SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Third Quarter Ended January 31, 1995 Commission File Number 1-9471 CRUISE AMERICA, INC. State of Florida I.R.S. No. 59-1403609 11 West Hampton Avenue Mesa, Arizona 85210-5258 Telephone Number: (602) 464-7300 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 twelve (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 ninety (90) days. YES /X/ NO Common Stock, $.01 Par Value As of January 31, 1995, 5,694,159 of registrants common stock were outstanding of which 4,110,547 were held by non-affiliates of the registrant. TABLE OF CONTENTS CRUISE AMERICA, INC., AND SUBSIDIARIES PART 1 FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS Condensed Consolidated Balance Sheets..... Condensed Consolidated Statements of Operations............................... Condensed Consolidated Statements of Cash Flows............................... Notes to Condensed Consolidated Financial Statements............................... ITEM 2. Management's Discussion and Analysis of Consolidated Financial Condition and Results of Operations..................... PART I. FINANCIAL INFORMATION ITEM 1 FINANCIAL STATEMENTS CRUISE AMERICA, INC., AND SUBSIDIARIES Condensed Consolidated Balance Sheets (In thousands) ASSETS (Unaudited) 1/31/95 4/30/94 --------- ------- Current Assets: Cash and Cash Equivalents..... $ 2,198 4,261 Accounts Receivable, Net...... 3,716 2,864 Inventories................... 18,292 21,600 Prepaid Expenses and Other Current Assets............... 1,038 1,051 ------ ------ Total Current Assets.......... 25,244 29,776 ------ ------ Rental Vehicles.................... 62,047 55,303 Less Accumulated Depreciation. 12,292 8,829 ------ ------ Net Rental Vehicles........... 49,755 46,474 Property and Equipment............. 16,752 16,867 Less Accumulated Depreciation. 6,137 5,736 ------ ------ Net Property and Equipment.... 10,615 11,131 Deposits and Other Assets.......... 1,946 2,381 ------ ------ $ 87,560 89,762 ====== ====== See accompanying notes to condensed consolidated financial statements. CRUISE AMERICA, INC. AND SUBSIDIARIES Condensed Consolidated Balance Sheets LIABILITIES AND STOCKHOLDER'S EQUITY (In thousands) (Unaudited) 1/31/95 4/30/94 ---------- -------- Current Liabilities: Floor Plan Contracts.....................$ 5,650 5,331 Current Installments of Rental Vehicle Financing............................... 6,483 8,705 Current Installments of Long-Term Debt... 1,670 1,727 Accounts Payable and Accrued Expenses.... 3,256 2,191 Customer Deposits........................ 645 4,368 Income Taxes Payable..................... 25 25 -------- -------- Total Current Liabilities........... 17,729 22,347 -------- -------- Rental Vehicle Financing, Excluding Current Installments..................... 17,212 16,651 Long-Term Debt,Excluding Current Installments............................. 26,800 28,432 Deferred Income Taxes.................... 1,024 268 Stockholders' Equity: Preferred Stock $1.00 par value; 1,000,000 shares authorized, none issued or outstanding.............. -- -- Common Stock $.01 par value; 15,000,000 shares authorized, 5,694,000 issued and outstanding at April 30, 1994 and January 31,1995....................... 57 57 Additional Paid-in Capital............... 24,815 24,815 Retained Earnings........................ 755 (2,093) Cumulative Translation Adjustment........ (832) (715) -------- -------- Total Stockholder's Equity............... 24,795 22,064 Commitments and Other Matters............ -- -- -------- -------- $ 87,560 89,762 ======== ======== See accompanying notes to condensed consolidated financial statements. CRUISE AMERICA, INC. AND SUBSIDIARIES Condensed Consolidated Statements of Operations (Unaudited) (In thousands except per share data) Three Month Ended Nine Month Ended 1/31/95 1/31/94 1/31/95 1/31/94 ----------------- ---------------- Rental Revenue.......... $ 2,670 1,904 32,806 37,922 Sales................... 7,655 13,497 38,302 42,244 ------ ------ ------ ------ Total Revenue........... 10,325 15,401 71,108 80,166 ------ ------ ------ ------ Cost of Rentals......... 2,001 5,749 13,337 21,729 Costs of Sales.......... 6,467 12,159 34,047 38,370 ------ ------ ------ ------ Total costs........ 8,468 17,908 47,384 60,099 ------ ------ ------ ------ Gross Profit From Operations............. 1,857 (2,507) 23,724 20,067 Interest Expense........ 1,611 1,070 4,386 3,898 Selling, General & Administrative Expenses............... 4,658 4,456 15,734 15,356 ------ ------ ------ ------ Earnings (Loss) before Income Taxes........... (4,412) (8,033) 3,604 813 Income Tax Expense (Benefit)............... (831) (1,607) 756 162 ------ ------ ------ ------ Net Earnings (Loss)..... $ (3,581) (6,426) 2,848 651 ------ ------ ------ ------ Earnings (Loss) Per Share................... $ (.63) (1.13) .50 .12 ------ ------ ------ ------ Average Common Shares Outstanding............ 5,694 5,694 5,694 5,609 ------ ------ ------ ------ See accompanying notes to condensed consolidated financial statements. CRUISE AMERICA, INC., AND SUBSIDIARIES Condensed Consolidated Statements of Cash Flow (Unaudited) (In thousands) Nine Months Ended ----------------- 1/31/95 1/31/94 ------- ------- Cash Flows from Operating Activities: Net Earnings.........................$ 2,848 651 Depreciation and Amortization......... 9,141 9,448 Increase in Deferred Income Taxes.... 756 162 Gain on Sale of Rental Vehicles...... (751) (1,134) (Increase) in Accounts Receivable.... (852) 1,019 Decrease in Inventories.............. 3,308 2,981 (Decrease) Increase in Accounts Payable & Accrued Expenses.......... 1,065 49 Gain on Sale of Property and Equipment........................... (106) (1) Increase (Decrease) in Floor Plan Contracts...................... 319 (2,827) Decrease in Customer Deposits (3,723) (6,171) One-time Revaluation Charge.......... -- 3,452 Other, Net........................... 149 914 ------ ------ 12,154 8,543 ------ ------ Cash Flows from Financing Activities: Proceeds from Rental Vehicle Borrowing........................... 30,435 31,444 Repayment of Rental Vehicle Borrowing........................... (32,096) (40,622) Proceeds from Long Term Borrowing.... -- 1,500 Repayment of Long Term Borrowing..... (1,689) (2,788) Issuance of Stock.................... -- 708 ------ ------ (3,350) ( 9,758) ------ ------ Cash Flows from Investing Activities: Purchase of Rental Vehicles.......... (30,158) (25,934) Proceeds from Rental Vehicle Sales... 19,183 24,390 Purchase of Property and Equipment... (134) (2,327) Proceeds from Sale of Property & Equipment......................... 242 48 ------ ------ (10,867) ( 3,823) ------ ------ Increase (Decrease) in Cash & Cash Equivalents.................. (2,063) (5,038) Cash & Cash Equivalents at April 30.. 4,261 8,302 ------ ------ Cash & Cash Equivalents at January 31..........................$ 2,198 3,264 ------ ------ See accompanying notes to condensed consolidated financial statements. CRUISE AMERICA, INC., AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements Nine Months Ended January 31, 1995 NOTE 1. In the opinion of management, the accompanying unaudited consolidated financial statements contain all the adjustments (principally consisting of normal recurring accruals) necessary to present fairly the financial position of Cruise America, Inc., and Subsidiaries (the Company) as of January 31, 1995, and the results of operations for the three month and nine month periods ended January 31, 1994, and 1995. Certain items in the prior year financial statements have been reclassified to conform with the current period presentations. NOTE 2. Supplemental Disclosures of Cash Flow Information (in thousands): Nine Months Ended January 31, ----------------------------- 1995 1994 Cash paid during the period for: Income Taxes 0 0 Interest on Borrowings 4,317 4,233 ------ ------ NOTE 3. The Company is a party to various claims, legal actions and complaints arising in the ordinary course of business. In the opinion of management, the disposition of these matters will not have a material adverse effect on the financial condition of the Company. NOTE 4. During the third quarter ended January 31, 1994, the Company made a strategic decision to permanently retire a segment of older vehicles from its rental fleet. This decision was consistent with the Company's ongoing goal to maintain its position as the industry leader by operating the newest rental fleet in the industry. In conjunction with this retirement, the Company transferred vehicles having a net book value of $22,075,000 into sales inventory and took a one time pre-tax charge of $3,452,000 during the quarter to adjust the carrying value of the vehicles for quick disposition and to cover any refurbishing costs needed. The one time charge is included in Cost of Rentals. The decrease in inventories in the Consolidated Statements of Cash Flows for the nine months ended January 31, 1994, is net of the transfer-in of the vehicles. PART I. ITEM 2 CRUISE AMERICA, INC., AND SUBSIDIARIES Management's Discussion and Analysis of Consolidated Financial Condition and Results of Operations Nine Months ended January 31, 1995 SEASONALITY The Company's business is seasonal. In the first and second fiscal quarters, the Company historically records profits. In the third and fourth quarters, the Company historically records losses. The Company's purchases of motorhomes for the rental fleet are also seasonal, with the majority of purchases being made in the first and fourth fiscal quarters. Due to the seasonality of rental and sales operations, certain accounts fluctuate from quarter to quarter. LIQUIDITY AND CAPITAL RESOURCES As of January 31, 1995, the Company has working capital in the amount of $7.5 million. The Company believes that, during the next year, cash generated from operations and financing available from banks and other financial institutions will be sufficient for its capital and operating needs. NINE MONTHS ENDED JANUARY 31, 1995 AS COMPARED WITH NINE MONTHS ENDED JANUARY 31, 1994 Rental Revenue for the nine months ended January 31, 1995, was $32,806,000, compared to $37,922,000, reported for the nine months ended January 31, 1994. This decline was due to a 25% reduction in revenue days offset in part by a 15% increase in revenue per day. The decline in Rental Revenue, which occurred in the first two quarters, was partially offset by improvement in the third quarter. Sales for the nine months ended January 31, 1995, were $38,302,000, compared to $42,244,000, for the nine months ended January 31, 1994. This decline was due primarily to the Company's decision to limit wholesale sales in the third quarter as the Company's need to sell older fleet vehicles diminished. Cost of Rentals as a percentage of Rental Revenue was 41% for the nine months ended January 31, 1995, compared to 57% for the nine months ended January 31, 1994. Cost of Rentals in 1994 included a one-time revaluation charge of $3,452,000. Cost of Rentals as a percentage of Rental Revenue for the nine months ended January 31, 1994, excluding the one-time charge was 48%. The increase in profitability was due to a decrease in variable costs which resulted from a drop in volume of rental operations at the same time rental rates were increasing. A reduction in the average rental fleet size also had the effect of lowering fixed rental costs. Cost of Sales as a percentage of Sales was 89% in 1995 compared to 91% in 1994. This increase in profitability has resulted from a slight shift in the mix of sales toward higher margin used vehicle sales as well as a reduction in wholesale sales of older fleet vehicles. Interest Expense increased in 1995 to $4,386,000 from $3,898,000 due primarily to interest rate increases. Selling, general and administrative expenses increased from $15,356,000 in 1994, to $15,734,000 in 1995 mainly as a result of additional advertising expenditures as well as a slight increase in personnel costs to the Company's fleet refurbishing activities. THREE MONTHS ENDED JANUARY 31, 1995 AS COMPARED WITH THREE MONTHS ENDED JANUARY 31, 1994 Rental Revenue for the quarter ended January 31, 1995, was $2,670,000 compared to $1,904,000 reported for the quarter ended January 31, 1994. This improvement was due to a 38% increase in revenue days and a 2% increase in revenue per day. Sales for the quarter ended January 31, 1995, were $7,655,000 compared to $13,497,000 for the same period a year ago. This decline was due mainly to a shift in rental vehicle sales from the third quarter to the second quarter this year. The Company was able to accelerate these sales due to lower rental volume at the end of the peak summer rental season. In addition, the Company limited wholesale sales in the third quarter as the need to dispose of older fleet vehicles dimished. Cost of Rentals as a percentage of Rental Revenue was 75% in 1995, compared to 302% in 1994. Cost of Rentals in 1994 included a one-time revaluation charge of $3,452,000. Cost of Rentals as a percentage of Rental Revenue for the quarter ended January 31, 1994, excluding the one-time charge was 121%. The improvement in the current year is due to the Company operating a newer, smaller fleet, which has had the impact of reducing both fixed and variable costs. Cost of Sales as a percentage of Sales was 84% for the quarter ended January 31, 1995, compared to 90% in 1994. This increase is due to the Company's shift away from lower margin wholesale sales. Interest Expense for the quarter ended January 31, 1995, was $1,611,000 compared to $1,070,000 in 1994. This increase is due to increased interest rates as the prime rate has increased dramatically. Selling, general and administrative expenses were $4,658,000 in the third quarter compared to $4,456,000 a year ago. This increase was due to increased advertising and increased personnel costs associated with the Company's refurbishing of rental vehicles. 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. CRUISE AMERICA, INC. March 9, 1995 ERIC R. BENSEN ----------------------- Eric R. Bensen Vice President Chief Financial Officer March 9, 1995 Randall Smalley ----------------------- Randall Smalley President Chief Executive Officer