1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
__________
FORM 11-K
__________
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
(Mark One)
[X] Annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934
For the fiscal year ended December 31, 2002
OR
[ ] Transition report pursuant to Section 15(d) of the Securities Exchange
Act of 1934
For the transition period from _____ to _____
Commission file number 001-07160
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
COACHMEN INDUSTRIES, INC.
RETIREMENT PLAN AND TRUST
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
Coachmen Industries, Inc.
2831 Dexter Drive
Elkhart, Indiana 46514
2
REQUIRED INFORMATION
A. FINANCIAL STATEMENTS AND SCHEDULE: PAGE
Report of Independent Auditors 3
Financial Statements:
Statements of Net Assets Available for
Benefits as of December 31, 2002 and 2001 4
Statement of Changes in Net Assets Available
for Benefits for year ended December 31, 2002 5
Notes to Financial Statements 6-12
Supplemental Schedule:
Schedule H, Line 4i - Schedule of Assets 14
(Held at End of Year)
B. EXHIBITS
23 Consent of Independent Auditors (filed herewith) 17
99 Certification Pursuant to 18 U.S.C Section 1350 18
3
REPORT OF INDEPENDENT AUDITORS
Plan Administrator
Coachmen Industries, Inc. Retirement Plan and Trust
Elkhart, Indiana
We have audited the accompanying statements of net assets available for benefits
of the Coachmen Industries, Inc. Retirement Plan and Trust (the "Plan") as of
December 31, 2002 and 2001, and the related statement of changes in net assets
available for benefits for the year ended December 31, 2002. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 2002 and 2001, and the changes in net assets available for benefits
for the year ended December 31, 2002 in conformity with accounting principles
generally accepted in the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental Schedule H, Line 4i -
Schedule of Assets (Held at End of Year) as of December 31, 2002 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. The supplemental schedule has been
subjected to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
/S/ Crowe Chizek and Company LLC
Crowe Chizek and Company LLC
Elkhart, Indiana
May 16, 2003
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1.
4
COACHMEN INDUSTRIES, INC. RETIREMENT PLAN AND TRUST
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 2002 and 2001
- --------------------------------------------------------------------------------
2002 2001
---- ----
ASSETS
Investments (Note 3) $ 15,749,452 $ 14,315,108
Receivables
Employer contributions receivable - 10,115
Participant contributions receivable - 31,411
Accrued income 5,339 4,621
------------ ------------
5,339 46,147
Cash 508 1,499
------------ ------------
15,755,299 14,362,754
LIABILITIES
Other liabilities, net - 4,967
------------- ------------
NET ASSETS AVAILABLE FOR BENEFITS $ 15,755,299 $ 14,357,787
============= ============
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See accompanying notes to financial statements.
2.
5
COACHMEN INDUSTRIES, INC. RETIREMENT PLAN AND TRUST
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year ended December 31, 2002
- --------------------------------------------------------------------------------
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Interest and dividends $ 137,315
Contributions
Employer 1,242,892
Participant 3,885,016
Rollovers 60,880
------------
5,188,788
------------
Total additions 5,326,103
------------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Benefits paid to participants 1,952,097
Net depreciation in fair value of investments 1,974,629
Administrative expenses 1,865
------------
Total deductions 3,928,591
------------
NET INCREASE 1,397,512
NET ASSETS AVAILABLE FOR BENEFITS
Beginning of year 14,357,787
------------
End of year $ 15,755,299
============
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See accompanying notes to financial statements.
3.
6
COACHMEN INDUSTRIES, INC. RETIREMENT PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
December 31, 2002 and 2001
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NOTE 1 - PLAN DESCRIPTION
The following description of the Coachmen Industries, Inc. Retirement Plan and
Trust (the "Plan") provides only general information. Participants should refer
to the Plan agreement for a more complete description of the Plan's provisions.
GENERAL: The Plan is a defined contribution plan covering all full-time
employees of Coachmen Industries, Inc. and its subsidiaries (individually and
collectively referred to as the "Company" or "Employer") who have one year of
service and are 18 years of age, except those employees covered under a
collective bargaining agreement. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974 ("ERISA").
Effective January 1, 2001, Coachmen Industries, Inc. common stock was added as
an investment option for Plan participants.
Effective January 1, 2001 and April 1, 2001, the assets of two (2) plans
sponsored by two of the Company's wholly owned subsidiaries, which were acquired
during 2000, were merged with and into the Plan. On the effective dates of the
plan mergers, the participants of the two merged plans became 100% vested in
their participant account balances. The Plan does not allow for participant
loans, however, participant loans of the merged plans, outstanding as of the
effective dates of the mergers, were allowed as investments of the Plan until
paid in full. Participants pay interest on these loans at a fixed rate based on
the prime rate at the time of loan origination, which is credited to the
participant's account. The loans are collateralized by the participant's vested
account balance.
Effective November 1, 2002, employees of a Company's wholly owned subsidiary,
which was acquired in 2001, were allowed to contribute to the Plan. These
employees were previously enrolled in a plan by the acquired company, the assets
of which were not merged into the Coachmen Industries, Inc. Retirement Plan and
Trust as of December 31, 2002.
CONTRIBUTIONS: The Company can make matching and discretionary profit sharing
contributions to the Plan as determined by management of the Company.
Contributions may be made in either cash or Coachmen Industries, Inc. common
stock. Twenty-five percent (25%) of the Employer match is restricted to Employer
stock and cannot be sold until age 55; at that time 20% per year can be sold.
Participants may contribute up to 20% of their annual compensation to the Plan.
Participant contributions and any matching contribution by the Employer are
invested in various funds available to the Plan as directed by the participants.
Profit sharing contributions are allocated to participants based on
compensation.
PARTICIPANT ACCOUNTS: Each participant's account is credited with the
participant's contributions and an allocation of (a) the Company's contribution
and (b) Plan earnings. Allocations of the Company's contributions are based on
annual compensation. Allocations of Plan earnings are based on account balances,
as defined. The benefit to which a participant is entitled is the benefit that
can be provided from the participant's account.
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(Continued)
4.
7
COACHMEN INDUSTRIES, INC. RETIREMENT PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
December 31, 2002 and 2001
- --------------------------------------------------------------------------------
NOTE 1 - PLAN DESCRIPTION (Continued)
VESTING: Participants are immediately vested in their voluntary contributions
plus actual earnings therein. Vesting in the remainder of their accounts is
based on years of credited service. A participant is 20% vested after the first
year with an additional 20% vesting each year thereafter until fully vested.
Participants become 100% vested in the event of death, disability or retirement
at the normal retirement date.
PAYMENT OF BENEFITS: On termination of service, a participant may elect to
receive a lump-sum amount equal to the value of his or her account. Included in
net assets available for benefits are amounts allocated to individuals who have
elected to withdraw from the plan but have not been paid. Amounts allocated to
these individuals aggregated $4,175 and $18,741 at December 31, 2002 and 2001,
respectively.
FORFEITURES: Upon termination, participant nonvested amounts are forfeited to
the Plan and are used to reduce Employer matching contributions. Forfeited
nonvested accounts, which will be used to reduce future Employer matching
contributions, were $134,282 and $84,955 at December 31, 2002 and 2001,
respectively. During the year ended December 31, 2002, $31,933 of forfeitures
were used to reduce Employer matching contributions.
NOTE 2 - ACCOUNTING POLICIES
The following is a summary of the significant accounting policies followed in
the preparation of the Plan's financial statements:
BASIS OF ACCOUNTING: The financial statements are prepared using the accrual
method of accounting.
VALUATION OF INVESTMENTS: Investments in common collective trust funds and
mutual funds are stated at the aggregate current value as reported by the funds.
Investment in Coachmen Industries, Inc. common stock is stated at current value
based upon quoted sales prices on the last business day of the Plan's year.
Participant loans are valued at cost which approximates fair value. Purchases
and sales of securities are recorded on a trade-date basis. The cost of
investments sold is determined using the average cost method.
The Plan presents in its statement of changes in net assets available for
benefits the net appreciation (depreciation) in the fair value of its
investments which consists of realized gains or losses and unrealized
appreciation (depreciation) on those investments.
CONTRIBUTIONS: Contributions from employees, including any related Employer
matching contributions, are recorded in the period the Employer withholds
payroll deductions from Plan participants.
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(Continued)
5.
8
COACHMEN INDUSTRIES, INC. RETIREMENT PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
December 31, 2002 and 2001
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NOTE 2 - ACCOUNTING POLICIES (Continued)
PAYMENT OF BENEFITS: Benefits are recorded when paid.
USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS: The preparation of
financial statements in conformity with accounting principles generally accepted
in the United States of America requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of additions to and deductions from net
assets available for benefits during the reporting period. Actual results could
differ from those estimates.
RISKS AND UNCERTAINTIES: The Plan provides for various investment options in any
combination of Coachmen Industries, Inc. common stock, common collective trust
funds and mutual funds. The underlying investment securities are exposed to
various risks, such as interest rate, market and credit. Due to the level of
risk associated with certain investment securities and the level of uncertainty
related to changes in the value of investment securities, it is at least
reasonably possible that changes in risks in the near term could materially
affect participants' account balances and the amounts reported in the statements
of net assets available for benefits and the statement of changes in net assets
available for benefits.
NOTE 3 - INVESTMENTS
The following investments, at fair value, were 5% or more of the Plan's net
assets at December 31, 2002 and 2001:
2002 2001
---- ----
ABN AMRO Income Plus Fund $ 3,749,301 $ -
ABN AMRO Chicago Capital Growth Fund 2,904,865 -
Janus Balanced Fund 2,047,443 1,677,427
Pimco Total Return Fund 1,661,332 1,212,090
ABN AMRO Veredus Aggressive Growth Fund 1,477,531 -
ABN AMRO S&P 500 Index Fund 1,222,030 -
Coachmen Industries, Inc. common stock 899,794 453,792
Dodge & Cox Stock Fund 837,624 -
Putnam International Growth Fund 832,934 -
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(Continued)
6.
9
COACHMEN INDUSTRIES, INC. RETIREMENT PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
December 31, 2002 and 2001
- --------------------------------------------------------------------------------
NOTE 3 - INVESTMENTS (Continued)
2002 2001
---- ----
Prism MaGIC Fund $ - $3,390,384
Janus Twenty Fund, Inc. - 1,663,339
Victory Stock Index Fund - 1,475,237
Victory Value Fund - 961,767
Janus Worldwide Fund - 896,536
MAS Mid Cap Growth Portfolio - 845,219
Victory Growth Fund - 812,832
During the year ended December 31, 2002, the Plan's investments (including
investments bought, sold, and held during the year) appreciated (depreciated) in
value as follows:
Mutual funds $ (2,374,166)
Common trust funds 248,232
Coachmen Industries, Inc. common stock 151,305
------------
$ (1,974,629)
Information about the net assets and the significant components of the changes
in net assets relating to the nonparticipant-directed investments is as follows:
2002 2001
---- ----
Net assets
Coachment Industries, Inc. common stock $ 694,600 $ 350,042
Common Trust Fund 14,411 4,702
Money Market Fund 29,339 -
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$ 738,350 $ 354,744
========= =========
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(Continued)
7.
10
COACHMEN INDUSTRIES, INC. RETIREMENT PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
December 31, 2002 and 2001
- --------------------------------------------------------------------------------
NOTE 3 - INVESTMENTS (Continued)
Year Ended
December 31,
2002
Change in net assets
Contributions $ 320,975
Dividends 5,722
Net appreciation in fair value of investments 116,302
Benefit payments (59,393)
---------
$ 383,606
NOTE 4 - PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the right
under the Plan to terminate the Plan subject to the provisions of ERISA. In the
event of Plan termination, participants will become fully vested in their
accounts.
NOTE 5 - TAX STATUS AND REPORTING
The Plan, which the Company has adopted, is a prototype non-standardized profit
sharing plan offered by the trustee, and the Internal Revenue Service has
determined and informed the trustee by a letter dated November 27, 2001, that
the prototype plan is designed in accordance with applicable sections of the
Internal Revenue Code ("IRC").
The following is a reconciliation of net assets available for benefits per the
accompanying financial statements at December 31, 2002 and 2001 to Form 5500:
2002 2001
---- ----
Net assets available for benefits per the $ 15,755,299 $ 14,357,787
financial statements
Amounts allocated to withdrawing
participants (4,175) (18,741)
------------ ------------
Net assets available for benefits per the
Form 5500 $ 15,751,124 $ 14,339,046
============ ============
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(Continued)
8.
11
COACHMEN INDUSTRIES, INC. RETIREMENT PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
December 31, 2002 and 2001
- --------------------------------------------------------------------------------
NOTE 5 - TAX STATUS AND REPORTING (Continued)
The following is a reconciliation of benefits paid to participants per the
accompanying financial statements for the year ended December 31, 2002 to Form
5500:
Benefits paid to participants per the
financial statements $ 1,952,097
Add:
Amounts allocated to withdrawing
participants at December 31, 2002 4,175
Less:
Amounts allocated to withdrawing
participants at December 31, 2001 (18,741)
-----------
Benefits paid to participants per Form 5500 $ 1,937,531
===========
NOTE 6 - PARTIES-IN-INTEREST TRANSACTIONS
Parties-in-interest are defined under Department of Labor regulations as any
fiduciary of the Plan, any party rendering service to the Plan, the Employer and
certain others. The Company provides certain accounting, recordkeeping and
administrative services to the Plan for which it receives no compensation. Fees
paid by the Plan to ABN AMRO Trust Services Company, trustee of the Plan, were
$1,865 for the year ended December 31, 2002.
During the year ended December 31, 2002, the Plan received 14,571 shares of
Coachmen Industries, Inc. common stock, at an aggregate cost of $231,049, from
the Plan Sponsor as Employer contributions in accordance with Plan provisions.
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(Continued)
9.
12
COACHMEN INDUSTRIES, INC. RETIREMENT PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
December 31, 2002 and 2001
- --------------------------------------------------------------------------------
NOTE 6 - PARTIES-IN-INTEREST TRANSACTIONS (Continued)
The Plan held the following party-in-interest investments:
2002 2001
---- ----
Coachmen Industries, Inc. Common Stock $ 899,794 $ 453,792
ABN AMRO Income Plus Fund 3,749,301 -
ABN AMRO Chicago Capital Growth Fund 2,904,865 -
ABN AMRO S&P 500 Index Fund 1,222,030 -
ABN AMRO Veredus Aggressive Growth Fund 1,477,531 -
ABN AMRO Chicago Capital Money Market Fund 38,014 -
Participant Loans 19,016 30,495
Victory Funds Victory Growth Fund - 812,832
Victory Funds Victory Stock Index Fund - 1,475,237
Victory Funds Victory Value Funds - 961,767
KeyTrust Company
of Indiana, N.A. - Trustee Prism MaGIC Fund - 3,390,384
- ------------------------------------------------------------------------------------------------
10.
13
SUPPLEMENTAL SCHEDULE
14
COACHMEN INDUSTRIES, INC. RETIREMENT PLAN AND TRUST
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2002
Name of Plan Sponsor: COACHMEN INDUSTRIES, INC.
Employer Identification Number: 35-1101097
Three-Digit Plan Number: 001
(c)
Description of Investment
Including Maturity Date,
(a) (b) Rate of Interest, (e)
Identity of Issue, Borrower, Collateral, Par or (d) Fair
Lessor, or Similar Party Maturity Value Cost Value
------------------------ -------------- ---- -----
MUTUAL FUNDS
Dodge & Cox Funds Dodge & Cox Stock Fund (9,513.046 units) # $ 837,624
* ABN AMRO Chicago Capital Growth Fund (160,756.219 units) # 2,904,865
Royce Royce Total Return Fund (7,116.897 units) # 59,568
Janus Janus Balanced Fund (114,510.234 units) # 2,047,443
* ABN AMRO Veredus Aggressive Growth Fund (137,189.521 units) # 1,477,531
Putnam Putnam International Growth Fund (50,757.723 units) # 832,934
Pimco Funds Pimco Total Return Fund (155,701.190 units) # 1,661,332
-------------
Total mutual funds 9,821,297
COMMON TRUST FUNDS
* ABN AMRO ABN AMRO Income Plus Fund (710,868.783 units) # 3,734,890
* ABN AMRO Non-participant directed ABN AMRO Income Plus Fund
(2,742.873 units) $ 14,245 14,411
* ABN AMRO ABN AMRO S&P 500 Index Fund (349,550.926 units) # 1,222,030
-------------
4,971,331
COMMON STOCK
* Coachmen Industries, Inc. Coachmen Industries, Inc. (12,987 shares) # 205,194
* Coachmen Industries, Inc. Non-participant directed Coachmen Industries,
Inc. (43,962 shares) 662,531 694,600
-------------
899,794
* ABN AMRO Chicago Capital Money Market Fund (8,662 units) # 8,675
* ABM AMRO Non-participant directed Chicago Capital Money Market Fund
(29,339 shares) 29,339 29,339
-------------
38,014
PARTICIPANT LOANS $19,016 principal amount, interest rates ranging
from 6.94% to 10.50% with various maturity dates
through June 2028 (13 loans) # 19,016
-------------
Total investments $ 15,749,452
=============
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* - Party-in-interest
# Form 5500 does not require cost information for participant-directed investments
11.
15
THE PLAN. Pursuant to the requirements of the Securities Exchange Act
of 1934, the trustees (or other persons who administer the retirement plan)
have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
COACHMEN INDUSTRIES, INC.
RETIREMENT PLAN AND TRUST
June 30, 2003 By:/s/ THOMAS J. MARTINI
Thomas J. Martini, Member of Retirement
Benefits Committee, Administrator of the Plan
16
EXHIBIT INDEX
EXHIBIT SEQUESTIALLY
NUMBER DESCRIPTION NUMBERED PAGE
- ------ ----------- -------------
23 Consent of Independent Auditors (filed herewith) 17
99 Certification Pursuant to 18 U.S.C. Section 1350 18