11-K 1 coach11k03.txt ANNUAL REPORT 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, 2002 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, 2002 and 2001 4 Statement of Changes in Net Assets Available for Benefits for year ended December 31, 2002 5 Notes to Financial Statements 6-12 Supplemental Schedule: Schedule H, Line 4i - Schedule of Assets 14 (Held at End of Year) B. EXHIBITS 23 Consent of Independent Auditors (filed herewith) 17 99 Certification Pursuant to 18 U.S.C Section 1350 18 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") as of December 31, 2002 and 2001, and the related statement of changes in net assets available for benefits for the year ended December 31, 2002. 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, 2002 and 2001, and the changes in net assets available for benefits for the year ended December 31, 2002 in conformity with accounting principles generally accepted in the United States of America. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental Schedule H, Line 4i - Schedule of Assets (Held at End of Year) as of December 31, 2002 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 supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /S/ Crowe Chizek and Company LLC Crowe Chizek and Company LLC Elkhart, Indiana May 16, 2003 -------------------------------------------------------------------------------- 1. 4 COACHMEN INDUSTRIES, INC. RETIREMENT PLAN AND TRUST STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS December 31, 2002 and 2001 -------------------------------------------------------------------------------- 2002 2001 ---- ---- ASSETS Investments (Note 3) $ 15,749,452 $ 14,315,108 Receivables Employer contributions receivable - 10,115 Participant contributions receivable - 31,411 Accrued income 5,339 4,621 ------------ ------------ 5,339 46,147 Cash 508 1,499 ------------ ------------ 15,755,299 14,362,754 LIABILITIES Other liabilities, net - 4,967 ------------- ------------ NET ASSETS AVAILABLE FOR BENEFITS $ 15,755,299 $ 14,357,787 ============= ============ -------------------------------------------------------------------------------- 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, 2002 -------------------------------------------------------------------------------- ADDITIONS TO NET ASSETS ATTRIBUTED TO: Interest and dividends $ 137,315 Contributions Employer 1,242,892 Participant 3,885,016 Rollovers 60,880 ------------ 5,188,788 ------------ Total additions 5,326,103 ------------ DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO: Benefits paid to participants 1,952,097 Net depreciation in fair value of investments 1,974,629 Administrative expenses 1,865 ------------ Total deductions 3,928,591 ------------ NET INCREASE 1,397,512 NET ASSETS AVAILABLE FOR BENEFITS Beginning of year 14,357,787 ------------ End of year $ 15,755,299 ============ -------------------------------------------------------------------------------- See accompanying notes to financial statements. 3. 6 COACHMEN INDUSTRIES, INC. RETIREMENT PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS December 31, 2002 and 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 18 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. Effective November 1, 2002, employees of a Company's wholly owned subsidiary, which was acquired in 2001, were allowed to contribute to the Plan. These employees were previously enrolled in a plan by the acquired company, the assets of which were not merged into the Coachmen Industries, Inc. Retirement Plan and Trust as of December 31, 2002. CONTRIBUTIONS: The Company can make matching and discretionary profit sharing contributions to the Plan as determined by management of the Company. Contributions may be made in either cash or Coachmen Industries, Inc. common stock. Twenty-five percent (25%) of the Employer match is restricted to Employer stock and cannot be sold until age 55; at that time 20% per year can be sold. Participants may contribute up to 20% of their annual compensation to the Plan. 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 and (b) Plan earnings. Allocations of the Company's contributions are based on annual compensation. 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, 2002 and 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% 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. Included in net assets available for benefits are amounts allocated to individuals who have elected to withdraw from the plan but have not been paid. Amounts allocated to these individuals aggregated $4,175 and $18,741 at December 31, 2002 and 2001, 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 $134,282 and $84,955 at December 31, 2002 and 2001, respectively. During the year ended December 31, 2002, $31,933 of forfeitures were used to reduce Employer matching contributions. NOTE 2 - ACCOUNTING POLICIES The following is a summary of the significant accounting policies followed in the preparation of the Plan's financial statements: BASIS OF ACCOUNTING: The financial statements are prepared using the accrual method of accounting. VALUATION OF INVESTMENTS: Investments in common collective trust funds and mutual funds are stated at the aggregate current value as reported by the funds. Investment in Coachmen Industries, Inc. common stock is stated at current value based upon quoted sales prices 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 cost of investments sold is determined using the average cost method. 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, 2002 and 2001 -------------------------------------------------------------------------------- NOTE 2 - ACCOUNTING POLICIES (Continued) PAYMENT OF BENEFITS: Benefits are recorded when paid. 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 Coachmen Industries, Inc. common stock, common collective trust funds 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, 2002 and 2001: 2002 2001 ---- ---- ABN AMRO Income Plus Fund $ 3,749,301 $ - ABN AMRO Chicago Capital Growth Fund 2,904,865 - Janus Balanced Fund 2,047,443 1,677,427 Pimco Total Return Fund 1,661,332 1,212,090 ABN AMRO Veredus Aggressive Growth Fund 1,477,531 - ABN AMRO S&P 500 Index Fund 1,222,030 - Coachmen Industries, Inc. common stock 899,794 453,792 Dodge & Cox Stock Fund 837,624 - Putnam International Growth Fund 832,934 - -------------------------------------------------------------------------------- (Continued) 6. 9 COACHMEN INDUSTRIES, INC. RETIREMENT PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS December 31, 2002 and 2001 -------------------------------------------------------------------------------- NOTE 3 - INVESTMENTS (Continued) 2002 2001 ---- ---- Prism MaGIC Fund $ - $3,390,384 Janus Twenty Fund, Inc. - 1,663,339 Victory Stock Index Fund - 1,475,237 Victory Value Fund - 961,767 Janus Worldwide Fund - 896,536 MAS Mid Cap Growth Portfolio - 845,219 Victory Growth Fund - 812,832 During the year ended December 31, 2002, the Plan's investments (including investments bought, sold, and held during the year) appreciated (depreciated) in value as follows: Mutual funds $ (2,374,166) Common trust funds 248,232 Coachmen Industries, Inc. common stock 151,305 ------------ $ (1,974,629) Information about the net assets and the significant components of the changes in net assets relating to the nonparticipant-directed investments is as follows: 2002 2001 ---- ---- Net assets Coachment Industries, Inc. common stock $ 694,600 $ 350,042 Common Trust Fund 14,411 4,702 Money Market Fund 29,339 - --------- --------- $ 738,350 $ 354,744 ========= ========= -------------------------------------------------------------------------------- (Continued) 7. 10 COACHMEN INDUSTRIES, INC. RETIREMENT PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS December 31, 2002 and 2001 -------------------------------------------------------------------------------- NOTE 3 - INVESTMENTS (Continued) Year Ended December 31, 2002 Change in net assets Contributions $ 320,975 Dividends 5,722 Net appreciation in fair value of investments 116,302 Benefit payments (59,393) --------- $ 383,606 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 non-standardized profit sharing plan offered by the trustee, and the Internal Revenue Service has determined and informed the trustee by a letter dated November 27, 2001, that the prototype plan is designed in accordance with applicable sections of the Internal Revenue Code ("IRC"). The following is a reconciliation of net assets available for benefits per the accompanying financial statements at December 31, 2002 and 2001 to Form 5500: 2002 2001 ---- ---- Net assets available for benefits per the $ 15,755,299 $ 14,357,787 financial statements Amounts allocated to withdrawing participants (4,175) (18,741) ------------ ------------ Net assets available for benefits per the Form 5500 $ 15,751,124 $ 14,339,046 ============ ============ -------------------------------------------------------------------------------- (Continued) 8. 11 COACHMEN INDUSTRIES, INC. RETIREMENT PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS December 31, 2002 and 2001 -------------------------------------------------------------------------------- NOTE 5 - TAX STATUS AND REPORTING (Continued) The following is a reconciliation of benefits paid to participants per the accompanying financial statements for the year ended December 31, 2002 to Form 5500: Benefits paid to participants per the financial statements $ 1,952,097 Add: Amounts allocated to withdrawing participants at December 31, 2002 4,175 Less: Amounts allocated to withdrawing participants at December 31, 2001 (18,741) ----------- Benefits paid to participants per Form 5500 $ 1,937,531 =========== NOTE 6 - PARTIES-IN-INTEREST TRANSACTIONS Parties-in-interest are defined under Department of Labor regulations as any fiduciary of the Plan, any party rendering service to the Plan, the Employer and certain others. The Company provides certain accounting, recordkeeping and administrative services to the Plan for which it receives no compensation. Fees paid by the Plan to ABN AMRO Trust Services Company, trustee of the Plan, were $1,865 for the year ended December 31, 2002. During the year ended December 31, 2002, the Plan received 14,571 shares of Coachmen Industries, Inc. common stock, at an aggregate cost of $231,049, from the Plan Sponsor as Employer contributions in accordance with Plan provisions. -------------------------------------------------------------------------------- (Continued) 9. 12 COACHMEN INDUSTRIES, INC. RETIREMENT PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS December 31, 2002 and 2001 -------------------------------------------------------------------------------- NOTE 6 - PARTIES-IN-INTEREST TRANSACTIONS (Continued) The Plan held the following party-in-interest investments:
2002 2001 ---- ---- Coachmen Industries, Inc. Common Stock $ 899,794 $ 453,792 ABN AMRO Income Plus Fund 3,749,301 - ABN AMRO Chicago Capital Growth Fund 2,904,865 - ABN AMRO S&P 500 Index Fund 1,222,030 - ABN AMRO Veredus Aggressive Growth Fund 1,477,531 - ABN AMRO Chicago Capital Money Market Fund 38,014 - Participant Loans 19,016 30,495 Victory Funds Victory Growth Fund - 812,832 Victory Funds Victory Stock Index Fund - 1,475,237 Victory Funds Victory Value Funds - 961,767 KeyTrust Company of Indiana, N.A. - Trustee Prism MaGIC Fund - 3,390,384 ------------------------------------------------------------------------------------------------
10. 13 SUPPLEMENTAL SCHEDULE 14
COACHMEN INDUSTRIES, INC. RETIREMENT PLAN AND TRUST SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR) December 31, 2002 Name of Plan Sponsor: COACHMEN INDUSTRIES, INC. 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 Dodge & Cox Funds Dodge & Cox Stock Fund (9,513.046 units) # $ 837,624 * ABN AMRO Chicago Capital Growth Fund (160,756.219 units) # 2,904,865 Royce Royce Total Return Fund (7,116.897 units) # 59,568 Janus Janus Balanced Fund (114,510.234 units) # 2,047,443 * ABN AMRO Veredus Aggressive Growth Fund (137,189.521 units) # 1,477,531 Putnam Putnam International Growth Fund (50,757.723 units) # 832,934 Pimco Funds Pimco Total Return Fund (155,701.190 units) # 1,661,332 ------------- Total mutual funds 9,821,297 COMMON TRUST FUNDS * ABN AMRO ABN AMRO Income Plus Fund (710,868.783 units) # 3,734,890 * ABN AMRO Non-participant directed ABN AMRO Income Plus Fund (2,742.873 units) $ 14,245 14,411 * ABN AMRO ABN AMRO S&P 500 Index Fund (349,550.926 units) # 1,222,030 ------------- 4,971,331 COMMON STOCK * Coachmen Industries, Inc. Coachmen Industries, Inc. (12,987 shares) # 205,194 * Coachmen Industries, Inc. Non-participant directed Coachmen Industries, Inc. (43,962 shares) 662,531 694,600 ------------- 899,794 * ABN AMRO Chicago Capital Money Market Fund (8,662 units) # 8,675 * ABM AMRO Non-participant directed Chicago Capital Money Market Fund (29,339 shares) 29,339 29,339 ------------- 38,014 PARTICIPANT LOANS $19,016 principal amount, interest rates ranging from 6.94% to 10.50% with various maturity dates through June 2028 (13 loans) # 19,016 ------------- Total investments $ 15,749,452 ============= ---------------------------------------------------------------------------------------------------------------------------- * - Party-in-interest # Form 5500 does not require cost information for participant-directed investments
11. 15 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 June 30, 2003 By:/s/ THOMAS J. MARTINI Thomas J. Martini, Member of Retirement Benefits Committee, Administrator of the Plan 16 EXHIBIT INDEX EXHIBIT SEQUESTIALLY NUMBER DESCRIPTION NUMBERED PAGE ------ ----------- ------------- 23 Consent of Independent Auditors (filed herewith) 17 99 Certification Pursuant to 18 U.S.C. Section 1350 18