-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, lnPZpheVZsW76BGo2SZssSFtPuNQacp0iix5gXUhM1mHNnW7KQZtT3gM/r0jE4yc Y742vU+qWpiTDcMCqfL03g== 0000950144-95-001391.txt : 19950517 0000950144-95-001391.hdr.sgml : 19950517 ACCESSION NUMBER: 0000950144-95-001391 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19950331 FILED AS OF DATE: 19950515 SROS: MSE SROS: NYSE SROS: PHLX FILER: COMPANY DATA: COMPANY CONFORMED NAME: CLAYTON HOMES INC CENTRAL INDEX KEY: 0000719547 STANDARD INDUSTRIAL CLASSIFICATION: MOBILE HOMES [2451] IRS NUMBER: 620794407 STATE OF INCORPORATION: TN FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-08824 FILM NUMBER: 95539981 BUSINESS ADDRESS: STREET 1: 623 MARKET ST CITY: KNOXVILLE STATE: TN ZIP: 37902 BUSINESS PHONE: 6159707200 MAIL ADDRESS: STREET 1: PO BOX 15169 CITY: KNOXVILLE STATE: TN ZIP: 37901 10-Q 1 FORM 10-Q OF CLAYTON HOMES INC. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q /x/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1995 Commission file number 1-8824 CLAYTON HOMES, INC. - ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Tennessee 62-0794407 - --------------------------- ----------------------------- (State or other jurisdiction of (I.R.S. Employer Identification incorporation or organization) Number) P. O. Box 15169 623 Market Street Knoxville, Tennessee 37902 - --------------------------------------- ------------------------------ (Address of principal executive offices (zip code) 615-970-7200 - ------------------------------------------------------------------------------- (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. Shares of common stock $.10 par value, outstanding on March 31, 1995 - 75,481,416 1 2 CLAYTON HOMES, INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (unaudited - in thousands except per share data)
Quarter Ended Nine Months Ended March 31, March 31, REVENUES 1995 1994 1995 1994 ---- ---- ---- ---- Net sales $139,635 $117,736 $426,387 $346,461 Financial services 30,922 28,905 74,491 69,749 Rental and other income 9,126 3,595 24,737 15,935 -------- -------- -------- -------- Total Revenues 179,683 150,236 525,615 432,145 EXPENSES Cost of sales 95,842 82,480 295,767 240,238 Selling, general and administrative 46,459 37,956 132,969 108,269 Financial services interest 1,322 1,942 4,428 6,357 Provision for credit losses and contingencies 1,000 800 3,000 2,800 -------- -------- -------- -------- Total Expenses 144,623 123,178 436,164 357,664 -------- -------- -------- -------- OPERATING INCOME 35,060 27,058 89,451 74,481 Interest income (expense) 150 63 1,948 (699) -------- -------- -------- -------- Income before income taxes and cumulative effect of change in method of accounting for income taxes 35,210 27,121 91,399 73,782 Provision for income taxes 12,900 9,600 32,700 26,600 -------- -------- -------- -------- INCOME BEFORE ACCOUNTING CHANGE 22,310 17,521 58,699 47,182 Cumulative effect as of July 1, 1993 of change in method of accounting for income taxes --- --- --- 3,000 -------- -------- -------- -------- NET INCOME $ 22,310 $ 17,521 $ 58,699 $ 50,182 ======== ======== ======== ======== Income per share before accounting change:(1) Primary $ .29 $ .23 $ .77 $ .65 Fully diluted (2) .29 .23 .77 .63 Net income per share:(1) Primary $ .29 $ .23 $ .77 $ .69 Fully diluted (2) .29 .23 .77 .67 Average shares outstanding: (1) Primary 75,873 74,371 75,872 72,656 Fully diluted (2) 75,873 76,826 75,872 76,773
(1) 1994 figures adjusted for the December 5, 1994 5-for-4 stock split. (2) 1994 figures computed assuming conversion of convertible subordinated debentures.
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Audited) (in thousands) March 31, June 30, 1995 1994 ---------- --------- Assets: Cash and cash equivalents $102,430 $ 38,922 Receivables, net 254,005 354,114 Inventories 85,873 77,317 Property, plant and equipment, net 155,777 129,883 Other assets 111,022 100,912 -------- -------- TOTAL ASSETS $709,107 $701,148 ======== ======== Liabilities and Shareholders' Equity: Accounts payable and accrued liabilities $ 48,153 $ 55,844 Long-term obligations 54,488 70,680 Deferred income taxes 4,407 7,258 Other liabilities 84,951 105,212 Shareholders' equity 517,108 462,154 -------- -------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $709,107 $701,148 ======== ========
2 3 CLAYTON HOMES, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED - IN THOUSANDS)
NINE MONTHS ENDED MARCH 31, ----------------- 1995 1994 ---- ---- CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $ 58,699 $ 50,182 Adjustments to reconcile net income to net cash provided (used) by operating activities: Depreciation and amortization 5,792 4,961 Gain on sale of installment contract receivables, net of amortization (12,329) (15,261) Provision for credit losses 3,000 2,800 Increase in other receivables (41,688) (3,833) Change in other operating assets and liabilities (15,868) (10,533) (Decrease) increase in other liabilities, net of other assets (14,514) 14,238 --------- -------- Cash (used) provided by operations (16,908) 42,554 Origination of installment contract receivables (243,983) (202,235) Proceeds from sales of originated installment contract receivables 337,012 260,929 Principal collected on originated installment contract receivables 30,119 24,101 -------- -------- Net cash provided by operations 106,240 125,349 CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of installment contract receivables (1,236) (80,915) Proceeds from sales of acquired installment contract receivables 7,112 59,379 Principal collected on acquired installment contract receivables 12,526 8,976 Acquisition of property, plant and equipment (31,686) (18,639) Decrease (increase) in restricted cash and investments 15,490 (13,819) -------- --------- Net cash provided (used) by investing activities 2,206 (45,018) CASH FLOWS FROM FINANCING ACTIVITIES: Dividends paid (1,541) 0 Proceeds from short term borrowings 111,394 75,032 Repayment of short term borrowings (136,394) (77,234) Repayment of debt collateralized by installment contract receivables (16,192) (20,267) (Repurchase) issuance of stock for incentive plans (2,205) 2,175 --------- -------- Net cash used by financing activities (44,938) (20,294) --------- -------- Net increase (decrease) in cash and cash equivalents 63,508 60,037 Cash and cash equivalents at beginning of year 38,922 28,668 -------- -------- Cash and cash equivalents at end of period $102,430 $ 88,705 ======== ======== SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid during the period for: Interest $ 5,003 $ 8,241 Income taxes $ 31,633 $ 19,568
3 4 Clayton Homes, Inc. Notes to Condensed Consolidated Financial Statements (unaudited) 1. The condensed consolidated financial statements of Clayton Homes, Inc. and its subsidiaries have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with Generally Accepted Accounting Principles have been omitted. The condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's Annual Report to Shareholders for the year ended June 30, 1994. The information furnished reflects all adjustments which are necessary for a fair presentation of the Company's financial position as of March 31, 1995 and the results of its operations for the nine months and quarter ended March 31, 1995 and 1994 and the changes in its cash position for the same periods. All such adjustments are of a normal recurring nature. 2. The results of operations for the nine months and quarters ended March 31, 1995 and 1994 are not necessarily indicative of the results to be expected for the respective full years. 3. Certain reclassifications have been made to the fiscal 1994 financial statements to conform to the fiscal 1995 presentation. 4. Effective for the fiscal year beginning July 1, 1993, the Company adopted Statement of Financial Accounting Standards No. 109 that revised the accounting for income taxes. The effect of the adoption of this standard was to increase net income by $3 million and is reported in the Condensed Consolidated Statements of Income as a cumulative change in method of accounting for income taxes effective as of July 1, 1993. 4 5 PART 1 - - FINANCIAL INFORMATION ITEM 1. Financial Statements. See Pages 2 through 4. ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. NINE MONTHS ENDED MARCH 31, 1995 AND 1994: The following table shows the percentage changes in retail sales by the Company's retail and community sales centers and in wholesale sales to independent dealers. It also shows percentage increases in the average number of company-owned retail sales centers, communities and independent dealers. Comparative percentages are given for the nine month periods ended March 31, 1995 and 1994:
First Nine Months Fiscal year 1995 vs 1994 ------------------------ Retail: Dollar sales +15.7% Average number of sales centers +19.0% Average dollar sales per sales center - 2.8% Average home price + 5.4% Wholesale: Dollar sales +37.9% Average number of independent dealers + 0.0% Average dollar sales to independent dealers +37.9% Average home price +11.4% Communities: Dollar Sales +23.9% Average number of communities +37.5% Average dollar sales per community - 9.9% Average home price + 2.4%
Total revenues for the nine months ended March 31, 1995 increased 22% because of the 23% increase in manufactured housing sales to $426 million, the 7% increase in financial services income to $74 million and the 55% increase in rental and other income to $25 million. Net sales of the Retail Group rose 16% to $258 million due to the 5% rise in the average home price, and the 19% increase in company-owned sales centers. This was partially offset by the 8% decrease in the average number of homes sold per sales center. The rise in the average home price is primarily attributable to increased costs and to market factors affecting supply and demand. These market factors allow the Company, in certain cases, to raise retail prices on individually negotiated transactions. 5 6 Net sales of the Manufacturing Group increased 38% to $152 million due to a 24% rise in the number of homes sold and the 11% increase in the average wholesale price to independent dealers. The average price rose primarily due to increases in raw material cost. Net sales of the Communities Group rose 24% to $16 million due to a 21% increase in units sold and a 2% increase in the average home price. Financial services income increased 7%. Insurance related revenues rose $7 million, and interest and loan servicing revenues increased $2.3 million. Gains on the sale of installment contract receivables decreased by $3 million as compared to the prior year. Rental and other income increased 55% primarily due to a 31% increase in the average number of sites owned in communities and to a 4% increase in the occupancy percentage. The following table shows the fluctuations in interest and loan servicing revenues related to changes in interest and servicing rates and changes in the average balances of receivables owned and receivables sold. Receivables owned or sold are the installment contract receivables originated from the retail sale of homes by the Company or are purchased from independent dealers and unrelated financial institutions. Receivables owned generate interest income and, in certain cases, have been used to collateralize debt or to create a subordinated interest for the Company in a pool of receivables accounted for by the consolidated method. Receivables sold are pooled and sold, and generate gains representing the discounted present value of the excess of principal and interest collected over the amount required to be remitted to investors. Servicing is retained by the Company in all cases. The change due to both rate and volume has been allocated to rate and volume fluctuations in proportion to the relationship of the absolute dollar amounts of the change in each. Comparative fluctuations are given between the first nine months ended March 31, 1995 and 1994:
First Nine Months Fiscal year 1995 vs 1994 Increase (Decrease) Due to --------------------------- Rate Volume Total ---- ------ ----- (in thousands) Interest and loan servicing revenues: Receivables owned $ 1,522 $(2,991) $(1,469) Receivables sold (1,702) 5,777 4,075 Master Servicing Contracts 868 (1,133) (265) ------- ------- ------- $ 688 $ 1,653 $ 2,341 ======= ======= =======
Interest and loan servicing revenues increased 6% to $45 million. The average balance of receivables owned decreased to $211 million with an increase in the weighted average interest rate to 12.7% from 11.8%. The average balance of receivables sold with servicing retained increased 34% to $849 million with a decrease in the weighted average loan service spread to 3.6% from 3.9%. 6 7 Financial Services interest expense decreased $1.8 million, or 30%, to $4.4 million. Average debt collateralized by installment contract receivables dropped 29% from $78 million to $55 million, while the weighted average interest rate remained at 10.8%. The terms of the debt preclude the Company from prepaying it. Gross profit margins decreased to 30.6% from 30.7%. The decrease is primarily attributable to a decline in the proportion of retail sales, which are higher in margin than wholesale sales, as a percent of total Company sales. Retail sales represented 60% of consolidated sales this year versus 64% last year. Selling, general and administrative expenses were 25.3% of revenues versus 25.1% in the prior comparable period. The increase is largely the result of insurance claims experience and expenses associated with the sale of installment contract receivables. The provision for credit losses declined as a percent of sales to 0.7% from 0.8% last year primarily due to the trend of credit losses as a percent of average loans outstanding continuing to decline. The following table sets forth delinquent installment sales contracts as a percentage of the total number of installment sales contracts on which the Company provided servicing and was either contingently liable or owner. A contract is considered delinquent if any payment is past due 30 days or more.
Delinquency Percentage on March 31 1995 1994 ---- ---- Total delinquencies as percentage of contracts outstanding: All contracts 1.74% 1.70% Contracts originated by VMF 1.29% 1.20% Contracts acquired from other institutions 3.75% 3.98%
The following table sets forth information related to loan loss/repossession experience for all installment contract receivables on which the Company is either contingently liable or owner:
Loan Loss/Repossession Experience for the nine months ended March 31 1995 1994 ---- ---- Net losses as percentage of average loans outstanding (annualized): All contracts 0.2% 0.4% Contracts originated by VMF 0.0% 0.1% Contracts acquired from other institutions 2.5% 1.9% Number of contracts in repossession: Total 563 622 Contracts originated by VMF 430 386 Contracts acquired from other institutions 133 236 Total number of contracts in repossession as percentage of total contracts 0.90% 1.04%
7 8 The $8.6 million increase in inventories as of March 31, 1995 from June 30, 1994 is explained as follows:
Manufacturing Group (in millions) ------------------- ------------- Increase in finished goods $ 6.0 Decrease in raw materials (3.2) Retail Group ------------ Decrease in average stocking levels at 165 sales centers owned by the Company at June 30, 1994 (1.4) Increase in inventory due to 20 new company-owned sales centers 7.2 Communities Group ----------------- Decrease in average inventory at 46 communities owned by the Company at June 30, 1994 (1.2) Increase in inventory due to seven new company-owned communities 1.2 ----- $ 8.6 =====
On March 31, 1995, order backlogs for the Manufacturing Group (consisting of company-owned and independent dealer orders) increased 25% to $39.5 million, from $31.5 million at the same time last year. Liquidity and Capital Resources Cash at March 31, 1995, was $102.4 million as compared to $38.9 million on June 30, 1994. The Company anticipates meeting cash needs with cash flows from operations, current cash balances, and the sale of installment contracts receivable and GNMA certificates. 8 9 THIRD QUARTER ENDED MARCH 31, 1995 AND 1994: The following table reflects the percentage changes in retail sales by the Company's retail and community sales centers and in wholesale sales to independent dealers. It also shows the percentage increases in the average number of company-owned, retail sales centers, communities and independent dealers. Comparative percentages are given for the third quarters ended March 31, 1995 and 1994:
Third Quarter Fiscal year 1995 vs 1994 ------------------------ Retail: Dollar sales +10.7% Average number of sales centers +19.5% Average dollar sales per sales center - 7.3% Average home price + 5.7% Wholesale: Dollar sales +37.4% Average number of independent dealers - 2.1% Average dollar sales to independent dealers +40.3% Average home price + 7.6% Communities: Dollar Sales + 3.0% Average number of communities +43.2% Average dollar sales per community -28.1% Average home price - 8.5%
Total revenues for the quarter ended March 31, 1995, increased 20% primarily because of a 19% increase in manufactured housing sales to $140 million and a $6 million increase in rental and other income. The balance of revenue growth came from a 7% increase in financial service income to $31 million. Net sales of the Retail Group rose 11% to $85 million primarily due to the 7% rise in the average new home price and the 20% increase in the average number of company-owned sales centers. This was partially offset by the 12% decrease in the average number of homes sold per sales center. The rise in the average home price is primarily attributable to market factors affecting supply and demand. These market factors allow the Company, in certain cases, to raise retail prices on individually negotiated transactions. Net sales of the Manufacturing Group increased 37% to $50 million due to a 28% rise in the number of homes sold and the 8% increase in the average wholesale price to independent dealers. The average price rose primarily due to increases in raw material costs. Net sales of the Communities Group increased 3% to $5 million primarily due to a 13% increase in units sold partially offset by the 9% decrease in the average home price. The decrease in the average home price relates to a shift in the product mix toward single-section homes away from multi-section homes. Financial services income increased 7% to $31 million primarily due to increases in insurance revenues and in interest income on originated receivables. A slight increase in the gain related to the sales of installment contract receivables also contributed to the increase. Rental and other income increased $6 million to $9 million primarily due to a 35% increase in the average number of sites owned and a 4% increase in occupancy rates. 9 10 The following table shows the fluctuations in interest and loan servicing revenues related to changes in interest and servicing rates and changes in the average balances of receivables owned and receivables sold. The change due to both rate and volume has been allocated to rate and volume fluctuations in proportion to the relationship of the absolute dollar amounts of the change in each. Comparative fluctuations are given between the quarters ended March 31, 1995 and 1994:
Third Quarter Fiscal year 1995 vs 1994 Increase (Decrease) Due to ---------------------------- Rate Volume Total ---- ------ ----- (in thousands) Interest and loan servicing revenues: Receivables owned $ 1,182 $(1,500) $ (318) Receivables sold (662) 1,865 1,203 Master Servicing Contracts 689 (889) (200) ------- ------- ------ $ 1,209 $ (524) $ 685 ======= ======= ======
Interest and loan servicing revenues increased $1 million or 5% to $15 million. The average balance of receivables owned decreased 21% to $182 million with an increase in the weighted average interest rate to 13.9% from 11.6%. The average balance of receivables sold with servicing retained increased 28% to $917 million with a decrease in the weighted average loan service spread to 3.6% from 4.0%. Financial Services interest expense decreased $.6 million, or 31%, to $1.3 million. Average debt collateralized by installment contract receivables dropped 30% to $50 million while the weighted average interest rate decreased from 10.8% to 10.7%. Gross profit margins increased to 31.4% from 29.9% in last year's third quarter. The increase is primarily attributable to company-owned sales centers selling more company-produced product than last year. Company-owned sales centers bought 11% more of their units sold from company-owned plants. Selling, general and administrative expenses were 25.9% of revenues versus 25.3% in the prior comparable period. The increase is primarily due to higher than expected insurance claims and to increase in expenses associated with the asset-backed sale. The provision for credit losses remained at .7% of sales primarily due to the trend of credit losses as a percent of average loans outstanding continuing to decline. The following table presents write-off experience for the quarter ended March 31, 1995:
Third Quarter Ended March 31, -------------------- 1995 1994 ---- ---- Net losses as percentage of average loans outstanding (annualized): All contracts 0.1% 0.3% Contracts originated by VMF 0.0% 0.0% Contracts acquired from other institutions 2.1% 1.9%
10 11 PART II - - OTHER INFORMATION ITEM 1 - There were no reportable events for Item 1 through Item 5. ITEM 6 - - Exhibits and Reports for Form 8-K. (a) 11. Statement regarding computation of per share earnings: (b) 27. Financial Data Schedule (for SEC use only) 11 12 CLAYTON HOMES, INC. 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. CLAYTON HOMES, INC. ------------------- (Registrant) Date: May 12, 1995 /s/ Joseph H. Stegmayer -------------------- ----------------------- Joseph H. Stegmayer President and Chief Operating Officer 12 EX-11 2 COMPUTATION OF PER SHARE EARNING 1 Exhibit 11 Net income per share on a primary basis is computed on the weighted average number of shares outstanding during the quarter after giving effect to the equivalent shares which are issuable upon the exercise of stock options determined by the treasury stock method. Nineteen ninety-four fully diluted earnings per share is computed assuming conversion of convertible subordinated debentures which converted in March of 1994. The calculation of primary and fully diluted earnings per share follow:
Quarter Nine Months Ended March 31, (in thousands except per share data) 1995 1994 1995 1994 - -------------------------------------------------------------------------------------- Reported income before accounting change (primary) $22,310 $17,521 $58,699 $47,182 Add: Convertible debentures interest expense, net of tax 0 256 0 1,211 ------- ------- ------- ------- Income before accounting change (fully diluted) $22,310 $17,777 $58,699 $48,393 ======= ======= ======= ======= Reported net income (primary) $22,310 $17,521 $58,699 $50,182 Add: Convertible debentures interest expense, net of tax 0 256 0 1,211 ------- ------- ------- ------- Net income (fully diluted) $22,310 $17,777 $58,699 $51,393 ======= ======= ======= ======= Weighted average shares outstanding (primary) 75,873 74,371 75,872 72,656 Shares issuable upon conversion of all debentures 0 2,455 0 4,117 ------- ------- ------- ------- Weighted average shares outstanding (fully diluted) 75,873 76,826 75,872 76,773 ======= ======= ======= ======= Earnings per share before accounting change: Primary $ .29 $ .23 $ .77 $ .65 Fully diluted .29 .23 .77 .63 Earnings per share: Primary $ .29 $ .23 $ .77 $ .69 Fully diluted .29 .23 .77 .67
EX-27 3 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FINANCIAL STATEMENTS OF CLAYTON HOMES, INC. FOR THE QUARTER ENDED MARCH 31, 1995, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 US DOLLARS 9-MOS JUN-30-1995 JUL-01-1994 MAR-31-1995 1 102,430 0 265,966 11,961 85,873 0 161,569 5,792 709,107 0 54,488 177,360 0 0 399,748 709,107 426,387 525,615 295,767 436,164 0 3,000 5,003 91,399 32,700 58,699 0 0 0 58,699 .77 .77
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