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 and modular homes under various trade names.  The Company has manufacturing facilities in Alabama, Indiana, Kansas, North Carolina, Oregon, Pennsylvania and Wisconsin.  Additionally, it sells at retail through 2 subsidiaries in Indiana and North Carolina.

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 2 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 room or area, a fully equipped kitchen, 2, 3, 4 or 5 bedrooms, and one or more full baths.  The Company also produces many homes with such additional living spaces as family rooms, sunrooms, dens, utility rooms and porches.  The homes are equipped with central heating, carpeting, a choice of coordinated colors and interior decoration, and are offered in a wide range of floor plans.  Single section homes are 12, 14 or 16 feet wide and vary in overall length from 36 to 76 feet.  Multi-section homes are 2 or more 12, 14, 15 or 16 foot wide sections, with overall lengths ranging from 36 to 76 feet.

The Company’s typical modular home is built in 2 or 3 sections and is very similar to a multi-section manufactured home, however without a permanent steel chassis.

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 dependent upon any particular supplier for its raw materials or component parts.

For the most part, the Company sells its products to numerous independent retailers and builders, most of whom also sell competing products.  In the year ended December 31, 2003, the Company’s largest customer accounted for approximately 4% of the Company’s sales.  The Company generally manufactures its homes only after receipt of orders and sales backlogs in the manufactured housing and modular housing industries are traditionally short.

Retail prices for the Company’s single section homes typically range from approximately $25,000 to $50,000 and from approximately $35,000 to $125,000 for multi-section homes.  The Company’s homes generally fall within the mid price range of the industry.

Homes were sold by the Company during 2003 to retailers and builders in most of the continental United States.  Transportation charges from the point of manufacture to the delivery point are an important factor in the cost of a home and often influence a choice of product.  In general, most deliveries are made within a 500-mile radius of the manufacturing facility.

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 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 Institute of Building Technology and Safety, at the end of 2003, there were 62 companies operating 206 facilities producing manufactured housing in the United States.  The number of companies and facilities involved in modular housing production is unknown.

Generally, since the 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.  Over the last 5 years, however, while the site built housing industry has benefited from low interest rates and high loan availability, financing for manufactured housing has not followed the same course.  Therefore, the manufactured housing industry and the Company’s manufactured housing business have not followed the national housing market trend.  The Company’s modular home business, which began in the year 2000, seems to trend more in line with the other portions of the housing industry.

In addition, the quality and number of manufactured home developments with space available for new homes sometimes affect the market for manufactured homes.  Manufactured home parks and the 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.

Because of their size and weight, the Company’s 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.  The standards for construction of the Company’s modular homes are subject to state or local modular building codes.  These codes are also lengthy and complex and, given the Company’s wide range of geographical market, more voluminous.

The Company’s ability to sell its homes is dependent to a considerable degree upon the availability and terms of financing both to its retailers and to retail customers.  Consequently, increases in interest rates or tightening of credit could adversely affect the Company’s business. Conversely, a lowering of interest rates or relaxation of credit restraints could improve the Company’s business.  The availability and financing terms of manufactured housing do not always follow the attributes of financing for other types of housing.

Retail customers usually finance their home purchases with funds borrowed from banks, finance companies, mortgage companies and savings and loan associations.  Manufactured home loans are secured either by the home (chattel mortgage) or by a combination of the home and land (land/home or real property mortgage).  Chattel loans are often made at a substantially higher rate of interest and are not competitive when conventional real property mortgage rates are low, as they

have been in recent years.  In addition, the number of financial institutions making chattel loans on manufactured homes has declined in the past few years.  However, manufactured homes and modular homes qualify for and are financed utilizing conventional real property mortgage financing. The acceptance of these homes for such financing has, to a small extent, offset the decline in the availability of chattel financing.

Many retailers 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 retailer’s inventory.  To assist retailers 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 (usually from 1 – 1 1/2 years) pending sale to a retail customer, agrees to repurchase a home so financed in the event of the retailer’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 and shortages) exceed the proceeds received by the Company from resale of the home repurchased.

A growing number of the Company’s retailers are buying homes and funding the purchase through construction financing.  This type of financing does not require the Company to repurchase the home if the retailer has defaulted on the loan.

Irish Homes, Inc., a wholly-owned subsidiary of the Company, commenced operations in 1988 to develop subdivisions located in Northern Indiana using the Company’s manufactured and modular 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.

In 1994, the Company formed Waverlee Homes, Inc., a majority owned subsidiary, which

operates production facilities in Hamilton, Alabama.  This operation enhanced the Company’s ability to serve the market in the South Central United States.

During 1997, the Company formed Gipper Development Company, LLC, a wholly-owned entity, which is developing a manufactured housing community in Northern Indiana.

In 1998, Statesville Housing Center, Inc. was formed as a wholly-owned subsidiary of the Company and began operations as a retailer 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.

In 2000, the Company formed 3 subsidiaries, Ocala Housing Center, Inc.; Waverlee Homes of Texas, Inc.; and First American Homes, Inc., to establish temporary retail outlets for homes the Company was obligated to repurchase under agreements with various financial institutions providing inventory financing to the Company’s independent retailers.  During 2001, the Company closed and liquidated First American Homes, Inc., closed and liquidated Waverlee Homes of Texas, Inc. during 2002 and closed and liquidated Ocala Housing Center, Inc. in 2003.

Employees

As of March 13, 2004, the Company had approximately 790 full-time employees.