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Previous: ROADMASTER INDUSTRIES INC, 10-K405/A, 1996-04-26 |
Next: IN HOME HEALTH INC /MN/, 10-Q, 1996-04-26 |
<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A-1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JANUARY 19, 1996
ROADMASTER INDUSTRIES, INC.
(Exact name of Registrant as Specified in its Charter)
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DELAWARE 0-16482 84-105239
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
250 SPRING STREET, N.W
SUITE 3 SOUTH
ATLANTA, GEORGIA 30303
(404) 586-9000
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
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<PAGE> 2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
As previously reported, on January 19, 1996, Roadmaster Industries,
Inc. (the "Company") entered into a binding letter of intent with Brunswick
Corporation ("Brunswick"), pursuant to which Brunswick is to acquire all of the
assets of the Company's Nelson/Weather-Rite, Inc. ("NWR") subsidiary for
$120,000,000 in cash or the assumption of bank debt acceptable to the Company
or a combination thereof. Such letter of intent was approved by the Company's
Board of Directors on January 19, 1996. Subsequent to the Company's initial
report on Form 8-K reporting such events, on January 22, 1996, the Company
entered into a binding agreement to sell the assets of NWR to Brunswick. The
sale includes the purchase of all the assets, and the assumption of accounts
payable and accrued liabilities which totaled $8.5 million at December 31,
1995. Such transaction was consummated on March 8, 1996. The final purchase
price is subject to ordinary post closing adjustments based on closing working
capital levels. The Company used the net proceeds to reduce its outstanding
revolving credit facility by approximately $110 million. Pending final
purchase price adjustments, the Company expects a pretax gain of more than $25
million to be recognized in the first quarter of 1996.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
The information required by Item 7 is set forth below.
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<PAGE> 3
ROADMASTER INDUSTRIES INC. AND SUBSIDIARIES
PRO FORMA CONSOLIDATED BALANCE SHEET (UNAUDITED)
dollars in thousands
<TABLE>
<CAPTION>
PRO FORMA ADJUSTMENTS
ROADMASTER ---------------------
INDUSTRIES, INC. NELSON/WEATHER-RITE
AS OF AS OF OTHER PRO FORMA PRO FORMA
DECEMBER 31, 1995 DECEMBER 31, 1995 ADJUSTMENTS TOTAL
----------------- ------------------- --------------- ---------
<S> <C> <C> <C> <C>
ASSETS:
Current Assets:
Cash and cash equivalents $ 8,417 (469) $ 7,948
Accounts and notes receivable, net 188,573 (20,557) 168,016
Inventories 166,743 (29,835) 136,908
Prepaid expenses and other assets 6,441 (479) 5,962
Deferred income taxes 6,232 1,309 7,541
Prepaid income taxes 30,180 1,739 (11,517)(4) 20,402
-------- --------
Total current assets 406,586 346,777
Property, plant and equipment 101,773 (1,321) 100,452
Less-Accumulated depreciation (25,300) 339 (24,961)
-------- --------
Net property, plant and equipment 76,473 75,491
Deferred income taxes 0 0 0
Investment in equity securities 1,809 (81) 1,728
Deferred financing and acquisition charges 23,847 0 23,847
Goodwill and other intangible assets 63,933 (40,716) 477 (5) 23,694
Long-term trade receivables 1,639 (445) 1,194
Other long-term assets 2,820 (591) 2,229
-------- --------
Total Assets $577,107 $474,960
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current Liabilities:
Revolving lines of credit $ 85,402 (27,427) (39,821)(3) $ 27,532
9,686 (2)
(308)(6)
Current portion of long-term debt 1,519 0 1,519
Accounts payable 97,368 (5,743) 91,625
Accrued expenses 48,213 (2,760) 45,453
Intercompany payable 0 (3,282) 3,282 (7) 0
-------- --------
Total current liabilities 232,502 166,129
Long-term liabilities:
Revolving lines of credit 132,200 0 (52,752)(3) 79,448
Long-term debt 147,388 0 147,388
Deferred income taxes 3,145 (155) 2,990
Other long-term liabilities 6,348 (251) 6,097
-------- --------
Total long-term liabilities 289,081 235,923
Stockholders' Equity:
Preferred stock 0 0 0
Common stock 540 0 540
Additional paid-in capital 103,574 0 103,574
Retained (loss) earnings (35,412) 0 31,354 (1) (18,072)
(1,047)(8)
(11,517)(4)
(1,450)(7)
Treasury stock (10,563) (10,563)
Deferred compensation (2,896) (2,896)
Net unrealized gain on equity securities 281 44 325
-------- --------
Total stockholders' equity 55,524 72,908
-------- --------
Total liabilities and stockholders' equity $577,107 $474,960
======== ========
</TABLE>
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<PAGE> 4
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(1) Represents the pre-tax gain on the sale.
(2) Represents the costs associated with predominantly legal, accounting,
banking and other out-of-pocket costs related to the sale of
Nelson/Weather-Rite.
(3) Represents the reduction of revolving lines of credit resulting from the
cash consideration received on the sale.
(4) Represents the effect of income taxes on entries (1) and (2) based on
the statutory rate of 38%.
(5) Represents the transfer of debt financing costs to the Parent.
(6) Represents the elimination of debt incurred by the Parent relative to a
subsidiary of Nelson/Weather-Rite.
(7) Represents the elimination of intercompany accounts.
(8) Represents the adjustment to equity for the elimination of the
administrative fee charged by Parent.
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<PAGE> 5
ROADMASTER INDUSTRIES INC. AND SUBSIDIARIES
PRO FORMA CONSOLIDATED INCOME STATEMENT (UNAUDITED)
dollars in thousands except per share data
<TABLE>
<CAPTION>
PRO FORMA ADJUSTMENTS
ROADMASTER -------------------------------------
INDUSTRIES, INC. NELSON/WEATHER-RITE
AS OF AS OF OTHER PRO FORMA PRO FORMA
DECEMBER 31, 1995 DECEMBER 31, 1995 ADJUSTMENTS TOTAL
----------------- ------------------- --------------- ---------
<S> <C> <C> <C> <C>
Net sales $730,875 96,449 $634,426
Cost of sales 644,268 71,501 572,767
-------- --------
Gross Profit 86,607 61,659
Selling, general and administrative expenses 92,814 15,384 (1,047)(1) 78,477
Impairment loss 23,500 0 23,500
Restructuring expense 7,521 0 7,521
Other expense, net:
Interest 35,470 3,181 7,970 (2) 24,319
Other 7,785 911 6,874
-------- --------
43,255 31,193
(Loss) earnings before income tax (80,483) (79,032)
Income tax expense (29,479) 2,212 (2,631)(3) (29,060)
-------- --------
Net (loss) earnings $(51,004) $(49,972)
======== ========
(Loss) per common share:
Primary $ (1.04) $ (1.02)
======== ========
Fully diluted $ (1.04) $ (1.02)
======== ========
Weighted average number of shares outstanding:
Primary 49,004 49,004
Fully diluted 49,004 49,004
</TABLE>
- ----------------------------------------------------
Note 1: The pro forma income statement does not include the gain on the sale
of Nelson/Weather-Rite, which is estimated to be $31,354 before income
taxes based on the December 31, 1995 financial statements.
(1) Represents the elimination of the administrative fee charged by the
Parent.
(2) Represents the elimination of interest expense related to the
reduction of debt associated with the sale of Nelson/Weather-Rite.
(3) Represents the tax effect of the administrative fee and interest
expense at the statutory rate of 38%.
EXHIBITS
23.1 Consent of Arthur Andersen LLP
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<PAGE> 6
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.
ROADMASTER INDUSTRIES, INC.
Date: April 26, 1996 By: /s/ JEFF L. HINTON
-------------------------------------------
Jeff L. Hinton
Director of Plans, Programs and
Corporate Development
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<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of
our reports included or incorporated by reference in this Form 8-K, into the
Company's previously filed Registration Statements File Nos. 33-63567,
33-87520, 33-87522, 33-87524, and 33-87526.
Chicago, Illinois
April 26, 1996
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