SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For Quarter Ended September 30, 2001 Commission file number: 0-17824 REXHALL INDUSTRIES, INC. (Exact name of Registrant as specified in its charter) California 95-4135907 (State of Incorporation) (IRS Employer Identification No.) 46147 7th Street West, Lancaster, California 93534 (Address of principal executive offices) (Zip Code) (661) 726-0565 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No _____. Applicable only to Corporate Issuers State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 3,036,350 as of 11/14/01. <page> REXHALL INDUSTRIES, INC. INDEX PART 1 - FINANCIAL INFORMATION PAGE NUMBER Item 1. Financial Statements (Unaudited): Condensed Consolidated Balance Sheets at September 30, 2001 3 and December 31, 2000 Condensed Consolidated Statements of Operations for the three and nine months ended September 30,2001 and September 30, 2000 4-5 Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2001 and September 30, 2000 6 Notes to Condensed Consolidated Financial Statements as of September 30, 2001 7-8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9-12 Item 3. Quantitative and Qualitative Disclosure about Market Risks 13 PART II - OTHER INFORMATION Repurchase Agreements 13 Legal Proceedings 14 Signatures 15 <page> PART I - FINANCIAL INFORMATION Item 1. - Condensed Consolidated Financial Statements REXHALL INDUSTRIES, INC. CONDENSED CONSOLIDATED BALANCE SHEETS ASSETS (Unaudited) (Audited) September 30 December 31 2001 2000 CURRENT ASSETS Cash $ 4,439,000 $ 3,427,000 Accounts Receivable - Net 2,099,000 5,832,000 Inventories 21,457,000 22,475,000 Income Tax Receivable 642,000 281,000 Deferred Income Taxes 821,000 821,000 Other Current Assets 184,000 340,000 Total Current Assets 29,642,000 33,176,000 Property and Equipment - Net 6,005,000 6,152,000 Property Held for Sale 123,000 127,000 Other Assets 153,000 154,000 TOTAL ASSETS $35,923,000 $39,609,000 LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Accounts Payable $ 4,013,000 $ 6,773,000 Notes Payable and current portion of long-term debt 6,371,000 6,638,000 Warranty Reserve 654,000 837,000 Accrued Legal 655,000 445,000 Dealer Incentives 853,000 732,000 Other Accrued Liabilities 499,000 691,000 Accrued Compensation and Benefits 280,000 371,000 Total Current Liabilities $13,325,000 $16,487,000 Deferred Income Tax Liabilities 55,000 55,000 Long-Term Debt, less current portion 679,000 705,000 TOTAL LIABILITIES 14,059,000 17,247,000 SHAREHOLDERS' EQUITY Preferred Stock - no par value; Authorized 1,000,000 shares; No shares outstanding at September 30, 2001 and December 31, 2000 --- --- Common Stock - no par value; Authorized 10,000,000 shares; issued and outstanding 3,036,000 and 3,057,000 shares at September 30, 2001 and December 31, 2000 6,139,000 6,241,000 Loan receivable from exercise of options (49,000) (57,000) Retained Earnings 15,774,000 16,178,000 TOTAL SHAREHOLDERS' EQUITY 21,864,000 22,362,000 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $35,923,000 $39,609,000 See accompanying notes to condensed consolidated financial statements <page> PART I - FINANCIAL INFORMATION Item 1. - Condensed Consolidated Financial Statements REXHALL INDUSTRIES, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) Three Months Ended September 30, 2001 September 30, 2000 Net Revenues $ 13,925,000 $ 12,488,000 Cost of Sales 12,590,000 9,944,000 Gross Profit 1,335,000 2,544,000 Selling, General, Administrative Expenses and Other Expenses 2,423,000 1,661,000 Income (Loss) Before Income Taxes (1,088,000) 883,000 Income Tax Expense (Benefit) (433,000) 385,000 Net Income (Loss) $ (655,000) $ 498,000 Basic and Diluted Net Income (Loss) per Common Share $ (.22) $ 0.16 Weighted Average Shares Outstanding - Basic and Diluted 3,036,000 3,096,000 See accompanying notes to condensed consolidated financial statements <page> PART I - FINANCIAL INFORMATION Item 1. - Condensed Consolidated Financial Statements REXHALL INDUSTRIES, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) Nine Months Ended September 30, 2001 September 30, 2000 Net Revenues $ 50,287,000 $ 47,983,000 Cost of Sales 44,458,000 40,363,000 Gross Profit 5,829,000 7,620,000 Selling, General, Administrative Expenses and Other Expenses 6,494,000 4,427,000 Income (Loss) Before Income Taxes (665,000) 3,193,000 Income Tax Expense (Benefit) (261,000) 1,371,000 Net Income (Loss) $ (404,000) $ 1,822,000 Basic and Diluted Net Income (Loss) Per Share $ (.13) $ 0.58 Weighted Average Shares Outstanding - Basic and Diluted 3,043,000 3,144,000 See accompanying notes to condensed consolidated financial statements PART I - FINANCIAL INFORMATION Item 1. - Condensed Consolidated Financial Statements REXHALL INDUSTRIES, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Nine Months Ended September 30, 2001 September 30, 2000 CASH FLOWS FROM OPERATING ACTIVITIES: Net Income (Loss) $ (404,000) $ 1,822,000 Adjustments to reconcile net income (loss) to net cash provided by (used in) Operating Activities: Depreciation and Amortization 306,000 372,000 Gain on Sale of Property, Plant and Equipment (3,000) --- Provision for Deferred Income Tax --- 164,000 (INCREASE) DECREASE IN: Accounts Receivable 3,733,000 2,843,000 Inventories 1,018,000 (1,349,000) Income Tax Receivable (361,000) --- Other Assets 157,000 115,000 INCREASE (DECREASE) IN: Accounts Payable (2,760,000) (3,531,000) Warranty Reserve (183,000) (200,000) Accrued Legal 210,000 (287,000) Other Current Liabilities (116,000) (93,000) Dealer Incentives 121,000 (150,000) Net cash provided by (used in) operating activities 1,718,000 (294,000) CASH FLOWS FROM INVESTING ACTIVITIES: Additions to property and equipment (237,000) (1,192,000) Proceeds from the Sale of Property, Plant and Equipment 85,000 --- Net cash used in investing activities (152,000) (1,192,000) CASH FLOWS FROM FINANCING ACTIVITIES: Repayment of long-term debt (26,000) (22,000) Repayment of short-term debt (434,000) (71,000) Proceeds from Exercise of Stock Options 8,000 --- Repurchase and retirement of stock (102,000) (484,000) Net cash used in financing activities (554,000) (577,000) NET INCREASE (DECREASE) IN CASH 1,012,000 (2,063,000) BEGINNING CASH BALANCE 3,427,000 6,330,000 ENDING CASH BALANCE $ 4,439,000 $ 4,267,000 <page> PART I - FINANCIAL INFORMATION Item 1. REXHALL INDUSTRIES, INC. Notes to the Condensed Consolidated Financial Statements September 30, 2001 1. Basis of Presentation: The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. However, in the opinion of management, they include all adjustments, consisting of normal accruals, necessary to present fairly the information set forth herein in accordance with generally accepted accounting principles for interim reporting. For further information refer to the Financial Statements and footnotes included in the Registrant's Annual Report on Form 10-K for year ended December 31, 2000. The Results of Operations for any interim period are not necessarily indicative of the results to be expected for the full year. 2. Summary of Significant Accounting Polices: Income Taxes Income tax expense is based upon the estimated effective tax rate for the entire fiscal year. The effective tax rate is subject to ongoing evaluation by management. Earnings Per Share Basic earnings per share represents net income (loss) divided by the weighted-average number of common shares outstanding for the period. Diluted earnings per share represents net income (loss) divided by the weighted-average number of shares outstanding, inclusive of the dilutive impact of common stock options, if any. No options were outstanding during the periods ended September 30, 2001 and 2000. 3. Details of Inventory: September 30, 2001 December 31, 2000 Raw Material $ 5,121,000 $ 6,561,000 Work-in-Progress 1,370,000 1,810,000 Finished Goods - Manufacturing 7,931,000 6,579,000 Finished Goods - Retail Operations 7,035,000 7,525,000 TOTAL $21,457,000 $22,475,000 <page> 4. Segment Information: The Company's reportable business segments are manufacturing and retail operations. Management evaluates segment performance based primarily on revenue and net income (loss). Segment information is summarized as follows (in thousands): Three Months Ended September 30, 2001 September 30, 2000 Net Revenues: Manufacturing $12,674 $12,488 Retail Operations 1,822 --- Intercompany Elimination (571) --- $13,925 $12,488 Net Income (Loss): Manufacturing $ (497) $ 498 Retail Operations (168) --- Intercompany Elimination 10 --- $ (655) $ 498 Nine Months Ended September 30, 2001 September 30, 2000 Net Revenues: Manufacturing $ 44,425 $ 47,983 Retail Operations 8,802 --- Intercompany Elimination (2,940) --- $ 50,287 $ 47,983 Net Income (Loss): Manufacturing $ (22) $ 1,822 Retail Operations (392) --- Intercompany Elimination 10 --- $ (404) $ 1,822 September 30, 2001 December 31, 2000 Total Assets: Manufacturing $ 30,404 $ 33,311 Retail Operations 7,370 9,181 Intercompany Elimination (1,851) (2,883) $ 35,923 $ 39,609 5. Certain reclassifications have been made to the 2000 financial statements to conform to the 2001 presentation. <page> PART I - FINANCIAL INFORMATION Item 2. - Management's Discussion and Analysis of Financial Condition and Results of Operations. All statements in this discussion and analysis which relate to future sales, costs, capital expenditures or earnings are "Forwarding Looking Statements" and should be read subject to the assumptions contained in the "Forward Looking Statements". Results of Operations Comparison of the Three Months ended September 30, 2001 to the Three Months ended September 30, 2000: Revenues - 2001 compared with 2000 Net Revenues were $13,925,000 for the third quarter ended September 30, 2001 compared to $12,488,000 for the same quarter in the prior year. The third quarter sales in 2001 represented a 11.5% increase from the comparable quarter of 2000. Net units sold for the third quarter 2001 were 169 new and 5 used motorhomes along with 7 towables as compared to 171 new motorhomes for the same period of 2000. Net revenues for the manufacturing operations were $12,674,000 on net shipments of 158 units, which were up 1% and down 8%, respectively, when compared to the third quarter of 2000. Wholesale shipments of the Company's gas motorhomes were down 36%, while diesel motorhome shipments were up 100% when compared to last year's third quarter. The decrease in net shipments is primarily attributable to an industry-wide decline in Class "A" shipments of 10% when compared to last year. The events of September 11, 2001 had a major effect on shipments in September, which were approximately 30% of the 2001 monthly average. This was compounded by the continuing difficulty of poor RV industry fundamentals of weakened consumer confidence and a tightening of credit which are creating an overall down market. Management cannot determine when these conditions will improve. Retail operations generated net revenues of $1,822,000 on sales of 9 new motorhomes, 5 used motorhomes, and 7 towables. Since the Company did not have retail operations in the third quarter of 2000, no comparisons can be made. Intercompany eliminations account for the difference between the total net revenues and the sum of manufacturing and retail operations. Gross Profit - 2001 compared with 2000 Gross Profit as a percentage of sales was 9.6% for the quarter ended September 30, 2001 as compared to 20.4% for the same period in the prior year. Gross profit for the third quarter decreased to $1,335,000 from $2,544,000 for the same quarter last year, which is a decrease of $1,209,000 or 47.5%. Gross profit for manufacturing operations decreased to $1,257,000 from $2,544,000 for the same quarter in 2000, which is a decrease of $1,287,000 or 50.6%. Gross margin was 9.9% as compared to 20.4% last year. A $392,000 write-down of finished goods inventory was recorded as of September 30, 2001 to properly reflect lower-of-cost or market inventory valuations. Additionally, the decrease in gross margin was attributable to higher material and overhead costs absorbed by each unit. The decrease in units sold created a smaller absorption base for manufacturing overhead. The nature of these costs is less variable than direct materials and labor, so overhead absorption suffers in periods of declining shipments. Retail operations' gross profit was $62,000 with a gross margin of 3.4%. A $136,000 write-down of finished goods inventory was recorded as of September 30, 2001 to properly reflect lower-of-cost or market inventory valuations. Since the Company did not have retail operations in the third quarter of 2000, no comparisons can be made. Intercompany eliminations account for the difference between the total net revenues and the sum of manufacturing and retail operations. <page> Management expects the margins in the fourth quarter to be similar to the third quarter, so the year-to-date margins should decrease slightly, but there are no assurances due to the unknown direction of the RV industry fundamentals and competition within the industry. Selling, General, Administrative and Other Expenses-2001 compared with 2000 Selling, General Administrative and Other Expenses were $2,423,000 and $1,661,000 for the third quarter ended September 30, 2001 and 2000, respectively. The percentage of sales for the three months ended September 30, 2001 is 17.4% compared to 13.3% for the same period in 2000. For manufacturing operations, S, G & A and other expenses increased $423,000 to $2,084,000, and increased as a percentage of sales from 13.3% to 16.4%. The increase is primarily related to an increase in bad debt and legal reserves, partially offset by reduced officer's bonus and dealer incentives. Retail operations' S, G & A and other expenses were $339,000 or 18.6% of sales. The Company's retail operations tend to be seasonal in nature with higher revenues in the first and fourth quarters. Cost reductions were implemented in the second quarter of 2001, however, due to the lower sales base, S, G & A as a percentage of sales is higher in the "off season". Additionally, retail operations typically have a higher percentage of expenses than manufacturing operations in these areas due to the nature of the business. For instance, the retail operations incurred $147,000 of interest charges related to the flooring of inventory during the period. Intercompany eliminations account for the difference between the total S,G, & A and other expenses and the sum of manufacturing and retail operations. Income Taxes - 2001 compared with 2000 Income tax benefit was $433,000 for the quarter ended September 30, 2001 as compared to income tax expense of $385,000 in the third quarter of 2000 reflecting the decrease in income (loss) before income taxes. Income taxes are provided based upon the estimated effective tax rate for the entire fiscal year applied to pre-tax income for the period. The effective tax rate is subject to ongoing review and evaluation by management. Results of Operations Comparison of the Nine Months ended September 30, 2001 to the Nine Months ended September 30, 2000: Revenues - 2001 compared with 2000 For the nine months ended September 30, 2001, net revenues were $50,287,000 compared to $47,983,000 for the same period in the prior year. This represents a 4.8% increase from the prior year. Net units sold for the nine months ended September 30, 2001 were 616 new and 48 used motorhomes along with 107 towables compared to 664 new motorhomes for the nine months ended September 30, 2000. Net revenues for the manufacturing operations were $44,425,000 on net shipments of 563 units compared to $47,983,000 on net shipments of 664 for the nine months ended September 30, 2000. This represents a decrease of 7% and 15%, respectively. Wholesale shipments of the Company's gas motorhomes were down 36%, while diesel motorhome shipments were up 88% when compared to the same period in 2000. The decline in net revenues is primarily attributable to an industry-wide decline in Class "A" shipments of 23% when compared to last year. Poor RV industry fundamentals of weakened consumer confidence, a tightening of credit and high fuel costs continue to be the drivers of the overall down market. The events of September 11, 2001 only <page> compounded this difficult market and add to the uncertainty of the next quarter. Management cannot determine when these conditions will improve. Retail operations generated net revenues of $8,802,000 on sales of 51 new motorhomes, 48 used motorhomes, and 107 towables. Since the Company did not have retail operations during the first nine months of 2000, no comparisons can be made. Intercompany eliminations account for the difference between the total net revenues and the sum of manufacturing and retail operations. Gross Profit - 2001 compared with 2000 Gross Profit was 11.6% for the nine months ended September 30, 2001 compared to 15.9% for the same period in the prior year. Gross profit for manufacturing operations decreased to $4,838,000 from $7,620,000 for the same period in 2000, which is a decrease of $2,782,000 or 36.5% Gross margin was 10.9% as compared to 15.9% last year. The decrease in gross margin was attributable to lower sales and higher material and overhead costs absorbed by each unit. The decrease in sales created a smaller absorption base for manufacturing overhead. The nature of these costs is less variable than direct materials and labor, so overhead absorption suffers in periods of declining sales. Additionally, a $392,000 write-down of finished goods inventory was recorded as of September 30, 2001 to properly reflect lower-of-cost or market inventory valuations. Retail operations' gross profit was $975,000 with a gross margin of 11.1%. A $136,000 write-down of finished goods inventory was recorded as of September 30, 2001 to properly reflect lower-of-cost or market inventory valuations. Since the Company did not have retail operations during the first nine months of 2000, no comparisons can be made. Intercompany eliminations account for the difference between the total net revenues and the sum of manufacturing and retail operations. Management expects the margins in the fourth quarter to be similar to the third quarter, so the year-to-date margins should decrease slightly, but there are no assurances due to the unknown direction of the RV industry fundamentals and competition within the industry. Selling, General Administrative and Other Expenses - 2001 compared to 2000 Selling, General Administrative and Other Expenses were $6,494,000 and $4,427,000 for the nine months ended September 30, 2001 and 2000, respectively. The percentage of sales for the nine months ended September 30, 2001 is 12.9% compared to 9.2% for the same period in 2000. For manufacturing operations, S, G & A and other expenses increased $447,000 to $4,874,000 and increased as a percentage of sales from 9.2% to 11.0% due to the decline in sales base. The increase is primarily related to an increase in bad debt, research and development and legal expenses, partially offset by a reduction in officer's bonus, dealer incentives and advertising. Retail operations' S, G & A and other expenses were $1,620,000 or 18.4% of sales. Retail operations typically have a higher percentage of expenses in these areas due to the nature of the business versus manufacturing operations. For instance, the retail operations incurred $467,000 of interest charges related to the flooring of inventory during the period. Income Taxes - 2001 compared with 2000 Income tax benefit for the nine months ended September 30, 2001 was $261,000 as compared to income tax expense of $1,371,000 for the same period in the prior year reflecting the decrease in income (loss) before income taxes. Income taxes are provided based upon the estimated effective rate for the entire fiscal year applied to the pre-tax income for the period. The effective tax rate is subject to ongoing evaluation by management. <page> Financial Condition, Capital Resources and Liquidity The Company has relied primarily on internally generated funds, trade credit and debt to finance its operations and expansion. As of September 30, 2001 the company had working capital of $16,347,000 compared to $16,317,000 at December 31, 2000. The $372,000 decrease in working capital is primarily due to a $3,733,000 decrease in accounts receivable, a $1,018,000 decrease in inventory partially offset by a $2,760,000 decrease in accounts payable and a $1,012,000 increase in cash. Capital expenditures during the first nine months of 2001 were $237,000. Management anticipates capital expenditures for the remainder of 2001 to be minimal for refurbishment and expansion of certain production facilities and production equipment. Management expects capital expenditures to increase in 2002 when the Company begins construction of a new facility. Cash flows from financing activities for the nine months ended September 30, 2001 consisted primarily of stock repurchases of $102,000 and repayment of short-term debt of $434,000 related to financing of the Company's insurance policies and retail inventory. The Company will buy back stock in the open market from time to time when the market price is deemed to be appropriate by management. As of September 30, 2001 the Company has a $2,500,000 line of credit with a bank which can be used for working capital purposes. The line expires on September 27, 2003. Under this line of credit, $283,000 has been set aside as an irrevocable standby letter of credit for the Company to meet the requirements for self-insurance established by the Department of Industrial Relations which regulates worker's compensation insurance in California. At September 30, 2001, no amounts were outstanding under the line of credit agreement. The line of credit contains various covenants. The Company was in compliance with such covenants as of September 30, 2001. The Company has a line of credit with a chassis vendor, Ford Motor Credit Company ("FMCC"), with an $8,000,000 limit. Borrowings under the line bear interest at an annual rate of prime plus 1% (7.0% at September 30, 2001). All borrowings are secured by the Company's assets. The outstanding balance included in accounts payable at September 30, 2001 was $1,341,000. The Company has a line of credit with a financial institution for financing purchases of inventory for its retail operations. The line of credit has a limit of $7,500,000 and borrowings under the line bear interest at an annual rate of prime plus 0.5% (6.5% at September 30, 2001). All borrowings are secured by inventory held by the Company's retail operations. The balance outstanding at September 30, 2001 was $6,337,000. The Company anticipates that it will be able to satisfy its ongoing cash requirements through 2001 primarily with cash flows from operations, supplemented, if necessary, by borrowings under its revolving credit agreement. Impact of Recently Issued Accounting Standards In July 2001, the FASB issued Statement NO. 141, Business Combinations, and Statement NO. 142, Goodwill and Other Intangible Assets. Statement 141 requires that the purchase method of accounting be used for all business combinations initiated after June 30, 2001 as well as purchase method business combinations completed after June 30, 2001. Statement 141 also specifies criteria intangible assets acquired in a purchase method business combination must meet to be recognized and reported apart from goodwill, noting that any purchase price allocable to an assembled workforce may not be accounted for separately. Statement 142 will require that goodwill and intangible assets with indefinite useful lives no longer be amortized, but instead tested for impairment at least annually in accordance with the provisions of Statement 142. Statement 142 will also require that intangible assets with definite useful lives be amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment in accordance with SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed of. <page> The Company is required to adopt the provisions of Statement 141 immediately, except with the regard to certain business combinations initiated prior to July 1, 2001 and Statement 142 effective January 1, 2002. Furthermore, any goodwill and any intangible asset determined to have an indefinite useful life that are acquired in a purchase business combinations completed after June 30, 2001 will not be amortized, but will continue to be evaluated for impairment in accordance with the appropriate pre-Statement 142 accounting literature. Goodwill and intangible assets acquired in business combinations completed before July 1, 2001 will continue to be amortized prior to the adoption of Statement 142. The Company does not expect the adoption of Statement 141 and 142 to have a significant impact on the statement of financial position or result of operations. In October 2001, the Financial Accounting Standards Board issued Statement No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. This pronouncement provides new guidance on the recognition of impairment losses on long-lived assets to be held and used or to be disposed of and also broadens the definition of what constitutes a discontinued operation and how the results of a discontinued operation are to be measured and presented. The provisions of SFAS No. 144 are effective for financial statements issued for fiscal years beginning after December 15, 2001. The Company presently intends to adopt SFAS No. 144 effective January 1, 2002 and does not expect adoption of these standards to have a material effect on the consolidated financial statements. Forward-Looking Statements Our statements of our intentions, expectations or future conditions are "forward-looking statements" based on assumptions and on facts known to us today. We do not intend to update our assumptions or this report. Rexhall's business is seasonal, and sales typically will be decreasing now, and economic factors are further depressing the industry sales. Low interest rates, low unemployment, and ready availability of motor fuel have in the past been associated with favorable recreational vehicle sales. Recent reports of decreased consumer confidence, together with the events of September 11, 2001, are depressing the market and may reduce future sales. Many of Rexhall's competitors are substantially larger, and many of its suppliers and dealer's also have greater economic power, with greater ability to withstand adversity. Management intends to remain aware of these factors and react to them, but cannot predict their timing or significance. Item 3. Quantitative and Qualitative Disclosure About Market Risk In the ordinary course of its business, the Company is exposed to certain market risks, including changes in interest rates. After an assessment of these risks to the Company's operations, the Company believes that its primary market risk exposures relating to interest rates (within the meaning of Regulation S-K Item 305) are not material and are not expected to have any material adverse effect on the Company's financial condition, results of operations or cash flows for the next fiscal year. The Company's line of credit permits a combination of fixed and variable rates at the Company's option, which Management believes reduces the risk of interest rate fluctuations. A 1% increase/decrease in interest rates would result in less than $65,000 of increase/decrease in interest expense. Part II - Other Information Repurchase Agreements - Motorhomes purchased under financing agreements by dealers are subject to repurchase by the Company, in some cases, at dealer cost plus unpaid interest in the event of default by the dealer. During 2000, 1999 and 1998 the Company repurchased approximately $4,190,000, $1,973,000 and $832,000 respectively, of motorhomes under these agreements. At September 30, 2001 and December 31, 2000, approximately $22,724,000 and $26,700,000, respectively, of dealer inventory is covered by repurchase agreements. Dealers do not have the contractual right to return motorhomes under any Rexhall Dealer Agreement. There are also a number of state statutes which require the repurchasing of motorhomes whenever a dealership is terminated. <page> Legal Proceedings - The Company is a defendant in various legal proceedings from the normal course of business. In the opinion of Company management, the resolution of such matters will not have a material effect on its financial statements or results of operations. <page> REXHALL INDUSTRIES, INC. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned there unto duly authorized. Rexhall Industries, Incorporated (Registrant) By /S/ William J. Rex By /S/Dawn Diaz Signature and Title)* (Signature and Title)* William J. Rex, President, and Chief Financial Officer CEO & Chairman Date: November 14, 2001 Officer Date: November 14, 2001 In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant in capacities and on the dates indicated. By /S/ William J. Rex (Signature and Title)* William J. Rex President & CEO Chairman of the Board Date: November 14, 2001 By /S/ Donald C. Hannay, Sr. (Signature and Title)* Donald C. Hannay, Sr. Vice President of Sales & Marketing Director Date: November 14, 2001 By /S/ Robert A. Lopez (Signature and Title)* Robert A. Lopez Director Date: November 14, 2001 By /S/ Frank A. Visco (Signature and Title)* Frank A. Visco Director Date: May 14, 2001 By /S/ Dr. Dennis K. Ostrom (Signature and Title)* Dr. Dennis K. Ostrom Director Date: November 14, 2001