SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Quarterly Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For Quarter End March 31, 2002 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 No x . 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: 6,114,700 as of September 26, 2002. REXHALL INDUSTRIES, INC. INDEX PART I - FINANCIAL INFORMATION PAGE NUMBER Item 1. Condensed Consolidated Financial Statements (Unaudited): Condensed Consolidated Balance Sheets at March 31, 2002 (Restated)and December 31, 2002 3 Condensed Consolidated Statements of Operations for the three months ended March 31, 2002 (Restated) and March 31, 2001 4 Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2002 (Restated) and March 31, 2001 5 Notes to Condensed Consolidated Financial Statements 6-7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 7-9 Item 3. Quantitative and Qualitative Disclosure about Market Risks 9 PART II - OTHER INFORMATION Repurchase Agreements 9 Legal Proceedings 9 Signatures 10 PART III - EXHIBITS Officer Certifications 11 The Company is filing this Amendment to its Quarterly Report on Form 10-Q for the period ended March 31, 2002 filed with the Securities and Exchange Commission on May 14, 2002 in order to revise the Financial Statements and Management's Discussion and Analysis of Financial Condition and Results of Operations sections in that Report. The Company has determined that its raw materials inventory balance was incorrect. Related costs of goods sold and certain bonus and tax accruals have also been restated to reflect this inventory error. Accordingly, the Company is restating its 2002 First Quarter Result. Pursuant to Rule 12B-15 under the Securities Exchange Act of 1934, the Company is including the complete text of the Quarterly Report as revised. Except for financial statement information and related disclosures that are specifically related to the restatement all information contained in this report and the Original Filing is stated as of the date of the Original Filing. PART I - FINANCIAL INFORMATION Item 1. - Condensed Consolidated Financial Statements REXHALL INDUSTRIES, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) March 31, 2002 December 31, 2001 ASSETS (RESTATED) (NOTE 2) CURRENT ASSETS Cash $ 5,536,000 $ 8,662,000 Accounts Receivables, net 4,342,000 2,051,000 Income Tax Receivable 951,000 786,000 Inventories 10,896,000 12,546,000 Deferred Income Taxes 964,000 964,000 Other Current Assets 340,000 461,000 Current Assets of Discontinued Operations 2,417,000 4,689,000 TOTAL CURRENT ASSETS 25,446,000 30,159,000 Property and Equipment at Cost Net of Accumulated Depreciation 5,791,000 5,760,000 Property Held for Sale --- 122,000 Other Assets 153,000 151,000 Non-Current Assets of Discontinued Operations 55,000 160,000 TOTAL ASSETS $31,445,000 $36,352,000 LIABILITIES & STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts Payable $ 3,363,000 $ 3,423,000 Chassis Vendor Line of Credit 194,000 3,053,000 Notes Payable and Current Portion of Long-Term Debt 35,000 34,000 Accrued Warranty 817,000 699,000 Accrued Legal 721,000 802,000 Accrued Dealer Incentives 1,101,000 1,139,000 Other Accrued Liabilities 1,779,000 1,376,000 Accrued Compensation and Benefits 482,000 367,000 Current Liabilities of Discontinued Operations 2,262,000 4,509,000 TOTAL CURRENT LIABILITIES 10,754,000 15,402,000 Long-Term Debt, less Current Portion 662,000 671,000 TOTAL LIABILITIES 11,416,000 16,073,000 STOCKHOLDERS' EQUITY Preferred Stock - no par value, Authorized, 1,000,000 shares; no shares outstanding at March 31, 2002 and December 31, 2001 --- --- Common Stock - no par value, Authorized, 10,000,000 shares; issued and outstanding 3,057,000 at March 31, 2002 and December 31, 2001 6,139,000 6,139,000 Loan Receivable from Exercise of Options (43,000) (46,000) Retained Earnings 13,933,000 14,186,000 TOTAL STOCKHOLDERS'EQUITY 20,029,000 20,279,000 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $31,445,000 $36,352,000 See accompanying notes to condensed consolidated financial statements REXHALL INDUSTRIES, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) Three Months Ended March 31, 2002 March 31, 2001 (RESTATED) (NOTE 2) Net Revenues $17,407,000 $15,310,000 Cost of Sales 16,084,000 13,576,000 Gross Profit 1,323,000 1,734,000 Operating Expenses: Selling, General, Administrative Expenses and Other Expenses 1,741,000 1,297,000 Income (Loss) from Continuing Operations before Income Taxes (418,000) 437,000 Income Tax Expense (Benefit) (165,000) 175,000 Income (Loss) from Continuing Operations (253,000) 262,000 Loss from Discontinued Operations (net of applicable income tax benefit of $93,000 in 2001) --- (143,000) Net Income (Loss) ($ 253,000) $ 119,000 Basic and Diluted Income (Loss) from Continuing Operations Per Share ($ .08) $ .09 Basic and Diluted Loss from Discontinued Operations Per Share $ --- ($ .05) Basic and Diluted Income (Loss) Per Share ($ .08) $ .04 Weighted Average Shares Outstanding Basic and Diluted 3,057,000 3,057,000 See accompanying notes to condensed consolidated financial statements REXHALL INDUSTRIES, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Three Months Ended March 31, 2002 March 31, 2001 (RESTATED) CASH FLOWS FROM OPERATING ACTIVITIES: (NOTE 2) Net income (Loss) ($ 253,000) $ 119,000 Adjustments to reconcile net income (loss) to net cash provided by (used in) Operating Activities: Net loss from discontinued operations --- 143,000 Depreciation and amortization 95,000 97,000 Gain on sale of property, plant and equipment (34,000) (3,000) Provision for deferred income taxes --- (55,000) (Increase) decrease in: Accounts receivable (2,291,000) 2,374,000 Inventories 1,650,000 (1,076,000) Income tax receivable (165,000) 175,000 Increase (decrease) in: Accounts payable (60,000) 175,000 Accrued Warranty 118,000 (191,000) Accrued legal (81,000) (44,000) Accrued dealer incentives (38,000) 26,000 Other assets and liabilities 743,000 181,000 Net cash provided by (used in) operating activities (316,000) 1,921,000 CASH FLOWS FROM INVESTING ACTIVITIES: Additions to property and equipment (129,000) (136,000) Proceeds from sale of property and equipment 159,000 85,000 Net cash provided by (used in) investing activities 30,000 (51,000) CASH FLOWS FROM FINANCING ACTIVITIES: Repayments on long-term debt (9,000) (8,000) Repayments on short-term notes (105,000) (84,000) Repayments on line of credit (2,859,000) (1,079,000) Proceeds from loan receivable on exercise of stock options 3,000 3,000 Repurchase and retirement of stock --- (50,000) Net cash used in financing activities (2,970,000) (1,218,000) NET CASH FLOWS FROM DISCONTINUED OPERATIONS 130,000 (289,000) NET INCREASE (DECREASE) IN CASH (3,126,000) 363,000 BEGINNING CASH BALANCE 8,662,000 3,448,000 ENDING CASH BALANCE $5,536,000 $3,811,000 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Interest paid during the period $ 18,000 $ 28,000 See accompanying notes to condensed consolidated financial statements REXHALL INDUSTRIES, INC. Notes to the Condensed Consolidated Financial Statements March 31, 2002 and 2001 1. Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and disclosures 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 accounting principles generally accepted in the United States of America 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 the year ended December 31, 2001. The results of operations for any interim period are not necessarily indicative of the results to be expected for the full year. 2. Restated Financial Statements Subsequent to the filing of the Form 10-Q for the period ended March 31, 2002, the Company concluded that an incorrect number was recorded for its raw material inventory for its first quarter of 2002, and it would need to restate the financial information set forth therein. The Company's financial statements as of March 31, 2002 have been restated to reflect the correct raw material inventory balance, related cost of goods sold, and certain bonus and tax accruals that are affected by this inventory error. The following accounts are adjusted as a result of the restatement: QUARTER ENDED March 31,2002 Balance Sheet: As Previously Reported As Restated Inventories $ 11,651,000 $ 10,896,000 Income Tax Receivable 660,000 951,000 Accrued Compensation and Benefits 512,000 482,000 Retained Earnings 14,367,000 13,933,000 Statement of Earnings: Cost of Sales 15,329,000 16,084,000 Selling, General and Administrative Expenses and Other Expenses 1,765,000 1,741,000 Income (Loss) from Continuing Operations before Taxes 313,000 (418,000) Income Tax Expense (Benefit) 126,000 (165,000) Net Income (Loss) 181,000 (253,000) Net Income (Loss) per Basic and Diluted Share $ 0.06 ($ 0.08) $6,000 of expenses in the first quarter related to the discontinued retail operation have been reclassified from being previously reported as Loss from Discontinued Operations to being included in Selling, General and Administrative Expenses and Other. 3. 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 on going evaluation by management. 4. Earnings Per Share Basic earnings per share represents net earnings divided by the weighted-average number of common shares outstanding for the period. Basic and diluted earnings per share are the same for all periods presented as the company has no potentially dilutive securities outstanding. 5. Inventory March 31, 2002 December 31, 2001 (RESTATED) (NOTE 2) Raw Materials $ 4,635,000 $ 6,041,000 Work-in-Progress 2,111,000 1,363,000 Finished Goods 4,150,000 5,142,000 Total $10,896,000 $12,546,00 6. Discontinued Operations In December 2001, the Company decided to discontinue its retail operations, Price One RV in Mesa, Arizona. At the time of discontinuing the retail operations, the remaining motorhome inventory was sold, at a discount, to another dealership in Arizona. The fixed assets and parts inventory are expected to be disposed of in 2002. The Company's financial statements for the quarter ended March 31, 2001 have been restated to reflect the retail segment as a discontinued operation. Following is summary financial information for the Company's discontinued retail operations: Three Months Ended March 31, 2002 March 31, 2001 Net Sales $ --- $3,074,000 Loss from Discontinued Operations before Income Taxes --- (236,000) Income Tax Benefit --- (93,000) Net Loss from Discontinued Operations $ --- ($ 143,000) March 31, 2002 December 31, 2001 Cash $ 190,000 $ 90,000 Receivables, net 2,219,000 4,560,000 Inventories 8,000 34,000 Other Current Assets --- 5,000 Current Assets of Discontinued Operations $ 2,417,000 $ 4,689,000 Property and Equipment at Cost Net of Accumulated Depreciation $ 55,000 $ 158,000 Other Assets --- 2,000 Non-Current Assets of Discontinued Operations $ 55,000 $ 160,000 Accounts Payable $ 29,000 $ 54,000 Notes Payable 2,233,000 4,455,000 Current Liabilities of Discontinued Operations $2,262,000 $4,509,000 Item 2. - Management Discussion and Analysis of Financial Condition and Results of Operations. The Company has restated its previously issued financial statements. See note 2 to the financial statements for information regarding the restatement. Accordingly, certain amounts included in Management's Discussion and Analysis of Financial Condition and Results of Operations have been adjusted. All statements in this discussion and analysis which relate to future sales, costs, capital expenditures or earnings are "Forward-Looking Statements" and should be read subject to the assumptions contained in the section "Forward-Looking Statements". Results of Operations Comparison of the three months ended March 31, 2002 to the three months ended March 31, 2001 Revenues - 2002 compared with 2001 Net revenues from continuing operations for the first quarter ended March 31, 2002 were $17,407,000 as compared to $15,310,000 for the first quarter in 2001. This represents a 14% increase from the prior year. Net units sold for the quarter ended March 31, 2002 were 216 compared to 194 for the quarter ended March 31, 2001, an 11% increase. Wholesale shipments of the Company's gas motorhomes were up 20%, while diesel shipments were down 11% when compared to last year's first quarter. The increase in net revenues is primarily attributable to an industry-wide increase in Class "A" shipments of 12% when compared to last year. Gross Profit - 2002 compared with 2001 Gross profit from continuing operations decreased to $1,323,000 from $1,734,000 for the same quarter in 2001, which is an decrease of $411,000 or 24%. Gross margin was 7.6% in 2002 as compared to 11.3% in 2001. The decrease in gross margin was primarily attributable to increases in material cost and direct labor per unit and material obsolescence. This was partially offset by lower manufacturing overhead cost and improved absorption due to higher sales. Management expects the margins to hold or improve, but there are no assurances due to the uncertain direction of the RV industry fundamentals and competition within the industry. Selling, General, Administrative and Other Expenses - 2002 compared with 2001 Selling, General, Administrative and Other Expenses from continuing operations increased by approximately $444,000 from the first quarter of 2001 to the first quarter of 2002. Selling, general, administrative and other expenses increased to 10.0% as a percentage of sales when compared to 8.5% for the quarter ended March 31, 2001. The increase is primarily related to an increase in warranty expense and a decrease in rental and interest income. Income Taxes - 2002 compared to 2001 Income tax benefit from continuing operations was $165,000 for the quarter ended March 31, 2002 as compared to income tax expense of $175,000 in the first quarter of 2001. Income taxes are provided based upon the estimated effective tax 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. Financial Condition, Capital Resources and Liquidity The Company has relied primarily on internally generated funds, trade credit and debt to finance its operations and expansions. As of March 31, 2002, the Company had working capital of $14,692,000, compared to $14,757,000 at December 31, 2001. The $65,000 decrease in working capital is primarily due to a $3,126,000 decrease in cash, an $1,650,000 decrease in inventory and a $403,000 increase in other accrued liabilities partially offset by a $2,291,000 increase in accounts receivable, a $2,859,000 decrease in the chassis vendor line of credit. Capital expenditures during the first quarter of 2002 were $129,000. Management anticipates similar levels of capital expenditures for the remaining quarters of 2002 related to efficiency improvement initiatives and refurbishment of the production facilities and related production equipment. Significant increases are expected to be incurred when the Company begins construction of the new facility, which is anticipated in the fourth quarter of this year. As of March 31, 2002 the Company has a $2,500,000 line of credit with a bank that can be used for working capital purposes secured by equipment, inventory and receivables. The interest rate is the prime rate (4.75% at March 31, 2002). The line expires on September 27, 2003. Under this line of credit, $437,000 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 March 31, 2002, 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 March 31, 2002. The Company has a line of credit with a chassis vendor, Ford Motor Credit Company ("FMCC"), with a $5,000,000 limit. Borrowings under the line bear interest at an annual rate of prime plus 1% (5.75% at March 31, 2002). All borrowings are secured by the Ford merchandise. The outstanding balance at March 31, 2002 was $194,000. The Company anticipates that it will be able to satisfy its ongoing cash requirements through 2002, including payments related to the expansion plans at the California facility, primarily with cash flows from operations, supplemented, if necessary, by borrowings under its revolving credit agreement. New Accounting Pronouncements In July 2001, the Financial Accounting Standards Board ("FSAB") issued Statement of Financial Accounting Standards No. 141 (SFAS No. 141), Business Combinations, and Statement of Financial Accounting Standards No. 142 (SFAS No. 142), Goodwill and Other Intangible Assets. In October 2001, the FASB issued Statement of Financial Accounting Standards No. 144 (SFAS No. 144), Accounting for the Impairment or Disposal of Long-Lived Assets. These standards were effective for fiscal years starting after December 15, 2001. The Company adopted SFAS No. 141, 142 and 144 on January 1, 2002, however, there was no effect on the Company's Financial position or operating performance. Forward-Looking Statements Our statements of our intentions or expectations are "forward-looking statements" based on assumptions and on facts known to us today. Those assumptions will become less valid over time, but we do not intend to update this report. Rexhall's business is seasonal and cyclical. Recent reports of decreased consumer confidence may reduce future sales. Most of Rexhall's competitors are substantially larger, and many of its suppliers and dealers have greater economic power, so that the volume and prices of both supplies and sales may be adversely affected by competitive action. The effect of restating the Company's financial position and results of operations may be adverse for shareholders, including possible delisting of the shares, which will seriously limit the marketability of shares and may negatively affect the Company's business. 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. PART II - OTHER INFORMATION Repurchase Agreements - Motorhomes purchased by dealers, under financing agreements with third party lenders are subject to repurchase by the Company under the terms of the financing, at dealer cost and might include unpaid interest and other costs in the event of default by the dealer. During the three months ended March 31, 2002 and 2001, the Company repurchased approximately $1,266,000 and $641,000 respectively, (wholesale value) of motorhomes under these agreements. At March 31, 2002 and 2001, approximately $26,400,000 and $25,800,000, respectively, of dealer inventory was covered by repurchase agreements. Dealers do not have the contractual right to return motorhomes under any Rexhall Dealer Agreement. The repurchase agreements require the dealers to default or file for bankruptcy. There are also a number of state statutes that require the repurchasing of motorhomes whenever a dealership is terminated. 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 should not have a material effect on its financial statements or results of operations. The Company is restating its first quarter 10-Q to adjust inventory levels, and the second quarter 10-Q was not filed timely. (See Note 2 of the Notes to Condensed Consolidated Financial Statements.) The previously announced independent review of the Company's accounting records has been completed with no other errors found in the Company's financial statements for the first and second quarters of 2002. However, NASDAQ held a hearing with the Company's Management on September 20, 2002 to consider whether the Company can continue to list its shares with that exchange in view of its restatement and late filing. The Company cannot predict the outcome of this hearing, but it expects to be notified of the decision within seven to ten days. The Company estimates the accounting and legal fees and costs related to the review of the Company's financial statements to be approximately $600,000 or more, which will be recorded in the third quarter. REXHALL INDUSTRIES, INC. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Rexhall Industries, Incorporated (Registrant) By /S/ William J. Rex By /S/ J. Michael Bourne (Signature and Title)* (Signature and Title)* William J. Rex, J. Michael Bourne, President, CEO & Chairman Executive Vice President, COO & CFO Date: September 26, 2002 Date: September 26, 2002 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: September 26, 2002 By /S/ J. Michael Bourne (Signature and Title)* J. Michael Bourne Executive Vice President, COO & CFO Director Date: September 26, 2002 By /S/ Robert A. Lopez (Signature and Title)* Robert A. Lopez Director Date: September 26, 2002 By /S/ Frank A. Visco (Signature and Title)* Frank A. Visco Director Date: September 26, 2002 By /S/ Dr. Dennis K. Ostrom (Signature and Title)* Dr. Dennis K. Ostrom Director Date: September 26, 2002 PART III - EXHIBITS CERTIFICATIONS I, William J. Rex, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Rexhall Industries, Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; Date: September 26, 2002 William J. Rex President, Chairman and Chief Executive Officer I, J. Michael Bourne, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Rexhall Industries, Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; Date: September 26, 2002 J. Michael Bourne Executive Vice President, Chief Operating Officer, and Acting Chief Financial Officer