0001144204-13-026441.txt : 20130506 0001144204-13-026441.hdr.sgml : 20130506 20130506141917 ACCESSION NUMBER: 0001144204-13-026441 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130430 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Material Impairments ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130506 DATE AS OF CHANGE: 20130506 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09235 FILM NUMBER: 13815526 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 8-K 1 v343982_8k.htm CURRENT REPORT

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

_________________

 

FORM 8–K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15 (d) of the

Securities Exchange Act of 1934

 

 

Date of Report (Date of Earliest Event Reported): April 30, 2013

 

 

Thor Industries, Inc.

(Exact Name of Registrant as Specified in Charter)

 

 

Delaware

(State or Other Jurisdiction of Incorporation)

1-9235

(Commission File Number)

 

93-0768752

(IRS Employer Identification No.)

 

601 East Beardsley Avenue,

Elkhart, Indiana

(Address of Principal Executive Offices)

46514-3305

(Zip Code)

 

Registrant’s telephone number, including area code: (574) 970-7460

 

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 
 
 

Item 1.01 Entry into a Material Definitive Agreement.

 

On April 30, 2013, Thor Industries, Inc. (the "Company") and its subsidiary, SJC Industries Corp. ("SJC"), entered into an Asset Purchase Agreement (the "Agreement") with Wheeled Coach Industries, Inc. ("Wheeled Coach"), a subsidiary of Allied Specialty Vehicles, Inc., a privately held company based in Orlando, Florida, pursuant to which Wheeled Coach would acquire substantially all of the assets used in the conduct of SJC's ambulance business (the "SJC Assets").

 

The Agreement provides that Wheeled Coach would pay SJC as consideration for the acquisition of the SJC Assets a purchase price of $12,521,417, subject to certain adjustments, if applicable. Under the Agreement, the SJC Assets would include all of SJC's right, title and interest in, to and under the assets, properties and businesses owned, held and used in the conduct of the ambulance business by SJC as of April 30, 2013, excluding SJC's ambulance facility and certain excluded assets as outlined in the Agreement.

 

A copy of the Agreement will be attached as an exhibit to the Company's Form 10-Q for the third quarter ended April 30, 2013. The foregoing summary of the Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the agreement to be attached to the Company’s Form 10-Q referenced above.

 

On May 6, 2013, the Company issued a press release announcing that it had entered into the Agreement. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

 

Item 2.06 Material Impairments.

 

In April 2013, the Company determined that it was more likely than not that certain long-lived assets associated with the Company’s ambulance business would be sold before the end of their previously estimated useful life. This was determined to be a triggering event and an impairment assessment relative to those assets was performed.  Based on the assessment, the Company determined that the carrying amount of the assets would not be recoverable from future cash flows and as a result, a non-cash impairment charge of approximately $5 million related to certain amortizable intangible assets will be recorded in the Company’s fiscal third quarter to reflect the fair value of the assets sold. 

 

In addition, the Company is currently evaluating the goodwill associated with the reporting unit which historically included the ambulance business.  This reporting unit had fair value exceeding carrying value by 15% as of our fiscal 2012 annual goodwill assessment. The Company believes it is more likely than not that the goodwill allocated to this reporting unit will be impaired, but the precise amount of the impairment has not yet been determined. 

 

Item 9.01 Financial Statements and Exhibits.

 

(d)Exhibits

 

  Exhibit Number Description
     
  99.1 Copy of press release, dated May 6, 2013, issued by the Company

 

 
 

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 hereunto duly authorized.

 

    Thor Industries, Inc.
     
     
Date: May 6, 2013 By: /s/ W. Todd Woelfer
  Name: W. Todd Woelfer
  Title: Senior Vice President, General Counsel and Secretary

 

 

 EX-99.1 2 v343982_ex99-1.htm PRESS RELEASE

Thor Announces Sale Of SJC Industries Subsidiary

ELKHART, Ind., May 6, 2013 /PRNewswire/ -- Thor Industries, Inc. (NYSE: THO) today announced the sale of substantially all of the assets of SJC Industries Corp., a subsidiary that manufactures ambulances, to Wheeled Coach Industries, Inc., a subsidiary of Allied Specialty Vehicles, Inc., a privately held company based in Orlando, Florida.

Bob Martin, Thor President and Chief Operating Officer, commented, "The sale provides the opportunity to streamline our bus operations and refocus these assets on our core business in a way that leaves our Goshen Coach operation better positioned to take advantage of future opportunities."

Peter Guile, Chief Executive Officer of ASV stated, "I am pleased with the addition of the McCoy-Miller and Marque ambulance brands to the Fire & Emergency Segment of Allied Specialty Vehicles, Inc. Both McCoy-Miller and Marque have been respected manufacturers within the ambulance industry for many years. ASV plans to build upon the strong reputation of the McCoy and Marque brands by supporting and enhancing their respective dealer's and providing an outstanding customer experience."

About Thor Industries, Inc.
Thor is the sole owner of operating subsidiaries that, combined, represent the world's largest manufacturer of recreation vehicles and a major builder of buses and commercial vehicles.

About Allied Specialty Vehicles (ASV)
ASV is a +$1 billion manufacturer comprised of industry leading brands serving Fire & Emergency, Recreational and Commercial vehicle markets. Within the Fire & Emergency segment ASV offers a full line of Fire Apparatus and Ambulances. Within the Recreational Vehicle the company produces motorized RV's under many of the industry's most iconic brands. The Commercial segment produces school buses, terminal trucks and sweeper vehicles. For more information, visit us at www.alliedsv.com.

This release 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 (the "Exchange Act"). These forward looking statements involve uncertainties and risks. There can be no assurance that actual results will not differ from our expectations. Factors which could cause materially different results include, among others, price fluctuations, material or chassis supply restrictions, legislative and regulatory developments, the costs of compliance with increased governmental regulation, legal issues, the potential impact of increased tax burdens on our dealers and retail consumers, lower consumer confidence and the level of discretionary consumer spending, the level of state and federal funding available for transportation, interest rate increases, restrictive lending practices, recent management changes, the success of new product introductions, the pace of acquisitions, asset impairment charges, cost structure improvements, competition and general economic conditions and the other risks and uncertainties discussed more fully in Item 1A of our Annual Report on Form 10-K for the year ended July 31, 2012 and Part II, Item 1A of our Quarterly Report on Form 10-Q for the period ended January 31, 2013. We disclaim any obligation or undertaking to disseminate any updates or revisions to any forward looking statements contained in this release or to reflect any change in our expectations after the date of this release or any change in events, conditions or circumstances on which any statement is based, except as required by law.



CONTACT: Jeffery A. Tryka, CFA, Investor Relations, (574) 970-7912, jtryka@thorindustries.com