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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
AMENDMENT NO. 1
TO
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): NOVEMBER 9, 2001
THOR INDUSTRIES, INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 1-9235 93-0768752
(State or Other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
419 W. Pike Street, Jackson Center, Ohio 45334-0629
(ADDRESS OF PRINCIPAL (ZIP CODE)
EXECUTIVE OFFICES)
Registrant's telephone number, including area code (937) 596-6849
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This Amendment No. 1 on Form 8-K/A (this "Amendment") is being filed by
Thor Industries, Inc., a Delaware corporation ("Thor" or the "Registrant"), to
amend Item 7 of the Registrant's Current Report on Form 8-K dated November 9,
2001, filed with the Securities and Exchange Commission (the "SEC") on November
13, 2001 (the "Initial Report"). This Amendment and the Initial Report relate to
the merger (the "Merger") of Keystone RV Company, an Indiana corporation
("Keystone"), with and into Thor Acquisition Corp., a Delaware corporation and a
wholly-owned subsidiary of the Registrant. Pursuant to the instructions to Item
7 of Form 8-K, the Registrant is filing this Amendment (not later than 60 days
after the date that the Initial Report was required to be filed) in order to
include the historical financial information with respect to Keystone and the
pro forma financial information required with respect to the acquisition of
Keystone. Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as
amended, the complete text of Item 7, as amended, is set forth below.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired
Audited financial statements of Keystone for the years ended December
31, 2000, 1999 and 1998 and unaudited financial statements of Keystone for the
nine months ended September 30, 2001 and 2000 are filed herewith as Exhibit
99.2 and incorporated herein by reference.
(b) Pro Forma Financial Information
THOR INDUSTRIES, INC. UNAUDITED PRO FORMA COMBINED
CONDENSED FINANCIAL INFORMATION
The following tables summarize, under the purchase method of
accounting, selected unaudited pro forma combined condensed statement of
operations data for the year ended July 31, 2001, as if the acquisition by Thor
of Keystone had been completed on August 1, 2000 and selected unaudited pro
forma combined condensed balance sheet data as of July 31, 2001 as if the
acquisition had been completed on that date. The information set forth below
should be read in conjunction with the respective audited and unaudited
financial statements of Thor and Keystone included or incorporated by reference
in this document. This selected unaudited pro forma combined condensed
information is included only for the purposes of illustration, and it does not
necessarily indicate what the operating results or financial position of Thor
would have been if the acquisition of Keystone had been completed on the dates
indicated. The pro forma allocation of the purchase price to the acquired
assets and liabilities of Keystone is based on management's best estimate of
the respective fair values of such assets and liabilities. However, such
allocation is preliminary and is subject to the completion of a more
comprehensive valuation process. Accordingly, the final allocation of the
purchase price could differ materially from the pro forma allocation reflected
herein if materially different fair value information is obtained. Based on
management's best estimates, the purchase price is expected to exceed the fair
value of the tangible and identifiable intangible assets of Keystone. Moreover,
this selected unaudited pro forma combined condensed financial information does
not necessarily indicate what the future operating results or financial
position of the combined company will be.
1
The consideration paid by Thor to acquire Keystone consisted of
approximately $81.4 million in cash and 2,220,727 shares of Thor's common stock.
The consideration is subject to adjustment following the completion of audited
financial statements of Keystone as of November 9, 2001.
The unaudited pro forma combined condensed balance sheet of Thor at
July 31, 2001 assumes that the acquisition took place on that date. The
unaudited pro forma combined condensed statement of operations of Thor for the
year ended July 31, 2001 assumes that the acquisition took place on August 1,
2000. The unaudited pro forma combined condensed balance sheet combines the July
31, 2001 balance sheet of Thor and the September 30, 2001 balance sheet of
Keystone. The unaudited pro forma combined condensed statement of operations
reflects the twelve months ended July 31, 2001 for Thor and the twelve months
ended September 30, 2001 for Keystone.
The following unaudited pro forma combined condensed financial
information has been prepared under the rules set forth in two new financial
accounting statements of the Financial Accounting Standards Board. SFAS No. 141
establishes new criteria for determining whether intangible assets should be
recognized separately from goodwill. Thor's acquisition of Keystone has been
accounted for under the provisions of SFAS No. 141. SFAS No. 142 is effective
for fiscal years beginning after December 15, 2001; however, companies with
fiscal years beginning after March 15, 2001 may elect to adopt the statement
early. Thor elected to adopt SFAS No. 142 on August 1, 2001. SFAS No. 142
provides that goodwill and intangible assets with indefinite lives will not be
amortized, but rather will be tested for impairment on an annual basis. Thor
expects the adoption of SFAS No. 142 will reduce annual amortization expense in
fiscal 2002 for goodwill and trademarks by approximately $513,000 and $175,000,
respectively.
2
THOR INDUSTRIES, INC.
UNAUDITED PRO FORMA COMBINED CONDENSED BALANCE SHEET
JULY 31, 2001
(in thousands)
THOR
PRO FORMA PRO FORMA
THOR KEYSTONE ADJUSTMENTS COMBINED
ASSETS:
Cash and cash equivalents $ 60,059 $ 2,718 $ (61,776)(a) $ 1,001
Investments-short term 47,134 (15,565)(a) 31,569
Accounts receivable 46,175 30,812 76,987
Other receivables 1,341 1,063 2,404
Inventories 80,286 15,024 95,310
Deferred income taxes and other current assets 2,970 4,164 7,134
---------- --------- --------- --------
Current assets 237,965 53,781 (77,341) 214,405
Property, net 46,936 3,359 50,295
Joint ventures 2,192 2,192
Investments available-for-sale 5,406 5,406
Goodwill, net 10,378 1,449 115,844 (b) 127,671
Non compete agreements 525 4,500 (c) 5,025
Trademarks 1,670 7,000 (d) 8,670
Other assets 3,995 254 4,249
---------- -------- --------- --------
Total assets $ 309,067 $ 58,843 $50,003 $417,913
========== ========= ========= ========
LIABILITIES, PREFERRED STOCK AND SHAREHOLDERS' EQUITY:
Accounts payable $ 57,291 $ 16,817 $ 74,108
Line of credit 4,086 (e) 4,086
Accrued compensation 11,631 2,193 13,824
Accrued product warranties 12,542 8,190 20,732
Accrued taxes 496 9,323 9,819
Accrued other 5,308 2,575 7,883
---------- --------- --------- --------
Current liabilities 87,268 39,098 4,086 130,452
Other long-term obligations 1,477 1,477
Deferred income taxes 376 171 4,020 (f) 4,567
Series A redeemable preferred stock 12,015 (12,015) (g) --
Series B convertible preferred stock 50,847 (50,847) (g) --
Shareholders' equity (deficit) 219,946 (43,288) 104,759 (g) 281,417
---------- --------- --------- --------
Total liabilities, preferred stock and
shareholders' equity $ 309,067 $ 58,843 $ 50,003 $417,913
========== ========= ========= ========
See accompanying Notes to Unaudited Pro Forma Combined Condensed Balance Sheet.
3
THOR INDUSTRIES, INC.
NOTES TO UNAUDITED PRO FORMA
COMBINED CONDENSED BALANCE SHEET
PRO FORMA ADJUSTMENTS TO THE BALANCE SHEET
Following is a summary of the estimated aggregate purchase price (in thousands):
Fair value of Thor common stock issued to Keystone
securityholders $ 61,471
Payment to or on behalf of Keystone securityholders 81,427
---------
Total purchase price $ 142,898
=========
The fair value of common stock was based on 2,220,727 shares of common
stock of which 1,354,560 shares are restricted as to resale. The
restrictions on 671,040 shares lapse 20% a year over five years commencing
on November 9, 2002. The restrictions on 683,520 shares lapse 20% a year
over five years commencing on November 9, 2004. The value of the
unrestricted shares, at $33.88 a share, is based on the average market
price of the common stock over the two day period before and after the
terms of the acquisition were agreed to and announced. The average value
of the restricted shares is based on an independent appraisal at $23.72 a
share.
The estimated pro forma allocation of the purchase price is as follows (in
thousands):
Keystone's historical assets and liabilities, net $ 19,574
Adjustment of Keystone's historical assets and liabilities to fair value 7,480
New goodwill associated with Thor's acquisition of Keystone 117,293
Elimination of Keystone's historical goodwill (1,449)
---------
Total purchase price $ 142,898
=========
(a) Represents the cash payments at closing to or on behalf of former Keystone
securityholders. Payments to or on behalf of securityholders of $81.4
million, net of borrowings under the line of credit of $4.1 million, were
$77.3 million. The cash payment of $77.3 million was allocated to cash and
cash equivalents and investments-short term.
(b) Represents the adjustment of goodwill associated with the acquisition of
Keystone by Thor and the elimination of Keystone's historical goodwill
balance.
(c) Represents the adjustment to fair value of Keystone's identifiable
intangible assets associated with non-compete agreements. The value of the
non-compete agreements was based on an independent appraisal and will be
amortized over seven to ten years.
(d) Represents the adjustment to fair value of Keystone's identifiable
intangible assets associated with trademarks. The value of the trademarks
was based on an independent appraisal and is not subject to amortization
because the trademarks have indefinite lives.
(e) Represents the additional borrowings associated with the cash payments to
or on behalf of former Keystone securityholders.
(f) Represents the adjustment of deferred income taxes associated with the
allocation of the purchase price noted at Notes (b) through (d) above.
(g) Represents the elimination of Keystone's shareholders' equity and preferred
stock and the issuance of shares of Thor common stock in exchange for
Keystone's securities and the cancellation of options to purchase Keystone
stock.
4
THOR INDUSTRIES, INC.
UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS
YEAR ENDED JULY 31, 2001
(in thousands, except share and per share data)
THOR
PRO FORMA PRO FORMA
THOR KEYSTONE ADJUSTMENTS COMBINED
Net sales $ 826,931 $ 380,210 $ $ 1,207,141
Cost of products sold 731,608 336,029 1,067,637
----------- --------- ---------- -----------
Gross profit 95,323 44,181 -- 139,504
Selling, general and administrative expenses 54,977 18,562 579 (a) 74,118
----------- --------- ---------- -----------
Earnings from operations 40,346 25,619 (579) 65,386
Interest income 3,876 46 3,922
Interest expense (771) (821) (116) (b) (1,708)
Amortization of intangibles (1,346) (107) 107 (c) (1,346)
Other revenues (expense) - net 1,182 (36) 1,146
----------- ---------- ---------- -----------
Earnings from continuing operations before income taxes 43,287 24,701 (588) 67,400
Income taxes 16,565 9,971 (235) (d) 26,301
----------- --------- ---------- -----------
Earnings from continuing operations $ 26,722 $ 14,730 $ (353) $ 41,099
=========== ========= ========== ===========
Earnings per share from continuing operations - basic $ 2.24 $ 2.91
Earnings per share from continuing operations -
assuming dilution $ 2.23 $ 2.90
Weighted average number of common shares outstanding - basic 11,903,800 2,220,727 (e) 14,124,527
Weighted average number of common shares outstanding -
assuming dilution 11,962,554 2,220,727 (e) 14,183,281
See accompanying Notes to Unaudited Pro Forma Combined Condensed Statement of
Operations.
5
THOR INDUSTRIES, INC.
NOTES TO UNAUDITED PRO FORMA COMBINED
CONDENSED STATEMENT OF OPERATIONS
PRO FORMA ADJUSTMENTS TO STATEMENT OF OPERATIONS
(a) Represents the effect of increasing amortization of identifiable
intangibles based on the adjustment of such assets to fair value.
(b) Represents an increase to interest expense, at Thor's current borrowing
rate of 2.85%, as a result of the borrowings under Thor's line of credit to
fund the payments to or on behalf of former Keystone securityholders. An
increase of 1/8% of the borrowing interest rate would not have a material
impact on annual interest expense.
(c) Represents the elimination of Keystone's historical goodwill amortization
expense. Under the accounting rules set forth in SFAS No. 142, goodwill is
not amortized, other than in connection with an impairment.
(d) Represents the aggregate pro forma income tax effect at 40% of items at
Notes (a) through (c) above.
(e) The pro forma earnings per share from continuing operations has been
adjusted to reflect the issuance of 2,220,727 shares of Thor common stock
to former Keystone securityholders.
6
(c) Exhibits
10.1 Agreement and Plan of Merger, dated as of November 9, 2001, by and among
Thor Industries, Inc., Thor Acquisition Corp., Keystone RV Company and
certain securityholders of Keystone RV Company named therein.*(1)
10.2 Registration Rights Agreement, dated as of November 9, 2001, by and among
Thor Industries, Inc. and certain holders of shares of capital stock of
Thor Industries, Inc.*
10.3 Stock Restriction Agreement, dated as of November 9, 2001, by and among
Thor Industries, Inc. and certain holders of shares of capital stock of
Thor Industries, Inc.*
10.4 Non-Competition Agreement, dated as of November 9, 2001, by and between
Thor Industries, Inc. and H. Coleman Davis, III.*
10.5 Non-Competition Agreement, dated as of November 9, 2001, by and between
Thor Industries, Inc. and Ronald Fenech.*
10.6 Non-Competition Agreement, dated as of November 9, 2001, by and between
Thor Industries, Inc. and William Fenech.*
10.7 Non-Competition Agreement, dated as of November 9, 2001, by and between
Thor Industries, Inc. and Robert Gaff, Jr.*
10.8 Non-Competition Agreement, dated as of November 9, 2001, by and between
Thor Industries, Inc. and Kim Price.*
10.9 Non-Competition Agreement, dated as of November 9, 2001, by and between
Thor Industries, Inc. and Tonja Lucchese.*
23.1 Consent of Ernst & Young LLP.**
23.2 Consent of McGladrey & Pullen, LLP.**
99.1 Press Release of Thor Industries, Inc., dated November 12, 2001.*
99.2 Audited financial statements of Keystone RV Company for the years ended
December 31, 2000, 1999 and 1998 and unaudited financial statements of
Keystone RV Company for the nine months ended September 30, 2001 and
2000.**
- -----------
* Previously filed as an exhibit to the Current Report of Thor Industries, Inc.
on Form 8-K, dated November 9, 2001.
7
** Filed herewith.
(1) The schedules, exhibits and annexes to the Agreement and Plan of Merger
have been omitted pursuant to Item 601(b)(2) of Regulation S-K and will
be supplementally provided to the Securities and Exchange Commission upon
request.
8
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
Thor Industries, Inc.
(Registrant)
Date: December 3, 2001 /s/ Walter L. Bennett
-----------------------------
Name: Walter L. Bennett
Title: Chief Financial Officer
9
INDEX OF EXHIBITS
10.1 Agreement and Plan of Merger, dated as of November 9, 2001, by and among
Thor Industries, Inc., Thor Acquisition Corp., Keystone RV Company and
certain securityholders of Keystone RV Company named therein.*(1)
10.2 Registration Rights Agreement, dated as of November 9, 2001, by and among
Thor Industries, Inc. and certain holders of shares of capital stock of
Thor Industries, Inc.*
10.3 Stock Restriction Agreement, dated as of November 9, 2001, by and among
Thor Industries, Inc. and certain holders of shares of capital stock of
Thor Industries, Inc.*
10.4 Non-Competition Agreement, dated as of November 9, 2001, by and between
Thor Industries, Inc. and H. Coleman Davis, III.*
10.5 Non-Competition Agreement, dated as of November 9, 2001, by and between
Thor Industries, Inc. and Ronald Fenech.*
10.6 Non-Competition Agreement, dated as of November 9, 2001, by and between
Thor Industries, Inc. and William Fenech.*
10.7 Non-Competition Agreement, dated as of November 9, 2001, by and between
Thor Industries, Inc. and Robert Gaff, Jr.*
10.8 Non-Competition Agreement, dated as of November 9, 2001, by and between
Thor Industries, Inc. and Kim Price.*
10.9 Non-Competition Agreement, dated as of November 9, 2001, by and between
Thor Industries, Inc. and Tonja Lucchese.*
23.1 Consent of Ernst & Young LLP.**
23.2 Consent of McGladrey & Pullen, LLP.**
99.1 Press Release of Thor Industries, Inc., dated November 12, 2001.*
99.2 Audited financial statements of Keystone RV Company for the years ended
December 31, 2000, 1999 and 1998 and unaudited financial statements of
Keystone RV Company for the nine months ended September 30, 2001 and
2000.**
- -----------
* Previously filed as an exhibit to the Current Report of Thor Industries, Inc.
on Form 8-K, dated November 9, 2001.
** Filed herewith.
(1) The schedules, exhibits and annexes to the Agreement and Plan of Merger
have been omitted pursuant to Item 601(b)(2) of Regulation S-K and will
be supplementally provided to the Securities and Exchange Commission upon
request.