Thor Industries
THO
#3357
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$4.13 B
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Thor Industries - 10-Q quarterly report FY


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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
 
QUARTERLY REPORT UNDER SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
   
FOR QUARTER ENDEDJanuary 31, 2006 COMMISSION FILE NUMBER1-9235
THOR INDUSTRIES, INC.
 
(Exact name of registrant as specified in its charter)
   
Delaware 93-0768752
(State or other jurisdiction of
incorporation or organization)
 (I.R.S. Employer
Identification No.)
   
419 West Pike Street, Jackson Center, OH 45334-0629
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (937) 596-6849
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
   
Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer þAccelerated filer o Non-accelerated filer o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
   
Yes o No þ
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
   
Class Outstanding at 1/31/2006
Common stock, par value
$.10 per share
 56,740,588 shares
 
 

1


 

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
CONSOLIDATED BALANCE SHEETS
         
  January 31, 2006  July 31, 2005 
ASSETS
Current assets:
        
Cash and cash equivalents
 $117,258  $163,596 
Investments – short term
  112,737   45,219 
Accounts receivable:
        
Trade
  172,430   140,927 
Other
  6,190   5,409 
Inventories
  190,858   161,770 
Prepaid expenses
  9,986   5,857 
Deferred income taxes
  13,659   1,262 
 
      
Total current assets
  623,118   524,040 
 
      
Property:
        
Land
  23,314   21,339 
Buildings and improvements
  118,397   109,443 
Machinery and equipment
  51,925   49,259 
 
      
Total cost
  193,636   180,041 
Accumulated depreciation
  45,696   40,252 
 
      
Property, net
  147,940   139,789 
 
      
Investment in Joint ventures
  2,923   2,800 
 
      
Other assets:
        
Goodwill
  165,663   165,662 
Non-compete agreements
  3,315   3,790 
Trademarks
  13,900   13,900 
Other
  9,159   7,898 
 
      
Total other assets
  192,037   191,250 
 
      
TOTAL ASSETS
 $966,018  $857,879 
 
      

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
        
Accounts payable
 $127,600  $118,056 
Accrued liabilities:
        
Taxes
  42,145   8,351 
Compensation and related items
  31,731   28,519 
Product warranties
  53,882   55,118 
Promotions and rebates
  7,731   7,362 
Product/property liability and related
  9,154   7,913 
Dividend payable
     17,000 
Other
  8,312   6,493 
 
      
Total current liabilities
  280,555   248,812 
 
      
Deferred income taxes and other liabilities
  13,035   11,680 
Stockholders’ equity:
        
Common stock — authorized 250,000,000 shares; issued 56,996,588 shares @ 1/31/06 and 56,933,483 shares @ 7/31/05; par value of $.10 per share
  5,700   5,693 
Additional paid-in capital
  83,901   82,652 
Accumulated other comprehensive income
  1,783   943 
Retained earnings
  588,282   515,877 
Restricted stock plan
  (207)  (747)
Less Treasury shares of 256,000, at cost
  (7,031)  (7,031)
 
      
Total stockholders’ equity
  672,428   597,387 
 
      
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
 $966,018  $857,879 
 
      
     See notes to consolidated financial statements

2


 

THOR INDUSTRIES, INC. AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED INCOME

FOR THE THREE & SIX MONTHS ENDED JANUARY 31, 2006 AND 2005
                 
  Three Months Ended January 31  Six Months Ended January 31 
  2006  2005  2006  2005 
Net sales
 $642,047  $537,041  $1,403,370  $1,169,767 
 
                
Cost of products sold
  552,084   469,209   1,201,765   1,011,161 
 
                
Gross profit
  89,963   67,832   201,605   158,606 
 
                
Selling, general and administrative expenses
  41,237   35,762   85,573   72,043 
 
                
Interest income
  2,038   541   3,718   1,345 
 
                
Interest expense
  223   67   570   109 
 
                
Other income
  127   365   926   1,126 
 
            
 
                
Income before income taxes
  50,668   32,909   120,106   88,925 
 
                
Provision for income taxes
  18,794   12,271   44,867   33,214 
 
            
 
                
Net income
 $31,874  $20,638  $75,239  $55,711 
 
            
 
                
Average common shares outstanding:
                
 
                
Basic
  56,593,434   56,712,923   56,580,913   56,834,930 
Diluted
  56,982,007   57,141,714   56,942,738   57,210,661 
 
                
Earnings per common share:
                
 
                
Basic
 $.56  $.36  $1.33  $.98 
Diluted
 $.56  $.36  $1.32  $.97 
 
                
Dividends declared per common share:
 $.05  $.03  $.05  $.06 
     See notes to consolidated financial statements

3


 

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

FOR THE SIX MONTHS ENDED JANUARY 31, 2006 AND 2005
         
  2006  2005 
Cash flows from operating activities:
        
Net income
 $75,239  $55,711 
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
        
Depreciation
  6,968   4,686 
Amortization
  475   471 
Deferred income taxes
  (12,396)   
Loss on disposition of assets
  12   74 
Loss (gain) on disposition of trading investments
  255   884 
Unrealized (gain) loss on trading investments
  15   274 
Changes in non cash assets and liabilities, net of effect from acquisitions:
        
Purchases of trading investments
  (152,062)  (54,871)
Proceeds from disposition of trading investments
  84,274   102,584 
Accounts receivable
  (32,284)  (25,003)
Inventories
  (29,089)  (43,216)
Prepaids and other
  (5,514)  (6,343)
Accounts payable
  8,650   (27,399)
Accrued liabilities
  39,198   (3,578)
Other liabilities
  1,854   224 
 
      
 
        
Net cash (used in) provided by operating activities
  (14,405)  4,498 
 
      
 
        
Cash flows from investing activities:
        
Purchase of property, plant & equipment
  (14,244)  (31,120)
Proceeds from disposition of assets
  49   21 
Acquisitions – Net of cash acquired
     (27,973)
 
        
 
      
Net cash used in investing activities
  (14,195)  (59,072)
 
      
 
        
Cash flows from financing activities:
        
Cash dividends
  (19,834)  (3,420)
Purchase of common stock for retirement
     (8,490)
Proceeds from issuance of common stock
  1,256   760 
Retirement of acquired debt
     (1,001)
 
      
 
        
Net cash used in financing activities
  (18,578)  (12,151)
 
      
 
        
Effect of exchange rate changes on cash
  840   727 
 
      
 
        
Net decrease in cash and equivalents
  (46,338)  (65,998)
Cash and equivalents, beginning of period
  163,596   136,120 
 
      
Cash and equivalents, end of period
 $117,258  $70,122 
 
      
 
        
Supplemental cash flow information:
        
Income taxes paid
 $23,343  $42,116 
Interest paid
  570   109 
 
        
Non cash transactions:
        
Retirement of treasury shares
    $8,490 
Capital expenditures in accounts payable
 $894    
     See notes to consolidated financial statements

4


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. The July 31, 2005 amounts are from the annual audited financial statements. The interim financial statements are unaudited. In the opinion of management, all adjustments (which consist of normal recurring adjustments) necessary to present fairly the financial position, 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, 2005. The results of operations for the six months ended January 31, 2006 are not necessarily indicative of the results for the full year.
 
2. Major classifications of inventories are:
         
  January 31, 2006  July 31, 2005 
Raw materials
 $96,954  $78,493 
Chassis
  37,400   29,506 
Work in process
  44,900   55,413 
Finished goods
  30,501   14,196 
 
      
Total
  209,755   177,608 
Less excess of FIFO costs over LIFO costs
  18,897   15,838 
 
      
Total inventories
 $190,858  $161,770 
 
      
3. Earnings Per Share
                 
  Three Months  Three Months  Six Months  Six Months 
  Ended  Ended  Ended  Ended 
  January 31, 2006  January 31, 2005  January 31, 2006  January 31, 2005 
Weighted average shares outstanding for basic earnings per share
  56,593,434   56,712,923   56,580,913   56,834,930 
Stock options and restricted stock
  388,573   428,791   361,825   375,731 
 
            
 
Total — For diluted shares
  56,982,007   57,141,714   56,942,738   57,210,661 
 
            
4. Comprehensive Income
                 
  Three Months  Three Months  Six Months  Six Months 
  Ended  Ended  Ended  Ended 
  January 31, 2006  January 31, 2005  January 31, 2006  January 31, 2005 
Net income
 $31,874  $20,638  $75,239  $55,711 
Foreign currency translation adjustment
  430   (122)  840   727 
 
            
 
                
Comprehensive income
 $32,304  $20,516  $76,079  $56,438 
 
            
5. Segment Information
The Company has three reportable segments: 1.) towable recreation vehicles, 2.) motorized recreation vehicles, and 3.) buses. The towable recreation vehicle segment consists of product lines from the following operating companies that have been aggregated: Airstream, Breckenridge, CrossRoads, Dutchmen, General Coach Hensall and Oliver, Keystone, Komfort, Thor America and Thor California. The motorized recreation vehicle segment consists of product lines from the following operating companies that have been aggregated: Airstream, Damon, Four Winds and Oliver. The bus segment consists of the following operating companies that have been aggregated: Champion Bus, ElDorado California, ElDorado Kansas and Goshen Coach. During the quarter ended January 31, 2006, the Company made the decision not to produce a planned motorized product line. The impairment charge associated with the decision was $1,360 and is included in cost of products sold.

5


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                 
  Three Months  Three Months  Six Months  Six Months 
  Ended  Ended  Ended  Ended 
  January 31, 2006  January 31, 2005  January 31, 2006  January 31, 2005 
Net Sales:
                
Recreation vehicles:
                
Towables
 $457,861  $365,497  $991,097  $805,659 
Motorized
  113,841   113,530   262,935   255,664 
 
            
 
                
Total recreation vehicles
  571,702   479,027   1,254,032   1,061,323 
Buses
  70,345   58,014   149,338   108,444 
 
            
 
                
Total
 $642,047  $537,041  $1,403,370  $1,169,767 
 
            
                 
  Three Months  Three Months  Six Months  Six Months 
  Ended  Ended  Ended  Ended 
  January 31, 2006  January 31, 2005  January 31, 2006  January 31, 2005 
Income Before Income Taxes:
                
Recreation vehicles:
                
Towables
 $50,002  $29,707  $111,426  $77,393 
Motorized
  2,171   3,878   10,537   11,786 
 
            
Total recreation vehicles
  52,173   33,585   121,963   89,179 
Buses
  1,985   1,342   3,979   2,468 
Corporate
  (3,490)  (2,018)  (5,836)  (2,722)
 
            
 
Total
 $50,668  $32,909  $120,106  $88,925 
 
            
         
  January 31, 2006  July 31, 2005 
Identifiable Assets:
        
Recreation vehicles:
        
Towables
 $480,425  $384,292 
Motorized
  142,406   126,045 
 
      
Total recreation vehicles
  622,831   510,337 
Buses
  93,425   96,942 
Corporate
  249,762   250,600 
 
      
 
Total
 $966,018  $857,879 
 
      
6. Treasury Shares
The Company purchased and retired 323,200 shares of treasury stock in the first quarter of fiscal 2005 at an average cost of $26.27 per share. This retirement resulted in a reduction of $32 in common stock and $458 in additional paid-in-capital and $8,000 in retained earnings.
7. Investments – Short Term
Short term investments, which are principally investment grade securities composed of asset-based notes, mortgage-based notes, auction rate securities and corporate bonds, are generally bought and held for sale in the near term, and are classified as trading securities. Trading securities are carried at fair market value. Realized and unrealized gains and losses on trading securities are included in earnings. Dividend and interest income are recognized when earned.
8. Acquisitions
On November 1, 2004, we completed our acquisition of the stock of DS Corp. dba CrossRoads RV, an Indiana corporation (“CrossRoads”), pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), dated as of October 28, 2004, by and among our company, Thor Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of our company (“Acquisition

6


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Subsidiary”), CrossRoads and the securityholders of CrossRoads. CrossRoads is engaged in the business of manufacturing towable recreation vehicles. Under the terms of the Merger Agreement, Acquisition Subsidiary merged with and into CrossRoads, and CrossRoads continued as the surviving corporation (the “Merger”). In addition, as part of the Merger, certain members of management of CrossRoads entered into non-competition agreements with our company.
The primary reasons for the acquisition include CrossRoads’ future earnings potential, its fit with our existing operations, its market share, and its cash flow. The results of operations for CrossRoads are included in Thor’s operating results beginning November 1, 2004.
The purchase price paid by us for the acquisition of the stock of CrossRoads was $28,030, which was payable in cash and was funded from our cash on hand. The fair value of assets acquired and liabilities assumed was $32,958, and $4,928 respectively. The purchase price allocation includes $1,176 of non-compete agreements, which will be amortized over two to seven years, $20,485 of goodwill and $794 for trademarks that are not subject to amortization.
On May 27, 2005, we completed our acquisition of the Goshen Coach Division of Veritrans Specialty Vehicles Inc. pursuant to an asset purchase agreement dated May 26, 2005 for cash of $10,083.
9. Goodwill and Other Intangible Assets
The components of other intangible assets are as follows:
                 
  January 31, 2006  July 31, 2005 
      Accumulated      Accumulated 
  Cost  Amortization  Cost  Amortization 
Amortized Intangible Assets:
                
Non-compete agreements
 $15,889  $12,574  $15,889  $12,099 
                 
  Three Months  Three Months  Six Months  Six Months 
  Ended  Ended  Ended  Ended 
  January 31, 2006  January 31, 2005  January 31, 2006  January 31, 2005 
Non-compete Agreements:
                
Amortization Expense
 $238  $269  $475  $471 
Non-compete agreements are amortized on a straight-line basis.
Estimated Amortization Expense:
     
For the year ending July 2006
 $949 
For the year ending July 2007
 $887 
For the year ending July 2008
 $828 
For the year ending July 2009
 $492 
For the year ending July 2010
 $337 
     There was no change in the carrying amount of goodwill and trademarks for the six month period ended January 31, 2006.
     As of January 31, 2006, Goodwill and Trademarks by segments totaled as follows:
         
  Goodwill  Trademarks 
Recreation Vehicles:
        
Towables
 $143,795  $10,237 
Motorized
  17,252   2,600 
 
      
 
        
Total Recreation Vehicles
  161,047   12,837 
 
      
 
        
Bus
  4,616   1,063 
 
      
Total
 $165,663  $13,900 
 
      

7


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
10. Warranty
Thor provides customers of our products with a warranty covering defects in material or workmanship for periods generally ranging from one to two years, with longer warranties on certain structural components. We record a liability based on our best estimate of the amounts necessary to settle future and existing claims on products sold as of the balance sheet date. Factors we use in estimating the warranty liability include a history of units sold, existing dealer inventory, average cost incurred and a profile of the distribution of warranty expenditures over the warranty period. A significant increase in dealer shop rates, the cost of parts or the frequency of claims could have a material adverse impact on our operating results for the period or periods in which such claims or additional costs materialize. Management believes that the warranty reserve is adequate; however, actual claims incurred could differ from estimates, requiring adjustments to the reserves. Warranty reserves are reviewed and adjusted as necessary on a quarterly basis.
                 
  Three Months  Three Months  Six Months  Six Months 
  Ended  Ended  Ended  Ended 
  January 31, 2006  January 31, 2005  January 31, 2006  January 31, 2005 
Beginning Balance
 $56,112  $48,164  $55,118  $45,829 
Provision
  11,886   12,586   27,853   27,381 
Payments
  14,116   12,693   29,089   25,153 
Acquisitions
     1,095      1,095 
 
            
Ending Balance
 $53,882  $49,152  $53,882  $49,152 
 
            
11. Commercial Commitments
Our principal commercial commitments at January 31, 2006 are summarized in the following chart:
       
  Total  Term of
Commitment Amount Committed  Guarantee
Guarantee on dealer financing
 $3,078  less than 1 year
Standby repurchase obligation on dealer financing
 $806,690  less than 1 year
The Company records repurchase and guarantee reserves based on prior experience and known current events. The combined repurchase and recourse reserve balances are approximately $1,753 and $1,368 as of January 31, 2006 and July 31, 2005, respectively.
                 
  Three Months  Three Months  Six Months  Six Months 
  Ended  Ended  Ended  Ended 
  January 31, 2006  January 31, 2005  January 31, 2006  January 31, 2005 
Cost of units repurchased
 $753  $5,743  $2,103  $6,836 
Realization on units resold
  534   4,551   1,806   5,474 
 
            
Losses due to repurchase
 $219  $1,192  $297  $1,362 
 
            
12. Stock-Based Compensation
Effective August 1, 2005, we adopted Statement of Financial Accounting Standard (“SFAS”) No. 123R, Share Based Payment, using the modified prospective transition method. Under the modified prospective method, awards that are granted, modified or settled after the date of the adoption should be measured and accounted for in accordance with SFAS 123R.

8


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Stock Options – The Company’s Board of Directors approved the 1999 Stock Option Plan. 2,000,000 shares were authorized under the Plan. Options expire 10 years from the date of grant and are vested evenly over 3 to 4 years from the date of grant.
A summary of option activity under the 1999 Stock Option Plan for the six months ended January 31, 2006 is as follows:
                 
      Weighted  Weighted Avg.    
      Avg. Exercise  Remaining  Aggregate 
  Shares  Price  Contractual Life  Intrinsic Value 
Outstanding, August 1, 2005
  700,708  $19.60       
Granted
            
Exercised
  63,105  $19.90       
Canceled
            
Forfeited
            
 
              
Outstanding, January 31, 2006
  637,603  $19.57   7.1  $14,717 
 
                
Exercisable, January 31, 2006
  464,686  $16.42   6.7  $12,189 
The fair value of each option award is estimated on the date of grant using the Black-Scholes option-pricing model. Assumptions utilized in the model are evaluated when awards are granted. Forfeiture assumptions are revised as necessary to reflect experience. The fair value of the stock options is based upon the market price of the underlying common stock as of the date of the grant, reduced by the present value of estimated future dividends, and risk-free interest rates. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of the grant. Expected volatilities are based on the historical volatility of our stock. The expected term of the options represents the period of time that options granted are outstanding and is estimated using historical exercise and termination behavior.
The amount expensed in the current period under SFAS No. 123R is consistent with prior proforma disclosures under SFAS 123.
For the three and six months ended January 31, 2006, the Company recorded expense of $220 and $418, respectively for stock option awards. At January 31, 2006, there was $936 of total unrecognized compensation costs related to stock options that is expected to be recognized over a weighted average period of 1.3 years.
Cash received from stock option exercises for the three and six months ended January 31, 2006 was $1,213 and $1,256, respectively. The total intrinsic value of stock options exercised was $1,319.
Exercises of options are satisfied with the issuance of new shares from authorized shares.
Stock Awards – The Company has a stock award plan which allows for the granting of up to 600,000 shares of restricted stock to selected executives. Restrictions expire 50% after 5 years following the date of issue and the balance after six years.
A summary of stock award activity under this Plan for the six months ended January 31, 2006 is as follows:
         
      Weighted 
      Average Grant 
  Shares  Date Fair Value 
Nonvested, August 1, 2005
  115,700  $12.93 
Granted
      
Vested
  16,800   5.77 
Forfeited
      
 
       
Nonvested, January 31, 2006
  98,900  $14.15 
 
       

9


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
For the three and six months ended January 31, 2006, the Company recorded expense of $60 and $122, respectively for restricted stock awards. At January 31, 2006, there was $626 of total unrecognized compensation costs related to restricted stock awards that is expected to be recognized over a weighted average period of 2.9 years.
The total fair value of restricted shares vested during the six months ended January 31, 2006 is $604.
ITEM 2.   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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), with our 2004 acquisition of CrossRoads RV, gives us an approximate 31% market share. In the motorized segment of the industry we have an approximate 13% market share. Our market share in small and mid-size commercial buses is approximately 44%. We have recently 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 have invested significant capital to modernize and expand our plant facilities and expended approximately $48,000 for that purpose in fiscal 2005.
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 directly finance dealers but do provide repurchase agreements in order to facilitate the dealers obtaining floor plan financing. We have a joint venture, Thor Credit, operated by GE Consumer Finance, which provides retail credit to ultimate purchasers of any recreation vehicle purchased from a Thor dealer. This retail credit on recreation vehicles is not limited to Thor product only.
For management and reporting purposes, we segment our business into towable recreation vehicles, motorized recreation vehicles and buses.
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 population in the United States is expected to grow five times as fast as the expected growth in 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. Travel trailer sales were up substantially this quarter as a result of the hurricanes and sale of hurricane relief units being used as temporary living quarters.

10


 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
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.
Fuel price fluctuations have not historically influenced our sales materially and we do not anticipate that modest increases in interest rates will have a significant negative effect on sales.
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 goods 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.
Three Months Ended January 31, 2006 vs. Three Months Ended January 31, 2005
                         
  Three Months Ended      Three Months Ended      Change    
  January 31, 2006 January 31, 2005 Amount % 
NET SALES:
                        
Recreation Vehicles
                        
Towables
 $457,861      $365,497      $92,364   25.3 
Motorized
  113,841       113,530       311   .3 
 
                     
Total Recreation Vehicles
  571,702       479,027       92,675   19.3 
Buses
  70,345       58,014       12,331   21.3 
 
                     
Total
 $642,047      $537,041      $105,006   19.6 
 
                     
 
                        
# OF UNITS:
                        
Recreation Vehicles
                        
Towables
  24,042       18,813       5,229   27.8 
Motorized
  1,486       1,541       (55)  (3.6)
 
                     
Total Recreation Vehicles
  25,528       20,354       5,174   25.4 
Buses
  1,321       997       324   32.5 
 
                     
Total
  26,849       21,351       5,498   25.8 
 
                     
 
                        
 
     % of     % of        
 
     Segment     Segment        
 
     Net Sales     Net Sales        
GROSS PROFIT:
                    
Recreation Vehicles
                    
Towables
 $76,758   16.8  $52,542   14.4  $24,216   46.1 
Motorized
  7,876   6.9   10,845   9.6   (2,969)  (27.4)
 
                     
Total Recreation Vehicles
  84,634   14.8   63,387   13.2   21,247   33.5 
Buses
  5,329   7.6   4,445   7.7   884   19.9 
 
                     
Total
 $89,963   14.0  $67,832   12.6  $22,131   32.6 
 
                     
 
                        
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:
                        
Recreation Vehicles
                        
Towables
 $26,881   5.9  $22,858   6.3  $4,023   17.6 
Motorized
  5,704   5.0   6,905   6.1   (1,201)  (17.4)
 
                     
Total Recreation Vehicles
  32,585   5.7   29,763   6.2   2,822   9.5 
Buses
  3,154   4.5   3,105   5.4   49   1.6 
Corporate
  5,498      2,894      2,604   90.0 
 
                     
Total
 $41,237   6.4  $35,762   6.7  $5,475   15.3 
 
                     
 
                        
INCOME BEFORE INCOME TAXES:
                        
Recreation Vehicles
                        
Towables
 $50,002   10.9  $29,707   8.1  $20,295   68.3 
Motorized
  2,171   1.9   3,878   3.4   (1,707)  (44.0)
 
                     
Total Recreation Vehicles
  52,173   9.1   33,585   7.0   18,588   55.3 
Buses
  1,985   2.8   1,342   2.3   643   47.9 
Corporate
  (3,490)     (2,018)     (1,472)  (72.9)
 
                     
Total
 $50,668   7.9  $32,909   6.1  $17,759   54.0 
 
                     

11


 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
CONSOLIDATED
($ in 000)
Net sales and gross profit for the second quarter of fiscal 2006 were up 19.6% and 32.6% respectively compared to the second quarter of fiscal 2005. Income before income taxes for the second quarter of fiscal 2006 was up 54.0% compared to the second quarter of fiscal 2005. Selling, general and administrative expenses increased 15.3% compared to the second quarter of fiscal 2005. The specifics on changes in net sales, gross profit, general and administrative expense and income before income taxes are addressed in the segment reporting below
Corporate costs in selling, general and administrative were $5,498 for the second quarter of fiscal 2006 compared to $2,894 for the second quarter of fiscal 2005. This increase of $2,604 is primarily the result of increased insurance costs, legal expenses and cost of compliance with Sarbanes-Oxley.
Net sales and income before income taxes for the second quarter of fiscal 2006 included net sales and a loss before income taxes of $8,712 and $567 respectively, for Goshen Coach acquired May 27, 2005. The overall effective tax rate for the second quarter of fiscal 2006 was 37.1% compared to 37.3% for the second quarter of fiscal 2005.
Segment Reporting
RECREATION VEHICLES
Analysis of Percentage Change in Net Sales Versus Prior Year
             
  Impact from Internal Growth  
  Average Price    
  Per Unit Units Net Change
Recreation Vehicles
            
Towables
  (2.5)%  27.8%  25.3%
Motorized
  3.9%  (3.6)%  .3%
TOWABLE RECREATION VEHICLES
The increase in towables net sales resulted primarily from an increase in unit shipments of 27.8%. The overall industry increase in towables for November and December of 2005 was 30.7%, according to statistics published by the Recreation Vehicle Industry Association. Decreases in the average price per unit resulted from product mix. We estimate that approximately $38,170, or 8.3% of towable net sales, were related to Hurricane relief units which were sold through our dealer network. We have no industry statistics for the total Hurricane relief units sold.
Towables gross profit percentage increased to 16.8% of net sales for the second quarter of fiscal 2006 from 14.4% of net sales for the second quarter of fiscal 2005. The primary factor for the 46.1% increase in gross profit was the 25.3% increase in net sales. Selling, general and administrative expenses were 5.9% of net sales for the second quarter of fiscal 2006 and 6.3% of net sales for the second quarter of fiscal 2005.
Towables income before income taxes increased to 10.9% of net sales for the second quarter of fiscal 2006 from 8.1% of net sales for the second quarter of fiscal 2005. The primary factor for this increase was our 25.3% revenue increase.

12


 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
MOTORIZED RECREATION VEHICLES
The increase in motorized net sales resulted from an increase in average price per unit offset by a reduction in unit shipments. The decrease in units sold of approximately 3.6% outperformed the overall market decrease in motorhomes of 20% for the two month period November and December 2005. Increases in the average price per unit resulted from the combination of price increases and product mix.
Motorized gross profit percentage decreased to 6.9% of net sales for the second quarter of fiscal 2006 from 9.6% of net sales for the second quarter of fiscal 2005. The primary factor for the decreased gross profit in 2006 was due to the decision to not produce a planned motorized product line. The impairment charge associated with the decision was $1,360 and is included in cost of products sold. The balance of the decrease in gross margin is related to reduced unit sales. Selling, general and administrative expenses were 5.0% of net sales for the second quarter of fiscal 2006 and 6.1% of net sales for the second quarter of fiscal 2005.
Motorized income before income taxes was 1.9% of net sales for the second quarter of fiscal 2006 and 3.4% of net sales for the second quarter of fiscal 2005.
BUSES
Analysis of Percentage Change in Net Sales Versus Prior Year
                 
  Impact Impact from Internal Growth  
  from Acquisition Average Price Per Unit Units Net Change
Buses
  15.0%  6.3%     21.3%
The increase in buses net sales resulted from a combination of an increase in both average price per unit and our acquisition of Goshen Coach.
Buses gross profit percentage decreased to 7.6% of net sales for the second quarter of fiscal 2006 from 7.7% of net sales for the second quarter of fiscal 2005 due to the low gross profit on bus contracts assumed in the purchase of Goshen Coach. Selling, general and administrative expenses were 4.5% of net sales for fiscal 2006 and 5.4% for the second quarter of fiscal 2005. The reduction in selling, general and administrative expenses as a percentage of net sales is primarily due to reduced legal and settlement costs in the second quarter of fiscal 2006.
Buses income before income taxes increased to 2.8% of net sales for the second quarter of fiscal 2006 from 2.3% for the second quarter of fiscal 2005. The primary reason for the increase is increased revenues of 21.3%.
ORDER BACKLOG
                 
  As of  As of  Change 
$(in 000's) January 31, 2006 January 31, 2005 Amount  % 
Recreation Vehicles
                
Towables
 $376  $190  $186   97.9 
Motorized
  122   123   (1)  (.8)
 
             
Total Recreation Vehicles
  498   313   185   59.1 
Buses
  174   136   38   27.9 
 
             
Total
 $672  $449  $223   49.7 
 
             

13


 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Six Months Ended January 31, 2006 vs. Six Months Ended January 31, 2005
                         
  Six Months      Six Months      Change    
  January 31, 2006      January 31, 2005      Amount  % 
NET SALES:
                        
Recreation Vehicles
                        
Towables
 $991,097      $805,659      $185,438   23.0 
Motorized
  262,935       255,664       7,271   2.8 
 
                    
Total Recreation Vehicles
  1,254,032       1,061,323       192,709   18.2 
Buses
  149,338       108,444       40,894   37.7 
 
                    
Total
 $1,403,370      $1,169,767      $233,603   20.0 
 
                        
# OF UNITS:
                        
Recreation Vehicles
                        
Towables
  51,560       41,347       10,213   24.7 
Motorized
  3,505       3,532       (27)  (.8)
 
                    
Total Recreation Vehicles
  55,065       44,879       10,186   22.7 
Buses
  2,789       1,898       891   46.9 
 
                    
Total
  57,854       46,777       11,077   23.7 
 
                     
 
                        
 
     % of     % of        
 
     Segment     Segment        
 
     Net Sales     Net Sales        
GROSS PROFIT:
                    
Recreation Vehicles
                    
Towables
 $167,522   16.9  $124,106   15.4  $43,416   35.0 
Motorized
  23,177   8.8   25,280   9.9   (2,103)  (8.3)
 
                    
Total Recreation Vehicles
  190,699   15.2   149,386   14.1   41,313   27.7 
Buses
  10,906   7.3   9,220   8.5   1,686   18.3 
 
                    
Total
 $201,605   14.4  $158,606   13.6  $42,999   27.1 
 
                     
 
                        
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:
                        
Recreation Vehicles
                        
Towables
 $56,253   5.7  $46,844   5.8  $9,409   20.1 
Motorized
  12,637   4.8   13,435   5.3   (798)  (5.9)
 
                    
Total Recreation Vehicles
  68,890   5.5   60,279   5.7   8,611   14.3 
Buses
  6,617   4.4   6,812   6.3   (195)  (2.9)
Corporate
  10,066      4,952      5,114   103.3 
 
                    
Total
 $85,573   6.1  $72,043   6.2  $13,530   18.8 
 
                     
 
                        
INCOME BEFORE INCOME TAXES:
                        
Recreation Vehicles
                        
Towables
 $111,426   11.2  $77,393   9.6  $34,033   44.0 
Motorized
  10,537   4.0   11,786   4.6   (1,249)  (10.6)
 
                    
Total Recreation Vehicles
  121,963   9.7   89,179   8.4   32,784   36.8 
Buses
  3,979   2.7   2,468   2.3   1,511   61.2 
Corporate
  (5,836)     (2,722)     (3,114)  (114.4)
 
                    
Total
 $120,106   8.6  $88,925   7.6  $31,181   35.1 
 
                     
CONSOLIDATED
($ in 000)
Net sales and gross profit for the six months of fiscal 2006 were up 20.0% and 27.1% respectively compared to the six months of fiscal 2005. Income before income taxes for the six months of fiscal 2006 was up 35.1% compared to the six months of fiscal 2005. Selling, general and administrative expenses increased 18.8% compared to fiscal 2005. The specifics on changes in net sales, gross profit, general and administrative expense and income before income taxes are addressed in the segment reporting below.

14


 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Corporate costs in selling, general and administrative were $10,066 for the six months of fiscal 2006 compared to $4,952 in fiscal 2005. This increase of $5,114 is primarily the result of increased insurance costs, legal expenses and cost of compliance with Sarbanes-Oxley.
Net sales and income before income taxes for the six months of fiscal 2006 included net sales and income before income taxes of $79,381 and $10,655 respectively compared to net sales of $14,435 and income before income taxes of $834 for the six months of 2005 for CrossRoads RV acquired November 1, 2004. Net sales and loss before income taxes for the six months of fiscal 2006 were $19,387 and $861 respectively, for Goshen Coach acquired May 27, 2005. The overall effective tax rate for the six months of fiscal 2006 and 2005 was 37.4%.
Segment Reporting
RECREATION VEHICLES
Analysis of Percentage Change in Net Sales Versus Prior Year
                 
      Impact from Internal Growth  
  Impact Average Price    
  from Acquisition Per Unit Units Net Change
   
Recreation Vehicles
                
Towables
  4.7%  (1.7)%  20.0%  23.0%
Motorized
      3.6%  (.8)%  2.8%
TOWABLE RECREATION VEHICLES
The increase in towables net sales resulted primarily from an increase in unit shipments. The overall industry increase in towables for August through December 2005 was 21.4%. Decreases in the average price per unit resulted from product mix. We estimate that approximately $113,677, or 11.5% of towable net sales, were related to Hurricane relief units sold through our dealer network. We have no industry statistics for the total Hurricane relief units sold.
Towables gross profit percentage increased to 16.9% of net sales for fiscal 2006 from 15.4% of net sales for fiscal 2005. The primary factor for the 35.0% increase in gross profit was the 23.0% increase in net sales. Selling, general and administrative expenses were 5.7% of net sales for fiscal 2006 and 5.8% of net sales for fiscal 2005.
Towables income before income taxes increased to 11.2% of net sales for fiscal 2006 from 9.6% of net sales for fiscal 2005. The primary factor for this increase was our 23.0% revenue increase.
MOTORIZED RECREATION VEHICLES
The increase in motorized net sales resulted from an increase in average price per unit. The decrease in units sold of approximately .8% outperformed the overall market decrease in motorhomes of 16% for August through December 2005. Increases in the average price per unit resulted from the combination of price increases and product mix.
Motorized gross profit percentage decreased to 8.8% of net sales from 9.9% of net sales for fiscal 2005. The primary factor for the decreased gross profit in 2006 was due to the decision to not produce a planned motorized product line. The impairment charge associated with the decision was $1,360 and is included in cost of products sold. The balance of the decrease in gross margin is related to reduced unit sales. Selling, general and administrative expenses were 4.8% of net sales for fiscal 2006 and 5.3% of net sales for fiscal 2005.

15


 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Motorized income before income taxes was 4.0% of net sales for fiscal 2006 and 4.6% of net sales for fiscal 2005.
BUSES
Analysis of Percentage Change in Net Sales Versus Prior Year
                 
  Impact Impact from Internal Growth  
  from Acquisition Average Price Per Unit Units Net Change
   
Buses
  17.9%  9.4%  10.4%  37.7%
The increase in buses net sales resulted from a combination of an increase in both average price per unit and unit shipments and our acquisition of Goshen Coach. The increase in units sold of approximately 46.9% would have been 10.4% excluding Goshen Coach. The unit sales increases are indicative of an expected replacement cycle on our buses the majority of which have a 5 year useful life. In addition, replacement of many older buses were delayed due to decline in the travel industry subsequent to the 9/11 terrorist attacks.
Buses gross profit percentage decreased to 7.3% of net sales for fiscal 2006 from 8.5% of net sales for fiscal 2005 due to the low gross profit on bus contracts assumed in the purchase of Goshen Coach. Selling, general and administrative expenses were 4.4% of net sales for fiscal 2006 and 6.3% for fiscal 2005. The reduction in selling, general and administrative expenses as a percentage of net sales is primarily due to reduced legal and settlement costs in fiscal 2006.
Buses income before income taxes increased to 2.7% of net sales for fiscal 2006 from 2.3% for fiscal 2005. The primary reason for the increase is increased revenues of 37.7%
Financial Condition and Liquidity

$ (in 000)
As of January 31, 2006, we had $229,995 in cash, cash equivalents and short-term investments, compared to $208,815 on July 31, 2005. Short term investments, which are principally investment grade securities composed of asset-based notes, mortgage-backed notes, auction rate securities and corporate bonds, are generally bought and held for sale in the near term and are classified as trading securities. Trading securities are carried at fair market value. Realized and unrealized gains and losses on trading securities are included in earnings. Dividend and interest income are recognized when earned.
Due to the relative short-term maturity (average 3 months) of our trading securities, we do not believe that a change in interest rates will have a significant impact on our financial position or results of future operations.
Working capital at January 31, 2006 was $342,563 compared to $275,228 on July 31, 2005. 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, 2006. There were no borrowings on this line of credit during the six months ended January 31, 2006. The loan agreement executed in connection with the line of credit contains certain covenants, including restrictions on additional indebtedness, and requires us to maintain certain financial ratios. We believe that internally generated funds and the line of credit will be sufficient to meet our current needs and any additional capital requirements. Capital expenditures of approximately $15,138 for the six months ended January 31, 2006 were primarily for planned expansions and improvements of $13,841 at our recreation vehicle facilities and $1,297 for our bus operations, primarily at our new Goshen Coach facility.

16


 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
The Company anticipates additional capital expenditures in fiscal 2006 of approximately $23,000. These expenditures will be made primarily to expand our RV companies and for replacement of machinery and equipment to be used in the ordinary course of business.
Critical Accounting Principles
The consolidated financial statements of Thor are prepared in conformity with accounting principles generally accepted in the United States. The preparation of these financial statements requires the use of estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented. We believe that of our accounting policies, the following may involve a higher degree of judgments, estimates, and complexity:
Impairment of Goodwill, Trademarks and Long-Lived Assets
We at least annually review the carrying value of goodwill and trademarks with indefinite useful lives. Long-lived assets, identifiable intangibles that are amortized, goodwill and trademarks with indefinite useful lives are also reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable from future cash flows. If the carrying value of a long-lived asset is considered impaired, an impairment charge is recorded for the amount by which the carrying value of the long-lived asset exceeds its fair value. Management believes that the estimates of future cash flows and fair values are reasonable; however, changes in estimates of such cash flows and fair values could affect the evaluations.
Insurance Reserves
Generally, we are self-insured for workers’ compensation and group medical insurance. Under these plans, liabilities are recognized for claims incurred, including those incurred but not reported, and changes in the reserves. At the time a workers’ compensation claim is filed, a liability is estimated to settle the claim. The liability for workers’ compensation claims is determined by a third party administrator using various state statutes and reserve requirements. Group medical reserves are funded through a Trust and are estimated using historical claims’ experience. We have a self-insured retention for products liability and personal injury matters of $5,000,000 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 $10,000,000 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.

17


 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
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.
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, 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. 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.
ITEM 4. Controls and Procedures
As of the end of the period covered by this report, the Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as required by Exchange Act Rule 13a-15(f). Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms.
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

18


 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
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.
There have been no changes in the Company’s internal control over financial reporting during the three months ended January 31, 2006 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II — Other Information
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
(c) ISSUER PURCHASES OF EQUITY SECURITIES
                 
          (c) Total Number (d) Maximum Number
          of Shares (or Approximate
  (a) Total (b) (or Units) Dollar Value)
  Number Average Purchased as of Shares (or Units)
  of Shares Price Paid Part of Publicly that May Yet Be
  (or Units) Per Share Announced Plans Purchased Under the
Period Purchased (or Unit) or Programs (1) Plans or Programs
November 2005
           1,132,800 
December 2005
           1,132,800 
January 2006
           1,132,800 
 
(1) On March 11, 2003, we announced that our Board of Directors had approved a share repurchase program, pursuant to which up to 1,000,000 shares of our common stock may be repurchased. In the second quarter of fiscal 2004, we affected a two-for-one stock split, resulting in 2,000,000 shares authorized for repurchase under the program. At January 31, 2006, 1,132,800 common stock remained authorized for repurchase under the repurchase program.
ITEM 4. Submission of Matters to a Vote of Security Holders
The Company held it’s Annual Meeting of Stockholders on December 6, 2005. At the meeting, the stockholders elected two Class A directors of the Company to serve until the Company’s Annual Meeting of Stockholders in 2008. The names of the directors elected and the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes, with respect to each director are as follows:
                 
Director For Against Abstain Broker Non-Votes
Wade F. B. Thompson
  49,024,881      4,832,635    
Jan H. Suwinski
  51,050,873      2,806,643    
The terms of directors H. Coleman Davis III, Peter B. Orthwein, William C. Tomson, Neil D. Chrisman, Alan Siegel and Geoffrey A. Thompson continued after the meeting.
For more information on the above matters submitted to a vote of security holders, see the Company’s proxy statement dated October 28, 2005.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
ITEM 6. Exhibits
     
 
 a.) Exhibits
 
    
 
   31.1 Chief Executive Officer’s Certification filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
    
 
   31.2 Chief Financial Officer’s Certification filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
    
 
   32.1 Chief Executive Officer’s Certification furnished pursuant to Section 906 of the Sarbanes-Oxley Act 2002.
 
    
 
   32.2 Chief Financial Officer’s Certification furnished pursuant to Section 906 of the Sarbanes-Oxley Act 2002.

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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:
 February 28, 2006   /s/ Wade F. B. Thompson
 
        
 
       Wade F. B. Thompson
 
       Chairman of the Board, President and Chief Executive Officer
 
        
DATE:
 February 28, 2006   /s/ Walter L. Bennett
 
        
 
       Walter L. Bennett
 
       Executive Vice President,
 
       Secretary and Chief Financial Officer

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