UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended ~~October 31, 2021.~~April 30, 2022.

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from ____ to ____.

COMMISSION FILE NUMBER 001-09235

THOR INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Delaware

93-0768752

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)

601 E. Beardsley Ave., Elkhart, IN

46514-3305

(Address of principal executive offices)

(Zip Code)

(574) 970-7460

(~~Registrant’s~~Registrant's telephone number, including area code)

None

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Name of each exchange

Title of each class

Trading Symbol(s)

on which registered

Common stock (Par value $.10 Per Share)

THO

New York Stock Exchange

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 ☑ No ☐

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

Yes ☑ No ☐

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

Large accelerated filer ☑ Accelerated filer ☐

Non-accelerated filer ☐ Smaller reporting company ☐

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☑

As of ~~November 29, 2021, 55,618,549~~May 31, 2022, 54,531,138 shares of the registrant’s common stock, par value $0.10 per share, were outstanding.

PART I – FINANCIAL INFORMATION (Unless otherwise indicated, amounts in thousands except share and per share data.)

ITEM 1. FINANCIAL STATEMENTS

THOR INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)


		October 31, 2021		July 31, 2021			April 30, 2022		July 31, 2021
ASSETS	ASSETS					ASSETS
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	336,237	$	445,852	Cash and cash equivalents	$	329,297	$	445,852
Restricted cash	Restricted cash	3,060		2,854		Restricted cash	2,682		2,854
Accounts receivable, trade, net	Accounts receivable, trade, net	1,095,970		796,489		Accounts receivable, trade, net	1,166,316		796,489

Accounts receivable, other, net	Accounts receivable, other, net	70,403		153,443		Accounts receivable, other, net	80,482		153,443
Inventories, net	Inventories, net	1,671,847		1,369,384		Inventories, net	1,734,079		1,369,384
Prepaid income taxes, expenses and other	Prepaid income taxes, expenses and other	36,194		35,501		Prepaid income taxes, expenses and other	45,658		35,501

Total current assets	Total current assets	3,213,711		2,803,523		Total current assets	3,358,514		2,803,523
Property, plant and equipment, net	Property, plant and equipment, net	1,218,023		1,185,131		Property, plant and equipment, net	1,233,907		1,185,131
Other assets:	Other assets:					Other assets:
Goodwill	Goodwill	1,915,388		1,563,255		Goodwill	1,834,873		1,563,255
Amortizable intangible assets, net	Amortizable intangible assets, net	1,298,289		937,171		Amortizable intangible assets, net	1,171,149		937,171
Deferred income tax assets, net	Deferred income tax assets, net	1,288		41,216		Deferred income tax assets, net	1,159		41,216

Other	Other	122,072		123,792		Other	135,898		123,792
Total other assets	Total other assets	3,337,037		2,665,434		Total other assets	3,143,079		2,665,434
TOTAL ASSETS	TOTAL ASSETS	$	7,768,771	$	6,654,088	TOTAL ASSETS	$	7,735,500	$	6,654,088

LIABILITIES AND STOCKHOLDERS’ EQUITY	LIABILITIES AND STOCKHOLDERS’ EQUITY					LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:	Current liabilities:					Current liabilities:
Accounts payable	Accounts payable	$	1,055,342	$	915,045	Accounts payable	$	1,029,300	$	915,045
Current portion of long-term debt	Current portion of long-term debt	12,159		12,411		Current portion of long-term debt	10,991		12,411
Short-term financial obligations	Short-term financial obligations	19,398		25,720		Short-term financial obligations	18,189		25,720
Accrued liabilities:	Accrued liabilities:					Accrued liabilities:
Compensation and related items	Compensation and related items	289,127		249,761		Compensation and related items	280,662		249,761
Product warranties	Product warranties	290,617		267,620		Product warranties	309,377		267,620
Income and other taxes	Income and other taxes	126,320		85,789		Income and other taxes	66,808		85,789
Promotions and rebates	Promotions and rebates	105,209		128,869		Promotions and rebates	123,930		128,869
Product, property and related liabilities	Product, property and related liabilities	38,692		38,590		Product, property and related liabilities	46,971		38,590
Dividends payable		23,917		—

Other	Other	75,961		70,980		Other	85,429		70,980

Total current liabilities	Total current liabilities	2,036,742		1,794,785		Total current liabilities	1,971,657		1,794,785
Long-term debt	Long-term debt	2,232,266		1,594,821		Long-term debt	1,983,596		1,594,821
Deferred income tax liabilities, net	Deferred income tax liabilities, net	149,811		113,598		Deferred income tax liabilities, net	141,520		113,598
Unrecognized tax benefits	Unrecognized tax benefits	19,925		15,844		Unrecognized tax benefits	25,603		15,844
Other liabilities	Other liabilities	197,785		186,934		Other liabilities	171,941		186,934
Total long-term liabilities	Total long-term liabilities	2,599,787		1,911,197		Total long-term liabilities	2,322,660		1,911,197
Contingent liabilities and commitments	Contingent liabilities and commitments	0		0		Contingent liabilities and commitments	0		0
Stockholders’ equity:	Stockholders’ equity:					Stockholders’ equity:
Preferred stock – authorized 1,000,000 shares; none outstanding	Preferred stock – authorized 1,000,000 shares; none outstanding	—		—		Preferred stock – authorized 1,000,000 shares; none outstanding	—		—
Common stock – par value of $.10 per share; authorized 250,000,000 shares; issued 66,058,290 and 65,651,570 shares, respectively		6,606		6,565
Common stock – par value of $.10 per share; authorized 250,000,000 shares; issued 66,059,403 and 65,651,570 shares, respectively						Common stock – par value of $.10 per share; authorized 250,000,000 shares; issued 66,059,403 and 65,651,570 shares, respectively	6,606		6,565
Additional paid-in capital	Additional paid-in capital	473,775		460,482		Additional paid-in capital	490,686		460,482
Retained earnings	Retained earnings	2,988,726		2,770,401		Retained earnings	3,555,766		2,770,401
Accumulated other comprehensive income, net of tax		11,969		44,621
Less treasury shares of 10,438,198 and 10,285,329, respectively, at cost		(378,237)		(360,226)
Accumulated other comprehensive income (loss), net of tax						Accumulated other comprehensive income (loss), net of tax	(142,609)		44,621
Less treasury shares of 11,528,265 and 10,285,329, respectively, at cost						Less treasury shares of 11,528,265 and 10,285,329, respectively, at cost	(476,558)		(360,226)
Stockholders’ equity attributable to THOR Industries, Inc.	Stockholders’ equity attributable to THOR Industries, Inc.	3,102,839		2,921,843		Stockholders’ equity attributable to THOR Industries, Inc.	3,433,891		2,921,843
Non-controlling interests	Non-controlling interests	29,403		26,263		Non-controlling interests	7,292		26,263
Total stockholders’ equity	Total stockholders’ equity	3,132,242		2,948,106		Total stockholders’ equity	3,441,183		2,948,106
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	7,768,771	$	6,654,088	TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	7,735,500	$	6,654,088

See Notes to the Condensed Consolidated Financial Statements.

THOR INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (UNAUDITED)

Three Months Ended October 31,
2021 2020
Net sales $ 3,958,224 $ 2,537,360
Cost of products sold 3,302,800 2,158,508
Gross profit 655,424 378,852
Selling, general and administrative expenses 295,883 181,763
Amortization of intangible assets 33,214 27,427
Interest income 193 318
Interest expense 20,913 24,276
Other income, net 7,235 615
Income before income taxes 312,842 146,319
Income tax provision 68,039 30,680
Net income 244,803 115,639
Less: Net income attributable to non-controlling interests 2,561 1,882
Net income attributable to THOR Industries, Inc. $ 242,242 $ 113,757
Weighted-average common shares outstanding:
Basic 55,422,854 55,238,164
Diluted 55,790,712 55,554,682
Earnings per common share:
Basic $ 4.37 $ 2.06
Diluted $ 4.34 $ 2.05
Comprehensive income:
Net income $ 244,803 $ 115,639
Other comprehensive income (loss), net of tax
Foreign currency translation adjustment (35,167) (18,993)
Unrealized gain on derivatives, net of tax 2,355 3,332
Total other comprehensive income (loss), net of tax (32,812) (15,661)
Total Comprehensive income 211,991 99,978
Less: Comprehensive income attributable to non-controlling interests 2,401 1,995
Comprehensive income attributable to THOR Industries, Inc. $ 209,590 $ 97,983


	Three Months Ended April 30,				Nine Months Ended April 30,
	2022		2021		2022		2021
Net sales	$	4,657,517	$	3,459,264	$	12,490,759	$	8,724,412
Cost of products sold	3,850,072		2,953,984		10,352,616		7,425,403
Gross profit	807,445		505,280		2,138,143		1,299,009
Selling, general and administrative expenses	281,676		231,834		845,009		619,786
Amortization of intangible assets	40,725		30,480		117,288		87,110


Interest income	570		142		854		662
Interest expense	22,859		26,808		68,370		75,248
Other income (expense), net	(348)		16,379		13,172		25,430
Income before income taxes	462,407		232,679		1,121,502		542,957
Income tax provision	116,389		49,960		265,046		113,409
Net income	346,018		182,719		856,456		429,548
Less: Net (loss) attributable to non-controlling interests	(2,033)		(592)		(405)		(44)
Net income attributable to THOR Industries, Inc.	$	348,051	$	183,311	$	856,861	$	429,592

Weighted-average common shares outstanding:
Basic	54,906,356		55,366,241		55,278,320		55,323,080
Diluted	55,068,783		55,723,378		55,507,023		55,615,107

Earnings per common share:
Basic	$	6.34	$	3.31	$	15.50	$	7.77
Diluted	$	6.32	$	3.29	$	15.44	$	7.72




Comprehensive income:
Net income	$	346,018	$	182,719	$	856,456	$	429,548
Other comprehensive income (loss), net of tax
Foreign currency translation adjustment	(90,910)		(7,449)		(196,051)		33,691
Unrealized gain on derivatives, net of tax	3,620		2,929		8,104		8,612
Other (loss), net of tax	—		—		(372)		—
Total other comprehensive income (loss), net of tax	(87,290)		(4,520)		(188,319)		42,303
Total Comprehensive income	258,728		178,199		668,137		471,851
Less: Comprehensive income (loss) attributable to non-controlling interests	(2,417)		(647)		(1,494)		41
Comprehensive income attributable to THOR Industries, Inc.	$	261,145	$	178,846	$	669,631	$	471,810

See Notes to the Condensed Consolidated Financial Statements.

THOR INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

Three Months Ended October 31,
2021 2020
Cash flows from operating activities:
Net income $ 244,803 $ 115,639
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation 31,739 26,812
Amortization of intangible assets 33,214 27,427
Amortization of debt issuance costs 2,424 2,723
Deferred income tax (benefit) provision (5,253) 4,601
(Gain) loss on disposition of property, plant and equipment 629 (79)
Stock-based compensation expense 6,027 5,768
Changes in assets and liabilities:
Accounts receivable (167,685) (36,495)
Inventories, net (236,915) (322,047)
Prepaid income taxes, expenses and other 4,729 (14,857)
Accounts payable 71,613 127,585
Accrued liabilities 50,016 (20,601)
Long-term liabilities and other 6,451 2,234
Net cash provided by (used in) operating activities 41,792 (81,290)
Cash flows from investing activities:
Purchases of property, plant and equipment (43,224) (24,708)
Proceeds from dispositions of property, plant and equipment 141 975
Business acquisitions, net of cash acquired (747,937) (22,700)
Net cash used in investing activities (791,020) (46,433)
Cash flows from financing activities:
Borrowings on revolving asset-based credit facilities 660,088 ��
Payments on revolving asset-based credit facilities (500,000) —
Proceeds from issuance of senior unsecured notes 500,000 —
Payments on term-loan credit facilities — (59,700)
Payments on other debt (1,959) (3,096)
Payments of debt issuance costs (8,445) —
Payments on finance lease obligations (262) (119)
Short-term financial obligations and other, net (5,825) (5,580)
Net cash provided by (used in) financing activities 643,597 (68,495)
Effect of exchange rate changes on cash and cash equivalents and restricted cash (3,778) (4,935)
Net decrease in cash and cash equivalents and restricted cash (109,409) (201,153)
Cash and cash equivalents and restricted cash, beginning of period 448,706 541,363
Cash and cash equivalents and restricted cash, end of period 339,297 340,210
Less: restricted cash 3,060 2,808
Cash and cash equivalents, end of period $ 336,237 $ 337,402
Supplemental cash flow information:
Income taxes paid $ 17,956 $ 48,788
Interest paid $ 16,868 $ 18,207
Non-cash investing and financing transactions:
Capital expenditures in accounts payable $ 4,320 $ 1,602
Quarterly dividends payable $ 23,917 $ 22,700


	Nine Months Ended April 30,
	2022		2021
Cash flows from operating activities:
Net income	$	856,456	$	429,548
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	95,206		82,533
Amortization of intangible assets	117,288		87,110
Amortization of debt issuance costs	8,457		12,825


Deferred income tax benefit	(18,830)		(4,499)
(Gain) loss on disposition of property, plant and equipment	833		(296)
Stock-based compensation expense	22,736		21,424
Changes in assets and liabilities:
Accounts receivable	(256,180)		(175,635)
Inventories, net	(338,852)		(632,506)
Prepaid income taxes, expenses and other	(4,578)		(28,280)
Accounts payable	78,897		341,535

Accrued liabilities	92,693		32,581
Long-term liabilities and other	(16,577)		8,733
Net cash provided by operating activities	637,549		175,073
Cash flows from investing activities:
Purchases of property, plant and equipment	(170,702)		(81,162)
Proceeds from dispositions of property, plant and equipment	823		1,742
Business acquisitions, net of cash acquired	(781,967)		(310,938)


Other	(20,000)		9,330
Net cash used in investing activities	(971,846)		(381,028)
Cash flows from financing activities:

Borrowings on revolving asset-based credit facilities	660,088		225,676
Payments on revolving asset-based credit facilities	(559,035)		(114,836)
Proceeds from issuance of senior unsecured notes	500,000		—
Payments on term-loan credit facilities	(124,565)		(59,700)

Payments on other debt	(7,842)		(9,711)
Payments of debt issuance costs	(8,445)		—
Regular cash dividends paid	(71,496)		(68,100)
Payments on finance lease obligations	(801)		(492)
Purchases of treasury shares	(98,321)		—
Payments related to vesting of stock-based awards	(18,011)		(8,317)
Short-term financial obligations and other, net	(21,120)		(7,323)
Net cash provided by (used in) financing activities	250,452		(42,803)
Effect of exchange rate changes on cash and cash equivalents and restricted cash	(32,882)		4,857
Net decrease in cash and cash equivalents and restricted cash	(116,727)		(243,901)
Cash and cash equivalents and restricted cash, beginning of period	448,706		541,363
Cash and cash equivalents and restricted cash, end of period	331,979		297,462
Less: restricted cash	2,682		2,900
Cash and cash equivalents, end of period	$	329,297	$	294,562
Supplemental cash flow information:
Income taxes paid	$	270,063	$	172,397
Interest paid	$	59,454	$	62,048
Non-cash investing and financing transactions:
Capital expenditures in accounts payable	$	7,914	$	3,497

See Notes to the Condensed Consolidated Financial Statements.


THOR INDUSTRIES, INC. AND SUBSIDIARIES	THOR INDUSTRIES, INC. AND SUBSIDIARIES																			THOR INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY	CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY																			CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE THREE MONTHS ENDED OCTOBER 31, 2021 AND 2020 (UNAUDITED)
FOR THE THREE AND NINE MONTHS ENDED APRIL 30, 2022 AND 2021 (UNAUDITED)																				FOR THE THREE AND NINE MONTHS ENDED APRIL 30, 2022 AND 2021 (UNAUDITED)

																					Three Months Ended April 30, 2022
																												Accumulated					Stockholders’
																								Additional				Other					Equity		Non-		Total
																					Common Stock			Paid-In		Retained		Comprehensive		Treasury Stock			Attributable		controlling		Stockholders’
																					Shares	Amount		Capital		Earnings		Income (Loss)		Shares	Amount		to THOR		Interests		Equity
Balance at February 1, 2022																				Balance at February 1, 2022	66,059,403	$	6,606	$	479,946	$	3,231,378	$	(55,703)	11,029,159	$	(436,568)	$	3,225,659	$	27,925	$	3,253,584
Net income (loss)																				Net income (loss)	—	—		—		348,051		—		—	—		348,051		(2,033)		346,018
Purchases of treasury shares																				Purchases of treasury shares	—	—		—		—		—		499,106	(39,990)		(39,990)		—		(39,990)
Restricted stock unit activity																				Restricted stock unit activity	—	—		(526)		—		—		—	—		(526)		—		(526)
Dividends $0.43 per common share																				Dividends $0.43 per common share	—	—		—		(23,663)		—		—	—		(23,663)		—		(23,663)
Stock-based compensation expense																				Stock-based compensation expense	—	—		9,750		—		—		—	—		9,750		—		9,750
Other comprehensive income (loss)																				Other comprehensive income (loss)	—	—		—		—		(86,906)		—	—		(86,906)		(384)		(87,290)
Dividend paid to non-controlling interest																				Dividend paid to non-controlling interest	—	—		—		—		—		—	—		—		(555)		(555)
Acquisitions																				Acquisitions	—	—		1,516		—		—		—	—		1,516		(17,661)		(16,145)
Balance at April 30, 2022																				Balance at April 30, 2022	66,059,403	$	6,606	$	490,686	$	3,555,766	$	(142,609)	11,528,265	$	(476,558)	$	3,433,891	$	7,292	$	3,441,183

		Three Months Ended October 31, 2021																			Nine Months Ended April 30, 2022
									Accumulated					Stockholders’														Accumulated					Stockholders’
					Additional				Other					Equity		Non-		Total						Additional				Other					Equity		Non-		Total
		Common Stock			Paid-In		Retained		Comprehensive		Treasury Stock			Attributable		controlling		Stockholders’			Common Stock			Paid-In		Retained		Comprehensive		Treasury Stock			Attributable		controlling		Stockholders’
		Shares	Amount		Capital		Earnings		Income (Loss)		Shares	Amount		to THOR		Interests		Equity			Shares	Amount		Capital		Earnings		Income (Loss)		Shares	Amount		to THOR		Interests		Equity
Balance at August 1, 2021	Balance at August 1, 2021	65,651,570	$	6,565	$	460,482	$	2,770,401	$	44,621	10,285,329	$	(360,226)	$	2,921,843	$	26,263	$	2,948,106	Balance at August 1, 2021	65,651,570	$	6,565	$	460,482	$	2,770,401	$	44,621	10,285,329	$	(360,226)	$	2,921,843	$	26,263	$	2,948,106
Net income		—	—		—		242,242		—		—	—		242,242		2,561		244,803
Net income (loss)																				Net income (loss)	—	—		—		856,861		—		—	—		856,861		(405)		856,456
Purchases of treasury shares																				Purchases of treasury shares	—	—		—		—		—		1,090,067	(98,321)		(98,321)		—		(98,321)
Restricted stock unit activity	Restricted stock unit activity	406,720	41		7,266		—		—		152,869	(18,011)		(10,704)		—		(10,704)		Restricted stock unit activity	407,833	41		5,952		—		—		152,869	(18,011)		(12,018)		—		(12,018)
Dividends $0.43 per common share		—	—		—		(23,917)		—		—	—		(23,917)		—		(23,917)
Dividends $1.29 per common share																				Dividends $1.29 per common share	—	—		—		(71,496)		—		—	—		(71,496)		—		(71,496)
Stock-based compensation expense	Stock-based compensation expense	—	—		6,027		—		—		—	—		6,027		—		6,027		Stock-based compensation expense	—	—		22,736		—		—		—	—		22,736		—		22,736
Other comprehensive income (loss)	Other comprehensive income (loss)	—	—		—		—		(32,652)		—	—		(32,652)		(160)		(32,812)		Other comprehensive income (loss)	—	—		—		—		(187,230)		—	—		(187,230)		(1,089)		(188,319)
Dividend paid to non-controlling interest																				Dividend paid to non-controlling interest	—	—		—		—		—		—	—		—		(555)		(555)
Acquisitions																				Acquisitions	—	—		1,516		—		—		—	—		1,516		(16,922)		(15,406)
Balance at April 30, 2022																				Balance at April 30, 2022	66,059,403	$	6,606	$	490,686	$	3,555,766	$	(142,609)	11,528,265	$	(476,558)	$	3,433,891	$	7,292	$	3,441,183

Acquisitions		—	—		—		—		—		—	—		—		739		739
Balance at October 31, 2021		66,058,290	$	6,606	$	473,775	$	2,988,726	$	11,969	10,438,198	$	(378,237)	$	3,102,839	$	29,403	$	3,132,242

See Notes to the Condensed Consolidated Financial Statements.

Three Months Ended October 31, 2020
Accumulated Stockholders’
Additional Other Equity Non- Total
Common Stock Paid-In Retained Comprehensive Treasury Stock Attributable controlling Stockholders’
Shares Amount Capital Earnings Income (Loss) Shares Amount to THOR Interests Equity
Balance at August 1, 2020 65,396,531 $ 6,540 $ 436,828 $ 2,201,330 $ 26,993 10,197,775 $ (351,909) $ 2,319,782 $ 25,787 $ 2,345,569
Net income — — — 113,757 — — — 113,757 1,882 115,639
Restricted stock unit activity 255,039 25 198 — — 87,554 (8,317) (8,094) — (8,094)
Dividends $0.41 per common share — — — (22,700) — — — (22,700) — (22,700)
Stock-based compensation expense — — 5,768 — — — — 5,768 — 5,768
Other comprehensive income (loss) — — — — (15,774) — — (15,774) 113 (15,661)
Balance at October 31, 2020 65,651,570 $ 6,565 $ 442,794 $ 2,292,387 $ 11,219 10,285,329 $ (360,226) $ 2,392,739 $ 27,782 $ 2,420,521


THOR INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE THREE AND NINE MONTHS ENDED APRIL 30, 2022 AND 2021 (UNAUDITED)

	Three Months Ended April 30, 2021
								Accumulated					Stockholders’
				Additional				Other					Equity		Non-		Total
	Common Stock			Paid-In		Retained		Comprehensive		Treasury Stock			Attributable		controlling		Stockholders’
	Shares	Amount		Capital		Earnings		Income (Loss)		Shares	Amount		to THOR		Interests		Equity
Balance at February 1, 2021	65,651,570	$	6,565	$	448,010	$	2,402,211	$	73,676	10,285,329	$	(360,226)	$	2,570,236	$	26,475	$	2,596,711
Net income (loss)	—	—		—		183,311		—		—	—		183,311		(592)		182,719
Restricted stock unit activity	—	—		(2,049)		—		—		—	—		(2,049)		—		(2,049)
Dividends $0.41 per common share	—	—		—		(22,700)		—		—	—		(22,700)		—		(22,700)
Stock-based compensation expense	—	—		8,366		—		—		—	—		8,366		—		8,366
Other comprehensive income (loss)	—	—		—		—		(4,465)		—	—		(4,465)		(55)		(4,520)

Dividend paid to non-controlling interests	—	—		—		—		—		—	—		—		(605)		(605)
Balance at April 30, 2021	65,651,570	$	6,565	$	454,327	$	2,562,822	$	69,211	10,285,329	$	(360,226)	$	2,732,699	$	25,223	$	2,757,922

	Nine Months Ended April 30, 2021
								Accumulated					Stockholders’
				Additional				Other					Equity		Non-		Total
	Common Stock			Paid-In		Retained		Comprehensive		Treasury Stock			Attributable		controlling		Stockholders’
	Shares	Amount		Capital		Earnings		Income (Loss)		Shares	Amount		to THOR		Interests		Equity
Balance at August 1, 2020	65,396,531	$	6,540	$	436,828	$	2,201,330	$	26,993	10,197,775	$	(351,909)	$	2,319,782	$	25,787	$	2,345,569
Net income (loss)	—	—		—		429,592		—		—	—		429,592		(44)		429,548
Restricted stock unit activity	255,039	25		(3,925)		—		—		87,554	(8,317)		(12,217)		—		(12,217)
Dividends $1.23 per common share	—	—		—		(68,100)		—		—	—		(68,100)		—		(68,100)
Stock-based compensation expense	—	—		21,424		—		—		—	—		21,424		—		21,424
Other comprehensive income (loss)	—	—		—		—		42,218		—	—		42,218		85		42,303

Dividend paid to non-controlling interests	—	—		—		—		—		—	—		—		(605)		(605)
Balance at April 30, 2021	65,651,570	$	6,565	$	454,327	$	2,562,822	$	69,211	10,285,329	$	(360,226)	$	2,732,699	$	25,223	$	2,757,922

See Notes to the Condensed Consolidated Financial Statements.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(All U.S. Dollar, Euro and British Pound Sterling amounts presented in thousands except share and per share data or except as otherwise specified)

1. Nature of Operations and Accounting Policies

Nature of Operations

THOR Industries, Inc. was founded in 1980 and is the sole owner of operating subsidiaries (collectively, the “Company” or “THOR”), that, combined, represent the world's largest manufacturer of recreational vehicles (“RVs”). The Company manufactures a wide variety of RVs ~~primarily~~ in the United States and Europe and sells those vehicles, as well as related parts and accessories, primarily to independent, non-franchise dealers throughout the United States, Canada and Europe. ~~The Company also sells component parts to both RV and original equipment manufacturers, including aluminum extruded components, and sells aftermarket component parts through dealers and retailers.~~ Unless the context requires or indicates otherwise, all references to “THOR,” the “Company,” “we,” “our” and “us” refer to THOR Industries, Inc. and its subsidiaries.

The July 31, 2021 amounts are derived from the annual audited financial statements of THOR. 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 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 fiscal year ended July 31, 2021. Due to seasonality within the recreational vehicle industry, and the impact of the ongoing ~~COVID-19 pandemic and~~ supply ~~constraints~~chain disruptions on our industry, among other factors, annualizing the results of operations for the ~~three~~nine months ended ~~October 31, 2021~~April 30, 2022 would not necessarily be indicative of the results expected for the full fiscal year.

2. Acquisitions

Airxcel

On September 1, 2021, the Company acquired Wichita, Kansas-based AirX Intermediate, Inc. (“Airxcel”). Airxcel manufactures a comprehensive line of high-quality component products which are sold primarily to original equipment RV manufacturers as well as consumers via aftermarket sales through dealers and retailers. Airxcel provides industry-leading products in recreational vehicle heating, cooling, ventilation, cooking, window coverings, sidewalls and roofing materials, among others. The ~~purchase price of~~initial cash consideration for the Airxcel acquisition was $750,000 in cash, is subject to ~~standard post-closing~~ adjustments, and was funded through a combination of cash-on-hand and $625,000 of borrowings from the ~~Company’s~~Company's asset-based credit facility (“ABL”). The total cash consideration to be paid was subject to the final determination of the actual acquired net working capital as of the close of business on September 1, 2021, which was finalized in the second quarter of fiscal 2022 and the true-up reduced the cash consideration to $745,279, net of cash acquired. In conjunction with the Airxcel acquisition, the Company expanded its existing ABL facility from $750,000 to $1,000,000, favorably amended certain terms of the ~~ABL~~ agreement and extended the term of the ABL as discussed in Note 12 to the Condensed Consolidated Financial Statements. The interest rate ~~remains~~provisions remain unchanged.

The Company acquired Airxcel as part of its long-term, strategic growth plan and the acquisition is expected to provide numerous benefits, including strengthening the RV supply chain, diversifying its revenue sources and expanding ~~Airxcel's~~Airxcel’s supply chain business in North ~~American~~America and Europe. Airxcel ~~will operate~~operates as an independent operation in the same manner as the Company's other subsidiaries.

The results of Airxcel are included in the Company’s Condensed Consolidated Statements of Income and Comprehensive Income since the September 1, 2021 acquisition date. Airxcel recorded net sales of ~~$88,778,~~$371,503, net of intercompany sales, and net income before income taxes, net of intercompany profit elimination, ~~was not material~~of $25,595 for the ~~three months ended October 31, 2021.~~period from the date of acquisition through April 30, 2022. Net income before income taxes ~~included~~includes a charge of $6,791 related to the step-up in assigned value of acquired Airxcel inventory that was included in cost of products sold, ~~in the current period,~~ and also includes ~~$2,184~~$25,930 in amortization expense related to the acquired intangible assets.

From the acquisition date through April 30, 2022, the Company made immaterial measurement period adjustments to better reflect the facts and circumstances that existed at the acquisition date. The following table summarizes the ~~preliminary~~ estimated fair values of the Airxcel net assets acquired on the acquisition date. The Company is in the process of ~~conducting a~~finalizing the fair value ~~analysis. While all~~analysis, but this analysis has not been fully completed. The provisional amounts ~~remain subject~~included below, related to ~~adjustment, the areas subject to the most significant potential adjustment are intangible assets,~~ deferred income tax liabilities and certain accrued ~~expenses.~~expenses, remain subject to potential adjustment. The Company expects to finalize these values as soon as practical and no later than one year from the acquisition date.


Cash	$	23,404
Inventory	71,150
Other assets	~~61,921~~62,657
Property, plant and equipment	~~40,853~~40,518
Amortizable intangible assets:
Customer relationships	284,000
Trademarks	56,900
Design technology assets	60,600
Backlog	700
Goodwill	~~368,639~~368,688
Current liabilities	~~(109,336)~~(109,586)
Deferred income tax liabilities	(79,115)
Other liabilities	(10,494)
Non-controlling interest	(739)
Total fair value of net assets acquired	~~768,483~~768,683
Less cash acquired	(23,404)
Total cash consideration for acquisition, less cash acquired	$	~~745,079~~745,279

On the acquisition date, amortizable intangible assets had a weighted-average useful life of 18.3 years. The customer relationships were valued based on the Discounted Cash Flow Method and ~~will be~~are being amortized on an accelerated basis over 20 years. The trademarks were valued on the Relief from Royalty Method and ~~will be~~are being amortized on a straight-line basis over 20 years. The design technology assets were valued on the Relief from Royalty Method and ~~will be~~are being amortized on a straight-line basis over 10 years. Backlog was valued based on the Discounted Cash Flow Method and ~~will be~~was amortized on a straight-line basis over 2two months. The ~~vast~~ majority of the goodwill recognized as a result of this transaction is not deductible for tax purposes.

Tiffin Group

On December 18, 2020, the Company acquired ~~all of the issued and outstanding capital stock of~~ luxury motorized recreational vehicle manufacturer Tiffin Motorhomes, Inc., including fifth wheel towable recreational vehicle manufacturer Vanleigh RV, and certain other associated operating and supply companies, which primarily supply component parts and services to Tiffin Motorhomes, Inc. and Vanleigh RV (collectively, the “Tiffin Group”). Tiffin Group, LLC, a wholly-owned subsidiary of the Company, owns the Tiffin Group. Tiffin Motorhomes, Inc. operates out of various locations in Alabama while Vanleigh RV operates out of Mississippi.

The ~~initial~~ cash consideration for the acquisition of the Tiffin Group was ~~approximately $300,000, subject to adjustment,~~$288,238, net of cash acquired, and was funded through existing cash-on-hand as well as $165,000 in borrowings from the Company’s existing asset-based credit facility.

The following table summarizes the final fair values of the Tiffin Group net assets acquired on the acquisition date.


Cash	$	13,074
Inventory	116,441
Other assets	53,860
Property, plant and equipment	48,262
Amortizable intangible assets:
Dealer network	92,200
Trademarks	32,100
Non-compete agreements	1,400
Backlog	4,800
Goodwill	65,064
Current liabilities	(81,423)
Deferred income tax liabilities	(37,263)
Other liabilities	(7,203)
Total fair value of net assets acquired	301,312
Less cash acquired	(13,074)
Total cash consideration for acquisition, less cash acquired	$	288,238

On the acquisition date, amortizable intangible assets had a weighted-average useful life of 18.8 years. The dealer network was valued based on the Discounted Cash Flow Method and is being amortized on an accelerated basis over 18 to 20 years. The trademarks were valued on the Relief from Royalty Method and isare being amortized on a straight-line basis over 20 years. Backlogs were valued based on the Discounted Cash Flow Method and were amortized on a straight-line basis over five to seven months. Generally, the goodwill recognized as a result of this transaction is not deductible for tax purposes.

The following unaudited pro forma information represents the Company’s results of operations as if the fiscal 2022 acquisition of Airxcel had occurred at the beginning of fiscal 2021 and the fiscal 2021 acquisition of the Tiffin Group had occurred at the beginning of fiscal 2020. These pro forma results may not be indicative of the actual results that would have occurred under the ownership and management of the Company.


		Three Months Ended		Three Months Ended			Three Months Ended April 30,
		October 31, 2021		October 31, 2020			2022		2021
Net sales	Net sales	$	4,005,682	$	2,813,236	Net sales	$	4,657,517	$	3,595,680
Net income attributable to THOR Industries, Inc.	Net income attributable to THOR Industries, Inc.	$	249,055	$	117,489	Net income attributable to THOR Industries, Inc.	$	348,051	$	190,564
Basic earnings per common share	Basic earnings per common share	$	4.49	$	2.13	Basic earnings per common share	$	6.34	$	3.44
Diluted earnings per common share	Diluted earnings per common share	$	4.46	$	2.11	Diluted earnings per common share	$	6.32	$	3.42


	Nine Months Ended April 30,
	2022		2021
Net sales	$	12,538,217	$	9,352,649
Net income attributable to THOR Industries, Inc.	$	863,674	$	457,147
Basic earnings per common share	$	15.62	$	8.26
Diluted earnings per common share	$	15.56	$	8.22

Togo Group

As discussed in Note 2 to the Company’s Consolidated Financial Statements included in the Fiscal 2021 Form 10-K, the Company held a 73.5% ownership interest in the Togo Group, which was rebranded as Roadpass Digital in November 2021. During the third quarter of fiscal 2022, the Company acquired the remaining interest in Togo Group for $16,144 in cash, and as a result holds a 100% ownership interest in Togo Group as of April 30, 2022.

3. Business Segments

The Company has 3 reportable segments, all related to recreational vehicles: (1) North American Towables, (2) North American Motorized and (3) European. The operations of the ~~Company's~~Company’s Postle, ~~Togo Group (rebranded as~~ Roadpass Digital ~~in November 2021)~~(formerly Togo Group) and ~~recently acquired~~ Airxcel subsidiaries are included in Other. Net sales included in Other related primarily to the sale of component parts and aluminum extrusions. Intercompany eliminations adjust for Postle and Airxcel sales primarily to the Company’s North American ~~towable~~Towables and North American ~~motorized~~Motorized segments, which are consummated at established transfer prices generally consistent with the selling prices of products to third parties.

The following tables reflect certain financial information by reportable segment:

Three Months Ended October 31,
NET SALES: 2021 2020
Recreational vehicles
North American Towables $ 2,240,834 $ 1,392,044
North American Motorized 925,028 493,855
Total North America 3,165,862 1,885,899
European 632,997 602,488
Total recreational vehicles 3,798,859 2,488,387
Other 257,830 80,707
Intercompany eliminations (98,465) (31,734)
Total $ 3,958,224 $ 2,537,360


	Three Months Ended April 30,				Nine Months Ended April 30,
NET SALES:	2022		2021		2022		2021
Recreational vehicles
North American Towables	$	2,640,137	$	1,726,102	$	6,866,059	$	4,491,327
North American Motorized	1,053,045		775,393		2,954,879		1,846,243
Total North America	3,693,182		2,501,495		9,820,938		6,337,570
European	724,002		894,240		2,080,729		2,230,191
Total recreational vehicles	4,417,184		3,395,735		11,901,667		8,567,761
Other	383,170		106,960		935,146		262,381
Intercompany eliminations	(142,837)		(43,431)		(346,054)		(105,730)
Total	$	4,657,517	$	3,459,264	$	12,490,759	$	8,724,412


		Three Months Ended October 31,			Three Months Ended April 30,						Nine Months Ended April 30,
INCOME (LOSS) BEFORE INCOME TAXES:	INCOME (LOSS) BEFORE INCOME TAXES:		2021			2020		INCOME (LOSS) BEFORE INCOME TAXES:	2022		2021		2022		2021

Recreational vehicles	Recreational vehicles							Recreational vehicles
North American Towables	North American Towables		$	266,282		$	141,179	North American Towables	$	326,697	$	167,693	$	868,874	$	456,752
North American Motorized	North American Motorized		88,898			41,567		North American Motorized	116,293		54,780		309,228		139,768
Total North America	Total North America		355,180			182,746		Total North America	442,990		222,473		1,178,102		596,520
European	European		(17,976)			(5,506)		European	20,559		43,993		12,248		48,703
Total recreational vehicles	Total recreational vehicles		337,204			177,240		Total recreational vehicles	463,549		266,466		1,190,350		645,223
Other, net	Other, net		23,529			11,490		Other, net	46,910		16,667		93,531		37,801
Corporate	Corporate		(47,891)			(42,411)		Corporate	(48,052)		(50,454)		(162,379)		(140,067)
Total	Total		$	312,842		$	146,319	Total	$	462,407	$	232,679	$	1,121,502	$	542,957

TOTAL ASSETS: October 31, 2021 July 31, 2021
Recreational vehicles
North American Towables $ 2,137,149 $ 1,870,577
North American Motorized 1,244,251 1,073,506
Total North America 3,381,400 2,944,083
European 2,872,828 2,975,821
Total recreational vehicles 6,254,228 5,919,904
Other 1,223,899 272,350
Corporate 290,644 461,834
Total $ 7,768,771 $ 6,654,088

910


DEPRECIATION AND INTANGIBLE AMORTIZATION EXPENSE:		Three Months Ended October 31,
			2021		2020
TOTAL ASSETS:							TOTAL ASSETS:	April 30, 2022		July 31, 2021
Recreational vehicles	Recreational vehicles						Recreational vehicles
North American Towables	North American Towables		$	16,302	$	15,807	North American Towables	$	2,268,957	$	1,870,577
North American Motorized	North American Motorized		7,022		3,770		North American Motorized	1,247,443		1,073,506
Total North America	Total North America		23,324		19,577		Total North America	3,516,400		2,944,083
European	European		34,713		31,323		European	2,565,984		2,975,821
Total recreational vehicles	Total recreational vehicles		58,037		50,900		Total recreational vehicles	6,082,384		5,919,904
Other	Other		6,480		2,911		Other	1,270,417		272,350
Corporate	Corporate		436		428		Corporate	382,699		461,834
Total	Total		$	64,953	$	54,239	Total	$	7,735,500	$	6,654,088


		Three Months Ended October 31,
CAPITAL ACQUISITIONS:			2021		2020
DEPRECIATION AND INTANGIBLE AMORTIZATION EXPENSE:							DEPRECIATION AND INTANGIBLE AMORTIZATION EXPENSE:	Three Months Ended April 30,				Nine Months Ended April 30,
								2022		2021		2022		2021
Recreational vehicles	Recreational vehicles						Recreational vehicles
North American Towables	North American Towables		$	13,134	$	9,408	North American Towables	$	16,149	$	16,904	$	48,764	$	49,029
North American Motorized	North American Motorized		8,629		1,745		North American Motorized	7,388		7,008		21,517		16,112
Total North America	Total North America		21,763		11,153		Total North America	23,537		23,912		70,281		65,141
European	European		14,802		9,894		European	31,501		31,251		99,910		94,182
Total recreational vehicles	Total recreational vehicles		36,565		21,047		Total recreational vehicles	55,038		55,163		170,191		159,323
Other	Other		4,417		1,444		Other	16,177		3,108		41,014		9,058
Corporate	Corporate		34		361		Corporate	431		418		1,289		1,262
Total	Total		$	41,016	$	22,852	Total	$	71,646	$	58,689	$	212,494	$	169,643


	Three Months Ended April 30,				Nine Months Ended April 30,
CAPITAL ACQUISITIONS:	2022		2021		2022		2021
Recreational vehicles
North American Towables	$	19,833	$	9,750	$	54,446	$	26,071
North American Motorized	9,885		6,716		25,205		12,191
Total North America	29,718		16,466		79,651		38,262
European	16,173		14,889		70,400		38,105
Total recreational vehicles	45,891		31,355		150,051		76,367
Other	9,272		1,427		21,452		4,087
Corporate	501		358		584		747
Total	$	55,664	$	33,140	$	172,087	$	81,201

4. Earnings Per Common Share

The following table reflects the weighted-average common shares used to compute basic and diluted earnings per common share as included on the Condensed Consolidated Statements of Income and Comprehensive Income:


		Three Months Ended October 31,		Three Months Ended April 30,				Nine Months Ended April 30,
			2021		2020		2022	2021	2022	2021
Weighted-average common shares outstanding for basic earnings per share	Weighted-average common shares outstanding for basic earnings per share		55,422,854		55,238,164	Weighted-average common shares outstanding for basic earnings per share	54,906,356	55,366,241	55,278,320	55,323,080
Unvested restricted stock units and performance stock units			367,858		316,518
Unvested restricted and performance stock units						Unvested restricted and performance stock units	162,427	357,137	228,703	292,027
Weighted-average common shares outstanding assuming dilution	Weighted-average common shares outstanding assuming dilution		55,790,712		55,554,682	Weighted-average common shares outstanding assuming dilution	55,068,783	55,723,378	55,507,023	55,615,107

~~The~~For the three months ended April 30, 2022 and 2021, the Company ~~excluded 30,333~~had 211,348 and ~~96,809~~86,946 unvested restricted stock units and performance stock units ~~that~~outstanding, respectively, which were excluded from this calculation as their effect would be antidilutive. For the nine months ended April 30, 2022 and 2021, the Company had 159,077 and 81,557 unvested restricted stock units and performance stock units outstanding, respectively, which were excluded from this calculation as their effect would have ~~an antidilutive effect from its calculation of weighted average shares outstanding assuming dilution at October 31, 2021 and October 31, 2020, respectively.~~been antidilutive.

5. Derivatives and Hedging

The fair value of our derivative instruments designated as cash flow hedges, and the associated notional amounts, presented on a pre-tax basis, were as follows:
October 31, 2021 July 31, 2021
Fair Value in Fair Value in
Other Current Other Current
Cash Flow Hedges Notional Liabilities Notional Liabilities
Foreign currency forward contracts $ 20,674 $ 282 $ 41,899 $ 88
Interest rate swap agreements 432,250 8,033 482,138 11,420
Total derivative financial instruments $ 452,924 $ 8,315 $ 524,037 $ 11,508


	April 30, 2022				July 31, 2021
			Fair Value in					Fair Value in
			Other Current					Other Current
Cash Flow Hedges	Notional		Liabilities			Notional		Liabilities
Foreign currency forward contracts	$	18,842	$	381		$	41,899	$	88
Interest rate swap agreements	326,300		482			482,138		11,420
Total derivative financial instruments	$	345,142	$	863		$	524,037	$	11,508

Foreign currency forward contracts outstanding at ~~October 31, 2021~~April 30, 2022 are used to exchange British Pounds Sterling (“GBP”) for Euro. The ~~total notional value of these contracts, including designated hedges and other contracts not designated, at October 31, 2021 is 15,000 GBP ($20,674), and these~~ contracts have various maturity dates through ~~January 31,~~July 29, 2022.

The Company entered into interest rate swaps to convert a portion of the Company’s long-term debt from ~~floating rate~~floating-rate to ~~fixed rate debt. As of October 31, 2021, the outstanding swaps had notional contract values of $432,250,~~fixed-rate debt, partially hedging the interest rate risk related to the Company’s U.S. dollar term loan tranche that matures in February 2026. ~~The Company’s other interest rate swaps not designated as hedging instruments had a notional contract value of $31,168 at October 31, 2021.~~

Net Investment Hedges

The foreign currency transaction gains and losses on the Euro-denominated portion of the term loan, which is designated and effective as a hedge of the Company’s net investment in its Euro-denominated functional currency subsidiaries, are included as a component of the foreign currency translation adjustment. Gains for the three months ended ~~October 31, 2021,~~April 30, 2022, net of tax, were ~~$9,240.~~$23,189 and gains for the nine months ended April 30, 2022, net of tax, were $50,817. Gains for the three months ended ~~October 31, 2020,~~April 30, 2021, net of tax, were ~~$5,482.~~$1,984 and losses for the nine months ended April 30, 2021, net of tax, were $8,969.

There were no amounts reclassified out of accumulated other comprehensive income (“AOCI”) pertaining to the net investment hedge during the ~~three-month~~three and nine-month periods ended ~~October 31,~~April 30, 2022 and April 30, 2021, ~~and October 31, 2020,~~ respectively.

Derivatives Not Designated as Hedging Instruments

The Company has certain other derivative instruments which have not been designated as hedges. These other derivative instruments had a notional amount totaling approximately ~~$31,168~~$27,065 and a fair value of ~~$1,786,~~$1,138, which is included in Other current liabilities in the Condensed Consolidated Balance Sheet as of ~~October 31, 2021.~~April 30, 2022. These other derivative instruments had a notional amount totaling approximately $32,466 and a fair value of $1,948, which is included in Other current liabilities in the Condensed Consolidated Balance Sheet as of July 31, 2021. For these derivative instruments, changes in fair value are recognized in earnings.

The total amounts presented in the Condensed Consolidated Statements of Income and Comprehensive Income due to changes in the fair value of the following derivative instruments are as follows:

Three Months Ended October 31,
2021 2020
Gain (Loss) on Derivatives Designated as Cash Flow Hedges
Gain (Loss) recognized in Other Comprehensive Income, net of tax
Foreign currency forward contracts $ (141) $ —
Interest rate swap agreements (1)
2,496 3,332
Total gain (loss) $ 2,355 $ 3,332


	Three Months Ended April 30,
	2022		2021
Gain on Derivatives Designated as Cash Flow Hedges

Gain recognized in Other Comprehensive Income, net of tax
Foreign currency forward contracts	$	411	$	422
Interest rate swap agreements (1)	3,209		2,507
Total gain	$	3,620	$	2,929

(1)Other comprehensive income (loss), net of tax, before reclassification from AOCI was ~~$607~~$1,888 and ~~$558~~$154 for the three months ended ~~October 31,~~April 30, 2022 and 2021, respectively.


	Nine Months Ended April 30,
	2022		2021
Gain (Loss) on Derivatives Designated as Cash Flow Hedges

Gain (Loss) recognized in Other Comprehensive Income, net of tax
Foreign currency forward contracts	$	(209)	$	356
Interest rate swap agreements (2)	8,313		8,256
Total gain (loss)	$	8,104	$	8,612

(2) Other comprehensive income (loss), net of tax, before reclassification from AOCI was $3,290 and ~~2020,~~$506 for the nine months ended April 30, 2022 and 2021, respectively.


	Three Months Ended April 30,
	2022				2021
			Interest					Interest
	Sales		Expense			Sales		Expense
Gain (Loss) Reclassified from AOCI, Net of Tax
Foreign currency forward contracts	$	(261)	$	—		$	(429)	$	—
Interest rate swap agreements	—		(1,321)			—		(2,353)
Gain (Loss) on Derivatives Not Designated as Hedging Instruments
Gain (loss) recognized in income, net of tax

Interest rate swap agreements	—		335			—		108
Total gain (loss)	$	(261)	$	(986)		$	(429)	$	(2,245)

1113


		Three Months Ended October 31,									Nine Months Ended April 30,
		2021				2020					2022				2021
				Interest					Interest							Interest				Interest
		Sales		Expense			Sales		Expense				Sales			Expense		Sales		Expense
Gain (Loss) Reclassified from AOCI, Net of Tax	Gain (Loss) Reclassified from AOCI, Net of Tax											Gain (Loss) Reclassified from AOCI, Net of Tax
Foreign currency forward contracts	Foreign currency forward contracts	$	(13)	$	—		$	—	$	—		Foreign currency forward contracts	$	(545)		$	—	$	(422)	$	—
Interest rate swap agreements	Interest rate swap agreements	—		(1,889)			—		(2,774)			Interest rate swap agreements	—			(5,023)		—		(7,750)
Gain (Loss) on Derivatives Not Designated as Hedging Instruments	Gain (Loss) on Derivatives Not Designated as Hedging Instruments											Gain (Loss) on Derivatives Not Designated as Hedging Instruments
Amount of loss recognized in income, net of tax
Gain (loss) recognized in income, net of tax												Gain (loss) recognized in income, net of tax

Interest rate swap agreements	Interest rate swap agreements	—		87			—		(38)			Interest rate swap agreements	—			424		—		62
Total gain (loss)	Total gain (loss)	$	(13)	$	(1,802)		$	—	$	(2,812)		Total gain (loss)	$	(545)		$	(4,599)	$	(422)	$	(7,688)

6. Inventories

Major classifications of inventories are as follows:

October 31, 2021 July 31, 2021
Finished goods – RV $ 124,858 $ 114,843
Finished goods – other 93,452 57,810
Work in process 432,513 376,594
Raw materials 706,689 602,106
Chassis 392,575 292,921
Subtotal 1,750,087 1,444,274
Excess of FIFO costs over LIFO costs (78,240) (74,890)
Total inventories, net $ 1,671,847 $ 1,369,384


	April 30, 2022		July 31, 2021
Finished goods – RV	$	126,512	$	114,843
Finished goods – other	117,190		57,810
Work in process	435,404		376,594
Raw materials	862,983		602,106
Chassis	300,730		292,921
Subtotal	1,842,819		1,444,274
Excess of FIFO costs over LIFO costs	(108,740)		(74,890)
Total inventories, net	$	1,734,079	$	1,369,384

Of the ~~$1,750,087~~$1,842,819 and $1,444,274 of inventories at ~~October 31, 2021~~April 30, 2022 and July 31, 2021, ~~$1,086,598~~$1,185,092 and $946,767, respectively, were valued on the first-in, first-out (“FIFO”) method, and ~~$663,489~~$657,727 and $497,507, respectively, were valued on the last-in, first-out (“LIFO”) method.

7. Property, Plant and Equipment

Property, plant and equipment consists of the following:

October 31, 2021 July 31, 2021
Land $ 149,202 $ 142,746
Buildings and improvements 847,315 837,065
Machinery and equipment 568,617 523,714
Rental vehicles 69,748 75,449
Lease right-of-use assets – operating 47,335 42,601
Lease right-of-use assets – finance 6,823 7,010
Total cost 1,689,040 1,628,585
Less accumulated depreciation (471,017) (443,454)
Property, plant and equipment, net $ 1,218,023 $ 1,185,131


	April 30, 2022		July 31, 2021
Land	$	146,154	$	142,746
Buildings and improvements	898,111		837,065
Machinery and equipment	595,344		523,714
Rental vehicles	51,499		75,449
Lease right-of-use assets – operating	46,405		42,601
Lease right-of-use assets – finance	6,450		7,010
Total cost	1,743,963		1,628,585
Less accumulated depreciation	(510,056)		(443,454)
Property, plant and equipment, net	$	1,233,907	$	1,185,131

See Note 15 to the Condensed Consolidated Financial Statements for further information regarding the lease right-of-use assets.

1214

8. Intangible Assets and Goodwill

The components of amortizable intangible assets are as follows:


		October 31, 2021				July 31, 2021					April 30, 2022				July 31, 2021
				Accumulated				Accumulated					Accumulated				Accumulated
		Cost		Amortization		Cost		Amortization			Cost		Amortization		Cost		Amortization
Dealer networks/customer relationships	Dealer networks/customer relationships	$	1,139,935	$	347,875	$	861,562	$	327,751	Dealer networks/customer relationships	$	1,101,130	$	395,387	$	861,562	$	327,751
Trademarks	Trademarks	366,152		66,670		311,208		62,675		Trademarks	354,944		73,863		311,208		62,675
Design technology and other intangibles	Design technology and other intangibles	273,370		67,615		215,956		62,237		Design technology and other intangibles	259,390		75,823		215,956		62,237

Non-compete agreements	Non-compete agreements	1,400		408		1,400		292		Non-compete agreements	1,400		642		1,400		292
Total amortizable intangible assets	Total amortizable intangible assets	$	1,780,857	$	482,568	$	1,390,126	$	452,955	Total amortizable intangible assets	$	1,716,864	$	545,715	$	1,390,126	$	452,955

Estimated future amortization expense is as follows:


For the remainder of the fiscal year ending July 31, 2022	For the remainder of the fiscal year ending July 31, 2022	$	126,544	For the remainder of the fiscal year ending July 31, 2022	$	39,826
For the fiscal year ending July 31, 2023	For the fiscal year ending July 31, 2023	147,390		For the fiscal year ending July 31, 2023	142,346
For the fiscal year ending July 31, 2024	For the fiscal year ending July 31, 2024	134,611		For the fiscal year ending July 31, 2024	130,006
For the fiscal year ending July 31, 2025	For the fiscal year ending July 31, 2025	122,120		For the fiscal year ending July 31, 2025	117,898
For the fiscal year ending July 31, 2026	For the fiscal year ending July 31, 2026	110,251		For the fiscal year ending July 31, 2026	106,362
For the fiscal year ending July 31, 2027 and thereafter	For the fiscal year ending July 31, 2027 and thereafter	657,373		For the fiscal year ending July 31, 2027 and thereafter	634,711
		$	1,298,289		$	1,171,149

Changes in the carrying amount of goodwill by reportable segment for the ~~three~~nine months ended ~~October 31, 2021~~April 30, 2022 are summarized as follows:


		North American Towables		North American Motorized		European		Other		Total			North American Towables		North American Motorized		European		Other		Total
Net balance as of August 1, 2021	Net balance as of August 1, 2021	$	344,975	$	53,875	$	1,041,697	$	122,708	$	1,563,255	Net balance as of August 1, 2021	$	344,975	$	53,875	$	1,041,697	$	122,708	$	1,563,255
Fiscal 2022 activity:	Fiscal 2022 activity:											Fiscal 2022 activity:
Goodwill acquired	Goodwill acquired	—		—		—		373,685		373,685		Goodwill acquired	—		—		—		389,838		389,838

Measurement period adjustments												Measurement period adjustments	—		—		—		134		134
Foreign currency translation	Foreign currency translation	—		—		(21,552)		—		(21,552)		Foreign currency translation	—		—		(118,354)		—		(118,354)

Net balance as of October 31, 2021		$	344,975	$	53,875	$	1,020,145	$	496,393	$	1,915,388
Net balance as of April 30, 2022												Net balance as of April 30, 2022	$	344,975	$	53,875	$	923,343	$	512,680	$	1,834,873

Changes in the carrying amount of goodwill by reportable segment for the ~~three~~nine months ended ~~October 31, 2020~~April 30, 2021 are summarized as follows:

North American Towables North American Motorized European Other Total
Net balance as of August 1, 2020 $ 333,786 $ — $ 1,037,929 $ 104,826 $ 1,476,541
Fiscal 2021 activity:
Goodwill acquired — — — 17,882 17,882
Foreign currency translation — — (13,140) — (13,140)
Net balance as of October 31, 2020 $ 333,786 $ — $ 1,024,789 $ 122,708 $ 1,481,283


	North American Towables		North American Motorized		European		Other		Total
Net balance as of August 1, 2020	$	333,786	$	—	$	1,037,929	$	104,826	$	1,476,541
Fiscal 2021 activity:
Goodwill acquired	18,845		43,491		—		17,882		80,218
Measurement period adjustments	(7,656)		8,225		—		—		569
Foreign currency translation	—		—		20,500		—		20,500

Net balance as of April 30, 2021	$	344,975	$	51,716	$	1,058,429	$	122,708	$	1,577,828

1315

9. Concentration of Risk

One dealer, FreedomRoads, LLC, accounted for 14% of the Company’s consolidated net sales for ~~both~~ the three-month ~~periods~~period ended ~~October 31,~~April 30, 2022 and 13% of the Company’s consolidated net sales for the three-month period ended April 30, 2021, and ~~October 31, 2020. The vast majority~~accounted for 14% of the Company’s consolidated net sales for the nine-month period ended April 30, 2022 and 13% for the nine-month period ended April 30, 2021, respectively. Sales to this dealer are reported within both the North American Towables and North American Motorized ~~reportable~~ segments. This dealer also accounted for ~~16% and~~ 15% of the Company’s consolidated trade accounts receivable at ~~October 31, 2021~~both April 30, 2022 and July 31, ~~2021, respectively.~~2021. The loss of this dealer could have a material effect on the Company’s business.

10. Fair Value Measurements

The financial assets and liabilities that are accounted for at fair value on a recurring basis at ~~October 31, 2021~~April 30, 2022 and July 31, 2021 are as follows:

Input Level October 31, 2021 July 31, 2021
Cash equivalents Level 1 $ 204 $ 204
Deferred compensation plan mutual fund assets Level 1 $ 55,269 $ 51,085
Foreign currency forward contract liability Level 2 $ 282 $ 88
Interest rate swap liabilities Level 2 $ 9,820 $ 13,369

Cash equivalents represent investments in government and other money market funds traded in an active market and are reported as a component of Cash and cash equivalents in the Condensed Consolidated Balance Sheets.


	Input Level	April 30, 2022		July 31, 2021

Deferred compensation plan mutual fund assets	Level 1	$	40,880	$	51,085

Foreign currency forward contract liability	Level 2	$	381	$	88
Interest rate swap liabilities	Level 2	$	1,620	$	13,369

Deferred compensation plan assets accounted for at fair value are investments in securities ~~(primarily mutual funds)~~ traded in an active market held for the benefit of certain employees of the Company as part of a deferred compensation plan. Additional plan investments in corporate-owned life insurance are recorded at their cash surrender value, not fair value, and therefore are not included above.

The fair value of foreign currency forward contracts is estimated by discounting the difference between the contractual forward price and the current available forward price for the residual maturity of the contract using observable market rates. The fair value of interest rate swaps is determined by discounting the estimated future cash flows based on the applicable observable yield curves.

11. Product Warranties

The Company generally provides retail customers of its products with a one-year or two-year warranty covering defects in material or workmanship, with longer warranties on certain structural components.

Changes in our product warranty liability during the indicated periods are as follows:


		Three Months Ended October 31,			Three Months Ended April 30,						Nine Months Ended April 30,
			2021			2020			2022		2021		2022		2021
Beginning balance	Beginning balance		$	267,620		$	252,869	Beginning balance	$	296,158	$	251,009	$	267,620	$	252,869
Provision	Provision		84,539			50,872		Provision	90,801		84,805		250,924		188,546
Payments	Payments		(70,253)			(57,575)		Payments	(74,496)		(73,767)		(212,532)		(191,706)
Acquisition	Acquisition		9,828			—		Acquisition	—		—		9,828		11,032
Foreign currency translation	Foreign currency translation		(1,117)			(612)		Foreign currency translation	(3,086)		(82)		(6,463)		1,224

Ending balance	Ending balance		$	290,617		$	245,554	Ending balance	$	309,377	$	261,965	$	309,377	$	261,965

1416

12. Long-Term Debt

The components of long-term debt are as follows:


		October 31, 2021		July 31, 2021			April 30, 2022		July 31, 2021
Term loan	Term loan	$	1,527,639	$	1,540,013	Term loan	$	1,347,392	$	1,540,013
Asset-based credit facility	Asset-based credit facility	159,935		—		Asset-based credit facility	100,000		—
Senior unsecured notes	Senior unsecured notes	500,000		—		Senior unsecured notes	500,000		—
Unsecured notes	Unsecured notes	29,113		29,728		Unsecured notes	26,350		29,728
Other debt	Other debt	67,536		70,952		Other debt	55,618		70,952
Gross long-term debt	Gross long-term debt	2,284,223		1,640,693		Gross long-term debt	2,029,360		1,640,693
Debt issuance costs, net of amortization	Debt issuance costs, net of amortization	(39,798)		(33,461)		Debt issuance costs, net of amortization	(34,773)		(33,461)
Total long-term debt, net of debt issuance costs	Total long-term debt, net of debt issuance costs	2,244,425		1,607,232		Total long-term debt, net of debt issuance costs	1,994,587		1,607,232
Less: current portion of long-term debt	Less: current portion of long-term debt	(12,159)		(12,411)		Less: current portion of long-term debt	(10,991)		(12,411)
Total long-term debt, net, less current portion	Total long-term debt, net, less current portion	$	2,232,266	$	1,594,821	Total long-term debt, net, less current portion	$	1,983,596	$	1,594,821

The Company is a party to a ~~seven-year~~ term loan (“term loan”) agreement, which ~~originally consisted~~consists of both a United States Dollar-denominated term loan tranche and a Euro-denominated term loan tranche, and a ~~$750,000~~ revolving asset-based credit facility (“ABL”). Subject to earlier termination, the term loan matures on February 1, 2026 and the ABL originally matured on February 1, 2024. In connection with the Airxcel acquisition discussed in Note 2 to the Condensed Consolidated Financial Statements, effective September 1, 2021, the Company expanded its existing ABL facility from $750,000 to $1,000,000, favorably amended certain terms of the ABL agreement and extended the maturity date of the ABL from February 1, 2024 to September 1, 2026, subject to a springing maturity at an earlier date if the maturity date of the ~~Company's~~Company’s term ~~loans have~~loan has not been extended or refinanced. The ABL interest rate ~~remains~~provisions remain unchanged.

As of ~~October 31, 2021,~~April 30, 2022, the entire outstanding U.S. term loan tranche balance of ~~$941,900~~$836,900 was subject to a LIBOR-based rate totaling ~~3.125%~~3.813%. The interest rate on ~~$432,250~~$326,300 of that balance, however, was fixed at 5.466% through an interest rate swap, dated March 18, 2019, by swapping the underlying ~~1-month~~one-month LIBOR rate for a fixed rate of 2.466%. As of July 31, 2021, the entire outstanding U.S. term loan tranche balance of $941,900 was subject to a LIBOR-based rate oftotaling 3.125%, but the interest rate on $482,138 of that balance was fixed at 5.466% through an interest rate swap, dated March 18, 2019, by swapping the underlying ~~1-month~~one-month LIBOR rate for a fixed rate of 2.466%. The total interest rate on the ~~October 31, 2021~~April 30, 2022 outstanding Euro term loan tranche balance of ~~$585,739~~$510,492 was ~~3.00%~~3.000%, and the total interest rate on the July 31, 2021 outstanding Euro term loan tranche of $598,113 was ~~3.00%~~also 3.000%.

As of ~~October 31, 2021,~~April 30, 2022, the total ~~weighted average~~weighted-average interest rate on the outstanding ABL borrowings of ~~$159,935~~$100,000 was ~~1.314%~~1.702%. The Company may, generally at its option, ~~pay~~repay any borrowings under the ABL, in whole or in part, at any time and from time to time, without penalty or premium.

On October 14, 2021, the Company issued an aggregate principal amount of $500,000 of 4.000% Senior Unsecured Notes due 2029 (“Senior Unsecured Notes”). The Senior Unsecured Notes will mature on October 15, 2029 unless redeemed or repurchased earlier. Net proceeds from the Senior Unsecured Notes, along with ~~cash-on-hand,~~cash on hand, were used to repay $500,000 of borrowings outstanding on the Company’s ABL and for certain transaction costs. Interest on the Senior Unsecured Notes is payable in semi-annual installments on April 15 and October 15 of each year, ~~beginning with~~and the first semi-annual interest payment was made on April ~~15,~~14, 2022. The Senior Unsecured Notes ~~will~~ rank equally in right of payment with all of the Company’s existing and future senior indebtedness and senior to the Company’s future subordinated indebtedness, and effectively junior in right of payment to the Company’s existing and future secured indebtedness to the extent of the assets securing such indebtedness.

The Company must make mandatory prepayments of principal under the term loan agreement upon the occurrence of certain specified events, including certain asset sales, debt issuances and receipt of annual cash flows in excess of certain amounts. No such specified events occurred during the three or nine months ended ~~October 31, 2021~~April 30, 2022 or ~~2020.~~2021.

1517

Availability under the ABL agreement is subject to a borrowing base based on a percentage of applicable eligible receivables and eligible inventory. The ABL carries interest at an annual base rate plus 0.25% to 0.50%, or LIBOR plus 1.25% to 1.50%, based on adjusted excess availability as defined in the ABL agreement. This agreement also includes a 0.20% unused facility fee.

The unused availability under the ABL is generally available to the Company for general operating purposes and, based on ~~October 31, 2021~~April 30, 2022 eligible accounts receivable and inventory balances, net of amounts drawn, totaled approximately ~~$810,000.~~$870,000.

The unsecured notes of 25,000 Euro ($~~29,113)~~26,350) relate to long-term debt of our European segment. There are two series, 20,000 Euro ($~~23,290)~~21,080) with an interest rate of 1.945% maturing in March 2025, and 5,000 Euro ($~~5,823)~~5,270) with an interest rate of 2.534% maturing March 2028. Other debt relates primarily to real estate loans with varying maturity dates through September 2032 and interest rates ranging from ~~2.40%~~2.400% to ~~3.43%~~3.430%.

Total contractual gross debt maturities are as follows:


For the remainder of the fiscal year ending July 31, 2022	For the remainder of the fiscal year ending July 31, 2022	$	12,159	For the remainder of the fiscal year ending July 31, 2022	$	3,694
For the fiscal year ending July 31, 2023	For the fiscal year ending July 31, 2023	11,942		For the fiscal year ending July 31, 2023	10,809
For the fiscal year ending July 31, 2024	For the fiscal year ending July 31, 2024	12,066		For the fiscal year ending July 31, 2024	10,924
For the fiscal year ending July 31, 2025	For the fiscal year ending July 31, 2025	35,234		For the fiscal year ending July 31, 2025	31,888
For the fiscal year ending July 31, 2026	For the fiscal year ending July 31, 2026	1,690,691		For the fiscal year ending July 31, 2026	1,450,019
For the fiscal year ending July 31, 2027 and thereafter	For the fiscal year ending July 31, 2027 and thereafter	522,131		For the fiscal year ending July 31, 2027 and thereafter	522,026
		$	2,284,223		$	2,029,360

For the three and nine months ended ~~October 31, 2021,~~April 30, 2022, interest expense on the term loan, ABL, Senior Unsecured Notes and other debt facilities was ~~$17,643.~~$19,604 and $58,059, respectively. For the three and nine months ended ~~October 31, 2020,~~April 30, 2021, interest expense on the term loan, ABL and other debt facilities was ~~$20,588.~~$18,361 and $59,612, respectively.

In fiscal 2019, the Company incurred fees to secure the term loan and ABL, and those amounts are being amortized ratably over the respective seven and five-year terms of those agreements. The Company also incurred and capitalized certain creditor fees related to the March 25, 2021 repricing of its term loan, ~~noted above,~~ to be amortized over the remaining life of the term loan, and certain creditor fees ~~of $2,127~~ related to the September 1, 2021 expansion of the ABL, which are being amortized over the remaining life of the extended ABL. In addition, the Company incurred fees of $8,445 relative to the $500,000 Senior Unsecured Notes issued October 14, 2021 discussed above, and those debt issuance costs are being amortized over the eight-year term of those notes. The Company recorded total charges related to the amortization of these term loan, ABL and Unsecured Senior ~~Unsecured~~ Note fees, which are classified as interest expense, of ~~$2,424~~$2,889 and $8,457 for the three and nine months ended ~~October 31, 2021.~~April 30, 2022, respectively. The ~~Company recorded~~ total charges related to the amortization of these fees were $7,365 and $12,825 for the three and nine months ended April 30, 2021, respectively, which included $4,688 of accelerated amortization on certain fees related to the term loan ~~and ABL fees, which are classified as interest expense, of $2,723 for~~debt repricing done in the three months ended ~~October 31, 2020.~~April 30, 2021. The unamortized balance of ~~the~~all capitalized ABL facility fees was ~~$6,304~~$6,747 at ~~October 31, 2021~~April 30, 2022 and $7,005 as of July 31, 2021 and is included in Other long-term assets in the Condensed Consolidated Balance Sheets.

The fair value of the Company’s ~~term loan~~term-loan debt at ~~October 31, 2021~~April 30, 2022 and July 31, 2021 was ~~$1,526,176~~$1,330,550 and $1,551,141, respectively, and the fair value of the Company’s Senior Unsecured Notes at ~~October 31, 2021~~April 30, 2022 was $496,250. The carrying value of the Company’s term-loan debt, excluding debt issuance costs, was $1,527,639 and $1,540,013 at October 31, 2021 and July 31, 2021, respectively, and the carrying value of the Company’s Senior Unsecured Notes was $500,000 at October 31, 2021.$421,900. The fair values of the Company’s ~~term loan~~term-loan debt and Senior Unsecured Notes are primarily estimated using Level 2 inputs as defined by ASC 820, primarily based on quoted market prices. The fair value of other debt held by the Company approximates ~~fair~~carrying value.

1618

13. Provision for Income Taxes

The overall effective income tax rate for the three months ended ~~October 31, 2021~~April 30, 2022 was ~~21.7%~~25.2%, and the effective income tax rate for the nine months ended April 30, 2022 was 23.6%. ~~This rate was favorably~~These rates were both negatively impacted by certain ~~foreign~~ tax ~~rate differences which include~~provision adjustments that primarily resulted from changes in estimates while completing the prior year tax return during the three months ended April 30, 2022. The negative adjustments were partially offset by certain ~~interest~~foreign income not subject to corporate income tax. ~~The Company also recognized a tax benefit from the vesting of share-based compensation awards during the three months ended October 31, 2021.~~

The overall effective income tax rate for the three months ended ~~October 31, 2020~~April 30, 2021 was ~~21.0%~~21.5%, and the effective income tax rate for the nine months ended April 30, 2021 was 20.9%. ~~This rate was~~These rates were both favorably impacted by certain foreign tax rate differences which include certain interest income not subject to corporate income tax.

Within the next 12 months, the Company anticipates a decrease of approximately ~~$3,900~~$8,800 in unrecognized tax benefits, and ~~$670~~$1,500 in accrued interest related to unrecognized tax benefits recorded as of ~~October 31, 2021,~~April 30, 2022, from expected settlements or payments of uncertain tax positions and lapses of the applicable statutes of limitations. Actual results may differ from these estimates.

The Company files income tax returns in the U.S. federal jurisdiction and in many U.S. state and foreign jurisdictions. For U.S. federal income tax purposes, fiscal years 2018 through ~~2020~~2021 remain open and could be subject to examination. In major state jurisdictions, fiscal years 2018 through ~~2020~~2021 generally remain open and could be subject to examination. In major foreign jurisdictions, fiscal years ~~2015~~2016 through 2020 remain open and subject to examination. The Company is currently under exam by certain U.S. state tax authorities for fiscal years 2018 through 2020 and by certain foreign jurisdictions for fiscal years 2016 through 2019. The Company believes it has adequately reserved for its exposure to additional payments for uncertain tax positions in its liability for unrecognized tax benefits.

14. Contingent Liabilities, Commitments and Legal Matters

The Company’s total commercial commitments under standby repurchase obligations on global dealer inventory financing were ~~$2,322,610~~$4,215,062 and $1,821,012 as of ~~October 31, 2021~~April 30, 2022 and July 31, 2021, respectively. The commitment term is generally up to 18 months.

The Company accounts for the guarantee under repurchase agreements of dealers’ financing by deferring a portion of the related product sale that represents the estimated fair value of the guarantee at inception. This deferred amount is included in the repurchase and guarantee reserve balances of ~~$6,980~~$11,317 and $6,023 as of ~~October 31, 2021~~April 30, 2022 and July 31, 2021, respectively, which is included in Other current liabilities in the Condensed Consolidated Balance Sheets.

Losses incurred related to repurchase agreements that were settled during the three and nine months ended ~~October 31,~~April 30, 2022 and April 30, 2021 ~~and October 31, 2020~~ were not material. Based on current market conditions, the Company believes that any future losses under these agreements will not have a material effect on the Company’s consolidated financial position, results of operations or cash flows.

The Company issued a product recall in the fourth quarter of fiscal 2021 related to certain purchased parts utilized in certain of our North American towable products. Based on developments during the second and third quarters of fiscal 2022, including our expectations regarding the extent of vendor reimbursement, we have revised our estimate of the cost of the recall, which resulted in favorable adjustments during the three months ended January 31, 2022 and April 30, 2022 to the amounts previously accrued. In addition, we accrued expenses during the second quarter of fiscal 2022 based on developments related to an ongoing investigation by certain German-based authorities regarding the adequacy of historical disclosures of vehicle weight in advertisements and other Company-provided literature in Germany. The Company is fully cooperating with the investigation. For the nine months ended April 30, 2022, the Company has recognized $32,125 of net expense as a component of selling, general and administrative costs related to these two matters, and the amounts recognized in the three months ended April 30, 2022 were not material.

The Company is also involved in certain litigation arising out of its operations in the normal course of its business, most of which is based upon state “lemon laws,” warranty claims and vehicle accidents (for which the Company carries insurance above a specified self-insured retention or deductible amount). The outcomes of legal proceedings and claims brought against the Company are subject to significant uncertainty. There is significant judgment required in assessing both the probability of an adverse outcome and the determination as to whether an exposure can be reasonably estimated. Based on current conditions, and in management’s opinion, the ultimate disposition of any current legal proceedings or claims against the Company will not have a material effect on the Company’s consolidated financial condition, operating results or cash flows. Litigation is, however, inherently uncertain and an adverse outcome from such litigation could have a material effect on the operating results of a particular reporting period.

The Company issued a product recall in the fourth quarter of fiscal 2021 related to certain purchased parts utilized in certain of our North American towable products. The Company believes that it is legally entitled to full reimbursement of costs related to this recall from the applicable vendor suppliers. However, based on a current assessment, the Company has recorded an additional expense of $22,000 in the first quarter of fiscal 2022 as a component of sales, general and administrative costs due to collection uncertainties.

15. Leases

The Company has operating leases principally for land, buildings and equipment, and has various finance leases for certain land and buildings expiring through 2035.

Certain of the Company’s leases include options to extend or terminate the leases, and these options have been included in the relevant lease term to the extent that they are reasonably certain to be exercised.

The Company does not include significant restrictions or covenants in our lease agreements, and residual value guarantees are not generally included within our operating leases.

The components of lease costs for the ~~three-month~~three and nine-month periods ended ~~October 31,~~April 30, 2022 and April 30, 2021 ~~and October 31, 2020~~ were as

follows:


		Three Months Ended October 31,			Three Months Ended April 30,						Nine Months Ended April 30,
			2021			2020			2022		2021		2022		2021
Operating lease cost	Operating lease cost		$	6,308		$	3,877	Operating lease cost	$	7,426	$	5,075	$	20,642	$	12,833
Finance lease cost:
Finance lease cost								Finance lease cost
Amortization of right-of-use assets	Amortization of right-of-use assets		186			136		Amortization of right-of-use assets	186		164		559		475
Interest on lease liabilities	Interest on lease liabilities		125			126		Interest on lease liabilities	116		134		361		391
Total lease cost	Total lease cost		$	6,619		$	4,139	Total lease cost	$	7,728	$	5,373	$	21,562	$	13,699

Other information related to leases was as follows:

Three Months Ended October 31,
Supplemental Cash Flows Information 2021 2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases $ 6,309 $ 3,855
Right-of-use assets obtained in exchange for lease obligations:
Operating leases $ 8,401 $ 2,348

Supplemental Balance Sheet Information October 31, 2021 July 31, 2021
Operating leases:
Operating lease right-of-use assets $ 47,335 $ 42,601
Operating lease liabilities:
Other current liabilities $ 10,257 $ 8,944
Other long-term liabilities 37,389 33,923
Total operating lease liabilities $ 47,646 $ 42,867
Finance leases:
Finance lease right-of-use assets $ 6,823 $ 7,010
Finance lease liabilities
Other current liabilities $ 1,106 $ 1,081
Other long-term liabilities 4,407 4,694
Total finance lease liabilities $ 5,513 $ 5,775


	Nine Months Ended April 30,
Supplemental Cash Flows Information	2022		2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	20,632	$	12,767
Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	18,050	$	9,842
Finance leases	$	—	$	4,000

1820

October 31, 2021 July 31, 2021
Weighted-average remaining lease term:
Operating leases 10.4 years 11.1 years
Finance leases 4.9 years 5.1 years
Weighted-average discount rate:
Operating leases 3.4 % 3.2 %
Finance leases 9.0 % 8.9 %


Supplemental Balance Sheet Information	April 30, 2022		July 31, 2021
Operating leases:
Operating lease right-of-use assets	$	46,405	$	42,601

Operating lease liabilities:
Other current liabilities	$	9,700	$	8,944
Other long-term liabilities	36,993		33,923
Total operating lease liabilities	$	46,693	$	42,867

Finance leases:
Finance lease right-of-use assets	$	6,450	$	7,010

Finance lease liabilities:
Other current liabilities	$	1,176	$	1,081
Other long-term liabilities	3,798		4,694
Total finance lease liabilities	$	4,974	$	5,775


	April 30, 2022		July 31, 2021
Weighted-average remaining lease term:
Operating leases	10.3 years		11.1 years
Finance leases	4.5 years		5.1 years
Weighted-average discount rate:
Operating leases	3.5	%	3.2	%
Finance leases	9.1	%	8.9	%

Future minimum rental payments required under operating and finance leases as of ~~October 31, 2021~~April 30, 2022 were as follows:


		Operating Leases		Finance Leases			Operating Leases		Finance Leases
For the remainder of the fiscal year ending July 31, 2022	For the remainder of the fiscal year ending July 31, 2022	$	12,309	$	1,169	For the remainder of the fiscal year ending July 31, 2022	$	4,025	$	393
For the fiscal year ending July 31, 2023	For the fiscal year ending July 31, 2023	12,524		1,578		For the fiscal year ending July 31, 2023	13,764		1,578
For the fiscal year ending July 31, 2024	For the fiscal year ending July 31, 2024	9,464		1,059		For the fiscal year ending July 31, 2024	10,638		1,059
For the fiscal year ending July 31, 2025	For the fiscal year ending July 31, 2025	6,565		1,083		For the fiscal year ending July 31, 2025	7,477		1,083
For the fiscal year ending July 31, 2026	For the fiscal year ending July 31, 2026	4,693		1,107		For the fiscal year ending July 31, 2026	5,352		1,107
For the fiscal year ending July 31, 2027 and thereafter	For the fiscal year ending July 31, 2027 and thereafter	19,808		954		For the fiscal year ending July 31, 2027 and thereafter	22,549		954
Total future lease payments	Total future lease payments	65,363		6,950		Total future lease payments	63,805		6,174
Less: amount representing interest	Less: amount representing interest	(17,717)		(1,437)		Less: amount representing interest	(17,112)		(1,200)
Total reported lease liability	Total reported lease liability	$	47,646	$	5,513	Total reported lease liability	$	46,693	$	4,974

16. Stockholders’ Equity

Stock-based Compensation

Total stock-based compensation expense recognized in the three-month periods ended ~~October 31,~~April 30, 2022 and April 30, 2021 ~~and October 31, 2020~~ for stock-based awards totaled ~~$6,027~~$9,750 and ~~$5,768,~~$8,366, respectively. Total stock-based compensation expense recognized in the nine-month periods ended April 30, 2022 and April 30, 2021 for stock-based awards totaled $22,736 and $21,424, respectively.

Share Repurchase Program

On December 21, 2021, the Company’s Board of Directors authorized Company management to utilize up to $250,000 to repurchase shares of the Company’s common stock through December 21, 2024.

Under the share repurchase program, the Company is authorized to repurchase, on a discretionary basis and from time-to-time, outstanding shares of its common stock in the open market, in privately negotiated transactions or by other means. The timing and amount of share repurchases will be determined at the discretion of the Company’s management team based upon the market price of the stock, management's evaluation of general market and economic conditions, cash availability and other factors. The share repurchase program may be suspended, modified or discontinued at any time, and the Company has no obligation to repurchase any amount of its common stock under the program.

Under this share repurchase program, during the three months ended April 30, 2022, the Company purchased 499,106 shares of its common stock, at various times in the open market, at a weighted-average price of $80.12 and held them as treasury shares at an aggregate purchase price of $39,990. For the nine months ended April 30, 2022, the Company purchased 1,090,067 shares of its common stock, at various times in the open market, at a weighted-average price of $90.20 and held them as treasury shares at an aggregate purchase price of $98,321. As of April 30, 2022, the remaining amount of the Company's common stock that may be repurchased under this program is $151,679.

1922

17. Revenue Recognition

The table below disaggregates revenue to the level that the Company believes best depicts how the nature, amount, timing and uncertainty of the Company’s revenue and cash flows are affected by economic factors. Other RV-related revenues shown below in the European segment include sales related to accessories and services, new and used vehicle sales at owned dealerships and RV rentals. All material revenue streams are considered point-in-time. Other sales relate primarily to component part sales to RV original equipment manufacturers and aftermarket sales through dealers and retailers, as well as aluminum extruded components.


		Three Months Ended October 31,			Three Months Ended April 30,						Nine Months Ended April 30,
NET SALES:	NET SALES:		2021			2020		NET SALES:	2022		2021		2022		2021
Recreational vehicles	Recreational vehicles							Recreational vehicles
North American Towables	North American Towables							North American Towables
Travel Trailers	Travel Trailers		$	1,409,624		$	837,900	Travel Trailers	$	1,655,846	$	1,060,058	$	4,316,049	$	2,729,317
Fifth Wheels	Fifth Wheels		831,210			554,144		Fifth Wheels	984,291		666,044		2,550,010		1,762,010
Total North American Towables	Total North American Towables		2,240,834			1,392,044		Total North American Towables	2,640,137		1,726,102		6,866,059		4,491,327
North American Motorized	North American Motorized							North American Motorized
Class A	Class A		409,499			158,555		Class A	474,674		323,547		1,314,067		704,230
Class C	Class C		360,006			275,399		Class C	335,444		342,425		1,057,015		912,124
Class B	Class B		155,523			59,901		Class B	242,927		109,421		583,797		229,889
Total North American Motorized	Total North American Motorized		925,028			493,855		Total North American Motorized	1,053,045		775,393		2,954,879		1,846,243
Total North America	Total North America		3,165,862			1,885,899		Total North America	3,693,182		2,501,495		9,820,938		6,337,570
European	European							European
Motorcaravan	Motorcaravan		316,264			318,343		Motorcaravan	389,914		489,702		1,057,039		1,227,182
Campervan	Campervan		177,783			143,400		Campervan	150,157		236,988		520,778		529,500
Caravan	Caravan		60,680			55,195		Caravan	114,772		84,074		266,605		210,923
Other RV-related	Other RV-related		78,270			85,550		Other RV-related	69,159		83,476		236,307		262,586
Total European	Total European		632,997			602,488		Total European	724,002		894,240		2,080,729		2,230,191
Total recreational vehicles	Total recreational vehicles		3,798,859			2,488,387		Total recreational vehicles	4,417,184		3,395,735		11,901,667		8,567,761
Other	Other		257,830			80,707		Other	383,170		106,960		935,146		262,381
Intercompany eliminations	Intercompany eliminations		(98,465)			(31,734)		Intercompany eliminations	(142,837)		(43,431)		(346,054)		(105,730)
Total	Total		$	3,958,224		$	2,537,360	Total	$	4,657,517	$	3,459,264	$	12,490,759	$	8,724,412

2023

18. Accumulated Other Comprehensive Income (Loss)

The components of other comprehensive income (loss) (“OCI”) and the changes in the ~~Company's~~Company’s accumulated other comprehensive income (loss) (“AOCI”) by component were as follows:


		Three Months Ended October 31, 2021													Three Months Ended April 30, 2022
		Foreign Currency Translation Adjustment		Unrealized Gain (Loss) on Derivatives		Other		AOCI, net of tax, Attributable to THOR		Non-controlling Interests		Total AOCI			Foreign Currency Translation Adjustment		Unrealized Gain (Loss) on Derivatives		Other		AOCI, net of tax, Attributable to THOR		Non-controlling Interests		Total AOCI
Balance at beginning of period, net of tax	Balance at beginning of period, net of tax	$	54,152	$	(8,655)	$	(876)	$	44,621	$	(772)	$	43,849	Balance at beginning of period, net of tax	$	(50,284)	$	(4,171)	$	(1,248)	$	(55,703)	$	(1,477)	$	(57,180)
OCI before reclassifications	OCI before reclassifications	(35,007)		585		—		(34,422)		(160)		(34,582)		OCI before reclassifications	(90,526)		2,680		—		(87,846)		(384)		(88,230)
Income taxes associated with OCI before reclassifications (1)	Income taxes associated with OCI before reclassifications (1)	—		(132)		—		(132)		—		(132)		Income taxes associated with OCI before reclassifications (1)	—		(642)		—		(642)		—		(642)
Amounts reclassified from AOCI	Amounts reclassified from AOCI	—		2,528		—		2,528		—		2,528		Amounts reclassified from AOCI	—		2,111		—		2,111		—		2,111
Income taxes associated with amounts reclassified from AOCI	Income taxes associated with amounts reclassified from AOCI	—		(626)		—		(626)		—		(626)		Income taxes associated with amounts reclassified from AOCI	—		(529)		—		(529)		—		(529)
OCI, net of tax for the fiscal year		(35,007)		2,355		—		(32,652)		(160)		(32,812)
AOCI, net of tax		$	19,145	$	(6,300)	$	(876)	$	11,969	$	(932)	$	11,037
OCI, net of tax for the fiscal period														OCI, net of tax for the fiscal period	(90,526)		3,620		—		(86,906)		(384)		(87,290)
Balance at end of period, net of tax														Balance at end of period, net of tax	$	(140,810)	$	(551)	$	(1,248)	$	(142,609)	$	(1,861)	$	(144,470)

		Three Months Ended October 31, 2020													Three Months Ended April 30, 2021
		Foreign Currency Translation Adjustment		Unrealized Gain (Loss) on Derivatives		Other		AOCI, net of tax, Attributable to THOR		Non-controlling Interests		Total AOCI			Foreign Currency Translation Adjustment		Unrealized Gain (Loss) on Derivatives		Other		AOCI, net of tax, Attributable to THOR		Non-controlling Interests		Total AOCI
Balance at beginning of period, net of tax	Balance at beginning of period, net of tax	$	46,512	$	(18,823)	$	(696)	$	26,993	$	(855)	$	26,138	Balance at beginning of period, net of tax	$	87,512	$	(13,140)	$	(696)	$	73,676	$	(715)	$	72,961
OCI before reclassifications	OCI before reclassifications	(19,106)		732		—		(18,374)		113		(18,261)		OCI before reclassifications	(7,394)		193		—		(7,201)		(55)		(7,256)
Income taxes associated with OCI before reclassifications (1)	Income taxes associated with OCI before reclassifications (1)	—		(174)		—		(174)		—		(174)		Income taxes associated with OCI before reclassifications (1)	—		(46)		—		(46)		—		(46)
Amounts reclassified from AOCI	Amounts reclassified from AOCI	—		3,639		—		3,639		—		3,639		Amounts reclassified from AOCI	—		3,703		—		3,703		—		3,703
Income taxes associated with amounts reclassified from AOCI	Income taxes associated with amounts reclassified from AOCI	—		(865)		—		(865)		—		(865)		Income taxes associated with amounts reclassified from AOCI	—		(921)		—		(921)		—		(921)
OCI, net of tax for the fiscal year		(19,106)		3,332		—		(15,774)		113		(15,661)
AOCI, net of tax		$	27,406	$	(15,491)	$	(696)	$	11,219	$	(742)	$	10,477
OCI, net of tax for the fiscal period														OCI, net of tax for the fiscal period	(7,394)		2,929		—		(4,465)		(55)		(4,520)
Balance at end of period, net of tax														Balance at end of period, net of tax	$	80,118	$	(10,211)	$	(696)	$	69,211	$	(770)	$	68,441


	Nine Months Ended April 30, 2022
	Foreign Currency Translation Adjustment		Unrealized Gain (Loss) on Derivatives		Other		AOCI, net of tax, Attributable to THOR		Non-controlling Interests		Total AOCI
Balance at beginning of period, net of tax	$	54,152	$	(8,655)	$	(876)	$	44,621	$	(772)	$	43,849
OCI before reclassifications	(194,962)		3,269		(372)		(192,065)		(1,089)		(193,154)
Income taxes associated with OCI before reclassifications (1)	—		(733)		—		(733)		—		(733)
Amounts reclassified from AOCI	—		7,375		—		7,375		—		7,375
Income taxes associated with amounts reclassified from AOCI	—		(1,807)		—		(1,807)		—		(1,807)
OCI, net of tax for the fiscal period	(194,962)		8,104		(372)		(187,230)		(1,089)		(188,319)
Balance at end of period, net of tax	$	(140,810)	$	(551)	$	(1,248)	$	(142,609)	$	(1,861)	$	(144,470)

	Nine Months Ended April 30, 2021
	Foreign Currency Translation Adjustment		Unrealized Gain (Loss) on Derivatives		Other		AOCI, net of tax, Attributable to THOR		Non-controlling Interests		Total AOCI
Balance at beginning of period, net of tax	$	46,512	$	(18,823)	$	(696)	$	26,993	$	(855)	$	26,138
OCI before reclassifications	33,606		573		—		34,179		85		34,264
Income taxes associated with OCI before reclassifications (1)	—		(133)		—		(133)		—		(133)
Amounts reclassified from AOCI	—		10,752		—		10,752		—		10,752
Income taxes associated with amounts reclassified from AOCI	—		(2,580)		—		(2,580)		—		(2,580)
OCI, net of tax for the fiscal period	33,606		8,612		—		42,218		85		42,303
Balance at end of period, net of tax	$	80,118	$	(10,211)	$	(696)	$	69,211	$	(770)	$	68,441

(1)We do not recognize deferred taxes for a majority of the foreign currency translation gains and losses because we do not anticipate reversal in the foreseeable future.

2125

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

Unless otherwise indicated, all U.S. Dollar, Euro and British Pound Sterling amounts are presented in thousands except share and per share data.

Forward-Looking Statements

This report includes certain statements that are “forward-looking” statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, 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 are made based on management’s current expectations and beliefs regarding future and anticipated developments and their effects upon THOR, and inherently involve uncertainties and risks. These forward-looking statements are not a guarantee of future performance. We cannot assure you that actual results will not differ materially from our expectations. Factors which could cause materially different results include, among others:

•the impact of inflation on the cost of our products as well as on general consumer demand;

•the effect of raw material and commodity price fluctuations, and/or raw material, commodity or chassis supply constraints;

•the impact of war, military conflict, terrorism and/or cyber-attacks, including state-sponsored attacks;

•the impact of sudden or significant adverse changes in the cost and/or availability of energy or fuel, including those caused by geopolitical events, on our costs of operation, on raw material prices, on our independent dealers or on retail customers;

•the dependence on a small group of suppliers for certain components used in production, including chassis;

•interest rate fluctuations and their potential impact on the general economy and, specifically, on our profitability and on our independent dealers and consumers;

•the extent and impact from the continuation of the COVID-19 pandemic, along with the responses to contain the spread of the virus, or its variants, by various governmental entities or other actors, which may have negative effects on retail customer demand, our independent dealers, our supply chain, our labor force, our production or other aspects of our business;

•the ability to ramp production up or down quickly in response to rapid changes in demand while also managing costs and market share;

•the ~~effect of raw material and commodity price fluctuations, and/or raw material, commodity or chassis supply constraints;~~

•~~the dependence on a small group of suppliers for certain components used in production;~~

•~~the~~ level and magnitude of warranty and recall claims incurred;

•the ability of our suppliers to financially support any defects in their products;

•legislative, regulatory and tax law and/or policy developments including their potential impact on our independent dealers, ~~and their~~ retail customers or on our suppliers;

•the costs of compliance with governmental regulation;

•the impact of an adverse outcome or conclusion related to current or future litigation or regulatory investigations;

•public perception of and the costs related to environmental, social and governance matters;

•legal and compliance issues including those that may arise in conjunction with recently completed transactions;

•lower consumer confidence and the level of discretionary consumer spending;

•~~interest rate fluctuations and their potential impact on the general economy and, specifically, on our dealers and consumers;~~

•the impact of exchange rate fluctuations;

•restrictive lending practices which could negatively impact our independent dealers and/or retail consumers;

•management changes;

•the success of new and existing products and services;

•the ability to maintain strong brands and develop innovative products that meet consumer demands;

•the ability to efficiently utilize existing production facilities;

•changes in consumer preferences;

•the risks associated with acquisitions, including: the pace and successful closing of an acquisition, the integration and financial impact thereof, the level of achievement of anticipated operating synergies from acquisitions, the potential for unknown or understated liabilities related to acquisitions, the potential loss of existing customers of acquisitions and our ability to retain key management personnel of acquired companies;

•a shortage of necessary personnel for production and increasing labor costs to attract production personnel in times of high demand;

•the loss or reduction of sales to key independent dealers;

•disruption of the delivery of units to independent dealers;

•increasing costs for freight and transportation;

•asset impairment charges;

•competition;

•the impact of potential losses under repurchase agreements;

•the potential impact of the strength of the U.S. dollar on international demand for products priced in U.S. dollars;

•general economic, market and political conditions in the various countries in which our products are produced and/or sold;

•the impact of changing emissions and other related climate change regulations in the various jurisdictions in which our products are produced, used and/or sold;

•changes to our investment and capital allocation strategies or other facets of our strategic plan; and

•changes in market liquidity conditions, credit ratings and other factors that may impact our access to future funding and the cost of debt.

These and other risks and uncertainties are discussed more fully in Item 1A of our Annual Report on Form 10-K for the year ended July 31, 2021.

We disclaim 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 our expectations after the date hereof or any change in events, conditions or circumstances on which any statement is based, except as required by law.

Executive Overview

We were founded in 1980 and have grown to become the largest manufacturer of recreational vehicles (“RVs”) in the world. We are also the largest manufacturer of RVs in North America, and one of the largest manufacturers of RVs in Europe. In North America, according to Statistical Surveys, Inc. (“Stat Surveys”), for the ~~nine~~three months ended ~~September 30, 2021,~~March 31, 2022, THOR’s combined U.S. and Canadian market share was approximately ~~41.9%~~40.8% for travel trailers and fifth wheels combined and approximately ~~47.6%~~50.2% for motorhomes. In Europe, according to the European Caravan Federation and based on unit registrations for Europe's original equipment manufacturer (“OEM”) reporting countries, our European market share for the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 was approximately ~~24.9%~~21.5% for motorcaravans and campervans combined and approximately ~~18.1%~~15.8% for caravans.

Our business model includes decentralized operating units, and our RV products are primarily sold to independent, non-franchise dealers who, in turn, retail those products. The Company also sells component parts to both RV and other original equipment manufacturers, including aluminum extruded components, and sells aftermarket component parts through dealers and retailers. Our growth has been achieved both organically and through acquisition, and our strategy is designed to increase our profitability by driving innovation, servicing our customers, manufacturing quality products, improving the efficiencies of our facilities and making strategic growth acquisitions.

~~The COVID-19 pandemic, including its wide-reaching impact on nearly all facets of our operations and the RV industry, as well as related governmental actions~~

Ongoing supply chain constraints, and labor shortages throughout the supply chain and within THOR, have impacted and continue to impact our business and our consolidated financial results and financial position. In ~~particular,~~addition, the ~~pandemic~~impact of recent inflation on consumer confidence, which historically has ~~directly or indirectly, contributed to chassis~~been highly correlated with RV retail sales, and ~~certain other supply-side constraints, as described below. Additional~~the impact of inflation on the availability of discretionary funds of our end consumers, combined with rising interest rates, may have a negative impact on future demand for our products. Furthermore, additional impacts could be incurred in future periods, including negative impacts to our results of operations, liquidity and financial position, as a direct or indirect result of the continuing COVID-19 pandemic. Should the rate of COVID-19 infections escalate, or the virus mutate into new, uncontrolled strains, those developments and the resulting impacts could exacerbate risks to our business, financial results and financial position. Refer also to the COVID-19 related risk factors disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended July 31, 2021.

Recent Events

23Share Repurchase Program

On December 21, 2021, the Company’s Board of Directors authorized Company management to utilize up to $250,000 to repurchase shares of the Company’s common stock through December 21, 2024.

~~Recent Events~~

Under this share repurchase program, during the three months ended April 30, 2022, the Company purchased 499,106 shares of its common stock, at various times in the open market, at a weighted-average price of $80.12 and held them as treasury shares at an aggregate purchase price of $39,990. For the nine months ended April 30, 2022, the Company purchased 1,090,067 shares of its common stock, at various times in the open market, at a weighted-average price of $90.20 and held them as treasury shares at an aggregate purchase price of $98,321. As of April 30, 2022, the remaining amount of the Company’s common stock that may be repurchased under this program is $151,679.

Issuance of Senior Unsecured Notes

On October 14, 2021, the Company issued an aggregate principal amount of $500,000 of 4.000% Senior Unsecured Notes due 2029 (“Senior Unsecured Notes”). The Senior Unsecured Notes will mature on October 15, 2029 unless redeemed or repurchased earlier. Net proceeds from the Senior Unsecured Notes, along with cash-on-hand, were used to repay $500,000 of borrowings outstanding on the Company’s ABL and for certain transaction costs. Interest on the Senior Unsecured Notes is payable in semi-annual installments on ~~October~~April 15 and ~~April~~October 15 of each year, ~~beginning with~~and the first semi-annual payment onwas made April ~~15,~~14, 2022. The Senior Unsecured Notes ~~will~~ rank equally in right of payment with all of the ~~Company's~~Company’s existing and any future senior indebtedness and senior to the Company’s future subordinated indebtedness, if any, and effectively junior in right of payment to the Company’s existing and any future secured indebtedness to the extent of the assets securing such indebtedness.

Airxcel Acquisition

On September 1, 2021, the Company acquired Wichita, Kansas-based AirX Intermediate, Inc. (“Airxcel”). Airxcel manufactures a comprehensive line of high-quality products which they sell primarily to RV original equipment manufacturers as well as consumers via aftermarket sales through dealers and retailers. Airxcel provides industry-leading products in recreational vehicle heating, cooling, ventilation, cooking, window coverings, sidewalls and roofing materials, among others. The ~~purchase price~~final cash consideration for the acquisition of ~~$750,000 in~~Airxcel was $745,279, net of cash ~~is subject to standard post-closing adjustments,~~acquired, and was funded through a combination of cash-on-hand and $625,000 in borrowings from the Company’s ABL. In conjunction with the Airxcel acquisition, the Company expanded its existing ABL facility from $750,000 to $1,000,000, favorably amended certain terms of the ABL agreement and extended the term of the ABL as discussed in Note 12 to the Condensed Consolidated Financial Statements. The interest rate remains unchanged.

The Company acquired Airxcel as part of its long-term, strategic growth plan and the acquisition is expected to provide numerous benefits, including strengthening its supply chain, diversifying its revenue sources and expanding Airxcel’s supply chain business in North ~~American~~America and Europe. Airxcel ~~will operate~~operates as an independent operation in the same manner as the Company’s other subsidiaries.

~~Industry Outlook —~~

North ~~America~~American RV Industry

The Company monitors industry conditions in the North American RV market using a number of resources including its own performance tracking and modeling. The Company also considers monthly wholesale shipment data as reported by the Recreation Vehicle Industry Association (“RVIA”), which is typically issued on a one-month lag and represents manufacturers’ North American RV production and delivery to dealers. In addition, we monitor monthly North American retail sales trends as reported by Stat Surveys, whose data is typically issued on a month-and-a-half lag. The Company believes that monthly RV retail sales data is important as consumer purchases impact future dealer orders and ultimately our production and net sales.

North American RV independent dealer inventory of our North American RV products as of ~~October 31, 2021~~April 30, 2022 increased ~~36.9%~~80.7% to approximately ~~82,400~~135,500 units, compared to approximately ~~60,200~~75,000 units as of ~~October 31, 2020. The acquisition of Tiffin Group since the prior-year period accounted for approximately 550 of the 82,400 units as of October 31,~~April 30, 2021.

As of ~~October 31, 2021,~~April 30, 2022, North American dealer inventory levels ~~continue to be well~~have grown since the prior year, and have reached normalized levels for our towable products, but are still generally below ~~optimal~~historical stocking levels ~~which has led~~in relation to ~~ongoing record backlogs.~~current consumer demand in our motorized product lines. THOR’s North American RV backlog as of ~~October 31, 2021~~April 30, 2022 increased ~~$8,109,294,~~$19,700, or ~~122.6%~~0.2%, to ~~$14,722,076~~$10,999,715 compared to ~~$6,612,782~~$10,980,015 as of October 31, 2020, with Tiffin Group's backlog included in the October 31, 2021 totals accounting for $781,427, or 9.6%, of the $8,109,294 increase. Dealer inventory levels remain low due to the continuing strong retail demand for RVs, given the perceived safety of RV travel during the COVID-19 pandemic, a strong desire to socially distance and the reduction in commercial air travel and cruises, as well as an underlying desire by many to get back to nature and relax with family and friends.

April 30, 2021.

North American Industry Wholesale Statistics

Key wholesale statistics for the North American RV industry, as reported by RVIA for the periods indicated, are as follows:

U.S. and Canada Wholesale Unit Shipments
Nine Months Ended September 30, Increase %
2021 2020 (Decrease) Change
North American Towable Units 410,215 271,770 138,445 50.9
North American Motorized Units 42,422 28,330 14,092 49.7
Total 452,637 300,100 152,537 50.8

The changes in wholesale shipments noted above in the towable and motorized units were both impacted by the COVID-19 pandemic. Shipments were significantly limited for both towable and motorized products during the period from March to June 2020, as most RV manufacturers and dealers were shut down for a number of weeks during that time period. Since then, demand for both towable and motorized products has been robust, resulting in strong levels of wholesale shipments in the current calendar 2021 year-to-date period.


	U.S. and Canada Wholesale Unit Shipments
	Calendar Quarter Ended March 31,		Increase	%
	2022	2021	(Decrease)	Change
North American Towable Units	155,687	134,199	21,488	16.0
North American Motorized Units	15,779	14,308	1,471	10.3
Total	171,466	148,507	22,959	15.5

In ~~December 2021,~~June 2022, RVIA issued a revised ~~forecast~~estimate for calendar year ~~2021~~2022 wholesale unit shipments. ~~Under a~~In the RVIA’s most likely scenario, towable and motorized unit shipments are projected to increase to approximately ~~545,400 units~~492,800 and ~~56,800 units,~~57,100, respectively, for an annual total of ~~approximately 602,200~~549,900 units, ~~up 39.9%~~a decrease of 8.4% from the 2020 calendar year wholesale shipments. The most likely forecast for calendar year 2021 could range from a lower estimate of approximately 593,600 total units to an upper estimate of approximately 610,800 units.

As part of their December 2021 forecast, RVIA also revised their estimates for calendar year 2022 wholesale unit shipments. In the most likely scenario, towable and motorized unit shipments are projected to increase to an approximated annual total of 613,700 units, or 1.9% higher than the most likely scenario for calendar year 2021 wholesale shipments. This RVIA calendar year 2022 most likely forecast could range from a lower estimate of approximately ~~599,600~~537,800 total units to an upper estimate of approximately ~~627,600~~561,900 units.

North American Industry Retail Statistics

We believe that retail demand is the ~~key to growth~~long-term driver of wholesale demand in the North American RV ~~industry, and~~industry. In addition, we believe that annual North American RV industry wholesale shipments in calendar years ~~2021~~2022 and ~~2022~~2023 may not follow typical seasonal patterns as dealers respond to ~~ongoing high~~ consumer demand and ~~then rebuild~~ their ~~inventory to optimal~~ stocking ~~levels.~~levels between the categories of products they carry.

Key retail statistics for the North American RV industry, as reported by Stat Surveys for the periods indicated, are as follows:


		U.S. and Canada Retail Unit Registrations					U.S. and Canada Retail Unit Registrations
		Nine Months Ended September 30,		Increase	%		Calendar Quarter Ended March 31,		Increase	%
		2021	2020	(Decrease)	Change		2022	2021	(Decrease)	Change
North American Towable Units	North American Towable Units	431,754	376,667	55,087	14.6	North American Towable Units	90,301	117,053	(26,752)	(22.9)
North American Motorized Units	North American Motorized Units	42,760	41,187	1,573	3.8	North American Motorized Units	12,534	13,290	(756)	(5.7)
Total	Total	474,514	417,854	56,660	13.6	Total	102,835	130,343	(27,508)	(21.1)

Note: Data reported by Stat Surveys is based on official state and provincial records. This information is subject to adjustment, is continuously updated and is often impacted by delays in reporting by various states or provinces. The COVID-19 pandemic has resulted in further delays in the submission of information reported by the various states or provinces beginning with calendar year 2020 results and may also be impacting the completeness of such information.

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We believe that North American retail consumer demand has grown in recent periods due to an increasing interest in the RV lifestyle and the ability to connect with nature and has further accelerated since the onset of the COVID-19 pandemic. Many consumers recognize the perceived benefits offered by the RV lifestyle, which provides people with a personal space to maintain social distance in a safe manner, the ability to connect with loved ones and the potential to get away for short, frequent breaks or longer adventures. While near-term demand will be influenced by many factors, including consumer confidence and the level of consumer spending on discretionary products, we believe future retail demand will exceed historical, pre-pandemic levels.

Company North American Wholesale Statistics

The ~~Company's~~Company’s North American wholesale RV shipments, for the ~~nine-month periods~~three months ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~ to correspond to the North American industry wholesale periods noted above, were as ~~follows (2021 period includes Tiffin Group shipments):~~follows:


		U.S. and Canada Wholesale Unit Shipments					U.S. and Canada Wholesale Unit Shipments
		Nine Months Ended September 30,		Increase	%		Calendar Quarter Ended March 31,		Increase	%
		2021	2020	(Decrease)	Change		2022	2021	(Decrease)	Change
North American Towable Units	North American Towable Units	178,249	116,323	61,926	53.2	North American Towable Units	68,720	58,858	9,862	16.8
North American Motorized Units	North American Motorized Units	21,229	11,426	9,803	85.8	North American Motorized Units	8,311	6,990	1,321	18.9
Total	Total	199,478	127,749	71,729	56.1	Total	77,031	65,848	11,183	17.0

Company North American Retail Statistics

Retail statistics of the Company’s North American RV products, as reported by Stat Surveys, for the ~~nine-month periods~~three months ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~ to correspond to the North American industry retail periods noted above, were as ~~follows (2021 period includes Tiffin Group registrations):~~follows:


		U.S. and Canada Retail Unit Registrations					U.S. and Canada Retail Unit Registrations
		Nine Months Ended September 30,		Increase	%		Calendar Quarter Ended March 31,		Increase	%
		2021	2020	(Decrease)	Change		2022	2021	(Decrease)	Change
North American Towable Units	North American Towable Units	176,997	157,867	19,130	12.1	North American Towable Units	35,991	46,461	(10,470)	(22.5)
North American Motorized Units	North American Motorized Units	20,349	15,757	4,592	29.1	North American Motorized Units	6,296	6,427	(131)	(2.0)
Total	Total	197,346	173,624	23,722	13.7	Total	42,287	52,888	(10,601)	(20.0)

North American Outlook

The impact of current macroeconomic factors on our business – including inflation, rising interest rates, supply chain constraints and geopolitical events – is uncertain, and the extent to which the COVID-19 pandemic may continue to impact our business in future periods still remains uncertain and unpredictable. Nonetheless, our outlook for future growth in North American retail sales in ~~both the short term and~~ the long term remains optimistic as there are many factors driving ~~the current~~product demand that we believe will continue even after the pandemic ends. ~~In the near-term, we~~We believe consumers are likely to continue altering their future vacation and travel plans, opting for fewer vacations via air travel, cruise ships and hotels, and preferring vacations that RVs are uniquely positioned to provide, where they can continue practicing social distancing while also allowing them the ability to explore or unwind, often close to home. Minimal-contact vacation options like road trips and camping may prove ideal for people who want to limit pandemic-related risks involved with close personal interactions. ~~We will, however, need to continue to manage through anticipated supply chain issues noted below, which may limit the level to which we can increase output in the near term.~~

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~~Longer term, a~~A positive outlook for the North American RV segment is also supported by surveys conducted by THOR, RVIA and others, which show that Americans love the freedom of the outdoors and the enrichment that comes with living an active lifestyle. RVs allow people to be in control of their travel experiences, going where they want, when they want and with the people they want. The RV units we design, produce and sell allow people to spend time outdoors pursuing their favorite activities, creating cherished moments and deeply connecting with family and friends. Based on the increasing value consumers place on these factors, we expect to see long-term growth in the North American RV industry. ~~Longer term, we also believe~~Historically, retail sales ~~will be~~have been dependent upon various economic conditions faced by consumers, such as the rate of unemployment, the rate of inflation, the level of consumer confidence, the disposable income of consumers, changes in interest rates, credit availability, the health of the housing market, changes in tax rates and fuel availability and prices. In addition, we believe that the availability of camping and RV parking facilities will be an important factor in the future growth of the industry and view both the significant recent investments and the future committed investments by campground owners, states and the federal government in camping facilities and accessibility to state and federal parks and forests to be positive long-term factors.

Economic and industry-wide factors that have historically affected, and we believe will continue to affect, our ~~RV business,~~operating results include the costs of commodities, the availability of critical supply components ~~the impact of actual or threatened tariffs on commodity costs~~ and labor costs incurred in the production of our products. Material and labor costs are the primary factors determining our cost of products sold, and any future increases in raw material or labor costs will impact our profit margins negatively if we are unable to offset those cost increases through a combination of product decontenting, material sourcing strategies, efficiency improvements or raising the selling prices for our products by corresponding amounts. Historically, we have generally been able to offset net cost increases over time.

We continue to be alerted by a number of our North American chassis suppliers that supply constraints of key components that they require for the manufacturing of chassis, particularly semiconductor chips, will limit their production of chassis, and hence, our production and sales of motorized RVs will also be negatively impacted. The North American RV industry has, from time to time in the past and continuing into the quarter ended ~~October 31, 2021,~~April 30, 2022, experienced shortages of chassis for these and various other reasons, including component shortages, production delays and intermittent work stoppages at the chassis manufacturers. If these shortages continue for a prolonged period for any reason, it ~~would~~will have a negative impact on our production rates and hence on our sales and earnings.

The North American RV industry is also facing continuing cost increases, supply shortages and delivery delays of other, non-chassis, raw material components. While our supply chain has been resilient enough to support us during our recent growth in sales and production, these shortages and constraints have negatively impacted our ability to further ramp up production rates, primarily of our motorized products and motorized sales during the current fiscal year, and has caused an increase in work in process inventory as of ~~October 31, 2021.~~April 30, 2022. We believe these shortages and delays will continue to ~~result in production delays or adjusted production rates, which will~~ limit our ability to ramp up production to meet existing demand and could have a negative impact on our results of operations. If shortages of chassis or other component parts were to become more significant or longer term in nature, ~~or if other factors were to impact our suppliers’ ability to fully supply our needs for key components,~~ our costs of such components and our production output could be adversely affected. Where possible, we continue to work closely with our suppliers on various supply chain strategies to minimize these constraints, and we continue to identify alternative suppliers. The geographic centrality of the North American RV industry in northern Indiana, where the majority of our facilities and many of our suppliers are located, could exacerbate supply chain and other COVID-19 related risks, should northern Indiana, or any of the other areas in which we, our suppliers or our customers operate, become disproportionately impacted by the pandemic or other factors.

European RV Industry ~~Outlook — Europe~~

The Company monitors retail trends in the European RV market as reported by the European Caravan Federation (“ECF”), whose industry data is reported to the public quarterly and typically issued on a one-to-two-month lag. Additionally, on a monthly basis, the Company receives OEM-specific reports from most of the individual member countries that make up the ECF. As these reports are coming directly from the ECF member countries, timing and content vary, but typically the reports are issued on a one-to-two-month lag as well. While most countries provide OEM-specific information, the United Kingdom, which made up ~~22.0%~~23.2% and ~~7.8%~~7.6% of the European caravan and motorcaravan (including campervans) ~~European~~ market for the ~~nine~~three months ended ~~September 30, 2021,~~March 31, 2022, respectively, does not provide OEM-specific information. Industry wholesale shipment data for the European RV market is not available.

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Within Europe, over 90% of our sales are made to dealers within 1310 different European countries. The market conditions, as well as the operating status of our independent dealers within each country, vary based on the various local economic conditions, the current impact of COVID-19 and the local responses and restrictions in place to manage the pandemic. It is inherently difficult to generalize about the operating conditions within the entire European region. However, independent RV dealer inventory levels of our European products are generally below historic levels in the various countries we serve. Within Germany, which accounts for approximately 60% of our European product sales, independent dealer inventory levels are currently below historical ~~norms, with dealers submitting higher levels of orders than typical due to continued high end-consumer demand, as discussed further below.~~norms.

THOR’s European RV backlog as of ~~October 31, 2021 increased $1,039,883,~~April 30, 2022 decreased $465,981, or ~~45.0%~~13.9%, to ~~$3,348,355~~$2,878,052 compared to ~~$2,308,472~~$3,344,033 as of ~~October 31, 2020,~~April 30, 2021, with the ~~increase attributable~~decrease primarily due to ~~a number of causes, including~~ the ~~perceived safety of RV travel during~~decrease in the ~~COVID-19 pandemic, a strong desire to socially distance, a reduction in commercial air travel and cruises as~~current foreign exchange rate compared to ~~historic levels, an increase in various marketing campaigns to promote sales, and~~ the ~~low independent European RV dealer inventory levels noted above.~~prior-year period.

European Industry Retail Statistics

Key retail statistics for the European RV industry, as reported by the ECF for the periods indicated, are as follows:


		European Unit Registrations							European Unit Registrations
		Motorcaravan and Campervan (2)			Caravan				Motorcaravan and Campervan (2)			Caravan
		Nine Months Ended September 30,		%	Nine Months Ended September 30,		%		Calendar Quarter Ended March 31,		%	Calendar Quarter Ended March 31,		%
		2021	2020	Change	2021	2020	Change		2022	2021	Change	2022	2021	Change
OEM Reporting Countries (1)	OEM Reporting Countries (1)	136,627	119,220	14.6	50,525	49,956	1.1	OEM Reporting Countries (1)	34,807	38,356	(9.3)	12,648	12,556	0.7
Non-OEM Reporting Countries (1)	Non-OEM Reporting Countries (1)	14,904	12,605	18.2	16,481	13,100	25.8	Non-OEM Reporting Countries (1)	3,957	3,230	22.5	4,625	3,313	39.6
Total	Total	151,531	131,825	14.9	67,006	63,056	6.3	Total	38,764	41,586	(6.8)	17,273	15,869	8.8

(1)Industry retail registration statistics have been compiled from individual countries reporting of retail sales, and include the following countries: Germany, France, Sweden, Netherlands, Norway, Italy, Spain and others, collectively the “OEM Reporting Countries.” The “Non-OEM Reporting Countries” are primarily the United Kingdom and others. Note: the decrease in the “Non-OEM Reporting Countries” is primarily related to the United Kingdom, as a result of both extended shutdowns due to the COVID-19 pandemic and BREXIT. Total European unit registrations are reported quarterly by ECF.

(2)The ECF reports motorcaravans and campervans together.

Note: Data from the ECF is subject to adjustment, is continuously updated and is often impacted by delays in reporting by various countries. (The “Non-OEM Reporting Countries” either do not report OEM-specific data to the ECF or do not have it available for the entire time period covered.)

Company European Retail Statistics~~(1)~~


		European Unit Registrations (1)					European Unit Registrations (1)
		Nine Months Ended September 30,		Increase	%		Calendar Quarter Ended March 31,		Increase	%
		2021	2020	(Decrease)	Change		2022	2021	(Decrease)	Change
Motorcaravan and Campervan	Motorcaravan and Campervan	33,999	31,295	2,704	8.6	Motorcaravan and Campervan	7,493	8,878	(1,385)	(15.6)
Caravan	Caravan	9,170	10,307	(1,137)	(11.0)	Caravan	1,994	2,035	(41)	(2.0)
Total OEM-Reporting Countries	Total OEM-Reporting Countries	43,169	41,602	1,567	3.8	Total OEM-Reporting Countries	9,487	10,913	(1,426)	(13.1)

(1)Company retail registration statistics have been compiled from individual countries reporting of retail sales, and include the following countries: Germany, France, Sweden, Netherlands, Norway, Italy, Spain and others, collectively the “OEM Reporting Countries.”

Note: Data from the ECF is subject to adjustment, is continuously updated and is often impacted by delays in reporting by various countries.

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European Outlook

Our European operations offer a full lineup of leisure vehicles including caravans, urban campers, campervans and small-to-large motorcaravans. Our product ~~offering is~~offerings are not limited to vehicles only but also ~~includes~~include accessories and services, including vehicle rentals. ~~In addition, we~~We address ~~our~~ European ~~end~~retail customers through a sophisticated brand management approach based on consumer segmentation according to target group, core values and emotions. With the help of data-based and digital marketing, we intend to continue expanding our retail customer reach, in particular, to new and younger consumer segments.

The impact of current macroeconomic factors on our business – including increasing inflation and interest rates, supply chain constraints, and geopolitical events – is uncertain. In addition, although it’s impact is lessening, the extent to which the COVID-19 pandemic may impact our business in future periods remains uncertain and unpredictable. Our outlook for future growth in European RV retail sales depends upon the various economic and regulatory conditions in the respective countries in which we sell our products, and ~~also depends~~ on our ability to manage through supply chain issues that have, and will continue to, limit the level to which we can increase output in the near term. End-customer demand for RVs depends strongly on consumer confidence. Factors such as the rate of unemployment, the rate of inflation, private consumption and investments, growth in disposable income of consumers, changes in interest rates, the health of the housing market, changes in tax rates and regulatory restrictions, and, most recently, travel safety considerations all influence retail sales. ~~We believe our~~Our long-term outlook for future growth in European RV retail sales remains positive as more and more people discover RVs as a way to support their lifestyle in search of independence and individuality, as well as using the RV as a multi-purpose vehicle to escape urban life and explore outdoor activities and nature.

~~Historically,~~Prior to the pandemic, we and our independent European dealers ~~have~~ marketed our European recreational vehicles through numerous RV fairs at the country and regional levels which ~~occur~~occurred throughout the calendar year. These fairs have historically been well-attended events that ~~allow~~allowed retail consumers the ability to see the newest products, features and designs and to talk with product experts in addition to being able to purchase or order an RV. ~~The~~Since the start of the pandemic, the protection of the health of our employees, customers and dealer-partners ishas been our top priority. As a result, we ~~have~~ cancelled our participation in most European trade fairs and major events ~~through the end of~~in calendar 2021 and currently plan on limited participation in calendar 2022.

In place of the trade fairs, we have and will continue to strengthen and expand our digital activities in order to reach high potential target groups, generate leads and steer customers directly to dealerships. With over 1,000 active dealer-partners in Germany and throughout Europe, we believe our European brands have one of the strongest and most professionally structured dealer and service networks in Europe.

Economic or industry-wide factors affecting our European RV ~~business~~operating results include the availability and costs of commodities and component parts and the labor used in the manufacture of our products. Material and labor costs are the primary factors determining our cost of products sold and any future increases in these costs will impact our profit margins negatively if we are unable to offset those cost increases through a combination of product decontenting, material sourcing strategies, efficiency improvements or raising the selling prices for our products by corresponding amounts.

We continue to be alerted by a number of our European chassis suppliers that supply constraints of key components that they require for the manufacturing of chassis, including, but not limited to, semiconductor chips, will continue to limit their production of RV chassis. ~~Continuing~~Exacerbating this situation is the fact that certain of the chassis we have historically utilized in the ~~quarter~~production of certain of our higher volume products require a higher number of semiconductors compared to other chassis. For the nine months ended ~~October 31, 2021,~~April 30, 2022, we experienced delays in the receipt of, and ~~a reduction~~significant reductions in the volume of, chassis from our European chassis suppliers, limiting our ability to further increase production. We expect these ongoing challenges to persist and, in particular, anticipate continued delays in receipt of chassis in Europe as well as ~~a reduction~~significant reductions in the number of chassis to be received in fiscal ~~2022.~~2022 and continuing into at least the first half of fiscal 2023 compared to our planned production rates. As a result, these limitations in the availability of chassis will ~~limit~~inhibit our ability to consistently maintain our planned production levels, and will limit our ability to ramp up production and sales of certain products despite dealer demand for those products.

In Europe, we also continue to experience cost increases, supply shortages and delivery delays of other, non-chassis, raw material components which negatively impacted our ability to further ramp up production and sales in the current fiscal year and has caused an increase in our work in process inventory as of ~~October 31, 2021.~~April 30, 2022. We believe these shortages and delays will continue to result in production delays or adjusted production rates in the near term, which will limit our ability to ramp up production and sales to meet existing demand and ~~could~~will have a negative impact on our European operating results.

Where possible, to minimize the future impact of these supply chain constraints, we have identified a second-source supplier base for certain component ~~parts. However, due to~~parts, however, the overall scope of supply chain constraints within Europe and the engineering requirements ~~it is generally not possible to quickly change~~required with an alternate component part, particularly the chassis our various units are built ~~upon.~~upon, has limited the impact of these alternative suppliers on reducing our near-term supply constraints.

If shortages of chassis or other component parts were to become more significant or longer term in nature, or if other factors were to impact our suppliers’ ability to supply our needs for key components, our costs of such components and our production output ~~could~~would be adversely affected. In addition, if the adverse impact of COVID-19 on our vendors increases or is prolonged, the limited availability of key components, including chassis, will have a further negative impact on our production output during fiscal 2022. Uncertainties related to changing emission standards, such as the Euro 6d standard which became effective as of January 2020 for new models and became effective for certain vehicles starting January 2021 and ~~will become effective for~~certain other vehicles starting January 2022, may also impact the availability of chassis used in our production of certain European motorized RVs and could also impact consumer buying patterns.

In addition to material supply constraints, labor shortages may also impact our European operations. Currently, we are experiencing a ~~number~~shortage of available skilled workers due to near full employment rates in the ~~employees of our production facilities in Europe reside in one country while working in another, and therefore travel restrictions imposed by certain~~European countries ~~within Europe may negatively impact the availability of our labor force and therefore our production output.~~where we have manufacturing sites.

3034

Three Months Ended ~~October 31, 2021~~April 30, 2022 Compared to the Three Months Ended ~~October 31, 2020~~April 30, 2021


NET SALES:	NET SALES:	Three Months Ended October 31, 2021		Three Months Ended October 31, 2020		Change Amount		% Change	NET SALES:	Three Months Ended April 30, 2022		Three Months Ended April 30, 2021		Change Amount		% Change
Recreational vehicles	Recreational vehicles								Recreational vehicles
North American Towables	North American Towables	$	2,240,834	$	1,392,044	$	848,790	61.0	North American Towables	$	2,640,137	$	1,726,102	$	914,035	53.0
North American Motorized	North American Motorized	925,028		493,855		431,173		87.3	North American Motorized	1,053,045		775,393		277,652		35.8
Total North America	Total North America	3,165,862		1,885,899		1,279,963		67.9	Total North America	3,693,182		2,501,495		1,191,687		47.6
European	European	632,997		602,488		30,509		5.1	European	724,002		894,240		(170,238)		(19.0)
Total recreational vehicles	Total recreational vehicles	3,798,859		2,488,387		1,310,472		52.7	Total recreational vehicles	4,417,184		3,395,735		1,021,449		30.1
Other	Other	257,830		80,707		177,123		219.5	Other	383,170		106,960		276,210		258.2
Intercompany eliminations	Intercompany eliminations	(98,465)		(31,734)		(66,731)		(210.3)	Intercompany eliminations	(142,837)		(43,431)		(99,406)		(228.9)
Total	Total	$	3,958,224	$	2,537,360	$	1,420,864	56.0	Total	$	4,657,517	$	3,459,264	$	1,198,253	34.6

# OF UNITS:
Recreational vehicles
North American Towables 68,437 50,341 18,096 35.9
North American Motorized 7,337 5,167 2,170 42.0
Total North America 75,774 55,508 20,266 36.5
European 12,327 12,226 101 0.8
Total 88,101 67,734 20,367 30.1


GROSS PROFIT:				% of Segment Net Sales			% of Segment Net Sales	Change Amount		% Change
# OF UNITS:											# OF UNITS:
Recreational vehicles	Recreational vehicles										Recreational vehicles
North American Towables	North American Towables	$	408,539	18.2	$	219,848	15.8	$	188,691	85.8	North American Towables	69,550	60,147	9,403	15.6
North American Motorized	North American Motorized	139,721		15.1	68,102		13.8	71,619		105.2	North American Motorized	7,873	7,162	711	9.9
Total North America	Total North America	548,260		17.3	287,950		15.3	260,310		90.4	Total North America	77,423	67,309	10,114	15.0
European	European	67,444		10.7	72,381		12.0	(4,937)		(6.8)	European	16,001	18,288	(2,287)	(12.5)
Total recreational vehicles		615,704		16.2	360,331		14.5	255,373		70.9
Other, net		39,720		15.4	18,521		22.9	21,199		114.5
Total	Total	$	655,424	16.6	$	378,852	14.9	$	276,572	73.0	Total	93,424	85,597	7,827	9.1

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:
Recreational vehicles
North American Towables $ 133,812 6.0 $ 70,338 5.1 $ 63,474 90.2
North American Motorized 48,081 5.2 25,152 5.1 22,929 91.2
Total North America 181,893 5.7 95,490 5.1 86,403 90.5
European 67,516 10.7 60,421 10.0 7,095 11.7
Total recreational vehicles 249,409 6.6 155,911 6.3 93,498 60.0
Other 15,127 5.9 5,436 6.7 9,691 178.3
Corporate 31,347 — 20,416 — 10,931 53.5
Total $ 295,883 7.5 $ 181,763 7.2 $ 114,120 62.8


GROSS PROFIT:			% of Segment Net Sales			% of Segment Net Sales	Change Amount		% Change
Recreational vehicles
North American Towables	$	453,907	17.2	$	264,476	15.3	$	189,431	71.6
North American Motorized	173,904		16.5	96,288		12.4	77,616		80.6
Total North America	627,811		17.0	360,764		14.4	267,047		74.0
European	99,845		13.8	120,159		13.4	(20,314)		(16.9)
Total recreational vehicles	727,656		16.5	480,923		14.2	246,733		51.3
Other, net	79,789		20.8	24,357		22.8	55,432		227.6
Total	$	807,445	17.3	$	505,280	14.6	$	302,165	59.8


SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:
Recreational vehicles
North American Towables	$	118,913	4.5	$	89,015	5.2	$	29,898	33.6
North American Motorized	54,800		5.2	38,391		5.0	16,409		42.7
Total North America	173,713		4.7	127,406		5.1	46,307		36.3
European	62,590		8.6	65,943		7.4	(3,353)		(5.1)
Total recreational vehicles	236,303		5.3	193,349		5.7	42,954		22.2
Other	22,537		5.9	6,876		6.4	15,661		227.8
Corporate	22,836		—	31,609		—	(8,773)		(27.8)
Total	$	281,676	6.0	$	231,834	6.7	$	49,842	21.5

3135


INCOME (LOSS) BEFORE INCOME TAXES:	INCOME (LOSS) BEFORE INCOME TAXES:	Three Months Ended October 31, 2021		% of Segment Net Sales	Three Months Ended October 31, 2020		% of Segment Net Sales	Change Amount		% Change	INCOME (LOSS) BEFORE INCOME TAXES:	Three Months Ended April 30, 2022		% of Segment Net Sales	Three Months Ended April 30, 2021		% of Segment Net Sales	Change Amount		% Change
Recreational vehicles	Recreational vehicles										Recreational vehicles
North American Towables	North American Towables	$	266,282	11.9	$	141,179	10.1	$	125,103	88.6	North American Towables	$	326,697	12.4	$	167,693	9.7	$	159,004	94.8
North American Motorized	North American Motorized	88,898		9.6	41,567		8.4	47,331		113.9	North American Motorized	116,293		11.0	54,780		7.1	61,513		112.3
Total North America	Total North America	355,180		11.2	182,746		9.7	172,434		94.4	Total North America	442,990		12.0	222,473		8.9	220,517		99.1
European	European	(17,976)		(2.8)	(5,506)		(0.9)	(12,470)		(226.5)	European	20,559		2.8	43,993		4.9	(23,434)		(53.3)
Total recreational vehicles	Total recreational vehicles	337,204		8.9	177,240		7.1	159,964		90.3	Total recreational vehicles	463,549		10.5	266,466		7.8	197,083		74.0
Other, net	Other, net	23,529		9.1	11,490		14.2	12,039		104.8	Other, net	46,910		12.2	16,667		15.6	30,243		181.5
Corporate	Corporate	(47,891)		—	(42,411)		—	(5,480)		(12.9)	Corporate	(48,052)		—	(50,454)		—	2,402		4.8
Total	Total	$	312,842	7.9	$	146,319	5.8	$	166,523	113.8	Total	$	462,407	9.9	$	232,679	6.7	$	229,728	98.7

ORDER BACKLOG: As of
October 31, 2021 As of
October 31, 2020 Change
Amount %
Change
Recreational vehicles
North American Towables $ 10,444,698 $ 4,397,713 $ 6,046,985 137.5
North American Motorized 4,277,378 2,215,069 2,062,309 93.1
Total North America 14,722,076 6,612,782 8,109,294 122.6
European 3,348,355 2,308,472 1,039,883 45.0
Total $ 18,070,431 $ 8,921,254 $ 9,149,177 102.6


ORDER BACKLOG:	As of April 30, 2022		As of April 30, 2021		Change Amount		% Change
Recreational vehicles
North American Towables	$	6,899,675	$	7,429,729	$	(530,054)	(7.1)
North American Motorized	4,100,040		3,550,286		549,754		15.5
Total North America	10,999,715		10,980,015		19,700		0.2
European	2,878,052		3,344,033		(465,981)		(13.9)
Total	$	13,877,767	$	14,324,048	$	(446,281)	(3.1)

CONSOLIDATED

Consolidated net sales for the three months ended ~~October 31, 2021~~April 30, 2022 increased ~~$1,420,864,~~$1,198,253, or ~~56.0%~~34.6%, compared to the three months ended ~~October 31, 2020.~~April 30, 2021. The increase in consolidated net sales is primarily due to the ~~continuing~~ increase in ~~consumer~~product demand ~~for RVs~~ and ~~recent acquisitions.~~acquisitions since the prior-year period, in addition to selling price increases to offset known and anticipated material cost increase since the prior-year period. The ~~addition of the Tiffin Group, acquired on December 18, 2020, accounted for $228,284 of the $1,420,864 increase in net sales, or 9.0% of the 56.0% increase, while the~~ addition of Airxcel, acquired on September 1, 2021, accounted for ~~$88,778~~$153,963 of the ~~$1,420,864~~$1,198,253 increase in net sales, or ~~3.5%~~4.5% of the ~~56.0%~~34.6% increase. Approximately ~~16.0%~~15.5% of the Company’s net sales for the quarter ended ~~October 31, 2021~~April 30, 2022 were transacted in a currency other than the U.S. dollar. The Company’s most material exchange rate exposure is sales in Euros. ~~Regarding the $1,420,864,~~The $1,198,253, or ~~56.0%~~34.6%, increase in consolidated net sales ~~the impact~~includes a decrease of $60,964 resulting from the change in currency exchange rates between the two ~~periods was not material.~~periods. To determine this impact, net sales transacted in currencies other than U.S. dollars have been translated to U.S. dollars using the average exchange rates that were in effect during the comparative period.

Consolidated gross profit for the three months ended ~~October 31, 2021~~April 30, 2022 increased ~~$276,572,~~$302,165, or ~~73.0%~~59.8%, compared to the three months ended ~~October 31, 2020.~~April 30, 2021. Consolidated gross profit was ~~16.6%~~17.3% of consolidated net sales for the three months ended ~~October 31, 2021~~April 30, 2022 and ~~14.9%~~14.6% for the three months ended ~~October 31, 2020.~~April 30, 2021. The increases in consolidated gross profit and the consolidated gross profit percentage were both primarily due to the impact of the increase in net sales in the current-year period compared to the prior-year period and gross margin cost percentage improvements noted in the segment discussions below.

Selling, general and administrative expenses for the three months ended ~~October 31, 2021~~April 30, 2022 increased ~~$114,120,~~$49,842, or ~~62.8%~~21.5%, compared to the three months ended ~~October 31, 2020,~~April 30, 2021, primarily due to the ~~56.0%~~ increase in net ~~sales.~~sales given the variable nature of certain selling, general and administrative costs.

Amortization of intangible assets expense for the three months ended ~~October 31, 2021~~April 30, 2022 increased ~~$5,787~~$10,245 to $40,725 compared to $30,480 for the three months ended ~~October 31, 2020,~~April 30, 2021, with the increase primarily due to additional amortization of ~~$2,489 and $2,184~~$10,829 from the ~~acquisitions~~acquisition of ~~the Tiffin Group and~~ Airxcel ~~respectively,~~ as discussed in Note 2 to the Condensed Consolidated Financial Statements.

Income before income taxes for the three months ended ~~October 31, 2021~~April 30, 2022 was ~~$312,842,~~$462,407, as compared to ~~$146,319~~$232,679 for the three months ended ~~October 31, 2020,~~April 30, 2021, an increase of ~~$166,523,~~$229,728, or ~~113.8%~~98.7%, primarily driven by the increase in net sales and the increase in the consolidated gross profit percentage noted above.

3236

The overall effective income tax rate for the three months ended April 30, 2022 was 25.2% compared with 21.5% for the three months ended April 30, 2021. The primary reason for the increase in the overall effective income tax rate was certain unfavorable tax provision adjustments that primarily resulted from changes in estimates while completing the prior year tax return during the three months ended April 30, 2022.

Additional information concerning the changes in net sales, gross profit, selling, general and administrative expenses and income before income taxes are addressed below and in the segment reporting that follows.

Corporate costs included in selling, general and administrative expenses ~~increased $10,931~~decreased $8,773 to ~~$31,347~~$22,836 for the three months ended ~~October 31, 2021~~April 30, 2022 compared to ~~$20,416~~$31,609 for the three months ended ~~October 31, 2020, an increase~~April 30, 2021, a decrease of ~~53.5%~~27.8%. This ~~increase includes increased compensation costs, including an increase~~decrease primarily relates to a decrease in deferred compensation ~~expense~~ of ~~$2,135,~~$14,084, which was effectively offset by the increase in other ~~income~~expense related to the deferred compensation plan assets as noted below. In addition, incentive compensation increased $1,556 due to the increase in income before income taxes compared to the prior-year period, and stock-based and other compensation increased $1,054. Charitable contributions also increased $1,319. Legal and professional fees also increased $1,076, primarily due to acquisition-related costs, andOther changes include costs recorded at Corporate related to our standby repurchase ~~obligations increased~~obligation reserve increasing by ~~$2,000~~$2,699 due to dealer inventory levels increasing in the current-year period ~~as compared to~~while dealer inventory ~~decreasing~~decreased in the prior-year ~~period.~~period, and compensation-related costs increased by $2,506. In addition, charitable contributions increased $1,052.

Corporate interest, costs of products sold and other income and expense was ~~$16,544~~$25,216 of net expense for the three months ended ~~October 31, 2021~~April 30, 2022 compared to ~~$21,995~~$18,845 of net expense for the three months ended ~~October 31, 2020.~~April 30, 2021. This ~~decrease~~increase in net expense of ~~$5,451 was primarily due to a decrease in interest expense and fees of $3,278 on our debt due primarily to reduced interest rates compared to the prior-year period. This decrease also~~$6,371 included the change in the fair value of the Company’s deferred compensation plan assets, primarily due to market fluctuations, ~~and investment income,~~ which resulted in ~~a $2,087~~an increase in ~~income,~~other expense, net ~~in the current-year period as~~of $14,379 compared to the prior-year period.

~~The overall effective income tax rate for~~ Research and development costs, which are related to product electrification and other Corporate-led innovation initiatives and are included in cost of products sold, also increased $1,084. These increases in expense were partially offset by a non-cash foreign currency gain of $6,770 related to certain Euro-denominated loans in the three months ended ~~October 31, 2021 was 21.7%~~April 30, 2022 as compared ~~with 21.0% for~~to a nominal gain in the ~~three months ended October 31, 2020. The primary reason for the increase relates~~prior-year period, and a decrease in interest expense and fees on debt facilities of $2,857, primarily due to ~~the jurisdictional mix of pre-tax income between foreign and domestic between the comparable periods.~~reduced interest rates.

3337

Segment Reporting

NORTH AMERICAN TOWABLE RECREATIONAL VEHICLES

Analysis of the change in net sales for the three months ended ~~October 31, 2021~~April 30, 2022 compared to the three months ended ~~October 31, 2020:~~April 30, 2021:

Three Months Ended
October 31, 2021 % of
Segment
Net Sales Three Months Ended
October 31, 2020 % of
Segment
Net Sales Change Amount
%
Change
NET SALES:
North American Towables
Travel Trailers $ 1,409,624 62.9 $ 837,900 60.2 $ 571,724 68.2
Fifth Wheels 831,210 37.1 554,144 39.8 277,066 50.0
Total North American Towables $ 2,240,834 100.0 $ 1,392,044 100.0 $ 848,790 61.0
Three Months Ended
October 31, 2021 % of
Segment
Shipments Three Months Ended
October 31, 2020 % of
Segment
Shipments Change Amount
%
Change
# OF UNITS:
North American Towables
Travel Trailers 54,899 80.2 39,077 77.6 15,822 40.5
Fifth Wheels 13,538 19.8 11,264 22.4 2,274 20.2
Total North American Towables 68,437 100.0 50,341 100.0 18,096 35.9
IMPACT OF CHANGE IN PRODUCT MIX AND PRICE ON NET SALES:
%
Change
North American Towables
Travel Trailers 27.7
Fifth Wheels 29.8
Total North American Towables 25.1


	Three Months Ended April 30, 2022		% of Segment Net Sales	Three Months Ended April 30, 2021		% of Segment Net Sales	Change Amount		% Change
NET SALES:
North American Towables
Travel Trailers	$	1,655,846	62.7	$	1,060,058	61.4	$	595,788	56.2
Fifth Wheels	984,291		37.3	666,044		38.6	318,247		47.8
Total North American Towables	$	2,640,137	100.0	$	1,726,102	100.0	$	914,035	53.0

	Three Months Ended April 30, 2022		% of Segment Shipments	Three Months Ended April 30, 2021		% of Segment Shipments	Change Amount		% Change
# OF UNITS:
North American Towables
Travel Trailers	55,660		80.0	47,143		78.4	8,517		18.1
Fifth Wheels	13,890		20.0	13,004		21.6	886		6.8
Total North American Towables	69,550		100.0	60,147		100.0	9,403		15.6

IMPACT OF CHANGE IN PRODUCT MIX AND PRICE ON NET SALES:									% Change
North American Towables
Travel Trailers									38.1
Fifth Wheels									41.0
Total North American Towables									37.4

The increase in total North American towables net sales of ~~61.0%~~53.0% compared to the prior-year quarter resulted from a ~~35.9%~~15.6% increase in unit shipments and a ~~25.1%~~37.4% increase in the overall net price per unit due to the impact of changes in product mix and price. The increase in North American towables net sales is due to the continuing increase in consumer demand. The addition of the Tiffin Group, acquired on December 18, 2020, accounted for $27,129 of the $848,790 increase and for 1.9% of the 61.0% increase. According to statistics published by RVIA, for the three months ended ~~October 31, 2021,~~April 30, 2022, combined North American travel trailer and fifth wheel wholesale unit shipments increased ~~30.3%~~14.1% compared to the same period last year. According to the most recently published statistics from Stat Surveys, for the three months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ our North American market share for travel trailers and fifth wheels combined was ~~42.0%~~40.8% and ~~42.4%~~40.6%, respectively. Comparisons of Company shipments to industry shipments on a quarterly basis would not necessarily be indicative of the results expected for a full fiscal year.

The increase in the overall net price per unit within the travel trailer product line of ~~27.7%~~38.1% and the overall net price per unit within the fifth wheel product ~~lines~~line of ~~29.8% was~~41.0% were primarily due to the combination of reduced sales discounts, product mix changes and selective net selling price increases, primarily to offset known and anticipated material cost increases, compared to the prior-year quarter.

3438

North American towables cost of products sold increased ~~$660,099~~$724,604 to ~~$1,832,295,~~$2,186,230, or ~~81.8%~~82.8% of North American towables net sales, for the three months ended ~~October 31, 2021~~April 30, 2022 compared to ~~$1,172,196,~~$1,461,626, or ~~84.2%~~84.7% of North American towables net sales, for the three months ended ~~October 31, 2020.~~April 30, 2021. The changes in material, labor, freight-out and warranty costs comprised ~~$627,913~~$702,194 of the ~~$660,099~~$724,604 increase in cost of products sold. Material, labor, freight-out and warranty costs as a combined percentage of North American towables net sales decreased to ~~76.8%~~78.2% for the three months ended ~~October 31, 2021~~April 30, 2022 compared to ~~78.4%~~78.9% for the three months ended ~~October 31, 2020,~~April 30, 2021, primarily as a result of a decrease in the labor cost percentage, mainly due to increased volumes combined with a more ~~stable and~~ efficient workforce compared to the prior-year period. The freight-out cost percentage also decreased due to a higher percentage of units being picked up by dealers in the current-year period as opposed to being delivered, and the warranty cost percentage also decreased. These reductions were partially offset by an increase in the material cost percentage compared to the prior-year period, as the continued benefits from reduced sales discounts and selling price increases since the prior-year period, which effectively increases net selling prices and correspondingly decreases the material cost percentage, were more than offset by continued material cost increases since the prior-year period. Total manufacturing overhead increased $22,410 with the increase in sales, but decreased as a percentage of North American towables net sales from 5.8% to 4.6% as the significantly increased net sales levels resulted in lower overhead costs per unit sold.

North American towables gross profit increased $189,431 to $453,907, or 17.2% of North American towables net sales, for the three months ended April 30, 2022 compared to $264,476, or 15.3% of North American towables net sales, for the three months ended April 30, 2021. The increase in gross profit was driven by the increase in net sales and the increase in the gross profit percentage is due to the decrease in the cost of products sold percentage noted above.

North American towables selling, general and administrative expenses were $118,913, or 4.5% of North American towables net sales, for the three months ended April 30, 2022 compared to $89,015, or 5.2% of North American towables net sales, for the three months ended April 30, 2021. This $29,898 increase is primarily due to the impact of the increase in North American towables net sales and income before income taxes, which caused related commissions, incentive and other compensation to increase by $29,245. The decrease in the overall selling, general and administrative expense percentage is primarily due to the increase in net sales.

North American towables income before income taxes was $326,697, or 12.4% of North American towables net sales, for the three months ended April 30, 2022 compared to $167,693, or 9.7% of North American towables net sales, for the three months ended April 30, 2021. The primary reason for the increase in North American towables income before income taxes was the increase in North American towables net sales, and the primary reasons for the increase in percentage were the decreases in both the cost of products sold and selling, general and administrative expense percentages noted above.

NORTH AMERICAN MOTORIZED RECREATIONAL VEHICLES

Analysis of the change in net sales for the three months ended April 30, 2022 compared to the three months ended April 30, 2021:


	Three Months Ended April 30, 2022		% of Segment Net Sales	Three Months Ended April 30, 2021		% of Segment Net Sales	Change Amount		% Change
NET SALES:
North American Motorized
Class A	$	474,674	45.1	$	323,547	41.7	$	151,127	46.7
Class C	335,444		31.9	342,425		44.2	(6,981)		(2.0)
Class B	242,927		23.0	109,421		14.1	133,506		122.0
Total North American Motorized	$	1,053,045	100.0	$	775,393	100.0	$	277,652	35.8

	Three Months Ended April 30, 2022		% of Segment Shipments	Three Months Ended April 30, 2021		% of Segment Shipments	Change Amount		% Change
# OF UNITS:
North American Motorized
Class A	2,463		31.3	2,059		28.7	404		19.6
Class C	3,131		39.8	3,983		55.6	(852)		(21.4)
Class B	2,279		28.9	1,120		15.7	1,159		103.5
Total North American Motorized	7,873		100.0	7,162		100.0	711		9.9

IMPACT OF CHANGE IN PRODUCT MIX AND PRICE ON NET SALES:									% Change
North American Motorized
Class A									27.1
Class C									19.4
Class B									18.5
Total North American Motorized									25.9

The increase in total North American motorized net sales of 35.8% compared to the prior-year quarter resulted from a 9.9% increase in unit shipments and a 25.9% increase in the overall net price per unit due to the impact of changes in product mix and price. According to statistics published by RVIA, for the three months ended April 30, 2022, combined North American motorhome wholesale unit shipments increased 7.4% compared to the same period last year. According to the most recently published statistics from Stat Surveys, for the three months ended March 31, 2022 and 2021, our North American market share for motorhomes was 50.2% and 48.4%, respectively. Comparisons of Company shipments to industry shipments on a quarterly basis would not necessarily be indicative of the results expected for a full fiscal year.

The increase in the overall net price per unit within the Class A product line of 27.1% was primarily due to selective net selling price increases since the prior-year period to offset known and anticipated material and other input cost increases. The increase in the overall net price per unit within the Class C product line of 19.4% was primarily due to product mix change and selective net selling price increases since the prior-year period to offset rising material and other input costs. The increase in the overall net price per unit within the Class B product line of 18.5% is primarily due to product mix changes, including the recently introduced, higher-priced Tiffin Group Class B offerings, and selective net selling price increases since the prior-year period.

North American motorized cost of products sold increased $200,036 to $879,141, or 83.5% of North American motorized net sales, for the three months ended April 30, 2022 compared to $679,105, or 87.6% of North American motorized net sales, for the three months ended April 30, 2021. The changes in material, labor, freight-out and warranty costs comprised $189,335 of the $200,036 increase primarily due to the increased net sales volume. Material, labor, freight-out and warranty costs as a combined percentage of North American motorized net sales decreased to 78.6% for the three months ended April 30, 2022 compared to 82.3% for the three months ended April 30, 2021, with the decrease primarily due to a decrease in the material cost percentage. The improvement in the material cost percentage is primarily due to a reduction in sales discounts since the prior-year period, which effectively increases net selling prices and correspondingly decreases the material cost percentage, selective net selling price increases to cover known and anticipated material cost increases, and product mix changes. Total manufacturing overhead increased $10,701, primarily due to the net sales increase, but decreased as a percentage of North American motorized net sales from 5.3% to 4.9% as the significantly increased net sales levels resulted in lower overhead costs per unit sold.

North American motorized gross profit increased $77,616 to $173,904, or 16.5% of North American motorized net sales, for the three months ended April 30, 2022 compared to $96,288, or 12.4% of North American motorized net sales, for the three months ended April 30, 2021. The increase in gross profit was driven by the increase in net sales, and the increase in the gross profit percentage is due to the decrease in the cost of products sold percentage noted above.

North American motorized selling, general and administrative expenses were $54,800, or 5.2% of North American motorized net sales, for the three months ended April 30, 2022 compared to $38,391, or 5.0% of North American motorized net sales, for the three months ended April 30, 2021. The primary reason for the $16,409 increase was the increase in North American motorized net sales and income before income taxes, which caused related commissions, incentive and other compensation to increase by $15,770. The increase in the overall selling, general and administrative expense percentage is primarily due to the increase in the incentive and other compensation expense to net sales.

North American motorized income before income taxes was $116,293, or 11.0% of North American motorized net sales, for the three months ended April 30, 2022 compared to $54,780, or 7.1% of North American motorized net sales, for the three months ended April 30, 2021. The primary reason for the increase in North American motorized income before income taxes was the increase in North American motorized net sales, and the primary reason for the increase in percentage was the decrease in the cost of products sold percentage noted above.

EUROPEAN RECREATIONAL VEHICLES

Analysis of the change in net sales for the three months ended April 30, 2022 compared to the three months ended April 30, 2021:


	Three Months Ended April 30, 2022		% of Segment Net Sales	Three Months Ended April 30, 2021		% of Segment Net Sales	Change Amount		% Change
NET SALES:
European
Motorcaravan	$	389,914	53.9	$	489,702	54.8	$	(99,788)	(20.4)
Campervan	150,157		20.7	236,988		26.5	(86,831)		(36.6)
Caravan	114,772		15.9	84,074		9.4	30,698		36.5
Other	69,159		9.5	83,476		9.3	(14,317)		(17.2)
Total European	$	724,002	100.0	$	894,240	100.0	$	(170,238)	(19.0)

	Three Months Ended April 30, 2022		% of Segment Shipments	Three Months Ended April 30, 2021		% of Segment Shipments	Change Amount		% Change
# OF UNITS:
European
Motorcaravan	6,368		39.8	8,177		44.7	(1,809)		(22.1)
Campervan	4,171		26.1	6,306		34.5	(2,135)		(33.9)
Caravan	5,462		34.1	3,805		20.8	1,657		43.5
Total European	16,001		100.0	18,288		100.0	(2,287)		(12.5)


IMPACT OF CHANGES IN FOREIGN CURRENCY, PRODUCT MIX AND PRICE ON NET SALES:

	Foreign Currency %	Mix and Price %	% Change

European
Motorcaravan	(6.8)	8.5	1.7
Campervan	(6.8)	4.1	(2.7)
Caravan	(6.8)	(0.2)	(7.0)
Total European	(6.8)	0.3	(6.5)

The decrease in total European recreational vehicle net sales of 19.0% compared to the prior-year quarter resulted from a 12.5% decrease in unit shipments and a 6.5% decrease in the overall net price per unit due to the total impact of changes in foreign currency, product mix and price. The overall decrease in net sales of $170,238, or 19.0%, is mainly due to the continued chassis constraints limiting motorized product shipments, COVID-related shutdowns and other production disruptions due to component part shortages during the current-year period, as well as the negative impact of the change in foreign exchange rates since the prior year period, which resulted in a decrease of $60,964, or 6.8% of the 19.0% overall decrease.

The overall net price per unit decrease of 6.5% includes the impact of foreign currency exchange rate changes, which accounts for a 6.8% decrease included in the overall 6.5% decrease, partially offset by an increase of 0.3% due to mix and price on a constant-currency basis.

The increase in the overall net price per unit within the Motorcaravan product line of 8.5% was due to the impact of product mix changes and net selling price increases. The increase in the overall net price per unit within the Campervan product line of 4.1% was primarily due to the net impact of product mix changes and net selling price increases. The decrease in the overall net price per unit due to product mix and price within the Caravan product line of 0.2% was primarily due to the impact of product mix changes.

European recreational vehicle cost of products sold decreased $149,924 to $624,157, or 86.2% of European recreational vehicle net sales, for the three months ended April 30, 2022 compared to $774,081, or 86.6% of European recreational vehicle net sales, for the three months ended April 30, 2021. The decrease in material, labor, freight-out and warranty costs comprised $139,196 of the $149,924 decrease primarily due to the decreased net sales volume. Material, labor, freight-out and warranty costs as a combined percentage of European recreational vehicle net sales decreased to 76.9% for the three months ended April 30, 2022 compared to 77.9% for the three months ended April 30, 2021, with the overall decrease primarily due to reductions in both the labor and warranty cost percentages. The material cost percentage was unchanged as the benefits of product mix changes and net selling price increases were offset by increasing material costs. Total manufacturing overhead decreased $10,728 with the decrease in net sales, and increased as a percentage of European recreational vehicle net sales from 8.7% to 9.3% as the lower net sales resulted in a higher percentage of fixed overhead costs in the current-year period.

European recreational vehicle gross profit decreased $20,314 to $99,845, or 13.8% of European recreational vehicle net sales, for the three months ended April 30, 2022 compared to $120,159, or 13.4% of European recreational vehicle net sales, for the three months ended April 30, 2021. The decrease in gross profit is due to the decrease in European recreational vehicle net sales and the increase in the gross profit percentage is due to the decrease in the cost of products sold percentage noted above.

European recreational vehicle selling, general and administrative expenses were $62,590, or 8.6% of European recreational vehicle net sales, for the three months ended April 30, 2022 compared to $65,943, or 7.4% of European recreational vehicle net sales, for the three months ended April 30, 2021. The $3,353 decrease is primarily due to the impact of compensation and benefit costs decreasing by $2,747. Sales-related travel and promotional costs also decreased $889. These decreases were partially offset by an increase in license and tax-related costs, primarily due to a non-recurring favorable settlement on a non-income German tax structure fee in the prior-year period. The increase in the selling, general and administrative expense percentage is primarily due to the increase in the license and tax-related costs percentage and the lower net sales resulting in a higher percentage of fixed selling, general and administrative costs in the current-year period.

European recreational vehicle income before income taxes was $20,559, or 2.8% of European recreational vehicle net sales, for the three months ended April 30, 2022 compared to a net income of $43,993, or 4.9% of European recreational vehicle net sales, for the three months ended April 30, 2021. The decrease in percentage was primarily due to the increase in the selling, general and administrative expense percentage noted above, an increase in the amortization expense percentage of 0.6%, primarily due to the reduction in European recreational vehicle net sales, and a 0.6% increase in other expense as a percentage of European recreational vehicle net sales, primarily due to a non-recurring favorable legal settlement in the prior-year period.

Nine Months Ended April 30, 2022 Compared to the Nine Months Ended April 30, 2021


NET SALES:	Nine Months Ended April 30, 2022		Nine Months Ended April 30, 2021		Change Amount		% Change
Recreational vehicles
North American Towables	$	6,866,059	$	4,491,327	$	2,374,732	52.9
North American Motorized	2,954,879		1,846,243		1,108,636		60.0
Total North America	9,820,938		6,337,570		3,483,368		55.0
European	2,080,729		2,230,191		(149,462)		(6.7)
Total recreational vehicles	11,901,667		8,567,761		3,333,906		38.9
Other	935,146		262,381		672,765		256.4
Intercompany eliminations	(346,054)		(105,730)		(240,324)		(227.3)
Total	$	12,490,759	$	8,724,412	$	3,766,347	43.2


# OF UNITS:
Recreational vehicles
North American Towables	194,231	158,891	35,340	22.2
North American Motorized	22,589	17,916	4,673	26.1
Total North America	216,820	176,807	40,013	22.6
European	43,189	45,095	(1,906)	(4.2)
Total	260,009	221,902	38,107	17.2


GROSS PROFIT:			% of Segment Net Sales			% of Segment Net Sales	Change Amount		% Change
Recreational vehicles
North American Towables	$	1,239,162	18.0	$	711,980	15.9	$	527,182	74.0
North American Motorized	469,906		15.9	239,508		13.0	230,398		96.2
Total North America	1,709,068		17.4	951,488		15.0	757,580		79.6
European	257,418		12.4	287,177		12.9	(29,759)		(10.4)
Total recreational vehicles	1,966,486		16.5	1,238,665		14.5	727,821		58.8
Other, net	171,657		18.4	60,344		23.0	111,313		184.5
Total	$	2,138,143	17.1	$	1,299,009	14.9	$	839,134	64.6


SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:
Recreational vehicles
North American Towables	$	345,778	5.0	$	232,549	5.2	$	113,229	48.7
North American Motorized	152,535		5.2	93,184		5.0	59,351		63.7
Total North America	498,313		5.1	325,733		5.1	172,580		53.0
European	193,170		9.3	192,673		8.6	497		0.3
Total recreational vehicles	691,483		5.8	518,406		6.1	173,077		33.4
Other	55,982		6.0	18,561		7.1	37,421		201.6
Corporate	97,544		—	82,819		—	14,725		17.8
Total	$	845,009	6.8	$	619,786	7.1	$	225,223	36.3


INCOME (LOSS) BEFORE INCOME TAXES:	Nine Months Ended April 30, 2022		% of Segment Net Sales	Nine Months Ended April 30, 2021		% of Segment Net Sales	Change Amount		% Change
Recreational vehicles
North American Towables	$	868,874	12.7	$	456,752	10.2	$	412,122	90.2
North American Motorized	309,228		10.5	139,768		7.6	169,460		121.2
Total North America	1,178,102		12.0	596,520		9.4	581,582		97.5
European	12,248		0.6	48,703		2.2	(36,455)		(74.9)
Total recreational vehicles	1,190,350		10.0	645,223		7.5	545,127		84.5
Other, net	93,531		10.0	37,801		14.4	55,730		147.4
Corporate	(162,379)		—	(140,067)		—	(22,312)		(15.9)
Total	$	1,121,502	9.0	$	542,957	6.2	$	578,545	106.6

CONSOLIDATED

Consolidated net sales for the nine months ended April 30, 2022 increased $3,766,347, or 43.2%, compared to the nine months ended April 30, 2021. The addition of the Tiffin Group, acquired on December 18, 2020, accounted for $427,391 of the $3,766,347 increase in net sales, or 4.9% of the 43.2% increase, as the current-year period includes nine months of Tiffin Group operations compared to three and one-half months in the prior-year period. The addition of Airxcel, acquired on September 1, 2021, accounted for $371,503 of the $3,766,347 increase in net sales, or 4.3% of the 43.2% increase. Approximately 16.7% of the Company’s net sales for the nine months ended April 30, 2022 were transacted in a currency other than the U.S. dollar. The Company’s most material exchange rate exposure is sales in Euros. The $3,766,347, or 43.2%, increase in consolidated net sales included a decrease of $109,621 from the change in currency exchange rates between the two periods. To determine this information, net sales transacted in currencies other than U.S. dollars have been translated to U.S. dollars using the average exchange rates that were in effect during the comparative period.

Consolidated gross profit for the nine months ended April 30, 2022 increased $839,134, or 64.6%, compared to the nine months ended April 30, 2021. Consolidated gross profit was 17.1% of consolidated net sales for the nine months ended April 30, 2022 and 14.9% for the nine months ended April 30, 2021. The increases in consolidated gross profit and the consolidated gross profit percentage were both primarily due to the impact of the increase in net sales in the current-year period compared to the prior-year period.

Selling, general and administrative expenses for the nine months ended April 30, 2022 increased $225,223, or 36.3%, compared to the nine months ended April 30, 2021, primarily due to the increase in net sales given the variable nature of certain selling, general and administrative costs.

Amortization of intangible assets expense for the nine months ended April 30, 2022 increased $30,178 to $117,288 compared to $87,110 for the nine months ended April 30, 2021, with the increase primarily due to additional amortization of $25,930 from the acquisition of Airxcel as discussed in Note 2 to the Condensed Consolidated Financial Statements.

Income before income taxes for the nine months ended April 30, 2022 was $1,121,502, as compared to $542,957 for the nine months ended April 30, 2021, an increase of $578,545, or 106.6%, primarily driven by the increase in net sales and improvement in gross margin noted above.

The overall effective income tax rate for the nine months ended April 30, 2022 was 23.6% compared with 20.9% for the nine months ended April 30, 2021. The primary reason for the increase in the overall effective income tax rate was certain unfavorable tax provision adjustments that primarily resulted from changes in estimates while completing the prior year tax return during the nine months ended April 30, 2022.

Corporate costs included in selling, general and administrative expenses increased $14,725 to $97,544 for the nine months ended April 30, 2022 compared to $82,819 for the nine months ended April 30, 2021, an increase of 17.8%. This increase primarily relates to expenses accrued by the Company during the three months ended January 31, 2022 related to the ongoing investigation of the Company’s advertising practices in Germany, as discussed in Note 14 to the Condensed Consolidated Financial Statements. Other changes include costs recorded at Corporate related to our standby repurchase obligation reserve increasing by $6,099 due to dealer inventory level increases in the current-year period significantly exceeding dealer inventory increases in the prior-year period, and compensation-related costs increasing by $5,560. Charitable contributions also increased by $2,710. These cost increases were partially offset by a decrease in deferred compensation of $23,043, which was effectively offset by the increase in other expense related to the deferred compensation plan assets noted below.

Corporate interest, cost of products sold and other income and expense was $64,835 of net expense for the nine months ended April 30, 2022 compared to $57,248 of net expense for the nine months ended April 30, 2021. This increase in net expense of $7,587 included the change in the fair value of the Company’s deferred compensation plan assets due primarily to market fluctuations, which resulted in a total increase in other expense, net of $23,400 compared to the prior-year period. Research and development costs, which are related to product electrification and other Corporate-led innovation initiatives and are included in cost of products sold, also increased $7,662. These increases in expense were partially offset by a non-cash foreign currency gain of $15,949 related to certain Euro-denominated loans in the nine months ended April 30, 2022 as compared to a nominal loss in the prior-year period, a decrease in interest expense and fees on the debt facilities of $5,352 due primarily to reduced interest rates, partially offset by increased average debt balances, compared to the prior-year period, and a $2,139 gain related to corporate-owned life insurance benefits.

Segment Reporting

NORTH AMERICAN TOWABLE RECREATIONAL VEHICLES

Analysis of the change in net sales for the nine months ended April 30, 2022 compared to the nine months ended April 30, 2021:


	Nine Months Ended April 30, 2022		% of Segment Net Sales	Nine Months Ended April 30, 2021		% of Segment Net Sales	Change Amount		% Change
NET SALES:
North American Towables
Travel Trailers	$	4,316,049	62.9	$	2,729,317	60.8	$	1,586,732	58.1
Fifth Wheels	2,550,010		37.1	1,762,010		39.2	788,000		44.7
Total North American Towables	$	6,866,059	100.0	$	4,491,327	100.0	$	2,374,732	52.9

	Nine Months Ended April 30, 2022		% of Segment Shipments	Nine Months Ended April 30, 2021		% of Segment Shipments	Change Amount		% Change
# OF UNITS:
North American Towables
Travel Trailers	155,896		80.3	123,566		77.8	32,330		26.2
Fifth Wheels	38,335		19.7	35,325		22.2	3,010		8.5
Total North American Towables	194,231		100.0	158,891		100.0	35,340		22.2

IMPACT OF CHANGE IN PRODUCT MIX AND PRICE ON NET SALES:									% Change
North American Towables
Travel Trailers									31.9
Fifth Wheels									36.2
Total North American Towables									30.7

The increase in total North American towables net sales of 52.9% compared to the prior-year period resulted from a 22.2% increase in unit shipments and a 30.7% increase in the overall net price per unit due to the impact of changes in product mix and price. According to statistics published by RVIA, for the nine months ended April 30, 2022, combined North American travel trailer and fifth wheel wholesale unit shipments increased 18.2% compared to the same period last year. According to statistics published by Stat Surveys, for the nine-month periods ended March 31, 2022 and 2021, our North American market share for travel trailers and fifth wheels combined was 41.3% and 41.1%, respectively. Comparisons of Company shipments to industry shipments on a quarterly basis would not necessarily be indicative of the results expected for a full fiscal year.

The increase in the overall net price per unit within the travel trailer product line of 31.9% and the increase in the overall net price per unit within the fifth wheel product line of 36.2% were primarily due to the impacts of selective net price increases and product mix changes compared to the prior-year period.

North American towables cost of products sold increased $1,847,550 to $5,626,897, or 82.0% of North American towables net sales, for the nine months ended April 30, 2022 compared to $3,779,347, or 84.1% of North American towables net sales, for the nine months ended April 30, 2021. The changes in material, labor, freight-out and warranty costs comprised $1,774,449 of the $1,847,550 increase in cost of products sold. Material, labor, freight-out and warranty costs as a combined percentage of North American towables net sales decreased to 77.0% for the nine months ended April 30, 2022 compared to 78.1% for the nine months ended April 30, 2021, primarily as a result of a decrease in the labor cost percentage, mainly due to increased volumes combined with a more efficient workforce compared to the prior-year period. The freight-out cost percentage also decreased due to a higher percentage of units being picked up by dealers in the current-year period as opposed to being delivered. These reductions were partially offset by an increase in the material cost percentage compared to the prior-year period, as the continued benefit from reduced sales discounts since the prior-year period, which effectively increases net selling prices and correspondingly decreases the material cost percentage, was more than offset by increasing material costs since the prior-year period. Total manufacturing overhead increased ~~$32,186~~$73,101 with the increase in net sales, but decreased as a percentage of North American towables net sales from ~~5.8%~~6.0% to 5.0%, as the ~~significantly~~ increased net sales levels resulted in lower overhead ~~costs~~cost per unit sold.

North American towables gross profit increased ~~$188,691~~$527,182 to ~~$408,539,~~$1,239,162, or ~~18.2%~~18.0% of North American towables net sales, for the ~~three~~nine months ended ~~October 31, 2021~~April 30, 2022 compared to ~~$219,848,~~$711,980, or ~~15.8%~~15.9% of North American towables net sales, for the ~~three~~nine months ended ~~October 31, 2020.~~April 30, 2021. The increase in the gross profit was driven by the increase in net sales, and the increase in the gross profit percentage is due to the decrease in the cost of products sold percentage noted above.

North American towables selling, general and administrative expenses were ~~$133,812,~~$345,778, or ~~6.0%~~5.0% of North American towables net sales, for the ~~three~~nine months ended ~~October 31, 2021~~April 30, 2022 compared to ~~$70,338,~~$232,549, or ~~5.1%~~5.2% of North American towables net sales, for the ~~three~~nine months ended ~~October 31, 2020. This $63,474~~April 30, 2021. The primary reason for the $113,229 increase ~~is primarily due to~~was the impact of the increase in North American towables net sales and income before income taxes, which caused related commissions, incentive and other compensation to increase by ~~$36,750. Product-related~~$90,166, and sales-related travel and promotion costs also increased ~~by $22,052,~~$5,319. The remaining increase is primarily due to an increase in product-related settlement costs, primarily due to collection uncertainty on amounts due from applicable vendor suppliers for costs related to a product recall related to certain purchased parts utilized in certain of our North American towable products, as discussed in Note 14 to the Condensed Consolidated Financial Statements. ~~Sales-related travel, advertising and promotional costs also increased by $2,184.~~ The ~~increase~~decrease in the overall selling, general and administrative expense as a percentage of North American towable net sales is primarily due to the ~~increased product-related costs noted above.~~increase in net sales.

North American towables income before income taxes was ~~$266,282,~~$868,874, or ~~11.9%~~12.7% of North American towables net sales, for the ~~three~~nine months ended ~~October 31, 2021~~April 30, 2022 compared to ~~$141,179~~$456,752, or ~~10.1%~~10.2% of North American towables net sales, for the ~~three~~nine months ended ~~October 31, 2020.~~April 30, 2021. The primary reason for the increase in North American towables income before income taxes was the increase in North American towables net sales, and the primary reason for the increase in percentage was the ~~decreases~~decrease in the cost of products sold percentage noted ~~above, partially offset by the increase in the selling, general and administrative expense percentage noted~~ above.

3548

NORTH AMERICAN MOTORIZED RECREATIONAL VEHICLES

Analysis of the change in net sales for the ~~three~~nine months ended ~~October 31, 2021~~April 30, 2022 compared to the ~~three~~nine months ended ~~October 31, 2020:~~April 30, 2021:


		Three Months Ended October 31, 2021		% of Segment Net Sales	Three Months Ended October 31, 2020		% of Segment Net Sales	Change Amount		% Change		Nine Months Ended April 30, 2022		% of Segment Net Sales	Nine Months Ended April 30, 2021		% of Segment Net Sales	Change Amount		% Change
NET SALES:	NET SALES:										NET SALES:
North American Motorized	North American Motorized										North American Motorized
Class A	Class A	$	409,499	44.3	$	158,555	32.1	$	250,944	158.3	Class A	$	1,314,067	44.5	$	704,230	38.1	$	609,837	86.6
Class C	Class C	360,006		38.9	275,399		55.8	84,607		30.7	Class C	1,057,015		35.8	912,124		49.4	144,891		15.9
Class B	Class B	155,523		16.8	59,901		12.1	95,622		159.6	Class B	583,797		19.7	229,889		12.5	353,908		153.9
Total North American Motorized	Total North American Motorized	$	925,028	100.0	$	493,855	100.0	$	431,173	87.3	Total North American Motorized	$	2,954,879	100.0	$	1,846,243	100.0	$	1,108,636	60.0

		Three Months Ended October 31, 2021		% of Segment Shipments	Three Months Ended October 31, 2020		% of Segment Shipments	Change Amount		% Change		Nine Months Ended April 30, 2022		% of Segment Shipments	Nine Months Ended April 30, 2021		% of Segment Shipments	Change Amount		% Change
# OF UNITS:	# OF UNITS:										# OF UNITS:
North American Motorized	North American Motorized										North American Motorized
Class A	Class A	2,164		29.5	1,168		22.6	996		85.3	Class A	6,689		29.6	4,727		26.4	1,962		41.5
Class C	Class C	3,645		49.7	3,464		67.0	181		5.2	Class C	10,268		45.5	10,928		61.0	(660)		(6.0)
Class B	Class B	1,528		20.8	535		10.4	993		185.6	Class B	5,632		24.9	2,261		12.6	3,371		149.1
Total North American Motorized	Total North American Motorized	7,337		100.0	5,167		100.0	2,170		42.0	Total North American Motorized	22,589		100.0	17,916		100.0	4,673		26.1

IMPACT OF CHANGE IN PRODUCT MIX AND PRICE ON NET SALES:	IMPACT OF CHANGE IN PRODUCT MIX AND PRICE ON NET SALES:									% Change	IMPACT OF CHANGE IN PRODUCT MIX AND PRICE ON NET SALES:									% Change
North American Motorized	North American Motorized										North American Motorized
Class A	Class A									73.0	Class A									45.1
Class C	Class C									25.5	Class C									21.9
Class B	Class B									(26.0)	Class B									4.8
Total North American Motorized	Total North American Motorized									45.3	Total North American Motorized									33.9

The increase in total North American motorized net sales of ~~87.3%~~60.0% compared to the prior-year ~~quarter~~period resulted from a ~~42.0%~~26.1% increase in unit shipments and a ~~45.3%~~33.9% increase in the overall net price per unit due to the impact of changes in product mix and price. The ~~increase in North American motorized net sales is due to both the continuing increase in consumer demand and the~~ addition of the Tiffin Group, acquired on December 18, 2020, ~~which~~ accounted for ~~$201,154~~$373,238 of the ~~$431,173~~$1,108,636 increase or ~~40.7%~~20.2% of the ~~87.3% increase.~~60.0% increase, as the current period includes nine months of Tiffin Group operations as compared to three and one-half months in the prior-year period. According to statistics published by RVIA, for the ~~three~~nine months ended ~~October 31, 2021,~~April 30, 2022, combined North American motorhome wholesale unit shipments increased ~~19.6%~~11.3% compared to the same period last year. According to ~~the most recently~~statistics published ~~statistics from~~by Stat Surveys, for the ~~three months~~nine-month periods ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ our North American market share for motorhomes was ~~47.7%~~48.7% and ~~37.9%~~41.9%, respectively, ~~including 5.0%~~with 2.5% of the 6.8% increase attributable to the Tiffin ~~Group for the three months ended October 31, 2021.~~Group. Comparisons of Company shipments to industry shipments on a quarterly basis would not necessarily be indicative of the results expected for a full fiscal year.

The increase in the overall net price per unit within the Class A product line of ~~73.0%~~45.1% was ~~predominately~~primarily due to the net impact ~~of the addition~~ of the higher-priced Tiffin Group product lines ~~along with~~and selective net ~~selling~~ price ~~increases since the prior-year period to offset known and anticipated material and other input cost~~ increases. The Tiffin Group Class A product lines are primarily in the higher-priced diesel units as opposed to the more moderately-priced gas units, which represented the majority of the Class A units sold in the prior-year period. The increase in the overall net price per unit within the Class C product line of ~~25.5%~~21.9% was primarily due to product mix ~~change~~changes and selective net selling price increases since the prior-year period to offset rising material and other input costs. The decrease in the overall net price per unit within the Class B product line of ~~26.0%~~4.8% is primarily due to product mix changes as a result of a much higher concentration of sales of lower-priced Class B products in the current-year ~~quarter,~~period, including increased sales of previously existing lower-priced models and the introduction of several new lower-priced models, as compared to the prior-year ~~quarter.~~period.

3649

North American motorized cost of products sold increased ~~$359,554~~$878,238 to ~~$785,307,~~$2,484,973, or ~~84.9%~~84.1% of North American motorized net sales, for the ~~three~~nine months ended ~~October 31, 2021~~April 30, 2022 compared to ~~$425,753,~~$1,606,735, or ~~86.2%~~87.0% of North American motorized net sales, for the ~~three~~nine months ended ~~October 31, 2020.~~April 30, 2021. The changes in material, labor, freight-out and warranty costs comprised ~~$332,847~~$820,714 of the ~~$359,554~~$878,238 increase ~~primarily~~ due to the increased ~~net~~ sales volume. Material, labor, freight-out and warranty costs as a combined percentage of North American motorized net sales decreased to ~~79.7%~~79.0% for the ~~three~~nine months ended ~~October 31, 2021~~April 30, 2022 compared to ~~81.9%~~82.0% for the ~~three~~nine months ended ~~October 31, 2020,~~April 30, 2021, with the decrease primarily due to a decrease in the material cost percentage, partially offset by modest increases in the labor and warranty cost percentages. The improvement in the material cost percentage is primarily due to a reduction in sales discounts since the prior-year period, which effectively increases net selling prices and correspondingly decreases the material cost percentage, selective net selling price increases to cover known and anticipated material cost increases, and product mix changes, primarily due to ~~the addition~~a higher concentration of ~~the~~ Tiffin Group products ~~since~~compared to the prior-year period. Total manufacturing overhead increased ~~$26,707, primarily~~$57,524 due to the net sales increase and related increased employee ~~benefit~~wages, benefits and health insurance costs, and increased slightly as a percentage of North American motorized net sales from ~~4.3%~~5.0% to ~~5.2%, primarily due to the increased employee benefit and health insurance costs percentage.~~5.1%.

North American motorized gross profit increased ~~$71,619~~$230,398 to ~~$139,721,~~$469,906, or ~~15.1%~~15.9% of North American motorized net sales, for the ~~three~~nine months ended ~~October 31, 2021~~April 30, 2022 compared to ~~$68,102,~~$239,508, or ~~13.8%~~13.0% of North American motorized net sales, for the ~~three~~nine months ended ~~October 31, 2020.~~April 30, 2021. The increase in gross profit was ~~driven by~~due primarily to the increase in North American motorized net sales, and the increase in the gross profit percentage iswas due to the decrease in the cost of products sold percentage noted above.

North American motorized selling, general and administrative expenses were ~~$48,081,~~$152,535, or 5.2% of North American motorized net sales, for the ~~three~~nine months ended ~~October 31, 2021~~April 30, 2022 compared to ~~$25,152,~~$93,184, or ~~5.1%~~5.0% of North American motorized net sales, for the ~~three~~nine months ended ~~October 31, 2020.~~April 30, 2021. The primary reason for the ~~$22,929~~$59,351 increase was the increase in North American motorized net sales and income before income taxes, which caused related commissions, incentive and other compensation to increase by ~~$17,753.~~$52,586. Sales-related travel ~~advertising~~ and promotional costs also increased ~~by $1,632.~~$3,327.

North American motorized income before income taxes was ~~$88,898,~~$309,228, or ~~9.6%~~10.5% of North American motorized net sales, for the ~~three~~nine months ended ~~October 31, 2021~~April 30, 2022 compared to ~~$41,567,~~$139,768, or ~~8.4%~~7.6% of North American motorized net sales, for the ~~three~~nine months ended ~~October 31, 2020.~~April 30, 2021. The primary reason for the increase in North American motorized income before income taxes was the increase in North American motorized net ~~sales, and the~~sales. The primary reason for the increase in percentage was the decrease in the cost of products sold percentage noted above.

3750

EUROPEAN RECREATIONAL VEHICLES

Analysis of the change in net sales for the ~~three~~nine months ended ~~October 31, 2021~~April 30, 2022 compared to the ~~three~~nine months ended ~~October 31, 2020:~~April 30, 2021:


		Three Months Ended October 31, 2021		% of Segment Net Sales	Three Months Ended October 31, 2020		% of Segment Net Sales	Change Amount		% Change		Nine Months Ended April 30, 2022		% of Segment Net Sales	Nine Months Ended April 30, 2021		% of Segment Net Sales	Change Amount		% Change
NET SALES:	NET SALES:										NET SALES:
European	European										European
Motorcaravan	Motorcaravan	$	316,264	50.0	$	318,343	52.8	$	(2,079)	(0.7)	Motorcaravan	$	1,057,039	50.8	$	1,227,182	55.0	$	(170,143)	(13.9)
Campervan	Campervan	177,783		28.1	143,400		23.8	34,383		24.0	Campervan	520,778		25.0	529,500		23.7	(8,722)		(1.6)
Caravan	Caravan	60,680		9.6	55,195		9.2	5,485		9.9	Caravan	266,605		12.8	210,923		9.5	55,682		26.4
Other	Other	78,270		12.3	85,550		14.2	(7,280)		(8.5)	Other	236,307		11.4	262,586		11.8	(26,279)		(10.0)
Total European	Total European	$	632,997	100.0	$	602,488	100.0	$	30,509	5.1	Total European	$	2,080,729	100.0	$	2,230,191	100.0	$	(149,462)	(6.7)

		Three Months Ended October 31, 2021		% of Segment Shipments	Three Months Ended October 31, 2020		% of Segment Shipments	Change Amount		% Change		Nine Months Ended April 30, 2022		% of Segment Shipments	Nine Months Ended April 30, 2021		% of Segment Shipments	Change Amount		% Change
# OF UNITS:	# OF UNITS:										# OF UNITS:
European	European										European
Motorcaravan	Motorcaravan	5,080		41.2	5,383		44.0	(303)		(5.6)	Motorcaravan	17,430		40.4	20,586		45.7	(3,156)		(15.3)
Campervan	Campervan	4,404		35.7	4,277		35.0	127		3.0	Campervan	13,349		30.9	14,704		32.6	(1,355)		(9.2)
Caravan	Caravan	2,843		23.1	2,566		21.0	277		10.8	Caravan	12,410		28.7	9,805		21.7	2,605		26.6
Total European	Total European	12,327		100.0	12,226		100.0	101		0.8	Total European	43,189		100.0	45,095		100.0	(1,906)		(4.2)


IMPACT OF CHANGES IN FOREIGN CURRENCY, PRODUCT MIX AND PRICE ON NET SALES:	IMPACT OF CHANGES IN FOREIGN CURRENCY, PRODUCT MIX AND PRICE ON NET SALES:				IMPACT OF CHANGES IN FOREIGN CURRENCY, PRODUCT MIX AND PRICE ON NET SALES:

		Foreign Currency %	Mix and Price %	% Change		Foreign Currency %	Mix and Price %	% Change

European	European				European
Motorcaravan	Motorcaravan	(0.8)	5.7	4.9	Motorcaravan	(4.9)	6.3	1.4
Campervan	Campervan	(0.8)	21.8	21.0	Campervan	(4.9)	12.5	7.6
Caravan	Caravan	(0.8)	(0.1)	(0.9)	Caravan	(4.9)	4.7	(0.2)
Total European	Total European	(0.8)	5.1	4.3	Total European	(4.9)	2.4	(2.5)

The ~~increase~~decrease in total European recreational vehicle net sales of ~~5.1%~~6.7% compared to the prior-year ~~quarter~~period resulted from ~~an 0.8% increase~~a 4.2% decrease in unit shipments and a ~~4.3% increase~~2.5% decrease in the overall net price per unit due to the total impact of changes in foreign currency, product mix and price. The ~~increase in~~overall net sales ~~reflects ongoing European market demand for RV products as moderated by the negative impact~~decrease of ~~current chassis supply constraints. The sales increase of $30,509, or 5.1%, is partially offset by~~$149,462 includes a decrease of ~~$4,688,~~$109,621, or ~~(0.8)% of~~4.9% included in the ~~5.1% increase,~~6.7% overall decrease, due to the ~~decrease~~impact of the reduction in the foreign exchange rates since the prior-year period. This overall sales decrease was driven by the negative impacts of the lack of chassis availability, COVID-related shutdowns and other production disruptions due to component part shortages during the current-year period.

The overall net price per unit ~~increase~~decrease of ~~4.3%~~2.5% includes the impact of foreign currency exchange rate changes, which accounts for ~~(0.8)%~~a 4.9% decrease, partially offset by an increase of ~~the 4.3% increase~~2.4% due to mix and price on a constant-currency basis.

The increase in the overall net price per unit due to product mix and price within the Motorcaravan product line of ~~5.7%~~6.3% was primarily due to product mix changes and net selling price increases since the prior-year period. The increase in the overall net price per unit due to product mix and price within the Campervan product line of 12.5% was primarily due to the net impact of product mix changes and ~~selective~~ net selling price increases. The increase in the overall net price per unit due to product mix and price within the ~~Campervan~~Caravan product line of ~~21.8%~~4.7% was primarily due to the ~~net~~ impact of product mix ~~changes, including more sales of units with higher chassis content compared to the prior-year quarter, in addition to selective net selling price increases.~~changes.

3851

European recreational vehicle cost of products sold ~~increased $35,446~~decreased $119,703 to ~~$565,553,~~$1,823,311, or ~~89.3%~~87.6% of European recreational vehicle net sales, for the ~~three~~nine months ended ~~October 31, 2021~~April 30, 2022 compared to ~~$530,107,~~$1,943,014, or ~~88.0%~~87.1% of European recreational vehicle net sales, for the ~~three~~nine months ended ~~October 31, 2020.~~April 30, 2021. The changes in material, labor, freight-out and warranty costs comprised ~~$27,412~~$122,758 of the ~~$35,446 increase~~$119,703 decrease primarily due to the ~~increased~~decreased net sales volume. Material, labor, freight-out and warranty costs as a combined percentage of European recreational vehicle net sales ~~increased to 78.3%~~was 77.5% for the ~~three~~nine months ended ~~October 31, 2021~~April 30, 2022 compared to 77.8% for the ~~three~~nine months ended ~~October 31, 2020, with~~April 30, 2021, which included a slight decrease in the ~~increase primarily due to~~material cost percentage offset partially by an increase in the labor percentage. Total manufacturing overhead increased ~~$8,034~~$3,055 with the volume increase ~~in net sales,~~ and increased as a percentage of ~~motorized~~European recreational vehicle net sales from ~~10.2%~~9.3% to ~~11.0%~~10.2% primarily due to increased indirect labor and manufacturing employee benefit costs.

European recreational vehicle gross profit decreased ~~$4,937~~$29,759 to ~~$67,444,~~$257,418, or ~~10.7%~~12.4% of European recreational vehicle net sales, for the ~~three~~nine months ended ~~October 31, 2021~~April 30, 2022 compared to ~~$72,381,~~$287,177, or ~~12.0%~~12.9% of European recreational vehicle net sales, for the ~~three~~nine months ended ~~October 31, 2020.~~April 30, 2021. The decrease in gross profit and ~~the decrease in the~~ gross profit percentage is due to the increase in the cost of products sold and the cost of products sold percentage noted above.

European recreational vehicle selling, general and administrative expenses were ~~$67,516,~~$193,170, or ~~10.7%~~9.3% of European recreational vehicle net sales, for the ~~three~~nine months ended ~~October 31, 2021~~April 30, 2022 compared to ~~$60,421,~~$192,673, or ~~10.0%~~8.6% of European recreational vehicle net sales, for the ~~three~~nine months ended ~~October 31, 2020.~~April 30, 2021. The ~~$7,095~~$497 increase ~~includes~~included increases in license and tax expense of $2,445, primarily due to a non-recurring favorable settlement on a non-income German tax structure fee in the ~~impact of the~~prior-year period, and an increase in ~~European recreational vehicle net sales, which caused commissions and other compensation and benefits to increase by $1,875. Depreciation expense also increased by $986, while~~ miscellaneous ~~administrative costs increased $1,785,~~expenses of $1,861, primarily due to a favorable legal reserve settlement in the prior-year period. These increases were mostly offset by compensation and benefit costs decreasing by $3,199. The increase in the overall selling, general and administrative expense as a percentage of European recreational vehicle net sales is primarily due to the ~~increased costs noted above.~~ decrease in net sales.

European recreational vehicle ~~loss~~net income before income taxes was ~~$17,976,~~$12,248, or ~~approximately 2.8%~~0.6% of European recreational vehicle net sales, for the ~~three~~nine months ended ~~October 31, 2021~~April 30, 2022 compared to a net ~~loss~~income before income taxes of ~~$5,506,~~$48,703, or ~~0.9%~~2.2% of European recreational vehicle net sales, for the ~~three~~nine months ended ~~October 31, 2020.~~April 30, 2021. The primary reason for the decrease in income before income taxes was the decrease in European recreational vehicle net sales. The primary reasons for the ~~increases~~decrease in ~~the loss before income taxes and the~~ percentage ~~loss~~ were the increases in both the cost of products sold and selling, general and administrative expense percentages noted above, as well as an increase ~~of $2,162, or 0.2%~~in other expense as a percentage of European recreational vehicle net sales, primarily due to a non-recurring favorable settlement in ~~amortization expense.~~the prior-year period.

Financial Condition and Liquidity

As of ~~October 31, 2021,~~April 30, 2022, we had ~~$336,237~~$329,297 in cash and cash equivalents, of which ~~$185,563~~$245,877 was held in the U.S. and the equivalent of ~~$150,674,~~$83,420, predominantly in Euros, was held in Europe, compared to $445,852 on July 31, 2021, of which $282,220 was held in the U.S. and the equivalent of $163,632, predominantly in Euros, was held in Europe. Cash and cash equivalents held internationally may be subject to foreign withholding taxes if repatriated to the U.S. The components of this ~~$109,615~~$116,555 decrease in cash and cash equivalents are described in more detail below.

Net working capital at ~~October 31, 2021~~April 30, 2022 was ~~$1,176,969~~$1,386,857 compared to $1,008,738 at July 31, 2021. This increase is primarily attributable to the seasonal increases in inventory and accounts receivable, ~~and the impact of ongoing supply constraints on inventory,~~ partially offset by the decrease in cash and cash equivalents noted above and an increase in accounts payable. Capital expenditures of ~~$43,224~~$170,702 for the ~~three~~nine months ended ~~October 31, 2021~~April 30, 2022 were made primarily for production building additions and improvements and replacing machinery and equipment used in the ordinary course of business.

We strive to maintain adequate cash balances to ensure we have sufficient resources to respond to opportunities and changing business conditions. We believe our on-hand cash and cash equivalents and funds generated from operations, along with funds available under the revolving asset-based credit facility, will be sufficient to fund expected operational requirements for the foreseeable future.

Our priorities for the use of current and future available cash generated from operations remain consistent with our history, and include reducing our indebtedness, maintaining and, over time, growing our dividend payments and funding our growth, both organically and opportunistically through acquisitions. We may also consider strategic and opportunistic repurchases of shares of THOR stock under the share repurchase program as discussed in Note 16 to the Condensed Consolidated Financial Statements, and special dividends based upon market and business conditions and excess cash availability, subject to customary limits and restrictions pursuant to our credit facilities, applicable legal limitations and determination by our Board of Directors (“Board”).

Subsequent to April 30, 2022, we made principal payments of $115,000 on our U.S. term loan tranche, and our outstanding balance is $721,900 as of June 3, 2022. In addition, we made principal payments of 24,000 Euro (approximately $25,500) on our Euro term loan tranche, and our outstanding balance is $493,943 as of June 3, 2022 using the applicable foreign exchange rate at June 3, 2022. The U.S. and Euro term loan tranches are discussed in more detail in Note 12 to the Condensed Consolidated Financial Statements.

We anticipate capital expenditures during the remainder of fiscal 2022 for the Company of ~~$230,000,~~approximately $100,000, primarily for certain building projects and replacing and upgrading machinery, equipment and other assets throughout our facilities to be used in the ordinary course of business.

The Company’s Board currently intends to continue regular quarterly cash dividend payments in the future. As is customary under credit facilities, certain actions, including our ability to pay dividends, are subject to the satisfaction of certain conditions prior to payment. The conditions for the payment of dividends under the existing debt facilities include a minimum level of adjusted excess cash availability and a fixed charge coverage ratio test, both as defined in the credit agreements. The declaration of future dividends and the establishment of the per share amounts, record dates and payment dates for any such future dividends are subject to the determination of the Board, and will be dependent upon future earnings, cash flows and other factors, in addition to compliance with any then-existing financing facilities.

Operating Activities

Net cash provided by operating activities for the ~~three~~nine months ended ~~October 31, 2021~~April 30, 2022 was ~~$41,792~~$637,549 as compared to net cash used in operating activities of ~~$81,290~~$175,073 for the ~~three~~nine months ended ~~October 31, 2020.~~April 30, 2021.

For the ~~three~~nine months ended ~~October 31, 2021,~~April 30, 2022, net income adjusted for non-cash items (primarily depreciation, amortization of intangibles and stock-based compensation) provided ~~$313,583~~$1,082,146 of operating cash. The change in net working capital resulted in the use of ~~$271,791~~$444,597 of operating cash during that period, primarily due to an increase in inventory, as production levels have increased due to continued heightened consumer demand, and ongoing supply constraints have caused work in process and other inventory categories to increase. In addition, there was a seasonal increase in accounts receivable. These increases were partially offset by an increase in accounts payable, primarily related to the inventory growth, and an increase in accrued ~~liabilities, primarily due to tax provisions exceeding tax payments during the three months ended October 31, 2021.~~liabilities.

For the ~~three~~nine months ended ~~October 31, 2020,~~April 30, 2021, net income adjusted for non-cash items (primarily depreciation, amortization of intangibles ~~impairment~~ and stock-based compensation) provided ~~$182,891~~$628,645 of operating cash. The change in working capital resulted in the use of ~~$264,181~~$453,572 of operating cash during that period, primarily due to an increase in inventory, as production levels increased due to the heightened dealer demand and ~~significantly increased dealer backlog levels, and~~ an increase in production ~~lines.~~lines and capacity. In addition, work in process inventory was higher than normal at April 30, 2021 due to elevated material component shortages on otherwise substantially completed units. Accounts receivable also ~~reflects~~reflected a seasonal increase, and required income tax payments during the ~~three~~nine months ended ~~October 31, 2020~~April 30, 2021 exceeded the income tax provision for the period as well. These increases were partially offset by an increase in accounts payable primarily related to the inventory growth.

Investing Activities

Net cash used in investing activities for the ~~three~~nine months ended ~~October 31, 2021~~April 30, 2022 was ~~$791,020,~~$971,846, primarily due to ~~$747,937~~$781,967 used in business acquisitions, primarily for the Airxcel acquisition discussed in Note 2 to the Condensed Consolidated Financial Statements, and capital expenditures of ~~$43,224.~~$170,702.

Net cash used in investing activities for the ~~three~~nine months ended ~~October 31, 2020~~April 30, 2021 was ~~$46,433,~~$381,028, primarily due to ~~$22,700~~$310,938 used in a business ~~acquisition~~acquisitions and capital expenditures of ~~$24,708.~~

$81,162.

4053

Financing Activities

Net cash provided by financing activities for the ~~three~~nine months ended ~~October 31, 2021~~April 30, 2022 was ~~$643,597,~~$250,452, consisting primarily of borrowings of $660,088 on the revolving asset-based credit facilities, which included $625,000 borrowed in connection with the acquisition of Airxcel and $35,088 for temporary working capital needs, in addition to $500,000 in proceeds from the issuance of Senior Unsecured Notes in October 2021, which were then used ~~to make $500,000~~as part of the $559,035 in payments on the ABL facility. ~~During~~Payments of $132,407 were also made on the ~~first quarter of fiscal 2022, the Board approved~~term-loan credit facilities and ~~declared the payment of a regular~~other debt. Regular quarterly dividend ~~payment~~payments of $0.43 per share for each of the first ~~quarter~~three quarters of fiscal 2022 ~~but this dividend,~~were also made totaling ~~$23,917,~~$71,496, and $98,321 was ~~not paid until the second quarter of fiscal 2022.~~used for treasury share repurchases.

Net cash used in financing activities for the ~~three~~nine months ended ~~October 31, 2020~~April 30, 2021 was ~~$68,495,~~$42,803, consisting primarily of ~~$62,796~~borrowings of $225,676 on the revolving asset-based credit facilities, which included $165,000 borrowed in connection with the acquisition of the Tiffin Group and $60,676 for temporary working capital needs, partially offset by $184,247 in debt ~~payments. During the first quarter of fiscal 2021, the Company's Board approved~~payments and ~~declared the payment of a~~ regular quarterly dividend ~~payment~~payments of $0.41 per share ~~for~~or each of the first ~~quarter~~three quarters of fiscal 2021 ~~but this dividend,~~ totaling ~~$22,700, was not paid until the second quarter of fiscal 2021.~~$68,100.

The Company increased its previous regular quarterly dividend of $0.41 per share to $0.43 per share in October 2021. In October 2020, the Company increased its previous regular quarterly dividend of $0.40 per share to $0.41 per share.

Accounting Standards

None.

4154

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is exposed to market risk from changes in foreign currency exchange rates and interest rates. The Company enters into various hedging transactions to mitigate certain of these risks in accordance with guidelines established by the ~~Company's~~Company’s management. The Company does not use financial instruments for trading or speculative purposes.

CURRENCY EXCHANGE RISK – The Company’s principal currency exposures mainly relate to the Euro and British Pound Sterling. The Company periodically uses foreign currency forward contracts to manage certain foreign exchange rate exposure related to anticipated sales transactions in Pounds Sterling with financial instruments whose maturity date, along with the realized gain or loss, occurs on or near the execution of the anticipated transaction.

The Company also holds ~~$717,323~~$592,460 of debt denominated in Euros at ~~October 31, 2021.~~April 30, 2022. A hypothetical 10% change in the Euro/U.S. Dollar exchange rate would change our ~~October 31, 2021~~April 30, 2022 debt balance by approximately ~~$71,732.~~$59,246.

INTEREST RATE RISK – The Company uses pay-fixed, receive-floating interest rate swaps to convert a portion of the Company’s long-term debt from floating to fixed-rate debt. As of ~~October 31, 2021,~~April 30, 2022, the Company has ~~$432,250~~$326,300 as notional amounts hedged in relation to the floating-to-fixed interest rate swap. The notional amounts hedged will decrease on a quarterly basis to zero by August 1, 2023.

Based on our interest rate exposure at ~~October 31, 2021,~~April 30, 2022, assumed floating-rate debt levels throughout the next 12 months and the effects of our existing derivative instruments, a one-percentage-point increase in interest rates (approximately ~~17.7%~~18.2% of our weighted-average interest rate at ~~October 31, 2021)~~April 30, 2022) would result in an estimated ~~$10,357~~$9,944 pre-tax reduction in net earnings over a one-year period.

ITEM 4. CONTROLS AND PROCEDURES

The Company maintains “disclosure controls and procedures,” as such term is defined under Exchange Act Rule 13a-15(e), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosures. In designing and evaluating the disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives and our management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. The Company has carried out an evaluation, as of the end of the period covered by this report, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective at attaining the level of reasonable assurance noted above.

During the quarter ended ~~October 31, 2021,~~April 30, 2022, there were no changes in our internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

4255

PART II – OTHER INFORMATION

(Unless otherwise indicated, amounts in thousands except share and per share data.)

ITEM 1. LEGAL PROCEEDINGS

The Company is involved in certain litigation arising out of its operations in the normal course of its business, most of which is based upon state “lemon laws,” warranty claims and vehicle accidents (for which the Company carries insurance above a specified self-insured retention or deductible amount). The outcomes of legal proceedings and claims brought against the Company are subject to significant uncertainty. There is significant judgment required in assessing both the probability of an adverse outcome and the determination as to whether an exposure can be reasonably estimated. In management’s opinion, the ultimate disposition of any current legal proceedings or claims against the Company will not have a material effect on the Company’s financial condition, operating results or cash flows. Litigation is, however, inherently uncertain and an adverse outcome from such litigation could have a material effect on the operating results of a particular reporting period.

ITEM 1A. RISK FACTORS

Although risks specific to the COVID-19 pandemic, ~~are ongoing,~~ including supply chain disruptions, are ongoing, and macro economic issues like general inflation, as well as certain geopolitical events, including military conflicts, have recently surfaced, at this point there have been no material changes in those risks or any others from the risk factors previously disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended July 31, 2021.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the three months ended April 30, 2022, the Company used $39,990 to repurchase shares of common stock under its repurchase program. The Company’s remaining authorization for common stock repurchases was $151,679 at April 30, 2022.

A summary of the Company’s share repurchases during the three months ended April 30, 2022 is set forth below:


Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)	Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs
2/1/22 – 2/28/22	—	$	—	—	$	191,669
3/1/22 – 3/31/22	—	$	—	—	$	191,669
4/1/22 – 4/30/22	499,106	$	80.12	499,106	$	151,679
	499,106			499,106

(1)On December 21, 2021 the Company announced that the Board of Directors of the Company authorized Company management to utilize up to $250,000 to purchase shares of the Company’s common stock through December 21, 2024. Under the share repurchase program, the Company is authorized to acquire, from time-to-time, outstanding shares of its common stock in the open market or in privately negotiated transactions. The timing and amount of share repurchases will be determined by the Company’s management team based upon its evaluation of market conditions and other factors. The share repurchase program may be suspended, modified or discontinued at any time, and the Company has no obligation to repurchase any amount of its common stock under the program. During the nine months ended April 30, 2022, the Company purchased 1,090,067 shares of its common stock at an aggregate purchase price of $98,321.

4356

ITEM 6. EXHIBITS


Exhibit			Description *
~~2.1~~3.1			~~Purchase Agreement, dated~~Thor Industries, Inc. Amended and Restated Certificate of Incorporation, as ~~of September 1, 2021, by and among the Company, Airx Intermediate, Inc. and Airx Midco, LLC~~
~~4.1~~			~~Indenture, dated as of October 14, 2021, among the Company, the guarantors named therein and U.S. Bank National Association, as trustee~~amended (incorporated by reference to Exhibit ~~4.1 to~~3.1 of the ~~Company~~’sCompany’s Current Report on Form 8-K filed ~~October 14, 2021)~~with the SEC on December 20, 2018)
~~4.2~~3.2			~~Form of certificate representing the 4.000% Senior Notes due 2029, included~~Thor Industries, Inc. Amended and Restated By-Laws, as ~~Exhibit A to Exhibit 4.1~~amended (incorporated by reference to Exhibit ~~4.2 to~~3.2 of the ~~Company~~’sCompany’s Current Report on Form 8-K filed ~~October 14, 2021)~~with the SEC on December 20, 2018)
10.1			~~Amendment No. 1~~Form of Employment Agreement between the Company and Trevor Q. Gasper dated April 11, 2022 (incorporated by reference to Exhibit 10.11 of the Company’s Annual Report on Form 10-K for the year ended July 31, 2021 filed with the SEC on September 28, 2021)
10.2			Separation Agreement and Release between THOR Industries, Inc. and Josef Hjelmaker dated March 23, 2022 (incorporated by reference to Exhibit 10.1 to the ~~ABL~~ ~~Credit Agreement~~, ~~dated as of~~ ~~September 1, 2021, by and among~~Company’s Current Report on Form 8-K filed with the ~~Company, certain~~ ~~domestic~~ ~~subsidiaries of the Company, certain subsidiaries of EHG organized under the laws of Germany and a subsidiary of EHG organized under the laws of the United Kingdom, the several lenders from time to time parties thereto~~ ~~and JPMorgan Chase Bank, N.A., as Administrative Agent~~SEC on March 25, 2022)
31.1			Chief Executive Officer’s Rule 13a-14(a) Certification
31.2			Chief Financial Officer’s Rule 13a-14(a) Certification
32.1			Chief Executive Officer’s Section 1350 Certification
32.2			Chief Financial Officer’s Section 1350 Certification
101.INS			XBRL Instance Document - the instance document does not appear in the Interactive Data file because its XBRL tags are embedded within the Inline XBRL document
101.SCH			Inline XBRL Taxonomy Extension Schema Document
101.CAL			Inline XBRL Taxonomy Calculation Linkbase Document
101.PRE			Inline XBRL Taxonomy Presentation Linkbase Document
101.LAB			Inline XBRL Taxonomy Label Linkbase Document
101.DEF			Inline XBRL Taxonomy Extension Definition Linkbase Document
104			Cover Page Interactive Data File (formatted in inline XBRL and contained in Exhibit 101)

Attached as Exhibits 101 to this report are the following financial statements from the ~~Company’s~~Company's Quarterly report on Form 10-Q for the quarter ended ~~October 31, 2021~~April 30, 2022 formatted in ~~iXBRL (Inline “eXtensible~~XBRL (“eXtensible Business Reporting Language”):

(i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Income and Comprehensive Income, (iii) the Condensed Consolidated Statements of Cash Flows, (iv) the Condensed Consolidated Statements of Changes in ~~Stockholders’~~Stockholders' Equity and (v) related notes to these financial statements.

*Certain schedules and exhibits referenced in certain agreements filed as exhibits hereto have been omitted in accordance with Item 601 (b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the Securities and Exchange Commission upon request.

4457

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:	~~December~~June 8, ~~2021~~2022	/s/ Robert W. Martin
		Robert W. Martin
		President and Chief Executive Officer

DATE:	~~December~~June 8, ~~2021~~2022	/s/ Colleen Zuhl
		Colleen Zuhl
		Senior Vice President and Chief Financial Officer


ORDER BACKLOG:	As of October 31, 2021		As of October 31, 2020		Change Amount		% Change
Recreational vehicles
North American Towables	$	10,444,698	$	4,397,713	$	6,046,985	137.5
North American Motorized	4,277,378		2,215,069		2,062,309		93.1
Total North America	14,722,076		6,612,782		8,109,294		122.6
European	3,348,355		2,308,472		1,039,883		45.0
Total	$	18,070,431	$	8,921,254	$	9,149,177	102.6