Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jan. 31, 2019 | Feb. 28, 2019 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jan. 31, 2019 | |
Document Fiscal Year Focus | 2,019 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | THOR INDUSTRIES INC | |
Entity Central Index Key | 730,263 | |
Current Fiscal Year End Date | --07-31 | |
Entity Filer Category | Large Accelerated Filer | |
Trading Symbol | THO | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Entity Common Stock, Shares Outstanding | 55,063,473 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jan. 31, 2019 | Jul. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 305,833 | $ 275,249 |
Accounts receivable, trade, net | 325,783 | 467,488 |
Accounts receivable, other, net | 18,999 | 19,747 |
Inventories, net | 561,842 | 537,909 |
Prepaid income taxes, expenses and other | 35,699 | 11,281 |
Total current assets | 1,248,156 | 1,311,674 |
Property, plant and equipment, net | 550,471 | 522,054 |
Other assets: | ||
Goodwill | 377,693 | 377,693 |
Amortizable intangible assets, net | 363,231 | 388,348 |
Deferred income taxes, net | 80,205 | 78,444 |
Equity investment in joint venture | 48,264 | 48,463 |
Other | 62,178 | 51,989 |
Total other assets | 931,571 | 944,937 |
TOTAL ASSETS | 2,730,198 | 2,778,665 |
Current liabilities: | ||
Accounts payable | 219,881 | 286,974 |
Accrued liabilities: | ||
Compensation and related items | 59,183 | 97,122 |
Product warranties | 257,869 | 264,928 |
Income and other taxes | 16,285 | 19,345 |
Promotions and rebates | 72,945 | 59,133 |
Product, property and related liabilities | 13,092 | 17,815 |
Foreign currency forward contract liability | 73,707 | |
Other | 37,681 | 24,013 |
Total current liabilities | 750,643 | 769,330 |
Unrecognized tax benefits | 10,562 | 12,446 |
Other liabilities | 62,062 | 59,148 |
Total long-term liabilities | 72,624 | 71,594 |
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 62,933,415 and 62,765,824 shares, respectively | 6,293 | 6,277 |
Additional paid-in capital | 263,899 | 252,204 |
Retained earnings | 1,984,885 | 2,022,988 |
Less treasury shares of 10,126,434 and 10,070,459, respectively, at cost | (348,146) | (343,728) |
Total stockholders' equity | 1,906,931 | 1,937,741 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 2,730,198 | $ 2,778,665 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jan. 31, 2019 | Jul. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.10 | $ 0.10 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 62,933,415 | 62,765,824 |
Treasury, shares | 10,126,434 | 10,070,459 |
Consolidated Statements of Inco
Consolidated Statements of Income and Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2019 | Jan. 31, 2018 | Jan. 31, 2019 | Jan. 31, 2018 | |
Income Statement [Abstract] | ||||
Net sales | $ 1,290,576 | $ 1,971,560 | $ 3,046,552 | $ 4,203,228 |
Cost of products sold | 1,148,980 | 1,701,232 | 2,697,700 | 3,599,715 |
Gross profit | 141,596 | 270,328 | 348,852 | 603,513 |
Selling, general and administrative expenses | 85,069 | 117,088 | 187,762 | 251,351 |
Amortization of intangible assets | 12,526 | 13,796 | 25,117 | 27,354 |
Acquisition-related costs | 42,059 | 99,148 | ||
Interest income | 1,675 | 401 | 2,897 | 782 |
Interest expense | 859 | 1,354 | 1,735 | 2,766 |
Other income (expense), net | (885) | 2,574 | (4,597) | 5,332 |
Income before income taxes | 1,873 | 141,065 | 33,390 | 328,156 |
Income taxes | 7,290 | 61,313 | 24,854 | 119,998 |
Net and comprehensive income (loss) | $ (5,417) | $ 79,752 | $ 8,536 | $ 208,158 |
Weighted-average common shares outstanding: | ||||
Basic | 52,806,981 | 52,694,680 | 52,766,739 | 52,653,303 |
Diluted | 52,867,687 | 52,861,140 | 52,883,645 | 52,839,752 |
Earnings (loss) per common share: | ||||
Basic | $ (0.10) | $ 1.51 | $ 0.16 | $ 3.95 |
Diluted | (0.10) | 1.51 | 0.16 | 3.94 |
Regular dividends declared and paid per common share | $ 0.39 | $ 0.37 | $ 0.78 | $ 0.74 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jan. 31, 2019 | Jan. 31, 2018 | |
Cash flows from operating activities: | ||
Net income | $ 8,536 | $ 208,158 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation | 21,463 | 18,619 |
Amortization of intangibles | 25,117 | 27,354 |
Amortization of debt issuance costs | 785 | 785 |
Foreign currency forward contract loss | 73,707 | |
Deferred income tax provision (benefit) | (84) | 23,312 |
Gain on disposition of property, plant and equipment | (29) | (1,482) |
Stock-based compensation expense | 9,486 | 8,731 |
Changes in assets and liabilities: | ||
Accounts receivable | 142,453 | (138,930) |
Inventories | (23,933) | (129,875) |
Prepaid income taxes, expenses and other | (31,693) | (7,140) |
Accounts payable | (62,208) | 27,235 |
Accrued liabilities | (30,213) | 11,283 |
Long-term liabilities and other | 1,243 | 8,795 |
Net cash provided by operating activities | 134,630 | 56,845 |
Cash flows from investing activities: | ||
Purchases of property, plant and equipment | (54,802) | (63,003) |
Proceeds from dispositions of property, plant and equipment | 66 | 3,552 |
Equity investment in joint venture | (3,500) | |
Other | 960 | |
Net cash used in investing activities | (58,236) | (58,491) |
Cash flows from financing activities: | ||
Principal payments on revolving credit facility | (65,000) | |
Regular cash dividends paid | (41,189) | (38,994) |
Principal payments on capital lease obligations | (203) | (186) |
Payments related to vesting of stock-based awards | (4,418) | (7,657) |
Net cash used in financing activities | (45,810) | (111,837) |
Net increase (decrease) in cash and cash equivalents | 30,584 | (113,483) |
Cash and cash equivalents, beginning of period | 275,249 | 223,258 |
Cash and cash equivalents, end of period | 305,833 | 109,775 |
Supplemental cash flow information: | ||
Income taxes paid | 57,728 | 137,169 |
Interest paid | 1,055 | 2,114 |
Non-cash investing and financing transactions: | ||
Capital expenditures in accounts payable | $ 490 | $ 4,929 |
Nature of Operations and Accoun
Nature of Operations and Accounting Policies | 6 Months Ended |
Jan. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations and Accounting Policies | 1. Nature of Operations and Accounting Policies Nature of Operations Thor Industries, Inc. was founded in 1980 and, through its subsidiaries (collectively, the “Company” or “Thor”), currently manufactures a wide range of recreational vehicles (“RVs”) at various manufacturing facilities located primarily in Indiana, with additional facilities in Ohio, Oregon, Idaho and Michigan. These products are sold to independent, non-franchise dealers primarily throughout the United States and Canada. As discussed in more detail in Note 17 to the Condensed Consolidated Financial Statements, on September 18, 2018, the Company entered into a definitive agreement to acquire the Erwin Hymer Group SE (“Erwin Hymer Group”), the largest RV manufacturer in Europe by revenue, and on February 1, 2019 the parties closed on this transaction. Unless the context requires or indicates otherwise, all references to “Thor,” the “Company,” “we,” “our” and “us” refer to Thor Industries, Inc. and its subsidiaries. The July 31, 2018 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, 2018. Due to seasonality within the recreational vehicle industry, among other factors, annualizing the results of operations for the six months ended January 31, 2019 would not necessarily be indicative of the results expected for a full fiscal year. Adoption of Revenue Recognition Accounting Standard In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers (Topic 606),” which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. The Company adopted ASU No. 2014-09, and all the related amendments, as of August 1, 2018, using the modified retrospective method related to all contracts as of the date of adoption. The cumulative effect of the adoption was recognized as an increase to accrued promotions and rebates of $7,127, an increase of $1,677 in deferred income tax assets, net and a $5,450 decrease to retained earnings as of August 1, 2018 on the Condensed Consolidated Balance Sheet and as reflected in Note 14 to the Condensed Consolidated Financial Statements. As of and for the three and six-month periods ended January 31, 2019, accrued promotions and rebates increased $773 and $1,506, respectively, on a pre-tax basis and Net sales were reduced by the same amount as a result of the application of this new standard. The comparative financial statements for prior periods have not been adjusted. The adoption impact is a result of a change in the accounting for certain sales incentives, which were historically recorded as a reduction of revenue at the later of the time products were sold or the date the incentive was offered. Upon adoption of ASU No. 2014-09, these incentives are now estimated and recorded at the time of sale, which is primarily upon shipment to customers. This new standard only changes the timing of when these sales incentives are recognized, and does not change the total amount of revenue recognized. The Company did not elect to separately evaluate contract modifications occurring before the adoption date. See Note 16 to the Condensed Consolidated Financial Statements for further discussion of the Company’s revenue recognition policies and practices. Other Accounting Pronouncements Not Yet Adopted In January 2017, the FASB issued ASU No. 2017-04, “Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment,” which eliminates the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge (referred to as Step 2 in the goodwill impairment test). Instead, if the carrying amount of a reporting unit exceeds its fair value, an impairment charge equal to that excess shall be recognized, not to exceed the amount of goodwill allocated to the reporting unit. This ASU is effective for annual and any interim impairment tests for periods beginning after December 15, 2019, with early adoption permitted after January 1, 2017. This ASU is effective for the Company in its fiscal year 2021 beginning on August 1, 2020. The Company is currently evaluating the impact of this ASU on its consolidated financial statements, which will depend on the outcomes of future goodwill impairment tests. In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842),” which provides guidance on the recognition, measurement, presentation, and disclosure of leases. ASU No. 2016-02 requires the recognition of lease assets and lease liabilities by lessees for all leases with terms greater than 12 months. The principal difference from current guidance is that the lease assets and lease liabilities arising from operating leases will be recognized on the Consolidated Balance Sheet. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. Early adoption is permitted. This ASU is effective for the Company in its fiscal year 2020 beginning on August 1, 2019. The Company is currently evaluating the impact that implementing this ASU will have on its consolidated financial statements. |
Business Segments
Business Segments | 6 Months Ended |
Jan. 31, 2019 | |
Segment Reporting [Abstract] | |
Business Segments | 2. Business Segments The Company has two reportable segments, both related to recreational vehicles: (1) towables and (2) motorized. The towable recreational vehicle reportable segment consists of the following operating segments that have been aggregated: Airstream (towable), Heartland (including Bison, Cruiser RV and DRV), Jayco (including Jayco towable, Starcraft and Highland Ridge), Keystone (including CrossRoads and Dutchmen) and KZ (including Venture RV). The motorized recreational vehicle reportable segment consists of the following operating segments that have been aggregated: Airstream (motorized), Jayco (including Jayco motorized and Entegra Coach) and Thor Motor Coach. The operations of the Company’s Postle subsidiary are included in “Other,” which is a non-reportable segment. Net sales included in Other mainly relate to the sale of aluminum extrusions and specialized component products. Intercompany eliminations adjust for Postle sales to the Company’s towable and motorized segments, which are consummated at established transfer prices generally consistent with the selling prices of extrusion components to third-party customers. All manufacturing is currently conducted within the United States. Total assets include those assets used in the operation of each reportable and non-reportable segment, and the Corporate assets consist primarily of cash and cash equivalents, deferred income taxes, deferred compensation plan assets and certain Corporate real estate holdings primarily utilized by Thor operating subsidiaries. Three Months Ended January 31, Six Months Ended January 31, Net sales: 2019 2018 2019 2018 Recreational vehicles Towables $ 881,564 $ 1,373,118 $ 2,160,662 $ 2,991,619 Motorized 371,495 559,909 802,693 1,126,520 Total recreational vehicles 1,253,059 1,933,027 2,963,355 4,118,139 Other 55,114 68,013 128,962 150,932 Intercompany eliminations (17,597 ) (29,480 ) (45,765 ) (65,843 ) Total $ 1,290,576 $ 1,971,560 $ 3,046,552 $ 4,203,228 Three Months Ended January 31, Six Months Ended January 31, Income (loss) before income taxes: 2019 2018 2019 2018 Recreational vehicles Towables $ 34,060 $ 116,728 $ 108,610 $ 275,579 Motorized 17,205 37,538 38,917 75,124 Total recreational vehicles 51,265 154,266 147,527 350,703 Other, net 5,950 5,290 11,860 13,773 Corporate (55,342 ) (18,491 ) (125,997 ) (36,320 ) Total $ 1,873 $ 141,065 $ 33,390 $ 328,156 Total assets: January 31, 2019 July 31, 2018 Recreational vehicles Towables $ 1,541,673 $ 1,654,361 Motorized 474,717 492,830 Total recreational vehicles 2,016,390 2,147,191 Other, net 163,964 167,965 Corporate 549,844 463,509 Total $ 2,730,198 $ 2,778,665 Three Months Ended January 31, Six Months Ended January 31, Depreciation and intangible amortization expense: 2019 2018 2019 2018 Recreational vehicles Towables $ 16,971 $ 17,223 $ 33,602 $ 34,016 Motorized 3,443 2,909 6,879 5,637 Total recreational vehicles 20,414 20,132 40,481 39,653 Other 2,693 2,748 5,267 5,557 Corporate 415 395 832 763 Total $ 23,522 $ 23,275 $ 46,580 $ 45,973 Three Months Ended Six Months Ended Capital acquisitions: 2019 2018 2019 2018 Recreational vehicles Towables $ 14,255 $ 18,821 $ 36,497 $ 36,413 Motorized 2,809 1,754 10,228 14,069 Total recreational vehicles 17,064 20,575 46,725 50,482 Other 287 1,983 2,731 2,593 Corporate 425 7,016 461 8,591 Total $ 17,776 $ 29,574 $ 49,917 $ 61,666 |
Earnings Per Common Share
Earnings Per Common Share | 6 Months Ended |
Jan. 31, 2019 | |
Earnings Per Share [Abstract] | |
Earnings Per Common Share | 3. Earnings Per Common Share The following table reflects the weighted-average common shares used to compute basic and diluted earnings per common share as included on the Condensed Consolidated Statements of Income and Comprehensive Income: Three Months Ended January 31, Six Months Ended January 31, 2019 2018 2019 2018 Weighted-average shares outstanding for basic earnings per share 52,806,981 52,694,680 52,766,739 52,653,303 Unvested restricted stock units 60,706 166,460 116,906 186,449 Weighted-average shares outstanding assuming dilution 52,867,687 52,861,140 52,883,645 52,839,752 Fo . |
Investments and Fair Value Meas
Investments and Fair Value Measurements | 6 Months Ended |
Jan. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Investments and Fair Value Measurements | 4. Investments and Fair Value Measurements The Company assesses the inputs used to measure the fair value of certain assets and liabilities using a three-level hierarchy as prescribed in ASC 820, “Fair Value Measurements and Disclosures,” and as discussed in Note 10 in the Notes to the Consolidated Financial Statements in our fiscal 2018 Form 10-K. The financial assets that were accounted for at fair value on a recurring basis at January 31, 2019 and July 31, 2018 are as follows: Input Level January 31, 2019 July 31, 2018 Cash equivalents Level 1 $ 148,023 $ 230,319 Deferred compensation plan assets and liabilities Level 1 $ 46,744 $ 43,316 Foreign currency forward contract liability Level 2 $ 73,707 $ — Cash equivalents represent investments in government and other money market funds traded in an active market, and are reported as a component of Cash and cash equivalents in the Condensed Consolidated Balance Sheets. Deferred compensation plan assets represent investments in securities (primarily mutual funds) traded in an active market held for the benefit of certain employees of the Company as part of a deferred compensation plan. Deferred compensation plan asset balances are recorded as a component of Other long-term assets in the Condensed Consolidated Balance Sheets. An equal and offsetting liability is 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 liability are reflected in Other income, net and Selling, general and administrative expenses, respectively, in the Condensed Consolidated Statements of Income and Comprehensive Income. See Note 15 to the Condensed Consolidated Financial Statements for a discussion of the foreign currency forward contract liability, including further information as to the inputs used to determine fair value. |
Inventories
Inventories | 6 Months Ended |
Jan. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Inventories | 5. Inventories Major classifications of inventories are as follows: January 31, 2019 July 31, 2018 Finished goods – RV $ 106,225 $ 44,998 Finished goods – other 29,339 35,320 Work in process 118,361 124,703 Raw materials 245,197 258,429 Chassis 107,969 116,308 Subtotal 607,091 579,758 Excess of FIFO costs over LIFO costs (45,249 ) (41,849 ) Total inventories, net $ 561,842 $ 537,909 Of the $607,091 and $579,758 of inventories at January 31, 2019 and July 31, 2018, $327,097 and $305,990, respectively, was valued on the last-in, first-out (LIFO) basis, and $279,994 and $273,768, respectively, was valued on the first-in, first-out (FIFO) method. |
Property, Plant and Equipment
Property, Plant and Equipment | 6 Months Ended |
Jan. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | 6. Property, Plant and Equipment Property, plant and equipment is stated at cost, net of accumulated depreciation, and consists of the following: January 31, 2019 July 31, 2018 Land $ 62,184 $ 57,413 Buildings and improvements 499,252 468,824 Machinery and equipment 211,136 197,294 Total cost 772,572 723,531 Less accumulated depreciation (222,101 ) (201,477 ) Property, plant and equipment, net $ 550,471 $ 522,054 Property, plant and equipment at both January 31, 2019 and July 31, 2018 includes buildings and improvements under capital leases of $6,527 and related amortization included in accumulated depreciation of $2,040 and $1,768 at January 31, 2019 and July 31, 2018, respectively. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 6 Months Ended |
Jan. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | 7. Intangible Assets and Goodwill The components of amortizable intangible assets are as follows: Weighted-Average Remaining January 31, 2019 July 31, 2018 Life in Years at Cost Accumulated Cost Accumulated Dealer networks/customer relationships 15 $ 404,960 $ 168,000 $ 404,960 $ 147,077 Trademarks 17 146,117 27,907 146,117 24,364 Design technology and other intangibles 7 18,200 10,161 18,200 9,555 Non-compete agreements Less than 1 450 428 450 383 Total amortizable intangible assets $ 569,727 $ 206,496 $ 569,727 $ 181,379 Estimated annual amortization expense is as follows: For the fiscal year ending July 31, 2019 $ 50,043 For the fiscal year ending July 31, 2020 46,194 For the fiscal year ending July 31, 2021 42,860 For the fiscal year ending July 31, 2022 37,753 For the fiscal year ending July 31, 2023 30,291 For the fiscal year ending July 31, 2024 and thereafter 181,207 $ 388,348 Of the recorded goodwill of $377,693 at both January 31, 2019 and July 31, 2018, $334,822 relates to the towable recreational vehicle reportable segment and $42,871 relates to the Other non-reportable segment. |
Equity Investment
Equity Investment | 6 Months Ended |
Jan. 31, 2019 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Investment | 8. Equity Investment As discussed in the Company’s fiscal 2018 Form 10-K, thl The Company’s investment in TH2 is accounted for under the equity method of accounting. Additional investments were made in TH2 by both Thor and thl six-month six-month |
Concentration of Risk
Concentration of Risk | 6 Months Ended |
Jan. 31, 2019 | |
Risks and Uncertainties [Abstract] | |
Concentration of Risk | 9. Concentration of Risk One dealer, FreedomRoads, LLC, accounted for 22% of the Company’s consolidated net sales for both of the six-month |
Product Warranties
Product Warranties | 6 Months Ended |
Jan. 31, 2019 | |
Guarantees and Product Warranties [Abstract] | |
Product Warranties | 10. Product Warranties As discussed in the Company’s fiscal 2018 Form 10-K, one-year two-year Changes in our product warranty liabilities during the indicated periods are as follows: Three Months Ended Six Months Ended 2019 2018 2019 2018 Beginning balance $ 271,749 $ 231,999 $ 264,928 $ 216,781 Provision 45,080 63,209 114,847 127,042 Payments (58,960 ) (51,898 ) (121,906 ) (100,513 ) Ending balance $ 257,869 $ 243,310 $ 257,869 $ 243,310 |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jan. 31, 2019 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 11. Long-Term Debt The Company has a five-year credit agreement, which was entered into on June 30, 2016 and matures on June 30, 2021. See Note 12 in the Notes to the Consolidated Financial Statements in our fiscal 2018 Form 10-K six-month The Company recorded charges related to the amortization of the fees incurred to obtain this facility, which are classified as interest expense, of $392 for the three-month periods ended January 31, 2019 and January 31, 2018, and $785 for the six-month This debt facility was terminated on February 1, 2019 and replaced by the new financing obtained in connection with the acquisition of the Erwin Hymer Group as discussed in Note 17 to the Condensed Consolidated Financial Statements. |
Provision for Income Taxes
Provision for Income Taxes | 6 Months Ended |
Jan. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Provision for Income Taxes | 12. Provision for Income Taxes The overall effective income tax rate for the three months ended January 31, 2019 was 389.1%, and the effective income tax rate for the six months ended January 31, 2019 was 74.4%. The effective rates for the periods presented include the effect of the non-deductible non-deductible Within the next 12 months, the Company anticipates a decrease of approximately $4,000 in unrecognized tax benefits, and $900 in accrued interest related to unrecognized tax benefits recorded as of January 31, 2019, from expected settlements or payments of uncertain tax positions and lapses of the applicable statutes of limitations. Actual results may differ from these estimates. Generally, fiscal years 2015 through 2017 remain open for federal income tax purposes, and fiscal years 2013 through 2017 remain open for state and Canadian income tax purposes. The State of Indiana completed an exam of the Company for the fiscal years ended July 31, 2013 through 2015. A formal protest was submitted in response to the exam. The Company is also currently under exam by other state tax authorities for the fiscal years ended July 31, 2015 through 2017. The Company believes it has adequately reserved for its exposure to additional payments for uncertain tax positions related to its state income tax returns in its liability for unrecognized tax benefits. |
Contingent Liabilities, Commitm
Contingent Liabilities, Commitments and Legal Matters | 6 Months Ended |
Jan. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingent Liabilities, Commitments and Legal Matters | 13. Contingent Liabilities, Commitments and Legal Matters The Company’s total commercial commitments under standby repurchase obligations on dealer inventory financing, as discussed in Note 14 to the Consolidated Financial Statements in our fiscal 2018 Form 10-K, As discussed in the Company’s fiscal 2018 Form 10-K, Losses incurred related to repurchase agreements during the six-month The Company is also 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. Based on current conditions, 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. Litigation is, however, inherently uncertain and an adverse outcome from such litigation could have a material effect on the operating results of a particular reporting period. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jan. 31, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | 14. Stockholders’ Equity Stock-Based Compensation Under the Company’s restricted stock unit (“RSU”) program, as discussed in Note 17 in the Notes to the Consolidated Financial Statements in our fiscal 2018 Form 10-K, Total expense recognized in the three-month periods ended January 31, 2019 and January 31, 2018 for these restricted stock unit awards and other stock-based compensation was $4,956 and $4,413, respectively. Total expense recognized in the six-month periods ended January 31, 2019 and January 31, 2018 for these restricted stock unit awards and other stock-based compensation was $9,486 and $8,731, respectively. For the restricted stock units that vested during the six-month . Share Repurchase Program As discussed in the Company’s 2018 Form 10-K, six-month Retained Earnings The components of the change in retained earnings are as follows: Balance as of July 31, 2018 $ 2,022,988 Cumulative effect of the adoption of ASU No. 2014-09, net of tax (5,450 ) Net income 8,536 Dividends declared and paid (41,189 ) Balance as of January 31, 2019 $ 1,984,885 The cumulative effect of the change in accounting principle relates to the adoption of the new revenue recognition standard as discussed in Note 1 to the Condensed Consolidated Financial Statements. The dividends declared and paid total of $41,189 represents the regular quarterly dividend of $0.39 per share for each of the first two quarters of fiscal 2019. |
Foreign Currency Forward Contra
Foreign Currency Forward Contract | 6 Months Ended |
Jan. 31, 2019 | |
Foreign Currency [Abstract] | |
Foreign Currency Forward Contract | 15. Foreign Currency Forward Contract As described in more detail in Note 17 to the Condensed Consolidated Financial Statements, on September 18, 2018, the Company entered into a definitive agreement to acquire the Erwin Hymer Group SE (“Erwin Hymer Group”), the largest RV manufacturer in Europe by revenue. The purchase price was to be paid with a combination of Thor common stock and approximately 1.7 billion Euro in cash, and therefore changes in the Euro/USD exchange rate between the September 18, 2018 agreement date and the closing date could cause the purchase price to fluctuate, affecting the Company’s cash flows. In order to reduce its exposure to foreign currency exchange rate changes in relation to the acquisition of the Erwin Hymer Group, the Company entered into a deal-contingent, foreign currency forward contract on the agreement date in the amount of 1.625 billion Euro. Hedge accounting was not applied to this instrument, and therefore all changes in fair value during the period are reported in current period earnings. The fair value of the foreign currency forward contract, using Level 2 inputs, was $73,707 as of January 31, 2019, and is included as a current liability in the Condensed Consolidated Balance Sheet. The Level 2 inputs used in determining fair value are based on information obtained from third-party sources and include the spot rate and market-forward points. The liability was settled in connection with the close of the Erwin Hymer Group acquisition on February 1, 2019. The Company recognized non-cash six-month |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Jan. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | 16. Revenue Recognition Revenue is recognized as performance obligations under the terms of contracts with customers are satisfied. The Company’s contracts have a single performance obligation of providing the promised goods (recreational vehicles and extruded aluminum components), which is satisfied when control of the goods is transferred to the customer. Dealers do not have a right of return. All warranties provided are assurance-type warranties. For recreational vehicle sales, the Company recognizes revenue when all performance obligations have been satisfied and control of the product is transferred to the dealer in accordance with shipping terms, primarily FOB shipping point. For sales made to dealers financing their purchases under flooring arrangements with banks or finance companies, revenue is not recognized until written or oral financing approval has been received from the floorplan lender. The Company recognizes revenue on credit sales upon product shipment, and sales with cash-on-delivery Revenue from the sale of extruded aluminum components is recognized when all performance obligations have been satisfied and control of the products is transferred to the customer, which is generally upon delivery to the customer’s location. Revenue is measured as the amount of consideration to which the Company expects to be entitled in exchange for the Company’s products. The amount of revenue recognized includes adjustments for any variable consideration, such as sales discounts, sales allowances, promotions, rebates and other sales incentives which are included in the transaction price and allocated to each performance obligation based on the standalone selling price. The Company estimates variable consideration based on the expected value of total consideration to which customers are likely to be entitled to based primarily on historical experience and current market conditions. Included in the estimate is an assessment as to whether any variable consideration is constrained. Revenue estimates are adjusted at the earlier of a change in the expected value of consideration or when the consideration becomes fixed. During the three and six-month Amounts billed to customers related to shipping and handling activities are included in net sales. In adopting ASU No. 2014-09, the Company elected to account for shipping and handling costs as fulfillment activities, and these costs are included in cost of sales. The table below disaggregates revenue to the level that the Company believes best depicts how the nature, amount, timing and uncertainty of the Company’s revenue and cash flows are affected by economic factors. All revenue streams are considered point in time. Three Months Ended January 31, Six Months Ended January 31, 2019 2018 2019 2018 NET SALES: Towables Travel Trailers and Other $ 535,779 $ 829,318 $ 1,297,263 $ 1,822,922 Fifth Wheels 345,785 543,800 863,399 1,168,697 Total Towables 881,564 1,373,118 2,160,662 2,991,619 Motorized Class A 173,488 257,092 400,762 509,515 Class C 182,502 278,853 366,886 565,519 Class B 15,505 23,964 35,045 51,486 Total Motorized 371,495 559,909 802,693 1,126,520 Other, primarily aluminum extruded components 55,114 68,013 128,962 150,932 Intercompany eliminations (17,597 ) (29,480 ) (45,765 ) (65,843 ) Total $ 1,290,576 $ 1,971,560 $ 3,046,552 $ 4,203,228 Other Practical Expedients We do not disclose information about the transaction price allocated to the remaining performance obligations at period end because our contracts generally have original expected durations of one year or less. In addition, we expense when incurred contract acquisition costs, primarily sales commissions, because the amortization period would be one year or less. |
Subsequent Event - Erwin Hymer
Subsequent Event - Erwin Hymer Group Acquisition | 6 Months Ended |
Jan. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | 17. Subsequent Event—Erwin Hymer Group Acquisition On September 18, 2018, the Company and the shareholders of Erwin Hymer Group SE (the “Erwin Hymer Group’) announced that they entered into a definitive agreement for the Company to acquire Erwin Hymer Group (“EHG”). EHG is headquartered in Bad Waldsee, Germany, and is the largest RV manufacturer in Europe, by revenue. The Company entered the definitive agreement with EHG to expand its operations into the growing European market with a long-standing European industry leader. In accordance with the definitive agreement, consideration to be paid to the sellers at closing was to consist of approximately 1.7 billion Euro in cash and equity consisting of approximately 2.3 million shares of the Company. The Company will also assume responsibility for the debt of EHG. On February 1, 2019, the parties closed on this transaction. In connection with the closing, the parties entered into an amendment to the purchase agreement to reflect the exclusion of EHG’s North American operations from the business operations acquired by the Company. As a result, the cash purchase price paid by the Company was reduced by 170 million Euro, and the debt obligations the Company otherwise assumed at closing were reduced by 180 million Euro. At the closing, the Company paid cash consideration of approximately 1.5 billion Euro (approximately $1.7 billion at the exchange rate as of January 31, 2019) and issued 2,256,492 shares of the Company’s common stock to the sellers. The Company also assumed debt of EHG and its affiliates of approximately 315 million Euro (approximately $359 million at the exchange rate as of January 31, 2019), a portion of which was refinanced at closing. The cash consideration paid was funded through a combination of available cash on hand of approximately $95 million and debt financing. The debt financing obtained in connection with the acquisition of EHG consists of two credit facility agreements, a 7 year, $2.1 billion term loan, and a 5 year, $750.0 million asset-based credit facility (ABL). The obligations of the Company under each facility are secured by liens on substantially all of the assets of the Company, and both agreements contain certain customary representations, warranties and covenants of the Company. Subject to earlier termination, the term loan matures on February 1, 2026 and the ABL terminates on February 1, 2024. In connection with the closing of the transaction, the Company borrowed an aggregate amount of approximately $1.386 billion under a United States Dollar denominated term loan tranche, approximately 618 million Euro (approximately $704 million at the exchange rate as of January 31, 2019) under a Euro denominated term loan tranche, and $100 million under the ABL in order to provide funding for, among other things, the cash consideration paid to the EHG shareholders, the refinancing of specified existing EHG indebtedness, and to pay fees and expenses related to the transaction. Under the term loan, both the U.S. and Euro term loan tranches require annual payments of 1.0% of the initial term loan balance, payable quarterly in 0.25% installments. The interest rate on the U.S. portion of the term loan will be at an annual base rate plus 2.75%, or LIBOR plus 3.75%, and the interest rate on the Euro portion will be at EURIBOR plus 4.0%, with interest on both tranches payable quarterly. In addition, the Company must make mandatory prepayments of principal under the term loan agreement upon the occurrence of certain specified events, including certain asset sales, debt issuances and receipt of annual cash flows in excess of certain amounts. The Company may, at its option, prepay any borrowings under the term loan, in whole or in part, at any time without premium or penalty (except in certain circumstances). The Company may add one or more incremental term loan facilities to the term loan, subject to obtaining commitments from any participating lenders and certain other conditions. Ticking fees on the term loan, as defined in the financing commitments, were incurred for the period from December 4, 2018 through January 31, 2019 and totaled approximately $10.7 million. Availability under the ABL agreement is subject to a borrowing base based on a percentage of applicable eligible receivables and eligible inventory. The ABL will carry interest at an annual base rate plus 0.25% to 0.75%, or LIBOR plus 1.25% to 1.75%, based on adjusted excess availability as defined in the ABL agreement, with the applicable base rate and LIBOR margins being stipulated at 0.25% and 1.25%, respectively, for the third quarter of fiscal 2019 per the ABL agreement. This agreement also includes a 0.25% unused facility fee. The Company may, generally at its option, pay any borrowings under the ABL, in whole or in part, at any time and from time to time, without premium or penalty. The ABL also contains a financial covenant, which requires the Company to maintain a consolidated fixed-charge coverage ratio of 1.0X, provided that the covenant is only applicable when adjusted excess availability falls below a certain threshold. Up to $75.0 million of the ABL is available for the issuance of letters of credit, and up to $75.0 million is available for swingline loans. The Company may also increase commitments under the ABL by up to $150.0 million by obtaining additional commitments from lenders and adhering to certain other conditions. The unused availability under the ABL is generally available to the Company for general operating purposes. Costs incurred during the three months ended January 31, 2019 related specifically to this acquisition are included in Acquisition-related costs in the Condensed Consolidated Statements of Income and Comprehensive Income. These costs include the impact of the change in the fair value and likelihood of closing on the foreign currency forward contract of $31,152 discussed in Note 15 above, and $10,907 of other expenses, consisting primarily of ticking fees. Costs incurred during the six months ended January 31, 2019 related specifically to this acquisition totaled $99,148 and include the change in the fair value of the foreign currency forward contract of $73,707 discussed in Note 15 above, and $25,441 of other expenses, consisting primarily of ticking fees and legal, professional and advisory fees related to financial due diligence and preliminary implementation costs, as well as regulatory review costs. Due to the recent timing of the close of the acquisition, the Company has not yet allocated the purchase price to the fair value of the assets acquired and the liabilities assumed at the acquisition date. |
Nature of Operations and Acco_2
Nature of Operations and Accounting Policies (Policies) | 6 Months Ended |
Jan. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | Nature of Operations Thor Industries, Inc. was founded in 1980 and, through its subsidiaries (collectively, the “Company” or “Thor”), currently manufactures a wide range of recreational vehicles (“RVs”) at various manufacturing facilities located primarily in Indiana, with additional facilities in Ohio, Oregon, Idaho and Michigan. These products are sold to independent, non-franchise dealers primarily throughout the United States and Canada. As discussed in more detail in Note 17 to the Condensed Consolidated Financial Statements, on September 18, 2018, the Company entered into a definitive agreement to acquire the Erwin Hymer Group SE (“Erwin Hymer Group”), the largest RV manufacturer in Europe by revenue, and on February 1, 2019 the parties closed on this transaction. Unless the context requires or indicates otherwise, all references to “Thor,” the “Company,” “we,” “our” and “us” refer to Thor Industries, Inc. and its subsidiaries. The July 31, 2018 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, 2018. Due to seasonality within the recreational vehicle industry, among other factors, annualizing the results of operations for the six months ended January 31, 2019 would not necessarily be indicative of the results expected for a full fiscal year. |
Adoption of Revenue Recognition Accounting Standard | Adoption of Revenue Recognition Accounting Standard In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers (Topic 606),” which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. The Company adopted ASU No. 2014-09, and all the related amendments, as of August 1, 2018, using the modified retrospective method related to all contracts as of the date of adoption. The cumulative effect of the adoption was recognized as an increase to accrued promotions and rebates of $7,127, an increase of $1,677 in deferred income tax assets, net and a $5,450 decrease to retained earnings as of August 1, 2018 on the Condensed Consolidated Balance Sheet and as reflected in Note 14 to the Condensed Consolidated Financial Statements. As of and for the three and six-month periods ended January 31, 2019, accrued promotions and rebates increased $773 and $1,506, respectively, on a pre-tax basis and Net sales were reduced by the same amount as a result of the application of this new standard. The comparative financial statements for prior periods have not been adjusted. The adoption impact is a result of a change in the accounting for certain sales incentives, which were historically recorded as a reduction of revenue at the later of the time products were sold or the date the incentive was offered. Upon adoption of ASU No. 2014-09, these incentives are now estimated and recorded at the time of sale, which is primarily upon shipment to customers. This new standard only changes the timing of when these sales incentives are recognized, and does not change the total amount of revenue recognized. The Company did not elect to separately evaluate contract modifications occurring before the adoption date. See Note 16 to the Condensed Consolidated Financial Statements for further discussion of the Company’s revenue recognition policies and practices. |
Other Accounting Pronouncements Not Yet Adopted | Other Accounting Pronouncements Not Yet Adopted In January 2017, the FASB issued ASU No. 2017-04, “Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment,” which eliminates the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge (referred to as Step 2 in the goodwill impairment test). Instead, if the carrying amount of a reporting unit exceeds its fair value, an impairment charge equal to that excess shall be recognized, not to exceed the amount of goodwill allocated to the reporting unit. This ASU is effective for annual and any interim impairment tests for periods beginning after December 15, 2019, with early adoption permitted after January 1, 2017. This ASU is effective for the Company in its fiscal year 2021 beginning on August 1, 2020. The Company is currently evaluating the impact of this ASU on its consolidated financial statements, which will depend on the outcomes of future goodwill impairment tests. In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842),” which provides guidance on the recognition, measurement, presentation, and disclosure of leases. ASU No. 2016-02 requires the recognition of lease assets and lease liabilities by lessees for all leases with terms greater than 12 months. The principal difference from current guidance is that the lease assets and lease liabilities arising from operating leases will be recognized on the Consolidated Balance Sheet. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. Early adoption is permitted. This ASU is effective for the Company in its fiscal year 2020 beginning on August 1, 2019. The Company is currently evaluating the impact that implementing this ASU will have on its consolidated financial statements. |
Business Segments (Tables)
Business Segments (Tables) | 6 Months Ended |
Jan. 31, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information by Segment | Three Months Ended January 31, Six Months Ended January 31, Net sales: 2019 2018 2019 2018 Recreational vehicles Towables $ 881,564 $ 1,373,118 $ 2,160,662 $ 2,991,619 Motorized 371,495 559,909 802,693 1,126,520 Total recreational vehicles 1,253,059 1,933,027 2,963,355 4,118,139 Other 55,114 68,013 128,962 150,932 Intercompany eliminations (17,597 ) (29,480 ) (45,765 ) (65,843 ) Total $ 1,290,576 $ 1,971,560 $ 3,046,552 $ 4,203,228 Three Months Ended January 31, Six Months Ended January 31, Income (loss) before income taxes: 2019 2018 2019 2018 Recreational vehicles Towables $ 34,060 $ 116,728 $ 108,610 $ 275,579 Motorized 17,205 37,538 38,917 75,124 Total recreational vehicles 51,265 154,266 147,527 350,703 Other, net 5,950 5,290 11,860 13,773 Corporate (55,342 ) (18,491 ) (125,997 ) (36,320 ) Total $ 1,873 $ 141,065 $ 33,390 $ 328,156 Total assets: January 31, 2019 July 31, 2018 Recreational vehicles Towables $ 1,541,673 $ 1,654,361 Motorized 474,717 492,830 Total recreational vehicles 2,016,390 2,147,191 Other, net 163,964 167,965 Corporate 549,844 463,509 Total $ 2,730,198 $ 2,778,665 Three Months Ended January 31, Six Months Ended January 31, Depreciation and intangible amortization expense: 2019 2018 2019 2018 Recreational vehicles Towables $ 16,971 $ 17,223 $ 33,602 $ 34,016 Motorized 3,443 2,909 6,879 5,637 Total recreational vehicles 20,414 20,132 40,481 39,653 Other 2,693 2,748 5,267 5,557 Corporate 415 395 832 763 Total $ 23,522 $ 23,275 $ 46,580 $ 45,973 Three Months Ended Six Months Ended Capital acquisitions: 2019 2018 2019 2018 Recreational vehicles Towables $ 14,255 $ 18,821 $ 36,497 $ 36,413 Motorized 2,809 1,754 10,228 14,069 Total recreational vehicles 17,064 20,575 46,725 50,482 Other 287 1,983 2,731 2,593 Corporate 425 7,016 461 8,591 Total $ 17,776 $ 29,574 $ 49,917 $ 61,666 |
Earnings Per Common Share (Tabl
Earnings Per Common Share (Tables) | 6 Months Ended |
Jan. 31, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Common Share | The following table reflects the weighted-average common shares used to compute basic and diluted earnings per common share as included on the Condensed Consolidated Statements of Income and Comprehensive Income: Three Months Ended January 31, Six Months Ended January 31, 2019 2018 2019 2018 Weighted-average shares outstanding for basic earnings per share 52,806,981 52,694,680 52,766,739 52,653,303 Unvested restricted stock units 60,706 166,460 116,906 186,449 Weighted-average shares outstanding assuming dilution 52,867,687 52,861,140 52,883,645 52,839,752 |
Investments and Fair Value Me_2
Investments and Fair Value Measurements (Tables) | 6 Months Ended |
Jan. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets Measured on Recurring Basis | The financial assets that were accounted for at fair value on a recurring basis at January 31, 2019 and July 31, 2018 are as follows: Input Level January 31, 2019 July 31, 2018 Cash equivalents Level 1 $ 148,023 $ 230,319 Deferred compensation plan assets and liabilities Level 1 $ 46,744 $ 43,316 Foreign currency forward contract liability Level 2 $ 73,707 $ — |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jan. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of Major Classifications of Inventories | Major classifications of inventories are as follows: January 31, 2019 July 31, 2018 Finished goods – RV $ 106,225 $ 44,998 Finished goods – other 29,339 35,320 Work in process 118,361 124,703 Raw materials 245,197 258,429 Chassis 107,969 116,308 Subtotal 607,091 579,758 Excess of FIFO costs over LIFO costs (45,249 ) (41,849 ) Total inventories, net $ 561,842 $ 537,909 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 6 Months Ended |
Jan. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, plant and equipment is stated at cost, net of accumulated depreciation, and consists of the following: January 31, 2019 July 31, 2018 Land $ 62,184 $ 57,413 Buildings and improvements 499,252 468,824 Machinery and equipment 211,136 197,294 Total cost 772,572 723,531 Less accumulated depreciation (222,101 ) (201,477 ) Property, plant and equipment, net $ 550,471 $ 522,054 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 6 Months Ended |
Jan. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Components of Amortizable Intangible Assets | The components of amortizable intangible assets are as follows: Weighted-Average Remaining January 31, 2019 July 31, 2018 Life in Years at Cost Accumulated Cost Accumulated Dealer networks/customer relationships 15 $ 404,960 $ 168,000 $ 404,960 $ 147,077 Trademarks 17 146,117 27,907 146,117 24,364 Design technology and other intangibles 7 18,200 10,161 18,200 9,555 Non-compete agreements Less than 1 450 428 450 383 Total amortizable intangible assets $ 569,727 $ 206,496 $ 569,727 $ 181,379 |
Estimated Amortization Expense | Estimated annual amortization expense is as follows: For the fiscal year ending July 31, 2019 $ 50,043 For the fiscal year ending July 31, 2020 46,194 For the fiscal year ending July 31, 2021 42,860 For the fiscal year ending July 31, 2022 37,753 For the fiscal year ending July 31, 2023 30,291 For the fiscal year ending July 31, 2024 and thereafter 181,207 $ 388,348 |
Product Warranties (Tables)
Product Warranties (Tables) | 6 Months Ended |
Jan. 31, 2019 | |
Guarantees and Product Warranties [Abstract] | |
Schedule of Changes in Product Warranty Liabilities | Changes in our product warranty liabilities during the indicated periods are as follows: Three Months Ended Six Months Ended 2019 2018 2019 2018 Beginning balance $ 271,749 $ 231,999 $ 264,928 $ 216,781 Provision 45,080 63,209 114,847 127,042 Payments (58,960 ) (51,898 ) (121,906 ) (100,513 ) Ending balance $ 257,869 $ 243,310 $ 257,869 $ 243,310 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jan. 31, 2019 | |
Equity [Abstract] | |
Schedule of Change in Retained Earnings | The components of the change in retained earnings are as follows: Balance as of July 31, 2018 $ 2,022,988 Cumulative effect of the adoption of ASU No. 2014-09, net of tax (5,450 ) Net income 8,536 Dividends declared and paid (41,189 ) Balance as of January 31, 2019 $ 1,984,885 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 6 Months Ended |
Jan. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregates of Revenue | All revenue streams are considered point in time. Three Months Ended January 31, Six Months Ended January 31, 2019 2018 2019 2018 NET SALES: Towables Travel Trailers and Other $ 535,779 $ 829,318 $ 1,297,263 $ 1,822,922 Fifth Wheels 345,785 543,800 863,399 1,168,697 Total Towables 881,564 1,373,118 2,160,662 2,991,619 Motorized Class A 173,488 257,092 400,762 509,515 Class C 182,502 278,853 366,886 565,519 Class B 15,505 23,964 35,045 51,486 Total Motorized 371,495 559,909 802,693 1,126,520 Other, primarily aluminum extruded components 55,114 68,013 128,962 150,932 Intercompany eliminations (17,597 ) (29,480 ) (45,765 ) (65,843 ) Total $ 1,290,576 $ 1,971,560 $ 3,046,552 $ 4,203,228 |
Nature of Operations and Acco_3
Nature of Operations and Accounting Policies - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jan. 31, 2019 | Jan. 31, 2019 | Aug. 01, 2018 | |
Nature Of Operations And Significant Accounting Policies [Line Items] | |||
Cumulative effect of the change in accounting principle, net of tax | $ (5,450) | $ (5,450) | |
Accounting Standards Update 2014-09 | Retained Earnings | |||
Nature Of Operations And Significant Accounting Policies [Line Items] | |||
Cumulative effect of the change in accounting principle, net of tax | $ (5,450) | ||
Accounting Standards Update 2014-09 | Accrued Promotions and Rebates | |||
Nature Of Operations And Significant Accounting Policies [Line Items] | |||
Cumulative effect of the change in accounting principle, net of tax | 7,127 | ||
Cumulative effect of change on equity or net assets on pre-tax basis | $ 773 | $ 1,506 | |
Accounting Standards Update 2014-09 | Deferred Income Tax Assets | |||
Nature Of Operations And Significant Accounting Policies [Line Items] | |||
Cumulative effect of the change in accounting principle, net of tax | $ 1,677 |
Business Segments - Additional
Business Segments - Additional Information (Detail) | 6 Months Ended |
Jan. 31, 2019Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
Schedule of Segment Reporting I
Schedule of Segment Reporting Information by Segment (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2019 | Jan. 31, 2018 | Jan. 31, 2019 | Jan. 31, 2018 | |
Segment Reporting Information [Line Items] | ||||
Net sales | $ 1,290,576 | $ 1,971,560 | $ 3,046,552 | $ 4,203,228 |
Income (loss) from continuing operations before income taxes | 1,873 | 141,065 | 33,390 | 328,156 |
Operating Segments | Towables | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 881,564 | 1,373,118 | 2,160,662 | 2,991,619 |
Operating Segments | Motorized | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 371,495 | 559,909 | 802,693 | 1,126,520 |
Operating Segments | Recreational vehicles | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 1,253,059 | 1,933,027 | 2,963,355 | 4,118,139 |
Income (loss) from continuing operations before income taxes | 51,265 | 154,266 | 147,527 | 350,703 |
Operating Segments | Recreational vehicles | Towables | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 881,564 | 1,373,118 | 2,160,662 | 2,991,619 |
Income (loss) from continuing operations before income taxes | 34,060 | 116,728 | 108,610 | 275,579 |
Operating Segments | Recreational vehicles | Motorized | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 371,495 | 559,909 | 802,693 | 1,126,520 |
Income (loss) from continuing operations before income taxes | 17,205 | 37,538 | 38,917 | 75,124 |
Corporate and Eliminations | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 55,114 | 68,013 | 128,962 | 150,932 |
Income (loss) from continuing operations before income taxes | 5,950 | 5,290 | 11,860 | 13,773 |
Intercompany Eliminations | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | (17,597) | (29,480) | (45,765) | (65,843) |
Corporate, Non-Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Income (loss) from continuing operations before income taxes | $ (55,342) | $ (18,491) | $ (125,997) | $ (36,320) |
Schedule of Segment Reporting_2
Schedule of Segment Reporting Information, by Segment Balance Sheet Item (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jan. 31, 2019 | Jan. 31, 2018 | Jan. 31, 2019 | Jan. 31, 2018 | Jul. 31, 2018 | |
Segment Reporting Information [Line Items] | |||||
Total assets | $ 2,730,198 | $ 2,730,198 | $ 2,778,665 | ||
Depreciation and amortization expense, total | 23,522 | $ 23,275 | 46,580 | $ 45,973 | |
Capital acquisitions | 17,776 | 29,574 | 49,917 | 61,666 | |
Operating Segments | Recreational vehicles | |||||
Segment Reporting Information [Line Items] | |||||
Total assets | 2,016,390 | 2,016,390 | 2,147,191 | ||
Depreciation and amortization expense, total | 20,414 | 20,132 | 40,481 | 39,653 | |
Capital acquisitions | 17,064 | 20,575 | 46,725 | 50,482 | |
Operating Segments | Recreational vehicles | Towables | |||||
Segment Reporting Information [Line Items] | |||||
Total assets | 1,541,673 | 1,541,673 | 1,654,361 | ||
Depreciation and amortization expense, total | 16,971 | 17,223 | 33,602 | 34,016 | |
Capital acquisitions | 14,255 | 18,821 | 36,497 | 36,413 | |
Operating Segments | Recreational vehicles | Motorized | |||||
Segment Reporting Information [Line Items] | |||||
Total assets | 474,717 | 474,717 | 492,830 | ||
Depreciation and amortization expense, total | 3,443 | 2,909 | 6,879 | 5,637 | |
Capital acquisitions | 2,809 | 1,754 | 10,228 | 14,069 | |
Corporate and Eliminations | |||||
Segment Reporting Information [Line Items] | |||||
Total assets | 163,964 | 163,964 | 167,965 | ||
Depreciation and amortization expense, total | 2,693 | 2,748 | 5,267 | 5,557 | |
Capital acquisitions | 287 | 1,983 | 2,731 | 2,593 | |
Corporate, Non-Segment [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total assets | 549,844 | 549,844 | $ 463,509 | ||
Depreciation and amortization expense, total | 415 | 395 | 832 | 763 | |
Capital acquisitions | $ 425 | $ 7,016 | $ 461 | $ 8,591 |
Schedule of Difference Between
Schedule of Difference Between Basic and Diluted EPS as Result of Restricted Stock Units and Unvested Restricted Stock (Detail) - shares | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2019 | Jan. 31, 2018 | Jan. 31, 2019 | Jan. 31, 2018 | |
Earnings Per Share [Abstract] | ||||
Weighted-average shares outstanding for basic earnings per share | 52,806,981 | 52,694,680 | 52,766,739 | 52,653,303 |
Unvested restricted stock units | 60,706 | 166,460 | 116,906 | 186,449 |
Weighted-average shares outstanding assuming dilution | 52,867,687 | 52,861,140 | 52,883,645 | 52,839,752 |
Earning Per Common Share - Addi
Earning Per Common Share - Additional Information (Detail) - shares | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2019 | Jan. 31, 2018 | Jan. 31, 2019 | Jan. 31, 2018 | |
Earnings Per Share [Abstract] | ||||
Antidilutive stock options, unvested restricted stock units outstanding | 317,234 | 35,149 | 234,756 | 40,921 |
Schedule of Fair Value, Assets
Schedule of Fair Value, Assets Measured on Recurring Basis (Detail) - USD ($) $ in Thousands | Jan. 31, 2019 | Jul. 31, 2018 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 148,023 | $ 230,319 |
Deferred compensation plan assets and liabilities | 46,744 | 43,316 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Foreign currency forward contract liability | $ 73,707 |
Schedule of Major Classificatio
Schedule of Major Classifications of Inventories (Detail) - USD ($) $ in Thousands | Jan. 31, 2019 | Jul. 31, 2018 |
Inventory [Line Items] | ||
Work in process | $ 118,361 | $ 124,703 |
Raw materials | 245,197 | 258,429 |
Chassis | 107,969 | 116,308 |
Subtotal | 607,091 | 579,758 |
Excess of FIFO costs over LIFO costs | (45,249) | (41,849) |
Total inventories, net | 561,842 | 537,909 |
Recreational vehicles | ||
Inventory [Line Items] | ||
Finished products | 106,225 | 44,998 |
Other | ||
Inventory [Line Items] | ||
Finished products | $ 29,339 | $ 35,320 |
Inventories - Additional Inform
Inventories - Additional Information (Detail) - USD ($) $ in Thousands | Jan. 31, 2019 | Jul. 31, 2018 |
Inventory Disclosure [Abstract] | ||
Inventories | $ 607,091 | $ 579,758 |
Subsidiaries valued inventory in last-in, first-out method | 327,097 | 305,990 |
Subsidiaries valued inventory in first-in, first-out method | $ 279,994 | $ 273,768 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Detail) - USD ($) $ in Thousands | Jan. 31, 2019 | Jul. 31, 2018 |
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 772,572 | $ 723,531 |
Less accumulated depreciation | (222,101) | (201,477) |
Net property, plant and equipment | 550,471 | 522,054 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 62,184 | 57,413 |
Building and Building Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 499,252 | 468,824 |
Machinery and Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 211,136 | $ 197,294 |
Property, Plant and Equipment -
Property, Plant and Equipment - Additional Information (Detail) - USD ($) $ in Thousands | Jan. 31, 2019 | Jul. 31, 2018 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | $ 772,572 | $ 723,531 |
Accumulated depreciation | 222,101 | 201,477 |
Assets Held under Capital Leases | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 6,527 | 6,527 |
Accumulated depreciation | $ 2,040 | $ 1,768 |
Components of Amortizable Intan
Components of Amortizable Intangible Assets (Detail) - USD ($) $ in Thousands | 6 Months Ended | |
Jan. 31, 2019 | Jul. 31, 2018 | |
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 569,727 | $ 569,727 |
Accumulated Amortization | $ 206,496 | 181,379 |
Dealer Network/Customer Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Life | 15 years | |
Cost | $ 404,960 | 404,960 |
Accumulated Amortization | $ 168,000 | 147,077 |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Life | 17 years | |
Cost | $ 146,117 | 146,117 |
Accumulated Amortization | $ 27,907 | 24,364 |
Design Technology and Other Intangibles | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Life | 7 years | |
Cost | $ 18,200 | 18,200 |
Accumulated Amortization | $ 10,161 | 9,555 |
Non-Compete Agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Life, Description | Less than 1 | |
Cost | $ 450 | 450 |
Accumulated Amortization | $ 428 | $ 383 |
Estimated Amortization Expense
Estimated Amortization Expense (Detail) $ in Thousands | Jan. 31, 2019USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Estimated annual amortization expense, For the fiscal year ending July 31, 2019 | $ 50,043 |
Estimated annual amortization expense, For the fiscal year ending July 31, 2020 | 46,194 |
Estimated annual amortization expense, For the fiscal year ending July 31, 2021 | 42,860 |
Estimated annual amortization expense, For the fiscal year ending July 31, 2022 | 37,753 |
Estimated annual amortization expense, For the fiscal year ending July 31, 2023 | 30,291 |
Estimated annual amortization expense, For the fiscal year ending July 31, 2024 and thereafter | 181,207 |
Estimated annual amortization expense, Total | $ 388,348 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill - Additional Information (Detail) - USD ($) $ in Thousands | Jan. 31, 2019 | Jul. 31, 2018 |
Intangible Assets And Goodwill [Line Items] | ||
Goodwill | $ 377,693 | $ 377,693 |
Recreational vehicles | Towables | ||
Intangible Assets And Goodwill [Line Items] | ||
Goodwill | 334,822 | 334,822 |
Other | ||
Intangible Assets And Goodwill [Line Items] | ||
Goodwill | $ 42,871 | $ 42,871 |
Equity Investment - Additional
Equity Investment - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jan. 31, 2019 | Jan. 31, 2019 | |
Schedule of Equity Method Investments [Line Items] | ||
Payments to Acquire Interest in Joint Venture | $ 3,500 | |
TH2 | ||
Schedule of Equity Method Investments [Line Items] | ||
Losses from investment | $ 2,216 | 3,699 |
Payments to Acquire Interest in Joint Venture | $ 3,500 | $ 3,500 |
Concentration of Risk - Additio
Concentration of Risk - Additional Information (Detail) - Customer Concentration Risk [Member] - Freedom Roads, LLC | 6 Months Ended | 12 Months Ended | |
Jan. 31, 2019 | Jan. 31, 2018 | Jul. 31, 2018 | |
Net Sales | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 22.00% | 22.00% | |
Accounts Receivable | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 28.00% | 26.00% |
Product Warranties - Additional
Product Warranties - Additional Information (Detail) | 6 Months Ended |
Jan. 31, 2019 | |
Product Warranty One | |
Product Warranty Liability [Line Items] | |
Warranty period for retail customers, years | 1 year |
Product Warranty Two | |
Product Warranty Liability [Line Items] | |
Warranty period for retail customers, years | 2 years |
Schedule of Changes in Product
Schedule of Changes in Product Warranty Liabilities for Continuing Operations (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2019 | Jan. 31, 2018 | Jan. 31, 2019 | Jan. 31, 2018 | |
Product Warranty | ||||
Beginning balance | $ 271,749 | $ 231,999 | $ 264,928 | $ 216,781 |
Provision | 45,080 | 63,209 | 114,847 | 127,042 |
Payments | (58,960) | (51,898) | (121,906) | (100,513) |
Ending balance | $ 257,869 | $ 243,310 | $ 257,869 | $ 243,310 |
Long - Term Debt - Additional I
Long - Term Debt - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jan. 31, 2019 | Jan. 31, 2018 | Jan. 31, 2019 | Jan. 31, 2018 | Jul. 31, 2018 | |
Line of Credit Facility [Line Items] | |||||
Fees to secure the facility, amortized amount | $ 785,000 | $ 785,000 | |||
Revolving Credit Facility [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Line of credit, maturity period | 5 years | ||||
Line of credit, commencement date | Jun. 30, 2016 | ||||
Line of credit, maturity date | Feb. 1, 2019 | ||||
Line of credit, outstanding amount | $ 0 | $ 0 | $ 0 | ||
Line of credit, borrowing availability | 406,327,000 | 406,327,000 | |||
Fees to secure the facility, amortized amount | 392,000 | $ 392,000 | 785,000 | $ 785,000 | |
Revolving Credit Facility [Member] | Other Noncurrent Assets [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Fees to secure the facility, unamortized amount | $ 3,794,000 | $ 3,794,000 | $ 4,579,000 |
Provision for Income Taxes - Ad
Provision for Income Taxes - Additional Information (Detail) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jan. 31, 2019USD ($) | Jan. 31, 2019USD ($) | |
Income Tax Disclosure [Abstract] | ||
Effective income tax rate | 389.10% | 74.40% |
Corporate income tax rate | 21.00% | |
Expected decrease in unrecognized tax benefits due to resolution of uncertain tax positions | $ 4,000 | $ 4,000 |
Expected decrease in interest due to resolution of uncertain tax positions | $ 900 |
Contingent Liabilities, Commi_2
Contingent Liabilities, Commitments and Legal Matters - Additional Information (Detail) - USD ($) $ in Thousands | 6 Months Ended | |
Jan. 31, 2019 | Jul. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Standby repurchase obligations amount | $ 2,587,944 | $ 2,748,465 |
Term of commitments | up to eighteen months | |
Repurchase and guarantee reserve balances | $ 7,124 | $ 7,400 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jan. 31, 2019 | Jan. 31, 2018 | Jan. 31, 2019 | Jan. 31, 2018 | Jun. 19, 2018 | |
Stock Based Compensation And Stockholders Equity [Line Items] | |||||
Total compensation expenses | $ 4,956 | $ 4,413 | $ 9,486 | $ 8,731 | |
Withholding taxes payable | $ 4,418 | 7,657 | |||
Stock repurchase program authorized amount | $ 250,000 | ||||
Stock repurchase program expiration date | Jun. 19, 2020 | ||||
Regular dividend declared per common share | $ 0.39 | ||||
Dividends declared and paid | $ 41,189 | ||||
Restricted Stock Units (RSUs) | |||||
Stock Based Compensation And Stockholders Equity [Line Items] | |||||
Withholding taxes payable | $ 4,418 | $ 7,657 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of change in retained earnings (Detail) - USD ($) $ in Thousands | 6 Months Ended | |
Jan. 31, 2019 | Jan. 31, 2018 | |
Equity [Abstract] | ||
Beginning Balance | $ 2,022,988 | |
Cumulative effect of the adoption of ASU No. 2014-09, net of tax | (5,450) | |
Net income | 8,536 | $ 208,158 |
Dividends declared and paid | (41,189) | |
Ending Balance | $ 1,984,885 |
Foreign Currency Forward Cont_2
Foreign Currency Forward Contract - Additional Information (Detail) $ in Thousands, € in Millions | Sep. 18, 2018EUR (€) | Jan. 31, 2019EUR (€) | Jan. 31, 2019USD ($) | Jan. 31, 2019USD ($) | Jan. 31, 2019USD ($) | Jan. 31, 2019USD ($) | Jul. 31, 2018USD ($) |
Intercompany Foreign Currency Balance [Line Items] | |||||||
Foreign currency forward contract liability | $ 73,707 | ||||||
Erwin Hymer Group | |||||||
Intercompany Foreign Currency Balance [Line Items] | |||||||
Payments to acquire business | € 1,700 | € 1,500 | $ 1,700,000 | ||||
Foreign currency forward contract liability | € | € 1,625 | ||||||
Foreign currency gain (loss) | $ (31,152) | $ (73,707) | |||||
Erwin Hymer Group | Level 2 | |||||||
Intercompany Foreign Currency Balance [Line Items] | |||||||
Foreign currency forward contract liability | $ 73,707 |
Revenue Recognition - Schedule
Revenue Recognition - Schedule of Disaggregates of Revenue (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2019 | Jan. 31, 2018 | Jan. 31, 2019 | Jan. 31, 2018 | |
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 1,290,576 | $ 1,971,560 | $ 3,046,552 | $ 4,203,228 |
Operating Segments | Travel Trailers And Other Towables | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 535,779 | 829,318 | 1,297,263 | 1,822,922 |
Operating Segments | Fifth Wheels Towables | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 345,785 | 543,800 | 863,399 | 1,168,697 |
Operating Segments | Towables | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 881,564 | 1,373,118 | 2,160,662 | 2,991,619 |
Operating Segments | Class A Motorized | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 173,488 | 257,092 | 400,762 | 509,515 |
Operating Segments | Class C Motorized | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 182,502 | 278,853 | 366,886 | 565,519 |
Operating Segments | Class B Motorized | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 15,505 | 23,964 | 35,045 | 51,486 |
Operating Segments | Motorized | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 371,495 | 559,909 | 802,693 | 1,126,520 |
Corporate and Eliminations | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 55,114 | 68,013 | 128,962 | 150,932 |
Intercompany Eliminations | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ (17,597) | $ (29,480) | $ (45,765) | $ (65,843) |
Subsequent Event - Erwin Hyme_2
Subsequent Event - Erwin Hymer Group Acquisition - Additional Information (Detail) $ in Thousands, € in Millions | Feb. 01, 2019EUR (€)shares | Feb. 01, 2019USD ($)shares | Sep. 18, 2018EUR (€)shares | Jan. 31, 2019EUR (€) | Jan. 31, 2019USD ($) | Jan. 31, 2019USD ($) | Jan. 31, 2019USD ($) | Jan. 31, 2019USD ($) | Feb. 01, 2019USD ($) |
Term Loan [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Credit facility term | 7 years | 7 years | |||||||
Amount of debt financing | $ 2,100,000 | ||||||||
Debt facility, maturity date | Feb. 1, 2026 | Feb. 1, 2026 | |||||||
Term Loan [Member] | Us Tranche [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Aggregate amount borrowed under the credit facility | $ 704,000 | $ 704,000 | $ 704,000 | $ 704,000 | |||||
Term Loan [Member] | Us Tranche [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Aggregate amount borrowed under the credit facility | € 618 | 1,386,000 | |||||||
Erwin Hymer Group [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Amount of cash consideration paid | € 1,700 | € 1,500 | 1,700,000 | ||||||
Business acquisition, equity consideration | shares | shares | 2,300,000 | ||||||||
Business acquisition, debt assumed | $ 359,000 | 359,000 | 359,000 | 359,000 | |||||
Other expenses | 10,907 | 25,441 | |||||||
Foreign currency gain (loss) | $ (31,152) | (73,707) | |||||||
Acquisition related costs | $ 99,148 | ||||||||
Erwin Hymer Group [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Business acquisition, equity consideration | shares | shares | 2,256,492 | 2,256,492 | |||||||
Business acquisition, debt assumed | € | € 315 | ||||||||
Cash on hand | $ 95,000 | ||||||||
Business acquisition, amount of reduction in consideration transferred | € | 170 | ||||||||
Business acquisition, amount of reduction in debt obligations | € | € 180 | ||||||||
Erwin Hymer Group [Member] | Term Loan [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Ticking fees | $ 10,700 | ||||||||
Asset Based Credit Facility [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Credit facility term | 5 years | 5 years | |||||||
Amount of debt financing | 750,000 | ||||||||
Debt facility, maturity date | Feb. 1, 2024 | Feb. 1, 2024 | |||||||
Aggregate amount borrowed under the credit facility | 100,000 | ||||||||
Additional commitments available under the credit facility | 150,000 | ||||||||
Asset Based Credit Facility [Member] | Subsequent Event [Member] | Letter of Credit [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Amount of loan available for other purpose | 75,000 | ||||||||
Asset Based Credit Facility [Member] | Subsequent Event [Member] | swing line loans Member [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Amount of loan available for other purpose | $ 75,000 | ||||||||
Asset Based Credit Facility [Member] | LIBOR rate [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Interest rate | 1.25% | 1.25% | |||||||
Asset Based Credit Facility [Member] | Base Rate [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Interest rate | 0.25% | 0.25% | |||||||
Asset Based Credit Facility [Member] | Minimum [Member] | Base Rate [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Interest rate | 0.25% | 0.25% | |||||||
Asset Based Credit Facility [Member] | Maximum [Member] | Base Rate [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Interest rate | 0.75% | 0.75% | |||||||
Asset Based Credit Facility [Member] | Erwin Hymer Group [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Line of credit facility, unused capacity commitment fee percentage | 0.25% | 0.25% | |||||||
Asset Based Credit Facility [Member] | Erwin Hymer Group [Member] | LIBOR rate [Member] | Us Tranche [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Interest rate | 3.75% | 3.75% | |||||||
Asset Based Credit Facility [Member] | Erwin Hymer Group [Member] | EURIBOR rate [Member] | Euro Tranche [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Interest rate | 4.00% | 4.00% | |||||||
Asset Based Credit Facility [Member] | Erwin Hymer Group [Member] | Base Rate [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Interest rate | 2.75% | 2.75% | |||||||
Asset Based Credit Facility [Member] | Erwin Hymer Group [Member] | Minimum [Member] | LIBOR rate [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Line of credit facility, interest rate | 1.25% | 1.25% | |||||||
Asset Based Credit Facility [Member] | Erwin Hymer Group [Member] | Maximum [Member] | LIBOR rate [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Line of credit facility, interest rate | 1.75% | 1.75% | |||||||
Asset Based Credit Facility [Member] | Erwin Hymer Group [Member] | Term Loan [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Line of credit facility, minimum principal payment percentage | 1.00% | ||||||||
Line of credit facility, installment payment percentage | 0.25% | ||||||||
Line of credit, frequency of installment payments | Quarterly |