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) May 18, 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: (909) 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 May 18,
2005, reporting the Company's financial results for the quarter ended March 31,
2005. 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 May 18, 2005.
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/ THOMAS J. MARTINI
Thomas J. Martini
Chief Financial Officer
Date: May 18, 2005
EXHIBIT 99.1
FOR IMMEDIATE RELEASE Contact:
Thomas Martini, CFO or
Donna Dolan, Director Investor Relations
800.322.6007
ir@nrvh.com
NATIONAL R.V. HOLDINGS ANNOUNCES FINANCIAL RESULTS FOR THE FIRST QUARTER OF
2005
Perris, CA, May 18, 2005 - National R.V. Holdings, Inc. (NYSE: NVH), a leading
manufacturer of recreational vehicles, today announced financial results for the
quarter ended March 31, 2005, the first quarter of its fiscal year. The Company
also announced today an additional restatement to its previously issued
financial statements.
First Quarter of 2005 Results
Net sales for the first quarter of 2005 increased 22% to $125.6 million versus
$103.1 million for the same quarter in 2004, which has been restated as further
discussed below. The Company recorded a net loss for the first quarter of 2005
of $1.0 million, compared with net income of $1.2 million in the prior year's
first quarter. The loss in the first quarter of 2005 corresponded to a diluted
loss per share of $0.10 compared to diluted earnings per share of $0.12 in the
first quarter of 2004. All of these amounts reflect results from continuing
operations. In September 2004, the Company sold its travel trailer business,
which was designated as a discontinued operation, and this business' results are
excluded from the prior year's amounts.
In the first quarter of 2005, the gross profit margin from continuing operations
was 4.2% compared to 6.9% in the first quarter of 2004, which has been restated
as further discussed below. The decrease in gross profit margin in the first
quarter of 2005 is the result of higher manufacturing overhead and warranty
costs, and to a lesser degree, higher direct labor costs and increased discounts
when compared to the first quarter of 2004.
Operating expenses from continuing operations for the first quarter of 2005 were
$6.8 million, or 5.4% of net sales, compared to $5.1 million, or 5.0% of net
sales for the first quarter of 2004. Higher selling expenses required to support
the increased sales volume, increased marketing programs and higher costs
related to compliance with the Sarbanes-Oxley Act, including increased personnel
expenses, were the major contributors to the higher operating costs for the
quarter.
"We are encouraged by the increase in demand that we have seen for our
products," said Brad Albrechtsen, National R.V. Holdings' president and chief
executive officer. "Sales this quarter resisted the downward trend that was
expected by industry analysts as a result of the increases in fuel prices and
declining consumer confidence. This quarter's increase in net sales marks
National's seventh consecutive quarter with a year-over-year increase. The
continued strength of the Company's `Highline' products, the addition of new
dealers, the introduction of new product lines and improved dealer incentive
programs have all contributed to the sales increase.
"However, we are seeing high inventory levels on dealer lots as we work through
the second quarter," continued Albrechtsen. "These higher dealer inventories
have caused us to reduce production rates and increase discounting in the
current quarter, compared to the first quarter."
Additional Restatement
In a press release dated April 1, 2005, National reported that it was restating
its previously reported financial information and that it was in the process of
finalizing its review of the Company's 2004 financial statements and assessing
its internal controls. While undergoing this review, the Company determined that
an additional restatement is required in order to reflect the restatement of
certain dealer sales incentives, which include rebates and floorplan interest
reimbursement paid to dealers to promote the sale of product and retail sales
incentives paid directly to dealer retail salespersons to promote the sale of
the product and the return of sale and warranty information. The 2003 and 2002
statements of operations will be restated to reclassify these sales incentives
from selling expenses to a reduction of revenue, as required by generally
accepted accounting principles. As a result of this restatement, net sales,
gross profit and selling expenses presented in the accompanying statements of
operations have been reduced by $0.6 million in the first quarter of 2004 from
what was previously reported. This adjustment has no impact on net (loss) income
as previously reported.
The Company has not finalized its review of the 2004 financial statements and
its assessment of internal controls. There can be no assurance that other
financial statement issues will not arise. At this time the Company is working
as quickly as possible to finalize its financial statements for the year ended
December 31, 2004 and the quarter ended March 31, 2005 in order to file, as soon
as practicable, its Form 10-K and Form 10-Q for these periods.
Conference Call Today
National R.V. Holdings will host a live webcast today to review first quarter
results as well as other developments, May 18, 2005, at 2:00 p.m. EDT. 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 R.V., 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 Securities and Exchange Commission (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)
(Unaudited)
Three-Months Ended
March 31,
2005 2004
(Restated)
Net sales $ 125,625 $103,146
Cost of goods sold 120,352 96,053
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Gross profit 5,273 7,093
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Selling expenses 3,639 2,707
General and administrative expenses 3,196 2,437
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Operating (loss) income (1,562) 1,949
Interest expense 277 62
Other income (109) (48)
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(Loss) income from continuing operations
before income taxes (1,730) 1,935
(Benefit) provision for income taxes (689) 720
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(Loss) income from continuing operations (1,041) 1,215
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Loss from discontinued operations - (870)
Income taxes related to discontinued operations - 324
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Loss from discontinued operations, net of income taxes - (546)
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Net (loss) income $ (1,041) $ 669
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Basic (loss) earnings per common share:
Continuing operations $ (0.10) $ 0.12
Discontinued operations - (0.05)
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Total $ (0.10) $ 0.07
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Diluted (loss) earnings per common share:
Continuing operations $ (0.10) $ 0.12
Discontinued operations - (0.06)
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Total $ (0.10) $ 0.06
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Weighted average number of shares:
Basic 10,335 10,190
Diluted 10,335 10,334