16.

Subsequent Events

Acquisition

On May 1, 2015, the Company closed on a Membership Interest Purchase Agreement with Postle Aluminum Company, LLC for the acquisition of all the outstanding membership units of Postle Operating, LLC (“Postle”), a manufacturer of aluminum extrusion and specialized component products sold to RV and other manufacturers, for initial cash consideration of $144,315, subject to adjustment. The initial cash consideration was funded entirely from the Company’s cash on hand. The purchase price adjustment will be based on a final determination of the actual net assets as of the May 1, 2015 closing date and is expected to be finalized no later than early fiscal 2016. Postle will operate as an independent operation in the same manner as the Company’s other subsidiaries. Postle generated sales of approximately $220 million in calendar year 2014, which includes sales to certain Company subsidiaries.

The following table summarizes our preliminary approximation of the fair value of the net assets acquired:


Cash	$	1,639
Accounts receivable		23,000
Inventories		34,000
Property, plant and equipment		26,000
Other assets		500
Goodwill and intangible assets		91,315
Current liabilities		(26,000	)
Capital lease obligations		(4,500	)

Total preliminary approximation of net assets acquired		145,954
Less cash acquired		(1,639	)

Total preliminary cash consideration for acquisition, less cash acquired	$	144,315

The determination of the fair values of the assets acquired and liabilities assumed, particularly the fair value of the individual intangible assets acquired, requires significant judgment. This fair value analysis and valuation has not yet been completed. We anticipate completing the fair value determinations by early fiscal 2016. The final fair value determinations may differ from the approximations reflected in the table above. The goodwill arising from the Postle acquisition will be assigned to a non-reportable segment and will be deductible for tax purposes.

The following unaudited pro forma information represents the Company’s results of operations as if the fiscal 2015 acquisitions of both Postle and CRV/DRV had occurred at the beginning of fiscal 2014. These performance results may not be indicative of the actual results that would have occurred under the ownership and management of the Company.


	Three Months Ended April 30,				Nine Months Ended April 30,
	2015		2014		2015		2014
Net sales	$	1,223,333	$	1,124,114	$	3,137,484	$	2,676,873
Net income	$	64,834	$	58,925	$	140,174	$	116,108
Basic earnings per common share	$	1.21	$	1.11	$	2.63	$	2.18
Diluted earnings per common share	$	1.21	$	1.10	$	2.62	$	2.18

Treasury Stock Purchase

The Company entered into a repurchase agreement, dated May 15, 2015 (the “May 15, 2015 Repurchase Agreement”), to purchase certain shares of its common stock from the Thompson Family Foundation (the “Foundation”) in a private transaction. Pursuant to the terms of the May 15, 2015 Repurchase Agreement, the Company purchased from the Foundation 1,000,000 shares of its common stock at a price of $60.00 per share, and held them as treasury stock, representing an aggregate purchase price of $60,000. The closing price of Thor common stock on May 15, 2015 was $61.29. The Foundation held shares of common stock of the Company previously owned by the late Wade F. B. Thompson, the Company’s co-founder and former Chief Executive Officer. At the time of the repurchase transaction, Alan Siegel, a member of the board of directors of the Company (the “Board”), served as a director of the Foundation. The repurchase transaction was evaluated and approved by members of the Board who are not affiliated with the Foundation. The transaction was consummated on May 19, 2015, and the Company used available cash to purchase the shares. The number of shares repurchased by the Company represented 1.9% of the Company’s issued and outstanding common stock immediately prior to the repurchase.