SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
TO
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: March 5, 1996
COACHMAN INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE 1-9593 73-1244422
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
310 N.W. 63rd, Suite 500 73116
Oklahoma City, OK (Zip Code)
(Address of principal
executive offices)
Registrant's telephone, including area code: (405) 840-4667
NONE
(Former name or former address, if changed since last report.)
Item 2. Acquisition or disposition of Assets
On December 21, 1995, Coachman Incorporated (Coachman) acquired all the
outstanding common stock of Olympic Mills Corporation (Olympic) and Lutania
Mills (Lutania), an affiliate of Olympic in development stage, (collectively
called the Olympic Group) (the Olympic Acquisition) for $2,000 in cash.
Concurrent with and as an integral part of the Olympic Acquisition, Coachman
contributed to the capital of Olympic the following:
* $2,000,000 in cash;
* 6,000,000 shares of Coachman Incorporated's common stock; and
* Promissory note for $4,448,826 due on July 15, 1996. The note will bear
no interest for the first 30 days after issuance, however any principal
payments made after 30 days of issuance will bear interest at a rate of
8% per annum. While there is any balance outstanding on the note,
Coachman Incorporated will apply the net proceeds from the issuance of any
shares of its stock to the payment of principal and interest under the note.
As long as there are any amounts due under the promissory note, the previous
ultimate owner of Olympic and Lutania, Mr. Francisco Carvajal, will remain
chairman of the board of directors of Olympic and will have veto power over
all transactions over $100,000.
As part of the Olympic Acquisition certain amounts due by Olympic amounting
to $3,570,400 plus accrued interest, and 96,405 preferred shares of Olympic,
each with a par value of $100, owned by entities related to Mr. Francisco
Carvajal, were paid or acquired by Olympic for $5,458,460 in cash, deferred
payment notes amounting to $4,706,714, the assignment of the 6,000,000 shares
of Coachman contributed by Coachman to Olympic, the assignment of an accounts
receivable from an affiliate of Olympic amounting to $1,716,392 and the
assignment of the $4,448,826 promissory note referred to above. One of the
deferred payment notes is collateralized by the pledge of the shares of
Olympic. Furthermore, a contingent consideration based on the 1995 net
earnings of the Olympic Group is to be made to an entity related to Mr.
Francisco Carvajal. Additionally, Coachman is committed to issue additional
shares of its common stock as of the second anniversary date of the Olympic
Acquisition sufficient for the entities related to Mr. Francisco Carvajal
owning the 6,000,000 shares of common stock issued as part of the Olympic
Acquisition to own shares of Coachman having a value of $15 million at such
anniversary date.
The cash paid for the Olympic Acquisition and the concurrent cash capital
contribution by Coachman has been funded through the proceeds received by
Coachman from the private placement of common and preferred stock.
The Olympic Group operates a textile manufacturing plant which produces
underwear and pajamas that are sold exclusively through Olympic.
The following proforma consolidated balance sheet is presented as if the
Olympic Acquisition had occurred on September 30, 1995. The consolidated
statement of operations for the year ended December 31, 1994 and for the
nine-month period ended September 30, 1995 have been presented as if the
Olympic Acquisition had occurred on January 1, 1994. The proforma data is
presented for informational purposes only and may not be indicative of the
results of operations and future financial position of Coachman Incorporated
or what the results of operations and financial position
would have been if the Olympic acquisition had occurred on the date set
forth. These proforma consolidated balance sheet should be read in
conjunction with the historical consolidated financial statements and notes
thereto of Coachman Incorporated.
Item 7. Coachman Incorporated Proforma Data
Audited Financial Statements of Olympic Mills Corporation
Coachman Incorporated
Notes to Proforma Balance Sheet
On December 21, 1995, Coachman Incorporated (Coachman) acquired all the
outstanding common stock of Olympic Mills Corporation (Olympic) and Lutania
Mills (Lutania), an affiliate of Olympic in development stage, (collectively
called the Olympic Group) (the Olympic Acquisition) for $2,000 in cash.
Concurrent with and as an integral part of the Olympic Acquisition, Coachman
contributed to the capital of Olympic the following:
* $2,000,000 in cash;
* 6,000,000 shares of Coachman Incorporated's common stock; and
* Promissory note for $4,448,826 due on July 15, 1996. The note will bear
no interest for the first 30 days after issuance, however any principal
payments made after 30 days of issuance will bear interest at a rate of 8%
per annum. While there is any balance outstanding on the note, Coachman
Incorporated will apply the net proceeds from the issuance of any shares of
its stock to the payment of principal and interest under the note. As long
as there are any amounts due under the promissory note, the previous ultimate
owner of Olympic and Lutania, Mr. Francisco Carvajal, will remain chairman
of the board of directors of Olympic and will have veto power over all
transactions over $100,000.
As part of the Olympic Acquisition certain amounts due by Olympic amounting
to $3,570,400 plus accrued interest, and 96,405 preferred shares of Olympic,
each with a par value of $100, owned by entities related to Mr. Francisco
Carvajal, were paid or acquired by Olympic for $5,458,460 in cash, deferred
payment notes amounting to $4,706,714, the assignment of the 6,000,000 shares
of Coachman contributed by Coachman to Olympic, the assignment of an accounts
receivable from an affiliate of Olympic amounting to $1,716,392
and the assignment of the $4,448,826 promissory note referred
to above. One of the deferred payment notes is collateralized by the pledge
of the shares of Olympic. Futhermore, a contingent consideration based on
the 1995 net earnings of the Olympic Group is to be made to an entity
related to Mr. Francisco Carvajal. Additionally, Coachman is committed to
issue additional shares of its common stock as of the second anniversary
date of the Olympic Acquisition sufficent for the entities related to
Mr. Francisco Carvajal owning the 6,000,000 shares of common stock issued
as part of the Olympic Acquisition to own shares of Coachman having a value
of $15 million at such anniversary date.
The proforma balance sheet presents the investment in the Olympic Group under
the equity method of accounting since at the time of the Olympic Acquisition,
management believes that in view of the administrative prerogatives vested
upon Mr. Francisco Carvajal until some of the outstanding obligations of
Coachman to certain of the related entities to Mr. Francisco Carvajal are
fully satisfied, as well as the pledging of the shares of stock of Olympic as
collateral to the $4,448,826 promissory note, Coachman does not have
substantive control of the Olympic Group.
(1) To record the offering of 4,687,500 additional common shares and 2,500
Series A convertible preferred stock during the quarter ending
December 31, 1995 which proceeds were used to acquire the Olympic Group.
Increase in cash $2,125,000
Increase in common stock 46,875
Increase in preferred stock 25
Increase in additional paid-in capital 2,078,100
(2) To record the acquisition of all the outstanding common stock of Olympic
Mills Corporation and Lutania Mills as follows:
Payment in cash $2,002,000
Fair value of 6,000,000 shares
issued 1,641,922
Promissory note 4,448,826
Purchase price ($250,000 had ----------
been deposited) $8,092,748
The fair value of the shares issued in for the Olympic Acquisition has been
calculated as follows:
Shares of common stock (excluding shares
issued in the Olympic acquisition) 13,971,600
Shares equivalent of Series A
convertible preferred stock
(7,300 shares convertible at 200
shares of common stock for each
preferred share 1,460,000
-----------
Total number of shares 15,431,600
Market price per share ($) .38
-----------
Market capitalization ($) 5,864,008
Percentage issued in the Olympic Acquisition 28%
-----------
Fair value of shares $1,641,922
(3) To record the equity in earnings of the Olympic Group estimated as
follows:
Net tangible assets acquired $7,940,626
Revaluation of property and equipment 152,122
----------
Purchase price $8,092,748
Revaluation of property and equipment will be depreciated over a 10 year
period for an annual depreciation of $15,212.
Year ended Nine-month period
December 31, 1995 ended September 30, 1995
Estimated earnings $1,000,000 750,000
Additional depreciation (15,212) (11,409)
----------- ---------
984,788 738,591
Deferred taxes (10%) (100,000) (75,000)
----------- ---------
$884,788 $663,591
Deferred taxes has been provided for tollgate tax to be paid to the
Commonwealth of Puerto Rico on dividends paid.
(4) To record interest expense on the $4,448,826 promissory note.
Coachman Incorporated
Proforma Consolidated Balance Sheet
30-Sep-95
Proforma
1995 Adjustments Proforma
ASSETS
Current Assets:
Cash $ 24,546 373,000 (1),(2) $ 397,546
Accounts receivable 86,449 86,449
Notes receivable 66,681 66,681
Inventory 129,460 129,460
Marketable equity securities 56,250 56,250
Prepaid expenses 63 63
----------- ---------- ----------
Total Current Assets 363,449 373,000 736,449
Property and equipment 291,118 291,118
Notes receivable 504,632 504,632
Investment in condominium in
time-share membership 60,000 60,000
Investment in affiliated entities 30,638 8,092,748 (2) 8,123,386
Deferred costs 16,994 16,994
Deposits 68,517 68,517
Other 302,956 (250,000) (2) 52,956
----------- ---------- ----------
$ 1,638,304 $8,215,748 $9,854,052
=========== ========== ==========
LIABILITY AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Notes payable $ 318,242 4,448,826 (2) 4,767,068
Current maturities of
long-term debt 289,785 289,785
Accounts payable 784,649 784,649
Accrued liabilities 522,365 522,365
----------- ---------- ----------
Total current liabilities 1,915,041 4,448,826 6,363,867
Long-term debt 339,195 339,195
Stockholders' equity (deficit):
Preferred stock 48 25 (1) 73
Common stock 92,841 106,875 (1),(2) 199,716
Stock warrants 90,000 90,000
Additional paid-in capital 8,294,054 3,660,022 (1),(2) 11,954,076
Accumulated deficit (9,092,875) (9,092,875)
----------- ---------- -----------
Total stockholders'
equity (deficit) (615,932) 3,766,922 3,789,068
----------- ---------- ----------
$ 1,638,304 $8,215,748 $9,854,052
=========== ========== ==========
See notes to the pro forma consolidated financial statements.
Coachman Incorporated
Proforma Consolidated Income Statement
Year ended December 31, 1994
Proforma
1994 Adjustments Proforma
Revenues:
Retail revenues 1,843,378 1,843,378
Management fees from
affiliates 67,076 67,076
Time share condominium 52,780 52,780
--------- ---------
1,963,234 1,963,234
Expenses:
Cost of retail goods sold 1,010,704 1,010,704
Retail operating expenses 896,847 896,847
Timeshare commission 55,840 55,840
General and administration 908,724 908,724
Depreciation and amortization 121,536 121,536
Special charges 1,483,870 1,483,870
---------- ----------
4,477,521 4,477,521
---------- ----------
Loss from operations (2,514,287) (2,514,287)
Other income and expense:
Interest income 52,861 52,861
Interest expense (148,176) (355,906)(4) (504,082)
Other income 86,910 86,910
---------- --------- ----------
(8,405) (355,906) (364,311)
---------- --------- ----------
Net loss before equity in
earnings of Olympic (2,522,692) (355,906) (2,878,598)
Equity in earnings of Olympic 0 884,788 (3) 884,788
---------- --------- ----------
Net income (loss) $(2,522,692) $528,882 $(1,993,810)
=========== ======== ===========
Net loss per common share:
Primary $ (0.38) $ (0.24)
Fully diluted $ (0.37) $ (0.23)
Weighted average shares outstanding:
Primary 6,616,750 12,616,750
Fully diluted 6,886,125 12,886,125
See notes to the pro forma consolidated financial statements.
Coachman Incorporated
Proforma Consolidated Income Statement
Nine-Month Ended September 30, 1995
Proforma
1995 Adjustments Proforma
Revenues:
Retail revenues 503,570 503,570
Management fees from
affiliates 52,968 52,968
Time share condominium 2,293 2,293
--------- ---------
558,831 558,831
Expenses:
Cost of retail goods sold 271,859 271,859
Retail operating expenses 451,168 451,168
Timeshare commission 6,372 6,372
General and administration 559,317 559,317
Depreciation and amortization 59,009 59,009
---------- ---------
1,347,725 1,347,725
---------- ---------
Loss from operations (788,894) (788,894)
---------- ---------
Other income and expense:
Interest income 36,253 36,253
Interest expense (69,613) (266,930) (4) (336,543)
Other income 31,507 31,507
Gain on sale of security 9,518 9,518
---------- -------- ---------
7,665 (266,930) (268,783)
---------- -------- ---------
Net loss before equity in
earnings of Olympic (781,229) (266,930) (1,057,677)
Equity in earnings of Olympic 0 663,591 (3) 663,591
---------- -------- ----------
Net income (loss) $ (781,229) $396,661 $ (394,086)
========== ======== ==========
Net loss per common share:
Primary $ (0.09) $ (0.03)
Fully diluted $ (0.08) $ (0.02)
Weighted average shares outstanding:
Primary 8,382,944 14,382,944
Fully diluted 9,871,694 15,871,694
See notes to the pro forma consolidated financial statements.
LIST OF EXHIBITS TO FORM 8-K/A
Number 7 - Audited Financial Statements and Independent Auditors' Report
for Olympic Mills Corporation and subsidiary as of December 31,
1994 and 1993 ("P") - To be filed using Form SE in accordance
with Rule 201 of Regulation S-T, pursuant to a Temporary
Hardship Exemption.
