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SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934 (FEE REQUIRED); OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (NO FEE REQUIRED)
For the year ended December 31, 2000
Commission file number 0-22268
NATIONAL R.V. HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware No. 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
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, par value $.01 per share New York Stock Exchange
- -------------------------------------- -----------------------------------
(Title of class) (Name of each Exchange on
which registered)
Securities registered pursuant to Section 12(g) of the Act: NONE
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 if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Aggregate market value (based upon the closing sale price) of the voting stock
held by nonaffiliated stockholders of Registrant as of March 27, 2001 was
approximately $64,860,000.
The number of shares outstanding of the Registrant's common stock, as of March
27, 2001, was 10,595,536.
Documents Incorporated by Reference: Part III incorporates by reference portions
of the National R.V. Holdings, Inc. Proxy Statement for the 2001 Annual Meeting
of Stockholders.
1
TABLE OF CONTENTS
PART I........................................................................3
Item 1. Business of the Registrant.........................................3
Item 2. Properties........................................................14
Item 3. Legal Proceedings.................................................15
Item 4. Submission of Matters to a Vote of Security Holders...............15
PART II......................................................................16
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters............................................................16
Item 6. Selected Financial Data............................................17
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations..............................................18
Item 7A.Quantitative and Qualitative Disclosures About Market Risk.........23
Item 8. Financial Statements and Supplementary Data........................23
Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure...............................................23
PART III.....................................................................24
Item 10. Directors and Officers of the Registrant..........................24
Item 11. Executive Compensation............................................24
Item 12. Security Ownership of Certain Beneficial Owners and Management....24
Item 13. Certain Relationships and Related Party Transactions..............24
PART IV......................................................................25
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K...25
SIGNATURES.................................................................26
2
PART I
Item 1. Business of the Registrant
General
National R.V. Holdings, Inc. (the "Company") is one of the nation's leading
manufacturers of Class A motorhomes. From its Perris, California facility, the
Company designs, manufactures and markets National R.V., Inc. ("NRV") Class "A"
motor homes under brand names including Tradewinds, Dolphin, Tropi-Cal, Sea
Breeze, Marlin, Islander, Sea View, Surf Side, and Caribbean, and travel
trailers under brand names including Sea Breeze, Palisades, Splash and Rage'n.
From its Junction City facility, the Company designs, manufactures and markets
Country Coach, Inc. ("CCI") high-end (Highline) Class "A" motorhomes and bus
conversions under brand names including Affinity, Allure, Intrigue and Magna.
The Company, which began manufacturing recreational vehicles ("RVs") in 1964, is
the fifth largest domestic manufacturer of Class A motorhomes and sells its
motorhomes through a network of approximately 230 dealer locations in 38 states
and Canada.
The Company was incorporated in Delaware in 1988. NRV's predecessor was
organized in 1963. CCI's predecessor was organized in 1973. As used herein, the
term "Company" refers to National R.V. Holdings, Inc., NRV and CCI unless the
context otherwise requires.
The Company's headquarters are located at 3411 N. Perris Blvd., Perris,
California 92571, and its telephone number is (909) 943-6007.
Recreational Vehicle Industry Overview
Products
Based upon standards established by the Recreational Vehicle Industry
Association (the "RVIA"), RVs are commonly classified into three main
categories: (i) motorhomes, composed of Class A, B and C types; (ii) towables,
composed of fifth-wheel travel trailers, conventional travel trailers, truck
campers and folding camping trailers, and (iii) van conversions.
Motorhomes: Motorhomes are self-powered RVs built on a motor vehicle
chassis. The interior typically includes a driver's area and kitchen, bathroom,
dining and sleeping areas. Motorhomes are self-contained, with their own power
generation, heating, cooking, refrigeration, sewage holding and water storage
facilities, so that they can be lived in without being attached to utilities.
Motorhomes are generally categorized into A, B and C classes. Class A motorhomes
are constructed on a medium-duty truck chassis, which includes the engine, drive
train and other operating components. Retail prices for Class A motorhomes
generally range from $40,000 to $200,000. Highline motorhomes, which are a
subset of Class A motorhomes, generally range in retail price from $200,000 to
$1,000,000. Class C motorhomes are built on a van or pick-up truck chassis,
which includes an engine, drive-train components and a finished cab section, and
generally range in retail price from $40,000 to $70,000. Class B motorhomes are
van campers, which generally contain fewer features than Class A or Class C
motorhomes.
3
Towables: Towables are non-motorized RVs. Fifth-wheel travel trailers,
similar to motorhomes in features and use, are constructed with a raised forward
section that attaches to the bed of a pick-up truck. This allows a bi-level
floor plan and generally more living space than conventional travel trailers.
Fifth-wheel travel trailers are typically less expensive than motorhomes and
range in retail price from $15,000 to $80,000. Conventional travel trailers are
similar to fifth-wheel travel trailers but do not have the raised forward
section. Truck campers have many of the amenities found on travel trailers and
slide into the bed of a pickup truck. Folding camping trailers contain fewer
features than other towables and are constructed with collapsible "tent"
sidewalls that fold for easy towing.
Van Conversions: Van conversions are automotive vans converted by van
upfitters to include such features as entertainment centers, comfortable
seating, window treatments and lighting.
Trends and Demographics
According to the RVIA's wholesale statistics, RV unit sales (excluding van
conversions) in 2000 decreased 6.6% to 300,100 from 321,200 in 1999. The
aggregate wholesale value of these 2000 shipments was approximately $7.6
billion, with Class A motorhomes comprising $3.9 billion or 51% of the total and
travel trailers comprising $2.7 billion or 36% of the total. Unit shipments of
Class A motorhomes in 2000 decreased 17.0% to 41,000 from 49,400 in 1999. The
average wholesale price of Class A motorhomes increased 5.7% in 2000 to $94,003
from $88,962 in 1999. Unit shipments of travel trailers decreased 0.7% in 2000
to 176,800 from 178,000 in 1999. The average wholesale price of conventional
travel trailers increased 2.4% in 2000 to $11,763 from $11,488 in 1999, while
the average wholesale price of fifth-wheel travel trailers decreased 6.2% to
$19,032 in 2000 from $20,284 in 1999.
While overall unit shipments have increased over the past five years,
the RV industry's manufacturing base has undergone a consolidation. Between 1992
and 2000, the number of Class A motorhome manufacturers declined from 45 to 29.
In addition, during this period, the aggregate retail market share of the ten
largest Class A motorhome manufacturers increased from 82.5% to 90.6%.
RVs are purchased for a variety of purposes, including camping,
visiting family and friends, sightseeing, vacationing and enjoying outdoor
activities and sporting events. According to a University of Michigan study,
approximately 8.6 million households (or 9.8% of all households) in the United
States owned RVs in 1997, up from 8.2 million in 1993, 7.7 million in 1988 and
5.8 million in 1980. In addition, the study indicated that 67% of all current RV
owners and 25% of all former RV owners plan to purchase another RV in the
future. This study further indicated that 65% of RVs purchased are used (RVIA
and market share statistics reflect new product sales only) with more than 34%
of these used RVs older than 15 years. The eventual scrappage of these older
units is expected to result in an increasing proportion of new product sales
over the next ten years.
4
Ownership of RVs reaches its highest level among those Americans aged
55 to 64, with 16.4% of households in this category owning RVs. The number of
households in this group, which constitutes the Company's primary target market,
is projected to grow by 8.0 million households, or 63% from 1997 to 2010 as
compared to total growth of 14.9 million households, or 14.9%. Baby Boomers are
defined as those born between the years 1946 and 1964, and thus the leading edge
of the Baby Boomer generation began turning 50 in 1996. This generation is
expected to be more affluent and retire earlier than past generations. As Baby
Boomers enter and travel through the important 50 to 65 age group for RV sales,
they represent the potential for a secular uptrend in the RV industry.
As motorhomes have increased in popularity due, in part, to the entry
of the Baby Boomer generation into the target market, the purchasers of these
products have grown more sophisticated in their tastes. The Company believes
that as a result, customers have demanded more value for their money, and brand
recognition and loyalty have become increasingly important. These trends have
favored companies that can deliver quality, value and reliability on a sustained
basis.
Business Development and Strategy
The Company's business development and operating strategy is to deliver
high quality, innovative products that offer superior value to enhance the
Company's position as one of the nation's leading manufacturers of RVs. This
strategy focuses on the following key elements: (i) building upon and exploiting
recognition of the Company's brand names; (ii) offering the highest value
products at multiple price points to appeal to first time and repeat buyers;
(iii) expanding its manufacturing capacity and continuing to utilize vertically
integrated manufacturing processes; and (iv) capitalizing on the Company's
reputation to expand its presence in the Highline market.
Building upon and Exploiting Recognition of the Company's Brand Names.
The Company believes that its brand names and reputation for manufacturing
quality products with excellent value have fostered strong consumer awareness of
the Company's products and have contributed to the growth of its net sales and
market share. The Company intends to capitalize on its brand name recognition in
order to increase its sales and market share, facilitate the introduction of new
products and enhance its dealer network.
Offering the Highest Value Products at Multiple Price Points to Appeal
to First Time and Repeat Buyers. The Company currently offers seventeen distinct
lines of RVs, which are available in a variety of lengths, floorplans, color
schemes and interior designs and range in suggested retail price from $10,000 to
$1,200,000. Each model is intended to attract customers seeking an RV within
their price range by offering value superior to competitive products from other
manufacturers. RVIA data indicates that most motorhome purchasers have
previously owned a recreational vehicle, and the Company's models are positioned
to address the demands of these repeat customers as well as first time buyers.
5
Expanded Manufacturing Capacity and Vertically Integrated Manufacturing
Processes. The Company has expanded its manufacturing facilities in order to
increase its production flexibility and substantially increase overall
production volume to meet demand and anticipated growth. The Company designs and
manufactures a significant number of the components used in the assembly of its
products, rather than purchasing them from third parties. The Company believes
that its vertically integrated manufacturing processes allow it to achieve cost
savings and better quality control. The Company's in-house research and
development staff and on-site component manufacturing departments enable the
Company to ensure a timely supply of necessary products and to respond rapidly
to market changes.
Capitalizing on the Company's Reputation to Expand its Presence in the
Highline Market. The Company's Country Coach product offerings focus exclusively
on the Highline segment of the Class A motorhome market. The Company has a
strong market share in the Highline segment. For the twelve months ended
December 31, 2000, the Company was the third largest manufacturer of Highline
motorhomes, with approximately 16.4% of this market, up from 15.6% in 1999. The
Company is actively seeking to expand its share of this market by capitalizing
on its established reputation, continuing to offer superior products and
expanding its production capacity in order to target the market's growing
population and satisfy the desire of many current RV owners to purchase more
upscale vehicles.
Business
Products
The Company's product strategy is to offer the highest value RVs across
a wide range of retail prices to appeal to a broad range of potential customers
and to capture the business of brand-loyal repeat purchasers who tend to trade
up with each new purchase. National RV currently manufactures Class A motorhomes
under Islander, Tradewinds, Marlin, Caribbean, Tropi-Cal, Dolphin, Sea Breeze,
Sea View and Surf Side brand names and travel trailers under the Sea Breeze,
Palisades, Splash, and Rage'n brand names. Country Coach currently manufactures
Highline motorhomes under the Affinity, Magna, Intrigue and Allure brand names
and bus conversions under the Country Coach Prevost Conversion brand name.
The Company's products are offered with a wide range of accessories and
options and manufactured with high-quality materials and components. Certain of
the Company's Highline motorhomes can be customized to a particular purchaser's
specifications. Each vehicle is equipped with a wide range of kitchen and
bathroom appliances, audio and video electronics, communication devices,
furniture, climate control systems and storage spaces.
Country Coach Prevost XLII Conversion. This completely customized bus,
billed as the ultimate in mobile livability, is built on the 40' and 45'
LeMirage XLII Prevost chassis. Fully custom interiors are equalled by
multi-color custom exterior graphics with clear coat. The coach offers
computerized touch pad switching, computerized air leveling, a voice synthesized
monitoring system, a sophisticated Infotronics control system, and a 42" big
screen that folds neatly away into the ceiling when not in use. Slide room
floorplans expand the interior livability factor even more. Suggested retail
prices for the XLII start at $715,000. The Country Coach Prevost Conversion was
introduced in 1979.
6
Affinity. The 40' and 42' Affinity is powered by the Caterpillar 455 hp
engine (or optional 505 hp) teamed with Allison's 4000MH transmission. This
engine has a mighty 1550 lbs of torque ripping out of its cylinders. Built on
the DynoMax chassis, the all fiberglass coach has a longer wheelbase (which
equates to enhanced driveability), shorter front and rear overhang and a low
center of gravity. Exterior color combinations (or select your own custom
colors) and custom graphic packages ensure a one-of-a-kind type exterior. An
interducted triple roof air system, a 12.5kw diesel generator on roll-out tray,
voice synthesized monitoring system, and over-the-road air conditioning are
among the many special features. Six color coordinated interior packages (or
completely customize) and floor plan combinations which include single and dual
slide out options offer carte blanche for personalization. Suggested retail
prices for the Affinity start at $447,000. The Affinity was introduced in 1991.
Magna. Available in 36' and 40' lengths, this wide-body motorcoach is
built on the DynoMax chassis and is powered by the Caterpillar C10 385HP diesel
engine teamed with Allison's 3000MH transmission. Six designer coordinated
interior packages (buyers may also modify a standard scheme or completely
customize) complement the fiberglass exterior with custom graphics packages.
Floor plan combinations include non-slide, single and double slide room
offerings. A voice synthesized monitoring system, over-the-road air
conditioning, an interducted roof air system, and a diesel generator on a
convenient roll-out tray are among the special features. Suggested retail prices
for the Magna start at $331,700.
Intrigue. Built on the DynoMax chassis, the Intrigue is available in
32', 36' and 40' lengths. The widebody diesel pusher is powered by the Cummins
330 or optional 350 or 370 horsepower engine teamed with Allison's 3000MH
transmission. The fiberglass exterior with its one-piece fiberglass roof cap
features painted exterior graphics with complete clear coat protection. Custom
crafted cabinetry in a choice of natural hardwoods combine with three color
coordinated interior packages. Non-slide, single and dual slide out editions
afford maximized living space. Suggested retail prices for the Intrigue start at
$218,100. The Intrigue was introduced in 1994.
Allure. Available in 32', 36' and 40' lengths, this widebody diesel
pusher motorcoach is built on the DynoMax chassis. It is powered by the Cummins
330 horsepower engine teamed with Allison's 3000 MH transmission. The fiberglass
exterior with a one-piece fiberglass roof cap, painted graphics with clear coat
and bus-style aerodynamics is complemented by three designer coordinated
interior packages and floor plan combinations which include non-slide, single
slide and dual slide arrangements. Suggested retail prices for the Allure start
at $194,700. The Allure was introduced in 1995.
Islander. The Islander is a luxury, bus-style diesel pusher built on a
semi-monocoque chassis manufactured by CCI. Available in two 40' floorplans, the
Islander features large double slide rooms that add approximately 45 square feet
of additional living space. Suggested retail prices for the Islander start at
$215,000. The Islander product debuted in 1999.
7
Tradewinds LTC. The Tradewinds LTC is available in three floorplans on
a diesel-powered chassis. The Tradewinds LTC (Luxury Touring Class) features an
extensively upgraded diesel chassis from its sister product, the Tradewinds.
These upgrades include a more powerful engine, greater storage space and
independent front suspension. Each model is a full-basement wide-body, bus-style
motorhome. All models have automatic double slide-out features that expand the
interior of the motorhome to add additional living space. Models are produced in
36-39 foot lengths and are available with a choice of oak, walnut or maple
interiors. Suggested retail prices for the LTC start at $177,000. The Tradewinds
LTC was introduced in 2000.
Tradewinds. The Tradewinds is available in five floorplans on a
diesel-powered chassis. These models are full-basement wide-body, bus-style
motorhomes. All models have automatic slide-out features that expand the
interior of the motorhomes and add approximately 36 square feet of additional
living space. Models are produced in 35-38 foot lengths and are available with a
choice of oak or walnut interiors. Suggested retail prices for the Tradewinds
start at $152,000. The Tradewinds was introduced in 1997.
Marlin. The Marlin is available in three floorplans on a diesel-powered
chassis. The Marlin features an extensively upgraded diesel chassis when
compared to other products in its price range. These upgrades include a raised
rail chassis and independent front suspension. Each model is a full-basement
wide-body, bus-style motorhome. All models have automatic slide-out features
that expand the interior of the motorhomes to add additional living space.
Models are produced in 35-39 foot lengths and are available with a choice of oak
or maple interiors. Suggested retail prices for the Marlin start at $139,000.
The Marlin was introduced in 2000.
Caribbean. The Caribbean is a compact, luxury, bus-style, diesel pusher
that represents a newer market segment that has emerged. Featuring one floorplan
of 34 feet in length with a slide-out room, the Caribbean is designed to appeal
to consumers looking for a luxury product that is easier to drive and handle
than conventional luxury bus-style products. Suggested retail prices for the
Caribbean start at $138,000. The Caribbean was introduced in 1999.
Tropi-Cal. The Tropi-Cal is a wide-body bus-style motorhome outfitted
similar to the Dolphin with certain distinct features, exterior styling and
floorplans. The Tropi-Cal is available in seven floorplans on a gas-powered
chassis and produced in 33 to 37 foot lengths. All models have an automatic
slide-out feature that expands the interior of the motorhome and adds
approximately 36 square feet of additional living space. Suggested retail prices
for the Tropi-Cal $101,000. The Tropi-Cal was introduced in 1993.
Dolphin. The Dolphin is available in eight floorplans on a gas-powered
chassis. These models are full-basement wide-body, bus-style motorhomes. All
models have automatic slide-out features that expand the interior of the
motorhomes and add approximately 36 square feet of additional living space. The
Dolphin models are produced in 33 to 37 foot lengths. Suggested retail prices
start at $95,000. The Class A Dolphin motorhome was introduced in 1985.
8
Sea View. The Sea View is available in five floorplans on a gas-powered
chassis. These models are full-basement wide-body, bus-style motorhomes. All
models have automatic slide-out features that expand the interior of the
motorhomes and add approximately 36 square feet of additional living space. The
Sea View models are produced in 31 to 34 foot lengths. Suggested retail prices
start at $85,000. The Sea View was introduced in 1997.
Sea Breeze. The Sea Breeze is a moderately priced, bus-style motorhome,
built on a gas-powered chassis. The Sea Breeze is a low profile motorhome,
offering partial basement storage. The Sea Breeze features Corian(R)
countertops, power heated side-view mirrors, deluxe trim and heated water and
waste holding tanks. The Sea Breeze features four floorplans between 30 and 34
feet in length. Suggested retail prices start at $72,000. The Class A Sea Breeze
product was introduced in 1992.
Surf Side. The Surf Side is available in three floorplans on a
gas-powered chassis. This full-basement wide-body, bus-style motorhome is
offered in 30 and 31 foot lengths. Suggested retail prices start at $68,000. The
Surf Side was introduced in 1999.
Palisades Fifth-Wheel Travel Trailer. The Palisades fifth-wheel travel
trailer comes in five, triple-slide floorplans ranging from 32 to 37 feet in
length. All floorplans feature standard dark walnut interiors, and many other
amenities. Suggested retail prices start at $58,000. The Palisades was
introduced in 1999.
Sea Breeze Fifth-Wheel Travel Trailer. The Sea Breeze fifth-wheel
travel trailer comes in five floorplans equipped similar to a Sea Breeze
motorhome. All floorplans feature standard living room and bedroom slide-out
sections and are produced in 30 to 37 foot lengths. Suggested retail prices
start at $45,000. The Sea Breeze fifth-wheel trailer was introduced in 1995.
Rage'n Travel Trailer. The Rage'n is a ramp travel trailer with both
conventional and fifth-wheel floorplans and contains cargo capacity for hauling
ATVs or small watercraft. Suggested retail prices for the Rage'n start at
$18,000. The product was introduced in 2000.
Splash Travel Trailer. The Splash is an entry-level travel trailer with
both conventional and fifth-wheel floorplans. When complete, it will be
available in approximately 20 floorplans. Suggested retail prices for the Splash
start at $11,000. The product line debuted in October of 2000.
9
Planned Product Introductions
During 2001, the Company plans to continue to introduce new floorplans
in its existing products as well as additional new towable brands to round out
its offering of towable products.
Distribution and Marketing
The Company markets NRV products through a network of 170 class A and
approximately 55 towable dealer locations in 38 states and Canada. These dealers
generally carry all or a portion of NRV's product lines along with competitors'
products. The Company markets CCI products through 22 dealer locations. CCI
utilizes a limited dealer network for its Highline motorhomes due to the selling
expertise required and the tendency of Highline customers to make
destination-type purchases. The Company believes that each of the CCI dealers
has significant experience with top-of-the-line products and has demonstrated
high standards for service.
The Company generally promotes its products through visits to dealers,
attendance at industry shows, direct mail promotions, corporate newsletters,
press releases, trade and consumer magazine advertising and RV owner rallies.
From time to time, the Company also offers dealer or consumer incentives. In
addition, to help promote customer satisfaction and brand loyalty, the Company
sponsors Dolphin and Country Coach International clubs for owners of the
Company's products. The clubs publish newsletters and magazines on a monthly or
quarterly basis and organize RV rallies and other activities. The Company
continually seeks consumer preference input from several sources, including
dealers, RV owners and the Company's sales representatives and, in response, the
Company implements changes in the design, decor and features of its products.
Substantially all of the Company's motorhome sales are made on terms
requiring payment within 15 days or less of the dealer's receipt of the unit.
Most dealers finance all, or substantially all, of the purchase price of their
inventory under "floor plan" arrangements with banks or finance companies under
which the lender pays the Company directly. Dealers typically are not required
to commence loan repayments to such lenders for a period of at least six months.
The loan is collateralized by a lien on the vehicle. Consistent with industry
practice, the Company has entered into repurchase agreements with these lenders.
In general, the repurchase agreements provide that the Company is required to
repurchase a unit after the unit is financed and if the "floor plan" lender has
repossessed the unit. Certain of these agreements limit the Company's liability
to 12 to 18 months after the date of invoice of the unit. At December 31, 2000,
the Company's contingent liability under these agreements was approximately
$99.3 million. The risk of loss under such agreements is spread over numerous
dealers and lenders and is further reduced by the resale value of the motorhomes
the Company would be required to repurchase. The Company's losses under these
agreements have not been material in the past.
10
Many finance companies and banks provide retail financing to purchasers
of RVs. Certain provisions of the U.S. tax laws applicable to second residences,
including the deductibility of mortgage interest and the deferral of gain on a
qualifying sale, currently apply to motorhomes and travel trailers used as
qualifying residences.
Manufacturing Facilities and Production
The Company owns and operates manufacturing facilities in Perris,
California, and Junction City, Oregon. In January 2001, NRV completed the
acquisition of a 15-bay service and parts distribution center in Lakeland,
Florida. NRV products are designed and manufactured in facilities encompassing
610,000 square feet located on approximately 49 acres in Perris. CCI products
are designed and manufactured in facilities encompassing 386,000 square feet
located on approximately 56 acres in Junction City. The Company also owns 12
acres of undeveloped land in Florida, which is currently being marketed for
sale.
The Company's vehicles are built by integrating manufacturing and
assembly line processes. The Company has designed and built its own fabricating
and assembly equipment and molds for a substantial portion of its manufacturing
processes. The Company believes that its vertically integrated manufacturing
systems and processes, which it has developed, enable it to efficiently produce
high-quality products.
Among other items, the Company fabricates, molds and finishes
fiberglass to produce its front and rear-end components, manufactures its own
walls and roofs, assembles sub-floors and molds plastic components. In addition
to assembling its vehicles and installing various options and accessories, the
Company manufactures the majority of the installed amenities such as cabinetry,
draperies, showers and bathtubs. After purchasing the basic chair and sofa
frames, the Company also manufactures most of the furniture used in its
motorhomes. The Company believes that by manufacturing these components on site,
rather than purchasing them from third parties, the Company achieves cost
savings, better quality control and timely supply of necessary components.
Chassis, plumbing fixtures, floor coverings, hardware and appliances are
purchased in finished form from various suppliers. Due to California
environmental emission restrictions on the amount of fiberglass that the Company
can fabricate, third parties manufacture certain fiberglass parts using the
Company's molds.
The Company currently operates one production shift.
The Company purchases the principal raw materials and certain other
components used in the production of its RVs from third parties. Other than the
chassis, these components and raw materials typically have short delivery lead
times. With the exception of the chassis, these materials, including plywood,
lumber and plastic, are generally available from numerous sources, and the
Company has not experienced any significant shortages of raw materials or
components.
11
Product Development
The Company utilizes research and development staff who concentrate on
product development and enhancements. New ideas are presented to the staff from
management and are derived from a variety of sources, including sales
representatives, dealers and consumers. The staff utilizes computer-aided design
equipment and techniques to assist in the development of new products and floor
plans and to analyze suggested modifications of existing products and features.
After the initial step of development, prototype models for new products are
constructed and refined. In the case of modifications to certain features, new
molds for various parts, such as front-end caps and storage doors, are produced
and tested. Upon completion and acceptance of the prototypes, the new products
or components are integrated into the production process. The Company believes
that the maintenance of an in-house research and development staff enables the
Company to respond rapidly to ongoing shifts in consumer tastes and demands.
Research and development expenses were $5,973,000 $4,087,000, and $3,050,000 for
the years ended December 31, 2000, 1999 and 1998, respectively.
Arrangements with Chassis Suppliers
The Company's NRV subsidiary purchases gasoline-powered chassis' that
are manufactured by Ford Motor Company and Workhorse Custom Chassis, and rear
engine diesel-powered chassis' from Freightliner Custom Chassis Corporation,
Spartan Motor Corporation, and from CCI. The Company's CCI subsidiary
manufactures its own chassis, the DynoMax, which is used as the base upon which
all CCI motorhomes are built, except for the Prevost Conversions, which utilize
a Prevost bus shell. The Company takes advantage of cash discounts, for payment
upon delivery, which are generally provided for in the purchase agreements with
these manufacturers. Such agreements generally provide that the Company must pay
for a chassis in full prior to making any alterations or additions to the
chassis. The agreements further provide that either party may terminate the
agreement at any time. In the event of such termination, the Company may incur
certain financing and other costs in order to maintain an adequate supply of
chassis. The Company generally maintains a one to two month production supply of
a chassis in inventory. If any of the Company's present chassis manufacturers
were to cease manufacturing or otherwise reduce the availability of their
chassis, the business of the Company could be adversely affected. The industry,
as a whole, from time to time experiences short-term shortages of chassis.
Backlog
The Company's backlog of orders was $62.3 million as of February 28,
2001 and $64.0 million as of February 29, 2000. All backlog orders are subject
to cancellation or postponement. To the extent not canceled or postponed, the
Company expects that its backlog as of February 28, 2001 will be filled within
60-90 days.
Competition
The motorhome market is intensely competitive, with a number of other
manufacturers selling products that compete with those of the Company. According
to Statistical Surveys, Inc., the three leading manufacturers accounted for
approximately 52.7% and 51.8% of total retail units sold in the Class A
motorhome market during 2000 and 1999, respectively. These companies and certain
other competitors have substantially greater financial and other resources than
the Company. Sales of used motorhomes also compete with the Company's products.
The Company competes on the basis of value, quality, price and design. According
to Statistical Surveys, Inc., the Company's Class A retail market share of new
product sales increased from 1.9% in 1992 to 3.4% in 1993, 4.0% in 1994, 4.2% in
1995, 6.1% in 1996, 7.8% in 1997, 8.2% in 1998, 8.2% in 1999, and decreased to
7.4% in 2000.
12
Regulation
The Company is subject to federal, state and local regulations
governing the manufacture and sale of their products, including the provisions
of the National Traffic and Motor Vehicle Safety Act (the "Motor Vehicle Act")
and the safety standards for RVs and components which have been promulgated
thereunder by the Department of Transportation. The Motor Vehicle Act authorizes
the National Highway Traffic Safety Administration ("NHTSA") to require a
manufacturer to recall and repair vehicles which contain certain hazards or
defects. The Company has from time to time instituted voluntary recalls of
certain motorhome units, none of which has had a material adverse effect on the
Company. Future recalls of the Company's vehicles, voluntary or involuntary,
however, could have a material adverse effect on the Company. The Company is
also subject to federal and numerous state consumer protection and unfair trade
practice laws and regulations relating to the sale, transportation and marketing
of motor vehicles, including so-called "Lemon Laws." Federal and state laws and
regulations also impose upon vehicle operators various restrictions on the
weight, length and width of motor vehicles, including trucks and motorhomes,
that may be operated in certain jurisdictions or on certain roadways. Certain
jurisdictions also prohibit the sale of vehicles exceeding length restrictions.
Amendments and changes in enforcement with respect to these laws and regulations
and the implementation of new laws and regulations could significantly increase
the costs of manufacturing, purchasing, operating or selling the Company's
products and could have a material adverse effect on the Company's business,
results of operations and financial condition.
The Company relies upon certifications from chassis manufacturers with
respect to compliance of the Company's vehicles with all applicable emission
control standards. The RVIA, of which the Company is a member, has promulgated
stringent standards for quality and safety. Each of the units manufactured by
the Company has a RVIA seal placed upon it to certify that such standards have
been met.
Federal and state authorities have various environmental control
standards relating to air, water, noise pollution and hazardous waste generation
and disposal which affect the business and operations of the Company. California
environmental emission regulations limit the amount of fiberglass production
that the Company may fabricate. The Company believes that its facilities and
products comply in all material respects with applicable environmental
regulations and standards. The Company is also subject to the regulations
promulgated by the Occupational Safety and Health Administration ("OSHA"), which
regulates workplace health and safety. Representatives of OSHA and the RVIA
periodically inspect the Company's plant.
13
Product Warranty
The Company provides retail purchasers of its motorhomes with a limited
warranty against defects in materials and workmanship. Excluded from the
Company's warranties are chassis manufactured by third parties and certain other
specified components that are warranted by the Company's suppliers of these
items. Service covered by warranty must be performed at either the Company's
in-house service facility or any of its dealers or other authorized service
centers. The warranty period covers the lesser of one year or 18,000 miles. The
Company's warranty reserve was $9.9 million at December 31, 2000, which the
Company believes is sufficient to cover warranty claims.
Trademarks
NRV's Dolphin, Tropi-Cal, Sea Breeze, Tradewinds, Sea View and
DuraFrame trademarks, and CCI's Affinity, Magna, Intrigue, Allure, and Great
Room trademarks are registered with the United States Patent and Trademark
Office and are material to the Company's business. The Company does not rely
upon any material patents or licenses in the conduct of its business.
Legal Proceedings and Insurance
From time to time, the Company is involved in certain litigation
arising out of its operations in the normal course of business. Accidents
involving personal injuries and property damage occur from time to time in the
use of RVs. The Company maintains product liability insurance in amounts deemed
adequate by management. To date, aggregate costs to the Company for product
liability actions have not been material. The Company believes that there are no
claims or litigation pending, the outcome of which could have a material adverse
effect on the financial position of the Company.
Employees
As of February 28, 2001, the Company employed a total of 1,969 people,
of which 1,777 were involved in manufacturing, 42 in administration, 79 in
research and development and 71 in sales and marketing. None of the Company's
personnel are represented by labor unions. The Company considers its relations
with its personnel to be good.
Item 2. Properties
The Company owns and operates manufacturing facilities in Perris,
California, and Junction City, Oregon. In January 2001, NRV completed the
acquisition of a 15-bay service and parts distribution center in Lakeland,
Florida. NRV products are designed and manufactured in facilities encompassing
610,000 square feet located on approximately 49 acres in Perris. CCI products
are designed and manufactured in facilities encompassing 386,000 square feet
located on approximately 56 acres in Junction City. A portion of CCI's
facilities representing 276,000 square feet is being leased under an agreement
expiring in October 2005 (renewable in two separate five-year increments at fair
market values). Construction plans on an additional 150,000 square foot
manufacturing building at the Junction City facility are being developed, but no
actual date is currently set for construction to begin. The Company also owns 12
acres of undeveloped land in Florida, which is currently being marketed for
sale.
14
The Company believes that present facilities are well maintained and in
good condition. The plants are currently operating at approximately 60%
capacity.
Item 3. Legal Proceedings
The Company is invloved in litigation and claims arising in the
ordinary course of business. The Company believes that these matters will not
have a material adverse effect on the Company's financial position or results
of operations.
Item 4. Submission of Matters to a Vote of Security Holders
None.
15
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
The Company's Common Stock, par value $.01 per share (the "Common
Stock"), has been trading on the New York Stock Exchange under the symbol NVH
since December 14, 1998. From September 30, 1993 to December 13, 1998, the stock
traded on the Nasdaq National Market under the symbol NRVH. Prior to that time,
there was no public market for the Common Stock.
2000 High Low
---- ---- ---
First Quarter $ 19.63 $ 12.63
Second Quarter 16.31 8.13
Third Quarter 10.75 8.00
Fourth Quarter 11.69 7.75
1999 High Low
---- ---- ---
First Quarter $ 26.88 $ 20.56
Second Quarter 29.50 21.88
Third Quarter 27.31 19.13
Fourth Quarter 21.25 16.25
On March 27, 2001, the last reported sales price for the Common Stock
quoted on the New York Stock Exchange was $8.50 per share. As of March 27, 2001,
there were approximately 81 record holders of Common Stock. Such number does not
include persons whose shares are held of record by a bank, brokerage house or
clearing agency, but does include such banks, brokerage houses and clearing
agencies.
Dividends
The Company has not paid any cash dividends or distributions on its
Common Stock and has no intention to do so in the foreseeable future. The
Company presently intends to retain earnings for general corporate purposes,
including business expansion, capital expenditures and possible acquisitions.
The declaration and payment of future dividends will be at the sole discretion
of the Board of Directors and will depend on the Company's profitability,
financial condition, capital needs, future prospects and other factors deemed
relevant by the Board of Directors. The ability of the Company to declare and
pay dividends is restricted by the Revolving Credit Agreement, dated as of March
11, 1999, between the Company and Bank of America NT&SA, which prohibits the
payment of dividends in cash or property unless the Company satisfies certain
financial tests set forth therein. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations - Liquidity and Capital
Resources."
16
Item 6. Selected Financial Data
The following selected consolidated financial data are qualified by
reference to, and should be read in conjunction with, the Company's Consolidated
Financial Statements and the notes thereto, and "Management's Discussion and
Analysis of Financial Condition and Results of Operations" contained elsewhere
herein. The selected income statement data for the years ended December 31,
1998, 1999 and 2000 and the selected balance sheet data as of December 31, 1999
and 2000 are derived from the Company's audited consolidated financial
statements that are included elsewhere herein. The selected income statement
data for the year ended December 31, 1996 and 1997 along with the balance sheet
data as of December 31, 1996, 1997 and 1998 are derived from the audited
consolidated financial statements of the Company which are not included herein.
SELECTED CONSOLIDATED FINANCIAL INFORMATION
(In thousands, except per share and unit amounts)
December 31,
-----------------------------------------------------
2000 1999 1998 1997 1996 (1)
------ ------ ------ ------ --------
Operations Data:
Net sales ............. $ 348,846 $ 419,421 $ 360,326 $ 285,951 $ 137,101
Cost of sales ......... 308,216 348,592 302,098 245,763 118,643
Gross profit ........ 40,630 70,829 58,228 40,188 18,458
Selling expenses ...... 14,111 11,437 11,154 9,518 4,209
General and admin-
istrative expenses .. 9,138 7,214 6,586 5,649 2,899
Amortization of
intangibles ......... 413 413 413 413 80
Operating income .... 16,968 51,765 40,075 24,608 11,270
Interest (income)
expense, net ........ (1,200) (1,379) (280) 222 111
Other financing
related costs ....... -- -- 213 113 149
Loss (gain) on
disposal of land
and equipment ....... 135 (432) -- -- --
Income before income
taxes and cumulative
effect of change
in accounting
method .............. 18,033 53,576 40,142 24,273 11,010
Provision for income
taxes ............... 6,864 20,625 16,033 9,767 4,405
Net income before
cumulative effect
of change in
accounting method .. 11,169 32,951 24,109 14,506 6,605
Cumulative effect of
change in accounting
method .............. (1,213) -- -- -- --
Net income .......... $ 9,956 $ 32,951 $ 24,109 $ 14,506 $ 6,605
Basic earnings per common
share:
Income before
extraordinary
items .............. $ 1.14 $ 3.16 $ 2.35 $ 1.55 $ 0.92
Cumulative effect
of change in
accounting method .. (0.12) -- -- -- --
Net income ........ $ 1.02 $ 3.16 $ 2.35 $ 1.55 $ 0.92
Diluted earnings per common
share:
Income before
extraordinary
items .............. $ 1.11 $ 2.95 $ 2.11 $ 1.40 $ 0.84
Cumulative effect
of change in
accounting method .. (0.12) -- -- -- --
Net income ........ $ 0.99 $ 2.95 $ 2.11 $ 1.40 $ 0.84
Weighted average number of
common shares outstanding:
Basic ............... 9,743 10,430 10,263 9,365 7,190
Diluted ............. 10,086 11,178 11,423 10,390 7,887
Other Data:
Class A units sold .... 2,852 3,951 3,652 3,039 2,042
Travel Trailers sold .. 553 431 410 258 210
Balance Sheet Data:
Total assets .......... $ 155,674 $ 159,214 $ 117,739 $ 87,204 $ 68,050
Working capital ....... 76,063 91,916 63,480 39,271 29,553
Long-term debt ........ 64 84 1,700 6,703 7,272
Stockholders' equity .. 125,293 130,566 94,489 60,958 45,532
Pro forma amounts assuming
new revenue recognition
principle is applied
retroactively:
Net income .......... $ 11,169 $ 32,492 $ 23,810 $ 14,368 $ 6,646
Basic earnings per
common share ....... $ 1.14 $ 3.12 $ 2.32 $ 1.53 $ 0.92
Diluted earnings
per common share ... $ 1.11 $ 2.91 $ 2.08 $ 1.38 $ 0.84
(1) Reflects the acquisition of Country Coach in November of 1996
17
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
This analysis of the Company's financial condition and operating
results should be read in conjunction with the accompanying consolidated
financial statements including the notes thereto.
Results of Operations
The following table sets forth for the periods indicated the percentage
of net sales represented by certain items reflected in the Company's
Consolidated Statement of Income:
Percentage of Net Sales
Years Ended December 31,
----------------------------
2000 1999 1998
-------- -------- --------
Net sales .................................. 100.0% 100.0% 100.0%
Cost of sales .............................. 88.4 83.1 83.8
----- ----- -----
Gross profit ............................... 11.6 16.9 16.2
Selling .................................... 4.0 2.8 3.1
General and administrative ................. 2.6 1.7 1.9
Amortization of intangibles ................ 0.1 0.1 0.1
----- ----- -----
Operating income ........................... 4.9 12.3 11.1
Interest (income) expense, net ............. (0.3) (0.3) (0.1)
Other ...................................... 0.0 (0.2) 0.1
----- ----- -----
Income before income taxes and cumulative
effect of change in accounting method ...... 5.2 12.8 11.1
Provision for income taxes ................. 2.0 4.9 4.4
----- ----- -----
Income before cumulative effect of change in
accounting method .......................... 3.2 7.9 6.7
Cumulative effect of change in accounting
method ..................................... (0.3) -- --
----- ----- -----
Net income ................................. 2.9 7.9 6.7
----- ----- -----
Year Ended December 31, 2000 Compared to Year Ended December 31, 1999
Net sales in 2000 decreased by $70.6 million to $348.8 million, or
16.8%, from $419.4 million in 1999. The decline in sales reflects an
industry-wide slowdown in consumer demand for recreational vehicles. NRV's sales
of Class A motorhomes decreased 1,054 units, or 32%, in 2000 to 2,281 units
compared to 3,333 units in 1999, and the average sales price increased 7%
reflecting a shift in demand to higher-priced motorhomes with slide-out rooms
and more diesel-pusher motorhome sales. CCI's unit sales decreased 47 units, or
8%, in 2000 to 571 units compared to 618 units in 1999, while the average price
of these units increased just 1%. Sales of travel trailers increased 123 units,
or 29%, in 2000 to 553 units compared to 431 units in 1999, while the average
sales price of these travel trailers decreased 20%. The increase in unit sales
and decrease in average price reflects NRV's entry into the entry-level towable
market in 2000.
18
Cost of goods sold in 2000 decreased by $40.4 million to $308.2
million, or 11.6%, from $348.6 million in 1999 resulting primarily from
decreased net sales. Gross profit margin was 11.6% in 2000 compared to 16.9% in
1999. The decrease was primarily due to a high discounts and rebates as
manufacturers and dealers endeavored to adjust inventory levels to lower levels
of sales, and to manufacturing inefficiencies attributable to operating at
reduced production levels.
Selling expenses in 2000 increased by $2.7 million to $14.1 million, or
23%, from $11.4 million in 1999 primarily due to the increased promotional
costs. As a percentage of net sales, selling expenses increased to 4.0% in 2000
from 2.8% in 1999.
General and administrative expenses in 2000 increased by $1.9 million
to $9.1 million, or 27%, from $7.2 million in 1999. The increase was primarily
due to an increase in administrative and technology costs. As a percentage of
net sales, general and administrative expenses increased to 2.6% in 2000 from
1.7% in 1999.
Amortization of intangibles was $0.4 million in 2000 and 1999.
As a result of the foregoing, operating income in 2000 decreased by
$34.8 million, or 67.2%, to $17.0 million from $51.8 million in 1999. As a
percentage of net sales, operating income decreased to 4.9% in 2000 from 12.3%
in 1999.
Other income, which includes net interest income and other financing
related costs, decreased by $0.7 million to $1.1 million in 2000 from $1.8
million in 1999.
Provision for income taxes in 2000 and 1999 was $6.9 million and $20.6
million, respectively, representing a $13.7 million decrease. The effective tax
rate in 2000 was 38.1% compared to 38.5% in 1999.
The Company recorded a one-time adjustment for the cumulative effect of
change in accounting method on prior years' earnings related to the timing of
revenue recognition. The impact of this adjustment on 2000 earnings was $1.2
million.
Based on the above, net income decreased $23.0 million, or 69.8%, to
$9.7 million from $33.0 million in 1999. As a percentage of net sales, net
income decreased to 2.9% from 7.9% in 1999.
Year Ended December 31, 1999 Compared to Year Ended December 31, 1998
Net sales in 1999 increased by $59.1 million to $419.4 million, or
16.4%, from $360.3 million in 1998. NRV's sales of Class A motorhomes increased
236 units, or 7.6%, in 1999 to 3,333 units compared to 3,097 units in 1998, and
the average sales price increased 5.5% reflecting strong demand for
higher-priced motorhomes with slide-out rooms and more diesel-pusher motorhome
sales. CCI's unit sales increased 63 units, or 11.4%, in 1999 to 618 units
compared to 555 units in 1998. Sales of fifth-wheel travel trailers increased 21
units, or 5.1%, in 1999 to 431 units compared to 410 units in 1998.
19
Cost of goods sold in 1999 increased by $46.5 million to $348.6
million, or 15.4%, from $302.1 million in 1998 resulting primarily from
increased net sales. Gross profit margin was 16.9% in 1999 compared to 16.2% in
1998.
Selling expenses in 1999 increased by $0.3 million to $11.4 million, or
2.5%, from $11.1 million in 1998 primarily due to the increase in net sales. As
a percentage of net sales, selling expenses decreased to 2.8% in 1999 from 3.1%
in 1998.
General and administrative expenses in 1999 increased by $0.6 million
to $7.2 million, or 9.5%, from $6.6 million in 1998. As a percentage of net
sales, general and administrative expenses decreased to 1.7% in 1999 from 1.9%
in 1998.
Amortization of intangibles was $0.4 million in 1999 and 1998.
As a result of the foregoing, operating income in 1999 increased by
$11.7 million, or 29.2%, to $51.8 million from $40.1 million in 1998. As a
percentage of net sales, operating income increased to 12.3% in 1999 from 11.1%
in 1998.
Other income, which includes net interest income and other financing
related costs, increased by $1.7 million to $1.8 million in 1999 from $0.1
million in 1998. The change was primarily due to a $1.0 million increase in
interest income resulting from increased cash balances.
Provision for income taxes in 1999 and 1998 was $20.6 million and $16.0
million, respectively, representing a $4.6 million increase. The effective tax
rate in 1999 was 38.5% compared to 39.9% in 1998. The decrease was due to a
reduction in state income taxes resulting from state tax planning.
Net income increased $8.8 million, or 36.7%, to $33.0 million from
$24.1 million in 1998. As a percentage of net sales, net income increased to
7.9% from 6.7% in 1998.
Liquidity and Capital Resources
During 2000, the Company financed its operations primarily through its
existing cash and income from operations. At December 31, 2000, the Company had
working capital of $76.1 million compared to $91.9 million at December 31, 1999.
This decrease of $15.8 million was primarily due to a $3.6 million decrease in
cash, $7.4 million decrease in accounts receivable, and a $4.5 million increase
in inventory, partially offset by a $1.4 million increase in accounts payable.
Net cash provided by operating activities was $26.3 million for the year ended
December 31, 2000.
During the year ended December 31, 2000, net cash used in investing
activities was $14.7 million related almost entirely to capital expenditures,
with approximately $10 million of the total relating to the new travel trailer
manufacturing plant and the new parts and service center in Perris, California.
20
During the twelve months ended December 31, 2000, net cash used in
financing activities was $15.2 million due to the $15.3 million purchase of
treasury stock.
As of December 31, 2000, the Company had short-term debt of $20,000 and
long-term debt of $64,000.
The Company has a revolving credit facility of $40 million with Bank of
America National Trust and Savings Association expiring May 31, 2001. The
revolving credit facility is available for general corporate and working capital
needs and capital expenditures. A separate term facility of $20 million exists
for acquisitions. Amounts borrowed under the term facility reduce the amount
available under the revolving credit facility. Amounts borrowed under the credit
facilities bear interest at the bank's reference rate or at a LIBOR-based rate
plus an applicable amount. The facilities contain, among other provisions,
certain financial covenants, including net worth and debt ratios. At December
31, 2000, no amounts were outstanding under these revolving credit facilities.
The above credit facilities with Bank of America expire on April 1, 2000;
however, the Company has entered into an agreement to extend the revolving
credit facility of $20 million through June 1, 2001.
The Company believes that the combination of internally generated
funds, existing capital and funds available from its existing credit facilities,
will be sufficient to meet the Company's planned capital and operational
requirements for at least the next 24 months.
Effects of Inflation
Management does not believe that inflation has had a significant impact
on the Company's results of operations for the periods presented.
Recent Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board issued SFAS 133,
"Accounting for Derivative Instruments and Hedging Activities." This statement
requires that all derivative instruments be recorded on the balance sheet at
their fair value. Changes in the fair value of derivatives will be recorded each
period in current earnings or other comprehensive income, depending on whether a
derivative is designated as part of a hedge transaction and, if it is, the type
of hedge transaction. The new rules will be effective the first quarter of 2001.
The Company does not believe that the new standard will have any impact on the
Company's consolidated financial statements, as the Company holds no
derivatives.
21
Forward Looking Statements
Statements contained in this Form 10-K that are not historical facts are
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; the Company's dependence on chassis suppliers;
potential liabilities under repurchase agreements; competition; government
regulation; warranty claims; product liability; dependence on certain dealers
and concentration of dealers in certain regions; and the California energy
crisis. Certain risks and uncertainties that could cause actual results to
differ materially from that projected or suggested are set forth in Exhibit 99.1
hereto. Additional information concerning risks and uncertainties may be
identified from time to time 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.
22
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
The Company has no significant financial instruments. The Company has
not entered into any derivative financial instruments. The Company does not have
any significant foreign currency exposure because it does not transact business
in foreign currencies.
Item 8. Financial Statements and Supplementary Data
The information required by this item is contained in the financial
statements listed in Item 14(a) under the caption "Consolidated Financial
Statements" and commencing on page F-1 of this Report.
Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure.
Not applicable
23
PART III
Item 10. Directors and Officers of the Registrant.
The information required for this Item will be set forth in the
Company's definitive Proxy Statement for its 2001 Annual Meeting of Stockholders
to be filed with the Securities and Exchange Commission not later than 120 days
after December 31, 2000, which information is incorporated herein by reference.
Item 11. Executive Compensation
The information required for this Item will be set forth in the
Company's definitive Proxy Statement for its 2001 Annual Meeting of Stockholders
to be filed with the Securities and Exchange Commission not later than 120 days
after December 31, 2000, which information is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The information required for this Item will be set forth in the
Company's definitive Proxy Statement for its 2001 Annual Meeting of Stockholders
to be filed with the Securities and Exchange Commission not later than 120 days
after December 31, 2000, which information is incorporated herein by reference.
Item 13. Certain Relationships and Related Party Transactions.
The information required for this Item will be set forth in the
Company's definitive Proxy Statement for its 2001 Annual Meeting of Stockholders
to be filed with the Securities and Exchange Commission not later than 120 days
after December 31, 2000, which information is incorporated herein by reference.
24
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
(a) List of Documents filed as part of this Report
1. Financial Statements:
Report of Independent Accountants...............................27
Consolidated Balance Sheets.....................................28
Consolidated Statements of Income...............................29
Consolidated Statements of Cash Flows...........................30
Consolidated Statements of Stockholders' Equity.................31
Notes to Consolidated Financial Statements......................32
2. Financial Statement Schedules
Schedule II - Valuation and Qualifying Accounts.................41
3. Exhibits
(a) Exhibit Index..............................................42
(b) Reports on Form 8-K: None
25
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Dated: March 27, 2001 By /s/ Wayne M. Mertes
--------------------------------
Wayne M. Mertes,
President and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.
Signature Capacity in Which Signed Date
/s/ Gary N. Siegler Chairman of the Board March 27, 2001
- -------------------------- and Co-Chief Executive
Gary N. Siegler Officer
/s/ Wayne M. Mertes Co-Chief Executive Officer, March 27, 2001
- -------------------------- President and Director
Wayne M. Mertes (Principal Executive Officer)
/s/ Robert B. Lee Director and Co-Chief March 27, 2001
- -------------------------- Executive Officer
Robert B. Lee
/s/ Bradley C. Albrechtsen Chief Financial Officer March 27, 2001
- -------------------------- (Principal Accounting and
Bradley C. Albrechtsen Financial Officer)
/s/ Stephen M. Davis Director and Secretary March 27, 2001
- --------------------------
Stephen M. Davis
/s/ Neil H. Koffler Director March 27, 2001
- --------------------------
Neil H. Koffler
/s/ Doy B. Henley Director March 27, 2001
- --------------------------
Doy B. Henley
/s/ Greg McCaffery Director March 27, 2001
- --------------------------
Greg McCaffery
26
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors
and Shareholders of
National R.V. Holdings, Inc.
In our opinion, the consolidated financial statements and financial statement
schedule listed in the index appearing under Item 14(a)(1) on page 25 present
fairly, in all material respects, the financial position of National R.V.
Holdings, Inc. and its subsidiaries at December 31, 2000 and 1999, and the
results of their operations and their cash flows for each of the three years in
the period ended December 31, 2000, in conformity with accounting principles
generally accepted in the United States of America. In addition, in our opinion,
the financial statement schedule listed in the index appearing under Item
14(a)(2) on page 25 presents fairly, in all material respects, the information
set forth therein when read in conjunction with the related consolidated
financial statements. These financial statements and financial statement
schedule are the responsibility of the Company's management; our responsibility
is to express an opinion on these financial statements and financial statement
schedule based on our audits. We conducted our audits of these statements in
accordance with auditing standards generally accepted in the United States of
America, which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
As discussed in Note 1, the Company changed its method of recording sales
revenue for the year 2000.
/s/ PricewaterhouseCoopers
Los Angeles, CA
February 2, 2001
27
NATIONAL R.V. HOLDINGS, INC.
CONSOLIDATED BALANCE SHEET
(in thousands)
December 31,
2000 1999
--------- ----------
ASSETS
Current assets:
Cash and cash equivalents ........................ $ 16,696 $ 20,301
Receivables, less allowance for doubtful
accounts ($321 and $199, respectively) ......... 15,109 22,473
Inventories ...................................... 63,639 68,187
Deferred income taxes ............................ 6,035 5,610
Prepaid expenses ................................. 2,100 1,439
--------- ---------
Total current assets ........................... 103,579 118,010
Goodwill, net ........................................ 6,539 6,952
Property, plant and equipment, net ................... 44,460 33,167
Other ................................................ 1,096 1,085
--------- ---------
$ 155,674 $ 159,214
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt ................ $ 20 $ 20
Accounts payable ................................. 12,550 11,166
Accrued expenses ................................. 14,946 14,908
--------- ---------
Total current liabilities ...................... 27,516 26,094
Deferred income taxes ................................ 2,801 2,470
Long-term debt ....................................... 64 84
Commitments and contingencies
Stockholders' equity:
Preferred Stock, $.01 par value, 5 shares
authorized, 4 issued and outstanding ........... -- --
Common Stock, $.01 par value, 25,000 shares
authorized, 10,596 and 10,589 issued and
outstanding, respectively....................... 106 106
Additional paid-in capital ....................... 47,800 47,768
Retained earnings ................................ 92,648 82,692
Less cost of treasury stock - 933 shares ......... (15,261) --
--------- ---------
Total stockholders' equity ..................... 125,293 130,566
--------- ---------
$ 155,674 $ 159,214
========= =========
See Notes to Consolidated Financial Statements
28
NATIONAL R.V. HOLDINGS, INC.
CONSOLIDATED STATEMENT OF INCOME
(in thousands, except per share amounts)
Year Ended December 31,
-----------------------------------
2000 1999 1998
--------- --------- ---------
Net sales ............................. $ 348,846 $ 419,421 $ 360,326
Cost of goods sold .................... 308,216 348,592 302,098
--------- --------- ---------
Gross profit ...................... 40,630 70,829 58,228
Selling expenses ...................... 14,111 11,437 11,154
General and administrative expenses ... 9,138 7,214 6,586
Amortization of intangibles ........... 413 413 413
--------- --------- ---------
Total operating expenses .......... 23,662 19,064 18,153
--------- --------- ---------
Operating income .................. 16,968 51,765 40,075
Other expenses (income):
Interest income ................... (1,206) (1,408) (434)
Interest expense .................. 6 29 154
Other ............................. 135 (432) 213
--------- --------- ---------
Total other expenses (income) ... (1,065) (1,811) (67)
--------- --------- ---------
Income before income taxes and
cumulative effect of change in
accounting principle ............ 18,033 53,576 40,142
Provision for income taxes ............ 6,864 20,625 16,033
--------- --------- ---------
Income before cumulative effect of
accounting change ............... 11,169 32,951 24,109
Cumulative effect on prior years of
change in accounting principle,
net of tax .......................... (1,213) -- --
--------- --------- ---------
Net income .................... $ 9,956 $ 32,951 $ 24,109
========= ========= =========
Earnings per common share:
Basic:
Income before cumulative effect
of accounting change ............ $ 1.14 $ 3.16 $ 2.35
Cumulative effect of accounting
change .......................... (0.12) -- --
--------- --------- ---------
Net income ........................ $ 1.02 $ 3.16 $ 2.35
========= ========= =========
Weighted average number of shares
9,743 10,430 10,263
========= ========= =========
Diluted:
Income before cumulative effect
of accounting change ............ $ 1.11 $ 2.95 $ 2.11
Cumulative effect of accounting
change .......................... (0.12) -- --
--------- --------- ---------
Net income ........................ $ 0.99 $ 2.95 $ 2.11
========= ========= =========
Weighted average number of shares
10,086 11,178 11,423
========= ========= =========
See Notes to Consolidated Financial Statements
29
NATIONAL R.V. HOLDINGS, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(in thousands)
Year Ended December 31,
--------------------------------
2000 1999 1998
-------- -------- --------
Cash flows from operating activities:
Net income ............................. $ 9,956 $ 32,951 $ 24,109
Adjustments to reconcile net income
to net cash provided by
operating activities:
Depreciation ....................... 3,247 2,463 1,880
Amortization of intangibles ........ 413 413 413
Loss (gain) on asset disposal ...... 136 (463) --
Tax benefit related to exercise
of stock options ................. -- 1,263 6,021
Changes in assets and liabilities:
Decrease (increase) in trade
receivables .................... 7,364 (1,754) (9,331)
Decrease (increase) in inventories 4,548 (21,355) (9,289)
(Increase) decrease in prepaid
expenses ....................... (661) (630) 566
Increase (decrease) in accounts
payable ........................ 1,383 2,395 (235)
Increase in accrued expenses ..... 38 4,636 2,514
Increase in net deferred income
taxes .......................... (94) (1,598) (1,026)
-------- -------- --------
Net cash provided by operating
activities ........................ 26,330 18,321 15,622
Cash flows from investing activities:
Increase in other assets ............... (11) (292) (324)
Capital expenditures ................... (14,675) (11,260) (6,404)
Return of investment in Dune Jet
Services, LLP ........................ -- 2,985 --
-------- -------- --------
Net cash used in investing activities (14,686) (8,567) (6,728)
Cash flows from financing activities:
Principal payments on long-term debt ... (20) (1,762) (5,391)
Proceeds from issuance of common stock . 32 1,863 3,401
Purchase of treasury stock ............. (15,261) -- --
-------- -------- --------
Net cash (used in) provided by
financing activities .............. (15,249) 101 (1,990)
-------- -------- --------
Net (decrease) increase in cash ........ (3,605) 9,855 6,904
Cash, beginning of year ................ 20,301 10,446 3,542
-------- -------- --------
Cash, end of year ...................... $ 16,696 $ 20,301 $ 10,446
======== ======== ========
See Notes to Consolidated Financial Statements
30
NATIONAL R.V. HOLDINGS, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(in thousands)
Common Stock Treasury Stock
Preferred --------------------- Paid-In Retained -------------------
Stock Shares Amount Capital Earnings Shares Amount Total
-------- --------- -------- ----------- -------- -------- ----------- ---------
Balance, Dec. 31, 1997 $ -- 9,467 $ 63 $ 35,263 $ 25,632 -- $ -- $ 60,958
Stock split - 3-for-2 31 (31) --
Common stock issued
under option plan . 798 8 3,158 3,166
Common stock issued
upon exercise of
warrants .......... 58 1 234 235
Tax benefit related
to exercise of
stock options ..... 6,021 6,021
Net income .......... 24,109 24,109
-------- -------- -------- -------- -------- -------- -------- --------
Balance, Dec. 31, 1998 -- 10,323 103 44,645 49,741 -- -- 94,489
Common stock issued
under option plan .. 266 3 1,857 1,860
Common stock issued
upon exercise of
warrants ........... -- -- 3 3
Tax benefit related
to exercise of
stock options ...... 1,263 1,263
Net income .......... 32,951 32,951
-------- -------- -------- -------- -------- -------- -------- --------
Balance, Dec. 31, 1999 -- 10,589 106 47,768 82,692 -- -- 130,566
Common stock issued
under option plan .. 7 -- 32 32
Purchase of treasury
stock .............. -- (933) (15,261) (15,261)
Net income .......... 9,956 9,956
-------- -------- -------- -------- -------- -------- -------- --------
Balance, Dec. 31, 2000 $ -- 10,596 $ 106 $ 47,800 $ 92,648 (933) $(15,261) $125,293
======== ======== ======== ======== ======== ======== ======== ========
See Notes to Consolidated Financial Statements
31
NATIONAL R.V. HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Summary of Significant Accounting Policies National R.V. Holdings, Inc. (the
Company) manufactures recreational vehicles ("RVs") through its wholly-owned
subsidiaries, National R.V., Inc. (NRV) and Country Coach, Inc. (CCI). The RVs
are marketed primarily in the United States by NRV under the Dolphin, Islander,
Palisades, Sea Breeze, Sea View, Surf Side, Tradewinds, Marlin, Caribbean,
Splash, Rage'n and Tropi-Cal brand names and by CCI under brand names including
Affinity, Allure, Intrigue, Magna and Prevost by Country Coach.
The preparation of financial statements in accordance with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts and disclosures in the
financial statements. Actual results could differ from those estimates.
Management believes that the estimates included in the financial statements are
reasonable based on the facts and circumstances known to them at the time of
preparation.
CONSOLIDATION
The consolidated financial statements of the Company include the accounts of
National R.V Holdings, Inc., NRV, and CCI. All significant intercompany
transactions have been eliminated in consolidation.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include deposits in banks and short-term investments
with original maturities of three months or less.
INVENTORIES
Inventories are stated at the lower of cost or market, with cost generally
determined by the first-in, first-out (FIFO) method.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are stated at cost, less accumulated depreciation.
Depreciation is computed using the straight-line method over the estimated
useful lives of the assets ranging from 31 to 39 years for buildings and 5 to 7
years for machinery and equipment.
REVENUE RECOGNITION
During 2000, sales were recorded by the Company when accepted by the customer
rather than at the time of shipment as in prior years. This change in accounting
principle was made to fully implement recent guidance issued by the Securities &
Exchange Commission. Had the new method been used in prior years, net income
would have been reduced to $32,492,000 and $23,810,000 in 1999 and 1998,
representing diluted per share amounts of $2.91 and $2.08, respectively.
AMORTIZATION OF INTANGIBLE ASSETS
Goodwill related to the acquisition of CCI during 1996 is being amortized on the
straight-line basis over a twenty-year period.
RESEARCH AND DEVELOPMENT EXPENSES
Research and development expenses are charged to operations as incurred and are
included in cost of goods sold. Research and development expenses were
$5,973,000, $4,087,000 and $3,050,000 for the years ended December 31, 2000,
1999 and 1998, respectively.
32
1. Summary of Significant Accounting Policies (continued)
INCOME TAXES
The Company provides for income taxes using an asset and liability approach.
Under this method deferred tax assets and liabilities are computed using
statutory rates for the expected future tax consequences of events that have
been recognized in the Company's financial statements or tax returns.
SEGMENTS
The Company operates in one reportable segment: the manufacturing, wholesale
distribution, and service of recreational vehicles. The Company does not have
operations outside the United States.
RECENT ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board issued SFAS 133,
"Accounting for Derivative Instruments and Hedging Activities." This statement
requires that all derivative instruments be recorded on the balance sheet at
their fair value. Changes in the fair value of derivatives will be recorded each
period in current earnings or other comprehensive income, depending on whether a
derivative is designated as part of a hedge transaction and, if it is, the type
of hedge transaction. The new rules will be effective the first quarter of 2001.
The Company does not believe that the new standard will have any impact on the
Company's consolidated financial statements, as the Company holds no
derivatives.
INCOME PER SHARE
Basic earnings per share is based upon the weighted average number of common
shares outstanding during a period. Diluted earnings 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:
December 31, (in thousands)
--------------------------
2000 1999 1998
------ ------ ------
Shares used for basic . 9,743 10,430 10,263
Dilutive effect of:
Stock options ...... 342 743 1,152
Warrants ........... 1 5 8
------ ------ ------
Shares used for diluted 10,086 11,178 11,423
====== ====== ======
2. Inventories
Inventories consist of the following:
December 31,
(in thousands)
---------------------
2000 1999
--------- ---------
Finished goods ............... $ 15,989 $ 12,315
Work-in-process .............. 19,233 18,274
Raw materials ................ 12,927 14,027
Chassis ...................... 15,490 23,571
--------- ---------
$ 63,639 $ 68,187
========= =========
33
3. Property, Plant and Equipment
Major classes of property, plant and equipment consist of the following:
December 31, (in thousands)
------------------------
2000 1999
----------------------
Land ......................... $ 6,885 $ 6,360
Buildings .................... 26,593 17,441
Machinery and equipment ...... 15,529 13,558
Office equipment ............. 7,144 4,889
--------- ---------
56,151 42,248
Less accumulated depreciation (11,691) (9,081)
--------- ---------
Property, plant and
equipment, net $ 44,460 $ 33,167
========= =========
4. Accrued Expenses
Accrued expenses consist of the following:
December 31, (in thousands)
--------------------------
2000 1999
--------- ---------
Workers' compensation
self-insurance reserve ..... $ 3,128 $ 2,428
Motorhome warranty reserve ... 9,861 7,754
Payroll and other accrued
expense .................... 3,921 3,980
Income taxes ................. (1,964) 746
--------- ---------
$ 14,946 $ 14,908
========= =========
5. Debt and Credit Agreements
- ------------------------------
Debt consists of the following:
December 31, (in thousands)
---------------------------
2000 1999
--------- ---------
Note payable - City of
Junction City, Oregon, 3%
paid monthly through
October 2004 ............... $ 84 104
--------- ---------
84 104
Less payments due within
one year ................... 20 20
--------- ---------
$ 64 $ 84
========= =========
The Company has a revolving credit facility of $40 million with Bank of America
National Trust and Savings Association. The revolving credit facility is
available for general corporate and working capital needs and capital
expenditures. A separate term facility of $20 million exists for acquisitions.
Amounts borrowed under the term facility reduce the amount available under the
revolving credit facility. Amounts borrowed under the revolving credit facility
and the term facility bear interest, at the Company's election, at the bank's
reference rate or at a LIBOR-based rate plus an applicable amount. The credit
facilities contain, among other provisions, certain financial covenants,
including net worth and debt ratios. At December 31, 2000, no amounts were
outstanding under these facilities. Unless otherwise extended, the Company's
credit facilities with Bank of America expire on April 1, 2001.
Debt maturities over the next five years are $21,000 in 2001, $22,000 in 2002,
$22,000 in 2003 and $19,000 in 2004.
34
6. Income Taxes
The components of the provision for income taxes were as follows:
December 31, (in thousands)
-----------------------------------
2000 1999 1998
--------- --------- ---------
Currently Payable:
Federal ................... $ 5,155 $ 18,942 $ 13,837
State ..................... 1,803 3,281 3,173
--------- --------- ---------
6,958 22,223 17,010
Deferred: .................... -- --
Federal ................... (216) (1,456) (750)
State ..................... 122 (142) (227)
--------- --------- ---------
(94) (1,598) (977)
--------- --------- ---------
Total provision for
income taxes .............. $ 6,864 $ 20,625 $ 16,033
========= ========= =========
Deferred income taxes are recorded based upon differences between the financial
statement and tax basis of assets and liabilities. Temporary differences that
give rise to deferred income tax assets and liabilities at December 31, 2000 and
1999 were as follows:
December 31, (in thousands)
---------------------
2000 1999
--------- ---------
Accrued expenses ............. $ 5,583 $ 4,390
State income taxes ........... 452 1,220
--------- ---------
Deferred income
tax assets ............. $ 6,035 $ 5,610
========= =========
Fixed assets ................. $ 2,272 $ 1,922
Other ........................ 529 548
--------- ---------
Deferred income
tax liabilities ........ $ 2,801 $ 2,470
========= =========
A reconciliation of the statutory U.S. federal income tax rate to the Company's
effective income tax rate is as follows:
December 31,
-----------------------------------
2000 1999 1998
------- ------- -------
Statutory rate ............... 35.0% 35.0% 35.0%
State taxes, net of federal
benefit .................... 2.3 3.8 4.7
Amortization of intangibles
not deductible for
income tax purposes ........ 2.3 0.7 1.0
Other ........................ (1.5) (1.0) (0.8)
---- ---- ----
38.1% 38.5% 39.9%
==== ==== ====
Cash paid for income taxes was $8.9 million, $20.1 million and $16.1 million for
the years ended December 31, 2000, 1999 and 1998, respectively.
7. Recourse on Dealer Financing
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 $99.3 million at December 31, 2000, 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 been
negligible in the past and management believes that any future losses under such
agreements will not have a significant effect on the consolidated financial
position or results of operations of the Company.
35
8. Commitments and Contingencies
The Company is involved in litigation and claims arising in the ordinary course
of business. In the opinion of management, based in part on the advice of
outside counsel, these matters will not have a material adverse effect on the
Company's financial position or results of operations.
The Company has commitments under certain non-cancelable operating leases as
follows (in thousands):
2001 .................. $ 1,368
2002 .................. 1,387
2003 .................. 1,386
2004 .................. 1,399
2005 and thereafter.... 1,195
---------
$ 6,735
=========
9. Stock Options and Warrants
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 and employee directors generally
vest immediately upon grant and expire five to ten years from the date of grant.
Options granted to employees 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. The exercise of certain of these stock options represents
a tax benefit for the Company which has been reflected as a reduction of income
taxes payable and an increase to additional paid-in-capital amounting to $1.3
million in 1999 and $6.0 million in 1998.
No compensation cost has been recognized for these fixed options in the
financial statements. Had compensation cost for the Company's stock option plans
and individual option agreements been determined based on the fair value rather
than market value at the grant date for awards under those plans and agreements,
the Company's net income and earnings per share would have been reduced to the
pro forma amounts indicated below:
Year Ended December 31,
(in thousands, except per share)
-----------------------------------
2000 1999 1998
--------- ---------- ----------
Net income
As reported .............. $ 9,956 $ 32,951 $ 24,109
Pro forma ................ 8,597 32,309 23,439
Basic earnings per share
As reported .............. 1.02 3.16 2.35
Pro forma ................ 0.88 3.10 2.28
Diluted earnings per share
As reported .............. 0.99 2.95 2.11
Pro forma ................ 0.85 2.89 2.04
36
9. Stock Options and Warrants (continued)
The fair value of options granted during 1999 and 2000 were estimated on the
date of grant using Black-Scholes option-pricing model with the following
weighted-average assumptions used for grants:
Year Ended December 31,
---------------------
2000 1999
-------- -------
Dividend yield ............... 0% 0%
Expected volatility .......... 44.3% 44.3%
Risk-free interest rate ...... 6.1% 5.6%
Expected lives ............... 4 years 5 years
Information regarding these option plans and option agreements for 2000, 1999
and 1998 is as follows:
Options Weighted
Outstanding Average
(in thousands) Exercise Price
------------- -------------
Outstanding at December 31, 1997 2,693 7.31
Granted ..................... -- --
Expired or canceled ......... -- --
Exercised ................... (856) 5.55
------ -------
Outstanding at December 31, 1998 1,837 8.16
Granted ..................... 442 24.94
Expired or canceled ......... (26) 9.33
Exercised ................... (266) 8.61
------ -------
Outstanding at December 31, 1999 1,987 11.85
Granted ..................... 403 8.50
Expired or canceled ......... (26) 21.11
Exercised ................... (7) 4.67
------ -------
Outstanding at December 31, 2000 2,357 $ 11.17
====== =======
The following table summarizes information concerning currently outstanding and
exercisable stock options as of December 31, 2000:
Options Outstanding Options Exercisable
------------------------------------ --------------------
Weighted
Number Average Weighted Number Weighted
Outstanding Remaining Average Exercisable Average
Range of (in thous- Contractual Exercise (in Exercise
Exercise Prices ands) Life Price thousands) Price
--------------------------------------------------------------------------
$ 2.67 - $ 4.61 446 3.47 $ 3.48 446 $ 3.47
$ 8.50 - $ 9.33 688 4.90 8.85 295 9.31
$10.08 - $10.73 801 4.60 10.16 801 10.16
$24.94 - $26.81 422 3.55 24.99 148 25.09
------- ------- ------- ------ -------
2,357 4.29 $ 11.17 1,690 $ 9.56
======= ======= ======= ====== =======
37
9. Stock Options and Warrants (continued)
The weighted average fair value of options granted during 2000 and 1999 was
$3.57 and $10.04, respectively.
At December 31, 2000, there were 15,344 warrants outstanding to a financial
advisor at a price of $10.73. The warrants are due to expire on December 2,
2001.
10. Related Party Transactions
Mr. Robert B. Lee, a director of the Company is a partner in a joint venture
that is a party to a lease agreement with the Company. Pursuant to the
agreement, The Company leases from the joint venture a parcel of property
constituting a majority of CCI's manufacturing facilities. During the years
ended December 31, 2000, 1999, and 1998, the Company paid $1.20 million, $1.16
million, and $1.14 million, respectively, under the lease agreement. The lease
agreement calls for future payments totaling $6.5 million through October 31,
2005. In addition, Mr. Lee is a partner in another joint venture, which in 1998
leased to CCI a separate parcel containing manufacturing facilities used by CCI
(the "Acquired Property"). On October 8, 1998, the Company purchased the
Acquired Property from Mr. Lee's joint venture for $2,100,000 pursuant to the
exercise of a purchase option contained in the lease agreement for such
property.
In September 1998, 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 was Dune Jet Services,
Inc. ("DJ Services"), a Delaware corporation, the sole stockholder of which is
the Company's Chairman, Mr. Siegler. DJ Services contributed $1.55 million for
its general partnership interest and an additional $3.25 million for a separate
limited partnership interest. During 1999 the Aircraft was sold and the
Partnership was liquidated. The Company received $2,985,000 in the aggregate
from the Partnership representing a return of its capital plus its share of the
gain on the sale of the Aircraft, after expenses of the Partnership were
allocated.
Through December 31, 1998, the Company was a party to a financial advisory
agreement dated January 23, 1998 (the "Advisory Agreement") with 712 Advisory
Services, Inc., an affiliate (the "Affiliate") of the Chairman of the Company,
Mr. Gary N. Siegler. Mr. Neil H. Koffler, a director of the Company, was also an
employee of the Affiliate. The Advisory Agreement terminated effective December
31, 1998. Pursuant to the Advisory Agreement, the Affiliate agreed to provide
advice and consultation concerning financial and related matters, including,
among other things, with respect to private financings, public offerings,
acquisitions, commercial banking relations and other business ventures. Fees
incurred under the Advisory Agreement in 1998 between the Company and the
Affiliate totaled $231,000.
Heller Ehrman White & McAuliffe, a law firm in which Mr. Stephen M. Davis, the
Secretary and a director of the Company, is a partner, performed legal services
for the Company. Fees paid the law firm were $112,000, $127,000, and $124,000
during the years ended December 31, 2000, 1999, and 1998, respectively.
11. Repurchases of Common Stock
In January 2000, the Company's board of directors approved and implemented a
plan to repurchase up to one million shares of the Company's common stock. The
Company repurchased 932,900 shares at an average price of $16.36 per share.
38
12. Quarterly Consolidated Financial
Data As discussed in Note 1, during the fourth quarter of 2000, the Company
implemented Staff Accounting Bulletin (SAB) 101, "Revenue Recognition in
Financial Statements." Effective January 1, 2000, the Company recorded the
cumulative effect of the accounting change and, accordingly, the quarterly
information for the first three quarters of 2000, which had been previously
reported, has been restated.
Quarter ended (in thousands except share data)
------------------------------------------------------------------------------------------
March 31 June 30 September 30
----------------------- ------------------------ ------------------------- 4th Quarter
As previously As As previously As As previously As As
Reported Restated Reported Restated Reported Restated Reported
----------- ---------- ----------- --------- ------------ --------- -----------
Net sales.............. $ 105,255 $ 106,840 $ 74,524 $ 77,726 $ 86,652 $ 83,962 $ 80,318
Gross profit........... 16,077 16,267 7,453 8,236 10,192 9,764 6,363
Income before
cumulative effect
of accounting change 6,496 6,682 1,193 1,663 2,733 2,473 351
Cumulative effect of
accounting change... -- (1,213) -- -- -- -- --
--------- --------- --------- ---------- ---------- ---------- -----------
Net income............. $ 6,496 $ 5,469 $ 1,193 $ 1,663 $ 2,733 $ 2,473 $ 351
========= ========= ======= ========== ========== ========== ===========
Earnings per common share:
Basic:
Income before
cumulative effect
of accounting change $ 0.79 $ 0.67 $ 0.12 $ 0.17 $ 0.29 $ 0.26 $ 0.04
Cumulative effect of
accounting change... -- (0.12) -- -- -- -- --
------ ------ ------ ------ ------ ------ ------
Net income............. $ 0.79 $ 0.55 $ 0.12 $ 0.17 $ 0.29 $ 0.26 $ 0.04
====== ====== ====== ====== ====== ====== ======
Diluted:
Income before
cumulative effect
of accounting change $ 0.75 $ 0.63 $ 0.12 $ 0.17 $ 0.28 $ 0.25 $ 0.04
Cumulative effect of
accounting change... -- (0.11) -- -- -- -- --
------ ------ ------ ------ ------ ------ ------
Net income............. $ 0.75 $ 0.52 $ 0.12 $ 0.17 $ 0.28 $ 0.25 $ 0.04
====== ====== ====== ====== ====== ====== ======
Weighted average number of shares:
Basic................ 10,034 10,034 9,657 9,657 9,585 9,585 9,663
Diluted.............. 10,544 10,544 10,044 10,044 9,847 9,847 9,859
1999 Quarter ended
(in thousands except share data)
-----------------------------------------
March 31 June 30 Sept. 30 Dec. 31
-------- ------- -------- --------
Net sales $ 102,982 $ 105,338 $ 108,947 $ 102,154
Gross profit 16,754 17,379 19,614 17,082
Net income 7,321 8,261 9,020 8,349
Earnings per common share-basic $ 0.71 $ 0.80 $ 0.86 $ 0.80
Earnings per common share-Diluted$ 0.64 $ 0.74 $ 0.82 $ 0.75
Weighted average number of shares:
Basic 10,347 10,378 10,448 10,448
Diluted 11,522 11,189 11,054 11,149
Had the new method of revenue recognition under SAB 101 been used in prior
years, net sales and net income for the fourth quarter of 1999 would have been
$96,357,000 and $7,640,000, respectively, and basic and diluted EPS would have
been $0.72 and $0.69, respectively.
39
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
For the years ended December 31, 2000, 1999 and 1998
Additions
Balance at charged to Balance at
beginning costs end of
of period and expenses Deductions Period
---------- ----------- ----------- -----------
Twelve months ended December 31, 2000
Allowance for
doubtful accounts ....... $ 199,000 $ 265,000 $ 143,000 $ 321,000
Workers' compensation
self-insurance reserve.. 2,428,000 3,259,000 2,559,000 3,128,000
Motorhome warranty
reserve................. 7,754,000 17,521,000 15,414,000 9,861,000
----------- ----------- ----------- -----------
$10,381,000 $21,045,000 $18,116,000 $13,310,000
Twelve months ended December 31, 1999
Allowance for
doubtful accounts....... $ 188,000 $ 24,689 $ 13,689 $ 199,000
Workers' compensation
self-insurance reserve.. 1,494,000 3,394,969 2,460,969 2,428,000
Motorhome warranty
reserve................. 5,824,000 13,325,525 11,395,525 7,754,000
----------- ----------- ----------- -----------
$ 7,506,000 $16,745,183 $13,870,183 $10,381,000
Twelve months ended December 31, 1998
Allowance for
doubtful accounts....... $ 180,000 $ 19,664 $ 11,664 $ 188,000
Workers' compensation
self-insurance reserve.. 402,000 3,608,907 2,516,907 1,494,000
Motorhome warranty
reserve................. 4,036,000 10,018,529 8,230,529 5,824,000
----------- ----------- ----------- -----------
$ 4,618,000 $13,647,100 $10,759,100 $ 7,506,000
40
INDEX OF EXHIBITS
Designation
of Exhibit Description of Exhibit
3.1 The Company's Restated Certificate of Incorporation. (2)
3.2 The Company's By-laws. (2)
4.1 Specimen-Certificate of Common Stock. (1)
10.1 National R.V. Holdings, Inc. 1993 Stock Option Plan. (1)
10.2 National R.V. Holdings, Inc. 1993 Option Plan. (2)
10.3 1995 Stock Option Plan. (3)
10.4 Rights Plan Agreement with Continental Stock Transfer & Trust
Company. (4)
10.5 1996 Stock Option Plan. (5)
10.6 1997 Stock Option Plan. (6)
10.7 1999 Stock Option Plan, as amended.
10.8 Amendment to Employment Agreement dated March 16, 2001 between the
Company and Wayne Mertes.
10.9 Employment Agreement dated August 6, 1999 between the Company and Brad
Albrechtsen. (7)
10.10 Employment Agreement dated January 31, 2000 between the Company and
Wayne Mertes. (7)
10.11 Employment Agreement dated January 31, 2000 between the Company and Bob
Lee. (7)
21.1 List of Subsidiaries. (6)
23.1 Consent of PricewaterhouseCoopers LLP
99.1 Risk Factors
- ---------------
(1) Previously filed as an exhibit to the Company's Registration Statement on
Form S-1 filed on August 16, 1993 (File No. 33-67414) as amended by
Amendment No. 1 thereto filed on September 22, 1993 and Amendment No.
2 thereto filed on September 29, 1993.
(2) Previously filed as an exhibit to the Company's Registration Statement on
Form S-1 filed on December 15, 1993 (File No. 33-72954).
(3) Previously filed as an exhibit to the Company's Form 10-K for the seven
months ended December 31, 1995 filed on March 27, 1996.
(4) Incorporated by reference from Form 8-A declared effective on August 26,
1996.
(5) Incorporated by reference from the Company's Form 10-K for the year ended
December 31, 1996.
(6) Incorporated by reference from the Company's Form 10-K for the year ended
December 31, 1997.
(7) Incorporated by reference from the Company's Form 10-K for the year ended
December 31, 1999.
41