FORM 10-Q/A
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 --
Item 1. Financial Statements
The notes to the Financial Statements in the original filing are hereby
amended to read in full as follows, with the only change being the addition of
Note 6 thereof:
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.
6) Convertible Trust Preferred Securities
Reference is made to Note 8 in the notes to audited consolidated
financial statements included in the Company's annual report on
Form 10-K for the fiscal year ended April 26, 1998. During fiscal
1998, Fleetwood Capital Trust (the Trust), a Delaware business trust
wholly owned by the Company, completed a $287.5 million private
placement of $5,750,000 shares of 6% Convertible Trust Preferred
Securities. The proceeds from the issuance were invested by the Trust
in 6% convertible subordinated debentures (the Debentures) issued by
the Company in the aggregate principal amount of $296.4 million,
maturing on February 15, 2028. The Debentures are the sole assets of
the Trust and eliminate in consolidation.
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
January 31, 2000
