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FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark one)
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999.
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 1-7160
COACHMEN INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Indiana 35-1101097
(State of incorporation (IRS Employer Identification No.)
or organization)
2831 Dexter Drive, Elkhart, Indiana 46514
(Address of principal executive offices) (Zip Code)
(219) 262-0123
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, Without Par Value New York Stock Exchange
(Title of each class) (Name of each exchange on
which registered)
Securities registered pursuant to Section 12(g) of the Act: None
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. X Yes _ No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment hereto. X
While it is difficult to determine the number of shares owned by
non-affiliates (within the meaning of such term under the applicable
regulations of the Securities and Exchange Commission), the registrant
estimates that the aggregate market value of the registrant's Common Stock
on March 21, 2000 held by non-affiliates was $197.36 million (based upon
the closing price on the New York Stock Exchange and an estimate that 89.4%
of such shares are owned by non-affiliates).
As of March 21, 2000, 15,560,391 shares of the registrant's Common Stock
were outstanding.
Documents Incorporated by Reference
Parts of Form 10-K into which
Document the Document is Incorporated
Portions of the Proxy Statement for
the Annual Meeting of Shareholders
to be held on May 4, 2000 Part III
Part I.
Item 1. Business
Coachmen Industries, Inc. (the "Company" or the "Registrant") was
incorporated under the laws of the State of Indiana on December 31,
1964, as the successor to a proprietorship established earlier that
year. All references to the Company include its wholly owned
subsidiaries and divisions.
The Company is one of the largest full-line producers of recreational
vehicles ("RVs") and is the largest builder of modular homes in the
United States. The Company's RVs are marketed under various brand names
including Coachmen, Shasta, and Viking through approximately 1,300
independent dealers located in 49 states and internationally and through
six Company-owned dealerships. Modular homes are manufactured by the
Company's All American Homes operation which sells homes through
approximately 300 builders.
The Company maintains approximately 61 trademarks, which are up for
renewal from 2000 through 2013, and approximately 9 patents due to
expire between 2001 and 2016. There are no material licenses,
franchises, or concessions and no material foreign operations.
The Company operates primarily in two business segments, vehicles and
housing. The vehicle segment consists of the manufacture and
distribution of Class A and Class C motorhomes, travel trailers, fifth
wheels, camping trailers, truck campers and related parts and supplies.
The housing segment consists of factory produced modular homes.
The table below sets forth the composition of the Company's net sales
for each of the last three years (dollar amounts in thousands):
1999 1998 1997
Amount % Amount % Amount %
Vehicles:
Motorhomes $455,103 54 $400,953 53 $346,435 52
Travel Trailers
and Fifth Wheels 160,531 19 150,632 20 134,045 20
Camping Trailers 26,113 3 25,686 3 22,527 4
Truck Campers 2,204 - 3,673 1 4,593 1
Parts and Supplies 47,222 6 44,804 6 39,941 6
Total Vehicles 691,173 82 625,748 83 547,541 83
Housing 155,851 18 130,282 17 114,050 17
Total $847,024 100 $756,030 100 $661,591 100
Note: See Note 2 of Notes to Consolidated Financial Statements
regarding segment information on page 27.
1
Vehicle Segment
The Vehicle Segment consists of recreational vehicles and parts and
supplies. The recreational vehicles consists of four companies:
Coachmen Recreational Vehicle Company, Inc., Georgie Boy Mfg., Inc.,
Shasta Industries, Inc. and Viking Recreational Vehicles, Inc.
Recreational vehicles are either driven or towed and serve as temporary
living quarters for camping, travel and other leisure activities.
Recreational vehicles may be categorized as motorhomes, travel trailers,
camping trailers or truck campers. A motorhome is a self-powered mobile
dwelling built on a special heavy-duty chassis. A travel trailer is a
mobile dwelling designed to be towed behind another vehicle. Camping
trailers are smaller towed units constructed with sidewalls that may be
raised up and folded out. Truck campers are designed to be mounted on
the bed of a pickup truck.
The Company's principal brand names for its recreational vehicles are
Coachmen, Shasta, Viking, Travelmaster, Sportscoach, Santara, Catalina
Cruise Air, Encounter, Cruise Master, Swinger, Pursuit and Landau. Other
brand names the Company has protected and used and anticipates using in
the future include Normandy, Cross Country, Pathfinder and Frolic.
The Company disposed of its Coachmen Automotive Division, which produced
and sold van campers, van and truck conversions, on January 4, 2000 (see
Note 12 of Notes to Consolidated Financial Statements). The principal
brand names of the Coachmen Automotive Division included Starflyte,
Dearborn, Jimmy, Greenbriar and Saratoga.
Parts and Supplies, which consists of Prodesign, Inc. and The Lux Company,
Inc., provides a variety of products to the recreational vehicle and
automotive industries, as well as other industries. Prodesign, Inc. is
a diversified manufacturer of fiberglass and thermoplastic parts,
including ground effects, flared fenders, running boards and lower front
and rear moldings. The Lux Company, Inc. manufactures seating products for
the recreational vehicle, office and healthcare industries. The largest
portion of Lux's sales are in the recreational vehicle seating category,
including sofa beds, convertible pit groups, swivel chairs and ergonomic
pilot seats. Lux also manufactures managerial, conference, guest and
high-back executive chairs. Lux healthcare products encompass end-opening
sofas and task chairs for laboratory and emergency care workers.
The Company currently produces recreational vehicles on an assembly line
basis in Indiana, Michigan, Georgia and Oregon. Components used in the
manufacture of recreational vehicles are primarily purchased from
outside sources. However, in some cases (such as cushions, fiberglass
products and furniture) where it is profitable for the Company to do so,
or where the Company has experienced shortages of supplies, the Company
has undertaken to manufacture its own supplies. The Company depends on
the availability of chassis from a limited number of manufacturers.
Occasionally, chassis availability has limited the Company's production
(see Note 13 of Notes to Consolidated Financial Statements on page 35
for information concerning the use of converter pool agreements to
purchase vehicle chassis).
The Company considers itself as being customer driven. Sales and
service representatives regularly visit dealers in their regions, and
respond quickly to questions and suggestions. Divisions host dealer
advisory groups and conduct informative dealer seminars and specialized
training classes in areas such as sales and service. Open forum
meetings with owners are held at campouts, providing ongoing focus group
feedback for product improvements. Engineers and product development
team members are encouraged to travel and vacation in Company RVs to
gain a complete understanding and appreciation for the products.
2
The Company believes it has the ability to respond promptly to changes
in market conditions. Most of the manufacturing facilities can be
changed over to the assembly of other existing products in two to six
weeks. In addition, these facilities may be used for other types of
light manufacturing or assembly operations. This flexibility enables
the Company to adjust its manufacturing capabilities in response to
changes in demand for its products.
Recreational vehicles are generally manufactured against orders received
from the Company's dealers. Sales are seasonal with the highest level
of sales occurring during the spring and summer months. Agreements with
most of its dealers are cancelable on short notice, provide for minimum
inventory levels and establish sales territories. No dealer accounts
for more than 5% of the Company's net sales.
Most dealers' purchases of RVs from the Company are financed through
"floor plan" arrangements. Under these arrangements, a bank or other
financial institution agrees to lend the dealer all or most of the
purchase price of its RV inventory, collateralized by a lien on such
inventory. The Company generally executes repurchase agreements at the
request of the financing institution. These agreements provide that,
for up to twelve months after a unit is financed, the Company will
repurchase a unit which has been repossessed by the financing
institution for the amount then due to the financing institution, which
is usually less than 100% of the dealer's cost. Risk of loss resulting
from these agreements is spread over the Company's numerous dealers and
is further reduced by the resale value of the products repurchased (see
Note 13 of Notes to Consolidated Financial Statements on page 35). In
1998 the Company terminated its arrangement to guarantee certain
obligations of dealers to a financial institution for purchases of the
Company's products and no such guarantees existed at December 31, 1999
and 1998. Over the past three years, the Company has not reported any
significant losses from the repurchase agreements or the guarantee
arrangement. The Company does not finance retail consumer purchases of its
products, nor does it generally guarantee consumer financing.
Housing Segment
The Company's housing segment, which is the largest producer of modular
homes in the United States, is composed of five All American Homes ("All
American") operations strategically located in Indiana, Iowa, North
Carolina, Ohio and Tennessee. Together these plants serve approximately
300 builders in 19 states.
The Company's principal brand name for its modular housing units is
"All American Homes." Modular homes are built to the same local building
codes as site-built homes by skilled craftsmen in a factory environment
unaffected by weather conditions. Nearly complete when they leave the
plant, modular homes are delivered to their final location, typically in
two to five sections, and are crane set onto a waiting basement or crawl
space foundation. Production takes place on an assembly line, with
components moving from workstation to workstation for framing,
electrical, plumbing, drywall, roofing, and cabinet setting, among other
operations. An average two-module home can be produced in just a few
days.
All American regularly conducts builder meetings to review the latest in
new design options and component upgrades. These meetings provide an
opportunity for valuable builder input and suggestions from their
customers at the planning stage.
3
Business Factors
Many RVs produced by the Company require gasoline for their operation.
Gasoline has, at various times in the past, been difficult to obtain,
and there can be no assurance that the supply of gasoline will continue
uninterrupted, that rationing will not be imposed or that the price of,
or tax on, gasoline will not significantly increase in the future.
Shortages of gasoline and significant increases in gasoline prices have
had a substantial adverse effect on the demand for RV's in the past and
could have a material adverse effect on demand in the future.
The vehicle and housing businesses are dependent upon the availability
of and terms of the financing used by dealers and retail purchasers.
Consequently, increases in interest rates and the tightening of credit
through governmental action or other means have adversely affected the
Company's business in the past and could do so in the future.
Competition and Regulation
The RV and housing industries are highly competitive, and the Company
has numerous competitors and potential competitors in each of its
classes of products, some of whom have greater financial and other
resources. Initial capital requirements for entry into the manufacture
of recreational vehicles or housing are comparatively small; however,
codes, standards, and safety requirements introduced in recent years may
deter potential competitors.
The recreational vehicle industry is highly regulated. NHTSA, state lemon
law statutes and state legislation protecting motor vehicle dealerships
all impact the way the Company conducts its RV business.
Recreational vehicles, the largest portion of the Company's business,
generally compete in the lower to mid-price range markets. The Company
believes it is a leader in the RV industry in its focus on quality. A
quality product and a strong commitment to competitive pricing are
emphasized by the Company in the markets it serves. The Company
estimates that its current share of the recreational vehicle market is
in excess of eight percent.
The Company continues to recognize its obligations to protect the
environment insofar as its operations are concerned. To date, the
Company has not experienced any material adverse effect from existing
federal, state, or local environmental regulations.
Employees
At December 31, 1999, Coachmen employed 4,942 persons, of whom 926 were
employed in office and administrative capacities. The Company provides
group life, dental, vision service, hospitalization, and major medical
plans under which the employee pays a portion of the cost. In addition,
employees can participate in a stock purchase plan and certain employees
can participate in a stock option plan (see Notes 9 and 10 of Notes to
Consolidated Financial Statements). The Company considers its relations
with employees to be good.
Research and Development
During 1999, the Company spent approximately $5,727 on research related
to the development of new products and improvement of existing products.
4
The amounts spent in 1998 and 1997 were approximately $4,706 and $3,521,
respectively.
Item 2. Properties
The Registrant owns or leases 3,168,810 square feet of plant and office
space, located on 1,169.5 acres, of which 2,581,725 square feet are used
for manufacturing, 438,269 square feet are used for warehousing and
distribution, 46,024 square feet are used for research and development,
93,044 square feet are used for customer service and 178,651 square feet
are offices. 146,054 square feet are leased to others and 158,283
square feet are available for sale or lease. The Registrant believes
that its present facilities, consisting primarily of steel clad, steel
frame or wood frame construction and the machinery and equipment
contained therein, are well maintained and in good condition.
The following table indicates the location, number and size of the
Registrant's properties by segment as of December 31, 1999:
No. of Building Area
Location Acreage Buildings (Sq. Ft.)
Properties Owned and Used by Registrant:
Vehicles
Elkhart, Indiana 90.7 18 539,361
Middlebury, Indiana 518.6 34 773,639
Fitzgerald, Georgia 17.0 3 67,070
Centreville, Michigan 105.0 4 84,865
Edwardsburg, Michigan 83.1 12 303,254
Colfax, North Carolina 7.0 4 16,400
Stuart, Florida 4.4 1 26,216
Goshen, Indiana 18.0 1 80,000
Melbourne, Florida 8.1 1 32,000
Grants Pass, Oregon 24.5 1 62,563
Marietta, Georgia 5.2 1 17,400
Subtotal 881.6 80 2,002,768
Housing
Decatur, Indiana 43.3 4 286,500
Dyersville, Iowa 20.0 1 141,902
Springfield, Tennessee 45.0 1 131,453
Rutherfordton, North Carolina 37.8 1 131,497
Zanesville, Ohio 23.0 1 129,753
Subtotal 169.1 8 821,105
Total owned 1,050.7 88 2,823,873
5
Properties (continued)
Properties Leased and Used by Registrant:
Vehicles
Elkhart, Indiana 4.6 2 29,000
Ft. Myers, Florida 3.1 1 10,400
Colfax, North Carolina 1.5 1 1,200
Grants Pass, Oregon 9.4 - -
Subtotal 18.6 4 40,600
Properties Owned by Registrant and Leased to Others:
Vehicles
Lake Park, Georgia 8.0 1 11,720
Winter Garden, Florida 5.0 1 42,176
Crooksville, Ohio 10.0 2 39,310
Grapevine, Texas 5.0 4 52,848
Subtotal 28.0 8 146,054
Properties Owned by Registrant and Available for Sale or Lease:
Vehicles
Adelanto, California 1.1 - -
Perris, California 15.5 - -
Grapevine, Texas 4.0 - -
Longview, Texas 9.2 - -
Subtotal 29.8 - -
Housing
Montezuma, Georgia 42.6 2 158,283
Subtotal 72.4 2 158,283
Total 1,169.7 102 3,168,810
6
Item 3. Legal Proceedings
From time to time, the Company is involved in certain litigation arising
out of its operations in the normal course of business. The Company
believes that there are no claims or litigation pending, the outcome of
which will have a material adverse effect on the financial position of
the Company.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted during the quarter ended December 31, 1999 to
a vote of security holders.
Executive Officers of the Registrant
The following table sets forth the executive officers of the Company, as
of December 31, 1999:
Name Position
*Claire C. Skinner....Chairman of the Board and Chief Executive Officer
*Keith D. Corson......President and Chief Operating Officer and Director
*James E. Jack........Executive Vice President and Chief Financial Officer
*Gene E. Stout........Executive Vice President, Corporate Development
* Member of Finance Committee
Claire C. Skinner (age 45) has served as Chairman of the Board and Chief
Executive Officer since August 1997. Before that, Vice Chairman of the
Company since May 1995, and served as Executive Vice President from 1990
to 1995. From 1987 through July 1997, Ms. Skinner served as the
President of Coachmen RV, the Company's largest division. Prior to
that, she held several management positions in operations and marketing
since 1983.
Keith D. Corson (age 64) has served as President and Chief Operating
Officer of the Company since November 1991. From June 1991 to November
1991 he served in the position of Office of the President after
rejoining the Company. Mr. Corson was owner and President of Koszegi
Products, a soft case manufacturer for the eight years prior to June
1991. He was a co-founder of the Company in 1964, and served in
several senior management positions from 1964 until 1982, including
President of the Company from 1978 until 1982.
James E. Jack (age 58) has served as Executive Vice President and Chief
Financial Officer of the Company since October 1999. From 1997 to
September 1999 he served as a Managing Consultant at Towers Perrin and
prior to that he held various positions beginning in 1963 at Associates
First Capital Corporation, including Director, Senior Executive Vice
President and Chief Financial Officer.
Gene E. Stout (age 66) has served as Executive Vice President, Corporate
Development of the Company since May 1983. From April 1982 to May 1983
he was Senior Vice President Corporate Planning and Industry Relations.
Between 1971 and 1982 he held various management positions with the
Company.
7
Part II
Item 5. Market for Registrant's Common Equity
and Related Stockholder Matters
The following table discloses the high and low sales prices for
Coachmen's common stock during the past two years as reported on the New
York Stock Exchange, along with information on dividends paid per share
during the same periods.
High & Low Sales Prices Dividends Paid
1999 1998 1999 1998
1st Quarter $26.88 - $17.88 $28.75 - $20.38 $.05 $.05
2nd Quarter 24.00 - 18.13 30.00 - 23.44 .05 .05
3rd Quarter 24.00 - 15.38 27.94 - 17.31 .05 .05
4th Quarter 17.63 - 13.25 26.25 - 16.00 .05 .05
The Company's common stock is traded on the New York Stock Exchange: Stock
symbol COA. The number of shareholders of record as of January 31, 2000 was
1,944.
Item 6. Selected Financial Data
Five-Year Summary of Selected Financial Data
-Year Ended December 31-
(in thousands, except per share amounts)
1999 1998 1997 1996 1995
Net sales $847,024 $756,030 $661,591 $606,474 $515,862
Net income 29,502 33,063 24,763 28,505 17,549
Net income
per share:
Basic 1.80 1.93 1.44 1.87 1.18
Diluted 1.80 1.92 1.42 1.84 1.17
Cash dividends
per share .20 .20 .20 .185 .14
At year end:
Total assets 285,766 269,341 259,654 228,040 150,249
Long-term debt 8,346 10,191 12,591 14,841 12,118
*Net income and net income per share for 1996 includes $2,294 and $.15,
respectively, for the cumulative effect of an accounting change. In
connection with a change in the Company's method of accounting for costs
of its self-insured group medical plan (see Note 2 of Notes to Consolidated
Financial Statements), prior years' selected financial data has been
restated. The restatement decreased net income in 1996 by $1,126, reduced
1996 net income per share by $.07 (both basic and diluted), and increased
total assets at December 31, 1996, 1997 and 1998 by $592.
8
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The following discussion should be read in conjunction with the Selected
Financial Data and the Consolidated Financial Statements.
OVERVIEW
The Company was founded in 1964 as a manufacturer of RVs and began
manufacturing modular homes in 1982. Since that time, the Company has
evolved into a market leader in both business segments through a
combination of internal growth and strategic acquisitions.
The Company's new plant openings have been an important component of its
internal growth strategy. In 1995, the Company opened a new modular
housing plant in Tennessee and in 1996, the Company expanded its modular
housing production capacity with the construction of a new facility for
the North Carolina housing operation. The construction of a new modular
housing facility in Ohio became fully operational in 1998. Increases in
production capacity also included additions to the modular housing
plant in Iowa with an addition completed in 1998 and one started in 1999
that will be completed in 2000. In 1996, the Company increased its RV
production capacity by opening a new fifth wheel and conventional travel
trailer plant in Oregon. Additional travel trailer plants in Indiana
became operational in 1996 and 1997. These additional plants helped
capitalize on the growing market share of value-priced travel trailers.
In 1999 a new service building was constructed at the RV production
facility in Georgia. In addition, construction was completed in 1999 for
a new manufacturing facility in Indiana for class A motorhomes.
The Company's business segments are cyclical and subject to certain
seasonal demand cycles and changes in general economic and political
conditions. Demand in the RV and modular housing industries generally
declines during the winter season, while sales and profits are generally
highest during the spring and summer months. Inflation and changing
prices have had minimal direct impact on the Company in the past in that
selling prices and material costs have generally followed the rate of
inflation.
RESULTS OF OPERATIONS
Comparison of 1999 to 1998
Consolidated net sales increased $91.0 million, or 12.0% to $847.0
million in 1999 from $756.0 million in 1998. The Company's vehicle
segment, which includes the parts and supply group of companies,
experienced a net sales increase of 10.5% while the housing segment had
a net sales increase of 18.1%. Sales increases in the vehicle segment
are attributable to increased capacity, increased sales of class A
motorhomes and the growth in the overall recreation vehicle market. The
increased capacity in the Company's housing segment was a factor in its
continued sales growth, as well as, increased penetration in the
respective markets served. While the vehicle segment experienced an
increase in the average sales price per unit the housing segment
experienced increases in both unit sales and in the average sales price
per unit during 1999. Historically, the Company's first and fourth
quarters are the slowest for sales in both segments.
9
Gross profit was $108.0 million and 12.8% of net sales in 1999 compared
to $109.9 million and 14.5% net sales reported for 1998. While the
housing segment experienced an increase in gross profit as a percentage
of net sales, the overall gross profit percentage decrease is
attributable to the vehicle segment. The decrease in the gross profit
percentage for the vehicle segment reflects the impact of a sales mix
with increased motorized products, which has a higher cost of goods sold
percentage due to the chassis cost, and the related costs from
inefficiencies associated with the Company's investment in new
enterprise-wide technology and operating systems. In addition, the
Company experienced higher costs associated with the start-up of a new
class A production facility in Indiana. Also affecting gross profit for
1999 was the additional accrual of $1.5 million relating to self-
insurance for general liability, product liability and workers'
compensation due to increased claims expense and a $1.4 million charge
resulting from a change in the Company's method of accounting for costs
associated with its self-insured group medical plan. In connection with
the accounting change, the Company restated retained earnings as of
January 1, 1997 (see Note 2 of Notes to Consolidated Financial
Statements).
Operating expenses, consisting of selling, delivery, general and
administrative expenses, were $67.3 million and $64.0 million, or as a
percentage of net sales, 8.0% and 8.5% for 1999 and 1998, respectively.
Selling and delivery expenses were $39.0 million in 1999, or 4.6% of net
sales, compared with $36.0 million, or 4.8% in 1998. General and
administrative expenses were $28.4 million in 1999, or 3.3% of net
sales, compared with $28.0 million, or 3.7% of net sales, in 1998. The
general and administrative percentage decrease in 1999 primarily
reflects the capitalization of compensation and related costs with the
implementation of the new enterprise-wide technology systems (see Note 2
of Notes to Consolidated Financial Statements).
Operating income was $40.6 million in 1999 compared with $45.9 million
in 1998, a decrease of 11.5%. This decrease is consistent with the $1.9
million decrease in gross profit and the overall increase of $3.4
million in operating expenses.
Interest expense for 1999 and 1998 was $1.8 million and $1.7 million,
respectively, or .2% of net sales for both years. Interest expense
varies with the amount of long-term debt and the increase in cash
surrender value for the Company's investment in life insurance
contracts. These life insurance contracts were purchased to fund
obligations under deferred compensation agreements with executives and
other key employees. The interest costs associated with deferred
compensation obligations and with the borrowings against the cash value
of the insurance policies are partially offset by the increases in cash
surrender value. Investment income for 1999 decreased to $2.7 million
from $4.8 million in 1998. The decrease in the investment income was
principally due to less funds being invested in 1999 than in 1998. Cash
and temporary cash investments were used in investing activities
throughout 1999 and the open market purchase of common shares for the
treasury.
The gain on sale of properties increased $1.9 million in 1999. This
increase was substantially due to the sale of real estate in Indiana,
which included the corporate administrative building subsequent to the
move to a larger facility. Assets are continually analyzed and every
effort is made to sell or dispose of properties that are determined to
be unproductive.
10
Pretax income for 1999 was $45.0 million compared with $50.3 million for
1998. The Company's vehicle segment produced pretax income of $28.1
million, or 4.1% of vehicle net sales in 1999, compared with pretax
income of $36.2 million, or 5.8% of vehicle net sales in 1998. The
housing segment generated 1999 pretax income of $14.9 million and in
1998 $11.2 million, or 9.6% and 8.6%, respectively, of housing net sales
(see Note 3 of Notes to Consolidated Financial Statements).
The provision for income taxes was $15.5 million for 1999 and $17.2
million for 1998, representing an effective tax rate of 34.5% and 34.3%,
respectively. The Company's effective tax rate fluctuates based upon the
states where sales occur, with the level of export sales and with the
mix of nontaxable investment income.
Net income for the year ended December 31, 1999 was $29.5 million
compared to $33.1 million for 1998.
Comparison of 1998 to 1997
Consolidated net sales for 1998 were $756.0 million, an increase of
14.3% over the $661.6 million reported in 1997. The Company's vehicle
segment, which includes the parts and supply businesses, experienced a
sales increase of 14.3%, while the housing segment increased by 14.2%.
Sales increases in the vehicle segment were attributed to improvements
in capacity utilization, as well as, additions to capacity. Increased
capacity in the Company's housing segment also resulted in continued
sales growth. The Company's RV and housing segments experienced
increases in both the number of units sold and the average sales price
per unit.
Gross profit for the year increased to $109.9 million, or 14.5% of net
sales, from $92.8 million, or 14.0% of net sales in 1997. The increase
in gross profit for 1998 was primarily attributable to the increase in
net sales. The increase in the gross profit percentage represents higher
gross margins from improvements in 1998 over the higher expenses
associated with capacity start-up costs incurred in the vehicle segment
and costs associated with the implementation of a 7-day work week
production schedule at the Company's largest housing facility in 1997.
Operating expenses, which include selling, delivery, general and
administrative expenses, were $64.0 million, or 8.5% of net sales in
1998, compared with $57.5 million, or 8.7% of net sales in 1997.
Selling and delivery expenses were $36.0 million, or 4.8% of net sales,
in 1998 compared with $31.6 million, and 4.8% in 1997. As a percentage
of net sales, both selling and delivery expenses remained relatively
unchanged. The increase in the cost dollars of selling and delivery
expense was substantially due to increased sales. General and
administrative expenses were $28.0 million, or 3.7% of net sales in
1998, compared with $25.9 million, or 3.9% of net sales in 1997. The
administrative cost percentage decrease was primarily the result of
increasing the Company's bad debt expense in 1997 by approximately $1.5
million to reflect a slowdown in the overall van conversion industry.
The higher administrative cost dollars for 1998 are associated with
three acquired dealerships and to the ongoing implementation of an
enterprise-wide technology system.
Operating income was $45.9 million in 1998 compared with $35.3 million
in 1997, an increase of 30.3%. This increase was consistent with the
overall increase in gross profit of $17.2 million which was partially
offset by the $6.5 million increase in operating expenses. The
11
Company's vehicle segment produced operating income of $36.1 million, or
5.8% of vehicle net sales, compared with operating income of $26.7
million, or 4.9% of vehicle net sales in 1997. The modular housing
segment generated operating income of $11.4 million in 1998 and $9.7
million in 1997, or 8.7% and 8.5%, respectively, of housing net sales.
Interest expense decreased in 1998 to $1.7 million from $2.5 million in
1997. Investment income decreased to $4.8 million from $5.0 million in
1997. The decrease in interest expense was substantially due to the
settlement of examinations by the Internal Revenue Service during 1997.
The slight decrease in investment income was partially due to interest
income from the favorable settlement of open state income tax
examinations in 1997. The balance of the decrease in investment income
is due to decreased cash and temporary cash investments which were used
in investing activities throughout 1998 and the open market purchase of
common shares for the treasury.
The net gain on the sales of properties decreased to $46,302 in 1998
from $137,246 in 1997. The variance reflects the result of the amount of
gain or loss recognized upon the disposition of various small
properties.
Pretax income was $50.3 million in 1998 compared with $38.8 million in
1997, an increase of 29.5%. The Company's vehicle segment produced $36.2
million and $26.5 million of pretax income in 1998 and 1997,
respectively. The housing segment produced pretax income of $11.2
million in 1998 and $9.3 million in 1997 (see Note 3 of Notes to
Consolidated Financial Statements).
The provision for income taxes was $17.2 million for 1998 and $14.1
million for 1997, representing an effective tax rate of 34.3%, and
36.2%, respectively. The lower effective rate in 1998 resulted from a
large amount of preferred stock dividend income subject to partial
exclusion from taxation and an increase in nontaxable Company-owned life
insurance proceeds.
Net income for the year ended December 31, 1998 was $33.1 million
compared with $24.8 million for the prior year.
Liquidity and Capital Resources
The Company generally relies on funds from operations as its primary
source of working capital and liquidity. In addition, the Company
maintains an unsecured committed line of credit, which totaled $30
million at December 31, 1999, to meet its seasonal working capital
needs. There were no borrowings against this line of credit during
1999, 1998 and 1997. The Company's operating activities have been the
principal source of cash flows in each of the last three years.
Operating cash flows were $22.2 million, $14.0 million and $36.7 million
for 1999, 1998 and 1997, respectively. For each of these years, net
income, adjusted by certain noncash items such as depreciation, was a
significant factor in generating operating cash flows. In 1999, cash
flows from net income, depreciation and increases in trade accounts
payable, accrued expenses and other liabilities were significantly
offset by increases in receivables and inventories. This increase in
receivables was directly related to the 12.0% increase in annual sales
and the 11.6% increase in fourth quarter sales volume. In 1998, cash
flows from net income and depreciation were partially offset by an $18.8
million increase in inventories. This increase in inventories was
directly related to the 1998 increase in sales over 1997, as well as,
the acquisition of three retail dealerships during 1998. In 1997,
increases in accounts payable and other current liabilities were
basically offset by increases in receivables. Investing activities used
cash of $17.9 million, $42.1 million and $27.1 million in 1999, 1998 and
1997, respectively. In 1999, 1998 and 1997, purchases of marketable
securities, net of sales, used $2.1 million, $16.3 million and $15.5
million of cash flows. Proceeds from the sale of businesses provided
cash of $3.3 million in 1999 while acquisitions of businesses consumed
cash of $9.0 million in 1998 (see Note 12 of Notes to Consolidated
Financial Statements). Otherwise the principal use of cash for
investing activities in each of the last three years has been property,
plant and equipment acquisitions. Major capital expenditures during 1999
included expanding production facilities for the vehicle segment, as
well as continuing capitalization of costs associated with the
enterprise-wide technology system. Major capital expenditures during
1998 included acquisitions, construction of and additions to production
facilities for both the vehicle and housing segments, as well as the
capitalized cost of hardware and software associated with the
enterprise-wide technology system. Major capital expenditures during
1997 were acquisitions of production facilities for the vehicle segment,
including properties previously leased, and initiating the construction
of a new facility in Ohio for the housing segment. In 1999 and 1998 the
principle use of cash flows from financing activities was the $19.1
million and $16.8 million, respectively, used to purchase common shares
under the Company's share repurchase programs. Other financing
activities, which used cash in each of the years, were payments of long-
term debt and cash dividends. These negative cash flows were partially
offset by the issuance of common shares under stock option and stock
purchase plans. For a more detailed analysis of the Company's cash flows
for each of the last three years, see the Consolidated Statements of
Cash Flows. The Company's cash and temporary cash investments at
December 31, 1999 were $4.3 million, or a decrease of $18.7 million from
1998. The Company anticipates that available funds, together with
anticipated cash flows generated from future operations and amounts
available under its line of credit will be sufficient to fund the
Company's planned capital expenditures and other operating cash
requirements through the end of 2000. In addition, the Company has $32.6
million of marketable securities, which are invested in public utility
preferred stocks under a dividend capture program. These marketable
securities can be converted to cash in a short time period.
In 1999, working capital decreased $4.2 million, from $139.3 million to
$135.1 million. The $4.0 million increase in current assets at December
31, 1999 versus December 31, 1998 was primarily due to the increase in
trade receivables and inventories. The $8.2 million increase in current
liabilities is substantially due to an increases in trade payables.
Year 2000
The Year 2000 issue relates to the way computer systems, software and
some equipment define calendar dates; they could fail or make
miscalculations due to interpreting a date including "00" to mean 1900,
not 2000. In 1997, the Company determined that certain of its computer
software was originally programmed using two digits rather than four to
define the applicable year. As a result, this software would not be able
to process transactions beyond December 31, 1999. The assessment phase
of the Company's software, systems and equipment began in 1997. It was
initially determined that the systems most likely to be affected by the
Year 2000 issue were the general accounting systems and payroll. To
13
remedy the Year 2000 issue with regard to these areas, the Company began
devoting substantial resources to replace the affected software with a
new enterprise-wide technology system which would also significantly
improve the Company's overall information systems. As of December 31,
1999, the implementation status of general accounting systems and
payroll was 100% complete for the entire Company. The implementation of
the manufacturing and distribution portions of the enterprise-wide
technology system was also complete for five divisions of the vehicle
segment. The implementation of these systems for the remaining divisions
in the vehicle and housing segments were delayed until the year 2000.
For those divisions, the Company's existing software was reprogrammed to
be Year 2000 compliant prior to December 31, 1999.
The Company also initiated a senior management focus team in 1998 to
identify and review other possible business system failures that could
occur and to assess the need for contingency plans. The focus team
determined that the Company's equipment with embedded systems was Year
2000 compliant and the Company's equipment was not, for the most part,
calendar-date sensitive.
The focus team also concluded that the key risk factors associated with
Year 2000 were those from outside the Company such as the readiness of
its key material suppliers, dealers, customers, financial institutions
and public infrastructure suppliers. The focus team prioritized and
communicated with third-party suppliers about the status of their
compliance with Year 2000 issues and was assured by 100% of its high
priority mission critical suppliers that they were Year 2000 compliant.
Despite their assurances, due to the uncertainty of the Year 2000
readiness of third parties, the Company continued to be cautious of the
consequences of Year 2000 failures of third parties that could have had
a material impact on the Company's operations, such as the worst case
scenario where production would be halted by the inability of a single
source supplier to deliver critical product or component. While the
Company obtained assurance from its mission critical third parties that
they would be compliant, there was no assurance that the systems of any
third party on which the Company's operations relied would be compliant.
Nevertheless, based on their assurances, the Company did not anticipate
a material impact on its operations from direct interfaces with third
parties. The Company has not experienced any problems related to the
Year 2000 issue and at this date the Company has no reason to believe
there will be any significant problems in the future in connection with
the year 2000 issue.
The Company accomplished its principal objective of having all of its
significant business systems, including those that would affect
facilities and manufacturing activities, functioning properly with
respect to Year 2000, before January 1, 2000. The total cost of the new
enterprise-wide technology is currently estimated to be in excess of
$14.2 million. Approximately $13.3 million has been incurred as of
December 31, 1999. Of the amount incurred, $3.4 million has been
expensed and $9.9 million has been capitalized for new systems and
equipment. During 1999, the Company capitalized $2.6 million of internal
labor costs as required by a new accounting pronouncement (see Note 2 of
Notes to Consolidated Financial Statements). The Company estimates it
incurred approximately $2.1 million in uncapitalized internal labor
costs during 1997 and 1998 which were expensed. All costs have been
funded through operating cash flows.
14
Forward Looking Statements
This annual report contains certain statements that are "forward-
looking" statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as
amended. These forward looking statements involve risks and
uncertainties, and are dependent on factors which may include, but are
not limited to, the availability and price of gasoline, which can impact
sales of recreational vehicles; availability of chassis, which are used
in the production of many of the Company's recreational vehicle
products; interest rates, which affect the affordability of the
Company's products; the functioning of the Company's enterprise-wide
technology system, which can impact the Company's day-to-day operations;
legislation governing the relationships of the Company with its
recreational vehicle dealers, which may affect the Company's options and
liabilities in the event of a general economic downturn; and also on the
state of the recreational vehicle and modular housing industries in the
United States. Other factors affecting forward-looking statements
include competition in these industries and the Company's ability to
maintain or increase gross margins which are critical to the
profitability whether there are or are not increased sales.
At times, the Company's actual performance differs materially from its
projections and estimates regarding the economy, the recreational
vehicle and housing industries and other key performance indicators.
Readers of this Report are cautioned that reliance on any forward-
looking statements involves risks and uncertainties. Although the
Company believes that the assumptions on which the forward-looking
statements contained herein are reasonable, any of those assumptions
could prove to be inaccurate given the inherent uncertainties as to the
occurrence or nonoccurrence of future events. There can be no assurance
that the forward-looking statements contained in this Report will prove
to be accurate. The inclusion of a forward-looking statement herein
should not be regarded as a representation by the Company that the
Company's objectives will be achieved.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
In the normal course of business, operations of the Company are exposed
to fluctuations in interest rates. These fluctuations can vary the costs
of financing and investing yields. The Company has not utilized its line
of credit facilities during the past three years and, accordingly,
changes in interest rates would only impact the Company's long-term
debt. At December 31, 1999, the Company had $9.9 million of long-term
debt, including current maturities. Long-term debt consists of industrial
development revenue bonds and promissory notes, all of which have variable
or floating rates. The Company's marketable securities consist of public
utility preferred stocks which pay quarterly fixed rate dividends. These
financial instruments are subject to market risk in that changes in interest
rates would impact the market value of the preferred stocks. Outstanding
options are marked to market with market value changes recognized in current
earnings. The U.S. Treasury bond futures options generally have terms
ranging from 90 to 180 days. Based on the Company's overall interest rate
exposure at December 31, 1999, including variable or floating rate debt and
derivatives used to hedge the fair value of fixed rate preferred stocks,
a hypothetical 10 percent change in interest rates applied to the fair
value of the financial instruments as of December 31, 1999, would have
no material impact on earnings, cash flows or fair values of interest
rate risk sensitive instruments over a one-year period.
15
Item 8. Financial Statements and Supplementary Data
Index to Financial Statements Page
Financial Statements:
Report of Independent Accountants 17
Consolidated Balance Sheets at December 31, 1999 and 1998 18
Consolidated Statements of Income
for the years ended December 31, 1999, 1998 and 1997 19
Consolidated Statement of Shareholders' Equity
for the years ended December 31, 1999, 1998 and 1997 20
Consolidated Statements of Cash Flows for the years
ended December 31, 1999, 1998 and 1997 21-22
Notes to Consolidated Financial Statements 23-37
Financial Statement Schedule:
II - Valuation and Qualifying Accounts for the years
ended December 31, 1999, 1998 and 1997 40
All other schedules are omitted because they are not applicable
or the required information is shown in the financial statements
or notes thereto.
16
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareholders of
Coachmen Industries, Inc.:
In our opinion, the consolidated financial statements listed in the
accompanying index present fairly, in all material respects, the
financial position of Coachmen Industries, Inc. and its subsidiaries at
December 31, 1999 and 1998, and the results of their operations and
their cash flows for each of the three years in the period ended
December 31, 1999, in conformity with accounting principles generally
accepted in the United States. In addition, in our opinion, the
financial statement schedule listed in the accompanying index presents
fairly, in all material respects, the information set forth therein when
read in conjunction with the related consolidated financial statements.
These financial statements and financial statement schedule are the
responsibility of the Company's management; our responsibility is to
express an opinion on these financial statements and financial statement
schedule based on our audits. We conducted our audits of these statements
in accordance with auditing standards generally accepted in the
United States which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant
estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable
basis for the opinion expressed above.
As more fully described in Note 2 to the consolidated financial
statements, effective January 1, 1999, the Company adopted Statement of
Position No. 98-1, "Accounting for Costs of Computer Software Developed
or Obtained for Internal Use". Also, as discussed in Note 2, during the
fourth quarter of 1999 the Company changed its method of accounting for
costs associated with its self-insured group medical plan.
/s/PricewaterhouseCoopers LLP
South Bend, Indiana
February 3, 2000
17
Coachmen Industries, Inc. and Subsidiaries
Consolidated Balance Sheets
December 31, 1999 and 1998
(in thousands)
Assets
1999 1998
CURRENT ASSETS
Cash and temporary cash investments $ 4,269 $ 23,009
Marketable securities 32,550 31,279
Trade receivables, less allowance for
doubtful receivables 1999 - $850
and 1998 - $768 39,398 27,585
Other receivables 2,892 1,838
Refundable income taxes 4,748 4,480
Inventories 100,008 93,350
Prepaid expenses and other 2,214 1,341
Deferred income taxes 4,743 3,973
Total current assets 190,822 186,855
Property and equipment, net 74,678 63,072
Intangibles, less accumulated amortization
1999 - $644 and 1998 - $517 4,426 4,553
Other 15,840 14,861
TOTAL ASSETS $285,766 $269,341
Liabilities and Shareholders' Equity
CURRENT LIABILITIES
Current maturities of long-term debt $ 1,543 $ 2,125
Accounts payable, trade 25,041 18,997
Accrued income taxes 1,096 1,622
Accrued expenses and other liabilities 28,039 24,805
Total current liabilities 55,719 47,549
Long-term debt 8,346 10,191
Deferred income taxes 1,489 160
Other 6,566 7,109
Total liabilities 72,120 65,009
COMMITMENTS AND CONTINGENCIES (Note 13)
SHAREHOLDERS' EQUITY
Common shares, without par value: authorized
60,000 shares; issued 1999 - 20,971
shares and 1998 - 20,843 shares 90,405 89,105
Additional paid-in capital 4,623 3,867
Retained earnings 170,716 144,488
Treasury shares, at cost, 1999 - 5,443
shares and 1998 - 4,258 shares ( 52,098) (33,128)
Total shareholders' equity 213,646 204,332
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $285,766 $269,341
The accompanying notes are a part of the consolidated financial statements.
18
Coachmen Industries, Inc. and Subsidiaries
Consolidated Statements of Income
for the years ended December 31, 1999, 1998 and 1997
(in thousands, except per share amounts)
1999 1998 1997
Net sales $847,024 $756,030 $661,591
Cost of goods sold 739,034 646,119 568,836
Gross profit 107,990 109,911 92,755
Operating expenses:
Selling and delivery 38,972 35,974 31,606
General and administrative 28,375 28,009 25,889
67,347 63,983 57,495
Operating income 40,643 45,928 35,260
Nonoperating income (expense):
Interest expense (1,829) (1,738) (2,544)
Investment income 2,747 4,831 4,975
Gain on sale of properties, net 1,962 46 137
Other income, net 1,518 1,224 997
4,398 4,363 3,565
Income before income taxes 45,041 50,291 38,825
Income taxes 15,539 17,228 14,063
Net income $ 29,502 $ 33,063 $24,762
Earnings per common share:
Basic $ 1.80 $ 1.93 $ 1.44
Diluted 1.80 1.92 1.42
Shares used in the computation of
earnings per common share:
Basic 16,370 17,132 17,238
Diluted 16,421 17,261 17,401
The accompanying notes are a part of the consolidated financial statements.
19
Coachmen Industries, Inc. and Subsidiaries
Consolidated Statements of Shareholders' Equity
for the years ended December 31, 1999, 1998 and 1997
(in thousands, except per share amounts)
Total
Additional Share-
Common Shares Paid-In Retained Treasury Shares holders'
Number Amount Capital Earnings Number Amount Equity
Balance, January 1,
1997(Note 2) 20,528 $86,248 $2,314 $ 93,545 (3,341) $(15,577) $166,530
Net income - - - 24,762 - - 24,762
Issuance of common
shares upon the
exercise of
stock options 147 1,023 - - - - 1,023
Issuance of common
shares under
employee stock
purchase plan 14 249 - - - - 249
Issuance of common
shares from
treasury - - 44 - 3 23 67
Acquisition of common
shares for treasury - - - - (50) (827) (827)
Tax benefit from
exercise of
stock options - - 655 - - - 655
Cash dividends
of $.20 per
common share - - - (3,449) - - (3,449)
Balance,
December 31, 1997 20,689 87,520 3,013 114,858 (3,388) (16,381) 189,010
Net income - - - 33,063 - - 33,063
Issuance of common
shares upon the
exercise of
stock options 139 1,272 - - - - 1,272
Issuance of common
shares under
employee stock
purchase plan 15 313 - - - - 313
Issuance of common
shares from
treasury - - 40 - 3 17 57
Acquisition of common
shares for treasury - - - - (873) (16,764) (16,764)
Tax benefit from
exercise of
stock options - - 814 - - - 814
Cash dividends
of $.20 per
common share - - - (3,433) - - (3,433)
Balance,
December 31, 1998 20,843 89,105 3,867 144,488 (4,258) (33,128) 204,332
Net income - - - 29,502 - - 29,502
Issuance of common
shares upon the
exercise of
stock options 107 981 - - - - 981
Issuance of common
shares under
employee stock
purchase plan 21 319 - - - - 319
Issuance of common
shares from
treasury - - 318 - 21 151 469
Acquisition of common
shares for treasury - - - - (1,206) (19,121) (19,121)
Tax benefit from
exercise of
stock options - - 438 - - - 438
Cash dividends
of $.20 per
common share - - - (3,274) - - (3,274)
Balance,
December 31, 1999 20,971 $90,405 $4,623 $170,716 (5,443) $(52,098) $213,646
The accompanying notes are a part of the consolidated financial statements.
20
Coachmen Industries, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
for the years ended December 31, 1999, 1998 and 1997
(in thousands)
1999 1998 1997
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 29,502 $ 33,063 $ 24,762
Adjustments to reconcile net income
to net cash provided by
operating activities:
Depreciation 9,146 7,574 6,697
Amortization and write-off of
intangibles 127 374 136
Provision for (recovery of) doubtful
receivables 117 (175) 1,617
Net realized and unrealized losses on
marketable securities and derivatives 825 902 195
Gain on sale of properties, net (1,962) (46) (137)
Increase in cash surrender value of
life insurance policies (750) (956) (1,017)
Deferred income taxes 559 388 171
Other 175 (203) 236
Changes in certain assets and liabilities,
net of effects of acquisitions and
dispositions:
Receivables, excluding
current portion of notes (13,199) (1,545) (7,280)
Inventories (9,908) (18,848) 394
Prepaid expenses and other (873) (93) (317)
Accounts payable, trade 6,044 (3,821) 8,285
Income taxes - accrued and
refundable (794) (2,626) 1,005
Accrued expenses and other
liabilities 3,234 16 1,987
Net cash provided by
operating activities 22,243 14,004 36,734
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from:
Sale of marketable securities 186,794 152,126 36,535
Sale of properties 2,596 4,104 1,645
Sale of businesses 3,298 - -
Acquisitions of:
Marketable securities (188,890) (168,455) (52,082)
Property and equipment (21,400) (22,196) (14,203)
Businesses - (9,002) -
Other (297) 1,331 970
Net cash (used in)
investing activities (17,899) (42,092) (27,135)
CASH FLOWS FROM FINANCING ACTIVITIES
Payments of long-term debt (2,427) (2,533) (2,270)
Issuance of common shares under stock option
and stock purchase plans 1,300 1,586 1,271
Tax benefit from stock options exercised 438 814 655
Cash dividends paid (3,274) (3,433) (3,449)
Purchases of common shares for treasury (19,121) (16,764) (827)
Net cash (used in)
financing activities (23,084) (20,330) (4,620)
21
Consolidated Statements of Cash Flows, Concluded
for the years ended December 31, 1999, 1998 and 1997
(in thousands)
1999 1998 1997
Increase (decrease) in cash and temporary
cash investments (18,740) (48,418) 4,979
CASH AND TEMPORARY CASH INVESTMENTS
Beginning of year 23,009 71,427 66,448
End of year $ 4,269 $ 23,009 $ 71,427
Supplemental disclosures of cash flow
information:
Cash paid during the year for:
Interest $ 1,305 $ 1,709 $ 1,272
Income taxes 15,716 19,071 13,142
The accompanying notes are a part of the consolidated financial statements.
22
Coachmen Industries, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(in thousands, except per share amounts)
1. NATURE OF OPERATIONS AND ACCOUNTING POLICIES.
Nature of Operations - Coachmen Industries, Inc. and its subsidiaries
(the "Company") manufacture a full line of recreational vehicles and van
conversions (see Note 12) through seven divisions with manufacturing
facilities located in Indiana, Georgia, Michigan and Oregon. These
products are marketed through a nationwide dealer network. The Company's
housing segment, with locations in Indiana, Iowa, North Carolina, Ohio
and Tennessee, supply modular housing to builder/dealers in nineteen
adjoining states.
Principles of Consolidation - The accompanying consolidated financial
statements include the accounts of Coachmen Industries, Inc. and its
subsidiaries, all of which are wholly owned.
Use of Estimates in the Preparation of Financial Statements - The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
Revenue Recognition - Sales are recognized as revenue upon shipment.
Cash Flows and Noncash Activities - For purposes of the consolidated
statements of cash flows, cash and temporary cash investments include
cash, cash investments and any highly liquid investments purchased with
original maturities of three months or less. For each of the three years
in the period ended December 31, 1999, the Company issued common shares
with a market value of $469, $57 and $67, respectively, in lieu of cash
compensation. See Note 12 for noncash investing and financing activities
related to business acquisitions and dispositions.
Concentrations of Credit Risk - Financial instruments which potentially
subject the Company to credit risk consist primarily of cash and
temporary cash investments and trade receivables.
At December 31, 1999 and 1998, cash and temporary cash investments
include $3.8 million and $9.6 million, respectively, invested in a money
market mutual fund. In addition, at December 31, 1998, cash and
temporary cash investments also included approximately $11.5 million
invested in variable rate demand notes with a seven-day put option.
The Company has a concentration of credit risk in the recreational
vehicle industry, although there is no geographic concentration of credit
risk. The Company performs ongoing credit evaluations of its customers'
financial condition and sales to its recreational vehicle dealers are
generally subject to preapproved dealer floor plan financing whereby the
Company is paid upon delivery or shortly thereafter. The Company
generally requires no collateral from its customers. Future credit losses
are provided for currently through the allowance for doubtful receivables
and actual credit losses are charged to the allowance when incurred.
23
Coachmen Industries, Inc. and Subsidiaries
Notes to Consolidated Financial Statements, Continued
(in thousands, except per share amounts)
1. NATURE OF OPERATIONS AND ACCOUNTING POLICIES, Continued.
Marketable Securities - Marketable securities consist of public utility
preferred stocks which pay quarterly cash dividends. The preferred stocks
are part of a dividend capture program whereby preferred stocks are
bought and held for the purpose of capturing the quarterly preferred
dividend. The securities are then sold and the proceeds reinvested again
in preferred stocks. The Company's dividend capture program is a tax
planning strategy to maximize dividend income which is 70% excludable
from taxable income under the Internal Revenue Code and related state tax
provisions. As a result, a dividend capture program generally provides a
higher after-tax return than other short-term investment alternatives.
The Company accounts for its marketable securities under Statement of
Financial Accounting Standards ("SFAS") No. 115, "Accounting for Certain
Investments in Debt and Equity Securities," which requires certain
securities to be categorized as either trading, available-for-sale or
held-to-maturity. The Company's marketable securities at December 31,
1999 and 1998 are classified as available-for-sale and, accordingly, are
carried at fair value with net unrealized appreciation (depreciation)
recorded as a separate component of shareholders' equity. At December 31,
1999 and 1998, the cost of marketable securities approximated their fair
value and, accordingly, the Company recognized no unrealized appreciation
(depreciation). The cost of securities sold is determined by the specific
identification method.
The Company utilizes U.S. Treasury bond futures options as protection
against the impact of increases in interest rates on the fair value of
the Company's investments in marketable securities (fixed rate preferred
stocks). The options are marked to market with market value changes
recognized in the statements of income in the period of change.
Investment income consists of the following:
1999 1998 1997
Interest income $1,029 $3,184 $4,602
Dividend income on
preferred stocks 2,543 2,549 568
Net realized gains (losses)
on sale of preferred stocks (1,220) (120) 206
Net realized gains (losses) on
closed U.S. Treasury bond
futures options 314 (597) (401)
Unrealized gains (losses) on
open U.S. Treasury bond
futures options 81 (185) -
Total $2,747 $4,831 $4,975
Fair Value of Financial Instruments - The carrying amounts of cash and
temporary cash investments, receivables and accounts payable approximated
fair value as of December 31, 1999 and 1998, because of the relatively
short maturities of these instruments. The carrying amount of long-term
debt, including current maturities, approximated fair value as of
December 31, 1999 and 1998, based upon terms and conditions currently
available to the Company in comparison to terms and conditions of the
existing long-term debt. The Company has investments in life insurance
contracts to fund obligations under deferred compensation agreements (see
Note 10). At December 31, 1999 and 1998, the carrying amount of these
24
Coachmen Industries, Inc. and Subsidiaries
Notes to Consolidated Financial Statements, Continued
(in thousands, except per share amounts)
1. NATURE OF OPERATIONS AND ACCOUNTING POLICIES, Continued.
policies, which equaled their fair value, was $11.3 million and
$10.6 million, respectively (cash surrender values of $26.2 million and
$24.3 million, net of $14.9 million and $13.7 million of policy loans,
respectively).
At December 31, 1999 and 1998, the carrying amounts of U.S. Treasury
bond futures options aggregated $558 and $131, respectively. The
carrying amounts represented fair value since these futures options are
marked to market at the end of each reporting period.
Inventories - Inventories are valued at the lower of cost (first-in,
first-out method) or market.
Property and Equipment - Property and equipment are carried at cost less
accumulated depreciation. Depreciation is computed by the straight-line
method on the costs of the assets, at rates based on their estimated
useful lives as follows: land improvements 3-15 years; buildings and
improvements 10-30 years; machinery and equipment 3-10 years;
transportation equipment 2-7 years; and office furniture and fixtures,
including capitalized computer software, 2-10 years. Upon sale or
retirement of property and equipment, including real estate held for sale
and rental properties, the asset cost and related accumulated
depreciation is removed from the accounts and any resulting gain or loss
is included in income.
Intangibles - Intangibles represent the excess of cost over the fair
value of net assets of businesses acquired ("goodwill"), and are being
amortized over a 40-year period by the straight-line method.
Evaluation of Impairment of Long-Lived Assets - In accordance with SFAS
No. 121, "Accounting for the Impairment of Long-Lived Assets and Long-
Lived Assets to be Disposed Of," the Company evaluates the carrying value
of long-lived assets whenever significant events or changes in
circumstances indicate the carrying value of these assets may be
impaired. The Company evaluates potential impairment of long-lived assets
by comparing the carrying value of the assets to the expected net future
cash inflows resulting from use of the assets. During the year ended
December 31, 1998, the Company determined because of recurring losses and
a forecast of negative undiscounted future cash flows that the carrying
value of goodwill of one of its Company-owned dealerships was impaired.
Accordingly, the Company charged-off the $239 of remaining unamortized
goodwill.
Income Taxes - The provision for income taxes is based on income
recognized for financial statement purposes and includes the effects of
temporary differences between such income and that recognized for tax
return purposes. Deferred tax assets and liabilities are established for
the expected future tax consequences of events that have been included in
the financial statements or tax returns using enacted tax rates in effect
for the years in which the differences are expected to reverse.
Research and Development Expenses - Research and development expenses
charged to operations were approximately $5,727, $4,706 and $3,521 for
the years ended December 31, 1999, 1998 and 1997, respectively.
25
Coachmen Industries, Inc. and Subsidiaries
Notes to Consolidated Financial Statements, Continued
(in thousands, except per share amounts)
1. NATURE OF OPERATIONS AND ACCOUNTING POLICIES, Concluded.
Warranty Expense - The Company accrues an estimated warranty liability at
the time the warranted products are sold.
Stock-Based Compensation - The Company has adopted the disclosure only
provisions of SFAS No. 123, "Accounting for Stock-Based Compensation,"
and, accordingly, accounts for its stock option plan under the provisions
of Accounting Principles Board Opinion No. 25, "Accounting for Stock
Issued to Employees."
New Accounting Pronouncement - On June 15, 1998, the Financial Accounting
Standards Board issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities. SFAS No. 133, as amended by SFAS No.
137, is effective for all fiscal quarters of fiscal years beginning after
June 15, 2000 (January 1, 2001 for the Company). SFAS No. 133 requires
that all derivative instruments be recorded on the balance sheet at their
fair value. Changes in the fair value of derivatives are recorded each
period in current earnings or other comprehensive income, depending on
whether a derivative is designated as part of a hedge transaction and, if
it is, the type of hedge transaction. The Company utilizes U.S. Treasury
bond futures options, which are derivative instruments, and changes in
market value are recognized in current earnings. Accordingly, management
of the Company anticipates that, due to its limited use of derivative
instruments and the fact that changes in fair value are currently
recognized in earnings, that the adoption of SFAS No. 133 will not have a
significant effect on the Company's financial statements.
2. ACCOUNTING CHANGES.
Effective January 1, 1999, the Company adopted American Institute of
Certified Public Accountants' Statement of Position ("SOP") No. 98-1,
"Accounting for Costs of Computer Software Developed or Obtained for
Internal Use". For years beginning after December 15, 1998, SOP 98-1
requires internal and external costs incurred to develop internal-use
computer software during the application development stage to be
capitalized and amortized over the software's useful life. Prior to
January 1, 1999, these costs were expensed as incurred. During the year
ended December 31, 1999, the Company capitalized $2,591 of internal costs
which previously would have been expensed under generally accepted
accounting principles. These capitalized costs are related to the
Company's new enterprise computer system which is currently being
implemented. The effect of this change in accounting principle for the
year ended December 31, 1999 was to increase net income by approximately
$1,399 or $.09 per share (basic and diluted).
In the fourth quarter of 1999, the Company changed its method of
accounting for costs associated with its self-insured group medical plan.
Previously, the Company accounted for costs associated with its self-
insured group medical plan on a "pay-as-you-go" basis and capitalized
advances to the medical trust when additional Company contributions were
required to fund claims in excess of expected levels. This accounting
method was not in accordance with generally accepted accounting
principles ("GAAP"), although the variance from GAAP was not material to
the Company's consolidated financial statements. With the issuance of
Securities and Exchange Commission's Staff Accounting Bulletin No. 99 on
materiality, the Company elected to change its accounting method to
conform with GAAP. In connection with this accounting change, the
26
Coachmen Industries, Inc. and Subsidiaries
Notes to Consolidated Financial Statements, Continued
(in thousands, except per share amounts)
2. ACCOUNTING CHANGES, Concluded.
Company restated retained earnings as of January 1, 1997, and the effect
of the adjustment was to decrease retained earnings by $1,126.
The restatement had no significant effect on previously reported
results of operations or cash flows for the years ended December
31, 1998 and 1997, since the unrecorded accrual for incurred but
not reported claims and the amount advanced to the medical trust
had remained relatively constant in 1997 and 1998. The effect of
this accounting change for the year ended December 31, 1999 was to
decrease net income by approximately $996, or $.06 per share
(basic and diluted).
3. SEGMENT INFORMATION.
The Company has determined that its reportable segments are those that
are based on the Company's method of internal reporting, which
disaggregates its business by product category. The Company's two
reportable segments are: Vehicles (recreational, vans and specialized),
including related parts and supplies, and Housing (modular). The Company
evaluates the performance of its segments and allocates resources to them
based on pretax income. The accounting policies of the segments are the
same as those described in Note 1 and there are no inter-segment
revenues. Differences between reported segment amounts and corresponding
consolidated totals represent corporate expenses for administrative
functions and costs or expenses relating to property and equipment that
are not allocated to segments.
The table below presents information about segments used by the chief
operating decision maker of the Company for the years ended December 31:
1999 1998 1997
Net sales:
Vehicles $691,173 $625,747 $547,541
Housing 155,851 130,283 114,050
Consolidated total $847,024 $756,030 $661,591
Pretax income:
Vehicles $ 28,148 $ 36,156 $ 26,489
Housing 14,870 11,164 9,332
Other reconciling items 2,023 2,971 3,004
Consolidated total $ 45,041 $ 50,291 $ 38,825
Total assets:
Vehicles $166,288 $141,657 $114,171
Housing 37,837 38,948 30,161
Other reconciling items 81,641 88,736 115,322
Consolidated total $285,766 $269,341 $259,654
27
Coachmen Industries, Inc. and Subsidiaries
Notes to Consolidated Financial Statements, Continued
(in thousands, except per share amounts)
3. SEGMENT INFORMATION, Concluded.
The following specified amounts are included in the measure of segment pretax
income or loss reviewed by the chief operating decision maker:
1999 1998 1997
Interest expense:
Vehicles $ 794 $ 474 $ 555
Housing 324 354 424
Other reconciling items 711 910 1,565
Consolidated total $ 1,829 $ 1,738 $ 2,544
Depreciation:
Vehicles $ 4,649 $ 4,216 $ 3,657
Housing 2,902 2,583 2,478
Other reconciling items 1,595 775 562
Consolidated total $ 9,146 $ 7,574 $ 6,697
4. INVENTORIES.
Inventories consist of the following:
1999 1998
Raw materials $ 39,926 $29,692
Work in process 11,131 11,512
Finished goods 48,951 52,146
Total $100,008 $93,350
5. PROPERTY AND EQUIPMENT.
Property and equipment consists of the following:
1999 1998
Land and improvements $ 12,858 $ 11,017
Buildings and improvements 58,199 53,761
Machinery and equipment 22,351 19,713
Transportation equipment 12,534 11,176
Office furniture and fixtures 16,242 8,850
122,184 104,517
Less, Accumulated depreciation 47,506 41,445
Property and equipment, net $ 74,678 $ 63,072
6. SHORT-TERM BORROWINGS.
At December 31, 1999 and 1998, the Company has an unsecured bank line of
credit aggregating $30 million with interest on outstanding borrowings
payable monthly at a rate of LIBOR plus a margin of .50% to .75%. There
were no borrowings under this bank line of credit during 1999, 1998 and
1997.
28
Coachmen Industries, Inc. and Subsidiaries
Notes to Consolidated Financial Statements, Continued
(in thousands, except per share amounts)
7: LONG-TERM DEBT.
Long-term debt consists of the following:
1999 1998
Obligations under industrial development
revenue bonds, variable rates, with
various maturities through 2011 $ 7,400 $ 8,500
Promissory notes payable, issued or assumed
in the acquisition of a business, principal
payable in annual installments through
January 2001, interest payable monthly at
the prime rate (8.5% and 7.75% at Decem-
ber 31, 1999 and 1998, respectively),
unsecured 2,489 3,816
Total 9,889 12,316
Less, Current maturities 1,543 2,125
Long-term debt $ 8,346 $10,191
Aggregate maturities of long-term debt for each of the next five years
ending December 31 are as follows: 2000 - $1,543; 2001 - $1,746; 2002 -
$400; 2003 - $400 and 2004 - $400.
In connection with four of its industrial development revenue bond
obligations, the Company obtained, as a credit enhancement for the
bondholders, irrevocable letters of credit in favor of the bond trustees.
The agreements relating to these letters of credit contain, among other
provisions, certain covenants relating to required amounts of working
capital and net worth and the maintenance of certain required financial
ratios.
8. ACCRUED EXPENSES AND OTHER LIABILITIES.
Accrued expenses and other liabilities consist of the following:
1999 1998
Wages, salaries and commissions $ 5,338 $ 4,358
Dealer incentives 4,307 3,784
Warranty 7,195 6,138
Insurance 5,291 3,581
Other current liabilities 5,908 6,944
Total $28,039 $24,805
9. COMMON STOCK MATTERS AND EARNINGS PER SHARE.
Stock Award Program
On October 19, 1998, the Board of Directors approved a Stock Award
Program which provides for the awarding to key employees of up to 109
shares of common stock from shares reserved under the Company's stock
option plan. On December 1, 1998, the Company awarded 64 shares to
certain employees, subject to the terms, conditions and restrictions of
the award program. The shares are issuable in four annual installments of
29
Coachmen Industries, Inc. and Subsidiaries
Notes to Consolidated Financial Statements, Continued
(in thousands, except per share amounts)
25% beginning one year from the date of grant. The Company recognizes
compensation expense over the term of the awards and compensation expense
of $208 was recognized for the year ended December 31, 1999.
Stock Option Plan
The Company's stock option plan provides for the granting of options to
eligible key employees to purchase common shares. Under terms of the
plan, the Company may grant incentive stock options or non-qualified
stock options. The option price for options granted to key employees is
an amount per share of not less than the fair market value per share on
the date of granting the option. No such options may be exercised during
the first year after grant, and are exercisable cumulatively in four
installments of 25% each year thereafter.
The following table summarizes stock option activity:
Weighted-
Average
Number Exercise
of Shares Price
Outstanding, January 1, 1997 647 $ 9.36
Granted 223 19.53
Canceled (48) 11.81
Exercised (147) 6.94
Outstanding, December 31, 1997 675 13.07
Granted 177 24.46
Canceled (52) 11.05
Exercised (139) 9.19
Outstanding, December 31, 1998 661 16.77
Granted 395 20.39
Canceled (83) 7.44
Exercised (107) 9.18
Outstanding, December 31, 1999 866 18.94
Options outstanding at December 31, 1999 are exercisable at prices
ranging from $7.44 to $27.13 per share and have a weighted average
remaining contractual life of 3.07 years. The following table summarizes
information about stock options outstanding at December 31, 1999.
Options Outstanding Options Exercisable
Weighted-
Number Average Weighted- Number Weighted-
Outstanding at Remaining Average Exercisable at Average
Range of December 31, Contractual Exercise December 31, Exercise
Exercise Price 1999 Life Price 1999 Price
$ 7.44 - $12.00 123 .7 $ 9.12 106 $ 8.98
12.01 - 17.00 238 3.9 15.00 46 15.71
17.01 - 22.00 170 2.4 20.06 84 20.09
22.00 - 27.13 335 3.7 24.77 34 24.62
866 270
At December 31, 1998 and 1997, there were exercisable options to purchase
243 and 209 shares at weighted-average exercise prices of $11.94 and
$8.97, respectively. The weighted-average grant-date fair value of
options granted during the years ended December 31, 1999, 1998 and 1997
were $5.92, $6.99 and $4.81, respectively. As of December 31, 1999, 112
30
Coachmen Industries, Inc. and Subsidiaries
Notes to Consolidated Financial Statements, Continued
(in thousands, except per share amounts)
shares were reserved for the granting of future stock options and awards,
compared with 424 shares at December 31, 1998. On February 3, 2000, the
Board of Directors approved, subject to ratification by the Company's
shareholders, an additional one million common shares to be reserved for
grant under the Company's stock option and award programs.
Had the Company adopted the provisions of SFAS No. 123, "Accounting for
Stock-Based Compensation," the Company's pro forma net income and net
income per share would have been:
1999 1998 1997
Pro forma net income $29,013 $32,656 $24,533
Pro forma net income per share:
Basic 1.77 1.91 1.42
Diluted 1.77 1.89 1.41
The pro forma amounts and the weighted-average grant-date fair-value of
options granted were estimated using the Black-Scholes option-pricing
model with the following assumptions:
1999 1998 1997
Risk free interest rate 5.49% 5.04% 6.00%
Expected life 2.75 years 2.75 years 2.75 years
Expected volatility 39.8% 37.9% 30.7%
Expected dividends 1.1% 1.0% 1.2%
Stock Purchase Plan
The Company has an employee stock purchase plan under which a total of
526 shares of the Company's common stock are reserved for purchase by
full-time employees through payroll deductions, cash payments, or a
combination of both at a price equal to 90% of the market price of the
Company's common stock on the purchase date. As of December 31, 1999,
there were 307 employees actively participating in the plan. Since its
inception, a total of 274 shares have been purchased by employees under
the plan. Certain restrictions in the plan limit the amount of payroll
deductions and cash payments an employee may make in any one quarter.
There are also limitations as to the amount of ownership in the Company
an employee may acquire under the plan.
Earnings Per Share
Basic earnings per share is computed by dividing net income by the
weighted average number of shares of common stock outstanding during the
period. Diluted earnings per share is computed by dividing net income by
the weighted average number of shares of common stock outstanding plus
the dilutive effect of stock options and stock awards.
Shareholder Rights Plan
On October 21, 1999, the Company's Board of Directors adopted a new
shareholder rights plan to replace an existing rights plan that was due
to expire on February 15, 2000. The new rights plan, which became
effective January 12, 2000 (the "Record Date"), provides for a dividend
distribution of one common share purchase right (the "Rights") for each
outstanding common share to each shareholder of record on the Record
Date. The Rights will be represented by common share certificates and
will not be exercisable or transferable apart from the common shares
31
Coachmen Industries, Inc. and Subsidiaries
Notes to Consolidated Financial Statements, Continued
(in thousands, except per share amounts)
public announcement that a person or group of persons (an "Acquiring
Person") has acquired, obtained the right to acquire, beneficial
ownership of 20% or more of the outstanding common shares or (ii) ten
(10) business days following the commencement of (or announcement of an
intention to make) a tender offer or exchange offer if, upon consummation
thereof, such an Acquiring Person would be the beneficial owner to 20% or
more of the outstanding common shares. Upon the occurrence of the
certain events and after the Rights become exercisable, each right would
entitle the rightholder (other than the Acquiring Person) to purchase one
fully paid and nonaccessable common share of the Company at a purchase
price of $75 per share, subject to anti-dilutive adjustments. The Rights
are nonvoting and expire February 1, 2010, and at any time prior to a
person or a group of persons becoming an Acquiring Person, the Company's
Board of Directors may redeem the Rights in whole, but not in part, at a
purchase price $.01 per Right.
10. COMPENSATION AND BENEFIT PLANS.
Incentive Compensation
The Company has incentive compensation plans for its officers and other
key management personnel. The amounts charged to expense for the years
ended December 31, 1999, 1998 and 1997 aggregated $3,344, $3,346 and
$2,870, respectively.
Deferred Compensation
The Company has established a deferred compensation plan for executives
and other key employees. The plan provides for benefit payments upon
termination of employment, retirement, disability, or death. The Company
recognizes the cost of this plan over the projected service lives of the
participating employees based on the present value of the estimated
future payments to be made. The plan is funded by insurancecontracts on
the lives of the participants, and investments in insurance contracts
(included in other assets) aggregated $11.3 million and $10.6 million as
of December 31, 1999 and 1998, respectively. The deferred compensation
obligations, which aggregated $6,782 and $7,323 at December 31, 1999 and
1998, respectively, are included in other noncurrent liabilities, with the
current portion ($342 and $335 at December 31, 1999 and 1998, respectively)
included in other current liabilities.
Employee Benefit Plans
The Company sponsors a Coachmen Assisted Retirement For Employees
(C.A.R.E.) program which provides a mechanism for each eligible employee
to establish an individual retirement account and receive matching
contributions from the Company based on the amount contributed by the
employee, the employee's years of service and the profitability of the
Company. Company matching contributions charged to expense under the
C.A.R.E. program aggregated $735, $857 and $725 for the years ended
December 31, 1999, 1998 and 1997, respectively.
Effective January 1, 2000, the Company established a retirement plan
(the "Plan") under Section 401(k) of the Internal Revenue Code that
covers all eligible employees. The Plan, which will replace the benefit
provided by the C.A.R.E. program, is a defined contribution plan and
32
Coachmen Industries, Inc. and Subsidiaries
Notes to Consolidated Financial Statements, Continued
(in thousands, except per share amounts)
allows employees to make voluntary contributions up to 20% of annual
compensation. Under the Plan, the Company may make discretionary
matching contributions up to 6% of participants' compensation.
11. INCOME TAXES.
Income taxes are summarized as follows:
1999 1998 1997
Federal:
Current $13,591 $15,492 $12,765
Deferred 489 339 150
14,080 15,831 12,915
State:
Current 1,389 1,348 1,127
Deferred 70 49 21
1,459 1,397 1,148
Total $15,539 $17,228 $14,063
Although not affecting the total provision, the amounts previously
reported for the allocation of federal and state income taxes between
current and deferred for 1998 have been revised based upon
determinations made when the related tax returns were filed.
The following is a reconciliation of the provision for income taxes
computed at the federal statutory rate (35%) to the reported provision for
income taxes:
1999 1998 1997
Computed federal income tax
at federal statutory rate $15,765 $17,602 $13,589
Changes resulting from:
Increase in cash surrender
value of life insurance
contracts (150) (245) (356)
Foreign Sales Corporation
subject to lower tax rate (368) (315) (396)
State income taxes, net of
federal income tax benefit 948 908 746
Preferred stock dividend
exclusion (622) (548) (139)
Other, net (34) (174) 619
Total $15,539 $17,228 $14,063
33
Coachmen Industries, Inc. and Subsidiaries
Notes to Consolidated Financial Statements, Continued
(in thousands, except per share amounts)
The components of the net deferred tax assets are as follows:
1999 1998
Current deferred tax asset:
Accrued warranty expense $ 2,971 $2,557
Receivables 227 138
Other 1,545 1,278
Net current deferred
tax asset $ 4,743 $3,973
Noncurrent deferred tax
asset (liability):
Receivables $ (225) $ (335)
Deferred compensation 2,713 2,929
Property and equipment (3,256) (2,086)
Intangible assets (721) (668)
Net noncurrent deferred
tax liability $(1,489) $ (160)
12. ACQUISITIONS AND DISPOSITIONS.
On January 12, 2000, the Company sold certain assets and the business
operations of its automotive division (converter of vans and specialty
vehicles). The sales price consisted of cash of $2.3 million and the
buyer's assumption of certain liabilities. Since the sales price
approximated the carrying values of the tangible assets sold, the
Company will recognize no gain or loss on the sale transaction. Net
sales of the automotive division, which is reported as a part of the
Company's vehicle segment, aggregated $28,025, $23,417 and $25,972 for
the years ended December 31, 1999, 1998 and 1997, respectively. Pretax
income (loss) of the automotive division approximated $222, ($480) and
$302 for the years ended December 31, 1999, 1998 and 1997, respectively.
During the year ended December 31, 1999, the Company sold the business
operations and certain assets of two of its Company-owned dealerships.
The sales proceeds consisted of $3,298 cash and a promissory note
receivable of $650 (noncash investing and financing activity). The
Company recognized a $650 gain on the sale of these businesses which is
included in other nonoperating income. Net sales and operating results
of these two businesses were not significant to the Company's
consolidated net sales and operating income.
On February 3, 1998, the Company acquired certain assets and the
operations of three retail recreational vehicle dealerships, two located
in Florida and one in Georgia. The assets acquired consisted of new and
used unit inventories, parts inventories, real and personal property and
other miscellaneous assets. The purchase price, which aggregated $9.8
million and approximated the fair value of the acquired assets,
consisted of $9.0 million in cash and the assumption of certain
liabilities of the sellers. The acquisitions were accounted for as a
purchase and the operating results of the acquired businesses are
included in the Company's consolidated financial statements from the
date of acquisition. Pro forma financial information has not been
presented as it is not materially different from the Company's
historical results.
34
Coachmen Industries, Inc. and Subsidiaries
Notes to Consolidated Financial Statements, Continued
(in thousands, except per share amounts)
13. COMMITMENTS AND CONTINGENCIES.
Lease Commitments
The Company leases various manufacturing and office facilities under
noncancelable agreements which expire at various dates through November
2006. Several of the leases contain renewal options and options to
purchase and require the payment of property taxes, normal maintenance
and insurance on the properties. Certain office and delivery equipment
are also leased under various noncancelable agreements. The above
described leases are accounted for as operating leases.
Future minimum annual lease commitments at December 31, 1999 aggregated
$1,066 and are payable as follows: 2000 - $437; 2001 - $249; 2002 -
$184; 2003 - $128; 2004 - $56 and thereafter - $12. Total rental expense
for the years ended December 31, 1999, 1998 and 1997 aggregated $1,179,
$1,149 and $1,472, respectively.
Obligation to Purchase Consigned Inventories
The Company obtains vehicle chassis for its recreational and specialized
vehicle products directly from automobile manufacturers under converter
pool agreements. The agreements generally provide that the manufacturer
will provide a supply of chassis at the Company's various production
facilities under the terms and conditions as set forth in the agreement.
Chassis are accounted for as consigned inventory until either assigned
to a unit in the production process or 90 days have passed. At the
earlier of these dates, the Company is obligated to purchase the chassis
and it is recorded as inventory. At December 31, 1999 and 1998, chassis
inventory, accounted for as consigned inventory, approximated $17.8
million and $9.5 million, respectively.
Repurchase Agreements
The Company is contingently liable to banks and other financial
institutions on repurchase agreements in connection with financing
provided by such institutions to most of the Company's independent
dealers in connection with their purchase of the Company's recreational
vehicle products. These agreements provide for the Company to repurchase
its products from the financial institution in the event that they have
repossessed them upon a dealer's default. Although the estimated
contingent liability approximates $239 million at December 31, 1999($250
million at December 31, 1998), the risk of loss resulting from these
agreements is spread over the Company's numerous dealers and is further
reduced by the resale value of the products repurchased. There have been
no significant losses under these agreements in prior years.
Share Repurchase Programs
During 1999, 1998 and 1997, the Company repurchased common shares for
its treasury under share repurchase programs authorized by the Board of
Directors. Under the repurchase programs, common shares are purchased
from time to time, depending on market conditions and other factors, on
the open market or through privately negotiated transactions. As of
December 31, 1999, the Company has authorization to repurchase up to 871
additional common shares.
35
Coachmen Industries, Inc. and Subsidiaries
Notes to Consolidated Financial Statements, Continued
(in thousands, except per share amounts)
Self-Insurance
The Company is self-insured for a portion of its product liability and
certain other liability exposures. Depending on the nature of the claim
and the date of occurrence, the Company's maximum exposure ranges from
$250 to $500 per claim. The Company accrues an estimated liability based
on various factors, including sales levels and the amount of outstanding
claims. Management believes the liability recorded is adequate to cover
the Company's self-insured risk.
Litigation
The Company is involved in various legal proceedings which are ordinary
routine litigations incidental to the industry and which are covered in
whole or in part by insurance. Management believes that any liability
which may result from these proceedings will not be significant.
14: UNAUDITED INTERIM FINANCIAL INFORMATION.
Certain selected unaudited quarterly financial information for the years
ended December 31, 1999 and 1998 is as follows:
1999
Quarter Ended
March 31 June 30 September 30 December 31
Net sales $211,025 $203,199 $226,114 $206,686
Gross profit 27,573 27,872 31,090 21,455
Net income 7,217 9,014 9,525 3,746
Net income per common
share:
Basic .43 .54 .58 .24
Diluted .43 .54 .58 .24
1998
Quarter Ended
March 31 June 30 September 30 December 31
Net sales $175,638 $201,069 $202,593 $176,730
Gross profit 23,376 30,195 31,015 25,325
Net income 6,299 9,323 10,187 7,254
Net income per common
share:
Basic .36 .54 .59 .44
Diluted .36 .53 .59 .43
The second quarter of 1999 has been restated from amounts previously
reported to record $1.0 million of additional costs under the Company's
self-insured group medical plan. The restatement increased cost of
sales by $836, which correspondingly decreased gross profit by the same
amount, increased operating expenses by $164, decreased net income by
$655 and reduced both basic and diluted earnings per share from $.58 to
$.54.
36
Coachmen Industries, Inc. and Subsidiaries
Notes to Consolidated Financial Statements, Continued
(in thousands, except per share amounts)
adjustments, including (i) a $1.5 million pretax charge to increase
accruals for self-insured product liability, general liability and
workers' compensation which resulted from increased claims experience in
1999 and (ii) a $660 charge associated with an accounting change for the
Company's self-insured group medical plan (see Note 2 of Notes to
Consolidated Financial Statements).
37
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
Not Applicable
Part III.
Item 10. Directors and Executive Officers of the Registrant
(a) Identification of Directors
Information for Item 10(a) is contained on page 4 of the Company's Proxy
Statement dated March 27, 2000 and is incorporated herein by reference.
(b) Executive Officers of the Company
See "Executive Officers of the Registrant" on page 7.
Item 11. Executive Compensation
Information for Item 11 is contained under the heading "Compensation of
Executive Officers and Directors" in the Company's Proxy Statement dated
March 27, 2000 and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Information for Item 12 is contained on pages 3 and 4 of the Company's
Proxy Statement dated March 27, 2000 and is incorporated herein by
reference.
Item 13. Certain Relationships and Related Transactions
Not Applicable
38
Part IV.
Item 14. Exhibits, Financial Statement
Schedules, and Reports on Form 8-K
(a) The following financial statements and financial statement
Schedule are included in Item 8 herein.
1. Financial Statements
Report of Independent Accountants
Consolidated Balance Sheets at December 31, 1999 and 1998
Consolidated Statements of Income
for the years ended December 31, 1999, 1998 and 1997
Consolidated Statement of Shareholders' Equity
for the years ended December 31, 1999, 1998 and 1997
Consolidated Statements of Cash Flows for the years
ended December 31, 1999, 1998 and 1997
Notes to Consolidated Financial Statements for the years
ended December 31, 1999, 1998 and 1997
2. Financial Statement Schedules
Schedule II - Valuation and Qualifying Accounts
3. Exhibits
See Index to Exhibits
(b) Reports on Form 8-K
No reports on Form 8-K were required to be filed during the last quarter
of the period covered by this report.
39
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
Balance At Charged Balance
Beginning To Costs Deductions- At End
Description Of Period And Expenses Describe Of Period
Allowance for doubtful
receivables - deducted
from trade receivables
in the consolidated
balance sheets:
For the year ended
December 31, 1999 $ 768,000 $ 117,000 $ (35,000)(A) $ 850,000
For the year ended
December 31, 1998 $1,354,000 $ (175,000)$ (411,000)(A) $ 768,000
For the year ended
December 31, 1997 $ 919,000 $1,617,000 $(1,182,000)(A) $1,354.000
(A) Write-off of bad debts, less recoveries.
40
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
COACHMEN INDUSTRIES, INC.
Date: March 30, 2000 /s/ R. M. LAVERS
-----------------------------
R. M. Lavers
(General Council and Secretary)
/s/ J. E. JACK /s/ W. M. ANGELO
----------------------------- -----------------------------
J. E. Jack W. M. Angelo
(Executive Vice President and (Vice President and Chief
Chief Financial Officer) Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the Registrant and in the capacities as of March 30, 2000.
/s/ C. C. SKINNER /s/ K. D. CORSON
- ------------------------------- ------------------------------
C. C. Skinner K. D. Corson
(Director) (Director)
(Chief Executive Officer)
/s/ T. H. CORSON /s/ W. P. JOHNSON
- ------------------------------- ------------------------------
T. H. Corson W. P. Johnson
(Director) (Director)
/s/ F. M. MILLER /s/ E. W. MILLER
- ------------------------------- ------------------------------
F. M. Miller E. W. Miller
(Director) (Director)
/s/ P. G. LUX /s/ R. J. DEPUTY
- ------------------------------- ------------------------------
P. G. Lux R. J. Deputy
(Director) (Director)
/s/ G. B. BLOOM /s/ D. W. HUDLER
- ------------------------------- ------------------------------
G. B. Bloom D. W. Hudler
(Director) (Director)
41
INDEX TO EXHIBITS
Number Assigned
In Regulation
S-K, Item 601 Description of Exhibit
(3) No exhibit
(4) No exhibit
(9) No exhibit
(10) No exhibit
(11) No exhibit - See Consolidated Statements of
Income (on page 19 herein) and Note 9 of
Notes to Consolidated Financial Statements
(on pages 29-32 herein).
(12) No exhibit
(13) No exhibit
(16) No exhibit
(18) No exhibit
(21) Registrant and Subsidiaries of the Registrant
(22) No exhibit
(23) Consent of Independent Accountants
(24) No exhibit
(27) Financial Data Schedule (EDGAR filing only)
(99) No exhibit