# Thor Industries Inc: Form 10-Q for the period ended Jan 31, 2025

- Company: [Thor Industries Inc](/companies/tho.md) (CIK 730263)
- Form: 10-Q
- Filed: 2025-03-05
- Accepted by EDGAR: Mar 5, 2025, 11:33 ET
- Period: 2025-01-31
- Accession: 0000730263-25-000003
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/730263/000073026325000003/tho-20250131.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/730263/000073026325000003/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2025-01-31.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2024-11-01 to 2025-01-31 | $2.02bn | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Revenue | 6 months, 2024-08-01 to 2025-01-31 | $4.16bn | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Cost of revenue | 3 months, 2024-11-01 to 2025-01-31 | $1.77bn | us-gaap:CostOfGoodsAndServicesSold |
| Cost of revenue | 6 months, 2024-08-01 to 2025-01-31 | $3.63bn | us-gaap:CostOfGoodsAndServicesSold |
| Gross profit | 3 months, 2024-11-01 to 2025-01-31 | $245.2m | us-gaap:GrossProfit |
| Gross profit | 6 months, 2024-08-01 to 2025-01-31 | $526.6m | us-gaap:GrossProfit |
| Selling, general and administrative | 3 months, 2024-11-01 to 2025-01-31 | $206.2m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Selling, general and administrative | 6 months, 2024-08-01 to 2025-01-31 | $446.4m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Income tax | 3 months, 2024-11-01 to 2025-01-31 | $1.5m | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 6 months, 2024-08-01 to 2025-01-31 | $1.2m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2024-11-01 to 2025-01-31 | −$551.0k | us-gaap:NetIncomeLoss |
| Net income | 6 months, 2024-08-01 to 2025-01-31 | −$2.4m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2024-11-01 to 2025-01-31 | −$0.01 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 6 months, 2024-08-01 to 2025-01-31 | −$0.04 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2024-11-01 to 2025-01-31 | −$0.01 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 6 months, 2024-08-01 to 2025-01-31 | −$0.04 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2024-11-01 to 2025-01-31 | 53,208,626 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 6 months, 2024-08-01 to 2025-01-31 | 53,091,615 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 6 months, 2024-08-01 to 2025-01-31 | $61.6m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 3 months, 2024-11-01 to 2025-01-31 | $25.0m | us-gaap:PaymentsToAcquireProductiveAssets |
| Capital expenditure | 6 months, 2024-08-01 to 2025-01-31 | $49.4m | us-gaap:PaymentsToAcquireProductiveAssets |
| Share repurchases | 6 months, 2024-08-01 to 2025-01-31 | $1.7m | us-gaap:PaymentsForRepurchaseOfCommonStock |
| Cash and equivalents | at 2025-01-31 | $373.8m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2025-01-31 | $2.52bn | us-gaap:AssetsCurrent |
| Total assets | at 2025-01-31 | $6.71bn | us-gaap:Assets |
| Current liabilities | at 2025-01-31 | $1.47bn | us-gaap:LiabilitiesCurrent |
| Long-term debt | at 2025-01-31 | $1.00bn | us-gaap:LongTermDebtNoncurrent |
| Current portion of debt | at 2025-01-31 | $27.7m | us-gaap:LongTermDebtCurrent |
| Shareholders' equity | at 2025-01-31 | $3.95bn | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 83,403 characters.

**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, including the impact of tariffs, 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 independent dealers and consumers and our profitability;
- 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;
- the financial health of our independent dealers and their ability to successfully manage through various economic conditions;
- legislative, regulatory and tax law 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, 2024.

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 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 calendar year ended December 31, 2024, THOR’s current combined U.S. and Canadian market share based on units sold was approximately 39.0% for travel trailers and fifth wheels combined and approximately 47.2% for motorhomes. In Europe, according to the European Caravan Federation (“ECF”), our European market share for the calendar year ended December 31, 2024 was approximately 24.9% for motorcaravans and campervans combined and approximately 18.0% for caravans.

### Industry Outlook — North America

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

North American RV independent dealer inventory of our North American RV products as of January 31, 2025 decreased 1.8% to approximately 86,200 units, compared to approximately 87,800 units as of January 31, 2024. As of January 31, 2025, we believe North American dealer inventory levels for most products are generally in line with the levels that dealers are comfortable stocking heading into the spring selling season given the current retail sales levels and associated carrying costs. 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 slower retail activity, higher RV wholesale prices as well as current interest rates and other carrying costs.

THOR’s North American RV backlog as of January 31, 2025 increased $289,604, or 15.2%, to $2,198,493 compared to $1,908,889 as of January 31, 2024, with the increase driven primarily by an increase in North American Towable backlog.

### 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 Year 2024 | 2023 | Increase% (Decrease) | Change |
| --- | ---: | ---: | ---: | ---: |
| North American Towable units | 298,842 | 267,295 | 31,547 | 11.8 |
| North American Motorized units | 34,891 | 45,879 | (10,988) | (23.9) |
| Total | 333,733 | 313,174 | 20,559 | 6.6 |

In March 2025, RVIA issued a revised forecast for calendar year 2025 wholesale unit shipments. Under the RVIA’s most likely scenario, towable and motorized unit shipments are projected to be approximately 313,300 units and 36,800 units, respectively, for an annual total of approximately 350,100 units, up 4.9% from the 2024 calendar year wholesale shipments. The RVIA’s most likely forecast for calendar year 2025 of 350,100 total units could range from a lower estimate of approximately 333,400 total units to an upper estimate of approximately 366,800 total units.

### North American Industry Retail Statistics

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 Year 2024 | 2023 | Increase% (Decrease) | Change |
| --- | ---: | ---: | ---: | ---: |
| North American Towable units | 315,179 | 336,601 | (21,422) | (6.4) |
| North American Motorized units | 39,957 | 45,277 | (5,320) | (11.7) |
| Total | 355,136 | 381,878 | (26,742) | (7.0) |

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.

While we anticipate that near-term demand will be influenced by many factors, including consumer confidence and the level of consumer spending on discretionary products, we believe future retail demand over the longer term will exceed historical, pre-pandemic levels. We believe interest in the RV lifestyle remains high as consumers continue to value the perceived benefits offered by the RV lifestyle, which provides people with the ability to connect with loved ones and nature as well as the potential to get away for short, frequent breaks or longer adventures.

### Company North American Wholesale Statistics

The Company’s North American wholesale RV shipments, for the calendar years ended December 31, 2024 and 2023 to correspond to the North American industry wholesale periods noted above, were as follows:

|  | U.S. and Canada Wholesale Unit Shipments Calendar Year 2024 | 2023 | Increase% (Decrease) | Change |
| --- | ---: | ---: | ---: | ---: |
| North American Towable units | 116,913 | 102,141 | 14,772 | 14.5 |
| North American Motorized units | 16,099 | 21,416 | (5,317) | (24.8) |
| Total | 133,012 | 123,557 | 9,455 | 7.7 |

### Company North American Retail Statistics

Retail statistics of the Company’s North American RV products, as reported by Stat Surveys, for the calendar years ended December 31, 2024 and 2023 to correspond to the North American industry retail periods noted above, were as follows:

|  | U.S. and Canada Retail Unit Registrations Calendar Year 2024 | 2023 | Increase% (Decrease) | Change |
| --- | ---: | ---: | ---: | ---: |
| North American Towable units | 119,656 | 136,468 | (16,812) | (12.3) |
| North American Motorized units | 18,862 | 22,060 | (3,198) | (14.5) |
| Total | 138,518 | 158,528 | (20,010) | (12.6) |

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 RV 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 2025. In addition, due to inflationary pressures, higher current interest rates and other factors, we believe that RV 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 remainder of fiscal 2025 will continue to be negatively impacted by these factors.

Despite the continuing near-term challenges, we remain optimistic about the future of North American retail sales in the long term, as there are many factors driving product 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 ongoing value consumers place on these factors, we expect to see long-term growth in the North American RV industry. The growth in industry-wide RV sales during late calendar year 2020 through early calendar year 2023 resulted in exposing a wider range of consumers to the RV lifestyle. As a result, we believe many of those who have been exposed to the industry for the first time will become future owners once general economic conditions improve, 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 opting for fewer vacations via air travel, cruise ships and hotels, while 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 committed future 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 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 recontenting, material sourcing strategies, efficiency improvements or raising the selling prices for our products by corresponding amounts. We are closely monitoring the potential for the imposition of new or additional U.S tariffs on imports, as well as potential retaliatory tariffs or other measures certain other countries may impose on U.S. imports, that may increase our material costs or disrupt our supply of materials. We are currently uncertain as to the ultimate impact these measures may have given the rapidly changing environment surrounding tariffs and other related political topics. Historically, we have generally been able to offset net cost increases over time.

It is 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. Uncertainties related to changing state and federal emission standards may also negatively impact the availability of chassis used in our production of certain North American motorized RVs and could also impact consumer buying patterns. 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, the supply chain is currently able to support our demand. If any of these 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.

### 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 European Caravan Federation (“ECF”) and its members. On a monthly basis, the Company receives OEM-specific reports for most of the individual member countries that make up the ECF through the Caravaning Industrie Verband e.V. (“CIVD”). The timing of these reports may vary, but typically they are issued on a one-to-two-month lag. While most countries provide OEM-specific information, the United Kingdom, which made up 18.8% and 10.3% of the caravan and motorcaravan (including campervans) European market for the calendar year ended December 31, 2024, 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.

Independent dealer inventory of our European RV products as of January 31, 2025 increased 3.6% to approximately 25,700 units as compared to approximately 24,800 units as of January 31, 2024. In both Germany, which accounts for approximately 60% of our European product sales, and in the other various countries we serve, independent RV dealer inventory levels of our motorized European products are generally in line with historic seasonal levels, while towable inventory is slightly elevated.

THOR’s European RV backlog as of January 31, 2025 decreased $1,102,292, or 40.1%, to $1,644,015 compared to $2,746,307 as of January 31, 2024, primarily due to improved chassis supply availability as chassis constraints in the prior year resulted in significantly elevated backlogs as of January 31, 2024. The current backlog levels remain higher than historic seasonal levels.

### 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) Calendar Year% 2024 | 2023 | Change | Caravan Calendar Year% 2024 | 2023 | Change |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| OEM Reporting Countries (1) | 138,743 | 129,269 | 7.3 | 46,628 | 47,740 | (2.3) |
| Non-OEM Reporting Countries (1) | 21,599 | 17,221 | 25.4 | 14,237 | 16,113 | (11.6) |
| Total | 160,342 | 146,490 | 9.5 | 60,865 | 63,853 | (4.7) |

(1) Industry retail registration statistics have been compiled from individual countries' reporting of retail sales, and include the following countries: Germany, France, Sweden, Netherlands, Norway, Italy, Spain and others, collectively the “OEM Reporting Countries.” The “Non-OEM Reporting Countries” are primarily the United Kingdom and others. 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 Year 2024 | 2023 | Increase% (Decrease) | Change |
| --- | ---: | ---: | ---: | ---: |
| Motorcaravan and Campervan | 34,506 | 27,006 | 7,500 | 27.8 |
| Caravan | 8,398 | 8,704 | (306) | (3.5) |
| Total OEM-Reporting Countries | 42,904 | 35,710 | 7,194 | 20.1 |

(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 assistance 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. End-customer demand for RVs depends strongly on consumer confidence. Factors such as the rate of unemployment, the rate of inflation, private consumption and investments, the level of disposable income of consumers, interest rates, the health of the housing market, tax rates and regulatory restrictions and, 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 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.

We and our independent European dealers market our European recreational vehicles through multiple avenues including at numerous RV fairs at the country and regional levels which occur throughout the calendar year. These fairs have historically been well-attended events that allow retail consumers the ability to see the newest products, features and designs and to talk with product experts in addition to being able to purchase or order an RV. The most recent CMT Show in Stuttgart in late January 2025, which experienced near-record attendance, demonstrates the continued high level of interest and consumer demand in the RV lifestyle. In addition to our attendance at various strategic trade fairs, we have and will continue to strengthen and expand our digital activities 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 recontenting, material sourcing strategies, efficiency improvements or raising the selling prices for our products by corresponding amounts.

While overall chassis supply has improved, disruption in the sequence of chassis supply has in the past, and could in the future, inhibit our ability to efficiently and consistently maintain our planned production levels. Uncertainties related to changing emission standards may also negatively impact the availability of chassis used in our production of certain European motorized RVs and could also impact consumer buying patterns.

Where possible, to minimize the future impact of supply chain constraints, we have identified a second-source supplier base for certain component parts; however, the engineering requirements associated with an alternate component part, particularly the chassis on which our various units are built, limit the impact of these alternative suppliers on reducing any near-term supply constraints.

In addition to potential future material supply constraints, labor shortages have in the past, and could in the future, impact our European operations given the numerous locations where our manufacturing sites are located and the differing availability of skilled labor in those locations.

### Three Months Ended January 31, 2025 Compared to the Three Months Ended January 31, 2024

| NET SALES: Recreational vehicles | Three Months Ended January 31, 2025 | Three Months Ended January 31, 2024 | Change Amount | % Change |
| --- | ---: | ---: | ---: | ---: |
| North American Towable | $828,266 | $730,968 | $97,298 | 13.3 |
| North American Motorized | 446,298 | 570,424 | (124,126) | (21.8) |
| Total North America | 1,274,564 | 1,301,392 | (26,828) | (2.1) |
| European | 612,465 | 782,294 | (169,829) | (21.7) |
| Total recreational vehicles | 1,887,029 | 2,083,686 | (196,657) | (9.4) |
| Other | 185,653 | 166,534 | 19,119 | 11.5 |
| Intercompany eliminations | (54,575) | (42,851) | (11,724) | (27.4) |
| Total | $2,018,107 | $2,207,369 | $(189,262) | (8.6) |

| # OF UNITS: Recreational vehicles |  |  |  |  |
| --- | ---: | ---: | ---: | ---: |
| North American Towable | 28,013 | 21,958 | 6,055 | 27.6 |
| North American Motorized | 3,526 | 4,438 | (912) | (20.5) |
| Total North America | 31,539 | 26,396 | 5,143 | 19.5 |
| European | 9,442 | 13,080 | (3,638) | (27.8) |
| Total | 40,981 | 39,476 | 1,505 | 3.8 |

| GROSS PROFIT: Recreational vehicles |  | % of Segment Net Sales |  | % of Segment Net Sales | Change Amount | % Change |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| North American Towable | $91,646 | 11.1 | $53,897 | 7.4 | $37,749 | 70.0 |
| North American Motorized | 34,741 | 7.8 | 60,721 | 10.6 | (25,980) | (42.8) |
| Total North America | 126,387 | 9.9 | 114,618 | 8.8 | 11,769 | 10.3 |
| European | 80,929 | 13.2 | 119,325 | 15.3 | (38,396) | (32.2) |
| Total recreational vehicles | 207,316 | 11.0 | 233,943 | 11.2 | (26,627) | (11.4) |
| Other, net | 37,881 | 20.4 | 36,904 | 22.2 | 977 | 2.6 |
| Total | $245,197 | 12.1 | $270,847 | 12.3 | $(25,650) | (9.5) |

| SELLING, GENERAL AND ADMINISTRATIVE EXPENSES: Recreational vehicles |  |  |  |  |  |  |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| North American Towable | $59,333 | 7.2 | $56,006 | 7.7 | $3,327 | 5.9 |
| North American Motorized | 27,033 | 6.1 | 30,792 | 5.4 | (3,759) | (12.2) |
| Total North America | 86,366 | 6.8 | 86,798 | 6.7 | (432) | (0.5) |
| European | 67,296 | 11.0 | 69,263 | 8.9 | (1,967) | (2.8) |
| Total recreational vehicles | 153,662 | 8.1 | 156,061 | 7.5 | (2,399) | (1.5) |
| Other | 19,420 | 10.5 | 19,049 | 11.4 | 371 | 1.9 |
| Corporate | 33,140 | — | 45,015 | — | (11,875) | (26.4) |
| Total | $206,222 | 10.2 | $220,125 | 10.0 | $(13,903) | (6.3) |

30

| INCOME (LOSS) BEFORE INCOME TAXES: Recreational vehicles | Three Months Ended January 31, 2025 | % of Segment Net Sales | Three Months Ended January 31, 2024 | % of Segment Net Sales | Change Amount | % Change |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| North American Towable | $28,152 | 3.4 | $661 | 0.1 | $27,491 | 4,159.0 |
| North American Motorized | 4,298 | 1.0 | 26,460 | 4.6 | (22,162) | (83.8) |
| Total North America | 32,450 | 2.5 | 27,121 | 2.1 | 5,329 | 19.6 |
| European | 2,210 | 0.4 | 38,057 | 4.9 | (35,847) | (94.2) |
| Total recreational vehicles | 34,660 | 1.8 | 65,178 | 3.1 | (30,518) | (46.8) |
| Other, net | 8,268 | 4.5 | 7,343 | 4.4 | 925 | 12.6 |
| Corporate | (44,528) | — | (65,627) | — | 21,099 | 32.1 |
| Total | $(1,600) | (0.1) | $6,894 | 0.3 | $(8,494) | (123.2) |

| ORDER BACKLOG: Recreational vehicles | As of January 31, 2025 | As of January 31, 2024 | Change Amount | % Change |
| --- | ---: | ---: | ---: | ---: |
| North American Towable | $1,073,758 | $836,202 | $237,556 | 28.4 |
| North American Motorized | 1,124,735 | 1,072,687 | 52,048 | 4.9 |
| Total North America | 2,198,493 | 1,908,889 | 289,604 | 15.2 |
| European | 1,644,015 | 2,746,307 | (1,102,292) | (40.1) |
| Total | $3,842,508 | $4,655,196 | $(812,688) | (17.5) |

### CONSOLIDATED

Consolidated net sales for the three months ended January 31, 2025 decreased $189,262, or 8.6%, compared to the three months ended January 31, 2024. Approximately 30.3% of the Company’s consolidated net sales for the quarter ended January 31, 2025 were transacted in a currency other than the U.S. dollar. The Company’s most material exchange rate exposure is sales in Euros. The $189,262 decrease in consolidated net sales includes a decrease of $21,953 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 three months ended January 31, 2025 decreased $25,650, or 9.5%, compared to the three months ended January 31, 2024. Consolidated gross profit was 12.1% of consolidated net sales for the three months ended January 31, 2025 and 12.3% for the three months ended January 31, 2024. 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 quarter compared to the prior-year quarter.

Selling, general and administrative expenses for the three months ended January 31, 2025 decreased $13,903, or 6.3%, compared to the three months ended January 31, 2024, primarily due to the overall decrease in Corporate selling, general and administrative expense as discussed below, as well as the impact of the 8.6% decrease in consolidated net sales and the decrease in consolidated income before income taxes, which resulted in lower related sales commissions and other incentive compensation.

The decrease in Other income, net of $16,246 for the three months ended January 31, 2025 as compared to the three months ended January 31, 2024 is primarily due to the unfavorable changes in Corporate other income and expenses as discussed below as well as larger gains on the dispositions of property, plant and equipment in the prior-year quarter.

The decrease of $8,494, or 123.2%, in income (loss) before income taxes for the three months ended January 31, 2025 as compared to the three months ended January 31, 2024 was primarily driven by the decrease in consolidated net sales.

The overall effective income tax rate for the three months ended January 31, 2025 was (93.1)% compared with 22.7% for the three months ended January 31, 2024. The year-over-year change is a result of the jurisdictional mix of earnings between foreign and domestic operations, inclusive of non-deductible foreign exchange losses not subject to taxation, which had a greater percentage impact on the effective income tax rate during the three months ended January 31, 2025 as compared to the prior-year quarter.

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

Corporate costs included in consolidated selling, general and administrative expenses decreased $11,875 for the three months ended January 31, 2025 compared to the three months ended January 31, 2024. This decrease included a decrease in deferred compensation expense of $7,092 due to market value fluctuations between the two periods, which was primarily offset by the decrease in other income related to the deferred compensation plan assets noted below. Legal and professional fees also decreased $7,907, primarily due to the prior-year period including $7,175 in third-party fees related to the November 2023 debt refinancing. These decreases were partially offset by the prior-year quarter including $4,200 of income from adjustments made related to the matters discussed in Note 14 to the Condensed Consolidated Financial Statements.

Net expense in Corporate interest and other income and expense decreased $9,224 for the three months ended January 31, 2025 compared to the three months ended January 31, 2024. Net interest expense decreased $14,835 primarily due to lower average outstanding debt balances and lower interest rates, in addition to the prior-year interest expense including debt extinguishment charges of $7,566 related to the November 2023 debt refinancing. In addition, there was a favorable change of $1,800 in the non-cash foreign currency adjustments related to certain Euro-denominated loans compared to the prior-year period. These favorable changes were partially offset by a decrease of $8,371 in other income on the fair value of the Company's deferred compensation plan assets due to market value fluctuations between the two periods.

### Segment Reporting

### NORTH AMERICAN TOWABLE RECREATIONAL VEHICLES

Analysis of the change in net sales for the three months ended January 31, 2025 compared to the three months ended January 31, 2024:

| Three Months Ended January 31, 2025 % of Segment Net Sales Three Months Ended January 31, 2024 % of Segment Net Sales NET SALES: North American Towable | Change Amount | % Change |
| --- | ---: | ---: |
| Travel Trailers $518,620 62.6 $471,483 64.5 | $47,137 | 10.0 |
| Fifth Wheels 309,646 37.4 259,485 35.5 | 50,161 | 19.3 |
| Total North American Towable $828,266 100.0 $730,968 100.0 | $97,298 | 13.3 |
| **Three Months Ended January 31, 2025** **% of Segment Shipments** **Three Months Ended January 31, 2024** **% of Segment Shipments** | **Change Amount** | **% Change** |
| **# OF UNITS:** |  |  |
| North American Towable |  |  |
| Travel Trailers 23,140 82.6 17,652 80.4 | 5,488 | 31.1 |
| Fifth Wheels 4,873 17.4 4,306 19.6 | 567 | 13.2 |
| Total North American Towable 28,013 100.0 21,958 100.0 | 6,055 | 27.6 |
| **IMPACT OF CHANGE IN PRODUCT MIX AND PRICE ON NET SALES:** |  | **% Change** |
| North American Towable |  |  |
| Travel Trailers |  | (21.1) |
| Fifth Wheels |  | 6.1 |
| Total North American Towable |  | (14.3) |

The increase in total North American Towable net sales of 13.3% compared to the prior-year quarter resulted from a 27.6% increase in unit shipments and a 14.3% decrease in the overall net price per unit due to the combined impact of changes in product mix and price. The increase in unit shipments is primarily due to the higher demand for the lower-cost travel trailer units, which increased 31.1% over the prior-year quarter. According to statistics published by RVIA, for the three months ended January 31, 2025, combined North American travel trailer and fifth wheel wholesale unit shipments increased 11.2% compared to the same period last year. According to the most recently published statistics from Stat Surveys, for the three months ended December 31, 2024 and 2023, our North American market share for travel trailers and fifth wheels combined was 36.1% and 39.7%, 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 decrease in the overall net price per unit within the travel trailer product line of 21.1% was primarily due to a change in product mix trending toward the more moderately-priced units as compared to the prior-year quarter. The increase in the overall net price within the fifth wheel product line of 6.1% was primarily due to product mix changes and lower sales discounting as compared to the prior-year quarter.

North American Towable cost of products sold increased $59,549 to $736,620, or 88.9% of North American Towable net sales, for the three months ended January 31, 2025 compared to $677,071, or 92.6% of North American Towable net sales, for the three months ended January 31, 2024. Changes in material, labor, freight-out and warranty costs comprised $60,277 of the $59,549 increase in cost of products sold. Material, labor, freight-out and warranty costs as a combined percentage of North American Towable net sales decreased to 79.8% for the three months ended January 31, 2025 compared to 82.2% for the three months ended January 31, 2024, primarily due to a decrease in the material cost percentage from the combined net favorable impacts of lower sales discounting and cost-saving initiatives. The warranty cost percentage also improved.

Total manufacturing overhead decreased a slight $728 in correlation with the net sales increase, but decreased as a percentage of North American Towable net sales from 10.4% to 9.1% as the increased net sales levels resulted in lower overhead costs per unit sold.

The increase in North American Towable gross profit of $37,749 for the three months ended January 31, 2025 compared to the three months ended January 31, 2024 was driven by the increase in North American Towable net sales, and the increase in the gross profit percentage is due to the decrease in the cost of products sold percentage noted above.

The increase in North American Towable selling, general and administrative expenses of $3,327 for the three months ended January 31, 2025 compared to the three months ended January 31, 2024 was primarily due to the increase in North American Towable net sales and income before income taxes causing related commissions, incentive and other compensation costs to increase by $3,448. The decrease in the overall selling, general and administrative expense as a percentage of North American Towable net sales is primarily due to the increase in net sales.

The increase in North American Towable income before income taxes of $27,491 for the three months ended January 31, 2025 compared to the three months ended January 31, 2024 was primarily due to the increase in North American Towable net sales, while North American Towable income before income taxes as a percentage of North American Towable net sales increased primarily due to the decrease in the cost of products sold percentage noted above.

### NORTH AMERICAN MOTORIZED RECREATIONAL VEHICLES

Analysis of the change in net sales for the three months ended January 31, 2025 compared to the three months ended January 31, 2024:

| Three Months Ended January 31, 2025 % of Segment Net Sales Three Months Ended January 31, 2024 % of Segment Net Sales NET SALES: North American Motorized | Change Amount | % Change |
| --- | ---: | ---: |
| Class A $148,009 33.2 $178,308 31.3 | $(30,299) | (17.0) |
| Class C 204,053 45.7 275,632 48.3 | (71,579) | (26.0) |
| Class B 94,236 21.1 116,484 20.4 | (22,248) | (19.1) |
| Total North American Motorized $446,298 100.0 $570,424 100.0 | $(124,126) | (21.8) |
| **Three Months Ended January 31, 2025** **% of Segment Shipments** **Three Months Ended January 31, 2024** **% of Segment Shipments** | **Change Amount** | **% Change** |
| **# OF UNITS:** |  |  |
| North American Motorized |  |  |
| Class A 847 24.0 875 19.7 | (28) | (3.2) |
| Class C 1,902 53.9 2,539 57.2 | (637) | (25.1) |
| Class B 777 22.1 1,024 23.1 | (247) | (24.1) |
| Total North American Motorized 3,526 100.0 4,438 100.0 | (912) | (20.5) |
| **IMPACT OF CHANGE IN PRODUCT MIX AND PRICE ON NET SALES:** |  | **% Change** |
| North American Motorized |  |  |
| Class A |  | (13.8) |
| Class C |  | (0.9) |
| Class B |  | 5.0 |
| Total North American Motorized |  | (1.3) |

The decrease in total North American Motorized net sales of 21.8% compared to the prior-year quarter resulted from a 20.5% decrease in unit shipments and a 1.3% decrease in the overall net price per unit due to the impact of changes in product mix and price. 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. According to statistics published by RVIA, for the three months ended January 31, 2025, combined North American motorhome wholesale unit shipments decreased 19.1% compared to the same period last year. According to the most recently published statistics from Stat Surveys, for the three months ended December 31, 2024 and 2023, our North American market share for motorhomes was 46.2% and 47.3%, 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 decrease in the overall net price per unit within the Class A product line of 13.8% was primarily due to product mix changes, primarily a higher concentration of the more moderately-priced gas units as opposed to the higher-priced diesel units in the current-year quarter, in addition to higher discounting levels. The decrease in the overall net price per unit within the Class C product line of 0.9% was primarily due to higher discounting levels. The increase in the overall net price per unit within the Class B product line of 5.0% was primarily due to increases from product mix changes and selective net selling price increases being partially offset by higher discounting levels since the prior-year quarter.

North American Motorized cost of products sold decreased $98,146 to $411,557, or 92.2% of North American Motorized net sales, for the three months ended January 31, 2025 compared to $509,703, or 89.4% of North American Motorized net sales, for the three months ended January 31, 2024. The changes in material, labor, freight-out and warranty costs comprised $91,286 of the $98,146 decrease primarily due to the decreased net sales volume. Material, labor, freight-out and warranty costs as a combined percentage of North American Motorized net sales increased to 84.6% for the three months ended January 31, 2025 compared to 82.3% for the three months ended January 31, 2024, with the increase mainly due to an increase in the material cost percentage, primarily due to increased sales discounting, partially offset by a decrease in the warranty cost percentage.

Total manufacturing overhead decreased $6,860 in correlation with the net sales decrease, but increased as a percentage of North American Motorized from 7.1% to 7.6% as the decrease in net sales levels resulted in higher overhead costs per unit sold.

The decrease in North American Motorized gross profit of $25,980 for the three months ended January 31, 2025 compared to the three months ended January 31, 2024 was driven by the decrease in North American Motorized 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 Motorized selling, general and administrative expenses of $3,759 for the three months ended January 31, 2025 compared to the three months ended January 31, 2024 was primarily due to the decreases in North American Motorized net sales and income before income taxes, which caused related commissions, incentive and other compensation to decrease by $4,160. The increase in the overall selling, general and administrative expense as a percentage of North American Motorized net sales is primarily due to the decrease in North American Motorized net sales.

The decrease in North American Motorized income before income taxes of $22,162 for the three months ended January 31, 2025 compared to the three months ended January 31, 2024 was primarily due to the decrease in North American Motorized net sales, and the primary reasons for the decrease in percentage were the increases in the cost of products sold and selling, general and administrative expense percentages noted above.

### EUROPEAN RECREATIONAL VEHICLES

Analysis of the change in net sales for the three months ended January 31, 2025 compared to the three months ended January 31, 2024:

| NET SALES: European | Three Months Ended January 31, 2025 | % of Segment Net Sales | Three Months Ended January 31, 2024 | % of Segment Net Sales | Change Amount | % Change |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Motorcaravan | $335,646 | 54.8 | $424,813 | 54.3 | $(89,167) | (21.0) |
| Campervan | 165,964 | 27.1 | 244,724 | 31.3 | (78,760) | (32.2) |
| Caravan | 42,180 | 6.9 | 51,087 | 6.5 | (8,907) | (17.4) |
| Other | 68,675 | 11.2 | 61,670 | 7.9 | 7,005 | 11.4 |
| Total European | $612,465 | 100.0 | $782,294 | 100.0 | $(169,829) | (21.7) |
|  | **Three Months Ended January 31, 2025** | **% of Segment Shipments** | **Three Months Ended January 31, 2024** | **% of Segment Shipments** | **Change Amount** | **% Change** |
| **# OF UNITS:** |  |  |  |  |  |  |
| European |  |  |  |  |  |  |
| Motorcaravan | 4,471 | 47.4 | 5,563 | 42.5 | (1,092) | (19.6) |
| Campervan | 3,138 | 33.2 | 5,382 | 41.1 | (2,244) | (41.7) |
| Caravan | 1,833 | 19.4 | 2,135 | 16.4 | (302) | (14.1) |
| Total European | 9,442 | 100.0 | 13,080 | 100.0 | (3,638) | (27.8) |

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

| European | Foreign Currency % | Mix and Price % | % Change |
| --- | ---: | ---: | ---: |
| Motorcaravan | (2.8) | 1.4 | (1.4) |
| Campervan | (2.8) | 12.3 | 9.5 |
| Caravan | (2.8) | (0.5) | (3.3) |
| Total European | (2.8) | 8.9 | 6.1 |

The decrease in total European Recreational Vehicle net sales of 21.7% compared to the prior-year quarter resulted from a 27.8% decrease in unit shipments offset in part by a 6.1% increase in the overall net price per unit due to the total combined impact of changes in foreign currency, product mix and price. The decrease in European Recreational Vehicle net sales of $169,829 includes a decrease of $21,953, or 2.8% netted in the 27.8% decrease, due to the decrease in foreign exchange rates compared to the prior-year quarter.

The overall net price per unit increase of 6.1% includes a 2.8% decrease due to the impact of foreign currency exchange rate changes and an 8.9% increase due to the combined impact of product mix and price, primarily due to the higher concentration of Motorcaravan sales in the current-year quarter due to improved chassis supply and fewer other component constraints compared to the prior-year quarter.

The constant-currency increase in the overall net price per unit within the Motorcaravan product line of 1.4% was primarily due to the impact of selective net selling price increases and product mix changes, partially offset by increased sales discounting. The constant-currency increase in the overall net price per unit within the Campervan product line of 12.3% was primarily due to the current-year quarter including a higher concentration of Campervan units with a purchased chassis that is included in the unit sales price as opposed to units with a customer-supplied chassis that is not included in the unit sales price. The constant-currency decrease in the Caravan product line of 0.5% was primarily due to increased sales discounting.

European Recreational Vehicle cost of products sold decreased $131,433 to $531,536, or 86.8% of European Recreational Vehicle net sales, for the three months ended January 31, 2025 compared to $662,969, or 84.7% of European Recreational Vehicle net sales, for the three months ended January 31, 2024. Changes in material, labor, freight-out and warranty costs comprised $125,682 of the $131,433 decrease. Material, labor, freight-out and warranty costs as a combined percentage of European Recreational Vehicle net sales was flat at 73.6% for both the three months ended January 31, 2025 and the three months ended January 31, 2024 as a result of a slight increase in the material cost percentage being offset by a decrease in the warranty cost percentage.

Total manufacturing overhead decreased $5,751 with the decrease in net sales but increased as a percentage of European Recreational Vehicle net sales from 11.1% to 13.2% primarily due to the net sales decrease resulting in higher overhead costs per unit sold.

The decrease in European Recreational Vehicle gross profit of $38,396 for the three months ended January 31, 2025 compared to the three months ended January 31, 2024 was primarily due to the decrease in European Recreational Vehicle net sales, and the decrease in the gross profit percentage is primarily due to the increase in the manufacturing overhead percentage noted above.

European Recreational Vehicle selling, general and administrative expenses decreased $1,967 for the three months ended January 31, 2025 compared to the three months ended January 31, 2024 and included a decrease in sales-related travel, advertising and promotional costs of $1,504 in correlation with the decrease in European Recreational Vehicle net sales, and the decrease in European Recreational Vehicle net sales and income before income taxes also caused related commissions, incentive and other compensation to decrease by $929. The increase in the overall selling, general and administrative expense as a percentage of European Recreational Vehicle net sales is primarily due to the decrease in European Recreational Vehicle net sales noted above.

The decrease in European Recreational Vehicle income before income taxes of $35,847 for the three months ended January 31, 2025 compared to the three months ended January 31, 2024 was primarily due to the decrease in European Recreational Vehicle 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.

### Six Months Ended January 31, 2025 Compared to the Six Months Ended January 31, 2024

| NET SALES: Recreational vehicles | Six Months Ended January 31, 2025 | Six Months Ended January 31, 2024 | Change Amount | % Change |
| --- | ---: | ---: | ---: | ---: |
| North American Towable | $1,727,044 | $1,676,422 | $50,622 | 3.0 |
| North American Motorized | 951,506 | 1,281,583 | (330,077) | (25.8) |
| Total North America | 2,678,550 | 2,958,005 | (279,455) | (9.4) |
| European | 1,217,368 | 1,490,495 | (273,127) | (18.3) |
| Total recreational vehicles | 3,895,918 | 4,448,500 | (552,582) | (12.4) |
| Other | 379,164 | 365,455 | 13,709 | 3.8 |
| Intercompany eliminations | (114,191) | (105,827) | (8,364) | (7.9) |
| Total | $4,160,891 | $4,708,128 | $(547,237) | (11.6) |

| # OF UNITS: Recreational vehicles |  |  |  |  |
| --- | ---: | ---: | ---: | ---: |
| North American Towable | 58,031 | 50,065 | 7,966 | 15.9 |
| North American Motorized | 7,267 | 10,020 | (2,753) | (27.5) |
| Total North America | 65,298 | 60,085 | 5,213 | 8.7 |
| European | 18,077 | 24,972 | (6,895) | (27.6) |
| Total | 83,375 | 85,057 | (1,682) | (2.0) |

| GROSS PROFIT: Recreational vehicles |  | % of Segment Net Sales |  | % of Segment Net Sales | Change Amount | % Change |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| North American Towable | $204,083 | 11.8 | $171,908 | 10.3 | $32,175 | 18.7 |
| North American Motorized | 77,468 | 8.1 | 140,113 | 10.9 | (62,645) | (44.7) |
| Total North America | 281,551 | 10.5 | 312,021 | 10.5 | (30,470) | (9.8) |
| European | 173,577 | 14.3 | 242,153 | 16.2 | (68,576) | (28.3) |
| Total recreational vehicles | 455,128 | 11.7 | 554,174 | 12.5 | (99,046) | (17.9) |
| Other, net | 71,511 | 18.9 | 74,605 | 20.4 | (3,094) | (4.1) |
| Total | $526,639 | 12.7 | $628,779 | 13.4 | $(102,140) | (16.2) |

| SELLING, GENERAL AND ADMINISTRATIVE EXPENSES: Recreational vehicles |  |  |  |  |  |  |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| North American Towable | $123,636 | 7.2 | $119,822 | 7.1 | $3,814 | 3.2 |
| North American Motorized | 57,400 | 6.0 | 69,267 | 5.4 | (11,867) | (17.1) |
| Total North America | 181,036 | 6.8 | 189,089 | 6.4 | (8,053) | (4.3) |
| European | 147,023 | 12.1 | 148,952 | 10.0 | (1,929) | (1.3) |
| Total recreational vehicles | 328,059 | 8.4 | 338,041 | 7.6 | (9,982) | (3.0) |
| Other | 38,894 | 10.3 | 36,818 | 10.1 | 2,076 | 5.6 |
| Corporate | 79,466 | — | 63,162 | — | 16,304 | 25.8 |
| Total | $446,419 | 10.7 | $438,021 | 9.3 | $8,398 | 1.9 |

39

| INCOME (LOSS) BEFORE INCOME TAXES: Recreational vehicles | Six Months Ended January 31, 2025 | % of Segment Net Sales | Six Months Ended January 31, 2024 | % of Segment Net Sales | Change Amount | % Change |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| North American Towable | $74,973 | 4.3 | $49,910 | 3.0 | $25,063 | 50.2 |
| North American Motorized | 13,379 | 1.4 | 63,512 | 5.0 | (50,133) | (78.9) |
| Total North America | 88,352 | 3.3 | 113,422 | 3.8 | (25,070) | (22.1) |
| European | 3,387 | 0.3 | 66,824 | 4.5 | (63,437) | (94.9) |
| Total recreational vehicles | 91,739 | 2.4 | 180,246 | 4.1 | (88,507) | (49.1) |
| Other, net | 13,042 | 3.4 | 16,819 | 4.6 | (3,777) | (22.5) |
| Corporate | (107,537) | — | (117,589) | — | 10,052 | 8.5 |
| Total | $(2,756) | (0.1) | $79,476 | 1.7 | $(82,232) | (103.5) |

### CONSOLIDATED

Consolidated net sales for the six months ended January 31, 2025 decreased $547,237, or 11.6%, compared to the six months ended January 31, 2024. Approximately 29.3% of the Company’s consolidated net sales for the six months ended January 31, 2025 were transacted in a currency other than the U.S. dollar. The Company’s most material exchange rate exposure is sales in Euros. The $547,237 decrease in consolidated net sales includes a decrease of $4,056 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 six months ended January 31, 2025 decreased $102,140 compared to the six months ended January 31, 2024. Consolidated gross profit was 12.7% of consolidated net sales for the six months ended January 31, 2025 and 13.4% for the six months ended January 31, 2024. 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 six months ended January 31, 2025 increased $8,398, or 1.9%, compared to the six months ended January 31, 2024. This increase included the impact of the 11.6% decrease in consolidated net sales and the decrease in income (loss) before income taxes, which resulted in lower commissions and other incentive compensation, which was more than offset by the increase in certain Corporate selling, general and administrative expenses as discussed below.

The decrease of $82,232, or 103.5%, in income (loss) before income taxes for the six months ended January 31, 2025 compared to the six months ended January 31, 2024 was primarily driven by the decrease in consolidated net sales.

The overall effective income tax rate for the six months ended January 31, 2025 was (43.7)% compared with 24.0% for the six months ended January 31, 2024. The year-over-year change is a result of the jurisdictional mix of earnings between foreign and domestic operations, inclusive of the non-deductible foreign exchange losses not subject to taxation, which had a greater percentage impact on the effective income tax rate during the six months ended January 31, 2025 as compared to the prior-year period.

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

Corporate costs included in consolidated selling, general and administrative expenses increased $16,304 for the six months ended January 31, 2025 compared to the six months ended January 31, 2024. The increase included an increase in compensation costs of $15,151, primarily due to employee separation costs related to certain headcount reductions in the current-year period, and the prior-year period included income of $14,200 related to the matters discussed in Note 14 to the Condensed Consolidated Financial Statements. This increase also included an increase in deferred compensation expense of $4,032 due to market value fluctuations between the two periods, which was primarily offset by the increase in other income related to the deferred compensation plan assets noted below. These increases were partially offset by a decrease of $9,237 in legal and professional fees, primarily due to the prior-year period including $7,175 of third-party fees related to the November 2023 debt refinancing. In addition, there was a decrease in certain dealer promotional costs of $3,150 and a decrease of $3,450 in costs related to our standby repurchase obligations reserve due to decreases in both dealer inventory levels and repurchase activity compared to the prior-year period.

Net expense from Corporate interest and other income and expense decreased $26,356 for the six months ended January 31, 2025 compared to the six months ended January 31, 2024. Net interest expense decreased by $19,620 primarily due to lower average outstanding debt balances and lower interest rates coupled with the prior-year interest expense including debt extinguishment charges of $7,566 related to the November 2023 debt refinancing. In addition, the recorded operating results of our equity investments as discussed in Note 8 to the Condensed Consolidated Financial Statements improved by $4,932 in the current-year period as compared to the prior-year period, and there were favorable changes of $2,835 and $2,629 in the fair value of the Company’s deferred compensation assets and certain other equity investments due to market value fluctuations between the two periods. These favorable changes were partially offset by an unfavorable change of $3,774 in the non-cash foreign currency gains on certain Euro-denominated loans.

### Segment Reporting

### NORTH AMERICAN TOWABLE RECREATIONAL VEHICLES

Analysis of the change in net sales for the six months ended January 31, 2025 compared to the six months ended January 31, 2024:

| Six Months Ended January 31, 2025 % of Segment Net Sales Six Months Ended January 31, 2024 % of Segment Net Sales NET SALES: North American Towable | Change Amount | % Change |
| --- | ---: | ---: |
| Travel Trailers $1,121,315 64.9 $1,091,021 65.1 | $30,294 | 2.8 |
| Fifth Wheels 605,729 35.1 585,401 34.9 | 20,328 | 3.5 |
| Total North American Towable $1,727,044 100.0 $1,676,422 100.0 | $50,622 | 3.0 |
| **Six Months Ended January 31, 2025** **% of Segment Shipments** **Six Months Ended January 31, 2024** **% of Segment Shipments** | **Change Amount** | **% Change** |
| **# OF UNITS:** |  |  |
| North American Towable |  |  |
| Travel Trailers 48,598 83.7 40,282 80.5 | 8,316 | 20.6 |
| Fifth Wheels 9,433 16.3 9,783 19.5 | (350) | (3.6) |
| Total North American Towable 58,031 100.0 50,065 100.0 | 7,966 | 15.9 |
| **IMPACT OF CHANGE IN PRODUCT MIX AND PRICE ON NET SALES:** |  | **% Change** |
| North American Towable |  |  |
| Travel Trailers |  | (17.8) |
| Fifth Wheels |  | 7.1 |
| Total North American Towable |  | (12.9) |

41

The increase in total North American Towable net sales of 3.0% compared to the prior-year period resulted from a 15.9% increase in unit shipments and a 12.9% decrease in the overall net price per unit due to the combined impact of changes in product mix and price. The increase in unit shipments was primarily due to the recent heightened demand for the lower-cost travel trailer units as compared to the prior-year period. According to statistics published by RVIA, for the six months ended January 31, 2025, combined North American travel trailer and fifth wheel wholesale unit shipments increased 10.1% compared to the same period last year. According to the most recently published statistics from Stat Surveys, for the six-month periods ended December 31, 2024 and 2023, our North American market share for travel trailers and fifth wheels combined was 37.7% and 40.6%, respectively. Comparisons of Company shipments to industry shipments on an interim basis would not necessarily be indicative of the results expected for a full fiscal year.

The decrease in the overall net price per unit within the travel trailer product line of 17.8% was primarily due to a change in product mix trending toward more moderately-priced units as compared to the prior-year period. The increase within the fifth wheel product line of 7.1% was primarily due to product mix changes and lower sales discounting as compared to the prior-year period.

North American Towable cost of products sold increased $18,447 to $1,522,961, or 88.2% of North American Towable net sales, for the six months ended January 31, 2025 compared to $1,504,514, or 89.7% of North American Towable net sales, for the six months ended January 31, 2024. Changes in material, labor, freight-out and warranty costs comprised $16,287 of the $18,447 increase in cost of products sold. Material, labor, freight-out and warranty costs as a combined percentage of North American Towable net sales were 79.5% for the six months ended January 31, 2025 compared to 80.9% for the six months ended January 31, 2024, primarily due to a decrease in the material cost percentage from the combined favorable impacts of lower sales discounting and cost-saving initiatives. The warranty cost percentage also improved.

Total manufacturing overhead increased $2,160 in correlation with the increase in sales and decreased as a percentage of North American Towable net sales from 8.8% to 8.7%.

The increase of $32,175 in North American Towable gross profit for the six months ended January 31, 2025 compared to the six months ended January 31, 2024 was driven by the increase in North American Towable net sales and the increase in the gross profit percentage is due to the decrease in the cost of products sold percentage noted above.

The increase of $3,814 in North American Towable selling, general and administrative expenses for the six months ended January 31, 2025 compared to the six months ended January 31, 2024 was primarily due to the impact of the increase in North American Towable net sales and income before income taxes, which caused related commissions, incentive and other compensation to increase by $3,737.

The increase of $25,063 in North American Towable income before income taxes for the six months ended January 31, 2025 compared to the six months ended January 31, 2024 was primarily due to the increase in North American Towable net sales, and the primary reason for the increase in percentage was the decrease in the cost of products sold percentage noted above.

### NORTH AMERICAN MOTORIZED RECREATIONAL VEHICLES

Analysis of the change in net sales for the six months ended January 31, 2025 compared to the six months ended January 31, 2024:

| Six Months Ended January 31, 2025 % of Segment Net Sales Six Months Ended January 31, 2024 % of Segment Net Sales NET SALES: North American Motorized | Change Amount | % Change |
| --- | ---: | ---: |
| Class A $304,585 32.0 $386,219 30.1 | $(81,634) | (21.1) |
| Class C 438,280 46.1 609,408 47.6 | (171,128) | (28.1) |
| Class B 208,641 21.9 285,956 22.3 | (77,315) | (27.0) |
| Total North American Motorized $951,506 100.0 $1,281,583 100.0 | $(330,077) | (25.8) |
| **Six Months Ended January 31, 2025** **% of Segment Shipments** **Six Months Ended January 31, 2024** **% of Segment Shipments** | **Change Amount** | **% Change** |
| **# OF UNITS:** |  |  |
| North American Motorized |  |  |
| Class A 1,603 22.1 1,955 19.5 | (352) | (18.0) |
| Class C 3,947 54.3 5,584 55.7 | (1,637) | (29.3) |
| Class B 1,717 23.6 2,481 24.8 | (764) | (30.8) |
| Total North American Motorized 7,267 100.0 10,020 100.0 | (2,753) | (27.5) |
| **IMPACT OF CHANGE IN PRODUCT MIX AND PRICE ON NET SALES:** |  | **% Change** |
| North American Motorized |  |  |
| Class A |  | (3.1) |
| Class C |  | 1.2 |
| Class B |  | 3.8 |
| Total North American Motorized |  | 1.7 |

The decrease in total North American Motorized net sales of 25.8% compared to the prior-year period resulted from a 27.5% decrease in unit shipments and a 1.7% increase in the overall net price per unit due to the combined impact of changes in product mix and price, which included elevated sales discounts compared to the prior-year period. The decrease in unit shipments was primarily due to a softening in current dealer and consumer demand in comparison with the demand in the prior-year period. According to statistics published by RVIA, for the six months ended January 31, 2025, combined North American motorhome wholesale unit shipments decreased 23.4% compared to the same period last year. According to statistics published by Stat Surveys, for the six-month periods ended December 31, 2024 and 2023, our North American market share for motorhomes was 47.1% and 48.3%, respectively. Comparisons of Company shipments to industry shipments on an interim basis would not necessarily be indicative of the results expected for a full fiscal year.

The decrease in the overall net price per unit within the Class A product line of 3.1%, was primarily due to product mix changes in addition to higher discounting levels. The increases in the overall net price per unit within the Class C product line of 1.2% and the Class B product line of 3.8% were both primarily due to increases from product mix changes and selective net selling price increases being mostly offset by higher discounting levels since the prior-year period.

North American Motorized cost of products sold decreased $267,432 to $874,038, or 91.9% of North American Motorized net sales, for the six months ended January 31, 2025 compared to $1,141,470, or 89.1% of North American Motorized net sales, for the six months ended January 31, 2024. Changes in material, labor, freight-out and warranty costs comprised $254,142 of the $267,432 decrease. Material, labor, freight-out and warranty costs as a combined percentage of North American Motorized net sales increased to 84.8% for the six months ended January 31, 2025 compared to 82.8% for the six months ended January 31, 2024, with the increase due to an increase in the material cost percentage, primarily due to higher sales discounting, partially offset by a decrease in the warranty cost percentage.

Total manufacturing overhead decreased $13,290 with the decrease in net sales but increased as a percentage of North American Motorized net sales from 6.3% to 7.1% as the decrease in net sales levels resulted in higher overhead costs per unit sold.

The decrease of $62,645 in North American Motorized gross profit for the six months ended January 31, 2025 compared to the six months ended January 31, 2024 was driven by the decrease in North American Motorized 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 $11,867 in North American Motorized selling, general and administrative expenses for the six months ended January 31, 2025 compared to the six months ended January 31, 2024 was primarily due to the decreases in North American Motorized net sales and income before income taxes, which caused related commissions, incentive and other compensation to decrease by $9,990. Sales-related travel, advertising and promotional costs also decreased $1,379. The increase in the overall selling, general and administrative expense as a percentage of North American Motorized net sales was primarily due to the decrease in North American Motorized net sales.

The decrease of $50,133 in North American Motorized income before income taxes for the six months ended January 31, 2025 compared to the six months ended January 31, 2024 was primarily due to the decrease in North American Motorized 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.

### EUROPEAN RECREATIONAL VEHICLES

Analysis of the change in net sales for the six months ended January 31, 2025 compared to the six months ended January 31, 2024:

| NET SALES: European | Six Months Ended January 31, 2025 | % of Segment Net Sales | Six Months Ended January 31, 2024 | % of Segment Net Sales | Change Amount | % Change |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Motorcaravan | $653,862 | 53.7 | $771,324 | 51.7 | $(117,462) | (15.2) |
| Campervan | 339,180 | 27.9 | 466,333 | 31.3 | (127,153) | (27.3) |
| Caravan | 75,251 | 6.2 | 115,714 | 7.8 | (40,463) | (35.0) |
| Other | 149,075 | 12.2 | 137,124 | 9.2 | 11,951 | 8.7 |
| Total European | $1,217,368 | 100.0 | $1,490,495 | 100.0 | $(273,127) | (18.3) |
|  | **Six Months Ended January 31, 2025** | **% of Segment Shipments** | **Six Months Ended January 31, 2024** | **% of Segment Shipments** | **Change Amount** | **% Change** |
| **# OF UNITS:** |  |  |  |  |  |  |
| European |  |  |  |  |  |  |
| Motorcaravan | 8,604 | 47.6 | 10,113 | 40.5 | (1,509) | (14.9) |
| Campervan | 6,316 | 34.9 | 10,122 | 40.5 | (3,806) | (37.6) |
| Caravan | 3,157 | 17.5 | 4,737 | 19.0 | (1,580) | (33.4) |
| Total European | 18,077 | 100.0 | 24,972 | 100.0 | (6,895) | (27.6) |

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

| European | Foreign Currency % | Mix and Price % | % Change |
| --- | ---: | ---: | ---: |
| Motorcaravan | (0.3) | — | (0.3) |
| Campervan | (0.3) | 10.6 | 10.3 |
| Caravan | (0.3) | (1.3) | (1.6) |
| Total European | (0.3) | 9.6 | 9.3 |

The decrease in total European Recreational Vehicle net sales of 18.3% compared to the prior-year period resulted from a decrease of 27.6% in unit shipments offset in part by an increase of 9.3% in the overall net price per unit due to the total combined impact of changes in foreign currency, product mix and price. The decrease in European Recreational Vehicle net sales of $273,127 includes a decrease of $4,056, or 0.3% of the 18.3% decrease, due to the decrease in foreign exchange rates since the prior-year period. Sales on a constant-currency basis decreased by 18.1%.

The overall net price per unit increase of 9.3% included a decrease of 0.3% due to the impact of foreign currency exchange rate changes and a constant-currency increase of 9.6% due to the combined impact of product mix and selling price increases, primarily due to the much higher concentration of Motorcaravan sales in the current-year period due primarily to improved supply of chassis and other components in the current-year period compared to the prior-year period.

The overall constant-currency net price per unit within the Motorcaravan product line was the same as the prior-year period as the impact of product mix and selective net selling price increases was offset by increased sales discounting. The constant-currency decrease in the Caravan product line of 1.3% was primarily due to the impact of increased sales discounting. The constant-currency increase in the overall net price per unit within the Campervan product line of 10.6% was primarily due to the current-year period including a higher concentration of Campervan units with a purchased chassis that is included in the unit sales price as opposed to a customer-supplied chassis that is not included in the unit sales price.

European Recreational Vehicle cost of products sold decreased $204,551 to $1,043,791, or 85.7% of European Recreational Vehicle net sales, for the six months ended January 31, 2025 compared to $1,248,342, or 83.8% of European Recreational Vehicle net sales, for the six months ended January 31, 2024. Changes in material, labor, freight-out and warranty costs comprised $199,619 of the $204,551 decrease. Material, labor, freight-out and warranty costs as a combined percentage of European Recreational Vehicle net sales decreased to 72.4% for the six months ended January 31, 2025 compared to 72.6% for the six months ended January 31, 2024, with the decrease primarily due to a decrease in the warranty cost percentage.

Total manufacturing overhead decreased with the decrease in European Recreational Vehicle net sales but increased as a percentage of European Recreational Vehicle net sales from 11.2% to 13.3% primarily due to the sales decrease resulting in higher overhead costs per unit sold.

The decrease of $68,576 in European Recreational Vehicle gross profit for the six months ended January 31, 2025 compared to the six months ended January 31, 2024 was primarily due to the decrease in European Recreational Vehicle net sales, and the decrease in gross profit percentage was primarily due to the increase in the manufacturing overhead percentage noted above.

The decrease of $1,929 in European Recreational Vehicle selling, general and administrative expenses for the six months ended January 31, 2025 compared to the six months ended January 31, 2024 includes the impact of the decrease in European Recreational Vehicle net sales and income before income taxes, which caused related commissions, incentive and other compensation to decrease by $1,714.

The decrease of $63,437 in European Recreational Vehicle income before income taxes for the six months ended January 31, 2025 compared to the six months ended January 31, 2024 was primarily due to the decrease in European Recreational Vehicle net sales. 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.

### Liquidity and Capital Resources

As of January 31, 2025, we had $373,819 in cash and cash equivalents, of which $284,969 was held in the U.S. and the equivalent of $88,850, predominantly in Euros, was held in Europe, compared to $501,316 on July 31, 2024, of which $373,031 was held in the U.S. and the equivalent of $128,285, 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 the $127,497 decrease in cash and cash equivalents are described in more detail below, but the decrease was primarily attributable to cash provided by operations of $61,582 being more than offset by cash used in investing activities of $34,463 and cash used in financing activities of $167,005.

Net working capital at January 31, 2025 was $1,050,077 compared to $1,083,005 at July 31, 2024. Capital expenditures of $51,538 for the six months ended January 31, 2025 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 $855,000 at January 31, 2025. 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 16 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.

Our current estimate of committed and internally approved capital spend for the remainder of fiscal 2025 is approximately $125,000, primarily for certain building 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 will be in North America and one-third in Europe, and that these expenditures will be funded by cash provided by our operating activities.

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

### Operating Activities

Net cash provided by operating activities for the six months ended January 31, 2025 was $61,582 as compared to net cash used in operating activities of $44,200 for the six months ended January 31, 2024.

For the six months ended January 31, 2025, net loss adjusted for non-cash items (primarily depreciation, amortization of intangibles and stock-based compensation) provided $152,565 of operating cash. The change in net working capital resulted in a net use of $90,983 of operating cash during that period, primarily due to a decrease in certain accrued liabilities as a result of the reduction in sales and production when compared to the prior-year period.

For the six months ended 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 working capital resulted in the use of $251,853 of operating cash during that period, primarily due to an increase in chassis inventory as European chassis suppliers continued 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.

### Investing Activities

Net cash used in investing activities for the six months ended January 31, 2025 was $34,463, primarily due to capital expenditures of $51,538 partially offset by proceeds from the dispositions of property, plant and equipment of $21,209.

Net cash used in investing activities for the six months ended January 31, 2024 was $80,943, primarily due to capital expenditures of $78,901.

### Financing Activities

Net cash used in financing activities for the six months ended January 31, 2025 was $167,005, primarily for payments on the term-loan credit facilities of $85,000 and regular quarterly dividend payments of $0.50 per share for each of the first two quarters of fiscal 2025 totaling $53,153.

Net cash provided by financing activities for the six 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 12 to the Condensed Consolidated Financial Statements. Treasury share repurchases of $30,037 were made and regular quarterly dividend payments of $0.48 per share for each of the first two quarters of fiscal 2024 were also made totaling $51,135.

The Company increased its previous regular quarterly dividend of $0.48 per share to $0.50 per share in October 2024. In October 2023, the Company increased its previous regular quarterly dividend of $0.45 per share to $0.48 per share.

### Accounting Standards

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 Statements in Part II, Item 8 of our Annual Report on Form 10-K for the year ended July 31, 2024. 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, 2024.

## Market risk

As filed, 1,370 characters.

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 $365,380 of debt denominated in Euros at January 31, 2025. A hypothetical 10% change in the Euro/U.S. Dollar exchange rate would change our January 31, 2025 debt balance by approximately $36,538.

**INTEREST RATE RISK –** Based on our assumption of the Company’s floating-rate debt levels over the next 12 months, a one-percentage-point increase in interest rates (approximately 16.5% of our weighted-average interest rate at January 31, 2025) would result in an estimated $5,030 reduction in income before income taxes over a one-year period.

## Controls and procedures

As filed, 1,725 characters.

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 January 31, 2025, 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.

## Risk factors

As filed, 3,028 characters.

Before deciding to invest in our Company, in addition to the other information contained in our Annual Report on Form 10-K and other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors discussed in Part I, "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended July 31, 2024, which could materially and adversely affect our business, financial condition, prospects, results of operations and cash flows. In such case, the trading price of our common stock could decline, and you could lose all or part of your investment. The risks described in our most recent Annual Report on Form 10-K are not the only risks we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also materially affect our business, financial condition, results of operations and prospects.

The risk factor described below updates this risk from what was disclosed in “Part 1, Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended July 31, 2024.

***Changes in tax rates, tax legislation or exposure to additional tax liabilities or tariffs could have a negative impact on our results of operations, cash flows, financial condition, dividend payments or strategic plan.***

We are subject to income taxes in the U.S. and numerous foreign jurisdictions. Our domestic and international tax liabilities are dependent upon the location of earnings among, and the applicable tax rates in, these different jurisdictions. Tax rates in various jurisdictions in which we operate or sell our products may increase to fund past or future governmental programs. The United States or other governmental authorities may adjust tax rates, impose new income taxes or indirect taxes, or revise interpretations of existing tax rules and regulations.

Our effective income tax rate could also be affected by changes in the mix of earnings in countries with differing statutory tax rates, changes in statutory rates, changes in the valuation of deferred tax assets and liabilities or changes in tax laws or their interpretation. If our effective tax rate were to increase, or if the ultimate determination of our taxes owed is for an amount in excess of amounts previously accrued, our operating results, cash flow and financial condition could be adversely affected, which, in turn, could negatively impact the availability of cash for dividend payments or our strategic plan.

In addition, the potential for the imposition of new or additional U.S. tariffs on imports as well as potential retaliatory tariffs or other measures certain other countries may impose on U.S. imports has increased with the new U.S. federal administration. These actions could increase our cost of goods sold and negatively impact our business and operating results. Supply chain disruptions and delays as a result of any new tariff policies or trade restrictions could also negatively impact our cost of materials and production processes.

Filed Mar 5, 2025.
Source: SEC EDGAR, the filing index for accession 0000730263-25-000003. Last ingested by Listed: Oct 24, 2026, 14:55 ET. No prices; not investment advice.