Annual Statements Open main menu

THOR INDUSTRIES INC - Quarter Report: 2007 January (Form 10-Q)

THOR INDUSTRIES, INC. 10-Q
 

 
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR QUARTER ENDED January 31, 2007 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
incorporation or organization)
  (I.R.S. Employer
Identification No.)
     
419 West Pike Street, Jackson Center, OH   45334-0629
     
(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 o                 No þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer þ                 Accelerated filer o                Non-accelerated filer o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o                 No þ
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 5/31/2007
     
Common stock, par value
$.10 per share
  55,767,304 shares
 
 

 


 

Explanatory Note
(All amounts presented in thousands)
In this Form 10-Q for the quarter ended January 31, 2007, Thor Industries, Inc. (“we” or the “Company”) is restating its condensed consolidated financial statements for the three and six months ended January 31, 2006. The effects of this restatement are reflected in the comparative amounts included in this Form 10-Q. We have restated our previously issued financial statements as of July 31, 2006 and 2005, and for each of the years in the three-year period ended July 31, 2006, and the financial results in each of the quarterly periods in 2006 and 2005, and on June 11, 2007 filed an amendment to our Annual Report on Form 10-K/A for the year ended July 31, 2006. We have also restated our condensed consolidated financial statements as of October 31, 2006 and for the three months ended October 31, 2006 and 2005, and on June 12, 2007 filed an amendment to our Quarterly Report on Form 10-Q/A for the quarter ended October 31, 2006.
On January 29, 2007, we announced that the Audit Committee of our Board of Directors (the “Audit Committee”) initiated an independent investigation regarding certain accounting issues at our Dutchmen Manufacturing, Inc. operating subsidiary (“Dutchmen”), primarily involving inventory, accounts receivable, accounts payable, and cost of products sold. We promptly and voluntarily informed the Securities and Exchange Commission (the “SEC”) of the Audit Committee’s investigation, and have been responding to SEC staff requests for additional information in connection with the staff’s investigation. The Audit Committee, assisted by independent outside legal counsel and accounting experts, thoroughly investigated the accounting issues raised at Dutchmen. The Audit Committee and its advisors also reviewed the internal controls at Dutchmen and other subsidiaries.
On April 9, 2007, we announced that on April 4, 2007 our Board of Directors, acting upon the recommendation of the Audit Committee and management, concluded that our previously issued consolidated financial statements relating to the fiscal years 2004, 2005 and 2006 and the three months ended October 31, 2006 contained in our filings with the SEC, including related reports of our independent registered public accounting firm, Deloitte & Touche LLP, and press releases, should no longer be relied upon.
The condensed consolidated financial statements and related financial information for the three and six months ended January 31, 2007 included in this Form 10-Q should be read only in conjunction with the information contained in our Annual Report on Form 10-K/A for the year ended July 31, 2006. See Note 2 to our condensed consolidated financial statements included in this Form 10-Q for further discussion.
The Audit Committee’s investigation confirmed the Company’s determination that income before income taxes recorded by Dutchmen was overstated in the amount of approximately $26,000 in the aggregate from fiscal year 2004 to the second quarter of fiscal year 2007, as a result of misconduct by Dutchmen’s former Vice President of Finance, the senior financial officer of Dutchmen in which he intentionally understated the cost of products sold. Dutchmen’s Vice President of Finance manipulated accounts reflecting inventory, accounts receivable, accounts payable, and cost of products sold, by entering and approving his own inaccurate journal entries as well as reconciling the related accounts, and prepared fraudulent supporting documentation, with the net effect of overstating Dutchmen’s income before income taxes by approximately $26,000 during the relevant period. The Audit Committee’s investigation found no evidence to conclude that anyone else, at Dutchmen or elsewhere in the Company, knew of or participated in this misconduct or that there was theft or misappropriation of company assets. The Audit Committee’s investigation also identified issues with respect to internal controls at Dutchmen, certain of the Company’s other operating subsidiaries, and the Company’s corporate finance and accounting office. The Company’s conclusions regarding internal controls issues are more fully detailed in Item 9A of our Annual Report on Form 10-K/A for the year ended July 31, 2006.
The Company’s decision to restate its previously issued financial statements follows the Company’s evaluation, considering the results from the Audit Committee’s investigation, of accounting practices

1


 

employed at Dutchmen during the periods restated. The effect of the restatement reported in this Quarterly Report on Form 10-Q is a reduction to income before income taxes of $3,111, or $1,969 in net income, for the three months ended January 31, 2006 and a reduction to income before income taxes of $6,258, or $3,961 in net income, for the six months ended January 31, 2006. The restated financial statements as of July 31, 2006 and 2005, and for each of the years in the three-year period ended July 31, 2006, and the financial results in each of the quarterly periods in 2006 and 2005, are reported in our Annual Report on Form 10-K/A for the year ended July 31, 2006. The restated financial statements as of October 31, 2006 and for the three months ended October 31, 2006 and 2005 are reported in our Quarterly Report on Form 10-Q/A for the quarter ended October 31, 2006.
The effects of these restatements are reflected in the financial statements and other supplemental data, including the unaudited quarterly data for fiscal years 2005 and 2006 and selected financial data for the fiscal years 2004, 2005 and 2006, included in our Annual Report on Form 10-K/A for the year ended July 31, 2006, our Quarterly Report on Form 10-Q/A for the quarter ended October 31, 2006 and this Form 10-Q. We have not amended and do not intend to amend any of our previously filed Annual Reports on Form 10-K for the periods affected by the restatement or adjustments other than our Annual Report on Form 10-K/A for the year ended July 31, 2006 or any of our previously filed Quarterly Reports on Form 10-Q other than our Quarterly Report on Form 10-Q/A for the quarter ended October 31, 2006.
We did not timely file our Quarterly Report on Form 10-Q for the quarter ended January 31, 2007 by the prescribed due date of March 12, 2007 because, at that time, the Audit Committee’s investigation was ongoing. In addition, we did not timely file our Quarterly Report on Form 10-Q for the quarter ended April 30, 2007 by the prescribed due date of June 11, 2007. We expect to file our Quarterly Report on Form 10-Q for the quarter ended April 30, 2007 as soon as practicable after the filing of this report.
As a result of our failure to file quarterly reports on a timely basis, we are no longer eligible to use Form S-3 to register our securities with the SEC until all required reports under the Securities Exchange Act of 1934 have been timely filed for the 12 months prior to the filing of the registration statement for those securities.
The restatement, and the reasons for and events leading to the restatement, are also described in Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations and Note 2 to our condensed consolidated financial statements contained elsewhere in this report.

2


 

PART I — Financial Information
Unless otherwise indicated, all amounts presented in thousands except units, share and per share data.
ITEM 1. Financial Statements
THOR INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
                 
    January 31, 2007     July 31, 2006  
ASSETS
               
Current assets:
               
Cash and cash equivalents
  $ 91,335     $ 196,136  
Investments – short term
    118,712       68,237  
Accounts receivable:
               
Trade
    180,824       188,104  
Other
    5,485       5,639  
Inventories
    189,514       183,169  
Prepaid expenses
    12,310       6,533  
Deferred income taxes
    18,368       4,898  
 
           
Total current assets
    616,548       652,716  
 
           
Property:
               
Land
    21,434       21,323  
Buildings and improvements
    134,129       131,649  
Machinery and equipment
    59,338       55,656  
 
           
Total cost
    214,901       208,628  
Accumulated depreciation
    56,896       51,163  
 
           
Property, net
    158,005       157,465  
 
           
Investment in Joint ventures
    2,657       2,737  
 
           
Other assets:
               
Goodwill
    165,663       165,663  
Non-compete agreements
    2,387       2,841  
Trademarks
    13,900       13,900  
Other
    11,183       9,403  
 
           
Total other assets
    193,133       191,807  
 
           
TOTAL ASSETS
  $ 970,343     $ 1,004,725  
 
           
 
               
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
 
               
Current liabilities:
               
Accounts payable
  $ 123,554     $ 145,609  
Accrued liabilities:
               
Taxes
    24,734       18,709  
Compensation and related items
    31,227       37,161  
Product warranties
    59,061       59,795  
Promotions and rebates
    10,546       12,953  
Product/property liability and related liabilities
    11,840       10,423  
Other
    9,100       7,315  
 
           
Total current liabilities
    270,062       291,965  
 
           
Deferred income taxes and other liabilities
    14,725       12,911  
Contingent liabilities and commitments
           
Stockholders’ equity:
               
Common stock — authorized 250,000,000 shares; issued 57,210,404 shares @ 1/31/07 and 57,100,286 shares @ 7/31/06; par value of $.10 per share
    5,721       5,710  
Additional paid-in capital
    88,992       86,538  
Accumulated other comprehensive income
    1,311       1,772  
Retained earnings
    649,655       664,322  
Less Treasury shares of 1,441,600 @ 1/31/07 & 1,401,200 @ 7/31/06
    (60,123 )     (58,493 )
 
           
Total stockholders’ equity
    685,556       699,849  
 
           
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
  $ 970,343     $ 1,004,725  
 
           
See notes to condensed consolidated financial statements

3


 

THOR INDUSTRIES, INC. AND SUBSIDIARIES
STATEMENTS OF CONDENSED CONSOLIDATED INCOME

FOR THE THREE & SIX MONTHS ENDED JANUARY 31, 2007 AND 2006
                                 
    Three Months Ended January 31     Six Months Ended January 31  
    2007     2006     2007     2006  
            (As restated,             (As restated,  
            see Note 2)             see Note 2)  
Net sales
  $ 584,049     $ 642,047     $ 1,311,765     $ 1,403,370  
Cost of products sold
    522,880       555,195       1,161,428       1,208,023  
 
                       
Gross profit
    61,169       86,852       150,337       195,347  
Selling, general and administrative expenses
    37,424       41,237       80,869       85,573  
Interest income
    2,346       2,038       5,256       3,718  
Interest expense
    164       223       351       570  
Other income
    315       127       865       926  
 
                       
Income before income taxes
    26,242       47,557       75,238       113,848  
Provision for income taxes
    7,990       17,652       26,389       42,570  
 
                       
Net income
  $ 18,252     $ 29,905     $ 48,849     $ 71,278  
 
                       
 
                               
Average common shares outstanding:
                               
 
                               
   Basic
    55,654,744       56,593,434       55,634,023       56,580,913  
   Diluted
    55,927,479       56,982,007       55,909,970       56,942,738  
 
                               
Earnings per common share:
                               
 
                               
Basic
  $ .33     $ .53     $ .88     $ 1.26  
Diluted
  $ .33     $ .52     $ .87     $ 1.25  
Regular dividends declared per common share:
  $ .07     $ .05     $ .14     $ .05  
Special dividends declared per common share:
  $     $     $ 1.00     $  
Regular dividends paid per common share:
  $ .07     $ .05     $ .14     $ .10  
Special dividends paid per common share:
  $     $     $ 1.00     $ .25  
See notes to condensed consolidated financial statements

4


 

THOR INDUSTRIES, INC. AND SUBSIDIARIES
STATEMENTS OF CONDENSED CONSOLIDATED CASH FLOWS

FOR THE SIX MONTHS ENDED JANUARY 31, 2007 AND 2006
                 
    2007     2006  
            (As restated,  
            see Note 2)  
Cash flows from operating activities:
               
Net income
  $ 48,849     $ 71,278  
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
               
Depreciation
    6,393       6,968  
Amortization
    454       475  
Deferred income taxes
    (7,699 )     (12,396 )
Loss on disposition of assets
    86       12  
Loss on disposition of trading investments
    104       255  
Unrealized loss on trading investments
          15  
Stock based compensation
    319       540  
Changes in non cash assets and liabilities, net of effect from acquisitions:
               
Purchases of trading investments
          (152,062 )
Proceeds from disposition of trading investments
    68,133       84,274  
Accounts receivable
    7,434       (29,159 )
Inventories
    (6,345 )     (26,445 )
Prepaids and other
    (13,537 )     (5,514 )
Accounts payable
    (22,221 )     9,139  
Accrued liabilities
    152       36,901  
Other liabilities
    1,838       1,314  
 
           
 
               
Net cash (used in) provided by operating activities
    83,960       (14,405 )
 
           
 
               
Cash flows from investing activities:
               
Purchase of property, plant & equipment
    (7,101 )     (14,244 )
Proceeds from disposition of assets
    224       49  
Purchase of available for sale investments
    (202,320 )      
Proceeds from sale of available for sale investments
    83,897        
 
           
 
               
Net cash used in investing activities
    (125,300 )     (14,195 )
 
           
 
               
Cash flows from financing activities:
               
Cash dividends
    (63,516 )     (19,834 )
Purchase of common stock held as treasury shares
    (1,630 )      
Proceeds from issuance of common stock
    2,146       1,256  
 
           
 
               
Net cash used in financing activities
    (63,000 )     (18,578 )
 
           
 
               
Effect of exchange rate changes on cash
    (461 )     840  
 
           
 
               
Net decrease in cash and equivalents
    (104,801 )     (46,338 )
Cash and equivalents, beginning of period
    196,136       163,596  
 
           
Cash and equivalents, end of period
  $ 91,335     $ 117,258  
 
           
Supplemental cash flow information:
               
Income taxes paid
  $ 25,846     $ 23,343  
Interest paid
    351       570  
 
               
Non cash transactions:
               
Capital expenditures in accounts payable
  $ 166     $ 894  
See notes to condensed consolidated financial statements

5


 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1.   The July 31, 2006 amounts are derived from the annual audited financial statements, as restated. 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, results of operations and change in cash flows 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/A for the year ended July 31, 2006. The results of operations for the six months ended January 31, 2007 are not necessarily indicative of the results for the full year.
 
2.   Restatement of Financial Statements
 
    On January 29, 2007, we announced that the Audit Committee of our Board of Directors (the “Audit Committee”) initiated an independent investigation regarding certain accounting issues at our Dutchmen Manufacturing, Inc. operating subsidiary (“Dutchmen”). The Vice President of Finance at Dutchmen was intentionally understating the cost of products sold during the periods restated, primarily by overstating inventory and accounts receivable and understating accounts payable. We promptly and voluntarily informed the SEC of the Audit Committee’s investigation, and have been responding to SEC staff requests for additional information in connection with the staff’s investigation. The Audit Committee, assisted by independent outside legal counsel and accounting experts, thoroughly investigated the accounting issues raised at Dutchmen. The Audit Committee and its advisors also reviewed the internal controls at Dutchmen and other subsidiaries.
 
    The Audit Committee’s investigation confirmed the Company’s determination that the income before income taxes recorded by Dutchmen was overstated during the periods that we subsequently restated, as a result of misconduct by Dutchmen’s former Vice President of Finance, the senior financial officer of Dutchmen.
 
    The Company has restated its previously issued financial statements as of July 31, 2006, in conjunction with the Company’s Annual Report on Form 10-K/A, and for the three and six month periods ended January 31, 2006. The restatement followed the Company’s evaluation, considering the results from the Audit Committee’s investigation, of accounting practices employed at Dutchmen during these periods.
 
    The following tables show the previously reported, restatement adjustment and restated amounts for those accounts in the Statements of Condensed Consolidated Income for the three months ended January 31, 2006 and the six months ended January 31, 2006 and the Statement of Condensed Consolidated Cash Flows for the six months ended January 31, 2006, affected by the restatements.
                         
    Previously   Restatement    
    reported   adjustment   Restated
Statement of Condensed Consolidated Income
                       
Three months ended January 31, 2006
                       
Cost of products sold
  $ 552,084     $ 3,111     $ 555,195  
Gross profit
    89,963       (3,111 )     86,852  
Income before income taxes
    50,668       (3,111 )     47,557  
Provision for income taxes
    18,794       (1,142 )     17,652  
Net income
    31,874       (1,969 )     29,905  
Earnings per common share
                       
Three months ended January 31, 2006
                       
Basic
  $ .56     $ (.03 )   $ .53  
Diluted
  $ .56     $ (.04 )   $ .52  

6


 

 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                         
    Previously   Restatement    
    reported   adjustment   Restated
Statement of Condensed Consolidated Income
                       
Six months ended January 31, 2006
                       
Cost of products sold
  $ 1,201,765     $ 6,258     $ 1,208,023  
Gross profit
    201,605       (6,258 )     195,347  
Income before income taxes
    120,106       (6,258 )     113,848  
Provision for income taxes
    44,867       (2,297 )     42,570  
Net income
    75,239       (3,961 )     71,278  
Statement of Condensed Consolidated Cash Flows
Six months ended January 31, 2006
                         
    Previously   Restatement    
    reported   adjustment   Restated
Cash flows from operating activities
                       
Net income
  $ 75,239     $ (3,961 )   $ 71,278  
Accounts receivable
    (32,284 )     3,125       (29,159 )
Inventories
    (29,089 )     2,644       (26,445 )
Accounts payable
    8,650       489       9,139  
Accrued liabilities
    39,198       (2,297 )     36,901  
Earnings per common share
                       
Six months ended January 31, 2006
                       
Basic
  $ 1.33     $ (.07 )   $ 1.26  
Diluted
  $ 1.32     $ (.07 )   $ 1.25  
3.   Major classifications of inventories are:
                 
    January 31, 2007     July 31, 2006  
Raw materials
  $ 89,826     $ 99,807  
Chassis
    49,495       39,772  
Work in process
    50,837       51,208  
Finished goods
    23,827       13,416  
 
           
Total
    213,985       204,203  
Less excess of FIFO costs over LIFO costs
    24,471       21,034  
 
           
Total inventories
  $ 189,514     $ 183,169  
 
           
4.   Earnings Per Share
                                 
    Three Months     Three Months     Six Months     Six Months  
    Ended     Ended     Ended     Ended  
    January 31, 2007     January 31, 2006     January 31, 2007     January 31, 2006  
Weighted average shares outstanding for basic earnings per share
    55,654,744       56,593,434       55,634,023       56,580,913  
Stock options and restricted stock
    272,735       388,573       275,947       361,825  
 
                       
 
                               
Total — For diluted shares
    55,927,479       56,982,007       55,909,970       56,942,738  
 
                       

7


 

 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
5.   Comprehensive Income
                                 
    Three Months     Three Months     Six Months     Six Months  
    Ended     Ended     Ended     Ended  
    January 31, 2007     January 31, 2006     January 31, 2007     January 31, 2006  
Net income
  $ 18,252     $ 29,905     $ 48,849     $ 71,278  
Foreign currency translation adjustment
    (562 )     430       (461 )     840  
 
                       
 
Comprehensive income
  $ 17,690     $ 30,335     $ 48,388     $ 72,118  
 
                       
6.   Segment Information
 
    The Company has three reportable segments: 1.) towable recreation vehicles, 2.) motorized recreation vehicles, and 3.) buses. The towable recreation vehicle segment consists of product lines from the following operating companies that have been aggregated: Airstream, Breckenridge, CrossRoads, Dutchmen, General Coach Hensall and Oliver, Keystone, Komfort, and Thor California. The motorized recreation vehicle segment consists of product lines from the following operating companies that have been aggregated: Airstream, Damon, Four Winds and Oliver. The bus segment consists of the following operating companies that have been aggregated: Champion Bus, ElDorado California, ElDorado Kansas and Goshen Coach. During the quarter ended January 31, 2006, the Company made the decision not to produce a planned motorized product line. The impairment charge associated with the decision was $1,360 and is included in cost of products sold.
                                 
    Three Months     Three Months     Six Months     Six Months  
    Ended     Ended     Ended     Ended  
    January 31, 2007     January 31, 2006     January 31, 2007     January 31, 2006  
Net Sales:
                               
Recreation vehicles:
                               
Towables
  $ 373,940     $ 457,861     $ 873,895     $ 991,097  
Motorized
    116,694       113,841       252,617       262,935  
 
                       
Total recreation vehicles
    490,634       571,702       1,126,512       1,254,032  
Buses
    93,415       70,345       185,253       149,338  
 
                       
 
                               
Total
  $ 584,049     $ 642,047     $ 1,311,765     $ 1,403,370  
 
                       
                                 
    Three Months     Three Months     Six Months     Six Months  
    Ended     Ended     Ended     Ended  
    January 31, 2007     January 31, 2006     January 31, 2007     January 31, 2006  
Income Before Income Taxes:
                               
Recreation vehicles:
                               
Towables
  $ 21,804     $ 46,891     $ 62,204     $ 105,168  
Motorized
    3,468       2,171       9,536       10,537  
 
                       
Total recreation vehicles
    25,272       49,062       71,740       115,705  
Buses
    3,154       1,985       6,174       3,979  
Corporate
    (2,184 )     (3,490 )     (2,676 )     (5,836 )
 
                       
 
                               
Total
  $ 26,242     $ 47,557     $ 75,238     $ 113,848  
 
                       

8


 

 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                 
    January 31, 2007     July 31, 2006  
Identifiable Assets:
               
Recreation vehicles:
               
Towables
  $ 472,589     $ 483,324  
Motorized
    147,370       150,058  
 
           
Total recreation vehicles
    619,959       633,382  
Buses
    110,338       103,861  
Corporate
    240,046       267,482  
 
           
 
               
Total
  $ 970,343     $ 1,004,725  
 
           
7.   Treasury Shares
 
    In the first quarter of fiscal 2007, the Company purchased 40,400 shares and held them as treasury stock at a cost of $1,630, an average cost of $40.33 per share.
 
8.   Investments – Short Term
 
    Effective August 1, 2006, the Company began classifying all short term investment purchases as available-for-sale. This change was based on the Company’s decision to change its investment strategy from one of generating profits on short term differences in price to one of preserving capital.
 
    At January 31, 2007, all Investments – short term are comprised of auction rate securities that are classified as available-for-sale and are reported at fair value in accordance with SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities. The Company purchases its auction rate securities at par, which either mature or reset at par, and generally there are no unrealized or realized gains or losses to report. Cost is determined on the specific identification basis. Interest income is accrued as earned. All of the available-for-sale securities held at January 31, 2007 mature within one year.
 
    As of July 31, 2006, the Company held short-term debt and equity investments classified as trading securities. These trading securities were all sold or matured during the three months ended October 31, 2006 and were recorded as trading securities activity. Realized and unrealized gains and losses on trading securities are included in earnings. Dividend and interest income were recognized when earned.
 
9.   Goodwill and Other Intangible Assets
 
    The components of other intangible assets are as follows:
                                 
    January 31, 2007   July 31, 2006
            Accumulated           Accumulated
    Cost   Amortization   Cost   Amortization
Amortized Intangible Assets:
                               
Non-compete agreements
  $ 15,889     $ 13,502     $ 15,889     $ 13,048  
                                 
    Three Months   Three Months   Six Months   Six Months
    Ended   Ended   Ended   Ended
    January 31, 2007   January 31, 2006   January 31, 2007   January 31, 2006
Non-compete Agreements:
                               
Amortization Expense
  $ 217     $ 238     $ 454     $ 475  
    Non-compete agreements are amortized on a straight-line basis.

9


 

 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
    Amortization Expense:
         
For the year ending July 2007
  $ 887  
For the year ending July 2008
  $ 828  
For the year ending July 2009
  $ 492  
For the year ending July 2010
  $ 337  
For the year ending July 2011
  $ 239  
    There was no change in the carrying amount of goodwill and trademarks for the six month period ended January 31, 2007.
 
    As of January 31, 2007, Goodwill and Trademarks by segments totaled as follows:
                 
    Goodwill     Trademarks  
Recreation Vehicles:
               
Towables
  $ 143,795     $ 10,237  
Motorized
    17,252       2,600  
 
           
Total Recreation Vehicles
    161,047       12,837  
 
           
Bus
    4,616       1,063  
 
           
Total
  $ 165,663     $ 13,900  
 
           
10.   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.
                                 
    Three Months     Three Months     Six Months     Six Months  
    Ended     Ended     Ended     Ended  
    January 31, 2007     January 31, 2006     January 31, 2007     January 31, 2006  
Beginning Balance
  $ 60,923     $ 56,112     $ 59,795     $ 55,118  
Provision
    15,243       11,886       33,194       27,853  
Payments
    17,105       14,116       33,928       29,089  
 
                       
Ending Balance
  $ 59,061     $ 53,882     $ 59,061     $ 53,882  
 
                       
11.   Commercial Commitments
 
    Our principal commercial commitments at January 31, 2007 are summarized in the following chart:
                 
    Total   Term of
Commitment   Amount Committed   Guarantee
Guarantee on dealer financing
  $ 3,504     less than 1 year
 
Standby repurchase obligation on dealer financing
  $ 912,276     less than 1 year

10


 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
    The Company records repurchase and guarantee reserves based on prior experience and known current events. The combined repurchase and recourse reserve balances are approximately $2,241 and $1,563 as of January 31, 2007 and July 31, 2006, respectively.
                                 
    Three Months     Three Months     Six Months     Six Months  
    Ended     Ended     Ended     Ended  
    January 31, 2007     January 31, 2006     January 31, 2007     January 31, 2006  
Cost of units repurchased
  $ 6,128     $ 753     $ 8,089     $ 2,103  
Realization on units resold
    5,474       534       7,017       1,806  
 
                       
Losses due to repurchase
  $ 654     $ 219     $ 1,072     $ 297  
 
                       
12.   Subsequent Events
 
    In April 2007, the Company reached an agreement in principle to settle a tax dispute with the State of Indiana regarding filing positions taken on its Indiana state income tax returns. It is anticipated that when the agreement is finalized, tax reserves of approximately $6,000 will be reversed by the Company, decreasing the provision for income taxes.

11


 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
($ in thousands)
Executive Overview
We were founded in 1980 and have grown to be the largest manufacturer of Recreation Vehicles (“RV’s”) and a major manufacturer of commercial buses in North America. Our position in the travel trailer and fifth wheel segment of the industry (towables), gives us a market share of approximately 32%. In the motorized segment of the industry we have a market share of approximately 13%. Our market share in small and mid-size buses is approximately 40%. We entered the 40-foot bus market with a new facility in Southern California designed for that product as well as our existing 30-foot and 35-foot buses.
Our growth has been internal and by acquisition. Our strategy has been to increase our profitability in North America in the recreation vehicle industry and in the bus business through product innovation, service to our customers, manufacturing quality products, improving our facilities and acquisitions. We have not entered unrelated businesses and have no plans to do so in the future.
We rely on internally generated cash flows from operations to finance our growth, although we may borrow to make an acquisition if we believe the incremental cash flows will provide for rapid payback. We invested significant capital to modernize and expand our plant facilities and have expended approximately $31,008 for that purpose in fiscal 2006.
Our business model includes decentralized operating units and we compensate operating management primarily with cash based upon profitability of the unit which they manage. Our corporate staff provides financial management, centralized purchasing services, insurance, legal and human resources, risk management, and internal audit functions. Senior corporate management interacts regularly with operating management to assure that corporate objectives are understood clearly and are monitored appropriately.
Our RV products are sold to dealers who, in turn, retail those products. Our buses are sold through dealers to municipalities and private purchasers such as rental car companies and hotels. We do not finance dealers. In support of our RV dealer financing needs, however, we enter into agreements with providers of inventory financing whereby we repurchase new inventory (on agreed terms) located at dealer facilities should the lender foreclose. In another dealer support activity, we have a 50-50 joint venture with G.E. Consumer Finance, Thor Credit Corporation, that offers retail financing to customers of the dealer in their purchase of Thor and other manufacturer’s products.
Restatement
As further described in the Explanatory Note on page 1 of this report, Note 2 to our condensed consolidated financial statements contained elsewhere in this report and our Annual Report on Form 10-K/A for the year ended July 31, 2006, we have restated our financial statements as of July 31, 2006 and 2005, and for each of the years in the three-year period ended July 31, 2006, and the financial results in each of the quarterly periods in 2006 and 2005, and the financial statements as of October 31, 2006 and for the three months ended October 31, 2006 and 2005. The restatement follows the Company’s evaluation, considering the results from the independent investigation of the Audit Committee of our Board of Directors, of accounting practices employed at our Dutchmen Manufacturing, Inc. operating subsidiary (“Dutchmen”) during these periods. The effect of the restatement reported in this Quarterly Report on Form 10-Q is a reduction to income before income taxes of $3,111, or $1,969 in net income, for the three months ended January 31, 2006 and a reduction to income before income taxes of $6,258, or $3,961 in net income, for the six months ended January 31, 2006. The restated financial statements as of July 31, 2006 and 2005, and for each of the years in the three-year period ended July 31, 2006, and the financial results in each of the quarterly periods in

12


 

2006 and 2005, are reported in our Annual Report on Form 10-K/A for the year ended July 31, 2006. The restated financial statements as of October 31, 2006 and for the three months ended October 31, 2006 and 2005 are reported in our Quarterly Report on Form 10-Q/A for the quarter ended October 31, 2006. The accompanying management’s discussion and analysis of financial condition and results of operations gives effect to the restatement described in Note 2 to our condensed consolidated financial statements contained elsewhere in this report.
We have incurred material expenses in 2007 as a direct result of the Audit Committee’s investigation and the Company’s review of the accounting practices at Dutchmen and certain of our other operating subsidiaries. These costs primarily relate to professional services for legal, accounting and tax guidance. In addition, we have incurred costs related to the preparation, review and audit of our restated consolidated financial statements. We expect that we will continue to incur costs associated with these matters.
Information on our accounting controls and procedures, including our internal controls, is described in Item 4 — Controls and Procedures.
Trends and Business Outlook
The most important determinant of demand for Recreation Vehicles is demographics. The baby boomer population is now reaching retirement age and retirees are a large market for our products. The baby boomer retiree population in the United States is expected to grow five times as fast as the total United States population. We believe a primary indicator of the strength of the recreation vehicle industry is retail RV sales, which we closely monitor to determine industry trends. For the three months ended March 31, 2007, Statistical Surveys, Inc. reported that travel trailers and fifth wheel unit sales were down 1.6% and that motorhome sales were down 10.0%, compared to the three months ended March 31, 2006. Higher interest rates and fuel prices appear to affect the motorized segment more severely. According to Statistical Surveys, Inc., our travel trailer and fifth wheel market share for the three months ended March 31, 2007 was 31.9%, down from 32.1% for the three months ended March 31, 2006. In motorhomes, our market share increased to 13.2% for the three months ended March 31, 2007, up from 13.0% for the three months ended March 31, 2006.
Government entities are primary users of our buses. Demand in this segment is subject to fluctuations in government spending on transit. In addition, hotel and rental car companies are also major users of our small and mid-size buses and therefore airline travel is an important indicator for this market. The majority of our buses have a 5-year useful life, so many of the buses are being replaced. Management estimates that industry unit sales of small and mid-sized buses are up 14.7% in the three months ended March 31, 2007 compared to the three months ended March 31, 2006.
Economic or industry-wide factors affecting our recreation vehicle business include raw material costs of commodities used in the manufacture of our product. Material cost is the primary factor determining our cost of products sold. Additional increases in raw material costs would impact our profit margins negatively if we were unable to raise prices for our products by corresponding amounts.

13


 

Three Months Ended January 31, 2007 vs.
     Three Months Ended January 31, 2006
                                                 
    Three Months Ended             Three Months Ended             Change        
    January 31, 2007             January 31, 2006             Amount     %  
     
NET SALES:
                                               
Recreation Vehicles
                                               
Towables
  $ 373,940             $ 457,861             $ (83,921 )     (18.3 )
Motorized
    116,694               113,841               2,853       2.5  
 
                                         
Total Recreation Vehicles
    490,634               571,702               (81,068 )     (14.2 )
Buses
    93,415               70,345               23,070       32.8  
 
                                         
Total
  $ 584,049             $ 642,047             $ (57,998 )     (9.0 )
 
                                         
# OF UNITS:
                                               
Recreation Vehicles
                                               
Towables
    17,436               24,042               (6,606 )     (27.5 )
Motorized
    1,521               1,486               35       2.4  
 
                                         
Total Recreation Vehicles
    18,957               25,528               (6,571 )     (25.7 )
Buses
    1,531               1,321               210       15.9  
 
                                         
Total
    20,488               26,849               (6,361 )     (23.7 )
 
                                         
                                                 
            % of             % of                  
            Segment             Segment                  
            Net Sales             Net Sales                  
GROSS PROFIT:
                                               
Recreation Vehicles
                                               
Towables
  $ 44,576       11.9     $ 73,647       16.1     $ (29,071 )     (39.5 )
Motorized
    9,854       8.4       7,876       6.9       1,978       25.1  
 
                                         
Total Recreation Vehicles
    54,430       11.1       81,523       14.3       (27,093 )     (33.2 )
Buses
    6,739       7.2       5,329       7.6       1,410       26.5  
 
                                         
Total
  $ 61,169       10.5     $ 86,852       13.5     $ (25,683 )     (29.6 )
 
                                         
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:
                                               
Recreation Vehicles
                                               
Towables
  $ 22,954       6.1     $ 26,881       5.9     $ (3,927 )     (14.6 )
Motorized
    6,388       5.5       5,704       5.0       684       12.0  
 
                                         
Total Recreation Vehicles
    29,342       6.0       32,585       5.7       (3,243 )     (10.0 )
Buses
    3,510       3.8       3,154       4.5       356       11.3  
Corporate
    4,572             5,498             (926 )     (16.8 )
 
                                         
Total
  $ 37,424       6.4     $ 41,237       6.4     $ (3,813 )     (9.2 )
 
                                         
INCOME BEFORE INCOME TAXES:
                                               
Recreation Vehicles
                                               
Towables
  $ 21,804       5.8     $ 46,891       10.2     $ (25,087 )     (53.5 )
Motorized
    3,468       3.0       2,171       1.9       1,297       59.7  
 
                                         
Total Recreation Vehicles
    25,272       5.2       49,062       8.6       (23,790 )     (48.5 )
Buses
    3,154       3.4       1,985       2.8       1,169       58.9  
Corporate
    (2,184 )           (3,490 )           1,306       37.4  
 
                                         
Total
  $ 26,242       4.5     $ 47,557       7.4     $ (21,315 )     (44.8 )
 
                                         

14


 

ORDER BACKLOG
                                 
    As of     As of     Change  
    January 31, 2007     January 31, 2006     Amount     %  
Recreation Vehicles
                               
Towables
  $ 238,658     $ 376,069     $ (137,411 )     (36.5 )
Motorized
    99,756       122,416       (22,660 )     (18.5 )
 
                         
Total Recreation Vehicles
    338,414       498,485       (160,071 )     (32.1 )
Buses
    206,820       173,697       33,123       19.1  
 
                         
Total
  $ 545,234     $ 672,182     $ (126,948 )     (18.9 )
 
                         
CONSOLIDATED
Net sales and gross profit for the three months ended January 31, 2007 were down 9.0% and 29.6%, respectively, compared to the three months ended January 31, 2006. We estimate that in the three months ended January 31, 2006 approximately $38,677, or 8.4%, of towable net sales were related to hurricane relief units sold through our dealer network. There have been no sales of hurricane relief units in fiscal 2007. Selling, general and administrative expenses for the three months ended January 31, 2007 decreased 9.2% compared to the three months ended January 31, 2006. Income before income taxes for the three months ended January 31, 2007 decreased 44.8% compared to the three months ended January 31, 2006. The specifics on changes in net sales, gross profit, selling, general and administrative expense and income before income taxes are addressed in the segment reporting below.
Corporate costs in selling, general and administrative were $4,572 for the three months ended January 31, 2007 compared to $5,498 for the three months ended January 31, 2006. This $926 decrease is primarily the result of reduced compensation, primarily bonuses and legal expenses. Corporate interest income and other income was $2,330 for the three months ended January 31, 2007 compared to $2,008 for the three months ended January 31, 2006.
The overall effective tax rate for the three months ended January 31, 2007 was 30.4% compared to 37.1% for the three months ended January 31, 2006. The primary reason for the reduction of taxes in 2007 was the Company recorded $1.9 million of tax benefit in the three months ended January 31, 2007 related to its research and development credits. This tax benefit was recorded because the 2006 Tax Relief and Health Care Act retroactively reinstated the research and development credit to January 1, 2006 and the Company reached an agreement with the Internal Revenue Service regarding the amount of research and development credit for fiscal years 2003 through 2005 which was previously not recognized.
Segment Reporting
RECREATION VEHICLES
Analysis of Percentage Change in Net Sales Versus Prior Year
                         
    Average Price        
    Per Unit   Units   Net Change
     
Recreation Vehicles
                       
Towables
    9.2 %     (27.5 )%     (18.3 )%
Motorized
    .1 %     2.4 %     2.5 %
TOWABLE RECREATION VEHICLES
The decrease in towables net sales of 18.3% resulted primarily from reduced unit sales, primarily hurricane relief units. We estimate that in the three months ended January 31, 2006 approximately $38,677, or 8.4%, of towable net sales (approximately 2,880 units), were related to hurricane relief units sold through our dealer network. There have been no sales of hurricane relief units in fiscal 2007. The

15


 

overall industry decrease in towables for November and December of 2006 was 27.3% according to statistics published by the Recreation Vehicle Industry Association. Increases in the average price per unit resulted from product mix and no hurricane unit sales in fiscal 2007. Hurricane unit pricing in fiscal 2006 was substantially lower than the average price per unit of other towables.
Towables gross profit percentage decreased to 11.9% of net sales for the three months ended January 31, 2007 from 16.1% of net sales for the three months ended January 31, 2006. The primary factor for the decrease in gross profit percentage was the 18.3% decrease in net sales and increased discount and allowances due to a soft market. Towable discounts and allowances increased by approximately $5,000 in three months ended January 31, 2007 compared to the three months ended January 31, 2006. Selling, general and administrative expenses were 6.1% of net sales for the three months ended January 31, 2007 and 5.9% of net sales for the three months ended January 31, 2006.
Towables income before income taxes decreased to 5.8% of net sales for the three months ended January 31, 2007 from 10.2% of net sales for the three months ended January 31, 2006. The primary factor for this decrease was the reduction in unit sales and corresponding margins.
MOTORIZED RECREATION VEHICLES
The increase in motorized net sales of 2.5% resulted from a 2.4% increase in unit shipments. The increase in units sold of approximately 2.4% outperformed the overall market increase in motorhomes of 1.0% for the two month period November and December 2006 according to statistics published by the Recreation Vehicle Industry Association. The increase in the average price per unit resulted from the product mix.
Motorized gross profit percentage increased to 8.4% of net sales for the three months ended January 31, 2007 from 6.9% of net sales for the three months ended January 31, 2006. The primary factor for the increase in gross profit percentage in 2007 was increased unit sales and a $1,360 impairment charge in the three months ended January 31, 2006 associated with the decision to not produce a planned motorized product line. Selling, general and administrative expenses were 5.5% of net sales for the three months ended January 31, 2007 and 5.0% of net sales for the three months ended January 31, 2006.
Motorized income before income taxes was 3.0% of net sales for the three months ended January 31, 2007 and 1.9% of net sales for the three months ended January 31, 2006. The increase in motorized income before income taxes for the three months ended January 31, 2007 compared to the three months ended January 31, 2006 was, as noted above, increased unit sales and the $1,360 impairment charge in 2006.
BUSES
Analysis of Percentage Change in Net Sales Versus Prior Year
                         
    Average Price Per Unit   Units   Net Change
     
Buses
    17.0 %     15.9 %     32.8 %
The increase in buses net sales of 32.8% resulted from a combination of an increase in both average price per unit and unit shipments. The increase in the average price per unit resulted primarily from the product mix.
Buses gross profit percentage decreased to 7.2% of net sales for the three months ended January 31, 2007 from 7.6% of net sales for the three months ended January 31, 2006. The primary reason for the decrease in gross profit percentage was the more competitive pricing for our bus products compared to the prior year period. Selling, general and administrative expenses were 3.8% of net sales for the three months ended January 31, 2007 and 4.5% for the three months ended January 31, 2006. The reduction

16


 

in selling, general and administrative expenses as a percentage of net sales is primarily due to increased sales volume in the three months ended January 31, 2007.
Buses income before income taxes increased to 3.4% of net sales for the three months ended January 31, 2007 from 2.8% for the three months ended January 31, 2006 due to increased sales volume.
Six Months Ended January 31, 2007 vs.
     Six Months Ended January 31, 2006
                                                 
    Six Months Ended             Six Months Ended             Change        
    January 31, 2007             January 31, 2006             Amount     %  
     
NET SALES:
                                               
Recreation Vehicles
                                               
Towables
  $ 873,895             $ 991,097             $ (117,202 )     (11.8 )
Motorized
    252,617               262,935               (10,318 )     (3.9 )
 
                                         
Total Recreation Vehicles
    1,126,512               1,254,032               (127,520 )     (10.2 )
Buses
    185,253               149,338               35,915       24.0  
 
                                         
Total
  $ 1,311,765             $ 1,403,370             $ (91,605 )     (6.5 )
 
                                         
# OF UNITS:
                                               
Recreation Vehicles
                                               
Towables
    40,926               51,560               (10,634 )     (20.6 )
Motorized
    3,376               3,505               (129 )     (3.7 )
 
                                         
Total Recreation Vehicles
    44,302               55,065               (10,763 )     (19.5 )
Buses
    3,088               2,789               299       10.7  
 
                                         
Total
    47,390               57,854               (10,464 )     (18.1 )
 
                                         
                                                 
            % of             % of                  
            Segment             Segment                  
            Net Sales             Net Sales                  
GROSS PROFIT:
                                               
Recreation Vehicles
                                               
Towables
  $ 114,398       13.1     $ 161,264       16.3     $ (46,866 )     (29.1 )
Motorized
    22,493       8.9       23,177       8.8       (684 )     (3.0 )
 
                                         
Total Recreation Vehicles
    136,891       12.2       184,441       14.7       (47,550 )     (25.8 )
Buses
    13,446       7.3       10,906       7.3       2,540       23.3  
 
                                         
Total
  $ 150,337       11.5     $ 195,347       13.9     $ (45,010 )     (23.0 )
 
                                         
SELLING, GENERAL AND
     ADMINISTRATIVE EXPENSES:
                               
Recreation Vehicles
                                               
Towables
  $ 52,383       6.0     $ 56,253       5.7     $ (3,870 )     (6.9 )
Motorized
    12,944       5.1       12,637       4.8       307       2.4  
 
                                         
Total Recreation Vehicles
    65,327       6.0       68,890       5.5       (3,563 )     (5.2 )
Buses
    7,003       3.8       6,617       4.4       386       5.8  
Corporate
    8,539             10,066             (1,527 )     (15.2 )
 
                                         
Total
  $ 80,869       6.2     $ 85,573       6.1     $ (4,704 )     (5.5 )
 
                                         
INCOME BEFORE INCOME TAXES:
                                               
Recreation Vehicles
                                               
Towables
  $ 62,204       7.1     $ 105,168       10.6     $ (42,964 )     (40.9 )
Motorized
    9,536       3.8       10,537       4.0       (1,001 )     (9.5 )
 
                                         
Total Recreation Vehicles
    71,740       6.4       115,705       9.2       (43,965 )     (38.0 )
Buses
    6,174       3.3       3,979       2.7       2,195       55.2  
Corporate
    (2,676 )           (5,836 )           3,160       54.1  
 
                                         
Total
  $ 75,238       5.7     $ 113,848       8.1     $ (38,610 )     (33.9 )
 
                                         

17


 

CONSOLIDATED
Net sales and gross profit for the six months ended January 31, 2007 were down 6.5% and 23.0%, respectively, compared to the six months ended January 31, 2006. We estimate that for the six months ended January 31, 2006 approximately $113,677, or 11.5%, of towable net sales were related to hurricane relief units sold through our dealer network. There have been no sales of hurricane relief units in fiscal 2007. Selling, general and administrative expenses decreased 5.5% compared to six months ended January 31, 2006. The specifics on changes in net sales, gross profit, selling, general and administrative expense and income before income taxes are addressed in the segment reporting below.
Corporate costs in selling, general and administrative were $8,539 for the six months ended January 31, 2007 compared to $10,066 in the six months ended January 31, 2006. This $1,527 decrease is primarily the result of reduced insurance and legal costs, compensation and bonus expense. Corporate interest income and other income was $5,786 for the six months ended January 31, 2007 compared to $4,238 for the six months ended January 31, 2006.
The overall effective tax rate for the six months ended January 31, 2007 was 35.1% compared to 37.4% for the six months ended January 31, 2006. The primary reason for the reduction in taxes in 2007 was the Company recorded $1.9 million of tax benefit in the second quarter related to its research and development credits. This tax benefit was recorded because the 2006 Tax Relief and Health Care Act retroactively reinstated the research and development credit to January 1, 2006 and the Company reached an agreement with the Internal Revenue Service regarding the amount of research and development credit for fiscal years 2003 through 2005 which was previously not recognized.
Segment Reporting
RECREATION VEHICLES
Analysis of Percentage Change in Net Sales Versus Prior Year
                         
    Average Price        
    Per Unit   Units   Net Change
     
Recreation Vehicles
                       
Towables
    9.1 %     (20.6 )%     (11.8 )%
Motorized
    (.2 )%     (3.7 )%     (3.9 )%
TOWABLE RECREATION VEHICLES
The decrease in towables net sales of 11.8% resulted primarily from reduced unit sales, primarily hurricane relief units. We estimate that in the six months ended January 31, 2006 approximately $113,677, or 11.5%, of towable net sales (approximately 8,342 units), were related to hurricane relief units sold through our dealer network. There have been no sales of hurricane relief units in fiscal 2007. The overall market unit decrease in towables for August through December 2006 was 18.2% according to statistics published by the Recreation Vehicle Industry Association. Increases in the average price per unit resulted from product mix and no hurricane unit sales in fiscal 2007. Hurricane unit pricing in fiscal 2006 was substantially lower than the average price per unit of other towables.
Towables gross profit percentage decreased to 13.1% of net sales for the six months ended January 31, 2007 from 16.3% of net sales for the six months ended January 31, 2006. The primary factor for the decrease in gross profit percentage was the 11.8% decrease in net sales and increased discount and allowances due to a soft market. Towable discounts and allowances increased by approximately $14,473 in the six months ended January 31, 2007 compared to the six months ended January 31, 2006. Selling, general and administrative expenses were 6.0% of net sales for the six months ended January 31, 2007 and 5.7% of net sales for the six months ended January 31, 2006.
Towables income before income taxes decreased to 7.1% of net sales for the six months ended January 31, 2007 from 10.6% of net sales for the six months ended January 31, 2006. The primary factors for this decrease were the reduction in unit sales and corresponding margins.

18


 

MOTORIZED RECREATION VEHICLES
The decrease in motorized net sales of 3.9% resulted from a 3.7% decrease in unit shipments. The decrease in units sold of 3.7% outperformed the overall market unit decrease in motorhomes of 3.9% for August through December 2006 according to statistics published by the Recreation Vehicle Industry Association. The decrease in the average price per unit resulted from the product mix.
Motorized gross profit percentage increased to 8.9% of net sales in the six months ended January 31, 2007 from 8.8% of net sales for the six months ended January 31, 2006. Selling, general and administrative expenses were 5.1% of net sales for the six months ended January 31, 2007 and 4.8% of net sales for the six months ended January 31, 2006.
Motorized income before income taxes was 3.8% of net sales for the six months ended January 31, 2007 and 4.0% of net sales for the six months ended January 31, 2006.
BUSES
Analysis of Percentage Change in Net Sales Versus Prior Year
                         
    Average Price Per Unit   Units   Net Change
     
Buses
    13.3 %     10.7 %     24.0 %
The increase in buses net sales of 24.0% resulted from a combination of an increase in both average price per unit and unit shipments and unit mix. The increase in the average price per unit resulted primarily from the product mix.
Buses gross profit percentage was 7.3% of net sales for the six months ended January 31, 2007 and the six months ended January 31, 2006. Selling, general and administrative expenses were 3.8% of net sales for the six months ended January 31, 2007 and 4.4% for the six months ended January 31, 2006.
Buses income before income taxes increased to 3.3% of net sales for the six months ended January 31, 2007 from 2.7% for the six months ended January 31, 2006 due to increased sales volume.
Financial Condition and Liquidity
As of January 31, 2007, we had $210,047 in cash, cash equivalents and short-term investments, compared to $264,373 on July 31, 2006. Effective August 1, 2006, the Company began classifying all short-term investment purchases as available-for-sale. This change was based on the Company’s decision to change its investment strategy from one of generating profits on short term differences in price to one of preserving capital. This change should create less volatility and a more predictable return on our short term investments as income will be generated from interest income instead of appreciation or depreciation on our investments. This change will also have the effect of moving the purchases and proceeds from the sale of our investments out of the operating activities category and into the investing activities category on our cash flow statement, more clearly reflecting our true operating cash flow. It should have an insignificant effect on overall cash flow.
Working capital at January 31, 2007 was $346,486 compared to $360,751 at July 31, 2006. We have no long-term debt. We currently have a $30,000 revolving line of credit which bears interest at negotiated rates below prime and expires on November 30, 2007. There were no borrowings on this line of credit during the six months ended January 31, 2007. 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 for the foreseeable future.

19


 

Capital expenditures of approximately $7,267 for the six months ended January 31, 2007 were primarily for planned expansions and improvements of our recreation vehicle segments.
The Company anticipates additional capital expenditures in the third and fourth quarters of fiscal 2007 of approximately $4,700. These expenditures will be made primarily to expand our RV companies and to replace machinery and equipment to be used 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 accounting policies, the following may involve a higher degree of judgments, estimates, and complexity:
Impairment of Goodwill, Trademarks and Long-Lived Assets
We at least annually review the carrying value of goodwill and trademarks with indefinite useful lives. Long-lived assets, identifiable intangibles that are amortized, goodwill and trademarks with indefinite useful lives are also reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable from 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. 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 $5,000 per occurrence. We have established a reserve on our balance sheet for such occurrences based on historical data and actuarial information. We maintain excess liability insurance aggregating $25,000 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
We provide 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.

20


 

Income Taxes
The Company accounts for income taxes under the provisions of SFAS No. 109, “Accounting for Income Taxes.” The objectives of accounting for income taxes are to recognize the amount of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. Judgment is required in assessing the future tax consequences of events that have been recognized in the company’s financial statements or tax returns. Fluctuations in the actual outcome of these future tax consequences could materially impact the Company’s financial position or its results of operations.
Revenue Recognition
Revenue from the sale of recreation vehicles and buses are recorded when all of the following conditions have been met:
  1)   An order for a product has been received from a dealer;
 
  2)   Written or oral approval for payment has been received from the dealer’s flooring institution;
 
  3)   A common carrier signs the delivery ticket accepting responsibility for the product as agent for the dealer; and
 
  4)   The product is removed from the Company’s property for delivery to the dealer who placed the order.
Certain shipments are sold to customers under cash on delivery (“COD”) terms. The Company recognizes revenue on COD sales upon payment and delivery. Most sales are made by dealers financing their purchases under flooring arrangements with banks or finance companies. Products are not sold on consignment, dealers do not have the right to return products, and dealers are typically responsible for interest costs to floorplan lenders. On average, the Company receives payments from floorplan lenders on products sold to dealers within 15 days of the invoice date.
Repurchase Commitments
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, these agreements provide for the repurchase of products from the financing institution in the event of a dealer’s default. The risk of loss under these agreements is spread over numerous dealers and 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 consolidated financial statements, and management believes that any future losses under these agreements will not have a significant effect on the Company’s consolidated financial position or results of operations. The Company records repurchase and guarantee reserves based on prior experience and known current events.
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 Company’s ability to become current in its filings with the SEC, additional issues that may arise in connection with the findings of the Audit Committee’s investigation and the SEC’s requests for additional information, fuel prices, fuel availability, interest rate increases, increased material costs, the success of new product introductions, the pace of acquisitions, cost structure improvements, competition and general economic conditions and the other risks and uncertainties discussed more fully in Item 1A of our Annual Report on Form 10-K/A for the year ended July 31, 2006. The Company disclaims any obligation or undertaking to disseminate any updates or revisions to any change in expectation of the Company after the date

21


 

hereof or any change in events, conditions or circumstances on which any statement is based except as required by law.
ITEM 3. 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.
ITEM 4. Controls and Procedures
As further described in the Explanatory Note on page 1 of this report, Note 2 to our condensed consolidated financial statements contained elsewhere in this report and our Annual Report on Form 10-K/A for the year ended July 31, 2006, we have restated our financial statements as of July 31, 2006 and 2005, and for each of the years in the three-year period ended July 31, 2006, and the financial results in each of the quarterly periods in 2006 and 2005, and the financial statements as of October 31, 2006 and for the three months ended October 31, 2006 and 2005. The restatement follows the Company’s evaluation, considering the results from the independent investigation of the Audit Committee of our Board of Directors, of accounting practices employed at our Dutchmen Manufacturing, Inc. operating subsidiary (“Dutchmen”) during these periods.
As more fully described in our Annual Report on Form 10-K/A for the year ended July 31, 2006, as of July 31, 2006, as a result of the findings of the independent investigation and the restatement of the Company’s financial statements, management re-evaluated our internal control over financial reporting and identified a material weakness in our internal controls related to segregation of duties and found that our “disclosure controls and procedures,” as such term is defined under Securities Exchange Act Rule 13a-15(e), were not effective due to the material weakness.
As disclosed in our Annual Report on Form 10-K/A, management identified the following material weakness in the Company’s internal control over financial reporting as of July 31, 2006:
Segregation of Duties. In January 2007, management was informed by the President of Dutchmen of facts that led it to discover that there was a lack of segregation of duties at Dutchmen. It is Company policy to segregate duties among different people to reduce the risk of error or inappropriate action. Despite certain efforts by the Company to improve internal controls at Dutchmen, Dutchmen’s Vice President of Finance was able to perform functions that were or should have been specifically assigned to other employees of Dutchmen, including Dutchmen’s controller and internal auditor/accountant. Specifically, Dutchmen’s Vice President of Finance, through various means, was entering, approving and reconciling entries into various accounts, such as inventory, accounts receivable, accounts payable and cost of products sold, which duties should have been segregated, and continued to do so after the Company caused additional finance staff to be hired at Dutchmen. Dutchmen’s Vice President of Finance also entered inaccurate accounting entries and prepared fraudulent supporting documentation and had excessive access rights to various aspects of Dutchmen’s accounting and information systems. Dutchmen’s internal policies did not sufficiently segregate duties for making or approving entries in key accounts and account reconciliations, and the Company lacked sufficient compensating internal controls to prevent or detect the acts described above. This material weakness caused the financial results reported by Dutchmen to the Company’s corporate finance and accounting group to be materially inaccurate and to be incorporated into the Company’s consolidated financial statements and the Company’s required SEC filings. In addition, certain of the Company’s other operating subsidiaries also had functions that should have been but were not segregated, there were employees who had inappropriate levels of access to various aspects of the accounting and information systems at certain

22


 

operating subsidiaries, and the Company’s corporate level monitoring of certain operating subsidiaries’ reconciliations was insufficient.
In connection with the preparation of the Company’s Quarterly Report on Form 10-Q for the quarter ended January 31, 2007, management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this Quarterly Report. As described above, a material weakness was identified in our internal control over financial reporting regarding segregation of duties as of July 31, 2006. The Public Company Accounting Oversight Board’s Auditing Standard No. 2 defines a material weakness as a significant deficiency, or combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. Based upon management’s evaluation, conducted under Exchange Act Rule 13a-15, our Chief Executive Officer and Chief Financial Officer, concluded that the Company’s disclosure controls and procedures were not effective as of January 31, 2007 because the material weakness described above continued to persist as of such date.
The Company’s management, including the Chief Executive Officer and the Chief Financial Officer, does not expect that the Company’s disclosure controls and procedures will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
Management evaluated whether there was a change in the Company’s internal control over financial reporting during the three months ended January 31, 2007 and through the date of this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. Based on management’s evaluation, management believes that there was no such change during the three months ended January 31, 2007 and through the date of this report. However, since January 31, 2007, the Company has taken or intends to take the following actions to remediate the material weakness described above:
    The Company has terminated the employment of the Dutchmen Vice President of Finance and has hired a new Vice President of Finance at Dutchmen;
 
    The Company has eliminated the excessive accounting and information system access rights found to be available to the Dutchmen Vice President of Finance;
 
    Since discovery of the activities of the former Dutchmen Vice President of Finance, the Company has assigned a member of its internal audit department to Dutchmen to assist in implementing full segregation of duties in Dutchmen’s accounting function;

23


 

    The Company is modifying the duties of accounting personnel to improve segregation of duties and modifying certain information access rights at certain of its other operating subsidiaries;
 
    The Company is providing additional training on fraud risk and awareness and assisting management and other key personnel to understand the lessons learned through the Dutchmen review;
 
    To improve the Company’s oversight of internal controls at its subsidiaries, the Company’s Board of Directors has hired a professional services firm to lead and coordinate ongoing compliance efforts under Sarbanes-Oxley section 404 and partner with the internal audit function of the Company;
 
    More frequent and in-depth periodic, unannounced internal audits of controls will be conducted at the subsidiary level;
 
    The Company has enhanced its corporate level monitoring of the operating subsidiaries’ accounts receivable, accounts payable and cash reconciliations, including verification that financial information submitted by the operating subsidiaries agrees with the financial information recorded in the operating subsidiaries’ information systems; and
 
    The Company has modified its reporting relationships so that heads of subsidiary accounting departments report directly to the Chief Financial Officer of the Company as opposed to subsidiary level presidents.

24


 

PART II — Other Information
ITEM 1. LEGAL PROCEEDINGS
The SEC is reviewing the facts and circumstances giving rise to the restatement of our previously issued financial statements as of July 31, 2006 and 2005, and for each of the years in the three-year period ended July 31, 2006, and the financial results in each of the quarterly periods in 2006 and 2005, and our financial statements as of and for the three months ended October 31, 2006. We intend to cooperate fully with the SEC. The investigation by the SEC staff could result in the SEC seeking various penalties and relief, including, without limitation, civil injunctive relief and/or civil monetary penalties or administrative relief. The nature of the relief or remedies the SEC may seek, if any, cannot be predicted at this time.
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
(c) ISSUER PURCHASES OF EQUITY SECURITIES
                                 
                    (c) Total Number   (d) Maximum Number
                    of Shares   (or Approximate
    (a) Total   (b)   (or Units)   Dollar Value)
    Number   Average   Purchased as   of Shares (or Units)
    of Shares   Price Paid   Part of Publicly   that May Yet Be
    (or Units)   Per Share   Announced Plans   Purchased Under the
Period   Purchased   (or Unit)   or Programs (1)   Plans or Programs
November 2006
                      1,947,200  
December 2006
                      1,947,200  
January 2007
                      1,947,200  
 
(1)   On June 26, 2006 our Board of Directors authorized the repurchase of 2,000,000 shares extending over a 24-month period before expiring. At January 31, 2007, 1,947,200 shares of common stock remained authorized for repurchase under the repurchase program.
ITEM 6. Exhibits
     
Exhibit   Description
31.1
  Chief Executive Officer’s Certification filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
   
31.2
  Chief Financial Officer’s Certification filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
   
32.1
  Chief Executive Officer’s Certification furnished pursuant to Section 906 of the Sarbanes-Oxley Act 2002.
 
   
32.2
  Chief Financial Officer’s Certification furnished pursuant to Section 906 of the Sarbanes-Oxley Act 2002.

25


 

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
         
  THOR INDUSTRIES, INC.
            (Registrant)
 
 
DATE: June 19, 2007  By:   /s/ Wade F. B. Thompson    
    Wade F. B. Thompson   
    Chairman of the Board, President
and Chief Executive Officer 
 
 
     
DATE: June 19, 2007  By:   /s/ Walter L. Bennett    
    Walter L. Bennett   
    Executive Vice President,
Secretary and Chief Financial Officer 
 

26