<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM 10-K/A
-----------
Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended July 31, 1997, Commission File Number 1-9235
THOR INDUSTRIES, INC.
---------------------
(Exact name of registrant as specified in its charter)
DELAWARE 93-0768752
- ------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
419 W. PIKE STREET, JACKSON CENTER, OHIO 45334-0629
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (937) 596-6849
Securities registered pursuant to Section 12(b) of the Act:
Title of each class: Name of each exchange on which registered:
COMMON STOCK (PAR VALUE $.10) NEW YORK STOCK EXCHANGE
- ----------------------------- -----------------------
Securities registered pursuant to Section 12(g) of the Act: None
- --------------------------------------------------------------------------------
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 the filing
requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent files pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. X
The aggregate market value of voting securities of the registrant held by
non-affiliates of the registrant on October 10, 1997, was $139,633,463 based
upon closing price on the New York Stock Exchange for such date. The number of
common shares of registrant's stock outstanding as of October 13, 1997, was
8,143,489.
Documents incorporated by reference:
Portions of the Proxy Statement for the Annual Meeting of Shareholders to be
held on December 8, 1997, are incorporated by reference in Part III.
<PAGE> 2
PART I
ITEM 1. BUSINESS
GENERAL DEVELOPMENT OF BUSINESS
Thor Industries, Inc. ("Thor"), founded in 1980, produces and sells a wide range
of recreation vehicles and small and mid-size buses in the United States and
Canada.
The Company's principal operating subsidiaries are Airstream, Inc.
("Airstream"); Dutchmen Manufacturing, Inc. ("Dutchmen"); Four Winds
International, Inc. ("Four Winds"); Thor America, Inc. ("Thor America"); Thor
Industries West, Inc. ("Thor West"); Komfort Corp. ("Komfort"); Thor Indiana,
Inc. ("Thor Indiana"); Aero Manufacturing, Inc. ("Aero"); Citair, Inc.
("Citair"); Thor California, Inc. ("Thor California"); ElDorado National Kansas,
Inc. ("ElDorado Kansas"); ElDorado National California, Inc. ("ElDorado
California") and ElDorado National Michigan, Inc. ("ElDorado Michigan").
The Company, a Delaware corporation, is the successor to a corporation of the
same name which was incorporated in Nevada on July 29, 1980. Its principal
executive office is located at 419 West Pike Street, Jackson Center, Ohio 45334,
and its telephone number is (937) 596-6849.
RECREATIONAL VEHICLES
AIRSTREAM
Airstream manufactures and sells premium and medium-high priced travel trailers
and motorhomes under the trade names "Airstream Classic," "Land Yacht," and
"Cutter." Airstream Classic vehicles are distinguished by their rounded shape
and bright aluminum finish and, in management's judgment, constitute the most
recognized product in the industry. Airstream, responding to the demands of the
market for a lighter, lower-cost product, also manufactures and sells the
Airstream "Safari" travel trailer.
DUTCHMEN
Dutchmen manufactures and sells conventional travel trailers and fifth wheels
under the trade names "Dutchmen" and "Four Winds." It has become one of the
largest-selling brands in the U. S. due to its reputation for a quality product
sold at a lower price. Dutchmen also manufactures folding camping trailers,
which it sells under the "Dutchmen" and "Skamper" trade names.
AERO
Aero Manufacturing manufactures and sells lightweight, European-styled travel
trailers designed for towing behind cars, mini vans and sport utility vehicles.
FOUR WINDS
Four Winds manufactures and sells conventional Class C and Class A motorhomes.
Its products are sold under the "Four Winds," "Hurricane," "Infinity,"
"WindSport," "Dutchmen" and "Chateau" trade names.
THOR AMERICA
Thor America (formerly Thor Pennsylvania) manufactures and sells moderate and
lower-priced travel trailers and fifth wheels under the trade names "Citation,"
"Chateau," and "Prism."
THOR INDIANA
Thor Indiana manufactures and sells laminated fifth wheels and travel trailers
under the brand names "Signature," "Park Avenue" and "Fifth Avenue" in Bristol,
IN.
THOR WEST Thor West manufactures and sells moderately-priced Class A motorhomes
under the trade names "Pinnacle" and "Residency," and "TravelEze" fifth wheels
in Ontario, CA.
2
<PAGE> 3
ITEM 1. BUSINESS (CONTINUED)
CITAIR
Citair is one of the largest Canadian producers of moderately-priced travel
trailers, fifth wheels, Class C motorhomes and truck campers. It operates under
the name "General Coach" and sells under the trade names "Citation" and
"Corsair." Its manufacturing facilities are located in Hensall, Ontario, and
Oliver, B.C.
KOMFORT
Komfort manufacturers and sells travel trailers and fifth wheels and sells
primarily in the western U. S. and western Canada.
THOR CALIFORNIA
Thor California manufacturers and sells conventional travel trailers and fifth
wheels under the brand names "Wanderer" and "Tahoe" primarily in the western
United States.
BUSES
ELDORADO NATIONAL
ElDorado National is a manufacturer of small and mid-size buses for transit,
airport car rental and hotel/motel shuttles, paramedical transit for hospitals
and nursing homes, tour and charter operations, and other uses.
Management believes that ElDorado National is the largest manufacturer of small
and mid-size commercial buses in North America. The Company builds buses under
model names such as "Aerotech," "Escort," "MST," "ELF," "Transmark," and "EZ
Rider." Its plants are located in Salina, KS, Chino, CA and Brown City, MI.
PRODUCT LINE SALES SEGMENT
The table below sets forth the contribution of each of the Company's product
lines to net sales in each of the last three years.
<TABLE>
<CAPTION>
1997 1996 1995
---- ---- ----
($000)
Amount % Amount % Amount %
----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Recreation vehicles $485,010 78 $ 495,991 82 $ 468,999 83
Buses 139,425 22 106,087 18 93,682 17
----------------------------------------------------------------------
Total Net Sales $624,435 100 $ 602,078 100 $ 562,681 100
======================================================================
</TABLE>
Further information concerning business segments is included in Note K of the
Notes to the Consolidated Financial Statements.
RECREATIONAL VEHICLES:
The Company manufactures and sells a wide variety of RVs throughout the United
States and Canada, as well as related parts and accessories. The Company also
manufactures axles.
RV classifications are based upon standards established by the Recreation
Vehicle Industry Association ("RVIA"). The principal types of RVs produced by
the Company include conventional travel trailers, fifth wheels, fold-down
camping trailers, Class A, Class B, and Class C motorhomes.
3
<PAGE> 4
ITEM 1. BUSINESS (CONTINUED)
Travel trailers are non-motorized vehicles which are designed to be towed by
passenger automobiles, pickup trucks or vans. Travel trailers provide
comfortable, self-contained living facilities for short periods of time. The
Company produces "conventional," "fifth wheel" and "fold-down" travel trailers.
Conventional and fold-down camping trailers are towed by means of a frame hitch
attached to the towing vehicle. Fifth wheel trailers, designed to be towed by
pickup trucks, are constructed with a raised forward section that is attached to
the bed area of the pickup truck.
A motorhome is a self-powered vehicle built on a motor vehicle chassis. The
interior typically includes a driver's area, kitchen, bathroom, and dining and
sleeping areas. Motorhomes are self-contained with their own lighting, heating,
cooking, refrigeration, sewage holding and water storage facilities, so that
they can be lived in without being attached to utilities. Although they are not
designed for permanent or semi-permanent living, RVs do provide comfortable
living facilities for short periods of time.
Class A motorhomes, constructed on medium-duty truck chassis, are supplied
complete with engine and drive train components by motor vehicle manufacturers
such as General Motors, Ford or Freightliner. The living area and driver's
compartment are designed, manufactured, and installed by the Company.
Conventional Class C motorhomes are built on a Ford, General Motors, and
Navistar small truck or van chassis which includes an engine, drive train
components, and a finished cab section. The Company constructs a living area
which has access to the driver's compartment and attaches it to the cab. The
Company also produces a small number of Class B motorhomes which are
self-contained, converted vans.
Management believes its products are competitive, both in terms of price and
quality, with those of its competitors in each category of the RV market.
PRODUCTION. In order to minimize finished inventory, the Company's RVs generally
are produced to order. The Company's facilities are designed to provide
efficient assembly line manufacturing of its products. The Company believes that
its production facilities are sufficient for its current production levels.
Capacity increases can be achieved at relatively low cost, largely by increasing
the number of production employees, adding additional shifts, or acquiring
additional facilities.
The Company purchases in finished form many of the components used in the
production of RVs. The principal raw materials used in the manufacturing
processes for motorhomes and travel trailers are aluminum, lumber, plywood,
plastic, fiberglass, and steel purchased from numerous suppliers.The Company
believes that, except for chassis, substitute sources for raw materials and
components are available with no material impact on the Company's operations.
The Company is able to obtain the benefit of volume price discounts for many of
its purchases of raw materials and components by centralized purchasing.
Generally, all of the Company's operating subsidiaries introduce new or improved
lines or models of RVs each year. Changes typically include new sizes and
floorplans, different decors or design features, and engineering improvements.
AXLES. The Company's subsidiary, Henschen Corp. ("Henschen"), fabricates rubber
torsion axles for use in a wide range of recreation, industrial, and
agricultural vehicles.
SEASONALITY. Since RVs are used primarily by vacationers and campers, the
Company's sales of its RVs are seasonal and, in most geographical areas, tend to
be significantly lower during the winter months than in other periods. As a
result, sales of RVs historically are lowest during the Company's second fiscal
quarter, which ends January 31.
MARKETING AND DISTRIBUTION. The Company markets its RVs through independent
dealers located throughout the U.S. and Canada. Each of the Company's RV
subsidiaries maintains its own dealer organization, with few dealers carrying
more than one product line offered by the Company. Presently there are
approximately 800 dealers carrying the Company's products in the U.S. and
Canada. The Company believes that close working relationships between its
management personnel and the many
4
<PAGE> 5
ITEM 1. BUSINESS (CONTINUED)
independent dealers provide the Company with valuable information on customer
preferences and the quality and marketability of the Company's products.
Additionally, by maintaining substantially separate dealer networks for each of
its subsidiaries, the Company's products are more likely to be competing against
competitor's products in similar price ranges rather than the Company's other
products.
Each of the Company's operating subsidiaries has an independent sales
force to call on its dealers. The Company's most important sales promotions
occur at the major RV shows for dealers which take place throughout the year at
different locations across the country. The Company benefits from the RV
awareness advertising and major marketing programs geared towards first-time
buyers sponsored by RVIA in national print media and television. The Company
engages in a limited amount of consumer-oriented advertising for its RVs,
primarily through industry magazines, the distribution of product brochures, and
direct mail advertising campaigns.
In its selection of dealers, the Company emphasizes the individual dealer's
financial strength to maintain a sufficient inventory of the Company's products,
as well as its reputation, experience, and ability to provide service. Many of
the Company's dealers carry one or more competitor's line of RVs. Each operating
company has sales agreements with its dealers and these agreements are subject
to annual review. No single dealer accounted for more than 5% of the Company's
consolidated net sales of RVs during the year.
Substantially all of the Company's sales to dealers are made on terms requiring
cash on delivery or within 10 days thereafter. The Company generally does not
finance dealer purchases. Most dealers are financed on a "floorplan" basis by a
bank or finance company which lends the dealer all or substantially all of the
wholesale purchase price and retains a security interest in the vehicles
purchased. As is customary in the RV industry, upon the request of a lending
institution financing a dealer's purchase of the Company's products and after
completion of a credit investigation of the dealer involved, the Company will
execute a repurchase agreement. Repurchase agreements provide that, for up to 12
months after a unit is financed and in the event of default by the dealer, the
Company will repurchase the unit repossessed by the financing institution for
the amount then due, which is usually less than 100% of dealer's cost. The risk
of loss under repurchase agreements is spread over numerous dealers and is
further reduced by the high resale value of the units which the Company would be
required to repurchase. In the Company's experience, losses under repurchase
agreements have not been significant and management believes any future losses
under the agreements would not have a material adverse effect on the Company.
Thor entered the retail recreation vehicle financing business in March, 1994.
Thor Credit Corporation is a captive finance company owned by Thor Industries
and Deutsche Financial Services, a major national financial institution engaged
in recreation vehicle financing.
In March 1996, Thor and Cruise America, Inc. formed a joint venture, CAT Joint
Venture LLC, to make short-term rentals of motorized vehicles to the public.
WARRANTIES. The Company currently provides retail purchasers of its RVs with a
standard limited warranty for one year against defects in materials and
workmanship, and two years on certain major components separately warranted by
the suppliers. Certain components, such as the chassis and engines of the
Company's motorhomes, are warranted by their manufacturers for periods specified
by those manufacturers. The Company's subsidiaries also offer at least a
two-year structural warranty. Henschen warrants its axles for five years from
date of purchase.
5
<PAGE> 6
ITEM 1. BUSINESS (CONTINUED)
BUSES:
The Company's line of small and mid-size buses are sold under the name ElDorado
National. Its trade names include "Aerotech," "Escort FE," "Escort RE," "ELF,"
"Transmark," "MST" and "EZ Rider." The Company's line of mid-size buses consists
of airport shuttle buses, intra- and inter-urban mass transportation buses, and
buses for tourist uses.
PRODUCTION. The Company's production facilities in Salina, Kansas; Chino,
California; and Brown City, Michigan, are designed to provide efficient assembly
line manufacturing of its bus products. The vehicles are produced according to
specific orders which are normally obtained by dealers.
Some of the chassis, all of the engines and auxiliary units, and some of the
seating and other components used in the production of buses are purchased in
finished form. The Chino, California, facility assembles chassis for its rear
engine buses from industry standard components and assembles the buses directly
on the chassis.
The principal raw materials used in the manufacturing of buses are fiberglass,
steel, aluminum, plywood, and plastic. Most of the raw materials and components
needed are purchased from numerous suppliers. The Company purchases most of its
bus chassis from Ford and General Motors and most of its engines from Cummins.
The Company believes that, except for chassis, raw materials and components
could be purchased from other sources, if necessary, with no material impact on
the Company's operations.
MARKETING AND DISTRIBUTION. The Company markets its product line through a
network of 39 independent dealers in the United States and Canada. The Company
selects distributors using criteria similar to those used in selecting RV
dealers. During fiscal 1997, no single dealer accounted for more than 10% of the
Company's net bus revenue. The Company also sells its buses directly to certain
national accounts such as major rental car companies, hotel chains, and transit
authorities.
Terms of sale are typically cash on delivery or through national floorplan
financing institutions. Sales to some state transportation agencies and other
government agencies may be on longer terms.
WARRANTIES. The Company currently provides purchasers of its buses with a
limited warranty for one year or 12,000 miles against defects in materials and
workmanship, excluding only certain specified components which are warranted
separately by suppliers. The Company provides a five-year or 75,000 mile
warranty on the Company-assembled body structure of its "Aerotech" buses.
Chassis and engines are warranted for one year or 12,000 miles by their
manufacturers.
REGULATION
The Company is subject to the provisions of the National Traffic and Motor
Vehicle Safety Act and the safety standards for bus, RVs, and components, which
have been promulgated thereunder by the Department of Transportation. Because of
its sales in Canada, the Company is also governed by similar laws and
regulations issued by the Canadian Government.
The Company is a member of RVIA, a voluntary association of RV manufacturers
which promulgates RV safety standards. The Company places an RVIA seal on each
of its RVs to certify that such standards have been met.
Both federal and state authorities have various environmental control standards
relating to air, water, and noise pollution which affect the business and
operation of the Company. For example, these standards, which are generally
applicable to all companies, control the Company's choice of paints, discharge
of air compressor waste water, and noise emitted by factories. The Company
relies upon certifications obtained by chassis manufacturers with respect to
compliance by the Company's vehicles with all applicable emission control
standards.
The Company is also subject to the regulations promulgated by the
Occupational Safety and Health Administration ("OSHA"). The Company's plants are
periodically inspected by federal agencies concerned with health and safety in
the work place, and by RVIA, to ensure that the Company's products comply with
applicable governmental and industry standards.
The Company believes that its products and facilities comply in all material
respects with applicable vehicle safety, environmental, RVIA, and OSHA
regulations.
6
<PAGE> 7
ITEM 1. BUSINESS (CONTINUED)
COMPETITION
The RV industry is characterized by relative ease of entry, although the codes,
standards, and safety requirements introduced in recent years are a deterrent to
new competitors. The need to develop an effective dealer network also acts as a
barrier to entry. The RV market is intensely competitive with a number of other
manufacturers selling products which compete directly with those of the Company.
Competition in the industry is based upon price, design, value, quality, and
service. The Company believes that the quality, design, and price of its
products and the warranty coverage and service it provides is such that its
products compete favorably for retail purchasers. The Company estimates that it
is the second largest R.V. manufacturer.
The Company estimates that it has a 25% market share of the U.S. and Canadian
small and mid-size bus market. Other competitors offer lines of buses which
compete with all of the Company's products. Price, quality, and delivery are the
primary competitive factors. As with its RVs, the Company believes that the
quality, design, and price of its products, the warranty coverage and service it
provides, and the loyalty of its customers is such that its products compare
favorably with similarly priced products of its competitors.
TRADE NAMES AND PATENTS
The Company has registered United States and Canadian trade names or licenses
under the trade names of others, covering the principal trade names and model
lines under which its products are marketed. The Company is not dependent upon
any patents or technology licenses in the conduct of its business.
EMPLOYEE RELATIONS
At July 31, 1997, the Company had approximately 2,732 employees in the United
States and 202 in Canada. Of these 2,934 employees, 311 are salaried. Citair's
and Thor America's approximately 301 hourly employees are currently represented
by certified labor organizations. Citair's and Thor America's current labor
agreements covering their operations expire at various times between September
1997 and August 1999. The Company's employees at other facilities are not
represented by certified labor organizations. The Company believes it maintains
a good working relationship with its employees. The Company has had no work
stoppage and continues to negotiate its expired labor contract at one of its
Canadian operations.
RESEARCH AND DEVELOPMENT
During the fiscal years 1997, 1996, and 1995, the Company spent approximately
$768,000, $881,000 and $1,127,000 respectively, on research and development
activities.
FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS
AND EXPORT SALES
Canadian sales from operations in Canada and export sales to Canada from United
States operations amounted to approximately 4% and 7%, respectively, of the
Company's total net sales to unaffiliated customers in fiscal year 1997.
Further information concerning foreign operations is shown in Note K of the
Notes to Consolidated Financial Statements.
FORWARD LOOKING STATEMENTS
This annual 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.
7
<PAGE> 8
ITEM 2. PROPERTIES
The Company owns or leases approximately 1,876,000 square feet of plant and
office space. Management believes that the Company's present facilities,
consisting primarily of steel clad, steel or wood frame, or masonry
construction, and the machinery and equipment contained therein, are well
maintained and in good condition. The Company believes that it would be able to
obtain replacement premises at acceptable costs for its leased premises should
its leases not be renewed.
The following table describes the location, number and size of the Company's
facilities as of July 31, 1997.
<TABLE>
<CAPTION>
FACILITIES Approximate
No. of Building Area
LOCATION Owned or Leased Buildings Square Feet
- -------- --------------- --------- -----------
<S> <C> <C> <C>
RVs
Jackson Center, OH (Airstream) (1).......................Leased...............11................304,000
Jackson Center, OH (Henschen) (1)........................Leased................2.................90,000
Middleburg, PA (Thor America).............................Owned................3................116,000
Hensall, Ontario, Canada (Citair).........................Owned................1.................97,000
Oliver, B.C., Canada (Citair).............................Owned................1.................55,000
Oliver, B.C., Canada (Citair) (5)........................Leased................1.................11,000
Ontario, CA (Thor West) (2)..............................Leased................1................111,000
Middlebury, IN (Dutchmen).................................Owned................1.................20,000
Goshen, IN (Dutchmen) (3)................................Leased................1.................40,000
Goshen, IN (Dutchmen).....................................Owned................5................128,000
Syracuse, IN (Fold Down)..................................Owned................1.................46,000
Syracuse, IN, (Aero)......................................Owned................2.................67,000
Syracuse, IN, (Aero) (12)................................Leased................1.................52,000
Bristol, IN (Thor Indiana) (6)...........................Leased................1.................57,000
Bristol, IN (Thor Indiana) (8)...........................Leased................6................106,000
Elkhart, IN (Four Winds)..................................Owned................3................171,000
Milwaukie, OR (Komfort) (9)..............................Leased................1.................57,000
San Moreno, CA (Thor California) (10)....................Leased................3................126,000
BUSES
Salina, KS (ElDorado Kansas)..............................Owned................2.................93,000
Salina, KS (ElDorado Kansas) (11)........................Leased................1..................8,000
Salina, KS (ElDorado Kansas) (13)........................Leased................1.................23,000
Chino, CA (ElDorado California) (4)......................Leased.............. 1.................64,000
Chino, CA (ElDorado California) (4)......................Leased.............. 1.................10,000
Brown City, MI (ElDorado Michigan) (7)...................Leased.............. 1.................24,000
Total.........................................................................52..............1,876,000
== =========
<FN>
(1) Airstream locations are occupied under net subleases which expire in 2002.
The Henschen location is occupied under a net sublease which expires in
1999.
(2) This location is occupied under a ten-year net lease with the right of first
refusal if a sale is proposed by lessor. The lease expires in 2001 with an
option to renew for two consecutive five-year terms.
(3) This location is occupied under a net lease which expires in 1998.
(4) This location is occupied under a net lease which expires in 1997 with a
3-year renewal option.
(5) This location is occupied under a net lease which expires in 1999.
(6) This location is occupied under a net lease which expires
in 1998 with a 5-year renewal option.
(7) This location is occupied under a net lease which expires annually with 90
days notice.
(8) This location is occupied under a net lease which expires in 2005 with an
option to extend for 5 years
(9) This location is occupied under a net lease which expires in 2005 with an
option to extend for 5 years.
(10) This location is occupied under a net lease which expires in 2001 with an
option to extend for 5 years
(11) This location is occupied under a net lease which is on month to month
basis with 60 day notice.
(12) This location is occupied under a net lease which expires in 2001.
(13) This location is occupied under a net lease which expires in 1998 with
annual renewal option or year to year basis.
</FN>
</TABLE>
8
<PAGE> 9
ITEM 3. LEGAL PROCEEDINGS
The Company is involved in certain litigation arising out of its operations in
the normal course of business. The Company believes that no such litigation will
have a material adverse effect on the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters submitted.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
(A) MARKET INFORMATION
The Company's Common Stock is traded on the New York Stock Exchange. Set forth
below is the range of high and low prices for the common stock for each quarter
during the Company's most recent fiscal years, as quoted in the New York Stock
Exchange Monthly Market Statistics and Trading Reports.
<TABLE>
<CAPTION>
FISCAL 1997 FISCAL 1996
----------- -----------
High Low High Low
---- --- ---- ---
<S> <C> <C> <C> <C>
First Quarter............................... $26.00 $18.75 $20.00 $15.75
Second Quarter.............................. 26.25 22.25 20.25 15.88
Third Quarter............................... 26.00 20.38 19.88 16.25
Fourth Quarter.............................. 25.94 21.38 22.75 18.13
</TABLE>
(B) HOLDERS
As of October 14, 1997, the number of record holders of the Company's common
stock was 192.
(C) DIVIDENDS
The Company paid quarterly dividends of $.03 a share during 1997 and previous
years beginning in 1988. Effective April 27, 1992, the Company's Common stock
was split 3-for-2. Since that date, the Company has declared quarterly dividends
of $.03 per share on the split shares, thus increasing the dividend by 50%.
Prior to 1988, no dividends were paid. Any payment of cash dividends in the
future will be at the discretion of the Company's Board of Directors and will
depend upon the financial condition, capital requirements, and earnings of the
Company, as well as other factors which the Board of Directors may deem
relevant.
9
<PAGE> 10
ITEM 6. SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
Fiscal years ended July 31,
-------------------------------------------------------------------------------
1997 1996 1995 1994 1993
-------------------------------------------------------------------------------
INCOME STATEMENT DATA: ($000, except per share amounts)
<S> <C> <C> <C> <C> <C>
Net sales................................... $624,435 $602,078 $562,681 $491,079 $412,223
Income before change in
accounting principle........................ 16,423(a) 14,851(a) 13,790 16,045 11,267
Change in accounting principle.............. -- -- -- -- 561
Net income.................................. 16,423(a) 14,851(a) 13,790 16,045 11,828
Earnings per common share:
Income before change in
accounting principle........................ 1.98(a) 1.69(a) 1.55 1.80 1.27
Change in accounting principle.............. -- -- -- -- .06
Net income.................................. 1.98(a) 1.69(a) 1.55 1.80 1.33
Dividends per common share.................. .12 .12 .12 .12 .12
BALANCE SHEET DATA:
Total assets................................ $170,969(a) $173,818(a) $148,461 $142,446 $122,747
(a) As restated--See Note L to Financial Statements.
</TABLE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITION (1997 and 1996 as Restated, see Footnote
L)
RESULTS OF OPERATIONS
Net sales in fiscal 1997 totaled $624,435,108, versus $602,077,568, in fiscal
1996. Net income in fiscal 1997 totaled $16,422,767, versus $14,850,721, in
1996. Net income per common share was $1.98 in 1997 versus $1.69 in 1996.
The consolidated statements of income for the years ended July 31, 1997, 1996
and 1995 shown as a percentage of sales are:
<TABLE>
<CAPTION>
Fiscal years ended July 31,
--------------------------------------------------------------------
1997 1996 1995
--------------------------------------------------------------------
<S> <C> <C> <C>
Net sales...................................................... 100.0% 100.0% 100.0%
Cost of products sold.......................................... 89.6 89.1 88.6
--------------------------------------------------------------------
Gross profit................................................... 10.4 10.9 11.4
Selling, general and administrative............................ 6.1 6.8 7.5
--------------------------------------------------------------------
Operating income............................................... 4.3 4.1 3.9
Other income................................................... .1 .1 .1
--------------------------------------------------------------------
Income before income taxes..................................... 4.4 4.2 4.0
Provision for income taxes..................................... 1.8 1.7 1.5
--------------------------------------------------------------------
Net income..................................................... 2.6% 2.5% 2.5%
--------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
10
<PAGE> 11
1997 VS. 1996
Net sales totaled $624,435,108 up 4% from $602,077,568 in the same period last
year. Net income increased to $16,422,767 compared to $14,850,721 last year.
This increase was primarily due to increased sales and reduction in selling,
general and administrative expenses. In general, the Company did not adjust its
sales prices during fiscal 1997.
Recreation vehicle revenues of $485,010,470 were 2% lower than last year.
Recreation vehicle sales were 78% of total company revenues compared to 82% last
year. Bus revenues of $139,424,638 were 31% higher than last year. Bus sales
were 22% of total company revenue compared to 18% last year. Manufacturing gross
profit decreased to 10.4% of sales from 10.9% last year. As a percentage of
sales, selling, general and administrative costs decreased due primarily to
reductions in administrative expenses and promotion programs.
Interest income decreased by approximately $63,000 and interest expense
increased by approximately $10,500.
The combined income tax rate was 40.6% compared to 41.0% last year.
1996 VS. 1995
Net sales totaled $602,077,568 up 7% from $562,681,238 in the same period in
1995. Net income increased to $14,850,721 compared to $13,789,687 in 1995. This
increase was primarily due to increased sales and reduction in selling, general
and administrative expenses. In general, the Company did not adjust its sales
prices during fiscal 1996.
Recreation vehicle revenues of $495,991,000 were 6% higher than in 1995.
Recreation vehicle sales were 82% of total company revenues compared to 83% in
1995. Bus revenues of $106,087,000 were 13% higher than in 1995. Bus sales were
18% of total company revenue compared to 17% in 1995. Manufacturing gross profit
decreased to 10.9% of sales from 11.4% in 1995. As a percentage of sales,
selling, general and administrative costs decreased due primarily to reductions
in selling and promotion programs.
Interest income increased by approximately $315,000 and interest expense
increased by approximately $298,000. The increase in interest expense was due
primarily to line of credit use for expansion of facilities, the start up of
Thor California, and increases in accounts receivable and inventories.
The combined income tax rate was 41.0% compared to 38.8% in 1995. The 1995 rate
reflects favorable utilization of foreign tax credits.
LIQUIDITY
On July 31, 1997, Thor had $12,752,729 in cash and cash equivalents, compared to
$12,737,778 on July 31, 1996.
Working capital on July 31, 1997, was $79,158,686 compared to $73,762,459 on
July 31, 1996. Inventory valued at current cost on July 31, 1997, exceeded LIFO
inventory by $3,168,977. The Company has no long term debt.
The Company currently has a $30,000,000 revolving line of credit with Harris
Trust and Savings Bank and Bank One. There were no borrowings on the line at
July 31, 1997.
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, 1997. Amortization of intangibles decreased from $2,748,852 for the
year ended July 31, 1996 to $2,084,312 for the year ended July 31, 1997 because
certain intangibles became fully amortized.
During fiscal 1997, Thor purchased 543,319 shares of its common stock,
increasing treasury stock by $13,561,052.
11
<PAGE> 12
The Company believes that internally generated funds and the revolving credit
agreement already in place will be sufficient to meet current needs and
anticipated capital requirements. The Company does not anticipate significant
capital expenditures for fiscal 1998.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (As Restated, see Footnote
L)
Quarterly Financial Data
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------
October 31 January 31 April 30 July 31
---------------------------------------------------------------------------------------
($000, except per share amounts)
<S> <C> <C> <C> <C>
1997
Net sales................................... $150,497 $123,525 $169,329 $181,084
Gross profit................................ 16,143 11,456 17,795 20,374
Net income (1) ............................ 4,790 1,692 4,358 5,583
Net income per common share................. .55 .20 .54 .69
Dividends paid per common share............. .03 .03 .03 .03
Market prices per common share:
High .................................... $ 26.00 $ 26.25 $ 26.00 $ 25.94
Low ..................................... $ 18.75 $ 22.25 $ 20.38 $ 21.38
---------------------------------------------------------------------------------------
1996
Net sales................................... $151,519 $119,781 $169,174 $161,604
Gross profit................................ 16,309 12,101 17,515 20,132
Net income (1) ............................ 4,221 1,882 3,827 4,921
Net income per common share................. .47 .21 .44 .57
Dividends paid per common share............. .03 .03 .03 .03
Market prices per common share:
High .................................... $ 20.00 $ 20.25 $ 19.88 $ 22.75
Low ..................................... $ 15.75 $ 15.88 $ 16.25 $ 18.13
=======================================================================================
(1) Net income in the fourth quarter was increased by $1,298,000 in 1997 and
$1,400,000 in 1996, due to adjustments to physical inventory, warranty
reserves and management incentives.
</TABLE>
12
<PAGE> 13
ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURES
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information with respect to Directors and Executive Officers of the Registrant
is included in the definitive Proxy Statement, dated on or about October 29,
1997, filed with the Commission pursuant to Regulation 14A, which portion of
said Proxy Statement is hereby incorporated by reference.
ITEM 11. MANAGEMENT REMUNERATION
The information required in response to this Item is contained under the caption
EXECUTIVE OFFICERS in the definitive Proxy Statement, dated on or about October
29, 1997, filed with the Commission pursuant to Regulation 14A, which portion of
said Proxy Statement is hereby incorporated by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required in response to this Item is contained under the caption
ELECTION OF DIRECTORS for Security Ownership of Management and under the caption
OWNERSHIP OF COMMON STOCK for principal shareholders, of the definitive Proxy
Statement, dated on or about October 29, 1997, filed with the Commission
pursuant to Regulation 14A, which portion of said Proxy Statement is hereby
incorporated by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required in response to this Item is contained under the caption
CERTAIN RELATIONS AND TRANSACTIONS WITH MANAGEMENT in the definitive Proxy
Statement, dated on or about October 29, 1997, filed with the Commission
pursuant to Regulation 14A, which portion of said Proxy Statement is hereby
incorporated by reference.
13
<PAGE> 14
PART IV
ITEM 14. FINANCIAL STATEMENT SCHEDULES, EXHIBITS,
AND REPORTS ON FORM 8-K
<TABLE>
<CAPTION>
(A) 1. FINANCIAL STATEMENTS PAGE
<S> <C>
Independent Auditors' Report..................................................................17
Consolidated Balance Sheets, July 31, 1997 and 1996.......................................18, 19
Consolidated Statements of Income for the Years Ended
July 31, 1997, 1996 and 1995...............................................................20
Consolidated Statements of Stockholders' Equity for the
Years Ended July 31, 1997, 1996 and 1995...................................................21
Consolidated Statements of Cash Flows for the Years Ended
July 31, 1997, 1996 and 1995...............................................................22
Notes to Consolidated Financial Statements for the Years Ended
July 31, 1997, 1996 and 1995............................................................23-28
(A) 2. FINANCIAL STATEMENT SCHEDULE AS OF JULY 31, 1997, AND FOR EACH
OF THE THREE YEARS IN THE PERIOD ENDED JULY 31, 1997:
Schedule II--Valuation and Qualifying Accounts.................................................29
All other schedules have been omitted as not required or not applicable
under the instructions.
(A) 3. EXHIBITS
(3) ARTICLES OF INCORPORATION AND BY-LAWS
(a) Registrant's Restated Certificate of..................................................*
Incorporation. (Filed as Exhibit 3(a)
to Registration Statement No. 33-13827.)
(b) Registrant's By-laws. (Filed as Exhibit 3(b).........................................*
to Registration Statement No. 33-13827.)
(4) INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS
INCLUDING INDENTURES
(a) Form of Common Stock Certificate......................................................*
(Filed as Exhibit 4(a) to 10-K dated July 31, 1987.)
*Incorporated by reference.
</TABLE>
14
<PAGE> 15
EXHIBITS (CONTINUED)
(22) SUBSIDIARIES OF THE REGISTRANT The subsidiaries of the
Registrant, excluding those which, considered in the aggregate as
a single subsidiary, would not constitute a significant
subsidiary as of July 31, 1997, are:
Airstream, Inc. (a Nevada corporation),
Thor America, Inc. (a Pennsylvania corporation)
Citair, Inc. (a Pennsylvania corporation),
Citair does business in Canada under the name "General Coach."
Dutchmen Manufacturing, Inc. (a Delaware corporation)
Aero Manufacturing, Inc. (a Delaware corporation)
Thor Indiana, Inc. (a Delaware corporation)
Four Winds International, Inc. (a Delaware corporation)
Thor California, Inc. (a Delaware corporation)
Thor Industries West, Inc. (a California corporation),
Komfort Corp. (a Delaware corporation)
ElDorado National California, Inc. (a California corporation)
ElDorado National Kansas, Inc. (a Kansas corporation)
ElDorado National Michigan, Inc. (a Delaware corporation),
(B) REPORT ON FORM 8-K
There were no filings on Form 8-K during fiscal year 1997.
15
<PAGE> 16
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
(Signed) /s/ WADE F.B. THOMPSON
--------------------------
Wade F. B. Thompson
Chairman, President, and Chief Executive Officer
Date JUNE 5, 1998
-------------------------------
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
(Signed) /s/ Peter B. Orthwein (Signed) /s/ WAlter L. Bennett
--------------------------- -----------------------------
Peter B. Orthwein Walter L. Bennett
Vice Chairman, Treasurer Vice President, Finance
(Principal Financial Officer) and Director (Principal Accounting Officer)
Date June 5, 1998 Date June 5, 1998
------------------------------- ---------------------------------
(Signed) /s/ Wade F.b. Thompson (Signed) /s/ Alan Siegel
--------------------------- -----------------------------
Wade F. B. Thompson Alan Siegel
Chairman, President, and Chief Executive Director
Officer (Principal Executive Officer
and Director)
Date June 5, 1998 Date June 5, 1998
------------------------------- ---------------------------------
(Signed) /s/ WILLIAM C. TOMSON
---------------------------
William C. Tomson
Director
Date June 5, 1998
-------------------------------
16
<PAGE> 17
INDEPENDENT AUDITORS' REPORT
THE BOARD OF DIRECTORS AND STOCKHOLDERS--THOR INDUSTRIES, INC.
We have audited the accompanying consolidated balance sheets of Thor
Industries, Inc., and subsidiaries as of July 31, 1997 and 1996, and the
related consolidated statements of income, stockholders' equity and cash flows
for each of the three years in the period ended July 31, 1997. Our audits also
included the financial statement schedule listed in the index of item 14(a)(2).
These financial statements and the financial statement schedule are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements and financial statement schedules
based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of the companies as of July 31, 1997
and 1996, and the results of their operations and their cash flows for each of
the three years in the period ended July 31, 1997, in conformity with generally
accepted accounting principles. Also, in our opinion, such financial statement
schedule, when considered in relation to the basic consolidated financial
statements taken as a whole, presents fairly in all material respects
the information set forth therein.
As discussed in Note L, the accompanying financial statements have been
restated.
DELOITTE & TOUCHE LLP
Dayton, Ohio
September 26, 1997 (June 5, 1998 as to Note L)
17
<PAGE> 18
<TABLE>
Consolidated Balance Sheets, July 31, 1997 and 1996 (As Restated, see Footnote L)
- --------------------------------------------------------------------------------
<CAPTION>
-------------------------------------
ASSETS 1997 1996
- ------ -------------------------------------
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents........................................................... $12,752,729 $ 12,737,778
Accounts receivable:
Trade, less allowance for doubtful accounts--
$516,535 in 1997 and $52,190 in 1996............................................ 50,837,162 48,147,482
Other........................................................................... 776,952 811,173
Inventories (Note B)................................................................ 60,446,826 62,566,455
Prepaid expenses and other (Note D)................................................. 3,647,131 3,706,461
-------------------------------------
TOTAL CURRENT ASSETS................................................................ 128,460,800 127,969,349
-------------------------------------
PROPERTY, PLANT AND EQUIPMENT:
Land................................................................................ 1,237,784 1,212,024
Buildings and improvements.......................................................... 12,115,879 11,978,857
Machinery and equipment............................................................. 14,860,030 15,182,013
-------------------------------------
Total cost.......................................................................... 28,213,693 28,372,894
Accumulated depreciation............................................................ 12,159,291 11,167,142
-------------------------------------
NET PROPERTY, PLANT AND EQUIPMENT................................................... 16,054,402 17,205,752
-------------------------------------
INVESTMENT IN JOINT VENTURES (NOTE J)............................................... 3,365,442 3,565,742
-------------------------------------
OTHER ASSETS:
Goodwill............................................................................ 14,538,350 15,175,617
Noncompete agreements............................................................... 3,953,586 4,912,964
Trademarks.......................................................................... 2,533,497 2,858,835
Other............................................................................... 2,062,562 2,129,626
TOTAL OTHER ASSETS.................................................................. 23,087,995 25,077,042
TOTAL............................................................................... $170,968,639 $173,817,885
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
See notes to consolidated financial statements.
18
<PAGE> 19
<TABLE>
<CAPTION>
------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY 1997 1996
- ------------------------------------ ------------------------------------
<S> <C> <C>
Current liabilities:
Accounts payable................................................................... $31,814,320 $27,901,604
Line of credit (Note C)............................................................ -- 6,515,000
Accrued liabilities:
Compensation and related items.................................................. 8,828,872 11,704,885
Product warranties.............................................................. 7,452,061 6,345,670
Other........................................................................... 1,206,861 1,739,731
-------------------------------------
Total current liabilities........................................................... 49,302,114 54,206,890
-------------------------------------
Other liabilities (Note D).......................................................... 1,847,064 1,672,041
Contingent liabilities (Note G)..................................................... -- --
Stockholders' equity (Note H):
Preferred stock--authorized 1,000,000 shares; none outstanding....................... -- --
Common stock--par value of $.10 a share;
authorized, 10,000,000 shares;
issued 9,099,247 shares in 1997 and 1996.......................................... 909,925 909,925
Additional paid-in capital.......................................................... 25,105,120 25,105,120
Foreign currency translation........................................................ (629,546) (641,856)
Retained earnings................................................................... 113,810,210 98,380,961
-------------------------------------
TOTAL............................................................................... 139,195,709 123,754,150
Less 955,758 treasury shares in 1997 and 412,439 in1996............................. (19,376,248) (5,815,196)
-------------------------------------
Total stockholders' equity.......................................................... 119,819,461 117,938,954
-------------------------------------
TOTAL............................................................................... $ 170,968,639 $173,817,885
===========================================================================================================================
</TABLE>
See notes to consolidated financial statements.
19
<PAGE> 20
Thor Industries, Inc. and Subsidiaries
Consolidated Statements of Income for the Years Ended July 31, 1997, 1996 and
1995 (1997 and 1996 as Restated, see Footnote L)
<TABLE>
<CAPTION>
----------------------------------------------------------
1997 1996 1995
----------------------------------------------------------
<S> <C> <C> <C>
Net sales...................................................... $ 624,435,108 $602,077,568 $562,681,238
Cost of products sold.......................................... 558,666,678 536,020,378 498,323,348
----------------------------------------------------------
Gross profit................................................... 65,768,430 66,057,190 64,357,890
Selling, general and administrative expenses................... 36,381,235 38,537,782 39,553,763
Amortization of intangibles.................................... 2,084,312 2,748,852 2,736,489
----------------------------------------------------------
Operating income............................................... 27,302,883 24,770,556 22,067,638
Other income (expense):
Interest income.............................................. 872,014 935,332 619,843
Interest expense............................................. (635,654) (625,185) (327,282)
Other........................................................ 97,958 95,248 190,340
----------------------------------------------------------
Total other income............................................. 334,318 405,395 482,901
----------------------------------------------------------
Income before income taxes..................................... 27,637,201 25,175,951 22,550,539
Provision for income taxes (Note D)............................ 11,214,434 10,325,230 8,760,852
----------------------------------------------------------
Net income..................................................... $ 16,422,767 $14,850,721 $ 13,789,687
==========================================================
Net income per common share (Note A)........................... $ 1.98 $ 1.69 $ 1.55
==========================================================
</TABLE>
See notes to consolidated financial statements.
20
<PAGE> 21
THOR INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY FOR THE YEARS ENDED JULY 31,
1997, 1996 AND 1995 (1997 AND 1996 AS RESTATED, SEE FOOTNOTE L)
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
Treasury Stock Common Stock Additional Foreign
--------------------------------------------------------
Paid-In Currency Retained
Shares Amount Shares Amount Capital Translation Earnings
----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
July 31, 1994 142,739 $1,029,148 9,099,247 $909,925 $25,105,120 $(928,454) $71,865,542
Net income -- -- -- -- -- -- 13,789,687
Shares purchased 45,500 895,311 -- -- -- -- --
Cash dividends
$.12 per common share -- -- -- -- -- -- (1,069,900)
Foreign currency
translation adjustment -- -- -- -- -- 155,848 --
----------------------------------------------------------------------------------------------------------
July 31, 1995 188,239 1,924,459 9,099,247 909,925 25,105,120 (772,606) 84,585,329
Net income -- -- -- -- -- -- 14,850,721
Shares purchased 224,200 3,890,737 -- -- -- -- --
Cash dividends
$.12 per common share -- -- -- -- -- -- (1,055,089)
Foreign currency
translation adjustment -- -- -- -- -- 130,750 --
----------------------------------------------------------------------------------------------------------
July 31, 1996 412,439 5,815,196 9,099,247 909,925 25,105,120 (641,856) 98,380,961
Net income -- -- -- -- -- -- 16,422,767
Shares purchased 543,319 13,561,052 -- -- -- -- --
Cash dividends
$.12 per common share -- -- -- -- -- -- (993,518)
Foreign currency
translation adjustment -- -- -- -- -- 12,310 --
----------------------------------------------------------------------------------------------------------
July 31, 1997 955,758 $19,376,248 9,099,247 $909,925 $25,105,120 $(629,546) $113,810,210
==========================================================================================================
</TABLE>
See notes to consolidated financial statements.
21
<PAGE> 22
THOR INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED JULY 31, 1997, 1996
AND 1995 (1997 AND 1996 AS RESTATED, SEE FOOTNOTE L)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
----------------------------------------------------------
1997 1996 1995
----------------------------------------------------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income..................................................... 16,422,767 $ 14,850,721 $ 13,789,687
Adjustments to reconcile net income
to net cash provided by operating activities:
Depreciation.............................................. 2,376,832 2,266,175 2,020,389
Amortization of intangibles............................... 2,084,312 2,748,852 2,736,489
Deferred income taxes..................................... 387,316 355,321 (783,174)
Changes in assets and liabilities,
net of effects from acquisitions:
Accounts receivable............................................ (2,655,459) (11,010,761) 2,466,203
Inventories.................................................... 2,119,629 (6,452,919) (5,732,083)
Prepaid expenses and other..................................... 509,456 125,834 (1,202,925)
Accounts payable............................................... 3,912,715 9,457,950 (7,911,297)
Accrued liabilities............................................ (2,302,492) (1,129,620) 237,464
Other liabilities.............................................. (669,083) (164,250) (332,954)
----------------------------------------------------------
Net cash provided by operating activities...................... 22,185,993 11,047,303 5,287,799
----------------------------------------------------------
Cash flows from investing activities:
Purchases of property, plant and equipment..................... (1,794,253) (4,722,312) (5,204,320)
Disposals of property, plant and equipment..................... 680,471 192,067 211,621
Acquisitions--net of cash acquired............................. -- -- (5,123,702)
Investment in CAT Joint Venture LLC............................ -- (2,300,000) --
----------------------------------------------------------
Net cash used in investing activities.......................... (1,113,782) (6,830,245) (10,116,401)
----------------------------------------------------------
Cash flows from financing activities:
Cash dividends................................................. (993,518) (1,055,089) (1,069,900)
Net increase (decrease) in line of credit...................... (6,515,000) 6,515,000 --
Purchase of treasury shares.................................... (13,561,052) (3,890,737) (895,311)
----------------------------------------------------------
Net cash provided by (used in) financing activities ........... (21,069,570) 1,569,174 (1,965,211)
----------------------------------------------------------
Effect of exchange rate changes on cash........................ 12,310 130,750 50,936
----------------------------------------------------------
Net increase (decrease) in cash and cash equivalents........... 14,951 5,916,982 (6,742,877)
Cash and cash equivalents, beginning of year................... 12,737,778 6,820,796 13,563,673
----------------------------------------------------------
Cash and cash equivalents, end of year......................... $ 12,752,729 $12,737,778 $ 6,820,796
==========================================================
Supplemental cash flow information:
Income taxes paid.............................................. $ 12,126,600 $ 10,070,961 $ 11,590,599
Interest paid.................................................. $ 635,654 $ 625,185 $ 327,282
</TABLE>
See notes to consolidated financial statements.
22
<PAGE> 23
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JULY 31, 1997, 1996 AND 1995
- --------------------------------------------------------------------------------
A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- --------------------------------------------------------------------------------
PRINCIPLES OF CONSOLIDATION--The accompanying consolidated financial statements
include the accounts of Thor Industries, Inc. and its wholly-owned domestic and
foreign subsidiaries. Investments in two unconsolidated 50% owned companies are
accounted for by the equity method. All intercompany balances and transactions
are eliminated in consolidation.
CASH AND CASH EQUIVALENTS--Interest-bearing deposits and other investments with
original maturities of three months or less are considered cash equivalents.
INVENTORIES--Inventories are stated at the
lower of cost or market, determined principally by the last-in, first-out (LIFO)
basis.
DEPRECIATION--Property, Plant and Equipment is recorded at cost and
depreciated using the straight-line method over the estimated useful lives of
the assets as follows:
Buildings and improvements--ten to thirty-nine years
Machinery and equipment--three to ten years
OTHER ASSETS--Other assets are amortized using the straight-line method over the
estimated lives of the assets as follows:
Goodwill--twenty or thirty years
Noncompete agreements--five or ten years
Trademarks--ten or twenty years
The Company periodically reviews long-term assets for impairment.
PRODUCT WARRANTIES--Estimated warranty costs are provided at the time of sale of
the warranted products.
REVENUE RECOGNITION--Revenues from the sale of recreational vehicles and buses
are recognized when shipped to dealers, distributors, or contract buyers.
ESTIMATES--The preparation of financial statements, in conformity with generally
accepted accounting principles, requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amount of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.
FOREIGN CURRENCY TRANSLATION--Assets and liabilities of Canadian
operations reported in the consolidated balance sheets have been translated at
current exchange rates. Revenues and expenses reported in the consolidated
statements of income have been translated at the average exchange rate for the
year. Transaction gains and losses are not significant.
NET INCOME PER COMMON SHARE--Net income per common share is
computed using the weighted average number of common shares outstanding during
each accounting period: 8,305,558 in 1997, 8,809,660 in 1996 and 8,918,654 in
1995.
STOCK OPTIONS--The Company measures cost for stock options issued to
employees using the method of accounting prescribed by APB Opinion No. 25,
"Accounting for Stock Issued to Employees." In October 1995, the Financial
Accounting Standards Board issued Statement of Financial Accounting Standards
No. 123 (SFAS 123), "Accounting for Stock-based Compensation," which was adopted
by the Company in 1997. Pursuant to the new standard, companies are encouraged,
but not required, to adopt the fair value method of accounting for stock options
and similar equity instruments. The Company has elected to continue measuring
compensation cost in accordance with APB No. 25.
EARNINGS PER SHARE--The Company calculates earnings per share using methods
prescribed by Accounting Principles Board Opinion APB No. 15, "Earnings per
Share." In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings Per
Share," which replaces APB No. 15 and requires adoption for periods ending after
December 15, 1997. The statement will require dual presentation of basic and
diluted earnings per share on the face of the income statement. For the year
ended July 31, 1997, the basic and diluted earnings per share calculated
pursuant to SFAS No. 128 would not be materially different from earnings per
share as currently reported.
23
<PAGE> 24
COMPREHENSIVE INCOME--In June 1997, the FASB issued SFAS No. 130, "Reporting
Comprehensive Income," which will require disclosure in the financial statements
of all the changes in equity during a period from transactions and other events
and circumstances from non-owner sources. Items included in comprehensive income
will include separate classification of items based upon their nature. The
Statement requires that comparative information for prior years to be restated.
SFAS No. 130 is effective for financial statements for fiscal years beginning
after December 15, 1997. The effect on the Company's financial statements has
not yet been determined.
SEGMENTS--In June 1997, the FASB issued SFAS No. 131,
"Disclosures About Segments of an Enterprise and Related Information," which
will require new segment information in public companies' annual financial
statements. Additionally, selected information will be required in interim
financial statements. The Statement requires that comparative information for
prior years be restated. SFAS No. 131 is effective for financial statements for
periods beginning after December 15, 1997. The effect on the Company's financial
statements has not yet been determined.
RE-CLASSIFICATIONS--Certain reclassifications have been made in the 1996 and
1995 consolidated financial statements to conform to the presentation used in
1997. These reclassifications had no effect on the results of operations or
stockholders' equity as previously reported.
B. INVENTORIES
- --------------------------------------------------------------------------------
Major classifications of inventories are:
<TABLE>
<CAPTION>
As of July 31,
--------------------------------------
1997 1996
As restated As restated
--------------------------------------
<S> <C> <C>
Finished products................................................................... $ 7,921,573 $ 6,529,164
Work in process..................................................................... 14,755,637 12,400,652
Raw materials....................................................................... 23,854,734 29,345,238
Chassis............................................................................. 17,083,859 16,909,603
--------------------------------------
Total............................................................................... 63,615,803 65,184,657
Less excess of FIFO costs over LIFO costs........................................... 3,168,977 2,618,202
--------------------------------------
Total inventories................................................................... $60,446,826 $62,566,455
======================================
</TABLE>
C. LINE OF CREDIT
- --------------------------------------------------------------------------------
The Company has a $30,000,000 unsecured revolving line of credit with two banks.
There was no outstanding balance at July 31, 1997. The loan agreement contains
certain covenants, and the Company must maintain certain financial ratios. The
line of credit bears interest below the prime rate (6.5% at July 31, 1997) and
expires on November 30, 1997.
D. INCOME TAXES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Years ended July 31,
----------------------------------------------------------
1997 1996 1995
As restated As restated
----------------------------------------------------------
<S> <C> <C> <C>
Components of the provision are:
Current:
Federal...................................................... $8,568,239 $ 7,766,485 $ 7,549,261
State and local.............................................. 1,933,350 2,240,014 1,898,648
Foreign...................................................... 325,529 (36,590) 96,117
----------------------------------------------------------
Total current................................................ 10,827,118 9,969,909 9,544,026
----------------------------------------------------------
Total deferred............................................... 387,316 355,321 (783,174)
----------------------------------------------------------
Provision for income taxes................................... $11,214,434 $10,325,230 $ 8,760,852
==========================================================
</TABLE>
24
<PAGE> 25
<TABLE>
<CAPTION>
--------------------------------------
July 31, July 31,
1997 1996
--------------------------------------
<S> <C> <C>
A summary of deferred income taxes is:
Current deferred tax asset (liability):
Inventory basis..................................................................... $(1,188,863) $ (952,174)
Employee benefits................................................................... 220,405 166,607
Self-insurance...................................................................... 108,038 121,939
Product warranties.................................................................. 2,848,001 2,461,775
Other............................................................................... 12,164 (255,192)
--------------------------------------
TOTAL CURRENT DEFERRED TAX ASSET
INCLUDED IN PREPAID EXPENSES AND OTHER.............................................. 1,999,745 1,542,955
--------------------------------------
LONG-TERM DEFERRED TAX ASSET (LIABILITY):
Property basis...................................................................... (2,326,810) (1,820,924)
Deferred compensation............................................................... -- 234,179
Other............................................................................... 479,746 583,787
--------------------------------------
TOTAL LONG-TERM DEFERRED TAX LIABILITY
INCLUDED IN OTHER LIABILITIES....................................................... (1,847,064) (1,002,958)
--------------------------------------
NET DEFERRED TAX ASSET.............................................................. $ 152,681 $ 539,997
======================================
</TABLE>
The differences between income taxes at the federal statutory rate and the
actual income taxes are as follows:
<TABLE>
<CAPTION>
----------------------------------------------------------
1997 1996 1995
As restated As restated
----------------------------------------------------------
<S> <C> <C> <C>
Provision at statutory rates................................... $ 9,673,020 $ 8,811,582 $7,892,689
State and local income taxes, net of federal tax benefit....... 1,210,178 1,412,612 1,034,121
Amortization of intangibles.................................... 269,869 269,869 265,436
Other.......................................................... 61,367 (168,833) (431,394)
----------------------------------------------------------
Provision for income taxes .................................... $11,214,434 $10,325,230 $8,760,852
==========================================================
</TABLE>
Income before income taxes includes foreign income of $603,473 in 1997, $176,482
in 1996 and $533,547 in 1995.
E. LEASES
- --------------------------------------------------------------------------------
The Company has operating leases principally for land, buildings and equipment.
Minimum future rental payments required under these operating leases are
$10,557,065, which includes the following amounts due in each of the next five
years ending July 31: $2,434,086 in 1998; $2,256,470 in 1999; $2,028,173 in
2000; $1,726,738 in 2001; $877,982 in 2002 and $1,233,616 thereafter. Rent
expense was $2,541,033 in 1997, $2,497,776 in 1996 and $2,050,048 in 1995.
F. PROFIT SHARING PLANS
- --------------------------------------------------------------------------------
The Company has four 401(k) plans for full-time employees at four subsidiaries
and a 401(k) plan for domestic union employees at another subsidiary.
Contributions to the union negotiated 401(k) plan are based on hours worked;
contributions to one non-union plan are at the discretion of the Board of
Directors. There are no Company contributions to the three remaining non-union
401(k) plans. Total expense for these plans was $148,646 in 1997, $180,171 in
1996 and $176,451 in 1995.
25
<PAGE> 26
G. CONTINGENT LIABILITIES
- --------------------------------------------------------------------------------
It is customary practice for companies in the recreational vehicle industry to
enter into repurchase agreements with financing institutions to provide
financing to their dealers. Generally, the agreements provide for the repurchase
of products from the financing institution in the event of a dealer's default.
Although the total contingent liability approximated $150,445,000 at July 31,
1997, the risk of loss under the agreements is spread over numerous dealers and
is further reduced by the resale value of the units which the Company would be
required to repurchase. Losses under these agreements have not been significant
in the periods presented in the accompanying consolidated financial statements,
and management believes any future losses under the agreements will not have a
significant effect on consolidated financial position or results of operations.
The Company obtains certain vehicle chassis from automobile manufacturers under
a converter pool agreement. The agreement generally provides that the
manufacturer will supply chassis at the Company's various production facilities
under the terms and conditions as set forth in the agreement. The manufacturer
does not transfer the certificate of origin to the Company and, accordingly, the
Company accounts for the chassis as consigned inventory. Typically, chassis are
converted and delivered to customers within 90 days of delivery. If the chassis
is not converted within 90 days of delivery to the Company, the Company
purchases the chassis, and at that time the Company records the inventory. At
July 31, 1997, chassis on hand accounted for as consigned inventory was
approximately $9,311,000.
H. STOCKHOLDERS' EQUITY
- --------------------------------------------------------------------------------
Officers and key employees have been granted stock options under the 1988
Incentive Stock Option Plan. Under the Plan, options to purchase 300,000 common
shares may be granted and expire on various dates from 1998-2007.
The Company applies APB Opinion No. 25 and related Interpretations in accounting
for the plan. Accordingly, no compensation cost has been recognized for its
stock option plan. Had compensation cost for the Company's stock-based
compensation plan been determined on the fair value at the grant date for the
awards under the plan consistent with the method of FASB Statement 123, the
effect on the Company's net income per share and earnings per share for 1997 and
1996 would have been insignificant.
A summary of option transactions under the Incentive Stock Option Plan is as
follows:
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------
1997 1996 1995
---------------------------------------------------------------------------------------
Weighted- Weighted- Weighted-
Average Average Average
Shares Exercise Price Shares Exercise Price Shares Exercise Price
---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Outstanding at beginning of year 100 $8.00 100 $8.00 30,100 $18.29
Granted 129,000 21.50 -- -- -- --
Exercised -- -- -- -- (30,000) 18.33
Outstanding at end of year 129,100 $21.49 100 $8.00 100 $8.00
=======================================================================================
Exercisable at year-end 100 -- 100 -- 100 --
---------------------------------------------------------------------------------------
</TABLE>
The following summarized information about fixed stock options outstanding at
July 31, 1997.
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------
Options Outstanding Options Exercisable
---------------------------------------------------------------------------------------
Number Weighted-Average Number
Exercise Outstanding Remaining Weighted-Average Exercisable Exercise
Prices at July 31, 1997 Contractual Life Exercise Price at July 31 1997 Price
---------------------------------------------------------------------------------------
<C> <C> <C> <C> <C>
$8.00 100 1 Year $8.00 100 $8.00
$21.50 129,000 10 years $21.50 -- --
---------------------------------------------------------------------------------------
-- 129,100 -- $21.49 100 --
=======================================================================================
</TABLE>
At July 31, 1997, 22,500 shares were available for future grants.
A stock award plan which allows for the granting of up to 100,000 shares of
restricted stock to key employees was approved by the Board of Directors on
September 29, 1997.
26
<PAGE> 27
I. RESEARCH AND DEVELOPMENT
- --------------------------------------------------------------------------------
Research and development expenses were approximately $768,000 in 1997, $881,000
in 1996 and $1,127,000 in 1995.
J. JOINT VENTURES
- --------------------------------------------------------------------------------
In March 1996, the Company and Cruise America, Inc. formed a joint venture, CAT
Joint Venture LLC, to rent recreation vehicles to the public. The Company's
total investment of $2,358,000 includes a subordinated note receivable of
$1,910,000 due in 2000.
In March 1994, the Company and a financial services company formed a joint
venture, Thor Credit Corporation, to finance the sales of recreational vehicles
to consumer buyers. The Company's total investment of $1,007,000 includes a note
receivable of $450,000.
These investments are accounted for using the equity method.
K. BUSINESS SEGMENTS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
-----------------------------------------------------
1997 1996 1995
AS RESTATED AS RESTATED
-----------------------------------------------------
NET SALES: ($000) ($000) ($000)
- ----------
<S> <C> <C> <C>
Recreational vehicles:
United States................................................ $462,734 $477,573 $447,783
Canada....................................................... 22,276 18,418 21,216
Buses:
United States ............................................... 139,425 106,087 91,137
Canada....................................................... -- -- 2,545
-----------------------------------------------------
Total.......................................................... $624,435 $602,078 $562,681
=====================================================
OPERATING INCOME (LOSS):
- ------------------------
Recreational vehicles:
United States................................................ $19,942 $20,404 $ 17,460
Canada....................................................... 792 (168) 174
Buses:
United States................................................ 6,569 4,535 4,485
Canada....................................................... -- -- (51)
-----------------------------------------------------
Total.......................................................... $27,303 $24,771 $ 22,068
=====================================================
IDENTIFIABLE ASSETS:
- --------------------
Recreational vehicles:
United States................................................ $122,509 $126,347 $112,106
Canada....................................................... 7,325 11,596 11,803
Buses:
United States................................................ 41,135 35,875 24,552
-----------------------------------------------------
Total.......................................................... $170,969 $173,818 $148,461
=====================================================
DEPRECIATION AND AMORTIZATION EXPENSE:
Recreational vehicles.......................................... $3,668 $4,218 $ 3,960
Buses.......................................................... 793 797 797
-----------------------------------------------------
Total.......................................................... $4,461 $5,015 $ 4,757
=====================================================
CAPITAL EXPENDITURES:
- ---------------------
Recreational vehicles.......................................... $1,217 $4,345 $ 5,034
Buses.......................................................... 577 377 170
-----------------------------------------------------
Total.......................................................... $1,794 $4,722 $ 5,204
=====================================================
</TABLE>
- --------------------------------------------------------------------------------
27
<PAGE> 28
L. RESTATEMENT OF CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
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 taxes. As a result, the Company's financial statements as of
July 31, 1997, and July 31, 1996, and for the years ended July 31, 1997, and
July 31, 1996, have been restated from the amounts previously reported to
correct the cash, accounts receivable, inventory and other accrued liabilities,
and its related effect on earnings.
The effects of the restatement are as follows:
CONSOLIDATED BALANCE SHEETS
ASSETS:
<TABLE>
<CAPTION>
JULY 31, 1997 JULY 31, 1996
---------------------------------------------------------------------
AS PREVIOUSLY AS PREVIOUSLY
REPORTED AS RESTATED REPORTED AS RESTATED
---------------------------------------------------------------------
<S> <C> <C> <C> <C>
Cash............................................ $ 13,380,357 $ 12,752,729 $ 13,061,981 $ 12,737,778
Accounts receivable............................. 52,714,496 50,837,162 48,962,786 48,147,482
Accounts receivable-other....................... 776,952 776,952 811,173 811,173
Inventories..................................... 62,380,940 60,446,826 63,493,523 62,566,455
Prepaid expenses and other...................... 3,647,131 3,647,131 3,706,461 3,706,461
---------------------------------------------------------------------
Total current assets........................ 132,899,876 128,460,800 130,035,924 127,969,349
Investment in joint ventures.................... 3,365,442 3,365,442 3,565,742 3,565,742
Net property, plant and equipment............... 16,054,402 16,054,402 17,205,752 17,205,752
Total other assets.............................. 23,087,995 23,087,995 25,077,042 25,077,042
---------------------------------------------------------------------
Total........................................... $175,407,715 $170,968,639 $175,884,460 $173,817,885
=====================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY:
Accounts payable................................ $ 31,814,320 $31,814,320 $27,901,604 $27,901,604
Line of credit.................................. -- -- 6,515,000 6,515,000
Compensation and related items.................. 8,828,872 8,828,872 11,704,885 11,704,885
Products warranties............................. 7,452,061 7,452,061 6,345,670 6,345,670
Other........................................... 3,017,392 1,206,861 2,587,027 1,739,731
---------------------------------------------------------------------
Total current liabilities................... 51,112,645 49,302,114 55,054,186 54,206,890
Other liabilities............................... 1,847,064 1,847,064 1,672,041 1,672,041
Total stockholders' equity...................... 122,448,006 119,819,461 119,158,233 117,938,954
---------------------------------------------------------------------
Total........................................... $175,407,715 $170,968,639 $175,884,460 $173,817,885
=====================================================================
CONSOLIDATED STATEMENTS OF INCOME:
YEAR ENDED JULY 31, 1997 YEAR ENDED JULY 31, 1996
---------------------------------------------------------------------
AS PREVIOUSLY AS PREVIOUSLY
REPORTED AS RESTATED REPORTED AS RESTATED
---------------------------------------------------------------------
Sales........................................... $624,435,108 $624,435,108 $602,077,568 $602,077,568
Cost of products sold........................... 556,294,177 558,666,678 533,953,803 536,020,378
---------------------------------------------------------------------
Gross profit.................................... 68,140,931 65,768,430 68,123,765 66,057,190
Selling, general, administration and amortization 38,465,547 38,465,547 41,286,634 41,286,634
---------------------------------------------------------------------
Operating income................................ 29,675,384 27,302,883 26,837,131 24,770,556
Total other income.............................. 334,318 334,318 405,395 405,395
---------------------------------------------------------------------
Income before income taxes...................... 30,009,702 27,637,201 27,242,526 25,175,951
Provision for income taxes...................... 12,177,669 11,214,434 11,172,526 10,325,230
---------------------------------------------------------------------
Net Income...................................... $ 17,832,033 $ 16,422,767 $ 16,070,000 $ 14,850,721
=====================================================================
Net Income per common share..................... $ 2.15 $ 1.98 $ 1.82 $ 1.69
=====================================================================
</TABLE>
28
<PAGE> 29
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED JULY 31, 1997, 1996 AND 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
- -------- -------- -------- -------- --------
Additions
Balance at Charged to Write-offs Balance
Beginning Costs and Net of at End of
Description of Period Expenses Recoveries Period
-------------------------------------------------------------
<S> <C> <C> <C> <C>
Year Ended July 31, 1997:
Allowance for doubtful accounts............$ 52,190 $ 491,755 ($ 27,410) $ 516,535
=============================================================
Accumulated amortization of
goodwill and other intangibles.............$ 14,609,392 $ 2,084,312 -- $ 16,693,704
=============================================================
Year Ended July 31, 1996:
Allowance for doubtful accounts............$ 52,190 $ 80,306 $ (80,306) $ 52,190
=============================================================
Accumulated amortization of
goodwill and other intangibles.............$ 11,860,540 $ 2,748,852 -- $ 14,609,392
=============================================================
Year Ended July 31, 1995:
Allowance for doubtful accounts............$ 35,420 $ 84,093 $ (67,323) $ 52,190
=============================================================
Accumulated amortization of
goodwill and other intangibles.............$ 9,124,051 $ 2,736,489 -- $ 11,860,540
=============================================================
</TABLE>
[THOR INDUSTRIES INC LOGO]
419 West Pike Street o Jackson Center, OH 45334 o 937-596-6849
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000730263
<NAME> THOR INDUSTRIES, INC.
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUL-31-1997
<PERIOD-END> JUL-31-1997
<CASH> 12,752,729
<SECURITIES> 0
<RECEIVABLES> 51,614,114
<ALLOWANCES> 0
<INVENTORY> 60,446,826
<CURRENT-ASSETS> 128,460,800
<PP&E> 28,213,693
<DEPRECIATION> 12,159,291
<TOTAL-ASSETS> 170,968,639
<CURRENT-LIABILITIES> 49,302,114
<BONDS> 0
0
0
<COMMON> 909,925
<OTHER-SE> 118,909,536
<TOTAL-LIABILITY-AND-EQUITY> 170,968,639
<SALES> 624,435,108
<TOTAL-REVENUES> 624,435,108
<CGS> 558,666,678
<TOTAL-COSTS> 597,132,225
<OTHER-EXPENSES> (97,958)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 635,654
<INCOME-PRETAX> 27,637,201
<INCOME-TAX> 11,214,434
<INCOME-CONTINUING> 16,422,767
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 16,422,767
<EPS-PRIMARY> 1.98
<EPS-DILUTED> 0
</TABLE>
