<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, 2000
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 March 31, 2000
<PAGE> 2
PART 1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
AIRXCEL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
March 31, 2000 December 31, 1999
-------------- -----------------
(Unaudited) (Note 1)
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $ 69 $ 125
Accounts receivable, net 21,767 15,576
Inventories 26,092 25,552
Other current assets 3,421 3,256
--------- ---------
Total current assets 51,349 44,509
--------- ---------
Property, plant and equipment, net 18,098 17,871
Loan financing costs, net 3,603 3,753
Non-compete agreements, net 351 443
Other identifiable intangible assets, net 29,231 29,688
Goodwill, net 21,804 21,948
--------- ---------
Total assets $ 124,436 $ 118,212
========= =========
LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIENCY)
Current Liabilities:
Current portion of long-term debt $ 1,426 $ 1,387
Cash overdraft 3,993 2,865
Accounts payable 13,117 7,479
Accrued interest 3,854 1,387
Accrued expenses and other current liabilities 15,087 15,610
--------- ---------
Total current liabilities 37,477 28,728
--------- ---------
Long-term debt, net of current maturities 101,994 105,523
Deferred income taxes 2,901 2,901
Commitments and contingencies -- --
Stockholder's equity (deficiency):
Common Stock 1 1
Additional paid-in capital 26,946 26,946
Accumulated deficit (44,883) (45,887)
--------- ---------
Total stockholder's equity (deficiency) (17,936) (18,940)
--------- ---------
Total liabilities and stockholder's equity (deficiency) $ 124,436 $ 118,212
========= =========
</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)
THREE MONTHS ENDED
<TABLE>
<CAPTION>
March 31, 2000 March 31, 1999
-------------- --------------
<S> <C> <C>
Net sales $ 47,180 $ 43,770
Cost of sales 37,167 33,348
-------- --------
Gross profit 10,013 10,422
Selling, general and administrative expense 5,204 5,067
Accrued litigation expense 100 7,600
-------- --------
Income (loss) from operations 4,709 (2,245)
Interest expense, net 3,017 3,207
-------- --------
Income (loss) before income tax expense 1,692 (5,452)
Income tax expense (benefit) 688 (2,027)
-------- --------
Net income (loss) $ 1,004 $ (3,425)
======== ========
</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)
THREE MONTHS ENDED
<TABLE>
<CAPTION>
March 31, 2000 March 31, 1999
-------------- --------------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 1,004 $ (3,425)
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 1,460 1,358
Amortization of financing costs 150 189
Deferred income taxes -- (2,519)
Provision for bad debt 170 83
Loss on sale of fixed assets 8 --
Changes in assets and liabilities:
Accounts receivable (6,361) (4,025)
Inventories (540) (332)
Other assets (165) (764)
Accounts payable 5,638 2,765
Accrued expenses and other liabilities 1,944 9,494
-------- --------
Net cash provided by operating activities 3,308 2,824
-------- --------
Cash flows from investing activities:
Capital expenditures (1,002) (528)
-------- --------
Net cash used in investing activities (1,002) (528)
-------- --------
Cash flows from financing activities:
Proceeds from long-term debt 39,523 47,121
Principal payments on long-term debt (43,013) (48,049)
Cash overdraft 1,128 --
-------- --------
Net cash used in financing activities (2,362) (928)
-------- --------
Net increase (decrease) in cash and cash equivalents (56) 1,368
Cash and cash equivalents, beginning of period 125 177
-------- --------
Cash and cash equivalents, end of period $ 69 $ 1,545
======== ========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
4
<PAGE> 5
AIRXCEL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands)
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, 1999 included in the
Company's Form 10-K filed with the Securities and Exchange Commission on March
13, 2000. 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 (Holdings); formerly known as RV Holdings Corporation. The
Company is a diversified designer, manufacturer and marketer of air
conditioners, furnaces, water heaters, and cooking appliances for the recreation
vehicle industry, and wall mount air conditioners, ECUs and heat pumps for the
heating, ventilating and air conditioning industry in the United States, Canada
and certain international markets. The recreation vehicle industry is supplied
by its RV Products division and Suburban Manufacturing Company while the
heating, ventilating and air conditioning industry is supplied by the Crispaire
division. Due to the similarities of the economic characteristics, production
processes, customers, distribution methods and regulatory environment of the
company's products, the Company is managed, operated and reported as one
segment.
3. RECLASSIFICATIONS
The Company has made certain reclassifications to the condensed consolidated
statements of operations for the three months ended March 31, 1999 to conform to
the current year presentation.
4. INVENTORIES:
Inventories, excluding that associated with discontinued operations
consists of the following:
<TABLE>
<CAPTION>
March 31, 2000 December 31, 1999
-------------- -----------------
<S> <C> <C>
Raw Materials $ 13,173 $ 11,860
Work-in-process 2,503 1,825
Finished goods 10,416 11,867
-------- --------
$ 26,092 $ 25,552
======== ========
</TABLE>
5
<PAGE> 6
5. DEBT:
The Company maintains a Credit Facility with a Bank which permits
borrowings at interest rates based on either the bank's base rate or LIBOR. The
total commitment under the credit facility is $33,842. The Credit Facility
requires the Company to maintain compliance with various financial ratios
including interest coverage ratio, leverage ratio, minimum EBITDA, and debt
service ratio. The credit facility is collateralized by accounts receivable,
equipment, general intangibles, inventory, and investment property.
6. INCOME TAXES:
Total taxes differ from the statutory rate due primarily to state income
taxes.
7. 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. In 1998 the Company
revised the estimate and accrued an additional $100. Management has an agreement
with the vendor that supplied the component to bear a substantial portion of the
total cost. At March 31, 2000, the remaining accrued liability was $76.
Management believes the remaining liability will be applied to the completion of
the upgrade during 2000.
On July 9, 1999 the Company entered into a letter of credit totaling $1,250
which obligates the Company to make payment in the event of a default on a
contract with a customer. Management does not expect any material losses to
result from this off-balance sheet instrument because performance is not
expected to be required.
On September 21, 1999 the Company entered into a letter of credit totaling
$7,500 which obligates the Company to make payment in the event the judgment in
the matter discussed in Note 8 is not stayed, vacated, reversed or paid.
8. LITIGATION:
On April 15, 1999, the jury in a case involving patent, trademark and trade
dress infringement, Bard Manufacturing Company et al. v. Crispaire Corporation,
No. 3:95-CV-7103 (N.D. Ohio 1998) awarded damages against Crispaire for patent
infringement in an amount of $9,000. Crispaire provided a bank letter of credit
to secure a stay of execution of the judgment and has filed an appeal. A
decision by the appellate court on the appeal is expected within nine to
twenty-four months from November 1999. Management of the Company believes that
the current damages award was the result of legal and factual errors both by the
judge and jury and that the ultimate result of its appeals process will be
either a reversal or a significant reduction in its liability. The Company does
not believe that the eventual resolution of the Bard Manufacturing litigation
will have a material adverse effect on the Company's financial position, results
of operations or liquidity although, given the inherent risks of litigation,
there can be no assurances in that regard.
The Company is a party to various other litigation matters incidental to
the conduct of its business. Management does not believe that the outcome of any
of the matters in which it is currently involved will have a material adverse
effect on the financial position, results of operations or liquidity of the
Company.
6
<PAGE> 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Three Months Ended March 31, 2000 Compared to Three Months Ended March 31, 1999
Net sales. Net sales increased 7.8% from $43.8 million in 1999 to $47.2
million in 2000. Net sales in the RV industry increased primarily due to growth
within the industry as well as increases in the customer base. In addition,
sales to the telecommunications market has increased in comparison to the same
period of 1999.
Gross Profit. Gross profit decreased 4.0% from $10.4 million (24% of net
sales) in 1999 to $10.0 million (21% of net sales) in 2000. The decrease was
principally due to increases in the cost of the products produced as well as a
negative change in the product mix.
Selling, general and administrative expense (including amortization of
intangible assets and computer software). Selling, general and administrative
expense increased 2.0% from $5.1 million in 1999 (12% of net sales) to $5.2
million in 2000 (11% of net sales), primarily due to the increased cost of
employee benefits.
Accrued litigation expense. Accrued litigation expense decreased due to the
litigation expense recorded in the three months ended March 31, 1999 as
discussed in Note 8 of the notes to the condensed consolidated financial
statements.
Interest expense. Interest expense decreased from $3.2 million in 1999 to
$3.0 million in 2000. This decrease resulted primarily from the reduction in
long term debt as compared to March 31, 1999.
LIQUIDITY AND CAPITAL RESOURCES
For the three (3) months ended March 31, 2000, the Company generated $3.3
million in net cash flow from operating activities compared to $2.8 million for
the comparable period in 1999, primarily as a result of increased revenues and
accounts payable offset by increased accounts receivables. The Company's
principal uses of cash during the three months ended March 31, 2000 were for
reductions in long-term debt of $3.5 million and capital expenditures of $1.0
million. Capital expenditures increased primarily due to the purchase of two
sheet metal presses for use in the Company's manufacturing operations.
Covenants under the Company's credit facility with the bank restrict the
ability, subject to certain exceptions, to dispose of assets, incur additional
indebtedness, guarantee obligations, prepay other indebtedness or amend other
debt instruments, make distributions or pay dividends, redeem or repurchase
capital stock, create liens on assets, make acquisitions, engage in mergers or
consolidations, and change the business conducted by the Company. In addition,
the Company is required to maintain compliance with various financial ratios
including interest coverage ratio, leverage ratio, minimum EBITDA, and debt
service coverage ratio.
The Company meets its working capital, capital equipment requirements and
cash requirements with funds generated internally and funds from agreements with
a bank. Management currently expects its cash on hand, funds from operations and
borrowings available under existing credit facilities to be sufficient to cover
both short-term and long-term operating requirements.
7
<PAGE> 8
YEAR 2000 UPDATE
The Company experienced no disruption of its operation as a result of Year
2000 issues related to information systems and manufacturing operations. There
have been no indications that any third party upon which the Company relies,
including vendors, suppliers, and financial institutions, has experienced any
Year 2000 problems which would have a material impact on the future operations
or financial results of the Company. The total cost of the Company's Year 2000
project was reported previously at $.7 million, and no additional costs have
been incurred. The Company does not expect any future disruptions related to
Year 2000 issues either internally or from third parties.
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.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk on variable rate financial instruments: The Company maintains a
$34 million credit facility which permits borrowings at interest rates based on
either the bank's base rate or LIBOR. Increases in market interest rates would
cause interest expense to increase and earnings before income taxes to decrease.
The change in interest expense and earnings before income taxes would be
dependent upon the weighted average outstanding borrowings during the reporting
period following an increase in market interest rates. Based on the Company's
current outstanding borrowings under the credit facility at an average interest
rate of 8.3% per annum, a 1% increase in market interest rates would increase
interest expense and decrease earnings before income taxes by approximately
$128,000 annually.
Market risk on fixed-rate financial instruments: Included in long-term debt
are $90 million of 11% Senior Subordinated Notes due 2007. Increases in market
interest rates would generally cause a decrease in the fair market value of the
Notes and a decrease in market interest rates would generally cause an increase
in fair value of the Notes.
8
<PAGE> 9
PART 2 - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On April 15, 1999, the jury in a case involving patent, trademark and trade
dress infringement, Bard Manufacturing Company et al. v. Crispaire Corporation,
No. 3:95-CV-7103 (N.D. Ohio 1998) awarded damages against Crispaire for patent
infringement in an amount of $9,000. Crispaire provided a bank letter of credit
to secure a stay of execution of the judgment and has filed an appeal. A
decision by the appellate court on the appeal is expected within nine to
twenty-four months from November 1999. Management of the Company believes that
the current damages award was the result of legal and factual errors both by the
judge and jury and that the ultimate result of its appeals process will be
either a reversal or a significant reduction in its liability. The Company does
not believe that the eventual resolution of the Bard Manufacturing litigation
will have a material adverse effect on the Company's financial position, results
of operations or liquidity although, given the inherent risks of litigation,
there can be no assurances in that regard.
The Company is a party to various other litigation matters incidental to
the conduct of its business. Management does not believe that the outcome of any
of the matters in which it is currently involved will have a material adverse
effect on the financial position, results of operations or liquidity of the
Company.
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
9
<PAGE> 10
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 10, 2000 /s/ Melvin L. Adams
- -------------------------- ---------------------------------
Date Melvin L. Adams
President and Chief Executive Officer
May 10, 2000 /s/ Richard L. Schreck
- -------------------------- ---------------------------------
Date Richard L. Schreck
Secretary/Treasurer and
Chief Financial Officer
10
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-30-2000
<EXCHANGE-RATE> 1
<CASH> 69,000
<SECURITIES> 0
<RECEIVABLES> 21,767,000
<ALLOWANCES> 520,000
<INVENTORY> 26,092,000
<CURRENT-ASSETS> 51,349,000
<PP&E> 18,098,000
<DEPRECIATION> 9,169,000
<TOTAL-ASSETS> 124,436,000
<CURRENT-LIABILITIES> 37,477,000
<BONDS> 101,994,000
0
0
<COMMON> 1,000
<OTHER-SE> 26,946,000
<TOTAL-LIABILITY-AND-EQUITY> 124,436,000
<SALES> 47,180,000
<TOTAL-REVENUES> 47,180,000
<CGS> 37,167,000
<TOTAL-COSTS> 37,167,000
<OTHER-EXPENSES> 5,304,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,017,000
<INCOME-PRETAX> 1,692,000
<INCOME-TAX> 688,000
<INCOME-CONTINUING> 1,004,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,004,000
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
