UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
(Mark One)
[X] Annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934
For the fiscal year ended December 31, 2003
OR
[ ] Transition Report pursuant to Section 15(d) or the Securities Exchange
Act of 1934
For the transition period from to
Commission file number 001-07160
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
COACHMEN INDUSTRIES, INC.
RETIREMENT PLAN AND TRUST
B. Name of the issuer of the securities held pursuant to the plan and the address
of its principal executive office:
Coachmen Industries, Inc.
2831 Dexter Drive
Elkhart, Indiana 46514
COACHMEN INDUSTRIES, INC.
RETIREMENT PLAN AND TRUST
FINANCIAL STATEMENTS
December 31, 2003 and 2002
COACHMEN INDUSTRIES, INC. RETIREMENT PLAN AND TRUST
Elkhart, Indiana
FINANCIAL STATEMENTS
December 31, 2003 and 2002
CONTENTS
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
| 1
| |
FINANCIAL STATEMENTS
|
|
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
| | 2
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STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
| | 3
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NOTES TO FINANCIAL STATEMENTS
| | 4
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SUPPLEMENTAL SCHEDULES
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|
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
| | 10
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SCHEDULE H, LINE 4j - SCHEDULE OF REPORTABLE TRANSACTIONS
| | 11
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Plan Administrator
Coachmen Industries, Inc. Retirement Plan and Trust
Elkhart, Indiana
We have audited the accompanying statements of net assets available for benefits of the Coachmen Industries, Inc. Retirement Plan and Trust (the “Plan”) as of December 31, 2003 and 2002, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards 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. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2003 and 2002, and the changes in net assets available for benefits for the years then ended in conformity with U.S. generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental Schedule H, Line 4i — Schedule of Assets (Held at End of Year) as of December 31, 2003 and the Supplemental Schedule H, Line 4j–Schedule of Reportable Transactions for the year ended December 31, 2003 are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedules are the responsibility of the Plan’s management. The supplemental schedules have been subjected to the auditing procedures applied in the audit of the 2003 basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the 2003 basic financial statements taken as a whole.
Crowe Chizek and Company LLC
Elkhart, Indiana
April 29, 2004
1.
COACHMEN INDUSTRIES, INC. RETIREMENT PLAN AND TRUST
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 2003 and 2002
| | |
|---|
| 2003
| 2002
|
ASSETS | | |
| Investments (Note 3) | $ 21,873,704 | $ 15,749,452 |
| Accrued investment income | 4,248 | 5,339 |
| Cash | 653 | 508 |
Net assets available for benefits |
$ 21,878,605 |
$ 15,755,299 |
|
|
|
See accompanying notes to financial statements.
2.
COACHMEN INDUSTRIES, INC. RETIREMENT PLAN AND TRUST
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Years ended December 31, 2003 and 2002
| | |
|---|
| | | 2003 | | 2002 | |
| Additions to net assets attributed to: | |
| Interest and dividends | | $ 188,878 | | $ 137,315 | |
| Net appreciation (depreciation) in fair | |
| value of investments | | 3,179,707 | | (1,974,629 | ) |
| Contributions | |
| Employer | | 1,148,830 | | 1,242,892 | |
| Participant | | 3,923,276 | | 3,885,016 | |
| Rollovers | | 126,272 | | 60,880 | |
|
| |
| |
| | | 5,198,378 | | 5,188,788 | |
|
| |
| |
| Total additions | | 8,566,963 | | 3,351,474 | |
|
| |
| |
| Deductions from net assets attributed to: | |
| Benefits paid to participants | | 2,429,613 | | 1,952,097 | |
| Administrative expenses | | 14,044 | | 1,865 | |
|
| |
| |
| Total deductions | | 2,443,657 | | 1,953,962 | |
|
| |
| |
| Net increase | | 6,123,306 | | 1,397,512 | |
Net assets available for benefits | |
| Beginning of year | | 15,755,299 | | 14,357,787 | |
|
| |
| |
| End of year | | $ 21,878,605 | | $ 15,755,299 | |
|
| |
| |
See accompanying notes to financial statements.
3.
COACHMEN INDUSTRIES, INC. RETIREMENT PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
December 31, 2003 and 2002
NOTE 1 — PLAN DESCRIPTION
The following description of the Coachmen Industries, Inc. Retirement Plan and Trust (the “Plan”) provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan’s provisions.
General: The Plan is a defined contribution plan covering all full-time employees of Coachmen Industries, Inc. and its subsidiaries (individually and collectively referred to as the “Company” or “Employer”) who have one year of service and are 18 years of age, except those employees covered under a collective bargaining agreement. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).
Effective November 1, 2002, employees of a wholly owned subsidiary, which was acquired in 2001, were allowed to contribute to the Plan. These employees were previously enrolled in a plan of the acquired company, the assets of which (representing the participants’ account balances) have not been transferred into the Coachmen Industries, Inc. Retirement Plan and Trust as of December 31, 2003.
Contributions: The Company can make matching and discretionary profit sharing contributions to the Plan as determined by management of the Company. Contributions may be made in either cash or Coachmen Industries, Inc. common stock. Twenty-five percent (25%) of the Employer match is restricted to Employer stock and cannot be sold until age 55; at that time 20% per year can be sold. Participants may contribute up to 20% of their annual compensation to the Plan. Participant contributions and any matching contribution by the Employer are invested in various funds available to the Plan as directed by the participants. Profit sharing contributions are allocated to participants based on compensation.
Participant Accounts: Each participant’s account is credited with the participant’s contributions and an allocation of (a) the Company’s contribution and (b) Plan earnings. Allocations of the Company’s contributions are based on annual compensation. Allocations of Plan earnings are based on account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s account. The Plan does not allow for participant loans, however, participant loans of merged plans, outstanding as of the effective dates of the mergers, were allowed as investments of the Plan until paid in full. Participants pay interest on these loans at a fixed rate based on the prime rate at the time of loan origination, which is credited to the participant’s account. The loans are collateralized by the participant’s vested account balance.
Vesting: Participants are immediately vested in their voluntary contributions plus actual earnings therein. Vesting in the remainder of their accounts is based on years of credited service. A participant is 20% vested after the first year with an additional 20% vesting each year thereafter until fully vested. Participants become 100% vested in the event of death, disability or retirement at the normal retirement date.
(Continued)
4.
COACHMEN INDUSTRIES, INC. RETIREMENT PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
December 31, 2003 and 2002
NOTE 1 — PLAN DESCRIPTION (Continued)
Payment of Benefits: Upon termination of service, a participant may elect to receive a lump-sum amount equal to the value of his or her account. Included in net assets available for benefits are amounts allocated to individuals who have elected to withdraw from the Plan but have not been paid. Amounts allocated to these individuals aggregated $28,104 and $4,175 at December 31, 2003 and 2002, respectively.
Forfeitures: Upon termination, participant nonvested amounts are forfeited to the Plan and are used to reduce future Employer matching contributions. Forfeited nonvested accounts, which will be used to reduce future Employer matching contributions, were $27,412 and $134,282 at December 31, 2003 and 2002, respectively. During the years ended December 31, 2003 and 2002, $142,094 and $84,955, respectively, of forfeitures were used to reduce Employer matching contributions.
NOTE 2 — ACCOUNTING POLICIES
The following is a summary of the significant accounting policies followed in the preparation of the Plan’s financial statements:
Basis of Accounting: The financial statements are prepared using the accrual method of accounting.
Valuation of Investments: Investments in common collective trust funds and mutual funds are stated at the aggregate current value as reported by the funds. Investment in Coachmen Industries, Inc. common stock is stated at current value based upon quoted sales prices on the last business day of the Plan’s year. Participant loans are valued at cost which approximates fair value. Purchases and sales of securities are recorded on a trade-date basis. The cost of investments sold is determined using the average cost method.
The Plan presents in its statements of changes in net assets available for benefits the net appreciation (depreciation) in the fair value of its investments which consists of realized gains or losses and unrealized appreciation (depreciation) on those investments.
Contributions: Contributions from employees, including any related Employer matching contributions, are recorded in the period the Employer withholds payroll deductions from Plan participants.
Payment of Benefits: Benefits are recorded when paid.
(Continued)
5.
COACHMEN INDUSTRIES, INC. RETIREMENT PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
December 31, 2003 and 2002
NOTE 2 — ACCOUNTING POLICIES (Continued)
Use of Estimates in the Preparation of Financial Statements: The preparation of financial statements in conformity with U.S. (United States) 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 additions to and deductions from net assets available for benefits during the reporting period. Actual results could differ from those estimates.
Risks and Uncertainties: The Plan provides for various investment options in any combination of Coachmen Industries, Inc. common stock, common collective trust funds and mutual funds. The underlying investment securities are exposed to various risks, such as interest rate, market and credit. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risks in the near term could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits and the statements of changes in net assets available for benefits.
Reclassifications: Certain 2002 information in the notes to financial statements has been adjusted from amounts previously reported to be comparative with the 2003 presentation.
NOTE 3 — INVESTMENTS
The following investments, at fair value, were 5% or more of the Plan’s net assets at December 31, 2003 and 2002:
| | |
|---|
| | | | | 2003 | | | 2002 | |
| ABN AMRO Growth "N" Fund | | | | $4,419,483 | | | $2,904,865 | |
| ABN AMRO Income Plus Fund | | | | 3,610,055 | | | 3,749,301 | |
| ABN AMRO Veredus Aggressive Growth Fund | | | | 2,827,821 | | | 1,477,531 | |
| Janus Balanced Fund | | | | 2,796,660 | | | 2,047,443 | |
| Pimco Total Return Fund | | | | 1,933,554 | | | 1,661,332 | |
| ABN AMRO S&P 500 Index Fund | | | | 1,797,530 | | | 1,222,030 | |
| Coachmen Industries, Inc. common stock | | | | 1,506,722 | | | 899,794 | |
| Dodge & Cox Stock Fund | | | | 1,431,660 | | | 837,624 | |
| Putnam International Growth Fund | | | | 1,281,657 | | | 832,934 | |
(Continued)
6.
COACHMEN INDUSTRIES, INC. RETIREMENT PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
December 31, 2003 and 2002
NOTE 3 — INVESTMENTS (Continued)
During the years ended December 31, 2003 and 2002, the Plan’s investments (including investments bought, sold, and held during the year) appreciated (depreciated) in value as follows:
| | |
|---|
| | |
| | | 2003 | | 2002 | |
| Mutual funds | | $2,383,297 | | $(2,374,166 | ) |
| Common trust funds | | 522,700 | | 248,232 | |
| Coachmen Industries, Inc. common stock | | 273,713 | | 151,305 | |
| | | $3,179,707 | | $(1,974,629 | ) |
| | |
| |
| |
Information about the net assets as of December 31, 2003 and 2002, and the significant components of the changes in net assets for the years then ended, relating to the nonparticipant-directed investments is as follows:
| | |
|---|
| | |
| December 31, |
| | | 2003 | | 2002 | |
| Net assets | |
| Coachmen Industries, Inc. common stock | | $1,506,722 | | $ 899,794 | |
| Common trust funds | | 3,610,055 | | 3,749,301 | |
| Money market fund | | 24,357 | | 38,014 | |
| | | $5,141,134 | | $4,687,109 | |
| | |
| |
| |
| | |
|---|
| Years Ended December 31, |
| | | 2003 | | 2002 | |
| Changes in net assets | |
| Contributions | | $ 865,120 | | $ 865,980 | |
| Net appreciation in fair value of investments | | 422,132 | | 329,280 | |
| Benefit payments | | (838,432 | ) | (361,039 | ) |
| Miscellaneous | | 5,205 | | 7,549 | |
| | | $ 454,025 | | $ 841,770 | |
| | |
| |
| |
(Continued)
7.
COACHMEN INDUSTRIES, INC. RETIREMENT PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
December 31, 2003 and 2002
NOTE 4 — PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the right under the Plan to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become fully vested in their accounts.
NOTE 5 — TAX STATUS AND REPORTING
The Plan, which the Company has adopted, is a prototype non-standardized profit sharing plan offered by the trustee, and the Internal Revenue Service has determined and informed the trustee by a letter dated November 27, 2001 that the prototype plan is designed in accordance with applicable sections of the Internal Revenue Code (“IRC”). The Company believes that the Plan is currently designed and operated in compliance with the applicable requirements of the IRC.
The following is a reconciliation of net assets available for benefits per the accompanying financial statements at December 31, 2003 and 2002 to Form 5500:
| | |
|---|
|
|
| | 2003
| | | 2002
|
|
| Net assets available for benefits per the | | | | $ 21,878,605 | | | $ 15,755,299 | |
| financial statements | | |
| Amounts allocated to withdrawing | | |
| participants | | | | (28,104 | ) | | (4,175 | ) |
| | | | |
| | |
| |
| Net assets available for benefits per the | | |
| Form 5500 | | | | $ 21,850,501 | | | $15,751,124 | |
| | | | |
| | |
| |
The following is a reconciliation of benefits paid to participants per the accompanying financial statements for the years ended December 31, 2003 and 2002 to Form 5500:
| | |
|---|
| | | | | 2003 | | | 2002 | |
| Benefits paid to participants per the | | |
| financial statements | | | | $ 2,429,613 | | | $ 1,952,097 | |
| Add: | | |
| Amounts allocated to withdrawing | | |
| participants, current year | | | | 28,104 | | | 4,175 | |
| Less: | | |
| Amounts allocated to withdrawing | | |
| participants, prior year | | | | (4,175 | ) | | (18,741 | ) |
| | | | |
| | |
| |
| Benefits paid to participants per Form 5500 | | | | $ 2,453,542 | | | $ 1,937,531 | |
| | | | |
| | |
| |
(Continued)
8.
COACHMEN INDUSTRIES, INC. RETIREMENT PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
December 31, 2003 and 2002
NOTE 6 — PARTIES-IN-INTEREST TRANSACTIONS
Parties-in-interest are defined under Department of Labor regulations as any fiduciary of the Plan, any party rendering service to the Plan, the Employer and certain others. The Company provides certain accounting, recordkeeping and administrative services to the Plan for which it receives no compensation. Fees paid by the Plan to ABN AMRO Trust Services Company, trustee of the Plan, were $14,044 and $1,865 for the years ended December 31, 2003 and 2002, respectively.
The Plan held the following party-in-interest investments:
| | | |
|---|
|
| 2003
| 2002
|
| Coachmen Industries, Inc. | Common Stock | $ 1,506,722 | $ 899,794 |
| ABN AMRO | Income Plus Fund | 3,610,055 | 3,749,301 |
| ABN AMRO | Growth "N" Fund | 4,419,483 | 2,904,865 |
| ABN AMRO | S&P 500 Index Fund | 1,797,530 | 1,222,030 |
| ABN AMRO | Veredus Aggressive Growth Fund | 2,827,821 | 1,477,531 |
| ABN AMRO | Investor Money Market Fund | 24,357 | 38,014 |
| | Participant Loans | 10,980 | 19,016 |
9.
SUPPLEMENTAL SCHEDULES
COACHMEN INDUSTRIES, INC. RETIREMENT PLAN AND TRUST
SCHEDULE H, LINE 4i — SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2003
Name of Plan Sponsor: Coachmen Industries, Inc.
Employer Identification Number: 35-1101097
Three-Digit Plan Number: 001
| | | | |
|---|
(a) |
(b)
Identity of Issue, Borrower,
Lessor, or Similar Party | (c)
Description of Investment
Including Maturity Date,
Rate of Interest
Collateral, Par or
Maturity Value |
(d)
Cost |
(e)
Fair
Value |
| | Mutual Funds | |
| | Dodge & Cox Funds | Dodge & Cox Stock Fund (12,582.702 units) | # | $ 1,431,660 |
| * | ABN AMRO | ABN AMRO Growth "N" Fund (201,159.904 units) |
# |
4,419,483 |
| | Royce | Royce Total Return Fund (21,817.232 units) | # | 233,225 |
| | Janus | Janus Balanced Fund (140,253.769 units) | # | 2,796,660 |
| * | ABN AMRO | ABN AMRO Veredus Aggressive Growth Fund (181,736.538 units) |
# |
2,827,821 |
| | Putnam | Putnam International Growth Fund (62,035.671 units) |
# |
1,281,657 |
| Pimco Funds | Pimco Total Return Fund (180,537.211 units) | # | 1,933,554 |
| | | Total mutual funds | | 14,924,060 |
| | | Common Trust Funds | | |
| * | ABN AMRO | ABN AMRO Income Plus Fund (659,521.285 units) |
$ 3,448,905 |
3,610,055 |
| * | ABN AMRO | ABN AMRO S&P 500 Index Fund (400,697.678 units) |
# |
1,797,530 |
| | | Total common trust funds | | 5,407,585 |
| | | Common Stock | | |
| * | Coachmen Industries, Inc. | Coachmen Industries, Inc. common stock (83,197.228 shares) |
1,176,695 |
1,506,722 |
| | | Money Market Fund | | |
| * | ABN AMRO | ABM AMRO Investor Money Market Fund (24,357 shares) |
24,357 |
24,357 |
| | | Participant Loans | | |
| * | Participant Loans | $10,980 principal amount, interest rates ranging frmo 9.00% to 10.50% with various maturity dates |
# |
10,980 |
| | | Total investments | | $ 21,873,704 |
| | | | |
|
* — Party-in-interest
# — Form 5500 does not require cost information for participant-directed investments
10.
COACHMEN INDUSTRIES, INC. RETIREMENT PLAN AND TRUST
SCHEDULE H, LINE 4j — SCHEDULE OF REPORTABLE TRANSACTIONS
Year ended December 31, 2003
Name of Plan Sponsor: Coachmen Industries, Inc.
Employer Identification Number: 35-1101097
Three-Digit Plan Number: 001 Identity of
Party Involved | Description of
Asset | Purchase
Price | Selling
Price | Lease
Rental | Expense
Incurred
With
Transaction | Cost of
Asset | Current
Value of
Asset at
Date of
Transaction | Net
Gain
or
(Loss) |
|---|
|
|
|
|
|
|
|
|
|
| | | | | | | | | |
| * ABN AMRO | ABN AMRO Income Plus Fund | | | | | | | |
| | Aggregate purchases (318 transactions) | $ 788,133 | $ - | $ - | $ - | $ 788,133 | $ 788,133 | $ - |
| | Aggregate sales (332 transactions) | - | 1,075,798 | - | - | 1,045,257 | 1,075,798 | 30,541 |
* — Party-in-interest
11.
THE PLAN. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the retirement plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
|---|
| | | COACHMEN INDUSTRIES, INC.
RETIREMENT PLAN AND TRUST | |
| | | | |
| June 25, 2004 | | By: /s/ William G. Lenhart | |
| | | William G. Lenhart, Member of Retirement
Benefits Committee, Administrator of the Plan |
12.
EXHIBIT INDEX
| | |
|---|
EXHIBIT
NUMBER | DESCRIPTION | SEQUENTIALLY
NUMBERED PAGE | | | |
| | | | | |
| 23 | Consent of Independent Auditors (filed herewith) | 13 | | | |
