SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
(Mark One)
{X} QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 2003
{ } TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
Commission file number 0-22268
NATIONAL R.V. HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware 33-0371079
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3411 N. Perris Blvd., Perris, California 92571
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (909) 943-6007
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES X NO __
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Class Outstanding at June 30, 2003
Common stock, par value 9,832,161
$.01 per share
EXPLANATORY NOTE
RESTATEMENT OF PRIOR FINANCIAL INFORMATION
As described in the Form 8-K filed by National R.V. Holdings, Inc. (the
"Company") with the Securities and Exchange Commission on February 17, 2004, the
Company, as part of its fourth quarter 2003 press release, announced that the
financial statements for the first three quarters of 2003 were to be restated to
record recently uncovered inventory losses in the proper periods. As part of the
year-end closing procedures, the Company counts the amount of inventory on hand
and adjusts the books and records for any differences. As a result of the
inventory count of raw materials as of December 31, 2003 the Company recorded an
inventory adjustment totaling $2.7 million. Based on the Company's analysis,
these adjustments were primarily attributable to the exclusion of certain
inventory items and costs from the standard costs used throughout the year at
the NRV division to record inventory usage. As a result, the Company has
determined that costs of goods sold, gross loss, income tax benefit, net loss,
and inventory, as previously reported in the June 30, 2003 10-Q, needed to be
restated. The restated costs of goods sold for the quarter ended June 30, 2003
increased by $1.1 million, and income tax benefit, and net loss increased by
$0.4 million and $0.7 million, respectively and gross profit and inventory
decreased by $1.1 million and $2.1 million, respectively. As a result, loss per
share for the three months ended June 30, 2003 increased by $0.07 to $0.35 per
share.
This Form 10-Q/A only reflects the effects of the restatement and does not
otherwise reflect events occurring after the filing of the original Quarterly
Report on Form 10-Q or otherwise modify or update those disclosures.
2
NATIONAL R.V. HOLDINGS, INC.
INDEX
PAGE
PART I - FINANCIAL INFORMATION
Item 1. Consolidated Balance Sheets -
June 30, 2003 (Restated) and December 31, 2002 4
Consolidated Statements of Operations -
Three and Six Months Ended June 30, 2003 (Restated)
and 2002 5
Consolidated Statements of Cash Flows -
Six Months Ended June 30, 2003 (Restated) and 2002 6
Notes to Consolidated Financial Statements 7 - 12
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 13 - 18
Item 4. Controls and Procedures 19
PART II - OTHER INFORMATION
Item 5. Submission of Matters to a Vote of Security Holders 20
Item 6. Exhibits and Reports on Form 8-K 21
Signature 22
This form 10-Q/A amends only those items identified in the Index, and no
other information included in the Company's Quarterly Report on Form 10-Q is
amended hereby.
3
NATIONAL R.V. HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts)
June 30, December 31,
2003 2002
---- ----
(Restated and
Unaudited)
ASSETS
Current assets:
Cash and cash equivalents...................... $ 3,623 $ 14
Trade receivables, less allowance for doubtful
accounts ($238 and $276, respectively)......... 11,023 9,829
Inventories.................................... 63,076 72,532
Deferred income taxes.......................... 6,782 6,005
Income taxes receivable........................ - 7,015
Prepaid expenses............................... 1,565 2,134
-------- --------
Total current assets......................... 86,069 97,529
Property, plant and equipment, net............... 41,985 43,230
Long-term deferred income taxes.................. 4,107 367
Other............................................ 673 1,013
-------- --------
$132,834 $142,139
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Line of credit................................. $ - $ 4,943
Book overdraft................................. - 943
Current portion of long-term debt.............. 22 22
Accounts payable............................... 19,252 13,483
Accrued expenses............................... 21,028 22,291
-------- --------
Total current liabilities.................... 40,302 41,682
Deferred income taxes............................ 6,487 6,273
Long-term debt................................... 8 19
-------- --------
Total liabilities............................ 46,797 47,974
-------- --------
Commitments and contingencies
Stockholders' equity:
Preferred stock - $0.01 par value; 5,000 shares
authorized, 4,000 issued and outstanding....... - -
Common stock - $0.01 par value; 25,000,000 shares
authorized, 9,832,161 issued outstanding at June
30, 2003 and December 31, 2002................. 98 98
Additional paid-in capital....................... 34,302 34,302
Retained earnings................................ 51,637 59,765
-------- --------
Total stockholders' equity................... 86,037 94,165
-------- --------
$132,834 $142,139
======== ========
See Notes to Consolidated Financial Statements.
4
NATIONAL R.V. HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
Three Months Six Months
Ended June 30, Ended June 30,
2003 2002 2003 2002
---- ---- ---- ----
(Restated) (Restated)
Net sales............................$ 73,471 $ 87,466 $ 151,572 $ 166,787
Cost of goods sold................... 73,907 83,603 154,094 163,177
-------- -------- --------- ---------
Gross (loss) profit.............. (436) 3,863 (2,522) 3,610
Selling expenses..................... 2,952 3,398 6,085 6,827
General and administrative expenses.. 1,958 2,662 4,077 4,570
-------- -------- --------- ---------
Operating loss................... (5,346) (2,197) (12,684) (7,787)
Interest and other expense, net...... 55 (4) 219 (309)
-------- -------- --------- ---------
Loss before income taxes......... (5,401) (2,193) (12,903) (7,478)
Benefit for income taxes............. (1,999) (797) (4,775) (2,767)
-------- -------- --------- ---------
Net loss.........................$ (3,402) $ (1,396) $ (8,128) $ (4,711)
======== ======== ========= =========
Loss per common share:
Basic............................$ (0.35) $ (0.14) $ (0.83) $ (0.48)
Diluted..........................$ (0.35) $ (0.14) $ (0.83) $ (0.48)
Weighted average number of shares:
Basic............................ 9,832 9,776 9,832 9,747
Diluted.......................... 9,832 9,776 9,832 9,747
See Notes to Consolidated Financial Statements.
5
NATIONAL R.V. HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Six Months
Ended March 31,
2003 2002
---- ----
(Restated)
Cash flows from operating activities:
Net loss.................................. $ (8,128) $ (4,711)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation............................. 1,974 1,908
Gain on asset disposal................... - (348)
Changes in assets and liabilities:
Increase in trade receivables........... (1,194) (8,800)
Decrease in inventories................. 9,456 17,000
Decrease in income taxes receivable..... 7,015 4,162
Decrease in prepaid expenses............ 569 766
Increase (decrease) in accounts payable. 5,769 (7,009)
(Decrease) increase in accrued expenses. (1,049) 498
Increase in deferred income taxes (4,517) (459)
--------- ----------
Net cash provided by operating activities. 9,895 3,007
--------- ----------
Cash flows from investing activities:
Decrease in other assets.................. 340 66
Proceeds from sale of assets.............. - 2,424
Purchase of property, plant and equipment. (729) (2,595)
--------- ----------
Net cash used in investing activities.... (389) (105)
--------- ----------
Cash flows from financing activities:
Net advance on line of credit............. (4,943) -
Decrease in book overdraft................ (943) (608)
Principal payments on long-term debt...... (11) (11)
Proceeds from issuance of common stock.... - 1,074
--------- ---------
Net cash (used in) provided by financing
activities............................... (5,897) 455
--------- ---------
Net increase in cash........................ 3,069 3,357
Cash, beginning of period................... 14 22
--------- ---------
Cash, end of period......................... $ 3,623 $ 3,379
========= =========
See Notes to Consolidated Financial Statements.
6
NATIONAL R.V. HOLDINGS, INC.
PART I, ITEM 1
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTE 1 - GENERAL
In the opinion of National R.V. Holdings, Inc. (collectively, with its
subsidiaries National R.V., Inc. (NRV) and Country Coach, Inc. (CCI) referred to
herein as the "Company"), the accompanying unaudited consolidated financial
statements contain all adjustments, consisting only of normal recurring
adjustments, necessary for the fair presentation of the financial position,
results of operations and cash flows for all periods presented. Results for the
interim periods are not necessarily indicative of the results for an entire year
and the financial statements do not include all of the information and footnotes
required by generally accepted accounting principles. These financial statements
should be read in conjunction with the financial statements and notes thereto
contained in the Company's latest annual report on Form 10-K. Certain
reclassifications, none of which affected net loss or retained earnings, have
been made to prior period amounts to conform to current period presentation.
NOTE 2 - RESTATEMENT OF FINANCIAL STATEMENTS
As part of the year-end closing procedures, the Company counts the amount
of inventory on hand and adjusts the books and records for any differences. As a
result of the inventory count of raw materials as of December 31, 2003, the
Company recorded an inventory adjustment totaling $2.7 million. Based on the
Company's analysis, these adjustments were primarily attributable to the
exclusion of certain inventory items and costs from the standard costs used
throughout the year at the NRV division to record inventory usage. As a result,
the Company has determined that cost of goods sold, gross profit, net loss and
inventory, as previously reported in the June 30, 2003, 10-Q, need to be
restated. The restated costs of goods sold and income tax benefit for the
quarter ended June 30, 2003 increased by $1.1 million and $0.4 million,
respectively. Gross profit and inventory decreased by $1.1 million $2.1 million,
respectively. As a result, loss per share for the three months ended June 30,
2003, increased by $0.07 to $0.35 per share.
The balance sheet and statement of operations have been restated as
follows:
Balance Sheet
June 30, 2003
As reported Restated
----------- --------
Inventories....................... $ 65,185 $ 63,076
Current deferred income taxes..... 6,005 6,782
Retained earnings................. 52,969 51,637
Statements of Operations
Three Months Ended Six Months Ended
June 30, 2003 June 30, 2003
As reported Restated As reported Restated
----------- -------- ----------- --------
Net sales......................... $ 73,471 $ 73,471 $151,572 $151,572
Cost of goods sold................ 72,805 73,907 151,985 154,094
Gross profit (loss)............... 666 (436) (413) (2,522)
Operating loss.................... (4,244) (5,346) (10,575) (12,684)
Loss before income taxes.......... (4,299) (5,401) (10,794) (12,903)
Benefit for income taxes.......... (1,592) (1,999) (3,998) (4,775)
Net loss.......................... (2,707) (3,402) (6,796) (8,128)
Loss per common share - basic..... $ (0.28) $ (0.35) $ (0.69) $ (0.83)
Loss per common share - diluted... $ (0.28) $ (0.35) $ (0.69) $ (0.83)
Weighted average number of shares:
Basic........................... 9,832 9,832 9,832 9,832
Diluted......................... 9,832 9,832 9,832 9,832
7
NOTE 3 - CONTINUATION OF LOSSES
The Company experienced a net loss in the second quarter of 2003 totaling
$3.4 million and an $8.1 million net loss for the six months ended June 30,
2003. The Company had net losses totaling $21.4 million and $11.5 million for
the years ended December 31, 2002 and 2001, respectively. Continued losses could
reduce the Company's liquidity and cause the Company to reduce its expenditures
on capital improvements, machinery and equipment, and research and development.
This could have a negative effect on the Company's ability to maintain
production schedules, manufacture products of high quality, and develop and
manufacture new products that will achieve market acceptance. This could, in
turn, have a negative impact on the Company's sales and earnings. If the Company
continues to suffer losses, the Company could be unable to implement its
business and financial strategies or meet its obligations when due. The
Company's losses in 2002 and 2001 were mainly caused by (i) the recognition of
the complete impairment of the Company's goodwill in 2002, (ii) continued
significant discounting to wholesale distributors, (iii) continued high warranty
costs, (iv) excess manufacturing capacity and related fixed costs caused by
continued low volumes, and (v) a workers' compensation reserve increase in 2002.
These factors were exacerbated by weaker general economic conditions and
declining consumer confidence during the period. Although 2003 has seen
improvement in warranty costs, there are no assurances that the conditions that
have resulted in the Company's losses in 2002 and 2001 will not continue through
2003 and beyond.
NOTE 4 - RECENT ACCOUNTING PRONOUNCEMENTS
In July 2002, the Financial Accounting Standards Board issued SFAS No. 146,
"Accounting for Costs Associated with Exit or Disposal Activities." SFAS No. 146
requires recognition of a liability for a cost associated with an exit or
disposal activity when the liability is incurred, as opposed to when the entity
commits to an exit plan under previous guidance. This statement is effective for
exit or disposal activities initiated after December 31, 2002. The Company
adopted SFAS No 146 on January 1, 2003, which had no material impact on the
Company's consolidated financial statements.
8
NOTE 5 - CREDIT FACILITY
The Company has an asset-based revolving credit facility of $15,000,000
with UPS Capital Corporation ("UPSC"). This credit facility expires August 2005.
As of June 30, 2003, $5,310,000 of a possible $7,000,000 of the line-of-credit
was reserved for a letter of credit issued to serve as security for NRV's
self-insured workers' compensation program, as required by the State of
California. The Company has reserved an additional $326,000 from the
line-of-credit for another contingent liability. The remaining $9,364,000 was
available for general corporate and working capital needs and capital
expenditures. The Company was able to provide alternative security for its NRV
self-insured workers' compensation program starting in July 2003. This allowed
for the removal of the letter-of-credit and freeing up $5,310,000 of the
line-of-credit. Amounts borrowed under the revolving credit facility bear
interest at the prime rate listed in the Wall Street Journal plus 0.75
percentage points. The credit facility contains, among other provisions, certain
financial covenants, including net worth requirements. At June 30, 2003, the
full $9,364,000 was available for use under this facility and the Company was
not in default with any covenants of its loan agreement with UPSC. On February
6, 2003, the Company and UPSC entered into a loan modification agreement,
increasing the credit facility from $15,000,000 to $20,000,000 for a 120-day
period, ending June 6, 2003. This loan modification has now expired.
NOTE 6 - STOCK BASED COMPENSATION
The Company has six fixed option plans that reserve shares of common stock
for issuance to executives, key employees and directors. The Company has also
issued fixed options outside of such plans pursuant to individual stock option
agreements. Options granted to non-employee directors generally vest immediately
upon grant and expire five to ten years from the date of grant. Options granted
to employees generally vest in three equal annual installments and expire five
years from the date of grant. The price of the options granted pursuant to these
plans will not be less than 100 percent of the market value of the shares on the
date of grant. There were no options granted during 2003 or 2002.
No compensation cost has been recognized for these fixed options in the
financial statements. Had compensation cost for the Company's stock option plans
and individual option agreements been determined based on the fair value rather
than market value at the grant date for awards under those plans and agreements,
the Company's pro forma net loss and pro forma loss per share would have been as
follows:
9
All amounts in thousands except per share amounts
Three Months Six Months
Ended June 30, Ended June 30,
--------------------------------------
2003 2002 2003 2002
---- ---- ---- ----
Net loss - as reported....... $ (3,402) $ (1,396) $ (8,128) $ (4,711)
Total stock-based employee
compensation expense determined
under fair value based method
for all awards, net of related
tax effect.................. $ (83) $ (238) $ (190) $ (592)
-------- -------- -------- --------
Pro forma....... $ (3,485) $ (1,634) $ (8,318) $ (5,303)
======== ======== ======== ========
Basic loss per share - as
reported..................... $ (0.35) $ (0.14) $ (0.83) $ (0.48)
Total stock-based employee
compensation expense determined
under fair value based method
for all awards, net of related
tax effect.................. $ (0.01) $ (0.02) $ (0.02) $ (0.06)
-------- -------- -------- ---------
Pro forma....... $ (0.35) $ (0.17) $ (0.85) $ (0.54)
======== ======== ======== ========
Diluted loss per share - as
reported..................... $ (0.35) $ (0.14) $ (0.83) $ (0.48)
Total stock-based employee
compensation expense determined
under fair value based method
for all awards, net of related
tax effect.................. $ (0.01) $ (0.02) $ (0.02) $ (0.06)
-------- -------- -------- ---------
Pro forma....... $ (0.35) $ (0.17) $ (0.85) $ (0.54)
======== ======== ======== ========
10
NOTE 7 - LOSS PER SHARE
Basic earnings per share are based upon the weighted average number of
common shares outstanding during a period. Diluted earnings per share are based
upon the weighted average number of common shares plus the incremental dilutive
effect of the securities convertible to common stock. The difference in the
shares used to determine basic and diluted EPS is as follows:
Amounts are in thousands
Three Months Six Months
Ended June 30, Ended June 30,
------------------------------------------
2003 2002 2003 2002
---- ---- ---- ----
Shares used for basic........... 9,832 9,776 9,832 9,747
Dilutive effect:
Stock options................. - - - -
Warrants...................... - - - -
----- ----- ----- -----
Shares used for diluted......... 9,832 9,776 9,832 9,747
===== ===== ===== =====
Shares excluded from
EPS calculation................. 66 773 147 615
NOTE 8 - COMMITMENTS AND GUARANTEES
As is customary in the industry, the Company generally agrees with its
dealers' lenders to repurchase any unsold RVs if the dealers become insolvent
within one year of the purchase of such RVs. Although the total contingent
liability under these agreements approximates $93 million at June 30, 2003, as
with accounts receivable, the risk of loss is spread over numerous dealers and
lenders and is further reduced by the resale value of the RVs which the Company
would be required to repurchase. Losses under these agreements have not been
material in the past and management does not believe that any future losses
under such agreements will have a material adverse effect on the Company's
consolidated financial position or results of operations.
The Company's warranty reserve is established based on its best estimate of
the amounts necessary to settle future and existing claims on products sold as
of the balance sheet date. The Company records an estimate for future
warranty-related costs based on recent actual warranty claims. Also, the
Company's recall reserve is established, as necessary, based on management's
estimate of the cost per unit to remedy the problem and the estimated number of
units that will ultimately be brought in for the repair.
11
Amounts are in thousands
Three Months Ended June 30, 2003 and 2002
Beginning
Balance as of Ending
March 31, 2003 Additions Deductions Balance
----------------------------------------------------
Warranty Reserve June 30, 2003 $11,570 $1,267 $1,847 $10,990
Beginning
Balance as of Ending
March 31, 2002 Additions Deductions Balance
----------------------------------------------------
Warranty Reserve June 30, 2002 $12,411 $1,524 $631 $13,304
Six Months Ended June 30, 2003 and 2002
Beginning
Balance as of Ending
December 31, 2002 Additions Deductions Balance
--------------------------------------------------
Warranty Reserve June 30, 2003 $11,840 $2,611 $3,461 $10,990
Beginning
Balance as of Ending
December 31, 2002 Additions Deductions Balance
--------------------------------------------------
Warranty Reserve June 30, 2002 $13,016 $2,189 $1,901 $13,304
NOTE 9 - INVENTORIES
Inventories consist of the following (in thousands):
June 30, Dec. 31,
2003 2002
-------- --------
Finished goods.......... $ 14,996 $ 20,671
Work-in-process......... 23,979 25,391
Raw materials........... 17,714 16,309
Chassis................. 6,387 10,161
-------- --------
$ 63,076 $ 72,532
======== ========
12
NATIONAL R.V. HOLDINGS, INC.
PART I, ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Disclosure Regarding Forward Looking Statements
This Quarterly Report on Form 10-Q/A contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995.
Investors are cautioned that forward-looking statements are inherently
uncertain. Actual performance and results may differ materially from that
projected or suggested herein due to certain risks and uncertainties including,
without limitation, potential fluctuations in the Company's operating results;
continuation of losses; seasonality and economic conditions; dependence on
certain dealers and concentration of dealers in certain regions; dependence on
chassis suppliers; potential liabilities under repurchase agreements;
competition; government regulation; warranty claims; and product liability.
Certain risks and uncertainties that could cause actual results to differ
materially from that projected or suggested are set forth in the Company's
filings with the Securities and Exchange Commission (the "SEC") and the
Company's public announcements, copies of which are available from the SEC or
from the Company upon request.
Liquidity and Capital Resources
At June 30, 2003, the Company had working capital of $45.8 million compared
to $55.8 million at December 31, 2002.
The Company's primary sources of liquidity are internally generated cash
from operations and available borrowings under its credit facility. During the
first six months of 2003, the Company provided cash from operations of $9.0
million, compared to $2.4 million of cash provided from operations during the
first six months of 2002. This increase was due primarily to a $9.5 million
decrease in inventories, a $7.0 million receipt of income taxes receivable, and
an increase of $5.8 million in accounts payable, partially offset by an increase
of $1.2 million in trade receivables, a $4.5 million increase in deferred taxes
and an $8.1 million net loss that includes $2.0 million of depreciation. The
increase in accounts payable is primarily attributable to an increase in
purchases for the new 2004 model year change over. The decrease in inventories
reflects the Company's continuing efforts to manage working capital.
Net cash used in investing activities was $0.4 million for the six months
ended June 30, 2003. This represents the purchase of property plant and
equipment totaling $0.7 million, partially offset by the decrease in other
assets totaling $0.3 million.
Net cash used in financing activities was $5.0 million for the six months
ended June 30, 2003. This represents the pay down of $4.9 million against the
line-of-credit.
13
The Company has an asset-based revolving credit facility of $15,000,000
with UPS Capital Corporation ("UPSC"). This credit facility expires August,
2005. As of June 30, 2003, $5,310,000 of a possible $7,000,000 of the
line-of-credit was reserved for a letter of credit issued to serve as security
for NRV's self-insured workers' compensation program, as required by the State
of California. The Company has reserved an additional $326,000 from the
line-of-credit for another contingent liability. The remaining $9,364,000 was
available for general corporate and working capital needs and capital
expenditures. The Company was able to provide alternative security for its NRV
self insured workers' compensation program starting July 2003. This allowed for
the removal of the letter-of-credit and freeing up $5,310,000 of the
line-of-credit. Amounts borrowed under the revolving credit facility bear
interest at the prime rate listed in the Wall Street Journal plus 0.75
percentage points. The credit facility contains, among other provisions, certain
financial covenants, including net worth requirements. At June 30, 2003, the
full $9,364,000 was available for use under this facility and the Company was
not in default with any covenants of its loan agreement with UPSC. On February
6, 2003, the Company and UPSC entered into a loan modification agreement,
increasing the credit facility from $15,000,000 to $20,000,000 for a 120-day
period, ending June 6, 2003. This loan modification has now expired.
The Company's consolidated financial statements have been presented on the
basis that it will continue as a going-concern, which contemplates the
realization of assets and the satisfaction of liabilities in the normal course
of business. The Company has suffered net losses of $21,422,000 and $11,461,000
and recorded net income of $9,956,000 for the years ended December 31, 2002,
2001 and 2000, respectively. The Company has used cash from operating activities
of $4,444,000, $12,630,000 and provided cash from operating activities of
$26,330,000 for the years ended December 31, 2002, 2001 and 2000, respectively.
The Company has funded its financial needs primarily through operations and
its existing line of credit. At June 30, 2003, the Company had cash and cash
equivalents of $3.6 million and working capital of $45.8 million. The Company
remains dependent upon its ability to obtain outside financing either through
the issuance of additional shares of its common stock or through borrowings
until it achieves sustained profitability through a combination of increased
sales and improved product margins.
Management intends to start or continue a variety of initiatives to improve
its working capital position, including i) introduction of new 2004 models with
some product re-pricing to more competitive levels, ii) head count rebalancing
to sustainable production levels, iii) an engineering review of material
components for the removal of non-value added items to reduce both material
costs and assembly steps, iv) continued focus on improving quality through
comprehensive inspections and timely reporting of failures, v) manufacturing
efficiency improvements through longer lead times for production increases
allowing better training of new hires to the direct work force, vi)
non-producing asset dispositions, vii) a substantial reduction in all categories
of inventory, viii) pursuing the reduction of workers' compensation claims at
NRV through the use of consultants, and ix) continuing to seek improved
manufacturing methods. The Company's success in the execution of these
initiatives may have a significant impact on the Company's liquidity during the
next 12 months.
The Company believes the combination of internally generated funds, working
capital, and unused borrowing availability will be sufficient to meet the
Company's planned capital and operational requirements for at least the next 12
months. Should the Company require further capital resources during the next 12
months, it would most likely address such requirement through a combination of
sales of its products, sales of equity securities, and/or additional debt
financings. If circumstances changed and additional capital were needed, no
assurance can be given that the Company would be able to obtain such additional
capital resources.
14
If unexpected events occur requiring the Company to obtain additional
capital and it is unable to do so, it then might attempt to preserve its
available resources by deferring the creation or satisfaction of various
commitments, deferring the introduction of various products or entry into
various markets, or otherwise scaling back its operations. If the Company were
unable to raise such additional capital or defer certain costs as described
above, such inability would have an adverse effect on the financial position,
results of operations, cash flows and prospects of the Company.
Results of Operations
As a percentage of net sales
Three Months Six Months
Ended June 30, Ended June 30,
-------------- --------------
2003 2002 2003 2002
---- ---- ---- ----
(Restated) (Restated)
Net sales............................... 100.0 % 100.0 % 100.0 % 100.0 %
Cost of goods sold...................... 100.6 95.6 101.7 97.8
----- ----- ----- -----
Gross (loss) profit................... (0.6) 4.4 (1.7) 2.2
----- ----- ----- -----
Selling expenses........................ 4.0 3.9 4.0 4.1
General and administrative expenses..... 2.7 3.0 2.7 2.7
----- ----- ----- -----
Operating loss........................ (7.3) (2.5) (8.4) (4.7)
Interest expense and other income, net.. 0.1 0.0 0.1 (0.2)
----- ----- ----- -----
Loss before income taxes.............. (7.4) (2.5) (8.5) (4.5)
Benefit for income taxes................ (2.7) (0.9) (3.2) (1.7)
----- ----- ----- -----
Net loss.............................. (4.6)% (1.6)% (5.4)% (2.8)%
===== ===== ===== =====
Amounts are in thousands, except percentages
Net sales
Three Months Six Months
Ended June 30, Ended June 30,
Percent Change Percent Change
---------------------- ------------------------
2003 2002 2003 2002
---- ---- ---- ----
Net sales................... $73,471 (16.0)% $87,466 $151,572 (9.1)% $166,787
as a percent of net sales... 100.0% 100.0% 100.0% 100.0%
15
Net sales of $73.5 million for the quarter ended June 30, 2003 represent a
decrease of $14.0 million or 16.0% from the same quarter last year. Wholesale
unit shipments of the Company's motorhomes built on diesel chassis decreased
4.8% to 218 units for the second quarter 2003, compared to 229 for the second
quarter of the prior year. Shipments of the Company's gas motorhome products
decreased 9.3% from 323 units for the second quarter 2002 to 293 units for the
second quarter of 2003. National RV Class A unit shipments of combined diesel
and gas units declined 3.7% from the second quarter of 2002 Unit sales of the
Company's towable products fell by 8.5% to 475 units in the second quarter 2003
from 519 units in the same period in 2002. However, revenue for the towable
product segment increased 3.4% during the second quarter 2003 compared to the
second quarter 2002. Revenue of the Company's Country Coach brand "highline"
motorhomes declined 33.0% during the second quarter 2003 while the National RV
brand motorhome revenue decreased 5.7% compared to the prior year's second
quarter. This revenue reduction for the Country Coach subsidiary reflects a
significant sale of the Company's Prevost Conversion brand product upon re-entry
to the market in the second quarter 2002. Decreased demand for the Company's
higher line diesel products further contributed to the decline in income. For
the six months ended June 30, 2003 net sales of $151.6 million represents a
decrease of $15.2 million or 9.1% compared to the same period last year.
Wholesale unit shipments of the Company's motorhomes built on diesel chassis
decreased 17.9% from 554 units in the six months ended June 30, 2002 to 455
units for the comparable period this year. Shipments of the Company's gas
motorhomes increased 20.2% to 625 units during the first six months, 105 more
than last year for the same period. Unit sales of the Company's towable products
decreased 2.0% from 883 units during the first six months of 2002 to 865 units
during the comparable period this year.
Cost of goods sold
Three Months Six Months
Ended June 30, Ended June 30,
Percent Change Percent Change
---------------------- ------------------------
2003 2002 2003 2002
---- ---- ---- ----
Cost of goods sold.......... 73,907 (11.6)% 83,603 154,094 (5.6)% 163,177
as a percent of net sales... 100.6% 95.6% 101.7% 97.8%
Cost of goods sold for the quarter ended June 30, 2003 decreased by $9.7
million or 11.6% from the comparable period last year. The decrease in cost of
goods sold was primarily due to a decrease in sales, and a reduction in warranty
costs, offset by an increase in the workers' compensation expense at the Perris,
CA location, production inefficiencies at the Junction City, OR location due to
the introduction of the new Inspire and the 2004 model year change over. These
are the primary factors that led to a -0.6% gross margin for the second quarter
2003 compared to a 4.4% gross margin for the same period last year. Cost of
goods sold for the first six months of 2003 decreased $9.1 million or 5.6%
compared to the same period last year. The decrease is mainly attributable to a
decrease in sales, partially offset by workers' compensation expense increases
and production inefficiencies during the first six months of 2003.
16
Selling expenses
Three Months Six Months
Ended June 30, Ended June 30,
Percent Change Percent Change
---------------------- ------------------------
2003 2002 2003 2002
---- ---- ---- ----
Selling expenses............ 2,952 (13.1)% 3,398 6,085 (10.9)% 6,827
as a percent of net sales... 4.0% 3.9% 4.0% 4.1%
Selling expenses totaled $3.0 million or 4.0% of net sales for the second
quarter 2003 compared to $3.4 million or 3.9% of net sales for the same quarter
last year. Additionally, for the six months ended June 30, 2003 selling
expenses, as a percentage of net sales for the six months ended June 30,
remained flat at 4.0% compared to 4.1% for the same period last year.
General and administrative expenses
Three Months Six Months
Ended June 30, Ended June 30,
Percent Change Percent Change
---------------------- ------------------------
2003 2002 2003 2002
---- ---- ---- ----
General and administrative
expenses................... 1,958 (26.4)% 2,662 4,077 (10.8)% 4,570
as a percent of net sales... 2.7% 3.0% 2.7% 2.7%
General and administrative expenses totaling $2.0 million for the quarter
ended June 30, 2003 decreased $0.7 million or 26.4% from the same period last
year. As a percentage of net sales, general and administrative expenses
decreased to 2.7% from 3.0% for the same period last year. The second quarter
2002 reflected the impact of an employment related legal settlement reached in
that quarter. Additionally, for the six months ended June 30, 2003 general and
administrative expenses, as a percentage of net remained flat at 2.7% compared
to 2.7% for the same period last year.
17
Interest expense and other income, net
Three Months Six Months
Ended June 30, Ended June 30,
Percent Change Percent Change
---------------------- ------------------------
2003 2002 2003 2002
---- ---- ---- ----
Interest expense and other
income, net................. 55 (1,475.0)% (4) 219 (179.0)% (309)
as a percent of net sales... 0.1% 0.0% 0.1% (0.2)%
Net interest expense and other income for the three months ended June 30
2003 and 2002 was $0.06 million and $(0.004) million and as a percentage of net
sales was 0.1% and 0.0%, respectively. Additionally, for the six months ended
June 30 these amounts are $0.2 million and $(0.3) million and as a percentage of
net sales increased to 0.1% from (0.2)%. The $0.2 million represents the
interest expense from the credit facility and the $(0.3) million gain is a
result of the sale of the Company's airplane in the second quarter of 2002.
Benefit for income taxes
Three Months Six Months
Ended June 30, Ended June 30,
Percent Change Percent Change
---------------------- ------------------------
2003 2002 2003 2002
---- ---- ---- ----
Benefit for income taxes.... (1,999) 150.8% (797) (4,775) 72.6% (2,767)
as a percent of net sales... (2.7)% (0.9)% (3.2)% (1.7)%
The benefit for income taxes for the three and six months ended June 30,
2003 and 2002 was $2.0 million and $4.8 million, respectively. The effective tax
rate for the six months ended June 30, 2003 and 2002 was 37.0%.
18
NATIONAL R.V. HOLDINGS, INC.
PART I, ITEM 4 - CONTROLS AND PROCEDURES
The Company maintains disclosure controls and procedures that are designed
to ensure that information required to be disclosed in the Company's reports
under the Securities Exchange Act of 1934 (the "Exchange Act") is recorded,
processed, summarized and reported within the time periods specified in the
SEC's rules and forms, and that such information is accumulated and communicated
to the Company's management, including its Chief Executive Officer and Chief
Financial Officer, as appropriate, to allow timely decisions regarding required
disclosure based closely on the definition of "disclosure controls and
procedures" in Exchange Act Rule 13a-14(c). In designing and evaluating the
disclosure controls and procedures, management recognized that any controls and
procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives.
As of the end of the quarter covered by this Report, the Company carried
out an evaluation, under the supervision and with the participation of the
Company's management, including the Company's Chief Executive Officer and the
Company's Chief Financial Officer, of the effectiveness of the design and
operation of the Company's disclosure controls and procedures. Based on the
foregoing, the Company's Chief Executive Officer and Chief Financial Officer
concluded that the Company's disclosure controls and procedures were effective.
There were no significant changes in the Company's internal controls over
financial reporting during the three months ended June 30, 2003 that materially
affected, or are reasonably likely to materially affect, the Company's internal
control over financial reporting.
As disclosed in the Company's press release dated February 17, 2004
announcing financial results for the fourth quarter and year ended December 31,
2003 and furnished in the Company's Form 8-K of the same date, the Company
announced that it restated its financial statements for the first three quarters
of 2003. No other prior periods were affected. The restatement resulted from an
analysis of the book-to-physical adjustment which led management to conclude
that the NRV division excluded certain required costs. Based on the
aforementioned analysis, the Company has determined that costs of goods sold,
gross loss, tax benefit, net loss, and inventory, as previously reported in the
June 30, 2003 10-Q, required restatement. The Company believes that a material
weakness existed with respect to their standard inventory cost procedures, which
was not identified until the fourth quarter of 2003. As a result, the Company
has implemented a number of policies and procedures to strengthen controls
surrounding the standard costing system procedures and perpetual inventory
system, and include among other things, a physical count of the inventory each
quarter. Other than with respect to such matter, there have been no other
significant changes in the Company's internal controls over financial reporting
as of the date this Form 10- Q/A was being prepared that have materially
affected, or are reasonably likely to materially affect, the Company's internal
control over financial reporting.
19
NATIONAL R.V. HOLDINGS, INC.
PART II - OTHER INFORMATION
ITEM 5. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On June 9, 2003, the Company held its 2003 Annual Meeting of Stockholders
(the "Annual Meeting"). The matters voted upon at the Annual Meeting and the
votes cast for such matters were as follows:
1. The Company's stockholders elected Doy B. Henley and James B. Roszak
as Class III directors. Voting for the nominees was as follows: Doy B.
Henley; 9,184,564 shares FOR and 109,970 shares WITHHELD; and James B.
Roszak; 9,183,164 shares FOR and 111,370 shares WITHHELD. The
continuing Directors for National R.V. Holdings, Inc. include: Bradley
C. Albrechtsen, Robert B. Lee, Greg McCaffrey, Wayne M. Mertes, and
Stephen M. Davis.
2. The Company's stockholders approved the appointment of
PricewaterhouseCoopers LLP as the Company's auditor for the current
fiscal year. for the appointment of PricewaterhouseCoopers LLP as the
Company's auditor, the vote was 9,243,574 shares FOR; 10,700 shares
AGAINST and 40,260 shares ABSTAINING.
20
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
A. Exhibits
31.1 Certification of Chief Executive Officer pursuant to Section 301 of
the Sarbanes-Oxley Act of 2002.
31.2 Certification of Chief Financial Officer pursuant to Section 301 of
the Sarbanes-Oxley Act of 2002.
32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
B. Form 8-K
(1) On May 22, 2003, the Company filed a Current Report on Form 8-K
furnishing under Item 12 the Company's financial results for the first
quarter of 2003.
21
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NATIONAL R.V. HOLDINGS, INC.
(Registrant)
-----------------------------
Date: May 10, 2004 Mark D. Andersen
Chief Financial Officer
(Principal Accounting and
Financial Officer)
22