and equipment | | | 23,541,213 | | | | 23,552,905 | |
Transportation equipment | | | 2,071,034 | | | | 2,048,724 | |
Office furniture and equipment | | | 16,032,694 | | | | 15,250,057 | |
Construction in progress | | | 2,997,122 | | | | 1,516,068 | |
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| | | 129,620,022 | | | | 126,969,832 | |
Less accumulated depreciation | | | 75,201,190 | | | | 73,152,822 | |
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| | $ | 54,418,832 | | | $ | 53,817,010 | |
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Note 4. | Accrued Liabilities |
The composition of accrued liabilities as of April 30, 2016 and December 31, 2015 is as follows:
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| | 2016 | | | 2015 | |
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Wages and related taxes | | $ | 17,073,459 | | | $ | 17,843,503 | |
Warranty | | | 75,526,805 | | | | 69,875,000 | |
Health and liability insurance | | | 1,907,000 | | | | 1,740,999 | |
Dealer incentives | | | 16,329,488 | | | | 12,789,581 | |
Delivery | | | 3,465,000 | | | | 2,760,000 | |
Other | | | 1,211,819 | | | | 2,478,653 | |
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| | $ | 115,513,571 | | | $ | 107,487,736 | |
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The Companies, with the consent of their stockholders, have elected to have their income taxed under Section 1362 of the Internal Revenue Code and a similar section of the state tax laws which provide that, in lieu of corporation income taxes, the stockholders account for their proportionate shares of the Companies’ items of income, deduction, losses, and credits. The Companies have and intend to make cash distributions for the stockholders’ individual tax liabilities on taxable income generated by the Companies.
The Companies have evaluated their tax positions and have concluded that they have taken no uncertain tax positions that require adjustment to the financial statements. With few exceptions, the Companies are no longer subject to tax examinations by the U.S. federal, state or local tax authorities for years before 2012.
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Jayco, Corp. and Subsidiary and Affiliate
Notes to Condensed Consolidated Financial Statements
One customer accounted for more than 10% of the Companies’ consolidated net sales for the four months ended April 30, 2016 and 2015. Net sales for the four months ended April 30, 2016 and the related accounts receivable balance at April 30, 2016 for this customer was approximately $82,000,000 and $11,000,000 respectively. Net sales for the four months ended April 30, 2015 and the related accounts receivable balance at December 31, 2015 was approximately $68,000,000 and $14,400,000 respectively.
Note 7. | Cash Flows Information |
Supplemental information relative to the statements of cash flows for the four months ended April 30, 2016 and 2015 is as follows:
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| | 2016 | | | 2015 | |
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Supplemental disclosures of cash flows information: | | | | | | | | |
Cash payments for interest | | $ | 102,402 | | | $ | 53,950 | |
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