-----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, H2d1ywGGrlqIb4kPyAOeuBh9keUMbLK9bSO5F/2n8px0rWM+RcOnRuLLlph83nI7 /J0Ujc6X2oOurplGq+gl3w== 0001104659-00-000829.txt : 20001214 0001104659-00-000829.hdr.sgml : 20001214 ACCESSION NUMBER: 0001104659-00-000829 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20001031 FILED AS OF DATE: 20001213 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: 788158 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 0001.txt QUARTERLY REPORT 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, 2000 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 10/31/00 ----------------------- ----------------------- Common stock, par value 11,986,460 shares $.10 per share THOR INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
ASSETS (UNAUDITED) OCTOBER 31, 2000 JULY 31, 2000 ---------------- ------------- Current assets: Cash and cash equivalents $ 26,048,736 $ 59,655,251 Investments - short term 34,248,796 18,308,194 Accounts receivable: Trade 56,867,865 50,970,187 Other 1,998,540 973,265 Inventories 92,877,947 89,545,213 Deferred income taxes and other 10,427,227 5,835,370 ------------- ------------- Total current assets 222,469,111 225,287,480 ------------- ------------- Property: Land 5,683,179 5,573,144 Buildings and improvements 25,345,629 24,330,742 Machinery and equipment 20,446,904 17,926,415 ------------- ------------- Total cost 51,475,712 47,830,301 Accumulated depreciation and amortization 15,321,511 14,525,634 ------------- ------------- Property, net 36,154,201 33,304,667 ------------- ------------- Investments: Joint ventures 2,636,441 2,628,282 Investments available for sale 3,864,341 3,486,150 ------------- ------------- Total Investments 6,500,782 6,114,432 Other assets: Goodwill 10,613,578 10,741,131 Noncompete agreements 784,546 1,132,614 Trademarks 1,801,146 1,844,981 Other 4,194,265 3,706,087 ------------- ------------- Total other assets 17,393,535 17,424,813 ------------- ------------- TOTAL ASSETS $ 282,517,629 $ 282,131,392 ============= ============= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 45,410,204 $ 49,824,276 Accrued liabilities: Taxes 6,003,867 4,599,864 Compensation and related items 9,715,969 13,356,378 Product warranties 12,046,286 11,878,469 Other 5,004,149 6,719,049 ------------- ------------- Total current liabilities 78,180,475 86,378,036 ------------- ------------- Other liabilities 957,473 549,080 Stockholders' equity: Common stock - authorized 20,000,000 shares; issued 13,745,497 shares @ 10/31/00 and 13,743,997 shares @ 7/31/00; par value of $.10 per share 1,374,550 1,374,400 Additional paid in capital 26,190,365 26,169,020 Accumulated other comprehensive income (loss) (2,636,466) (2,620,712) Retained earnings 205,322,588 197,171,503 Restricted stock plan (278,726) (297,305) Cost of treasury shares 1,759,037 shares @ 10/31/00 and 7/31/00 (26,592,630) (26,592,630) ------------- ------------- Total stockholders' equity 203,379,681 195,204,276 ------------- ------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 282,517,629 $ 282,131,392 ============= =============
See notes to consolidated financial statements. 2 THOR INDUSTRIES, INC. AND SUBSIDIARIES STATEMENTS OF CONSOLIDATED INCOME FOR THE THREE MONTHS ENDED OCTOBER 31, 2000 AND 1999
(UNAUDITED) 2000 1999 ---- ---- Net sales $205,182,694 $221,020,752 Cost of products sold 178,786,757 191,451,261 ------------ ------------ Gross profit 26,395,937 29,569,491 Selling, general, and administrative expenses 13,968,466 13,867,160 Loss on divestment of subsidiary -- 221,121 Interest income 1,420,344 817,586 Interest expense 101,129 39,766 Other income 441,437 228,071 ------------ ------------ Income before income taxes 14,188,123 16,487,101 Provision for income taxes 5,797,309 6,827,193 ------------ ------------ Net income $ 8,390,814 $ 9,659,908 ============ ============ AVERAGE COMMON SHARES OUTSTANDING 11,986,297 12,148,235 ------------ ------------ EARNINGS PER COMMON SHARE: Basic $.70 $.80 ==== ==== Diluted $.70 $.79 ==== ==== DIVIDENDS PAID PER COMMON SHARE $.02 $.02 ==== ====
See notes to consolidated financial statements. 3 THOR INDUSTRIES, INC. AND SUBSIDIARIES STATEMENTS OF CONSOLIDATED CASH FLOWS FOR THE THREE MONTHS ENDED OCTOBER 31, 2000 AND 1999
(UNAUDITED) 2000 1999 ---- ---- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 8,390,814 $ 9,659,908 Adjustments to reconcile net income to net cash used in operating activities: Depreciation 833,965 672,290 Amortization 519,456 446,987 Loss on divestment of subsidiary -- 221,122 Purchase of trading investments (29,326,442) -- Proceeds from sale of trading investments 13,542,607 -- CHANGES IN NON CASH ASSETS AND LIABILITIES: Accounts receivable (6,922,953) (5,182,842) Inventories (3,332,734) (6,778,978) Prepaid expenses and other (5,165,757) (4,881,881) Accounts payable (4,414,072) (6,613,099) Accrued liabilities (3,783,489) 2,039,141 Other liabilities 270,205 60,465 ------------ ------------ NET CASH USED IN OPERATING ACTIVITIES (29,388,400) (10,356,887) ------------ ------------ CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property, plant & equipment (3,673,146) (2,559,977) Disposals of property, plant & equipment 10,421 4,127 Purchase of available-for-sale investments (215,938) (1,440,481) ------------ ------------ NET CASH USED IN INVESTING ACTIVITIES (3,878,663) (3,996,331) ------------ ------------ CASH FLOWS FROM FINANCING ACTIVITIES: Cash dividends (239,729) (242,793) Purchase of treasury stock -- (560,234) Proceeds from issuance of common stock 21,495 136,135 ------------ ------------ NET CASH USED IN FINANCING ACTIVITIES (218,234) (666,892) ------------ ------------ EFFECT OF EXCHANGE RATE CHANGES ON CASH (121,218) 215,211 ------------ ------------ Net decrease in cash and equivalents (33,606,515) (14,804,899) Cash and equivalents, beginning of year 59,655,251 68,865,635 ------------ ------------ CASH AND EQUIVALENTS, END OF PERIOD $ 26,048,736 $ 54,060,736 ============ ============ SUPPLEMENTAL CASH FLOW INFORMATION: Income taxes paid $ 3,988,161 $ 1,105,900 Interest paid 101,129 39,766 NON CASH TRANSACTIONS: Issuance of restricted stock -- 165,100
See notes to consolidated financial statements. 4 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. The consolidated balance sheet at July 31, 2000 is taken from the audited consolidated financial statements. The accompanying interim unaudited consolidated financial statements reflect all adjustments consisting of only normal recurring adjustments, which are, in the opinion of management, necessary to present fairly the consolidated financial position, operating results, and cash flows for such unaudited periods. 2. Major classifications of inventories are:
(UNAUDITED) OCTOBER 31, 2000 JULY 31, 2000 ---------------- ------------- Raw materials $36,145,579 $36,010,315 Chassis 25,308,858 29,122,188 Work in process 24,803,934 21,412,340 Finished goods 11,707,422 7,881,216 ----------- ----------- Total 97,965,793 94,426,059 Less excess of FIFO costs over LIFO costs 5,087,846 4,880,846 ----------- ----------- Total inventories $92,877,947 $89,545,213 =========== ===========
3. Earnings Per Share
Three Months Three Months ended ended October 31, 2000 October 31, 1999 ---------------- ---------------- Weighted average shares outstanding for basic earnings per share 11,986,297 12,148,235 Stock options 41,206 57,415 ------------- ------------- Total - For diluted shares 12,027,503 12,205,650 ============= =============
4. Stockholders' Equity
Three Months Three Months ended ended October 31, 2000 October 31, 1999 ---------------- ---------------- Net Income $ 8,390,814 $ 9,659,908 Foreign currency translation adjustment (121,218) 215,211 Unrealized appreciation on investments 105,464 208,647 ------------- ------------- Comprehensive Income $ 8,375,060 $ 10,083,766 ============= =============
5. Segment Information
Three Months Three Months ended ended October 31, 2000 October 31, 1999 ---------------- ---------------- Net Sales: Recreation vehicles Towables $ 82,896,955 $ 93,044,286 Motorized 51,839,148 67,573,924 Other 1,204,247 2,135,606 Buses 69,242,344 58,266,936 ------------- ------------- Total $ 205,182,694 $ 221,020,752 ============= ============= Income Before Income Taxes: Recreation vehicles $ 8,098,116 $ 11,898,005 Buses 5,348,474 4,874,876 Corporate 741,533 (285,780) ------------- ------------- Total $ 14,188,123 $ 16,487,101 ============= =============
5 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
October 31, 2000 July 31, 2000 ---------------- ------------- Identifiable Assets: Recreation vehicles $110,706,543 $118,700,398 Buses 88,751,597 66,250,635 Corporate 83,059,489 97,180,359 ------------ ------------ Total $282,517,629 $282,131,392 ============ ============
6. In December 1999, the Securities and Exchange Commission issued Staff Accounting Bulletin 101 (SAB 101), "Revenue Recognition in Financial Statements", which provides guidance on applying accounting principles generally accepted in the United States of America, for recognizing revenue. SAB 101 is effective for the fourth quarter of fiscal years beginning after December 15, 1999. The impact, if any, of adopting SAB 101 on our consolidated financial position, results of operations and cash flows, has not been determined. 7. The Company adopted the provisions of SFAS No. 133, "Accounting for Derivative Instruments & Hedging Activities," as amended on August 1, 2000. The Company has performed a review of all contracts to properly identify all derivative financial instruments and any embedded derivative financial instruments. No such derivatives were identified. Therefore, the adoption of SFAS No. 133 had no effect on the Company's financial statements. 8. Investments - The Company classifies its debt and equity securities as trading or available-for-sale. Trading securities are bought and held principally for the purpose of selling them in the near term. All securities not included in trading are classified as available-for-sale. Trading and available-for-sale investments are recorded at fair value. Unrealized holding gains and losses on trading investments are included in earnings. Unrealized holding gains and losses, net of the related tax effect, on available-for-sale investments are excluded from earnings and are reported as a separate component of accumulated other comprehensive income, net of income taxes until realized. Realized gains and losses from the sale of available-for-sale investments are determined on a specific-identification basis. Dividend and interest income are recognized when earned. At October 31, 2000, the Company held equity investments with a fair value of $3,864,342 and cost basis of $6,016,394. The investments are classified as available-for-sale and included in other investments. Gross unrealized losses were $2,152,052. The Company has certain corporate debt investments that are classified as trading investments and reported as Investments - short term. Included in other income are net realized gains on trading investments of $87,324. 6 MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ---------------------------------- QUARTER ENDED OCTOBER 31, 2000 VS. QUARTER ENDED OCTOBER 31, 1999 - ---------------------------------- Net sales for the first quarter totaled $205,182,694, down 7.2% from $221,020,752 in the same period last year. Income before income taxes was $14,188,123, down 13.9% from $16,487,101 last year. The decrease in income before income taxes of $2,298,978 was primarily attributed to reduced recreation vehicle revenues of $26,813,466, which resulted in an approximate $3,800,000 reduction in income before income tax. This reduction in RV income before tax was offset by increased bus revenues of $10,975,408 which generated an additional $473,598 in income before taxes. In addition no losses were incurred on divestment of operations in the first quarter of this year versus $221,122 in last year. Net interest income increased by approximately $541,000. Recreation vehicle revenues of $135,940,350 were 16.5% lower than last years $162,753,816 and accounted for 66.3% of total Company revenues compared to 73.6% last year. Recreation vehicles revenues were down due to softness in the overall market. Bus revenues of $69,242,344 were 18.8% higher than last years $58,266,936 and accounted for 33.7% of total Company revenues compared to 26.4% last year. Bus revenues were up primarily due to increased unit sales and product mix. Manufacturing gross profit decreased as a percentage of sales from 13.4% in the first quarter ended October 31, 1999 to 12.9% at October 31, 2000 due primarily to lower recreation vehicle volumes. There were no appreciable price increases during the quarter ended October 31, 2000. Selling, general, and administrative expenses and amortization of intangibles increased to $13,968,466, 6.8% of sales from $13,867,160, 6.3% of sales, primarily due to increased selling expenses. Interest income increased by $602,758 primarily due to increased investable cash and higher returns during the quarter compared to last year. Interest expense increased by $61,363, primarily due to an increase in the bus chassis pool. The combined income tax rate was 40.9% for the quarter ended October 31, 2000 compared to 41.4% last year due primarily to tax savings generated by the Company's foreign sales corporation. FINANCIAL CONDITION AND LIQUIDITY As of October 31, 2000 Thor had $60,297,532 in cash, cash equivalents and short term investments, compared to $77,963,445 on July 31, 2000. Working capital on October 31, 2000, was $144,288,636 compared to $138,909,444 on July 31, 2000. The Company has no long term debt. The Company currently has a $30,000,000 revolving line of credit. There were no borrowings on the line of credit at October 31, 2000. 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, 2001. The Company believes that internally generated funds and the revolving credit agreement will be sufficient to meet current needs and anticipated capital requirements. Capital expenditures of $3,673,146 in the quarter were primarily for the continued expansion of the Komfort RV facility and the expansion of the Company's bus operations. The Company anticipates additional capital expenditures in 2001 of approximately $19,600,000 primarily for the continued expansion of its Komfort facility and bus operations. FORWARD LOOKING STATEMENTS This report includes certain statements that are "forward looking" statements within the meaning of 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 involve uncertainties and risks. There can be no assurance that actual results will not differ from the Company's expectations. Factors which could cause materially different results include, among others, the success of new product introductions, the pace of acquisitions and cost structure improvements, competition and general economic conditions. The Company disclaims any obligation or undertaking to disseminate any updates or revisions to any forward looking statements contained herein or to reflect any change in expectations of the Company after the date hereof or any change in events, conditions or circumstances on which any statement is based. 7 MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ---------------------------------- (CONTINUED) QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Company is exposed to market risk from changes in foreign currency related to its operations in Canada. However, because of the size of Canadian operations, a hypothetical 10% change in the Canadian dollar as compared to the U.S. dollar would not have a significant impact on the Company's financial position or results of operations. The Company is also exposed to market risks related to interest rates because of its investments in corporate debt securities. A hypothetical 10% change in interest rates would not have a significant impact on the Company's financial position or result's of operations. PART II Item 6. Exhibits and Reports on Form 8-K a.) Exhibit N/A b.) Reports on Form 8-K N/A 8 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 12/7/00 /s/ WADE F. B. THOMPSON --------------------- ---------------------------------------- Wade F. B. Thompson Chairman of the Board, President and Chief Executive Officer DATE 12/7/00 /s/ WALTER L. BENNETT ------------------------- ---------------------------------------- Walter L. Bennett Senior Vice President Secretary (Chief Financial Officer) EX-27 2 0002.txt FINANCIAL DATA SCHEDULE
5 3-MOS JUL-31-2001 AUG-01-2000 OCT-31-2000 26,048,736 34,248,796 58,866,405 0 92,877,947 222,469,111 51,475,712 15,321,511 282,517,629 78,180,475 0 0 0 1,374,550 202,005,131 282,517,629 205,182,694 205,182,694 778,786,757 192,755,223 0 0 101,129 14,188,123 5,797,309 0 0 0 0 8,390,814 .70 .70
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