TABLE OF CONTENTS
Explanatory Note
(All amounts presented in thousands)
In this Form 10-Q for the quarter ended April 30, 2007, Thor Industries, Inc. (“we” or the “Company”) is restating its condensed consolidated financial statements for the three and nine months ended April 30, 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 nine months ended April 30, 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 $3,902, or $2,470 in net income, for the three months ended April 30, 2006 and a reduction to income before income taxes of $10,160, or $6,431 in net income, for the nine months ended April 30, 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, our Quarterly Report on Form 10-Q for the quarter ended January 31, 2007 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.
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
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 $3,902, or $2,470 in net income, for the three months ended April 30, 2006 and a reduction to income before income taxes of $10,160, or $6,431 in net income, for the nine months ended April 30, 2006. The restated financial statements as of July 31, 2006 and 2005, and for each of the years in the
12
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 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
CONSOLIDATED
Net sales and gross profit for the three months ended April 30, 2007 were down 7.9% and 17.0%, respectively, compared to the three months ended April 30, 2006. We estimate that in the three months ended April 30, 2006 approximately $8,581, or 1.4%, 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 April 30, 2007 increased 3% compared to the three months ended April 30, 2006. Income before income taxes for the three months ended April 30, 2007 was down 29.2% compared to the three months ended April 30, 2006. 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 were $9,729 for the three months ended April 30, 2007 compared to $4,237 for the three months ended April 30, 2006. This $5,492 increase is primarily the result of costs associated with the investigation regarding certain accounting issues at our Dutchmen Manufacturing, Inc. operating subsidiary and the restatement of our financial statements as discussed above. Corporate interest income and other income was $2,858 for the three months ended April 30, 2007 compared to $2,677 for the three months ended April 30, 2006.
The overall effective tax rate for the three months ended April 30, 2007 was 34.1% compared to 36.2% for the three months ended April 30, 2006. The primary reason for this reduction was that we recorded a $2,000 tax benefit from the reversal of certain state tax reserves due to statute expiration during the three months ended April 30, 2007.
Segment Reporting
RECREATION VEHICLES
Analysis of Percentage Change in Net Sales Versus Prior Year
| | | | | | | | | | | | | |
| | | Average Price | | | | |
| | | Per Unit | | Units | | Net Change |
| Recreation Vehicles | | | | | | | | | | | | |
| Towables | | | 7.9 | % | | | (22.7 | )% | | | (14.8 | )% |
| Motorized | | | .5 | % | | | (1.7 | )% | | | (1.2 | )% |
TOWABLE RECREATION VEHICLES
The decrease in towables net sales of 14.8% resulted primarily from reduced unit sales. We estimate that in the three months ended April 30, 2006 approximately $8,581, or 1.4%, 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. Excluding the effect of hurricane relief units, towables net sales for the three months ended April 30, 2007 decreased 13.6% compared to the prior year period. The overall industry unit decrease in towables for February and March of 2007 was 14.8% 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 14.7% of net sales for the three months ended April 30, 2007 from 16.6% of net sales for the three months ended April 30, 2006. The primary factor for the decrease in gross profit was the 14.8% decrease in net sales. Towable discounts and allowances increased by $129 in the three months ended April 30, 2007 compared to the three months ended April 30, 2006. Selling, general and administrative expenses were 5.6% of net sales for the three months ended April 30, 2007 and 5.5% of net sales for the three months ended April 30, 2006.
15
Towables income before income taxes decreased to 9.2% of net sales for the three months ended April 30, 2007 from 11.1% of net sales for the three months ended April 30, 2006. The primary factor for this decrease was the reduction in unit sales and corresponding margins.
MOTORIZED RECREATION VEHICLES
The decrease in motorized net sales of 1.2% resulted primarily from a 1.7% decrease in unit shipments. The decrease in units sold of 1.7% compared to a flat market in motorhomes for February and March of 2007 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 10.3% of net sales for the three months ended April, 30 2007, from 9.8% of net sales for the three months ended April 30, 2006. The primary factor for the increase in gross profit percentage in 2007 was reduced discounts and allowances of $4,083 for the three months ended April 30, 2007 compared to the same period in 2006. Selling, general and administrative expenses were 5.7% of net sales for the three months ended April 30, 2007 and 5.0% of net sales for the three months ended April 30, 2006.
Motorized income before income taxes was 4.5% of net sales for the three months ended April 30, 2007 and 4.8% of net sales for the three months ended April 30, 2006.
BUSES
Analysis of Percentage Change in Net Sales Versus Prior Year
| | | | | | | | | | | | | |
| | | Average Price Per Unit | | Units | | Net Change |
| Buses | | | 10.0 | % | | | 20.8 | % | | | 30.8 | % |
The increase in buses net sales of 30.8% 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 product mix.
Buses gross profit percentage was 8.8% of net sales for the three months ended April 30, 2007 and 8.0% for the three months ended April 30, 2006. The primary reason for the increase in buses gross profit percentage was the increase in buses net sales. Selling, general and administrative expenses were 3.4% of net sales for the three months ended April 30, 2007 and 5.1% for the three months ended April 30, 2006. The reduction in selling, general and administrative expenses as a percentage of net sales is primarily due to increased sales volume in the three months ended April 30, 2007.
Buses income before income taxes increased to 5.1% of net sales for the three months ended April 30, 2007 from 2.5% for the three months ended April 30, 2006 due to increased sales volume.
Nine Months Ended April 30, 2007 vs.
Nine Months Ended April 30, 2006
| | | | | | | | | | | | | | | | | |
| | | Nine Months Ended | | | Nine Months Ended | | | Change | | | | |
| | | April 30, 2007 | | | April 30, 2006 | | | Amount | | | % | |
NET SALES: | | | | | | | | | | | | | | | | |
| Recreation Vehicles | | | | | | | | | | | | | | | | |
| Towables | | $ | 1,397,936 | | | $ | 1,606,140 | | | $ | (208,204 | ) | | | (13.0 | ) |
| Motorized | | | 412,259 | | | | 424,528 | | | | (12,269 | ) | | | (2.9 | ) |
| | | | | | | | | | | | | | |
| Total Recreation Vehicles | | | 1,810,195 | | | | 2,030,668 | | | | (220,473 | ) | | | (10.9 | ) |
| Buses | | | 291,213 | | | | 230,317 | | | | 60,896 | | | | 26.4 | |
| | | | | | | | | | | | | | |
| Total | | $ | 2,101,408 | | | $ | 2,260,985 | | | $ | (159,577 | ) | | | (7.1 | ) |
| | | | | | | | | | | | | | |
16
| | | | | | | | | | | | | | | | | |
| | | Nine Months Ended | | | Nine Months Ended | | | Change | | | | |
| | | April 30, 2007 | | | April 30, 2006 | | | Amount | | | % | |
# OF UNITS: | | | | | | | | | | | | | | | | |
| Recreation Vehicles | | | | | | | | | | | | | | | | |
| Towables | | | 65,456 | | | | 83,289 | | | | (17,833 | ) | | | (21.4 | ) |
| Motorized | | | 5,529 | | | | 5,695 | | | | (166 | ) | | | (2.9 | ) |
| | | | | | | | | | | | | | |
| Total Recreation Vehicles | | | 70,985 | | | | 88,984 | | | | (17,999 | ) | | | (20.0 | ) |
| Buses | | | 4,825 | | | | 4,227 | | | | 598 | | | | 14.2 | |
| | | | | | | | | | | | | | |
| Total | | | 75,810 | | | | 93,211 | | | | (17,401 | ) | | | (18.7 | ) |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | % of | | | | | | | % of | | | | | | | | | |
| | | | | | | Segment | | | | | | | Segment | | | | | | | | | |
| | | | | | | Net Sales | | | | | | | Net Sales | | | | | | | | | |
GROSS PROFIT: | | | | | | | | | | | | | | | | | | | | | | | | |
| Recreation Vehicles | | | | | | | | | | | | | | | | | | | | | | | | |
| Towables | | $ | 191,656 | | | | 13.7 | | | $ | 263,105 | | | | 16.4 | | | | (71,449 | ) | | | (27.2 | ) |
| Motorized | | | 38,888 | | | | 9.4 | | | | 39,007 | | | | 9.2 | | | | (119 | ) | | | (.3 | ) |
| | | | | | | | | | | | | | | | | | | | | | |
| Total Recreation Vehicles | | | 230,544 | | | | 12.7 | | | | 302,112 | | | | 14.9 | | | | (71,568 | ) | | | (23.7 | ) |
| Buses | | | 22,773 | | | | 7.8 | | | | 17,344 | | | | 7.5 | | | | 5,429 | | | | 31.3 | |
| | | | | | | | | | | | | | | | | | | | | |
| Total | | $ | 253,317 | | | | 12.1 | | | $ | 319,456 | | | | 14.1 | | | | (66,139 | ) | | | (20.7 | ) |
| | | | | | | | | | | | | | | | | | | | | | |
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES: | | | | | | | | | | | | | | | | | | | | | | | | |
| Recreation Vehicles | | | | | | | | | | | | | | | | | | | | | | | | |
| Towables | | $ | 81,659 | | | | 5.8 | | | $ | 90,167 | | | | 5.6 | | | $ | (8,508 | ) | | | (9.4 | ) |
| Motorized | | | 22,118 | | | | 5.4 | | | | 20,711 | | | | 4.9 | | | | 1,407 | | | | 6.8 | |
| | | | | | | | | | | | | | | | | | | | | | |
| Total Recreation Vehicles | | | 103,777 | | | | 5.7 | | | | 110,878 | | | | 5.5 | | | | (7,101 | ) | | | (6.4 | ) |
| Buses | | | 10,659 | | | | 3.7 | | | | 10,709 | | | | 4.6 | | | | (50 | ) | | | (.5 | ) |
| Corporate | | | 18,267 | | | | — | | | | 14,303 | | | | — | | | | 3,964 | | | | 27.7 | |
| | | | | | | | | | | | | | | | | | | | | | |
| Total | | $ | 132,703 | | | | 6.3 | | | $ | 135,890 | | | | 6.0 | | | $ | (3,187 | ) | | | (2.3 | ) |
| | | | | | | | | | | | | | | | | | | | | | |
INCOME BEFORE INCOME TAXES: | | | | | | | | | | | | | | | | | | | | | | | | |
| Recreation Vehicles | | | | | | | | | | | | | | | | | | | | | | | | |
| Towables | | $ | 110,290 | | | | 7.9 | | | $ | 173,154 | | | | 10.8 | | | $ | (62,864 | ) | | | (36.3 | ) |
| Motorized | | | 16,756 | | | | 4.1 | | | | 18,293 | | | | 4.3 | | | | (1,537 | ) | | | (8.4 | ) |
| | | | | | | | | | | | | | | | | | | | | | |
| Total Recreation Vehicles | | | 127,046 | | | | 7.0 | | | | 191,447 | | | | 9.4 | | | | (64,401 | ) | | | (33.6 | ) |
| Buses | | | 11,622 | | | | 4.0 | | | | 6,013 | | | | 2.6 | | | | 5,609 | | | | 93.3 | |
| Corporate | | | (9,471 | ) | | | — | | | | (7,372 | ) | | | — | | | | (2,099 | ) | | | (28.5 | ) |
| | | | | | | | | | | | | | | | | | | | | | |
| Total | | $ | 129,197 | | | | 6.1 | | | $ | 190,088 | | | | 8.4 | | | $ | (60,891 | ) | | | (32.0 | ) |
| | | | | | | | | | | | | | | | | | | | | | |
CONSOLIDATED
Net sales and gross profit for the nine months ended April 30, 2007 were down 7.1% and 20.7%, respectively, compared to the nine months ended April 30, 2006. We estimate that for the nine months ended April 30, 2006 approximately $122,258, or 7.6%, 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 2.3% compared to the nine months ended April 30, 2006. 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 were $18,267 for the nine months ended April 30, 2007 compared to $14,303 for the nine months ended April 30, 2006. This $3,964 increase is primarily the result of costs associated with the investigation regarding certain accounting issues at our Dutchmen Manufacturing, Inc. operating subsidiary and the restatement of our financial statements, as discussed above, offset in part by reduced compensation and related bonuses and insurance costs. Corporate interest income and other income was $8,641 for the nine months ended April 30, 2007 compared to $6,914 for the nine months ended April 30, 2006.
The overall effective tax rate for the nine months ended April 30, 2007 was 34.7% compared to 36.9% nine months ended April 30, 2006. The primary reasons for this reduction were that we recorded a $1,900 tax benefit in the second quarter of fiscal 2007 related to the Company’s research and
17
development credits and a $2,000 tax benefit in the third quarter of fiscal 2007 from the reversal of certain state tax reserves due to statute expiration.
Segment Reporting
RECREATION VEHICLES
Analysis of Percentage Change in Net Sales Versus Prior Year
| | | | | | | | | | | | | |
| | | Average Price | | | | |
| | | Per Unit | | Units | | Net Change |
| Recreation Vehicles | | | | | | | | | | | | |
| Towables | | | 8.4 | % | | | (21.4 | )% | | | (13.0 | )% |
| Motorized | | | — | % | | | (2.9 | )% | | | (2.9 | )% |
TOWABLE RECREATION VEHICLES
The decrease in towables net sales of 13.0% resulted primarily from reduced unit sales, primarily hurricane relief units. We estimate that in the nine months ended April 30, 2006 approximately $122,258, or 7.6%, 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. Excluding the effect of hurricane relief units, towables net sales for the nine months ended April 30, 2007 decreased 5.8% compared to the prior year period. The overall market unit decrease in towables for August 2006 through March 2007 was 18.1% 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 13.7% of net sales for the nine months ended April 30, 2007, from 16.4% of net sales for the nine months ended April 30, 2006. The primary factor for the decrease in gross profit percentage was the 13.0% decrease in net sales and increased discounts and allowances due to a soft market. Towable discounts and allowances increased by approximately $14,602 in the nine months ended April 30, 2007 compared to the nine months ended April 30, 2006. Selling, general and administrative expenses were 5.8% of net sales for the nine months ended April 30, 2007 and 5.6% of net sales for the nine months ended April 30, 2006.
Towables income before income taxes decreased to 7.9% of net sales for the nine months ended April 30, 2007 from 10.8% of net sales for the nine months ended April 30, 2006. The primary factors for this decrease were the reduction in unit sales and corresponding margins.
MOTORIZED RECREATION VEHICLES
The decrease in motorized net sales of 2.9% resulted primarily from a 2.9% decrease in unit shipments. The decrease in units sold of 2.9% compares to the overall market unit decrease in motorhomes of 2.6% for August 2006 through March 2007 according to statistics published by the Recreation Vehicle Industry Association.
Motorized gross profit percentage increased to 9.4% of net sales in the nine months ended April 30, 2007 from 9.2% of net sales for the nine months ended April 30, 2006. Selling, general and administrative expenses were 5.4% of net sales for the nine months ended April 30, 2007 and 4.9% of net sales for the nine months ended April 30, 2006.
Motorized income before income taxes was 4.1% of net sales for the nine months ended April 30, 2007 and 4.3% of net sales for the nine months ended April 30, 2006.
18
BUSES
Analysis of Percentage Change in Net Sales Versus Prior Year
| | | | | | | | | | | | | |
| | | Average Price Per Unit | | Units | | Net Change |
| Buses | | | 12.2 | % | | | 14.2 | % | | | 26.4 | % |
The increase in buses net sales of 26.4% 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 product mix.
Buses gross profit percentage increased to 7.8% of net sales for the nine months ended April 30, 2007 from 7.5% of net sales for the nine months ended April 30, 2006. The primary reason for the increase in buses gross profit percentage was the increase in buses net sales. Selling, general and administrative expenses were 3.7% of net sales for the nine months ended April 30, 2007 and 4.6% for the nine months ended April 30, 2006.
Buses income before income taxes increased to 4.0% of net sales for the nine months ended April 30, 2007 from 2.6% for the nine months ended April 30, 2006 due to increased sales volume.
Financial Condition and Liquidity
As of April 30, 2007, we had $252,572 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 April 30, 2007 was $380,906 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 nine months ended April 30, 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. Capital expenditures of approximately $9,166 for the nine months ended April 30, 2007 were primarily for planned expansions and improvements of our recreation vehicle segments.
The Company anticipates additional capital expenditures in the fourth quarter of fiscal 2007 of approximately $3,000. 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:
19
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.
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; |
20
| | 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, 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 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.
21
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 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 April 30, 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 April 30, 2007 because the material weakness described above continued to persist as of such date.
22
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 April 30, 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 April 30, 2007 and through the date of this report. However, 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; |
| |
| | • | | 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; |
23
| | • | | 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 |
| February 2007 | | | — | | | | — | | | | — | | | | 1,947,200 | |
| March 2007 | | | — | | | | — | | | | — | | | | 1,947,200 | |
| April 2007 | | | — | | | | — | | | | — | | | | 1,947,200 | |
| | |
| (1) | | On June 26, 2006 our Board of Directors authorized the repurchase of an additional 2,000,000 shares extending over a 24-month period before expiring. At April 30, 2007, 1,947,200 shares of common stock remained authorized for repurchase under the repurchase program. |
ITEM 5.Other Information
We issued a press release on May 2, 2007 announcing our preliminary sales for the quarter and nine months ended April 30, 2007. The press release is attached as Exhibit 99.1 and incorporated herein by reference. The information set forth under this Item 5 is intended to be furnished under this Item 5 and “Item 2.02, Results of Operations and Financial Condition” of Form 8-K. Such information, including Exhibit 99.1 attached to this Form 10-Q, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
ITEM 6. Exhibits
| | | |
| Exhibit | | Description |
| | | |
| 31.1 | | Chief Executive Officer’s Certification filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
25
| | | |
| Exhibit | | Description |
| | | |
| 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. |
| | | |
| 99.1 | | Copy of press release issued by the Company on May 2, 2007. |
26
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: July 3, 2007 | By: | /s/ Wade F. B. Thompson | |
| | | Wade F. B. Thompson | |
| | | Chairman of the Board, President
and Chief Executive Officer | |
| |
| | | | | |
| | | |
| DATE: July 3, 2007 | By: | /s/ Walter L. Bennett | |
| | | Walter L. Bennett | |
| | | Executive Vice President,
Secretary and Chief Financial Officer | |
| |
27
