PALM HARBOR HOMES INC /FL/
10-Q, 1998-11-06
PREFABRICATED WOOD BLDGS & COMPONENTS
Previous: CAPITAL ONE MASTER TRUST, 8-K, 1998-11-06
Next: LATIN AMERICA SMALLER COS FUND INC, PRE 14A, 1998-11-06



<PAGE>   1
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549
                                    FORM 10-Q

[X]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934

For the quarterly period ended September 25, 1998

Commission file number 0-26188


                             PALM HARBOR HOMES, INC.
     ----------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


<TABLE>
<S>                                                    <C>
                Florida                                               59-1036634
- ---------------------------------------------          ---------------------------------------
(State or other jurisdiction of incorporation          (I.R.S. Employer Identification Number)
 or organization)
</TABLE>



           15303 Dallas Parkway, Suite 800, Dallas, Texas      75248
           ------------------------------------------------------------
              (Address of principal executive offices)       (Zip code)


                                  972-991-2422
              ----------------------------------------------------
              (Registrant's telephone number, including area code)


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) Yes [X] No [ ] 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 latest practicable date.

Shares of common stock $.01 par value, outstanding on November 4, 1998 -
23,779,614.

<PAGE>   2


                             PALM HARBOR HOMES, INC.

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (in thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                          SEPTEMBER 25,   MARCH 27,
                                                              1998          1998
                                                           ---------     ---------
<S>                                                        <C>           <C>      
ASSETS
     Cash and cash equivalents                             $  16,506     $  21,073
     Investments                                              35,575         5,091
     Receivables                                              80,275        71,171
     Inventories                                             103,558       108,185
     Other current assets                                      5,698         5,163
                                                           ---------     ---------
         Total current assets                                241,612       210,683


Other assets                                                  74,987        75,803

Property, plant and equipment, net                            72,329        67,360
                                                           ---------     ---------

TOTAL ASSETS                                               $ 388,928     $ 353,846
                                                           =========     =========


LIABILITIES AND SHAREHOLDERS' EQUITY
     Accounts payable                                      $  47,323     $  44,547
     Floor plan payable                                      106,525        79,564
     Line of credit                                                         17,000
     Accrued liabilities                                      49,143        46,338
     Current portion of long-term debt                           225           944
                                                           ---------     ---------
         Total current liabilities                           203,216       188,393
     Long-term debt, less current portion                      3,267         3,382
     Deferred income taxes                                     4,758         5,015
     Shareholders' equity:
       Common stock, $.01 par value                              191           191
       Additional paid-in capital                             54,197        54,197
       Retained earnings                                     123,658       102,865
                                                           ---------     ---------
                                                             178,046       157,253
       Less treasury shares                                     (359)         (197)
                                                           ---------     ---------
         Total shareholders' equity                          177,687       157,056
                                                           ---------     ---------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                 $ 388,928     $ 353,846
                                                           =========     =========
</TABLE>


See accompanying notes.




                                                                               1
<PAGE>   3


                             PALM HARBOR HOMES, INC.

                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                      (in thousands, except per share data)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                               THREE MONTHS ENDED              SIX MONTHS ENDED      
                                          SEPTEMBER 25,  SEPTEMBER 26,     SEPTEMBER 25,  SEPTEMBER 26,
                                              1998          1997              1998          1997     
                                            ---------     ---------         ---------     ---------  
<S>                                         <C>           <C>               <C>           <C>        
Net sales                                   $ 190,853     $ 153,106         $ 394,983     $ 312,203  
Cost of sales                                 133,000       112,881           279,833       231,442  
Selling, general and                                                                                 
   administrative expenses                     38,382        27,080            77,291        54,649  
                                            ---------     ---------         ---------     ---------  
Income from operations                         19,471        13,145            37,859        26,112  
                                                                                                     
Interest expense                               (2,750)       (1,134)           (5,000)       (2,178) 
Other income                                      715           639             1,399         1,157  
                                            ---------     ---------         ---------     ---------  
Income before income taxes                     17,436        12,650            34,258        25,091  
                                                                                                     
Income tax expense                              7,011         4,757            13,708         9,530  
                                            ---------     ---------         ---------     ---------  
                                                                                                     
Net income                                  $  10,425     $   7,893         $  20,550     $  15,561  
                                            =========     =========         =========     =========  
                                                                                                     
                                                                                                     
Net income per common share -                                                                        
   basic and diluted                        $    0.44     $    0.34         $    0.86     $    0.66  
                                            =========     =========         =========     =========  
                                                                                                     
Weighted average common                                                                              
   shares outstanding                          23,786        23,589            23,787        23,589  
                                            =========     =========         =========     =========  
                                                                                                     
Weighted average common                                                                              
   shares outstanding -                                                                              
   assuming dilution                           23,845        23,631            23,847        23,623  
                                            =========     =========         =========     =========  
</TABLE>


See accompanying notes.




                                                                               2
<PAGE>   4


                             PALM HARBOR HOMES, INC.

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                   FOR THE SIX MONTHS ENDED
                                                               SEPTEMBER 25,       SEPTEMBER 26, 
                                                                  1998                 1997         
                                                                --------             --------       
<S>                                                             <C>                  <C>            
OPERATING ACTIVITIES                                                                                
Net income                                                      $ 20,550             $ 15,561       
    Adjustments to reconcile net income to net                                                      
      cash provided by operating activities:                                                        
        Depreciation                                               3,580                2,703       
        Amortization                                               1,969                  803       
        Deferred income tax benefit                                 (257)                (324)      
        Gain on sale of loans                                     (5,303)                           
        Gain on disposition of assets                                (45)                 (12)      
        Changes in operating assets and liabilities:                                                
           Trade accounts receivable                               1,799               (9,594)      
           Inventories                                             4,627               (5,100)      
           Other current assets                                     (535)               1,222       
           Other assets                                           (1,153)                (188)      
           Accounts payable and accrued liabilities                5,581                4,003       
                                                                --------             --------       
Cash provided by operations                                       30,813                9,074       
        Loans originated                                         (88,678)                           
        Sales of loans                                            83,321                            
                                                                --------             --------       
Net cash provided by operating activities                         25,456                9,074       
                                                                                                    
INVESTING ACTIVITIES                                                                                
Purchases of property, plant and equipment                        (8,601)              (9,577)      
Purchases of investments                                         (35,142)              (1,847)      
Sales of investments                                               4,658                3,225       
Proceeds from disposition of assets                                   97                   15       
                                                                --------             --------       
Net cash used in investing activities                            (38,988)              (8,184)      
                                                                                                    
FINANCING ACTIVITIES                                                                                
Net proceeds from floor plan payable                              26,961                1,581       
Payments on line of credit                                       (17,000)                           
Principal payments on notes payable and long-term debt              (834)                 (83)      
Net purchases of treasury stock                                     (162)                  (3)      
Notes receivable from shareholders                                                         13                            
                                                                --------             --------       
Net cash provided by financing activities                          8,965                1,508       
                                                                --------             --------       
                                                                                                    
Net (decrease) increase in cash and cash equivalents              (4,567)               2,398       
Cash and cash equivalents at beginning of period                  21,073               26,346       
                                                                --------             --------       
Cash and cash equivalents at end of period                      $ 16,506             $ 28,744       
                                                                ========             ========       
                                                                                                    
Supplemental disclosures of cash flow information:                                                  
    Cash paid during the period for:                                                                
      Interest                                                  $  4,680             $  2,165       
      Income taxes                                                15,412               12,003       
</TABLE>


See accompanying notes.




                                                                               3
<PAGE>   5



                             PALM HARBOR HOMES, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

1.       Basis of Presentation

         The condensed consolidated financial statements reflect all
         adjustments, which include only normal recurring adjustments, which
         are, in the opinion of management, necessary for a fair and accurate
         presentation. Certain footnote disclosures normally included in
         financial statements prepared in accordance with generally accepted
         accounting principles have been omitted. The condensed consolidated
         financial statements should be read in conjunction with the audited
         financial statements for the year ended March 27, 1998. Results of
         operations for any interim period are not necessarily indicative of
         results to be expected for a full year.

2.       Stock Dividend

         On June 30, 1998, the Board of Directors of the Company declared a
         5-for-4 stock split effected in the form of a 25% stock dividend to
         shareholders of record on July 14, 1998. The stock dividend was paid on
         July 28, 1998. Historical common share and per share data for all
         periods presented have been adjusted to reflect the stock split.

3.       Inventories

         Inventories consist of the following (in thousands):

<TABLE>
<CAPTION>
                                                                  SEPTEMBER 25,      MARCH 27, 
                                                                      1998             1998    
                                                                    --------         --------  
                                                                    Unaudited                  
<S>                                                                 <C>              <C>       
Raw materials                                                       $  8,603         $  8,625  
Work in process                                                        2,951            2,803  
Finished goods - manufacturing                                            31              156  
                     - retail                                         91,973           96,601  
                                                                    --------         --------  
                                                                    $103,558         $108,185  
                                                                    ========         ========  
</TABLE>

4.       Other Assets                                                  

         Other assets include goodwill of $65.7 million at September 25, 1998
         and $63.5 million at March 27, 1998, with accumulated amortization of
         $4.9 million and $3.0 million, respectively.

5.       Floor Plan Payable

         The Company has floor plan credit facilities totaling $170.0 million
         from financial institutions to finance a major portion of its home
         inventory at the Company's retail superstores. These facilities are
         secured by a portion of the Company's home inventory and cash in
         transit from financial institutions. Interest rates range from prime
         (8.50% at September 25, 1998) to prime minus .50%. The Company had
         $106.5 million and $79.6 million outstanding on these floor plan credit
         facilities at September 25, 1998 and March 27, 1998, respectively.


                                                                       

                                                                               4
<PAGE>   6



         The Company has entered into a floor plan financing agreement with a
         financial institution. As part of this agreement, the Company is able
         to earn interest on investments made with the financial institution,
         which can be withdrawn without any imposed restrictions. The interest
         rate on the outstanding borrowings is prime (8.5% at September 25,
         1998). The agreement also calls for a minimum of $50.0 million to be
         maintained as the outstanding balance on the related credit facility.
         The agreement is effective until December 31, 1999. At September 25,
         1998, the Company had $25.0 million invested and has classified this
         amount as Investments in the accompanying Condensed Consolidated
         Balance Sheet.

6.       Line of Credit

         The Company has a $25.0 million unsecured revolving line of credit from
         a financial institution for general corporate purposes. The line of
         credit bears interest, at the option of the Company (under certain
         conditions), at either the LIBOR rate plus .625% or the prime rate
         minus 1%. The line of credit contains provisions regarding minimum net
         worth requirements and certain indebtedness limitations which would
         limit the amount available for future borrowings. The line of credit
         also requires an annual commitment fee of $20,000 and is available
         through July 10, 1999. The Company had zero and $17.0 million
         outstanding on this line of credit on September 25, 1998 and March 27,
         1998, respectively.

7.       Reclassification

         Certain prior period amounts have been reclassified to conform to the
         current period presentation.

8.       Financial Services Revenue Recognition

         The Company has adopted Statement of Financial Accounting Standards No.
         125 (SFAS 125) "Accounting for Transfers and Servicing of Financial
         Assets and Extinguishments of Liabilities," which became effective
         after December 31, 1996. SFAS 125 modifies the Company's accounting
         policies for the origination and sale of loan contracts through
         CountryPlace Mortgage, Ltd. ("CountryPlace"), the Company's finance
         subsidiary. CountryPlace sells the loan contracts to national consumer
         finance companies and retains a residual interest in the interest
         generated by the sold contracts. The fair value of the residual
         interest is determined using a number of market based assumptions. The
         gain on the sale of these contracts is included in revenues net of any
         estimated credit losses. The effect of SFAS 125 on prior periods was
         not material. The Company also recognizes income from the sale of
         property and casualty insurance policies.




                                                                               5
<PAGE>   7



PART I.  FINANCIAL INFORMATION

     Item 1.      Financial Statements

                  See pages 1 through 5.

     Item 2.      Management's Discussion and Analysis of Financial Condition 
                  and Results of Operations

The following table sets forth certain items of the Company's statement of
income as a percentage of net sales for the period indicated.

<TABLE>
<CAPTION>
                                            THREE MONTHS ENDED               SIX MONTHS ENDED
                                        SEPTEMBER 25,   SEPTEMBER 26,   SEPTEMBER 25,    SEPTEMBER 26,
                                           1998            1997            1998            1997
                                         --------        --------        --------        --------

<S>                                      <C>             <C>             <C>             <C>   
Net sales                                     100.0%          100.0%          100.0%          100.0%
Cost of sales                                  69.7            73.7            70.8            74.1
                                           --------        --------        --------        --------
     Gross profit                              30.3            26.3            29.2            25.9
Selling, general and
   administrative expenses                     20.1            17.7            19.6            17.5
                                           --------        --------        --------        --------
      Income from operations                   10.2             8.6             9.6             8.4
Interest expense                               (1.4)           (0.7)           (1.3)           (0.7)
Other income                                    0.4             0.4             0.4             0.4
                                           --------        --------        --------        --------
Income before income taxes                      9.2             8.3             8.7             8.1
Income tax expense                              3.7             3.1             3.5             3.1
                                           --------        --------        --------        --------
      Net income                                5.5%            5.2%            5.2%            5.0%
                                           ========        ========        ========        ========
</TABLE>









                                                                               6
<PAGE>   8


The following table summarizes certain key sales statistics as of and for the
three and six months ended September 25, 1998 and September 26, 1997.

<TABLE>
<CAPTION>
                                                          THREE MONTHS ENDED                   SIX MONTHS ENDED
                                                    SEPTEMBER 25,     SEPTEMBER 26,     SEPTEMBER 25,      SEPTEMBER 26,
                                                        1998              1997              1998              1997
                                                       -------           -------           -------           -------
<S>                                                    <C>               <C>               <C>               <C>    
Company homes sold through
     Company-owned retail superstores                    2,513             1,892             4,994             3,707
Total new homes sold                                     3,919             3,448             8,128             6,925
Internalization rate (1)                                    64%               55%               61%               54%
Average new home price - retail                        $55,000           $56,000           $54,000           $55,000
Number of retail superstores at
     end of period                                         104                63               104                63
Homes sold to independent retailers                      1,131             1,517             2,444             3,113
</TABLE>


(1)    The internalization rate is the percentage of new homes that are
       manufactured by the Company and sold through Company-owned retail
       superstores.

THREE MONTHS ENDED SEPTEMBER 25, 1998 COMPARED TO THREE MONTHS ENDED 
SEPTEMBER 26, 1997

       NET SALES. Net sales increased 24.7% to $190.9 million in the second
quarter of fiscal 1999 from $153.1 million in the second quarter of fiscal 1998.
Of this increase, 22.0% was the result of an increase in manufactured housing
sales and 2.7% was the result of an increase in financial services income. The
increase in manufactured housing sales was primarily due to a 44.4% increase in
the volume of homes sold through Company-owned retail superstores. The Company
had 104 superstores at the end of the second quarter of fiscal 1999 compared to
63 at the end of the second quarter of fiscal 1998. The increase in financial
services income was primarily due to an increase in the gain on the sale of
loans in which CountryPlace Mortgage, Ltd., the Company's finance subsidiary,
retains a residual interest. See "Financial Services Revenue Recognition" in
Notes to Condensed Consolidated Financial Statements.

       GROSS PROFIT. Gross profit increased 43.8% to $57.9 million in the
quarter ended September 25, 1998 compared to $40.2 million in the quarter ended
September 26, 1997. During the same period, gross profit margin as a percentage
of net sales increased to 30.3% compared to 26.3%. This increase was the result
of selling 64% of the Company's homes through Company-owned retail superstores
in the second quarter of fiscal 1999 versus 55% in the second quarter of fiscal
1998 and production efficiencies at manufacturing facilities.

       SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased 41.7% to $38.4 million in the quarter ended
September 25, 1998 from $27.1 million in the quarter ended September 26, 1997,
primarily due to increased promotion and advertising expenditures, expenses
associated with the 41 additional retail superstores, and performance based
compensation expense. As a percentage of net sales, selling, general and
administrative expenses increased, as planned, to 20.1% in the second quarter of
fiscal 1999 from 17.7% in the second quarter of fiscal 1998. This planned
increase is due to the growth in the Company's retail operations which,
generally, have higher selling, general and administrative expenses as a
percentage of net sales as compared to wholesale operations.




                                                                               7
<PAGE>   9


       INCOME FROM OPERATIONS. As a result of the foregoing factors, income from
operations increased 48.1% to $19.5 million in the quarter ended September 25,
1998 compared to $13.1 million in the quarter ended September 26, 1997.

       INTEREST EXPENSE. Interest expense increased 142.5% to $2.8 million for
the second quarter of fiscal 1999 from $1.1 million in the second quarter of
fiscal 1998. This increase was primarily due to an increase in floor plan credit
facilities.

       OTHER INCOME. Other income increased 11.9% to $.72 million in the second
quarter of fiscal 1999 from $.64 million in the second quarter of fiscal 1998.
This increase was primarily the result of additional interest earned on cash
used for investments.

SIX MONTHS ENDED SEPTEMBER 25, 1998 COMPARED TO SIX MONTHS ENDED 
SEPTEMBER 26, 1997

       NET SALES. Net sales increased 26.5% to $395.0 million in the six months
ended September 25, 1998 from $312.2 million in the six months ended September
26, 1997. Of this increase, 23.6% was the result of an increase in manufactured
housing sales and 2.9% was the result of an increase in financial services
income. The increase in manufactured housing sales was primarily due to a 49.1%
increase in the volume of homes sold through Company-owned retail superstores.
The company had 104 superstores at the end of the six months ended September 25,
1998 compared to 63 at the end of the six months ended September 26, 1997. The
increase in financial services income was primarily due to an increase in the
gain on the sale of loans in which CountryPlace Mortgage, Ltd., the Company's
finance subsidiary, retains a residual interest. See "Financial Services Revenue
Recognition" in Notes to Condensed Consolidated Financial Statements.

       GROSS PROFIT. Gross profit increased 42.6% to $115.2 million in the six
months ended September 25, 1998 compared to $80.8 million in the six months
ended September 26, 1997. During the same period, gross profit margin as a
percentage of net sales increased to 29.2% compared to 25.9%. This increase was
the result of selling 61% of the Company's homes through Company-owned retail
superstores in the six months ended September 25, 1998 versus 54% in the six
months ended September 26, 1997 and production efficiencies at maturing
manufacturing facilities.

       SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased 41.4% to $77.3 million in the six months ended
September 25, 1998 from $54.6 million in the six months ended September 26,
1997, primarily due to increased promotion and advertising expenditures,
expenses associated with the 41 additional retail superstores, and
performance-based compensation expense. As a percentage of net sales, selling,
general and administrative expenses increased, as planned, to 19.6% in the six
months ended September 25, 1998 from 17.5% in the six months ended September 26,
1997. This planned increase is due to the growth in the Company's retail
operations which, generally, have higher selling, general and administrative
expenses as a percentage of net sales as compared to wholesale operations.

       INCOME FROM OPERATIONS. As a result of the foregoing factors, income from
operations increased 45.0% to $37.9 million in the six months ended September
25, 1998 compared to $26.1 million in the six months ended September 26, 1997.




                                                                               8
<PAGE>   10


       INTEREST EXPENSE. Interest expense increased 129.6% to $5.0 million for
the six months ended September 25, 1998 from $2.2 million in the six months
ended September 26, 1997. This increase was primarily due to an increase in the
floor plan credit facilities.

       OTHER INCOME. Other income increased 20.9% to $1.4 million in the six
months ended September 25, 1998 from $1.2 million in the six months ended
September 26, 1997. This increase was primarily the result of additional
interest earned on cash used for investments.

       LIQUIDITY AND CAPITAL RESOURCES. The Company has floor plan credit
facilities totaling $170.0 million from financial institutions to finance a
major portion of its home inventory at the Company's retail superstores. These
facilities are secured by a portion of the Company's home inventory and cash in
transit from financial institutions. Interest rates range from prime (8.5% at
September 25, 1998) to prime minus .50%. The Company had $106.5 million and
$79.6 million outstanding on these credit facilities at September 25, 1998 and
March 27, 1998, respectively.

       The Company has entered into a floor plan financing agreement with a
financial institution. As part of this agreement, the Company is able to earn
interest on investments made with the financial institution, which can be
withdrawn without any imposed restrictions. The interest rate on the outstanding
borrowings is prime (8.5% at September 25, 1998). The agreement also calls for a
minimum of $50.0 million to be maintained as the outstanding balance on the
related credit facility. The agreement is effective until December 31, 1999. At
September 25, 1998, the Company had $25.0 million invested and has classified
this amount as Investments in the accompanying Condensed Consolidated Balance
Sheet.

       The Company has obtained a $25.0 million unsecured revolving line of
credit from a financial institution for general corporate purposes. The line of
credit bears interest, at the option of the Company (under certain conditions),
at either the LIBOR rate plus .625% or the prime rate minus 1%. The line of
credit contains provisions regarding minimum net worth requirements and certain
indebtedness limitations which would limit the amount available for future
borrowings. The line of credit also requires an annual commitment fee of $20,000
and is available through July 10, 1999. The Company had zero and $17.0 million
outstanding on this line of credit at September 25, 1998 and March 27, 1998,
respectively.

       The Company believes that cash flow from operations, together with floor
plan financing and the revolving line of credit, will be adequate to support its
working capital and currently planned capital expenditure needs in the
foreseeable future. The Company may, from time to time, obtain additional floor
plan financing for its retail inventories. Such practice is customary in the
industry. The Company is also considering other various sources of financing
including, but not limited to, a private placement of debt. However, because
future cash flows and the availability of financing will depend on a number of
factors, including prevailing economic and financial conditions, business and
other factors beyond the Company's control, no assurances can be given in this
regard.

       YEAR 2000 ISSUE. The "Year 2000 Issue" is the result of computer programs
that use two digits instead of four to record the applicable year. Computer
programs that have date-sensitive



                                                                               9
<PAGE>   11


software may be unable to properly categorize and process dates occurring after
December 31, 1999. This could result in a system failure or miscalculations in
the Company's computer programs causing significant, unanticipated liabilities,
expenses and possible disruption of its business.

       Based on an assessment by the Company of operating, financial and
management information systems, the Company implemented a plan during the second
quarter of fiscal 1997 to modify or upgrade certain equipment and software
necessary to address the Year 2000 Issue. Costs are estimated to be
significantly less than $.50 million. Under the plan, all modifications and
upgradings will be completed and tested before December 1999. The plan is
designed to utilize resources from within the Company with minimal impact on
other non-Year 2000 Issue management information system projects.

       Additionally, risk of business disruption exists if Year 2000
Issue-related failures occur among the Company's lenders, suppliers,
transporters and others upon which the Company relies, but over which the
Company has no control. There can be no guarantee that the systems of these
third parties on which the Company relies will be modified on a timely basis and
will not have an adverse effect on the Company's systems or operations. The
Company is maintaining contact with these critical third parties to determine
the extent to which the Company would be affected if there were Year 2000
Issue-related failures among these third parties.

       FORWARD-LOOKING INFORMATION. Certain statements contained in this report
are forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
Management is unaware of any trends or conditions that could have a material
adverse effect on the Company's consolidated financial position, future results
of operations or liquidity. However, investors should also be aware of factors
which could have a negative impact on prospects and the consistency of progress.
These include political, economic or other factors such as inflation rates,
recessionary or expansive trends, taxes and regulations and laws affecting the
business in each of the Company's markets; competitive product, advertising,
promotional and pricing activity; dependence on the rate of development and
degree of acceptance of new product introductions in the marketplace; and the
difficulty of forecasting sales at certain times in certain markets.



                                                                              10
<PAGE>   12


PART II.   OTHER INFORMATION

  Item 1.   Legal Proceedings - Not applicable

  Item 2.   Changes in Securities - Not applicable

  Item 3.   Defaults upon Senior Securities - Not applicable

  Item 4.   Submission on Matters to a Vote by Security Holders - Not applicable

  Item 5.   Other Information - Not applicable

  Item 6.   Exhibits and Reports on Form 8-K.
            (a)    Exhibit 27 - Financial Date Schedule (EDGAR filing only).
            (b)    Reports on Form 8-K - Not applicable

                                   SIGNATURES

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 thereto duly authorized.

Date: November 4, 1998

                                              Palm Harbor Homes, Inc.
                                       -----------------------------------------
                                                    (Registrant)


                                   By:   /s/  Kelly Tacke
                                       -----------------------------------------
                                       Kelly Tacke
                                       Chief Financial and Accounting
                                       Officer


                                   By:    /s/  Lee Posey
                                       -----------------------------------------
                                       Lee Posey
                                       Chairman of the Board         



                                                                              11
<PAGE>   13
                               INDEX TO EXHIBITS



<TABLE>
EXHIBIT        
NUMBER              DESCRIPTION
- -------             -----------
<S>                 <C>
  27                Financial Data Schedule
</TABLE>

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 25, 1998 AND CONSOLIDATED
STATEMENT OF INCOME FOR THE SIX MONTHS ENDED SEPTEMBER 25, 1998 LOCATED IN THE
COMPANY'S 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS AND THE NOTES THERETO.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          MAR-26-1999
<PERIOD-START>                             MAR-28-1998
<PERIOD-END>                               SEP-25-1998
<CASH>                                          16,506
<SECURITIES>                                    35,575
<RECEIVABLES>                                   80,275
<ALLOWANCES>                                         0
<INVENTORY>                                    103,558
<CURRENT-ASSETS>                               241,612
<PP&E>                                          72,329
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                 388,928
<CURRENT-LIABILITIES>                          203,216
<BONDS>                                          3,267
                                0
                                          0
<COMMON>                                           191
<OTHER-SE>                                     177,496
<TOTAL-LIABILITY-AND-EQUITY>                   388,928
<SALES>                                        394,983
<TOTAL-REVENUES>                               394,983
<CGS>                                          279,833
<TOTAL-COSTS>                                  279,833
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               5,000
<INCOME-PRETAX>                                 34,258
<INCOME-TAX>                                    13,708
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    20,550
<EPS-PRIMARY>                                      .86
<EPS-DILUTED>                                      .86
        

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission