8-K 1 form8-k1q.txt 8K SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 -------------------------------------------------------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 15, 2003 Rexhall Industries, Inc. (Exact name of registrant as specified in charter) California 0-10067 95-4135907 (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 46147 7th Street West, Lancaster California 93534 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (661) 726-0565 ______________________________________________________________ Item 1. Changes in Control of Registrant. Not applicable. Item 2. Acquisition or Disposition of Assets. None. Item 3. Bankruptcy or Receivership. Not applicable. Item 4. Changes in Registrant's Certifying Accountant. Not applicable. Item 5. Other Events. Not applicable. Item 6. Resignations of Registrant's Directors. Not applicable. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Financial Statements - Not applicable. (b) Pro Forma Financial Information - Not applicable. (c) Exhibits - The following exhibit is filed as part of this report: 99.1 Press Release of May 15, 2003 announcing first quarter 2003 financial results. Item 8. Change in Fiscal Year Not applicable. Item 9. Regulation FD Disclosure. On May 15, 2003, registrant made an earnings release, the text of which is set forth in Exhibit 99.1 attached hereto and is being furnished pursuant to Item 12 of Form 8-K. SIGNATURES 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 thereunto duly authorized. Rexhall Industries, Inc. (Registrant) Date: May 19, 2003 By: /S/William J. Rex ------------------------- William J. Rex President and Chief Executive Officer ______________________________________________ Exhibit 99.1 ------------ ( BW)(CA-REXHALL-INDUSTRIES)(REXL) Rexhall Industries Announces First Quarter Results Business Editors LANCASTER, Calif.--(BUSINESS WIRE)--May 15, 2003--Rexhall Industries, Inc. (Nasdaq:REXL) today reported revenue and earnings for its first quarter ended March 31, 2003. Net revenues for the first quarter decreased 26% to $12,946,000 from $17,407,000 for the same period in 2002. Gross profit for the first quarter was $1,602,000 versus $1,323,000 last year, which is a 21% increase. Net loss from continuing operations for the quarter was $57,000, or $0.01 per diluted share, compared to a net loss from continuing operations of $253,000 or $0.04 per diluted share for the first quarter last year. William J. Rex, President, Chairman and CEO stated, "Although we were not profitable in First Quarter 2003, our Gross Profit Margin was 21% over First Quarter 2002 -- largely attributable to reduction in overhead and S.G.&A. expense. We hope to continue this trend in our efforts to return to profitability and regain market share in the Second Quarter 2003 and beyond." REXHALL INDUSTRIES, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) Three Months Ended March 31, 2003 March 31, 2002 -------------- -------------- Net Revenues $12,946,000 $17,407,000 Cost of Sales 11,344,000 16,084,000 ------------ ------------ Gross Profit 1,602,000 1,323,000 Operating Expenses: Selling, General, Administrative Expenses and Other Expenses 1,691,000 1,741,000 ------------ ------------ Income (Loss) from Continuing Operations before Income Taxes (89,000) (418,000) Income Tax Expense (Benefit) (32,000) (165,000) ------------ ------------ Income (Loss) from Continuing Operations (57,000) (253,000) Loss from Discontinued Operations --- --- Net Income (Loss) ($ 57,000) ($ 253,000) ============ ============ Basic and Diluted Income (Loss) from Continuing Operations -- Per Share ($ .01) ($ .04) Basic and Diluted Loss from Discontinued Operations -- Per Share ($ .00) ($ .00) ------------ ------------ Basic and Diluted Income (Loss) -- Per Share ($ .01) ($ .04) ============ ============ Weighted Average Shares Outstanding Basic and Diluted 5,997,700 6,115,000 ============ ============ REXHALL INDUSTRIES, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) ASSETS March 31, 2003 December 31, 2002 CURRENT ASSETS Cash $ 5,021,000 $ 5,757,000 Accounts Receivables, net 2,409,000 2,251,000 Income Tax Receivable 360,000 360,000 Inventories 15,056,000 15,049,000 Deferred Income Taxes 850,000 1,003,000 Other Current Assets 250,000 139,000 Current Assets of Discontinued Operations 182,000 182,000 ----------- ----------- TOTAL CURRENT ASSETS 24,128,000 24,741,000 Property and Equipment at Cost Net of Accumulated Depreciation 5,841,000 5,021,000 Property Held for Sale --- --- Other Assets 152,000 152,000 Non-Current Assets of Discontinued Operations 37,000 37,000 ----------- ----------- TOTAL ASSETS $30,158,000 $29,951,000 =========== =========== LIABILITIES & STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts Payable $ 3,674,000 $ 1,622,000 Chassis Vendor Line of Credit 2,032,000 3,381,000 Notes Payable and Current Portion of Long-Term Debt 36,000 36,000 Accrued Warranty 1,008,000 991,000 Accrued Legal 1,018,000 1,250,000 Accrued Dealer Incentives 527,000 638,000 Other Accrued Liabilities 1,565,000 1,750,000 Accrued Compensation and Benefits 499,000 472,000 Current Liabilities of Discontinued Operations 20,000 20,000 ----------- ----------- TOTAL CURRENT LIABILITIES 10,379,000 10,160,000 Long-Term Debt, less Current Portion 926,000 634,000 ----------- ----------- TOTAL LIABILITIES 11,305,000 10,794,000 ----------- ----------- STOCKHOLDERS' EQUITY Preferred Stock -- no par value, Authorized, 1,000,000 shares; No shares outstanding at March 31, 2003 and December 31, 2002 --- --- Common Stock -- no par value, Authorized, 10,000,000 shares; issued and outstanding 5,912,700 at March 31, 2003 and 6,038,000 at December 31, 2002 5,659,000 5,906,000 Retained Earnings 13,194,000 13,251,000 ----------- ----------- TOTAL STOCKHOLDERS' EQUITY 18,853,000 19,157,000 ----------- ----------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $30,158,000 $29,951,000 =========== =========== BOOK VALUE PER SHARE $ 3.19 $ 3.17 =========== =========== Rexhall Industries, Inc. (www.rexhall.com) designs, manufactures and sells various models of Class A motorhomes used for leisure travel and outdoor activities. Rexhall's five lines of Class A motorhomes, sold through dealer locations across the U.S., Canada and Europe, include RoseAir, RexAir, Aerbus, Vision and American Clipper. FORWARD-LOOKING STATEMENTS: Our statements of our intentions or expectations are "forward-looking statements" based on assumptions and on facts known to us today. Those assumptions will become less valid over time, but we do not intend to update this report. Rexhall's business is seasonal and cyclical. Consumer confidence levels have fallen significantly, and that may reduce future sales. Threats of war, terrorism and increased fuel prices could adversely affect the entire industry. Most of Rexhall's competitors are substantially larger, and many of its suppliers and dealers have greater economic power, so that the volume and prices of both supplies and sales may be adversely affected by competitive action. The SEC Investigation of 2002 remains open and could still negatively affect the marketability of shares and the company's business. Management intends to remain aware of these factors and react to them, but cannot predict their timing or significance. CONTACT: Rexhall Industries, Inc. William Rex, CEO, or Investor Relations 661/726-0565