<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 March 31, 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 NO XX
---- ----
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 March 31, 1998
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PART 1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
AIRXCEL, INC.
INTERIM CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
March 31, 1998 December 31, 1997
-------------- -----------------
(Unaudited) (Note 1)
ASSETS
<S> <C> <C>
Current Assets:
Cash and cash equivalents $ 3,465 $ 9,691
Accounts receivable, net 17,805 8,310
Inventories 22,753 13,129
Other current assets 4,541 3,307
--------- --------
Total current assets 48,564 34,437
--------- --------
Property, plant and equipment, net 18,391 8,693
Loan financing costs, net 4,155 3,244
Non-compete agreements, net 1,085 --
Other identifiable intangible assets, net 32,085 24,553
Goodwill, net 23,982 6,006
--------- --------
Total assets $ 128,262 $ 76,933
========= ========
LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIENCY)
Current Liabilities:
Revolving line of credit $ 16,756 $ --
Current portion of long-term debt 481 27
Accounts payable 14,119 6,196
Accrued expenses and other current liabilities 9,843 5,028
--------- --------
Total current liabilities 41,199 11,251
--------- --------
Long-term debt, net of current maturities 100,271 90,328
Deferred income taxes 7,039 363
Commitments and contingencies -- --
Stockholder's equity (deficiency):
Common Stock 1 1
Additional paid-in capital 26,182 22,086
Accumulated deficit (46,430) (47,096)
--------- --------
Total stockholder's equity (deficiency) (20,247) (25,009)
--------- --------
Total liabilities and stockholder's equity (deficiency) $ 128,262 $ 76,933
========= ========
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
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AIRXCEL, INC.
INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS)
(UNAUDITED)
THREE MONTHS ENDED
<TABLE>
<CAPTION>
March 31, 1998 March 31, 1997
-------------- --------------
<S> <C> <C>
Net sales $28,056 $ 13,532
Cost of sales 20,968 10,241
------- --------
Gross profit 7,088 3,291
Selling, general and administrative expense 3,490 1,227
------- --------
Income from operations 3,598 2,064
Interest expense, net 2,490 584
------- --------
Income from continuing operations before
income tax expense 1,108 1,480
Income tax expense 443 562
------- --------
Income from continuing operations 665 918
Discontinued operations, less applicable income
tax benefit -- (786)
------- --------
Net income $ 665 $ 132
======= ========
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
3
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AIRXCEL, INC.
INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
THREE MONTHS ENDED
<TABLE>
<CAPTION>
March 31, 1998 March 31, 1997
-------------- --------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 665 $ 132
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 851 497
Deferred income taxes 186 --
Other 113 --
Changes in assets and liabilities:
Accounts receivable (322) (3,327)
Inventories (813) (653)
Other assets (111) (17)
Accounts payable 3,321 3,366
Accrued expenses and other liabilities 1,242 835
-------- --------
Net cash provided by operating activities 5,132 833
-------- --------
Cash flows from investing activities:
Capital expenditures (266) (98)
Acquisition of business, net of cash acquired (28,306) 0
-------- --------
Net cash used in investing activities (28,572) (98)
-------- --------
Cash flows from financing activities:
Net borrowings under revolving line of credit 16,756 --
Proceeds from long-term debt 10,000 11,290
Principal payments on long-term debt (12,603) (12,135)
Financing costs incurred (1,035) 0
Capital contribution from parent company 4,096 0
-------- --------
Net cash provided by (used in) financing
activities 17,214 (845)
-------- --------
Net decrease in cash and cash equivalents (6,226) (110)
Cash and cash equivalents, beginning of period 9,691 638
-------- --------
Cash and cash equivalents, end of period $ 3,465 $ 528
======== ========
</TABLE>
The accompanying notes are an integral part of these
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 assets acquired $ 28,306
=========
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
5
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AIRXCEL, INC.
NOTES TO INTERIM 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 designer, manufacturer and marketer of recreation vehicle air
conditioning equipment in the United States, Canada and certain international
markets.
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 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 ended March 31, 1998 and 1997 assuming the acquisitions occurred as of
the beginning of each of the respective periods:
Pro Forma Operating Results
(Unaudited)
<TABLE>
<CAPTION>
March 31, 1998 March 31, 1997
<S> <C> <C>
Net sales $37,987 $33,321
Income before extraordinary item 900 462
Net income 200 201
</TABLE>
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The proforma results of operations are not necessarily indicative of the
actual results that would have been obtained had the acquisition been made at
the beginning of the respective periods, or the results which may occur in the
future.
3. INVENTORY:
Inventory, excluding that associated with discontinued operations consists
of the following:
<TABLE>
<CAPTION>
March 31, 1998 December 31, 1997
-------------- -----------------
<S> <C> <C>
Raw Materials $10,989 $ 6,078
Work-in-process 1,939 1,057
Finished goods 9,825 5,994
------- -------
$22,753 $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. The range of estimated
costs to complete the upgrade was $500,000 to $2,400,000. Management has an
agreement with the vendor that supplied the component to be upgraded and the
vendor is bearing a substantial portion of these costs. The Company's portion of
costs to complete the upgrade is estimated to be $500,000 and, accordingly, the
amount has been included in accrued expenses and other current liabilities at
March 31, 1998.
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.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Three Months Ended March 31, 1998 Compared to Three Months Ended March 31, 1997
Net sales. Net sales increased 108.2% from $13.5 million in 1997 to $28.1
million in 1998. Net sales increased primarily due to the $10.0 million and $2.2
million of additional sales related to the acquisition of the 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 first
quarter of 1997, which the Company believes was the result of dealer inventory
adjustments and unseasonably cold weather in the first quarter of 1997.
Gross Profit. Gross profit increased 115.2% from $3.3 million in 1997 to $7.1
million in 1998. The increase was principally due to the related acquisition of
and gross profit from Crispaire and KODA of $2.6 million and $0.4 million
respectively. The remainder is attributable to the increased volume of OEM and
aftermarket sales.
Selling, general and administrative expense (including amortization of
intangible assets and computer software). Selling, general and administrative
expense increased 191.7% from $1.2 million in 1997 (9% of net sales) to $3.5
million in 1998 (12% of net sales), primarily due to amortization and
depreciation expenses of Crispaire and KODA.
Interest expense. Interest expense increased from $0.5 million in 1997 to
$2.5 million in 1998, primarily as a result of the issuance of $90 million of
senior subordinated debt in November 1997 and the issuance of $27.0 million of
bank debt on March 17, 1998.
LIQUIDITY AND CAPITAL RESOURCES
For the three (3) months ended March 31, 1998, the Company provided
$5,132,000 in net cash flow from operating activities compared to $833,000 for
the same period in 1997, primarily as a result of seasonal increases in accounts
payable from vendors and increases in accrued interest expense net of decreases
in inventory and accounts receivable. Capital expenditures totaled $266,000 for
the three months ended March 31, 1998, compared to $98,000 for the same period
in 1997 due to normal maintenance capital expenditures.
During the three (3) months ended March 31, 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.
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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
27.1 Financial Data Schedule
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.
May 14, 1998 /s/ Melvin L. Adams
- -------------------------- -----------------------
Date Melvin L. Adams
President and Chief Executive Officer
May 14, 1998 /s/ Richard L. Schreck
- -------------------------- -----------------------
Date Richard L. Schreck
Secretary/Treasurer and
Chief Financial Officer
10
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 3,465,000
<SECURITIES> 0
<RECEIVABLES> 17,805,000
<ALLOWANCES> 541,000
<INVENTORY> 22,753,000
<CURRENT-ASSETS> 48,564,000
<PP&E> 18,391,000
<DEPRECIATION> 3,983,000
<TOTAL-ASSETS> 128,262,000
<CURRENT-LIABILITIES> 41,199,000
<BONDS> 100,271,000
0
0
<COMMON> 1,000
<OTHER-SE> 26,182,000
<TOTAL-LIABILITY-AND-EQUITY> 128,262,000
<SALES> 28,056,000
<TOTAL-REVENUES> 28,056,000
<CGS> 20,968,000
<TOTAL-COSTS> 20,968,000
<OTHER-EXPENSES> 3,490,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,490,000
<INCOME-PRETAX> 1,108,000
<INCOME-TAX> 443,000
<INCOME-CONTINUING> 665,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 665,000
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
