<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
-----------
QUARTERLY REPORT UNDER SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR QUARTER ENDED April 30, 1996 COMMISSION FILE NUMBER 1-9235
-------------- ------
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
- ----------------------------------------- --------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (937) 596-6849
- --------------------------------------------------- --------------
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 4/30/96
----- ----------------------
Common stock, par value 8,686,808 shares
$.10 per share
<PAGE> 2
THOR INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(AS RESTATED, SEE NOTE #4)
--------------------------
<TABLE>
<CAPTION>
ASSETS
------
(UNAUDITED)
APRIL 30, 1996 JULY 31, 1995
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 3,742,258 $ 6,820,796
Accounts receivable:
Trade 46,354,032 37,447,506
Other 1,527,603 500,388
Inventories 54,875,168 56,113,536
Prepaid expenses 4,327,067 3,632,568
------------- -------------
Total current assets 110,826,128 104,514,794
------------- -------------
Property:
Land 1,135,524 1,030,524
Buildings and improvements 11,070,446 9,833,498
Machinery and equipment 14,843,341 13,601,025
------------- -------------
Total cost 27,049,311 24,465,047
Accumulated depreciation and amortization 10,602,821 9,619,796
------------- -------------
Property, net 16,446,490 14,845,251
------------- -------------
Other assets:
Goodwill 15,369,045 15,812,885
Non compete 5,153,688 5,875,860
Trademarks 2,940,170 3,184,174
Other 5,880,834 4,227,937
------------- -------------
Total other assets 29,343,737 29,100,856
------------- -------------
TOTAL ASSETS $ 156,616,355 $ 148,460,901
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current liabilities:
Notes payable $ 3,300,000 $ --
Accounts payable 21,111,431 18,443,654
Accrued liabilities:
Taxes -- --
Compensation and related items 9,333,811 10,711,604
Product warranties 5,675,866 5,956,520
Other 2,933,727 4,251,782
------------- -------------
Total current liabilities 42,354,835 39,363,560
------------- -------------
Other liabilities 997,407 1,194,032
Stockholders' equity:
Common stock - authorized 10,000,000 shares;
issued 9,099,247 shares @ 4/30/96 and 9,099,247
shares @ 7/31/95; par value of $.10 per share 909,925 909,925
Additional paid in capital 25,105,120 25,105,120
Foreign currency translation (650,990) (772,606)
Retained earnings 93,715,254 84,585,329
Cost of treasury shares 412,439 shares @ 4/30/96;
188,239 shares @ 7/31/95 (5,815,196) (1,924,459)
------------- -------------
Total stockholders' equity 113,264,113 107,903,309
------------- -------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 156,616,355 $ 148,460,901
============= =============
</TABLE>
See notes to consolidated financial statements
<PAGE> 3
THOR INDUSTRIES, INC. AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED INCOME
FOR THE THREE MONTHS AND NINE MONTHS ENDED APRIL 30, 1996 AND 1995
(AS RESTATED, SEE NOTE #4)
--------------------------
<TABLE>
<CAPTION>
THREE MONTHS ENDED APRIL 30 NINE MONTHS ENDED APRIL 30
--------------------------- --------------------------
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net sales $169,174,078 $163,081,543 $440,474,240 $416,621,025
Cost of products sold 151,658,953 145,390,075 394,547,809 366,198,962
----------- ----------- ----------- -----------
Gross profit 17,515,125 17,691,468 45,926,431 50,422,063
Selling, general, and
administrative expenses 10,904,905 11,599,813 29,234,526 31,475,652
---------- ---------- ---------- ----------
Operating income 6,610,220 6,091,655 16,691,905 18,946,411
Interest income 192,097 199,900 688,669 494,592
Interest expense (171,389) (117,350) (421,480) (249,579)
Other income (expense) (118,182) 115,553 (27,005) 156,067
--------- ----------- ------------ -------
Income before income taxes 6,512,746 6,289,758 16,932,089 19,347,491
Provision for income taxes 2,685,712 2,544,290 7,001,884 7,610,132
--------- --------- --------- ---------
Net income $3,827,034 $3,745,468 $9,930,205 $11,737,359
========== ========== ========== ===========
Average common shares outstanding 8,758,944 8,911,708 8,850,910 8,921,075
- -------------------------------- --------- --------- --------- ---------
Earnings per common share $.44 $.42 $1.12 $1.32
- ------------------------- ==== ==== ===== =====
Dividends paid per common share $.03 $.03 $.09 $.09
- ------------------------------- ==== ==== ==== ====
</TABLE>
See notes to consolidated financial statements
<PAGE> 4
THOR INDUSTRIES, INC. AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED CASH FLOWS
FOR THE NINE MONTHS ENDED APRIL 30, 1996 AND 1995
(AS RESTATED, SEE NOTE #4)
--------------------------
<TABLE>
<CAPTION>
(UNAUDITED)
-----------
1996 1995
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 9,930,205 $ 11,737,359
Adjustments to reconcile net income to net cash
used in operating activities:
Depreciation 1,690,328 1,469,633
Amortization 2,149,123 2,026,450
Changes in non cash assets and liabilities
Accounts receivable (9,933,741) (5,607,293)
Inventories 1,238,368 (9,890,000)
Prepaid expenses and other (789,322) (1,321,151)
Accounts payable 2,667,777 (839,695)
Accrued liabilities (3,173,137) (2,800,423)
------------ ------------
Net cash provided (used) in operating activities 3,779,601 (5,225,120)
- ------------------------------------------------ ------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant & equipment (3,322,370) (3,986,881)
Disposals of property, plant & equipment 33,632 92,688
Acquisitions-net of cash acquired -- (5,123,698)
Investment in leasing joint venture (2,300,000) --
------------ ------------
Net cash used in investing activities (5,588,738) (9,017,891)
- ------------------------------------- ------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash dividends (800,280) (802,526)
Net proceeds from (payments of) notes payable 3,300,000 8,870,000
Purchase of treasury stock (3,890,737) (882,139)
Net cash provided (used) by financing activities (1,391,017) 7,185,335
- ------------------------------------------------ ------------ ------------
EFFECT OF EXCHANGE RATE CHANGES ON CASH 121,616 126,574
------------ ------------
Net decrease in cash and equivalents (3,078,538) (6,931,102)
Cash and equivalents, beginning of year 6,820,796 13,563,673
------------ ------------
CASH AND EQUIVALENTS, END OF PERIOD $ 3,742,258 $ 6,632,571
============ ============
SUPPLEMENTAL CASH FLOW INFORMATION:
Income taxes paid $ 7,283,250 $ 7,908,649
Interest paid 421,480 249,579
</TABLE>
See notes to consolidated financial statements
<PAGE> 5
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(AS RESTATED, SEE NOTE #4)
--------------------------
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:
<TABLE>
<CAPTION>
(Unaudited)
-----------
April 30, 1996 July 31, 1995
-------------- -------------
<S> <C> <C>
Raw materials $38,611,793 $42,951,596
Work in process 11,162,021 10,761,474
Finished goods 8,028,951 4,761,063
----------- -----------
Total 57,802,765 58,474,133
Less excess of FIFO costs
over LIFO costs 2,927,597 2,360,597
----------- -----------
Total inventories $54,875,168 $56,113,536
=========== ===========
</TABLE>
3. During the third quarter of fiscal 1996, the Company entered into a
limited liability company agreement, as a 50% partner for the purpose of
renting recreation vehicles. The company invested $300,000 cash for equity
and $2,000,000 in a subordinated note bearing a variable rate of interest
at prime plus .25% through March 2000.
The Company also has a 50% interest in an entity that provides financing
for recreation vehicles.
The operations of these equity investments were not material to the
consolidated financial statements of the Company.
4. 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, other accrued
liabilities, cost of products sold and the provision for taxes. As a
result, the Company's financial statements as of April 30, 1996 and for
the three and nine months ended April 30, 1996 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:
<TABLE>
<CAPTION>
Three Months Ended April 30, 1996
---------------------------------
As Previously As
Reported Restated
-------- --------
<S> <C> <C>
Net Sales $169,174,078 $169,174,078
Cost of Products Sold 151,361,505 151,658,953
----------- -----------
Gross Profit 17,812,573 17,515,125
Selling General and
Administrative Exp. 10,904,905 10,904,905
---------- ----------
Operating Income 6,907,668 6,610,220
Other Income(Expense) (97,474) (97,474)
-------- --------
Income before Tax 6,810,194 6,512,746
Provision for Taxes 2,807,666 2,685,712
--------- ---------
Net Income $4,002,528 $3,827,034
========== ==========
Earnings Per
Common Share $.46 $.44
==== ====
</TABLE>
<PAGE> 6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(AS RESTATED, SEE NOTE #4)
--------------------------
The effects of the restatement are as follows (Continued):
<TABLE>
<CAPTION>
Nine Months Ended April 30, 1996
--------------------------------
As Previously As
Reported Restated
-------- --------
<S> <C> <C>
Net Sales $440,474,240 $440,474,240
Cost of Product Sold 393,786,759 394,547,809
----------- -----------
Gross Profit 46,687,481 45,926,431
Selling General and
Administrative Exp. 29,234,526 29,234,526
---------- ----------
Operating Income 17,452,955 16,691,905
Other Income(Expense) 240,184 240,184
------- -------
Income before Tax 17,693,139 16,932,089
Provision for Taxes 7,313,915 7,001,884
--------- ---------
Net Income $10,379,224 $9,930,205
=========== ==========
Earnings Per
Common Share $1.17 $1.12
===== =====
</TABLE>
<TABLE>
<CAPTION>
April 30, 1996
--------------
As Previously As
Reported Restated
-------- --------
<S> <C> <C>
Cash & Cash Equivalents $4,099,730 $3,742,258
Accounts Receivable 46,044,787 46,354,032
Other Receivables 1,527,603 1,527,603
Inventories 55,587,990 54,875,168
Prepaid Exp. & Other 4,327,067 4,327,067
--------- ---------
Total Current Assets 111,587,177 110,826,128
----------- -----------
Property, Plant & Eq.(Net) 16,446,490 16,446,490
Other Assets 29,343,737 29,343,737
---------- ----------
Total Assets 157,377,404 156,616,355
=========== ===========
Accounts Payable 21,111,431 21,111,431
Line of Credit 3,300,000 3,300,000
Accrued Liabilities 18,255,434 17,943,404
---------- ----------
Total Current Liabilities 42,666,865 42,354,835
---------- ----------
Other liabilities 997,407 997,407
Total stockholders' equity 113,713,132 113,264,113
----------- -----------
Total Liabilities & Equity $157,377,404 $156,616,355
============ ============
</TABLE>
<PAGE> 7
MANAGEMENT DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(AS RESTATED, SEE NOTE #4)
--------------------------
Quarter Ended April 30, 1996 vs.
Quarter Ended April 30, 1995
- --------------------------------
Net sales for the quarter totaled $169,174,078, up 3.7% from $163,081,543 in the
same period last year. This sales increase was due primarily to product mix and
increased unit sales. Primarily as a result of higher sales, income before
income taxes rose 3.5% to $6,512,746 compared to $6,289,758 in the same period
last year. In general, the Company did not adjust sales prices during the
quarter ended April 30, 1996.
Recreation vehicle revenues of $143,126,703 were 3.4% higher than last year and
were 84.6% of total company revenues compared to 84.9% last year. Bus revenues
of $26,047,375 were 5.6% higher than last year and were 15.4% of total company
revenues compared to 15.1% last year.
Manufacturing gross profit decreased to 10.4% of sales from 10.8% last year.
This decrease in gross margin percentage was due primarily to very competitive
pricing in a soft recreation vehicle market.
Primarily as a result of increased sales, operating income rose 8.5% to
$6,610,220, compared to $6,091,655 in the same period last year. Selling and
administrative expenses decreased to $10,904,905, 6.4% of sales, from
$11,599,813, 7.1% of sales.
Interest income decreased by $7,803 and interest expense increased by $54,039.
This increase in interest expense was due primarily to additional borrowing
because of extended bus receivables.
The combined income tax rate was 41.2% compared to 40.5% last year. Last year's
rates reflect favorable utilization of foreign tax credits.
Nine Months Ended April 30, 1996 vs.
Nine Months Ended April 30, 1995
- -------------------------------------
Net sales for the nine months totaled $440,474,240, up 5.7% from $416,621,025 in
the same period last year. This sales increase was due primarily to product mix
and increased unit sales. Income before income taxes was $16,932,089 compared to
$19,347,491 in the same period last year. This decline was due primarily to very
competitive pricing in a soft recreation vehicle market. In general, the Company
did not adjust sales prices during the nine months ended April 30, 1996.
Recreation vehicle revenues of $363,668,416 were 4.7% higher than last year and
were 82.6% of total company revenues compared to 83.4% last year. Bus revenues
of $76,805,824 were 10.9% higher than last year and were 17.4% of total company
revenues compared to 16.6% last year.
Manufacturing gross profit decreased to 10.4% of sales from 12.1% last year.
This decrease in gross profit was due primarily to very competitive pricing in a
soft recreation vehicle market.
Operating income totaled $16,691,905, down 11.9% from $18,946,411 in the same
period last year. Selling and administrative expenses decreased to $29,234,526,
6.6% of sales, from $31,475,652, 7.6% of sales.
Interest income increased by $194,077 and interest expense increased by
$171,901. This increase in interest expense was due primarily to additional
borrowing because of higher than normal chassis inventory and extended bus
receivables.
The combined income tax rate was 41.3% compared to 39.3% last year. Last year's
rates reflect favorable utilization of foreign tax credits.
<PAGE> 8
MANAGEMENT DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(AS RESTATED, SEE NOTE #4)
--------------------------
(Continued)
Financial Condition and Liquidity
- ---------------------------------
As of April 30, 1996, Thor had $3,742,258 in cash and cash equivalents, compared
to $6,820,796 on July 31, 1995.
Working capital at April 30, 1996 was $68,471,293 compared to $65,151,234 at
July 31, 1995. Inventory valued at current cost at April 30, 1996 exceeded the
LIFO inventory by $2,927,597.
The Company currently has 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
April 30, 1996 was $3,300,000. 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 April 30, 1996. Amortization of intangibles increased from $2,026,450 at
April 30, 1995, to $2,149,123 at April 30, 1996 due to acquisitions in fiscal
1995.
On March 1, 1995, the Company purchased for cash certain assets and liabilities
of Skamper Corporation, and on March 27, 1995, the Company purchased for cash
certain assets of Lake Capital Corporation, doing business as Komfort Trailer.
The total cash price of both acquisitions was approximately $5,124,000. The
revenues and operating results of each entity is reflected in the consolidated
statement of income of Thor Industries from time of acquisition forward.
During the nine months of fiscal 1996, Thor purchased 224,200 shares of its
common stock, increasing treasury stock by $3,890,737. On March 14, 1996, Thor
entered into a limited liability company agreement, as a 50% partner with Cruise
America, Inc., for the purpose of renting recreation vehicles to the public.
Thor's investment involved $300,000 cash for equity and $2,000,000 cash for a
subordinated note bearing interest at prime plus .25% maturing on March 31,
2000. No other material items have affected the cash flow of Thor Industries
during the nine months ended April 30, 1996.
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.
PART II
No Reports
<PAGE> 9
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 June 9, 1998 (Signed) /s/ Wade F. B. Thompson
----------------- -----------------------------------------
Wade F. B. Thompson, Chairman of the Board,
President and Chief Executive Officer
DATE June 9, 1998 (Signed) /s/ Walter L. Bennett
----------------- -----------------------------------------
Walter L. Bennett, Senior Vice President,
Secretary (Chief Accounting Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000730263
<NAME> Thor Industries
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUL-31-1996
<PERIOD-END> APR-30-1996
<CASH> 3,742,258
<SECURITIES> 0
<RECEIVABLES> 47,881,635
<ALLOWANCES> 0
<INVENTORY> 54,875,168
<CURRENT-ASSETS> 110,826,128
<PP&E> 27,049,311
<DEPRECIATION> 10,602,821
<TOTAL-ASSETS> 156,616,355
<CURRENT-LIABILITIES> 42,354,835
<BONDS> 0
0
0
<COMMON> 909,925
<OTHER-SE> 112,354,188
<TOTAL-LIABILITY-AND-EQUITY> 156,616,355
<SALES> 440,474,240
<TOTAL-REVENUES> 404,474,240
<CGS> 394,547,809
<TOTAL-COSTS> 423,782,335
<OTHER-EXPENSES> 27,005
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 421,480
<INCOME-PRETAX> 16,932,089
<INCOME-TAX> 7,001,884
<INCOME-CONTINUING> 9,930,205
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 9,930,205
<EPS-PRIMARY> 1.12
<EPS-DILUTED> 0
</TABLE>
