SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A-1
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR l5(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (Fee Required) For the fiscal year ended December
31, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (No Fee Required) For the transition period from
____________ to ____________
Commission file number 1-9792
CAVALIER HOMES, INC.
(Exact name of Registrant as specified in its charter)
Delaware 63-0949734
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
Highway 41 N. and Cavalier Road,
Addison, Alabama 35540
(Address of principal executive offices) Zip Code
Registrant's telephone number, including area code: (205) 747-1575
Securities registered pursuant to Section 12(b) of the Act:
Name of
Each Exchange
on Which
Title of Each class Registered
Common Stock, par value $.10 New York Stock Exchange
Securities registered pursuant to Section 12(g) of
the Act:
None
Indicate by check mark whether the Registrant ( I ) 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 if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. X
The aggregate market value of the voting stock held by non-affiliates
of the Registrant, computed by reference to the closing price of such stock on
the New York Stock Exchange as of March 24, 1995, was $48,824,786.
Indicate the number of shares outstanding of each of
the Registrant's classes of common stock, as
of March 24, 1995.
4,698,352
Common, $0.10 par value
Documents Incorporated by Reference
PartIII of this report incorporates by reference certain portions
of the Registrant's Proxy Statement for its Annual Meeting of
Stockholders to be held May 10, 1995.
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) 1. The financial statements contained in this report and the
page on which they may be found are as follows:
Financial Statement Description Form 10-K Page No.
Independent Auditors' Report 19
Consolidated Balance Sheets as of December 31, 1994
and 1993 20 - 21
Consolidated Statements of Income for the years
ended December 31, 1994, 1993 and 1992 22
Consolidated Statements of Stockholders' Equity for
the years ended December 31, 1994, 1993 and 1992 23
Consolidated Statements of Cash Flows for the years
ended December 31, 1994, 1993 and 1992 24
Notes to Consolidated Financial Statements 25 - 35
2. The financial statement schedule required to be filed with this
report and the page on which it may be found is as follows:
Schedule Schedule Description Form 10-K Page No.
II Valuation and Qualifying Accounts 36
3. The exhibits required to be filed with this report are listed below.
The Company will furnish upon request any of the exhibits listed upon the
receipt of $15.00 per exhibit, plus $.50 per page, to cover the cost to the
Company of providing the exhibit.
(2)
* (a) Stock Purchase Agreement, as amended, by and
among Astro Mfg. Co., Inc., Shareholders of Astro
Mfg. Co., Inc. and Cavalier Homes, Inc. dated
as of October 14, 1994, filed as Exhibit 2(a) to the
Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1994, is incorporated
herein by reference.
* (b) Holdback agreement between avalier Homes, Inc.
and Raymond A. Peltcs, dated October 28, 1994, filed
as Exhibit 2(b) to the Company's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1994,
is incorporated herein by reference.
(3) Articles of Incorporation and By-laws.
* (a) The Restated Certificate of Incorporation of
the Company, as amended, filed as Exhibit 3(a) to the
Company's Annual Report on Form 10-K for the year
ended December 31, 1993, is incorporated herein by
reference.
* (b) The By-laws of the Company, as amended, filed
as Exhibit (b) to the Company's Annual Report on Form
10-K for the year ended December 31, 1993, is
incorporated herein by reference.
(4) * (a) Articles four, six, seven, nine and ten of
the Company's Restated Certificate of Incorporation,
as amended, included in Exhibit 3(a) above. * (b)
Article II, Sections 1 through 11; Articles III,
Sections 1 and 2; Article IV, Sections 1 and 2;
Article VI, Sections 1 through 6; Article VIII,
Sections 1 through 3; Article IX, Section 1 of the
Company's By-laws, included in Exhibit 3(b) above.
39
<PAGE>
(10) Material contracts
* ** (a) Cavalier Homes, Inc. 1988 Nonqualified Stock
Option Plan, as amended, filed as Exhibit 10(a) to
the Company's Annual Report on Form 10-K for the year
ended December 31, 1993, is incorporated herein by
reference.
* (b) Lease between Cavalier Homes of Alabama, Inc.
and Robert L. Burdick, John W Lowe, and Jerry F.
Wilson, as tenants in common dated September 1, 1988,
as amended, filed as Exhibit 10(b) to the Company's
Annual Report on Form 10-K for the year ended
December 31, 1993, is incorporated herein by
reference.
* (c) Commercial Sub-Lease between Winston County
Industrial Development Association and Cavalier
Homes of Alabama, Inc., dated March 5, 1993 filed as
Exhibit 10(d) to the Company's Registration Statement
on Form S-2 (Registration No. 33-59452), is
incorporated herein by reference.
* (d) Agreement and Plan of Merger, dated February
26, 1993, among Homestead Homes, Inc., the
Stockholders of Homestead Homes, Inc., Cavalier
Acquisition Corporation and Cavalier Homes, Inc.
filed as Exhibit 2 to the Company's Current Report on
Form 8-K dated February 26, 1993, as amended on Form
8, dated March 12, 1993, is incorporated herein by
reference.
* (e) Revolving, Warehouse and Term Loan Agreement
among the Company and First Commercial Bank
(Birmingham, Alabama) dated February 17, 1994, filed
as Exhibit 10(e) to the Company's Annual Report on
Form 10-K for the year ended December 31, 1993, is
incorporated herein by reference.
* (f) Lease Agreement between Leonard Properties and
Cavalier Homes of Texas dated February 17, 1994,
filed as Exhibit 10(f) to the Company's Annual Report
on Form 10-K for the year ended December 31, 1993, is
incorporated herein by reference.
* ** (g) Cavalier Homes, Inc. 1993 Amended and Restated
Nonqualified Stock Option Plan, filed as Exhibit
10(g) to the Company's Annual Report on Form 10-K
for the year ended December 31, 1993, is
incorporated herein by reference.
* ** (h) Cavalier Homes, Inc. 1993 Amended and
Restated Nonemployee Directors Stock Option Plan,
filed as Exhibit 10(h) to the Company's Annual Report
on Form 10-K for the year ended December 31, 1993, is
incorporated herein by reference.
* (i) Guaranty Agreement between SouthTrust Bank of
Marion County and Cavalier Homes, Inc. dated February
18, 1993, relating to guaranty of payments by
Woodperfect, Ltd., filed as Exhibit 10(i) to the
Company's Annual Report on Form 10-K for the year
ended December 31, 1993, is incorporated herein by
reference.
40
<PAGE>
* (j) Sub-lease Agreement with Option to Purchase
between Winfield Industrial Developement Association,
Inc and Buccaneer Homes of Alabama, Inc. dated May 9,
1994 filed as Exhibit 10(k) to Amendment No. 1 to
the Company's Registration Statement on Form S-2
(Registration No, 33-78644), is incorporated herein
by reference.
* (k) Lease Agreement with Option to Purchase between
Marion County Industrial Developement Association,
Inc and Quality Housing Supply, Inc. dated May 9,
1994 filed as Exhibit 10(l) to Amendment No. 1 to the
Company's Registration Statement on Form S-2
(Registration No, 33-78644), is incorporated herein
by reference.
(11) Statement Re Computation of Per Share Earnings.
(21) Subsidiaries of the Registrant.
(23) Consents of Deloitte & Touche LLP.
(27) Article 5 Financial Data Schedule for Form 10-K
submitted as Exhibit 27 as an EDGAR filing only.
* Incorporated by Reference as indicated.
** Management contract or compensatory plan or arrangement.
(b) The Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1994, which was filed with the
Commission on November 10, 1994, contained information
otherwise reportable on Form 8-K relating to the Company's
acquisition of Astro Mfg. Co., Inc. ("Astro"). Also included
in such report were financial statements of Astro for the year
ended December 31, 1993 and for the nine months ended
September 30, 1994, and certain proforma financial information
relating to the Company for the same time periods.
41
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
CAVALIER HOMES, INC.
Registrant
By:/s/ BARRY DONNELL
-----------------------------
Chairman of the Board
Date: May 17, 1995
42
<PAGE>
INDEX
Page in
Sequential
Exhibit Numbered Filing
Number in Original
Form 10-K
(11) Statement Re Computation of Per Share Earnings. 44
(21) Subsidiaries of the Registrant. 45
(23) Consents of Deloitte & Touche LLP. 46 - 47
(27) Article 5 Financial Data Schedule for Form 10-K
submitted as Exhibit 27 as an EDGAR filing only.
-43-
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