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UNITED STATES SEC FILE NUMBER
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 001-12085
FORM 12b-25 ---------------------
CUSIP NUMBER
NOTIFICATION OF LATE FILING
637277104
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(CHECK ONE): ___ Form 10-K ___ Form 20-F ___ Form 11-K _X_ Form 10-Q ___ Form
10D ___ Form N-SAR ___ Form N-CSR
For Period Ended: September 30, 2006
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___ 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:
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PART I -- REGISTRANT INFORMATION
National R.V. Holdings, Inc.
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Full Name of Registrant
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Former Name if Applicable
3411 N. Perris Blvd.
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Address of Principal Executive Office (Street and Number)
Perris, California 92571
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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 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
_X_ 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 financial statements and required disclosures for inclusion in its Form 10-Q
for the quarter ended September 30, 2006. Based on the amount of work remaining
to be completed, the Company does not expect to be able to complete such
financial statements and disclosures within the 40 day period specified for
filing its Form 10-Q without unreasonable effort or expense. 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 statements and disclosures. 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-Q for the quarter ended September 30,
2006 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
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(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.
The Company expects to report net sales of $92.0 million for the third quarter
of 2006 compared to net sales of $108.2 million in the third quarter of 2005 and
net sales of $315.1 million for the nine months ended September 30, 2006
compared to $357.1 million in the same period last year. The Company also expect
to report a net loss of $7.1 million and $16.3 million for the third quarter and
the nine months ended September 30, 2006, respectively, compared to a net loss
of $5.9 million and $12.8 million for the comparable periods in 2005. The third
quarter results were negatively affected, among other factors, by the continued
slowing in the Class A industry, the costs associated with the defective
fiberglass material supplied to the Company's National R.V. division and costs
associated with new product introductions involving both of the Company's
divisions.
This Notification of Late Filing contains comments and forward-looking
statements based on current plans, exceptions, events, and financial and
industry trends that may affect the Company's future operating results and
financial position expectations. Such statements, including the expected timing
of the filing of its report on Form 10-Q, and the expected financial results for
the quarter ended September 30, 2006, involve risks and uncertainties which
cannot be predicted or quantified and which may cause future activities and
results of operations to differ materially from those discussed above. Such
risks and uncertainties include, without limitation: delays the Company may
experience in the completion and filing of its Form 10-Q. For additional
information, refer to the Company's filings with the Securities and Exchange
Commission, including the Company's most recent quarterly and annual reports on
Forms 10-Q and Form 10-K.
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National R.V. Holdings, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: November 9, 2006 By: /s/ Thomas J. Martini
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Thomas J. Martini
Chief Financial Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
VIOLATIONS (SEE 18 U.S.C. 1001).
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