1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
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QUARTERLY REPORT UNDER SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR QUARTER ENDED October 31, 1996 COMMISSION FILE NUMBER 1-9235
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THOR INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 93-0768752
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(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
419 West Pike Street, Jackson Center, OH 45334
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (937) 596-6849
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Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
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Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at 10/31/96
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Common stock, par value 8,646,808 shares
$.10 per share
2
THOR INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(AS RESTATED, SEE NOTE #3)
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ASSETS
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(UNAUDITED)
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OCTOBER 31, 1996 JULY 31, 1996
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Current assets:
Cash and cash equivalents $6,161,546 $12,737,778
Accounts receivable:
Trade 50,915,970 48,147,482
Other 517,500 811,173
Inventories 65,307,184 62,566,455
Prepaid expenses 3,301,385 3,706,461
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Total current assets 126,203,585 127,969,349
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Property:
Land 1,255,594 1,212,024
Buildings and improvements 12,313,369 11,978,857
Machinery and equipment 14,797,345 15,182,013
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Total cost 28,366,308 28,372,894
Accumulated depreciation and amortization 11,185,430 11,167,142
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Property, net 17,180,878 17,205,752
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Other assets:
Goodwill 15,016,301 15,175,617
Non compete 4,672,240 4,912,964
Trademarks 2,777,501 2,858,835
Other 5,803,270 5,695,368
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Total other assets 28,269,312 28,642,784
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TOTAL ASSETS $171,653,775 $173,817,885
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LIABILITIES AND STOCKHOLDERS' EQUITY
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Current liabilities:
Accounts payable $16,959,906 $27,901,604
Line of credit 14,000,000 6,515,000
Accrued liabilities:
Taxes 2,818,209 --
Compensation and related items 6,969,195 11,704,885
Product warranties 6,454,483 6,345,670
Other 1,643,278 1,739,731
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Total current liabilities 48,845,071 54,206,890
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Other liabilities 1,002,958 1,672,041
Stockholders' equity:
Common stock - authorized 10,000,000 shares;
issued 9,099,247 shares @ 10/31/96 and 9,099,247
shares @ 7/31/96; par value of $.10 per share 909,925 909,925
Additional paid in capital 25,105,120 25,105,120
Foreign currency translation (369,506) (641,856)
Retained earnings 102,910,403 98,380,961
Cost of treasury shares 452,439 shares @ 10/31/96;
412,439 shares @ 7/31/96 (6,750,196) (5,815,196)
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Total stockholders' equity 121,805,746 117,938,954
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $171,653,775 $173,817,885
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See notes to consolidated financial statements
3
THOR INDUSTRIES, INC. AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED INCOME
FOR THE THREE MONTHS ENDED OCTOBER 31, 1996 AND 1995
(AS RESTATED, SEE NOTE #3)
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(UNAUDITED)
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THREE MONTHS ENDED OCTOBER 31
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1996 1995
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Net sales $150,496,821 $151,519,204
Cost of products sold 134,354,231 135,209,923
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Gross profit 16,142,590 16,309,281
Selling, general, and
administrative expenses 8,516,984 9,402,684
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Operating income 7,625,606 6,906,597
Interest income 236,638 241,726
Interest expense (211,733) (86,640)
Other income 384,962 82,568
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Income before income taxes 8,035,473 7,144,251
Provision for income taxes 3,245,426 2,923,551
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Net income $4,790,047 $4,220,700
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Average common shares outstanding 8,671,591 8,903,725
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Earnings per common share $.55 $.47
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Dividends paid per common share $.03 $.03
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See notes to consolidated financial statements
4
THOR INDUSTRIES, INC. AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED CASH FLOWS
FOR THE THREE MONTHS ENDED OCTOBER 31, 1996 AND 1995
(AS RESTATED, SEE NOTE #3)
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(UNAUDITED)
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1996 1995
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $4,790,047 $4,220,700
Adjustments to reconcile net income to net cash
used in operating activities:
Depreciation 579,515 562,849
Amortization 541,374 716,375
Changes in non cash assets and liabilities
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Accounts receivable (2,474,816) (10,049,784)
Inventories (2,740,729) 743,221
Prepaid expenses and other 213,291 (1,392,909)
Accounts payable (10,941,698) 1,257,062
Accrued liabilities (2,574,204) (2,860,507)
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Net cash used in operating activities (12,607,220) (6,802,993)
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CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant & equipment (534,960) (658,948)
Disposals of property, plant & equipment 4,202 --
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Net cash used in investing activities (530,758) (658,948)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Cash dividends (260,604) (267,180)
Net proceeds from line of credit 7,485,000 6,400,000
Purchase of treasury stock (935,000) (263,409)
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Net cash provided by financing activities 6,289,396 5,869,411
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EFFECT OF EXCHANGE RATE CHANGES ON CASH 272,350 159,510
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Net decrease in cash and equivalents (6,576,232) (1,433,020)
Cash and equivalents, beginning of year 12,737,778 6,820,796
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CASH AND EQUIVALENTS, END OF PERIOD $6,161,546 $5,387,776
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SUPPLEMENTAL CASH FLOW INFORMATION:
Income taxes paid $500,000 $26,000
Interest paid 211,733 86,640
See notes to consolidated financial statements
5
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(AS RESTATED, SEE NOTE #3)
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1. The accompanying consolidated financial statements, which are unaudited,
reflect all adjustments consisting of only normal recurring adjustments,
which are, in the opinion of management, necessary to present fairly the
consolidated operating results for such unaudited periods.
2. Major classifications of inventories (as restated) are:
(Unaudited)
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October 31, 1996 July 31, 1996
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Raw materials $42,627,938 $46,254,841
Work in process 13,592,155 12,400,652
Finished goods 11,906,293 6,529,164
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Total 68,126,386 65,184,657
Less excess of FIFO costs
over LIFO costs 2,819,202 2,618,202
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Total inventories $65,307,184 $62,566,455
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3. During April 1998, the Company's management determined that the accounting
records at the General Coach - Brown City location were incorrectly stated
for all periods subsequent to July 31, 1995. The balances specifically
affected were cash, accounts receivable, inventory, accrued liabilities,
cost of products sold and the provision for taxes. As a result, the
Company's financial statements as of October 31, 1996 and July 31,1996 and
for the three months ended October 31, 1996 and October 31, 1995 have been
restated from the amounts previously reported to correct the cash,
accounts receivable, inventory, other accrued liabilities, and its related
effect on earnings.
The effects of the restatement are as follows:
Three Months Ended October 31, 1996 Three Months Ended October 31, 1995
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As Previously As As Previously As
Reported Restated Reported Restated
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Net Sales $150,496,821 $150,496,821 $151,519,205 $151,519,204
Cost of Products Sold 133,806,911 134,354,231 134,885,267 135,209,923
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Gross Profit 16,689,910 16,142,590 16,633,938 16,309,281
Selling General and
Administrative Exp. 8,516,984 8,516,984 9,402,684 9,402,684
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Operating Income 8,172,926 7,625,606 7,231,254 6,906,597
Other Income(Expense) 409,867 409,867 237,654 237,654
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Income before Tax 8,582,793 8,035,473 7,468,908 7,144,251
Provision for Taxes 3,467,638 3,245,426 3,056,660 2,923,551
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Net Income $5,115,155 $4,790,047 $4,412,248 $4,220,700
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Earnings Per
Common Share $.59 $.55 $.50 $.47
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6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(AS RESTATED, SEE NOTE #3)
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The effects of the restatement are as follows (Continued):
October 31, 1996 July 31, 1996
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As Previously As As Previously As
Reported Restated Reported Restated
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Cash & Cash Equivalents $6,841,888 $6,161,546 $13,061,981 $12,737,778
Accounts Receivable 51,731,273 50,915,970 48,962,786 48,147,482
Other Receivables 517,500 517,500 811,173 811,173
Inventories 66,425,435 65,307,184 63,493,523 62,566,455
Prepaid Exp. & Other 3,301,385 3,301,385 3,706,461 3,706,461
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Total Current Assets 128,817,481 126,203,585 130,035,924 127,969,349
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Property, Plant & Eq.(Net) 17,180,878 17,180,878 17,205,752 17,205,752
Other Assets 28,269,312 28,269,312 28,642,784 28,642,784
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Total Assets 174,267,671 171,653,775 175,884,460 173,817,885
=========== =========== =========== ===========
Accounts Payable 16,959,906 16,959,906 27,901,604 27,901,604
Line of Credit 14,000,000 14,000,000 6,515,000 6,515,000
Accrued Liabilities 18,954,673 17,885,165 20,637,582 19,790,286
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Total Current Liabilities 49,914,579 48,845,071 55,054,186 54,206,890
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Other liabilities 1,002,958 1,002,958 1,672,041 1,672,041
Total stockholders' equity 123,350,134 121,805,746 119,158,233 117,938,954
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Total Liabilities & Equity $174,267,671 $171,653,775 $175,884,460 $173,817,885
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7
MANAGEMENT DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(AS RESTATED, SEE NOTE #3)
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Quarter Ended October 31, 1996 vs.
Quarter Ended October 31, 1995
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Net sales for the first quarter totaled $150,496,821, down 1.0% from
$151,519,204 in the same period last year. Income before income taxes was
$8,035,473 compared to $7,144,251 in the same period last year. This increase
was primarily due to reduction in selling, general and administrative expenses.
In general, the Company did not adjust its sales prices during the first quarter
of fiscal 1997.
Recreational vehicle revenues of $117,568,811 were 5.8% lower than last year and
were 78.1% of total company revenues compared to 82.4% last year. Bus revenues
of $32,928,010 were 23.4% higher than last year and were 21.9% of total company
revenues compared to 17.6% last year.
Manufacturing gross profit decreased to 10.7% compared to 10.8% last year.
Operating income totaled $7,625,606 up 10.4% from $6,906,597 in the same period
last year. Selling, general and administrative expenses decreased to $8,516,984,
5.7% of sales, from $9,402,684, 6.2% of sales, primarily due to an adjustment of
$669,000 to deferred compensation.
Interest income decreased by $5,088 and interest expense increased by $125,093.
This increase in interest expense was due primarily to additional borrowing for
increases in accounts receivable, inventories, and purchase of 40,000 shares of
treasury stock.
The combined income tax rate was 40.4% compared to 40.9% last year.
Financial Condition and Liquidity
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As of October 31, 1996, Thor had $6,161,546 in cash and cash equivalents,
compared to $12,737,778 on July 31, 1996.
Working capital at October 31, 1996 was $77,358,514 compared to $73,762,459 at
July 31, 1996. Inventory valued at current cost at October 31, 1996 exceeded the
LIFO inventory by $2,819,202.
At October 31, 1996, the Company had a $25,000,000 revolving line of credit with
Harris Trust and Savings Bank and Bank One. The amount borrowed under this line
as of October 31, 1996 was $14,000,000. The loan agreement contains certain
covenants, including restrictions on additional indebtedness, and the Company
must maintain certain financial ratios. The line of credit bears interest at
negotiated rates below prime and expires on November 29, 1996. The Company had
no long term debt as of October 31, 1996. Amortization of intangibles decreased
from $716,375 at October 31, 1995, to $541,374 at October 31, 1996 due to
certain intangibles being fully amortized.
During the first quarter of fiscal 1997, Thor purchased 40,000 shares of its
common stock, increasing treasury stock by $935,000.
On October 17, 1996, Thor Industries, Inc. filed with the Securities and
Exchange Commission schedule 13 E4, Issuer Tender Offer Statement, announcing an
offer to purchase up to 500,000 shares of its common stock at a price not
greater than $26 nor less than $24 per share, net to the seller. The Company
will select the lowest per share price that will allow the Company to buy up to
500,000 shares (or such lesser number as are properly tendered and not
withdrawn) upon the terms and subject to the conditions set forth in the Offer
to Purchase dated October 17, 1996.
8
MANAGEMENT DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(AS RESTATED, SEE NOTE #3)
--------------------------
(Continued)
On November 14, 1996 Thor announced an extension of its Offer to Purchase to
12:00 midnight, New York City time, to Thursday, November 21, 1996. On Friday,
November 22, 1996, Thor announced the results of its Offer to Purchase
indicating 503,319 shares were tendered and not withdrawn at prices of $24 3/4
per share or lower. Purchase of said shares commenced on November 22, 1996 and
were expected to be completed prior to 11/30/96.
The source of funds used for the purchase was Thor's line of credit which was
increased on November 22, 1996 to $30,000,000 under the same terms and
conditions as the expiring $25,000,000 line of credit. This new line of credit
expires on November 30, 1997.
The Company believes that internally generated funds and the revolving credit
agreement already in place will be sufficient to meet current operating needs
and anticipated capital requirements. The Company does not anticipate
significant capital expenditures for fiscal 1997.
PART II
NO REPORTS
9
SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
THOR INDUSTRIES, INC.
(Registrant)
DATE June 9, 1998 (Signed) /s/ Wade F. B. Thompson
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Wade F. B. Thompson, Chairman of the Board,
President and Chief Executive Officer
DATE June 9, 1998 (Signed) /s/ Walter L. Bennett
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Walter L. Bennett, Senior Vice President,
Secretary (Chief Accounting Officer)