<PAGE>
Exhibit 99.3
UNAUDITED PRO FORMA COMBINED FINANCIAL DATA
Description of transaction
Holiday RV Superstores, Inc. acquired 100% of the issued and outstanding stock
of Hall Enterprises, Inc. (Hall, Inc.) on October 31, 2000. The total purchase
price paid to the shareholders of Hall, Inc. was $1.4 million, consisting of
300,000 shares of unregistered Holiday common stock. The primary shareholder of
Hall, Inc. will have the opportunity to receive additional consideration if
certain budget projections, which were agreed upon by Holiday and the
shareholder, are met.
Summary of earlier Fiscal 2000 acquisitions
Holiday acquired 100% of the issued and outstanding stock of County Line Select
Cars, Inc. (County Line) on November 11, 1999. The total purchase price paid to
the County Line shareholders was $6.5 million, consisting of $5.0 million cash
and $1.5 million in notes convertible into Holiday common stock. In addition,
Holiday advanced $1.6 million in cash to repay existing loans from the
shareholders to County Line. The business combination was accounted for as a
purchase. Holiday filed with the Commission a Current Report on Form 8-K
on November 23, 1999, which was amended on Form 8-K/A on January 24, 2000.
Holiday acquired 100% of the issued and outstanding stock of Little Valley Auto
& RV Sales, Inc. (Little Valley) on March 1, 2000. The total purchase price paid
to the Little Valley RV shareholders was $3.4 million, consisting of $1.7
million cash and $1.7 million in a note convertible into Holiday common stock.
In addition, Little Valley RV shareholders withdrew $321,000 of assets from
Little Valley prior to the closing. Holiday filed with the Commission a Current
Report on Form 8-K on March 13, 2000, which was amended on Form 8-K/A on May 15,
2000.
Pro forma
Holiday's historical fiscal year ends on October 31, while the historical fiscal
years of County Line, Little Valley and Hall, Inc. end on December 31. For
purposes of combining County Line, Little Valley and Hall, Inc.'s historical
financial statements with Holiday's historical financial data in the pro forma
combined balance sheet and pro forma combined statement of operations in this
document, the unaudited financial statements of Holiday for the nine month
period ending July 31, 2000 has been combined with the unaudited financial
statements of County Line, Little Valley and Hall, Inc. to reflect the
acquisitions as if they had occurred at the beginning of that nine month period.
In addition, Holiday's audited financial statements for the year ended October
31, 1999 has been combined with County Line's unaudited financial statements for
the twelve month period ended December 31, 1999, with Little Valley's audited
financial statements for the year ended December 31, 1999 and Hall, Inc.'s
audited financial data for the year ended December 31, 1999.
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We have included this unaudited pro forma combined data only for the purpose of
illustration, and it does not necessarily indicate what the operating results or
financial position would have been if the combinations had been completed at the
dates indicated. Moreover, this data does not necessarily indicate what the
future operating results or financial position of the combined company will be.
This unaudited pro forma combined summary of financial data should be read in
conjunction with the historical financial statements of Holiday contained in the
Company's Form 10-K for the year ended October 31, 1999 and Form 10-Q for the
nine months ended July 31, 2000 and the financial statements of Hall, Inc.,
County Line and Little Valley.
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HOLIDAY RV SUPERSTORES, INC.
PRO-FORMA COMBINED BALANCE SHEET
(in thousands)
UNAUDITED
<TABLE>
<CAPTION>
HOLIDAY* HALL, INC. PRO-FORMA
07/31/00 09/30/00 ADJUSTMENTS (Note 1) PRO FORMA
--------- --------- -------------------- ---------
<S> <C> <C> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 4,618 $ (162) (115) (a) $ 4,342
Accounts receivable:
Trade and contracts in transit 4,883 649 5,532
Other 161 248
Inventories, net 57,394 3,216 1,166 (c) 61,775
Deferred taxes & other 877 (20) 858
--------- --------- ---------
TOTAL CURRENT ASSETS 67,934 3,683 72,755
Property and Equipment, net 12,025 169 87 (c) 12,194
Investment in subsidiaries (153) (d) 153 (e)
Goodwill 6,187 1,295 (b) 7,482
Noncurrent deferred taxes and other 927 927
--------- --------- ---------
TOTAL ASSETS $ 87,073 $ 3,852 $ 93,358
========= ========= =========
CURRENT LIABILITIES:
Floor plan contracts $ 50,147 $ 3,678 $ 53,826
Accounts payable 2,582 134 2,716
Customer deposits 186 186
Accrued expenses, and other current liabilities 1,997 193 250 (c) 2,440
Current portion of capital lease obligations 100 100
Current portion of notes payable - real property 140 140
Current portion of deferred gain on leaseback transaction 49 49
Notes payable 1,274 1,274
--------- --------- ---------
TOTAL CURRENT LIABILITIES 56,474 4,005 60,730
Capital leases, less current portion 322 322
LIFO tax liability, less current portion 751 (c) 751
Notes-real property, less current portion 6,938 6,938
Deferred gain on leaseback transaction, less
current portion 438 438
--------- --------- ---------
TOTAL LIABILITIES 64,173 4,005 69,179
--------- --------- ---------
CONVERTIBLE NOTES 3,232 3,232
STOCKHOLDERS' EQUITY (DEFICIT):
Common stock $.01 par - shares
authorized 23,000,000; issued
7,640,000 and 7,940,000 76 3 (d) 79
Common stock , no par, 1,250
shares authorized, issued and
outstanding 125 (125) (e) -
Additional paid-in capital 5,737 206 1,275 (d) (206) (e) 7,013
Retained earnings 14,397 (484) 484 (e) 14,397
Treasury stock, at cost (542) (542)
--------- --------- ---------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) 19,669 (153) 20,947
--------- --------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 87,073 $ 3,852 $ 93,358
========= ========= =========
*Includes Holiday RV, County Line & Little Valley
Note 1 - The pro-forma balance sheet has been prepared to reflect the
acquisition of Hall Enterprises, Inc. by Holiday RV Superstores, Inc.
for an aggregate price of $1.4 million. Pro forma adjustments are made
to reflect:
(a) Payment of an estimated $115,000 in acquisition costs.
(b) The excess of purchase price over the fair value of net assets
acquired of Hall, Inc.
(c) Revaluation of Hall's inventory from LIFO to lower of cost or market
and establishment of LIFO tax liability (to be consistent with
Holiday's inventory valuation).
(d) The issuance of 300,000 shares of unregistered common stock to the
seller as part of the purchase acquisition.
(e) The elimination of the common shareholders' equity accounts.
</TABLE>
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HOLIDAY RV SUPERSTORES, INC.
PRO-FORMA COMBINED STATEMENT OF OPERATIONS
For the nine months ended July 31, 2000
(in thousands, except for per share data)
UNAUDITED
<TABLE>
<CAPTION>
HOLIDAY COUNTY LINE LITTLE VALLEY HALL, INC. PRO-FORMA
HISTORICAL HISTORICAL HISTORICAL HISTORICAL ACQUISITION
9 MONTHS ENDED 11 DAYS ENDED 4 MONTHS ENDED 9 MONTHS ENDED ADJUSTMENTS
07/31/00 11/11/99 02/29/00 09/30/00 (Note 2) PRO FORMA
-------------- ------------- -------------- -------------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Sales and Service Revenue $ 122,454 $ 3,196 $ 3,501 $ 10,230 $ 139,382
Cost of Sales and Service 101,777 2,907 2,985 8,208 115,878
-------------- ------------- -------------- -------------- -----------
Gross Profit 20,677 289 516 2,022 23,504
Selling, General and
Administrative expenses 17,848 280 423 1,553 (4) (a) 20,101
-------------- ------------- -------------- -------------- -----------
Income from Operations 2,829 9 93 469 3,403
Amortization of Goodwill (196) (85) (b) (281)
Interest Expense (3,336) (33) (104) (290) (108) (c) (3,871)
-------------- ------------- -------------- -------------- -----------
Income before Income Taxes (704) (24) (11) 179 (749)
Income Taxes (benefit) (195) (21) (d) (216)
-------------- ------------- -------------- -------------- -----------
Net (loss) Income $ (509) $ (24) $ (11) $ 179 $ (532)
============== ============= ============== ============== ===========
Basic (Loss) Earnings per
Common Share (0.07) (0.07)
Diluted (Loss) Earnings per
Common Share (0.07) (0.07)
Basic Shares 7,274 300 7,574
Diluted Shares 7,274 300 7,574
Note 2 - The above statement gives effect to the following pro forma adjustments
necessary to reflect the acquisitions (County Line's pro forma adjustments are for
the period of 11/01/99 - 11/11/99; Little Valley's pro forma adjustments are for the
period of 11/01/99 - 02/29/00; and Hall, Inc.'s pro forma adjustments are for the
period of 01/01/00 - 09/30/00):
(a) Little Valley: Reduction in depreciation expense resulting from the removal
of $271,000 of fixed assets by the seller
(b) Amortization of goodwill on a straight-line basis over 20 years:
County Line $ (7)
Little Valley (31)
Hall, Inc. (47)
--------------
$ (85)
(c) County Line:
Reduction of interest income earned on cash balances
due to use of $6.6 million cash in the acquisition and
repayment of shareholder loans. $ (19)
Increase in interest expense on $1.5 million of convertible
notes payable issued to the Sellers as part of the
acquisition price, offset by a reduction in interest expense
due to the repayment of $1.629 million of shareholder loans. 2
Little Valley:
Increase in interest expense on $1.66 million convertible notes
issued to the Seller, and interest expense on the $1.60
million acquisition loan. (91)
--------------
$ (108)
(d) Increase in income taxes due to the acquired companys' income
(previously not subject to income tax as a Sub-chapter S corporation),
as well as the tax impact of adjustments (a) through (c).
County Line $ (10)
Little Valley (4)
Hall. Inc. 72
Proforma adjustments (79)
--------------
$ (21)
</TABLE>
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HOLIDAY RV SUPERSTORES, INC.
PRO-FORMA COMBINED STATEMENT OF OPERATIONS
For the year ended 10/31/99
(in thousands, except for per share data)
UNAUDITED
<TABLE>
<CAPTION>
HOLIDAY RV COUNTY LINE LITTLE VALLEY HALL, INC. PRO-FORMA
HISTORICAL HISTORICAL HISTORICAL HISTORICAL ACQUISITION
12 MONTHS ENDED 12 MONTHS ENDED 12 MONTHS ENDED 12 MONTHS ENDED ADJUSTMENTS
10/31/99 12/31/99 12/31/99 12/31/99 (Note 3) PRO FORMA
--------------- --------------- --------------- --------------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C>
SALES AND SERVICE REVENUE:
Vehicle and marine $ 72,241 $ 61,326 $ 12,055 $ 10,720 $ 156,341
Service, parts and accessories 6,234 5,388 521 910 13,053
Other, net 2,921 2,515 296 170 5,901
--------------- --------------- --------------- --------------- ---------
Total sale sand service revenue 81,396 69,228 12,872 11,799 175,295
COST OF SALES AND SERVICE:
Vehicle and marine 63,884 56,087 10,184 8,992 139,146
Service, parts and accessories 3,486 3,180 283 581 7,530
--------------- --------------- --------------- --------------- ---------
Total cost of sales and service 67,370 59,266 10,467 9,573 146,677
Gross Profit 14,026 9,962 2,405 2,226 28,619
Selling, General and Admin. expenses 10,291 9,275 1,238 1,775 (15) (a) 22,565
--------------- --------------- --------------- --------------- ---------
Income from Operations 3,735 687 1,167 451 6,054
Amortization of Goodwill (385) (b) (385)
Interest Income 555 74 71 (462) (c) 238
Other Income (Expense) (153) 61 (92)
Interest Expense (1,134) (1,154) (273) (352) (327) (d) (3,240)
Gain on Sale of Assets 319 - 319
--------------- --------------- --------------- --------------- ---------
Income before Income Taxes 3,475 (394) 812 160 2,894
Income Taxes 1,321 (244) (e) 1,077
--------------- --------------- --------------- --------------- ---------
Net Income $ 2,154 $ (394) $ 812 $ 160 $ 1,818
=============== =============== =============== =============== =========
Earnings per Share:
Basic 0.30 0.24
Diluted 0.30 0.24
Basic Shares 7,184 300 7,484
Diluted Shares 7,304 300 7,604
</TABLE>
Note 3 - The above statement gives effect to the
following pro forma adjustments necessary to
reflect the acquisitions (County Line's pro forma
adjustments are for the period of 01/01/99 -
12/31/99; Little Valley's pro forma adjustments
are for the period of 01/01/99 - 12/31/99; and
Hall, Inc.'s pro forma adjustments are for the
period of 01/01/99 - 12/31/99):
(a) Little Valley: Reduction in depreciation
expense resulting from the removal of
$271,000 of fixed assets by the seller
(b) Amortization of goodwill on a straight-line
basis over 20 years:
County Line $ (230)
Little Valley (92)
Hall, Inc. (63)
-------------
$ (385)
(c) County Line:
Reduction of interest income earned on cash
balances due to use of$6.6 million cash in
the acquisition and repayment of shareholder
loans. $ (462)
(d) County Line:
Increase in interest expense on $1.5
million of convertible notes payable issued
to the Sellers as part of the acquisition
price, offset by a reduction in interest
expense due to the repayment of $1.629
million of shareholder loans. 39
Little Valley:
Increase in interest expense on $1.66 million
convertible notes issued to the Seller, and
interest expense on the $1.60 million
acquisition loan. (366)
-------------
$ (327)
(e) Increase in income taxes due to the acquired
companys' income (previously not subject to
income tax as a Sub-chapter S corporation),
as well as the tax impact of adjustments (a)
through (d).
County Line $ (157)
Little Valley 325
Hall. Inc. 64
Proforma adjustments (476)
-------------
$ (244)
