SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
{X} QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934.
For the fiscal years ended December 31, 2001, 2000, 1999, and 1998
{ } TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934.
For the transition period from ........ to .........
Commission file number: 0-22268
NATIONAL RV, INC. 401(K) PLAN
(Full title of the plan)
NATIONAL R.V. HOLDINGS, INC.
3411 N. Perris Blvd.
Perris, California 92571
(Name of issuer of the securities held pursuant to the
plan and the address of its principal executive office)
NATIONAL RV, INC. 401(k) PLAN
Table of Contents
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Page
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Report of Independent Auditors............................................ 3
Financial Statements:
Statement of Net Assets Available for Plan Benefits,
December 31, 2001, 2000, 1999, and 1998 (Modified Cash Basis).......... 4
Statement of Changes in Net Assets Available for Plan Benefits,
For the years ended December 31, 2001, 2000, 1999, and 1998
(Modified Cash Basis).................................................. 5
Notes to Financial Statements............................................. 6 - 9
Supplemental Schedule:
Item 4i - Schedule of Assets Held for Investment Purposes at
December 31, 2001...................................................... 10
Signature................................................................. 11
2
Report of Independent Auditors
Board of Directors of
National RV, Inc.
We have audited the accompanying statements of net assets available for Plan
benefits (modified cash basis) of National RV, Inc. 401(k) Plan as of December
31, 2001, 2000, 1999, and 1998 and the related statement of changes in net
assets available for Plan benefits (modified cash basis) for the years ended
December 31, 2001, 2000, 1999, and 1998. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards 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. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
As described in Note 2, the Plan's policy is to prepare its financial statements
on a modified cash basis of accounting, which is a comprehensive basis of
accounting other than generally accepted accounting principles.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for Plan benefits as of December
31, 2001, 2000, 1999, and 1998 and the changes in net assets available for Plan
benefits for the years then ended, on the basis of accounting described in Note
2.
/s/ SWENSON ADVISORS, LLP
-------------------------
SWENSON ADVISORS, LLP
Temecula, California
September 12, 2002
3
NATIONAL RV, INC.
401 (k) PLAN
Statement of Net Assets Available for Plan Benefits
(Modified Cash Basis)
December 31, 2001, 2000, 1999, and 1998
Assets
--------------
2001 2000 1999 1998
-------- -------- -------- --------
Investments, at fair value:
Money market account $117,302 $ 74,874 $ 35,178 $ 5,556
Mutual funds 652,592 450,425 207,224 47,515
Employer securities 127,044 85,513 46,484 13,698
-------- -------- -------- --------
Net assets available for Plan benefits $896,938 $610,812 $288,886 $ 66,769
======== ======== ======== ========
See Accompanying Notes and Report of Independent Auditors
4
NATIONAL RV, INC.
401 (k) PLAN
Statement of Changes in Net Assets Available for Plan Benefits
(Modified Cash Basis)
For the Years Ended December 31, 2001, 2000, 1999, and 1998
2001 2000 1999 1998
-------- -------- -------- --------
Addition to Net Assets Attributed To:
Investment income:
Interest income $ 2,892 $ 3,134 $ 871 $ 37
Net realized and unrealized loss
on investments (38,531) (781) (4,008) 4,307
-------- -------- -------- --------
(35,639) 2,353 (3,137) 4,344
-------- -------- -------- --------
Contributions
Participants 314,863 306,626 204,262 55,385
Employer 58,590 46,090 27,581 7,183
-------- -------- -------- --------
373,453 352,716 231,843 62,568
-------- -------- -------- --------
Total additions 337,814 355,069 228,706 66,912
-------- -------- -------- --------
Deductions from Net Assets Attributed To:
Benefits paid to participants 51,688 33,143 6,589 143
-------- -------- -------- --------
Total deductions 51,688 33,143 6,589 143
-------- -------- -------- --------
Net increase in net assets available
for Plan benefits 286,126 321,926 222,117 66,769
Net assets available for Plan benefits at:
Beginning of year 610,812 288,886 66,769 -
-------- -------- -------- --------
End of year $896,938 $610,812 $288,886 $ 66,769
======== ======== ======== ========
See Accompanying Notes and Report of Independent Auditors
5
NATIONAL RV, INC.
401(k) PLAN
Notes to Financial Statements
For the Years Ended December 31, 2001, 2000, 1999, and 1998
Note 1 - Description of Plan
The following description of the National RV, Inc. 401(k) Plan (the Plan)
is provided for general information purposes only. Participants should refer to
the Plan Agreement for more complete information.
General: The Plan, effective January 1, 1998, is a Section 401(k) pension
plan sponsored by National RV, Inc. (the Company and the Sponsor), covering all
full time employees of the Company. It is subject to the provisions of the
Employee Retirement Income Security Act of 1974 (ERISA). Oppenheimer Trust
Company is the Trustee, with OppenheimerFunds Services as agent for the Trustee.
National RV, Inc., the Plan administrator, has contracted with United Pensions
Incorporated for administration and management of the Plan. Employees who have
reached the age of 20 years and have completed one year of service with the
Company are eligible to participate in the Plan. Participation continues until
retirement, disability, termination of employment or death, at which time the
participant's account balance becomes payable. Certain expenses incurred in the
administration and management of the Plan are paid by the Company.
Effective January 1, 1999, the Plan was amended to include employees who
were transferred to National RV Holdings, Inc., an affiliated company. Only
National RV Holdings, Inc. employees who perform all of their service for or on
behalf of National RV, Inc. are eligible to become contributing participants.
Contributions: The Sponsor makes matching 401(k) contributions to the Plan
of 20% of the amount the participant contributes. However, no matching
contribution will be made in excess of 5% of the participant's contribution. The
matching contributions begin after the participant has completed two years of
service. Participants may make contributions to the 401(k) Plan in an amount of
not more than 15% of their compensation, subject to maximum annual legal limits.
The Sponsor may also make non-elective contributions which will be allocated to
the participants in the ratio of the participant's compensation to the total
compensation of all participants.
Vesting: Participants are immediately vested in their voluntary
contributions plus actual earnings and any employer matching contributions.
Payment of benefits: Upon termination of service, a participant may elect
to receive either a lump sum cash payment equal to the value of his or her
vested account, or installment payments. However, if the value of the vested
account is less that $5,000, the payment will be a lump sum payment equal to the
value of the vested amount.
Participant loans: The Plan does not permit participant loans.
Note 2 - Summary of significant accounting policies
Basis of accounting: The financial statements have been prepared under the
modified cash basis of accounting, which is a comprehensive basis of accounting
other than generally accepted accounting principles. All income and expense
items are recognized when received or paid. Investments are adjusted to fair
market value quarterly.
Investments: The Plan's investments are stated at fair market value. The
net increase or decrease in market value of investments is the difference
between market value and cost at the beginning and end of the Plan year.
6
NATIONAL RV, INC.
401(k) PLAN
Notes to Financial Statements
For the Years Ended December 31, 2001, 2000, 1999, and 1998
Note 2 - Summary of significant accounting policies, continued
Contributions: Employer and employee 401(k) contributions are recognized in
the period in which the contribution is received by the third party
administrator.
Benefit obligations: The Plan does not accrue for benefits payable to
participants who have elected to withdraw from the Plan, but who were not paid
from the Plan as of December 31 of the Plan year.
Use of estimates: The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and changes therein, and disclosure of contingent assets and
liabilities. Actual results could differ from those estimates.
Note 3 - Tax status
The Plan is a prototype plan that has received a determination letter from
the Internal Revenue Service dated October 21, 1998 stating that the plan is
designed in accordance with the applicable sections of the Internal Revenue
Code. Therefore, no provision for income taxes has been included in the Plan's
financial statements.
Note 4 - Plan termination
Although the Company has not expressed any intent to do so, it has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA.
Note 5 - Investment options
Contributions may be directed by the participant to be invested in nine
different investment vehicles or any combination thereof. Participants may elect
to change their investment options and transfer their account balances among the
different investment accounts at any time. The investment options vary in their
degree of risk and investment strategy. The accounts primarily have investments
in common stocks, bonds, short-term securities, and government securities. The
investment options discussed below are managed by OppenheimerFunds, Inc.
The investments are allocated to the following funds at the participant's
direction:
Cash Reserves - This money market fund invests in a variety of high-quality
money market investments to seek current income. Money market investments are
short-term, U.S. dollar-denominated debt instruments issued by the U. S.
government, domestic and foreign corporations, and financial institutions and
other entities. They include, for example, bank obligations, repurchase
agreements, commercial paper, other corporate debt obligations and government
debt obligations. These instruments must be rated in the highest credit-quality
category for short-term securities by nationally recognized rating services or
must be considered of comparable quality to rated securities.
7
NATIONAL RV, INC.
401(k) PLAN
Notes to Financial Statements
For the Years Ended December 31, 2001, 2000, 1999, and 1998
Note 5 - Investment options, continued
Quest Value Fund, Inc. - This fund seeks capital appreciation by investing
in common stocks of U.S. issuers that are believed to be undervalued in the
marketplace. The fund may also invest in other equity securities, such as
preferred stocks, warrants, and debt securities convertible into common stocks.
Under normal market conditions, the fund invests at least 75% of its total
assets in equity securities.
Total Return Fund, Inc. - This fund seeks high total return by investing
mainly in equity securities for the purpose of seeking capital appreciation or
debt securities to seek current income depending on economic conditions. The
fund will hold common stocks, preferred stocks, and securities convertible into
common stocks for capital appreciation. It will hold common stocks that pay
dividends or debt securities such as corporate bonds, notes, and debentures and
U.S. government securities for income. The equity investments of the fund are
primarily in medium and large capitalization issues of $2.5 billion or more.
Capital Income Fund - The primary objective of the fund is to seek current
income while conserving principal. A second objective is capital appreciation.
The fund normally invests 65% of its total assets in equity and fixed-income
securities that are expected to generate income. The fund mainly invests in
equity securities, such as dividend-paying common stocks, preferred stocks, and
securities convertible into common stock, of domestic and foreign issuers of
varying capitalization ranges. The fund also invests in corporate and government
bonds and debentures of domestic and foreign issuers.
High Yield Fund - The primary objective of the fund is to seek a high level
of current income by investing in a diversified portfolio of high-yield,
lower-rated fixed income securities that do not involve undue risk. Under normal
market conditions, the fund invests at least 80% of its total assets in
fixed-income securities and at least 65% of its total assets in high-yield,
lower grade fixed-income securities (junk bonds). The balance of the assets are
invested in debt securities, cash or cash equivalents, or common stock.
Growth Fund - The primary objective of the fund is to seek capital
appreciation by investing mainly in common stocks of growth companies. The fund
currently focuses primarily on domestic common stocks in the mid-size to large
capitalization range. The fund attempts to minimize its exposure to market risk
by diversifying its investments and not holding 25% or more of its assets in
investments in any one industry.
MidCap Fund - The primary objective of the fund is to seek capital
appreciation by investing in equity securities of growth companies having a
market capitalization between $2 billion and $11.5 billion. The fund may invest
a significant amount of its assets in technology companies, primarily domestic
technology companies. The companies should show a high rate of sustainable
earnings growth and revenue growth of more than 10% annually.
Main Street Small Cap Fund - This fund invests mainly in common stocks of
small market capitalization domestic companies. Generally, the fund will invest
at least 65% of its total assets in common stocks of growth companies having a
small market capitalization. The fund considers a small market capitalization
company to have a market capitalization under $2.5 billion. Currently, the fund
has invested in companies in the fields of telecommunications, biotechnology,
computer software, and new consumer products.
8
NATIONAL RV, INC.
401(k) PLAN
Notes to Financial Statements
For the Years Ended December 31, 2001, 2000, 1999, and 1998
Note 5 - Investment options, continued
International Growth Fund - The primary objective of the fund is to invest
in common stocks of growth companies domiciled outside the United States. The
fund invests in emerging markets as well as developed markets throughout the
world. The fund can invest 100% of its assets in foreign securities. Under
normal market conditions, the fund will invest at least 65% of its total assets
in foreign common and preferred stock of companies in at least three different
countries outside the United States. Also, the fund does not concentrate 25% or
more of its assets in investments in any one industry.
The participants also have the option to purchase common stock of National
RV, Inc., the sponsor of the plan.
The Plan's investment income is allocated in the same proportion that each
participant's account balance bears to the investment fund balance.
Note 6 - Investments
Assets available for Plan benefits at December 31, 2001, 2000, 1999, and
1998:
2001 2000 1999 1998
-------- -------- -------- --------
Quest Value Fund * $164,965 $127,588 $ 59,908 $ 14,869
High Yield Fund * 90,116 58,586 30,449 5,845
Capital Income Fund * 140,807 104,063 44,925 11,203
Total Return Fund * 174,498 126,601 71,942 15,598
Cash Reserves * 117,302 74,874 35,178 5,556
Growth Fund 7,762 2,794 - -
MidCap Fund 5,256 2,445 - -
Main Street Small Cap Fund 37,630 14,952 - -
International Growth Fund 31,558 13,396 - -
Employer Securities * 127,044 85,513 46,484 13,698
-------- -------- -------- --------
$896,938 $610,812 $288,886 $ 66,769
======== ======== ======== ========
Additions to net assets are as follows:
Interest Income $ 2,892 $ 3,134 $ 871 $ 37
======== ======== ======== ========
Net realized and unrealized
loss on investment $(38,531) $ (781) $( 4,008) $ 4,307
======== ======== ======== ========
Investments representing 5 percent or more of the Plan's net assets are
noted by an asterisk.
9
NATIONAL RV, INC.
401(k) PLAN
Item 4i - Schedule of Assets Held for Investment Purposes
Identification Number: 33-0835022
Plan Number: 001
December 31, 2001
Identity of Issue Description of Investment
Borrower or Similar Including Maturity Date, Rate of Interest, Current
Party Collateral, Par or Maturity Value Cost Value
--- -------------------------- ------------------------------------------ -------- --------
* OppenheimerFunds, Inc. Quest Value Fund $ ** $164,965
* OppenheimerFunds, Inc. High Yield Fund ** 90,116
* OppenheimerFunds, Inc. Capital Income Fund ** 140,807
* OppenheimerFunds, Inc. Total Return Fund ** 174,498
* OppenheimerFunds, Inc. Cash Reserves ** 117,302
* OppenheimerFunds, Inc. Growth Fund ** 7,762
* OppenheimerFunds, Inc. MidCap Fund ** 5,256
* OppenheimerFunds, Inc. Main Street Small Cap Fund ** 37,630
* OppenheimerFunds, Inc. International Growth Fund ** 31,558
* National RV Holdings, Inc. National RV Holdings, Inc. Stock ** 127,044
--------
$896,938
========
* A party-in-interest as defined by ERISA
** Cost data not provided
10
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
National R.V. Holdings, Inc. has duly caused this Annual Report to be signed by
the undersigned thereunto duly authorized.
NATIONAL RV, INC. 401(K) PLAN
Date: October 24, 2002 By /s/ MARK D. ANDERSEN
Mark D. Andersen
Plan Administrator
11