1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 - Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the quarter ended: Commission file number: July 31, 1998 0-8624 ------------------ -------- ALFA LEISURE, INC ------------------- (Exact name of registrant as specified in its charter) TEXAS 75-1309458 ------- ------------ (State or other jurisdiction (IRS Employer of incorporation or organization) identification number) 13501 "5th" Street, Chino, California 91710 --------------------------------------------- (Address of principal executive office) (909) 628-5574 --------------- (Registrant's telephone number, including area code) Indicate by check mark whether the Registrant (1) has filed all reports required 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 --- --- Indicate by check mark whether the Registrant has filed all documents and reports required to be filed by Section 12, 13 or 15 (d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. YES X NO --- --- The number of shares outstanding of each of the Registrant's classes of common stock, as of July 31, 1998 was: Common Stock, without par value - 3,048,137 shares 2 ALFA LEISURE, INC. ----------------------------- Index ------- PART I. FINANCIAL INFORMATION Page - ------- --------------------- ---- Item 1. Financial Statements Condensed Consolidated Balance Sheets as of July 31, 1998 and April 30, 1998 3 Condensed Consolidated Statements of Income for the Three Months Ended July 31, 1998 and 1997 4 Condensed Consolidated Statements of Cash Flows for the Three Months Ended July 31, 1998 and 1997 5 Notes to Condensed consolidated Financial Statements 6 Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations 7 PART II. OTHER INFORMATION 9 - ------- ----------------- Signature Page 10 - 2 - 3 ALFA LEISURE, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) ASSETS ------ July 31, April 30, (Unaudited) ---1998---- ---1998--- Current Assets: Cash and cash equivalents $ 0 $ 410,671 Restricted cash 150,247 150,247 Accounts receivable 692,414 1,614,276 Inventories(Note 2) 1,442,290 1,415,794 Prepaid expenses and other current assets 29,535 139,623 Deferred tax asset 7,438 7,438 ----------- ----------- Total Current Assets 2,321,924 3,738,049 Property, plant and equipment, net 1,520,355 1,300,407 Other assets and deposits 55,064 50,064 Deferred tax asset 470,403 470,403 ----------- ----------- Total Assets $ 4,367,746 $ 5,558,923 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY ------------------------------------ Current liabilities: Bank overdraft $ 17,201 $ 0 Accounts payable 1,162,837 1,271,896 Accrued expenses 119,172 596,805 Accrued compensation 257,455 586,028 ----------- ----------- Total Current Liabilities 1,556,665 2,454,729 Deferred income 8,200 8,200 ----------- ----------- Total Liabilities 1,564,865 2,462,929 ----------- ----------- Stockholders' equity: Common stock, no par value; authorized 30,000,000 shares, issued and outstanding 3,048,137 shares 62,000 62,000 Note receivable from President (559,236) (363,236) Retained earnings 3,300,117 3,397,230 ----------- ----------- Total Stockholders' Equity 2,802,881 3,095,994 ----------- ----------- Total Liabilities and Stockholder's Equity $ 4,367,746 $ 5,558,923 =========== =========== See accompanying notes to the condensed consolidated financial statements. - 3 - 4 ALFA LEISURE INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) Three Months Ended July 31, ----1998--- ---1997--- Sales $ 8,024,182 $ 6,737,816 Cost of Sales 7,475,548 6,023,428 ----------- ----------- Gross Profit 548,634 714,388 Operating Expenses: Selling, General/Admin 710,258 600,185 Interest expense 501 26,793 ----------- ----------- 710,759 626,978 Income (loss) before income taxes (162,125) 87,410 Provision for income taxes (65,012) 35,085 ----------- ----------- Net Income (loss) $ (97,113) $ 52,325 =========== =========== Net Income (loss) per share - basic and diluted $ (.03) $ .02 =========== =========== Weighted average shares outstanding - basic and diluted 3,048,137 3,048,137 See accompanying notes to the condensed consolidated financial statements. - 4 - 5 ALFA LEISURE, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Three Months Ended July 31, 1998 1997 --------- --------- Cash flows from operating activities: Net income (loss) $ (97,113) $ 52,325 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 58,675 37,782 Changes in operating assets and Liabilities: Accounts receivable 921,862 607,664 Inventories (26,496) (289,547) Prepaid expense 110,088 (766) Accounts payable (109,059) (456,292) Accrued compensation (328,573) (116,671) Accrued expenses (477,633) 73,406 --------- --------- Net cash provided by (used in) operating activities 51,751 (92,099) --------- --------- Cash flows from investing activities: Changes in other assets (5,000) 0 Changes in restricted cash 0 (170,332) Acquisition of PP&E (278,623) (76,375) --------- --------- Net cash used in investing activities (283,623) (246,707) --------- --------- Cash flows from financing activities: Increase in bank overdraft 17,201 0 Net advances to president (196,000) 11,488 Principal payments on credit line 0 0 --------- --------- Net cash provided by (used in) financing activities (178,799) 11,488 --------- --------- Net decrease in cash (410,671) (327,318) Cash at beginning of period 410,671 393,182 --------- --------- Cash at end of period $ 0 $ 65,864 ========= ========= Supplemental cash flow disclosures: Interest paid $ 501 $ 26,793 Income taxes paid 78,000 0 See accompanying notes to the condensed consolidated financial statements. - 5 - 6 ALFA LEISURE, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS July 31, 1998 1. Basis Of Presentation The accompanying Condensed Consolidated Balance Sheets of ALFA LEISURE, INC. ("Registrant") at July 31, 1998 and April 30, 1998, Condensed Consolidated Statements of Income and Cash Flows for the three month periods ended July 31, 1998 and July 31, 1997 are unaudited, but include all adjustments, consisting only of normal recurring adjustments, which management considers necessary for a fair presentation of Registrant's financial condition and results of operations in accordance with generally accepted accounting principles. The information for the three month period ended July 31, 1998 is not necessarily indicative of the operating results for the entire year. Financial statements for the year ended April 30, 1998 are available for a full discussion of Registrant's organization and background and for a summary of its significant accounting policies. Registrant's fiscal year ends on the last Sunday in April and its fiscal quarters are measured in increments of thirteen (13) week periods beginning on the day following the last Sunday in April. While the financial statements reflect operations of Registrant as of, and/or for the periods ending on the last Sunday in April, and the thirteen (13) week periods measured therefrom, they have been presented as if Registrant's fiscal year ends on April 30 in order to simplify the presentation. 2. Inventories Inventories are summarized as follows: July 31, 1998 April 30, 1998 ------------- -------------- Raw materials $ 867,836 $ 869,762 Work in process 487,882 514,728 Finished products 86,572 31,304 ---------- ---------- $1,442,290 $1,415,794 ========== ========== - 6 - 7 ALFA LEISURE INC. July 31,1998 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION - ------- AND RESULTS OF OPERATIONS Results of Operation -------------------- Sales increased 19.1% for the three months ended July 31, 1998 compared to the same period of the previous year. This increase is attributable to an increase in units shipped, as well as an increase in 1999 model prices compared to 1998 model prices. Cost of sales, expressed as a percentage of sales, was 93.2% in the three months ended July 31, 1998 and 89.4% in the same period of the prior year. The 3.8% increase in fiscal year 1999 over fiscal year 1998 is broken down between ongoing operations of .2% and a one time plant improvement investment of 3.6% of sales. In July 1998 a three week plant shutdown was scheduled. During this shutdown a plant improvement plan was implemented. This included facility maintenance and the re-tooling of the main production line to improve production efficiency, improve worker safety and increase production capacity. The cost of this work totaled approximately $480,000. Approximately $195,000 in machinery and equipment was capitalized and $285,000 in facility re-layout and clean up was expensed. These changes should result in improved efficiencies and increased production capacity in future periods. Selling, General and Administrative expenses, expressed as a percentage of sales, was 8.9% in the three months ended July 31, 1998 and 1997. Liquidity and Capital Resources ------------------------------- Cash decreased $410,671 during the three months ended July 31, 1998. This was due primarily to the three week plant shutdown and improvement project. The Company runs a zero balance checking account. Funds are borrowed or invested daily for cash flow purposes. This will result in a daily bank overdraft as seen in the balance sheet. Capital expenditures during fiscal 1999 are expected to be primarily for routine periodic replacement of existing plant and equipment. The Company believes that it has sufficient available capacity to meet the demand for its products in the foreseeable future. The Company meets its needs for working capital and capital expenditures with internally generated funds and from the lines of credit. The Company has been able to take discounts on trade payables as a result of the Company's lines of credit and favorable credit terms with its vendors. The Company is confident of overall profitability in fiscal 1999 as a result of dealer and consumer acceptance of the improved 1999 product lines, resulting in strong sales activity. The Company currently has no significant commitments for cash expenditures other than normal operations and debt service during 1999. - 7 - 8 Year 2000 Plan -------------- The Company is working to resolve the potential impact of the year 2000 on its business processes and the ability of the Company's computerized information systems to accurately process information that may be date sensitive. The Company began its risk assessment in fiscal 1998. The Company plans to convert to a new operating and applications computer system prior to year 2000. Any new system chosen will be year 2000 compliant. In the event that a new system is not procured or implemented prior to year 2000, the Company will make the required changes to its existing system to make it compliant. The Company believes the cost of addressing this issue will not have a material adverse impact on the Company's financial position. The Company plans to devote all resources required to resolve any significant year 2000 issues in a timely manner. - 8 - 9 PART II ------- OTHER INFORMATION ----------------- ITEM 1. LEGAL PROCEEDINGS ----------------- Not Applicable. ITEM 2. CHANGES IN SECURITIES --------------------- Not Applicable. ITEM 3. DEFAULTS UPON SENIOR SECURITIES ------------------------------- Not Applicable ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS --------------------------------------------------- Not Applicable. ITEM 5. OTHER INFORMATION ----------------- Not Applicable. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K -------------------------------- (a) Exhibits -------- 27 Financial Data Schedule (b) Reports on Form 8-K ------------------- No reports on Form 8-K were filed during the quarter ended July 31, 1998. - 9 - 10 SIGNATURE --------- 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. ALFA LEISURE, INC. a Texas Corporation Dated: August 26, 1998 BY JOHNNIE R. CREAN ---------------- Johnnie R. Crean President -10- 11 EXHIBIT INDEX ------------- Exhibit Number Description - ------ ----------- 27 Financial Data Schedule