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 September 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 by check mark whether the registrant is an accelerated filer.
YES__ NO_X_
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 September 30, 2003
Common stock, par value 9,986,828
$.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 September 30, 2003 10-Q, needed to
be restated. The restated costs of goods sold for the quarter ended September
30, 2003 increased by $0.6 million, and income tax benefit, and net loss
increased by $0.2 million and $0.4 million, respectively and gross profit and
inventory decreased by $0.6 million and $2.7 million, respectively. As a result,
loss per share for the three months ended September 30, 2003 increased by $0.04
to $0.07 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 -
September 30, 2003 (Restated) and December 31, 2002 4
Consolidated Statements of Operations -
Three and Nine Months Ended September 30, 2003 (Restated)
and 2002 5
Consolidated Statements of Cash Flows -
Nine Months Ended September 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 - 19
Item 4. Controls and Procedures 20
PART II - OTHER INFORMATION
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)
September 30, December 31,
2003 2002
---- ----
(Restated and
Unaudited)
ASSETS
Current assets:
Cash and cash equivalents...................... $ 11 $ 14
Trade receivables, less allowance for doubtful
accounts ($308 and $276, respectively)......... 21,404 9,829
Inventories.................................... 61,206 72,532
Deferred income taxes.......................... 7,141 6,005
Income taxes receivable........................ - 7,015
Prepaid expenses............................... 1,506 2,134
-------- --------
Total current assets......................... 91,268 97,529
Property, plant and equipment, net............... 41,461 43,230
Long-term deferred income taxes.................. 4,107 367
Other............................................ 1,190 1,013
-------- --------
$138,026 $142,139
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Line of credit................................. $ 3,216 $ 4,943
Book overdraft................................. 1,442 943
Current portion of long-term debt.............. 22 22
Accounts payable............................... 19,739 13,483
Accrued expenses............................... 20,496 22,291
-------- --------
Total current liabilities.................... 44,915 41,682
Deferred income taxes............................ 7,242 6,273
Long-term debt................................... 2 19
-------- --------
Total liabilities............................ 52,159 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, 9,986,828 and 9,832,161 issued and
outstanding, respectively...................... 100 98
Additional paid-in capital....................... 34,817 34,302
Retained earnings................................ 50,950 59,765
-------- --------
Total stockholders' equity................... 85,867 94,165
-------- --------
$138,026 $142,139
======== ========
See Notes to Consolidated Financial Statements.
4
NATIONAL R.V. HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
Three Months Nine Months
Ended September 30, Ended September 30,
2003 2002 2003 2002
---- ---- ---- ----
(Restated) (Restated)
Net sales............................$ 91,314 $ 72,417 $ 242,886 $ 239,204
Cost of goods sold................... 87,537 72,461 241,631 235,639
-------- -------- --------- ---------
Gross profit (loss).............. 3,777 (44) 1,255 3,565
Selling expenses..................... 3,101 4,126 9,186 10,953
General and administrative expenses.. 1,683 1,673 5,760 6,242
Impairment of goodwill............... - 6,126 - 6,126
-------- -------- --------- ---------
Operating loss................... (1,007) (11,969) (13,691) (19,756)
Interest expense..................... 85 51 309 142
Other income......................... (2) (45) (6) (444)
-------- -------- --------- ---------
Loss before income taxes......... (1,090) (11,975) (13,994) (19,454)
Benefit for income taxes............. (403) (2,164) (5,178) (4,931)
-------- -------- --------- ---------
Net loss.........................$ (687) $ (9,811) $ (8,816) $ (14,523)
======== ======== ========= =========
Loss per common share:
Basic............................$ (0.07) $ (1.00) $ (0.90) $ (1.49)
Diluted..........................$ (0.07) $ (1.00) $ (0.90) $ (1.49)
Weighted average number of shares:
Basic............................ 9,835 9,825 9,833 9,774
Diluted.......................... 9,835 9,825 9,833 9,774
See Notes to Consolidated Financial Statements.
5
NATIONAL R.V. HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Nine Months
Ended September 30,
2003 2002
---- ----
(Restated)
Cash flows from operating activities:
Net loss.................................. $ (8,816) $ (14,523)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation............................. 2,959 2,847
Impairment of goodwill................... - 6,126
Loss (gain) on asset disposal............ 3 (359)
Changes in assets and liabilities:
(Increase) decrease in trade receivables. (11,575) 2,525
Decrease in inventories................. 11,326 8,008
Decrease in income taxes receivable..... 7,015 1,990
Decrease (increase) in prepaid expenses. 628 (1,445)
Increase (decrease) in accounts payable. 6,256 (10,044)
(Decrease) increase in accrued expenses. (826) 2,861
Increase in deferred income taxes....... (4,876) (459)
--------- ----------
Net cash provided by (used in)
operating activities...................... 2,094 (2,473)
--------- ----------
Cash flows from investing activities:
(Increase) decrease in other assets....... (177) 216
Proceeds from sale of assets.............. 3 2,424
Purchase of property, plant and equipment. (1,196) (4,069)
--------- ----------
Net cash used in investing activities.... (1,370) (1,429)
--------- ----------
Cash flows from financing activities:
Net advance on line of credit............. (1,727) 1,114
Increase in book overdraft................ 499 3,569
Principal payments on long-term debt...... (17) (16)
Proceed from issuance of common stock..... 518 1,170
--------- ----------
Net cash (used in) provided by financing
activities............................... (727) 5,837
--------- ----------
Net (decrease) increase in cash............. (3) 1,935
Cash, beginning of period................... 14 22
--------- ----------
Cash, end of period......................... $ 11 $ 1,957
========= ==========
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 costs of goods sold, gross loss, net loss and
inventory, as previously reported in the September 30, 2003, 10-Q, need to be
restated. The restated costs of goods sold for the quarter ended September 30,
2003 increased by $0.6 million, and income tax benefit and net loss increased by
$0.2 million, and $0.4 million, respectively and gross profit and inventory
decreased by $0.6 million and $2.7 million, respectively. As a result, loss per
share for the three months ended September 30, 2003, increased by $0.04 to $0.07
per share.
The balance sheet and statement of operations have been restated as
follows:
7
Balance Sheet
Sept. 30, 2003 As reported
Restated
----------- --------
Inventories....................... $ 63,910 $ 61,206
Current deferred income taxes..... 6,152 7,141
Retained earnings................. 52,665 50,950
Statements of Operations
Three Months Ended Nine Months Ended
Sept. 30, 2003 Sept. 30, 2003
As reported Restated As reported Restated
----------- -------- ----------- --------
Net sales......................... $ 91,314 $ 91,314 $242,886 $242,886
Cost of goods sold................ 86,942 87,537 238,927 241,631
Gross profit...................... 4,372 3,777 3,959 1,255
Operating loss.................... (412) (1,007) (10,987) (13,691)
Loss before income taxes.......... (495) (1,090) (11,290) (13,994)
Benefit for income taxes.......... (191) (403) (4,189) (5,178)
Net loss.......................... (304) (687) (7,101) (8,816)
Loss per common share - basic..... $ (0.03) $ (0.07) $ (0.72) $ (0.90)
Loss per common share - diluted... $ (0.03) $ (0.07) $ (0.72) $ (0.90)
Weighted average number of shares:
Basic........................... 9,835 9,835 9,833 9,833
Diluted......................... 9,835 9,835 9,833 9,833
NOTE 3 - CONTINUATION OF LOSSES
The Company experienced a net loss in the third quarter of 2003 totaling
$0.7 million and an $8.8 million net loss for the nine months ended September
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.
As of September 30, 2003, the Company has recorded a deferred tax asset of
$11.2 million. Realization is dependent on generating sufficient taxable income
prior to expiration of the loss carryforwards. Although realization is not
assured, management believes it is more likely than not that all of the deferred
tax asset will be realized. The amount of the deferred tax asset considered
realizable however, could be reduced in the near term if estimates of future
taxable income during the carryforward period are reduced.
8
NOTE 4 - Supplemental Balance Sheet Information
Inventories consist of the following (in thousands):
Sept. 30, Dec. 31, 2003 2002
-------- --------
Finished goods.......... $ 12,910 $ 20,671
Work-in-process......... 22,972 25,391
Raw materials........... 18,733 16,309
Chassis................. 6,591 10,161
-------- --------
$ 61,206 $ 72,532
======== ========
Accrued expenses consist of the following (in thousands):
Sept. 30, Dec.31, 2003 2002
-------- --------
Workers' compensation self-insurance reserve.. $ 10,213 $ 7,794
Warranty reserve.............................. 9,721 11,840
Payroll and other accrued expenses............ 7,804 8,930
-------- -------
$ 27,738 $28,564
======== =======
NOTE 5 - 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.
NOTE 6 - CREDIT FACILITY
The Company has an asset-based revolving credit facility of $15 million
with UPS Capital Corporation ("UPSC"). This credit facility expires August 2005.
The Company has reserved $0.3 million from the line-of-credit for a contingent
liability. The remaining $14.7 million was available for general corporate and
working capital needs and capital expenditures. The Company was able to provide
alternative security, in the form of state workers' compensation fund insurance,
for its NRV self-insured workers' compensation program starting in July 2003.
This allowed for the removal of the letter-of-credit that secured the
self-insured workers' compensation program and freeing up $5.3 million 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 September 30, 2003,
$11.5 million was available for use under this facility and the Company was not
in default with any covenants of its loan agreement with UPSC.
9
NOTE 7 - 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. The following table illustrates the effect on net loss and
loss per share if the Company had applied the fair value recognition provisions
of FASB Statement No. 123, Accounting for Stock-Based Compensation, to
stock-based employee compensation:
All amounts in thousands except per share amounts
Three Months Nine Months
Ended Sept. 30, Ended Sept. 30,
--------------------------------------
2003 2002 2003 2002
---- ---- ---- ----
Net loss - as reported....... $ (687) $ (9,811) $ (8,816) $(14,523)
Total stock-based employee
compensation expense determined
under fair value based method
for all awards, net of related
tax effect.................. $ 63 $ 120 $ 250 $ 712
-------- -------- -------- ---------
Pro forma........ $ (750) $ (9,931) $ (9,066) $(15,235)
======== ======== ======== =========
Basic loss per share - as
reported..................... $ (0.07) $ (1.00) $ (0.90) $ (1.49)
Total stock-based employee
compensation expense determined
under fair value based method
for all awards, net of related
tax effect.................. $ 0.01 $ 0.01 $ 0.03 $ 0.07
-------- -------- -------- ---------
Pro forma........ $ (0.08) $ (1.01) $ (0.92) $ (1.56)
======== ======== ======== =========
Diluted loss per share - as
reported..................... $ (0.07) $ (1.00) $ (0.90) $ (1.49)
Total stock-based employee
compensation expense determined
under fair value based method
for all awards, net of related
tax effect.................. $ 0.01 $ 0.01 $ 0.03 $ 0.07
-------- -------- -------- ---------
Pro forma........ $ (0.08) $ (1.01) $ (0.92) $ (1.56)
======== ======== ======== =========
The weighted average fair value of the options has been estimated on the
date of grant using the Black-Scholes option pricing model with the following
assumptions used for grants in 2001 and 2000, respectively. There were two
grants of 5 year and 10 year vesting in both 2001 and 2000 and the assumptions
for those plans are as follows: For the 5 year plan in 2001 the volatility is
45.4%, the expected term of the grant is 4.3 years, and the risk-free interest
rate is 4.4%. The 2001 10 year vesting assumptions are: The volatility is 45.4%,
the expected term is 4.5 years and the risk free rate is 4.4%. The assumptions
for the 5-year plan in 2000 are: volatility is 46.4%, the expected term is 4.3
years, and the risk-free rate is 6.12%. The assumptions for the 10-year plan in
2001 are: volatility is 46.4%, expected term is 4.5 years and the risk-free rate
is 6.12%.
10
NOTE 8 - LOSS PER SHARE
Basic loss per share is based upon the weighted average number of common
shares outstanding during a period. Diluted loss per share is 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:
In thousands, except share amounts
Three Months Nine Months
Ended Sept. 30, Ended Sept. 30,
2003 2002 2003 2002
---- ---- ---- ----
Net loss............................ $ (687) $ (9,811) $ (8,816) $ (14,523)
Basic weighted average common
shares outstanding.................. 9,835 9,825 9,833 9,774
Effect of dilutive stock options.... - - - -
------- -------- -------- ---------
Diluted weighted average common
shares outstanding.................. 9,835 9,825 9,833 9,774
======= ======== ======== =========
Basic loss per share................ $ (0.07) $ (1.00) $ (0.90) $ (1.49)
======= ======== ======== =========
Diluted loss per share.............. $ (0.07) $ (1.00) $ (0.90) $ (1.49)
======= ======== ======== =========
Outstanding options excluded as
impact would be anti-dilutive....... 132 191 471 1,229
NOTE 9 - 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 $85.1 million at September 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.
11
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.
Amounts are in thousands
Nine Months Ended September 30, 2003
Beginning
Balance as of Ending
Dec. 31, 2002 Additions Deductions Balance
-------------------------------------------------
Warranty Reserve Sept. 30, 2003 $11,840 $3,700 $5,819 $ 9,721
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.
Critical Accounting Policies
Long-Lived Assets. The Company reviews long-lived assets for impairment
whenever events or changes in circumstances indicate that the carrying amount of
an asset might not be recoverable. If indicators of impairment were present, the
Company would evaluate the carrying value of property and equipment and
intangibles, in relation to estimates of future undiscounted cash flows of the
underlying business, which are based on judgment and assumptions.
Warranty. 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. While the Company's
warranty costs have historically been within its expectations and the provisions
established, the Company cannot guarantee that it will continue to experience
the same warranty costs that it has in the past. A significant increase in
dealer shop rates, the cost of parts or the frequency of claims could have a
material adverse impact on the Company's operating results for the period or
periods in which such claims or additional costs materialize.
13
Revenue Recognition. Motorhome and towables sales are recorded by the
Company when accepted by the dealer rather than at the time of shipment as in
earlier years. This change in accounting principle was made to implement SEC
Staff Accounting Bulletin No. 101 (SAB 101), as amended. SAB 101 requires that
four basic criteria must be met before revenue can be recognized: (1) persuasive
evidence of an arrangement exists; (2) delivery has occurred or services
rendered; (3) the fee is fixed and determinable; and (4) collectibility is
reasonably assured. Should changes in conditions cause management to determine
these criteria are not met for certain future transactions, revenue recognized
for any reporting period could be adversely affected.
Legal Proceedings. The Company is currently involved in certain legal
proceedings and has accrued its estimate of the probable costs for the
resolution of these claims. This estimate has been developed in consultation
with counsel handling the Company's defense in these matters and is based upon
an analysis of potential results, assuming a combination of litigation and
settlement strategies.
Deferred Tax Asset. As of September 30, 2003, the Company has recorded a
deferred tax asset of $11.2 million. Realization is dependent on generating
sufficient taxable income prior to expiration of the loss carryforwards.
Although realization is not assured, management believes it is more likely than
not that all of the deferred tax asset will be realized. The amount of the
deferred tax asset considered realizable however, could be reduced in the near
term if estimates of future taxable income during the carryforward period are
reduced.
Liquidity and Capital Resources
At September 30, 2003, the Company had working capital of $46.4 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 nine months of 2003, the Company provided cash from operations of $2.6
million, compared to $1.1 million of cash provided from operations during the
first nine months of 2002. This increase was due primarily to an $11.3 million
decrease in inventories, a $7.0 million receipt of income taxes receivable, and
an increase of $6.3 million in accounts payable, partially offset by an increase
of $11.6 million in trade receivables, a $4.9 million increase in deferred taxes
and an $8.8 million net loss that includes $3.0 million of depreciation. The
increase in accounts payable is primarily attributable to an increase in
purchases due to increased production during the quarter. The decrease in
inventories reflects the Company's continuing efforts to manage working capital.
Net cash used in investing activities was $1.4 million for the nine months
ended September 30, 2003. This represents primarily the purchase of property,
plant and equipment totaling $1.2 million.
Net cash used in financing activities was $1.2 million for the nine months
ended September 30, 2003. This represents net advances on the line of credit
totaling $1.7 million, partially offset by proceeds from the issuance of common
stock related to the exercise of stock options totaling $0.5 million.
The Company has an asset-based revolving credit facility of $15 million
with UPS Capital Corporation ("UPSC"). This credit facility expires August 2005.
The Company has reserved $0.3 million from the line-of-credit for a contingent
liability. The remaining $14.7 million was available for general corporate and
working capital needs and capital expenditures. The Company was able to provide
alternative security, in the form of state workers' compensation fund insurance,
for its NRV self-insured workers' compensation program starting in July 2003.
This allowed for the removal of the letter-of-credit that secured the
self-insured workers' compensation program and freeing up $5.3 million 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 September 30, 2003,
$11.5 million was available for use under this facility and the Company was not
in default with any covenants of its loan agreement with UPSC.
14
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 recorded net losses of $21.4 million and $11.5
million and recorded net income of $10.0 million for the years ended December
31, 2002, 2001 and 2000, respectively. The Company has used cash from operating
activities of $4.4 million, $12.6 million and provided cash from operating
activities of $26.3 million 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 September 30, 2003, the Company had cash and
cash equivalents of $11,000, working capital of $46.4 million, and $11.5 million
available under the credit facility. 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 continue a variety of initiatives to improve its
working capital position, including i) head count rebalancing to sustainable
production levels, ii) an engineering review of material components for the
removal of non-value added items to reduce both material costs and assembly
steps, iii) continued focus on improving quality through comprehensive
inspections and timely reporting of failures, iv) manufacturing efficiency
improvements through longer lead times for production increases allowing better
training of new hires to the direct work force, v) non-producing asset
dispositions, vi) continued reduction in all categories of inventory, vii)
pursuing the reduction of workers' compensation claims at NRV through the
implementation of the "Dupont" system, staggering of model year changes to
facilitate more effective introductions of product changes to manufacturing and
viii) 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, the sale of excess assets
and/or additional debt financings. If circumstances changed and additional
capital was needed, no assurance can be given that the Company would be able to
obtain such additional capital resources.
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.
15
Results of Operations
As a percentage of net sales
Three Months Nine Months
Ended Sept. 30, Ended Sept. 30,
-------------- --------------
2003 2002 2003 2002
---- ---- ---- ----
(Restated) (Restated)
Net sales............................... 100.0 % 100.0 % 100.0 % 100.0 %
Cost of goods sold...................... 95.9 100.1 99.5 98.5
----- ----- ----- -----
Gross profit (loss)................... 4.1 (0.1) 0.5 1.5
----- ----- ----- -----
Selling expenses........................ 3.4 5.7 3.8 4.6
General and administrative expenses..... 1.8 2.2 2.3 2.6
Impairment of goodwill.................. 0.0 8.5 0.0 2.6
----- ----- ----- -----
Operating loss........................ (1.1) (16.5) (5.6) (8.3)
Interest expense........................ 0.1 0.1 0.1 0.1
Other income............................ 0.0 (0.1) 0.0 (0.2)
----- ----- ----- -----
Loss before income taxes.............. (1.2) (16.5) (5.7) (8.2)
Benefit for income taxes................ (0.4) (3.0) (2.1) (2.1)
----- ----- ----- -----
Net loss.............................. (0.8)% (13.5)% (3.6)% (6.1)%
===== ===== ===== =====
Amounts are in thousands, except percentages
Net sales
Three Months Nine Months
Ended Sept 30, Ended Sept 30,
Percent Change Percent Change
---------------------- ------------------------
2003 2002 2003 2002
---- ---- ---- ----
Net sales................... $91,314 26.1% $72,417 $242,886 1.5% $239,204
Net sales of $91.3 million for the quarter ended September 30, 2003
represents an increase of $18.9 million or 26.1% from the same quarter last
year. Third quarter wholesale unit shipments of diesel motorhomes were 297, up
41% from 211 units last year. Quarterly shipments of gas motorhomes were 321, up
38% from 232 units last year. Quarterly shipments of towable products were 355,
down 7% from 383 units last year.
Wholesale unit shipments of diesel motorhomes for the nine months were 752,
down 2% from 765 units last year. Shipments of gas motorhomes for the nine
months were 946, up 26% from 752 units last year. Year-to-date shipments of
towable products were 1,220, down 4% from 1,266 units last year.
Revenues in the quarter for the National RV division were $48.1 million, up
15% from $42.0 million last year. Revenues in the quarter for the Country Coach
division were $42.0 million, up 34% from $31.3 million last year. National RV
revenues for the nine months were $149.9 million, up 4% from $144.2 million last
year. Country Coach revenues for the nine months were $91.2 million, down 2%
from $93.4 million last year.
16
Gross profit margin
Three Months Nine Months
Ended Sept 30, Ended Sept 30,
Percent Change Percent Change
---------------------- ------------------------
2003 2002 2003 2002
---- ---- ---- ----
Gross profit margin......... 4.1% N/A (0.1)% 0.5% (66.7)% 1.5%
The primary factors that led to a 4.1% gross profit margin for the third
quarter 2003 compared to a -0.1% gross margin for the same period last year,
were higher production volumes, reduced warranty costs, and reduced discounting.
Gross profit margin declined by 66.7% during the first nine months of 2003
compared to the same period last year. The primary reason for the decline in
gross profit margin was an increase in workers' compensation costs.
Selling expenses
Three Months Nine Months
Ended Sept 30, Ended Sept 30,
Percent Change Percent Change
---------------------- ------------------------
2003 2002 2003 2002
---- ---- ---- ----
Selling expenses............ 3,101 (24.8)% 4,126 9,186 (16.1)% 10,953
as a percent of net sales... 3.4% 5.7% 3.8% 4.6%
Selling expenses totaled $3.1 million or 3.4% of net sales for the third
quarter 2003 compared to $4.1 million or 5.7% of net sales for the same quarter
last year. Additionally, for the nine months ended September 30, 2003 selling
expenses, as a percentage of net sales declined by 16.1% compared to the same
period last year. Sales costs have decreased due to concerted efforts by
management to reduce advertising, giveaways and sales commissions.
General and administrative expenses
Three Months Nine Months
Ended Sept 30, Ended Sept 30,
Percent Change Percent Change
---------------------- ------------------------
2003 2002 2003 2002
---- ---- ---- ----
General and administrative
expenses.................... 1,683 0.6% 1,673 5,760 (7.7)% 6,242
as a percent of net sales... 1.8% 2.3% 2.4% 2.6%
General and administrative expenses totaling $1.7 million for the quarter
ended September 30, 2003 was flat compared to the same period last year. As a
percentage of net sales, general and administrative expenses decreased to 1.8%
from 2.3% for the same period last year as a result of improved sales during
2003. Additionally, for the nine months ended September 30, 2003 general and
administrative expenses declined by 7.7% compared to the same period last year,
as a percentage of net sales decreased to 2.4% from 2.6% for the same period
last year. The reduction in general and administrative expenses occurred
primarily due to the reduction in expenses associated with the aircraft that was
sold during 2002.
17
Impairment of goodwill
Three Months Nine Months
Ended Sept 30, Ended Sept 30,
Percent Change Percent Change
---------------------- ------------------------
2003 2002 2003 2002
---- ---- ---- ----
Impairment of goodwill...... - (100.0)% 6,126 - (100.0)% 6,126
as a percent of net sales... 0.0% 8.5% 0.0% 2.6%
The Company recognized the complete impairment of goodwill during the third
quarter of 2002.
Interest expense
Three Months Nine Months
Ended Sept 30, Ended Sept 30,
Percent Change Percent Change
---------------------- ------------------------
2003 2002 2003 2002
---- ---- ---- ----
Interest expense............ 85 66.7% 51 309 117.6% 142
as a percent of net sales... 0.1% 0.1% 0.1% 0.1%
Interest expense for the three months ended September 30 2003 and 2002 was
$0.09 million and $0.05 million, respectively. As a percentage of net sales,
interest expense for these same periods was 0.1% and 0.1%, respectively.
Additionally, for the nine months ended September 30 2003 and 2002, interest
expense was $0.3 million and $0.1 million and as a percentage of net sales
remained at 0.1%. Interest expense represents the interest and fees paid on the
Company's credit facility.
Other (income) expense
Three Months Nine Months
Ended Sept 30, Ended Sept 30,
Percent Change Percent Change
---------------------- ------------------------
2003 2002 2003 2002
---- ---- ---- ----
Other (income) expense...... (2) (95.5)% (45) (6) (98.6)% (444)
Other income in 2003 is comprised of interest income earned on cash in the
Company's general bank account. As a percentage of net sales the amount is not
material. Other income during 2002 is primarily the result of the sale of the
Company's airplane.
18
Benefit for income taxes
Three Months Nine Months
Ended Sept 30, Ended Sept 30,
Percent Change Percent Change
---------------------- ------------------------
2003 2002 2003 2002
---- ---- ---- ----
Benefit for income taxes.... (403) (81.4)% (2,164) (5,178) 5.0% (4,931)
as a percent of net sales... (0.4)% (3.0)% (2.1)% (2.1)%
The benefit for income taxes for the three and nine months ended September
30, 2003 was $0.4 million and $5.2, million, respectively. The benefit for
income taxes on a percentage of sales basis for the three and nine months ended
September 30, 2003 was (0.4)% and (2.1)%, respectively. Compared to the same
periods last year the tax benefits were $2.2 million and $4.9 million,
respectively. On a percentage of sales basis they were (3.0)% and (2.1)%,
respectively. The effective tax rate for the nine months ended September 30,
2003 was 37.0% and 25.3% for the same period last year. The lower effective tax
rate in 2002 is due to the impairment of goodwill.
19
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 September 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
September 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.
20
NATIONAL R.V. HOLDINGS, INC.
PART II - OTHER INFORMATION
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 July 22, 2003, the Company filed a Current Report on Form 8-K
furnishing under Item 9 the Company's financial results for the second
quarter of 2003.
(2) On August 06, 2003, the Company filed a Current Report on Form 8-K
disclosing under Item 5 Other Events, that the Board of Directors of
the Company had appointed Bradley C. Albrechtsen, the Company's
President and Chief Executive Officer, as President of the Company's
National RV, Inc. division, succeeding National RV, Inc. founder Wayne
Mertes.
(3) On August 19, 2003, the Company filed a Current Report on Form 8-K
disclosing under Item 5 Other Events, that Wayne Mertes, 67, resigned
from the Board of Directors of the Company.
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 By /s/ MARK D. ANDERSEN
Mark D. Andersen
Chief Financial Officer
(Principal Accounting and Financial Officer)
22