-------------------
UNITED STATES SEC FILE NUMBER
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 001-12085
FORM 12b-25
NOTIFICATION OF LATE FILING
-------------------
-------------------
CUSIP NUMBER
637277104
-------------------
(Check one): _X__ Form 10-K ___ Form 20-F ___ Form 11-K __
Form 10-QSB ___ Form N-SAR ___ Form N-CSR
For Period Ended: December 31, 2005
___ Transition Report on Form 10-K
___ Transition Report on Form 20-F
___ Transition Report on Form 11-K
___ Transition Report on Form 10-Q
___ Transition Report on Form N-SAR
For the Transition Period Ended:_____________
Read Instruction (on back page) Before Preparing Form. Please Print or
Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
______________________________________________________________________
PART I -- REGISTRANT INFORMATION
National R.V. Holdings, Inc.
__________________________________________
Full Name of Registrant
__________________________________________________
Former Name if Applicable
3411 N. Perris Blvd.
__________________________________________________
Address of Principal Executive Office (Street and Number)
Perris, California 92571
______________________________________________
City, State and Zip Code
PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
(a) The reason described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
(b) The subject annual report, semi-annual report, transition report on
_x_ Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion
thereof, will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly report or
transition report on Form 1 0-Q, or portion thereof, will be filed on
or before the fifth calendar day following the prescribed due date;
and
(c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-QSB, N-SAR,
N-CSR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
(Attach extra Sheets if Needed)
As of the date of this filing, the Company is in the latter stages of finalizing
its 2005 financial statements for inclusion in its Form 10-K and of completing
its assessment of its internal controls over financial reporting, which is also
required for the Form 10-K. As disclosed in the Company's press release dated
March 7, 2006 and furnished pursuant to its Form 8-K dated March 7, 2006, while
undergoing this process, the Company determined that its Country Coach division
amortized certain leasehold improvements over a period in excess of the lease
term for the related lease. The correction of this error will require a
restatement of prior periods. The use of the incorrect useful life on these
leasehold improvements caused a cumulative understatement of leasehold
improvement amortization expense of $0.41 million at December 31, 2004. As a
result of this restatement, the restated cost of goods sold, selling and general
and administrative combined annual expense will be increased by $0.07 million in
2004, $0.05 million in 2003, and $0.04 million in 2002. Additionally,
stockholders' equity at January 1, 2002 will be reduced by $0.14 million as a
result of this restatement.
In connection with its review of the Company's 2005 financial information and
assessing its internal controls over financial reporting, the Company concluded
that there was a material weakness in its internal control over financial
reporting at the Company's Country Coach division relating in part to the
restatement discussed above. The Company will report this material weakness in
its Form 10-K, as of December 31, 2005. This material weakness will be reported
substantially as follows:
Insufficient personnel resources, supervision and training within its
accounting function - The Company did not maintain effective controls
over the financial reporting process at its Country Coach division and
the related corporate oversight because of insufficient personnel
resources, supervision and training within the accounting function.
This material weakness resulted in the restatement of the consolidated
financial statements to correct an error related to the amortization
of leasehold improvements. In addition, this material weakness
resulted in audit adjustments to the 2005 annual consolidated
financial statements affecting inventory, accounts payable, accrued
liabilities, accumulated depreciation and amortization, and the
related income statement accounts, primarily cost of goods sold,
selling, and general and administrative. Additionally, this control
deficiency could result in misstatements in the aforementioned
accounts that would result in a material misstatement to the annual or
interim consolidated financial statements that would not be prevented
or detected.
Management's report on internal controls over financial reporting as of December
31, 2004, was included in the Company's 2004 Form 10-K. In the report,
management concluded that there were six material weaknesses as follows:
1. Insufficient personnel resources and technical expertise within its
accounting function.
2. Revenue recognition.
3. Accounting for sales incentives.
4. Accounting for income taxes.
5. Physical inventory process.
6. Unrestricted access to programs and data.
In response, the Company undertook several remedial actions in 2005, including
the reorganization of its accounting personnel and increasing technical
expertise within the accounting function, discontinuing deferred payment
arrangements, increasing training of all personnel involved in the physical
inventory process, the correction of access rights of information technology
personnel and users with accounting and reporting responsibilities, and the
implementation of additional control procedures. As a result of the effects of
these remedial actions, management has determined that material weaknesses 2
through 6 listed above have been fully remediated and no longer represent
material weaknesses. The Company has also concluded that material weakness 1 -
Insufficient personnel resources and technical expertise within its accounting
function - has not been fully remediated, as a result of the control
deficiencies discovered during the 2005 year-end audit at the Country Coach
division discussed above.
Because of this continuing material weakness, the Company will not be able to
conclude in the upcoming 10-K filing that the Company's internal control over
financial reporting was effective as of December 31, 2005 and the Company
expects that its independent auditors will issue an adverse opinion on the
effectiveness of the Company's internal control over financial reporting.
Since management has not completed its final evaluation and testing of internal
control over financial reporting or completed its financial statements, there
can be no assurance that additional deficiencies will not be identified that
could be material weaknesses, or additional adjustments recorded that result in
changes to the financial results disclosed in Part IV. Based on the amount of
work remaining to be completed, the Company could not complete such assessment
or complete its financial statements within the 75 day period specified for
filing its Form 10-K for the year ended December 31, 2005. As a result, the
Company is seeking the extension provided by filing this Form 12b-25 in order to
allow the Company to complete its final assessment on internal control and its
financial statements. The Company expects that it will be able to complete the
remaining work described above in time for the Company to file its Form 10-K for
the year ended December 31, 2005 prior to the reporting deadline provided by
such extension.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Thomas J. Martini 951 943-6007
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed ? If answer is
no, identify report(s). Yes _X__ No ___
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion
thereof? Yes _X__ No ___
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
As disclosed in the Company's press release dated March 7, 2006 and furnished
pursuant to its Form 8-K dated March 7, 2006, net sales grew to $106.5 million
in the fourth quarter of 2005, up 5% from $101.9 million in the fourth quarter
of 2004. For the year ended December 31, 2005, net sales increased 6%, to $463.6
million, up from $436.8 million in 2004. The Company reported a net loss of $7.0
million for the fourth quarter of 2005 and $19.8 million for the 2005 fiscal
year, compared to a net loss of $12.7 million for the fourth quarter of 2004 and
$9.5 million for the 2004 fiscal year. These figures correspond to a net loss of
$0.68 per diluted share for the fourth quarter of 2005 and $1.92 per diluted
share for the year, compared to a net loss of $1.24 per diluted share for the
fourth quarter of 2004 and $0.93 per diluted share for the 2004 fiscal year.
During the fourth quarter of 2004 the Company established a full valuation
allowance of $11.2 million against its deferred tax asset and recorded the
corresponding non-cash charge in its December 31, 2004 fourth quarter and fiscal
year financial results. As a result of the full tax valuation allowance
established in 2004, the 2005 fourth quarter and full fiscal year results do not
include an income tax benefit.
The gross profit margin for the quarter ended December 31, 2005 was 1.9%
compared to 6.3% for the same period last year. For the year ended December 31,
2005, the gross profit margin was 2.6% compared to 7.1% for the year ended
December 31, 2004. The lower gross margins in 2005 were caused by higher sales
incentives resulting from a weakening Class A market, increased spending on
engineering and product development, higher material handling costs, higher
mid-year manufacturing costs as the Company's work-in-process inventories
increased, multiple weeks of shutdowns, and finally, higher warranty costs
driven by higher rates and costs of settlement of claims on older highline
coaches than experienced by the Company in the past.
Operating expenses for the fourth quarter of 2005 declined 3% to $8.3 million,
or 7.8% of net sales, compared to $8.6 million, or 8.4% of net sales, for the
fourth quarter of 2004. For the year, operating expenses were $30.1 million, or
6.5% of net sales, which compares to $25.9 million, or 5.9% of net sales, for
the prior year, an increase of 16%. Contributing to the higher operating costs
in 2005 were higher selling and marketing expenses, including new marketing
programs.
This Form 12b-25 contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 including the Company's
expected results of operations for the fiscal year ended December 31, 2005 and
that the Company will file its Form 10-K prior to the reporting deadline as
extended by this filing. Investors are cautioned that forward-looking statements
are inherently uncertain, including uncertainties related to the completion of
the Company's financial statements and assessment of its internal control over
financial reporting. The Company's actual performance and results may differ
materially from that projected or suggested herein due to certain risks and
uncertainties including, without limitation, the ability to complete its
evaluation and testing of internal control over financial reporting or complete
its financial statements in time, the cyclical nature of the recreational
vehicle industry; seasonality and potential fluctuations in the Company's
operating results; any material weaknesses in the Company's internal control
over financial reporting or any failure to implement required new or improved
controls; the Company's dependence on chassis suppliers; potential liabilities
under dealer/lender repurchase agreements; competition; government regulation;
warranty claims; product liability; and dependence on certain dealers and
concentration of dealers in certain regions. 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 SEC and the Company's
public announcements, copies of which are available from the SEC or from the
Company upon request.
National R.V. Holdings, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: March 15, 2006 By: /s/ THOMAS J. MARTINI
Thomas J. Martini
Chief Financial Officer