-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, K4Zoj9Fn/Sr7587dOS0vZ51CbkRiUycP6ruDcN4L88ToSuqXLnSSpiwcyjIIDtli 5kZUtkaIxkHmEIym87QDLA== 0000950152-98-005229.txt : 19980611 0000950152-98-005229.hdr.sgml : 19980611 ACCESSION NUMBER: 0000950152-98-005229 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961031 FILED AS OF DATE: 19980610 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: THOR INDUSTRIES INC CENTRAL INDEX KEY: 0000730263 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR HOMES [3716] IRS NUMBER: 930768752 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: SEC FILE NUMBER: 001-09235 FILM NUMBER: 98645802 BUSINESS ADDRESS: STREET 1: 419 W PIKE ST CITY: JACKSON CENTER STATE: OH ZIP: 45334 BUSINESS PHONE: 9375966849 MAIL ADDRESS: STREET 1: 419 W PIKE STREET CITY: JACKSON CENTER STATE: OH ZIP: 45334 10-Q/A 1 THOR INDUSTRIES, INC. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A ----------- QUARTERLY REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR QUARTER ENDED October 31, 1996 COMMISSION FILE NUMBER 1-9235 ---------------- ------ THOR INDUSTRIES, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 93-0768752 ------------------------------ --------------------- (State of other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 419 West Pike Street, Jackson Center, OH 45334 ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (937) 596-6849 - --------------------------------------------------- -------------- Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No -------------- --------------- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding at 10/31/96 ----- ----------------------- Common stock, par value 8,646,808 shares $.10 per share 2 THOR INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (AS RESTATED, SEE NOTE #3) --------------------------
ASSETS ------ (UNAUDITED) ----------- OCTOBER 31, 1996 JULY 31, 1996 ---------------- ------------- Current assets: Cash and cash equivalents $6,161,546 $12,737,778 Accounts receivable: Trade 50,915,970 48,147,482 Other 517,500 811,173 Inventories 65,307,184 62,566,455 Prepaid expenses 3,301,385 3,706,461 --------- --------- Total current assets 126,203,585 127,969,349 ----------- ----------- Property: Land 1,255,594 1,212,024 Buildings and improvements 12,313,369 11,978,857 Machinery and equipment 14,797,345 15,182,013 ---------- ---------- Total cost 28,366,308 28,372,894 Accumulated depreciation and amortization 11,185,430 11,167,142 ---------- ---------- Property, net 17,180,878 17,205,752 ---------- ---------- Other assets: Goodwill 15,016,301 15,175,617 Non compete 4,672,240 4,912,964 Trademarks 2,777,501 2,858,835 Other 5,803,270 5,695,368 --------- --------- Total other assets 28,269,312 28,642,784 ---------- ---------- TOTAL ASSETS $171,653,775 $173,817,885 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY ------------------------------------ Current liabilities: Accounts payable $16,959,906 $27,901,604 Line of credit 14,000,000 6,515,000 Accrued liabilities: Taxes 2,818,209 -- Compensation and related items 6,969,195 11,704,885 Product warranties 6,454,483 6,345,670 Other 1,643,278 1,739,731 --------- --------- Total current liabilities 48,845,071 54,206,890 ---------- ---------- Other liabilities 1,002,958 1,672,041 Stockholders' equity: Common stock - authorized 10,000,000 shares; issued 9,099,247 shares @ 10/31/96 and 9,099,247 shares @ 7/31/96; par value of $.10 per share 909,925 909,925 Additional paid in capital 25,105,120 25,105,120 Foreign currency translation (369,506) (641,856) Retained earnings 102,910,403 98,380,961 Cost of treasury shares 452,439 shares @ 10/31/96; 412,439 shares @ 7/31/96 (6,750,196) (5,815,196) ----------- ----------- Total stockholders' equity 121,805,746 117,938,954 ----------- ----------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $171,653,775 $173,817,885 ============ ============
See notes to consolidated financial statements 3 THOR INDUSTRIES, INC. AND SUBSIDIARIES STATEMENTS OF CONSOLIDATED INCOME FOR THE THREE MONTHS ENDED OCTOBER 31, 1996 AND 1995 (AS RESTATED, SEE NOTE #3) --------------------------
(UNAUDITED) ----------- THREE MONTHS ENDED OCTOBER 31 ----------------------------- 1996 1995 ---- ---- Net sales $150,496,821 $151,519,204 Cost of products sold 134,354,231 135,209,923 ----------- ----------- Gross profit 16,142,590 16,309,281 Selling, general, and administrative expenses 8,516,984 9,402,684 --------- --------- Operating income 7,625,606 6,906,597 Interest income 236,638 241,726 Interest expense (211,733) (86,640) Other income 384,962 82,568 ------- ------ Income before income taxes 8,035,473 7,144,251 Provision for income taxes 3,245,426 2,923,551 --------- --------- Net income $4,790,047 $4,220,700 ========== ========== Average common shares outstanding 8,671,591 8,903,725 --------------------------------- --------- --------- Earnings per common share $.55 $.47 ------------------------- ==== ==== Dividends paid per common share $.03 $.03 ------------------------------- ==== ====
See notes to consolidated financial statements 4 THOR INDUSTRIES, INC. AND SUBSIDIARIES STATEMENTS OF CONSOLIDATED CASH FLOWS FOR THE THREE MONTHS ENDED OCTOBER 31, 1996 AND 1995 (AS RESTATED, SEE NOTE #3) --------------------------
(UNAUDITED) ----------- 1996 1995 ---- ---- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $4,790,047 $4,220,700 Adjustments to reconcile net income to net cash used in operating activities: Depreciation 579,515 562,849 Amortization 541,374 716,375 Changes in non cash assets and liabilities - ------------------------------------------ Accounts receivable (2,474,816) (10,049,784) Inventories (2,740,729) 743,221 Prepaid expenses and other 213,291 (1,392,909) Accounts payable (10,941,698) 1,257,062 Accrued liabilities (2,574,204) (2,860,507) ----------- ----------- Net cash used in operating activities (12,607,220) (6,802,993) - ------------------------------------- ------------ ----------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property, plant & equipment (534,960) (658,948) Disposals of property, plant & equipment 4,202 -- --------- --------- Net cash used in investing activities (530,758) (658,948) - ------------------------------------- --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash dividends (260,604) (267,180) Net proceeds from line of credit 7,485,000 6,400,000 Purchase of treasury stock (935,000) (263,409) --------- ----------- Net cash provided by financing activities 6,289,396 5,869,411 - ----------------------------------------- ---------- ----------- EFFECT OF EXCHANGE RATE CHANGES ON CASH 272,350 159,510 ---------- ----------- Net decrease in cash and equivalents (6,576,232) (1,433,020) Cash and equivalents, beginning of year 12,737,778 6,820,796 ---------- ----------- CASH AND EQUIVALENTS, END OF PERIOD $6,161,546 $5,387,776 ========== =========== SUPPLEMENTAL CASH FLOW INFORMATION: Income taxes paid $500,000 $26,000 Interest paid 211,733 86,640
See notes to consolidated financial statements 5 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (AS RESTATED, SEE NOTE #3) -------------------------- 1. The accompanying consolidated financial statements, which are unaudited, reflect all adjustments consisting of only normal recurring adjustments, which are, in the opinion of management, necessary to present fairly the consolidated operating results for such unaudited periods. 2. Major classifications of inventories (as restated) are:
(Unaudited) ----------- October 31, 1996 July 31, 1996 ---------------- ------------- Raw materials $42,627,938 $46,254,841 Work in process 13,592,155 12,400,652 Finished goods 11,906,293 6,529,164 ---------- --------- Total 68,126,386 65,184,657 Less excess of FIFO costs over LIFO costs 2,819,202 2,618,202 --------- --------- Total inventories $65,307,184 $62,566,455 =========== ===========
3. During April 1998, the Company's management determined that the accounting records at the General Coach - Brown City location were incorrectly stated for all periods subsequent to July 31, 1995. The balances specifically affected were cash, accounts receivable, inventory, accrued liabilities, cost of products sold and the provision for taxes. As a result, the Company's financial statements as of October 31, 1996 and July 31,1996 and for the three months ended October 31, 1996 and October 31, 1995 have been restated from the amounts previously reported to correct the cash, accounts receivable, inventory, other accrued liabilities, and its related effect on earnings. The effects of the restatement are as follows:
Three Months Ended October 31, 1996 Three Months Ended October 31, 1995 ----------------------------------- ----------------------------------- As Previously As As Previously As Reported Restated Reported Restated -------- -------- -------- -------- Net Sales $150,496,821 $150,496,821 $151,519,205 $151,519,204 Cost of Products Sold 133,806,911 134,354,231 134,885,267 135,209,923 ----------- ----------- ----------- ----------- Gross Profit 16,689,910 16,142,590 16,633,938 16,309,281 Selling General and Administrative Exp. 8,516,984 8,516,984 9,402,684 9,402,684 --------- --------- --------- --------- Operating Income 8,172,926 7,625,606 7,231,254 6,906,597 Other Income(Expense) 409,867 409,867 237,654 237,654 ------- ------- ------- ------- Income before Tax 8,582,793 8,035,473 7,468,908 7,144,251 Provision for Taxes 3,467,638 3,245,426 3,056,660 2,923,551 --------- --------- --------- --------- Net Income $5,115,155 $4,790,047 $4,412,248 $4,220,700 ========== ========== ========== ========== Earnings Per Common Share $.59 $.55 $.50 $.47 ==== ==== ==== ====
6 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (AS RESTATED, SEE NOTE #3) -------------------------- The effects of the restatement are as follows (Continued):
October 31, 1996 July 31, 1996 ---------------- ------------- As Previously As As Previously As Reported Restated Reported Restated -------- -------- -------- -------- Cash & Cash Equivalents $6,841,888 $6,161,546 $13,061,981 $12,737,778 Accounts Receivable 51,731,273 50,915,970 48,962,786 48,147,482 Other Receivables 517,500 517,500 811,173 811,173 Inventories 66,425,435 65,307,184 63,493,523 62,566,455 Prepaid Exp. & Other 3,301,385 3,301,385 3,706,461 3,706,461 --------- --------- --------- --------- Total Current Assets 128,817,481 126,203,585 130,035,924 127,969,349 ----------- ----------- ----------- ----------- Property, Plant & Eq.(Net) 17,180,878 17,180,878 17,205,752 17,205,752 Other Assets 28,269,312 28,269,312 28,642,784 28,642,784 ---------- ---------- ---------- ---------- Total Assets 174,267,671 171,653,775 175,884,460 173,817,885 =========== =========== =========== =========== Accounts Payable 16,959,906 16,959,906 27,901,604 27,901,604 Line of Credit 14,000,000 14,000,000 6,515,000 6,515,000 Accrued Liabilities 18,954,673 17,885,165 20,637,582 19,790,286 ---------- ---------- ---------- ---------- Total Current Liabilities 49,914,579 48,845,071 55,054,186 54,206,890 ---------- ---------- ---------- ---------- Other liabilities 1,002,958 1,002,958 1,672,041 1,672,041 Total stockholders' equity 123,350,134 121,805,746 119,158,233 117,938,954 ----------- ----------- ----------- ----------- Total Liabilities & Equity $174,267,671 $171,653,775 $175,884,460 $173,817,885 ============ ============ ============ ============
7 MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (AS RESTATED, SEE NOTE #3) -------------------------- Quarter Ended October 31, 1996 vs. Quarter Ended October 31, 1995 - ----------------------------------- Net sales for the first quarter totaled $150,496,821, down 1.0% from $151,519,204 in the same period last year. Income before income taxes was $8,035,473 compared to $7,144,251 in the same period last year. This increase was primarily due to reduction in selling, general and administrative expenses. In general, the Company did not adjust its sales prices during the first quarter of fiscal 1997. Recreational vehicle revenues of $117,568,811 were 5.8% lower than last year and were 78.1% of total company revenues compared to 82.4% last year. Bus revenues of $32,928,010 were 23.4% higher than last year and were 21.9% of total company revenues compared to 17.6% last year. Manufacturing gross profit decreased to 10.7% compared to 10.8% last year. Operating income totaled $7,625,606 up 10.4% from $6,906,597 in the same period last year. Selling, general and administrative expenses decreased to $8,516,984, 5.7% of sales, from $9,402,684, 6.2% of sales, primarily due to an adjustment of $669,000 to deferred compensation. Interest income decreased by $5,088 and interest expense increased by $125,093. This increase in interest expense was due primarily to additional borrowing for increases in accounts receivable, inventories, and purchase of 40,000 shares of treasury stock. The combined income tax rate was 40.4% compared to 40.9% last year. Financial Condition and Liquidity - --------------------------------- As of October 31, 1996, Thor had $6,161,546 in cash and cash equivalents, compared to $12,737,778 on July 31, 1996. Working capital at October 31, 1996 was $77,358,514 compared to $73,762,459 at July 31, 1996. Inventory valued at current cost at October 31, 1996 exceeded the LIFO inventory by $2,819,202. At October 31, 1996, the Company had a $25,000,000 revolving line of credit with Harris Trust and Savings Bank and Bank One. The amount borrowed under this line as of October 31, 1996 was $14,000,000. The loan agreement contains certain covenants, including restrictions on additional indebtedness, and the Company must maintain certain financial ratios. The line of credit bears interest at negotiated rates below prime and expires on November 29, 1996. The Company had no long term debt as of October 31, 1996. Amortization of intangibles decreased from $716,375 at October 31, 1995, to $541,374 at October 31, 1996 due to certain intangibles being fully amortized. During the first quarter of fiscal 1997, Thor purchased 40,000 shares of its common stock, increasing treasury stock by $935,000. On October 17, 1996, Thor Industries, Inc. filed with the Securities and Exchange Commission schedule 13 E4, Issuer Tender Offer Statement, announcing an offer to purchase up to 500,000 shares of its common stock at a price not greater than $26 nor less than $24 per share, net to the seller. The Company will select the lowest per share price that will allow the Company to buy up to 500,000 shares (or such lesser number as are properly tendered and not withdrawn) upon the terms and subject to the conditions set forth in the Offer to Purchase dated October 17, 1996. 8 MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (AS RESTATED, SEE NOTE #3) -------------------------- (Continued) On November 14, 1996 Thor announced an extension of its Offer to Purchase to 12:00 midnight, New York City time, to Thursday, November 21, 1996. On Friday, November 22, 1996, Thor announced the results of its Offer to Purchase indicating 503,319 shares were tendered and not withdrawn at prices of $24 3/4 per share or lower. Purchase of said shares commenced on November 22, 1996 and were expected to be completed prior to 11/30/96. The source of funds used for the purchase was Thor's line of credit which was increased on November 22, 1996 to $30,000,000 under the same terms and conditions as the expiring $25,000,000 line of credit. This new line of credit expires on November 30, 1997. The Company believes that internally generated funds and the revolving credit agreement already in place will be sufficient to meet current operating needs and anticipated capital requirements. The Company does not anticipate significant capital expenditures for fiscal 1997. PART II NO REPORTS 9 SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. THOR INDUSTRIES, INC. (Registrant) DATE June 9, 1998 (Signed) /s/ Wade F. B. Thompson -------------------- ---------------------------------- Wade F. B. Thompson, Chairman of the Board, President and Chief Executive Officer DATE June 9, 1998 (Signed) /s/ Walter L. Bennett -------------------- ----------------------------------- Walter L. Bennett, Senior Vice President, Secretary (Chief Accounting Officer) EX-27 2 EXHIBIT 27
5 0000730263 THOR INDUSTRIES 3-MOS JUL-31-1997 OCT-31-1996 6,161,546 0 51,433,470 0 65,307,184 126,203,585 28,366,308 11,185,430 171,653,775 48,845,071 0 0 0 909,925 120,895,821 171,653,775 150,496,821 150,496,821 134,354,231 142,871,215 (384,962) 0 211,733 8,035,473 3,245,426 4,790,047 0 0 0 4,790,047 .55 0
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