HOLIDAY RV SUPERSTORES INC
10-Q, 1995-05-26
AUTO DEALERS & GASOLINE STATIONS
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                    SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON DC  20549


                                FORM 10-Q

     [X]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                  OF THE SECURITIES EXCHANGE ACT OF 1934

              For the Quarterly period ended April 30, 1995
   
                                    OR

     [ ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                  OF THE SECURITIES EXCHANGE ACT OF 1934

                      Commission File Number 0-16448

                   HOLIDAY RV SUPERSTORES, INCORPORATED


                           I.R.S. # 59-1834763

                    State of Incorporation:   Florida


                      Sand Lake West Executive Park
                         7851 Greenbriar Parkway
                         Orlando, Florida  32819

                              (407) 363-9211

           Indicate by check mark whether the registrant (1) has filed
     all reports by Section 13 or 15(d) of the Securities and 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

          As of May 22, 1995, Holiday RV Superstores, Incorporated had
     outstanding 7,395,700 shares of Common Stock, par value $.01  per
     share.

     <PAGE>
     <TABLE>
                                  PART I

                          Financial Information

     Item 1.  Financial Statements


          HOLIDAY RV SUPERSTORES, INCORPORATED AND SUBSIDIARIES
                  CONSOLIDATED CONDENSED BALANCE SHEETS
          _____________________________________________________

                                  ASSETS
                                 ________
     <CAPTION>                                  
                                              04/30/95       10/31/94
                                            (Unaudited)          
                                            ____________   ____________
     <S>                                   <C>             <C>                           
     Current:                                                                   
          Cash and cash equivalents         $  4,721,943   $  5,239,701
          Accounts receivable:                             
            Trade and contracts in transit     1,249,986      1,263,422
            Other                                486,254        293,055
          Inventories                         18,935,636     17,193,896
          Prepaid expenses                        53,667        146,854
          Deferred income taxes                   63,000         63,000
                                            ____________   ____________
                      
            Total Current Assets              25,510,486     24,199,928
                                                                  
     Property and Equipment,                                           
          less accumulated depreciation        2,202,730      1,710,567
                                                                  
     Rental Fleet,                                                     
          less accumulated depreciation            -----        531,280
                                                                  
     Other Assets, principally covenant
          not to compete                         429,968        483,031
                                            ____________  _ ___________
                                                                                                              
               TOTAL ASSETS                 $ 28,143,184   $ 26,924,806
                                            ============   ============
     <FN>
             See accompanying notes to the consolidated condensed 
               financial statements.
     </TABLE>

     <PAGE>
     <TABLE> 
               HOLIDAY RV SUPERSTORES, INCORPORATED AND SUBSIDIARIES
                     CONSOLIDATED CONDENSED BALANCE SHEETS
          _____________________________________________________
                                                                
                   LIABILITIES AND STOCKHOLDERS' EQUITY
                   ____________________________________             
     <CAPTION>                                
                                              04/30/95       10/31/94
                                            (Unaudited)                
                                            ____________  _____________
     <S>                                    <C>           <C>                      
     Current Liabilities:                                              
          Floor plan contracts              $ 13,643,322   $ 13,169,621
          Accounts payable                       681,632        683,069
          Customer deposits                      179,773        211,193
          Accrued expenses                       813,148        814,355
                                            ____________  _____________
                      
            Total Current Liabilities         15,317,875     14,878,238
                                                                  
                                                                  
                                                                  
     Deferred Income Taxes                        97,000         97,000
                                                                  
     Stockholders' Equity:                                             
          Common stock $.01 par - shares                               
            authorized 10,000,000; issued
            7,465,000 and 7,340,000               74,650         74,650
          Additional paid-in capital           5,069,842      5,069,842
          Retained earnings                    7,659,925      6,881,184
          Treasury stock, at cost, 69,300                              
            and 68,300 shares                    (76,108)       (76,108) 
                                             ____________   ____________
                                             
            Total Stockholders' Equity         12,728,309     11,949,568
                                             ____________   ____________                  
     TOTAL LIABILITIES AND                                             
            STOCKHOLDERS' EQUITY             $ 28,143,184   $ 26,924,806
                                             ============   ============
     <FN>
          See accompanying notes to the consolidated condensed financial
            financial statements.
     </TABLE>
           
     <PAGE>
     <TABLE>                     
           HOLIDAY RV SUPERSTORES, INCORPORATED AND SUBSIDIARIES
                CONSOLIDATED CONDENSED STATEMENTS OF INCOME
           _____________________________________________________
                                  (Unaudited)
                                 
   <CAPTIONS>                                              
                         Three Months Ended        Six Months Ended
                        04/30/95    04/30/94     04/30/95      04/30/94
                      ___________  ___________  ___________  ___________
   <S>                <C>          <C>          <C>          <C> 
   Sales and Service           
    Revenue           $23,958,041  $16,867,099  $39,491,710  $27,416,839
                                                                       
   Cost of Sales and  
    Service            19,874,279   14,402,341   32,771,536   23,338,668 
                      ___________  ___________  ___________  ___________
                                                                       
   Gross Profit         4,083,762    2,464,758    6,720,174    4,078,171
                                                                       
   Selling, General                                                    
    and Administrative
    Expenses            2,748,938    1,726,599    4,935,023    3,165,528
                      ___________  ___________  ___________  ___________ 
                                                                       
   Income from         
    operations          1,334.824      738,159    1,785,151      912,643
                                                                       
   Interest Income         75,500       33,872      170,179       84,616
   Interest Expense       361,593      164,282      691,084      295,521
                      ___________  ___________  ___________  ___________
                                                  
   Income before       
    income taxes        1,048,731      607,749    1,264,246      701,738
                                                                       
   Income Taxes           401,670      228,697      485,505      263,883
                      ___________  ___________  ___________  ___________
                                                 
   Net Income             647,061      379,052      778,741      437,855
                      ===========  ===========  ===========  ===========                                                 
   Earnings Per Share                                                     
    of Common Stock   $      0.09  $      0.05  $      0.11  $      0.06
                          
                      ===========  ===========  ===========  ===========                                                  
   Weighted Average                                                       
    Number of Common
    Stock and Common
    Stock Equivalents
    Outstanding         7,398,300    7,271,700    7,400,800    7,271,700
                      ===========  ===========  ===========   ==========              
   <FN>                                
           See accompanying notes to the consolidated condensed
              financial statements.
   </TABLE>
   
   <PAGE>
   <TABLE>    
           HOLIDAY RV SUPERSTORES, INCORPORATED AND SUBSIDIARIES
              CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
           _____________________________________________________
                                (Unaudited)
   <CAPTION>                             
                                                 SIX MONTHS ENDED
                                                     APRIL 30
                                                1995           1994
                                             ___________   ___________
   <S>                                       <C>           <C>
   Cash flows from operating activities:                             
     Cash received from customers            $39,287,931   $26,856,746
     Cash paid to suppliers and              
      employees                              (38,607,706)  (26,648,816)
     Interest received                           170,179        84,616
     Interest paid                              (610,217)     (274,667)
     Income taxes paid                          (348,648)     (187,588)
                                             ____________   ___________
                                                
     Net cash used for operating activities     (108,497)     (169,709)
                                                                  
   Cash flows from investing activities:                             
     Purchase of real property                  (546,490)         ----
     Purchase of equipment                       (38,121)       (4,644)
     Proceeds from the sale of rental                            
      fleet and equipment                        175,350        40,000
                                             ____________   ___________
   Net cash (used for) provided by                                   
     investing activities                       (409,261)       35,356
                                          
                                                                  
   Cash flows from financing activities:                             
     Repayment of capital lease obligations         ----        (3,035)
                                             ____________   ___________
                                             
   Net cash used for financing                      ----        (3,035)
                                              
   Net cash used for operating,                                    
    investing and financing activities          (517,758)     (137,388)
                                                                  
   Cash and cash equivalents, beginning     
    of year                                    5,239,701     4,961,425
                                             ___________   ___________                 
   Cash and cash equivalents, end of                     
    quarter                                  $ 4,721,943   $ 4,824,037
                                             ===========   ===========
   </TABLE>
   
   <PAGE>
   <TABLE> 
           HOLIDAY RV SUPERSTORES, INCORPORATED AND SUBSIDIARIES
        CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (CONCLUDED)
        __________________________________________________________
                              (Unaudited)
   <CAPTION>                             
                                                  SIX MONTHS ENDED
                                                       APRIL 30
                                                            
                                                 1995            1994
                                             ___________     ___________
   <S>                                       <C>             <C>                                        
   Reconciliation of net income to net                               
    cash provided by (used for) operating                             
    activities
                                                                  
    Net income                                $  778,741      $  437,855
                                                                   
   Adjustments to reconcile net loss to                            
    net cash used for operating activities:                               
                                                                  
   Depreciation and amortization                 169,622         180,164
   Gain on disposal of property and             ( 24,016)         (4,545)
    equipment and rental fleet
                                                                  
   Cash provided by (used for):                            
    Accounts receivable                         (179,763)       (555,547)
    Inventories                               (1,385,905)     (1,077,972)
    Prepaid expenses                              93,187          34,267
    Floor plan contracts                         473,701         813,441                    
    Accounts payable                              (1,437)        141,184
    Customer deposits                            (31,420)        (25,009)
    Accruals                                      (1,207)       (113,547)
                                              ___________     ___________                   
                                                                  
   Net cash used for operating activities:   ($  108,497)    ($  169,709)
                                              ===========     ===========       
                                
   <FN>                          
         See accompanying notes to the consolidated condensed
           financial statements.
   </TABLE>                             
   
   <PAGE> 

        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

     NOTE 1.

        The unaudited financial statements presented herein have been
     prepared in accordance with the instructions to Form 10-Q, and do
     not  include  all of the information and disclosures required  by
     generally   accepted  accounting  principles.   These  statements
     should  be read in conjunction with the financial statements  and
     notes  thereto included in the Company's Form 10-K for  the  year
     ended  October  31,  1994  The accompanying financial  statements
     have not been examined by an independent accountant in accordance
     with generally accepted auditing standards, but in the opinion of
     management,  such  financial statements include all  adjustments,
     consisting only of normal recurring adjustments and accruals, and
     intercompany  eliminations  necessary  to  summarize  fairly  the
     Company's financial position and results of operations.   Due  to
     the  seasonality  of  the  Company's  business,  the  results  of
     operations  for  six  months  ended  April  30,  1995   are   not
     necessarily  indicative of results to be expected for  the  three
     months or fiscal year.


     NOTE 2.   INVENTORIES
     <TABLE> 
       Inventories are summarized as follows:
     <CAPTION>                                                 
                       April 30, 1995       October 31, 1994
                       ______________       ________________
     <S>                <C>                    <C>                                     
     New Vehicles        $13,248,004            $13,055,627
     New Marine              440,466                422,615
     Use Vehicles          3,920,775              2,525,036
     Used Marine              58,160                 34,842
     Parts and 
      accessories          1,268,231              1,155,776
                         ___________            ___________

                         $18,935,636            $17,193,896
                         ===========            ===========
     </TABLE>
     NOTE: 3.  SUPPLEMENTAL CASH FLOW INFORMATION

        The  change  in inventory includes net non-cash  transfers  of
     rental vehicles from inventory in the amount of $364,532 for  the
     six  months ended April 30, 1995 and $120,274 for the six  months
     ended April 30, 1994.

     <PAGE>

     ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
               CONDITION AND RESULTS OF OPERATIONS

     MATERIAL CHANGES IN FINANCIAL CONDITION

         Certain   current  accounts,  such  as  accounts  receivable,
     inventories, and floor plan contracts, materially changed  during
     the period.  These changes are a result of normal seasonality  of
     the  business,  except  as discussed in the  financial  condition
     section of this report.


     FINANCIAL CONDITION AS OF APRIL 30,1995 COMPARED TO APRIL 30,1994
         
 
        The  Company continued to maintain a strong financial position
     and  high liquidity for the first six months of Fiscal 95.   Cash
     received  from customers and cash paid to suppliers and employers
     increased dramatically, as compared to Fiscal 94, primarily as  a
     result  of  the  additional cash flows from  two  RV  dealerships
     acquired   on   August  1,  1994  (Roseville   and   Bakersfield,
     California).     However,  total   cash  flows   from   operating
     activities was approximately the same as for Fiscal 94.

        The  company used $547,000 cash for investing activities,  the
     purchase  of real property, for the relocation of its  dealership
     in Bakersfield, California.

        The  net  result  to  the  Company's cash  position  from  all
     activities  was  a  decrease  of $518,000  resulting  in  a  cash
     position of $4.7 million as of April 30, 1995 as compared to $4.8
     million as of April 30, 1994.

        Net working capital increased to $10.2 million as of April 30,
     1995 compared to $9.3 million as of April 30, 1994.

        The  Company's  principal  long term  commitments  consist  of
     obligations  under  operating leases.  The Company  also   has  a
     contingent  liability  to repay a portion  of  agency  commission
     (referral   fees)  received  principally  from  certain   lending
     institutions  whereby the Company referred customers  to  one  or
     more  third  party  financing sources and  earned  referral  fees
     (agency  commissions) if the lender consummated a  loan  contract
     with the customer.  In some cases the Company is required to  pay
     back  (chargeback) a pro rata amount of the referral fee  to  the
     lender  if  the loan does not reach maturity for various  reasons
     such  as  foreclosure, refinancing, or loan pay-off, and only  if
     the  charge back amount exceeds reserves retained by the  lender.
     The  Company  records  agency commission income  based  upon  the
     amount  earned  less allowances for chargebacks.  In  determining
     the  allowance,  the Company takes into consideration  the  total
     customer  loans  outstanding  and  estimates  the  exposure   for
     potential  chargebacks associated with these loans.  The  Company
     <PAGE>

     estimates  the  probability for loan pay-offs and the  potential
     chargebacks  to  the Company related thereto.  The  Company  also
     considers  current and expected future economic  conditions,  the
     effects of the change in customer interest rates and the aging of
     all   customer   loans  outstanding  when  estimating   potential
     chargebacks to the Company.  Management  expects    the   current
     allowance  for  chargebacks  to  be  sufficient  to  repay   this
     chargeback  contingency  and  does   not   expect   the  ultimate
     liability to have a  significant  impact  of the liquidity of the
     Company.

        As  of April 30,1995 the Company had maximum borrowing  under
     the  floor  plan contracts of $25 million of which  approximately
     $11  million was not used.  Management believes that  during  the
     next  twelve months, cash generated by operating activities, cash
     and   cash   equivalents  currently  on  deposit  with  financial
     institutions  and financing currently available from  floor  plan
     financing  companies  will  be sufficient  for  its  capital  and
     operating needs.


     RESULTS OF OPERATIONS 


        RESULTS OF OPERATIONS FOR THREE MONTHS ENDED APRIL 30, 1995 
     COMPARED TO THREE MONTHS ENDED APRIL 30, 1994.      

       
        Sales and service revenue increased 42% to $24.0 million  from
     $16.9  million  primarily  due to revenue  from  two  dealerships
     acquired  from  Venture Out, on August 1,  1994,  (Roseville  and
     Bakersfield,  California) accounting  for  $6.0  million  of  the
     increase.   On  a  same  store basis, all major  revenue  sources
     increased, resulting in a total revenue increase of 7%.

        Cost  of sales, as a percentage of revenue, decreased to 83.0%
     from  85.4%.  

         Gross  profit  increased  65.7%  to  $4.1  million  from $2.5
     million.    As  a  percent  of  revenue,  gross profit  increased
     to  17.0%  from 14.6%.  This increase, dollars  and  percent, was
     primarily due to gross profit from the acquired stores accounting
     for $1.36 million  of $1.62  million  increase.  On  a same store
     basis,  gross  profit increased  13% primarily  due  to increased
     sales of  new  vehicles  and increased  net  agency  commissions,
     up 18% and 15% respectively. The  Company's management attributes
     these increases to strong new  vehicle  sales at  off  dealership
     consumer  shows. 
     <PAGE>

        Selling,  general and administrative (SG&A) expenses increased
     59%  to  $2.7 million from $1.7 million. As a percent of revenue,
     SG  &  A expenses increased to 11.5% from 10.2%.  On a comparable
     basis,  SG&A did not increase.  The Company's management  expects
     SG&A  to increase slightly for the remaining six months of Fiscal
     95,  on  a  comparable basis, due to planned increased  marketing
     expense.

        Income  from  operations  increased  81%  to  $1,335,000  from
     $738,000.   As  a  percent  of revenue,  income  from  operations
     increased to 5.6% from 4.4%.

        Interest income increased  123% to $75,500 from $33,800 due to
     a  higher  yield  on funds invested.  Interest expense  increased
     120% to $362,000 from $164,000 as a result of an increase in  the
     average balance for floor plan contracts and an increase  in  the
     rate  charged  on  the contracts.  Increased average  floor  plan
     contracts was primarily due to increased new inventories for  the
     two acquired dealerships.

        Income  before  income taxes increased 73% to $1,049,000  from
     $608,000.   As  a percent of revenue, income before income  taxes
     increased 4.4% from 3.6%.
 
        The  combined Federal and State income tax rate was  38.3%  in
     Fiscal 95 compared to 37.6% in Fiscal 94.  Income taxes for  both
     periods  varied  from the Federal statutory rates  due  to  state
     income taxes.

        Net  income  increased  71% to $647,061  from  $379,052.   Net
     income, as a percent of revenue, increased to 2.7% from 2.2%.

        Earnings per share increased to 9 cents from 5 cents.


        RESULTS OF OPERATIONS FOR SIX MONTHS ENDED APRIL 30, 1995
     COMPARED TO SIX MONTHS ENDED APRIL 30, 1994.
      

        The  sales  and service revenue increase 44% to $39.5  million
     from  $27.4 million primarily due to revenue from the  two  newly
     acquired  dealerships,  accounting  for  $9.6  million   of   the
     increased  revenue.  On  a same store basis,  all  major  revenue
     sources increased resulting in a total revenue increase of 9%.

        Cost of sales, as a percentage of revenue, decreased 83.0% from
     85.1%.

        Gross profit increased 40%  to $6.7 million from $4.1 million.
     As  a percentage of revenue, gross profit increased to 17.0% from
     14.9%.   This increase, dollars and percent,  was  due  to  gross
     profit from the  acquired  stores  accounting for $2.2 million of
     the $2.6 million increase.  On  a same store basis, gross  profit
     increased 13% primarily  due to increased  sales  of new vehicles
     <PAGE>

     and  increased  net  agency   commissions,   up   14%   an    28%
     respectively. The Company's management attributes these increases
     in both revenue  sources  to  strong  new  vehicle  sales  at off
     dealership  consumer  shows  in  the  second  quarter.

        Selling,  general and administrative (SG&A) expenses increased
     56%  to  $4.9  million  from $3.2 million.  As  a  percentage  of
     revenue,  SG&A  expenses decreased to 11.5%  from  12.5%.   On  a
     comparable   basis,  SG&A  did  not  increase.    The   Company's
     management expects SG&A to increase slightly for Fiscal 95, on  a
     comparable basis, due to planned increased marketing expense.

        Income  from  operations increased 96% to  $1.8  million  from
     $913,000.   As  a  percentage of revenue, income from  operations
     increased 4.5% from 3.3%.

        Interest income increased 101% to $171,000 from $85,000 due to
     a  higher  yield  on funds invested.  Interest expense  increased
     134% to $691,000 from $296,000 as a result of an increase in  the
     average balance floor plan contracts (accounting for 62%  of  the
     increase)  and  an increase in the rate charged on the  contracts
     (accounting  for 38% of the increase).  Increased  average  floor
     plan  contracts  were primarily due to increased new  inventories
     for the two acquired dealerships.

        Income  before  income  taxes increased 80%  to  $1,264,000  from
     $702,000.  As a percentage of revenue, income before income taxes
     increased 3.2% from 2.6%.

        The  combined Federal and State income tax rate were 38.4%  in
     Fiscal 95 compared to 37.6% in Fiscal 94.  Income taxes for  both
     periods  varied  from the Federal statutory rates  due  to  state
     income taxes.

        Net  income  increased  78% to $778,741  from  $437,855.   Net
     income, as a percentage of revenue increased to 2.0% from 1.6%.

        Earnings per share increased to 11 cents from 6 cents.

     <PAGE>

                                  PART II
                                
                             OTHER INFORMATION
                                                           
        There is no information to report under Items 1, 2, 3 and 5 of
     Part II of this report.


     Item 4.  Submission of  Matters to a Vote of Security Holders

        At  the  Annual Meeting of Shareholders held May 22, 1995  all
     members  of  the Board of Directors of the Company stood for  re-
     election and were re-elected, being the following individuals:

          Avie Abramowitz                    Joanne M. Kindlund
          Paul G. Clubbe                     Newton C. Kindlund
          Franklin J. Hitt                   James P. Williams
          Lawrence H. Katz                   W. Hardee McAlhaney
          Roy W. Parker                      G. Lee FitzGerald

        All   members  were  re-elected  without  opposition,  and  by
     unanimous vote.

        A resolution was unanimously adopted to continue the engagement
     of  the  accounting  firm of BDO Seidman  as  Independent  Public
     Accountant for the Company for the Fiscal Year ending October 31,
     1995.

        The  company did not solicit proxies for the meeting.  A total
     of 4,687,500 shares of Common Stock were represented and voted at
     the meeting.


     Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

        No  exhibits are required to be filed by the Company with this
     report.

        The  Company filed no report on Form 8-K for the three  months
     ended April 30, 1995.

     <PAGE>

                                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.


     Date                     HOLIDAY RV SUPERSTORES, INCORPORATED





     May 26,1995           /s/ Joanne M. Kindlund
                           ______________________________________
                           Joanne  M.  Kindlund,  Executive  Vice
                           President-Administration, Secretary/Treasurer
                           Principal Administrative Officer




     May 26,1995           /s/ W. Hardee McAlhaney
                           _____________________________________
                           W. Hardee McAlhaney, Vice President
                           Chief Financial Officer
                           Principal Financial and Accounting Officer




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