-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HUtksj3OEw/icaQRMdcVyY0B3JuwhnbaGBisxBefQakeACz3csGuK/noaSlJBO4R 3nKV5RWmWV7wZjoAogmCRg== /in/edgar/work/20000814/0000021212-00-000019/0000021212-00-000019.txt : 20000921 0000021212-00-000019.hdr.sgml : 20000921 ACCESSION NUMBER: 0000021212-00-000019 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000630 FILED AS OF DATE: 20000814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COACHMEN INDUSTRIES INC CENTRAL INDEX KEY: 0000021212 STANDARD INDUSTRIAL CLASSIFICATION: [3716 ] IRS NUMBER: 351101097 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-07160 FILM NUMBER: 699653 BUSINESS ADDRESS: STREET 1: 2831 DEXTER DR CITY: ELKHART STATE: IN ZIP: 46514 BUSINESS PHONE: 2192620123 MAIL ADDRESS: STREET 1: 2831 DEXTER DR CITY: ELKHART STATE: IN ZIP: 46514 10-Q 1 0001.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q (MARK ONE) (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2000 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 or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification number) 2831 Dexter Drive, Elkhart, Indiana 46514 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 219-262-0123 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No _ Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practical date: At July 31, 2000: Common Shares, without par value 15,583,513 shares outstanding including an equivalent number of common share purchase rights. PAGE <1> COACHMEN INDUSTRIES, INC. INDEX Page No. PART I. FINANCIAL INFORMATION Financial Statements: Condensed Consolidated Balance Sheets- June 30, 2000 and December 31, 1999 3 Condensed Consolidated Statements of Income- Three and Six Months Ended June 30, 2000 and 1999 4 Condensed Consolidated Statements of Cash Flows- Six Months Ended June 30, 2000 and 1999 5 Notes to Condensed Consolidated Financial Statements 6-8 Management's Discussion and Analysis of Financial Condition and Results of Operations 9-12 PART II. OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders 13 Item 6. Exhibits and Reports on Form 8-K 13-14 SIGNATURES 15 This Form 10-Q 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. 2 COACHMEN INDUSTRIES, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands) JUNE 30, DECEMBER 31, 2000 1999 ASSETS CURRENT ASSETS Cash and temporary cash investments $ 13,935 $ 4,269 Marketable securities 21,419 32,550 Trade receivables, less allowance for doubtful receivables 2000 - $588 and 1999 - $550 30,022 39,398 Other receivables 2,218 2,892 Refundable income taxes 2,622 4,748 Inventories 116,231 100,008 Prepaid expenses and other 3,065 2,214 Deferred income taxes 4,743 4,743 Total current assets 194,255 190,822 PROPERTY AND EQUIPMENT, at cost 131,825 122,184 Less, accumulated depreciation 51,963 47,506 Property and equipment, net 79,862 74,678 INTANGIBLES, less accumulated amortization 2000 - $707 and 1999 - $644 4,363 4,426 OTHER 19,625 15,840 TOTAL ASSETS $298,105 $285,766 LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Current maturities of long-term debt $ 550 $ 1,543 Accounts payable, trade 33,330 25,041 Accrued income taxes 977 1,096 Accrued expenses and other liabilities 24,715 28,039 Total current liabilities 59,572 55,719 LONG-TERM DEBT 9,250 8,346 DEFERRED INCOME TAXES 1,489 1,489 OTHER 7,572 6,566 TOTAL LIABILITIES 77,883 72,120 SHAREHOLDERS' EQUITY Common shares, without par value: authorized 60,000 shares; issued 2000 - 21,004 shares and 1999 - 20,971 shares 90,725 90,405 Additional paid-in capital 4,642 4,623 Retained earnings 176,887 170,716 Treasury shares, at cost: 2000 - 5,433 Shares and 1999 - 5,443 shares (52,032) (52,098) TOTAL SHAREHOLDERS' EQUITY 220,222 213,646 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $298,105 $285,766 The accompanying notes are part of the condensed consolidated financial statements. 3 COACHMEN INDUSTRIES, INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (in thousands, except per share data) THREE MONTHS SIX MONTHS ENDED JUNE 30, ENDED JUNE 30, 2000 1999 2000 1999 Net sales $187,910 $203,199 $383,138 $414,224 Cost of goods sold 164,184 175,191 335,246 358,643 Gross profit 23,726 28,008 47,892 55,581 Operating expenses: Selling and delivery 10,270 9,721 20,174 19,841 General and administrative 7,974 7,032 15,792 14,004 Total operating expenses 18,244 16,753 35,966 33,845 Operating income 5,482 11,255 11,926 21,736 Nonoperating income (expense): Interest expense (626) (543) (1,055) (977) Investment income 388 937 261 1,284 Gain on sale of properties, net 6 1,392 36 1,395 Other income, net 105 717 387 1,049 Total nonoperating income (expense), net (127) 2,503 (371) 2,751 Income before income taxes 5,355 13,758 11,555 24,487 Income taxes 1,655 4,744 3,825 8,256 Net income $ 3,700 $ 9,014 $ 7,730 $ 16,231 Earnings per common share: Basic $ .24 $ .54 $ .50 $ .98 Diluted $ .24 $ .54 $ .50 $ .97 Number of common shares used in the computation of earnings per share: Basic 15,566 16,665 15,559 16,645 Diluted 15,581 16,744 15,571 16,711 Cash dividends per common share $ .05 $ .05 $ .10 $ .10 The accompanying notes are part of the condensed consolidated financial statements. 4 COACHMEN INDUSTRIES, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) SIX MONTHS ENDED JUNE 30, 2000 1999 CASH FLOWS FROM OPERATING ACTIVITIES Net cash provided by operating activities $ 12,982 $ 16,402 CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from: Sale of marketable securities 72,844 91,322 Sale of properties 79 1,872 Sale of businesses 2,351 - Acquisitions of: Marketable securities (62,794) (93,860) Property and equipment (6,497) (13,296) Businesses, net of cash acquired (7,201) - Other 866 (549) Net cash used in investing activities (352) (14,511) CASH FLOWS FROM FINANCING ACTIVITIES Payments of long-term debt (1,796) (1,525) Issuance of common shares under stock option and stock purchase plans 320 904 Tax benefit from stock options exercised 71 358 Cash dividends paid (1,559) (1,662) Net cash used in financing activities (2,964) (1,925) Increase(decrease)in cash and temporary cash investments 9,666 (34) CASH AND TEMPORARY CASH INVESTMENTS Beginning of period 4,269 23,009 End of period $ 13,935 $ 22,975 Noncash investing and financing activities: Liabilities assumed in acquisition of a business $ 5,275 $ - Other noncash reduction of long-term debt $ 693 $ - The accompanying notes are part of the condensed consolidated financial statements. 5 COACHMEN INDUSTRIES, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (in thousands) 1. BASIS OF PRESENTATION The consolidated balance sheet data at December 31, 1999 was derived from audited financial statements, but does not include all disclosures required by generally accepted accounting principles. In the opinion of management, the information furnished herein includes all adjustments of a normal and recurring nature necessary to reflect a fair statement of the interim periods reported. The results of operations for the three and six-month periods ended June 30, 2000 are not necessarily indicative of the results to be expected for the full year. 2. 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, 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. 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 three and six month periods ended June 30, 2000 and 1999: Three Months Six Months Ended June 30, Ended June 30, 2000 1999 2000 1999 Net sales: Vehicles $146,218 $164,056 $305,683 $342,851 Housing 41,692 39,143 77,455 71,373 Consolidated total $187,910 $203,199 $383,138 $414,224 Pretax income: Vehicles $ 3,096 $ 7,084 $ 8,963 $ 16,080 Housing 4,173 5,138 6,027 7,482 Other reconciling items (1,914) 1,536 (3,435) 925 Consolidated total $ 5,355 $ 13,758 $ 11,555 $ 24,487 As of June 30, 2000 1999 Total assets: Vehicles $161,686 $171,557 Housing 57,584 41,902 Other reconciling items 78,835 89,062 Consolidated total $298,105 $302,521 3. INVENTORIES Inventories consist of the following: 6 June 30, December 31, 2000 1999 Raw materials $ 37,378 $ 39,926 Work in process 13,514 11,131 Finished goods 65,339 48,951 Total $116,231 $100,008 4. COMMITMENTS AND CONTINGENCIES The Company was contingently liable at June 30, 2000 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 financing institution in the event that they have repossessed them upon a dealer's default. 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. The Company is involved in various legal proceedings which are ordinary 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. In addition, the Company was contingently liable at June 30, 2000 under guarantees to financial institutions of their loans to independent dealers for amounts totaling approximately $4.8 million. On February 3, 2000, the Company entered into Change of Control Agreements with 25 key executives. Under the terms of these agreements, in the event of a change in control of the Company, as defined, the Company would be obligated to pay these key executives for severance and other benefits aggregating approximately $16 million based on salaries and benefits at June 30, 2000. Also, on February 3, 2000, the Company established a qualified rabbi trust, which in the event of a change of control, as defined, will be funded to cover the Company's obligations under its deferred compensation plan and the Company's obligation under change of control agreements. The Company's obligations under the deferred compensation plan aggregated $6.6 million at June 30, 2000. On May 4, 2000, shareholders approved the 2000 Omnibus Stock Incentive Program (the "Stock Incentive Program") which provides an additional one million shares be reserved for grant under the Company's stock options, appreciation rights and award programs. The Stock Incentive Program also provides that, in the event of a change in control of the Company, as defined, all outstanding stock options and stock appreciation rights shall become immediately exercisable, all stock awards shall immediately vest and all performance goals shall be deemed fully achieved. The Board of Directors later amended the Stock Incentive Program to make it clear that the option price of options cannot be changed after the options are granted. 7 5. ACQUISITION OF A BUSINESS Effective June 30, 2000, the Company acquired all of the issued and outstanding capital stock of Mod-U-Kraf Homes, Inc. ("Mod-U-Kraf"), a manufacturer of modular housing located in Virginia. The purchase price aggregated $14,975,000 and consisted of $9,700,000 of cash paid at closing and the assumption of $5,275,000 of liabilities. The purchase price approximated the fair value of acquired assets. The acquisition was accounted for as a purchase and, accordingly, the operating results of Mod-U-Kraf will be included in the Company's consolidated financial statements from the date of acquisition. Mod-U-Kraf will operate as a separate subsidiary under the Company's housing segment. Unaudited pro forma financial information as if this acquisition had occurred at the beginning of each period, is not presented as it is not materially different from the Company's historic results. 6. RECENTLY ISSUED ACCOUNTING STANDARDS In December 1999, the staff of the Securities and Exchange Commission issued Staff Accounting Bulletin ("SAB") No. 101, "Revenue Recognition in Financial Statements." SAB No. 101 outlines the basic criteria that must be met to recognize revenue and provides guidelines for disclosure related to revenue recognition policies. This guidance is required to be implemented in the fourth quarter of 2000. The Company is currently reviewing the guidance to determine the impact, if any, on its consolidated financial statements. 8 COACHMEN INDUSTRIES, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (in thousands, except per share data) The following is management's discussion and analysis of certain significant factors which have affected the Company's financial condition, results of operations and cash flows during the periods included in the accompanying condensed consolidated financial statements. A summary of the changes in the principal items included in the condensed consolidated statements of income is shown below. Comparison of Three Months Six Months Ended June 30, 2000 and 1999 ($ in thousands) Increases (Decreases) Net sales $ (15,289) (7.5)% $(31,086) (7.5)% Cost of goods sold (11,007) (6.3) (23,397) (6.5) Selling and delivery expenses 549 5.6 333 1.7 General and administrative expenses 942 13.4 1,788 12.8 Interest expense 83 15.3 78 8.0 Investment income (549) (58.6) (1,023) (79.7) Gain on sale of properties, net (1,386) (99.6) (1,359) (97.4) Other income, net (612) (85.4) (662) (63.1) Income before income taxes (8,403) (61.1) (12,932) (52.8) Income taxes (3,089) (65.1) (4,431) (53.7) Net income (5,314) (59.0) (8,501) (52.4) 9 NET SALES Consolidated net sales for the quarter ended June 30, 2000 were $187.9 million, a decrease of 7.5% from the $203.2 million reported for the corresponding quarter last year. Net sales for the six months were $383.1 million, representing a decrease of 7.5% from the $414.2 million reported for the same period in 1999. The Company's vehicle segment, which includes the parts & supply businesses, experienced a net sales decrease of 10.9% for the quarter and a decrease of 10.8% for the six months. For motorized products, both the number of units and sales dollars reflected decreases from the 1999 periods. There has been an industry-wide decrease in sales of motorized products during the three and six-month comparable periods. The Company's housing segment had a net sales increase for the 2000 quarter of 6.5% and 8.5% for the six months. Although there was a second quarter decrease in the number of units sold, there was an increase in sales dollars. COST OF GOODS SOLD Cost of goods sold decreased 6.3% or $11.0 million for the three months and 6.5% or $23.4 million for the six months ended June 30, 2000. The decrease for both periods is less than the decrease in net sales. As a percentage of net sales, cost of goods sold increased 1.2% and .9% for the quarter and six months, respectively, from the comparable prior year periods. Both the RV segment and Housing segment experienced an increase in cost of sales as a percentage of net sales. Increases in capacity for both the RV segment and Housing segment were not utilized to the extent anticipated as net sales were below planned levels. The decrease in production due to the overall decrease in net sales resulted in higher fixed costs being spread over lower production volumes. OPERATING EXPENSES As a percentage of net sales, operating expenses, which include selling, delivery, general and administrative expenses, were 9.7% and 9.4% for the 2000 quarter and six months compared to 8.2% for both the quarter and six months of 1999. Selling and delivery expenses as a percentage of net sales increased by .7% for the 2000 quarter and .5% for the six months. The increase for both periods is primarily due to an overall increase in dealer sales incentives, as well as, increased dealer volume sales incentives attributable to increased sales in the Housing segment. General and administrative expenses were 4.2% of net sales for the second quarter compared to 3.5% for the 1999 corresponding quarter and 4.1% of net sales for the six-month period compared to 3.4% for 1999. These increases in both the quarter and six-month periods reflect higher than normal professional fee expenses in connection with an unsolicited acquisition proposal from Thor Industries, Inc., and related proxy contest, increase in depreciation expense of the new technology system and the substantial decrease in capitalization of compensation and related costs with the implementation of the new technology system. INTEREST EXPENSE Interest expense was $626,000 and $1,055,000 for the three and six-month periods in 2000 compared to $543,000 and $977,000 in the same periods last year. 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 10 cash value of the insurance policies are partially offset by the increases in cash surrender values. INVESTMENT INCOME Investment income decreased $549,000 and $1,023,000 for the 2000 three and six-month periods, respectively. This decrease in investment income is principally attributable to unrealized losses on open US Treasury bond futures options, as well as, a reduction of interest and dividend income resulting from less funds being invested in the 2000 periods. GAIN ON THE SALE OF PROPERTIES, NET There was a net gain on the sale of properties for the second quarter of 2000 of $6,000 compared with a gain of $1,392,000 in the same quarter of 1999. The net gain on the sale of properties for the first six months of 2000 and 1999 was $36,000 and $1,395,000, respectively. The gains for the 1999 periods were principally related to the sale of Real estate in Indiana, including the former corporate administrative building. Assets are continually analyzed and every effort is made to sell or dispose of properties that are determined to be unproductive. OTHER INCOME, NET Other income, net, represents income of $105,000 for the second quarter and $387,000 for the six months compared to income of $717,000 and $1,049,000 for the 1999 second quarter and six months, respectively. The most significant item of income for the 1999 quarter was from the sale of a Company-owned dealership in the state of Georgia. The larger amount in the 1999 six-month period is principally attributed to the receipt of nontaxable income realized from Corporate-owned life insurance proceeds. INCOME TAXES For the second quarter ended June 30, 2000, the effective tax rate was 30.9% and a year-to-date rate of 33.1% compared with a 1999 second quarter and year-to-date effective tax rate of 34.5% and 33.7%, respectively. The Company's effective tax rate fluctuates based upon the states where sales occur, with the level of export sales and also with the level of nontaxable income recognized from investing activities. LIQUIDITY AND CAPITAL RESOURCES The Company generally relies on funds from operations as its primary source of liquidity. In addition, the Company maintains an unsecured committed line of credit, which totaled $30 million at June 30, 2000, to meet its seasonal working capital needs. At June 30, 2000, there were no borrowings against this line of credit. For the six months ended June 30, 2000, the major source of cash was from operating activities. The significant items in operating activities were net income, depreciation, a decrease in trade accounts receivable and an increase in trade accounts payable. The positive cash flow from these items was partially offset by increases in inventories and other accrued expenses. The main source of cash with investing activities represented sales, net of purchases, of marketable securities and the sale of a business. The Company liquidated approximately $10.1 million of its marketable securities in anticipation of the acquisition of Mod-U-Kraf,which occurred in June 2000. This acquisition was a major use of cash during the second quarter (see Note 5 of Notes to Condensed Consolidated Financial Statements). The remaining use of cash in investment activities was the acquisition of property and equipment. The negative 11 cash flow from financing activities was primarily for cash dividends and repayment of long-term debt. At June 30, 2000, working capital decreased to $134.7 million from $135.1 million at December 31, 1999. The $3.4 million increase in current assets at June 30, 2000 versus December 31, 1999, results from a $9.4 million decrease in trade receivables and other decreases in current assets, offset by the $16.2 million increase in inventories of which $3.8 million is attributable to Mod-U-Kraf. The $3.9 million increase in current liabilities was primarily due to increased trade accounts payable, which was partially due to the acquisition of Mod-U- Kraf. 12 PART II. OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders a) The annual meeting of the shareholders of Coachmen Industries, Inc. was held on May 4, 2000. b) The following nominees were elected Directors for a one-year term: Claire C. Skinner Thomas H. Corson Keith D. Corson Fredrick M. Miller William P. Johnson Philip G. Lux Edwin W. Miller Robert J. Deputy Donald W. Hudler Geoffrey B. Bloom c) The tabulation of votes for each Director nominee was as follows: For Withheld Election of Directors: Claire C. Skinner 7,716,375 5,292,315 Thomas H. Corson 7,716,736 5,291,954 Keith D. Corson 7,716,775 5,291,915 Fredrick M. Miller 7,715,500 5,293,190 William P. Johnson 7,715,875 5,292,815 Philip G. Lux 7,716,498 5,292,192 Edwin W. Miller 7,715,050 5,293,640 Robert J. Deputy 7,715,475 5,293,215 Donald W. Hudler 7,717,150 5,291,540 Geoffrey B. Bloom 7,714,475 5,294,215 Item 6. Exhibits and Reports on Form 8-K (a) Exhibits Exhibit 10 - Amended 2000 Omnibus Stock Incentive Program Exhibit 27 - Financial Data Schedule (b) Reports on Form 8-K during the quarter ended June 30, 2000 Form 8-K, dated April 20, 2000, reporting an Item 5 event (a press release confirming receipt of an unsolicited merger proposal from Thor Industries, Inc.). Form 8-K, dated April 20, 2000, reporting an Item 5 event (a press release responding to recent statements made by Thor Industries, Inc.). Form 8-K, dated May 2, 2000, reporting an Item 5 event (a press release announcing the signing of a contract to acquire Mod-U-Kraf Homes, Inc.). Form 8-K, dated May 8, 2000, reporting an Item 5 event 13 (a press release announcing first quarter results; shareholders' election of board; and approval of stock incentive plan.). Form 8-K, dated June 28, 2000, reporting an Item 5 event (a press release announcing the expansion of its modular home sector through the acquisition of Mod-U-Kraf Homes, Inc.). 14 SIGNATURES Pursuant to the requirements of the Securities and 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. (Registrant) /S/ JAMES E. JACK Date: August 14, 2000 _______________________________ James E. Jack, Executive Vice President & Chief Financial Officer /S/ WILLIAM M. ANGELO Date: August 14, 2000 _______________________________ William M. Angelo, Vice President & Chief Accounting Officer 15 EX-27 2 0002.txt
5 This schedule contains summary financial information extracted from the consolidated statement of income and consolidated balance sheet and it is qualified in its entirety by reference to such financial statements. 0000021212 COACHMEN INDUSTRIES, INC. 1000 6-MOS DEC-31-2000 JUN-30-2000 13,935 21,419 35,450 588 116,231 194,255 131,825 51,963 298,105 59,572 9,250 38,693 0 0 181,529 298,105 383,138 383,138 335,246 371,212 371 80 1,055 11,555 3,825 7,730 0 0 0 7,730 .50 .50
EX-10 3 0003.txt [CIK] 0000021212 [NAME] COACHMEN INDUSTRIES, INC. COACHMEN INDUSTRIES, INC. AMENDED 2000 OMNIBUS STOCK INCENTIVE PROGRAM 1. Purpose. The Coachmen Industries, Inc. 2000 Omnibus Stock Incentive Program (the "Plan") is intended to provide incentives which will attract and retain highly competent persons as directors, officers and key employees of Coachmen Industries, Inc. and its subsidiaries (the "Company"), by providing them opportunities to acquire shares of Common Stock of the Company ("Common Stock") or to receive monetary payments based on the value of such shares pursuant to the Benefits described herein. 2. Administration. The Plan will be administered by the Compensation Committee of the Board of Directors or another committee (the "Committee") appointed by the Board of Directors of the Company from among its members which shall be comprised of not less than two members of the Board provided, however, that as long as the Common Stock of the Company is registered under the Securities Exchange Act of 1934, each member of the Committee must qualify as a "Non-employee Director" within the meaning of Securities and Exchange Commission Regulation 240.16b-3. The Committee is authorized, subject to the provisions of the Plan, to establish such rules and regulations as it deems necessary for the proper administration of the Plan and to make such determinations and interpretations and to take such action in connection with the Plan and any Benefits (as defined below) granted hereunder as it deems necessary or advisable. All determinations and interpretations made by the Committee shall be binding and conclusive on all participants and their legal representatives. No member of the Board, no member of the Committee and no employee of the Company shall be liable for any act or failure to act hereunder, by any other member or employee or by any agent to whom duties in connection with the administration of this Plan have been delegated or, except in circumstances involving his or her bad faith, gross negligence or fraud, for any act or failure to act by the member or employee. 3. Participants. Participants will consist of all Non-Employee Directors of the Company and such officers and key employees of the Company as the Committee in its sole discretion determines to be significantly responsible for the success and future growth and profitability of the Company and whom the Committee may designate from time to time to receive Benefits under the Plan. Designation of the participant in any year shall not require the Committee to designate such person to receive a Benefit in any other year or, once designated, to receive the same type or amount of Benefit as granted to the participant in any year. The Committee shall consider such factors as it deems pertinent in selecting participants and in determining the type and amount of their respective Benefits. 4. Type of Benefits. Benefits under the Plan may be granted in any one or a combination of (a) Stock Options, (b) Stock Appreciation Rights, (c) Stock Awards, and (d) Performance Awards, all as described below (collectively "Benefits"). 5. Common Stock Reserved under the Plan. There is hereby reserved for issuance under the Plan an aggregate of 1,000,000 shares of Common Stock, which may be authorized and unissued or treasury, plus any shares of Common Stock which as of the effective date of this Plan are authorized for award under the Company's Key Employees Incentive Stock Option Plan and the 1994 Omnibus Stock Incentive Program (the "Prior Plans") and which have not been awarded, plus any shares of Common Stock from the Prior Plans if there is a lapse, forfeiture, expiration or termination of any such award. All of the reserved shares may, but need not be issued pursuant to the exercise of Incentive Stock Options. The maximum number of shares of Common Stock which may be available for the award of Benefits to any participant in any fiscal year of the Company shall not exceed 500,000 shares, subject to the adjustment provisions in Section 12. Any shares subject to Stock Options or Stock Appreciation Rights or issued under such options or rights or as Stock Awards may thereafter be subject to new options, rights or awards under this Plan if there is a lapse, forfeiture, expiration or termination of any such options or rights prior to issuance of the shares or the payment of the equivalent or if shares are issued under such options or rights or as such awards, and thereafter are reacquired by the Company pursuant to rights reserved by the Company upon issuance thereof. 6. Stock Options. Stock Options will consist of awards from the Company, in the form of agreements, which will enable the holder to purchase a specific number of shares of Common Stock, at set terms and at a fixed purchase price. Stock Options may be "incentive stock options" within the meaning of Section 422 of the Internal Revenue Code ("Incentive Stock Options") or Stock Options which do not constitute Incentive Stock Options ("Nonqualified Stock Options"). The Committee will have the authority to grant to any participant one or more Incentive Stock Options, Nonqualified Stock Options, or both types of Stock Options, (in each case with or without Stock Appreciation Rights). Each Stock Option shall be subject to such terms and conditions consistent with the Plan as the Committee may impose from time to time, subject to the following limitations: (a) Exercise Price. Each Stock Option granted hereunder shall have such per-share exercise price as the Committee may determine at the date of grant, provided, however, that the per-share exercise price for Incentive Stock Options shall not be less than 100% of the Fair Market Value of the Common Stock on the date the option is granted and provided further that the per-share exercise price for Nonqualified Stock Options shall not be less than 100% of the Fair Market Value of the Common Stock on the date the option is granted. In no event shall the Committee either cancel any outstanding Stock Option for the purpose of reissuing the option to the participant at a lower price, or reduce the option price of an outstanding option. (b) Payment of Exercise Price. The option exercise price may be paid by check or, in the discretion of the Committee, by the delivery of shares of Common Stock of the Company then owned by the participant or certification of such ownership; provided, however, that option agreements may provide that payment of the exercise price by delivery of shares of Common Stock of the Company then owned by the participant or certification may be made only if such payment does not result in a charge to earnings for financial accounting purposes as determined by the Committee. In the discretion of the Committee, payment may also be made by delivering a properly executed exercise notice to the Company together with a copy of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds to pay the exercise price. To facilitate the foregoing, the Company may enter into agreements for coordinated procedures with one or more brokerage firms. (c) Exercise Period. Stock Options granted under the Plan shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee. (d) Limitations on Incentive Stock Options. Incentive Stock Options may be granted only to participants who are employees of the Company or one of its subsidiaries (within the meaning of Section 424(f) of the Internal Revenue Code) at the date of grant. The aggregate Fair Market Value (determined as of the time the option is granted) of the Common Stock with respect to which Incentive Stock Options are exercisable for the first time by a participant during any calendar year (under all option plans of the Company) shall not exceed $100,000.00. Incentive Stock Options may not be granted to any participant who, at the time of grant, owns stock possessing (after the application of the attribution rules of Section 424(d) of the Code) more than 10% of the total combined voting power of all classes of stock of the Company, unless the option price is fixed at not less than 110% of the Fair Market Value of the Common Stock on the date of grant and the exercise of such option is prohibited by its terms after the expiration of five years from the date of grant of such option. 7. Stock Appreciation Rights. The Committee may, in its discretion, grant Stock Appreciation Rights to the holders of any Stock Options granted hereunder. In addition, Stock Appreciation Rights may be granted independently of and without relation to options. Each Stock Appreciation Right shall be subject to such terms and conditions consistent with the Plan as the Committee shall impose from time to time, including the following: (a) A Stock Appreciation Right relating to a Nonqualified Stock Option may be made part of such option at the time of its grant or at any time thereafter up to twelve months prior to its expiration, and a Stock Appreciation Right relating to an Incentive Stock Option may be made part of such option only at the time of its grant. (b) Each Stock Appreciation Right will entitle the holder to elect to receive the appreciation in the Fair Market Value of the shares subject thereto up to the date the right is exercised. In the case of a right issued in relation to a Stock Option, such appreciation shall be measured from not less than the option price and in the case of a right issued independently of any Stock Option, such appreciation shall be measured from not less than 100% of the Fair Market Value of the Common Stock on the date the right is granted. Payment of such appreciation shall be made in cash or in Common Stock, or a combination thereof, as set forth in the award, but no Stock Appreciation Right shall entitle the holder to receive, upon exercise thereof, more than the number of shares of Common Stock (or cash of equal value) with respect to which the right is granted. (c) Each Stock Appreciation Right will be exercisable at the time and to the extent set forth therein, but no Stock Appreciation Right may be exercisable earlier than twelve months after the date it was granted or later than the earlier of (i) the term of the related option, if any, or (ii) ten years after it was granted. Exercise of a Stock Appreciation Right shall reduce the number of shares issuable under the Plan (and the related option, if any) by the number of shares with respect to which the right is exercised. 8. Stock Awards. Stock Awards will consist of Common Stock transferred to participants without other payments therefor as additional compensation for services to the Company. Stock Awards shall be subject to such terms and conditions as the Committee determines appropriate, including, without limitation, restrictions on the sale or other disposition of such shares, the right of the Company to reacquire such shares for no consideration upon termination of the participant's employment within specified periods, and conditions requiring that the shares be earned in whole or in part upon the achievement of performance goals established by the Committee over a designated period of time. The Committee may require the participant to deliver a duly signed stock power, endorsed in blank, relating to the Common Stock covered by such an Award. The Committee may also require that the stock certificates evidencing such shares be held in custody until the restrictions thereon shall have lapsed. The Stock Award shall specify whether the participant shall have, with respect to the shares of Common Stock subject to a Stock Award, all of the rights of a holder of shares of Common Stock of the Company, including the right to receive dividends and to vote the shares. 9. Performance Awards. (a) Performance Awards may be granted to participants at any time and from time to time, as shall be determined by the Committee. The Committee shall have complete discretion in determining the number, amount and timing of awards granted to each participant. Such Performance Awards may take the form of, as determined by the Committee, including without limitation, cash, shares of Common Stock, performance units and performance shares, or any combination thereof. Performance Awards may be awarded as short-term or long-term incentives. The Committee shall set performance goals at its discretion which, depending on the extent to which they are met, will determine the number and/or value of Performance Awards that will be paid out to the participants, and may attach to such Performance Awards one or more restrictions. Performance goals may be based upon, without limitation, Company-wide, divisional, project team, and/or individual performance. (b) The Committee shall have the authority at any time to make adjustments to performance goals for any outstanding Performance Awards which the Committee deems necessary or desirable unless at the time of establishment of goals the Committee shall have precluded its authority to make such adjustments. However, the Committee may not make any adjustment to a performance goal if such adjustment would result in increased compensation to a "covered employee" within the meaning of Section 162(m) of the Code. (c) Payment of earned Performance Awards shall be made in accordance with terms and conditions prescribed or authorized by the Committee. The participant may elect to defer, or the Committee may require the deferral of, the receipt of Performance Awards upon such terms as the Committee deems appropriate. 10. Change in Control. In the event of a change in control of the Company,all outstanding stock options and stock appreciation rights shall become immediately exercisable, all stock awards shall immediately vest and all performance goals shall be deemed fully achieved. For these purposes, change in control shall mean the occurrence of any of the following events, as a result of one transaction or a series of transactions: (a) any "person" (as that term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding the Company, its affiliates and any qualified or non- qualified plan maintained by the Company or its affiliates) becomes the "beneficial owner" (as defined in Rule 13d-3 promulgated under such Act), directly or indirectly, of securities of the Company representing more than 20% of the combined voting power of the Company's then outstanding securities; (b) during a period of 24 months, a majority of the Board of Directors of the Company ceases to consist of the existing membership or successors nominated by the existing membership or their similar successors; (c) shareholder approval of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than sixty percent (60%) of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or (d) shareholder approval of either (A) a complete liquidation or dissolution of the Company or (B) a sale or other disposition of all or substantially all of the assets of the Company, or a transaction having a similar effect. 11. Performance Goals. Stock Awards and Performance Awards may be made subject to the attainment of performance goals relating to one or more business criteria within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended, including, but not limited to, earnings per share, return on assets or equity, economic value added, market share, cash flow, operating costs, and stock price, as determined by the Committee from time to time. However, the Committee may not in any event increase the amount of compensation payable to a "covered employee" within the meaning of Section 162(m) of the code upon the attainment of a performance goal. 12. Adjustment Provisions. (a) If the Company shall at any time change the number of issued shares of Common Stock without new consideration to the Company (such as by stock dividend, stock split, recapitalization, reorganization, exchange of shares, liquidation, combination or other change in corporate structure affecting the Common Stock) the total number of shares available for Benefits under this Plan shall be appropriately adjusted and the number of shares covered by each outstanding Benefit and the reference price or Fair Market Value for each outstanding Benefit shall be adjusted so that the net value of such Benefit shall not be changed. (b) In the case of any sale of assets, merger, consolidation, combination or other corporate reorganization or restructuring of the Company with or into another corporation which results in the outstanding Common Stock being converted into or exchanged for different securities, cash or other property, or any combination thereof (an "Acquisition"), subject to the provisions of this Plan and any limitation applicable to the Benefit: (i) any participant to whom a Stock Option has been granted shall have the right thereafter and during the term of the Stock Option, to receive upon exercise thereof the Acquisition Consideration (as defined below) receivable upon the Acquisition by a holder of the number of shares of Common Stock which might have been obtained upon exercise of the Stock Option or portion thereof, as the case may be, immediately prior to the Acquisition; or (ii) any participant to whom a Stock Appreciation Right has been granted shall have the right thereafter and during the term of such right to receive upon exercise thereof the difference on the exercise date between the aggregate Fair Market Value of the Acquisition Consideration receivable upon such acquisition by a holder of the number of shares of Common Stock which are covered by such right and the aggregate reference price of such right. The term "Acquisition Consideration" shall mean the kind and amount of securities, cash or other property or any combination thereof receivable in respect of one share of Common Stock upon consummation of an Acquisition. (c) Notwithstanding any other provision of this Plan, the Committee may authorize the issuance, continuation or assumption of Benefits or provide for other equitable adjustments after changes in the Common Stock resulting from any other merger, consolidation, sale of assets, acquisition of property or stock, recapitalization, reorganization or similar occurrence upon such terms and conditions as it may deem equitable and appropriate. (d) In the event that another corporation or business entity is being acquired by the Company, and the Company assumes outstanding employee stock options and/or stock appreciation rights and/or the obligations to make future grants of options or rights to employees of the acquired entity, the aggregate number of shares of Common Stock available for Benefits under this Plan shall be increased accordingly. 13. Nontransferability. Each Benefit granted under the Plan to a participant shall not be transferable otherwise than by will or the laws of descent and distribution, and shall be exercisable, during the participant's lifetime, only by the participant. In the event of the death of a participant while the participant is rendering services to the Company, each Stock Option or Stock Appreciation Right theretofore granted to him shall be exercisable during such period after his death as the Committee shall in its discretion set forth in such option or right at the date of grant (but not beyond the stated duration of the option or right) and then only: (a) By the executor or administrator of the estate of the deceased participant or the person or persons to whom the deceased participant's rights under the Stock Option or Stock Appreciation Right shall pass by will or the laws of descent and distribution; and (b) To the extent that the deceased participant was entitled to do so at the date of his or her death. Notwithstanding the foregoing, at the discretion of the Committee, an award of a Benefit may permit the transferability of a Benefit by a participant solely to members of the participant's immediate family or trusts or family partnerships for the benefit of such persons, subject to any restriction included in the award of the Benefit. 14. Other Provisions. The award of any Benefit under the Plan may also be subject to such other provisions (whether or not applicable to the Benefit awarded to any other participant) as the Committee determines appropriate, including without limitation, provisions for the installment purchase of Common Stock under Stock Options, provisions for the installment exercise of Stock Appreciation Rights, provisions to assist the participant in financing the acquisition of Common Stock, provisions for the forfeiture of, or restrictions on resale or other disposition of, Common Stock acquired under any form of Benefit, provisions for the acceleration of exercisability or vesting of Benefits in the event of a change of control of the Company, provisions for the payment of the value of Benefits to participants in the event of a change of control of the Company, provisions to comply with Federal and State securities laws, or understandings or conditions as to the participant's employment in addition to those specifically provided for under the Plan. 15. Fair Market Value. For purposes of this Plan and any Benefits awarded hereunder, Fair Market Value shall be the closing price for the Company's Common Stock on the date of calculation (or on the last preceding trading date if Common Stock was not traded on the date of calculation) if the Company's Common Stock is readily tradeable on a national securities exchange or other market system, and if the Company's Common Stock is not readily tradeable, Fair Market Value shall mean the amount determined in good faith by the Committee as the fair market value of the Common Stock of the Company. 16. Withholding. All payments or distributions made pursuant to the Plan shall be net of any amounts required to be withheld pursuant to applicable federal, state and local tax withholding requirements. If the Company proposes or is required to distribute Common Stock pursuant to the Plan, it may require the recipient to remit to it an amount sufficient to satisfy such tax withholding requirements prior to the delivery of any certificates for such Common Stock. The Committee may, in its discretion and subject to such rules as it may adopt, permit an optionee or award or right holder to pay all or a portion of the minimum federal, state and local withholding taxes arising in connection with (a) the exercise of a Nonqualified Stock Option or a Stock Appreciation Right or (b) the receipt or vesting of Stock Awards, by electing to have the Company withhold shares of Common Stock having a Fair Market Value equal to the amount to be withheld. 17. Tenure. A participant's right, if any, to continue to serve the Company as an officer, employee, or otherwise, shall not be enlarged or otherwise affected by his or her designation as a participant under the Plan. 18. Duration, Amendment and Termination. No Benefit shall be granted more than ten years after the date of the approval of this Plan by the stockholders of the Company; provided, however, that the terms and conditions applicable to any Benefit granted prior to such date may thereafter be amended or modified by mutual agreement between the Company and the participant or such other persons as may then have an interest therein. Also, by mutual agreement between the Company and a participant hereunder, under this Plan or under any other present or future plan of the Company, benefits may be granted to such participant in substitution and exchange for, and in cancellation of, any Benefits previously granted such participant under this Plan, or any other present or future plan of the Company. The Board of Directors may amend the Plan from time to time or terminate the Plan at any time. However, no action authorized by this paragraph shall reduce the amount of any existing Benefit or change the terms and conditions thereof without the participant's consent. No amendment of the Plan shall be made without approval of the stockholders of the Company, if such approval is required by law, regulation or stock exchange rule. 19. Governing Law. This Plan, Benefits granted hereunder and actions taken in connection herewith shall be governed and construed in accordance with the laws of the State of Indiana (regardless of the law that might otherwise govern under applicable Indiana principles of conflict of laws). 20. Shareholder Approval. The Plan was adopted by the Board of Directors of the Company on February 3, 2000. The Plan and any Benefits granted thereunder shall be null and void if shareholder approval is not obtained within twelve (12) months of the adoption of the Plan by the Board of Directors. -----END PRIVACY-ENHANCED MESSAGE-----