UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended January 31,April 30, 2014.

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from            to            .

COMMISSION FILE NUMBER1-9235

THOR INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

 

  

Delaware

    

93-0768752

 
  

(State or other jurisdiction of

incorporation or organization)

    

(I.R.S. Employer

Identification No.)

 
  

601 E. Beardsley Ave., Elkhart, IN        

    

46514-3305

 
  (Address of principal executive offices)    (Zip Code) 

 

  

(574) 970-7460

  
  (Registrant’s telephone number, including area code)  

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      þ                                                                   No      ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

                                            Yes      þ                                                                   No      ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

  

þ

  Accelerated filer      

¨

Non-accelerated filer

  ¨  (Do not  check if a smaller reporting company)  

Smaller reporting company

  

¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

                                            Yes      ¨                                                                   No      þ

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 2/28/5/31/2014

Common stock, par value

 

$    .10 per share

 53,305,492 shares


PART I –  FINANCIAL INFORMATION

(Unless otherwise indicated, amounts in thousands except share and per share data.)

ITEM 1.    FINANCIAL STATEMENTS

THOR INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

 

ASSETS      January 31, 2014           July 31, 2013           April 30, 2014            July 31, 2013      
Current assets:        

Cash and cash equivalents

    $204,860       $236,601       $120,936       $236,601   

Accounts receivable:

    

Trade, less allowance for doubtful accounts of $148 at 1/31/14 and $157 at 7/31/13

   208,736      230,852   

Other

   18,243      15,527   

Restricted cash

   53,405      –   

Accounts receivable, trade, less allowance for doubtful accounts of $123 and $157, respectively

   359,630      230,852   

Accounts receivable, other

   18,808      15,527   

Inventories

   221,936      153,036      234,388      153,036   

Notes receivable

   1,400      6,426      1,400      6,426   

Prepaid income taxes, expenses and other

   18,853      5,238      5,787      5,238   

Deferred income taxes

   46,596      46,518      48,461      46,518   

Assets held for sale

   5,465      –   

Assets of discontinued operations

   –      136,506      –      136,506   
  

 

   

 

   

 

   

 

 

Total current assets

   720,624      830,704      848,280      830,704   
  

 

   

 

   

 

   

 

 

Property, plant and equipment:

    

Land

   21,279      20,885   

Buildings and improvements

   156,922      150,628   

Machinery and equipment

   77,398      73,478   
  

 

   

 

 

Total cost

   255,599      244,991   

Less accumulated depreciation

   105,475      101,182   
  

 

   

 

 

Net property, plant and equipment

   150,124      143,809   

Property, plant and equipment, net

   148,969      143,809   
  

 

   

 

   

 

   

 

 

Other assets:

        

Goodwill

   253,876      238,103      253,876      238,103   

Amortizable intangible assets

   107,069      97,753      103,968      97,753   

Long-term notes receivable

   8,367      9,766      8,367      9,766   

Other

   8,537      8,133      8,943      8,133   
  

 

   

 

   

 

   

 

 

Total other assets

   377,849      353,755      375,154      353,755   
  

 

   

 

   

 

   

 

 

TOTAL ASSETS

    $1,248,597       $1,328,268       $1,372,403       $1,328,268   
  

 

   

 

   

 

   

 

 

See Notes to the Condensed Consolidated Financial Statements.

 

2


THOR INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Continued)

 

LIABILITIES AND STOCKHOLDERS’ EQUITY      January 31, 2014            July 31, 2013              April 30, 2014            July 31, 2013      

Current liabilities:

        

Accounts payable

    $132,939       $135,040       $170,555       $135,040   

Accrued liabilities:

        

Compensation and related items

   31,217      47,496      53,519      47,496   

Product warranties

   84,134      84,250      86,953      84,250   

Income and other taxes

   8,575      21,350      15,960      21,350   

Promotions and rebates

   16,325      12,580      16,435      12,580   

Product/property liability and related liabilities

   13,300      10,642   

Product, property and related liabilities

   13,234      10,642   

Other

   13,538      15,207      22,940      15,207   

Liabilities of discontinued operations

   –      35,107      –      35,107   
  

 

   

 

   

 

   

 

 

Total current liabilities

   300,028      361,672      379,596      361,672   
  

 

   

 

   

 

   

 

 

Unrecognized income tax benefits

   34,265      41,219      34,550      41,219   

Deferred income taxes, net

   20,866      18,560      20,085      18,560   

Other long-term liabilities

   16,022      14,203      16,769      14,203   
  

 

   

 

   

 

   

 

 

Total long-term liabilities

   71,153      73,982      71,404      73,982   
  

 

   

 

   

 

   

 

 

Contingent liabilities and commitments

   –      –      –      –   

Stockholders’ equity:

        

Preferred stock – authorized 1,000,000 shares; none outstanding

   –      –      –      –   

Common stock – par value of $.10 per share; authorized 250,000,000 shares; issued 62,185,429 shares at 1/31/14 and 62,045,264 at 7/31/13

   6,219      6,205   

Common stock – par value of $.10 per share; authorized 250,000,000 shares; issued 62,185,429 and 62,045,264 shares, respectively

   6,219      6,205   

Additional paid-in capital

   205,355      198,838      206,477      198,838   

Retained earnings

   933,240      953,740      976,105      953,740   

Accumulated other comprehensive loss – unrealized loss on available-for-sale investments

   –      (22)      –      (22)   

Less treasury shares of 8,879,937 at 1/31/14 and 8,858,280 at 7/31/13, at cost

   (267,398)      (266,147)   

Less treasury shares of 8,879,937 at 4/30/14 and 8,858,280 at 7/31/13, at cost

   (267,398)      (266,147)   
  

 

   

 

   

 

   

 

 

Total stockholders’ equity

   877,416      892,614      921,403      892,614   
  

 

   

 

   

 

   

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

    $    1,248,597       $    1,328,268       $1,372,403       $1,328,268   
  

 

   

 

   

 

   

 

 

See Notes to the Condensed Consolidated Financial Statements.

 

3


THOR INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

FOR THE THREE AND SIXNINE MONTHS ENDED JANUARY 31,APRIL 30, 2014 AND 2013 (UNAUDITED)

 

  Three Months Ended January 31,   Six Months Ended January 31,   Three Months Ended April 30,   Nine Months Ended April 30, 
  2014   2013   2014   2013   2014   2013   2014   2013 

Net sales

   $635,330     $636,605     $1,435,293     $1,398,029     $1,046,823     $929,765     $2,482,116     $2,327,794  

Cost of products sold

   565,003     569,087     1,259,783     1,238,208     904,743     805,206     2,164,526     2,043,414  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Gross profit

   70,327     67,518     175,510     159,821     142,080     124,559     317,590     284,380  

Selling, general and administrative expenses

   43,766     41,634     92,107     88,336     56,953     52,571     149,060     140,907  

Amortization of intangible assets

   3,226     2,623     6,064     5,257     3,102     2,601     9,166     7,858  

Impairment charges

   –      –      710     –                710       

Interest income

   391     733     901     1,509     314     572     1,215     2,081  

Interest expense

   2     2     7     5          2     7     7  

Other income, net

   178     466     820     894     409     606     1,229     1,500  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Income from continuing operations before income taxes

   23,902     24,458     78,343     68,626     82,748     70,563     161,091     139,189  

Income taxes

   6,684     5,439     24,731     20,858     27,623     21,850     52,354     42,708  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Net income from continuing operations

   17,218     19,019     53,612     47,768     55,125     48,713     108,737     96,481  

Income (loss) from discontinued operations, net of income taxes

   (1,026)     877     3,688     3,116     (3)     (4,956)     3,685     (1,840)  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Net Income

   $16,192     $19,896     $57,300     $50,884     $55,122     $43,757     $112,422     $94,641  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Weighted average common shares outstanding:

                

Basic

   53,289,626     53,002,106     53,247,315     52,965,286     53,289,864     53,023,277     53,261,186     52,984,192  

Diluted

   53,353,027     53,116,389     53,326,251     53,075,985     53,385,364     53,114,475     53,345,644     53,088,391  

Earnings per common share from continuing operations:

                

Basic

   $0.32     $0.36     $1.01     $0.90     $1.03     $0.92     $2.04     $1.82  

Diluted

   $0.32     $0.36     $1.01     $0.90     $1.03     $0.92     $2.04     $1.82  

Earnings (loss) per common share from discontinued operations:

                

Basic

   $(0.02)     $0.02     $0.07     $0.06     $     $(0.09)     $0.07     $(0.03)  

Diluted

   $(0.02)     $0.01     $0.06     $0.06     $     $(0.10)     $0.07     $(0.04)  

Earnings per common share:

                

Basic

   $0.30     $0.38     $1.08     $0.96     $1.03     $0.83     $2.11     $1.79  

Diluted

   $0.30     $0.37     $1.07     $0.96     $1.03     $0.82     $2.11     $1.78  

Regular dividends paid per common share

   $0.23     $0.18     $0.46     $0.36     $0.23     $0.18     $0.69     $0.54  

Special dividends paid per common share

   $1.00     $1.50     $1.00     $1.50     $     $     $1.00     $1.50  

Net income

   $16,192     $19,896     $57,300     $50,884     $55,122     $43,757     $112,422     $94,641  

Unrealized appreciation on investments, net of tax

   –      16     22     17               22     17  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Comprehensive income

   $16,192     $19,912     $57,322     $50,901     $55,122     $43,757     $112,444     $94,658  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

See Notes to the Condensed Consolidated Financial Statements.

 

4


THOR INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIXNINE MONTHS ENDED JANUARY 31,APRIL 30, 2014 AND 2013 (UNAUDITED)

 

  Six Months Ended January 31,   Nine Months Ended April 30, 
  2014   2013   2014   2013 

Cash flows from operating activities:

        

Net income

  $57,300     $50,884     $112,422     $94,641   

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

        

Depreciation

   6,393      6,892      9,462      10,374   

Amortization of intangibles

   6,128      5,562      9,229      8,357   

Impairment charges

   710      –      710      11,525   

Deferred income tax provision (benefit)

   4,102      (206)      1,456      (7,386)   

Gain on disposal of bus business

   (7,079)      –      (7,079)      –   

Gain on disposition of property, plant and equipment

   (40)      (12)   

Stock-based compensation

   2,648      1,312   

(Gain) loss on disposition of property, plant and equipment

   (194)        

Stock-based compensation expense

   3,943      2,051   

Excess tax benefits from stock-based awards

   (796)      (567)      (796)      (567)   

Changes in assets and liabilities (excluding acquisitions and disposition):

        

Accounts receivable

   30,249      (18,230)      (125,492)      (80,598)   

Inventories

   (67,997)      (47,314)      (79,362)      (58,381)   

Prepaid income taxes, expenses and other

   (14,550)      (9,047)      (1,890)      2,803   

Accounts payable

   (7,159)      22,233      29,401      36,287   

Accrued liabilities

   (22,772)      (8,555)      18,590      29,079   

Other liabilities

   (4,982)      (1,619)      (3,950)      (3,488)   
  

 

   

 

   

 

   

 

 

Net cash provided by (used in) operating activities

   (17,845)      1,333      (33,550)      44,698   
  

 

   

 

   

 

   

 

 

Cash flows from investing activities:

        

Purchases of property, plant and equipment

   (12,671)      (9,908)      (19,431)      (14,711)   

Proceeds from dispositions of property, plant and equipment

   561      188      917      195   

Proceeds from dispositions of investments

   700      400      700      400   

Proceeds from notes receivable

   6,425      7,000      6,425      7,000   

Proceeds from sale of bus business

   100,000      –      105,043      –   

Acquisitions, net of cash acquired

   (33,487)      (10,718)      (33,683)      (10,718)   

Transfer of cash to restricted account

   (53,405)      –   

Other

   340      148      (660)      389   
  

 

   

 

   

 

   

 

 

Net cash provided by (used in) investing activities

   61,868      (12,890)      5,906      (17,445)   
  

 

   

 

   

 

   

 

 

Cash flows from financing activities:

        

Regular cash dividends paid

   (24,510)      (19,069)      (36,767)      (28,614)   

Special cash dividends paid

   (53,290)      (79,525)      (53,290)      (79,525)   

Shares repurchased related to cashless exercises of stock options

   –      (2,009)      –      (2,009)   

Excess tax benefits from stock-based awards

   796      567      796      567   

Proceeds from issuance of common stock

   2,491      1,091      2,491      1,180   

Payments related to vesting of stock-based awards

   (1,251)      –      (1,251)      –   
  

 

   

 

   

 

   

 

 

Net cash used in financing activities

   (75,764)      (98,945)      (88,021)      (108,401)   
  

 

   

 

   

 

   

 

 

Net decrease in cash and cash equivalents

   (31,741)      (110,502)      (115,665)      (81,148)   

Cash and cash equivalents, beginning of period

   236,601      218,642      236,601      218,642   
  

 

   

 

   

 

   

 

 

Cash and cash equivalents, end of period

  $204,860     $108,140     $120,936     $137,494   
  

 

   

 

   

 

   

 

 

Supplemental cash flow information:

        

Income taxes paid

  $54,698     $42,686     $63,204     $49,641   

Interest paid

  $132     $167     $134     $265   

Non-cash transactions:

        

Capital expenditures in accounts payable

  $811     $564     $1,249     $141   

Other accounts receivable from bus business sale

  $5,043     $–   

Other accounts receivable from sale of ambulance net assets

  $–     $12,331   

See Notes to the Condensed Consolidated Financial Statements.

 

5


NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(All dollar amounts presented in thousands except per share data.)

 

1.

Nature of Operations and Accounting Policies

Nature of Operations - Thor Industries, Inc. was founded in 1980 and, through its subsidiaries (the “Company”), manufactures a wide range of recreational vehicles (“RVs”) at various manufacturing facilities located primarily in Indiana and Ohio. These products are sold to independent dealers primarily throughout the United States and Canada. Unless the context otherwise requires or indicates, all references to “Thor”, the “Company”, “we”, “our” and “us” refer to Thor Industries, Inc. and its subsidiaries.

The Company’s core business activities are comprised of two distinct operations, which include the design, manufacture and sale of both towable recreational vehicles and motorized recreational vehicles. Accordingly, the Company has presented segment financial information for these two segments in Note 4 to the Condensed Consolidated Financial Statements. See Note 3, “Discontinued Operations,” in the Notes to the Condensed Consolidated Financial Statements for a description of the Company’s bus operations which were sold during the three months ended October 31, 2013. Accordingly, the accompanying financial statements (including footnote disclosures unless otherwise indicated) reflect these operations as discontinued operations apart from the Company’s continuing recreational vehicle operations.

The July 31, 2013 amounts are derived from the annual audited financial statements. The interim financial statements are unaudited. In the opinion of management, all adjustments (which consist of normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented have been made. These financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2013. Due to seasonality within the recreational vehicle industry, the extrapolated results of operations for the sixnine months ended January 31,April 30, 2014 are not necessarily indicative of the results for the full year.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Key estimates include reserves for inventory, incurred but not reported medical claims, warranty claims, recall liabilities, workers’ compensation claims, vehicle repurchases, uncertain tax positions, product and non-product litigation and fair value determinations made for both intangible assets acquired and asset impairment assessments. The Company bases its estimates on historical experience and on various other assumptions believed to be reasonable under the circumstances. The Company believes that such estimates are made using consistent and appropriate methods. Actual results could differ from these estimates.

Accounting Pronouncements - In April 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-08 (ASU 2014-08) “Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of and Entity.” ASU 2014-08 raises the threshold for a disposal to qualify as a discontinued operation and requires new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. Under the new guidance, the disposal of a component or group of components of a business will be reported as discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. For the Company, ASU 2014-08 is effective for disposals (or classifications as held for sale) of components that first occur after July 31, 2015. Early adoption is permitted but only for disposals that have not been reported in financial statements previously issued. The impact to the Company will depend on future disposals.

 

2.

Acquisitions

Bison Coach

On October 31, 2013, the Company closed on an Asset Purchase Agreement with Bison Coach, LLC for the acquisition of its net operating assets for initial cash consideration of $16,718, subject to adjustment, which was funded entirely from the Company’s cash on hand. The purchase price adjustment, iswhich was based on a final determination of net assets, and is expected to bewas finalized in the third quarter of fiscal 2014.2014 and required an additional cash payment of $196, resulting in total cash consideration of $16,914. As a result of the purchase, the Company formed a new entity, Bison Coach (“Bison”), which operates as an independent operation in the same manner as the Company’s other existing recreational vehicle subsidiaries and is aggregated within the Company’s towable recreational vehicle reportable segment. The Company purchased the net assets of Bison Coach, LLC to supplement its existing product offerings with Bison’s equestrian products with living quarters.

6


The following table summarizes the fair values assigned to the Bison net assets acquired, which are based on internal and independent external valuations:

 

Current assets

    $      3,9954,050  

Property, plant and equipment

   625  

Dealer network

   7,400  

Trademarks

   1,800  

Backlog

   140  

Goodwill

   6,660  

Current liabilities

   (3,902)(3,761)  
  

 

 

 

Total fair value of net assets acquired

    $    16,71816,914  
  

 

 

 

During the fiscal quarter ended January 31, 2014, the preliminary values of the dealer network and the trademarks were decreased by $400 and $200, respectively, and goodwill increased by $600 accordingly, as a result of finalizing the valuations for these intangible assets.

6


On the acquisition date, amortizable intangible assets had a weighted average useful life of 13.3 years. The dealer network was valued based on the Discounted Cash Flow Method and will be amortized on an accelerated cash flow basis over 12 years. The trademarks were valued on the Relief from Royalty Method and will be amortized on a straight line basis over 20 years. Backlog was valued based on the Discounted Cash Flow Method and was amortized on a straight line basis over 6 weeks. Goodwill is deductible for tax purposes.

Livin’ Lite RV, Inc.

On August 30, 2013, the Company closed on an Asset Purchase Agreement with Livin’ Lite Corp. for the acquisition of its net operating assets for aggregate cash consideration of $16,769, net of cash acquired, which was funded entirely from the Company’s cash on hand. As a result of the purchase, the Company formed a new entity, Livin’ Lite RV, Inc. (“Livin’ Lite”), which continues to operate as an independent operation in the same manner as the Company’s existing recreational vehicle subsidiaries and is aggregated within the Company’s towable recreational vehicle reportable segment. The Company purchased the Livin’ Lite Corp. operating assets to expand its recreational vehicle market share and complement its existing brands with Livin’ Lite’s advanced lightweight product offerings.

The following table summarizes the fair values assigned to the Livin’ Lite net assets acquired, which are based on internal and independent external valuations:

 

Cash

    $        247  

Other current assets

   3,626  

Property, plant and equipment

   137  

Dealer network

   3,200  

Trademarks

   1,500  

Design technology assets

   1,100  

Non-compete agreements

   130  

Backlog

   110  

Goodwill

   9,113  

Current liabilities

   (2,147)  
  

 

 

 

Total fair value of net assets acquired

   17,016  

Less cash acquired

   (247)  
  

 

 

 

Total cash paid for acquisition, less cash acquired

    $    16,769  
  

 

 

 

On the acquisition date, amortizable intangible assets had a weighted average useful life of 10.2 years. The dealer network was valued based on the Discounted Cash Flow Method and will be amortized on an accelerated cash flow basis over 8 years. The trademarks were valued on the Relief from Royalty Method and will be amortized on a straight line basis over 20 years. The design technology assets were valued on the Relief from Royalty Method and will be amortized on a straight line basis over 5 years. The non-compete agreements and backlog were both valued based on the Discounted Cash Flow Method and will be amortized on a straight line basis over 2 years and 6 weeks, respectively. Goodwill is deductible for tax purposes.

Other Acquisitions

On December 20, 2012, the Company acquired the Federal Coach (“Federal Coach”) bus operation assets from Forest River, Inc. for cash consideration of $6,804. The fair value of the net assets acquired included inventory of $804, property and equipment of $630, certain liabilities of $225, goodwill of $4,495, and amortizable intangible assets consisting of trademarks of $670, dealer network of $410 and backlog of $20. The Federal Coach bus operation assets were utilized at the Champion Bus facility to produce buses under the Federal Coach name. The related assets and liabilities were sold as of October 20, 2013 and the results of operations since acquisition are included in discontinued operations as discussed in Note 3 to the Condensed Consolidated Financial Statements.

7


On October 3, 2012, the Company closed on an Asset Purchase Agreement with Krystal Infinity, LLC dba Krystal Enterprises (“Krystal”) for the acquisition of Krystal’s bus operation assets for cash consideration of $3,914. The fair value of the net assets acquired included inventory of $915, property and equipment of $331, goodwill of $768 and amortizable intangible assets consisting of trademarks of $1,000 and dealer network of $900. The Krystal bus operation assets were utilized at the ElDorado Kansas facility to produce buses under the Krystal name. The related assets and liabilities were sold as of October 20, 2013 and the results of operations since acquisition are included in discontinued operations as discussed in Note 3 to the Condensed Consolidated Financial Statements.

 

3.

Discontinued Operations

On July 31, 2013, the Company entered into a Stock Purchase Agreement (“ASV SPA”) to sell its bus business to Allied Specialty Vehicles, Inc. (“ASV”) for cash of $100,000, subject to closing adjustments for changes in the net assets to be sold from April 30, 2013 to the closing date. The Company’s bus business, which manufactured and sold transit and shuttle buses, included the operations of Champion Bus Inc., General Coach America, Inc., Goshen Coach, Inc., ElDorado National Kansas, Inc. and ElDorado National California, Inc. This divestiture will allow the Company to focus on the strategic development and growth of its core recreational vehicle business.

7


The sale was completed as of October 20, 2013 and the Company received $100,000 on October 21, 2013. Under the terms of the ASV SPA, the total cash consideration to be received was subject to adjustment based on changes in the carrying value of the net assets of the bus business between April 30, 2013 and October 20, 2013. The amount of the final net asset adjustment was determined through the completion of a post-close audit during the second quarter of fiscal 2014. Based on the final agreed-upon carrying value of the bus business net assets sold as of October 20, 2013, an additional $5,043 is duewas collected from ASV on February 19, 2014, representing the increase in bus net assets since April 30, 2013. The $5,043 is reflected in other accounts receivable as of January 31, 2014 inAs a result, final cash consideration received for the Condensed Consolidated Balance Sheets and was received subsequent to that date. During the second quarter of fiscal 2014, the Company also received the $2,323 of bus cash which was transferred to ASV at the timesale of the close of the sale and was reflected in other accounts receivable as of October 31, 2013.bus business totaled $105,043.

The Company has recorded a pre-tax gain of $7,079 as a result of the sale. This amount includes a $746 unfavorable adjustment recorded during the second quarter of fiscal 2014 based on the completion of the post-close audit. The results of operations for the bus business, including the gain on the sale of the bus business, have been reported as discontinued operations in the Condensed Consolidated Statements of Income and Comprehensive Income for all periods presented.

In the third quarter of fiscal 2013, the Company determined that it was more likely than not that certain long-lived assets associated with the Company’s ambulance product line 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 $4,715 related to certain amortizable intangible assets was recorded.

In the third quarter of fiscal 2013, prior to the annual impairment assessment, the Company also performed an interim goodwill impairment assessment relative to the goodwill associated with the reporting unit that included the ambulance product line. Based on the assessment, the Company determined that the fair value of this reporting unit was less than the carrying value and therefore performed the second step of the goodwill impairment assessment, which requires estimating the fair values of the reporting unit’s net identifiable assets and calculating the implied fair value of goodwill. The fair value of this reporting unit was determined by a discounted cash flow model and market approach, consistent with its last annual impairment assessment. The implied fair value of goodwill was determined to be zero and, therefore, recorded goodwill was impaired and a non-cash impairment charge of $6,810 was recognized in the third quarter of fiscal year 2013. The goodwill impairment was primarily a result of lower forecasted margins and increased working capital requirements within this reporting unit.

The non-cash impairment charges for amortizable intangible assets and goodwill discussed above totaled $11,525 for the third quarter of fiscal 2013 and are included in discontinued operations in the Condensed Consolidated Statements of Income and Comprehensive Income.

The asset fair values utilized in the impairment assessments described above were determined using Level 3 inputs as defined by ASC 820.

On April 30, 2013, the Company sold the assets held and used in the conduct of its ambulance product line (excluding the plant utilized in ambulance production and certain other excluded assets) for a final price of $12,051. There was no gain or loss recognized on the sale. Discontinued operations for fiscal 2013 include the results of the ambulance product line.

8


The following table summarizes the results of discontinued operations:

 

  Three Months Ended
January  31,
   Six Months Ended
January 31,
   Three Months Ended
April 30,
   Nine Months Ended
April 30,
 
Discontinued Operations:  2014   2013   2014   2013   2014   2013   2014   2013 

Net sales

      $    –        $    104,995        $    83,903        $    219,183        $    –        $    119,436        $    83,903        $    338,619  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Operating income (loss) of discontinued operations

      $    (1,131)        $1,073        $(4,564)        $4,516        $    (716)        $3,587        $(5,280)        $8,103  

Pre-tax gain (loss) on disposal of discontinued business

   (746)          7,079       

Pre-tax gain on disposal of discontinued business

             7,079       

Impairment charges

        11,525          11,525  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Income (loss) before income taxes

   (1,877)     1,073     2,515     4,516     (716)     (7,938)     1,799     (3,422)  

Income tax expense (benefit)

   (851)     196     (1,173)     1,400  

Income tax benefit

   (713)     (2,982)     (1,886)     (1,582)  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Income (loss) from discontinued operations, net of taxes

      $(1,026)        $877        $3,688        $3,116        $(3)        $(4,956)        $3,685        $(1,840)  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Operating income (loss) of discontinued operations during the three months ended January 31,April 30, 2014 reflects expenses incurred directly related to the former bus operations, including adjustmentsexpenses related to liabilities retained by the Company under the ASV SPA for bus product liability and worker’s compensation claims occurring prior to the closing date of the sale.

As a result of the sale of the bus business, and in accordance with the ASV SPA, the Company is no longer the primary obligor to the taxing authorities for bus operations in certain states. As a result, the Company eliminated the reserves associated with certain uncertain tax positions resulting in a net tax benefit of $1,883 which is reflected within discontinued operations.operations for the nine months ended April 30, 2014. Under the terms of the sale, the Company has agreed to indemnify ASV for any claims made by the taxing authorities after the date of sale for these uncertain tax positions but does not expect future losses under this guarantee to be material. The effective tax rate for the three months ended April 30, 2014 was favorably impacted primarily by tax return to provision adjustments and the settlement of certain uncertain tax benefits.

8


The following is a summary of the assets and liabilities of discontinued operations, excluding cash, which were held for sale as of July 31, 2013:

 

Accounts and other receivable, net

    $29,894  

Inventories, net of LIFO reserve of $9,683

   61,800  

Property, plant and equipment, cost

   50,985  

Accumulated depreciation, property, plant and equipment

   (21,422)  

Goodwill

   5,559  

Other intangibles, net

   3,743  

Deferred income taxes and other assets

   2,540  

Deferred compensation plan assets

   3,407  
  

 

 

 

Assets of discontinued operations

    $    136,506  
  

 

 

 

Accounts payable

    $23,427  

Accrued compensation and related items

   3,130  

Product warranties

   3,891  

Deferred income taxes and other liabilities

   1,252  

Deferred compensation plan liabilities

   3,407  
  

 

 

 

Liabilities of discontinued operations

    $35,107  
  

 

 

 

In accordance with the ASV SPA, the Company will retain the costs and liabilities associated with the bus business product liability and worker’s compensation claims for any occurrence prior to the closing date of the sale. Therefore, these reserves, and any related ongoing legal fees, are not included in the liabilities of discontinued operations on the Condensed Consolidated Balance Sheet as of July 31, 2013.

 

9


4.

Business Segments

The Company has two reportable segments: (1) towable recreational vehicles and (2) motorized recreational vehicles. The towabletowables recreational vehicle reportable segment consists of the following operating segments that have been aggregated: Airstream (towable), CrossRoads, Keystone (including Dutchmen, which was merged into Keystone during the second quarter of fiscal 2014), Heartland, Livin’ Lite and Bison. The motorized recreational vehicle reportable segment consists of the following operating segments that have been aggregated: Airstream (motorized) and Thor Motor Coach.

All manufacturing is conducted in the United States. Identifiable assets are those assets used in the operation of each reportable segment. Corporate assets primarily consist of cash and cash equivalents, restricted cash and deferred income tax assets.

 

  Three Months Ended
January 31,
   Six Months Ended
January 31,
   Three Months Ended
April 30,
   Nine Months Ended
April 30,
 
  2014   2013   2014   2013   2014   2013   2014   2013 

Net sales:

                

Recreational vehicles:

                

Towables

      $    472,474        $    522,838        $    1,095,327        $    1,162,020        $    800,737        $    742,429        $    1,896,064        $    1,904,449  

Motorized

   162,856     113,767     339,966     236,009     246,086     187,336     586,052     423,345  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

      $    635,330        $    636,605        $    1,435,293        $    1,398,029        $    1,046,823        $    929,765        $    2,482,116        $    2,327,794  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
  Three Months Ended
January 31,
   Six Months Ended
January 31,
   Three Months Ended
April 30,
   Nine Months Ended
April 30,
 
  2014   2013   2014   2013   2014   2013   2014   2013 

Income (loss) from continuing operations before income taxes:

                

Recreational vehicles:

                

Towables

      $18,915        $24,085        $64,539        $66,795        $72,572        $62,540        $137,111        $129,335  

Motorized

   11,193     6,883     24,636     15,321     17,669     15,082     42,305     30,403  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total recreational vehicles

   30,108     30,968     89,175     82,116     90,241     77,622     179,416     159,738  

Corporate

   (6,206)     (6,510)     (10,832)     (13,490)     (7,493)     (7,059)     (18,325)     (20,549)  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

      $23,902        $24,458        $78,343        $68,626        $82,748        $70,563        $161,091        $139,189  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

9


   January 31, 2014   July 31, 2013 

Identifiable assets:

    

Recreational vehicles:

    

Towables

      $777,549        $759,658  

Motorized

   175,213     126,123  
  

 

 

   

 

 

 

Total recreational vehicles

   952,762     885,781  

Corporate

   295,835     305,981  

Assets of discontinued operations

        136,506  
  

 

 

   

 

 

 

Total

      $1,248,597        $1,328,268  
  

 

 

   

 

 

 

5. Earnings Per Common Share

 

   Three Months Ended
January 31,
   Six Months Ended
January 31,
 
   2014   2013   2014   2013 

Weighted average common shares outstanding for basic earnings per share

   53,289,626     53,002,106     53,247,315     52,965,286  

Stock options and unvested restricted stock and restricted stock units

   63,401     114,283     78,936     110,699  
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average common shares outstanding for diluted earnings per share

   53,353,027     53,116,389     53,326,251     53,075,985  
  

 

 

   

 

 

   

 

 

   

 

 

 
Total assets:  April 30, 2014   July 31, 2013 

Recreational vehicles:

    

Towables

      $910,674        $759,658  

Motorized

   218,651     126,123  
  

 

 

   

 

 

 

Total recreational vehicles

   1,129,325     885,781  

Corporate

   243,078     305,981  

Assets of discontinued operations

        136,506  
  

 

 

   

 

 

 

Total

      $1,372,403        $1,328,268  
  

 

 

   

 

 

 

5.

Earnings Per Common Share

   Three Months Ended
April 30,
   Nine Months Ended
April 30,
 
   2014   2013   2014   2013 

Weighted average common shares outstanding for basic earnings per share

   53,289,864     53,023,277     53,261,186     52,984,192  

Stock options and unvested restricted stock and restricted stock units

   95,500     91,198     84,458     104,199  
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average common shares outstanding for diluted earnings per share

   53,385,364     53,114,475     53,345,644     53,088,391  
  

 

 

   

 

 

   

 

 

   

 

 

 

The Company excludes stock options and unvested restricted stock and restricted stock units that have an antidilutive effect from its calculation of weighted average shares outstanding assuming dilution. At January 31,April 30, 2014 and 2013, the Company had 12,06420,318 and 13,506,36,264, respectively, of antidilutive stock options and unvested restricted stock and restricted stock units outstanding which were excluded from this calculation.

 

10


6.

Inventories

Major classifications of inventories are:

 

    January 31, 2014       July 31, 2013       April 30, 2014       July 31, 2013   

Raw materials

    $114,780      $99,154      $121,535      $99,154  

Chassis

   42,532     34,108     50,804     34,108  

Work in process

   50,936     36,188     53,486     36,188  

Finished goods

   40,440     9,888     35,885     9,888  
  

 

   

 

   

 

   

 

 

Total

   248,688     179,338     261,710     179,338  

Excess of FIFO costs over LIFO costs

   (26,752)     (26,302)     (27,322)     (26,302)  
  

 

   

 

   

 

   

 

 

Total inventories

    $221,936      $153,036      $234,388      $153,036  
  

 

   

 

   

 

   

 

 

Of the $248,688$261,710 and $179,338 of inventory at January 31,April 30, 2014 and July 31, 2013, all but $27,102$27,096 and $15,335, respectively, at certain subsidiaries were valued on a last-in, first-out basis. The $27,102$27,096 and $15,335 of inventory were valued on a first-in, first-out method.

 

7.

Property, Plant and Equipment

Property, plant and equipment is stated at cost, net of accumulated depreciation, and consists of the following:

     April 30, 2014       July 31, 2013   

Land

    $19,896      $20,885  

Buildings and improvements

   155,315     150,628  

Machinery and equipment

   79,764     73,478  
  

 

 

   

 

 

 

Total cost

   254,975     244,991  

Less accumulated depreciation

   106,006     101,182  
  

 

 

   

 

 

 

Net property, plant and equipment

    $148,969      $143,809  
  

 

 

   

 

 

 

The Company anticipates selling a towable RV facility located in the western United States in the fourth quarter of fiscal 2014. Land of $2,312 and net buildings and improvements of $3,153, or a total net value of $5,465 related to this facility, have been classified as assets held for sale in the Condensed Consolidated Balance Sheet. The final sale is expected to result in a gain. RV production from this facility has already been consolidated into another Company complex in the same region.

During the first quarter of fiscal 2014, the Company determined it was more likely than not that certain long-lived assets, consisting of certain RV facilities, would be sold or altered before the end of their previously estimated useful life. Therefore, the Company performed impairment assessments over these facilities using Level 3 inputs as defined by ASC 820 to determine whether an impairment exists. As a result of these assessments, a non-cash impairment charge of $710 was recognized in the quarter ended October 31, 2013.

8.

Intangible Assets Goodwill and Long-Lived AssetsGoodwill

The components of amortizable intangible assets are as follows:

 

  

Weighted Average

Remaining Life

  January 31, 2014   July 31, 2013   Weighted Average
Remaining Life
  April 30, 2014   July 31, 2013 
  in Years at
January 31, 2014
  Cost   Accumulated
Amortization
   Cost   Accumulated
Amortization
   in Years at
April 30, 2014
  Cost   Accumulated
Amortization
   Cost   Accumulated
Amortization
 

Dealer networks

    9      $77,600        $22,873        $67,000        $19,121      9      $77,600        $24,917        $67,000        $19,121  

Non-compete agreements

    2   4,260     2,815     4,130     2,375      1   4,260     3,037     4,130     2,375  

Trademarks

  21   38,342     4,612     35,042     3,843    21   38,342     5,011     35,042     3,843  

Design technology and other
intangibles

  11   22,650     5,483     21,300     4,380    11   22,650     5,919     21,300     4,380  
    

 

   

 

   

 

   

 

     

 

   

 

   

 

   

 

 

Total amortizable intangible assets

        $142,852        $35,783        $127,472        $29,719          $142,852        $38,884        $127,472        $29,719  
    

 

   

 

   

 

   

 

     

 

   

 

   

 

   

 

 

10


Dealer networks are being amortized on an accelerated cash flow basis. Non-compete agreements, trademarks, and design technology and other intangibles are amortized on a straight-line basis. The increase in amortizable intangible assets since July 31, 2013 is related to the acquisitions of Livin’ Lite and Bison, as more fully described in Note 2 to the Condensed Consolidated Financial Statements.

11


Estimated annual amortization expense is as follows:

 

For the fiscal year ending July 31, 2014

  $  12,267  

For the fiscal year ending July 31, 2015

   12,102  

For the fiscal year ending July 31, 2016

   10,760  

For the fiscal year ending July 31, 2017

   10,31410,134  

For the fiscal year ending July 31, 2018

   9,687  

For the fiscal year ending July 31, 2019

9,021

For the fiscal year ending July 31, 2020 and thereafter

   58,00349,163  
  

 

 

 
  $  113,133113,134  
  

 

 

 

The change in carrying value in goodwill from July 31, 2013 to January 31,April 30, 2014 is as follows:

 

   Goodwill 

Balance at July 31, 2013

  $  238,103  

Acquisitions of towables businesses

   15,773  
  

 

 

 

Balance at January 31,April 30, 2014

  $  253,876  
  

 

 

 

All of the goodwill resides in the towables recreational vehicle segment.

Goodwill is not subject to amortization, but instead is reviewed for impairment by applying a fair-value based test to the Company’s reporting units on an annual basis as of April 30, or more frequently if events or circumstances indicate a potential impairment. The Company’s reporting units are the same as its operating segments, which are identified in Note 4 to the Condensed Consolidated Financial Statements. Fair values are generally determined by a discounted cash flow model and a market approach, when appropriate.model. These estimates are subject to significant management judgment including the determination of many factors such as sales growth rates, gross margin patterns, cost growth rates, comparable companies, terminal value assumptions and discount rates and therefore largely represent Level 3 inputs as defined by ASC 820. Changes in these estimates can have a significant impact on the determination of cash flows and fair value and could potentially result in future material impairments.

During the first quarterManagement engages an independent valuation firm to assist in its impairment assessments. The Company completed its impairment review as of fiscalApril 30, 2014 the Company determined itand no impairment of goodwill was more likely than not that certain long-lived assets, consisting of certain RV facilities, will be sold or altered before the end of their previously estimated useful life. Therefore, the Company performed impairment assessments over these facilities using Level 3 inputs as defined by ASC 820 to determine whether an impairment exists. As a result of these assessments, a non-cash impairment charge of $710 was recognized in the quarter ended October 31, 2013.identified.

 

8.9.

Concentration of Risk

One dealer, FreedomRoads, LLC (“FreedomRoads”), accounted for 16% of the Company’s continuing consolidated net sales for both the sixnine months ended January 31,April 30, 2014 and the sixnine months ended January 31,April 30, 2013. This dealer also accounted for 25%19% of the Company’s consolidated trade accounts receivable at January 31,April 30, 2014 and 24% at July 31, 2013. The loss of this dealer could have a significant effect on the Company’s business.

 

9.10.

Loan Transactions and Related Notes Receivable

In January 2009, we entered into two credit agreements, for $10,000 each, with Stephen Adams, in his individual capacity, and Stephen Adams and his successors, as trustee under the Stephen Adams Living Trust (the “Trust” and, together with each of the foregoing persons, the “January 2009 Loan Borrowers”). The final principal and interest payments on the first agreement were received in the second quarter of fiscal 2014 and the final principal and interest payments on the second agreement were received in fiscal 2012.

In December 2009, we entered into a $10,000 credit agreement with Marcus Lemonis, Stephen Adams, in his individual capacity, and Stephen Adams and his successors, as trustee under the Trust (collectively, the “December 2009 Loan Borrowers”), and later modified in December 2012, pursuant to which $7,400 of original principal is outstanding as of January 31,April 30, 2014 with the final payment due on August 30, 2015. All payments of principal and interest due to date have been paid in full.

The January 2009 and December 2009 Loan Borrowers own, directly or indirectly, a controlling interest in FreedomRoads Holding Company, LLC, the parent company of FreedomRoads, LLC, the Company’s largest dealer.

 

1112


10.11.

Investments and Fair Value Measurements

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (i.e., an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following:

Level 1 - Quoted prices in active markets for identical assets or liabilities.

Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The only Company investments or liabilities carried at fair value in the financial statements are its investments in auction rate securities (“ARS”) – measured with Level 3 inputs, and in other securities (primarily in mutual funds) held for the benefit of certain employees of the Company as part of a deferred compensation plan - measured with Level 1 inputs. ARS balances of $0 and $666 and deferred compensation plan asset balances of $8,205$8,462 and $7,000 (excluding $3,407 at July 31, 2013 related to discontinued operations) were recorded as of January 31,April 30, 2014 and July 31, 2013, respectively, as components of other assets in the Condensed Consolidated Balance Sheets. An equal and offsetting accrued liability was also recorded in regards to the deferred compensation plan as a component of other long-term liabilities in the Condensed Consolidated Balance Sheets. Changes in the fair value of the plan assets and the related deferred liability are both reflected in the Condensed Consolidated Statements of Income and Comprehensive Income.

The following table provides a reconciliation of the beginning and ending balance for the assets measured at fair value using significant unobservable inputs (Level 3 financial assets):

 

   Fair Value Measurements at
Reporting Date Using
Significant Unobservable
Inputs

(Level 3)
 

Balance at July 31, 2013

      $666  

Net change in other comprehensive income

   34  

Sales

   (700)  
  

 

 

 

Balance at January 31,April 30, 2014

      $–   
  

 

 

 

 

11.12.

Product Warranties

The Company generally provides retail customers of its products with a one-year warranty covering defects in material or workmanship, with longer warranties of up to five years on certain structural components. The Company records a liability based on its best estimate of the amounts necessary to settle future and existing claims on products sold as of the balance sheet date. Factors used in estimating the warranty liability include a history of units sold, existing dealer inventory, average cost incurred and a profile of the distribution of warranty expenditures over the warranty period. Management believes that the warranty reserves are adequate. However, actual claims incurred could differ from estimates, requiring adjustments to the reserves. Warranty reserves are reviewed and adjusted as necessary on at least a quarterly basis.

12


Changes in our product warranty reserves for continuing operations are as follows:

 

  Three Months Ended
January 31,
   Six Months Ended
January 31,
   Three Months Ended
April 30,
   Nine Months Ended
April 30,
 
  2014   2013   2014   2013   2014   2013   2014   2013 

Beginning balance

      $      86,530         $    74,191         $    84,250     $    69,604         $      84,134         $    75,031         $    84,250     $    69,604   

Provision

   18,701      19,588      41,193      42,945      24,383      23,281      65,576      66,226   

Payments

   (21,097)      (18,748)      (41,918)      (37,518)      (21,564)      (18,370)      (63,482)      (55,888)   

Acquisitions

   –      –      609      –      –      –      609      –   
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Ending balance

      $84,134         $75,031         $84,134     $75,031         $86,953         $79,942         $86,953     $79,942   
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

 

13


12.13.

Provision for Income Taxes

The objectives of accounting for income taxes are to recognize the amount of taxes payable or refundable for the current period and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. Judgment is required in assessing the future tax consequences of events that have been recognized in our financial statements or tax returns. Fluctuations in the actual outcome of these tax consequences could materially impact our financial position or results of operations.

The Company recognizes liabilities for uncertain tax positions based on a two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step requires the Company to estimate and measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. It is inherently difficult and subjective to estimate such amounts, as the probability of various possible outcomes must be determined. These uncertain tax positions are re-evaluated on a quarterly basis. This evaluation is based on factors including, but not limited to, changes in facts or circumstances, changes in tax law, effectively settled issues under audit and new audit activity. Such a change in recognition or measurement would result in the recognition of a tax benefit or an additional charge to the tax provision.

The overall effective income tax rate for the three months ended April 30, 2014 was 33.4% compared with 31.0% for the three months ended April 30, 2013. The primary reason for the increase in the effective income tax rate was the larger amount of uncertain tax benefits that favorably settled during the three months ended April 30, 2013 as compared to the three months ended April 30, 2014.

The overall effective income tax rate for the nine months ended April 30, 2014 was 32.5% compared with 30.7% for the nine months ended April 30, 2013. The primary reason for the increase in the effective income tax rate was the retroactive reinstatement of the Federal research and development credit and other credits and the larger amount of uncertain tax benefits that favorably settled during the nine months ended April 30, 2013 as compared to the nine months ended April 30, 2014.

It is the Company’s policy to recognize interest and penalties accrued relative to unrecognized tax benefits in income tax expense. For the sixnine months ended January 31,April 30, 2014, the Company released $5,683$6,443 of gross uncertain tax positions and related interest and penalties recorded at July 31, 2013 related to the effective settlement of uncertain tax positions and statute of limitation expirations, which resulted in a net income tax benefit of $2,632.$3,326. The Company accrued $586$868 in interest and penalties related to the remaining uncertain tax positions recorded at July 31, 2013. For the three months ended January 31,April 30, 2014, the Company released $4,041$760 of gross uncertain tax positions and related interest and penalties recorded at July 31, 2013 related to the effective settlement of uncertain tax positions and statute of limitation expirations, which resulted in a net income tax benefit of $1,624, and$694. In addition, the Company accrued $291$281 in interest and penalties.

The overall effective income tax rate forpenalties related to the three months ended January 31, 2014 was 28.0% compared with 22.2% for the three months ended January 31, 2013. The overall effective income tax rate for the six months ended January 31, 2014 was 31.6% compared with 30.4% for the six months ended January 31, 2013. The primary reason for the increase in the overall effective income tax rates for the three months and six months ended January 31, 2014 was the retroactive reinstatement of the Federal research and development credit and other credits that occurred during the fiscal 2013 periods. In addition, the effective income tax rates for both the fiscal 2013 and 2014 periods were favorably impacted from the settlement of certainremaining uncertain tax benefits.positions recorded at July 31, 2013.

The Company anticipates a decrease of $3,660$3,262 in unrecognized tax benefits, and $895$798 in accrued interest and penalties related to these unrecognized tax benefits, within the next 12 months from expected settlements or payments of uncertain tax positions and lapses of the applicable statutes of limitations. In addition, the Company is currently in the process of pursuing a variety of settlement alternatives with taxing authorities. It is reasonably possible that some of these settlements could be finalized in the next 12 months. If these settlements are finalized within the next 12 months, the gross unrecognized tax benefits may decrease between $900 and $6,500$6,300 and related accrued interest and penalties may decrease between $400 and $3,800. It is reasonably possible that some of these settlements will result in cash payments by the Company. Actual results may differ materially from these estimates.

13


Generally, fiscal years 2010, 20112012 and 20122013 remain open for federal income tax purposes and fiscal years 2011, 2012 and 2013 remain open for state and foreign income tax purposes. The Company and its subsidiaries file a consolidated U.S. federal income tax return and multiple state income tax returns. The federal returns are subject to examination by taxing authorities for all years after fiscal 2009. TheDuring the three months ended April 30, 2014, the Company is currently underfinalized its IRS audit for fiscal year 2011. The Company is also being audited by the state of California for tax years ended July 31, 2007 and July 31, 2008 and by the state of Indiana for tax years ended July 31, 2008, 2009 and 2010. The Company believes it has adequately reserved for its exposure to additional payments for uncertain tax positions related to its federal, California and Indiana income tax audits in its liability for unrecognized tax benefits.

 

14


13.14.

Contingent Liabilities and Commitments

The Company is contingently liable under terms of repurchase agreements with financial institutions providing inventory financing for certain dealers of certain of its products. These arrangements, which are customary in the industry, provide for the repurchase of products sold to dealers in the event of default by the dealer on the agreement to pay the financial institution. The repurchase price is generally determined by the original sales price of the product and pre-defined curtailment arrangements. The Company typically resells the repurchased product at a discount from its repurchase price. The risk of loss from these agreements is spread over numerous dealers. In addition to the guarantee under these repurchase agreements, we may also be required to repurchase inventory relative to dealer terminations in certain states in accordance with state laws or regulatory requirements. The repurchase activity related to dealer terminations in certain states has been insignificant in relation to our repurchase obligation with financial institutions.

The Company’s total commercial commitment under standby repurchase obligations on dealer inventory financing at January 31,April 30, 2014 is $1,165,309.$1,246,754. The commitment term is primarily up to eighteen months.

The Company accounts for the guarantee under repurchase agreements of dealers’ financing by deferring a portion of the related product sale that represents the estimated fair value of the guarantee at inception. The estimated fair value takes into account an estimate of the losses that may be incurred upon resale of any repurchases. This estimate is based on recent historical experience supplemented by the Company’s assessment of current economic and other conditions affecting its dealers. This deferred amount is included in the repurchase and guarantee reserve balances of $4,177$3,878 and $3,778 as of January 31,April 30, 2014 and July 31, 2013, respectively, which are included in other current liabilities on the Condensed Consolidated Balance Sheets.

The table below reflects losses incurred under repurchase agreements in the periods noted. The Company believes that any future losses under these agreements will not have a significant effect on the Company’s consolidated financial position, results of operations or cash flows.

 

  Three Months Ended
January  31,
   Six Months Ended
January 31,
   Three Months Ended
April 30,
   Nine Months Ended
April 30,
 
  2014   2013   2014   2013   2014   2013   2014   2013 

Cost of units repurchased

      $      326        $      1,526        $      449        $      2,128        $      598        $      3,650        $      1,047        $      5,778  

Realization of units resold

   289     1,264     390     1,769     526     3,290     916     5,059  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Losses due to repurchase

      $37        $262        $59        $359        $72        $360        $131        $719  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Legal Matters

The Company is involved in certain litigation arising out of its operations in the normal course of its business, most of which is based upon state “lemon laws”, warranty claims and vehicle accidents (for which the Company carries insurance above a specified self-insured retention or deductible amount). The outcomes of legal proceedings and claims brought against the Company are subject to significant uncertainty. There is significant judgment required in assessing both the probability of an adverse outcome and the determination as to whether an exposure can be reasonably estimated. In management’s opinion, the ultimate disposition of any current legal proceedings or claims against the Company will not have a material effect on the Company’s financial condition, operating results or cash flows, except that an adverse outcome in a significant litigation matter could have a material effect on the operating results of a particular reporting period.

 

14


14.15.

Stockholders’ Equity

Stock-Based Compensation

During fiscal 2013, the Compensation and Development Committee of the Board (“the Committee”) approved a program to award restricted stock units to certain employees at the operating subsidiary and corporate levels. The first awards under this program were granted in the first quarter of fiscal 2013 related to fiscal 2012 performance. The Committee approved additional awards that were granted in fiscal 2014 related to fiscal year 2013 performance. The employee restricted stock units vest, and shares of common stock will be issued, in equal installments on the first, second and third anniversaries of the date of grant. In fiscal 2013 and again in fiscal 2014, the Nominating and Governance Committee of the Board awarded restricted stock units to Board members that will vest, and shares of common stock will be issued, on the first anniversary of the date of the grant. Total expense recognized in the sixnine months ended January 31,April 30, 2014 and January 31,April 30, 2013 for restricted stock unit awards and other stock based compensation was $2,648$3,943 and $1,312,$2,051, respectively, which included $480 and $104,$156, respectively, related to discontinued operations.

15


For the restricted stock units that vested during the sixnine months ended January 31,April 30, 2014, a certain portion of the vested shares awarded were withheld to cover the recipients’ estimated withholding taxes, which was then paid by the Company on their behalf. Total taxTax payments made by the Company related to stock-based awards totaled $1,251 during the period.nine months ended April 30, 2014.

Retained Earnings

The components of the change in retained earnings are as follows:

 

Balance as of July 31, 2013

  $    953,740    $     953,740  

Net income

   57,300     112,422  

Dividends paid

   (77,800   (90,057
  

 

   

 

 

Balance as of January 31, 2014

  $933,240  

Balance as of April 30, 2014

  $976,105  
  

 

   

 

 

The dividends paid total of $77,800$90,057 includes regular quarterly $0.23 per share dividends in each of the first twothree quarters of fiscal 2014 for a combined total of $24,510,$36,767, and a special $1.00 per share dividend paid in November 2013 of $53,290.

16.

Subsequent Event

On May 1, 2014, the Company closed on a Stock Purchase Agreement (“KZ SPA”) for the acquisition of all the outstanding capital stock of towable recreational vehicle manufacturer K.Z., Inc. (“KZ”) for initial cash consideration of $53,405, subject to adjustments, which was funded entirely from the Company’s cash on hand. The purchase price adjustment will be based on a final determination of actual net working capital as of the closing date, and is expected to occur no later than early fiscal 2015. In connection with the KZ SPA, the $53,405 initial cash consideration was deposited in an escrow account on the April 16, 2014 KZ SPA signing date and was subsequently disbursed on the May 1, 2014 closing date. This $53,405 has been reflected as restricted cash in the Condensed Consolidated Balance Sheet at April 30, 2014. The Company purchased KZ to expand its towable recreational vehicle market share and supplement its existing towable RV product offerings and dealer base.

The following table summarizes our preliminary approximation of the fair value of the net assets acquired:

Accounts receivable

  $     13,500  

Inventories

   14,500  

Property, plant and equipment

   14,000  

Other assets

   500  

Goodwill and intangible assets

   23,905  

Current liabilities

   (13,000)  
  

 

 

 

Total preliminary approximation of net assets acquired

  $53,405  
  

 

 

 

The determination of the fair values of the assets acquired and liabilities assumed, particularly the fair value of the individual intangible assets acquired, requires significant judgment. This fair value analysis and valuation has not yet been completed. We anticipate completing the fair value determinations in early fiscal 2015. The final fair value determinations may differ from the approximations reflected in the table above.

 

1516


ITEM 2.   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Unless otherwise indicated, all dollar amounts are presented in thousands except per share data.

The following discussion of our business relates primarily to ongoing 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 (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, interest rate fluctuations, restrictive lending practices, recent management changes, the success of new product introductions, the pace of obtaining and producing at new production facilities, the pace of acquisitions, the integration of new acquisitions, the impact of the divestiture of the Company’s bus business, asset impairment charges, cost structure improvements,changes, competition, and general economic, market and political 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, 2013. We disclaim any obligation or undertaking to disseminate any updates or revisions to any forward looking statements contained in this report or to reflect any change in our expectations after the date hereof or any change in events, conditions or circumstances on which any statement is based, except as required by law.

Executive Overview

We were founded in 1980 and through our operating subsidiaries have grown to be one of the largest manufacturers of Recreational Vehicles (“RVs”) in North America based on retail statistics published by Statistical Surveys, Inc. and other reported data. Our U.S. RV industry market share in the travel trailer and fifth wheel portion of the towable segment is approximately 37.5%35.2% for the calendar yearquarter ended DecemberMarch 31, 2013.2014. In the motorized segment of the RV industry, we have a U.S. market share of approximately 23.4%28.2% for the calendar yearquarter ended DecemberMarch 31, 2013.2014.

Our business model includes decentralized operating units and we compensate operating management primarily with a combination of cash and restricted stock units, based upon the profitability of the business unit which they manage. Our corporate staff provides financial management, insurance, legal, human resource, risk management and internal audit functions. Senior corporate management interacts regularly with operating management to assure that corporate objectives are understood and are monitored appropriately.

Our RV products are sold to dealers who, in turn, retail those products. We generally do not finance dealers directly, but do provide industry customary repurchase agreements to certain of the dealers’ floor plan lenders.

Our growth has been internal and by acquisition. Our strategy has been to increase our profitability in North America in the RV industry through product innovation, service to our customers, manufacturing quality products, improving efficiencies of our facilities and acquisitions. We have no plans to enter unrelated businesses in the future.

We have relied on internally generated cash flows from operations to finance substantially all our growth although we may borrow to make an acquisition if we believe the incremental cash flows will provide for rapid payback. Capital expenditures of $12,671$19,431 for the sixnine months ended January 31,April 30, 2014 were made primarily for building additions and improvements and to replace machinery and equipment used in the ordinary course of business.

Recent Events

Subsequent to the end of the Company’s fiscal third quarter, on May 1, 2014, the Company closed on a Stock Purchase Agreement for the acquisition of all the outstanding capital stock of K.Z., Inc. (“KZ”) for initial cash consideration of $53,405, subject to adjustments. At April 30, 2014, the Company had deposited the $53,405 purchase price in an escrow account. The Company purchased KZ to expand its towable recreational vehicle market share and supplement its existing towable RV product offerings and dealer base.

On October 31, 2013, the Company closed on an Asset Purchase Agreement with Bison Coach, LLC for the acquisition of its net operating assets for final cash consideration of $16,718, subject to adjustment.$16,914. The Company purchased these net assets to expand its towable recreational vehicle market share and supplement its existing brands with equestrian product offerings with living quarters.

17


On August 30, 2013, the Company closed on an Asset Purchase Agreement with Livin’ Lite Corp. for the acquisition of its net operating assets for cash consideration of $16,769, net of cash acquired. The Company purchased these net assets to expand its towable recreational vehicle market share and complement its existing brands with advanced lightweight product offerings.

16


On July 31, 2013, the Company entered into a Stock Purchase Agreement (“ASV SPA”) to sell its bus business to Allied Specialty Vehicles, Inc. (“ASV”) for cash of $100,000, subject to closing adjustments for changes in the net assets to be sold from April 30, 2013 to the closing date. The sale was completed as of October 20, 2013 and the Company received $100,000 on October 21, 2013. Under the terms of the ASV SPA, the total cash consideration was subject to adjustment based on changes in the carrying value of the net assets of the bus business between April 30, 2013 and October 20, 2013. The amount of the final net asset adjustment was determined through the completion of a post-close audit during the second quarter of fiscal 2014. Based on the final agreed-upon carrying value of the bus business net assets sold as of October 20, 2013, an additional $5,043 is duewas collected from ASV on February 19, 2014, representing the increase in bus net assets since April 30, 2013. The $5,043 is reflected in other accounts receivable asAs a result, final cash consideration received for the sale of January 31, 2014 in the Condensed Consolidated Balance Sheets and was received subsequent to that date.bus business totaled $105,043.

On April 30, 2013, the Company sold the assets held and used in the conduct of its ambulance product line (excluding the plant utilized in ambulance production and certain excluded assets) for a final price of $12,051. There was no gain or loss recognized on the sale.

Industry Outlook

The Company monitors the industry conditions in the RV market through the use of monthly wholesale shipment data as reported by the Recreation Vehicle Industry Association (“RVIA”) which is typically issued on a one month lag and represents manufacturers’ RV production and delivery to dealers. In addition, we also monitor monthly retail sales trends as reported by Statistical Surveys, Inc. (“Stat Surveys”). Stat Surveys data is typically issued on a month and a half lag. The Company believes that monthly RV retail sales data is important as consumer purchases impact future dealer orders and ultimately our production.

We believe our dealer inventory levels are appropriate for seasonal consumer demand, with dealers optimistic regarding calendar 2014 yet cautious about restocking inventory over the winter months. January 31, 2014 dealer inventory levels were also affected by the unusually severe winter weather throughout the midwestern United States, which disrupted both the receipt of wholesale units and caused retail delivery delays.2014. RV dealer inventory of Thor products as of January 31,April 30, 2014 decreasedincreased 1.7% to 60,14966,014 units from 61,20964,899 units as of January 31,April 30, 2013. Thor’s RV backlog as of January 31,April 30, 2014 increased 37.1%26.3% to $845,178$820,159 from $616,578$649,584 as of January 31,April 30, 2013.

Industry Wholesale Statistics

Key wholesale statistics for the RV industry, as reported by RVIA, are as follows:

 

  U.S. and Canada Wholesale Unit Shipments   U.S. and Canada Wholesale Unit Shipments 
  Calendar Year       %   Calendar Year through
March 31,
       % 
        2013               2012               Increase                 Change               2014               2013               Increase                 Change       

Towables Units

   282,795      257,551      25,244      9.8      78,846      70,922      7,924      11.2   

Motorized Units

   38,332      28,198      10,134      35.9      11,125      8,500      2,625      30.9   
  

 

   

 

   

 

     

 

   

 

   

 

   

Total

   321,127      285,749      35,378              12.4      89,971      79,422      10,549              13.3   
  

 

   

 

   

 

     

 

   

 

   

 

   

RVIA has forecast that 2014 calendar year shipments for towables and motorized units will approximate 295,700302,900 and 43,90046,500 units, respectively, which are 4.6%7.1% and 14.5%21.1% higher than the corresponding calendar 2013 wholesale shipments noted above.shipments.

Industry Retail Statistics

We believe that retail demand is the key to continued improvement in the RV industry. We believe that while modest increases in dealer stocking may occur, RV industry wholesale shipments will generally be on a one-to-one replenishment ratio with retail sales going forward.

 

1718


Key retail statistics for the RV industry, as reported by Stat Surveys, are as follows:

 

  U.S. and Canada Retail Unit Registrations   U.S. and Canada Retail Unit Registrations 
  Calendar Year       %   Calendar Year through
March 31,
       % 
        2013               2012               Increase               Change               2014               2013               Increase               Change       

Towables Units

   267,969      237,055      30,914      13.0      46,215      45,015      1,200      2.7   

Motorized Units

   33,430      25,750      7,680      29.8      7,840      7,145      695      9.7   
  

 

   

 

   

 

     

 

   

 

   

 

   

Total

   301,399      262,805      38,594              14.7      54,055      52,160      1,895              3.6   
  

 

   

 

   

 

     

 

   

 

   

 

   
                

Note: Data reported by Stat Surveys is based on official state records. This information is subject to adjustment and is continuously updated.

Company Wholesale Statistics

The Company’s wholesale RV shipments were as follows:

 

  U.S. and Canada Wholesale Unit Shipments   U.S. and Canada Wholesale Unit Shipments 
  Calendar Year       %   Calendar Year through
March 31,
         
        2013               2012               Increase               Change               2014               2013               Increase      
(Decrease)
   %
      Change       
 

Towables Units

   97,244      93,842      3,402      3.6      25,038      25,647      (609)      (2.4)   

Motorized Units

   8,446      5,790      2,656      45.9      2,936      1,973      963      48.8   
  

 

   

 

   

 

     

 

   

 

   

 

   

Total

   105,690      99,632      6,058              6.1      27,974      27,620      354              1.3   
  

 

   

 

   

 

     

 

   

 

   

 

   
                

Company Retail Statistics

Retail statistics of the Company’s RV products, as reported by Stat Surveys, were as follows:

 

  U.S. and Canada Retail Unit Registrations   U.S. and Canada Retail Unit Registrations 
  Calendar Year       %   Calendar Year through
March 31,
         
        2013               2012               Increase               Change               2014               2013               Increase      
(Decrease)
   %
      Change       
 

Towables Units

   96,029      86,863      9,166      10.6      15,722      16,646      (924)      (5.6)   

Motorized Units

   7,756      5,097      2,659      52.2      2,174      1,797      377              21.0   
  

 

   

 

   

 

     

 

   

 

   

 

   

Total

   103,785      91,960      11,825              12.9      17,896      18,443      (547)      (3.0)   
  

 

   

 

   

 

     

 

   

 

   

 

   

Our outlook for future growth in retail sales is dependent upon various economic conditions faced by consumers such as the rate of unemployment, the level of consumer confidence, the growth in disposable income of consumers, changes in interest rates, credit availability, the pace of recovery in the housing market, the impact of rising taxes and fuel prices. With continued improvement in consumer confidence, availability of retail and wholesale credit, low interest rates and the absence of negative economic factors, we would expect to see incremental improvements in RV sales and expect to benefit from our ability to increase production to meet increasing demand. In recent years, the industry has benefited from growing retail sales to younger consumers with new product offerings targeted to younger, more active families. In addition, a positive longer-term outlook for the RV business is supported by favorable demographics as more people reach the age brackets that historically have accounted for the bulk of retail RV sales. The number of consumers between the ages of 55 and 7074 will total 5678 million by 2020, 27%2025, 24% higher than in 20102012 according to the RVIA.

Economic or industry-wide factors affecting our RV business include the costs of commodities used in the manufacture of our products. Material cost is the primary factor determining our cost of products sold, and any future increases in raw material costs would impact our profit margins negatively if we were unable to raise prices for our products by corresponding amounts. Historically, we have been able to pass along those cost increases to customers.

19


To date, we have not experienced any unusual cost increases from our chassis suppliers. The recreational vehicle industry has, from time to time, experienced shortages of chassis due to various causes such as component shortages, production delays or work stoppages at the chassis manufacturers which has impacted our sales and earnings. Current limitations inWe believe that the availabilitymost recent shortage of certain motorized RV chassis have hinderedended in the first calendar quarter of 2014, that the supply of chassis used in our ability to increasemotorized RV production is adequate for current production levels and are anticipated to continue through the first quarter of calendar 2014.that available inventory would compensate for short-term changes in supply schedules if they occur.

18


Three Months Ended January 31,April 30, 2014 vs. Three Months Ended January 31,April 30, 2013

 

  Three Months
Ended
  January 31, 2014  
      Three Months
Ended
  January 31, 2013  
      Change
Amount
   %
Change
   Three Months
Ended

  April 30, 2014  
      Three Months
Ended

  April 30, 2013  
      Change
Amount
   %
Change
 

NET SALES:

                        

Recreational Vehicles

                        

Towables

Motorized

   $472,474         $522,838         $    (50,364)      (9.6)   
   162,856         113,767         49,089       43.1    

Towables

   $800,737         $742,429         $58,308       7.9    

Motorized

   246,086         187,336         58,750       31.4    
  

 

     

 

     

 

     

 

     

 

     

 

   

Total

   $635,330         $636,605         $(1,275)      (0.2)      $    1,046,823         $    929,765         $    117,058       12.6    
  

 

     

 

     

 

     

 

     

 

     

 

   

# OF UNITS:

                        

Recreational Vehicles

                        

Towables

   17,108         19,488         (2,380)      (12.2)      29,479         27,579         1,900       6.9    

Motorized

   2,037         1,343         694       51.7       3,216         2,463         753       30.6    
  

 

     

 

     

 

     

 

     

 

     

 

   

Total

   19,145         20,831         (1,686)      (8.1)      32,965         30,042         2,653       8.8    
  

 

     

 

     

 

     

 

     

 

     

 

   

 

GROSS PROFIT:      % of
Segment
Net Sales
       % of
Segment
Net Sales
   Change
Amount
   %
Change
       % of
Segment
Net Sales
       % of
Segment
Net Sales
   Change
Amount
   %
Change
 

Recreational Vehicles

                        

Towables

   $    50,641       10.7       $    54,655       10.5       $    (4,014)      (7.3)      $    113,886       14.2       $    101,042       13.6       $    12,844       12.7    

Motorized

   19,686       12.1       12,863       11.3       6,823       53.0       28,194       11.5       23,517       12.6       4,677       19.9    
  

 

     

 

��

     

 

     

 

     

 

     

 

   

Total

   $70,327       11.1       $67,518       10.6       $2,809       4.2       $142,080       13.6       $124,559       13.4       $17,521       14.1    
  

 

     

 

     

 

     

 

     

 

     

 

   

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:

  

    

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:

  

    

Recreational Vehicles

                        

Towables

   $28,572       6.0       $28,069       5.4       $503       1.8       $38,287       4.8       $36,055       4.9       $2,232       6.2    

Motorized

   8,493       5.2       5,977       5.3       2,516       42.1       10,519       4.3       8,436       4.5       2,083       24.7    
  

 

     

 

     

 

     

 

     

 

     

 

   

Total Recreational Vehicles

   37,065       5.8       34,046       5.3       3,019       8.9       48,806       4.7       44,491       4.8       4,315       9.7    

Corporate

   6,701       –       7,588       –       (887)      (11.7)      8,147       –       8,080       –       67       0.8    
  

 

     

 

     

 

     

 

     

 

     

 

   

Total

   $43,766       6.9       $41,634       6.5       $2,132       5.1       $56,953       5.4       $52,571       5.7       $4,382       8.3    
  

 

     

 

     

 

     

 

     

 

     

 

   

INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES:

INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES:

  

    

INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES:

  

    

Recreational Vehicles

                        

Towables

   $18,915       4.0      $24,085       4.6      $(5,170)      (21.5)      $72,572       9.1       $62,540       8.4       $10,032       16.0    

Motorized

   11,193       6.9       6,883       6.1       4,310       62.6       17,669       7.2       15,082       8.1       2,587       17.2    
  

 

     

 

     

 

     

 

     

 

     

 

   

Total Recreational Vehicles

   30,108       4.7       30,968       4.9       (860)      (2.8)      90,241       8.6       77,622       8.3       12,619       16.3    

Corporate

   (6,206)      –       (6,510)      –       304       4.7       (7,493)      –       (7,059)      –       (434)      (6.1)   
  

 

     

 

     

 

     

 

     

 

     

 

   

Total

   $23,902       3.8      $24,458       3.8      $(556)      (2.3)      $82,748       7.9       $70,563       7.6       $12,185       17.3    
  

 

     

 

     

 

     

 

     

 

     

 

   

 

ORDER BACKLOG:  As of
    January 31,    
2014
   As of
    January 31,    
2013
   Change
    Amount    
   % Change   As of
    April 30,    
2014
   As of
    April 30,    
2013
   Change
    Amount    
   % Change 

Recreational Vehicles

                

Towables

   $    501,882      $    375,384      $126,498      33.7       $    548,522       $    439,541       $    108,981       24.8    

Motorized

   343,296      241,194      102,102      42.3       271,637       210,043       61,594       29.3    
  

 

   

 

   

 

     

 

   

 

   

 

   

Total

   $845,178      $616,578      $    228,600      37.1       $820,159       $649,584       $170,575       26.3    
  

 

   

 

   

 

     

 

   

 

   

 

   

 

1920


CONSOLIDATED

Consolidated net sales for the three months ended January 31,April 30, 2014 decreased $1,275,increased $117,058, or 0.2%12.6%, compared to the three months ended January 31,April 30, 2013. Consolidated gross profit increased $2,809,$17,521, or 4.2%14.1%, compared to the three months ended January 31,April 30, 2013. Consolidated gross profit was 11.1%13.6% of consolidated net sales for the three months ended January 31,April 30, 2014 and 10.6%13.4% for the three months ended January 31,April 30, 2013. Selling, general and administrative expenses for the three months ended January 31,April 30, 2014 increased 5.1%8.3% compared to the three months ended January 31,April 30, 2013. Income before income taxes for the three months ended January 31,April 30, 2014 was $23,902,$82,748, as compared to $24,458$70,563 for the three months ended January 31,April 30, 2013, a decreasean increase of $556 and 2.3%$12,185 or 17.3%. The reasons for the changes in net sales, gross profit, selling, general and administrative expenses and income before income taxes are addressed in the segment reporting below.

Corporate costs included in selling, general and administrative expenses decreased $887increased $67 to $6,701$8,147 for the three months ended January 31,April 30, 2014 compared to $7,588$8,080 for the three months ended January 31,April 30, 2013. The decreaseincrease is primarily attributable to a decreasean increase in stock-based compensation of $608 and an increase of $295 in bonuses and other compensation in correlation with the increase in income from continuing operations before income taxes. Employee group medical insurance costs also increased $191. These increases were partially offset by decreases in legal and professional fees of $1,188. Costs$494 and in costs related to our Corporate repurchase reserve required for vehicle repurchase commitments also decreased $350of $525, as repurchase activity this year has been lower compared to the prior year. These decreases were partially offset by an increase in stock-based compensation of $702.

Corporate interest income and other income and expense was $495$654 of income for the three months ended January 31,April 30, 2014 compared to $1,078$1,021 of income for the three months ended January 31,April 30, 2013. The $583$367 decrease is due to a decrease in overall interest income of $342,$258, primarily due to reduced interest income on notes receivable as a result of lower note balances. In addition, the market value appreciation on the Company’s deferred compensation plan assets was $110$248 in the current year as compared withto appreciation of $428$419 in the prior year, an unfavorable change of $318.$171.

The overall effective income tax rate for the three months ended January 31,April 30, 2014 was 28.0%33.4% compared with 22.2%31.0% for the three months ended January 31,April 30, 2013. The primary reason for the increase in the effective income tax rate was the retroactive reinstatementlarger amount of the Federal research and development credit and other creditsuncertain tax benefits that occurredfavorably settled during the three months ended January 31, 2013. In addition,April 30, 2013 as compared to the effective income tax rates for both the fiscal 2013 and 2014 periods were favorably impacted by the effective settlement of certain uncertain tax benefits.three months ended April 30, 2014.

 

2021


Segment Reporting

TOWABLE RECREATIONAL VEHICLES

Analysis of change in net sales for the three months ended January 31,April 30, 2014 vs. the three months ended January 31,April 30, 2013:

 

 

Three Months

Ended

January 31, 2014

   % of
Segment
 Net Sales 
   Three Months
Ended
    January 31, 2013    
   % of
Segment
 Net Sales 
  Change
    Amount    
   %
 Change 
  

Three Months

Ended

April 30, 2014

   % of
Segment
 Net Sales 
   Three Months
Ended
    April 30, 2013    
   % of
Segment
 Net Sales 
  Change
    Amount    
   %
 Change 
 

NET SALES:

                              

Towables

                              

Travel Trailers

   $225,325      47.7           $248,091      47.5       $(22,766)      (9.2)      $379,419      47.4           $359,344      48.4       $20,075      5.6   

Fifth Wheels

    242,832      51.4        270,182      51.7        (27,350)      (10.1)       413,844      51.7        377,125      50.8        36,719      9.7   

Other

    4,317      0.9        4,565      0.8        (248)      (5.4)       7,474      0.9        5,960      0.8        1,514      25.4   
   

 

   

 

   

 

  

 

   

 

   

 

  

 

      

 

   

 

     

 

   

 

   

 

  

 

   

Total Towables

   $  472,474      100.0           $522,838      100.0       $(50,364)      (9.6)      $  800,737      100.0           $742,429      100.0       $58,308      7.9   
   

 

   

 

   

 

  

 

   

 

   

 

  

 

      

 

   

 

     

 

   

 

   

 

  

 

   
 

Three Months

Ended

January 31, 2014

   % of
Segment
 Shipments 
   Three Months
Ended
    January 31, 2013    
   % of
Segment
 Shipments 
  Change
    Amount    
   %
 Change 
  

Three Months

Ended

April 30, 2014

   % of
Segment
 Shipments 
   Three Months
Ended
    April 30, 2013    
   % of
Segment
 Shipments 
  Change
    Amount    
   %
Change
 

# OF UNITS:

                              

Towables

                              

Travel Trailers

    10,919      63.8        12,855      66.0        (1,936)      (15.1)       18,933      64.2        17,980      65.2        953      5.3   

Fifth Wheels

    5,940      34.7        6,504      33.4        (564)      (8.7)       10,184      34.5        9,410      34.1        774      8.2   

Other

    249      1.5        129      0.6        120       93.0        362      1.3        189      0.7        173      91.5   
   

 

   

 

   

 

  

 

   

 

   

 

  

 

      

 

   

 

     

 

   

 

   

 

  

 

   

Total Towables

    17,108      100.0        19,488      100.0        (2,380)      (12.2)       29,479      100.0        27,579      100.0        1,900      6.9   
   

 

   

 

   

 

  

 

   

 

   

 

  

 

      

 

   

 

     

 

   

 

   

 

  

 

   

 

Impact of Change in Mix and Price on Net Sales:  %
Increase
(Decrease)
 

Towables

  

Travel Trailers

   5.90.3    

Fifth Wheels

   (1.4)1.5    

Other

   (98.4)(66.1)   

Total Towables

   2.61.0    

The decreaseincrease in total towables net sales of 9.6%7.9% compared to the prior year quarter resulted from a 12.2% decrease6.9% increase in unit shipments partially offsetand by a 2.6%1.0% increase in the impact of the change in the overall net price per unit. The Company’s towables net sales for the three months ended January 31, 2014 were adversely impacted by the unusually severe winter weather throughout the midwestern United States this year as compared to the prior year. The overall industry increase in combined travel trailer and fifth wheel wholesale unit shipments for the three months ended January 31,April 30, 2014 was 5.5%13.0% compared to the same period last year according to statistics published by RVIA.

The increaseslight increases in the overall net price per unit within the travel trailer product lines of 5.9% is0.3% and within the fifth wheel product lines of 1.5% are primarily due to selective net price increases and changes in product mix. The decrease in the overall net price per unit within the fifth wheel product lines of 1.4% is due to a lower concentration of higher priced luxury product lines compared to a year ago, partially offset by selective price increases implementedmix since the comparable prior year period. The “other” category formerly related solely to park model sales but now also includes truck, folding and other specialty camperstowable recreational vehicles due to the acquisitions of Livin’ Lite and Bison, which carry a significantly lower selling price than park models and now comprise the majority of the sales in this category.

21


Cost of products sold decreased $46,350increased $45,464 to $421,833,$686,851, or 89.3%85.8% of towabletowables net sales, for the three months ended January 31,April 30, 2014 compared to $468,183,$641,387, or 89.5%86.4% of towabletowables net sales, for the three months ended January 31,April 30, 2013. The change in material, labor, freight-out and warranty comprised $46,890$40,284 of the $46,350 decrease$45,464 increase in cost of products sold due to decreasedincreased sales volume. Material, labor, freight-out and warranty as a combined percentage of towabletowables net sales decreased to 81.8%80.3% for the three months ended January 31,April 30, 2014 compared to 82.8%81.1% for the three months ended January 31,April 30, 2013. This decrease in percentage is primarily due to the favorable impact of selective net price increases and changes in product mix noted above. Total manufacturing overhead increased $540$5,180 with the increase in sales, and total manufacturing overhead as a percentage of towabletowables net sales increased from 6.7%5.3% to 7.5%5.5% as facility related costs as a percentage of towables net sales increased due to the decrease in sales resulted in higher fixed overhead costs per unit sold.unusually severe and protracted winter weather this year as compared to the prior year.

TowableTowables gross profit decreased $4,014increased $12,844 to $50,641,$113,886, or 10.7%14.2% of towables net sales, for the three months ended April 30, 2014 compared to $101,042, or 13.6% of towable net sales, for the three months ended January 31, 2014 comparedApril 30, 2013. The $12,844 increase was primarily due to $54,655,the increase in net sales noted above.

22


Selling, general and administrative expenses were $38,287, or 10.5%4.8% of towabletowables net sales, for the three months ended January 31, 2013. The $4,014 decrease was primarily dueApril 30, 2014 compared to the decrease in net sales noted above.

Selling, general and administrative expenses were $28,572,$36,055, or 6.0%4.9% of towabletowables net sales, for the three months ended January 31, 2014 comparedApril 30, 2013. The primary reason for the $2,232 increase was increased towables net sales and towables income before income taxes, which caused related commissions, bonuses and other compensation to $28,069, or 5.4%increase by $1,838. Sales related travel, advertising and promotional costs also increased $162 in correlation with the sales increase.

Towables income before income taxes increased to 9.1% of towabletowables net sales for the three months ended January 31, 2013. The primary reason for the $503 increase was an increaseApril 30, 2014 from 8.4% of $263 in sales related travel, advertising and promotional costs.

Towable income before income taxes decreased to 4.0% of towabletowables net sales for the three months ended January 31, 2014 from 4.6% of towable net sales for the three months ended January 31,April 30, 2013. The primary reason for this decreaseincrease in percentage was the impact of the increase in selling, general and administrative expense as a percentage of towabletowables net sales noted above.

MOTORIZED RECREATIONAL VEHICLES

Analysis of change in net sales for the three months ended January 31,April 30, 2014 vs. the three months ended January 31,April 30, 2013:

 

  Three Months
Ended
  January 31, 2014  
   % of
Segment
 Net Sales 
   Three Months
Ended
January 31, 2013
   % of
Segment
 Net Sales 
   Change
  Amount  
   %
 Change 
   Three Months
Ended
  April 30, 2014  
   % of
Segment
 Net Sales 
   Three Months
Ended
April 30, 2013
   % of
Segment
 Net Sales 
   Change
  Amount  
   %
 Change 
 

NET SALES:

                

Motorized

                        

Class A

    $94,464      58.0       $78,272      68.8     $16,192      20.7       $133,430      54.2       $101,913      54.4     $31,517      30.9   

Class C

   51,004      31.3      25,883      22.8      25,121      97.1      93,089      37.8      73,127      39.0      19,962      27.3   

Class B

   17,388      10.7      9,612      8.4      7,776      80.9      19,567      8.0      12,296      6.6      7,271      59.1   
  

 

   

 

   

 

   

 

   

 

     

 

   

 

   

 

   

 

   

 

   

Total Motorized

    $162,856      100.0       $113,767      100.0     $49,089      43.1       $246,086      100.0       $187,336      100.0     $58,750      31.4   
  

 

   

 

   

 

   

 

   

 

     

 

   

 

   

 

   

 

   

 

   
  Three Months
Ended
January 31, 2014
   % of
Segment
Shipments
   Three Months
Ended
January 31, 2013
   % of
Segment
Shipments
   Change
Amount
   %
Change
   Three Months
Ended
April 30, 2014
   % of
Segment
Shipments
   Three Months
Ended
April 30, 2013
   % of
Segment
Shipments
   Change
Amount
   %
Change
 

# OF UNITS:

                        

Motorized

                        

Class A

   1,006      49.4      787      58.6      219      27.8      1,471      45.7      1,012      41.1      459      45.4   

Class C

   879      43.2      465      34.6      414      89.0      1,576      49.0      1,337      54.3      239      17.9   

Class B

   152      7.4      91      6.8      61      67.0      169      5.3      114      4.6      55      48.2   
  

 

   

 

   

 

   

 

   

 

     

 

   

 

   

 

   

 

   

 

   

Total Motorized

   2,037      100.0      1,343      100.0      694      51.7      3,216      100.0      2,463      100.0      753      30.6   
  

 

   

 

   

 

   

 

   

 

     

 

   

 

   

 

   

 

   

 

   

 

Impact of Change in Mix and Price on Net Sales:  %
Increase
(Decrease)
 

Motorized

  

Class A

   (7.1)(14.5)   

Class C

   8.19.4    

Class B

   13.910.9    

Total Motorized

   (8.6)0.8    

22


The increase in total motorized net sales of 43.1%31.4% compared to the prior year quarter resulted from a 51.7%30.6% increase in unit shipments and an 8.6%0.8% increase in the impact of the change in the overall net price per unit. The overall market increase in wholesale unit shipments of motorhomes was 23.1% for the three months ended April 30, 2014 compared to the same period last year according to statistics published by RVIA.

The decrease in the overall net price per unit within the Class A product line of 14.5% is primarily due to a shift in the concentration of sales from the generally larger and more expensive diesel units to the more moderately priced gas units compared to a year ago. Increasing sales of a new line of innovative product offerings of smaller, more moderately priced units that still offer many of the same amenities as larger models also contributed to the decrease. The increase in the overall net price per unit within the Class C product line of 9.4% is primarily due to changes in product mix and selective price increases. Within the Class B product line, the increase in the overall net price per unit of 10.9% is due to a greater concentration of sales of higher priced models and selective price increases in the current year.

23


Cost of products sold increased $54,073 to $217,892, or 88.5% of motorized net sales, for the three months ended April 30, 2014 compared to $163,819, or 87.4% of motorized net sales, for the three months ended April 30, 2013. The change in material, labor, freight-out and warranty comprised $50,402 of the $54,073 increase due to increased sales volume. Material, labor, freight-out and warranty as a combined percentage of motorized net sales increased to 84.3% compared to 83.8% for the prior year period. The increase in percentage is primarily due to increased labor costs associated with the current competitive labor market and recent start-up costs related to facility and production line expansions necessitated by increasing sales levels. Total manufacturing overhead increased $3,671 with the increase in sales volume, and total manufacturing overhead as a percentage of motorized net sales increased from 3.6% to 4.2% primarily due to increased employee workers’ compensation and health insurance costs, as well as increased facility costs due to facility expansions and the unusually severe and protracted winter weather this year as compared to the prior year.

Motorized gross profit increased $4,677 to $28,194, or 11.5% of motorized net sales, for the three months ended April 30, 2014 compared to $23,517, or 12.6% of motorized net sales, for the three months ended April 30, 2013. The $4,677 increase in gross profit was due primarily to the impact of the 30.6% increase in unit sales volume noted above, while the decrease in gross profit as a percentage of motorized net sales was due to the increase in the cost of products sold percentage noted above.

Selling, general and administrative expenses were $10,519, or 4.3% of motorized net sales, for the three months ended April 30, 2014 compared to $8,436, or 4.5% of motorized net sales, for the three months ended April 30, 2013. The primary reason for the $2,083 increase was increased motorized net sales and motorized income before income taxes, which caused related commissions, bonuses and other compensation to increase by $1,584. Sales related travel, advertising and promotion costs also increased $332 in correlation with the increase in sales.

Motorized income before income taxes was 7.2% of motorized net sales for the three months ended April 30, 2014 and 8.1% of motorized net sales for the three months ended April 30, 2013. The primary reason for this decrease in percentage was the impact of the increase in the cost of products sold noted above.

24


Nine Months Ended April 30, 2014 vs. Nine Months Ended April 30, 2013

   Nine Months
Ended

  April  30, 2014  
       Nine Months
Ended

  April  30, 2013  
       Change
Amount
   %
Change
 

NET SALES:

            

Recreational Vehicles

            

Towables

   $1,896,064         $1,904,449         $(8,385)      (0.4)   

Motorized

   586,052         423,345         162,707       38.4    
  

 

 

     

 

 

     

 

 

   

Total

   $    2,482,116         $    2,327,794         $    154,322       6.6    
  

 

 

     

 

 

     

 

 

   

# OF UNITS:

            

Recreational Vehicles

            

Towables

   69,567         71,293         (1,726)      (2.4)   

Motorized

   7,432         5,239         2,193       41.9    
  

 

 

     

 

 

     

 

 

   

Total

   76,999         76,532         467       0.6    
  

 

 

     

 

 

     

 

 

   
GROSS PROFIT:      % of
Segment
Net Sales
       % of
Segment
Net Sales
   Change
Amount
   %
Change
 

Recreational Vehicles

            

Towables

   $247,357       13.0       $232,792       12.2       $14,565       6.3    

Motorized

   70,233       12.0       51,588       12.2       18,645       36.1    
  

 

 

     

 

 

     

 

 

   

Total

   $317,590       12.8       $284,380       12.2       $33,210       11.7    
  

 

 

     

 

 

     

 

 

   

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:

  

    

Recreational Vehicles

            

Towables

   $100,506       5.3       $95,941       5.0       $4,565       4.8    

Motorized

   27,953       4.8       21,183       5.0       6,770       32.0    
  

 

 

     

 

 

     

 

 

   

Total Recreational Vehicles

   128,459       5.2       117,124       5.0       11,335       9.7    

Corporate

   20,601       –       23,783       –       (3,182)      (13.4)   
  

 

 

     

 

 

     

 

 

   

Total

   $149,060       6.0       $140,907       6.1       $8,153       5.8    
  

 

 

     

 

 

     

 

 

   

INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES:

  

    

Recreational Vehicles

            

Towables

   $137,111       7.2       $129,335       6.8       $7,776       6.0    

Motorized

   42,305       7.2       30,403       7.2       11,902       39.1    
  

 

 

     

 

 

     

 

 

   

Total Recreational Vehicles

   179,416       7.2       159,738       6.9       19,678       12.3    

Corporate

   (18,325)      –       (20,549)      –       2,224       10.8    
  

 

 

     

 

 

     

 

 

   

Total

   $161,091       6.5       $139,189       6.0       $21,902       15.7    
  

 

 

     

 

 

     

 

 

   

25


CONSOLIDATED

Consolidated net sales for the nine months ended April 30, 2014 increased $154,322, or 6.6%, compared to the nine months ended April 30, 2013. Consolidated gross profit increased $33,210, or 11.7%, compared to the nine months ended April 30, 2013. Consolidated gross profit was 12.8% of consolidated net sales for the nine months ended April 30, 2014 and 12.2% for the nine months ended April 30, 2013. Selling, general and administrative expenses for the nine months ended April 30, 2014 increased 5.8% compared to the nine months ended April 30, 2013. Income before income taxes for the nine months ended April 30, 2014 was $161,091, as compared to $139,189 for the nine months ended April 30, 2013, an increase of $21,902 or 15.7%. The reasons for the changes in net sales, gross profit, selling, general and administrative expenses and income before income taxes are addressed in the segment reporting below.

Corporate costs included in selling, general and administrative expenses decreased $3,182 to $20,601 for the nine months ended April 30, 2014 compared to $23,783 for the nine months ended April 30, 2013. The decrease is primarily attributable to a decrease of $2,722 in the portion of the actuarially determined workers’ compensation liability reserve recorded at Corporate. In addition, legal and professional fees decreased $1,547. Costs related to our Corporate repurchase reserve required for vehicle repurchase commitments also decreased $1,175, as repurchase activity has been lower compared to the prior year. The expenses for the nine months ended April 30, 2013 also included a total of $1,106 in one-time employee compensation and stock-based separation costs. These decreases were partially offset by an increase in stock-based compensation of $1,823 and an increase of $830 in bonuses and other compensation in correlation with the increase in income from continuing operations before income taxes.

Corporate interest income and other income and expense was $2,276 of income for the nine months ended April 30, 2014 compared to $3,234 of income for the nine months ended April 30, 2013. The $958 decrease is due to a decrease in overall interest income of $866, primarily due to reduced interest income on notes receivable as a result of lower note balances.

The overall effective income tax rate for the nine months ended April 30, 2014 was 32.5% compared with 30.7% for the nine months ended April 30, 2013. The primary reason for the increase in the effective income tax rate was the retroactive reinstatement of the Federal research and development credit and other credits and the larger amount of uncertain tax benefits that favorably settled during the nine months ended April 30, 2013 as compared to the nine months ended April 30, 2014.

26


Segment Reporting

TOWABLE RECREATIONAL VEHICLES

Analysis of change in net sales for the nine months ended April 30, 2014 vs. the nine months ended April 30, 2013:

  

Nine Months

Ended

April 30, 2014

   % of
Segment
 Net Sales 
   Nine Months
Ended
    April 30, 2013    
   % of
Segment
 Net Sales 
  Change
    Amount    
   %
 Change 
 

NET SALES:

               

Towables

               

  Travel Trailers

   $924,510      48.8           $909,815      47.8       $14,695       1.6   

  Fifth Wheels

    955,074      50.4        978,634      51.4        (23,560)      (2.4)   

  Other

    16,480      0.8        16,000      0.8        480       3.0   
   

 

 

   

 

 

     

 

 

   

 

 

     

 

 

   

Total Towables

   $  1,896,064      100.0           $1,904,449      100.0       $(8,385)      (0.4)   
   

 

 

   

 

 

     

 

 

   

 

 

     

 

 

   
  

Nine Months

Ended

April 30, 2014

   % of
Segment
Shipments
   Nine Months
Ended
April 30, 2013
   % of
Segment
Shipments
  Change
Amount
   %
Change
 

# OF UNITS:

               

Towables

               

  Travel Trailers

    45,330      65.2        46,391      65.1        (1,061)      (2.3)   

  Fifth Wheels

    23,417      33.7        24,423      34.3        (1,006)      (4.1)   

  Other

    820      1.1        479      0.6        341       71.2    
   

 

 

   

 

 

     

 

 

   

 

 

     

 

 

   

Total Towables

    69,567      100.0        71,293      100.0        (1,726)      (2.4)   
   

 

 

   

 

 

     

 

 

   

 

 

     

 

 

   

Impact of Change in Mix and Price on Net Sales:%
Increase
(Decrease)

Towables

Travel Trailers

3.9  

Fifth Wheels

1.7  

Other

(68.2) 

Total Towables

2.0  

The decrease in total towables net sales of 0.4% compared to the prior year period resulted from a 2.4% decrease in unit shipments partially offset by a 2.0% increase in the impact of the change in the overall net price per unit. The overall industry increase in combined travel trailer and fifth wheel wholesale unit shipments for the nine months ended April 30, 2014 was 9.5% compared to the same period last year according to statistics published by RVIA.

The increase in the overall net price per unit within the travel trailer product lines of 3.9% is primarily due to selective net price increases and changes in product mix. The increase in the overall net price per unit within the fifth wheel product lines of 1.7% is primarily due to selective net price increases, partially offset by a lower concentration of higher priced luxury product lines compared to a year ago. The “other” category formerly related solely to park model sales but now also includes truck, folding and other specialty towable recreational vehicles due to the acquisitions of Livin’ Lite and Bison, which carry a significantly lower selling price than park models and now comprise the majority of the sales in this category.

Cost of products sold decreased $22,950 to $1,648,707, or 87.0% of towables net sales, for the nine months ended April 30, 2014 compared to $1,671,657 or 87.8% of towables net sales, for the nine months ended April 30, 2013. The change in material, labor, freight-out and warranty comprised $27,645 of the $22,950 decrease in cost of products sold due to decreased sales volume. Material, labor, freight-out and warranty as a combined percentage of towables net sales decreased to 81.0% for the nine months ended April 30, 2014 compared to the 82.1% for the nine months ended April 30, 2013. This decrease in percentage is primarily due to the favorable impact of selective net price increases and changes in product mix noted above. Total manufacturing overhead increased $4,695 and total manufacturing overhead as a percentage of towables net sales increased from 5.7% to 6.0%, due to increased labor costs as well as increased costs related to facility expansions and the unusually severe and protracted winter weather this year as compared to the prior year.

Towables gross profit increased $14,565 to $247,357, or 13.0% of towables net sales, for the nine months ended April 30, 2014 compared to $232,792, or 12.2% of towable net sales, for the nine months ended April 30, 2013. The $14,565 increase and the increase as a percentage of towables net sales was primarily due to the increased product margin resulting from price increases and product mix as discussed above.

27


Selling, general and administrative expenses were $100,506, or 5.3% of towables net sales, for the nine months ended April 30, 2014 compared to $95,941, or 5.0% of towables net sales, for the nine months ended April 30, 2013. The primary reason for the $4,565 increase was increased compensation and bonuses of $4,419, as bonuses are derived and then aggregated based on the income before income taxes of the individual subsidiaries within the towables segment rather than being based on the income before income taxes of the towables segment in total.

Towables income before income taxes increased to 7.2% of towables net sales for the nine months ended April 30, 2014 from 6.8% of towables net sales for the nine months ended April 30, 2013. The primary reason for this increase in percentage was the favorable impact of price increases and product mix as noted above.

MOTORIZED RECREATIONAL VEHICLES

Analysis of change in net sales for the nine months ended April 30, 2014 vs. the nine months ended April 30, 2013:

  Nine Months
Ended
April 30, 2014
   % of
Segment
 Net Sales 
   Nine Months
Ended
    April 30, 2013    
   % of
Segment
 Net Sales 
  Change
    Amount    
   %
 Change 
 

NET SALES:

             

Motorized

             

  Class A

  $332,428      56.7           $263,254      62.2       $69,174      26.3   

  Class C

  202,717      34.6        126,253      29.8        76,464      60.6   

  Class B

  50,907      8.7        33,838      8.0        17,069      50.4   
 

 

 

   

 

 

     

 

 

   

 

 

   

 

  

 

 

   

Total Motorized

  $586,052      100.0           $423,345      100.0       $162,707      38.4   
 

 

 

   

 

 

     

 

 

   

 

 

   

 

  

 

 

   
  Nine Months
Ended
April 30, 2014
   % of
Segment
Shipments
   Nine Months
Ended
April 30, 2013
   % of
Segment
Shipments
  Change
Amount
   %
Change
 

# OF UNITS:

             

Motorized

             

  Class A

  3,554      47.8            2,636     50.3        918      34.8   

  Class C

  3,432      46.2        2,284     43.6        1,148      50.3   

  Class B

  446      6.0        319     6.1        127      39.8   
 

 

 

   

 

 

     

 

 

   

 

 

   

 

  

 

 

   

Total Motorized

  7,432      100.0            5,239     100.0        2,193      41.9   
 

 

 

   

 

 

     

 

 

   

 

 

   

 

  

 

 

   

Impact of Change in Mix and Price on Net Sales:%
Increase
(Decrease)

Motorized

Class A

(8.5)  

Class C

10.3

Class B

10.6

Total Motorized

(3.5)  

The increase in total motorized net sales of 38.4% compared to the prior year period resulted from a 41.9% increase in unit shipments and a 3.5% decrease in the impact of the change in the overall net price per unit. The overall 8.6%3.5% decrease in the impact of the change in the overall net price per unit is primarily due to product mix within the Class A line as discussed below as well as a higher concentration of sales this year of the more moderately priced Class C units in relation to Class A units. The Company’s motorized net sales for the three months ended January 31, 2014 were adversely impacted by the unusually severe winter weather throughout the midwestern United States this year as compared to the prior year. The overall market increase in wholesale unit shipments of motorhomes was 31.2%30.4% for the threenine months ended January 31,April 30, 2014 compared to the same period last year according to statistics published by RVIA.

28


The decrease in the overall net price per unit within the Class A product line of 7.1%8.5% is primarily due to a shift in the concentration of sales from the generally larger and more expensive diesel units to the more moderately priced gas units compared to a year ago. Increasing sales of a line of innovative product offerings of smaller, more moderately priced units that still offer many of the same amenities as larger models also contributed to the decrease. The increase in the overall net price per unit within the Class C product line of 8.1%10.3% is primarily due to changes in product mix and selective price increases. Within the Class B product line, the increase in the overall net price per unit of 13.9%10.6% is due to a greater concentration of sales of higher priced models and selective price increases in the current year.

Cost of products sold increased $42,266$144,062 to $143,170,$515,819, or 87.9%88.0% of motorized net sales, for the threenine months ended January 31,April 30, 2014 compared to $100,904,$371,757, or 88.7%87.8% of motorized net sales, for the threenine months ended January 31,April 30, 2013. The change in material, labor, freight-out and warranty comprised $39,443$135,390 of the $42,266$144,062 increase due to increased sales volume. Material, labor, freight-out and warranty as a combined percentage of motorized net sales decreased slightly to 83.0%83.6% compared to 84.1%83.8% for the prior year period. The decrease in percentage isperiod primarily due to the favorable impact of selective price increases. Total manufacturing overhead increased $2,823$8,672 with the increase in sales volume, and total manufacturing overhead as a percentage of motorized net sales increased slightly from 4.6%4.0% to 4.9%4.4%, primarily due to increased employee workers’ compensation and health insurance costs, andas well as increased facility costs.costs due to facility expansions and the unusually severe and protracted winter weather this year as compared to the prior year.

Motorized gross profit increased $6,823$18,645 to $19,686,$70,233, or 12.1%12.0% of motorized net sales, for the threenine months ended January 31,April 30, 2014 compared to $12,863,$51,588, or 11.3%12.2% of motorized net sales, for the threenine months ended January 31,April 30, 2013. The $6,823$18,645 increase in gross profit was due primarily to the impact of the 51.7%41.9% increase in unit sales volume noted above.

Selling, general and administrative expenses were $8,493,$27,953, or 5.2%4.8% of motorized net sales, for the threenine months ended January 31,April 30, 2014 compared to $5,977,$21,183, or 5.3%5.0% of motorized net sales, for the threenine months ended January 31,April 30, 2013. The primary reason for the $2,516$6,770 increase was increased motorized net sales and motorized income before income taxes, which caused related commissions, bonuses and other compensation to increase by $1,919.$5,658. Sales related travel, advertising and promotion costs also increased $253 in correlation with the increase in sales.

Motorized income before income taxes was 6.9% of motorized net sales for the three months ended January 31, 2014 and 6.1% of motorized net sales for the three months ended January 31, 2013. The primary reason for this increase in percentage was the impact of the increase in net sales noted above.

23


Six Months Ended January 31, 2014 vs. Six Months Ended January 31, 2013

   Six Months
Ended
  January 31, 2014  
       Six Months
Ended
  January 31, 2013  
       Change
Amount
   %
Change
 

NET SALES:

            

Recreational Vehicles

            

Towables

   $1,095,327         $1,162,020         $(66,693)      (5.7)   

Motorized

   339,966         236,009         103,957       44.0    
  

 

 

     

 

 

     

 

 

   

Total

   $    1,435,293         $    1,398,029         $    37,264       2.7    
  

 

 

     

 

 

     

 

 

   

# OF UNITS:

            

Recreational Vehicles

            

Towables

   40,088         43,714         (3,626)      (8.3)   

Motorized

   4,216         2,776         1,440       51.9    
  

 

 

     

 

 

     

 

 

   

Total

   44,304         46,490         (2,186)      (4.7)   
  

 

 

     

 

 

     

 

 

   
GROSS PROFIT:      % of
Segment
Net Sales
       % of
Segment
Net Sales
   Change
Amount
   %
Change
 

Recreational Vehicles

            

Towables

   $133,471       12.2       $131,750       11.3       $1,721       1.3    

Motorized

   42,039       12.4       28,071       11.9       13,968       49.8    
  

 

 

     

 

 

     

 

 

   

Total

   $175,510       12.2       $159,821       11.4       $15,689       9.8    
  

 

 

     

 

 

     

 

 

   

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:

  

    

Recreational Vehicles

            

Towables

   $62,219       5.7       $59,886       5.2       $2,333       3.9    

Motorized

   17,434       5.1       12,747       5.4       4,687       36.8    
  

 

 

     

 

 

     

 

 

   

Total Recreational Vehicles

   79,653       5.5       72,633       5.2       7,020       9.7    

Corporate

   12,454       –       15,703       –       (3,249)      (20.7)   
  

 

 

     

 

 

     

 

 

   

Total

   $92,107       6.4       $88,336       6.3       $3,771       4.3    
  

 

 

     

 

 

     

 

 

   

INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES:

  

    

Recreational Vehicles

            

Towables

   $64,539       5.9       $66,795       5.7       $(2,256)      (3.4)   

Motorized

   24,636       7.2       15,321       6.5       9,315       60.8    
  

 

 

     

 

 

     

 

 

   

Total Recreational Vehicles

   89,175       6.2       82,116       5.9       7,059       8.6    

Corporate

   (10,832)      –       (13,490)      –       2,658       19.7    
  

 

 

     

 

 

     

 

 

   

Total

   $78,343       5.5       $68,626       4.9       $9,717       14.2    
  

 

 

     

 

 

     

 

 

   

24


CONSOLIDATED

Consolidated net sales for the six months ended January 31, 2014 increased $37,264, or 2.7%, compared to the six months ended January 31, 2013. Consolidated gross profit increased $15,689, or 9.8%, compared to the six months ended January 31, 2013. Consolidated gross profit was 12.2% of consolidated net sales for the six months ended January 31, 2014 and 11.4% for the six months ended January 31, 2013. Selling, general and administrative expenses for the six months ended January 31, 2014 increased 4.3% compared to the six months ended January 31, 2013. Income before income taxes for the six months ended January 31, 2014 was $78,343, as compared to $68,626 for the six months ended January 31, 2013, an increase of $9,717 and 14.2%. The reasons for the changes in net sales, gross profit, selling, general and administrative expenses and income before income taxes are addressed in the segment reporting below.

Corporate costs included in selling, general and administrative expenses decreased $3,249 to $12,454 for the six months ended January 31, 2014 compared to $15,703 for the six months ended January 31, 2013. The decrease is primarily attributable to a decrease of $2,562 in the portion of the actuarially determined workers’ compensation liability reserve recorded at Corporate. In addition, legal and professional fees decreased $1,131. The expenses for the six months ended January 31, 2013 also included a total of $1,106 in one-time employee compensation and stock-based separation costs. These decreases were partially offset by an increase in stock-based compensation of $1,215.

Corporate interest income and other income and expense was $1,622 of income for the six months ended January 31, 2014 compared to $2,213 of income for the six months ended January 31, 2013. The $591 decrease is due to a decrease in overall interest income of $608, primarily due to reduced interest income on notes receivable as a result of lower note balances.

The overall effective income tax rate for the six months ended January 31, 2014 was 31.6% compared with 30.4% for the six months ended January 31, 2013. The primary reason for the increase in the effective income tax rate was the retroactive reinstatement of the Federal research and development credit and other credits that occurred during the six months ended January 31, 2013. In addition, the effective income tax rates for both the fiscal 2013 and 2014 periods were favorably impacted by the effective settlement of certain uncertain tax benefits.

25


Segment Reporting

TOWABLE RECREATIONAL VEHICLES

Analysis of change in net sales for the six months ended January 31, 2014 vs. the six months ended January 31, 2013:

  

Six Months

Ended

January 31, 2014

   % of
Segment
 Net Sales 
   Six Months
Ended
    January 31, 2013    
   % of
Segment
 Net Sales 
  Change
    Amount    
   %
 Change 
 

NET SALES:

               

Towables

               

  Travel Trailers

   $545,091      49.8           $550,471      47.4       $(5,380)      (1.0)   

  Fifth Wheels

    541,230      49.4        601,509      51.8        (60,279)      (10.0)   

  Other

    9,006      0.8        10,040      0.8        (1,034)      (10.3)   
   

 

 

   

 

 

     

 

 

   

 

 

     

 

 

   

Total Towables

   $  1,095,327      100.0           $1,162,020      100.0       $(66,693)      (5.7)   
   

 

 

   

 

 

     

 

 

   

 

 

     

 

 

   
  

Six Months

Ended

January 31, 2014

   % of
Segment
Shipments
   Six Months
Ended
January 31, 2013
   % of
Segment
Shipments
  Change
Amount
   %
Change
 

# OF UNITS:

               

Towables

               

  Travel Trailers

    26,397      65.8        28,411      65.0        (2,014)      (7.1)   

  Fifth Wheels

    13,233      33.0        15,013      34.3        (1,780)      (11.9)   

  Other

    458      1.2        290      0.7        168       57.9    
   

 

 

   

 

 

     

 

 

   

 

 

     

 

 

   

Total Towables

    40,088      100.0        43,714      100.0        (3,626)      (8.3)   
   

 

 

   

 

 

     

 

 

   

 

 

     

 

 

   

Impact of Change in Mix and Price on Net Sales:%
Increase
(Decrease)

Towables

Travel Trailers

6.1  

Fifth Wheels

1.9  

Other

(68.2) 

Total Towables

2.6  

The decrease in total towables net sales of 5.7% compared to the prior year period resulted from a 8.3% decrease in unit shipments partially offset by a 2.6% increase in the impact of the change in the overall net price per unit. The Company’s towables net sales for the six months ended January 31, 2014 were adversely impacted by the unusually severe winter weather throughout the midwestern United States this year as compared to the prior year. The overall industry increase in combined travel trailer and fifth wheel wholesale unit shipments for the six months ended January 31, 2014 was 7.3% compared to the same period last year according to statistics published by RVIA.

The increase in the overall net price per unit within the travel trailer product lines of 6.1% is primarily due to selective net price increases and changes in product mix. The increase in the overall net price per unit within the fifth wheel product lines of 1.9% is primarily due to selective net price increases implemented since the comparable prior year period, partially offset by a lower concentration of higher priced luxury product lines compared to a year ago. The “other” category formerly related solely to park model sales but now also includes truck, folding and other specialty campers due to the acquisitions of Livin’ Lite and Bison, which carry a significantly lower selling price than park models and now comprise the majority of the sales in this category.

Cost of products sold decreased $68,414 to $961,856, or 87.8% of towable net sales, for the six months ended January 31, 2014 compared to $1,030,270 or 88.7% of towable net sales, for the six months ended January 31, 2013. The change in material, labor, freight-out and warranty comprised $67,929 of the $68,414 decrease in cost of products sold due to decreased sales volume. Material, labor, freight-out and warranty as a combined percentage of towable net sales decreased to 81.5% for the six months ended January 31, 2014 compared to the 82.7% for the six months ended January 31, 2013. This decrease in percentage is primarily due to the favorable impact of selective net price increases and changes in product mix noted above. Total manufacturing overhead decreased $485 with the decrease in sales, but total manufacturing overhead as a percentage of towable net sales increased from 6.0% to 6.3% as the decrease in unit sales resulted in higher fixed overhead costs per unit sold.

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Towable gross profit increased $1,721 to $133,471, or 12.2% of towable net sales, for the six months ended January 31, 2014 compared to $131,750, or 11.3% of towable net sales, for the six months ended January 31, 2013. The $1,721 increase and the increase as a percentage of towable net sales was primarily due to the increased product margin resulting from price increases and product mix as discussed above.

Selling, general and administrative expenses were $62,219, or 5.7% of towable net sales, for the six months ended January 31, 2014 compared to $59,886, or 5.2% of towable net sales, for the six months ended January 31, 2013. The primary reason for the $2,333 increase was increased compensation and incentive plan costs of $2,637, as incentive plan costs are aggregated based on the income before income taxes of the individual subsidiaries within the towables segment rather than the income before income taxes of the towables segment in total.

Towable income before income taxes increased to 5.9% of towable net sales for the six months ended January 31, 2014 from 5.7% of towable net sales for the six months ended January 31, 2013. The primary reason for this increase in percentage was the favorable impact of price increases and product mix as noted above.

MOTORIZED RECREATIONAL VEHICLES

Analysis of change in net sales for the six months ended January 31, 2014 vs. the six months ended January 31, 2013:

  Six Months
Ended
January 31, 2014
   % of
Segment
 Net Sales 
   Six Months
Ended
    January 31, 2013    
   % of
Segment
 Net Sales 
  Change
    Amount    
   %
 Change 
 

NET SALES:

             

Motorized

             

  Class A

  $198,998      58.5           $161,341      68.4       $37,657       23.3    

  Class C

  109,628      32.2        53,126      22.5        56,502      106.4   

  Class B

  31,340      9.3        21,542      9.1        9,798      45.5   
 

 

 

   

 

 

     

 

 

   

 

 

   

 

  

 

 

   

Total Motorized

  $339,966      100.0           $236,009      100.0       $103,957      44.0   
 

 

 

   

 

 

     

 

 

   

 

 

   

 

  

 

 

   
  Six Months
Ended
January 31, 2014
   % of
Segment
Shipments
   Six Months
Ended
January 31, 2013
   % of
Segment
Shipments
  Change
Amount
   %
Change
 

# OF UNITS:

             

Motorized

             

  Class A

  2,083      49.4        1,624      58.5        459      28.3   

  Class C

  1,856      44.0        947      34.1        909      96.0   

  Class B

  277      6.6        205      7.4        72      35.1   
 

 

 

   

 

 

     

 

 

   

 

 

   

 

  

 

 

   

Total Motorized

  4,216      100.0        2,776      100.0        1,440      51.9   
 

 

 

   

 

 

     

 

 

   

 

 

   

 

  

 

 

   

Impact of Change in Mix and Price on Net Sales:%
Increase
(Decrease)

Motorized

Class A

(5.0)  

Class C

10.4

Class B

10.4

Total Motorized

(7.9)  

The increase in total motorized net sales of 44.0% compared to the prior year period resulted from a 51.9% increase in unit shipments and a 7.9% decrease in the impact of the change in the overall net price per unit. The overall 7.9% decrease in the impact of the change in the overall net price per unit is primarily due to product mix within the Class A line as discussed below as well as a higher concentration of sales this year of the more moderately priced Class C units in relation to Class A units. The Company’s motorized net sales for the six months ended January 31, 2014 were adversely impacted by the unusually severe winter weather throughout the midwestern United States this year as compared to the prior year. The overall market increase in wholesale unit shipments of motorhomes was 35.3% for the six months ended January 31, 2014 compared to the same period last year according to statistics published by RVIA.

27


The decrease in the overall net price per unit within the Class A product line of 5.0% is primarily due to a shift in the concentration of sales from the generally larger and more expensive diesel units to the more moderately priced gas units compared to a year ago. Increasing sales of a line of innovative product offerings of smaller, more moderately priced units that still offer many of the same amenities as larger models also contributed to the decrease. The increase in the overall net price per unit within the Class C product line of 10.4% is primarily due to changes in product mix and selective price increases. Within the Class B product line, the increase in the overall net price per unit of 10.4% is due to a greater concentration of sales of higher priced models and selective price increases in the current year.

Cost of products sold increased $89,989 to $297,927, or 87.6% of motorized net sales, for the six months ended January 31, 2014 compared to $207,938, or 88.1% of motorized net sales, for the six months ended January 31, 2013. The change in material, labor, freight-out and warranty comprised $84,988 of the $89,989 increase due to increased sales volume. Material, labor, freight-out and warranty as a combined percentage of motorized net sales decreased slightly to 83.2% compared to 83.8% for the prior year period primarily due to the favorable impact of selective price increases. Total manufacturing overhead increased $5,001 with the increase in sales volume, and total manufacturing overhead as a percentage of motorized net sales increased slightly from 4.3% to 4.4%, primarily due to increased employee workers’ compensation and health insurance costs and increased facility costs.

Motorized gross profit increased $13,968 to $42,039, or 12.4% of motorized net sales, for the six months ended January 31, 2014 compared to $28,071, or 11.9% of motorized net sales, for the six months ended January 31, 2013. The $13,968 increase in gross profit was due primarily to the impact of the 51.9% increase in unit sales volume noted above.

Selling, general and administrative expenses were $17,434, or 5.1% of motorized net sales, for the six months ended January 31, 2014 compared to $12,747, or 5.4% of motorized net sales, for the six months ended January 31, 2013. The primary reason for the $4,687 increase was increased motorized net sales and motorized income before income taxes, which caused related commissions, bonuses and other compensation to increase by $4,073. Sales related travel, advertising and promotion costs also increased $462$793 in correlation with the increase in sales.

Motorized income before income taxes was 7.2% of motorized net sales for both the sixnine months ended January 31,April 30, 2014 and 6.5% of motorized net sales for the sixnine months ended January 31,April 30, 2013. The primary reason for this increase in percentage was the impact of the increase in net sales noted above.

Financial Condition and Liquidity

As of January 31,April 30, 2014, we had $204,860$120,936 in cash and cash equivalents compared to $236,601 on July 31, 2013. The components of this $31,741$115,665 decrease in cash and cash equivalents are described in more detail below, but the decrease is primarily attributable to $77,800$90,057 paid for dividends, $53,405 transferred to a restricted cash account, a total of $33,487$33,683 paid for the acquisitions of the Livin’ Lite and Bison towable recreational vehicle businesses, $17,845$33,550 of cash used in operating activities and $12,671$19,431 paid for capital expenditures. These cash usages were partially offset by cash received of $100,000$105,043 from the sale of the bus business and $6,425 of cash received on notes receivable.

Working capital at January 31,April 30, 2014 was $420,596$468,684 compared to $469,032 at July 31, 2013. Capital expenditures of $12,671$19,431 for the sixnine months ended January 31,April 30, 2014 were made primarily for production and office building additions and improvements and to replace machinery and equipment used in the ordinary course of business.

We believe our on hand cash and cash equivalents and funds generated from operations will be sufficient to fund expected future operational requirements. We have relied on internally generated cash flows from operations to finance substantially all our growth. We may, however, consider debt to make an acquisition.

Our three main priorities for the use of current and future available cash include supporting and growing our core RV business, both organically and through acquisitions, maintaining and growing our regular dividends over time and strategic share repurchases or special dividends as determined by the Company’s Board.

In regard to supporting and growing our business, we anticipate additional capital expenditures in fiscal 2014 of approximately $22,000,$15,000, primarily for expanding our recreational vehicle facilities and replacing and upgrading machinery, equipment and other assets to be used in the ordinary course of business. This total is in addition to the $53,405 in restricted cash at April 30, 2014 for the May 1, 2014 acquisition of KZ. We may also consider additional core recreational vehicle strategic growth acquisitions that complement or expand our ongoing RV operations.

The Company’s Board currently intends to continue quarterly cash dividend payments in the future. The declaration of future dividends and the establishment of the per share amounts, record dates and payment dates for any such future dividends are subject to the determination of the Board, and will be dependent upon future earnings, cash flows and other factors. There are no limitations on the Company’s ability to pay dividends pursuant to any credit facility.

Future purchases of the Company’s common stock or special cash dividends may occur based upon market and business conditions, and excess cash availability, subject to applicable legal limitations.limitations and determination by the Board.

 

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Operating Activities

Net cash used in operating activities for the sixnine months ended January 31,April 30, 2014 was $17,845$33,550 as compared to net cash provided by operating activities of $1,333$44,698 for the sixnine months ended January 31,April 30, 2013. The combination of net income and non-cash items (primarily depreciation, amortization of intangibles, impairment charges, deferred income tax provision (benefit), gain on disposal of bus business and stock-based compensation) provided $69,366$129,153 of operating cash in fiscal 2014 compared to $63,865$118,996 in the prior year period. However, the $69,366$129,153 of operating cash provided in the sixnine months ended January 31,April 30, 2014 was offset to a greater extent by a larger seasonal increase in inventory,accounts receivable, which correlates with the increase in sales but which also increased due to longer delays in partdelivering units to unusually inclement weather impacting January 2014 production and sales,dealers as a result of an elevated shortage of transportation company drivers compared to a year ago. In addition, there was also a larger seasonal increase in inventory, which correlates with the increase in backlog compared to the prior year. In addition, required income tax payments increased for the six months ended January 31, 2014 as compared to the comparable prior year period.

Investing Activities

Net cash provided by investing activities for the sixnine months ended January 31,April 30, 2014 was $61,868,$5,906, primarily due to $100,000$105,043 in cash consideration received from the sale of the bus business and $6,425 in proceeds received on notes receivable, partially offset by $53,405 transferred to a restricted cash account related to a pending business acquisition, $16,769 and $16,718$16,914 of net cash consideration paid for the acquisitions of the Livin’ Lite and Bison recreational vehicle businesses, respectively, and capital expenditures of $12,671.$19,431. During the sixnine months ended January 31,April 30, 2013, net cash used in investing activities of $12,890$17,445 was primarily due to capital expenditures of $9,908$14,711 and $10,718 paid for the acquisitions of the Krystal and Federal Coach bus businesses, partially offset by $7,000 in proceeds received on notes receivable.

Financing Activities

During the sixnine months ended January 31,April 30, 2014, net cash used in financing activities of $75,764$88,021 was primarily for cash dividend payments. The Company paid a regular quarterly $0.23 per share dividend in each of the first twothree quarters of fiscal 2014 and a special $1.00 per share dividend in November 2013, the combination of which totaled $77,800.$90,057. The Company increased its previous regular quarterly dividend of $0.18 per share to $0.23 per share in October 2013. Net cash used in financing activities of $98,945$108,401 for the sixnine months ended January 31,April 30, 2013 was also primarily for cash dividend payments. The Company paid a regular quarterly $0.18 per share dividend in each of the first twothree quarters of fiscal 2013 and a special $1.50 per share dividend in December 2012, the combination of which totaled $98,594.$108,139. The Company increased its previous regular quarterly dividend of $0.15 per share to $0.18 per share in October 2012.

Accounting Pronouncements

NoneReference is made to Note 1 of our Condensed Consolidated Financial Statements contained in this report for a summary of recently issued accounting pronouncements, which summary is hereby incorporated by reference.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

None

ITEM 4. CONTROLS AND PROCEDURES

The Company maintains “disclosure controls and procedures”, as such term is defined under Exchange Act Rule 13a-15(e), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. In designing and evaluating the disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives and our management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. The Company has carried out an evaluation, as of the end of the period covered by this report, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms and accumulated and communicated to our management as appropriate to allow for timely decisions regarding required disclosures.

During the quarter ended January 31,April 30, 2014, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

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PART II – Other Information

ITEM 1. LEGAL PROCEEDINGS

The Company is involved in certain litigation arising out of its operations in the normal course of its business, most of which is based upon state “lemon laws”, warranty claims and vehicle accidents (for which the Company carries insurance above a specified self-insured retention or deductible amount). The outcomes of legal proceedings and claims brought against the Company are subject to significant uncertainty. There is significant judgment required in assessing both the probability of an adverse outcome and the determination as to whether an exposure can be reasonably estimated. In management’s opinion, the ultimate disposition of any current legal proceedings or claims against the Company will not have a material effect on the Company’s financial condition, operating results or cash flows, except that an adverse outcome in a significant litigation matter could have a material effect on the operating results of a particular reporting period.

ITEM 1A.    RISK FACTORS

There have been no material changes from the risk factors previously disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended July 31, 2013, except as noted below.

Recent business acquisitions and internal operating segment mergers pose integration risks.

The recent acquisitions of Bison and Livin’ Lite into Thor and Bison, as well as the acquisition of KZ on May 1, 2014 subsequent to our fiscal third quarter, plus the merger of Dutchmen into the Keystone operating segment, pose a number of potential integration risks that may result in us experiencing negative consequences to our business, financial condition or results of operations. The transaction activity, the integration of the recently acquired companies and the merger of subsidiaries within Thor involve a number of related risks, including, but not limited to:

 

demands on management related to various integration activities;

the diversion of management’s attention from the management of daily operations to the integration of operations;

difficulties in the assimilation and retention of employees; and

difficulties in the integration of departments and systems, including accounting systems, technologies, books and records and procedures, as well as in procedures; and

establishing or maintaining uniform standards and controls, including internal accounting controls, procedures and policies.

 

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ITEM 6. EXHIBITS

 

Exhibit

  

Description

10.1

Stock Purchase Agreement, dated April 16, 2014, by and among Thor Industries, Inc. and Daryl E. Zook, Trista E. Nunemaker, Tonja Zook-Nicholas, The Daryl E. Zook GST Exempt Lifetime Trust or its assignee, and The Daryl E. Zook GST Non-Exempt Lifetime Trust or its assignee*

31.1  

Chief Executive Officer’s Certification filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2  

Chief Financial Officer’s Certification filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1  

Chief Executive Officer’s Certification furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2  

Chief Financial Officer’s Certification furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS  

XBRL Instance Document

101.SCH  

XBRL Taxonomy Extension Schema Document

101.CAL  

XBRL Taxonomy Calculation Linkbase Document

101.PRE  

XBRL Taxonomy Presentation Linkbase Document

101.LAB  

XBRL Taxonomy Label Linkbase Document

101.DEF  

XBRL Taxonomy Extension Definition Linkbase Document

Attached as Exhibits 101 to this report are the following financial statements from the Company’s Quarterly report on Form 10-Q for the quarter ended January 31,April 30, 2014 formatted in XBRL (“eXtensible Business Reporting Language”): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Income and Comprehensive Income, (iii) the Condensed Consolidated Statements of Cash Flows, and (iv) related notes to these financial statements.

The XBRL related information in Exhibits 101 to this Quarterly Report on Form 10-Q shall not be deemed “filed” or a part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, and is not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of those sections.

* The schedules and exhibits referenced in the Stock Purchase Agreement have been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the Securities and Exchange Commission upon request.

 

3132


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: March 6,June 5, 2014

 

/s/ Robert W. Martin

 Robert W. Martin
 Chief Executive Officer and President

DATE: March 6,June 5, 2014

 

/s/ Colleen Zuhl

 

Colleen Zuhl

 Vice President and Chief Financial Officer

 

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