According to company SEC filings:On
January 29, 2007, Thor Industries, Inc. (the “Registrant”)
issued a press release announcing that the Audit Committee of
the Board of Directors (the “Audit Committee”) initiated an
independent investigation regarding certain accounting issues at
the Registrant’s Dutchmen Manufacturing, Inc. operating
subsidiary (“Dutchmen”), primarily involving inventory, accounts
receivable, accounts payable, and cost of products sold. The
Registrant promptly and voluntarily informed the SEC of the
Audit Committee’s investigation, and has 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, the Registrant announced that on April 4, 2007
the Board of Directors, acting upon the recommendation of the
Audit Committee and management, concluded that the Registrant’s
previously issued, consolidated financial statements relating to
the fiscal years 2004, 2005 and 2006 and the three months ended
October 31, 2006 contained in the Registrant’s filings with the
SEC, including related reports of the Registrant’s independent,
registered public accounting firm, Deloitte & Touche LLP, and
press releases, should no longer be relied upon.
Upon completing their investigation, the Audit Committee’s
independent advisors presented the findings and recommendations
of the investigation to the Registrant’s Board of Directors on
April 17, 2007 and April 30, 2007 and to the SEC staff on May 4,
2007. The Audit Committee’s investigation confirmed the
Registrant’s determination that income before income taxes
recorded by Dutchmen was overstated in the amount of
approximately $26,000,000 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, by 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 $26,000,000 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 Registrant’s other
operating subsidiaries, and the Registrant’s corporate finance
and accounting office.
The Registrant has restated its previously issued financial
statements as of July 31, 2006 and 2005, and for each of the
years in the three-year period ended July 31, 2006, and the
financial results in each of the quarterly periods in 2006 and
2005, and the financials statements as of and for the three
months ended October 31, 2006. The restatement followed the
Registrant’s evaluation, considering the results from the Audit
Committee’s investigation, of accounting practices employed at
Dutchmen during these periods.
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 the
Registrant’s Annual Report on Form 10-K/A filed on June 11,
2007. The restated financial statements as of and for the three
months ended October 31, 2006 will be reported in the
Registrant’s Quarterly Report on Form 10-Q/A which will be filed
on or about June 12, 2007. The Registrant’s Quarterly Report on
Form 10-Q for the six months ended January 31, 2007 will be
filed as soon as reasonably practicable thereafter.
Because of the time demands on the Registrant’s corporate
finance department with respect to the restated financial
statements and the preparation of reports for prior periods, the
Registrant was not able to timely file its quarterly report.