UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
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| Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 |
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For the year ended: December 31, 2007 | ||
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or | ||
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| Transition Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 |
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For the period from to | ||
Commission File Number: 1-14725
MONACO COACH CORPORATION 401(K) PLAN
(Full title of the Plan)
MONACO COACH CORPORATION
(Name of issuer of the securities held pursuant to the Plan)
91320 Industrial Way
Coburg, OR 97408
(Address of principal executive office)
December 31, 2007 and 2006
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Financial Statements |
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Supplemental Schedule |
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Schedule H, Line 4i – Schedule of Assets (Held at End of Year) |
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Note: Other schedules required by 29 CFR Section 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable.
To the Participants and Administrator of
Monaco Coach Corporation
401(k) Plan
We have audited the accompanying statement of net assets available for benefits of the Monaco Coach Corporation 401(k) Plan (the “Plan”) as of December 31, 2007, and the related statement of changes in net assets available for benefits for the year 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 audit.
We conducted our audit 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. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also 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, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2007, and the changes in net assets available for benefits for the year then ended in conformity with accounting principles generally accepted in the United States of America.
Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) as of December 31, 2007, is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is 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. This schedule is the responsibility of the Plan’s management. Such schedule has been subjected to the auditing procedures applied in our audit of the basic 2007 financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole.
/s/ Kernutt Stokes Brandt & Co. LLP
Eugene, Oregon
June 12, 2008
1
To the Participants and Administrator of
Monaco Coach Corporation
401(k) Plan
In our opinion, the accompanying statement of net assets available for benefits presents fairly, in all material respects, the net assets available for benefits of Monaco Coach Corporation 401(k) Plan (the “Plan”) at December 31, 2006 in conformity with accounting principles generally accepted in the United States of America. This financial statement is the responsibility of the Plan’s management. Our responsibility is to express an opinion on this financial statement based on our audit. We conducted our audit of this statement 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 statement is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
As discussed in Note 2, effective for plan years ended after December 15, 2006, FASB Staff Position Nos. AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Audit Guide and Defined Contribution Health and Welfare and Pension Plans, was required to be implemented. Therefore the presentation of the 2006 financial statement amounts include the presentation of fair value with an adjustment to contract value for such investments.
/s/ PricewaterhouseCoopers LLP |
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Portland, Oregon |
June 28, 2007 |
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Statements of Net Assets Available for Benefits
December 31, 2007 and 2006
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| 2007 |
| 2006 |
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Assets |
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Investments, at fair value |
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Registered investment companies |
| $ | 44,937,695 |
| $ | 32,343,577 |
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Common stock |
| 11,772,813 |
| 20,789,379 |
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Collective trust fund |
| 18,125,554 |
| 19,204,859 |
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Pooled separate accounts |
| 14,117,121 |
| 19,112,466 |
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Participant loans |
| 4,654,467 |
| 4,346,870 |
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Total investments |
| 93,607,650 |
| 95,797,151 |
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Receivables |
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Employer contributions |
| 860,684 |
| 789,837 |
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Dividend income |
| — |
| 65,453 |
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Participant contributions |
| — |
| 27,102 |
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Total receivables |
| 860,684 |
| 882,392 |
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Total assets |
| 94,468,334 |
| 96,679,543 |
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Liabilities |
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Excess contributions payable |
| 56,911 |
| 3,716 |
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Net assets available for benefits at fair value |
| 94,411,423 |
| 96,675,827 |
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| 117,669 |
| 304,236 |
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Net assets available for benefits |
| $ | 94,529,092 |
| $ | 96,980,063 |
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The accompanying notes are an integral part of these financial statements.
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Monaco Coach Corporation
401(k) Plan
Statement of Changes in Net Assets Available for Benefits
Additions |
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Investment income |
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Net depreciation in fair value of investments |
| $ | (4,567,278 | ) |
Interest and dividends |
| 3,482,615 |
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Interest on participant loan payments |
| 341,983 |
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Total investment loss |
| (742,680 | ) | |
Contributions |
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Participant |
| 5,728,104 |
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Employer |
| 860,684 |
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Participant rollover |
| 487,449 |
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Total contributions |
| 7,076,237 |
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Total additions |
| 6,333,557 |
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Deductions |
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Benefits paid to participants |
| (8,695,930 | ) | |
Administrative expenses |
| (88,598 | ) | |
Total deductions |
| (8,784,528 | ) | |
Net decrease |
| (2,450,971 | ) | |
Net assets available for benefits |
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Beginning of year |
| 96,980,063 |
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End of year |
| $ | 94,529,092 |
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The accompanying notes are an integral part of these financial statements.
4
Monaco Coach Corporation
401(k) Plan
December 31, 2007 and 2006
1. Plan Description
The following description of the Monaco Coach Corporation 401(k) Plan (the “Plan”) provides only general information. Participants should refer to the Plan document, prospectus and the Summary Plan Description for a more complete description of the Plan’s provisions. The information in Note 1 is from the prospectus that is in effect as of December 31, 2007.
General
The Plan is a defined contribution plan covering substantially all employees of Monaco Coach Corporation (the “Company”). It is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and the Internal Revenue Code of 1986, as amended (“IRC”). Principal Financial Group (“Principal”) acts as the Plan’s recordkeeper, Trustee and Custodian of the Plan’s assets.
Contributions
Eligible employees may elect voluntary salary deferral contributions withheld from their salary based on an elected percentage, up to a maximum of 25%, subject to annual individual deferral limitations under the IRC. Participant’s salary deferral and matching contributions are self-directed in the various investment funds of the Plan. Participants can change their investment fund allocations daily and pre-tax reduction percentage on a monthly basis. Participants may choose to invest up to 25% of their future salary deferral contributions in the Monaco Coach Corporation Common Stock Fund. The Company currently matches 25% of the first 4% of eligible deferred compensation, if the Company has a net profit before such contributions at year end. All contributions are limited to the applicable amounts as prescribed by the IRC. Effective January 1, 2007, the Plan initiated “auto-enrollment” in which eligible employees are automatically enrolled in the Plan with a 4% salary deferral contribution rate on the first day of the second month following their hire date, unless the participant elects to opt out.
Participant Accounts
Each participant’s account is credited with the participant’s contributions, the Company’s matching contributions, an allocation of Plan investment earnings or losses thereon, and an allocation of administrative expenses as defined by the Plan. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s account balance.
Vesting
Participants are fully vested in their Plan account balances; therefore, the Plan does not have any forfeitures.
Participant Loans
Employees may borrow up to 50% of the value of their account balances with the aggregate of any outstanding loans not to exceed $50,000. A participant may not have more than two loans outstanding at the same time. The loans are secured by the balance in the participant’s account and bear interest at a reasonable rate, generally 1% above the prime rate. Principal and interest is paid ratably through weekly payroll deductions.
Benefit Payments
On termination of service due to death, disability, resignation, discharge or retirement, a participant may elect to receive or begin to receive either a lump-sum distribution equal to the value of the participant’s vested interest in his or her account or annual installments, or a direct rollover to another qualified plan according to the Plan’s provisions. If the participant has a balance of greater than $1,000 in his or her account, the participant may also elect to keep the account balance in the Plan.
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Monaco Coach Corporation
401(k) Plan
Notes to Financial Statements
December 31, 2007 and 2006
2. Summary of Significant Accounting Policies
Basis of Accounting
The accompanying financial statements have been prepared on the accrual basis of accounting.
Investment Valuation and Income Recognition
The Plan’s investments are stated at fair value. Quoted market prices are used to value investments. Investments in common stocks listed on a national securities exchange and over-the-counter securities are valued at the last reported sale price on the valuation date or, if no sales are reported for that day, the last published sale price. Shares of registered investment companies are valued at the net asset value of the shares held by the Plan at year end. Investments in collective trust funds are stated at net unit value, based upon the fair market value of the underlying securities, as determined or provided by Principal. The collective trust fund represents investments held in pooled funds and is valued based on information reported by the investment advisor using the audited financial statements of the collective trust at year end. The investments in the pooled separate accounts are stated at net unit value and are based on the fair market value of the underlying securities, as determined by Principal. Participant loans are valued at their outstanding balances, which approximate fair value.
Investments are purchased and sold at the fair value of the underlying investments and receive the interest and dividend earnings of the underlying investments. Purchases and sales of securities are recorded on a trade date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. The Plan presents, in the Statement of Changes in Net Assets Available for Benefits, the net appreciation or depreciation in the fair value of its investments, which consists of the realized gains or losses and the unrealized appreciation or depreciation of those investments.
Benefits Payable
Benefits are recorded when paid. Accordingly, benefits payable to persons that have elected to withdraw from the Plan but not yet been paid have not been accrued. At December 31, 2007, there was $9,729 payable to participants. At December 31, 2006, there was $5,985 payable to participants.
Expenses
Investment expenses and certain allowable administrative expenses are paid by the Plan. All other administrative expenses are paid by the Company.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) 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. On an on-going basis, the Plan evaluates its estimates including contingencies and litigation. The Plan bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from those estimates.
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Monaco Coach Corporation
401(k) Plan
Notes to Financial Statements
December 31, 2007 and 2006
As described in Financial Accounting Standards Board Staff Position, FSP AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans (the “FSP”), investment contracts held by a defined contribution plan are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan. The Plan invests in investment contracts through a collective trust fund. As required by the FSP, the Statement of Net Assets Available for Benefits presents the fair value of the investment in the collective trust fund as well as the adjustment of the investment in the collective trust fund from fair value to contract value relating to the investment contracts. The Statement of Changes in Net Assets Available for Benefits is prepared on a contract value basis.
Risks and Uncertainties
The Plan provides participants with a choice of various investments. 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, it is at least reasonably possible that changes in the values of investment securities, and thus the net assets of the funds, will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the Statement of Net Assets Available for Benefits and the Statement of Changes in Net Assets Available for Benefits.
Recent Accounting Pronouncements and Developments
In September 2006, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 157, Fair Value Measurements. The statement defines fair value, establishes a framework for measuring fair value in GAAP and expands the disclosures about fair value measurement. It is effective for financial statements issued for fiscal years beginning after November 15, 2007. The Plan continues to evaluate the impact of this standard and does not believe that it will have a material impact to the Plan.
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Monaco Coach Corporation
401(k) Plan
Notes to Financial Statements
December 31, 2007 and 2006
3. Investments
The following presents investments that represent 5% or more of the Plan’s net assets at December 31, 2007:
Registered investment companies |
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MFS Value A Fund |
| $ | 10,201,503 |
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American Funds American Balanced R4 Fund |
| 9,260,430 |
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Fidelity Advisor Mid Cap T Fund |
| 6,662,464 |
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Fidelity Advisor Diversified International T Fund |
| 5,326,415 |
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Fidelity Contra Portfolio |
| 8,914,876 |
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Collective trust fund |
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Principal Stable Value Fund |
| 18,125,554 |
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Common stock |
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Harley-Davidson Inc. |
| 9,889,228 |
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The following presents investments that represent 5% or more of the Plan’s net assets at December 31, 2006:
Registered investment companies |
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MFS Value A Fund |
| $ | 9,984,799 |
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American Funds American Balanced R4 Fund |
| 8,760,214 |
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Fidelity Advisor Mid Cap T Fund |
| 5,659,615 |
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Fidelity Advisor Diversified International T Fund |
| 4,395,326 |
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Fidelity Contra Portfolio |
| 7,361,688 |
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Collective trust fund |
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Principal Stable Value Fund |
| 19,204,859 |
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Common stock |
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Harley-Davidson Inc. |
| 17,963,472 |
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During 2007 the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) depreciated in value as follows:
Common stock |
| $ | (6,476,092 | ) |
Registered investment companies |
| 711,900 |
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Pooled separate accounts |
| 409,681 |
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Collective trust fund |
| 787,233 |
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| $ | (4,567,278 | ) |
Harley-Davidson Inc.
As part of the purchase of Holiday Rambler in 1996 from Harley-Davidson, the Holiday Rambler benefit plan was merged into the Plan. Prior to the purchase of Holiday Rambler, participants could select Harley-Davidson common stock as an investment option. After the acquisition, participants no longer could select the Harley-Davidson common stock as an investment option to purchase additional shares but are able to retain shares owned in the Plan and sell all or a portion at any time.
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Monaco Coach Corporation
401(k) Plan
Notes to Financial Statements
December 31, 2007 and 2006
4. Plan Tax Status
The Internal Revenue Service determined and informed the Company by letter, dated May 1, 2002, that the Plan is designed in accordance with applicable sections of the IRC. Although the Plan has been amended since receiving the favorable determination letter, the Plan administrator believes that the Plan continues to fulfill the requirements of a qualified plan under Sections 401(a) and 501(a) of the IRC and that the Plan is not subject to tax. Accordingly, no provision for federal or state income taxes has been provided in the accompanying financial statements.
5. Plan Termination
Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue contributions and/or terminate the Plan at any time, subject to the provisions of ERISA. In the event of Plan termination, the net assets of the Plan would be allocated and distributed among the participants and beneficiaries of the Plan in proportion to their interests, as permitted under the terms of the Plan.
6. Party-In-Interest and Related Party Transactions
The Plan’s investment assets represent funds invested in or maintained by Principal. Principal has been the Trustee and Custodian of Plan assets since February 23, 2003; and therefore, these investments represent exempt party-in-interest transactions. Fees paid by the Plan for the investment management services amounted to $88,598 and $87,644 for the year ended December 31, 2007 and 2006, respectively.
Certain Plan investments are shares of Company common stock. For the years ended December 31, 2007 and 2006, the Plan purchased 104,291 and 91,129 shares of Monaco Coach Corporation common stock, respectively, at a cost of $1,254,106 and $1,187,870, respectively. For the same years ended, the Plan sold 91,738 and 115,737 shares of Monaco Coach Corporation common stock, respectively, at a cost of $1,296,805 and $1,473,418, respectively. At December 31, 2007 and 2006, the Plan held $1,883,585 (212,115 shares) and $2,825,907 (199,563 shares), respectively of Monaco Coach Corporation common stock.
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Monaco Coach Corporation
401(k) Plan
Notes to Financial Statements
December 31, 2007 and 2006
7. Reconciliation of Financial Statements to Form 5500
The following is a reconciliation of net assets for benefits per the financial statements to the Form 5500 at December 31:
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| 2007 |
| 2006 |
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Net assets available for benefits per the financial statements |
| $ | 94,529,092 |
| $ | 96,980,063 |
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Participant contributions receivable |
| 238 |
| (27,102 | ) | ||
Dividend income receivable |
| — |
| (65,453 | ) | ||
Adjustments from fair value to contract value for interest in collective trust relating to fully benefit-responsive investment contracts |
| (117,669 | ) | (304,236 | ) | ||
Other adjustments from fair value to contract value |
| 972 |
| 65,117 |
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Excess contributions payable |
| 56,911 |
| 3,716 |
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Net assets available for benefits per Form 5500 |
| $ | 94,469,544 |
| $ | 96,652,105 |
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The following reconciliation of the net increase in net assets available for benefits per the financial statements to the Form 5500 at December 31, 2007:
Net decrease in net assets per the financial statements |
| $ | (2,450,971 | ) |
Change in participant contributions accrued |
| 27,340 |
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Change in dividends receivable |
| 65,453 |
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Change in net appreciation for adjustments from fair value to contract for interest in collective trust relating to fully benefit-responsive investment contracts |
| 186,567 |
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Change in adjustments from fair value to contract value |
| (64,145 | ) | |
Change in excess contributions payable |
| 53,195 |
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Net decrease in net assets per Form 5500 |
| $ | (2,182,561 | ) |
10
December 31, 2007 |
| Schedule I |
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| (c) |
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| Description of |
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| Investment Including |
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| Maturity Date, |
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| (b) |
| Rate of Interest, |
| (d) |
| (e) |
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| Identity of Issue, Borrower, |
| Collateral, Par or |
| Historical |
| Current |
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(a) |
| Lessor or Similar Party |
| Maturity Value |
| Cost (1) |
| Value |
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| Registered Investment Companies |
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| MFS Value A Fund |
| 384,527 shares |
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| $ | 10,201,503 |
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| American Funds American Balanced R4 Fund |
| 480,313 shares |
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| 9,260,430 |
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| Fidelity Advisor Mid Cap T Fund |
| 282,069 shares |
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| 6,662,464 |
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| Fidelity Advisor Diversified International T Fund |
| 246,593 shares |
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| 5,326,415 |
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| American Century Equity Income Adv Fund |
| 158,902 shares |
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| 1,239,435 |
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| American Funds Growth Fund R4 Fund |
| 51,394 shares |
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| 1,735,066 |
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| Columbia Acorn A Fund |
| 55,334 shares |
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| 1,597,506 |
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| Fidelity Contra Portfolio |
| 223,791 shares |
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| 8,914,876 |
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| Total registered investment companies |
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| 44,937,695 |
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| Common Stock |
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| Harley-Davidson Inc. Stock |
| 211,715 shares |
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| 9,889,228 |
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* |
| Monaco Coach Corporation Stock |
| 212,115 shares |
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| 1,883,585 |
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| Total common stock |
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| 11,772,813 |
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| Collective Trust Fund |
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* |
| Principal Stable Value Fund |
| 1,104,062 units |
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| 18,125,554 |
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| Pooled Separate Accounts |
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* |
| Principal Bond & Mortgage Separate Account |
| 3,424 units |
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| 2,663,697 |
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* |
| Principal Large Cap Stock Index Separate Account |
| 33,164 units |
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| 1,862,715 |
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* |
| Principal Lifetime 2020 Separate Account |
| 116,296 units |
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| 1,958,615 |
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* |
| Principal Lifetime Strategic Income Separate Account |
| 89,293 units |
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| 1,324,822 |
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* |
| Principal Lifetime 2030 Separate Account |
| 114,198 units |
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|
| 1,940,910 |
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* |
| Principal Lifetime 2040 Separate Account |
| 77,569 units |
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| 1,349,047 |
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* |
| Principal Small Cap Stock Index Separate Account |
| 30,160 units |
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| 687,863 |
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* |
| Principal Lifetime 2010 Separate Account |
| 44,147 units |
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| 699,287 |
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* |
| Principal Lifetime 2050 Separate Account |
| 39,225 units |
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| 662,266 |
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* |
| Principal Partners Small-Cap Value Separate Account |
| 35,345 units |
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| 482,037 |
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* |
| Principal Mid Cap Stock Index Separate Account |
| 21,448 units |
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| 485,862 |
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| Total pooled separate accounts |
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| 14,117,121 |
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* |
| Participant loans |
| 5% - 9.5%, maturities ranging from 2008 - 2017 |
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| 4,654,467 |
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| $ | 93,607,650 |
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* |
| Party-in-interest. |
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(1) |
| Cost information has been omitted for participant directed assets. |
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11
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
June 13, 2008 | MONACO COACH CORPORATION | |
| 401(K) PLAN | |
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| By: | /s/ P. Martin Daley |
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| P. Martin Daley |
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| Vice President and Chief Financial Officer |
12
EXHIBIT INDEX
Exhibit No. |
| Description |
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23.1 |
| Consent of Independent Registered Public Accounting Firm PriceWaterhouseCoopers LLP |
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23.2 |
| Consent of Independent Registered Public Accounting Firm Kernutt Stokes Brandt & Co. LLP |
13
