16
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
{X} QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 2003
{ } TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
Commission file number 0-22268
NATIONAL R.V. HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware 33-0371079
-------- ----------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3411 N. Perris Blvd., Perris, California 92571
---------------------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephoe number, including area code: (909) 943-6007
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES X NO __
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Class Outstanding at April 15, 2003
- ----- -----------------------------
Common stock, par value 9,832,161
$.01 per share
NATIONAL R.V. HOLDINGS, INC.
INDEX
PAGE
PART I - FINANCIAL INFORMATION
Item 1. Consolidated Balance Sheets -
March 31, 2003 and December 31, 2002 3
Consolidated Statements of Operations -
Three Months Ended March 31, 2003 and 2002 4
Consolidated Statements of Cash Flows -
Three Months Ended March 31, 2003 and 2002 5
Notes to Consolidated Financial Statements 6 - 8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 9 - 11
Item 3. Quantitative and Qualitative Disclosures about Market Risk 12
Item 4. Controls and Procedures 13
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 14
Signature 15
Certifications of Principal Officers 16 - 17
2
NATIONAL R.V. HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts)
March 31, December 31,
2003 2002
---- ----
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents................. $ 10 $ 14
Trade receivables, less allowance for
doubtful accounts ($276 and $276,
respectively)............................. 29,261 9,829
Inventories............................... 65,275 72,532
Deferred income taxes..................... 9,477 9,477
Income taxes receivable................... 9,464 7,015
Prepaid expenses.......................... 1,393 2,134
----------- -----------
Total current assets................. 114,880 101,001
Property, plant and equipment, net........... 42,726 43,230
Other........................................ 672 1,013
----------- -----------
$ 158,278 $ 145,244
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Line of credit............................ $ 8,521 $ 4,943
Book overdraft............................ 3,923 943
Current portion of long-term debt......... 22 22
Accounts payable.......................... 24,258 13,483
Accrued expenses.......................... 28,360 28,564
----------- -----------
Total current liabilities............ 65,084 47,955
Deferred income taxes........................ 3,105 3,105
Long-term debt............................... 13 19
----------- -----------
Total liabilities............................ 68,202 51,079
----------- -----------
Commitments and contingencies
Stockholders' equity:
Preferred stock - $.01 par value; 5,000 shares
authorized, 4,000 issued and outstanding... - -
Common stock - $.01 par value; 25,000,000
shares authorized, 9,832,161 and 9,832,161
issued and outstanding, respectively....... 98 98
Additional paid-in capital................... 34,302 34,302
Retained earnings............................ 55,676 59,765
----------- -----------
Total stockholders' equity................ 90,076 94,165
----------- -----------
$ 158,278 $ 145,244
=========== ===========
See Notes to Consolidated Financial Statements.
3
NATIONAL R.V. HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
Three Months
Ended March 31,
2003 2002
---- ----
Net sales................................... $ 78,101 $ 79,320
Cost of goods sold.......................... 79,181 79,574
---------- ----------
Gross loss............................... (1,080) (254)
Selling expenses............................ 3,130 3,429
General and administrative expenses......... 2,120 1,908
---------- ----------
Operating loss........................... (6,330) (5,591)
Interest and other expense, net............. 165 (305)
---------- ----------
Loss before income taxes................. (6,495) (5,286)
Benefit for income taxes.................... (2,406) (1,970)
---------- ----------
Net loss................................. $ (4,089) $ (3,316)
========== ==========
Loss per common share:
Basic.................................... $ (0.42) $ (0.34)
Diluted.................................. $ (0.42) $ (0.34)
Weighted average number of shares
Basic.................................... 9,832 9,719
Diluted.................................. 9,832 9,719
See Notes to Consolidated Financial Statements.
4
NATIONAL R.V. HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Three Months
Ended March 31,
2003 2002
---- ----
Cash flows from operating activities:
Net loss..................................... $(4,089) $(3,316)
Adjustments to reconcile net loss to net
cash (used in) provided by operating
activities:
Depreciation............................... 982 978
Gain on asset disposal - (348)
Changes in assets and liabilities:
Increase in trade receivables............. (19,432) (7,636)
Decrease in inventories................... 7,257 18,063
Increase in income taxes receivable....... (2,449) (1,138)
Decrease in prepaid expenses.............. 741 341
Increase (decrease) in book overdraft..... 2,980 (608)
Increase (decrease) in accounts payable... 10,775 (4,843)
Decrease in accrued expenses.............. (204) (722)
------- -------
Net cash (used in) provided by operating activities (3,439) 771
------- -------
Cash flows from investing activities:
Decrease in other assets................... 341 58
Proceeds from sale of assets............... - 2,424
Purchases of property, plant and equipment. (479) (1,438)
------- -------
Net cash (used in) provided by investing activities (138) 1,044
------- -------
Cash flows from financing activities:
Net advance on line of credit.............. 3,578 -
Principal payments on long-term debt....... (5) (5)
Proceeds from issuance of common stock..... - 18
------- -------
Net cash provided by financing activities.. 3,573 13
------- -------
Net (decrease) increase in cash.................. (4) 1,828
Cash, beginning of period........................ 14 22
------- -------
Cash, end of period.............................. $ 10 $ 1,850
======= =======
See Notes to Consolidated Financial Statements.
5
NATIONAL R.V. HOLDINGS, INC.
PART I, ITEM 1
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTE 1 - GENERAL
In the opinion of National R.V. Holdings, Inc. (collectively, with its
subsidiaries National R.V., Inc. and Country Coach, Inc. referred to herein as
the "Company"), the accompanying unaudited consolidated financial statements
contain all adjustments, consisting only of normal recurring adjustments,
necessary for the fair presentation of the financial position, results of
operations and cash flows for all periods presented. Results for the interim
periods are not necessarily indicative of the results for an entire year and the
financial statements do not include all of the information and footnotes
required by generally accepted accounting principles. These financial statements
should be read in conjunction with the financial statements and notes thereto
contained in the Company's latest annual report on Form 10-K.
NOTE 2 - INVENTORIES
Inventories consist of the following (in thousands):
March 31, Dec. 31,
2003 2002
---- ----
(Unaudited)
Finished goods.......................... $ 16,610 $ 20,671
Work-in-process......................... 21,110 25,391
Raw materials........................... 18,312 16,309
Chassis................................. 9,243 10,161
-------- --------
$ 65,275 $ 72,532
======== ========
NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS
In November 2002, the FASB issued FASB Interpretation No. 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others" (FIN 45). FIN 45 requires that upon
issuance of certain guarantees, a guarantor must recognize a liability for the
fair value of an obligation assumed under the guarantee. FIN 45 also requires
significant new disclosures, in both interim and annual financial statements, by
a guarantor, about obligations associated with guarantees issued. FIN 45
disclosure requirements were effective for our fiscal year ended December 31,
2002 and the initial recognition and measurement provisions are applicable on a
prospective basis to guarantees issued or modified after December 31, 2002. At
December 31, 2002, and March 31, 2003, the Company had no guarantees
outstanding.
In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure." SFAS No. 148 amends SFAS No. 123,
"Accounting for Stock-Based Compensation," to provide alternative methods of
transition for a voluntary change to the fair value based method of accounting
for stock-based employee compensation. In addition, SFAS No. 148 amends the
disclosure requirements of SFAS No. 123 to require prominent disclosures in both
annual and interim financial statements about the method of accounting for
stock-based employee compensation and the effect of the method used on reported
results. The Company has not adopted the fair value based method of accounting
for stock-based compensation, and the adoption of the disclosure requirements of
this SFAS did not have a material impact on the financial statements.
6
NOTE 4 - CREDIT FACILITY
The Company has an asset-based revolving credit facility of $20,000,000
with UPS Capital Corporation ("UPSC"). As of March 31, 2003, $5,311,000 of a
possible $7,000,000 of the line-of-credit was reserved for a letter of credit
issued to serve as security for NRV's self-insured workers' compensation
program, as required by the State of California and the Company has reserved an
additional $326,000 from the line-of-credit for another contingent liability. On
February 6, 2003, the Company and UPSC entered into a loan modification
agreement, increasing the credit facility from $15,000,000 to $20,000,000 for a
120-day period, ending June 6, 2003, to support a short-term buildup in
inventory for the Company's first quarter 2003 industry show season. The
remaining $14,363,000 is available for general corporate and working capital
needs and capital expenditures. Amounts borrowed under the revolving credit
facility bear interest at the prime rate listed in the Wall Street Journal plus
0.75 percentage points. The credit facility contains, among other provisions,
certain financial covenants, including net worth requirements. At March 31,
2003, $8,521,000 of the $14,363,000 available was outstanding under this
facility and the Company was not in default with any covenants of its loan
agreement with UPSC.
NOTE 5 - CONTINUATION OF LOSSES
The Company experienced a net loss for the first quarter of 2003 totaling
$4.1 million, which loss was in line with management's expectations for the
quarter. The Company had net losses totaling $21.4 million and $11.5 million for
2002 and 2001, respectively. Continued losses could reduce the Company's
liquidity and cause the Company to reduce its expenditures on capital
improvements, machinery and equipment, and research and development. This could
have a negative effect on the Company's ability to maintain production
schedules, manufacture products of high quality, and develop and manufacture new
products that will achieve market acceptance. This could, in turn, have a
negative impact on the Company's sales and earnings. If the Company continues to
suffer losses, the Company could be unable to implement its business and
financial strategies or meet its obligations when due. The Company's losses in
2002 and 2001 were mainly caused by (i) the recognition of the complete
impairment of the Company's goodwill in 2002, (ii) continued significant
discounting to wholesale distributors, (iii) continued high warranty costs, (iv)
excess manufacturing capacity and related fixed costs caused by continued low
volumes, and (v) a workers' compensation reserve increase in 2002. These factors
were exacerbated by weaker general economic conditions and declining consumer
confidence during the period. There are no assurances that the conditions that
have resulted in the Company's losses in 2002 and 2001 will not continue through
2003 and beyond.
NOTE 6 - 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 $112.5 million at March 31, 2003,
as with accounts receivable, the risk of loss is spread over numerous dealers
and lenders and is further reduced by the resale value of the RVs which the
Company would be required to repurchase. Losses under these agreements have not
been material in the past and management does not believe that any future losses
under such agreements will have a material adverse effect on the Company's
consolidated financial position or results of operations.
7
NOTE 7 - STOCK BASED COMPENSATION
The Company has six fixed option plans that reserve shares of common stock
for issuance to executives, key employees and directors. The Company has also
issued fixed options outside of such plans pursuant to individual stock option
agreements. Options granted to non-employee directors generally vest immediately
upon grant and expire five to ten years from the date of grant. Options granted
to employees generally vest in three equal annual installments and expire five
years from the date of grant. The price of the options granted pursuant to these
plans will not be less than 100 percent of the market value of the shares on the
date of grant.
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 loss per share would have been increased to the pro forma
amounts indicated below:
Three Months Ended March 31,
(in thousands, except per share)
-------------------------------------
2003 2002 2001
-------------------------------------
Net loss As reported $ (4,089) $ (3,316) $ (1,895)
Pro forma (4,369) (3,818) (2,189)
Basic loss per share As reported (0.42) (0.34) (0.20)
Pro forma (0.44) (0.39) (0.23)
Diluted loss per share As reported (0.42) (0.34) (0.20)
Pro forma (0.44) (0.39) (0.23)
8
NATIONAL R.V. HOLDINGS, INC.
PART I, ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Disclosure Regarding Forward Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995.
Investors are cautioned that forward-looking statements are inherently
uncertain. Actual performance and results may differ materially from that
projected or suggested herein due to certain risks and uncertainties including,
without limitation, potential fluctuations in the Company's operating results;
continuation of losses; cyclicality, seasonality and economic conditions;
dependence on certain dealers and concentration of dealers in certain regions;
dependence on chassis suppliers; potential liabilities under repurchase
agreements; competition; government regulation; warranty claims; and product
liability. Certain risks and uncertainties that could cause actual results to
differ materially from that projected or suggested are set forth in the
Company's filings with the Securities and Exchange Commission (the "SEC") and
the Company's public announcements, copies of which are available from the SEC
or from the Company upon request.
Liquidity and Capital Resources
At March 31, 2003, the Company had working capital of $49.8 million
compared to $53.0 million at December 31, 2002.
Net cash used in operating activities was $3.4 million for the three months
ended March 31, 2003 compared to net cash provided by operating activities of
$0.8 million for the comparable period last year. The change was primarily due
to a $19.4 million increase in trade receivables through March 31, 2003 compared
to a $7.6 million increase in trade receivables for the prior year, partially
offset by a $7.3 million reduction in inventory and a $10.8 million increase in
accounts payable during the first quarter of 2003 compared to an $18.1 million
reduction in inventory and a $4.8 million decrease in accounts payable in the
first quarter of 2002. The increase in trade receivables was due to low billing
levels at the end of 2002 and high show billings at the end of the first quarter
of 2003. The decrease in inventories reflects the Company's continuing efforts
to manage working capital. The increase in accounts payable during the first
quarter of 2003 was due to an unusually low level of accounts payable at the end
of the fourth quarter of 2002, resulting from minimal materials purchases.
Net cash used in investing activities was $0.1 million for the three months
ended March 31, 2003 compared to net cash provided by investing activities of
$1.0 million for the comparable period last year. The change was primarily due
to the sale of the Company's airplane in the first quarter of 2002 partially
offset by higher capital expenditures by the Company during the first quarter of
2002 compared to the first quarter of 2003.
Net cash provided by financing activities was $3.6 million for the three
months ended March 31, 2003 compared to net cash provided by financing
activities of $13,000 for the comparable period last year. The change was mainly
due to the Company advancing $3.6 million under its line of credit for the three
months ended March 31, 2003.
The Company has a revolving credit facility of $20,000,000 through June 6,
2003 and $15,000,000 thereafter with UPS Capital Corporation, of which up to
$7,000,000 is available for a letter-of-credit with the State of California,
serving as security for the Company's self-insured workers' compensation
program. Currently, the required letter-of-credit reserve amount is $5,310,000.
At March 31, 2003, $8,521,000 of the $14,363,000 available line-of-credit was
outstanding under this facility.
9
The Company's consolidated financial statements have been presented on the
basis that it will continue as a going-concern, which contemplates the
realization of assets and the satisfaction of liabilities in the normal course
of business. The Company has suffered net losses of $21,422,000 and $11,461,000
and recorded net income of $9,956,000 for the years ended December 31, 2002,
2000 and 1999, respectively. The Company has used cash from operating activities
of $4,444,000, $12,630,000 and provided cash from operating activities of
$26,330,000 for the years ended December 31, 2002, 2000 and 1999, respectively.
The Company has funded its financial needs primarily through operations and
its existing line of credit. At March 31, 2003, the Company had cash and cash
investments of $10,000 and working capital of $49,796,000. The Company remains
dependent upon its ability to obtain outside financing either through the
issuance of additional shares of its common stock or through borrowings until it
achieves sustained profitability through a combination of increased sales and
improved product margins.
Management intends to continue or start a variety of initiatives to improve
its working capital position, including i) new product and floorplan
introductions in the fourth quarter 2002 with an additional new product
introduction in second quarter 2003, ii) certain product re-pricing to more
competitive levels, iii) the continuation of 2002 discounts and rebates offered
to help move older dealer inventory, freeing financing for new models that
should improve retail turns, iv) head count rebalancing to sustainable
production levels, v) an engineering review of material components for the
removal of non-value added items to reduce both material costs and assembly
steps, vi) continued focus on improving quality through thorough inspections and
timely reporting of failures, vii) manufacturing efficiency improvements through
longer lead times for production increases allowing better training of new hires
to the direct work force, viii) non-producing asset dispositions such as raw
property in Florida, ix) pursuit of a permanent increase in the line-of-credit,
x) a substantial reduction in all categories of inventory and xi) filing for a
federal income tax refund of approximately $7.3 million. The Company's success
in execution of these initiatives will have a significant impact on the
Company's liquidity during 2003.
The Company believes the combination of internally generated funds, working
capital, and unused borrowing availability will be sufficient to meet the
Company's planned capital and operational requirements for at least the next 12
months. Should the Company require further capital resources during 2003, it
would most likely address such requirement through a combination of sales of its
products, sales of equity securities, and/or additional debt financings. If
circumstances changed and additional capital were needed, no assurance can be
given that the Company would be able to obtain such additional capital
resources.
If unexpected events occur requiring the Company to obtain additional
capital and it is unable to do so, it then might attempt to preserve its
available resources by deferring the creation or satisfaction of various
commitments, deferring the introduction of various products or entry into
various markets, or otherwise scaling back its operations. If the Company were
unable to raise such additional capital or defer certain costs as described
above, such inability would have an adverse effect on the financial position,
results of operations, cash flows and prospects of the Company.
10
Results of Operations
Net sales of $78.1 million for the quarter ended March 31, 2003 represent a
decrease of $1.2 million or 1.5% from the same quarter last year. Wholesale unit
shipments of the Company's motorhomes built on diesel chassis decreased 27.1% to
237 units for the first quarter 2003, compared to 325 for the first quarter of
the prior year. Shipments of the Company's gas motorhome products increased
68.5% from 197 units for the first quarter 2002 to 332 units for the first
quarter of 2003. As a result of strong wholesale demand of our new SeaBreeze and
Dolphin gas products, an adequate inventory of National RV's Tradewinds diesel
products and the late introduction of National RV's Tropi-Cal diesel units, the
Company focused more of its production and marketing on gas units during the
first quarter of 2003. National RV Class A unit shipments of combined diesel and
gas units rose 14.1% over the first quarter of 2002 while Country Coach
experienced a decline in units shipped of 12% when comparing the first quarter
of 2003 to 2002. Unit sales of the Company's towable products increased 7.1% to
390 units in the first quarter 2003 from 364 units in the same period in 2002.
Cost of goods sold for the quarter ended March 31, 2003 decreased by $0.4
million or 0.5% from the comparable period last year. The decrease in cost of
goods sold was primarily due to a decrease in sales. Additionally, though they
sold for a positive gross margin, there was approximately $1.8 million in costs
associated with units built during the fourth quarter of 2002, a period of poor
overhead utilization. Continued discounting programs, offset partially by
improvement in warranty costs due to a heavy focus in this area, were the
primary factors that lead to a -1.4% gross margin for the first quarter 2003
compared to a -0.3% gross margin for the same period last year.
Selling expenses for the quarter ended March 31, 2003 decreased by $0.3
million or 8.7% below the same period last year. As a percentage of net sales,
selling expenses decreased to 4.0% from 4.3% for the same period last year
mainly due to cost cutting measures.
General and administrative expenses for the quarter ended March 31, 2003
increased $0.2 million or 11.1% from the same period last year. As a percentage
of net sales, general and administrative expenses increased to 2.7% from 2.4%
for the same period last year. The increase in general and administrative
expenses is attributable to an increase in insurance and other related costs.
Other expense for the quarter ended March 31, 2003 was $0.2 million
compared to other income of $0.3 million for the same period last year. The
change was due primarily to the gain recognized on the sale of the Company's
airplane in the first quarter of 2002 as well as the interest currently being
paid on the Company's line-of-credit.
The benefit for income taxes for the quarter ended March 31, 2003 was $2.4
million compared to a benefit of $2.0 million for the same period last year. The
effective tax rate for the quarter ended March 31, 2003 was 37.0% compared to
37.3% for the same period last year.
As a result, the Company had a net loss of $4.1 million for the quarter
ended March 31, 2003, as compared to a net loss of $3.3 million for the same
period last year.
11
NATIONAL R.V. HOLDINGS, INC.
PART I, ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Information about market risks for the three months ended March 31, 2003
does not differ materially from that discussed under Item 7A of the Company's
Annual Report on Form 10-K for the year ended December 31, 2002.
12
NATIONAL R.V. HOLDINGS, INC.
PART I, ITEM 4 - CONTROLS AND PROCEDURES
The Company maintains disclosure controls and procedures that are designed
to ensure that information required to be disclosed in the Company's reports
under the Securities Exchange Act of 1934 (the "Exchange Act") is recorded,
processed, summarized and reported within the time periods specified in the
SEC's rules and forms, and that such information is accumulated and communicated
to the Company's management, including its Chief Executive Officer and Chief
Financial Officer, as appropriate, to allow timely decisions regarding required
disclosure based closely on the definition of "disclosure controls and
procedures" in Exchange Act Rule 13a-14(c). In designing and evaluating the
disclosure controls and procedures, management recognized that any controls and
procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives.
Within 90 days prior to the date of this report, the Company carried out an
evaluation, under the supervision and with the participation of the Company's
management, including the Company's Chief Executive Officer and the Company's
Chief Financial Officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures. Based on the foregoing, the
Company's Chief Executive Officer and Chief Financial Officer concluded that the
Company's disclosure controls and procedures were effective.
There have been no significant changes in the Company's internal controls
or in other factors that could significantly affect the internal controls
subsequent to the date the Company completed its evaluation.
13
NATIONAL R.V. HOLDINGS, INC.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
A. Exhibits
99.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
B. Form 8-K
(1) On February 14, 2003, the Company filed a Current Report on
Form 8-K reporting that the Company had entered into a loan
modification agreement with UPS Capital Corporation to
increase its existing line of credit by an additional
$5,000,000 until June 6, 2003.
14
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NATIONAL R.V. HOLDINGS, INC.
(Registrant)
Date: May 5, 2003 /s/ MARK D. ANDERSEN
-----------------------
Mark D. Andersen
Chief Financial Officer
(Principal Accounting and
Financial Officer)
15
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
I, Bradley C. Albrechtsen, certify that:
1. I have reviewed this quarterly report on Form 10-Q of NATIONAL R.V.
HOLDINGS, INC.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date
of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies
and material weaknesses.
Date: May 5, 2003 /s/ BRADLEY C. ALBRECHTSEN
--------------------------
Bradley C. Albrechtsen
Chief Executive Officer
and President
16
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
I, Mark D. Andersen, certify that:
1. I have reviewed this quarterly report on Form 10-Q of NATIONAL R.V.
HOLDINGS, INC.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date
of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies
and material weaknesses.
Date: May 5, 2003 /s/ MARK D. ANDERSEN
--------------------
Mark D. Andersen
Chief Financial Officer
(Principal Accounting and
Financial Officer)
17