FLEETWOOD ENTERPRISES INC/DE/
10-Q, 1999-02-24
MOBILE HOMES
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                                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 January 24, 1999


                 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 Identification Number)
incorporation or organization) 

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 January 24, 1999
_________________________          ______________________________________

Common stock, $1 par value          34,867,392 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 LLP in accordance with standards established by 
the American Institute of Certified Public Accountants.  As indicated in 
their report included herein, Arthur Andersen LLP 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 January 24, 1999 and January 25, 1998 and the balances 
as of January 24, 1999 and April 26, 1998.  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 January 24, 1999, and the related condensed consolidated statements of 
income and comprehensive income for the thirteen and thirty-nine week periods 
ended January 24, 1999 and January 25, 1998, respectively, the condensed 
consolidated statements of  cash flows for the thirty-nine week periods ended 
January 24, 1999 and January 25, 1998, and the condensed consolidated 
statement of changes in shareholders' equity for the thirty-nine week period 
ended January 24, 1999.  These 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 26, 1998, 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 22, 
1998, 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 26, 1998, is fairly stated, 
in all material respects, in relation to the consolidated balance sheet from 
which it has been derived.


                                             ARTHUR ANDERSEN LLP



Orange County, California
February 23, 1999

                FLEETWOOD ENTERPRISES  INC. AND SUBSIDIARIES
              CONSOLIDATED STATEMENTS OF INCOME (CONDENSED)        
              (Amounts in thousands except per share data)      
                            (UNAUDITED)              
<TABLE>             
                           13 Weeks   13 Weeks    39 Weeks    39 Weeks
                           Ended      Ended       Ended       Ended
                           Jan. 24,   Jan. 25,    Jan. 24,    Jan. 25,
                           1999       1998        1999        1998
<S>                       <C>         <C>         <C>         <C>
Net sales:              
  Manufacturing           $749,953    $710,620    $2,443,195  $2,208,163
  Retail                   116,384          --       205,263          --
  Less:  intercompany      (61,926)         --      (106,052)         --
                          --------    --------    ----------  ----------
                           804,411     710,620     2,542,406   2,208,163

Cost of products sold      625,849     571,940     1,995,156   1,784,634
                          --------     -------     ---------   ---------
 
  Gross profit             178,562     138,680       547,250     423,529
              
Operating expenses         139,029     106,607       402,605     297,932
                           -------    --------      --------   ---------
  Operating income          39,533      32,073       144,645     125,597
              
Other income (expense): 
  Investment income          3,940       3,425        13,146       8,298
  Interest on long-term
    debt                      (837)       (903)       (2,629)     (2,677)
  Interest on inventory 
    floor plan financing    (2,247)         --        (3,889)         --
  Distribution on preferred
    securities              (4,382)         --       (13,142)         --
  Other                        (94)         69          (296)       (348)
                            -------     -------       -------    -------
                            (3,620)      2,591        (6,810)      5,273
                            -------     -------       -------    -------
Income before provision for
  income taxes              35,913      34,664       137,835     130,870

Provision for income taxes (14,652)    (13,515)       55,238      50,655
                           -------    --------       --------   --------

Net income                 $21,261     $21,149       $82,597     $80,215
                           =======     =======       =======     =======

Net income per Common share:
  Basic                       $.61        $.58         $2.47       $2.23
  Diluted                      .59         .57          2.29        2.19
                           =======     =======       =======     =======

Weighted average Common shares:
  Basic                     34,806      36,256        33,441      36,016
  Diluted                   41,019      36,884        39,796      36,587
                           =======     =======       =======     =======

Dividends declared per share of
  Common stock outstanding    $.18        $.17          $.54        $.51
                           =======     =======       =======     =======

</TABLE>
 
              
See accompanying notes to financial statements.              

              FLEETWOOD ENTERPRISES, INC. AND SUBSIDIARIES
              CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
                               (UNAUDITED)
                         (Amounts in thousands)


<TABLE>
                         13 Weeks   13 Weeks     39 Weeks   39 Weeks
                          Ended      Ended       Ended      Ended
                         Jan. 24,   Jan. 25,     Jan. 24,   Jan. 25,
                         1999       1998         1999       1998

<S>                      <C>        <C>          <C>        <C>
Net income               $21,261    $21,149      $82,597    $80,215
                         -------    -------      -------    -------

Other comprehensive income (loss):
  Foreign currency translation adjustment-
    Amount before income
     taxes                   535    (2,145)       (1,822)    (1,595)
    Income taxes            (233)      935           792        694
                         -------    ------        ------    -------
    Net of income taxes      302    (1,210)       (1,030)      (901)
                         -------    ------        ------    --------

  Unrealized loss on securities-
    Amount before income
     taxes                   (47)     (474)       (1,545)       181
    Income taxes              17       173           570        (66)
                         -------    ------        ------     -------
    Net of income taxes      (30)     (301)         (975)       115
                         -------   -------        ------     -------
                             272    (1,511)       (2,005)      (786)
                         -------   -------        ------     -------
Comprehensive income     $21,533   $19,638       $80,592     $79,429
                         =======   =======       =======     =======

</TABLE>
See accompanying notes to financial statements.

                   FLEETWOOD ENTERPRISES  INC. AND SUBSIDIARIES
                      CONSOLIDATED BALANCE SHEETS (CONDENSED) 
                                (Unaudited)
                
<TABLE>
                     ASSETS                 (Amounts in thousands)   
                                          January 24,     April 26,
                                            1999              1998
<S>                                        <C>            <C>
Current assets: 
  Cash                                    $   31,592     $   28,143 
  Marketable investments                     184,691        255,919 
  Receivables                                226,658        195,388 
  Inventories                                261,141        153,746 
  Deferred tax benefits - current             32,773         30,212 
  Other current assets                        35,297         19,443 
                                            --------      --------- 
    Total current assets                     772,152        682,851 
                
Property, plant and equipment                298,690        277,211 
Marketable investments maturing after 
  one year                                    21,123         21,660 
Deferred tax benefits                         54,415         45,042 
Cash value of Company-owned life insurance    64,771         63,355 
Goodwill and intangible assets               238,197         13,745 
Other assets                                  31,803         25,616 
                                             -------      --------- 
                                          $1,481,151     $1,129,480 
                                          ==========     ========== 
LIABILITIES AND SHAREHOLDERS' EQUITY                
Current liabilities:                
  Accounts payable                        $  119,909     $  118,481 
  Employee compensation and benefits          81,073         74,435 
  Federal and state taxes on income           10,964          8,800
  Retail flooring liability                  109,333             --
  Other current liabilities                  178,210        124,086 
                                          ----------     ---------- 
    Total current liabilities                499,489        325,802 
                
Deferred compensation and 
  retirement benefits                         58,149         58,272 
Insurance reserves                            25,148         26,880 
Long-term debt                                55,000         55,000 

Company-obligated mandatorily redeemable 
  convertible preferred securities of
  Fleetwood Capital Trust holding solely 
  6% convertible subordinated debentures
  of the Company                             287,500        287,500 

Contingent liabilities                
                
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 34,867,000 at 
    January 24, 1999 and 31,451,000 at
    April 26, 1998                            34,867         31,451 
  Capital surplus                            189,942         54,340 
  Retained earnings                          334,522        291,696 
  Accumulated other comprehensive 
    income (loss)                             (3,466)        (1,461)
                                            --------       --------
                                             555,865        376,026 
                                            --------       --------
                                          $1,481,151     $1,129,480 
                                          ==========     ========== 
           See accompanying notes to financial statements.     
</TABLE>

                FLEETWOOD ENTERPRISES  INC.
            CONSOLIDATED STATEMENTS OF CASH FLOWS (CONDENSED)
                      (UNAUDITED)
                  (Amounts in thousands) 
<TABLE>                    
                                                 39 Weeks      39 Weeks
                                                  Ended         Ended
                                                January 24,   January 25,
                                                  1999          1998
<S>                                              <C>           <C>    
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                       $82,597       $80,215
Adjustments to reconcile net income to net
  cash provided by operating activities:                  
  Depreciation expense                            20,666        20,586
  Amortization of intangibles and goodwill         2,396           197 
  Losses on sales of property, plant and equipment   296           348 
  Changes in assets and liabilities:                  
    Increase in receivables                      (13,848)       (9,007)
    Increase in inventories                       (9,567)      (16,999)
    (Increase) decrease in deferred tax benefits (13,257)        1,195
    Increase in cash value of Company-owned   
      life insurance                              (1,416)         (429)
    Increase in other assets                     (20,019)       (3,744)
    Decrease in accounts payable                 (17,658)       (3,056)
    Increase in other liabilities                 70,038         6,247
                                                 -------      --------
Net cash provided by operating activities        100,228        75,553
                                                 -------      --------
CASH FLOWS FROM INVESTING ACTIVITIES: 
Purchases of investment securities:   
  Held-to-maturity                            (4,239,394)   (5,130,353)
  Available-for-sale                             (54,513)      (41,996)
Proceeds from maturity of investment securities:
  Held-to-maturity                             4,303,390     5,053,096
  Available-for-sale                              38,728        15,480
Proceeds from sale of available-for-sale 
  investment securities                           22,579        30,312
Acquisition of retail companies, net of $9,514 
  cash acquired                                 (120,129)          -- 
Purchases of property, plant and equipment, net  (26,905)      (19,449)
                                                 -------       -------
Net cash used in investing activities            (76,244)      (92,910)
                                                 -------      --------
CASH FLOWS FROM FINANCING ACTIVITIES:                    
Dividends to shareholders                        (18,328)      (18,410)
Proceeds from exercise of stock options           22,511        20,583
Repurchase of Common stock                       (23,688)           --
                                                 -------      --------
Net cash provided by (used in) 
  financing activities                           (19,505)        2,173
                                                 -------      --------
Foreign currency translation adjustment           (1,030)         (901)
                                                 -------      --------
Increase (decrease) in cash                        3,449       (16,085)
Cash at beginning of period                       28,143        37,890
                                                  ------       -------
Cash at end of period                            $31,592       $21,805
                                                 =======      ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW   
  INFORMATION:                  
                    
  Cash paid during the period for -   
  Interest                                       $22,378        $2,829
  Income taxes                                    64,233        42,069
                                                ========        ======
DETAILS OF ACQUISITIONS:                    
  Fair value of assets acquired                 $367,847          --  
  Liabilities assumed                            119,452          --  
                                                --------        ------
  Acquisitions price                             248,395          --  
  Less cash acquired                              (9,514)         --  
  Less Common stock issued for acquisitions     (118,752)         --  
                                                 -------        ------
  Net cash paid for acquisitions                $120,129          --  
                                                 =======        ======
NON-CASH FINANCING ACTIVITIES:                    
  Common stock issued for acquisitions          $118,752          --  
                                                 =======       =======
                    
See accompanying notes to financial statements.        
</TABLE>

               FLEETWOOD ENTERPRISES  INC. AND SUBSIDIARIES  
             CONSOLIDATED STATEMENT OF CHANGES       
            IN SHAREHOLDERS' EQUITY (CONDENSED)
                   (UNAUDITED)  
                 (Amounts in thousands)    
<TABLE>
                                                  Accumulated
                                                     Other
                                                     Compre-    
               Common Stock                         hensive    Total
             Number              Capital  Retained  Income Shareholders'
              of Shares  Amount  Surplus  Earnings  (Loss)    Equity
     
<S>           <C>       <C>       <C>      <C>       <C>       <C>      
Balance April 26,
 1998          31,451   $31,451   $54,340  $291,696  $(1,461)  $376,026 
                              
 Add (deduct) -   
                              
 Net income       --        --        --     82,597      --      82,597 
                              
 Other comprehensive 
    income (loss)  --        --        --         --  (2,005)    (2,005)
                              
 Cash dividends 
   declared on 
   Common stock   --        --        --    (18,328)      --    (18,328)
                              
 Stock options exercised
   (including related tax  
    benefits)     941       941    21,570      --         --     22,511
                              
 Stock 
   repurchased   (718)     (718)   (1,527)  (21,443)      --    (23,688)

 Stock issued for                            
   acquisitions 3,193     3,193   115,559       --         --   118,752
               ------     -----   -------    ------     -----    -------
Balance January 24,
   1999        34,867   $34,867  $189,942   $334,522  $(3,466) $555,865
               ======   =======   =======   ========  =======  ========
                              
</TABLE>                              
See accompanying notes to financial statements 



            FLEETWOOD ENTERPRISES, INC. AND SUBSIDIARIES

            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                JANUARY 24, 1999


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 26, 1998.

2)  Industry Segment Information

    Information with respect to industry segments for the periods ending 
    January 24, 1999 and January 25, 1998 is shown below (amounts in 
    thousands):
    <TABLE>
                           13 Weeks    13 Weeks     39 Weeks   39 Weeks
                            Ended        Ended       Ended     Ended
                           Jan. 24,    Jan. 25,     Jan. 24,   Jan. 25,
                           1999        1998         1999       1998
                           --------    ---------    ---------  --------
    <S>                    <C>          <C>         <C>         <C>
    OPERATING REVENUES: 

    Manufactured housing -
     Manufacturing         $372,371     $354,872    $1,182,391  $1,112,173
     Retail                 116,384           --       205,263         --
     Less:  intercompany    (61,926)          --      (106,052)        --
                           --------     --------      ---------  --------
                            426,829      354,872     1,281,602   1,112,173
                           --------     --------      --------    --------

    Recreational vehicles   367,638      345,293     1,229,113  1,062,640
    Supply operations         9,944       10,455        31,691     33,350
                           --------     --------     --------    ---------
                           $804,411     $710,620    $2,542,406  $2,208,163
                           ========     ========    ==========  ==========

    OPERATING INCOME:

    Manufactured housing    $22,216*     $18,159       $68,546*    $59,298
    Housing - retail            809**         --         2,675**        --
    Recreational vehicles    18,292       13,519        75,182      47,576
    Supply operations         3,688        4,037        11,384      11,289
    Corporate and other      (5,472)      (3,642)      (13,142)     7,434***
                            -------      -------       -------     -------
                            $39,533      $32,073      $144,645    $125,597
                            =======      =======      ========     =======

    </TABLE>
    *     After deduction for intercompany profit in inventory of $4,951 
          for the quarter and $10,124 year-to-date.
    **    Operating income before deduction of interest expense on
          inventory floor plan financing totaling $2,247 for the quarter
          and $3,889 year-to-date.
    ***   Includes non-recurring insurance gain of $16.2 million.

3)  Earnings Per Share

    Basic earnings per share is computed by dividing income available to 
    Common stockholders by the weighted average number of Common shares 
    outstanding.  Diluted earnings per share includes the effect of 
    potential shares outstanding from dilutive stock options and dilutive 
    preferred securities.  After-tax distributions on preferred securities
    are added to net income to arrive at earnings used in the diluted
    earnings per share calculation.  The table below shows the calculation
    components of earnings per share for both basic and diluted earnings 
    per share (amounts in thousands):

    <TABLE>
                             13 Weeks Ended         13 Weeks Ended
                             January 24, 1999       Janaury 25, 1998

                                     Weighted               Weighted
                                      Average                Average
                             Income   Shares         Income  Shares
    <S>                      <C>       <C>          <C>      <C>
    Basic earnings per 
     share                   $21,261   34,806       $21,149  36,256
    Effect of dilutive securities:
     Stock options                --      312            --     628
     Preferred securities      2,781    5,901            --      --
                             -------   ------       -------  ------
    Diluted earnings per 
     share                   $24,042   41,019       $21,149  36,884
                             =======   ======       =======  ======
    </TABLE>

                             39 Weeks Ended         39 Weeks Ended
                             January 24, 1999       January 25, 1998
    <TABLE>
                                      Weighted               Weighted
                                      Average                Average
                             Income   Shares         Income  Shares
    <S>                      <C>       <C>          <C>      <C>
    Basic earnings per 
     share                   $82,597   33,441       $80,215  36,016
    Effect of dilutive securities:
     Stock options                --      454            --     571
     Preferred securities      8,342    5,901            --      --
                             -------   ------       -------  ------
    Diluted earnings per 
     share                   $90,939   39,796       $80,215  36,587
                             =======   ======       =======  ======
    </TABLE>

4)  Accumulated Other Comprehensive Income Balances

    The Company has adopted SFAS 130 "Reporting Comprehensive Income"
    which 	establishes standards for reporting and displaying 
    comprehensive income and its components in a full set of general 
    purpose financial statements.  The following reflects the activity 
    in the accumulated other comprehensive income balance for the period 
    (amounts in thousands):

    <TABLE>
                           Foreign         Unrealized   Accumulated Other
                           Currency        Gains on      Comprehensive
                            Items          Securities   Income (loss)

    <S>                    <C>             <C>            <C>
    Beginning balance      $(1,759)        $ 298          $(1,461)
    Current period change   (1,030)         (975)          (2,005)
                           -------         -----          -------

    Ending balance         $(2,789)        $(677)         $(3,466)
                           =======         =====          =======

    </TABLE>

5)  Accounting Period

   The Company's fiscal quarters end in July, October, January and
   April.  Although the third fiscal quarter ended on January 24,
   1999, the Company has included in its consolidated financial 
   statements the results of Fleetwood Retail Corp. (FRC), its wholly
   owned housing retail subsidiary, through December 31, 1998.  FCR
   follows a calendar quarter accounting period.

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 39-week periods ended 
January 24, 1999. 

<TABLE>
                                   13 Weeks Ended         39 Weeks Ended
                                  January 24, 1999       January 24, 1999*

                                  Increase      %       Increase      %
                                 (Decrease)   Change   (Decrease)   Change

<S>                              <C>           <C>      <C>          <C> 
Sales                            $ 93,791      13.2%    $334,243     15.1%
Cost of products sold              53,909       9.4      210,522     11.8
                                 --------      ----     --------     ----
  Gross profit                     39,882      28.8      123,721     29.2

Selling expenses                   15,119      29.6       52,167     35.2
General and administrative
  expenses                         17,303      31.2       52,506     35.0
                                 --------      ----     --------     ----

Operating expenses                 32,422      30.4      104,673     35.1
                                 --------      ----     --------     ----

  Operating income                  7,460      23.3       19,048     15.2

Other income (expense)             (6,211)   (239.7)     (12,083)  (229.1)

Income before taxes                 1,249       3.6        6,965      5.3

Provision for income taxes          1,137       8.4        4,583      9.0

Net income                           $112       0.5%      $2,382      3.0%
                                 ========      ====      =======      ===

</TABLE>
*  Prior year's nine-month period included $16.2 million non-recurring 
insurance gain which reduced operating costs and increased operating 
income.  Excluding the insurance gain from prior year results, percentage
increases would have been 21.9% for general and administrative expenses,
28.2% for operating expenses and 32.2% for operating income.

Current Quarter Compared to Same Quarter Last Year

Consolidated Results:

Net income for the third quarter reached a new high of $21.3 million or 59 
cents per diluted share compared to $21.1 million and 57 cents per share a 
year ago.  The earnings gain resulted from sharply higher profits from both 
of the Company's core manufacturing businesses.  Operating margins rose 
sharply for both manufactured housing and recreational vehicle segments, but 
manufacturing gains were substantially offset by the quarterly distribution 
on convertible preferred securities and a $1.4 million operating loss from 
the Company's newly formed housing retail business.  Neither of these 
offsetting factors existed a year ago.

Record third quarter revenues for both manufactured housing and recreational 
vehicles, along with the addition of retail housing sales, led to a 13% 
increase in revenues to $804.4 million from $710.6 million last year.  

The combination of higher manufacturing revenues and improved gross profit 
margins led to a 23% gain in operating income to $39.5 million. 

Operating expenses climbed 30% to $139.0 million, and also increased as a 
percentage of sales from 15.0% to 17.3%.  About 75% of the increase stems 
from the addition of the new housing retail business.  Selling expenses rose 
30% to $66.2 million with retail accounting for about two-thirds of the 
increase.  Within the manufacturing sector, higher costs were incurred for 
advertising, sales compensation and product warranty and service.  As a 
percentage of sales, selling costs rose from 7.2% to 8.2%.  General and 
administrative expenses were up 31% to $72.8 million primarily due to the 
addition of $14 million in retail costs.  Manufacturing costs were 
moderately higher as a result of additional management incentive 
compensation related to higher profits.  General and administrative expenses 
rose as a percentage of sales from 7.8% to 9.1%.

Non-operating items amounted to a loss of $3.6 million compared to income of 
$2.6 million last year.  The $6.2 million swing primarily resulted from the 
introduction of two factors that did not exist a year ago: $4.4 million for 
the distribution on convertible preferred securities  and $2.2 million of 
interest expense on retail inventory floor plan financing.  Investment 
income rose from $3.4 million to $3.9 million due to higher invested 
balances.

The Company's effective tax rate moved from 39.0% last year to 40.8% in the 
current quarter primarily due to the effect of goodwill amortization, which 
is not deductible for tax purposes.  The higher tax rate had the effect of 
reducing earnings per share by about two cents.

Manufactured Housing

Factory sales of manufactured homes increased 5% in the third quarter to 
$372.4 million compared to $354.9 million a year ago.  Current quarter 
revenues included $62 million in intercompany sales to the Company's 
housing retail business.  Factory shipments rose 1% to 15,536 homes, which 
included sales of 2,905 homes to Company-owned retail stores.

The housing group recorded operating income of $22.2 million compared to 
$18.2 million in last year's third quarter.  Current year profit reflects a  
$5.0 million reduction for intercompany profit on homes sold to Fleetwood 
retail operations that were still in retail inventory at the end of the 
quarter.  Operating income was 6.0% of sales compared to 5.1% in the prior 
year.  The primary drivers of the profit gain were higher sales volume and 
better gross margins achieved through lower raw material costs and improved 
pricing.

Recreational Vehicles:

Recreational vehicle sales increased 6% in the third quarter to a record 
$367.6 million.  Motor home revenues rose 7% to $225.7 million, an all-time 
high for the third quarter, as unit volume rose 1% to 3,075 units.  The 
higher sales revenue realization reflects a shift in product mix in favor 
of larger, more fully-featured Class A models.  The Company also posted 
record travel trailer sales of $117.3 million, 9% ahead of last year's 
third quarter, on a 10% rise in unit volume to 8,096.  Folding trailer 
sales of $24.6 million were off 5% from last year's record pace as unit 
shipments fell 5% to 4,756. 

Operating income for the recreational vehicle group rose 35% to $18.3 
million, primarily as a result of the increase in volume and improved gross 
profit margins.   As a percentage of sales, operating income was up from 
3.9% to 5.0%.  The margin improvement mainly reflects lower raw material 
costs and more efficient motor home operations.  Last year, the motor home 
division was not operating at peak efficiency due to difficulties 
encountered with a plant production realignment initiative. 

Supply Operations:

The Company's supply group generated third quarter revenues of $10.0 
million compared to $10.5 million in the similar period last year.  
Operating income totaled $3.7 million compared to last year's $4.0 million.

Retail Housing Operations

Fleetwood's new retail housing division, which was not in operation a year 
ago, contributed $116.4 million to consolidated sales in the third quarter.  
Operating income, before $2.2 million of interest expense on inventory 
floor plan financing, was $809,000.

Current Year-To-Date Compared To Same Period Last Year

Consolidated Results

Earnings for the first nine months of fiscal 1999 increased to $82.6 
million or $2.29 per diluted share compared to $80.2 million and $2.19 per 
share last year.  Last year's earnings included a non-recurring insurance 
gain of $10.4 million or 28 cents per share attributable to a change in 
estimate of products liability insurance reserves.  Without this gain, 
earnings per share would have been $69.8 million or $1.91 per share for 
last year's comparable period.

Both manufacturing segments produced higher profits in the first nine 
months, which led to a 20% improvement in comparable earnings per share 
after excluding last year's insurance gain.  Despite the strong 
manufacturing performance, the ramping up of the manufactured housing 
retail operations restrained the overall operating margin and earnings per 
share.  In addition, the nine month operating income for the manufactured 
housing group was reduced $10.1 million due to the elimination of 
intercompany profit on homes sold to Fleetwood retail stores that were in 
retail inventory at the end of the period.

Sales for the first nine months of fiscal 1999 rose 15% to an all-time high 
of $2.54 billion compared to $2.21 billion for last year's similar period.  
This revenue increase resulted from higher manufacturing sales for both 
housing and recreational vehicles, as well as the addition of retail sales.

Operating expenses rose 35% to $402.6 million, and also increased as a 
percentage of sales from 13.5% to 15.8%.  The new housing retail business 
accounted for about 41% of the increase.  Selling expenses also rose 35% to 
$200.2 million with the housing retail operation accounting for a third of 
the increase.  Higher costs were incurred in the manufacturing operations 
for advertising, sales compensation and product warranty and service.  
General and administrative expenses of $202.4 million were up 35%, 
primarily due to the addition of $25 million in retail costs which 
represented nearly half of the increase.  The increase for manufacturing 
was primarily due to higher management incentive compensation as a result 
of higher profits.  As a percentage of sales, selling expenses increased 
from 6.7% to 7.9% and general and administrative expenses rose from 6.8% to 
8.0%.

Non-operating items totaled a net expense of $6.8 million compared to 
income of $5.3 million a year ago.  This $12.1 million change was caused by 
expenses which did not exist a year ago:  a $13.1 million distribution on 
convertible preferred securities and $3.9 million of interest expense on 
retail inventory floor plan financing.  These items were partially offset 
by a $4.8 million increase in investment income.

The effective tax rate rose to 40.1% compared to 38.7% last year.  The 
increase primarily reflects the impact of goodwill amortization which is 
not deductible for tax purposes.

Manufactured Housing

For the nine months, factory sales of manufactured housing were up 6% to 
$1.18 billion.  This included intercompany sales of $106.1 million to the 
Company's retail housing division.  Shipments were up 2% to 49,969 units.

Operating income for the housing group rose 16% to $68.5 million due to 
higher gross margins and the rise in sales volume.  The margin improvement 
mainly resulted from raw material cost reductions and increases in product 
selling prices.  Operating profit in the current year is net of $10.1 
million of intercompany profit eliminated in consolidation as discussed 
previously.  As a percentage of sales, operating income was 5.8% compared 
to 5.3% a year ago.  

Recreational Vehicles:

RV revenues for the first nine months of fiscal 1999 were up 16% to $1.23 
billion with all three RV divisions posting record sales.  Motor home sales 
increased 18% to a new nine-month high of $750.9 million as shipments were 
up 10% to 10,472 units.  Both towable segments reached record levels with 
travel trailer sales rising 12% to $391.9 million and folding trailer sales 
increasing 10% to $86.3 million.  Travel trailer shipments were up 14% to 
27,677 units while folding trailer unit volume increased 5% to 15,979.

Operating income for the RV group surged 58% over the prior year to $75.2 
million as a result of higher sales volume and improved gross margins.  The 
margin improvement primarily stems from a turnaround in motor home 
operations which were not operating at efficient levels last year.  RV 
operating margin rose from 4.5% to 6.1% of sales.

Supply

Revenue for the Company's supply group was $31.7 million, down from $33.4 
million for the similar period a year ago.  Operating income of $11.4 
million in fiscal 1999 was virtually unchanged from the prior year.  

Retail Housing Operations

Fleetwood's new retail housing division recorded $205.3 million in sales in 
the first nine months of fiscal 1999.  Operating income, before $3.9 
million of interest expense on inventory floor plan financing, was $2.7 
million or 1.3% of sales.    

Liquidity and Capital Resources

The Company generally relies upon internally generated cash flows to 
satisfy working capital needs and to fund capital expenditures.  Cash 
generated from operations improved to $100.2 million compared to $75.6 
million last year as a result of profitable operations and a reduction in 
working capital investment.

Cash totaling $120.1 million was used for the acquisition of retail housing 
companies, the largest of which was Home USA.  This was in addition to 
$118.8 million in Common stock issued as part of the consideration for the 
acquisitions.  The acquisition of retail businesses resulted in several 
significant changes in assets and liabilities as of January 24, 1999 when 
compared to balances at the end of the prior fiscal year.  These changes 
included $111.8 million for retail inventories, $232.2 million for goodwill 
and $109.3 million for inventory floor plan financing liability.

Cash outlays in the current year included $18.3 million in dividends to 
shareholders, $26.9 million for capital expenditures and $23.7 million for 
repurchase of the Company's Common stock.   Dividends last year totaled 
$18.4 million and capital expenditures were $19.4 million.  There was no 
repurchase of Common stock in last year's similar period.

Year 2000 Compliance

Fleetwood is dependent on a cluster of centralized computers to provide 
data in support of vital company-wide operational and accounting functions.  
Many of the computer processes used to generate this data were programmed 
in-house following the common practice of using only two digits to 
designate a year.  Other software purchased by the Company was written 
using the same convention.  As the year 2000 approaches, programs with such 
date-related logic will not be able to distinguish between the years 1900 
and 2000, potentially causing software and hardware to fail, generate 
erroneous calculations or present information in an unusable form.  In 
recognition of this potential, the Company launched a year 2000 project in 
February 1996 to identify and correct all offending computer code that was 
written internally and to upgrade or replace any purchased software that 
was non-compliant.  At this date, the project, including thorough testing 
and certification, is substantially complete. The tasks remaining relate to 
the implementation of vendor upgrades and replacements of purchased 
software and are expected to be completed by mid-1999. 

The Company has relationships with various third parties on whom it relies 
to provide goods and services necessary for the manufacture and 
distribution of its products.  These include suppliers, vendors and 
financial institutions.  As part of its determination of year 2000 
readiness, the Company has identified material relationships with third 
party vendors and is in the process of assessing the status of their 
compliance through the use of questionnaires.  We expect this process will 
be complete by the end of the first quarter of calendar 1999.  

The Company sells its products mostly through numerous independent 
retailers, none of which account for a material part of the Company's total 
sales.  Due to the broad diversification of these retailers, the risk 
associated with potential business interruptions as a result of year 2000 
non-compliance is not considered significant.  

The total cost of the Company's year 2000 efforts, including hardware, 
software, related consulting costs and assessment of third party compliance 
is estimated to be about $1.2 million, which is not material to the 
Company's financial statements.  

Senior management has been active in the oversight of the year 2000 
project, with the objective of minimizing the potential impact on the 
Company's operations.  As part of this effort the Company has begun the 
process of assessing potential year 2000 failures and designing contingency 
plans to mitigate the effect of such occurrences.  This effort is expected 
to be complete by mid-1999.

It is anticipated that the Company's year 2000 project will reduce the risk 
of significant business interruptions, but there is no assurance that this 
outcome will be achieved.  Failure to detect and correct all internal 
instances of non-compliance or the inability of third parties to achieve 
timely compliance could result in the interruption of normal business 
operations which, depending on its duration, could have a material adverse 
effect on the Company's financial statements.

Other

The Financial Accounting Standards Board ("FASB") Statement No. 130, 
"Reporting Comprehensive Income," was adopted by the Company in fiscal 
1999.  This statement establishes standards for the reporting and display 
of comprehensive income and its components (revenues, expenses, gains and 
losses)  in a full set of general-purpose financial statements.  FASB 
Statement No. 131, "Disclosures About Segments of an Enterprise and Related 
Information," was also adopted in fiscal 1999.  This statement establishes 
standards for the way that companies report information about operating 
segments in annual financial statements, and requires that companies report 
selected information about operating segments in interim financial reports 
issues to shareholders.


                               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
                                          Senior Vice President - Finance
                                          and Chief Financial Officer

February 23, 1999

FLEETWOOD ENTERPRISES, INC.
CONSOLIDATED FINANCIAL INFORMATION
FINANCIAL DATA SCHEDULE

[SROS]        NYSE
[SROS]        PCX


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