UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): June 7, 2012
Thor Industries, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware | 1-9235 | 93-0768752 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
419 West Pike Street, Jackson Center, Ohio |
45334-0629 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrants telephone number, including area code: (937) 596-6849
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 2.02 Results of Operations and Financial Condition.
On June 7, 2012, Thor Industries, Inc. (the Company) issued a press release announcing certain financial results for the third quarter and nine months ended April 30, 2012. A copy of the Companys press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
In accordance with general instruction B.2 to Form 8-K, the information set forth in Item 2.02 of this Form 8-K (including Exhibit 99.1) shall be deemed furnished and not filed with the Securities and Exchange Commission for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference into any filing thereunder or under the Securities Act of 1933, as amended.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 8, 2012, Robert W. (Bob) Martin, Recreation Vehicle Group President of the Company, received a grant of 10,041 shares of restricted stock of the Company pursuant to the Thor Industries, Inc. 2010 Equity and Incentive Plan (the Plan). The shares of restricted stock are scheduled to vest as follows (subject to the terms of the Plan): 2,009 shares on the first anniversary of the date of grant and 2,008 shares on each of the second, third, fourth and fifth anniversaries of the date of grant. The foregoing grant of restricted stock was made in accordance with a previously disclosed performance compensation award for Mr. Martin for the third and fourth fiscal quarters of the Companys 2012 fiscal year (the Restricted Stock Award), which is in addition to a performance compensation award for such quarters payable in cash that Mr. Martin is eligible to receive. Under the terms of the Restricted Stock Award, Mr. Martin is eligible to receive a performance-based incentive award under the Plan payable in restricted stock of the Company with respect to the third and fourth quarters of fiscal 2012, equal to 0.5% of the pre-tax profits from operations of the RV Segment (excluding any impairment charges) for each such fiscal quarter. The number of shares of restricted stock received by Mr. Martin for the Companys third fiscal quarter was determined by using the closing price of the Companys common stock on June 8, 2012, the next trading day after the date the Company released its quarterly earnings.
On June 7, 2012, in connection with the approval of the shares of restricted stock for Mr. Martin for the Companys third fiscal quarter, the Compensation and Development Committee of the Board of Directors of the Company approved the forms of Restricted Stock Award Certificate and Restricted Stock Award Agreement for Mr. Martin which, in addition to the Plan, sets forth the terms and conditions of the restricted stock granted pursuant to the Restricted Stock Award. The forms of Restricted Stock Award Certificate and Restricted Stock Award Agreement are attached hereto as Exhibit 10.1 and are incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) | Exhibits |
Exhibit Number |
Description | |
10.1 | Form of Restricted Stock Award Certificate and Restricted Stock Award Agreement of Robert W. Martin | |
99.1 | Copy of press release, dated June 7, 2012, 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: June 12, 2012 | By: | /s/ Christian G. Farman | ||||
Name: | Christian G. Farman | |||||
Title: | Senior Vice President, Treasurer and Chief Financial Officer |
EXHIBIT INDEX
Exhibit |
Description | |
10.1 | Form of Restricted Stock Award Certificate and Restricted Stock Award Agreement of Robert W. Martin | |
99.1 | Copy of press release, dated June 7, 2012, issued by the Company |
Exhibit 10.1
THOR INDUSTRIES, INC.
2010 EQUITY AND INCENTIVE PLAN
RESTRICTED STOCK AWARD CERTIFICATE
THIS IS TO CERTIFY that, pursuant to the terms of a Performance Compensation Award granted by the Compensation and Development Committee of the Board of Directors by action dated January 26, 2012, Thor Industries, Inc., a Delaware corporation (the Company), has offered you (the Participant) the right to receive Common Stock of the Company under its 2010 Equity and Incentive Plan (the Plan), as follows:
Name of Participant: | Robert W. Martin | |||
Address of Participant: | c/o Thor Industries, Inc. 3080 Windsor Court Elkhart, IN 46514 |
|||
Number of Shares: | ||||
Grant Price: | $ per share (closing NYSE price on ) | |||
Value of Grant: | $ | |||
Date of Grant: | ||||
Vesting Commencement Date: | ||||
Vesting Schedule: |
Anniversary of Vesting Commencement Date |
Percentage of Shares Vested | |
1st | 20% | |
2nd | 40% | |
3rd | 60% | |
4th 5th |
80% 100% |
By your signature and the signature of the Companys representative below, you and the Company agree to be bound by all of the terms and conditions of the Restricted Stock Award Agreement attached hereto as Annex I (the Award Agreement) and the Plan, which is attached hereto as Annex II (both incorporated herein by this reference as if set forth in full in this document). By executing this Certificate, you hereby irrevocably elect to accept the Restricted Stock Award rights granted pursuant to this Certificate and the Award Agreement and to receive the Restricted Shares (as defined in the Award Agreement) designated above subject to the terms of the Plan, this Certificate, and the Award Agreement.
Participant: | Thor Industries, Inc. | |||
By: | ||||
Name: Robert W. Martin | Name: | |||
Title: | ||||
Dated: | Dated: |
Thor Industries, Inc. 2010 Equity and Incentive Plan
Restricted Stock Award Certificate
Annex I
THOR INDUSTRIES, INC.
2010 EQUITY AND INCENTIVE PLAN
RESTRICTED STOCK AWARD AGREEMENT
This Restricted Stock Award Agreement (this Agreement), is entered into on the execution date of the Restricted Stock Award Certificate to which it is attached (the Certificate), between Thor Industries, Inc., a Delaware corporation (the Company), and the Participant named in the Certificate.
Pursuant to the Thor Industries, Inc. 2010 Equity and Incentive Plan (the Plan), the Administrator has authorized the grant to Participant of the right to receive shares of the Companys Common Stock (the Award), upon the terms and subject to the conditions set forth in the Plan, the Certificate, and in this Agreement. Capitalized terms not otherwise defined herein have the meanings ascribed to them in the Certificate or the Plan.
NOW, THEREFORE, in consideration of the premises and the benefits to be derived from the mutual observance of the covenants and promises contained herein and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1. Restricted Stock Award. The Company hereby awards and grants to Participant, for valid consideration with a value in excess of the aggregate par value of the Common Stock awarded to Participant, the number of shares of Common Stock set forth in the Certificate, which are subject to the restrictions and conditions set forth in the Plan, the Certificate, and this Agreement (the Restricted Shares). Subject to the following sentence, one or more stock certificates representing the number of shares of Common Stock specified in the Certificate will hereby be registered in Participants name (the Stock Certificate), but will be deposited and held in the custody of the Company for Participants account as provided in Section 4 hereof until such Restricted Shares become vested and all restrictions thereon have lapsed. Participant acknowledges and agrees that those shares of Common Stock may be issued as a book entry with the Companys transfer agent and that no physical certificates need be issued for as long as such shares remain subject to forfeiture and restrictions on transfer.
2. Vesting. Except as otherwise provided in the Plan or an employment agreement or service agreement, the terms of which have been approved by the Administrator, the Restricted Shares will vest and restrictions on transfer will lapse pursuant to the Vesting Schedule set forth in the Certificate.
(a) Forfeiture of Unvested Shares. Except as otherwise provided in this Section or in an employment agreement or service agreement, the terms of which have been approved by the Administrator, if Participant ceases Continuous Service for any reason Participant will immediately forfeit the Restricted Shares that have not vested and as to which restrictions have not lapsed (Unvested Shares), and such Unvested Shares will be cancelled as outstanding shares of Common Stock.
Thor Industries, Inc. 2010 Equity and Incentive Plan
Restricted Stock Award Agreement Page 1
(b) Restriction on Transfer of Unvested Shares. Participant is not permitted to transfer, assign, grant a lien or security interest in, pledge, hypothecate, encumber, or otherwise dispose of any of the Unvested Shares, except as expressly permitted by this Agreement.
3. Deposit of the Unvested Shares. Participant shall deposit all of the Unvested Shares with the Company to hold in its custody until they become vested, at which time such vested Restricted Shares will no longer constitute Unvested Shares. From time to time after the execution of this Agreement and during the Restricted Period, if requested by the Company Participant shall execute and deliver to the Company blank stock powers for use in connection with the transfer to the Company or its designee of Unvested Shares that do not become vested. At the written request of Participant, the Company will deliver to Participant a Stock Certificate for the shares of Common Stock that become vested upon the lapse of the forfeiture and non-transferability restrictions thereon.
4. Rights as a Shareholder, Dividends. Subject to the terms of this Agreement, Participant will have all the rights of a shareholder with respect to the Restricted Shares, including the right to vote the Restricted Shares, provided, however, that with respect to dividends thereon, Participant will not be entitled to any dividends with a record date prior to the date on which the Restricted Shares become vested and are no longer subject to forfeiture and restrictions on transfer.
5. Compliance with Laws and Regulations. The issuance and transfer of Common Stock is subject to the Companys and Participants full compliance, to the satisfaction of the Company and its counsel, with all applicable requirements of federal, state, and foreign securities laws and with all applicable requirements of any securities exchange on which the Common Stock may be listed at the time of such issuance or transfer. Participant understands that the Company is under no obligation to register or qualify the shares of Common Stock with the Securities Exchange Commission, any state securities commission, foreign securities regulatory authority, or any securities exchange to effect such compliance.
6. Tax Withholding.
(a) As a condition to the release of shares of Common Stock from the Companys custody and lapse of restrictions on transfer, no later than the first to occur of (i) the date as of which all or any of the Restricted Shares vest and the restrictions on their transfer lapse, or (ii) the date required by Section 6(b), Participant shall pay to the Company any federal, state, or local taxes required by law to be withheld with respect to the Restricted Shares that vest and for which the restrictions lapse. Participant shall pay such amount to the Company in cash or, to the extent permitted by the Administrator, by tendering Common Stock held by Participant, including Restricted Shares held in custody by the Company that become vested, with a Fair Market Value on the date the Restricted Shares vest equal to the amount of Participants minimum statutory tax withholding liability, or a combination thereof. Notwithstanding the foregoing, the Company will, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to Participant, including any salary, bonus or performance-based award (including any award under the Companys Management Incentive Plan) any federal, state, or local taxes required by law to be withheld with respect to such shares of Common Stock. Payment of the tax withholding by a Participant who is an insider within the
Thor Industries, Inc. 2010 Equity and Incentive Plan
Restricted Stock Award Agreement Page 2
meaning of Section 16 of the Exchange Act by tendering Common Stock, including shares held in custody by the Company, is subject to pre-approval by the Administrator, in its sole discretion, which in the case of a Participant who is an Officer or Director will be in a manner that complies with the specificity requirements of Rule 16b-3, including the name of the Participant involved in the transaction, the nature of the transaction, the number of shares to be acquired or disposed of by the Participant and the material terms of the Award involved in the transaction.
(b) Participant may elect, within 30 days of the Date of Grant, to include in gross income for federal income tax purposes pursuant to Section 83(b) of the Code, an amount equal to the aggregate Fair Market Value on the Date of Grant of the Restricted Shares less the amount, if any, paid by Participant (other than by prior or future services) for the Restricted Shares granted hereunder. In connection with any such election, Participant shall promptly provide the Company with a copy of such election as filed with the Internal Revenue Service, and pay to the Company, or make such other arrangements satisfactory to the Administrator to pay to the Company based on the Fair Market Value of the Restricted Shares on the Date of Grant, any federal, state, or local taxes required by law to be withheld with respect to such Restricted Shares at the time of such election. If Participant fails to make such payments, the Company will, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to Participant any federal, state, or local taxes required by law to be withheld with respect to such Restricted Shares.
7. No Right to Continued Service. Nothing in this Agreement or in the Plan imposes or may be deemed to impose, by implication or otherwise, any limitation on any right of the Company or any Affiliate to terminate Participants Continuous Service at any time.
8. Representations and Warranties of Participant. Participant represents and warrants to the Company as follows:
(a) Agrees to Terms of the Plan. Participant has received a copy of the Plan and has read and understands the terms of the Plan, the Certificate, and this Agreement, and agrees to be bound by their terms and conditions. Participant acknowledges that there may be adverse tax consequences upon the vesting of Restricted Shares or disposition of the shares of Common Stock once vested, and that Participant should consult a tax advisor before such time.
(b) Stock Ownership. Participant is the record and beneficial owner of the Restricted Shares with full right and power to transfer the Unvested Shares to the Company free and clear of any liens, claims, or encumbrances and Participant understands that the Stock Certificates evidencing the Restricted Shares will bear a legend referencing this Agreement.
(c) Rule 144. Participant understands that, to the extent Participant wishes to avail himself of Rule 144 promulgated under the Securities Act in connection with any transfer of Common Stock, Rule 144 may indefinitely impose transfer restrictions on such transfer if Participant is an affiliate of the Company (as defined in Rule 144), or for up to one year if Participant is not an affiliate of the Company.
9. Compliance with Securities Laws. Participant understands and acknowledges that, notwithstanding any other provision of this Agreement to the contrary, the issuance,
Thor Industries, Inc. 2010 Equity and Incentive Plan
Restricted Stock Award Agreement Page 3
vesting, holding and transfer of the Restricted Shares shall be subject to compliance by the Company and Participant with all applicable requirements of federal and state securities laws and with all applicable requirements of any stock exchange on which the Companys Common Stock may be listed from time to time. Participant understands that the Company is under no obligation to register or qualify the Shares with the Securities and Exchange Commission, any state securities commission or any stock exchange to effect such compliance. Participant agrees to cooperate with the Company to ensure compliance with such laws.
10. Adjustments. The Restricted Shares are subject to the adjustment provisions set forth in Section 11 of the Plan, which could entitle Participant to additional shares of Common Stock or other securities.
11. Restrictive Legends and Stop-Transfer Orders.
(a) Legends. To the extent that a Stock Certificate or Stock Certificates representing Unvested Shares is issued in physical form rather than through book entry with the Companys transfer agent, Participant understands and agrees that the Company will place the legends set forth below or similar legends on any Stock Certificate evidencing the Common Stock, together with any other legends that may be required by federal, state, or foreign securities laws, the Companys certificate of incorporation or bylaws, any other agreement between Participant and the Company, or any agreement between Participant and any third party:
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON PUBLIC RESALE AND TRANSFER, AS SET FORTH IN A RESTRICTED STOCK AWARD AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES. SUCH PUBLIC RESALE AND TRANSFER RESTRICTIONS ARE BINDING ON TRANSFEREES OF THESE SHARES.
The Company will remove the above legend at such time as the shares of Common Stock in question are no longer subject to restrictions on public resale and transfer pursuant to this Agreement. Any legends required by applicable federal, state, or foreign securities laws will be removed at such time as such legends are no longer required.
(b) Stop-Transfer Instructions. To ensure compliance with the restrictions imposed by this Agreement, the Company may issue appropriate stop-transfer instructions to its transfer agent, if any, and if the Company transfers its own Common Stock, it may make appropriate notations to the same effect in its own records.
(c) Refusal to Transfer. The Company will not be required (i) to transfer on its books any shares of Common Stock that have been sold or otherwise transferred in violation of this Agreement; or (ii) to treat as owner of such shares, or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such shares have been so transferred.
12. Modification. The Agreement may be modified only in writing signed by both parties.
Thor Industries, Inc. 2010 Equity and Incentive Plan
Restricted Stock Award Agreement Page 4
13. Interpretation. Any dispute regarding the interpretation of this Agreement must be submitted by Participant or the Company to the Administrator for review. The resolution of such a dispute by the Administrator will be final and binding on the Company and Participant.
14. Entire Agreement. The Plan and the Certificate are incorporated herein by reference, and Participant hereby acknowledges receiving a copy of the Plan. This Agreement, the Certificate and the Plan constitute the entire agreement of the parties and supersede all prior undertakings and agreements with respect to the subject matter hereof. In the event of a conflict or inconsistency between the terms and conditions of this Agreement, the Certificate, and the Plan, the Plan will govern.
15. Notices. Any notice required under this Agreement to be given or delivered to the Company must be in writing and addressed to the Corporate Secretary of the Company at its principal corporate offices. Any notice required to be given or delivered to Participant must be in writing and addressed to Participant at the address indicated on the Certificate or to such other address as Participant designates in writing to the Company. All notices will be deemed to have been given or delivered (a) upon personal delivery, (b) five days after deposit in the United States mails by certified or registered mail (return receipt requested), (c) two business days after deposit with any return receipt express courier (prepaid), or (d) one business day after transmission by facsimile.
16. Successors and Assigns. The Company may assign any of its rights under this Agreement. This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement is binding upon Participant and Participants heirs, executors, administrators, legal representatives, successors and assigns.
17. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware without giving effect to its conflict of law principles. If any provision of this Agreement is determined by a court of law to be illegal or unenforceable, then such provision will be enforced to the maximum extent possible and the other provisions will remain fully effective and enforceable.
Thor Industries, Inc. 2010 Equity and Incentive Plan
Restricted Stock Award Agreement Page 5
Annex II
THOR INDUSTRIES, INC.
2010 EQUITY AND INCENTIVE PLAN
Thor Industries, Inc. 2010 Equity and Incentive Plan
Exhibit 99.1
419 WEST PIKE STREET P.O. BOX 629 JACKSON CENTER, OHIO 45334-0629
PHONE 937-596-6849 FAX 937-596-7937
N E W S R E L E A S E
Date: | June 7, 2012 |
Contact: | Peter B. Orthwein or Richard E. Riegel III |
THOR ANNOUNCES THIRD QUARTER AND NINE MONTH RESULTS.
Thor Industries, Inc. (NYSE:THO) today announced results for the third quarter and nine months ended April 30, 2012. Consolidated sales for the quarter ended April 30, 2012 were $926,458,000, up 9% from $852,059,000 in the third quarter last year. Net income for the quarter was $41,341,000, up 3% from $40,008,000 in the third quarter last year. E.P.S. for the quarter were 78¢ versus 72¢ in the third quarter last year.
Consolidated sales for the nine months ended April 30, 2012 were $2,196,428,000, up 11% from $1,984,970,000 in the nine months last year. Net income for the nine months was $77,379,000, up 12% from $69,384,000 in the prior year period. E.P.S. for the nine months were $1.43 versus $1.26 in the period last year.
RV sales in the quarter ended April 30, 2012 were $807,196,000, up 9% from $742,797,000 in the quarter last year. Towable RV sales in the quarter were $680,472,000, up 9% from $624,631,000 in the prior year period. Motorized RV sales in the quarter were $126,724,000, up 7% from $118,166,000 in the quarter last year. RV sales in the nine months ended April 30, 2012 were $1,869,850,000 up 11% from $1,686,471,000 in the prior year period. Towable RV sales in the nine months were $1,623,782,000, up 15% from $1,411,882,000 in the nine month period last year. Motorized RV sales in the nine months were $246,068,000, compared with $274,589,000 in the prior year period. Bus segment sales in the quarter ended April 30, 2012 were $119,262,000, up 9% from $109,262,000 in the quarter last year. Bus segment sales in the nine months ended April 30, 2012 were $326,578,000, up 9% from $298,499,000 in the prior year period.
RV income before tax in the third quarter was $59,162,000, compared with $60,035,000 in the quarter last year. Towable RV income before tax in the quarter was $51,050,000, compared with $54,131,000 in the prior year period. Motorized RV income before tax in the quarter was $8,112,000, up 37% from $5,904,000 in the quarter last year. RV income before tax in the nine months was $115,970,000, up 10% from $105,164,000 in the nine month period last year. Towable RV income before tax in the nine months was $104,810,000, up 9% from $96,039,000 in the prior year period. Motorized RV income before tax in the nine months was $11,160,000, up 22% from $9,125,000 in the nine months last year. Bus segment income before tax in the quarter ended April 30, 2012 was $2,828,000, compared with $4,472,000 in the quarter last year, and was $10,693,000 in the nine
months ended April 30, 2012, versus $17,683,000 in the prior year period. Bus segment income before tax includes a gain on involuntary conversion of $1,818,000 in the quarter ended April 30, 2011, and $8,651,000 in the nine month period ended April 30, 2011. Bus results for the current quarter and nine month period were also impacted by higher product liability costs.
Corporate net costs were $771,000 in the quarter ended April 30, 2012 versus $7,189,000 in the quarter last year, and were $9,300,000 in the nine months ended April 30, 2012 versus $24,362,000 in the prior year period. Corporate net costs for the current quarter and nine month period were favorably impacted by lower insurance costs, professional fees and compensation expenses.
Thor has demonstrated solid top line revenue performance in the quarter and nine months ended April 30th, driven by improving RV and bus markets, said Peter B. Orthwein, Thor Chairman & CEO. The RV market continues to show retail sales improvement through May and the bus industry is also on an upward trajectory from last year. While Thors earnings and EPS are somewhat better than last year in both the third quarter and the fiscal year to date, the elevated RV promotional environment has thwarted further margin expansion. We are working diligently to improve our margins, he added.
Thor is the worlds largest manufacturer of recreation vehicles and a major builder of commercial buses and ambulances.
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. 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, fuel prices, lower consumer confidence, the level of discretionary consumer spending, interest rate increases, restrictive lending practices, increased material and component costs, recent management changes, the success of new product introductions, the pace of acquisitions, 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, 2011 and Part II, Item 1A of our Quarterly Report on Form 10-Q for the period ended April 30, 2012. 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.
THOR INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE 3 AND 9 MONTHS ENDED
APRIL 30, 2012 AND 2011
($000 except per share - unaudited)
3 MONTHS ENDED APRIL 30, | 9 MONTHS ENDED APRIL 30, | |||||||||||||||||||||||
2012 | % Net Sales | 2011 | % Net Sales | 2012 | % Net Sales | 2011 | % Net Sales | |||||||||||||||||
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Net sales |
$ | 926,458 | $ | 852,059 | $ | 2,196,428 | $ | 1,984,970 | ||||||||||||||||
Gross profit |
$ | 109,470 | 11.8% | $ | 108,484 | 12.7% | $ | 243,828 | 11.1% | $ | 232,705 | 11.7% | ||||||||||||
Selling, general and administrative |
$ | 46,963 | 5.1% | $ | 50,386 | 5.9% | $ | 121,668 | 5.5% | $ | 136,019 | 6.9% | ||||||||||||
Amortization of intangibles |
$ | 2,756 | 0.3% | $ | 2,734 | 0.3% | $ | 8,380 | 0.4% | $ | 7,298 | 0.4% | ||||||||||||
Impairment of trademarks |
$ | | 0.0% | $ | 1,430 | 0.2% | $ | | 0.0% | $ | 3,466 | 0.2% | ||||||||||||
Interest income (net) |
$ | 835 | 0.1% | $ | 904 | 0.1% | $ | 2,625 | 0.1% | $ | 2,798 | 0.1% | ||||||||||||
Gain on involuntary conversion |
$ | | 0.0% | $ | 1,818 | 0.2% | $ | | 0.0% | $ | 8,651 | 0.4% | ||||||||||||
Other income |
$ | 633 | 0.1% | $ | 662 | 0.1% | $ | 958 | 0.0% | $ | 1,114 | 0.1% | ||||||||||||
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Income before income taxes |
$ | 61,219 | 6.6% | $ | 57,318 | 6.7% | $ | 117,363 | 5.3% | $ | 98,485 | 5.0% | ||||||||||||
Income taxes |
$ | 19,878 | 2.1% | $ | 17,310 | 2.0% | $ | 39,984 | 1.8% | $ | 29,101 | 1.5% | ||||||||||||
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Net income |
$ | 41,341 | 4.5% | $ | 40,008 | 4.7% | $ | 77,379 | 3.5% | $ | 69,384 | 3.5% | ||||||||||||
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E.P.S. - basic |
78 | ¢ | 72 | ¢ | $ | 1.43 | $ | 1.26 | ||||||||||||||||
E.P.S. - diluted |
78 | ¢ | 72 | ¢ | $ | 1.43 | $ | 1.26 | ||||||||||||||||
Weighted avg. common shares outstanding-basic |
52,879,877 | 55,829,122 | 54,162,411 | 55,079,700 | ||||||||||||||||||||
Weighted avg. common shares outstanding-diluted |
52,970,357 | 55,941,389 | 54,212,663 | 55,185,181 |
SUMMARY BALANCE SHEETS - APRIL 30, ($000) (unaudited)
2012 | 2011 | 2012 | 2011 | |||||||||||||||||
Cash and equivalents |
$ | 147,986 | $ | 59,247 | Current liabilities | $ | 345,006 | $ | 290,970 | |||||||||||
Restricted cash |
| 1,000 | Other liabilities | 84,131 | 83,814 | |||||||||||||||
Accounts receivable |
286,474 | 264,892 | Stockholders' equity | 813,817 | 804,718 | |||||||||||||||
Inventories |
200,903 | 223,990 | ||||||||||||||||||
Deferred income tax and other |
47,333 | 46,958 | ||||||||||||||||||
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Total current assets |
682,696 | 596,087 | ||||||||||||||||||
Fixed assets |
163,372 | 166,498 | ||||||||||||||||||
Goodwill |
245,209 | 245,766 | ||||||||||||||||||
Other intangible assets |
116,982 | 128,219 | ||||||||||||||||||
Other assets |
34,695 | 42,932 | ||||||||||||||||||
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Total |
$ | 1,242,954 | $ | 1,179,502 | $ | 1,242,954 | $ | 1,179,502 | ||||||||||||
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