ELKHART, Ind., Sept. 1, 2021 /PRNewswire/ -- THOR
Industries, Inc. (NYSE: THO) announced it has acquired Wichita, Kansas-based AirX Intermediate, Inc.
("Airxcel") with the transaction closing effective September 1, 2021. Airxcel manufactures a
comprehensive line of high-quality RV products which they sell to
original equipment manufacturers (OEMs) as well as consumers via
aftermarket sales through dealers and retailers. The purchase
price is $750 million, subject to
standard post-closing adjustments, and was funded through a
combination cash-on-hand and $625
million from THOR's expanded Asset-Based Credit Facility
(ABL).
Financial Highlights
- Airxcel generated annual pro forma revenue of approximately
$680 million
- The purchase price is approximately 7.6x estimated, adjusted
EBITDA for calendar year 2021
- Approximately 80% of Airxcel's revenues are from OEM sales with
the remaining 20% from aftermarket sales
- Approximately 30% of Airxcel's OEM revenues were generated from
sales to subsidiaries of THOR Industries, Inc.
- The acquisition is consistent with THOR's long-term strategic
growth plan to grow sales and enhance consolidated gross
margins
- The acquisition is expected to be accretive to THOR's fiscal
year 2022 earnings
Transaction Benefits
The acquisition of Airxcel by THOR provides significant
long-term, strategic benefits to THOR, including:
- Strengthening the THOR and broader RV supply chain
-
- With increased investment, Airxcel will be an even more
reliable supply partner to the RV industry expanding its offering
of functionally critical components
- Diversifying and growing THOR's revenue streams with
enhanced gross margin, particularly in the aftermarket
business
-
- With revenue from both OEM and aftermarket sales, Airxcel's
businesses diversify THOR's existing revenue streams and gross
profit mix
- Broadening of THOR's product offerings to the RV aftermarket, a
growing and recurring revenue stream that benefits from enhanced
gross margins
- Expanding THOR's Innovation Focus
-
- Acquisition will allow for even closer collaboration between
OEM customers of Airxcel on new, innovative products and features
desired by RV OEM manufacturers, RV dealers and end consumers
- Opportunity to Enter New Product Segments with THOR
Investment
-
- Potential to expand Airxcel's supply chain business in
North America and Europe over time to meet increased RV OEM and
aftermarket demand
Overview of Airxcel
Airxcel manufactures and sells a comprehensive line of
functionally critical, branded products to the RV industry
including:
- Coleman-Mach rooftop air conditioners, heat pumps,
thermostats and accessories
- Suburban furnaces, water heaters and cooking
appliances
- MAXXAIR ventilation solutions
- Aqua-Hot hydronic heating systems
- Dicor roofing products, sealants, coatings, wheels and
more
- Vixen Composites fiberglass reinforced plastic and
custom composite panels
- CAN Italian cooking appliances, sinks and
accessories
- Cleer Vision windows and tempered glass
- MCD roller shades
- United Shade window shades
Airxcel began in 1991 as a divesture of the Coleman RV Air
Conditioner division. The company has continued to grow through
innovative product development, market expansion, and strategic
acquisitions. The Airxcel RV Group provides industry-leading
products in recreational vehicle heating, cooling, ventilation,
cooking, window covering, side wall, and roofing materials under
the current brands: Aqua-Hot, CAN, Coleman-Mach, Dicor Products,
United Shade, Vixen Composites, Maxxair, MCD, and Suburban.
Airxcel's employees are based in five facilities across the U.S.
and in Italy, where they design,
manufacture, and distribute products all over the world. For
additional information, please visit:
www.Airxcel.com.
"We are excited to welcome Airxcel to the THOR Industries
family. Airxcel has been a long-time business partner to THOR and
the RV industry, supplying some of the highest-quality products
over decades to the RV industry. There were a number of factors
that made this acquisition a compelling and timely fit for THOR,
including (i) the strength of their management team and dedicated
workforce, (ii) the quality of their products and reputation for
innovation, (iii) the long-standing relationships with both OEM and
aftermarket customers and, (iv) in the face of so many supply chain
challenges over the past year, the ability to invest in the growth
of a key supplier for THOR and the RV industry both in North America and Europe. We believe the long-term growth
potential for the RV industry remains very positive, and this
acquisition reflects our confidence that the RV industry will
continue to grow. Airxcel will operate independently in THOR's
decentralized business structure, and we will govern this business
much like we have managed our Postle Aluminum supply company post
acquisition. Airxcel will operate at arm's length from THOR's RV
OEM companies and will sell to the various THOR brands as they
would any other OEM in the RV industry. Importantly, the current
management team at Airxcel will continue operating the business and
serving their diverse customer base while gaining access to the
financial strength of THOR to support their growth," said
Bob Martin, President and CEO of
THOR Industries.
"We have had a long history as a key supplier to the RV industry
and to THOR and its many brands specifically, and we are excited to
become part of the THOR family of companies," said Airxcel's CEO
Jeff Rutherford. "Under THOR's
ownership, Airxcel will continue its long-standing relationship
with manufacturers and aftermarket providers throughout the RV
industry without interruption, while continuing to develop,
manufacture and sell high-quality, innovative RV product
solutions," concluded Rutherford.
Transaction Financing
Thor funded the acquisition of Airxcel from a combination of
cash on-hand and its ABL facility. In conjunction with the
Airxcel acquisition, THOR expanded its Asset-Based Credit
Facility from $750 million to
$1.0 billion under favorable
terms for THOR. "Consistent with our stated capital allocation
priorities, we expect to remain focused on paying down our
outstanding debt balances from future net cash generated from
operations," said Colleen Zuhl,
THOR Industries' Senior Vice President and Chief Financial
Officer.
Supplemental Materials
THOR Industries has provided a presentation relating to its
acquisition of Airxcel on its website. To view these materials, go
to http://ir.thorindustries.com.
About THOR Industries, Inc.
THOR Industries is the sole owner of operating subsidiaries
that, combined, represent the world's largest manufacturer of
recreational vehicles. For more information on the Company and its
products, please go to www.thorindustries.com.
Forward-Looking Statements
This release includes certain statements that are
"forward-looking" statements within the meaning of the U.S. Private
Securities Litigation Reform Act of 1995, 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 are made based on management's current expectations and
beliefs regarding future and anticipated developments and their
effects upon THOR, and inherently involve uncertainties and risks.
These forward-looking statements are not a guarantee of future
performance. We cannot assure you that actual results will not
differ materially from our expectations. Factors which could cause
materially different results include, among others: the extent and
impact from the continuation of the COVID-19 pandemic, along with
the responses to contain the spread of the virus by various
governmental entities or other actors, which may have negative
effects on retail customer demand, our independent dealers, our
supply chain, our labor force, our production or other aspects of
our business and which may have a negative impact on our
consolidated results of operations, financial position, cash flows
and liquidity; the ability to ramp production up or down quickly in
response to rapid changes in demand while also managing costs and
market share; the effect of raw material and commodity price
fluctuations, and/or raw material, commodity or chassis supply
constraints; the impact of tariffs on material or other input
costs; the level and magnitude of warranty claims incurred;
legislative, regulatory and tax law and/or policy developments
including their potential impact on our dealers and their retail
customers or on our suppliers; the costs of compliance with
governmental regulation; legal and compliance issues including
those that may arise in conjunction with recently completed
transactions; lower consumer confidence and the level of
discretionary consumer spending; interest rate fluctuations and
their potential impact on the general economy and, specifically, on
our dealers and consumers; the impact of exchange rate
fluctuations; restrictive lending practices which could negatively
impact our independent dealers and/or retail consumers; management
changes; the success of new and existing products and services; the
ability to efficiently utilize existing production facilities;
changes in consumer preferences; the risks associated with
acquisitions, including: the pace and successful closing of an
acquisition, the integration and financial impact thereof, the
level of achievement of anticipated operating synergies from
acquisitions, the potential for unknown or understated liabilities
related to acquisitions, the potential loss of existing customers
of acquisitions and our ability to retain key management personnel
of acquired companies; a shortage of necessary personnel for
production and increasing labor costs to attract production
personnel in times of high demand; the loss or reduction of sales
to key dealers; disruption of the delivery of units to dealers;
increasing costs for freight and transportation; asset impairment
charges; cost structure changes; competition; the impact of
potential losses under repurchase or financed receivable
agreements; the potential impact of the strength of the U.S. dollar
on international demand for products priced in U.S. dollars;
general economic, market and political conditions in the various
countries in which our products are produced and/or sold; the
impact of changing emissions and other related climate change
regulations in the various jurisdictions in which our products are
produced, used and/or sold; changes to our investment and capital
allocation strategies or other facets of our strategic plan; and
changes in market liquidity conditions, credit ratings and other
factors that may impact our access to future funding and the cost
of debt.
These and other risks and uncertainties are discussed more fully
in our Quarterly Report on Form 10-Q for the quarter ended
April 30, 2021 and in Item 1A of our
Annual Report on Form 10-K for the year ended July 31, 2020.
We disclaim any obligation or undertaking to disseminate any
updates or revisions to any forward-looking statements contained in
this release or to reflect any change in our expectations after the
date hereof or any change in events, conditions or circumstances on
which any statement is based, except as required by law.
Contact
Mark Trinske, Vice President of
Investor Relations
mtrinske@thorindustries.com
(574) 970-7912
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SOURCE THOR Industries, Inc.