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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
(MARK ONE) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
[X] OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended April 30, 1995
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from ________ to ________
COMMISSION FILE NUMBER 1-7699
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 NO.)
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
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS WHICH REGISTERED
------------------- ------------------------
COMMON STOCK, $1 PAR VALUE NEW YORK STOCK EXCHANGE, INC.
PACIFIC STOCK EXCHANGE, INC.
PREFERRED SHARE PURCHASE RIGHTS NEW YORK STOCK EXCHANGE, INC.
PACIFIC STOCK EXCHANGE, INC.
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
NONE
(TITLE OF CLASS)
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
--- ---
AGGREGATE MARKET VALUE OF COMMON STOCK HELD BY NON-AFFILIATES ON JUNE 26,
1995: $770,234,000 (37,572,384 SHARES AT CLOSING PRICE ON NEW YORK STOCK
EXCHANGE OF $20.50). FOR THIS PURPOSE ALL SHARES HELD BY OFFICERS AND DIRECTORS
ARE CONSIDERED TO BE HELD BY AFFILIATES, BUT NEITHER THE REGISTRANT NOR SUCH
PERSONS CONCEDE THAT THEY ARE AFFILIATES OF THE REGISTRANT.
COMMON STOCK OUTSTANDING ON JUNE 26, 1995: 46,061,542 SHARES
DOCUMENTS INCORPORATED BY REFERENCE:
THE COMPANY'S PROXY STATEMENT WITH RESPECT TO ITS 1995 ANNUAL MEETING.
FLEETWOOD ENTERPRISES, INC.
PART I
ITEM 1. BUSINESS
GENERAL
Fleetwood Enterprises, Inc. is the nation's largest producer of manufactured
housing and recreational vehicles (motor homes, travel trailers, folding
trailers and slide-in truck campers). The Company's principal manufacturing
activities are primarily conducted in 19 states within the U.S., and to a much
lesser extent in Canada and Europe. In addition, the Company operates three
supply companies which produce components for the primary manufacturing
operations, while also generating outside sales. The Company's wholly owned
finance subsidiary, Fleetwood Credit Corp., provides wholesale and retail
financing for Fleetwood recreational vehicles.
Fleetwood's business began in 1950 through the formation of a California
corporation. The present company was incorporated in Delaware in September
1977, and succeeded by merger to all the assets and liabilities of the
predecessor company. The Company's principal executive offices are located in
Riverside, California. As used herein, the terms "Fleetwood" or "Company" mean
Fleetwood Enterprises, Inc. and its subsidiaries, unless otherwise indicated by
the context.
FINANCIAL INFORMATION RELATING TO INDUSTRY SEGMENTS
The following table sets forth revenues by business segment and the relative
contribution of such revenues to total revenues for the past three fiscal
years. Information with respect to operating profit (loss) and identifiable
assets by industry segment is shown in the Notes to Consolidated Financial
Statements in Part II of this Form 10-K.
YEARS ENDED APRIL
----------------------------------------------
1995 % 1994 % 1993 %
---------- --- ---------- --- ---------- ---
(DOLLARS IN THOUSANDS)
Manufactured housing............ $1,370,292 48% $1,054,267 44% $ 774,784 40%
---------- --- ---------- --- ---------- ---
Recreational vehicles:
North American shipments--
Motor homes................. 759,792 27 706,105 30 625,145 32
Travel trailers............. 493,432 17 433,441 18 405,505 21
Folding trailers............ 82,207 3 72,671 3 64,454 3
European shipments............ 52,488 2 29,199 1 18,923 1
---------- --- ---------- --- ---------- ---
1,387,919 49 1,241,416 52 1,114,027 57
---------- --- ---------- --- ---------- ---
Supply operations............... 49,650 2 36,501 2 19,088 1
---------- --- ---------- --- ---------- ---
Finance revenues................ 47,813 1 37,191 2 34,022 2
---------- --- ---------- --- ---------- ---
$2,855,674 100% $2,369,375 100% $1,941,921 100%
========== === ========== === ========== ===
MANUFACTURED HOUSING
With many of the nation's households priced out of the site-built single
family home market, manufactured housing has for some time been the principal
source of housing in the economical new home market. Manufactured homes are
transported from the factory to the site in one or more sections, and are
installed utilizing their own chassis on either temporary or permanent
foundations. Although manufactured homes are transportable, they are rarely
moved after shipment from the factory to the homesite. About 60 percent of the
manufactured homes produced in the United States are placed on individually
owned lots. The balance are located on leased sites in manufactured housing
communities.
1
Homes manufactured by the Company are built to manufactured home construction
and safety standards established by the U.S. Department of Housing and Urban
Development. Fleetwood produces manufactured housing using efficient, assembly-
line techniques with basically the same materials that are used in site-built
homes. The Company purchases components primarily from outside sources,
installs plumbing, electrical and heating systems and fabricates sub-floors,
walls, cabinets and wardrobes. Interior walls are typically constructed with a
drywall material and exterior walls from wood products, anodized steel,
simulated stucco or a combination of these materials. Roofs are covered with
asphalt or wood shingles or constructed of galvanized steel.
Fleetwood's housing products are sold under various trade names with models
available in a variety of floorplans ranging in size from 480 to 2,450 square
feet. A typical manufactured home includes a living room, dining area, kitchen,
one or two bathrooms, and usually two or more bedrooms. Substantially all of
the Company's homes are equipped with carpeting, major appliances, drapes and
forced air furnaces, and may include furniture, all of which are included in
the base price. Optional features available include upgraded furniture
packages, air conditioning, automatic dishwashers and washers and dryers.
Retail prices of the Company's manufactured homes range from approximately
$10,000 up to about $115,000, although most are designed to sell for under
$25,000.
In some states, manufactured homes are still classified legally and by taxing
authorities as personal property rather than real estate. Historically, they
have been financed as personal property with shorter loan maturities and higher
interest rates than conventional home mortgages. However, over the past decade
a growing number of states have begun treating manufactured homes as real
estate for tax and titling purposes. This is especially the case when they are
attached to permanent foundations on individually owned lots. Such real estate
treatment has in turn favorably affected financing. Retail financing has moved
closer to that of site-built housing, especially in those areas of the country
where multi-section homes have become a significant factor, or where land is
also being purchased and financed in the same transaction.
RECREATIONAL VEHICLES
Motor Homes:
Fleetwood is the largest producer of motor homes in the United States,
manufacturing products under the brand names Bounder, Pace Arrow, Southwind,
Flair, Coronado, American Eagle, American Dream, Tioga and Jamboree.
Motor homes are self-propelled vehicles which are primarily utilized for
vacations, camping trips and other leisure activities. A motor home is a bus-
like unit built directly on a purchased automotive chassis. The interior
typically includes the driver area, kitchen, bathroom, dining and sleeping
areas. The Company's Bounder, Pace Arrow, Southwind, Flair, Coronado, American
Eagle and American Dream lines are conventional (Type A) motor homes which are
fully self-contained, having sleeping accommodations for four to eight people
and such optional features as air conditioning, auxiliary power generator and
stereo radio. These units are available in a variety of models ranging in
length from 22' to 39'. Tioga and Jamboree are more compact (Type C) motor
homes built on cut-away van chassis with basically the same features and
options as full-size conventional models. Type C units are available in various
models ranging in length from 21' to 31'.
In September 1992, the Company acquired a majority interest in Niesmann &
Bischoff, a European motor home manufacturer located in Koblenz, Germany. This
acquisition was the Company's first venture into the European recreational
vehicle market. Prior to the acquisition, this company was primarily a maker of
luxury-priced motor homes under the "Clou Liner" and "Clou Trend" brand names.
During the past year, however, the subsidiary's primary product offering has
been more moderately priced motor homes under the Flair brand name. This change
in product strategy was prompted by the difficult market for luxury-priced
motor homes which resulted from a downturn in the European economy. The
European operation has had
2
significant operating losses over the last two years despite management actions
to broaden the product offering and improve operating efficiencies.
Travel Trailers:
Fleetwood is the largest manufacturer of travel trailers in the United
States, marketing products under the brand names Prowler, Terry, Wilderness,
Mallard, Savanna, Avion and Westport.
Fleetwood's travel trailers are designed to be towed by pickup trucks, vans
or other appropriate tow vehicles, and are similar to motor homes in use and
features. Although they are not generally designed to provide permanent living
quarters, travel trailers do provide comfortable living facilities for short
periods of time. All travel trailer models produced by the Company include
sleeping, eating and bathroom facilities. In addition, all of the Company's
travel trailers are self-contained units with their own lighting, heating,
refrigeration, fresh water storage tanks and sewage holding tanks so that they
can be lived in for short periods without being attached to utilities.
Conventional travel trailers produced by Fleetwood are in 8' widths and vary
in length from 17' to 39' (including trailer hitch). The Company also produces
fifth-wheel trailers which are designed to be towed exclusively by pickup
trucks. Slide-in truck campers under the Caribou, Elkhorn and Angler brand
names are manufactured in one of the Company's travel trailer factories and in
a separate facility dedicated exclusively to truck camper production. These
units are similar in use and features to travel trailers, but are designed to
fit in the bed of a pickup truck.
Folding Trailers:
With the acquisition of The Coleman Company's folding trailer operation in
December 1989, Fleetwood became the nation's largest manufacturer of folding
trailers. Folding trailers provide a lower cost alternative to travel trailers
and are lighter and easier to tow. All models have eating and sleeping
facilities and range in length from 17' to 25'.
FLEETWOOD CREDIT CORP.
The Company's wholly owned finance subsidiary, Fleetwood Credit Corp.,
provides wholesale and retail financing to purchasers of the Company's
recreational vehicles. Financing is provided on terms which are customary in
the industry and secured by the product being financed. Lending operations for
this subsidiary began early in fiscal 1987 with the opening of a Southern
California office. With the addition of regional offices in Northern
California, Oregon, Indiana, Georgia, Massachusetts, Texas, New Jersey and
Kansas, the credit company has since become a nationwide lending operation with
the capability of servicing most of Fleetwood's RV dealer network. Up to the
present time, the finance subsidiary's growth has been funded through a
combination of capital contributions from the parent company, commercial paper
borrowings, long-term debt and the sale of retail sales contracts to investors.
Future growth is expected to be financed by using similar sources. See Notes 1,
2, 4, 6, 10, 11 and 15 of the Notes to Consolidated Financial Statements in
Part II of this Form 10-K for further information.
SUPPLY OPERATIONS AND OTHER BUSINESSES
Supply operations consist of two fiberglass manufacturing companies and a
lumber milling operation. These operations provide a reliable source of quality
components for the Company's principal manufacturing businesses, while also
generating significant outside sales.
The Company's wholly owned insurance subsidiary, Gibraltar Insurance Company,
Ltd., established in 1977, insures primarily products liability risks of the
parent company and its subsidiaries.
3
During fiscal 1990, the Company purchased a 75 acre land parcel located in
Southern California, and was planning to develop the parcel as a site-built
housing tract. Preliminary work has been done with respect to planning and
approvals, but the project is currently on hold.
SALES AND DISTRIBUTION
Fleetwood's policy is to produce manufactured housing only against orders
received from dealers, and the Company does not generally maintain an inventory
of finished homes. Recreational vehicles are sometimes built for inventory,
particularly during the winter months in anticipation of heavier spring demand.
The Company sells its recreational vehicles and manufactured housing to
independent dealers operating from approximately 3,000 locations in 49 states
and Canada. Historically, the Company has sold its products through many
independent dealers, none of which individually accounted for a material part
of the Company's total sales. Large chain dealerships have in recent years
become more important distributors of the Company's manufactured housing
products. However, no single dealer accounted for as much as three percent of
Fleetwood's total sales during the most recent fiscal year. In the past, the
Company has not had many exclusive dealership arrangements and most dealers
sell competitive lines; however, the Company is currently encouraging a trend
toward more exclusive dealership arrangements.
Fleetwood provides most purchasers of its recreational vehicles and
manufactured housing with a one-year warranty against defects in materials and
workmanship, excluding only certain specific components which are separately
warranted by the suppliers. With respect to manufactured homes, the Company
provides a five-year warranty on structural, plumbing and electrical system
failures for homes produced after March 15, 1993. In the case of motor homes,
the warranty period is one year or until a unit has been driven 15,000 miles,
whichever occurs first. Annual expenses under such warranties were
approximately $83.6 million in 1995 and $59.4 million in 1994.
For the past few years, the Company has been actively involved in the quality
improvement process which has as one of its objectives the enhancement of
customer satisfaction. This process is facilitated by the use of independent
consumer surveys to determine whether retail customers are satisfied with the
quality of their Fleetwood product and the level of service provided by the
retailer. An independent consumer research firm conducts telephone surveys and
feeds back customer responses to the Company's manufacturing entities and
dealers to reinforce quality performance and eliminate customer problems. Each
year, specific customer satisfaction goals are established for the Company's
manufacturing operations and independent retailers. Dealers who meet these
performance standards are recognized with the Company's Circle of Excellence
award, and Fleetwood manufacturing centers are similarly honored for reaching
high levels of customer satisfaction. These efforts have resulted in increased
awareness by Company employees and retailers of the importance of product
quality and service, which in turn has significantly improved the Company's
customer satisfaction ratings.
Ultimately, the level of Company sales to dealers is determined by the rate
of dealer sales to retail customers. However, in the short run the Company's
shipments may vary markedly from retail sales because of dealers' adjustments
to inventories (upward or downward) based upon such factors as seasonality,
current or impending new model introductions, expectations of future demand and
inventory financing costs. Sales of manufactured housing are somewhat seasonal
and tend to be lower during the winter months in most areas. Recreational
vehicles are used primarily by vacationers and campers and, as a result, sales
historically have been higher during the Company's first and fourth fiscal
quarters.
Sales of recreational vehicles and manufactured housing are generally made to
dealers either on a C.O.D. basis or under commitments by financial institutions
which have agreed to finance dealer purchases. The Company provides financing
support programs exclusively for Fleetwood products. One such program with an
outside lending institution provides retail financing to buyers of Fleetwood
homes at below-market interest rates, with the Company compensating the lender
for the difference between actual and market interest rates. The cost of this
program was $1.1 million in 1995 and $784,000 in 1994. The Company's finance
subsidiary
4
provides floor plan financing to Fleetwood recreational vehicle dealers at
below-market interest rates, with the Company subsidizing the interest cost. A
similar program exists with an outside lending institution. Under these
arrangements, the interest rate to the dealer varies depending on market rates
and the extent to which the Company subsidizes the programs. The aggregate cost
of these wholesale finance subsidies was $8.4 million in 1995 and $6.5 million
in 1994. The Company also has a retail financing support program for retail
buyers of Fleetwood recreational vehicles. Through Fleetwood Credit Corp., the
Company provides retail financing at below-market interest rates, compensating
the finance subsidiary for the difference between the actual and market
interest rates. The estimated cost to the Company for retail financing was $5.9
million in 1995 and $4.4 million in 1994.
In fiscal 1992, the Company formed an alliance with Associates Corporation of
North America, a unit of Ford Motor Company, for the purpose of establishing a
wholesale and retail financing program exclusively for Fleetwood manufactured
housing retailers. Currently, about 1,100 retailer locations participate in
this program representing about 25 percent of the Company's housing volume.
There is no investment or direct cost on the part of the Company in this
financing program.
As is customary in the industry, most lenders financing dealer inventories
require the Company to execute repurchase agreements. These agreements provide
that in the event a dealer defaults on repayment of the financing, the Company
may be required to repurchase its product from the lenders in accordance with a
declining repurchase price schedule. The risk of loss under these agreements is
spread over numerous dealers and lenders, and is further reduced by the resale
value of any products which may be repurchased. The number of units repurchased
and the losses incurred under these agreements have not been significant in the
past.
IDLE FACILITIES
Idle facilities include closed plants and certain other properties which are
not in current use by the Company. There were four idle plants at the end of
1995 and five in 1994. During fiscal 1995, one previously idle plant was
activated.
Except for one facility reactivated subsequent to year end, there are no
immediate plans to reopen any of the closed plants. The remaining idle
facilities consist solely of land and multi-purpose buildings with nominal
carrying costs. The book value of idle facilities was $6.7 million at April 30,
1995 and $6.9 million at April 24, 1994, net of accumulated depreciation of
$3.1 million and $3.5 million, respectively. In the opinion of management, the
carrying values of idle facilities are not in excess of realizable value. The
Company has generally been successful in disposing of idle facilities at prices
that exceed carrying values.
ENGINEERING AND PRODUCT DEVELOPMENT
The Company is continually engaged in the development of new designs and
production techniques for Fleetwood products and in testing construction
materials. Amounts spent on these activities were $17.5 million in 1995 and
$16.7 million in 1994.
REGULATION (SEE ALSO "COMPETITION AND BUSINESS RISKS")
Standards established by the Federal government, several state and local
governments and the government of Canada regulate the installation of plumbing,
heating and electrical systems and construction methods utilized in the
Company's products. Accordingly, plans and specifications for Fleetwood
products are required to be approved and units may be inspected by the
appropriate agency prior to completion.
The U.S. Department of Housing and Urban Development (HUD) establishes
construction and safety standards affecting the Company's manufactured homes.
In 1994, HUD issued new regulations relating to the construction of
manufactured housing so that homes are better able to withstand high winds and
extreme
5
temperatures. Houses manufactured after July 13, 1994 must comply with
construction and installation standards to withstand high winds in certain
"hurricane zones" along the Atlantic and Gulf coasts, including all of Florida.
New thermal standards, which principally relate to insulation ratings and the
use of storm windows, apply to homes manufactured beginning October 26, 1994.
The wind and thermal standards vary according to the geographic regions or
zones where the houses are sold. The Company has increased the base prices of
its homes to cover the costs of complying with the new standards. With respect
to the wind standard, the increase in the average retail price of homes
resulting from such cost increases ranged from 7 to 15 percent, depending on
the geographic region and whether a home is single-section or multi-section.
The increase in the average retail price of homes resulting from the cost of
compliance with the thermal standard generally ranged from 7 to 8 percent. The
cost increases resulting from these new standards did not have a material
effect on the Company's sales or gross profit margins.
The Company is subject to provisions of the Housing and Community Development
Act of 1974, under which HUD may require manufactured housing producers to send
notifications to customers of noncompliances with standards or to repair
manufactured homes which contain certain hazards or defects. The Company is
also subject to the National Traffic and Motor Vehicle Safety Act under which
the Department of Transportation may require manufacturers to recall
recreational vehicles which contain safety-related defects. Fleetwood has
periodically determined on its own initiative to recall and repair certain
units and, on occasion, has had disputes with such Departments over allegations
that its products fail to comply with Federal standards. The costs associated
with such notification or recall campaigns were not significant in the past.
In 1985, HUD adopted product standards regulating formaldehyde emissions from
particleboard and plywood used in manufactured homes and required an air
quality notice regarding formaldehyde to be placed prominently in all
manufactured homes. HUD's regulations are intended to preempt state and local
formaldehyde standards and notice requirements with respect to manufactured
home purchasers.
COMPETITION AND BUSINESS RISKS
Recreational vehicles produced by Fleetwood are intended for use on public
highways, and gasoline is required for the operation of motor homes and most
vehicles used to tow travel trailers and folding trailers. Shortages and
significant increases in the price of gasoline have had a substantial adverse
effect on the market for these products twice in the past and could again
adversely affect demand in the future. The substantial contraction of industry
and Fleetwood RV sales during fiscal 1980 and 1981, and the subsequent
improvements in sales as energy concerns abated, are indicative of the
sensitivity of the RV business to energy developments.
The recreational vehicle and manufactured housing businesses are heavily
dependent on the availability and terms of financing for dealer and retail
purchases. Consequently, increases in interest rates and the tightening of
credit through governmental actions or other means have adversely affected the
Company's business in the past and are likely to do so in the future.
Some components of recreational vehicles and manufactured homes are produced
by only a small group of reputable suppliers which have the capacity to supply
large quantities on a national basis. This is especially true in the case of
motor home chassis where Ford Motor Company and General Motors Corporation are
the dominant suppliers. Shortages, production delays or work stoppages by the
employees of such suppliers could have a substantial adverse impact on the
Company's business.
The businesses of producing and selling manufactured housing and recreational
vehicles are highly competitive as to price, design, quality and service. There
is competition from many other manufacturers, some of which, though smaller
than the Company, focus on specific product lines or geographic areas and
provide significant competition.
6
Any limitation on the growth of the number of spaces for manufactured homes
due to any cause, including local ordinances, which affects the operation of
manufactured housing communities, could adversely affect Fleetwood's housing
business. Manufactured housing communities are subject to local zoning
ordinances and other local regulations relating to utility service and
construction of roadways. In the past, there has been resistance on the part of
property owners to the adoption of zoning ordinances permitting the location of
manufactured homes in residential areas, which is believed to have adversely
affected the growth of the industry. However, in recent years, important
strides have been made in the elimination of discriminatory zoning laws as more
state and local authorities have recognized the importance of manufactured
housing in the overall housing market.
EMPLOYEE RELATIONS
As of April 30, 1995, the Company and its subsidiaries had approximately
18,000 employees. Employment during the preceding 12 months ranged from
approximately 16,000 to 18,000 employees. Most full-time employees are provided
with paid annual vacations, group life insurance, medical and hospitalization
benefits, a retirement plan and other fringe benefits. Approximately 600 of
these employees hold management or supervisory positions and work pursuant to
written contracts. Pursuant to these contracts, such employees may receive
incentive compensation depending on the financial performance of the employer
entity, which can represent a substantial part of their total compensation.
As of April 30, 1995, collective bargaining agreements were in effect at two
of Fleetwood's manufacturing locations covering a total of approximately 800
employees. Expiration dates for these agreements are in October 1996 and
September 1997. Except for employees at these plants, no other Company
employees are represented by a certified labor organization.
ITEM 2. PROPERTIES
The Company owns its executive offices which are located at 3125 Myers Street
in Riverside, California. The administrative offices, which occupy 173,500
square feet, are situated on Company-owned parcels of land totaling
approximately 18.1 acres. The following table describes additional property and
buildings owned or leased by the Company and its subsidiaries which are
utilized for manufacturing, research and development, and administrative
purposes as of April 30, 1995.
APPROXIMATE APPROXIMATE
FACILITY AND LOCATION ACREAGE SQUARE FOOTAGE
- --------------------- ----------- --------------
Plants Producing Manufactured Housing:
Hamilton, Alabama............................. 10.2 118,900
Glendale, Arizona............................. 41.5 119,900
Riverside, California......................... 18.8 93,200
Woodland, California.......................... 15.8 111,500
Auburndale, Florida........................... 13.7 97,200
Haines City, Florida(1)....................... 13.6 89,800
Plant City, Florida........................... 11.5 74,000
Alma, Georgia................................. 43.6 219,800
Broxton, Georgia.............................. 20.0 93,300
Douglas, Georgia.............................. 25.7 273,600
Douglas, Georgia.............................. 20.7 150,500
Fitzgerald, Georgia........................... 18.6 116,400
Pearson, Georgia.............................. 13.3 126,300
Pearson, Georgia.............................. 16.2 89,500
Nampa, Idaho.................................. 19.8 153,500
Nampa, Idaho.................................. 11.4 75,700
Garrett, Indiana.............................. 22.1 120,800
Garrett, Indiana.............................. 20.4 104,500
7
APPROXIMATE APPROXIMATE
FACILITY AND LOCATION ACREAGE SQUARE FOOTAGE
- --------------------- ----------- --------------
Lexington, Mississippi........................ 51.6 261,400
Lumberton, North Carolina..................... 52.0 114,100
Mooresville, North Carolina................... 21.8 111,600
Pembroke, North Carolina...................... 32.4 202,500
Roxboro, North Carolina....................... 20.0 94,700
Woodburn, Oregon.............................. 22.4 183,400
Woodburn, Oregon.............................. 28.9 53,100
Elizabethtown, Pennsylvania................... 17.5 101,000
Elizabethtown, Pennsylvania................... 19.7 112,400
Gallatin, Tennessee........................... 18.2 183,800
Westmoreland, Tennessee....................... 38.6 143,900
Westmoreland, Tennessee....................... 20.6 114,800
Belton, Texas................................. 53.1 131,400
Waco, Texas................................... 18.1 115,300
Waco, Texas................................... 8.6 97,400
Waco, Texas................................... 19.4 94,000
Waco, Texas................................... 13.0 114,600
Wichita Falls, Texas(2)....................... 31.5 112,500
Rocky Mount, Virginia......................... 13.8 83,400
Woodland, Washington.......................... 18.0 156,500
Plants Producing Recreational Vehicles:
Motor Homes:
Chico, California............................. 28.6 153,300
Riverside, California......................... 36.8 326,700
Decatur, Indiana.............................. 90.0 327,900
Decatur, Indiana.............................. 29.3 179,300
Paxinos, Pennsylvania......................... 71.6 187,400
Polch, Germany................................ 32.1 126,000
Motor Home Service Facilities:
Riverside, California......................... 9.5 60,600
Decatur, Indiana.............................. 35.8 176,600
Paxinos, Pennsylvania......................... 7.1 39,600
Travel Trailers:
Rialto, California(3)......................... 18.8 115,700
Crawfordsville, Indiana....................... 15.0 131,500
Hancock, Maryland............................. 20.5 102,900
Omaha, Nebraska............................... 18.5 112,100
Edgerton, Ohio................................ 16.6 92,700
LaGrande, Oregon.............................. 32.0 98,000
Pendleton, Oregon............................. 20.8 218,700
Longview, Texas............................... 42.8 152,900
Winchester, Virginia.......................... 20.6 122,700
Lindsay, Ontario, Canada...................... 9.2 140,800
Truck Campers:
Benton Harbor, Michigan....................... 44.1 104,700
Folding Trailers:
Somerset, Pennsylvania........................ 42.6 392,500
Plants Producing Components:
Fontana, California........................... 11.9 83,000
Riverside, California......................... 10.0 111,000
8
APPROXIMATE APPROXIMATE
FACILITY AND LOCATION ACREAGE SQUARE FOOTAGE
- --------------------- ----------- --------------
Hauser Lake, Idaho.......................... 28.0 81,000
Decatur, Indiana............................ 32.1 216,500
Division Offices and Research and Development
Facilities:
Riverside, California....................... 21.9 234,300
The following Company-owned manufacturing facilities were not in operation as
of April 30, 1995. Except for the Riverside location, there are no immediate
plans to reopen any of these facilities.
APPROXIMATE APPROXIMATE
FACILITY AND LOCATION ACREAGE SQUARE FOOTAGE
- --------------------- ----------- --------------
Riverside, California(4)........................ 17.6 73,700
Williamsport, Maryland.......................... 45.1 71,600
Cushing, Oklahoma(5)............................ 15.2 70,000
Lindsay, Ontario, Canada........................ 20.0 72,000
- --------
(1) Manufacturing facility deactivated subsequent to year end.
(2) Manufacturing facility acquired during fiscal 1995, but activated
subsequent to year end.
(3) Includes 4.0 acres and 27,100 square foot building leased from unaffiliated
outside party.
(4) Idle facility activated subsequent to year end.
(5) Idle facility leased to unaffiliated party subsequent to year end.
ITEM 3. LEGAL PROCEEDINGS
The Company is involved in various legal proceedings, most of which are
routine litigation incident to its business, and some of which are covered in
whole or in part by insurance. In the opinion of management, none of the
uninsured cases involve realistic claims which are material in amount.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of the shareholders of the Company during
the fourth quarter of fiscal year 1995.
9
EXECUTIVE OFFICERS OF THE COMPANY
NAME TITLE AGE
---- ----- ---
John C. Crean Chairman of the Board
and Chief Executive Officer 70
Glenn F. Kummer President and Chief Operating
Officer 61
Jon A. Nord Senior Vice President-Housing
Group 55
Elden L. Smith Senior Vice President-
Recreational Vehicle Group 55
Lawrence F. Pittroff Senior Vice President and
President of Fleetwood Credit
Corp. 60
Paul M. Bingham Financial Vice President,
Assistant Secretary and Chief
Financial Officer 53
William H. Lear Vice President-General Counsel
and Secretary 55
Larry J. Hughes Vice President-Travel Trailers 51
Richard E. Parks Vice President-Motor Homes 48
Mallory S. Smith Vice President-Housing Group
Operations 53
Larry L. Mace Vice President-Supply
Subsidiaries 52
Robert W. Graham Vice President-Administration and
Human Resources 58
Jerry L. Hewitt Vice President-Quality 51
Nelson W. Potter Vice President-Planning and
Corporate Development 52
Lyle N. Larkin Treasurer and Assistant Secretary 50
None of the Company officers are related by blood, marriage, or adoption.
With the exception of Mr. Hewitt who joined the Company during fiscal year
1992, all of the officers have been employed by the Company for at least the
past five years.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED SECURITY HOLDER
MATTERS
The following table lists the high and low sales prices for Fleetwood's
Common stock during the past two fiscal years as reported on the New York Stock
Exchange Composite Tape, along with information on dividends paid per share
during the same periods. The Company's Common stock is listed on the New York
and the Pacific stock exchanges and traded on various regional exchanges
(Ticker Symbol: FLE). Call options are traded on the American Stock Exchange.
DIVIDENDS
QUARTER HIGH LOW PAID
------- ------- ------- ---------
Fiscal 1995
First.......................................... $23 7/8 $19 1/8 $.125
Second......................................... 27 1/4 21 1/2 .14
Third.......................................... 23 1/8 17 3/4 .14
Fourth......................................... 24 1/8 18 .14
10
DIVIDENDS
QUARTER HIGH LOW PAID
------- ------- ------- ---------
Fiscal 1994
First.......................................... $22 $16 1/2 $.125
Second......................................... 24 5/8 19 1/4 .125
Third.......................................... 25 7/8 20 5/8 .125
Fourth......................................... 26 18 3/4 .125
On April 30, 1995, there were approximately 2,000 shareholders of record of
the Company's Common stock.
The Company's policy is to consider dividend payments in the context of the
overall financial strength of the Company and earnings performance over an
extended period of time. During fiscal 1995, the Company declared quarterly
dividends of 14 cents per share. Subsequent to year end, the Company announced
an increase in the quarterly cash dividend from 14 cents to 15 cents per share.
The first dividend at the new rate was declared by the Board of Directors on
June 13, 1995, and is payable to shareholders on August 9, 1995.
ITEM 6. SELECTED FINANCIAL DATA
FIVE-YEAR SUMMARY OF SELECTED FINANCIAL DATA
YEARS ENDED APRIL
1995 1994 1993 1992 1991
---------- ---------- ---------- ---------- ----------
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
Revenues................ $2,855,674 $2,369,375 $1,941,921 $1,589,348 $1,400,894
Net income.............. 84,633 65,928 56,570 40,224 30,440
Net income per share.... 1.82 1.43 1.23 .88 .68
Total assets............ 1,345,060 1,224,123 1,061,910 915,024 768,490
Long-term debt.......... 200,000 180,000 150,000 100,000 --
Cash dividends declared
per Common share....... .56 .50 .47 .44 .42
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
1995 COMPARED TO 1994:
Net income climbed 28 percent in fiscal 1995 to a record $84,633,000 or $1.82
per share, up from $65,928,000 or $1.43 per share in 1994. Higher profits from
manufacturing operations, particularly within the housing group, led to the
improved results. Last year's earnings included a $1,500,000 charge (3 cents
per share) for a change in accounting for income taxes. Revenues in fiscal 1995
reached an all-time high as all business segments experienced sales growth.
Consolidated revenues increased 21 percent to $2.86 billion compared to $2.37
billion in the prior year.
Although results for all of 1995 were well ahead of the prior year, fourth
quarter earnings did not keep pace with the similar period last year. The
positive sales and earnings momentum that characterized the first three
quarters stalled in the final quarter primarily because of softening demand for
motor homes, the most important segment of Fleetwood's recreational vehicle
business.
Overall revenue growth was mainly driven by higher manufactured housing sales
which jumped 30 percent to a record $1.37 billion, up from $1.05 billion last
year. Fleetwood's housing shipments increased 21 percent to 68,847 units. This
was the result of industry growth along with higher market share for Fleetwood.
For calendar year 1994, industry unit volume grew nearly 20 percent, but
Fleetwood outpaced the industry with a 30 percent gain. This caused the
Company's market share to increase from 19.9 percent
11
in calendar 1993 to 21.6 percent in 1994. Housing group sales in fiscal 1995
represented 48 percent of total Company revenues, up from 45 percent in the
prior year.
Despite a slowdown in the fourth quarter, recreational vehicle revenues
reached an all-time high of $1.39 billion, 12 percent ahead of last year's
$1.24 billion. As a result of favorable RV market conditions throughout most of
fiscal 1995, all of the Company's RV divisions posted sales gains. Domestic
motor home sales were a record $760 million, up 8 percent for the year, despite
the decline in the fourth quarter. Motor home unit volume rose 2 percent to
15,370 units. Revenues for the travel trailer division, which includes slide-in
truck camper sales, rose 14 percent to a record $493 million. Shipments were up
7 percent to 37,449 units. The Company's folding trailer division also posted
record revenues, generating a 13 percent sales increase to $82 million on a 6
percent rise in unit volume to 19,571. European RV sales recovered nicely in
fiscal 1995, rising 80 percent to $52 million. Overall, RV revenues in 1995
accounted for 49 percent of consolidated revenues compared to 52 percent last
year.
In 1994, the Department of Housing and Urban Development issued new
regulations relating to the construction of manufactured housing so that homes
are better able to withstand high winds and extreme temperatures. Houses
manufactured after July 13, 1994 had to comply with construction and
installation standards to withstand high winds in certain "hurricane zones"
along the Atlantic and Gulf coasts, including all of Florida. New thermal
standards, which principally relate to insulation ratings and the use of storm
windows, applied to homes manufactured beginning October 26, 1994. The wind and
thermal standards vary according to the geographic regions or zones where the
houses are sold. The Company has increased the base prices of its homes to
cover the costs of complying with the new standards. With respect to the wind
standard, the increase in the average retail price of homes resulting from such
cost increases ranged from 7 to 15 percent, depending on the geographic region
and whether a home is single-section or multi-section. The increase in the
average retail price of homes resulting from the cost of compliance with the
thermal standard generally ranged from 7 to 8 percent. The cost increases
resulting from these new standards did not have a material effect on the
Company's sales or gross profit margins.
Primarily as a result of higher housing margins, manufacturing gross profit
improved to 18.5 percent of sales, up from 18.3 percent in the prior year. See
Note 15 of the Notes to Consolidated Financial Statements for further
information on operating profit by industry segment.
Operating expenses rose 19 percent to $409.3 million, but declined as a
percentage of revenues from 14.5 percent to 14.3 percent. The dollar increase
mainly resulted from a sharp rise in selling costs which increased 39 percent
to $185.9 million. This was largely caused by higher costs for product
warranties and customer service, along with increases for RV marketing and
sales promotion expenses, product financing costs and sales commissions.
Selling expenses rose as a percentage of revenues from 5.6 percent to 6.5
percent. General and administrative expenses did not rise at the same rate as
sales and, as a result, declined from 8.9 percent of revenues to 7.8 percent.
These costs rose a moderate 6 percent to $223.4 million largely due to higher
employee compensation and benefit costs, much of which was related to plant
expansion.
Non-operating income declined 32 percent in 1995 to $5.2 million. This mainly
resulted from higher interest expense for the European RV operation and losses
on the disposition of fixed assets. Losses of $700,000 were incurred this year
compared to gains totaling $326,000 last year.
Fleetwood Credit Corp., the Company's wholly owned RV finance subsidiary,
reached new highs in 1995 for both revenues and earnings. Revenues for FCC rose
29 percent to nearly $48 million which led to a 17 percent gain in operating
income to $14.7 million. Higher interest income on wholesale loans to Fleetwood
RV dealers and increased retail loan servicing income were the primary factors
behind the earnings increase. Interest earned on wholesale loans was influenced
by higher interest rates and increased RV factory sales to dealers. Fleetwood
Credit provided wholesale financing for 72 percent of Fleetwood's RV factory
sales compared to 69 percent in the prior year. The spread between lending and
borrowing costs narrowed in 1995 because of a sharp rise in borrowing costs and
a competitive interest rate environment for consumer lending on recreational
vehicles.
12
The combined Federal and state income tax rate for 1995 was 41.0 percent
compared to 40.9 percent last year. The slight increase mainly resulted from
higher state income tax accruals. See Note 8 of the Notes to Consolidated
Financial Statements for a reconciliation of the provision for income taxes to
the Federal statutory rate.
1994 COMPARED TO 1993:
Earnings for fiscal year 1994 increased to $65,928,000 or $1.43 per share, 17
percent ahead of last year's $56,570,000 or $1.23 per share. Net income in 1994
was reduced by $1,500,000 or 3 cents per share due to a change in accounting
for income taxes under Statement of Financial Accounting Standards No. 109.
Earnings growth in fiscal 1994 was mainly driven by strong demand for the
Company's manufactured housing products. As a result of sales gains from all
operating groups, consolidated revenues reached a new high in 1994, rising 22
percent to $2.37 billion. This surpasses the previous high of $1.94 billion
recorded in fiscal 1993.
Housing group revenues in fiscal 1994 were the highest on record, rising 36
percent to $1.05 billion. This follows a 35 percent revenue increase in the
prior year when sales reached $775 million. In terms of unit volume, the
Company solidified its position as America's largest homebuilder by shipping
56,753 homes, up 27 percent over fiscal 1993. The sharp rise in housing volume
reflects the continuing recovery of the manufactured housing market, as well as
an expanded market share for the Company. Housing group sales represented 45
percent of total Company revenues compared to 40 percent last year.
Fleetwood's recreational vehicle group posted record revenues of $1.24
billion in fiscal 1994, 11 percent ahead of last year's $1.11 billion. Sales
gains were posted by all North American RV divisions mainly due to improving
economic conditions and a healthy RV market. The RV group was led by the motor
home division which registered sales of $706 million, 13 percent above the
prior year and the highest on record. Motor home shipments increased 8 percent
to 15,062 units. Travel trailer sales increased 7 percent in 1994 to a new high
of $433 million. With a boost from successful new products introduced in fiscal
1994, travel trailer shipments rose 6 percent to 34,983 units. On the strength
of a strong first half performance, the folding trailer division also
established record sales in 1994. Despite softening demand in the second half
of the year, folding trailer revenues increased 13 percent to $73 million on a
12 percent gain in unit volume to 18,421. Fleetwood's European RV operation
contributed 1994 revenues of $29 million, up from $19 million in 1993. Last
year's sales covered a seven-month period from the date of acquisition.
Recreational vehicle sales accounted for 52 percent of total Company revenues,
down from 57 percent last year.
Manufacturing gross profit declined to 18.3 percent of sales from 19.2
percent last year, primarily because of tighter profit margins for recreational
vehicles. Gross margin was also slightly lower for the housing group as a
result of rising lumber costs. See Note 15 of the Notes to Consolidated
Financial Statements for further information on operating profit by industry
segment.
Operating expenses rose 14 percent to $343.7 million, but declined as a
percentage of sales from 15.6 percent to 14.5 percent as a result of increased
sales. Selling expenses, most of which are volume-related, were up 24 percent
to $133.7 million. Higher costs were incurred for product warranties, product
financing, advertising and sales incentives. General and administrative
expenses increased 8 percent to $210.0 million primarily reflecting higher
employee compensation and benefits. Staffing additions related to new plant
openings, increased incentive compensation on improved profits and higher
retirement plan costs all contributed to the increase.
Non-operating income in fiscal 1994 included net interest income of $7.3
million which was 12 percent below the $8.4 million posted last year. Lower
rates of return and reduced balances of invested funds led to the decline.
Fleetwood Credit Corp., the Company's wholly owned finance subsidiary,
provided financing for more than 69 percent of Fleetwood's RV factory sales
compared to 63 percent last year. Operating income for
13
FCC was up 21 percent in 1994 to $12.5 million primarily due to higher loan
servicing income. Receivables being serviced grew 12 percent to over $855
million. Owned finance receivables at year end were $399 million, up from $346
million a year ago.
The combined Federal and state income tax rate, excluding the $1.5 million
adjustment to record the cumulative effect of the change in accounting for
income taxes, was 40.9 percent compared to last year's 38.1 percent. This
increase reflects the recently enacted Federal corporate tax increase and the
effect of losses from European operations which carry no tax benefit. The
effective tax rate for 1994 was above the U.S. Federal tax rate of 35 percent
largely because of the inclusion of state income taxes.
LIQUIDITY AND CAPITAL RESOURCES:
The Company generally relies upon internally generated cash flows to fund
capital expenditures and to satisfy working capital needs for its manufacturing
operations. Positive cash flows were generated from internal sources in 1995
and 1994 to support higher manufacturing operating rates and to fund capital
expenditures and shareholder dividends. Cash flow from operations increased to
$109.5 million in 1995, up from $79.3 million in the prior year. Despite
healthy capital expenditures in 1995 and 1994, the Company was able to maintain
a strong cash position in both years. Cash and investments totaled $198.2
million at the end of 1995 compared to $158.5 million at the end of the prior
year.
The Company's finance subsidiary secured cash for lending operations
primarily through the issuance of commercial paper and the sale to investors of
securities backed by retail sales contracts on Fleetwood recreational vehicles.
In June 1994 and again in January 1995, Fleetwood Credit Corp. presold $150
million of asset-backed securities. These sales became fully funded in August
1994 and March 1995, respectively.
Cash outflows in 1995 included capital expenditures of $68.0 million and
dividends to shareholders of $25.8 million. In the prior year, major cash
outlays included $72.8 million in capital expenditures and $22.9 million in
shareholder dividends.
Capital expenditures in 1995 and 1994 included the addition of new
manufactured housing plants and the normal replacement of machinery and
equipment. During 1995, 4 housing factories and a new motor home service
facility were added. In 1994, the housing group added 8 plant facilities, one
of which was obtained through the acquisition of a business in Alabama. Four of
the 8 facilities added in 1994 represented satellite operations located near
existing Fleetwood operations.
Capital expenditures in fiscal 1996 are currently estimated to be in the
range of $40 to $50 million. It is anticipated that plant additions will
include 4 manufactured housing facilities and a new fiberglass components
plant. In addition, plant modifications are expected at several existing
locations, along with the normal replacement of machinery and equipment. It is
anticipated that existing financial resources and cash generated from
operations will be adequate to fund these expenditures.
During the seasonally slow winter months (typically November through
February), the Company has historically built inventories of recreational
vehicles in order to meet the peak demand for these products in the spring.
This is usually accomplished without the use of debt financing; however, there
have been occasions when the Company has required the use of bank credit lines.
This situation occurred in the third quarter of fiscal 1995 which required the
Company to use uncommitted bank credit lines. During the month of January, the
Company borrowed $1.5 million for a one-week period to meet working capital
needs. All borrowings were paid off prior to the end of the quarter. Apart from
separate credit facilities established for the finance operations, the Company
has credit lines with its principal bank and another bank which are currently
being used only to support letters of credit. For fiscal year 1996 and beyond,
it is anticipated that adequate working capital to finance the Company's
manufacturing operations will be provided from internally generated funds.
The finance subsidiary uses the commercial paper market to fund both its
wholesale receivables, which are prime rate based, and its fixed-rate retail
installment sale contract receivables prior to their sale in the
14
asset-backed securities market. To protect the value of the retail installment
sale contract portfolio from unfavorable changes in interest rates, the finance
subsidiary typically enters into interest rate exchange agreements or other
interest rate hedging transactions during the period between origination of the
receivables and their sale in the asset-backed securities market.
The finance company maintains committed revolving credit facilities with a
number of major banks used for general corporate purposes, including commercial
paper back-up. At April 30, 1995, these facilities totaled $350 million, none
of which was being used. Going forward, the finance subsidiary expects to
finance its future lending operations primarily through a combination of
commercial paper, sales of retail receivables to investors and term debt.
During the past three years, inflation has not had a significant impact on
the Company's operations. With the exception of lumber, prices paid for raw
materials and other manufacturing inputs have remained fairly stable throughout
this period. On a longer-term basis, the Company has demonstrated an ability to
adjust the selling prices of its products in reaction to changing costs.
15
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Fleetwood Enterprises, Inc.:
We have audited the accompanying consolidated balance sheets of FLEETWOOD
ENTERPRISES, INC., (a Delaware Corporation) and subsidiaries as of April 30,
1995 and April 24, 1994, and the related consolidated statements of income,
changes in shareholders' equity, and cash flows for each of the three years in
the period ended April 30, 1995. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Fleetwood
Enterprises, Inc. and subsidiaries as of April 30, 1995 and April 24, 1994, and
the results of their operations and their cash flows for each of the three
years in the period ended April 30, 1995 in conformity with generally accepted
accounting principles.
As explained in Note 3 to the financial statements, effective April 25, 1994,
the Company adopted Statement of Financial Accounting Standards No. 115. In
addition, as explained in Note 8 to the financial statements, effective April
26, 1993, the Company adopted Statement of Financial Accounting Standards
No. 109.
Arthur Andersen LLP
Orange County, California
June 26, 1995
16
FLEETWOOD ENTERPRISES, INC.
CONSOLIDATED STATEMENTS OF INCOME
(AMOUNTS IN THOUSANDS EXCEPT PER SHARE DATA)
YEARS ENDED APRIL
----------------------------------
1995 1994 1993
---------- ---------- ----------
OPERATING REVENUES:
Manufacturing sales...................... $2,807,862 $2,332,184 $1,907,899
Finance revenues......................... 47,812 37,191 34,022
---------- ---------- ----------
2,855,674 2,369,375 1,941,921
---------- ---------- ----------
COSTS AND EXPENSES:
Cost of products sold.................... 2,287,880 1,905,659 1,541,277
Operating expenses....................... 409,305 343,729 302,190
Finance interest expense................. 21,593 15,622 14,979
---------- ---------- ----------
2,718,778 2,265,010 1,858,446
---------- ---------- ----------
Operating income......................... 136,896 104,365 83,475
OTHER INCOME (EXPENSE):
Investment income........................ 9,966 9,890 10,420
Interest expense......................... (4,048) (2,549) (2,043)
Other.................................... (700) 326 (575)
---------- ---------- ----------
5,218 7,667 7,802
---------- ---------- ----------
Income before provision for income taxes
and cumulative effect of accounting
change.................................... 142,114 112,032 91,277
Provision for income taxes................. (58,286) (45,858) (34,772)
Minority interest in net loss of
subsidiary................................ 805 1,254 65
---------- ---------- ----------
Income before cumulative effect of
accounting change......................... 84,633 67,428 56,570
Cumulative effect of change in accounting
for income taxes.......................... -- (1,500) --
---------- ---------- ----------
Net income............................. $ 84,633 $ 65,928 $ 56,570
========== ========== ==========
Net income per Common and equivalent share. $ 1.82 $ 1.43 $ 1.23
========== ========== ==========
Dividends declared per share of Common
stock outstanding......................... $ .56 $ .50 $ .47
========== ========== ==========
Common and equivalent shares outstanding... 46,531 46,207 45,961
========== ========== ==========
The accompanying notes are an integral part of these statements.
17
FLEETWOOD ENTERPRISES, INC.
CONSOLIDATED BALANCE SHEETS
(AMOUNTS IN THOUSANDS)
APRIL 30, APRIL 24,
1995 1994
---------- ----------
ASSETS
------
Cash................................................... $ 40,560 $ 37,267
Investments............................................ 157,685 121,212
Receivables:
Manufacturing........................................ 152,210 158,054
Finance company...................................... 385,026 386,207
Inventories:
Raw materials........................................ 133,379 117,778
Work in process and finished products................ 81,914 65,876
Land held for future development....................... 6,868 6,800
Property, plant and equipment.......................... 263,108 220,788
Deferred tax benefits.................................. 66,237 59,084
Other assets........................................... 58,073 51,057
---------- ----------
$1,345,060 $1,224,123
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Accounts payable....................................... $ 96,428 $ 80,568
Commercial paper borrowings and long-term debt......... 385,876 360,601
Employee compensation and benefits..................... 103,516 98,004
Federal and state taxes on income...................... (11,043) (4,323)
Insurance reserves..................................... 44,367 45,343
Other liabilities...................................... 118,858 97,715
---------- ----------
Total liabilities.................................. 738,002 677,908
---------- ----------
Contingent liabilities
Minority interest...................................... (1,085) (251)
Shareholders' equity:
Preferred stock, $1 par value, authorized 10,000,000
shares, none outstanding............................ -- --
Common stock, $1 par value, authorized 75,000,000
shares, outstanding 46,062,000 at April 30, 1995 and
45,996,000 at April 24, 1994........................ 46,062 45,996
Capital surplus...................................... 41,561 40,949
Retained earnings.................................... 519,941 461,086
Foreign currency translation adjustment.............. 229 (1,565)
Investment securities valuation adjustment........... 350 --
---------- ----------
608,143 546,466
---------- ----------
$1,345,060 $1,224,123
========== ==========
The accompanying notes are an integral part of these balance sheets.
18
FLEETWOOD ENTERPRISES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(AMOUNTS IN THOUSANDS)
YEARS ENDED APRIL
-------------------------------------
1995 1994 1993
----------- ----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income............................ $ 84,633 $ 65,928 $ 56,570
Adjustments to reconcile net income to
net cash provided by operating
activities:
Depreciation expense................ 22,315 18,598 15,628
Amortization of intangibles and
goodwill........................... 1,824 1,817 1,711
Provision for credit losses......... 6,001 3,644 3,791
Losses (gains) on sales of property,
plant and equipment................ 700 (326) 575
Changes in assets and liabilities--
(Increase) decrease in
manufacturing receivables........ 5,844 (21,929) (30,065)
Increase in inventories........... (31,639) (28,914) (42,443)
Increase in deferred tax benefits. (7,153) (6,320) (9,327)
Increase in other assets.......... (8,840) (8,973) (15,374)
Increase in accounts payable...... 15,860 26,076 13,018
Increase in other liabilities..... 18,125 31,208 34,511
Foreign currency translation
adjustment......................... 1,794 (1,473) (1,411)
----------- ----------- -----------
Net cash provided by operating
activities........................... 109,464 79,336 27,184
----------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of finance receivables.... (1,189,859) (1,028,016) (876,944)
Principal collected on finance
receivables.......................... 885,039 781,921 685,222
Proceeds from sales of retail sales
contracts, net....................... 300,000 193,020 120,059
Purchases of investment securities:
Held-to-maturity.................... (6,032,016) (6,797,916) (5,692,373)
Available-for-sale.................. (1,011,343) (270,492) (443,741)
Proceeds from maturity of investment
securities:
Held-to-maturity.................... 6,000,803 6,783,016 5,681,087
Available-for-sale.................. 875,191 120,304 197,804
Proceeds from sale of available-for-
sale investment securities........... 131,242 167,517 302,963
Purchases of property, plant and
equipment............................ (68,040) (72,816) (42,062)
Proceeds from sales of property, plant
and equipment........................ 2,705 6,151 3,856
Investment in land held for future
development.......................... (68) (66) (100)
Pooling of interest................... -- 2,006 --
----------- ----------- -----------
Net cash used in investing activities. (106,346) (115,371) (64,229)
----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of commercial
paper and long-term debt............. 2,023,471 1,752,054 1,879,349
Principal payments on commercial paper
and long-term debt................... (1,998,196) (1,691,002) (1,813,753)
Dividends to shareholders............. (25,778) (22,878) (21,455)
Proceeds from exercise of stock
options.............................. 678 294 57
----------- ----------- -----------
Net cash provided by financing
activities........................... 175 38,468 44,198
----------- ----------- -----------
Increase in cash........................ 3,293 2,433 7,153
Cash at beginning of year............... 37,267 34,834 27,681
----------- ----------- -----------
Cash at end of year..................... $ 40,560 $ 37,267 $ 34,834
=========== =========== ===========
Supplementary disclosures:
Income taxes paid..................... $ 74,998 $ 58,409 $ 42,755
Interest paid......................... 24,012 17,140 16,014
=========== =========== ===========
The accompanying notes are an integral part of these statements.
19
FLEETWOOD ENTERPRISES, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(AMOUNTS IN THOUSANDS)
COMMON STOCK FOREIGN INVESTMENT
----------------- CURRENCY SECURITIES TOTAL
NUMBER CAPITAL RETAINED TRANSLATION VALUATION SHAREHOLDERS'
OF SHARES AMOUNT SURPLUS EARNINGS ADJUSTMENT ADJUSTMENT EQUITY
--------- ------- ------- -------- ----------- ---------- -------------
BALANCE APRIL 26, 1992.. 45,606 $45,606 $40,143 $380,916 $ 1,319 -- $467,984
ADD (DEDUCT)--
Net income............ -- -- -- 56,570 -- -- 56,570
Cash dividends
declared on Common
stock................ -- -- -- (21,455) -- -- (21,455)
Stock options
exercised (including
related tax
benefits)............ 7 7 50 -- -- -- 57
Stock issued for
acquisition of
subsidiary........... 54 54 790 -- -- -- 844
Net adjustment from
foreign currency
translation.......... -- -- -- -- (1,411) -- (1,411)
------ ------- ------- -------- ------- ---- --------
BALANCE APRIL 25, 1993.. 45,667 45,667 40,983 416,031 (92) -- 502,589
ADD (DEDUCT)--
Pooling of interest... 312 312 (311) 2,005 -- -- 2,006
Net income............ -- -- -- 65,928 -- -- 65,928
Cash dividends
declared on Common
stock................ -- -- -- (22,878) -- -- (22,878)
Stock options
exercised (including
related tax
benefits)............ 17 17 277 -- -- -- 294
Net adjustment from
foreign currency
translation.......... -- -- -- -- (1,473) -- (1,473)
------ ------- ------- -------- ------- ---- --------
BALANCE APRIL 24, 1994.. 45,996 45,996 40,949 461,086 (1,565) -- 546,466
ADD (DEDUCT)--
Net income............ -- -- -- 84,633 -- -- 84,633
Cash dividends
declared on Common
stock................ -- -- -- (25,778) -- -- (25,778)
Stock options
exercised (including
related tax
benefits)............ 66 66 612 -- -- -- 678
Net adjustment from
foreign currency
translation.......... -- -- -- -- 1,794 -- 1,794
Investment securities
valuation adjustment. -- -- -- -- -- 350 350
------ ------- ------- -------- ------- ---- --------
BALANCE APRIL 30, 1995.. 46,062 $46,062 $41,561 $519,941 $ 229 $350 $608,143
====== ======= ======= ======== ======= ==== ========
The accompanying notes are an integral part of these statements.
20
FLEETWOOD ENTERPRISES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Principles of consolidation:
The consolidated financial statements include the accounts of Fleetwood
Enterprises, Inc. and its majority owned subsidiaries. The term "Company" used
herein means Fleetwood Enterprises, Inc. and its subsidiaries, unless otherwise
indicated by the context. All material intercompany accounts and transactions
have been eliminated.
On March 10, 1994, North River Homes (North River) was merged with and into
the Company and 312,000 shares of the Company's Common stock were issued in
exchange for all of the outstanding stock of North River. The merger was
accounted for as an immaterial pooling of interest.
(b) Revenue recognition:
Sales are recorded when products are shipped from factories to the Company's
dealers. The vast majority of sales are made for cash; however, most dealers
finance their purchases under flooring arrangements with banks or finance
companies. The Company allows ten business days from date of shipment for
lenders to process paperwork and make payment. Products are not sold on
consignment and dealers do not have the right to return products.
(c) Foreign currency translation:
Exchange adjustments resulting from foreign currency transactions are
recognized currently in income, whereas adjustments resulting from the
translation of financial statements are reflected as a separate component of
shareholders' equity. The assets and liabilities of the Canadian and German
operations (which are not material) are translated to U.S. dollars at current
exchange rates. Revenues and expenses are translated at the average exchange
rates for the year. Gains or losses on foreign currency transactions in fiscal
years 1995, 1994 and 1993 were not material.
(d) Finance receivables:
Retail sales contracts have a maximum term of 180 months while wholesale
loans are due on demand. It has been the finance company's experience that a
portion of the retail sales contracts generally is repaid before the scheduled
maturity dates.
Income on retail sales contracts is earned on a simple interest method at
fixed rates of interest. Interest on wholesale loans is earned on a simple
interest method using a variable rate of interest that is based on the prime
rate. The average yield on finance receivables, excluding intercompany
subvention income and dealer participation, was 9.02 percent in 1995, 7.50
percent in 1994 and 7.92 percent in 1993.
(e) Inventory valuation:
Inventories are valued at the lower of cost (first-in, first-out) or market.
Cost includes materials, labor and manufacturing overhead.
(f) Depreciation:
Depreciation is provided using straight-line or accelerated methods based on
the following estimated useful lives:
. Buildings and improvements--10-40 years
. Machinery and equipment--3-15 years
21
FLEETWOOD ENTERPRISES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(g) Warranty costs:
Estimated costs related to product warranties are accrued at the time
products are sold.
(h) Net income per Common and equivalent share:
Net income per Common and equivalent share amounts are based on the weighted
average number of shares outstanding during the years, including Common stock
equivalents resulting from dilutive stock options (See Note 13). Net income per
Common and equivalent share is the same as fully diluted earnings per share for
all periods presented.
(i) Accounting period:
The Company's fiscal year ends on the last Sunday in April. The year ending
dates for the past three fiscal years were April 30, 1995, April 24, 1994 and
April 25, 1993, respectively. The fiscal year for Fleetwood Credit Corp., the
Company's wholly owned finance subsidiary, ends on April 30. The fiscal year
for the German subsidiary ends on August 31.
(j) Cash flow statements:
For purposes of these statements, cash includes cash on hand and cash in
banks in demand deposit accounts.
(k) Provision and reserve for finance credit losses:
Fleetwood Credit Corp. provides for potential credit losses based on net
receivable additions, considering historical and industry experience. Actual
losses, net of recoveries, are charged against the reserve. The reserve for
finance credit losses was $20,626,000 at April 30, 1995 and $14,624,000 at
April 24, 1994.
(l) Interest rate management:
As a part of its ongoing asset and liability management program and to reduce
the risks of adverse changes in interest rates, the finance company has, from
time to time, entered into interest rate swap, cap and forward sale agreements.
When participating in these agreements, the company may be exposed to credit
loss in the event of nonperformance by counterparties to the agreements. The
finance company minimizes this risk through various credit procedures, and has
never experienced nonperformance by a counterparty.
At April 30, 1995, the finance company had interest rate cap agreements in
place covering $120,000,000 of its LIBOR based floating rate notes. The
agreements provide for payments to the company by the counterparties in the
event the 3-month LIBOR is set above 7.0% on the underlying debt. The
agreements terminate in December 1995. The costs of these agreements are being
amortized as interest expense over the term of the agreements.
In order to reduce the impact of higher interest rates on the planned sale of
its retail receivables in the asset-backed securities (ABS) market, the finance
company may enter into forward agreements for interest rate swaps or sales of
U.S. Treasury securities. The finance company uses these transactions to
effectively sell its interest rate exposure to the counterparties while giving
up the opportunity to benefit from lower interest rates. Changes in the value
of these hedging agreements are deferred and recognized as part of the sale of
the related retail receivables. At April 30, 1995, there were three such
hedging agreements, aggregating
22
FLEETWOOD ENTERPRISES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
$150,000,000 notional amount, that provide for the company to sell to the
counterparties on or before June 29, 1995, $150,000,000 of 5.125% U.S. Treasury
Notes due December 1998. If these agreements had been terminated as of April
30, 1995, the company would have made payments to the counterparties of
approximately $824,000, which would have approximated the change in value since
March 1995 on $150,000,000 of its retail receivables. Any payments made or
received by the finance company under these or similar hedging agreements are
included in the costs of the related ABS transactions.
On similar interest rate protection agreements related to prior ABS
transactions, the company received net payments of $122,000 in fiscal 1995, and
made payments of $3,917,000 and $1,462,000 in fiscal 1994 and 1993,
respectively.
(m) Insurance reserves:
Insurance reserves primarily represent estimated liabilities for products
liability and workers' compensation claims. Workers' compensation reserves
mainly consist of estimated case reserves on known claims. Products liability
reserves include both case reserves on known claims as well as estimated
liabilities for claims which have not been reported. Products reserves include
estimated amounts for unpaid claims and claim adjustment expenses which are
based on historical experience and independent actuarial calculations.
(2) SUPPLEMENTARY INFORMATION ON FINANCE, INSURANCE AND REAL ESTATE
SUBSIDIARIES
The finance subsidiary provides wholesale and retail financing for the
Company's recreational vehicle products. The insurance subsidiary was formed
primarily for the purpose of insuring products liability risks of the parent
company and its subsidiaries. The real estate subsidiaries were formed for the
purposes of participating in site-built housing construction or in the
development of planned communities using manufactured housing. As of April 30,
1995, the investment in real estate consisted of raw land, and there were no
real estate development activities in process. Condensed financial information
for these subsidiaries, excluding intercompany eliminations, is as follows:
1995 1994 1993
-------- -------- --------
(AMOUNTS IN THOUSANDS)
Finance subsidiary:
Finance receivables (net).................... $392,409 $384,057 $335,147
Cash and temporary investments............... 86,521 60,386 43,587
Other assets................................. 12,779 11,777 7,780
Commercial paper borrowings and long-term
debt........................................ 385,876 360,601 299,549
Other liabilities............................ 18,724 17,145 15,866
Revenues..................................... 55,823 44,244 40,329
Interest expense............................. 21,552 15,593 14,979
Operating costs.............................. 19,604 16,135 14,993
Net income................................... 8,635 7,375 6,197
Insurance subsidiary:
Investments.................................. $ 63,831 $ 54,803 $ 68,517
Other assets................................. 6,101 9,586 6,300
Reserves for losses.......................... 44,367 45,343 40,226
Other liabilities............................ 9,389 9,772 7,730
Net premiums................................. 12,462 12,320 11,454
Underwriting income.......................... 5,738 5,185 2,620
Investment income............................ 4,135 6,818 4,658
Net income................................... 6,212 7,414 4,518
23
FLEETWOOD ENTERPRISES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
1995 1994 1993
------- ------- -------
(AMOUNTS IN THOUSANDS)
Real estate subsidiaries:
Land held for future development................ $ 6,868 $ 6,800 $ 6,734
Other assets.................................... 1,213 1,282 1,348
Notes payable-parent company.................... 795 795 795
(3) INVESTMENTS
The Company has a cash management program which provides for the investment
of excess cash balances primarily in short-term money market instruments and
intermediate-term debt instruments. Investments consist of time deposits, U.S.
Treasury obligations, tax-exempt instruments and other non-equity type
investments stated at cost, which approximates market.
Effective with the beginning of fiscal year 1995, the Company adopted FAS No.
115, "Accounting for Certain Investments in Debt and Equity Securities." The
statement requires that all applicable investments be classified as trading
securities, available-for-sale securities or held-to-maturity securities. The
Company did not have any investments classified as trading securities during
the periods presented. The statement further requires that held-to-maturity
securities be reported at amortized cost and available-for-sale securities be
reported at fair value, with unrealized gains and losses excluded from earnings
but reported in a separate component of shareholders' equity (net of the effect
of income taxes) until they are sold. At the time of sale, any gains or losses,
calculated by the specific identification method, will be recognized as a
component of operating results.
The following is a summary of investment securities as of April 30, 1995:
GROSS GROSS ESTIMATED
AMORTIZED UNREALIZED UNREALIZED FAIR
COST GAINS LOSSES VALUE
--------- ---------- ---------- ---------
(AMOUNTS IN THOUSANDS)
AVAILABLE-FOR-SALE SECURITIES:
U.S. Treasury securities and
obligations of U.S. government
agencies............................ $22,121 $ 48 $ 47 $22,122
Obligations of states and political
subdivisions........................ 8,806 1 26 8,781
Foreign government obligations....... 2,672 -- 156 2,516
Other debt securities................ 50,534 734 -- 51,268
------- ---- ---- -------
$84,133 $783 $229 $84,687
======= ==== ==== =======
HELD-TO-MATURITY SECURITIES:
Foreign government obligations....... $ 7,854 $ -- $ -- $ 7,854
Other debt securities................ 65,144 -- -- 65,144
------- ---- ---- -------
$72,998 $ -- $ -- $72,998
======= ==== ==== =======
The amortized cost and estimated fair value of the securities at April 30,
1995, by contractual maturity, are shown below. Expected maturities will differ
from contractual maturities because the issuers of the securities may have the
right to prepay obligations without prepayment penalties.
24
FLEETWOOD ENTERPRISES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
FAIR
COST VALUE
------- -------
(AMOUNTS IN
THOUSANDS)
AVAILABLE-FOR-SALE:
Due in one year or less................................... $46,183 $46,036
Due after one year through five years..................... 21,126 21,324
Due after five years through ten years.................... 16,824 17,327
------- -------
$84,133 $84,687
======= =======
HELD-TO-MATURITY:
All due in one year or less............................... $72,998 $72,998
======= =======
Investment income for the year ended April 30, 1995 consisted of the
following:
AMOUNT
------
Interest income.................................................... $9,997
Gross realized gains............................................... 586
Gross realized losses.............................................. (426)
Investment management fees......................................... (191)
------
$9,966
======
(4) SALE OF RETAIL SALES CONTRACTS, SERVICING INCOME AND FINANCE RECEIVABLES
Periodically, Fleetwood Credit Corp. sells retail contracts it has purchased
from dealers of Fleetwood products. The finance company continues to service
sold retail receivables for the benefit of purchasers, for which it receives a
servicing fee. During fiscal years 1995, 1994 and 1993, the finance subsidiary
sold net retail contracts of $300,000,000, $193,020,000 and $120,059,000,
respectively. There was no gain or loss recognized on these transactions in any
of the years. At April 30, 1995 and 1994, the outstanding balance of the sold
receivables was $620,939,000 and $456,546,000, respectively.
In each of the past three years, the finance company sold retail contracts
through a special purpose subsidiary which retained a portion of the pools of
receivables as an investment and sold the remainder. The retained portion of
the receivables originally sold totaled less than one percent of the pools in
1995, 5 percent in 1994 and 8 percent in 1993. In 1994, the subsidiary sold the
majority of the retained portion of the receivable pools. The remaining
retained portion, which is included in finance receivables for financial
statement purposes, was $201,000 and $265,000 as of April 30, 1995 and 1994,
respectively.
The subsidiary will absorb any losses related to these pools to the extent of
its cash held in trust and future excess servicing income. The past loss
experience on retail receivables has been significantly less than the amount of
any recourse provisions.
25
FLEETWOOD ENTERPRISES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(5) PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment is stated at cost and consists of the
following:
1995 1994
----------- -----------
(AMOUNTS IN THOUSANDS)
Land............................................ $ 14,707 $ 13,749
Buildings and improvements...................... 267,187 225,339
Machinery and equipment......................... 118,275 99,689
Idle facilities, net of accumulated
depreciation................................... 6,746 6,937
----------- -----------
406,915 345,714
Less accumulated depreciation................... (143,807) (124,926)
----------- -----------
$ 263,108 $ 220,788
=========== ===========
Idle facilities include closed plants and certain other properties which are
not in current use by the Company. The Company began depreciating these
facilities in fiscal year 1992. There were four idle plant facilities at the
end of 1995 and five at the end of 1994.
The carrying value of idle facilities was $6,746,000 at April 30, 1995 and
$6,937,000 at April 24, 1994, net of accumulated depreciation of $3,136,000 and
$3,484,000, respectively. In the opinion of management, the carrying values of
idle facilities are not in excess of net realizable value.
(6) LINES OF CREDIT, COMMERCIAL PAPER AND LONG-TERM DEBT
As of April 30, 1995, Fleetwood Credit Corp. had $185,876,000 of commercial
paper outstanding, net of unamortized discount of $419,000, bearing interest at
rates of 6.03 percent to 6.17 percent and maturing at various dates through May
1995. The discount is amortized as interest expense over the term of the
related notes.
During fiscal 1995, the Company placed privately with institutional investors
$30,000,000 of medium-term notes maturing in three to five years. As of April
30, 1995, a total of $200,000,000 of medium-term notes was outstanding.
Interest rates are variable on $120,000,000 of the notes while the remaining
$80,000,000 is at fixed rates of interest. The maturities and average interest
rates on long-term debt are as follows:
AVERAGE
MATURITY AMOUNT INTEREST RATE
-------- ------------ -------------
Current portion................................ $ 55,000,000 7.31%
Due in 1997.................................... 65,000,000 7.64
Due in 1998.................................... 20,000,000 6.37
Due in 1999.................................... 30,000,000 6.66
Due in 2002.................................... 30,000,000 6.82
------------
$200,000,000
============
On June 1, 1995, the finance company placed with an institutional investor
$25,000,000 of floating rate notes maturing in 2005.
Fleetwood Credit Corp. maintains revolving credit facilities to support 100
percent of its commercial paper outstanding. At April 30, 1995, these
facilities consisted of $150,000,000 of revolving facilities maturing
26
FLEETWOOD ENTERPRISES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
in September 1995 and $200,000,000 of revolving facilities maturing in
September 1997. At April 30, 1995 and 1994, these credit facilities were
unused.
(7) RETIREMENT PLANS
The Company has defined contribution retirement plans covering substantially
all employees. There are no prior service costs associated with these plans.
The Company follows the policy of funding retirement plan contributions as
accrued. Contributions to these plans are summarized as follows:
(AMOUNTS IN
THOUSANDS)
-----------
1995........................................................... $21,264
1994........................................................... 19,422
1993........................................................... 17,119
(8) INCOME TAXES
The provision for income taxes for each of the three years in the period
ended April 30, 1995 is summarized below:
1995 1994 1993
------- ------- -------
(AMOUNTS IN THOUSANDS)
Current:
U.S. Federal....................................... $53,744 $46,915 $35,574
Foreign............................................ 683 76 (176)
State.............................................. 11,011 7,690 7,330
------- ------- -------
65,438 54,681 42,728
------- ------- -------
Deferred, principally Federal:
Insurance reserves................................. 977 (4,444) (1,199)
Other.............................................. (8,129) (4,379) (6,757)
------- ------- -------
(7,152) (8,823) (7,956)
------- ------- -------
$58,286 $45,858 $34,772
======= ======= =======
The provision for income taxes computed by applying the Federal statutory
rate to income before taxes is reconciled to the actual provisions for fiscal
years 1995, 1994 and 1993 as follows:
1995 1994 1993
--------------- --------------- --------------
AMOUNT % AMOUNT % AMOUNT %
-------- ----- -------- ----- ------- -----
(AMOUNTS IN THOUSANDS)
Income before provision for
income taxes:
U.S. Federal.............. $145,611 102.5% $118,923 106.2% $91,802 100.6%
Foreign................... (3,497) (2.5) (6,891) (6.2) (525) (.6)
-------- ----- -------- ----- ------- -----
$142,114 100.0% $112,032 100.0% $91,277 100.0%
-------- ----- -------- ----- ------- -----
Computed statutory tax...... $ 49,740 35.0% $ 39,211 35.0% $31,034 34.0%
State income taxes, net..... 6,576 4.6 4,663 4.1 4,548 5.0
Tax-exempt income........... (323) (.2) (256) (.2) (817) (.9)
Other items, net............ 2,293 1.6 2,240 2.0 7 --
-------- ----- -------- ----- ------- -----
$ 58,286 41.0% $ 45,858 40.9% $34,772 38.1%
======== ===== ======== ===== ======= =====
27
FLEETWOOD ENTERPRISES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
In fiscal 1994, the Company adopted Statement of Financial Accounting
Standards No. 109 on Accounting for Income Taxes. The new standard required a
recalculation of deferred tax amounts to reflect current income tax rates in
effect when the taxes are payable. The effect of this change was a one-time
cumulative charge of $1.5 million which was applied to earnings in the year of
the change.
The components of the Company's deferred income tax benefits (liabilities) as
of April 30, 1995 and April 24, 1994 were as follows:
1995 1994
----------- -----------
(AMOUNTS IN THOUSANDS)
Insurance reserves............................... $ 23,737 $ 24,714
Deferred compensation............................ 15,079 12,497
Warranty reserves................................ 14,496 12,405
Dealer volume rebates............................ 4,724 2,475
Depreciation..................................... (3,184) (4,110)
Other financial accruals......................... 11,385 11,103
----------- -----------
$ 66,237 $ 59,084
=========== ===========
(9) OTHER LIABILITIES
Other liabilities consist of the following:
1995 1994
----------- -----------
(AMOUNTS IN THOUSANDS)
Dividends payable to shareholders.................. $ 6,449 $ 5,749
Dealer volume rebates.............................. 23,881 17,355
Product warranty reserves.......................... 36,843 31,361
Other.............................................. 51,685 43,250
----------- ----------
$ 118,858 $ 97,715
=========== ==========
(10) FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company has estimated the fair value of its financial instruments in
compliance with Financial Accounting Standard No. 107, "Disclosure About Fair
Value of Financial Instruments." The estimates were made as of April 30, 1995
based on relevant market information. Financial instruments include cash,
investments, finance receivables and debt. See Note 3 regarding discussion on
investments. The estimated fair value of financial instruments and the
valuation techniques used to estimate the fair value were as follows (amounts
in thousands):
APRIL 30, 1995
---------------------
ESTIMATED
BOOK VALUE FAIR VALUE
---------- ----------
Financial Assets:
Cash............................................... $ 40,560 $ 40,560
Finance receivables................................ 385,026 384,353
Financial Liabilities:
Commercial paper borrowings........................ 185,876 185,876
Term debt.......................................... 200,000 200,264
Unrecognized Financial Instruments:
Forward sale of U.S. Treasury Notes................ -- (824)
28
FLEETWOOD ENTERPRISES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
CASH: The fair value approximates book value.
FINANCE RECEIVABLES: The fair value of retail receivables (fixed rate) was
estimated by discounting future expected cash flows at average interest rates
offered by the Company at April 30, 1995.
The fair value of wholesale loans and interest receivable were determined to
approximate existing carrying values because interest rates on wholesale loans
adjust with changes in market interest rates and interest receivable has a
short-term maturity.
COMMERCIAL PAPER: The fair value of commercial paper approximates carrying
value because interest rates on these instruments adjust with changes in market
interest rates due to their short-term maturity.
TERM DEBT: The fair value of term debt was estimated based on a present value
discounted cash flow analysis using rates the Company would have to pay
currently to acquire similar debt for similar remaining terms.
FORWARD SALE OF U.S. TREASURY NOTES: The fair value of forward contracts is
the estimated amount that the Company would receive or pay to terminate the
contracts at the reporting date, taking into account current interest rates and
the current credit worthiness of the counterparty.
(11) CONTINGENT LIABILITIES
As is customary in the manufactured housing and recreational vehicle
industries, the Company is contingently liable at April 30, 1995 under the
terms of repurchase agreements with many financial institutions providing
inventory financing for dealers of the Company's products. The contingent
liability under these agreements approximates the amount financed, reduced by
the resale value of any products which may be repurchased, and the risk of loss
is spread over numerous dealers and financial institutions. Losses under these
agreements have not been significant in the past.
Fleetwood Credit Corp. has commitments to extend credit to wholesale dealers
totaling approximately $458,000,000, of which $348,362,000 was outstanding as
of April 30, 1995. Such commitments are reviewed periodically throughout the
year on a case-by-case basis, and generally continue as long as there are no
violations under the terms of the agreements. Loans against these commitments
are secured by the dealers' inventories. Management does not anticipate any
material losses as a result of these commitments.
(12) RESULTS BY QUARTER (UNAUDITED)
The unaudited results by quarter for fiscal years 1995 and 1994 are shown
below:
FIRST SECOND THIRD FOURTH
FISCAL YEAR ENDED APRIL 1995: QUARTER QUARTER QUARTER QUARTER
- ----------------------------- ----------- ----------- ----------- -----------
(AMOUNTS IN THOUSANDS EXCEPT PER SHARE DATA)
Revenues....................... $ 764,298 $ 710,421 $ 661,425 $ 719,530
Operating income............... 47,228 34,619 27,942 27,107
Income before taxes............ 48,733 35,615 30,258 27,508
Net income..................... 29,252 21,209 18,280 15,892
Net income per Common and
equivalent share.............. $ .63 $ .45 $ .39 $ .34
Common and equivalent shares
outstanding................... 46,457 46,678 46,379 46,606
29
FLEETWOOD ENTERPRISES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
FIRST SECOND THIRD FOURTH
FISCAL YEAR ENDED APRIL 1994: QUARTER QUARTER QUARTER QUARTER
- ----------------------------- -------- -------- -------- --------
Revenues.................................. $537,427 $567,445 $548,623 $715,880
Operating income.......................... 22,302 25,828 19,601 36,634
Income before taxes....................... 24,314 28,695 20,722 38,301
Net income................................ 13,626* 17,075 12,112 23,115
Net income per Common and equivalent
share.................................... $ .30* $ .37 $ .26 $ .50
Common and equivalent shares outstanding.. 46,002 46,208 46,245 46,375
- --------
* After deduction of $1.5 million or 3 cents per share for change in accounting
for income taxes.
(13) STOCK-BASED INCENTIVE COMPENSATION PLANS
Under the Company's 1992 Stock-Based Incentive Compensation Plan adopted
during fiscal 1993, incentive stock options or non-qualified options (among
other forms of incentive compensation devices) may be granted to officers and
other key employees of the Company for the purchase of up to 2,900,000 shares
of the Company's Common stock. Expiration dates for the options may not exceed
ten years from the date of grant. The options are exercisable at prices which
equal or exceed the fair market value of the Company's Common stock valued at
the date of grant. At April 30, 1995, there were 27 employees who held options
under the plan. A similar plan adopted in 1982 expired in June 1992; however,
exercisable options representing 391,600 shares still remain outstanding at
April 30, 1995. Under a separate plan for non-employee directors adopted during
fiscal 1993, up to 100,000 shares have been authorized for distribution of
options. Automatic grants are made annually under this plan. The following is a
summary of stock option activity (including those from the expired plan) for
employees and non-employee directors for the year ended April 30, 1995:
SHARES OPTION PRICE
--------- -------------
Options outstanding at beginning of year......... 1,577,366 --
Options granted.................................. 782,000 $18.25-$26.50
Exercised........................................ (66,000) $ 8.06-$17.88
---------
Outstanding at end of year....................... 2,293,366 $ 8.06-$26.50
=========
Exercisable at end of year....................... 1,958,366 $ 8.06-$26.50
=========
Available for grant.............................. 1,076,234
=========
(14) STOCKHOLDER RIGHTS PLAN
On November 10, 1988, the Company's Board of Directors adopted a stockholder
rights agreement, granting certain new rights to holders of the Company's
Common stock. Under the agreement, one right was granted for each share of
Common stock held as of November 23, 1988, and one right will be granted for
each share subsequently issued. Each right entitles the holder, in an
unfriendly takeover situation, and after paying the exercise price (currently
$75), to purchase Fleetwood Common stock having a market value equal to two
times the exercise price. Also, if the Company is merged into another
corporation, or if 50 percent or more of the Company's assets are sold, then
rightholders are entitled, upon payment of the exercise price, to buy common
shares of the acquiring corporation at a 50 percent discount from their then-
current market value. In either situation, these rights are not available to
the acquiring party. However, these exercise features will not be activated if
the acquiring party makes an offer to acquire all of the Company's outstanding
shares at a price which is judged by the Board of Directors to be fair to all
Fleetwood stockholders. The rights may
30
FLEETWOOD ENTERPRISES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
be redeemed by the Company under certain circumstances at the rate of $.02 per
right. The rights will expire on November 9, 1998.
(15) INDUSTRY SEGMENT INFORMATION
The Company conducts manufacturing operations principally in two industries--
recreational vehicles and manufactured housing. On a smaller scale, the Company
operates supply companies which provide fiberglass parts, lumber and other wood
components to its primary businesses, while also generating outside sales.
Manufacturing operations are conducted in the United States and to a much
lesser extent in Canada and Europe. In addition, the Company's wholly owned
finance subsidiary provides wholesale and retail financing to buyers of
Fleetwood recreational vehicles. The operations of the Company's wholly owned
insurance and real estate subsidiaries have been included in the "Corporate and
Other" category because the impact on consolidated operating income is not
material. Operating profit is total revenue less cost of sales, operating
expenses and finance interest expense. None of the following items have been
included in the computation of operating profit for the individual operating
segments: corporate expenses, non-operating income and expenses and income
taxes. Identifiable assets are those assets used in the operation of each
industry segment. Corporate assets primarily consist of cash, investments,
deferred tax benefits, other assets and idle facilities. Information with
respect to industry segments as of April 30, 1995, April 24, 1994 and April 25,
1993, and for each of the years then ended is set forth as follows:
CORPORATE ADJUSTMENTS
RECREATIONAL MANUFACTURED SUPPLY FINANCE AND AND
VEHICLES HOUSING OPERATIONS OPERATIONS OTHER ELIMINATIONS TOTAL
------------ ------------ ---------- ---------- --------- ------------ ----------
(AMOUNTS IN THOUSANDS)
1995
Operating revenues...... $1,387,919 $1,370,292 $49,650 $ 55,823 $ 12,462 $(20,472) $2,855,674
Operating profit (loss). 45,542 81,204 5,855 14,667 (10,372) -- 136,896
Identifiable assets..... 345,467 229,772 45,673 513,901 231,221 (20,974) 1,345,060
Depreciation............ 9,237 9,012 1,407 342 2,317 -- 22,315
Capital expenditures.... 18,739 39,864 4,204 176 5,057 -- 68,040
1994
Operating revenues...... $1,241,416 $1,054,267 $36,501 $ 44,244 $ 12,320 $(19,373) $2,369,375
Operating profit (loss). 43,883 56,860 4,969 12,516 (13,863) -- 104,365
Identifiable assets..... 332,311 188,493 40,331 477,486 205,600 (20,098) 1,224,123
Depreciation............ 7,922 6,881 1,221 332 2,242 -- 18,598
Capital expenditures.... 21,321 45,235 2,308 273 3,679 -- 72,816
1993
Operating revenues...... $1,114,027 $ 774,784 $19,088 $ 40,329 $ 11,454 $(17,761) $1,941,921
Operating profit (loss). 47,095 39,735 2,298 10,357 (16,010) -- 83,475
Identifiable assets..... 303,929 123,518 32,373 406,039 213,948 (17,897) 1,061,910
Depreciation............ 6,513 5,234 1,026 474 2,381 -- 15,628
Capital expenditures.... 14,703 22,708 1,490 97 3,064 -- 42,062
31
ITEM 9. DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
MATTERS
None
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information regarding directors and executive officers as required by
Item 401 of Regulation S-K is set forth in Part I of this report under the
caption "Executive Officers of the Company" and on page two of the Company's
proxy statement which will be filed with the Securities and Exchange Commission
not later than 120 days after April 30, 1995, and by this reference is
incorporated herein.
ITEM 11. MANAGEMENT REMUNERATION AND TRANSACTIONS
The information required by Item 402 of Regulation S-K is set forth on pages
five through seven of the Company's proxy statement which will be filed with
the Securities and Exchange Commission not later than 120 days after April 30,
1995, and by this reference is incorporated herein.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by Item 403 of Regulation S-K is set forth on pages
three and four of the Company's proxy statement which will be filed with the
Securities and Exchange Commission not later than 120 days after April 30,
1995, and by this reference is incorporated herein.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information regarding certain relationships and related transactions as
required by Item 404 of Regulation S-K, if any, is set forth in the Company's
proxy statement which will be filed with the Securities and Exchange Commission
not later than 120 days after April 30, 1995, and by this reference is
incorporated herein.
32
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
PAGE
REFERENCE
---------
(a) Financial Statements
(1) Financial Statements included in Part II of this report:
Report of Independent Public Accountants 16
Consolidated Statements of Income for each of the three
years in the period ended April 30, 1995 17
Consolidated Balance Sheets at April 30, 1995 and April 24,
1994 18
Consolidated Statements of Cash Flows for each of the three
years in the period ended April 30, 1995 19
Consolidated Statements of Changes in Shareholders' Equity
for each of the three years in the period ended April 30,
1995 20
Notes to Consolidated Financial Statements 21
(2) Financial Statement Schedules
Financial statement schedules not filed have been omitted
for the reason that the required information is shown in
the financial statements or notes thereto, the amounts in-
volved are not significant, or the required matter is not
present.
(3) Exhibits and Index to Exhibits:
3. (a) Restated Certificate of Incorporation.*
(b) Amendment to Restated Certificate of Incorpora-
tion.**
(c) Restated Bylaws of the Company.**
4. (a) Rights Agreement dated November 10, 1988, between
the Company and the First National Bank of Boston
used in connection with a stockholder rights
plan.***
(b) Certificate of Designation, Preferences and Rights
of Series A Junior Participating Preferred Stock
filed November 23, 1988.***
9. Not applicable.
10. Material contracts.****
(a) Form of employment agreement between the Company
and each of its officers.
(b) Amended and Restated Deferred Compensation Plan.
(c) Amended and Restated Supplemental Benefit Plan.
(d) Long-term Incentive Compensation Plan.
(d)(1) Amended and Restated Long-Term Incentive Com-
pensation Plan.
(e) 1982 Stock Option Plan.
(f) Amended and Restated Benefit Restoration Plan.
(g) Dividend Equivalent Plan.
(h) The 1992 Stock-Based Incentive Compensation Plan.
(i) The 1992 Non-Employee Director Stock Option Plan.
(j) Senior Executive Incentive Compensation Plan.
11. Not applicable.
12. Not applicable.
13. Not applicable.
18. Not applicable.
19. Not applicable.
21. Subsidiaries of the Registrant.
22. Not applicable.
23. Consent of independent public accountants.
33
24. Not applicable.
27. Not applicable.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the fourth quarter of the year
ended April 30, 1995.
- --------
* The Restated Certificate of Incorporation of the Company was filed with the
Company's 10-K Annual Report for the year ended April 28, 1985, and by this
reference is incorporated herein.
** The Amendment to the Restated Certificate of Incorporation and the Restated
Bylaws of the Company, both of which were adopted during fiscal 1987, were
filed with the Company's 10-K Annual Report for the year ended April 26,
1987, and by this reference are incorporated herein.
*** The rights agreement and exhibits used in connection with the Company's
stockholder rights plan were filed with the Company's report on Form 8-K on
November 10, 1988, and by this reference are incorporated herein.
**** Item 10(a) listed above under "Material Contracts", which was amended
effective April 27, 1992, was filed with the Company's 10-K Annual Report
for the year ended April 26, 1992, and by this reference is incorporated
herein. Items 10(b), 10(c) and 10(f) were amended during fiscal year 1995,
and are included herewith. Item 10(d), which was adopted in fiscal year
1988 and amended during fiscal year 1990, was filed with the Company's 10-K
Annual Report for the year ended April 29, 1990, and by this reference is
incorporated herein. This plan document has continuing applicability
through fiscal year 1995. Item 10(d)(1), the Amended and Restated Long-Term
Incentive Plan applicable to award periods ending after fiscal year 1995,
was adopted by the Board of Directors during fiscal year 1994 and approved
by the shareholders at the 1994 Annual Meeting of Shareholders. This
document was filed with the Company's 10-K Annual Report for the year ended
April 24, 1994, and by this reference is incorporated herein. Item 10(e),
amended and restated as of June 9, 1987, was filed with the Company's 10-K
Annual Report for the year ended April 26, 1987, and by this reference is
incorporated herein. Item 10(g), adopted during fiscal 1990, was filed with
the Company's 10-K Annual Report for the year ended April 29, 1990, and by
this reference is incorporated herein. Items 10(h) and 10(i), adopted on
June 9, 1992 and approved by shareholders at the Company's Annual Meeting
in September 1992, were filed with the Company's 10-K Annual Report for the
year ended April 26, 1992, and by this reference are incorporated herein.
Item 10(j), which was adopted by the Compensation Committee of the Board of
Directors during fiscal year 1994 and ratified by the Board of Directors
thereafter, was approved by the shareholders at the 1994 Annual Meeting of
Shareholders. This document was filed with the Company's 10-K Annual Report
for the year ended April 24, 1994, and by this reference is incorporated
herein.
34
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED
ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.
Fleetwood Enterprises, Inc.
Registrant
Paul M. Bingham
By___________________________________
PAUL M. BINGHAM
FINANCIAL VICE PRESIDENT
DATE: JULY 7, 1995
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE
REGISTRANT AND IN THE CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE
--------- ----- ----
John C. Crean Chairman of the July 7, 1995
- ------------------------------------- Board and Chief
JOHN C. CREAN Executive Officer
Glenn F. Kummer President, Chief July 7, 1995
- ------------------------------------- Operating Officer
GLENN F. KUMMER and Director
Paul M. Bingham Chief Financial July 7, 1995
- ------------------------------------- Officer and Principal
PAUL M. BINGHAM Accounting Officer
Douglas M. Lawson Director July 7, 1995
- -------------------------------------
DOUGLAS M. LAWSON
Walter F. Beran Director July 7, 1995
- -------------------------------------
WALTER F. BERAN
Thomas A. Fuentes Director July 7, 1995
- -------------------------------------
THOMAS A. FUENTES
James L. Doti Director July 7, 1995
- -------------------------------------
JAMES L. DOTI
35