-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, F7xCbWTIG6IaPTsl76iAeXoeGvTbCtcZnd0uNHIy43WWouuFevocH1VkcBTArtTf Z4cbIkEcWjEV3pQN0cPTXg== 0000910655-96-000012.txt : 19961120 0000910655-96-000012.hdr.sgml : 19961120 ACCESSION NUMBER: 0000910655-96-000012 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961114 ITEM INFORMATION: Acquisition or disposition of assets FILED AS OF DATE: 19961115 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL RV HOLDINGS INC CENTRAL INDEX KEY: 0000910655 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR HOMES [3716] IRS NUMBER: 330371079 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-22268 FILM NUMBER: 96667590 BUSINESS ADDRESS: STREET 1: 3411 N PERRIS BLVD CITY: PERRIS STATE: CA ZIP: 92571 BUSINESS PHONE: 9099436007 MAIL ADDRESS: STREET 1: 3411 N PERRIS BLVD CITY: PERRIS STATE: CA ZIP: 92571 8-K/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 1996 Date of Amendment: November 14, 1996 NATIONAL R.V. HOLDINGS, INC. - ------------------------------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 0-22268 13-0371079 - ------------------------------------------------------------------------------ (State or other (Commission (I.R.S. Employer jurisdiction) File Number) Identification No.) 3411 N. Perris Blvd., Perris, California 92571 - ------------------------------------------------------------------------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (909) 943-6007 N/A - ------------------------------------------------------------------------------ (Former name and former address, if changed since last report) AMENDMENT NO. 1 The undersigned registrant hereby amends its current report on Form 8-K, dated November 6, 1996, to amend Items 2 and 7(b) as set forth herein. Item 2. Acquisition or Disposition of Assets. ------------------------------------- On November 6, 1996, National R.V. Holdings, Inc., a Delaware corporation (the "Company"), announced that pursuant to a Share Exchange Agreement, dated as of October 22, 1996 (the "Exchange Agreement") , with Country Coach, Inc. ("CCI") and the stockholders of CCI, all of the outstanding shares of common stock of CCI were exchanged (the "Share Exchange") for an aggregate of 543,806 shares of the Company's common stock at closing on November 6, 1996, in accordance with the terms of the Exchange Agreement. CCI is a leading manufacturer of Highline motorhomes and bus conversions which are marketed under the Concept, Affinity, Magna, Intrigue, Allure and Country Coach Prevost Conversion brand names. CCI will be operated as a wholly-owned subsidiary of the Company. In connection with the Share Exchange, the Company assumed $10.1 million of debt of CCI. In addition, in connection with the transaction effected by the Share Exchange, CCI was granted an option (the "Option") for $2.1 million to purchase a manufacturing site currently leased by CCI in Junction City, Oregon. The Company may, in the future, cause CCI to exercise the Option. All of the terms of the Share Exchange are set forth in the Share Exchange Agreement which is filed as Exhibit A hereto and incorporated by reference herein. Item 7. Financial Statements and Exhibits. ---------------------------------- (b) Unaudited Pro-Forma Financial Information Basis of Presentation The unaudited pro forma combined financial statements are presented giving effect to the Acquisition (the "Acquisition") of Country Coach, Inc. ("Country Coach") and are not necessarily indicative of the financial position or financial results that might have been achieved had the Acquisition occurred as of an earlier date, nor are they necessarily indicative of the financial position or financial results which may occur in the future. The Unaudited Pro Forma Combined Balance Sheet has been presented assuming the Acquisition occurred on September 30, 1996. The Unaudited Pro Forma Combined Statement of Operations for the year ended December 31, 1995 has been presented as if the Acquisition had occurred on January 1, 1995 and the Unaudited Pro Forma Combined Statement of Operations for the nine months ended September 30, 1996 has been presented as if the Acquisition had occurred on January 1, 1996. The Acquisition was accounted for under the purchase method of accounting, whereby the respective assets and liabilities of Country Coach are recorded at their estimated fair values. The total purchase cost of the transaction is estimated to be approximately $9,510,000 and the excess of the purchase cost over the estimated fair value of net assets acquired is estimated to be approximately $8,244,000.
National R.V. Holdings, Inc. Unaudited Pro Forma Combined Balance Sheet As of September 30, 1996 (in thousands) National RV Country Holdings,Inc. Coach,Inc. Sept. 30, Sept. 30, Pro Forma Combined 1996 1996(1) Adjustments Pro Forma -------- -------- ----------- -------- Current Assets: Cash and cash equivalents $ 2,670 $ ( 310) $( 585)(A) $ 1,775 Trade receivables, less allowance for doubtful accounts 7,789 3,422 11,211 Inventories 14,376 11,574 25,950 Deferred income taxes 780 780 Prepaid expenses 569 366 935 -------- -------- -------- -------- Total current assets 26,184 15,052 ( 585) 40,651 Restricted funds 1,749 - 1,749 Property, plant and equipment, net 10,585 3,311 13,896 Goodwill, net - - 8,244 (B) 8,244 Other assets - 194 194 -------- -------- -------- -------- Total Assets $ 38,518 $ 18,557 $ 7,659 $ 64,734 ======== ======== ======== ======== Current liabilities: Line of credit - $ 160 $ 7,979 (C) $ 9,288 1,149 (D) Current portion of long- term debt 146 283 ( 265)(D) 164 Accounts payable 3,301 4,043 7,344 Accrued expenses 2,321 2,185 4,506 Customer deposits - 910 910 -------- -------- -------- -------- Total current liabilities 5,768 7,581 8,863 22,212 Deferred income taxes 1,738 - 1,738 Long-term debt 6,925 1,432 ( 660)(D) 7,697 Commitments and contingencies Stockholders equity: Preferred stock-$0.01 par value; 5,000 shares authorized, 4,000 issued and outstanding - - - - Common stock-$0.01 par value; 10,000,000 shares authorized 59 3 ( 3)(E) 64 5 (B) Additional paid-in capital 22,421 309 ( 309)(E) 31,416 8,995 (B) Retained earnings 9,555 9,232 ( 1,029)(E) 9,555 ( 7,979)(C) ( 224)(D) Less - cost of Treasury Stock ( 7,948) - - ( 7,948) -------- -------- -------- -------- Total stockholders' equity 24,087 9,544 ( 544) 33,087 -------- -------- -------- -------- Total Liabilities and Stockholders' Equity $ 38,518 $ 18,557 $ 7,659 $ 64,734 ======== ======== ======== ========
(1) As reclassified to conform with the Company's presentation of financial information. See Accompanying Notes (A) to (E) to Unaudited Pro Forma Combined Financial Statements
National R.V. Holdings, Inc. Unaudited Pro Forma Combined Statement of Operations For the Year Ended December 31, 1995 (in thousands, except per share data) National RV Country Pro Forma Combined Holdings, Inc. Coach, Inc. Adjustments Pro Forma (1) -------------- ----------- ----------- --------- Net sales $ 89,397 $ 67,833 $157,230 Cost of goods sold 78,089 59,029 137,118 -------- -------- ------- -------- Gross profit 11,308 8,804 20,112 Selling expenses 2,643 4,297 6,940 General and administrative expenses 2,455 1,363 3,818 Goodwill amortization - - 412 (a) 412 -------- -------- ------- -------- Total operating expenses 5,098 5,660 412 11,170 -------- -------- ------- -------- Operating income 6,210 3,144 (412) 8,942 Other expenses (income): Investment income ( 611) ( 142) ( 753) Interest expense 614 499 650 (b) 1,763 Other financing related costs and other 178 ( 5) 173 -------- -------- ------- -------- Total other expenses 181 352 650 1,183 -------- -------- ------- -------- Income before income taxes and extraordinary items 6,029 2,792 (1,062) 7,759 Provision for income taxes 2,387 - 857 (c) 3,244 -------- -------- ------- -------- Income before extraordinary items 3,642 2,792 (1,919) 4,515 Extraordinary items, net of taxes ( 616) - - ( 616) -------- -------- ------- -------- Net Income $ 3,026 $ 2,792 $(1,919) $ 3,899 ======== ======== ======= ======== Earnings per common share and common equivalent share Income before extraordinary items $ 0.75 $ 0.84 Extraordinary items (0.13) (0.11) ------- ------- Net Income 0.62 0.72 Earnings per common share and common equivalent share - fully diluted Income before extraordinary items $ 0.75 $ 0.84 Extraordinary items (0.13) (0.11) ------- ------- Net Income 0.62 0.72 Weighted average number of shares: Primary 4,845 544 (d) 5,389 Fully diluted 4,857 544 (d) 5,401
(1) As reclassified to conform with the Company's presentation of financial information. See Accompanying Notes (a) to (d) to Unaudited Pro Forma Combined Financial Statements
National R.V. Holdings, Inc. Unaudited Pro Forma Combined Statement of Operations For the Nine Months Ended September 30, 1996 (in thousands, except per share data) National RV Country Pro Forma Combined Holdings, Inc. Coach, Inc. Adjustments Pro Forma (1) -------------- ----------- ----------- --------- Net sales $ 94,958 $ 59,308 $154,266 Cost of goods sold 82,183 51,207 133,390 -------- -------- ------- -------- Gross profit 12,775 8,101 20,876 Selling expenses 2,367 3,691 6,058 General and administrative expenses 1,773 1,337 3,110 Goodwill amortization - - 309 (aa) 309 -------- -------- ------- -------- Total operating expenses 4,140 5,028 309 9,477 -------- -------- ------- -------- Operating income 8,635 3,073 ( 309) 11,399 Other expenses (income): Investment income ( 184) ( 270) ( 454) Interest expense 237 327 451 (bb) 991 ( 25)(cc) Other financing related costs and other 114 ( 1) 113 -------- -------- ------- -------- Total other expenses 167 56 426 650 -------- -------- ------- -------- Income before income taxes and extraordinary items 8,468 3,017 ( 735) 10,749 Provision for income taxes 3,434 - 1,036 (dd) 4,470 -------- -------- ------- -------- Net Income $ 5,034 $ 3,017 $(1,772) $ 6,279 ======== ======== ======= ======== Earnings per common share and common equivalent share $ 1.00 $ 1.12 Earnings per common share and common equivalent share - fully diluted $ 0.99 $ 1.12 Weighted average number of shares: Primary 5,045 544 (ee) 5,589 Fully diluted 5,066 544 (ee) 5,610
(1) As reclassified to conform with the Company's presentation of financial information. See Accompanying Notes (aa) to (ee) to Unaudited Pro Forma Combined Financial Statements
National R.V. Holdings, Inc. Unaudited Pro Forma Combined Statement of Operations For the Nine Months Ended September 30, 1995 (in thousands, except per share data) National RV Country Pro Forma Combined Holdings, Inc. Coach, Inc. Adjustments Pro Forma (1) -------------- ----------- ----------- --------- Net sales $ 65,814 $ 48,962 $114,776 Cost of goods sold 56,901 42,352 99,253 -------- -------- ------- -------- Gross profit 8,913 6,610 15,523 Selling expenses 1,890 3,107 4,997 General and administrative expenses 1,820 947 2,767 Goodwill amortization - - 309(aaa) 309 -------- -------- ------ -------- Total operating expenses 3,710 4,054 309 8,073 -------- -------- ------ -------- Operating income 5,203 2,556 (309) 7,450 Other expenses (income): Investment income ( 604) ( 94) ( 698) Interest expense 564 417 536(bbb) 1,517 Other financing related costs and other 79 ( 3) 76 -------- -------- ------ -------- Total other expenses 39 319 536 895 -------- -------- ------ -------- Income before income taxes and extraordinary items 5,164 2,236 (845) 6,555 Provision for income taxes 1,993 - 680(ccc) 2,673 -------- -------- ------- -------- Income before extraordinary items 3,171 2,236 (1,525) 3,882 Extraordinary items, net of taxes ( 616) - - ( 616) -------- -------- ------- -------- Net Income $ 2,555 $ 2,236 $(1,525) $ 3,266 ======== ======== ======= ======== Earnings per common share and common equivalent share Income before extraordinary items $ 0.65 $ 0.72 Extraordinary items (0.13) (0.11) ------- ------- Net Income 0.52 0.60 Earnings per common share and common equivalent share - fully diluted Income before extraordinary items $ 0.65 $ 0.72 Extraordinary items (0.13) (0.11) ------- ------- Net Income 0.52 0.60 Weighted average number of shares: Primary 4,878 544 (d) 5,422 Fully diluted 4,881 544 (d) 5,425
(1) As reclassified to conform with the Company's presentation of financial information. See Accompanying Notes (aaa) to (ddd) to Unaudited Pro Forma Combined Financial Statements Notes to Unaudited Pro Forma Combined Financial Statements 1. Pro Forma Adjustments Unaudited Pro Forma Combined Balance Sheet (A) To reflect expenditure of estimated professional fees and other costs incurred by National RV Holdings and Country Coach in connection with the Country Coach Acquisition National RV Holdings: Financial advisory $385 Accounting 50 Legal 75 ---- 510 Country Coach: Accounting $ 35 Legal 40 ---- 75 ---- Total Country Coach Acquisition related expenditures $585 ==== (B) To record the estimated goodwill and equity relating to the Country Coach Acquisition based upon a purchase price of $9,510,000 composed of the issuance of 543,806 shares of Common Stock in exchange for the outstanding stock of Country Coach and the incurrance of $585,000 of acquisition related expenditures. See (A). Purchase price $9,510 Adjusted book value of Country Coach which approximates fair value (net assets acquired) 1,266 ------ Excess of purchase price over net assets acquired (Goodwill) $8,244 ====== Country Coach historical book value as of September 30, 1996 $9,544 To reflect the payment of the October dividend to Country Coach shareholders (7,979)(see (C)) To reflect expenses incurred by Country Coach on the acquisition (75)(see (A)) To reflect the extraordinary loss on the required pre-payment of debt (224)(see (D)) ------ Adjusted book value of Country Coach which approximates fair value $1,266 ====== (C) To reflect the dividend paid to Country Coach stockholders on October 21, 1996. (D) To reflect the required pre-payment of a note to a fomer Country Coach shareholder and the extraordinary loss thereon. Such required pre- payment resulted from the Country Coach Acquisition. (E) To eliminate Country Coach's historical stockholders' equity. Unaudited Pro Forma Combined Statement of Operations (a) To reflect the amortization of the estimated goodwill resulting from the Country Coach Acquisition using the straight-line method over 20 years. (b) To reflect interest expense (at an annual rate of 8.015%) arising from the debt incurred upon payment of the October dividend. See (C). (c) To reflect the conversion of Country Coach to C-Corp. status and the pro forma provision for income taxes calculated at the statutory rates. (d) To adjust weighted average shares outstanding for the shares issued in conjunction with the Country Coach Acquisition. Unaudited Pro Forma Combined Statement of Operations for the Nine Months Ended September 30, 1996 (aa) To reflect the amortization of the estimated goodwill resulting from the Country Coach Acquisition using the straight-line method over 20 years. (bb) To reflect interest expense (at an annual rate of 7.54%) arising from the debt incurred upon payment of the October dividend. See (C). (cc) To reflect the interest expense (at an annual rate of 7.54%) arising form the pre-payment of a note to a former Country Coach Shareholder (see (D)) and to eliminate the interest expense on this note at an annual rate of 12.96%. (dd) To reflect the conversion of Country Coach to C-Corp. status and the pro forma provision for income taxes calculated at the statutory rates. (ee) To adjust weighted average shares outstanding for the shares issued in conjunction with the Country Coach Acquisition. Unaudited Pro Forma Combined Statement of Operations for the Nine Months Ended September 30, 1995 (aaa) To reflect the amortization of the estimated goodwill resulting from the Country Coach Acquisition using the straight-line method over 20 years. (bbb) To reflect interest expense (at an annual rate of 8.96%) arising from the debt incurred upon payment of the October dividend. See (C). (ccc) To reflect the pro forma provision for income taxes calculated at the statutory rates. (ddd) To reflect the conversion of Country Coach to C-Corp. status and the pro forma provision for income taxes calculated at the statutory rates. (c) Exhibits A. Share Exchange Agreement, dated as of October 22, 1996, by and among National R.V. Holdings, Inc., Country Coach, Inc., Robert B. Lee, Jack L. Courtemanche, Terry N. Lee, Kenda M. Mason and Brenda J. Lee-Thomson (incorporated herein by reference from Exhibit A to the Company's current report on Form 8-K filed with the Securities and Exchange Commission on November 1, 1996). B. Press Release of the Company dated November 11, 1996. SIGNATURES ---------- 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 hereunto duly authorized. NATIONAL R.V. HOLDINGS, INC. By: /s/ Stephen M. Davis ----------------------- Name: Stephen M. Davis Title: Secretary Dated: November 14, 1996 -----END PRIVACY-ENHANCED MESSAGE-----