SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the First Quarter Ended July 31, 1996
Commission File No. 1-9471
-------------------------------------------------------------
CRUISE AMERICA, INC.
State of Florida I.R.S. No. 59-1403609
11 West Hampton Avenue
Mesa, Arizona 85210-5258
Telephone: (602) 464-7300
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 and Exchange Act
of 1934 during the preceding twelve (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 ninety (90) days.
YES X No
--------- ---------
Common Stock, $.01 Par Value
As of July 31, 1996, 5,749,568 shares of the registrants common stock were
outstanding of which 4,256,856 were held by non-affiliates of the registrant.
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TABLE OF CONTENTS
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CRUISE AMERICA, INC., AND SUBSIDIARIES
ITEM PAGE
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PART I
FINANCIAL INFORMATION
<TABLE>
<CAPTION>
1. FINANCIAL STATEMENTS
<S> <C>
Condensed Consolidated Balance Sheets............................................................................1
Condensed Consolidated Statements of Operations..................................................................3
Condensed Consolidated Statements of Cash Flows..................................................................4
Notes to Condensed Consolidated Financial Statements.............................................................5
2. Management's Discussion and Analysis of Consolidated Financial Condition
and Results of Operations........................................................................................6
3. Exhibits.........................................................................................................9
</TABLE>
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PART I. FINANCIAL INFORMATION
ITEM 1 FINANCIAL STATEMENTS
CRUISE AMERICA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
A S S E T S
(In thousands)
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<CAPTION>
Unaudited
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7/31/96 4/30/96
------------------------------------------------
<S> <C> <C>
Current Assets:
Cash and Cash Equivalents..................................................... $ 11,304 2,341
Accounts Receivable, Net...................................................... 2,555 4,056
Inventories................................................................... 11,503 11,752
Prepaid Expenses and Other Current Assets..................................... 1,266 889
--------------- ---------------
Total Current Assets................................................. 26,628 19,038
--------------- ---------------
Rental Vehicles............................................................... 119,757 79,094
Less Accumulated Depreciation................................................. 18,165 15,576
--------------- ---------------
Net Rental Vehicles.................................................. 101,592 63,518
--------------- ---------------
Property and Equipment........................................................ 17,603 17,426
Less Accumulated Depreciation................................................. 7,081 6,916
--------------- ---------------
Net Property and Equipment........................................... 10,522 10,510
--------------- ---------------
Deposits and Other Assets..................................................... 2,436 2,629
--------------- ---------------
$141,178 95,695
--------------- ---------------
</TABLE>
See accompanying notes to condensed consolidated financial statements.
1
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CRUISE AMERICA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
(In thousands except share data)
<TABLE>
<CAPTION>
Unaudited
------------------------------------------------
7/31/96 4/30/96
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<S> <C> <C>
Current Liabilities:
Floor Plan Contracts.......................................................... $ 2,298 2,245
Current Installments of Rental Vehicle Financing.............................. 33,950 10,723
Current Installments of Long-Term Debt........................................ 4,523 3,023
Accounts Payable and Accrued Expenses......................................... 3,875 1,980
Customer Deposits............................................................. 7,159 4,605
--------------- ---------------
Total Current Liabilities............................................ 51,805 22,576
--------------- ---------------
Rental Vehicle Financing, Excluding Current Installments...................... 38,363 29,561
Long-Term Debt, Excluding Current Installments................................ 17,867 19,412
Deferred Income Taxes......................................................... 3,494 684
Stockholders' Equity:
Preferred Stock $1.00 par value; 1,000,000 shares authorized, none
issued or outstanding......................................................... -- --
Common Stock $.01 par value, 15,000,000 shares authorized,
5,750,000 and 5,740,000 issued and outstanding at July 31, 1996 and
April 30, 1996 respectively................................................... 57 57
Additional Paid-in Capital.................................................... 24,981 24,953
Retained Earnings (Deficit)................................................... 5,334 (902)
Cumulative Translation Adjustment............................................. (723) (646)
--------------- ---------------
Total Stockholders' Equity........................................... 29,649 23,462
Contingencies.................................................................
--------------- ---------------
$141,178 95,695
--------------- ---------------
</TABLE>
See accompanying notes to condensed consolidated financial statements.
2
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CRUISE AMERICA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands except per share data)
<TABLE>
<CAPTION>
Three Months Ended
-------------------------------------------
7/31/96 7/31/95
-------------------------------------------
<S> <C> <C>
Rental Revenue............................................................. $24,163 19,408
Sales...................................................................... 6,833 9,148
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Total Revenue..................................................... 30,996 28,556
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Cost of Rentals............................................................ 7,574 6,022
Cost of Sales.............................................................. 5,806 7,729
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Total Costs....................................................... 13,380 13,751
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Gross Profit from Operations............................................... 17,616 14,805
Interest Expense........................................................... 1,891 1,770
Selling, General and Administrative Expenses............................... 6,679 6,202
------------- --------------
Earnings Before Income Taxes............................................... 9,046 6,833
Income Tax Expense ........................................................ 2,810 1,594
------------- --------------
Net Earnings............................................................... $ 6,236 5,239
------------- --------------
Earnings per Share (Primary and Fully Diluted)............................. $ 1.05 .92
------------- --------------
Shares Used in Calculation................................................. 5,924 5,700
------------- --------------
</TABLE>
See accompanying notes to condensed consolidated financial statements.
3
<PAGE>
CRUISE AMERICA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
<TABLE>
<CAPTION>
Three Months Ended
-------------------------------------------------
7/31/96 7/31/95
-------------------------------------------------
<S> <C> <C>
Cash Flows from Operating Activities:
Net Earnings......................................................... $ 6,236 5,239
Depreciation and Amortization........................................ 4,116 3,696
Increase in Deferred Income Taxes.................................... 2,810 1,594
Gain on Sale of Rental Vehicles...................................... (358) (277)
Decrease in Accounts Receivable...................................... 1,501 181
Decrease in Inventories.............................................. 249 2,141
Increase in Accounts Payable and Accrued Expenses.................... 1,895 1,193
Increase in Floor Plan Contracts..................................... 53 1,007
Increase (Decrease) in Customer Deposits............................. 2,554 (2,101)
Other, Net........................................................... (323) (668)
------------ ------------
Net Cash Provided by Operating Activities............................ 18,733 12,005
------------ ------------
Cash Flows from Financing Activities:
Proceeds from Rental Vehicle Borrowing............................... 44,291 34,912
Repayment of Rental Vehicle Borrowing................................ (12,262) (10,946)
Repayment of Long-Term Borrowing..................................... (45) (57)
Issuance of Stock.................................................... 28 27
------------ ------------
Net Cash Provided by Financing Activities............................ 32,012 23,936
------------ ------------
Cash Flows from Investing Activities:
Purchase of Rental Vehicles.......................................... (44,469) (35,781)
Proceeds from Rental Vehicle Sales................................... 2,864 2,650
Purchase of Property and Equipment................................... (177) (59)
------------ ------------
Net Cash Used in Investing Activities................................ (41,782) (33,190)
------------ ------------
Increase in Cash and Cash Equivalents...................................... 8,963 2,751
Cash and Cash Equivalents at April 30...................................... 2,341 3,091
------------ ------------
Cash and Cash Equivalents at July 31....................................... 11,304 5,842
------------ ------------
</TABLE>
See accompanying notes to condensed consolidated financial statements.
4
<PAGE>
CRUISE AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED JULY 31, 1996
NOTE 1.
In the opinion of management, the accompanying unaudited condensed consolidated
financial statements contain all the adjustments (principally consisting of
normal recurring accruals) necessary to present fairly the financial position of
Cruise America, Inc., and Subsidiaries (the Company) as of July 31, 1996, and
the results of operations for the three month periods ended July 31, 1995 and
1996.
Certain items in the prior year financial statements have been reclassified to
conform with the current period presentations.
NOTE 2.
Supplemental Disclosures of Cash Flow Information (in thousands):
Three Months Ended
------------------------------------
7/31/96 7/31/95
------------ ------------
Cash paid during the period for:
Income Taxes $ 0 0
------------ ------------
Interest on Borrowings $ 1,225 917
------------ ------------
NOTE 3.
The Company is a party to various claims, legal actions and complaints arising
in the ordinary course of business. In the opinion of management, the
disposition of these matters will not have a material adverse effect on the
financial condition of the Company.
5
<PAGE>
PART 1. FINANCIAL INFORMATION
ITEM 2
CRUISE AMERICA, INC. AND SUBSIDIARIES
Management's Discussion and Analysis of Consolidated
Financial Condition and Results of Operations
Three Months Ended July 31, 1996
This Quarterly Report on Form 10-Q contains forward looking statements.
Additional written or oral forward looking statements may be made by the Company
from time to time in filings with the Securities and Exchange Commission or
otherwise. Such forward looking statements are within the meaning of that term
in Section 27A of the Securities Act of 1933, as amended, and Section 21F of the
Securities Exchange Act of 1934, as amended. Such statements may include, but
not limited to, projections of revenues, income, or loss, capital expenditures,
plans for future operations, financing needs or plans, and plans relating to
products or services of the Company, as well as assumptions relating to the
foregoing.
Forward looking statements are inherently subject to risks and uncertainties,
some of which cannot be predicted or quantified. Future events and actual
results could differ materially from those set forth in, contemplated by, or
underlying the forward looking statements. Statements in the Quarterly Report,
including the Notes to the Condensed Consolidated Financial Statements and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," describe factors, among others, that could contribute to or cause
such differences. Additional factors that could cause actual results to differ
materially from those expressed in such forward looking statements are set forth
in Exhibit 99 to this Quarterly Report on Form 10-Q.
SEASONALITY
The Company's business is seasonal. In the first and second fiscal quarters, the
Company historically records profits. In the third and fourth quarters, the
Company historically records losses. The Company's purchases of motorhomes for
the rental fleet are also seasonal, with the majority of purchases being made in
the first and fourth fiscal quarters. Due to the seasonality of rental and sales
operations, certain accounts fluctuate from quarter to quarter.
LIQUIDITY AND CAPITAL RESOURCES
As of July 31, 1996, the Company had current liabilities in excess of current
assets in the amount of $25,177,000. The Company's working capital, as
presented, includes a significant portion of Rental Vehicle Financing. The
Company's working capital does not, however, include any portion of the related
assets--Rental Vehicles, even though a significant portion of these vehicles are
expected to be sold during the year through the Company's normal fleet rotation.
The Company estimates that if these assets were classified as current assets,
the Company would not have a working capital deficit.
The Company believes that, during the next year, cash generated from operations
and financing available from banks and other financial institutions will be
sufficient for its capital and operating needs.
THREE MONTHS ENDED JULY 31, 1996 AS COMPARED WITH
THREE MONTHS ENDED JULY 31, 1995
Rental Revenue for the quarter ended July 31, 1996, was $24,163,000 compared to
$19,408,000 for the quarter ended July 31, 1995. This improvement was due to a
29% increase in revenue days offset in part by a 4% decrease in revenue per day.
The increase in revenue days resulted from an increase in the size of the rental
fleet as well as an increase in utilization due to strong demand.
6
<PAGE>
Sales for the quarter ended July 31, 1996, were $6,833,000, compared to
$9,148,000, for the same period a year ago. The Company's wholesale sales in the
quarter were lower than in the same quarter of the prior year due in part to the
Company's conversion to a modular motorhome fleet, which has the effect of
extending the service life of the rental vehicle by replacing the chassis. Sales
were also affected by a continuing industry wide downturn in sales at retail.
Additionally, the Company returned some for-sale rental vehicles to its rental
fleet as well as some new units held for sale in response to the high rental
demand, reducing the number of vehicles available for sale during the quarter.
Cost of Rentals as a percentage of Rental Revenue was 31% in 1996 and 1995.
Economies of scale achieved through increased volume and utilization were offset
by a slight reduction in rates.
Cost of Sales as a percentage of Sales was 85% for the quarter ended July 31,
1996, compared to 84% in 1995. This increase is due to a slight change in the
mix of vehicles sold toward lower margin rental vehicle sales.
Interest Expense for the quarter ended July 31, 1996, was $1,891,000 compared to
$1,770,000 in 1995. This increase is due primarily to an increase in average
debt levels, offset in part by lower average interest rates.
Selling, General and Administrative Expenses were $6,679,000 in the first
quarter compared to $6,202,000 a year ago. This increase is due to increased
expenses incurred in order to meet the Company's increased rental demand.
Selling, General and Administrative Expenses as a percentage of Total Revenue
was 22% in 1996 and 1995.
7
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CRUISE AMERICA, INC.
September 6, 1996 Eric R. Bensen
-----------------------------
Eric R. Bensen
Vice President
Chief Financial Officer
September 6, 1996 Randall Smalley
-----------------------------
Randall Smalley
President
Chief Executive Officer
8
EXHIBIT 99
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS
The Company wishes to take advantage of the new "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995 and is filing this cautionary
statement in connection with such safe harbor legislation. The Company's Form
10-K, this Form 10-Q, any Form 8-K, or any other written or oral statements made
by or on behalf of the Company may include forward looking statements which
reflect the Company's current views with respect to future events and financial
performance. The words "believe," "expect," "anticipate," "intends," "forecast,"
"project," and similar expressions identify forward looking statements.
The Company wishes to caution investors that any forward looking statements made
by or on behalf of the Company are subject to uncertainties and other factors
that could cause actual results to differ materially from such statements. The
uncertainties and other factors include, but are not limited to, the Risk
Factors listed below (many of which have been discussed in prior SEC filings by
the Company). Though the Company has attempted to list the factors it believes
to be important to its business, the Company wishes to caution investors that
other factors may prove to be important in affecting the Company's results of
operations. New factors emerge from time to time and it is not possible for
management to predict all of such factors, nor can it assess the impact of each
such factor on the business or the extent to which any factor, or combination of
factors, may cause actual results to differ materially from forward looking
statements.
Investors are further cautioned not to place undue reliance on any forward
looking statements as they speak only of the Company's view as of the date the
statement was made. The Company undertakes no obligation to publicly update or
revise any forward looking statements, whether as a result of new information,
future events, or otherwise.
RISK FACTORS
General Economic Conditions
The Company's sales and rental businesses are affected by general economic
conditions, including employment rates, prevailing interest rates and other
economic conditions affecting disposable consumer income generally. While the
Company's modular motorhome concept has lessened the Company's reliance on the
sales portion of the business, weakness in the economy could still have an
adverse effect on the Company's business.
Geographic Concentration
The Company operates Hub rental and sales offices from 16 locations in the
United States and Canada. The Company also operates over 70 Satellite rental
centers, which are independently owned businesses that contract to rent the
Company's RVs. Although the geographic diversity of the Company's operations
lessens the impact of an economic downturn in any single region, the Company's
business could be adversely affected by economic conditions in particular
regions. The Company's most significant geographic concentrations of business
are in Canada, California, the Rocky Mountain corridor, the Pacific Northwest
(including Alaska) and the Southeastern United States.
Competition
The Company competes in the rental and sales of RVs with several firms, some of
which operate in multiple locations. In addition, in most markets in which the
Company operates there are local competitors that operate from single locations.
Significant competitive factors in the RV rental and sales industry include
price, service, reliability, quality of product, convenience, the ability to
offer one-way rentals and vehicle availability. The Company also competes with
other leisure and vacation activities, many of which are more visible and
familiar than the Company's product. Among other things, increased competition
could cause downward pressure on rental rates, decreased sales prices and lower
margins.
9
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Seasonality
The Company's business is seasonal. In the first and second fiscal quarters, the
Company historically records profits. In the third and fourth quarters, the
Company historically records losses. This is caused by a significant majority of
the demand for RV rentals occurring during the summer months. The Company's
purchases of RVs for the rental fleet are also seasonal, with the majority of
purchases being made in the first and fourth fiscal quarters. Due to the
seasonality of the Company's business, the Company believes that quarterly
comparisons of the results of operations during any fiscal year are not
necessarily meaningful and that results for any one fiscal quarter should not be
relied upon as an indication of future performance.
Dependence Upon Key Personnel
The Company's future success will depend upon the continued services of the
Company's senior management as well as the Company's ability to attract
additional members to its management team as and when necessary. The unexpected
loss of the service of any of the Company's key management personnel, or its
inability to attract new management when necessary, could have a material
adverse effect upon the Company. The Company has entered into employment
agreements (which include limited non-competition provisions) with certain of
its officers.
Regulation, Supervision, and Licensing
The Company's operations are subject to ongoing regulation, supervision and
licensing under various federal, state, provincial and local statutes,
ordinances and regulations. The Company believes it is in substantial compliance
with such laws. There can be no assurance, however, that the Company will be
able to remain in compliance with such laws, and any such failure could have a
material adverse effect on the operations of the Company. In addition, the
adoption of additional statutes and regulations, changes in the interpretation
of existing statutes and regulations, or the Company's entrance into
jurisdictions with more stringent regulatory requirements could have a material
adverse effect on the Company's business.
Currency Fluctuations
A significant portion of the Company's rental business is derived from
international tourists visiting North America. The majority of the Company's
international rental customers come from Europe, with others coming from
Australia, Africa and Asia. The exchange rates between the currencies of the
country of origin and the country of destination (the United States or Canada)
has an impact on the cost of the customer's vacation. Fluctuations in these
exchange rates could materially effect the amount of business the Company
derives from international customers.
Fuel Pricing and Availability
The Company's business, the rental and sales of RVs, is automotive in nature and
as such is dependent upon the availability of fuel. A decrease in the
availability of gasoline and the inability of the Company to convert its
vehicles to alternative fuels could have a material adverse effect on the
Company's business. Historically, increases in the price of gasoline have not
had a material impact on the Company's business, as long as there was no
concurrent decline in availability. However, future increases in the price of
gasoline could have a material effect on the Company's business.
Insurance Risk
The Company maintains a $15 million umbrella insurance policy insuring against
third party claims as a result of its rental and dealership operations. Each
claim is subject to a $250,000 self insured retention for which the Company is
liable. The frequency and severity of claims, as well as the availability and
cost of such insurance could adversely affect the Company's results of
operations. Management closely monitors these claims and historically has
experienced reasonable claims expense. There can be no assurance that this low
claims experience will continue, nor is there any assurance that umbrella
coverage will continue to be available at economic costs, if at all.
10
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Environmental Risks
The nature of any automotive business involves the handling of hazardous wastes
such as motor oil, fuel, paint and other chemicals. The Company seeks to adhere
to all existing laws and regulations for use, containment, record keeping and
disposal. Noncompliance with or changes to environmental regulations could
adversely affect the Company's business.
Dependence on External Financing
The Company has borrowed, and will continue to borrow, substantial amounts to
fund its operations from banks and other lenders. The Company's current
financings are under various notes and lines of credit with various terms,
renewal dates and numerous covenants that limit the Company's ability to
undertake certain transactions, require it to meet specified financial ratios,
and require it to comply with all laws relating to the Company's business. There
can be no assurance that the Company will be able to continue to satisfy the
terms and conditions of the various credit facilities and notes, or that credit
lines will be extended beyond their current expiration dates. Although the
Company believes that it is currently in compliance with the terms and
conditions of its borrowing agreements, a default thereunder could have a
material adverse effect on the Company's financial condition and results of
operations.
Suppliers
The Company is dependent upon various manufacturers for new vehicles and
chassis. Labor disruptions, strikes or other events affecting the manufacturers'
ability to deliver their products could adversely affect the Company's business.
Implementation of New Business Strategies
In recent periods, the Company has implemented certain new business strategies,
including the conversion to the use of modular motorhomes. The Company
anticipates that the use of modular motorhomes will enable it to extend the life
of the coach component of its motorhomes, enable it to reduce the purchase of
new complete RVs and reduce holding costs accordingly. The Company believes that
the cost savings associated with this program will more than offset the
resulting reduction in sales and gross profit from the resale of motorhomes,
although there can be no assurance in this regard. In addition, in an attempt to
offset the seasonality of its core RV sales and rental business, the Company has
begun the rental of shuttle buses, motorcycles and other specialty vehicles and
may pursue other business opportunities along these lines. The rental of these
vehicles requires distinct marketing and sales programs, and there can be no
assurance that these strategies will be successful in offsetting the seasonality
typically experienced by the Company.
Factors Inhibiting Takeover
The existence of the Company's outstanding preferred stock purchase rights,
which become exercisable after, among other events, a person or group acquires
20 percent or more, or makes a tender or exchange offer for 30 percent or more,
of the Company's Common Stock, as well as certain provisions of the Company's
Articles of Incorporation, Bylaws and Florida law, may delay, defer or prevent a
takeover attempt that a shareholder might consider in its best interest. The
Preferred Stock purchase rights, when exercisable, entitle the holders to
purchase Preferred Stock of the Company or, under certain circumstances,
securities of the Company or the acquiring entity, having a market value of
twice the exercise price. The Company's Articles authorize the Board to
determine the rights, preferences, privileges and restrictions of unissued
series of Preferred Stock, without any vote or action by the Company's
shareholders. Thus, the Board could authorize and issue shares of Preferred
Stock with voting or conversion rights that could adversely affect the voting or
other rights of holders of the Company's Common Stock or may have the effect of
delaying, deferring or preventing a change of control of the Company. The
Company's Bylaws establish certain advance notice procedures for nomination of
candidates for election as directors and for shareholder proposals to be
considered at annual shareholders' meetings. The Company is also subject to (i)
the Florida Control Share Act, which generally
11
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provides that shares acquired in excess of certain specified thresholds will not
possess any voting rights unless such voting rights are approved by a majority
vote of the corporation's disinterested shareholders, and (ii) the Florida Fair
Price Act, which generally requires supermajority approval by disinterested
directors or shareholders of certain specified transactions between a
corporation and holders of more than 10 percent of the outstanding shares of the
corporation (or their affiliates).
Possible Volatility of Stock Prices
The market price of the Company's common stock could be subject to significant
fluctuations in response to such factors as, among others, variations in the
anticipated or actual results of operations of the Company or other companies in
the RV sales and rental industry, changes in conditions affecting the economy or
the stock market generally or in the market for stocks in the Company's industry
group, analyst reports or general trends in the industry or related industries.
12
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<ARTICLE> 5
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> APR-30-1996
<PERIOD-END> JUL-31-1996
<EXCHANGE-RATE> 1
<CASH> 11,304
<SECURITIES> 0
<RECEIVABLES> 2,555
<ALLOWANCES> 0
<INVENTORY> 11,503
<CURRENT-ASSETS> 26,628
<PP&E> 137,360
<DEPRECIATION> 25,246
<TOTAL-ASSETS> 141,178
<CURRENT-LIABILITIES> 51,805
<BONDS> 56,230
0
0
<COMMON> 57
<OTHER-SE> 29,592
<TOTAL-LIABILITY-AND-EQUITY> 141,178
<SALES> 6,833
<TOTAL-REVENUES> 30,996
<CGS> 5,806
<TOTAL-COSTS> 13,380
<OTHER-EXPENSES> 6,679
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,891
<INCOME-PRETAX> 9,046
<INCOME-TAX> 2,810
<INCOME-CONTINUING> 6,236
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<EXTRAORDINARY> 0
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<EPS-PRIMARY> 1.05
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