<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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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.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 93-0768752
------------------------------- -------------------
(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
--------- ---------
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
----- -----------------------
Common stock, par value 8,646,808 shares
$.10 per share
<PAGE> 2
THOR INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
---------------------------
ASSETS
------
<TABLE>
<CAPTION>
(UNAUDITED)
-----------
OCTOBER 31, 1996 JULY 31, 1996
---------------- -------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $6,841,888 $13,061,981
Accounts receivable:
Trade 51,731,273 48,962,786
Other 517,500 811,173
Inventories 66,425,435 63,493,523
Prepaid expenses 3,301,385 3,706,461
--------- ---------
Total current assets 128,817,481 130,035,924
----------- -----------
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
---------- ----------
Total cost 28,366,308 28,372,894
Accumulated depreciation and amortization 11,185,430 11,167,142
---------- ----------
Property, net 17,180,878 17,205,752
---------- ----------
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
--------- ---------
Total other assets 28,269,312 28,642,784
---------- ----------
TOTAL ASSETS $174,267,671 $175,884,460
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
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 2,712,786 2,587,027
--------- ---------
Total current liabilities 49,914,579 55,054,186
---------- ----------
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 104,454,791 99,600,240
Cost of treasury shares 452,439 shares @ 10/31/96;
412,439 shares @ 7/31/96 (6,750,196) (5,815,196)
----------- -----------
Total stockholders' equity 123,350,134 119,158,233
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $174,267,671 $175,884,460
============ ============
</TABLE>
See notes to consolidated financial statements
<PAGE> 3
THOR INDUSTRIES, INC. AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED INCOME
FOR THE THREE MONTHS ENDED OCTOBER 31, 1996 AND 1995
----------------------------------------------------
<TABLE>
<CAPTION>
(UNAUDITED)
-----------
THREE MONTHS ENDED OCTOBER 31
-----------------------------
1996 1995
---- ----
<S> <C> <C>
Net sales $150,496,821 $151,519,205
Cost of products sold 133,806,911 134,885,267
----------- -----------
Gross profit 16,689,910 16,633,938
Selling, general, and
administrative expenses 8,516,984 9,402,684
--------- ---------
Operating income 8,172,926 7,231,254
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 8,582,793 7,468,908
Provision for income taxes 3,467,638 3,056,660
--------- ---------
Net income $5,115,155 $4,412,248
========== ==========
Average common shares outstanding 8,671,591 8,903,725
- --------------------------------- --------- ---------
Earnings per common share $.59 $.50
- ------------------------- ==== ====
Dividends paid per common share $.03 $.03
- ------------------------------- ==== ====
</TABLE>
See notes to consolidated financial statements
<PAGE> 4
THOR INDUSTRIES, INC. AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED CASH FLOWS
FOR THE THREE MONTHS ENDED OCTOBER 31, 1996 AND 1995
----------------------------------------------------
<TABLE>
<CAPTION>
(UNAUDITED)
-----------
1996 1995
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 5,115,155 $ 4,412,248
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
- -------------------------------------------
Accounts receivable (2,474,814) (9,740,539)
Inventories (2,931,912) 396,616
Prepaid expenses and other 213,291 (1,392,909)
Accounts payable (10,941,698) 1,257,062
Accrued liabilities (2,351,992) (2,727,398)
------------ ------------
Net cash used in operating activities (12,251,081) (6,515,696)
- ------------------------------------- ------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant & equipment (534,960) (658,948)
Disposals of property, plant & equipment 4,202 --
------------ ------------
Net cash used in investing activities (530,758) (658,948)
- ------------------------------------- ------------ ------------
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)
------------ ------------
Net cash provided by financing activities 6,289,396 5,869,411
- ------------------------------------------ ------------ ------------
EFFECT OF EXCHANGE RATE CHANGES ON CASH 272,350 159,510
------------ ------------
Net decrease in cash and equivalents (6,220,093) (1,145,723)
Cash and equivalents, beginning of year 13,061,981 6,820,796
------------ ------------
CASH AND EQUIVALENTS, END OF PERIOD $ 6,841,888 $ 5,675,073
============ ============
SUPPLEMENTAL CASH FLOW INFORMATION:
Income taxes paid $ 500,000 $ 26,000
Interest paid 211,733 86,640
</TABLE>
See notes to consolidated financial statements
<PAGE> 5
MANAGEMENT DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
---------------------
Quarter Ended October 31, 1996 vs.
Quarter Ended October 31, 1995
------------------------------
Net sales for the first quarter totaled $150,496,821, down 1.0% from
$151,519,205 in the same period last year. Income before income taxes was
$8,582,793 compared to $7,468,908 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 increased to 11.1% compared to 11.0% last year.
Operating income totaled $8,172,926 up 13% from $7,231,254 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
- ---------------------------------
As of October 31, 1996, Thor had $6,841,888 in cash and cash equivalents,
compared to $13,061,981 on July 31, 1996.
Working capital at October 31, 1996 was $78,902,902 compared to $74,981,738 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.
<PAGE> 6
MANAGEMENT DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
---------------------
(Continued)
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.
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.
<PAGE> 7
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
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 are:
<TABLE>
<CAPTION>
(Unaudited)
-----------
October 31, 1996 July 31, 1996
---------------- -------------
<S> <C> <C>
Raw materials $43,746,189 $47,181,909
Work in process 13,592,155 12,400,652
Finished goods 11,906,293 6,529,164
---------- ---------
Total 69,244,637 66,111,725
Less excess of FIFO costs
over LIFO costs 2,819,202 2,618,202
--------- ---------
Total inventories $66,425,435 $63,493,523
=========== ===========
</TABLE>
PART II
NO REPORTS
<PAGE> 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 thereunto duly authorized.
THOR INDUSTRIES, INC.
(Registrant)
DATE __________________ ______________________________________
Wade F. B. Thompson
Chairman of the Board, President
and Chief Executive Officer
DATE __________________ ______________________________________
Walter L. Bennett
Senior Vice President
Secretary (Chief Accounting Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUL-31-1997
<PERIOD-END> OCT-31-1996
<CASH> 6,841,888
<SECURITIES> 0
<RECEIVABLES> 52,248,773
<ALLOWANCES> 0
<INVENTORY> 66,425,435
<CURRENT-ASSETS> 128,817,481
<PP&E> 28,366,308
<DEPRECIATION> 11,185,430
<TOTAL-ASSETS> 174,267,671
<CURRENT-LIABILITIES> 49,914,579
<BONDS> 0
<COMMON> 909,925
0
0
<OTHER-SE> 122,440,209
<TOTAL-LIABILITY-AND-EQUITY> 174,267,671
<SALES> 150,496,821
<TOTAL-REVENUES> 150,496,821
<CGS> 133,806,911
<TOTAL-COSTS> 142,323,895
<OTHER-EXPENSES> (384,962)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 211,733
<INCOME-PRETAX> 8,582,793
<INCOME-TAX> 3,467,638
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,115,155
<EPS-PRIMARY> .59
<EPS-DILUTED> 0
</TABLE>
