ALFA LEISURE INC
10-Q/A, 1996-12-26
MISCELLANEOUS TRANSPORTATION EQUIPMENT
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               SECURITIES AND EXCHANGE COMMISSION
                                
                     Washington, D.C.  20549
                                
                           FORM 10 - Q/A
                                
     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES AND EXCHANGE ACT OF 1934
                                

For the quarter ended:                         Commission file number:
    July 31, 1996                                      0-8624
   ---------------                                     ------

                        ALFA LEISURE, INC
                      --------------------
     (Exact name of registrant as specified in its charter)

            TEXAS                                     75-1309458
            -----                                     ----------
(State or other jurisdiction                 (IRS Employer identification
of incorporation or organization)                number)

          13501 "5th" Street, Chino, California  91710
          --------------------------------------------
             (Address of principal executive office)

                         (909) 628-5574
                         ---------------
      (Registrant's telephone number, including area code)

Indicate  by check mark whether the Registrant (1) has filed  all
reports  required  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    X    NO
          -----

Indicate  by  check  mark whether the Registrant  has  filed  all
documents and reports required to be filed by Section 12,  13  or
15  (d) of the Securities Exchange Act of 1934 subsequent to  the
distribution of securities under a plan confirmed by a court.

     YES    X    NO
          -----

The  number  of  shares outstanding of each of  the  Registrant's
classes of common stock, as of July 31, 1996 was:

     Common Stock, without par value - 3,050,000 shares

<PAGE 2>
                       ALFA LEISURE, INC.
                      --------------------

                              Index
                             -------

PART I.        FINANCIAL INFORMATION                        Page
- -------        ---------------------                        -----

Item 1.        Financial Statements(unaudited)

               Balance Sheets as of July 31, 1996             3
               and April 30, 1996

               Statements of Income for the Three             4
               Months Ended July 31, 1996 and 1995

               Statements of Cash Flows for the               5
               Three Months Ended July 31, 1996 and 1995

               Notes to Unaudited Financial Statements        6

Item 2         Management's Discussion and Analysis of        8
               Financial Condition and Results of Operations

PART II.       OTHER INFORMATION                              9
- --------       -----------------

               Signature Page                                10


<PAGE 3>
                       ALFA LEISURE, INC.
                         BALANCE SHEETS
                           (UNAUDITED)

                             ASSETS:
                                        July 31,      April 30,
                                     ---1996----     ---1996---
Current Assets:                                                
      Cash                           $    11,791    $   505,027
      Restricted cash                    209,861        209,142
      Accounts receivable, trade         809,976      1,816,653
      Inventories(Note 1)              2,614,504      1,694,798
      Prepaid expense                    105,070         85,621
                                       ---------      ---------
            Total current assets       3,751,202      4,311,241
                                       ---------      ---------
                                                               
Property,  plant  and  equipment, net  1,113,018      1,136,691

Deferred tax asset                       540,270        540,270
                                       ---------      ---------
                                                               
Total Assets                         $ 5,404,490    $ 5,988,202
                                       =========      =========

              LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities:                                           
      Accounts payable, trade        $ 2,261,975    $ 1,801,110
      Accrued expenses                   376,742        411,464
      Accrued compensation               113,121        387,261
                                       ---------      ---------
      Total current liabilities      $ 2,751,838    $ 2,599,835
                                                               
Line of credit                         1,547,500      1,997,500
Deferred income                            8,200          8,200
                                       ---------      ---------
Total Liabilities                    $ 4,307,538    $ 4,605,535
                                                               
Commitments and contingencies                                  
                                                               
Stockholders' equity:                                          
  Common  stock, no  par  value; authorized
  30,000,000 shares, issued and                                
  outstanding 3,050,000 shares            62,000         62,000
Note receivable from President          (402,390)      (402,390)
Retained earnings                      1,437,342      1,723,057
                                       ---------      ---------
Total stockholders' equity             1,096,952      1,382,667
                                       ---------      ---------
                                     $ 5,404,490    $ 5,988,202
                                       =========      =========

See accompanying notes to the unaudited financial statements.
                                
<PAGE 4>
                        ALFA LEISURE INC.
                      STATEMENTS OF INCOME
                           (UNAUDITED)

                                            Three Months
                                            Ended July 31,
                                    ---1996-----   -----1995---
                                                               
Sales                                $ 4,720,598    $ 3,226,011
                                                               
Cost of Sales                          4,080,861      3,042,952
                                       ---------      ---------
Gross Profit                             639,737        183,059
                                                               
Expenses:                                                      
Selling, General/Admin.                  843,767        753,492
Interest expense                          51,859         96,569
                                       ---------      ---------
                                         895,626        850,061
                                                               
Income before income taxes              (255,889)      (667,002)
                                                               
Provision for income taxes                29,828               
                                       ---------      ---------
                                                               
Net Income                           $  (285,717)   $  (667,002)
                                       =========      =========
                                                               
Net Income or loss per share         $    (  .09)   $    (  .22)
                                       =========      =========
                                                               

See accompanying notes to the unaudited financial statements.
                                
<PAGE 5>
                       ALFA LEISURE, INC.
                    STATEMENTS OF CASH FLOWS
                           (UNAUDITED)

                                    Three Months Ended July 31
                                       1996           1995
                                       -----          -----
Cash flows from operating                                      
 activities: Net income              $  (285,717)   $  (667,002)
Adjustments to reconcile net income
 to net cash provided by                                       
 operating activities:                                         
     Depreciation and amortization        38,284         26,601
    (Inc)Dec in restricted cash           (  719)         9,405
     Decrease in accounts rec          1,006,677      1,145,836
     Increase in inventories            (919,706)      (741,006)
     Increase in prepaid expense         (19,449)       (82,861)
     Increase in accounts payable        460,865        221,026
     Decrease in accrued compensation   (274,140)      (183,905)
     Decrease in accrued expenses        (34,722)       (35,154)
                                       ---------      ---------
      Total adjustments                  257,090       (359,942)
                                       ---------      ---------
       Net cash provided (used)                                
          by operating activities       ( 28,627)      (307,060)
                                       ---------      ---------
                                                               
Cash flows from investing activities:
       Acquisition of PP&E               (14,609)      ( 17,277)
                                       ---------      ---------
         Net cash provided (used)                              
         by investing activities         (14,609)      ( 17,277)
                                                               
Cash flows from financing activities:
       Principal payments on LTD             -0-        (   942)
       Principal payments on
          credit line                   (450,000)       (   -0-)
                                       ---------      ---------
         Net cash provided (used)                              
         by financing activities        (450,000)       (   942)
                                                               
Net increase (decrease) in cash         (493,236)      (325,279)
Cash at beginning of period              505,027        332,498
                                       ---------      ---------
Cash at end of period                 $   11,791     $    7,219
                                       =========      =========
                                                               
Supplemental cash flow disclosures:
      Interest paid                   $   51,859     $   60,012
      Income taxes paid                   30,254            -0-

See accompanying notes to the unaudited financial statements.
                                
<PAGE 6>                                
                       ALFA LEISURE, INC.
             NOTES TO UNAUDITED FINANCIAL STATEMENTS
                          July 31, 1996
                                
1.   Accounting Policies

     The accompanying Balance sheets of ALFA LEISURE,
INC.("Registrant") at July 31, 1996 and April 30, 1996 and the
Statements of Income and Cash Flows for the three month periods
ended July 31, 1996 and July 31, 1995 are unaudited, but include
all adjustments, consisting only of normal recurring accruals,
which management considers necessary for a fair presentation of
Registrant's financial condition and results of operations in
accordance with generally accepted accounting principles.  The
information for the three month period ended July 31, 1996 is not
necessarily indicative of the operating results for the entire
year. Financial statements for the year ended April 30, 1996 are
available for a full discussion of Registrant's organization and
background and for a summary of its significant accounting
policies.

     Registrant's fiscal year ends on the last Sunday in April
and its fiscal quarters are measured in increments of thirteen
(13) week periods beginning on the day following the last Sunday
in April.  While the financial statements reflect operations of
Registrant as of, and/or for the periods ending on the last
Sunday in April, and the thirteen (13) week periods measured
therefrom, they have been presented as if Registrant's fiscal
year ends on April 30 in order to simplify the presentation.

2.   Earnings Per Share

     Net income per share is based upon  the weighted average
number of shares outstanding during the periods presented.  The
weighted average shares outstanding during the three months ended
July 31, 1996 and 1995 were 3,050,000.

3.   Inventories

     Inventories are summarized as follows:

                              July 31, 1996      April 30, 1996
                             --------------      --------------
      Raw materials             $ 1,275,919         $   964,528
      Work in process               531,487             588,260
      Finished products             807,098             142,010
                                  ---------           ---------
                                $ 2,614,504         $ 1,694,798
                                  =========           =========


<PAGE 7>
                       ALFA LEISURE, INC.
             NOTES TO UNAUDITED FINANCIAL STATEMENTS
                          July 31, 1996
                           (Continued)

4.   Commitments and Contingencies:

     Financing Arrangements:

     Registrant is contingently liable at July 31, 1996 under the
terms  of repurchase agreements which have been established  with
financing institutions to provide inventory financing for dealers
of Registrant's products.  The risk of loss under these
agreements is spread over numerous dealers and financing
institutions and is reduced by the resale value of any products
which may require repurchase.  Registrant has historically
experienced no significant losses under these agreements.

5.   Income Taxes:

       The   provision  for  income  taxes  is  calculated  using
Registrant's  estimated annual effective tax rate  including  the
utilization of loss carry forwards.

6.   Financial Condition:

      The Company's July 31 quarter, it's seasonally lowest sales
quarter  historically results in operating losses.  At  July  31,
1996  Stockholders'  Equity of $1,096,952  and  favorable  credit
terms  extended  by vendors continues to play  a  major  role  in
determining   the   adequacy  of  funds   generated   internally.
Management  is confident in its ability to maintain profitability
and  believes internally generated funds along with an  available
line of credit provide adequate resources to meet its needs.

7.    Line of credit:

      The  Company has a line of credit set at $2,000,000 bearing
interest  at  Bank of America's prime rate plus 1%.  Interest  is
payable  monthly.  Although the line of credit is payable  within
90 days of any written demand by the lender, the lender has given
assurances  that  no  demand will be made for principal  payments
through  July  1997.   Accordingly,  this  obligation  has   been
classified as noncurrent in the balance sheets at July  31,  1996
and April 1996.

      Substantially  all  assets of the Company  are  pledged  as
collateral  for the line of credit.  The Company's President  has
personally  guaranteed the line of credit and  has  assigned  his
rights  under the lease for the Company's principal manufacturing
facility as additional collateral.


<PAGE 8>
                        ALFA LEISURE INC.
                          July 31,1996

Item  2.    Management's  Discussion and  Analysis  of  Financial
- --------       Condition and Results of Operations

                      Results of Operation
                      ---------------------

      Sales increased 46% for the quarter ended July 31, 1996  as
compared  to the same quarter of the previous year.  The increase
resulted  substantially from increased unit sales as a result  of
general improvement in the recreational vehicle market.

     Cost of sales, expressed as a percentage of sales, decreased
to  86%  in the quarter ended July 31, 1996 from 94% in the  same
quarter  of  the prior year. This decrease is resulted  from  the
increase in sales activity.

      Selling,  General  and  Administrative  expenses  increased
approximately 12% for the quarter ended July 31, 1996 as compared
to  the  corresponding period  in 1995, again resulting from  the
increased sales activity.  Interest expense declined as a  result
of borrowing levels.



                 Liquidity and Capital Resources
                --------------------------------

      Capital expenditures during fiscal 1997 are expected to  be
primarily for routine periodic replacement of existing plant  and
equipment.  Registrant believes that it has sufficient  available
capacity  to  meet the demand for its products in the foreseeable
future.

      Registrant meets its needs for working capital and  capital
expenditures with internally generated funds and from a  line  of
credit.  Registrant  has  been able to take  discounts  on  trade
payables as a result of Registrant's line of credit and favorable
credit terms with its vendors.

      Registrant is confident of overall profitability in  fiscal
1997  as  a result of the introduction of a new product line  and
increased sales activity.  In addition, Registrant  currently has
no  significant  commitments  for cash  expenditures  other  than
normal  operations and debt service during  1997.  The  favorable
credit terms extended by vendors continues to play a key role  in
determining the adequacy of funds available to conduct operations
in an efficient manner.


<PAGE 9>
                             PART II
                            ---------

                        OTHER INFORMATION
                       -------------------

ITEM 1.     LEGAL PROCEEDINGS
            -----------------

            Not Applicable.

ITEM 2.     CHANGES IN SECURITIES
            ---------------------

            Not Applicable.

ITEM 3.     DEFAULTS UPON SENIOR SECURITIES
            -------------------------------

            Not Applicable

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
            ---------------------------------------------------

            Not Applicable.

ITEM 5.     OTHER INFORMATION
            -----------------

            Not Applicable.

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K
            --------------------------------

            (a)  Exhibits
                 --------
                 Not Applicable.

            (b)  Reports on Form 8-K
                 -------------------
                 No reports on Form 8-K were filed during the
                 quarter ended July 31, 1996.


<PAGE 10>                                
                            SIGNATURE
                           -----------


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.



                    ALFA LEISURE, INC.
                    a Texas Corporation




Dated:   September 13, 1996


BY /s/ Johnnie R. Crean
   ---------------------
   Johnnie R. Crean
   President





<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          APR-30-1997
<PERIOD-END>                               JUL-31-1996
<CASH>                                         221,652
<SECURITIES>                                         0
<RECEIVABLES>                                  809,976
<ALLOWANCES>                                         0
<INVENTORY>                                  2,614,504
<CURRENT-ASSETS>                             3,751,202
<PP&E>                                       1,113,018
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                               5,404,490
<CURRENT-LIABILITIES>                        2,751,838
<BONDS>                                              0
                                0
                                          0
<COMMON>                                        62,000
<OTHER-SE>                                   1,034,952
<TOTAL-LIABILITY-AND-EQUITY>                 5,404,490
<SALES>                                      4,720,598
<TOTAL-REVENUES>                             4,720,598
<CGS>                                        4,080,861
<TOTAL-COSTS>                                4,080,861
<OTHER-EXPENSES>                               843,767
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              51,859
<INCOME-PRETAX>                              (255,889)
<INCOME-TAX>                                    29,828
<INCOME-CONTINUING>                          (285,717)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 (285,717)
<EPS-PRIMARY>                                    (.09)
<EPS-DILUTED>                                    (.09)
        

</TABLE>


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