<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
(Mark One)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1995
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
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Commission file number 1-9511
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THE COAST DISTRIBUTION SYSTEM
(Exact name of Registrant as specified in its charter)
California 94-2490990
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1982 Zanker Road, San Jose, California 95112
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
(408) 436-8611
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
(Name of Each Exchange on
(Title of class) which Registered)
---------------- -------------------------
Common Stock, without par value American Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
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 /X/ NO / /
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K /x/.
As of March 18, 1996, the aggregate market value of the Common Stock
held by non-affiliates was approximately $26,524,000.
As of March 18, 1996, a total of 5,177,304 shares of Registrant's
Common Stock were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Part III of the Form 10-K is incorporated by reference from
Registrant's Definitive Proxy Statement for its 1996 Annual Meeting which is to
be filed on or before April 29, 1996.
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Page 1 of __ Pages
Exhibit Index on Sequentially Numbered Page __
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PART I
ITEM 1. BUSINESS
General
The Coast Distribution System (the "Company") is the largest wholesale
distributor of replacement parts, supplies and accessories for recreational
vehicles, and one of the largest wholesale distributors of replacement parts,
supplies and accessories for boats, in North America. The Company supplies more
than 25,000 products and serves more than 15,000 customers throughout the United
States and Canada, from 15 regional distribution centers in the United States
that are located in California, Texas, Oregon, Arizona, Colorado, Utah, Indiana,
Pennsylvania, New York, Georgia, Florida, Wisconsin and Alaska and 4 regional
distribution centers in Canada located, respectively, in Montreal, Toronto,
Calgary and Vancouver. Reference is made to Note I to the Consolidated Financial
Statements of the Company, contained elsewhere in this Report, for information
regarding the respective net sales and operating profits from the Company's
operations in the United States and Canada in 1994 and 1995. The Company's
customers are comprised primarily of recreational vehicle and boat dealers and
recreational vehicle and boating parts supply stores and service centers.
In order to improve its competitive position and increase its
profitability, the Company has introduced into the marketplace a growing number
of products that have been designed specifically for the Company by independent
product design firms and are manufactured for the Company, generally on an
exclusive basis, by a number of different independent manufacturers (the
"proprietary products"). These proprietary products are marketed by the Company
under its own brand-names in competition with brand name products from
traditional suppliers. The Company is able to obtain the proprietary products at
prices that generally are well below those it would have to pay for functionally
equivalent brand name products. Sales of proprietary products accounted for
approximately 15% and 10% of the Company's net sales in the fiscal years ended
December 31, 1995 and 1994, respectively, and the increase in sales of
proprietary products contributed to an improvement in the Company's gross
profit margin in 1995. The Company's strategy is to become a supplier of an
increasing number of the products that it distributes through alliances or
longer term relationships with product manufacturers in order to have greater
control over the supply and cost of the products it distributes and, thereby,
to increase its profitability. As a result, the Company intends to increase
the number of proprietary products that it sells and it expects that sales of
proprietary products will increase in the fiscal year ending December 31, 1996.
However, at the same time, there will be a significant number of products that
the Company will continue to obtain from its traditional suppliers. See
"Business-Products" and "Item 7--Management's Discussion and Analysis of
Financial Condition and Results of Operations" elsewhere in this Report.
To provide its customers with a high level of service, the Company
utilizes a computer-based order entry and warehousing system which enables
customers to transmit orders either telephonically or electronically to the
Company, and enables the Company to prepare and invoice most orders within 24
hours of receipt. The Company also has developed and implemented marketing and
customer service programs through which the Company provides its customers with
catalogues and pricing and promotional programs, all of which are designed to
assist customers to increase their profitability and to strengthen the Company's
relationships with its customers. The Company believes that the breadth of its
product lines, the proprietary products it is able to offer to its customers,
the computer integration of its operations and the marketing and customer
support programs it offers, distinguish it from other distributors of
recreational vehicle and boating parts, supplies and accessories. See "Business
- - Marketing."
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International Expansion of Company's Business
Beginning in 1992, the Company's management began identifying
opportunities to expand the Company's business in international markets. Due to
the relatively high costs of exporting and marketing products in other
countries, management adopted a strategy of (i) acquiring ownership interests in
foreign based, privately-owned companies engaged in businesses similar to that
of the Company, (ii) providing those companies with modest capital and the
Company's know-how to help them expand their businesses, and (iii) relying on
the existing owners to manage and grow their businesses within their respective
markets. Pursuant to that strategy, in 1992, the Company acquired a minority
ownership interest in a Canadian distributor of recreational vehicle parts and
accessories with one distribution center in Montreal, Canada. That company
changed its name to Coast Canada and, between 1992 and 1994, with additional
capital and know-how provided by the Company, Coast Canada expanded its business
westward, opening two additional distribution centers in Toronto and Calgary,
respectively. In 1994, the Company acquired the remaining shares of Coast Canada
and in 1995 opened a fourth distribution center, in Vancouver, British Columbia.
Following that same strategy, in 1993 the Company acquired 5% of the
outstanding common shares of H. Burden Ltd. ("Burden"), a corporation that is
incorporated in the United Kingdom and which is engaged primarily in the
wholesale distribution of recreational vehicle replacement parts, supplies and
accessories in the United Kingdom, France and Holland. The Company also obtained
an option to acquire the remaining shares of Burden from its shareholders in
installments over an approximate 5 year period ending at December 31, 1997. By
December 31, 1995, the Company had partially exercised this option to increase
its ownership to 30% of Burden's common shares. Burden recorded consolidated net
sales of (pound)40,806,000 (U.K.) and net income of approximately (pound)665,000
(U.K) in its fiscal year ended September 30, 1995. The Company has the option to
purchase the remaining shares of Burden over the next 21 months. The price of
the remaining shares will depend on Burden's earnings over the next two years,
but is currently estimated to approximate $12,500,000. The Company has not yet
determined whether to exercise this option.
The Company also has ownership interests in two other foreign
distributors of recreational vehicle parts, supplies and accessories: a company
based in Sydney, Australia and the other based in Mexico City, Mexico. Both of
these distributors are small, with annual sales of less than $2,500,000 each in
1995. However, the Company believes that both of these distributors have the
potential to expand their markets and sales in the future.
Burden and these two other foreign based distribution companies are
each managed by local managers who also hold ownership interests in these
companies. The Company also has a 34% ownership interest in HWH Corporation
("HWH") a United States based manufacturer of hydraulic leveling devices and
jacks primarily for recreational vehicles. Because the Company does not own a
controlling interest in these companies, it has little, if any, liquidity in its
investments in those companies and is reliant on local management to
successfully operate their businesses. In addition, as a result of the Company's
investments in foreign based distribution businesses, the Company's future
operating results could be affected by changes in foreign currency exchange
rates in Canada or adverse economic conditions in Canada or Western Europe.
The Company's investments in HWH, Burden and in these other two foreign
distribution companies are accounted for under the equity method of accounting.
See "Management's Discussion and Analysis of Financial Condition and Results of
Operations" contained elsewhere in this Report.
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The Parts, Supplies and Accessories Markets
Many manufacturers of replacement parts, supplies and accessories rely
on independent distributors, such as the Company, to market and distribute their
products or to augment their own product distribution operations. Distributors
relieve manufacturers of a portion of the costs associated with distribution of
their products while providing geographically dispersed selling, order
processing and delivery capabilities. At the same time, distributors offer
retailers access to a broad line of products and the convenience of rapid
delivery of orders.
The market for recreational vehicle parts, supplies and accessories
distributed by the Company includes both recreational vehicle dealers and
recreational vehicle supply stores and service centers. Optional equipment and
accessories, such as awnings, trailer hitches, air conditioning units, water
heaters and other appliances make up a large proportion of the Company's sales
to recreational vehicle dealers, while recreational vehicle replacement parts,
maintenance supplies and smaller accessories make up a larger proportion of the
Company's sales to recreational vehicle supply stores and service centers.
Although recreational vehicle supply stores and service centers generally
purchase lower cost products than those sold to recreational vehicle dealers,
supply stores and service centers generally order more frequently and purchase a
wider variety of products than do recreational vehicle dealers. The market for
boating parts, supplies and accessories is comprised primarily of independent
boat dealers that sell boats and boating parts, supplies and accessories at
retail. Independent boat dealers purchase primarily replacement parts, boating
supplies and smaller accessories from the Company. See "Business - Products."
Sales to recreational vehicle and boat dealers generally have been more
sensitive to changes in economic conditions than have sales to supply stores and
service centers. During periods of higher interest rates or unemployment,
consumers are likely to postpone purchases of higher priced items such as
recreational vehicles and boats and higher priced accessories and convenience
items such as appliances, awnings and hitches. By contrast, continued demand
among recreational vehicle and boat owners for repair parts and supplies, and
increases in the total number of recreational vehicles and boats in use, have
increased the "aftermarket" for repair and maintenance items and for specialty
products and supplies. As a result, sales to supply stores and service centers
generally have been less sensitive to changes in economic conditions than sales
to recreational vehicle and boat dealers.
The Company's sales are also affected by weather conditions, because
the usage and purchase of recreational vehicles and boats decline in the winter
months due to the colder weather. As a result, the Company's operating income
declines and it sometimes incurs losses in the winter months, particularly in
years in which there are unusually severe winter weather conditions such as
those encountered in the current winter season ending March 31, 1996. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations-Seasonality and Inflation" in Item 7 of Part II of this Report.
Products
General. The Company carries a full line of more than 15,000
recreational vehicle parts, supplies and accessories which it purchases from
more than 500 manufacturers. Recreational vehicle products distributed by the
Company include awnings, antennae, vents, electrical items, towing equipment and
hitches, appliances such as air conditioners, refrigerators, ranges and
generators, LP gas equipment, portable toilets and plumbing parts, hardware and
tools, specialized recreational vehicle housewares, chemicals and supplies, and
various accessories, such as ladders, jacks, fans, load stabilizers, mirrors and
compressors. The Company also distributes various replacement parts and supplies
for manufactured housing, including tie-downs, skirting, windows and doors.
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The Company stocks boating and marine parts, supplies and accessories
at 13 of its 15 warehouse and distribution centers in the United States and at
all four of its distribution centers in Canada. Products distributed by the
Company include marine engine parts, stainless steel hardware, depth sounders,
anchors, life jackets and other marine safety equipment and fishing equipment.
Proprietary Products. In order to improve its competitive position and
increase its profitability, the Company has introduced into the marketplace a
growing number of proprietary products, which are manufactured specifically for
the Company, generally on an exclusive basis, by a number of different
manufacturers (the "proprietary products"). The proprietary products, which are
designed for the Company by independent professional product design firms or by
the independent manufacturers retained to manufacture the products for the
Company, include trailer hitches, plastic wastewater tanks, portable toilets and
toilet chemicals, vent lids and stabilizing jacks. These proprietary products
are marketed by the Company under its own brand-names in competition with brand
name products from traditional suppliers. The Company is able to obtain the
proprietary products at prices that generally are well below those it would have
to pay for functionally equivalent or similar brand name products. As a result,
the Company is able to sell proprietary products at lower prices to its
customers, making them more competitive from a price standpoint, while at the
same time the Company is able to realize higher margins on these products than
it does on sales of functionally equivalent or similar national name brand
products. For these reasons, and in order to gain greater control over the
supply and pricing of its products, during 1994 and 1995 the Company increased
the number of proprietary products that it supplies and sales of proprietary
products accounted for approximately 15% of the Company's net sales in 1995,
as compared to approximately 10% in 1994. The Company intends to increase
further the number of proprietary products that it supplies and expects that
sales of proprietary products will account for an even higher percentage of
total sales in fiscal 1996. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations" in Part II, Item 7 of this
Report.
Marketing and Sales
The Company's customers include (i) recreational vehicle dealers, which
primarily purchase optional equipment and accessories for new recreational
vehicles and replacement and repair parts for their service departments, (ii)
independent recreational vehicle supply stores and service centers that purchase
parts, supplies and accessories for resale to owners of recreational vehicles
and for their service centers, and (iii) independent boat dealers that purchase
small accessories for new boats and replacement parts and boating supplies for
resale to boat owners and operators. The Company is not dependent on any single
customer for any material portion of its business. No single customer accounted
for as much as 5% of the Company's sales in 1993, 1994 or 1995.
During the past several years, the Company has developed marketing and
customer service programs that are designed to assist its customers to increase
their profitability and also strengthen the relationships between the Company
and its customers.
Customer Service Center and Computerized Order Entry and Warehousing
System. The Company has designed and implemented a computer-based order entry
and warehousing system which enables customer orders to be transmitted
electronically to the Company's central computers and also enables the Company
to prepare and invoice most customer orders within 24 hours of receipt.
Approximately 1,000 of the Company's customers use this system to transmit
orders electronically to the Company's central data processing center using the
Company's toll-free telephone numbers.
In 1995 the Company established a national customer service center in
San Jose, California, which enables the Company's customers to obtain product
information and to place orders by telephone using the Company's toll-free
telephone numbers. With the exception of holidays, the customer service center
is operational for a total of 14 hours per day, Monday through Friday, and 9
hours on Saturdays and is
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staffed by sales personnel who are familiar with the Company's products
and are trained to promote the sale of the Company's products and to handle
customer service issues. Currently, the number of customer calls handled by the
national customer service center, which can be accessed by virtually all of the
Company's customers in the United States and Canada, ranges from 3,000 to 6,000
per day and the customer service center has enabled the Company not only to
improve customer service, but also to reduce selling expenses.
Orders transmitted from customers either electronically or by telephone
to the national customer service center are input into the Company's IBM AS 400
computers and then are relayed to the regional distribution center selected by
the customer, where the products are selected, packed and shipped. At the time
the order is received, the customer is informed, either by electronic
confirmation, or by the sales person handling the customer's call at the
customer service center, that the order has been accepted and whether any items
are not in stock. In addition, the Company offers to participating customers a
"split shipment program" whereby, if a product is not available from the
Company's distribution center closest to the customer, the product will be
automatically ordered from another of the Company's distribution centers that
has been pre-selected by that customer.
The Company's computer system also prints retail price stickers which
are shipped with the products ordered by the customer. The price stickers
identify the part numbers and contain the customer's name and the customer's
retail prices for the parts which are provided to the Company by the customer
and stored in the Company's computer system. The Company's computerized ordering
system also enables it to provide customers with inventory costing data with
respect to items purchased from the Company.
Distribution
The Company's regional distribution and warehouse centers in North
America carry an inventory of up to approximately 15,000 recreational vehicle
parts, supplies and accessories. In addition, at 13 of the Company's
distribution centers in the United States and at all four of its distribution
centers in Canada, the Company carries, in varying quantities, up to
approximately 10,000 boating and marine parts, supplies and accessories. Each
regional distribution center is operated as a separate profit center.
The Company relies primarily on independent freight companies to ship
its products.
Arrangements with Manufacturers
The products which the Company distributes are purchased by it from
more than 600 different manufacturers. As is typical in the industry, in most
instances the Company acquires its products on a purchase order basis and has no
guaranteed price or delivery agreements with manufacturers. As a result,
short-term inventory shortages can occur. However, the Company generally has not
experienced difficulty in obtaining adequate quantities of its products. The
Company sometimes chooses to carry only a single manufacturer's products for
certain of the product lines that it sells, although comparable products usually
are available from multiple sources. The manufacturers generally warrant the
products distributed by the Company and allow the Company to return defective
products, including those that have been returned to the Company by its
customers. The Company does not independently warrant the products that it
distributes.
During the five-year period ended December 31, 1995, the Company
purchased substantially all of its requirements for air conditioners, awnings
and refrigerators for recreational vehicles from Dometic Corporation
("Dometic"), a division of White Consolidated Industries. Sales of products
purchased by the Company from Dometic accounted for 22% and 24%, respectively,
of the Company's sales in 1994 and 1995. In August 1995, Dometic notified the
Company that Dometic had decided to integrate its operations
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vertically and market its products directly to retail parts and supply stores,
repair establishments and new and used recreational vehicle dealers, in direct
competition with the Company by February 1996, and, therefore, would
be terminating its supply agreement with the Company at that time. Following
that notification, in order to insure that the Company would have a source of
supply for air conditioners and awnings, the Company entered into a multi-year
product distribution agreement with Recreation Vehicle Products, Inc.("RVP"),
which manufactures and markets air conditioners under the Coleman(R) brand name
and awnings under the Faulkner(R) brand name. Under that product distribution
agreement (the "RVP Agreement"), RVP has agreed to supply the Company with its
requirements for air conditioners and awnings for a minimum term of five (5)
years. The decision to enter into a multi-year product supply agreement with RVP
reflects management's belief that the Company should establish more secure and
longer term sources of supply for its major products and that this decision is
consistent with the Company's strategy of establishing exclusive arrangements
for the manufacture and supply of proprietary products.
Dometic's decision to integrate vertically and begin selling its
products direct to after-market customers, which was publicly announced in
October 1995, created uncertainties among after-market customers with
respect to the effect of that decision on the pricing of air conditioners and
awnings and their ability to obtain adequate supplies of those products on a
timely basis. That uncertainty was, at least in part, prompted by the fact that
Dometic did not announce the prices at which it would sell such products in the
after-market until late January, 1996. As a result of these uncertainties, many
after-market customers chose to reduce their fourth quarter purchases of air
conditioners and awnings from the Company. This reduction in purchases, coupled
with adverse weather conditions in the east and midwest, contributed to a
decline in the Company's sales and net income for the fourth quarter and the
year ended December 31, 1995. See "Selected Financial Data" and "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in
Part II of this Report.
With the exception of Dometic, no supplier accounted for as much as 5%
of the aggregate dollar amount of the Company's product purchases in 1995. The
Company expects that purchases of products from RVP will account for more than
20% of the Company's product purchases in the fiscal year ending December 31,
1996.
During the first quarter of 1995, the Company was advised by Reese
Products, Inc., a manufacturer of trailer hitches, Thetford Corporation, a
manufacturer of portable toilets and toilet chemicals, and Barker Manufacturing
Company, a manufacturer of plastic wastewater tanks, that they were
discontinuing the sale of their respective products to the Company as a result
of the Company's introduction of competitive proprietary products. See
"Business - Products." Sales of products manufactured by Reese, Thetford and
Barker accounted for 4%, 3% and 1%, respectively, of the Company's net sales
in fiscal 1994. However, the loss of sales of the products of these suppliers
was largely offset by the Company's sales of competitive proprietary products.
In addition, sales of these and other proprietary products contributed to an
improvement in the Company's gross profit margin in 1995. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations."
The changes that occurred in the Company's relationships with its
product suppliers in 1995 did adversely affect the Company's sales in 1995 due
to (i) the time lag in building inventories of newly-introduced proprietary
products needed to compete with the manufacturers who had terminated their
supply relationships with the Company, and (ii) the uncertainties among
customers concerning the effect, on product pricing and availability, of
Dometic's decision to integrate vertically, which the Company believes have led
customers to defer purchases of air conditioners and awnings. The Company
believes that these effects will be largely offset by sales of its newly
introduced proprietary products and of RVP-supplied air conditioners and awnings
in 1996. However, these changes do pose
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some risks and uncertainties for the Company that could affect its future
financial performance. As a result of the changes that have occurred in supply
relationships in the industry, it can be anticipated that there will be
increased competition from Dometic and these other manufacturers in the future,
which could adversely affect product pricing and the Company's operating
margins. Additionally, it is not possible to predict whether the Company will be
successful in convincing its customers, who have purchased Dometic brand
products from the Company for the past several years, to purchase RVP products
instead or that the uncertainties that led customer to defer purchase decisions
in the fourth quarter of 1995 will not also affect sales in 1996.
Competition
The Company faces significant competition from other national and
regional distributors of recreational vehicle and boating parts, supplies and
accessories. In addition, certain mass merchandisers, catalog houses and
national and regional retail chains specializing in the sale of recreational
vehicle or boating parts, supplies and accessories, purchase products directly
from manufacturers. Such mass merchandisers and national and regional chains
compete directly with recreational vehicle and boating supply stores that
purchase products from the Company. Such competition affects both the volume of
Company's sales, and the prices it is able to charge for products sold, to such
recreational vehicle and boating supply stores. During 1993 and 1994, price
competition increased in the industry, which contributed to reductions in the
Company's gross profit margin in 1993 and 1994. The Company decided to expand
its proprietary products program in order to obtain products at lower costs and,
thereby, enable the Company to offer lower prices to its customers to make them
more competitive with mass merchandisers, and at the same time enable the
Company to maintain and gradually improve its own profit margins. See "Products"
and "Management's Discussion and Analysis of Financial Condition and Results of
Operations."
The Company, like most of its competitors, competes on the basis of the
quality, speed and reliability of its service, the breadth of its product lines
and price. The Company believes that it is highly competitive in each of those
areas.
Employees
At December 31, 1995, the Company had approximately 425 full-time
employees, which includes employees in Canada. During the peak summer months,
the Company also employs part-time workers at its regional distribution centers.
None of the Company's employees is represented by a labor union. The Company
believes that its relations with employees are good.
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ITEM 2. PROPERTIES
The Company operates 15 regional distribution centers in 13 states in
the United States and 4 regional distribution centers, each located in a
different Province, in Canada. Except for one facility owned by the Company, all
of these facilities are leased under net leases which require the Company to
pay, in addition to rent, real property taxes, insurance and maintenance costs.
The following table sets forth certain information regarding these
facilities.
<TABLE>
<CAPTION>
Square
Geographic Location Footage Lease Expiration Date
------------------- ------- ---------------------
<S> <C> <C>
San Jose, California.......................... 65,952 July 31, 1998
Corona, California............................ 54,500 February 28, 1997
Fort Worth, Texas............................. 90,670 April 30, 1999
San Antonio, Texas............................ 46,600 April 30, 1998
Denver, Colorado.............................. 100,000 September 30, 1999
Elkhart, Indiana.............................. 109,000 December 31, 1999
Lancaster, Pennsylvania....................... 64,900 February 29, 1999
Atlanta, Georgia.............................. 51,100 August 31, 1999
Tampa, Florida................................ 53,100 September 30, 1998
Phoenix, Arizona.............................. 62,400 March 31, 1997
Salt Lake City, Utah.......................... 37,800 March 31, 2000
Portland, Oregon.............................. 72,000 Owned
Albany, New York.............................. 52,500 April 30, 2004
Eau Claire, Wisconsin ........................ 36,000 July 31, 1998
Anchorage, Alaska............................. 13,200 December 31, 1999
Montreal, Quebec.............................. 40,715 January 1, 2000
Toronto, Ontario.............................. 34,020 December 1, 1998
Calgary, Alberta.............................. 30,750 December 1, 1998
Vancouver, British Columbia................... 22,839 June 1, 1999
</TABLE>
-----------
The Company also leases 22,876 square feet of office space in San Jose,
California where its executive offices are located.
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ITEM 3. LEGAL PROCEEDINGS
The Company from time to time is named as a defendant, sometimes along
with product manufacturers and others, in product liability and personal injury
litigation. The Company believes that this type of litigation is incident to its
operations, and since it has insurance or indemnities from manufacturers
covering any potential liability, it believes that such litigation will not
materially affect the Company.
In November 1995, the Company filed a lawsuit against Dometic and its
parent corporation, White Consolidated Industries, in California Superior Court
for the County of Santa Clara, seeking damages for breach of the product supply
agreement between Dometic and the Company. In that lawsuit the Company has
alleged that Dometic had breached the product supply agreement in several
respects by, among other things, (i) failing to comply with the pricing
provisions of that agreement that the Company believes entitled it to
significant price reductions on products purchased from Dometic, and (ii)
repudiating that supply agreement. The lawsuit was removed from State Court to
Federal District Court in the Northern District of California, based upon
diversity of citizenship, and Dometic has recently filed a counterclaim
alleging that the Company breached the product supply agreement by entering
into the RVP Agreement and seeking payment of amounts alleged to be due for
products sold to the Company. The Company has denied Dometic's allegations and
is disputing liability for the amounts sought by Dometic.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
EXECUTIVE OFFICERS OF REGISTRANT
<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<S> <C> <C>
Thomas R. McGuire................. 52 Chairman of the Board, Chief
Executive Officer and Director
Sandra A. Knell................... 38 Executive Vice President - Finance,
Chief Financial Officer and Secretary
David A. Berger................... 42 Executive Vice President - Marine
Sales and Marketing
Jeffrey R. Wannamaker............. 35 Executive Vice President - Operations
Dennis A. Castagnola.............. 48 Senior Vice President - Proprietary
Products
James N. Stark.................... 46 Senior Vice President - R.V. Sales
and Marketing
</TABLE>
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Set forth below is certain information regarding the Company's
executive officers.
THOMAS R. MCGUIRE. Mr. McGuire is a founder of the Company and for more
than five years has been Chairman of the Board and Chief Executive Officer of
the Company. From 1981 until August 1985 he also served as the Company's Chief
Financial Officer and Secretary.
SANDRA A. KNELL. Mrs. Knell has been the Company's Executive Vice
President - Finance, Chief Financial Officer and Secretary since August 1985.
From 1984 until she joined the Company, Mrs. Knell was an Audit Manager, and for
the prior four years was a senior and staff accountant, with Grant Thornton
(formerly Alexander Grant & Co.). Mrs. Knell is a Certified Public Accountant.
DAVID A. BERGER. Mr. Berger served as Executive Vice President -
Marketing from May 1988 until September 1993. Due to the growth of the Company's
marine products sales, in September 1993 the Company's marketing department was
restructured into two separate departments, one for marine products and the
other for R.V. products, and Mr. Berger was placed in charge of marketing for
the Company's marine products division. From August 1986 to May 1988, Mr. Berger
was Senior Vice President Purchasing of the Company. For the prior 14 years he
held various management positions with C/P Products Corp., a distributor of
recreational vehicle parts and accessories acquired by the Company in 1985.
JEFFREY R. WANNAMAKER. Mr. Wannamaker joined the Company in June 1984
as Vice President/Division Manager of the Company's Texas distribution center.
Since that time, he has worked in several of the Company's distribution centers,
hiring and training new management personnel. In August 1991, Mr. Wannamaker was
promoted to Senior Vice President - Branch Operations and in 1995 was promoted
to Executive Vice President - Operations.
DENNIS A. CASTAGNOLA. Mr. Castagnola was appointed to his current
position of Senior Vice President-Proprietary Products in May 1994, in which he
directs the Company's proprietary products program. From September 1993 until
May 1994, he served as Senior Vice President - R.V. Sales and Marketing. For the
prior 19 years, he held various positions with the Company, including Vice
President/Division Manager of the Company's Portland, Oregon Distribution
Center.
JAMES N. STARK. Mr. Stark was appointed Senior Vice President - R.V.
Sales and Marketing in May 1994. For the prior 10 years he has held various
positions with the Company, including Vice President and Division Manager of the
Company's Tampa, Florida distribution center.
11
<PAGE> 12
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
SECURITY HOLDER MATTERS
The following table sets forth for the calendar quarters indicated the
range of the high and low sales prices per share of the Company's common stock
on the American Stock Exchange.
<TABLE>
<CAPTION>
High Low
----- -------
<S> <C> <C>
1995:
First Quarter............................................ 7-7/8 6-1/2
Second Quarter........................................... 7-1/4 6-1/4
Third Quarter............................................ 7-5/8 6
Fourth Quarter........................................... 7 5-13/16
1994:
First Quarter............................................ 8-3/4 6-1/4
Second Quarter........................................... 8-1/8 6-3/8
Third Quarter............................................ 7-7/8 7
Fourth Quarter........................................... 8-1/8 6-3/4
</TABLE>
On March 18, 1996, the closing price per share of the Company's common
stock on the American Stock Exchange was $7-1/2. There were approximately 1,280
holders of record of the Company's common stock as of March 18, 1996.
Dividends
The Company has a policy of retaining earnings to support the growth of
its business and, therefore, does not anticipate that any cash dividends will be
paid in the foreseeable future. In addition, payment of cash dividends by the
Company is limited by its loan agreements. See Note E to the Company's
Consolidated Financial Statements.
12
<PAGE> 13
ITEM 6. SELECTED FINANCIAL DATA
The selected financial data set forth below for the fiscal years ended
December 31, 1995, 1994 and 1993 and at December 31, 1995 and 1994, are derived
from the Company's audited financial statements included elsewhere in this
report and should be read in conjunction with those financial statements. The
selected financial data for the fiscal years ended December 31, 1992 and 1991
and at December 31, 1993, 1992, and 1991 are derived from audited financial
statements which are not included in this report.
<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------------------------------------------------
1995 1994 1993 1992 1991
--------- --------- --------- --------- ---------
(In thousands except per share data)
<S> <C> <C> <C> <C> <C>
Operating Data:
- ---------------
Net Sales..................... $ 169,559 $ 177,774 $ 140,152 $ 121,989 $ 114,919
Cost of sales (including
distribution costs).......... 138,806 146,987 115,670 100,026 96,042
--------- --------- --------- --------- ---------
Gross margin.................. 30,753 30,787 24,482 21,963 18,877
Selling, general and
administrative expenses...... 22,260 23,216 19,639 17,837 18,211
--------- --------- --------- --------- ---------
Operating income......... 8,493 7,571 4,843 4,126 666
Equity in net earnings of
affiliated companies......... 1,204 1,237 1,504 1,393 1,002
Other income (expense)........ (4,271) (3,395) (3,302) (3,397) (4,359)
--------- --------- --------- --------- ---------
Earnings (loss) before
income taxes................. 5,426 5,413 3,045 2,122 (2,691)
Income taxes (credits)........ (2,082) 1,828 608 594 (870)
--------- --------- --------- --------- ---------
Net earnings (loss)........... $ 3,344 $ 3,585 $ 2,437 $ 1,528 $ (1,821)
========= ========= ========= ========= =========
Net earnings (loss)
per share(1)................. $ .64 $ .70 $ .53 $ .35 $ (.42)
========= ========= ========= ========= =========
Weighted average number
of shares.................... 5,206 5,186 4,879 4,425 4,362
========= ========= ========= ========= =========
</TABLE>
<TABLE>
<CAPTION>
At December 31,
---------------------------------------------------
1995 1994 1993 1992 1991
------- ------- ------- ------- -------
(In thousands)
<S> <C> <C> <C> <C> <C>
Balance Sheet Data:
- -------------------
Working capital............... $50,004 $42,127 $33,537 $32,849 $31,342
Total assets.................. 92,136 85,957 69,135 66,021 62,916
Long-term obligations(2)...... 38,376 32,624 28,339 30,455 31,853
Shareholders' equity.......... 39,392 35,722 28,487 26,064 24,477
</TABLE>
- ----------------
(1) See Note K to the Company's Consolidated Financial Statements.
(2) Exclusive of current portion. For additional information regarding
long-term obligations, see Note E to the Company's Consolidated
Financial Statements.
13
<PAGE> 14
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
General
The Company is the largest wholesale distributor of replacement parts,
accessories and supplies for recreational vehicles, and one of the largest
distributors of replacement parts, accessories and supplies for boats, in North
America. Sales are made by the Company to retail parts and supplies stores,
service and repair establishments, and new and used recreational vehicle and
boat dealers. The Company's sales are affected primarily by (i) usage of
recreational vehicles and boats which affects the consumers' needs for and
purchases of replacement parts, repair services and supplies, and (ii) sales of
new recreational vehicles and boats, because consumers often "accessorize" their
recreational vehicles and boats at the time of purchase.
The usage and the purchase, by consumers, of recreation vehicles and
boats depend, in large measure, upon the extent of discretionary income
available to consumers and their confidence about economic conditions. Weather
conditions also affect the usage of recreational vehicles and boats. As a
result, the Company's sales and operating results can be, and in the past have
been, adversely affected by recessionary economic conditions, increases in
interest rates, which affect the availability and affordability of financing for
purchases of recreational vehicles and boats, increases in gasoline prices which
adversely affect the costs of using recreational vehicles and boats, and
unusually adverse winter weather conditions. A recurrence of adverse economic
conditions, such as those experienced in 1990 and 1991, increases in interest
rates or gasoline prices, or the onset of unusually severe winter weather
conditions affecting large regions of the country, could result in declines in
the Company's sales that would adversely affect the Company's future operating
results.
Results of Operations
Net Sales. Net sales in 1995 decreased by approximately $8,215,000 or
4.6% as compared to 1994. This sales decrease was due to (i) a slowing of sales
of new recreational vehicles in 1995 which resulted in reductions in purchases
of accessories by recreational vehicle dealers, (ii) the introduction, in the
first half of 1995, of several new proprietary products which replaced sales of
certain higher-priced products that had been purchased in the past from name
brand manufacturers, as well as the termination by certain of these
manufacturers of their supply relationships with the Company, and (iii) the
termination by Dometic, the Company's largest supplier, of its supply agreement
with the Company. The Company believes that the decline in sales as a result of
the termination of these supply relationships was due primarily to the fact that
it took some time for the Company to build inventories of the new proprietary
products needed to supply customer requirements for those products and to
overcome customer uncertainties created by the realignment of supply
arrangements in the industry. Those uncertainties also may have a lingering
effect on the Company's sales in the first half of 1996. See "Business -
Arrangements With Manufacturers" in Part I of this Report.
Net sales in 1994 increased by approximately $37,622,000 or 26.8% as
compared to 1993. This sales increase was attributable to (i) period-to-period
sales increases at the Company's existing distribution centers in the United
States, and (ii) the inclusion of $20,400,000 U.S. of the 1994 net sales of
Coast Distribution System (Canada) Inc. ("Coast Canada"), in the Company's 1994
operating results due to the Company's acquisition, and the consolidation for
financial reporting purposes, of Coast Canada effective as of March 1, 1994.
During 1993, the Company held a minority ownership position in Coast Canada and
neither the revenues or expenses of Coast Canada were consolidated in the
operating results of the Company. Instead, under the equity method of
accounting, the Company in 1993 reported in its operating results the
proportionate share of the earnings of Coast Canada as "equity in the earnings
of an affiliate."
14
<PAGE> 15
Gross Margin. The Company's gross margin increased to 18.1% of net
sales in 1995 as compared to 17.3% of net sales in 1994. This increase was due
primarily to sales of proprietary products which, in 1995, increased both in
absolute dollars and as a percentage of total net sales. In 1995 sales of
proprietary products accounted for approximately 15% of net sales as compared
to approximately 10% of net sales in 1994. The Company realizes greater
profit margins on its sales of proprietary products than it does on name brand
products obtained from traditional manufacturers. The Company believes that the
increase in net sales of proprietary products was due to an increase in the
number of proprietary products which the Company offered and increased customer
acceptance of these products. The Company plans to increase the number of
proprietary products which it offers to its customers and, although no
assurances can be given, expects sales of such products to increase in 1996
and believes that such increases will have a positive effect on the Company's
gross profit margin.
The Company's gross margin declined to 17.3% of net sales in 1994 as
compared to 17.5% of net sales in 1993. The decrease was due primarily to
increased price competition in the Company's markets and a change in the mix of
sales to a somewhat higher proportion of lower margin products.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses declined by nearly $1,000,000 in 1995 as compared to
1994, primarily as a result of the expiration of certain non-competition
agreements that were entered into in connection with prior acquisitions, the
expiration of certain equipment leases, and reductions in selling expenses that
were primarily attributable to the establishment of the national customer
service center. See "Business - Marketing and Sales" in Part I of this Report.
As a percentage of net sales, selling, general and administrative expenses were
13.1% in both 1995 and 1994 and 14.0% in 1993. The decrease in 1994 is
attributable primarily to the spreading of fixed overhead costs over higher
sales volumes in 1994.
Equity in Net Earnings of Affiliates. The Company has ownership
interests in certain companies in similar or related businesses, including a 34%
ownership interest in HWH and a 30% ownership interest in Burden. The Company's
ownership interests in these companies are accounted for under the equity method
of accounting. Under this method, the Company includes in its operating results
its pro rata share of the net income of or any loss incurred by the companies,
which is reported as "equity in net earnings of affiliates." The Company's
equity in the net earnings of the companies is not cash, and the Company is
dependent upon the declaration of dividends by those companies to realize any
current cash from these investments. Historically, HWH has paid cash dividends
in the fourth quarter of the calendar year and in 1995 and 1994, the Company
received cash dividends from HWH of $525,000 and $1,050,000, respectively. There
can be no assurance, however, that cash dividends will continue to be paid by
HWH in the future. Although Burden has paid cash dividends from time to time in
the past, such dividends have not been significant.
Other Income and Expense. Interest expense is the most significant
component of Other Income (Expense). During 1995, interest expense increased by
$677,000 or 18.9%, as compared to 1994, as a result of increases in outstanding
borrowings, the proceeds of which were used to fund increased working capital
requirements as a result of (i) expansion of the Company's operations, both in
the United States, where the Company opened new distribution centers in Eau
Claire, Wisconsin and Anchorage, Alaska and in Canada where the Company opened a
new distribution center in Vancouver, British Columbia, and (ii) increases in
inventories due to the addition of several new proprietary product lines that
the Company introduced in late 1994 and early 1995 and the addition of marine
products at the Company's distribution centers in Canada.
During 1994, interest expense increased by $521,000 or 17.1% as
compared to 1993, primarily as a result of increases in outstanding borrowings
the proceeds of which were used to fund a portion of the price paid by the
Company for the remaining shares of Coast Canada that were acquired in March
1994.
15
<PAGE> 16
The Company will continue to rely on borrowings to fund a substantial
portion of its working capital requirements and future growth and, as a result,
it anticipates that interest will continue to be a significant expense for the
Company.
Income Taxes. The Company's effective tax rate increased in 1995 to
38.4% as compared to 33.8% in 1994 and 20.0% in 1993. This increase was due to
(i) the use in 1993 and 1994 of net operating loss carryforwards that were
substantially utilized by the end of 1994 and, therefore, were not available in
1995, (ii) an increase in non-deductible expenses, (iii) an increase in
proportionate share of the Company's consolidated earnings that were derived
from the operations of foreign-based companies, the earnings of which are taxed
at higher rates, and a decrease in the contribution made in 1995 to the
Company's consolidated earnings by HWH, 80% of the Company's share of the
earnings of which is excludable in determining the Company's taxable income.
Liquidity and Capital Resources
The Company finances its working capital requirements for its domestic
and Canadian operations primarily with borrowings under a long-term revolving
bank credit facility and internally generated funds. Under that credit facility,
the Company is entitled to borrow up to the lesser of (i) $50,000,000, or (ii)
an amount equal to 80% of its eligible accounts receivable and 50% of its
eligible inventory (the "borrowing base"). Borrowings under this credit facility
bear interest at a per annum rate of interest equal to the bank's prime rate or,
at the Company's option but subject to certain limitations, borrowings under the
credit facility will bear interest at the bank's available LIBOR rate, plus 1.5%
per annum. The Company also pays an unused credit fee of 1/8th% per annum on the
amount of available borrowings under the credit facility that go unused. At
March 18, 1996, outstanding borrowings under this credit facility were
$34,755,000. Borrowings under the credit facility are secured by substantially
all of the Company's assets and rank senior in priority to other indebtedness of
the Company and the agreement governing the credit facility (the "Credit
Agreement") contains certain restrictive covenants, including a cash flow
requirement and a requirement that the Company maintain certain debt-to-tangible
net worth ratios. The Company was in compliance with those covenants at December
31, 1995, the most recent date as of which compliance with such covenants was
required to be determined under the Credit Agreement.
The Company believes that available credit under its revolving credit
facility, together with internally generated funds, will be sufficient to enable
the Company to meet its working capital requirements over the next 12 months.
Net cash generated by operating activities was $184,000 in 1995 as
compared to net cash used of $556,000 in 1994 and net cash generated of
$2,593,000 in 1993. After excluding non-cash charges, operating cash flows
declined in 1995 primarily as a result of increases in inventory levels
resulting from (i) the addition of newly introduced proprietary products,
(ii) the opening of three new distribution centers, in Eau Claire, Wisconsin,
Vancouver, B.C. and Anchorage, Alaska, and (iii) the addition of marine
products at the Company's four distribution centers in Canada. The Company
anticipates that there will not be a need to increase inventories in 1996 to
the same extent as in 1995 and 1994 and, as a result, expects operations to
generate increased cash flow in 1996.
Net cash used in investing activities totaled $3,600,000 in 1995,
$4,600,00 in 1994 and $2,000,000 million in 1993. Capital expenditures were
$1,900,000 in each of 1995 and 1994 and $500,000 in 1993. Capital expenditures
related principally to the expansion by the Company into new locations, the
acquisition of warehouse equipment, the establishment and equipping of the
national customer service center, and additional investments in data processing
equipment.
The Company leases the majority of its facilities and certain of its
equipment under noncancelable operating leases. In 1995, rent expense under all
operating leases was approximately $3.1 million. The
16
<PAGE> 17
Company's future lease commitments are discussed in Note F to the Company's
Consolidated Financial Statements contained elsewhere in this Report.
In 1995, the Company paid $3,333,000 principal amount of its
outstanding senior subordinated notes, and refinanced certain short term bank
indebtedness, with borrowings under its long term revolving bank credit
facility. By comparison, in 1994 the Company paid $2,333,000 principal amount of
its senior subordinated notes. Net cash provided by financing activities, which
primarily represents increases in borrowings under the Company's revolving bank
credit facility, totaled $3,500,000 and $4,800,000 in 1995 and 1994,
respectively, and only $19,000 in 1993.
Capital Resources. Shareholders' equity increased by approximately
$3,670,000 in 1995, primarily as a result of the retention of 1995 earnings. The
Company has never paid cash dividends and it is the present policy of the Board
of Directors to retain earnings to finance investments and the growth of the
Company's operations. In addition, the Company's Credit Agreement places
restrictions on the Company's ability to pay cash dividends.
Seasonality and Inflation
Seasonality. Sales of recreational vehicle and boating parts, supplies
and accessories are seasonal. The Company has significantly higher sales during
the six-month period from April through September than it does during the
remainder of the year. Because a substantial portion of the Company's expenses
are fixed, operating income declines and the Company sometimes incurs losses in
the winter months when sales are lower, particularly in years in which there
occurs unusually severe winter weather conditions in large regions of the
country.
Set forth below is a summary of quarterly financial data for the two
years ended December 31, 1995, which indicates the effects on operating results
of the seasonality of the Company's business.
<TABLE>
<CAPTION>
QUARTER ENDED
--------------------------------------------------------------
March June September December
1994 1994 1994 1994
------- ------- --------- --------
(Unaudited) (In thousands except per share data)
<S> <C> <C> <C> <C>
Revenues.............................. $42,357 $57,307 $49,512 $28,598
Gross profit.......................... 7,487 9,973 8,339 4,988
Net earnings (loss)................... 641 2,028 1,339 (423)
Net earnings (loss) per share........ $.14 $.41 $.26 $(.08)
</TABLE>
<TABLE>
<CAPTION>
QUARTER ENDED
--------------------------------------------------------------
March June September December
1995 1995 1995 1995
------- ------- --------- --------
(Unaudited) (In thousands except per share data)
<S> <C> <C> <C> <C>
Revenues.............................. $44,355 $53,514 $46,805 $24,885
Gross profit.......................... 8,631 10,057 7,723 4,342
Net earnings (loss)................... 772 2,224 1,242 (894)
Net earnings (loss) per share........ $.15 $.42 $.24 $(.18)
</TABLE>
17
<PAGE> 18
Inflation. Generally, the Company has been able to pass inflationary
price increases on to its customers. However, inflation also may cause or may be
accompanied by increases in gasoline prices and interest rates. Such increases
adversely affect the purchase and usage of recreational vehicles and boats,
which can adversely affect sales of the Company's products.
-----------------------------------
This Report contains forward-looking information which reflects
Management's current views of future financial performance. The forward-looking
information is subject to certain risks and uncertainties, including but not
limited to, the effects on future performance of the changing product supply
relationships in the industry and the uncertainties created by those changes;
the potential for increased price competition; possible changes in economic
conditions, prevailing interest rates or gasoline prices, or the occurrence of
unusually severe winter weather conditions, that can affect both the purchase
and usage of recreational vehicles and boats and which, in turn, affects
purchases by consumers of the products that the Company sells; and the effects
of currency fluctuations in the countries where the Company's foreign based
affiliates are located. For information concerning such factors and risks, see
Part I, Item 1 of this Report and the foregoing discussion in Management's
Discussion and Analysis of Financial Condition and Results of Operation. Due
to such uncertainties and risks, readers are cautioned not to place undue
reliance on such forward-looking statements, which speak only as of the date
of this Report.
18
<PAGE> 19
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
THE COAST DISTRIBUTION SYSTEM AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE YEARS ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
Page
----
<S> <C>
Consolidated Financial Statements:
Report of Independent Certified Public Accountants.......................................... 20
Consolidated Balance Sheets, December 31, 1995 and 1994..................................... 21
Consolidated Statements of Earnings for the Years Ended
December 31, 1995, 1994 and 1993.......................................................... 22
Consolidated Statements of Cash Flows
for the Years Ended December 31, 1995, 1994 and 1993...................................... 23
Consolidated Statement of Shareholders' Equity for the
Years Ended December 31, 1995, 1994 and 1993.............................................. 25
Notes to Consolidated Financial Statements.................................................. 26
Financial Statement Schedules:
Schedule II - Valuation and Qualifying Accounts
for the Years Ended December 31, 1992, 1993 and 1994 ..................................... 38
(Other Financial Statement Schedules are omitted as the information is
not required, is not material or is otherwise furnished.)
</TABLE>
HWH CORPORATION
INDEX TO FINANCIAL STATEMENTS FOR THE 12-MONTH
PERIODS ENDED DECEMBER 31, 1995, 1994 AND 1993
<TABLE>
<CAPTION>
Page
----
<S> <C>
Report of Independent Certified Public Accountants................................................... 39
Balance Sheets, December 31, 1994 and 1993........................................................... 40
Statements of Earnings for the 12-Month Periods
Ended December 31, 1994, 1993 and 1992............................................................. 42
Statements of Stockholders' Equity for the 12-Month Periods
Ended December 31, 1994, 1993 and 1992............................................................. 43
Statements of Cash flows for the 12-Month Periods Ended
December 31, 1994, 1993 and 1992................................................................... 44
Notes to Financial Statements........................................................................ 46
Financial Statement Schedules:
Schedule II - Valuation and Qualifying Accounts
for the Years Ended December 31, 1992, 1993 and 1994 ..................................... 56
(Other Financial Statement Schedules are omitted as the information is
not required, is not material or is otherwise furnished.)
</TABLE>
19
<PAGE> 20
[GRANT THORNTON LETTERHEAD]
REPORT OF INDEPENDENT ACCOUNTANTS
Board of Directors and Shareholders
The Coast Distribution System
We have audited the accompanying consolidated balance sheets of The Coast
Distribution System and Subsidiaries as of December 31, 1995 and 1994, and the
related consolidated statements of earnings, shareholders' equity, and cash
flows for each of the three years in the period ended December 31, 1995. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of The Coast
Distribution System and Subsidiaries as of December 31, 1995 and 1994, and the
consolidated results of their operations and their consolidated cash flows for
each of the three years in the period ended December 31, 1995, in conformity
with generally accepted accounting principles.
We have also audited Schedule II of The Coast Distribution System and
Subsidiaries for each of the three years in the period ended December 31, 1995.
In our opinion, this schedule presents fairly, in all material respects, the
information required to be set forth therein.
/s/ GRANT THORNTON LLP
San Jose, California
March 1, 1996
20
<PAGE> 21
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
As of December 31, 1995 1994
- -------------------------------------------------------------------------------------------------------
(dollars in thousands)
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash $ 501 $ 413
Accounts receivable (less allowance for
doubtful receivables of $937 in
1995 and $1,140 in 1994) 12,083 13,277
Inventories 48,225 42,578
Prepaid expenses 597 497
Deferred income taxes 1,782 2,001
Income tax refunds receivable 285 100
------- -------
Total current assets 63,473 58,866
PROPERTY, PLANT & EQUIPMENT 6,133 5,450
OTHER ASSETS
Investments in affiliates 10,891 9,381
Costs in excess of net assets of acquired
businesses 9,447 9,835
Non-competition agreements 584 1,352
Other 1,608 1,073
------- -------
22,530 21,641
------- -------
$92,136 $85,957
======= =======
LIABILITIES
CURRENT LIABILITIES
Accounts payable $ 7,376 $ 6,954
Accrued liabilities 2,005 3,264
Notes payable 1,500 3,012
Current maturities of long-term obligations 2,588 3,509
------- -------
Total current liabilities 13,469 16,739
LONG-TERM OBLIGATIONS 38,376 32,624
DEFERRED INCOME TAXES 315 201
COMMITMENTS - -
REDEEMABLE PREFERRED STOCK OF SUBSIDIARY 584 671
SHAREHOLDERS' EQUITY
Common stock, no par value; authorized 10,000,000 shares;
issued and outstanding, 5,155,429 shares in 1995 and
5,066,848 shares in 1994 19,155 18,940
Cumulative translation adjustment 75 (69)
Retained earnings 20,162 16,851
------- -------
39,392 35,722
------- -------
$92,136 $85,957
======= =======
</TABLE>
The accompanying notes are an integral part of these statements.
21
<PAGE> 22
CONSOLIDATED STATEMENTS OF EARNINGS
<TABLE>
<CAPTION>
Year Ended December 31, 1995 1994 1993
- ---------------------------------------------------------------------------------------------------------
(dollars in thousands, except for per share amounts)
<S> <C> <C> <C>
Net sales $169,559 $177,774 $140,152
Cost of products sold (including distribution costs) 138,806 146,987 115,670
-------- -------- --------
Gross margin 30,753 30,787 24,482
Selling, general and administrative expenses 22,260 23,216 19,639
-------- -------- --------
Operating margin 8,493 7,571 4,843
Equity in net earnings of affiliated companies 1,204 1,237 1,504
Other income (expense)
Interest expense (4,249) (3,572) (3,051)
Other (22) 177 (251)
-------- -------- --------
Earnings before income taxes 5,426 5,413 3,045
Income tax provision 2,082 1,828 608
-------- -------- --------
Net earnings $ 3,344 $ 3,585 $ 2,437
======== ======== ========
Earnings per common and common equivalent share:
Primary $ .64 $ .71 $ .54
======== ======== ========
Fully diluted $ .64 $ .70 $ .53
======== ======== ========
</TABLE>
The accompanying notes are an integral part of these statements.
22
<PAGE> 23
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Year Ended December 31, 1995 1994 1993
- -----------------------------------------------------------------------------------------------------------
(dollars in thousands)
<S> <C> <C> <C>
Cash flows from operating activities:
Net earnings $ 3,344 $ 3,585 $ 2,437
Adjustment to reconcile net earnings to net cash
provided (used) by operating activities:
Depreciation 1,180 986 760
Amortization 1,501 2,167 2,184
Loss (gain) from sale of equipment (4) (37) 12
Equity in net earnings of affiliated companies,
net of dividends (645) (172) (629)
Deferred income taxes 18 (255) (148)
Change in assets and liabilities net of
effects from business acquisitions:
Accounts receivable 1,194 (1,343) (881)
Inventory (5,647) (5,249) (2,135)
Prepaids and tax refunds receivable 80 242 318
Accounts payable 422 (927) 21
Accrued liabilities (1,259) 447 654
------- ------- -------
(5,210) (6,830) (2,023)
------- ------- -------
Net cash provided (used) by operating
activities 184 (556) 2,593
Cash flows from investing activities:
Proceeds from sale of equipment 17 283 5
Increase in other assets (797) (331) (173)
Acquisitions of businesses, net of cash acquired (955) (2,621) (1,378)
Capital expenditures (1,862) (1,948) (480)
------- ------- -------
Net cash used in investing activities (3,597) (4,617) (2,026)
Cash flows from financing activities:
Net borrowings under notes payable and
line-of-credit agreements
Proceeds from issuance of long-term debt 6,477 6,832 1,282
Repayment of long-term debt 361 273 -
Issuance of common stock under employee (3,448) (2,475) (1,298)
stock purchase and stock option plans
Repurchase of common stock 716 195 297
Income tax benefit of exercise of stock options (589) - (262)
Redemption of redeemable preferred stock 88 53 -
of subsidiary
Dividends on preferred stock of subsidiary (71) (43) -
Net cash provided by financing activities (33) (25) -
------- ------- -------
3,501 4,810 19
</TABLE>
23
<PAGE> 24
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Year Ended December 31, 1995 1994 1993
- ------------------------------------------------------------------------------------------------------------------
(dollars in thousands)
<S> <C> <C> <C>
Effect of exchange rate changes on cash $ - $ 122 $ -
------ ------ ------
NET INCREASE (DECREASE) IN CASH 88 (241) 586
Cash beginning of year 413 654 68
------ ------ ------
Cash end of year $ 501 $ 413 $ 654
====== ====== ======
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest $4,329 $3,621 $3,059
Income taxes 2,072 1,350 801
Supplemental schedule of non-cash investing and financing activities:
In 1994, $1,000,000 of 9.25% convertible subordinated notes were
converted into 200,000 shares of common stock
In 1994, the Company issued 280,487 shares of its common stock, valued at
$1,818,000, in connection with the investment in H. Burden Limited
described in Note B to the financial statements
In 1994, in connection with acquiring the remaining capital stock of the
Coast Distribution System (Canada), Inc., as described in Note B,
the Company issued 91,168 shares of its common stock, valued at
$629,000, and caused preferred stock, valued at $741,000, to be issued
by the subsidiary. In conjunction with this acquisition, liabilities
were assumed as follows:
Fair value of assets acquired $8,536
Cash and noncash consideration paid 2,764
------
Liabilities assumed $5,772
======
</TABLE>
The accompanying notes are an integral part of these statements.
24
<PAGE> 25
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
Cumulative
Common Retained Translation
Three Years Ended December 31, 1995 Stock Earnings Adjustment Total
- -----------------------------------------------------------------------------------------------------------
(dollars in thousands)
<S> <C> <C> <C> <C>
Balance at January 1, 1993 $15,210 $10,854 $ - $26,064
Net earnings for the year - 2,437 - 2,437
Foreign currency translation adjustments - - (49) (49)
Issuance of common stock under employee
stock purchase plan 69 - - 69
Exercise of stock options 228 - - 228
Repurchase of common stock (262) - - (262)
------- ------- ----- -------
Balance at December 31, 1993 15,245 13,291 (49) 28,487
Net earnings for the year - 3,585 - 3,585
Foreign currency translation adjustments - - (20) (20)
Issuance of common stock under employee
stock purchase plan 156 - - 156
Exercise of stock options 39 - - 39
Conversion of convertible debt into common stock 1,000 - - 1,000
Issuance of common stock in connection with
acquisitions 2,447 - - 2,447
Income tax benefit of exercise of non-qualified
stock options 53 - - 53
Dividends on preferred stock of subsidiary - (25) - (25)
------- ------- ----- -------
Balance at December 31, 1994 18,940 16,851 (69) 35,722
Net earnings for the year - 3,344 - 3,344
Foreign currency translation adjustments - - 144 144
Issuance of common stock under employee
stock purchase plan 171 - - 171
Exercise of stock options 545 - - 545
Repurchase of common stock (589) - - (589)
Income tax benefit of exercise of non-qualified
stock options 88 - - 88
Dividends on preferred stock of subsidiary - (33) - (33)
------- ------- ----- -------
Balance at December 31, 1995 $19,155 $20,162 $ 75 $39,392
======= ======= ===== =======
</TABLE>
The accompanying notes are an integral part of these statements.
25
<PAGE> 26
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE A: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A summary of the significant accounting policies applied in the preparation
of the accompanying consolidated financial statements follows.
1. Principles of Consolidation. The Company consolidates the accounts of its
wholly-owned subsidiaries. This includes the accounts of The Coast Distribution
System (Canada) Inc. ("Coast Canada") subsequent to February 1994 when the
Company purchased the remaining 64% of the outstanding common stock of Coast
Canada. Previously, Coast Canada was accounted for as an equity investment.
Investments in unconsolidated affiliates (Note D) are accounted for by the
equity method. Operations of affiliates outside the United States and Canada are
generally included for periods within three months of the Company's year-end to
ensure preparation of consolidated financial statements on a timely basis. All
material intercompany transactions have been eliminated.
2. Inventories. Inventories are stated at the lower of cost (determined on a
first-in, first-out basis) or market. Inventories consist primarily of
recreational replacement parts, supplies and accessories held for resale.
3. Property, Plant and Equipment. Property, plant and equipment are stated at
cost less accumulated depreciation and amortization. Depreciation and
amortization are provided for in amounts sufficient to relate the cost of
depreciable assets to operations over their estimated service lives, principally
on a straight-line basis. The estimated lives used in determining depreciation
and amortization are:
Buildings and improvements 12-40 years
Warehouse and office equipment 5-7 years
Automobiles 3-5 years
Leasehold improvements are amortized over the lives of the respective leases or
the service lives of the improvements, whichever is shorter. Currently the
amortization periods range from 5 to 17 years.
4. Revenue Recognition. Revenue from sales of product is recognized upon
shipment.
5. Industry Segment. The Company operates in one industry segment which is the
distribution of recreational replacement parts, supplies and accessories. The
Company distributes its product from 19 distribution centers located throughout
the United States and Canada. No single customer accounted for 10% or more of
the Company's revenues in 1995, 1994, or 1993.
6. Intangible Assets. The costs in excess of net assets of acquired businesses
are being amortized on a straight-line basis using periods ranging from four to
thirty years. Non-competition agreements are being amortized on a straight-line
basis over seven years. At December 31, 1995 and 1994, the accumulated
amortization applicable to intangible assets was approximately $13,788,000 and
$12,975,000 respectively. On an ongoing basis, management reviews the valuation
and amortization of intangibles. As part of this review, the Company evaluates
the recoverability of the intangibles based upon the operating income generated
by the related acquired businesses to determine if impairment has occurred.
7. Foreign Currency Translation. Exchange adjustments resulting from foreign
currency transactions are generally recognized in net earnings, whereas
adjustments resulting from the translation of financial statements are reflected
as a separate component of shareholders' equity. Net foreign currency
transaction gains or losses are not material in any of the years presented.
8. Forward Exchange Contracts. On a selective basis, the Company enters into
forward exchange contracts to reduce the impact of foreign currency fluctuations
on a portion of the inventory purchases of its subsidiary. The gains or losses
on these contracts are included in earnings in the period when the related
transactions being hedged are recognized. The contracts do not subject the
Company to significant market risk from exchange rate movements because the
contracts offset gains and losses on the balances and transactions being hedged.
At December 31, 1995, there were no forward exchange contracts outstanding.
9. Income Taxes. The Company provides a deferred tax expense or benefit equal to
the net change in the deferred tax liability or asset during the year. Deferred
income taxes represent tax credit carryforwards and future net tax effects
resulting from temporary differences between the financial statement and tax
basis of assets and liabilities, using enacted tax rates in effect for the year
in which the differences are expected to reverse. A valuation allowance is
provided against deferred tax assets when realization of the asset is not
expected to occur.
26
<PAGE> 27
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
10. Reclassifications. Certain reclassifications, not affecting earnings or
retained earnings, have been made to the prior years' financial statements to
conform to the current year presentation.
11. Use of Estimates. In preparing financial statements in conformity with
generally accepted accounting principles, management is required to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities at the date
of the financial statements, as well as revenues and expenses during the
reporting period. Actual results could differ from those estimates.
NOTE B: ACQUISITIONS
THE COAST DISTRIBUTION SYSTEM (CANADA) INC. - In 1991, the Company began
acquiring shares of Coast Canada. In 1994 the Company increased its ownership to
100% of the outstanding shares. The cumulative purchase price paid for the
shares was $2,764,000. The investment in Coast Canada was accounted for by the
equity method through February 1994, and, accordingly, the equity in net
earnings of Coast Canada is included in the Company's consolidated statements of
earnings from the date of acquisition through February 28, 1994. As of March 1,
1994 the accounts of Coast Canada have been consolidated along with the
Company's other wholly-owned subsidiaries.
H. BURDEN LIMITED - In 1993, the Company began acquiring shares of H. Burden
Limited ("Burden"). In 1995 the Company increased its ownership to 30% of the
outstanding shares. The cumulative purchase price paid for the shares was
$3,338,000. The investment in Burden is accounted for by the equity method and,
accordingly, the equity in net earnings of Burden is included in the Company's
consolidated statements of earnings from the date of acquisition through
September 30, 1995.
Pro forma results of operations assuming the Coast Canada and Burden
acquisitions had occurred as of the beginning of each respective year presented
have not been presented as such results do not differ materially from the
reported results of operations.
NOTE C: PROPERTY, PLANT & EQUIPMENT
Property and equipment consists of the following at December 31:
<TABLE>
<CAPTION>
1995 1994
- ----------------------------------------------------------------------
(dollars in thousands)
<S> <C> <C>
Building $ 2,792 $ 2,784
Warehouse equipment 3,563 2,827
Office equipment 5,072 4,212
Leasehold improvements 938 1,670
Automobiles 150 261
------- -------
12,515 11,754
Less accumulated depreciation
and amortization 7,019 6,941
------- -------
5,496 4,813
Land 637 637
------- -------
$ 6,133 $ 5,450
======= =======
</TABLE>
27
<PAGE> 28
NOTE D: INVESTMENTS IN AFFILIATED COMPANIES
The Company's 34% investment in HWH Corporation is accounted for using the
equity method of accounting. Summarized financial information of HWH at December
31, 1995 and 1994 and for each of the three years in the period ended December
31, 1995, is presented as follows:
<TABLE>
<CAPTION>
Condensed Balance Sheets
As of December 31, 1995 1994
- -----------------------------------------------------------------------
(dollars in thousands)
<S> <C> <C>
Cash and cash equivalents $ 1,259 $ 219
Investments 3,733 4,703
Receivables 4,495 3,255
Inventory 4,984 3,313
Other current assets 651 875
Investments and long-term receivables 2,387 2,938
Property and equipment 2,719 1,432
Other assets 87 76
------- -------
$20,315 $16,811
======= =======
Current liabilities $ 3,627 $ 1,762
Long-term debt 141 160
Shareholders' equity 16,547 14,889
------- -------
$20,315 $16,811
======= =======
</TABLE>
<TABLE>
<CAPTION>
Condensed Statements of Earnings
Year Ended December 31, 1995 1994 1993
- -----------------------------------------------------------------------
(dollars in thousands)
<S> <C> <C> <C>
Net sales $30,946 $26,291 $25,919
Cost of goods sold 20,829 16,459 14,522
------- ------- -------
Gross margin 10,117 9,832 11,397
Selling, general and
administrative expenses 6,069 5,820 5,611
Other income 534 478 503
------- ------- -------
Earnings before income taxes 4,582 4,490 6,289
Provision for income taxes 1,584 1,436 2,172
------- ------- -------
Net earnings $ 2,998 $ 3,054 $ 4,117
======= ======= =======
</TABLE>
28
<PAGE> 29
Summarized financial information of Burden at September 30, 1995 and 1994 and
for the years ended September 30, 1995 and 1994 is presented as follows:
<TABLE>
<CAPTION>
Condensed Balance Sheets
As of September 30, 1995 1994
- ------------------------------------------------------------------------
(dollars in thousands)
<S> <C> <C>
Cash $ 115 $ 115
Receivables 7,687 6,432
Inventory 12,210 11,816
Other current assets 388 546
Property and equipment 8,512 8,338
Other assets 92 91
------- -------
$29,004 $27,338
======= =======
Current maturities $ 5,158 $ 6,394
Other current liabilities 6,945 4,982
Long-term debt 5,953 6,077
Shareholders' equity 10,948 9,885
------- -------
$29,004 $27,338
======= =======
</TABLE>
<TABLE>
<CAPTION>
Condensed Statements of Earnings
Year Ended September 30, 1995 1994
- -------------------------------------------------------------------------
(dollars in thousands)
<S> <C> <C>
Net sales $59,617 $50,075
Cost of goods sold 47,771 39,959
------- -------
Gross margin 11,846 10,116
Selling, general and
administrative expenses 9,276 8,283
Other (income) expense 947 732
------- -------
Earnings before income taxes 1,623 1,101
Provision for income taxes 642 341
------- -------
Net earnings $ 981 $ 760
======= =======
</TABLE>
29
<PAGE> 30
The Company has investments in two joint ventures, Coast to Coast RV Services
doing business in Australia and Accessorios Para Campers y Autobuses, S.A De
C.V. doing business in Mexico. These investments are being accounted for using
the equity method of accounting.
The Company's investments in unconsolidated affiliates (excluding Coast
Canada) are summarized as follows:
<TABLE>
<CAPTION>
HWH Burden Other
- ----------------------------------------------------------------------------
(dollars in thousands)
<S> <C> <C> <C>
Balance at 1/1/94 $ 5,974 $ 557 $ -
Investments - 2,108 382
Equity in earnings (loss), net
of goodwill amortization 1,035 286 32
Dividends received (1,050) (15) -
Translation adjustments - 88 (16)
------- ------ ----
Balance at 12/31/94 5,959 3,024 398
Investments - 672 140
Equity in earnings (loss), net
of goodwill amortization 944 279 (19)
Dividends received (525) (34) -
Translation adjustments - 63 (10)
------- ------ ----
$ 6,378 $4,004 $509
======= ====== ====
</TABLE>
NOTE E: LONG-TERM OBLIGATIONS
Long-term obligations consist of the following at
<TABLE>
<CAPTION>
December 31: 1995 1994
- -----------------------------------------------------------------------------------------------------------
(dollars in thousands)
<S> <C> <C>
Secured note payable to bank $29,024 $21,035
11.2% senior subordinated secured notes-due June 1, 1999 9,334 11,667
10% convertible senior subordinated secured notes-due June 1, 1995 - 1,000
11.25% note collateralized by a deed of trust on land and building,
due in monthly installments of $7, remaining principal due in November 1997 615 627
11.625% note collateralized by a deed of trust on land and building, due in
monthly installments of $5, remaining principal due in November 1997 441 447
10% note collateralized by a deed of trust on land and building, due in
monthly installments of $11, final payment due in September 2004 788 841
Other note payable 237 282
Capital lease obligations 525 234
------- -------
40,964 36,133
Current portion 2,588 3,509
------- -------
$38,376 $32,624
======= =======
</TABLE>
Subsequent to 1996, annual maturities of long-term obligations (in thousands)
are $3,620 in 1997, $2,597 in 1998, $2,549 in 1999, $29,188 in 2000, and $422
due thereafter.
Secured Note Payable to Bank
The secured note payable to bank represents a revolving credit agreement,
collateralized by substantially all assets of the Company. The Company may
borrow up to the lesser of (i) $50,000,000 or (ii) an amount equal to 80% of the
value of their eligible accounts receivable and 50% of the value of their
eligible inventory. Interest is payable at LIBOR, (5.75% at December 31, 1995)
plus 150 basis points.
30
<PAGE> 31
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
11.2% Senior Subordinated Secured Notes- Due June 1, 1999
The notes are collateralized by substantially all of the assets of the
Company and bear interest at 11.2%. The notes require semiannual interest
payments on June 1 and December 1 of each year. Annual principal payments of
$2,333,000 commenced June 1, 1994 and continue through June 1, 1999.
The note agreements relating to the secured note payable to bank and to the
11.2% senior subordinated secured notes contain certain restrictive covenants.
Included are covenants regarding profitability, minimum liquidity ratios,
restrictions on investments, and limitations on indebtedness, payment of
dividends, long-term leases, and mergers and consolidations.
The Company is in compliance with all the covenants.
NOTE F: COMMITMENTS
Operating Leases
The Company leases its corporate offices, certain warehouse facilities, and
data processing equipment. These leases are classified as operating leases as
they do not meet the capitalization criteria of Statement of Financial
Accounting Standards No. 13, "Accounting for Leases". The office and warehouse
leases expire over the next nine years and the equipment leases expire over the
next five years. Minimum future rental commitments under non-cancelable
operating leases having an initial or remaining term in excess of one year as of
December 31, 1995 are as follows:
<TABLE>
<CAPTION>
Year Ending
December 31, Equipment Facilities Total
- ------------------------------------------------------------------------
(dollars in thousands)
<S> <C> <C> <C>
1996 $19 $2,965 $2,984
1997 6 2,661 2,667
1998 5 2,221 2,226
1999 5 1,103 1,108
2000 3 165 168
Thereafter - 477 477
--- ------ ------
$38 $9,592 $9,630
=== ====== ======
</TABLE>
Rent expense charged to operations amounted to (in thousands) $3,144 in
1995, $3,780 in 1994 and $3,610 in 1993.
31
<PAGE> 32
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE G: STOCK OPTION AND STOCK PURCHASE PLANS
Stock Option Plans - The Company has in effect a 1983 Employee Incentive Stock
Option Plan, a 1987 Nonqualified Stock Option Plan and a 1993 Stock Option and
Incentive Plan ("the plans") which authorize the issuance of options to purchase
650,000 shares of the Company's common stock to key management employees of the
Company and members of the Company's Board of Directors. The plans generally
provide that option prices will not be less than fair market value per share on
the date the option is granted, or 110% of fair market value in the case of an
option granted to any employee who, at the time of the grant, owns or is deemed
to own more than 10% of the total combined voting power of all classes of stock
of the Company.
Additional information with respect to stock options outstanding is as
follows:
<TABLE>
<CAPTION>
Option Price
--------------------------------------
Number Price
of Shares per Share Total
- -----------------------------------------------------------------
<S> <C> <C> <C>
Outstanding 1/1/93 256,626 $2.00-4.00 $ 909,817
Granted 57,200 4.63-6.50 279,550
Exercised (65,150) 2.00-4.00 (228,737)
Cancelled (10,100) 2.00-4.63 (40,238)
-------- ---------- -----------
Outstanding 12/31/93 238,576 2.00-6.50 920,392
Granted 209,600 7.75-7.88 1,625,400
Exercised (11,442) 2.00-4.00 (38,627)
Cancelled (4,025) 2.00-4.63 (17,060)
-------- ---------- -----------
Outstanding 12/31/94 432,709 2.00-7.88 2,490,105
Granted 97,500 6.50-7.13 546,188
Exercised (151,034) 2.00-4.63 (544,799)
Cancelled (180,925) 2.00-7.75 (1,302,438)
-------- ---------- -----------
Outstanding 12/31/95 198,250 $2.63-7.88 $ 1,189,056
======== ========== ===========
Exercisable 12/31/95 111,850 $2.63-7.88 $ 550,956
======== ========== ===========
</TABLE>
32
<PAGE> 33
1987 Employee Stock Purchase Plan
The Company has in effect an Employee Stock Purchase Plan under which 450,000
shares of the Company's common stock are reserved for issuance to all permanent
employees who have met minimum employment criteria. Employees who do not own 5%
or more of the outstanding shares are eligible to participate through payroll
deductions in amounts related to their basic compensation. At the end of each
offering period, shares are purchased by the participants at 85% of the lower of
the fair market value at the beginning or the end of the offering period. During
the years ended December 31, 1995 and 1994, 26,013 and 37,343 shares,
respectively, of common stock were issued under the Employee Stock Purchase
Plan. At December 31, 1995, 231,954 shares remain available for issuance in
future offering periods.
NOTE H: EMPLOYEE BENEFIT PLAN
The Company adopted a 401(K) profit sharing plan as of January 1, 1989. All
full-time employees are eligible to participate on the first quarter following
completion of six months of employment. The plan allows participants to make
pretax contributions and apply for and secure loans from their account. The plan
provides for the Company to make discretionary contributions to be determined
annually. The Company contributed $41,299 and $20,363 to the plan in 1995 and
1994 and made no contributions in 1993.
NOTE I: FOREIGN OPERATIONS
A summary of the Company's operations by geographic area is presented below:
<TABLE>
<CAPTION>
1995 1994
- ------------------------------------------------------------
(dollars in thousands)
<S> <C> <C>
Net Sales
United States $148,021 $157,808
Canada 22,438 20,357
Eliminations (900) (391)
Operating Margin
United States 7,073 5,998
Canada 1,450 1,622
Eliminations (30) (49)
Identifiable Assets
United States 86,007 80,701
Canada 8,950 6,455
Eliminations (2,821) (1,199)
</TABLE>
Transfers between geographic areas have not been presented as they are
not significant.
33
<PAGE> 34
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE J: INCOME TAXES
Pretax income for the years ended December 31 was taxed under the following
jurisdictions:
<TABLE>
<CAPTION>
1995 1994 1993
- ------------------------------------------------------------------------
(dollars in thousands)
<S> <C> <C> <C>
Domestic $4,486 $4,021 $3,045
Foreign 940 1,392 -
------ ------ ------
$5,426 $5,413 $3,045
====== ====== ======
- ------------------------------------------------------------------------
</TABLE>
The provision for income taxes is summarized as follows for the year ended
December 31:
<TABLE>
<CAPTION>
1995 1994 1993
- ----------------------------------------------------------------------
(dollars in thousands)
<S> <C> <C> <C>
Current:
Federal $1,386 $1,308 $ 556
State 273 246 200
Foreign 405 529 -
------ ------ -----
2,064 2,083 756
====== ====== =====
Deferred:
Federal (44) (174) (26)
State 62 (86) (122)
Foreign - 5 -
------ ------ -----
18 (255) (148)
------ ------ -----
Income tax provision $2,082 $1,828 $ 608
====== ====== =====
- ----------------------------------------------------------------------
</TABLE>
The total operating loss carryforwards available for state income tax
purposes at December 31, 1995 aggregate $2,200,000. The earliest carryforwards
begin to expire in 1996.
34
<PAGE> 35
Deferred tax assets (liabilities) are comprised of the following at
December 31:
<TABLE>
<CAPTION>
1995 1994 1993
- -----------------------------------------------------------------------
(dollars in thousands)
<S> <C> <C> <C>
Deferred tax assets
Inventory capitalization $ 918 $1,096 $1,021
Bad debt provision 345 423 387
Inventory reserve 403 307 305
Property, plant and equipment 41 92 54
Loss carryforwards 181 252 147
Other 11 5 -
------ ------ ------
Gross deferred tax assets 1,899 2,175 1,914
Less valuation allowance (76) (82) (84)
------ ------ ------
$1,823 $2,093 $1,830
------ ------ ------
Deferred tax liabilities
Unremitted earnings of affiliates $ (233) $ (197) $ (193)
Property, plant and equipment (82) (4) -
------ ------ ------
Gross deferred tax liabilities (315) (201) (193)
------ ------ ------
Net deferred tax assets $1,508 $1,892 $1,637
====== ====== ======
- -----------------------------------------------------------------------
</TABLE>
A reconciliation between actual tax expense for the year and expected tax
expense is as follows:
<TABLE>
<CAPTION>
1995 1994 1993
- ------------------------------------------------------------------------------
(dollars in thousands)
<S> <C> <C> <C>
Earnings before income taxes $5,426 $5,413 $3,045
Expected income tax expense at 34% 1,845 1,840 1,035
Higher rates on earnings of foreign operations 69 46 -
Goodwill amortization 267 233 167
Dividend exclusion on earnings of affiliate (269) (294) (578)
State taxes (net of federal benefit) 225 79 230
Decrease in valuation allowance (6) (2) (186)
Exclusion of earnings of foreign affiliates (71) (63) (54)
Other 22 (11) (6)
------ ------ ------
Income tax provision $2,082 $1,828 $ 608
====== ====== ======
- ------------------------------------------------------------------------------
</TABLE>
Deferred income taxes have not been provided on the undistributed earnings of
foreign subsidiaries or foreign joint ventures as they have been and will
continue to be reinvested. Where it is contemplated that earnings will not be
reinvested, the Company believes U.S. foreign tax credits would largely
eliminate any U.S. tax.
35
<PAGE> 36
NOTE K: EARNINGS PER SHARE
Earnings per share are based upon the average number of common and dilutive
common equivalent (stock options and convertible notes) shares outstanding
during each year (5,205,730 shares in 1995, 5,185,775 shares in 1994 and
4,878,909 shares in 1993).
NOTE L: ACCRUED LIABILITIES
Accrued liabilities consist of the following at December 31:
<TABLE>
<CAPTION>
1995 1994
- -----------------------------------------------------------------------
(dollars in thousands)
<S> <C> <C>
Payroll and benefits $ 659 $1,702
Other 1,346 1,562
------ ------
$2,005 $3,264
====== ======
</TABLE>
NOTE M: NEW STATEMENTS OF FINANCIAL ACCOUNTING STANDARDS
The Financial Accounting Standards Board has issued Statement of Financial
Accounting Standards No. 123, "Accounting for Stock Based Compensation" ("SFAS
123"). SFAS 123 requires companies to account for stock based compensation under
either the fair value method, as defined, or continue the accounting prescribed
by Accounting Principle Board Opinion No. 25, "Accounting for Stock Issued to
Employees" ("APB 25"). Under SFAS 123, companies that elect to continue using
APB 25 are required to present pro forma net earnings and earning per share as
if the fair value based method of SFAS 123 was used. The Company intends to
continue accounting for stock based compensation as prescribed by APB 25 and
present the disclosure requirements of SFAS 123 in 1996. The only effect of
adopting SFAS 123 will be the new disclosure requirements.
The Financial Accounting Standards Board has also issued Statement of
Financial Accounting Standards No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of" ("SFAS 121").
SFAS 121 requires that long-lived assets and certain identifiable intangibles
held and used by an entity be reviewed for impairment whenever events or changes
in circumstances indicate that the carrying amount of an asset may
36
<PAGE> 37
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
not be recoverable. If the sum of the expected future cash flows (undiscounted
and without interest) is less than the carrying amount of the asset, an
impairment loss is recognized. Measurement of that loss would be based on the
fair value of the asset. SFAS 121 also generally requires long-lived assets and
certain identifiable intangibles to be disposed of to be reported at the lower
of the carrying amount or the fair value less cost to sell. SFAS 121 is
effective for the Company's 1996 financial statements. The Company believes the
adoption of SFAS 121 will not have an adverse impact on the Company's financial
position or results of operations.
NOTE N: NOTES PAYABLE
At December 31, 1995 and 1994 the Company owed its affiliate HWH $1,500,000
and $500,000, respectively. The notes payable are due on demand and interest is
paid monthly at the Company's current rate payable on its secured note payable
to bank (see note E).
At December 31, 1994, Coast Canada had outstanding borrowings under a
revolving credit facility amounting to $2,512,000.
NOTE O: FINANCIAL INSTRUMENTS
The fair values of financial instruments, other than long-term debt, closely
approximate their carrying value. Investments in affiliates consists of
securities for which a reasonable estimate of fair value could not be made as no
quoted market prices for the securities exist and the costs of determining fair
value would be excessive. As of December 31, 1995, the estimated fair value of
long-term debt, based on the current rates offered to the Company for debt of
the same remaining maturities, exceed the carrying value by approximately
$900,000.
NOTE P: SIGNIFICANT CONCENTRATIONS
The Company's ability to satisfy demand for its products may be limited by
the availability of those products from the Company's suppliers. For the past
several years, The Dometic Corporation ("Dometic") has been the Company's
principal supplier of recreational vehicle awnings, air conditioners and
refrigerators, the sales of which accounted for approximately 24% and 22% of the
Company's net sales in 1995 and 1994, respectively. During the quarter ended
September 30, 1995, Dometic advised the Company that it had decided to
vertically integrate its operations by marketing its products directly to retail
parts and supply stores, repair establishments and new and used recreational
vehicle dealers. Following notice by Dometic, the Company entered into a
multi-year supply agreement with Recreational Vehicle Products, Inc. ("RVP"),
which manufactures air conditioners under the Coleman(R) brand name and awnings
under the Faulkner(R) brand name. RVP has agreed to supply the Company with its
requirements for these products. It is uncertain whether or not the Company can
replace business lost as a result of changing principal suppliers.
37
<PAGE> 38
SCHEUDULE II
THE COAST DISTRIBUTION SYSTEM AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
December 31, 1993, 1994 and 1995
<TABLE>
<CAPTION>
Balance, Balance,
beginning of end of
Description period Additions(1) Deductions(2) period
- ----------- ----------- ------------ ------------- ----------
<S> <C> <C> <C> <C>
Allowance for doubtful accounts:
Year Ended December 31, 1993 $1,100,000 $360,303 $460,303 $1,000,000
Year Ended December 31, 1994 $1,000,000 $375,000 $235,000 $1,140,000
Year Ended December 31, 1995 $1,140,000 $161,000 $364,000 $ 937,000
</TABLE>
- ---------------
(1) Includes addition of $78,000 as a result of an acquisition of receivables
(2) Write-off of doubtful accounts against the allowance and recoveries.
<TABLE>
<CAPTION>
Balance, Balance,
beginning of end of
Description period Additions(1) Deductions(2) period
- ----------- ----------- ------------ ------------- ----------
<S> <C> <C> <C> <C>
Allowance for obsolete or
slow-moving inventory:
Year Ended December 31, 1993 $1,000,000 $104,374 $224,374 $ 880,000
Year Ended December 31, 1994 $ 880,000 $388,000 $270,000 $ 998,000
Year Ended December 31, 1995 $ 998,000 $594,000 $269,000 $1,323,000
</TABLE>
- ----------------
(1) Includes addition of $149,000 as a result of an acquisition of inventory.
(2) Write-off of slow-moving or obsolete inventory or sale of inventory at
reduced margin.
38
<PAGE> 39
[GRANT THORNTON LETTERHEAD]
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors
HWH Corporation
We have audited the accompanying balance sheets of HWH Corporation (a Montana
corporation) as of December 31, 1995 and 1994 and the related statements of
earnings, stockholders' equity and cash flows for each of the three years in the
period ended December 31, 1995. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of HWH Corporation as of December
31, 1995 and 1994, and the results of its operations and its cash flows for each
of the three years in the period ended December 31, 1995, in conformity with
generally accepted accounting principles.
We have also audited Schedule II for each of the three years in the period ended
December 31, 1995. In our opinion, this schedule presents fairly, in all
material respects, the information required to be set forth therein.
/s/ GRANT THORNTON LLP
Chicago, Illinois
February 16, 1996
39
<PAGE> 40
HWH Corporation
BALANCE SHEETS
December 31,
<TABLE>
<CAPTION>
===============================================================================================================
ASSETS 1995 1994
----------- -----------
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . $ 1,258,956 $ 218,670
Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,733,398 4,702,863
Receivables
Trade, less allowance for doubtful accounts of $400,000 in
1995 and 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . 4,377,586 2,971,662
Notes, including affiliate notes of $1,500,000 in 1995 and
$500,000 in 1994 . . . . . . . . . . . . . . . . . . . . . . . . . 1,575,000 728,417
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42,640 55,523
----------- -----------
5,995,226 3,755,602
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,983,865 3,312,487
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . 278,098 223,542
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . 373,000 464,000
Refundable income taxes . . . . . . . . . . . . . . . . . . . . . . . . - 188,396
----------- -----------
Total current assets . . . . . . . . . . . . . . . . . . . . 16,622,543 12,865,560
LONG-TERM INVESTMENTS AND RECEIVABLES
Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 687,295 2,186,225
Notes receivable, less current maturities . . . . . . . . . . . . . . . 200,000 251,866
----------- -----------
887,295 2,438,091
PROPERTY, PLANT AND EQUIPMENT
Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58,492 58,492
Building and building improvements . . . . . . . . . . . . . . . . . . . 1,401,875 1,381,745
Machinery and equipment . . . . . . . . . . . . . . . . . . . . . . . . 1,115,054 1,074,187
Transportation equipment . . . . . . . . . . . . . . . . . . . . . . . . 437,440 412,635
Office equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . 428,206 388,817
----------- -----------
3,441,067 3,315,876
Less accumulated depreciation . . . . . . . . . . . . . . . . . . . . 2,247,809 2,057,887
----------- -----------
1,193,258 1,257,989
Construction in progress . . . . . . . . . . . . . . . . . . . . . . 1,525,747 174,002
----------- -----------
2,719,005 1,431,991
OTHER ASSETS
Cash surrender value of life insurance policy . . . . . . . . . . . . . 84,162 72,119
Loan acquisition costs . . . . . . . . . . . . . . . . . . . . . . . . . 3,319 3,793
----------- -----------
87,481 75,912
---------- -----------
$20,316,324 $16,811,554
=========== ===========
</TABLE>
40
<PAGE> 41
HWH CORPORATION
BALANCE SHEETS - CONTINUED
DECEMBER 31,
<TABLE>
<CAPTION>
=========================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY 1995 1994
----------- -----------
<S> <C> <C>
CURRENT LIABILITIES
Current maturities of long-term debt . . . . . . . . . . . . . . . . . . $ 20,000 $ 20,000
Note payable - director . . . . . . . . . . . . . . . . . . . . . . . . 675,000 -
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,498,182 671,392
Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,126,721 1,070,537
Income taxes payable . . . . . . . . . . . . . . . . . . . . . . . . . . 307,354 -
----------- -----------
Total current liabilities . . . . . . . . . . . . . . . . . . . 3,627,257 1,761,929
LONG-TERM DEBT, less current maturities . . . . . . . . . . . . . . . . . . 140,000 160,000
COMMITMENTS AND CONTINGENCIES . . . . . . . . . . . . . . . . . . . . . . . - -
DEFERRED INCOME TAX LIABILITY . . . . . . . . . . . . . . . . . . . . . . . 2,000 1,000
STOCKHOLDERS' EQUITY
Capital stock
Common, Class A, 8.19 votes per share; no par value;
authorized, issued and outstanding, 10,000 shares . . . . . . . . 10,000 10,000
Common, Class B, .63 votes per share; no par value;
authorized, 240,000 shares; issued, 201,926 shares . . . . . . . . 264,428 264,428
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,311,927 14,849,058
Net unrealized gain (loss) on investments available-for-sale . . . . . . 39,567 (156,006)
----------- -----------
16,625,922 14,967,480
Less 7,210 shares of Class B common stock in treasury in
1995 and 1994 - at cost . . . . . . . . . . . . . . . . . . . . . . . 78,855 78,855
----------- -----------
16,547,067 14,888,625
----------- -----------
$20,316,324 $16,811,554
=========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
41
<PAGE> 42
HWH CORPORATION
STATEMENTS OF EARNINGS
YEAR ENDED DECEMBER 31,
<TABLE>
<CAPTION>
===============================================================================================================
1995 1994 1993
----------- ----------- -----------
<S> <C> <C> <C>
Net sales . . . . . . . . . . . . . . . . . . . . . . . . $30,946,325 $26,291,351 $25,918,992
Cost of goods sold . . . . . . . . . . . . . . . . . . . 20,829,025 16,458,700 14,521,920
----------- ----------- -----------
Gross profit . . . . . . . . . . . . . . . . . . 10,117,300 9,832,651 11,397,072
Selling, general and administrative expenses . . . . . . 6,069,166 5,820,434 5,611,345
----------- ----------- -----------
Operating profit . . . . . . . . . . . . . . . . 4,048,134 4,012,217 5,785,727
Other income (expense)
Dividend income . . . . . . . . . . . . . . . . . . . 160,435 130,700 121,148
Interest income . . . . . . . . . . . . . . . . . . . 349,795 400,185 382,917
Interest expense . . . . . . . . . . . . . . . . . . . (10,943) (7,158) (5,722)
Gain (loss) on sale of securities . . . . . . . . . . 34,659 (52,167) 1,083
Miscellaneous . . . . . . . . . . . . . . . . . . . . 558 6,312 4,037
----------- ----------- -----------
534,504 477,872 503,463
----------- ----------- -----------
Earnings before income taxes . . . . . . . . . . 4,582,638 4,490,089 6,289,190
Income tax expense (benefit)
Current . . . . . . . . . . . . . . . . . . . . . . 1,598,399 1,482,420 2,432,636
Deferred . . . . . . . . . . . . . . . . . . . . . . . (14,000) (46,000) (260,250)
----------- ----------- -----------
1,584,399 1,436,420 2,172,386
----------- ----------- -----------
NET EARNINGS . . . . . . . . . . . . . . . . . . $ 2,998,239 $ 3,053,669 $ 4,116,804
=========== =========== ===========
EARNINGS PER COMMON SHARE . . . . . . . . . . . $ 14.65 $ 14.92 $ 20.11
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
42
<PAGE> 43
HWH Corporation
STATEMENT OF STOCKHOLDERS' EQUITY
Three years ended December 31, 1995
<TABLE>
<CAPTION>
====================================================================================================================================
Common Common Treasury Net unrealized gain Total
stock stock stock Retained (loss) on investments stockholders'
Class A Class B at cost earnings available-for-sale equity
------- -------- -------- ----------- --------------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Balance at January 1, 1993 . . . . . . . $10,000 $264,428 $(78,855) $13,308,275 $ - $13,503,848
Net earnings . . . . . . . . . . . . . . - - - 4,116,804 - 4,116,804
Cash dividends on common
stock ($12.50 per share) . . . . . . - - - (2,558,950) - (2,558,950)
------- -------- -------- ----------- --------- -----------
Balance at December 31, 1993 . . . . . . 10,000 264,428 (78,855) 14,866,129 - 15,061,702
Net effect of change in accounting
for investments available-for-sale
at January 1, 1994 . . . . . . . . . - - - - 42,725 42,725
Net earnings . . . . . . . . . . . . . . - - - 3,053,669 - 3,053,669
Cash dividends on common stock
($15.00 per share) . . . . . . . . . - - - (3,070,740) - (3,070,740)
Increase in net unrealized loss on
investments available-for-sale . . . - - - - (198,731) (198,731)
------- -------- -------- ----------- --------- -----------
Balance at December 31, 1994 . . . . . . 10,000 264,428 (78,855) 14,849,058 (156,006) 14,888,625
Net earnings . . . . . . . . . . . . . . - - - 2,998,239 - 2,998,239
Cash dividends on common stock
($7.50 per share) . . . . . . . . . . - - - (1,535,370) - (1,535,370)
Increase in net unrealized gain on
investments available-for-sale . . . - - - - 195,573 195,573
------- -------- -------- ----------- --------- -----------
Balance at December 31, 1995 . . . . . . $10,000 $264,428 $(78,855) $16,311,927 $ 39,567 $16,547,067
======= ======== ======== =========== ========= ===========
</TABLE>
The accompanying notes are an integral part of these statements.
43
<PAGE> 44
HWH CORPORATION
STATEMENTS OF CASH FLOWS
YEAR ENDED DECEMBER 31,
<TABLE>
<CAPTION>
==============================================================================================================
1995 1994 1993
----------- ----------- -----------
<S> <C> <C> <C>
Cash flows from operating activities:
Net earnings . . . . . . . . . . . . . . . . . . . . . $ 2,998,239 $ 3,053,669 $ 4,116,804
Adjustments to reconcile net earnings to net
cash provided by operating activities:
Depreciation and amortization . . . . . . . . . 190,396 196,381 165,583
Loss on sale of fixed assets . . . . . . . . . . - - 2,741
(Gain) loss on sale of securities . . . . . . . (34,659) 52,167 (1,083)
Deferred income taxes . . . . . . . . . . . . . (14,000) (46,000) (260,250)
Provision for losses on accounts receivable . . 18,112 47,237 282,226
(Increase) decrease in assets
Receivables . . . . . . . . . . . . . . . . . (1,411,153) 515,062 (36,722)
Inventories . . . . . . . . . . . . . . . . . (1,671,378) (541,831) (476,844)
Prepaid expenses . . . . . . . . . . . . . . (54,556) (153,023) 372,849
Refundable income taxes . . . . . . . . . . . 188,396 (188,396) -
Increase (decrease) in liabilities
Accounts payable . . . . . . . . . . . . . . 826,790 32,742 145,175
Accrued expenses . . . . . . . . . . . . . . 56,184 104,139 147,072
Income taxes payable . . . . . . . . . . . . 307,354 (254,854) (177,577)
----------- ----------- -----------
Total adjustments . . . . . . . . . . . . (1,598,514) (236,376) 163,170
----------- ----------- -----------
Net cash provided by operating
activities . . . . . . . . . . . . . . . 1,399,725 2,817,293 4,279,974
Cash flows from investing activities:
Disbursements on notes receivable . . . . . . . . . . (1,650,000) (225,000) (450,000)
Principal payments received on notes receivable . . . 855,283 207,680 61,985
Proceeds from sale of securities . . . . . . . . . . . 2,944,804 2,554,631 1,696,169
Purchase of securities . . . . . . . . . . . . . . . . (140,177) (4,920,615) (2,162,262)
Capital expenditures . . . . . . . . . . . . . . . . . (1,476,936) (335,594) (270,668)
Proceeds from sale of fixed assets . . . . . . . . . . - - 13,118
Increase in cash surrender value of life
insurance policy . . . . . . . . . . . . . . . . . (12,043) (11,118) (10,081)
----------- ----------- -----------
Net cash provided by (used in)
investing activities . . . . . . . . . . 520,931 (2,730,016) (1,121,739)
</TABLE>
44
<PAGE> 45
HWH CORPORATION
STATEMENTS OF CASH FLOWS - CONTINUED
YEAR ENDED DECEMBER 31,
<TABLE>
<CAPTION>
=============================================================================================================
1995 1994 1993
----------- ----------- ------------
<S> <C> <C> <C>
Cash flows from financing activities:
Dividends paid . . . . . . . . . . . . $(1,535,370) $(3,070,740) $(2,558,950)
Principal payment on long-term debt . . . . . . . . . (20,000) (20,000) (20,000)
Proceeds from issuance of note payable . . . . . . . . 675,000 - -
----------- ----------- ------------
Net cash used in financing activities . . . (880,370) (3,090,740) (2,578,950)
----------- ----------- ------------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS . . . . . . . . . . 1,040,286 (3,003,463) 579,285
Cash and cash equivalents at beginning of year . . . . . 218,670 3,222,133 2,642,848
----------- ----------- ------------
Cash and cash equivalents at end of year . . . . . . . . $ 1,258,956 $ 218,670 $ 3,222,133
=========== =========== ===========
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest . . . . . . . . . . . . . . . . . . . . . $ 10,943 $ 7,333 $ 8,238
Income taxes . . . . . . . . . . . . . . . . . . 1,106,804 1,925,530 2,610,213
Supplemental schedule of non-cash investing and
financing activities:
Increase in net unrealized (gain) loss on
investments available-for-sale, net of
deferred tax expense (benefit) of
$106,000 in 1995 and $(84,000) in 1994 . . . $ (195,573) $ 198,731 $ -
</TABLE>
The accompanying notes are an integral part of these statements.
45
<PAGE> 46
HWH CORPORATION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995, 1994 AND 1993
===============================================================================
NOTE A - NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
NATURE OF BUSINESS
HWH Corporation (the "Company") manufactures vehicle leveling systems and
related parts. The Company grants credit to customers, the majority of whom are
manufacturers and distributors in the recreational vehicle industry throughout
the United States and Europe. Certain reclassifications have been made to the
1994 amounts to conform with the 1995 presentation.
INVENTORIES
Inventories are stated at the lower of cost or market. Cost is determined by the
first-in, first-out method.
PROPERTY, PLANT AND EQUIPMENT
Depreciation of property, plant and equipment is provided for in amounts
sufficient to relate the cost of depreciable assets to operations over their
estimated service lives, using both straight-line and accelerated methods.
Depreciable lives by asset classification are as follows:
<TABLE>
<CAPTION>
Life in
years
-------
<S> <C>
Building and building improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 - 31
Machinery and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 - 10
Transportation equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 - 7
Office equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 - 10
</TABLE>
INVESTMENTS IN DEBT AND QUALIFYING EQUITY SECURITIES
Effective January 1, 1994, the Company adopted Statement of Financial Accounting
Standards Board No. 115, "Accounting for Certain Investments in Debt and Equity
Securities" ("SFAS No. 115"). In accordance with SFAS No. 115, investments in
debt and qualifying equity securities are classified as either held-to-maturity,
trading or available-for-sale. Held-to[HL] maturity investments are debt
securities that the Company has the positive intent and ability to hold to
maturity. These investments are recorded at amortized cost. Debt and equity
securities purchased principally for the purpose of resale in the near term are
classified as trading investments and are recorded at fair value. Unrealized
gains or losses on these investments are included in earnings of the current
period. Other debt and equity securities that are not categorized as
held-to-maturity or trading are classified as available-for-sale and reported at
fair value. Unrealized gains or losses on these securities are reported as a
separate component of stockholders' equity, net of applicable income tax expense
or benefit. The effect of adopting this statement was not material.
46
<PAGE> 47
HWH CORPORATION
NOTES TO FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 1995, 1994 AND 1993
===============================================================================
NOTE A - NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
INCOME TAXES
Deferred tax assets and liabilities are determined based on the difference
between the financial statement and tax bases of assets and liabilities as
measured by the enacted tax rates which will be in effect when these differences
reverse. Deferred tax expense (benefit) is the result of changes in deferred tax
assets and liabilities. The principal types of differences between assets and
liabilities for financial statement and tax return purposes are inventory
capitalization, bad debt provision, and warranty claims accrual.
EARNINGS PER SHARE
Earnings per common share are computed by dividing net earnings by the weighted
average number of shares of common stock outstanding during the year.
LOAN ACQUISITION COSTS
Loan acquisition costs are being amortized over the life of the bond issue on a
straight-line basis.
CASH EQUIVALENTS
For purposes of the Statements of Cash Flows, the Company considers all highly
liquid debt instruments purchased with an original maturity of three months or
less to be cash equivalents.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
FINANCIAL INSTRUMENTS
The carrying amounts of cash equivalents, accounts receivable and accounts
payable approximate fair value because of the short-term nature of these items.
Based on the borrowing rates currently available to the Company for bank loans
with similar terms and average maturities, the fair value of notes payable
approximates the carrying value. The fair value of notes receivable is estimated
based on rates offered for instruments with similar characteristics and does not
materially differ from their carrying value. The fair value of investments in
marketable securities are estimated based on quotes from brokers or current
rates offered for instruments with similar characteristics. Management believes
the estimated fair value of a cost-basis investment equals or exceeds its
carrying value although there can be no assurances that this is the case.
47
<PAGE> 48
HWH CORPORATION
NOTES TO FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 1995, 1994 AND 1993
================================================================================
NOTE B - NOTES RECEIVABLE
Notes receivable at December 31, 1995 and 1994 consist of the following:
<TABLE>
<CAPTION>
1995 1994
---------- --------
<S> <C> <C>
Unsecured note receivable from The Coast Distribution System ("Coast"), an
affiliated company, due on demand, with interest to be paid monthly
at a rate of LIBOR plus 1.5% (7.25% at December 31, 1995) . . . . . . . . . $1,500,000 $500,000
9.5% note, receivable in installments of $50,000 on January 1, 1996 and 1997,
with the balance due January 1, 1998, interest to be paid semiannually,
collateralized by certain real estate and personal property . . . . . . . . 250,000 250,000
7% unsecured note receivable, due on demand, with interest to be
paid monthly . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . - 200,000
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,000 30,283
---------- --------
1,775,000 980,283
Less current maturities . . . . . . . . . . . . . . . . . . . . . . . . . . 1,575,000 728,417
---------- --------
$ 200,000 $251,866
========== ========
</TABLE>
The accompanying notes are an integral part of these statements.
48
<PAGE> 49
HWH CORPORATION
NOTES TO FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 1995, 1994 AND 1993
================================================================================
NOTE B - NOTES RECEIVABLE - CONTINUED
Changes in the balances of notes receivable for the three years ended December
31, 1995 were as follows:
<TABLE>
<CAPTION>
9% note 9.25% note 7.25% note 7% note
receivable receivable receivable receivable Other Total
---------- ---------- ---------- ---------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
Balance at January 1, 1993. . . $ 36,700 $ 17,800 $ 500,000 $ - $ 20,448 $ 574,948
Additions . . . . . . . . . . . - - - - 450,000 450,000
Deductions . . . . . . . . . . (36,700) (17,800) - - (7,485) (61,985)
-------- -------- ---------- --------- --------- ----------
Balance at December 31, 1993. . - - 500,000 - 462,963 962,963
Additions . . . . . . . . . . . - - - 200,000 25,000 225,000
Deductions . . . . . . . . . . - - - - (207,680) (207,680)
-------- -------- ---------- --------- --------- ----------
Balance at December 31, 1994. . - - 500,000 200,000 280,283 980,283
Additions . . . . . . . . . . . - - 1,500,000 150,000 - 1,650,000
Deductions . . . . . . . . . . - - (500,000) (350,000) (5,283) (855,283)
-------- -------- ---------- --------- --------- ----------
Balance at December 31, 1995. . $ - $ - $1,500,000 $ - $ 275,000 $1,775,000
======== ======== ========== ========= ========= ==========
</TABLE>
================================================================================
NOTE C - INVESTMENTS
The Company holds the following investments as of December 31:
<TABLE>
<CAPTION>
1995 1994
---------- ----------
<S> <C> <C>
Current
Marketable equity securities . . . . . . . . . . . . . . . . . . . . . $2,019,900 $2,376,576
Government mutual funds . . . . . . . . . . . . . . . . . . . . . . . . 112,951 114,717
U.S. treasury securities . . . . . . . . . . . . . . . . . . . . . . . 1,349,179 2,211,570
Obligations of political subdivisions . . . . . . . . . . . . . . . . . 251,368 -
---------- ----------
$3,733,398 $4,702,863
========== ==========
Long-term
Marketable corporate bonds . . . . . . . . . . . . . . . . . . . . . . $ 257,282 $ 257,282
Obligations of political subdivisions . . . . . . . . . . . . . . . . . 430,013 581,386
U.S. treasury securities . . . . . . . . . . . . . . . . . . . . . . . - 1,347,557
---------- ----------
$ 687,295 $2,186,225
========== ==========
</TABLE>
49
<PAGE> 50
HWH CORPORATION
NOTES TO FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 1995, 1994 AND 1993
===============================================================================
NOTE C - INVESTMENTS - CONTINUED
The amortized cost and fair value of available-for-sale securities as of
December 31, 1995 are summarized as follows:
<TABLE>
<CAPTION>
Gross Gross Amortized
Amortized Unrealized Unrealized Cost at
Cost Gains Losses Fair Value
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Marketable equity securities . . . . . . $1,929,759 $191,080 $100,939 $2,019,900
Government mutual funds . . . . . . . . 141,525 - 28,574 112,951
---------- -------- -------- ----------
$2,071,284 $191,080 $129,513 $2,132,851
========== ======== ======== ==========
</TABLE>
Proceeds from sales of available-for-sale securities were approximately $734,253
for the year ended December 31, 1995. These sales resulted in gross realized
gains of approximately $36,754 and gross realized losses of approximately
$(2,083) using a specific identification basis. The net unrealized holding gain
increased approximately $302,000 in 1995.
The amortized cost and fair value of held-to-maturity securities as of December
31, 1995 are summarized as follows:
<TABLE>
<CAPTION>
Gross Gross
Amortized Unrealized Unrealized
Cost Gains Losses Fair Value
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Marketable corporate bonds . . . . . . . $ 257,282 $ - $1,705 $ 255,577
Obligations of political subdivisions . 681,381 7,539 1,642 687,278
U.S. treasury securities . . . . . . . . 1,349,179 5,384 - 1,354,563
---------- ------- ------ ----------
$2,287,842 $12,923 $3,347 $2,297,418
========== ======= ====== ==========
</TABLE>
The amortized cost and fair value of securities being held-to-maturity as of
December 31, 1995, by contractual maturity, are shown below:
<TABLE>
<CAPTION>
Amortized
Cost Fair Value
---------- ----------
<S> <C> <C>
Due in one year or less . . . . . . . . . . . . . . . . . . . . . . . $1,600,546 $1,604,289
Due after one year through five years . . . . . . . . . . . . . . . . 330,014 335,052
Due after five years through ten years . . . . . . . . . . . . . . . . 100,000 102,500
Due after ten years . . . . . . . . . . . . . . . . . . . . . . . . . 257,282 255,577
---------- ----------
$2,287,842 $2,297,418
========== ==========
</TABLE>
50
<PAGE> 51
HWH CORPORATION
NOTES TO FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 1995, 1994 AND 1993
===============================================================================
NOTE D - INVENTORIES
Inventories consist of the following at December 31:
<TABLE>
<CAPTION>
1995 1994
---------- ----------
<S> <C> <C>
Purchased materials . . . . . . . . . . . . . . $3,175,177 $2,416,461
Work-in-process . . . . . . . . . . . . . . . . 1,322,151 531,580
Finished goods . . . . . . . . . . . . . . . . 486,537 364,446
---------- ----------
Total . . . . . . . . . . . . . . . . . . . $4,983,865 $3,312,487
========== ==========
</TABLE>
===============================================================================
NOTE E - RELATED PARTY TRANSACTIONS
During the years ended December 31, 1995, 1994 and 1993, the Company had sales
to Coast of approximately $3,700,000, $3,600,000, and $3,200,000, respectively.
Coast owns 69,971 shares, or approximately 34% of the Company's outstanding
Class B common stock. Trade receivable balances from Coast at December 31, 1995
and 1994 were approximately $55,000 and $356,000, respectively.
During the years ended December 31, 1995, 1994 and 1993, the Company purchased
component parts from UP Electronics, a corporation affiliated through common
ownership, which totaled approximately $1,540,000, $1,120,000, and $830,000,
respectively. In addition, the Company recognized rental income from this
affiliate of approximately $92,000 for the year ended December 31, 1993.
Leases with CDC Limited, a company affiliated through common ownership, and UP
electronics are described in note H.
In 1995, a director of the Company loaned $675,000 to the Company in the form of
a demand note, bearing interest at an annual rate of 5.5%.
51
<PAGE> 52
HWH CORPORATION
NOTES TO FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 1995, 1994 AND 1993
===============================================================================
NOTE F - PLEDGED ASSETS AND LONG-TERM DEBT
In August, 1983, the Company obtained $400,000 of the City of Wilton, Iowa,
Industrial Development Revenue Bonds, Series 1983 for the purpose of providing
funds to construct and expand the existing manufacturing facility of the
Company. The bonds bear interest equal to a defined money market certificate
rate (5.39% at December 31, 1995) and mature in annual amounts of $20,000 on
each August 1 through 2003. As of December 31, 1995, $160,000 of the bonds
remain outstanding.
The Company maintains a $200,000 line of credit, which expires February, 1996,
with interest at the bank's base rate. There were no outstanding borrowings
under the line of credit as of December 31, 1995 and 1994.
The outstanding revenue bonds and any amounts borrowed under the line of credit
are collateralized by all receivables, inventories and property and equipment of
the Company.
Future annual maturities of long-term debt as of December 31, 1995 are as
follows:
<TABLE>
<CAPTION>
<S> <C>
Year ending December 31,
1996 . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 20,000
1997 . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,000
1998 . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,000
1999 . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,000
2000 . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,000
2001 and thereafter . . . . . . . . . . . . . . . . . . . . 60,000
--------
$160,000
========
</TABLE>
===============================================================================
NOTE G - PROFIT-SHARING PLAN
The Company has a profit-sharing plan for all eligible employees who have met
certain qualifications as prescribed by the plan. The Company's contribution is
discretionary and determined annually by the Board of Directors. Amounts
contributed for the years ended December 31, 1995, 1994 and 1993 were
approximately $407,000, $350,000, and $265,000, respectively.
52
<PAGE> 53
HWH CORPORATION
NOTES TO FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 1995, 1994 AND 1993
===============================================================================
NOTE H - LEASE COMMITMENTS
The Company leases certain machinery and equipment from an affiliated company,
CDC Limited (CDC), under a master lease agreement dated October 1, 1988. The
initial lease was for three years and included five one-year renewal options.
The final renewal option expires October 1, 1996. The lease requires annual
rentals of $847,000 plus the payment of insurance and normal maintenance.
The Company also leases certain facilities from an affiliated company, UP
Electronics. The lease requires monthly rent payments of $2,917, including
taxes, insurance, utilities and maintenance. The lease contains one-year renewal
options through September 30, 1997.
Rent expense under all leases for the years ended December 31, 1995, 1994 and
1993 was approximately $905,000, $734,000, and $724,000, respectively.
===============================================================================
NOTE I - ACCRUED EXPENSES
Accrued expenses consist of the following at December 31:
<TABLE>
<CAPTION>
1995 1994
---------- ----------
<S> <C> <C>
Payroll . . . . . . . . . . . . . . . . . . . $ 153,051 $ 114,323
Profit-sharing . . . . . . . . . . . . . . . 407,177 350,000
Warranty claims . . . . . . . . . . . . . . . 500,000 500,000
Other . . . . . . . . . . . . . . . . . . . . 66,493 106,213
---------- ----------
$1,126,721 $1,070,537
========== ==========
</TABLE>
53
<PAGE> 54
HWH CORPORATION
NOTES TO FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 1995, 1994 AND 1993
===============================================================================
NOTE J - INCOME TAXES
The difference between income tax rates computed by applying the Federal
statutory income tax rate to income before provision for income taxes and the
effective income tax rate is reconciled as follows at December 31:
<TABLE>
<CAPTION>
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Federal statutory rate . . . . . . 34.0% 34.0% 34.0%
Other - net . . . . . . . . . . . . .6 (2.0) .5
---- ---- ----
Effective income tax rate . . . . . 34.6% 32.0% 34.5%
==== ==== ====
</TABLE>
The tax effects of existing temporary differences that give rise to significant
portions of the deferred income tax assets and liabilities at December 31 are as
follows:
<TABLE>
<CAPTION>
1995 1994
-------- --------
<S> <C> <C>
Deferred income tax assets:
Allowance for doubtful receivables . . . . . . $140,000 $140,000
Warranty claims . . . . . . . . . . . . . . . . 175,000 175,000
Uniform inventory capitalization . . . . . . . 80,000 65,000
Unrealized loss on investments . . . . . . . . - 84,000
-------- --------
Total deferred income tax assets . . . 395,000 464,000
Deferred income tax liabilities:
Unrealized gain on investments . . . . . . . . (22,000) -
Depreciation . . . . . . . . . . . . . . . . . (2,000) (1,000)
-------- --------
Total deferred income tax liabilities. (24,000) (1,000)
-------- --------
Net deferred tax assets . . . . . . . $371,000 $463,000
======== ========
</TABLE>
54
<PAGE> 55
HWH CORPORATION
NOTES TO FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 1995, 1994 AND 1993
===============================================================================
NOTE K - MAJOR CUSTOMERS
Net sales for the years ended December 31, 1995, 1994 and 1993 included sales to
the following major customers:
<TABLE>
<CAPTION>
Net Sales
---------------------------------------
1995 1994 1993
----------- ----------- -----------
<S> <C> <C> <C>
Customer A . . . . . . . . . . . . . $ 5,461,000 $ 4,810,000 $ 5,648,000
Customer B . . . . . . . . . . . . . 3,913,000 3,597,000 3,169,000
Customer C . . . . . . . . . . . . . 3,683,000 2,458,000 1,794,000
----------- ----------- -----------
$13,057,000 $10,865,000 $10,611,000
=========== =========== ===========
</TABLE>
At December 31, 1995, approximately 21% of total receivables was due from the
Company's most significant customer.
===============================================================================
NOTE L - STOCK PURCHASE PLAN
Under the provisions of a stock purchase plan, the Company has offered to
purchase its outstanding common stock at a price of $81 per share which is equal
to five times the after tax earnings per share, averaged over the past five
years. The total value of shares to be offered for purchase is determined
annually by the Board of Directors. This offer is effective through April 1,
1996.
===============================================================================
NOTE M - LITIGATION
The Company is a defendant in several lawsuits seeking monetary damages.
Management believes that the outcome of these lawsuits will not have a material
impact on the Company.
55
<PAGE> 56
HWH CORPORATION
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
================================================================================
<TABLE>
<CAPTION>
Additions charged to
Balance at -------------------- Balance
beginning Costs and Other at end of
Description of period expenses accounts Deductions(1) period
--------- --------- -------- ------------- ---------
<S> <C> <C> <C> <C> <C>
Allowance for doubtful receivables
Year ended December 31, 1995 $400,000 $ 18,112 $ - $ 18,112 $400,000
Year ended December 31, 1994 $330,000 $ 47,237 $ - $(22,763) $400,000
Year ended December 31, 1993 $330,000 $282,226 $ - $282,226 $330,000
Warranty reserve
Year ended December 31, 1995 $500,000 $421,467 $ - $421,467 $500,000
Year ended December 31, 1994 $500,000 $398,494 $ - $398,494 $500,000
Year ended December 31, 1993 $200,000 $656,687 $ - $356,687 $500,000
</TABLE>
- ----------
Note: (1) Uncollectible receivables charged off, net of recoveries.
56
<PAGE> 57
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Except for information concerning the Company's executive officers
which is included in Part I of this Report, the information required by Item 10
is incorporated by reference from the Company's definitive proxy statement to be
filed with the Commission on or before April 29, 1996 for the Company's 1996
annual shareholders' meeting.
ITEM 11. EXECUTIVE COMPENSATION
The information required by Item 11 is incorporated herein by reference
from the Company's definitive proxy statement to be filed with the Commission on
or before April 29, 1996 for the Company's 1996 annual shareholders' meeting.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by Item 12 is incorporated herein by reference
from the Company's definitive proxy statement to be filed with the Commission on
or before April 29, 1996 for the Company's 1996 annual meeting.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by Item 13 is incorporated herein by reference
from the Company's definitive proxy statement to be filed with the Commission on
or before April 29, 1996 for the Company's 1996 annual shareholders' meeting.
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this Report:
(1) Financial Statements of The Coast Distribution System
and Financial Statement Schedules: See Index to
Financial Statements on Page 19.
(2) Separate Financial Statements of HWH Corporation, a
50% or less owned person: See Index to Financial
Statements of HWH Corporation on Page 19.
(3) Exhibits:
57
<PAGE> 58
<TABLE>
<CAPTION>
Exhibit
Number
-------
<S> <C>
3.1* Articles of Incorporation of the Company, as currently in
effect.
3.2* Bylaws of the Company, as currently in effect.
10.1** Bank of America NT&SA Loan Agreement (Receivables and
Inventory).
10.2** Bank of America NT&SA Master Note.
10.3** Bank of America NT&SA Security Agreement (Receivables and
Inventory).
10.4** Bank of America NT&SA Security Agreement (Equipment and Farm
Products).
10.5** Continuing Guarantee of Indebtedness of Coast R.V., Inc. by
Coast Fabrication, Inc.
10.6** Continuing Guarantee of Indebtedness of Coast R.V., Inc. by
Thomas R. McGuire.
10.7** 1983 Employee Incentive Stock Option Plan.
10.8** Industrial Lease Agreement dated May 30, 1978.
10.10** Standard Lease Agreement dated July 19, 1983.
10.11 Agreement of Purchase and Sale dated September 13, 1984, among
the Company, Trailer Equipment Distributors, Inc. ("Tedco") and
its Principal Shareholder. (Incorporated by reference to the
same numbered exhibit in the Company's Current Report on Form
8-K dated September 26, 1984.)
10.12 Lease Agreement dated September 26, 1984, by and between the
Company and Tedco. (Incorporated by reference to the same
numbered exhibit in the Company's Current Report on Form 8-K
dated September 26, 1984.)
10.13 Option Agreement, with form of Real Estate Purchase Agreement
attached, relating to the warehouse and office facility being
leased by the Company from Tedco. (Incorporated by reference to
the same numbered exhibit in the Company's Current Report on
Form 8-K dated September 26, 1984.)
10.14 Bank Loan Agreement dated July 19, 1984, between the Company
and Bank of America NT&SA. (Incorporated by reference to the
same numbered exhibit in the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1984.)
10.15 Agreement of Purchase and sale dated May 3, 1985, between the
Company and Rogers Distributing Corporation. (Incorporated by
reference to the same numbered exhibit in the Company's
Quarterly Report on Form 10-Q for the quarter ended March 31,
1985.)
10.16 Stock Purchase Agreement dated April 29, 1985, among the
Company and certain purchasers named therein. (Incorporated by
reference to the same numbered exhibit in the Company's
Quarterly Report on Form 10-Q for the quarter ended March 31,
1985.)
10.17* Amended and Restated 1983 Employee Stock Option Plan.
</TABLE>
58
<PAGE> 59
10.18 Agreement of Purchase and Sale dated June 25, 1985, between
Coast R.V., Inc. and Coachmen Industries, Inc. (Incorporated by
reference to the same numbered exhibit in the Company's Current
Report on Form 8-K dated June 28, 1985.)
10.19 Loan and Security Agreement dated June 28, 1985, between Coast
R.V., Inc. and Mellon Financial Services Corporation.
(Incorporated by reference to the same numbered exhibit in the
Company's Current Report on Form 8-K dated June 28, 1985.)
10.20 Note Purchase Agreement dated June 27, 1985 relating to the
Company's 11.5% Convertible Subordinated Notes due 1993.
(Incorporated by reference to the same numbered exhibit in the
Company's Current Report on Form 8-K dated June 28, 1985.)
10.21 Amendment No. 2 dated February 29, 1988 to Loan and Security
Agreement between Coast R.V., Inc. and Mellon Financial
Services Corporation. (Incorporated by reference to the same
numbered exhibit in the Company's Annual Report on Form 10-K
dated March 28, 1988.)
10.22 Nonqualified Stock Option Plan - 1987. (Incorporated by
reference to Exhibit 4.1 in the Company's Registration
Statement on Form S-8 (File No. 33-15322) filed with the
Commission on June 25, 1987.)
10.23 1987 Employee Stock Purchase Plan. (Incorporated by reference
to Exhibit 4.1 in the Company's Registration Statement on Form
S-8 (File No. 33-18696) filed with the Commission on December
1, 1987.)
10.24 Agreement of Purchase and Sale of Assets dated as of March 24,
1988 entered into between the Company and SunWest Wholesale
Distributors. (Incorporated by reference to the same numbered
exhibit to the Company's Current Report on Form 8-K dated April
1, 1988.)
10.25 Note Agreement dated as of March 15, 1988 between the Company
and Massachusetts Mutual Life Insurance Company and MassMutual
Corporate Investors. (Incorporated by reference to the same
numbered exhibit to the Company's Current Report on Form 10-K
dated April 1, 1988.)
10.26 Stock Purchase Agreement dated as of May 22, 1989 relating to
the acquisition of shares of HWH Corporation. (Incorporated by
reference to the same numbered exhibit to the Company's Current
Report on Form 8-K dated May 24, 1989.)
10.27 Letter Agreement between Company and Furman Selz relating to
HWH Shares. (Incorporated by reference to the same numbered
exhibit to the Company's Current Report on Form 8-K dated May
24, 1989.)
10.28 Note Agreement dated as of June 1, 1989 among the Company and
Massachusetts Mutual Life Insurance Company, MassMutual
Participation Investors, and MassMutual Corporate Investors,
relating to sale and issuance of $14,000,000 of 10-year
Subordinated Notes and $1,000,000 of 6-year Convertible
Subordinated Notes. (Incorporated by reference to the same
numbered exhibit to the Company's Current Report on Form 8-K
dated August 17, 1989.)
59
<PAGE> 60
10.29 Asset Purchase Agreement dated as of August 17, 1989 which
provides for the acquisition of substantially all of the assets
of Griffin's Outboard Marine, Inc. (Incorporated by reference
to the same numbered exhibit to the Company's Current Report on
Form 8-K dated August 17, 1989.)
10.30 Amendment dated September 22, 1989 to Griffin's Outboard Marine
Asset Purchase Agreement. (Incorporated by reference to the
same numbered exhibit to the Company's Current Report on Form
8-K dated September 22, 1989.)
10.31 1993 Stock Option and Incentive Plan. (Incorporated by
reference to Exhibit 4.3 to the Company's Registration
Statement on Form S-8 (No. 33-64582) filed with the Commission
on June 17, 1993.)
10.32 Share Option Agreement dated as of March 19, 1993, among the
Company, H. Burden Limited ("Burden) and the shareholders of
Burden, pursuant to which the Company has acquired common
shares, and may acquire additional common shares, of Burden.
(Incorporated by reference from Exhibit 2.1 to the Company's
Current Report on Form 8-K dated April 29, 1994.)
10.33 Second Amended and Restated Loan Agreement between the Company
and Mellon Bank, together with First Amendment thereto
(Incorporated by reference to Exhibit 10.1 to the Company's
Quarterly Report on Form 10-Q for the Quarter ended June 30,
1995.)
10.34 Distribution Agreement dated October 11, 1995 between the
Company and Recreation Vehicle Products, Inc. (Incorporated by
reference to Exhibit 10.1 to the Company's Quarterly Report on
Form 10-Q for the Quarter ended September 30, 1995).
11.1 Statement re Computation of Earnings per Share
21 Subsidiaries.
23.1 Consent of Grant Thornton, Independent Certified Public
Accountants, re Consolidated Financial Statements of The Coast
Distribution System.
23.2 Consent of Grant Thornton, Independent Certified Public
Accountants, re Financial Statements of HWH Corporation.
24 Power of Attorney - Included on Signature Page
27 Financial Data Sheet
99.1 First Amended Complaint filed by the Company on October 4,
1991, in the U.S. Federal District Court, in the action
entitled The Coast Distribution System vs. Van American, Inc.,
et al. (Incorporated by reference to the same numbered exhibit
to the Company's Annual Report on Form 10-K filed for the
fiscal year ended December 31, 1991.)
99.2 Complaint filed by the Company on November 1, 1995
in the California Superior Court for the County of Santa
Clara, California, in the action entitled The Coast
Distribution System vs. Dometic Corporation et al.
60
<PAGE> 61
Compensation Plans and Arrangements
- -----------------------------------
1983 Employee Stock Option Plan, as amended -- See Exhibit 10.17 above.
Nonqualified Stock Option Plan - 1987 -- See Exhibit 10.22 above.
1987 Employee Stock Purchase Plan, as amended -- See Exhibit 10.32
above.
1993 Stock Option and Incentive Plan -- See Exhibit 10.31 above.
- ----------------
* Incorporated by reference to the same numbered exhibit in the
Company's Registration Statement on Form S-1 (File No. 33-4393) filed
with the Commission on March 28, 1986.
** Incorporated by reference to the same numbered exhibit in the
Company's Registration Statement No. 2-86420LA on Form S-18.
(b) There were no reports on Form 8-K filed by the Company during the
quarter ended December 31, 1995.
61
<PAGE> 62
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Dated: March 28, 1996 THE COAST DISTRIBUTION SYSTEM
By: /s/ Thomas R. McGuire
-------------------------------------
Thomas R. McGuire,
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report on Form 10-K has been signed below by the following persons in the
capacities and on the dates indicated.
Each person whose signature to this Report appears below hereby
appoints Thomas R. McGuire, Sandra A. Knell and David Berger, or any of them, to
act severally as attorneys-in-fact and agents, with power of substitution and
resubstitution, for each of them, to sign on his behalf, individually and in the
capacities stated below, and to file any and all amendments to this Annual
Report, which amendment or amendments may make changes and additions as such
attorneys-in-fact may deem necessary or appropriate.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Thomas R. McGuire Chairman of the Board of March 28, 1996
- -------------------------------------- Directors, Chief Executive
Thomas R. McGuire Officer and Director
/s/ Sandra A. Knell Executive Vice President March 28, 1996
- -------------------------------------- (Principal Financial and
Sandra A. Knell Principal Accounting Officer)
/s/ John E. Turco Director March 28, 1996
- --------------------------------------
John E. Turco
/s/ Louis B. Sullivan Director March 28, 1996
- --------------------------------------
Louis B. Sullivan
</TABLE>
S-1
<PAGE> 63
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Robert S. Throop Director March 28, 1996
- --------------------------------------
Robert S. Throop
/s/ Ben A. Frydman Director March 28, 1996
- --------------------------------------
Ben A. Frydman
/s/ Brian P. Friedman Director March 28, 1996
- --------------------------------------
Brian P. Friedman
</TABLE>
S-2
<PAGE> 64
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Page
------- ------------
<S> <C> <C>
3.1* Articles of Incorporation of the Company, as currently in effect. --
3.2* Bylaws of the Company, as currently in effect. --
10.1** Bank of America NT&SA Loan Agreement (Receivables and Inventory). --
10.2** Bank of America NT&SA Master Note. --
10.3** Bank of America NT&SA Security Agreement (Receivables and Inventory). --
10.4** Bank of America NT&SA Security Agreement (Equipment and Farm Products). --
10.5** Continuing Guarantee of Indebtedness of Coast R.V., Inc. by Coast Fabrication, Inc. --
10.6** Continuing Guarantee of Indebtedness of Coast R.V., Inc. by Thomas R. McGuire. --
10.7** 1983 Employee Incentive Stock Option Plan. --
10.8** Industrial Lease Agreement dated May 30, 1978. --
10.10** Standard Lease Agreement dated July 19, 1983. --
10.11 Agreement of Purchase and Sale dated September 13, 1984, among the Company, Trailer
Equipment Distributors, Inc. ("Tedco") and its Principal Shareholder. (Incorporated by
reference to the same numbered exhibit in the Company's Current Report on Form 8-K
dated September 26, 1984.) --
10.12 Lease Agreement dated September 26, 1984, by and between the Company and Tedco.
(Incorporated by reference to the same numbered exhibit in the Company's Current Report
on Form 8-K dated September 26, 1984.) --
10.13 Option Agreement, with form of Real Estate Purchase Agreement attached, relating to the
warehouse and office facility being leased by the Company from Tedco. (Incorporated by
reference to the same numbered exhibit in the Company's Current Report on Form 8-K
dated September 26, 1984.) --
</TABLE>
<PAGE> 65
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Page
------- ------------
<S> <C> <C>
10.14 Bank Loan Agreement dated July 19, 1984, between the Company and Bank of America NT&SA.
(Incorporated by reference to the same numbered exhibit in the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1984.) --
10.15 Agreement of Purchase and sale dated May 3, 1985, between the Company and Rogers
Distributing Corporation. (Incorporated by reference to the same numbered exhibit in
the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1985.) --
10.16 Stock Purchase Agreement dated April 29, 1985, among the Company and certain purchasers
named therein. (Incorporated by reference to the same numbered exhibit in the
Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1985.) --
10.17* Amended and Restated 1983 Employee Stock Option Plan. --
10.18 Agreement of Purchase and Sale dated June 25, 1985, between Coast R.V., Inc. and
Coachmen Industries, Inc. (Incorporated by reference to the same numbered exhibit in
the Company's Current Report on Form 8-K dated June 28, 1985.) --
10.19 Loan and Security Agreement dated June 28, 1985, between Coast R.V., Inc. and Mellon
Financial Services Corporation. (Incorporated by reference to the same numbered
exhibit in the Company's Current Report on Form 8-K dated June 28, 1985.) --
10.20 Note Purchase Agreement dated June 27, 1985 relating to the Company's 11.5% Convertible
Subordinated Notes due 1993. (Incorporated by reference to the same numbered exhibit
in the Company's Current Report on Form 8-K dated June 28, 1985.) --
10.21 Amendment No. 2 dated February 29, 1988 to Loan and Security Agreement between Coast
R.V., Inc. and Mellon Financial Services Corporation. (Incorporated by reference to
the same numbered exhibit in the Company's Annual Report on Form 10-K dated March 28,
1988.) --
10.22 Nonqualified Stock Option Plan - 1987. (Incorporated by reference to Exhibit 4.1 in
the Company's Registration Statement on Form S-8 (File No. 33-15322) filed with the
Commission on June 25, 1987.) --
10.23 1987 Employee Stock Purchase Plan. (Incorporated by reference to Exhibit 4.1 in the
Company's Registration Statement on Form S-8 (File No. 33-18696) filed with the
Commission on December 1, 1987.) --
10.24 Agreement of Purchase and Sale of Assets dated as of March 24, 1988 entered into
between the Company and SunWest Wholesale Distributors. (Incorporated by reference to
the same numbered exhibit to the Company's Current Report on Form 8-K dated April 1,
1988.) --
</TABLE>
<PAGE> 66
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Page
------- ------------
<S> <C> <C>
10.25 Note Agreement dated as of March 15, 1988 between the Company and Massachusetts Mutual
Life Insurance Company and MassMutual Corporate Investors. (Incorporated by reference
to the same numbered exhibit to the Company's Current Report on Form 10-K dated
April 1, 1988.) --
10.26 Stock Purchase Agreement dated as of May 22, 1989 relating to the acquisition of shares
of HWH Corporation. (Incorporated by reference to the same numbered exhibit to the
Company's Current Report on Form 8-K dated May 24, 1989.) --
10.27 Letter Agreement between Company and Furman Selz relating to HWH Shares. (Incorporated
by reference to the same numbered exhibit to the Company's Current Report on Form 8-K
dated May 24, 1989.) --
10.28 Note Agreement dated as of June 1, 1989 relating to sale and issuance of $14,000,000 of
10-year Subordinated Notes and $1,000,000 of 6-year Convertible Subordinated Notes.
(Incorporated by reference to the same numbered exhibit to the Company's Current Report
on Form 8-K dated August 17, 1989.) --
10.29 Asset Purchase Agreement dated as of August 17, 1989 which provides for the acquisition
of substantially all of the assets of Griffin's Outboard Marine, Inc. (Incorporated by
reference to the same numbered exhibit to the Company's Current Report on Form 8-K
dated August 17, 1989.) --
10.30 Amendment dated September 22, 1989 to Griffin's Outboard Marine Asset Purchase
Agreement. (Incorporated by reference to the same numbered exhibit to the Company's
Current Report on Form 8-K dated September 22, 1989.) --
10.31 1993 Stock Option and Incentive Plan. (Incorporated by reference to Exhibit 4.3 to the
Company's Registration Statement on Form S-8 (File No. 33-64582) filed with the
Commission on June 17, 1993.) --
10.32 Share Option Agreement dated as of March 19, 1993, among the Company, H. Burden
Limited ("Burden) and the shareholders of Burden, pursuant to which the Company has
acquired common shares, and may acquire additional common shares, of Burden.
(Incorporated by reference from Exhibit 2.1 to the Company's Current Report on Form 8-K
dated April 29, 1994.) --
10.33 Second Amended and Restated Loan Agreement between the Company and Mellon Bank,
together with First Amendment thereto (Incorporated by reference to Exhibit 10.1 to the
Company's Quarterly Report on Form 10-Q for the Quarter ended June 30, 1995.) --
10.34 Distribution Agreement dated October 11, 1995 between the Company and Recreation
Vehicle Products, Inc. (Incorporated by reference to Exhibit 10.1 to the Company's
Quarterly Report on Form 10-Q for the Quarter ended September 30, 1995). --
11.1 Statement re Computation of Earnings per Share 68
</TABLE>
<PAGE> 67
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Page
------- ------------
<S> <C> <C>
21 Subsidiaries. 69
23.1 Consent of Grant Thornton, Independent Certified Public Accountants, re Consolidated
Financial Statements of The Coast Distribution System. 70
23.2 Consent of Grant Thornton, Independent Certified Public Accountants, re Financial
Statements of HWH Corporation. 71
24 Power of Attorney - Included on Signature Page --
27 Financial Data Sheet 72
99.1 First Amended Complaint filed by the Company on October 4, 1991, in the U.S. Federal
District Court, in the action entitled The Coast Distribution System vs. Van American,
Inc., et al. (Incorporated by reference to the same numbered exhibit to the Company's
Annual Report on Form 10-K filed for the fiscal year ended December 31, 1991.) --
99.2 Complaint filed by the Company on November 1, 1995 in the California Superior Court
for the County of Santa Clara, California, in the action entitled The Coast Distribution
System vs. Dometic Corporation et al. 73
</TABLE>
<PAGE> 1
EXHIBIT 11.1
THE COAST DISTRIBUTION SYSTEM
Computation of Earnings Per Share
Year Ended December 31, 1995
<TABLE>
<CAPTION>
Primary Fully Diluted
Earnings Earnings
Per Share Per Share
---------- -------------
<S> <C> <C>
I. Weighted Average Shares Outstanding 5,101,117 5,101,117
II. Common Stock Equivalents 51,745 52,901
III. Other Dilutive Securities 51,712
---------- ----------
Average Number of Common and Common Equivalent Shares 5,152,862 5,205,730
========== ==========
Net Earnings $3,344,000 $3,344,000
Dividends paid on preferred stock of subsidiary (33,000) (33,000)
---------- ----------
Interest on convertible debt 26,890
Net earnings available to common shareholders $3,311,000 $3,337,890
========== ==========
Divided by Common and Equivalent Shares $0.64 $0.64
========== ==========
</TABLE>
<PAGE> 1
EXHIBIT 21
SUBSIDIARIES OF REGISTRANT*
<TABLE>
<CAPTION>
Name State of Incorporation
---- ----------------------
<S> <C>
Subsidiaries Incorporated in the United States:
- -----------------------------------------------
C/P Products Corp. . . . . . . . . . . . . . . . . . . Indiana
United Sales & Warehouse of Texas, Inc. . . . . . . . . Texas
Foreign Subsidiaries:
- ---------------------
The Coast Distribution System (Canada) Inc. . . . . . . Quebec, Canada
</TABLE>
- -------------------
* In accordance with the descriptions set forth in Paragraph (b) of Item 601
of Regulation S-K, there have been omitted those subsidiaries that, if
considered in the aggregate as a single subsidiary, would not constitute a
significant subsidiary as of December 31, 1995.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated March 1, 1996, accompanying the consolidated
financial statements and schedule of The Coast Distribution System and
Subsidiaries (the Company) included in the Company's Annual Report on Form 10-K
for the year ended December 31, 1995. We hereby consent to the incorporation by
reference of said report in the Company's Registration Statements on Forms S-8
(File Nos. 33-10769, 33-15322, 33-18696, 33-64582 and 33-86072, effective
December 12, 1986, June 25, 1987, December 1, 1987, June 17, 1993 and November
8, 1994, respectively) and on Form S-3 (File No. 33-33780, effective March 9,
1990).
GRANT THORNTON LLP
/s/ Grant Thornton LLP
San Jose, California
March 1, 1996
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated February 16, 1996, accompanying the financial
statements and schedules of HWH Corporation included in the Annual Report of The
Coast Distribution System and Subsidiaries (the Company) on Form 10-K for the
year ended December 31, 1995. We hereby consent to the incorporation by
reference of said report in the Company's Registration Statements on Forms S-8
(File Nos. 33-10769, 33-15322, 33-18696, 33-64582 and 33-86072, effective
December 12, 1986, June 25, 1987, December 1, 1987, June 17, 1993, and November
8, 1994, respectively) and on Form S-3 (File No. 33-33780, effective March 9,
1990).
GRANT THORNTON LLP
/s/Grant Thornton LLP
San Jose, California
March 25, 1996
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AS OF, AND THE STATEMANT OF INCOME FOR THE PERIOD ENDED DECEMBER 31, 1995
INCLUDED IN REGISTRANT'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED
DECEMBER 31, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH BALANCE
SHEET AND STATEMENT OF INCOME AND THE NOTES THERETO.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<CASH> 501
<SECURITIES> 0
<RECEIVABLES> 12,083
<ALLOWANCES> 937
<INVENTORY> 48,225
<CURRENT-ASSETS> 63,473
<PP&E> 6,133
<DEPRECIATION> 0
<TOTAL-ASSETS> 92,136
<CURRENT-LIABILITIES> 13,469
<BONDS> 38,376
584
0
<COMMON> 19,155
<OTHER-SE> 20,162
<TOTAL-LIABILITY-AND-EQUITY> 92,136
<SALES> 169,559
<TOTAL-REVENUES> 169,559
<CGS> 138,806
<TOTAL-COSTS> 161,066
<OTHER-EXPENSES> 3,067
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,249
<INCOME-PRETAX> 5,426
<INCOME-TAX> 2,082
<INCOME-CONTINUING> 3,344
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,344
<EPS-PRIMARY> .64
<EPS-DILUTED> .64
</TABLE>
<PAGE> 1
EXHIBIT 99.2
Joel Linzner (CSBN 077211)
Rita E. Tautkus (CSBN 162090)
CROSBY, HEAFEY, ROACH & MAY
Professional Corporation
1999 Harrison Street
P.O. Box 2084
Oakland, CA 94604-2084
Telephone: (510) 763-2000
Facsimile: (510) 273-8832
Attorneys for Plaintiff
THE COAST DISTRIBUTION SYSTEM, INC.,
a California corporation.
SUPERIOR COURT OF CALIFORNIA - COUNTY OF SANTA CLARA
THE COAST DISTRIBUTION SYSTEM, No. CV753561
INC., a California corporation,
COMPLAINT FOR:
Plaintiff, 1. BREACH OF WRITTEN CONTRACTS
2. ACCOUNTING
vs. 3. FRAUD
4. UNJUST ENRICHMENT
THE DOMETIC CORPORATION, an 5. BREACH OF WRITTEN CONTRACT
Indiana corporation and WHITE 6. MISAPPROPRIATION OF TRADE
CONSOLIDATED INDUSTRIES, INC., SECRETS
a Delaware corporation,
Defendants.
- -------------------------------------- ---------------------------------------
Plaintiff, The Coast Distribution System, Inc. ("Coast") alleges as
follows:
1. Coast is a California corporation with its principal place of
business in San Jose, California. Coast is in the business of distributing
recreational vehicle ("RV") replacement parts and accessory products to RV
dealers, supply stores and service centers throughout the United States and
Canada.
-1-
<PAGE> 2
2. Defendant, The Dometic Corporation, is a former Indiana corporation
with its principal place of business in Elkhart, Indiana. Upon information and
belief, Coast alleges that on December 31, 1994, The Dometic Corporation was
merged into its corporate parent, White Consolidated Industries, Inc., a
Delaware corporation with its principal place of business in Cleveland, Ohio.
White Consolidated Industries, Inc. continues to do business as The Dometic
Corporation and the disappearing corporation and the surviving corporation will
be referred to herein as "Dometic."
3. Dometic is (and at all relevant times has been) in the business of
manufacturing RV accessory products (awnings, air conditioners, microwave ovens
and refrigerators) and replacement parts for those products. Until the present
time, Dometic has brought its products to the market either by selling them
through RV manufacturers or through RV parts and accessories distributors such
as Coast.
4. Venue is proper in this Court because the contracts at issue in
this action were negotiated and executed in Santa Clara County and were to be
performed, in part, in Santa Clara County. Moreover, the fraudulent conduct
about which Coast complains occurred in Santa Clara County and it caused harm
to Coast in Santa Clara County.
FIRST CAUSE OF ACTION
---------------------
(BREACH OF WRITTEN CONTRACTS)
5. Coast incorporates by reference the allegations of paragraphs 1-4,
above.
6. On August 8, 1990, Coast and Dometic entered into a written
contract for the distribution of Dometic products by Coast. The contract was
-2-
<PAGE> 3
intended to memorialize the beginning of a "long term relationship" between
Coast and Dometic. The August 8, 1990 distributorship agreement was effective
October 1, 1990, for a one year period, but it was renewed by the parties in
1991, 1992, 1993 and 1994, each time for a two year period. Copies of the 1991,
1992, 1993 and 1994 distributorship agreements are attached as Exhibits A, B, C
and D, respectively.
7. Coast has performed all conditions, covenants and promises required
to be performed by Coast in accordance with the terms of the 1991, 1992, 1993
and 1994 distributorship agreements, except for those whose performance have
been excused or prevented by Dometic.
8. Beginning with the distributorship agreement effective October 1,
1991, each contract contained a covenant by Dometic in Paragraph 7 that "[i]f
Dometic reduces its pricing to any of its five (5) major customers during the
term of this contract the pricing to [Coast] will be reduced proportionally."
9. Coast is informed and believes, and on that basis alleges, that on
several occasions after October 1, 1991, includng occasions within four years
of the filing date of this action, Dometic reduced the prices it charged for RV
awnings, air conditioners, microwave ovens and refrigerators to some or all of
its five major customers. In breach of Paragraph 7 of the 1991, 1992, 1993 and
1994 distributorship agreements, Dometic failed to reduce proportionally the
prices it charged Coast for its awning, air conditioner, microwave oven and
refrigerator products.
-3-
<PAGE> 4
10. As a direct result of Dometic's breaches of Paragraph 7 of the
1991, 1992, 1993 and 1994 distributorship agreements, Coast has been damaged in
an amount presently unknown but, upon information and belief, estimated to be
in excess of $10 million.
SECOND CAUSE OF ACTION
----------------------
(Accounting)
11. Coast incorporates by reference the allegations of paragraphs 1-4
and 6-9, above.
12. The precise amount of money owed to Coast by Dometic pursuant to
Paragraph 7 of the 1991, 1992, 1993 and 1994 distributorship agreements cannot
be ascertained without a complete accounting of Dometic's books and records to
determine the identities of its five largest customers during the relevant
periods and the price reduction(s) each received on awnings, air conditioners,
microwave ovens or refrigerators.
THIRD CAUSE OF ACTION
---------------------
(Fraud)
13. Coast incorporates by reference the allegations of paragraphs 1-4
and 6-9, above.
14. Each time Dometic renewed the distributorship agreement with
Coast, it promised in Paragraph 7 of the written contracts that Dometic would
reduce Coast's prices proportionally if it reduced the prices it charged any of
its five major customers. The proportional price reductions which Dometic
promised to provide to Coast were a material term of the parties' bargain and
provided a substantial inducement to Coast to enter the distributorship
agreements.
-4-
<PAGE> 5
15. At the time Dometic entered the 1992, 1993 and 1994 distributorship
agreements with Coast, Dometic knew that it was in breach of Paragraph 7 of the
prior distributorship agreement and Dometic did not intend to perform the
promises set forth in Paragraph 7 of each new contract. Dometic made the false
promises about the price reductions it would grant Coast for the purpose of
inducing Coast to renew its distributorship for a series of successive two year
periods.
16. In entering the 1992, 1993 and 1994 distributorship agreements
with Dometic, Coast was unaware of the falsity of Dometic's Paragraph 7
promises and, in renewing the distributorship agreements for successive two
year periods, Coast justifiably relied upon Dometic's promises that Coasts'
prices would be reduced proportionally if Dometic reduced its prices to any of
its five major customers.
17. As a direct result of Dometic's fraudulent conduct, Coast has been
damaged in an amount exceeding $10 million.
18. Insofar as Dometic's fraudulent course of conduct has been willful
and malicious, Coast is entitled to an award of exemplary damages.
FOURTH CAUSE OF ACTION
----------------------
(Unjust Enrichment)
19. Coast incorporates by reference the allegations of paragraphs 1-4,
6-9 and 14-16, above.
20. As a result of the wrongful conduct alleged herein, Dometic has
unjustly retained money which, in the form of lower prices, rebates or
discounts,
-5-
<PAGE> 6
should have been paid to Coast. If would be inequitable to permit Dometic to be
unjustly enriched at Coast's expense. Dometic should be compelled to pay to
Coast all sums by which it has been unjustly enriched over the terms of the
1991, 1992, 1993 and 1994 distributorship agreements.
FIFTH CAUSE OF ACTION
---------------------
(Breach of Written Contract)
21. Coast incorporates by reference the allegations of paragraphs 1-4
and 6-7, above.
22. Beginning with the distributorship agreement effective October 1,
1991, each contract contained a representation and a covenant by Dometic in
Paragraph 9 that, "It is not Dometic's intent to increase its distribution base
during the life of this contract and will not, unless unforseen circumstances
arise."
23. Notwithstanding the express covenant in Paragraph 9 of the 1994
distributorship agreement that Dometic would not increase its distribution base
prior to the expiration of that contract on September 30, 1996, and the
contract's implied covenant of good faith and fair dealing, Dometic informed
Coast in August 1995 that it would bypass all of its distributors, including
Coast, and sell its RV accessory products and replacement parts directly to RV
dealers, supply stores and service centers beginning January 1, 1996. In
October 1995, Dometic informed Coast's major customers of its plan to bypass
Coast and sell direct and Dometic disparaged Coast's distributorship services.
Dometic's announced plan to sell its products directly to Coast's customers
beginning January 1, 1996 constitutes an anticipatory breach and repudiation of
the 1994 distributorship agreement.
-6-
<PAGE> 7
24. As a direct result of Dometic's breach of Paragraph 9 of the 1994
distributorship agreement and the implied covenant of good faith and fair
dealing, Coast will suffer lost sales of Dometic products and suffer losses in
an amount presently unknown but in excess of the jurisdictional minimum of this
Court.
SIXTH CAUSE OF ACTION
---------------------
(Misappropriation Of Trade Secrets)
25. Coast incorporates by reference the allegations of paragraphs 1-4
and 22-23, above.
26. At the time it negotiated and executed the 1990 distributorship
agreement, Dometic led Coast to believe that the parties would establish and
maintain a long term relationship whereby Coast would become the primary
warehouse distributor of Dometic's products in the United States. Pursuant to
the parties' agreement, Coast stopped distributing competing brands of RV
awnings, air conditioners, microwave ovens and refrigerators, concentrating on
the distribution and marketing of Dometic products. During the life of that
relationship, Dometic frequently referred to Coast as its "partner" and the
parties developed a mutual trust and confidence in one another for the purpose
of successfully promoting Dometic products.
27. To better distribute Dometic products, Coast developed -- at its
own expense -- an advanced computer system for taking orders, invoicing
customers and tracking sales at the point of purchase. Coast's computerized
system enabled it to develop a detailed customer list of 4,000 customers across
the United States and Canada (including the name of the individual responsible
for purchasing RV parts and accessories), their shippping addresses, their
billing address, prices and rebates. Coasts' computer system also tracked each
-7-
<PAGE> 8
customer's purchases and sales, by item, so that Coast is able to rank the
amount of business done with each customer in each of Coast's 13 regions.
28. Coast's customer information has been maintained by Coast as
confidential material and the organized data is not generally known or readily
ascertainable by the public through lawful means. Coast's confidential customer
information has actual and potential value to Coast's competitors who sell RV
parts and accessories to RV dealers, supply stores and service centers and it
constitutes a trade secret.
29. In the context of the confidential and the mutually dependent
distributor relationship between Coast and Dometic, Coast shared its
confidential customer information, and access to its computer system, with
Dometic. However, Coast never granted Dometic permission to use Coast's
confidential customer information for any purpose unrelated to the parties'
mutual performance of the written distributorship agreements.
30. Upon information and belief, Coast alleges that Dometic has
misappropriated Coast's confidential customer information by copying it and
using it to solicit Coast's most profitable customers to purchase Dometic goods
directly from Dometic. Dometic's plans to use Coast's confidential customer
information to identify those Coast customers who rank in the top 20% (measured
by volume) and, using the confidential information regarding Coast's prices,
terms and rebates to the particular customer, solicit them with more favorable
prices, terms and rebates.
31. The misappropriation and misuse of Coast's confidential customer
information by Dometic will provide Dometic with an unearned, competitive
-8-
<PAGE> 9
advantage and it will erode the deserved competitive advantage Coast should
enjoy against Dometic as Dometic attempts to enter the distribution market.
32. Coast has no adequate remedy at law for the injuries threatened as
a result of Dometic's misappropriation of Coast's trade secrets. Unless the
misappropriation of Coast's trade secrets is enjoined by the Court, Coast will
suffer irreparable harm to its competitive position and its customer
relationships.
33. As a proximate result of the misappropriation of Coast's trade
secrets, Coast has suffered damages in an amount presently unknown, but in
excess of the jurisdictional minimum of this Court.
34. Insofar as the misappropriation of Coast's trade secrets by
Dometic was willful and malicious, Coast is entitled to an award of exemplary
damages.
PRAYER FOR RELIEF
-----------------
WHEREFORE, Coast prays for judgment against Dometic as follows:
1. For an award of Coast's compensatory and consequential damages;
2. For a formal accounting of all gains, profits and advantages
derived by Dometic from its wrongful conduct;
3. For an award equal to the sum by which Dometic has been unjustly
enriched;
-9-
<PAGE> 10
4. For an award of exemplary damages;
5. For an award of interest at the legal rate;
6. For an award of Coast's reasonable attorneys' fees and costs of
suit; and
7. For such other and further relief as the Court deems appropriate.
DATED: October 31, 1995
CROSBY, HEAFEY, ROACH & MAY
Professional Corporation
By /s/ JOEL LINZNER
------------------------------------
Joel Linzner
Attorneys for Plaintiff
THE COAST DISTRIBUTION SYSTEM, INC.,
a California corporation
-10-
