-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KzE7qG/8uFSr7u2nqOZaip5GgEPUe0aRsKOeiQprgfpFtWHYdGnVPbB9quNCGbeF n1hlRThhe/Z17sTEDkFvkg== 0000910655-97-000007.txt : 19971114 0000910655-97-000007.hdr.sgml : 19971114 ACCESSION NUMBER: 0000910655-97-000007 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970930 FILED AS OF DATE: 19971112 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL RV HOLDINGS INC CENTRAL INDEX KEY: 0000910655 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR HOMES [3716] IRS NUMBER: 330371079 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-22268 FILM NUMBER: 97714716 BUSINESS ADDRESS: STREET 1: 3411 N PERRIS BLVD CITY: PERRIS STATE: CA ZIP: 92571 BUSINESS PHONE: 9099436007 MAIL ADDRESS: STREET 1: 3411 N PERRIS BLVD CITY: PERRIS STATE: CA ZIP: 92571 10-Q 1 QUARTERLY REPORT FOR NATIONAL R.V. HOLDINGS, INC. ================================================================================ FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (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, 1997 { } TRANSITION REPORT PURSUANT TO SECTION 13 OF 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from ........ to ......... 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 incorporation or organization) Identification No.) 3411 N. Perris Blvd. Perris, California 92571 (909) 943-6007 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) 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 November 11, 1997 - ----- -------------------------------- Common stock, par value 6,254,133 $.01 per share 1 NATIONAL R.V. HOLDINGS, INC. INDEX PAGE PART 1 - FINANCIAL INFORMATION Item 1. Consolidated Balance Sheet - September 30, 1997 and December 31, 1996 3 Consolidated Statement of Income - Three and Nine Months Ended September 30, 1997 and 1996 4 Consolidated Statement of Cash Flows - Nine Months Ended September 30, 1997 and 1996 5 Consolidated Statement of Changes in Stockholders' Equity 6 Notes to Consolidated Financial Statements 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8 - 9 PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 10 Signature 11 2 NATIONAL R.V. HOLDINGS, INC. CONSOLIDATED BALANCE SHEET (In thousands) (Unaudited) September 30, December 31, 1997 1996 ASSETS Current Assets: Cash $ - $ 819 Trade receivables, less allowance for doubtful accounts of $177,000 14,238 5,522 Inventories 40,520 34,015 Deferred income taxes 2,488 1,384 Prepaid expenses 953 1,232 -------------- --------------- Total current assets 58,199 42,972 Goodwill 7,881 8,191 Restricted funds - 1,210 Property, plant and equipment, net 19,320 15,542 Other 3,069 135 -------------- --------------- $ 88,469 $ 68,050 ============== =============== LIABILITIES AND STOCKHOLDER'S EQUITY Current liabilities: Cash overdraft $ 1,237 $ - Line of credit 2,104 1,400 Current portion of long-term debt 545 545 Accounts payable 11,712 7,736 Accrued expenses 8,677 3,738 -------------- --------------- Total current liabilities 24,275 13,419 Deferred income taxes 1,827 1,827 Long-term debt 7,067 7,272 Commitments and contingencies Stockholders' equity: Preferred stock - $.01 par value; 5,000 shares authorized, 4,000 issued and outstanding - - Common stock - $.01 par value; 10,000,000 shares authorized 63 62 Additional paid-in capital 34,681 34,344 Accumulated earnings 20,776 11,126 Less: cost of treasury shares (220) - -------------- --------------- Total stockholders' equity 55,300 45,532 -------------- --------------- $ 88,469 $ 68,050 ============== =============== See Notes to Consolidated Financial Statements 3 NATIONAL R.V. HOLDINGS, INC. CONSOLIDATED STATEMENT OF INCOME (In thousands except per share data) (Unaudited) Three Months Nine Months Ended September 30, Ended September 30, 1997 1996 1997 1996 Net sales $ 76,780 $ 27,139 $ 204,567 $ 94,958 Cost of goods sold 65,749 23,422 176,826 82,183 -------- ------- --------- -------- Gross profit 11,031 3,717 27,741 12,775 Selling expenses 2,499 719 6,726 2,367 General and administrative expenses 1,511 588 4,294 1,773 Amortization of intangibles 103 - 310 - -------- ------- --------- -------- Operating income 6,918 2,410 16,411 8,635 Other expense (income): Interest expense 104 42 254 237 Interest income (37) (48) (107) (184) Other 13 37 74 114 -------- ------- --------- -------- Income before income taxes 6,838 2,379 16,190 8,468 Provision for income taxes 2,696 968 6,540 3,434 -------- ------- --------- -------- Net income $ 4,142 $ 1,411 $ 9,650 $ 5,034 Earnings per common share and common equivalent shares: Primary $ 0.59 $ 0.27 $ 1.42 $ 1.00 Fully diluted $ 0.58 $ 0.27 $ 1.40 $ 0.99 Weighted average number of shares: Primary 6,966 5,247 6,805 5,045 Fully diluted 7,169 5,296 6,896 5,066 See Notes to Consolidated Financial Statements 4 NATIONAL R.V. HOLDINGS, INC. CONSOLIDATED STATEMENT OF CASH FLOWS (In thousands) (Unaudited) Nine Months Ended September 30, 1997 1996 Cash flows from operating activities: Net income $ 9,650 $ 5,034 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation expense 928 358 Amortization of intangibles 310 - Increase in trade receivables (8,716) (1,106) Increase in inventories (6,505) (29) (Decrease) increase in prepaid expenses 279 (176) Increase (decrease) in accounts payable 3,976 (104) Increase in accrued expenses 4,939 873 Increase in deferred income taxes (1,104) (309) -------------- ---------------- Net cash provided by operating activities 3,757 4,541 Cash flows from investing activities: Increase in other assets (2,934) - Purchases of property, plant and equipment (4,706) (3,461) -------------- ---------------- Net cash used by investing activities (7,640) (3,461) Cash flows from financing activities: Increase in cash overdraft 1,237 - Increase (decrease) under line of credit 704 (1,900) Decrease in restricted funds 1,210 3,098 Principal payments on long-term debt (205) (109) Proceeds from issuance of common stock 338 1,381 Purchase of treasury stock (220) (953) -------------- ---------------- Net cash provided by financing activities 3,064 1,517 -------------- ---------------- Net (decrease) increase in cash (819) 2,597 Cash beginning of period 819 73 -------------- ---------------- Cash end of period $ - $ 2,670 See Notes to Consolidated Financial Statements 5 NATIONAL R.V. HOLDINGS, INC. CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (In thousands except shares) (Unaudited) Preferred Common Stock Paid-in Accumulated Treasury Stock Stock Shares Amount Capital Earnings Shares Amount Total --------- --------- ------- -------- ---------- ------- ------ ------- Balance, December 31, 1996 $ - 6,193,579 $ 62 $ 34,344 $ 11,126 $ - $45,532 Common Stock issued upon exercise of warrants 37,500 1 230 231 Common Stock issued under option plan 21,554 - 107 107 Purchase of treasury stock (12,400) (220) (220) Net income 9,650 9,650 --------- --------- ------- -------- ---------- ------- ------ ------- Balance, September 30, 1997 $ - 6,252,633 $ 63 $ 34,681 $ 20,776 (12,400) $(220) $55,300
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., and Country Coach, Inc. 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. NOTE 2 - INVENTORIES Inventories consist of the following: September 30, December 31, 1997 1996 ------------------ ------------------ Finished goods $ 10,579,000 $ 8,116,000 Work-in-process 13,636,000 11,000,000 Raw materials 9,605,000 7,987,000 Chassis 6,700,000 6,912,000 ================== ================== $ 40,520,000 $ 34,015,000 ================== ================== NOTE 3 - Other In September 1997, the Company acquired, for $2.75 million, a limited partnership interest in Dune Jet Services, L.P. (the "Partnership"), a Delaware limited partnership formed for the purposes of acquiring and operating an airplane for the partners' business uses and for third-party charter flights (the "Aircraft"). The general partner of the Partnership is Dune Jet Services, Inc. ("DJ Services") , a Delaware corporation, the sole stockholder of which is the Company's Chairman, Mr. Gary N. Siegler. DJ Services contributed $1.55 million for its general partnership interest and an additional $3.25 million for a separate limited partnership interest. The Aircraft has been partially financed by a $4.25 million loan from a third party financing source, the repayment of which loan was personally guaranteed by Mr. Siegler. Pursuant to the Partnership's limited partnership agreement and proposed operating agreement, the Company, as a limited partner, will have the right to use the Aircraft for business purposes for its pro rata share of 800 hours per year, at a rate modestly above the variable cost of operating the Aircraft. Hours not used by the partners will be available for charter flights at market rates. Profits and losses of the Partnership are generally allocated in accordance with the partners' respective capital contributions, except that depreciation is allocated to the general partner, and distributions to the partners will be made in the same ratios as such allocations. Pursuant to the partnership agreement, DJ Services is entitled to reimbursement for expenses and indemnification from the Partnership for acting in its capacity as general partner. 7 NATIONAL R.V. HOLDINGS, INC. PART 1, ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Liquidity and Capital Resources At September 30, 1997, the Company had working capital of $33.9 million compared to $29.6 million at December 31, 1996. Net cash provided by operating activities was $3.8 million for the nine months ended September 30, 1997, compared to $4.5 million for the same period in 1996. An increase in net income, accounts payable and accrued expenses was offset by an increase in accounts receivable, inventories and deferred income taxes. Cash used by investing activities was $7.6 million compared to $3.5 million for the comparable period last year. The increase was primarily due to the construction of a new 154,000 square foot building and the acquisition of the limited partnership interest in Dune Jet Services, L.P. Cash provided by financing activities was $3.1 million compared to $1.5 million for the comparable period last year. The change was primarily due to an increase in cash overdraft and line of credit, and a decrease in restricted funds used for the construction of the new building. The Company believes that the combination of internally generated funds, existing capital and funds available from its existing credit facility, will be sufficient to meet the Company's planned capital and operational requirements for at least the next 24 months. Results of Operations Net sales for the third quarter of 1997 increased by $49.6 million or 182.9% from the comparable period last year. For the first nine months of 1997, the Company reported sales of $204.6 million, 115.4% higher than sales of $95.0 million for the first nine months of last year. This increase resulted from the sale of 352 motorhomes at the Company's Country Coach subsidiary with no comparable sales for last year. The Company's National RV subsidiary shipped 325 more Class A motorhomes than last year and the average sales price increased 16.1% to $67,290 reflecting strong demand for higher-priced motorhomes with slide-out rooms. Cost of goods sold of $65.7 million for the third quarter of 1997 resulted in a gross margin of 14.4% compared to a gross margin of 13.7% for the same period last year. Cost of goods sold of $176.8 million for the first nine months of 1997 resulted in a gross margin of 13.6% compared to a gross margin of 13.5% for the same period last year. The gross margin increase was due primarily to manufacturing efficiencies at the Company's National RV subsidiary which operated at a 38.4% higher rate of production than last year. Additionally, the Company's Country Coach subsidiary realized a higher gross profit margin on their sales which were not included in last year results. 8 NATIONAL R.V. HOLDINGS, INC. PART 1, ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) Selling expense for the third quarter of 1997 increased to $2.5 million or 3.3% of net sales, compared to $0.7 million or 2.6% of net sales for the same period last year. Selling expense for the first nine months of 1997 increased to $6.7 million or 3.3% of net sales, compared to $2.4 million or 2.5% of net sales for the same period last year. The increase was due primarily to higher selling expenses at Country Coach which are typical in the Highline market. General and administrative expense for the third quarter of 1997 increased to $1.5 million or 2.0% of net sales, compared to $0.6 million or 2.2% of net sales for the same period last year. General and administrative expense for the first nine months of 1997 increased to $4.3 million or 2.1% of net sales, compared to $1.8 million or 1.9% of net sales for the same period last year. The increase was due primarily to the general and administrative expenses of Country Coach. Amortization of intangibles increased $0.1 million for the third quarter of 1997 and $0.3 million for the first nine months of 1997 due to the Country Coach acquisition. As a result of the foregoing, operating income for the third quarter of 1997 increased 187.1% to $6.9 million or 9.0% of net sales, compared to $2.4 million or 8.9% of net sales for the same period last year. Operating income for the first nine months of 1997 increased 90.1% to $16.4 million or 8.0% of net sales, compared to $8.6 million or 9.1% of net sales for the same period last year. Net interest expense and other financing related costs for the first nine months of 1997 increased $54,000. As a result of the foregoing, income before income taxes for the third quarter of 1997 increased to $6.8 million or 8.9% of net sales, compared to $2.4 million or 8.8% of net sales for the same period last year. Income before income taxes for the first nine months of 1997 increased to $16.2 million or 7.9% of net sales, compared to $8.5 million or 8.9% of net sales for the same period last year. Provision for income taxes for the third quarter of fiscal 1997 was $2.7 million compared to $1.0 million for the same period last year. Provision for income taxes for the first nine months of 1997 was $6.5 million compared to $3.4 million for the same period last year. The effective tax rate for the first nine months of 1997 was 40.4% compared to 40.6% for the same period last year. The decrease was due mainly to apportioning sales to states with lower tax rates. As a result of the foregoing, net income for the third quarter of 1997 increased to $4.1 million or 5.4% of net sales, compared to $1.4 million or 5.2% of net sales for the same period last year. Net income for the first nine months of 1997 increased to $9.7 million or 4.7% of net sales, compared to $5.0 million or 5.3% of net sales for the same period last year. 9 PART II - OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K A. Exhibits 99 Forward Looking Statements B. Reports on Form 8-K None 10 SIGNATURES 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: November 11, 1997 By /s/ KENNETH W. ASHLEY Kenneth W. Ashley Senior Vice President and Chief Financial Officer (Principal Accounting and Finance Officer) 11 Exhibit 99 Forward Looking Statements The reports of National R.V. Holdings, Inc., a Delaware corporation (the "Registrant"), under the Securities Exchange Act of 1934 contain forward-looking statements which involve risks and uncertainties. The Company's actual results may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such a difference include, but are not limited to, the following considerations: (i) the cyclical nature of the recreational vehicle industry, seasonality and potential fluctuations in the Registrant's operating results; (ii) the registrant's dependence on chassis suppliers; (iii) the integration by the Registrant of acquired businesses and the management of growth; (iv) potential liabilities under repurchase agreements; (v) competition; (vi) government regulation; (vii) product liability; (viii) dependence on key personnel; (ix) dependence on certain dealers and concentration of dealers in certain regions; (x) expansion of manufacturing facilities; (xi) control by affiliates; and (xii) antitakeover provisions. EX-27 2 FDS --
5 1,000 9-MOS DEC-31-1997 JAN-01-1997 SEP-30-1997 0 0 14,415 177 40,520 58,199 24,827 5,507 88,469 24,275 7,067 0 0 63 55,237 88,469 204,567 204,567 176,826 176,826 0 0 254 16,190 6,540 9,650 0 0 0 9,650 1.42 1.40
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