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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
(Mark
One)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
- --- OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998.
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 0-5555
LIBERTY HOMES, INC.
(Exact name of registrant as specified in its charter)
Indiana 35-1174256
(State of Incorporation) IRS Employer Identification No.
PO Box 35, Goshen, Indiana 46527-0035
(Address of Principal Executive Offices) (ZIP Code)
Registrant's telephone number (219) 533-0431
Securities registered pursuant to Section 12 (g) of the Act:
Name of Each Exchange
Title of Each Class on Which Registered
- ------------------- ---------------------
Class A Common Stock NASDAQ
Class B Common Stock NASDAQ
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [ X ] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (229.405 of this chapter) is not contained herein, and will
not be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this form 10-K [ X ]
As of March 15,1999, the aggregate market value of the voting Common Stock Class
B, held by nonaffiliated (based upon the average bid and ask prices on such
date) was approximately $3,184,000.
Number of shares outstanding of each of the registrant's classes of common stock
Shares Outstanding
Class at March 15, 1999
----- --------------------
Class A Common Stock, $1.00 par value 2,208,496
Class B Common Stock, $1.00 par value 1,727,559
The Exhibit Index is located on page 12.
PART I
ITEM 1. BUSINESS
Liberty Homes, Inc. (the "Company") was organized as an Indiana
corporation in 1970 as the successor to a business founded in 1941. The Company
designs, manufactures and sells at wholesale throughout most of the United
States a broad line of manufactured homes under various trade names. Constructed
on a wheel-mounted under-carriage, a manufactured home is a relocatable
factory-built dwelling which, when moved to a location, properly set up and
connected to utilities, provides permanent housing. A manufactured home may also
consist of two or more units which are moved separately and when securely joined
together are called multi-sectional housing.
A manufactured home is to be distinguished from a travel trailer,
motor home or other recreational vehicle which is generally used for living
accommodations during relatively short periods, primarily for vacation and
recreational purposes.
The Company's typical manufactured home contains a living room, dining
area, kitchen equipped with range and refrigerator, two, three, four or five
bedrooms, and one or more baths complete with tub and/or shower, flush toilet
and lavatory. The homes are equipped with central heating, carpeting, a choice
of coordinated colors and interior decoration, and a wide range of floor plans.
Single section homes are 12, 14, 15 or 16 feet wide and vary in overall length
from 36 to 80 feet (including about 4 feet for the hitch). Multi-section homes
are two or more 12, 14, 15 or 16 foot wide sections, with overall lengths
ranging from 36 to 80 feet (including about 4 feet for the hitch).
The Company utilizes assembly line techniques in the production of its
homes. Lumber for walls, roofs, ceilings and floors, steel, wood or vinyl
siding, ceiling materials, windows, furniture, electrical and plumbing fixtures,
and many other items are purchased from numerous suppliers for fabrication or
assembly. Sources of material are readily available and the Company is not
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dependent upon any particular supplier for its raw materials or component parts.
The Company sells its products to numerous independent dealers, most of
whom also sell competing products. In the year ended December 31, 1998, the
Company's largest dealer accounted for approximately three percent of the
Company's sales. The Company generally manufactures its homes only after receipt
of orders from its dealers, and sales backlogs in the manufactured housing
industry are traditionally short.
Retail prices for the Company's single section homes typically range
from approximately $29,000 to $50,000 and from approximately $35,000 to $85,000
for multi-sections. The Company's homes generally fall within the lower price
range of the industry.
Manufactured homes were sold by the Company during 1998 to dealers in
most of the continental United States. Transportation charges from the point of
manufacture to the dealer are an important factor in the cost of a manufactured
home and often influence a dealer's preference for similar products. In general,
most retail outlets are located within a 500 mile radius of the manufacturing
facility serving the dealer.
In each of the geographical areas in which the Company operates, it
faces direct competition from other manufacturers, some of whom are larger than
the Company and possess greater financial resources. This group of competitors
consists of manufacturers who compete with the Company on a national level as
well as many others who are only regional in scope. According to data from the
National Conference of States on Building Codes and Standards (NCSBCS) at the
end of 1998, there were 89 companies operating 330 facilities producing
manufactured housing in the United States. Due to transportation complexities,
none of the Company's products, and very little of the industry's product, is
shipped outside the United States. Since the manufactured homes sold by the
Company are a form of housing, changes in factors which influence the national
housing market usually affect the Company's business, either beneficially or
adversely.
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In addition, the quality and number of manufactured home parks with
space available for new homes sometimes affect the market for manufactured
homes. Manufactured home parks and placement of manufactured homes on
real-estate type scattered sites or subdivisions are generally subject to local
zoning ordinances and other local regulations. Any limitation of the
availability of space for manufactured homes due to any cause, including such
local ordinances, could adversely affect the Company's business.
In 1998, Statesville Housing Center, Inc. was formed as a wholly owned
subsidiary of the Company and began operations as a retail dealer of the
Company's homes. This retail center is located in Statesville, North Carolina
within a mile of one of the Company's manufacturing plants.
During 1997, the Company formed Gipper Development Company, LLC, a
majority owned entity, which is developing a manufactured housing community in
Northern Indiana. The development includes only homes manufactured by the
Company.
In 1994, the Company formed Waverlee Homes, Inc., a majority owned
subsidiary, which operates production facilities in Hamilton and Tuscumbia,
Alabama. This operation incorporates many state-of-the-art manufacturing
concepts and enhances the Company's ability to serve the market in the South
Central United States.
In 1988, the Company's wholly-owned subsidiary, Irish Homes, Inc.,
commenced operations to develop subdivisions using the Company's manufactured
homes. The homes located within subdivisions include a garage and are placed on
a foundation with landscaping, concrete and other work, performed on site by
independent contractors.
The Company's ability to sell to its dealers is dependent to a
considerable degree upon the availability and terms of financing both to its
dealers and to the retail customers of its dealers. Consequently, increases in
interest rates or tightening of credit through governmental action or otherwise,
could adversely affect the Company's business. Conversely, a lowering of
interest rates
4
or relaxation of credit restraints could improve the Company's
business.
Because of their size and weight, manufactured homes are generally
transported by specially modified trucks. Most states require special permits
for the movement of such homes. Typically, these permits prescribe the roads to
be used, speed limits, hours during which travel is permitted, types of
signaling devices which must be used, and other such restrictions, primarily for
safety purposes. Seasonal weather conditions can also be a factor for
transportation.
The construction of manufactured homes, and the plumbing, heating and
electrical systems installed therein, are subject to the National Manufactured
Home Construction and Safety Standards promulgated by the U.S. Department of
Housing and Urban Development (HUD) pursuant to authority granted them by the
National Manufactured Home Construction and Safety Standards Act of 1974. HUD
has also promulgated lengthy and complex regulations to implement and enforce
the construction standards, and there are substantial penalties for deviations
from the regulations.
Dealers who purchase from the Company generally obtain inventory
financing from financial institutions (usually banks or finance companies) on a
"floor plan" basis whereby the financial institution obtains a lien upon, or
title to, all or part of a dealer's inventory. To assist dealers in obtaining
such financing, the Company, in accordance with trade practice, generally enters
into repurchase agreements with lending institutions whereby the Company, during
the period (generally not in excess of one year) pending sale to a retail
customer, agrees to repurchase a home so financed in the event of the dealer's
default and subsequent inability to repay the amount borrowed from the financial
institution. In the event of repurchase, the Company will experience a loss if
the repurchase price paid to the financial institution plus any related costs of
repossession (e.g., freight, repairs) exceed the proceeds received by the
Company from resale of the home repurchased. The Company's losses under these
dealer repurchase agreements have not been
5
significant.
Retail customers often finance their purchases with funds borrowed from
banks, finance companies and savings and loan associations. Such retail finance
arrangements sometimes call for an effective interest rate slightly higher than
that imposed for conventional home mortgage financing.
In 1990, the Company formed a wholly-owned subsidiary, Arcadian
Financial Services, Inc., to operate as a mortgage loan broker. After six years
of operation, the Company decided to close Arcadian during 1996. All mortgages
written during the period of operation have been sold to secondary financial
markets, servicing released.
EMPLOYEES
As of March 13, 1999, the Company had approximately 1,400 full-time
employees.
ITEM 2. PROPERTIES.
LOCATION
Goshen, Indiana Leola, Pennsylvania
Syracuse, Indiana Sheridan, Oregon
Yoder, Kansas Ocala, Florida
Dorchester, Wisconsin Statesville, North Carolina
Plant #1 Hamilton, Alabama
Plant #2 Tuscumbia, Alabama
All of the Company's facilities are manufacturing facilities, except for the
Goshen, Indiana location which is the Company's executive office and engineering
and design center.
The Company owns all of its properties in fee simple and believes that
its facilities and equipment contained therein are well maintained and in good
condition. All of the Company's manufacturing facilities are intended for the
manufacture of manufactured homes, and in the Company's judgment, all are
adequate for their current use.
The Company's plants currently in production are utilized during one
shift per day.
6
ITEM 3. LEGAL PROCEEDINGS.
The Company is party to various legal proceedings from the normal
course of operations. The Company has provided for anticipated losses resulting
from the litigation. In management's opinion, the Company has adequate legal
defenses and does not believe these suits will materially affect the Company's
operations or financial position.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
There were no matters submitted to a vote of security holders for the
three months ended December 31, 1998.
PART II
ITEM 5. MARKET FOR THE COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
The Company's 1998 Annual Report to Shareholders is an exhibit of this
filing. The information under the caption "Capital Stock" of the report is
incorporated by reference as Item 5 of this filing.
ITEM 6. SELECTED FINANCIAL DATA.
The Company's 1998 Annual Report to Shareholders is an exhibit of this
filing. The information under the caption "Selected Financial Data" of the
report is incorporated by reference as Item 6 of this filing.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
The Company's 1998 Annual Report to Stockholders is an exhibit of this
filing. The information contained in this report under the title Management's
Discussion and Analysis of Financial Condition and Results of Operations is
incorporated by reference as Item 7 of this filling.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
7
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The Company's 1998 Annual Report to Stockholders is an exhibit of this
filing. The information contained in the 1998, 1997 and 1996 consolidated
financial statements and footnotes thereto, together with the report thereon of
Crowe, Chizek and Company LLP dated February 17, 1999, is incorporated by
reference as Item 8 of this filing.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Edward J. Hussey, age 81, has been President, Chairman of the Board and
a Director of the Company (or it predecessors) since 1960, and is the father of
Edward Joseph Hussey and Michael F. Hussey.
Edward Joseph Hussey, age 51, is an attorney and a son of Edward J.
Hussey. He has been a Director of the Company since 1981, Secretary of the
Company since 1985 and was named Vice President of the Company in 1990. In
September, 1987, he began employment with the Company on a full time basis.
Since 1975, he has been associated with the law firm of Hodges & Davis P.C.,
where he is still a shareholder.
Michael F. Hussey, age 42, has been employed by the Company since 1980.
He was named Vice President of Finance in 1984 and became a Director in 1988. He
is the son of Edward J. Hussey.
David M. Huffine, age 50, has been a Director of the Company since
1988. He has also held the position of President of I.M. Homes, Inc., Rocky
Ford, Colorado since 1997. Prior thereto, he was President of Sky View Homes,
Inc., Chairman of the Board of Rampart Investigations, and
8
Vice President of Calumet Securities Corporation.
Mitchell Day, age 43, has been a Director since 1995. He has also been
President of Day Equipment Corporation, Goshen, Indiana since 1984.
Ralph D. Ray, age 66, has been employed in various management positions
with the Company for 30 years. He has been Treasurer of the Company since 1984.
Dorothy L. Peterson, age 87, has been employed with the Company since
1952. She was appointed Assistant Treasurer in 1985.
Marc A. Dosmann, age 46, joined the Company in February, 1995 as Vice
President and Chief Financial Officer. From January, 1990 to February, 1995, he
was Corporate Controller of Leer, Inc.
Bruce A. McMillan, age 47, has served the Company in various capacities
for 25 years. He was appointed to the position of Vice President of Sales in
1994.
Ronald Atkins, age 48, has served the Company in manufacturing and
purchasing functions since 1981. During 1996, he was appointed to the position
of Vice President of Purchasing.
Nader Tomasbi, age 39, joined the Company in July 1994. In 1998, he was
appointed as Vice President of Engineering and Design.
Brian L. Christner, age 39, joined the Company in December 1994 as
Controller. Previously he was Controller at Life Treatment Centers, Inc.
ITEM 11. EXECUTIVE COMPENSATION.
The Company's Proxy Statement for the Annual Meeting of Shareholders to
be held on April 29, 1999 includes information under the caption "Executive
Compensation (SUMMARY COMPENSATION TABLE) and under the caption "Shareholder
Return Performance" (PERFORMANCE GRAPHS). Those sections are exhibits of this
filing and are incorporated by reference as Item 11 of this filing.
9
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The Company's Proxy Statement for the Annual Meeting of Shareholders to
be held on April 29, 1999 includes information regarding SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS. This section is an exhibit of this filing and is
incorporated by reference as Item 12 of this filing.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
In 1998, The Company sold its product to I.M. Homes, Inc., Rocky Ford,
Colorado. I.M. Homes is owned by David M. Huffine, a director of the Company.
Sales by the Company to I.M. Homes were arms length transactions and represent
less than one percent of the Company's sales.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) 3. EXHIBITS
The exhibits filed with this Form 10-K are listed in the exhibit index
located on page 12.
(b) REPORTS ON FORM 8-K
No reports on Form 8-K were filed during the three months ended
December 31, 1998.
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SIGNATURES
Following 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.
LIBERTY HOMES, INC.
(Registrant)
March 29, 1999 By: /s/ Marc A. Dosmann
-------------------
Marc A. Dosmann
Vice President - CFO
(Principal Financial and Accounting Officer)
Following 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.
/s/ Edward J. Hussey President, Director, Chairman of the Board of
- ------------------- Directors (Principal Executive Officer)
Edward J. Hussey March 29, 1999
/s/ Edward Joseph Hussey Director, Vice President, Secretary & Assistant
- ------------------------ Treasurer
Edward Joseph Hussey March 29, 1999
/s/ Michael F. Hussey Director and Vice President - Finance
- -------------------- March 29, 1999
Michael F. Hussey
11
EXHIBIT INDEX
Page
----
3(a) Articles of Incorporation of the Company. *
(File #0-5555, Form 10-K for the year ended December 31, 1984)
3(b) Amendment to Articles of Incorporation. * (File #0-5555, Form 10-Q for
the quarter ended March 31, 1985, Exhibit 4).
3(c) By-laws of the Company. *
(File #0-5555, Form 10-K for the year ended December 31, 1987)
10(a) Employment Agreement between the Company *
and Edward Joseph Hussey dated September 14, 1993
(File #0-5555, Form 10-K for the year ended December 31, 1993).
10(b) Employment Agreement between the Company and Michael F. Hussey *
dated September 14, 1993 (File #0-5555, Form 10-K for the year
ended December 31, 1993).
10(c) Split-Dollar Insurance Plan effective June 11, 1993 between the *
Company and Nancy A. Parrish and Michael F. Hussey, Trustees for
the Edward Joseph Hussey 1993 Irrevocable Trust (File #0-5555,
Form 10-K for the year ended December 31, 1993)
10(d) Split-Dollar Insurance Plan effective June 11, 1993 between *
the Company and Nancy A. Parrish and John P. Hussey, Trustees
for the Michael F. Hussey 1993 Irrevocable Trust
13 Annual Report to Shareholders for 1998 13
(Except for those portions of this report which are expressly incorporated
by reference in this Form 10-K, the information contained in such 1998
Annual Report to Shareholders is not deemed "filed" as part of this Form 10-K).
21 List of Subsidiaries 29
99(a) Executive Compensation - SUMMARY COMPENSATION TABLE 30
99(b) Shareholder Return Performance - PERFORMANCE GRAPH 31
99(c) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS 32
* Incorporated by reference
12