10-K 1 d554675d10k.htm FORM 10-K Form 10-K
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

 

 

FORM 10-K

 

 

(Mark one)

þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended July 31, 2013, Commission File Number 1-9235

or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from            to

Commission file number 1-9235

THOR INDUSTRIES, INC.

 

 

(Exact name of registrant as specified in its charter)

 

Delaware      93-0768752

(State or other jurisdiction of

incorporation or organization)

    

(I.R.S. Employer

Identification Number)

601 East Beardsley Ave., Elkhart, IN      46514-3305
(Address of principal executive offices)      (Zip Code)

Registrant’s telephone number, including area code: (574) 970-7460

Securities registered pursuant to Section 12(b) of the Exchange Act:

 

Title of each class:

 

Name of each exchange on which registered:

Common Stock (par value $.10 per share)

 

New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Exchange Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes  þ    No  ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes  ¨    No  þ

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 the filing requirements for the past 90 days.    Yes  þ    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  þ    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    Yes  ¨    No  þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions, of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated Filer  þ

    

Accelerated Filer  ¨

Non-accelerated filer ¨    (Do not check if a smaller reporting company)

    

Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 126-2 of the Exchange Act.)

Yes  ¨    No  þ

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of January 31, 2013 was $1,597,873,332 based on the closing price of the registrant’s common shares on January 31, 2013, the last business day of the registrant’s most recently completed second fiscal quarter. Solely for the purpose of this calculation and for no other purpose, the non-affiliates of the registrant are assumed to be all shareholders of the registrant other than (i) directors of the registrant (ii) current executive officers of the registrant who are identified as “named executive officers” pursuant to Item 11 of the registrant’s Form 10-K for the fiscal year ended July 31, 2012 and (iii) any shareholder that beneficially owns 10% or more of the registrant’s common stock. Such exclusion is not intended, nor shall it be deemed, to be an admission that such persons are affiliates of the registrant. The number of common shares of registrant’s stock outstanding as of September 13, 2013 was 53,186,093.

Documents incorporated by reference:

Portions of the Proxy Statement for the Annual Meeting of Stockholders to be held on December 10, 2013 are incorporated by reference in Part III of this Annual Report on Form 10-K.

 

 

 


Table of Contents

TABLE OF CONTENTS

 

 

  PART I

         
 

ITEM 1.

  BUSINESS      1      
 

ITEM 1A.

  RISK FACTORS      6      
 

ITEM 1B.

  UNRESOLVED STAFF COMMENTS      10      
 

ITEM 2.

  PROPERTIES      11      
 

ITEM 3.

  LEGAL PROCEEDINGS      12      
 

ITEM 4.

  MINE SAFETY DISCLOSURES      12      

  PART II

         
 

ITEM 5.

  MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES      13      
 

ITEM 6.

  SELECTED FINANCIAL DATA      14      
 

ITEM 7.

  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS      15      
 

ITEM 7A.

  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK      32      
 

ITEM 8.

  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA — SEE ITEM 15      33      
 

ITEM 9.

  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE      34      
 

ITEM 9A.

  CONTROLS AND PROCEDURES      34      
 

ITEM 9B.

  OTHER INFORMATION      35      

  PART III

         
 

ITEM 10.

  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE      36      
 

ITEM 11.

  EXECUTIVE COMPENSATION      36      
 

ITEM 12.

  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS      36      
 

ITEM 13.

  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE      37      
 

ITEM 14.

  PRINCIPAL ACCOUNTANT FEES AND SERVICES      37      

  PART IV

         
 

ITEM 15.

  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES      38      

SIGNATURES

         41      

EX-21.1

         

EX-23.1

         

EX-31.1

         

EX-31.2

         

EX-32.1

         

EX-32.2

         

 

ii


Table of Contents

PART I

Unless otherwise indicated, all dollar amounts are presented in thousands except per share data.

ITEM  1. BUSINESS

The following discussion of our business solely relates to ongoing operations.

General Development of Business

Our company was founded in 1980 and manufactures and sells a wide range of recreational vehicles in the United States and Canada. We are incorporated in Delaware and are the successor to a corporation of the same name which was incorporated in Nevada on July 29, 1980. Our principal executive office is located at 601 East Beardsley Avenue, Elkhart, Indiana 46514 and our telephone number is (574) 970-7460. Our Internet address is www.thorindustries.com. We maintain copies of our recent filings with the Securities and Exchange Commission (“SEC”), available free of charge, on our web site. Unless the context otherwise requires or indicates, all references to “Thor”, the “Company”, “we”, “our” and “us” refer to Thor Industries, Inc. and its subsidiaries.

Our principal recreational vehicle operating subsidiaries are Airstream, Inc. (Airstream), CrossRoads RV (CrossRoads), Dutchmen Manufacturing, Inc. (Dutchmen), Thor Motor Coach, Inc. (Thor Motor Coach), Keystone RV Company (Keystone) and Heartland Recreational Vehicles, LLC (Heartland).

On September 16, 2010, we acquired 100% of Towable Holdings, Inc., the parent company of Heartland Recreational Vehicles, LLC (“Heartland”) pursuant to a stock purchase agreement for $99,732 in cash and 4,300,000 shares of our common stock. Heartland is located in Elkhart, Indiana and is a major manufacturer of towable recreational vehicles. Heartland is included in our Towables reportable segment.

On June 3, 2013, Thor Wakarusa, LLC, a wholly-owned subsidiary of Thor, purchased a recreational vehicle production campus in Wakarusa, Indiana for $5,819. The purchase included land and production facilities, comprised of approximately one million square feet of total production space on more than 150 acres, along with certain related equipment, including more than 35 paint booths specifically designed for painting recreational vehicles. The Company plans to use the facilities for motorized recreational vehicle production to better meet current and expected demand, and to vertically integrate certain paint operations through one of its towable recreational vehicle subsidiaries.

Subsequent to our year end, on August 30, 2013, the Company acquired the assets of recreational vehicle manufacturer Livin’ Lite, located in Wakarusa, Indiana, through a wholly-owned subsidiary for cash consideration of approximately $18,000, subject to working capital adjustments. The Company purchased the assets to expand its recreational vehicle market share and complement its existing brands with Livin’ Lite’s advanced lightweight product offerings. Under our ownership, Livin’ Lite will continue as an independent operation in the same manner as our existing recreational vehicle subsidiaries.

Discontinued Operations

On July 31, 2013, we entered a definitive Stock Purchase Agreement to sell our bus business to Allied Specialty Vehicles, Inc. (“ASV”) for $100 million in cash, subject to closing adjustments including working capital changes from April 30, 2013 until closing. The sale is subject to customary closing conditions and is expected to be completed by November 1, 2013. Thor’s bus business includes Champion Bus, Inc., General Coach America, Inc., Goshen Coach, Inc., El Dorado National California, Inc., and El Dorado National Kansas, Inc. As a result of our plan to divest the bus business, the assets and liabilities of the bus business are reported as assets or liabilities of discontinued operations in the Consolidated Balance Sheet as of July 31, 2013 and the results of operations as income from discontinued operations, net of income taxes on the Consolidated Statements of Income and Comprehensive Income for the years ended July 31, 2013, 2012, and 2011. Discontinued operations also reflect the results of the ambulance product line, through the date of its sale on April 30, 2013. See Note 3, “Discontinued Operations,” in the Notes to the Consolidated Financial Statements for further information.

Recreational Vehicles

Thor is one of the largest unit and revenue manufacturers of recreational vehicles (“RVs”) in North America based on retail statistics published by Statistical Surveys, Inc. and other reported data.

Airstream

Our Airstream subsidiary manufactures and sells premium quality travel trailers and motorhomes. Airstream vehicles are distinguished by their rounded shape and bright aluminum finish and, in our opinion, constitute the most recognized product in the recreational vehicle industry. Airstream manufactures and sells travel trailers under the trade names Airstream International, Classic Limited, Sport, Flying Cloud, Land Yacht and Eddie Bauer. Airstream also sells the Interstate Class B motorhome.

 

1


Table of Contents

CrossRoads

Our CrossRoads subsidiary manufactures and sells conventional travel trailers and fifth wheels under the trade names Cruiser, Rushmore, Zinger, Elevation, and Sunset Trail and luxury fifth wheels under the trade name Redwood.

Dutchmen

Our Dutchmen subsidiary manufactures and sells conventional travel trailers, fifth wheels and park models primarily under the trade names Dutchmen, Aerolite, Kodiak, Denali, Komfort, Voltage, Aspen Trail, Coleman and Infinity.

Thor Motor Coach

Thor Motor Coach manufactures and sells gasoline and diesel Class A and Class C motorhomes. Its products are sold under trade names such as Four Winds, Hurricane, Windsport, Chateau, Daybreak, Challenger, Tuscany, Outlaw, Palazzo and A.C.E.

Keystone

Our Keystone subsidiary manufactures and sells conventional travel trailers and fifth wheels under trade names such as Montana, Springdale, Hornet, Sprinter, Outback, Laredo, Alpine, Bullet, Fuzion, Raptor, Passport and Cougar.

Heartland

Our Heartland subsidiary manufactures and sells conventional travel trailers and fifth wheels under trade names such as Landmark, Bighorn, Sundance, Elk Ridge, Trail Runner, Cyclone, Prowler and Wilderness.

Product Line Sales and Segment Information

We have two reportable segments: 1) towable recreational vehicles and 2) motorized recreational vehicles. The towable recreational vehicle reportable segment consists of product lines from the following operating segments that have been aggregated: Airstream, CrossRoads, Dutchmen, Heartland (since its acquisition on September 16, 2010) and Keystone. The motorized recreational vehicle reportable segment consists of product lines from the following operating segments that have been aggregated: Airstream and Thor Motor Coach.

The table below sets forth the contribution of each of the Company’s segments to net sales in each of the last three fiscal years:

 

     2013
      Amount      
           %            2012
      Amount      
           %            2011
      Amount      
           %        

Recreational Vehicles:

                 

Towables

    $ 2,650,253         82        $ 2,285,863         87        $ 1,977,416         84   

Motorized

     591,542         18         353,935         13         363,026         16   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Net Sales

    $ 3,241,795         100        $ 2,639,798         100        $ 2,340,442         100   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Recreational Vehicles

Overview

We manufacture and sell a wide variety of recreational vehicles throughout the United States and Canada, as well as related parts and accessories. Recreational vehicle classifications are based upon standards established by the Recreation Vehicle Industry Association (“RVIA”) and park model classifications are based upon standards established by the Recreation Park Trailer Industry Association (“RPTIA”). The principal types of recreational vehicles that we produce include conventional travel trailers, fifth wheels, park models, and Class A, Class C and Class B motorhomes.

Travel trailers are non-motorized vehicles which are designed to be towed by passenger automobiles, pickup trucks, SUVs or vans. Travel trailers provide comfortable, self-contained living facilities for camping and vacationing purposes. We produce “conventional” and “fifth wheel” travel trailers. Conventional trailers are towed by means of a frame hitch attached to the towing vehicle. Fifth wheel trailers, designed to be towed by pickup trucks, are constructed with a raised forward section that is attached to a receiver in the bed area of the pickup truck.

Park models are recreational dwellings towed to a permanent site such as a lake, woods or park. The maximum size of park models in the United States is 400 square feet. They provide comfortable self-contained living and are second homes for their owners, according to RPTIA.

 

2


Table of Contents

A motorhome is a self-powered vehicle built on a motor vehicle chassis. Motorhomes are self-contained with their own lighting, heating, cooking, refrigeration, sewage holding and water storage facilities, so that they can be lived in without being attached to utilities.

Class A motorhomes, constructed on medium-duty truck chassis, are supplied complete with engine and drivetrain components by motor vehicle manufacturers such as Ford and Freightliner. We design, manufacture and install the living area and driver’s compartment of Class A motorhomes. Class C and Class B motorhomes are built on a Ford, General Motors or Mercedes Benz small truck or van chassis which includes an engine, drivetrain components and a finished cab section. We construct a living area which has access to the driver’s compartment and attaches to the cab section. Although they are not designed for permanent or semi-permanent living, motorhomes can provide comfortable living facilities for camping and vacationing purposes.

Production

In order to minimize finished inventory, our recreational vehicles generally are produced to dealer order. Our facilities are designed to provide efficient assembly line manufacturing of products. Capacity increases can be achieved at relatively low cost, largely by increasing the number of production employees or by acquiring or leasing additional facilities and equipment.

We purchase in finished form many of the components used in the production of our recreational vehicles. The principal raw materials used in the manufacturing processes for motorhomes and travel trailers are aluminum, lumber, plywood, plastic, fiberglass and steel purchased from numerous suppliers. We believe that, except for chassis and key towable RV components sourced from a major supplier, Drew Industries, Inc. (“Drew”), substitute sources for raw materials and components are available with no material impact on our operations.

Our relationship with our chassis suppliers is similar to our other vendor relationships in that no long-term contractual commitments are engaged in by either party. Historically, Ford and General Motors resort to an industry-wide allocation system during periods when chassis supply is restricted. These allocations are based on the volume of chassis previously purchased. Sales of motorhomes rely on these chassis and are affected accordingly. Recent limitations in the availability of certain motorhome chassis have hindered our ability to increase production levels and are anticipated to continue at least through early calendar year 2014. To date, we have not experienced any unusual cost increases from our chassis suppliers.

Generally, all of our operating subsidiaries introduce new or improved lines or models of recreational vehicles each year. Changes typically include new sizes and floor plans, different decors or design features and engineering improvements.

Seasonality

Since recreational vehicles are used primarily by vacationers and campers, our recreational vehicle sales are seasonal and, in most geographical areas, tend to be significantly lower during the winter months than in other periods. As a result, recreational vehicle sales are historically lowest during our second fiscal quarter, which ends on January 31 of each year.

Marketing and Distribution

We market our recreational vehicles through independent dealers located throughout the United States and Canada. Each of our recreational vehicle operating subsidiaries maintains its own dealer organization, with some dealers carrying more than one of our product lines. As of July 31, 2013, there were approximately 1,900 dealerships carrying our products in the U.S. and Canada. We believe that close working relationships between our management and sales personnel and the many independent dealers we work with provide us with valuable information on customer preferences and the quality and marketability of our products. Additionally, by maintaining substantially separate dealer networks for each of our subsidiaries, our products are targeted to be competing against competitors’ products in similar price ranges rather than against our other products. Park models are typically sold by park model dealers as well as by some travel trailer dealers.

Each of our recreational vehicle operating subsidiaries has an independent sales force to call on their dealers. Our most important sales promotions occur at the major recreational vehicle shows which take place throughout the year at different locations across the country. We benefit from the recreational vehicle awareness advertising and major marketing programs sponsored by the RVIA in national print media and television. We engage in a limited amount of consumer-oriented advertising for our recreational vehicles, primarily through industry magazines, product brochures, direct mail advertising campaigns and the internet.

In our selection of individual dealers, we emphasize the dealer’s ability to maintain a sufficient inventory of our products, as well as their financial stability, credit worthiness, reputation, experience and ability to provide service. Many of our dealers carry the recreational vehicle lines of one or more of our competitors. Generally, each of our operating subsidiaries has sales agreements with their dealers and these agreements are subject to annual review.

 

3


Table of Contents

During fiscal 2013, 2012 and 2011, one of our dealers, FreedomRoads, LLC, accounted for 17%, 14% and 14% of our continuing consolidated net sales, respectively. This dealer also accounted for 24% of the Company’s continuing consolidated trade accounts receivable at July 31, 2013 and 23% at July 31, 2012.

We generally do not finance dealer purchases. Most dealers are financed on a “floor plan” basis by an unrelated bank or financing company which lends the dealer all or substantially all of the wholesale purchase price and retains a security interest in the vehicles purchased. As is customary in the recreational vehicle industry, we will execute a repurchase agreement with a lending institution financing a dealer’s purchase of our products upon the lending institution’s request. Repurchase agreements provide that, for a period of up to 18 months after a unit is financed, and in the event of default by the dealer and notification from the lending institution of the dealer default, we will repurchase all the dealer units repossessed by the lending institution for the amount then due, which is often less than 100% of the dealer’s cost. The risk of loss under repurchase agreements is spread over numerous dealers and is further reduced by the resale value of the units which we would be required to repurchase. We believe that any future losses under these agreements would not have a material adverse effect on our Company. The losses incurred due to repurchase were $906, $360 and $853 in fiscal 2013, 2012 and 2011, respectively.

Backlog

As of July 31, 2013, the backlog for towable and motorized recreational vehicle orders was $228,416 and $213,116, respectively, compared to $224,603 and $110,757, respectively, at July 31, 2012. Backlog represents unfilled dealer orders on a particular day which can and do fluctuate on a seasonal basis. In the recreational vehicle business our manufacturing time is relatively short. The existing backlog of towable and motorized recreational vehicles is expected to be filled in fiscal 2014.

Historically, the amount of our current backlog compared to our backlog in previous periods reflects general economic and industry conditions and, together with other relevant factors such as continued acceptance of our products by the consumer, may be an indicator of our revenues in the near term.

Product Warranties

We generally provide retail purchasers of our recreational vehicles with a one-year limited warranty against defects in materials and workmanship and a standard two-year limited warranty on certain major components separately warranted by the suppliers of these components. The chassis and engines of our motorhomes are warranted for three years or 36,000 miles by their manufacturers.

Regulation

We are subject to the provisions of the National Traffic and Motor Vehicle Safety Act (“NTMVSA”) and the safety standards for recreational vehicles and recreational vehicle components which have been promulgated thereunder by the U.S. Department of Transportation. Because of our sales in Canada, we are also governed by similar laws and regulations issued by the Canadian government.

We are a member of the RVIA, a voluntary association of recreational vehicle manufacturers which promulgates recreational vehicle safety standards. We place an RVIA seal on each of our recreational vehicles to certify that the RVIA’s standards have been met.

Both federal and state authorities have various environmental control standards relating to air, water and noise pollution which affect our business and operations. For example, these standards, which are generally applicable to all companies, control our choice of paints, discharge of air compressor, waste water and noise emitted by our factories. We rely upon certifications obtained by chassis manufacturers with respect to compliance by our vehicles with all applicable emission control standards.

We are also subject to the regulations promulgated by the Occupational Safety and Health Administration (“OSHA”). Our plants are periodically inspected by federal agencies concerned with health and safety in the work place, and by the RVIA, to ensure that our plants and products comply with applicable governmental and industry standards.

We believe that our products and facilities comply in all material respects with applicable vehicle safety, environmental, RVIA and OSHA regulations.

We do not believe that ongoing compliance with the regulations discussed above will have a material effect on our capital expenditures, earnings or competitive position.

 

4


Table of Contents

Competition

The recreational vehicle industry is generally characterized by ease of entry, although the codes, standards and safety requirements introduced in recent years are a deterrent to new competitors. The need to develop an effective dealer network also acts as a barrier to entry. The recreational vehicle market is intensely competitive with a number of other manufacturers selling products which compete directly with our products. Competition in the recreational vehicle industry is based upon price, design, value, quality and service. We believe that the quality, design and price of our products and the warranty coverage and service that we provide allow us to compete favorably for retail purchasers of recreational vehicles. There are approximately 70 RV manufacturers in the U.S. and Canada.

Our primary competitors within the towables segment include Forest River, Inc. and Jayco, Inc. while our primary competitors within the motorized segment are Winnebago Industries, Inc. and Forest River, Inc. We estimate that we are one of the largest recreational vehicle manufacturers in terms of units produced and revenue. According to Statistical Surveys, Inc., for the six months ended June 30, 2013 our U.S. market share for travel trailers and fifth wheels is approximately 37% and our U.S. market share for motorhomes is approximately 25%.

Trademarks and Patents

We have registered United States trademarks, Canadian trademarks, certain international trademarks and licenses carrying the principal trade names and model lines under which our products are marketed. We hold and protect certain patents related to our business. We are not dependent upon any patents or technology licenses of others for the conduct of our business.

Employee Relations

At July 31, 2013, our continuing operations employed approximately 8,300 full-time employees in the United States, of which approximately 940 were salaried. None of our employees are represented by certified labor organizations. We believe that we maintain a good working relationship with our employees.

Information about Foreign and Domestic Operations and Export Sales

Export sales, primarily to Canada, from our continuing U.S. operations were $537,374, $456,073 and $428,907 in fiscal 2013, 2012 and 2011, respectively.

Forward Looking Statements

This Annual Report on Form 10-K includes certain statements that are “forward looking” statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward looking statements are made based on management’s current expectations and beliefs regarding future and anticipated developments and their effects upon Thor Industries, Inc., and inherently involve uncertainties and risks. These forward looking statements are not a guarantee of future performance. There can be no assurance that actual results will not differ from our expectations. Factors which could cause materially different results include, among others, price fluctuations, material or chassis supply restrictions, legislative and regulatory developments, the costs of compliance with increased governmental regulation, legal issues, the potential impact of increased tax burdens on our dealers and retail consumers, lower consumer confidence and the level of discretionary consumer spending, interest rate fluctuations, restrictive lending practices, recent management changes, the success of new product introductions, the pace of acquisitions, the impact of the divestiture of the Company’s bus businesses, asset impairment charges, cost structure improvements, competition and general economic, market and political conditions and the other risks and uncertainties discussed more fully in ITEM 1A. RISK FACTORS below. We disclaim any obligation or undertaking to disseminate any updates or revisions to any forward looking statements contained in this Annual Report on Form 10-K or to reflect any change in our expectations after the date of this Annual Report on Form 10-K or any change in events, conditions or circumstances on which any statement is based, except as required by law.

Available Information

Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports and the Proxy Statement for our Annual Meeting of Stockholders are made available, free of charge, on our website, www.thorindustries.com, as soon as reasonably practicable after such reports have been filed with or furnished to the SEC. You may also read and copy any materials that we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Room 1580, Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains a website that contains reports, proxy and information statements and other information that is filed electronically with the SEC. The website can be accessed at www.sec.gov.

 

5


Table of Contents

ITEM  1A. RISK FACTORS

The following risk factors, which relate to our continuing operations, should be considered carefully in addition to the other information contained in this filing.

The risks and uncertainties described below are not the only ones we face and represent some of the risks that our management believes are material to our Company and our business. If any of the following risks actually occur, our business, financial condition or results of operations could be harmed.

Risks Relating To Our Business

The industry in which we operate is highly competitive.

The industry that we are engaged in is highly competitive and we have numerous existing and potential competitors. The recreational vehicle industry is generally characterized by ease of entry, although the codes, standards and safety requirements introduced in recent years are a deterrent to new competitors. The need to develop an effective dealer network also acts as a barrier to entry. Competition is based upon price, design, value, quality and service. Competitive pressures have, from time to time, resulted in a reduction of our profit margins. Sustained increases in these competitive pressures could have a material adverse effect on our results of operations. There can be no assurance that existing or new competitors will not develop products that are superior to ours or that achieve better consumer acceptance, thereby adversely affecting our market share, sales volume and profit margins.

Our business is cyclical and this can lead to fluctuations in our operating results.

The recreational vehicle industry in which we operate is cyclical and there can be substantial fluctuations in our production levels, shipments and operating results. Consequently, the results for any prior period may not be indicative of results for any future period.

Our business is seasonal and this leads to fluctuations in sales, production and net income.

We have experienced, and expect to continue to experience, significant variability in sales, production and net income as a result of seasonality in our business. Since recreational vehicles are used primarily by vacationers and campers, demand in the recreational vehicle industry generally declines during the winter season, while sales and profits are generally highest during the spring and summer months. In addition, unusually severe weather conditions in some markets may delay the timing of shipments from one quarter to another.

Our business may be affected by certain external factors beyond our control.

Companies within the recreational vehicle industry are subject to volatility in operating results due to external factors such as general economic conditions, including credit availability, consumer confidence, employment rates, prevailing interest rates, inflation, other economic conditions affecting consumer attitudes and disposable consumer income, demographic changes and political changes. Specific factors affecting our business include:

 

   

overall consumer confidence and the level of discretionary consumer spending;

 

   

inventory levels, including the level of retail sales by our dealers;

 

   

general economic, market and political conditions;

 

   

demographics, such as the retirement of “baby boomers”;

 

   

interest rates and the availability of credit;

 

   

employment trends;

 

   

industry demand; and

 

   

increases in raw material costs.

The loss of our largest dealer could have a significant effect on our business.

FreedomRoads, LLC, accounted for 17% of our consolidated net sales for fiscal 2013. The loss of this dealer could have a significant adverse effect on our business. In addition, deterioration in the liquidity or credit worthiness of FreedomRoads, LLC could negatively impact our sales and accounts receivable and could trigger repurchase obligations under our repurchase agreements.

 

6


Table of Contents

Certain of our notes receivable may have collectability risk.

In January 2009, we entered into two credit agreements, for $10,000 each, with Stephen Adams, in his individual capacity, and Stephen Adams and his successors, as trustee under the Stephen Adams Living Trust (the “Trust” and, together with each of the foregoing persons, the “January 2009 Loan Borrowers”), pursuant to which $4,000 of original principal is outstanding as of July 31, 2013 and due on January 15, 2014.

In addition, in December 2009, we entered into a $10,000 credit agreement with Marcus Lemonis, Stephen Adams, in his individual capacity, and Stephen Adams and his successors, as trustee under the Trust (collectively, the “December 2009 Loan Borrowers”), and later modified in December 2012, pursuant to which $8,500 of original principal is outstanding as of July 31, 2013 with the final payment due on August 30, 2015.

The January 2009 Loan Borrowers and the December 2009 Loan Borrowers own, directly or indirectly, a controlling interest in FreedomRoads Holding Company, LLC, the parent company of FreedomRoads, LLC, our largest dealer.

While we believe that the notes receivable from the January 2009 and December 2009 Loan Borrowers are collectable, deterioration in the liquidity or credit worthiness of the January 2009 Loan Borrowers or the December 2009 Loan Borrowers could impact the collectability of the notes receivable.

Fuel shortages, or high prices for fuel, could have a negative effect on sales of our recreational vehicles.

Gasoline or diesel fuel is required for the operation of our vehicles. There can be no assurance that the supply of these petroleum products will continue uninterrupted, that rationing will not be imposed or that the price of or tax on these petroleum products will not significantly increase in the future. Shortages of gasoline and diesel fuel and substantial increases in the price of fuel have had a material adverse effect on the recreational vehicle industry as a whole in the past and could have a material adverse effect on our business in the future.

Our business is affected by the availability and terms of financing to dealers and retail purchasers.

Our business is affected by the availability and terms of financing to dealers and retail purchasers. Generally, recreational vehicle dealers finance their purchases of inventory with financing provided by lending institutions. A decrease in the availability of this type of wholesale financing can prevent dealers from carrying adequate levels of inventory, which limits product offerings and could lead to reduced demand. In addition, two of the major financial flooring institutions held approximately 86% of our portion of our dealers’ total floored dollars outstanding at July 31, 2013. Substantial increases in interest rates and decreases in the general availability of credit have also had an adverse impact upon our business and results of operations in the past and may do so in the future. In particular, credit availability may have a significant impact on our business. Further, a decrease in availability of consumer credit resulting from unfavorable economic conditions may cause consumers to reduce discretionary spending which could, in turn, reduce demand for our products and negatively affect our profitability.

Changes in consumer preferences for our products or our failure to gauge those preferences could lead to reduced sales and additional costs.

We cannot be certain that historical consumer preferences for our products in general, and recreational vehicles in particular, will remain unchanged. We believe that the introduction of new features, designs and models will be critical to the future success of our recreational vehicle operations. Delays in the introduction or market acceptance of new models, designs or product features could have a material adverse effect on our business. Products may not be accepted for a number of reasons, including changes in consumer preferences or our failure to properly gauge consumer preferences. Further, we cannot be certain that new product introductions will not reduce revenues from existing models and adversely affect our results of operations. In addition, there can be no assurance that any of these new models or products will be introduced to the market on time or that they will be successful when introduced.

If the frequency and size of product liability and other claims against us rise, our business, results of operations and financial condition may be harmed.

We are subject, in the ordinary course of business, to litigation involving product liability and other claims against us, including wrongful death, personal injury and warranties. We generally self-insure our product liability and other claims and also purchase product liability and other insurance in the commercial insurance market. We cannot be certain that our insurance coverage will be sufficient to cover all future claims against us. We have a self-insured retention (“SIR”) for products liability and personal injury matters of $5,000 per occurrence. Beginning April 1, 2012, this SIR for bus related matters is $7,500 per occurrence. In accordance with the Stock Purchase Agreement with ASV, dated July 31, 2013, we retain the SIR for any bus related occurrence prior to the closing date.

Amounts above the SIR, up to a certain dollar amount, are covered by our excess insurance policy. Currently, we maintain excess liability insurance aggregating $50,000 with outside insurance carriers to minimize our risks related to catastrophic claims in excess of our self-insured positions for products liability and personal injury matters. Any material change in the aforementioned factors could have an adverse impact on our operating results. Any increase in the frequency and size of these claims, as compared to our experience in prior years, may cause the premium that we are required to pay for insurance to rise significantly. It may also increase the amounts we pay in punitive damages, not all of which are covered by our insurance.

 

7


Table of Contents

When we introduce new products into the marketplace we may incur expenses that we did not anticipate, which, in turn, can result in reduced earnings.

The introduction of new models is critical to our future success. We may incur unexpected expenses, however, when we introduce new models. For example, we may experience unexpected engineering or design flaws that will force a recall of a new product. The costs resulting from these types of problems could be substantial and could have a significant adverse effect on our earnings.

Our repurchase agreements with floor plan lenders could result in increased costs.

In accordance with customary practice in the recreational vehicle industry, upon the request of a lending institution financing a dealer’s purchase of our products, we will execute a repurchase agreement with the lending institution. Repurchase agreements provide that, for a period of up to 18 months after a recreational vehicle is financed and in the event of default by the dealer, we will repurchase the recreational vehicle repossessed by the lending institution for the amount then due, which is usually less than 100% of the dealer’s cost. In addition to the guarantee under these repurchase agreements, we may also be required to repurchase inventory relative to dealer terminations in certain states in accordance with state laws or regulatory requirements. The difference between the gross repurchase price and the price at which the repurchased product can then be resold, which is typically at a discount to the original sale price, is an expense to us. Thus, if we were obligated to repurchase a substantially greater number of recreational vehicles, or incurred substantially greater discounting to resell these units in the future, this would increase our costs. In difficult economic times this amount could increase significantly compared to recent years.

For some of our components, we depend on a small group of suppliers and the loss of any of these suppliers could affect our ability to obtain components at competitive prices which would decrease our margins.

Most components are readily available from a variety of sources. However, a few components are currently produced by only a small group of quality suppliers that have the capacity to supply large quantities on a national basis. Primarily, this occurs in the case of 1) motorized chassis, where Ford Motor Company and General Motors are dominant suppliers, and 2) windows and doors, chassis and slide-out mechanisms, axles and upholstered furniture for our recreational vehicles, where Drew Industries is a major supplier for these items within the RV industry.

The recreational vehicle industry as a whole has, from time to time, experienced shortages of chassis due to the concentration or allocation of available resources by suppliers of chassis to the manufacturers of vehicles other than recreational vehicles or for other causes. Historically, in the event of an industry-wide restriction of supply, Ford Motor Company and General Motors have allocated chassis among us and our competitors based on the volume of chassis previously purchased. If Ford Motor Company or General Motors were to discontinue the manufacturing of motorhome chassis, or if, as a group, all of our chassis suppliers significantly reduced the availability of chassis to the industry; our business could be adversely affected. Similarly, shortages at, or production delays or work stoppages by the employees of Ford Motor Company, General Motors or other chassis suppliers, could have a material adverse effect on our sales. If the condition of the U.S. auto industry were to significantly deteriorate, this could result in supply interruptions and a decrease in our sales and earnings while we obtain replacement chassis from other sources. Recent limitations in the availability of certain motorhome chassis have hindered our ability to increase production levels and are anticipated to continue through early calendar year 2014.

Drew Industries is a major supplier of a number of key components of our recreational vehicles such as windows and doors, towable chassis and slide-out mechanisms, axles and upholstered furniture. We have not experienced any significant shortages or delays in delivery related to these items; however, if industry demand were to increase faster than Drew Industries can respond, or other factors impact their ability to continue to supply our needs for these key components, our business could be adversely affected.

Finally, as is standard in the industry, arrangements with chassis and other suppliers such as Ford Motor Company, General Motors and Drew Industries are terminable at any time by either our Company or the supplier. If we cannot obtain an adequate supply of chassis or key components, this could result in a decrease in our sales and earnings.

Our business is subject to numerous federal, state and local regulations.

We are subject to numerous federal, state and local regulations governing the manufacture and sale of our products, including the provisions of the National Traffic and Motor Vehicle Safety Act (“NTMVSA”) and the safety standards for vehicles and components which have been promulgated under the NTMVSA by the Department of Transportation. The NTMVSA authorizes the National Highway Traffic Safety Administration to require a manufacturer to recall and repair vehicles which contain certain hazards or defects. Any recalls of our vehicles, voluntary or involuntary, could have a material adverse effect on our Company.

We are also subject to federal and numerous state consumer protection and unfair trade practice laws and regulations relating to the sale, transportation and marketing of motor vehicles, including so-called “lemon laws”. Federal and state laws and regulations also impose upon vehicle operators various restrictions on the weight, length and width of motor vehicles that may be operated in certain jurisdictions or on certain roadways. Certain jurisdictions also prohibit the sale of vehicles exceeding length restrictions. Federal and state authorities also have various environmental control standards relating to air, water, noise pollution and hazardous waste generation and disposal which affect our business and operations.

 

8


Table of Contents

As a publicly-traded company, we are subject to the regulations promulgated by the Securities and Exchange Commission and the rules of the New York Stock Exchange.

Failure to comply with any of the foregoing laws or regulations could have an adverse impact on our business. Additionally, amendments to these regulations and the implementation of new regulations could increase the cost of manufacturing, purchasing, operating or selling our products and therefore could have an adverse impact on our business.

Compliance with conflict mineral disclosure requirements will create additional compliance cost and may create reputational challenges.

Recently, the SEC adopted new rules pursuant to Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act setting forth new disclosure requirements concerning the use or potential use of certain minerals, deemed conflict minerals (tantalum, tin, gold and tungsten), that are mined from the Democratic Republic of Congo and adjoining countries. These new requirements will necessitate due diligence efforts by the Company to assess whether such minerals are used in our products in order to make the relevant required disclosures beginning in May 2014. There will be costs associated with complying with these new disclosure requirements, including for diligence to determine the sources of those minerals that may be used or necessary to the production of our products. We may face reputational challenges that could impact future sales if we determine that certain of our products contain minerals not determined to be conflict free or if we are unable to sufficiently verify the origins for all conflict minerals used in our products.

Our risk management policies and procedures may not be fully effective in achieving their purposes.

Our policies, procedures, controls and oversight to monitor and manage our enterprise risks may not be fully effective in achieving their purpose and may leave exposure to identified or unidentified risks. Past or future misconduct by our employees or vendors could result in violations of law by us, regulatory sanctions and/or serious reputational harm or financial harm. The Company monitors its policies, procedures and controls; however, there can be no assurance that our policies, procedures and controls will be sufficient to prevent all forms of misconduct. We review our compensation policies and practices as part of our overall enterprise risk management program, but it is possible that our compensation policies could incentivize inappropriate risk taking or misconduct. If such inappropriate risks or misconduct occurs, it is possible that it could have a material adverse effect on our results of operations and/or our financial condition.

Interruption of information service or misappropriation or breach of our cyber systems could cause disruption and damage to our reputation.

Our business relies on information systems and other technology (“information systems”) to support our business operations, including but not limited to procurement, supply chain, manufacturing, distribution, invoicing and collection of payments. We use information systems to report and audit our operational results. Additionally, we rely upon information systems in our marketing and communication efforts. Due to our reliance on our information systems, we have established backup and disaster recovery procedures. Our business processes and operations may, however, be negatively impacted in the event of substantial disruption of service. Further, misuse, leakage or falsification of information could result in a violation of privacy laws and damage to our reputation which could, in turn, have a negative impact on our results.

We may not be able to protect our intellectual property and may be subject to infringement claims.

We rely on certain trademarks and patents, including contractual rights with third parties. We endeavor to protect our rights; however, third parties may infringe upon our intellectual property rights. We may be forced to take steps to protect our rights, including through litigation. This could result in a diversion of resources. The inability to protect our intellectual property rights could have a material adverse effect on our business. We may also be subject to claims by third parties, seeking to enforce their claimed intellectual property rights.

We could incur asset impairment charges for goodwill, intangible assets or other long-lived assets.

We have a significant amount of goodwill, intangible assets and other long-lived assets. At least annually, we review goodwill for impairment. Long-lived assets, identifiable intangible assets and goodwill are also reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable from future cash flows. These events or circumstances could include a significant change in the business climate, legal factors, operating performance indicators, competition, sale or disposition of a significant portion of the business or other factors. If the carrying value of a long-lived asset is considered impaired, an impairment charge is recorded for the amount by which the carrying value of the long-lived asset exceeds its fair value. Our determination of future cash flows, future recoverability and fair value of our long-lived assets includes significant estimates and assumptions. Changes in those estimates or assumptions or lower than anticipated future financial performance may result in the identification of an impaired asset and a non-cash impairment charge, which could be material. Any such charge could adversely affect our operating results and financial condition.

 

9


Table of Contents

Our operations are dependent upon the services of key individuals, the loss of whom could materially harm us.

We rely upon the knowledge, experience and skills of our employees to compete effectively in our business and manage our operations. In addition, our future success will depend on, among other factors, our ability to attract and retain executive management, key employees and other qualified personnel. Upon the departure of key employees, our success may depend upon the existence of adequate succession plans. The loss of key employees or the failure to attract or retain employees could have a material adverse effect on us in the event that our succession plans prove inadequate. If we are unable to attract and retain qualified employees, our operations could be materially adversely affected.

The sale of our bus business may not close in the anticipated timeframe, or at all, or we may encounter unanticipated closing adjustments.

On July 31, 2013, we entered into a definitive agreement to sell our bus business to ASV for $100 million in cash, subject to closing adjustments including working capital changes until closing. The transaction is expected to close on or before November 1, 2013. Unanticipated closing or post-closing adjustments could have a material adverse effect on our financial condition and liquidity. The failure of the transaction to close or close in the expected timeframe could also have a material adverse effect on our results.

Planned re-configuration, relocation or expansion of certain production operations may incur unanticipated costs or delays that could adversely affect operating results.

The development and expansion of certain products and models require the re-configuration, relocation or expansion of certain production operations. Such activities may be delayed or incur unanticipated costs which could have a material adverse effect on our operating results and financial condition.

Risks Relating To Our Company

Provisions in our charter documents and of Delaware law may make it difficult for a third party to acquire our Company and could depress the price of our common stock.

Our Restated Certificate of Incorporation contains certain supermajority voting provisions that could delay, defer or prevent a change in control of our Company. These provisions could also make it more difficult for shareholders to elect directors, amend our Restated Certificate of Incorporation and take other corporate actions.

We are also subject to certain provisions of the Delaware General Corporation Law that could delay, deter or prevent us from entering into an acquisition, including provisions which prohibit a Delaware corporation from engaging in a business combination with an interested shareholder unless specific conditions are met. The existence of these provisions could limit the price that investors are willing to pay in the future for shares of our common stock and may deprive investors of an opportunity to sell shares at a premium over prevailing prices.

ITEM  1B. UNRESOLVED STAFF COMMENTS

None.

 

10


Table of Contents

ITEM 2. PROPERTIES

As of July 31, 2013, we own or lease approximately 7,318,000 square feet of manufacturing plant and office space. We believe that our present facilities, consisting primarily of steel clad, steel or wood frame and masonry construction, and the machinery and equipment contained in these facilities, are well maintained and in good condition. We believe that these facilities are adequate for our current and foreseeable purposes and that we would be able to obtain replacements for our leased premises at acceptable costs should our leases not be renewed.

The following table describes the location, number and size of our principal manufacturing plants and other materially important physical properties as of July 31, 2013:

 

Locations

         Owned or Leased          No. of
      Buildings      
   Approximate
Building Area
      Square Feet      
 

RVs:

        

Jackson Center, OH (Airstream) (A)(B)

   Owned                9              299,000   

Middlebury, IN (Dutchmen) (A)

   Owned                1                90,000   

Burley, ID (Dutchmen) (A)

   Owned                5              162,000   

Goshen, IN (Dutchmen) (A)

   Owned                7              387,000   

Bristol, IN (Dutchmen) (A)(C)

   Owned                1                54,000   

Syracuse, IN (Dutchmen) (A)

   Owned                1                50,000   

Clackamas, OR (Dutchmen) (A)

   Owned                1              107,000   

Nappanee, IN (Dutchmen) (A)

   Owned                2              144,000   

Elkhart, IN (Thor Motor Coach) (B)

   Owned              13              711,000   

Elkhart, IN (Thor Motor Coach) (B)

   Leased                1                23,000   

Topeka, IN (CrossRoads) (A)

   Owned                7              386,000   

Syracuse, IN (CrossRoads) (A)

   Owned                3              134,000   

Elkhart, IN (Heartland) (A)

   Owned                8              587,000   

Elkhart, IN (Heartland) (D)

   Owned                2                68,000   

Elkhart, IN (Heartland) (A)

   Leased                4              234,000   

Goshen, IN (Keystone) (A)

   Owned              17           1,468,000   

Pendleton, OR (Keystone) (A)

   Owned                4              399,000   

RV Subtotal

                86           5,303,000   

Corporate:

        

Elkhart, IN

   Owned                2                24,000   

Wakarusa, IN (to be utilized by Keystone, Thor Motor Coach)

   Owned              19           1,162,000   

Corporate Subtotal

                21           1,186,000   

Buses (Discontinued Operations):

        

Salina, KS (ElDorado Kansas)

   Owned                2              255,000   

Riverside, CA (ElDorado California)

   Owned                1              227,000   

Imlay City, MI (Champion Bus)

   Owned                3              186,000   

Elkhart, IN (Goshen Coach)

   Owned                3              161,000   

Buses Subtotal

                  9              829,000   

Total

              116            7,318,000   

(A)   Included in the towable recreational vehicles reportable segment.

(B)   Included in the motorized recreational vehicles reportable segment.

(C)   These locations are vacant and have been placed on the market.

(D)   These locations are vacant and being held for future use.

 

11


Table of Contents

ITEM 3. LEGAL PROCEEDINGS

In addition to the matter described below, the Company is involved in certain litigation arising out of its operations in the normal course of its business, most of which is based upon state “lemon laws”, warranty claims and vehicle accidents (for which the Company carries insurance above a specified self-insured retention or deductible amount). The outcomes of legal proceedings and claims brought against the Company are subject to significant uncertainty. There is significant judgment required in assessing both the probability of an adverse outcome and the determination as to whether an exposure can be reasonably estimated. In management’s opinion, the ultimate disposition of any current legal proceedings or claims against the Company will not have a material effect on the Company’s financial condition, operating results or cash flows, except that an adverse outcome in a significant litigation matter could have a material effect on the operating results of a particular reporting period.

FEMA Trailer Formaldehyde Litigation

Beginning in 2006, a number of lawsuits were filed against numerous trailer and manufactured housing manufacturers, including complaints against the Company. The complaints were filed in various state and federal courts throughout Louisiana, Alabama, Texas and Mississippi on behalf of Gulf Coast residents who lived in travel trailers, park model trailers and manufactured homes provided by the Federal Emergency Management Agency (“FEMA”) following Hurricanes Katrina and Rita in 2005. The complaints generally alleged that residents who occupied FEMA supplied emergency housing units, such as travel trailers, were exposed to formaldehyde emitted from the trailers. The plaintiffs allege various injuries from exposure, including health issues and emotional distress. Most of the initial cases were filed as class action suits. The Judicial Panel on Multidistrict Litigation (the “MDL panel”) transferred the actions to the United States District Court for the Eastern District of Louisiana (the “MDL Court”). After denying class certification, the MDL Court commenced hearing both bellwether jury trials and bellwether summary jury trials.

In January and February of 2012, the Company’s RV subsidiaries involved in the MDL proceedings participated in mediation and reached agreements in principle to resolve the litigation. On March 27, 2012, Heartland and its insurance carriers entered into a Memorandum of Understanding (“MOU”) memorializing a settlement. On March 30, 2012, Thor Industries, Inc., for itself and on behalf of its other RV subsidiaries involved in the MDL proceeding, and its insurance carriers, entered into an MOU memorializing a settlement reached in February 2012.

The Company and its RV subsidiaries involved in the MDL proceeding, their respective insurance carriers, several unaffiliated manufacturers of RVs and their insurers, and legal representatives of the plaintiffs each executed a Stipulation of Settlement in April 2012 (the “Stipulation of Settlement”).

On June 1, 2012, the Company paid $4,700 into the Registry of the United States District of Louisiana. This payment represents final payment of the Company and its subsidiaries’ obligation under the Stipulation of Settlement.

On September 27, 2012, after counsel for the plaintiffs produced the list of members of the class who requested exclusion from the proposed settlement, the MDL Court conducted a Fairness Hearing during which final approval of the proposed settlement was evaluated. On that same date, the Court approved the settlement and entered a final, appealable order dismissing all of the claims pending in the MDL litigation. Because no plaintiffs with claims against the Company or any of its subsidiaries opted out of the settlement, this order, in the absence of any filed appeal, effectively ends the litigation against the Company and its subsidiaries.

After no appeal was taken in relation to the claims against the Company or its subsidiaries, the MDL Court appointed a Special Master to allocate all pending settlements. On March 29, 2013, the MDL Court approved a methodology pertaining to the allocation of the settlements. On April 2, 2013, the Special Master filed a motion before the MDL Court seeking to establish an allocation and objection procedure. As mentioned above, the Company and all of its subsidiaries involved in this litigation have fully funded the settlements by depositing the agreed upon amounts into the Registry of the United States District of Louisiana.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

 

12


Table of Contents

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

The Company’s Common Stock, par value $0.10 per share (the “Common Stock”), is traded on the New York Stock Exchange (“NYSE”). Set forth below is the range of high and low prices for the Common Stock for each quarter during the Company’s two most recent fiscal years, as quoted in the NYSE Monthly Market Statistics and Trading Reports:

 

    Fiscal 2013     Fiscal 2012  
          High                 Low                 High                 Low        

First Quarter

  $ 38.93      $ 26.93      $ 29.08      $ 17.62   

Second Quarter

    45.75        35.77        31.82        22.25   

Third Quarter

    42.67        34.51        34.56        29.81   

Fourth Quarter

    55.77        36.40        34.70        26.27   

Holders

As of September 13, 2013, the number of holders of record of the Common Stock was 109.

Dividends

In fiscal 2013, we paid a $0.18 per share dividend in each quarter and a $1.50 special dividend in the second quarter. In fiscal 2012, we paid a $0.15 per share dividend in each quarter.

The Company’s Board currently intends to continue quarterly cash dividend payments in the future. The declaration of future dividends and the establishment of the per share amounts, record dates and payment dates for any such future dividends are subject to the determination of the Board, and will be dependent upon future earnings, cash flows and other factors.

There are no limitations on the Company’s ability to pay dividends pursuant to any credit facility.

Equity Compensation Plan Information – see ITEM 12

 

13


Table of Contents

ITEM 6. SELECTED FINANCIAL DATA

 

    Fiscal Years Ended July 31,  
    2013(1)     2012     2011(2)(3)(4)     2010(4)(5)     2009(6)  

Income statement data:

         

Net sales

      $       3,241,795          $       2,639,798          $       2,340,442          $       1,848,549          $       1,115,006   

Net income from continuing operations

    151,676        111,435        91,647        91,224        2,452   

Net income

    152,862        121,739        106,273        110,064        17,143   

Earnings per common share from continuing operations:

         

Basic

    2.86        2.07        1.66        1.72        0.04   

Diluted

    2.86        2.07        1.66        1.72        0.04   

Earnings per common share:

         

Basic

    2.88        2.26        1.92        2.08        0.31   

Diluted

    2.88        2.26        1.92        2.07        0.31   

Dividends declared and paid per common share

    2.22        0.60        0.40        0.78        0.28   

Balance sheet data:

         

Total assets

      $ 1,328,268          $ 1,243,054          $ 1,198,070          $ 964,073          $ 951,124   

 

(1)

Includes non-cash goodwill and intangible asset impairments of $6,810 and $4,715, respectively, associated with a subsidiary in our discontinued bus business, and a non-cash long-lived asset impairment of $2,000 associated with a subsidiary in our towables segment.

 

(2)

Includes non-cash trademark impairments of $2,036 and $1,430 for trademarks associated with subsidiaries in our motorized segment and discontinued bus business, respectively.

 

(3)

Includes expenses of $6,333 attributable to legal and professional fees in connection with the Heartland acquisition and costs associated with the resolution of an SEC matter.

 

(4)

Includes gains on the involuntary conversion of assets of $9,417 and $7,593 in 2011 and 2010, respectively, related to the fiscal 2010 fire at a subsidiary in our discontinued bus business.

 

(5)

Includes a non-cash trademark impairment of $500 for a trademark associated with a subsidiary in our towables segment.

 

(6)

Includes non-cash goodwill and trademark impairments of $9,717 and $564, respectively, for goodwill and trademarks associated with subsidiaries in our motorized segment.

 

14


Table of Contents

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Our Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) should be read in conjunction with the Company’s Consolidated Financial Statements and Notes thereto included in ITEM 8 of this Report.

Our MD&A discussion focuses on our ongoing operations. Discontinued operations are excluded from our MD&A discussion except as indicated otherwise.

Executive Overview

We were founded in 1980 and have grown to be one of the largest manufacturers of RVs in North America. Our U.S. market share in the travel trailer and fifth wheel portion of the towable segment is approximately 37% for the calendar year to date period ended June 30, 2013. In the motorized segment of the RV industry, we have a U.S. market share of approximately 25% for the calendar year to date period ended June 30, 2013.

Our business model includes decentralized operating units and we compensate operating management primarily with cash, based upon the profitability of the business unit which they manage. Our corporate staff provides financial management, insurance, legal, human resource, risk management and internal audit functions. Senior corporate management interacts regularly with operating management to assure that corporate objectives are understood and are monitored appropriately.

Our RV products are sold to dealers who, in turn, retail those products. We generally do not finance dealers directly, but do provide repurchase agreements to the dealers’ floor plan lenders.

Our growth has been internal and by acquisition. Our strategy has been to increase our profitability in North America in the RV industry through product innovation, service to our customers, manufacturing quality products, improving our facilities and processes and acquisitions. We have not entered unrelated businesses and have no plans to do so in the future.

We generally rely on internally generated cash flows from continuing operations to finance our growth. Capital acquisitions of $24,190 in fiscal 2013 were made primarily for RV plant and office additions and to replace machinery and equipment used in the ordinary course of business.

Discontinued Operations

On July 31, 2013, we entered a definitive Stock Purchase Agreement to sell our bus business to Allied Specialty Vehicles, Inc. (“ASV”) for $100 million in cash, subject to closing adjustments, including working capital changes from April 30, 2013 until closing. The sale is subject to customary closing conditions and is expected to be completed by November 1, 2013. Thor’s bus business includes Champion Bus, Inc., General Coach America, Inc., Goshen Coach, Inc., El Dorado National California, Inc., and El Dorado National Kansas, Inc. As a result of our plan to divest the bus business, the assets and liabilities of the bus business are reported as assets or liabilities of discontinued operations in the Consolidated Balance Sheet as of July 31, 2013 and the results of operations as income from discontinued operations, net of income taxes on the Consolidated Statements of Income and Comprehensive Income for the years ended July 31, 2013, 2012, and 2011. Discontinued operations also reflect the results of the ambulance product line, through the date of its sale on April 30, 2013. See Note 3, “Discontinued Operations,” in the Notes to the Consolidated Financial Statements for further information. The following table summarizes the results of discontinued operations:

 

     2013      2012      2011  

Discontinued Operations:

        

Net sales

     $      448,385         $      444,862         $      415,066   
        

Operating income of discontinued operations

     $        12,080         $        15,303         $        12,303   

Gain on involuntary conversion

                     9,417   

Impairment charges

     11,525                 1,430   

Income tax benefit (expense)

                      631                     (4,999)                     (5,664)   

Income from discontinued operations, net of taxes

       $          1,186           $        10,304           $        14,626   

Other Significant Events

During the year ended July 31, 2012, we purchased a combined total of 3,000,000 shares of the Company’s common stock and held them as treasury stock at a total cost of $77,000. Of the 3,000,000 shares, 2,000,000 were repurchased from the Estate of Wade F.B. Thompson (the “Estate”) in two separate private transactions at a total cost of $48,500. Both of these transactions were evaluated and approved by members of our board of directors who are not affiliated with the Estate. In a third separate private transaction, we repurchased 1,000,000 shares from Catterton Partners VI, L.P., Catterton Partners VI Offshore, L.P., CP6 Interest Holdings, L.L.C., and CPVI Coinvest, L.L.C. at a total cost of $28,500. We used available cash to purchase all of these shares, which collectively represented 5.4% of our issued and outstanding common stock prior to the repurchases. Each of these transactions is more fully discussed in Note 15 to the Consolidated Financial Statements.

 

15


Table of Contents

On September 16, 2010, we acquired 100% of Towable Holdings, Inc., the parent company of Heartland Recreational Vehicles, LLC (“Heartland”), pursuant to a stock purchase agreement. Heartland is located in Elkhart, Indiana and is a major manufacturer of towable recreational vehicles. Under our ownership, Heartland continues as an independent operation, in the same manner as our existing recreational vehicle companies, and its operations are included in our Towables reportable segment.

Industry Outlook

The Company monitors the industry conditions in the RV market through the use of monthly wholesale shipment data as reported by the Recreation Vehicle Industry Association (“RVIA”), which is typically issued on a one month lag and represents the manufacturers’ RV production and delivery to dealers. In addition, the Company also monitors monthly retail sales trends as reported by Statistical Surveys, Inc., whose data is typically issued on a month and a half lag. The Company believes that monthly RV retail sales data is important as consumer purchases impact future dealer orders and ultimately our production.

We believe our dealer inventory is at appropriate levels for seasonal consumer demand, with dealers remaining optimistic yet cautious in advance of the RV Open House in September 2013. RV dealer inventory of Thor products as of July 31, 2013 increased 16.9% to 57,473 units from 49,166 units as of July 31, 2012. Thor’s RV backlog as of July 31, 2013 increased 32% to $441,532 from $335,360 as of July 31, 2012.

Industry Wholesale Statistics – Calendar YTD

Key wholesale statistics for the RV industry, as reported by RVIA, are as follows:

 

     U.S. and Canada Wholesale Shipments  
     Calendar Year through June 30,                
     2013      2012      Increase      Change  

Towables - Units (1)

     146,680         131,497         15,183         11.5%   

Motorized - Units

     19,472         14,576         4,896         33.6%   
  

 

 

    

 

 

    

 

 

    

Total

                     166,152                         146,073                     20,079                       13.7%   
  

 

 

    

 

 

    

 

 

    

  (1) Excluding camping trailers and truck campers, which we did not manufacture in fiscal 2013 and fiscal 2012.

According to the RVIA, calendar year 2013 wholesale shipments for all RV categories are forecast to total 319,300 units, an 11.7% increase over calendar year 2012, with most of the 2013 unit growth expected in travel trailers and fifth wheels. Calendar year 2013 motorized unit shipments are forecasted to increase 31.6% over calendar year 2012. Travel trailers and fifth wheels are expected to account for 84% of all RV shipments in 2013. The outlook for calendar 2013 growth in RV sales is based on rising consumer confidence, rising home and stock values, improved credit availability and continued slow gains in job and income prospects. RVIA has also forecast that 2014 calendar year shipments will total 334,300 units, a 4.7% increase from the expected 2013 wholesale shipments.

Industry Retail Statistics – Calendar YTD

We believe that retail demand is the key to continued improvement in the RV industry. With appropriate levels of dealer inventory currently, we believe that RV industry wholesale shipments will generally be on a one-to-one replenishment ratio with retail sales going forward.

 

16


Table of Contents

Key retail statistics for the RV industry, as reported by Statistical Surveys, Inc., are as follows:

 

     U.S. and Canada Retail Registrations  
     Calendar Year through June 30,                
     2013      2012      Increase      Change  

Towables - Units (1)

     136,037         124,359         11,678         9.4%   

Motorized - Units

     17,624         13,912         3,712         26.7%   
  

 

 

    

 

 

    

 

 

    

Total

                 153,661                     138,271                     15,390                       11.1%   
  

 

 

    

 

 

    

 

 

    

(1) Excluding camping trailers, which we did not manufacture in fiscal 2013 and 2012.

Note: Data reported by Statistical Surveys, Inc. is based on official state records. This information is subject to adjustment and is continuously updated.

Company Wholesale Statistics – Calendar YTD

The Company’s wholesale RV shipments, for the calendar year periods through June 30, 2013 and 2012, (using data to correspond to the industry periods denoted above) were as follows:

 

     U.S. and Canada Wholesale Shipments  
     Calendar Year through June 30,                
     2013      2012      Increase      Change  

Towables - Units

     55,033         50,706         4,327         8.5%   

Motorized - Units

     4,487         3,153         1,334         42.3%   
  

 

 

    

 

 

    

 

 

    

Total

                   59,520                       53,859                     5,661                       10.5%   
  

 

 

    

 

 

    

 

 

    

Company Retail Statistics – Calendar YTD

Retail shipments of the Company’s RV products, as reported by Statistical Surveys, Inc. were as follows for the calendar year periods through June 30, 2013 and 2012 (to correspond to the industry periods denoted above):

 

     U.S. and Canada Retail Registrations  
     Calendar Year through June 30,                
     2013      2012      Increase      Change  
           

Towables - Units

     50,426         46,716         3,710         7.9%   

Motorized - Units

     4,344         2,894         1,450         50.1%   
  

 

 

    

 

 

    

 

 

    

Total

                   54,770                       49,610                     5,160                       10.4%   
  

 

 

    

 

 

    

 

 

    

Note: Data reported by Statistical Surveys, Inc. is based on official state records. This information is subject to adjustment and is continuously updated.

Company Wholesale Statistics – Fiscal Year

For the fiscal years ended July 31, 2013 and 2012, the Company’s wholesale RV shipments were as follows:

 

     U.S. and Canada Wholesale Shipments  
     Fiscal Year Ended July 31,                
     2013      2012      Increase      Change  

Towables - units

     99,202         87,872         11,330         12.9%   

Motorized - units

     7,420         4,720         2,700         57.2%   
  

 

 

    

 

 

    

 

 

    

Total

               106,622                       92,592                     14,030                       15.2%   
  

 

 

    

 

 

    

 

 

    

 

17


Table of Contents

Our outlook for future growth in retail sales is dependent upon various economic conditions faced by consumers such as the rate of unemployment, the level of consumer confidence, the growth in disposable income, changes in interest rates, credit availability, the pace of recovery in the housing market, the impact of rising taxes and fuel prices. With continued improvement in consumer confidence, availability of retail and wholesale credit, low interest rates and the absence of negative economic factors, we would expect to see incremental improvements in RV sales and expect to benefit from our ability to increase production to meet increasing demand. In recent years, the industry has benefited from growing retail sales to younger consumers with new product offerings targeted to younger, more active families. In addition, a positive longer-term outlook for the RV segment is supported by favorable demographics as more people reach the age brackets that historically have accounted for the bulk of retail RV sales. The number of consumers between the ages of 55 and 70 will total 56 million by 2020, 27% higher than in 2010 according to the RVIA.

Economic or industry-wide factors affecting our RV business include the costs of commodities used in the manufacture of our products. Material cost is the primary factor determining our cost of products sold. We have recently incurred modest increased costs in certain raw materials and components (wood and lumber products) and any future increases in raw material costs would impact our profit margins negatively if we were unable to raise prices for our products by corresponding amounts. Historically, we have been able to pass along those cost increases to customers.

To date, we have not experienced any unusual cost increases from our chassis suppliers. The recreational vehicle industry has, from time to time, experienced shortages of chassis due to various causes such as component shortages, production delays or work stoppages at the chassis manufacturers which has impacted our sales and earnings. Recent limitations in the availability of certain motorized RV chassis have hindered our ability to increase production levels and are anticipated to continue through early calendar year 2014.

 

18


Table of Contents

FISCAL 2013 VS. FISCAL 2012

 

     Fiscal 2013             Fiscal 2012            

Change

Amount

     %  

NET SALES

                 

Recreational Vehicles

                 

Towables

   $ 2,650,253          $ 2,285,863          $ 364,390         15.9       

Motorized

     591,542            353,935            237,607         67.1       
  

 

 

       

 

 

       

 

 

    

Total

   $       3,241,795          $       2,639,798          $         601,997         22.8       
  

 

 

       

 

 

       

 

 

    

# OF UNITS

                 

Recreational Vehicles

                 

Towables

     99,202            87,872            11,330         12.9       

Motorized

     7,420            4,720            2,700         57.2       
  

 

 

       

 

 

       

 

 

    

Total

     106,622            92,592            14,030         15.2       
  

 

 

       

 

 

       

 

 

    
     Fiscal 2013     

% of

Segment

Net Sales

     Fiscal 2012     

% of

Segment

Net Sales

    

Change

Amount

     %  

GROSS PROFIT

                 

Recreational Vehicles

                 

Towables

   $ 351,276         13.3       $ 283,039         12.4        $ 68,237         24.1       

Motorized

     73,263         12.4         36,491         10.3          36,772         100.8       
  

 

 

       

 

 

       

 

 

    

Total

   $ 424,539         13.1       $ 319,530         12.1        $ 105,009         32.9       
  

 

 

       

 

 

       

 

 

    

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

                 

Recreational Vehicles

                 

Towables

   $ 133,585         5.0       $ 114,080         5.0        $ 19,505         17.1       

Motorized

     29,354         5.0         18,016         5.1          11,338         62.9       
  

 

 

       

 

 

       

 

 

    

Total Recreational Vehicles

     162,939         5.0         132,096         5.0          30,843         23.3       

Corporate

     31,711                 16,164         –          15,547         96.2       
  

 

 

       

 

 

       

 

 

    

Total

   $ 194,650         6.0       $ 148,260         5.6        $ 46,390         31.3       
  

 

 

       

 

 

       

 

 

    

INCOME (LOSS) BEFORE INCOME TAXES

                 

Recreational Vehicles

                 

Towables

   $ 205,724         7.8       $ 158,973         7.0        $ 46,751         29.4       

Motorized

     43,907         7.4         18,469         5.2          25,438         137.7       
  

 

 

       

 

 

       

 

 

    

Total Recreational Vehicles

     249,631         7.7         177,442         6.7          72,189         40.7       

Corporate

     (27,659)                 (12,054)         –          (15,605)         129.5       
  

 

 

       

 

 

       

 

 

    

Total

   $ 221,972         6.8       $ 165,388         6.3        $ 56,584         34.2       
  

 

 

       

 

 

       

 

 

    
ORDER BACKLOG   

As of

July 31, 2013

           

As of

July 31, 2012

           

Change

Amount

     %  

Recreational Vehicles

                 

Towables

   $ 228,416           $ 224,603          $ 3,813         1.7       

Motorized

     213,116            110,757            102,359         92.4       
  

 

 

       

 

 

       

 

 

    

Total

   $ 441,532           $ 335,360          $ 106,172         31.7       
  

 

 

       

 

 

       

 

 

    

 

19


Table of Contents

CONSOLIDATED

Consolidated net sales for fiscal 2013 increased $601,997, or 22.8%, compared to fiscal 2012. Consolidated gross profit for fiscal 2013 increased $105,009, or 32.9%, compared to fiscal 2012. Consolidated gross profit was 13.1% of consolidated net sales for fiscal 2013 compared to 12.1% of consolidated net sales for fiscal 2012. Selling, general and administrative expenses for fiscal 2013 increased 31.3% compared to fiscal 2012. Income before income taxes for fiscal 2013 was $221,972 as compared to $165,388 in fiscal 2012, an increase of 34.2%. The specifics on changes in net sales, gross profit, selling, general and administrative expenses and income before income taxes are addressed in the segment reporting below.

Corporate costs in selling, general and administrative expenses were $31,711 for fiscal 2013 compared to $16,164 for fiscal 2012. The increase of $15,547 is primarily attributable to increased compensation related costs of $7,671, which included an increase of $4,177 in bonus expenses due to increased consolidated income before income taxes and certain management changes. Other compensation and stock-based compensation also increased $1,573 and $1,921 respectively, which included one-time separation costs of $850 and $256, respectively.

Corporate product liability insurance costs also increased $3,232, largely due to favorable adjustments in the prior year to the Company’s actuarially determined product liability reserve resulting from favorable historical claims experience and allocations of $750 to the towables segment and $1,500 to the discontinued bus business for claims activity previously reserved at Corporate. Employee related workers compensation and group insurance costs also increased $2,622. In addition, costs related to the Corporate repurchase reserve required for vehicle repurchase commitments increased $850 primarily due to increased standby repurchase obligations in correlation with increased sales and dealer inventory levels.

Corporate interest income and other income and expense was $4,052 of income in fiscal 2013 compared to $4,110 of income for fiscal 2012. The $58 decrease in income is primarily due to a decrease in overall interest income of $1,070, primarily due to reduced interest income on our notes receivable due to lower note balances. This decrease was partially offset by an increase of $1,012 in other income, principally due to market value appreciation on the Company’s deferred compensation plan assets of $1,355 in fiscal 2013 as compared with $311 in fiscal 2012, a favorable increase of $1,044.

The overall annual effective tax rate for fiscal 2013 was 31.7% on $221,972 of income before income taxes, compared to 32.6% on $165,388 of income before income taxes for fiscal 2012. The primary reason for the decrease in the overall effective income tax rate was the larger favorable settlements of certain uncertain tax positions that occurred in the fiscal year ended July 31, 2013 compared to the fiscal year ended July 31, 2012. The Company also recorded a tax benefit in fiscal 2013 from the retroactive reinstatement of the federal research and development credit and other credits that were enacted on January 2, 2013.

The changes in costs and price within our business due to inflation were not significantly different from inflation in the United States economy as a whole. Levels of capital investment, pricing and inventory investment in our business were not materially affected by changes caused by inflation.

 

20


Table of Contents

SEGMENT REPORTING

Towable Recreational Vehicles

Analysis of Change in Net Sales for Fiscal 2013 vs. Fiscal 2012 

 

         Fiscal 2013          % of
Segment
    Net Sales    
         Fiscal 2012          % of
Segment
    Net Sales    
     Change
    Amount    
    %
    Change    
 

NET SALES:

                

Towables

                

  Travel Trailers

    $ 1,286,000         48.5       $ 1,068,350         46.7       $ 217,650        20.4   

  Fifth Wheels

     1,343,492         50.7         1,195,235         52.3         148,257        12.4   

  Other

     20,761         0.8         22,278         1.0         (1,517     (6.8
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

Total Towables

    $         2,650,253         100.0        $         2,285,863         100.0         $ 364,390        15.9   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   
           Fiscal 2013            % of
Segment
    Shipments    
         Fiscal 2012          % of
Segment
    Shipments    
     Change
    Amount    
    %
    Change    
 

# OF UNITS:

                

Towables

                

  Travel Trailers

     65,153         65.7         55,518         63.2         9,635        17.4   

  Fifth Wheels

     33,455         33.7         31,653         36.0         1,802        5.7   

  Other

     594         0.6         701         0.8         (107     (15.3
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

Total Towables

     99,202         100.0         87,872         100.0         11,330        12.9   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

IMPACT OF CHANGE IN MIX AND PRICE ON NET SALES:

     %
Increase
 

Towables

  

  Travel Trailers

     3.0   

  Fifth Wheels

     6.7   

  Other

     8.5   

Total Towables

     3.0   

The increase in total towables net sales of 15.9% compared to the prior year period resulted from a 12.9% increase in unit shipments and a 3.0% increase in the impact of the change in the overall net price per unit.

The increase in the overall net price per unit within the travel trailer product lines of 3.0% is primarily due to selective net price increases and changes in product mix. The increase in the overall net price per unit within the fifth wheel product lines of 6.7% is due to customer preference toward units with additional features and upgrades compared to a year ago. Average fifth wheel selling prices have also increased due to the higher concentration of sales of luxury product lines and certain upscale toy hauler lines compared to the prior year. Selective net price increases were also implemented since the comparable prior year period. The “other” category relates to sales in the park model industry.

The overall industry increase in travel trailer and fifth wheel wholesale unit shipments for the twelve month period ended July 31, 2013 was 13.9% compared to the same period last year according to statistics published by RVIA.

Cost of products sold increased $296,153 to $2,298,977, or 86.7% of towable net sales, for fiscal 2013 compared to $2,002,824, or 87.6% of towable net sales, for fiscal 2012. The change in material, labor, freight-out and warranty comprised $279,878 of the $296,153 increase in cost of products sold and was due to increased sales volume. Material, labor, freight-out and warranty as a combined percentage of towable net sales decreased to 81.2% in fiscal 2013 from 81.9% in fiscal 2012. This 0.7% decrease as a percentage of towable net sales is primarily due to the favorable impact of selective net price increases in fiscal 2013. Total manufacturing overhead increased $16,275 to $146,665 in fiscal 2013 compared to $130,390 in fiscal 2012 as a result of the increase in sales volume.

Variable costs in manufacturing overhead increased $16,147 to $136,251 or 5.1% of towable net sales for fiscal 2013 compared to $120,104 or 5.3% of towable net sales for fiscal 2012 due to increased production. Fixed costs in manufacturing overhead, which consists primarily of facility costs, property taxes and depreciation, increased $128 to $10,414 in fiscal 2013 from $10,286 in fiscal 2012.

 

21


Table of Contents

Towable gross profit increased $68,237 to $351,276, or 13.3% of towable net sales, for fiscal 2013 compared to $283,039, or 12.4% of towable net sales, for fiscal 2012. The increase in gross profit and gross profit percentage was due primarily to the 15.9% increase in net sales.

Selling, general and administrative expenses were $133,585, or 5.0% of towable net sales, for fiscal 2013 compared to $114,080, or 5.0% of towable net sales, for fiscal 2012. The primary reason for the $19,505 increase in selling, general and administrative expenses was increased towable net sales and towable income before income taxes, which caused related commissions, bonuses and other compensation to increase by $15,202. Sales related travel, advertising and promotion costs also increased $1,081 in correlation with the increase in sales. Legal and professional fees and related settlement costs increased $1,657 in total.

Towable income before income taxes increased to 7.8% of towable net sales for fiscal 2013 from 7.0% of towable net sales for fiscal 2012. The primary factor for this increase in percentage was the impact of the 15.9% increase in net sales as noted above.

Motorized Recreational Vehicles

Analysis of Change in Net Sales for Fiscal 2013 vs. Fiscal 2012

 

         Fiscal 2013          % of
Segment
    Net Sales    
         Fiscal 2012          % of
Segment
    Net Sales    
     Change
    Amount    
     %
    Change    
 

NET SALES:

                 

Motorized

                 

  Class A

    $ 355,639         60.1        $ 214,713         60.7       $ 140,926         65.6   

  Class C

     188,261         31.8         108,849         30.8         79,412         73.0   

  Class B

     47,642         8.1         30,373         8.5         17,269         56.9   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

Total Motorized

    $         591,542         100.0        $         353,935         100.0       $ 237,607         67.1   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    
           Fiscal 2013            % of
Segment
    Shipments    
         Fiscal 2012          % of
Segment
    Shipments    
     Change
    Amount    
     %
    Change    
 

# OF UNITS:

                 

Motorized

                 

  Class A

     3,559         48.0         2,354         49.9         1,205         51.2   

  Class C

     3,414         46.0         2,064         43.7         1,350         65.4   

  Class B

     447         6.0         302         6.4         145         48.0   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

Total Motorized

     7,420         100.0         4,720         100.0         2,700         57.2   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

IMPACT OF CHANGE IN MIX AND PRICE ON NET SALES:

     %
Increase
 

Motorized

  

Class A

     14.4   

Class C

     7.6   

Class B

     8.9   

Total Motorized

     9.9   

The increase in total motorized net sales of 67.1% compared to the prior year period resulted from a 57.2% increase in unit shipments and a 9.9% overall increase in the impact of the change in the net price per unit resulting primarily from mix of product.

The overall market increase in unit shipments of motorhomes was 36.2% for the twelve month period ended July 31, 2013 compared to the same period last year according to statistics published by RVIA.

The increase in the overall net price per unit within the Class A product line of 14.4% is primarily due to increased sales of the generally larger and more expensive diesel units rather than the more moderately priced gas units compared to a year ago. The increase in the overall net price per unit within the Class C product line of 7.6% is primarily due to changes in product mix. Within the Class B product line, the increase in the overall net price per unit of 8.9% is due to a greater concentration of sales of higher priced models in the current year.

 

22


Table of Contents

Cost of products sold increased $200,835 to $518,279, or 87.6% of motorized net sales, for fiscal 2013 compared to $317,444, or 89.7% of motorized net sales, for fiscal 2012. The change in material, labor, freight-out and warranty comprised $196,366 of the $200,835 increase in cost of products sold and was due to increased sales volume. Material, labor, freight-out and warranty as a combined percentage of motorized net sales decreased to 83.7% in fiscal 2013 from 84.4% in fiscal 2012. This decrease in percentage is primarily due to a decrease in the material cost percentage to net sales. Total manufacturing overhead costs increased $4,469 to $23,368 in fiscal 2013 compared to $18,899 in fiscal 2012 as a result of the increase in sales volume. Variable costs in manufacturing overhead increased $4,751 to $21,708, or 3.7% of motorized net sales, for fiscal 2013 compared to $16,957, or 4.8% of motorized net sales, for fiscal 2012. Fixed costs in manufacturing overhead, which consists primarily of facility costs, property taxes and depreciation, decreased $282 to $1,660 in fiscal 2013 from $1,942 in fiscal 2012, reflecting property tax reductions in fiscal 2013.

Motorized gross profit increased $36,772 to $73,263, or 12.4% of motorized net sales, for fiscal 2013 compared to $36,491, or 10.3% of motorized net sales, for fiscal 2012. The increases in gross profit and gross profit percentage were due primarily to the impact of the 67.1% increase in net sales as noted above.

Selling, general and administrative expenses were $29,354, or 5.0% of motorized net sales, for fiscal 2013 compared to $18,016, or 5.1% of motorized net sales, for fiscal 2012. The primary reason for the $11,338 increase was increased motorized net sales and motorized income before income taxes, which caused related commissions, bonuses and other compensation to increase by $9,915. Product liability and settlement related costs increased $687, and sales related travel, advertising and promotion costs increased $707 in correlation with the increase in sales.

Motorized income before income taxes was 7.4% of motorized net sales for fiscal 2013 and 5.2% of motorized net sales for fiscal 2012. This increase in percentage is primarily attributable to the favorable impact of the 67.1% increase in net sales noted above.

 

23


Table of Contents

FISCAL 2012 VS. FISCAL 2011

 

     Fiscal 2012             Fiscal 2011            

Change

Amount

     %  

NET SALES

                 

Recreational Vehicles

                 

Towables

   $ 2,285,863          $ 1,977,416          $ 308,447         15.6       

Motorized

     353,935            363,026            (9,091)         (2.5)       
  

 

 

       

 

 

       

 

 

    

Total

   $       2,639,798          $       2,340,442          $         299,356         12.8       
  

 

 

       

 

 

       

 

 

    

# OF UNITS

                 

Recreational Vehicles

                 

Towables

     87,872            81,234            6,638         8.2       

Motorized

     4,720            4,975            (255)         (5.1)       
  

 

 

       

 

 

       

 

 

    

Total

     92,592            86,209            6,383         7.4       
  

 

 

       

 

 

       

 

 

    
     Fiscal 2012     

% of

Segment

Net Sales

     Fiscal 2011     

% of

Segment

Net Sales

    

Change

Amount

     %  

GROSS PROFIT

                 

Recreational Vehicles

                 

Towables

   $ 283,039         12.4        $ 264,698         13.4        $ 18,341         6.9       

Motorized

     36,491         10.3          34,238         9.4          2,253         6.6       
  

 

 

       

 

 

       

 

 

    

Total

   $ 319,530         12.1        $ 298,936         12.8        $ 20,594         6.9       
  

 

 

       

 

 

       

 

 

    

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

                 

Recreational Vehicles

                 

Towables

   $ 114,080         5.0        $ 109,005         5.5        $ 5,075         4.7       

Motorized

     18,016         5.1          19,421         5.3          (1,405)         (7.2)       
  

 

 

       

 

 

       

 

 

    

Total Recreational Vehicles

     132,096         5.0          128,426         5.5          3,670         2.9       

Corporate

     16,164         –          32,106         –          (15,942)         (49.7)       
  

 

 

       

 

 

       

 

 

    

Total

   $ 148,260         5.6        $ 160,532         6.9        $ (12,272)         (7.6)       
  

 

 

       

 

 

       

 

 

    

INCOME (LOSS) BEFORE INCOME TAXES

                 

Recreational Vehicles

                 

Towables

   $ 158,973         7.0        $ 146,361         7.4        $ 12,612         8.6       

Motorized

     18,469         5.2          12,777         3.5          5,692         44.5       
  

 

 

       

 

 

       

 

 

    

Total Recreational Vehicles

     177,442         6.7          159,138         6.8          18,304         11.5       

Corporate

     (12,054)         –          (26,801)         –          14,747         55.0       
  

 

 

       

 

 

       

 

 

    

Total

   $ 165,388         6.3        $ 132,337         5.7        $ 33,051         25.0       
  

 

 

       

 

 

       

 

 

    

ORDER BACKLOG

    

 

As of

July 31, 2012

  

  

       

 

As of

July 31, 2011

  

  

       

 

Change

Amount

  

  

     %   

Recreational Vehicles

                 

Towables

   $ 224,603           $ 187,946          $ 36,657         19.5       

Motorized

     110,757            39,427            71,330         180.9       
  

 

 

       

 

 

       

 

 

    

Total

   $ 335,360           $ 227,373          $ 107,987         47.5       
  

 

 

       

 

 

       

 

 

    

 

24


Table of Contents

CONSOLIDATED

Consolidated net sales and consolidated gross profit for fiscal 2012 increased 12.8% and 6.9%, respectively, compared to fiscal 2011. Heartland, acquired in fiscal 2011, accounted for $83,485 of the $299,356 increase in consolidated net sales, as Heartland’s results include twelve months in the 2012 total as compared with ten and a half months in 2011 from the date of its acquisition by the Company. Consolidated gross profit for fiscal 2012 increased $20,594, or 6.9%, compared to fiscal 2011. Consolidated gross profit was 12.1% of consolidated net sales for fiscal 2012 compared to 12.8% of consolidated net sales for fiscal 2011. The 0.7% decrease in gross profit percentage was driven primarily by increased discounting and dealer incentive programs within the RV towable segment in the current year, as dealer and competitor pressures necessitated greater discounting and incentives to secure sales. Selling, general and administrative expenses for fiscal 2012 decreased 7.6% compared to fiscal 2011. Income before income taxes for fiscal 2012 was $165,388 as compared to $132,337 in fiscal 2011, an increase of 25.0%. The specifics on changes in net sales, gross profit, selling, general and administrative expenses and income before income taxes are addressed in the segment reporting below.

Corporate costs in selling, general and administrative expenses were $16,164 for fiscal 2012 compared to $32,106 for fiscal 2011. This decrease of $15,942 is attributable to one-time legal and professional fees of $1,826 incurred in fiscal 2011 in connection with the Heartland acquisition and $4,249 in additional fees in fiscal 2011 related to the now completed SEC review. Product liability costs also decreased $2,805 primarily as a result of $750 being allocated to the towables segment and $1,500 being allocated to the discontinued bus business segment for claims activity previously reserved for at the Corporate level as part of the Company’s actuarially determined product liability reserve in fiscal 2012. In addition, there were favorable historical claims experience adjustments to our actuarially determined product liability reserve. Ongoing legal and other professional fees have also decreased $1,946. In addition, deferred compensation plan liability expense decreased $889 in tandem with the related decrease in deferred compensation plan asset value included in other income as discussed below. Stock option expense also decreased $2,019 due to management changes in the RV segments.

Corporate interest and other income was $4,110 in fiscal 2012 compared to $5,305 for fiscal 2011. The $1,195 decrease is primarily due to a reduction of $889 in other income, principally due to the market value appreciation on the Company’s deferred compensation plan assets being $311 in fiscal 2012 as compared to the greater appreciation of $1,200 in fiscal 2011. Interest income on our notes receivable decreased $315 due to lower note balances in fiscal 2012 as compared to fiscal 2011.

The overall annual effective tax rate for fiscal 2012 was 32.6% on $165,388 of income before income taxes, compared to 30.7% on $132,337 of income before income taxes for fiscal 2011. The primary reason for the increase in the overall effective income tax rate was the larger favorable settlement of certain uncertain tax positions that occurred in the fiscal year ended July 31, 2011 compared to the fiscal year ended July 31, 2012, as well as the expiration of certain tax credits in fiscal 2012 and the fiscal 2011 impact of the retroactive reinstatement of the federal research and development tax credit on December 17, 2010.

The changes in costs and price within our businesses due to inflation were not significantly different from inflation in the United States economy as a whole. Levels of capital investment, pricing and inventory investment in our business were not materially affected by changes caused by inflation.

 

25


Table of Contents

SEGMENT REPORTING

Towable Recreational Vehicles

  Analysis of Change in Net Sales for Fiscal 2012 vs. Fiscal 2011

 

         Fiscal 2012          % of
Segment
    Net Sales    
         Fiscal 2011          % of
Segment
    Net Sales    
     Change
    Amount    
     %
    Change    
 

NET SALES:

                 

Towables

                 

  Travel Trailers

    $ 1,068,350         46.7        $ 925,784         46.8       $ 142,566         15.4   

  Fifth Wheels

     1,195,235         52.3         1,030,722         52.1         164,513         16.0   

  Other

     22,278         1.0         20,910         1.1         1,368         6.5   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

Total Towables

    $       2,285,863         100.0        $       1,977,416         100.0       $ 308,447         15.6   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    
         Fiscal 2012          % of
Segment
    Shipments    
         Fiscal 2011          % of
Segment
    Shipments    
     Change
    Amount    
     %
    Change    
 

# OF UNITS:

                 

Towables

                 

  Travel Trailers

     55,518         63.2         50,111         61.7         5,407         10.8   

  Fifth Wheels

     31,653         36.0         30,445         37.5         1,208         4.0   

  Other

     701         0.8         678         0.8         23         3.4   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

Total Towables

     87,872         100.0         81,234         100.0         6,638         8.2   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

IMPACT OF CHANGE IN MIX AND PRICE ON NET SALES:

 

     %
Increase
 

Towables

  

  Travel Trailers

     4.6   

  Fifth Wheels

     12.0   

  Other

     3.1   

Total Towables

     7.4   

The increase in total towables net sales of 15.6% compared to the prior year period resulted from an 8.2% increase in unit shipments and a 7.4% increase in the impact of the change in the net price per unit. Heartland accounted for $83,485 of the total $308,447 increase in towables net sales and for 1,695 of the 6,638 increase in total towable unit sales, as Heartland’s results include twelve months in fiscal 2012 as compared with the ten and a half months of operations in fiscal 2011 from the date of its acquisition.

The increase in the net price per unit within the travel trailer and fifth wheel product lines is due to customer preferences toward higher priced units with additional features and upgrades compared to fiscal 2011. In addition, average fifth wheel selling prices also increased due to the introductions of the Redwood and other luxury product lines and certain upscale toy hauler lines since the spring of 2011. Selling price increases were implemented for many models within both the travel trailer and fifth wheel product lines since the spring of 2011. These increases were partially offset by increased discounting and dealer sales incentive programs, including interest reimbursement programs, as compared to the prior year period, which effectively reduces the net sales price per unit. The “other” category relates primarily to sales in the park model industry.

The overall industry increase in travel trailer and fifth wheel wholesale unit shipments for the twelve month period ended July 31, 2012 was 10.9% compared to the same period in fiscal 2011 according to statistics published by RVIA.

Cost of products sold increased $290,106 to $2,002,824, or 87.6% of towable net sales, for fiscal 2012 compared to $1,712,718, or 86.6% of towable net sales, for fiscal 2011. The change in material, labor, freight-out and warranty comprised $277,602 of the $290,106 increase in cost of products sold and was due to increased sales volume. Material, labor, freight-out and warranty as a combined percentage of towable net sales increased to 81.9% in fiscal 2012 from 80.7% in fiscal 2011. This 1.2% increase as a percentage of towable net sales is partially due to an increase in discounting in fiscal 2012, which effectively decreases the net sales price per unit and therefore increases the unit material cost percentage to net sales.

 

26


Table of Contents

Product mix, material cost increases and higher warranty costs due to increasing product complexities also contributed to this percentage increase. Total manufacturing overhead increased $12,504 to $130,390 in fiscal 2012 compared to $117,886 in fiscal 2011. Variable costs in manufacturing overhead increased $14,041 to $120,104 or 5.3% of towable net sales for fiscal 2012 compared to $106,063 or 5.4% of towable net sales for fiscal 2011 due to increased production. Fixed costs in manufacturing overhead, which consists primarily of facility costs, property taxes and depreciation, decreased $1,537 to $10,286 in fiscal 2012 from $11,823 in fiscal 2011 reflecting property tax assessment reductions in fiscal 2012.

Towable gross profit increased $18,341 to $283,039, or 12.4% of towable net sales, for fiscal 2012 compared to $264,698, or 13.4% of towable net sales, for fiscal 2011. The increase in gross profit was due primarily to the 8.2% increase in unit sales volume, whereas the decrease in gross profit percentage was primarily due to the increased discounting in fiscal 2012 and the increase in cost of products as a percentage of net sales noted above.

Selling, general and administrative expenses were $114,080, or 5.0% of towable net sales, for fiscal 2012 compared to $109,005, or 5.5% of towable net sales, for fiscal 2011. The primary reason for the $5,075 increase in selling, general and administrative expenses was increased towable net sales, which caused related commissions and other compensation to increase by $8,383. Sales related travel, advertising and promotion costs also increased $2,214 in correlation with the increase in sales. These cost increases were partially offset by the effects of management changes within the towables segment, which caused related bonus expense to decrease by $2,023. Litigation and settlement related costs also decreased $3,646, primarily related to the FEMA Trailer Formaldehyde Litigation costs included in fiscal 2011.

Towable income before income taxes decreased to 7.0% of towable net sales for fiscal 2012 from 7.4% of towable net sales for fiscal 2011. The primary factors for this decrease in percentage were the increases in the unit discounting percentage and cost of products sold as a percentage of net sales noted above.

Motorized Recreational Vehicles

  Analysis of Change in Net Sales for Fiscal 2012 vs. Fiscal 2011

 

         Fiscal 2012          % of
Segment
    Net Sales    
         Fiscal 2011          % of
Segment
    Net Sales    
     Change
    Amount    
     %
    Change    
 

NET SALES:

                 

Motorized

                 

  Class A

    $ 214,713         60.7        $ 219,345         60.4       $ (4,632)         (2.1)   

  Class C

     108,849         30.8         121,640         33.5         (12,791)         (10.5)   

  Class B

     30,373         8.5         22,041         6.1         8,332         37.8   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

Total Motorized

    $         353,935         100.0        $         363,026         100.0       $ (9,091)         (2.5)   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    
           Fiscal 2012            % of
Segment
    Shipments    
         Fiscal 2011          % of
Segment
    Shipments    
     Change
    Amount    
     %
    Change    
 

# OF UNITS:

                 

Motorized

                 

  Class A

     2,354         49.9         2,417         48.6         (63)         (2.6)   

  Class C

     2,064         43.7         2,313         46.5         (249)         (10.8)   

  Class B

     302         6.4         245         4.9         57         23.3   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

Total Motorized

     4,720         100.0         4,975         100.0         (255)         (5.1)   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

IMPACT OF CHANGE IN MIX AND PRICE ON NET SALES:

     %
Increase
 

Motorized

  

Class A

     0.5   

Class C

     0.3   

Class B

     14.5   

Total Motorized

     2.6   

 

27


Table of Contents

The decrease in total motorized net sales of 2.5% compared to the prior year period resulted from a 5.1% decrease in unit shipments and a 2.6% overall increase in the impact of the change in the net price per unit resulting primarily from mix of product.

The overall market decrease in unit shipments of motorhomes was 12.2% for the twelve month period ended July 31, 2012 compared to the same period in fiscal 2011 according to statistics published by RVIA.

The overall minimal increase in the net price per unit within the Class A product line is primarily due to the fiscal 2012 sales mix of the more moderately priced gas units as compared to the generally larger and more expensive diesel units remaining consistent with the prior year. Overall, Class A gas unit prices increased slightly while overall Class A diesel prices decreased slightly. The slight increase in the net price per unit within the Class C product line is due to the impact of a smaller concentration of lower priced rental units being sold in fiscal 2012. Within the Class B product line, the increase in the net price per unit is due to a greater concentration of higher priced models in fiscal 2012.

Cost of products sold decreased $11,344 to $317,444, or 89.7% of motorized net sales, for fiscal 2012 compared to $328,788, or 90.6% of motorized net sales, for fiscal 2011. The change in material, labor, freight-out and warranty comprised $9,937 of the $11,344 decrease in cost of products sold and was due to decreased sales volume. Material, labor, freight-out and warranty as a combined percentage of motorized net sales decreased to 84.4% in fiscal 2012 from 85.0% in fiscal 2011. Total manufacturing overhead costs decreased $1,407 to $18,899 in fiscal 2012 compared to $20,306 in fiscal 2011. Variable costs in manufacturing overhead decreased $895 to $16,957, or 4.8% of motorized net sales, for fiscal 2012 compared to $17,852, or 4.9% of motorized net sales, for fiscal 2011. Fixed costs in manufacturing overhead, which consists primarily of facility costs, property taxes and depreciation, decreased $512 to $1,942 in fiscal 2012 from $2,454 in fiscal 2011.

Motorized gross profit increased $2,253 to $36,491, or 10.3% of motorized net sales, for fiscal 2012 compared to $34,238, or 9.4% of motorized net sales, for fiscal 2011. The increases in gross profit and gross profit percentage were due primarily to the cost of products sold reductions as a percentage of motorized sales noted above.

Selling, general and administrative expenses were $18,016, or 5.1% of motorized net sales, for fiscal 2012 compared to $19,421, or 5.3% of motorized net sales, for fiscal 2011. The decrease of $1,405 is primarily due to a decrease of $883 in bonus expense and $748 in office salaries due to management changes within the motorized segment.

Motorized income before income taxes was 5.2% of motorized net sales for fiscal 2012 and 3.5% of motorized net sales for fiscal 2011. This increase in percentage reflects the favorable impact of the increase in gross profit percentage in fiscal 2012 and the negative impact of the fiscal 2011 trademark impairment charge of $2,036.

Financial Condition and Liquidity

As of July 31, 2013, we had cash and cash equivalents of $236,601 compared to $218,642 on July 31, 2012. The components of the $17,959 increase are described in more detail below, but the increase is primarily due to the $145,066 provided by operations in fiscal 2013, while $24,305 was used for capital expenditures and $117,687 was used for the payment of cash dividends to our stockholders, which included regular quarterly dividends totaling $38,162 and a special dividend of $79,525.

Working capital at July 31, 2013 was $469,032 compared to $373,796 at July 31, 2012. Capital acquisitions of $24,190 (includes $420 for discontinued operations) for the fiscal year ended July 31, 2013 were made primarily to purchase land and buildings to expand our RV operations and replace machinery and equipment used in the ordinary course of business.

In fiscal year 2014, we anticipate the sale of our bus business, which is expected to close on or before November 1, 2013, to result in a one-time cash inflow of approximately $100 million, subject to closing adjustments including working capital changes until closing. We believe our on hand cash and cash equivalents, and funds generated from continuing operations and the sale of the bus business, will be sufficient to fund expected future operational requirements. We have relied on internally generated cash flows from operations to finance substantially all our growth. We may, however, consider debt to make an acquisition.

Our three main priorities for the use of current and future available cash include growing our core RV business, both organically and through acquisitions, maintaining and growing our regular dividends over time, and strategic share repurchases or special dividends as determined by the Company’s Board.

In regard to growing our business, we anticipate capital expenditures in fiscal 2014 of approximately $24,000, primarily for expanding our recreational vehicle facilities and replacing and upgrading machinery, equipment and other assets to be used in the ordinary course of business. In addition, subsequent to our 2013 fiscal year end we spent approximately $18,000, subject to working capital adjustments, for the asset acquisition of recreational vehicle manufacturer Livin’ Lite as disclosed in Note 16 to the Consolidated Financial Statements. We will consider additional strategic growth acquisitions that complement or expand our ongoing RV operations.

 

28


Table of Contents

Relative to regular dividends, the Company’s Board currently intends to continue quarterly cash dividend payments in the future. The declaration of future dividends and the establishment of the per share amounts, record dates and payment dates for any such future dividends are subject to the determination of the Board, and will be dependent upon future earnings, cash flows and other factors. There are no limitations on the Company’s ability to pay dividends pursuant to any credit facility.

Future purchases of the Company’s common stock or special cash dividends may occur as determined by the Board based upon market and business conditions, and excess cash availability, subject to applicable legal limitations.

Operating Activities

Net cash provided by operating activities for fiscal 2013 was $145,066 compared to net cash provided by operating activities of $118,841 for fiscal 2012. The combination of net income and non-cash items (primarily depreciation, amortization, impairments, stock-based compensation and deferred income taxes) provided $184,239 of operating cash for fiscal 2013 compared to $143,754 in the prior year period.

Investing Activities

Net cash used in investing activities for fiscal 2013 was $13,996, primarily for capital expenditures of $24,305 and $10,718 for the acquisitions of the Krystal and Federal Coach bus businesses, partially offset by proceeds from notes receivable of $7,000 and $12,051 in net proceeds from the disposition of the ambulance product line. The capital expenditures of $24,305 included approximately $18,700 for land, building and office additions and improvements at continuing operations with the remainder primarily to replace machinery and equipment used in the ordinary course of business. Net cash used in investing activities for fiscal 2012 was $7,854, primarily for capital expenditures of $10,063. The capital expenditures of $10,063 included approximately $4,600 and $2,800, respectively, for plant expansions and machinery and equipment upgrades in our towable operations.

Financing Activities

Net cash used in financing activities of $113,111 for fiscal 2013 was primarily for cash dividend payments. The Company paid a regular quarterly $0.18 per share dividend in each of the four quarters of fiscal 2013 and a special $1.50 per share dividend in December 2012, the combination of which totaled $117,687. The Company increased its previous regular quarterly dividend of $0.15 per share to $0.18 per share in October 2012. In October 2011, the Company increased its previous regular quarterly dividend of $0.10 per share to $0.15 per share.

Net cash used in financing activities of $107,780 for fiscal 2012 was primarily related to the repurchase of a total of 3,000,000 shares of common stock of the Company for $77,000 and cash dividend payments of $32,322. The Company repurchased the shares at a discount to the then current market price and did not incur brokerage fees.

The Company considered the special $1.50 per share dividend and the repurchases of shares to be prudent uses of its cash and does not believe future liquidity will be negatively impacted. See Note 15 to the Consolidated Financial Statements contained elsewhere in this report for a description of the share repurchase transactions.

Critical Accounting Principles

Our Consolidated Financial Statements are prepared in conformity with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires the use of estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented. We believe that of our accounting policies, the following may involve a higher degree of judgment, estimates and complexity.

Impairment of Goodwill, Intangible and Long-Lived Assets

In September 2011, the FASB issued ASU No. 2011-08, “Testing Goodwill for Impairment”, to simplify how entities test goodwill for impairment. This guidance permits an entity to assess qualitative factors to determine whether it is more likely than not (defined as more than fifty percent) that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the current two-step goodwill impairment test. The two-step goodwill impairment test that begins with estimating the fair value of the reporting unit will only be required if the entity determines that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. The adoption of this guidance in fiscal year 2013 did not have a significant impact on the Company’s Consolidated Financial Statements.

 

29


Table of Contents

We review our long-lived assets (individually or in a related group as appropriate) for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable from future cash flows attributable to the assets. Additionally, we review our goodwill for impairment at least annually on April 30 of each year. Accordingly, we continually assess whether events or changes in circumstances represent a ‘triggering’ event that would require us to complete an impairment assessment. Factors that we consider in determining whether a triggering event has occurred include, among other things, whether there has been a significant adverse change in legal factors, business climate or competition related to the operation of the asset, whether there has been a significant decrease in actual or expected operating results related to the asset and whether there are current plans to sell or dispose of the asset. The determination of whether a triggering event has occurred is subject to significant management judgment, including at which point or fiscal quarter a triggering event has occurred when the relevant adverse factors persist over extended periods.

Should a triggering event be deemed to occur, and for each of the annual goodwill impairment assessments, management is required to estimate the expected net cash flows to be realized over the life of the asset and/or the asset’s fair value. Fair values are often determined by a discounted cash flow model, although we also use a market approach in determining fair values when appropriate. These estimates are also subject to significant management judgment including the determination of many factors such as sales growth rates, gross margin patterns, cost growth rates, terminal value assumptions, discount rates and comparable companies. Changes in these estimates can have a significant impact on the determination of cash flows and fair value and could potentially result in future material impairments. Management engages an independent valuation firm in many cases to assist in its impairment assessments.

See Note 3 and Note 6 to the Consolidated Financial Statements for discussion of certain fiscal 2013 goodwill, intangible and long-lived asset impairment charges.

As of July 31, 2013, the Company has four continuing individual reporting units that carry goodwill. One reporting unit carries 50% of our consolidated goodwill of $238,103 and a second reporting unit carries another 40% of our consolidated goodwill. For these two reporting units, our estimate of their fair values exceeded their respective carrying values by 293% and 87%, respectively, as of our April 30, 2013 assessment. The other two reporting units’ fair values exceeded their respective carrying values by 224% and 195%, respectively.

Insurance Reserves

Generally, we are self-insured for workers’ compensation, products liability and group medical insurance. Under these plans, liabilities are recognized for claims incurred, including those incurred but not reported. The liability for workers’ compensation claims is determined by the Company with the assistance of a third party administrator and actuary using various state statutes and historical claims experience. Group medical reserves are estimated using historical claims experience. We have a self-insured retention (“SIR”) for products liability and personal injury matters of $5,000 per occurrence. Beginning April 1, 2012, this SIR for bus related matters is $7,500 per occurrence. We have established a liability on our balance sheet for such occurrences based on historical data, known cases and actuarial information. Amounts above the SIR, up to a certain dollar amount, are covered by our excess insurance policy. Currently, we maintain excess liability insurance aggregating $50,000 with outside insurance carriers to minimize our risks related to catastrophic claims in excess of our self-insured positions for products liability and personal injury matters. Any material change in the aforementioned factors could have an adverse impact on our operating results.

Product Warranty

We generally provide retail customers of our products with a one-year warranty covering defects in material or workmanship, with longer warranties on certain structural components. We record a liability based on our best estimate of the amounts necessary to settle future and existing claims on products sold as of the balance sheet date. Factors we use in estimating the warranty liability include a history of units sold, existing dealer inventory, average cost incurred and a profile of the distribution of warranty expenditures over the warranty period. A significant increase in dealer shop rates, the cost of parts or the frequency of claims could have a material adverse impact on our operating results for the period or periods in which such claims or additional costs materialize. Management believes that the warranty liability is adequate; however, actual claims incurred could differ from estimates, requiring adjustments to the reserves. Warranty liabilities are reviewed and adjusted as necessary on at least a quarterly basis.

Income Taxes

The objectives of accounting for income taxes are to recognize the amount of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in our financial statements or tax returns. Judgment is required in assessing the future tax consequences of events that have been recognized in our financial statements or tax returns. Fluctuations in the actual outcome of these tax consequences could materially impact our financial position or results of operations.

 

30


Table of Contents

We recognize liabilities for uncertain tax positions based on a two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step requires us to estimate and measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. It is inherently difficult and subjective to estimate such amounts, as we have to determine the probability of various possible outcomes. We reevaluate these uncertain tax positions on a quarterly basis. This evaluation is based on factors including, but not limited to, changes in facts or circumstances, changes in tax law, effectively settled issues under audit and new audit activity. Such a change in recognition or measurement would result in the recognition of a tax benefit or an additional charge to the tax provision.

Significant judgment is required in determining our provision for income taxes, our deferred tax assets and liabilities and valuation allowance recorded against our deferred tax assets, if any. Valuation allowances must be considered due to the uncertainty of realizing deferred tax assets. Companies must assess whether valuation allowances should be established against their deferred tax assets on a tax jurisdictional basis based on the consideration of all available evidence, using a more likely than not standard. We have evaluated the sustainability of our deferred tax assets on our Consolidated Balance Sheets which includes the assessment of the cumulative income over recent prior periods.

Revenue Recognition

Revenues from the sale of recreational vehicles are recorded primarily when all of the following conditions have been met:

1) An order for a product has been received from a dealer;

2) Written or oral approval for payment has been received from the dealer’s flooring institution, if applicable;

3) A common carrier signs the delivery ticket accepting responsibility for the product as agent for the dealer; and

4) The product is removed from our property for delivery to the dealer who placed the order.

These conditions are generally met when title passes, which is when vehicles are shipped to dealers in accordance with shipping terms, which are primarily FOB shipping point. Most sales are made to dealers financing their purchases under flooring arrangements with banks or finance companies. Certain shipments are sold to customers on credit or cash on delivery (“COD”) terms. We recognize revenue on credit sales upon shipment and COD sales upon payment and delivery.

Products are not sold on consignment, dealers do not have the right to return products and dealers are typically responsible for interest costs to floor plan lenders.

Repurchase Commitments

We are contingently liable under terms of repurchase agreements with financial institutions providing inventory financing for certain dealers of certain of our products. These arrangements, which are customary in the industry, provide for the repurchase of products sold to dealers in the event of default by the dealer. In addition to the guarantee under these repurchase agreements, we may also be required to repurchase inventory relative to dealer terminations in certain states in accordance with state laws or regulatory requirements. The repurchase price is generally determined by the original sales price of the product and pre-defined curtailment arrangements and we typically resell the repurchased product at a discount from its repurchase price. We account for the guarantee under our repurchase agreements of our dealers’ financing by estimating and deferring a portion of the related product sale that represents the estimated fair value of the repurchase obligation. The estimated fair value takes into account our estimate of the loss we will incur upon resale of any repurchases. This estimate is based on recent historical experience supplemented by management’s assessment of current economic and other conditions affecting our dealers. This deferred amount is included in our repurchase and guarantee reserve.

Our risk of loss under these repurchase agreements is reduced because (a) we sell our products to a large number of dealers under these arrangements, (b) the repurchase price we are obligated to pay declines over the period of the agreements (generally up to eighteen months) while the value of the related product may not decline ratably and (c) we have historically been able to readily resell any repurchased product. We believe that any future losses under these agreements will not have a significant effect on our consolidated financial position or results of operations.

 

31


Table of Contents

Principal Contractual Obligations and Commercial Commitments

Our principal contractual obligations and commercial commitments at July 31, 2013 are summarized in the following charts. We have no other material off balance sheet commitments:

 

     Payments Due By Period  
Contractual Obligations        Total          Fiscal 2014        Fiscal 2015-2016       Fiscal 2017-2018       After 5 Years    

Operating leases

     $      2,630         $         877         $               1,148         $            605         $                –   

Chassis consigned inventory (1)

     12,650         12,650                           

Unrecognized tax benefits (2)

             2,745                 2,745                                  –                           –                           –   

Total contractual cash obligations

     $    18,025         $    16,272         $                1,148         $            605         $                 –   

(1)   All relates to discontinued operations.

(2)   We have included in unrecognized tax benefits $2,745 for payments expected to be made in fiscal 2014. Unrecognized tax benefits in the amount of $41,219 have been excluded from the table because we are unable to determine a reasonably reliable estimate of the timing of future payment.

 

           Total      Amount of Commitment Expiration Per Period  
Other Commercial Commitments   

      Amounts

      Committed

    

Less Than

One Year (1)

         1-3 Years          4-5 Years        Over 5 Years  

Guarantees

     $            375         $           375          $                  –         $                –         $                –   

Standby repurchase obligations (1)

         1,027,567               545,926                  481,641                           –                           –   

Total commercial commitments

     $  1,027,942         $    546,301         $       481,641         $                 –         $                 –   

 

(1)

The standby repurchase obligations generally extend up to eighteen months from the date of sales of the related product to the dealer. In estimating the expiration of the standby repurchase obligations, we used inventory reports as of July 31, 2013 from our dealers’ lending institutions and made an assumption for obligations for inventory aged 0-12 months that it was financed evenly over the twelve month period.

Accounting Pronouncements

Reference is made to Note 1 to the Consolidated Financial Statements contained in this report for a summary of our recently adopted accounting pronouncements, which summary is hereby incorporated by reference.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

None.

 

32


Table of Contents

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA — SEE ITEM 15

  Quarterly Financial Data (Unaudited)

 

     October 31      January 31      April 30 (2)      July 31 (3)  

Fiscal 2013

           

Net sales

    $     761,424        $     636,605        $     929,765        $     914,001   

Gross profit from continuing operations

     92,303         67,518         124,559         140,159   

Net income from continuing operations

     28,749         19,019         48,713         55,195   

Net income

     30,988         19,896         43,757         58,221   

Earnings per common share from continuing operations: (1)

           

  Basic

     0.54         0.36         0.92         1.04   

  Diluted

     0.54         0.36         0.92         1.04   

Earnings per common share: (1)

           

  Basic

     0.59         0.38         0.83         1.10   

  Diluted

     0.58         0.37         0.82         1.09   

Dividends declared and paid per common share

     0.18         1.68         0.18         0.18   

Market prices per common share

           

  High

    $ 38.93        $ 45.75        $ 42.67        $ 55.77   

  Low

    $ 26.93        $ 35.77        $ 34.51        $ 36.40   
     October 31      January 31      April 30      July 31  

Fiscal 2012

           

Net sales

    $ 561,660        $ 500,994        $ 807,196        $ 769,948   

Gross profit from continuing operations

     64,796         52,664         99,728         102,342   

Net income from continuing operations

     19,052         12,130         39,368         40,885   

Net income

     22,358         13,680         41,341         44,360   

Earnings per common share from continuing operations: (1)

           

  Basic

     0.35         0.22         0.74         0.77   

  Diluted

     0.35         0.22         0.74         0.77   

Earnings per common share: (1)

           

  Basic

     0.41         0.25         0.78         0.84   

  Diluted

     0.41         0.25         0.78         0.84   

Dividends declared and paid per common share

     0.15         0.15         0.15         0.15   

Market prices per common share

           

  High

    $ 29.08        $ 31.82        $ 34.56        $ 34.70   

  Low

    $ 17.62        $ 22.25        $ 29.81        $ 26.27   

 

  (1)

Earnings per common share are computed independently for each of the quarters presented. The summation of quarterly amounts does not necessarily equal the total earnings per common share reported for the year. This is due to changes in the weighted average shares outstanding during the year.

 

  (2)

Includes non-cash goodwill and intangible asset impairments of $6,810 and $4,715, respectively, associated with a subsidiary in our discontinued bus business.

 

  (3)

Includes a non-cash long-lived asset impairment of $2,000 associated with a subsidiary in our towables segment.

 

33


Table of Contents

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Part A – Disclosure Controls and Procedures

The Company maintains “disclosure controls and procedures”, as such term is defined under Securities Exchange Act Rule 13a-15(e), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. In designing and evaluating the disclosure controls and procedures, the Company’s management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives and the Company’s management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. The Company has carried out an evaluation, as of the end of the period covered by this report, under the supervision and with the participation of the Company’s management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms and accumulated and communicated to the Company’s management as appropriate to allow for timely decisions regarding required disclosure.

Part B – Management’s Annual Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f). Internal control over financial reporting refers to a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that our receipts and expenditures are being made only in accordance with authorizations of our management and members of our Board of Directors and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

Because of its inherent limitations, internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. Projections of any evaluation of effectiveness to future periods are also subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with established policies or procedures may deteriorate.

The Company’s management conducted an assessment of the effectiveness of our internal control over financial reporting as of July 31, 2013 using the criteria set forth in Internal Control — Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on its assessment, management believes that as of July 31, 2013, the Company’s internal control over financial reporting is effective based on those criteria.

Our independent registered public accounting firm, Deloitte & Touche LLP, has issued an attestation report on our internal control over financial reporting. The report appears in Part D of this Item 9A.

Part C – Changes in Internal Control Over Financial Reporting

During the fourth quarter of fiscal year 2013, there have been no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

34


Table of Contents

Part D – Attestation Report of Independent Registered Public Accounting Firm

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Thor Industries, Inc.

Elkhart, Indiana

We have audited the internal control over financial reporting of Thor Industries, Inc. and subsidiaries (the “Company”) as of July 31, 2013, based on criteria established in Internal Control — Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of July 31, 2013, based on the criteria established in Internal Control — Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements of the Company as of and for the year ended July 31, 2013 and our report dated September 26, 2013 expressed an unqualified opinion on those financial statements.

/s/ Deloitte & Touche LLP

Chicago, Illinois

September  26, 2013

ITEM 9B. OTHER INFORMATION

None.

 

35


Table of Contents

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The Company has adopted a written code of ethics, the “Thor Industries, Inc. Business Ethics Policy”, which is applicable to all directors, officers and employees of the Company, including the Company’s principal executive officer, principal financial officer, principal accounting officer or controller and other executive officers identified pursuant to this Item 10 who perform similar functions (collectively, the “Selected Officers”). In accordance with the rules and regulations of the SEC, a copy of the code has been posted on the Company’s website and is also available in print to any person, without charge, upon request. The Company intends to disclose any changes in or waivers from its code of ethics applicable to any Selected Officer on its website at www.thorindustries.com or by filing a Form 8-K.

The other information in response to this Item is included under the captions OUR BOARD OF DIRECTORS; EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS; BOARD OF DIRECTORS: STRUCTURE, COMMITTEES AND CORPORATE GOVERNANCE and SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE, in the Company’s definitive Proxy Statement to be filed with the SEC pursuant to Regulation 14A, which portions of said Proxy Statement are hereby incorporated by reference.

ITEM 11. EXECUTIVE COMPENSATION

The information required in response to this Item is contained under the captions EXECUTIVE COMPENSATION and DIRECTOR COMPENSATION in the Company’s definitive Proxy Statement to be filed with the SEC pursuant to Regulation 14A, which portions of said Proxy Statement are hereby incorporated by reference.

Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee of the Board of Directors is or was formerly an officer or employee of the Company or any of its subsidiaries. During fiscal 2013, no executive officer of the Company or any of its subsidiaries served on the compensation committee (or equivalent), or the Board of Directors, of another entity whose executive officer(s) served on our Compensation Committee or Board of Directors.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

Equity Compensation Plan Information

The following table provides information as of July 31, 2013 about the Company’s Common Stock that is authorized for issuance under the Company’s equity compensation plans, including the Thor Industries, Inc. 2010 Equity and Incentive Plan (the “2010 Plan”), the Thor Industries, Inc. 2006 Equity Incentive Plan (the “2006 Plan”) and the Thor Industries, Inc. 1999 Stock Option Plan (the “1999 Plan”).

 

Plan Category    Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights
(a)
   Weighted-average
exercise price of
outstanding options,
warrants and rights
(b)
   Number of securities remaining
available for future issuance  under
equity compensation plans
(excluding securities reflected in
column (a))
(c)
Equity compensation plans approved by security holders            106,313  (1)                  $                31.48                   1,880,461  (2)      
Equity compensation plans not approved by security holders                                        –                                               –                                              –        

Total

                            106,313                     $                 31.48                               1,880,461        

 

(1)

Represents shares underlying stock options granted pursuant to the 2010 Plan, the 2006 Plan and the 1999 Plan. The 1999 Plan was frozen in 2006 upon the adoption of the 2006 Plan.

 

(2)

Represents shares remaining available for future issuance pursuant to the 2010 Plan and the 2006 Plan.

The other information required in response to this Item is contained under the captions OWNERSHIP OF COMMON STOCK and SUMMARIES OF EQUITY COMPENSATION PLANS in the Company’s definitive Proxy Statement, to be filed with the SEC pursuant to Regulation 14A, which portions of said Proxy Statement are hereby incorporated by reference.

 

36


Table of Contents

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

The information required in response to this Item is contained under the captions CERTAIN RELATIONSHIPS AND TRANSACTIONS WITH MANAGEMENT and BOARD OF DIRECTORS: STRUCTURE, COMMITTEES AND CORPORATE GOVERNANCE in the Company’s definitive Proxy Statement to be filed with the SEC pursuant to Regulation 14A, which portions of said Proxy Statement are hereby incorporated by reference.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required in response to this Item is contained under the caption INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES in the Company’s definitive Proxy Statement, to be filed with the Commission pursuant to Regulation 14A, which portion of said Proxy Statement is hereby incorporated by reference.

 

37


Table of Contents

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)  (1) Financial Statements

 

     Page     

Report of Independent Registered Public Accounting Firm

   F-1   

Consolidated Balance Sheets, July 31, 2013 and 2012

   F-2   

Consolidated Statements of Income and Comprehensive Income for the Years Ended July  31, 2013, 2012 and 2011

   F-4   

Consolidated Statements of Stockholders’ Equity for the Years Ended July 31, 2013, 2012 and 2011

   F-5   

Consolidated Statements of Cash Flows for the Years Ended July 31, 2013, 2012 and 2011

   F-6   

Notes to the Consolidated Financial Statements for the Years Ended July 31, 2013, 2012 and 2011

   F-7   

(b) Exhibits

 

Exhibit    

    

Description

3.1     

Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3(a) of the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2001)

 
3.2     

Certificate of Amendment to Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 of the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2004)

 
3.3     

By-laws (incorporated by reference to Exhibit 3(b) of the Company’s Registration Statement No. 33-13827)

 
3.4     

First Amendment to the By-laws of the Company (incorporated by reference to Exhibit 3(ii) of the Company’s Current Report on Form 8-K dated March 11, 2010)

 
4.1     

Form of Common Stock Certificate (incorporated by reference to Exhibit 4(a) of the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 1987)

 
10.1     

Thor Industries, Inc. 1999 Stock Option Plan (incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement on Form S-8 dated November 5, 1999)

 
10.2     

Thor Industries, Inc. Restricted Stock Plan (incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement on Form S-8 dated December 3, 1997)

 
10.3     

Thor Industries, Inc. 2006 Equity Incentive Plan (incorporated by reference to Exhibit 10.4 of the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2007)

 
10.4     

Thor Industries, Inc. Amended and Restated Deferred Compensation Plan (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K dated December 15, 2008)

 
10.5     

Thor Industries, Inc. 2008 Annual Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K dated December 15, 2008)

 
10.6     

Thor Industries, Inc. Form of Indemnification Agreement for executive officers and directors of the Company (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended January 31, 2011)

 
10.7     

Thor Industries, Inc. Form of Stock Option Agreement for grants under the Thor Industries, Inc. 2006 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K dated May 6, 2008)

 
10.8     

Thor Industries, Inc. Form of Restricted Stock Award Certificate and Restricted Stock Award Agreement – for grants to directors for grants under the Thor Industries, Inc. 2006 Equity Incentive Plan (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K dated May 6, 2008)

 
10.9     

Thor Industries, Inc. Form of Restricted Stock Award Certificate and Restricted Stock Award Agreement – for grants to employees and consultants for grants under the Thor Industries, Inc. 2006 Equity Incentive Plan (incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K dated May 6, 2008)

 
10.10     

Credit Agreement between the Company and Stephen Adams, in his individual capacity, and Stephen Adams and his successors, as trustee under the Stephen Adams Living Trust, dated January 15, 2009 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K dated January 22, 2009)

 
10.11     

Credit Agreement between the Company and Stephen Adams, in his individual capacity, and Stephen Adams and his successors, as trustee under the Stephen Adams Living Trust, dated January 30, 2009 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K dated February 3, 2009)

 
10.12     

Repurchase Agreement, dated as of December 17, 2009, between the Company and the Estate of Wade F.B. Thompson (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K dated December 17, 2009)

 

 

38


Table of Contents

10.13

    

Credit Agreement between the Company and Marcus Lemonis, Stephen Adams, in his individual capacity, and Stephen Adams and his successors, as trustee under the Stephen Adams Living Trust, dated as of December 22, 2009 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K dated December 22, 2009)

 

10.14

    

Amended and Restated Dealer Exclusivity Agreement, dated as of January 30, 2009, by and among Thor Industries, Inc., FreedomRoads Holding Company, LLC, and certain subsidiaries of FreedomRoads, LLC (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended April 30, 2011)

 

10.15

    

Amendment to Exclusivity Agreement between the Company, FreedomRoads Holding Company, LLC, FreedomRoads, LLC and certain subsidiaries of FreedomRoads, LLC, dated as of December 22, 2009 (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K dated December 22, 2009)

 

10.16

    

First Amendment to Credit Agreement, dated January 15, 2009, between the Company and Stephen Adams, in his individual capacity, and Stephen Adams and his successors, as trustee under the Stephen Adams Living Trust, dated December 22, 2009 (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K dated December 22, 2009)

 

10.17

    

First Amendment to Credit Agreement, dated January 30, 2009, between the Company and Stephen Adams, in his individual capacity, and Stephen Adams and his successors, as trustee under the Stephen Adams Living Trust, dated December 22, 2009 (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K dated December 22, 2009)

 

10.18

    

Stock Option Agreement between the Company and Ronald Fenech, dated April 28, 2010 (incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q for the quarter ended April 30, 2010)

 

10.19

    

Thor Industries, Inc. 2010 Equity and Incentive Plan (incorporated by reference to Appendix D to the Company’s Proxy Statement on Schedule 14A filed on November 2, 2010)

 

10.20

    

Form of Stock Option Agreement for grants under the Thor Industries, Inc. 2010 Equity and Incentive Plan (incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended April 30, 2011)

 

10.21

    

Stock Purchase Agreement, dated as of September 16, 2010, by and among Thor Industries, Inc., Heartland RV Holdings, L.P., Towable Holdings, Inc. and Heartland Recreational Vehicles, LLC and certain other persons named therein (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K dated September 22, 2010)

 

10.22

    

Registration Rights Agreement, dated as of September 16, 2010, by and among Thor Industries, Inc. and certain holders of shares of capital stock of Thor Industries, Inc. (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K dated September 22, 2010)

 

10.23

    

Letter Agreement, dated July 8, 2011, by and among Thor Industries, Inc., Catterton Partners VI, L.P., Catterton Partners VI Offshore, L.P., CP6 Interest Holdings, LLC, and CPVI Coinvest, LLC (incorporated by reference to Exhibit 99.1 of the Company’s Current Report on Form 8-K dated July 13, 2011)

 

10.24

    

Repurchase Agreement, dated as of August 12, 2011, between the Company and the Estate of Wade F.B. Thompson (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K dated August 12, 2011)

 

10.25

    

Repurchase Agreement, dated as of January 18, 2012, between the Company and the Estate of Wade F.B. Thompson (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K dated January 18, 2012)

 

10.26

    

Repurchase Agreement, dated as of January 18, 2012, between the Company and Catterton Partners VI, L.P. (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K dated January 18, 2012)

 

10.27

    

Repurchase Agreement, dated as of January 18, 2012, between the Company and Catterton Partners VI Offshore, L.P. (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K dated January 18, 2012)

 

10.28

    

Repurchase Agreement, dated as of January 18, 2012, between the Company and CP6 Interest Holdings, L.L.C. (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K dated January 18, 2012)

 

10.29

    

Repurchase Agreement, dated as of January 18, 2012, between the Company and CPVI Coinvest, L.L.C. (incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K dated January 18, 2012)

 

10.30

    

Employment offer letter, dated January 26, 2012, from the Company to Bob Martin (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K dated January 31, 2012)

 

10.31

    

Stipulation of Settlement, executed on April 13, 2012 by the Company, in the case of In Re: FEMA Trailer Formaldehyde Product Liability Litigation, MDL No. 1873, before the United States District Court, Eastern District of Louisiana (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K dated April 13, 2012)

 

10.32

    

Form of Restricted Stock Award Certificate and Restricted Stock Award Agreement of Robert W. Martin (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K dated June 7, 2012)

 

10.33

    

Letter of Understanding, dated August 17, 2012 and acknowledged August 20, 2012 (incorporated by reference to Exhibit 99.1 of the Company’s Current Report on Form 8-K dated August 21, 2012)

 

10.34

    

Form of Restricted Stock Unit Award Agreement for Grants to Employees of the Company under the Thor Industries, Inc. 2010 Equity and Incentive Plan (incorporated by reference to Exhibit 99.1 of the Company’s Current Report on Form 8-K dated October 12, 2012)

 

 

39


Table of Contents

10.35

    

Form of Restricted Stock Unit Award Agreement for Grants to Non-Employee Directors of the Company under the Thor Industries, Inc. 2010 Equity and Incentive Plan (incorporated by reference to Exhibit 99.2 of the Company’s Current Report on Form 8-K dated October 12, 2012)

 

10.36

    

Separation and Release Agreement, dated October 25, 2012, by and between the Company and Christian G. Farman (incorporated by reference to Exhibit 99.1 of the Company’s Current Report on Form 8-K dated October 29, 2012)

 

10.37

    

Agreement, dated December 12, 2012 between the Company and Marcus Lemonis, Stephen Adams, in his individual capacity, and Stephen Adams and his successor, as trustee under the Stephen Adams Living Trust (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K dated December 14, 2012)

 

10.38

    

Employment offer letter, dated January 11, 2013 from the Company to Dominic A. Romeo (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K dated January 16, 2013)

 

10.39

    

Stock Purchase Agreement, dated July 31, 2013, between Thor Industries, Inc. and Allied Specialty Vehicles, Inc. (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K dated August 1, 2013)

 

14.1

    

Thor Industries, Inc. Business Ethics Policy (incorporated by reference to Exhibit 14.1 of the Company’s Annual Report on Form 10-K for the year ended July 31, 2010)

 

21.1

    

Subsidiaries of the Company*

 

23.1

    

Consent of Deloitte & Touche LLP, dated September 26, 2013*

 

31.1

    

Certification of the Chief Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

 

31.2

    

Certification of the Chief Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

 

32.1

    

Certification of the Chief Executive Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**

 

32.2

    

Certification of the Chief Financial Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**

 

101.INS

    

XBRL Instance Document**

 

101.SCH

    

XBRL Taxonomy Extension Schema Document**

 

101.CAL

    

XBRL Taxonomy Calculation Linkbase Document**

 

101.PRE

    

XBRL Taxonomy Presentation Linkbase Document**

 

101.LAB

    

XBRL Taxonomy Label Linkbase Document**

 

101.DEF

    

XBRL Taxonomy Extension Definition Linkbase Document**

 

Attached as Exhibits 101 to this report are the following financial statements from the Company’s Annual Report on Form 10-K for the year ended July 31, 2013 formatted in XBRL (“eXtensible Business Reporting Language”): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income and Comprehensive Income, (iii) Consolidated Statements of Stockholders’ Equity, (iv) the Consolidated Statements of Cash Flows and (v) related notes to these financial statements.

The XBRL related information in Exhibits 101 to this Annual Report on Form 10-K shall not be deemed “filed” or a part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, and is not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of those sections.

* Filed herewith

** Furnished herewith

 

40


Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on September 26, 2013 on its behalf by the undersigned, thereunto duly authorized.

 

THOR INDUSTRIES, INC.

(Signed)

    

/s/ Peter B. Orthwein

            
    

Peter B. Orthwein

            
    

Executive Chairman of the Board

            
    

(Principal executive officer)

            

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed on September 26, 2013 by the following persons on behalf of the Registrant and in the capacities indicated.

(Signed)

    

/s/ Peter B. Orthwein

       (Signed)        

/s/ Robert W. Martin

  
    

Peter B. Orthwein

         

Robert W. Martin

  
    

Executive Chairman of the Board

         

Director, Chief Executive Officer and President

  

(Signed)

    

/s/ Dominic A. Romeo

       (Signed)        

/s/ Colleen Zuhl

  
    

Dominic A. Romeo

         

Colleen Zuhl

  
    

Senior Vice President and Chief Financial Officer

         

Vice President and Corporate Controller

  
    

(Principal financial officer)

         

(Principal accounting officer)

  

(Signed)

    

/s/ Andrew E. Graves

       (Signed)        

/s/ James L. Ziemer

  
    

Andrew E. Graves

         

James L. Ziemer

  
    

Director

         

Director

  

(Signed)

    

/s/ Geoffrey A. Thompson

       (Signed)        

/s/ Jan H. Suwinski

  
    

Geoffrey A. Thompson

         

Jan H. Suwinski

  
    

Director

         

Director

  

(Signed)

    

/s/ J. Allen Kosowsky

       (Signed)        

/s/ Alan Siegel

  
    

J. Allen Kosowsky

         

Alan Siegel

  
    

Director

         

Director

  

 

41


Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Thor Industries, Inc.

Elkhart, Indiana

We have audited the accompanying consolidated balance sheets of Thor Industries, Inc. and subsidiaries (the “Company”) as of July 31, 2013 and 2012, and the related consolidated statements of income and comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended July 31, 2013. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Thor Industries, Inc. and subsidiaries at July 31, 2013 and 2012, and the results of their operations and their cash flows for each of the three years in the period ended July 31, 2013, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of July 31, 2013, based on the criteria established in Internal Control—Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated September 26, 2013 expressed an unqualified opinion on the Company’s internal control over financial reporting.

/s/ Deloitte & Touche LLP

Chicago, Illinois

September 26, 2013

 

  F-1   
 

 

  


Table of Contents

Thor Industries, Inc. and Subsidiaries

Consolidated Balance Sheets, July 31, 2013 and 2012

(amounts in thousands except share and per share data)

 

         2013              2012      

Assets

     

Current assets:

     

Cash and cash equivalents

   $ 236,601       $ 218,642   

Accounts receivable:

     

Trade, less allowance for doubtful accounts — $157 in 2013 and $527 in 2012

     230,852         221,655   

Other

     15,527         10,430   

Inventories

     153,036         186,083   

Notes receivable

     6,426         1,000   

Prepaid expenses and other

     5,238         6,179   

Deferred income taxes

     46,518         40,897   

Assets of discontinued operations

     136,506           
  

 

 

    

 

 

 

Total current assets

     830,704         684,886   
  

 

 

    

 

 

 

Property, plant and equipment:

     

Land

     20,885         23,704   

Buildings and improvements

     150,628         166,868   

Machinery and equipment

     73,478         84,863   
  

 

 

    

 

 

 

Total cost

     244,991         275,435   

Less accumulated depreciation

     101,182         111,041   
  

 

 

    

 

 

 

Net property, plant and equipment

     143,809         164,394   
  

 

 

    

 

 

 

Other assets:

     

Goodwill

     238,103         245,209   

Amortizable intangible assets

     97,753         114,227   

Long-term notes receivable

     9,766         22,160   

Other

     8,133         12,178   
  

 

 

    

 

 

 

Total other assets

     353,755         393,774   
  

 

 

    

 

 

 

Total Assets

   $         1,328,268       $         1,243,054   
  

 

 

    

 

 

 

 

See Notes to the Consolidated Financial Statements.

 

  F-2   
 

 

  


Table of Contents

Thor Industries, Inc. and Subsidiaries

Consolidated Balance Sheets, July 31, 2013 and 2012

(amounts in thousands except share and per share data)

 

         2013             2012      

Liabilities and Stockholders’ Equity

    

Current liabilities:

    

Accounts payable

   $ 135,040      $ 143,139   

Accrued liabilities:

    

Compensation and related items

     47,496        41,295   

Product warranties

     84,250        73,280   

Income and other taxes

     21,350        16,129   

Promotions and rebates

     12,580        11,053   

Product/property liability and related liabilities

     10,642        11,044   

Other

     15,207        15,150   

Liabilities of discontinued operations

     35,107          
  

 

 

   

 

 

 

Total current liabilities

     361,672        311,090   
  

 

 

   

 

 

 

Unrecognized income tax benefits

     41,219        44,516   

Deferred income taxes, net

     18,560        20,934   

Other liabilities

     14,203        15,687   
  

 

 

   

 

 

 

Total long-term liabilities

     73,982        81,137   
  

 

 

   

 

 

 

Contingent liabilities and commitments

              

Stockholders’ equity:

    

Preferred stock—authorized 1,000,000 shares; none outstanding

              

Common stock—par value of $.10 a share; authorized, 250,000,000 shares; issued 62,045,264 shares in 2013 and 61,777,849 shares in 2012

     6,205        6,178   

Additional paid-in capital

     198,838        192,248   

Retained earnings

     953,740        918,565   

Accumulated other comprehensive loss—unrealized loss on available-for-sale investments

     (22     (60

Less treasury shares of 8,858,280 in 2013 and 8,857,339 in 2012, at cost

     (266,147     (266,104
  

 

 

   

 

 

 

Total stockholders’ equity

     892,614        850,827   
  

 

 

   

 

 

 

Total Liabilities and Stockholders’ Equity

   $         1,328,268      $         1,243,054   
  

 

 

   

 

 

 

 

See Notes to the Consolidated Financial Statements.

 

  F-3   
 

 

  


Table of Contents

Thor Industries, Inc. and Subsidiaries

Consolidated Statements of Income and Comprehensive Income for the Years Ended July 31, 2013, 2012 and 2011

(amounts in thousands, except per share data)

 

                 2013                      2012                      2011      

Net sales

   $ 3,241,795       $ 2,639,798       $ 2,340,442   

Cost of products sold

     2,817,256         2,320,268         2,041,506   
  

 

 

    

 

 

    

 

 

 

Gross profit

     424,539         319,530         298,936   

Selling, general and administrative expenses

     194,650         148,260         160,532   

Impairment charges

     2,000                 2,036   

Amortization of intangible assets

     10,460         10,651         9,595   

Interest income

     2,628         3,744         3,880   

Interest expense

     6         47         1   

Other income, net

     1,921         1,072         1,685   
  

 

 

    

 

 

    

 

 

 

Income from continuing operations before income taxes

     221,972         165,388         132,337   

Income taxes

     70,296         53,953         40,690   
  

 

 

    

 

 

    

 

 

 

Net income from continuing operations

     151,676         111,435         91,647   

Income from discontinued operations, net of income taxes

     1,186         10,304         14,626   
  

 

 

    

 

 

    

 

 

 

Net income

   $ 152,862       $ 121,739       $ 106,273   
  

 

 

    

 

 

    

 

 

 

Earnings per common share from continuing operations:

        

Basic

   $ 2.86       $ 2.07       $ 1.66   

Diluted

   $ 2.86       $ 2.07       $ 1.66   

Earnings per common share from discontinued operations:

        

Basic

   $ 0.02       $ 0.19       $ 0.26   

Diluted

   $ 0.02       $ 0.19       $ 0.26   

Earnings per common share:

        

Basic

   $ 2.88       $ 2.26       $ 1.92   

Diluted

   $ 2.88       $ 2.26       $ 1.92   

Net income

   $ 152,862       $ 121,739       $ 106,273   

Unrealized appreciation on investments, net of tax effects of $23, $6 and $158

     38         7         257   
  

 

 

    

 

 

    

 

 

 

Comprehensive income

   $ 152,900       $ 121,746       $ 106,530   
  

 

 

    

 

 

    

 

 

 

See Notes to the Consolidated Financial Statements.

 

  F-4   
 

 

  


Table of Contents

Thor Industries, Inc. and Subsidiaries

Consolidated Statements of Stockholders’ Equity for the Years Ended July 31, 2013, 2012 and 2011

(amounts in thousands, except share and per share data)

 

                                               Accumulated  
                                 Additional             Other  
     Treasury Stock      Common Stock      Paid-in      Retained      Comprehensive  
     Shares      Amount      Shares      Amount      Capital      Earnings      Income (Loss)  

July 31, 2010

     5,857,339       $ (189,104)         57,318,849       $ 5,732       $ 95,770       $ 745,204       $ (324)   

Net income

                                             106,273           

Stock option activity

                     78,500         8         1,549                   

Cash dividends - $.40 per common share

                                             (22,329)           

Unrealized appreciation on investments, net of tax

                                                     257   

Heartland acquisition

                     4,300,000         430         90,101                   

Stock compensation expense

                                     2,707                   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

July 31, 2011

     5,857,339         (189,104)         61,697,349         6,170         190,127         829,148         (67)   

Net income

                                             121,739           

Shares purchased

     3,000,000         (77,000)                                           

Stock option and restricted stock activity

                     80,500         8         1,433                   

Cash dividends - $.60 per common share

                                             (32,322)           

Unrealized appreciation on investments, net of tax

                                                     7   

Stock compensation expense

                                     688                   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

July 31, 2012

     8,857,339         (266,104)         61,777,849         6,178         192,248         918,565         (60)   

Net income

                                             152,862           

Stock option and restricted stock activity

     941         (43)         203,951         21         5,783                   

Special dividend - $1.50 per common share

                                             (79,525)           

Cash dividends - $0.72 per common share

                                             (38,162)           

Cashless exercises of stock options

                     63,464         6         (2,009)                   

Unrealized appreciation on investments, net of tax

                                                     38   

Stock compensation expense

                                     2,816                   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

July 31, 2013

     8,858,280       $   (266,147)         62,045,264       $     6,205       $   198,838       $   953,740       $ (22)   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

See Notes to the Consolidated Financial Statements.

 

  F-5   
 

 

  


Table of Contents

Thor Industries, Inc. and Subsidiaries

Consolidated Statements of Cash Flows for the Years Ended July 31, 2013, 2012 and 2011

(amounts in thousands)

 

             2013                      2012                      2011          

Cash flows from operating activities:

        

Net income

     $ 152,862         $ 121,739         $ 106,273   

Adjustments to reconcile net income to net cash provided by operating activities:

        

Depreciation

     13,950         13,843         13,747   

Amortization of intangibles

     11,037         11,135         10,262   

Impairment charges

     13,525                 3,466   

Deferred income tax benefit

     (9,904)         (3,442)         (2,839)   

(Gain)/Loss on disposition of property, plant & equipment

     (47)         (209)         71   

Stock-based compensation

     2,816         688         2,707   

Excess tax benefits from stock-based awards

     (740)         (101)         (516)   

Gain on involuntary conversion of discontinued operations assets

                     (2,190)   

Changes in assets and liabilities (excluding acquisitions and disposition):

        

Accounts receivable

     (46,615)         (62,592)         14,648   

Inventories

     (37,037)         (1,585)         (17,448)   

Notes receivable

             7,062         2,424   

Prepaid expenses and other

     (1,127)         (1,181)         (3,118)   

Accounts payable

     15,449         23,435         (15,403)   

Accrued liabilities

     32,318         8,185         (3,275)   

Other liabilities

     (1,421)         1,864         5,993   
  

 

 

    

 

 

    

 

 

 

Net cash provided by operating activities

     145,066         118,841         114,802   
  

 

 

    

 

 

    

 

 

 

Cash flows from investing activities:

        

Purchases of property, plant & equipment

     (24,305)         (10,063)         (33,749)   

Proceeds from dispositions of property, plant & equipment

     361         629         690   

Proceeds from dispositions of investments

     800         650         3,700   

Proceeds from notes receivable

     7,000         500           

Insurance proceeds from involuntary conversion of discontinued operations assets

                     2,569   

Acquisitions

     (10,718)         (170)         (99,562)   

Net proceeds from disposition of ambulance net assets

     12,051                   

Other

     815         600           
  

 

 

    

 

 

    

 

 

 

Net cash used in investing activities

     (13,996)         (7,854)         (126,352)   
  

 

 

    

 

 

    

 

 

 

Cash flows from financing activities:

        

Cash dividends

     (38,162)         (32,322)         (22,329)   

Special cash dividend

     (79,525)                   

Purchase of treasury stock

             (77,000)           

Shares repurchased related to cashless exercise of stock options

     (2,009)                   

Excess tax benefits from stock-based awards

     740         101         516   

Proceeds from issuance of common stock

     5,845         1,441         1,047   
  

 

 

    

 

 

    

 

 

 

Net cash used in financing activities

     (113,111)         (107,780)         (20,766)   
  

 

 

    

 

 

    

 

 

 

Net increase (decrease) in cash and cash equivalents

     17,959         3,207         (32,316)   

Cash and cash equivalents, beginning of year

     218,642         215,435         247,751   
  

 

 

    

 

 

    

 

 

 

Cash and cash equivalents, end of year

     $         236,601         $         218,642         $         215,435   
  

 

 

    

 

 

    

 

 

 

Supplemental cash flow information:

        

Income taxes paid

     $ 75,561         $ 61,549         $ 57,789   

Interest paid

     $ 411         $ 560         $ 212   

Non-cash transactions:

        

Capital expenditures in accounts payable

     $ 736         $ 851         $ 472   

Common stock issued in business acquisition

     $         $         $ 90,531   

See Notes to the Consolidated Financial Statements.

 

  F-6   
 

 

  


Table of Contents

Notes to the Consolidated Financial Statements for the Years Ended July 31, 2013, 2012 and 2011

(All dollar amounts presented in thousands except per share data)