REXHALL INDUSTRIES INC
10-Q/A, 1996-06-19
MOTOR HOMES
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                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549



                                 FORM 10-Q



            Quarterly Report Pursuant to Section 13 or 15(d) of
                    the Securities Exchange Act of 1934



  For Quarter Ended March 31, 1996        Commission file number: 0-17824


                          REXHALL INDUSTRIES, INC.


           (Exact name of Registrant as specified in its charter)
               California                         95-4135907
       (State of Incorporation)     (IRS Employer Identification No.)


           46147 7th Street West, Lancaster  California     93534
          (Address of principal executive offices)      (Zip Code)


                               (805) 726-0565
            (Registrant's telephone number, including area code)



Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 
1934 during the preceding 12 months (or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days. Yes   x    No _____.

                    Applicable only to Corporate Issuers
                                                                               
State the number of shares outstanding of each of the issuer's classes of 
common equity, as of the latest practicable date:  2,626,030 as of 5/1/96.

<PAGE>

                         REXHALL INDUSTRIES, INC.

                                  INDEX

PART 1 - FINANCIAL INFORMATION                            PAGE NUMBER

  Item 1.

  Financial Statements:

     Balance Sheets at March 31, 1996                          3
     and December 31, 1995

     Statements of Operations for the 
     three months ended March 31,1996
     and March 31, 1995                                        4

     Statements of Cash Flows for the 
     three months ended March 31, 1996
     and March 31, 1995                                        5

     Notes to Condensed Financial Statements
     as of March 31, 1996                                      6

  Item 2.

  Management's Discussion and Analysis of  
  Financial Condition and Results of Operations             7, 8      

PART II - OTHER INFORMATION

   
  Item 6.

  Exhibits and reports on Form 8-K                             8

  
  Reports on Form 8-K.  No reports on Form 8-K have
  been filed during the quarter for which this report
  is filed.

  Signatures                                                   9

                                                               
  Exhibits - Exhibit 11  Computation supporting               10 
  earnings per common and common equivalent share
  amounts

<PAGE>     

                                               (Audited)         (Unaudited)
                                              December  31          Mar 31
PART I - FINANCIAL INFORMATION                   1995                1996    

 Item 1. - Financial Statements

  REXHALL INDUSTRIES, INC.
  CONDENSED BALANCE SHEETS


 Assets:

 Current Assets:    
    Cash and Short Term Investments          $1,998,000            $1,146,000
    Accounts Receivable                       5,063,000             5,177,000
    Inventories                               8,651,000            10,245,000
    Other Current Assets                        163,000                17,000
    Deferred Income Taxes                       286,000               279,000
    Total Current Assets                     16,161,000            16,864,000
    Property and Equipment - Net              3,807,000             4,081,000
    Other Assets                                  7,000                 7,000
       
    TOTAL ASSETS                            $19,975,000           $20,952,000

 Liabilities and Shareholders' Equity:

   Current Liabilities: 
    Accounts Payable                         $5,747,000            $5,542,000
    Warranty Allowance                          311,000               311,000
    Reserve for Self-Insurance                  365,000               335,000
    Other Accrued Liabilities                   469,000             1,853,000
    Income Taxes Payable                          -0-                 227,000
    Total Current Liabilities                 6,892,000             8,268,000
    Deferred Income Tax Liabilities               6,000                  -0-   
    Long Term Debt                              852,000                  -0-   
    Total Liabilities                       $ 7,750,000           $ 8,268,000
                                  
   Shareholders' Equity:
    Preferred Stock - no par value;
    Authorized 1,000,000 shares; no
    shares outstanding at Mar 31,
    1996 and December 31, 1995    
    
    Common Stock - no par value;  
    Authorized 10,000,000 shares;
    Outstanding 2,626,030 shares
    at May 1, 1996 and 2,501,000
    shares at December 31, 1995             $ 6,461,000             6,461,000
    Retained Earnings                         5,764,000             6,223,000
       Total Shareholders' Equity            12,225,000            12,684,000
       TOTAL LIABILITIES AND
       SHAREHOLDERS' EQUITY                 $19,975,000           $20,952,000

<PAGE>

PART I - FINANCIAL INFORMATION

  Item 1. - Financial Statements
  REXHALL INDUSTRIES, INC.
  CONDENSED STATEMENTS OF OPERATIONS
  (UNAUDITED)

                                                 Three Months Ended
                                     Mar. 31, 95                  Mar. 31, 96
                                                                        
 Sales                               $ 15,281,000                  15,071,000

 Cost of Sales                         13,109,000                  12,840,000
                                                     
 Gross Profit                           2,172,000                   2,231,000

 Selling, General, Administrative
 Expenses and Other Expenses            1,410,000                   1,477,000

 Income Before Taxes                      762,000                     754,000

 Income Taxes                             305,000                     293,000

 Net Income                           $   457,000                 $   461,000

 Net Income Per Common Share          $       .18                 $       .18

 Weighted Average Number of
 Common Shares Outstanding             $2,528,000                  $2,606,027


Subsequent Event:  Considering the 5% stock dividend paid on 4/17/96, the 
following reflects Net Income per Common Share

Net Income per Common Share           $       .17               $         .17

Weighted Average Number of Common       2,654,400                   2,736,328
Shares Outstanding

<PAGE>

PART I - FINANCIAL INFORMATION

  Item 1. - Financial Statements

  REXHALL INDUSTRIES, INC.
  CONDENSED STATEMENTS OF CASH FLOWS
  FOR THE THREE MONTHS ENDED MARCH 31, 1995 AND 1996

                                                   1995                1996
CASH FLOWS FROM OPERATING ACTIVITIES:

Net Income                                       $ 458,000          $ 461,000 
Adjustments to reconcile net income to net cash  
provided(used)by operating activities:
Depreciation and amortization                       29,000            100,000 
(Increase)Decrease in accounts receivable         (424,000)           561,000 
(Increase)Decrease in inventories               (2,143,000)           682,000 
(Increase)Decrease in other current asset    
2,000  Increase(Decrease) in accounts payable    1,323,000           (568,000)
Increase(Decrease) in reserve for self insurance    31,000            132,000 
(Decrease) in other current liab. inc. warranty    568,000            (55,000)
Increase in non-current accrued liabilities          -0-                 -0- 

Net cash provided(Used) by operating activities   (158,000)         1,315,000 

CASH FLOWS FROM INVESTING ACTIVITIES:

Additions to property and equipment               (145,000)        (2,533,000)
(Increase) in other assets                           -0-                -0- 
Disposition of property and equipment                -0-                -0- 

Net cash(used) in investing activities            (145,000)        (2,533,000)


CASH FLOWS FROM FINANCING ACTIVITIES:

Borrowings of long-term debt                         -0-              876,000 

Repayment of long-term debt                          -0-                6,000 

Net cash provided in financing activities          (28,000)           870,000 


NET INCREASE(DECREASE) IN CASH AND CASH 
 EQUIVALENTS                                      (321,000)          (852,000)

BEGINNING CASH AND CASH EQUIVALENTS              2,518,000          1,998,000 
ENDING CASH AND CASH EQUIVALENTS               $ 2,197,000        $ 1,146,000 

<PAGE>

PART I - FINANCIAL INFORMATION 

Item 1. 

                          REXHALL INDUSTRIES, INC.

                Notes to the Condensed Financial Statements

                               March 31, 1996


 1.  The accompanying condensed Financial Statements have been prepared in 
accordance with generally accepted accounting principles for interim financial 
information and with the instructions to Form 10-Q and Rule Regulation S-B.  
Accordingly, they do not include all of the information and footnotes required 
by generally accepted accounting principles for complete financial statements. 
Prior period financial statements have been restated to conform with current 
period financial statement presentation.  In the opinion of management, all 
adjustments (consisting only of normal recurring adjustments) considered 
necessary for a fair presentation have been included.  For further information 
refer to the Financial Statements and footnotes included in the Registrant's 
Annual Report on Form 10-K for year ended December 31, 1995.

 The Results of Operations for any interim period are not necessarily 
indicative of the results to be expected for the full year.



 2. Detail of Inventory                  March 31, 1996     December 31,1995

    Raw Material                         $   5,949,000       $   4,412,000
    Work in Process                          1,870,000           1,459,000
    Finished Motorhomes                      2,426,000           2,780,000

     TOTAL                               $  10,245,000       $   8,651,000


 3. Cash in Bank                         $   1,146,000 
 
 Short Term Investments                                            

        TOTAL                             $ 11,391,000

<PAGE>
 
PART I - FINANCIAL INFORMATION

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

  Results of Operations For the Three Months ended March 31, 1996 
  and For the Three Months ended March 31, 1995


  Sales - 1996 Compared with 1995

  Sales for the quarter ended March 31, 1996, totalled $15,071,000 as compared 
  to $15,281,000 in 1995.  The units sold in 1996 were 274 vs. 294 in 1995.  
  Management believes that sales would have been greater for the first quarter 
  of 1996.  However, the California plant relocation in January 1996 caused 
  two weeks of non-production, thereby decreasing availability of product.   

  Cost of Sales - 1996 compared with 1995
  The Cost of Sales as a percentage of sales for the first quarter of 1996 was 
  85.2% vs 85.8% in the first Quarter of 1995.  The cost of sales percentage 
  for 1996 stayed effectively the same for the like periods.                   
                                  

  
  Gross Profit - 1996 compared with 1995

  Gross Profit for the first quarter of 1996 increased to 14.8% from 14.2% for 
  the first quarter of 1995.  This increase was due mainly to the cost 
  efficiency of the new California plant.  

  Selling, General Administrative and Other Expenses - 1996 compared with 1995

  Selling, General Administrative, and Other Expenses increased in the first 
  quarter of 1996 by $67,000.  This increase was caused mainly by incentives 
  given to dealers to stimulate sales in a down market and due to 
  miscellaneous expenses.  Selling, General Administrative and Other Expenses 
  were 9.8% of Sales in 1996 as compared to 9.2% in the first quarter of 1995.

<PAGE>  

PART I - FINANCIAL INFORMATION

  Item 2. - Management Discussion and Analysis or Plan of Operations           
    
  Income before taxes - 1996 compared with 1995

  The decrease in income before taxes in the first quarter of 1996 was due to 
  higher costs as discussed in sections Cost of Sales and Selling, General 
  Administrative and Other Expense above.

  Financial Condition, Capital Resources and Liquidity

  At March 31, 1996, working capital was $8,596,000 as compared to working 
  capital of $9,152,000 at March 31, 1995. 

  At present, the Company has a $2,000,000 line of credit with Wells Fargo 
  Bank which can be used for working capital purposes.  At March 31, 1996, 
  the company had used $220,000 under this line of credit to obtain a Letter 
  of Credit permitting the company to remain self-insured for Workers' 
  Compensation.

  Management believes that internally generated funds, cash on hand, and 
  borrowing available under its line of credit will be sufficient for the   
  Company's cash needs for the next twelve months.

PART II - OTHER INFORMATION

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

  Exhibits

 a) Exhibit 11.   Computation supporting earnings per common and common 
 equivalent share amounts.
 
 b) Reports on Form 8-K.   No reports on Form 8-K have been filed during the 
 quarter for which this report is filed.

 <PAGE>
 
                           REXHALL INDUSTRIES, INC.

                                 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.

  REXHALL INDUSTRIES, INC. by 
  (Registrant)  
                
Date:  June 18, 1996               /S/William J. Rex                          
(Amends May 15, 1996 filing)       William J. Rex
                                   Chairman, President and            
                                   Chief Executive Officer 
                                   
Date:  June 18, 1996                /S/Carmen Ignacio                           
(Amends May 15, 1996 filing)       Carmen Ignacio
                                   Controller
<PAGE>

Exhibit 11.

  Computation Supporting Earnings per Common Share

                                                  First Quarter

                                              1995               1996    

  Net Income                             $   457,000       $    461,000
  Weighted Average Number of Common        2,528,000          2,606,027
  Shares Outstanding

  Earnings per Share                     $       .18         $      .18
                     


  Subsequent Event:  Considering the 5% stock dividend paid on 4/17/96, the 
  following reflects Net Income per Common Share

                                                 First Quarter

                                              1995              1996    

  Net Income                            $   457,000        $   461,000
  
  Net Income per Common Share           $       .17        $       .17
  
  Weighted Average Number of Common       2,654,400          2,736,328
  Shares Outstanding



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