-----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, DbDjhs+/eQq+XA6s/ukhhu/ydXi5GYWKhmi/iC+qFK6C92UwZzb1xqAVcrXIqYrY 2Xi/C9n71fQNmKbB5RxKTQ== 0000940397-02-000050.txt : 20020701 0000940397-02-000050.hdr.sgml : 20020701 20020701153846 ACCESSION NUMBER: 0000940397-02-000050 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20011231 FILED AS OF DATE: 20020701 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COACHMEN INDUSTRIES INC CENTRAL INDEX KEY: 0000021212 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR HOMES [3716] IRS NUMBER: 351101097 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07160 FILM NUMBER: 02693599 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 11-K 1 coach11k.txt RETIREMENT PLAN AND TRUST 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 __________ FORM 11-K __________ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) [X] Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2001 OR [ ] Transition report pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the transition period from _____ to _____ Commission file number 001-07160 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: COACHMEN INDUSTRIES, INC. RETIREMENT PLAN AND TRUST B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: Coachmen Industries, Inc. 2831 Dexter Drive Elkhart, Indiana 46514 2 REQUIRED INFORMATION A. FINANCIAL STATEMENTS AND SCHEDULE: PAGE Report of Independent Auditors 3 Financial Statements: Statements of Net Assets Available for Benefits as of December 31, 2001 and 2000 4 Statements of Changes in Net Assets Available for Benefits for year ended December 31, 2001 5 Notes to Financial Statements 6-11 Supplemental Schedule: Schedule H, Line 4i - Schedule of Assets 12 (Held at End of Year) B. EXHIBITS 23 Consent of Independent Auditors (filed herewith) 13 3 REPORT OF INDEPENDENT AUDITORS Plan Administrator Coachmen Industries, Inc. Retirement Plan and Trust Elkhart, Indiana We have audited the accompanying statements of net assets available for benefits of the Coachmen Industries, Inc. Retirement Plan and Trust (the "Plan") at December 31, 2001 and 2000, and the related statement of changes in net assets available for benefits for the year ended December 31, 2001. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards 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. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2001 and 2000, and the changes in net assets available for benefits for the year ended December 31, 2001 in conformity with accounting principles generally accepted in the United States of America. Our audit of the Plan's financial statements was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplementary schedule of assets (held at December 31, 2001) is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplementary schedule has been subjected to the auditing procedures applied in the audit of the 2001 basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the 2001 basic financial statements taken as a whole. Crowe, Chizek and Company LLP Elkhart, Indiana June 28, 2002 4 COACHMEN INDUSTRIES, INC. RETIREMENT PLAN AND TRUST STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS December 31, 2001 and 2000 - -------------------------------------------------------------------------------- 2001 2000 ASSETS Investments $ 14,315,108 $ 8,437,546 Employee contributions receivable 31,411 159,520 Employer contributions receivable 10,115 43,158 Interest receivable 4,621 3,650 Cash 1,499 - _____________ _____________ $ 14,362,754 8,643,874 LIABILITIES Other liabilities, net 4,967 4,525 _____________ _____________ Net assets available for benefits $ 14,357,787 $ 8,639,349 - -------------------------------------------------------------------------------- See accompanying notes to financial statements. 2 5 COACHMEN INDUSTRIES, INC. RETIREMENT PLAN AND TRUST STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS Year ended December 31, 2001 - -------------------------------------------------------------------------------- ADDITIONS TO NET ASSETS ATTRIBUTED TO Contributions Employee $ 4,194,699 Employer 1,325,613 Investment income 386,775 ____________ Total additions $ 5,907,087 ____________ DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO Benefit payments 2,313,847 Net depreciation in fair value of investments 1,614,162 ____________ Total deductions 3,928,009 ____________ Net increase prior to merger with other plans 1,979,078 Transfer of assets from merged plans (Note 1) 3,739,360 ____________ Net increase 5,718,438 Net assets available for benefits at beginning of year 8,639,349 ____________ Net assets available for benefits at end of year $ 14,357,787 - -------------------------------------------------------------------------------- See accompanying notes to financial statements. 3 6 COACHMEN INDUSTRIES, INC. RETIREMENT PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS December 31, 2001 - -------------------------------------------------------------------------------- NOTE 1 - PLAN DESCRIPTION The following description of the Coachmen Industries, Inc. Retirement Plan and Trust (the "Plan") provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. GENERAL: The Plan is a defined contribution plan covering all full-time employees of Coachmen Industries, Inc. and its subsidiaries (individually and collectively referred to as the "Company" or "Employer") who have one year of service and are 21 years of age, except those employees covered under a collective bargaining agreement. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). Effective January 1, 2001, Coachmen Industries, Inc. common stock was added as an investment option for Plan participants. Effective January 1, 2001 and April 1, 2001, the assets of two (2) plans sponsored by two of the Company's wholly-owned subsidiaries, which were acquired during 2000, were merged with and into the Plan. On the effective dates of the plan mergers, the participants of the two merged plans became 100% vested in their participant account balances. The Plan does not allow for participant loans, however, participant loans of the merged plans, outstanding as of the effective dates of the mergers, were allowed as investments of the Plan until paid in full. Participants pay interest on these loans at a fixed rate based on the prime rate at the time of loan origination, which is credited to the participant's account. The loans are collateralized by the participant's vested account balance. CONTRIBUTIONS: The Company can make matching and discretionary profit sharing contributions to the Plan as determined by management of the Company. Participants may contribute up to 20 percent of their annual compensation. Participant contributions and any matching contribution by the Employer are invested in various funds available to the Plan as directed by the participants. Profit sharing contributions are allocated to participants based on compensation. PARTICIPANT ACCOUNTS: Each participant's account is credited with the participant's contributions and an allocation of (a) the Company's contribution, (b) Plan earnings, and (c) forfeitures of terminated participants' nonvested accounts. Allocations of the Company's contributions and forfeitures of terminated participants' nonvested accounts are based on annual compensation. Forfeitures of excess aggregate contribution, as defined, are applied to reduce the Company's contribution. Allocations of Plan earnings are based on account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's account. - -------------------------------------------------------------------------------- (Continued) 4 7 COACHMEN INDUSTRIES, INC. RETIREMENT PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS December 31, 2001 - -------------------------------------------------------------------------------- NOTE 1 - PLAN DESCRIPTION (Continued) VESTING: Participants are immediately vested in their voluntary contributions plus actual earnings therein. Vesting in the remainder of their accounts is based on years of credited service. A participant is 20 percent vested after the first year with an additional 20% vesting each year thereafter until fully vested. Participants become 100% vested in the event of death, disability or retirement at the normal retirement date. PAYMENT OF BENEFITS: On termination of service, a participant may elect to receive a lump-sum amount equal to the value of his or her account (lump-sum or annual installment distribution election was available prior to January 1, 2001). Benefits payable to participants who are eligible to receive a distribution from the Plan, but have not yet been paid, aggregated $18,741 and $5,114 at December 31, 2001 and 2000, respectively. FORFEITURES: Upon termination, participant nonvested amounts are forfeited to the Plan and are used to reduce Employer matching contributions. Forfeited nonvested accounts, which will be used to reduce future Employer matching contributions, were $84,955 and $30,988 for the years ended December 31, 2001 and 2000, respectively. NOTE 2 - ACCOUNTING POLICIES The following is a summary of the significant accounting policies followed in the preparation of the Plan's financial statements: VALUATION OF INVESTMENTS: Investments in common and mutual funds are stated at the aggregate current value as reported by the funds. The cost of investments sold is determined using the average cost method. Investments in common stocks are stated at current value based upon quoted redemption values on the last business day of the Plan's year. Participant loans are valued at cost which approximates fair value. Purchases and sales of securities are recorded on a trade-date basis. The Plan presents in its statement of changes in net assets available for benefits the net appreciation (depreciation) in the fair value of its investments which consists of realized gains or losses and unrealized appreciation (depreciation) on those investments. CONTRIBUTIONS: Contributions from employees, including any related Employer matching contributions, are recorded in the period the Employer withholds payroll deductions from Plan participants. - -------------------------------------------------------------------------------- (Continued) 5 8 COACHMEN INDUSTRIES, INC. RETIREMENT PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS December 31, 2001 - -------------------------------------------------------------------------------- NOTE 2 - ACCOUNTING POLICIES (Continued) USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 additions to and deductions from net assets available for benefits during the reporting period. Actual results could differ from those estimates. RISKS AND UNCERTAINTIES: The Plan provides for various investment options in any combination of common and mutual funds. The underlying investment securities are exposed to various risks, such as interest rate, market and credit. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risks in the near term could materially affect participants' account balances and the amounts reported in the statements of net assets available for benefits and the statement of changes in net assets available for benefits. NOTE 3 - INVESTMENTS The following investments, at fair value, were 5% or more of the Plan's net assets at December 31, 2001 and 2000: 2001 2000 MUTUAL FUNDS Janus Worldwide Fund $ 896,536 $ 454,189 Janus Twenty Fund, Inc. 1,663,339 1,299,161 Janus Enterprise Fund - 535,762 Janus Balanced Fund 1,677,427 1,043,382 Mas Mid Cap Growth Portfolio 845,219 594,189 Victory Growth Fund 812,832 452,110 Victory Stock Index Fund 1,475,237 1,540,650 Victory Value Fund 961,767 - Pimco Total Return Fund 1,212,090 710,754 COMMON TRUST FUNDS Prism MaGIC fund 3,390,384 1,527,566 - -------------------------------------------------------------------------------- (Continued) 6 9 COACHMEN INDUSTRIES, INC. RETIREMENT PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS December 31, 2001 - -------------------------------------------------------------------------------- NOTE 3 - INVESTMENTS (Continued) During the year ended December 31, 2001, the Plan's investments (including investments bought, sold, and held during the year) appreciated (depreciated) in value as follows: Mutual funds $ (1,830,069) Common trust funds 164,509 Coachmen Industries, Inc. common stock 51,398 _____________ Net depreciation $ (1,614,162) NOTE 4 - PLAN TERMINATION Although it has not expressed any intent to do so, the Company has the right under the Plan to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become fully vested in their accounts. NOTE 5 - TAX STATUS AND REPORTING The Plan, which the Company has adopted, is a prototype standardized profit sharing plan offered by the trustee, and the Internal Revenue Service has determined and informed the trustee by a letter dated March 24, 1995, that the prototype plan is designed in accordance with applicable sections of the Internal Revenue Code ("IRC"). The Company has amended the Plan since receiving the determination letter; however, the Company believes that the Plan is currently designed and is being operated in compliance with the applicable requirements of the IRC. There are differences between the accompanying financial statements and the related Form 5500, Annual Return/Report of Employee Benefit Plan. These differences are primarily other liabilities which are reflected in the accompanying financial statements but not in the related Form 5500 and accrued benefits payable which are reflected in the Form 5500 but not in the accompanying financial statements. - -------------------------------------------------------------------------------- (Continued) 7 10 COACHMEN INDUSTRIES, INC. RETIREMENT PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS December 31, 2001 - -------------------------------------------------------------------------------- NOTE 5 - TAX STATUS AND REPORTING (Continued) The following is a reconciliation of net assets available for benefits per the financial statements at December 31, 2001 and 2000 to Form 5500: 2001 2000 Net assets available for benefits per the $ 14,357,787 $ 8,639,349 financial statements Other liabilities - 4,525 Amounts allocated to withdrawing participants (18,741) (5,114) ______________ _____________ Net assets available for benefits per the Form 5500 $ 14,339,046 $ 8,638,760 ______________ _____________ The following is a reconciliation of benefits paid to participants per the financial statements for the year ended December 31, 2001, to From 5500: Benefits paid to participants per the financial statements $ 2,313,847 Add: Other liabilities at December 31, 2000 4,525 Amounts allocated to withdrawing participants at December 31, 2001 18,741 Less: Other liabilities at December 31, 2001 - Amounts allocated to withdrawing participants at December 31, 2000 (5,114) ______________ Benefits paid to participants per Form 5500 $ 2,331,999 - -------------------------------------------------------------------------------- (Continued) 8 11 COACHMEN INDUSTRIES, INC. RETIREMENT PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS December 31, 2001 - -------------------------------------------------------------------------------- NOTE 6 - PARTIES-IN-INTEREST TRANSACTIONS The Company provides certain accounting, recordkeeping and administrative services to the Plan for which it receives no compensation. During the year ended December 31, 2001: the Plan acquired 14,584 shares of Coachmen Industries, Inc. common stock at an aggregate cost of $153,743; the Plan received 31,088 shares of Coachmen Industries, Inc. common stock, at an aggregate cost of $328,611, from the Plan sponsor as employer contributions in accordance with Plan provisions; and the Plan sold 7,856 shares of Coachmen Industries, Inc. common stock to the Company (total proceeds were $79,960 with resulting losses of $2,735). Investments in Coachmen Industries, Inc. common stock at December 31, 2001 are $453,792 (none at December 31, 2000). The above transactions are statutorily exempt from the prohibitions against party-in-interest transactions under ERISA. Certain plan investments are in common and mutual funds managed by the trustee as follows: 2001 2000 Victory Funds Victory Grown Fund $ 812,832 $ 452,110 Victory Funds Victory Stock Index Fund 1,475,237 1,540,650 Victory Funds Victory Value Funds 961,767 279,783 KeyTrust Company of Indiana, N.A.- Trustee Prism MaGIC Fund 3,390,384 1,527,566 - -------------------------------------------------------------------------------- 9 12 COACHMEN INDUSTRIES, INC. RETIREMENT PLAN AND TRUST SUPPLEMENTARY SCHEDULE SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR) - -------------------------------------------------------------------------------- Name of Plan Sponsor: Coachmen Industries, Inc. Retirement Plan and Trust --------------------------------------------------------- Employer Identification Number: 35-1101097 ----------------------------------------------- Three-Digit Plan Number: 001 ------------------------------------------------------
(c) Description of Investment Including Maturity Date, (a) (b) Rate of Interest (e) Identity of Issue, Borrower Collateral, Par or (d) Fair LESSOR, OR SIMILAR PARTY MATURITY VALUE COST VALUE MUTUAL FUNDS American Funds Growth Fund of America (9,580 units) $ 227,143 Janus Janus Worldwide Fund (20,450 units) 896,536 Janus Janus Twenty Fund (43,249 units) 1,663,339 Janus Janus Enterprise Fund (20,901 units) 668,847 Janus Janus Balanced Fund (85,452 units) 1,677,427 MAS Funds Mid Cap Growth Portfolio (49,169 units) 845,219 * Victory Funds Victory Growth Fund (44,417 units) 812,832 * Victory Funds Victory Stock Index Fund (86,728 units) 1,475,237 * Victory Funds Victory Value Fund (76,696 units) 961,767 Pimco Funds Pimco Total Return Fund (115,879 units) 1,212,090 __________ Total mutual funds 10,440,437 COMMON TRUST FUND * KeyTrust Company of Prism MaGIC Fund (222,297 units) 3,390,384 Indiana, N.A. - Trustee COMMON STOCKS * Coachmen Industries, Inc. Coachmen Industries, Inc. (37,816 shares) 453,792 PARTICIPANT LOANS Participant loans $30,495 principal amount, interest rates ranging from 6.94% to 10.50% with various maturity dates through June 2028 (16 loans) 30,495 __________ Total investments $14,315,108 *-Party-in-interest Note: Form 5500 does not require cost information for participant-directed investments - ---------------------------------------------------------------------------------------------------------------------
SIGNATURES THE PLAN. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the retirement plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. COACHMEN INDUSTRIES, INC. RETIREMENT PLAN AND TRUST July 1, 2002 By:/S/ THOMAS J. MARTINI Thomas J. Martini, Member of Retirement Plan and Trust Committee, Administrator of the Plan 10 EX-23 3 coa11kaud.txt CONSENT OF AUDITORS 13 EXHIBIT 23 CONSENT OF INDEPENDENT AUDITORS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-52378) of Coachmen Industries, Inc. of our report dated June 28, 2002 related to the financial statements of Coachmen Industries, Inc. Retirement Plan and Trust, which appears in this Form 11-K. Crowe, Chizek and Company LLP Elkhart, Indiana June 28, 2002 -----END PRIVACY-ENHANCED MESSAGE-----