SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





Form
10-Q





(Mark
one)


xQUARTERLY REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the
quarterly period ended March 31, 2009.


OR





o 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 1-7160












COACHMEN
      INDUSTRIES, INC.(Exact
      name of registrant as specified in its charter)





Indiana
            
            35-1101097(State of incorporation or
      organization)
            
            (IRS
      Employer Identification No.)




2831
      Dexter Drive, Elkhart, Indiana
            
            46514(Address
      of principal executive offices)
            
            (Zip
      Code)





Registrant's
      telephone number, including area code:
            
            (574)
      266-2500




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 o





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definition of “large accelerated filer”, “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.




Large
      accelerated filer  ̈
            
            Accelerated
      filer  ̈
            
            Non-accelerated
      filer  ̈
            
            Smaller
      reporting company x





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes o No x





Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date:





Number of
shares of Common Stock, without par value, outstanding as of the close of
business on April 30, 2009:  16,283,170





FORM
      10-QINDEXPart I. Financial
    Information
                    PageFinancial
      Statements:Consolidated Balance Sheets at March 31, 2009 and December 31,
      2008
                    3Consolidated Statements of Operations for the three
      months ended March 31, 2009 and 2008
                    4Consolidated Statements of Cash Flows for the three
      months ended March 31, 2009 and 2008
                    5Notes to Consolidated Financial
    Statements
                    6-14Management’s Discussion and Analysis of Financial Condition
      and Results of Operations
                    15-21Quantitative and Qualitative Disclosures About Market
      Risk
                    22Controls and Procedures
                    22Part II. Other InformationItem 6. Exhibits
                    23Signatures
                    24Index to Exhibits
                    25




- 2-




Coachmen Industries, Inc. and Subsidiaries


Consolidated
Balance Sheets


(in
thousands)





March
      31,
                                  
                                  
                                  December
      31,2009
                                  
                                  
                                  2008Assets
                                  
                                  (Unaudited)CURRENT
      ASSETSCash
      and cash equivalents
                                  
                                  $
                                  2,429
                                  
                                  
                                  $
                                  15,745Restricted
      cash
                                  
                                  
                                  925
                                  
                                  
                                  
                                  1,600Trade
      receivables, less allowance for doubtful receivables 2009 - $1,580 and
      2008 - $1,676
                                  
                                  
                                  2,745
                                  
                                  
                                  
                                  1,837Other
      receivables
                                  
                                  
                                  19,318
                                  
                                  
                                  
                                  4,666Refundable
      income taxes
                                  
                                  
                                  1,480
                                  
                                  
                                  
                                  1,559Inventories
                                  
                                  
                                  20,197
                                  
                                  
                                  
                                  19,910Prepaid
      expenses and other
                                  
                                  
                                  3,516
                                  
                                  
                                  
                                  4,390Assets
      held for sale
                                  
                                  
                                  2,914
                                  
                                  
                                  
                                  2,913Total
      current assets
                                  
                                  
                                  53,524
                                  
                                  
                                  
                                  52,620Property,
      plant and equipment,
    net
                                  
                                  
                                  30,716
                                  
                                  
                                  
                                  30,922Cash
      value of life insurance, net of loans
                                  
                                  
                                  2,551
                                  
                                  
                                  
                                  4,710Restricted
      cash
                                  
                                  
                                  15,928
                                  
                                  
                                  
                                  17,321Other
                                  
                                  
                                  1,825
                                  
                                  
                                  
                                  1,831TOTAL
      ASSETS
                                  
                                  $
                                  104,544
                                  
                                  
                                  $
                                  107,404Liabilities
      and Shareholders' EquityCURRENT
      LIABILITIESShort-term
      borrowings
                                  
                                  $
                                  2,345
                                  
                                  
                                  $
                                  -Accounts
      payable, trade
                                  
                                  
                                  8,638
                                  
                                  
                                  
                                  11,414Accrued
      income taxes
                                  
                                  
                                  1,643
                                  
                                  
                                  
                                  1,470Accrued
      expenses and other liabilities
                                  
                                  
                                  23,399
                                  
                                  
                                  
                                  31,127Floorplan
      notes payable
                                  
                                  
                                  -
                                  
                                  
                                  
                                  3,096Current
      maturities of long-term debt
                                  
                                  
                                  819
                                  
                                  
                                  
                                  819Total
      current liabilities
                                  
                                  
                                  36,844
                                  
                                  
                                  
                                  47,926Long-term
      debt
                                  
                                  
                                  2,171
                                  
                                  
                                  
                                  2,190Deferred
      income taxes
                                  
                                  
                                  457
                                  
                                  
                                  
                                  457Postretirement
      deferred compensation benefits
                                  
                                  
                                  3,084
                                  
                                  
                                  
                                  3,104Other
                                  
                                  
                                  911
                                  
                                  
                                  
                                  1,038Total
      liabilities
                                  
                                  
                                  43,467
                                  
                                  
                                  
                                  54,715COMMITMENTS
      AND CONTINGENCIES(Note 9)SHAREHOLDERS'
      EQUITYCommon
      shares, without par value: authorized 60,000 shares; issued 2009 – 21,240
      shares and 2008 - 21,236 shares
                                  
                                  
                                  92,695
                                  
                                  
                                  
                                  92,688Additional
      paid-in capital
                                  
                                  
                                  7,283
                                  
                                  
                                  
                                  7,213Accumulated
      other comprehensive loss – (net of tax of $0)
                                  
                                  
                                  (72
                                  )
                                  
                                  
                                  (75
                                  )Retained
      earnings
                                  
                                  
                                  19,238
                                  
                                  
                                  
                                  10,925Treasury
      shares, at cost, 2009 – 5,254 shares and 2008 - 5,236
      shares
                                  
                                  
                                  (58,067
                                  )
                                  
                                  
                                  (58,062
                                  )Total
      shareholders’ equity
                                  
                                  
                                  61,077
                                  
                                  
                                  
                                  52,689TOTAL
      LIABILITIES AND SHAREHOLDERS’ EQUITY
                                  
                                  $
                                  104,544
                                  
                                  
                                  $
                                  107,404





See
Notes
to Consolidated Financial Statements.


- 3
-


Index




Coachmen Industries, Inc. and Subsidiaries


Consolidated
Statements of Operations


(in
thousands, except per share amounts)


(Unaudited)





Three
      Months Ended
                                  March
      31,2009
                                
                                
                                2008Net
      salesProducts
                                
                                $
                                10,444
                                
                                
                                $
                                27,440Delivery
      and set
                                
                                
                                836
                                
                                
                                
                                3,39911,280
                                
                                
                                
                                30,839Cost
      of salesProducts
                                
                                
                                12,252
                                
                                
                                
                                21,893Delivery
      and set
                                
                                
                                1,104
                                
                                
                                
                                3,42213,356
                                
                                
                                
                                25,315Gross
      profit (loss)
                                
                                
                                (2,076
                                )
                                
                                
                                5,524Operating
      expenses:Selling
                                
                                
                                637
                                
                                
                                
                                1,652General
      and administrative
                                
                                
                                3,589
                                
                                
                                
                                2,625(Gain)
      loss on sale of assets, net
                                
                                
                                1
                                
                                
                                
                                (26
                                )4,227
                                
                                
                                
                                4,251Operating
      income (loss)
                                
                                
                                (6,303
                                )
                                
                                
                                1,273Nonoperating
      (income) expense:Interest
      expense
                                
                                
                                865
                                
                                
                                
                                287Investment
      income
                                
                                
                                (247
                                )
                                
                                
                                (227
                                )Other
      income, net
                                
                                
                                (801
                                )
                                
                                
                                (39
                                )(183
                                )
                                
                                
                                21Income
      (loss) from continuing operations before income
taxes
                                
                                
                                (6,120
                                )
                                
                                
                                1,252Income
      taxes (credit)
                                
                                
                                -
                                
                                
                                
                                -Net
      income (loss) from continuing operations
                                
                                
                                (6,120
                                )
                                
                                
                                1,252Discontinued
      operations:Loss
      from operations of discontinued entities (net of taxes (credits) of
      $0)
                                
                                
                                (289
                                )
                                
                                
                                (109
                                )Gain
      (loss) on sale of assets of discontinued entities (net of taxes of
      $0)
                                
                                
                                -
                                
                                
                                
                                183Income
      from legal settlement (net of taxes of $188)
                                
                                
                                14,722
                                
                                
                                
                                -Income
      from discontinued operations
                                
                                
                                14,433
                                
                                
                                
                                74Net
      income
                                
                                $
                                8,313
                                
                                
                                $
                                1,326Earnings
      (loss) per share – Basic and DilutedContinuing
      operations
                                
                                $
                                (0.39
                                )
                                
                                $
                                0.08Discontinued
      operations
                                
                                
                                0.92
                                
                                
                                
                                -Net
      income (loss) per share
                                
                                
                                0.53
                                
                                
                                
                                0.08Number
      of common shares used in the computation of earnings (loss) per
      share:Basic
                                
                                
                                15,807
                                
                                
                                
                                15,749Diluted
                                
                                
                                15,807
                                
                                
                                
                                15,758Cash
      dividends declared per common share
                                
                                $
                                -
                                
                                
                                $
                                -




See
Notes
to Consolidated Financial Statements.




- 4
-


Index




Coachmen Industries, Inc. and Subsidiaries


Consolidated
Statements of Cash Flows
 (in
thousands)
 (Unaudited)
 
 Three
      MonthsEnded
                                                                                                                            March 31,2009
                                                                                                                          
                                                                                                                          2008CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      income
                                                                                                                          
                                                                                                                          $
                                                                                                                          8,313
                                                                                                                          
                                                                                                                          $
                                                                                                                          1,326Adjustments
      to reconcile net income to net cash used in operating
      activities:Depreciation
                                                                                                                          
                                                                                                                          
                                                                                                                          666
                                                                                                                          
                                                                                                                          
                                                                                                                          1,377Provision
      for doubtful receivables, net of recoveries
                                                                                                                          
                                                                                                                          
                                                                                                                          (65
                                                                                                                          )
                                                                                                                          
                                                                                                                          5Net
      realized and unrealized (gains)/losses on
derivatives
                                                                                                                          
                                                                                                                          
                                                                                                                          3
                                                                                                                          
                                                                                                                          
                                                                                                                          (22
                                                                                                                          )(Gain)/loss
      on sale of properties and other assets, net
                                                                                                                          
                                                                                                                          
                                                                                                                          1
                                                                                                                          
                                                                                                                          
                                                                                                                          (208
                                                                                                                          )Increase
      in cash surrender value of life insurance policies
                                                                                                                          
                                                                                                                          
                                                                                                                          (64
                                                                                                                          )
                                                                                                                          
                                                                                                                          132Other
                                                                                                                          
                                                                                                                          
                                                                                                                          (35
                                                                                                                          )
                                                                                                                          
                                                                                                                          (657
                                                                                                                          )Changes
      in certain assets and liabilities:Accounts
      receivable
                                                                                                                          
                                                                                                                          
                                                                                                                          (15,535
                                                                                                                          )
                                                                                                                          
                                                                                                                          (28,059
                                                                                                                          )Inventories
                                                                                                                          
                                                                                                                          
                                                                                                                          (287
                                                                                                                          )
                                                                                                                          
                                                                                                                          (2,987
                                                                                                                          )Prepaid
      expenses and other
                                                                                                                          
                                                                                                                          
                                                                                                                          874
                                                                                                                          
                                                                                                                          
                                                                                                                          1,100Accounts
      payable, trade
                                                                                                                          
                                                                                                                          
                                                                                                                          (2,776
                                                                                                                          )
                                                                                                                          
                                                                                                                          16,131Income
      taxes - accrued and refundable
                                                                                                                          
                                                                                                                          
                                                                                                                          252
                                                                                                                          
                                                                                                                          
                                                                                                                          (25
                                                                                                                          )Accrued
      expenses and other liabilities
                                                                                                                          
                                                                                                                          
                                                                                                                          (7,728
                                                                                                                          )
                                                                                                                          
                                                                                                                          (4,557
                                                                                                                          )Net
      cash used in operating activities
                                                                                                                          
                                                                                                                          
                                                                                                                          (16,381
                                                                                                                          )
                                                                                                                          
                                                                                                                          (16,444
                                                                                                                          )CASH
      FLOWS FROM INVESTING ACTIVITIES:Proceeds
      from sale of properties and other assets
                                                                                                                          
                                                                                                                          
                                                                                                                          2
                                                                                                                          
                                                                                                                          
                                                                                                                          240Investments
      in life insurance policies
                                                                                                                          
                                                                                                                          
                                                                                                                          771
                                                                                                                          
                                                                                                                          
                                                                                                                          (1,727
                                                                                                                          )Purchases
      of property and equipment
                                                                                                                          
                                                                                                                          
                                                                                                                          (462
                                                                                                                          )
                                                                                                                          
                                                                                                                          (552
                                                                                                                          )Other
                                                                                                                          
                                                                                                                          
                                                                                                                          2,112
                                                                                                                          
                                                                                                                          
                                                                                                                          271Net
      cash provided by (used in) investing activities
                                                                                                                          
                                                                                                                          
                                                                                                                          2,423
                                                                                                                          
                                                                                                                          
                                                                                                                          (1,768
                                                                                                                          )CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from short-term borrowings
                                                                                                                          
                                                                                                                          
                                                                                                                          2,345
                                                                                                                          
                                                                                                                          
                                                                                                                          13,801Payments
      of short-term borrowings
                                                                                                                          
                                                                                                                          
                                                                                                                          (3,096
                                                                                                                          )
                                                                                                                          
                                                                                                                          (567
                                                                                                                          )Proceeds
      from borrowings on cash value of life insurance
    policies
                                                                                                                          
                                                                                                                          
                                                                                                                          1,452
                                                                                                                          
                                                                                                                          
                                                                                                                          10,000Payments
      of borrowings on cash value of life insurance
    policies
                                                                                                                          
                                                                                                                          
                                                                                                                          -
                                                                                                                          
                                                                                                                          
                                                                                                                          (4,000
                                                                                                                          )Payments
      of long-term debt
                                                                                                                          
                                                                                                                          
                                                                                                                          (19
                                                                                                                          )
                                                                                                                          
                                                                                                                          (38
                                                                                                                          )Issuance
      of common shares under stock incentive plans
                                                                                                                          
                                                                                                                          
                                                                                                                          7
                                                                                                                          
                                                                                                                          
                                                                                                                          35Purchases
      of common shares for treasury
                                                                                                                          
                                                                                                                          
                                                                                                                          (47
                                                                                                                          )
                                                                                                                          
                                                                                                                          -Net
      cash provided by financing activities
                                                                                                                          
                                                                                                                          
                                                                                                                          642
                                                                                                                          
                                                                                                                          
                                                                                                                          19,231Increase
      (decrease) in cash and cash equivalents
                                                                                                                          
                                                                                                                          
                                                                                                                          (13,316
                                                                                                                          )
                                                                                                                          
                                                                                                                          1,019CASH
      AND CASH EQUIVALENTS:Beginning
      of period
                                                                                                                          
                                                                                                                          
                                                                                                                          15,745
                                                                                                                          
                                                                                                                          
                                                                                                                          1,549End
      of period
                                                                                                                          
                                                                                                                          $
                                                                                                                          2,429
                                                                                                                          
                                                                                                                          $
                                                                                                                          2,568Supplemental
      disclosures of cash flow information:Operating
      cash received during the quarter related to insurance
      settlement
                                                                                                                          
                                                                                                                          $
                                                                                                                          -
                                                                                                                          
                                                                                                                          $
                                                                                                                          600,000
  See
Notes
to Consolidated Financial Statements.
  - 5
-
 Index




Coachmen Industries, Inc. and Subsidiaries


Notes
to Consolidated Financial Statements


(Unaudited)





1.      BASIS
OF PRESENTATION.





The
condensed consolidated financial statements have been prepared by Coachmen
Industries, Inc. (“the Company”), without audit, in accordance with accounting
principles generally accepted in the United States for interim financial
information and with the instructions to Form 10-Q and Article 10 of Regulation
S-X. Accordingly, they do not include all of the information and footnotes
required by accounting principles generally accepted in the United States for
complete financial statements. Management believes the disclosures made in this
document are adequate so as not to make the information presented
misleading.





In the
opinion of management, the accompanying unaudited condensed consolidated
financial statements, taken as a whole, and read in conjunction with these
notes, contain all adjustments which are of a normal recurring nature necessary
to present fairly the financial position of the Company as of March 31, 2009,
and the results of its operations and cash flows for the interim periods
presented. Operating results for the three-month period ended March 31, 2009 are
not necessarily indicative of the results that may be expected for the year
ending December 31, 2009. It is suggested that these condensed financial
statements be read in conjunction with the financial statements and notes
thereto included in the Company’s Form 10-K for the year ended December 31,
2008.





Adoption
of New Accounting Standards




In
September 2006, the Financial Accounting Standards Board (FASB) issued SFAS No.
157, Fair Value
Measurements (SFAS No. 157). SFAS No. 157 establishes a framework for
measuring the fair value of assets and liabilities. This framework is intended
to provide increased consistency in how fair value determinations are made under
various existing accounting standards which permit, or in some cases require,
estimates of fair market value. SFAS No. 157 also expands financial statement
disclosure requirements about a company’s use of fair value measurements,
including the effect of such measures on earnings.  In February 2008,
the FASB issued a one-year deferral for non-financial assets and liabilities to
comply with SFAS No. 157. We adopted SFAS No. 157 for financial assets
and liabilities in the first quarter of 2008. We adopted SFAS No. 157 for
non-financial assets and liabilities in the first quarter of 2009. We had no
required fair value measurements for non-financial assets and liabilities in the
first quarter of 2009 and no required additional disclosures upon adoption.
There were no material effects upon adoption of this new accounting
pronouncement on our financial statements.


Assets or
liabilities that have recurring measurements are shown below as of March 31,
2009 (in thousands):





Fair
      Value Measurements at Reporting Date UsingQuoted
      Prices inActive
      Markets
              
              
              Significant
              
              
              SignificantFor
      Identical
              
              
              Other
      Observable
              
              
              UnobservableAssets
              
              
              Inputs
              
              
              InputsTotal
      as ofDescription
              
              March
      31, 2009
              
              
              (Level
      1)
              
              
              (Level
      2)
              
              
              (Level
      3)Cash
      and cash equivalents
              
              $
              2,429
              
              
              $
              2,429
              
              
              $
              -
              
              
              $
              -Restricted
      cash
              
              
              16,853
              
              
              
              16,853
              
              
              
              -
              
              
              
              -Interest
      Rate Swap (1)
              
              
              (72
              )
              
              
              -
              
              
              
              (72
              )
              
              
              -Net
              
              $
              19,210
              
              
              $
              19,282
              
              
              $
              (72
              )
              
              $
              -





(1)
Included in other long-term liabilities on consolidated balance
sheet.








- 6
-




1.      BASIS
OF PRESENTATION, Continued.





In
December 2007, the Financial Accounting Standards Board (FASB) issued SFAS No.
141 (revised 2007), Business
Combinations, (SFAS No. 141R). SFAS No. 141R provides revised guidance on
how acquirers recognize and measure the consideration transferred, identifiable
assets acquired, liabilities assumed, noncontrolling interests, and goodwill
acquired in a business combination. SFAS No. 141R also expands required
disclosures surrounding the nature and financial effects of business
combinations. The Company believes that the adoption of SFAS 141 (revised 2007)
could have an impact on the accounting for any future acquisition, if one were
to occur. The Company will be required to apply the guidance in SFAS 141R for
any future business combinations.





In March
2008 the FASB issued SFAS 161, Disclosures about Derivative
Instruments and Hedging Activities — an amendment of FASB Statement
No. 133. SFAS 161 amends and expands the disclosure
requirements of FASB Statement No. 133, requiring enhanced disclosures
about the Company’s derivative and hedging activities. The adoption of SFAS 161
did not have a material impact on the Company’s financial
statements.





In May
2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted
Accounting Principles (SFAS 162).  SFAS 162 identifies the
sources of accounting principles to be used in the preparation of financial
statements of nongovernmental entities that are presented in conformity with
generally accepted accounting principles (GAAP) in the U.S. (the GAAP
hierarchy). SFAS 162 is effective 60 days following the SEC approval of the
Public Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in
Conformity with Generally Accepted Accounting Principles.  The
Company currently adheres to the GAAP hierarchy as presented in SFAS 162, and
does not expect its adoption will have a material impact on its consolidated
results of operations and financial condition.











- 7
-


Index




2.      SEGMENT
INFORMATION.





The
Company has determined that its reportable segments are those that are based on
the Company's method of internal reporting, which disaggregates its business by
product category. Effective January 1, 2009, the Company's two reportable
segments are Specialty Vehicles and Housing. While Specialty Vehicle operations
began during 2008, sales and expenses were not large enough in 2008 to require
segment presentation. The Company evaluates the performance of its segments
based primarily on net sales and pre-tax income and allocates resources to them
based on performance. There are no inter-segment revenues. The Company allocates
certain corporate expenses to these segments based on three dimensions:
revenues, subsidiary structure and number of employees. Differences between
reported segment amounts and corresponding consolidated totals represent
corporate income or expenses for administrative functions and income, costs or
expenses relating to property and equipment that are not allocated to
segments.





As
discussed in Note 11, the Company sold substantially all of the
assets of its RV Segment during 2008 and the operations of the RV Segment are
included in discontinued operations in the consolidated statement of operations.
Accordingly, the RV Segment is no longer deemed a reportable segment, and as
such the segment information disclosed in the following tables excludes amounts
pertaining to the Company’s former RV Segment.





The table
below presents information about the segments, used by the chief operating
decision maker of the Company for the three months ended March 31 (in
thousands):





Three
      Months Ended
                                                  March
      31,2009
                                                
                                                
                                                2008Net
      salesSpecialty
      vehicles
                                                
                                                $
                                                1,071
                                                
                                                
                                                $
                                                -Housing
                                                
                                                
                                                10,209
                                                
                                                
                                                
                                                30,839Consolidated
      total
                                                
                                                $
                                                11,280
                                                
                                                
                                                $
                                                30,839Gross
      profitSpecialty
      vehicles
                                                
                                                $
                                                (433
                                                )
                                                
                                                $
                                                (146
                                                )Housing
                                                
                                                
                                                (1,634
                                                )
                                                
                                                
                                                5,671Other
                                                
                                                
                                                (9
                                                )
                                                
                                                
                                                (1
                                                )Consolidated
      total
                                                
                                                $
                                                (2,076
                                                )
                                                
                                                $
                                                5,524





Operating
      expensesSpecialty
      vehicles
              
              $
              286
              
              
              $
              -Housing
              
              
              2,846
              
              
              
              4,291Other
      reconciling items
              
              
              1,095
              
              
              
              (40
              )Consolidated
      total
              
              $
              4,227
              
              
              $
              4,251Operating
      income (loss)Specialty
      vehicles
              
              $
              (719
              )
              
              $
              (146
              )Housing
              
              
              (4,479
              )
              
              
              1,380Other
      reconciling items
              
              
              (1,105
              )
              
              
              39Consolidated
      total
              
              $
              (6,303
              )
              
              $
              1,273Pre-tax
      income (loss)Specialty  vehicles
              
              $
              (733
              )
              
              $
              (146
              )Housing
              
              
              (4,504
              )
              
              
              1,358Other
      reconciling items
              
              
              (883
              )
              
              
              40Consolidated
      total
              
              $
              (6,120
              )
              
              $
              1,252March
      31,
              
              
              December
      31,2009
              
              
              2008Total
      assetsSpecialty
      vehicles
              
              $
              6,308
              
              
              $
              1,655Housing
              
              
              44,463
              
              
              
              43,456Other
      reconciling items
              
              
              53,773
              
              
              
              62,293Consolidated
      total
              
              $
              104,544
              
              
              $
              107,404




- 8
-


Index
  3.      INVENTORIES.


March
      31,
                          
                          
                          December
      31,2009
                          
                          
                          2008Raw
      materialsSpecialty
      vehicles
                          
                          $
                          1,457
                          
                          
                          $
                          902Housing
                          
                          
                          3,823
                          
                          
                          
                          4,157Consolidated
      total
                          
                          
                          5,280
                          
                          
                          
                          5,059Work
      in processSpecialty
      vehicles
                          
                          
                          1,053
                          
                          
                          
                          385Housing
                          
                          
                          1,669
                          
                          
                          
                          2,392Consolidated
      total
                          
                          
                          2,722
                          
                          
                          
                          2,777Improved
      lotsHousing
                          
                          
                          392
                          
                          
                          
                          434Consolidated
      total
                          
                          
                          392
                          
                          
                          
                          434Finished
      goodsSpecialty
      vehicles
                          
                          
                          899
                          
                          
                          
                          824Housing
                          
                          
                          10,904
                          
                          
                          
                          10,816Consolidated
      total
                          
                          
                          11,803
                          
                          
                          
                          11,640Consolidated
      total
                          
                          $
                          20,197
                          
                          
                          $
                          19,910





4.      LONG-TERM
ASSETS.





Property,
Plant and Equipment





Property,
plant and equipment consist of the following (in thousands):





March
      31,
                        2009
                      
                      
                      December
      31,
                        2008Land
      and improvements
                      
                      $
                      7,714
                      
                      
                      $
                      7,700Buildings
      and improvements
                      
                      
                      32,895
                      
                      
                      
                      32,849Machinery
      and equipment
                      
                      
                      11,015
                      
                      
                      
                      10,637Transportation
      equipment
                      
                      
                      11,030
                      
                      
                      
                      11,035Office
      furniture and fixtures
                      
                      
                      13,926
                      
                      
                      
                      13,992Total
                      
                      
                      76,580
                      
                      
                      
                      76,213Less,
      accumulated depreciation
                      
                      
                      45,864
                      
                      
                      
                      45,291Property,
      plant and equipment, net
                      
                      $
                      30,716
                      
                      
                      $
                      30,922





At March
31, 2009, the Company had $2.9 million classified in assets held for
sale.  These assets were available and listed for sale during the
first quarter of 2009.  These assets consisted of Housing Segment
property and buildings, including the former manufacturing facility in
Zanesville, Ohio that was consolidated into a larger Indiana manufacturing
plant, plus a warehouse and office building in Decatur, Indiana.








- 9
-


Index




4.      LONG-TERM
ASSETS, Continued.





Joint
Venture – Note Receivable





In
December 2007, the Company entered into an agreement to produce ADA compliant
low floor accessible buses for ARBOC Mobility, LLC, a marketer of specialized
transit and shuttle buses designed for users with mobility challenges. This bus
incorporates patent pending technologies provided by ARBOC Mobility. In
connection with the agreement with ARBOC Mobility, LLC, the Company agreed to
finance up to $1.0 million of start up cash requirements. As of March 31, 2009,
the Company has a note receivable of $0.9 million due from ARBOC Mobility, LLC
for start up cash requirements. The note is on a month-by-month basis and bears
interest at the rate of 1% per month on the principal balance. The note is
included in other receivables on the Consolidated Balance Sheet at a net amount
of $0.4 million after write-down for the Company’s portion of joint venture
losses to date. The Company has a 30% interest in this entity and therefore
accounts for this investment on the equity basis. Related party transactions
with ARBOC Mobility, LLC include sales of $0.6 million in the first quarter of
2009 and outstanding accounts receivable of approximately $1.4 million at March
31, 2009.





5.      ACCRUED
EXPENSES AND OTHER LIABILITIES.





Accrued
expenses and other liabilities consist of the following (in
thousands):





March
      31,
                        2009
                      
                      
                      December
      31,
                        2008Wages,
      salaries, bonuses and commissions and other
    compensation
                      
                      $
                      342
                      
                      
                      $
                      5,022Dealer
      incentives, including volume bonuses, dealer trips, interest
      reimbursement, co-op advertising and other rebates
                      
                      
                      580
                      
                      
                      
                      989Warranty
                      
                      
                      8,323
                      
                      
                      
                      9,688Insurance-products
      and general liability, workers compensation, group health and
      other
                      
                      
                      5,958
                      
                      
                      
                      6,320Customer
      deposits and unearned revenues
                      
                      
                      2,765
                      
                      
                      
                      2,545Interest
                      
                      
                      276
                      
                      
                      
                      395Sales
      and property taxes
                      
                      
                      883
                      
                      
                      
                      920Deferred
      gain on sale of real estate
                      
                      
                      814
                      
                      
                      
                      814Repurchase
      liability
                      
                      
                      2,359
                      
                      
                      
                      2,671Other
      current liabilities
                      
                      
                      1,099
                      
                      
                      
                      1,763Total
                      
                      $
                      23,399
                      
                      
                      $
                      31,127




Changes
in the Company's warranty liability during the three-month periods ended March
31 were as follows (in thousands):





Three
      Months Ended
                          March
      31,2009
                        
                        
                        2008Balance
      of accrued warranty at beginning of period
                        
                        $
                        9,688
                        
                        
                        $
                        8,123Warranties
      issued during the period and changes in liability for pre-existing
      warranties
                        
                        
                        789
                        
                        
                        
                        2,976Settlements
      made during the period
                        
                        
                        (2,154
                        )
                        
                        
                        (3,822
                        )Balance
      of accrued warranty at March 31
                        
                        $
                        8,323
                        
                        
                        $
                        7,277





At March
31, 2009 warranty reserves include estimated amounts related to recreational
vehicle warranty obligations retained by the Company after the sale of the
recreational vehicle business in December 2008.  The $10.0 million
indemnity escrow account created as a result of the recreational vehicle
business asset sale, which at March 31, 2009 has a balance of $8.6 million (see
Note
11, Discontinued Operations and Note
12, Restricted Cash) is included in long-term restricted cash at
March 31, 2009, and  is subject to reduction to pay for the
recreational vehicle warranty obligations retained by the Company.





- 10
-


Index





6.      COMPREHENSIVE
INCOME (LOSS).





The
changes in the components of comprehensive income (loss) for the three months
ended March 31 are as follows (in thousands):





Three
      Months Ended
                      March
      31,2009
                    
                    
                    2008Net
      income
                    
                    $
                    8,313
                    
                    
                    $
                    1,326Unrealized
      gains (losses) on cash flow hedges, net of taxes
                    
                    
                    3
                    
                    
                    
                    (22
                    )Comprehensive
      income
                    
                    $
                    8,316
                    
                    
                    $
                    1,304





As of
March 31, 2009 and 2008, the accumulated other comprehensive income, net of tax,
relating to deferred losses on cash flow hedges was ($72,000) and ($70,000),
respectively.





7.      EARNINGS
PER SHARE AND COMMON STOCK MATTERS.





Basic
earnings per share are based on the weighted average number of shares
outstanding during the period. Diluted earnings per common share is based on the
weighted average number of shares outstanding during the period, after
consideration of the dilutive effect of stock options and awards and shares held
in deferred compensation plans. Basic and diluted earnings per share for the
three-month period ended March 31 were calculated using the average shares as
follows (in thousands):





Three
      Months Ended
                        March 31,2009
                      
                      
                      2008Numerator:Net
      income available to common stockholders
                      
                      $
                      8,313
                      
                      
                      $
                      1,326Denominator:Number
      of shares outstanding, end of period:Weighted
      average number of common shares used in basic EPS
                      
                      
                      15,807
                      
                      
                      
                      15,749Effect
      of dilutive securities
                      
                      
                      -
                      
                      
                      
                      9Weighted
      average number of common shares used in diluted EPS
                      
                      
                      15,807
                      
                      
                      
                      15,758





For the
quarters ending March 31, 2009 and 2008, 132,850 shares of outstanding
stock options were not included in the computation of diluted earnings per share
because their exercise price was greater than the average market prices for the
respective periods and their inclusion would have been
antidilutive.





Share
Repurchase Programs





Periodically,
the Company has repurchased its common stock as authorized by the Board of
Directors. Under the repurchase program, common shares are purchased from time
to time, depending on market conditions and other factors, on the open market or
through privately negotiated transactions. During August 2006, the Company
announced that the Board of Directors had authorized a share repurchase of up to
one million shares. During the first quarter of 2009, the Company repurchased
24,914 shares for a total cost, including commissions, of $46,993. At March
31, 2009, there are 931,071 shares remaining authorized for repurchase by the
Board of Directors





8.      INCOME TAXES.





The
Company accounts for income taxes based upon Statement of Financial Accounting
Standards No. 109, “Accounting for Income Taxes” (“FAS 109”). Under this method,
deferred tax assets and liabilities are determined based on differences between
the financial reporting and tax bases of assets and liabilities and are measured
using the enacted tax rates and laws that will be in effect when the differences
are expected to reverse. The Company continues to carry a full valuation
allowance on all of its deferred tax assets.








- 11
-


Index




8.      INCOME
TAXES, Continued.





As of the
beginning of fiscal year 2009, the Company had unrecognized tax benefits of $3.5
million including interest and penalties. There has been no significant change
in the unrecognized tax benefits through March 31, 2009. If recognized, the
effective tax rate would be affected by approximately $2.0 million of the
unrecognized tax benefits.





The
Company is subject to periodic audits by U.S. federal and state taxing
authorities.  In 2006, the Internal Revenue Service (IRS) commenced an
examination of the Company’s U.S. income tax returns specifically for the
purpose of reviewing claims for Research and Expenditure credits for the years
1999 through 2004. The audit of these claims is nearing its conclusion and the
Company anticipates that a settlement can be concluded within the next year. The
Company does not anticipate that any adjustments associated with the settlement
of this audit will result in a material change to its financial
position.




For the
majority of tax jurisdictions, the Company is no longer subject to U.S. federal,
state and local, or non-U.S. income tax examinations by tax authorities for
years prior to 2004.





Due to
the Company’s cumulative losses in recent years, net operating loss
carryforwards were utilized to offset current taxable income, reducing the
effective tax rate to 2.2% for the first quarter of 2009. In the first quarter
of 2008, net operating loss carryforwards were also utilized to offset taxable
income essentially reducing the effective tax rate to zero for the first quarter
of 2008.





9.      COMMITMENTS AND
CONTINGENCIES.





Obligation
to Purchase Consigned Inventories





The
Company obtains vehicle chassis for its bus products and formerly for its
recreational vehicle products directly from automobile manufacturers under
converter pool agreements. The agreements generally provide that the
manufacturer will provide a supply of chassis at the Company's production
facilities under the terms and conditions as set forth in the agreement. Chassis
are accounted for as consigned inventory until assigned to a unit in the
production process. At that point, the Company is obligated to purchase the
chassis and it is recorded as inventory. At March 31, 2009 and December 31,
2008, chassis inventory, accounted for as consigned inventory, approximated $2.1
million and $1.9 million, respectively.





Repurchase
Agreements





The
Company was contingently liable at March 31, 2009 to banks and other financial
institutions on repurchase agreements in connection with financing provided by
such institutions to most of the Company's former independent dealers in
connection with their purchase of the Company's recreational vehicle products.
These agreements provide for the Company to repurchase its products from the
financing institution in the event that they have repossessed them upon a
dealer's default. Although the estimated contingent liability without offsets
for resale would be approximately $55 million at March 31, 2009 ($98
million at December 31, 2008), the risk of loss resulting from these agreements
is spread over the Company's numerous former dealers and is further reduced by
the resale value of the products repurchased. Further, as time goes on and the
Company does not sell additional recreational vehicles, this contingent
liability continually reduces because the period during which the Company is
subject to buy-back claims is limited to a specific time period, starting from
the date of original wholesale sale. Based on losses previously experienced
under these obligations and current market conditions, the Company has
established a reserve for estimated losses under repurchase agreements. At March
31, 2009 and December 31, 2008, $2.2 million and $2.5 million, respectively,
were recorded as an accrual for estimated losses under repurchase
agreements.





The
Company was also contingently liable at March 31, 2009 to a financial
institution on repurchase agreements in connection with financing provided by
the institution to certain of the Company's independent home builders in
connection with their purchase of the Company's housing products. This agreement
provides for the Company to repurchase its products from the financing
institution in the event that they have repossessed them upon a builder's
default. Products repurchased from builders under this agreement are accounted
for as a reduction in revenue and cost of sales at the time of repurchase.
Although the estimated contingent liability without offsets for resale would be
approximately $5.8 million at March 31, 2009 ($6.1 million at December 31,
2008), the risk of loss resulting from these agreements is spread over the
Company's numerous builders and is further reduced by the resale value of the
products repurchased. The Company has evaluated the potential for losses under
this agreement and has recorded an accrual of $0.1 million as of March 31, 2009
and December 31, 2008 for estimated losses under the repurchase
agreement.








- 12
-


Index





9.      COMMITMENTS
AND CONTINGENCIES, Continued.





Corporate
Guarantees





The
Company was contingently liable under guarantees to financial institutions of
their loans to independent dealers for amounts totaling approximately $4.8
million at March 31, 2009 and $6.3 million at December 31, 2008. The
Company had an agreement with a financial institution to form a private-label
financing program to provide wholesale inventory financing to the Company's
former recreational vehicle dealers. The agreement provided for a preferred
program that provided financing subject to the standard repurchase agreement
described above. In addition, the agreement provided for a reserve pool whereby
the financial institution made available an aggregate line of credit not to
exceed $40 million that provided financing for dealers that may not otherwise
qualify for credit approval under the preferred program. No dealer being
provided financing from the reserve pool could receive an aggregate line of
credit exceeding $5 million. In addition to the standard repurchase agreement
described above, at March 31, 2009 the Company was contingently liable to the
financial institutions up to a maximum of $2.0 million of aggregate losses, as
defined by the agreement, incurred by the financial institutions on designated
dealers with higher credit risks that were accepted into the reserve pool
financing program. The Company has recorded a loss reserve of $0.1 million at
March 31, 2009 and December 31, 2008 associated with these
guarantees.





Financing
Obligation





During
the second quarter of 2004, the Company entered into an agreement to provide
financing of up to $4.9 million to a developer for the construction of a hotel
for which the Company was to provide modular units. As of March 31, 2009, the
Company provided $2.3 million in financing to the developer under this
arrangement. No funding has been provided since December 2005. The loans are
collateralized by a first priority interest in all tangible and intangible
property of the borrower. The developer was unable to obtain a building permit,
so the Company is pursuing its legal remedies through litigation to recoup the
financing extended to date. During the fourth quarter of 2006, the Company
obtained title to the real estate that was partial collateral for this Note. In
the event the sale of the property does not generate proceeds sufficient to
cover the financing previously provided, the Company will continue pursuing its
legal remedies to recover any shortfall. As of March 31, 2009, the Company has
reserved an amount for which Management believes the Company may not recover,
however, there is a potential for exposure in excess of the amount
reserved.





Litigation





In
February 2009 the Company received a favorable verdict against Crane
Composites, Inc. f/k/a Kemlite for breach of contract and multiple warranty
claims arising from the sale of defective sidewall material to Coachmen
Industries, Inc. subsidiaries. All of the counts alleged in the original
complaint were found in favor of the Company. On April 17, 2009, the Company
entered into a settlement agreement with Crane Composites, Inc., f/k/a Kemlite,
with respect to this verdict rendered in favor of the Company and its
subsidiaries, on the liability portion of this lawsuit.  Pursuant to
the terms of the settlement, Crane Composites will pay the Company a total of
$17.75 million in three installments, with the first installment of $10 million
due on or before May 8, 2009, the second installment of $3.875 million due on or
before June 1, 2009 and the final installment of $3.875 million due on or before
July 1, 2009.  Upon full and complete payment of these amounts, the
litigation currently pending against Crane Composites will be dismissed by the
Company with prejudice.





The
settlement with Crane Composites, Inc. resulted in income of $14.7 million net
of contingent attorney fees and taxes.  The parent Company acquired the
claims that were subject to the settlement for fair value from its RV Group
subsidiaries during the fourth quarter of 2008, prior to trial.  Because
the settlement is related to damages originally incurred by the recreational
vehicle business, accounting rules required the Company to record this income
under discontinued operations, even though the settlement is owned by the parent
Company and not the RV Group.





The
Company was named as a defendant in a number of lawsuits alleging that the
plaintiffs were exposed to levels of formaldehyde in FEMA-supplied trailers
manufactured by the Company's subsidiaries (and other manufacturers) and that
such exposure entitles plaintiffs to an award, including injunctive relief, a
court-supervised medical monitoring fund, removal of formaldehyde-existing
materials, repair and testing, compensatory, punitive and other damages,
including attorneys’ fees and costs. The litigation proceeded through the
class certification process. In December 2008, class certification was
denied.





During
the first quarter of 2008, as a result of the favorable settlement of two
lawsuits involving insurance recoveries, the Company recorded income of
approximately $1.0 million, which was classified in general and administrative
expenses on the consolidated statement of operations.





The
Company is involved in various other legal proceedings, most of which are
ordinary disputes incidental to the industry and most of which are covered in
whole or in part by insurance. Management believes that the ultimate outcome of
these matters and any liabilities in excess of insurance coverage and
self-insurance accruals will not have a material adverse impact on the Company's
consolidated financial position, future business operations or cash
flows.


- 13
-


Index




10.  STOCK-BASED
COMPENSATION.





Stock
options generally vest over a four-year service period. The Company has not
granted any stock option awards since 2003. Compensation expense related to the
Company's Employee Stock Purchase Plan was not significant for the first quarter
of 2008. Since the adoption of SFAS 123R, there have been no modifications to
outstanding stock-based awards.





On March
4, 2009, the Company granted Restricted Stock Awards to certain key employees as
a means of retaining and rewarding them for performance and to increase their
ownership in the Company. The awards are governed by the Company’s 2000 Omnibus
Stock Plan. Participants will earn the restricted shares awarded to them based
on attainment of certain performance goals for the full calendar year 2009. If
the Company meets the minimum or maximum target levels of pre-tax profits, the
participants will earn corresponding levels of awards. To the extent the Company
meets the performance goals for the full year, and the participant remains
employed by the Company during the vesting period, the earned restricted shares
will vest and be delivered to the participants over a three-year vesting period:
one-third on January 1, 2010, one-third on January 1, 2011 and
one-third on January 1, 2012. A total of 196,250 shares, assuming 100% of
the performance goal is achieved, could be granted. As of March 31, 2009, the
Company determined that it is not yet probable that the performance conditions
associated with the restricted stock grants for the full calendar year 2009 will
be achieved; therefore, no compensation expense related to these restricted
stock awards was recorded.





11.  DISCONTINUED OPERATIONS.





On
December 26, 2008, the Company completed the sale of substantially all of the
assets of the Company’s RV Segment, consisting of its recreational vehicle
manufacturing and sales business, to Forest River, Inc. The closing
consideration paid was approximately $40.6 million. Of the closing
consideration, approximately $11.5 million was paid into two escrow accounts and
is subject to reduction for indemnification and certain other claims including
warranty. Proceeds were applied in accordance with the terms of the purchase
agreement and were reduced by $1.9 million to settle a contingent liability of
approximately $11.0 million related to the Registrant’s bailment chassis pool
with Ford Motor Company and by $2.0 million to purchase the required 5-year term
of tail insurance. The net proceeds after the escrow, contingent liability
settlement, purchase of insurance and closing costs were approximately $25.2
million. This transaction resulted in the sale of trade accounts receivable,
inventory, and fixed assets with net book values of $5.9 million, $30.8 million,
and $11.7 million, respectively. The net selling price was $5.9 million for
accounts receivable, $22.8 million for inventory, and $10.8 million for fixed
assets.





In
accordance with Statement of Financial Accounting Standard No. 144, the
recreational vehicle operations qualified as a separate component of the
Company’s business and as a result, the operating results of the recreational
vehicle business have been accounted for as a discontinued operation. Previously
reported financial results for all periods presented have been adjusted to
reflect this business as a discontinued operation. Interest expense was
allocated between continuing operations and to discontinued operations based on
the debt that could be identified as specifically attributable to those
operations. Net sales of the recreational vehicle business for the quarter ended
March 31, 2008 was $90.5 million, and the pre-tax profit for the quarter ended
March 31, 2008, was $0.1 million.





12.  RESTRICTED CASH.





The
Company had $16.9 million of restricted cash as of March 31,
2009.  Restricted cash included $6.8 million in cash collateral
required for letters of credit, $8.6 million indemnity escrow account related to
the agreement for the asset sale of the recreational vehicle business (see Note
11, Discontinued Operations) and $1.4 million cash collateral related
to workers compensation trust accounts. The amount as of March 31, 2009
classified as current assets of $0.9 million represents the current portion of
cash collateral for letters of credit. Long-term restricted cash at December 31,
2008 consists of the $8.6 million indemnity escrow account related to the
agreement for the asset sale of the recreational vehicle business, $5.9 million
in cash collateral required for letters of credit and $1.4 million cash
collateral related to workers compensation trust accounts.





13.  DEBT.





On March
23, 2009, Coachmen Industries, Inc. and one of the Company’s directors entered
into an agreement for a $2.3 million short-term note from the Company in
exchange for cash. The note is collateralized by several properties, bears
interest at a rate of 10% per annum and may be called by the note holder on or
after April 20, 2009.





Subsequent Indebtedness -On
April 9, 2009, Coachmen Industries, Inc. and Lake City Bank entered into an
agreement for a $2 million three-year note in exchange for cash loaned to the
Company by Lake City Bank.  The note is fully collateralized by
certain properties, bears interest at the rate of 6.250% per annum, and has a
maturity date of April 9, 2012.





On April
9, 2009, Coachmen Industries, Inc. gave a promissory note to Lake City Bank in
connection with the bank’s provision of a $0.5 million working capital line of
credit.  The note is fully collateralized by certain properties, and
borrowings against this line will bear interest at a variable rate, with a
minimum interest rate of 5% per annum.  This line of credit has a
maturity date of March 31, 2012.


14




Coachmen Industries, Inc. and Subsidiaries


Management’s
Discussion and Analysis of


Financial
Condition and Results of Operations





The
following is management’s discussion and analysis of certain significant
factors, which have affected the Company’s financial condition, results of
operations and cash flows during the periods included in the accompanying
consolidated financial statements. A summary of the changes in the principal
items included in the consolidated statements of operations is shown below
(dollar amounts in thousands).





Three
                    Months
                  
                  
                  
                  
                  
                  Three
                    Months
                  
                  
                  
                  
                  
                  Percentage
      ChangeEnded
                  
                  
                  Percentage
                  
                  
                  Ended
                  
                  
                  Percentage
                  
                  
                  2009March
      31,
                  
                  
                  of
                  
                  
                  March
      31,
                  
                  
                  of
                  
                  
                  to2009
                  
                  
                  Net
      Sales
                  
                  
                  2008
                  
                  
                  Net
      Sales
                  
                  
                  2008Net
      sales:Specialty
      vehicles
                  
                  $
                  1,071
                  
                  
                  
                  9.5
                  %
                  
                  $
                  -
                  
                  
                  
                  -
                  %
                  
                  
                  n/m
                  %Housing
                  
                  
                  10,209
                  
                  
                  
                  90.5
                  
                  
                  
                  30,839
                  
                  
                  
                  100.0
                  
                  
                  
                  (66.9
                  )Consolidated
      total
                  
                  
                  11,280
                  
                  
                  
                  100.0
                  
                  
                  
                  30,839
                  
                  
                  
                  100.0
                  
                  
                  
                  (63.4
                  )Gross
      profit:Specialty
      vehicles
                  
                  
                  (433
                  )
                  
                  
                  (40.4
                  )
                  
                  
                  (146
                  )
                  
                  
                  n/m
                  
                  
                  
                  (196.6
                  )Housing
                  
                  
                  (1,634
                  )
                  
                  
                  (16.0
                  )
                  
                  
                  5,671
                  
                  
                  
                  18.4
                  
                  
                  
                  (128.8
                  )Other
                  
                  
                  (9
                  )
                  
                  
                  -
                  
                  
                  
                  (1
                  )
                  
                  
                  n/m
                  
                  
                  
                  n/mConsolidated
      total
                  
                  
                  (2,076
                  )
                  
                  
                  (18.4
                  )
                  
                  
                  5,524
                  
                  
                  
                  17.9
                  
                  
                  
                  (137.6
                  )Operating
      expenses:Selling
                  
                  
                  637
                  
                  
                  
                  5.7
                  
                  
                  
                  1,652
                  
                  
                  
                  5.4
                  
                  
                  
                  (61.4
                  )General
      and administrative
                  
                  
                  3,589
                  
                  
                  
                  31.8
                  
                  
                  
                  2,625
                  
                  
                  
                  8.5
                  
                  
                  
                  36.7(Gain)
      loss on sale of assets, net
                  
                  
                  1
                  
                  
                  
                  -
                  
                  
                  
                  (26
                  )
                  
                  
                  (0.1
                  )
                  
                  
                  (103.8
                  )Consolidated
      total
                  
                  
                  4,227
                  
                  
                  
                  37.5
                  
                  
                  
                  4,251
                  
                  
                  
                  13.8
                  
                  
                  
                  (0.6
                  )Nonoperating
      (income) expense
                  
                  
                  (183
                  )
                  
                  
                  (1.6
                  )
                  
                  
                  21
                  
                  
                  
                  n/m
                  
                  
                  
                  n/mIncome
      (loss) from continuing operations before income
taxes
                  
                  
                  (6,120
                  )
                  
                  
                  (54.3
                  )
                  
                  
                  1,252
                  
                  
                  
                  4.1
                  
                  
                  
                  (588.8
                  )Tax
      expense (credit)
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Net
      income (loss) from continuing operations
                  
                  
                  (6,120
                  )
                  
                  
                  (54.3
                  )
                  
                  
                  1,252
                  
                  
                  
                  4.1
                  
                  
                  
                  (588.8
                  )Discontinued
      operations:Loss
      from operations of discontinued entities (net of
    taxes)
                  
                  
                  (289
                  )
                  
                  
                  (2.5
                  )
                  
                  
                  (109
                  )
                  
                  
                  (0.4
                  )
                  
                  
                  (365.1
                  )Gain
      on sale of discontinued RV assets (net of taxes)
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  183
                  
                  
                  
                  0.6
                  
                  
                  
                  n/mIncome
      from legal settlement (net of tax)
                  
                  
                  14,722
                  
                  
                  
                  130.5
                  
                  
                  
                  -
                  
                  
                  
                  
                  
                  
                  
                  n/mGain
      from discontinued operations
                  
                  
                  14,433
                  
                  
                  
                  128.0
                  
                  
                  
                  74
                  
                  
                  
                  0.2
                  
                  
                  
                  n/mNet
      income
                  
                  $
                  8,313
                  
                  
                  
                  73.7
                  %
                  
                  $
                  1,326
                  
                  
                  
                  4.3
                  %
                  
                  
                  726.9
                  %n/m
      - not meaningful


The
following table presents key items impacting the results of continuing
operations for the periods presented (in thousands):




Three
      Months Ended
                        
                        Three
      Months EndedMarch
      31, 2009
                        
                        March
      31, 2008Legal/Insurance
      expense recoveries
                        
                        $
                        -
                        
                        
                        $
                        (950
                        )




- 15
-


Index




NET
SALES





Consolidated
net sales from continuing operations for the quarter ended March 31, 2009 were
$11.3 million, a decrease of $19.5 million, or 63.4%, from the $30.8 million
reported for the corresponding quarter last year.





The
Company’s Housing Segment experienced a net sales decrease for the quarter ended
March 31, 2009 of 66.9%, from $30.8 million during the first quarter of 2008 to
$10.2 million for the first quarter of 2009, due mainly to the impact of major
project revenues in the first quarter of 2008 offsetting the weakness in
traditional single-family housing markets. The national housing market continues
to decline as evidenced by U.S. Census Bureau data showing single-family housing
starts declining 51.7% year to date in the first quarter of 2009, following a
full year 2008 decline of 40.5%. To mitigate these conditions, management is
placing more emphasis on providing value to builders and consumers through the
Group’s products. Driven by consumer interest and high energy costs, the housing
industry is beginning to recognize the increasing need for energy efficiency and
the use of sustainable materials in the construction of new homes. The Company
has taken a leadership position in this market transformation with the
introduction of the “Green Catalog” and the Solar Village® product
line. The Group allows consumers to choose which technologies and earth-friendly
materials they want included in their new homes. The Group is working with
design/build architectural firms that specialize in sustainable, innovative,
high-quality modular architecture. The Housing Segment continues to work to
mitigate the Group’s dependence on traditional scattered-lot single-family
housing markets by increasing the expansion into multi-family residential
structures by aggressively pursuing major project opportunities in the
multi-family residential, military housing and commercial markets.





The first
quarter is typically the slowest for the Housing Segment due to inclement
weather affecting the delivery and set of houses, and the first quarter of 2009
was also affected by this typical seasonality.





The
Company’s Specialty Vehicle Segment, through a joint venture with ARBOC
Mobility, manufactures a line of low floor ADA (Americans with Disabilities
Act)-compliant buses under the Spirit of Mobility brand name. While for the
first quarter of 2009, these operations contributed only $1.1 million in
revenue, the Company anticipates significant increases in revenue from the
Specialty Vehicle Group throughout 2009.  All testing required by the
Federal Transit Administration for eligibility to be purchased with federal
funds has been successfully completed at the Altoona Bus Research and Testing
Center in Altoona, Pa. and Canadian certification obtained, allowing
municipalities to now place orders.




COST
OF SALES





Cost of
sales from continuing operations decreased 47.2%, or $12.0 million, for the
three months ended March 31, 2009. As a percentage of net sales, cost of sales
was 118.4% for the three-month period ended March 31, 2009 compared to 82.1% for
the three months ended March 31, 2008. The corresponding gross profit declined
to a loss of $(2.1) million or (18.4)% for the three-month period ended March
31, 2009 compared to a profit of $5.5 million or 17.9% for the three months
ended March 31, 2008. Gross profit was negatively impacted in the first
quarter of 2009 as a result of decreased sales and corresponding production
volume decrease (production volume decreased over 70% compared to the first
quarter of 2008), resulting in lower utilization of the Company's manufacturing
facilities yielding reduced operating leverage. During the first quarter, the
Company announced it was temporarily suspending production at its housing
production facility in North Carolina to increase capacity utilization at the
Company’s other facilities.





OPERATING
EXPENSES





As a
percentage of net sales, operating expenses from continuing operations, which
include selling, general and administrative expenses, were 37.5% and 13.9%
for the three-month periods ended March 31, 2009 and 2008,
respectively.





Selling
expenses were $0.6 million and 5.7% of net sales for the 2009 quarter compared
to $1.7 million and 5.4% of net sales for the three-month period ended March 31,
2008. The $1.0 million reduction in selling expenses for the three-month
period of 2009 versus 2008 was primarily due to reduced payroll related costs
and lower sales promotion expenses as a result of planned cut backs and the
overall lower revenues.





General
and administrative expenses were $3.6 million and 31.8% of net sales for the
2009 quarter compared to $2.6 million and 8.5% for the 2008 corresponding
quarter. The increase of $1.0 million in general and administrative expenses for
the three-month period of 2009 versus 2008 was primarily the result of legal
settlements and insurance recoveries of $1.0 million in the first quarter of
2008, and legal fees for the Crane Composites trial, which were $0.2 million
higher in the first quarter of 2009 compared to 2008.








- 16
-


Index




INTEREST
EXPENSE





Interest
expense was $0.9 million and $0.3 million for the three-month periods ended
March 31, 2009 and 2008, respectively. Interest expense increased due to higher
borrowings during the quarter, primarily from the cash surrender value of
Company-owned life insurance policies.





INVESTMENT
INCOME





There was
a net investment income of $0.2 million for the quarters ended March 31, 2009
and 2008. Investment income is principally attributable to earnings of the life
insurance policies held.





OTHER
INCOME, NET





Other
income, net, represents income of $0.8 million for the first quarter of 2009 and
$0.1 million in the first quarter of 2008. The increase in the first quarter of
2009 was primarily the result of proceeds from a Company-owned life insurance
policy.





PRE-TAX
INCOME (LOSS)





Pre-tax
loss from continuing operations for the first quarter of 2009 was $(6.1) million
compared with a pre-tax income of $1.3 million in the first quarter of
2008. The Housing Segment recorded a pre-tax loss of $(4.5) million in
the first quarter of 2009 or (44.1)% of segment net sales compared with a
pre-tax income of $1.4 million in the first quarter of 2008 or 4.4% of segment
net sales (see Note 2 of Notes to Consolidated Financial
Statements).





INCOME
TAXES





Due to
the Company’s cumulative losses in recent years, no tax benefit from continuing
operations was recognized in the quarter ending March 31, 2009. In the first
quarter of 2008, due to the Company’s cumulative losses in recent years, net
operating loss carryforwards were utilized to offset current taxable income
essentially reducing the effective tax rate to zero for the first quarter of
2008. (see Note 8 of Notes to Consolidated Financial
Statements).





DISCONTINUED
OPERATIONS





In
February 2009 the Company received a favorable verdict against Crane
Composites, Inc. f/k/a Kemlite for breach of contract and multiple warranty
claims arising from the sale of defective sidewall material to Coachmen
Industries, Inc. subsidiaries. All of the counts alleged in the original
complaint were found in favor of the Company. On April 17, 2009, the Company
entered into a settlement agreement with Crane Composites, Inc., f/k/a Kemlite,
with respect to this verdict rendered in favor of the Company and its
subsidiaries, on the liability portion of this lawsuit.  Pursuant to
the terms of the settlement, Crane Composites will pay the Company a total of
$17.75 million in three installments, with the first installment of $10 million
due on or before May 8, 2009, the second installment of $3.875 million due on or
before June 1, 2009 and the final installment of $3.875 million due on or before
July 1, 2009.  Upon full and complete payment of these amounts, the
litigation currently pending against Crane Composites will be dismissed by the
Company with prejudice.





The
settlement with Crane Composites, Inc. resulted in income of $14.7 million net
of contingent attorney fees and taxes.  The parent Company acquired the
claims that were subject to the settlement for fair value from its RV Group
subsidiaries during the fourth quarter of 2008, prior to trial.  Because
the settlement is related to damages originally incurred by the recreational
vehicle business, accounting rules required the Company to record this income
under discontinued operations, even though the settlement is owned by the parent
Company and not the RV Group.





NET
INCOME (LOSS)





Net loss
from continuing operations for the quarter ended March 31, 2009 was ($6.1)
million (a loss of ($0.39) per diluted share) compared to net income from
continuing operations of $1.3 million (a profit of $0.08 per diluted share) for
2008. Net income for the quarter ended March 31, 2009 was $8.3 million (a profit
of $0.53 per diluted share) compared to net income of $1.3 million (a profit of
$0.08 per diluted share) for 2008.







- 17
-


Index





LIQUIDITY,
CAPITAL RESOURCES AND FINANCIAL CONDITION





The
Company generally relies on funds from operations as its primary source of
working capital and liquidity. Previously, the Company had maintained a $55.0
million line of credit to meet its seasonal working capital needs. At December
31, 2008 this bank line of credit had been fully paid and was terminated except
for outstanding letters of credit totaling $6.8 million as of March 31, 2009
that were fully backed by cash collateral which is reflected as restricted cash
on the consolidated balance sheet. The Company has also borrowed against the
cash surrender value of the Company's investment in life insurance contracts. As
of March 31, 2009 and December 31, 2008, $48.9 million and $47.0 million,
respectively, had been borrowed against the cash surrender value of
Company-owned life insurance contracts. As of March 31, 2009, the cash surrender
value of life insurance is approximately $51.5 million, with $48.9 million
borrowed, resulting in a cash surrender value net of loans of $2.6
million.





At March
31, 2009, working capital decreased to $2.0 million from $4.7 million at
December 31, 2008. The $14.0 million decrease in current assets at March 31,
2009 versus December 31, 2008 was primarily due to the decrease in cash and cash
equivalents of $13.3 million. The $11.3 million decrease in current liabilities
at March 31, 2009 versus December 31, 2008 was primarily due to a decrease in
accounts payable of $2.8 million, decreases in accrued expenses and other
liabilities of $7.7 million, and a net decrease in short-term borrowings of $0.8
million.





On
February 26, 2009, Coachmen Industries, Inc. entered into an agreement with
Forest River, Inc. with respect to certain financial obligations under the Asset
Purchase Agreement of November 20, 2008 between the Company and Forest River.
Forest River agreed to accept a fully collateralized short-term note from the
Company. As of March 2, 2009, the outstanding balance on the note was $2.3
million. The note was paid in full on March 23, 2009.





On March
23, 2009, Coachmen Industries, Inc. and one of the Company’s directors entered
into an agreement for a $2.3 million short-term note from the Company in
exchange for cash. The note is collateralized by several properties, bears
interest at a rate of 10% per annum and may be called by the note holder on or
after April 20, 2009.





On April
9, 2009, Coachmen Industries, Inc. and Lake City Bank entered into an agreement
for a $2 million three-year note from the Company in exchange for cash loaned to
the Company by Lake City Bank.  The note is fully collateralized by
certain properties, bears interest at the rate of 6.250% per annum, and has a
maturity date of April 9, 2012.





On April
9, 2009, Coachmen Industries, Inc. gave a promissory note to Lake City Bank in
connection with the bank’s provision of a $0.5 million working capital line of
credit.  The note is fully collateralized by certain properties, and
borrowings against this line will bear interest at a variable rate, with a
minimum interest rate of 5% per annum.  This line of credit has a
maturity date of March 31, 2012.





In
February 2009 the Company received a favorable verdict against Crane
Composites, Inc. f/k/a Kemlite for breach of contract and multiple warranty
claims arising from the sale of defective sidewall material to Coachmen
Industries, Inc. subsidiaries. All of the counts alleged in the original
complaint were found in favor of the Company. On April 17, 2009, the Company
entered into a settlement agreement with Crane Composites, Inc., f/k/a Kemlite,
with respect to this verdict rendered in favor of the Company and its
subsidiaries, on the liability portion of this lawsuit.  Pursuant to
the terms of the settlement, Crane Composites will pay the Company a total of
$17.75 million in three installments, with the first installment of $10 million
due on or before May 8, 2009, the second installment of $3.875 million due on or
before June 1, 2009 and the final installment of $3.875 million due on or before
July 1, 2009.  Upon full and complete payment of these amounts, the
litigation currently pending against Crane Composites will be dismissed by the
Company with prejudice.





The
settlement with Crane Composites, Inc. resulted in income of $14.7 million net
of contingent attorney fees and taxes.  The parent Company acquired the
claims that were subject to the settlement for fair value from its RV Group
subsidiaries during the fourth quarter of 2008, prior to trial.  Because
the settlement is related to damages originally incurred by the recreational
vehicle business, accounting rules required the Company to record this income
under discontinued operations, even though the settlement is owned by the parent
Company and not the RV Group.







- 18
-


Index




CRITICAL
ACCOUNTING POLICIES




The
preparation of the Company's consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States, requires management to make estimates and assumptions that affect
the amounts reported in the financial statements and accompanying notes. On an
ongoing basis, management evaluates these estimates. Estimates are based on
historical experience and on various other assumptions that are believed to be
reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities that are
not readily apparent from other sources. Historically, actual results have not
been materially different from the Company's estimates. However, actual results
may differ from these estimates under different assumptions or conditions. A
summary of the Company’s more significant accounting policies that require the
use of estimates and judgments in preparing the financial statements is provided
in the Company’s 10-K Report for the year ended December 31, 2008. During the
first three months of fiscal 2009, there was no material change in the
accounting policies and assumptions previously disclosed.





New
Accounting Pronouncements




In
September 2006, the Financial Accounting Standards Board (FASB) issued SFAS No.
157, Fair Value
Measurements (SFAS No. 157). SFAS No. 157 establishes a framework for
measuring the fair value of assets and liabilities. This framework is intended
to provide increased consistency in how fair value determinations are made under
various existing accounting standards which permit, or in some cases require,
estimates of fair market value. SFAS No. 157 also expands financial statement
disclosure requirements about a company’s use of fair value measurements,
including the effect of such measures on earnings.  In February 2008,
the FASB issued a one-year deferral for non-financial assets and liabilities to
comply with SFAS No. 157. We adopted SFAS No. 157 for financial assets
and liabilities in the first quarter of 2008. We adopted SFAS No. 157 for
non-financial assets and liabilities in the first quarter of 2009. We had no
required fair value measurements for non-financial assets and liabilities in the
first quarter of 2009 and no required additional disclosures upon adoption.
There were no material effects upon adoption of this new accounting
pronouncement on our financial statements.





In
December 2007, the Financial Accounting Standards Board (FASB) issued SFAS No.
141 (revised 2007), Business
Combinations, (SFAS No. 141R). SFAS No. 141R provides revised guidance on
how acquirers recognize and measure the consideration transferred, identifiable
assets acquired, liabilities assumed, noncontrolling interests, and goodwill
acquired in a business combination. SFAS No. 141R also expands required
disclosures surrounding the nature and financial effects of business
combinations. The Company believes that the adoption of SFAS 141 (revised 2007)
could have an impact on the accounting for any future acquisition, if one were
to occur. The Company will be required to apply the guidance in SFAS 141R for
any future business combinations.





In March
2008 the FASB issued SFAS 161, Disclosures about Derivative
Instruments and Hedging Activities — an amendment of FASB Statement
No. 133. SFAS 161 amends and expands the disclosure
requirements of FASB Statement No. 133, requiring enhanced disclosures
about the Company’s derivative and hedging activities. The adoption of SFAS 161
did not have a material impact on the Company’s financial
statements.





In May
2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted
Accounting Principles (SFAS 162).  SFAS 162 identifies the
sources of accounting principles to be used in the preparation of financial
statements of nongovernmental entities that are presented in conformity with
generally accepted accounting principles (GAAP) in the U.S. (the GAAP
hierarchy). SFAS 162 is effective 60 days following the SEC approval of the
Public Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in
Conformity with Generally Accepted Accounting Principles.  The
Company currently adheres to the GAAP hierarchy as presented in SFAS 162, and
does not expect its adoption will have a material impact on its consolidated
results of operations and financial condition.


- 19
-


Index




Forward-Looking
Statements





This Form
10-Q Report contains certain statements that are "forward-looking" statements
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934, as amended. These forward-looking
statements are based on management’s expectations and beliefs concerning future
events. Forward-looking statements are subject to risks and uncertainties, and
are dependent on various factors, many of which are outside the control of the
Company. These uncertainties and other factors include, but are not limited
to:





•
                  the
      ability of the management team to achieve desired
  results;•
                  interest
      rates, which affect the affordability of the Company's
      products;•
                  consumer
      confidence and the availability of consumer credit;•
                  the
      availability of financing to the Company and its
  customers;•
                  the
      Company’s ability to utilize manufacturing resources
      efficiently;•
                  the
      Company’s ability to introduce new homes and features that achieve
      consumer acceptance;•
                  the
      margins associated with the mix of products the Company sells in a
      particular period;•
                  the
      impact of sub-prime lending on the availability of credit for the broader
      housing market;•
                  adverse
      weather conditions affecting home deliveries;•
                  potential
      liabilities under repurchase agreements and guarantees;•
                  tax
      law changes could make home ownership more expensive or less
      attractive;•
                  legislation
      governing the relationships of the Company with its
    builders;•
                  the
      price volatility of materials used in production and the ability to pass
      on rapidly increasing costs of product components and raw materials to end
      buyers;•
                  the
      availability and cost of real estate for residential
    housing;•
                  the
      increased size and scope of work of major projects, as compared to the
      Company's traditional single-family homes business, with increased
      reliance on third parties for performance which could impact the
      Company;•
                  the
      ability to perform in new market segments or geographic areas where it has
      limited experience;•
                  the
      supply of existing homes within the Company’s markets;•
                  the
      impact of home values on housing demand;•
                  uncertainties
      and timing with respect to sales resulting from recovery efforts in the
      Gulf Coast;•
                  changing
      government regulations, including those covering accounting
      standards;•
                  environmental
      matters or product warranties and recalls, which may affect costs of
      operations, revenues, product acceptance and
  profitability;•
                  changes
      in property taxes and energy costs;•
                  changes
      in federal income tax laws and federal mortgage financing
      programs;•
                  competition
      in the industries in which the Company operates;•
                  further
      developments in the war on terrorism and related international
      crises;•
                  uncertainties
      of matters in litigation and other risks and
  uncertainties;•
                  the
      ability of the Company to generate taxable income in future years to
      utilize deferred tax assets and net operating loss carryforwards that are
      available;•
                  the
      collectibility of debt owed to the Company for sold
  assets;•
                  the
      Company’s ability to increase gross margins which are critical whether or
      not there are increased sales;•
                  the
      Company’s use of incentives at either the wholesale or retail
      level;•
                  the
      dependence on key customers within certain product
  types;•
                  the
      potential fluctuation in the Company’s operating
  results;•
                  the
      addition or loss of builders;•
                  the
      introduction and marketing of competitive product by others, including
      significant discounting offered by our competitors;•
                  uncertainties
      regarding the impact of the disclosed restructuring
  steps;•
                  the
      ability to attract and retain qualified senior
managers;•
                  uncertainties
      regarding the duration and depth of the recession and the timing and
      speed of recovery in the housing market;•
                  the
      ability of the Company to bond major government
  contracts;•
                  the
      ability to produce buses to meet demand;•
                  liquidity;•
                  the
      availability of working capital;•
                  the
      consolidation of distribution
channels.




- 20
-


Index




In
addition, investors should be aware that generally accepted accounting
principles prescribe when a company must disclose or reserve for particular
risks, including litigation exposures. Accordingly, results for a given
reporting period could be significantly affected if and when a reserve is
established for a major contingency. Reported results may therefore appear to be
volatile in certain accounting periods. The foregoing lists are not exhaustive,
and the Company disclaims any obligation to subsequently revise any
forward-looking statements to reflect events or circumstances after the date of
such statements.





At times,
the Company's actual performance differs materially from its projections and
estimates regarding the economy, the specialty vehicle and housing industries
and other key performance indicators. Readers of this Report are cautioned that
reliance on any forward-looking statements involves risks and uncertainties.
Although the Company believes that the assumptions on which the forward-looking
statements contained herein are reasonable, any of those assumptions could prove
to be inaccurate given the inherent uncertainties as to the occurrence or
nonoccurrence of future events. There can be no assurance that the
forward-looking statements contained in this Report will prove to be accurate.
The inclusion of a forward-looking statement herein should not be regarded as a
representation by the Company that the Company's objectives will be
achieved.




- 21
-


Index




ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK




In the
normal course of business, operations of the Company are exposed to fluctuations
in interest rates. These fluctuations can vary the costs of financing and
investing yields. During the first three months of 2009, the Company has
utilized borrowings against the cash surrender value of the Company's investment
in life insurance contracts to meet short-term working capital needs. As of
March 31, 2009 and December 31, 2008, $48.9 million and $47.0 million,
respectively, had been borrowed against the cash surrender value of
Company-owned life insurance contracts.





At March
31, 2009, the Company had one interest rate swap agreement with a notional
amount of $1.8 million that was used to convert the variable interest rates on
an industrial development revenue bond to a fixed rate. In accordance with
the terms of the swap agreement, the Company pays a 3.71% interest rate, and
receives the Bond Market Association Index (BMA), calculated on the notional
amount, with net receipts or payments being recognized as adjustments to
interest expense. This swap agreement is designated as a cash flow hedge for
accounting purposes and effectively converts a portion of the Company's
variable-rate borrowing to a fixed-rate basis through November of 2011, thus
reducing the impact of changes in interest rates on future interest expense. The
fair value of the Company's interest rate swap agreement represents the
estimated receipts or payments that would be made to terminate the agreements. A
cumulative gain of approximately $3,000, net of taxes, attributable to changes
in the fair value of interest rate swap agreements was recorded as a component
of accumulated other comprehensive income (loss) for the quarter ended March 31,
2009. If in the future the interest rate swap agreements were determined to be
ineffective or were terminated before the contractual termination dates, or if
it became probable that the hedged variable cash flows associated with the
variable-rate borrowings would stop, the Company would be required to reclassify
into earnings all or a portion of the unrealized losses on cash flow hedges
included in accumulated other comprehensive income (loss).





ITEM 4. CONTROLS AND PROCEDURES





The
Company’s management, with the participation of the Company’s Chief Executive
Officer and Chief Financial Officer, has evaluated the effectiveness of the
Company’s disclosure controls and procedures as of March 31, 2009. Based on that
evaluation, the Company’s Chief Executive Officer and Chief Financial Officer
concluded that the Company’s disclosure controls and procedures were effective
as of March 31, 2009.





There
have been no changes during the quarter ended March 31, 2009 that have
materially affected, or are reasonably likely to materially affect, the
Company's internal control over financial reporting.




- 22
-


Index




PART
II. OTHER INFORMATION





Item 6. Exhibits





See Index
to Exhibits incorporated by reference herein.




- 23
-


Index




SIGNATURES





Pursuant
to the requirements of the Securities and Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.











COACHMEN
INDUSTRIES, INC.


(Registrant)











Date:
      May 4, 2009
            By:
            /s/
      Richard M. LaversRichard
      M. Lavers, Chief Executive OfficerDate:
      May 4, 2009
            By:
            /s/
      Colleen A. ZuhlColleen
      A. Zuhl, Chief Financial OfficerDate:
      May 4, 2009
            By:
            /s/
      Stephen L. PattersonStephen
      L. Patterson, Corporate Controller




- 24
-


Index


INDEX TO EXHIBITS




Number
      Assigned
              In
      Regulation
              S-K,
      Item 601
            Description
      of Exhibit(3)(a)(i)
            Articles
      of Incorporation of the Company as amended on May 30, 1995 (incorporated
      by reference to Exhibit 3(i) to the Company's Annual Report on Form 10-K
      for the fiscal year ended December 31, 1995).(3)(a)(ii)
            Articles
      of Amendment to Articles of Incorporation (incorporated by reference to
      Exhibit 4.2 to the Company's Form S-3 Registration Statement, File No.
      333-14579).(3)(b)
            By-Laws
      as modified through May 1, 2008 (incorporated by reference to Exhibit 3(b)
      to the Company’s Quarterly Report on Form 10-Q for the quarter ended June
      30, 2008).(10)(a)
            Demand
      Promissory Note, dated March 23, 2009, in the original principal amount of
      $2,344,801.71 by Coachmen Industries, Inc. as maker and endorser, payable
      to Robert J. Deputy (incorporated by reference to Exhibit 10.1 to the
      Company’s Current Report on Form 8-K filed March 24,
  2009).(10)(b)
            Promissory
      Note dated April 9, 2009 in the original principal amount of $2,000,000 by
      Coachmen Industries, Inc. as maker and endorser, payable to Lake City Bank
      on or before April 9, 2012 (incorporated by reference to Exhibit 10.1 to
      the Company’s Current Report on Form 8-K filed April 9,
    2009).(10)(c)
            Promissory
      Note dated April 9, 2009 in the maximum principal amount of $500,000 by
      Coachmen Industries, Inc. as maker and endorser, payable to Lake City Bank
      on or before March 31, 2012 (incorporated by reference to Exhibit 10.2 to
      the Company’s Current Report on Form 8-K filed April 9,
      2009).(31.1)
            Rule 13a-14(a) Certification of Chief Executive
      Officer.(31.2)
            Rule 13a-14(a) Certification of Chief Financial
      Officer.(32.1)
            Section 1350 Certification of Chief Executive
      Officer.(32.2)
            Section 1350 Certification of Chief Financial
      Officer.








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