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 April 30, 2023.January 31, 2024.
☐ 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_LOGO_Green_Dark%20Grey.jpg](/files/10-Q/0000730263-24-000003/tho-20240131_g1.jpg)
| | | | | | | | | | | | | | | | | | | | |
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 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 $0.10 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 May 31, 2023, 53,308,174February 29, 2024, 53,324,545 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)
| | April 30, 2023 | | July 31, 2022 |
| January 31, 2024 | | | January 31, 2024 | | July 31, 2023 |
ASSETS | ASSETS | | | |
Current assets: | Current assets: | |
Current assets: | |
Current assets: | |
Cash and cash equivalents | |
Cash and cash equivalents | |
Cash and cash equivalents | Cash and cash equivalents | $ | 353,226 | | | $ | 311,553 | |
| Accounts receivable, trade, net | Accounts receivable, trade, net | 731,753 | | | 848,814 | |
Accounts receivable, trade, net | |
Accounts receivable, trade, net | |
| Accounts receivable, other, net | |
Accounts receivable, other, net | |
Accounts receivable, other, net | Accounts receivable, other, net | 79,790 | | | 95,367 | |
Inventories, net | Inventories, net | 1,864,755 | | | 1,754,773 | |
Prepaid income taxes, expenses and other | Prepaid income taxes, expenses and other | 55,249 | | | 51,972 | |
| Total current assets | Total current assets | 3,084,773 | | | 3,062,479 | |
Total current assets | |
Total current assets | |
Property, plant and equipment, net | Property, plant and equipment, net | 1,360,144 | | | 1,258,159 | |
Other assets: | Other assets: | | | |
Goodwill | |
Goodwill | |
Goodwill | Goodwill | 1,796,743 | | | 1,804,151 | |
Amortizable intangible assets, net | Amortizable intangible assets, net | 1,030,833 | | | 1,117,492 | |
Deferred income tax assets, net | Deferred income tax assets, net | 8,019 | | | 7,950 | |
Equity investments | Equity investments | 128,325 | | | 10,811 | |
Other | Other | 145,122 | | | 147,090 | |
Total other assets | Total other assets | 3,109,042 | | | 3,087,494 | |
TOTAL ASSETS | TOTAL ASSETS | $ | 7,553,959 | | | $ | 7,408,132 | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | LIABILITIES AND STOCKHOLDERS’ EQUITY | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | |
Current liabilities: | Current liabilities: | |
Current liabilities: | |
Current liabilities: | |
Accounts payable | |
Accounts payable | |
Accounts payable | Accounts payable | $ | 793,977 | | | $ | 822,449 | |
Current portion of long-term debt | Current portion of long-term debt | 11,268 | | | 13,190 | |
Short-term financial obligations | Short-term financial obligations | 40,025 | | | 21,403 | |
Accrued liabilities: | Accrued liabilities: | |
Compensation and related items | |
Compensation and related items | |
Compensation and related items | Compensation and related items | 196,322 | | | 254,772 | |
Product warranties | Product warranties | 339,698 | | | 317,908 | |
Income and other taxes | Income and other taxes | 61,679 | | | 57,391 | |
Promotions and rebates | Promotions and rebates | 158,015 | | | 134,298 | |
Product, property and related liabilities | Product, property and related liabilities | 58,015 | | | 61,700 | |
| Other | Other | 61,541 | | | 72,805 | |
| Other | |
| Other | |
| Total current liabilities | |
Total current liabilities | |
Total current liabilities | Total current liabilities | 1,720,540 | | | 1,755,916 | |
Long-term debt, net | Long-term debt, net | 1,641,076 | | | 1,754,239 | |
Deferred income tax liabilities, net | Deferred income tax liabilities, net | 103,156 | | | 115,931 | |
Unrecognized tax benefits | Unrecognized tax benefits | 18,950 | | | 17,243 | |
Other liabilities | Other liabilities | 171,961 | | | 164,149 | |
Total long-term liabilities | Total long-term liabilities | 1,935,143 | | | 2,051,562 | |
Contingent liabilities and commitments | Contingent liabilities and commitments | | | | Contingent liabilities and commitments | | | |
Stockholders’ equity: | Stockholders’ equity: | |
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 66,334,072 and 66,059,403 shares, respectively | 6,633 | | | 6,606 | |
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 66,859,738 and 66,344,340 shares, respectively | |
Additional paid-in capital | Additional paid-in capital | 527,200 | | | 497,946 | |
Retained earnings | Retained earnings | 4,025,267 | | | 3,813,261 | |
Accumulated other comprehensive loss, net of tax | Accumulated other comprehensive loss, net of tax | (74,928) | | | (181,607) | |
Less treasury shares of 13,025,898 and 12,382,441, respectively, at cost | (592,275) | | | (543,344) | |
Less: Treasury shares of 13,535,193 and 13,030,030, respectively, at cost | |
Stockholders’ equity attributable to THOR Industries, Inc. | Stockholders’ equity attributable to THOR Industries, Inc. | 3,891,897 | | | 3,592,862 | |
Non-controlling interests | Non-controlling interests | 6,379 | | | 7,792 | |
Total stockholders’ equity | Total stockholders’ equity | 3,898,276 | | | 3,600,654 | |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 7,553,959 | | | $ | 7,408,132 | |
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 April 30, | | Nine Months Ended April 30, |
| 2023 | | 2022 | | 2023 | | 2022 |
Net sales | $ | 2,928,820 | | | $ | 4,657,517 | | | $ | 8,383,539 | | | $ | 12,490,759 | |
Cost of products sold | 2,496,183 | | | 3,850,072 | | | 7,181,491 | | | 10,352,616 | |
Gross profit | 432,637 | | | 807,445 | | | 1,202,048 | | | 2,138,143 | |
Selling, general and administrative expenses | 210,044 | | | 281,676 | | | 660,411 | | | 845,009 | |
Amortization of intangible assets | 35,113 | | | 40,725 | | | 105,531 | | | 117,288 | |
| | | | | | | |
| | | | | | | |
Interest expense, net | 26,362 | | | 22,289 | | | 74,802 | | | 67,516 | |
Other income (expense), net | (5,667) | | | (348) | | | 6,136 | | | 13,172 | |
Income before income taxes | 155,451 | | | 462,407 | | | 367,440 | | | 1,121,502 | |
Income tax provision | 35,722 | | | 116,389 | | | 84,482 | | | 265,046 | |
Net income | 119,729 | | | 346,018 | | | 282,958 | | | 856,456 | |
Less: Net loss attributable to non-controlling interests | (990) | | | (2,033) | | | (1,026) | | | (405) | |
Net income attributable to THOR Industries, Inc. | $ | 120,719 | | | $ | 348,051 | | | $ | 283,984 | | | $ | 856,861 | |
| | | | | | | |
Weighted-average common shares outstanding: | | | | | | | |
Basic | 53,425,379 | | | 54,906,356 | | | 53,534,746 | | | 55,278,320 | |
Diluted | 53,820,400 | | | 55,068,783 | | | 53,854,542 | | | 55,507,023 | |
| | | | | | | |
Earnings per common share: | | | | | | | |
Basic | $ | 2.26 | | | $ | 6.34 | | | $ | 5.30 | | | $ | 15.50 | |
Diluted | $ | 2.24 | | | $ | 6.32 | | | $ | 5.27 | | | $ | 15.44 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Comprehensive income: | | | | | | | |
Net income | $ | 119,729 | | | $ | 346,018 | | | $ | 282,958 | | | $ | 856,456 | |
Other comprehensive income (loss), net of tax | | | | | | | |
Foreign currency translation adjustment | 21,592 | | | (90,910) | | | 106,640 | | | (196,051) | |
Unrealized gain (loss) on derivatives, net of tax | (452) | | | 3,620 | | | (309) | | | 8,104 | |
Other loss, net of tax | — | | | — | | | (39) | | | (372) | |
Total other comprehensive income (loss), net of tax | 21,140 | | | (87,290) | | | 106,292 | | | (188,319) | |
Total Comprehensive income | 140,869 | | | 258,728 | | | 389,250 | | | 668,137 | |
Less: Comprehensive loss attributable to non-controlling interests | (968) | | | (2,417) | | | (1,413) | | | (1,494) | |
Comprehensive income attributable to THOR Industries, Inc. | $ | 141,837 | | | $ | 261,145 | | | $ | 390,663 | | | $ | 669,631 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended January 31, | | Six Months Ended January 31, |
| 2024 | | 2023 | | 2024 | | 2023 |
Net sales | $ | 2,207,369 | | | $ | 2,346,635 | | | $ | 4,708,128 | | | $ | 5,454,719 | |
Cost of products sold | 1,936,522 | | | 2,063,700 | | | 4,079,349 | | | 4,685,308 | |
Gross profit | 270,847 | | | 282,935 | | | 628,779 | | | 769,411 | |
Selling, general and administrative expenses | 220,125 | | | 208,743 | | | 438,021 | | | 450,367 | |
Amortization of intangible assets | 32,464 | | | 35,199 | | | 64,808 | | | 70,418 | |
| | | | | | | |
| | | | | | | |
Interest expense, net | 28,229 | | | 25,633 | | | 48,426 | | | 48,440 | |
Other income, net | 16,865 | | | 19,358 | | | 1,952 | | | 11,803 | |
Income before income taxes | 6,894 | | | 32,718 | | | 79,476 | | | 211,989 | |
Income tax provision | 1,568 | | | 6,912 | | | 19,117 | | | 48,760 | |
Net income | 5,326 | | | 25,806 | | | 60,359 | | | 163,229 | |
Less: Net loss attributable to non-controlling interests | (1,891) | | | (1,274) | | | (423) | | | (36) | |
Net income attributable to THOR Industries, Inc. | $ | 7,217 | | | $ | 27,080 | | | $ | 60,782 | | | $ | 163,265 | |
| | | | | | | |
Weighted-average common shares outstanding: | | | | | | | |
Basic | 53,322,504 | | | 53,518,878 | | | 53,309,169 | | | 53,587,646 | |
Diluted | 53,650,583 | | | 53,810,910 | | | 53,752,150 | | | 53,869,830 | |
| | | | | | | |
Earnings per common share: | | | | | | | |
Basic | $ | 0.14 | | | $ | 0.51 | | | $ | 1.14 | | | $ | 3.05 | |
Diluted | $ | 0.13 | | | $ | 0.50 | | | $ | 1.13 | | | $ | 3.03 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Comprehensive income: | | | | | | | |
Net income | $ | 5,326 | | | $ | 25,806 | | | $ | 60,359 | | | $ | 163,229 | |
Other comprehensive income (loss), net of tax | | | | | | | |
Foreign currency translation adjustment | 35,627 | | | 128,377 | | | (25,019) | | | 85,048 | |
Unrealized gain (loss) on derivatives, net of tax | — | | | (661) | | | — | | | 143 | |
Other loss, net of tax | (111) | | | (39) | | | (111) | | | (39) | |
Total other comprehensive income (loss), net of tax | 35,516 | | | 127,677 | | | (25,130) | | | 85,152 | |
Total Comprehensive income | 40,842 | | | 153,483 | | | 35,229 | | | 248,381 | |
Less: Comprehensive loss attributable to non-controlling interests | (1,952) | | | (1,249) | | | (1,206) | | | (445) | |
Comprehensive income attributable to THOR Industries, Inc. | $ | 42,794 | | | $ | 154,732 | | | $ | 36,435 | | | $ | 248,826 | |
See Notes to the Condensed Consolidated Financial Statements.
THOR INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
| | Nine Months Ended April 30, |
| 2023 | | 2022 |
| Six Months Ended January 31, | | | Six Months Ended January 31, |
| 2024 | | | 2024 | | 2023 |
Cash flows from operating activities: | Cash flows from operating activities: | | | |
Net income | Net income | $ | 282,958 | | | $ | 856,456 | |
Adjustments to reconcile net income to net cash provided by operating activities: | |
Net income | |
Net income | |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | |
Depreciation | |
Depreciation | |
Depreciation | Depreciation | 97,295 | | | 95,206 | |
Amortization of intangible assets | Amortization of intangible assets | 105,531 | | | 117,288 | |
Amortization of debt issuance costs | 8,569 | | | 8,457 | |
Amortization of debt issuance costs and extinguishment charges | |
| Deferred income tax benefit | Deferred income tax benefit | (9,052) | | | (18,830) | |
(Gain) loss on disposition of property, plant and equipment | (374) | | | 833 | |
| Deferred income tax benefit | |
| Deferred income tax benefit | |
Gain on disposition of property, plant and equipment | |
Stock-based compensation expense | Stock-based compensation expense | 26,607 | | | 22,736 | |
Changes in assets and liabilities: | Changes in assets and liabilities: | |
Accounts receivable | 143,591 | | | (256,180) | |
Accounts receivable, net | |
Accounts receivable, net | |
Accounts receivable, net | |
Inventories, net | Inventories, net | (87,841) | | | (338,852) | |
Prepaid income taxes, expenses and other | Prepaid income taxes, expenses and other | 2,119 | | | (4,578) | |
Accounts payable | Accounts payable | (63,642) | | | 78,897 | |
| Accrued liabilities | Accrued liabilities | (35,388) | | | 92,693 | |
Accrued liabilities | |
Accrued liabilities | |
Long-term liabilities and other | Long-term liabilities and other | 3,747 | | | (16,577) | |
Net cash provided by operating activities | 474,120 | | | 637,549 | |
Net cash provided by (used in) operating activities | |
Cash flows from investing activities: | Cash flows from investing activities: | | | |
Purchases of property, plant and equipment | |
Purchases of property, plant and equipment | |
Purchases of property, plant and equipment | Purchases of property, plant and equipment | (150,466) | | | (170,702) | |
Proceeds from dispositions of property, plant and equipment | Proceeds from dispositions of property, plant and equipment | 4,179 | | | 823 | |
Business acquisitions, net of cash acquired | Business acquisitions, net of cash acquired | (6,184) | | | (781,967) | |
| Other | Other | (19,091) | | | (20,000) | |
| Other | |
| Other | |
Net cash used in investing activities | Net cash used in investing activities | (171,562) | | | (971,846) | |
Cash flows from financing activities: | Cash flows from financing activities: | | | |
| Borrowings on term-loan credit facilities | |
Borrowings on term-loan credit facilities | |
Borrowings on term-loan credit facilities | |
Payments on term-loan credit facilities | |
Borrowings on revolving asset-based credit facilities | Borrowings on revolving asset-based credit facilities | — | | | 660,088 | |
Payments on revolving asset-based credit facilities | Payments on revolving asset-based credit facilities | (50,000) | | | (559,035) | |
Proceeds from issuance of senior unsecured notes | — | | | 500,000 | |
Payments on term-loan credit facilities | (102,355) | | | (124,565) | |
| Payments on other debt | |
| Payments on other debt | |
| Payments on other debt | Payments on other debt | (8,155) | | | (7,842) | |
Payments of debt issuance costs | Payments of debt issuance costs | — | | | (8,445) | |
Cash dividends paid | Cash dividends paid | (71,978) | | | (71,496) | |
Payments on finance lease obligations | Payments on finance lease obligations | (905) | | | (801) | |
Purchases of treasury shares | Purchases of treasury shares | (42,007) | | | (98,321) | |
Payments related to vesting of stock-based awards | Payments related to vesting of stock-based awards | (6,765) | | | (18,011) | |
Short-term financial obligations and other, net | Short-term financial obligations and other, net | 16,097 | | | (21,120) | |
Net cash provided by (used in) financing activities | Net cash provided by (used in) financing activities | (266,068) | | | 250,452 | |
Effect of exchange rate changes on cash and cash equivalents and restricted cash | 5,183 | | | (32,882) | |
Net increase (decrease) in cash and cash equivalents and restricted cash | 41,673 | | | (116,727) | |
Cash and cash equivalents and restricted cash, beginning of period | 311,553 | | | 448,706 | |
Cash and cash equivalents and restricted cash, end of period | 353,226 | | | 331,979 | |
Less: restricted cash | — | | | 2,682 | |
Effect of exchange rate changes on cash and cash equivalents | |
Net decrease in cash and cash equivalents | |
Cash and cash equivalents, beginning of period | |
| Cash and cash equivalents, end of period | |
| Cash and cash equivalents, end of period | |
| Cash and cash equivalents, end of period | Cash and cash equivalents, end of period | $ | 353,226 | | | $ | 329,297 | |
| Supplemental cash flow information: | Supplemental cash flow information: | |
Supplemental cash flow information: | |
Supplemental cash flow information: | |
Income taxes paid | |
Income taxes paid | |
Income taxes paid | Income taxes paid | $ | 118,602 | | | $ | 270,063 | |
Interest paid | Interest paid | $ | 75,877 | | | $ | 59,454 | |
Non-cash investing and financing transactions: | Non-cash investing and financing transactions: | |
Capital expenditures in accounts payable | Capital expenditures in accounts payable | $ | 4,874 | | | $ | 7,914 | |
Capital expenditures in accounts payable | |
Capital expenditures in accounts payable | |
|
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 AND NINE MONTHS ENDED APRIL 30, 2023 AND 2022 (UNAUDITED) | FOR THE THREE AND SIX MONTHS ENDED JANUARY 31, 2024 AND 2023 (UNAUDITED) | | FOR THE THREE AND SIX MONTHS ENDED JANUARY 31, 2024 AND 2023 (UNAUDITED) |
| | Three Months Ended April 30, 2023 |
| | 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, 2023 | 66,334,072 | | $ | 6,633 | | $ | 517,510 | | $ | 3,928,361 | | $ | (96,046) | | 12,815,099 | | $ | (575,675) | | $ | 3,780,783 | | $ | 7,347 | | $ | 3,788,130 | |
| Three Months Ended January 31, 2024 | |
| Three Months Ended January 31, 2024 | |
| Three Months Ended January 31, 2024 | |
| | | | | Accumulated | |
| | | Additional | |
| | | Additional | |
| | | Additional | | | Other | | | Equity | Non- | Total |
| Common Stock | | | Common Stock | Paid-In | Retained | Comprehensive | Treasury Stock | Attributable | controlling | Stockholders’ |
| Shares | | | Shares | Amount | Capital | Earnings | Income (Loss) | Shares | Amount | to THOR | Interests | Equity |
Balance at November 1, 2023 | |
Net income (loss) | Net income (loss) | — | | — | | — | | 120,719 | | — | | — | | — | | 120,719 | | (990) | | 119,729 | |
Purchases of treasury shares | Purchases of treasury shares | — | | — | | — | | — | | — | | 210,799 | | (16,600) | | (16,600) | | — | | (16,600) | |
Restricted stock unit activity | Restricted stock unit activity | — | | — | | 18 | | — | | — | | — | | — | | 18 | | — | | 18 | |
Dividends $0.45 per common share | — | | — | | — | | (23,813) | | — | | — | | — | | (23,813) | | — | | (23,813) | |
Dividends $0.48 per common share | |
Stock-based compensation expense | Stock-based compensation expense | — | | — | | 9,672 | | — | | — | | — | | — | | 9,672 | | — | | 9,672 | |
Other comprehensive income (loss) | Other comprehensive income (loss) | — | | — | | — | | — | | 21,118 | | — | | — | | 21,118 | | 22 | | 21,140 | |
| Balance at April 30, 2023 | 66,334,072 | | $ | 6,633 | | $ | 527,200 | | $ | 4,025,267 | | $ | (74,928) | | 13,025,898 | | $ | (592,275) | | $ | 3,891,897 | | $ | 6,379 | | $ | 3,898,276 | |
Balance at January 31, 2024 | |
| Balance at January 31, 2024 | |
| | Nine Months Ended April 30, 2023 |
Balance at January 31, 2024 | |
| | | 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, 2022 | 66,059,403 | | $ | 6,606 | | $ | 497,946 | | $ | 3,813,261 | | $ | (181,607) | | 12,382,441 | | $ | (543,344) | | $ | 3,592,862 | | $ | 7,792 | | $ | 3,600,654 | |
| Six Months Ended January 31, 2024 | |
| Six Months Ended January 31, 2024 | |
| Six Months Ended January 31, 2024 | |
| | | | | Accumulated | |
| | | Additional | |
| | | Additional | |
| | | Additional | | | Other | | | Equity | Non- | Total |
| Common Stock | | | Common Stock | Paid-In | Retained | Comprehensive | Treasury Stock | Attributable | controlling | Stockholders’ |
| Shares | | | Shares | Amount | Capital | Earnings | Income (Loss) | Shares | Amount | to THOR | Interests | Equity |
Balance at August 1, 2023 | |
Net income (loss) | Net income (loss) | — | | — | | — | | 283,984 | | — | | — | | — | | 283,984 | | (1,026) | | 282,958 | |
Purchases of treasury shares | Purchases of treasury shares | — | | — | | — | | — | | — | | 549,532 | | (42,007) | | (42,007) | | — | | (42,007) | |
Restricted stock unit activity | Restricted stock unit activity | 274,669 | | 27 | | 2,647 | | — | | — | | 93,925 | | (6,924) | | (4,250) | | — | | (4,250) | |
Dividends $1.35 per common share | — | | — | | — | | (71,978) | | — | | — | | — | | (71,978) | | — | | (71,978) | |
Dividends $0.96 per common share | |
Stock-based compensation expense | Stock-based compensation expense | — | | — | | 26,607 | | — | | — | | — | | — | | 26,607 | | — | | 26,607 | |
Other comprehensive income (loss) | Other comprehensive income (loss) | — | | — | | — | | — | | 106,679 | | — | | — | | 106,679 | | (387) | | 106,292 | |
| Balance at April 30, 2023 | 66,334,072 | | $ | 6,633 | | $ | 527,200 | | $ | 4,025,267 | | $ | (74,928) | | 13,025,898 | | $ | (592,275) | | $ | 3,891,897 | | $ | 6,379 | | $ | 3,898,276 | |
Balance at January 31, 2024 | |
| Balance at January 31, 2024 | |
| Balance at January 31, 2024 | |
|
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 AND NINE MONTHS ENDED APRIL 30, 2023 AND 2022 (UNAUDITED) | FOR THE THREE AND SIX MONTHS ENDED JANUARY 31, 2024 AND 2023 (UNAUDITED) | | FOR THE THREE AND SIX MONTHS ENDED JANUARY 31, 2024 AND 2023 (UNAUDITED) |
| | Three Months Ended January 31, 2023 | |
| Three Months Ended January 31, 2023 | |
| Three Months Ended January 31, 2023 | |
| | | | | Accumulated | |
| | | Additional | |
| | | Additional | |
| | | Additional | | | Other | | | Equity | Non- | Total |
| Common Stock | | | Common Stock | Paid-In | Retained | Comprehensive | Treasury Stock | Attributable | controlling | Stockholders’ |
| Shares | | | Shares | Amount | Capital | Earnings | Income (Loss) | Shares | Amount | to THOR | Interests | Equity |
Balance at November 1, 2022 | |
Net income (loss) | |
| Restricted stock unit activity | |
Restricted stock unit activity | |
Restricted stock unit activity | |
Dividends $0.45 per common share | |
Stock-based compensation expense | |
Other comprehensive income (loss) | |
| | | Three Months Ended April 30, 2022 |
Balance at January 31, 2023 | |
| | | Accumulated | | Stockholders’ | |
Balance at January 31, 2023 | |
| | Additional | | Other | | Equity | Non- | Total |
Balance at January 31, 2023 | |
| | 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 | 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 | |
| Six Months Ended January 31, 2023 | |
| Six Months Ended January 31, 2023 | |
| Six Months Ended January 31, 2023 | |
| | | | | Accumulated | |
| | | Additional | |
| | | Additional | |
| | | Additional | | | Other | | | Equity | Non- | Total |
| Common Stock | | | Common Stock | Paid-In | Retained | Comprehensive | Treasury Stock | Attributable | controlling | Stockholders’ |
| Shares | | | Shares | Amount | Capital | Earnings | Income (Loss) | Shares | Amount | to THOR | Interests | Equity |
Balance at August 1, 2022 | |
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 | — | | — | | — | | (23,663) | | — | | — | | — | | (23,663) | | — | | (23,663) | |
Dividends $0.90 per common share | |
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) | |
Acquisitions | — | | — | | 1,516 | | — | | — | | — | | — | | 1,516 | | (17,661) | | (16,145) | |
Dividend paid to non-controlling interests | — | | — | | — | | — | | — | | — | | — | | — | | (555) | | (555) | |
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 | |
| | | Nine Months Ended April 30, 2022 |
Balance at January 31, 2023 | |
| | | Accumulated | | Stockholders’ | |
Balance at January 31, 2023 | |
| | 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, 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 (loss) | — | | — | | — | | 856,861 | | — | | — | | — | | 856,861 | | (405) | | 856,456 | |
Purchases of treasury shares | — | | — | | — | | — | | — | | 1,090,067 | | (98,321) | | (98,321) | | — | | (98,321) | |
Restricted stock unit activity | 407,833 | | 41 | | 5,952 | | — | | — | | 152,869 | | (18,011) | | (12,018) | | — | | (12,018) | |
Dividends $1.29 per common share | — | | — | | — | | (71,496) | | — | | — | | — | | (71,496) | | — | | (71,496) | |
Stock-based compensation expense | — | | — | | 22,736 | | — | | — | | — | | — | | 22,736 | | — | | 22,736 | |
Other comprehensive income (loss) | — | | — | | — | | — | | (187,230) | | — | | — | | (187,230) | | (1,089) | | (188,319) | |
Acquisitions | — | | — | | 1,516 | | — | | — | | — | | — | | 1,516 | | (16,922) | | (15,406) | |
Dividend paid to non-controlling interests | — | | — | | — | | — | | — | | — | | — | | — | | (555) | | (555) | |
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 | |
Balance at January 31, 2023 | |
See Notes to the Condensed Consolidated Financial Statements.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(All U.S. Dollar and Euro 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 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. 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, 20222023 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, 2022.2023. Due to seasonality within the recreational vehicle industry, and the impact of the ongoing supply chain disruptions primarily in Europe, inflation and shifting consumer demand on our industry, among other factors, annualizing the results of operations for the ninesix months ended April 30, 2023January 31, 2024 would not necessarily be indicative of the results expected for the full fiscal year.
During the quarter ended January 31, 2023, the Company reclassified certain immaterial investments accounted for under the equity method, which had previously been shown as a component of Other long-term assets in the Condensed Consolidated Balance Sheets, to a separate line called Equity investments. In addition, certain other immaterial amounts from the prior year have been reclassified to conform with current-year presentation.Recently Issued Accounting Standards Not Yet Adopted
2. AcquisitionsIn November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update No. 2023-07 (“ASU 2023-07”) “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”, which requires additional disclosures about significant segment expenses regularly provided to the Chief Operating Decision Maker. ASU 2023-07 is effective for annual reporting periods beginning after December 15, 2023, or the annual report for fiscal 2025 for the Company, and interim periods within fiscal years beginning after December 15, 2024, or interim periods starting in fiscal 2026 for the Company. Early adoption is permitted. We are currently evaluating the impact of ASU 2023-07 on our consolidated financial statements and related disclosures.
Airxcel
On September 1, 2021,In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”, requiring enhancements and further transparency to certain income tax disclosures. Under this ASU, entities must disclose, on an annual basis, specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. In addition, ASU 2023-09 requires entities to disclose additional information about income taxes paid. The new standard also eliminates certain existing disclosure requirements related to uncertain tax positions and unrecognized deferred tax liabilities. ASU 2023-09 is effective for financial statements for annual periods beginning after December 15, 2024. This ASU is effective for 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 total cash consideration paid was subject to the final determination of the actual acquired net working capital as of the close of businessits fiscal year 2026 beginning on SeptemberAugust 1, 2021, which was finalized in the second quarter of fiscal 2022. The final cash consideration was $745,279, net of cash acquired. In conjunction with the Airxcel acquisition, the Company expanded its existing asset-based credit facility (“ABL”) from $750,000 to $1,000,000, favorably amended certain terms of the agreement and extended the term of the ABL.
2025. The Company acquired Airxcel as partis currently evaluating the potential impact of its long-term, strategic growth plan andadopting this guidance on the acquisition is expected to provide numerous benefits, including strengthening the RV supply chain, diversifying its revenue sources and expanding Airxcel's supply chain business in North America and Europe. Airxcel operates as an independent operation in the same manner as the Company's other subsidiaries.
consolidated financial statements.
Subsequent to the acquisition date, 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 final fair values of the Airxcel net assets acquired on the acquisition date.
| | | | | | | | |
Cash | | $ | 23,404 | |
Inventory | | 71,150 | |
Other assets | | 62,657 | |
Property, plant and equipment | | 40,518 | |
Amortizable intangible assets: | | |
Customer relationships | | 284,000 | |
Trademarks | | 56,900 | |
Design technology assets | | 60,600 | |
Backlog | | 700 | |
Goodwill | | 372,608 | |
Current liabilities | | (115,535) | |
Deferred income tax liabilities | | (77,086) | |
Other liabilities | | (10,494) | |
Non-controlling interest | | (739) | |
Total fair value of net assets acquired | | 768,683 | |
Less cash acquired | | (23,404) | |
Total cash consideration for acquisition, less cash acquired | | $ | 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 are being amortized on an accelerated basis over 20 years. The trademarks were valued on the Relief from Royalty Method and are being amortized on a straight-line basis over 20 years. The design technology assets were valued on the Relief from Royalty Method and are being amortized on a straight-line basis over 10 years. Backlog was valued based on the Discounted Cash Flow Method and was amortized on a straight-line basis over 2 months. The majority of 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. 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 April 30, |
| 2022 |
Net sales | $ | 4,657,517 | |
Net income attributable to THOR Industries, Inc. | $ | 348,051 | |
Basic earnings per common share | $ | 6.34 | |
Diluted earnings per common share | $ | 6.32 | |
| | | | | | | | |
| | Nine Months Ended April 30, |
| | 2022 |
Net sales | | $ | 12,538,217 | |
Net income attributable to THOR Industries, Inc. | | $ | 863,674 | |
Basic earnings per common share | | $ | 15.62 | |
Diluted earnings per common share | | $ | 15.56 | |
3.2. Business Segments
The Company has three reportable segments, all related to recreational vehicles: (1) North American towables,Towable Recreational Vehicles, (2) North American motorizedMotorized Recreational Vehicles and (3) European.European Recreational Vehicles. The operations of the Company's PostleAirxcel and AirxcelPostle subsidiaries are included in “Other”, along with the operations of Roadpass Digital through December 30, 2022 as discussed in Note 9 to the Condensed Consolidated Financial Statements.. Net sales included in Other relatedrelate primarily to the sale of specialized component parts and aluminum extrusions. Intercompany eliminations primarily adjust for PostleAirxcel and AirxcelPostle sales to the Company’s North American towablesTowable and North American motorizedMotorized 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 April 30, | | Nine Months Ended April 30, |
| Three Months Ended January 31, | | | Three Months Ended January 31, | | Six Months Ended January 31, |
NET SALES: | NET SALES: | 2023 | | 2022 | | 2023 | | 2022 | NET SALES: | 2024 | | 2023 | | 2024 | | 2023 |
Recreational vehicles | Recreational vehicles | | | | | | | |
North American Towables | $ | 1,124,410 | | $ | 2,640,137 | | $ | 3,271,967 | | $ | 6,866,059 |
North American Towable | |
North American Towable | |
North American Towable | | $ | 730,968 | | $ | 829,751 | | $ | 1,676,422 | | $ | 2,147,557 |
North American Motorized | North American Motorized | 795,940 | | 1,053,045 | | 2,658,042 | | 2,954,879 | North American Motorized | 570,424 | | 738,583 | | 1,281,583 | | 1,862,102 |
Total North America | Total North America | 1,920,350 | | 3,693,182 | | 5,930,009 | | 9,820,938 | Total North America | 1,301,392 | | 1,568,334 | | 2,958,005 | | 4,009,659 |
European | European | 866,751 | | 724,002 | | 2,017,991 | | 2,080,729 | European | 782,294 | | 646,938 | | 1,490,495 | | 1,151,240 |
Total recreational vehicles | Total recreational vehicles | 2,787,101 | | 4,417,184 | | 7,948,000 | | 11,901,667 | Total recreational vehicles | 2,083,686 | | 2,215,272 | | 4,448,500 | | 5,160,899 |
Other | Other | 201,164 | | 383,170 | | 598,671 | | 935,146 | Other | 166,534 | | 164,859 | | 365,455 | | 397,507 |
Intercompany eliminations | Intercompany eliminations | (59,445) | | (142,837) | | (163,132) | | (346,054) | Intercompany eliminations | (42,851) | | (33,496) | | (105,827) | | (103,687) |
Total | Total | $ | 2,928,820 | | $ | 4,657,517 | | $ | 8,383,539 | | $ | 12,490,759 | Total | $ | 2,207,369 | | $ | 2,346,635 | | $ | 4,708,128 | | $ | 5,454,719 |
| | Three Months Ended April 30, | | Nine Months Ended April 30, |
| Three Months Ended January 31, | | | Three Months Ended January 31, | | Six Months Ended January 31, |
INCOME (LOSS) BEFORE INCOME TAXES: | INCOME (LOSS) BEFORE INCOME TAXES: | 2023 | | 2022 | | 2023 | | 2022 | INCOME (LOSS) BEFORE INCOME TAXES: | 2024 | | 2023 | | 2024 | | 2023 |
| Recreational vehicles | Recreational vehicles | | | | | | | |
North American Towables | $ | 77,583 | | $ | 326,697 | | $ | 181,471 | | $ | 868,874 |
Recreational vehicles | |
Recreational vehicles | |
North American Towable | |
North American Towable | |
North American Towable | | $ | 661 | | $ | (7,119) | | $ | 49,910 | | $ | 103,888 |
North American Motorized | North American Motorized | 48,186 | | 116,293 | | 234,163 | | 309,228 | North American Motorized | 26,460 | | 61,544 | | 63,512 | | 185,977 |
Total North America | Total North America | 125,769 | | 442,990 | | 415,634 | | 1,178,102 | Total North America | 27,121 | | 54,425 | | 113,422 | | 289,865 |
European | European | 72,401 | | 20,559 | | 77,948 | | 12,248 | European | 38,057 | | 12,015 | | 66,824 | | 5,547 |
Total recreational vehicles | Total recreational vehicles | 198,170 | | 463,549 | | 493,582 | | 1,190,350 | Total recreational vehicles | 65,178 | | 66,440 | | 180,246 | | 295,412 |
Other, net | Other, net | 16,970 | | 46,910 | | 30,004 | | 93,531 | Other, net | 7,343 | | 8,289 | | 16,819 | | 13,034 |
Corporate | Corporate | (59,689) | | (48,052) | | (156,146) | | (162,379) | Corporate | (65,627) | | (42,011) | | (117,589) | | (96,457) |
Total | Total | $ | 155,451 | | $ | 462,407 | | $ | 367,440 | | $ | 1,121,502 | Total | $ | 6,894 | | $ | 32,718 | | $ | 79,476 | | $ | 211,989 |
| | | | | | | | | | | | | | | |
TOTAL ASSETS: | January 31, 2024 | | July 31, 2023 | | | | |
Recreational vehicles | | | | | | | |
North American Towable | $ | 1,375,699 | | $ | 1,429,899 | | | | |
North American Motorized | 1,226,909 | | 1,268,109 | | | | |
Total North America | 2,602,608 | | 2,698,008 | | | | |
European | 2,988,415 | | 2,898,175 | | | | |
Total recreational vehicles | 5,591,023 | | 5,596,183 | | | | |
Other | 1,023,371 | | 1,048,076 | | | | |
Corporate | 611,435 | | 616,571 | | | | |
Total | $ | 7,225,829 | | $ | 7,260,830 | | | | |
| TOTAL ASSETS: | April 30, 2023 | | July 31, 2022 | |
DEPRECIATION AND INTANGIBLE ASSET AMORTIZATION EXPENSE: | | DEPRECIATION AND INTANGIBLE ASSET AMORTIZATION EXPENSE: | Three Months Ended January 31, | | Six Months Ended January 31, |
| 2024 | | 2023 | | 2024 | | 2023 |
Recreational vehicles | Recreational vehicles | | | | |
North American Towables | $ | 1,629,231 | | $ | 2,040,841 | |
North American Towable | |
North American Towable | |
North American Towable | | $ | 13,788 | | $ | 15,028 | | $ | 27,552 | | $ | 30,465 |
North American Motorized | North American Motorized | 1,437,825 | | 1,239,476 | | North American Motorized | 8,849 | | 8,172 | | 17,791 | | 16,333 |
Total North America | Total North America | 3,067,056 | | 3,280,317 | | Total North America | 22,637 | | 23,200 | | 45,343 | | 46,798 |
European | European | 2,865,580 | | 2,449,270 | | European | 31,136 | | 28,713 | | 61,533 | | 56,015 |
Total recreational vehicles | Total recreational vehicles | 5,932,636 | | 5,729,587 | | Total recreational vehicles | 53,773 | | 51,913 | | 106,876 | | 102,813 |
Other | Other | 1,094,611 | | 1,272,829 | | Other | 13,668 | | 15,338 | | 27,294 | | 30,986 |
Corporate | Corporate | 526,712 | | 405,716 | | Corporate | 678 | | 431 | | 1,227 | | 876 |
Total | Total | $ | 7,553,959 | | $ | 7,408,132 | | Total | $ | 68,119 | | $ | 67,682 | | $ | 135,397 | | $ | 134,675 |
| DEPRECIATION AND INTANGIBLE AMORTIZATION EXPENSE: | Three Months Ended April 30, | | Nine Months Ended April 30, |
2023 | | 2022 | | 2023 | | 2022 |
| Three Months Ended January 31, | | | Three Months Ended January 31, | | Six Months Ended January 31, |
CAPITAL ACQUISITIONS: | | CAPITAL ACQUISITIONS: | 2024 | | 2023 | | 2024 | | 2023 |
Recreational vehicles | Recreational vehicles | | | | | | | |
North American Towables | $ | 15,188 | | $ | 16,149 | | $ | 45,653 | | $ | 48,764 |
North American Towable | |
North American Towable | |
North American Towable | | $ | 4,443 | | $ | 16,820 | | $ | 11,373 | | $ | 37,994 |
North American Motorized | North American Motorized | 8,114 | | 7,388 | | 24,447 | | 21,517 | North American Motorized | 5,386 | | 10,266 | | 12,861 | | 29,330 |
Total North America | Total North America | 23,302 | | 23,537 | | 70,100 | | 70,281 | Total North America | 9,829 | | 27,086 | | 24,234 | | 67,324 |
European | European | 29,840 | | 31,501 | | 85,855 | | 99,910 | European | 16,116 | | 12,151 | | 30,876 | | 21,071 |
Total recreational vehicles | Total recreational vehicles | 53,142 | | 55,038 | | 155,955 | | 170,191 | Total recreational vehicles | 25,945 | | 39,237 | | 55,110 | | 88,395 |
Other | Other | 14,563 | | 16,177 | | 45,549 | | 41,014 | Other | 6,244 | | 7,957 | | 14,535 | | 12,769 |
Corporate | Corporate | 446 | | 431 | | 1,322 | | 1,289 | Corporate | 4,172 | | 151 | | 6,907 | | 271 |
Total | Total | $ | 68,151 | | $ | 71,646 | | $ | 202,826 | | $ | 212,494 | Total | $ | 36,361 | | $ | 47,345 | | $ | 76,552 | | $ | 101,435 |
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended April 30, | | Nine Months Ended April 30, |
CAPITAL ACQUISITIONS: | 2023 | | 2022 | | 2023 | | 2022 |
Recreational vehicles | | | | | | | |
North American Towables | $ | 14,367 | | $ | 19,833 | | $ | 52,361 | | $ | 54,446 |
North American Motorized | 4,918 | | 9,885 | | 34,248 | | 25,205 |
Total North America | 19,285 | | 29,718 | | 86,609 | | 79,651 |
European | 15,889 | | 16,173 | | 36,960 | | 70,400 |
Total recreational vehicles | 35,174 | | 45,891 | | 123,569 | | 150,051 |
Other | 13,144 | | 9,272 | | 25,913 | | 21,452 |
Corporate | 854 | | 501 | | 1,125 | | 584 |
Total | $ | 49,172 | | $ | 55,664 | | $ | 150,607 | | $ | 172,087 |
4.3. 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 April 30, | | Nine Months Ended April 30, |
| 2023 | | 2022 | | 2023 | | 2022 |
| Three Months Ended January 31, | | | Three Months Ended January 31, | | Six Months Ended January 31, |
| 2024 | | | 2024 | | 2023 | | 2024 | | 2023 |
Weighted-average common shares outstanding for basic earnings per share | Weighted-average common shares outstanding for basic earnings per share | 53,425,379 | | | 54,906,356 | | | 53,534,746 | | | 55,278,320 | |
Unvested restricted and performance stock units | Unvested restricted and performance stock units | 395,021 | | | 162,427 | | | 319,796 | | | 228,703 | |
Weighted-average common shares outstanding assuming dilution | Weighted-average common shares outstanding assuming dilution | 53,820,400 | | | 55,068,783 | | | 53,854,542 | | | 55,507,023 | |
For the three months ended April 30,January 31, 2024 and 2023, and 2022, the Company had 113,9648,078 and 211,348169,350 unvested restricted stock units and performance stock units outstanding, respectively, which were excluded from this calculation as their effect would behave been antidilutive. For the ninesix months ended April 30,January 31, 2024 and 2023, and 2022, the Company had 162,56529,688 and 159,077186,895 unvested restricted stock units and performance stock units outstanding, respectively, which were excluded from this calculation as their effect would have been antidilutive.
4. Derivatives and Hedging
The total amounts presented in the Condensed Consolidated Statements of Income and Comprehensive Income due to changes in the fair value of ourthe derivative instruments are as follows:
| | | | | | | | | | | | | | |
| | Three Months Ended January 31, |
| | 2024 | | 2023 |
Gain (Loss) on Derivatives Designated as Cash Flow Hedges | | | | |
| | | | |
Gain (Loss) recognized in Other Comprehensive Income, net of tax | | | | |
| | | | |
Interest rate swap agreements (1) | | $ | — | | | $ | (661) | |
Total gain (loss) | | $ | — | | | $ | (661) | |
(1)Other comprehensive income (loss), net of tax, before reclassification from accumulated other comprehensive income (“AOCI”) was $0 and $(136) for the three months ended January 31, 2024 and 2023, respectively.
| | | | | | | | | | | | | | |
| | Six Months Ended January 31, |
| | 2024 | | 2023 |
Gain (Loss) on Derivatives Designated as Cash Flow Hedges | | | | |
| | | | |
Gain (Loss) recognized in Other Comprehensive Income, net of tax | | | | |
| | | | |
Interest rate swap agreements (2) | | $ | — | | | $ | 85 | |
Total gain (loss) | | $ | — | | | $ | 85 | |
(2)Other comprehensive income (loss), net of tax, before reclassification from AOCI was $0 and $718 for the six months ended January 31, 2024 and 2023, respectively.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended January 31, |
| | 2024 | | 2023 |
| | | | | Interest | | | | | Interest |
| | Sales | | | Expense | | Sales | | | Expense |
Gain (Loss) Reclassified from AOCI, Net of Tax | | | | | | | | | | |
| | | | | | | | | | |
Interest rate swap agreements | | $ | — | | | | $ | — | | | $ | — | | | | $ | 525 | |
Gain (Loss) on Derivatives Not Designated as Hedging Instruments | | | | | | | | | | |
Gain (loss) recognized in income, net of tax | | | | | | | | | | |
Foreign currency forward contracts | | (236) | | | | — | | | 1,118 | | | | — | |
Commodities swap agreements | | — | | | | — | | | (1,567) | | | | — | |
Interest rate swap agreements | | — | | | | (205) | | | — | | | | (83) | |
Total gain (loss) | | $ | (236) | | | | $ | (205) | | | $ | (449) | | | | $ | 442 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Six Months Ended January 31, |
| | 2024 | | 2023 |
| | | | | Interest | | | | | Interest |
| | Sales | | | Expense | | Sales | | | Expense |
Gain (Loss) Reclassified from AOCI, Net of Tax | | | | | | | | | | |
Foreign currency forward contracts | | $ | — | | | | $ | — | | | $ | (58) | | | | $ | — | |
Interest rate swap agreements | | — | | | | — | | | — | | | | 633 | |
Gain (Loss) on Derivatives Not Designated as Hedging Instruments | | | | | | | | | | |
Gain (loss) recognized in income, net of tax | | | | | | | | | | |
Foreign currency forward contracts | | (75) | | | | — | | | 1,946 | | | | — | |
Commodities swap agreements | | — | | | | — | | | (2,229) | | | | — | |
Interest rate swap agreements | | — | | | | (139) | | | — | | | | 171 | |
Total gain (loss) | | $ | (75) | | | | $ | (139) | | | $ | (341) | | | | $ | 804 | |
As of January 31, 2024 and July 31, 2023 there were no derivative instruments designated as cash flow hedges, and the associated notional amounts, presented on a pre-tax basis, were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| April 30, 2023 | | July 31, 2022 |
| | | Fair Value in | | Fair Value in | | | | Fair Value in | | Fair Value in |
| | | Other Current | | Other Current | | | | Other Current | | Other Current |
Cash Flow Hedges | Notional | | Assets | | Liabilities | | Notional | | Assets | | Liabilities |
Foreign currency forward contracts | $ | — | | | $ | — | | | $ | — | | | $ | 33,997 | | | $ | — | | | $ | 80 | |
Interest rate swap agreements | 110,175 | | | 368 | | | — | | | 273,325 | | | 850 | | | — | |
Total derivative financial instruments | $ | 110,175 | | | $ | 368 | | | $ | — | | | $ | 307,322 | | | $ | 850 | | | $ | 80 | |
hedges. The Company previously entered into interest rate swaps to convert a portion of the Company’s long-term debt from floating rate to fixed rate debt to partially hedge the interest rate risk related to the Company’s U.S. dollar term loan tranche that matures in February 2026. The notional amounts hedged will decrease on a quarterly basis to zero by August 1, 2023.
Effective August 1, 2022, the Company's foreign currency forward contracts used to exchange British Pounds Sterling ("GBP") for Euro were no longerhas certain other derivative instruments which have not been designated as cash flow hedgeshedges. These other derivative instruments had a notional amount totaling approximately $78,772 and therefore excluded from the table abovea fair value liability of $1,509 as of April 30,January 31, 2024. These other derivative instruments had a notional amount totaling approximately $25,248 and a fair value liability of $932 as of July 31, 2023. For these derivative instruments, changes in fair value are recognized in earnings.
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. A loss, net of tax, was included in the foreign currency translation adjustment of $6,237 for the three months ended January 31, 2024 and a gain of $7,172 was included for the six months ended January 31, 2024. Losses, net of tax, included in the foreign currency translation adjustments were $4,901$30,297 for the three months ended April 30,January 31, 2023 and $25,813$20,912 for the ninesix months ended April 30,January 31, 2023. Gains, net of tax, included in the foreign currency translation adjustments were $23,189 for the three months ended April 30, 2022 and $50,817 for the nine months ended April 30, 2022.
There were no amounts reclassified out of accumulated other comprehensive income (“AOCI”)AOCI pertaining to the net investment hedge during the three and nine-monthsix-month periods ended April 30,January 31, 2024 and January 31, 2023, and April 30, 2022, 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 $33,251 and a fair value liability value of $651 as of April 30, 2023. These other derivative instruments had a notional amount totaling approximately $25,628 and a fair value liability of $1,077, as of July 31, 2022. 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 derivative instruments are as follows:
| | | | | | | | | | | | | | |
| | Three Months Ended April 30, |
| | 2023 | | 2022 |
Gain (Loss) on Derivatives Designated as Cash Flow Hedges | | | | |
| | | | |
Gain (Loss) recognized in Other Comprehensive Income, net of tax | | | | |
Foreign currency forward contracts | | $ | — | | | $ | 411 | |
Interest rate swap agreements (1) | | (452) | | | 3,209 | |
Total gain (loss) | | $ | (452) | | | $ | 3,620 | |
(1) Other comprehensive income (loss), net of tax, before reclassification from AOCI was $16 and $1,888 for the three months ended April 30, 2023 and 2022, respectively.
| | | | | | | | | | | | | | |
| | Nine Months Ended April 30, |
| | 2023 | | 2022 |
Gain (Loss) on Derivatives Designated as Cash Flow Hedges | | | | |
| | | | |
Gain (Loss) recognized in Other Comprehensive Income, net of tax | | | | |
Foreign currency forward contracts | | $ | — | | | $ | (209) | |
Interest rate swap agreements (2) | | (367) | | | 8,313 | |
Total gain (loss) | | $ | (367) | | | $ | 8,104 | |
(2) Other comprehensive income (loss), net of tax, before reclassification from AOCI was $734 and $3,290 for the nine months ended April 30, 2023 and 2022, respectively.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended April 30, |
| | 2023 | | 2022 |
| | | | | Interest | | | | | Interest |
| | Sales | | | Expense | | Sales | | | Expense |
Gain (Loss) Reclassified from AOCI, Net of Tax | | | | | | | | | | |
Foreign currency forward contracts | | $ | — | | | | $ | — | | | $ | (261) | | | | $ | — | |
Interest rate swap agreements | | — | | | | 468 | | | — | | | | (1,321) | |
Gain (Loss) on Derivatives Not Designated as Hedging Instruments | | | | | | | | | | |
Gain (loss) recognized in income, net of tax | | | | | | | | | | |
Foreign currency forward contracts | | $ | 690 | | | | $ | — | | | $ | — | | | | $ | — | |
| | | | | | | | | | |
Interest rate swap agreements | | — | | | | 11 | | | — | | | | 335 | |
Total gain (loss) | | $ | 690 | | | | $ | 479 | | | $ | (261) | | | | $ | (986) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Nine Months Ended April 30, |
| | 2023 | | 2022 |
| | | | | Interest | | | | | Interest |
| | Sales | | | Expense | | Sales | | | Expense |
Gain (Loss) Reclassified from AOCI, Net of Tax | | | | | | | | | | |
Foreign currency forward contracts | | $ | (58) | | | | $ | — | | | $ | (545) | | | | $ | — | |
Interest rate swap agreements | | — | | | | 1,101 | | | — | | | | (5,023) | |
Gain (Loss) on Derivatives Not Designated as Hedging Instruments | | | | | | | | | | |
Gain (loss) recognized in income, net of tax | | | | | | | | | | |
Foreign currency forward contracts | | $ | 2,636 | | | | $ | — | | | $ | — | | | | $ | — | |
Commodities swap agreements | | (2,229) | | | | — | | | — | | | | — | |
Interest rate swap agreements | | — | | | | 182 | | | — | | | | 424 | |
Total gain (loss) | | $ | 349 | | | | $ | 1,283 | | | $ | (545) | | | | $ | (4,599) | |
6.5. Inventories
Major classifications of inventories are as follows:
| | April 30, 2023 | | July 31, 2022 |
| January 31, 2024 | | | January 31, 2024 | | July 31, 2023 |
Finished goods – RV | Finished goods – RV | $ | 198,464 | | | $ | 236,311 | |
Finished goods – other | Finished goods – other | 106,832 | | | 126,570 | |
Work in process | Work in process | 356,307 | | | 397,495 | |
Raw materials | Raw materials | 635,330 | | | 838,474 | |
Chassis | Chassis | 725,074 | | | 293,375 | |
Subtotal | Subtotal | 2,022,007 | | | 1,892,225 | |
Excess of FIFO costs over LIFO costs | Excess of FIFO costs over LIFO costs | (157,252) | | | (137,452) | |
Total inventories, net | Total inventories, net | $ | 1,864,755 | | | $ | 1,754,773 | |
Of the $2,022,007$1,935,872 and $1,892,225$1,815,674 of inventories at April 30, 2023January 31, 2024 and July 31, 2022, $1,277,4492023, $1,344,893 and $1,170,554,$1,224,069, respectively, were valued on the first-in, first-out (“FIFO”) method, and $744,558$590,979 and $721,671,$591,605, respectively, were valued on the last-in, first-out (“LIFO”) method.
6. Property, Plant and Equipment
Property, plant and equipment consists of the following:
| | April 30, 2023 | | July 31, 2022 |
| January 31, 2024 | | | January 31, 2024 | | July 31, 2023 |
Land | Land | $ | 146,090 | | | $ | 142,221 | |
Buildings and improvements | Buildings and improvements | 1,026,710 | | | 926,485 | |
Machinery and equipment | Machinery and equipment | 664,727 | | | 601,480 | |
Rental vehicles | Rental vehicles | 86,449 | | | 67,414 | |
Lease right-of-use assets – operating | Lease right-of-use assets – operating | 50,418 | | | 44,407 | |
Lease right-of-use assets – finance | Lease right-of-use assets – finance | 5,704 | | | 6,264 | |
Total cost | Total cost | 1,980,098 | | | 1,788,271 | |
Less accumulated depreciation | (619,954) | | | (530,112) | |
Less: Accumulated depreciation | |
Property, plant and equipment, net | Property, plant and equipment, net | $ | 1,360,144 | | | $ | 1,258,159 | |
See Note 1615 to the Condensed Consolidated Financial Statements for further information regarding the lease right-of-use assets.
8.7. Intangible Assets and Goodwill
The components of amortizableAmortizable intangible assets, net are as follows:
| | | | | January 31, 2024 | |
| | | | April 30, 2023 | | July 31, 2022 |
| | | January 31, 2024 | |
| | | | | Accumulated | | | Accumulated |
| | | Cost | | Amortization | | Cost | | Amortization |
| | | January 31, 2024 | | | July 31, 2023 |
| | | | | Accumulated | | | | | | | Accumulated | | | | Accumulated |
| | | Cost | | | | | Cost | | Amortization | | Cost | | Amortization |
Dealer networks/customer relationships | Dealer networks/customer relationships | | | $ | 1,110,971 | | | $ | 501,309 | | | $ | 1,090,528 | | | $ | 420,623 | |
Trademarks | Trademarks | | | 355,109 | | | 91,588 | | | 351,152 | | | 77,660 | |
Design technology and other intangibles | Design technology and other intangibles | | | 258,196 | | 100,838 | | 253,918 | | 80,465 | Design technology and other intangibles | | | 255,892 | | 118,715 | | 258,868 | | 107,483 |
| Non-compete agreements | Non-compete agreements | | | 1,400 | | 1,108 | | 1,400 | | 758 |
Non-compete agreements | |
Non-compete agreements | | | | 1,400 | | 1,400 | | 1,225 |
Total amortizable intangible assets | Total amortizable intangible assets | | | $ | 1,725,676 | | | $ | 694,843 | | | $ | 1,696,998 | | | $ | 579,506 | |
Estimated future amortization expense is as follows:
| For the remainder of the fiscal year ending July 31, 2023 | $ | 35,335 |
For the fiscal year ending July 31, 2024 | 129,880 |
For the remainder of the fiscal year ending July 31, 2024 | | For the remainder of the fiscal year ending July 31, 2024 | $ | 64,729 |
For the fiscal year ending July 31, 2025 | For the fiscal year ending July 31, 2025 | 117,941 | For the fiscal year ending July 31, 2025 | 117,739 |
For the fiscal year ending July 31, 2026 | For the fiscal year ending July 31, 2026 | 106,639 | For the fiscal year ending July 31, 2026 | 106,480 |
For the fiscal year ending July 31, 2027 | For the fiscal year ending July 31, 2027 | 97,891 | For the fiscal year ending July 31, 2027 | 97,769 |
For the fiscal year ending July 31, 2028 and thereafter | 543,147 |
| $ | 1,030,833 |
For the fiscal year ending July 31, 2028 | | For the fiscal year ending July 31, 2028 | 90,398 |
For the fiscal year ending July 31, 2029 and thereafter | | For the fiscal year ending July 31, 2029 and thereafter | 448,400 |
| $ | | | $ | 925,515 |
Changes in the carrying amount of goodwill by reportable segment for the nine months ended April 30, 2023 are summarized as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| North American Towables | | North American Motorized | | European | | Other | | Total |
Net balance as of August 1, 2022 | $ | 344,975 | | | $ | 53,875 | | | $ | 893,383 | | | $ | 511,918 | | | $ | 1,804,151 | |
Fiscal 2023 activity: | | | | | | | | | |
Goodwill acquired | 4,097 | | | — | | | — | | | — | | | 4,097 | |
Measurement period adjustments | — | | | — | | | — | | | 4,682 | | | 4,682 | |
Foreign currency translation | — | | | — | | | 68,696 | | | — | | | 68,696 | |
Deconsolidation of Roadpass Digital | — | | | — | | | — | | | (84,883) | | | (84,883) | |
Net balance as of April 30, 2023 | $ | 349,072 | | | $ | 53,875 | | | $ | 962,079 | | | $ | 431,717 | | | $ | 1,796,743 | |
Changes in the carrying amount of goodwill by reportable segment for the nine months ended April 30, 2022 are summarized as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| North American Towables | | North American Motorized | | European | | Other | | Total |
Net balance as of August 1, 2021 | $ | 344,975 | | | $ | 53,875 | | | $ | 1,041,697 | | | $ | 122,708 | | | $ | 1,563,255 | |
Fiscal 2022 activity: | | | | | | | | | |
Goodwill acquired | — | | | — | | | — | | | 389,838 | | | 389,838 | |
Measurement period adjustments | — | | | — | | | — | | | 134 | | | 134 | |
Foreign currency translation | — | | | — | | | (118,354) | | | — | | | (118,354) | |
| | | | | | | | | |
Net balance as of April 30, 2022 | $ | 344,975 | | | $ | 53,875 | | | $ | 923,343 | | | $ | 512,680 | | | $ | 1,834,873 | |
9.Changes in the carrying amount of Goodwill by reportable segment for the six months ended January 31, 2024 are summarized as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| North American Towable | | North American Motorized | | European | | Other | | Total |
Net balance as of August 1, 2023 | $ | 337,883 | | | $ | 65,064 | | | $ | 965,758 | | | $ | 431,717 | | | $ | 1,800,422 | |
Fiscal 2024 activity: | | | | | | | | | |
Goodwill acquired | — | | | — | | | — | | | 3,635 | | | 3,635 | |
| | | | | | | | | |
Foreign currency translation | — | | | — | | | (16,296) | | | — | | | (16,296) | |
| | | | | | | | | |
Net balance as of January 31, 2024 | $ | 337,883 | | | $ | 65,064 | | | $ | 949,462 | | | $ | 435,352 | | | $ | 1,787,761 | |
Changes in the carrying amount of Goodwill by reportable segment for the six months ended January 31, 2023 are summarized as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| North American Towable | | North American Motorized | | European | | Other | | Total |
Net balance as of August 1, 2022 | $ | 344,975 | | | $ | 53,875 | | | $ | 893,383 | | | $ | 511,918 | | | $ | 1,804,151 | |
Fiscal 2023 activity: | | | | | | | | | |
Goodwill acquired | 4,097 | | | — | | | — | | | — | | | 4,097 | |
Measurement period adjustments | — | | | — | | | — | | | 4,682 | | | 4,682 | |
Foreign currency translation | — | | | — | | | 55,729 | | | — | | | 55,729 | |
Deconsolidation of Roadpass Digital | — | | | — | | | — | | | (84,883) | | | (84,883) | |
Net balance as of January 31, 2023 | $ | 349,072 | | | $ | 53,875 | | | $ | 949,112 | | | $ | 431,717 | | | $ | 1,783,776 | |
8. Equity Investments
EffectiveAs discussed in Note 8 to the Company’s Consolidated Financial Statements included in the Fiscal 2023 Form 10-K, effective December 30, 2022, the Company entered intoformed a Subscription and Contribution Agreementjoint venture with TechNexus Holdings LLC (“TechNexus”), whereby the Company transferred TH2Connect, LLC d/b/a Roadpass Digital (“Roadpass Digital”) and its associated legal entities to TN-RP Holdings, LLC (“TN-RP”), a new legal entity formed by TechNexus, in a non-cash transaction following which the Company and TechNexus own 100% of the Class A-RP units and Class C-RP units, respectively, issued by TN-RP. The Company also simultaneously entered into an Operating Agreement with TechNexus related to TN-RP whereby TechNexus will manage the day-to-day operations of TN-RP subject to certain protective rights maintained by the Company. The rights and privileges of the Company and TechNexus as unit holders of TN-RP are governed by the terms of the Operating Agreement, which includes provisions for distributions during its existence and at dissolution.
TN-RP is a variable interest entity (“VIE”), in which both the Company and TechNexus each have a variable interest. The Company’s equity interest, which entitles the Company to a share of future distributions from TN-RP, represents a variable interest. TechNexus’s compensation in exchange for its services as manager of TN-RP includes ongoing cash payments and a share of future distributions, both as defined in the Operating Agreement. This compensation represents a variable interest for TechNexus as the Company believes that the total compensation is above market for the effort required to provide the requisite management services. TN-RP is a VIE because it is reliant on the Company for financing cash needs and would not otherwise be able to secure such financing at market terms. The formation of TN-RP and the agreements are intended to allow TN-RP to maximize its efficiency and operating effectiveness under the direct day-to-day management and oversight of TechNexus. TechNexus will manage the operations and have control over key decisions in accordance with the Operating Agreement which provides TechNexus with the authority and power to direct the activities that most significantly affect the economic performance of TN-RP. As such, the Company is not the primary beneficiary of TN-RP.
As a result of the December 30, 2022 agreements and the factors noted above, the Company no longer had a controlling financial interest in Roadpass Digital which resulted in the deconsolidation of Roadpass Digital subsequent to December 30, 2022. The Company’s investment in TN-RP was valued at approximately $105,600 as of the agreement date based on the Discounted Cash Flow Method and Option Pricing Model. This fair value measurement includes significant management judgment, particularly estimates of future cash flows based on revenues and margins that TN-RP is forecasted to generate in the future, terminal value assumptions and discount rates developed using market observable inputs and consideration of risks regarding future performance. Additionally, the Option Pricing Model further utilized estimates related to volatility, incorporating a selection of guideline public companies, and expected time to exit. The Discounted Cash Flow Method and Option Pricing Model both used level 3 inputs as defined by ASC 820.
The derecognition of the Roadpass Digital net assets and recognition of the Company’s investment in TN-RP resulted in an immaterial gain that is included in Other income, net, in the Condensed Consolidated Statements of Income and Comprehensive Income.
As of April 30, 2023, the Company had the following investment and maximum exposure to loss:
| | | | | |
Carrying amount of investment in TN-RP | $ | 105,561 | |
Maximum exposure to loss | $ | 124,381 | |
The maximum exposure above includes the carrying amount of the Company’s investment in TN-RP as of April 30, 2023 plus the Company’s maximum remaining commitment to fund operating cash needs upon request from TechNexus, as operating manager of TN-RP.
The Company has significant influence due to its Class A-RP unit ownership interest, non-majority seats on the TN-RP advisory board and certain protective rights, and therefore the Company’s investment in TN-RP is accounted for under the equity method of accounting and reported as a component of Equity investments in the Condensed Consolidated Balance Sheets beginning after December 30, 2022. In applying the equity method of accounting,Sheets. Similarly, the Company will allocate its shareholds an additional investment that is also a VIE over which the Company has significant influence. This is also reported as a component of earningsEquity investments in the Condensed Consolidated Balance Sheets.
The Company had the following aggregate investment and losses using a hypothetical liquidation at book value method, as the Operating Agreement specifies how earnings and losses aremaximum exposure to be allocated amongst the unit holders. loss related to these VIEs:
| | | | | | | | | | | | | | |
| | January 31, 2024 | | July 31, 2023 |
Carrying amount of investments | | $ | 128,572 | | | $ | 126,909 | |
Maximum exposure to loss | | $ | 145,622 | | | $ | 161,459 | |
The Company’s share of gains and losses accounted for under the equity method of accounting are included in Corporate Other income, net in the Condensed Consolidated Statements of Income and Comprehensive Income. The losses recognized in the three and ninesix months ended April 30,January 31, 2024 were $3,502 and $9,437, respectively, and the amounts recognized in the three and six months ended January 31, 2023 were $4,688 and $6,248, respectively.not material.
10.9. Concentration of Risk
One dealer, FreedomRoads, LLC, accounted for 11%15% of the Company’s consolidated net sales for the three-month period ended April 30, 2023January 31, 2024 and 14% of the Company’s consolidated net sales for the three-month period ended April 30, 2022,January 31, 2023, and accounted for 13% of the Company’s consolidated net sales for the nine-month period ended April 30, 2023 and 14% of the Company’s consolidated net sales for both the nine-month periodsix-month periods ended April 30, 2022.January 31, 2024 and January 31, 2023. The majority of the sales to this dealer are reported within the North American TowablesTowable and North American Motorized segments. This dealer also accounted for 15%17% of the Company’s consolidated trade accounts receivable at April 30, 2023January 31, 2024 and 10%13% at July 31, 2022.2023. The loss of this dealer could have a material effect on the Company’s business.
11.10. Fair Value Measurements
The financial assets and liabilities that are accounted for at fair value on a recurring basis at April 30, 2023January 31, 2024 and July 31, 20222023 are as follows:
| | Input Level | | April 30, 2023 | | July 31, 2022 |
| Input Level | | | Input Level | | January 31, 2024 | | July 31, 2023 |
Cash equivalents | Cash equivalents | Level 1 | | $ | 171,289 | | $ | — | Cash equivalents | Level 1 | | $ | 194,454 | | $ | 286,984 |
Deferred compensation plan mutual fund assets | Deferred compensation plan mutual fund assets | Level 1 | | $ | 39,391 | | $ | 42,312 | Deferred compensation plan mutual fund assets | Level 1 | | $ | 42,042 | | $ | 40,220 |
Equity investments | Equity investments | Level 1 | | $ | 7,581 | | $ | — | Equity investments | Level 1 | | $ | 704 | | $ | 4,105 |
Foreign currency forward contract asset | Level 2 | | $ | 256 | | $ | — |
| Foreign currency forward contract liability | |
Foreign currency forward contract liability | |
Foreign currency forward contract liability | Foreign currency forward contract liability | Level 2 | | $ | — | | $ | 80 | Level 2 | | $ | 399 | | $ | — |
| Interest rate swap liability, net | Level 2 | | $ | 539 | | $ | 227 |
Interest rate swap liability | |
Interest rate swap liability | |
Interest rate swap liability | | Level 2 | | $ | 1,110 | | $ | 932 |
|
Cash equivalents represent investments in short-term money market instruments that are direct obligations of the U.S. Treasury and/or repurchase agreements backed by U.S. Treasury obligations. These investments are reported as a component of Cash and cash equivalents in the Condensed Consolidated Balance Sheets.
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.plan, which are reported within Other assets in the Condensed Consolidated Balance Sheets. Additional plan investments in corporate-owned life insurance are recorded at their cash surrender value, not fair value, and therefore are not included above.
Equity investments represent certain stock investments that are publicly traded in an active market.market and are reported within Other assets in the Condensed Consolidated Balance Sheets.
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.
12. Product WarrantiesThe 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 April 30, | | Nine Months Ended April 30, |
| 2023 | | 2022 | | 2023 | | 2022 |
| Three Months Ended January 31, | | | Three Months Ended January 31, | | Six Months Ended January 31, |
| 2024 | | | 2024 | | 2023 | | 2024 | | 2023 |
Beginning balance | Beginning balance | $ | 326,665 | | $ | 296,158 | | $ | 317,908 | | $ | 267,620 | Beginning balance | $ | 333,274 | | $ | 325,713 | | $ | 345,197 | | $ | 317,908 |
Provision | Provision | 94,971 | | 90,801 | | 256,752 | | 250,924 | Provision | 66,478 | | 72,356 | | 140,913 | | 161,781 |
Payments | Payments | (82,719) | | (74,496) | | (238,363) | | (212,532) | Payments | (81,355) | | (75,503) | | (165,526) | | (155,644) |
Acquisition | — | | — | | — | | 9,828 |
| Foreign currency translation | |
Foreign currency translation | |
Foreign currency translation | Foreign currency translation | 781 | | (3,086) | | 3,401 | | (6,463) | 1,217 | | 4,099 | | (970) | | 2,620 |
| Ending balance | Ending balance | $ | 339,698 | | $ | 309,377 | | $ | 339,698 | | $ | 309,377 |
Ending balance | |
Ending balance | | $ | 319,614 | | $ | 326,665 | | $ | 319,614 | | $ | 326,665 |
12. Long-Term Debt
The components of long-term debt are as follows:
| | April 30, 2023 | | July 31, 2022 |
| | January 31, 2024 | | | | January 31, 2024 | | July 31, 2023 |
Term loan | Term loan | | $ | 1,056,242 | | | $ | 1,124,209 | |
Asset-based credit facility | Asset-based credit facility | | 50,000 | | | 100,000 | |
Senior unsecured notes | Senior unsecured notes | | 500,000 | | | 500,000 | |
Unsecured notes | Unsecured notes | | 27,453 | | | 25,495 | |
Other debt | Other debt | | 45,433 | | | 50,207 | |
Gross long-term debt | | 1,679,128 | | | 1,799,911 | |
Total long-term debt | |
Debt issuance costs, net of amortization | Debt issuance costs, net of amortization | | (26,784) | | | (32,482) | |
Total long-term debt, net of debt issuance costs | Total long-term debt, net of debt issuance costs | | 1,652,344 | | | 1,767,429 | |
Less: current portion of long-term debt | | (11,268) | | | (13,190) | |
Less: Current portion of long-term debt | |
Total long-term debt, net, less current portion | Total long-term debt, net, less current portion | | $ | 1,641,076 | | | $ | 1,754,239 | |
As discussed in Note 1213 to the Company’s Consolidated Financial Statements included in the Fiscal 20222023 Form 10-K, the Company is a party to a seven-year term loan (“term loan”) agreement, which consists of both a U.S. Dollar-denominateddollar-denominated term loan tranche and a Euro-denominated term loan tranche, and a $1,000,000 revolving asset-based credit facility (“ABL”). Subject
On November 15, 2023, the Company entered into amendments to earlier termination,both its term loan and ABL agreements to extend maturities and lower the applicable margins used to determine the interest rate on the U.S. dollar-denominated term loan tranche. Pursuant to the term loan maturesamendments, the applicable margin used to determine the interest rate on U.S. dollar-denominated loans was reduced by 0.25% so that the applicable margin for Alternate Base Rate ("ABR")-based loans is 1.75% and 2.75% for Secured Overnight Financing Rate (“SOFR”)-based loans. The SOFR credit spread adjustment applicable to U.S. dollar-denominated SOFR-based loans was eliminated. The applicable margin for Euro-denominated EURIBOR-based loans was unchanged. The maturity date for the term loan was extended from February 1, 2026 to November 15, 2030. Covenants and other material provisions of the term loan agreement remain materially unchanged. Following the amendments, the principal amounts outstanding under the term loan agreement were $450,000 on the U.S. dollar-denominated term loan tranche and 330,000 Euro on the Euro-denominated term loan tranche. Under the provisions of the amended term loan, both the U.S. and Euro tranches require annual principal payments of 1.0% of the new term loan balance, payable quarterly in 0.25% installments starting on May 1, 2024. Pursuant to the ABL matures onamendment, the maturity date for loans under the ABL agreement was extended from September 1, 2026 to November 15, 2028. Maximum availability under the ABL remains at $1,000,000 and there were no borrowings outstanding as of the November 15, 2023 amendment date. The applicable margin, covenants and other material provisions of the ABL remain materially unchanged.
The November 15, 2023 debt amendments noted above were evaluated on a creditor-by-creditor basis pursuant to the requirements in ASC 470-50 related to syndicated loan arrangements. Extinguishment accounting was applied to the creditors that were deemed to have a substantial difference in terms based on an analysis of the present values of cash flows before and after the amendments. As a result of this analysis, the Company recorded expense of $14,741 in the second quarter of fiscal 2024. $7,566 of this $14,741 expense is classified as interest expense in the Company’s Condensed Consolidated Statements of Income and Comprehensive Income and primarily represents extinguishment charges, while the remaining $7,175 is classified as administrative expense and primarily represents third-party costs attributed to the modified loans.In addition, during the second quarter of fiscal 2024 the Company capitalized qualifying financing-related costs of $10,480 related to these amendments which will be amortized over the remaining term of the amended agreements subject to a springing maturity at an earlier date if the maturity date of the Company'sacceleration for early term loan has not been extended or refinanced.principal payments.
As of April 30, 2023,January 31, 2024, the entire outstanding U.S. term loan tranche balance of $571,900$450,000 was subject to a LIBOR-basedSOFR-based rate totaling 8.063%8.083%. The interest rate on $110,175 of that balance, however, was fixed at 5.466% through an interest rate swap, dated March 18, 2019, by swapping the underlying 1-month LIBOR rate for a fixed rate of 2.466% plus a 3.000% interest rate spread. As of July 31, 2022,2023, the entire outstanding U.S. term loan tranche balance of $671,900$271,900 was subject to a LIBOR-basedSOFR-based rate totaling 5.375%, but the interest rate on $273,325 of that balance was fixed at 5.466% through an interest rate swap, dated March 18, 2019.8.433%. The total interest rate on the April 30, 2023January 31, 2024 outstanding Euro term loan tranche balance of $484,342$357,621 was 6.063%6.88%, and the total interest rate on the July 31, 20222023 outstanding Euro term loan tranche of $452,309$486,194 was 3.000%6.625%.
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 April 30, 2023 or 2022.
15
As of April 30, 2023,January 31, 2024, the total weighted-average interest rate on the outstanding ABL borrowings of $50,000$59,604 was 6.121%5.108%. As of July 31, 2022, the total weighted-average interest rate on the2023, there were no outstanding ABL borrowings of $100,000 was 3.048%.borrowings. The Company may, generally at its option, pay any borrowings under the ABL, in whole or in part, at any time and from time to time, without penalty or premium.
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 April 30, 2023January 31, 2024 eligible accounts receivablereceivables and inventory balances, net of amounts drawn, totaled approximately $950,000.$938,000.
As discussed in Note 1213 to the Company’s Consolidated Financial Statements included in the Fiscal 20222023 Form 10-K, 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”) that will mature on October 15, 2029 unless redeemed or repurchased earlier. Interest on the Senior Unsecured Notes is payable in semi-annual installments on April 15 and October 15 of each year.
The unsecured notes of 25,000 Euro ($27,453)27,093) relate to long-term debt of our European segment. There are two series, 20,000 Euro ($21,962)21,674) with an interest rate of 1.945% maturing in March 2025, and 5,000 Euro ($5,491)5,419) with an interest rate of 2.534% maturing in March 2028. Other debt relates primarily to real estate loans with varying maturity dates through September 2032 and interest rates ranging from 2.380%2.38% to 2.870%2.87%.
Total contractual gross debt maturities are as follows:
| For the remainder of the fiscal year ending July 31, 2023 | $ | 3,818 |
For the fiscal year ending July 31, 2024 | 11,142 |
For the remainder of the fiscal year ending July 31, 2024 | | For the remainder of the fiscal year ending July 31, 2024 | $ | 7,532 |
For the fiscal year ending July 31, 2025 | For the fiscal year ending July 31, 2025 | 32,983 | For the fiscal year ending July 31, 2025 | 40,626 |
For the fiscal year ending July 31, 2026 | For the fiscal year ending July 31, 2026 | 1,109,372 | For the fiscal year ending July 31, 2026 | 11,201 |
For the fiscal year ending July 31, 2027 | For the fiscal year ending July 31, 2027 | 2,691 | For the fiscal year ending July 31, 2027 | 10,731 |
For the fiscal year ending July 31, 2028 and thereafter | 519,122 |
| $ | 1,679,128 |
For the fiscal year ending July 31, 2028 | | For the fiscal year ending July 31, 2028 | 16,215 |
For the fiscal year ending July 31, 2029 and thereafter | | For the fiscal year ending July 31, 2029 and thereafter | 1,343,481 |
| $ | | | $ | 1,429,786 |
For the three and ninesix months ended April 30, 2023,January 31, 2024, interest expense on the term loan, ABL, Senior Unsecured Notes and other debt facilities was $24,994$30,548 and $69,237,$53,747, respectively, and interest expense also included thewhich includes amortization of capitalized fees to securedebt issuance costs and the term loan, ABLdebt extinguishment charges noted above totaling $8,992 and Senior Unsecured Notes, which are being amortized over the respective terms of those arrangements, of $2,872 and $8,569,$11,864, respectively. For the three and ninesix months ended April 30, 2022,January 31, 2023, interest expense on the term loan, ABL and other debt facilities was $19,604$26,926 and $58,059,$49,940, respectively, and interest expense also included thewhich includes amortization of capitalized fees to secure the term loan, ABLdebt issuance costs of $2,862 and Senior Unsecured Notes, which are being amortized over the respective terms of those arrangements, of $2,889 and $8,457,$5,697, respectively.
The fair value of the Company’s term-loan debt at April 30, 2023 and July 31, 2022 was $1,058,043 and $1,097,136, respectively, and the fair value of the Company’s Senior Unsecured Notes at April 30, 2023January 31, 2024 and July 31, 20222023 was $408,750$444,950 and $405,000,$430,650, respectively. The fair value of all other debt held by the Company approximates carrying value. The fair values of the Company’s term-loanlong-term debt and Senior Unsecured Notes are primarily estimated using Level 2 inputs as defined by ASC 820, based on quoted prices in markets that are not active. The fair value of other debt held by the Company approximates carrying value.
Subsequent to April 30, 2023, we made principal payments totaling $50,000 to fully pay off the outstanding balance on the asset-based credit facility and paid $85,000 against the principal balance of our U.S. term loan.
14.13. Provision for Income Taxes
The overall effective income tax rate for the three months ended April 30, 2023January 31, 2024 was 23.0%22.7%, and the effective income tax rate for the ninesix months ended April 30, 2023January 31, 2024 was 23.0%24.0%. These rates were both favorably impacted by certain foreign tax rate differences and mix of earnings between foreign and domestic operations which include certain interest income not subject to corporate income tax.
The overall effective income tax rate for the three months ended April 30, 2022January 31, 2023 was 25.2%21.1%, and the effective income tax rate for the ninesix months ended April 30, 2022January 31, 2023 was 23.6%23.0%. These rates were both negativelyfavorably impacted by certain tax provision adjustments that primarily resulted from changes in estimates while completingforeign rate differences and the prior year tax return during the three months ended April 30, 2022. The negative adjustments were partially offset bymix of earnings between foreign and domestic operations which include certain foreigninterest income not subject to corporate income tax. The tax rate for this six-month period includes an unfavorable impact from the vesting of share-based compensation awards.
Within the next 12 months, the Company does not anticipate any material changes in its unrecognized tax benefits recorded as of April 30, 2023.January 31, 2024.
The Company files income tax returns in the U.S. federal jurisdiction and in many U.S. state and foreign jurisdictions. The Company is currently under exam by certain foreign jurisdictions for fiscal years ended 2016 through 2019. For U.S. federal income tax purposes, fiscal years 2019 through 2022 remain open and could be subject to examination. In major state jurisdictions, fiscal years 2019 through 2021 remain open and could be subject to examination. In major foreign jurisdictions, fiscal years 2016 through 2021 remain open and subject to examination.2021. The Company believes it has adequately reserved for its exposure to additional payments for uncertain tax positions in its liability for unrecognized tax benefits.
15.14. Contingent Liabilities, Commitments and Legal Matters
The Company’s total commercial commitments under standby repurchase obligations on global dealer inventory financing were $4,444,812$3,949,915 and $4,308,524$3,893,048 as of April 30, 2023January 31, 2024 and July 31, 2022,2023, 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 $13,701$15,621 and $11,346$12,114 as of April 30, 2023January 31, 2024 and July 31, 2022,2023, 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 ninesix months ended April 30,January 31, 2024 totaled $2,892 and $6,060, respectively, and losses during the three and six months ended January 31, 2023 and April 30, 2022 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 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, management does not believe the ultimate disposition of any current legal proceedings or claims against the Company will 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.
A product recall was issued in late fiscal 2021 related to certain purchased parts utilized in certain of our products, and a reserve to cover anticipated costs was established at that time. Starting in fiscal 2022, the reserve has been adjusted quarterly based on developments involving the recall, including our expectations regarding the extent of vendor reimbursements and the estimated total cost of the recall. The Company has been, and will continue to be, reimbursed for a portion of the costs it will incur related to this recall. In addition, the Company accrued expenses during 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. In fiscal 2023, for bothFor the three and nine-month periodssix months ended April 30, 2023,January 31, 2024, the Company’sCompany recognized income of $4,200 and $14,200, respectively, as a component of selling, general and administrative expense from adjustments related to these matters were not material. Duringmatters. For the three months and six months ended April 30, 2022,January 31, 2023, the Company’s adjustments related to these two matters were not material, and during the nine months ended April 30, 2022, the Company recognized $32,125 of net expense as a component of selling, general and administrative costs related to these two matters.material. Based on current available information, the Company does not believe there will be a material adverse impact to our future results of operations and cash flows due to these matters.
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 and nine-monthsix-month periods ended April 30,January 31, 2024 and January 31, 2023 and April 30, 2022 were as
follows:
| | Three Months Ended April 30, | | Nine Months Ended April 30, |
| 2023 | | 2022 | | 2023 | | 2022 |
| Three Months Ended January 31, | | | Three Months Ended January 31, | | Six Months Ended January 31, |
| 2024 | | | 2024 | | 2023 | | 2024 | | 2023 |
Operating lease cost | Operating lease cost | $ | 7,709 | | | $ | 7,426 | | | $ | 22,172 | | | $ | 20,642 | |
Finance lease cost | Finance lease cost | |
Amortization of right-of-use assets | Amortization of right-of-use assets | 186 | | | 186 | | | 559 | | | 559 | |
Amortization of right-of-use assets | |
Amortization of right-of-use assets | |
Interest on lease liabilities | Interest on lease liabilities | 94 | | | 116 | | | 299 | | | 361 | |
Total lease cost | Total lease cost | $ | 7,989 | | | $ | 7,728 | | | $ | 23,030 | | | $ | 21,562 | |
Other information related to leases was as follows:
| | Nine Months Ended April 30, |
| Six Months Ended January 31, | | | Six Months Ended January 31, |
Supplemental Cash Flows Information | Supplemental Cash Flows Information | 2023 | | 2022 | Supplemental Cash Flows Information | 2024 | | 2023 |
Cash paid for amounts included in the measurement of lease liabilities: | Cash paid for amounts included in the measurement of lease liabilities: | | | |
Operating cash flows from operating leases | Operating cash flows from operating leases | $ | 22,092 | | | $ | 20,632 | |
Operating cash flows from operating leases | |
Operating cash flows from operating leases | |
Right-of-use assets obtained in exchange for lease obligations: | Right-of-use assets obtained in exchange for lease obligations: | |
Operating leases | |
Operating leases | |
Operating leases | Operating leases | $ | 13,388 | | | $ | 18,050 | |
|
| | | | | | | | | | | |
Supplemental Balance Sheet Information | April 30, 2023 | | July 31, 2022 |
Operating leases: | | | |
Operating lease right-of-use assets | $ | 50,418 | | | $ | 44,407 | |
| | | |
Operating lease liabilities: | | | |
Other current liabilities | $ | 11,435 | | | $ | 9,406 | |
Other long-term liabilities | 38,968 | | | 34,830 | |
Total operating lease liabilities | $ | 50,403 | | | $ | 44,236 | |
| | | |
Finance leases: | | | |
Finance lease right-of-use assets | $ | 5,704 | | | $ | 6,264 | |
| | | |
Finance lease liabilities: | | | |
Other current liabilities | $ | 866 | | | $ | 1,215 | |
Other long-term liabilities | 2,920 | | | 3,476 | |
Total finance lease liabilities | $ | 3,786 | | | $ | 4,691 | |
| | | | | | | | | | | |
| April 30, 2023 | | July 31, 2022 |
Weighted-average remaining lease term: | | | |
Operating leases | 9.3 years | | 10.2 years |
Finance leases | 3.9 years | | 4.4 years |
Weighted-average discount rate: | | | |
Operating leases | 4.6 | % | | 3.6 | % |
Finance leases | 9.6 | % | | 9.2 | % |
Future minimum rental payments required under operating and finance leases as of April 30, 2023 were as follows:
| | | | | | | | | | | | | | |
| | Operating Leases | | Finance Leases |
For the remainder of the fiscal year ending July 31, 2023 | | $ | 4,792 | | | $ | 399 | |
For the fiscal year ending July 31, 2024 | | 16,558 | | | 1,059 | |
For the fiscal year ending July 31, 2025 | | 12,723 | | | 1,083 | |
For the fiscal year ending July 31, 2026 | | 8,688 | | | 1,107 | |
For the fiscal year ending July 31, 2027 | | 6,183 | | | 896 | |
For the fiscal year ending July 31, 2028 and thereafter | | 20,390 | | | 58 | |
Total future lease payments | | 69,334 | | | 4,602 | |
Less: amount representing interest | | (18,931) | | | (816) | |
Total reported lease liability | | $ | 50,403 | | | $ | 3,786 | |
| | | | | | | | | | | |
Supplemental Balance Sheet Information | January 31, 2024 | | July 31, 2023 |
Operating leases: | | | |
Operating lease right-of-use assets | $ | 43,741 | | | $ | 47,969 | |
| | | |
Operating lease liabilities: | | | |
Other current liabilities | $ | 10,713 | | | $ | 11,238 | |
Other long-term liabilities | 33,197 | | | 36,775 | |
Total operating lease liabilities | $ | 43,910 | | | $ | 48,013 | |
| | | |
Finance leases: | | | |
Finance lease right-of-use assets | $ | 5,145 | | | $ | 5,518 | |
| | | |
Finance lease liabilities: | | | |
Other current liabilities | $ | 804 | | | $ | 754 | |
Other long-term liabilities | 2,307 | | | 2,722 | |
Total finance lease liabilities | $ | 3,111 | | | $ | 3,476 | |
17. | | | | | | | | | | | |
| January 31, 2024 | | July 31, 2023 |
Weighted-average remaining lease term: | | | |
Operating leases | 9.4 years | | 9.3 years |
Finance leases | 3.3 years | | 3.8 years |
Weighted-average discount rate: | | | |
Operating leases | 4.8 | % | | 4.7 | % |
Finance leases | 9.7 | % | | 9.7 | % |
Future minimum payments required under operating and finance leases as of January 31, 2024 were as follows:
| | | | | | | | | | | | | | |
| | Operating Leases | | Finance Leases |
For the remainder of the fiscal year ending July 31, 2024 | | $ | 8,838 | | | $ | 532 | |
For the fiscal year ending July 31, 2025 | | 13,938 | | | 1,083 | |
For the fiscal year ending July 31, 2026 | | 9,924 | | | 1,107 | |
For the fiscal year ending July 31, 2027 | | 6,707 | | | 896 | |
For the fiscal year ending July 31, 2028 | | 4,309 | | | 59 | |
For the fiscal year ending July 31, 2029 and thereafter | | 16,250 | | | — | |
Total future lease payments | | 59,966 | | | 3,677 | |
Less: Amount representing interest | | (16,056) | | | (566) | |
Total reported lease liability | | $ | 43,910 | | | $ | 3,111 | |
16. Stockholders’ Equity
Stock-based Compensation
Total stock-based compensation expense recognized in the three-month periods ended April 30,January 31, 2024 and January 31, 2023 and April 30, 2022 for stock-based awards totaled $9,672$9,246 and $9,750,$8,543, respectively. Total stock-based compensation expense recognized in the nine-monthsix-month periods ended April 30,January 31, 2024 and January 31, 2023 and April 30, 2022 for stock-based awards totaled $26,607$19,698 and $22,736,$16,935, respectively.
Share Repurchase Program
OnAs discussed in Note 17 to the Company’s Consolidated Financial Statements included in the Fiscal 2023 Form 10-K, on December 21, 2021, the Company’s Board of Directors (“Board”) authorized Company management to utilize up to $250,000 to repurchasepurchase shares of the Company’s common stock through December 21, 2024. On June 24, 2022, the Board authorized Company management to utilize up to an additional $448,321 to repurchase shares of the Company’s common stock through July 31, 2025.
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.
During the three months ended April 30, 2023,January 31, 2024, the Company did not purchase any shares of its common stock. During the six months ended January 31, 2024, the Company purchased 210,799327,876 shares of its common stock, at various times in the open market, at a weighted-average price of $78.75$91.61 and held them as treasury shares at an aggregate purchase price of $16,600, all from the December 21, 2021 authorization. During the nine months ended April 30, 2023, the Company repurchased 549,532 shares of its common stock, at various times in the open market, at a weighted-average price of $76.44 and held them as treasury shares at an aggregate purchase price of $42,007,$30,037, all from the December 21, 2021 authorization. Since the inception of the initial December 21, 2021 authorization, the Company has repurchased 2,493,775purchased 2,821,651 shares of its common stock, at various times in the open market, at a weighted-average price of $83.05$84.05 and held them as treasury shares at an aggregate purchase price of $207,114.$237,151.
As of April 30, 2023,January 31, 2024, the remaining amount of the Company's common stock that may be repurchased under the December 21, 2021 $250,000 authorization expiring on December 21, 2024 is $42,886.$12,849. As of April 30, 2023,January 31, 2024, the remaining amount of the Company’s common stock that may be repurchased under the June 24, 2022 authorization expiring on July 31, 2025 is $448,321. As of April 30, 2023,January 31, 2024, the total remaining amount of the Company’s common stock that may be repurchased under these two authorizations is $491,207.$461,170.
18.17. 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 Recreational Vehicle segment include sales related to accessories and services, new and used vehicle sales at owned dealerships and RV rentals. Performance obligations for all material revenue streams are recognized at a 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 April 30, | | Nine Months Ended April 30, |
| Three Months Ended January 31, | | | Three Months Ended January 31, | | Six Months Ended January 31, |
NET SALES: | NET SALES: | 2023 | | 2022 | | 2023 | | 2022 | NET SALES: | 2024 | | 2023 | | 2024 | | 2023 |
Recreational vehicles | Recreational vehicles | | | | | | | |
North American Towables | |
North American Towable | |
North American Towable | |
North American Towable | |
Travel Trailers | |
Travel Trailers | |
Travel Trailers | Travel Trailers | $ | 679,753 | | | $ | 1,655,846 | | | $ | 2,030,451 | | | $ | 4,316,049 | |
Fifth Wheels | Fifth Wheels | 444,657 | | | 984,291 | | | 1,241,516 | | | 2,550,010 | |
Total North American Towables | 1,124,410 | | | 2,640,137 | | | 3,271,967 | | | 6,866,059 | |
Total North American Towable | |
North American Motorized | North American Motorized | | | | | | | |
Class A | |
Class A | |
Class A | Class A | 238,972 | | | 474,674 | | | 887,678 | | | 1,314,067 | |
Class C | Class C | 390,839 | | | 335,444 | | | 1,216,537 | | | 1,057,015 | |
Class B | Class B | 166,129 | | | 242,927 | | | 553,827 | | | 583,797 | |
Total North American Motorized | Total North American Motorized | 795,940 | | | 1,053,045 | | | 2,658,042 | | | 2,954,879 | |
Total North America | Total North America | 1,920,350 | | | 3,693,182 | | | 5,930,009 | | | 9,820,938 | |
European | European | | | | | | | |
Motorcaravan | |
Motorcaravan | |
Motorcaravan | Motorcaravan | 394,359 | | | 389,914 | | | 901,926 | | | 1,057,039 | |
Campervan | Campervan | 282,415 | | | 150,157 | | | 648,717 | | | 520,778 | |
Caravan | Caravan | 116,412 | | | 114,772 | | | 272,521 | | | 266,605 | |
Other RV-related | Other RV-related | 73,565 | | | 69,159 | | | 194,827 | | | 236,307 | |
Total European | Total European | 866,751 | | | 724,002 | | | 2,017,991 | | | 2,080,729 | |
Total recreational vehicles | Total recreational vehicles | 2,787,101 | | | 4,417,184 | | | 7,948,000 | | | 11,901,667 | |
Other | Other | 201,164 | | | 383,170 | | | 598,671 | | | 935,146 | |
Intercompany eliminations | Intercompany eliminations | (59,445) | | | (142,837) | | | (163,132) | | | (346,054) | |
Total | Total | $ | 2,928,820 | | | $ | 4,657,517 | | | $ | 8,383,539 | | | $ | 12,490,759 | |
19.18. Accumulated Other Comprehensive Income (Loss)
The components of other comprehensive income (loss) (“OCI”) and the changes in the Company’s accumulated other comprehensive income (loss) (“AOCI”) by component were as follows:
| | Three Months Ended April 30, 2023 |
| Foreign Currency Translation Adjustment | | Unrealized Gain (Loss) on Derivatives | | Other | | AOCI, net of tax, Attributable to THOR | | Non-controlling Interests | | Total AOCI |
| | Three Months Ended January 31, 2024 | | | | Three Months Ended January 31, 2024 |
| | Foreign Currency Translation Adjustment | | | | 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 | | $ | (97,996) | | | $ | 818 | | | $ | 1,132 | | | $ | (96,046) | | | $ | (2,614) | | | $ | (98,660) | |
OCI before reclassifications | OCI before reclassifications | | 21,570 | | | 21 | | | — | | | 21,591 | | | 22 | | | 21,613 | |
Income taxes associated with OCI before reclassifications (1) | Income taxes associated with OCI before reclassifications (1) | | — | | | (5) | | | — | | | (5) | | | — | | | (5) | |
Amounts reclassified from AOCI | Amounts reclassified from AOCI | | — | | | (615) | | | — | | | (615) | | | — | | | (615) | |
Income taxes associated with amounts reclassified from AOCI | Income taxes associated with amounts reclassified from AOCI | | — | | | 147 | | | — | | | 147 | | | — | | | 147 | |
OCI, net of tax for the fiscal period | OCI, net of tax for the fiscal period | | 21,570 | | | (452) | | | — | | | 21,118 | | | 22 | | | 21,140 | |
Balance at end of period, net of tax | Balance at end of period, net of tax | | $ | (76,426) | | | $ | 366 | | | $ | 1,132 | | | $ | (74,928) | | | $ | (2,592) | | | $ | (77,520) | |
| | 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 |
| | Three Months Ended January 31, 2023 | |
| | Three Months Ended January 31, 2023 | |
| | Three Months Ended January 31, 2023 | |
| | Foreign Currency Translation Adjustment | | | | 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 | | $ | (50,284) | | | $ | (4,171) | | | $ | (1,248) | | | $ | (55,703) | | | $ | (1,477) | | | $ | (57,180) | |
OCI before reclassifications | 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) | | — | | | (642) | | | — | | | (642) | | | — | | | (642) | |
Amounts reclassified from AOCI | 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 | | — | | | (529) | | | — | | | (529) | | | — | | | (529) | |
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) | |
|
| | Nine Months Ended April 30, 2023 |
| Foreign Currency Translation Adjustment | | Unrealized Gain (Loss) on Derivatives | | Other | | AOCI, net of tax, Attributable to THOR | | Non-controlling Interests | | Total AOCI |
| | Six Months Ended January 31, 2024 | | | | Six Months Ended January 31, 2024 |
| | Foreign Currency Translation Adjustment | | | | 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 | | $ | (183,453) | | | $ | 675 | | | $ | 1,171 | | | $ | (181,607) | | | $ | (2,205) | | | $ | (183,812) | |
OCI before reclassifications | OCI before reclassifications | | 107,027 | | | 966 | | | (39) | | | 107,954 | | | (387) | | | 107,567 | |
Income taxes associated with OCI before reclassifications (1) | Income taxes associated with OCI before reclassifications (1) | | — | | | (232) | | | — | | | (232) | | | — | | | (232) | |
Amounts reclassified from AOCI | Amounts reclassified from AOCI | | — | | | (1,368) | | | — | | | (1,368) | | | — | | | (1,368) | |
Income taxes associated with amounts reclassified from AOCI | Income taxes associated with amounts reclassified from AOCI | | — | | | 325 | | | — | | | 325 | | | — | | | 325 | |
OCI, net of tax for the fiscal period | OCI, net of tax for the fiscal period | | 107,027 | | | (309) | | | (39) | | | 106,679 | | | (387) | | | 106,292 | |
Balance at end of period, net of tax | Balance at end of period, net of tax | | $ | (76,426) | | | $ | 366 | | | $ | 1,132 | | | $ | (74,928) | | | $ | (2,592) | | | $ | (77,520) | |
| | 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 |
| | Six Months Ended January 31, 2023 | |
| | Six Months Ended January 31, 2023 | |
| | Six Months Ended January 31, 2023 | |
| | Foreign Currency Translation Adjustment | | | | 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 | |
OCI before reclassifications | OCI before reclassifications | | (194,962) | | | 3,269 | | | (372) | | | (192,065) | | | (1,089) | | | (193,154) | |
Income taxes associated with OCI before reclassifications (1) | Income taxes associated with OCI before reclassifications (1) | | — | | | (733) | | | — | | | (733) | | | — | | | (733) | |
Amounts reclassified from AOCI | Amounts reclassified from AOCI | | — | | | 7,375 | | | — | | | 7,375 | | | — | | | 7,375 | |
Income taxes associated with amounts reclassified from AOCI | Income taxes associated with amounts reclassified from AOCI | | — | | | (1,807) | | | — | | | (1,807) | | | — | | | (1,807) | |
OCI, net of tax for the fiscal period | 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 | Balance at end of period, net of tax | | $ | (140,810) | | | $ | (551) | | | $ | (1,248) | | | $ | (142,609) | | | $ | (1,861) | | | $ | (144,470) | |
(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.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Unless otherwise indicated, all U.S. Dollar and Euro 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 or ransom 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 suppliers, 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 rates and interest rate fluctuations and their potential impact on the general economy and, specifically, on our profitability and on our independent dealers and consumers;
•the ability to ramp production up or down quickly in response to rapid changes in demand while also managing costs and market share;
•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 (including recent and pending tax-law changes implementing new, widely adopted "Pillar II" tax principles) and/or policy developments including their potential impact on our independent dealers, 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;
•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 and related employee benefits to attract and retain production personnel in times of high demand;
•the loss or reduction of sales to key independent dealers, and stocking level decisions of our independent dealers;
•disruption of the delivery of units to independent dealers or the disruption of delivery of raw materials, including chassis, to our facilities;
•increasing costs for freight and transportation;
•the ability to protect our information technology systems from data breaches, cyber-attacks and/or network disruptions;
•asset impairment charges;
•competition;
•the impact of losses under repurchase agreements;
•the impact of the strength of the U.S. dollar on international demand for products priced in U.S. dollars;
•general economic, market, public health 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, 2022.2023.
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.world based on units sold and revenue. 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 three monthscalendar year ended MarchDecember 31, 2023, THOR’s combined U.S. and Canadian market share was approximately 42.2%41.8% for travel trailers and fifth wheels combined and approximately 47.7%48.7% for motorhomes. In Europe, according to the European Caravan Federation (“ECF”) and based on unit registrations for Europe's original equipment manufacturer (“OEM”) reporting countries, our European market share for the three monthscalendar year ended MarchDecember 31, 2023 was approximately 19.9%20.9% for motorcaravans and campervans combined and approximately 18.0%18.2% 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.
We generally do not finance independent dealers directly, but we do provide repurchase agreements to the independent dealers’ floor plan lenders.
We generally have financed our growth through a combination of internally generated cash flows from operations and, when needed, outside credit facilities. Ongoing supply chain constraints,challenges, particularly chassis constraintsissues within our European operations, have and could continue to impact our business and our consolidated financial results and financial position. In addition, the impact of recentongoing inflation on consumer confidence, which historically has been highly correlated with RV retail sales, and the impact of inflation on the availability of discretionary funds of our end consumers, combined with significantly higher interest rates compared to recent years impacting both our independent dealers and the end consumer, has had a negative impact on demand for our products at both the wholesale and retail levels so far during the first half of fiscal 20232024 and are expected to continue to impact the remainder of calendar year 2023.our fiscal year. These risks to our business are more fully described in Part 1, Item 1A of our Annual Report on Form 10-K for the fiscal year ended July 31, 2022.2023.
Recent Events
Inflation Reduction ActRefinancing of 2022Credit Agreements
The Inflation Reduction Act of 2022 was enacted in August 2022. Among other provisions, this statute provides for a 1% taxOn November 15, 2023, the Company entered into amendments to be imposedboth its term loan and ABL agreements to extend maturities and lower the applicable margins used to determine the interest rate on the fair market valueU.S. dollar-denominated loan tranche. The maturity date for the term loan was extended from February 1, 2026 to November 15, 2030. Covenants and other material provisions of shares repurchased by issuers whose shares are tradedthe term loan agreement remain materially unchanged. Following the amendments, the principal amounts outstanding under the term loan agreement were $450,000 on an established securities market, subjectthe U.S. dollar-denominated term loan tranche and 330,000 Euro on the Euro-denominated term loan tranche. Under the provisions of the amended term loan, both the U.S. and Euro tranches require annual principal payments of 1.0% of the new term loan balance, payable quarterly in 0.25% installments starting on May 1, 2024. Pursuant to certain exceptions. The tax appliesthe ABL amendment, the maturity date for loans under the ABL agreement was extended from September 1, 2026 to repurchases made after December 31, 2022,November 15, 2028. Maximum availability under the ABL remains at $1,000,000 and the applicable margin, covenants and other material provisions of the ABL remain materially unchanged. As a result of these amendments and associated maturity date extensions, the Company believesrecognized total expense of $14,741 in the excise tax on repurchases will not have a material impact on the Company’s Condensed Consolidated Financial Statements.second quarter of fiscal 2024.
Industry Outlook — North America
The Company monitors industry conditions in the North American RV market using a number of resources including its own historical performance tracking and our own internal forecast modeling. The Company also considers monthly wholesale shipment data as reported by the RV Industry Association (“RVIA”), which is typically issued on a one-month lag and represents manufacturers’ North American RV production and delivery to dealers, as well as RVIA’s forecasts which are typically published 3 to 4 times a year.dealers. In addition, we monitor monthly North American actual 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 April 30, 2023January 31, 2024 decreased 16.6%27.6% to approximately 113,00087,800 units, compared to approximately 135,500121,300 units as of April 30, 2022.January 31, 2023. As of April 30, 2023,January 31, 2024, we believe North American dealer inventory levels for most towable products are generally at, or slightly higher than, the levels that dealers are comfortable stocking given the current retail sales levels and associated carrying costs. We believe dealer inventory levels for motorized product lines are generally more closely aligned to dealer’s desired stocking levels as of the end of April 2023, although carrying costs, chassis availability and retail sales activity have been factors considered as the dealers determine their stocking levels. We believe dealers will continue to closely evaluate the unit stocking levels that they will elect to carry in future periods, which may be less than historical unit stocking levels, due to a combination of factors such as retail activity, RV wholesale prices as well as interest rates and other carrying costs.
THOR’s North American RV backlog as of April 30, 2023January 31, 2024 decreased $8,979,517,$1,092,226, or 81.6%36.4%, to $2,020,198$1,908,889 compared to $10,999,715$3,001,115 as of April 30, 2022.January 31, 2023. The decrease in backlog is primarily a result of a reduction in orders from dealers, which we believe is due to lower retail sales and dealer concerns over current interest costs and other carrying costs compared to the current dealer stocking level assessments noted above.prior-year period.
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 |
| Calendar Quarter Ended March 31, | | Increase | | % |
| 2023 | | 2022 | | (Decrease) | | Change |
North American Towable Units | 65,208 | | | 155,687 | | | (90,479) | | | (58.1) | |
North American Motorized Units | 13,392 | | | 15,779 | | | (2,387) | | | (15.1) | |
Total | 78,600 | | | 171,466 | | | (92,866) | | | (54.2) | |
| | | | | | | | | | | | | | | | | | | | | | | |
| U.S. and Canada Wholesale Unit Shipments |
| Calendar Year | | Increase | | % |
| 2023 | | 2022 | | (Decrease) | | Change |
North American Towable units | 267,295 | | | 434,858 | | | (167,563) | | | (38.5) |
North American Motorized units | 45,879 | | | 58,410 | | | (12,531) | | | (21.5) |
Total | 313,174 | | | 493,268 | | | (180,094) | | | (36.5) |
In June 2023,February 2024, RVIA issued a revised forecast for calendar year 20232024 wholesale unit shipments. Under the RVIA’s most likely scenario, towable and motorized unit shipments are projected to be approximately 249,300301,800 units and 47,80048,300 units, respectively, for an annual total of approximately 297,100350,100 units, down 39.8%up 11.8% from the 20222023 calendar year wholesale shipments. The RVIA’s most likely forecast for calendar year 20232024 of 297,100350,100 total units could range from a lower estimate of approximately 287,200334,700 total units to an upper estimate of approximately 307,000365,500 total units.
North American Industry Retail Statistics
We believe that retail demand is the key to the North American RV industry.
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 |
| Calendar Quarter Ended March 31, | | Increase | | % |
| 2023 | | 2022 | | (Decrease) | | Change |
North American Towable Units | 71,201 | | 97,266 | | (26,065) | | | (26.8) | |
North American Motorized Units | 10,680 | | 13,038 | | (2,358) | | | (18.1) | |
Total | 81,881 | | 110,304 | | (28,423) | | | (25.8) | |
| | | | | | | | | | | | | | | | | | | | | | | |
| U.S. and Canada Retail Unit Registrations |
| Calendar Year | | Increase | | % |
| 2023 | | 2022 | | (Decrease) | | Change |
North American Towable units | 334,250 | | 399,815 | | (65,565) | | | (16.4) |
North American Motorized units | 44,955 | | 48,811 | | (3,856) | | | (7.9) |
Total | 379,205 | | 448,626 | | (69,421) | | | (15.5) |
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.
We believe that near-term wholesale demand from our independent dealers will be impacted by anticipated and actual retail demand, unit costs, interest rates and dealers’ desired inventory stocking levels, among other factors, and that near-term North American retail consumer interest remains high due to an ongoing interest in the RV lifestyle. While we anticipate that near-term demand will also be influenced by a number ofmany factors, including consumer confidence and the level of consumer spending on discretionary products, interest rates and the rate of inflation. Wewe believe future retail demand over the longer term will exceed historical, pre-pandemic levels as consumers continue to value 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 nature as well as the potential to get away for short, frequent breaks or longer adventures. We believe that North American retail consumer demand had started to grow even before the COVID-19 pandemic due to an increasing interest in the RV lifestyle and the ability to connect with nature, and then accelerated with the onset of the pandemic, particularly in calendar 2021 and the first half of calendar 2022, which resulted in record retail sales during these periods. We believe the additional exposure to the RV lifestyle during this time will bring new and repeat retail buyers to the market over the longer term. We are also encouraged about the long-term demand given the continued robust web traffic to our websites and independent dealer websites, which in the past has been a positive indicator of future demand for our products.
Company North American Wholesale Statistics
The Company’s North American wholesale RV shipments, for the calendar quartersyears ended MarchDecember 31, 2023 and 2022 to correspond to the North American industry wholesale periods noted above, were as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| U.S. and Canada Wholesale Unit Shipments |
| Calendar Quarter Ended March 31, | | Increase | | % |
| 2023 | | 2022 | | (Decrease) | | Change |
North American Towable Units | 24,707 | | | 68,720 | | | (44,013) | | | (64.0) | |
North American Motorized Units | 5,855 | | | 8,311 | | | (2,456) | | | (29.6) | |
Total | 30,562 | | 77,031 | | (46,469) | | (60.3) | |
| | | | | | | | | | | | | | | | | | | | | | | |
| U.S. and Canada Wholesale Unit Shipments |
| Calendar Year | | Increase | | % |
| 2023 | | 2022 | | (Decrease) | | Change |
North American Towable units | 102,141 | | | 181,645 | | | (79,504) | | | (43.8) |
North American Motorized units | 21,416 | | | 29,643 | | | (8,227) | | | (27.8) |
Total | 123,557 | | 211,288 | | (87,731) | | (41.5) |
Company North American Retail Statistics
Retail statistics of the Company’s North American RV products, as reported by Stat Surveys, for the calendar quartersyears ended MarchDecember 31, 2023 and 2022 to correspond to the North American industry retail periods noted above, were as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| U.S. and Canada Retail Unit Registrations |
| Calendar Quarter Ended March 31, | | Increase | | % |
| 2023 | | 2022 | | (Decrease) | | Change |
North American Towable Units | 29,245 | | | 38,624 | | | (9,379) | | | (24.3) | |
North American Motorized Units | 5,097 | | | 6,591 | | | (1,494) | | | (22.7) | |
Total | 34,342 | | | 45,215 | | | (10,873) | | | (24.0) | |
| | | | | | | | | | | | | | | | | | | | | | | |
| U.S. and Canada Retail Unit Registrations |
| Calendar Year | | Increase | | % |
| 2023 | | 2022 | | (Decrease) | | Change |
North American Towable units | 135,648 | | | 163,575 | | | (27,927) | | | (17.1) |
North American Motorized units | 21,906 | | | 23,633 | | | (1,727) | | | (7.3) |
Total | 157,554 | | | 187,208 | | | (29,654) | | | (15.8) |
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.
North American Outlook
Historically, RV industry sales have been impacted by a number of economic conditions faced by our independentRV dealers, and ultimately retail consumers, such as the rate of unemployment, the rate of inflation, the level of consumer confidence, the disposable income of consumers, interest rates, credit availability, the health of the housing market, tax rates and fuel availability and prices. We believe these factors will continue to affect retail sales in fiscal 2023.2024. In addition, due to inflationary pressures, higher interest rates and other factors, we believe that in fiscal 2023 our independentRV dealers will be continuously reevaluating their desired stocking levels, which may result in lower than historical dealer inventory stocking levels on a unit basis. It is difficult to predict the extent to which any or all of these factors will impact the RV industry or our business in a particular future period, however, we currently believe the remaining quarterremainder of fiscal 2023 and the early portion ofour fiscal 2024 will continue to be negatively impacted by these factors, especially when compared to our strong fiscal 2022 and fiscal 2021 results. The COVID-19 pandemic caused a significant surge in demand for RVs beginning in earnest in fiscal 2021, which, when combined with the supply chain challenges resulting from the pandemic’s disruption of the North American economy, caused a significant increase in our revenues and backlog in calendar 2021. The first half of calendar 2022 saw continued robust wholesale demand as dealers restocked their inventories, in particular with towable products, and we were able to reduce our backlog as we filled outstanding orders. We believe the impact of the factors identified above contributed to the reduced consumer demand in calendar 2022 and calendar 2023, as reflected in the reduced new RV registrations, compared to the record RV registrations in calendar 2021.factors.
Despite the near-term challenges, we remain optimistic about future growth in North American retail sales in the long term, as there are many factors driving product demand.interest. Surveys conducted by THOR, RVIA and others show that Americans of all generations 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 increasingon-going value consumers place on these factors, we expect to see long-term growth in the North American RV industry. The recent multi-year growth in industry-wide RV sales during late 2020 through early 2023 has also resulted in exposing a much wider range of consumers to the RV lifestyle. We believe many of those who have been recently exposed to the industry for the first time will become future owners, and that those who became first-time owners since the onset of the pandemic will become long-term RVers, resulting in future repeat and upgrade sales opportunities. We also believe many consumers are likely to continue altering their future vacation and travel plans, opting for fewer vacations via air travel, cruise ships and hotels, andwhile preferring vacations that RVs are uniquely positioned to provide, allowing consumers the ability to explore or unwind, often close to home. 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 which we believe will continue to affect, our operating results include the costs of commodities, the cost and availability of critical supply components 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,recontenting, 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.
While we have seen improvement in the supply of chassis in North America recently from some, but not all, chassis suppliers, we do not believe the chassis supply chain is fully back to pre-pandemic normalcy. It is currently extremely difficult to predict when or whether future supply chain issues related to chassis or other components used in the production of RVs will arise. Modifying available chassis for certain motorized products to use for other products is not a viable alternative, particularly in the short term, due to engineering requirements. These factors may continue to negatively impact our production schedule and cost structure as we try to balance our production and personnel staffing levels and schedules to the available chassis, often with short notice. The North American recreational vehicle industry has, from time to time in the past, experienced shortages of chassis for various reasons, including component shortages, production delays or other production issues and work stoppages at the chassis manufacturers.
While the North American RV industry has at times faced supply shortages or delivery delays of other, non-chassis raw material components, ourthe supply chain has been resilient enoughis currently able to support our fiscal 2023 demand. If shortages of chassis or other component parts were to become more significant, or if otherany 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 any constraints, and we will continue to identify alternative suppliers where possible.
Industry Outlook — Europe
The Company monitors industry conditions in the European RV market using a number of resources including its own performance tracking and modeling. The Company also considers retail trends in the European RV market as reported by the ECF, whose industry data is reported to the public quarterlyEuropean Caravan Federation (“ECF”) and typically issued on a one-to-two-month lag. Additionally, onits members. On a monthly basis, the Company receives OEM-specificoriginal equipment manufacturer ("OEM")-specific reports fromfor most of the individual member countries that make up the ECF. AsECF through the Caravaning Industrie Verband e.V. (“CIVD”). The timing of these reports are coming directly from the ECF member countries, timing and contentmay vary, but typically the reportsthey are issued on a one-to-two-month lag as well.lag. While most countries provide OEM-specific information, the United Kingdom, which made up 21.2%20.7% and 8.5%8.3% of the caravan and motorcaravan (including campervans) European market for the three monthscalendar year ended MarchDecember 31, 2023, respectively, does not provide OEM-specific information. Industry wholesale shipment data for the European RV market is not available.
Within Europe, over 90% of our sales are made to dealers within 10 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 and other conditions. It is inherently difficult to generalize about the operating conditions within the entire European region. However, independent
Independent dealer inventory of our European RV products as of January 31, 2024 was approximately 24,800 units. Independent RV dealer inventory levels of our European products are generally belowin line with 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 belowalso generally in line with historical norms. Comparable independent dealer inventory unit information was not available as of January 31, 2023.
THOR’s European RV backlog as of April 30, 2023 increased $596,272,January 31, 2024 decreased $309,431, or 20.7%10.1%, to $3,474,324$2,746,307 compared to $2,878,052$3,055,738 as of April 30, 2022,January 31, 2023, primarily due to increased selling prices.improved chassis supply availability as chassis constraints in the prior year resulted in elevated backlogs.
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 |
| Motorcaravan and Campervan (2) | | Caravan |
| Calendar Quarter Ended March 31, | | % | | Calendar Quarter Ended March 31, | | % |
| European Unit Registrations | | | European Unit Registrations |
| Motorcaravan and Campervan (2) | | | Motorcaravan and Campervan (2) | | Caravan |
| Calendar Year | | | Calendar Year | | % | | Calendar Year | | % |
| | 2023 | | 2022 | | Change | | 2023 | | 2022 | | Change | | 2023 | | 2022 | | Change | | 2023 | | 2022 | | Change |
OEM Reporting Countries (1) | OEM Reporting Countries (1) | 33,322 | | | 35,039 | | | (4.9) | | | 11,387 | | | 12,889 | | | (11.7) | | OEM Reporting Countries (1) | 129,269 | | | 130,849 | | 130,849 | | | (1.2) | | (1.2) | | 47,740 | | | 54,565 | | 54,565 | | | (12.5) | | (12.5) |
Non-OEM Reporting Countries (1) | Non-OEM Reporting Countries (1) | 4,318 | | | 4,131 | | | 4.5 | | | 3,814 | | | 4,677 | | | (18.5) | | Non-OEM Reporting Countries (1) | 17,070 | | | 16,955 | | 16,955 | | | 0.7 | | 0.7 | | 16,011 | | | 16,980 | | 16,980 | | | (5.7) | | (5.7) |
Total | Total | 37,640 | | | 39,170 | | | (3.9) | | | 15,201 | | | 17,566 | | | (13.5) | | Total | 146,339 | | | 147,804 | | 147,804 | | | (1.0) | | (1.0) | | 63,751 | | | 71,545 | | 71,545 | | | (10.9) | | (10.9) |
(1)Industry retail registration statistics have been compiled from individual countriescountries' 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. Total European unit registrations are reported quarterly by the 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) |
| Calendar Quarter Ended March 31, | | Increase | | % |
| 2023 | | 2022 | | (Decrease) | | Change |
| European Unit Registrations (1) | | | European Unit Registrations (1) |
| Calendar Year | | | Calendar Year | | Increase | | % |
| 2023 | | | 2023 | | 2022 | | (Decrease) | | Change |
Motorcaravan and Campervan | Motorcaravan and Campervan | 6,634 | | | 7,724 | | | (1,090) | | | (14.1) | |
Caravan | Caravan | 2,045 | | | 2,146 | | | (101) | | | (4.7) | |
Total OEM-Reporting Countries | Total OEM-Reporting Countries | 8,679 | | | 9,870 | | | (1,191) | | | (12.1) | |
(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.
European Outlook
Our European operations offer a full lineup of leisure vehicles including caravans and motorized products including urban vehicles, campervans and small-to-large motorcaravans. Our product offerings are not limited to vehicles only but also include accessories and services, including vehicle rentals. We address European 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 to new and younger consumer segments.
The impact of current macroeconomic factors on our business, including inflation and interest rates, supply chain constraints, environmental and sustainability regulations and geopolitical events, is uncertain. Our outlook for future European RV retail sales depends upon the various economic and regulatory conditions in the respective countries in which we sell our products, and on our ability to manage through supply chain issues that have, and willare expected to continue to, limitimpact the level to which we can increase outputefficiency of our production of our motorized products in the near term. End-customer demand for RVs depends strongly on consumer confidence and availability of discretionary funds.confidence. Factors such as the rate of unemployment, the rate of inflation, private consumption and investments, the level of disposable income of consumers, interest rates, the health of the housing market, tax rates and regulatory restrictions and, more recently,since the pandemic, travel safety considerations all influence retail sales. 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.
Prior to the pandemic, weWe and our independent European dealers marketedmarket our European recreational vehicles through multiple avenues including at numerous RV fairs at the country and regional levels which occurredoccur throughout the calendar year. These fairs have historically been well-attended events that allowedallow 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. Since the start of the pandemic, the protection of the health of our employees, customers and dealers has been our top priority. As a result, we canceled our participation inThe most European trade fairs and major events in calendar 2021 and had limited participation in calendar 2022. We did, however, attend therecent 2023 Caravan Salon show in Dusseldorf in late August/early September 2022 and the CMT Stuttgart show in January 2023. We are also participating in other majorAugust 2023 retail shows. The 2022 Caravan Salon show experienced near recordnear-record attendance, demonstrating the high level of interest in the RV lifestyle despite the current macroeconomic uncertainties facing many consumers. In addition to our attendance at various strategic trade fairs, going forward, 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 approximately 1,100 active independent dealers in Germany and throughout Europe with whom we do business, 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 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,recontenting, material sourcing strategies, efficiency improvements or raising the selling prices for our products by corresponding amounts.
We continue to receive communications from our European chassis suppliers that due to a number of factors, including (1) supply constraints of key components that they require for the manufacturing of chassis, such as semiconductor chips and engines, (2) demand outpacing their current production capacity, (3) operational issues at certain OEMs, and (4) personnel shortages, their production and delivery of chassis in the quantity and sequence of our needs will continue to negatively impact us. Throughout fiscal 2022 and continuing into the third quarter of fiscal 2023, we experienced delays in the receipt of, and significant reductions in the volume of, chassis from our European chassis suppliers, limiting our ability to further increase production of our motorized products. We expect these ongoing challenges to continue through calendar year 2023 and, in particular,While overall chassis supply has improved, we anticipate both continued delays in the receipt of chassis in Europe and disruptions in the sequence of delivery of chassis. As a result, thesechassis to continue through the majority of calendar year 2024. The sequence of chassis supply factors will inhibitinhibits our ability to efficiently and 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.levels. Uncertainties related to changing emission standards may also impact the future availability of chassis used in our production of certain European motorized RVs and could also impact consumer buying patterns.
In Europe, we also continue to experience cost increases, supply shortages and delivery delays of other, non-chassis raw material components which negatively impacted the efficiency of our ability to further ramp up production and sales in the current fiscal year, and which resulted in the continuation of an elevated level of work in process inventory on hand.hand compared to historical norms. We believe these shortages and delays will continue to result in production delays or adjusted production ratesinefficiencies and a continuation of the elevated level of work in process inventory in the near term, which will limit our ability to ramp up production and sales to meet existing demand and will have a negative impact on our European operating results as we balancewell as on our laborconsolidated results due to the negative impact of carrying excess inventory levels and overhead costs to rapidly changingthe negative impact of completing units off the production schedules.line.
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, the overall scope of supply chain constraints within Europe and the engineering requirements required with an alternate component part, particularly the chassis upon which our various units are built has limitedupon, limits the impact of these alternative suppliers on reducing ourany near-term supply constraints.
In addition to potential material supply constraints, labor shortages may also impact our European operations. Currently, we are experiencing a shortage of available skilled workers due to near full employment rates in the European countries where we havethe majority of our manufacturing sites.sites are located.
Three Months Ended April 30, 2023January 31, 2024 Compared to the Three Months Ended April 30, 2022January 31, 2023
| NET SALES: | NET SALES: | Three Months Ended April 30, 2023 | | Three Months Ended April 30, 2022 | | Change Amount | | % Change | NET SALES: | Three Months Ended January 31, 2024 | | | | Three Months Ended January 31, 2023 | | | | Change Amount | | % Change |
Recreational vehicles | Recreational vehicles | | | | | | | |
North American Towables | $ | 1,124,410 | | | $ | 2,640,137 | | | $ | (1,515,727) | | | (57.4) |
North American Towable | |
North American Towable | |
North American Towable | | $ | 730,968 | | | | | $ | 829,751 | | | | | $ | (98,783) | | | (11.9) |
North American Motorized | North American Motorized | 795,940 | | | 1,053,045 | | | (257,105) | | | (24.4) | North American Motorized | 570,424 | | | | | 738,583 | | | | 738,583 | | | | | (168,159) | | | | (168,159) | | | (22.8) | | (22.8) |
Total North America | Total North America | 1,920,350 | | | 3,693,182 | | | (1,772,832) | | | (48.0) | Total North America | 1,301,392 | | | | | 1,568,334 | | | | 1,568,334 | | | | | (266,942) | | | | (266,942) | | | (17.0) | | (17.0) |
European | European | 866,751 | | | 724,002 | | | 142,749 | | | 19.7 | European | 782,294 | | | | | 646,938 | | | | 646,938 | | | | | 135,356 | | | | 135,356 | | | 20.9 | | 20.9 |
Total recreational vehicles | Total recreational vehicles | 2,787,101 | | | 4,417,184 | | | (1,630,083) | | | (36.9) | Total recreational vehicles | 2,083,686 | | | | | 2,215,272 | | | | 2,215,272 | | | | | (131,586) | | | | (131,586) | | | (5.9) | | (5.9) |
Other | Other | 201,164 | | | 383,170 | | | (182,006) | | | (47.5) | Other | 166,534 | | | | | 164,859 | | | | 164,859 | | | | | 1,675 | | | | 1,675 | | | 1.0 | | 1.0 |
Intercompany eliminations | Intercompany eliminations | (59,445) | | | (142,837) | | | 83,392 | | | 58.4 | Intercompany eliminations | (42,851) | | | | | (33,496) | | | | (33,496) | | | | | (9,355) | | | | (9,355) | | | (27.9) | | (27.9) |
Total | Total | $ | 2,928,820 | | | $ | 4,657,517 | | | $ | (1,728,697) | | | (37.1) | Total | $ | 2,207,369 | | | | | $ | | | | $ | 2,346,635 | | | | | $ | | | | $ | (139,266) | | | (5.9) | | (5.9) |
| # OF UNITS: | # OF UNITS: | |
Recreational vehicles | Recreational vehicles | |
North American Towables | 29,716 | | | 69,550 | | | (39,834) | | | (57.3) |
Recreational vehicles | |
Recreational vehicles | |
North American Towable | |
North American Towable | |
North American Towable | | 21,958 | | | | | 19,934 | | | | | 2,024 | | | 10.2 |
North American Motorized | North American Motorized | 6,203 | | | 7,873 | | | (1,670) | | | (21.2) | North American Motorized | 4,438 | | | | | 5,438 | | | | 5,438 | | | | | (1,000) | | | | (1,000) | | | (18.4) | | (18.4) |
Total North America | Total North America | 35,919 | | | 77,423 | | | (41,504) | | | (53.6) | Total North America | 26,396 | | | | | 25,372 | | | | 25,372 | | | | | 1,024 | | | | 1,024 | | | 4.0 | | 4.0 |
European | European | 15,593 | | | 16,001 | | | (408) | | | (2.5) | European | 13,080 | | | | | 12,588 | | | | 12,588 | | | | | 492 | | | | 492 | | | 3.9 | | 3.9 |
Total | Total | 51,512 | | | 93,424 | | | (41,912) | | | (44.9) | Total | 39,476 | | | | | 37,960 | | | | 37,960 | | | | | 1,516 | | | | 1,516 | | | 4.0 | | 4.0 |
| GROSS PROFIT: | GROSS PROFIT: | | % of Segment Net Sales | | % of Segment Net Sales | | Change Amount | | % Change | GROSS PROFIT: | | | % of Segment Net Sales | | | | % of Segment Net Sales | | Change Amount | | % Change |
Recreational vehicles | Recreational vehicles | | | | | | | | |
North American Towables | $ | 143,988 | | | 12.8 | | $ | 453,907 | | | 17.2 | | $ | (309,919) | | | (68.3) |
North American Towable | |
North American Towable | |
North American Towable | | $ | 53,897 | | | 7.4 | | $ | 52,863 | | | 6.4 | | $ | 1,034 | | | 2.0 |
North American Motorized | North American Motorized | 93,307 | | | 11.7 | | 173,904 | | | 16.5 | | (80,597) | | | (46.3) | North American Motorized | 60,721 | | | 10.6 | | 10.6 | | 107,212 | | | 14.5 | | 14.5 | | (46,491) | | | (43.4) | | (43.4) |
Total North America | Total North America | 237,295 | | | 12.4 | | 627,811 | | | 17.0 | | (390,516) | | | (62.2) | Total North America | 114,618 | | | 8.8 | | 8.8 | | 160,075 | | | 10.2 | | 10.2 | | (45,457) | | | (28.4) | | (28.4) |
European | European | 151,780 | | | 17.5 | | 99,845 | | | 13.8 | | 51,935 | | | 52.0 | European | 119,325 | | | 15.3 | | 15.3 | | 91,430 | | | 14.1 | | 14.1 | | 27,895 | | | 30.5 | | 30.5 |
Total recreational vehicles | Total recreational vehicles | 389,075 | | | 14.0 | | 727,656 | | | 16.5 | | (338,581) | | | (46.5) | Total recreational vehicles | 233,943 | | | 11.2 | | 11.2 | | 251,505 | | | 11.4 | | 11.4 | | (17,562) | | | (7.0) | | (7.0) |
Other, net | Other, net | 43,562 | | | 21.7 | | 79,789 | | | 20.8 | | (36,227) | | | (45.4) | Other, net | 36,904 | | | 22.2 | | 22.2 | | 31,430 | | | 19.1 | | 19.1 | | 5,474 | | | 17.4 | | 17.4 |
Total | Total | $ | 432,637 | | | 14.8 | | $ | 807,445 | | | 17.3 | | $ | (374,808) | | | (46.4) | Total | $ | 270,847 | | | 12.3 | | 12.3 | | $ | 282,935 | | | 12.1 | | 12.1 | | $ | (12,088) | | | (4.3) | | (4.3) |
| SELLING, GENERAL AND ADMINISTRATIVE EXPENSES: | SELLING, GENERAL AND ADMINISTRATIVE EXPENSES: | |
Recreational vehicles | Recreational vehicles | |
North American Towables | $ | 60,180 | | | 5.4 | | $ | 118,913 | | | 4.5 | | $ | (58,733) | | | (49.4) |
Recreational vehicles | |
Recreational vehicles | |
North American Towable | |
North American Towable | |
North American Towable | | $ | 56,006 | | | 7.7 | | $ | 53,955 | | | 6.5 | | $ | 2,051 | | | 3.8 |
North American Motorized | North American Motorized | 41,880 | | | 5.3 | | 54,800 | | | 5.2 | | (12,920) | | | (23.6) | North American Motorized | 30,792 | | | 5.4 | | 5.4 | | 42,418 | | | 5.7 | | 5.7 | | (11,626) | | | (27.4) | | (27.4) |
Total North America | Total North America | 102,060 | | | 5.3 | | 173,713 | | | 4.7 | | (71,653) | | | (41.2) | Total North America | 86,798 | | | 6.7 | | 6.7 | | 96,373 | | | 6.1 | | 6.1 | | (9,575) | | | (9.9) | | (9.9) |
European | European | 65,065 | | | 7.5 | | 62,590 | | | 8.6 | | 2,475 | | | 4.0 | European | 69,263 | | | 8.9 | | 8.9 | | 64,981 | | | 10.0 | | 10.0 | | 4,282 | | | 6.6 | | 6.6 |
Total recreational vehicles | Total recreational vehicles | 167,125 | | | 6.0 | | 236,303 | | | 5.3 | | (69,178) | | | (29.3) | Total recreational vehicles | 156,061 | | | 7.5 | | 7.5 | | 161,354 | | | 7.3 | | 7.3 | | (5,293) | | | (3.3) | | (3.3) |
Other | Other | 15,217 | | | 7.6 | | 22,537 | | | 5.9 | | (7,320) | | | (32.5) | Other | 19,049 | | | 11.4 | | 11.4 | | 16,293 | | | 9.9 | | 9.9 | | 2,756 | | | 16.9 | | 16.9 |
Corporate | Corporate | 27,702 | | | — | | 22,836 | | | — | | 4,866 | | | 21.3 | Corporate | 45,015 | | | — | | — | | 31,096 | | | — | | — | | 13,919 | | | 44.8 | | 44.8 |
Total | Total | $ | 210,044 | | | 7.2 | | $ | 281,676 | | | 6.0 | | $ | (71,632) | | | (25.4) | Total | $ | 220,125 | | | 10.0 | | 10.0 | | $ | 208,743 | | | 8.9 | | 8.9 | | $ | 11,382 | | | 5.5 | | 5.5 |
| INCOME (LOSS) BEFORE INCOME TAXES: | INCOME (LOSS) BEFORE INCOME TAXES: | Three Months Ended April 30, 2023 | | % of Segment Net Sales | | Three Months Ended April 30, 2022 | | % of Segment Net Sales | | Change Amount | | % Change | INCOME (LOSS) BEFORE INCOME TAXES: | Three Months Ended January 31, 2024 | | % of Segment Net Sales | | Three Months Ended January 31, 2023 | | % of Segment Net Sales | | Change Amount | | % Change |
Recreational vehicles | Recreational vehicles | | | | | | | | | | | |
North American Towables | $ | 77,583 | | | 6.9 | | $ | 326,697 | | | 12.4 | | $ | (249,114) | | | (76.3) |
North American Towable | |
North American Towable | |
North American Towable | | $ | 661 | | | 0.1 | | $ | (7,119) | | | (0.9) | | $ | 7,780 | | | 109.3 |
North American Motorized | North American Motorized | 48,186 | | | 6.1 | | 116,293 | | | 11.0 | | (68,107) | | | (58.6) | North American Motorized | 26,460 | | | 4.6 | | 4.6 | | 61,544 | | | 8.3 | | 8.3 | | (35,084) | | | (57.0) | | (57.0) |
Total North America | Total North America | 125,769 | | | 6.5 | | 442,990 | | | 12.0 | | (317,221) | | | (71.6) | Total North America | 27,121 | | | 2.1 | | 2.1 | | 54,425 | | | 3.5 | | 3.5 | | (27,304) | | | (50.2) | | (50.2) |
European | European | 72,401 | | | 8.4 | | 20,559 | | | 2.8 | | 51,842 | | | 252.2 | European | 38,057 | | | 4.9 | | 4.9 | | 12,015 | | | 1.9 | | 1.9 | | 26,042 | | | 216.7 | | 216.7 |
Total recreational vehicles | Total recreational vehicles | 198,170 | | | 7.1 | | 463,549 | | | 10.5 | | (265,379) | | | (57.2) | Total recreational vehicles | 65,178 | | | 3.1 | | 3.1 | | 66,440 | | | 3.0 | | 3.0 | | (1,262) | | | (1.9) | | (1.9) |
Other, net | Other, net | 16,970 | | | 8.4 | | 46,910 | | | 12.2 | | (29,940) | | | (63.8) | Other, net | 7,343 | | | 4.4 | | 4.4 | | 8,289 | | | 5.0 | | 5.0 | | (946) | | | (11.4) | | (11.4) |
Corporate | Corporate | (59,689) | | | — | | (48,052) | | | — | | (11,637) | | | (24.2) | Corporate | (65,627) | | | — | | — | | (42,011) | | | — | | — | | (23,616) | | | (56.2) | | (56.2) |
Total | Total | $ | 155,451 | | | 5.3 | | $ | 462,407 | | | 9.9 | | $ | (306,956) | | | (66.4) | Total | $ | 6,894 | | | 0.3 | | 0.3 | | $ | 32,718 | | | 1.4 | | 1.4 | | $ | (25,824) | | | (78.9) | | (78.9) |
| ORDER BACKLOG: | ORDER BACKLOG: | As of April 30, 2023 | | As of April 30, 2022 | | Change Amount | | % Change | ORDER BACKLOG: | As of January 31, 2024 | | As of January 31, 2023 | | Change Amount | | % Change |
Recreational vehicles | Recreational vehicles | | | | | | | |
North American Towables | $ | 757,127 | | | $ | 6,899,675 | | | $ | (6,142,548) | | | (89.0) |
North American Towable | |
North American Towable | |
North American Towable | | $ | 836,202 | | | $ | 1,152,991 | | | $ | (316,789) | | | (27.5) |
North American Motorized | North American Motorized | 1,263,071 | | | 4,100,040 | | | (2,836,969) | | | (69.2) | North American Motorized | 1,072,687 | | | 1,848,124 | | 1,848,124 | | | (775,437) | | (775,437) | | | (42.0) | | (42.0) |
Total North America | Total North America | 2,020,198 | | | 10,999,715 | | | (8,979,517) | | | (81.6) | Total North America | 1,908,889 | | | 3,001,115 | | 3,001,115 | | | (1,092,226) | | (1,092,226) | | | (36.4) | | (36.4) |
European | European | 3,474,324 | | | 2,878,052 | | | 596,272 | | | 20.7 | European | 2,746,307 | | | 3,055,738 | | 3,055,738 | | | (309,431) | | (309,431) | | | (10.1) | | (10.1) |
Total | Total | $ | 5,494,522 | | | $ | 13,877,767 | | | $ | (8,383,245) | | | (60.4) | Total | $ | 4,655,196 | | | $ | | $ | 6,056,853 | | | $ | | $ | (1,401,657) | | | (23.1) | | (23.1) |
CONSOLIDATED
Consolidated net sales for the three months ended April 30, 2023January 31, 2024 decreased $1,728,697,$139,266, or 37.1%5.9%, compared to the three months ended April 30, 2022.January 31, 2023. The decrease in consolidated net sales is primarily due to lower dealer and consumer demand in comparison to the prior-year period, primarily in the North American Towables segment.RV markets. Approximately 29.6%35.4% of the Company’s consolidated net sales for the quarter ended April 30, 2023January 31, 2024 were transacted in a currency other than the U.S. dollar. The Company’s most material exchange rate exposure is sales in Euros. The decrease in consolidated net sales includes a decreasean increase of $19,794$26,558 from the change in currency exchange rates between the two 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 April 30, 2023January 31, 2024 decreased $374,808,$12,088, or 46.4%4.3%, compared to the three months ended April 30, 2022.January 31, 2023. Consolidated gross profit was 14.8%12.3% of consolidated net sales for the three months ended April 30, 2023January 31, 2024 and 17.3%12.1% for the three months ended April 30, 2022.January 31, 2023. The decreasesdecrease in consolidated gross profit and the consolidated gross profit percentage were bothwas primarily due to the impact of the decrease in consolidated net sales while the slight increase in the consolidated gross profit percentage is due to the favorable impacts of selling price increases, stable material costs and cost-saving initiatives in the current-year periodquarter compared to the prior-year period.quarter.
Selling, general and administrative expenses for the three months ended April 30, 2023 decreased $71,632,January 31, 2024 increased $11,382, or 25.4%5.5%, compared to the three months ended April 30, 2022,January 31, 2023, primarily due to third-party fees of $7,175 related to the 37.1% decreasedebt refinancing in consolidated net sales.the second quarter of fiscal 2024 as discussed in Note 12 to the Condensed Consolidated Financial Statements.
The decrease of $306,956,$25,824, or 66.4%78.9%, in income before income taxes for the three months ended April 30, 2023January 31, 2024 as compared to the three months ended April 30, 2022January 31, 2023 was primarily driven by the decrease in consolidated net sales and the decreaseincrease in the consolidated gross profit percentageselling, general and administrative expenses noted above.
The overall effective income tax rate for the three months ended April 30, 2023January 31, 2024 was 23.0%22.7% compared with 25.2%21.1% for the three months ended April 30, 2022.January 31, 2023. The primary reason for the decrease inincrease relates to the overall effectivejurisdictional mix of pre-tax income tax rate was certain unfavorable tax provision adjustments that primarily resulted from changes in estimates while completingbetween foreign and domestic operations between the prior-year tax return that were made during the three months ended April 30, 2022.comparable periods.
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.
The $4,866 increase in Corporate costs included in consolidated selling, general and administrative expenseexpenses increased $13,919 for the three months ended April 30, 2023January 31, 2024 compared to the three months ended April 30, 2022 primarily relates toJanuary 31, 2023. This increase includes an increase of $7,990 in legal and professional fees, including the debt financing-related third-party fees of $7,175 discussed above. This increase also includes an increase in deferred compensation expense of $8,810$5,231 due to market value fluctuations between the two periods, an increase in innovation-led research and development costs of $2,578 and an increase in stock-based and other compensation of $1,015. These increases were partially offset by a decrease$4,200 of income from adjustments made during the quarter related to certain legal and recall matters as discussed in incentive compensation of $1,970 dueNote 14 to the decrease in income before income taxes compared to the prior-year period, and costs recorded at Corporate related to our standby repurchase obligations decreased by $1,900 due to a decrease in dealer inventory levels in the current-year period as compared to a large increase in dealer inventory levels in the prior-year period.Condensed Consolidated Financial Statements.
The $6,771 increase in netNet expense in Corporate interest and other income and expense increased $9,697 for the three months ended April 30, 2023January 31, 2024 compared to the three months ended April 30, 2022 includesJanuary 31, 2023. This net expense increase included an increase in net interest expense and fees of $3,382$1,336 on our debt, primarily due to extinguishment charges of $7,566 related to the refinancing of our debt facilities as discussed in Note 12 to the Condensed Consolidated Financial Statements more than offsetting increased interest income received from higher average cash balances held and higher interest income rates comparedand lower debt interest expense primarily due to the prior-year period, and a nominal non-cash foreign currency gain on certain Euro-denominated loans in the current-year period as compared to a $6,770 gain in the prior-year period.lower average debt balances outstanding. In addition, the current-year period included a non-cash foreign currency loss of $2,627 on certain Euro-denominated loans as compared to a $6,923 gain in the prior-year period. The current-year period also included operating losses of $4,688$3,502 related to our Roadpass Digital joint venture as discussed in Note 98 to the Condensed Consolidated Financial Statements. These increases were partially offset by a favorable change of $8,642$5,156 in the fair value of the Company's deferred compensation plan assets due to market fluctuations between the two periods.
Segment Reporting
NORTH AMERICAN TOWABLE RECREATIONAL VEHICLES
Analysis of the change in net sales for the three months ended April 30, 2023January 31, 2024 compared to the three months ended April 30, 2022:January 31, 2023:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended April 30, 2023 | | % of Segment Net Sales | | Three Months Ended April 30, 2022 | | % of Segment Net Sales | | Change Amount | | % Change |
NET SALES: | | | | | | | | | | | |
North American Towables | | | | | | | | | | | |
Travel Trailers | $ | 679,753 | | | 60.5 | | | $ | 1,655,846 | | | 62.7 | | | $ | (976,093) | | | (58.9) |
Fifth Wheels | 444,657 | | | 39.5 | | | 984,291 | | | 37.3 | | | (539,634) | | | (54.8) |
Total North American Towables | $ | 1,124,410 | | | 100.0 | | | $ | 2,640,137 | | | 100.0 | | | $ | (1,515,727) | | | (57.4) |
| | | | | | | | | | | |
| Three Months Ended April 30, 2023 | | % of Segment Shipments | | Three Months Ended April 30, 2022 | | % of Segment Shipments | | Change Amount | | % Change |
# OF UNITS: | | | | | | | | | | | |
North American Towables | | | | | | | | | | | |
Travel Trailers | 22,257 | | | 74.9 | | | 55,660 | | | 80.0 | | | (33,403) | | | (60.0) |
Fifth Wheels | 7,459 | | | 25.1 | | | 13,890 | | | 20.0 | | | (6,431) | | | (46.3) |
Total North American Towables | 29,716 | | | 100.0 | | | 69,550 | | | 100.0 | | | (39,834) | | | (57.3) |
| | | | | | | | | | | |
IMPACT OF CHANGE IN PRODUCT MIX AND PRICE ON NET SALES: | | | | % Change |
North American Towables | | | | |
Travel Trailers | | | | 1.1 |
Fifth Wheels | | | | (8.5) |
Total North American Towables | | | | (0.1) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended January 31, 2024 | | % of Segment Net Sales | | Three Months Ended January 31, 2023 | | % of Segment Net Sales | | Change Amount | | % Change |
NET SALES: | | | | | | | | | | | |
North American Towable | | | | | | | | | | | |
Travel Trailers | $ | 471,483 | | | 64.5 | | | $ | 527,829 | | | 63.6 | | | $ | (56,346) | | | (10.7) |
Fifth Wheels | 259,485 | | | 35.5 | | | 301,922 | | | 36.4 | | | (42,437) | | | (14.1) |
Total North American Towable | $ | 730,968 | | | 100.0 | | | $ | 829,751 | | | 100.0 | | | $ | (98,783) | | | (11.9) |
| | | | | | | | | | | |
| Three Months Ended January 31, 2024 | | % of Segment Shipments | | Three Months Ended January 31, 2023 | | % of Segment Shipments | | Change Amount | | % Change |
# OF UNITS: | | | | | | | | | | | |
North American Towable | | | | | | | | | | | |
Travel Trailers | 17,652 | | | 80.4 | | | 15,494 | | | 77.7 | | | 2,158 | | | 13.9 |
Fifth Wheels | 4,306 | | | 19.6 | | | 4,440 | | | 22.3 | | | (134) | | | (3.0) |
Total North American Towable | 21,958 | | | 100.0 | | | 19,934 | | | 100.0 | | | 2,024 | | | 10.2 |
| | | | | | | | | | | |
IMPACT OF CHANGE IN PRODUCT MIX AND PRICE ON NET SALES: | | | | % Change |
North American Towable | | | | |
Travel Trailers | | | | (24.6) |
Fifth Wheels | | | | (11.1) |
Total North American Towable | | | | (22.1) |
The decrease in total North American towablesTowable net sales of 57.4%11.9% compared to the prior-year quarter resulted from a 57.3% decrease10.2% increase in unit shipments and a 0.1%22.1% decrease in the overall net price per unit due to the combined impact of changes in price and product mix which included selling price increases since the prior year being offset by increased sales discounts.and price. The decreaseincrease in unit shipments is primarily due to a softening in current dealer and consumerthe heightened demand in comparison withfor the unusually strong third-quarter demand inlower cost travel trailers units, which increased 13.9% over the prior-year quarter, which included independent dealers restocking their towable lot inventory levels.quarter. According to statistics published by RVIA, for the three months ended April 30, 2023,January 31, 2024, combined North American travel trailer and fifth wheel wholesale unit shipments decreased 53.1%increased 12.9% compared to the same period last year. According to the most recently published statistics from Stat Surveys, for the three months ended MarchDecember 31, 2023 and 2022, our North American market share for travel trailers and fifth wheels combined was 42.2%39.7% and 40.7%41.2%, 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 modest increasedecreases in the overall net price per unit within both the travel trailer product line of 1.1% is primarily due to the favorable impacts of selling price increases24.6% and product mix changes compared to the prior-year period being mostly offset by increased sales discounts. The decrease in the overall net price per unit within the fifth wheel product line of 8.5% was11.1% were primarily due to the combined impact of sales price reductions due to lower input costs, higher sales discounting levels.levels and product mix changes trending toward more moderately-priced units as compared to the prior-year quarter.
North American towablesTowable cost of products sold decreased $1,205,808$99,817 to $980,422,$677,071, or 87.2%92.6% of North American towablesTowable net sales, for the three months ended April 30, 2023January 31, 2024 compared to $2,186,230,$776,888, or 82.8%93.6% of North American towablesTowable net sales, for the three months ended April 30, 2022. The changesJanuary 31, 2023. Changes in material, labor, freight-out and warranty costs comprised $1,166,857$91,773 of the $1,205,808$99,817 decrease in cost of products sold. Material, labor, freight-out and warranty costs as a combined percentage of North American towablesTowable net sales increaseddecreased to 79.8%82.2% for the three months ended April 30, 2023January 31, 2024 compared to 78.2%83.5% for the three months ended April 30, 2022,January 31, 2023, primarily as a result of increases in the warranty and direct labor percentages compareddue to the prior-year period, partially offset by a decrease in the material costcosts percentage due tofrom the combined favorable impacts of cost-saving initiatives and product mix changes, net selling price increases and cost saving initiatives exceedingchanges. This decrease was partially offset by an increase in the impact of increased sales discounts. labor percentage primarily due to product mix changes.
Total manufacturing overhead decreased $38,951$8,044 in correlation with the decrease in sales but increased as a percentage of North American towablesTowable net sales from 4.6%10.1% to 7.4%10.4% as the significantly decreased net sales levels resulted in higher overhead costs per unit sold.
The decreaseincrease in North American towablesTowable gross profit of $309,919$1,034 for the three months ended April 30, 2023January 31, 2024 compared to the three months ended April 30, 2022January 31, 2023 was driven primarily bydue to the decrease in net sales andbeing more than offset by the decrease infavorable impact of the gross profit percentage is due to the increasedecrease in the cost of products sold percentage noted above.
The decreaseincrease in North American towablesTowable selling, general and administrative expenses of $58,733$2,051 for the three months ended April 30, 2023January 31, 2024 compared to the three months ended April 30, 2022January 31, 2023 is primarily due to increases in costs related to our repurchase obligations of $2,085 and legal and professional fees of $1,845, partially offset by the decrease in North American towablesTowable net sales and income before income taxes which causedcausing related commissions, incentive and other compensation to decrease by $61,045.$1,538. The increase in the overall selling, general and administrative expense as a percentage of North American towableTowable net sales is primarily due to the decrease in net sales.
The decreaseincrease in North American towablesTowable income before income taxes of $77,583, or 6.9% of North American towables net sales$7,780 for the three months ended April 30, 2023January 31, 2024 compared to incomethe loss before income taxes of $326,697, or 12.4% of North American towables net sales for the three months ended April 30, 2022January 31, 2023 was primarily attributable to lower amortization costs and larger gains on the decreasesales of fixed assets in North American towables net sales, and the primary reasons for the decrease in percentage were the increases in both the cost of products sold and selling, general and administrative expense percentages noted above.current-year quarter.
NORTH AMERICAN MOTORIZED RECREATIONAL VEHICLES
Analysis of the change in net sales for the three months ended April 30, 2023January 31, 2024 compared to the three months ended April 30, 2022:January 31, 2023:
| | Three Months Ended April 30, 2023 | | % of Segment Net Sales | | Three Months Ended April 30, 2022 | | % of Segment Net Sales | | Change Amount | | % Change |
| Three Months Ended January 31, 2024 | | | Three Months Ended January 31, 2024 | | % of Segment Net Sales | | Three Months Ended January 31, 2023 | | % of Segment Net Sales | | Change Amount | | % Change |
NET SALES: | NET SALES: | | | | | | | | | | | |
North American Motorized | North American Motorized | |
North American Motorized | |
North American Motorized | |
Class A | |
Class A | |
Class A | Class A | $ | 238,972 | | | 30.0 | | | $ | 474,674 | | | 45.1 | | | $ | (235,702) | | | (49.7) | $ | 178,308 | | | 31.3 | | 31.3 | | | $ | | $ | 244,128 | | | 33.1 | | 33.1 | | | $ | | $ | (65,820) | | | (27.0) | | (27.0) |
Class C | Class C | 390,839 | | | 49.1 | | | 335,444 | | | 31.9 | | | 55,395 | | | 16.5 | Class C | 275,632 | | | 48.3 | | 48.3 | | | 334,911 | | 334,911 | | | 45.3 | | 45.3 | | | (59,279) | | (59,279) | | | (17.7) | | (17.7) |
Class B | Class B | 166,129 | | | 20.9 | | | 242,927 | | | 23.0 | | | (76,798) | | | (31.6) | Class B | 116,484 | | | 20.4 | | 20.4 | | | 159,544 | | 159,544 | | | 21.6 | | 21.6 | | | (43,060) | | (43,060) | | | (27.0) | | (27.0) |
Total North American Motorized | Total North American Motorized | $ | 795,940 | | | 100.0 | | | $ | 1,053,045 | | | 100.0 | | | $ | (257,105) | | | (24.4) | Total North American Motorized | $ | 570,424 | | | 100.0 | | 100.0 | | | $ | | $ | 738,583 | | | 100.0 | | 100.0 | | | $ | | $ | (168,159) | | | (22.8) | | (22.8) |
| | Three Months Ended April 30, 2023 | | % of Segment Shipments | | Three Months Ended April 30, 2022 | | % of Segment Shipments | | Change Amount | | % Change |
| Three Months Ended January 31, 2024 | |
| Three Months Ended January 31, 2024 | |
| Three Months Ended January 31, 2024 | | | % of Segment Shipments | | Three Months Ended January 31, 2023 | | % of Segment Shipments | | Change Amount | | % Change |
# OF UNITS: | # OF UNITS: | | | | | | | | | | | |
North American Motorized | North American Motorized | |
North American Motorized | |
North American Motorized | |
Class A | |
Class A | |
Class A | Class A | 1,206 | | | 19.4 | | | 2,463 | | | 31.3 | | | (1,257) | | | (51.0) | 875 | | | 19.7 | | 19.7 | | | 1,194 | | 1,194 | | | 22.0 | | 22.0 | | | (319) | | (319) | | | (26.7) | | (26.7) |
Class C | Class C | 3,563 | | | 57.4 | | | 3,131 | | | 39.8 | | | 432 | | | 13.8 | Class C | 2,539 | | | 57.2 | | 57.2 | | | 2,935 | | 2,935 | | | 54.0 | | 54.0 | | | (396) | | (396) | | | (13.5) | | (13.5) |
Class B | Class B | 1,434 | | | 23.2 | | | 2,279 | | | 28.9 | | | (845) | | | (37.1) | Class B | 1,024 | | | 23.1 | | 23.1 | | | 1,309 | | 1,309 | | | 24.0 | | 24.0 | | | (285) | | (285) | | | (21.8) | | (21.8) |
Total North American Motorized | Total North American Motorized | 6,203 | | | 100.0 | | | 7,873 | | | 100.0 | | | (1,670) | | | (21.2) | Total North American Motorized | 4,438 | | | 100.0 | | 100.0 | | | 5,438 | | 5,438 | | | 100.0 | | 100.0 | | | (1,000) | | (1,000) | | | (18.4) | | (18.4) |
| 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: | |
IMPACT OF CHANGE IN PRODUCT MIX AND PRICE ON NET SALES: | | | | | % Change |
North American Motorized | North American Motorized | | |
Class A | |
Class A | |
Class A | Class A | | 1.3 | | | | | | | | | | | (0.3) |
Class C | Class C | | 2.7 | Class C | | | | | | | | | | | (4.2) |
Class B | Class B | | 5.5 | Class B | | | | | | | | | | | (5.2) |
Total North American Motorized | Total North American Motorized | | (3.2) | Total North American Motorized | | | | | | | | | | | (4.4) |
The decrease in total North American motorizedMotorized net sales of 24.4%22.8% compared to the prior-year quarter resulted from a 21.2%18.4% decrease in unit shipments and a 3.2%4.4% decrease in the overall net price per unit due to the combined impact of changes in product mix and price, and mix. The 3.2% decrease in the overall net price per unit, in spite of the increase in net price per unit within each product category, is due to the higher combined concentration of the more moderately priced Class B and Class C units in the current-year periodwhich included elevated sales discounts compared to the more expensive Class A units.prior-year quarter. The decrease in unit shipments is primarily due to a softening in current dealer and consumer demand in comparison with the demand in the prior-year quarter, which included independent dealer restocking of certain motorized products. According to statistics published by RVIA, for the three months ended April 30, 2023,January 31, 2024, combined North American motorhome wholesale unit shipments decreased 15.6%15.8% compared to the same period last year. According to the most recently published statistics from Stat Surveys, for the three months ended MarchDecember 31, 2023 and 2022, our North American market share for motorhomes was 47.7% and 50.6%, respectively.47.3% for both periods. 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 increasesdecreases in the overall net price per unit within the Class A product line of 1.3% and0.3%, the Class C product line of 2.7% were primarily due to net selling price increases since the prior-year period to offset higher material4.2% and other input costs, partially offset by increased discounting. The increase in the overall net price per unit within the Class B product line of 5.5% is5.2% were all primarily due to net selling price increaseshigher discounting levels since the prior-year periodquarter, and a higher concentration of sales of higher-priced Class B products inconsumers trending toward more moderately-priced units compared to the current-year period.prior-year quarter.
North American motorizedMotorized cost of products sold decreased $176,508$121,668 to $702,633,$509,703, or 88.3%89.4% of North American motorizedMotorized net sales, for the three months ended April 30, 2023January 31, 2024 compared to $879,141,$631,371, or 83.5%85.5% of North American motorizedMotorized net sales, for the three months ended April 30, 2022.January 31, 2023. The changes in material, labor, freight-out and warranty costs comprised $171,316$114,854 of the $176,508$121,668 decrease primarily due to the decreased net sales volume. Material, labor, freight-out and warranty costs as a combined percentage of North American motorizedMotorized net sales increased to 82.5%82.3% for the three months ended April 30, 2023January 31, 2024 compared to 78.6%79.1% for the three months ended April 30, 2022,January 31, 2023, with the increase due to an increase in the material cost percentage, primarily due to higher sales discounts,discounting, which effectively decreases net selling prices and an increase incorrespondingly increases the warrantymaterial cost percentage. percentage, as well as increased chassis costs.
Total manufacturing overhead decreased $5,192$6,814 in correlation with the net sales decrease but increased as a percentage of North American motorizedMotorized net sales from 4.9%6.4% to 5.8%7.1% as the decrease in net sales levels resulted in higher overhead costs per unit sold.
The decrease in North American motorizedMotorized gross profit of $80,597$46,491 for the three months ended April 30, 2023January 31, 2024 compared to the three months ended April 30, 2022January 31, 2023 was driven by the decrease in net sales, and the decrease in the gross profit percentage is due to the increase in the cost of products sold percentage noted above.
The decrease in North American motorizedMotorized selling, general and administrative expenses of $12,920$11,626 for the three months ended April 30, 2023January 31, 2024 compared to the three months ended April 30, 2022January 31, 2023 was primarily due to the decrease in North American motorizedMotorized net sales and income before income taxes, which caused related commissions, incentive and other compensation to decrease by $15,275.$10,228. The increasedecrease in commissions, incentive and other compensation also drove the slight decrease in the overall selling, general and administrative expense as a percentage of North American motorized net sales is primarily due to the decrease inMotorized net sales.
The decrease in North American motorizedMotorized income before income taxes of $68,107$35,084 for the three months ended April 30, 2023January 31, 2024 compared to the three months ended April 30, 2022January 31, 2023 was primarily due to the decrease in North American motorizedMotorized net sales, and the primary reasonsreason for the decrease in percentage werewas the increasesincrease in both the cost of products sold and selling, general and administrative expense percentagespercentage noted above.
EUROPEAN RECREATIONAL VEHICLES
Analysis of the change in net sales for the three months ended April 30, 2023January 31, 2024 compared to the three months ended April 30, 2022:January 31, 2023:
| | Three Months Ended April 30, 2023 | | % of Segment Net Sales | | Three Months Ended April 30, 2022 | | % of Segment Net Sales | | Change Amount | | % Change |
| Three Months Ended January 31, 2024 | | | Three Months Ended January 31, 2024 | | % of Segment Net Sales | | Three Months Ended January 31, 2023 | | % of Segment Net Sales | | Change Amount | | % Change |
NET SALES: | NET SALES: | | | | | | | | | | | |
European | European | |
European | |
European | |
Motorcaravan | |
Motorcaravan | |
Motorcaravan | Motorcaravan | $ | 394,359 | | | 45.5 | | | $ | 389,914 | | | 53.9 | | | $ | 4,445 | | | 1.1 | $ | 424,813 | | | 54.3 | | 54.3 | | | $ | | $ | 267,782 | | | 41.4 | | 41.4 | | | $ | | $ | 157,031 | | | 58.6 | | 58.6 |
Campervan | Campervan | 282,415 | | | 32.6 | | | 150,157 | | | 20.7 | | | 132,258 | | | 88.1 | Campervan | 244,724 | | | 31.3 | | 31.3 | | | 227,136 | | 227,136 | | | 35.1 | | 35.1 | | | 17,588 | | 17,588 | | | 7.7 | | 7.7 |
Caravan | Caravan | 116,412 | | | 13.4 | | | 114,772 | | | 15.9 | | | 1,640 | | | 1.4 | Caravan | 51,087 | | | 6.5 | | 6.5 | | | 94,494 | | 94,494 | | | 14.6 | | 14.6 | | | (43,407) | | (43,407) | | | (45.9) | | (45.9) |
Other | Other | 73,565 | | | 8.5 | | | 69,159 | | | 9.5 | | | 4,406 | | | 6.4 | Other | 61,670 | | | 7.9 | | 7.9 | | | 57,526 | | 57,526 | | | 8.9 | | 8.9 | | | 4,144 | | 4,144 | | | 7.2 | | 7.2 |
Total European | Total European | $ | 866,751 | | | 100.0 | | | $ | 724,002 | | | 100.0 | | | $ | 142,749 | | | 19.7 | Total European | $ | 782,294 | | | 100.0 | | 100.0 | | | $ | | $ | 646,938 | | | 100.0 | | 100.0 | | | $ | | $ | 135,356 | | | 20.9 | | 20.9 |
| | Three Months Ended April 30, 2023 | | % of Segment Shipments | | Three Months Ended April 30, 2022 | | % of Segment Shipments | | Change Amount | | % Change |
| Three Months Ended January 31, 2024 | |
| Three Months Ended January 31, 2024 | |
| Three Months Ended January 31, 2024 | | | % of Segment Shipments | | Three Months Ended January 31, 2023 | | % of Segment Shipments | | Change Amount | | % Change |
# OF UNITS: | # OF UNITS: | | | | | | | | | | | |
European | European | |
European | |
European | |
Motorcaravan | |
Motorcaravan | |
Motorcaravan | Motorcaravan | 5,339 | | | 34.2 | | | 6,368 | | | 39.8 | | | (1,029) | | | (16.2) | 5,563 | | | 42.5 | | 42.5 | | | 3,632 | | 3,632 | | | 28.9 | | 28.9 | | | 1,931 | | 1,931 | | | 53.2 | | 53.2 |
Campervan | Campervan | 5,694 | | | 36.5 | | | 4,171 | | | 26.1 | | | 1,523 | | | 36.5 | Campervan | 5,382 | | | 41.1 | | 41.1 | | | 4,826 | | 4,826 | | | 38.3 | | 38.3 | | | 556 | | 556 | | | 11.5 | | 11.5 |
Caravan | Caravan | 4,560 | | | 29.3 | | | 5,462 | | | 34.1 | | | (902) | | | (16.5) | Caravan | 2,135 | | | 16.4 | | 16.4 | | | 4,130 | | 4,130 | | | 32.8 | | 32.8 | | | (1,995) | | (1,995) | | | (48.3) | | (48.3) |
Total European | Total European | 15,593 | | | 100.0 | | | 16,001 | | | 100.0 | | | (408) | | | (2.5) | Total European | 13,080 | | | 100.0 | | 100.0 | | | 12,588 | | 12,588 | | | 100.0 | | 100.0 | | | 492 | | 492 | | | 3.9 | | 3.9 |
| | |
| 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 % | |
| | Foreign Currency % | |
| | Foreign Currency % | | | Mix and Price % | | % Change |
| European | European | |
European | |
European | |
Motorcaravan | |
Motorcaravan | |
Motorcaravan | Motorcaravan | | (2.7) | | 20.0 | | 17.3 | | 4.1 | | 1.3 | | 5.4 |
Campervan | Campervan | | (2.7) | | 54.3 | | 51.6 | Campervan | | 4.1 | | (7.9) | | (3.8) |
Caravan | Caravan | | (2.7) | | 20.6 | | 17.9 | Caravan | | 4.1 | | (1.7) | | 2.4 |
Total European | Total European | | (2.7) | | 24.9 | | 22.2 | Total European | | 4.1 | | 12.9 | | 17.0 |
The increase in total European recreational vehicleRecreational Vehicle net sales of 19.7%20.9% compared to the prior-year quarter resulted from a 2.5% decrease3.9% increase in unit shipments and a 22.2%17.0% increase in the overall net price per unit due to the total combined impact of changes in foreign currency, product mix and price. The increase in European recreational vehicleRecreational Vehicle net sales of $142,749$135,356 includes a decreasean increase of $19,794,$26,558, or 2.7%4.1%, due to the decreaseincrease in foreign exchange rates since the prior-year period.quarter.
The overall net price per unit increase of 22.2%17.0% includes a 2.7% decrease4.1% increase due to the impact of foreign currency exchange rate changes and a 24.9%12.9% increase due to the combined impact of product mix and selling price increasesprices, primarily due to offset increased materialthe much higher concentration of Motorcaravan sales in the current-year quarter due to improved chassis supply and fewer other input costs.component constraints in the current-year quarter.
The constant-currency increasesincrease in the overall net price per unit within the Motorcaravan product line of 20.0% and within the Caravan product line of 20.6% were1.3% was primarily due to the impact of selling price increases and product mix changes. The constant-currency decreases in the overall net price per unit within the Campervan product line constant-currency increase of 54.3% includes7.9% and the impactCaravan product line of selling price increases and1.7% are primarily due to product mix changes inand increased sales discounting. In addition, to the current-year period includingquarter included a much higher concentration of Campervan units with a purchased chassis that is included in the sales price as opposed to units with a customer-supplied chassis that is not included in the unit sales price as opposed to a purchased chassis that is included in the unit sales price.
European recreational vehicleRecreational Vehicle cost of products sold increased $90,814$107,461 to $714,971,$662,969, or 82.5%84.7% of European recreational vehicleRecreational Vehicle net sales, for the three months ended April 30, 2023January 31, 2024 compared to $624,157,$555,508, or 86.2%85.9% of European recreational vehicleRecreational Vehicle net sales, for the three months ended April 30, 2022. The changesJanuary 31, 2023. Changes in material, labor, freight-out and warranty costs comprised $75,701$92,861 of the $90,814 increase primarily due to the increased Campervan net sales volume.$107,461 increase. Material, labor, freight-out and warranty costs as a combined percentage of European recreational vehicleRecreational Vehicle net sales decreased to 73.0%73.6% for the three months ended April 30, 2023January 31, 2024 compared to 76.9%74.8% for the three months ended April 30, 2022,January 31, 2023, with the decrease primarily due to a decrease in the material cost percentage due to net selling price increases and product mix changes. The labor cost percentage also improved. Total manufacturing overhead increased $15,113$14,600 with the increase in net sales and increased slightlybut remained constant as a percentage of European recreational vehicleRecreational Vehicle net sales from 9.3% to 9.5%at 11.1%.
European recreational vehicleRecreational Vehicle gross profit increased $51,935$27,895 for the three months ended April 30, 2023January 31, 2024 compared to the three months ended April 30, 2022January 31, 2023 primarily due to the increase 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 vehicleRecreational Vehicle selling, general and administrative expenses increased $2,475$4,282 for the three months ended April 30, 2023January 31, 2024 compared to the three months ended April 30, 2022January 31, 2023 primarily due to the increase in sales-related travel, advertising and promotional costs of $2,019 in correlation with the increase in European recreational vehicleRecreational Vehicle net sales and income before income taxes, which caused related commissions, incentive and other compensation to increase by $1,770.sales. The decrease in the overall selling, general and administrative expense as a percentage of European recreational vehicleRecreational Vehicle net sales is primarily due to the increase in European Recreational Vehicle net sales noted above.
The increase in European recreational vehicleRecreational Vehicle income before income taxes was $72,401, or approximately 8.4% of European recreational vehicle net sales,$26,042 for the three months ended April 30, 2023January 31, 2024 compared to income before income taxes of $20,559, or 2.8% of European recreational vehicle net sales, for the three months ended April 30, 2022.January 31, 2023 was primarily due to the increase in European Recreational Vehicle net sales. The primary reasonreasons for the increase in income before income taxes waspercentage were the increasedecreases in European recreational vehicle net sales and the improvements inboth the cost of products sold and selling, general and administrative expense percentages noted above.
Amortization expense was also 0.4% lower as a percentage of sales primarily due to the increase in European Recreational Vehicle net sales.
NineSix Months Ended April 30, 2023January 31, 2024 Compared to the NineSix Months Ended April 30, 2022January 31, 2023
| NET SALES: | NET SALES: | Nine Months Ended April 30, 2023 | | Nine Months Ended April 30, 2022 | | Change Amount | | % Change | NET SALES: | Six Months Ended January 31, 2024 | | | | Six Months Ended January 31, 2023 | | | | Change Amount | | % Change |
Recreational vehicles | Recreational vehicles | | | | | | | |
North American Towables | $ | 3,271,967 | | | $ | 6,866,059 | | | $ | (3,594,092) | | | (52.3) |
North American Towable | |
North American Towable | |
North American Towable | | $ | 1,676,422 | | | | | $ | 2,147,557 | | | | | $ | (471,135) | | | (21.9) |
North American Motorized | North American Motorized | 2,658,042 | | | 2,954,879 | | | (296,837) | | | (10.0) | North American Motorized | 1,281,583 | | | | | 1,862,102 | | | | 1,862,102 | | | | | (580,519) | | | | (580,519) | | | (31.2) | | (31.2) |
Total North America | Total North America | 5,930,009 | | | 9,820,938 | | | (3,890,929) | | | (39.6) | Total North America | 2,958,005 | | | | | 4,009,659 | | | | 4,009,659 | | | | | (1,051,654) | | | | (1,051,654) | | | (26.2) | | (26.2) |
European | European | 2,017,991 | | | 2,080,729 | | | (62,738) | | | (3.0) | European | 1,490,495 | | | | | 1,151,240 | | | | 1,151,240 | | | | | 339,255 | | | | 339,255 | | | 29.5 | | 29.5 |
Total recreational vehicles | Total recreational vehicles | 7,948,000 | | | 11,901,667 | | | (3,953,667) | | | (33.2) | Total recreational vehicles | 4,448,500 | | | | | 5,160,899 | | | | 5,160,899 | | | | | (712,399) | | | | (712,399) | | | (13.8) | | (13.8) |
Other | Other | 598,671 | | | 935,146 | | | (336,475) | | | (36.0) | Other | 365,455 | | | | | 397,507 | | | | 397,507 | | | | | (32,052) | | | | (32,052) | | | (8.1) | | (8.1) |
Intercompany eliminations | Intercompany eliminations | (163,132) | | | (346,054) | | | 182,922 | | | 52.9 | Intercompany eliminations | (105,827) | | | | | (103,687) | | | | (103,687) | | | | | (2,140) | | | | (2,140) | | | (2.1) | | (2.1) |
Total | Total | $ | 8,383,539 | | | $ | 12,490,759 | | | $ | (4,107,220) | | | (32.9) | Total | $ | 4,708,128 | | | | | $ | | | | $ | 5,454,719 | | | | | $ | | | | $ | (746,591) | | | (13.7) | | (13.7) |
| # OF UNITS: | # OF UNITS: | |
Recreational vehicles | Recreational vehicles | |
North American Towables | 81,941 | | | 194,231 | | | (112,290) | | | (57.8) |
Recreational vehicles | |
Recreational vehicles | |
North American Towable | |
North American Towable | |
North American Towable | | 50,065 | | | | | 52,225 | | | | | (2,160) | | | (4.1) |
North American Motorized | North American Motorized | 19,791 | | | 22,589 | | | (2,798) | | | (12.4) | North American Motorized | 10,020 | | | | | 13,588 | | | | 13,588 | | | | | (3,568) | | | | (3,568) | | | (26.3) | | (26.3) |
Total North America | Total North America | 101,732 | | | 216,820 | | | (115,088) | | | (53.1) | Total North America | 60,085 | | | | | 65,813 | | | | 65,813 | | | | | (5,728) | | | | (5,728) | | | (8.7) | | (8.7) |
European | European | 38,131 | | | 43,189 | | | (5,058) | | | (11.7) | European | 24,972 | | | | | 22,538 | | | | 22,538 | | | | | 2,434 | | | | 2,434 | | | 10.8 | | 10.8 |
Total | Total | 139,863 | | | 260,009 | | | (120,146) | | | (46.2) | Total | 85,057 | | | | | 88,351 | | | | 88,351 | | | | | (3,294) | | | | (3,294) | | | (3.7) | | (3.7) |
| GROSS PROFIT: | GROSS PROFIT: | | % of Segment Net Sales | | % of Segment Net Sales | | Change Amount | | % Change | GROSS PROFIT: | | | % of Segment Net Sales | | | | % of Segment Net Sales | | Change Amount | | % Change |
Recreational vehicles | Recreational vehicles | | | | | | | | |
North American Towables | $ | 392,717 | | | 12.0 | | $ | 1,239,162 | | | 18.0 | | $ | (846,445) | | | (68.3) |
North American Towable | |
North American Towable | |
North American Towable | | $ | 171,908 | | | 10.3 | | $ | 248,729 | | | 11.6 | | $ | (76,821) | | | (30.9) |
North American Motorized | North American Motorized | 386,254 | | | 14.5 | | 469,906 | | | 15.9 | | (83,652) | | | (17.8) | North American Motorized | 140,113 | | | 10.9 | | 10.9 | | 292,947 | | | 15.7 | | 15.7 | | (152,834) | | | (52.2) | | (52.2) |
Total North America | Total North America | 778,971 | | | 13.1 | | 1,709,068 | | | 17.4 | | (930,097) | | | (54.4) | Total North America | 312,021 | | | 10.5 | | 10.5 | | 541,676 | | | 13.5 | | 13.5 | | (229,655) | | | (42.4) | | (42.4) |
European | European | 312,075 | | | 15.5 | | 257,418 | | | 12.4 | | 54,657 | | | 21.2 | European | 242,153 | | | 16.2 | | 16.2 | | 160,295 | | | 13.9 | | 13.9 | | 81,858 | | | 51.1 | | 51.1 |
Total recreational vehicles | Total recreational vehicles | 1,091,046 | | | 13.7 | | 1,966,486 | | | 16.5 | | (875,440) | | | (44.5) | Total recreational vehicles | 554,174 | | | 12.5 | | 12.5 | | 701,971 | | | 13.6 | | 13.6 | | (147,797) | | | (21.1) | | (21.1) |
Other, net | Other, net | 111,002 | | | 18.5 | | 171,657 | | | 18.4 | | (60,655) | | | (35.3) | Other, net | 74,605 | | | 20.4 | | 20.4 | | 67,440 | | | 17.0 | | 17.0 | | 7,165 | | | 10.6 | | 10.6 |
Total | Total | $ | 1,202,048 | | | 14.3 | | $ | 2,138,143 | | | 17.1 | | $ | (936,095) | | | (43.8) | Total | $ | 628,779 | | | 13.4 | | 13.4 | | $ | 769,411 | | | 14.1 | | 14.1 | | $ | (140,632) | | | (18.3) | | (18.3) |
| SELLING, GENERAL AND ADMINISTRATIVE EXPENSES: | SELLING, GENERAL AND ADMINISTRATIVE EXPENSES: | |
Recreational vehicles | Recreational vehicles | |
North American Towables | $ | 192,181 | | | 5.9 | | $ | 345,778 | | | 5.0 | | $ | (153,597) | | | (44.4) |
Recreational vehicles | |
Recreational vehicles | |
North American Towable | |
North American Towable | |
North American Towable | | $ | 119,822 | | | 7.1 | | $ | 132,001 | | | 6.1 | | $ | (12,179) | | | (9.2) |
North American Motorized | North American Motorized | 142,475 | | | 5.4 | | 152,535 | | | 5.2 | | (10,060) | | | (6.6) | North American Motorized | 69,267 | | | 5.4 | | 5.4 | | 100,595 | | | 5.4 | | 5.4 | | (31,328) | | | (31.1) | | (31.1) |
Total North America | Total North America | 334,656 | | | 5.6 | | 498,313 | | | 5.1 | | (163,657) | | | (32.8) | Total North America | 189,089 | | | 6.4 | | 6.4 | | 232,596 | | | 5.8 | | 5.8 | | (43,507) | | | (18.7) | | (18.7) |
European | European | 192,942 | | | 9.6 | | 193,170 | | | 9.3 | | (228) | | | (0.1) | European | 148,952 | | | 10.0 | | 10.0 | | 127,877 | | | 11.1 | | 11.1 | | 21,075 | | | 16.5 | | 16.5 |
Total recreational vehicles | Total recreational vehicles | 527,598 | | | 6.6 | | 691,483 | | | 5.8 | | (163,885) | | | (23.7) | Total recreational vehicles | 338,041 | | | 7.6 | | 7.6 | | 360,473 | | | 7.0 | | 7.0 | | (22,432) | | | (6.2) | | (6.2) |
Other | Other | 50,592 | | | 8.5 | | 55,982 | | | 6.0 | | (5,390) | | | (9.6) | Other | 36,818 | | | 10.1 | | 10.1 | | 35,375 | | | 8.9 | | 8.9 | | 1,443 | | | 4.1 | | 4.1 |
Corporate | Corporate | 82,221 | | | — | | 97,544 | | | — | | (15,323) | | | (15.7) | Corporate | 63,162 | | | — | | — | | 54,519 | | | — | | — | | 8,643 | | | 15.9 | | 15.9 |
Total | Total | $ | 660,411 | | | 7.9 | | $ | 845,009 | | | 6.8 | | $ | (184,598) | | | (21.8) | Total | $ | 438,021 | | | 9.3 | | 9.3 | | $ | 450,367 | | | 8.3 | | 8.3 | | $ | (12,346) | | | (2.7) | | (2.7) |
| INCOME (LOSS) BEFORE INCOME TAXES: | INCOME (LOSS) BEFORE INCOME TAXES: | Nine Months Ended April 30, 2023 | | % of Segment Net Sales | | Nine Months Ended April 30, 2022 | | % of Segment Net Sales | | Change Amount | | % Change | INCOME (LOSS) BEFORE INCOME TAXES: | Six Months Ended January 31, 2024 | | % of Segment Net Sales | | Six Months Ended January 31, 2023 | | % of Segment Net Sales | | Change Amount | | % Change |
Recreational vehicles | Recreational vehicles | | | | | | | | | | | |
North American Towables | $ | 181,471 | | | 5.5 | | $ | 868,874 | | | 12.7 | | $ | (687,403) | | | (79.1) |
North American Towable | |
North American Towable | |
North American Towable | | $ | 49,910 | | | 3.0 | | $ | 103,888 | | | 4.8 | | $ | (53,978) | | | (52.0) |
North American Motorized | North American Motorized | 234,163 | | | 8.8 | | 309,228 | | | 10.5 | | (75,065) | | | (24.3) | North American Motorized | 63,512 | | | 5.0 | | 5.0 | | 185,977 | | | 10.0 | | 10.0 | | (122,465) | | | (65.8) | | (65.8) |
Total North America | Total North America | 415,634 | | | 7.0 | | 1,178,102 | | | 12.0 | | (762,468) | | | (64.7) | Total North America | 113,422 | | | 3.8 | | 3.8 | | 289,865 | | | 7.2 | | 7.2 | | (176,443) | | | (60.9) | | (60.9) |
European | European | 77,948 | | | 3.9 | | 12,248 | | | 0.6 | | 65,700 | | | 536.4 | European | 66,824 | | | 4.5 | | 4.5 | | 5,547 | | | 0.5 | | 0.5 | | 61,277 | | | 1,104.7 | | 1,104.7 |
Total recreational vehicles | Total recreational vehicles | 493,582 | | | 6.2 | | 1,190,350 | | | 10.0 | | (696,768) | | | (58.5) | Total recreational vehicles | 180,246 | | | 4.1 | | 4.1 | | 295,412 | | | 5.7 | | 5.7 | | (115,166) | | | (39.0) | | (39.0) |
Other, net | Other, net | 30,004 | | | 5.0 | | 93,531 | | | 10.0 | | (63,527) | | | (67.9) | Other, net | 16,819 | | | 4.6 | | 4.6 | | 13,034 | | | 3.3 | | 3.3 | | 3,785 | | | 29.0 | | 29.0 |
Corporate | Corporate | (156,146) | | | — | | (162,379) | | | — | | 6,233 | | | 3.8 | Corporate | (117,589) | | | — | | — | | (96,457) | | | — | | — | | (21,132) | | | (21.9) | | (21.9) |
Total | Total | $ | 367,440 | | | 4.4 | | $ | 1,121,502 | | | 9.0 | | $ | (754,062) | | | (67.2) | Total | $ | 79,476 | | | 1.7 | | 1.7 | | $ | 211,989 | | | 3.9 | | 3.9 | | $ | (132,513) | | | (62.5) | | (62.5) |
CONSOLIDATED
Consolidated net sales for the ninesix months ended April 30, 2023January 31, 2024 decreased $4,107,220,$746,591, or 32.9%13.7%, compared to the ninesix months ended April 30, 2022.January 31, 2023. The decrease in consolidated net sales is primarily due to lower current dealer and consumer demand in comparison to record demand in the prior-year period, primarily in the North American Towables segment.Towable and Motorized segments. Approximately 24.1%31.7% of the Company’s net sales for the ninesix months ended April 30, 2023January 31, 2024 were transacted in a currency other than the U.S. dollar. The Company’s most material exchange rate exposure is sales in Euros. The decrease in consolidated net sales includes a decreasean increase of $162,249$77,163 from the change in currency exchange rates between the two 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 periods.
Consolidated gross profit for the ninesix months ended April 30, 2023January 31, 2024 decreased $936,095$140,632 compared to the ninesix months ended April 30, 2022.January 31, 2023. Consolidated gross profit was 14.3%13.4% of consolidated net sales for the ninesix months ended April 30, 2023January 31, 2024 and 17.1%14.1% for the ninesix months ended April 30, 2022.January 31, 2023. The decreases in consolidated gross profit and the consolidated gross profit percentage were both primarily due to the impact of the decrease in consolidated net sales in the current-year period compared to the prior-year period.
Selling, general and administrative expenses for the ninesix months ended April 30, 2023January 31, 2024 decreased $184,598,$12,346, or 21.8%2.7%, compared to the ninesix months ended April 30, 2022,January 31, 2023, primarily due to the 32.9%13.7% decrease in consolidated net sales and a decrease in net costs related to the ongoing investigation of the Company’s advertising practices in Germany and a product recall as discussed in Note 1514 to the Condensed Consolidated Financial Statements.Statements, partially offset by an increase in third-party fees related to the debt refinancing in the second quarter of fiscal 2024.
The decrease of $754,062,$132,513, or 67.2%62.5%, in income before income taxes for the ninesix months ended April 30, 2023January 31, 2024 compared to the ninesix months ended April 30, 2022,January 31, 2023 was primarily driven by the decrease in consolidated net sales and the decrease in the consolidated gross profit percentage noted above.
The overall effective income tax rate for the ninesix months ended April 30, 2023January 31, 2024 was 23.0%24.0% compared with 23.6%23.0% for the ninesix months ended April 30, 2022.January 31, 2023. The primary reason for the decrease inincrease relates to the overall effectivejurisdictional mix of pre-tax income tax rate was certain unfavorable tax provision adjustments that primarily resulted from changes in estimates while completingbetween foreign and domestic operations between the prior-year tax return that were made during the nine months ended April 30, 2022.comparable periods.
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.
The $15,323 decrease$8,643 increase in Corporate costs included in selling, general and administrative expenses for the ninesix months ended April 30, 2023January 31, 2024 compared to the ninesix months ended April 30, 2022,January 31, 2023 includes an increase of $9,355 in legal and professional fees, primarily related to expenses accrued inthird-party fees of $7,175 incurred with the prior-year period related to the ongoing investigation of the Company’s advertising practices in Germany asdebt refinancing discussed in Note 1512 to the Condensed Consolidated Financial Statements. This decreaseThe $8,643 increase also includes a decreasean increase in incentivedeferred compensation expense of $3,684 due to market value fluctuations between the two periods, an increase in innovation-led research and development costs of $4,167 and an increase in stock-based and other compensation of $5,321 due to the decrease in income before income taxes compared to the prior-year period, and a decrease of $5,100 in costs recorded at Corporate related to our standby repurchase obligations due to a small decrease in dealer inventory levels in the current-year period as compared to a large increase in dealer inventory levels in the prior-year period.$5,531. These decreasesincreases were partially offset by a stock-based compensation expense increaseincome of $4,600,$14,200 related to the legal and deferred compensation increased $11,807 duerecall matters discussed in Note 14 to market fluctuations between the two periods.Condensed Consolidated Financial Statements.
The $9,090$12,489 increase in net expense in Corporate interest and other income and expense for the ninesix months ended April 30, 2023January 31, 2024 compared to the ninesix months ended April 30, 2022January 31, 2023 includes an increase in net interest expense and fees of $7,999 on our debt primarily due to higher interest rates compared to the prior-year period, and a decrease of $7,819$8,405 in non-cash foreign currency gains on certain Euro-denominated loans in the current-year period as compared to the prior-year period. In addition,period, and the current-year period included operating losses of $6,248$9,437 related to our Roadpass Digital joint venture as discussed in Note 98 to the Condensed Consolidated Financial Statements. These increases in net expense were partially offset by the favorable change of $11,852$3,226 in the fair value of the Company's deferred compensation plan assets due to market fluctuations between the two periods.periods, and a decrease in net interest expense of $2,496, in spite of the one-time debt refinancing fees incurred in the second quarter of fiscal 2024, primarily due to increased interest income received from higher average cash balances held and higher interest income rates and lower debt interest expense primarily due to lower average debt balances outstanding.
Segment Reporting
NORTH AMERICAN TOWABLE RECREATIONAL VEHICLES
Analysis of the change in net sales for the ninesix months ended April 30, 2023January 31, 2024 compared to the ninesix months ended April 30, 2022:January 31, 2023:
| | Nine Months Ended April 30, 2023 | | % of Segment Net Sales | | Nine Months Ended April 30, 2022 | | % of Segment Net Sales | | Change Amount | | % Change |
| Six Months Ended January 31, 2024 | | | Six Months Ended January 31, 2024 | | % of Segment Net Sales | | Six Months Ended January 31, 2023 | | % of Segment Net Sales | | Change Amount | | % Change |
NET SALES: | NET SALES: | | | | | | | | | | | |
North American Towables | |
North American Towable | |
North American Towable | |
North American Towable | |
Travel Trailers | |
Travel Trailers | |
Travel Trailers | Travel Trailers | $ | 2,030,451 | | | 62.1 | | | $ | 4,316,049 | | | 62.9 | | | $ | (2,285,598) | | | (53.0) | $ | 1,091,021 | | | 65.1 | | 65.1 | | | $ | | $ | 1,350,698 | | | 62.9 | | 62.9 | | | $ | | $ | (259,677) | | | (19.2) | | (19.2) |
Fifth Wheels | Fifth Wheels | 1,241,516 | | | 37.9 | | | 2,550,010 | | | 37.1 | | | (1,308,494) | | | (51.3) | Fifth Wheels | 585,401 | | | 34.9 | | 34.9 | | | 796,859 | | 796,859 | | | 37.1 | | 37.1 | | | (211,458) | | (211,458) | | | (26.5) | | (26.5) |
Total North American Towables | $ | 3,271,967 | | | 100.0 | | | $ | 6,866,059 | | | 100.0 | | | $ | (3,594,092) | | | (52.3) |
Total North American Towable | | Total North American Towable | $ | 1,676,422 | | | 100.0 | | | $ | 2,147,557 | | | 100.0 | | | $ | (471,135) | | | (21.9) |
| | Nine Months Ended April 30, 2023 | | % of Segment Shipments | | Nine Months Ended April 30, 2022 | | % of Segment Shipments | | Change Amount | | % Change |
| Six Months Ended January 31, 2024 | |
| Six Months Ended January 31, 2024 | |
| Six Months Ended January 31, 2024 | | | % of Segment Shipments | | Six Months Ended January 31, 2023 | | % of Segment Shipments | | Change Amount | | % Change |
# OF UNITS: | # OF UNITS: | | | | | | | | | | | |
North American Towables | |
North American Towable | |
North American Towable | |
North American Towable | |
Travel Trailers | |
Travel Trailers | |
Travel Trailers | Travel Trailers | 63,106 | | | 77.0 | | | 155,896 | | | 80.3 | | | (92,790) | | | (59.5) | 40,282 | | | 80.5 | | 80.5 | | | 40,849 | | 40,849 | | | 78.2 | | 78.2 | | | (567) | | (567) | | | (1.4) | | (1.4) |
Fifth Wheels | Fifth Wheels | 18,835 | | | 23.0 | | | 38,335 | | | 19.7 | | | (19,500) | | | (50.9) | Fifth Wheels | 9,783 | | | 19.5 | | 19.5 | | | 11,376 | | 11,376 | | | 21.8 | | 21.8 | | | (1,593) | | (1,593) | | | (14.0) | | (14.0) |
Total North American Towables | 81,941 | | | 100.0 | | | 194,231 | | | 100.0 | | | (112,290) | | | (57.8) |
Total North American Towable | | Total North American Towable | 50,065 | | | 100.0 | | | 52,225 | | | 100.0 | | | (2,160) | | | (4.1) |
| IMPACT OF CHANGE IN PRODUCT MIX AND PRICE ON NET SALES: | IMPACT OF CHANGE IN PRODUCT MIX AND PRICE ON NET SALES: | | % Change |
North American Towables | | |
IMPACT OF CHANGE IN PRODUCT MIX AND PRICE ON NET SALES: | |
IMPACT OF CHANGE IN PRODUCT MIX AND PRICE ON NET SALES: | | | | | % Change |
North American Towable | |
Travel Trailers | |
Travel Trailers | |
Travel Trailers | Travel Trailers | | 6.5 | | | | (17.8) |
Fifth Wheels | Fifth Wheels | | (0.4) | Fifth Wheels | | | | (12.5) |
Total North American Towables | | 5.5 |
Total North American Towable | | Total North American Towable | | | | (17.8) |
The decrease in total North American towablesTowable net sales of 52.3%21.9% compared to the prior-year period resulted from a 57.8%4.1% decrease in unit shipments and a 5.5% increase17.8% decrease in the overall net price per unit due to the combined impact of changes in price and product mix which included net selling price increases to help offset higher material costs.and price. The decrease in unit shipments is primarily due to a softening in dealer and consumer demand in comparison with the record demand in the prior-year period, which included independent dealers restocking their inventory unit stock levels.period. According to statistics published by RVIA, for the ninesix months ended April 30, 2023,January 31, 2024, combined North American travel trailer and fifth wheel wholesale unit shipments decreased 53.5%0.3% compared to the same period last year. According to the most recently published statistics from Stat Surveys, for the nine-monthsix-month periods ended MarchDecember 31, 2023 and 2022, our North American market share for travel trailers and fifth wheels combined was 42.1%40.6% and 41.4%42.1%, 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 increasedecreases in the overall net price per unit within the travel trailer product line of 6.5% was primarily due to the impact of selling price increases, primarily to offset higher material costs,17.8% and product mix changes compared to the prior-year period, partially offset by increased sales discounts. The slight decrease in the overall net price per unit within the fifth wheel product line of 0.4% was12.5% were primarily due to the combined impact of sellingsales price increases, primarilyreductions due to lower input costs, higher material costs, being offset by elevated sales discounting.discounting levels and product mix changes trending toward more moderately-priced units as compared to the prior-year period.
North American towablesTowable cost of products sold decreased $2,747,647$394,314 to $2,879,250,$1,504,514, or 88.0%89.7% of North American towablesTowable net sales, for the ninesix months ended April 30, 2023January 31, 2024 compared to $5,626,897,$1,898,828, or 82.0%88.4% of North American towablesTowable net sales, for the ninesix months ended April 30, 2022. The changesJanuary 31, 2023. Changes in material, labor, freight-out and warranty costs comprised $2,652,386$376,989 of the $2,747,647$394,314 decrease in cost of products sold. Material, labor, freight-out and warranty costs as a combined percentage of North American towablesTowable net sales increased slightly to 80.4%80.9% for the ninesix months ended April 30, 2023January 31, 2024 compared to 77.0%80.7% for the ninesix months ended April 30, 2022, primarilyJanuary 31, 2023, as modest increases in the labor and warranty percentages were mostly offset by a result of an increasedecrease in the material cost percentage compared to the prior-year period due to increased sales discounts, which effectively decrease net selling prices and correspondingly increase the material cost percentage, as well as higher material costs since the prior-year period. The warranty cost percentage also increased.percentage. Total manufacturing overhead decreased $95,261$17,325 in correlation with the decrease in sales but increased as a percentage of North American towablesTowable net sales from 5.0%7.7% to 7.6%8.8%, as the decreased net sales levels resulted in higher overhead costs per unit sold.
The decrease of $846,445$76,821 in North American towablesTowable gross profit for the ninesix months ended April 30, 2023January 31, 2024 compared to the ninesix months ended April 30, 2022January 31, 2023 was driven by the decrease in net sales and the decrease in the gross profit percentage is due to the increase in the cost of products sold percentage noted above.
The decrease of $153,597$12,179 in North American towablesTowable selling, general and administrative expenses for the ninesix months ended April 30, 2023January 31, 2024 compared to the ninesix months ended April 30, 2022January 31, 2023 includes the impact of the decrease in North American towablesTowable net sales and income before income taxes, which caused related commissions, incentive and other compensation to decrease by $149,946. The remaining decrease is primarily due to a decrease in settlement costs related to a product recall related to certain purchased parts utilized in certain of our North American towable products, as discussed in Note 15 to the Condensed Consolidated Financial Statements.$17,038. These decreases were partially offset by an increase of $7,640$8,006 in sales-related travel, advertisingprofessional fees and promotions costs, as certain dealer shows attended in the current-year period were canceled in the prior-year period due to COVID-19 concerns.related settlement and RV repurchase costs. The increase in the overall selling, general and administrative expense as a percentage of North American towablesTowable net sales is primarily due to the decrease in net sales.
The decrease of $687,403$53,978 in North American towablesTowable income before income taxes for the ninesix months ended April 30, 2023January 31, 2024 compared to the ninesix months ended April 30, 2022January 31, 2023 was primarily due to the decrease in North American towablesTowable net sales, and the primary reasonreasons for the decrease in percentage waswere the increaseincreases in the cost of products sold percentageand selling, general and administrative expense percentages noted above.
NORTH AMERICAN MOTORIZED RECREATIONAL VEHICLES
Analysis of the change in net sales for the ninesix months ended April 30, 2023January 31, 2024 compared to the ninesix months ended April 30, 2022:January 31, 2023:
| | Nine Months Ended April 30, 2023 | | % of Segment Net Sales | | Nine Months Ended April 30, 2022 | | % of Segment Net Sales | | Change Amount | | % Change |
| Six Months Ended January 31, 2024 | | | Six Months Ended January 31, 2024 | | % of Segment Net Sales | | Six Months Ended January 31, 2023 | | % of Segment Net Sales | | Change Amount | | % Change |
NET SALES: | NET SALES: | | | | | | | | | | | |
North American Motorized | North American Motorized | |
North American Motorized | |
North American Motorized | |
Class A | |
Class A | |
Class A | Class A | $ | 887,678 | | | 33.4 | | | $ | 1,314,067 | | | 44.5 | | | $ | (426,389) | | | (32.4) | $ | 386,219 | | | 30.1 | | 30.1 | | | $ | | $ | 648,706 | | | 34.8 | | 34.8 | | | $ | | $ | (262,487) | | | (40.5) | | (40.5) |
Class C | Class C | 1,216,537 | | | 45.8 | | | 1,057,015 | | | 35.8 | | | 159,522 | | | 15.1 | Class C | 609,408 | | | 47.6 | | 47.6 | | | 825,698 | | 825,698 | | | 44.3 | | 44.3 | | | (216,290) | | (216,290) | | | (26.2) | | (26.2) |
Class B | Class B | 553,827 | | | 20.8 | | | 583,797 | | | 19.7 | | | (29,970) | | | (5.1) | Class B | 285,956 | | | 22.3 | | 22.3 | | | 387,698 | | 387,698 | | | 20.9 | | 20.9 | | | (101,742) | | (101,742) | | | (26.2) | | (26.2) |
Total North American Motorized | Total North American Motorized | $ | 2,658,042 | | | 100.0 | | | $ | 2,954,879 | | | 100.0 | | | $ | (296,837) | | | (10.0) | Total North American Motorized | $ | 1,281,583 | | | 100.0 | | 100.0 | | | $ | | $ | 1,862,102 | | | 100.0 | | 100.0 | | | $ | | $ | (580,519) | | | (31.2) | | (31.2) |
| | Nine Months Ended April 30, 2023 | | % of Segment Shipments | | Nine Months Ended April 30, 2022 | | % of Segment Shipments | | Change Amount | | % Change |
| Six Months Ended January 31, 2024 | |
| Six Months Ended January 31, 2024 | |
| Six Months Ended January 31, 2024 | | | % of Segment Shipments | | Six Months Ended January 31, 2023 | | % of Segment Shipments | | Change Amount | | % Change |
# OF UNITS: | # OF UNITS: | | | | | | | | | | | |
North American Motorized | North American Motorized | |
North American Motorized | |
North American Motorized | |
Class A | |
Class A | |
Class A | Class A | 4,326 | | | 21.9 | | | 6,689 | | | 29.6 | | | (2,363) | | | (35.3) | 1,955 | | | 19.5 | | 19.5 | | | 3,120 | | 3,120 | | | 23.0 | | 23.0 | | | (1,165) | | (1,165) | | | (37.3) | | (37.3) |
Class C | Class C | 10,844 | | | 54.8 | | | 10,268 | | | 45.5 | | | 576 | | | 5.6 | Class C | 5,584 | | | 55.7 | | 55.7 | | | 7,281 | | 7,281 | | | 53.6 | | 53.6 | | | (1,697) | | (1,697) | | | (23.3) | | (23.3) |
Class B | Class B | 4,621 | | | 23.3 | | | 5,632 | | | 24.9 | | | (1,011) | | | (18.0) | Class B | 2,481 | | | 24.8 | | 24.8 | | | 3,187 | | 3,187 | | | 23.4 | | 23.4 | | | (706) | | (706) | | | (22.2) | | (22.2) |
Total North American Motorized | Total North American Motorized | 19,791 | | | 100.0 | | | 22,589 | | | 100.0 | | | (2,798) | | | (12.4) | Total North American Motorized | 10,020 | | | 100.0 | | 100.0 | | | 13,588 | | 13,588 | | | 100.0 | | 100.0 | | | (3,568) | | (3,568) | | | (26.3) | | (26.3) |
| 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: | |
IMPACT OF CHANGE IN PRODUCT MIX AND PRICE ON NET SALES: | | | | | % Change |
North American Motorized | North American Motorized | | |
Class A | |
Class A | |
Class A | Class A | | 2.9 | | | | | | | | | | | | (3.2) |
Class C | Class C | | 9.5 | | Class C | | | | | | | | | | | (2.9) |
Class B | Class B | | 12.9 | | Class B | | | | | | | | | | | (4.0) |
Total North American Motorized | Total North American Motorized | | 2.4 | | Total North American Motorized | | | | | | | | | | | (4.9) |
The decrease in total North American motorizedMotorized net sales of 10.0%31.2% compared to the prior-year period resulted from a 12.4%26.3% decrease in unit shipments due to softening dealer and consumer demand, and a 2.4% increase4.9% decrease in the overall net price per unit due to the combined impact of changes in product pricemix and mix,price, which included net selling price increaseselevated sales discounts compared to help offset higher materialthe prior-year period. The decrease in unit shipments is primarily due to a softening in current dealer and other input costs.consumer demand in comparison with the demand in the prior-year period, which included independent dealer restocking of certain motorized products. According to statistics published by RVIA, for the ninesix months ended April 30, 2023,January 31, 2024, combined North American motorhome wholesale unit shipments decreased 5.5%25.7% compared to the same period last year. According to statistics published by Stat Surveys, for the nine-monthsix-month periods ended MarchDecember 31, 2023 and 2022, our North American market share for motorhomes was 47.3%48.3% and 48.5%47.2%, 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 increasedecreases in the overall net price per unit within the Class A product line of 2.9% was primarily due to net selling price increases since the prior-year period to offset known and anticipated material and other input cost increases, partially offset by a higher concentration of sales of the more moderately-priced gas Class A products in the current-year period. The increase in the overall net price per unit within3.2%, the Class C product line of 9.5% was primarily due to net selling price increases since the prior-year period to offset higher material2.9% and other input costs as well as product mix changes. The increase in the overall net price per unit within the Class B product line of 12.9% was4.0% were all primarily due to net selling price increaseshigher discounting levels since the prior-year period and a higher concentration of sales of higher-priced Class B products inconsumers trending toward more moderately-priced units compared to the current-yearprior-year period.
North American motorizedMotorized cost of products sold decreased $213,185$427,685 to $2,271,788,$1,141,470, or 85.5%89.1% of North American motorizedMotorized net sales, for the ninesix months ended April 30, 2023January 31, 2024 compared to $2,484,973,$1,569,155, or 84.1%84.3% of North American motorizedMotorized net sales, for the ninesix months ended April 30, 2022. The changesJanuary 31, 2023. Changes in material, labor, freight-out and warranty costs comprised $212,110$406,092 of the $213,185 decrease due to the decreased sales volume.$427,685 decrease. Material, labor, freight-out and warranty costs as a combined percentage of North American motorizedMotorized net sales increased to 79.9%82.8% for the ninesix months ended April 30, 2023January 31, 2024 compared to 79.0%78.8% for the ninesix months ended April 30, 2022,January 31, 2023, with the increase primarily due to an increase in the warrantymaterial cost percentage.percentage, primarily due to higher sales discounting, which effectively decreases net selling prices and correspondingly increases the material cost percentage, as well as increased chassis costs. Total manufacturing overhead decreased $1,075$21,593 with the decrease in net sales but increased as a percentage of North American motorizedMotorized net sales from 5.1%5.5% to 5.6%6.3% as the decrease in net sales levels resulted in slightly higher overhead costs per unit sold.
The decrease of $83,652$152,834 in North American motorizedMotorized gross profit for the ninesix months ended April 30, 2023January 31, 2024 compared to the ninesix months ended April 30, 2022January 31, 2023 was driven by the decrease in net sales, while the increasedecrease in the gross profit percentage is due to the decreaseincrease in the cost of products sold percentage noted above.
The decrease of $10,060$31,328 in North American motorizedMotorized selling, general and administrative expenses for the ninesix months ended April 30, 2023January 31, 2024 compared to the ninesix months ended April 30, 2022January 31, 2023 is primarily due to the decreases in North American motorizedMotorized net sales and income before income taxes, which caused related commissions, incentive and other compensation to decrease by $19,338. This decrease was partially offset by an increase in sales-related travel, advertising and promotional costs of $2,383, as certain dealer shows attended in the current-year period were canceled in the prior-year period due to COVID-19 concerns, and an increase in professional fees and related settlement and RV repurchase costs of $5,765.$30,763.
The decrease of $75,065$122,465 in North American motorizedMotorized income before income taxes for the ninesix months ended April 30, 2023January 31, 2024 compared to the ninesix months ended April 30, 2022January 31, 2023 was primarily due to the decrease in North American motorizedMotorized net sales, and the primary reason for the decrease in percentage was the increase in the cost of products sold percentage noted above.
EUROPEAN RECREATIONAL VEHICLES
Analysis of the change in net sales for the ninesix months ended April 30, 2023January 31, 2024 compared to the ninesix months ended April 30, 2022:January 31, 2023:
| | Nine Months Ended April 30, 2023 | | % of Segment Net Sales | | Nine Months Ended April 30, 2022 | | % of Segment Net Sales | | Change Amount | | % Change |
| Six Months Ended January 31, 2024 | | | Six Months Ended January 31, 2024 | | % of Segment Net Sales | | Six Months Ended January 31, 2023 | | % of Segment Net Sales | | Change Amount | | % Change |
NET SALES: | NET SALES: | | | | | | | | | | | |
European | European | |
European | |
European | |
Motorcaravan | |
Motorcaravan | |
Motorcaravan | Motorcaravan | $ | 901,926 | | | 44.7 | | | $ | 1,057,039 | | | 50.8 | | | $ | (155,113) | | | (14.7) | $ | 771,324 | | | 51.7 | | 51.7 | | | $ | | $ | 507,567 | | | 44.1 | | 44.1 | | | $ | | $ | 263,757 | | | 52.0 | | 52.0 |
Campervan | Campervan | 648,717 | | | 32.1 | | | 520,778 | | | 25.0 | | | 127,939 | | | 24.6 | Campervan | 466,333 | | | 31.3 | | 31.3 | | | 366,302 | | 366,302 | | | 31.8 | | 31.8 | | | 100,031 | | 100,031 | | | 27.3 | | 27.3 |
Caravan | Caravan | 272,521 | | | 13.5 | | | 266,605 | | | 12.8 | | | 5,916 | | | 2.2 | Caravan | 115,714 | | | 7.8 | | 7.8 | | | 156,109 | | 156,109 | | | 13.6 | | 13.6 | | | (40,395) | | (40,395) | | | (25.9) | | (25.9) |
Other | Other | 194,827 | | | 9.7 | | | 236,307 | | | 11.4 | | | (41,480) | | | (17.6) | Other | 137,124 | | | 9.2 | | 9.2 | | | 121,262 | | 121,262 | | | 10.5 | | 10.5 | | | 15,862 | | 15,862 | | | 13.1 | | 13.1 |
Total European | Total European | $ | 2,017,991 | | | 100.0 | | | $ | 2,080,729 | | | 100.0 | | | $ | (62,738) | | | (3.0) | Total European | $ | 1,490,495 | | | 100.0 | | 100.0 | | | $ | | $ | 1,151,240 | | | 100.0 | | 100.0 | | | $ | | $ | 339,255 | | | 29.5 | | 29.5 |
| | Nine Months Ended April 30, 2023 | | % of Segment Shipments | | Nine Months Ended April 30, 2022 | | % of Segment Shipments | | Change Amount | | % Change |
| Six Months Ended January 31, 2024 | |
| Six Months Ended January 31, 2024 | |
| Six Months Ended January 31, 2024 | | | % of Segment Shipments | | Six Months Ended January 31, 2023 | | % of Segment Shipments | | Change Amount | | % Change |
# OF UNITS: | # OF UNITS: | | | | | | | | | | | |
European | European | |
European | |
European | |
Motorcaravan | |
Motorcaravan | |
Motorcaravan | Motorcaravan | 12,523 | | | 32.8 | | | 17,430 | | | 40.4 | | | (4,907) | | | (28.2) | 10,113 | | | 40.5 | | 40.5 | | | 7,184 | | 7,184 | | | 31.9 | | 31.9 | | | 2,929 | | 2,929 | | | 40.8 | | 40.8 |
Campervan | Campervan | 13,853 | | | 36.3 | | | 13,349 | | | 30.9 | | | 504 | | | 3.8 | Campervan | 10,122 | | | 40.5 | | 40.5 | | | 8,159 | | 8,159 | | | 36.2 | | 36.2 | | | 1,963 | | 1,963 | | | 24.1 | | 24.1 |
Caravan | Caravan | 11,755 | | | 30.9 | | | 12,410 | | | 28.7 | | | (655) | | | (5.3) | Caravan | 4,737 | | | 19.0 | | 19.0 | | | 7,195 | | 7,195 | | | 31.9 | | 31.9 | | | (2,458) | | (2,458) | | | (34.2) | | (34.2) |
Total European | Total European | 38,131 | | | 100.0 | | | 43,189 | | | 100.0 | | | (5,058) | | | (11.7) | Total European | 24,972 | | | 100.0 | | 100.0 | | | 22,538 | | 22,538 | | | 100.0 | | 100.0 | | | 2,434 | | 2,434 | | | 10.8 | | 10.8 |
| | |
| 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 % | |
| | Foreign Currency % | |
| | Foreign Currency % | | | Mix and Price % | | % Change |
| European | European | |
European | |
European | |
Motorcaravan | |
Motorcaravan | |
Motorcaravan | Motorcaravan | | (7.8) | | 21.3 | | 13.5 | | 6.7 | | 4.5 | | 11.2 |
Campervan | Campervan | | (7.8) | | 28.6 | | 20.8 | Campervan | | 6.7 | | (3.5) | | 3.2 |
Caravan | Caravan | | (7.8) | | 15.3 | | 7.5 | Caravan | | 6.7 | | 1.6 | | 8.3 |
Total European | Total European | | (7.8) | | 16.5 | | 8.7 | Total European | | 6.7 | | 12.0 | | 18.7 |
The decreaseincrease in total European recreational vehicleRecreational Vehicle net sales of 3.0%29.5% compared to the prior-year period resulted from an 11.7% decreaseincreases of 10.8% in unit shipments and an 8.7% increase18.7% in the overall net price per unit due to the total combined impact of changes in foreign currency, product mix and price. The decreaseincrease in European recreational vehicleRecreational Vehicle net sales of $62,738$339,255 includes a decreasean increase of $162,249,$77,163, or 7.8%6.7% of the 3.0% decrease,29.5% increase, due to the decreaseincrease in foreign exchange rates since the prior-year period. Sales on a constant-currency basis increased by 4.8%22.8%.
The overall net price per unit increase of 8.7%18.7% includes a 7.8% decreaseincreases of 6.7% due to the impact of foreign currency exchange rate changes and a 16.5% increase12.0% due to the combined impact of product mix and selling price increases, primarily due to offset increased materialthe much higher concentration of Motorcaravan sales in the current-year period due primarily to improved supply of chassis and other input costs.components in the current-year period compared to the prior-year period.
The constant-currency increases in the overall net price per unit within the Motorcaravan product line of 21.3%4.5% and the CampervanCaravan product line of 28.6%1.6% were primarily due to the impact of selling price increases and product mix changes. The increaseconstant-currency decrease in the overall net price per unit due to product mix and price within the CaravanCampervan product line of 15.3%3.5% was primarily due to the impact of selling price increases.
product mix changes.
European recreational vehicleRecreational Vehicle cost of products sold decreased $117,395increased $257,397 to $1,705,916,$1,248,342, or 84.5%83.8% of European recreational vehicleRecreational Vehicle net sales, for the ninesix months ended April 30, 2023January 31, 2024 compared to $1,823,311,$990,945, or 87.6%86.1% of European recreational vehicleRecreational Vehicle net sales, for the ninesix months ended April 30, 2022. The changesJanuary 31, 2023. Changes in material, labor, freight-out and warranty costs comprised $119,892$222,851 of the $117,395 decrease.$257,397 increase. Material, labor, freight-out and warranty costs as a combined percentage of European recreational vehicleRecreational Vehicle net sales decreased to 73.9%72.6% for the ninesix months ended April 30, 2023January 31, 2024 compared to 77.5%74.6% for the ninesix months ended April 30, 2022,January 31, 2023, with the decrease primarily due to a decrease in the material cost percentage due to net selling price increases and product mix changes. The labor and warranty cost percentagespercentage also both improved. Total manufacturing overhead increased with the increase in European Recreational Vehicle net sales but decreased as a percentage of European recreational vehicleRecreational Vehicle net sales from 10.2%11.5% to 10.6%11.2% primarily due to the increase in net sales reduction resulting in increaseddecreased overhead costs per unit sold.
The increase of $54,657$81,858 in European recreational vehicleRecreational Vehicle gross profit for the ninesix months ended April 30, 2023January 31, 2024 compared to the ninesix months ended April 30, 2022January 31, 2023 was primarily due to the increase in European Recreational Vehicle net sales and the decrease in the cost of products sold percentage noted above.
The $228 decreaseincrease of $21,075 in European recreational vehicleRecreational Vehicle selling, general and administrative expenses for the ninesix months ended April 30, 2023January 31, 2024 compared to the ninesix months ended April 30, 2022 was due to the reduction in foreign exchange rates since the prior-year period, which offset the increase in selling, general and administrative expenses on a constant-currency basis. The constant-currency increaseJanuary 31, 2023 was primarily due to increasedthe increase in European Recreational Vehicle net sales and income before income taxes, which caused related commissions, incentive and other compensation to increase by $7,381. Sales-related travel, advertising and promotionpromotional costs as participationalso increased $8,927, primarily due to increased display space at the annual Dusseldorf show and attending more regional shows in most European trade fairs incomparison to the prior-year period was canceled due to the COVID-19 pandemic but resumed in the current-year period. Compensation and benefit costs also increased.
The primary reason for the $65,700 increase of $61,277 in European recreational vehicleRecreational Vehicle income before income taxes in spite offor the decreasesix months ended January 31, 2024 compared to the six months ended January 31, 2023 was primarily due to the increase in European recreational vehicleRecreational Vehicle net sales, wassales. The primary reasons for the improvementincrease in percentage were the decreases in both the cost of products sold percentage noted above. The increase in the net income before income taxes percentage to net sales was primarily due to the improvement in the cost of products sold percentage noted above, partially offset by the increase in theand selling, general and administrative expense percentagepercentages noted above. Amortization expense was also 0.6% lower as a percentage of sales in the current year compared to the prior-year period.
Financial ConditionLiquidity and LiquidityCapital Resources
As of April 30, 2023,January 31, 2024, we had $353,226$340,192 in cash and cash equivalents, of which $258,452$257,635 was held in the U.S. and the equivalent of $94,774,$82,557, predominantly in Euros, was held in Europe, compared to $311,553$441,232 on July 31, 2022,2023, of which $256,492$338,703 was held in the U.S. and the equivalent of $55,061,$102,529, 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 $41,673 increasethe $101,040 decrease in cash and cash equivalents are described in more detail below.below, but the decrease was primarily attributable to cash used in operations of $44,200 and cash used in investing activities of $80,943, partially offset by cash provided by financing activities of $26,754.
Net working capital at April 30, 2023January 31, 2024 was $1,364,233$1,212,801 compared to $1,306,563$1,077,098 at July 31, 2022.2023. Capital expenditures of $150,466$78,901 for the ninesix months ended April 30, 2023January 31, 2024 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. In addition, the unused availability under our revolving asset-based credit facility is generally available to the Company for general operating purposes and approximated $950,000$938,000 at April 30, 2023.January 31, 2024. 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 authorizations as discussed in Note 1716 to the Condensed Consolidated Financial Statements, and special dividends based upon market and business conditions and excess cash availability, subject to potential customary limits and restrictions pursuant to our credit facilities, applicable legal limitations and determination by the Company's Board of Directors ("Board"). We believe our on-hand cash and cash equivalents and funds generated from operations will be sufficient to fund expected cash dividend payments and share repurchases for the foreseeable future.
Subsequent to April 30, 2023, we made principal payments totaling $50,000 to fully pay off the outstanding balance on our asset-based credit facility and paid $85,000 against the principal balance of our U.S. term loan.
We anticipateOur current estimate of committed and internally approved capital expenditures duringspend for the remainder of fiscal 2023 for the Company ranging from approximately $50,000 to $60,000,2024 is $100,000, primarily for certain building projects and certain automation projects, as well as replacing and upgrading machinery, equipment and other assets throughout our facilities to be used in the ordinary course of business. We anticipate approximately two-thirds of the anticipated capital expenditures will be in North America and one-third in Europe, and that these expenditures will be funded by cash provided by our operating activities.
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 byused in operating activities for the ninesix months ended April 30, 2023January 31, 2024 was $474,120$44,200 as compared to net cash provided by operating activities of $637,549$185,321 for the ninesix months ended April 30, 2022.January 31, 2023.
For the ninesix months ended April 30,January 31, 2024, net income adjusted for non-cash items (primarily depreciation, amortization of intangibles and stock-based compensation) provided $207,653 of operating cash. The change in net working capital resulted in a net use of $251,853 of operating cash during that period, primarily due to an increase in chassis inventory as European chassis suppliers continue to get caught up delivering their order backlog, and RV finished goods had a seasonal increase heading into the spring selling season. In addition, required income tax payments during the period exceeded the income tax provision for the period, and certain accrued liabilities decreased with the reduction in sales and production when compared to the prior-year end period.
For the six months ended January 31, 2023, net income adjusted for non-cash items (primarily depreciation, amortization of intangibles and stock-based compensation) provided $511,534 of operating cash, while the change in net working capital resulted in a net use of $37,414 of operating cash during that period.
For the nine months ended April 30, 2022, net income adjusted for non-cash items (primarily depreciation, amortization of intangibles and stock-based compensation) provided $1,082,146$314,016 of operating cash. The change in working capital resulted in the use of $444,597$128,695 of operating cash during that period, primarily due to an increase in chassis inventory to support the motorized sales and production and as production levels increasedNorth American chassis suppliers got caught up delivering their order backlog, as the cash impact of the reductions in accounts receivable, accounts payable and accrued liabilities due to continued heightened consumer demand,the net sales and ongoing supply constraints caused work in process and other inventory categories to increase. In addition, there was an increase in accounts receivable. These increases were partiallyproduction decreases mostly offset by an increase in accounts payable primarily related to the inventory growth, and an increase in accrued liabilities.each other.
Investing Activities
Net cash used in investing activities for the ninesix months ended April 30, 2023January 31, 2024 was $171,562,$80,943, primarily due to capital expenditures of $150,466.$78,901.
Net cash used in investing activities for the ninesix months ended April 30, 2022January 31, 2023 was $971,846,$113,748, primarily due to $781,967 used in business acquisitions, primarilycapital expenditures of $100,985.
Financing Activities
Net cash provided by financing activities for the Airxcel acquisitionsix months ended January 31, 2024 was $26,754, which included borrowings of $113,502 on the asset-based credit facility for temporary working capital needs and payments of $51,925 on the asset-based credit facility. In addition, borrowings of $186,723 and payments of $127,626 were made on the term-loan credit facilities in connection with the debt refinancing as discussed in Note 212 to the Condensed Consolidated Financial Statements,Statements. Treasury share repurchases of $30,037 were made and capital expendituresregular quarterly dividend payments of $170,702.
Financing Activities$0.48 per share for each of the first two quarters of fiscal 2024 were also made totaling $51,135.
Net cash used in financing activities for the ninesix months ended April 30,January 31, 2023 was $266,068,$101,742, including payments of $50,000$15,000 on the asset-based credit facility and $102,355$12,355 on the term-loan credit facilities, in addition to treasury share repurchases of $42,007.$25,407. Regular quarterly dividend payments of $0.45 per share for each of the first threetwo quarters of fiscal 2023 were also made totaling $71,978.
Net cash provided by financing activities for the nine months ended April 30, 2022 was $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 as part of the $559,035 in payments on the ABL facility. Payments of $132,407 were also made on the term-loan credit facilities and other debt. Regular quarterly dividend payments of $0.43 per share for each of the first three quarters of fiscal 2022 were made totaling $71,496, and $98,321 was spent on treasury share repurchases.$48,165.
The Company increased its previous regular quarterly dividend of $0.45 per share to $0.48 per share in October 2023. In October 2022, the Company increased its previous regular quarterly dividend of $0.43 per share to $0.45 per share in October 2022. In October 2021, the Company increased its previous regular quarterly dividend of $0.41 per share to $0.43 per share.
Accounting Standards
None.See Note 1 in the Notes to the Condensed Consolidated Financial Statements included in Item 1 of Part 1 of this Quarterly Report on Form 10-Q.
Critical Accounting Estimates
For a discussion of our critical accounting estimates, refer to "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 and the notes to our consolidated financial statementsConsolidated Financial Statements in Part II, Item 8 of our Annual Report on Form 10-K for the year ended July 31, 2022.2023. There have been no material changes to our critical accounting estimates since our Annual Report on Form 10-K for the year ended July 31, 2022.2023.
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. At times, the Company enters into hedging transactions to mitigate certain of these risks in accordance with guidelines established by the 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 $557,228$479,786 of debt denominated in Euros at April 30, 2023.January 31, 2024. A hypothetical 10% change in the Euro/U.S. Dollar exchange rate would change our April 30, 2023January 31, 2024 debt balance by approximately $55,723.$47,978.
INTEREST RATE RISK – The Company uses pay-fixed, receive-floating interest rate swaps to convert a portionBased on our assumption of the Company’s long-term debt from floating to fixed-rate debt. As of April 30, 2023, the Company has $110,175 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 April 30, 2023, assumed floating-rate debt levels throughoutover the next 12 months, and the effects of our existing derivative instruments, a one-percentage-point increase in interest rates (approximately 13.6%13.2% of our weighted-average interest rate at April 30, 2023)January 31, 2024) would result in an estimated $11,017 pre-tax$8,776 reduction in net earningsincome before income taxes 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 April 30, 2023,January 31, 2024, 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.
ITEM 5. OTHER INFORMATION
Rule 10b5-1 Trading Arrangements
The Company’s Insider Trading Policy permits its directors and officers to trade Company stock under a “Rule 10b5-1 trading arrangement” (as defined in Item 408 of Regulation S-K) that is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act, subject to compliance with applicable regulations as well as the Company’s Insider Trading Policy and share ownership requirements. The Insider Trading Policy provides that each officer or director Rule 10b5-1 trading arrangement must be entered into in writing during an open trading window and at a time that the officer or director is not aware of material nonpublic information. The Company generally requires that any Rule 10b5-1 trading arrangement adopted by an officer or director must not expire within one year of implementation and is subject to a mandatory cooling-off period requirement.
On January 16, 2024, our Chief Financial Officer, Colleen Zuhl, adopted a Rule 10b5-1 trading arrangement (providing for the sale of up to 9,728 shares of Company common stock) that is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. Mrs. Zuhl’s Rule 10b5-1 trading arrangement provides for a mandatory cooling-off period as required by Rule 10b5-1 and is scheduled to expire on January 16, 2025 or such earlier date as of which all of the shares covered by the arrangement have been sold. As of January 31, 2024, Mrs. Zuhl held 118,028 shares of Company common stock not subject to trading under her Rule 10b5-1 trading arrangement.
Except as described above, no director or officer of the Company adopted or terminated a Rule 10b5-1 trading arrangement or “non-Rule 10b5-1 trading arrangement” (as defined in Item 408 of Regulation S-K) during the three months ended January 31, 2024.
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 supply chain disruptions are ongoing, and macroeconomic issues like general inflation, as well as certain geopolitical events, including military conflicts, remain, 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, 2022.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
During the three months ended April 30, 2023, the Company used $16,600 to purchase shares of common stock under its share repurchase authorizations. The Company’s total remaining authorizations for common stock repurchases was $491,207 at April 30, 2023.
A summary of the Company’s share repurchases during the three months ended April 30, 2023 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 |
2/1/23 – 2/28/23 | | — | | | $ | — | | | — | | | $ | 507,807 | |
3/1/23 – 3/31/23 | | 190,233 | | | $ | 78.83 | | | 190,233 | | | $ | 492,811 | |
4/1/23 – 4/30/23 | | 20,566 | | | $ | 77.99 | | | 20,566 | | | $ | 491,207 | |
| | 210,799 | | | | | 210,799 | | | |
(1)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. On June 24, 2022, the Board authorized Company management to utilize up to an additional $448,321 to repurchase shares of the Company’s common stock through July 31, 2025. Under the two share repurchase authorizations, 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 this program. During the nine months ended April 30, 2023, the Company purchased 549,532 shares of its common stock, at various times in the open market, at a weighted-average price of $76.44 and held them as treasury shares at an aggregate purchase price of $42,007, all from the December 21, 2021 authorization. As of April 30, 2023, the remaining amount of the Company's common stock that may be repurchased under the December 21, 2021 $250,000 authorization expiring on December 21, 2024 is $42,886. As of April 30, 2023, the remaining amount of the Company’s common stock that may be repurchased under the June 24, 2022 authorization expiring on July 31, 2025 is $448,321. As of April 30, 2023, the total remaining amount of the Company’s common stock that may be repurchased under these two authorizations is $491,207.
ITEM 6. EXHIBITS
| | | | | |
Exhibit | Description |
3.1 | |
3.2 | |
10.1 | |
10.2 | |
10.3 | |
31.1 | |
31.2 | |
32.1 | |
32.2 | |
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 Quarterly report on Form 10-Q for the quarter ended April 30, 2023January 31, 2024 formatted in 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' Equity and (v) related notes to these financial statements.
| | | | | |
+ | Designates management contract or compensatory plan or arrangement |
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: | JuneMarch 6, 20232024 | /s/ Robert W. Martin |
| | Robert W. Martin |
| | President and Chief Executive Officer |
| | |
DATE: | JuneMarch 6, 20232024 | /s/ Colleen Zuhl |
| | Colleen Zuhl |
| | Senior Vice President and Chief Financial Officer |