<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
---------
QUARTERLY REPORT UNDER SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR QUARTER ENDED April 30, 1998 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 45334-0629
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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 4/30/98
----- ----------------------
Common stock, par value 12,223,108 shares
$.10 per share
<PAGE> 2
<TABLE>
<CAPTION>
THOR INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
---------------------------
ASSETS
------
(UNAUDITED)
-----------
APRIL 30, 1998 JULY 31, 1997
-------------- -------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $11,220,545 $12,752,729
Accounts receivable:
Trade 57,240,263 50,837,162
Other 2,485,649 776,952
Inventories 78,967,368 60,446,826
Prepaid expenses 3,981,380 3,647,131
--------- ---------
Total current assets 153,895,205 128,460,800
----------- -----------
Property:
Land 1,711,844 1,237,784
Buildings and improvements 15,816,330 12,115,879
Machinery and equipment 16,371,774 14,860,030
---------- ----------
Total cost 33,899,948 28,213,693
Accumulated depreciation and amortization 16,489,396 12,159,291
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Property, net 17,410,552 16,054,402
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Investment in joint ventures 3,356,795 3,365,442
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Other assets:
Goodwill 14,060,400 14,538,350
Non compete 3,247,245 3,953,586
Trademarks 2,289,493 2,533,497
Other 2,353,859 2,062,562
--------- ---------
Total other assets 21,950,997 23,087,995
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TOTAL ASSETS $196,613,549 $170,968,639
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current liabilities:
Accounts payable $38,117,251 $31,814,320
Accrued liabilities:
Compensation and related items 10,016,714 8,828,872
Product warranties 8,771,857 7,452,061
Other 3,739,157 1,206,861
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Total current liabilities 60,644,979 49,302,114
---------- ----------
Other liabilities 1,945,864 1,847,064
Stockholders' equity:
Common stock - authorized 20,000,000 shares;
issued 13,656,745 shares @ 4/30/98 and 13,648,870
shares @ 7/31/97; par value of $.10 per share 1,365,675 1,364,887
Additional paid in capital 24,805,635 24,650,158
Foreign currency translation (849,057) (629,546)
Retained earnings 128,220,722 113,810,210
Restricted Stock (144,021) --
Cost of treasury shares 1,433,637 shares (19,376,248) (19,376,248)
------------ ------------
Total stockholders' equity 134,022,706 119,819,461
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $196,613,549 $170,968,639
============ ============
</TABLE>
See notes to consolidated financial statements
<PAGE> 3
<TABLE>
<CAPTION>
THOR INDUSTRIES, INC. AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED INCOME
FOR THE THREE MONTHS AND NINE MONTHS ENDED APRIL 30, 1998 AND 1997
------------------------------------------------------------------
(UNAUDITED)
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THREE MONTHS ENDED APRIL 30 NINE MONTHS ENDED APRIL 30
--------------------------- --------------------------
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net sales $206,902,078 $169,329,069 $506,870,346 $443,350,957
Cost of products sold 183,474,664 151,534,423 449,965,422 397,957,672
----------- ----------- ----------- -----------
Gross profit 23,427,414 17,794,646 56,904,924 45,393,285
Selling, general, and
administrative expenses 12,867,697 10,311,389 33,300,925 27,018,439
---------- ---------- ---------- ----------
Operating income 10,559,717 7,483,257 23,603,999 18,374,846
Interest income 123,441 173,049 626,950 608,068
Interest expense (103,073) (86,170) (214,022) (608,103)
Gain on sale of subsidiary -- -- 1,269,000 --
Other income (expense) (148,754) (180,176) 14,871 (10,978)
--------- --------- ----------- ----------
Income before income taxes 10,431,331 7,389,960 25,300,798 18,363,833
Provision for income taxes 4,296,124 3,032,136 10,155,784 7,524,259
--------- --------- ---------- ---------
Net income $6,135,207 $4,357,824 $15,145,014 $10,839,574
========== ========== =========== ===========
Earnings per common share
- -------------------------
Basic $.50 $.36 $1.24 $.86
==== ==== ===== ====
Diluted $.50 $.36 $1.23 $.86
==== ==== ===== ====
Dividends paid per common share $.02 $.02 $.06 $.06
- ------------------------------- ==== ==== ==== ====
</TABLE>
See notes to consolidated financial statements
<PAGE> 4
<TABLE>
<CAPTION>
THOR INDUSTRIES, INC. AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED CASH FLOWS
FOR THE NINE MONTHS ENDED APRIL 30, 1998 AND 1997
-------------------------------------------------
(UNAUDITED)
1998 1997
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<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $15,145,014 $10,839,574
Adjustments to reconcile net income to net cash
used in operating activities:
Depreciation 1,864,040 1,775,249
Amortization 1,439,739 1,592,877
Gain on sale of subsidiary (1,269,000) --
Changes in non cash assets and liabilities
- ------------------------------------------
Accounts receivable (3,779,112) (1,565,386)
Inventories (7,309,679) 6,785,218
Prepaid expenses and other (650,497) (8,535)
Accounts payable (2,828,469) 2,559,601
Accrued liabilities 4,177,708 (3,428,126)
Other liabilities 19,650 --
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Net cash provided by operating activities 6,809,394 18,550,472
- ----------------------------------------- ----------- ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant & equipment (1,318,696) (1,255,188)
Disposals of property, plant & equipment 333,262 301,799
Proceeds from sale of subsidiary 3,267,804 --
Acquisition of Champion Bus, Inc. (9,670,735) --
----------- ------------
Net cash used in investing activities (7,388,365) (953,389)
- ------------------------------------- ----------- ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash dividends (734,502) (749,214)
Net proceeds from line of credit -- (6,515,000)
Purchase of treasury stock -- (13,561,052)
Proceeds from issuance of common stock 800 --
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Net cash used in financing activities (733,702) (20,825,266)
- ------------------------------------- ----------- ------------
EFFECT OF EXCHANGE RATE CHANGES ON CASH (219,511) (56,858)
----------- ------------
Net (decrease) in cash and equivalents (1,532,184) (3,285,041)
Cash and equivalents, beginning of year 12,752,729 12,737,778
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CASH AND EQUIVALENTS, END OF PERIOD $11,220,545 $9,452,737
=========== ============
SUPPLEMENTAL CASH FLOW INFORMATION:
Non-cash transaction - issuance of restricted stock $155,465 --
Income taxes paid 6,744,226 $6,830,459
Interest paid 214,022 608,103
</TABLE>
See notes to consolidated financial statements
<PAGE> 5
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)
-----------
April 30, 1998 July 31, 1997
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<S> <C> <C>
Raw materials $54,748,979 $40,938,593
Work in process 19,193,543 14,755,637
Finished goods 8,529,962 7,921,573
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Total 82,472,484 63,615,803
Less excess of FIFO costs over LIFO costs 3,505,116 3,168,977
----------- -----------
Total inventories $78,967,368 $60,446,826
=========== ===========
</TABLE>
3. On September 29, 1997, the Board of Directors approved the Thor Industries,
Inc. Restricted Stock and Select Executive Incentive Plans. Under the terms
of the Restricted Stock Plan, a total of up to 100,000 restricted shares of
common stock may be granted to selected executives of Thor. Restrictions
expire 50% after five years following the date of issue, and the balance
after six years. As of April 30, 1998, the Company issued 5,150 shares of
restricted stock under the Plan.
4. Effective April 6, 1998, the Company implemented a 3 for 2 stock split.
All per share amounts are restated to reflect this split.
5. Earnings Per Share - As of January 31, 1998, the Company adopted Financial
Accounting Standards Board Statement No. 128, "Earnings Per Share" (FAS
128). This standard requires the presentation of basic and diluted earnings
per share on the face of the income statement. Earnings per share as
reported in prior periods has been restated in accordance with FAS 128, by
dividing net income by the following:
<TABLE>
<CAPTION>
Three months Three months Nine months Nine months
ended ended ended ended
April 30, 1998 April 30, 1997 April 30, 1998 April 30, 1997
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Weighted average shares
outstanding for basic
earnings per share 12,223,108 12,215,233 12,220,356 12,540,261
Stock options 84,647 - 0 - 66,593 - 0 -
Total - For diluted shares 12,307,755 12,215,233 12,286,949 12,540,261
</TABLE>
6. On December 31, 1997, the Company sold for cash certain assets and
liabilities of Henschen Corp., a division of Airstream, Inc. The
transaction resulted in a one time pre-tax gain of approximately
$1,269,000.
On February 9, 1998, the Company purchased certain assets and liabilities
of Champion Motor Coach, Inc. (now Champion Bus, Inc.). The cash price of
the acquisition was approximately $9,670,735 which was paid from internal
funds. This price is lower than previously reported because of post-closing
adjustments.
<PAGE> 6
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
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OPERATIONS
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Quarter Ended April 30, 1998 vs. Quarter Ended April 30, 1997
- -------------------------------------------------------------
Net sales for the third quarter totaled $206,902,078, up 22.2% from $169,329,069
in the same period last year. Income before income taxes was $10,431,331, up
41.2% from $7,389,960 in the same period last year. This increase was due
primarily to increased sales volume, improved labor efficiency and lower
warranty costs. In general, the Company did not adjust its sales prices during
the third quarter of fiscal 1998. Recreation vehicle revenues of $163,590,561
were 20.2% higher than last year and were 79.1% of total company revenues
compared to 80.4% last year. Bus revenues of $43,311,517 were 30.2% higher than
last year and were 20.9% of total company revenues compared to 19.6% last year.
Manufacturing gross profit was 11.3% of sales compared to 10.5% last year.
Operating income totaled $10,559,717, up 41.1% from $7,483,257 in the same
period last year. Selling, general and administrative expenses and amortization
of intangibles increased to $12,867,697, 6.2% of sales, from $10,311,389, 6.1%
of sales due primarily to increased income related compensation and selling
expense related to increased volume. Interest income decreased by $49,608 and
interest expense increased by $16,903. The combined income tax rate was 41.2%
compared to 41.0% last year.
Nine Months Ended April 30, 1998 vs. Nine Months Ended April 30, 1997
- ---------------------------------------------------------------------
Net sales for the nine months totaled $506,870,346, up 14.3% from $443,350,957
in the same period last year. Income before income taxes was $25,300,798, up
37.8% from $18,363,833 in the same period last year. This increase was due
primarily to the gain on sale of a subsidiary of $1,269,000, increased sales
volume, improved labor efficiency and lower warranty costs. Recreation vehicle
revenues of $391,530,997 were 14.3% higher than last year and were 77.2% of
total company revenues in the current and prior year. Bus revenues of
$115,339,349 were 14.3% higher than last year and were 22.8% of total company
revenues in the current and prior year. Manufacturing gross profit was 11.2% of
sales compared to 10.2% in the prior year.
Operating income totaled $23,603,999, up 28.5% from $18,374,846 in the same
period last year. Selling, general and administrative expenses and amortization
of intangibles increased to $33,300,925, 6.6% of sales, from $27,018,439, 6.1%
of sales primarily due to a reduction in deferred compensation in the first
quarter of fiscal 1997 of $669,000, an increase in income related compensation
and increased selling expense related to increased volumes. Interest income
increased by $18,882 and interest expense decreased by $394,081. This decrease
in interest expense was due primarily to the payback of additional borrowings
for the purchase of 543,319 shares of treasury stock in fiscal 1997. The
combined income tax rate was 40.1% compared to 41.0% last year. This decrease in
tax was due primarily to use of a capital loss carryforward applied to the gain
on the sale of a subsidiary.
Financial Condition and Liquidity
- ---------------------------------
As of April 30, 1998, Thor had $11,220,545 in cash and cash equivalents,
compared to $12,752,729 on July 31, 1997. Working capital at April 30, 1998 was
$93,250,226 compared to $79,158,686 at July 31, 1997. Inventory valued at
current cost at April 30, 1998 exceeded the LIFO inventory by $3,505,116.
On April 30, 1998, the Company had a $30,000,000 revolving line of credit with
Harris Trust and Savings Bank. There were no borrowings at April 30, 1998. 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
30, 1998. The Company had no long term debt as of April 30, 1998. Amortization
of intangibles decreased from $1,592,877 through April 30, 1997 to $1,428,295
through April 30, 1998 due to certain intangibles being fully amortized.
<PAGE> 7
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
- ------------------------------------------------------------------------
OPERATIONS (continued)
- ----------------------
During the nine months of fiscal 1997, Thor purchased 543,319 shares of its
common stock, increasing treasury stock by $13,561,052.
The Company believes 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 1998.
On September 29, 1997, the Board of Directors approved the Thor Industries, Inc.
Restricted Stock and Select Executive Incentive Plans. Under the terms of the
Restricted Stock Plan a total of up to 100,000 restricted shares of stock may be
granted to selected executives within a 10 year period.
On December 31, 1997, the Company sold for cash certain assets and liabilities
of Henschen Corp., a division of Airstream, Inc. The transaction resulted in a
one time pre-tax gain of approximately $1,269,000.
On February 9, 1998, the Company purchased certain assets and liabilities of
Champion Motor Coach, Inc. The total cash price of the acquisition was
approximately $9,670,735 which was paid from internal funds.
On April 6, 1998, the Company implemented a 3 for 2 stock split for stockholders
of record on March 21, 1998.
The Company's Thor West facility is operating at a loss. Management is currently
taking actions to reduce costs and improve sales volume, which management
believes will be successful. However, no assurance can be made that Thor West
will attain profitable operations.
This report includes "forward looking statements" that involve uncertainties and
risks. There can be no assurance that actual results will not differ from the
Company's expectations. Factors which could cause materially different results
include, among others, the success of new product introductions, the pace of
acquisitions and cost structure improvements, competitive and general economic
conditions, and the other risks set forth in the Company's filings with the
Securities and Exchange Commission.
PART II
Item 6. Exhibits and Reports on Form 8-K
a.) Exhibit
N/A
b.) Reports on Form 8-K
On February 24, 1998, a Form 8-K was filed with the
Securities and Exchange Commission pursuant to the
acquisition of certain assets and liabilities of
Champion Motor Coach, Inc.
<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 June 15, 1998 (Signed) /s/ Wade F. B. Thompson
-------------------- -------------------------------------------
Wade F. B. Thompson, Chairman of the Board,
President and Chief Executive Officer
DATE June 15 , 1998 (Signed) /s/ Walter L. Bennett
-------------------- -------------------------------------------
Walter L. Bennett, Senior Vice President,
Secretary (Chief Accounting Officer)
<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 15, 1998 /s/ Wade F. B. Thompson
-------------------- ------------------------------------
Wade F. B. Thompson
Chairman of the Board, President
and Chief Executive Officer
DATE June 15, 1998 /s/ Walter L. Bennett
-------------------- ------------------------------------
Walter L. Bennett
Senior Vice President
Secretary (Chief Accounting Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000730263
<NAME> Thor Industries, Inc.
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUL-31-1998
<PERIOD-START> AUG-01-1997
<PERIOD-END> APR-30-1998
<CASH> 11,220,545
<SECURITIES> 0
<RECEIVABLES> 59,725,912
<ALLOWANCES> 0
<INVENTORY> 78,967,368
<CURRENT-ASSETS> 158,895,205
<PP&E> 33,899,948
<DEPRECIATION> 16,489,396
<TOTAL-ASSETS> 196,613,549
<CURRENT-LIABILITIES> 60,644,979
<BONDS> 0
0
0
<COMMON> 1,365,675
<OTHER-SE> 132,657,031
<TOTAL-LIABILITY-AND-EQUITY> 196,613,549
<SALES> 506,870,346
<TOTAL-REVENUES> 506,870,346
<CGS> 449,965,422
<TOTAL-COSTS> 483,266,347
<OTHER-EXPENSES> (1,283,871)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 214,022
<INCOME-PRETAX> 25,300,798
<INCOME-TAX> 10,155,784
<INCOME-CONTINUING> 15,145,014
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 15,145,014
<EPS-PRIMARY> 1.24
<EPS-DILUTED> 1.23
</TABLE>
