<PAGE>
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.
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(Exact name of registrant as specified in its charter)
Delaware 0-22268 13-0371079
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(State or other (Commission (I.R.S. Employer
jurisdiction) File Number) Identification No.)
3411 N. Perris Blvd., Perris, California 92571
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (909) 943-6007
N/A
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(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.
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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.
----------------------------------
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(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.
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<TABLE>
<CAPTION>
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
-------- -------- ----------- --------
<S> <C> <C> <C> <C>
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
======== ======== ======== ========
</TABLE>
(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
<PAGE>
<TABLE>
<CAPTION>
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)
-------------- ----------- ----------- ---------
<S> <C> <C> <C> <C>
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
</TABLE>
(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
<PAGE>
<TABLE>
<CAPTION>
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)
-------------- ----------- ----------- ---------
<S> <C> <C> <C> <C>
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
</TABLE>
(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
<PAGE>
<TABLE>
<CAPTION>
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)
-------------- ----------- ----------- ---------
<S> <C> <C> <C> <C>
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
</TABLE>
(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
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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.
<PAGE>
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.
<PAGE>
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.
<PAGE>
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.
<PAGE>
(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.
<PAGE>
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
