UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) March 1, 2005
NATIONAL R.V. HOLDINGS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-22268 33-0371079
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(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation) Identification No.)
3411 N. PERRIS BOULEVARD
PERRIS, CALIFORNIA 92571
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(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (951) 943-6007
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 2.02. Results Of Operations And Financial Condition
Attached and incorporated herein by reference as Exhibit 99.1 is a
copy of a press release of National R.V. Holdings, Inc. (the "Company"), dated
March 1, 2005, reporting the Company's financial results for the quarter and
year ended December 31, 2004. Such information, including the Exhibit attached
hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities
Act of 1934, nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933, except as shall be expressly set forth by
specific reference in such filing.
Item 9.01(c). Financial Statements and Exhibits
99.1 Press Release of National R.V. Holdings, Inc. dated March 1, 2005,
reporting National R.V. Holdings, Inc.'s financial results for the quarter and
year ended December 31, 2004.
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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, thereto duly authorized.
NATIONAL R.V. HOLDINGS, INC.
By: /s/ JOSEPH W. HANSEN
Joseph W. Hansen
Chief Financial Officer
Date: March 1, 2005
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EXHIBIT 99.1
NATIONAL RV HOLDINGS, INC.
For immediate release: Contact:
March 1, 2005 Laurie Little/Director, Investor Relations
or Joseph Hansen/CFO
National RV Holdings, Inc.
800.322.6007 (IR) or 800.322.6007(CFO)
ir@nrvh.com or cfo@nrvh.com
National RV Holdings Announces Fourth Quarter
and Year End 2004 Financial Results
Perris, Calif., March 1, 2005 - National RV Holdings, Inc. (NYSE: NVH)
today announced that financial results from continuing operations for the fourth
quarter of 2004 was a net loss of $1.0 million, or a loss of $0.09 per diluted
share, as compared to net income from continuing operations of $1.2 million, or
$0.11 per diluted share, for the same quarter in 2003. Financial results for the
fourth quarter of 2003, including discontinued operations, was net income of
$0.5 million, or $0.05 per diluted share. Net income from continuing operations
for the twelve months ended December 31, 2004 was $3.7 million or $0.35 per
diluted share compared to a loss in the same period of 2003 of $6.9 million or a
loss of $0.70 per diluted share. Financial results including discontinued
operations for the twelve months ended December 31, 2004, was net income of $2.5
million, or $0.24 per diluted share as compared to a net loss of $8.3 million,
or a loss of $0.84 in the same period in 2003. In September 2004, the Company
sold its travel trailer business, which has been designated as a discontinued
operation.
Net sales from continuing operations for the three months ended December
31, 2004 increased 9% to $101.3 million as compared to $93.3 million for the
three months ended December 31, 2003. Gross margins were 6.7% in the fourth
quarter of 2004 as compared to 7.2% in the fourth quarter of 2003. Net sales
from continuing operations for the year were $442.3 million as compared to
$314.3 million in 2003, an increase of 41%. Gross margins were 7.5% for the 2004
year as compared to 2.5% in 2003.
Commenting on the results, National's president and chief executive
officer, Brad Albrechtsen said, "Despite a small fourth quarter loss triggered
by industry-wide weakness in the Class A gas business, we are very pleased to
report our first profitable year since 2000 and we believe we have turned the
corner. Both divisions experienced strong year-over-year sales growth with
particular strength in our highline diesel business. The 41% growth in sales was
instrumental in turning an 84-cent loss in 2003 into a 24-cent profit in 2004."
"We are particularly pleased with results at our Country Coach division,"
stated Albrechtsen, "where sales increased 66% in 2004 compared to 2003, fueled
by retooled products, the introduction of the Inspire product, and strong
industry demand for diesel-powered motorhomes. At our National RV division,
where in 2004 nearly three-quarters of our motorhome unit sales came from
gas-powered units, we have bolstered our diesel offerings by recently
reintroducing the Tradewinds and Islander brands. These were well received at
the annual trade show in Louisville and carry strong backlogs. We believe the
financial impact of these products, which begin hitting dealer lots in numbers
in mid March will start to be felt in the 2nd quarter of 2005."
Country Coach's quarterly sales were $65.3 million, reflecting an increase
of $22.4 million, or 52%, over results for the fourth quarter of 2003. National
RV's quarterly sales were $36.0 million, reflecting a decrease of $14.4 million,
or 29%, over results for the fourth quarter of 2003. Country Coach's
year-to-date sales were $225.0 million, reflecting an increase of $89.6 million,
or 66%, over results for the year-to-date sales in 2003. National RV's
year-to-date sales were $217.3 million, reflecting an increase of $38.4 million,
or 21%, over results for the same period in 2003.
Selling, general and administrative expenses during the fourth quarter of
2004 increased 66% to $8.1 million compared to $4.9 million in the same period a
year earlier, driven primarily by increased personnel expenses and approximately
$1.2 million related to Sarbanes-Oxley ("SOX") compliance, which excludes
internally incurred SOX expenses. This SOX compliance expense equates to $0.07
per share on a diluted basis for the fourth quarter of 2004. Management believes
that a substantial amount of the SOX expense is nonrecurring and related to the
design and implementation of internal control procedures. As a percentage of
sales, SG&A expenses increased to 8.0% of sales in the fourth quarter of 2004
from 5.2% in the fourth quarter of 2003.
As required by Section 404 of the Sarbanes-Oxley Act of 2002 ("SOX 404"),
the Company has been working to assess effectiveness of the its internal
controls over financial reporting as of the end of the December 31, 2004 fiscal
year. SOX 404 requires disclosure of any material weaknesses in the Company's
internal control over financial reporting that have been identified by
management. Our assessment of compliance with SOX 404 is ongoing and is
therefore incomplete. We expect to complete the remaining steps in our
assessment of internal controls in time to file our Form 10-K for the year
ending December 31, 2004 prior to the SEC reporting deadline. However, at the
current stage of our assessment process, both management and our independent
auditors have identified two areas where we believe there will be internal
control deficiencies that will constitute material weaknesses in internal
controls, both at a single division. The first is a material weakness in the
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physical inventory process at year-end. The second is a material weakness in the
financial close process. Neither of these weaknesses resulted in material errors
in our December 31, 2004 financial results as reported in this release, nor is
it our belief that such weaknesses will result in changes to these results.
Further, in each case where we have identified internal control deficiencies,
management has taken and is taking steps to remediate the deficiencies. As
required by applicable SEC rules, because of these material weaknesses, neither
the Company nor its independent auditors will be able to conclude in the
upcoming 10-K filing that the Company's internal control over financial
reporting was effective as of 2004 year-end.
National R.V. Holdings will host a live webcast to review fourth quarter
results today, March 1, 2005, at 11 a.m. Eastern Time. A link to the conference
call can be found on the Company's website at www.nrvh.com and will be archived
and available for 90 days.
National R.V. Holdings, Inc., through its two wholly owned subsidiaries,
National RV, Inc. (NRV) and Country Coach, Inc. (CCI), is one of the nation's
leading producers of motorized recreation vehicles. NRV is located in Perris,
California where it produces Class A gas and diesel motor homes under model
names Dolphin, Islander, Sea Breeze, Tradewinds and Tropi-Cal. CCI is located in
Junction City, Oregon where it produces high-end Class A diesel motor homes
under the model names Affinity, Allure, Inspire, Intrigue, Lexa and Magna, and
bus conversions under the Country Coach Prevost brand.
This release and other statements by the Company contain 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, the cyclical nature of the recreational vehicle industry;
seasonality and potential fluctuations in the Company's operating results; any
material weaknesses in the Company's internal control over financial reporting
or any failure to implement required new or improved controls; the Company's
dependence on chassis suppliers; potential liabilities under dealer/lender
repurchase agreements; competition; government regulation; warranty claims;
product liability; and dependence on certain dealers and concentration of
dealers in certain regions. 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 SEC and the Company's public
announcements, copies of which are available from the SEC or from the Company
upon request.
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NATIONAL R.V. HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
Three Months Twelve Months
Ended December 31, Ended December 31,
2004 2003 2004 2003
Net sales $ 101,300 $ 93,307 $442,277 $314,286
Cost of goods sold 94,498 86,544 408,901 306,293
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Gross profit 6,802 6,763 33,376 7,993
Selling expenses 3,840 2,951 13,738 11,236
General and administrative expenses 4,230 1,907 12,873 7,314
Other expense 258 - 632 -
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Operating (loss) income (1,526) 1,905 6,133 (10,557)
Interest expense 197 90 327 399
Other income (35) (1) (107) (7)
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(Loss) income from continuing operations
before income taxes (1,688) 1,816 5,913 (10,949)
(Benefit) provision for income taxes (722) 666 2,263 (4,057)
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(Loss) income from continuing operations (966) 1,150 3,650 (6,892)
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Loss from discontinued operations - 1,074 2,155 2,301
Loss (gain) from sale of discontinued operations 105 - (231) -
Benefit for income taxes (42) (399) (756) (853)
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Net loss from discontinued operations (63) (675) (1,168) (1,448)
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Net (loss) income $(1,029) $ 475 $2,482 $ (8,340)
=========== ========== ========== ==========
Basic (loss) earnings per common share:
Continuing operations $ (0.09) $ 0.11 $ 0.36 $(0.70)
Discontinued operations $ (0.01) $(0.06) $(0.12) $(0.14)
Total $ (0.10) $ 0.05 $ 0.24 $(0.84)
Diluted (loss) earnings per common share:
Continuing operations $ (0.09) $ 0.11 $ 0.35 $(0.70)
Discontinued operations $ (0.01) $(0.06) $(0.11) $(0.14)
Total $ (0.10) $ 0.05 $ 0.24 $(0.84)
Weighted average number of shares
Basic 10,251 10,095 10,217 9,900
Diluted 10,251 10,201 10,383 9,900
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NATIONAL R.V. HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts)
December 31, December 31,
2004 2003
ASSETS
Current assets:
Cash and cash equivalents $ 11 $ 2,059
Restricted cash 251 250
Trade receivables, less allowance for doubtful accounts ($137 and $132, respectively) 23,641 20,978
Inventories 71,584 51,659
Deferred income taxes 5,639 7,955
Note receivable 1,880 -
Prepaid expenses 2,924 1,658
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Total current assets 105,930 84,559
Property, plant and equipment, net 37,723 40,833
Long-term deferred income taxes 5,137 3,805
Other 1,338 1,252
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$150,128 $130,449
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Line of credit 12,690 -
Book overdraft 803 -
Current portion of long-term debt - 19
Current portion of capital leases 51 -
Accounts payable 16,612 14,101
Accrued expenses 21,285 20,770
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Total current liabilities 51,441 34,890
Long-term accrued expenses 7,069 7,569
Long-term portion of capital leases 185 -
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Total liabilities 58,695 42,459
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Commitments and contingencies
Stockholders' equity:
Preferred stock - $.01 par value; 5,000 shares authorized, - -
4,000 issued and outstanding
Common stock - $.01 par value; 25,000,000 shares authorized, 10,302,109 and 103 102
10,190,230 issued and outstanding, respectively
Additional paid-in capital 37,423 36,463
Retained earnings 53,907 51,425
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Total stockholders' equity 91,433 87,990
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$150,128 $130,449
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NATIONAL R.V. HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Year Ended
December 31,
2004 2003
Cash flows from operating activities:
Net income (loss) $ 2,482 $ (8,340)
Adjustments to reconcile net income (loss) to net cash
(used in) provided by operating activities:
Depreciation 3,840 3,952
Loss (gain) on asset disposal 441 (1)
Tax benefit related to exercise of stock options 254 550
Changes in assets and liabilities, net of discontinued operations:
Increase in restricted cash (1) (250)
Increase in trade receivables, net (2,353) (11,149)
(Increase) decrease in inventories (22,757) 20,873
Decrease in income taxes receivable - 7,015
(Increase) decrease in prepaid expenses (1,266) 476
Increase in accounts payable 2,511 618
Decrease in accrued expenses 15 (225)
Decrease (increase) in deferred income taxes 984 (5,388)
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Net cash (used in) provided by operating activities (15,850) 8,131
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Cash flows from investing activities:
Increase in other assets (86) (239)
Proceeds from sale of assets 3,601 14
Proceeds from sale of discontinued operation 942 -
Purchases of property, plant and equipment (4,828) (1,568)
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Net cash used in investing activities (371) (1,793)
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Cash flows from financing activities:
Net advances under (payments on) line of credit 12,690 (4,943)
Increase (decrease) in book overdraft 803 (943)
Principal payments on long-term debt (19) (22)
Principal payments on capital leases (8) -
Proceeds from issuance of common stock 707 1,615
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Net cash provided by (used in) financing activities 14,173 (4,293)
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Net (decrease) increase in cash (2,048) 2,045
Cash, beginning of year 2,059 14
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Cash, end of year $ 11 $ 2,059
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