-----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, MLjIMtkljU1Tii5mXTYdy0jSpSmxtB2etkws9vL6QLjOCqnJ/37ycRftUoJ6+FOL EWuJWpJvV6t6TbxcAq0C6w== 0000940397-03-000024.txt : 20030213 0000940397-03-000024.hdr.sgml : 20030213 20030213172221 ACCESSION NUMBER: 0000940397-03-000024 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030211 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030213 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: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-07160 FILM NUMBER: 03561050 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 8-K/A 1 coach8kafeb12.txt AMENDMENT TO 8-K FOR 4TH QUARTER EARNINGS 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): FEBRUARY 11, 2003 - -------------------------------------------------------------------------------- COACHMEN INDUSTRIES, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) INDIANA 1-7160 35-1101097 - -------------------------------------------------------------------------------- (State or other (Commission File (IRS Employer jurisdiction Number) Identification No.) of incorporation) 2831 Dexter Drive ELKHART, INDIANA 46514 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (574) 262-0123 - -------------------------------------------------------------------------------- NOT APPLICABLE - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) 2 ITEM 5. OTHER EVENTS. On February 11, 2003, the Company filed a press release announcing confirmation of a strong gain in fourth quarter and full year earnings. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K/A and incorporated by reference herein. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) The following exhibits are filed as a part of this Report: 99.1 Press Release dated Feburary 11, 2003 announcing confirmation of a strong gain in fourth quarter and full year earnings. 2 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. COACHMEN INDUSTRIES, INC. By:/S/ PATRICK BREEN Patrick Breen, Assistant Secretary Date: February 13, 2003 3 4 EXHIBIT INDEX EXHIBIT SEQUENTIALLY NUMBER DESCRIPTION NUMBERED PAGE - ------ ----------- ------------- 99.1 Press Release dated February 11, 2003 5 4 EX-99 3 coa4qpr.txt PRESS RELEASE FOR 4TH QUARTER 5 EXHIBIT 99.1 [LOGO] COACHMEN INDUSTRIES, INC. 2831 DEXTER DRIVE - P.O. BOX 3300 - ELKHART, INDIANA 46515 - 574/262-0123 - FAX 574/262-8823 NEWS RELEASE For immediate release Tuesday, Feb. 11, 2003 COACHMEN INDUSTRIES, INC. CONFIRMS STRONG GAIN IN FOURTH QUARTER AND FULL-YEAR EARNINGS - FOURTH QUARTER EARNINGS OF $0.17 PER SHARE AND 2002 EARNINGS OF $0.62 PER SHARE MARK SIGNIFICANT IMPROVEMENTS OVER THE LOSSES OF ($0.09) AND ($0.25) PER SHARE IN YEAR-EARLIER PERIODS. - FOURTH QUARTER RV SALES UP 48% WITH INCREASED PRODUCTION AND SHIPMENTS OVER PREVIOUS YEAR PERIOD. ELKHART, IND. - Coachmen Industries, Inc. (NYSE: COA) today confirmed significantly higher earnings for the fourth quarter and year 2002 compared with a year ago. Coachmen reported earnings of $2.7 million, or $0.17 per share for the quarter, compared with a loss of ($1.4) million or ($0.09) per share in the year-earlier period, an improvement of 289% on a gain in sales of 28.5%. Sales for the fourth quarter increased to $164.1 million versus $127.7 million in the same period of 2001, reflecting higher year-over-year RV and residential home shipments but lower demand for commercial telecommunications structures. Coachmen's sales of $665.2 million for the year 2002 are 13.3% higher than last year, while net income of $9.9 million and earnings per share of $0.62 for the year represent increases of $13.9 million and $0.87, respectively, and earnings per share improvement of 348%. Driving the year-over-year advances were a 0.7 percentage point improvement in gross profit, resulting from rising productivity, coupled with a 2.0 percentage point improvement in GS&A expenses as a percent of sales. Sales increases of 13.3% were supported with $1.7 million less in operating expenses. Claire C. Skinner, Chairman, Chief Executive Officer and President, remarked, "While we are disappointed that we fell short of our aggressive earnings expectations of $0.75 per share, we significantly returned the business to profitability during 2002 and established a solid foundation from which to build upon during 2003. As reported, the - MORE - Dedicated to the Enrichment of Your Life 6 Coachmen Industries, Inc. Reports Fourth Quarter Results Page 2 Feb. 11, 2003 ________________________________________________________________________________ RV segment performed admirably during the year, accelerating its performance as the year progressed. We expected the accelerating trend to continue through the fourth quarter, but, while the performance remained strong, it leveled off, as did industry sales. November results did not keep pace with October, but we believed this most probably was temporary and primarily related to timing issues; specifically, the National RV Trade Show in Louisville and harsh early-winter storms that delayed the delivery of residential finished goods." "Our belief was that the forecast could still be achieved and that a number of factors would come together in December to enable us to achieve our estimate," Skinner added. "Those factors included the shipment of a good portion of the Louisville RV orders and the delivery of the modular home finished goods that couldn't get delivered in November due to the weather, in addition to the housing deliveries and order inflow of December. Unfortunately, market and weather challenges continued, coupled with intensified concerns about Iraq. As a result, the Company missed its range of earnings guidance." THREE MONTHS ENDED YEAR ENDED DECEMBER 31, DECEMBER 31, 2002 2001 2002 2001 __________________ ________________ SALES Recreational Vehicle $ 103,736 $ 70,001 $ 435,548 $ 344,645 Modular Housing/Building 60,350 57,728 229,644 242,567 --------- --------- --------- --------- Total $ 164,086 $ 127,729 $ 665,192 $ 587,212 ========= ========= ========= ========= PRE-TAX INCOME/(LOSS) Recreational Vehicle $ ($1,212)$ (2,571) $ 1,903 $ (11,631) Modular Housing/Building 3,050 2,980 10,058 15,466 Other 2,007 (2,591) 3,035 (9,953) --------- -------- --------- --------- Total $ 3,845 $ (2,182) $ 14,996 (6,118) ========= ======== ========= ======== RECREATIONAL VEHICLE SEGMENT The Company's Recreational Vehicle segment continues to show improved year-over-year results with a full-year sales increase of 26.4% and a $13.5 million pre-tax income improvement. 2002 pre-tax profits were $1.9 million compared to a loss of ($11.6) million in 2001. Fourth quarter sales were up 48.2% while the segment's fourth quarter pre-tax loss was reduced by 52.9%. Improving industry trends, as well as the Company's extensive branding and design improvements, continue to result in increased dealer and consumer demand. Full-year recreational vehicle wholesale shipments for the Company were up 29.7% compared to 2001, while the industry was up 22.1% in the same categories. Because the Company outperformed the industry, Coachmen's share of recreational vehicle wholesale shipments for the year was 6.6%, a 6.5% increase from its 2001 full-year share. - MORE - 7 Coachmen Industries, Inc. Reports Fourth Quarter Results Page 3 Feb. 11, 2003 ________________________________________________________________________________ The Company continues to see mounting improvements in its Recreational Vehicle business that should prove beneficial in 2003. Wholesale shipments to dealers were up 52.8% for the fourth quarter compared to a 34.6% growth rate for the entire industry. Coachmen's unit production rate was up 51.9% during the quarter and 33.3% for the year compared to 2001. As a result of increased production rates, the Company has brought its unit backlogs to more reasonable levels during the fourth quarter, but still substantially up from the beginning of the year. Backlogs have increased 55.8% since January. These continuing healthy backlogs together with the dealers' strong response to Coachmen's offerings at the Louisville show contributed to the Company's recent decision to add more production capacity at its Coachmen RV operations in Middlebury, Indiana and Fitzgerald, Georgia. MODULAR HOUSING AND BUILDING SEGMENT The Company's Modular Housing and Building segment remained profitable in the fourth quarter with sales and pre-tax earnings up 4.5% and 2.3%, respectively, over the year-ago period. For the first time in 2002, total Modular Housing and Building segment quarterly shipments surpassed 2001 shipment levels, up 3.6% during the quarter. The results for the overall segment continue to be negatively impacted by lower demand for commercial modular structures used in the telecommunications industry. The results for the residential portion of the business have been hampered by the market economics associated with it. The primary market served is the rural, scattered lot, secondary or tertiary city market, with an ultimate customer who is largely dependent on either the agriculture economy or the manufacturing sector for his or her livelihood. These buyers have been plagued in 2002 by concerns over the economy, world events, drought, lack of a farm bill, and high unemployment. Despite that, residential unit production was up, increasing 7.3% for the quarter and 3.8% for 2002 versus the year-ago periods. Shipments from the Company's residential home operations were up 9.7% during the fourth quarter. With that as a foundation, the Company is pursuing higher growth markets in 2003, such as subdivision opportunities and hotel and assisted living center developments. On the non-residential commercial side, the Company is pursuing other markets for its products, such as concrete portable schoolrooms for hurricane-prone areas and new uses for Miller's steel-framing technology. To gain efficiencies in 2003, Miller Building Systems closed its New York operation in December. Production will be assumed by the neighboring Vermont and Pennsylvania operations, increasing their productivity and throughput. BALANCE SHEET/CASH FLOW As of December 31, 2002, the Company had cash and marketable securities of $24.2 million and shareholders' equity of $209.4 million. Cash flow from operations was $13.0 million for the year. Capital expenditures totaled $1.9 million for the fourth - MORE - 8 Coachmen Industries, Inc. Reports Fourth Quarter Results Page 4 Feb. 11, 2003 ________________________________________________________________________________ quarter and $5.3 million for the year. In the fourth quarter, the Company sold real estate for $4.0 million for an after-tax profit of $0.8 million. Sales for the year totaled $10.0 million for after-tax gains of $1.6 million. During the third quarter, the Company paid back loans it had accumulated against the cash value of certain executive life insurance policies totaling $17.6 million. Coachmen repurchased 263,300 shares totaling $4.0 million during the fourth quarter and 505,600 shares during the year for $7.8 million. Book value per share is $13.37. Joseph P. Tomczak, Executive Vice President and Chief Financial Officer, said, "Our fourth quarter results, while less than our estimate, were a marked improvement over last year. More importantly, we returned to profitability in 2002 by a wide margin. Compared to 2001, we delivered across the board improvements in our financial performance and we continued our focus on cash flow and keeping a strong balance sheet. That strength is demonstrated by the fact that our capital structure is made up of less than 5% debt. We are also keeping an extreme focus on improving the results of our Modular Housing and Building business, especially Miller Building Systems that had predominantly served the telecommunications industry. With the closing of Miller's New York facility in December and other efficiency improvements, we're focused on returning that division to profitability during 2003." OUTLOOK Chairman Skinner said, "Our goal in 2003 is to strengthen the foundation we built upon during 2002 and further improve our overall performance. With solid growth in shipment and production levels, and a healthy backlog going into 2003, our RV segment is gaining momentum, and we anticipate a strong follow-up performance out of the group this year. We are, at the same time, extremely focused on improving the results of the Modular Housing and Building business. The new modular markets and products mentioned previously indicate that 2003 should be an exciting year. While these are all positive developments, we, like all Americans, are concerned about the economy, terrorism, and war. Because of that, we feel it is not advisable to give a definitive forecast for 2003 at this time. Assuming reasonable stability, we anticipate sales growth of between 8% and 10%, and earnings growth in the 30% to 40% range. As conditions become clearer, we will endeavor to tighten up the forecast." Founded in 1964, Coachmen Industries, Inc. is one of the nation's leading manufacturers of recreational vehicles with well-known brand names including COACHMEN(R), GEORGIE BOY(R), SHASTA(R) and VIKING(R). Coachmen Industries is also the largest modular home producer in the nation with its ALL AMERICAN HOMES(R) and MOD-U-KRAF(R) subsidiaries. Modular commercial and telecommunication structures are manufactured by the Company's Miller Building Systems subsidiary. Prodesign, LLC is a subsidiary that custom thermoforms composite and plastic parts for numerous industries under the PRODESIGN(R) brand. Coachmen Industries, Inc. is a publicly held company with stock listed on the New York Stock Exchange (NYSE) under the COA ticker symbol. - MORE - 9 Coachmen Industries, Inc. Reports Fourth Quarter Results Page 5 Feb. 11, 2003 ________________________________________________________________________________ THIS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON FORWARD-LOOKING STATEMENTS, WHICH ARE INHERENTLY UNCERTAIN. ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THAT PROJECTED OR SUGGESTED DUE TO CERTAIN RISKS AND UNCERTAINTIES INCLUDING, BUT NOT LIMITED TO THE POTENTIAL FLUCTUATIONS IN THE COMPANY'S OPERATING RESULTS, THE CONDITION OF THE TELECOMMUNICATIONS INDUSTRY WHICH PURCHASES MODULAR STRUCTURES, THE AVAILABILITY AND THE PRICE OF GASOLINE, THE COMPANY'S DEPENDENCE ON CHASSIS SUPPLIERS, INTEREST RATES, THE AVAILABILITY AND COST OF REAL ESTATE FOR RESIDENTIAL HOUSING, COMPETITION, GOVERNMENT REGULATIONS, LEGISLATION GOVERNING THE RELATIONSHIPS OF THE COMPANY WITH ITS RECREATIONAL VEHICLE DEALERS, THE IMPACT OF CONSUMER CONFIDENCE AND ECONOMIC UNCERTAINTY ON HIGH-COST DISCRETIONARY PRODUCT PURCHASES, THE IMPACT OF POTENTIAL WAR AGAINST IRAQ ON THE ECONOMY, CONSUMER CONFIDENCE, AND OIL SUPPLIES, AND OTHER RISKS IDENTIFIED IN THE COMPANY'S SEC FILINGS. For more information: Joseph P. Tomczak Executive Vice President and Chief Financial Officer 574-262-0123 - MORE - 10 Coachmen Industries, Inc. Reports Fourth Quarter Results Page 6 Feb. 11, 2003 ________________________________________________________________________________ COACHMEN INDUSTRIES, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED) THREE MONTHS ENDED YEAR ENDED --------------------- --------------------- DECEMBER 31, DECEMBER 31, ------------ ------------ 2002 2001 2002 2001 --------- -------- --------- --------- Net Sales $ 164,086 $ 127,729 $ 665,192 $ 587,212 Gross Profit - $ 25,204 18,807 99,219 83,445 Gross Profit - % 15.4% 14.7% 14.9% 14.2% GS&A - $ 22,416 21,562 86,198 87,934 GS&A - % 13.7% 16.9% 13.0% 15.0% Operating Income/(Loss) - $ 2,788 (2,755) 13,021 (4,489) Operating Income/(Loss) - % 1.7% (2.2)% 2.0% (0.8)% Other (Income)/Expense (1,057) (573) (1,975) 1,629 Pre-Tax Profit/(Loss) - $ 3,845 (2,182) 14,996 (6,118) Pre-Tax Profit/(Loss) - % 2.3% (1.7)% 2.3% (1.0)% Tax Expense/(Benefit) 1,185 (742) 5,067 (2,167) Net Income/(Loss) 2,660 (1,440) 9,929 (3,951) Earning/(Loss) per share - Basic & Diluted 0.17 (0.09) 0.62 (0.25) Weighted Average Shares Outstanding Basic 15,778 15,635 15,996 15,835 Diluted 15,871 15,635 16,107 15,835 - MORE - 11 Coachmen Industries, Inc. Reports Fourth Quarter Results Page 7 Feb. 11, 2003 ________________________________________________________________________________ COACHMEN INDUSTRIES, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (IN THOUSANDS) (UNAUDITED) ASSETS 12/31/02 12/31/01 - ------ -------- -------- CURRENT ASSETS Cash and temporary cash investments $ 16,549 $ 28,416 Marketable securities 7,641 12,180 Accounts receivable 29,408 23,756 Inventories 85,010 80,477 Prepaid expenses and other 8,862 9,059 Deferred income taxes 6,885 7,319 -------- -------- Total Current Assets 154,355 161,207 Property & equipment, net 78,889 80,233 Goodwill and other, net 18,954 18,954 Cash value of life insurance 33,155 13,454 Real estate held for sale 276 11,129 Other 7,566 3,583 -------- -------- Total Assets $ 293,195 $ 288,560 ========= ========= LIABILITIES AND SHAREHOLDERS' EQUITY 12/31/02 12/31/01 - ------------------------------------ -------- -------- CURRENT LIABILITIES Current portion of long-term debt $ 902 $ 917 Accounts payable, trade 18,801 18,944 Accrued income taxes 1,222 494 Other accruals 39,856 38,846 --------- --------- Total Current Liabilities 60,781 59,201 Long-term debt 10,097 11,001 Deferred income taxes 4,123 1,257 Other 8,768 8,461 --------- --------- Total liabilities 83,769 79,920 Shareholder's Equity 209,426 208,640 --------- --------- Total Liabilities and Shareholders' Equity $ 293,195 $ 288,560 ========= ========= - MORE - 12 Coachmen Industries, Inc. Reports Fourth Quarter Results Page 8 Feb. 11, 2003 ________________________________________________________________________________ COACHMEN INDUSTRIES, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS) (UNAUDITED) YEAR ENDED ---------------------- DECEMBER 31, ------------ 2002 2001 -------- -------- CASH FLOW FROM OPERATIONS $ 13,027 $ 41,294 CASH FLOW FROM/(USED IN) ACQUISITION & INVESTING ACTIVITIES 4,828 (4,384) Net Borrowings (19,377) (8,643) Issuance/Purchase of Stock (6,824) 704 Dividends (3,521) (3,169) -------- -------- CASH FLOW FROM/(USED IN) FINANCING ACTIVITIES (29,722) (11,108) INCREASE IN CASH AND TEMPORARY CASH INVESTMENTS (11,867) 25,802 Beginning of Period Cash and Temporary Cash Investments 28,416 2,614 -------- -------- ENDING CASH AND TEMPORARY CASH INVESTMENTS $ 16,549 $ 28,416 ======== ======== - END - -----END PRIVACY-ENHANCED MESSAGE-----