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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended September 30, 1994
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 1-7444
OAKWOOD HOMES CORPORATION
(Exact name of Registrant as specified in its charter)
NORTH CAROLINA 56-0985879
(State of incorporation) (I.R.S. Employer
Identification No.)
7025 Albert Pick, Suite 301, Greensboro, NC
(Address of principal executive offices)
Post Office Box 7386, Greensboro, NC 27417-0386
(Mailing address of principal executive offices)
Registrant's telephone number, including area code: 910/855-2400
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on
Title of Each Class Which Registered
Common Stock, Par Value New York Stock Exchange, Inc.
$.50 Per Share
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, Par Value $.50 Per Share
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 _____
The aggregate market value of shares of the Registrant's
$.50 par value Common Stock, its only outstanding class of voting
stock, held by non-affiliates as of December 2, 1994 was
$430,015,340.
The number of issued and outstanding shares of the Regis-
trant's $.50 par value Common Stock, its only outstanding class
of Common Stock, as of December 2, 1994 was 21,098,518 shares.
The indicated portions of the following documents are
incorporated by reference into the indicated parts of this Annual
Report on Form 10-K:
Parts Into Which
Incorporated Documents Incorporated
Annual Report to Shareholders for Parts I and II
for the fiscal year ended
September 30, 1994
Proxy Statement for Annual Meeting Parts I and III
of Shareholders to be held
February 1, 1995
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of the Registrant's
knowledge, in definitive proxy or information statements incorpo-
rated by reference in Part III of this Form 10-K or any amendment
to this Form 10-K.
2
Item 1 - Business
The Registrant, which was founded in 1946, designs, manufac-
tures and markets manufactured homes and finances the majority of
its sales. The Registrant operates five manufacturing plants in
North Carolina, three in Texas, two in California, and one each
in Colorado, Oregon and Tennessee. The Registrant's manufactured
homes are sold at retail through 152 Registrant owned and operat-
ed sales centers located primarily in the southeastern and south-
western United States and to approximately 170 independent
retailers located primarily in the western United States. The
Registrant also develops, manages and sells manufactured housing
communities and earns commissions on homeowners and credit life
insurance written for the Registrant's customers.
On September 30, 1994, the Registrant acquired Golden West
Homes ("Golden West"), a manufacturer of manufactured homes
headquartered in California with four manufacturing facilities.
Golden West sells its homes through approximately 170 independent
retailers located primarily in California, Oregon and Washington
as well as in six other western states in which the Registrant
previously had no sales centers. The Registrant has accounted
for the Golden West acquisition as a pooling of interests. The
information set forth in this Form 10-K reflects the acquisition
of Golden West and includes information regarding the business
and operations of Golden West.
Manufactured Homes
The Registrant designs and manufactures several lines of
homes, each with a variety of floor plans and decors. Each home
contains a living room, dining area, kitchen, two, three or four
bedrooms and one or two bathrooms, and is equipped with a range
and oven, refrigerator, hot water heater and central heating.
Substantially all homes are furnished with a sofa and matching
chairs, dinette set, coffee and end tables, carpeting, lamps,
draperies, curtains and screens. Optional furnishings and equip-
ment include beds, a fireplace, washing machine, dryer, microwave
oven, dishwasher, air conditioning, intercom, wet bar, vaulted
ceilings, skylights, hardwood cabinetry and energy conservation
items. The homes manufactured by the Registrant are sold under
the registered trademarks "Oakwood," "Freedom," Golden West" and
"Villa West" and the tradenames "Victory," "Country Estate,"
"Bradbury," "Winterhaven," "Golden Villa" and "First Place."
The Registrant's manufactured homes are constructed and
furnished at the Registrant's manufacturing facilities and
transported on wheels to the homesite. The Registrant's manufac-
tured homes are generally occupied as permanent residences but
can be transported on wheels to new homesites. The Registrant's
homes are defined as "manufactured homes" under the United States
Code, and formerly were defined as "mobile homes."
3
The Registrant manufactures 14-foot and 16-foot wide single
section homes and 24-foot and 28-foot wide multi-section homes
consisting of two floors which are joined at the homesite.
Golden West also manufactures additional multi-section homes
consisting of three or four floors which are joined at the
homesite. The Registrant's homes range from 50 feet to 80 feet
in length. The Registrant's single-section homes are sometimes
placed on rental lots in communities of similarly constructed
homes.
The Registrant manufactures homes at thirteen plants located
in Richfield (2), Rockwell (2) and Pinebluff, North Carolina,
Hillsboro (2) and Ennis, Texas, Perris and Sacramento, Califor-
nia, Albany, Oregon, Fort Morgan, Colorado and Pulaski, Tennes-
see. In fiscal 1994, the Registrant added two plants in Texas
and one in Tennessee as well as the four Golden West facilities.
The Registrant purchases components and materials used in
the manufacture of its homes on the open market and is not
dependent upon any particular supplier. The principal raw
materials purchased by the Registrant for use in the construction
of its homes are lumber, steel, aluminum, galvanized pipe,
insulating materials, drywall and plastics. Steel I-beams,
axles, wheels and tires, roof and ceiling materials, home appli-
ances, plumbing fixtures, furniture, floor coverings, windows,
doors and decorator items are purchased or fabricated by the
Registrant and are assembled and installed at various stages on
the assembly line. Construction of the manufactured homes and
the plumbing, heating and electrical systems installed in them
must comply with the standards set by the Department of Housing
and Urban Development ("HUD") under the National Manufactured
Home Construction and Safety Standards Act of 1974. These
standards were revised effective July 1, 1994 to require stricter
wind load and set-up standards, especially with respect to homes
sold in certain coastal and other areas which are commonly
subject to severe wind conditions. HUD has also issued new
thermal standards for manufactured housing, effective October 26,
1994, relating principally to insulation ratings and use of storm
windows. See "Regulation."
The Registrant furnishes to each purchaser of a new home
manufactured by the Registrant a one or five year limited warran-
ty against defects in materials and workmanship, except for
equipment and furnishings supplied by other manufacturers which
are frequently covered by the manufacturers' warranties.
Sales
The Registrant sells manufactured homes through 152 Regis-
trant owned and operated sales centers located in 18 states
primarily in the southeast and southwest. See "Manufactured Home
Sales Centers" at page 15 herein The Registrant opened 32 new
sales centers and closed 1 sales center in fiscal 1994. Each of
the Registrant's sales centers is assigned Registrant-trained
sales personnel. Each
4
salesperson is paid a commission based on the gross margin of
his or her sales, and each sales manager is paid a commission
based on the profit of the sales center. These commissions
may be reduced if certain operational objectives are not met.
The Registrant operates its sales centers under the names
Oakwood (Registered Mark) Mobile Homes, Freedom Homes (Registered
Mark), Victory Homes and Golden Homes (Registered Mark). At its
sales centers, the Registrant sells homes manufactured by it as well
as by other manufacturers. In fiscal 1994, approximately 76% of the
Registrant's total dollar volume of sales represented sales of new
homes at retail of which approximately 74% represented sales of new
homes at retail manufactured by the Registrant and 26% represented
sales of new homes at retail manufactured by others. The Registrant
has not had difficulty purchasing homes from independent
manufacturers and believes an adequate supply of such homes is
available to meet its needs. The Registrant uses purchases from
independent manufacturers to supplement its manufacturing until
there is sufficient demand to open a new plant.
The Registrant also sells used homes acquired in trade-ins.
At September 30, 1994, the Registrant's inventory of used homes
was 1,013 homes as compared to 805 homes at September 30, 1993.
Used homes in inventory include both trade-ins and repossessed
units.
The Registrant also sells its homes to approximately 170
independent retailers located primarily in California, Oregon and
Washington as well as in eight other western states. Sales to
these independent retail dealers accounted for approximately 21%
of the Registrant's total dollar volume of sales in fiscal 1994.
Prior to its acquisition of Golden West, the Registrant sold its
homes exclusively at retail.
During recent years, the Registrant has placed increased
emphasis on the sale of multi-section homes. In fiscal 1994, the
Registrant's sales of new multi-section homes were 38% of the
total number of new homes sold, reflecting the fact that in
fiscal 1994 approximately 93% of Golden West's unit sales were of
multi-section homes.
The retail sales price for new single section homes sold by
the Registrant in fiscal 1994 generally ranged from $12,000 to
$40,000 with a mean sales price of approximately $23,900. The
retail sales price of multi-section homes sold by the Registrant
(excluding those sold by Golden West) generally ranged from
$23,000 to $65,000, with a mean sales price of approximately
$42,800. The retail sales price for new multi-section homes sold
by Golden West in fiscal 1994 generally ranged from $40,000 to
$150,000, with a mean sales price of approximately $56,500.
The Registrant's sales have traditionally been higher in the
period from late spring through early fall than in the winter
5
months. Because a substantial majority of the homes manufactured
by the Registrant are sold directly to retail customers, the
Registrant has no significant backlog of orders.
Retail Sales Financing
A significant factor affecting sales of manufactured homes
is the availability and terms of financing. Approximately 85% of
the total number of the Registrant's retail unit sales in fiscal
1994 were financed by installment sale contracts arranged by the
Registrant, each of which generally required a minimum 5% to 20%
downpayment and provided for equal monthly payments generally
over a period of seven to 20 years. In fiscal 1994, of the
aggregate loan originations relating to retail unit sales and
dispositions of repossessed homes, 93% were installment sales
financed and warehoused by the Registrant for investment or later
sale, 6% were installment sales financed by others without
recourse to the Registrant and 1% were installment sales financed
by others with limited recourse to the Registrant. The remaining
15% of unit sales were paid for with cash. At September 30,
1994, the Registrant held installment sale contracts with a prin-
cipal balance of approximately $335,011,000 and serviced an
additional $507,856,000 principal balance of installment sale
contracts the substantial majority of which it originated and
sold to investors. A substantial majority of the installment
sale contracts held by the Registrant are pledged to financial
institutions as collateral for loans to the Registrant.
The Registrant from time to time considers the purchase of
manufactured home installment sale portfolios originated by
others as well as servicing rights to such portfolios. In fiscal
1994, the Registrant purchased the servicing rights to a $60
million portfolio of Federal Housing Administration ("FHA") and
Veterans Administration ("VA") loans securitized through the
Government National Mortgage Association ("GNMA").
The Registrant is responsible for the processing of credit
applications with respect to customers seeking financing. The
Registrant uses a credit scoring system, updated in fiscal 1994,
to enhance its credit decision-making process. The most signifi-
cant criteria in the system are the stability, income and credit
history of the borrower. This system requires a minimum credit
score before the Registrant will consider underwriting a con-
tract. This system allows the Registrant the ability to stan-
dardize its credit-making decisions.
The Registrant retains a security interest in any home it
finances. In addition, the Registrant sometimes obtains a
security interest in the real property on which a home is af-
fixed.
The Registrant is responsible for all collection and servic-
ing activities with respect to installment sale contracts it
owns, as
6
well as with respect to certain contracts which the
Registrant originated and sold. The Registrant receives servic-
ing fees with respect to installment sale contracts which it has
sold but continues to service.
The Registrant's ability to finance installment sale con-
tracts is dependent on the availability of funds to the Regis-
trant. The Registrant obtains funds to finance installment sale
contracts through sales of notes and REMIC Trust certificates to
institutional investors, loans from banks, public sales of
securities and internally generated funds. In April 1994, the
Registrant sold through an underwritten public offering $161
million of REMIC securities. On September 3, 1994, the Regis-
trant filed a shelf registration statement for the registration
of $500 million of pass-through securities backed by installment
sale contracts and/or mortgage loans. In November 1994, the
Company sold approximately $121 million of securities issued
under the shelf registration.
The Registrant also obtains financing from loans insured by
the FHA and VA. These installment sale contracts are permanently
funded through the GNMA pass-through program, under which the
Registrant issues obligations guaranteed by GNMA. During fiscal
1994, the Registrant issued approximately $2 million in obliga-
tions guaranteed by GNMA. Issuance of VA and FHA insured obliga-
tions minimizes the Registrant's exposure to losses on credit
sales.
The Registrant uses short-term credit facilities and inter-
nally generated funds to support installment sale contracts until
a pool of installment sale contracts is accumulated to provide
collateral for long-term financing which is generally at fixed
rates.
The Registrant also provides permanent financing for certain
of its homes sold by independent dealers. During fiscal 1994,
the Registrant financed approximately $14 million or 11% of the
unit sales of its homes by independent dealers. The Registrant
expects to finance an increased percentage of such sales as it
integrates Golden West into its operations.
In the past, the Registrant sold a significant number of
installment sale contracts to unrelated financial institutions
with full recourse to the Registrant in the event of default by
the buyer. The Registrant receives endorsement fees from finan-
cial institutions for installment sale contracts it has placed
with them on such a basis. Such fees totalled $1,172,000 in
fiscal 1994. The Registrant's contingent liability on install-
ment sale contracts sold to financial institutions with full and
limited recourse was approximately $107 million at September 30,
1994.
7
Retailer Financing
Substantially all of the independent retailers who purchase
homes from the Registrant finance new home inventories through
wholesale credit lines provided by third parties under which a
financial institution provides the retailer with a credit line
for the purchase price of the home and maintains a security
interest in the home as collateral. A wholesale credit line is
used by the retailer to finance the acquisition of its display
models, as well as to finance the initial purchase of a home from
a manufacturer until the home buyers obtain permanent financing
or otherwise pay the dealer for the installed home. In connec-
tion with the wholesale financing arrangement, the financial
institution requires the Registrant to enter into a repurchase
agreement with the financial institution under which the Regis-
trant is obligated, upon default by the retailer, to repurchase
its homes. Under the terms of such repurchase agreements, the
Registrant agrees to repurchase homes at declining prices over
the period of the agreement (usually twelve months). At Septem-
ber 30, 1994, the Registrant estimates that its contingent
liability under these repurchase agreements was approximately $24
million. The Registrant's losses under these arrangements have
not been significant.
Delinquency and Repossession
In the event an installment sale contract becomes delin-
quent, the Registrant or the financial institution that has
purchased the contract with full recourse to the Registrant
normally contacts the customer within 8 to 25 days thereafter in
an effort to have the default cured. The Registrant generally
repossesses the home after payments have become 60 to 90 days
delinquent if the Registrant is not able to work out a satisfac-
tory arrangement with the customer. Thereafter the Registrant is
required to repurchase the installment sale contract if it has
been sold to a financial institution with full recourse. After
repossession, the Registrant transports the home to a Registrant
owned and operated sales center where the Registrant attempts to
resell the home or contracts with an independent party to remark-
et the home.
In an effort to minimize repossessions on contracts sold
with full recourse, the Registrant monitors the servicing and
collection efforts of many of the financial institutions to which
the Registrant has sold installment sale contracts with full
recourse. In addition, the Registrant performs the collection
work on all installment sale contracts it has sold with recourse
to three of its major purchasers of installment sale contracts.
The Registrant is currently responsible for collection activities
on approximately 63% of the installment sale contracts which it
has sold to independent financial institutions with full re-
course. The Registrant is paid a fee by the financial institu-
tions for performing this service.
8
The Registrant maintains a reserve for estimated credit
losses on installment sale contracts owned by the Registrant or
sold to third parties with full or limited recourse. The Regis-
trant provides for losses on credit sales in amounts necessary to
maintain the reserves at amounts the Registrant believes are
sufficient to provide for future losses based on the Registrant's
historical loss experience, current economic conditions and
portfolio performance measures. Actual repossession experience
and changes in economic conditions and portfolio performance may
result in adjustments to the reserve for losses on credit sales
which are not related to current year retail credit sales. For
fiscal 1994, 1993 and 1992, as a result of expenses incurred due
to defaults and repossessions, $4,835,000, $3,328,000 and
$4,239,000, respectively, was charged to the reserve for losses on
credit sales. The Registrant's reserve for losses on credit
sales at September 30, 1994 was $17,686,000 as compared to
$12,477,000 at September 30, 1993 and $7,360,000 at September 30,
1992. In fiscal 1994, 1993 and 1992, the Registrant repossessed
1,365, 1,149 and 1,277 homes, respectively. The Registrant's
inventory of repossessed homes was 348 homes at September 30,
1994 as compared to 324 homes at September 30, 1993 and 352 homes
at September 30, 1992. The estimated net realizable value of
repossessed homes in inventory at September 30, 1994 was
$2,902,000.
The Registrant's net losses resulting from repossessions as
a percentage of the average principal amount of loans outstanding
for fiscal 1994, 1993 and 1992 was 0.66%, 0.61% and 0.97%,
respectively.
At September 30, 1994 and September 30, 1993, the Registran-
t's delinquent installment sale contracts expressed as a percent-
age of the total number of installment sale contracts which the
Registrant services or has sold with full recourse and are
serviced by others were as follows:
Total Number Delinquency Percentage
of Contracts September 30, 1994
30 days 60 days 90 days Total
Registrant-serviced
contracts....... 45,046(1) 1.1% 0.3% 0.6% 2.0%(2)
Contracts sold with
full recourse
and serviced
by others....... 7,503 1.5% 0.3% 0.6% 2.4%
9
Total Number Delinquency Percentage
of Contracts September 30, 1993
30 days 60 days 90 days Total
Registrant-serviced
contracts....... 30,529(1) 0.9% 0.3% 0.5% 1.7%
Contracts sold with
full recourse
and serviced
by others....... 9,769 1.4% 0.3% 0.5% 2.2%
______________
(1)Excludes certain loans originated in September of each
year which were being processed at year end and which were not
entered into the loan servicing system until October.
(2)Includes servicing rights to a pool of manufactured
housing installment sales contracts purchased in September 1994
that were not originated by the Registrant and had not been
serviced by the Registrant prior to its acquisition of the pool.
The total delinquencies expressed as a percentage of all Regis-
trant-serviced contracts, exclusive of this pool, at September
30, 1994 was 1.7%.
At September 30, 1994 and September 30, 1993, the Regis-
trant's delinquent installment sale contracts expressed as a
percentage of the total outstanding principal balance of install-
ment sale contracts which the Registrant services or has sold
with full recourse and are serviced by others were as follows:
Total Value Delinquency Percentage
of Contracts September 30, 1994
30 days 60 days 90 days Total
Registrant-serviced
contracts....... $831,873,000(1) 1.0% 0.3% 0.6% 1.9%
Contracts sold with
full recourse
and serviced
by others....... $75,000,000 1.7% 0.3% 0.7% 2.7%
Total Value Delinquency Percentage
of Contracts September 30, 1993
30 days 60 days 90 days Total
Registrant-serviced
contracts....... $524,177,000(1) 0.8% 0.2% 0.5% 1.5%
Contracts sold with
full recourse
and serviced
by others....... $120,000,000 1.4% 0.3% 0.5% 2.2%
______________
10
(1)Excludes certain loans originated in September of each
year which were being processed at year end and which were not
entered into the loan servicing system until October.
Insurance
The Registrant acts as agent for certain insurance companies
and earns commissions on homeowners insurance and credit life
insurance written for its customers. The Registrant requires
customers purchasing homes pursuant to installment sale contracts
to have homeowners insurance until the principal balance of the
contract is paid. In fiscal 1994, 81% of the Registrant's custo-
mers obtained homeowners insurance through the Registrant and 33%
obtained credit life insurance through the Registrant. Histori-
cally, a substantial number of such customers have renewed these
policies through the Registrant for which the Registrant receives
renewal commissions. The Registrant's commissions may be in-
creased based on the actual loss experience under homeowners
policies written by the Registrant.
The Registrant reinsures, through a subsidiary, substantial-
ly all of the credit life insurance written by it. The subsidi-
ary's contingent liability is without recourse to the Registrant.
Manufactured Housing Communities
The Registrant's manufactured housing communities offer
residential settings for the Registrant's products. The Regis-
trant attempts to achieve full occupancy at each of its rental
communities and then considers a sale of the community. The
Registrant expects to continue to develop communities and to
consider the sale of communities as part of its ongoing business.
The Registrant owns manufactured housing rental communities
in Augusta, Georgia, Winchester, Virginia and Zephyrhills,
Florida and is beginning the development of three new rental
communities in Lima, Ohio, Springfield, Missouri and Conway,
South Carolina. The Florida, Ohio, Missouri and South Carolina
properties were purchased in 1994.
The Registrant is developing four manufactured housing
subdivisions at Calabash, Greensboro, Hendersonville and
Pinehurst, North Carolina. The Pinehurst subdivision surrounds
an existing golf course included in the property. In these
subdivisions, homes and lots are sold together.
The Registrant also owns a 50% interest in a recreational
vehicle campground and adjoining undeveloped land located at
Deltaville, Virginia.
11
Competition
The manufactured housing industry is highly competitive with
particular emphasis on price, financing terms and features
offered. There are numerous retail dealers and financing sources
in most locations where the Registrant conducts retail opera-
tions. Several of these sources are larger than the Registrant
and have greater financial resources. There are numerous firms
producing manufactured homes in the Registrant's market area,
many of which are in direct competition with the Registrant.
Several of these manufacturers, which generally sell their homes
through independent dealers, are larger than the Registrant and
have greater financial resources.
The Registrant believes that its vertical integration gives
it a competitive advantage over many of its competitors. The
Registrant competes on the basis of reputation, quality, financ-
ing ability, service, features offered and price.
Manufactured homes are a form of permanent, low-cost housing
and are therefore in competition with other forms of housing,
including site-built and prefabricated homes and apartments.
Historically, manufactured homes have been financed as personal
property with financing that has shorter maturities and higher
interest rates than have been available for site-built homes. In
recent years, however, there has been a growing trend toward
financing manufactured housing with maturities more similar to
the financing of real estate, especially when the manufactured
housing is attached to permanent foundations on individually-
owned lots. Multi-section homes are often attached to permanent
foundations on individually-owned lots. As a result, maturities
for certain manufactured housing loans have moved closer to those
for site-built housing.
Regulation
A variety of laws affect the financing of manufactured homes
by the Registrant. The Federal Consumer Credit Protection Act
(Truth-in-Lending) and Regulation Z promulgated thereunder
require written disclosure of information relating to such
financing, including the amount of the annual percentage rate and
the finance charge. The Federal Fair Credit Reporting Act also
requires certain disclosures to potential customers concerning
credit information used as a basis to deny credit. The Federal
Equal Credit Opportunity Act and Regulation B promulgated there-
under prohibit discrimination against any credit applicant based
on certain specified grounds. The Federal Trade Commission has
adopted or proposed various Trade Regulation Rules dealing with
unfair credit and collection practices and the preservation of
consumers' claims and defenses. The Federal Trade Commission
regulations also require disclosure of a manufactured home's
insulation specification. Installment sale contracts eligible
for
12
inclusion in the GNMA Program are subject to the credit
underwriting requirements of the FHA or VA. A variety of state
laws also regulate the form of the installment sale contracts and
the allowable deposits, finance charge and fees chargeable
pursuant to installment sale contracts. The sale of insurance
products by the Registrant is subject to various state insurance
laws and regulations which govern allowable charges and other
insurance practices.
The Registrant is also subject to the provisions of the Fair
Debt Collection Practices Act, which regulates the manner in
which the Registrant collects payments on installment sale
contracts, and the Magnuson-Moss Warranty -- Federal Trade
Commission Improvement Act, which regulates descriptions of
warranties on products. The descriptions and substance of the
Registrant's warranties are also subject to state laws and
regulations.
The Registrant's manufacture of homes is subject to the
National Manufactured Housing Construction and Safety Standards
Act of 1974. In 1976, the Department of Housing and Urban
Development ("HUD") promulgated regulations under this Act
establishing comprehensive national construction standards
covering many aspects of manufactured home construction, includ-
ing structural integrity, fire safety, wind loads and thermal
protection. A HUD designated inspection agency regularly in-
spects the Registrant's manufactured homes for compliance during
construction. The Registrant believes the homes it manufactures
comply with all present HUD requirements. HUD promulgated new
regulations, effective July 1, 1994, relating to wind loads and
set-up requirements, particularly with respect to homes sold in
areas commonly subject to severe wind conditions. HUD has also
issued new thermal standards for manufactured housing, effective
October 26, 1994, relating principally to insulation ratings and
use of storm windows. The Registrant intends to increase prices
to recover these costs and maintain its gross margins.
Bonneville Power, a public electrical utility operating in
all or part of several western states, has agreements with
utilities in Oregon, Washington, western Idaho and western
Montana which provide producers of manufactured housing with a
subsidy of $2,500 ($1,500 effective October 1994) for each
manufactured home meeting the energy efficiency standards of the
Manufactured Housing Acquisition Program ("MAP"). The Registrant
currently constructs all of its manufactured homes sold in areas
served by Bonneville Power in accordance with MAP. MAP is
scheduled to terminate in 1996.
The transportation of manufactured homes on highways is
subject to regulation by various Federal, state and local author-
ities. Such regulations may prescribe size and road use limita-
tions and impose lower than normal speed limits and various other
requirements. Manufactured homes are also subject to local
zoning and housing regulations.
13
Financial Information About Industry Segments
Financial information for each of the three fiscal years in
the period ended September 30, 1994 with respect to the
Registrant's manufactured home operations, retail sales financing
operations and manufactured housing community operations are
incorporated herein by reference to page 19 of the Registrant's
1994 Annual Report to Shareholders.
Employees
At September 30, 1994, the Registrant employed 3,586 per-
sons, of which 1,275 were engaged in sales and service, 1,906 in
manufacturing and 405 in executive, administrative and clerical
positions.
Item 2 - Properties
Offices
The Registrant leases executive office space in Greensboro,
North Carolina. The Registrant also owns two office buildings
located in two adjacent three-story buildings in Greensboro,
North Carolina. This facility is situated on a tract of approxi-
mately five acres on which is also located a sales center and
other buildings used as offices. The Registrant also owns
various tracts near these offices. These properties were subject
to mortgages with an aggregate balance of $141,757 at Septem-
ber 30, 1994. Because of its growth, in fiscal 1994 the Regis-
trant began construction of a new executive office building or
other property it owns in Greensboro, North Carolina. The
Registrant also leases office space in Texas and in California.
Manufacturing Facilities
The location and ownerships of the Registrant's production
facilities are as follows:
Owned/
Location Leased
Richfield, North Carolina Owned
Richfield, North Carolina Owned
Rockwell, North Carolina Owned
Rockwell, North Carolina Owned
Pinebluff, North Carolina Owned
Hillsboro, Texas Owned
Hillsboro, Texas Owned
Ennis, Texas Owned
14
Pulaski, Tennessee Leased
Albany, Oregon Leased/Owned
Sacramento, California Leased
Perris, California Owned
Fort Morgan, Colorado Owned
These facilities are located on tracts of land generally
ranging from 10 to 45 acres. The production area in these
facilities ranges from approximately 50,000 to 125,000 square
feet.
The land and buildings at these facilities were subject to
mortgages with an aggregate balance of $9,872,564 at September
30, 1994.
The Registrant's manufacturing facilities are generally one
story metal prefabricated structures. The Registrant believes
its facilities are in good condition.
Based on the Registrant's normal manufacturing schedule of
one shift per day for a five-day week, the Registrant believes
that its thirteen plants have the capacity to produce approxi-
mately 32,250 floors annually, depending on product mix. During
fiscal 1994, the Registrant manufactured 19,820 floors at ten
plants, which includes the production of the Golden West facili-
ties. The Registrant's first Hillsboro, Texas facility opened in
early fiscal 1994 and operated at 46% capacity during fiscal
1994. The Registrant's Ennis, Texas plant opened in September,
1994 and produced 60 floors in fiscal 1994. The Registrant's
second Hillsboro, Texas plant and Fort Morgan, Colorado and
Pulaski, Tennessee plants opened in October, 1994.
Manufactured Home Sales Centers
The Registrant's manufactured home retail sales centers con-
sist of tracts of from 3/4 to 4 1/2 acres of land on which manu-
factured homes are displayed, each with a sales office containing
from approximately 600 to 1,300 square feet of floor space. The
Registrant's 152 sales centers are located in 18 states distrib-
uted as follows: North Carolina (55), Texas (25), South Carolina
(18), Virginia (13), Tennessee (7), Kentucky (6), Missouri (5),
Arkansas (3), Delaware (3), Georgia (3), West Virginia (3), New
Mexico (2), Idaho (2), Oklahoma (2), Alabama (2), Ohio (1),
Arizona (1) and California (1).
Twenty-five sales centers are on property owned by the
Registrant and the other locations are leased by the Registrant
for a specified term of from one to ten years or on a month-to-
month basis. Rents paid by the Registrant during the year ended
Septem-
15
ber 30, 1994 for the leased sales centers totalled approximately
$3,099,000.
Manufactured Housing Communities
The Registrant owns and manages manufactured housing rental
communities at the following locations with the acreage and
number of rental spaces indicated:
Total
Spaces Spaces
Location of Community Acres Planned Completed
Augusta, Georgia 150 324 66
Winchester, Virginia 169 598 181
Zephyrhills, Florida 128 622 150
Lima, Ohio 58 270 ---
Springfield, Missouri 90 484 ---
Conway, South Carolina 110 312 ---
The Registrant is developing manufactured housing subdivi-
sions at the following locations and with the acreage and number
of lots indicated:
Lots
Location of Community Acres Planned
Calabash, North Carolina 34 146
Greensboro, North Carolina 56 115
Hendersonville, North Carolina 71 288
Pinehurst, North Carolina 247 200
The Registrant also owns a 50% interest in a recreational
vehicle campground and adjoining undeveloped land located in
Deltaville, Virginia. At September 30, 1994, this property was
subject to a mortgage with a total balance of $1,216,667.
Item 3 - Legal Proceedings
The Registrant is a defendant in certain suits which are
incidental to the conduct of its business.
Item 4 - Submission of Matters to a Vote of Security Holders
Not applicable.
Separate Item - Executive Officers of the Registrant
Information as to executive officers of the Registrant who
are directors and nominees of the Registrant is incorporated
herein by reference to the section captioned Election of Direc-
tors of the Registrant's Proxy Statement for the Annual Meeting
of Shareholders to be held February 1, 1995. Information as to
the executive offi-
16
cers of the Registrant who are not directors or nominees is as
follows:
Name Age Information About Officer
Larry T. Gilmore 53 Executive Vice President -
Consumer Finance of Oakwood
Acceptance Corporation (the
Registrant's finance subsid-
iary) since 1994; Vice Presi-
dent and Chief Operating Offi-
cer of Oakwood Acceptance
Corporation 1991-1994; Vice
President, Vanderbilt Mortgage
& Finance, Inc. (financier of
manufactured homes) 1988-1991.
Douglas R. Muir 40 Senior Vice President and Sec-
retary since 1994; Treasurer
since 1993; Partner, Price Wa-
terhouse LLP, 1988-1993.
Jeffrey D. Mick 42 Senior Vice President since
1994; Controller since 1992;
Executive Vice President - Op-
erations/Distribution, Bren-
dle's Incorporated (discount
department store retailer),
1990-1992; Executive Vice
President and Chief Financial
Officer, Brendle's Incorporat-
ed, 1986-1990. In November
1992, Brendle's Incorporated
filed for reorganization under
Chapter 11 of the United
States Bankruptcy Code.
J. Michael Stidham 41 Executive Vice President -
Sales and Marketing of Oakwood
Mobile Homes, Inc. (the Regi-
strant's retail sales subsid-
iary) since 1994; Vice Presi-
dent and Chief Operating Offi-
cer of Oakwood Mobile Homes,
Inc. 1992-1994; Vice President
of Oakwood Mobile Homes, Inc.,
1989-1992.
All executive officers were elected to their current posi-
tions at annual meetings of the Board of Directors of the Regis-
trant or its subsidiaries held on February 2, 1994. Each officer
holds
17
office until his or her death, resignation, retirement,
removal or disqualification or until his or her successor is
elected and qualified.
PART II
Items 5-8
Items 5 and 7-8 are incorporated herein by reference to
pages 14 to 43 of the Registrant's 1994 Annual Report to Share-
holders and to the sections captioned Securities Exchange Listing
and Number of Shareholders of Record on the inside back cover
page of the Registrant's 1994 Annual Report to Shareholders.
Item 6 is incorporated herein by reference to the information
captioned "Net Sales," "Financial Services Income," "Endorsement
Fees," "Insurance Commissions," "Other Income," "Net Income,"
"Per Share Data--Earnings-primary and Earnings-fully diluted,"
"Total Assets," "Notes and Bonds Payable" and "Per Share Data-
Cash Dividends" for the five fiscal years ended September 30,
1994 on page 44 of the Registrant's 1994 Annual Report to Share-
holders.
Item 9 - Changes in and Disagreements with Accountants on Ac-
counting and Financial Disclosures
Not applicable.
PART III
Items 10-13
Items 10-13 are incorporated herein by reference to the sec-
tions captioned Principal Holders of the Common Stock and Hold-
ings of Management, Election of Directors, Compensation Committee
Interlocks and Insider Participation, Executive Compensation,
Compensation of Directors, Employment Contracts, Termination of
Employment and Change in Control Arrangements and Compliance with
Section 16(a) of Securities Exchange Act of 1934 of the
Registrant's Proxy Statement for the Annual Meeting of Share-
holders to be held February 1, 1995 and to the separate item in
Part I of this Report captioned Executive Officers of the Regis-
trant.
PART IV
Item 14 - Exhibits, Financial Statement Schedules, and Reports on
Form 8-K
(a) Financial Statement Schedules. See accompanying Index
to Financial Statement Schedules.
(b) Exhibits.
18
3.1 Restated Charter of the Registrant dated January
25, 1984 (Exhibit 3.2 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended
September 30, 1984).
3.2 Amendment to Restated Charter of the Registrant
dated February 18, 1988 (Exhibit 3 to the Reg-
istrant's Annual Report on Form 10-K for the
fiscal year ended September 30, 1988).
3.3 Amendment to Restated Charter of the Registrant
dated April 23, 1992 (Exhibit 3.3 to the Regis-
trant's Annual Report on Form 10-K for the fiscal
year ended September 30, 1992).
3.4 Restated Bylaws of the Registrant dated November
16, 1990 (Exhibit 3 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended
September 30, 1990).
4.1 Indenture Between Oakwood Funding Corporation and
Sovran Bank, N.A. dated as of October 1, 1989
(Exhibit 4.1 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended September 30,
1989).
4.2 Shareholder Protection Rights Agreement between
the Registrant and Wachovia Bank of North Caroli-
na, N.A., as Rights Agent (Exhibit 4.1 to the
Registrant's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1991).
4.3 Agreement to Furnish Copies of Instruments With
Respect to Long Term Debt (filed herewith).
* 10.1 The Registrant's 1980 Incentive Compensation Plan
(Exhibit 10B to the Registrant's Annual Report on
Form 10-K for the fiscal year ended September 30,
1980).
* 10.2 Form of Disability Agreement (Exhibit 10.1 to the
Registrant's Annual Report on Form 10-K for the
fiscal year ended September 30, 1984).
* 10.3 Schedule identifying omitted Disability Agree-
ments which are substantially identical to the
Form of Disability Agreement and payment sched-
ules under Disability Agreements (Exhibit 10.2 to
the Registrant's Annual Report on Form 10-K for
the fiscal year ended September 30, 1984).
19
* 10.4 Form of Retirement Agreement (Exhibit 10.3 to the
Registrant's Annual Report on Form 10-K for the
fiscal year ended September 30, 1984).
* 10.5 Schedule identifying omitted Retirement Agree-
ments which are substantially identical to the
Form of Retirement Agreement and payment sched-
ules under Retirement Agreements (Exhibit 10.4 to
the Registrant's Annual Report on Form 10-K for
the fiscal year ended September 30, 1984).
* 10.6 Oakwood Homes Corporation 1985 Non-Qualified
Stock Option Plan (Exhibit 10.1 to the Registra-
nt's Annual Report on Form 10-K for the fiscal
year ended September 30, 1985).
10.7 Oakwood Homes Corporation 1986 Nonqualified Stock
Option Plan for Non-Employee Directors (Exhibit
10.1 to the Registrant's Annual Report on Form
10-K for the fiscal year ended September 30,
1986).
10.8 Guaranty Agreement between the Registrant and
First Union National Bank dated as of December 1,
1985 (Exhibit 10.20 to the Registrant's Registra-
tion Statement on Form S-2, filed on March 17,
1987).
* 10.9 Oakwood Homes Corporation 1981 Incentive Stock
Option Plan, as amended and restated (Exhibit
10.1 to the Registrant's Annual Report on Form
10-K for the fiscal year ended September 30,
1987).
* 10.10 Oakwood Homes Corporation and Designated Subsid-
iaries Deferred Income Plan for Key Employees
(Exhibit 10.2 to the Registrant's Annual Report
on Form 10-K for the fiscal year ended September
30, 1987).
10.11 Amendment No. 1 to Guaranty Agreement dated De-
cember 1, 1985 (Exhibit 10.4 to the Registrant's
Annual Report on Form 10-K for the fiscal year
ended September 30, 1987).
10.12 Amendment No. 2 to Guaranty Agreement dated De-
cember 1, 1985 (Exhibit 10.4 to the Registrant's
Annual Report on Form 10-K for the fiscal year
ended September 30, 1988).
* 10.13 Oakwood Homes Corporation Management Incentive
Compensation Plan (Exhibit 10.3 to the
Registrant's Annual Report on Form 10-K for the
fiscal year ended September 30, 1990).
20
* 10.14 Form of Employment Agreement (Exhibit 10.4 to the
Registrant's Annual Report on Form 10-K for the
fiscal year ended September 30, 1990).
* 10.15 Schedule identifying omitted Employment Agree-
ments which are substantially identical to the
Form of Employment Agreement (Exhibit 10.5 to the
Registrant's Annual Report on Form 10-K for the
fiscal year ended September 30, 1990).
* 10.16 Amendment to the Registrant's 1980 Incentive
Compensation Plan (Exhibit 10.21 to the Regist-
rant's Registration Statement on Form S-2, filed
on April 13, 1991).
10.17 Oakwood Homes Corporation 1990 Director Stock
Option Plan (Exhibit 10.24 to the Registrant's
Form S-2 filed on April 13, 1991).
* 10.18 Oakwood 1990 Long Term Performance Plan, as am-
ended (Exhibit 4 to the Registrant's Registration
Statement on Form S-8, filed on August 3, 1992).
* 10.19 Amended and Restated Executive Retirement Benefit
Employment Agreement between the Registrant and
Nicholas J. St. George (Exhibit 10.21 to the
Registrant's Annual Report on Form 10-K for the
fiscal year ended September 30, 1992).
* 10.20 Amended and Restated Executive Disability Benefit
Agreement between the Registrant and Nicholas J.
St. George (Exhibit 10.22 to the Registrant's
Annual Report on Form 10-K for the fiscal year
ended September 30, 1992).
* 10.21 Executive Retirement Benefit Employment Agreement
between the Registrant and A. Steven Michael
(Exhibit 10 to the Registrant's Quarterly Report
on Form 10-Q for the quarter ended June 30, 1993).
* 10.22 Amendment to 1990 Oakwood Long Term Performance
Plan (Exhibit 10.1 to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended March
31, 1993).
* 10.23 Amendment No. 1 to the Oakwood Homes Corporation
and Designated Subsidiaries Deferred Income Plan
for Key Employees (Exhibit 10.2 to the
Registrant's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1993).
21
* 10.24 Form of Oakwood Homes Corporation and Designated
Subsidiaries Deferred Compensation Agreement for
Key Employees (Exhibit 10.3 to the Registrant's
Quarterly Report on Form 10-Q for the quarter
ended March 31, 1993).
* 10.25 Form of First Amendment to Employment Agreement
between the Registrant and each of Nicholas J.
St. George, Robert D. Harvey, Sr. and A. Steven
Michael (Exhibit 10.1 to the Registrant's Quar-
terly Report on Form 10-Q for the quarter ended
December 31, 1993)
* 10.26 First Amendment to Amended and Restated Executive
Retirement Benefit Employment Agreement between
the Registrant and Nicholas J. St. George (Exhib-
it 10.2 to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended December 31,
1993)
* 10.27 First Amendment to Executive Retirement Benefit
Employment Agreement between the Registrant and
Robert D. Harvey, Sr. (Exhibit 10.3 to the Regi-
strant's Quarterly Report on Form 10-Q for the
quarter ended December 31, 1993)
* 10.28 First Amendment to Executive Retirement Benefit
Employment Agreement between the Registrant and
A. Steven Michael (Exhibit 10.4 to the Registra-
nt's Quarterly Report on Form 10-Q for the quar-
ter ended December 31, 1993)
* 10.29 First Amendment to Amended and Restated Executive
Disability Benefit Agreement between the Regis-
trant and Nicholas J. St. George (Exhibit 10.5 to
the Registrant's Quarterly Report on Form 10-Q
for the quarter ended December 31, 1993)
* 10.30 First Amendment to Executive Disability Benefit
Agreement between the Registrant and Robert D.
Harvey, Sr. (Exhibit 10.6 to the Registrant's
Quarterly Report on Form 10-Q for the quarter
ended December 31, 1993)
* 10.31 Form of Executive Retirement Benefit Agreement
between the Registrant and each of James D. Cast-
erline, Larry T. Gilmore, C. Michael Kilbourne,
J. Michael Stidham and Larry M. Walker (Exhibit
10.7 to the Registrant's Quarterly Report on Form
10-Q for the quarter ended December 31, 1993)
* 10.32 Schedule identifying omitted Executive Retirement
Benefit Employment Agreements which are substan-
22
tially identical to the Form of Executive Retire-
ment Benefit Agreement in Exhibit 10.31 and pay-
ment schedules under Executive Retirement Benefit
Employment Agreements (Exhibit 10.8 to the Regis-
trant's Quarterly Report on Form 10-Q for the
quarter ended December 31, 1993)
* 10.33 Form of Performance Unit Agreement dated November
16, 1993 (Exhibit 10.1 to the Registrant's Quar-
terly Report on Form 10-Q for the quarter ended
June 30, 1994)
* 10.34 Schedule identifying omitted Performance Unit
Agreements which are substantially identical to
the Form of Performance Unit Agreement and the
target number of performance units under Perfor-
mance Unit Agreements (Exhibit 10.2 to the Regis-
trant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1994)
11 Calculation of Earnings Per Share (filed here-
with).
13 The Registrant's 1994 Annual Report to Sharehold-
ers. This Annual Report to Shareholders is fur-
nished for the information of the Commission only
and, except for the parts thereof incorporated by
reference in this Report on Form 10-K, is not
deemed to be "filed" as a part of this filing
(filed herewith).
21 List of the Registrant's Subsidiaries (filed
herewith).
23.1 Consent of Price Waterhouse LLP (filed herewith).
23.2 Consent of Price Waterhouse LLP (filed herewith).
23.3 Consent of Arthur Andersen LLP (filed herewith).
27 Financial Data Schedule (Filed in electronic
format only). This schedule is furnished for the
information of the Commission and shall not be
deemed "filed" for purposes of Section 11 of the
Securities Act of 1933, Section 18 of the Securi-
ties Exchange Act of 1934 and Section 323 of the
Trust Indenture Act.
_____________
* Indicates a management contract or compensatory plan or
arrangement required to be filed as an exhibit to this Form 10-K.
23
(c) Reports on Form 8-K. No reports on Form 8-K have been
filed during the last quarter of the period covered by
this Report.
24
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this Annual Report to be signed on its behalf by the undersigned
thereunto duly authorized.
OAKWOOD HOMES CORPORATION
By: /s/ C. Michael Kilbourne
Name: C. Michael Kilbourne
Title: Vice President
Dated: December 23, 1994
Pursuant to the requirements of the Securities Exchange Act
of 1934, this Annual Report has been signed below by the follow-
ing persons on behalf of the Registrant and in the capacities and
on the date indicated.
Signature Capacity Date
/s/ Ralph L. Darling Director and Chairman December 23, 1994
Ralph L. Darling of the Board
/s/ Nicholas J. St. George Director and President December 23, 1994
Nicholas J. St. George (Principal Executive
Officer)
/s/ Robert D. Harvey Director and Executive December 23, 1994
Robert D. Harvey Vice President
Director and Executive December 23, 1994
A. Steven Michael Vice President
/s/ Dennis I. Meyer Director December 23, 1994
Dennis I. Meyer
/s/ Kermit G. Phillips, II Director December 23, 1994
Kermit G. Phillips, II
Director December 23, 1994
S. Gray Steifel, Jr.
25
/s/ Sabin C. Streeter Director December 23, 1994
Sabin C. Streeter
Director December 23, 1994
Francis T. Vincent, Jr.
/s/ Clarence W. Walker Director December 23, 1994
Clarence W. Walker
/s/ H. Michael Weaver Director December 23, 1994
H. Michael Weaver
/s/ C. Michael Kilbourne Vice President December 23, 1994
C. Michael Kilbourne (Principal Financial
Officer)
/s/ Douglas R. Muir Treasurer (Principal December 23, 1994
Douglas R. Muir Accounting Officer)
26
OAKWOOD HOMES CORPORATION
INDEX TO FINANCIAL STATEMENT SCHEDULES
The financial statements, together with the report thereon
of Price Waterhouse LLP dated November 1, 1994, except as to Note
4 which is as of November 16, 1994, appearing on pages 20 to 42
of the accompanying 1994 Annual Report to Shareholders, are
incorporated by reference in this Form 10-K Annual Report. With
the exception of the aforementioned information and the informa-
tion incorporated in Items 1, 5, 6, 7 and 8, the 1994 Annual
Report to Shareholders is not deemed to be filed as part of this
report. Financial statement schedules not included in this Form
10-K Annual Report have been omitted because they are not appli-
cable or the required information is shown in the financial
statements or notes thereto.
PAGE
Financial Statement Schedules of Registrant
and Consolidated Subsidiaries
Report of Independent Accountants on
Financial Statement Schedules F-1
Report of Arthur Andersen LLP on financial
statements of Golden West F-2
Supplementary information to notes to
consolidated financial statements F-3
Consolidated Financial Statement Schedules
Schedule IX - Short-term borrowings F-4
27
REPORT OF INDEPENDENT ACCOUNTANTS
ON FINANCIAL STATEMENT SCHEDULES
To the Board of Directors of
Oakwood Homes Corporation
Our audits of the consolidated financial statements referred to
in our report dated November 1, 1994, except as to Note 4, which
is as of November 16, 1994 appearing on page 42 of the 1994
Annual Report to Stockholders of Oakwood Homes Corporation (which
report and consolidated financial statements are incorporated by
reference in this Annual Report on Form 10-K) also included an
audit of the Financial Statement Schedules listed in the accompa-
nying index. In our opinion, these Financial Statement Schedules
present fairly, in all material respects, the information set
forth therein when read in conjunction with the related consoli-
dated financial statements.
PRICE WATERHOUSE LLP
Winston-Salem, North Carolina
November 1, 1994, except as to Note 4,
which is as of November 16, 1994
F-1
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors
of Golden West Homes:
We have audited the accompanying consolidated balance sheet of
GOLDEN WEST HOMES (a California corporation) and subsidiary as of
December 25, 1993, and the related consolidated statements of
income, shareholders equity and cash flows for each of the two
years in the period ended December 25, 1993. 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 financial statements referred to above
present fairly, in all material respects, the financial position
of Golden West Homes and subsidiary as of December 25, 1993, and
the results of their operations and their cash flows for each of
the two years in the period ended December 25, 1993, in conformi-
ty with generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Orange County, California
February 22, 1994
(except with respect to the
matters discussed in Note 13 as to
which the dates are March 14, 1994,
and April 11, 1994)
F-2
OAKWOOD HOMES CORPORATION
AND CONSOLIDATED SUBSIDIARIES
SUPPLEMENTARY INFORMATION TO NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
The components of inventories are as follows:
September 30,
1994 1993 1992
New manufactured homes $ 78,812,000 $ 47,427,000 $ 36,628,000
Used manufactured homes 5,302,000 6,239,000 5,867,000
Homes in progress 1,751,000 1,397,000 1,287,000
Land/homes under
development 1,534,000 697,000 1,311,000
Raw materials and supplies 9,006,000 5,634,000 4,417,000
$ 96,405,000 $ 61,394,000 $ 49,510,000
F-3
SCHEDULE XI
OAKWOOD HOMES CORPORATION
AND CONSOLIDATED SUBSIDIARIES
SHORT-TERM BORROWINGS
Weighted
Average Average
Maximum Amount Interest
Balance Weighted Amount Outstanding rate
at end Average Outstanding During the During the
of year Interest During the Year Year
Rate Year (1) (2)
September 30, 1992
Unsecured Lines of Credit $ 3,000,000 6.0% $ 8,000,000 $ 3,910,000 6.8%
Lines of Credit Secured by
Installment Sale Contracts 0 - $11,118,000 $ 1,410,000 6.7%
Floor Plan Line of Credit
Secured by Inventory 0 - $14,000,000 $ 4,973,000 7.1%
September 30, 1993
Unsecured Lines of Credit $ 8,000,000 5.7% $ 8,000,000 $ 2,359,000 6.0%
Lines of Credit Secured by
Installment Sale Contracts $18,800,000 5.8% $18,800,000 $ 2,898,000 6.3%
Floor Plan Line of Credit
Secured by Inventory 0 - $25,000,000 $ 3,204,000 6.5%
Line of Credit Secured by
Inventory and Receivables(3) $ 1,500,000 6.3% $ 1,500,000 $ 62,000 6.3%
September 30, 1994
Unsecured Lines of Credit 0 - $ 8,000,000 $ 1,216,000 5.9%
Lines of Credit Secured by
Installment Sale Contracts $15,000,000 6.7% $95,000,000 $20,107,000 5.4%
Line of Credit Secured
by Inventory $10,000,000 7.2% $30,000,000 $ 4,332,000 5.7%
Line of Credit Secured by
Inventory and Receivables 0 - $ 2,300,000 $ 198,000 6.9%
(1) Calculated by adding the daily amounts outstanding during the year and dividing
the sum by the total number of days in the year.
(2) Calculated by multiplying the daily amounts outstanding by the applicable interest
rate and dividing the aggregate product by the sum of the daily amounts outstand-
ing during the year.
(3) Line of credit relates to Golden West Homes and the information is stated as of
December 25, 1993. See Note 1 of the financial statements incorporated by
reference herein.
F-4
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C.
EXHIBITS
ITEM 14(a)(3)
FORM 10-K
ANNUAL REPORT
Commission
For the fiscal year ended File Number
September 30, 1994 1-7444
OAKWOOD HOMES CORPORATION
EXHIBIT INDEX
Exhibit No. Exhibit Description
3.1 Restated Charter of the Registrant dated
January 25, 1984 (Exhibit 3.2 to the Regis-
trant's Annual Report on Form 10-K for the
fiscal year ended September 30, 1984).
3.2 Amendment to Restated Charter of the Regis-
trant dated February 18, 1988 (Exhibit 3 to
the Registrant's Annual Report on Form 10-K
for the fiscal year ended September 30, 1988).
3.3 Amendment to Restated Charter of the Regis-
trant dated April 23, 1992 (Exhibit 3.3 to
the Registrant's Annual Report on Form 10-K
for the fiscal year ended September 30, 1992).
3.4 Restated Bylaws of the Registrant dated No-
vember 16, 1990 (Exhibit 3 to the Registra-
nt's Annual Report on Form 10-K for the fis-
cal year ended September 30, 1990).
4.1 Indenture Between Oakwood Funding Corporation
and Sovran Bank, N.A. dated as of October 1,
1989 (Exhibit 4.1 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended
September 30, 1989).
4.2 Shareholder Protection Rights Agreement be-
tween the Registrant and Wachovia Bank of
North Carolina, N.A., as Rights Agent (Exhib-
it 4.1 to the Registrant's Quarterly Report
on Form 10-Q for the quarter ended June 30,
1991).
32
4.3 Agreement to Furnish Copies of Instruments
With Respect to Long Term Debt (page __ of
the sequentially numbered pages)
10.1 The Registrant's 1980 Incentive Compensation
Plan (Exhibit 10B to the Registrant's Annual
Report on Form 10-K for the fiscal year ended
September 30, 1980).
10.2 Form of Disability Agreement (Exhibit 10.1 to
the Registrant's Annual Report on Form 10-K
for the fiscal year ended September 30, 1984).
10.3 Schedule identifying omitted Disability Ag-
reements which are substantially identical to
the Form of Disability Agreement and payment
schedules under Disability Agreements (Exhib-
it 10.2 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended September
30, 1984).
10.4 Form of Retirement Agreement (Exhibit 10.3 to
the Registrant's Annual Report on Form 10-K
for the fiscal year ended September 30, 1984).
10.5 Schedule identifying omitted Retirement Ag-
reements which are substantially identical to
the Form of Retirement Agreement and payment
schedules under Retirement Agreements (Exhib-
it 10.4 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended September
30, 1984).
10.6 Oakwood Homes Corporation 1985 Non-Qualified
Stock Option Plan (Exhibit 10.1 to the Regis-
trant's Annual Report on Form 10-K for the
fiscal year ended September 30, 1985).
10.7 Oakwood Homes Corporation 1986 Nonqualified
Stock Option Plan for Non-Employee Directors
(Exhibit 10.1 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended
September 30, 1986).
10.8 Guaranty Agreement between the Registrant and
First Union National Bank dated as of Decem-
ber 1, 1985 (Exhibit 10.20 to the Registra-
nt's Registration Statement on Form S-2,
filed on March 17, 1987).
10.9 Oakwood Homes Corporation 1981 Incentive
Stock Option Plan, as amended and restated
(Exhibit 10.1 to the Registrant's Annual
Report on Form
33
10-K for the fiscal year ended
September 30, 1987).
10.10 Oakwood Homes Corporation and Designated
Subsidiaries Deferred Income Plan for Key
Employees (Exhibit 10.2 to the Registrant's
Annual Report on Form 10-K for the fiscal
year ended September 30, 1987).
10.11 Amendment No. 1 to Guaranty Agreement dated
December 1, 1985 (Exhibit 10.4 to the Regis-
trant's Annual Report on Form 10-K for the
fiscal year ended September 30, 1987).
10.12 Amendment No. 2 to Guaranty Agreement dated
December 1, 1985 (Exhibit 10.4 to the Regi-
strant's Annual Report on Form 10-K for the
fiscal year ended September 30, 1988).
10.13 Oakwood Homes Corporation Management Incen-
tive Compensation Plan (Exhibit 10.3 to the
Registrant's Annual Report on Form 10-K for
the fiscal year ended September 30, 1990).
10.14 Form of Employment Agreement (Exhibit 10.4 to
the Registrant's Annual Report on Form 10-K
for the fiscal year ended September 30, 1990).
10.15 Schedule identifying omitted Employment Ag-
reements which are substantially identical to
the Form of Employment Agreement (Exhibit
10.5 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended September
30, 1990).
10.16 Amendment to the Registrant's 1980 Incentive
Compensation Plan (Exhibit 10.21 to the
Registrant's Registration Statement on Form
S-2, filed on April 13, 1991).
10.17 Oakwood Homes Corporation 1990 Director Stock
Option Plan (Exhibit 10.24 to the Registra-
nt's Form S-2 filed on April 13, 1991).
10.18 Oakwood 1990 Long Term Performance Plan, as
amended (Exhibit 4 to the Registrant's Regis-
tration Statement on Form S-8, filed on Au-
gust 3, 1992).
10.19 Amended and Restated Executive Retirement
Benefit Employment Agreement between the
Registrant and Nicholas J. St. George (Exhib-
it 10.21 to the Registrant's Annual Report on
34
Form 10-K for the fiscal year ended Septem-
ber 30, 1992).
10.20 Amended and Restated Executive Disability
Benefit Agreement between the Registrant and
Nicholas J. St. George (Exhibit 10.22 to the
Registrant's Annual Report on Form 10-K for
the fiscal year ended September 30, 1992).
10.21 Executive Retirement Benefit Employment Ag-
reement between the Registrant and A. Steven
Michael (Exhibit 10 to the Registrant's Quar-
terly Report on Form 10-Q for the quarter
ended June 30, 1993).
10.22 Amendment to 1990 Oakwood Long Term Perfor-
mance Plan (Exhibit 10.1 to the Registrant's
Quarterly Report on Form 10-Q for the quarter
ended March 31, 1993).
10.23 Amendment No. 1 to the Oakwood Homes Corpora-
tion and Designated Subsidiaries Deferred
Income Plan for Key Employees (Exhibit 10.2
to the Registrant's Quarterly Report on Form
10-Q for the quarter ended March 31, 1993).
10.24 Form of Oakwood Homes Corporation and Desig-
nated Subsidiaries Deferred Compensation
Agreement for Key Employees (Exhibit 10.3 to
the Registrant's Quarterly Report on Form 10-
Q for the quarter ended March 31, 1993).
10.25 Form of First Amendment to Employment Agree-
ment between the Registrant and each of Nich-
olas J. St. George, Robert D. Harvey, Sr. and
A. Steven Michael (Exhibit 10.1 to the Reg-
istrant's Quarterly Report on Form 10-Q for
the quarter ended December 31, 1993)
10.26 First Amendment to Amended and Restated Exec-
utive Retirement Benefit Employment Agreement
between the Registrant and Nicholas J. St.
George (Exhibit 10.2 to the Registrant's
Quarterly Report on Form 10-Q for the quarter
ended December 31, 1993)
10.27 First Amendment to Executive Retirement Bene-
fit Employment Agreement between the Regis-
trant and Robert D. Harvey, Sr. (Exhibit 10.3
to the Registrant's Quarterly Report on Form
10-Q for the quarter ended December 31, 1993)
35
10.28 First Amendment to Executive Retirement Bene-
fit Employment Agreement between the Regis-
trant and A. Steven Michael (Exhibit 10.4 to
the Registrant's Quarterly Report on Form 10-
Q for the quarter ended December 31, 1993)
10.29 First Amendment to Amended and Restated Exec-
utive Disability Benefit Agreement between
the Registrant and Nicholas J. St. George
(Exhibit 10.5 to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended
December 31, 1993)
10.30 First Amendment to Executive Disability Bene-
fit Agreement between the Registrant and
Robert D. Harvey, Sr. (Exhibit 10.6 to the
Registrant's Quarterly Report on Form 10-Q
for the quarter ended December 31, 1993)
10.31 Form of Executive Retirement Benefit Agree-
ment between the Registrant and each of James
D. Casterline, Larry T. Gilmore, C. Michael
Kilbourne, J. Michael Stidham and Larry M.
Walker (Exhibit 10.7 to the Registrant's
Quarterly Report on Form 10-Q for the quarter
ended December 31, 1993)
10.32 Schedule identifying omitted Executive Re-
tirement Benefit Employment Agreements which
are substantially identical to the Form of
Executive Retirement Benefit Agreement in
Exhibit 10.31 and payment schedules under
Executive Retirement Benefit Employment Agre-
ements (Exhibit 10.8 to the Registrant's
Quarterly Report on Form 10-Q for the quarter
ended December 31, 1993)
10.33 Form of Performance Unit Agreement dated
November 16, 1993 (Exhibit 10.1 to the Regis-
trant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1994)
10.34 Schedule identifying omitted Performance Unit
Agreements which are substantially identical
to the Form of Performance Unit Agreement and
the target number of performance units under
Performance Unit Agreements (Exhibit 10.2 to
the Registrant's Quarterly Report on Form 10-
Q for the quarter ended June 30, 1994)
11 Calculation of Earnings Per Share (page __ of
the sequentially numbered pages).
36
13 The Registrant's 1994 Annual Report to Share-
holders. This Annual Report to Shareholders
is furnished for the information of the Com-
mission only and, except for the parts there-
of incorporated by reference in this Report
on Form 10-K, is not deemed to be "filed" as
a part of this filing (page __ of the sequen-
tially numbered pages).
21 List of the Registrant's Subsidiaries (page
__ of the sequentially numbered pages).
23.1 Consent of Price Waterhouse LLP (page __ of
the sequentially numbered pages).
23.2 Consent of Price Waterhouse LLP (page __ of
the sequentially numbered pages).
23.3 Consent of Arthur Andersen LLP (page __ of
the sequentially numbered pages).
27 Financial Data Schedule (filed in electronic
format only). This schedule is furnished for
the information of the Commission and is not
deemed to be "filed" for purposes of Section
11 of the Securities Act, Section 18 of the
Securities Exchange Act of 1934 and Section
323 of the Trust Indenture Act of 1940.
37