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Subsequent Event
3 Months Ended
Aug. 31, 2014
Subsequent Events [Abstract]  
Subsequent Event

NOTE 6 Subsequent Event

During September 2014, the Corporation decided to discontinue its recreational vehicle operations. As a result, on October 7, 2014, the Corporation completed the sale of certain assets associated with its recreational vehicle segment (the “Transaction”) to Evergreen Recreational Vehicles, LLC (“ERV”). The Transaction was completed pursuant to the terms of an Asset Purchase Agreement entered into between the Corporation and ERV on October 7, 2014, as well as the terms of a Real Property Purchase Agreement entered into on that same date between the Corporation and an affiliate of ERV, Skyline RE Holding LLC (which, collectively with ERV, is referred to herein as “Evergreen”). The assets of the recreational vehicle segment disposed of in the Transaction include, but not are limited to:

 

    A recreational vehicle manufacturing facility consisting of approximately 135,000 square feet situated on 18.2 acres located in Bristol, Indiana;

 

    Intellectual properties such as trademarks, licenses, and product designs associated with the recreational vehicle segment;

 

    Furniture, machinery, software, and equipment;

 

    Raw material, work-in-process, and finished goods inventories;

 

    Product designs, plans, and specifications;

 

    Customer purchase orders and contracts, customer lists, and supplier lists; and

 

    All of the Corporation’s rights to the exhibit space at the 2014 RVIA Louisville Show and related show materials (although the Corporation will retain approximately 4,500 square feet of show space for its own use).

The amount and nature of the consideration received by the Corporation for the assets sold include:

 

    A cash payment of $175,000;

 

    A separate cash payment of approximately $806,000, less prorated property taxes of approximately $73,000 and selling expenses of approximately $2,000, for the Bristol, Indiana manufacturing facility;

 

    Within 30 days of the closing date of October 7, 2014 (the “Closing Date”), Evergreen will pay the Corporation a cash payment for the 2014 RVIA Louisville Show space (less the retained 4,500 square feet) at the per square foot lease rate paid by the Corporation for the space;

 

    For six months following the Closing Date, Evergreen will pay the Corporation 50 percent of the Corporation’s cost for raw materials inventory purchased by the Corporation prior to the Closing Date within 10 days of Evergreen’s use of the raw material. After six months following the Closing Date, the Corporation will have the right to remove any remaining materials inventory from Evergreen’s possession; and

 

    Evergreen will pay the Corporation 50 percent of the Corporation’s dealer invoice price for all finished goods inventory existing prior to the Closing Date which is sold after the Closing Date within 10 business days of any sale.

In addition, under the Asset Purchase Agreement Evergreen will not assume or agree to pay, perform, or discharge any of the Corporation’s liabilities or obligations, which will remain the liabilities and obligations of the Corporation.

The Bristol facility, and assets other than raw material and finished goods inventories, were sold at approximately net book value. Evergreen has the right, but not the obligation, to purchase the raw material inventory at 50 percent of the Corporation’s cost of approximately $1,600,000.

 

There can be no assurances as to how much, if any, of the raw material inventory Evergreen will purchase. Consequently, the Corporation anticipates taking a charge in the second quarter reflecting the approximate $800,000 reduction in value of the raw material inventory plus an amount that has not yet been ascertained for any raw material inventory not purchased by Evergreen. Management is in the process of determining the financial impact of other aspects of the Transaction on the Corporation’s results of operations for the second quarter. There may be additional charges that could be material related to the discontinued operations of the recreational vehicle segment disposed of in the Transaction.