FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark one)
x |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF |
THE SECURITIES EXCHANGE ACT OF 1934.
For Quarterly period ended April 2, 2005
OR
o |
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 |
1-9751 |
CHAMPION ENTERPRISES, INC. |
(Exact name of registrant as specified in its charter) |
Michigan |
|
38-2743168 |
(State or other jurisdiction of incorporation or organization) |
|
(I.R.S. Employer Identification No.) |
2701 Cambridge Court, Suite 300 Auburn Hills, MI 48326 |
(Address of principal executive offices) |
Registrants telephone number, including area code: (248) 340-9090
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 |
Indicate by check mark whether the Registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes X No
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date.
75,685,743 shares of the registrants $1.00 par value Common Stock were outstanding as of April 22, 2005.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
|
CHAMPION ENTERPRISES, INC. |
| ||
|
Consolidated Statements of Operations |
| ||
(In thousands, except per share amounts) | ||||
|
|
Unaudited |
|
|
| ||||||
|
|
Three Months Ended |
|
|
| ||||||
|
|
April 2, 2005 |
|
|
|
April 3, 2004 |
|
|
| ||
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
|
$ |
244,275 |
|
|
|
$ |
206,734 |
|
|
|
Cost of sales |
|
|
207,011 |
|
|
|
|
179,277 |
|
|
|
Gross margin |
|
|
37,264 |
|
|
|
|
27,457 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general, and administrative expenses |
|
|
31,669 |
|
|
|
|
28,243 |
|
|
|
Mark-to-market (credit) charge for common stock warrant |
|
|
(3,800 |
) |
|
|
|
5,100 |
|
|
|
Loss on debt retirement |
|
|
|
|
|
|
|
3,226 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss) |
|
|
9,395 |
|
|
|
|
(9,112 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
|
773 |
|
|
|
|
232 |
|
|
|
Interest expense |
|
|
(4,581 |
) |
|
|
|
(5,062 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations before income taxes |
|
|
5,587 |
|
|
|
|
(13,942 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense |
|
|
300 |
|
|
|
|
300 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations |
|
|
5,287 |
|
|
|
|
(14,242 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from discontinued operations, net of taxes |
|
|
(2,558 |
) |
|
|
|
(81 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
2,729 |
|
|
|
$ |
(14,323 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic income (loss) per share (Note 9): |
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations |
|
$ |
0.06 |
|
|
|
$ |
(0.21 |
) |
|
|
Loss from discontinued operations |
|
|
(0.03 |
) |
|
|
|
|
|
|
|
Basic income (loss) per share |
|
$ |
0.03 |
|
|
|
$ |
(0.21 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted shares for basic EPS |
|
|
72,547 |
|
|
|
|
68,103 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted income (loss) per share (Note 9): |
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations |
|
$ |
0.06 |
|
|
|
$ |
(0.21 |
) |
|
|
Loss from discontinued operations |
|
|
(0.03 |
) |
|
|
|
|
|
|
|
Diluted income (loss) per share |
|
$ |
0.03 |
|
|
|
$ |
(0.21 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted shares for diluted EPS |
|
|
73,345 |
|
|
|
|
68,103 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying Notes to Consolidated Financial Statements. |
Page 1 of 33
CHAMPION ENTERPRISES, INC.
Consolidated Balance Sheets
(In thousands, except par value)
|
|
Unaudited |
|
|
|
| |||
|
|
|
April 2, 2005 |
|
|
|
January 1, 2005 |
| |
ASSETS |
|
|
|
|
|
|
|
| |
Current assets |
|
|
|
|
|
|
|
| |
Cash and cash equivalents |
|
$ |
142,119 |
|
|
$ |
142,266 |
| |
Restricted cash |
|
|
4,694 |
|
|
|
529 |
| |
Accounts receivable, trade |
|
|
34,245 |
|
|
|
22,119 |
| |
Inventories |
|
|
83,869 |
|
|
|
71,616 |
| |
Current assets of discontinued operations |
|
|
14,751 |
|
|
|
35,463 |
| |
Other current assets |
|
|
13,003 |
|
|
|
13,535 |
| |
Total current assets |
|
|
292,681 |
|
|
|
285,528 |
| |
|
|
|
|
|
|
|
|
| |
Property, plant and equipment |
|
|
196,344 |
|
|
|
207,216 |
| |
Less-accumulated depreciation |
|
|
118,345 |
|
|
|
126,259 |
| |
|
|
|
77,999 |
|
|
|
80,957 |
| |
|
|
|
|
|
|
|
|
| |
Goodwill |
|
|
126,583 |
|
|
|
126,591 |
| |
Non-current assets of discontinued operations |
|
|
6,478 |
|
|
|
7,747 |
| |
Other non-current assets |
|
|
15,726 |
|
|
|
16,219 |
| |
|
|
$ |
519,467 |
|
|
$ |
517,042 |
| |
|
|
|
|
|
|
|
|
| |
LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK, AND SHAREHOLDERS EQUITY |
|
|
|
|
|
|
|
| |
Current liabilities |
|
|
|
|
|
|
|
| |
Accounts payable |
|
$ |
28,664 |
|
|
$ |
13,819 |
| |
Accrued warranty obligations |
|
|
32,691 |
|
|
|
33,551 |
| |
Accrued volume rebates |
|
|
27,345 |
|
|
|
30,234 |
| |
Accrued compensation and payroll taxes |
|
|
14,238 |
|
|
|
19,659 |
| |
Accrued self-insurance |
|
|
26,684 |
|
|
|
25,988 |
| |
Current liabilities of discontinued operations |
|
|
9,051 |
|
|
|
21,411 |
| |
Other current liabilities |
|
|
36,094 |
|
|
|
31,696 |
| |
Total current liabilities |
|
|
174,767 |
|
|
|
176,358 |
| |
Long-term liabilities |
|
|
|
|
|
|
|
| |
Long-term debt |
|
|
200,710 |
|
|
|
200,758 |
| |
Long-term liabilities of discontinued operations |
|
|
417 |
|
|
|
432 |
| |
Other long-term liabilities |
|
|
40,492 |
|
|
|
41,444 |
| |
|
|
|
241,619 |
|
|
|
242,634 |
| |
Contingent liabilities (Note 8) |
|
|
|
|
|
|
|
| |
Redeemable convertible preferred stock, |
|
|
20,750 |
|
|
|
20,750 |
| |
|
|
|
|
|
|
|
|
| |
Shareholders equity |
|
|
|
|
|
|
|
| |
Common stock, $1 par value, 120,000 shares authorized, |
|
|
72,583 |
|
|
|
72,358 |
| |
Capital in excess of par value |
|
|
166,821 |
|
|
|
164,377 |
| |
Accumulated deficit |
|
|
(156,905 |
) |
|
|
(159,375 |
) | |
Accumulated other comprehensive loss |
|
|
(168 |
) |
|
|
(60 |
) | |
Total shareholders equity |
|
|
82,331 |
|
|
|
77,300 |
| |
|
|
$ |
519,467 |
|
|
$ |
517,042 |
| |
See accompanying Notes to Consolidated Financial Statements. |
| ||||||||
Page 2 of 33
CHAMPION ENTERPRISES, INC.
Consolidated Statements of Cash Flows
(In thousands)
|
|
Unaudited |
| ||||
|
|
Three Months Ended |
| ||||
|
|
April 2, 2005 |
|
April 3, 2004 |
| ||
Cash flows from operating activities |
|
|
|
|
|
|
|
Income (loss) from continuing operations |
|
$ |
5,287 |
|
$ |
(14,242 |
) |
Adjustments to reconcile income (loss) from continuing operations to net cash used for continuing operating activities: |
|
|
|
|
|
|
|
Depreciation |
|
|
2,539 |
|
|
2,670 |
|
Loss on debt retirement |
|
|
|
|
|
3,226 |
|
Mark-to-market (credit) charge for common stock warrant |
|
|
(3,800 |
) |
|
5,100 |
|
(Gain) loss on disposal of fixed assets, net |
|
|
(1,595 |
) |
|
37 |
|
Increase/decrease |
|
|
|
|
|
|
|
Accounts receivable |
|
|
(12,126 |
) |
|
(17,944 |
) |
Refundable income taxes |
|
|
|
|
|
277 |
|
Inventories |
|
|
(12,253 |
) |
|
(13,631 |
) |
Accounts payable |
|
|
14,845 |
|
|
6,520 |
|
Accrued liabilities |
|
|
(1,814 |
) |
|
(5,018 |
) |
Other, net |
|
|
3,825 |
|
|
501 |
|
Net cash used for continuing operating activities |
|
|
(5,092 |
) |
|
(32,504 |
) |
|
|
|
|
|
|
|
|
Cash flows from discontinued operations |
|
|
|
|
|
|
|
Loss from discontinued operations |
|
|
(2,558 |
) |
|
(81 |
) |
Proceeds from sales of retail businesses |
|
|
19,568 |
|
|
|
|
Decrease (increase) in net assets of discontinued operations |
|
|
(9,995 |
) |
|
(3,355 |
) |
Net cash provided by (used for) discontinued operations |
|
|
7,015 |
|
|
(3,436 |
) |
|
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
|
|
Additions to property, plant and equipment |
|
|
(2,468 |
) |
|
(1,880 |
) |
Proceeds on disposal of fixed assets |
|
|
4,746 |
|
|
223 |
|
Investments in and advances to unconsolidated subsidiaries |
|
|
(55 |
) |
|
(58 |
) |
Net cash provided by (used for) investing activities |
|
|
2,223 |
|
|
(1,715 |
) |
|
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
|
|
Decrease in floor plan payable, net |
|
|
|
|
|
(29 |
) |
Decrease in long-term debt |
|
|
(51 |
) |
|
(5,813 |
) |
(Increase) decrease in restricted cash |
|
|
(4,165 |
) |
|
1,710 |
|
Preferred stock issued, net |
|
|
|
|
|
12,000 |
|
Common stock issued, net |
|
|
182 |
|
|
1,611 |
|
Dividends paid on preferred stock |
|
|
(259 |
) |
|
(112 |
) |
Net cash (used for) provided by financing activities |
|
|
(4,293 |
) |
|
9,367 |
|
|
|
|
|
|
|
|
|
Net decrease in cash and cash equivalents |
|
|
(147 |
) |
|
(28,288 |
) |
Cash and cash equivalents at beginning of period |
|
|
142,266 |
|
|
145,868 |
|
Cash and cash equivalents at end of period |
|
$ |
142,119 |
|
$ |
117,580 |
|
|
|
|
|
|
|
|
|
See accompanying Notes to Consolidated Financial Statements. |
|
Page 3 of 33
CHAMPION ENTERPRISES, INC.
Consolidated Statement of Shareholders Equity
Unaudited Three Months Ended April 2, 2005
(In thousands)
|
|
Common stock |
|
Capital in excess of |
|
Accumulated |
|
Accumulated other comprehensive |
|
|
| |||||||
|
|
Shares |
|
Amount |
|
par value |
|
deficit |
|
income (loss) |
|
Total |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1, 2005 |
|
72,358 |
|
$ |
72,358 |
|
$ |
164,377 |
|
$ |
(159,375 |
) |
$ |
(60 |
) |
$ |
77,300 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
2,729 |
|
|
|
|
|
2,729 |
|
Preferred stock dividends |
|
|
|
|
|
|
|
|
|
|
(259 |
) |
|
|
|
|
(259 |
) |
Stock options and benefit plans |
|
54 |
|
|
54 |
|
|
615 |
|
|
|
|
|
|
|
|
669 |
|
Issuance for acquisition deferred purchase price payments |
|
171 |
|
|
171 |
|
|
1,829 |
|
|
|
|
|
|
|
|
2,000 |
|
Foreign currency translation adjustments |
|
|
|
|
|
|
|
|
|
|
|
|
|
(108 |
) |
|
(108 |
) |
Balance at April 2, 2005 |
|
72,583 |
|
$ |
72,583 |
|
$ |
166,821 |
|
$ |
(156,905 |
) |
$ |
(168 |
) |
$ |
82,331 |
|
See accompanying Notes to Consolidated Financial Statements.
Page 4 of 33
CHAMPION ENTERPRISES, INC.
Notes to Consolidated Financial Statements
(Unaudited)
1. The Consolidated Financial Statements are unaudited, but in the opinion of management include all adjustments necessary for a fair statement of the results of the interim period. All such adjustments are of a normal recurring nature. Financial results of the interim period are not necessarily indicative of results that may be expected for any other interim period or for the fiscal year. The balance sheet as of January 1, 2005 was derived from audited financial statements.
During the quarter ended April 2, 2005, the Company sold 22 of its retail sales centers and committed to a plan to dispose of the remainder of its retail operations except for its Advantage Homes operation in California. As a result the remaining non-Advantage operations were classified as held for sale. For the periods reported, retail operations, excluding Advantage Homes, are classified as discontinued operations. Also included in discontinued operations is the Companys former consumer finance business that was exited in the third quarter of 2003.
For a description of significant accounting policies used by Champion Enterprises, Inc. (the Company) in the preparation of its consolidated financial statements, please refer to Note 1 of Notes to Consolidated Financial Statements in the Companys Annual Report on Form 10-K for the year ended January 1, 2005.
Certain amounts reported in previous periods have been reclassified to conform to the 2005 presentation.
The Company accounts for its stock-based employee compensation programs under Accounting Principles Board (APB) Opinion No. 25. The additional disclosures and pro forma information required by Statement of Financial Accounting Standards (SFAS) No. 123 as amended by SFAS No. 148 follow. If compensation costs for the Companys stock-based compensation plans had been determined based on the fair value at the grant dates consistent with the requirements of SFAS No. 123, pro forma net income (loss), income (loss) per share, and stock-based compensation expense would have been as indicated below:
|
|
Three Months Ended |
| ||||
|
|
April 2, |
|
April 3, |
| ||
|
|
(In thousands, except per share amounts) |
| ||||
Net income (loss) as reported |
|
$ |
|
|
$ |
|
) |
Net income (loss) pro forma |
|
|
2,618 |
|
|
(14,460 |
) |
Basic income (loss) per share as reported |
|
|
0.03 |
|
|
(0.21 |
) |
Diluted income (loss) per share as reported |
|
|
0.03 |
|
|
(0.21 |
) |
Basic income (loss) per share pro forma |
|
|
0.03 |
|
|
(0.21 |
) |
Diluted income (loss) per share pro forma |
|
|
0.03 |
|
|
(0.21 |
) |
Stock-based employee compensation expense, |
|
|
|
|
|
|
|
net of related tax effects as reported |
|
|
1,107 |
|
|
145 |
|
Stock-based employee compensation expense, net of related tax effects pro forma |
|
$ |
|
|
$ |
|
|
In December 2004, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standard (SFAS) No. 123R, Share-Based Payment. Under previous practice, the reporting entity could account for share-based payment under the provisions of APB Opinion No. 25 and disclose share-based compensation as accounted for under the provisions of SFAS No. 123. Under the provisions of SFAS No. 123R, a public entity is required to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. That cost is recognized over the period during which an employee is required to provide service in exchange for the award. In April 2005, the Securities and Exchange Commission (SEC) postponed the effective date of SFAS No. 123R until the fiscal year beginning after June 15, 2005. The Company
Page 5 of 33
expects to adopt SFAS No. 123R in January 2006. Once the standard is adopted, the Company currently expects full-year 2006 diluted net earnings per share to be reduced by less than $.01 for stock options outstanding at April 2, 2005. Application of this pronouncement requires significant judgment regarding the inputs to an option-pricing model, including stock price volatility and employee exercise behavior. Most of these inputs are either highly dependent on the current economic environment at the date of grant or forward-looking over the expected term of the award. As a result, the actual impact of adoption on earnings for 2006 could differ significantly from the Companys current estimate. The Company is currently considering the modified prospective method of transition, which would be first effective for the Companys 2006 fiscal first quarter.
2. The following table provides information regarding current year activity for restructuring reserves recorded in previous periods for closures of manufacturing plants and retail sales centers.
|
|
Three Months Ended April 2, 2005 |
| |||||||
|
|
2004 |
|
Prior |
|
Total |
| |||
|
|
(In thousands) |
| |||||||
Balance at beginning of year |
|
$ |
810 |
|
$ |
3,611 |
|
$ |
4,421 |
|
Cash payments: |
|
|
|
|
|
|
|
|
|
|
Warranty costs |
|
|
|
|
|
(211 |
) |
|
(211 |
) |
Other closing costs |
|
|
(421 |
) |
|
(51 |
) |
|
(472 |
) |
Reversals credited to earnings: |
|
|
|
|
|
|
|
|
|
|
Warranty costs |
|
|
|
|
|
|
|
|
|
|
Other closing costs |
|
|
(190 |
) |
|
|
|
|
(190 |
) |
Balance at April 2, 2005 |
|
$ |
199 |
|
$ |
3,349 |
|
$ |
3,548 |
|
|
|
|
|
|
|
|
|
|
|
|
Period end balance comprised of: |
|
|
|
|
|
|
|
|
|
|
Warranty costs |
|
$ |
|
|
$ |
2,381 |
|
$ |
2,381 |
|
Other closing costs |
|
|
199 |
|
|
968 |
|
|
1,167 |
|
|
|
$ |
199 |
|
$ |
3,349 |
|
$ |
3,548 |
|
|
|
|
|
|
|
|
|
|
|
|
Warranty costs are expected to be paid over a three-year period after the related closures. Other closing costs are generally paid within one year of the related closures, though certain lease payments at abandoned retail locations are paid up to three years after the closures. The reversal of other closing costs during the three months ended April 2, 2005 consisted of an adjustment to accruals for employee severance.
Page 6 of 33
3. The provisions for income tax differs from the amount of income tax determined by applying the applicable U.S. statutory federal income tax rate to pretax income (loss) from continuing operations as a result of the following differences:
|
|
Three Months Ended |
| ||||
|
|
April 2, 2005 |
|
April 3, 2004 |
| ||
|
|
(In thousands) |
| ||||
Statutory U.S. tax rate |
|
$ |
2,000 |
|
$ |
(4,900 |
) |
(Decrease) increase in rate resulting from: |
|
|
|
|
|
|
|
Warrant mark-to-market and other permanent |
|
|
(1,200 |
) |
|
1,900 |
|
Deferred tax valuation allowance |
|
|
(800 |
) |
|
3,000 |
|
Foreign and state taxes |
|
|
300 |
|
|
300 |
|
Total income tax expense |
|
$ |
300 |
|
$ |
300 |
|
|
|
|
|
|
|
|
|
The Company currently provides a 100% valuation allowance for its deferred tax assets. Deferred tax assets will continue to require a 100% valuation allowance until the Company has demonstrated their realizability through sustained profitability and/or from other factors. As of January 1, 2005, the Company had available federal net operating loss carryforwards of approximately $120 million for tax purposes to offset future federal taxable income. These loss carryforwards expire in 2023 and 2024.
4. |
A summary of inventories by component follows: |
|
|
April 2, 2005 |
|
January 1, 2005 |
| ||
|
|
(In thousands) |
| ||||
New manufactured homes |
|
$ |
26,190 |
|
$ |
18,749 |
|
Raw materials |
|
|
31,297 |
|
|
30,908 |
|
Work-in-process |
|
|
9,443 |
|
|
7,166 |
|
Other inventory |
|
|
16,939 |
|
|
14,793 |
|
|
|
$ |
83,869 |
|
$ |
71,616 |
|
|
|
|
|
|
|
|
|
Other inventory consists of pre-owned manufactured homes, land and park spaces and improvements.
5. The Companys manufacturing operations generally provide retail homebuyers with a twelve-month warranty from the date of purchase. Estimated warranty costs are accrued as cost of sales at the time of sale. The warranty provision and reserves are based on estimates of the amounts necessary to settle existing and future claims for homes sold by the manufacturing operations as of the balance sheet date. The following table summarizes the changes in accrued product warranty obligations during the three months ended April 2, 2005. A portion of warranty reserves was classified as other long-term liabilities in the consolidated balance sheet.
|
|
Accrued Warranty Obligations |
| ||||
|
|
2005 |
|
2004 |
| ||
|
|
(In thousands) |
| ||||
Reserves at beginning of quarter |
|
$ |
40,051 |
|
$ |
47,058 |
|
Warranty expense provided |
|
|
12,579 |
|
|
12,564 |
|
Cash warranty payments |
|
|
(13,439 |
) |
|
(14,271 |
) |
Reserve at end of quarter |
|
$ |
39,191 |
|
$ |
45,351 |
|
Page 7 of 33
6. |
Long-term debt by component consisted of the following: |
|
|
April 2, 2005 |
|
|
|
January 1, 2005 |
| ||
|
|
(In thousands) |
| ||||||
7.625% Senior Notes due 2009 |
|
$ |
89,273 |
|
|
|
$ |
89,273 |
|
11.25% Senior Notes due 2007 |
|
|
97,510 |
|
|
|
|
97,510 |
|
Obligations under industrial revenue bonds |
|
|
12,430 |
|
|
|
|
12,430 |
|
Other debt |
|
|
1,497 |
|
|
|
|
1,545 |
|
|
|
$ |
200,710 |
|
|
|
$ |
200,758 |
|
|
|
|
|
|
|
|
|
|
|
During the three months ended April 3, 2004, the Company purchased and retired $13.5 million of the Senior Notes due 2009 and $13.5 million of the Senior Notes due 2007 in exchange for Company common stock totaling 3.9 million shares, resulting in a pretax loss of $3.2 million. Also during the first quarter of 2004, the Company repaid a $5.7 million obligation under an industrial revenue bond.
CHB has a three-year, $75 million revolving credit facility currently used for the issuance of letters of credit. Under this facility, as amended January 24, 2005, letter of credit fees range from 1.75% to 2.25% annually and borrowings bear interest at either the prime interest rate plus up to 0.5% or the Eurodollar rate plus 2.0% to 2.5%. In addition, there is an annual fee of $0.1 million plus 0.375% of the unused portion of the facility. Availability under the facility is determined by a monthly borrowing base calculation based on percentages of eligible accounts receivable, inventory, fixed assets, and, if necessary, cash on deposit. The facility agreement contains certain financial covenants that require the Company, only in the event that its liquidity, as defined, falls below $35 million, to maintain certain levels of consolidated earnings before interest, taxes, depreciation, amortization, non-cash restructuring costs and gains from extinguishment of Senior Notes and certain ratios of earnings to fixed charges, as defined. Liquidity, as defined, consists of the majority of the Companys unrestricted cash and cash equivalents plus unused availability under the facility. Fixed charges, as defined, consist primarily of interest expense, capital expenditures, dividends paid in cash, required principal payments of debt and lease payments paid or accrued during the calculation period as well as cash losses under wholesale repurchase obligations. In addition the facility contains covenants that limit the Companys ability to incur additional indebtedness and liens, sell assets and, if liquidity falls below $35 million, make certain investments, pay dividends and purchase or redeem its common stock. The line of credit is collateralized by accounts receivable, inventories, fixed assets, cash, and other assets. As of April 2, 2005, there were $60.3 million of letters of credit issued under the facility, there were no borrowings outstanding and the Companys liquidity, as defined, was $132.5 million, which was in excess of $35 million such that no other financial covenants were in effect.
7. During the first quarter of 2004, the preferred shareholder exercised its right to purchase $12 million of Series B-2 preferred stock. At April 2, 2005 redeemable convertible preferred stock consisted of $8.75 million of Series C and $12 million of Series B-2 with mandatory redemption dates of April 2, 2009 and July 3, 2008, respectively. Both Series had a 5% annual dividend that was payable quarterly, at the Companys option, in cash or common stock.
In connection with the issuance of the Series C preferred stock in 2002, the Company issued to the preferred shareholder a warrant, which was exercisable based on approximately 2.2 million shares at a strike price of $12.27 per share at April 2, 2005. The warrant would have expired on April 2, 2009 and was exercisable only on a non-cash, net basis, whereby the warrant holder would have received shares of common stock as payment for any net gain upon exercise. During the three months ended April 2, 2005 and April 3, 2004, as a result of changes in the Companys common stock price, the Company recorded a mark-to-market credit of $3.8 million and a charge of $5.1 million, respectively, for the change in estimated fair value of the warrant.
On April 18, 2005, the Company repurchased and subsequently cancelled the common stock warrant in exchange for a cash payment of $4.5 million and the preferred shareholder elected to immediately convert the outstanding Series B-2 and Series C preferred stock into 3.1 million shares of common stock under the terms of the respective preferred stock agreements.
Page 8 of 33
8. The majority of the Companys manufacturing sales to independent retailers are made pursuant to repurchase agreements with lending institutions that provide wholesale floor plan financing to the retailers. Pursuant to these agreements, generally for a period of up to 24 months from invoice date of the sale of the homes and upon default by the retailers and repossession by the financial institution, the Company is obligated to purchase the related floor plan loans or repurchase the homes from the lender. The contingent repurchase obligation at April 2, 2005 was estimated to be approximately $250 million, without reduction for the resale value of the homes. Losses under repurchase obligations are determined by the difference between the repurchase price and the estimated net proceeds from the resale of the homes. Losses incurred on homes repurchased totaled $0.1 million for both the three months ended April 2, 2005 and April 3, 2004.
At April 2, 2005 the Company was contingently obligated for approximately $60.6 million under letters of credit, primarily comprised of $14.5 million to support insurance reserves, $12.6 million to support long-term debt, $27.7 million to secure surety bonds, and $5.0 million to support floor plan facilities of independent retailers. Champion was also contingently obligated for $31.8 million under surety bonds, generally to support insurance and license and service bonding requirements. Approximately $27.2 million of the letters of credit and $20.8 million of the surety bonds support insurance reserves and long-term debt that are reflected as liabilities in the consolidated balance sheet.
At April 2, 2005 certain of the Companys subsidiaries were guarantors of $5.5 million of debt of unconsolidated subsidiaries, none of which was reflected in the consolidated balance sheet. These guarantees are several or joint and several and are related to indebtedness of certain manufactured housing community developments which are collateralized by the properties being developed.
The Company has provided various representations, warranties, and other standard indemnifications in the ordinary course of its business, in agreements to acquire and sell business assets, and in financing arrangements. The Company is subject to various legal proceedings and claims that arise in the ordinary course of its business.
Management believes the ultimate liability with respect to these contingent obligations will not have a material effect on the Companys financial position, results of operations or cash flows.
Page 9 of 33
9.At the end of the quarter, the Companys potentially dilutive securities in 2005 and 2004 consisted of outstanding stock options and awards, convertible preferred stock, a common stock warrant, and, in 2004, deferred purchase price obligations. Convertible preferred stock and common stock warrants were not considered in determining the denominator for diluted earnings per share (EPS) in any period presented because the effect would have been antidilutive. Additionally, outstanding stock options and awards and deferred purchase price obligations were not considered in determining the denominator for diluted EPS for the three months ended April 3, 2004 because the effect would have been antidilutive. A reconciliation of the numerators and denominators used in the Companys basic and diluted EPS calculations follows:
|
|
Three Months Ended |
| ||||
|
|
April 2, 2005 |
|
April 3, 2004 |
| ||
|
|
(In thousands) |
| ||||
Numerator: |
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
2,729 |
|
$ |
(14,323 |
) |
Plus loss from discontinued operations |
|
|
2,558 |
|
|
81 |
|
Less preferred stock dividends |
|
|
(259 |
) |
|
(160 |
) |
Less amount allocated to participating securities holders |
|
|
(343 |
) |
|
|
|
Income (loss) from continuing operations available to common |
|
|
4,685 |
|
|
(14,402 |
) |
|
|
|
|
|
|
|
|
Loss from discontinued operations |
|
|
(2,558 |
) |
|
(81 |
) |
Loss from discontinued operations available to common |
|
|
(2,558 |
) |
|
(81 |
) |
|
|
|
|
|
|
|
|
Income (loss) available to common |
|
$ |
2,127 |
|
$ |
(14,483 |
) |
|
|
|
|
|
|
|
|
Denominator: |
|
|
|
|
|
|
|
Shares for basic EPS - weighted average shares outstanding |
|
|
72,547 |
|
|
68,103 |
|
Plus effect of dilutive securities |
|
|
|
|
|
|
|
Stock options and awards |
|
|
798 |
|
|
|
|
Shares for diluted EPS |
|
|
73,345 |
|
|
68,103 |
|
Page 10 of 33
10.The Company evaluates the performance of its manufacturing and retail segments based on income before interest, income taxes, and general corporate expenses. Reconciliations of segment sales to consolidated net sales and segment income to consolidated income (loss) from continuing operations before income taxes follow:
|
|
Three Months Ended |
| ||||
|
|
April 2, 2005 |
|
April 3, 2004 |
| ||
Net sales |
|
(In thousands) |
| ||||
Manufacturing |
|
$ |
238,738 |
|
$ |
209,856 |
|
Retail |
|
|
25,137 |
|
|
19,478 |
|
Less: intercompany |
|
|
(19,600 |
) |
|
(22,600 |
) |
Consolidated net sales |
|
$ |
244,275 |
|
$ |
206,734 |
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations before income taxes: |
|
|
|
|
|
|
|
Manufacturing segment income |
|
$ |
11,190 |
|
$ |
4,654 |
|
Retail segment income |
|
|
1,267 |
|
|
783 |
|
General corporate expenses |
|
|
(8,062 |
) |
|
(6,023 |
) |
Mark-to-market credit (charge) for common stock warrant |
|
|
3,800 |
|
|
(5,100 |
) |
Loss on debt retirement |
|
|
|
|
|
(3,226 |
) |
Interest expense, net |
|
|
(3,808 |
) |
|
(4,830 |
) |
Intercompany eliminations |
|
|
1,200 |
|
|
(200 |
) |
Income (loss) from continuing operations before income taxes |
|
$ |
5,587 |
|
$ |
(13,942 |
) |
|
|
|
|
|
|
|
|
11. Discontinued operations include the Companys retail operations, excluding Advantage Homes, and its former consumer finance business that was exited in 2003. For the three months ended April 2, 2005 and April 3, 2004, revenues from discontinued retail operations were $18.9 million and $30.4 million, respectively. (Loss) income from discontinued operations for the quarters ended April 2, 2005 and April 3, 2004 consist of the following:
|
|
|
|
Three Months Ended |
| ||||
|
|
|
|
April 2, 2005 |
|
April 3, 2004 |
| ||
|
|
|
|
(In thousands) |
| ||||
Loss from retail operations |
|
|
|
$ |
(2,548 |
) |
$ |
(1,237 |
) |
(Loss) income from consumer finance business |
|
|
|
|
(10 |
) |
|
1,156 |
|
Total loss from discontinued operations |
|
|
|
$ |
(2,558 |
) |
$ |
(81 |
) |
|
|
|
|
|
|
|
|
|
|
Page 11 of 33
The assets and liabilities of discontinued operations consisted of the following:
|
|
|
|
April 2, 2005 |
|
|
|
January 1, 2005 | ||
|
|
|
|
(In thousands) | ||||||
Assets: |
|
|
|
|
|
|
|
|
|
|
Accounts receivable, trade |
|
|
|
$ |
167 |
|
|
|
$ |
598 |
Inventories |
|
|
|
|
13,507 |
|
|
|
|
33,964 |
Other current assets |
|
|
|
|
1,077 |
|
|
|
|
901 |
Current assets of discontinued operations |
|
|
|
$ |
14,751 |
|
|
|
$ |
35,463 |
Property, plant, and equipment, net |
|
|
|
$ |
3,851 |
|
|
|
$ |
5,064 |
Other non-current assets |
|
|
|
|
2,627 |
|
|
|
|
2,683 |
Non-current assets of discontinued operations |
|
|
|
$ |
6,478 |
|
|
|
$ |
7,747 |
|
|
|
|
|
|
|
|
|
|
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|
Floor plan payable |
|
|
|
$ |
1,568 |
|
|
|
$ |
11,835 |
Accounts payable |
|
|
|
|
1,134 |
|
|
|
|
2,043 |
Other current liabilities |
|
|
|
|
6,349 |
|
|
|
|
7,533 |
Current liabilities of discontinued operations |
|
|
|
$ |
9,051 |
|
|
|
$ |
21,411 |
Long-term debt |
|
|
|
$ |
417 |
|
|
|
$ |
432 |
|
|
|
|
|
|
|
|
|
|
|
Loss from discontinued retail operations for the quarter ended April 2, 2005 included an operating loss of $1.6 million and a net loss of $1.0 million related to sales of retail businesses during the quarter and asset impairment charges related to a sale that was completed in April 2005. During the quarter ended April 2, 2005, the Company completed six transactions in which the assets and businesses of 22 of its retail sales centers were sold. The 22 retail sales centers had sales of $10.4 million for the three months ended April 2, 2005. The assets sold consisted primarily of new homes and other inventory. The total sale price was cash of approximately $19.6 million and the buyers assumption of certain liabilities totaling approximately $1.0 million. The Company recorded a loss of approximately $0.2 million from these transactions. In connection with one of these sales, the Company paid down $10.3 million of floor plan borrowings.
On April 15 2005, the Company sold the assets and business of eight retail sales centers for cash of $1.6 million, the buyers assumption of certain liabilities totaling $0.3 million and the buyers pay down of floor plan borrowings of $1.6 million. The assets sold consisted primarily of inventory of new and pre-owned homes. During the quarter ended April 2, 2005 the Company recorded impairment charges of approximately $0.8 million related to the assets sold.
In connection with the sales of retail businesses during 2005, intercompany profit of $1.6 million was recognized in the consolidated statement of operations that is not classified as discontinued operations.
Income from discontinued consumer finance business for the three months ended April 3, 2004 consisted primarily of a favorable adjustment from the settlement of remaining contractual obligations.
12. During the first quarter of 2004, the Company purchased and retired $27.0 million of its Senior Notes in exchange for 3.9 million shares of Company common stock. In addition, during the three months ended April 2, 2005 and April 3, 2004, the Company issued 171,000 shares and 276,000 shares of common stock, respectively, in payment of deferred purchase price obligations of $2.0 million each.
13. Substantially all subsidiaries of CHB are guarantors and the Company is a subordinated guarantor of the Senior Notes due 2007. In addition, CHB is a guarantor and substantially all of its subsidiaries are guarantors of the Senior
Page 12 of 33
Notes due 2009 on a basis subordinated to their guarantees of the Senior Notes due 2007. The non-guarantor subsidiaries include the Companys foreign operations, its development companies and certain finance subsidiaries.
Separate financial statements for each guarantor subsidiary are not included in this filing because each guarantor subsidiary is 100%-owned and the guarantees are full and unconditional, as well as joint and several, for the Senior Notes due 2009 and for the Senior Notes due 2007. There were no significant restrictions on the ability of the parent company or any guarantor subsidiary to obtain funds from its subsidiaries by dividend or loan.
The following condensed consolidating financial information presents the financial position, results of operations and cash flows of (i) the Company (Parent) and CHB, as parents, as if they accounted for their subsidiaries on the equity method; (ii) the guarantor subsidiaries, and (iii) the non-guarantor subsidiaries.
Page 13 of 33
CHAMPION ENTERPRISES, INC.
Condensed Consolidating Statement of Operations
For the Three Months Ended April 2, 2005
|
|
Parent |
|
CHB |
|
Guarantor |
|
Non-guarantor |
|
Consolidating |
|
Consolidated |
| ||||||
|
|
|
|
(In thousands) |
|
|
|
|
|
|
|
|
| ||||||
Net sales |
|
$ |
|
|
$ |
74,808 |
|
$ |
178,513 |
|
$ |
9,954 |
|
$ |
(19,000 |
) |
$ |
244,275 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales |
|
|
|
|
|
64,396 |
|
|
154,438 |
|
|
8,377 |
|
|
(20,200 |
) |
|
207,011 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross margin |
|
|
|
|
|
10,412 |
|
|
24,075 |
|
|
1,577 |
|
|
1,200 |
|
|
37,264 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and Administrative expenses |
|
|
110 |
|
|
10,026 |
|
|
20,205 |
|
|
1,328 |
|
|
|
|
|
31,669 |
|
Mark-to-market credit for common stock warrant |
|
|
(3,800 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,800 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
3,690 |
|
|
386 |
|
|
3,870 |
|
|
249 |
|
|
1,200 |
|
|
9,395 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
|
1,715 |
|
|
1,692 |
|
|
(2,747 |
) |
|
91 |
|
|
22 |
|
|
773 |
|
Interest expense |
|
|
(1,715 |
) |
|
(2,783 |
) |
|
(83 |
) |
|
|
|
|
|
|
|
(4,581 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations before income taxes |
|
|
3,690 |
|
|
(705 |
) |
|
1,040 |
|
|
340 |
|
|
1,222 |
|
|
5,587 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense |
|
|
|
|
|
|
|
|
50 |
|
|
250 |
|
|
|
|
|
300 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations |
|
|
3,690 |
|
|
(705 |
) |
|
990 |
|
|
90 |
|
|
1,222 |
|
|
5,287 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from discontinued operations, net of taxes |
|
|
|
|
|
|
|
|
(2,262 |
) |
|
(274 |
) |
|
(22 |
) |
|
(2,558 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before equity in income of consolidated subsidiaries |
|
|
3,690 |
|
|
(705 |
) |
|
(1,272 |
) |
|
(184 |
) |
|
1,200 |
|
|
2,729 |
|
Equity in (loss) income of consolidated subsidiaries |
|
|
(2,161 |
) |
|
(1,456 |
) |
|
|
|
|
|
|
|
3,617 |
|
|
|
|
Net income (loss) |
|
$ |
1,529 |
|
$ |
(2,161 |
) |
$ |
(1,272 |
) |
$ |
(184 |
) |
$ |
4,817 |
|
$ |
2,729 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Page 14 of 33
CHAMPION ENTERPRISES, INC.
Condensed Consolidating Balance Sheet
As of April 2, 2005
|
|
|
|
CHB |
|
Guarantor |
|
Non-guarantor |
|
Consolidating |
|
|
| |||||||
Assets |
|
(In thousands) |
| |||||||||||||||||
Current assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Cash and cash equivalents |
|
$ |
|
|
$ |
120,731 |
|
$ |
4,155 |
|
$ |
17,231 |
|
$ |
2 |
|
$ |
142,119 |
| |
Restricted cash |
|
|
|
|
|
4,460 |
|
|
234 |
|
|
|
|
|
|
|
|
4,694 |
| |
Accounts receivable, trade |
|
|
|
|
|
11,948 |
|
|
22,631 |
|
|
1,586 |
|
|
(1,920 |
) |
|
34,245 |
| |
Inventories |
|
|
|
|
|
17,536 |
|
|
66,279 |
|
|
2,854 |
|
|
(2,800 |
) |
|
83,869 |
| |
Current assets of discontinued operations |
|
|
|
|
|
|
|
|
14,751 |
|
|
|
|
|
|
|
|
14,751 |
| |
Other current assets |
|
|
|
|
|
8,554 |
|
|
4,302 |
|
|
447 |
|
|
(300 |
) |
|
13,003 |
| |
Total current assets |
|
|
|
|
|
163,229 |
|
|
112,352 |
|
|
22,118 |
|
|
(5,018 |
) |
|
292,681 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Property, plant, and equipment, net |
|
|
|
|
|
26,373 |
|
|
49,290 |
|
|
2,336 |
|
|
|
|
|
77,999 |
| |
Goodwill |
|
|
|
|
|
|
|
|
125,783 |
|
|
800 |
|
|
|
|
|
126,583 |
| |
Investment in consolidated subsidiaries |
|
|
5,787 |
|
|
309,960 |
|
|
163,724 |
|
|
6,791 |
|
|
(486,262 |
) |
|
|
| |
Non-current assets of discontinued operations |
|
|
|
|
|
|
|
|
5,687 |
|
|
791 |
|
|
|
|
|
6,478 |
| |
Other non-current assets |
|
|
650 |
|
|
2,653 |
|
|
4,604 |
|
|
7,819 |
|
|
|
|
|
15,726 |
| |
|
|
$ |
6,437 |
|
$ |
502,215 |
|
$ |
461,440 |
|
$ |
40,655 |
|
$ |
(491,280 |
) |
$ |
519,467 |
| |
Liabilities, Redeemable Convertible Preferred Stock, and Shareholders Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Accounts payable |
|
$ |
|
|
$ |
9,342 |
|
$ |
18,035 |
|
$ |
1,287 |
|
$ |
|
|
$ |
28,664 |
| |
Accrued warranty obligations |
|
|
|
|
|
7,660 |
|
|
24,277 |
|
|
754 |
|
|
|
|
|
32,691 |
| |
Accrued volume rebates |
|
|
|
|
|
8,983 |
|
|
17,666 |
|
|
1,993 |
|
|
(1,297 |
) |
|
27,345 |
| |
Current liabilities of discontinued operations |
|
|
|
|
|
|
|
|
9,051 |
|
|
|
|
|
|
|
|
9,051 |
| |
Other current liabilities |
|
|
2,656 |
|
|
24,981 |
|
|
48,466 |
|
|
1,113 |
|
|
(200 |
) |
|
77,016 |
| |
Total current liabilities |
|
|
2,656 |
|
|
50,966 |
|
|
117,495 |
|
|
5,147 |
|
|
(1,497 |
) |
|
174,767 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Long-term liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Long-term debt |
|
|
89,273 |
|
|
104,879 |
|
|
6,558 |
|
|
|
|
|
|
|
|
200,710 |
| |
Long-term liabilities of discontinued operations |
|
|
|
|
|
|
|
|
417 |
|
|
|
|
|
|
|
|
417 |
| |
Other long-term liabilities |
|
|
5,000 |
|
|
8,125 |
|
|
27,249 |
|
|
118 |
|
|
|
|
|
40,492 |
| |
|
|
|
94,273 |
|
|
113,004 |
|
|
34,224 |
|
|
118 |
|
|
|
|
|
241,619 |
| |
Intercompany balances |
|
|
(182,962 |
) |
|
59,508 |
|
|
457,553 |
|
|
4,658 |
|
|
(338,757 |
) |
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Redeemable convertible preferred stock |
|
|
20,750 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,750 |
| |
Shareholders equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Common stock |
|
|
72,583 |
|
|
1 |
|
|
62 |
|
|
3 |
|
|
(66 |
) |
|
72,583 |
| |
Capital in excess of par value |
|
|
166,821 |
|
|
613,336 |
|
|
323,527 |
|
|
32,526 |
|
|
(969,389 |
) |
|
166,821 |
| |
Accumulated deficit |
|
|
(167,684 |
) |
|
(334,600 |
) |
|
(471,367 |
) |
|
(1,683 |
) |
|
818,429 |
|
|
(156,905 |
) | |
Accumulated other comprehensive loss |
|
|
|
|
|
|
|
|
(54 |
) |
|
(114 |
) |
|
|
|
|
(168 |
) | |
Total shareholders equity |
|
|
71,720 |
|
|
278,737 |
|
|
(147,832 |
) |
|
30,732 |
|
|
(151,026 |
) |
|
82,331 |
| |
|
|
$ |
6,437 |
|
$ |
502,215 |
|
$ |
461,440 |
|
$ |
40,655 |
|
$ |
(491,280 |
) |
$ |
519,467 |
| |
Page 15 of 33
CHAMPION ENTERPRISES, INC.
Condensed Consolidating Statement of Cash Flows
For the Three Months Ended April 2, 2005
|
|
Parent |
|
CHB |
|
Guarantor |
|
Non-guarantor |
|
Consolidating |
|
Consolidated |
| |||||||||
|
|
(In thousands) |
| |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Net cash (used for) provided by continuing operating activities |
|
$ |
(2,187 |
) |
$ |
8,978 |
|
$ |
(16,359 |
) |
$ |
5,141 |
|
$ |
(665 |
) |
$ |
(5,092 |
) | |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Net cash provided by (used for) discontinued operations |
|
|
|
|
|
|
|
|
7,289 |
|
|
(274 |
) |
|
|
|
|
7,015 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Cash flows from investing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Additions to property, plant, and equipment |
|
|
|
|
|
(382 |
) |
|
(1,874 |
) |
|
(212 |
) |
|
|
|
|
(2,468 |
) | |||
Investments in and advances to unconsolidated subsidiaries |
|
|
|
|
|
|
|
|
|
|
|
(55 |
) |
|
|
|
|
(55 |
) | |||
Investments in and advances to consolidated subsidiaries |
|
|
2,264 |
|
|
(4,235 |
) |
|
7,131 |
|
|
(5,346 |
) |
|
186 |
|
|
|
| |||
Proceeds on disposal of fixed assets |
|
|
|
|
|
144 |
|
|
4,206 |
|
|
396 |
|
|
|
|
|
4,746 |
| |||
Net cash provided by (used for) investing activities |
|
|
2,264 |
|
|
(4,473 |
) |
|
9,463 |
|
|
(5,217 |
) |
|
186 |
|
|
2,223 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Cash flows from financing Activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Decrease in long-term debt |
|
|
|
|
|
|
|
|
(51 |
) |
|
|
|
|
|
|
|
(51 |
) | |||
Increase in restricted cash |
|
|
|
|
|
(4,151 |
) |
|
(14 |
) |
|
|
|
|
|
|
|
(4,165 |
) | |||
Common stock issued, net |
|
|
182 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
182 |
| |||
Dividends paid on preferred stock |
|
|
(259 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
(259 |
) | |||
Net cash used for financing activities |
|
|
(77 |
) |
|
(4,151 |
) |
|
(65 |
) |
|
|
|
|
|
|
|
(4,293 |
) | |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
|
|
|