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