-----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, WdXjw7zoFSnlTy93Vt+KCirgSYgWrNx4jDk8qQizw3Y6H1MupKoLzGw3Y99UYg4n 773o9BaJedEzI23/IRVfKQ== 0000950152-97-008512.txt : 19971210 0000950152-97-008512.hdr.sgml : 19971210 ACCESSION NUMBER: 0000950152-97-008512 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971031 FILED AS OF DATE: 19971209 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: THOR INDUSTRIES INC CENTRAL INDEX KEY: 0000730263 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR HOMES [3716] IRS NUMBER: 930768752 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-09235 FILM NUMBER: 97734524 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 1 THOR INDUSTRIES, INC. FORM 10-Q 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q --------- QUARTERLY REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR QUARTER ENDED October 31, 1997 COMMISSION FILE NUMBER 1-9235 ---------------- ------ THOR INDUSTRIES, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 93-0768752 ------------------------------- ------------------ (State of other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 419 West Pike Street, Jackson Center, OH 45334-0629 - ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (937) 596-6849 - --------------------------------------------------- -------------- Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ------ ------ Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding at 10/31/97 ----- ----------------------- Common stock, par value 8,145,139 shares $.10 per share 2 THOR INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS --------------------------- ASSETS ------
(UNAUDITED) ----------- OCTOBER 31, 1997 JULY 31, 1997 ---------------- ------------- Current assets: Cash and cash equivalents $ 20,378,253 $ 13,380,357 Accounts receivable: Trade 50,297,727 52,714,496 Other 854,333 776,952 Inventories 60,283,662 62,380,940 Prepaid expenses 3,359,756 3,647,131 ------------- ------------- Total current assets 135,173,731 132,899,876 ------------- ------------- Property: Land 1,236,287 1,237,784 Buildings and improvements 12,111,557 12,115,879 Machinery and equipment 15,125,188 14,860,030 ------------- ------------- Total cost 28,473,032 28,213,693 Accumulated depreciation and amortization 12,553,914 12,159,291 ------------- ------------- Property, net 15,919,118 16,054,402 ------------- ------------- Investment in joint ventures 3,765,075 3,365,442 ------------- ------------- Other assets: Goodwill 14,379,034 14,538,350 Non compete Agreements 3,718,139 3,953,586 Trademarks 2,452,162 2,533,497 Other 1,748,634 2,062,562 ------------- ------------- Total other assets 22,297,969 23,087,995 ------------- ------------- TOTAL ASSETS $ 177,155,893 $ 175,407,715 ============= ============= LIABILITIES AND STOCKHOLDERS' EQUITY ------------------------------------ Current liabilities: Accounts payable $ 26,745,374 $ 31,814,320 Accrued liabilities: Taxes 4,004,274 -- Compensation and related items 6,407,430 8,828,872 Product warranties 7,665,641 7,452,061 Other 2,414,524 3,017,392 ------------- ------------- Total current liabilities 47,237,243 51,112,645 ------------- ------------- Other liabilities 1,847,064 1,847,064 Stockholders' equity: Common stock - authorized 10,000,000 shares; issued 9,100,897 shares @ 10/31/97 and 9,099,247 shares @ 7/31/97; par value of $.10 per share 910,090 909,925 Additional paid in capital 25,152,545 25,105,120 Foreign currency translation (773,848) (629,546) Retained earnings 122,205,838 116,438,755 Restricted Stock Plan (46,791) -- Cost of treasury shares 955,758 shares @ 10/31/97 and 7/31/97 (19,376,248) (19,376,248) ------------- ------------- Total stockholders' equity 128,071,586 122,448,006 ------------- ------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 177,155,893 $ 175,407,715 ============= =============
See notes to consolidated financial statements 3 THOR INDUSTRIES, INC. AND SUBSIDIARIES STATEMENTS OF CONSOLIDATED INCOME FOR THE THREE MONTHS ENDED OCTOBER 31, 1997 AND 1996 ----------------------------------------------------
(UNAUDITED) ----------- THREE MONTHS ENDED OCTOBER 31 ----------------------------- 1997 1996 ---- ---- Net sales $ 165,458,354 $ 150,496,821 Cost of products sold 145,924,675 133,806,911 ------------- ------------- Gross profit 19,533,679 16,689,910 Selling, general, and administrative expenses 10,078,966 8,516,984 ------------- ------------- Operating income 9,454,713 8,172,926 Interest income 235,799 236,638 Interest expense (44,865) (211,733) Other income 446,973 384,962 ------------- ------------- Income before income taxes 10,092,620 8,582,793 Provision for income taxes 4,081,232 3,467,638 ------------- ------------- Net income $ 6,011,388 $ 5,115,155 ============= ============= Average common shares outstanding 8,143,703 8,671,591 - --------------------------------- ------------- ------------- Earnings per common share $.74 $.59 - --------------------------------- ==== ==== 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, 1997 AND 1996 ----------------------------------------------------
(UNAUDITED) ----------- 1997 1996 ---- ---- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 6,011,388 $ 5,115,155 Adjustments to reconcile net income to net cash used in operating activities: Depreciation 585,671 579,515 Amortization 476,098 541,374 Changes in non cash assets and liabilities - ------------------------------------------ Accounts receivable 2,339,388 (2,474,814) Inventories 2,097,278 (2,931,912) Prepaid expenses and other 185,978 213,291 Accounts payable (5,068,945) (10,941,698) Accrued liabilities 1,193,544 (2,351,992) ------------ ------------ Net cash provided by (used in) operating activities 7,820,400 (12,251,081) - --------------------------------------------------- ------------ ------------ CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property, plant & equipment (476,456) (534,960) Disposals of property, plant & equipment 41,759 4,202 ------------ ------------ Net cash used in investing activities (434,697) (530,758) - --------------------------------------------------- ------------ ------------ CASH FLOWS FROM FINANCING ACTIVITIES: Cash dividends (244,305) (260,604) Net proceeds from line of credit -- 7,485,000 Purchase of treasury stock -- (935,000) Proceeds from issuance of common stock 800 -- ------------ ------------ Net cash provided by (used in) financing activities (243,505) 6,289,396 - --------------------------------------------------- ------------ ------------ EFFECT OF EXCHANGE RATE CHANGES ON CASH (144,302) 272,350 ------------ ------------ Net increase (decrease) in cash and equivalents 6,997,896 (6,220,093) Cash and equivalents, beginning of year 13,380,357 13,061,981 ------------ ------------ CASH AND EQUIVALENTS, END OF PERIOD $ 20,378,253 $ 6,841,888 ============ ============ SUPPLEMENTAL CASH FLOW INFORMATION: Non cash transaction - Issuance of restricted stock $ 46,791 -- Income taxes paid 250,000 $ 500,000 Interest paid 44,865 211,733
See notes to consolidated financial statements 5 MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS --------------------- Quarter Ended October 31, 1997 vs. Quarter Ended October 31, 1996 - --------------------------------- Net sales for the first quarter totaled $165,458,354, up 10% from $150,496,821 in the same period last year. Income before income taxes was $10,092,620 compared to $8,582,793 in the same period last year. This increase was primarily due to increased sales volume, improved labor efficiency and lower warranty costs. Recreation vehicle selling prices were adjusted in the first quarter to coincide with the introduction of new product offerings. Recreation vehicle revenues of $125,660,481 were 7% higher than last year and were 76% of total company revenues compared to 78% last year. Bus revenues of $39,797,873 were 21% higher than last year and were 24% of total company revenues compared to 22% last year. Manufacturing gross profit increased to 11.8% compared to 11.1% last year. Operating income totaled $9,454,713, up 16% from $8,172,926 in the same period last year. Selling, general and administrative expenses increased to $10,078,966, 6.1% of sales, from $8,516,984, 5.7% of sales, primarily due to an adjustment of $669,000 to deferred compensation in Fiscal 1997. Interest income remained relatively constant and interest expense decreased by $166,868. This decrease in interest expense was due to pay down of the line of credit. The combined income tax rate was 40.4% in both years. Financial Condition and Liquidity - --------------------------------- As of October 31, 1997, Thor had $20,378,253 in cash and cash equivalents, compared to $13,380,357 on July 31, 1997. Working capital at October 31, 1997 was $87,936,488 compared to $81,787,231 at July 31, 1997. Inventory valued at current cost at October 31, 1997 exceeded the LIFO inventory by $3,369,977 At October 31, 1997, the Company had a $30,000,000 revolving line of credit with Harris Trust and Savings Bank and Bank One. There were no borrowings at October 31, 1997. The loan agreement contains certain covenants, including restrictions on additional indebtedness, and the Company must maintain certain financial ratios. The line of credit bears interest at negotiated rates below prime and expires on November 30, 1997. The Company had no long term debt as of October 31, 1997. Amortization of intangibles decreased from $541,374 for the period ended October 31, 1996, to $476,098 for the period ended October 31, 1997 due to certain intangibles being fully amortized. On September 29, 1997, the Board of Directors approved the Thor Industries, Inc. Restricted Stock and Select Executive Incentive Plans. Under the terms of the Restricted Stock Plan a total of up to 100,000 restricted shares of stock may be granted to selected executives of Thor within a 10 year period. The effect on shares outstanding for the quarter was not material. The Company is in the process of filing a form S-8 for both plans. 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 1998. 6 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ------------------------------------------ 1. The accompanying consolidated financial statements, which are unaudited, reflect all adjustments consisting of only normal recurring adjustments, which are, in the opinion of management, necessary to present fairly the consolidated operating results for such unaudited periods. 2. Major classifications of inventories are:
(Unaudited) ----------- October 31, 1997 July 31, 1997 ---------------- ------------- Raw materials $40,946,290 $42,872,707 Work in process 13,577,387 14,755,637 Finished goods 9,129,962 7,921,573 ----------- ----------- Total 63,653,639 65,549,917 Less excess of FIFO costs over LIFO costs 3,369,977 3,168,977 ----------- ----------- Total inventories $60,283,662 $62,380,940 =========== ===========
3. On September 29, 1997, the Board of Directors approved the Thor Industries, Inc. Restricted Stock and Select Executive Incentive Plans. Under the terms of the Restricted Stock Plan, a total of up to 100,000 restricted shares of common stock may be granted to selected executives of Thor. Restrictions expire 50% after five years following the date of issue, and the balance after six years. As of October 31, 1997, the Company issued 1,500 shares of restricted stock under the Plan. 4. Earnings Per Share - The Company calculates earnings per share using methods prescribed by Accounting Principles Board Opinion APB No. 15, "Earnings per Share." In February 1997, the Financial Account Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings Per share," which replaces APB No. 15 and requires adoption for periods ending after December 15, 1997. The statement will require dual presentation of basic and diluted earnings per share on the face of the income statement. For the period ended October 31, 1997, the basic and diluted earnings per share calculated pursuant to SFAS No. 128 would not be materially different from earnings per share as reported. 5. Comprehensive Income - In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive Income," which will require disclosure in the financial statements of all the changes in equity during a period from transactions and other events and circumstances from non-owner sources. Items included in comprehensive income will include separate classification of items based upon their nature. The Statement requires that comparative information for prior years to be restated. SFAS No. 130 is effective for financial statements for fiscal years beginning after December 15, 1997. The effect on the Company's financial statements has not yet been determined. 6. Segments - In June 1997, the FASB issued SFAS No. 131, "Disclosures About Segments of an Enterprise and Related Information," which will require new segment information in public companies' annual financial statements. Additionally, selected information will be required in interim financial statements. The Statement requires that comparative information for prior years be restated. SFAS No. 131 is effective for financial statements for periods beginning after December 15, 1997. The effect on the Company's financial statements has not yet been determined. PART II No Reports. 7 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 12/8/97 /s/ Wade F. B. Thompson --------- ------------------------------------- Wade F. B. Thompson Chairman of the Board, President and Chief Executive Officer DATE 12/8/97 /s/ Walter L. Bennett --------- ------------------------------------- Walter L. Bennett Senior Vice President Secretary (Chief Accounting Officer) EX-27 2 EXHIBIT 27
5 0000730263 THOR INDUSTRIES, INC. 3-MOS OCT-31-1997 OCT-31-1997 20,378,253 0 50,297,727 0 60,283,662 135,173,731 28,473,032 12,553,914 177,155,893 47,237,243 0 0 0 910,090 127,161,496 177,155,893 165,458,354 165,458,354 145,924,675 156,003,641 (446,973) 0 44,865 10,092,620 4,081,232 6,011,388 0 0 0 6,011,388 .74 0
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