UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number: 1-9235
o Form 10-K o Form 20-F o Form 11-K þ Form 10-Q
o Form 10-D o Form N-SAR o Form N-CSR
For Period Ended: April 30, 2010
o Transition Report on Form 10-K o Transition Report on Form 20-F
o Transition Report on Form 11-K o Transition Report on Form 10-Q
o Transition Report on Form N-SAR
For the Transition Period Ended:
Nothing in this form shall be construed to imply that the Commission has verified any information
contained herein.
If the notification relates to a portion of the filing checked above, identify the Item(s) to which
the notification relates: Not applicable
PART I REGISTRANT INFORMATION
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Full Name of Registrant:
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Thor Industries, Inc. |
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Former Name if Applicable:
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Not Applicable |
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Address of Principal Executive Office:
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419 West Pike Street, Jackson Center, OH 45334-0629 |
PART II RULES 12b-25(b) AND (c)
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If the subject report could not be filed without unreasonable effort or expense and the registrant
seeks relief pursuant to Rule 12b-25(b), the following should be completed (Check box if
appropriate). |
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(a)
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The reason described in reasonable detail in Part III of this form could not be eliminated without
unreasonable effort or expense; |
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(b)
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The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K,
Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q
or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth
calendar day following the prescribed due date; and |
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(c)
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The accountants statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the
transition report or portion thereof, could not be filed within the prescribed time period.
Thor Industries, Inc. (the Registrant) was not able to timely file its quarterly report on Form
10-Q for the period ended April 30, 2010 (the Registrants 10-Q) by the prescribed due date of
June 9, 2010 because the Registrants independent auditor, Deloitte & Touche LLP (Deloitte), has
not yet completed its review of the interim financial statements to be included in the Registrants
10-Q due to its evaluation of certain accounting positions previously taken by the Registrant in
its audited financial statements included in the Registrants Annual Report on Form 10-K for the
fiscal year ended July 31, 2009 (the Registrants
10-K) and earlier reports and the unaudited financial statements
included in the Registrants Quarterly Reports on Form 10-Q for the periods ended October 31, 2009 and January 31, 2010.
In this regard, Deloitte is addressing issues relating to the accounting treatment for (a) the
Registrants transactions with Stephen Adams and FreedomRoads that were consummated in January
2009, and (b) repurchase reserves relating to agreements with lenders to the Registrants
independent dealers and revenue recognition issues with respect to transactions with its
independent dealers previously described in the Registrants periodic filings. The Registrants accounting treatment for these matters is described in the
Registrants 10-K. The Registrant continues to work with Deloitte to address these matters. If
the Registrant is required to change its accounting for these items, there could be material
adverse changes to the Registrants results of operations and financial condition for fiscal 2009
or earlier periods and for the first three quarters of fiscal 2010.
The Registrant intends to file the Registrants 10-Q as soon as reasonably practicable after
these accounting matters have been addressed.
PART IV OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this notification: Christian G.
Farman, Senior Vice President, Treasurer and Chief Financial Officer, (574) 970-7422.
(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange
Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or
for such shorter period that the registrant was required to file such report(s) been filed? If
answer is no, identify report(s). þ Yes o No
(3) Is it anticipated that any significant change in results of operations from the corresponding
period for the last fiscal year will be reflected by the earnings statements to be included in the
subject report or portion thereof? þ Yes o No
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and,
if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
On June 10, 2010, the Registrant issued a press release announcing certain financial results for
the quarter and nine months ended April 30, 2010. A copy of the Registrants press release is
attached hereto as Exhibit 99.1 and is incorporated by reference herein.
The financial results set forth in such press release may be subject to change as described in Part
III of this report.
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 (including as such results disclosed in this report may be
adjusted as described herein) will not differ from the Companys expectations. Factors which could
cause materially different results include, among others, additional issues that may arise in
connection with the findings of the completed investigation by the Audit Committee of the Board of
Directors of the Company and the SECs requests for additional information and the discussion of
possible settlement with the SEC relating to the matters raised by the Audit Committees
investigation, the issues being addressed by the Companys independent auditor in connection with
the independent auditors review of the interim financial statements to be included in the
Companys Quarterly Report on Form 10-Q for the period ended April 30, 2010, fuel prices, fuel
availability, lower consumer confidence, interest rate increases, tight lending practices,
increased material costs, the success of new product introductions, the pace of acquisitions, cost
structure improvements, the impact of auction market failures on the Companys liquidity,
competition and general economic conditions and the other risks and uncertainties discussed more
fully in Item 1A of the Companys Annual Report on Form 10-K for the year ended July 31, 2009. The
Company disclaims any obligation or undertaking to disseminate any updates or revisions to any
forward looking statements contained in this report or to reflect any change in the Companys
expectations after the date of this report or any change in events, conditions or circumstances on
which any statement is based except as required by law.