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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the fiscal year ended January 1, 2000
OR
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the transition period from ___________ to
___________
Commission File Number: 1-14725
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MONACO COACH CORPORATION
(Exact Name of Registrant as specified in its charter)
DELAWARE 35-1880244
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) No.)
91320 INDUSTRIAL WAY
COBURG, OREGON 97408
(Address of principal executive offices)
Registrant's telephone number, including area code: (541) 686-8011
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class: Name of
each exchange on which registered:
Common Stock, par value $.01 per share New York Stock
Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
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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 ninety days. YES X NO
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of the Registrant's knowledge, in definite proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K
The aggregate market value of the voting stock held by non-affiliates of
the Registrant, based upon the closing sale price of the Common Stock on
March 24, 2000 as reported on the New York Stock Exchange, was approximately
$301.1 million. Shares of Common Stock held by officers and directors and
their affiliated entities have been excluded in that such persons may be
deemed to be affiliates. This determination of affiliate status is not
necessarily conclusive for other purposes.
As of March 24, 2000, the Registrant had 18,893,397 shares of Common
Stock outstanding.
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DOCUMENTS INCORPORATED BY REFERENCE
The Registrant's definitive Proxy Statement for its Annual Meeting of
Stockholders to be held on May 18, 2000 (the "Proxy Statement") is
incorporated by reference in Part III of this Form 10-K to the extent stated
therein.
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This document consists of 48 pages. The Exhibit Index appears at page 48 .
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INDEX
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PART I
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ITEM 1. BUSINESS 3
ITEM 2. PROPERTIES 11
ITEM 3. LEGAL PROCEEDINGS 11
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 12
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND
RELATED STOCKHOLDER MATTERS 12
ITEM 6. SELECTED FINANCIAL DATA 13
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 15
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK 21
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 22
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE 42
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT 43
ITEM 11. EXECUTIVE COMPENSATION 43
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT 43
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 43
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
REPORTS ON FORM 8-K 44
SIGNATURES 46
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PART I
This report contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. These statements include without
limitation those below marked with an asterisk (*). In addition, the Company
may from time to time make oral forward-looking statements through statements
that include the words "believes", "expects", "anticipates" or similar
expressions. Such forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause actual results, performance or
achievements of the Company to differ materially from those expressed or
implied by such forward-looking statements, including those set forth below
under "Factors That May Affect Future Operating Results" and "Impact of the
Year 2000 Issue" within Management's Discussion and Analysis of Financial
Condition and Results of Operations. The Company cautions the reader,
however, that these factors may not be exhaustive.
ITEM 1. BUSINESS(1)
Monaco Coach Corporation (the "Company") is a leading manufacturer of
premium Class A motor coaches and towable recreational vehicles. The
Company's product line consists of sixteen models of motor coaches and nine
models of towables (fifth wheel trailers and travel trailers) under the
"Monaco", "Holiday Rambler", "Royale Coach", and "McKenzie Towables" brand
names. The Company's products, which are typically priced at the high end of
their respective product categories, range in suggested retail price from
$70,000 to $900,000 for motor coaches and from $18,000 to $65,000 for
towables. Based upon retail registrations in 1999, the Company believes it
had a 23.6% share of the market for diesel Class A motor coaches, a 7.7%
share of the market for mid-to-high end fifth wheel trailers (units with
retail prices above $22,000) and a 29.0% share of the market for mid-to-high
end travel trailers (units with retail prices above $18,000). The Company's
products are sold through an extensive network of 294 dealerships located
primarily in the United States and Canada.
The Company is the successor to a company formed in 1968 (the
"Predecessor") and commenced operations on March 5, 1993 by acquiring all the
assets and liabilities of its predecessor company (the "Predecessor
Acquisition").
Prior to March 1996, the Company's product line consisted exclusively
of High-Line Class A motor coaches. In March 1996, the Company acquired the
Holiday Rambler Division of Harley-Davidson, Inc. ("Holiday Rambler"), a
manufacturer of a full line of Class A motor coaches and towables (the
"Holiday Acquisition"). The Holiday Acquisition: (i) more than doubled the
Company's net sales; (ii) provided the Company with a significantly broader
range of products, including complementary High-Line Class A motor coaches
and the Company's first product offerings of fifth wheel trailers, travel
trailers and entry-level to mid-range motor coaches; and (iii) lowered the
price threshold for first-time buyers of the Company's products, thus making
them more affordable for a significantly larger base of potential customers.
The Company believes that developing relationships with a broader base of
first-time buyers, coupled with the Company's strong emphasis on quality,
customer service and design innovation, will foster brand loyalty and
increase the likelihood that, over time, more customers will trade-up through
the Company's line of products. Attracting larger numbers of first-time
buyers is important to the Company because of the Company's belief that many
recreational vehicle customers purchase multiple recreational vehicles during
their lifetime.
PRODUCTS
The Company currently manufactures sixteen motor coach and nine
towable models, each of which has distinct features and attributes designed
to target the model to a particular suggested retail price range. The
Company's product offerings currently target three segments of the
recreational vehicle market: Class A motor
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(1) A discussion of the following items can be found in the consolidated
financial statements and the notes to the consolidated financial statements
instead of in this Item 1: (a) revenue, profit and total assets for the
fiscal years 1997, 1998 and 1999; and (b) research and development costs.
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coaches, fifth wheel trailers and travel trailers. The Company does not
currently compete in any other segment of the recreational vehicle industry.
During the third quarter of 1999, the Company introduced the Monarch, a new
gasoline powered model under the Monaco brand name. In December 1999, the
Company introduced two low-end diesel motor coaches, the Knight, under the
Monaco label, and the Admiral, under the Holiday Rambler brand. All three of
these products were designed to bring customers into the Company's line of
products at a lower price point giving the Company the opportunity to benefit
as these customers trade-up through the Company's line of products. The
following table highlights the Company's product offerings as of January 1,
2000:
COMPANY MOTOR COACH PRODUCTS
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CURRENT SUGGESTED RETAIL
MODEL PRICE RANGE BRAND
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Royale Coach...................... $550,000-$900,000 Monaco
Signature Series.................. $380,000-$425,000 Monaco
Executive......................... $265,000-$340,000 Monaco
Navigator......................... $265,000-$340,000 Holiday Rambler
Dynasty........................... $215,000-$265,000 Monaco
Imperial.......................... $215,000-$240,000 Holiday Rambler
Windsor........................... $175,000-$215,000 Monaco
Endeavor-Diesel................... $140,000-$165,000 Holiday Rambler
Diplomat.......................... $140,000-$150,000 Monaco
Knight............................ $115,000-$130,000 Monaco
Ambassador........................ $115,000-$130,000 Holiday Rambler
Endeavor-Gasoline................. $ 85,000-$105,000 Holiday Rambler
Vacationer........................ $ 75,000-$ 95,000 Holiday Rambler
LaPalma........................... $ 75,000-$ 95,000 Monaco
Admiral........................... $ 70,000-$ 90,000 Holiday Rambler
Monarch........................... $ 70,000-$ 90,000 Monaco
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COMPANY TOWABLE PRODUCTS
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CURRENT SUGGESTED RETAIL
MODEL PRICE RANGE BRAND
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Imperial Fifth Wheel............. $ 50,000-$ 70,000 Holiday Rambler
Grand Medallion Fifth Wheel...... $ 55,000-$ 65,000 McKenzie
Aluma-Lite Fifth Wheel........... $ 35,000-$ 50,000 Holiday Rambler
Medallion Fifth Wheel............ $ 35,000-$ 50,000 McKenzie
Lakota Fifth Wheel............... $ 25,000-$ 35,000 McKenzie
Alumascape Fifth Wheel........... $ 22,000-$ 32,000 Holiday Rambler
Aluma-Lite Travel Trailer........ $ 25,000-$ 35,000 Holiday Rambler
Medallion Travel Trailer......... $ 22,000-$ 32,000 McKenzie
Alumascape Travel Trailer........ $ 18,000-$ 25,000 Holiday Rambler
</TABLE>
In 1999, the average unit wholesale selling prices of the Company's
motor coaches, fifth wheel trailers and travel trailers were approximately
$113,700, $27,500 and $20,300, respectively.
The Company's recreational vehicles are designed to offer all the
comforts of home within a 190 to 400 square foot area. Accordingly, the
interior of the recreational vehicle is designed to maximize use of available
space. The Company's products are designed with five general areas, all of
which are smoothly integrated to form comfortable and practical mobile
accommodations. The five areas are the living room, kitchen, dining room,
bathroom and bedroom. For each model, the Company offers a variety of
interior layouts.
Each of the Company's recreational vehicles comes fully equipped with
a wide range of kitchen and
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bathroom appliances, audio and visual electronics, communication devices, and
other amenities, including couches, dining tables, closets and storage
spaces. All of the Company's recreational vehicles incorporate products from
well-recognized suppliers, including: stereos, CD and cassette players,
VCR's, DVD's and televisions from Quasar, Bose, Panasonic and Sony; microwave
ovens from Sharp, Magic Chef, and General Electric; stoves and ranges from
KitchenAid and Modern Maid; engines from Cummins; transmissions from Allison;
and chassis from Ford and Workhorse. The Company's high end products offer
top-of-the-line amenities, including 25" Sony stereo televisions, GPS systems
from Carin, fully automatic DSS (satellite) systems, Corian and Wilsonart
solid surface kitchen and bath countertops, imported ceramic tile and leather
furniture, and Ralph Lauren and Martha Stewart fabrics.
PRODUCT DESIGN
To address changing consumer preferences, the Company modifies and
improves its products each model year and typically redesigns each model
every three or four years. The Company's designers work with the Company's
marketing, manufacturing and service departments to design a product that is
appealing to consumers, practical to manufacture and easy to service. The
designers try to maximize the quality and value of each model at the
strategic retail price point for that model. The marketing and sales staffs
suggest features or characteristics that they believe could be integrated
into the various models to differentiate the Company's products from those of
its competitors. By working with manufacturing personnel, the Company's
product designers engineer the recreational vehicles so that they can be
built efficiently and with high quality. Service personnel suggest ideas to
improve the serviceability and reliability of the Company's products and give
the designers feedback on the Company's past designs.
The exteriors of the Company's recreational vehicles are designed to
be aesthetically appealing to consumers, aerodynamic in shape for fuel
efficiency and practical to manufacture. The Company has an experienced team
of computer-aided design personnel to complete the product design and produce
prints from which the products will be manufactured.
SALES AND MARKETING
DEALERS
The Company expanded its dealer network over the past year from 263
dealerships at the beginning of 1999 to 294 dealerships primarily located in
the United States and Canada at January 1, 2000. The Company's dealerships
generally sell either Monaco motor coaches, the McKenzie Towables line, or
Holiday Rambler motor coaches and towables. The Company intends to continue
to expand its dealer network, primarily by adding additional motorized
dealers to carry the Company's new lower priced gas and diesel units as well
as towables-only dealers to carry the McKenzie Towables line.* The Company
maintains an internal sales organization consisting of 43 account executives
who service the Company's dealer network.
The Company analyzes and selects new dealers on the basis of such
criteria as location, marketing ability, sales history, financial strength
and the capability of the dealer's repair services. The Company provides its
dealers with a wide variety of support services, including advertising
subsidies and technical training, and offers certain model pricing discounts
to dealers who exceed wholesale purchase volume milestones. The Company's
sales staff is also available to educate dealers about the characteristics
and advantages of the Company's recreational vehicles compared with competing
products. The Company offers dealers geographic exclusivity to carry a
particular model. While the Company's dealership contracts have renewable one
or two-year terms, historically the Company's dealer turnover rate has been
low.
Dealers typically finance their inventory through revolving credit
facilities established with asset-based lending institutions, including
specialized finance companies and banks. It is industry practice that such
"floor plan" lenders require recreational vehicle manufacturers to agree to
repurchase (for a period of 12 to 18 months from the date of the dealer's
purchase) motor coaches and towables previously sold to the dealer in the
event the dealer defaults on its financing agreements. The Company's
contingent obligations under these repurchase agreements are reduced by the
proceeds received upon the sale of any repurchased units. See "Management's
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Discussion and Analysis of Financial Conditions and Results of Operations--
Liquidity and Capital Resources", and Note 17 of Notes to the Company's
Consolidated Financial Statements.
ADVERTISING AND PROMOTION
The Company advertises regularly in trade journals and magazines,
participates in cooperative advertising programs with its dealers, and produces
color brochures depicting its models' performance features and amenities. The
Company also promotes its products with direct incentive programs to dealer
sales personnel linked to sales of particular models.
A critical marketing activity for the Company is its participation in
the more than 150 recreational vehicle trade shows and rallies each year.
National trade shows and rallies, which can attract as many as 40,000 attendees,
are an integral part of the Company's marketing process because they enable
dealers and potential retail customers to compare and contrast all the products
offered by the major recreational vehicle manufacturers. Setting up attractive
display areas at major trade shows to highlight the newest design innovations
and product features of its products is critical to the Company's success in
attracting and maintaining its dealer network and in generating enthusiasm at
the retail customer level. The Company also provides complimentary service for
minor repairs to its customers at several rallies and trade shows.
The Company attempts to encourage and reinforce customer loyalty through
clubs for the owners of its products so that they may share experiences and
communicate with each other. The Company's clubs currently have more than 15,000
members. The Company publishes magazines to enhance its relations with these
clubs and holds rallies for clubs to meet periodically to view the Company's new
models and obtain maintenance and service guidance. Attendance at
Company-sponsored rallies can be as high as 1,800 recreational vehicles. The
Company frequently receives support from its dealers and suppliers to host these
rallies.
The Company's web site also offers an extensive listing of the Company's
models, floor plans, and features, including "virtual tours" of some models. A
dealer locator feature identifies for customers the closest dealers to their
location for the model(s) they are interested in purchasing. The Company's web
site also provides information for upcoming rallies and club functions as well
as links to other R.V. Lifestyle web sites of interest to existing or potential
customers.
CUSTOMER SERVICE
The Company believes that customer satisfaction is vitally important in
the recreational vehicle market because of the large number of repeat customers
and the rapid communication of business reputations among recreational vehicle
enthusiasts. The Company also believes that service is an integral part of the
total product the Company delivers and that responsive and professional customer
service is consistent with the premium image the Company strives to convey in
the marketplace.
The Company offers a warranty to all purchasers of its new vehicles. The
Company's current warranty covers its products for up to one year (or 24,000
miles, whichever occurs first) from the date of retail sale (five years for the
front and sidewall frame structure). In addition, customers are protected by the
warranties of major component suppliers such as those of Cummins Engine Company,
Inc. ("Cummins") (diesel engines), Spicer Heavy Axle & Brake Division of Dana
Corporation ("Dana") (axles), Allison Transmission Division of General Motors
Corporation ("Allison") (transmissions), Workhorse (chassis), Ford Motor Company
("Ford") and Freightliner Custom Chassis Corporation ("Freightliner") (chassis).
The Company's warranty covers all manufacturing-related problems and parts and
system failures, regardless of whether the repair is made at a Company facility
or by one of the Company's dealers or authorized service centers. As of January
1, 2000, the Company had 294 dealerships providing service to owners of the
Company's products. In addition, owners of the Company's diesel products have
access to the entire Cummins dealer network, which includes over 2,000 repair
centers.
The Company operates service centers in Coburg and Springfield, Oregon
and Elkhart and Wakarusa, Indiana. The Company had approximately 332 employees
in customer service at January 1, 2000. The Company
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maintains individualized production records and a computerized warranty
tracking system which enable the Company's service personnel to identify
problems quickly and to provide individualized customer service. While many
problems can be resolved on the telephone, the customer may be referred to a
nearby dealer or service center. The Company believes that dedicated customer
service phone lines are an ideal way to interact directly with the Company's
customers and to quickly address their technical problems.
The Company has expanded its on-line dealer support network to assist
its service personnel and dealers in providing better service to the Company's
customers. Service personnel and dealerships are able to access information
relating to specific models and sales orders, file warranty claims and track
their status, and view the status of existing parts orders. The Company is
currently in the process of expanding its on-line dealer support network to
include the ability of service personnel at dealerships to order parts through
an electronic parts catalog.
MANUFACTURING
The Company currently operates motorized manufacturing facilities in
Coburg, Oregon, where it manufactures Signature Series, Executive, Dynasty,
Navigator, Knight, Ambassador, and LaPalma motor coaches and in Wakarusa,
Indiana, where it manufactures Imperial, Endeavor, Vacationer, Dynasty,
Diplomat, La Palma, Admiral and Windsor motor coaches. The Company's towable
manufacturing facilities are in Elkhart, Indiana, where it manufactures Holiday
Rambler fifth wheel and travel trailers, and Coburg, Oregon, where it
manufactures McKenzie fifth wheel and travel trailers. The Company also operates
its Royale Coach bus conversion facility in Elkhart, Indiana.
The Company completed an upgrade and expansion of its Coburg motorized
facility in the third quarter of 1999 to allow increased production of its
current mix of products as well as new capacity to build its low-end diesel and
gasoline powered motor coaches. The Company is currently in the process of
expanding its diesel chassis capacity in Elkhart, which will increase the
Company's ability to build diesel powered coaches in Wakarusa. The Company
believes this expansion will be completed by the second quarter of 2000.* The
Company's motor coach production capacity at the end of 1999 was 14 units per
day at its Coburg facility and 25 units per day at its Wakarusa facility. The
Company believes that this expanded manufacturing capacity will free the Company
from capacity constraints on its motor coaches and allow the Company to
gradually increase its overall production volumes for motor coaches, consistent
with anticipated market demand.*
In the fourth quarter of 1999 the Company moved its McKenzie towable
operation into the newly completed production facilty in Coburg. The company's
current towables production capacity is a combined 22 units per day at its
Coburg and Elkhart facilities.
The Company believes that its manufacturing process is one of the most
vertically integrated in the recreational vehicle industry. By manufacturing a
variety of items, including the Roadmaster semi-monocoque diesel chassis,
plastic components, some of its cabinetry and fiberglass parts, as well as many
subcomponents, the Company maintains increased control over scheduling,
component production and overall product quality. In addition, vertical
integration enables the Company to be more responsive to market dynamics.
Each facility has several stations for manufacturing, organized into
four broad categories: chassis manufacturing, body manufacturing, painting and
finishing. It takes from two weeks to two months to build each unit, depending
on the product. The Company keeps a detailed log book during the manufacture of
each product and inputs key information into its computerized service tracking
system.
Each unit is given an inspection during which its appliances and
plumbing systems are thoroughly tested. As a final quality control check, each
motor coach is given a road test. To further ensure both dealer and end-user
satisfaction, the Company pays a unit fee per recreational vehicle to its
dealers so that they will thoroughly inspect each product upon delivery and
return a detailed report form.
The Company purchases raw materials, parts, subcomponents, electronic
systems, and appliances from approximately 750 vendors. These items are either
directly mounted in the vehicle or are utilized in subassemblies which the
Company assembles before installation in the vehicle. The Company attempts to
minimize its level of inventory by ordering most parts as it needs them. Certain
key components that require longer purchasing lead
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times are ordered based on planned needs. Examples of these components are
diesel engines, axles, transmissions, chassis and interior designer fabrics.
The Company has a variety of major suppliers, including Allison, Workhorse,
Cummins, Dana, Ford and Freightliner. The Company does not have any long-term
supply contracts with these suppliers or their distributors, but believes it
has good relationships with them. To minimize the risks associated with
reliance on a single-source supplier, the Company typically keeps a 60-day
supply of axles, engines, chassis and transmissions in stock or available at
the suppliers' facilities and believes that, in an emergency, other suppliers
could fill the Company's needs on an interim basis.* In 1997, Allison put all
chassis manufacturers on allocation with respect to one of the transmissions
the Company uses, and in 1999 Ford indicated it might need to put its
gasoline powered chassis on allocation. The Company presently believes that
its allocation by suppliers of all components is sufficient to enable the
unit volume increases that are planned for models, and the Company does not
foresee any operating difficulties as a result of vendor supply issues.*
Nevertheless, there can be no assurance that Allison, Ford, or any of the
Company's other suppliers will be able to meet the Company's future
requirements for transmissions, chassis, or other key components. An extended
delay or interruption in the supply of any components obtained from a single
or limited source supplier could have a material adverse effect on the
Company's business, results of operations and financial condition.
BACKLOG
The Company's products are generally manufactured against orders from
the Company's dealers. As of January 1, 2000, the Company's backlog of orders
was $205.7 million, compared to $233.2 million at January 2, 1999. The Company
includes in its backlog all accepted purchase orders from dealers shippable
within the next six months. Orders in backlog can be canceled at the option of
the purchaser at any time without penalty and, therefore, backlog should not be
used as a measure of future sales.
COMPETITION
The market for recreational vehicles is highly competitive. The Company
currently encounters significant competition at each price point for its
recreational vehicle products. The Company believes that the principal
competitive factors that affect the market for the Company's products include
product quality, product features, reliability, performance, quality of support
and customer service, loyalty of customers, brand recognition and price. The
Company believes that it competes favorably against its competitors with respect
to each of these factors. The Company's competitors include, among others:
Coachmen Industries, Inc., Fleetwood Enterprises, Inc., National R.V. Holdings,
Inc., Skyline Corporation, SMC Corporation, Thor Industries, Inc. and Winnebago
Industries, Inc. Many of the Company's competitors have significant financial
resources and extensive marketing capabilities. There can be no assurance that
either existing or new competitors will not develop products that are superior
to or that achieve better consumer acceptance than the Company's products, or
that the Company will continue to remain competitive.
GOVERNMENT REGULATION
The manufacture and operation of recreational vehicles are subject to a
variety of federal, state and local regulations, including the National Traffic
and Motor Vehicle Safety Act and safety standards for recreational vehicles and
their components that have been promulgated by the Department of Transportation.
These standards permit the National Highway Traffic Safety Administration to
require a manufacturer to repair or recall vehicles with safety defects or
vehicles that fail to conform to applicable safety standards. Because of its
sales in Canada, the Company is also governed by similar laws and regulations
promulgated by the Canadian government. The Company has on occasion voluntarily
recalled certain products. The Company's operating results could be adversely
affected by a major product recall or if warranty claims in any period exceed
warranty reserves.
The Company is a member of the Recreation Vehicle Industry Association
(the "RVIA"), a voluntary association of recreational vehicle manufacturers and
suppliers, which promulgates recreational vehicle safety standards. Each of the
products manufactured by the Company has an RVIA seal affixed to it to certify
that such standards have been met.
Many states regulate the sale, transportation and marketing of
recreational vehicles. The Company is also
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subject to state consumer protection laws and regulations, which in many
cases require manufacturers to repurchase or replace chronically
malfunctioning recreational vehicles. Some states also legislate additional
safety and construction standards for recreational vehicles.
The Company is subject to regulations promulgated by the Occupational
Safety and Health Administration ("OSHA"). The Company's plants are periodically
inspected by federal or state agencies, such as OSHA, concerned with workplace
health and safety.
The Company believes that its products and facilities comply in all
material respects with the applicable vehicle safety, consumer protection,
RVIA and OSHA regulations and standards. Amendments to any of the foregoing
regulations and the implementation of new regulations could significantly
increase the cost of manufacturing, purchasing, operating or selling the
Company's products and could materially and adversely affect the Company's
net sales and operating results. The failure of the Company to comply with
present or future regulations could result in fines being imposed on the
Company, potential civil and criminal liability, suspension of production or
cessation of operations.
The Company is subject to product liability and warranty claims
arising in the ordinary course of business. To date, the Company has been
successful in obtaining product liability insurance on terms the Company
considers acceptable. The Company's current policies jointly provide coverage
against claims based on occurrences within the policy periods up to a maximum
of $41.0 million for each occurrence and $42.0 million in the aggregate.
There can be no assurance that the Company will be able to obtain insurance
coverage in the future at acceptable levels or that the costs of insurance
will be reasonable. Furthermore, successful assertion against the Company of
one or a series of large uninsured claims, or of one or a series of claims
exceeding any insurance coverage, could have a material adverse effect on the
Company's business, operating results and financial condition.
Certain U.S. tax laws currently afford favorable tax treatment for
the purchase and sale of recreational vehicles. These laws and regulations
have historically been amended frequently, and it is likely that further
amendments and additional laws and regulations will be applicable to the
Company and its products in the future. Furthermore, no assurance can be
given that any increase in personal income tax rates will not have a material
adverse effect on the Company's business, operating results and financial
condition by reducing demand for the Company's products.
ENVIRONMENTAL REGULATION AND REMEDIATION
REGULATION The Company's recreational vehicle manufacturing
operations are subject to a variety of federal and state environmental
regulations relating to the use, generation, storage, treatment and disposal
of hazardous materials. These laws are often revised and made more stringent,
and it is likely that future amendments to these laws will impact the
Company's operations.
The Company has submitted applications for "Title V" air permits for
all of its existing and new operations. The air permits have either been
issued or are in the process of being issued by the relevant state agency.
The Company does not currently anticipate that any additional air
pollution control equipment will be required as a condition of receiving new
air permits, although new regulations and their interpretation may change
over time, and there can be no assurance that additional expenditures will
not be required.*
The Company is aware of the forthcoming adoption and implementation
of new federal Maximum Achievable Control Technology ("MACT") regulations.
The Company does not currently anticipate that compliance with the MACT
regulations by the Company will require any material capital expenditures at
its facilities beyond those which have already been incurred.* However, the
specific content and interpretation of these regulations is uncertain and
there can be no assurance that additional capital expenditures will not be
required.
While the Company has in the past provided notice to the relevant
state agencies that air permit violations have occurred at its facilities,
the Company has resolved all such issues with those agencies, and the Company
believes that there are no ongoing violations of any of its existing air
permits at any of its owned or leased facilities
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at this time. However, the failure of the Company to comply with present or
future regulations could subject the Company to: (i) fines; (ii) potential
civil and criminal liability; (iii) suspension of production or cessation of
operations; (iv) alterations to the manufacturing process; or (v) costly
cleanup or capital expenditures, any of which could have a material adverse
effect on the Company's business, results of operations and financial
condition.
REMEDIATION The Company is not currently involved in remediation
activities at any of its facilities and none are in prospect. Nevertheless,
there can be no assurances that the Company will not discover environmental
problems or incur remediation costs in the future.
EMPLOYEES
As of January 1, 2000, the Company had 3,763 employees, including 3,191
in production, 51 in sales, 332 in service and 189 in management and
administration. The Company's employees are not represented by any collective
bargaining organization, and the Company has never experienced a work stoppage
resulting from labor issues. The Company believes its relations with its
employees are good.
DEPENDENCE ON KEY PERSONNEL
The Company's future prospects depend upon its key management personnel,
including Kay L. Toolson, the Company's Chief Executive Officer. The loss of one
or more of these key management personnel could adversely affect the Company's
business. The prospects of the Company also depend in part on its ability to
attract and retain qualified technical, manufacturing, managerial and marketing
personnel. Competition for such personnel is intense, and there can be no
assurance that the Company will be successful in attracting and retaining such
personnel.
EXECUTIVE OFFICERS OF THE COMPANY
The following sets forth certain information with respect to the
executive officers of the Company as of March 24, 2000:
<TABLE>
<CAPTION>
NAME AGE POSITION WITH THE COMPANY
- ---- --- -------------------------
<S> <C> <C>
Kay L. Toolson 56 Chairman, Chief Executive Officer
and President
John W. Nepute 48 Executive Vice President, Treasurer
and Chief Financial Officer
Richard E. Bond 46 Senior Vice President, Secretary
and Chief Administrative Officer
Martin W. Garriott 44 Vice President and Director of
Oregon Manufacturing
Irvin M. Yoder 52 Vice President and Director of
Indiana Manufacturing
Patrick F. Carroll 42 Vice President of Product
Development
</TABLE>
Mr. Toolson has served as Chief Executive Officer of the Company and the
Predecessor since 1986 and as Chairman of the Company since July 1993. He has
served as President of the Company since 1986 except for the periods from
October 1995 to January 1997 and August 1998 to September 1999. From 1973 to
1986, Mr. Toolson held executive positions with two motor coach manufacturers.
Mr. Nepute has served the Company as Executive Vice President, Treasurer
and Chief Financial Officer since September 1999. Prior to that and from 1991 he
served the Company and the Predecessor in the capacity of Vice President of
Finance, Treasurer and Chief Financial Officer. From January 1988 until January
1991 he served the Predecessor as Controller.
Mr. Bond has served as Senior Vice President, Secretary and Chief
Administrative Officer of the Company since September 1999 and as Vice
President, Secretary and Chief Administrative Officer beginning in August of
10
<PAGE>
1998. Prior to that and from February 1997 he served the Company as Vice
President, Secretary and General Counsel, having joined the Company in January
1997. From 1987 to December 1996 he held the position of Vice President,
Secretary and General Counsel of Holiday Rambler, and originally joined Holiday
Rambler as Vice President and Assistant General Counsel in 1984.
Mr. Garriott has served the Company as Vice President and Director of
Oregon Manufacturing since January 1997. He has been continuously employed by
the Company or the Predecessor since November 1975 in various capacities,
including Vice President of Corporate Purchasing from October 1994 until
December 1996.
Mr. Yoder has served the Company as Vice President and Director of
Indiana Manufacturing since August 1998. Joining the Company upon the
acquisition of Holiday Rambler in March 1996 as Director of Indiana Motorized
Manufacturing, he served in that capacity through July 1998. Mr. Yoder began his
employment with Holiday Rambler in 1969 and held a variety of production-related
positions, serving as Area Manager of Motorized Production from 1980 until March
1996.
Mr. Carroll has served as Vice President of Product Development since
August 1998 and prior to that as Director of Product Development since
joining the Company in October 1995. He has held a variety of marketing and
product development positions with various recreational vehicle manufacturers
since 1979.
ITEM 2. PROPERTIES
The Company is headquartered in Coburg, Oregon, approximately 100 miles
from Portland, Oregon. The following table summarizes the Company's current and
planned manufacturing facilities:
<TABLE>
<CAPTION>
APPROXIMATE PRODUCTS
MANUFACTURING FACILITY OWNED/LEASED SQUARE FOOTAGE MANUFACTURED
- --------------------------------- ------------ -------------- -----------------------
<S> <C> <C> <C>
Coburg, Oregon..................... Owned 754,000 Motor Coaches/Towables
Elkhart, Indiana................... Owned 132,000 Motor Coaches/Towables
Elkhart, Indiana................... Owned 30,000 Bus Conversions
Wakarusa, Indiana.................. Owned 1,154,000 Motor Coaches
Nappanee, Indiana.................. Owned 130,000 Wood Components
Springfield, Oregon................ Leased 100,000 Fiberglass components
</TABLE>
The Company believes that after the recent expansion of its motor coach
and towable facilities in Oregon, its existing facilities, along with the future
expansion in Indiana, will be sufficient to meet its production requirements for
the foreseeable future.* Should the Company require increased production
capacity in the future, the Company believes that additional or alternative
space adequate to serve the Company's foreseeable needs would be available on
commercially reasonable terms.*
ITEM 3. LEGAL PROCEEDINGS
The Company is involved in legal proceedings arising in the ordinary
course of its business, including a variety of product liability and warranty
claims typical in the recreational vehicle industry. The Company does not
believe that the outcome of its pending legal proceedings, net of insurance
coverage, will have a material adverse effect on the business, financial
condition or results of operations of the Company.*
11
<PAGE>
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS
The Company's Common Stock is traded on the New York Stock Exchange
under the symbol "MNC." The following table sets forth for the periods indicated
the high and low closing sale prices for the Common Stock (rounded to the
nearest $.01 per share).
<TABLE>
<CAPTION>
HIGH LOW
<S> <C> <C>
1998
First Quarter $11.85 $ 7.48
Second Quarter $13.17 $10.45
Third Quarter $13.05 $ 8.72
Fourth Quarter $17.67 $ 9.50
1999
First Quarter $21.54 $15.13
Second Quarter $28.21 $16.25
Third Quarter $30.94 $23.44
Fourth Quarter $27.50 $19.31
</TABLE>
As of March 24, 2000, there were approximately 467 holders of record of
the Company's Common Stock. The high and low closing sales prices listed above
have been adjusted to reflect the stock splits approved by the Board on May 19,
1999, November 2, 1998 and March 16, 1998.
The Company has never paid dividends on its Common Stock and does not
anticipate paying any cash dividends on its Common Stock in the foreseeable
future. The Company's existing loan agreements prohibit the payment of dividends
on the Common Stock without the lenders' consent.
The market price of the Company's Common Stock could be subject to wide
fluctuations in response to quarter-to-quarter variations in operating results,
changes in earnings estimates by analysts, announcements of new products by the
Company or its competitors, general conditions in the recreational vehicle
market and other events or factors. In addition, the stocks of many recreational
vehicle companies have experienced price and volume fluctuations which have not
necessarily been directly related to the companies' operating performance, and
the market price of the Company's Common Stock could experience similar
fluctuations.
12
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA
The Consolidated Statements of Income Data set forth below with respect
to fiscal years 1997, 1998 and 1999, and the Consolidated Balance Sheet Data at
January 2, 1999 and January 1, 2000, are derived from, and should be read in
conjunction with, the audited Consolidated Financial Statements and Notes
thereto of the Company included in this Annual Report on Form 10-K. The
Consolidated Statements of Income Data set forth below with respect to fiscal
years 1995 and 1996 and the Consolidated Balance Sheet Data at December 30,
1995, December 28, 1996 and January 3, 1998 are derived from audited
consolidated financial statements of the Company which are not included in this
Annual Report on Form 10-K.
The data set forth in the following table should be read in conjunction
with, and are qualified in their entirety by, Management's Discussion and
Analysis of Financial Condition and Results of Operations, the Company's
Consolidated Financial Statements and the Notes thereto appearing elsewhere in
this Annual Report on Form 10-K.
13
<PAGE>
FIVE-YEAR SELECTED FINANCIAL DATA
The following table sets forth financial data of Monaco Coach Corporation for
the years indicated (in thousands of dollars, except share and per share data
and consolidated operating data).
<TABLE>
<CAPTION>
Fiscal Year
------------------------------------------------------------------------
1995 1996 (1) 1997 (1) 1998 1999
------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
CONSOLIDATED STATEMENTS OF INCOME DATA:
Net sales $141,611 $365,638 $441,895 $594,802 $780,815
Cost of sales 124,592 317,909(2) 382,367 512,570 658,536
- --------------------------------------------------------------------------------------------------------------------
Gross profit 17,019 47,729 59,528 82,232 122,279
Selling, general and
administrative expenses 8,147 33,371 36,307 41,571 48,791
Amortization of goodwill 517 617 594 645 645
- --------------------------------------------------------------------------------------------------------------------
Operating income 8,355 13,741 22,627 40,016 72,843
Other expense (income), net 40 (244) (468) (607) (142)
Interest expense 298 3,914 2,379 1,861 1,143
Gain on sale of dealership assets 539
- --------------------------------------------------------------------------------------------------------------------
Income before provision
for income taxes 8,017 10,071 21,255 38,762 71,842
Provision for income taxes 3,119 4,162 8,819 16,093 28,081
- --------------------------------------------------------------------------------------------------------------------
Net income 4,898 5,909 12,436 22,669 43,761
Redeemable preferred stock dividends (75)
Accretion of redeemable preferred stock (84) (317)
- --------------------------------------------------------------------------------------------------------------------
Net income attributable to common stock $ 4,898 $ 5,750 $ 12,119 $ 22,669 $ 43,761
- --------------------------------------------------------------------------------------------------------------------
Earnings per common share:
Basic $0.33 $0.39(3) $0.72 $1.21 $2.33
Diluted $0.32 $0.38(3) $0.71 $1.19 $2.26
Weighted average shares outstanding:
Basic 14,874,727 14,924,880 16,865,842 18,658,003 18,808,963
Diluted 15,097,666 15,743,665 17,545,464 19,081,984 19,366,969
CONSOLIDATED OPERATING DATA:
Units sold: (4)
Motor coaches 982 2,733 3,347 4,768 6,233
Towables 1,977 2,397 2,217 3,269
Dealerships at end of period 49 159 208 263 294
CONSOLIDATED BALANCE SHEET DATA:
Working capital $3,795 $4,502 $10,412 $23,676 $38,888
Total assets 68,502 135,368 159,832 190,127 246,727
Long-term borrowings, less current portion 5,000 16,500 11,500 5,400
Redeemable preferred stock 2,687
Total stockholders' equity 37,930 43,807 74,748 98,193 143,339
</TABLE>
- ------------------
(1) Includes the operations of Holiday Rambler and the Holiday World Dealerships
from March 4, 1996. The Holiday World Dealerships generated $25.0 million
and $6.8 million in net sales in 1996 and 1997, respectively, which included
the sale of 820 and 211 units in 1996 and 1997, respectively, that were
either previously owned or not Holiday Rambler units, as well as service
revenues. The Company sold seven Holiday World Dealerships in 1996 and the
remaining three dealerships in 1997.
(2) Includes a $1.7 million increase in cost of sales resulting from the sale of
inventory that was written up to fair value at the date of the Holiday
Acquisition.
(3) Includes a one time charge of $0.07 per share, net of tax effect, related to
the inventory write-up described in Note 2 above. Excluding this charge,
diluted earnings per common share would have been $0.44 per share.
(4) Excludes units sold by the Holiday World Dealerships that were either
previously owned or not Holiday Rambler units.
14
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
OVERVIEW
The Company is the successor to a company formed in 1968 (the
"Predecessor") and commenced operations on March 5, 1993 by acquiring
substantially all of the assets and liabilities of the Predecessor. The
Predecessor's management and the manufacturing of its High-Line Class A motor
coaches were largely unaffected by the Predecessor Acquisition. However, the
Company's consolidated financial statements for fiscal years 1997, 1998 and 1999
all contain Predecessor Acquisition-related expenses, consisting primarily of
the amortization of goodwill.
On March 4, 1996, the Company acquired from Harley-Davidson certain
assets of Holiday Rambler (the "Holiday Acquisition") in exchange for $21.5
million in cash, 65,217 shares of the Company's Redeemable Preferred Stock
(which was subsequently converted into 230,767 shares of the Company's Common
Stock), and the assumption of most of the liabilities of Holiday Rambler.
Concurrently, the Company acquired ten Holiday World Dealerships for $13.0
million, including a $12.0 million subordinated promissory note, and the
assumption of certain liabilities. The Company sold seven Holiday World
Dealerships in 1996, retired the $12.0 million note from the proceeds of these
sales, and sold the remaining three dealerships in 1997. The Holiday Acquisition
was accounted for using the purchase method of accounting.
Beginning on March 4, 1996, the acquired operations were incorporated
into the Company's consolidated financial statements. The Company's consolidated
financial statements for the fiscal years ended January 3, 1998, January 2, 1999
and January 1, 2000 contain expenses related to the Holiday Acquisition,
consisting of interest expense, the amortization of debt issuance costs and
Holiday Acquisition goodwill.
RESULTS OF OPERATIONS
1999 COMPARED WITH 1998
Net sales increased 31.3% from $594.8 million in 1998 to $780.8 million
in 1999. The Company's overall unit sales were up 36% from 6,985 in 1998 to
9,502 units in 1999. The Company's units sales were up 30.7% on the motorized
side reflecting higher production rates in both the Coburg, Oregon and Wakarusa,
Indiana motorized plants. The Company's 1999 sales of motorized units were
helped by the introduction in December 1998 of two new motorized products which
accounted for 923 of the 1,465 unit increase in 1999 motorized sales over 1998
motorized sales. The Company's 1998 sales of motorized units were helped by the
introduction of three new motorized products in 1998 which accounted for 989 of
the 1,439 units increase in 1998 motorized unit sales over 1997 unit sales. The
Company's unit sales of towable products were up 47.5% from 1998 to 1999 as both
the Holiday Rambler and McKenzie towable operations reported strong increases.
The Company's sales of towable units had been dampened in 1998 by the
consolidation of the two Indiana-based towable facilities into one Company-owned
facility in Elkhart, Indiana. This consolidation slowed unit production volume
in that facility in the second quarter of 1998, and production of towables in
Indiana was constrained in the second half of 1998 while that plant was expanded
and remodeled. The remodeling and expansion of the Elkhart facility was
completed by the end of 1998 and Indiana towable production capacity returned to
pre-consolidation levels in 1999. The Company's overall average unit selling
price decreased slightly from $86,100 in 1998 to $82,900 in 1999 reflecting the
strong sales growth of the Company's new lower priced motorized and towable
products. The Company's continued push into the less expensive gasoline motor
coach market as well as the repositioning of some of its existing towable models
into slightly lower price points are expected to keep the overall average
selling price below $100,000.*
Gross profit increased by $40.1 million from $82.2 million in 1998 to
$122.3 million in 1999 and gross margin increased from 13.8% in 1998 to 15.7% in
1999. In 1999 gross margin benefited from a strong mix of motorized products and
manufacturing efficiencies from an increase in production volume in all of the
Company's manufacturing plants. Gross margin in 1998 was dampened by lower gross
margins in the three towable plants in
15
<PAGE>
the first half of 1998 due to reduced production volumes in those plants and
by costs incurred in the second quarter of 1998 related to consolidation of
the two Indiana-based towable plants into one Company-owned facility in
Elkhart, Indiana. The Company's overall gross margin may fluctuate in future
periods if the mix of products shifts from higher to lower gross margin units
or if the Company encounters unexpected manufacturing difficulties or
competitive pressures.
Selling, general, and administrative expenses increased by $7.2 million
from $41.6 million in 1998 to $48.8 million in 1999 and decreased as a
percentage of sales from 7.0% in 1998 to 6.2% in 1999. Selling, general, and
administrative expenses benefited in 1999 from a $1.75 million reduction in the
estimated accrual for 1998 incentive based compensation. Without this benefit,
selling, general, and administrative expenses in 1999 would have increased by
$9.0 million to $50.5 million or 6.5% of sales, still significantly less than
the 7.0% of sales in 1998. The decrease in selling, general, and administrative
expenses as a percentage of sales reflected efficiencies arising from the
Company's increased sales level.
Operating income increased $32.8 million from $40.0 million in 1998 to
$72.8 million in 1999. The Company's lower selling, general, and administrative
expense as a percentage of sales combined with the improvement in the Company's
gross margin, resulted in an increase in operating margin to 9.3% in 1999
compared to 6.7% in 1998. The Company's operating margin in 1999 was positively
affected by the $1.75 million reduction of incentive based compensation accrued
for 1998. Without this benefit the Company's operating margin in 1999 would have
been 9.1%.
Net interest expense decreased $718,000 from $1.9 million in 1998 to
$1.1 million in 1999. The Company capitalized $44,000 of interest expense in
1998 relating to the construction in Indiana and $195,000 in 1999 relating to
the construction in Oregon. The Company's interest expense included $411,000 in
1998 and $176,000 in 1999 related to the amortization of debt issuance costs
recorded in conjunction with the Company's credit facilities. Additionally,
interest expense in 1999 included $639,000 from accelerated amortization of debt
issuance costs related to the credit facilities. The Company paid off its long
term debt of approximately $10 million at the end of the first quarter of 1999
and also reduced the amount of availability on its revolving line of credit. See
"Liquidity and Capital Resources".
The Company reported a provision for income taxes of $16.1 million, or
an effective tax rate of 41.5%, for 1998, compared to $28.1 million, or an
effective tax rate of 39.1% for 1999.
Net income increased by $21.1 million from $22.7 million in 1998 to
$43.8 million in 1999, due to the increase in net sales combined with an
improvement in operating margin and a decrease in interest expense.
1998 COMPARED WITH 1997
Net sales increased 34.6% from $441.9 million in 1997 to $594.8 million
in 1998. Included in net sales in 1997 were $10.1 million of sales of units that
were either previously owned or not Holiday Rambler units and service revenues
generated by the Holiday World Dealerships prior to their sale. The Company's
overall unit sales increased 21.6% from 5,744 units in 1997 to 6,985 units in
1998 (excluding 211 units in 1997 sold by the Holiday World Dealerships that
were either previously owned or not Holiday Rambler units). The Company's unit
sales were up 43.2% in 1998 on the motorized side and down 7.9% for towables.
The Company's overall average unit selling price (excluding units sold by the
Holiday World dealerships that were either previously owned or not Holiday
Rambler units) increased from $76,900 in 1997 to $86,100 in 1998 reflecting the
strong showing of the Company's motorized products.
Gross profit increased by $22.7 million from $59.5 million in 1997 to
$82.2 million in 1998 and gross margin increased from 13.5% in 1997 to 13.8% in
1998.
Selling, general and administrative expenses increased by $5.3 million
from $36.3 million in 1997 to $41.6 million in 1998 and decreased as a
percentage of net sales from 8.2% in 1997 to 7.0% in 1998. The decrease in
selling, general, and administrative expenses as a percentage of sales reflected
efficiencies arising from the
16
<PAGE>
Company's increased sales level as well as savings derived from consolidation
of Indiana-based office staff into office space built in conjunction with the
expansion of production facilities in Wakarusa, Indiana.
Operating income increased $17.4 million from $22.6 million in 1997 to
$40.0 million in 1998. The increase in the Company's gross margin combined with
the reduction of selling, general and administrative expenses as a percentage of
net sales resulted in an increase in operating margin from 5.1% in 1997 to 6.7%
in 1998.
Interest expense decreased from $2.4 million in 1997 to $1.9 million in
1998. The Company's 1997 interest expense included approximately $281,000 of
floor plan interest expense relating to the Holiday World dealerships.
Additionally, interest expense included $411,000 in both years related to the
amortization of $2.1 million in debt issuance costs recorded in conjunction with
the Holiday Acquisition. These costs are being written off over a five-year
period. The Company capitalized $643,000 of interest in 1997 and $44,000 in 1998
related to the construction in progress at the manufacturing facilities in
Wakarusa, Indiana.
In the third quarter of 1997 the Company had other income from
the sale of its two remaining Holiday World retail dealerships which resulted in
a pretax gain on the sale of the buildings and fixed assets from the stores of
$539,000. The impact was $315,000, net of tax, or 2.7 cents per share. The
Company had other income of $523,000 in the third quarter of 1998 related to
insurance reimbursement of income loss from the fire at our Coburg manufacturing
plant in July of 1997. The impact was $306,000, net of tax, or 2.4 cents per
share.
The Company reported a provision for income taxes of $8.8 million, or an
effective tax rate of 41.5%, for 1997 compared to $16.1 million, or an effective
tax rate of 41.5%, for 1998.
Net income increased by $10.3 million from $12.4 million in 1997 to
$22.7 million in 1998 due to the increase in net sales combined with an
improvement in operating margin and a decrease in interest expense.
INFLATION
The Company does not believe that inflation has had a material impact on
its results of operations for the periods presented.
FACTORS THAT MAY AFFECT FUTURE OPERATING RESULTS
POTENTIAL FLUCTUATIONS IN OPERATING RESULTS The Company's net sales,
gross margin and operating results may fluctuate significantly from period to
period due to factors such as the mix of products sold, the ability to utilize
and expand manufacturing resources efficiently, material shortages, the
introduction and consumer acceptance of new models offered by the Company,
competition, the addition or loss of dealers, the timing of trade shows and
rallies, and factors affecting the recreational vehicle industry as a whole. In
addition, the Company's overall gross margin on its products may decline in
future periods to the extent the Company increases its sales of lower gross
margin towable products or if the mix of motor coaches sold shifts to lower
gross margin units. Due to the relatively high selling prices of the Company's
products (in particular, its High-Line Class A motor coaches), a relatively
small variation in the number of recreational vehicles sold in any quarter can
have a significant effect on sales and operating results for that quarter.
Demand in the overall recreational vehicle industry generally declines during
the winter months, while sales and revenues are generally higher during the
spring and summer months. With the broader range of recreational vehicles now
offered by the Company, seasonal factors could have a significant impact on the
Company's operating results in the future. In addition, unusually severe weather
conditions in certain markets could delay the timing of shipments from one
quarter to another.
CYCLICALITY The recreational vehicle industry has been characterized by
cycles of growth and contraction in consumer demand, reflecting prevailing
economic, demographic and political conditions that affect disposable income for
leisure-time activities. Unit sales of recreational vehicles (excluding
conversion vehicles) reached a peak of approximately 259,000 units in 1994 and
declined to approximately 247,000 units in 1996. Although unit sales of
High-Line Class A motor coaches have increased in each year since 1989, there
can be no
17
<PAGE>
assurance that this trend will continue. Furthermore, the Company now
offers a much broader range of recreational vehicle products and will likely be
more susceptible to recreational vehicle industry cyclicality than in the past.
Factors affecting cyclicality in the recreational vehicle industry include fuel
availability and fuel prices, prevailing interest rates, the level of
discretionary spending, the availability of credit and overall consumer
confidence. In particular, a decline in consumer confidence and/or a slowing of
the overall economy has had a material adverse effect on the recreational
vehicle market in the past. Recurrence of these conditions could have a material
adverse effect on the Company's business, results of operations and financial
condition.
MANAGEMENT OF GROWTH Over the past four years the Company has
experienced significant growth in the number of its employees and the scope of
its business. This growth has resulted in the addition of new management
personnel and increased responsibilities for existing management personnel, and
has placed added pressure on the Company's operating, financial and management
information systems. While management believes it has been successful in
managing this expansion there can be no assurance that the Company will not
encounter problems in the future associated with the continued growth of the
Company. Failure to adequately support and manage the growth of its business
could have a material adverse effect on the Company's business, results of
operations and financial condition.
MANUFACTURING EXPANSION The Company has significantly increased its
manufacturing capacity over the last few years and recently announced plans for
additional expansion of manufacturing facilities. The integration of the
Company's facilities and the expansion of the Company's manufacturing operations
involve a number of risks including unexpected building and production
difficulties. In the past the Company experienced startup inefficiencies in
manufacturing a new model and also has experienced difficulty in increasing
production rates at a plant. There can be no assurance that the Company will
successfully integrate its manufacturing facilities or that it will achieve the
anticipated benefits and efficiencies from its expanded manufacturing
operations. In addition, the Company's operating results could be materially and
adversely affected if sales of the Company's products do not increase at a rate
sufficient to offset the Company's increased expense levels resulting from this
expansion.
The setup of new models and scale-up of production facilities involve
various risks and uncertainties, including timely performance of a large number
of contractors, subcontractors, suppliers and various government agencies that
regulate and license construction, each of which is beyond the control of the
Company. The setup of production for new models involves risks and costs
associated with the development and acquisition of new production lines, molds
and other machinery, the training of employees, and compliance with
environmental, health and safety and other regulatory requirements. The
inability of the Company to complete the scale-up of its facilities and to
commence full-scale commercial production in a timely manner could have a
material adverse effect on the Company's business, results of operations and
financial condition. In addition, the Company may from time to time experience
lower than anticipated yields or production constraints that may adversely
affect its ability to satisfy customer orders. Any prolonged inability to
satisfy customer demand could have a material adverse effect on the Company's
business, results of operations and financial condition.
CONCENTRATION OF SALES TO CERTAIN DEALERS Although the Company's
products were offered by 294 dealerships located primarily in the United
States and Canada at the end of 1999, a significant percentage of the
Company's sales have been and will continue to be concentrated among a
relatively small number of independent dealers. Although no single dealer
accounted for as much as 10.0% of the Company's net sales in 1998, in 1999,
concentration of sales was 10.0% for Lazy Days RV Center, Inc. The loss of a
significant dealer or a substantial decrease in sales by such a dealer could
have a material adverse effect on the Company's business, results of
operations and financial condition. See "Business--Sales and Marketing."
POTENTIAL LIABILITY UNDER REPURCHASE AGREEMENTS As is common in the
recreational vehicle industry, the Company enters into repurchase agreements
with the financing institutions used by its dealers to finance their purchases.
These agreements obligate the Company to repurchase a dealer's inventory under
certain circumstances in the event of a default by the dealer to its lender. If
the Company were obligated to repurchase a significant number of its products in
the future, it could have a material adverse effect on the Company's financial
condition, business and results of operations. The Company's contingent
obligations under repurchase agreements vary from period to period and totaled
approximately $278.2 million as of January 1, 2000, with approximately
18
<PAGE>
7.1% concentrated with one dealer. See "Liquidity and Capital Resources" and
Note 17 of Notes to the Company's Consolidated Financial Statements.
AVAILABILITY AND COST OF FUEL An interruption in the supply, or a
significant increase in the price or tax on the sale, of diesel fuel or gasoline
on a regional or national basis could have a material adverse effect on the
Company's business, results of operations and financial condition. Diesel fuel
and gasoline have, at various times in the past, been difficult to obtain, and
there can be no assurance that the supply of diesel fuel or gasoline will
continue uninterrupted, that rationing will not be imposed, or that the price of
or tax on diesel fuel or gasoline, which have increased in price over the last
few months, will not significantly increase in the future, any of which could
have a material adverse effect on the Company's business, results of operations
and financial condition.
DEPENDENCE ON CERTAIN SUPPLIERS A number of important components for
certain of the Company's products are purchased from single or limited sources,
including its turbo diesel engines (Cummins), substantially all of its
transmissions (Allison), axles (Dana) for all diesel motor coaches other than
the Holiday Rambler Endeavor Diesel model and chassis (Workhorse, Ford and
Freightliner) for certain of its motorhome products. The Company has no long
term supply contracts with these suppliers or their distributors, and there can
be no assurance that these suppliers will be able to meet the Company's future
requirements for these components. In 1997, Allison put all chassis
manufacturers on allocation with respect to one of the transmissions the Company
uses, and in 1999 ford indicated it might need to put its gasoline powered
chassis on allocation. The Company presently believes that its allocation by
suppliers of all components is sufficient to enable the unit volume increases
that are planned for models, and the Company does not foresee any operating
difficulties as a result of vendor supply issues.* Nevertheless, there can be no
assurance that Allison, Ford, or any of the Company's other suppliers will be
able to meet the Company's future requirements for transmissions, chassis or
other key components. An extended delay or interruption in the supply of any
components obtained from a single or limited source supplier could have a
material adverse effect on the Company's business, results of operations and
financial condition. See "Business -- Changes."
NEW PRODUCT INTRODUCTIONS The Company believes that the introduction of
new features and new models will be critical to its future success. Delays in
the introduction of new models or product features or a lack of market
acceptance of new models or features and/or quality problems with new models or
features could have a material adverse effect on the Company's business, results
of operations and financial condition. For example unexpected costs associated
with model changes have adversely affected the Company's gross margin in the
past. Future product introductions could divert revenues from existing models
and adversely affect the Company's business, results of operations and financial
condition.
COMPETITION The market for the Company's products is highly competitive.
The Company currently competes with a number of other manufacturers of motor
coaches, fifth wheel trailers and travel trailers, many of which have
significant financial resources and extensive distribution capabilities. There
can be no assurance that either existing or new competitors will not develop
products that are superior to, or that achieve better consumer acceptance than,
the Company's products, or that the Company will continue to remain competitive.
RISKS OF LITIGATION The Company is subject to litigation arising in the
ordinary course of its business, including a variety of product liability and
warranty claims typical in the recreational vehicle industry. Although the
Company does not believe that the outcome of any pending litigation, net of
insurance coverage, will have a material adverse effect on the business, results
of operations or financial condition of the Company, due to the inherent
uncertainties associated with litigation there can be no assurance in this
regard.
To date, the Company has been successful in obtaining product liability
insurance on terms the Company considers acceptable. The Company's current
policies jointly provide coverage against claims based on occurrences within the
policy periods up to a maximum of $41.0 million for each occurrence and $42.0
million in the aggregate. There can be no assurance that the Company will be
able to obtain insurance coverage in the future at acceptable levels or that the
costs of insurance will be reasonable. Furthermore, successful assertion against
the Company of one or a series of large uninsured claims, or of one or a series
of claims exceeding any insurance coverage, could
19
<PAGE>
have a material adverse effect on the Company's business, results of
operations and financial condition.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary sources of liquidity are internally generated cash
from operations and available borrowings under its credit facilities. During
1999, the Company had cash flows of $32.2 million from operating activities. The
Company generated $49.7 million from net income and non-cash expenses such as
depreciation and amortization, which was partially offset by a net increase in
the Company's working capital accounts caused by the higher level of net sales
and increased production levels in the plants. Inventories increased by $28.0
million and deferred income taxes and income taxes payable declined by $4.2
million, which was more than the $15.4 million increase in accounts payable and
accrued expenses.
At the end of 1998 the Company had credit facilities consisting of a
term loan of $20.0 million (the "Term Loan") and a revolving line of credit of
up to $45.0 million (the "Revolving Loans"). The Term Loan bore interest at
various rates based upon the prime lending rate announced from time to time by
Banker's Trust Company (the "Prime Rate") or Eurodollar and was due and payable
in full on March 1, 2001. At the end of the first quarter of 1999 the Company
paid off the remaining balance on the Term Loan, $10.4 million, without penalty.
Additionally, at the end of the first quarter of 1999, the Company elected to
reduce the availability on its Revolving Loans from $45 million to $20 million.
At the election of the Company, the Revolving Loans bear interest at variable
interest rates based on the Prime Rate or Eurodollar. The Revolving Loans are
due and payable in full on March 1, 2001, and require monthly interest payments.
As of January 1, 2000, $7.9 million was outstanding under the Revolving Loans,
with an effective interest rate of 8.5%. The Revolving Loans are collateralized
by a security interest in all of the assets of the Company and include various
restrictions and financial covenants. The Company utilizes "zero balance" bank
disbursement accounts in which an advance on the line of credit is automatically
made for checks clearing each day. Since the balance of the disbursement account
at the bank returns to zero at the end of each day the outstanding checks of the
Company are reflected as a liability. The outstanding check liability is
combined with the Company's positive cash balance accounts to reflect a net book
overdraft or a net cash balance for financial reporting.
The Company's principal working capital requirements are for purchases
of inventory and, to a lesser extent, financing of trade receivables. The
Company's dealers typically finance product purchases under wholesale floor plan
arrangements with third parties as described below. At January 1, 2000, the
Company had working capital of approximately $38.9 million, an increase of $15.2
million from working capital of $23.7 million at January 2, 1999. The Company
has been using short-term credit facilities and cash flow to finance its
construction of facilities and other capital expenditures.
The Company believes that cash flow from operations and funds available
under its credit facilities will be sufficient to meet the Company's liquidity
requirements for the next 12 months.* The Company's capital expenditures were
$32.2 million in 1999, primarily for the acquisition of the Coburg property and
construction costs for the new Coburg manufacturing facilities. In the second
half of 1999 the Company reached an agreement to acquire an additional
production facility in Elkhart, Indiana. The Elkhart facility is adjacent to the
Company's existing Elkhart operations, and includes 30 acres and 250,000 square
feet of additional production space which will be used to more than double the
Company's diesel chassis capacity in Indiana.* The Company is expecting capital
expenditures in 2000 to be approximately $20 to $25 million, which includes
remodeling and upgrading of the new Elkhart facility, finishing expansion
projects started in the second half of 1999, as well as $4 to $5 million of
maintenance capital expenditures for computer system upgrades and additions,
smaller scale plant remodeling projects and normal replacement of outdated or
worn-out equipment.* The Company may require additional equity or debt financing
to address working capital and facilities expansion needs, particularly if the
Company further expands its operations to address greater than anticipated
growth in the market for its products. The Company may also from time to time
seek to acquire businesses that would complement the Company's current business,
and any
20
<PAGE>
such acquisition could require additional financing. There can be no
assurance that additional financing will be available if required or on terms
deemed favorable by the Company.
As is typical in the recreational vehicle industry, many of the
Company's retail dealers utilize wholesale floor plan financing arrangements
with third party lending institutions to finance their purchases of the
Company's products. Under the terms of these floor plan arrangements,
institutional lenders customarily require the recreational vehicle manufacturer
to agree to repurchase any unsold units if the dealer fails to meet its
commitments to the lender, subject to certain conditions. The Company has
agreements with several institutional lenders under which the Company currently
has repurchase obligations. The Company's contingent obligations under these
repurchase agreements are reduced by the proceeds received upon the sale of any
repurchased units. The Company's obligations under these repurchase agreements
vary from period to period. At January 1, 2000, approximately $278.2 million of
products sold by the Company to independent dealers were subject to potential
repurchase under existing floor plan financing agreements with approximately
7.1% concentrated with one dealer. If the Company were obligated to repurchase a
significant number of units under any repurchase agreement, its business,
operating results and financial condition could be adversely affected.
IMPACT OF THE YEAR 2000 ISSUE
The Year 2000 Issue was the result of computer programs being written using two
digits rather than four to define the applicable year. Computer programs that
have date sensitive software may have recognized a date using "00" as the year
1900, rather than the year 2000. To be in "Year 2000 compliance" a computer
program must be written using four digits to define years. As a result, before
the end of 1999, computer systems and/or software used by many companies may
have needed upgrades to comply with such "Year 2000" requirements. Without
upgrades, computer systems could fail or miscalculate causing disruptions of
operations, including, among other things, a temporary inability to process
transactions, send invoices or engage in similar normal business activities.
To date, the Company has not incurred material costs associated with Year 2000
compliance nor any disruption with vendors or operations. Furthermore, the
Company believes that any future costs associated with Year 2000 compliance
efforts will not be material.*
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not Applicable
21
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Monaco Coach Corporation--Consolidated Financial Statements:
Report of Independent Accountants..........................................................23
Consolidated Balance Sheets as of January 2, 1999 and January 1, 2000......................24
Consolidated Statements of Income for the Fiscal Years Ended January 3, 1998
January 2, 1999 and January 1, 2000.....................................................25
Consolidated Statements of Stockholders' Equity for the Fiscal Years Ended
January 3, 1998 January 2, 1999 and January 1, 2000.....................................26
Consolidated Statements of Cash Flows for the Fiscal Years Ended January 3, 1998
January 2, 1999 and January 1, 2000.....................................................27
Notes to Consolidated Financial Statements.................................................28
Schedule Included in Item 14(a):
II Valuation and Qualifying Accounts.......................................................47
</TABLE>
22
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Stockholders and Board of Directors of Monaco Coach Corporation:
In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of income, of stockholders' equity, and of cash flows
listed in the accompanying index present fairly, in all material respects, the
financial position of Monaco Coach Corporation and Subsidiaries (the Company) at
January 2, 1999 and January 1, 2000, and the results of their operations and
their cash flows for each of the three years in the period ended January 1,
2000, in conformity with accounting principles generally accepted in the United
States. In addition, in our opinion, the financial statement schedule listed in
the accompanying index presents fairly, in all material respects, the
information set forth therein when read in conjunction with the related
consolidated financial statements. These financial statements are the
responsibility of the Company's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these financial statements in accordance with auditing standards
generally accepted in the United States, which require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.
/s/ PricewaterhouseCoopers LLP
January 27, 2000
23
<PAGE>
MONACO COACH CORPORATION
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS OF DOLLARS, EXCEPT SHARE AND PER SHARE DATA)
<TABLE>
<CAPTION>
JANUARY 2, JANUARY 1,
1999 2000
---------------- ----------------
<S> <C> <C>
ASSETS
Current assets:
Trade receivables, net of $397 and $199, respectively $ 36,073 $ 36,538
Inventories 59,566 87,596
Prepaid expenses 143 322
Deferred income taxes 10,978 13,490
Notes receivable 141
---------------- ----------------
Total current assets 106,901 137,946
Notes receivable, less current portion 769
Property, plant and equipment, net 61,655 89,439
Debt issuance costs, net of accumulated amortization
of $1,184 and $1,999, respectively 929 114
Goodwill, net of accumulated amortization of $3,384
and $4,029, respectively 19,873 19,228
---------------- ----------------
Total assets $ 190,127 $ 246,727
---------------- ----------------
---------------- ----------------
LIABILITIES
Current liabilities:
Book overdraft $ 10,519 $ 12,478
Line of credit 1,640 7,853
Current portion of long-term note payable 5,000
Accounts payable 28,498 36,912
Income taxes payable 4,149 1,406
Accrued expenses and other liabilities 33,419 40,409
---------------- ----------------
Total current liabilities 83,225 99,058
Note payable, less current portion 5,400
Deferred income taxes 3,309 4,330
---------------- ----------------
Total liabilities 91,934 103,388
---------------- ----------------
Commitments and contingencies (Note 17)
STOCKHOLDERS' EQUITY
Common stock, $.01 par value; 20,000,000 shares
authorized, 12,481,095 and 18,871,084 issued
and outstanding respectively 125 189
Additional paid-in capital 44,947 46,268
Retained earnings 53,121 96,882
---------------- ----------------
Total stockholders' equity 98,193 143,339
---------------- ----------------
Total liabilities and stockholders' equity $ 190,127 $ 246,727
---------------- ----------------
---------------- ----------------
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
24
<PAGE>
MONACO COACH CORPORATION
CONSOLIDATED STATEMENTS OF INCOME FOR
THE YEARS ENDED JANUARY 3, 1998, JANUARY 2, 1999 AND JANUARY 1, 2000
(IN THOUSANDS OF DOLLARS, EXCEPT SHARE AND PER SHARE DATA)
<TABLE>
<CAPTION>
1997 1998 1999
--------------- ------------- --------------
<S> <C> <C> <C>
Net sales $ 441,895 $ 594,802 $ 780,815
Cost of sales 382,367 512,570 658,536
--------------- ------------- --------------
Gross profit 59,528 82,232 122,279
Selling, general and administrative expenses 36,307 41,571 48,791
Amortization of goodwill 594 645 645
--------------- ------------- --------------
Operating income 22,627 40,016 72,843
Other income, net 468 607 142
Interest expense (2,379) (1,861) (1,143)
Gain on sale of dealership assets 539
--------------- ------------- --------------
Income before income taxes 21,255 38,762 71,842
Provision for income taxes 8,819 16,093 28,081
--------------- ------------- --------------
Net income 12,436 22,669 43,761
Accretion of redeemable preferred stock (317)
--------------- ------------- --------------
Net income attributable to
common stock $ 12,119 $ 22,669 $ 43,761
--------------- ------------- --------------
--------------- ------------- --------------
Earnings per common share:
Basic $ 0.72 $ 1.21 $ 2.33
Diluted $ 0.71 $ 1.19 $ 2.26
Weighted average common shares outstanding:
Basic 16,865,842 18,658,003 18,808,963
Diluted 17,545,464 19,081,984 19,366,969
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
25
<PAGE>
MONACO COACH CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED JANUARY 3, 1998, JANUARY 2, 1999 AND JANUARY 1, 2000
(IN THOUSANDS OF DOLLARS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
Common Stock Additional
------------------------ Paid-in Retained
Shares Amount Capital Earnings Total
------------ ---------- ----------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Balances, December 28, 1996 4,430,467 $ 44 $ 25,430 $ 18,333 $ 43,807
Issuance of common stock 835,265 9 15,697 15,706
Conversion of preferred stock 230,767 2 2,997 2,999
Tax benefit of stock options exercised 117 117
Preferred stock accretion (317) (317)
Net income 12,436 12,436
------------ ---------- ----------- ---------- ----------
Balances, January 3, 1998 5,496,499 55 44,241 30,452 74,748
Issuance of common stock 72,420 1 590 591
Tax benefit of stock options exercised 185 185
Stock splits 6,912,176 69 (69) 0
Net income 22,669 22,669
------------ ---------- ----------- ---------- ----------
Balances, January 2, 1999 12,481,095 125 44,947 53,121 98,193
Issuance of common stock 116,311 1 956 957
Tax benefit of stock options exercised 428 428
Stock split 6,273,678 63 (63) 0
Net income 43,761 43,761
------------ ---------- ----------- ---------- ----------
Balances, January 1, 2000 18,871,084 $ 189 $ 46,268 $ 96,882 $143,339
------------ ---------- ----------- ---------- ----------
------------ ---------- ----------- ---------- ----------
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
26
<PAGE>
MONACO COACH CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED JANUARY 3, 1998, JANUARY 2, 1999 AND JANUARY 1, 2000
(IN THOUSANDS OF DOLLARS, EXCEPT SHARE AND PER SHARE DATA)
<TABLE>
<CAPTION>
1997 1998 1999
------------------ --------------- ---------------
<S> <C> <C> <C>
INCREASE (DECREASE) IN CASH:
Cash flows from operating activities:
Net income $ 12,436 $ 22,669 $ 43,761
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Gain on sale of dealership assets (539)
Depreciation and amortization 3,641 4,947 5,904
Loss (gain) on disposal of equipment (32)
Deferred income taxes (167) (2,011) (1,491)
Change in assets and liabilities, net of effects
of business combination:
Trade receivables, net (10,423) (10,764) (465)
Inventories (790) (14,145) (28,030)
Prepaid expenses 415 785 (179)
Accounts payable (720) 5,000 8,414
Income taxes payable (6,357) 3,144 (2,743)
Accrued expenses and other liabilities 2,463 7,392 6,990
------------------ --------------- ---------------
Net cash provided by (used in) operating
activities (41) 16,985 32,161
------------------ --------------- ---------------
Cash flows from investing activities:
Additions to property, plant and equipment (19,617) (10,286) (32,228)
Proceeds from sale of equipment 189
Proceeds from sale of retail stores and collections
on notes receivable, net of closing costs 1,249 1,847 910
Other 0 (80)
------------------ --------------- ---------------
Net cash used in investing activities (18,368) (8,330) (31,318)
------------------ --------------- ---------------
Cash flows from financing activities:
Book overdraft 4,307 3,757 1,959
Borrowings (payments) on line of credit, net 5,564 (7,713) 6,213
Borrowings (payments) on floor financing, net (4,650)
Payments on long-term notes payable (2,625) (5,475) (10,400)
Issuance of common stock 16,351 591 1,385
Cost to issue shares of common stock (645)
Other 107 185
------------------ --------------- ---------------
Net cash provided by (used in) financing
activities 18,409 (8,655) (843)
------------------ --------------- ---------------
Net change in cash 0 0 0
Cash at beginning of period 0 0 0
------------------ --------------- ---------------
Cash at end of period $ 0 $ 0 $ 0
------------------ --------------- ---------------
------------------ --------------- ---------------
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
27
<PAGE>
MONACO COACH CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES:
BUSINESS
Monaco Coach Corporation and its subsidiaries (the "Company") manufacture
a line of premium motor coaches, bus conversions and towable recreational
vehicles at manufacturing facilities in Oregon and Indiana. These products
are sold primarily to independent dealers throughout the United States and
Canada.
The Company has adopted Statement of Financial Accounting Standards (SFAS)
No. 131, "Disclosures about Segments of an Enterprise and Related
Information," effective for fiscal years beginning after December 31,
1997. SFAS No. 131 establishes a framework for segment reporting which
includes interim reporting requirements of selected segment information.
The Company has determined that it has a single reportable operating
segment consisting of the design, manufacture, and sale (wholesale) of
recreational vehicles including motor coaches and towable fifth wheel and
travel trailers. These product lines have similar economic characteristics
and are similar in the nature of products, manufacturing processes,
customer characteristics, and distribution methods.
CONSOLIDATION POLICY
The accompanying consolidated financial statements include the accounts of
the Company and its wholly-owned subsidiaries. All material intercompany
transactions and balances have been eliminated.
FISCAL PERIOD
The Company follows a 52/53 week fiscal year period ending on the Saturday
closest to December 31. Interim periods also end on the Saturday closest
to the calendar quarter end. Therefore 1997 was 53 weeks long, and 1998
and 1999 were each 52 weeks long. All references to years in the
consolidated financial statements relate to fiscal years rather than
calendar years.
STOCK SPLITS
On May 18, 1999 the Board of Directors declared a three-for-two stock
split in the form of a 50% stock dividend on the Company's Common stock.
Accordingly, all historical weighted average share and per share amounts
have been restated to reflect the stock split. Share amounts presented in
the Consolidated Statement of Stockholders' Equity reflect the actual
share amounts outstanding for each period presented.
ESTIMATES AND INDUSTRY FACTORS
ESTIMATES - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from
those estimates.
CONCENTRATION OF CREDIT RISK - The Company distributes its products
through an independent dealer network for recreational vehicles. Sales to
one customer were approximately 9%, 6%, and 10% of net revenues for the
fiscal years ended January 3, 1998, January 2, 1999, and January 1, 2000
respectively. No other individual dealers represented over 10% of net
revenues in 1997 or 1998. The loss of a significant dealer or a
substantial decrease in sales by such a dealer could have a material
adverse effect on the Company's business, results of operations and
financial results.
Continued
28
<PAGE>
MONACO COACH CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
1. BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:
Concentrations of credit risk exist for accounts receivable and repurchase
agreements (see Note 17), primarily for the Company's largest dealers. The
Company generally sells to dealers throughout the United States and there
is no geographic concentration of credit risk.
RELIANCE ON KEY SUPPLIERS - The Company's production strategy relies on
certain key suppliers' ability to deliver subassemblies and component
parts in time to meet manufacturing schedules. The Company has a variety
of key suppliers, including Allison, Workhorse, Cummins, Dana, Ford and
Freightliner. The Company does not have any long-term contracts with these
suppliers or their distributors. In 1997, Allison put all chassis
manufacturers on allocation with respect to one of the transmissions the
Company uses, and in 1999 Ford indicated it might need to put its gasoline
powered chassis on allocation. In light of these dependencies, it is
possible that failure of Allison, Ford or any of the other suppliers to
meet the Company's future requirements for transmissions, chassis or other
key components could have a material near-term impact on the Company's
business, results of operations and financial condition.
WARRANTY CLAIMS - Estimated warranty costs are provided for at the time of
sale of products with warranties covering the products for up to one year
from the date of retail sale (five years for the front and sidewall frame
structure).
INVENTORIES
Inventories consist of raw materials, work-in-process and finished
recreational vehicles and are stated at the lower of cost (first-in,
first-out) or market. Cost of work-in-process and finished recreational
vehicles includes material, labor and manufacturing overhead costs.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment, including significant improvements thereto,
are stated at cost less accumulated depreciation and amortization. Cost
includes expenditures for major improvements, replacements and renewals
and the net amount of interest cost associated with significant capital
additions during periods of construction. Capitalized interest was
$643,000 in 1997, $44,000 in 1998 and $195,000 in 1999. Maintenance and
repairs are charged to expense as incurred. Replacements and renewals are
capitalized. When assets are sold, retired or otherwise disposed of, the
cost and accumulated depreciation are removed from the accounts and any
resulting gain or loss is reflected in income.
The cost of plant and equipment is depreciated using the straight-line
method over the estimated useful lives of the related assets. Buildings
are generally depreciated over 39 years and equipment is depreciated over
3 to 10 years. Leasehold improvements are amortized under the
straight-line method based on the shorter of the lease periods or the
estimated useful lives.
At each balance sheet date, management assesses whether there has been
permanent impairment in the value of long-lived assets. The amount of any
such impairment is determined by comparing anticipated undiscounted future
cash flows from operating activities with the associated carrying value.
The factors considered by management in performing this assessment include
current operating results, trends and prospects, as well as the effects of
obsolescence, demand, competition and other economic factors.
Continued
29
<PAGE>
MONACO COACH CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
1. BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:
GOODWILL AND DEBT ISSUANCE COSTS
Goodwill represents the excess of the cost of acquisition over the fair
value of net assets acquired. The Company is the successor to a company
formed in 1968 (the "Predecessor") and commenced operations on March 5,
1993 by acquiring substantially all of the assets and liabilities of the
Predecessor. The goodwill arising from the acquisition of the assets and
operations of the Company's Predecessor in March 1993 is being amortized
on a straight-line basis over 40 years and, at January 1, 2000, the
unamortized amount was $2.1 million. The goodwill arising from the Holiday
Acquisition (as hereinafter defined) is being amortized on a straight-line
basis over 20 years; at January 1, 2000, the unamortized amount was $17.1
million. At each balance sheet date, management assesses whether there has
been permanent impairment in the value of goodwill. The amount of any such
impairment is determined by comparing anticipated undiscounted future cash
flows from operating activities with the associated carrying value. The
factors considered by management in performing this assessment include
current operating results, trends and prospects, as well as the effects of
obsolescence, demand, competition and other economic factors.
30
<PAGE>
Unamortized debt issuance costs of $929,000 at January 2, 1999 and
$114,000 at January 1, 2000, arising from the Holiday Acquisition, are
being amortized over the term of the loan.
INCOME TAXES
Deferred taxes are recognized based on the difference between the
financial statement and tax bases of assets and liabilities at enacted tax
rates in effect in the years in which the differences are expected to
reverse. Deferred tax expense or benefit represents the change in deferred
tax asset/liability balances. A valuation allowance is established for
deferred tax assets when it is more likely than not that the deferred tax
asset will not be realized.
REVENUE RECOGNITION
The Company recognizes revenue from the sale of recreational vehicles (i)
upon shipment or dealer/customer pick-up (most dealers finance their
purchases under floor plan financing arrangements with banks or finance
companies; for these sales, the financing is completed before the vehicles
are shipped), or (ii) when the dealer has arranged floor plan financing
for the vehicle and the vehicle is available for delivery but has been set
aside and held at the request of the dealer, generally for a few days,
until pick-up or delivery.
ADVERTISING COSTS
The Company expenses advertising costs as incurred, except for prepaid
show costs which are expensed when the event takes place. During 1999,
approximately $6.4 million ($6.2 million in 1997 and $6.2 million in 1998)
of advertising costs were expensed.
RESEARCH AND DEVELOPMENT COSTS
Research and development costs are charged to expense as incurred and were
$4.7 million for 1999 ($4.6 million in 1997 and $4.2 million for 1998).
Continued
31
<PAGE>
MONACO COACH CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
1. BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:
SUPPLEMENTAL CASH FLOW DISCLOSURES :
<TABLE>
<CAPTION>
(IN THOUSANDS)
1997 1998 1999
----------------- ---------------- ---------------
<S> <C> <C> <C>
Cash paid during the period for:
Interest, net of amount capitalized of $643 in
1997, $44 in 1998 and $195 in 1999 $ 2,064 $ 1,994 $ 1,131
Income taxes 15,311 14,733 30,823
Sale of retail stores:
Notes receivable obtained from the sale of
retail stores $ 2,038
</TABLE>
2. HOLIDAY ACQUISITION:
On March 4, 1996, the Company acquired certain assets of the Holiday
Rambler Recreational Vehicle Manufacturing Division ("Holiday Rambler")
and certain assets of the Holiday World Retail Division ("Holiday World")
of Harley-Davidson, Inc. ("Harley-Davidson"). The acquisition ("Holiday
Acquisition") was accounted for as a purchase.
The allocation of the purchase price and the related goodwill was subject
to adjustment upon resolution of pre-Holiday Acquisition contingencies.
The effects of resolution of pre-Holiday Acquisition contingencies
occurring: (i) within one year of the acquisition date were reflected as
an adjustment of the allocation of the purchase price and of goodwill, and
(ii) after one year were recognized in the determination of net income.
The ten acquired Holiday World retail store properties were classified as
"assets held for sale". Eight of the stores were sold within one year of
the acquisition date. The remaining two stores were sold for a gain of
$539,000 in the third quarter of 1997 which was recognized in the
determination of net income for the period. The Company's results of
operations and cash flows include Holiday World since March 4, 1996, as
the operating activities of Holiday World are not clearly distinguishable
from other continuing operations. Net sales of Holiday World stores
subsequent to the purchase and included in the fiscal year ended January
3, 1998 were $6.8 million.
3. INVENTORIES:
Inventories consist of the following:
<TABLE>
<CAPTION>
(IN THOUSANDS)
January 2, January 1,
1999 2000
---------------- ---------------
<S> <C> <C>
Raw materials $ 34,207 $ 48,300
Work-in-process 21,299 26,743
Finished units 4,060 12,553
---------------- ---------------
$ 59,566 $ 87,596
================ ===============
</TABLE>
32
<PAGE>
MONACO COACH CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
4. PROPERTY, PLANT AND EQUIPMENT:
Property, plant and equipment consist of the following:
<TABLE>
<CAPTION>
(IN THOUSANDS)
January 2, January 1,
1999 2000
---------------- ---------------
<S> <C> <C>
Land $ 4,149 $ 6,323
Buildings 44,442 72,184
Equipment 12,549 16,679
Furniture and fixtures 4,204 5,687
Vehicles 942 1,028
Leasehold improvements 619 825
Construction in progress 4,161 567
---------------- ---------------
71,066 103,293
Less accumulated depreciation and amortization 9,411 13,854
---------------- ---------------
$ 61,655 $ 89,439
================ ===============
</TABLE>
5. NOTES RECEIVABLE:
The Company acquired notes receivable as consideration for the sale of
certain Holiday World retail stores. As of the year ended January 1, 2000,
there were no outstanding notes receivable balances.
6. ACCRUED EXPENSES AND OTHER LIABILITIES:
<TABLE>
<CAPTION>
(IN THOUSANDS)
January 2, January 1,
1999 2000
---------------- ---------------
<S> <C> <C>
Payroll, vacation and related accruals $ 11,200 $ 11,652
Payroll and property taxes 1,381 1,815
Reserve for warranty claims 11,906 15,300
Reserve for product liability claims 5,698 7,543
Promotional and advertising 946 1,085
Other 2,288 3,014
--------------- --------------
$ 33,419 $ 40,409
=============== ===============
</TABLE>
7. LINE OF CREDIT:
The Company has a revolving line of credit up to $20 million, with
interest payable monthly at varying rates based on the Company's interest
coverage ratio and interest payable monthly on the unused available
portion of the line at .375%. There were outstanding borrowings of $7.9
million at January 1, 2000 with an effective interest rate of 8.5%.
The weighted average interest rate on the outstanding borrowings under the
revolving line of credit was 8.4% and 8.0% for 1998 and 1999,
respectively. Interest expense on the unused available portion of the line
was $154,000 or 3.7% and $89,000 or 3.2% of weighted average outstanding
borrowings for 1998 and 1999, respectively. The revolving line of credit
expires March 1, 2001 and is collateralized by all the assets of the
Company. The agreement contains restrictive covenants as to EBITDA
(earnings before interest, taxes, depreciation and amortization), interest
coverage ratio, leverage ratio and capital expenditures.
33
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
8. LONG-TERM BORROWINGS:
In 1996, the Company obtained a term loan to finance the Holiday
Acquisition, with interest payable monthly at various rates based on the
Company's interest coverage ratio. During the first quarter of 1999, the
Company paid the remaining portion of the term loan in full without
penalty.
9. PREFERRED STOCK:
The Company has authorized "blank check" preferred stock (1,934,783 shares
authorized, $.01 par value) ("Preferred Stock"), which may be issued from
time to time in one or more series upon authorization by the Company's
Board of Directors. The Board of Directors, without further approval of
the stockholders, is authorized to fix the dividend rights and terms,
conversion rights, voting rights, redemption rights and terms, liquidation
preferences, and any other rights, preferences, privileges and
restrictions applicable to each series of the Preferred Stock. There were
no shares of Preferred Stock outstanding as of January 2, 1999 or January
1, 2000.
The Company had designated 100,000 shares of the original 2,000,000 shares
authorized of Preferred Stock as Series A Convertible Preferred Stock
("Series A") at $.01 par value. The Company issued 65,217 shares of Series
A in connection with the Holiday Acquisition. The outstanding shares of
Series A were converted into 230,767 shares of Common Stock in conjunction
with the Company's secondary public offering on June 23, 1997. None of the
Series A remained authorized at January 1, 2000.
The excess of redemption value over the carrying value of Series A was
accreted by charges to retained earnings. For the year ended January 3,
1998 the accretion charge was $317,000.
10. INCOME TAXES:
The provision for income taxes is as follows:
<TABLE>
<CAPTION>
(IN THOUSANDS)
1997 1998 1999
---------------- ---------------- ----------------
<S> <C> <C>
Current:
Federal $ 7,349 $ 14,985 $ 24,439
State 1,637 3,119 5,133
---------------- ---------------- ----------------
8,986 18,104 29,572
Deferred:
Federal (136) (1,660) (1,222)
State (31) (351) (269)
---------------- ---------------- ----------------
Provision for income taxes $ 8,819 $ 16,093 $ 28,081
---------------- ---------------- ----------------
---------------- ---------------- ----------------
</TABLE>
Continued
34
<PAGE>
MONACO COACH CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
10. INCOME TAXES, CONTINUED:
The reconciliation of the provision for income taxes at the U.S. federal
statutory rate to the Company's effective income tax rate is as follows:
<TABLE>
<CAPTION>
(IN THOUSANDS)
1997 1998 1999
---------------- --------------- ----------------
<S> <C> <C> <C>
Expected U.S. federal income taxes at
statutory rates $ 7,439 $ 13,567 $ 25,145
State and local income taxes, net of
federal benefit 1,106 1,799 3,162
Other 274 727 (226)
---------------- --------------- ----------------
$ 8,819 $ 16,093 $ 28,081
---------------- --------------- ----------------
---------------- --------------- ----------------
</TABLE>
The components of the current net deferred tax asset and long-term net
deferred tax liability are:
<TABLE>
<CAPTION>
(IN THOUSANDS)
January 2, January 1,
1999 2000
---------------- ---------------
<S> <C> <C>
Current deferred income tax assets:
Warranty liability $ 4,717 $ 6,063
Product liability 2,374 2,989
Inventory reserves 1,134 2,443
Payroll and related accruals 1,549 973
Other accruals 1,204 1,022
---------------- ---------------
$ 10,978 $ 13,490
---------------- ---------------
---------------- ---------------
Long-term deferred income tax liabilities:
Depreciation $ 1,301 $ 2,194
Amortization 2,008 2,136
---------------- ---------------
$ 3,309 $ 4,330
---------------- ---------------
---------------- ---------------
</TABLE>
Management believes that the temporary differences which gave rise to the
deferred income tax assets will be reversed in the foreseeable future and
that the benefit thereof will be realized as a reduction in the provision
for current income taxes.
35
<PAGE>
MONACO COACH CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
11. EARNINGS PER SHARE:
EARNINGS PER SHARE
Basic earnings per common share is based on the weighted average number of
shares outstanding during the period using net income attributable to
common stock as the numerator. Diluted earnings per common share is based
on the weighted average number of shares outstanding during the period,
after consideration of the dilutive effect of stock options and
convertible preferred stock, using net income as the numerator. The
weighted average number of common shares used in the computation of
earnings per common share for the years ended January 3, 1998, January 2,
1999 and January 1, 2000 are as follows:
<TABLE>
<CAPTION>
1997 1998 1999
---------------- ---------------- ----------------
<S> <C> <C> <C>
BASIC
Issued and outstanding shares (weighted
average) 16,865,842 18,658,003 18,808,963
EFFECT OF DILUTIVE SECURITIES
Stock options 321,413 423,981 558,006
Convertible preferred stock 358,209
---------------- ---------------- ----------------
DILUTED 17,545,464 19,081,984 19,366,969
---------------- ---------------- ----------------
---------------- ---------------- ----------------
</TABLE>
12. LEASES:
The Company has commitments under certain noncancelable operating leases.
Total rental expense for the fiscal years ended January 3, 1998, January
2, 1999, and January 1, 2000 related to operating leases amounted to
approximately $1.1 million, $1.1 million, and $1.0 million respectively.
Approximate future minimum rental commitments under these leases at
January 1, 2000 are summarized as follows:
<TABLE>
<CAPTION>
Fiscal Year (IN THOUSANDS)
-----------------
<S> <C>
2000 $1,790
2001 1,645
2002 271
2003 31
</TABLE>
13. BONUS PLAN:
The Company has a discretionary bonus plan for certain key employees.
Bonus expense included in selling, general and administrative expenses for
the years ended January 3, 1998, January 2, 1999 and January 1, 2000 was
$4.3 million , $9.0 million and $8.0 million, respectively.
36
<PAGE>
MONACO COACH CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
14. STOCK OPTION PLANS:
The Company has an Employee Stock Purchase Plan (the "Purchase Plan") -
1993, a Non-employee Director Stock Option Plan (the "Director Plan") -
1993, and an Incentive Stock Option Plan (the "Option Plan") - 1993:
STOCK PURCHASE PLAN
The Company's Purchase Plan qualifies under Section 423 of the Internal
Revenue Code. The Company has reserved 455,625 shares of Common Stock for
issuance under the Purchase Plan. During the years ended January 2, 1999
and January 1, 2000, 26,863 shares and 25,394 shares, respectively, were
purchased under the Purchase Plan. The weighted-average fair value of
purchase rights granted in 1998 and 1999 was $10.77 and $20.40,
respectively. Under the Purchase Plan, an eligible employee may purchase
shares of common stock from the Company through payroll deductions of up
to 10% of base compensation, at a price per share equal to 85% of the
lesser of the fair market value of the Company's Common Stock as of the
first day (grant date) or the last day (purchase date) of each six-month
offering period under the Purchase Plan.
The Purchase Plan is administered by a committee appointed by the Board.
Any employee who is customarily employed for at least 20 hours per week
and more than five months in a calendar year by the Company, or by any
majority-owned subsidiary designated from time to time by the Board, and
who does not own 5% or more of the total combined voting power or value of
all classes of the Company's outstanding capital stock, is eligible to
participate in the Purchase Plan.
DIRECTORS' OPTION PLAN
Each non-employee director of the Company, other than directors affiliated
with Liberty Investment Partners II, L.P. or Cariad Capital, Inc., is
entitled to participate in the Company's "Director Plan". The Board of
Directors and the stockholders have authorized a total of 135,000 shares
of Common Stock for issuance pursuant to the Director Plan. Under the
terms of the Director Plan, each eligible non-employee director is
automatically granted an option to purchase 8,000 shares of Common Stock
(the "Initial Option") on the later of the effective date of the Company's
initial public offering or the date on which the optionee first becomes a
director of the Company. Thereafter, each optionee is automatically
granted an additional option to purchase 2,500 shares of Common Stock (a
"Subsequent Option") on September 30 of each year if, on such date, the
optionee has served as a director of the Company for at least six months.
Each Initial Option vests over five years at the rate of 20% of the shares
subject to the Initial Option at the end of each anniversary following the
date of grant. Each Subsequent Option vests in full on the fifth
anniversary of its date of grant. The exercise price of each option is the
fair market value of the Common Stock as determined by the closing price
reported by the New York Stock Exchange on the date of grant. As of
January 1, 2000, 10,800 options had been exercised, and options to
purchase 80,600 shares of common stock were outstanding.
37
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
14. STOCK OPTION PLANS, CONTINUED:
OPTION PLAN
The Option Plan provides for the grant to employees of incentive stock
options within the meaning of Section 422 of the Internal Revenue Code of
1986, as amended (the "Code"), and for the grant to employees and
consultants of the Company of nonstatutory stock options. A total of
1,771,875 shares of Common Stock have been reserved for issuance under the
Option Plan. As of January 1, 2000, options to purchase 728,829 shares of
Common Stock were outstanding. These options vest ratably over five years
commencing with the date of grant.
The exercise price of all incentive stock options granted under the Option
Plan must be at least equal to the fair market value of a share of the
Company's Common Stock on the date of grant. With respect to any
participant possessing more than 10% of the voting power of the Company's
outstanding capital stock, the exercise price of any option granted must
equal at least 110% of the fair market value on the grant date, and the
maximum term of the option must not exceed five years. The terms of all
other options granted under the Option Plan may not exceed ten years.
Transactions involving the Director Plan and the Option Plan are
summarized with corresponding weighted-average exercise prices as follows
(effected for all stock splits-- See Note 11):
<TABLE>
<CAPTION>
Shares Price
----------- -----------
<S> <C> <C>
Outstanding at December 28, 1996 672,633 $ 3.33
Granted 229,253 5.40
Exercised (83,864) 2.41
Forfeited (63,382) 4.22
----------- -----------
Outstanding at January 3, 1998 754,640 3.98
Granted 188,335 11.60
Exercised (144,345) 2.86
Forfeited (17,116) 5.64
----------- -----------
Outstanding at January 2, 1999 781,514 5.99
Granted 155,151 15.66
Exercised (124,264) 5.22
Forfeited (2,972) 8.43
----------- -----------
Outstanding at January 1, 2000 809,429 $ 7.95
----------- -----------
</TABLE>
For various price ranges, weighted average characteristics of all
outstanding stock options at January 1, 2000 were as follows:
<TABLE>
<CAPTION>
Options Outstanding Options Exercisable
------------------------------------ ----------------------
Range of Remaining Weighted- Weighted-
Exercise Life Average Average
Prices Shares (years) Price Shares Price
--------------- ---------- ------------ ----------- ---------- -----------
<S> <C> <C> <C> <C> <C>
$ 0.98 83,601 3.2 $ 0.98 83,601 $ 0.98
$ 0.99 - 4.67 183,748 5.1 4.10 116,496 4.11
$ 4.68 - 7.55 211,150 6.3 5.37 70,941 4.97
$ 7.56 - 11.62 175,779 8.3 11.60 25,919 11.62
$ 11.63 - 24.38 155,151 9.3 15.66 --- ---
---------- ----------
809,429 296,957
---------- ----------
---------- ----------
</TABLE>
Continued
38
<PAGE>
MONACO COACH CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
14. STOCK OPTION PLAN CONTINUED:
The Company complies with the disclosure-only provisions of SFAS No. 123,
"Accounting for Stock-Based Compensation", and thus no compensation cost
has been recognized for the Director Plan, the Option Plan or the Purchase
Plan. Had compensation cost for the three stock-based compensation plans
been determined based on the fair value of options at the date of grant
consistent with the provisions of SFAS No. 123, the Company's pro forma
net income and pro forma earnings per share would have been as follows:
<TABLE>
<CAPTION>
(IN THOUSANDS, EXCEPT PER SHARE DATA)
1997 1998 1999
----------- --------- -----------
<S> <C> <C> <C>
Net income - as reported $ 12,436 $ 22,669 $ 43,761
Net income - pro forma 12,158 22,226 43,067
Diluted earnings per share - as reported $ .71 1.19 2.26
Diluted earnings per share - pro forma $ .69 $ 1.17 2.22
</TABLE>
The pro forma effect on net income for 1997, 1998 and 1999 is not
representative of the pro forma effect in future years because
compensation expense related to grants made in prior years is not
considered. For purposes of the above pro forma information, the fair
value of each option grant was estimated at the date of grant using the
Black-Scholes option pricing model with the following weighted average
assumptions:
<TABLE>
<CAPTION>
1997 1998 1999
--------- --------- ---------
<S> <C> <C> <C>
Risk-free interest rate 6.14% 5.57% 4.43%
Expected life (in years) 6.16 6.69 6.65
Expected volatility 56.07% 56.58% 55.65%
Expected dividend yield 0.00% 0.00% 0.00%
</TABLE>
15. FAIR VALUE OF FINANCIAL INSTRUMENTS:
The fair value of the Company's financial instruments are presented below.
The estimates require subjective judgments and are approximate. Changes in
methodologies and assumptions could significantly affect estimates.
LINE OF CREDIT - The carrying amount outstanding on the revolving line of
credit is $1.6 million and $7.9 million at January 2, 1999 and January 1,
2000, respectively, which approximates the estimated fair value as this
instrument requires interest payments at a market rate of interest plus a
margin.
16. 401(K) DEFINED CONTRIBUTION PLAN
The Company sponsors a 401(k) defined contribution plan covering
substantially all full-time employees. Company contributions to the plan
totaled $571,000 in 1999, $439,000 in 1997 and $493,000 in 1998.
39
<PAGE>
MONACO COACH CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
17. COMMITMENTS AND CONTINGENCIES:
REPURCHASE AGREEMENTS
Substantially all of the Company's sales to independent dealers are made
on terms requiring cash on delivery. The Company does not finance dealer
purchases. However, most purchases are financed on a "floor plan" basis by
a bank or finance company which lends the dealer all or substantially all
of the wholesale purchase price and retains a security interest in the
vehicles. Upon request of a lending institution financing a dealer's
purchases of the Company's product, the Company will execute a repurchase
agreement. These agreements provide that, for up to 18 months after a unit
is shipped, the Company will repurchase a dealer's inventory in the event
of a default by a dealer to its lender.
The Company's liability under repurchase agreements is limited to the
unpaid balance owed to the lending institution by reason of its extending
credit to the dealer to purchase its vehicles, reduced by the resale value
of vehicles which may be repurchased. The risk of loss is spread over
numerous dealers and financial institutions.
No significant net losses were incurred during the years ended January 3,
1998, January 2, 1999 or January 1, 2000. The approximate amount subject
to contingent repurchase obligations arising from these agreements at
January 1, 2000 is $278.2 million. If the Company were obligated to
repurchase a significant number of recreational vehicles in the future,
losses and reduction in new recreational vehicle sales could result.
PRODUCT LIABILITY
The Company is subject to regulations which may require the Company to
recall products with design or safety defects, and such recall could have
a material adverse effect on the Company's business, results of operations
and financial condition.
The Company has from time to time been subject to product liability
claims. To date, the Company has been successful in obtaining product
liability insurance on terms the Company considers acceptable. The terms
of the policy contain a self-insured retention amount of $100,000 per
occurrence, with a maximum annual aggregate self-insured retention of $1.0
million. Overall product liability insurance, including umbrella coverage,
is available to a maximum amount of $41.0 million for each occurrence and
an annual aggregate of $42.0 million. There can be no assurance that the
Company will be able to obtain insurance coverage in the future at
acceptable levels or that the cost of insurance will be reasonable.
Furthermore, successful assertion against the Company of one or a series
of large uninsured claims, or of one or a series of claims exceeding any
insurance coverage, could have a materially adverse effect on the
Company's business, results of operations and financial condition.
LITIGATION
The Company is involved in various legal proceedings which are incidental
to the industry and for which certain matters are covered in whole or in
part by insurance or, otherwise, the Company has recorded accruals for
estimated settlements. Management believes that any liability which may
result from these proceedings will not have a material adverse effect on
the Company's consolidated financial statements.
OTHER COMMITMENTS
In 1999, the Company began construction of additional office facilities in
Oregon. The new facility is scheduled to be completed in 2000 at a total
budgeted cost of $2.0 million. At January 1, 2000, the Company had
incurred approximately $407,000 in expenditures related to construction in
progress on the facility.
40
<PAGE>
MONACO COACH CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
18. QUARTERLY RESULTS (UNAUDITED):
<TABLE>
<CAPTION>
1st 2nd 3rd 4th
YEAR ENDED JANUARY 3, 1998 Quarter Quarter Quarter Quarter
----------------------------------------------------------------------
<S> <C> <C> <C> <C>
(IN THOUSANDS, EXCEPT PER SHARE DATA)
Net sales $109,024 $105,981 $105,796 $121,094
Gross profit 15,034 14,329 14,084 16,081
Operating income 5,391 5,341 5,361 6,534
Net income 2,697 2,816 3,159 3,764
Net income attributable to common stock 2,672 2,524 3,159 3,764
----------------------------------------------------------------------
Earnings per common share:
Basic $0.18 $0.16 $0.17 $0.20
Diluted $0.17 $0.16 $0.17 $0.20
----------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
1st 2nd 3rd 4th
YEAR ENDED JANUARY 2, 1999 Quarter Quarter Quarter Quarter
----------------------------------------------------------------------
<S> <C> <C> <C> <C>
(IN THOUSANDS, EXCEPT PER SHARE DATA)
Net sales $137,176 $134,679 $153,223 $169,724
Gross profit 18,353 18,141 21,332 24,406
Operating income 7,616 8,173 10,770 13,457
Net income 4,193 4,493 6,313 7,670
Net income attributable to common stock 4,193 4,493 6,313 7,670
----------------------------------------------------------------------
Earnings per common share:
Basic $0.23 $0.24 $0.34 $0.41
Diluted $0.22 $0.24 $0.33 $0.40
----------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
1st 2nd 3rd 4th
YEAR ENDED JANUARY 1, 2000 Quarter Quarter Quarter Quarter
----------------------------------------------------------------------
<S> <C> <C> <C> <C>
(IN THOUSANDS, EXCEPT PER SHARE DATA)
Net sales $193,201 $199,178 $196,694 $191,742
Gross profit 29,164 31,347 30,998 30,770
Operating income 17,300 18,919 18,373 18,251
Net income 9,878 11,457 11,227 11,199
Net income attributable to common stock 9,878 11,457 11,227 11,199
----------------------------------------------------------------------
Earnings per common share:
Basic $0.53 $0.61 $0.60 $0.59
Diluted $0.51 $0.59 $0.58 $0.58
----------------------------------------------------------------------
</TABLE>
41
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not Applicable.
42
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT
Information required by this Item regarding directors and executive
officers set forth under the captions "Proposal 1 - Election of Directors"
and "Compliance with Section 16(a) of the Securities Exchange Act" in the
Registrant's definitive Proxy Statement is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
Information required by this Item regarding compensation of the
Registrant's directors and executive officers set forth under the captions
"Proposal 1 - Election of Directors - Compensation of Directors" and
"Additional Information - Executive Compensation" in the Proxy Statement is
incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information required by this Item regarding beneficial ownership of
the Registrant's Common Stock by certain beneficial owners and management of
the Registrant set forth under the caption "Security Ownership of Certain
Beneficial Owners and Management" in the Proxy Statement is incorporated
herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information required by this Item regarding certain relationships
and related transactions with management set forth under the caption
"Additional Information - Compensation Committee Interlocks and Insider
Participation" in the Proxy Statement is incorporated herein by reference.
43
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this Report on Form
10-K:
1. FINANCIAL STATEMENTS. The Consolidated Financial Statements of
Monaco Coach Corporation and the Report of Independent Accountants are filed
in Item 8 within this Annual Report on Form 10-K.
2. FINANCIAL STATEMENT SCHEDULE. The following financial statement
schedule of Monaco Coach Corporation for the fiscal years ended January 3,
1998, January 2, 1999 and January 1, 2000 is filed as part of this Annual
Report on Form 10-K and should be read in conjunction with the Consolidated
Financial Statements, and related notes thereto, of Monaco Coach Corporation.
SCHEDULE PAGE
II Valuation and Qualifying Accounts 47
Schedules not listed above have been omitted because they are not
applicable or are not required or the information required to be set forth
therein is included in the consolidated financial statements or notes thereto.
3. EXHIBITS. The following Exhibits are filed as part of, or
incorporated by reference into, this Report on Form 10-K.
<TABLE>
<S> <C>
3.1 Amended and Restated Certificate of Incorporation of the
Registrant (Incorporated herein by reference to Exhibit (3.1)
to the Registrant's Annual Report on Form 10-K for the year
ended January 1, 1994).
3.2 Certificate of Amendment of Amended & Restated Certificate of
Incorporation dated June 30, 1999.
3.3 Bylaws of Registrant, as amended to date (Incorporated herein
by reference to Exhibit (3.2) to the Registrant's Annual
Report on Form 10-K for the year ended January 1, 1994).
10.1 Form of Indemnification Agreement for directors and executive
officers (Incorporated herein by reference to Exhibit (10.2)
to the Registrant's Registration Statement on Form S-1 (Reg.
No. 33-67374) declared effective on September 23, 1993).
10.2+ 1993 Incentive Stock Option Plan and form of option agreement
thereunder.
10.3+ 1993 Director Option Plan and form of subscription agreement
thereunder.
10.4+ 1993 Employee Stock Purchase Plan and form of subscription
agreement thereunder (Incorporated herein by reference to
Exhibit (10.5) to the Registrant's Registration Statement on
Form S-1 (Reg. No. 33-67374) declared effective on September
23, 1993).
10.5 Registration Agreement dated March 5, 1993 between the
Registrant, Liberty Investment Partners, II and SBA
(Incorporated herein by reference to Exhibit (10.10) to the
Registrant's Registration Statement on Form S-1 (Reg. No.
33-67374) declared effective on September 23, 1993).
10.6 Registration Agreement dated March 5, 1993 among the
Registrant, Monaco Capital Partners, Tucker Anthony Holding
Corporation and certain other stockholders of the Registrant
(Incorporated herein by reference to Exhibit (10.11) to the
Registrant's Registration Statement on Form S-1 (Reg. No.
33-67374) declared effective on September 23, 1993).
10.7 Credit Agreement dated as of March 5, 1996 among BT Commercial
Corporation, Deutsche
44
<PAGE>
Financial Services Corporation, Nationsbank of Texas, N.A.,
LaSalle National Bank and Monaco Coach Corporation
(Incorporated herein by reference to Exhibit (10.1) filed in
response to Item 7, "Financial Statements and Exhibits," of
the Company's Current Report on Form 8-K dated March 4, 1996).
10.8 Registration Rights Agreement dated as of March 4, 1996 among
Holiday Rambler LLC and Monaco Coach Corporation (Incorporated
herein by reference to Exhibit (10.2) filed in response to
Item 7, "Financial Statements and Exhibits," of the
Registrant's Current Report on Form 8-K dated March 4, 1996).
11.1 Computation of earnings per share (see Note 11 of Notes to
Consolidated Financial Statements included in Item 8 hereto).
21.1 Subsidiaries of Registrant.
23.1 Consent of Independent Accountants.
24.1 Power of Attorney (included on the signature pages hereof).
27 Financial Data Schedule
</TABLE>
------------
+ The item listed is a compensatory plan.
(b) REPORTS ON FORM 8-K. No reports on Form 8-K were filed by the
Company during the quarter ended January 1, 2000.
45
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report on Form 10-K to
be signed on its behalf by the undersigned, thereunto duly authorized.
March 30, 2000 MONACO COACH CORPORATION
By: /s/ Kay L. Toolson
------------------
Kay L. Toolson
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Kay L. Toolson and John W. Nepute, and
each of them, jointly and severally, his attorneys-in-fact, each with the power
of substitution, for him in any and all capacities, to sign any and all
amendments to this Report on Form 10-K and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
on 10-K has been signed by the following persons in the capacities and on the
dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
/s/ Kay L. Toolson Chairman of the Board and Chief Executive March 30, 2000
- ------------------ Officer (Principal Executive Officer)
(Kay L. Toolson)
/s/ John W. Nepute Vice President of Finance and Chief Financial March 30, 2000
- ------------------ Officer (Principal Financial and Accounting Officer)
(John W. Nepute)
/s/ Michael J. Kluger Director March 30, 2000
- ---------------------
(Michael J. Kluger)
/s/ Lee Posey Director March 30, 2000
- -------------
(Lee Posey)
/s/ Carl E. Ring, Jr. Director March 30, 2000
- ---------------------
(Carl E. Ring, Jr.)
/s/ Richard A. Rouse Director March 30, 2000
- --------------------
(Richard A. Rouse)
/s/ Roger A. Vandenberg Director March 30, 200o
- -----------------------
(Roger A. Vandenberg)
</TABLE>
46
<PAGE>
MONACO COACH CORPORATION
SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
(IN THOUSANDS)
<TABLE>
<CAPTION>
BALANCE AT CHARGE BALANCE AT
BEGINNING TO CLAIMS END OF
DESCRIPTION OF PERIOD EXPENSE PAID PERIOD
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Fiscal year ended January 3, 1998:
Reserve for warranty claims........... $8,791 $14,697 $13,507 $9,981
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
Reserve for product liability......... $4,507 $ 3,929 $ 3,177 $5,259
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
Fiscal year ended January 2, 1999:
Reserve for warranty claims........... $9,981 $12,726 $10,801 $11,906
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
Reserve for product liability......... $5,259 $ 3,872 $ 3,433 $5,698
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
Fiscal year ended January 1, 2000:
Reserve for warranty claims........... $11,906 $14,881 $11,487 $15,300
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
Reserve for product liability......... $5,698 $5,625 $3,780 $7,543
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
</TABLE>
47
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Exhibit
- ----------- -------------------------------------------------------------
<S> <C>
3.1 Amended and Restated Certificate of Incorporation of the
Registrant (Incorporated herein by reference to Exhibit (3.1)
to the Registrant's Annual Report on Form 10-K for the year
ended January 1, 1994).
3.2 Certificate of Amendment of Amended & Restated Certificate of
Incorporation dated June 30, 1999.
3.3 Bylaws of Registrant, as amended to date (Incorporated herein
by reference to Exhibit (3.2) to the Registrant's Annual
Report on Form 10-K for the year ended January 1, 1994).
10.1 Form of Indemnification Agreement for directors and executive
officers (Incorporated herein by reference to Exhibit (10.2)
to the Registrant's Registration Statement on Form S-1 (Reg.
No. 33-67374) declared effective on September 23, 1993).
10.2+ 1993 Incentive Stock Option Plan and form of option agreement
thereunder.
10.3+ 1993 Director Option Plan and form of subscription agreement
thereunder.
10.4+ 1993 Employee Stock Purchase Plan and form of subscription
agreement thereunder (Incorporated herein by reference to
Exhibit (10.5) to the Registrant's Registration Statement on
Form S-1 (Reg. No. 33-67374) declared effective on September
23, 1993).
10.5 Registration Agreement dated March 5, 1993 between the
Registrant, Liberty Investment Partners, II and SBA
(Incorporated herein by reference to Exhibit (10.10) to the
Registrant's Registration Statement on Form S-1 (Reg. No.
33-67374) declared effective on September 23, 1993).
10.6 Registration Agreement dated March 5, 1993 among the
Registrant, Monaco Capital Partners, Tucker Anthony Holding
Corporation and certain other stockholders of the Registrant
(Incorporated herein by reference to Exhibit (10.11) to the
Registrant's Registration Statement on Form S-1 (Reg. No.
33-67374) declared effective on September 23, 1993).
10.7 Credit Agreement dated as of March 5, 1996 among BT Commercial
Corporation, Deutsche Financial Services Corporation,
Nationsbank of Texas, N.A., LaSalle National Bank and Monaco
Coach Corporation (Incorporated herein by reference to Exhibit
(10.1) filed in response to Item 7, "Financial Statements and
Exhibits," of the Company's Current Report on Form 8-K dated
March 4, 1996).
10.8 Registration Rights Agreement dated as of March 4, 1996 among
Holiday Rambler LLC and Monaco Coach Corporation (Incorporated
herein by reference to Exhibit (10.2) filed in response to
Item 7, "Financial Statements and Exhibits," of the
Registrant's Current Report on Form 8-K dated March 4, 1996).
11.1 Computation of earnings per share (see Note 11 of Notes to
Consolidated Financial Statements included in Item 8 hereto).
21.1 Subsidiaries of Registrant.
23.1 Consent of Independent Accountants.
24.1 Power of Attorney (included on the signature pages hereof).
27 Financial Data Schedule
</TABLE>
------------
+ The item listed is a compensatory plan..
48
<PAGE>
CERTIFICATE OF AMENDMENT
OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF MONACO COACH CORPORATION
Monaco Coach Corporation, a corporation organized and existing under
the laws of the State of Delaware, hereby certifies as follows:
1. The name of the corporation is Monaco Coach Corporation. The
corporation was originally incorporated under the name of KLT Acquisition Co.,
and the original Certificate of Incorporation of the corporation was filed with
the Secretary of State of the State of Delaware on December 30, 1992. An Amended
and Restated Certificate of Incorporation of the corporation was filed with the
Secretary of State of the State of Delaware on February 25, 1994.
2. This Certificate of Amendment of Amended and Restated Certificate of
Incorporation has been duly adopted in accordance with the provisions of Section
242 of the General Corporation Law of the State of Delaware by the Board of
Directors and the stockholders of the corporation.
3. Pursuant to such Section 242, this Certificate of Amendment of
Amended and Restated Certificate of Incorporation amends the provisions of this
corporation's Amended and Restated Certificate of Incorporation as set forth
herein.
4. The first paragraph of Article IV of the corporation's Amended and
Restated Certificate of Incorporation is hereby amended to read in its entirety
as follows:
"The Corporation is authorized to issue two classes of stock
to be designated, respectively, Common Stock, par value $.01 per share,
and Preferred Stock, par value $.01 per share. The total number of
shares of Common Stock which the Corporation has the authority to issue
is 50,000,000. The total number of shares of Preferred Stock which the
Corporation has the authority to issue is 1,934,783."
IN WITNESS WHEREOF, the Company has caused this Certificate of
Amendment of Amended and Restated Certificate of Incorporation to be signed by
Richard E. Bond, its Secretary, effective as of June 30, 1999.
MONACO COACH CORPORATION
By: /s/ Richard E. Bond
Secretary
-1-
<PAGE>
MONACO COACH CORPORATION
1993 INCENTIVE STOCK OPTION PLAN
AS AMENDED AND RESTATED EFFECTIVE FEBRUARY 16, 1999
1. PURPOSES OF THE PLAN. The purposes of this Stock Option Plan
are:
- to attract and retain the best available personnel for
positions of substantial responsibility,
- to provide additional incentive to Employees and
Consultants, and
- to promote the success of the Company's business.
Options granted under the Plan may be Incentive Stock Options or Nonstatutory
Stock Options, as determined by the Administrator at the time of grant.
2. DEFINITIONS. As used herein, the following definitions shall
apply:
(a) "ADMINISTRATOR" means the Board or any of its Committees
as shall be administering the Plan, in accordance with Section 4 of the Plan.
(b) "APPLICABLE LAWS" means the legal requirements relating to
the administration of stock option plans under state corporate and securities
laws and the Code.
(c) "BOARD" means the Board of Directors of the Company.
(d) "CODE" means the Internal Revenue Code of 1986, as
amended.
(e) "COMMITTEE" means a Committee appointed by the Board in
accordance with Section 4 of the Plan.
(f) "COMMON STOCK" means the Class B Common Stock of the
Company.
(g) "COMPANY" means Monaco Coach Corporation, a
Delaware corporation.
(h) "CONSULTANT" means any person, including an advisor,
engaged by the Company or a Parent or Subsidiary to render services and who is
compensated for such services, provided that the term "Consultant" shall not
include Directors who are paid only a director's fee by the Company or who are
not compensated by the Company for their services as Directors.
(i) "CONTINUOUS STATUS AS AN EMPLOYEE OR CONSULTANT" means
that the employment or consulting relationship is not interrupted or terminated
by the Company, any Parent
-1-
<PAGE>
or Subsidiary. Continuous Status as an Employee or Consultant shall not be
considered interrupted in the case of: (i) any leave of absence approved by
the Board, including sick leave, military leave, or any other personal leave;
provided, however, that for purposes of Incentive Stock Options, any such
leave may not exceed ninety (90) days, unless reemployment upon the
expiration of such leave is guaranteed by contract (including certain Company
policies) or statute; or (ii) transfers between locations of the Company or
between the Company, its Parent, its Subsidiaries or its successor.
(j) "DIRECTOR" means a member of the Board.
(k) "DISABILITY" means total and permanent disability as
defined in Section 22(e)(3) of the Code.
(l) "EMPLOYEE" means any person, including Officers and
Directors, employed by the Company or any Parent or Subsidiary of the Company.
Neither service as a Director nor payment of a director's fee by the Company
shall be sufficient to constitute "employment" by the Company.
(m) "EXCHANGE ACT" means the Securities Exchange Act of 1934,
as amended.
(n) "FAIR MARKET VALUE" means, as of any date, the value of
Common Stock determined as follows:
(i) If the Common Stock is listed on any
established stock exchange or a national market system, including without
limitation the National Market System of the National Association of
Securities Dealers, Inc. Automated Quotation ("NASDAQ") System, the Fair
Market Value of a Share of Common Stock shall be the closing sales price for
such stock (or the closing bid, if no sales were reported) as quoted on such
system or exchange (or the exchange with the greatest volume of trading in
Common Stock) on the last market trading day prior to the day of
determination, as reported in The Wall Street Journal or such other source as
the Administrator deems reliable;
(ii) If the Common Stock is quoted on the
NASDAQ System (but not on the National Market System thereof) or is regularly
quoted by a recognized securities dealer but selling prices are not reported,
the Fair Market Value of a Share of Common Stock shall be the mean between
the high bid and low asked prices for the Common Stock on the last market
trading day prior to the day of determination, as reported in The Wall Street
Journal or such other source as the Administrator deems reliable;
(iii) In the absence of an established market
for the Common Stock, the Fair Market Value shall be determined in good faith
by the Administrator.
-2-
<PAGE>
(o) "INCENTIVE STOCK OPTION" means an Option intended to
qualify as an incentive stock option within the meaning of Section 422 of the
Code and the regulations promulgated thereunder.
(p) "NONSTATUTORY STOCK OPTION" means an Option not intended
to qualify as an Incentive Stock Option.
(q) "NOTICE OF GRANT" means a written notice evidencing
certain terms and conditions of an individual Option. The Notice of Grant is
part of the Option Agreement.
(r) "OFFICER" means a person who is an officer of the Company
within the meaning of Section 16 of the Exchange Act and the rules and
regulations promulgated thereunder.
(s) "OPTION" means a stock option granted pursuant to the
Plan.
(t) "OPTION AGREEMENT" means a written agreement between the
Company and an Optionee evidencing the terms and conditions of an individual
Option grant. The Option Agreement is subject to the terms and conditions of the
Plan.
(u) "OPTION EXCHANGE PROGRAM" means a program whereby
outstanding options are surrendered in exchange for options with a lower
exercise price.
(v) "OPTIONED STOCK" means the Common Stock subject to an
Option.
(w) "OPTIONEE" means an Employee or Consultant who holds an
outstanding Option.
(x) "PARENT" means a "parent corporation", whether now or
hereafter existing, as defined in Section 424(e) of the Code.
(y) "PLAN" means this 1993 Incentive Stock Option Plan.
(z) "RULE 16b-3" means Rule 16b-3 of the Exchange Act or any
successor to Rule 16b-3, as in effect when discretion is being exercised with
respect to the Plan.
(aa)"SHARE" means a share of the Common Stock, as adjusted
in accordance with Section 12 of the Plan.
(bb)"SUBSIDIARY" means a "subsidiary corporation", whether
now or hereafter existing, as defined in Section 424(f) of the Code.
3. STOCK SUBJECT TO THE PLAN. Subject to the provisions of
Section 12 of the Plan, the maximum aggregate number of Shares which may be
optioned and sold under the Plan is five
-3-
<PAGE>
hundred twenty-five thousand (525,000) Shares. The Shares may be authorized,
but unissued, or reacquired Common Stock. If an Option expires or becomes
unexercisable without having been exercised in full, or is surrendered
pursuant to an Option Exchange Program, the unpurchased Shares which were
subject thereto shall become available for future grant or sale under the
Plan (unless the Plan has terminated); PROVIDED, however, that Shares that
have actually been issued under the Plan shall not be returned to the Plan
and shall not become available for future distribution under the Plan.
4. ADMINISTRATION OF THE PLAN.
(a) PROCEDURE.
(i) MULTIPLE ADMINISTRATIVE BODIES. If
permitted by Rule 16b-3, the Plan may be administered by different bodies
with respect to Directors, Officers who are not Directors, and Employees who
are neither Directors nor Officers.
(ii) ADMINISTRATION WITH RESPECT TO DIRECTORS
AND OFFICERS SUBJECT TO SECTION 16(b). With respect to Option grants made to
Employees who are also Officers or Directors subject to Section 16(b) of the
Exchange Act, the Plan shall be administered by (A) the Board, if the Board
may administer the Plan in compliance with the rules governing a plan
intended to qualify as a discretionary plan under Rule 16b-3, or (B) a
committee designated by the Board to administer the Plan, which committee
shall be constituted to comply with the rules governing a plan intended to
qualify as a discretionary plan under Rule 16b-3. Once appointed, such
Committee shall continue to serve in its designated capacity until otherwise
directed by the Board. From time to time the Board may increase the size of
the Committee and appoint additional members, remove members (with or without
cause) and substitute new members, fill vacancies (however caused), and
remove all members of the Committee and thereafter directly administer the
Plan, all to the extent permitted by the rules governing a plan intended to
qualify as a discretionary plan under Rule 16b-3.
(iii) ADMINISTRATION WITH RESPECT TO OTHER
PERSONS. With respect to Option grants made to Employees or Consultants who
are neither Directors nor Officers of the Company, the Plan shall be
administered by (A) the Board or (B) a committee designated by the Board,
which committee shall be constituted to satisfy Applicable Laws. Once
appointed, such Committee shall serve in its designated capacity until
otherwise directed by the Board. The Board may increase the size of the
Committee and appoint additional members, remove members (with or without
cause) and substitute new members, fill vacancies (however caused), and
remove all members of the Committee and thereafter directly administer the
Plan, all to the extent permitted by Applicable Laws.
(b) POWERS OF THE ADMINISTRATOR. Subject to the provisions of
the Plan, and in the case of a Committee, subject to the specific duties
delegated by the Board to such Committee, the Administrator shall have the
authority, in its discretion:
-4-
<PAGE>
(i) to determine the Fair Market Value of the
Common Stock, in accordance with Section 2(n) of the Plan;
(ii) to select the Consultants and Employees to
whom Options may be granted hereunder;
(iii) to determine whether and to what extent
Options are granted hereunder;
(iv) to determine the number of shares of Common
Stock to be covered by each Option granted hereunder;
(v) to approve forms of agreement for use under
the Plan;
(vi) to determine the terms and conditions,
not inconsistent with the terms of the Plan, of any award granted hereunder.
Such terms and conditions include, but are not limited to, the exercise
price, the time or times when Options may be exercised (which may be based on
performance criteria), any vesting acceleration or waiver of forfeiture
restrictions, and any restriction or limitation regarding any Option or the
shares of Common Stock relating thereto, based in each case on such factors
as the Administrator, in its sole discretion, shall determine;
(vii) to reduce the exercise price of any
Option to the then current Fair Market Value if the Fair Market Value of the
Common Stock covered by such Option shall have declined since the date the
Option was granted;
(viii) to construe and interpret the terms of
the Plan and awards granted pursuant to the Plan;
(ix) to prescribe, amend and rescind rules and
regulations relating to the Plan;
(x) to modify or amend each Option (subject
to Section 14(c) of the Plan);
(xi) to authorize any person to execute on
behalf of the Company any instrument required to effect the grant of an
Option previously granted by the Administrator;
(xii) to institute an Option Exchange Program;
(xiii) to determine the terms and restrictions
applicable to Options; and
(xiv) to make all other determinations deemed
necessary or advisable for administering the Plan.
-5-
<PAGE>
(c) EFFECT OF ADMINISTRATOR'S DECISION. The Administrator's
decisions, determinations and interpretations shall be final and binding on all
Optionees and any other holders of Options.
5. ELIGIBILITY. Nonstatutory Stock Options may be granted to
Employees and Consultants. Incentive Stock Options may be granted only to
Employees. If otherwise eligible, an Employee or Consultant who has been
granted an Option may be granted additional Options.
6. LIMITATIONS.
(a) Each Option shall be designated in the Notice of Grant as
either an Incentive Stock Option or a Nonstatutory Stock Option. However,
notwithstanding such designations, to the extent that the aggregate Fair Market
Value:
(i) of Shares subject to an Optionee's incentive stock options granted
by the Company, any Parent or Subsidiary, which (ii) become exercisable
for the first time during any calendar year (under all plans of the
Company or any Parent or Subsidiary)
exceeds $100,000, such excess Options shall be treated as Nonstatutory Stock
Options. For purposes of this Section 6(a), incentive stock options shall be
taken into account in the order in which they were granted, and the Fair
Market Value of the Shares shall be determined as of the time of grant.
(b) Neither the Plan nor any Option shall confer upon an
Optionee any right with respect to continuing the Optionee's employment or
consulting relationship with the Company, nor shall they interfere in any way
with the Optionee's right or the Company's right to terminate such employment or
consulting relationship at any time, with or without cause.
(c) The following limitation shall apply to grants of Options
under the Plan:
(i) No Employee shall be granted, in any
fiscal year of the Company, Options under the Plan to purchase more than
100,000 shares.
(ii) The foregoing limitation shall be adjusted
proportionately in connection with any change in the Company's capitalization as
described in Section 12(a).
(iii) If an Option is canceled (other than in
connection with a transaction described in Section 12), the canceled Option
shall be counted against the limits set forth in Section 6(c)(i). For this
purpose, if the exercise price of an Option is reduced, the transaction will
be treated as a cancellation of the Option and the grant of a new Option.
7. TERM OF PLAN. Subject to Section 18 of the Plan, the Plan
shall become effective upon the earlier to occur of its adoption by the Board
or its approval by the stockholders of the Company as described in Section 18
of the Plan. It shall continue in effect for a term of ten (10) years unless
terminated earlier under Section 14 of the Plan.
-6-
<PAGE>
8. TERM OF OPTION. The term of each Option shall be stated in
the Notice of Grant; provided, however, that in the case of an Incentive
Stock Option, the term shall be ten (10) years from the date of grant or such
shorter term as may be provided in the Notice of Grant. Moreover, in the case
of an Incentive Stock Option granted to an Optionee who, at the time the
Incentive Stock Option is granted, owns stock representing more than ten
percent (10%) of the voting power of all classes of stock of the Company or
any Parent or Subsidiary, the term of the Incentive Stock Option shall be
five (5) years from the date of grant or such shorter term as may be provided
in the Notice of Grant.
9. OPTION EXERCISE PRICE AND CONSIDERATION.
(a) EXERCISE PRICE. The per share exercise price for the
Shares to be issued pursuant to exercise of an Option shall be determined by the
Administrator, subject to the following:
(i) In the case of an Incentive Stock Option
(A) granted to an Employee who, at the
time the Incentive Stock Option is granted, owns stock representing more than
ten percent (10%) of the voting power of all classes of stock of the Company
or any Parent or Subsidiary, the per Share exercise price shall be no less
than 110% of the Fair Market Value per Share on the date of grant.
(B) granted to any Employee, the per Share
exercise price shall be no less than 100% of the Fair Market Value per Share
on the date of grant.
(ii) In the case of a Nonstatutory Stock Option,
the per Share exercise price shall be determined by the Administrator.
(b) WAITING PERIOD AND EXERCISE DATES. At the time an Option
is granted, the Administrator shall fix the period within which the Option may
be exercised and shall determine any conditions which must be satisfied before
the Option may be exercised. In so doing, the Administrator may specify that an
Option may not be exercised until the completion of a service period.
(c) FORM OF CONSIDERATION. The Administrator shall determine
the acceptable form of consideration for exercising an Option, including the
method of payment. In the case of an Incentive Stock Option, the Administrator
shall determine the acceptable form of consideration at the time of grant. Such
consideration may consist entirely of:
(i) cash;
(ii) check;
-7-
<PAGE>
(iii) promissory note;
(iv) other Shares which (A) in the case of
Shares acquired upon exercise of an option, have been owned by the Optionee
for more than six months on the date of surrender, and (B) have a Fair Market
Value on the date of surrender equal to the aggregate exercise price of the
Shares as to which said Option shall be exercised;
(v) delivery of a properly executed exercise
notice together with such other documentation as the Administrator and the
broker, if applicable, shall require to effect an exercise of the Option and
delivery to the Company of the sale or loan proceeds required to pay the
exercise price;
(vi) any combination of the foregoing methods of
payment; or
(vii) such other consideration and method of payment
for the issuance of Shares to the extent permitted by Applicable Laws.
10. EXERCISE OF OPTION.
(a) PROCEDURE FOR EXERCISE; RIGHTS AS A STOCKHOLDER.
Any Option granted hereunder shall be exercisable according to the terms of
the Plan and at such times and under such conditions as determined by the
Administrator and set forth in the Option Agreement.
An Option may not be exercised for a fraction of a
Share.
An Option shall be deemed exercised when the
Company receives: (i) written notice of exercise (in accordance with the
Option Agreement) from the person entitled to exercise the Option, and (ii)
full payment for the Shares with respect to which the Option is exercised.
Full payment may consist of any consideration and method of payment
authorized by the Administrator and permitted by the Option Agreement and the
Plan. Shares issued upon exercise of an Option shall be issued in the name of
the Optionee or, if requested by the Optionee, in the name of the Optionee
and his or her spouse. Until the stock certificate evidencing such Shares is
issued (as evidenced by the appropriate entry on the books of the Company or
of a duly authorized transfer agent of the Company), no right to vote or
receive dividends or any other rights as a stockholder shall exist with
respect to the Optioned Stock, notwithstanding the exercise of the Option.
The Company shall issue (or cause to be issued) such stock certificate
promptly after the Option is exercised. No adjustment will be made for a
dividend or other right for which the record date is prior to the date the
stock certificate is issued, except as provided in Section 12 of the Plan.
Exercising an Option in any manner shall decrease
the number of Shares thereafter available, both for purposes of the Plan and
for sale under the Option, by the number of Shares as to which the Option is
exercised.
-8-
<PAGE>
(b) TERMINATION OF EMPLOYMENT OR CONSULTING RELATIONSHIP.
In the event that an Optionee's Continuous Status as an Employee or
Consultant terminates (other than upon the Optionee's death or Disability),
the Optionee may exercise his or her Option, but only within such period of
time (if any) as is determined by the Administrator, and only to the extent
that the Optionee was entitled to exercise it (if at all) at the date of
termination (but in no event later than the expiration of the term of such
Option as set forth in the option agreement). In the case of an Incentive
Stock Option, the Administrator shall determine such period of time when the
Option is granted. If, at the date of termination, the Optionee is not
entitled to exercise his or her Option, in whole or in part, the Shares
covered by the unexercisable portion of the Option shall revert to the Plan.
If the Optionee does not exercise his or her Option within the time specified
by the Administrator, the Option shall terminate, and the Shares covered by
such Option shall revert to the Plan.
(c) DISABILITY OF OPTIONEE. In the event that an Optionee's
Continuous Status as an Employee or Consultant terminates as a result of the
Optionee's Disability, the Option granted hereunder to such Optionee shall
become vested and exercisable for the full number of Shares covered by the
Option. The Optionee may exercise his or her Option at any time within twelve
(12) months from the date of such termination (but in no event later than the
expiration of the term of such Option as set forth in the Notice of Grant). If,
after termination, the Optionee does not exercise his or her Option within the
time specified herein, the Option shall terminate, and the Shares covered by
such Option shall revert to the Plan.
(d) DEATH OF OPTIONEE. In the event of the death of an
Optionee, the Option shall become vested and exercisable for the full number of
Shares covered by the Option. The Option held by the Optionee at the time of
death may be exercised at any time within twelve (12) months following the date
of death by the Optionee's estate or by a person who acquired the right to
exercise the Option by bequest or inheritance. In no event shall an Option be
exercised later than the expiration of the term of the Option, as set forth in
the Option agreement. If, after death, the Optionee's estate or a person who
acquired the right to exercise the Option by bequest or inheritance does not
exercise the Option within the time specified herein, the Option shall
terminate, and the Shares covered by such Option shall revert to the Plan.
11. NON-TRANSFERABILITY OF OPTIONS. An Option may not be sold,
pledged, assigned, hypothecated, transferred, or disposed of in any manner
other than by will or by the laws of descent or distribution and may be
exercised, during the lifetime of the Optionee, only by the Optionee.
12. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, DISSOLUTION,
MERGER, ASSET SALE OR CHANGE OF CONTROL.
(a) CHANGES IN CAPITALIZATION. Subject to any required action
by the stockholders of the Company, the number of shares of Common Stock covered
by each outstanding Option, and the number of shares of Common Stock which have
been authorized for issuance under the Plan but as to which no Options have yet
been granted or which have been returned to the Plan upon cancellation or
expiration of an Option, as well as the price per share of Common Stock covered
by
-9-
<PAGE>
each such outstanding Option, shall be proportionately adjusted for any
increase or decrease in the number of issued shares of Common Stock resulting
from a stock split, reverse stock split, stock dividend, combination or
reclassification of the Common Stock, or any other increase or decrease in
the number of issued shares of Common Stock effected without receipt of
consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been
"effected without receipt of consideration." Such adjustment shall be made by
the Board, whose determination in that respect shall be final, binding and
conclusive. Except as expressly provided herein, no issuance by the Company
of shares of stock of any class, or securities convertible into shares of
stock of any class, shall affect, and no adjustment by reason thereof shall
be made with respect to, the number or price of shares of Common Stock
subject to an Option.
(b) DISSOLUTION OR LIQUIDATION. In the event of the proposed
dissolution or liquidation of the Company, to the extent that an Option has not
been previously exercised, it will terminate immediately prior to the
consummation of such proposed action. The Board may, in the exercise of its sole
discretion in such instances, declare that any Option shall terminate as of a
date fixed by the Board and give each Optionee the right to exercise his or her
Option as to all or any part of the Optioned Stock, including Shares as to which
the Option would not otherwise be exercisable.
(c) MERGER OR ASSET SALE. In the event of a merger of the
Company with or into another corporation, or the sale of substantially all of
the assets of the Company, each outstanding Option shall be assumed or an
equivalent option or right shall be substituted by the successor corporation or
a Parent or Subsidiary of the successor corporation. In the event that the
successor corporation does not agree to assume the Option or to substitute an
equivalent option, the Optionee shall have the right to exercise the Option as
to all of the Optioned Stock, including Shares as to which it would not
otherwise be exercisable, unless the Administrator, in its sole discretion,
determines otherwise. If an Option is not assumed or substituted in the event of
a merger or sale of assets, the Administrator shall notify the Optionee as to
what portion of the Option is exercisable, and such portion of the Option shall
remain exercisable for a period of fifteen (15) days from the date of such
notice, and the Option will terminate in full upon the expiration of such
period. For the purposes of this paragraph, the Option shall be considered
assumed if, following the merger or sale of assets, the option confers the right
to purchase, for each Share of Optioned Stock subject to the Option immediately
prior to the merger or sale of assets, the consideration (whether stock, cash,
or other securities or property) received in the merger or sale of assets by
holders of Common Stock for each Share held on the effective date of the
transaction (and if holders were offered a choice of consideration, the type of
consideration chosen by the holders of a majority of the outstanding Shares);
provided, however, that if such consideration received in the merger or sale of
assets was not solely common stock of the successor corporation or its Parent,
the Administrator may, with the consent of the successor corporation, provide
for the consideration to be received upon the exercise of the Option, for each
Share of Optioned Stock subject to the Option, to be solely common stock of the
successor corporation or its Parent equal in fair market value to the per share
consideration received by holders of Common Stock in the merger or sale of
assets.
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<PAGE>
13. DATE OF GRANT. The date of grant of an Option shall be, for
all purposes, the date on which the Administrator makes the determination
granting such Option, or such other later date as is determined by the
Administrator. Notice of the determination shall be provided to each Optionee
within a reasonable time after the date of such grant.
14. AMENDMENT AND TERMINATION OF THE PLAN.
(a) AMENDMENT AND TERMINATION. The Board may at any time
amend, alter, suspend or terminate the Plan.
(b) STOCKHOLDER APPROVAL. The Company shall obtain stockholder
approval of any Plan amendment to the extent necessary and desirable to comply
with Rule 16b-3 or with Section 422 of the Code (or any successor rule or
statute or other applicable law, rule or regulation, including the requirements
of any exchange or quotation system on which the Common Stock is listed or
quoted). Such stockholder approval, if required, shall be obtained in such a
manner and to such a degree as is required by the applicable law, rule or
regulation.
(c) EFFECT OF AMENDMENT OR TERMINATION. No amendment,
alteration, suspension or termination of the Plan shall impair the rights of any
Optionee, unless mutually agreed otherwise between the Optionee and the
Administrator, which agreement must be in writing and signed by the Optionee and
the Company.
15. CONDITIONS UPON ISSUANCE OF SHARES.
(a) LEGAL COMPLIANCE. Shares shall not be issued pursuant to
the exercise of an Option unless the exercise of such Option and the issuance
and delivery of such Shares shall comply with all relevant provisions of law,
including, without limitation, the Securities Act of 1933, as amended, the
Exchange Act, the rules and regulations promulgated thereunder, Applicable Laws,
and the requirements of any stock exchange or quotation system upon which the
Shares may then be listed or quoted, and shall be further subject to the
approval of counsel for the Company with respect to such compliance.
(b) INVESTMENT REPRESENTATIONS. As a condition to the exercise
of an Option, the Company may require the person exercising such Option to
represent and warrant at the time of any such exercise that the Shares are being
purchased only for investment and without any present intention to sell or
distribute such Shares if, in the opinion of counsel for the Company, such a
representation is required.
16. LIABILITY OF COMPANY.
(a) INABILITY TO OBTAIN AUTHORITY. The inability of the
Company to obtain authority from any regulatory body having jurisdiction, which
authority is deemed by the Company's counsel to be necessary to the lawful
issuance and sale of any Shares hereunder, shall relieve the
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<PAGE>
Company of any liability in respect of the failure to issue or sell such
Shares as to which such requisite authority shall not have been obtained.
(b) GRANTS EXCEEDING ALLOTTED SHARES. If the Optioned Stock
covered by an Option exceeds, as of the date of grant, the number of Shares
which may be issued under the Plan without additional stockholder approval, such
Option shall be void with respect to such excess Optioned Stock, unless
stockholder approval of an amendment sufficiently increasing the number of
Shares subject to the Plan is timely obtained in accordance with Section 14(b)
of the Plan.
17. RESERVATION OF SHARES. The Company, during the term of this
Plan, will at all times reserve and keep available such number of Shares as
shall be sufficient to satisfy the requirements of the Plan.
18. STOCKHOLDER APPROVAL. Continuance of the Plan shall be
subject to approval by the stockholders of the Company within twelve (12)
months before or after the date the Plan is adopted. Such stockholder
approval shall be obtained in the manner and to the degree required under
applicable federal and state law.
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<PAGE>
EXHIBIT 99.1
MONACO COACH CORPORATION
1993 INCENTIVE STOCK OPTION PLAN
STOCK OPTION AGREEMENT
Unless otherwise defined herein, the terms defined in the Plan shall
have the same defined meanings in this Option Agreement.
I. NOTICE OF STOCK OPTION GRANT
[Optionee's Name and Address]
You have been granted an option to purchase Common Stock of the
Company, subject to the terms and conditions of the Plan and this Option
Agreement, as follows:
Grant Number ___________________________
Date of Grant ___________________________
Exercise Price per Share $__________________________
Total Number of Shares Granted ___________________________
Total Exercise Price $__________________________
Type of Option: ___ Incentive Stock Option
___ Nonstatutory Stock Option
Term/Expiration Date: _______________________________
VESTING SCHEDULE:
This Option may be exercised, in whole or in part, in accordance with
the following schedule:
20% of the Shares subject to the Option shall vest one year after the
Date of Grant, and 20% of the Shares subject to the Option shall vest each
year thereafter.
TERMINATION PERIOD:
This Option may be exercised for ___ days [not to exceed three months
for ISOs] after termination of your employment or consulting relationship,
or such longer period as may be applicable upon death or Disability of
Optionee as provided in the Plan, but in no event later than the
Term/Expiration Date as provided above.
<PAGE>
II. AGREEMENT
1. GRANT OF OPTION. The Plan Administrator of the Company hereby
grants to the Optionee named in the Notice of Grant attached as Part I of
this Agreement (the "Optionee"), an option (the "Option") to purchase a
number of Shares, as set forth in the Notice of Grant, at the exercise price
per share set forth in the Notice of Grant (the "Exercise Price"), subject to
the terms and conditions of the Plan, which is incorporated herein by
reference. Subject to Section 14(c) of the Plan, in the event of a conflict
between the terms and conditions of the Plan and the terms and conditions of
this Option Agreement, the terms and conditions of the Plan shall prevail.
If designated in the Notice of Grant as an Incentive Stock
Option, this Option is intended to qualify as an Incentive Stock Option under
Section 422 of the Code. However, if this Option is intended to be an
Incentive Stock Option, to the extent that it exceeds the $100,000 rule of
Code Section 422(d) it shall be treated as a Nonstatutory Stock Option.
2. EXERCISE OF OPTION.
(a) RIGHT TO EXERCISE. This Option is exercisable during its
term in accordance with the Vesting Schedule set out in the Notice of Grant
and the applicable provisions of the Plan and this Option Agreement. In the
event of Optionee's death, Disability or other termination of Optionee's
employment or consulting relationship, the exercisability of the Option is
governed by the applicable provisions of the Plan and this Option Agreement.
(b) METHOD OF EXERCISE. This Option is exercisable by
delivery of an exercise notice, in the form attached as Exhibit A (the
"Exercise Notice"), which shall state the election to exercise the Option,
the number of Shares in respect of which the Option is being exercised (the
"Exercised Shares"), and such other representations and agreements as may be
required by the Company pursuant to the provisions of the Plan. The Exercise
Notice shall be signed by the Optionee and shall be delivered in person or by
certified mail to the Secretary of the Company. The Exercise Notice shall be
accompanied by payment of the aggregate Exercise Price as to all Exercised
Shares. This Option shall be deemed to be exercised upon receipt by the
Company of such fully executed Exercise Notice accompanied by such aggregate
Exercise Price.
No Shares shall be issued pursuant to the exercise of this
Option unless such issuance and exercise complies with all relevant
provisions of law and the requirements of any stock exchange or quotation
service upon which the Shares are then listed. Assuming such compliance, for
income tax purposes the
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<PAGE>
Exercised Shares shall be considered transferred to the Optionee on the date
the Option is exercised with respect to such Exercised Shares.
3. METHOD OF PAYMENT. Payment of the aggregate Exercise Price
shall be by any of the following, or a combination thereof, at the election
of the Optionee:
(a) cash; or
(b) check; or
(c) delivery of a properly executed exercise notice together
with such other documentation as the Administrator and the broker, if
applicable, shall require to effect an exercise of the Option and delivery to
the Company of the sale or loan proceeds required to pay the exercise price;
or
(d) surrender of other Shares which (i) in the case of Shares
acquired upon exercise of an option, have been owned by the Optionee for more
than six (6) months on the date of surrender, and (ii) have a Fair Market
Value on the date of surrender equal to the aggregate Exercise Price of the
Exercised Shares.
4. NON-TRANSFERABILITY OF OPTION. This Option may not be
transferred in any manner otherwise than by will or by the laws of descent or
distribution and may be exercised during the lifetime of Optionee only by the
Optionee. The terms of the Plan and this Option Agreement shall be binding
upon the executors, administrators, heirs, successors and assigns of the
Optionee.
5. TERM OF OPTION. This Option may be exercised only within the
term set out in the Notice of Grant, and may be exercised during such term
only in accordance with the Plan and the terms of this Option Agreement.
6. TAX CONSEQUENCES. Some of the federal tax consequences
relating to this Option, as of the date of this Option, are set forth below.
THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE
SUBJECT TO CHANGE. THE OPTIONEE SHOULD CONSULT A TAX ADVISOR BEFORE
EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.
(a) EXERCISING THE OPTION.
(i) NONQUALIFIED STOCK OPTION ("NSO"). If this Option
does not qualify as an ISO, the Optionee may incur regular federal income tax
liability upon exercise. The Optionee will be treated as having received
compensation income (taxable at ordinary income tax rates) equal to the
excess, if any, of the fair market value of the Exercised Shares on the date
of exercise over their
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<PAGE>
aggregate Exercise Price. If the Optionee is an employee, the Company will be
required to withhold from his or her compensation or collect from Optionee
and pay to the applicable taxing authorities an amount equal to a percentage
of this compensation income at the time of exercise.
(ii) INCENTIVE STOCK OPTION ("ISO"). If this Option
qualifies as an ISO, the Optionee will have no regular federal income tax
liability upon its exercise, although the excess, if any, of the fair market
value of the Exercised Shares on the date of exercise over their aggregate
Exercise Price will be treated as an adjustment to the alternative minimum
tax for federal tax purposes and may subject the Optionee to alternative
minimum tax in the year of exercise.
(b) DISPOSITION OF SHARES.
(i) NSO. If the Optionee holds NSO Shares for at
least one year, any gain realized on disposition of the Shares will be
treated as long-term capital gain for federal income tax purposes.
(ii) ISO. If the Optionee holds ISO Shares for at
least one year after exercise and two years after the grant date, any gain
realized on disposition of the Shares will be treated as long-term capital
gain for federal income tax purposes. If the Optionee disposes of ISO Shares
within one year after exercise or two years after the grant date, any gain
realized on such disposition will be treated as compensation income (taxable
at ordinary income rates) to the extent of the excess, if any, of the lesser
of (A) the difference between the fair market value of the Shares acquired on
the date of exercise and the aggregate Exercise Price, or (B) the difference
between the sale price of such Shares and the aggregate Exercise Price.
(c) NOTICE OF DISQUALIFYING DISPOSITION OF ISO SHARES. If the
Optionee sells or otherwise disposes of any of the Shares acquired pursuant
to an ISO on or before the later of (i) two years after the grant date, or
(ii) one year after the exercise date, the Optionee shall immediately notify
the Company in writing of such disposition. The Optionee agrees that he or
she may be subject to income tax withholding by the Company on the
compensation income recognized from such early disposition of ISO Shares by
payment in cash or out of the current earnings paid to the Optionee.
By your signature and the signature of the Company's
representative below, you and the Company agree that this Option is granted
under and governed by the terms and conditions of the Plan and this Option
Agreement. Optionee has reviewed the Plan and this Option Agreement in their
entirety, has had an opportunity to obtain the advice of counsel prior to
executing this Option
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<PAGE>
Agreement and fully understands all provisions of the Plan and Option
Agreement. Optionee hereby agrees to accept as binding, conclusive and final
all decisions or interpretations of the Administrator upon any questions
relating to the Plan and Option Agreement.
OPTIONEE: MONACO COACH CORPORATION
By:
- -------------------------------- ---------------------------------
Signature
Title:
- -------------------------------- ------------------------------
Print Name
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<PAGE>
EXHIBIT A
MONACO COACH CORPORATION
1993 INCENTIVE STOCK OPTION PLAN
EXERCISE NOTICE
Monaco Coach Corporation
Attention: Chief Financial Officer
1. EXERCISE OF OPTION. Effective as of today, ,
199 , the undersigned ("Purchaser") hereby elects to purchase
shares (the "Shares") of the Common Stock of Monaco Coach Corporation (the
"Company") under and pursuant to the Monaco Coach Corporation 1993 Incentive
Stock Option Plan (the "Plan") and the Stock Option Agreement dated
(the "Option Agreement"). The purchase price for the Shares shall be $ ,
as required by the Option Agreement.
2. DELIVERY OF PAYMENT. Purchaser herewith delivers to the
Company the full purchase price for the Shares.
3. REPRESENTATIONS OF PURCHASER. Purchaser acknowledges that
Purchaser has received, read and understood the Plan and the Option Agreement
and agrees to abide by and be bound by their terms and conditions.
4. RIGHTS AS STOCKHOLDER. Until the issuance (as evidenced by
the appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company) of the stock certificate evidencing such
Shares, no right to vote or receive dividends or any other rights as a
stockholder shall exist with respect to the Optioned Stock, notwithstanding
the exercise of the Option. A share certificate for the number of Shares so
acquired shall be issued to the Optionee as soon as practicable after
exercise of the Option. No adjustment will be made for a dividend or other
right for which the record date is prior to the date the stock certificate is
issued, except as provided in Section 12 of the Plan.
5. TAX CONSULTATION. Purchaser understands that Purchaser may
suffer adverse tax consequences as a result of Purchaser's purchase or
disposition of the Shares. Purchaser represents that Purchaser has consulted
with any tax consultants Purchaser deems advisable in connection with the
purchase or disposition of the Shares and that Purchaser is not relying on
the Company for any tax advice.
6. ENTIRE AGREEMENT; GOVERNING LAW. The Plan and Option
Agreement are incorporated herein by reference. This Agreement, the Plan and
the Option Agreement constitute the entire agreement of the parties and
supersede in their entirety all prior undertakings and agreements of the
Company and Purchaser with respect to
<PAGE>
the subject matter hereof, and such agreement is governed by Delaware law
except for that body of law pertaining to conflict of laws.
Submitted by: Accepted by:
PURCHASER: MONACO COACH CORPORATION
By:
- -------------------------------- ----------------------------------
Signature
Its:
- -------------------------------- ------------------------------
Print Name
ADDRESS:
- -------------------------------
- -------------------------------
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<PAGE>
MONACO COACH CORPORATION
1993 DIRECTOR OPTION PLAN
AS AMENDED AND RESTATED EFFECTIVE FEBRUARY 16, 1999
1. PURPOSES OF THE PLAN. The purposes of this 1993 Director Option Plan
are to attract and retain the best available personnel for service as Outside
Directors (as defined herein) of the Company, to provide additional incentive to
the Outside Directors of the Company to serve as Directors, and to encourage
their continued service on the Board.
All options granted hereunder shall be "non-statutory
stock options."
2. DEFINITIONS. As used herein, the following definitions shall apply:
(a) "BOARD" means the Board of Directors of the Company.
(b) "CODE" means the Internal Revenue Code of 1986, as
amended.
(c) "COMMON STOCK" means the Common Stock of the Company.
(d) "COMPANY" means Monaco Coach Corporation, a
Delaware corporation.
(e) "CONTINUOUS STATUS AS A DIRECTOR" means the absence
of any interruption or termination of service as a Director.
(f) "DIRECTOR" means a member of the Board.
(g) "EMPLOYEE" means any person, including officers and
Directors, employed by the Company or any Parent or Subsidiary of the
Company. The payment of a Director's fee by the Company shall not be
sufficient in and of itself to constitute "employment" by the Company.
(h) "EXCHANGE ACT" means the Securities Exchange Act
of 1934, as amended.
(i) "FAIR MARKET VALUE" means, as of any date, the
value of Common Stock determined as follows:
(i) If the Common Stock is listed on any
established stock exchange or a national market system, including without
limitation the National Market System of the National Association of
Securities Dealers, Inc. Automated Quotation ("NASDAQ") System, the Fair
Market Value of a Share of Common Stock shall be the closing sales price for
such stock (or the closing bid, if no sales were reported) as quoted on such
system or exchange (or the exchange with the greatest volume of trading in
Common Stock) on the date of grant, as reported in The Wall Street Journal or
such other source as the Board deems reliable;
<PAGE>
(ii) If the Common Stock is quoted on the NASDAQ
System (but not on the National Market System thereof) or regularly quoted by
a recognized securities dealer but selling prices are not reported, the Fair
Market Value of a Share of Common Stock shall be the mean between the bid and
asked prices for the Common Stock on the day of determination, as reported in
The Wall Street Journal or such other source as the Board deems reliable, or;
(iii) In the absence of an established market for the
Common Stock, the Fair Market Value thereof shall be determined in good faith
by the Board.
(j) "OPTION" means a stock option granted pursuant to the
Plan.
(k) "OPTIONED STOCK" means the Common Stock subject to an
Option.
(l) "OPTIONEE" means an Outside Director who receives an
Option.
(m) "OUTSIDE DIRECTOR" means a Director who is not an
Employee.
(n) "PARENT" means a "parent corporation", whether now or
hereafter existing, as defined in Section 424(e) of the Code.
(o) "PLAN" means this 1993 Director Option Plan.
(i) "SHARE" means a share of the Common Stock, as adjusted in
accordance with Section 10 of the Plan.
(p) "SUBSIDIARY" means a "subsidiary corporation", whether now
or hereafter existing, as defined in Section 424(f) of the Internal Revenue Code
of 1986.
3. STOCK SUBJECT TO THE PLAN. Subject to the provisions of
Section 10 of the Plan, the maximum aggregate number of Shares which may be
optioned and sold under the Plan is forty thousand (40,000) Shares (the
"Pool") of Common Stock. The Shares may be authorized but unissued, or
reacquired Common Stock.
If an Option should expire or become unexercisable for any
reason without having been exercised in full, the unpurchased Shares which were
subject thereto shall, unless the Plan shall have been terminated, become
available for future grant under the Plan.
4. ADMINISTRATION OF AND GRANTS OF OPTIONS UNDER THE PLAN.
(a) ADMINISTRATOR. Except as otherwise required herein, the
Plan shall be administered by the Board.
2
<PAGE>
(b) PROCEDURE FOR GRANTS. The provisions set forth in this
Section 4(b) shall not be amended more than once every six months, other than to
comport with changes in the Code, the Employee Retirement Income Security Act of
1974, as amended, or the rules thereunder. All grants of Options to Outside
Directors under this Plan shall be automatic and non-discretionary and shall be
made strictly in accordance with the following provisions:
(i) No person shall have any discretion to select
which Outside Directors shall be granted Options or to determine the number
of Shares to be covered by Options granted to Outside Directors.
(ii) Each Outside Director, except for Outside
Directors who represent the interests of Liberty Partners, L.P., Liberty
Investment Partners II, Cariad Capital, Inc. or Monaco Capital Partners,
shall be automatically granted an Initial Option to purchase eight thousand
(8,000) Shares (the "First Option") on the date on which the later of the
following events occurs: (A) the effective date of the Company's initial
underwritten public offering of its Common Stock pursuant to a registration
statement filed under the Securities Act of 1933, as amended, or (B) the date
on which such person first becomes a Director, whether through election by
the stockholders of the Company or appointment by the Board to fill a vacancy.
(iii) Commencing on September 30, 1994, such Outside
Director shall be automatically granted a subsequent Option to purchase one
thousand six hundred (1,600) Shares (a "Subsequent Option") on September 30
of each year after the date of the First Option grant, provided such Outside
Director shall have served on the Board for at least six months prior to the
date of the Subsequent Option grant and remains an Outside Director on such
date.
(iv) Notwithstanding the provisions of subsections
(ii) and (iii) hereof, any exercise of an Option made before the Company has
obtained stockholder approval of the Plan in accordance with Section 16
hereof shall be conditioned upon obtaining such stockholder approval of the
Plan in accordance with Section 16 hereof.
(v) The terms of a First Option granted hereunder
shall be as follows:
(A) the term of the First Option shall
be ten (10) years.
(B) the First Option shall be exercisable
only while the Outside Director remains a Director of the Company, except as
set forth in Section 8 hereof.
(C) the exercise price per Share shall
be 100% of the fair market value per Share on the date of grant of the First
Option.
(D) the First Option shall become
exercisable in installments cumulatively as to twenty percent (20%) of the
Shares subject to the First Option one (1) year from its date of grant if, on
such date, the Optionee has maintained his Continuous Status as a Director.
3
<PAGE>
(vi) The terms of a Subsequent Option granted
hereunder shall be as follows:
(A) the term of the Subsequent Option
shall be ten (10) years.
(B) the Subsequent Option shall be
exercisable only while the Outside Director remains a Director of the
Company, except as set forth in Section 8 hereof.
(C) the exercise price per Share
shall be 100% of the fair market value per Share on the date of grant of the
Subsequent Option.
(D) the Subsequent Option shall
become exercisable as to one hundred hundred percent (100%) of the Shares
subject to the Subsequent Option five (5) years from its date of grant if, on
such date, the Optionee has maintained his Continuous Status as a Director.
(vii) In the event that any Option granted under
the Plan would cause the number of Shares subject to outstanding Options plus
the number of Shares previously purchased under Options to exceed the Pool,
then the remaining Shares available for Option grant shall be granted under
Options to the Outside Directors on a pro rata basis. No further grants shall
be made until such time, if any, as additional Shares become available for
grant under the Plan through action of the stockholders to increase the
number of Shares which may be issued under the Plan or through can cellation
or expiration of Options previously granted hereunder.
(c) POWERS OF THE BOARD. Subject to the provisions and
restrictions of the Plan, the Board shall have the authority, in its
discretion: (i) to determine, upon review of relevant information and in
accordance with Section 2(i) of the Plan, the Fair Market Value of the Common
Stock; (ii) to interpret the Plan; (iii) to prescribe, amend and rescind
rules and regulations relating to the Plan; (iv) to authorize any person to
execute on behalf of the Company any instrument required to effectuate the
grant of an Option previously granted hereunder; and (v) to make all other
determinations deemed necessary or advisable for the administration of the
Plan.
(d) EFFECT OF BOARD'S DECISION. All decisions,
determinations and interpretations of the Board shall be final.
5. ELIGIBILITY. Options may be granted only to Outside
Directors. All Options shall be automatically granted in accordance with the
terms set forth in Section 4(b) hereof. An Outside Director who has been
granted an Option may, if he is otherwise eligible, be granted an additional
Option or Options in accordance with such provisions.
The Plan shall not confer upon any Optionee any right with
respect to continuation of service as a Director or nomination to serve as a
Director, nor shall it interfere in any way with any rights which the
Director or the Company may have to terminate his or her directorship at any
time.
4
<PAGE>
6. TERM OF PLAN. The Plan shall become effective upon the earlier
to occur of its adoption by the Board or its approval by the stockholders of
the Company as described in Section 16 of the Plan. It shall continue in
effect for a term of ten (10) years unless sooner terminated under Section 11
of the Plan.
7. FORM OF CONSIDERATION. The consideration to be paid for the
Shares to be issued upon exercise of an Option, including the method of
payment, shall be determined by the Board and may consist entirely of (i)
cash, (ii) check, (iii) promissory note, (iv) other shares which (x) in the
case of Shares acquired upon exercise of an Option, have been owned by the
Optionee for more than six (6) months on the date of surrender, and (y) have
a Fair Market Value on the date of surrender equal to the aggregate exercise
price of the Shares as to which said Option shall be exercised, (v) delivery
of a properly executed exercise notice together with such other documentation
as the Board and the broker, if applicable, shall require to effect an
exercise of the Option and delivery to the Company of the sale or loan
proceeds required to pay the exercise price, (vi) any combination of the
foregoing methods of payment, or (vii) such other consideration and method of
payment for the issuance of Shares to the extent permitted under applicable
law.
8. EXERCISE OF OPTION.
(a) PROCEDURE FOR EXERCISE; RIGHTS AS A STOCKHOLDER. Any
Option granted hereunder shall be exercisable at such times as are set forth
in Section 4(b) hereof; provided, however, that no Options shall be
exercisable until stockholder approval of the Plan in accordance with Section
16 hereof has been obtained.
An Option may not be exercised for a fraction of a Share.
An Option shall be deemed to be exercised when written notice
of such exercise has been given to the Company in accordance with the terms
of the Option by the person entitled to exercise the Option and full payment
for the Shares with respect to which the Option is exercised has been
received by the Company. Full payment may consist of any consideration and
method of payment allowable under Section 7 of the Plan. Until the issuance
(as evidenced by the appropriate entry on the books of the Company or of a
duly authorized transfer agent of the Company) of the stock certificate
evidencing such Shares, no right to vote or receive dividends or any other
rights as a stockholder shall exist with respect to the Optioned Stock,
notwithstanding the exercise of the Option. A share certificate for the
number of Shares so acquired shall be issued to the Optionee as soon as
practicable after exercise of the Option. No adjustment will be made for a
dividend or other right for which the record date is prior to the date the
stock certificate is issued, except as provided in Section 10 of the Plan.
Exercise of an Option in any manner shall result in a decrease
in the number of Shares which thereafter may be available, both for purposes
of the Plan and for sale under the Option, by the number of Shares as to
which the Option is exercised.
5
<PAGE>
(b) RULE 16b-3. Options granted to Outside Directors must
comply with the applicable provisions of Rule 16b-3 promulgated under the
Exchange Act or any successor thereto and shall contain such additional
conditions or restrictions as may be required thereunder to qualify for the
maximum exemption from Section 16 of the Exchange Act with respect to Plan
transactions.
(c) TERMINATION OF CONTINUOUS STATUS AS A DIRECTOR. In
the event an Optionee's Continuous Status as a Director terminates (other
than upon the Optionee's death or total and permanent disability (as defined
in Section 22(e)(3) of the Code)), the Optionee may exercise his or her
Option, but only within three (3) months from the date of such termination,
and only to the extent that the Optionee was entitled to exercise it at the
date of such termination (but in no event later than the expiration of its
ten (10) year term). To the extent that the Optionee was not entitled to
exercise an Option at the date of such termination, and to the extent that
the Optionee does not exercise such Option (to the extent otherwise so
entitled) within the time specified herein, the Option shall terminate.
(d) DISABILITY OF OPTIONEE. In the event Optionee's
Continuous Status as a Director terminates as a result of total and permanent
disability (as defined in Section 22(e)(3) of the Code), the Option granted
hereunder to such Optionee shall become vested and exercisable for the full
number of Shares covered by the Option. The Optionee may exercise his or her
Option, at any time within twelve (12) months from the date of such
termination (but in no event later than the expiration of the term of such
Option as set forth in the Notice of Grant). If, after termination, the
Optionee does not exercise his or her Option within the time specified
herein, the Option shall terminate, and the Shares covered by such Option
shall revert to the Plan.
(e) DEATH OF OPTIONEE. In the event of the death of an
Optionee, the Option shall become vested and exercisable for the full number
of Shares covered by the Option. The Option held by the Optionee at the time
of death may be exercised at any time within twelve (12) months following the
date of death by the Optionee's estate or by a person who acquired the right
to exercise the Option by bequest or inheritance. In no event shall an Option
be exercised later than the expiration of the term of the Option, as set
forth in the Option agreement. If, after death, the Optionee's estate or a
person who acquired the right to exercise the Option by bequest or
inheritance does not exercise the Option within the time specified herein,
the Option shall terminate, and the Shares covered by such Option shall
revert to the Plan.
9. NON-TRANSFERABILITY OF OPTIONS. The Option may not be sold,
pledged, assigned, hypothecated, transferred, or disposed of in any manner
other than by will or by the laws of descent or distribution and may be
exercised, during the lifetime of the Optionee, only by the Optionee.
10. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, DISSOLUTION,
MERGER, ASSET SALE OR CHANGE OF CONTROL.
(a) CHANGES IN CAPITALIZATION. Subject to any required action
by the stockholders of the Company, the number of Shares covered by each
outstanding Option and the number of
6
<PAGE>
Shares which have been authorized for issuance under the Plan but as to which
no Options have yet been granted or which have been returned to the Plan upon
cancellation or expiration of an Option, as well as the price per Share
covered by each such outstanding Option, shall be proportionately adjusted
for any increase or decrease in the number of issued Shares resulting from a
stock split, reverse stock split, stock dividend, combination or
reclassification of the Common Stock, or any other increase or decrease in
the number of issued Shares effected without receipt of consideration by the
Company; provided, however, that conversion of any convertible securities of
the Company shall not be deemed to have been "effected without receipt of
consideration." Such adjustment shall be made by the Board, whose
determination in that respect shall be final, binding and conclusive. Except
as expressly provided herein, no issuance by the Company of shares of stock
of any class, or securities convertible into shares of stock of any class,
shall affect, and no adjustment by reason thereof shall be made with respect
to, the number or price of Shares subject to an Option.
(b) DISSOLUTION OR LIQUIDATION. In the event of the proposed
dissolution or liquidation of the Company, to the extent that an Option has not
been previously exercised, it will terminate immediately prior to the
consummation of such proposed action. The Board may, in the exercise of its sole
discretion in such instances, declare that any Option shall terminate as of a
date fixed by the Board and give each Optionee the right to exercise his or her
Option as to all or any part of the Optioned Stock, including Shares as to which
the Option would not otherwise be exercisable.
(c) MERGER OR ASSET SALE. In the event of a merger of the
Company with or into another corporation, or the sale of substantially all of
the assets of the Company, each outstanding Option shall be assumed or an
equivalent option shall be substituted by the successor corporation or a Parent
or Subsidiary of the successor corporation. In the event that the successor
corporation does not agree to assume the Option or to substitute an equivalent
option, the Board shall, in lieu of such assumption or substitution, provide for
the Optionee to have the right to exercise the Option as to all of the Optioned
Stock, including Shares as to which it would not otherwise be exercisable. If
the Board makes an Option fully exercisable in lieu of assumption or
substitution in the event of a merger or sale of assets, the Board shall notify
the Optionee that the Option shall be fully exercisable for a period of thirty
(30) days from the date of such notice, and the Option will terminate upon the
expiration of such period. For the purposes of this paragraph, the Option shall
be considered assumed if, following the merger or sale of assets, the option or
right confers the right to purchase, for each Share of Optioned Stock subject to
the Option immediately prior to the merger or sale of assets, the consideration
(whether stock, cash, or other securities or property) received in the merger or
sale of assets by holders of Common Stock for each Share held on the effective
date of the transaction (and if holders were offered a choice of consideration,
the type of consideration chosen by the holders of a majority of the outstanding
Shares); provided, however, that if such consideration received in the merger or
sale of assets was not solely common stock of the successor corporation or its
Parent, the Board may, with the consent of the successor corporation and the
participant, provide for the consideration to be received upon the exercise of
the Option, for each Share of Optioned Stock subject to the Option, to be solely
common stock of the successor corporation or its Parent equal in Fair Market
Value to the per share consideration received by holders of Common Stock in the
merger or sale of assets.
7
<PAGE>
11. AMENDMENT AND TERMINATION OF THE PLAN.
(a) AMENDMENT AND TERMINATION. Except as set forth in Section
4, the Board may at any time amend, alter, suspend, or discontinue the Plan, but
no amendment, alteration, suspension, or discontinuation shall be made which
would impair the rights of any Optionee under any grant theretofore made,
without his or her consent. In addition, to the extent necessary and desirable
to comply with Rule 16b-3 under the Exchange Act (or any other applicable law or
regulation), the Company shall obtain stockholder approval of any Plan amendment
in such a manner and to such a degree as required.
(b) EFFECT OF AMENDMENT OR TERMINATION. Any such amendment or
termination of the Plan shall not affect Options already granted and such
Options shall remain in full force and effect as if this Plan had not been
amended or terminated.
12. TIME OF GRANTING OPTIONS. The date of grant of an Option
shall, for all purposes, be the date determined in accordance with Section
4(b) hereof. Notice of the determination shall be given to each Outside
Director to whom an Option is so granted within a reasonable time after the
date of such grant.
13. CONDITIONS UPON ISSUANCE OF SHARES. Shares shall not be issued
pursuant to the exercise of an Option unless the exercise of such Option and
the issuance and delivery of such Shares pursuant thereto shall comply with
all relevant provisions of law, including, without limitation, the Securities
Act of 1933, as amended, the Exchange Act, the rules and regulations
promulgated thereunder, state securities laws, and the requirements of any
stock exchange upon which the Shares may then be listed, and shall be further
subject to the approval of counsel for the Company with respect to such
compliance.
As a condition to the exercise of an Option, the Company may
require the person exercising such Option to represent and warrant at the time
of any such exercise that the Shares are being purchased only for investment and
without any present intention to sell or distribute such Shares, if, in the
opinion of counsel for the Company, such a representation is required by any of
the aforementioned relevant provisions of law.
Inability of the Company to obtain authority from any
regulatory body having jurisdiction, which authority is deemed by the Company's
counsel to be necessary to the lawful issuance and sale of any Shares hereunder,
shall relieve the Company of any liability in respect of the failure to issue or
sell such Shares as to which such requisite authority shall not have been
obtained.
14. RESERVATION OF SHARES. The Company, during the term of this
Plan, will at all times reserve and keep available such number of Shares as
shall be sufficient to satisfy the requirements of the Plan.
8
<PAGE>
15. OPTION AGREEMENT. Options shall be evidenced by written
option agreements in such form as the Board shall approve.
16. STOCKHOLDER APPROVAL. Continuance of the Plan shall be subject
to approval by the stockholders of the Company at or prior to the first
annual meeting of stockholders held subsequent to the granting of an Option
hereunder. Such stockholder approval shall be obtained in the degree and
manner required under applicable state and federal law.
9
<PAGE>
MONACO COACH CORPORATION
DIRECTOR OPTION AGREEMENT
SUBSEQUENT GRANT
Monaco Coach Corporation, a Delaware corporation (the "Company"),
has granted to _____ (the "Optionee"), an option to purchase a total of one
thousand six hundred (1,600) shares of the Company's Common Stock (the
"Optioned Stock"), at the price determined as provided herein, and in all
respects subject to the terms, definitions and provisions of the Company's
1993 Director Option Plan (the "Plan") adopted by the Company which is
incorporated herein by reference. The terms defined in the Plan shall have
the same defined meanings herein.
1. NATURE OF THE OPTION. This Option is a nonstatutory option and is
not intended to qualify for any special tax benefits to the Optionee.
2. EXERCISE PRICE. The exercise price is $_____ for each share of
Common Stock.
3. EXERCISE OF OPTION. This Option shall be exercisable during its term
in accordance with the provisions of Section 8 of the Plan as follows:
(i) RIGHT TO EXERCISE.
(a) This Option shall become exercisable as
to one hundred percent (100%) of the Shares subject to this agreement five
(5) years from the date of grant if, on such date, Optionee has maintained
his Continuous Status as a Director.
(b) This Option may not be exercised for a
fraction of a share.
(c) In the event of Optionee's death,
disability or other termination of Continuous Status as a Director, the
exercisability of the Option is governed by Sections 6, 7 and 8 of this
Agreement.
(ii) METHOD OF EXERCISE. This Option shall be exercisable by
written notice which shall state the election to exercise the Option and the
number of Shares in respect of which the Option is being exercised. Such written
notice, in the form attached hereto as Exhibit A, shall be signed by the
Optionee and shall be delivered in person or by certified mail to the Secretary
of the Company. The written notice shall be accompanied by payment of the
exercise price.
4. METHOD OF PAYMENT. Payment of the exercise price shall be by any of
the following, or a combination thereof, at the election of the Optionee:
-1-
<PAGE>
(i) cash;
(ii) check; or
(iii) surrender of other shares which (x) in the case of
Shares acquired upon exercise of an Option, have been owned by the Optionee
for more than six (6) months on the date of surrender, and (y) have a Fair
Market Value on the date of surrender equal to the aggregate exercise price
of the Shares as to which said Option shall be exercised; or
(iv) delivery of a properly executed exercise notice together
with such other documentation as the Company and the broker, if applicable,
shall require to effect an exercise of the Option and delivery to the Company of
the sale or loan proceeds required to pay the exercise price.
5. RESTRICTIONS ON EXERCISE. This Option may not be exercised if the
issuance of such Shares upon such exercise or the method of payment of
consideration for such shares would constitute a violation of any applicable
federal or state securities or other law or regulations, or if such issuance
would not comply with the requirements of any stock exchange upon which the
Shares may then be listed. As a condition to the exercise of this Option, the
Company may require Optionee to make any representation and warranty to the
Company as may be required by any applicable law or regulation.
6. TERMINATION OF CONTINUOUS STATUS AS A DIRECTOR. In the event
Optionee's Continuous Status as a Director terminates (other than upon the
Optionee's death or permanent and total disability (as defined in Section
22(e)(3) of the Code), the Optionee may exercise his or her Option, but only
within three (3) months from the date of such termination, and only to the
extent that the Optionee was entitled to exercise it at the date of such
termination (but in no event later than the expiration of its ten (10) year
term). To the extent that the Optionee was not entitled to exercise this
Option at the date of such termination, and to the extent that Optionee does
not exercise this Option (to the extent otherwise so entitled) within the
time specified herein, the Option shall terminate.
7. DISABILITY OF OPTIONEE. In the event Optionee's Continuous Status as
a Director terminates as a result of his total and permanent disability (as
defined in Section 22(e)(3) of the Code), Optionee may exercise his or her
Option, but only within twelve (12) months from the date of termination, and
only to the extent that the Optionee was entitled to exercise it at the date of
such termination (but in no event later than the date of expiration of its ten
(10) year term). To the extent that Optionee was not entitled to exercise this
Option at the date of termination, and to the extent Optionee does not exercise
this Option (to the extent otherwise so entitled) within the time specified
herein, the Option shall terminate.
8. DEATH OF OPTIONEE. In the event of the Optionee's death, the
Optionee's estate or a person who acquired the right to exercise the Option
by bequest or inheritance may exercise the
-2-
<PAGE>
Option, but only within
twelve (12) months following the date of death, and only to the extent that
the Optionee was entitled to exercise it at the date of death (but in no
event later than the date of expiration of its ten (10) year term). To the
extent that Optionee was not entitled to exercise this Option at the date of
death, and to the extent Optionee's estate or a person who acquired the right
to exercise the Option by bequest or inheritance does not exercise this
Option (to the extent otherwise so entitled) within the time specified
herein, the Option shall terminate.
9. NON-TRANSFERABILITY OF OPTION. This Option may not be transferred in
any manner otherwise than by will or by the laws of descent or distribution and
may be exercised during the lifetime of Optionee only by the Optionee. The terms
of this Option shall be binding upon the executors, administrators, heirs,
successors and assigns of the Optionee.
10. TERM OF OPTION. This Option may not be exercised more than ten (10)
years from the Vesting Commencement Date of this Option, and may be exercised
during such period only in accordance with the Plan and the terms of this
Option.
11. TAXATION UPON EXERCISE OF OPTION. Optionee understands that, upon
exercise of this Option, he will recognize income for tax purposes in an amount
equal to the excess of the then Fair Market Value of the Shares purchased over
the exercise price paid for such Shares. Since the Optionee is subject to
Section 16(b) of the Securities Exchange Act of 1934, as amended, under certain
limited circumstances the measurement and timing of such income (and the
commencement of any capital gain holding period) may be deferred, and the
Optionee is advised to contact a tax advisor concerning the application of
Section 83 in general and the availability an 83(b) election in particular in
connection with the exercise of the Option. Upon a resale of such Shares by the
Optionee, any difference between the sale price and the Fair Market Value of the
Shares on the date of exercise of the Option, to the extent not included in
income as described above, will be treated as capital gain or loss.
Dated:
--------------------------
MONACO COACH CORPORATION,
a Delaware corporation
By:
-------------------------------
Kay L. Toolson, President
Optionee acknowledges receipt of a copy of the Plan, a copy of which is
annexed hereto, and represents that he is familiar with the terms and provisions
thereof, and hereby accepts this Option subject to all of the terms and
provisions thereof. Optionee hereby agrees to accept as binding, conclusive and
final all decisions or interpretations of the Board upon any questions arising
under the Plan.
Dated:
--------------------------------
, Optionee
-3-
<PAGE>
EXHIBIT A
MONACO COACH CORPORATION
DIRECTOR STOCK OPTION EXERCISE NOTICE
Attention: Monaco Coach Corporation
Corporate Secretary
1. EXERCISE OF OPTION. The undersigned ("Optionee") hereby elects
to exercise Optionee's option to purchase ______ shares of the Common Stock
(the "Shares") of Monaco Coach Corporation (the "Company") under and pursuant
to the Company's 1993 Director Option Plan (the "Plan") and the Director
Option Agreement dated _______________ (the "Agreement").
2. REPRESENTATIONS OF OPTIONEE. Optionee acknowledges that
Optionee has received, read and understood the Agreement.
3. FEDERAL RESTRICTIONS ON TRANSFER. Optionee understands that
the Shares must be held indefinitely unless they are registered under the
Securities Act of 1933, as amended (the "1933 Act") or unless an exemption
from such registration is available and that the certificate(s) representing
the Shares may bear a legend to that effect. Optionee understands that the
Company is under no obligation to register the Shares and that an exemption
may not be available or may not permit Optionee to transfer Shares in the
amounts or at the times proposed by Optionee.
4. TAX CONSEQUENCES. Optionee understands that Optionee may
suffer adverse tax consequences as a result of Optionee's purchase or
disposition of the Shares. Optionee represents that Optionee has consulted
with any tax consultant(s) Optionee deems advisable in connection with the
purchase or disposition of the Shares and that Optionee is not relying on the
Company for any tax advice.
5. DELIVERY OF PAYMENT. Optionee herewith delivers to the Company
the aggregate purchase price for the Shares that Optionee has elected to
purchase and has made provision for the payment of any federal or state
withholding taxes required to be paid or withheld by the Company.
<PAGE>
6. ENTIRE AGREEMENT. The Agreement and the Plan are incorporated
herein by reference. This agreement, the Plan and the Agreement constitute
the entire agreement of the parties and supersede in their entirety all prior
undertakings and agreements of the Company and Optionee with respect to the
subject matter hereof. This agreement, the Plan and the Agreement are
governed by Delaware law except for that body of law pertaining to conflict
of laws.
Submitted by: Accepted by:
OPTIONEE: MONACO COACH CORPORATION
------------------------ By:
-------------------------------
Its:
-------------------------------
Address:
-------------------------
-------------------------
-------------------------
Dated: Dated:
--------------------------- ---------------------------
-2-
<PAGE>
Exhibit 21.1
SUBSIDIARIES OF REGISTRANT
Royale Coach by Monaco, Inc., an Indiana Corporation.
MCC Acquisition Corporation, a Delaware Corporation.
MCCO Foreign Sales Corp., a Barbados Corporation.
54
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statements
of Monaco Coach Corporation on Form S-8 (File No's. 33-76372 and 333-64691)
of our report dated January 27, 2000, on our audits of the consolidated
financial statements and financial statement schedule of Monaco Coach
Corporation as of January 2, 1999 and January 1, 2000, and for the years
ended January 3, 1998, January 2, 1999 and January 1, 2000, which report is
included in this Annual Report on Form 10-K.
/s/ PricewaterhouseCoopers LLP
March 28, 2000
55
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF INCOME OF MONACO COACH CORPORATION
AS OF AND FOR THE YEAR ENDED JANUARY 1, 2000 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JAN-01-2000
<PERIOD-START> JAN-03-1999
<PERIOD-END> JAN-01-2000
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 36,737
<ALLOWANCES> 199
<INVENTORY> 87,596
<CURRENT-ASSETS> 137,946
<PP&E> 103,293
<DEPRECIATION> 13,854
<TOTAL-ASSETS> 246,727
<CURRENT-LIABILITIES> 99,058
<BONDS> 0
0
0
<COMMON> 189
<OTHER-SE> 143,150
<TOTAL-LIABILITY-AND-EQUITY> 246,727
<SALES> 780,815
<TOTAL-REVENUES> 781,815
<CGS> 658,536
<TOTAL-COSTS> 707,972
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,143
<INCOME-PRETAX> 71,842
<INCOME-TAX> 28,081
<INCOME-CONTINUING> 43,761
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 43,761
<EPS-BASIC> 2.33
<EPS-DILUTED> 2.26
</TABLE>
