THOR INDUSTRIES INC - Quarter Report: 2010 October (Form 10-Q)

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

		for the quarterly period ended October 31, 2010.

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

		for the transition period from                      to                     .

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)

(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 þ                      No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes þ                      No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ		Accelerated filer o		Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting company 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 10/31/2010
Common stock, par value $ .10 per share		55,811,510 shares

 

 

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

		(UNAUDITED)
		October 31, 2010				July 31, 2010
ASSETS
Current assets:
Cash and cash equivalents		$	141,747			$	247,751
Accounts receivable:
Trade, less allowance for doubtful accounts of $689 at 10/31/10 and $422 at 7/31/10			133,957				159,535
Other			6,366				5,864
Inventories			181,100				142,680
Note receivable			2,463				2,364
Deferred income taxes and other			45,025				43,576
Total current assets			510,658				601,770
Property, plant and equipment:
Land			22,029				20,757
Buildings and improvements			149,472				133,890
Machinery and equipment			79,826				72,562
Total cost			251,327				227,209
Less accumulated depreciation			90,054				88,029
Net property, plant and equipment			161,273				139,180
Investments — joint ventures			2,906				2,474
Other assets:
Long term investments			3,390				5,327
Goodwill			245,766				150,901
Amortizable intangible assets			121,973				5,728
Indefinite-lived trademarks			12,900				14,936
Long term notes receivable			29,308				28,966
Deferred income taxes and other			7,944				14,791
Total other assets			421,281				220,649
TOTAL ASSETS		$	1,096,118			$	964,073
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	107,234			$	108,616
Accrued liabilities:
Compensation and related items			26,449				30,346
Product warranties			62,474				51,467
Taxes			8,306				28,416
Promotions and rebates			10,765				9,419
Product/property liability and related liabilities			13,860				15,254
Other			16,761				13,246
Total current liabilities			245,849				256,764
Other liabilities			14,791				14,345
Unrecognized tax benefits			38,130				35,686
Deferred income tax liability			29,662				—
Total long term liabilities			82,583				50,031
Stockholders’ equity:
Preferred stock—authorized 1,000,000 shares; none outstanding			—				—
Common stock — par value of $.10 per share; authorized 250,000,000 shares; issued 61,668,849 shares @ 10/31/10 and 57,318,849 shares @ 7/31/10;			6,167				5,732
Additional paid-in capital			187,501				95,770
Retained earnings			763,314				745,204
Accumulated other comprehensive loss			(192	)			(324	)
Less Treasury shares of 5,857,339 @ 10/31/10 & 7/31/10, at cost			(189,104	)			(189,104	)
Total stockholders’ equity			767,686				657,278
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$	1,096,118			$	964,073

See notes to condensed consolidated financial statements.

THOR INDUSTRIES, INC. AND SUBSIDIARIES
STATEMENTS OF CONDENSED CONSOLIDATED OPERATIONS
FOR THE THREE MONTHS ENDED OCTOBER 31, 2010 AND 2009 (UNAUDITED)

		Three Months Ended October 31,
		2010				2009
Net sales		$	606,684			$	502,552
Cost of products sold			530,106				432,781
Gross profit			76,578				69,771
Selling, general and administrative expenses			44,891				34,767
Impairment of trademarks			2,036				—
Amortization of intangibles			2,075				91
Gain on involuntary conversion			4,802				—
Interest income			1,023				1,670
Interest expense			70				99
Other income			455				769
Income before income taxes			33,786				37,253
Income taxes			10,098				13,824
Net income		$	23,688			$	23,429
Average common shares outstanding:
Basic			53,621,890				55,436,924
Diluted			53,708,104				55,516,772
Earnings per common share:
Basic		$	.44			$	.42
Diluted		$	.44			$	.42
Regular dividends declared and paid per common share:		$	.10			$	.07
Special dividends declared and paid per common share:		$	—			$	.50

See notes to condensed consolidated financial statements.

THOR INDUSTRIES, INC. AND SUBSIDIARIES
STATEMENTS OF CONDENSED CONSOLIDATED CASH FLOWS
FOR THE THREE MONTHS ENDED OCTOBER 31, 2010 AND 2009 (UNAUDITED)

		2010				2009
Cash flows from operating activities:
Net income		$	23,688			$	23,429
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation			3,340				3,179
Amortization of intangibles			2,075				91
Trademark impairment			2,036				—
Deferred income taxes			3,000				(195	)
Gain on disposition of property, plant & equipment			(26	)			(6	)
Stock based compensation expenses			845				209
Excess tax benefits from stock-based awards			(446	)			—
Gain on involuntary conversion of assets			(2,117	)			—
Changes in assets and liabilities (excluding acquisition):
Accounts receivable			43,818				(19,090	)
Inventories			(14,050	)			(28,751	)
Prepaid expenses and other			(476	)			3,527
Accounts payable			(27,512	)			18,336
Accrued liabilities			(25,523	)			17,243
Other liabilities			1,042				481
Net cash provided by operating activities			9,694				18,453
Cash flows from investing activities:
Purchases of property, plant & equipment			(16,642	)			(911	)
Proceeds from dispositions of property, plant & equipment			648				659
Proceeds from disposition of investments			2,150				15,000
Insurance proceeds from involuntary conversion of assets			2,496				—
Acquisition of operating subsidiary			(99,562	)			—
Net cash provided by (used in) investing activities			(110,910	)			14,748
Cash flows from financing activities:
Cash dividends			(5,578	)			(31,602	)
Excess tax benefits from stock-based awards			446				—
Proceeds from issuance of common stock			344				—
Net cash used in financing activities			(4,788	)			(31,602	)
Effect of exchange rate changes on cash			—				(81	)
Net (decrease) increase in cash and equivalents			(106,004	)			1,518
Cash and cash equivalents, beginning of period			247,751				221,684
Cash and cash equivalents, end of period		$	141,747			$	223,202
Supplemental cash flow information:
Income taxes paid		$	28,315			$	4,203
Interest paid		$	70			$	99
Non-cash transactions:
Capital expenditures in accounts payable		$	321			$	24
Common stock issued in business acquisition		$	90,531			$	—

See notes to condensed consolidated financial statements.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.

Nature of Operations - Thor Industries, Inc. was founded in 1980 and, together with its subsidiaries (the “Company”), manufactures a wide range of recreation vehicles and small and mid-size buses at various manufacturing facilities across the United States. These products are sold to independent dealers and municipalities primarily throughout the United States and Canada.

The Company’s core business activities are comprised of three distinct operations, which include the design, manufacture and sale of motorized recreation vehicles, towable recreation vehicles and buses. Accordingly, the Company has presented segmented financial information for these three segments in Note 6 to the Company’s Notes to the Condensed Consolidated Financial Statements.

The July 31, 2010 amounts are derived from the annual audited financial statements. The interim financial statements are unaudited. In the opinion of management, all adjustments (which consist of normal recurring adjustments) necessary to present fairly the financial position, 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 for the year ended July 31, 2010. The results of operations for the three months ended October 31, 2010, including Heartland Recreational Vehicles, LLC (“Heartland”) since its acquisition on September 16, 2010, are not necessarily indicative of the results for the full year.

Accounting Pronouncements — In June 2009, the Financial Accounting Standards Board, (“FASB”), issued SFAS No. 167, “Amendments to FASB Interpretation No. 46(R)” (SFAS 167). SFAS No. 167 amends ASC 810-10 (formerly FASB Interpretation No. 46(R)) by adding previously considered qualifying special purpose entities (the concept of these entities was eliminated by SFAS No. 166). In addition, companies must perform an analysis to determine whether the Company’s variable interest or interests give it a controlling financial interest in a variable interest entity. Companies must also reassess on an ongoing basis whether the Company is the primary beneficiary of a variable interest entity. The amendments to ASC 810-10 are effective for fiscal years beginning after November 15, 2009. The Company adopted the amendments effective August 1, 2010. The adoption of the amendments did not have any impact on the financial statements.

In July 2010, the FASB issued Accounting Standards Update, or ASU, 2010-20 “Disclosures about the Credit Quality of Financing Receivables and Allowance for Credit Losses.” The new disclosure guidance expands the existing requirements. The enhanced disclosures provide information on the nature of credit risk in a company’s financing of receivables, how that risk is analyzed in determining the related allowance for credit losses, and changes to the allowance during the reporting period. The new disclosures will become effective for the Company’s interim and annual reporting periods ending after December 15, 2010. The Company does not expect the adoption of this ASU to have a material impact on its financial disclosures, and it will adopt its provisions when they become effective.

2.

Acquisitions

On September 16, 2010, the Company purchased all of the outstanding capital stock of Towable Holdings, Inc., which owns all of the outstanding equity interests of Heartland Recreational Vehicles, LLC, (“Heartland”). Heartland is engaged in the business of manufacturing and marketing recreation vehicles, consisting of travel trailers and fifth wheel vehicles. Heartland will operate as a wholly-owned subsidiary of the Company and will be managed as its own operating unit that is aggregated into the Company’s towable recreation vehicle reportable segment. The assets acquired as a result of the acquisition include equipment and other tangible and intangible property. The assets of Heartland will be used in connection with the operation of Heartland’s business of manufacturing and marketing towable recreation vehicles.

Pursuant to the purchase agreement entered into in connection with the acquisition, the Company paid $99,562 in cash and issued 4,300,000 shares of the Company’s unregistered common stock (“Thor Shares”) valued at an aggregate of $90,531. The value of the shares was based on an independent appraisal. The cash portion of the consideration was funded entirely from the Company’s cash on hand. The cash portion of the consideration is

subject to adjustment following the completion of a post-closing audit of the financial statements of Heartland and its parent as described in the purchase agreement. Thus far, adjustments to increase consideration of $170 have been identified and accrued as of October 31, 2010, and the remaining adjustments are not expected to be significant. In addition, the Company expensed $1,796 of transaction costs as part of corporate selling, general and administrative expense in connection with the acquisition during the three months ended October 31, 2010.

Members of management of Heartland who received Thor shares also entered into a stock restriction agreement with the Company, which, among other things, places restrictions on the disposition of the Company’s common stock issued to such persons for a period of four years after the closing of the transaction, which restrictions lapse in pro rata amounts beginning on the first anniversary of the closing of the transaction and every six months thereafter, with an exception for certain permitted acceleration events. In addition, the Company granted to the former indirect security holders of Heartland who received Thor shares registration rights to register the resale of the Thor shares.

The following table summarizes the preliminary approximate fair value of the net assets acquired, which are based on internal and independent external evaluations, at the date of the closing. We are in the process of finalizing the fair value of the intangible assets. Further adjustment of the allocation is not expected to be material.

Current assets		$	48,913
Property, plant and equipment			9,993
Dealer network			67,000
Goodwill			94,865
Trademarks			25,200
Technology assets			21,300
Non-compete agreement			4,130
Backlog			690
Current liabilities			(42,767	)
Other liabilities			(39,061	)
Total fair value of net assets acquired		$	190,263

The Company did not assume any of Heartland’s outstanding debt, other than the existing capital lease obligations included in the table above. Amortized intangible assets have a weighted average useful life of 14.9 years. The dealer network was valued based on the Discounted Cash Flow Method and will be amortized on an accelerated cash flows basis over 12 years. The technology assets were valued based on the Relief from Royalty Method and will be amortized on a straight line basis over 10 to 15 years. The non-compete agreements were valued based on a form of the Discounted Cash Flow Method, the Lost Income Method, and will be amortized on a straight line basis over 5 years. The trademarks were valued based on the Relief from Royalty Method and will be amortized on a straight line basis over 25 years. The backlog was valued based on the Discounted Cash Flow Method and will be amortized over 3 weeks. Goodwill is not subject to amortization. Prior to the acquisition, Heartland had historical net tax basis in goodwill of approximately $11,600 that is deductible for tax purposes and will continue to be deductible.

The primary reasons for the acquisition include Heartland’s future earning potential, its fit with our existing operations, its market share and its cash flow. The results of operations of Heartland are included in the Company’s Statement of Condensed Consolidated Operations from the date of the acquisition. Through October 31, 2010, Heartland recorded net sales of $50,119 and net income before tax of $315. Net income before tax includes onetime costs of $669 related to the step-up in finished goods inventory and $690 for amortization of backlog. The following unaudited pro forma information represents the Company’s results of operations as if the acquisition had occurred at the beginning of each of the respective periods. These performance results may not be indicative of the actual results that would have occurred under the ownership and management of the Company.

		Three Months Ended October 31,
		2010				2009
Net sales		$	668,576			$	582,045
Net income		$	26,816			$	25,812
Basic earnings per common share		$	.48			$	.43
Diluted earnings per common share		$	.48			$	.43

On March 1, 2010, the Company acquired 100% of SJC Industries Corp. (“SJC”), a privately-held manufacturer of ambulances based in Elkhart, Indiana, for $19,756 in cash and $325 of future cash obligations to the seller for a total purchase price of $20,081. The Company believes that SJC is currently the second largest manufacturer of ambulances in the United States. Its brands include McCoy Miller, Marque and Premiere, each of which is sold through a nationwide network of dealers. The Company believes that the ambulance business is a natural fit with Thor’s bus business and has included the operations of SJC in its Buses reportable segment. Under the Company’s ownership, SJC will continue as an independent operation, in the same manner as the Company’s recreation vehicle and bus companies. The operations of SJC are included in the Company’s operating results from the date of its acquisition.

Based on internal and independent external valuations, the Company allocated the preliminary purchase price to the net identifiable assets of SJC as follows:

Net working capital		$	7,412
Property, plant and equipment			2,459
Dealer network			5,230
Goodwill			2,490
Trademarks			2,100
Technology			270
Non-compete			120
		$	20,081

Amortized intangible assets have a weighted average useful life of 13.4 years. The dealer network will be amortized on a straight line basis over 14 years, and the technology assets and non-compete agreements will both be amortized on a straight line basis over 5 years. Goodwill and trademarks are not subject to amortization. The entire goodwill balance is tax deductible. Pro forma financial information has not been presented due to its insignificance.

3.

Major classifications of inventories are:

		October 31, 2010				July 31, 2010
Raw materials		$	88,500			$	78,481
Chassis			43,381				33,335
Work in process			50,155				46,681
Finished goods			24,562				9,681
Total			206,598				168,178
Excess of FIFO costs over LIFO costs			(25,498	)			(25,498	)
Total inventories		$	181,100			$	142,680

Of the $206,598 of inventory at October 31, 2010, all but $32,046 at certain subsidiaries are valued on a last-in, first-out basis. This $32,046 of inventory is valued on a first-in, first-out method.

4.

Earnings Per Share

		Three Months Ended				Three Months Ended
		October 31, 2010				October 31, 2009
Weighted average shares outstanding for basic earnings per share			53,621,890				55,436,924
Stock options and restricted stock			86,214				79,848
Total — For diluted shares			53,708,104				55,516,772

The Company excludes stock options that have an antidilutive effect from its calculation of weighted average shares outstanding assuming dilution. At October 31, 2010 and 2009, the Company had stock options outstanding of 909,000 and 239,000, respectively, which were excluded from this calculation.

5.

Comprehensive Income

		Three Months Ended				Three Months Ended
		October 31, 2010				October 31, 2009
Net Income		$	23,688			$	23,429
Foreign currency translation adjustment, net of tax			—				(81	)
Change in temporary impairment of investments, net of tax			132				(28	)
Comprehensive income		$	23,820			$	23,320

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 Canada, Keystone, Heartland (since its acquisition on September 16, 2010) and Komfort. The motorized recreation vehicle segment consists of product lines from the following operating companies that have been aggregated: Airstream and Thor Motor Coach (formerly Damon and Four Winds). The bus segment consists of the following operating companies that have been aggregated: Champion Bus, General Coach, ElDorado California, ElDorado Kansas, Goshen Coach and SJC (since its acquisition on March 1, 2010).

		Three Months Ended				Three Months Ended
		October 31, 2010				October 31, 2009
Net Sales:
Recreation vehicles:
Towables		$	422,449			$	342,136
Motorized			84,114				47,793
Total recreation vehicles			506,563				389,929
Buses			100,121				112,623
Total		$	606,684			$	502,552

		Three Months Ended				Three Months Ended
		October 31, 2010				October 31, 2009
Income (Loss) Before Income Taxes:
Recreation vehicles:
Towables		$	33,100			$	31,540
Motorized			1,004				102
Total recreation vehicles			34,104				31,642
Buses			9,419				8,380
Corporate			(9,737	)			(2,769	)
Total		$	33,786			$	37,253
		October 31, 2010				July 31, 2010
Identifiable Assets:
Recreation vehicles:
Towables		$	664,585			$	413,112
Motorized			96,964				86,726
Total recreation vehicles			761,549				499,838
Buses			125,398				124,374
Corporate			209,171				339,861
Total		$	1,096,118			$	964,073

7.

Treasury Stock

In the second quarter of fiscal year 2010, the Company purchased 3,980,000 shares of the Company’s common stock at $29.00 per share and held them as treasury stock at a total cost of $115,420.

The shares were repurchased by the Company from the Estate of Wade F. B. Thompson (the “Estate”) in a private transaction. The late Wade F. B. Thompson was the Company’s former Chairman, President and Chief Executive Officer. The repurchase transaction was evaluated and approved by the members of Thor’s Board who are not affiliated with the Estate. At the time of the repurchase, the shares represented 7.2% of Thor’s common stock outstanding. The Company used available cash to purchase the shares.

8.

Investments and Fair Value Measurements

ASC-820-10, “Fair Value Measurements and Disclosures”, defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles and enhances disclosures about fair value measurements. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (i.e., an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value, which are the following:

Level 1 — Quoted prices in active markets for identical assets or liabilities.

Level 2 — Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The following table represents the Company’s fair value hierarchy for its financial assets (cash and cash equivalents and investments) measured at fair value on a recurring basis as of October 31, 2010 and July 31, 2010:

		October 31, 2010								July 31, 2010
		Cash and Cash				Auction Rate				Cash and Cash				Auction Rate
		Equivalents				Securities				Equivalents				Securities
Levels of Input:
Level 1		$	141,747			$	—			$	247,751			$	—
Level 2			—				—				—				—
Level 3			—				3,390				—				5,327
		$	141,747			$	3,390			$	247,751			$	5,327

The Company’s cash equivalents are comprised of money market funds traded in an active market with no restrictions.

In addition to the above investments, the Company holds non-qualified retirement plan assets of $7,833 at October 31, 2010 ($7,499 at July 31, 2010). These assets, which are held for the benefit of certain employees of the Company, represent Level 1 investments primarily in mutual funds which are valued using observable market prices in active markets. They are included in other assets on the Condensed Consolidated Balance Sheets.

Level 3 assets consist of bonds with an auction reset feature (“auction rate securities” or “ARS”) whose underlying assets are primarily student loans which are substantially backed by the federal government. Auction rate securities are long-term floating rate bonds tied to short-term interest rates. After the initial issuance of the securities, the interest rate on the securities is reset periodically, at intervals established at the time of issuance based on market demand for a reset period. Auction rate securities are bought and sold in the marketplace through a competitive bidding process often referred to as a “Dutch auction.” If there is insufficient interest in the securities at the time of an auction, the auction may not be completed and the rates may be reset to pre-determined “penalty” or “maximum” rates based on mathematical formulas in accordance with each security’s prospectus.

The following table provides a reconciliation of the beginning and ending balances for the assets measured at fair value using significant unobservable inputs (Level 3 financial assets):

		Fair Value Measurements at
		Reporting Date Using
		Significant Unobservable Inputs
		(Level 3)
Balances at August 1, 2010		$	5,327
Net change in other comprehensive income			213
Net loss included in earnings			—
Purchases			—
Sales/Maturities			(2,150	)
Balances at October 31, 2010		$	3,390

Auction Rate Securities

At October 31, 2010, the Company held $3,700 (par value) of long-term investments comprised of tax-exempt ARS, which are variable-rate debt securities and have a long-term maturity with the interest being reset through Dutch auctions that are typically held every 7, 28 or 35 days. The securities have historically traded at par and are callable at par at the option of the issuer. Interest is typically paid at the end of each auction period or semi-annually. At October 31, 2010, the majority of the ARS we held were AAA rated or equivalent, and none were below AA rated or equivalent, with most collateralized by student loans substantially backed by the U.S. Federal government.

Since February 12, 2008, most auctions have failed for these securities and there is no assurance that future auctions on the ARS in our investment portfolio will succeed and, as a result, our ability to liquidate our investment and fully recover the par value of our investment in the near term may be limited or not exist. An auction failure means that the parties wishing to sell securities could not.

At October 31, 2010, there was insufficient observable ARS market information available to determine the fair value of our ARS investments. Therefore, management, assisted by Houlihan, Smith & Company, Inc., an independent consultant, determined an estimated fair value. In determining the estimate, consideration was given to credit quality, final stated maturities, estimates on the probability of the issue being called prior to final maturity, impact due to extended periods of maximum auction rates and broker quotes. Based on this analysis, we recognized a total

temporary impairment of $310 ($192 total net of tax in other comprehensive income which is in the equity section of the balance sheet) as of October 31, 2010 related to our long-term ARS investments of $3,700 (par value).

We have no reason to believe that any of the underlying issuers of our ARS are presently at risk of default. Through October 31, 2010, we have continued to receive interest payments on the ARS in accordance with their terms. We believe we will be able to liquidate our investments without significant loss primarily due to the government guarantee of the underlying securities; however, it could take until the final maturity of the underlying notes (up to 30 years) to realize our investments’ par value.

Although there is uncertainty with regard to the short-term liquidity of these securities, the Company continues to believe that the carrying amount represents the fair value of these marketable securities because of the overall quality of the underlying investments and the anticipated future market for such investments.

In addition, the Company has the intent and ability to hold these securities until the earlier of: the market for ARS stabilizes, the issuer refinances the underlying security, a buyer is found outside of the auction process at acceptable terms, or the underlying securities have matured.

9.

Goodwill and Other Intangible Assets

The components of amortizable intangible assets are as follows:

		October 31, 2010								July 31, 2010
						Accumulated								Accumulated
		Cost				Amortization				Cost				Amortization
Dealer networks		$	72,230			$	947			$	5,230			$	156
Non-compete agreements			6,851				2,489				2,721				2,315
Heartland trademarks			25,200				126				—				—
Technology and other intangibles			22,260				1,006				270				22
Total amortizable intangible assets		$	126,541			$	4,568			$	8,221			$	2,493

Non-compete agreements, finite lived trademarks, technology and other intangibles are amortized on a straight-line basis. Dealer networks are generally amortized on an accelerated cash flow basis. The weighted average remaining amortization period at October 31, 2010 is 14.73 years. The increase in amortizable intangibles since July 31, 2010 is related to the acquisition of Heartland, which is more fully described in Note 2.

Estimated Amortization Expense:

For the fiscal year ending July 2011		$	9,942
For the fiscal year ending July 2012		$	10,682
For the fiscal year ending July 2013		$	10,490
For the fiscal year ending July 2014		$	10,222
For the fiscal year ending July 2015 and thereafter		$	82,712

Goodwill and indefinite-lived intangible assets are reviewed for impairment by applying a fair-value based test on an annual basis, or more frequently if circumstances indicate a potential impairment. During the first quarter of fiscal 2011, management decided to combine our Damon and Four Winds motorized operations to form Thor Motor Coach to optimize operations and garner cost efficiencies. As a result, the trademarks associated with one of the former operating companies will be discontinued and was written off.

Goodwill and indefinite-lived intangible assets are not subject to amortization.

The change in carrying value in goodwill and indefinite-lived trademarks from July 31, 2010 to October 31, 2010 is as follows:

		Goodwill				Trademarks
Balance at July 31, 2010		$	150,901			$	14,936
Impairment of trademark in motorized reportable segment			—				(2,036	)
Heartland acquisition in towables reportable segment			94,865				—
Balance at October 31, 2010		$	245,766			$	12,900

Goodwill and trademarks by reportable segment are as follows:

		October 31, 2010								July 31, 2010
		Goodwill				Trademarks				Goodwill				Trademarks
Recreation Vehicles
Towables		$	238,660			$	34,811			$	143,795			$	9,737
Motorized			—				—				—				2,036
Buses			7,106				3,163				7,106				3,163
Total		$	245,766			$	37,974			$	150,901			$	14,936

10.

Product Warranties

The Company generally provides retail customers of its products with a one-year warranty covering defects in material or workmanship, with longer warranties of up to five years on certain structural components. The Company records a liability based on its best estimate of the amounts necessary to settle future and existing claims on products sold as of the balance sheet date. Factors used 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 the Company’s 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 Ended				Three Months Ended
		October 31, 2010				October 31, 2009
Beginning Balance		$	51,467			$	41,717
Provision			14,366				12,791
Payments			(13,538	)			(11,998	)
Acquisitions			10,179				—
Ending Balance		$	62,474			$	42,510

11.

Contingent Liabilities and Commitments

The Company is contingently liable under terms of repurchase agreements with certain financial institutions providing inventory financing for certain dealers of certain of its products. These arrangements, which are customary in the industry, provide for the repurchase of products sold to dealers in the event of default by the dealer. The repurchase price is generally determined by the original sales price of the product and pre-defined curtailment arrangements and the Company typically resells the repurchased product at a discount from its repurchase price. The risk of loss from these agreements is spread over numerous dealers. In addition to the guarantee under these repurchase agreements, the Company also provides limited guarantees to certain of its dealers, most of which are currently in the process of being wound down.

The Company’s principal commercial commitments under repurchase agreements and guarantees at October 31, 2010 are summarized in the following chart:

		Total Amount
Commitment		Committed				Terms of Commitments
Guarantee on dealer financing		$	2,935			Various
Standby repurchase obligation on dealer financing		$	708,282			Up to eighteen months

The repurchase agreement obligations generally extend up to eighteen months from the date of sale of the related product to the dealer. The repurchase and guarantee reserve balance as of October 31, 2010, which is included in other current liabilities on the Condensed Consolidated Balance Sheets, is $3,874 and includes the deferred estimated fair value of the implied guarantee under outstanding repurchase obligations and the estimated loss upon the eventual resale of expected repurchased product. These reserves do not include any amounts for direct guarantees as the Company does not currently expect any losses from such guarantees. The table below reflects losses incurred under repurchase agreements in the period noted. 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.

		Three Months Ended				Three Months Ended
		October 31, 2010				October 31, 2009
Cost of units repurchased		$	2,220			$	1,377
Realization of units resold			1,927				1,041
Losses due to repurchase		$	293			$	336

The Company obtains certain vehicle chassis from automobile manufacturers under converter pool agreements. These agreements generally provide that the manufacturer will supply chassis at the Company’s various production facilities under the terms and conditions set forth in the agreement. The manufacturer does not transfer the certificate of origin to the Company and, accordingly, the Company accounts for the chassis as consigned, unrecorded inventory. Upon being put into production, the Company becomes obligated to pay the manufacturer for the chassis. Chassis are typically converted and delivered to customers within 90 days of delivery. If the chassis is not converted within 90 days of delivery to the Company, the Company generally purchases the chassis and records the inventory. At October 31, 2010, chassis on hand accounted for as consigned, unrecorded inventory was approximately $25,146. In addition to this consigned inventory, at October 31, 2010, an additional $13,303 of chassis provided by customers were located at the Company’s production facilities pending further manufacturing. The Company never purchases these chassis and does not include their cost in its billings to the customer for the completed unit.

The Company has been subject to an SEC review regarding the facts and circumstances giving rise to the restatement of its 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 its financial statements as of and for the three months ended October 31, 2006 and related matters. The Company has cooperated fully with the SEC, including from time to time responding to SEC staff requests for additional information. 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 Company is currently discussing the terms of a possible settlement of this matter with the SEC staff. However, there can be no assurance that a settlement will be reached.

The Company has been named in approximately 800 complaints, some of which were originally styled as putative class actions (with respect to which class certification was ultimately denied) and some of which were filed by individual plaintiffs, filed against manufacturers of travel trailers and manufactured homes supplied to the Federal Emergency Management Agency (“FEMA”) for use as emergency living accommodations in the wake of Hurricanes

Katrina and Rita. The complaints have been transferred to the Eastern District of Louisiana by the federal panel on multidistrict litigation for consideration in a matter captioned In re FEMA Trailer Formaldehyde Products Liability Litigation, Case Number MDL 07-1873, United States District Court for the Eastern District of Louisiana. The complaints generally assert claims for damages (for health related problems, medical expenses, emotional distress and lost earnings) and for medical monitoring costs due to the presence of formaldehyde in the units. Some of the lawsuits also seek punitive and/or exemplary damages. Thus far, however, none of the lawsuits allege a specific amount of damages sought and instead make general allegations about the nature of the plaintiffs’ claims without placing a dollar figure on them. The Company strongly disputes the allegations in these complaints, and intends to vigorously defend itself in all such matters.

In addition, the Company is involved in certain litigation arising out of its operations in the normal course of its business, most of which are based upon state “lemon laws,” warranty claims, other claims and accidents (for which the Company carries insurance above a specified deductible amount). In this regard, the Company was a party to two companion lawsuits pending in Jefferson County, Texas which were brought against it and its affiliates, each of which arose from a March 29, 2006 crash of a bus manufactured by a subsidiary of the Company. At the mediation of the cases on June 15, 2010, a complete settlement of both cases was reached. Formal settlement agreements were executed by each of the plaintiffs in August 2010, and counsel for all plaintiffs and cross-claimants have signed Notices of Nonsuit which were filed with both courts. The Company was informed that an Order of Dismissal was signed and entered in each of the lawsuits, one on September 16, 2010 and the other on September 20, 2010, disposing of both lawsuits.

On June 25, 2010, the Company and certain of its officers and directors were sued in the United States District Court for the Southern District of Ohio — Dayton Division by Teamsters Allied Benefit Funds, individually and purportedly on behalf of a class of all those who purchased or acquired Thor common stock between November 30, 2009 to June 10, 2010. The complaint alleged violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, alleging that the Company’s SEC filings and press releases were false and misleading due to, among other things, the Company’s June 10, 2010 announcement that its financial statements might need to be restated. The Company has since announced that a restatement is not necessary. The Company believed the lawsuit was without merit, and the plaintiff agreed to voluntarily dismiss the lawsuit without prejudice on September 7, 2010.

While it is impossible to estimate with certainty the ultimate legal and financial liability with respect to the litigation arising out of the Company’s operations in the normal course of business, including the pending litigation described above, the Company believes that while the final resolution of any such litigation may have an impact on its consolidated results for a particular reporting period, the ultimate disposition of such litigation will not have any material adverse effect on its financial position, results of operations or liquidity.

12.

Provision for Income Taxes

The Company accounts for income taxes under the provisions of ASC 740, “Income Taxes". The objectives of accounting for income taxes are to recognize the amount of taxes payable or refundable for the current period 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.

It is the Company’s policy to recognize interest and penalties accrued relative to unrecognized tax benefits in income tax expense. For the three month period ended October 31, 2010, the Company released approximately $4,500 of gross uncertain tax benefit reserve and related interest and penalties recorded at July 31, 2010 related to the effective settlement of certain uncertain tax benefits, which resulted in a net income tax benefit of approximately $3,300. The Company accrued $300 in interest and penalties related to the remaining uncertain tax benefits recorded at July 31, 2010. Additionally, the Company recorded $1,560 of uncertain tax benefit reserves and related interest and penalty reserves of Heartland upon its acquisition on September 16, 2010.

The Company and its corporate subsidiaries file a consolidated U. S. federal income tax return, multiple U.S. state income tax returns and multiple Canadian income tax returns. The Company has been audited for U.S. federal purposes through fiscal 2007. Periodically, various state and local jurisdictions conduct audits and therefore a variety of other years are subject to state and local review. The Company is currently being audited by the State of California for the tax years ended July 31, 2007 and July 31, 2008. The Company has reserved for this exposure in its liability for unrecognized tax benefits.

The Company anticipates a decrease of approximately $3,400 in unrecognized tax benefits, and $700 in accrued interest and penalties related to these unrecognized tax benefits, within the next 12 months from (1) expected settlements or payments of uncertain tax positions, and (2) lapses of the applicable statutes of limitations. Actual results may differ materially from this estimate.

13.		Retained Earnings
		The components of changes in retained earnings are as follows:

Balance as of July 31, 2010		$	745,204
Net Income			23,688
Dividends Paid			(5,578	)
Balance as of October 31, 2010		$	763,314

14.

Loan Transactions and Related Notes Receivable

On January 15, 2009, the Company entered into a Credit Agreement (the “First Credit Agreement”) with Stephen Adams, in his individual capacity, and Stephen Adams and his successors, as trustee under the Stephen Adams Living Trust (the “Trust” and together with each of the foregoing persons, the “Borrowers”), pursuant to which the Company loaned $10,000 to the Borrowers (the “First Loan”). The Borrowers own, directly or indirectly, a controlling interest in FreedomRoads Holding Company, LLC (“FreedomRoads Holding”), the parent company of FreedomRoads, LLC (“FreedomRoads”), the Company’s largest dealer. Pursuant to the terms of the First Credit Agreement, the Borrowers agreed to use the proceeds of the First Loan solely to make an equity contribution to FreedomRoads Holding to enable FreedomRoads Holding or its subsidiaries to repay its principal obligations under floor plan financing arrangements with third parties in respect of products of the Company and its subsidiaries.

The principal amount of the First Loan is payable in full on January 15, 2014 and bears interest at a rate of 12% per annum. Interest is payable in kind for the first year and is payable in cash on a monthly basis thereafter, and all interest payments due to date have been paid in full.

On January 30, 2009, the Company entered into a Second Credit Agreement (the “Second Credit Agreement”) with the Borrowers pursuant to which the Company loaned an additional $10,000 to the Borrowers (the “Second Loan”). Pursuant to the terms of the Second Credit Agreement, the Borrowers agreed to use the proceeds of the Second Loan solely to make an equity contribution to FreedomRoads Holding to be used by FreedomRoads Holding or its subsidiaries to purchase the Company’s products.

The maturity date of the Second Loan is June 30, 2012. Principal is payable in semi-annual installments of $1,000 each commencing on June 30, 2010, with a final payment of $6,000 on June 30, 2012. Interest on the principal amount of the Second Loan is payable in cash on a quarterly basis at a rate of 12% per annum. All payments of principal and interest due to date have been paid in full.

On December 22, 2009, the Company entered into a Credit Agreement (the “Third Credit Agreement”) with Marcus Lemonis, Stephen Adams, in his individual capacity, and Stephen Adams and his successors, as trustee under the Trust (each of the foregoing persons, on a joint and several basis, the “Third Loan Borrowers”), pursuant to which the Company loaned $10,000 to the Third Loan Borrowers (the “Third Loan”). The Third Loan Borrowers own,

directly or indirectly, a controlling interest in FreedomRoads Holding, the indirect parent company of FreedomRoads. Pursuant to the terms of the Third Credit Agreement, the Third Loan Borrowers agreed to use the proceeds of the Third Loan solely to provide a loan to one of FreedomRoads Holding’s subsidiaries which would ultimately be contributed as equity to FreedomRoads to be used for working capital purposes.

The maturity date of the Third Loan is December 22, 2014. The principal amount of the Third Loan is payable on the following dates in the following amounts: December 31, 2011 — $500; December 31, 2012 — $1,000; December 31, 2013 — $1,100; and December 22, 2014 — $7,400. The principal amount of the Third Loan bears interest at a rate of 12% per annum. Interest is payable, at the option of the Third Loan Borrowers, either in cash or in kind at each calendar quarter end from March 31, 2010 through September 30, 2011, and thereafter in cash quarterly in arrears from December 31, 2011 through the maturity date. The Third Loan Borrowers opted to pay the interest due at March 31, 2010, June 30, 2010 and September 30, 2010 in kind and it was capitalized as part of the long-term note receivable.

The First Credit Agreement, the Second Credit Agreement and the Third Credit Agreement each contain customary representations and warranties, affirmative and negative covenants, events of default and acceleration provisions for loans of this type.

In connection with the First Loan, the Borrowers caused FreedomRoads Holding and its subsidiaries (collectively, the “FR Dealers”), to enter into an agreement pursuant to which the FR Dealers agreed to purchase additional recreation vehicles from the Company and its subsidiaries. The term of this agreement, as subsequently amended in connection with the Second Loan and the Third Loan, continues until December 22, 2029 unless earlier terminated in accordance with its terms.

15.

Concentration of Risk

One dealer, FreedomRoads, accounted for 17% of the Company’s consolidated recreation vehicle net sales for the three months ended October 31, 2010 and 14% of its consolidated net sales for the three months ended October 31, 2010. The loss of this dealer could have a significant effect on the Company’s business.

16.

Fire at Bus Production Facility

On February 14, 2010, a fire occurred at the northern production facility (the “Facility”) at the Company’s manufacturing site located near Imlay City, Michigan. The Facility is one of the Company’s principal manufacturing locations for its Champion and General Coach America bus lines. The fire resulted in the destruction of a significant portion of the work in process, raw materials and equipment contained in the Facility. There were no reported injuries and the origin of the fire is undetermined. The southern production plant, paint facility and other buildings at the site were not affected by the fire and remained intact. Shortly after the fire, the Company resumed limited production activities for its Champion and General Coach America buses in the southern manufacturing facility, and the Company addressed equipment and staffing reallocation. Many employees continued to work out of the southern manufacturing facility and an office building on this site on a temporary basis.

The Company maintains a property and business interruption insurance policy that it believes will provide substantial coverage for the currently foreseeable losses arising from this incident, less up to the first $5,000 representing the Company’s deductible per the policy.

During the three months ended October 31, 2010, the Company received $5,384 of insurance proceeds which included $2,323 for business interruption. Recognized insurance recoveries for the three months ended October 31, 2010 include the $5,384 of insurance proceeds along with $70 of previously unrecognized insurance recoveries. For the three months ended October 31, 2010, a gain on involuntary conversion of $4,802 was reported in the Company’s Statement of Condensed Consolidated Operations as follows:

Gain on Involuntary Conversion:

						Three Months Ended				Cumulative Total
		FY 2010				October 31, 2010				Since Fire
Insurance recoveries recognized		$	18,079			$	5,454			$	23,533
Deductible			(5,000	)			—				(5,000	)
Work in process and raw material destroyed			(4,305	)			—				(4,305	)
Property and equipment destroyed			(578	)			(165	)			(743	)
Clean up and other costs			(603	)			(487	)			(1,090	)
Gain on Involuntary Conversion		$	7,593			$	4,802			$	12,395

The costs incurred to date of reconstructing the Facility and replacing inventory have been accounted for in the normal course of business. The costs incurred as of October 31, 2010 to reconstruct the Facility totaled $5,807. The Facility was substantially completed and operational as of September 28, 2010. The replacement cost of the property and equipment has substantially exceeded the previous carrying costs and the lost profits covered under business interruption and future clean-up and related costs are being reimbursed under the policy. However, an accurate estimate of the remaining potential gain resulting from the involuntary conversion cannot be made at this time.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Unless otherwise indicated, all amounts presented in thousands of dollars except unit, share and per share data.

Executive Overview

We were founded in 1980 and have grown to be the largest manufacturer of Recreation Vehicles (“RVs”) and a major manufacturer of commercial buses in North America. Our market share in the travel trailer and fifth wheel segment of the industry (towables) is approximately 40% including Heartland. In the motorized segment of the industry we have a market share of approximately 18%. Our market share in small and mid-size buses is approximately 36%. We also manufacture and sell 40-foot buses at our facility in Southern California.

On September 16, 2010, we acquired 100% of Towable Holdings, Inc., parent company of Heartland Recreational Vehicles, LLC (“Heartland”), pursuant to a stock purchase agreement for $99,562 in cash, subject to adjustment, and 4,300,000 shares of our common stock. Heartland is located in Elkhart, Indiana and is a major manufacturer of towable recreation vehicles. Under our ownership, Heartland will continue as an independent operation, in the same manner as our existing recreation vehicle and bus companies, and its operations will be included in our towable segment.

The acquisition of Heartland is expected to be accretive to our earnings, based upon Heartland’s recent and historical performances. From its founding in 2003, Heartland has become the third largest manufacturer of fifth wheels and the sixth largest manufacturer of travel trailers in the United States based upon Statistical Surveys retail market data as of June, 2010. Heartland has been the fastest growing RV manufacturer in recent years, and its sales over the last 12 months exceeded $400,000. Its brands include Bighorn, Sundance, Cyclone, North Country, and North Trail, sold through a nationwide network of dealers. See Note 2 to our condensed consolidated financial statements included elsewhere in this report for additional information on the acquisition.

Our growth has been internal and by acquisition. Our strategy has been to increase our profitability in North America in the RV 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. Capital expenditures of approximately $16,500 for the three months ended October 31, 2010 were made primarily for building and building improvements and to replace machinery and equipment used in the ordinary course of business. These capital expenditures include $4,300 for the construction of the new Champion bus plant, $4,100 for the purchase of recreation vehicle plants which were previously leased and $4,800 for the expansion of our recreation vehicle operations.

Our business model includes decentralized operating units and we compensate operating management primarily with cash based upon the profitability of the business unit which they manage. Our corporate staff provides financial management, purchasing, insurance, legal and human resource, 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 generally do not finance dealers directly but do provide repurchase agreements to assist the dealers in obtaining floor plan financing.

On February 14, 2010, a fire resulted in the total loss of our 92,000 square foot Champion/General Coach America (GCA) north bus production facility. We reacted immediately and consolidated production into our 92,000 square foot south facility, which was unaffected by the fire, and leased a 59,000 square foot facility on a monthly

basis. We resumed production on February 25, 2010 and no significant orders were lost due to the fire. A new Champion/GCA plant was built and it was substantially completed and operational as of September 28, 2010.

Trends and Business Outlook

Industry conditions in the RV market have improved dramatically through 2010, with RV wholesale shipments up 59.4% through September 2010, according to the Recreation Vehicle Industry Association. This large increase in shipments has been attributable to two forces in the market: RV dealers’ restocking of depleted lot inventories and improving retail sales to consumers. We measure our recreation vehicle dealers’ inventory on a daily basis and believe dealer restocking was largely completed as of mid-summer, 2010. As of October 31, 2010, our RV dealers had 35,457 of our RV units in inventory, down 36% from recent peak inventory of 55,300 units in March of 2008. With our substantial increases in retail market share, this level of dealer inventory is at appropriate levels for seasonal consumer demand. Also, wholesale RV shipments in the month of September, 2010 were down compared with September 2009, following thirteen consecutive monthly increases compared to the prior year. Thor’s RV backlog as of October 31, 2010 was down 19% to approximately $254,000 from $315,000 as of October 31, 2009. The reduction in backlog reinforces our belief that dealers have completed their restocking needs. Given our belief that dealer restocking has largely been completed and inventory levels are appropriate, we believe that RV industry wholesale shipments may be lower for a few months going forward.

Given that dealer restocking appears to be largely completed, we believe that retail demand is the key to continued improvement in the RV industry. For the period of January through September, 2010 RV industry retail sales in the United States were up 5.5%, according to Statistical Surveys, Inc. Retail sales of travel trailers and fifth wheels, our most popular products, were up 8.9% in the year-to-date period, while Class C motorhomes were up 4.3% and higher-priced Class A motorhomes were down 4.7%. The Canadian retail RV market has performed even better than the retail RV market in the United States, with year-to-date 2010 retail sales up 23.1% through September 2010, according to Statistical Surveys, Inc.

If consumer confidence and retail and wholesale credit availability continue to improve, interest rates remain low and fuel prices remain stable, we expect to see continued improvement in sales and expect to benefit from our ability to ramp up production in an industry with fewer manufacturing facilities than before, due to competitor failures or plant consolidations. However, this outlook is tempered by continuing poor employment and income growth as well as credit constraints, which could slow the pace of RV sales. A longer-term positive outlook for the recreation vehicle segment is supported by favorable demographics as baby boomers reach the age brackets that historically have accounted for the bulk of retail RV sales, and an increase in interest in the RV lifestyle among both older and younger segments of the population.

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. We are starting to witness increases in the cost of our raw materials. Steel, aluminum, and thermoplastic prices have increased and there continues to be upward price pressure on several of our other raw materials. Future increases in raw material costs would impact our profit margins negatively if we were unable to raise prices for our products by corresponding amounts. Historically, we have been able to pass along those price increases to consumers.

Government entities are the primary users of our buses. Demand in this segment is subject to fluctuations in government spending on transit. In addition, hotel, rental car and parking lot operators are also major users of our small and mid-sized buses and therefore travel is an important indicator for this market. The majority of our buses have a 5-year useful life and are being continuously replaced by operators. According to the Mid Size Bus Manufacturers Association (“MSBMA”), unit sales of small and mid-sized buses increased 1.4% for the nine months ended September 30, 2010 compared with the same period in 2009. Federal stimulus funds helped the transit industry in the recent economic downturn, however that funding has now expired and that is creating a negative

effect on demand for our bus products. Municipal budgets have been reduced and transit agencies’ operating costs have increased. As a result, we have experienced a softening of order input at some of our bus operations and we have reduced staffing levels in certain locations. As of October 31, 2010, buses reportable segment backlog is down by approximately 25% to $212,000 from $284,000 as of October 31, 2009. Longer term, we expect positive trends in our bus segment, which we believe will be supported by increased federal funding for transit, the replacement cycle for buses among public and private bus customers, and the introduction of new bus products.

We do not expect the current condition of the U.S. auto industry to have a significant impact on our supply of chassis. Supply of chassis is adequate for now and we believe that available inventory would compensate for changes in supply schedules if they occur. To date, we have not noticed any unusual cost increases from our chassis suppliers. If the condition of the U.S. auto industry significantly worsens, this could result in supply interruptions and a decrease in our sales and earnings while we obtain replacement chassis from other sources.

Three Months Ended October 31, 2010 vs.

     Three Months Ended October 31, 2009

		Three Months Ended								Three Months Ended								Change
		October 31, 2010								October 31, 2009								Amount				%
# OF UNITS:
Recreation Vehicles
Towables			18,211								15,801								2,410				15.3
Motorized			1,085								606								479				79.0
Total Recreation Vehicles			19,296								16,407								2,889				17.6
Buses			1,415								1,590								(175	)			(11.0	)
Total			20,711								17,997								2,714				15.1
NET SALES:
Recreation Vehicles
Towables		$	422,449							$	342,136							$	80,313				23.5
Motorized			84,114								47,793								36,321				76.0
Total Recreation Vehicles			506,563								389,929								116,634				29.9
Buses			100,121								112,623								(12,502	)			(11.1	)
Total		$	606,684							$	502,552							$	104,132				20.7
						% of								% of
						Segment								Segment				Change
						Net Sales								Net Sales				Amount				%
GROSS PROFIT:
Recreation Vehicles
Towables		$	57,869				13.7			$	52,845				15.4			$	5,024				9.5
Motorized			8,075				9.6				3,491				7.3				4,584				131.3
Total Recreation Vehicles			65,944				13.0				56,336				14.4				9,608				17.1
Buses			10,634				10.6				13,435				11.9				(2,801	)			(20.8	)
Total		$	76,578				12.6			$	69,771				13.9			$	6,807				9.8
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:
Recreation Vehicles
Towables		$	22,986				5.4			$	21,298				6.2			$	1,688				7.9
Motorized			5,032				6.0				3,378				7.1				1,654				49.0
Total Recreation Vehicles			28,018				5.5				24,676				6.3				3,342				13.5
Buses			5,196				5.2				4,956				4.4				240				4.8
Corporate			11,677				—				5,135				—				6,542				127.4
Total		$	44,891				7.4			$	34,767				6.9			$	10,124				29.1
INCOME (LOSS) BEFORE INCOME TAXES:
Recreation Vehicles
Towables		$	33,100				7.8			$	31,540				9.2			$	1,560				4.9
Motorized			1,004				1.2				102				0.2				902				884.3
Total Recreation Vehicles			34,104				6.7				31,642				8.1				2,462				7.8
Buses			9,419				9.4				8,380				7.4				1,039				12.4
Corporate			(9,737	)			—				(2,769	)			—				(6,968	)			(251.6	)
Total		$	33,786				5.6			$	37,253				7.4			$	(3,467	)			(9.3	)

ORDER BACKLOG:

		As of				As of				Change
		October 31, 2010				October 31, 2009				Amount				%
Recreation Vehicles
Towables		$	181,423			$	266,500			$	(85,077	)			(31.9	)
Motorized			72,775				48,554				24,221				49.9
Total Recreation Vehicles			254,198				315,054				(60,856	)			(19.3	)
Buses			212,602				283,947				(71,345	)			(25.1	)
Total		$	466,800			$	599,001			$	(132,201	)			(22.1	)

CONSOLIDATED

Consolidated net sales and consolidated gross profit for the three months ended October 31, 2010 increased $104,132 or 20.7% and $6,807 or 9.8%, respectively, compared to the three months ended October 31, 2009. Recently acquired Heartland accounted for $50,119 of the $104,132 increase in consolidated net sales. Consolidated gross profit was 12.6% of consolidated net sales for the three months ended October 31, 2010 compared to 13.9% of consolidated net sales for the three months ended October 31, 2009. This 1.3% decrease in gross profit percentage was driven primarily by increased discounting within the recreation vehicle segments in the current period, as dealer inventories have been restocked to appropriate levels, and as a result dealer and competitor pressures have necessitated greater discounting to secure sales. Selling, general and administrative expenses for the three months ended October 31, 2010 increased 29.1% compared to the three months ended October 31, 2009. Income before income taxes for the three months ended October 31, 2010 was $33,786 as compared to the three months ended October 31, 2009 of $37,253, a decrease of 9.3%. The specifics on changes in net sales, gross profit, selling, general and administrative expenses and income before income taxes are addressed in the segment reporting below.

Corporate costs included in selling, general and administrative expenses increased $6,542 to $11,677 for the three months ended October 31, 2010 compared to $5,135 for the three months ended October 31, 2009. The increase is primarily attributable to legal and professional fees in connection with the Heartland acquisition and the on-going SEC review totaling $3,503. Additionally, salary and bonus costs increased $482, stock option compensation expense increased $647, deferred compensation plan expense increased $509 and group insurance expense increased $202. The remainder of the increase is primarily due to increased on-going professional fees.

Corporate interest income and other income was $1,940 for the three months ended October 31, 2010 compared to $2,366 for the three months ended October 31, 2009. The decrease of $426 is primarily due to a decrease in interest income due to lower invested balances and lower interest rates.

The overall effective income tax rate was 29.9% for the three months ended October 31, 2010 compared with 37.1% for the three months ended October 31, 2009. The primary reason for the difference in the overall effective income tax rate is the effective favorable settlement of certain state uncertain tax benefits for the three months ended October 31, 2010 as compared to the three months ended October 31, 2009.

Segment Reporting

TOWABLE RECREATION VEHICLES

Analysis of change in net sales for the three months ended October 31, 2010 vs. the three months ended October 31, 2009:

		Three Months				% of				Three Months				% of
		Ended				Segment				Ended				Segment				Change				%
		October 31, 2010				Net Sales				October 31, 2009				Net Sales				Amount				Change
NET SALES:
Towables
Travel Trailers		$	196,349				46.5			$	175,633				51.3			$	20,716				11.8
Fifth Wheels			220,881				52.3				158,271				46.3				62,610				39.6
Other			5,219				1.2				8,232				2.4				(3,013	)			(36.6	)
Total Towables		$	422,449				100.0			$	342,136				100.0			$	80,313				23.5
		Three Months				% of				Three Months				% of
		Ended				Segment				Ended				Segment				Change				%
		October 31, 2010				Shipments				October 31, 2009				Shipments				Amount				Change
# OF UNITS:
Towables
Travel Trailers			11,106				61.0				10,305				65.2				801				7.8
Fifth Wheels			6,924				38.0				5,258				33.3				1,666				31.7
Other			181				1.0				238				1.5				(57	)			(23.9	)
Total Towables			18,211				100.0				15,801				100.0				2,410				15.3

Impact Of Change In Price On Net Sales:

		%
		Increase /(Decrease)
Towables
Travel Trailers			4.0	%
Fifth Wheels			7.9	%
Other			(12.7	)%
Total Towables			8.2	%

The increase in towables net sales of 23.5% resulted from a 15.3% increase in unit shipments and an 8.2% increase in the impact of the change in the net price per unit. Recently acquired Heartland accounted for $50,119 of the $80,313 increase in total towables net sales and for 1,789 of the 2,410 increase in total towables unit sales.

As the industry continues to stabilize, current customer preference in the fifth wheel and travel trailer markets is trending toward higher priced units with additional features and upgrades compared to a year ago. This trend was partially offset by increased discounting, which effectively reduces the net sales price per unit. The “other” market relates primarily to the park model industry, which has not recovered from the depressed market conditions of the past few years. As a result, more lower priced units are being sold and at greater discounts than last year, resulting in the 12.7% reduction in net price per unit.

The overall industry increase in wholesale unit shipments of towables for August and September 2010 compared to the same period last year was 5.6% according to statistics published by the Recreation Vehicle Industry Association.

Cost of products sold increased $75,289 to $364,580 or 86.3% of towables net sales for the three months ended October 31, 2010 compared to $289,291 or 84.6% of towable net sales for the three months ended October 31, 2009. The change in material, labor, freight-out and warranty comprised $71,736 of the $75,289 increase in cost of products sold due to increased sales volume. Material, labor, freight-out and warranty as a percentage of towable net sales was 80.5% for the three months ended October 31, 2010 and 78.5% for the three months ended October 31, 2009. This increase as a

percentage of towable net sales is due to an increase in discounting, which effectively decreases net sales per unit and therefore increases the material cost percentage to net sales. Total manufacturing overhead as a percentage of towable net sales decreased from 6.1% to 5.8% due to the increase in production resulting in increased absorption of fixed overhead costs.

Towable gross profit increased $5,024 to $57,869 or 13.7% of towable net sales for the three months ended October 31, 2010 compared to $52,845 or 15.4% of towable net sales for the three months ended October 31, 2009. The increase was due to the combination of increased sales, partially offset by increased discounts from unit list prices and increased wholesale and retail incentives provided to customers, and changes in cost of products sold as discussed above.

Selling, general and administrative expenses were $22,986 or 5.4% of towable net sales for the three months ended October 31, 2010 compared to $21,298 or 6.2% of towable net sales for the three months ended October 31, 2009. The primary reason for the $1,688 increase in selling, general and administrative expenses was increased towable net sales which caused commissions, bonuses, and other compensation to increase by $1,051. Sales related travel, advertising, and promotional costs also increased $982 in correlation with the increase in sales. These cost increases were partially offset by reductions in legal settlement costs and vehicle repurchase losses totaling $649.

Towable income before income taxes decreased to 7.8% of towable net sales for the three months ended October 31, 2010 from 9.2% of towable net sales for the three months ended October 31, 2009. The primary factor for this decrease in percentage was the increased discounting noted above.

MOTORIZED RECREATION VEHICLES

Analysis of change in net sales for the three months ended October 31, 2010 vs. the three months ended October 31, 2009:

		Three Months				% of				Three Months				% of
		Ended				Segment				Ended				Segment				Change				%
		October 31, 2010				Net Sales				October 31, 2009				Net Sales				Amount				Change
NET SALES:
Motorized
Class A		$	58,152				69.1			$	29,983				62.8			$	28,169				93.9
Class C			21,960				26.1				13,731				28.7				8,229				59.9
Class B			4,002				4.8				4,079				8.5				(77	)			(1.9	)
Total Motorized		$	84,114				100.0			$	47,793				100.0			$	36,321				76.0

		Three Months				% of				Three Months				% of
		Ended				Segment				Ended				Segment				Change				%
		October 31, 2010				Shipments				October 31, 2009				Shipments				Amount				Change
# OF UNITS:
Motorized
Class A			635				58.5				313				51.7				322				102.9
Class C			405				37.3				241				39.8				164				68.0
Class B			45				4.2				52				8.5				(7	)			(13.5	)
Total Motorized			1,085				100.0				606				100.0				479				79.0