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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 1
Date of report (Date of earliest event reported): September 19, 1996
PALM HARBOR HOMES, INC.
(Exact name of Registrant as specified in its Charter)
FLORIDA 0-26188 59-1036634
(State or other jurisdiction of (Commission file number) (I.R.S. Employer
incorporation or organization) Identification Number)
15303 Dallas Parkway, Suite 800, Dallas, Texas 75248
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (214) 991-2422
Not applicable
(Former name or former address, if changed since last report)
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The undersigned registrant hereby amends the following items,
financial statements, exhibits or other portion of its Current Report on Form
8-K dated August 1, 1996 as set forth in the pages attached hereto:
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(b) Pro Forma Financial Information
Filed with this report is the following unaudited pro forma
financial information:
(1) Introduction to Unaudited Pro Forma Financial
Information.
(2) Palm Harbor Homes, Inc. and Newco Homes, Inc.
Unaudited Condensed Consolidated Balance Sheet as of
June 28, 1996.
(3) Palm Harbor Homes, Inc. and Newco Homes, Inc.
Unaudited Consolidated Statement of Income for the
three months ended June 28, 1996.
(4) Palm Harbor Homes, Inc. and Newco Homes, Inc.
Unaudited Consolidated Statement of Income for the
year ended March 29, 1996.
(5) Notes to Pro Forma Consolidated Financial
Information.
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PALM HARBOR HOMES, INC.
UNAUDITED PRO FORMA FINANCIAL INFORMATION
The following unaudited pro forma consolidated balance sheet and
statements of income of Palm Harbor Homes, Inc. (the "Company") reflect the
impact of the acquisition of the remaining 58.4% of Newco Homes, Inc. ("Newco")
acquired by the Company on August 1, 1996. The Company previously owned 41.6%
of Newco's outstanding shares. The Company's purchase price for the remaining
58.4% of Newco's outstanding shares consisted of $17.3 million cash and
1,444,445 common shares of the Company. The pro forma balance sheet at June
28, 1996, assumes that the acquisition of Newco occurred on that date. The
Company's historical financial statements have been adjusted to reflect a
5-for-4 stock split to be effected in the form of a 25% stock dividend which
was payable on August 2, 1996. The pro forma statements of income for the
three months ended June 28, 1996 and the year ended March 29, 1996, assume the
acquisition occurred on March 30, 1996 and April 1, 1995, respectively.
The pro forma financial information does not purport to represent
what the Company's financial position or results of operations would actually
have been had the acquisition in fact occurred on the assumed dates or to
project the Company's financial position or results of operations for any
future date or period.
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PALM HARBOR HOMES, INC.
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
JUNE 28, 1996
(unaudited)
(in thousands)
Palm Harbor Pro Forma
Homes, Inc. Newco Adjustments Pro Forma
----------- ------- ----------- ---------
ASSETS
Cash and cash equivalents $ 32,030 $16,279 $(17,333) (1) $ 30,976
Investments 6,592 6,592
Due from affiliate 4,636 2,506 (7,142) (2)
Receivables 39,242 9,353 48,595
Inventories 25,128 21,657 46,785
Other current assets 4,358 716 5,074
-------- ------- -------- --------
Total current assets 111,986 50,511 (24,475) 138,022
Other assets 20,304 1,530 26,774 (1)
(10,738) (1)
374 (2) 38,244
Property, plant and equipment, net 39,947 1,985 41,932
-------- ------- -------- --------
TOTAL ASSETS $172,237 $54,026 $ (8,065) $218,198
======== ======= ======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable $ 50,710 $20,830 $ (4,262) (2) $ 67,278
Accrued liabilities 36,855 7,268 (2,506) (2) 41,617
Current portion of long-term debt 190 190
-------- ------- -------- --------
Total current liabilities 87,755 28,098 (6,768) 109,085
Long-term debt, less current portion 3,735 3,735
Deferred income taxes 4,723 115 4,838
Shareholders' equity:
Newco Homes, Inc. equity 25,813 (25,813) (1)
Common stock, $.01 par value 136 15 (1) 151
Additional paid in capital 24,493 24,501 (1) 48,994
Retained earnings 51,736 51,736
-------- ------- -------- --------
76,365 25,813 (1,297) 100,881
Less treasury shares (183) (183)
Notes receivable from shareholders (158) (158)
-------- ------- -------- --------
Total shareholders' equity 76,024 25,813 (1,297) 100,540
-------- ------- -------- --------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $172,237 $54,026 $ (8,065) $218,198
======== ======= ======== ========
See notes to pro forma condensed consolidated financial information.
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PALM HARBOR HOMES, INC.
PRO FORMA CONSOLIDATED STATEMENT OF INCOME
THREE MONTHS ENDED JUNE 28, 1996
(unaudited)
(in thousands, except per share data)
Palm Harbor Pro Forma
Homes, Inc. Newco Adjustments Pro Forma
----------- ------- ----------- ---------
Net sales $120,735 $52,317 $(18,335) (4) $154,717
Cost of products sold 98,080 44,785 (18,335) (4)
200 (5) 124,730
Selling, general and administrative expenses 15,932 4,143 335 (6) 20,410
-------- ------- -------- --------
Income from operations 6,723 3,389 (535) 9,577
Interest expense (77) (323) (400)
Other income 365 415 (156) (7) 624
-------- ------- -------- --------
Income before income from affiliate and income taxes 7,011 3,481 (691) 9,801
Income from affiliate 1,049 (1,049) (8)
-------- ------- -------- --------
Income before income taxes 8,060 3,481 (1,740) 9,801
Income tax expense 2,596 1,150 (316) (9) 3,430
-------- ------- -------- --------
Net income $ 5,464 $ 2,331 $ (1,424) $ 6,371
======== ======= ======== ========
Income per common share $ 0.40 $ 0.42
======== ======= ======== ========
Weighted average common shares outstanding 13,656 (3) 1,444 (1) 15,100
======== ======= ======== ========
See notes to pro forma condensed consolidated financial information.
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PALM HARBOR HOMES, INC.
PRO FORMA CONSOLIDATED STATEMENT OF INCOME
YEAR ENDED MARCH 29, 1996
(unaudited)
(in thousands, except per share data)
Palm Harbor Pro Forma
Homes, Inc. Newco Adjustments Pro Forma
----------- -------- ----------- ---------
Net sales $417,214 $178,657 $(63,894) (4) $531,977
Cost of products sold 345,508 143,740 (63,894) (4)
800 (5) 426,154
Selling, general and administrative expenses 52,676 23,333 1,339 (6) 77,348
-------- -------- -------- --------
Income from operations 19,030 11,584 (2,139) 28,475
Interest expense (751) (1,501) (2,252)
Other income 1,276 1,575 (624) (7) 2,227
-------- -------- -------- --------
Income before income from affiliate and income taxes 19,555 11,658 (2,763) 28,450
Income from affiliate 2,995 (2,995) (8)
-------- -------- -------- --------
Income before income taxes 22,550 11,658 (5,758) 28,450
Income tax expense 7,572 4,007 (1,622) (9) 9,957
-------- -------- -------- --------
Net income $ 14,978 $ 7,651 $ (4,136) $ 18,493
======== ======== ======== ========
Income per common share $ 1.18 $ 1.31
======== ======== ======== ========
Weighted average common shares outstanding 12,719 (3) 1,444 (1) 14,163
======== ======== ======== ========
See notes to pro forma condensed consolidated financial information.
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PALM HARBOR HOMES, INC.
NOTES TO PRO FORMA CONSOLIDATED BALANCE SHEET AND STATEMENTS OF INCOME
(1) To reflect the purchase price of Newco Homes, Inc., consisting of
$17,333,333 in cash and 1,444,445 shares of common stock and to eliminate
the shareholders' equity of Newco Homes, Inc.
(2) To eliminate intercompany receivables/payables.
(3) To reflect the impact of a 5-for-4 stock split effected in the form of a
25% stock dividend paid on August 2, 1996 to shareholders of record on July
26, 1996.
(4) To eliminate intercompany sales.
(5) To eliminate intercompany profit on Palm Harbor Homes, Inc. homes held in
Newco Homes, Inc.'s inventory.
(6) To amortize goodwill using the straight-line method over a 20-year period.
(7) To eliminate foregone interest income on the $17,333,333 cash portion of
the purchase price. Interest rate is a tax-exempt rate of 3.6% which is the
Company's current rate.
(8) To eliminate Palm Harbor Homes, Inc.'s 41.6% equity in the net earnings of
Newco Homes, Inc.
(9) To record the tax effect of pro forma adjustments using an effective tax
rate of 35%.
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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.
Date: September 19, 1996 PALM HARBOR HOMES, INC.
/s/ Lee Posey
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Lee Posey, Chairman of the Board
and Chief Executive Officer