1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended March 30, 2001 or
[ ] 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: 0-21204
SOUTHERN ENERGY HOMES, INC.
(Exact name of registrant as specified in its charter)
Delaware 63-1083246
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
144 Corporate Way, P.O. Box 390, Addison, Alabama 35540
------------------------------------------------- ------
(Address of principal executive offices) (Zip Code)
(256) 747-8589
--------------
(Registrant's telephone number, including area code)
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 latest practicable date.
12,132,990 shares of Common Stock, $.0001 par value, as of May 10, 2001
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SOUTHERN ENERGY HOMES, INC. AND SUBSIDIARIES
INDEX
Page
PART I FINANCIAL INFORMATION:
Consolidated Condensed Balance Sheets,
March 30, 2001 and December 29, 2000 3
Consolidated Condensed Statements of Operations -
Thirteen Weeks Ended March 30, 2001 and March 31, 2000 4
Consolidated Condensed Statements of Cash Flows - Thirteen
Weeks Ended March 30, 2001 and March 31, 2000 5
Notes to Consolidated Condensed Financial Statements 6
Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
PART II OTHER INFORMATION 13
SIGNATURES 16
3
I. FINANCIAL INFORMATION
Item 1. Financial Statements
SOUTHERN ENERGY HOMES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(Unaudited)
March 30, December 29,
2001 2000
---- ----
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ -- $ 6,054,000
Accounts receivable (less allowance for doubtful accounts of
$154,000 and $168,000, respectively) 20,192,000 13,560,000
Inventories 22,108,000 24,161,000
Refundable income taxes -- 5,055,000
Deferred tax benefits 349,000 349,000
Prepayments and other 1,436,000 770,000
----------- -----------
44,085,000 49,949,000
----------- -----------
PROPERTY AND EQUIPMENT:
Property and equipment, at cost 36,162,000 36,188,000
Less - accumulated depreciation 14,637,000 13,994,000
----------- -----------
21,525,000 22,194,000
----------- -----------
INTANGIBLES AND OTHER ASSETS:
Installment contracts receivable (less allowance for credit
losses of $1,000,000 and $850,000, respectively) 9,861,000 10,505,000
Goodwill 5,129,000 5,190,000
Investment in joint ventures 5,018,000 5,371,000
Other assets 1,976,000 1,978,000
----------- -----------
21,984,000 23,044,000
----------- -----------
$87,594,000 $95,187,000
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Notes payable 17,884,000 28,049,000
Accounts payable 4,647,000 1,963,000
Accrued liabilities 14,853,000 13,503,000
----------- -----------
37,384,000 43,515,000
----------- -----------
STOCKHOLDERS' EQUITY:
Preferred stock, $.0001 par value, 1,000,000 shares authorized,
none outstanding -- --
Common stock, $.0001 par value, 40,000,000 shares authorized,
12,132,990 issued and outstanding at March 30, 2001 and at
December 29, 2000 1,000 1,000
Capital in excess of par 8,329,000 8,329,000
Retained earnings 41,880,000 43,342,000
----------- -----------
50,210,000 51,672,000
----------- -----------
$87,594,000 $95,187,000
=========== ===========
The accompanying notes are an integral part of these consolidated condensed
financial statements.
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SOUTHERN ENERGY HOMES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
Thirteen Weeks Ended
--------------------
March 30, March 31,
2001 2000
---- ----
Net revenues $37,501,000 $48,278,000
Cost of sales 29,331,000 39,026,000
----------- -----------
Gross profit 8,170,000 9,252,000
----------- -----------
Operating Expenses:
Selling, general and administrative 9,047,000 9,813,000
Amortization of intangibles 76,000 127,000
----------- -----------
9,123,000 9,940,000
----------- -----------
Operating loss (953,000) (688,000)
----------- -----------
Interest expense 669,000 554,000
Interest income 160,000 134,000
----------- -----------
Loss before income taxes (1,462,000) (1,108,000)
Credit for income taxes -- (210,000)
----------- -----------
Net loss $(1,462,000) $ (898,000)
=========== ===========
Net loss per common share:
Basic and Diluted $ (0.12) $ (0.07)
=========== ===========
Weighted average number of common Shares:
Basic and Diluted 12,132,990 12,132,990
=========== ===========
The accompanying notes are an integral part of these consolidated condensed
financial statements.
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SOUTHERN ENERGY HOMES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
Thirteen Weeks Ended
--------------------
March 30, March 31,
2001 2000
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (1,462,000) $ (898,000)
Adjustments to reconcile net loss to net cash provided by (used in)
operating activities:
Equity (income) loss of joint ventures (18,000) 207,000
Distribution from joint ventures 371,000 260,000
Depreciation of property and equipment 643,000 622,000
Amortization of intangibles 76,000 127,000
Provision for deferred income taxes -- 23,000
Gain on sale of property and equipment (1,000) (4,000)
Provision for doubtful accounts receivable 18,000 24,000
Origination of installment contracts (217,000) (375,000)
Provision for credit losses on installment contracts 150,000 127,000
Principal collected on originated installment contracts 711,000 1,060,000
Change in assets and liabilities:
Inventories 2,053,000 2,150,000
Accounts receivable (6,650,000) (5,379,000)
Refundable income taxes, prepayments and other 4,389,000 (727,000)
Other assets 1,009,000 7,000
Accounts payable 2,684,000 466,000
Accrued liabilities 1,350,000 (2,617,000)
------------ -----------
Net cash provided by (used in) operating activities 5,106,000 (4,927,000)
------------ -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (152,000) (663,000)
Proceeds from sale of property and equipment 179,000 39,000
------------ -----------
Net cash provided by (used in) investing activities 27,000 (624,000)
------------ -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings (repayments) on notes payable (10,165,000) 2,967,000
Payment of debt issuance costs (1,022,000) --
Repayments on long-term debt -- (3,565,000)
------------ -----------
Net cash used in financing activities (11,187,000) (598,000)
------------ -----------
Net decrease in cash and cash equivalents (6,054,000) (6,149,000)
------------ -----------
Cash and cash equivalents at the beginning of period 6,054,000 9,342,000
------------ -----------
Cash and cash equivalents at the end of period $ -- $ 3,193,000
============ ===========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest $ 642,000 $ 554,000
============ ===========
Cash paid (refunded) for income taxes $ (5,135,000) $ 5,000
============ ===========
The accompanying notes are an integral part of these consolidated condensed
financial statements.
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SOUTHERN ENERGY HOMES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION:
The consolidated condensed balance sheet as of December 29, 2000, which has been
derived from audited financial statements, and the unaudited interim
consolidated condensed financial statements as of March 30, 2001, have been
prepared by the Company without audit, but in the opinion of management reflect
the adjustments necessary (which include only normal recurring adjustments) for
the fair presentation of the information set forth therein. Results of
operations for the interim 2001 period are not necessarily indicative of results
expected for the full year. While certain information and footnote disclosures
normally included in financial statements prepared in accordance with accounting
principles generally accepted in the United States have been condensed or
omitted pursuant to the rules and regulations of the Securities and Exchange
Commission, the Company believes that the disclosures herein are adequate to
make the information presented not misleading. These financial statements should
be read in conjunction with the audited financial statements and the notes
thereto included in the Company's Annual Report to Stockholders for the fiscal
year ended December 29, 2000.
In the fourth quarter of fiscal 2000, the Company adopted the Financial
Accounting Standards Board's ("FASB") Emerging Issues Task Force ("EITF") Issue
No. 00-10, Accounting for Shipping and Handling Revenues and Costs. Such
adoption did not have any impact on the Company's reported results of
operations. Prior to adoption of EITF 00-10, the Company netted shipping
revenues, which were included in selling, general and administrative expenses
with the associated costs. Total shipping revenues for the quarters ended March
30, 2001 and March 31, 2000 amounted to $1,564,000 and $2,140,000, respectively.
Total shipping costs, which were included in selling, general and administrative
expenses were $1,489,000, and $2,088,000 during the quarters ended March 30,
2001 and March 31, 2000, respectively.
Prior period amounts have been reclassified to conform with the 2001
presentation.
2. INVENTORIES:
Inventories are valued at first-in, first-out ("FIFO") cost, which is not in
excess of market. An analysis of inventories follows:
March 30, December 29,
2001 2000
---- ----
(Unaudited)
Raw materials $ 5,465,000 $ 5,569,000
Work in progress 718,000 551,000
Finished goods 15,925,000 18,041,000
----------- -----------
$22,108,000 $24,161,000
=========== ===========
3. EARNINGS PER SHARE:
Basic Earnings Per Share ("EPS") excludes dilution and is computed by dividing
income available to common stockholders by the weighted average number of shares
outstanding during the subject period. Diluted EPS reflects the potential
dilution that could occur if securities or other contracts to issue common stock
are exercised or converted into common stock or result in the issuance of common
stock that then shares in the earnings of the Company.
Outstanding options to purchase 928,871 and 604,708 shares of common stock for
the quarters ended March 30, 2001 and March 31, 2000, respectively, were not
included in the computation of diluted shares available to common shareholders,
as they were antidilutive.
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4. REPURCHASE AGREEMENTS:
Substantially all of the Company's independent dealers finance their purchases
through "floor-plan" arrangements under which a financial institution provides
the dealer with a loan for the purchase price of the home and maintains a
security interest in the home as collateral. In connection with a floor-plan
agreement, the financial institution which provides the dealer financing
customarily requires the Company to enter into a separate repurchase agreement
with the financial institution, under which the Company is obligated, upon
default by the independent dealer, to repurchase the homes at the Company's
original invoice price plus certain administrative and shipping expenses less
any principal payments made by the dealer. Repurchases were $1,201,000 and
$1,549,000 for the quarters ended March 30, 2001 and March 31, 2000,
respectively. During the quarter ended March 30, 2001 losses on repurchases were
$283,000. At March 30, 2001, the Company's contingent repurchase liability under
floor plan financing arrangements was approximately $55.6 million. While homes
that have been repurchased by the Company under floor-plan financing
arrangements are usually sold to other dealers and losses experienced to date
under these arrangements have been insignificant, no assurance can be given that
the Company will be able to sell to other dealers homes which it may be
obligated to repurchase in the future under such floor plan financing
arrangements or that the Company will not suffer losses with respect to, and as
a consequence of, those arrangements.
5. LEGAL PROCEEDINGS:
The Company is a party to various legal proceedings incidental to its business.
The majority of these legal proceedings are claims related to warranty on
manufactured homes, or employment issues such as worker's compensation claims.
Management believes that adequate reserves are maintained for such claims. In
the opinion of management, after consultation with legal counsel, the ultimate
liability, if any, with respect to these proceedings will not materially affect
the financial position or results of operations of the Company; however, the
ultimate resolution of these matters, which could occur within one year, could
result in losses in excess of the amounts reserved.
6. SEGMENT AND RELATED INFORMATION
The Company has four reportable segments: manufacturing, retail operations,
component supply, and consumer financing. The manufacturing segment produces
manufactured homes for sale to independent and company-owned retail centers. The
retail operations segment sells homes to retail customers, which have been
produced by various manufacturers including the Company's manufacturing segment.
The component supply segment sells various supply products to the Company's
manufacturing segment and to third party customers. The consumer financing
segment originated and serviced consumer loans primarily for homes manufactured
by the Company through February 1997. The consumer financing segment has now
restricted its loan origination activities and engaged 21st Century to service
its existing loan portfolio.
The accounting policies of the segments are the same as those described in the
summary of significant accounting policies. The Company evaluates performance
based on total (external and intersegment) revenues, gross profit, and segment
operating income. The Company accounts for intersegment sales and transfers as
if the sales or transfers were to third parties, at current market prices. The
Company does not allocate income taxes to all segments. In addition, not all
segments have significant non-cash items other than depreciation and
amortization in reported segment operating profit or loss.
The Company's reportable segments are strategic business units that offer
different products and services. They are managed separately because each
business requires different operating and marketing strategies.
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The following table presents information about segment profit or loss
(dollars in thousands):
March 30, 2001 March 31, 2000
-------------- --------------
Revenues:
Manufacturing $ 28,924 $ 40,846
Retail operations 13,371 13,066
Component supply 5,216 8,450
Consumer financing 304 308
Other operating segments 1,439 2,032
Eliminations (11,753) (16,424)
-------- --------
Total revenues $ 37,501 $ 48,278
======== ========
Gross profit:
Manufacturing $ 4,596 $ 4,914
Retail operations 3,603 3,640
Component supply 474 522
Consumer financing 104 95
Other operating segments 670 1,718
Eliminations (1,277) (1,637)
-------- --------
Gross profit $ 8,170 $ 9,252
======== ========
Segment operating income (loss):
Manufacturing $ 626 $ 322
Retail operations (748) (1,441)
Component supply 209 196
Consumer financing (54) 43
Corporate (1,559) (618)
Other operating segments 64 390
-------- --------
Segment operating income (loss) (1,462) (1,108)
Income/expenses not allocated to segments:
Benefit (provision) for income taxes -- 210
-------- --------
Net income (loss) $ (1,462) $ (898)
======== ========
Revenue from segments below the quantitative thresholds are attributable to two
other operating segments of the Company. Those segments include a trucking
business and a small insurance business. These segments have never met the
quantitative thresholds for determining reportable segments. The Corporate
segment does not generate any revenues, but does incur certain administrative
expenses.
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Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
GENERAL
As a whole, the manufactured housing industry has been adversely affected by
various economic factors, and has struggled in the past several quarters. The
current situation in the manufactured housing industry is the result of many
factors. Rapid industry growth over the past 10 years resulted in an increase in
the overall number of dealers, an increase in manufacturing output and an
increase in the number of homes available at the retail level. These larger
inventories and the generally slower reduction of those inventories has led to
increased price competition and reduced profits. Tightening credit and
increasing interest rates have compounded the situation and negatively affected
the industry's overall financial performance, with virtually all manufacturers
and retailers being impacted. Southern Energy Homes has not been excluded from
this group; however, the Company has taken carefully planned steps designed to
decrease costs and improve efficiency. In 1999 and 2000 these steps included
closing manufacturing facilities, consolidating divisions, and selling
unprofitable retail centers. Management continues to monitor the situation and
remains prepared to implement any additional measures necessary to enable the
Company to emerge financially sound from this industry downturn and take
advantage of any future opportunities presented by any increase in the demand
for affordable housing. Management is confident in the long-term future of the
manufactured housing industry and Southern Energy Homes, Inc.
In light of current industry conditions, the Company expects that there will be
future declines in wholesale and retail revenues and related net profit margins,
which could have a material adverse effect on the Company's operating results
and liquidity.
RESULTS OF OPERATIONS
Thirteen weeks ended March 30, 2001 as compared with thirteen weeks ended March
30, 2000.
Net Revenues
Total net revenues (gross revenues less volume discounts, returns, and
allowances) for the quarter ended March 30, 2001 were $37.5 million, compared
with $48.3 million for the comparable prior period, a decrease of 22.4%.
Net revenues from the wholesale sale of manufactured homes were $28.9 million
(including intersegment revenues of $6.2 million) for the quarter ended March
30, 2001, as compared with $40.8 million (including intersegment revenues of
$7.8 million) for the prior year period, a decrease of 29.2%. The decline in
sales to dealers was primarily attributable to decreased demand and the closure
of a manufacturing facility in Alabama in December 2000. Total homes shipped in
the quarter ended March 30, 2001 was 1,032, down 31.2% from the number of homes
shipped in the prior year period. The decline in revenues was offset slightly
due to an increase in the average wholesale price per home shipped. The average
wholesale price per home in the quarter ended March 30, 2001 was $26,511, as
compared with $25,821 in the prior year period, an increase of 2.7%.
Net revenues from the retail sale of manufactured homes were $13.4 million for
the quarter ended March 30, 2001, as compared with $13.1 million for the prior
year period, an increase of 2.3%. Total retail homes sold in the quarter ended
March 30, 2001 was 342, down 10% from the number of homes sold in the prior year
period. The decline in sales of retail units was primarily attributable to
increased competition and the Company operating 11 fewer retail centers, during
the quarter ended March 30, 2001, compared to the prior year period. The
increase in retail revenues was attributable to an increase in the average
retail price per home sold. The average retail price per home sold in the
quarter ended March 30, 2001 was $46,423, as compared with $42,565 in the prior
year period, an increase of 9.1%. The increase in the average retail price per
home sold was due to an increase in multi-section homes sold which carry a
higher retail price.
Net revenues from the component supply segment were $5.2 million (including
intersegment revenues of $4.5 million) for the quarter ended March 30, 2001, as
compared with $8.5 million (including intersegment revenues of
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$7.1 million) for the prior year period, a decrease of 38.3%. The decline in
supply sales was primarily attributable to the decline in intersegment sales to
the manufacturing segment.
Revenues from the retail finance subsidiary were $304,000 for the quarter ended
March 30, 2001, as compared with $308,000 for the prior year period, a decrease
of 1.3%.
Gross Profit
Gross profit consists of net revenues less the cost of sales, which includes
labor, materials, and overhead. Gross profit for the quarter ended March 30,
2001 was $8.2 million, or 21.8% of net revenues, as compared with $9.3 million,
or 19.2% of net revenues, in the prior year period. This increase in the gross
profit percentage was attributable primarily to lower material prices, lower
labor costs, and lower warranty expenses.
Selling, General and Administrative Expenses
Selling, general and administrative expenses include primarily sales
commissions, advertising expenses, freight costs, salaries for support
personnel, administrative compensation, executive and management bonuses,
insurance costs, and professional fees. Selling, general and administrative
expenses were $9.0 million or 24.1% of net revenues, for the quarter ended March
30, 2001, as compared with $9.8 million, or 20.3% of net revenues, for the same
period of the prior year. The increase in selling, general and administrative
expenses as a percentage of sales was attributable primarily to increased dealer
interest payments to remain competitive in market areas, increased freight
expenses due to fuel increases, increased legal fees, and higher insurance
costs.
Interest Expense
Interest expense for the quarter ended March 30, 2001 was $669,000, as compared
with $554,000 for the quarter ended March 30, 2000. The increase in interest
expense in the current quarter was a result of higher interest rates associated
with the Company financing its retail inventory with outside lenders and
expenses associated with the new credit facility.
Provision for Income Taxes
Income taxes are provided for based on the tax effect of revenue and expense
transactions included in the determination of pre-tax book income. The credit
provision for income tax for the quarter ended March 31, 2000 was $210,000, or
an effective tax rate of 19.0%. During fiscal 2000, the Company recorded a
valuation allowance of $4.4 million related to deferred income tax assets in
accordance with the provisions of Statement of Financial Accounting Standards
("SFAS") No. 109. Because the Company has operated at a loss in its two most
recent fiscal years and because management believes difficult competitive
conditions will continue for the foreseeable future, management believes that
under the provisions of SFAS No. 109, it is no longer appropriate to record
income tax benefits on current losses in excess of anticipated refunds of taxes
previously paid. The Company has established valuation allowances against the
tax benefits of substantially all its net operating loss carry forwards and
deductible temporary differences between financial and taxable income.
LIQUIDITY AND CAPITAL RESOURCES
Since its organization, the Company has financed its operations primarily with
cash generated from a combination of operations, stock offerings, and
borrowings.
During the quarter ended March 30, 2001, the Company's cash provided by
operations was approximately $5.1 million. Cash provided by operations included
decreased inventories of $2.1 million, increased accounts payable and accrued
liabilities of $4.1 million, and decreased refundable income taxes and
prepayments and other of $4.4 million, partially offset by increased accounts
receivable of $6.7 million.
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During the quarter ended March 31, 2000, the Company's cash used in operations
was approximately $4.9 million. Cash was used by operations for purposes which
included: absorbing the net loss of $898,000; increased accounts receivable and
prepayments of $6.1 million, and decreased accrued liabilities of $2.6 million.
These amounts were partially offset by decreased inventories of $2.2 million and
principal collected on originated installment contracts of $1.1 million. In
addition to cash used in operating activities, other significant uses of cash
included capital expenditures of $663,000 and repayments of long-term debt of
$3.6 million, partially offset by net borrowings on notes payable of $3.0
million.
At March 30, 2001, the Company had no cash, compared to $6.1 million in cash at
December 29, 2000. Under the new line of credit all cash is required to be used
to pay down the line of credit. At March 30, 2001, the Company's net working
capital was $6.7 million, compared with $6.4 million at December 29, 2000. The
increase in net working capital was primarily due to increased accounts
receivables decreased notes payable (paid with available cash), primarily offset
by increased accounts payable and accrued liabilities. On March 9, 2001 the
Company entered into a new three year $40 million revolving credit facility with
its current financial institution. The new facility is secured by substantially
all of the Company's assets. The new credit facility replaces the Company's
$28.5 million facility, which was scheduled to terminate May 31, 2001. The new
credit line matures on March 8, 2004 and bears interest at the Prime Rate plus
1.0%. The Company has $16 million in outstanding borrowings under this line at
March 30, 2001. The Company's ability to draw upon this line of credit is
dependent upon meeting financial ratios and covenants.
The Company does not currently plan to make any material capital expenditures
during the next twelve months.
Substantially all of the Company's independent dealers finance their purchases
through "floor-plan" arrangements under which a financial institution provides
the dealer with a loan for the purchase price of the home and maintains a
security interest in the home as collateral. In connection with a floor-plan
agreement, the financial institution which provides the dealer financing
customarily requires the Company to enter into a separate repurchase agreement
with the financial institution, under which the Company is obligated, upon
default by the independent dealer, to repurchase the homes at the Company's
original invoice price plus certain administrative and shipping expenses less
any principal payments made by the dealer. Repurchases were $1,201,000 and
$1,549,000 for the quarters ended March 30, 2001 and March 31, 2000,
respectively. During the quarter ended March 30, 2001 losses on repurchases were
$283,000. At March 30, 2001, the Company's contingent repurchase liability under
floor plan financing arrangements was approximately $55.6 million. While homes
that have been repurchased by the Company under floor-plan financing
arrangements are usually sold to other dealers and losses experienced to date
under these arrangements have been insignificant, no assurance can be given that
the Company will be able to sell to other dealers homes which it may be
obligated to repurchase in the future under such floor plan financing
arrangements or that the Company will not suffer losses with respect to, and as
a consequence of, those arrangements.
Inflation
The Company believes that the relatively moderate rate of inflation over the
past few years has not had a significant impact on its sales or profitability.
The Company has in the past been able to pass on most of the increases in its
costs by increasing selling prices, although there can be no assurance that the
Company will be able to do so in the future. Increased competition in the
industry has generally prevented the Company from passing on such increases.
Item 3.
The following discussion about the Company's interest rate risk includes
"forward looking statements" that involve risks and uncertainties. Actual
results could differ materially from those projected in the forward looking
statements.
Quantitative and Qualitative Disclosures Regarding Market Risk.
Historically the Company has not entered into derivatives contracts to either
hedge existing risk or for speculative purposes. The Company also does not and
has not entered into contracts involving derivative financial instruments
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or derivative commodity instruments. Pertinent provisions of Regulation S-K call
for disclosures to clarify exposures to market risk associated with activities
in derivative financial instruments, other financials instruments and derivative
commodity instruments. The Regulation defines "other financial instruments" to
include trade accounts receivable, loans and structured notes. The Company does
not utilize derivative instruments to manage such risks. The Company's principal
credit agreement bears a floating interest rate of 1.0% over PRIME. Accordingly,
the Company is subject to market risk associated with changes in interest rates.
At March 30, 2001, $16 million was outstanding under the credit agreement. As of
December 29, 2000, the principal amount outstanding under the credit agreement
was $20.0 million. Assuming that amount outstanding, a 1% increase in the
applicable interest rate during 2000 would result in additional interest expense
of approximately $200,000, which would reduce cash flow and pre-tax earnings
dollar for dollar. Accounts receivable: Most of the Company's sales of
manufactured homes are pre-sold, such that orders exist before construction
begins. When manufactured homes are sold to dealers as inventory, such homes are
paid for by dealer's floor plan financing, such that funds ordinarily transfer
to the Company from the dealer's floor plan lender within 21 days. Management
thus does not perceive that the Company is subject to a material market risk
with respect to its accounts receivable.
"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995 Forward-looking statements in this report, including without limitation,
statements relating to the adequacy of the Company's resources, are made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Investors are cautioned that such forward-looking statements
involve risks and uncertainties, which could cause actual results to differ
materially from those in any forward looking statements, including without
limitation: the cyclical and seasonal nature of housing markets; the
availability of financing for prospective purchasers of the Company's homes; the
amount of capital that the Company may commit to its Wenco 21 joint venture to
make available consumer loans; the performance of the loans held by the
Company's finance subsidiary; the availability and pricing of raw materials; the
concentration of the Company's business in certain regional markets; the
Company's ability to execute and manage its operating plans; the availability of
labor to implement those plans; the highly competitive nature of the
manufactured housing industry; Federal, state and local regulation of the
Company's business; the Company's contingent repurchase liabilities with respect
to dealer financing; the Company's reliance on independent dealers; and other
risks indicated from time to time in the Company's filings with the Securities
and Exchange Commission.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The Company is a party to various legal proceedings incidental to its business.
The majority of these legal proceedings are claims related to warranty on
manufactured homes, or employment issues such as worker's compensation claims.
Management believes that adequate reserves are maintained for such claims. In
the opinion of management, after consultation with legal counsel, the ultimate
liability, if any, with respect to these proceedings will not materially affect
the financial position or results of operations of the Company; however, the
ultimate resolution of these matters, which could occur within one year, could
result in losses in excess of the amounts reserved.
Item 2. Changes in Securities and Use of Proceeds
"Not applicable"
Item 3. Defaults upon Senior Securities
"Not applicable"
Item 4. Submission of Matters to a Vote of Security Holders
"Not applicable"
Item 5. Other Information
"Not applicable"
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
The following Exhibits are incorporated herein by reference (except as
otherwise noted).
3.1 Certificate of incorporation of the Company, as amended
(filed as Exhibit 3.1 to the Registration Statement on
Form S-3, Registration No. 333-32933.)
3.2 By-Laws of the Company. (Filed as Exhibit 3.2 to the
Registration Statement on Form S-1, Registration No.
33-57420.)
4.1 Specimen of Stock Certificate. (Filed as Exhibit 4.1 to
the Registration Statement on Form S-1, Registration No.
33-57420.)
4.2 Southern Development Council, Inc. Promissory Note.
(Filed as Exhibit 4.10 to the Registration Statement on
Form S-1, Registration No. 33-57420.)
4.3 Stockholders' Agreement, dated as of June 8, 1989 (Filed
as Exhibit 4.12 to the Registration Statement on Form
S-1, Registration No. 33-57420.)
4.4 Form of First Amendment to Stockholders' Agreement,
dated as of January 13, 1993. (Filed as Exhibit 4.13 to
the Registration Statement on Form S-1, Registration No.
33-57420.)
10.1 Employment Agreement with Wendell L. Batchelor, dated as
of June 8, 1989. (Filed as Exhibit 10.1 to the
Registration Statement on Form S-1, Registration No.
33-57420.)
10.2 Employment Agreement with Keith Brown, dated as of June
8, 1989. (Filed as Exhibit 10.2 to the Registration
Statement on Form S-1, Registration No. 33-57420.)
10.3 Employment Agreement with Johnny R. Long, dated as of
June 8, 1989. (Filed as Exhibit 10.3 to the Registration
Statement on Form S-1, Registration No. 33-57420.)
10.4 Southern Energy Homes, Inc. 1993 Stock Option Plan.
(Filed as Exhibit 10.4 to the Registration Statement on
Form S-1, Registration No. 33-57420.)
10.5 Form of Southern Energy Homes, Inc. 401(k) Retirement
Plan. (Filed as Exhibit 10.5 to the Registration
Statement on Form S-1, Registration No. 33-57420.)
10.6 Management Agreement, effective as of June 8, 1989, by
and between Lee Capital Holdings and Southern Energy
Homes, Inc. (Filed as Exhibit 10.14 to the Registration
Statement on Form S-1, Registration No. 33-57420.)
10.7 Southern Development Council, Inc. Loan Commitment
Agreement. Filed as Exhibit 10.15 to the Registration
Statement on Form S-1, Registration No. 33-57420.)
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10.8 Lease Agreement by and between Hillard Brannon and
Southern Energy Homes, Inc., dated July 30, 1992. (Filed
as Exhibit 10.16 to the Registration Statement on Form
S-1, Registration No. 33-57420.)
10.9 Lease Agreement by and between Hillard Brannon and
Southern Energy Homes, Inc., dated November 16, 1989.
(Filed as Exhibit 10.17 to the Registration Statement on
Form S-1, Registration No. 33-57420.)
10.10 Lease Agreement by and between Robert Lowell Burdick,
Nina Burdick Vono, Carolyn Burdick Hunsaker, Jean
Burdick Hall, Mildred Burdick Marmont and Lane Burdick
Adams as Landlord, and Southern Energy Homes, Inc.,
dated as of November 20, 1985. (Filed as Exhibit 10.23
to the Registration Statement on Form S-1, Registration
No. 33-57420.)
10.11 Agreement and Plan of Merger of Southern Energy Homes,
Inc., a Delaware corporation, and Southern Energy Homes,
Inc., an Alabama corporation, dated as of January 15,
1993. (Filed as Exhibit 10.25 to the Registration
Statement on Form S-1, Registration No. 33-57420.)
10.12 Certificate of Merger Merging of Southern Energy Homes,
Inc., an Alabama corporation, with and into Southern
Energy Homes, Inc., a Delaware corporation, dated as of
January 19, 1993. (Filed as Exhibit 10.26 to the
Registration Statement on Form S-1, Registration No.
33-57420.)
10.13 Assignment of Lease and Rights dated June 29, 1993
between B.B.H.L.P Partnership and Southern Energy Homes,
Inc. (Filed as Exhibit 10.1 to the Quarterly Report on
Form 10-Q for the quarter ended July 2, 1993, File No.
0-21204.)
10.14 Lease Agreement dated as of June 1, 1984 between the
Industrial Development Board of the town of Addison,
Alabama and B.B.H.L.P Partnership. (Filed as Exhibit
10.2 to the Quarterly Report on Form 10-Q for the
quarter ended July 2, 1993, File No. 0-21204.)
10.15 Agreement Of Lease and Rights dated June 19, 1993
between B.B.H.L.P and Southern Energy Homes, Inc. (Filed
as Exhibit 10.3 to the Quarterly Report on Form 10-Q for
the quarter ended July 2, 1993, File No. 0-21204.)
10.16 Lease Agreement dated as of December 1,1986 between the
Industrial Development Board of the town of Addison,
Alabama and B.B.H.L.P Partnership. (Filed as Exhibit
10.4 to the Quarterly Report on Form 10-Q for the
quarter ended July 2, 1993, File No. 0-21204.)
10.17 Letter Agreement dated May 18, 1993 and Master Note
dated May 19, 1993 between the Company and AmSouth Bank,
N.A. (Filed as Exhibit 10.27 to the Registration
Statement on Form S-1, Registration No. 33-68954.)
10.18 Deed of Real Estate dated August 5, 1993 relating to the
Company's Plant No. 2 in Addison, Alabama. (Filed as
Exhibit 10.27 to the Registration Statement on Form S-1,
Registration No. 33-68954.)
10.19 Deed of Real Estate dated July 30, 1993 relating to the
Company's manufacturing facility in Fort Worth, Texas.
(Filed as Exhibit 10.27 to the Registration Statement on
Form S-1, Registration No. 33-68954.)
10.20 Southern Energy Homes, Inc. 1996 Option Plan for
Non-employee Directors. (Filed as Exhibit 10.20 to the
Company's Annual Report on Form 10-K for the year ended
December 29, 1995.)
10.21 Agreement and Plan of Reorganization of Southern Energy
Homes, Inc. a Delaware Corporation, and SE Management,
Inc. an Alabama Corporation, dated November 22,
1996 (filed as Exhibit 10.21 to the Company's Annual
Report on Form 10-K for the year ended January 3, 1997).
10.22 Amended and Restated Employment Agreement with Wendell
L. Batchelor, dated as of June 14, 1996 (filed as
Exhibit 10.22 to the Company's Annual Report on Form 10K
for the year ended January 3, 1997).
10.23 Amended and Restated Employment Agreement with Keith W.
Brown, dated as of June 14, 1996 (filed as Exhibit 10.23
to the Company's Annual Report on Form 10K for the year
ended January 3, 1997).
10.24 Asset Purchase Agreement, dated as of December 3, 1997,
by and among the Registrant, A&G, Inc. and the sole
stockholder of A&G, Inc. (Filed as Exhibit 10.24 to the
Company's Annual Report on Form 10-K for the year ended
January 2, 1998.)
10.25 Asset Purchase Agreement, dated as of April 3, 1998, by
and among Southern Energy S. C. Retail Corp., Rainbow
Homes, Inc. and the sole stockholder of Rainbow Homes,
Inc. (filed as Exhibit 10.25 to the Company's quarterly
Report on Form 10-Q for the quarter ended October 2,
1998)
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15
10.26 Loan and Security Agreement, dated as of March 9, 2001,
among the financial institutions named therein as
Lenders, AmSouth Bank as agent, AmSouth Capital Corp. as
administrative agent, Southern Energy Homes, Inc. as a
borrower and the other borrowers named therein. **
(b) Reports on Form 8-K None
** filed herewith
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SIGNATURES
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.
SOUTHERN ENERGY HOMES, INC.
Date: May 11, 2001 By: /s/ Wendell L. Batchelor
--------------------------------------
Wendell L. Batchelor, Chairman
and Chief Executive Officer
Date: May 11, 2001 By: /s/ Keith W. Brown
--------------------------------------
Keith W. Brown, Executive Vice President,
Chief Financial Officer, Treasurer and
Secretary
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EXHIBIT INDEX
The following Exhibits are incorporated herein by reference (except as otherwise
noted).
3.1 Certificate of incorporation of the Company, as amended
(filed as Exhibit 3.1 to the Registration Statement on
Form S-3, Registration No. 333-32933.)
3.2 By-Laws of the Company. (Filed as Exhibit 3.2 to the
Registration Statement on Form S-1, Registration No.
33-57420.)
4.1 Specimen of Stock Certificate. (Filed as Exhibit 4.1 to
the Registration Statement on Form S-1, Registration No.
33-57420.)
4.2 Southern Development Council, Inc. Promissory Note.
(Filed as Exhibit 4.10 to the Registration Statement on
Form S-1, Registration No. 33-57420.)
4.3 Stockholders' Agreement, dated as of June 8, 1989 (Filed
as Exhibit 4.12 to the Registration Statement on Form
S-1, Registration No. 33-57420.)
4.4 Form of First Amendment to Stockholders' Agreement,
dated as of January 13, 1993. (Filed as Exhibit 4.13 to
the Registration Statement on Form S-1, Registration No.
33-57420.)
10.1 Employment Agreement with Wendell L. Batchelor, dated as
of June 8, 1989. (Filed as Exhibit 10.1 to the
Registration Statement on Form S-1, Registration No.
33-57420.)
10.2 Employment Agreement with Keith Brown, dated as of June
8, 1989. (Filed as Exhibit 10.2 to the Registration
Statement on Form S-1, Registration No. 33-57420.)
10.3 Employment Agreement with Johnny R. Long, dated as of
June 8, 1989. (Filed as Exhibit 10.3 to the Registration
Statement on Form S-1, Registration No. 33-57420.)
10.4 Southern Energy Homes, Inc. 1993 Stock Option Plan.
(Filed as Exhibit 10.4 to the Registration Statement on
Form S-1, Registration No. 33-57420.)
10.5 Form of Southern Energy Homes, Inc. 401(k) Retirement
Plan. (Filed as Exhibit 10.5 to the Registration
Statement on Form S-1, Registration No. 33-57420.)
10.6 Management Agreement, effective as of June 8, 1989, by
and between Lee Capital Holdings and Southern Energy
Homes, Inc. (Filed as Exhibit 10.14 to the Registration
Statement on Form S-1, Registration No. 33-57420.)
10.7 Southern Development Council, Inc. Loan Commitment
Agreement. Filed as Exhibit 10.15 to the Registration
Statement on Form S-1, Registration No. 33-57420.)
10.8 Lease Agreement by and between Hillard Brannon and
Southern Energy Homes, Inc., dated July 30, 1992. (Filed
as Exhibit 10.16 to the Registration Statement on Form
S-1, Registration No. 33-57420.)
10.9 Lease Agreement by and between Hillard Brannon and
Southern Energy Homes, Inc., dated November 16, 1989.
(Filed as Exhibit 10.17 to the Registration Statement on
Form S-1, Registration No. 33-57420.)
10.10 Lease Agreement by and between Robert Lowell Burdick,
Nina Burdick Vono, Carolyn Burdick Hunsaker, Jean
Burdick Hall, Mildred Burdick Marmont and Lane Burdick
Adams as Landlord, and Southern Energy Homes, Inc.,
dated as of November 20, 1985. (Filed as Exhibit 10.23
to the Registration Statement on Form S-1, Registration
No. 33-57420.)
10.11 Agreement and Plan of Merger of Southern Energy Homes,
Inc., a Delaware corporation, and Southern Energy Homes,
Inc., an Alabama corporation, dated as of January 15,
1993. (Filed as Exhibit 10.25 to the Registration
Statement on Form S-1, Registration No. 33-57420.)
10.12 Certificate of Merger Merging of Southern Energy Homes,
Inc., an Alabama corporation, with and into Southern
Energy Homes, Inc., a Delaware corporation, dated as of
January 19, 1993. (Filed as Exhibit 10.26 to the
Registration Statement on Form S-1, Registration No.
33-57420.)
10.13 Assignment of Lease and Rights dated June 29, 1993
between B.B.H.L.P Partnership and Southern Energy Homes,
Inc. (Filed as Exhibit 10.1 to the Quarterly Report on
Form 10-Q for the quarter ended July 2, 1993, File No.
0-21204.)
10.14 Lease Agreement dated as of June 1, 1984 between the
Industrial Development Board of the town of Addison,
Alabama and B.B.H.L.P Partnership. (Filed as Exhibit
10.2 to the Quarterly Report on Form 10-Q for the
quarter ended July 2, 1993, File No. 0-21204.)
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10.15 Agreement Of Lease and Rights dated June 19, 1993
between B.B.H.L.P and Southern Energy Homes, Inc. (Filed
as Exhibit 10.3 to the Quarterly Report on Form 10-Q for
the quarter ended July 2, 1993, File No. 0-21204.)
10.16 Lease Agreement dated as of December 1,1986 between the
Industrial Development Board of the town of Addison,
Alabama and B.B.H.L.P Partnership. (Filed as Exhibit
10.4 to the Quarterly Report on Form 10-Q for the
quarter ended July 2, 1993, File No. 0-21204.)
10.17 Letter Agreement dated May 18, 1993 and Master Note
dated May 19, 1993 between the Company and AmSouth Bank,
N.A. (Filed as Exhibit 10.27 to the Registration
Statement on Form S-1, Registration No. 33-68954.)
10.18 Deed of Real Estate dated August 5, 1993 relating to the
Company's Plant No. 2 in Addison, Alabama. (Filed as
Exhibit 10.27 to the Registration Statement on Form S-1,
Registration No. 33-68954.)
10.19 Deed of Real Estate dated July 30, 1993 relating to the
Company's manufacturing facility in Fort Worth, Texas.
(Filed as Exhibit 10.27 to the Registration Statement on
Form S-1, Registration No. 33-68954.)
10.20 Southern Energy Homes, Inc. 1996 Option Plan for
Non-employee Directors. (Filed as Exhibit 10.20 to the
Company's Annual Report on Form 10-K for the year ended
December 29, 1995.)
10.21 Agreement and Plan of Reorganization of Southern Energy
Homes, Inc. a Delaware Corporation, and SE Management,
Inc. an Alabama Corporation, dated November 22, 1996
(filed as Exhibit 10.21 to the Company's Annual Report
on Form 10-K for the year ended January 3, 1997).
10.22 Amended and Restated Employment Agreement with Wendell
L. Batchelor, dated as of June 14, 1996 (filed as
Exhibit 10.22 to the Company's Annual Report on Form 10K
for the year ended January 3, 1997).
10.23 Amended and Restated Employment Agreement with Keith W.
Brown, dated as of June 14, 1996 (filed as Exhibit 10.23
to the Company's Annual Report on Form 10K for the year
ended January 3, 1997).
10.24 Asset Purchase Agreement, dated as of December 3, 1997,
by and among the Registrant, A&G, Inc. and the sole
stockholder of A&G, Inc. (Filed as Exhibit 10.24 to the
Company's Annual Report on Form 10-K for the year ended
January 2, 1998.)
10.25 Asset Purchase Agreement, dated as of April 3, 1998, by
and among Southern Energy S. C. Retail Corp., Rainbow
Homes, Inc. and the sole stockholder of Rainbow Homes,
Inc. (filed as Exhibit 10.25 to the Company's quarterly
Report on Form 10-Q for the quarter ended October 2,
1998)
10.26 Loan and Security Agreement, dated as of March 9, 2001,
among the financial institutions named therein as
Lenders, AmSouth Bank as Agent, AmSouth Capital Corp. as
Administrative Agent, Southern Energy Homes, Inc. as a
borrower and the other borrowers named therein. **
** filed herewith
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