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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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QUARTERLY REPORT UNDER SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR QUARTER ENDED October 31, 2002 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 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
- --------------------------------------------------- -------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
------------------ ---------------
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at 10/31/02
----- -----------------------
Common stock, par value 28,518,647 shares
$.10 per share
THOR INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
---------------------------
OCTOBER 31, 2002 JULY 31, 2002
---------------- -------------
ASSETS
------
Current assets:
Cash and cash equivalents $ 69,922,423 $ 113,192,639
Investments - short term 18,477,810 4,621,874
Accounts receivable:
Trade 90,455,719 72,816,320
Other 2,553,451 2,445,578
Inventories 108,592,884 94,665,354
Deferred income taxes and other 12,476,728 3,496,589
------------- -------------
Total current assets 302,479,015 291,238,354
------------- -------------
Property:
Land 10,414,826 9,848,968
Buildings and improvements 41,830,222 37,249,824
Machinery and equipment 26,958,317 25,625,071
------------- -------------
Total cost 79,203,365 72,723,863
Accumulated depreciation 22,190,627 20,882,575
------------- -------------
Property, net 57,012,738 51,841,288
------------- -------------
Investments:
Joint ventures 2,195,315 2,137,946
Investments available-for-sale 2,338,151 3,920,746
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Total investments 4,533,466 6,058,692
------------- -------------
Other assets:
Goodwill 130,554,872 130,554,872
Non-compete agreements 4,275,703 4,454,408
Trademarks 8,669,642 8,669,642
Other 5,049,777 4,685,877
------------- -------------
Total other assets 148,549,994 148,364,799
------------- -------------
TOTAL ASSETS $ 512,575,213 $ 497,503,133
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current liabilities:
Accounts payable $ 75,203,496 $ 89,397,885
Accrued liabilities:
Taxes 22,591,827 13,793,041
Compensation and related items 17,541,924 20,463,363
Product warranties 27,909,411 25,374,825
Other 7,730,664 7,890,955
------------- -------------
Total current liabilities 150,977,322 156,920,069
------------- -------------
Deferred income taxes and other liabilities 6,191,536 5,964,143
Stockholders' equity:
Common stock - authorized 40,000,000 shares;
issued 28,518,647 shares @ 10/31/02 and 32,299,838
shares @ 7/31/02; par value of $.10 per share 2,851,865 3,229,984
Additional paid-in capital 80,303,972 89,941,287
Accumulated other comprehensive loss (1,360,759) (1,455,914)
Retained earnings 275,009,178 273,033,292
Restricted stock plan (1,397,901) (531,062)
Cost of treasury shares, -0- shares @ 10/31/02
and 3,816,814 @ 7/31/02 - (29,598,666)
------------- -------------
Total stockholders' equity 355,406,355 334,618,921
------------- -------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 512,575,213 $ 497,503,133
============= =============
See notes to consolidated financial statements
THOR INDUSTRIES, INC. AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED INCOME
FOR THE THREE MONTHS ENDED OCTOBER 31, 2002 AND 2001
----------------------------------------------------
2002 2001
---- ----
Net sales $406,262,314 $208,544,244
Cost of products sold 347,668,457 186,431,808
------------ ------------
Gross profit 58,593,857 22,112,436
Selling, general and
administrative expenses 23,302,896 12,790,408
Impairment of equity securities 1,580,334 -
Interest income 595,115 933,037
Interest expense 115,745 151,503
Other income 271,037 281,540
------------ ------------
Income before income taxes 34,461,034 10,385,102
Provision for income taxes 13,612,109 3,692,703
------------ ------------
Net income $ 20,848,925 $ 6,692,399
============ ============
Average common shares outstanding - Basic 28,485,986 23,830,916
- ------------------------------------------- ------------ ------------
Average common shares outstanding - Diluted 28,777,189 23,970,644
- ------------------------------------------- ------------ ------------
Earnings per common share:
- --------------------------
Basic $ .73 $ .28
============ ============
Diluted $ .72 $ .28
============ ============
Dividends paid per common share $ .01 $ .01
- ------------------------------- ============ ============
See notes to consolidated financial statements
THOR INDUSTRIES, INC. AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED CASH FLOWS
FOR THE THREE MONTHS ENDED OCTOBER 31, 2002 AND 2001
----------------------------------------------------
2002 2001
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 20,848,925 $ 6,692,399
Adjustments to reconcile net income to net cash (used in)
provided by operating activities:
Depreciation 1,297,302 966,369
Amortization 178,705 34,063
Impairment of equity securities 1,580,334 -
Purchase of trading investments (18,873,009) (3,588,350)
Proceeds from sale of trading investments 5,058,879 29,995,799
(Gain) loss on sale of trading investments 3,951 (155,683)
Unrealized (gain) on trading investments (45,757) -
CHANGES IN NON CASH ASSETS AND LIABILITIES:
Accounts receivable (17,747,272) (6,337,000)
Inventories (13,927,530) (3,320,146)
Prepaid expenses and other (9,401,032) 1,268,169
Accounts payable (14,194,389) (19,293,585)
Accrued liabilities 8,251,642 4,064,549
Other liabilities 269,478 842,802
------------- -------------
Net cash provided by (used in) operating activities (36,699,773) 11,169,386
- --------------------------------------------------- ------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant & equipment (6,468,336) (1,696,558)
Disposals of property, plant & equipment - 16,127
------------- -------------
Net cash used in investing activities (6,468,336) (1,680,431)
- ------------------------------------- ------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash dividends (284,863) (238,329)
Proceeds from issuance of common stock 86,225 7,165
------------- -------------
Net cash used in financing activities (198,638) (231,164)
- ------------------------------------- ------------- -------------
EFFECT OF EXCHANGE RATE CHANGES ON CASH 96,531 (260,837)
------------- -------------
Net increase (decrease) in cash and equivalents (43,270,216) 8,996,954
Cash and equivalents, beginning of year 113,192,639 60,058,777
------------- -------------
CASH AND EQUIVALENTS, END OF PERIOD $ 69,922,423 $ 69,055,731
============= =============
SUPPLEMENTAL CASH FLOW INFORMATION:
Income taxes paid $ 5,623,971 $ 109,409
Interest paid 115,745 151,503
NON CASH TRANSACTIONS:
Issuance of restricted stock $ 908,831 $ 225,975
See notes to consolidated financial statements
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
1. The July 31, 2002 amounts are from the annual audited financial
statements. The interim financial statements are unaudited. In the opinion
of management, all adjustments (which consist of normal recurring
adjustments) necessary to present fairly the financial position and
results of operations for the interim periods presented have been made.
These financial statements should be read in conjunction with the
Company's Annual Report on Form 10-K for the year ended July 31, 2002. The
results of operations for the first quarter ended October 31, 2002 are not
necessarily indicative of the results for the full year.
2. Major classifications of inventories are:
October 31, 2002 July 31, 2002
---------------- -------------
Raw materials $ 48,889,185 $ 47,286,949
Chassis 25,824,221 21,252,774
Work in process 20,906,525 21,305,448
Finished goods 18,976,178 10,582,408
------------ ------------
Total 114,596,109 100,427,579
Less excess of FIFO costs
over LIFO costs 6,003,225 5,762,225
------------ ------------
Total inventories $108,592,884 $ 94,665,354
============ ============
3. Earnings Per Share
Three months Three months
ended ended
October 31, 2002 October 31, 2001
---------------- ----------------
Weighted average shares outstanding
for basic earnings per share 28,485,986 23,830,916
Stock options 291,203 139,728
---------- ----------
Total - For diluted shares 28,777,189 23,970,644
========== ==========
4. Comprehensive Income
Three months Three months
ended ended
October 31, 2002 October 31, 2001
---------------- ----------------
Net income $20,848,925 $ 6,692,399
Foreign currency translation adjustment 96,531 (260,837)
Unrealized depreciation on investments (1,376) (1,166,765)
----------- ------------
Comprehensive income $20,944,080 $ 5,264,797
=========== ============
5. Segment Information
Three months Three months
ended ended
October 31, 2002 October 31, 2001
---------------- ----------------
Net Sales:
Recreation vehicles
Towables $293,238,315 $ 84,425,885
Motorized 58,270,754 41,704,569
Other 668,240 744,853
Buses 54,085,005 81,668,937
------------ ------------
Total $406,262,314 $208,544,244
============ ============
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Three months Three months
ended ended
October 31, 2002 October 31, 2001
---------------- ----------------
Income Before Income Taxes:
Recreation vehicles $34,584,832 $ 5,489,521
Buses 2,609,858 5,533,423
Corporate (2,733,656) (637,842)
----------- -----------
Total $34,461,034 $10,385,102
=========== ===========
October 31, 2002 July 31, 2002
---------------- -------------
Identifiable Assets: $ (000) $ (000)
-------- --------
Recreation vehicles $337,562 $293,871
Buses 67,301 64,436
Corporate 107,712 139,196
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Total $512,575 $497,503
======== ========
6. Accounting Pronouncements
In August 2001, the FASB issued Statement of Financial Accounting
Standards No. 144 ("SFAS 144") entitled "Accounting for the Impairment or
Disposal of Long-Lived Assets", which addresses financial accounting and
reporting for the impairment or disposal of long-lived assets. While SFAS
144 supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed Of", it retains many of
the fundamental provisions of that statement. The Company has adopted SFAS
144 on August 1, 2002, and it did not have any impact on the Company's
financial statements.
7. Investments
The Company classifies its debt and equity securities as trading or
available-for-sale. Trading securities are bought and held principally for
the purpose of selling them in the near term. All securities not included
in trading are classified as available-for-sale.
Trading and available-for-sale investments are recorded at fair market
value. Unrealized holding gains and losses on trading investments are
included in earnings. Unrealized holding gains and losses, net of the
related tax effect, on available-for-sale investments are excluded from
earnings and are reported as a separate component of accumulated other
comprehensive income, net of income taxes until realized. Realized gains
and losses from the sale of available-for-sale investments are determined
on a specific-identification basis. Dividend and interest income are
recognized when earned.
At October 31, 2002, the Company held equity investments with a fair
market value of $2,338,151 and cost basis of $2,340,267 after a recognized
impairment. The Company recorded an impairment charge of $1,580,334 in the
quarter relating to its investment in an equity investment as it was
determined that the decline in market value of the investment was deemed
to be other than temporary. The impairment charge is included in the
statement of consolidated income caption "Impairment of equity
securities". The investments are classified as available-for-sale and
included in investments available-for-sale.
The Company has certain corporate debt investments that are classified as
trading investments and reported as Investments - short term.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
8. Business Combination
On November 9, 2001 Thor acquired 100% of the common and preferred stock
of Keystone RV Company ("Keystone"). Keystone is engaged in the business
of manufacturing travel trailers and other recreational vehicles.
Pro Forma Information - Pro Forma results of operations, as if the
acquisition of Keystone RV Company occurred as of the beginning of the
period for the three months ended October 31, 2001. These pro forma
results may not be indicative of the actual results that would have
occurred under the ownership and management of the Company.
Three months Three months
ended ended
October 31, 2002 October 31, 2001
---------------- ----------------
Net sales $406,262,314 $335,740,459
Net income 20,848,925 15,772,689
Earnings per common share
Basic $.73 $.56
Diluted $.72 $.55
9. Treasury Shares
The Company retired 3,816,814 shares from treasury stock in fiscal 2003.
This retirement resulted in a reduction of $29,598,666 in Treasury Stock,
$381,688 in Common Stock, $10,628,802 in Additional Paid-In Capital and
$18,588,176 in Retained Earnings.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
- --------------------------------------------------------------------------
OPERATIONS
- ----------
Quarter Ended October 31, 2002 vs.
Quarter Ended October 31, 2001
- -------------------------------------
Net sales for the first quarter of fiscal 2003 were $406,262,314 compared to
$208,544,244 for the first quarter of fiscal 2002. Income before income taxes in
fiscal 2003 was $34,461,034, a 231.8% increase from $10,385,102 in fiscal 2002.
The increase in income before income taxes of $24,075,932 in fiscal 2003 was
primarily caused by increased recreation vehicle revenues of $225,302,002, which
resulted in an increase in income before income taxes of approximately
$29,095,000. Included in fiscal 2003 are sales of $182,963,562 and income before
income taxes of $21,770,832 for Keystone RV acquired on November 9, 2001. Bus
revenues were $27,583,932 less in fiscal 2003 than in fiscal 2002. Bus income
before income taxes in fiscal 2003 was approximately $2,924,000 less than the
same period last year because of reduced revenues and overall lower margins.
These reductions in revenue and profits were due to continued competitive
pressure on pricing of buses, decline in airline traffic after the terrorist
attacks of September 11, 2001 which affected the hotel, motel, rental car and
other businesses, delayed purchases of buses and state and municipal budget
constraints. Corporate costs are higher than fiscal 2002 by approximately
$1,758,000 due primarily to an impairment loss of $1,580,334 recorded on an
equity investment classified as available-for-sale and an increase of $250,000
in profit related bonuses. In addition, interest income was reduced by $337,922.
Recreation vehicle revenues increased in fiscal 2003 by 177.6% to $352,177,309
compared to $126,875,307 in fiscal 2002, and accounted for 86.7% of total
company revenues compared to 60.8% in fiscal 2002. Recreation vehicle order
backlog of $162,463,000 (includes $91,552,000 for Keystone RV) at October 31,
2002 was up 314.1% compared to the same period last year. Excluding Keystone RV
backlog, recreation vehicle backlogs were $70,911,000 at October 31, 2002, up
80.8% compared to the same period last year. This increase is due to the
continued strength of the marketplace. Bus revenues in fiscal 2003 decreased by
33.8% to $54,085,005 compared to $81,668,937 in fiscal 2002
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (CONTINUED)
and accounted for 13.3% of the total company revenues compared to 39.2% in
fiscal 2002. Bus vehicle order backlog of $98,151,000 at October 31, 2002 was
down 28.7% compared to the same period last year. This reduction is a reflection
of delayed purchases and funding as a result of September 11, 2001 circumstances
and state and municipal budget constraints.
Gross profit as a percentage of sales in fiscal 2003 increased to 14.4% from
10.6% in fiscal 2002 primarily due to increased recreation vehicle sales. In
general, there were no price increases during the first quarter of fiscal 2003.
Selling, general, and administrative expense and amortization of intangibles
were $23,302,896 compared to $12,790,408 for the same period in fiscal 2002. As
a percentage of sales, selling, general and administrative expense was 5.7% in
fiscal 2003 compared to 6.1% in fiscal 2002. Amortization of intangibles
increased in fiscal 2003 to $178,705 compared to $34,063 in fiscal 2002. This
increase is due to certain non-compete expenses associated with the Keystone RV
acquisition. The additional selling, general and administrative costs are due
primarily to the increased costs associated with the substantial 94.8% increase
in revenue. Interest income decreased by $337,922 due primarily to lower market
rates in fiscal 2003.
The overall effective tax rate was 39.5% for fiscal 2003 compared to 35.6% for
fiscal 2002. The lower rate in fiscal 2002 was due primarily to research and
development tax credits recognized by the Company.
Financial Condition and Liquidity
- ---------------------------------
As of October 31, 2002, we had $88,400,233 in cash, cash equivalents and
short-term investments, compared to $117,814,513 on July 31, 2002. We classify
our debt and equity securities as trading or available-for-sale securities. The
former are carried on our consolidated balance sheets as "Cash and cash
equivalents" or "Investments - short term". The latter are carried on our
consolidated balance sheets as "Investments - investments available-for-sale".
Trading securities, principally investment grade securities composed of
asset-based notes, mortgage-backed notes and corporate bonds, are generally
bought and held for sale in the near term. All other securities are classified
as available-for-sale. In each case, securities are carried at fair market
value. Unrealized gains and losses on trading securities are included in
earnings. Unrealized gains and losses on investments classified as
available-for-sale, net of related tax effect, are not included in earnings, but
appear as a component of "Accumulated other comprehensive loss" on our
consolidated balance sheets until the gain or loss is realized upon the
disposition of the investment or if a decline in the fair market value is
determined to be other than temporary.
Due to the relative short-term maturity (average 3 months) of our trading
securities, we do not believe that a change in the fair market value of these
securities will have a significant impact on our financial position or results
of future operations.
Working capital at October 31, 2002, was $151,501,693 compared to $134,318,285
on July 31, 2002. We have no long-term debt. We currently have a $30,000,000
revolving line of credit which bears interest at negotiated rates below prime
and expires on November 28, 2003. We expect to renew our credit line. There were
no borrowings on this line of credit at October 31, 2002. The loan agreement
executed in connection with the line of credit contains certain covenants,
including restrictions on additional indebtedness, and requires us to maintain
certain financial ratios. We believe that internally generated funds and the
line of credit will be sufficient to meet our current needs and any additional
capital requirements. Capital expenditures of approximately $6,468,000 in the
quarter were primarily for the planned expansions at our Dutchmen, Four Winds,
Keystone and Thor California facilities.
The Company anticipates additional capital expenditures in 2003 of approximately
$28,000,000. The major components of this capital expenditure include completing
the plant expansion at our Keystone facility of $6,000,000, our Four Winds
facility of $3,000,000, our Dutchmen facility of $3,000,000, and our Thor
California facility of $500,000. The Company also plans to spend $9,000,000 on a
new facility
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (CONTINUED)
and equipment for our ElDorado National California bus operations. The expansion
will allow the Company to increase production efficiencies and techniques and
produce 40 foot buses. The balance of capital expenditures will be for purchase
or replacement of machinery and equipment in the ordinary course of business.
CRITICAL ACCOUNTING PRINCIPLES
- ------------------------------
The consolidated financial statements of Thor are prepared in conformity with
accounting principles generally accepted in the United States. The preparation
of these financial statements requires the use of estimates, judgments, and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the periods presented. We believe that of our critical
accounting policies, the following may involve a higher degree of judgments,
estimates, and complexity:
Impairment of Long-Lived Assets
Thor at least annually reviews the carrying value of its long-lived assets held
and used and assets to be disposed of, including goodwill and other intangible
assets, or when events and circumstances warrant such a review. This review is
performed using estimates of future cash flows. If the carrying value of a
long-lived asset is considered impaired, an impairment charge is recorded for
the amount by which the carrying value of the long-lived asset exceeds its fair
value. Management believes that the estimates of future cash flows and fair
values are reasonable; however, changes in estimates of such cash flows and fair
values could affect the evaluations.
Insurance Reserves
Generally, we are self-insured for workers' compensation and group medical
insurance. Under these plans, liabilities are recognized for claims incurred,
including those incurred but not reported, and changes in the reserves. At the
time a workers' compensation claim is filed, a liability is estimated to settle
the claim. The liability for workers' compensation claims is determined by a
third party administrator using various state statutes and reserve requirements.
Group medical reserves are funded through a Trust and are estimated using
historical claims' experience. We have a self-insured retention for products
liability and personal injury matters of $2,500,000 per occurrence with an
annual aggregate of $5,000,000. We have established a reserve on our balance
sheet for such occurrences based on historical data. We maintain excess
liability insurance with outside insurance carriers to minimize our risks
related to catastrophic claims in excess of all our self-insured positions. Any
material change in the aforementioned factors could have an adverse impact on
our operating results.
Warranty
Thor provides customers of our products with a warranty covering defects in
material or workmanship for periods generally ranging from one to two years,
with longer warranties on certain structural components. We record a liability
based on our best estimate of the amounts necessary to settle future and
existing claims on products sold as of the balance sheet date. Factors we use in
estimating the warranty liability include a history of units sold, existing
dealer inventory, average cost incurred and a profile of the distribution of
warranty expenditures over the warranty period. A significant increase in dealer
shop rates, the cost of parts or the frequency of claims could have a material
adverse impact on our operating results for the period or periods in which such
claims or additional costs materialize. Management believes that the warranty
reserve is adequate; however, actual claims incurred could differ from
estimates, requiring adjustments to the reserves. Warranty reserves are reviewed
and adjusted as necessary on a quarterly basis.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (CONTINUED)
FORWARD LOOKING STATEMENTS
- --------------------------
This report includes certain statements that are "forward looking" statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934 as amended. These
forward-looking statements 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, competition and general economic conditions. The Company
disclaims any obligation or undertaking to disseminate any updates or revisions
to any change in expectation of the Company after the date hereof or any change
in events, conditions or circumstances on which any statement is based except as
required by law.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
- ----------------------------------------------------------
The Company is exposed to market risk from changes in foreign currency related
to its operations in Canada. However, because of the size of Canadian
operations, a hypothetical 10% change in the Canadian dollar as compared to the
U.S. dollar would not have a significant impact on the Company's financial
position or results of operations. The Company is also exposed to market risks
related to interest rates because of its investments in corporate debt
securities. A hypothetical 10% change in interest rates would not have a
significant impact on the Company's financial position or results of operations.
CONTROLS AND PROCEDURES
- -----------------------
As required by Rule 13a-15 under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), within the 90 days prior to the filing date of this
report, the Company carried out an evaluation of the effectiveness of the design
and operation of the Company's disclosure controls and procedures. This
evaluation was carried out under the supervision and with the participation of
the Company's management, including the Company's Chairman of the Board,
President and Chief Executive Officer along with the Company's Senior Vice
President and Secretary. Based upon that evaluation, the Company's Chairman of
the Board, President and Chief Executive Officer along with the Company's Senior
Vice President and Secretary concluded that the Company's disclosure controls
and procedures are effective. There have been no significant changes in the
Company's internal controls, or in other factors, which could significantly
affect internal controls subsequent to the date the Company carried out its
evaluation.
Disclosure controls and procedures are controls and other procedures that are
designed to ensure that information required to be disclosed in Company reports
filed or submitted under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange
Commission's rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed in Company reports filed under the Exchange Act is
accumulated and communicated to management, including the Company's Chairman of
the Board, President and Chief Executive Officer and Senior Vice President and
Secretary, as appropriate, to allow timely decisions regarding required
disclosure.
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
a.) Exhibits
N/A
b.) Reports on Form 8-K
N/A
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 12/2/02 /s/ Wade F. B. Thompson
------------- ------------------------------------------------
Wade F. B. Thompson
Chairman of the Board, President
and Chief Executive Officer
DATE 12/2/02 /s/ Walter L. Bennett
------------- ------------------------------------------------
Walter L. Bennett
Senior Vice President
Secretary and Chief Financial Officer
SARBANES-OXLEY ACT SECTION 302(a) CERTIFICATIONS
I, Wade F. B. Thompson, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Thor Industries,
Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: December 2, 2002 /s/ Wade F. B. Thompson
---------------- -------------------------------------------
Wade F. B. Thompson
Chairman of the Board, President and Chief
Executive Officer
SARBANES-OXLEY ACT SECTION 302(a) CERTIFICATIONS
I, Walter L. Bennett, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Thor Industries,
Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: December 2, 2002 /s/ Walter L. Bennett
---------------- ----------------------------------------
Walter L. Bennett
Chief Financial Officer
SARBANES-OXLEY ACT SECTION 906 CERTIFICATIONS
In connection with this quarterly report on Form 10-Q of Thor Industries, Inc.
for the period ended October 31, 2002, I, Wade F. B. Thompson, Chairman of the
Board, President and Chief Executive Officer of Thor Industries, Inc., hereby
certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that:
1. this Form 10-Q for the period ended October 31, 2002 fully complies
with the requirements of section 13(a) or 15(d) of the Securities
Exchange Act of 1934; and
2. the information contained in this Form 10-Q for the period ended
October 31, 2002 fairly presents, in all material respects, the
financial condition and results of operations of Thor Industries, Inc.
Date: December 2, 2002 /s/ Wade F. B. Thompson
---------------- -----------------------------------------
Wade F. B. Thompson
Chairman, President and Chief Executive
Officer (principal executive officer)
In connection with this quarterly report on Form 10-Q of Thor Industries, Inc.
for the period ended October 31, 2002, I, Walter L. Bennett, Chief Financial
Officer of Thor Industries, Inc., hereby certify pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that:
1. this Form 10-Q for the period ended October 31, 2002 fully complies
with the requirements of section 13(a) or 15(d) of the Securities
Exchange Act of 1934; and
2. the information contained in this Form 10-Q for the period ended
October 31, 2002 fairly presents, in all material respects, the
financial condition and results of operations of Thor Industries, Inc.
Date: December 2, 2002 /s/ Walter L. Bennett
---------------- ----------------------------------------------
Walter L. Bennett
Chief Financial Officer
(principal financial and accounting officer)