<PAGE> 1
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, 1998
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 333-43335
AIRXCEL, INC.
(Exact name of Registrant as specified in its charter)
Delaware 48-1071795
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
3050 North Saint Francis, Wichita, Kansas
67219 (Address of principal executive offices)
(Zip Code)
(316) 832-3400
(Registrant's telephone number, including area code)
Not applicable
(Former name, former address and former fiscal year,
if changed, since last year)
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 XX NO_____
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
1,000 shares of Common Stock as of June 30, 1998
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PART 1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
AIRXCEL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
June 30, 1998 December 31, 1997
--------- ---------
(Unaudited) (Note 1)
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $ 1,562 $ 9,691
Accounts receivable, net 18,254 8,310
Inventories 23,227 13,129
Other current assets 3,824 3,307
--------- ---------
Total current assets 46,867 34,437
--------- ---------
Property, plant and equipment, net 18,209 8,693
Loan financing costs, net 4,741 3,244
Non-compete agreements, net 1,039 --
Other identifiable intangible assets, net 31,694 24,553
Goodwill, net 24,361 6,006
--------- ---------
Total assets $ 126,911 $ 76,933
========= =========
LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIENCY)
Current Liabilities:
Current portion of long-term debt $ 798 $ 27
Accounts payable 13,171 6,196
Accrued expenses and other current liabilities 8,160 5,028
--------- ---------
Total current liabilities 22,129 11,251
--------- ---------
Long-term debt, net of current maturities 117,895 90,328
Deferred income taxes 6,245 363
Commitments and contingencies -- --
Stockholder's equity (deficiency):
Common Stock 1 1
Additional paid-in capital 26,182 22,086
Accumulated deficit (45,541) (47,096)
--------- ---------
Total stockholder's equity (deficiency) (19,358) (25,009)
--------- ---------
Total liabilities and stockholder's equity (deficiency) $ 126,911 $ 76,933
========= =========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
2
<PAGE> 3
AIRXCEL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
-------------------- --------------------
1998 1997 1998 1997
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net sales $ 42,724 $ 15,428 $ 70,780 $ 28,960
Cost of sales 33,052 11,456 54,023 21,697
-------- -------- -------- --------
Gross profit 9,672 3,972 16,757 7,263
Selling, general and administrative expense 5,098 905 8,588 2,132
-------- -------- -------- --------
Income from operations 4,574 3,067 8,169 5,131
Interest expense, net 3,086 929 5,576 1,513
-------- -------- -------- --------
Income from continuing operations
before income tax expense 1,488 2,138 2,593 3,618
Income tax expense 595 812 1,038 1,374
-------- -------- -------- --------
Income from continuing operations 893 1,326 1,555 2,244
Discontinued operations, less applicable
income tax benefit -- (621) -- (1,407)
-------- -------- -------- --------
Net income $ 893 $ 705 $ 1,555 $ 837
======== ======== ======== ========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
3
<PAGE> 4
AIRXCEL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
SIX MONTHS ENDED
<TABLE>
<CAPTION>
June 30, 1998 June 30, 1997
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 1,555 $ 837
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 2,224 872
Deferred income taxes 403 --
Other 331 --
Loss on sale of fixed assets 359 --
Changes in assets and liabilities:
Accounts receivable (1,408) (3,333)
Inventories (734) 41
Other assets (412) (30)
Accounts payable 2,091 1,262
Accrued expenses and other liabilities (1,925) 665
-------- --------
Net cash provided by operating activities 2,484 314
-------- --------
Cash flows from investing activities:
Proceeds from sale of assets 202 --
Capital expenditures (752) (844)
Acquisition of business, net of cash acquired (28,306) --
-------- --------
Net cash used in investing activities (28,856) (844)
-------- --------
Cash flows from financing activities:
Proceeds from long-term debt 80,016 29,789
Principal payments on long-term debt (64,678) (29,555)
Financing costs incurred (1,191) --
Capital contribution from parent company 4,096 --
-------- --------
Net cash provided by financing activities 18,243 234
-------- --------
Net decrease in cash and cash equivalents (8,129) (296)
Cash and cash equivalents, beginning of period 9,691 638
-------- --------
Cash and cash equivalents, end of period $ 1,562 $ 342
======== ========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
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<TABLE>
<S> <C>
Supplemental disclosure of noncash activities:
Acquired business, assets and liabilities:
Accounts receivable $ 9,829
Inventories 8,794
Other current assets 651
Property, plant and equipment, net 9,733
Non-compete agreement, net 1,100
Other identifiable intangible assets, net 7,900
Goodwill 15,506
Accounts payable (4,967)
Accrued expenses and other current liabilities (1,230)
Long-term debt (13,001)
Deferred income taxes (6,009)
--------
Fair value of net assets acquired $ 28,306
========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
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AIRXCEL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION:
The accompanying interim consolidated financial statements have not been
audited but reflect normal recurring adjustments which, in the opinion of
management, are necessary for a fair presentation of the Company's financial
position and results of operations and cash flows for the interim periods
presented. The year-end condensed balance sheet data was derived from audited
financial statements, but does not include all disclosures required by generally
accepted accounting principles. These interim financial statements should be
read in conjunction with the audited consolidated financial statements and the
notes therein for the fiscal year ended December 31, 1997 included in the
Company's Form S-4 filed with the Securities and Exchange Commission on April 7,
1998. The results of operations for any interim period are not necessarily
indicative of results for the full year or for any quarter.
2. ORGANIZATION AND BUSINESS:
Airxcel, Inc. (the "Company") is a wholly-owned subsidiary of Airxcel
Holdings Corporation, formerly known as RV Holdings Corporation (Holdings). The
Company is a diversified designer, manufacturer and marketer of heating,
ventilation, and air conditioning equipment in the United States, Canada and
certain international markets.
On April 3, 1998, Holdings issued additional detachable stock warrants to
purchase 229,663 shares of Class B Common Stock of Holdings at $.01 per share at
any time on or before April 30, 2008. The exercise price is subject to
adjustment from time to time in order to prevent dilution of the rights granted
under the warrants. The holders of these warrants are entitled to receive
dividend payments as if the warrants were exercised immediately prior to the
date of record for such dividends. The purchase price of the warrants was
$764,776.
On March 17, 1998, the Company completed the acquisition of 100% of the
outstanding common stock of KODA Enterprises Group, Inc. (KODA), a designer and
manufacturer of heating, water heating and cooking appliances for the recreation
vehicle industry and other specialty products for the heating, ventilating and
air conditioning industry. The acquisition was accounted for as a purchase and,
accordingly, the purchase price was allocated to the underlying assets and
liabilities based on their respective fair values. The consolidated financial
statements include the accounts and results of operations since that date.
On November 10, 1997, the Company completed the acquisition of Crispaire
Corporation (Crispaire), a designer, manufacturer and marketer of air
conditioning units and heat pump water heaters. The acquisition was accounted
for as a purchase. Accordingly, the purchase price was allocated to the
underlying assets and liabilities based on their respective fair values. The
financial statements include the accounts and results of operations since that
date.
The following reflects the operating results of the Company for the three
months and the six months ended June 30, 1998 and 1997 assuming the acquisitions
occurred as of the beginning of 1997 for the Crispaire acquisition and as of the
beginning of 1998 for the KODA acquisition:
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Pro Forma Operating Results
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30 June 30
----------------- -----------------
1998 1997 1998 1997
------ ------ ------ ------
<S> <C> <C> <C> <C>
Net sales 42,724 35,742 80,711 69,063
Income before extraordinary item 1,488 1,710 2,388 2,172
Net income 893 1,136 1,093 1,337
</TABLE>
The proforma results of operations are not necessarily indicative of the
actual results that would have been obtained had the acquisitions been made at
the beginning of the respective periods, or the results which may occur in the
future.
3. INVENTORIES:
Inventories, excluding that associated with discontinued operations
consists of the following:
<TABLE>
<CAPTION>
June 30, 1998 December 31, 1997
------- -------
<S> <C> <C>
Raw Materials $12,336 $ 6,078
Work-in-process 2,570 1,057
Finished goods 8,321 5,994
------- -------
$23,227 $13,129
======= =======
</TABLE>
4. DEBT:
On March 17, 1998, the bank amended and restated the Company's Credit
Facility to provide for borrowings in an aggregate principal amount of up to
$38,000,000.
5. INCOME TAXES:
Total taxes differs from the statutory rate due to state income taxes.
6. CONTINGENCY:
During September 1997, the Company made a decision to upgrade certain air
conditioning units which were sold in previous years. In 1997 the Company's cost
to complete the upgrade was estimated and accrued at $500,000. At June 30, 1998
the remaining accrued liability was $140,000.
7. LITIGATION:
The Company is a defendant in a lawsuit seeking monetary damages in an
unspecified amount for an alleged patent, trademark and trade dress infringement
by Crispaire. Management of the Company believes that even if this matter were
determined adversely to the Company, the resolution of this matter will not have
a material adverse effect on the Company's financial position, results of
operations or liquidity.
7
<PAGE> 8
8. DERIVATIVES:
The Company entered into a three year interest rate cap agreement on April
7, 1998 to reduce the impact on its floating rate debt. The agreement, based on
a notional principal amount of $10 million, entitles the Company to receive
payments on the last day of each quarter if the floating Libor rate exceeds the
rate of 7.69% stated in the agreement. The payment amount is calculated at the
actual Libor rate compared to the stated rate applied to the principal amount.
During the three months ended June 30, 1998 the floating Libor rate did not
exceed the stated interest rate.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Net sales. Net sales increased 177.3% from $15.4 million to $42.7 million
in the quarter ended June 30, 1998 as compared to the corresponding quarter of
1997. For the six months ended June 30, 1998 net sales increased 145.0% from
$28.9 million to $70.8 million in the same six months of 1997. Net sales
increased primarily due to the $11.9 million and $13.2 million of additional
sales in the quarter and $22.0 million and $15.5 million for the six months
related to the acquisition of Crispaire on November 10, 1997 and KODA on March
17, 1998, respectively. In addition, the volume of OEM and after market sales
increased in comparison to the six months ended June 30, 1997, which the Company
believes was the result of dealer inventory adjustments in 1997, growth in the
RV industry and sustained hot weather beginning early in the second quarter of
1998.
Gross Profit. Gross profit increased 142.5% from $4.0 million (26% of net
sales) to $9.7 million (23% of net sales) in the quarter ended June 30, 1998 as
compared to the corresponding quarter of 1997. For the six months ended June 30,
1998 gross profit increased 130.1% from $7.3 million (25% of net sales) to $16.8
million (24% of net sales) in the same six months of 1997. The increase was
principally due to the respective acquisitions of Crispaire and KODA which
generated gross margins of $2.3 million and $2.8 million, respectively for the
quarter ended June 30, 1998 and $4.9 million and $3.3 million, respectively for
the six months ended June 30, 1998. The remainder is attributable to the
increased volume of OEM and aftermarket sales. The decrease in gross profit
percentage was due to a shift in product mix.
Selling, general and administrative expense (including amortization of
intangible assets and computer software). Selling, general and administrative
expense increased 466.7% from $0.9 million in 1997 (6% of net sales) to $5.1
million in 1998 (12% of net sales) for the quarter and 309.5% from $2.1 million
(7% of net sales) to $8.6 million (12% of net sales), primarily due to
amortization and depreciation expenses of Crispaire and KODA, increased
management bonus expense as a result of the increased sales volume and increased
advertising expense.
Interest expense. Interest expense increased from $0.9 million to $3.1
million in the quarter ended June 30, 1998 as compared to the corresponding
quarter of 1997. For the six months ended June 30, 1998 interest expense
increased from $1.5 million to $5.6 million. These increases resulted from the
issuance of $90 million of senior subordinated debt in November 1997 and the
issuance of $27.0 million of additional bank debt on March 17, 1998.
LIQUIDITY AND CAPITAL RESOURCES
For the six (6) months ended June 30, 1998, the Company generated
$2,484,000 in net cash flow from operating activities compared to $314,000 for
the comparable period in 1997, primarily as a result of increased profits and
increases in accounts payable from vendors net of decreases in accrued interest
expense, inventories and accounts receivable. Capital expenditures totaled
$752,000 for the six months ended June 30, 1998, compared to $844,000 for the
same period in 1997 due to normal capital expenditures.
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<PAGE> 10
During the six (6) months ended June 30, 1998, the Company acquired KODA.
The Company paid the KODA purchase price with borrowings under its revolving
line of credit, proceeds from long-term debt and a capital contribution from the
Company's parent. Subsequent to the acquisition, long-term debt assumed in the
KODA acquisition of $12,586,000 was repaid.
The Company believes that its existing cash and cash equivalents,
revolving line of credit and cash generated from operations will be sufficient
to satisfy the Company's cash requirements for the foreseeable future.
CERTAIN IMPORTANT FACTORS
Except for the historical financial information contained herein, this
Form 10-Q contains certain forward-looking statements. For this purpose, any
statements contained in this Form 10-Q that are not statements of historical
fact may be deemed to be forward-looking statements. Without limiting the
foregoing, words such as "may", "will", "expect", "believe", "anticipate",
"estimate", or "continue", the negative or other variations thereof, or
comparable terminology, are intended forward-looking statements. These
statements by their nature involve substantial risks and uncertainties, and
actual results may differ materially depending on a variety of factors,
including possible changes in economic conditions, prevailing interest rates or
gasoline prices, or the occurrence of unusually severe weather conditions, that
can affect both the purchase and usage of recreational vehicles, which, in turn,
affects purchases by consumers of the products that the Company sells.
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PART 2 - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is a defendant in a lawsuit seeking monetary damages in an
unspecified amount for an alleged patent, trademark and trade dress infringement
by Crispaire. Management of the Company believes that even if this matter were
determined adversely to the Company, the resolution of this matter will not have
a material adverse effect on the Company's financial position, results of
operations or liquidity.
ITEM 2. CHANGES IN SECURITIES
N/A
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
N/A
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
N/A
ITEM 5. OTHER INFORMATION
N/A
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits
None
b. Reports on Form 8-K
None
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.
Airxcel, Inc.
August 13, 1998 /s/Melvin L. Adams
- ------------------------------- ---------------------------------
Date Melvin L. Adams
President and Chief Executive Officer
August 13, 1998 /s/Richard L. Schreck
- ------------------------------- ---------------------------------
Date Richard L. Schreck
Secretary/Treasurer and
Chief Financial Officer
11
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<EXCHANGE-RATE> 1
<CASH> 1,562,000
<SECURITIES> 0
<RECEIVABLES> 18,254,000
<ALLOWANCES> 558,000
<INVENTORY> 23,227,000
<CURRENT-ASSETS> 46,867,000
<PP&E> 18,209,000
<DEPRECIATION> 4,570,000
<TOTAL-ASSETS> 126,911,000
<CURRENT-LIABILITIES> 22,129,000
<BONDS> 117,895,000
0
0
<COMMON> 1,000
<OTHER-SE> 26,182,000
<TOTAL-LIABILITY-AND-EQUITY> 126,911,000
<SALES> 42,724,000
<TOTAL-REVENUES> 42,724,000
<CGS> 33,052,000
<TOTAL-COSTS> 33,052,000
<OTHER-EXPENSES> 5,098,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,086,000
<INCOME-PRETAX> 1,488,000
<INCOME-TAX> 595,000
<INCOME-CONTINUING> 893,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 893,000
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
