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, 1996 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, $.01 Par Value As of January 31, 1996, 5,727,068 of registrants common stock were outstanding of which 4,143,547 were held by non-affiliates of the registrant. TABLE OF CONTENTS CRUISE AMERICA, INC. AND SUBSIDIARIES PART I FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS Condensed Consolidated Balance Sheets............................... 1 Condensed Consolidated Statements of Operations..................... 3 Condensed Consolidated Statements of Cash Flows..................... 4 Notes to Condensed Consolidated Financial Statements.......................................................... 5 ITEM 2. Management's Discussion and Analysis of Consolidated Financial Condition and Results of Operations............................................. 6-7 PART I. FINANCIAL INFORMATION ITEM 1 FINANCIAL STATEMENTS CRUISE AMERICA, INC. AND SUBSIDIARIES Condensed Consolidated Balance Sheets (In thousands) ASSETS (Unaudited) 1-31-96 4-30-95 ------- ------- Current Assets: Cash and Cash Equivalents.....................$ 2,430 3,091 Accounts Receivable, Net ....................... 4,172 3,561 Inventories .................................... 15,696 17,235 Prepaid Expenses and Other Current Assets ...... 1,453 837 ------- ------- Total Current Assets ........................... 23,751 24,724 ------- ------- Rental Vehicles ..................................... 77,724 63,713 Less Accumulated Depreciation .................. 15,908 12,398 ------- ------- Net Rental Vehicles ............................ 61,816 51,315 Property and Equipment .............................. 17,347 16,795 Less Accumulated Depreciation .................. 6,756 6,274 ------- ------- Net Property and Equipment ..................... 10,591 10,521 Deposits and Other Assets ........................... 2,654 2,818 ------- ------- $98,812 89,378 ------- ------- See accompanying notes to condensed consolidated financial statements. CRUISE AMERICA, INC. AND SUBSIDIARIES Condensed Consolidated Balance Sheets LIABILITIES AND STOCKHOLDERS' EQUITY (In thousands) (Unaudited) 1-31-96 4-30-95 ------- ------- Current Liabilities: Floor Plan Contracts........................................$ 3,536 709 Current Installments of Rental Vehicle Financing ............ 8,962 7,394 Current Installments of Long-Term Debt ...................... 4,527 3,072 Accounts Payable and Accrued Expenses ....................... 3,382 2,042 Customer Deposits ........................................... 503 6,380 Income Taxes Payable ........................................ 20 20 -------- -------- Total Current Liabilities ............................... 20,930 19,617 -------- -------- Rental Vehicle Financing, Excluding Current Installments ......... 27,193 23,228 Long-Term Debt, Excluding Current Installments ................... 22,263 23,892 Deferred Income Taxes ............................................ 1,639 312 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, 5,727,000 and 5,694,000 issued and outstanding at January 31, 1996 and April 30, 1995 respectively ......................................... 57 57 Additional Paid-in Capital .................................. 24,914 24,815 Retained Earnings ........................................... 2,456 (1,908) Cumulative Translation Adjustment ........................... (640) (635) -------- -------- Total Stockholders' Equity .................................. 26,787 22,329 Commitments and Other Matters .................................... -------- -------- $ 98,812 89,378 -------- -------- 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 Months Ended Nine Months Ended ------------------ ----------------- 1-31-96 1-31-95 1-31-96 1-31-95 ------- ------- ------- ------- Rental Revenue..............................$ 3,234 2,670 41,291 32,806 Sales....................................... 10,613 7,655 34,779 38,302 ------ ----- ------ ------ Total Revenue...................... 13,847 10,325 76,070 71,108 ------ ------ ------ ------ Cost of Rentals............................. 2,885 2,001 16,568 13,337 Cost of Sales............................... 9,891 6,467 31,486 34,047 ------ ----- ------ ------ Total Costs........................ 12,776 8,468 48,054 47,384 ------ ------ ------ ------ Gross Profit From Operations................ 1,071 1,857 28,016 23,724 Interest Expense............................ 1,830 1,611 5,608 4,386 Selling, General, and Administrative Expenses.................................. 4,464 4,658 16,717 15,734 ------ ------ ------ ------ Earnings (Loss) Before Income Taxes ................................... (5,223) (4,412) 5,691 3,604 Income Tax Expense (Benefit)................ (1,219) (831) 1,327 756 ------- -------- ------ ------- Net Earnings (Loss).........................$ (4,004) (3,581) 4,364 2,848 Earnings (Loss) Per Share...................$ (.70) (.63) .76 .50 -------- -------- -------- -------- Average Common Shares Outstanding........... 5,719 5,694 5,709 5,694 ------- ------ ------ ------ See accompanying notes to condensed consolidated financial statements. CRUISE AMERICA, INC. AND SUBSIDIARIES Condensed Consolidated Statements of Cash Flows (Unaudited) (In thousands) Nine Months Ended ----------------- 1-31-96 1-31-95 ------- ------- Cash Flows from Operating Activities: Net Earnings..........................................$ 4,364 2,848 Depreciation and Amortization......................... 10,385 9,141 Increase in Deferred Income Taxes..................... 1,327 756 Gain on Sale of Rental Vehicles....................... (1,014) (751) Increase in Accounts Receivable....................... (611) (852) Decrease in Inventories............................... 1,539 3,308 Increase in Accounts Payable and Accrued Expenses..... 1,340 1,065 Gain on Sale of Property and Equipment................ --- (106) Increase (Decrease) in Floor Plan Contracts........... 2,827 319 Decrease in Customer Deposits......................... (5,877) (3,723) Other, Net............................................ (679) 149 --------- ------- 13,601 12,154 ------ ------ Cash Flows from Financing Activities: Proceeds from Rental Vehicle Borrowing................ 41,934 30,435 Repayment of Rental Vehicle Borrowing................. (36,401) (32,096) Repayment of Long Term Borrowing...................... (174) (1,689) Issuance of Stock..................................... 99 --- -------- ------- 5,458 (3,350) ------- ------- Cash Flows from Investing Activities: Purchase of Rental Vehicles........................... (41,275) (30,158) Proceeds from Rental Vehicle Sales.................... 22,107 19,183 Purchase of Property and Equipment.................... (552) (134) Proceeds from Sale of Property & Equipment............ --- 242 -------- ------- (19,720) (10,867) --------- ------- Increase in Cash & Cash Equivalents........................ (661) (2,063) Cash and Cash Equivalents at April 30...................... 3,091 4,261 -------- ------- Cash and Cash Equivalents at January 31....................$ 2,430 2,198 -------- ------- See accompanying notes to condensed consolidated financial statements. CRUISE AMERICA, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements Nine Months Ended January 31, 1996 NOTE 1. In the opinion of management, the accompanying unaudited condensed 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, 1996 and the results of operations for the three month and nine month periods ended January 31, 1996 and 1995. Certain items in the prior year financial statements have been reclassified to conform with the current period presentations. Effective May 1, 1995, the Company began allocating the cost of new motorhomes between the chassis and house components and is depreciating the components using the straight-line and mileage methods over 9 year lives with residuals of 10% to 25%. The impact of this change is not expected to be material to operating results for the year. NOTE 2. Supplemental disclosures of cash flow information (in thousands): Nine Months Ended January 31, ----------------------------- 1996 1995 ---- ---- Cash paid during the period for: Interest on Borrowings.............$ 4,755 4,317 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. 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, 1996 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 fiscal quarter. Due to the seasonality of rental and sales operations, certain accounts fluctuate from quarter to quarter. LIQUIDITY AND CAPITAL RESOURCES As of January 31, 1996, the Company had working capital in the amount of $2,821,000. The Company's working capital, as presented, includes a significant portion of rental vehicle financing. The Company's working capital does not, however, include any portion of the related assets - rental vehicles, even though a significant portion of these vehicles are expected to be sold during the year through the Company's normal fleet rotation. The Company believes that, during the next year, cash generated from operations and existing financing available from banks and other financial institutions will be sufficient for its capital and operating needs. At January 31, 1996, the Company believes it is in compliance with all debt covenants associated with its various financing agreements. NINE MONTHS ENDED JANUARY 31, 1996 AS COMPARED WITH NINE MONTHS ENDED JANUARY 31, 1995 Rental Revenue for the nine months ended January 31, 1996 was $41,291,000 compared to $32,806,000 for the nine months ended January 31, 1995. This increase was due primarily to a 30% increase in revenue days, which was offset slightly by a 4% decline in revenue per day. Sales for the nine months ended January 31, 1996 were $34,779,000 compared to $38,302,000 for the same period a year ago. Sales revenue declined for several reasons. Fewer rental vehicles were available for sale due to high fleet utilization rates during the peak summer season; the number of RV sales facilities operated by the Company has been reduced from 19 to 15; and new vehicle sales have continued to be affected by an industry-wide slowdown in demand. Cost of Rentals as a percentage of Rental Revenue was 40% for the nine months ended January 31, 1996 compared to 41% in 1995. This slight improvement was due primarily to an increase in vehicle utilization. Cost of Sales as a percentage of Sales increased slightly to 91% in 1996 from 89% in 1995. This increase was a result of a slight shift in the mix of sales toward lower margin rental vehicle sales. Interest expense for the nine months ended January 31, 1996 was $5,608,000 compared to $4,386,000 in 1995. The increase was due primarily to an increase in average interest rates as well as slightly higher average borrowings. Selling, general, and administrative expenses remained stable at 22% of revenue in 1996 and in 1995. Incremental expenses incurred in order to meet the Company's increased rental demand during 1996 were offset by higher revenues. THREE MONTHS ENDED JANUARY 31, 1996 AS COMPARED WITH THREE MONTHS ENDED JANUARY 31, 1995 Rental Revenue for the quarter ended January 31, 1996 was $3,234,000 compared to $2,670,000 reported for the quarter ended January 31, 1995. This increase was due to a 19% increase in revenue days, as well as a 1% increase in revenue per day. Sales for the quarter ended January 31, 1996 were $10,613,000 compared to $7,655,000 for the same period a year ago. Higher sales of rental fleet vehicles during the quarter were offset in part by a decline in new vehicle sales. High rental fleet utilization in the second quarter delayed the sale of a significant number of vehicles until the third quarter. Cost of Rentals as a percentage of Rental Revenue was 89% in 1996 compared to 75% in 1995. Although Rental Revenue increased compared to the prior year, holding costs also increased as a result of a larger fleet being carried over from the second quarter. Cost of Sales as a percentage of Sales increased to 93% in 1996 from 84% in 1995. This was primarily due to an increase in lower margin rental vehicle sales as a percentage of total sales. Interest Expense for the quarter increased to $1,830,000 from $1,611,000 in the prior year as a result of higher interest rates and higher average borrowings. Selling, general, and administrative expenses decreased to 32% of revenue in 1996 from 45% of revenue in 1995. This decrease is due to expenses declining slightly while revenues increased. 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 8, 1996 /s/ Eric R. Bensen ------------------- Eric R. Bensen Vice President Chief Financial Officer March 8, 1996 /s/ Randall Smalley -------------------- Randall Smalley President Chief Executive Officer