-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NaDmcPbS8HnhM/PRaWZcUZU/cwFfpvZOLwifQDG7CQKoVVYmkbWKDlZjTidDIh/w sl4kEWSmuRRAXFej0CAGAw== 0000950152-97-004475.txt : 19970616 0000950152-97-004475.hdr.sgml : 19970616 ACCESSION NUMBER: 0000950152-97-004475 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970430 FILED AS OF DATE: 19970613 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: THOR INDUSTRIES INC CENTRAL INDEX KEY: 0000730263 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR HOMES [3716] IRS NUMBER: 930768752 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-09235 FILM NUMBER: 97623460 BUSINESS ADDRESS: STREET 1: 419 W PIKE ST CITY: JACKSON CENTER STATE: OH ZIP: 45334 BUSINESS PHONE: 5135966849 MAIL ADDRESS: STREET 1: 419 W PIKE STREET CITY: JACKSON CENTER STATE: OH ZIP: 45334 10-Q 1 THOR INDUSTRIES FORM 10-Q 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR QUARTER ENDED April 30, 1997 COMMISSION FILE NUMBER 1-9235 --------------- ---------- THOR INDUSTRIES, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 93-0768752 ------------------------------- ------------------ (State of other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 419 West Pike Street, Jackson Center, OH 45334-0629 ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (937) 596-6849 - --------------------------------------------------- -------------- Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ------------ ------------- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding at 4/30/97 ----- ---------------------- Common stock, par value 8,143,489 shares $.10 per share 2 THOR INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS --------------------------- ASSETS ------
(Unaudited) ----------- April 30, 1997 July 31, 1996 -------------- ------------- Current assets: Cash and cash equivalents $ 10,187,923 $ 13,061,981 Accounts receivable: Trade 50,906,526 48,962,786 Other 894,955 811,173 Inventories 57,358,289 63,493,523 Prepaid expenses 3,790,487 3,706,461 ------------- ------------- Total current assets 123,138,180 130,035,924 ------------- ------------- Property: Land 1,251,045 1,212,024 Buildings and improvements 12,313,276 11,978,857 Machinery and equipment 14,735,127 15,182,013 ------------- ------------- Total cost 28,299,448 28,372,894 Accumulated depreciation and amortization 11,838,197 11,167,142 ------------- ------------- Property, net 16,461,251 17,205,752 ------------- ------------- Other assets: Goodwill 14,697,547 15,175,617 Non compete 4,190,792 4,912,964 Trademarks 2,614,831 2,858,835 Investment Joint Ventures 3,263,443 3,565,742 Dealer Network 13,578 137,328 Organization Costs 221,669 299,028 Notes Receivable 529,051 553,841 Other 1,366,146 1,139,429 ------------- ------------- Total other assets 26,897,057 28,642,784 ------------- ------------- TOTAL ASSETS $ 166,496,488 $ 175,884,460 ============= ============= LIABILITIES AND STOCKHOLDERS' EQUITY ------------------------------------ Current liabilities: Accounts payable $ 30,461,205 $ 27,901,604 Line of Credit -- 6,515,000 Accrued liabilities: Taxes 244,918 -- Compensation and related items 8,068,847 11,704,885 Product warranties 6,622,171 6,345,670 Other 3,560,983 2,587,027 ------------- ------------- Total current liabilities 48,958,124 55,054,186 ------------- ------------- Other liabilities 1,002,958 1,672,041 Stockholders' equity: Common stock - authorized 10,000,000 shares; issued 9,099,247 shares @ 4/30/97 and 9,099,247 shares @ 7/31/96; par value of $.10 per share 909,925 909,925 Additional paid in capital 25,105,120 25,105,120 Foreign currency translation (698,714) (641,856) Retained earnings 110,595,323 99,600,240 Cost of treasury shares 955,758 shares @ 4/30/97; 412,439 shares @ 7/31/96 (19,376,248) (5,815,196) ------------- ------------- Total stockholders' equity 116,535,406 119,158,233 ------------- ------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 166,496,488 $ 175,884,460 ============= =============
See notes to consolidated financial statements 3 THOR INDUSTRIES, INC. AND SUBSIDIARIES STATEMENTS OF CONSOLIDATED INCOME FOR THE THREE MONTHS AND NINE MONTHS ENDED APRIL 30, 1997 AND 1996 ------------------------------------------------------------------
THREE MONTHS ENDED APRIL 30 NINE MONTHS ENDED APRIL 30 --------------------------- -------------------------- 1997 1996 1997 1996 ---- ---- ---- ---- Net sales $169,329,069 $169,174,078 $443,350,957 $440,474,240 Cost of products sold 151,109,882 151,361,505 396,434,570 393,786,759 ------------ ------------ ------------ ------------ Gross profit 18,219,187 17,812,573 46,916,387 46,687,481 Selling, general, and administrative expenses 9,788,763 10,188,531 25,425,562 27,085,403 Amortization - Intangibles 522,626 716,374 1,592,877 2,149,123 ------------ ------------ ------------ ------------ Operating income 7,907,798 6,907,668 19,897,948 17,452,955 Interest income 173,049 192,097 608,068 688,669 Interest expense (86,170) (171,389) (608,103) (421,480) Other expense (180,176) (118,182) (10,978) (27,005) ------------ ------------ ------------ ------------ Income before income taxes 7,814,501 6,810,194 19,886,935 17,693,139 Provision for income taxes 3,204,500 2,807,666 8,142,638 7,313,915 ------------ ------------ ------------ ------------ Net income $ 4,610,001 $ 4,002,528 $ 11,744,297 $ 10,379,224 ============ ============ ============ ============ AVERAGE COMMON SHARES OUTSTANDING 8,143,489 8,758,944 8,360,174 8,850,910 ------------ ------------ ------------ ------------ EARNINGS PER COMMON SHARE $.57 $.46 $1.40 $1.17 ==== ==== ===== ===== DIVIDENDS PAID PER COMMON SHARE $.03 $.03 $ .09 $.09 ==== ==== ===== ====
See notes to consolidated financial statements 4 THOR INDUSTRIES, INC. AND SUBSIDIARIES STATEMENTS OF CONSOLIDATED CASH FLOWS FOR THE NINE MONTHS ENDED APRIL 30, 1997 AND 1996 -------------------------------------------------
(Unaudited) ----------- 1997 1996 ---- ---- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 11,744,297 $ 10,379,224 Adjustments to reconcile net income to net cash used in operating activities: Depreciation 1,775,249 1,690,318 Amortization 1,592,877 2,149,123 Changes in non cash assets and liabilities - ------------------------------------------ Accounts receivable (2,027,522) (9,624,496) Inventories 6,135,234 525,546 Prepaid expenses and other (8,535) (789,322) Accounts payable 2,559,601 2,667,777 Accrued liabilities (2,809,746) (2,861,097) ------------ ------------ Net cash provided by operating activities 18,961,455 4,137,073 - ----------------------------------------- ------------ ------------ CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property, plant & equipment (1,255,188) (3,322,370) Disposals of property, plant & equipment 301,799 33,632 Investment in leasing joint venture -- (2,300,000) ------------ ------------ Net cash used in investing activities (953,389) (5,588,738) - ------------------------------------- ------------ ------------ CASH FLOWS FROM FINANCING ACTIVITIES: Cash dividends (749,214) (800,280) Net proceeds from (payments of) notes payable (6,515,000) 3,300,000 Purchase of treasury stock (13,561,052) (3,890,737) Net cash used in financing activities (20,825,266) (1,391,017) - ------------------------------------- ------------ ------------ EFFECT OF EXCHANGE RATE CHANGES ON CASH (56,858) 121,616 ------------ ------------ Net decrease in cash and equivalents (2,874,058) (2,721,066) Cash and equivalents, beginning of year 13,061,981 6,820,796 ------------ ------------ CASH AND EQUIVALENTS, END OF PERIOD $ 10,187,923 $ 4,099,730 ============ ============ SUPPLEMENTAL CASH FLOW INFORMATION: Income taxes paid $ 6,830,459 $ 7,283,250 Interest paid 608,103 421,480
See notes to consolidated financial statements 5 MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF - ------------------------------------------------------------------------ OPERATIONS - ---------- Quarter Ended April 30, 1997 vs. Quarter Ended April 30, 1996 - ------------------------------------------------------------- Net sales for the third quarter totaled $169,329,069 versus $169,174,078 in the same period last year. Income before income taxes was $7,814,501 compared to $6,810,194 in the same period last year. This increase was primarily due to reduction in selling, general and administrative expenses, and amortization of intangibles. In general, the Company did not adjust its sales prices during the third quarter of fiscal 1997. Recreation vehicle revenues of $136,070,277 were 4.9% lower than last year and were 80.4% of total company revenues compared to 84.6% last year. Bus revenues of $33,258,792 were 27.7% higher than last year and were 19.6% of total company revenues compared to 15.4% last year. Manufacturing gross profit was 10.8% of sales compared to 10.5% last year. Operating income totaled $7,907,798, up 14.5% from $6,907,668 in the same period last year. Selling, general and administrative expenses and amortization of intangibles decreased to $10,311,389, 6.1% of sales, from $10,904,905, 6.4% of sales. Interest income decreased by $19,048 and interest expense decreased by $85,219. The combined income tax rate was 41.0% compared to 41.2% last year. Nine Months Ended April 30, 1997 vs. Nine Months Ended April 30, 1996 - --------------------------------------------------------------------- Net sales for the nine months totaled $443,350,957, up .7% from $440,474,240 in the same period last year. Income before income taxes was $19,886,935 compared to $17,693,139 in the same period last year. This increase was due primarily to reduction in selling, general and administrative expenses and amortization of intangibles. Recreation vehicle revenues of $342,462,345 were 5.8% lower than last year and were 77.2% of total company revenues compared to 82.6% last year. Bus revenues of $100,888,612 were 31.4% higher than last year and were 22.8% of total company revenues compared to 17.4% last year. Manufacturing gross profit was 10.6% of sales in the current and prior year. Operating income totaled $19,897,948, up 14.0% from $17,452,955 in the same period last year. Selling, general and administrative expenses and amortization of intangibles decreased to $27,018,439, 6.1% of sales, from $29,234,526, 6.6% of sales. An adjustment to deferred compensation in the first quarter of fiscal 1997 accounted for $669,000 reduction in administrative expense. Interest income decreased by $80,601 and interest expense increased by $186,623. This increase in interest expense was due primarily to additional borrowings for the purchase of 543,319 shares of treasury stock. The combined income tax rate was 40.9% compared to 41.3% last year. Financial Condition and Liquidity - --------------------------------- As of April 30, 1997, Thor had $10,187,923 in cash and cash equivalents, compared to $13,061,981 on July 31, 1996. Working capital at April 30, 1997 was $74,180,056 compared to $74,981,738 at July 31, 1996. Inventory valued at current cost at April 30, 1997 exceeded the LIFO inventory by $3,221,202. On April 30, 1997, the Company had a $30,000,000 revolving line of credit with Harris Trust and Savings Bank and Bank One. There were no borrowings at April 30, 1997. The loan agreement contains certain covenants, including restrictions on additional indebtedness, and the Company must maintain certain financial ratios. The line of credit bears interest at negotiated rates below prime and expires on November 30, 1997. The Company had no long term debt as of April 30, 1997. Amortization of intangibles decreased from $2,149,123 through April 30, 1996 to $1,592,877 through April 30, 1997 due to certain intangibles being fully amortized. During the nine months of fiscal 1997, Thor purchased 543,319 shares of its common stock, increasing treasury stock by $13,561,052. The Company believes internally generated funds and the revolving credit agreement already in place will be sufficient to meet current operating needs and anticipated capital requirements. The Company does not anticipate significant capital expenditures for fiscal 1997. 6 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ------------------------------------------ 1. The accompanying consolidated financial statements, which are unaudited, reflect all adjustments consisting of only normal recurring adjustments, which are, in the opinion of management, necessary to present fairly the consolidated operating results for such unaudited periods. 2. Major classifications of inventories are:
(Unaudited) ----------- April 30, 1997 July 31, 1996 -------------- ------------- Raw materials $38,388,824 $47,181,909 Work in process 12,069,629 12,400,652 Finished goods 10,121,038 6,529,164 ----------- ----------- Total 60,579,491 66,111,725 Less excess of FIFO costs over LIFO costs 3,221,202 2,618,202 ----------- ----------- Total inventories $57,358,289 $63,493,523 =========== ===========
3. In February 1997, the FASB issued SFAS No. 128 "Earnings per Share". This Statement modifies the standards for computing earnings per share and replaces the presentation of primary earnings per share (EPS) with a presentation of basic EPS. The Statement is effective for financial statements issued after December 15, 1997. The Corporation has not adopted SFAS 128 in its April 30, 1997 consolidated financial statements and has not yet determined what effect its adoption will have on subsequently filed consolidated financial statements. PART II No Reports 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 thereunto duly authorized. THOR INDUSTRIES, INC. (Registrant) DATE 6/12/97 /s/ Wade F. B. Thompson ------------------ ------------------------------------- Wade F. B. Thompson, Chairman of the Board, President and Chief Executive Officer DATE 6/12/97 /s/ Walter L. Bennett ------------------ ------------------------------------- Walter L. Bennett, Senior Vice President, Secretary (Chief Accounting Officer) EX-27 2 EXHIBIT 27
5 9-MOS JUL-31-1997 APR-30-1997 10,187,923 0 51,801,481 0 57,358,289 123,138,180 28,299,448 11,838,197 166,496,488 48,958,124 0 909,925 0 0 115,625,481 166,496,488 443,350,957 443,350,957 396,434,570 423,453,009 10,978 0 608,103 19,886,935 8,142,638 11,744,297 0 0 0 11,744,297 1.40 0
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