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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, 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 June 30, 2000
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PART 1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
AIRXCEL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
June 30, 2000 December 31, 1999
(Unaudited) (Note 1)
------------------ ---------------------
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $ 125 $ 125
Accounts receivable, net 21,733 15,576
Inventories 28,302 25,552
Other current assets 2,719 3,256
------------------ ---------------------
Total current assets 52,879 44,509
------------------ ---------------------
Property, plant and equipment, net 17,809 17,871
Loan financing costs, net 2,855 3,753
Non-compete agreements, net 260 443
Other identifiable intangible assets, net 28,774 29,688
Goodwill, net 21,660 21,948
------------------ ---------------------
Total assets $ 124,237 $ 118,212
================== =====================
LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIENCY)
Current Liabilities:
Current portion of long-term debt $ 108 $ 1,387
Cash overdraft 1,226 2,865
Accounts payable 11,423 7,479
Accrued interest 1,300 1,387
Accrued expenses and other current liabilities 15,985 15,610
------------------ ---------------------
Total current liabilities 30,042 28,728
------------------ ---------------------
Long-term debt, net of current maturities 108,763 105,523
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 (44,416) (45,887)
------------------ ---------------------
Total stockholder's equity (deficiency) (17,469) (18,940)
------------------ ---------------------
Total liabilities and stockholder's equity (deficiency) $ 124,237 $ 118,212
================== =====================
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
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AIRXCEL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
------------------------ ------------------------
2000 1999 2000 1999
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net sales $ 49,197 $ 48,526 $ 96,377 $ 92,296
Cost of sales 39,397 37,256 76,564 70,604
-------- -------- -------- --------
Gross profit 9,800 11,270 19,813 21,692
Selling, general and administrative expense 5,068 5,118 10,282 10,185
Accrued litigation expense 150 - - - 250 7,600
-------- -------- -------- --------
Income from operations 4,582 6,152 9,281 3,907
Interest expense, net 2,962 3,132 5,969 6,339
-------- -------- -------- --------
Income (loss) before income tax expense
and extraordinary item 1,620 3,020 3,312 (2,432)
Income tax expense (benefit) 664 1,198 1,352 (829)
-------- -------- -------- --------
Income (loss) before extraordinary item 956 1,822 1,960 (1,603)
Extraordinary loss on early extinguishment of debt,
less applicable income tax benefit of $299 489 -- 489 --
-------- -------- -------- --------
Net income (loss) $ 467 $ 1,822 $ 1,471 $ (1,603)
======== ======== ======== ========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
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AIRXCEL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
SIX MONTHS ENDED
<TABLE>
<CAPTION>
June 30, 2000 June 30, 1999
--------- ---------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 1,471 $ (1,603)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation and amortization 2,920 2,738
Amortization of financing costs 300 343
Deferred income taxes -- (2,519)
Provision for bad debt 252 180
Gain on sale of assets 8 (1)
Extraordinary loss on early extinguishment of debt 489 --
Changes in assets and liabilities:
Accounts receivable (6,409) (2,688)
Inventories (2,750) 781
Other assets 537 (171)
Accounts payable 3,944 5,566
Accrued expenses and other liabilities 587 7,633
--------- ---------
Net cash provided by operating activities 1,349 10,259
--------- ---------
Cash flows from investing activities:
Proceeds from sale of assets -- 37
Capital expenditures (1,481) (1,580)
Acquisition of patent -- (9)
--------- ---------
Net cash used in investing activities (1,481) (1,552)
--------- ---------
Cash flows from financing activities:
Proceeds from long-term debt 114,125 91,013
Principal payments on long-term debt (112,164) (98,156)
Financing costs incurred (190) --
Cash overdraft (1,639) --
--------- ---------
Net cash provided by (used in) financing activities 132 (7,143)
--------- ---------
Net increase in cash and cash equivalents -- 1,564
Cash and cash equivalents, beginning of period 125 177
--------- ---------
Cash and cash equivalents, end of period $ 125 $ 1,741
========= =========
</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
(IN THOUSANDS, EXCEPT SHARE DATA)
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 and the six months
ended June 30, 1999 to conform to the current year presentation.
4. INVENTORIES:
Inventories consist of the following:
<TABLE>
<CAPTION>
June 30, 2000 December 31, 1999
------------- -------------
<S> <C> <C>
Raw Materials $ 14,274 $ 11,860
Work-in-process 2,460 1,825
Finished goods 11,568 11,867
------------- -------------
$ 28,302 $ 25,552
============= =============
</TABLE>
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5. DEBT:
On June 30, 2000 the Company refinanced it's Credit Facility with another
bank. Substantially all of the proceeds were used to repay certain indebtedness
and to pay financing costs associated with the new Credit Facility. The total
commitment under the credit facility is $31,000. The Credit Facility permits
borrowings at interest rates based on either the bank's base rate or LIBOR.
Under the Credit Facility the Company is required to maintain compliance with a
fixed charge coverage ratio. The credit facility is collateralized by accounts
receivable, equipment, general intangibles, inventory, and real property.
6. STOCK OPTION PLANS:
On May 23, 2000, Holdings adopted a Stock Option Plan for key employees
and/or directors of the Company to purchase up to 324,667.37 shares of Class A
Common Stock of Holdings at $1 per share. When granted, the stock options may be
exercised after the "trigger date", and will expire at the earlier of 15 years
from the date the plan is adopted or the date the employee ceases to be an
employee of the company. As defined in the Stock Option Plan, the "trigger date"
is the date on which the majority shareholder has disposed of 60% or more of the
securities held by it on January 1, 1998 (i.e. common stock, preferred stock and
notes purchased by the majority shareholder) for cash and/or marketable
securities. The number of stock options that may be exercised is based on the
estimated annual interest rate of return as of the trigger date as set forth in
the plan agreement. No compensation expense relating to this stock option plan
will be recorded until the trigger date.
In accordance with Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation" (SFAS No. 123), the Company has
chosen to continue to account for stock-based compensation using the intrinsic
value method prescribed in Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees," and related interpretations.
Accordingly, compensation cost for stock options granted to the Company's
employees is measured as the excess, if any, of the fair value of the Company's
stock at the date of the grant over the amount an employee must pay to acquire
the stock.
7. INCOME TAXES:
Total taxes differ from the statutory rate due primarily to state income
taxes.
8. EXTRAORDINARY LOSS ON EARLY EXTINGUISHMENT OF DEBT:
As stated in Note 5, the Company refinanced its existing Credit Facility with
another bank. As part of the refinancing, unamortized loan financing costs of
$489 were recorded as an extraordinary loss on early extinguishment of debt (net
of $299 income tax benefit).
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9. CONTINGENCIES:
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 June 30, 2000, the remaining accrued liability was $73.
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 10 is not stayed, vacated, reversed or paid.
10. 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.
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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 1.4% from $48.5 million to $49.2 million in
the quarter ended June 30, 2000 as compared to the corresponding quarter of
1999. For the six months ended June 30, 2000 net sales increased 4.4% from $92.3
million to $96.4 million in the same six months of 1999. For the quarter and six
months ended June 30, 2000 net sales increased primarily due to growth within
the telecommunication market.
Gross Profit. Gross profit decreased 13.3% from $11.3 million (23% of net
sales) to $9.8 million (20% of net sales) in the quarter ended June 30, 2000 as
compared to the corresponding quarter of 1999. For the six months ended June 30,
2000 gross profit decreased 8.8% from $21.7 million (24% of net sales) to $19.8
million (21% of net sales) in the same six months of 1999. 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 remained constant at $5.1 million (10% of net sales) in the quarter
ended June 30, 2000 as compared to the corresponding quarter of 1999. For the
six months ended June 30, 2000 selling, general and administrative expense
increased 1.0% from $10.2 million (11% of net sales) to $10.3 million (11% of
net sales) in the same six months as 1999. The increase was primarily due to the
increased cost of employee benefits during the first quarter of 2000.
Accrued litigation expense. Accrued litigation expense increased to $.2
million in the quarter ended June 30, 2000 as compared to the corresponding
quarter of 1999. For the six months ended June 30, 2000 accrued litigation
expense decreased from $7.6 million to $.3 million in the same six months as
1999 due to the litigation expense recorded in the three months ended March 31,
1999 as discussed in Note 10 of the notes to the condensed consolidated
financial statements.
Interest expense. Interest expense decreased from $3.1 million to $3.0
million in the quarter ended June 30, 2000 as compared to the corresponding
quarter of 1999 and decreased from $6.3 million to $6.0 million in the six
months ended June 30, 2000. Interest expense decreased during the quarter
primarily due to reductions in average long-term borrowings outstanding.
LIQUIDITY AND CAPITAL RESOURCES
For the six (6) months ended June 30, 2000, the Company generated $1.3
million in net cash flow from operating activities compared to $10.3 million for
the comparable period in 1999, primarily as a result of increases in income and
accounts payable offset by increases in accounts receivable and inventories.
Capital expenditures totaled $1.5 million for the six months ended June 30,
2000, compared to $1.6 million for the same period in 1999.
On June 30, 2000 the Company refinanced its credit facility with another
bank. The 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
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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 a fixed charge
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.
CERTAIN IMPORTANT FACTORS
Except for the historical information contained herein, this Form 10-Q
contains forward-looking statements, and any statements contained in this Form
10-Q that are not statements of historical fact are 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
$31 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 8.6% per annum, a 1% increase in market interest rates would increase
interest expense and decrease earnings before income taxes by approximately
$183,000 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.
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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 $9,000,000. 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
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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 8, 2000 /S/ Melvin L. Adams
Date Melvin L. Adams
President and Chief Executive Officer
August 8, 2000
Date /S/ Richard L. Schreck
Richard L. Schreck
Secretary/Treasurer and
Chief Financial Officer
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