HOLIDAY RV SUPERSTORES INC
10-Q, 1996-06-11
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, 1996

                                   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 30, 1996, Holiday RV Superstores, Incorporated
      had  outstanding 7,449,700 shares of Common Stock, par value $.01
      per share.
<PAGE>




                                TABLE OF CONTENTS

       Item                                                         Page

                                     Part I

                              Financial Information
<TABLE>
<CAPTION>
<S>                                                                  <C>
      1. Financial Statements....................................     3

         Consolidated Condensed Balance Sheets  .................     3
         
         Consolidated Condensed Statements of Income ............     5

         Consolidated Condensed Statement of Cash Flows..........     6

         Notes to Consolidated Condensed Financial
               Statements........................................     8

      2. Management's Discussion and Analysis of Financial
               Condition and Results of Operations...............     9



                                    Part II

                               Other Information


      4. Submission of Matters to a Vote of Securities Holders..     12


      6. Exhibits and Reports on Form 8-K.......................     12

</TABLE>
                                                                      2
<PAGE>

                                     PART I

                              Financial Information

    Item 1.  Financial Statements


             HOLIDAY RV SUPERSTORES, INCORPORATED AND SUBSIDIARIES
                    CONSOLIDATED CONDENSED BALANCE SHEETS

             _____________________________________________________


                                    ASSETS
                                   ________

<TABLE>
<CAPTION>
                                         04/30/96       10/31/95
                                        (Unaudited)          
                                        ___________    ___________ 
<S>                                   <C>            <C>
    Current:                                                           
    Cash and cash equivalents         $  3,689,416   $  4,012,860
    Accounts receivable:                             
     Trade and contracts in transit      1,852,931      1,434,936
     Other                                 280,597        428,718
     Inventories                        23,556,922     19,396,069
     Refundable income taxes                  ----         39,333
     Deferred income taxes                  49,000         49,000
                                        __________     __________        
          Total Current Assets        $ 29,428,866   $ 25,360,916
                                                                  
     Property and Equipment,                                           
      less accumulated depreciation      4,328,152      3,947,401
                                                                  
     Other Assets,                            
      principally covenant
          not to compete                   366,047        408,480
                                        __________     __________        
          TOTAL ASSETS                $ 34,123,065   $ 29,716,797
</TABLE>

  See accompanying notes to the consolidated condensed financial statements.

                                                                      3 
<PAGE>

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

                                
                     LIABILITIES AND STOCKHOLDERS' EQUITY
                    ______________________________________            
<TABLE>
<CAPTION>                                
                                          04/30/96        10/31/95
                                         (Unaudited)       
                                         -----------     -----------
<S>                                     <C>             <C>  
  Current Liabilities:                                              
      Floor plan contracts              $ 17,407,341    $ 13,966,923
      Accounts payable                     1,181,963         901,911
      Customer deposits                      264,988         101,661
      Accrued expenses                       742,866         946,886
      Current portion of capital lease   
        obligations                           47,003          35,750      
                                         ___________     ___________
                                                                  
         Total Current Liabilities        19,644,161      15,953,131
                                                                  
    Long Term Capital Lease Obligations      367,860         342,657
     less current portion                                          
                                                                  
    Deferred Income Taxes                      5,000           5,000
                                                                  
    Stockholders' Equity:                                             
     Common stock $.01 par -shares
      authorized 10,000,000;
      issued 7,465,000                        74,650          74,650 
     Additional paid-in capital            5,103,052       5,103,052
     Retained earnings                     9,007,868       8,340,177
     Less:                                                        
      Treasury stock, at cost,
      15,300 shares                          (18,193)       (18,193)
      Deferred compensation                  (61,333)       (83,677)
                                          ___________    ___________ 
 
        Total Stockholders' Equity       $ 14,106,044   $ 13,416,009
                                           __________     __________    
   TOTAL LIABILITIES AND                                             
      STOCKHOLDERS' EQUITY               $ 34,123,065   $ 29,716,797
                                          ===========     ===========
</TABLE>                                         
 See accompanying notes to the consolidated condensed financial statements.
                                
                                                                      4
<PAGE>
                                
            HOLIDAY RV SUPERSTORES, INCORPORATED AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF INCOME

            _____________________________________________________
                               (Unaudited)
<TABLE>
<CAPTION>                                
                              Three Months Ended        Six Months Ended

                             04/30/96    04/30/95     04/30/96     4/30/95
                           ___________  __________   __________   __________
<S>                      <C>          <C>          <C>          <C>
 Sales & Service Revenue $ 25,922,459 $ 23,958,041 $ 39,587,042 $ 39,491,710
                                                                       
 Cost of Sales And 
  Service                  21,663,210   19,874,279   32,788,430   32,771,536
                           ___________  __________   __________   __________  
 Gross Profit               4,259,249    4,083,762    6,798,612    6,720,174
                                                                       
 Selling, General And                                                   
  Administrative Expenses   2,932,648    2,748,938    5,158,499    4,935,023
                           __________   __________   __________   __________
  Income from operations    1,326,601    1,334,824    1,640,113    1,785,151
                                                                       
 Interest Income               94,382       75,500      182,753      170,179
 Interest Expense             327,386      361,593      715,675      691,084
                           __________   __________   __________   __________ 
  Income before             1,093,597    1,048,731    1,107,191    1,264,246
  income taxes
                                                                       
 Income Taxes                 433,655      401,670      439,500      485,505
                           __________   __________   __________   __________
 Net Income              $    659,942 $    647,061 $    667,691  $   778,741
                           ==========   ==========   ==========   ==========
 Earnings Per Share                                                     
  of Common Stock        $       0.09 $       0.09 $       0.09  $      0.11
                           ==========   ==========   ==========   ========== 
 Weighted Average                                                       
 Number of Common Stock and
 Common Stock Equivalents
 Outstanding                7,457,000     7,398,300     7,505,000  7,400,800
                           ==========    ==========    ========== ==========  
</TABLE>                                
   See accompanying notes to the consolidated condensed financial statements.
    
                                                                      5
<PAGE>                                    
             HOLIDAY RV SUPERSTORES, INCORPORATED AND SUBSIDIARIES
                CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
            _______________________________________________________
                                   (Unaudited)
<TABLE>
<CAPTION>    
                                                 SIX MONTHS ENDED
                                                      APRIL 30
                                             1996              1995
                                        _____________      _____________
<S>                                    <C>                <C>
 Cash flows from operating activities:                             
  Cash received from customers          $ 39,319,985       $ 39,287,931
  Cash paid to suppliers and employees   (38,211,694)       (38,607,706)
   Interest received                         182,753            170,179
   Interest paid                            (712,307)          (610,217)
   Income taxes paid                        (420,016)          (348,684)  
                                        ____________       ____________
                                                
   Net cash provided by (used for)                  
    operating activities                     158,721           (108,497)
                                        ____________       ____________      
                                                                  
 Cash flows from investing activities:                             
  Purchase of real property                     ----            (546,490)
  Purchase of property,
    plant and equipment                     (461,972)            (38,121)  
  Proceeds from the sale
    of rental fleet                             ----             175,350
                                        _____________      _____________ 
 Net cash used for
   investing activities                    (461,972)            (409,261)

 Cash flows from financing activities:  _____________      _____________
   Repayment of capital lease 
     obligations                            (20,193)                ----    
                                        _____________      _____________

 Net cash used for financing activities     (20,193)                ----   

   Net cash used for operating,
     investing and financing activities    (323,444)            (517,758)
                                                                  
 Cash and cash equivalents, beginning                          
   of period                              4,012,860            5,239,701      
                                       _____________        _____________   
 Cash and cash equivalents,
   end of period                       $  3,689,416          $  4,721,943
                                       =============        =============   
</TABLE>                                
                                
 See accompanying notes to the consolidated condensed financial statement.
                                                                      6
<PAGE>
                                               
            HOLIDAY RV SUPERSTORES, INCORPORATED AND SUBSIDIARIES
               CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
           _______________________________________________________
                                 (Unaudited)
                                                      SIX MONTHS ENDED
                                                           APRIL 30
                                                            
                                                     1996          1995
                                                 ___________   ___________     
<TABLE>
<CAPTION>      
<S>                                              <C>           <C>
 Reconciliation of net income to net cash
  provided by (used for) operating activities:
                                                                  
  Net income                                     $   667,691   $   778,741
                                                                   
  Adjustments to reconcile net income to net cash
   provided by (used for) operating activities:
                                                                  
  Depreciation and amortization                      192,129       169,622
  (Gain) loss on disposal of property and
   equipment and rental fleet                          2,817       (24,016)
 
      Cash provided by(used for):                            
        Accounts receivable                         (269,874)     (179,763)
        Inventories                               (4,160,853)   (1,385,905)
        Prepaid expenses                              39,333        93,187
        Other Assets                                   7,701         ----
        Floor plan contracts                       3,440,418       473,701
        Accounts payable                             280,052        (1,437)
        Customer deposits                            163,327       (31,420)  
        Accruals                                    (204,020)       (1,207)
                                                   __________     __________  
                                                                  
 Net cash provided by (used for) operating 
   activities:                                   $   158,721    $ (108,497)  
                                                   ==========     ==========    
</TABLE>
 See accompanying notes to the Consolidated Condensed Financial Statements.

                                                                      7
<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, 1995. 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 inter-company  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 three and six months ended April 30, 1996 are
 not necessarily indicative of results to be expected for the fiscal year.


 NOTE 2.   INVENTORIES

    Inventories are summarized as follows:
<TABLE>
<CAPTION>                                                                    
                        April 30, 1996       October 31, 1995
                        ______________       ________________
<S>                     <C>                     <C>                        
  New Vehicles           $17,763,506            $14,307,290
  New Marine                 600,356                511,044
  Used Vehicles            3,651,713              3,273,885
  Used Marine                100,634                 40,464
  Parts and Accessories    1,440,713              1,263,386
                         ____________          ____________
                         $23,556,922            $19,396,069
                        =============         =============
</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.

                                                                      8
<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 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, 1996 compared to April 30, 1995.

   The Company continued to maintain a strong financial position and high
 liquidity for the first six months of Fiscal 96.  There were no significant
 changes  in the  net cash flows for  operating, investing and  financing
 activities.   Purchase of plant and equipment for the new Las Cruces,
 New Mexico dealership, and the relocation of the Bakersfield, California
 dealership in Fiscal 96, used $462,000,  and  the  purchase  of  the  real
 estate  for Bakersfield, California dealership in Fiscal 95 used $546,000.

   Currently, there are no  commitments for significant uses of cash for
 investing activities.

   The net result to the Company's cash position from all activities was a
  decrease  of $323,000 resulting in a cash position of $3.7 million as of
  April 30, 1996 as compared to $4.7 million as of April 30, 1995.

   Net working capital decreased to $9.8 million as of April 30,1996 compared
 to $10.2 million as of April 30, 1995.

   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 payback (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 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 on the liquidity of the Company.

                                                                      9
<PAGE>
   As of April  30,  1996  the  Company  increased  it's  maximum  borrowing
 availability, under the floor plan contracts, to $52 million,  of which
 approximately $34 million was not used.  This increase  resulted from the
 addition of floor plan  credit  lines from two financial institutions. The
 Company's management strategy  is to  diversify  its credit  sources, and
 increase it's  credit  availability  to  finance  future  expansions  or
 acquisitions. Management  believes 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 financing companies will be  sufficient for its capital and operating
 needs.

 RESULTS OF OPERATIONS

   Results  of operations for three months ended April 30, 1996 compared to
 the three months ended April 30, 1995.

   Sales  and  service revenue  increased 8% to  $25.9 million  from $24.0
 million.  This increase was due to revenue  from the  new Las Cruces, New
 Mexico dealership which opened in October, 1995. On a same dealership basis,
 sales and service revenue decreased  5%, primarily as a result of a decline
 nationwide in the sale of  new recreation  vehicles (RVs).  According to the
 Recreation Vehicle Industry Association (Reston, VA), towables and motorhome
 RV shipments to dealers has declined 6.2% for the three month period ended
 March, 1996.

   Gross profit increased 4% to $4.3 million from $4.1 million. As a percent
 of revenue, gross profit decreased to 16.4% from 17.0%  primarily due to
 lower gross profits from the sale of  new RVs.
  
   Selling,  general and administrative (SG&A) expenses increased 7% to $2.93
 million from $2.75 million due to the expenses of the new  Las  Cruces
 dealership.  On a same  dealership  basis  SG&A decreased 4%.

   Income from operations remained the same at $1.33 million.

   Income  before  income taxes increased 4% to  $1,094,000  from $1,049,000.
 As a percent of revenue, income before income  taxes decreased slightly to
 4.2% from 4.4%.

   The  combined Federal and State income tax rate was  39.7%  in Fiscal 96
 compared to 38.3% in Fiscal 95.

   Net  income  increased 2% to $660,000  from  $647,000.   As  a percent  of
 revenue, net income decreased slightly to  2.5%  from 2.7%.

   Earnings per share were the same for both periods, 9 cents.

                                                                     10
<PAGE>
 
 Results  from operations for the six months ended April 30, 1996 compared to
 the six months ended April 30, 1995.

   Sales and service revenue increased slightly to  $39.6 million from  $39.5
 million.   On a same dealership basis, sales and service revenue decreased
 9%,  primarily as a result of a decline nationwide in the sale of RVs.

   Gross  profit increased 1% to $6.8 million from $6.7 million. On  a  same
 dealership basis,  gross profit decreased 11%.  As a  percent of revenue, 
 gross profit increased to  17.2% from  17.0%. However, this  percentage
 decreased in the quarter ended April 30, 1996, as compared to April 30, 1995
 due to lower  gross  profits  from  the sale  of new RVs.  The Company's
 management expects this trend to continue through the remaining quarters of
 Fiscal 96 due to increased competition resulting from  a nationwide decrease
 in the sale of new RVs.

   Selling, general and administrative (SG&A) expenses increased 4.5% to $5.2
 million compared to  $4.9 million as a result of the additional  expenses
 for  the new Las  Cruces  dealership  which opened  in  October,  1995.
 On a same  dealership  basis,  SG&A decreased 5%.

   Income from operations decreased 8% to $1.63 million from $1.79 million.
 As a percent of revenue, income from operations decreased to 4.1% from 4.5%.

   Income before income taxes decreased 12.4% to $1,107,000  from $1,264,000.
 As a percent of revenue, income before income  taxes decreased to 2.8% from
 3.2%.

   The  combined Federal and State income tax rate was  39.7% in Fiscal 96
 compared to 38.4% in Fiscal 95.

   Net  income  decreased 14.3% to $667,691 from $778,741.  Net income, as a
 percent of revenue decreased to 1.7% from 2.0%.

   Earnings per share decreased to 9 cents from 11 cents.

                                                                     11
<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 20, 1996 the following
 individuals were elected to the board of Directors:

     Paul G. Clubbe                     Joanne M. Kindlund
     Roy W. Parker                      Newton C. Kindlund
     Harvey M.. Alper                   W. Hardee McAlhaney
     James P. Williams


   A resolution was unanimously adopted to continue the engagement of the
 accounting firm of BDO  Seidman, LLP as  Independent  Certified  Public
 Accountant for the Company for the Fiscal Year ending October 31, 1996.

   The  company did not  solicit proxies  for the meeting.  A total  of
 4,491,930 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, 1996.

                                                                     12
<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


 June 6, 1996                      /s/ Newton C. Kindlund
                                   _____________________________
                                   Newton C. Kindlund, President
                                   Chief Executive Officer
                                   Principal Executive Officer


 June 6, 1996                      /s/ W. Hardee McAlhaney
                                   ___________________________________
                                   W. Hardee McAlhaney, Vice President
                                   Chief Financial Officer
                                   Principal Financial and Accounting Officer

                                                                     13
<PAGE>
               

<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          OCT-31-1996
<PERIOD-START>                             NOV-01-1995
<PERIOD-END>                               APR-30-1996
<CASH>                                            3689
<SECURITIES>                                         0
<RECEIVABLES>                                     2134
<ALLOWANCES>                                         0
<INVENTORY>                                      23557
<CURRENT-ASSETS>                                 29429
<PP&E>                                            5334
<DEPRECIATION>                                    1006
<TOTAL-ASSETS>                                   34123
<CURRENT-LIABILITIES>                            19644
<BONDS>                                              0
                                0
                                          0
<COMMON>                                            75
<OTHER-SE>                                       14031
<TOTAL-LIABILITY-AND-EQUITY>                     34123
<SALES>                                          39587
<TOTAL-REVENUES>                                 39587
<CGS>                                            32788
<TOTAL-COSTS>                                    32788
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 716
<INCOME-PRETAX>                                   1107
<INCOME-TAX>                                       439
<INCOME-CONTINUING>                                668
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       668
<EPS-PRIMARY>                                      .09
<EPS-DILUTED>                                      .09
        

</TABLE>


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