-----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, LCTPqCXe0X1hC1VDM9y2oxsHVrEQPhWVuk14JN+sXIVUupg6e21rH83qFGO8VpfR xjDIYkgA3ddIWN7AU87dlA== 0000950152-98-005231.txt : 19980611 0000950152-98-005231.hdr.sgml : 19980611 ACCESSION NUMBER: 0000950152-98-005231 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970131 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: 98645810 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 January 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 1/31/97 ----- ---------------------- Common stock, par value 8,143,489 shares $.10 per share 2
THOR INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (AS RESTATED, SEE NOTE #3) -------------------------- ASSETS ------ (UNAUDITED) ----------- JANUARY 31, 1997 JULY 31, 1996 ---------------- ------------- Current assets: Cash and cash equivalents $4,141,490 $12,737,778 Accounts receivable: Trade 46,652,217 48,147,482 Other 498,904 811,173 Inventories 58,836,606 62,566,455 Prepaid expenses 3,982,216 3,706,461 --------- --------- Total current assets 114,111,433 127,969,349 ----------- ----------- Property: Land 1,259,801 1,212,024 Buildings and improvements 12,403,339 11,978,857 Machinery and equipment 14,579,462 15,182,013 ---------- ---------- Total cost 28,242,602 28,372,894 Accumulated depreciation and amortization 11,302,145 11,167,142 ---------- ---------- Property, net 16,940,457 17,205,752 ---------- ---------- Other assets: Goodwill 14,856,864 15,175,617 Non compete 4,431,516 4,912,964 Trademarks 2,696,166 2,858,835 Other 5,682,610 5,695,368 --------- --------- Total other assets 27,667,156 28,642,784 ---------- ---------- TOTAL ASSETS $158,719,046 $173,817,885 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY ------------------------------------ Current liabilities: Accounts payable $19,981,164 $27,901,604 Line of credit 14,280,000 6,515,000 Accrued liabilities: Compensation and related items 5,493,664 11,704,885 Product warranties 6,222,725 6,345,670 Other 1,308,645 1,739,731 --------- --------- Total current liabilities 47,286,198 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 @ 1/31/97 and 9,099,247 shares @ 7/31/96; par value of $.10 per share 909,925 909,925 Additional paid in capital 25,105,120 25,105,120 Foreign currency translation (566,709) (641,856) Retained earnings 104,357,802 98,380,961 Cost of treasury shares 955,758 shares @ 1/31/97; 412,439 shares @ 7/31/96 (19,376,248) (5,815,196) ------------ ----------- Total stockholders' equity 110,429,890 117,938,954 ----------- ----------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $158,719,046 $173,817,885 ============ ============
See notes to consolidated financial statements 3 THOR INDUSTRIES, INC. AND SUBSIDIARIES STATEMENTS OF CONSOLIDATED INCOME FOR THE THREE MONTHS AND SIX MONTHS ENDED JANUARY 31, 1997 AND 1996 (AS RESTATED, SEE NOTE #3) --------------------------
THREE MONTHS ENDED JANUARY 31 SIX MONTHS ENDED JANUARY 31 ----------------------------- --------------------------- 1997 1996 1997 1996 ---- ---- ---- ---- Net sales $123,525,067 $119,780,958 $274,021,888 $271,300,162 Cost of products sold 112,069,018 107,680,280 246,423,249 242,888,855 ----------- ----------- ----------- ----------- Gross profit 11,456,049 12,100,678 27,598,639 28,411,307 Selling, general, and administrative expenses 8,185,152 8,921,903 16,702,136 18,329,621 --------- --------- ---------- ---------- Operating income 3,270,897 3,178,775 10,896,503 10,081,686 Interest income 198,381 254,846 435,019 496,572 Interest expense (310,200) (163,451) (521,933) (250,091) Other income (expense) (220,354) 4,923 164,608 91,177 --------- ------------ ----------- -------------- Income before income taxes 2,938,724 3,275,093 10,974,197 10,419,344 Provision for income taxes 1,247,020 1,392,622 4,492,446 4,316,173 --------- --------- --------- --------- Net income $1,691,704 $1,882,471 $6,481,751 $6,103,171 ========== ========== ========== ========== Average common shares outstanding 8,258,377 8,888,062 8,464,984 8,895,894 - -------------------------------- --------- --------- --------- --------- Earnings per common share $.20 $.21 $.77 $.69 - ------------------------- ==== ==== ==== ==== Dividends paid per common share $.03 $.03 $.06 $.06 - ------------------------------- ==== ==== ==== ====
See notes to consolidated financial statements 4 THOR INDUSTRIES, INC. AND SUBSIDIARIES STATEMENTS OF CONSOLIDATED CASH FLOWS FOR THE SIX MONTHS ENDED JANUARY 31, 1997 AND 1996 (AS RESTATED, SEE NOTE #3) --------------------------
(UNAUDITED) 1997 1996 ---- ---- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $6,481,751 $6,103,171 Adjustments to reconcile net income to net cash used in operating activities: Depreciation 1,171,022 1,105,654 Amortization 1,082,870 1,432,749 Changes in non cash assets and liabilities - ------------------------------------------ Accounts receivable 1,807,534 (2,518,692) Inventories 3,729,849 386,906 Prepaid expenses and other (432,534) (1,467,338) Accounts payable (7,920,440) (391,577) Accrued liabilities (7,434,336) (4,921,012) ----------- ----------- Net cash used in operating activities (1,514,284) (270,139) - ------------------------------------- ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property, plant & equipment (1,020,790) (2,458,269) Disposals of property, plant & equipment 164,600 33,632 ----------- ----------- Net cash used in investing activities (856,190) (2,424,637) - ------------------------------------- ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash dividends (504,909) (533,730) Net proceeds from line of credit 7,765,000 1,400,000 Purchase of treasury stock (13,561,052) (441,450) ----------- ----------- Net cash (used in) provided by financing activities (6,300,961) 424,820 - --------------------------------------------------- ----------- ----------- EFFECT OF EXCHANGE RATE CHANGES ON CASH 75,147 121,560 ----------- ----------- Net decrease in cash and equivalents (8,596,288) (2,148,396) Cash and equivalents, beginning of year 12,737,778 6,820,796 ----------- ----------- CASH AND EQUIVALENTS, END OF PERIOD $4,141,490 $4,672,400 =========== =========== SUPPLEMENTAL CASH FLOW INFORMATION: Income taxes paid $4,284,000 $4,664,300 Interest paid 521,933 250,091
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) ----------- January 31, 1997 July 31, 1996 ---------------- ------------- Raw materials $37,419,970 $46,254,841 Work in process 11,562,455 12,400,652 Finished goods 12,874,383 6,529,164 ---------- --------- Total 61,856,808 65,184,657 Less excess of FIFO costs over LIFO costs 3,020,202 2,618,202 --------- --------- Total inventories $58,836,606 $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, other accrued liabilities, cost of products sold and the provision for taxes. As a result, the Company's financial statements as of January 31, 1997 and July 31, 1996 and for the three and six months ended January 31, 1997 and January 31, 1996 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 January 31, 1997 Three Months Ended January 31, 1996 ----------------------------------- ----------------------------------- As Previously As As Previously As Reported Restated Reported Restated -------- -------- -------- -------- Net Sales $123,525,067 $123,525,067 $119,780,958 $119,780,958 Cost of Products Sold 111,517,777 112,069,018 107,541,336 107,680,280 ----------- ----------- ----------- ----------- Gross Profit 12,007,290 11,456,049 12,239,622 12,100,678 Selling General and Administrative Exp. 8,185,152 8,185,152 8,921,903 8,921,903 --------- --------- --------- --------- Operating Income 3,822,138 3,270,897 3,317,719 3,178,775 Other Income(Expense) (332,173) (332,173) 96,318 96,318 --------- --------- ------ ------ Income before Tax 3,489,965 2,938,724 3,414,037 3,275,093 Provision for Taxes 1,470,824 1,247,020 1,449,589 1,392,622 --------- --------- --------- --------- Net Income $2,019,141 $1,691,704 $1,964,448 $1,882,471 ========== ========== ========== ========== Earnings Per Common Share $.24 $.20 $.22 $.21 ==== ==== ==== ====
6 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (AS RESTATED, SEE NOTE #3) -------------------------- The effects of the restatement are as follows (Continued):
Six Months Ended January 31, 1997 Six Months Ended January 31, 1996 --------------------------------- --------------------------------- As Previously As As Previously As Reported Restated Reported Restated -------- -------- -------- -------- Net Sales $274,021,888 $274,021,888 $271,300,162 $271,300,162 Cost of Product Sold 245,324,688 246,423,249 242,425,254 242,888,855 ----------- ----------- ----------- ----------- Gross Profit 28,697,200 27,598,639 28,874,908 28,411,307 Selling General and Administrative Exp. 16,702,136 16,702,136 17,847,242 18,329,621 ---------- ---------- ---------- ---------- Operating Income 11,995,064 10,896,503 11,027,666 10,081,686 Other Income(Expense) 77,694 77,694 (144,721) 337,658 ------ ------ --------- ------- Income before Tax 12,072,758 10,974,197 10,882,945 10,419,344 Provision for Taxes 4,938,462 4,492,446 4,506,249 4,316,173 --------- --------- --------- --------- Net Income $7,134,296 $6,481,751 $6,376,696 $6,103,171 ========== ========== ========== ========== Earnings Per Common Share $.84 $.77 $.72 $.69 ==== ==== ==== ==== January 31, 1997 July 31, 1996 ---------------- ------------- As Previously As As Previously As Reported Restated Reported Restated -------- -------- -------- -------- Cash & Cash Equivalents $4,614,818 $4,141,490 $13,061,981 $12,737,778 Accounts Receivable 47,988,572 46,652,217 48,962,786 48,147,482 Other Receivables 498,904 498,904 811,173 811,173 Inventories 60,192,060 58,836,606 63,493,523 62,566,455 Prepaid Exp. & Other 3,982,216 3,982,216 3,706,461 3,706,461 --------- --------- --------- --------- Total Current Assets 117,276,570 114,111,433 130,035,924 127,969,349 ----------- ----------- ----------- ----------- Property, Plant & Eq.(Net) 16,940,457 16,940,457 17,205,752 17,205,752 Other Assets 27,667,156 27,667,156 28,642,784 28,642,784 ---------- ---------- ---------- ---------- Total Assets 161,884,183 158,719,046 175,884,460 173,817,885 =========== =========== =========== =========== Accounts Payable 19,981,164 19,981,164 27,901,604 27,901,604 Line of Credit 14,280,000 14,280,000 6,515,000 6,515,000 Accrued Liabilities 14,318,346 13,025,034 20,637,582 19,790,286 ---------- ---------- ---------- ---------- Total Current Liabilities 48,579,510 47,286,198 55,054,186 54,206,890 ---------- ---------- ---------- ---------- Other liabilities 1,002,958 1,002,958 1,672,041 1,672,041 Total stockholders' equity 112,301,715 110,429,890 119,158,233 117,938,954 ----------- ----------- ----------- ----------- Total Liabilities & Equity $161,884,183 $158,719,046 $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 January 31, 1997 vs. Quarter Ended January 31, 1996 - ----------------------------------------------------------------- Net sales for the second quarter totaled $123,525,067, up 3.1% from $119,780,958 in the same period last year. Income before income taxes was $2,938,724 compared to $3,275,093 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 second quarter of fiscal 1997. Recreation vehicle revenues of $88,823,259 were 7.2% lower than last year and were 71.9% of total company revenues compared to 79.9% last year. Bus revenues of $34,701,808 were 44.2% higher than last year and were 28.1% of total company revenues compared to 20.1% last year. Manufacturing gross profit was 9.3% of sales compared to 10.1% last year. Operating income totaled $3,270,897, up 2.9% from $3,178,775 in the same period last year. Selling, general and administrative expenses decreased to $8,185,152, 6.6% of sales, from $8,921,903, 7.4% of sales. Interest income decreased by $56,465 and interest expense increased by $146,749. This increase in interest expense was due primarily to additional borrowing for the purchase of 503,319 shares of treasury stock. The combined income tax rate was 42.4% compared to 42.5% last year. Six Months Ended January 31, 1997 vs. Six Months Ended January 31, 1996 - ----------------------------------------------------------------------- Net sales for the six months totaled $274,021,888, up 1.0% from $271,300,162 in the same period last year. Income before income taxes was $10,974,197 compared to $10,419,344 in the same period last year. This increase was due primarily to reduction in selling, general and administrative expenses. Recreation vehicle revenues of $206,392,070 were 6.4% lower than last year and were 75.3% of total company revenues compared to 81.3% last year. Bus revenues of $67,629,818 were 33.2% higher than last year and were 24.7% of total company revenues compared to 18.7% last year. Manufacturing gross profit was 10.1% of sales compared to 10.5% last year. Operating income totaled $10,896,503, up 8.1% from $10,081,686 in the same period last year. Selling, general and administrative expenses decreased to $16,702,136, 6.1% of sales, from $18,329,621, 6.8% of sales. An adjustment to deferred compensation in the first quarter of fiscal 1997 accounted for $669,000 reduction in administrative expense. Interest income decreased by $61,553 and interest expense increased by $271,842. This increase in interest expense was due primarily to additional borrowings for the purchase of 543,319 shares of treasury stock. The combined income tax rate was 40.9% compared to 41.4% last year. Financial Condition and Liquidity - --------------------------------- As of January 31, 1997, Thor had $4,141,490 in cash and cash equivalents, compared to $12,737,778 on July 31, 1996. Working capital at January 31, 1997 was $66,825,235 compared to $73,762,459 at July 31, 1996. Inventory valued at current cost at January 31, 1997 exceeded the LIFO inventory by $3,020,202. On January 31, 1997, the Company had a $30,000,000 revolving line of credit with Harris Trust and Savings Bank and Bank One. The amount borrowed under this line as of January 31, 1997 was $14,280,000. 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 30, 1997. The Company had no long term debt as of January 31, 1997. Amortization of intangibles decreased from $1,432,749 through January 31, 1996 to $1,082,870 through January 31, 1997 due to certain intangibles being fully amortized. During the six months of fiscal 1997, Thor purchased 543,319 shares of its common stock, increasing treasury stock by $13,561,052. The Company believes internally generated funds and the revolving credit agreement already in place will be sufficient to meet current operating needs and anticipated capital requirements. The Company does not anticipate significant capital expenditures for fiscal 1997. 8 PART II Item 4. Submission of Matters to a Vote of Security Holders --------------------------------------------------- Annual Meeting of Shareholders on December 9, 1996 Matters Voted on by Shareholders: --------------------------------- 1.) Election of Director: Wade F. B. Thompson Results of Voting by Shareholders: ---------------------------------- For Against Abstain --- ------- ------- Item 1 8,253,140 -0- 29,625 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 6-MOS JUL-31-1997 JAN-31-1997 4,141,490 0 47,151,121 0 58,836,606 114,111,433 28,242,602 11,302,145 158,719,046 47,286,198 0 0 0 909,925 109,519,965 158,719,046 274,021,888 274,021,888 246,423,249 263,125,385 (164,608) 0 521,933 10,974,197 4,492,446 6,481,751 0 0 0 6,486,751 $.77 0
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