FORM 10-Q/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) X OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 25, 1998 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) ______ OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to ___________ Commission File Number 1-7699 FLEETWOOD ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Delaware 95-1948322 _______________________________ _________________________________ (State or other jurisdiction of (I.R.S. Employer Identification Number) incorporation or organization) 3125 Myers Street, Riverside, California 92503-5527 ______________________________________________________________________ (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code (909) 351-3500 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No _____ Indicate the number of shares outstanding of each of the issuer's classes of Common stock as of the close of the period covered by this report. Class Outstanding at October 25, 1998 _______________________ _____________________________ Common stock, $1 par value 34,709,980 shares Preferred share purchase rights -- Item 1. Financial Statements The notes to the Financial Statements in the original filing are hereby amended to read in full as follows, with the only change being the addition of Note 6 thereof: FLEETWOOD ENTERPRISES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OCTOBER 25, 1998 1) Reference to Annual Report Reference is made to the Notes to Consolidated Financial Statements included in the Company's Form 10-K annual report for the year ended April 26, 1998. 2) Industry Segment Information Information with respect to industry segments for the periods ending October 25, 1998 and October 26, 1997 is shown below: 13 Weeks 13 Weeks 26 Weeks 26 Weeks Ended Ended Ended Ended Oct. 25, Oct. 26, Oct. 25, Oct. 26, 1998 1997 1998 1997 -------- --------- --------- -------- OPERATING REVENUES: Manufactured housing - Manufacturing $409,608 $390,652 $ 810,020 $ 757,301 Retail 87,001 -- 88,879 -- Less: intercompany (42,642) -- (44,126) -- -------- -------- --------- -------- 453,967 390,652 854,773 757,301 -------- -------- -------- -------- Recreational vehicles 432,709 366,654 861,475 717,347 Supply operations 11,164 11,783 21,747 22,895 -------- -------- -------- --------- $897,840 $769,089 $1,737,995 $1,497,543 ======== ======== ========== ========== OPERATING INCOME: Manufactured housing $20,834* $25,309 $46,330* $41,139 Housing - retail 2,960 -- 1,866 -- Recreational vehicles 30,253 17,944 56,890 34,057 Supply operations 4,113 3,860 7,696 7,252 Corporate and other (3,299) (2,663) (7,670) 11,076** ------- ------- ------- ------- $54,861 $44,450 $105,112 $93,524 ======= ======= ======== ======= * After $5,173 deduction for intercompany profit in inventory elimination. ** Includes non-recurring insurance gain of $16.2 million. 3) Earnings Per Share Basic earnings per share is computed by dividing income available to Common stockholders by the weighted average number of Common shares outstanding. Diluted earnings per share includes the effect of potential shares outstanding from dilutive stock options and dilutive preferred securities. After-tax distributions on preferred securities are added to net income to arrive at earnings used in the diluted earnings per share calculation. The table below shows the calculation components of earnings per share for both basic and diluted earnings per share (amounts in thousands): 13 Weeks Ended 13 Weeks Ended October 25, 1998 October 26, 1997 Weighted Weighted Average Average Income Shares Income Shares Basic earnings per share $31,111 33,896 $28,124 35,948 Effect of dilutive securities: Stock options -- 460 -- 566 Preferred securities 2,780 5,901 -- -- ------- ------ ------- ------ Diluted earnings per share $33,891 40,257 $28,124 36,514 ======= ====== ======= ====== 26 Weeks Ended 26 Weeks Ended October 25, 1998 October 26, 1997 Weighted Weighted Average Average Income Shares Income Shares Basic earnings per share $61,336 32,759 $59,066 35,896 Effect of dilutive securities: Stock options -- 614 -- 688 Preferred securities 5,561 5,901 -- -- ------- ------ ------- ------ Diluted earnings per share $66,897 39,274 $59,066 36,584 ======= ====== ======= ====== 4) Accumulated Other Comprehensive Income Balances The Company has adopted SFAS 130 "Reporting Comprehensive Income" which establishes standards for reporting and displaying comprehensive income and its components in a full set of general purpose financial statements. The following reflects the activity in the accumulated other comprehensive income balance for the period (amounts in thousands): Foreign Unrealized Accumulated Other Currency Gains on Comprehensive Items Securities Income (loss) Beginning balance $(1,759) $ 298 $(1,461) Current period change (1,332) (945) (2,277) ------- ----- ------- Ending balance $(3,091) $(647) $(3,738) ======= ===== ======= 5) Accounting Period The Company's fiscal quarters end in July, October, January and April. Although the second fiscal quarter ended on October 25, 1998, the Company has included in its consolidated financial statements the results of Fleetwood Retail Corp. (FRC), its wholly owned housing retail subsidiary, through September 30, 1998. FCR follows a calendar quarter accounting period. 6) Convertible Trust Preferred Securities Reference is made to Note 8 in the notes to audited consolidated financial statements included in the Company's annual report on Form 10-K for the fiscal year ended April 26, 1998. During fiscal 1998, Fleetwood Capital Trust (the Trust), a Delaware business trust wholly owned by the Company, completed a $287.5 million private placement of 5,750,000 shares of 6% Convertible Trust Preferred Securities. The proceeds from the issuance were invested by the Trust in 6% convertible subordinated debentures (the Debentures) issued by the Company in the aggregate principal amount of $296.4 million, maturing on February 15, 2028. The Debentures are the sole assets of the Trust and eliminate in consolidation. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. FLEETWOOD ENTERPRISES, INC. _____________________ Paul M. Bingham Senior Vice President - Finance and Chief Financial Officer January 31, 2000