UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
(AMENDMENT NO. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported) February 16, 2007
NATIONAL R.V. HOLDINGS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 001-12085 33-0371079
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(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation) Identification No.)
100 West Sinclair Street
Perris, California 92571
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(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (951) 436-3000
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (SEE General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
On February 20, 2007, National R.V. Holdings, Inc. (the "Company") completed the
sale of its wholly-owned subsidiary, Country Coach, Inc., an Oregon Corporation
("CCI"), to Country Coach Holdings LLC, a Delaware limited liability
company, an entity owned primarily by Riley Investment Management, LLC, a
Delaware limited liability company. Mr. Bryant R. Riley, who owns
approximately 1.2 million shares of the Company's common stock, is the sole
equity owner of Riley Investment Management, LLC. This disposition will be
accounted for as a discontinued operation in fiscal 2007.
The Company reported the completion of this sale in its Form 8-K filed on
February 21, 2007. The above-referenced Form 8-K is hereby amended to add the
pro forma financial statements required by Item 9.01(b).
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(b) Pro forma financial information:
The following unaudited pro forma consolidated financial information is being
filed herewith:
-- Pro Forma Condensed Consolidated Balance Sheet as of September 30,
2006. (UNAUDITED)
-- Pro Forma Condensed Consolidated Statement of Operations for the nine
months ended September 30, 2006. (UNAUDITED)
-- Pro Forma Condensed Consolidated Statement of Operations for the year
ended December 31, 2005. (UNAUDITED)
-- Pro Forma Condensed Consolidated Statement of Operations for the year
ended December 31, 2004. (UNAUDITED)
-- Pro Forma Condensed Consolidated Statement of Operations for the year
ended December 31, 2003. (UNAUDITED)
-- Explanations of the Pro Forma Adjustments.
The unaudited pro forma condensed consolidated balance sheet presents the
financial position of the Company as of September 30, 2006, assuming the sale of
CCI occurred on that date.
The unaudited pro forma condensed consolidated statements of operations present
the financial results from continuing operations of the Company for the nine
months ended September 30, 2006 and the years ended December 31, 2005, 2004 and
2003, assuming the sale had occurred at the beginning of each of the periods
presented.
The unaudited pro forma condensed consolidated financial statements are based on
estimates and assumptions. The Company believes that the assumptions and
estimates used in the preparation of the unaudited pro forma condensed
consolidated financial statements are reasonable. These estimates and
assumptions have been made solely for the purposes of developing these unaudited
pro forma condensed consolidated financial statements. The unaudited pro forma
condensed consolidated financial statements are presented for illustrative
purposes only and are not necessarily indicative of the financial position or
results of operations that actually would have been realized had CCI been sold
on the dates indicated above, nor is it necessarily indicative of the Company's
future financial position or results of operations.
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The unaudited pro forma condensed financial information should be read in
conjunction with the historical consolidated financial statements of the
Company, including the notes thereto.
FORWARD-LOOKING STATEMENTS
This Form 8-K contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995, including statements about the
Company's future expectations, performance, plans, and prospects, as well as
assumptions about future events. Investors are cautioned that forward-looking
statements are inherently uncertain. Actual performance and results may differ
materially from that projected or suggested herein due to certain risks and
uncertainties including, without limitation, the cyclical nature of the
recreational vehicle industry; continuation of losses; the ability of the
Company to address the effects caused by defective fiberglass material supplied
by a third party supplier; the ability of the Company's new and redesigned
product introductions to achieve market acceptance; seasonality and potential
fluctuations in the Company's operating results; any material weaknesses in the
Company's internal control over financial reporting or the failure to remediate
any of the previously disclosed material weaknesses; any failure to implement
required new or improved controls; the Company's ability to maintain its stock
exchange listing; the Company's dependence on chassis suppliers; potential
liabilities under dealer/lender repurchase agreements; competition; government
regulation; warranty claims; product liability; and dependence on certain
dealers and concentration of dealers in certain regions. Certain risks and
uncertainties that could cause actual results to differ materially from that
projected or suggested are set forth in the Company's Form 10-K and other
filings with the Securities and Exchange Commission ("SEC") and the Company's
public announcements, copies of which are available from the SEC or from the
Company upon request.
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NATIONAL R.V. HOLDINGS, INC.
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET - UNAUDITED
SEPTEMBER 30, 2006
Pro Forma
In thousands As Reported Adjustments (a) Pro Forma
----------------------------------------- -------------------
ASSETS
Current assets:
Cash and cash equivalents $ 4 $ 2 $ 5,462
(5,460) (b)
Restricted cash and cash equivalents 720 -- 720
Receivables, less $533 allowance for doubtful
accounts 21,801 13,223 8,578
Inventories 73,191 39,945 33,246
Deferred income taxes 778 473 (h) 305
Prepaid expenses 2,732 1,099 1,633
----------------------------------------- -------------------
Total current assets 99,226 49,282 49,944
Property, plant and equipment, net 38,411 12,248 26,163
Other assets 1,344 -- 1,344
----------------------------------------- -------------------
Total assets $ 138,981 $ 61,530 $ 77,451
========================================= ===================
LIABILITIES AND STOCKHOLDERS'
EQUITY
Current liabilities:
Book overdraft $ 7,086 $ 4,472 $ --
2,614 (b)
Accounts payable 34,394 18,180 9,584
6,630 (b)
Accrued expenses 23,396 13,265 10,801
(670) (c)
Line of credit 24,048 24,048 (b) --
Current portion of capital leases 62 -- 62
----------------------------------------- -------------------
Total current liabilities 88,986 68,539 20,447
Long-term accrued expenses 4,986 132 4,854
Deferred income taxes 778 473 305
Long-term portion of capital leases 136 -- 136
----------------------------------------- -------------------
Total liabilities 94,886 69,144 25,742
Stockholders' equity:
Common Stock 103 -- 103
Additional paid-in capital 38,256 -- 38,256
Retained earnings 5,736 (8,284) (d) 13,350
670 (c)
----------------------------------------- -------------------
Total stockholders' equity 44,095 (7,614) 51,709
----------------------------------------- -------------------
Total liabilities and stockholders' equity $ 138,981 $ 61,530 $ 77,451
========================================= ===================
The accompanying explanations of the pro forma adjustments are an integral part
of the unaudited pro forma condensed consolidated financial statements.
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NATIONAL R.V. HOLDINGS, INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS - UNAUDITED
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2006
Discontinued
In thousands, except per share data As Reported Operations (a) Pro Forma
---------------- ---------------- ----------------
Net sales $ 315,107 $ 185,124 $ 129,983
Cost of goods sold 309,031 172,993 136,038
---------------- --------------- ----------------
Gross profit (loss) 6,076 12,131 (6,055)
Operating expenses 20,479 9,190 11,289
---------------- --------------- ----------------
Operating (loss) income (14,403) 2,941 (17,344)
Interest expense and other income, net 1,734 65 868
801 (e)
---------------- --------------- ----------------
(Loss) income before income taxes (16,137) 2,075 (18,212)
Provision for income taxes 123 46 (f) 77
---------------- --------------- ----------------
(Loss) income from continuing operations $ (16,260) $ 2,029 $ (18,289)
================ ================ ================
Basic and diluted loss per common share from continuing
operations $ (1.57) $ (1.77)
================ ================
Weighted average number of shares:
Basic 10,339 10,339
Diluted 10,339 10,339
The accompanying explanations of the pro forma adjustments are an integral part
of the unaudited pro forma condensed consolidated financial statements.
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NATIONAL R.V. HOLDINGS, INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS - UNAUDITED
FOR THE YEAR ENDED DECEMBER 31, 2005
Discontinued
In thousands, except per share data As Reported Operations (a) Pro Forma
--------------- ---------------- -----------------
Net sales $ 463,610 $ 260,557 $ 203,053
Cost of goods sold 451,622 240,127 211,495
--------------- ---------------- -----------------
Gross profit (loss) 11,988 20,430 (8,442)
Operating expenses 30,102 12,492 17,610
--------------- ---------------- -----------------
Operating (loss) income (18,114) 7,938 (26,052)
Interest expense and other income, net 1,473 41 837
595 (e)
--------------- ---------------- -----------------
(Loss) income before income taxes (19,587) 7,302 (26,889)
Provision for income taxes 181 56 (f) 125
--------------- ---------------- -----------------
(Loss) income from continuing operations $ (19,768) $ 7,246 $ (27,014)
=============== ================ =================
Basic and diluted loss per common share from continuing
operations $ (1.91) $ (2.61)
=============== =================
Weighted average number of shares:
Basic 10,338 10,338
Diluted 10,338 10,338
The accompanying explanations of the pro forma adjustments are an integral part
of the unaudited pro forma condensed consolidated financial statements.
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NATIONAL R.V. HOLDINGS, INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS - UNAUDITED
FOR THE YEAR ENDED DECEMBER 31, 2004
Discontinued
In thousands, except per share data As Reported Operations (a) Pro Forma
---------------- --------------- ------------------
Net sales $ 436,813 $ 224,973 $ 211,840
Cost of goods sold 405,858 204,277 201,581
---------------- --------------- ------------------
Gross profit 30,955 20,696 10,259
Operating expenses 25,874 12,127 13,747
---------------- --------------- ------------------
Operating income (loss) 5,081 8,569 (3,488)
Interest expense and other income, net 237 (42) 163
116 (e)
---------------- --------------- ------------------
Income (loss) before income taxes 4,844 8,495 (3,651)
Provision for income taxes 13,161 1,395 (f) 11,766
---------------- --------------- ------------------
(Loss) income from continuing operations $ (8,317) $ 7,100 $ (15,417)
================ =============== ==================
Basic and diluted loss per common share from
continuing operations $ (0.81) $ (1.51)
================ ==================
Weighted average number of shares:
Basic 10,217 10,217
Diluted 10,217 10,217
The accompanying explanations of the pro forma adjustments are an integral part
of the unaudited pro forma condensed consolidated financial statements.
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NATIONAL R.V. HOLDINGS, INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS - UNAUDITED
FOR THE YEAR ENDED DECEMBER 31, 2003
Discontinued
In thousands, except per share data As Reported Operations (a) Pro Forma
---------------- ---------------- ------------------
Net sales $ 312,548 $ 137,900 $ 174,648
Cost of goods sold 306,333 130,673 175,660
---------------- ---------------- ------------------
Gross profit (loss) 6,215 7,227 (1,012)
Operating expenses 16,966 7,390 9,576
---------------- ---------------- ------------------
Operating loss (10,751) (163) (10,588)
Interest expense and other income, net 392 11 234
147 (e)
---------------- ---------------- ------------------
Loss before income taxes (11,143) (321) (10,822)
Benefit from income taxes (4,116) (118) (g) (3,998)
---------------- ---------------- ------------------
Loss from continuing operations $ (7,027) $ (203) $ (6,824)
================ ================ ==================
Basic and diluted loss per common share from
continuing operations $ (0.71) $ (0.69)
================ ==================
Weighted average number of shares:
Basic 9,900 9,900
Diluted 9,900 9,900
The accompanying explanations of the pro forma adjustments are an integral part
of the unaudited pro forma condensed consolidated financial statements.
EXPLANATION OF THE PRO FORMA ADJUSTMENTS
The historical condensed consolidated financial statements have been adjusted to
give effect to pro forma events that are (1) directly attributable to the sale
of CCI; (2) factually supportable; and (3) as they relate to the statements of
operations, expected to have a continuing impact on the consolidated results.
The following pro forma adjustments are included:
(a) To eliminate the financial results, assets, liabilities and retained
earnings related to the sale of CCI.
(b) To record the use of proceeds from the sale of CCI.
(c) To record estimated administrative and other costs incurred by the
Company related to the sale of CCI.
(d) To record the estimated gain on disposition.
(e) To record the adjustment of interest costs resulting from the paydown
of the line of credit with the proceeds received from the sale of CCI.
(f) To record the adjustment to income tax provision, net of a full tax
valuation reserve.
(g) To record the adjustments to income tax provision to reflect the tax
effect of the above entries.
(h) To record the elimination of CCI deferred income taxes.
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SIGNATURE
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, thereto duly authorized.
NATIONAL R.V. HOLDINGS, INC.
By: /s/ Thomas J. Martini
---------------------------------
Thomas J. Martini
Chief Financial Officer
Date: March 29, 2007
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