SMC Corp – ‘10-K’ for 12/31/00

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Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                         55    235K 
 2: EX-10.7     Material Contract                                      6     26K 
 3: EX-10.8     Material Contract                                      3     13K 
 4: EX-21.1     Subsidiaries of the Registrant                         1      5K 
 5: EX-23.1     Consent of Experts or Counsel                          1      5K 

10-K   —   Annual Report
Document Table of Contents

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 FORM 10-K

/X/      Annual report pursuant to Section 13 or 15(d) of the Securities        
     Exchange Act of 1934 For the fiscal year ended DECEMBER 31, 2000 or

/ /      Transition report pursuant to Section 13 or 15(d) of the Securities    
   Exchange Act of 1934 For the transition period from __________ to
__________                                                    

Commission file number 0-25390                                          

 SMC CORPORATION
(Exact name of registrant as specified in its charter)

Oregon                                               93-0939076             
(State or other jurisdiction of                     (I.R.S. Employer        
incorporation or organization)                      Identification No.)     

20545 Murray Road                                                           
Bend, Oregon                                        97701                   
(Address of principal executive offices)            (Zip Code)              

Registrant's telephone number,
 including area code: (541) 389-1144

Securities registered pursuant to Section 12(b) of the Act:  None               

Securities registered pursuant to Section 12(g) of the Act:  Common Stock       

         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 X No                              
                 --   --
       Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,  
to the best of Registrant's knowledge, in definitive proxy or information       
statement incorporated by reference in Part III of this Form 10-K or any        
amendment to this Form 10-K.                                                    

     Aggregate market value of Common Stock held by nonaffiliates of the
Registrant at March 15, 2001: $5,019,347. For purposes of this calculation,     
officers and directors are considered affiliates.                               

   Number of shares of Common Stock outstanding at March 15, 2001:  5,745,599.

 DOCUMENTS INCORPORATED BY REFERENCE

                                          Part of Form 10-K into
DOCUMENT                                          WHICH INCORPORATED            

Proxy Statement for 2001 Annual                                                 
Meeting of Shareholders                             Part III                

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 TABLE OF CONTENTS

                                                                [Download Table]


Item of Form 10-K                                                              Page
-----------------                                                              ----
                                                                                   
PART I       ....................................................................1 

Item 1            Business  .... ................................................1 

Item 2            Properties....................................................15 

Item 3            Legal Proceedings.............................................15 

Item 4            Submission of Matters to a Vote of Security Holders...........16 

PART II.........................................................................17 

Item 5            Market for the Registrant's Common                               
                  Equity and Related Shareholder Matters........................17 

Item 6            Selected Financial Data.......................................18 

Item 7            Management's Discussion and Analysis                             
                  of Financial Condition and Results of Operations..............20 

Item 7(a)         Quantitative and Qualitative Disclosures                         
                  About Market Risk.............................................26 

Item 8            Financial Statements and Supplementary Data.................. 26 

Item 9            Changes in and Disagreements with Accountants                    
                  on Accounting and Financial Disclosure........................26 

PART III........................................................................27 

Item 10           Directors and Executive Officers of                              
                  the Registrant................................................27 

Item 11           Executive Compensation........................................28 

Item 12           Security Ownership of Certain Beneficial                         
                  Owners and Management.........................................28 

Item 13           Certain Relationships and Related Transactions................28 

PART IV.........................................................................29 

Item 14           Exhibits, Financial Statement Schedules,                         
                  and Reports on Form 8-K.......................................29 

SIGNATURES        ..............................................................32 


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PART I                                                                          

ITEM 1.  BUSINESS                                                               

INTRODUCTION                                                                    

SMC Corporation (SMC or the Company) is one of the largest manufacturers of     
high-line motor coaches in the United States. SMC was incorporated in Oregon    
in 1986 and production operations began in 1987. In 1998, SMC relocated its     
headquarters to Bend, Oregon from Harrisburg, Oregon and now has six            
operating subsidiaries. The Company's executive offices are located at 20545    
Murphy Road, Bend, Oregon, 97701, and its telephone number is (541) 389-1144.   
The subsidiaries of the Company are Safari Motor Coaches, Inc. (Safari),        
Magnum Manufacturing, Inc. (Magnum), Beaver Motor Coaches, Inc. (Beaver),       
Electronic Design & Assembly, Inc. (ED&A), Composite Technologies, Inc.         
(CTI), and Harney County Operations, Inc. (HCO). Safari and Magnum are          
located in Harrisburg, Oregon; Beaver and ED&A are located in Bend, Oregon;     
and CTI and HCO are located in Hines, Oregon.                                   

GENERAL BACKGROUND                                                              

Within the multi-billion dollar recreational vehicle industry, the majority     
of SMC's products are positioned among the most expensive. SMC predominately    
builds luxury Class A motor coaches - motorized, fully self-contained           
motorhomes with features such as solid hardwood cabinetry, powerful diesel      
engines, and residential decor that separate these coaches from the rest of     
the market.                                                                     

This select segment was targeted from SMC's founding and the Company rapidly    
grew to become a leader in the luxury market. Mathew Perlot, SMC's founder      
and Chairman of the Board of Directors, considered this market particularly     
attractive - anticipating the aging of the "baby boomers" and believing that    
this maturing, affluent group would provide growing support for this product.   
The initial product included coaches ranging from 30 to 34 feet and retailed    
for about $100,000. Over the next several years SMC expanded its product        
offerings to both higher and lower price points, to include coaches ranging     
in length from 24 to 45 feet, and with retail prices ranging from $128,000 to   
$757,000.                                                                       

Magnum began production of chassis for Safari products in 1993 and has since    
expanded operations to provide chassis for seven of the eight model lines of    
Safari and Beaver products. By manufacturing chassis specially designed for     
applications in the recreational vehicle (RV) industry, the Company believes    
it has quality, ride and cost advantages over competitors that do not build     
their own chassis. In 1997, a new chassis was developed for the Beaver          
Marquis. Previously, the Marquis was constructed on a purchased Gillig brand    
chassis. Gillig ceased production of the chassis in 1997. Magnum acquired the   
rights to manufacture the chassis from Gillig and, after making some            
modifications for the Marquis' specific requirements, now produces the          
chassis at a lower overall cost to the Company. Magnum now produces the         
chassis for all of the Company's Class A models except the Trek, resulting in   
significant overall costs savings to the Company.                               

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SMC acquired the Beaver brand names and production facilities in 1994. At       
that time the Beaver product ranged in retail price from $180,000 to            
$350,000. The line has since been broadened to include a lower-priced coach,    
the Monterey. In 1999, Beaver introduced the Amethyst Marquis, a 42 foot tag    
axle coach that retails for over $436,000. This expansion of product            
offerings has enabled Beaver to expand distribution of its products.            

In 1999, the Solitaire, a bus conversion product, was also introduced. Its      
features are similar to those found in luxury buses and it carries a starting   
retail price of $729,000.                                                       

In 1996, the Company began to seek product opportunities in the lower-priced    
segment of the recreational vehicle industry when it entered the Class C        
market through acquisition of a facility in the Midwest. The Company            
continued its penetration into the upper range Class C market in 1997 through   
its operations at HCO and the introduction of a Safari brand Class C motor      
coach. In 1998 the Company introduced the Desperado, another Class C model.     
As the Class C market grew, the Company determined that its emphasis on         
quality and high end features versus high volume, low cost coaches created a    
competitive disadvantage. Therefore, the Company discontinued this line in      
2000 to more fully concentrate on the high line luxury models.                  

Also, at the HCO facility, the Renegade, a new Class A motor coach, was         
introduced in 1998. With retail prices starting at $154,000, the Renegade is    
targeted toward the entry-level of the Class A market -- buyers that are        
value-oriented but still demanding features and quality. Products in this       
segment of the market have become very popular. In 1999, the Company upgraded   
the Renegade and introduced the Riata as the entry level product at HCO. The    
Riata retails in the $128,000 to $143,000 range. The production facility is     
located in Hines, Oregon and has ample production capacity to meet expected     
demand for both the Renegade and Riata.                                         

At the Beaver facility, the newly designed Contessa Class A model was           
introduced in December 1997. The Contessa had been a Beaver product before      
the Company acquired Beaver in 1994, but had been dormant since that time.      
Priced below the existing Patriot model but above the Monterey, the Contessa    
has been resurrected with a new design and feature set that has been widely     
accepted. In 1999, the company introduced the Amethyst Marquis as the top       
level Class A motorhome as well as the ultra luxurious Solitaire designed to    
compete in the bus conversion market.                                           

At the Safari facility, a new Class A model, the Zanzibar, was introduced in    
June 1998. Additionally, the Cheetah was introduced in late 1999 as an entry    
level diesel motorhome similar in concept to the Riata, but designed with the   
distinction of a Safari brand product.                                          

In 1998, the Company opened a service center facility in Tampa, Florida to      
provide better, more timely, and cost effective customer service. This          
service center operation is a branch of the existing service centers located    
in Harrisburg and Bend, Oregon.                                                 

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INDUSTRY BACKGROUND                                                             

Recreational vehicles encompass a wide range of mobile housing options,         
including folding camping trailers, van conversions, truck campers, fifth       
wheel trailers, Class A, B and C motor coaches, and bus conversions. The        
retail prices of these vehicles range from under $3,000 for the simplest        
folding camping trailer to over $1.2 million for the most expensive bus         
conversion. The Recreational Vehicle Industry Association (RVIA) has reported   
that one in ten households in the U.S. owns a recreational vehicle, resulting   
in a total ownership of approximately nine million recreational vehicles.       

Although retail sales of recreational vehicles and Class A motor coaches have   
fluctuated over the last five years, retail sales of high-line motor coaches    
have remained steady during this period according to Statistical Surveys,       
Inc. The following table shows (i) unit shipments to dealers of all             
recreational vehicles, all motor coaches, and Class A motor coaches in the      
U.S., based on RVIA data, and (ii) unit retail sales of high-line motor         
coaches in the U.S. and unit retail sales of Safari and Beaver coaches as a     
percentage of the high-line market, based on data distributed by Statistical    
Surveys, Inc.                                                                   

                                                        [Enlarge/Download Table]


                                                1996        1997        1998        1999      2000 
                                                ----        ----        ----        ----      ---- 
                                                      (In thousands, except percentage data)       
                                                                                                   
UNIT SHIPMENTS FROM MANUFACTURERS TO DEALERS:                                                      
  All recreational vehicles                    466.8       438.8       441.3       473.8      418.3
  All motor coaches                             55.3        55.0        63.5        71.6       60.9
  Class A motor coaches                         36.5        37.6        42.9        49.4       41.0

UNIT RETAIL SALES AND MARKET SHARE DATA:                                                           
  High-line motor coaches                        4.2         4.4         4.1         4.5        3.1
  SMC percentage of high-line market:          29.1%       27.6%       25.3%       22.6%      23.1%
                                               =====       =====       =====       =====      =====

SMC focuses primarily on the high-line segment of the Class A motor coach       
market. Class A motor coaches incorporate kitchen, sleeping and bathroom        
facilities built on a self-powered chassis. For reasons of cooling and drive    
train engineering, almost all motor coaches are powered either by a gasoline    
engine mounted in the front or a diesel engine mounted in the rear. Diesel      
pushers are more expensive, but can be built at greater lengths and are         
generally more powerful. Most high-line coaches are diesel pushers - with       
horse power ratings over 300, and at this time nearly all high-line diesel      
pushers retail for approximately $200,000. Although the Trek shares many        
high-line features of the Company's other models, its retail price ranges       
from $92,000 to $117,000, and it is therefore excluded from market data         
compiled for high-line products.                                                

The high-line segment of the Class A RV market has seen consistent growth       
since 1989, and in recent years this market has attracted many other            
companies. Many "mainstream" RV builders, such as Fleetwood, Winnebago, and     
Coachmen, have developed offerings in                                           

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this market. Meanwhile, some luxury builders, such as Monaco Coach and          
Country Coach, have broadened their product lines. Others are merging into      
larger conglomerates: Beaver Coaches was acquired by SMC in 1994; Holiday       
Rambler was purchased by Monaco Coach in early 1996; and Country Coach was      
acquired by National RV Holdings in late 1996.                                  

Several long-term trends favor the luxury segment of the RV industry. The       
most significant indicator of future growth potential is the change in          
RV-owner demographics. Households between 45 and 64 years old form the          
principal market for luxury RVs. As the "baby-boom" generation ages, this       
demographic group is expected to increase to 27% of the U.S. population by      
the year 2010. The Company believes that on average this generation is          
expected to retire earlier and have more discretionary income than preceding    
generations, which is expected to provide a growing base for RV sales.          

This trend is also reflected in the substantial increase in the number and      
quality of facilities available for RV use and in companies serving the RV      
market. The increased availability of accessories and facilities will           
continue to make the RV lifestyle more attractive.                              

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Three other factors also have a lesser impact on the RV industry:               

FUEL AVAILABILITY AND PRICE STABILITY                                           

Diesel fuel has been relatively abundant and inexpensive since the beginning    
of the 1980's. The Company believes the needs of the transportation industry    
for diesel fuel may contribute to continued availability and pricing            
stability. All of the Company's Class A motor coaches are powered by diesel     
engines. Consequently, an interruption in the supply or a significant           
increase in the price of or tax on the sale of diesel fuel on a regional or     
national basis could have a material adverse effect on the Company's results    
of operations. The Company believes that recent price increases in diesel       
fuel in late 1999 and into 2000 have not had an impact on the highline          
segment of the industry. There is no assurance that the supply of diesel fuel   
will continue uninterrupted, that rationing of diesel fuel will not be          
imposed, or that the price of or tax on diesel fuel will not significantly      
increase in the future.                                                         

LOW INTEREST RATES                                                              

Interest rate levels affect the cost of a motor coach for consumers who         
finance their purchase and, more significantly, the cost of inventory           
maintenance for motor coach dealers. Recent periods of increasing interest      
rates have caused some dealers to reduce their inventories, thus impacting      
the Company's sales. However to date in 2001, interest rates have decreased     
and the Company believes this should strengthen wholesale demand.               

FAVORABLE TAX TREATMENT                                                         

U.S. tax laws generally allow individuals who itemize deductions to deduct      
interest paid on loans used to finance the purchase of either a first or        
second residence. The definition of "residence" has been interpreted to         
include motor coaches of the type manufactured by the Company. The Company      
believes the tax deductibility of interest paid on loans used to purchase a     
Class A motor coach increases the attractiveness of ownership. These laws,      
however, have historically been amended frequently, and it is likely that       
further amendments and additional tax laws will be applicable to financing      
the purchase of motor coaches in the future. There is no assurance that         
favorable tax treatment for financing the purchase of motor coaches will not    
be amended or repealed.                                                         

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SALES AND MARKETING                                                             

SMC has three distinctive brands that are marketed through separate dealer      
networks. (Sales of Class C motor coaches to date have not been a significant   
part of the Company's business.) The Beaver, Safari, and Harney products are    
differentiated to help increase total penetration of the high-line market.      
The Beaver product is marketed as an upscale luxury RV. Its fiberglass wall     
construction, air suspension, and "classic" RV styling places the Beaver        
models near the top of high-line coaches. The Safari product is designed for    
a midrange luxury customer. Its aluminum exterior is unique in this market,     
and innovations such as the VR2-TM- Suspension and power disk brakes further    
separate the Safari from the rest of the luxury RV market. The Harney product   
is designed to attract entry level and first time buyers in the Class A         
luxury market. While it incorporates several luxury features into its design,   
the use of more economical materials and assembly methods allow a lower price.  

The Company markets its products through independent dealers throughout the     
United States and Canada. Few dealers carry both the Safari and Beaver brand    
products. Total Class A dealer locations were 94, 104, and 86 as of December    
31, 1998, 1999 and 2000 respectively. The Company grants exclusive              
distribution rights to a dealer within a geographic region. Dealers are         
selected based on location, financial stability, marketing expertise, sales     
history, integrity and repair and service capability. The Company provides a    
variety of support services to its dealers, including promptly supplied         
product literature, display materials and space rental subsidies at trade       
shows and exhibitions, and a dealer newsletter with updates on product          
development and other product information. The Company offers training and      
technical support to dealer salespeople through its in-house "university"       
programs. The Company representatives visit dealers on a regular basis for      
sales training and assistance.                                                  

The Company focuses its advertising on consumer publications which emphasize    
the RV lifestyle. In 1995, the Company consolidated its media production        
in-house to control costs and quality. In-house media development has also      
added flexibility and responsiveness to the process, which frequently           
involves "rush" jobs to take advantage of market opportunities.                 

A key part of the Company's marketing effort is the sponsorship and active      
promotion of the Safari International and the Beaver Ambassador Club, both of   
which are active clubs for owners of Safari and Beaver products, respectively.  
Members of these groups socialize, discuss common experiences and enjoy motor   
coaching activities together, thus helping to build customer loyalty and        
enthusiasm. The Company publishes quarterly newsletters for members of the      
owners' clubs, as well as a quarterly magazine, the "Rendezvous," which is      
circulated to owners, prospective purchasers, suppliers, dealers and employees. 
In addition, the Company annually sponsors "homecoming" rallies at the Safari   
and Beaver factories, open to all Safari and Beaver coach owners.               

Dealers typically finance their inventory through revolving credit facilities   
established with asset-based lending institutions, including specialized        
finance companies and banks. It is industry practice for these "floor plan"     
financiers to require motor coach manufacturers to                              

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repurchase motor coaches previously sold to the dealer if the dealer defaults   
on its financing agreements or if the lender otherwise has a reasonable basis   
to be concerned about the ability of the dealer to meet its obligations to      
the lender. This agreement typically applies for a period of 12 to 18 months    
from the date of the dealer's purchase from the manufacturer. See "Item 7 --    
Management's Discussion and Analysis of Financial Condition and Results of      
Operations -- Liquidity and Capital Resources."                                 

The Company takes several steps to reduce its exposure to coach repurchase      
risk. A dealer is typically required to make periodic payments of principal,    
referred to as a "curtailment," to the flooring financing institution           
commencing in the seventh month after purchase of the coach. A coach            
manufacturer may waive these curtailment payments at the request of a dealer    
under certain circumstances, but the Company generally will not do so unless    
the dealer owes no more than 90% of the wholesale price of the coach. The       
Company also monitors the inventory levels and financial circumstances of its   
dealers through reports generated by the flooring institutions and through      
frequent contact by its sales personnel with the dealers. The Company           
believes, however, that its most fundamental protection against significant     
loss due to repurchase obligations is the production and marketing of motor     
coaches that are sufficiently popular to enable the Company quickly to          
resell, at satisfactory prices, any coaches it may be required to repurchase.   
In 1998, 1999, and 2000, the Company repurchased a total of 8, 3, and 7 motor   
homes respectively under the requirements of the repurchase obligations. No     
significant losses were incurred upon the subsequent resale of the motor        
homes.                                                                          

One significant dealer defaulted on its obligations in 2000 resulting in a      
potential repurchase of 44 units. Details of this event were disclosed in the   
Company's Form 8-K report filed on January 10, 2001. Although the Company was   
not required to repurchase the coaches at December 31, 2000, a provision for    
sales returns of $3.3 million with a gross profit impact of $800,000 was        
recorded for specific coaches estimated to be repurchased. In 2001, additional  
buyers, both dealers and retail customers, were found for the coaches comprising
the provision and consequently the provision was reversed in the first quarter  
of 2001. Thus, there was no materially adverse impact of this event.            

In 2000, one dealer accounted for 19% of sales. Another dealer accounted for    
13% in the year 2000, and 12% and 14% in the years 1999 and 1998,               
respectively. (This dealer ceased operations in late 2000 and has been          
replaced by two new dealers.) A third dealer accounted for 11% of the sales     
in the year 2000.                                                               

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PRODUCT INFORMATION BY SUBSIDIARY                                               

SOLITAIRE                                                                       

The Solitaire was introduced in the third quarter of 1999. It is built on Magnum
monocoque chassis and has a tag axle design. The coach measures forty-five feet 
in length and is by far the most luxurious product produced by SMC. With a      
retail price ranging from $729,000 to $757,000, it is designed to compete with  
luxury bus conversions. The amenities of the Solitaire are similar to those     
found in luxury buses retailing in excess of $1 million. This product is a      
limited production model and is manufactured at the Beaver facility.            

BEAVER                                                                          

MARQUIS                                                                         

The Marquis is positioned at the top of the Beaver product line. With retail    
prices of over $436,000, it is one of the most expensive and luxurious motor    
coaches in production today. The Marquis has traditionally been the most        
visible and best recognized of the Beaver models. The Marquis motor coach was   
further upgraded in 1997 to its current ultra-luxury position. As part of       
this strategy, production of the Marquis was slowed and a craftsman-intensive   
team production program was developed to produce each vehicle. New cabinet      
technologies were introduced, allowing the use of exotic veneers and richer     
lacquers. The Marquis is now positioned as a prestige product. Previously       
built on a chassis supplied by an outside supplier, in 1997 the Company began   
building the Marquis on a chassis developed by Magnum at an overall cost        
savings for the Company. In 1999, the Company introduced the Amethyst Marquis   
which is a forty-two foot, tag axle model carrying the most features and        
highest price of any Marquis.                                                   

PATRIOT                                                                         

In July 1995, SMC introduced the 1996 Patriot on the all-new Magnum B-Series    
chassis. This new Magnum chassis replaced a chassis from an outside chassis     
vendor used since the Patriot model was introduced in 1992. The Patriot model   
has a retail price ranging from $247,000 to $346,000, depending upon options,   
including the upgraded Thunder option which features a powerful                 
425-horsepower engine and a heavy-duty transmission. Since the Marquis          
upgrade in 1997, the Patriot has successfully filled the niche of the           
original Marquis product.                                                       

CONTESSA                                                                        

In 1997, the Company introduced the completely redesigned Contessa, which had   
been a Beaver model prior to the acquisition of Beaver in 1994. The Contessa    
is a high-end coach powered by a 330-horsepower engine that retails from        
$216,000 to $275,000, depending upon options.                                   

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MONTEREY                                                                        

The Monterey was the first all-new Beaver product since the acquisition of      
Beaver in 1994. Retailing from $180,000 to $223,000, depending upon options,    
the Monterey provides Beaver with a product priced for broader appeal. An       
air-ride option has been developed to provide the traditional RV owner an       
alternative which is typically seen in high-line motor coaches.                 

SAFARI                                                                          

CONTINENTAL                                                                     

The Continental is the flagship product from Safari. Its design and             
technology features include disk brakes, Magnum Intellidrive computerized       
monitoring display, and Magnum Air Chassis all as standard equipment. The       
coach is driven by a 330hp Caterpillar engine and features an Allison MD3030    
transmission with six forward speeds and two overdrives. The Continental        
retails from $304,000 to $330,000, depending upon options, including the        
Panther option which features a powerful 425-horsepower engine and a            
heavy-duty transmission.                                                        

SERENGETI                                                                       

As the oldest of the Safari brand names, the Serengeti has been a core Safari   
product since its introduction in 1988. The Serengeti retails from $221,000     
to $288,000, depending upon options, and its sibling, the Ivory model,          
occupies the higher end of that price range.                                    

ZANZIBAR                                                                        

The Zanzibar was introduced in 1998. The standard equipment offers an array     
of features found on higher priced models, but at an entry level price. It is   
constructed on the Magnum `R' chassis. The Zanzibar model retails from          
$164,000 to $202,000, depending on the options. This model has quickly become   
one of Safari's best sellers.                                                   

CHEETAH                                                                         

In late 1999, this new Class A diesel pusher model was introduced to compete as 
an entry level product retailing in the $128,000 to $149,000 range. Market      
analysis indicates that a strong demand exists for an entry level diesel pusher 
as more consumers enter the RV market and those already owning gas RVs seek the 
enhanced performance of a diesel pusher product. The Cheetah is built on BF     
Goodrich's Torsilastic suspension system that is otherwise available on bus     
conversions in the $1 million retail price range.                               

TREK                                                                            

The Trek is constructed on a Workhorse chassis powered by a gasoline engine.    
As the lowest priced SMC Class A motor coach, it is intended to acquaint new    
customers with SMC's products and attract them to the RV lifestyle. Equipped    
with SMC's patented Electro-Majic bed, the Trek occupies a niche in the         
otherwise competitive gas coach market. The Trek retails from $92,000 to        
$117,000, depending upon options.                                               

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HARNEY COUNTY OPERATIONS (DBA HARNEY COACH WORKS)                               

RENEGADE CLASS A                                                                

The Renegade is constructed on Magnum `R' series chassis with a Cat 330hp       
engine. Shipments began in January 1998. In 1999, the Renegade was upgraded     
and now retails from $154,000 to $172,000. The Renegade is still targeted to    
the expanding entry level Class A market which offers many features of the      
higher-line models, but at a more affordable pricing structure.                 

RIATA                                                                           

In late 1999, this new Class A diesel pusher model was introduced to compete as 
an entry level product retailing in the $128,000 to $143,000 range. Similar to  
the Cheetah, the Riata's design is distinct to the products made at the Harney  
facility. Market analysis indicates that a strong demand exists for an entry    
level diesel pusher as more consumers enter the RV market and those already     
owning gas RVs seek the enhanced performance of a diesel pusher product. The    
Riata's 300hp engine and six speed transmission are significant features not    
available in competitive coaches.                                               

BACKLOG                                                                         

Motor coach dealers, particularly those with a relatively large sales volume,   
from time to time indicate to motor coach manufacturers the number of coaches   
they expect to purchase in the following months. While the Company regularly    
receives such indications, the Company includes in its backlog only purchase    
orders it has received that are sufficiently complete as to specifications      
(color, floor plan, options, etc.) to permit the Company to schedule production 
of the coach. Consequently, backlog generally represents orders for coaches     
scheduled to be manufactured and shipped in the following 45 to 90 days. The    
Company's backlog at December 31, 2000 was $20.3 million, compared to backlog of
$24.4 million at December 31, 1999. Backlog can fluctuate substantially as the  
result of the receipt of purchase orders in connection with various major motor 
coach shows and rallies, which are not held at even intervals throughout the    
year. Consequently, and because orders are generally cancelable without penalty,
the amount of backlog at any date is not necessarily indicative of sales in     
future periods. To date, order cancellations have not been material.            

CUSTOMER SERVICE                                                                

The Company believes one of the most important elements in the success of its   
business is understanding its customers and their preferences and providing     
excellent customer service. Customer service is important because many of the   
Company's customers are repeat purchasers and because a high level of service   
is expected by purchasers of high quality coaches. In addition, because motor   
coach purchasers tend to communicate freely their views on the quality of       
various coaches and business reputations of motor coach manufacturers, the      
quality of post-sale customer service provided by a motor coach manufacturer    
is a key factor in establishing a manufacturer's reputation among this group.   

The Company offers a one-year or 12,000-mile warranty, whichever occurs         
first, on all coaches. Customers have the option to purchase extended           
warranties, written by others, from                                             

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Company dealers. The Company's warranty covers all manufacturing-related        
problems and parts and system failures. Repairs are made at a Company owned     
service facility or by one of the Company's dealers or authorized service       
centers. In addition to the Company's warranty, the chassis, drive train,       
engine and transmission are covered by separate warranties offered by the       
manufacturers of those components, or by the Company on the chassis             
manufactured by its Magnum Manufacturing subsidiary. The Company's warranty     
on the Magnum chassis and drive train is for three years or 36,000 miles,       
whichever occurs first. Appliances in the coaches are covered by the            
warranties of manufacturers of those items.                                     

The Company maintains toll-free telephone lines for customers to call with      
repair or operating questions or problems. Although many questions can be       
resolved by telephone, the Company often refers the customer to a local         
dealer or repair facility for additional assistance.                            

The Company opened a 24-bay service center in Harrisburg in November 1995 to    
better serve its customers. In late 1998, the Company purchased a service       
center in Tampa, Florida and moved its service activities from a smaller        
leased facility in that area. The Company also operates a service center        
adjacent to its Beaver manufacturing facility in Bend, Oregon.                  

To ensure customer satisfaction, enhance dealer relations and increase positive 
word of mouth advertising, the Company embarked on a significant upgrade of its 
entire customer service process. Changes include:                               

-    A strict process for handling incoming letters and calls, whether positive 
  or negative, was put in place. Every contact is tabled, with an assigned
  party with appropriate authority responsible for resolving any issues at
hand. Contacts are not removed from the table until the customer has  
indicated satisfaction.                                               

-    A corporate manager was assigned to monitor the overall process.           

-    Very experienced National Service Director hired.                          

-    Each individual issue is reviewed for fundamental cause, and assignments   
  are made to resolve the underlying problem for this and future customers
   including direct communication with manufacturing or others as necessary.

-    Any potential legal issues are reviewed and resolved in the most           
  cost-effective basis after determining the Company's expected liability.
In-house counsel was hired and legal case management began in earnest.

-    Service processes were reviewed to find methods to proactively recognize   
and resolve manufacturing issues that could lead to customer          
   dissatisfaction or culminate in future legal issues. Op-code reporting by
  division and repetitive repair initiated. CSI survey reporting and claim
analysis began for all service facilities including our own.          

-    Our then existing two technician call centers are split by brand to improve
technical competence, the computer systems are improved, and service  
   history filing systems are modified to provide improved information flow.

-    Company wide bulletin process initiated providing manufacturing operations 
with immediate notice of customer concerns, and to insure that all    
technicians have access to most current information.                  

-    Service Procedures and Policies manual written outlining dealer            
responsibilities that assist in the prevention of legal claims.       
Dissemination is in process.                                          

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MANUFACTURING                                                                   

The Company uses current production techniques in its coach manufacturing       
process. These techniques emphasize teamwork, include significant input from    
worker teams and employ just-in-time inventory controls to improve product      
quality and manufacturing efficiencies.                                         

The Company believes its coach manufacturing operations are vertically          
integrated to a substantial degree compared to most other high-line motor       
coach builders. Components of the Company's motor coaches produced by the       
Company include the chassis constructed by the Magnum subsidiary, the end       
caps, side walls and fiberglass components manufactured by the CTI              
subsidiary, and the electronics and electrical harnesses for both the chassis   
and house portion manufactured by the ED&A subsidiary. The Company also         
produces its own hardwood cabinets, countertops, and portions of the interior   
upholstery. The Company believes this in-house production of certain            
components results in cost savings to the Company and greater control over      
quality and inventory.                                                          

The Company purchases raw materials, parts, subcomponents, electric systems     
and appliances from approximately 1,000 suppliers. These items are either       
placed directly into the coach or are incorporated into subassemblies by the    
Company. All components, subassemblies and finished products are inspected      
for compliance with the Company's specifications. The Company attempts to       
minimize its inventory costs by ordering inventory only on an as-needed, or     
just-in-time, basis. Some supplies, such as fiberglass, are ordered and         
delivered to the Company's plant on a daily basis, while other items,           
particularly engines and transmissions, are ordered as much as four months in   
advance of the expected use date. While the Company generally commences         
construction on a coach only after receipt of an order from a dealer, it must   
nonetheless order certain parts or components, some of which represent a        
significant expenditure, in advance of orders.                                  

Certain components and subassemblies included in the Company's motor coaches    
are obtained from a single or limited number of suppliers. Transmissions of     
the type used in the Company's coaches and those of most of its competitors     
are manufactured solely by Allison Transmission. Although the Company           
believes it would be able to develop alternate sources for any of the           
components, other than transmissions, used in its products, significant         
delays or interruptions in the delivery of certain components from suppliers    
or difficulties or delays in shifting to new suppliers could have a material    
adverse effect on the Company. Presently the Company is not experiencing any    
interruptions or supply limitations from its major suppliers.                   

Upon completion of the manufacturing process, each coach undergoes a thorough   
inspection and test drive. Any problems discovered are corrected prior to       
shipment.                                                                       

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COMPETITION                                                                     

The market for manufacture of mid- to high-line motor coaches is very           
competitive, and the Company has significant competition in each of its         
product lines. Other manufacturers of high-line coaches include Blue Bird       
Corporation, Country Coach, Inc. (acquired in late 1996 by National RV          
Holdings, Inc.), Fleetwood Enterprises, Inc., Foretravel Inc., Gulf Stream      
Coach, Inc., Monaco Coach Corporation, and Holiday Rambler Corporation          
(acquired in early 1996 by Monaco Coach Corporation). The Company competes      
with a number of other manufacturers, some of which are much larger than the    
Company and have greater financial and other resources than the Company.        
Certain of these larger manufacturers have also identified value-oriented       
high-line motor coaches as an attractive market and have recently developed     
coaches more directly competitive with the Company's coaches.                   

The Company believes the principal competitive factors in the manufacture and   
sale of high-line motor coaches are product quality and design, price,          
customer service, performance and reliability. The Company believes it is       
competitive with respect to each of these factors and believes its customer     
service and the performance and reliability of its products compare favorably   
to those of its competitors.                                                    

PRODUCT DESIGN AND PATENTS                                                      

The Company strives to be a design innovator in motor coach floor plans,        
interior features, coach amenities and mechanical systems and believes it is    
generally recognized in the industry as a design leader. Among the              
innovations introduced by the Company are the first use of a side aisle floor   
plan, the Electro-Majic bed, a rear-mounted cooling system, 110 volt            
residential-style lighting, the successful use of Torsilastic suspension on a   
high-line motor coach, and the "jackless" automatic leveling system. The        
Company updates the fabrics, carpets, fixtures and floor plans of its coaches   
each year and plans for a complete redesign of each model every three to four   
years.                                                                          

The Company began development of its Electro-Majic bed in 1988 and in 1992      
obtained a patent for this electric powered bed system. Using a hidden          
electric motor, the system uses small gear tracks attached to the living room   
walls to lower a double-size bed from the ceiling down to a desired sleeping    
level. The Electro-Majic bed is used in most Trek models. In two of the         
Company's best-selling Trek floor plans, the Electro-Majic bed is the primary   
sleeping space, which allows the entire coach to be used for living, kitchen    
and bathroom areas. The Company believes there is no comparable motor coach     
floor plan on the market.                                                       

The Company designed and patented an all new air ride suspension system         
in 1996 for use in its Beaver Patriot and Marquis models. The suspension system 
is designed to optimize the stability of the moving coach, while at the same    
time maximizing ride comfort.                                                   

In addition, the Company was the first RV manufacturer to use BF Goodrich's     
patented "Velvet Ride" torsilastic suspension in its Safari brand coaches. Now  
called VR2, these systems include special links that stabilize the suspension   
and provide the highest roll centers on the market.                             

SMC was the first RV manufacturer to use 110 VOH residential style lighting as  
well as the leading edge Vehicle Monitoring Systems (VMS) to communicate        
directly with the engine and                                                    

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transmission and monitors engine output, temperatures and other critical        
elements on an easy to view screen.                                             

SMC also developed specially angled slide roofs that eliminate the need for     
unsightly slide awnings.                                                        

Recently, SMC has designed and has a patent pending on an automatic jackless    
leveling system for its coaches that use air bag suspension. This device, when  
actuated, will automatically level the coach using the suspension rather than   
jacks that lift the coach off the ground.                                       

GOVERNMENT REGULATION                                                           

Motor coach manufacturers, such as the Company, are subject to federal,         
state, and local regulations governing the manufacture and sale of their        
products, including the provisions of the Motor Vehicle Act. The Motor          
Vehicle Act provides for, among other things, the recall for modification,      
repair or replacement of vehicles that contain defects which are potentially    
dangerous, or which fail to comply with applicable standards. The Company's     
motor coaches also may be subject to recall by chassis manufacturers in the     
event the chassis fail to comply with applicable standards. The Company         
relies upon certifications from its engine suppliers and chassis                
manufacturers that the Company's motor coaches comply with all applicable       
emission control standards. Although motor coaches manufactured by the          
Company have been voluntarily recalled for repair from time to time in the      
past, the Company has not incurred significant expenses in connection with      
recalls. There is no assurance that future recalls of the Company's products    
will not occur or that any such recalls will not adversely affect the           
Company's operations or financial condition.                                    

The Company is also subject to regulations promulgated by the Occupational      
Safety and Health Administration ("OSHA") concerning workplace health and       
safety. The Company's plants are periodically inspected by OSHA.                

The business and operations of the Company are affected by federal, state,      
and local environmental regulations relating to air and water pollution,        
hazardous wastes, and noise. These regulations control the Company's use,       
storage, and disposal of production chemicals and other wastes. The             
regulations also restrict the Company's air contaminant emissions and waste     
water discharges and prohibit noise in excess of certain levels.                

The Company holds a federal operating permit as required by Title V of the      
federal Clean Air Act Amendments of 1990 (a "Title V Permit") for its Safari    
and Beaver motor coach manufacturing facilities. The combined CTI and HCO       
facility holds an air contaminant discharge permit ("ACDP"), issued by the      
Oregon Department of Environmental Quality and has applied for a Title V        
permit. The Company believes it will be issued the permits necessary to allow   
it to operate these facilities. The ACDPs and the Title V permits, however,     
are issued for operations at specified levels, and any increase in emissions    
beyond those levels, including increases resulting from expanded operations     
or process modifications, will require permit amendments.                       

To date, the Company has not been required to make significant expenditures     
for environmental compliance. The promulgation of additional safety or          
environmental regulations, or the need to acquire permit amendments, in the     
future, however, could require the Company to incur additional expense which    
could adversely impact the Company's results                                    

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of operations. There is no assurance that the Company will not be required to   
make significant expenditures in the future with respect to such safety or      
environmental regulations.                                                      

The Company believes it is in compliance with applicable laws relating to the   
manufacture and operation of motor coaches and operations of its                
manufacturing facilities. There is no assurance, however, that future           
governmental regulations will not be more stringent, and that compliance with   
those regulations will not require the Company to incur additional cost.        

EMPLOYEES                                                                       

At December 31, 2000 the Company had 1,310 full-time employees. None of the     
Company's employees are represented by a labor union, and the Company has       
never experienced a work stoppage, slowdown or strike. The Company believes     
it maintains good employee relations.                                           

ITEM 2.  PROPERTIES                                                             

The Company's Safari and Magnum manufacturing facilities are located in         
Harrisburg, Oregon on property owned by the Company. The Safari manufacturing   
facility consists of buildings totaling 163,000 square feet on 16 acres, with   
11,300 square feet of office space and 151,700 square feet of manufacturing     
space. The Magnum manufacturing facility consists of four buildings with a      
combined size of approximately 93,000 square feet on 14 acres. The Company's    
Beaver manufacturing facility and corporate headquarters are located in Bend,   
Oregon and consist of buildings totaling 141,000 square feet on 11 acres that   
are leased on a long-term basis. In January 1996, the Company purchased a       
176,000 square foot building on 16 acres in Hines, Oregon to meet future        
production requirements. The Company leases a 13,000 square foot facility in    
Bend, Oregon where ED&A operates. The present lease has an option to renew      
through December of 2005.                                                       

The Company also owns a 39,000 square foot facility on 5 acres in Tampa, Florida
where it operates a service center and leases about 12,000 feet of this facility
to an RV dealer. The Company also leases a facility in Bend, Oregon as a service
center. Its service center in Harrisburg, Oregon is located on the Magnum       
Manufacturing property.                                                         

The Company believes its existing office and service facilities are sufficient  
to meet company needs.                                                          

ITEM 3.  LEGAL PROCEEDINGS                                                      

The Company is involved from time to time in litigation arising out of its      
operations in the normal course of business, including claims under the         
"lemon laws" of various states. In 1998, 1999, and 2000, the costs of all       
claims including legal fees were $2.9 million, $2.8 million, and $2.9 million   
respectively. The Company establishes a reserve for a case when a judgement     
has been entered and the company appeals that judgement. Due to the             
inconsistencies of state laws and judicial interpretations of these laws, the   
Company can not anticipate in which cases it will prevail. As a result, the     
Company often seeks to resolve these matters before litigation takes place.     

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On March 7, 2001, a case involving certain employment practices was heard in    
the Federal District court in Eugene, Oregon. The case involved an alleged      
incidence of harassment by co-workers in 1997. Of the three counts filed by     
the plaintiff, the jury found in favor of the Company on two of the counts.     
On the third count that alleged the Company allowed a hostile environment to    
exist, the jury found for the plaintiff and awarded $100,000 and $1.0 million   
in punitive damages. The court, however, has not entered judgment for the       
plaintiff and the judge has undertaken a quite unusual action and invited the   
filing of motions for a new trial and for a reduction in the amount of the      
judgment. The Company has filed such motions, but, although it is optimistic    
that the court will grant it some relief, there is no assurance the court       
will do so, and any relief granted by the court will likely be immediately      
appealable by the plaintiff.                                                    

As a manufacturer and seller of motor coaches, the Company is subject to a      
risk of loss resulting from claims that its products or components of its       
products caused or contributed to damage or injury. The Company has obtained    
product liability insurance under terms it considers acceptable. In the past,   
the Company has not incurred material expenses for product liability;           
however, such liabilities, if incurred in the future, could have a material     
adverse effect on the Company's operations if they exceed the insurance         
coverage maintained. Furthermore, there can be no assurance that the Company    
will be able to obtain insurance coverage in the future at adequate levels or   
for a reasonable cost.                                                          

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                    

Not applicable.                                                                 

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PART II   

ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED                  
SHAREHOLDER MATTERS                                           

The Company's Common Stock has been traded on the Nasdaq National Market System 
since January 20, 1995 under the symbol SMCC. Information with respect to the   
high and low sales prices for the Common Stock is set forth on page F-19.       

At March 15, 2001 there were 83 shareholders of record of the Company's Common  
Stock and 5,745,599 shares were outstanding. The Company believes the number of 
beneficial owners is substantially greater than the number of record holders    
because a large portion of the Company's outstanding Common Stock is held of    
record in broker "street names" for the benefit of individual investors.        

The Company has not paid any dividends in 2000 or 2001. The Company intends to  
retain future earnings for use in its business and therefore does not anticipate
paying cash dividends in the foreseeable future.                                

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ITEM 6.  SELECTED FINANCIAL DATA                                                
The selected financial data presented below for, and as of the end of, each of  
the years in the five-year period ended December 31, 2000 have been derived from
the audited financial statements of the Company. This data should be read in    
conjunction with the financial statements, related notes and other financial    
information included elsewhere in this report.                                  

                                                        [Enlarge/Download Table]


                                                                      YEAR ENDED DECEMBER 31                   
                                       ------------------------------------------------------------------------
                                             1996           1997            1998            1999        2000   
                                       ------------   ------------  -------------  ---------------  -----------
                                              (In thousands, except per share and other operating data)        
                                                                                                               
STATEMENT OF INCOME DATA:                                                                                      
Sales                                   $200,835       $203,019       $217,485         $215,540       $190,701 
Cost of sales                            174,457        175,809        195,405          194,127        175,720 
                                       ------------   ------------  -------------  ---------------  -----------
Gross profit                              26,378         27,210         22,080           21,413         14,981 
Selling, general and administrative                                                                            
expenses                                  16,668         17,968         17,610           18,099         18,175 
Restructuring expense                      2,392             --             --               --             -- 
Litigation and settlement costs              933          1,385          2,849            2,808          2,845 
                                       ------------   ------------  -------------  ---------------  -----------
Income (loss) from operations              6,385          7,857          1,621              506        (6,039) 
Interest/other expense                       418            813            940              155          2,897 
                                       ------------   ------------  -------------  ---------------  -----------
Income (loss) before provision for                                                                             
   income taxes                            5,967          7,044            681              351        (8,936) 
Provision (benefit) for income             2,384          2,798            272              110        (3,573) 
   taxes                                                                                                       
                                       ------------   ------------  -------------  ---------------  -----------
Net income (loss)                       $  3,583       $  4,246       $    409         $    241       $(5,363) 
                                       ============   ============  =============  ===============  ===========
Net income (loss) per share - basic     $    .55       $    .65       $    .06         $   .04        $  (.93) 
                                       ============   ============  =============  ===============  ===========
Net income (loss) per share - diluted   $    .54       $    .65       $    .06         $    .04       $  (.93) 
                                       ============   ============  =============  ===============  ===========
Weighted average shares outstanding                                                                            
    basic                                  6,563          6,506          6,429            5,825          5,767 
                                       ============   ============  =============  ===============  ===========
Weighted average shares outstanding                                                                            
   diluted                                 6,661          6,507          6,429            5,825          5,767 
                                       ============   ============  =============  ===============  ===========

OTHER OPERATING DATA:                                                                                          
Coaches sold                               1,859          1,765          1,706            1,584          1,330 

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                                                        [Enlarge/Download Table]


                                                        DECEMBER 31,                                 
                        -----------------------------------------------------------------------------
                               1996           1997           1998             1999           2000    
                        ---------------   -----------     ----------       ----------    ------------
                                                       (In thousands)                                
                                                                                                     
BALANCE SHEET DATA:                                                                                  
Current assets              $39,740        $39,081        $45,453          $59,704        $49,671    
Property and equipment       19,584         18,585         20,551           13,978         12,827    
Total assets                 61,920         59,842         68,020           75,669         64,641    
Current liabilities          34,225         29,335         36,492           44,127         38,631    
Long-term debt                6,626          5,376          7,353            8,646          8,613    
Shareholders' equity         20,994         24,293         23,209           22,879         17,397    
----------------                                                                                     


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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS 
OF OPERATIONS                                                   

This analysis of the Company's financial condition and operating results        
should be viewed in conjunction with the accompanying financial statements,     
including the notes thereof.                                                    

RESULTS OF OPERATIONS                                                           

The following table sets forth, for the periods indicated, selected statement   
of operations data, expressed as a percentage of sales, and the percentage      
change in such data from the comparable prior period.                           

                                                        [Enlarge/Download Table]


                                                                          PERCENTAGE CHANGE IN     
                                       YEAR ENDED DECEMBER 31,            DOLLAR AMOUNTS FROM      
                               ---------------------------------------  ---------------------------
                                                                           1998          1999      
                                     1998           1999        2000     TO 1999       TO 2000     
                               ----------     ----------  ------------  ----------     ------------
                                                                                                   
Sales                               100.0%         100.0%      100.0%       (0.9)%        (11.5)%  
Cost of sales                        89.8           90.1        92.1        (0.7)          (9.5)   
                               -----------    -----------  ----------                              
Gross profit                         10.2            9.9         7.9        (3.0)         (30.0)   
Selling, general and                                                                               
 administrative expenses              8.1            8.4         9.5         2.8             .4    
Litigation and                                                                                     
 settlement costs                     1.3            1.3         1.5        (1.4)           1.3    
                               -----------    -----------  ----------                              
Income (loss) from operations         0.8            0.2        (3.1)      (68.8)      (1,293.5)   
Interest expense                      0.4            0.7         1.0        89.2           26.7    
Other (income) expense                0.1           (0.6)        0.5    (1,189.0)        (168.6)   
                               -----------    -----------  ----------                              

Pretax income (loss)                  0.3            0.1        (4.6)      (48.5)      (2,645.9)   
Provision (benefit) for                                                                            
 income taxes                         0.1            0.0        (1.9)      (59.6)      (3,348.2)   
                               -----------    -----------  ----------                              
Net income (loss)                     0.2%           0.1%       (2.7)%     (41.1)      (2,325.3)   
                               ===========    ===========  ==========                              


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2000 COMPARED TO 1999                                                           

Consolidated sales decreased by $24.8 million, or 11.5%, to $190.7 million in   
2000 from $215.5 million for 1999. Safari sales decreased from 1999 levels by   
$21.2 million, or 22.2%, to $74.6 million in 2000. Beaver sales decreased from  
1999 levels by $2.2 million, or 2.6%, to $85.7 million in 2000. Sales at the HCO
division decreased by $878,000, or 3.2%, to $26.7 million for 2000 from $27.6   
million for 1999.                                                               

Consolidated unit coach sales decreased by 254 units, or 16.0%, to 1,330 units  
in 2000 from 1,584 units in 1999. Safari unit coach sales decreased by 167      
units, or 20.8%, to 634 units in 2000 from 801 units in 1999. Beaver unit coach 
sales decreased by 67 units, or 14.5%, to 394 units in 2000 from 461 in 1999.   
HCO unit sales decreased by 20, or 6.2%, to 302 units in 2000 from 322 units in 
1999. These decreases are consistent with industry performance at the wholesale 
level. The Company's retail market share, however, increased in 2000 by 2.2%.   

Even though wholesale unit sales decreased by approximately 16.0% in 2000 from  
1999, the average revenue per coach increased by 5.4%. The impact of product mix
was not significant. The increase in revenue per coach is a function of consumer
preferences for more optional features on the coaches.                          

Consolidated gross profit margins decreased $6 million, or 30.0%, and decreased 
as a percentage of sales to 7.9% from 9.9% in 1999. The impact of lower sales   
volumes account for approximately $3.2 million of the decline in gross profit.  
In addition, the Company incurred a nonrecurring loss in certain metal          
fabrication operations that impacted gross profit by approximately $730,000.    
These operations ceased in September 2000. Fixed costs, primarily at Beaver,    
Harney and CTI, increased by approximately $640,000. Other production related   
costs associated with model change and the switch to a "build to order" versus  
"build to forecast" increased by approximately $700,000 and were incurred       
primarily at the Safari facility. Warranty costs increased by $900,000. This was
primarily attributable to a $1.5 million increase in "goodwill" repair costs.   
These goodwill costs represent repairs that were not required to be performed   
under the Company's warranty policy but were completed nonetheless to maintain  
and bolster the Company's excellent customer service record. Repair costs       
required under the warranty policy actually decreased by $600,000.              

Selling, general, and administrative expenses increased by $76,000, or .4%, to  
$18.2 million in 2000 from $18.1 million in 1999. As a percentage of sales,     
selling, general and administrative expenses increased to 9.5% from 8.4% of     
sales for 2000 and 1999, respectively. Selling costs for the year increased by  
approximately $800,000 primarily at Beaver and Harney primarily as the result of
increased sales commissions and spiffs of $250,000 and increased dealer support 
programs of $490,000. Administrative costs declined by $721,000 due to          
reductions in accounting and administrative staff.                              

Interest expense increased 26.7% to $1.9 million in 2000 from $1.5 million in   
1999 as the result of a higher utilization of the operating credit line and     
higher interest rates. Other expenses were higher in 2000 as the result of the  
losses on assets sold from certain metal                                        

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fabricating operations and a one-time gain recorded in 1999 from the sale of    
the Company's aircraft.                                                         

The Company's effective tax rate was 39.9%, resulting in an income tax benefit  
of $3.6 million compared to an effective rate of 31.3% and an income tax        
provision of $110,000 for 1999. The primary impact creating the lower rates in  
1999 was a state energy credit received from its HCO and CTI operations. The    
1999 provision also includes some energy credit carryforwards received in 1999  
that relate to a prior period.                                                  

Net income after tax decreased $5.6 million to a net loss of $5.4 million from  
1999's net income after tax of $241,000. This is a result from the factors      
affecting gross margin, as discussed earlier.                                   

1999 COMPARED TO 1998                                                           

Consolidated sales decreased by $1.9 million, or 0.9%, to $215.5 million in 1999
from $217.5 million for 1998. Safari sales decreased from 1998 levels by $3.0   
million, or 3.1%, to $95.8 million in 1999. Beaver sales decreased from 1998    
levels by $2.1 million, or 2.4%, to $87.9 million in 1999. Sales at the HCO     
division increased by $3.8 million, or 16.1%, to $27.6 million for 1999 from    
$23.8 million for 1998.                                                         

Consolidated unit coach sales decreased by 122 units, or 7.2%, to 1,584 units in
1999 from 1,706 units in 1998. Safari unit coach sales decreased by 100 units,  
or 11.1%, to 801 units in 1999 from 901 units in 1998. Beaver unit coach sales  
decreased by 38 units, or 7.6%, to 461 units in 1999 from 499 in 1998. HCO unit 
sales increased by 16, or 5.2%, to 322 units in 1999 from 306 units in 1998.    

Even though unit sales decreased by approximately 7% in 1999 from 1998, the     
average revenue per coach increased by 6.7%. The impact of product mix was not  
significant. The increase in revenue per coach was a function of consumer       
preferences for more optional features on the coaches.                          

Consolidated gross profit margins decreased $667,000 or 3.0% and decreased as a 
percentage of sales to 9.9% from 10.2% in 1998. The impact of lower sales       
volumes account for approximately $200,000 of the decline in gross profit. The  
remainder of the variance was a function of a $3.8 million improvement in       
material costs that was offset by increases of $1.3 million in direct labor and 
$2.4 million in factory overheads. These increases were incurred primarily in   
the first half of the year. Warranty costs were also higher by approximately    
$500,000.                                                                       

Selling, general, and administrative expenses increased by $489,000 or 2.8% to  
$18.1 million in 1999 from $17.6 million in 1998. As a percentage of sales,     
selling, general and administrative expenses increased to 8.4% from 8.1% of     
sales for 1999 and 1998, respectively. Selling costs for the year increased by  
$1.3 million as a result of new product introductions of the Solitaire, Marquis 
Amethyst, Cheetah, and Riata models as well as increased promotional costs.     
Promotional costs were higher due to a year end special promotion and increasing
our dealer base in the second half of the year.                                 

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Administrative costs declined by $800,000 due to reductions in accounting and   
administrative staff.                                                           

Interest expense increased 89.2% to $1.5 million in 1999 from $813,000 in 1998  
as the result of a higher utilization of the operating credit line and the      
financing of the Florida service center property acquired at the beginning of   
the year.                                                                       

The Company's effective tax rate was 31.3%, resulting in an income tax provision
of $110,000 compared to an effective rate of 40.0% and an income tax provision  
of $272,000 for 1998. The primary impact creating the lower rates in 1999 was a 
state energy credit received from its HCO and CTI operations. The 1999 provision
also includes some unanticipated energy credits received in 1999 that relate to 
a prior period.                                                                 

Net income after tax decreased $168,000 or 41.1% to $241,000 from 1998's net    
income after tax of $409,000. This is a result from the factors affecting gross 
margin, as discussed earlier.                                                   

INFLATION                                                                       

The Company does not believe inflation has had a material impact on its results 
of operations for the periods presented.                                        

FACTORS AFFECTING FUTURE OPERATING RESULTS                                      

The Company's operating results have fluctuated in the past and may fluctuate   
significantly in the future. Short-term fluctuations in operating results may be
caused by a variety of factors, including the relatively high unit cost of the  
Company's motor coaches, the timing of orders from dealers, dealer cancellations
of orders, the repurchase of coaches from dealers, new product introductions,   
production delays and the timing of trade shows and rallies. Because the        
Company's gross profit is generally greater with respect to its more expensive  
coaches, changes in the product mix of coaches sold can affect the Company's    
operating results. Over longer periods, the cyclical nature of the recreational 
vehicle industry, changes in interest rates and changes in the level of         
discretionary consumer spending may also adversely affect the Company's results 
of operations. The impact of these and other factors on the Company's sales and 
operating results in any future period cannot be predicted with certainty, and  
the results for any prior period may not be indicative of results for any future
period.                                                                         

The Company believes that the high-line motor coach market is much less volatile
than the RV industry as a whole, and believes buyers purchasing high-line       
products are making lifestyle decisions largely independent of factors such as  
the state of the economy or interest rates. High-line coach sales increased     
every year beginning in 1989 until 1998, where there have been some fluctuations
from year to year through 2000. The sale of all Class A motor coaches have seen 
both increases and decreases during this period.                                

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LIQUIDITY AND CAPITAL RESOURCES                                                 

During 2000, net cash provided by operating activities was $4.3 million.        
Inventories decreased by approximately $6.6 million and receivables decreased   
by $7.2 million. This was offset primarily by a net loss of $5.4 million and    
an increase in deferred tax assets of $2.5 million. The Company utilized $1.1   
million in cash from investing activities.                                      

The Company maintains an operating line of credit of $8 million and a real      
estate term facility of $8 million. At December 31, 2000, the Company utilized  
$6.2 million of the operating line. There was approximately $7.3 million        
utilized of the real estate facility at December 31, 2000. Amounts outstanding  
under these lines of credit bear interest at a prime based rate (9.5% at        
December 31, 2000) and are secured by all assets not specifically identified in 
other financing obligations. At February 1, 2001, the operating line of credit  
increased to $10 million. The terms of the revolving credit and equipment       
financing agreements require compliance with certain financial and other        
covenants unless the Company receives consent from the lender. The covenants    
include restrictions relating to (1) mergers, consolidations and sale of assets,
(2) guarantees by the Company of debts or obligations of other persons or       
entities, (3) acquisition of the Company's own stock, and (4) declaring or      
paying dividends in cash, stock, or other property. The Company was in          
compliance with all covenants and agreements at December 31, 2000. The Company  
does not believe any of these covenants will have a material impact on the      
Company's ability to meet its cash obligations. See Notes 4 and 5 of Notes to   
Consolidated Financial Statements.                                              

The Company experienced a net loss of $5,363 in 2000 and cash flows from        
operations of $4,281. Despite the net loss for the year ended December 31, 2000,
the Company has been able to fulfill its capital expenditure and working capital
needs due in part to its ability to maintain adequate financing arrangements.   
The Company's revolving line of credit expires on December 31, 2001. The Company
estimates that cash flows generated from operations and borrowings pursuant to  
its revolving and real estate lines of credit will be sufficient to fund        
operations at the current and projected levels into 2002. If operations are not 
consistent with management's plan, there can be no assurance that the amounts   
available from such sources will be sufficient for the purposes described above.
In that event, or for other reasons, the Company may seek alternative financing 
arrangements. There can be no assurance that such sources of financing will be  
available if required or, if available, will be on terms satisfactory to the    
Company.                                                                        

Most dealer purchases of motor coaches from the Company are financed under      
flooring financing arrangements between the dealer and a bank or finance        
company. Under these flooring arrangements, the financing institution lends the 
dealer all or substantially all of the wholesale purchase price of a motor coach
and retains a security interest in the coach purchased. These financing         
arrangements provide that, for a period of time after a coach is financed       
(generally 12 to 18 months), if the dealer defaults on its payment or other     
obligations to the lender, the Company is obligated to repurchase the dealer's  
inventory for the amount then due from the dealer plus, in certain              
circumstances, costs incurred by the lender in connection with repossession of  
the inventory. The repurchase price may be more than the resale value of the    
coach. The Company's contingent liability under its                             

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repurchase obligations varies from time to time. As of December 31, 2000, the   
Company estimates its total contingent liability under repurchase obligations   
to be approximately $98.9 million. Included in this amount is approximately     
$2.0 million that is guaranteed by SMC in the event one particular dealer       
fails to repay the finance company from sales proceeds. To date, losses         
incurred by the Company pursuant to repurchase obligations have not been        
material. The Company cannot predict with certainty its future losses, if       
any, pursuant to repurchase obligations, and these amounts may vary             
materially from the expenditures historically made by the Company.              
Furthermore, even in circumstances where losses in connection with repurchase   
obligations are not material, a repurchase obligation can represent a           
significant cash requirement for the Company. See "Business -- Sales and        
Marketing" and Note 9 of Notes to Consolidated Financial Statements.            

RECENT ACCOUNTING PRONOUNCEMENTS                                                

In September 2000, the FASB issued SFAS No. 140, ACCOUNTING FOR TRANSFERS AND   
SERVICING OF FINANCIAL ASSETS AND EXTINGUISHMENTS OF LIABILITIES, A REPLACEMENT 
OF FASB STATEMENT NO. 125. This Statement replaces FASB Statement No. 125,      
ACCOUNTING FOR TRANSFERS AND SERVICING OF FINANCIAL ASSETS AND EXTINGUISHMENTS  
OF LIABILITIES. It revises the standards for accounting for securitizations and 
other transfers of financial assets and collateral and requires certain         
disclosures, but it carries over most of Statement 125's provisions without     
reconsideration. The Statement provides accounting and reporting standards for  
transfers and servicing of financial assets and extinguishments of liabilities. 
Those standards are based on consistent application of a FINANCIAL-COMPONENTS   
APPROACH that focuses on control. Under that approach, after a transfer of      
financial assets, an entity recognizes the financial and servicing assets it    
controls and the liabilities it has incurred, derecognizes financial assets when
control has been surrendered, and derecognizes liabilities when extinguished.   
This Statement provides consistent standards for distinguishing transfers of    
financial assets that are sales from transfers that are secured borrowings.     

SFAS No. 140 is effective for transfers and servicing of financial assets and   
extinguishments of liabilities occurring after March 31, 2001. It is effective  
for recognition and reclassification of collateral and for disclosures relating 
to securitization transactions and collateral for fiscal years ending after     
December 15, 2000. Disclosures about securitization and collateral accepted need
not be reported for periods ending on or before December 15, 2000, for which    
financial statements are presented for comparative purposes. The Company        
believes that the adoption of this statement will not have a material impact on 
the Company's consolidated financial statements.                                

In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin No. 101, "Revenue Recognition in Financial Statements" (SAB 101).      
SAB101 provides guidance on the recognition, presentation and disclosure of     
revenues in financial statements. The Company adopted SAB 101 as of December 31,
2000. The adoption did not have an effect on the previously reported quarterly  
financial results or the annual financial results, as the Company's revenue     
recognition policies were already consistent with SAB 101.                      

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In March 2000, the FASB issued FASB Interpretation No. 44, (FIN 44)             
"Accounting for Certain Transactions Involving Stock Compensation - an          
Interpretation of APB Opinion No. 25" which provides interpretive guidance on   
several implementation issues related to Accounting Principles Board Opinion    
No. 25 "Accounting for Stock Issued to Employees." FIN 44 is effective July     
1, 2000, but certain conclusions must be applied earlier. The adoption of FIN   
44 did not have a material impact on the Company's consolidated financial       
statements.                                                                     

The FASB has issued SFAS No. 137, "Accounting for Derivative Instruments and    
Hedging Activities - Deferral of the Effective Date of FASB Statement No. 133." 
This statement amends SFAS No. 133, "Accounting for fiscal quarters of all      
fiscal years beginning after June 15, 2000. SFAS No. 133 requires that every    
derivative instrument be recorded in the balance sheet as either an asset or    
liability measured at its fair value. The statement requires that changes in the
derivative's fair value be recognized in earnings unless specific hedge         
accounting criteria are met. The Company does not currently use derivative      
instruments and thus adoption of SFAS No. 133 did not have a material effect on 
the Company's consolidated financial statements.                                

The FASB has issued SFAS No. 138, "Accounting for Certain Derivative Instruments
and Certain Hedging Activities - an Amendment of FASB Statement No. 133." This  
statement amends SFAS No. 133 for specified transactions. SFAS No. 138 is       
effective concurrently with SFAS No. 133 if SFAS No. 133 is not adopted prior to
June 15, 2000. If SFAS No. 133 is adopted prior to June 15, 2000, SFAS No. 138  
is effective for quarters beginning after June 15, 2000. The Company believes   
that the effect of adoption of SFAS No. 138 will not have a material effect on  
the Company's consolidated financial statements.                                

ITEM 7(a). QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK           

Not applicable.                                                                 

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                            

The financial statements and supplementary data required by this item are       
included on pages F-1 to F-18 of this report.                                   

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND         
FINANCIAL DISCLOSURE                                            

Not applicable.                                                                 

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PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT                     

The following table sets forth certain information with respect to the executive
officers of the Company as of March 15, 2001:                                   

                                                                [Download Table]


NAME                          AGE       POSITION                             
----                          ---       --------                             
                                                                             
Mathew M. Perlot              64        Chairman of the Board                

Curtis W. Lawler              79        Chief Executive Officer              

Michael R. Jacque             43        President and Chief Operating Officer

William L. Rich               46        Vice President of Finance and        
                                        Chief Financial Officer              

Steven D. Bettis              37        Vice President of Operations - East  

L. Michael Cary               58        Vice President of Operations - West  


MATHEW M. PERLOT co-founded the Company in November 1986 and has served as Chief
Executive Officer and Chairman of the Board since that time. In early 2001, Mr. 
Perlot retired as Chief Executive Officer. Mr. Perlot also served as President  
until May of 1997. Mr. Perlot served as Director of Sales and Marketing for     
Monaco Coach Corporation from 1982 to 1985 and for Beaver Coaches, Inc. from    
1985 to 1987. Mr. Perlot also served as President of RV Marketing, Inc. from    
1980 to 1987. Mr. Perlot is married to Connie M. Perlot, a director and         
Secretary-Treasurer of the Company.                                             

CURTIS W. LAWLER began to serve as the Chief Executive Officer upon Mr. Perlot's
retirement, in addition to being a director of the Company. Mr. Lawler's most   
recent positions with the Company were Vice President of the Company and General
Manager - Beaver Motor Coaches, Inc. Mr. Lawler co-founded the Company in 1986  
and has been employed by the Company in various capacities since 1987.          

MICHAEL R. JACQUE joined the Company as President in June 1999. Prior to joining
the Company, Mr. Jacque served, concurrently, as the President and a major      
shareholder of Marathon Coach, Incorporated, the largest bus converter in the   
U.S., from 1988-1993 and as General Manager at Guaranty RV, one of the largest  
single point RV dealers in the United States between 1980 and 1995. Mr. Jacque  
graduated summa cum laude with a B.A. in Psychology from the University of      
Oregon. He completed the requirements for a law degree from the University of   
Oregon Law school and received his J.D. in May 2000.                            

WILLIAM L. RICH joined the Company as Vice President of Finance and Chief       
Financial Officer in November 1998. Prior to joining the Company, Mr. Rich      
served as Vice President of Finance and Administration at Marus Dental          
International, a subsidiary of the Henry Schein Corporation. Prior to that, Mr. 
Rich held senior financial positions at manufacturing companies                 

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in the Midwest. Mr. Rich obtained his B.S. degree in Business from Miami        
University (Ohio) and MBA from the University of North Texas. Mr. Rich is a     
CPA and CMA.                                                                    

STEVEN D. BETTIS joined the company in October 1992. Prior to his current       
position as Vice President of Operations - East, Mr. Bettis served as General   
Manager of Beaver from September 1997 to February 2001. In addition, Mr. Bettis 
served as General Manager of Electronic Design and Assembly from its startup in 
January 1996 to September 1997. Prior to ED&A, Mr. Bettis served as Engineering 
Manager for Beaver Motor Coaches and in engineering positions for Safari Motor  
Coaches. Before joining SMC, Mr. Bettis served as an electronics technician and 
supervisor in the US Air Force from 1984 to 1992.                               

L. MICHAEL CARY joined the company in August 1988. He became Vice President     
- Operations and Chief Operating Officer in January 1989. He separated from SMC 
in 1997 and rejoined the Company in February, 2001 to serve as Vice President of
Operations-West. From 1976 to 1988, Mr. Cary served as Controller of            
Nicolai/Morgan Products, Inc., a door and wood products manufacturing firm.     
Prior to 1976, he served in the Air Force as a Logistics Auditor and Finance    
Officer. Mr. Cary holds a Bachelors degree in Business Administration from the  
University of Portland and a Masters degree in Logistics Management from the Air
Force Institute of Technology. He currently serves on the National Alumni Board 
for the University of Portland.                                                 

Information with respect to directors of the Company will be included under     
"Election of Directors" in the Company's definitive proxy statement for its 2001
annual meeting of shareholders (the "2001 Proxy Statement") to be filed not     
later than 120 days after the end of the fiscal year covered by this Report and 
is incorporated herein by reference.                                            

ITEM 11. EXECUTIVE COMPENSATION                                                 

Information with respect to executive compensation will be included under       
"Executive Compensation" in the Company's 2001 Proxy Statement and is           
incorporated herein by reference.                                               

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT         

Information with respect to security ownership of certain beneficial owners and 
management will be included under "Security Ownership of Certain Beneficial     
Owners and Management" in the Company's 2001 Proxy Statement and is incorporated
herein by reference.                                                            

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                         

Information with respect to certain relationships and related transactions with 
management will be included under "Certain Transactions" in the Company's 2001  
Proxy Statement and is incorporated herein by reference.                        

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 PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K       

                                                                [Download Table]


(a)(1)  FINANCIAL STATEMENTS                                    PAGE IN THIS REPORT
                                                                -------------------
                                                                                   
            Report of Independent Accountants                           F-1        

            Consolidated Balance Sheet at December 31, 1999                        
               and 2000                                                 F-2        

            Consolidated Statement of Operations for the Years                     
            Ended December 31, 1998, 1999 and 2000                      F-3        

            Consolidated Statement of Changes in Shareholders'                     
            Equity for the Years Ended December 31, 1998, 1999                     
               and 2000                                                 F-4        

            Consolidated Statement of Cash Flows for the Years                     
            Ended December 31, 1998, 1999 and 2000                      F-5        

            Notes to Consolidated Financial Statements                  F-6        

(a)(2)       FINANCIAL STATEMENT SCHEDULES - NONE                               

(a)(3)       EXHIBITS                                                           

                                                                [Download Table]
                                                              

3.1      Restated Articles of Incorporation; incorporated by  
         reference to Exhibit 3.1 to the 1995 Form S-1        

3.2      Restated Bylaws; incorporated by reference to Exhibit
         3.2 to the Registrant's Annual Report on Form 10-K   
         for the year ended December 31, 1994                 

4.1      See Articles II and V of Exhibit 3.1 and Articles I  
         and VI of Exhibit 3.2                                

*10.1    1994 Stock Incentive Plan, as amended; incorporated  
         by reference to Exhibit 10.1 to the Registrant's     
         Annual Report on Form 10-K for the year ended        
         December 31, 1994                                    

10.2     Stock Purchase Agreement dated March 28, 1988 among  
         Curtis Lawler and Sandra Lawler, Mathew M. Perlot and
         the Registrant; incorporated by reference to Exhibit 
         10.2 to the 1995 Form S-1                            

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10.3     Manufacturer Agreement dated June 24, 1987 between   
         General Electric Credit Corporation and the          
         Registrant; incorporated by reference to Exhibit 10.7
         to the 1995 Form S-1                                 

10.4     Repurchase Agreement dated November 30, 1993 between 
         the Registrant and General Motors Acceptance         
         Corporation; incorporated by reference to Exhibit    
         10.9 to the 1995 Form S-1                            

+10.5    Floorplan Agreement dated April 14, 1994 between ITT 
         Commercial Finance Corp. and the Registrant, and     
         amendment and amendment letters thereto; incorporated
         by reference to Exhibit 10.10 to the 1995 Form S-1   

10.6     Lease Assignment and Assumption Agreement dated June 
         1994 between Beaver Coaches, Inc. and Beaver Motor   
         Coaches, L.L.C., with Lease dated May 15, 1989 by and
         between Frank Storch and James Hogue, dba S&H        
         Associates, and Beaver Coaches, Inc., and amendments 
         thereto; incorporated by reference to Exhibit 10.11  
         to the 1995 Form S-1                                 

*10.7    Retirement Agreement and Mutual Release of Claims    
         between the Registrant and Mathew M. Perlot dated    
         February 23, 2001                                    

*10.8    Retirement Agreement between the Registrant and      
         Curtis Lawler dated February 23, 2001                

 21.1    Subsidiaries of the Company                          

 23.1    Consent of PricewaterhouseCoopers LLP                

----------------                                                                
*  This exhibit constitutes a management contract or compensatory plan or       
arrangement.                                                              

+  Confidential treatment has been granted by the Commission for certain        
portions of this agreement.                                               

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(b)REPORTS ON FORM 8-K.                                                         

The Company filed a report under Item 5 on Form 8-K on January 10, 2001.        

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REPORT OF INDEPENDENT ACCOUNTANTS   

To the Board of Directors and Shareholders of                                   
SMC Corporation                                                                 

In our opinion, the accompanying consolidated balance sheets and the related    
consolidated statements of operations, of changes in shareholders' equity and of
cash flows present fairly, in all material respects, the financial position of  
SMC Corporation and its subsidiaries at December 31, 2000 and 1999, and the     
results of their operations and their cash flows for each of the three years in 
the period ended December 31, 2000, in conformity with accounting principles    
generally accepted in the United States of America. These financial statements  
are the responsibility of the Company's management; our responsibility is to    
express an opinion on these financial statements based on our audits. We        
conducted our audits of these statements in accordance with auditing standards  
generally accepted in the United States of America which 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, assessing the accounting principles used and significant estimates  
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.          

PRICEWATERHOUSECOOPERS LLP                                                      

Portland, Oregon                                                                
March 2, 2001                                                                   

F-1 

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SMC CORPORATION                                                                 
CONSOLIDATED BALANCE SHEET                                                      
(IN THOUSANDS)                                                                  

                                                        [Enlarge/Download Table]


                                                                             DECEMBER 31,         
                                                                           1999             2000  
                                                                           ----             ----  
                                                                                                  
ASSETS                                                                                            

Current assets:                                                                                   
   Cash and cash equivalents                                       $          26     $         119
   Accounts receivable, net (Note 1)                                      15,056             7,832
   Tax refund receivable                                                       -             1,169
   Inventories (Notes 1 and 2)                                            41,703            35,151
   Prepaid expenses and other                                                292               666
   Deferred tax asset (Note 6)                                             2,627             4,734
                                                                   -------------     -------------

      Total current assets                                                59,704            49,671

Property, plant and equipment, net (Notes 1 and 3)                        13,978            12,827
Intangible assets, net                                                     1,756             1,569
Deferred tax asset (Note 6)                                                   43               405
Other assets                                                                 188               169
                                                                   -------------     -------------
      Total assets                                                 $      75,669     $      64,641
                                                                   =============     =============

LIABILITIES AND SHAREHOLDERS' EQUITY                                                              
Current liabilities:                                                                              
   Notes payable (Note 4)                                          $       9,464     $       6,511
   Current portion of long-term debt (Note 5)                                364               407
   Accounts payable                                                       22,969            22,253
   Income taxes payable (Note 6)                                             700                 -
   Product warranty liabilities                                            3,481             4,026
   Current portion of capital lease obligation (Note 8)                       21                17
   Accrued liabilities                                                     7,128             5,417
                                                                   -------------     -------------
      Total current liabilities                                           44,127            38,631

Long-term debt, net of current portion (Note 5)                            8,646             8,613
Capital lease obligation, less current portion (Note 8)                       17                 -
                                                                   -------------     -------------
      Total liabilities                                                   52,790            47,244
                                                                   -------------     -------------

Commitments and contingencies (Notes 7 and 9)                                                     

Shareholders' equity:                                                                             
   Preferred stock, 5,000 shares authorized, none issued or                                       
     outstanding (Note 11)                                                     -                 -
   Common stock, 30,000 shares authorized, 5,780 and 5,745 shares                                 
     issued and outstanding, respectively (Note 10)                        9,033             8,914
   Additional paid-in capital (Note 10)                                    1,472             1,472
   Retained earnings (Note 10)                                            12,374             7,011
                                                                   -------------     -------------
      Total shareholders' equity                                          22,879            17,397
                                                                   -------------     -------------
   Total liabilities and shareholders' equity                       $     75,669     $      64,641
                                                                    ============     =============

F-2 

The accompanying notes are an integral part of this financial statement.  

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SMC CORPORATION                                                                 
CONSOLIDATED STATEMENT OF OPERATIONS                                            
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)                                        

                                                        [Enlarge/Download Table]


                                                          YEAR ENDED DECEMBER 31,               
                                                   1998               1999           2000       
                                                   ----               ----           ----       
                                                                                                
Sales                                          $     217,485   $     215,540    $     190,701   

Cost of sales                                        195,405         194,127          175,720   
                                               -------------   -------------     ------------   
    Gross profit                                      22,080          21,413           14,981   

Selling, general and administrative expenses          17,610          18,099           18,175   
Litigation and settlement costs                        2,849           2,808            2,845   
                                               -------------     -----------      -----------   
Income (loss) from operations                          1,621             506           (6,039)  
Interest expense                                         813           1,538            1,948   
Other (income) expense, net                              127          (1,383)             949   
                                               -------------   --------------   -------------   

Income (loss) before taxes                               681             351           (8,936)  

Provision (benefit) for income taxes (Note 6)            272             110           (3,573)  
                                               -------------   -------------    --------------  
Net income (loss)                              $         409   $         241    $      (5,363)  
                                               =============   =============    ==============  
Net income (loss) per share - basic            $         .06   $         .04    $        (.93)  
                                               =============   =============    ==============  
Net income (loss) per share - diluted          $         .06   $         .04    $        (.93)  
                                               =============   =============    ==============  
Weighted average number of shares - basic              6,429           5,825            5,767   
                                               =============   =============    ================
Weighted average number of shares - diluted            6,429           5,825            5,767   
                                               =============   =============    ================

F-3 

The accompanying notes are an integral part of this financial statement.  

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SMC CORPORATION                                                                 
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY                       
(IN THOUSANDS)                                                                  

                                                        [Enlarge/Download Table]


                                                            ADDITIONAL                              
                                  COMMON STOCK                PAID-IN       RETAINED                
                              SHARES         AMOUNT           CAPITAL       EARNINGS       TOTAL    
                             --------        ------         -----------     --------    ----------- 
                                                                                                    

Balance, December 31, 1997      6,343         $   10,810   $    1,488    $   11,995     $     24,293
Net Income                          -                 -              -          409              409
Common stock issued upon                                                                            
  exercise of options             252              1,954            -             -            1,954
Stock repurchase (Note 10)       (705)            (3,160)         (16)         (271)         (3,447)
                            ----------       ------------  -----------   -----------  --------------
Balance, December 31, 1998      5,890             9,604         1,472        12,133          23,209 
                            ----------       ------------  -----------   -----------  --------------
Net Income                           -                -             -           241             241 
Stock repurchase (Note 10)       (110)             (571)            -             -            (571)
                            ----------       ------------  -----------   -----------  --------------
Balance, December 31, 1999      5,780              9,033        1,472        12,374           22,879
                            ----------       ------------  -----------   -----------  --------------
Net Loss                                                                     (5,363)         (5,363)
Stock repurchase (Note 10)       (35)              (119)           -             -             (119)
                            ----------       ------------  -----------   -----------  --------------
Balance, December 31, 2000      5,745         $    8,914   $     1,472   $    7,011     $    17,397 
                            ==========       ============  ===========   ===========  ==============

F-4 

The accompanying notes are an integral part of this financial statement.  

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SMC CORPORATION                                                                 
CONSOLIDATED STATEMENT OF CASH FLOWS                                            
(IN THOUSANDS)                                                                  

                                                        [Enlarge/Download Table]


                                                                                 YEAR ENDED DECEMBER 31,           
                                                                          1998              1999            2000   
                                                                      ------------      ------------    -----------
                                                                                                                   
Cash flows from operating activities:                                                                              
 Net income (loss)                                                    $     409         $     241       $  (5,363) 
 Adjustments to reconcile net income (loss) to net cash provided                                                   
   by (used in) operating activities:                                                                              
    Depreciation and amortization                                         2,133            2,081           2,094   
    Deferred taxes                                                         (163)            (454)         (2,469)  
    (Gain) loss on asset dispositions                                         2           (1,450)            349   
    Litigation and settlement costs                                       1,070             (191)             73   
    Changes in certain assets and liabilities                                                                      
       Accounts receivable                                                 (460)          (2,199)          7,224   
       Tax refund receivable                                                  -                -          (1,169)  
       Inventories                                                       (3,677)         (14,988)          6,552   
       Prepaid expenses and other                                          (718)           1,135            (374)  
       Other assets                                                         (27)            (114)             19   
       Accounts payable                                                   7,447           (1,820)           (716)  
       Income taxes payable                                                (405)             700            (700)  
       Accrued liabilities and other obligations                          1,167               69          (1,239)  
                                                                  -------------    -------------   --------------  
Net cash provided by (used in) operating activities                       6,778          (16,990)          4,281   
                                                                  -------------    --------------  -------------   

Cash flows from investing activities:                                                                              
    Capital expenditures                                                 (3,952)            (734)         (2,260)  
    Proceeds from disposal of equipment                                      38            5,758           1,155   
    Lease abatement                                                           -            1,104               -   
                                                                  -------------    -------------   -------------   
Net cash provided by (used in) investing activities                      (3,914)           6,128          (1,105)  
                                                                  -------------    -------------   --------------  

Cash flows from financing activities:                                                                              
    Net borrowings (repayments) on notes payable                         (1,695)           9,464          (2,953)  
    Proceeds from long-term debt                                          4,522            3,216           1,370   
    Repayments of long-term debt                                         (2,973)          (2,512)         (1,360)  
    Principal payments on capital lease obligation                          (18)             (19)            (21)  
    Repurchase of capital stock (Note 10)                                (3,447)            (571)           (119)  
    Proceeds from issuance of common stock                                1,954                -               -   
                                                                  -------------    -------------   -------------   
Net cash provided by (used in) financing activities                      (1,657)           9,578          (3,083)  
                                                                  --------------   -------------   --------------  
Net increase (decrease) in cash and cash equivalents                      1,207           (1,284)             93   
Cash and cash equivalents, beginning of year                                103            1,310              26   
                                                                  -------------    -------------   -------------   
Cash and cash equivalents, end of year                            $       1,310    $          26   $         119   
                                                                  =============    =============   =============   
Supplemental disclosure of cash flow information:                                                                  
 Cash paid during the period for:                                                                                  
    Interest                                                      $         687    $       1,504   $       1,850   
    Income taxes                                                  $       1,725    $      (1,033)  $         660   

F-5 

The accompanying notes are an integral part of this financial statement.  

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SMC CORPORATION                                                                 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                      

1.   NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES          

NATURE OF BUSINESS                                                    

   SMC Corporation, an Oregon corporation, and its wholly owned subsidiaries
   (collectively, the "Company") design, manufacture, and market Class A and
  Class C motor coaches sold primarily to dealers which are independent of
the Company throughout the United States and Canada.                  

BASIS OF CONSOLIDATION                                                

    The accompanying consolidated financial statements include the accounts of
 SMC Corporation and the following seven wholly owned subsidiaries which
  operate under the control of SMC Corporation: Safari Motor Coaches, Inc.
  ("Safari"), Beaver Motor Coaches, Inc. ("Beaver"), Magnum Manufacturing,
   Inc. ("Magnum"), Electronic Design and Assembly, Inc. ("ED&A"), Composite
    Technologies, Inc. ("CTI"), Safari FSC Ltd., and Harney County Operations,
Inc. ("HCO"). Safari, Beaver, and HCO purchase motor coach chassis and
     other components used in the manufacture of finished motor coaches from the
 other subsidiaries. All significant intercompany transactions have been
eliminated for purposes of presentation of the consolidated financial 
statements of SMC Corporation.                                        

REPORTING PERIODS                                                     

The Company reports its annual results of operations on the basis of  
    52-week periods ending December 31 and its quarterly results of operations
     on the basis of 13-week periods ending on the Saturday nearest the calendar
month end. For presentation purposes, the Company has indicated its   
quarters as ending March 31, June 30, September 30, and December 31.  

CASH AND CASH EQUIVALENTS                                             

Cash and cash equivalents consist of demand deposits with financial   
institutions. The Company considers all highly liquid short-term      
 investments with original maturities of three months or less to be cash
     equivalents for purposes of the consolidated balance sheet and consolidated
   statement of cash flows. Noncash transactions have been excluded from the
consolidated statement of cash flows.                                 

ACCOUNTS RECEIVABLE                                                   

Accounts receivable are net of an allowance for doubtful accounts of  
$55,000 and $89,000 at December 31, 1999 and 2000, respectively.      

INVENTORIES                                                           

     Inventories are stated at the lower of cost or market, with cost determined
   by the first-in, first-out method for raw materials, work-in-progress and
   finished goods and by the specific cost method for chassis. Cost includes
the purchase price of raw materials, direct labor and an allocation of
 overhead costs. Raw materials inventory consists of component parts and
motor coach chassis.                                                  

PROPERTY, PLANT AND EQUIPMENT                                         

   Property, plant and equipment are stated at cost. Additions, renewals and
 betterments are capitalized. Expenditures for maintenance, repairs, and
minor renewals and betterments are charged to expense. Gains or losses
realized from sales or retirements are reflected in earnings. Gains of
 $2,000 and $1,450,000 were recorded during the years ended December 31,
  1998, and 1999 respectively, and losses of $349,000 were recorded during
the year 2000. Depreciation and amortization are provided using the   
   straight-line method over the estimated useful lives of 15 years for land
  improvements, 20 to 30 years for buildings and improvements, and 5 to 12
years for machinery and equipment.                                    

INTANGIBLE ASSETS                                                     

    Costs in excess of the fair value of the assets of Beaver acquired in 1994
  consists primarily of product trade names, which are amortized using the
straight-line method over 15 years. Amortization expense for the years
ended December 31, 1998, 1999 and 2000 was $186,000 in each year.     
     Accumulated amortization was $1,227,000 and $1,041,000 at December 31, 2000
and 1999, respectively.                                               

F-6 

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SMC CORPORATION                                                                 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                      

1.   NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES          
(Continued)                                                           

IMPAIRMENT OF LONG-LIVED ASSETS                                       

Periodically, the Company reviews the recoverability of its long-lived
 assets based on estimated undiscounted future cash flows from operating
     activities compared with the carrying value of the assets. If the aggregate
   future cash flows are less than the carrying value, a write-down would be
 required, measured by the difference between the discounted future cash
flows and the carrying value of the assets.                           

FINANCIAL INSTRUMENTS                                                 

     The Company estimates the fair value of its monetary assets and liabilities
based upon the existing interest rates related to such assets and     
liabilities compared to the current market rates of interest for      
instruments of a similar nature and degree of risk. Cash and cash     
    equivalents, and notes payable to banks approximate fair value as reported
 in the consolidated balance sheet due to the short-term nature of these
     instruments. The fair value of long-term debt is estimated using discounted
    cash flow analyses, based on the Company's incremental borrowing rates for
  similar types of borrowing arrangements. The fair value of the Company's
long-term debt at December 31, 1999 and 2000 approximates the carrying
value. The Company records all other financial instruments, including 
accounts receivable and accounts payable, at cost, which approximates 
market value because of the short maturity of these instruments.      

REVENUE RECOGNITION                                                   

  The Company recognizes revenue from the sale of motor coaches when title
     and risk of ownership are transferred to the dealer, which is upon shipment
or dealer pick-up. Motor coaches are shipped to dealers only upon     
 verification of dealer financing from the finance company providing the
motor coach financing. Finance companies remit funds directly to the  
     Company upon receipt of the manufacturer's certificate of origin, generally
 within 10 days after shipment. A dealer may be invoiced for and receive
    title to motor coaches prior to taking physical possession when the dealer
  has made a fixed, written commitment to purchase, the motor coaches have
  been completed and are available for pick-up or delivery, and the dealer
  has requested in writing the Company to hold the motor coaches until the
    dealer determines the most economical means of taking physical possession.
Upon such a request, the Company has no further obligation except to  
   segregate the motor coaches, invoice them under normal billing and credit
terms and hold them for a short period of time as is customary in the 
   industry, generally less than two weeks, until pick-up or delivery. Motor
coaches are built to dealer specification and no right of return or   
   exchange privileges are generally granted. Where circumstances warrant, a
provision for sales allowances or returns is recorded.                

   Sales and the percentage of total sales made to dealers representing more
than 10% of consolidated sales in any of the following periods were as
     follows (dollar amounts in thousands); (n/a means sales did not meet levels
requiring disclosure):                                                

                                                                [Download Table]


                                 YEAR ENDED DECEMBER 31,                
                             1998                    1999       2000    
                             ----                    ----       ----    
                                                                        
Dealer 1                     n/a                     n/a    $36,567  19%
Dealer 2 (See Note 9)  $29,546  14%           $26,242  12%  $25,211  13%
Dealer 3                     n/a                     n/a    $21,866  11%

 F-7

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SMC CORPORATION                                                                 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                      

1.   NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES          
(Continued)                                                           

CERTAIN RISKS, UNCERTAINTIES AND CONCENTRATION OF CREDIT RISK         
The preparation of financial statements in conformity with generally  
  accepted accounting principles 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 financial
 statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from these estimates.   

    The Company has a concentration of credit risk in the recreational vehicle
   industry, and specifically related to amounts outstanding at any point in
     time in accounts receivable and/or under repurchase agreements (see Note 9)
with any specific dealership to which it has sold motor coaches. The  
     Company requires no collateral from its dealers upon sale of a motor coach,
  and most dealer financing arrangements provide for repurchase agreements
  which require the Company to repurchase previously sold motor coaches in
the event of the dealer's default on its financing arrangement.       

PRODUCT WARRANTY                                                      

  The Company provides a one year warranty against defects in material and
    workmanship to dealers and purchasers of motor coaches and a similar three
   year warranty for chassis manufactured by the Company. Certain components
    used in the manufacture of the Company's motor coaches carry warranties of
   other manufacturers. Estimated warranty costs are reserved at the time of
sale of the warranted products.                                       

INCOME TAXES                                                          

  The Company accounts for income taxes under the liability method, as set
   forth in Statement of Financial Accounting Standards No. 109, "Accounting
 for Income Taxes," (SFAS No. 109). Under the liability method, deferred
taxes are determined based upon the difference between the financial  
   statement and tax bases of assets and liabilities at enacted tax rates in
effect in the years in which the differences are expected to reverse. 
Deferred tax expense represents the change in the deferred tax        
asset/liability balance. A valuation allowance is established for net 
deferred tax assets if their realization is not likely.               

COMPREHENSIVE INCOME                                                  

  The Company adopted SFAS No. 130, "Reporting Comprehensive Income" as of
January 1, 1998. Comprehensive income is equal to net income for all  
periods presented.                                                    

RECLASSIFICATIONS                                                     

     Certain prior year amounts have been reclassified to conform to the current
year presentation. These changes had no impact on previously reported 
results of operations or shareholders' equity.                        

SEGMENT DISCLOSURE                                                    

  The Company complies with segment reporting as set forth in Statement of
 Financial Accounting Standards No.131,"Disclosures about Segments of an
Enterprise and Related Information," (SFAS No. 131) effective December
     1998. Under this statement, the Company employs the aggregation criteria of
this standard.                                                        

F-8 

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SMC CORPORATION                                                                 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                      

1.   NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES          
(Continued)                                                           

EARNINGS PER SHARE                                                    

Diluted EPS is calculated by dividing net income by the total of the  
    weighted average actual shares outstanding for each period plus the number
  of shares calculated as having a dilutive impact, if any, related to the
  stock options under the Company's Stock Incentive Plan, and the warrants
issued in conjunction with the Company's initial public offering.     
     Previously reported amounts for primary EPS are the same as the diluted EPS
   amounts now reported. Basic EPS is computed by dividing the net income by
  the weighted average actual shares outstanding for each period presented
with no consideration as to the dilutive impact of the Company's      
  outstanding stock options or warrants. Diluted net loss per common share
 for 2000 has been computed by dividing net loss by the weighted-average
   number of common shares outstanding without an assumed increase in common
   shares outstanding for common stock equivalents as they are antidilutive.

RECENT ACCOUNTING PRONOUNCEMENTS                                      

   In September 2000, the FASB issued SFAS No. 140, ACCOUNTING FOR TRANSFERS
 AND SERVICING OF FINANCIAL ASSETS AND EXTINGUISHMENTS OF LIABILITIES, A
REPLACEMENT OF FASB STATEMENT NO. 125. This Statement replaces FASB   
Statement No. 125, ACCOUNTING FOR TRANSFERS AND SERVICING OF FINANCIAL
 ASSETS AND EXTINGUISHMENTS OF LIABILITIES. It revises the standards for
    accounting for securitizations and other transfers of financial assets and
  collateral and requires certain disclosures, but it carries over most of
    Statement 125's provisions without reconsideration. The Statement provides
     accounting and reporting standards for transfers and servicing of financial
 assets and extinguishments of liabilities. Those standards are based on
   consistent application of a FINANCIAL-COMPONENTS APPROACH that focuses on
control. Under that approach, after a transfer of financial assets, an
  entity recognizes the financial and servicing assets it controls and the
     liabilities it has incurred, derecognizes financial assets when control has
been surrendered, and derecognizes liabilities when extinguished. This
 Statement provides consistent standards for distinguishing transfers of
     financial assets that are sales from transfers that are secured borrowings.

   SFAS No. 140 is effective for transfers and servicing of financial assets
  and extinguishments of liabilities occurring after March 31, 2001. It is
effective for recognition and reclassification of collateral and for  
disclosures relating to securitization transactions and collateral for
fiscal years ending after December 15, 2000. Disclosures about        
 securitization and collateral accepted need not be reported for periods
   ending on or before December 15, 2000, for which financial statements are
    presented for comparative purposes. The Company believes that the adoption
of this statement will not have a material impact on the Company's    
consolidated financial statements.                                    

In December 1999, the Securities and Exchange Commission issued Staff 
    Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements"
  (SAB 101). SAB101 provides guidance on the recognition, presentation and
     disclosure of revenues in financial statements. The Company adopted SAB 101
as of December 31, 2000. The adoption did not have an effect on the   
 previously reported quarterly financial results or the annual financial
results, as the Company's revenue recognition policies were already   
consistent with SAB 101.                                              

F-9 

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SMC CORPORATION                                                                 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                      

1.   NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES          
(Continued)                                                           

RECENT ACCOUNTING PRONOUNCEMENTS (continued)                          

In March 2000, the FASB issued FASB Interpretation No. 44, (FIN 44)   
"Accounting for Certain Transactions Involving Stock Compensation - an
    Interpretation of APB Opinion No. 25" which provides interpretive guidance
 on several implementation issues related to Accounting Principles Board
Opinion No. 25 "Accounting for Stock Issued to Employees." FIN 44 is  
  effective July 1, 2000, but certain conclusions must be applied earlier.
The adoption of FIN 44 did not have a material impact on the Company's
consolidated financial statements.                                    

  The FASB has issued SFAS No. 137, "Accounting for Derivative Instruments
   and Hedging Activities - Deferral of the Effective Date of FASB Statement
  No. 133." This statement amends SFAS No. 133, "Accounting for Derivative
     Instruments and Hedging Activities" to be effective for all fiscal quarters
  of all fiscal years beginning after June 15, 2000. SFAS No. 133 requires
     that every derivative instrument be recorded in the balance sheet as either
  an asset or liability measured at its fair value. The statement requires
that changes in the derivative's fair value be recognized in earnings 
 unless specific hedge accounting criteria are met. The Company does not
    currently use derivative instruments and thus adoption of SFAS No. 133 did
not have a material effect on the Company's consolidated financial    
statements.                                                           

The FASB has issued SFAS No. 138, "Accounting for Certain Derivative  
     Instruments and Certain Hedging Activities - an Amendment of FASB Statement
  No. 133." This statement amends SFAS No. 133 for specified transactions.
     SFAS No. 138 is effective concurrently with SFAS No. 133 if SFAS No. 133 is
 not adopted prior to June 15, 2000. If SFAS No. 133 is adopted prior to
    June 15, 2000, SFAS No. 138 is effective for quarters beginning after June
    15, 2000. The Company believes that the effect of adoption of SFAS No. 138
 will not have a material effect on the Company's consolidated financial
statements.                                                           

2.   INVENTORIES                                                                

Inventories by major classification are as follows (in thousands):    

                                                                [Download Table]


                                         DECEMBER 31,         
                                        1999             2000 
                                ----------------   ---------- 
                                                              
Raw materials                   $      15,506     $     11,916
Work-in-progress                       10,080            9,984
Finished goods                         16,117           13,251
                                -------------     ------------
Total                           $      41,703     $     35,151
                                =============     ============

F-10  

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SMC CORPORATION                                                                 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                      

3.    PROPERTY, PLANT AND EQUIPMENT                                             

  The components of property, plant and equipment are as follows (in
thousands):                                                             

                                                                [Download Table]


                                                 DECEMBER 31,          
                                            1999              2000     
                                       ------------- ------------------
                                                                       
Land and improvements                     $  3,624      $  3,642       
Buildings and improvements                  10,597        11,086       
Machinery and equipment                      7,787         8,312       
Construction in progress                       522           110       
                                          --------      --------       
                                            22,530        23,150       

Less accumulated depreciation               (8,552)      (10,323)      
                                          --------      --------       
Property, plant and equipment, net        $ 13,978      $ 12,827       
                                          ========      ========       

4.   NOTES PAYABLE                                                              

At December 31, 2000 the Company had a $8.0 million revolving line of 
 credit for working capital requirements. At February 1, 2001, this line
increased to $10.0 million. The available borrowings under the line of
credit are limited to 80% of eligible accounts receivable plus 90% of 
eligible finished goods inventory and 50% of eligible raw and work-in 
    progress inventory. As of December 31, 2000, the available amount was $1.8
     million. Outstanding borrowings under the line of credit are due on demand.
The line of credit is collateralized by accounts receivable, inventory
    (excluding chassis inventory purchased from third parties), and equipment.
  Further, the line of credit is cross-collateralized among the companies.

The terms of the respective credit agreements require compliance with 
    certain financial covenants, including working capital requirements. As of
    December 31, 2000, the Company was in compliance with all of its financial
covenants associated with its line of credit facilities and other bank
loans.                                                                

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SMC CORPORATION                                                                 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                      

5.   LONG-TERM DEBT                                                             

Long-term debt consists of the following:                   

                                                        [Enlarge/Download Table]


                                                                             DECEMBER 31,      
                                                                          1999           2000  
                                                                          ----           ----  
                                                                            (IN THOUSANDS)     
                                                                                               
 Bank loan collateralized by equipment, with monthly payments of $35,000                       
 including interest at 7.625%, with the balance due                                            
 December 31, 2002                                                        $ 1,131      $   813 

 Promissory note collateralized by a mortgage on the related property,                         
 with annual payments of $24,000 including interest at 6%, with the                            
 balance due no later than                                                                     
 January 15, 2007                                                             142          111 

 Real estate term debt, with a maximum amount of $8 million. Interest is                       
 prime (9.5%) as of December 31, 2000. This debt is amortized on a 10                          
 year term with a balloon payment of approximately $2.7 million payable                        
 on Oct 1,2009                                                              7,737        7,289 

 Capital lease collateralized by equipment, with monthly payments of                           
 $17,000, including interest at 9.5%. This lease was paid in full on                           
 January 4, 2001                                                               -          807  
                                                                          -------      ------- 
                                                                            9,010        9,020 
Less current portion of long-term debt                                      (364)         (407)
                                                                          -------      ------- 
Long-term debt less current portion                                       $ 8,646      $ 8,613 
                                                                          =======      ======= 

  The aggregate maturities of long-term debt for the next five years and
thereafter as of December 31, 2000 are $407,000, $625,000, $221,000,
$218,000, $21,000 and $7,528,000, respectively.                     

     Certain of the borrowings are subject to restrictive covenants, including
    working capital requirements, with which the Company is in compliance at
December 31, 2000. Other terms of the borrowings require the lending
bank's written consent prior to the issuance of any dividends.      

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SMC CORPORATION                                                                 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                      

6.   PROVISION FOR INCOME TAXES                                                 

    The provision for income taxes for the years ended December 31, 1998, 1999
and 2000 is as follows (in thousands):                                

                                                                [Download Table]


                           YEAR ENDED DECEMBER 31,                 
                     1998                 1999             2000    
                 ------------         ------------     ------------
                                                                   
Current:                                                           
   Federal       $      390           $      582       $      (931)
   State                 45                  (18)             (173)
                 ------------         ------------     ------------
                        435                  564            (1,104)
                 ------------         ------------     ------------
Deferred:                                                          
   Federal             (144)                (402)           (1,999)
   State                (19)                 (52)             (470)
                 ------------         ------------     ------------
                       (163)                (454)           (2,469)
                 ------------         ------------     ------------
                 $      272           $      110       $    (3,573)
                 ============         ============     ============

Deferred tax assets are comprised of the following components (in   
thousands):                                                                     

                                                                [Download Table]


                                                             DECEMBER 31,        
                                                        1999             2000    
                                                    ------------     ------------
                                                                                 
Current:                                                                         
   Vacation reserve                                 $       345      $      206  
   Accrued workers' compensation claim liabilities           77               -  
   Warranty reserves                                      1,648           2,077  
   Inventory reserves                                        32              56  
   Other liabilities                                        504             590  
   Accrued Bonus                                              -              58  
   Net operating loss generated in 2000                       -           1,713  
   Allowance for doubtful accounts                           21              34  
                                                    -----------      ----------  
                                                       $  2,627        $  4,734  
                                                    ===========      ==========  
Noncurrent:                                                                      
   Tax depreciation in excess of book depreciation     $     23        $    238  
   AMT credit                                                 -              80  
   Energy credit                                              -              68  
   Other                                                     20              19  
                                                    -----------      ----------  
                                                       $     43        $    405  
                                                    ===========      ==========  

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SMC CORPORATION                                                                 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                      

6.   PROVISION FOR INCOME TAXES (Continued)                                     

 The effective tax rate differs from the U.S. statutory federal tax rate
due to the following:                                                 

                                                                [Download Table]


                                             YEAR ENDED DECEMBER 31,           
                                      1998            1999             2000    
                                     -------         ------           -------  
                                                                               

Statutory federal tax rate            34.0 %           34.0 %            34.0 %
State taxes, net of federal benefit    4.0              3.0               6.4  
Nondeductible expenses                 5.0              8.9              (0.4) 
Other, net                            (3.0)           (14.6)             (0.1) 
                                     -----            -----              ----  
                                      40.0 %           31.3 %            39.9 %
                                     =====            =====              ====  

 The primary impact creating the lower rate in 1999 was a state energy
    credit received from its HCO and CTI operations. The 1999 provision also
      includes some unanticipated energy credits received in 1999 that relate to
a prior period.                                                     

7.    RELATED PARTIES                                                           

  In 1998, the Company began purchasing electronic parts from a supplier
 company that is owned by a principal related to an officer. The total
    amount of purchases for the years ended December 31, 1998, 1999 and 2000
was $449,000, $946,000 and $710,000 respectively.                   

     In 1998, as part of the Company's program to repurchase 800,000 shares of
stock, the Company repurchased 100,000 shares from an officer of the
   Company for $4.2375 per share. In 1999, another 100,000 shares of stock
were repurchased from an officer for $5.25 per share as part of this
     program. There were no further stock repurchases from an officer in 2000.
See Note 10 for further details.                                    

8.    LEASES                                                                    

     The Company is obligated under a capital lease for computer software that
      expires in September of 2001. At December 31, 1999 and 2000, the equipment
   under capital leases was $95,000 respectively. At December 31, 1999 and
   2000, accumulated amortization on this lease equipement was $76,000 and
$95,000 respectively.                                               

The Company also has noncancelable operating leases, primarily for  
facilities space, manufacturing equipment, telecommunications,      
      transportation equipment, and computer software and hardware, which expire
   over the next five years and thereafter. Rental expense under operating
leases was $944,000, $1,080,000, and $1,334,000 for the years ended 
December 31, 1998, 1999, and 2000, respectively.                    

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SMC CORPORATION                                                                 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                      

8.    LEASES (Continued)                                                        

  Future minimum lease payments under noncancelable operating leases and
future minimum capital lease payments as of December 31, 2000 are:  

                                                                [Download Table]


Year ending December 31:            Capital Lease  Operating Leases
------------------------            -------------  ----------------
                                                                   
2001                                  $    18,000     $   1,257,000
2002                                           --         1,120,000
2003                                           --           954,000
2004                                           --           858,000
2005                                           --           505,000
Thereafter                                     --         4,346,000
                                      -----------     -------------
Total minimum lease payments               18,000     $   9,040,000
                                                      =============
Less amount representing interest                                  
   (at 8.52%)                               1,000                  
                                      -----------                  
Minimum lease payments,                                            
   excluding interest                      17,000                  
Current installments of obligation                                 
   under capital lease                     17,000                  
                                      -----------                  
Obligation under capital lease                                     
   excluding current installments     $         -                  
                                      ===========                  

9.   COMMITMENTS AND CONTINGENCIES                                              

As is customary in the recreational vehicle industry, the Company is  
   contingently liable under the terms of repurchase agreements with finance
companies which provide secured inventory financing for dealers of the
    Company's products. These agreements require the Company to repurchase its
   products from the finance company in the event of a dealer's default. The
     contingent liability under these agreements approximates the sales price of
    the motor coaches, less principal payments made by the dealer. The Company
expects to resell any products repurchased to reduce any liabilities  
incurred. One significant dealer defaulted on its obligations in 2000 
     resulting in a potential repurchase of 44 units. Details of this event were
disclosed in the Company's Form 8-K report filed on January 10, 2001. 
     Although the Company was not required to repurchase the coaches at December
     31, 2000, a provision for sales returns of $3.3 million with a gross profit
impact of $800,000 was recorded for specific coaches estimated to be  
     repurchased. In 2001, additional buyers, both dealers and retail customers,
  were found for the coaches comprising the provision and consequently the
 provision was reversed in the first quarter of 2001. Thus, there was no
materially adverse impact of this event.                              

The risk of loss is spread over various dealers and finance companies.
 Total secured inventory financing obligations of the Company's dealers,
  for which the Company was contingently liable, were approximately $104.0
million and $98.9 million at December 31, 1999 and 2000, respectively.

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SMC CORPORATION                                                                 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                      

9.   COMMITMENTS AND CONTINGENCIES (Continued)                                  

     From time to time, the Company is involved in various customer complaints
      which arise in the ordinary course of business. The Company has vigorously
      defended itself against these complaints. For the years ended December 31,
     1998, 1999 and 2000, the Company recorded litigation and settlement costs
of $2,849,000, $2,808,000 and $2,845,000 respectively.              

     On March 7, 2001, a case involving certain employment practices was heard
 in the Federal District court in Eugene, Oregon. The case involved an
      alleged incidence of harassment by co-workers in 1997. Of the three counts
    filed by the plaintiff, the jury found in favor of the Company on two of
     the counts. On the third count that alleged the Company allowed a hostile
environment to exist, the jury found for the plaintiff and awarded  
  $100,000 and $1.0 million in punitive damages. The court, however, has
 not entered judgment for the plaintiff and the judge has undertaken a
  quite unusual action and invited the filing of motions for a new trial
and for the reduction in the amount of the judgment. The Company has
  filed such motions, but, although it is optimistic that the court will
 grant it some relief, there is no assurance the court will do so, and
    any relief granted by the court will likely be immediately appealable by
the plaintiff.                                                      

10.   COMMON STOCK MATTERS                                                      

    In conjunction with the Company's initial public offering on January 20,
    1995, a total of 125,000 warrants were issued to the Underwriters of the
     Offering. Such warrants entitle the holder to purchase an equal amount of
      shares of common stock of the Company anytime after January 20, 1996 until
  their expiration on January 20, 2000 at a price of $9.30 per share. No
     stock was purchased related to the warrants as of the date of this report
and these warrants expired in 2000.                                 

STOCK INCENTIVE PLAN                                                
      Effective October 20, 1994, the Company adopted a stock incentive plan for
    key employees and directors of the Company. In 1997, the shareholders of
   the Company voted to increase the number of shares authorized under the
     plan from 1.1 million to 1.4 million shares of common stock; accordingly,
these shares have been reserved by the Company. The stock options   
      generally become exercisable ratably over a period of three years from the
 date of grant at prices equal to the fair market value at the date of
      grant. The maximum option term is 10 years. The following table summarizes
option transactions under the plan:                                 

                                                                [Download Table]


                                      1998             1999             2000    
                                  -----------      -----------      ------------
                                                                                
SHARES SUBJECT TO OPTION:                                                       
Balance at January 1               937,785           928,500           823,500  
Options granted                    333,000           222,000           377,000  
Options exercised                 (252,285)                -                 -  
Options terminated                 (90,000)         (327,000)         (125,000) 
                                  -----------      -----------      ------------
Balance at December 31             928,500           823,500         1,075,500  
                                  ===========      ===========      ============
WEIGHTED AVERAGE OPTION                                                         
  PRICE IN DOLLARS:                                                             
At January 1                      $   7.84          $   8.23        $     7.18  
Options granted                       9.05              4.77              4.99  
Options exercised                     7.75                 -                 -  
Options terminated                    8.49              8.52              6.16  
At December 31                        8.23              7.18              6.53  

SHARES AVAILABLE FOR                                                            
GRANT AT DECEMBER 31:              208,651           313,651            61,651  


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SMC CORPORATION                                                                 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                      

10.   COMMON STOCK MATTERS (Continued)                                          

STOCK INCENTIVE PLAN (Continued)                                    

   The exercise prices of the 1,075,500 options granted as of December 31,
      2000 range between $3.813 and $9.375 and have a weighted average remaining
   contractual life of 6.8 years; 755,767 of the total options granted are
      fully vested, and therefore may be exercised, as of December 31, 2000 at a
weighted average exercise price of $7.25.                           

The Company applies ABP Opinion 25 and related Interpretations in   
  accounting for the stock incentive plan. Had compensation cost for the
     stock incentive plan been determined based on the fair value at the grant
dates for awards under the plan consistent with the method of FASB  
   Statement 123, "Accounting for Stock-Based Compensation," the Company's
      net income (loss) and income (loss) per share would have been as indicated
below:                                                              

PRO FORMA INFORMATION     
(in thousands, except per share amounts)    

                                                        [Enlarge/Download Table]


                                                         YEAR ENDED DECEMBER 31,           
                                                    1998          1999            2000     
                                                ----------     --------         --------   
                                                                                           
Net Income (Loss)                  As reported    $  409       $    241         $   (5,363)
                                   Pro Forma      $   14       $   (130)        $   (5,915)

Income (loss) per share - basic    As reported    $  .06       $    .04         $     (.93)
                                   Pro Forma      $    -       $   (.02)        $    (1.03)

Income (loss) per share - diluted  As reported    $  .06       $    .04         $     (.93)
                                   Pro Forma      $   -        $   (.02)        $    (1.03)
Weighted average fair value                                                                
 at date of grant                                 $ 7.56       $   3.89         $     3.55 

 The fair value of each option grant is estimated on the date of grant
using the Black-Scholes option pricing model with the following     
 weighted-average assumptions used for grants in 1998, 1999, and 2000:
  expected dividend yield 0.0% and expected life: 10 years. The expected
volatility was 72.11%, 71.23% and 76.59% for 1998, 1999 and 2000,   
    respectively. The risk-free interest rate used was 5.5%, 6.48% and 5.09%
    for 1998, 1999 and 2000, respectively. Results may not be representative
    of future years because options are generally granted on an annual basis
and vest over time.                                                 

STOCK REPURCHASE                                                    

   During 1998, the Company repurchased 50,000 of its common shares from a
      director of the Company. The shares were purchased subject to the terms of
    Stock Purchase Agreement between the Company and the director. Under the
terms of the agreement, the Company had first option to purchase the
      subject shares for two-thirds of the current market value. The shares were
      purchased for a price per share of $6.00, resulting in an overall purchase
price of $300,000. The shares have been returned and canceled.      

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SMC CORPORATION                                                                 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                      

10.   COMMON STOCK MATTERS AND EARNINGS PER SHARE (Continued)                   

STOCK REPURCHASE (Continued)                                        

    Pursuant to a board resolution, the Company authorized 800,000 shares of
  stock to be repurchased by the Company for the year ended December 31,
    1998. Under this program, 655,000 shares were repurchased at the average
price of $4.80, for an overall amount of $3,147,000. Continuing this
  program in 1999, the Company repurchased 109,500 shares at the average
    price of $5.22, for an overall amount of $571,000. In the year 2000, the
   Company repurchased 35,000 shares at the average price of $3.375 for an
     overall amount of $119,000. These shares have been returned and canceled.

11.   PREFERRED STOCK                                                           

    The Company has authorized 5,000,000 shares of Preferred Stock which may
  be issued from time to time in one or more series as authorized by the
     Company's Board of Directors. The Board of Directors, without any further
approval by the shareholders of the Company is authorized to fix the
dividend rights and terms, dividend rates, voting rights, terms of  
      redemption price, conversion rights and liquidation preferences related to
     the Preferred Stock. There have been no shares of Preferred Stock issued.

12.   INCENTIVE AND DEFERRED COMPENSATION PLANS                                 

    The Company has an incentive compensation plan for its key officers. The
   amounts charged to expense for the years ended December 31, 1998, 1999,
      and 2000 were $326,000, $15,000, and $150,000 respectively. The amount for
      the year 2000 was accrued at December 31,2000 and is payable approximately
two weeks after the filing of the Form 10K.                         

    The Company has established a joint 401(k) and Profit Sharing Plan which
   allows eligible employees to contribute up to 15% of their compensation
      annually. The plan allows for a Company matching percentage based upon the
    discretion of management. However, there were no contributions for 1998,
1999 and 2000. To date there have been no amounts contributed by the
  Company or its subsidiaries to the profit sharing element of the plan.

13.   LIQUIDITY AND FINANCING REQUIREMENTS                                      

    The Company experienced a net loss of $5,363 in 2000 and cash flows from
      operations of $4,281. Despite the net loss for the year ended December 31,
  2000, the Company has been able to fulfill its capital expenditure and
 working capital needs due in part to its ability to maintain adequate
     financing arrangements. The Company's revolving line of credit expires on
   December 31, 2001. The Company estimates that cash flows generated from
     operations and borrowings pursuant to its revolving and real estate lines
of credit will be sufficient to fund operations at the current and  
projected levels into 2002. If operations are not consistent with   
   management's plan, there can be no assurance that the amounts available
     from such sources will be sufficient for the purposes described above. In
that event, or for other reasons, the Company may seek alternative  
  financing arrangements. There can be no assurance that such sources of
      financing will be available if required or, if available, will be on terms
satisfactory to the Company.                                        

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SMC CORPORATION                                                                 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                      

14.   QUARTERLY FINANCIAL INFORMATION (UNAUDITED)                               

                                                        [Enlarge/Download Table]


                                            FIRST            SECOND            THIRD        FOURTH 
                                           QUARTER           QUARTER          QUARTER       QUARTER
                                           --------------------------------------------------------
                                              (In thousands, except per share amounts)             
                                                                                                   
YEAR ENDED DECEMBER 31, 1999:                                                                      
   Revenue                                $ 56,822        $ 53,794        $ 46,711        $ 58,213 
   Gross profit                              6,209           4,143           5,012           6,049 
   Net income (loss)                           108            (149)            130             152 
   Net income (loss) per share - basic         .02            (.03)            .02             .03 
   Net income (loss) per share - diluted       .02            (.03)            .02             .03 

YEAR ENDED DECEMBER 31, 2000:                                                                      
   Revenue                                $ 53,052        $ 45,425        $ 49,515        $ 42,709 
   Gross profit                              5,456             203           2,851           6,471 
   Net income (loss)                          (260)         (3,146)         (2,090)            133 
   Net income (loss) per share - basic        (.05)           (.54)           (.36)            .02 
   Net income (loss) per share - diluted      (.05)           (.54)           (.36)            .02 

15.   MARKET INFORMATION (UNAUDITED)                                            
     The Company's common stock is traded on the Nasdaq National Market System
  under the symbol SMCC. The following table sets forth the high and low
daily closing prices of the stock for each quarter of 1999 and 2000:

                                                                [Download Table]


                          1999                   2000        
                  HIGH          LOW      HIGH          LOW   
                --------      -------   -------       -------
                                                             
First Quarter    $ 6.750       $ 4.250  $ 4.625       $ 3.750

Second quarter     5.375         4.250    4.688         3.000

Third quarter      5.750         3.563    3.750         2.531

Fourth quarter     4.500         3.750    4.438         1.625

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SIGNATURES

       Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this report to 
be signed on its behalf by the undersigned, thereunto duly authorized.          

Date:  March 29, 2001              SMC CORPORATION            

                           By: WILLIAM L. RICH
                                          --------------------------
William L. Rich                                             
                                           Chief Financial Officer

         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf of
the registrant and in the following capacities on March 29, 2001.               

                                                        [Enlarge/Download Table]


                  Signature                        Title                                  
                  ---------                        -----                                  
                                                                                          
MATHEW M. PERLOT                              Chairman of the Board                       
--------------------------------------------                                              
Mathew M. Perlot                                                                          

CURTIS W. LAWLER                              Chief Executive Officer                     
--------------------------------------------                                              
Curtis W. Lawler                              (Principal Executive Officer)               

MICHAEL R. JACQUE                             President and Director                      
--------------------------------------------                                              
Michael R. Jacque                                                                         

WILLIAM L. RICH                               Chief Financial Officer                     
--------------------------------------------                                              
William L. Rich                               (Principal Financial and Accounting Officer)

CONNIE M. PERLOT                               Director                                   
--------------------------------------------                                              
Connie M. Perlot                                                                          

LAWRENCE S. BLACK                              Director                                   
--------------------------------------------                                              
Lawrence S. Black                                                                         

JIM L. TRAUGHBER                               Director                                   
--------------------------------------------                                              
Jim L. Traughber                                                                          

ALLAN L. CRISLER                               Director                                   
--------------------------------------------                                              
Alan L. Crisler                                                                           

32

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EXHIBIT INDEX   

                                                                [Download Table]


Exhibit                                                                      
No.            Description                                                   
---            -----------                                                   
                                                                             
      3.1      Restated Articles of Incorporation; incorporated by reference 
               to Exhibit 3.1 to the 1995 Form S-1                           

      3.2      Restated Bylaws; incorporated by reference to Exhibit 3.2 to  
               the Registrant's Annual Report on Form 10-K for the year ended
               December 31, 1994                                             

      4.1      See Articles II and V of Exhibit 3.1 and Articles I and VI of 
               Exhibit 3.2                                                   

      *10.1    1994 Stock Incentive Plan, as amended; incorporated by        
               reference to Exhibit 10.1 to the Registrant's Annual Report on
               Form 10-K for the year ended December 31, 1994                

      10.2     Stock Purchase Agreement dated March 28, 1988 among Curtis    
               Lawler and Sandra Lawler, Mathew M. Perlot and the Registrant;
               incorporated by reference to Exhibit 10.2 to the 1995 Form S-1

      10.3     Manufacturer Agreement dated June 24, 1987 between General    
               Electric Credit Corporation and the Registrant; incorporated  
               by reference to Exhibit 10.7 to the 1995 Form S-1             

      10.4     Repurchase Agreement dated November 30, 1993 between the      
               Registrant and General Motors Acceptance Corporation;         
               incorporated by reference to Exhibit 10.9 to the 1995 Form S-1

      +10.5    Floorplan Agreement dated April 14, 1994 between ITT          
               Commercial Finance Corp. and the Registrant, and amendment and
               amendment letters thereto; incorporated by reference to       
               Exhibit 10.10 to the 1995 Form S-1                            

      10.6     Lease Assignment and Assumption Agreement dated June 1994     
               between Beaver Coaches, Inc. and Beaver Motor Coaches, L.L.C.,
               with Lease dated May 15, 1989 by and between Frank Storch and 
               James Hogue, dba S&H Associates, and Beaver Coaches, Inc., and
               amendments thereto; incorporated by reference to Exhibit 10.11
               to the 1995 Form S-1                                          

      *10.7    Retirement Agreement and Mutual Release of Claims between the 
               Registrant and Mathew M. Perlot dated February 23, 2001       

      *10.8    Retirement Agreement between the Registrant and Curtis Lawler 
               dated February 23, 2001                                       

                                      33                                     

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      21.1     Subsidiaries of the Registrant                                

      23.1     Consent of PricewaterhouseCoopers LLP                         

----------------                                                             

*    This exhibit constitutes a management contract or compensatory plan or     
arrangement.                                                          

+    Confidential treatment has been granted by the Commission for certain      
portions of this agreement.                                           

34    

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-K’ Filing		Date		First		Last			Other Filings
		12/31/02		45
		12/31/01		26		51
Filed on:		4/2/01
		3/31/01		27		42			10-Q
		3/29/01		53
		3/15/01		1		29
		3/7/01		18		49
		3/2/01		34
		2/23/01		32		54
		2/1/01		26		44
		1/10/01		9		48			8-K
		1/4/01		45
For Period End:		12/31/00		1		52			10-K/A
		12/15/00		27		42
		7/1/00		28		43
		6/15/00		28		43
		1/20/00		49
		12/31/99		8		52			10-K
		12/31/98		8		51			10-K
		1/1/98		41
		1/20/96		49
		1/20/95		19		49
		12/31/94		31		54
		10/20/94		49
		4/14/94		32		54
		11/30/93		32		54
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