FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
X OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended October 30, 1994
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 1-7699
FLEETWOOD ENTERPRISES, INC
(Exact name of registrant as specified in its charter)
Delaware 95-1948322
_______________________ _____________________________________________
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
3125 Myers Street, Riverside, California 92503-5527
___________________________________________________________________________
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (909) 351-3500
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 the number of shares outstanding of each of the issuer's classes
of Common stock as of the close of the period covered by this report.
Class Outstanding at October 30, 1994
_______________________ _____________________________
Common stock, $1 par value 46,037,542 shares
Preferred share purchase rights --
CONDENSED FINANCIAL STATEMENTS
The following unaudited interim condensed financial statements have
been prepared by the Company pursuant to the rules and regulations of the
Securities and Exchange Commission. Such financial statements have been
reviewed by Arthur Andersen & Co. in accordance with standards established
by the American Institute of Certified Public Accountants. As indicated in
their report included herein, Arthur Andersen & Co. does not express an
opinion on these statements.
Certain information and note disclosures normally included in annual
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to those
rules and regulations, although the Company believes that the disclosures
made are adequate to make the information presented not misleading. In the
Company's opinion, the statements reflect all adjustments (which include
only normal recurring adjustments) necessary to present fairly the results
of operations for the periods ending October 30, 1994 and October 24, 1993
and the balances as of October 30, 1994 and April 24, 1994. It is
suggested that these condensed financial statements be read in conjunction
with the financial statements and the notes thereto included in the
Company's latest annual report on Form 10-K.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the board of directors and shareholders of Fleetwood Enterprises, Inc.:
We have reviewed the accompanying condensed consolidated balance sheet
of FLEETWOOD ENTERPRISES, INC. (a Delaware Corporation) and subsidiaries as
of October 30, 1994, and the related condensed consolidated statements of
income for the thirteen and twenty-seven week periods ended October 30,
1994, and for the thirteen and twenty-six week periods ended October 24,
1993, the condensed consolidated statement of cash flows for the twenty-
seven and twenty-six week periods ended October 30, 1994 and October 24,
1993, respectively, and the condensed consolidated statement of changes in
shareholders' equity for the twenty-seven week period ended October 30,
1994. These condensed consolidated financial statements are the
responsibility of the Company's management.
We conducted our review in accordance with standards established by
the American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures
to the financial data and making inquiries of persons responsible for
financial and accounting matters. It is substantially less in scope than an
audit conducted in accordance with generally accepted auditing standards,
the objective of which is the expression of an opinion regarding the
financial statements taken as a whole. Accordingly, we do not express such
an opinion.
Based on our review, we are not aware of any material modifications
that should be made to the condensed consolidated financial statements
referred to above for them to be in conformity with generally accepted
accounting principles.
We have previously audited, in accordance with generally accepted
auditing standards, the consolidated balance sheet of Fleetwood Enterprises,
Inc. and subsidiaries as of April 24, 1994, and the related consolidated
statements of income, cash flows and changes in shareholders' equity for the
year then ended (not presented herein) and, in our report dated June 23,
1994 we expressed an unqualified opinion on those consolidated financial
statements. In our opinion, the information set forth in the accompanying
condensed consolidated balance sheet as of April 24, 1994, is fairly stated,
in all material respects, in relation to the consolidated balance sheet from
which it has been derived.
ARTHUR ANDERSEN & CO.
Orange County, California
November 29, 1994
<TABLE>
FLEETWOOD ENTERPRISES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Amounts in thousands except per share data)
(UNAUDITED)
Thirteen Thirteen Twenty-seven Twenty-six
Weeks Weeks Weeks Weeks
Ended Ended Ended Ended
Oct. 30, Oct. 24, Oct. 30, Oct. 24,
1994 1993 1994 1993
<S> <C> <C> <C> <C>
OPERATING REVENUES:
Manufacturing sales $699,525 $558,756 $1,453,103 $1,087,044
Finance interest income 10,896 8,689 21,616 17,828
------- ------- ------- -------
710,421 567,445 1,474,719 1,104,872
COSTS AND EXPENSES:
Cost of products sold 571,799 454,318 1,180,335 886,495
Operating expenses 99,479 83,759 203,368 162,729
Finance interest expense 4,524 3,540 9,169 7,518
------- ------- ------- -------
675,802 541,617 1,392,872 1,056,742
Operating income 34,619 25,828 81,847 48,130
OTHER INCOME (EXPENSE):
Investment income 2,203 2,935 4,537 5,480
Interest expense (1,026) (622) (1,844) (1,195)
Other (181) 554 (192) 594
----- ----- ----- -----
996 2,867 2,501 4,879
Income before provision for income
taxes and cumulative effect
of accounting change 35,615 28,695 84,348 53,009
Provision for
income taxes (14,766) (12,007) (34,412) (21,388)
Minority interest in net loss
of subsidiary 360 387 525 580
Income before cumulative effect
of accounting change 21,209 17,075 50,461 32,201
Cumulative effect of change
in accounting for
income taxes -- -- -- (1,500)
Net income $21,209 $17,075 $50,461 $30,701
Income per share before
cumulative effect of
accounting change $.45 $.37 $1.08 $.70
Cumulative effect of
change in accounting
for income taxes -- -- -- (.03)
Net income per Common
and equivalent share $.45 $.37 $1.08 $.67
Dividends declared
per share of Common
stock outstanding $.14 $.125 $.28 $.25
Common and equivalent
shares outstanding 46,678 46,208 46,569 46,099
See accompanying notes to financial statements.
FLEETWOOD ENTERPRISES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (CONDENSED)
(Amounts in thousands)
ASSETS
October 30, April 24,
1994 1994
(Unaudited)
<S> <C> <C>
Cash $ 23,952 $ 37,267
Investments 160,745 121,212
Receivables:
Manufacturing 158,979 158,054
Finance company 378,340 386,207
Inventories:
Raw materials 136,602 117,778
Work in process and finished products 63,006 65,876
Land held for future development 6,800 6,800
Property, plant and equipment 244,035 220,788
Deferred tax benefits 65,519 59,084
Other assets 52,038 51,057
---------- --------
$1,290,016 $1,224,123
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable $ 95,429 $ 80,568
Commercial paper borrowings
and long-term debt 351,775 360,601
Employee compensation and benefits 100,813 98,004
Federal and state taxes on income (5,231) (4,323)
Insurance reserves 44,336 45,343
Other liabilities 119,192 97,715
Total liabilities 706,314 677,908
Contingent liabilities
Minority interest (816) (251)
Shareholders' equity:
Preferred stock, $1 par value,authorized
10,000,000 shares, none outstanding -- --
Common stock, $1 par value,authorized
75,000,000 shares, outstanding 46,038,000
at October 30, 1994 and 45,996,000
at April 24, 1994 46,038 45,996
Capital surplus 41,254 40,949
Retained earnings 498,662 461,086
Foreign currency translation
adjustment (782) (1,565)
Investment securities
valuation adjustment (654) --
------- -------
584,518 546,466
$1,290,016 $1,224,123
See accompanying notes to financial statements.
FLEETWOOD ENTERPRISES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONDENSED)
(Amounts in thousands)
(UNAUDITED)
Twenty-seven Twenty-six
Weeks Ended Weeks Ended
October 30, 1994 October 24, 1993
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $50,461 $30,701
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation expense 10,641 8,740
Amortization of intangibles and goodwill 1,003 907
Provision for credit losses 2,946 1,412
(Gain) loss on sales of property,
plant and equipment 192 (594)
Changes in assets and liabilities:
(Increase) decrease in
manufacturing receivables (925) 19,540
(Increase) decrease
in inventories (15,954) 1,601
Increase in deferred tax benefits (6,435) (1,759)
Increase in other assets (1,984) (7,140)
Increase in accounts payable 14,861 14,730
Increase in employee compensation
and benefits 2,809 5,017
Decrease in Federal and
state taxes on income (908) (7,496)
Increase (decrease) in
insurance reserves (1,007) 3,178
Increase in other liabilities 21,477 11,262
Foreign currency translation adjustment 783 (492)
Net cash provided by operating activities 77,960 79,607
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of finance receivables (643,038) (493,200)
Principal collected on finance receivables 497,959 408,928
Proceeds from sale of retail sales contracts 150,000 93,531
Purchases of investment securities:
Held-to-maturity (3,267,918) (3,654,107)
Available-for-sale (253,477) (121,470)
Proceeds from maturity of investment securities:
Held-to-maturity 3,267,676 3,643,842
Available-for-sale 163,025 20,580
Proceeds from sale of available-for-sale
investment securities 50,507 73,127
Purchases of property, plant
and equipment, net (34,080) (35,603)
Minority interest in subsidiary (565) (580)
Net cash used in investing activities (69,911) (64,952)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of commercial paper 928,694 751,249
Principal payments on commercial paper (937,520) (730,592)
Principal payments on long-term debt -- (30,000)
Dividends to shareholders (12,885) (11,418)
Proceeds from exercise of stock options 347 168
Net cash used in financing activities (21,364) (20,593)
Decrease in cash (13,315) (5,938)
Cash at beginning of period 37,267 34,834
Cash at end of period $23,952 $28,896
Supplementary disclosures:
Income taxes paid $41,938 $28,943
Interest paid 10,201 8,480
See accompanying notes to financial statements.
FLEETWOOD ENTERPRISES, INC.
CONSOLIDATED STATEMENT OF CHANGES
IN SHAREHOLDERS' EQUITY (CONDENSED)
(Amounts in thousands)
(UNAUDITED)
Invest-
ment
Foreign Secu-
Currency rities
Trans- Valu- Total
Common Stock lation ation Share-
Number of Capital Retained Adjust- Adjust- holders'
Shares Amount Surplus Earnings ment ment Equity
<S> <C> <C> <C> <C> <C> <C> <C>
Balance
April 24,
1994 45,996 $45,996 $40,949 $461,086 $(1,565) $ -- $546,466
Add (deduct)-
Net income -- -- -- 50,461 -- -- 50,461
Cash dividends
declared on
Common stock -- -- -- (12,885) -- -- (12,885)
Stock options
exercised 42 42 305 -- -- -- 347
Foreign currency
translation
adjustment -- -- -- -- 783 -- 783
Investment
securities
valuation
adjustment -- -- -- -- -- (654) (654)
Balance
October 30,
1994 46,038 $46,038 $41,254 $498,662 $ (782) $(654) $584,518
See accompanying notes to financial statements.
</TABLE>
FLEETWOOD ENTERPRISES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
October 30, 1994
1) Reference to Annual Report
Reference is made to the Notes to Consolidated Financial Statements
included in the Company's Form 10-K annual report for the year ended
April 24, 1994.
2) Investment Securities
Effective with the beginning of fiscal year 1995, the Company adopted FAS No.
115, "Accounting for Certain Investments in Debt and Equity Securities."
The statement requires that all applicable investments be classified as
trading securities, available-for-sale securities or held-to-maturity
securities. The Company did not have any investments classified as
trading securities during the periods presented. The statement further
requires that held-to-maturity securities be reported at amortized cost
and available-for-sale securities be reported at fair value, with
unrealized gains and losses excluded from earnings but reported in a
separate component of shareholders' equity (net of the effect of income
taxes) until they are sold. At the time of sale, any gains or losses,
calculated by the specific identification method, will be recognized as a
component of operating results.
The following is a summary of investment securities as of October 30, 1994:
<TABLE>
(Amounts in
thousands)
Gross Gross Estimated
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
<S> <C> <C> <C> <C>
Available-for-Sale Securities:
U.S. Treasury securities and
obligations of U.S.
government agencies $ 32,141 $ -- $ 908 $ 31,233
Obligations of states and
political subdivisions 39,880 4 86 39,798
U.S. Corporate securities 1,001 -- -- 1,001
Foreign government
obligations 8,493 11 57 8,447
Other debt securities 37,858 336 339 37,855
$119,373 $351 $1,390 $118,334
Held-to-Maturity Securities:
Foreign government
obligations $ 1,839 $ -- $ -- $ 1,839
Other debt securities 40,187 -- -- 40,187
$42,026 $ -- $ -- $42,026
</TABLE>
The amortized cost and estimated fair value of the securities at
October 30, 1994, by contractual maturity, are shown below. Expected
maturities will differ from contractual maturities because the issuers of
the securities may have the right to prepay obligations without
prepayment penalties.
<TABLE>
(Amounts in thousands)
Fair
Cost Value
<S> <C> <C>
Available-for-Sale:
Due in one year or less $ 77,628 $ 77,371
Due after one year through five years 22,787 22,558
Due after five years through ten years 18,958 18,405
$119,373 $118,334
Held-to-Maturity:
All due in one year or less $42,026 $42,026
Investment income for the six months ended October 30, 1994 consisted of
the following:
Amount
Interest income $4,281
Gross realized gains 298
Gross realized losses (9)
Investment management fees (33)
$4,537
</TABLE>
FLEETWOOD ENTERPRISES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Amounts in thousands)
The following is an analysis of changes in key items included in the
consolidated statements of income for the 13-week and 27-week periods ended
October 30, 1994.
<TABLE.
Thirteen Weeks Ended Twenty-seven Weeks Ended
October 30, 1994 October 30, 1994
Increase % Increase %
(Decrease) Change (Decrease) Change
[S] [C] [C] [C] [C]
Manufacturing sales $140,769 25.2 % $366,059 33.7 %
Cost of products sold 117,481 25.9 293,840 33.1
Manufacturing gross profit 23,288 22.3 72,219 36.0
Finance interest income 2,207 25.4 3,788 21.2
Finance interest expense 984 27.8 1,651 22.0
Net finance revenues 1,223 23.8 2,137 20.7
Selling expenses 11,953 37.2 27,149 45.0
General and admin. expenses 3,767 7.3 13,490 13.2
Operating expenses 15,720 18.8 40,639 25.0
Operating income 8,791 34.0 33,717 70.1
Other income (expense) (1,871) (65.3) (2,378) (48.7)
Income before taxes 6,920 24.1 31,339 59.1
Provision for income taxes 2,759 23.0 13.024 60.9
Net income $4,134 24.2 % $19,760 64.4 %
[/TABLE]
Current Quarter Compared to Same Quarter Last Year
Net income for the quarter ended October 30, 1994 rose 24 percent to
$21,209,000 or 45 cents per share compared to $17,075,000 or 37 cents per
share for the similar period last year. This was the result of solid
revenue growth from both manufactured housing and recreational vehicles.
Overall revenues reached a new second quarter high of $710.4 million, up 25
percent from $567.4 million a year ago.
Housing revenues of $344.1 million were the highest on record for the
October quarter and 32 percent ahead of last year's $260.5 million. Housing
unit volume rose 21 percent in the second quarter to 17,542 homes. Housing
group sales represented 48 percent of total Company revenues compared to 46
percent last year.
Recreational vehicle revenues rose 18 percent in the second quarter to
$344.7 million reflecting good sales gains from towable products and motor
homes. Motor home sales were up 15 percent to $191.2 million on a 10
percent gain in unit volume to 4,004. Travel trailer revenues increased 22
percent to $121.0 million on 14 percent unit growth to 8,939. The Company's
folding trailer division experienced a 2 percent decline in revenues to
$20.3 million as a result of an 11 percent drop in shipments to 4,723 units.
European RV revenues improved to $12.2 million in the second quarter.
Recreational vehicle sales accounted for 49 percent of total Company
revenues, down from 51 percent last year.
The benefits of higher volume were partially offset by rising raw material
costs and a higher than expected loss from the Company's European RV
operation. Despite improved sales volume in Europe, thin gross profit
margins and high operating costs led to a $1.6 million operating loss for
the quarter. Management expects that losses in its European operations are
likely to continue throughout the balance of fiscal 1995.
A 26 percent rise in the cost of products sold led to a decline in the gross
margin percentage. Manufacturing gross profit dropped from 19.2 percent of
sales last year to 18.3 percent, primarily reflecting margin pressure in the
housing group. Most of the profit margin erosion stemmed from rising raw
material costs which were not fully recovered in the selling prices of
manufactured homes.
Net finance revenues increased $1.2 million or 24 percent primarily due to
higher wholesale loan volume. Finance interest income as well as finance
interest expense were effected by increasing interest rates; however, the
spread between lending and borrowing rates was largely maintained.
Operating expenses rose $15.7 million or 19 percent to $99.5 million, but
decreased as a percentage of sales from 14.8 percent to 14.0 percent,
reflecting the effect of higher volume. Selling expenses of $44.1 million
were up nearly $12.0 million or 37 percent. This was primarily due to
higher costs for product warranty service, sales commissions, sales
promotion and provisions for loan losses. General and administrative
expenses increased $3.8 million or 7 percent to $55.4 million; however, as a
percentage of revenues these costs declined to 7.8 percent from 9.1 percent
in the prior year. The dollar increase was primarily due to higher employee
compensation and benefits, largely caused by increased staffing for new
plants and merit increases, accompanied by higher payroll taxes and
retirement plan contributions.
Non-operating income declined $1.9 million or 65 percent due to a 49 percent
drop in net investment income and a $735,000 unfavorable swing in gains and
losses on sales of fixed assets. The $1.2 million reduction in net interest
income reflects higher interest expense as well as lower investment income.
Higher interest rates and increased borrowing by the European RV operation
led to the rise in interest expense. The reduced investment income resulted
from a decline in realized gains on sales of investments.
The combined Federal and state income tax rate declined to 41.5 percent
compared to 41.8 percent last year.
Current Year-To-Date Compared to Same Period Last Year
Earnings for the first six months of fiscal 1995 reached $50,461,000 or
$1.08 per share, up 64 percent from $30,701,000 and 67 cents per share in
last year's first half. Last year's earnings included a $1.5 million charge
(3 cents per share) for a change in accounting for income taxes. First half
revenues were a record, rising 33 percent to $1.47 billion versus $1.10
billion last year.
Manufactured housing revenues reached a record $696.0 million, up 43 percent
from $488.2 million last year. Unit shipments for the first half of 1995
totaled 35,901, a gain of 34 percent over last year's same period. This
improvement resulted from a healthy manufactured housing market and
continued market share growth by Fleetwood. Industry unit volume grew 21
percent through the first nine months of calendar 1994, but the Company's
home sales during that period were 36 percent ahead of the prior year.
Housing revenues were 47 percent of total Company revenues, up from 44
percent for the similar period last year.
Increased sales of motor homes and travel trailers led to a six-month sales
gain of 25 percent for the RV group. As a result of a robust market for
recreational vehicles, revenues reached a record $734.6 million in the first
half, up from $585.7 million last year. Motor home and travel trailer
revenues were both 25 percent ahead of last year's first half, rising to
$411.2 million and $256.4 million, respectively. Fleetwood's folding
trailer division generated revenues of $41.9 million in the first six
months, up 3 percent over the prior year. European RV sales improved to
$25.1 million in the first half. Recreational vehicle sales represented 50
percent of total Company revenues compared to 53 percent last year.
The cost of products sold rose 33 percent, giving rise to a higher gross
margin percentage. Manufacturing gross profit increased to 18.8 percent of
sales from 18.4 percent last year due to improved RV profit margins.
Improvements in direct labor and manufacturing overhead costs, relative to
sales, more than offset the effect of rising raw material costs.
Net finance revenues rose $2.1 million or 21 percent primarily as a result
of higher wholesale loan volume and increased loan servicing income.
Finance interest income and interest expense were both influenced by higher
interest rates, but the spread between lending and borrowing rates was
essentially maintained.
Operating expenses increased $40.6 million or 25 percent to $203.4 million,
but higher sales volume caused operating expenses to decline as a percentage
of revenues from 14.7 percent to 13.8 percent. Selling expenses rose $27.1
million or 45 percent to $87.5 million, primarily due to cost increases for
product warranty service, product financing, sales commissions and sales
promotion. As a percentage of revenues, selling expenses rose from 5.5
percent to 5.9 percent. General and administrative expenses were up $13.5
million or 13 percent to $115.9 million primarily reflecting increased
staffing and higher management incentive compensation (tied to
profitability), along with increases in related payroll taxes and benefits.
As a percentage of revenues, general and administrative costs declined from
9.3 percent to 7.9 percent.
Non-operating income in the first half of fiscal year 1995 declined $2.4
million or 49 percent to $2.5 million. The combination of lower investment
income, higher interest expense for the European operation and the absence
of gains on sales of property, plant and equipment led to the decline. With
respect to investment income, the favorable impact of larger invested
balances and higher yields was more than offset by a decline in realized
gains on sales of investment securities.
The combined Federal and state income tax rate rose to 40.8 percent, up from
40.3 percent last year due to higher accruals for state income taxes.
Liquidity and Capital Resources
The Company generally relies upon internally generated cash flows to fund
capital expenditures and to satisfy working capital needs for its
manufacturing operations. Positive cash flows from operations during the
first six months of fiscal 1995 resulted in a strengthened cash position as
of October 30, 1994. Despite healthy capital expenditures and a higher
shareholder dividend, cash and investments rose from $158.5 million in April
1994 to $184.7 million at the end of October 1994.
Cash outflows in the six months ended October 1994 included capital
expenditures of $34.1 million, most of which was related to continuing
capacity expansion in the Company's housing group. The quarterly
shareholder dividend was increased from a per share rate of 12.5 cents to 14
cents in June 1994 which increased the aggregate dividend payments to $12.9
million for the first half of fiscal 1995.
The Company's finance subsidiary secured cash for lending operations
primarily through the issuance of commercial paper and the sale to investors
of securities backed by retail sales contracts on Fleetwood recreational
vehicles. In June 1994, Fleetwood Credit Corp. presold $150 million of
asset-backed securities which were fully funded by August 1994. The
proceeds were principally used to pay down commercial paper debt.
The finance subsidiary uses the commercial paper market to fund both its
wholesale receivables, which are prime rate based, and its fixed-rate retail
installment sale contract receivables prior to their sale in the asset-
backed securities market. To protect the value of the retail installment
sale contract portfolio from unfavorable changes in interest rates, the
finance subsidiary typically enters into interest rate exchange agreements
or other interest rate hedging transactions during the period between
origination of the receivables and their sale in the asset-backed securities
market.
The finance company maintains a committed revolving credit facility with a
number of major banks to support the issuance of commercial paper. In
September 1994, Fleetwood Credit Corp. established a new $300 million credit
facility to replace the existing $250 million facility, which is to be used
for general corporate purposes, including commercial paper back-up.
Other Matters
The Department of Housing and Urban Development (HUD) in the past year has
issued new regulations relating to the construction of manufactured housing
so the homes will be better able to withstand high winds and extreme
temperatures. Houses manufactured after July 13, 1994 must comply with
construction and installation standards to withstand high winds in certain
"hurricane zones" along the Atlantic and Gulf coasts, including all of
Florida. The thermal standards, which principally relate to insulation
ratings and the use of storm windows, apply to homes manufactured beginning
October 26,1994. The wind and thermal standards vary according to the
geographic regions or zones where the houses are sold.
The Company has increased the base retail prices of its homes to cover the
costs of complying with the new standards as well as the profit on these
costs. With respect to the wind standard, the increase in the average
retail price of homes resulting from such cost increases ranges from 7
percent to 15 percent, depending on the geographic region and whether a home
is single-section or multi-section. The increase in the average retail
price of homes resulting from the cost of compliance with the thermal
standard generally ranges from 7 percent to 8 percent. The Company does not
believe that the cost increases resulting from these new standards will have
a material effect on the Company's sales or gross profit margins.
PART II OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
At Fleetwood's Annual Meeting of Shareholders held on September 13, 1994, the
following directors were elected to three-year terms to Fleetwood's Board of
Directors: Glenn F. Kummer, Dale T. Skinner and Thomas A. Fuentes. The
following directors continued in office after the meeting, but were not
elected at the meeting: John C. Crean, William W. Weide, Andrew Crean, Dr.
Douglas M. Lawson and Walter F. Beran.
The shareholder votes on the elections were as follows:
For Withheld Vote
Glenn F. Kummer 39,515,772 278,104
Dale T. Skinner 39,510,048 283,828
Thomas A. Fuentes 39,514,086 279,790
In addition, the shareholders approved the adoption of the Senior Executive
Incentive Compensation Plan which was approved by the Compensation Committee
of the Board of Directors on April 21, 1994 and ratified by the Board of
Directors on June 14, 1994. The shareholder vote on the proposed plan was as
follows:
For: 37,424,334
Against: 1,704,583
Abstain: 664,959
The shareholders also approved the adoption of the Company's Amended and
Restated Long-Term Incentive Plan which was adopted by the Board of Directors
on March 8, 1994. The shareholder vote on the proposed plan was as follows:
For: 37,826,491
Against: 1,240,611
Abstain: 726,774
The total number of shares of Fleetwood Common stock outstanding as of July
20, 1994, the record date for the Annual Meeting, was 45,995,542 shares.
SIGNATURE
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 thereunto duly authorized.
FLEETWOOD ENTERPRISES, INC.
_____________________
Paul M. Bingham
Financial Vice President
and Chief Financial Officer
December 8, 1994
FLEETWOOD ENTERPRISES, INC.
CONSOLIDATED FINANCIAL INFORMATION
FINANCIAL DATA SCHEDULE
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> APR-30-1995
<PERIOD-END> OCT-30-1994
<CASH> 23,952
<SECURITIES> 160,745
<RECEIVABLES> 554,890
<ALLOWANCES> 17,571
<INVENTORY> 199,608
<CURRENT-ASSETS> 0
<PP&E> 378,328
<DEPRECIATION> 134,293
<TOTAL-ASSETS> 1,290,016
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 46,038
0
0
<OTHER-SE> 538,480
<TOTAL-LIABILITY-AND-EQUITY> 1,290,016
<SALES> 1,453,103
<TOTAL-REVENUES> 1,453,103
<CGS> 1,180,335
<TOTAL-COSTS> 1,180,335
<OTHER-EXPENSES> 192
<LOSS-PROVISION> 2,946
<INTEREST-EXPENSE> 11,013
<INCOME-PRETAX> 84,348
<INCOME-TAX> 34,412
<INCOME-CONTINUING> 50,461
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 50,461
<EPS-PRIMARY> 1.08
<EPS-DILUTED> 1.08
<FOOTNOTE> Amounts for current assets and current
liabilities are not shown since balance sheet
is presented in nonclassified format.
</TABLE>
