FinanceLooker

Excrept from filing document 2025-07-31

The aggregate market value of the voting and non voting common equity held by non affiliates of the registrant as of January 31 2025 was approximately 5 226 billion based on the closing price of the registrant s common shares on January 31 2025 the last business day of the registrant s most recently completed second fiscal quarter Solely for the purpose of this calculation and for no other purpose the non affiliates of the registrant are assumed to be all shareholders of the registrant other than i directors of the registrant ii current executive officers of the registrant who are identified as named executive officers pursuant to Item 10 of the registrant s Annual Report on Form 10 K for the fiscal year ended July 31 2025 and iii any shareholder that beneficially owns 10 or more of the registrant s common stock The exclusion of such persons is not intended nor shall it be deemed to be an admission that such persons are affiliates of the registrant The number of shares of the registrant s common stock outstanding as of September 16 2025 was 52 633 210
Our Company was founded in 1980 and has grown to become the largest manufacturer of recreational vehicles RVs in the world We are also the largest manufacturer of RVs in North America and one of the largest manufacturers of RVs in Europe The Company manufactures a wide variety of RVs in the United States U S and Europe and sells those vehicles as well as related parts and accessories primarily to independent non franchise dealers throughout the United States Canada and Europe We are incorporated in Delaware and are the successor to a corporation of the same name which was incorporated in Nevada on July 29 1980 Our principal executive office is located at 52700 Independence Ct Elkhart Indiana 46514 and our telephone number is 574 970 7460 Our Internet address is
We maintain copies of our recent filings with the Securities and Exchange Commission SEC available free of charge on our web site Unless the context otherwise requires or indicates all references to THOR the Company we our and us refer to THOR Industries Inc and its subsidiaries
Our European recreational vehicle operations include nine primary RV production locations producing numerous brands within Europe including Buccaneer Buerstner Carado CrossCamp Dethleffs Elddis Eriba Etrusco Hymer Laika LMC Niesmann Bischoff Sunlight and Xplore
For the fiscal years ended July 31 2025 2024 and 2023 THOR through its operating subsidiaries is the largest manufacturer of RVs in North America by units sold and revenue based on retail statistics published by Statistical Surveys Inc Stat Surveys and other reported data Our North American operating subsidiaries are as follows
Airstream manufactures and sells premium quality travel trailers and motorhomes Airstream travel trailers are distinguished by their rounded shape and bright aluminum finish and in our opinion constitute the most recognized product in the recreational vehicle industry Airstream manufactures and sells travel trailers under the trade names
Heartland manufactured and sold conventional travel trailers and fifth wheels and included the operations of Heartland Cruiser RV and DRV Heartland manufactured and sold conventional travel trailers and fifth wheels under trade names such as
Jayco manufactures and sells conventional travel trailers fifth wheels and motorhomes and includes the operations of Jayco Starcraft Highland Ridge and Entegra Coach Jayco manufactures and sells conventional travel trailers and fifth wheels under trade names such as
Keystone manufactures and sells conventional travel trailers and fifth wheels and includes the operations of Keystone Dutchmen and CrossRoads Keystone manufactures and sells conventional travel trailers and fifth wheels under trade names such as
KZ manufactures and sells conventional travel trailers and fifth wheels and includes the operations of KZ and Venture RV KZ manufactures and sells conventional travel trailers and fifth wheels under trade names such as
Ace Aria Axis Challenger Chateau Compass Dazzle Delano Echelon Four Winds Gemini Geneva Hurricane Inception Indigo Luminate Magnitude Miramar Omni Outlaw Palazzo Palazzo GT Quantum Resonate Rize Riviera Sanctuary Scope Sequence Tellaro Tiburon Tranquility Tuscany Twist Vegas
The Tiffin Group manufactures and sells conventional motorhomes and includes the operations of Tiffin Motorhomes Inc Tiffin Motorhomes Inc manufactures and sells premium diesel and gasoline Class A Class C and Class B motorhomes under trade names such as
THOR through its Erwin Hymer Group EHG operating subsidiary is a leading manufacturer of recreational vehicles in Europe according to statistics published by the Caravaning Industry Association e V CIVD and the European Caravan Foundation ECF
EHG manufactures motorized and towable recreational vehicles including motorcaravans campervans urban vehicles and caravans in nine primary RV production locations within Europe EHG produces and sells numerous brands primarily within Europe such as Buccaneer Buerstner Carado CrossCamp Dethleffs Elddis Eriba Etrusco Hymer Laika LMC Niesmann Bischoff Sunlight and Xplore In addition EHG s operations include other RV related products and services
Airxcel Inc Airxcel through its operating divisions and subsidiaries including Aqua Hot Cleer Vision Windows Coleman Mach Dicor Products InVision Maxxair MCD Innovations Suburban United Shade Velarium and Vixen Composites manufactures a comprehensive line of high quality RV related products which they sell primarily to RV original equipment manufacturers as well as consumers via aftermarket sales through dealers and retailers
The Company has three reportable segments 1 North American Towable Recreational Vehicles 2 North American Motorized Recreational Vehicles and 3 European Recreational Vehicles The North American Towable Recreational Vehicles reportable segment consists of the following operating segments that have been aggregated Airstream towable Heartland Jayco towable Keystone and KZ The North American Motorized Recreational Vehicles reportable segment consists of the following operating segments that have been aggregated Airstream motorized Jayco motorized Thor Motor Coach and the Tiffin Group The European Recreational Vehicles reportable segment consists solely of the EHG business EHG manufactures a full line of motorized and towable recreational vehicles including motorcaravans campervans urban vehicles and caravans in nine RV production locations within Europe
The operations of the Company s Airxcel and Postle subsidiaries are included in Other in Note 2 to the Consolidated Financial Statements Net sales included in Other primarily relate to the sale of aluminum extrusions and specialized RV component products Intercompany eliminations adjust for Airxcel and Postle sales to the Company s North American Towable and North American Motorized segments which are consummated at established transfer prices generally consistent with the selling prices of such components to third party customers
Total assets include those assets used in the operation of each reportable and non reportable segment and the Corporate assets consist primarily of cash and cash equivalents deferred income taxes deferred compensation plan assets equity and other investments and certain Corporate real estate holdings primarily utilized by certain U S based operating subsidiaries
We manufacture a wide variety of recreational vehicles in the United States and Europe and sell those vehicles as well as related parts and accessories primarily to independent non franchise dealers throughout the United States Canada and Europe North American recreational vehicle classifications are based upon standards established by the RV Industry Association RVIA The principal types of recreational vehicles that we produce in North America include conventional travel trailers and fifth wheels as well as Class A Class C and Class B motorhomes In Europe we produce numerous types of motorized and towable recreational vehicles including motorcaravans campervans urban vehicles caravans and other RV related products and services
Travel trailers are non motorized vehicles which are designed to be towed by passenger automobiles pickup trucks SUVs or vans Travel trailers provide comfortable self contained living facilities for camping vacationing and multiple other purposes Within North America we produce conventional and fifth wheel trailers Conventional trailers are towed by means of a frame hitch attached to the towing vehicle Fifth wheel trailers designed to be towed by pickup trucks are constructed with a raised forward section that is attached to a receiver in the bed area of the pickup truck
A motorhome is a self powered vehicle built on a motor vehicle chassis Motorhomes are self contained with their own lighting heating cooking refrigeration sewage holding and water storage facilities so that they can be utilized without being attached to utilities
Within North America Class A motorhomes generally constructed on medium duty truck chassis are supplied complete with engine and drivetrain components by motor vehicle manufacturers such as Ford Freightliner and The Shyft Group We design manufacture and install the living area and driver s compartment of Class A motorhomes Class C and Class B motorhomes are generally built on a Ford General Motors or Mercedes Benz small truck or van chassis which includes an engine drivetrain components and a finished cab section We construct a living area which has access to the driver s compartment and attaches to the cab section Although they are not designed for permanent or semi permanent living motorhomes can provide comfortable living facilities for camping vacationing and multiple other purposes
In Europe a caravan is a travel trailer which is a non motorized vehicle designed to be towed by passenger automobiles SUVs or vans Caravans provide comfortable self contained living facilities for camping vacationing and multiple other purposes In Europe the focus is on lighter and smaller caravans that can even be towed by small passenger cars
Motorcaravans are similar to the Class A and Class C motorized products in the North American market Motorcaravans include various types such as integrated semi integrated and alcove and are generally constructed on light duty truck chassis supplied complete with engine and drivetrain components by chassis manufacturers such as Stellantis Mercedes Benz and Ford The main difference between European motorcaravans as compared to RVs in the North American market is that the focus in Europe is on lighter and smaller vehicles due to weight restrictions and driving license requirements
An integrated motorcaravan contains driving and passenger space that is completely integrated into the vehicle along with the living area which creates a great feeling of openness The driver passenger and living areas are made of one compartment and form a single unit
A semi integrated motorcaravan is one in which the cab driver passenger compartment belongs to the chassis This means that the existing driver passenger area is complemented by an attached living area As a result the advantages of the basic vehicle are enhanced by mobile living
An alcove motorcaravan is one where there is an additional sleeping space located above the driver s cab This superstructure is called an alcove and it comprises sleeping accommodations for two people Behind the driver s cab is an additional bedroom and a living space with basic equipment
A campervan is comparable to the Class B motorhome in the North American market They are generally built on a Stellantis Mercedes Benz or Ford panel van chassis which includes an engine drivetrain components and a finished cab section A constructed living area provides access to the driver s compartment and attaches to the cab section As they are smaller and more compact than typical motorcaravans a campervan has the advantage of being easier to maneuver and easier to park
An urban vehicle is a multi functional vehicle similar to a minivan which is generally built on a Stellantis or Ford chassis and is mainly used as a family vehicle but has a small removable kitchen and sitting area that can be converted into a sleeping area Additionally these vehicles are equipped with a pop up roof to provide additional sleeping quarters
In order to minimize finished inventory our recreational vehicles in both North America and Europe are generally produced to dealer order Our facilities are designed to provide efficient assembly line manufacturing of products In North America capacity increases can generally be achieved relatively quickly and at relatively low cost largely by acquiring leasing or building additional facilities and equipment and increasing the number of production employees In Europe that process is typically longer and involves higher costs In North America capacity decreases can generally be achieved relatively quickly and at relatively low cost mainly by decreasing the number of production employees In Europe short term capacity decreases can generally be achieved by adjusting work schedules and reducing the number of short term contract and temporary workers Long term capacity reductions in Europe generally involve agreed upon terms with the applicable works council
We purchase many of the components used in the production of our recreational vehicles in their finished form The principal raw materials used in the manufacturing processes for motorhomes including motorcaravans campervans and urban vehicles and travel trailers including caravans are chassis aluminum lumber plywood plastic fiberglass and steel purchased from numerous suppliers
Our relationship with our chassis suppliers is similar to our other RV vendor relationships in that no long term contractual commitments are entered into by either party Historically chassis manufacturers resort to an industry wide allocation system during periods when chassis supply is restricted These allocations are generally based on the volume of chassis previously purchased While we are not dependent on any one supplier we do depend on a consistent supply of chassis from a limited number of chassis suppliers Sales of our motorized RV products including motorhomes motorcaravans campervans and urban vehicles rely on these chassis
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 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 In Europe while the 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
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 supply shortages or delivery delays were to adversely impact our suppliers ability to fully meet our needs for key components our costs of such components and our production output could be adversely affected
In Europe we continued to experience cost increases and intermittent supply shortages and delivery delays of other non chassis raw material components for some brands which negatively impacted the efficiency of our production in the current fiscal year We believe these shortages and delays will improve but could continue to result in production inefficiencies in the near term which would have a negative impact on our operating results due to lost efficiencies as a result of not completing units within the normal production sequence
Where possible we will continue to work closely with our suppliers on various supply chain strategies to minimize any constraints and will work to identify alternative suppliers Furthermore 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 required with an alternate component part particularly the chassis our various units are built upon limit the impact of these alternative suppliers on reducing any near term supply constraints
Generally our North American and European RV operating subsidiaries introduce new or improved lines or models of recreational vehicles each year Changes typically include new sizes and floor plans different decors or design features and engineering and technological improvements
Historically since recreational vehicles were used primarily by vacationers and campers our recreational vehicle sales tend to be seasonal and in most geographical areas tend to be lower during the winter months than in other periods As a result of being primarily used for vacations our recreational vehicle sales are historically lowest during our second fiscal quarter which ends on January 31 of each year In times of high consumer demand or other macro or social disruptions seasonality may differ from the normal patterns noted above
We sell our recreational vehicles primarily to independent non franchise dealers located throughout the United States Canada and Europe Each of our recreational vehicle operating subsidiaries sells to its own network of independent dealers with many dealers carrying more than one of our product lines as well as products from other manufacturers As of July 31 2025 there were approximately 2 400 independent non franchise dealership locations carrying our products in the U S and Canada and approximately 1 100 dealership locations of which two are Company owned carrying our products throughout Europe We believe that the working relationships between the management and sales personnel of our operating entities and the independent dealers provide us with valuable information on customer preferences and the quality and marketability of our products
Our European brands distribute their vehicles in Europe through dealer networks that offer various EHG brands covering all price segments in each region avoiding brand overlap even in regions with two or more dealers that offer EHG brands The European dealer base is comprised primarily of independent dealers although EHG does operate two Company owned dealerships Approximately 49 of independent European dealers sell EHG brands exclusively
Each of our recreational vehicle operating subsidiaries has its own wholesale sales force that works directly with its independent dealers Typically there are wholesale shows held during the year in certain locations within the United States and Europe These shows allow dealers to view new and existing products as well as place orders
Historically the most important retail sales events occur at various consumer recreational vehicle shows or trade fairs which take place throughout the year at different locations across the United States Canada and Europe We believe that we and our dealers are well positioned to reach new and existing RV consumers through a strategic combination of retail shows and digital marketing activities We also benefit in the United States from the recreational vehicle awareness advertising and marketing programs sponsored by the RVIA in national print media and television
In our selection of individual independent dealers we emphasize the dealer s ability to maintain a sufficient inventory of our products as well as their financial stability creditworthiness reputation experience and ability to provide service to the end customer Many dealers particularly in North America carry the recreational vehicle lines of one or more of our competitors Generally our recreational vehicle operating subsidiaries each have separate dealer agreements
One dealer FreedomRoads LLC accounted for approximately 14 0 of our consolidated net sales in fiscal 2025 and for approximately 14 0 and 13 0 in fiscal 2024 and fiscal 2023 respectively This dealer also accounted for approximately 14 0 of the Company s consolidated trade accounts receivable at July 31 2025 and approximately 10 0 at July 31 2024
We generally do not finance dealer purchases Most dealers are financed on a floor plan basis by an unrelated bank or financing company which lends the dealer all or substantially all of the wholesale purchase price and retains a security interest in the vehicles purchased As is customary in the recreational vehicle industry we will generally execute a repurchase agreement with a lending institution financing a dealer s purchase of our products upon the lending institution s request Repurchase agreements provide that typically for a period of up to 18 months after a unit is financed and in the event of default by the dealer and notification from the lending institution of the dealer default we will repurchase all of the applicable or qualifying dealer units repossessed by the lending institution for the amount then due which is often less than 100 of the dealer s cost The risk of loss under repurchase agreements is spread over numerous dealers and is further reduced by the resale value of the units which we would be required to repurchase Estimating the timing and volume of any potential future repurchase demands and the related losses to the Company is difficult and subject to uncertainty The Company s total commercial commitments under standby repurchase obligations on dealer inventory financing as of July 31 2025 and July 31 2024 were 3 484 235 and 3 642 137 respectively Losses incurred related to repurchase agreements that were settled in fiscal 2025 and fiscal 2023 were not material and totaled 7 107 in fiscal 2024
The increase in total North American Recreational Vehicle backlog is primarily due to an increase in North American Motorized backlog which was adversely impacted at July 31 2024 by lower retail sales and dealer and consumer concerns over the higher interest rates and carrying costs at that time
We believe North American dealer inventory levels for most products are generally at or slightly higher than the levels that dealers are comfortable stocking given the current retail sales levels and associated carrying costs We believe dealers will continue to closely evaluate the unit stocking levels that they will elect to carry in future periods which may be less than historical unit stocking levels due to a combination of factors such as retail activity RV wholesale unit prices as well as interest rates and other carrying costs
Backlog represents unfilled dealer orders on a particular day which can and do fluctuate on a seasonal basis The manufacturing time in the recreational vehicle business is relatively short Barring any significant and longer term material supply constraints the existing backlogs of the North American Towable North American Motorized and European Recreational Vehicle segments are generally expected to be filled in the remainder of calendar 2025 and the first half of calendar 2026
In North America we generally provide retail purchasers of our recreational vehicles with a one year or two year limited warranty against defects in materials and workmanship with longer warranties on certain structural components In Europe we generally offer a two year limited warranty on certain structural components and up to a 12 year warranty against water leakage The chassis and engines in our motorized RV products are generally warranted for various periods in excess of one year by their manufacturers
In the countries where we operate and our products are sold we are subject to various vehicle safety and compliance standards Within the United States we are a member of the RVIA a voluntary association of recreational vehicle manufacturers which promulgates recreational vehicle safety standards in the United States We manufacture recreational vehicles in accordance with these standards and in turn are permitted to place an RVIA seal on each of our North American recreational vehicles to certify that the RVIA s standards have been met We also comply with the National Highway Traffic Safety Administration NHTSA in the U S and with similar standards within Canada and Europe as it relates to the safety of our products We rely upon certifications obtained by chassis manufacturers with respect to compliance with applicable motorized vehicle emission control standards and work with chassis manufacturers to ensure they remain compliant with the United States Environmental Protection Agency EPA and state specific requirements including mandates on the production and sale of zero emission vehicles and near zero emission vehicles
Governmental authorities in the regions in which we operate have various environmental control standards relating to air water and noise pollution which affect our business and operations For example these standards which are generally applicable to all companies control our choice of paints our air compressor discharge the handling of our waste water and the noise emitted by our factories among other things
Our facilities are subject to and are periodically inspected by various governmental and industry agencies concerned with health and safety in the workplace to ensure that our facilities and products comply with applicable governmental and industry standards
We believe that our products and facilities comply in all material respects with applicable vehicle safety including those promulgated by NHTSA environmental industry health employee safety and other required regulations We do not believe that ongoing compliance with the existing regulations discussed above will have a material effect in the foreseeable future on our capital expenditures earnings or competitive position However future developments in regulation and or policy could impose significant challenges and costs upon our business operations
The recreational vehicle industry is generally characterized by low barriers to entry The recreational vehicle market is intensely competitive with numerous other manufacturers selling products that compete directly with our products We also compete against consumer demand for used recreational vehicles particularly during periods of economic downturn and against other forms of consumer leisure outdoor or vacation spending priorities We also experience a certain level of competition among our own operating subsidiaries Increased activity in the market for used recreational vehicles may also impact manufacturers sales of new products and varies depending on the availability of and the price differential of used recreational vehicles compared to new units Competition in the recreational vehicle industry is based upon price design value quality and service We believe that the price design value and quality of our products and the warranty coverage and service that we provide allow us to compete favorably for retail purchasers of recreational vehicles and consumer leisure spending There are approximately 80 RV manufacturers in the U S and Canada according to Statistical Surveys Inc and approximately 30 RV manufacturers across Europe according to Caravaning Industry Association e V
Our primary RV competitors within the North American Towable and North American Motorized segments are Forest River Inc and Winnebago Industries Inc We are the largest recreational vehicle manufacturer in North America in terms of both units sold and revenue According to Statistical Surveys Inc for the six months ended June 30 2025 THOR s current combined U S and Canadian market share based on unit retail sales was approximately 39 1 for travel trailers and fifth wheels combined and approximately 48 3 for motorhomes
Our primary RV competitors within the European Recreational Vehicle segment are Trigano Hobby Fendt Knaus Tabbert and various vehicle manufacturers According to CIVD EHG s current European market share for the six months ended June 30 2025 based on unit retail sales was approximately 26 1 for motorcaravans and campervans combined and approximately 17 3 for caravans
We have registered United States trademarks Canadian trademarks German trademarks and certain other international trademarks and licenses carrying the principal trade names and model lines under which our products are marketed We hold and protect certain patents related to our business We are not dependent upon any patents or technology licenses of others for the conduct of our business
Since our founding in 1980 we have been dedicated to our key principles of operating fairly and ethically with stewardship and transparency under our core values of community compassion trustworthiness and adventure We believe in the invigorating power of human connection and commit to our team members by teaching our leaders how to nurture guide and foster strong relationships with them We strive to treat others with dignity and respect practicing thankfulness and gratitude We endeavor to operate in a way that our word is trusted and we are committed to providing a safe work environment for our team members while empowering them to seize opportunities around them and give them avenues to grow and learn
At July 31 2025 we employed approximately 20 900 full time employees worldwide including approximately 13 200 full time employees in the United States of which approximately 2 100 were salaried and approximately 7 700 full time employees in Europe of which approximately 3 900 were salaried As of July 31 2025 approximately 230 of our North American employees were represented by certified labor organizations Our European based operations are subject to employee contracts works councils and certain other labor organizations We believe that we maintain a good working relationship with our employees
We and our operating subsidiaries share a global commitment to all our stakeholders to foster a workplace culture where dignity and respect for team members is encouraged and where each team member is supported to achieve their maximum potential We believe that our performance is significantly impacted by our human capital management and as a result we consistently strive to attract select engage develop and retain strong diverse talent as summarized below
We strive to foster a people first culture where team members are valued as the heart of our success We believe that when individuals feel supported respected and empowered they bring their best selves to work and that drives everything we do From prioritizing open communication and professional growth to ensuring well being and inclusivity our commitment to people shapes our decisions and strengthens our workplace By putting people first we create a culture of trust collaboration and continuous improvement that benefits not only our team but also our customers and the communities we serve
We conduct our operations through subsidiaries located in various regions within U S and Europe each of which operates independently with its own unique culture Competitive compensation and benefits packages are tailored to meet the specific needs and expectations of the employees at each of our operating subsidiaries with the goal of attracting and retaining the best talent
Our commitment to maintaining the health safety and well being of each of our team members is reflected in our safety culture With the ultimate goal of eliminating workplace injuries and hazards our approach to safety and wellness is supported by consistent and effective communication the regular sharing of best practices and enhanced Corporate led safety audits in addition to both external and internal benchmarking Each of our operating subsidiaries in both the U S and Europe has developed and maintain site specific environmental health and safety plans that align with our overall goal of reducing risk and complying with safety laws standards and regulations We require all accidents injuries unsafe equipment and hazardous conditions or practices be reported immediately to management so the details can be reviewed to determine what if any additional safety measures are warranted to support team member health safety and well being
The health safety and wellness of our employees are key priorities for THOR Our company is proud to offer a competitive benefits package designed to support the diverse needs of our team members and their families We understand that attracting and retaining top talent means providing more than just a paycheck which is why our benefits go beyond the basics From comprehensive health coverage and paid time off to retirement savings plans wellness programs and professional development opportunities we strive to create a well rounded offering that promotes financial security personal well being and work life balance Our commitment to competitive benefits reflects our dedication to investing in our people and recognizing the vital role they play in our continued success
Each year we conduct training with certain employees based on their role and level in the organization on our business ethics policy Providing our team members with resources to help make good decisions through an ethics program cultivates strong teamwork and productivity Issues can be communicated anonymously using our multilingual third party hotline via phone email or online inquiry systems Every report is investigated and if warranted corrective actions are taken or implemented and we have a policy that protects team members who report issues from any retaliation
This Annual Report on Form 10 K 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 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 ability to ramp production up or down quickly in response to rapid changes in demand or market share while also managing associated costs including labor related costs and production capacity costs
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
We disclaim any obligation or undertaking to disseminate any updates or revisions to any forward looking statements contained in this Annual Report on Form 10 K or to reflect any change in our expectations after the date of this Annual Report on Form 10 K or any change in events conditions or circumstances on which any statement is based except as required by law
Our annual reports on Form 10 K quarterly reports on Form 10 Q current reports on Form 8 K and all amendments to those reports and the Proxy Statement for our Annual Meeting of Stockholders are made available free of charge on our website
as soon as reasonably practicable after such reports have been filed with or furnished to the SEC In addition the SEC maintains a website that contains reports proxy and information statements and other information that is filed electronically with the SEC The website can be accessed at
The risks and uncertainties described below are not the only ones we face and represent risks that our management believes are currently material to our Company and our business Additional risks and uncertainties not presently known to us or that we currently deem not material may also harm our business If any of the following risks actually occur our business financial condition or results of operations could be harmed
The RV industry has historically been characterized by cycles of growth and contraction in consumer demand generally reflecting prevailing overall economic and market conditions such as the level of inflation interest rates and tariffs consumer sentiment and behavior and demographic conditions which affect disposable income for leisure time activities Changes can impact the RV industry suddenly and severely Consequently the results of any prior period may not be indicative of results for any future period Furthermore if industry RV sales were to decline to levels significantly below our planning assumptions the decline could have a substantial adverse effect on our financial condition results of operations and cash flows
In addition to the RV industry cyclicality we have experienced and expect to experience in future periods significant variability in quarterly production rates sales and net income as a result of annual seasonality in our business Because recreational vehicles are used primarily by vacationers and campers demand sales and profits in the RV industry generally decline during the fall and winter months while demand sales and profits are generally highest during the spring and summer months Various factors such as constraints in the labor pool supply chain disruptions economic conditions and desired dealer stocking levels have disrupted and may disrupt in the future the historical trends in the seasonality of our business in both North America and Europe
Our business is structured particularly in the United States to quickly align production rates and cost structure to meet rapidly changing market conditions However if we are unable to ramp production and the corresponding workforce up or down quickly enough in response to rapid changes in demand we may not be able to effectively manage our costs which could negatively impact operating results and we may also lose sales and market share
The stock market in general experiences volatility that has often been unrelated to the underlying operating performance of companies Likewise at various points in our history our stock price has experienced volatility that has not been correlated to our operating results If this volatility were to occur in the future the trading price of our common stock could decline significantly independent of our actual financial performance The market price of our common stock may fluctuate significantly in response to numerous factors many of which are beyond our control including among other things the following
The Company s stock price may also reflect expectations regarding our stock repurchase activity and our dividend rate If we fail to meet expectations related to future growth profitability dividends share repurchases or other market expectations analysts or investors could change their opinions and or recommendations regarding our stock and our stock price may decline which could have a material adverse impact on investor confidence
Due to the interconnectedness of the global economy the challenges of a financial crisis economic downturn or recession trade policy volatility natural disaster war geopolitical crisis public health emergency or other significant event in one area of the world can have a sudden material adverse impact on markets around the world RV industry sales volume in our key markets can be volatile and could decline if there is a financial crisis recession or significant geopolitical event Our results of operations are generally sensitive to changes in overall economic and political conditions including recessionary conditions inflationary or deflationary pressures changes in tariff rate prolonged high unemployment rates significant changes in the cost and or availability of fuel or energy consumer confidence interest rates restrictions and or shortages of natural gas or other fuels terrorism and military conflicts Historically we have seen that in times of economic uncertainty consumers who have less discretionary income generally defer spending on high cost discretionary products such as RVs Recently we have seen demand for RVs remain depressed amid ongoing inflation persistently higher interest rates political and trade policy uncertainty and numerous other macroeconomic indices which have generally remained challenging in the regions in which we operate If economic and political conditions worsen and RV sales decline our operating results and financial condition would be negatively affected
The RV industry is generally characterized by relatively low barriers to entry which results in a highly competitive business environment According to Stat Surveys and CIVD respectively there are approximately 80 RV manufacturers in the U S and Canada and approximately 30 RV manufacturers across Europe Competition within the industry is based upon price design value quality service brand awareness and reputation as well as other factors Competitive pressures have from time to time resulted in a reduction of our profit margins and or in our market share In periods of economic downturn these competitive pressures can increase as RV manufacturers compete for a share of a smaller RV market Sustained increases in these competitive pressures could have a material adverse effect on our results of operations In addition as a public company we are required to disclose certain information that may put us at a competitive disadvantage compared to certain of our competitors who are either non public or are not required to disclose specific industry related information due to the immateriality of that information to their parent company s consolidated operations
Due to the anticipated long term interest in the RV lifestyle a number of start up companies in North America and certain automotive manufacturers in both North America and Europe have entered the RV industry within the last few years and introduced products that directly compete with our products If existing or new competitors develop products that are superior to are more innovative than achieve better consumer acceptance than or are offered at a lower net price to dealers than our products our market share sales volume and profit margins may be adversely affected Not only does our Company compete against numerous existing RV manufacturers but a number of our operating subsidiaries directly compete with each other
In addition to direct competition from other RV manufacturers we also continuously compete against consumer demand for used recreational vehicles particularly during periods of economic downturn Increased availability of used recreational vehicles and significant price differences between new and used recreational vehicles as a result of an economic downturn or otherwise could have a material adverse effect on demand for our products and our results of operations
Finally we also face competition from other consumer leisure discretionary and vacation spending alternatives such as cruises vacation homes timeshares tent camping and other traditional vacations along with other recreational products like boats and motorcycles Changes in actual or perceived value among these alternatives by consumers could impact our future sales volume and profitability
A key driver in our historical performance and growth has been our ability to maintain our strong brands and to continuously develop and introduce innovative new and improved products at a reasonable cost that are desired by consumers Adoption of new technological advances and changing governmental regulatory mandates could result in changes to product offerings and in consumer preferences for recreational vehicles or the types of recreational vehicles consumers prefer These changes could include shifts to smaller recreational vehicles electric recreational vehicles hybrid recreational vehicles autonomous recreational vehicles connected recreational vehicles or other currently unanticipated changes Our ability to successfully maintain our market position or grow through investments in the areas of electrification connectivity and digital services depends on many factors including advancements in technology regulatory changes infrastructure development e g a widespread vehicle charging network and other factors that are difficult to predict
To successfully execute our long term strategy we believe we must continue to develop and successfully market our existing products as well as new products including lightweight motorized and towable recreational vehicles hybrid or electric recreational vehicles with sufficient user range capability and innovative services that enrich the end users RV experience Our initiatives to invest in the future of the RV industry including automation of certain of our production processes and investments in new product and service innovation are likely to be costly and may not be successful The uncertainties associated with developing and introducing innovative new and improved products and services such as gauging changing consumer demands and preferences and successfully developing manufacturing marketing and selling these products may impact the success of our product introductions Further we cannot be certain that our new product introductions will not reduce revenues from existing models and adversely affect our results of operations If the products we introduce do not gain widespread market acceptance or if our competitors new products obtain better market acceptance or render our products obsolete we could lose sales or be required to reduce our prices which could adversely impact our results of operations and financial position In addition there is no guarantee that our innovation or automation efforts will lead to products or services that will be introduced to market or that an initial product or service concept or design will result in a unit that generates sales in sufficient quantities and at high enough prices to be profitable
We depend on timely and sufficient delivery of raw materials and component parts from our suppliers If there is a shortage of raw materials or component parts in our supply chain or a supplier is unable to deliver raw materials and component parts to us because of production issues labor constraints limited availability of materials shipping problems or other reasons the shortage may disrupt our operations or increase our cost of production For example in fiscal 2024 we experienced supply shortages and delivery delays of non chassis raw material components in Europe which negatively impacted the efficiency of our production in fiscal 2024 and resulted in an elevated level of work in process inventory on hand compared to historical norms Such conditions could reoccur in the future and could have negative impacts on net sales and financial results due to not completing units on the production line and carrying higher volumes of incomplete units than historical norms
Raw materials and component parts are generally sourced from a number of suppliers that may not have 1 the ability to meet our needs timely or completely 2 the financial reserves or borrowing power to successfully manage through an economic hardship or 3 the ability to financially support potential warranty or recall demands Additionally some of our suppliers have in the past discontinued or could in the future discontinue their business or the materials or component parts we currently acquire from them with little to no warning If we are not adequately sourced for certain raw materials or key component parts the discontinuation of even some smaller suppliers could have an adverse effect on our business
Furthermore certain raw materials and component parts are sourced from countries where we do not currently have operations We rely on the free flow of goods through open and operational ports on a consistent basis for a portion of our raw materials and components Changes in trade policy and resulting tariffs that have or may be imposed along with port production or other delays have in the past and could in the future cause increased costs for or shortages of certain raw materials and components We may not be able to source alternative supplies as necessary without increased costs or at all If alternative sources of these raw materials and components are not readily available our net sales earnings and cash flows could be negatively affected
The North American and European RV industries have from time to time in the past experienced shortages of chassis for various reasons including component shortages production delays capacity constraints labor constraints and work stoppages at the chassis manufacturers For example from calendar year 2020 through 2023 a number of our North American and European chassis suppliers experienced supply constraints of key components they required to manufacture chassis including semiconductor chips which limited their production of chassis The reduced supply of chassis negatively impacted our production rates and sales of motorized RVs particularly in Europe during this period In addition within our European operations unpredictable deliveries of chassis by the chassis manufacturers during this same period and in calendar 2024 had a further negative impact on our results of operations due to missed sales and or increased labor and overhead costs related to adjusting our own production schedules to accommodate the chassis received versus the chassis expected to be delivered Such conditions could reoccur in the future and would have a negative impact on our results of operations
Government regulations aimed at reducing emissions and increasing fuel efficiency that impact our motorized chassis suppliers could negatively impact their production capacity and cost structure which could in turn negatively impact the supply of motorized chassis and or result in increased input costs for our products Government regulations could also accelerate the transition to electric vehicles which may impact our product offerings and increase the cost of motorized chassis Such rise in cost could outweigh the perceived benefits to consumers negatively affecting our sales mix and pricing resulting in decreased sales and or margins
In addition increased restrictions imposed on a class of chemicals known as per and polyfluoroalkyl substances PFAS which are widely used in parts and materials that are incorporated into our products may negatively impact our supply chain due to the potentially decreased availability or non availability of PFAS containing parts and materials If alternative sources are not readily available our net sales earnings and cash flows could be negatively affected
Raw material and component part prices have fluctuated significantly in the past and may fluctuate considerably in the future Current and proposed tariffs on goods imported to the U S or countermeasures imposed in response to such tariffs may increase the cost of goods for our products if we are unable to source the required raw materials or component parts domestically or from other countries with lower tariff rates Such cost increases may adversely affect our operating results and financial condition if we are unable to pass along the costs increases to our dealers Competition and business conditions may limit the amount or timing of cost increases that can be passed on to our customers in the form of increased sales prices Conversely as raw material costs decline we may not be able to maintain selling prices consistent with higher cost raw materials in our inventory which could adversely affect our operating results
Certain key components are currently produced by only a small group of suppliers that have the capacity to supply large quantities primarily 1 motorized chassis where there are a limited number of chassis suppliers and 2 doors towable frames slide out mechanisms axles and upholstered furniture for our recreational vehicles where LCI Industries is a major supplier for these items within the North American RV industry
Continued consolidation within our key component supplier base inhibits our ability to source components from alternative suppliers and could result in increased component costs and or a lack of adequate supply which in turn may result in decreased margins higher wholesale product costs or limited production output which could ultimately result in lower demand for our products decreased sales and reduced operating results
Our motorized chassis suppliers may need to substantially modify their product offerings to comply with regulations related to emissions fuel economy autonomous driving technology environmental and other regulations which could result in increased costs and or a lack of adequate motorized chassis supply to us which in turn may result in higher wholesale product input costs and decreased margins which would have an adverse impact on our financial condition and results of operations
In addition as is standard in the industry our arrangements with chassis and other suppliers are generally terminable at any time either by us or by the supplier If we cannot obtain an adequate supply of chassis raw materials or other key components this would result in a decrease in our sales and earnings
Product recalls customer satisfaction actions and complying with our recall obligations for both our products and for component parts supplied by vendors could adversely affect our financial condition and harm our reputation
We provide warranties on the products we sell These warranties vary depending on the type of product and geographic location of the sale however in general our warranties promise within certain specified time periods following a retail sale that we will repair replace or adjust parts on our products that are not performing within acceptable standards or tolerances These warranties extend to some but not all of our vendor supplied raw materials and component parts as well Estimated warranty costs are accounted for at the time of product sale and adjusted on a quarterly basis to reflect our best estimate of the amounts necessary to settle existing and future claims on our products An increase in actual warranty claim costs as compared to our estimates could result in increased warranty liabilities and expense which could have an adverse impact on our earnings
Government safety standards require manufacturers to remedy issues related to vehicle safety through safety recall campaigns and we regularly engage in voluntary recalls when we determine our products may have a safety issue Issues subject to recall include both materials and workmanship from our companies as well as component parts supplied by vendors arising from their quality issues or otherwise The cost of certain recall and customer satisfaction actions have been substantial in the past and future recalls or customer satisfaction actions to remedy issues in products that have been sold could also be substantial and could have a material adverse effect on our financial condition and results of operations In addition multiple recalls to address safety or significant operating concerns could erode consumer confidence in our brands and adversely affect our reputation or the public perception and market acceptance of our products resulting in lower sales and an adverse impact on our business and results of operations Although we maintain appropriate reserves for such recall contingencies from time to time we have been and likely will again be faced with specific campaigns that result in material expense To mitigate this risk we endeavor to compel our suppliers to maintain appropriate levels of insurance coverage and agree to commercially reasonable indemnification requirements Our efforts may not be successful and the failure of suppliers to maintain sufficient insurance coverage or provide meaningful indemnification protection could result in increased expense and adversely affect our financial condition and results of operations
We are subject in the ordinary course of business to litigation involving product liability consumer protection and other claims against us In North America we generally self insure a portion of our exposure to product liability and certain other claims and also purchase product liability coverage above our self insured retention In Europe we generally fully insure similar risks with insurance offering relatively low deductibles and premiums Not all risks we face are covered by insurance nor can we be certain that our insurance coverage will be sufficient to cover all future claims against us Any material change in the aforementioned factors could have an adverse impact on our operating results Any increase in the frequency and or size of claims as compared to our experience in prior years may cause the premiums that we are required to pay for insurance to increase significantly may negatively impact future self insured retention levels and may also increase the amounts we pay in punitive damages not all of which are covered by our insurance policies
While we record and adjust on a quarterly basis reserves for known claims or possible claims to reflect our best estimate of the amount necessary to settle the claim litigation is unpredictable by its nature and final adjudications may be materially worse than our estimate
Sales to FreedomRoads LLC accounted for approximately 14 0 of our consolidated net sales for fiscal 2025 During recent years FreedomRoads LLC has acquired a number of formerly independent RV dealerships The leverage to negotiate better terms with us arising from FreedomRoads LLC s acquisitions or the loss of independent dealers could have a material adverse effect on our business In addition deterioration in the liquidity or creditworthiness of FreedomRoads LLC could negatively impact our sales and accounts receivable and could in the event of a financing default trigger repurchase obligations under our repurchase agreements which would have a significant adverse effect on our liquidity and results of operations
Recently a number of other U S based independent dealers have acquired and continue to acquire formerly independent RV dealerships resulting in further independent dealer concentration and improved negotiating leverage for these multi location dealers Continued consolidation in the U S independent dealer network could negatively impact our sales or gross margins and increase the concentration of our exposure under repurchase obligations related to these independent dealers
Combined sales from the U S to foreign countries predominately Canada and sales from our foreign subsidiaries to countries other than the U S predominately within the European Union represented approximately 36 1 of THOR s consolidated sales for fiscal 2025 Changes in U S policy regarding foreign trade manufacturing or other matters may create negative sentiment about the U S among non U S dealers end customers employees or prospective employees all of which could adversely affect our operations sales and financial results In addition global political uncertainty poses risks of volatility in global markets which could negatively affect our operations and financial results
Implications related to our non U S sales have negatively impacted our financial operating results in the past and are likely to reoccur in the future at varying levels These implications include foreign currency effects tariffs customs duties inflation difficulties in enforcing agreements and collecting receivables through foreign legal systems compliance with international laws treaties and regulations unexpected changes in regulatory or tax environments disruptions in supply or distribution dependence on foreign personnel and various employee work agreements foreign governmental action as well as economic and social instability In addition there may be tax inefficiencies in repatriating cash from non U S subsidiaries or unfavorable tax law changes
Our U S based subsidiaries have expenses and sales denominated in U S dollars Sales by our U S based subsidiaries into the Canadian market are subject to currency risk as devaluation of the Canadian dollar versus the U S dollar may negatively impact U S dollar denominated sales into Canada Our European based subsidiaries primarily have Euro denominated expenses sales and assets which are subject to changes in the Euro and U S dollar currency exchange rate To offset a portion of this currency risk the EHG acquisition was partially funded through a Euro denominated Term Loan B which provides an economic hedge Fluctuations in foreign currency exchange rates in the future could have a material negative effect on our reported revenues and results of operations
We are also subject to additional foreign regulatory frameworks in some cases more stringent or complex than similar United States frameworks These emerging regulations are likely to require significant resources and could increase our cost of doing business restrict our ability to operate our business or execute our strategies and result in fines penalties or reputational harm if not fully complied with
Our growth has been achieved both organically and through acquisition Business acquisitions including joint ventures and other equity investment arrangements pose a number of risks including integration risks that may result in negative consequences to our business financial condition or results of operations The pace and significance of acquisitions and the nature and extent of integration of acquired companies assets operations joint venture arrangements and other equity investment arrangements involve a number of related risks including but not limited to
Risks related to transacting business in geographies outside the U S including but not limited to foreign currency exchange rate changes expanded macroeconomic risks due to operations in and sales to a wide base of countries political and regulatory exposures to a wide array of countries varying employee employer relationships including the existence of works councils and labor organizations and other challenges caused by distance language and cultural differences making it harder to do business in certain jurisdictions
We may not realize the anticipated benefits of strategic realignments or other reorganizational actions and such actions may cause the Company to incur significant charges disrupt our operations or harm our reputation
We continually review and evaluate our business to identify strategic opportunities to make our operations more efficient and reduce costs In doing so we have taken and may in the future take strategic realignment actions such as strategic reorganization measures reduced production rates to align with current and forecasted operating needs or brand rationalization actions within a market segment Our plans for implementing such actions are generally in response to external RV industry market factors or internal cost saving and efficiency opportunities These actions may also include employee separations realignment of our operating footprint e g plant closures or other strategic actions Such actions have caused in the past and may in the future cause us to incur significant costs record impairments or other charges subject us to potential claims from employees or other counterparties disrupt our operations distract management from current operations or harm our reputation Further we may not realize the expected benefits of such reorganizational actions e g anticipated cost savings such benefits may be delayed or market dynamics or other factors may have evolved such that we cannot obtain the original intended results of an action
Our long term viability and financial success are dependent upon our ability to attract and retain an experienced and skilled workforce including within our management teams while also maintaining a flexible and competitive compensation and benefit cost structure
We rely on the existence of an available qualified workforce to manufacture our products and on our ability to recruit and retain talented hourly and salaried employees Competition for such employees is intense in the areas where we operate particularly during periods of high industry demand as such periods require us to pay higher wages to attract and retain a sufficient number of qualified employees We cannot be certain that we will be able to attract and retain qualified employees to meet future manufacturing needs at a reasonable cost or at all
Within our U S based operations we incur significant costs with respect to employee healthcare and workers compensation benefits We are self insured for these employee healthcare and workers compensation benefits up to certain defined retention limits If costs related to these or other employee benefits increase as a result of increased healthcare costs in the U S increased utilization of such benefits as a result of increased claims new or revised U S governmental mandates or otherwise our operating results and financial condition may suffer Within our European based operations we incur significant costs with respect to employee benefits which are largely governed by country and regional regulations New or revised governmental mandates may also cause our operating results and financial condition to suffer
In addition to compensation considerations potential employees are placing an increasing premium on various tangible and intangible benefits such as working for companies with a clear purpose flexible work arrangements limited overtime requirements increased benefit packages and other considerations If we are not perceived as an employer of choice we may be unable to recruit and retain skilled employees Further if we lose existing employees with needed skills or we are unable to upskill and develop existing employees particularly with the introduction of new technologies it could have a substantial adverse effect on our business and results of operations
We rely heavily upon the knowledge experience and skills of our executive management and key operating company management employees to compete effectively in the RV industry and manage our operations Our future success depends on among other factors our ability to attract and retain executive management and key leadership level personnel and upon the departure of such key employees the existence of adequate succession plans The loss of members of our executive management or other key employees could have a material adverse effect on our business and results of operations in the event that our succession plans prove inadequate
Most of our European based operations and their respective employee contracts are subject to collective labor agreements works councils and unions and a small number of our North American employees are currently represented by a labor union Any disruption in our relationships with these third party associations could adversely affect the cost of our labor our ability to adjust employee levels or working hours in response to market demands and our ability to attract and retain qualified employees Additional unionization of our North American facilities could result in higher costs and increased risk of work stoppages
We also are directly or indirectly dependent upon companies with unionized work forces such as parts suppliers chassis suppliers and trucking and freight companies Work stoppages or strikes organized by such third party unions have in the past and could again in the future have a material adverse impact on our business If a work stoppage occurs it could delay the manufacture sale and distribution of our products and have a material adverse effect on our business operating results or financial condition
We distribute all of our North American and the majority of our European products through a system of independent non franchise authorized dealers many of whom sell products from competing manufacturers As of July 31 2025 we distributed our products to approximately 2 400 independent dealerships in the United States and approximately 1 100 independent dealerships in Europe We depend on the capability of these independent dealers to develop and implement effective retail sales plans to create demand among retail consumers for the products that the dealers purchase from us If our independent dealers are not successful in these endeavors then we may be unable to maintain or grow our revenues and meet our financial expectations The geographic coverage of our independent dealers and their individual business conditions can affect the ability of our independent dealers to sell our products to consumers If our independent dealers are unsuccessful they may exit or be forced to exit the business or in some cases we may seek to terminate relationships with certain dealerships As a result we could face adverse consequences related to the termination of independent dealer relationships In addition ongoing consolidation of independent dealers as well as the growth of large multi location dealers has in the past and could in the future result in increased bargaining power on the part of these independent dealers
Given the independent nature of the dealers who sell our products they generally maintain control over which manufacturers and which brands they will do business with often carrying more than one manufacturer s products Independent dealers can and do change the brands and manufacturers they sell If our products are not perceived by the independent dealers as being desirable and profitable for them to carry the dealers may terminate their relationship with our operating subsidiaries or may drop certain of our brands which would in turn adversely affect our sales and profit margins if we are unable to replace those dealers
Our products are generally delivered to our independent dealers via a system of third party transportation contractors The network of carriers is limited and in times of high demand and limited availability we have experienced in the past and could face again the disruption of our distribution channel For example in recent fiscal years the availability of drivers in Europe was negatively impacted by the military conflict in Ukraine If future health emergencies military conflicts or other circumstances that inhibit transportation of our products emerge in the regions in which we operate or sell our products the network of carriers we rely on may have difficulty finding drivers who are available are willing to deliver in those regions or governmental agencies or other actors may restrict movement of goods in those regions The inability to timely deliver our products to our independent dealers could adversely affect our relationships with those dealers and negatively impact our sales and net income
Interruption of information systems service or misappropriation or breach of our information systems could cause disruption to our operations disclosure of confidential or personal information or cause damage to our reputation
Our business relies on information systems and other technology information systems some of which are managed or hosted by third parties to support aspects of our global business operations including but not limited to procurement supply chain management manufacturing design distribution invoicing financial transactions with banks and financing institutions and other transactions with various third party providers We also use information systems to accumulate analyze and report our operational results In connection with our use of information systems we obtain create and maintain confidential and personal information Additionally we rely upon information systems in our marketing and communication efforts Due to our reliance on our information systems we have established various levels of security as well as backup and disaster recovery procedures Despite devoting significant resources to our cybersecurity program and business continuity plans we are at risk for interruptions outages and compromises of our information technology systems caused by cyber attacks including state sponsored attacks computer viruses malware ransomware phishing attacks or breaches due to errors or malfeasance by employees and others who have access or gain access to these systems The occurrence of any of these events could compromise the confidentiality operational integrity and accessibility of these systems and the data that resides within them and our business processes and operations may be negatively impacted in the event of a substantial or prolonged disruption of service caused by such events
THOR along with others within the RV industry including suppliers dealers and third party providers have been the target of cyber attacks in the past and such attacks are expected to continue and evolve in the future While we continually employ capabilities processes and other security measures designed to reduce and mitigate the risk of cyber attacks and have requirements for our suppliers and service providers to do the same we may not be aware of all vulnerabilities and such preventative measures cannot provide absolute security and may not be sufficient in all circumstances to mitigate all potential risks A cybersecurity incident involving us or one of our suppliers or service providers could impact our production internal operations business strategy results of operations financial condition or our ability to deliver products to our customers Moreover a cybersecurity incident could harm our reputation cause customers to lose trust in our security measures and or subject us to regulatory actions or litigation which may result in fines penalties judgments or injunctions
The methods and technologies used to obtain unauthorized access to our information systems are constantly changing as are laws and regulations concerning data protection and privacy We employ capabilities processes and other security measures we believe are reasonably designed to detect reduce and mitigate the risk of cybersecurity incidents however we may not be aware of all vulnerabilities or might not accurately assess the risks of incidents and such preventative measures cannot provide absolute security and may not be sufficient in all circumstances or mitigate all potential risks including the loss or disclosure of sensitive information The misuse leakage unauthorized access of information could result in a violation of privacy laws including the European Union s General Data Protection Regulation GDPR and laws applicable in North America and the United States which could in turn have a significant negative impact on our results of operations as a result of fines remediation costs or other direct or indirect ramifications
The majority of our U S operations are located in northern Indiana which is home to a large proportion of the North American RV industry The concentration of our operations in northern Indiana creates certain risks including those listed below which we have experienced in the past and may experience in the future
Competition for workers skilled in the industry especially during times of low unemployment or periods of high demand for RVs which has in the past and may in the future increase the cost of our labor or limit the speed at which we can respond to changes in consumer demand
Retention and recruitment challenges as employees with industry knowledge and experience have been and may continue to be attracted to other positions or opportunities within or external to the RV industry and their ability to change employers is relatively easy
Natural disasters and changes in seasonal weather conditions can have a significant effect on our operating and financial results Sales of our products are typically stronger just before and during spring and summer and favorable weather during these months generally has a positive effect on consumer demand Severe weather events such as flooding tornados severe winter storms and hail have had in the past and could have in the future negative impacts on our operations due to disruptions to production and changes in demand For example in fiscal 2024 a weather event that included large damaging hail occurred at and around our Jackson Center OH facilities The hail resulted in significant roof damage to the motorized production facility and significant damage to inventory that was stored outside primarily motorized chassis but also some work in process and finished goods inventory Due to the lack of motorized chassis the motorized manufacturing plant was generally unable to produce units from the date of the incident throughout most of the fiscal 2024 fourth quarter While we carry property and business interruption insurance to address such events there is no guarantee that we will be able to fully insure such losses in the future In addition the long term impact of weather related events such as rising temperatures and water scarcity could impact our global manufacturing operations which could impact our ability to manufacture products to fulfill customer demand Additionally the chronic physical risks of temperature increases rising sea levels and other gradual changes to the climate could adversely impact global ecosystems This impact could potentially threaten the availability and existence of camping and RV facilities thus potentially limiting the demand for our products and possibly impacting the future growth of our business
Climate related regulations and ongoing compliance requirements with chassis emissions standards designed to address climate change in both North America and Europe may result in additional required disclosures and related compliance costs or limit the use of our products in certain areas
Our operations and certain motorized products we sell are subject to rules limiting emissions and other climate related regulations in certain jurisdictions where we operate or sell our products The impacts of changing emissions and other related climate regulations including revised emission standards applying to heavy duty trucks by the EPA as well as zero emission vehicle regulations such as the California Air Resources Board s Advanced Clean Truck and Advanced Clean Fleet Regulations adopted in California and other U S jurisdictions could result in different or more limited product offerings in those jurisdictions which may result in lower sales and significantly higher costs to the Company Climate related reporting regulations such as the Securities and Exchange Commission s final climate rules and litigation regarding its enforceability as well as the European Corporate Sustainability Reporting Directive in the various jurisdictions in which our products are produced used and or sold could result in additional material costs of compliance In addition our towable products are generally towed by vehicles that would also be subject to emission and climate related regulations Concerns regarding climate change at numerous levels of government in various jurisdictions may lead to additional and potentially more stringent international national regional and local legislative and regulatory responses and compliance with any new rules could be difficult and costly
Climate change regulation combined with public sentiment could result in reduced demand for our products higher energy and fuel prices or carbon taxes limitations on where we can produce or sell our products limitations on where our products can be used or other restrictions or costs all of which could materially adversely affect our business and results of operations
Furthermore we obtain motorized chassis from a number of different chassis suppliers who are required to comply with strict emission standards As governmental agencies revise those standards the chassis manufacturers must comply within the timeframes established Uncertainties created by continued emission standards compliance requirements or the adoption of revised emission standards include the ability of the chassis manufacturer to comply with such standards on a timely and ongoing basis as well as the ability to produce sufficient quantities of compliant chassis to meet our demand In the past certain chassis manufacturers have experienced difficulties in meeting one or both of these requirements In addition revisions to chassis by the suppliers often impact our engineering and production processes and may result in increased chassis costs and or other costs to us
In recent years increased attention has been directed towards publicly traded companies regarding environmental social and governance ESG matters A failure or perceived failure to achieve stated ESG goals respond to regulatory requirements or meet investor or customer expectations related to ESG concerns could cause harm to our business and reputation For example our RV products are powered by gasoline and diesel engines or are required to be towed by gasoline or diesel powered vehicles Government media or activist pressure to limit emissions could negatively impact consumers perceptions of our products which could have a material adverse effect on our business and the actions taken by governments and other actors to reduce emissions could impose costs that could materially affect our results of operation and financial condition
Additionally while we strive to create an inclusive culture and workforce where everyone feels valued and respected a failure or perceived failure to properly address inclusivity matters could result in reputational harm reduced sales or an inability to attract and retain a talented workforce
Organizations that provide information to investors on corporate governance and other matters have developed rating systems for evaluating companies on their approach to ESG Unfavorable ESG ratings may lead to negative investor sentiment which could have a negative impact on our stock price
More stringent privacy data use data protection and artificial intelligence laws and regulations as well as consumers heightened expectations to safeguard their personal information may have an adverse impact on our business
We are subject to laws rules and regulations in the United States and other countries such as the European Union s and the U K s General Data Protection Regulations and the California Consumer Privacy Act relating to the collection use cross border data transfer and security of personal information of consumers employees or others including laws that may require the Company to notify regulators and affected individuals of a data security incident Existing and newly developed laws and regulations may contain broad definitions of personal information are subject to change are subject to uncertain interpretations by courts and regulators and may be inconsistent from state to state or country to country Accordingly complying with such laws and regulations may lead to a decline in consumer engagement or cause us to incur substantial costs to modify our business practices Moreover regulatory actions seeking to impose significant financial penalties for noncompliance and or legal actions including pursuant to laws providing for private rights of action by consumers could be brought against the Company in the event of a data compromise misuse of consumer information or perceived or actual non compliance with data protection privacy or artificial intelligence requirements The rapid evolution and increased adoption of artificial intelligence technologies may intensify these risks Further any unauthorized release of personal information could harm our reputation disrupt our business cause us to expend significant resources and lead to a loss of consumer confidence resulting in an adverse impact on our business
Our operations are subject to numerous national regional federal state and local regulations governing the manufacture and sale of our products including various vehicle and component safety and compliance standards In various jurisdictions governmental agencies require a manufacturer to recall and repair vehicles which contain certain hazards or defects Any recalls of our products voluntary or involuntary could have a material adverse effect on our results of operations and could harm our reputation Additionally changes in policy regulations or the imposition of additional regulations could have a material adverse effect on our business
Our U S operations are also subject to federal and numerous state consumer protection and unfair trade practice laws and regulations relating to the sale transportation and marketing of motor vehicles including so called lemon laws U S federal and state as well as various European laws and regulations impose upon vehicle operators various restrictions on the weight length and width of motor vehicles that may be operated in certain jurisdictions or on certain roadways Certain jurisdictions also prohibit the sale of vehicles exceeding length restrictions U S federal and state as well as various European authorities have environmental control standards relating to air water noise pollution and hazardous waste generation and disposal which affect our business and operations Numerous other U S and European laws and regulations affect a wide range of the Company s activities A suggestion of or an investigation into potential violations of the laws and regulations to which our business or operations are subject could lead to significant penalties including restraints on our export or import privileges monetary fines criminal or civil proceedings and regulatory or other actions that could materially adversely affect our operating results
We are also subject in the ordinary course of business to litigation and claims arising from numerous labor and employment laws and regulations including potential class action claims arising from alleged violations of such laws and regulations Any liability arising from such claims would not ordinarily fall within the scope of our insurance coverages An adverse outcome from such litigation could have a material effect on operating results
Certain provisions of our Amended and Restated Certificate of Incorporation our Amended and Restated By Laws and the Delaware General Corporation Law may have an anti takeover effect and may delay defer or prevent a merger acquisition tender offer takeover attempt or other change of control transaction that a stockholder might consider in its best interest including those attempts that might result in a premium over the market price for the shares held by our stockholders
A requirement that any business combination as defined in our Amended and Restated Certificate of Incorporation that has not been approved or authorized by 75 of our directors then in office be approved by the affirmative vote of the holders of at least 75 of our shares entitled to vote generally for the election of directors voting as a single class and
The prohibition on engaging in a business combination with an interested stockholder for three years after the time at which a person became an interested stockholder unless certain conditions are met as set forth in Section 203 of the Delaware General Corporation Law
These anti takeover provisions could make it more difficult for a third party to acquire us even if the third party s offer may be considered beneficial by many of our stockholders As a result our stockholders may be limited in their ability to obtain a premium for their shares
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 plans
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 flows and financial condition could be adversely affected which in turn could negatively impact the availability of cash for dividend payments or our strategic plans
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 current U S federal administration These actions could increase our cost of goods sold and negatively impact our business and operating results We may not be able to mitigate the effects of any tariffs without negatively impacting our competitive position and customers demand for our products Supply chain disruptions and delays as a result of any new tariff policies or trade restrictions could also negatively impact our cost of materials production processes and financial results
In accordance with customary practice in the RV industry upon the request of a lending institution financing an independent dealer s purchase of our products we will generally execute a repurchase agreement with the lending institution Repurchase agreements provide that typically for a period of up to 18 months after a recreational vehicle is financed and in the event of default by the dealer we will repurchase the recreational vehicle repossessed by the lending institution for the amount then due which is usually less than 100 of the dealer s cost In addition to the obligations under these repurchase agreements we may also be required to repurchase inventory relative to dealer terminations in certain states in accordance with state laws or regulatory requirements
The difference between the gross repurchase price and the price at which the repurchased product can then be resold which is typically at a discount to the original sale price is an expense to us Thus if we are obligated to repurchase a substantial number of recreational vehicles or incur substantial discounting to resell these units in the future we would incur increased costs and our profit margins results of operations and cash flows would be negatively affected In difficult economic times this amount could increase significantly compared to other years
We have a material amount of goodwill intangible assets equity investments and other long lived assets including property plant and equipment At least annually we review goodwill for impairment Long lived assets equity investments identifiable intangible assets and goodwill are also reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable from future cash flows These events or circumstances could include a significant change in the business climate legal factors operating performance indicators competition sale or disposition of a significant portion of the business or other factors A non cash impairment charge is recorded for the amount by which the carrying value of the intangible or long lived asset asset group or reporting unit exceeds its fair value at the time of measurement Our determination of future cash flows future recoverability and fair value includes significant estimates and assumptions Changes in those estimates or assumptions or lower than anticipated future financial performance may result in the identification of an impaired asset and a non cash impairment charge which could be material Any such charge could adversely affect our operating results
Generally independent recreational vehicle dealers finance their purchases of inventory with financing provided by lending institutions A decrease in the availability of this type of wholesale financing more restrictive lending practices or high costs of such wholesale financing has historically limited or prevented independent dealers from carrying normalized levels of inventory which led to reduced demand for our products lower sales higher discounts to entice sales and an adverse impact to our results of operations
The impact of inflation on consumer confidence which historically has been highly correlated with RV retail sales and the impact of inflation on the availability of discretionary funds of our end consumers combined with higher interest rates compared to previous years impacting both our independent dealers and the end consumer has had a negative impact on demand for our products at both the wholesale and retail levels in recent periods Ongoing elevated interest rates or future substantial or sudden increases in interest rates and decreases in the general availability of credit could have an adverse impact on our independent dealers and therefore on our business and results of operations A decrease in availability of consumer credit resulting from unfavorable economic conditions or ongoing elevated interest rates or future additional increases in the cost of consumer credit may cause consumers to reduce discretionary spending which could in turn reduce demand for our products and negatively affect our sales and profitability
Two major floor plan financial institutions held approximately 50 of our products portion of our independent dealers total floored dollars outstanding at July 31 2025 In the event that either of these lending institutions limit or discontinue dealer financing we could experience a material adverse effect on our results of operations
As of July 31 2025 total gross outstanding debt was 933 812 consisting of 408 159 outstanding on our term loan facility which matures on November 15 2030 500 000 of Senior Unsecured Notes due October 15 2029 and 25 653 outstanding on other debt facilities with varying maturity dates through September 2032 Our loan documents contain restrictions which could prevent or restrict in certain circumstances operations payment of dividends or incurrence of additional debt In addition we must make mandatory prepayments of principal under the term loan agreement upon the occurrence of certain specified events including certain asset sales debt issuance and generation of annual cash flows in excess of certain amounts Our level of debt impacts our profit before tax and cash flows as a result of the interest expense and periodic debt and interest payments In addition our debt level could limit our ability to raise additional capital if necessary or increase borrowing costs on future debt if we are unable to replace existing debt with comparable new debt and may have the effect among other things of reducing our flexibility to respond to changing business and economic conditions requiring us to use a portion of our cash flows to repay indebtedness and placing us at a disadvantage compared to competitors with lower debt obligations
Our ability to make payments on our indebtedness depends on our ability to generate cash in the future If we do not generate sufficient cash flows to meet our debt service capital investment and working capital requirements we may need to fund those requirements with additional borrowings from the asset based credit facility ABL reduce or cease our payments of dividends reduce our level of capital investment and or working capital or we may need to seek additional financing or sell assets
Availability under the ABL agreement is subject to a borrowing base calculated based on a percentage of applicable eligible receivables and eligible inventory As such we may not have full access to our current ABL availability based on the actual borrowing base calculation at any future period
Significant changes in market liquidity conditions and changes in our credit ratings could impact our access to future funding if needed and funding costs which could negatively impact our earnings and cash flows If general economic conditions deteriorate or capital markets are volatile future funding if needed could be unavailable or insufficient A debt crisis particularly in the United States or Europe could negatively impact currencies global financial markets social and political stability funding sources availability and costs asset and obligation values customers suppliers demand for our products and our operations and financial results Financial market conditions could also negatively impact dealer or retail customer access to capital for purchases of our products and consumer confidence and purchase decisions which could in turn reduce demand for our products and have a negative impact on our financial condition and results of operations
There is no assurance our monitoring and oversight activities to manage our enterprise risks will be fully effective in achieving their purpose and may leave exposure to identified or unidentified risks Past or future misconduct by our employees or vendors could result in violations of law by us regulatory sanctions and or serious reputational or financial harm The Company monitors its policies procedures and controls however our policies procedures and controls may not be sufficient to prevent all forms of misconduct We review our compensation policies and practices as part of our overall enterprise risk management program but it is possible that our compensation policies could incentivize inappropriate risk taking or misconduct Such inappropriate risk taking or misconduct could have a material adverse effect on our results of operations and or our financial condition
While cybersecurity risk can never be eliminated entirely we devote significant resources to our cybersecurity program that we believe is reasonably designed to mitigate our cybersecurity and information technology IT risks which include among others unauthorized access to and misappropriation of our information corruption of data intentional or unintentional disclosure of confidential information or disruption of operations Cybersecurity risk management processes have been integrated into the Company s overall risk management system including our ERM process Threats to our cyber digital landscape are regularly identified and then assessed in terms of their potential business impact Mitigation strategies are developed based on our assessment of the potential business impact both quantitatively and reputationally of the threat Because a cybersecurity threat can have implications beyond IT the Company draws on cross functional expertise to determine the potential business impact and proportional mitigation efforts or solutions This expertise may involve third party resources with functional expertise related to the specific threat or business impact As part of our risk management profile we regularly review available cybersecurity data regarding our business partners suppliers dealers third party service providers and others and regularly engage with them on risk mitigation efforts
Internally among other things we perform penetration tests internal tests code reviews and simulations using cybersecurity professionals to assess vulnerabilities in our information systems and evaluate our cyber defense capabilities We also perform phishing and social engineering simulations with and provide cybersecurity training for personnel with Company e mail and access to Company assets
When a cybersecurity incident is detected our response is governed by our IT Security Incident Response Policy providing a rigorous standardized process to ensure efficacy of the response In general when a cybersecurity incident is identified our policy requires an initial review and triage of the incident When a cybersecurity incident is determined to be significant it is brought to the attention of a cross functional leadership team consisting of our Chief Executive Officer Chief Financial Officer Chief Operating Officer Chief Human Resources Officer and General Counsel and is addressed by that team along with other internal stakeholders using processes that leverage subject matter expertise from across the Company As with risk mitigation we may engage third party advisors from time to time as part of our incident response and management process As part of our risk mitigation efforts we also maintain cybersecurity insurance to defray the costs of potential information security breaches
In fiscal 2025 THOR did not identify any material cybersecurity threats including as a result of any previous cybersecurity incident that have materially affected or are reasonably likely to materially affect our business strategy results of operations or financial condition However despite the capabilities processes and other security measures we employ that we believe are designed to detect reduce and mitigate the risk of cybersecurity incidents we may not be aware of all vulnerabilities or may not accurately assess the risks of incidents and such preventive measures cannot provide absolute security and may not be sufficient in all circumstances or mitigate all potential risks Moreover we our suppliers and our dealers have been the target of cybersecurity incidents in the past and may be subject to such incidents in the future See Item 1A Risk Factors for a discussion of cybersecurity risks
The Company s Audit Committee of our Board of Directors is charged with specific responsibility for overseeing risks from cybersecurity threats Our Data Protection Officer provides the Audit Committee with semi annual reports on cybersecurity risks and any material cybersecurity incidents In addition our Data Protection Officer provides semi annual reports directly to our Board of Directors These regular updates include topics related to cybersecurity practices cyber risks and risk management processes such as updates to our cybersecurity programs and mitigation strategies and other cybersecurity developments
Reporting directly to our General Counsel our Data Protection Officer has primary day to day responsibility for our overall cybersecurity risk management program and oversees both our internal cybersecurity personnel and our retained external cybersecurity consultants With close to 25 years of experience in the fields of cybersecurity and data protection our Data Protection Officer joined the Company in 2019
As of July 31 2025 worldwide we owned or leased approximately 24 136 000 square feet of total manufacturing plant and office space We believe that our present facilities consisting primarily of steel clad steel or wood frame and masonry construction and the machinery and equipment contained in these facilities are generally well maintained and in good condition We believe that our facilities are suitable and adequate for their intended purposes and that we would be able to obtain replacements for our leased premises at acceptable costs should our leases not be renewed
The Company is involved in certain litigation arising out of its operations in the normal course of its business most of which is based upon state lemon laws warranty claims and vehicle accidents in North America for which the Company carries insurance above a specified self insured retention or deductible amount The outcomes of legal proceedings and claims brought against the Company are subject to significant uncertainty There is significant judgment required in assessing both the probability of an adverse outcome and the determination as to whether an exposure can be reasonably estimated In management s opinion the ultimate disposition of any current legal proceedings or claims against the Company will not have a material effect on the Company s financial condition operating results or cash flows Litigation is however inherently uncertain and an adverse outcome from such litigation could have a material effect on the operating results of a particular reporting period
A product recall was issued in late fiscal 2021 related to certain purchased parts utilized in certain of our products and an accrual to cover anticipated costs was established at that time During fiscal 2022 through fiscal 2025 the accrual was adjusted quarterly based on developments involving the recall including our expectations regarding the extent of vendor reimbursements and the estimated total cost of the recall The Company has been reimbursed by the suppliers of the products for a portion of the costs incurred related to this recall In addition we accrued expenses during fiscal 2022 based on developments related to an ongoing investigation by certain German based authorities regarding the adequacy of historical disclosures of vehicle weight in advertisements and other Company provided marketing literature in Germany Throughout fiscal 2023 and fiscal 2024 this accrual was adjusted quarterly if necessary based on developments involving this matter The Company fully cooperated with the investigation which was fully resolved and related payments were made by the end of fiscal 2024 in an amount not materially different from the adjusted amounts previously accrued
The Company s Board of Directors currently intends to continue regular quarterly cash dividend payments in the future As is customary under credit facilities generally certain actions including our ability to pay dividends are subject to the satisfaction of certain payment conditions prior to payment The conditions for the payment of dividends under our 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 of Directors and will be dependent upon future earnings cash flows and other factors in addition to compliance with any then existing financing facilities
During the three months ended July 31 2025 the Company used 50 923 to purchase shares of common stock under its share repurchase authorizations The Company s total remaining authorization for common stock repurchases was 379 300 at July 31 2025
On December 21 2021 the Company s Board of Directors the Board authorized Company management to utilize up to 250 000 to repurchase shares of the Company s common stock through December 21 2024 On June 24 2022 the Board authorized Company management to utilize up to an additional 448 321 to repurchase shares of the Company s common stock through July 31 2025 On June 18 2025 the Board retired the Company s existing share repurchase authorization which was set to expire on July 31 2025 and authorized the Company s management to utilize up to 400 000 to purchase shares of the Company s common stock beginning on June 18 2025 and extending through July 31 2027 Under the June 18 2025 repurchase authorization the Company is authorized to repurchase on a discretionary basis and from time to time outstanding shares of its common stock in the open market in privately negotiated transactions or by other means including pursuant to a repurchase plan administered in accordance with Rule 10b5 1 and 10b 18 under the Securities Exchange Act of 1934 as amended The timing and amount of share repurchases will be determined at the discretion of the Company s management team based upon the market price of the stock management s evaluation of general market and economic conditions cash availability and other factors The share repurchase program may be suspended modified or discontinued at any time and the Company has no obligation to repurchase any amount of its common stock under this program During the three months ended July 31 2025 the Company purchased 570 358 shares of its common stock at various times in the open market at a weighted average price of 89 28 and held them as treasury shares at an aggregate purchase price of 50 923 with 229 766 shares or 20 700 from the June 18 2025 authorization and 340 592 shares or 30 223 from the June 24 2022 authorization During the twelve months ended July 31 2025 the Company purchased 586 558 shares of its common stock at various times in the open market at a weighted average price of 89 76 and held them as treasury shares at an aggregate purchase price of 52 647 with 229 766 shares or 20 700 from the June 18 2025 authorization and 356 792 shares or 31 947 from the June 24 2022 authorization Since the inception of the initial December 21 2021 authorization the Company has purchased 3 801 330 shares of its common stock at various times in the open market at a weighted average price of 86 32 and held them as treasury shares at an aggregate purchase price of 328 148 As of July 31 2025 the December 21 2021 authorization had expired and the Company s Board of Directors has retired the June 24 2022 authorization and the remaining amount of the Company s common stock that may be repurchased under the June 18 2025 authorization expiring on July 31 2027 is 379 300
Our Management s Discussion and Analysis of Financial Condition and Results of Operations MD A should be read in conjunction with the Company s Consolidated Financial Statements and Notes thereto included in Item 8 of this Report
The discussion below is a comparison of the results of operations and changes in financial condition for the fiscal years ended July 31 2025 and 2024 The comparison of and changes between the fiscal years ended July 31 2024 and 2023 can be found within Management s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10 K for the fiscal year ended July 31 2024 as filed with the SEC on September 24 2024
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 six months ended June 30 2025 THOR s current combined U S and Canadian market share based on units was approximately 39 1 for travel trailers and fifth wheels combined and approximately 48 3 for motorhomes In Europe according to the European Caravan Federation ECF EHG s current market share for the six months ended June 30 2025 based on units was approximately 26 1 for motorcaravans and campervans combined and approximately 17 3 for caravans
Our business model includes decentralized operating units and our RV products are primarily sold to independent non franchise dealers who in turn retail those products The Company also sells component parts to both RV and other original equipment manufacturers including aluminum extruded components and sells aftermarket component parts through dealers and retailers Our growth has been achieved both organically and through acquisition and our strategy is designed to increase our profitability by driving innovation servicing our customers manufacturing quality products improving the efficiencies of our facilities and making strategic growth acquisitions
We generally have financed our growth through a combination of internally generated cash flows from operations and when needed outside credit facilities Capital acquisitions of 121 616 in fiscal 2025 were made primarily for purchases of land production building additions and improvements and replacing machinery and equipment used in the ordinary course of business See Note 2 to the Consolidated Financial Statements for capital acquisitions by segment The impact of consumer confidence which historically has been highly correlated with RV retail sales and the impact of inflation on the availability of discretionary funds of our end consumers combined with higher interest rates compared to recent years impacting both our independent dealers and the end consumer had a negative impact on demand for our products at both the wholesale and retail levels during fiscal 2025 particularly in North America and are expected to continue to impact the remainder of calendar year 2025 and into calendar 2026 These risks to our business are more fully described in Part 1 Item 1A Risk Factors of this Report
The One Big Beautiful Bill Act OBBB was signed into law on July 4 2025 The OBBB includes a broad range of tax reform provisions affecting businesses including but not limited to 100 bonus depreciation expensing of U S based research and development costs interest expense deduction limitations and changes to international tax provisions The most relevant impact to the Company for fiscal 2025 is the 100 bonus depreciation for qualified property placed in service after January 19 2025 The other relevant provisions of the OBBB will impact the Company in fiscal years 2026 and 2027 For fiscal year 2026 the Company will have the option to accelerate its previously capitalized and unamortized U S research and development costs over a one or two year period Changes to the international provisions will impact the Company in fiscal year 2027
On November 15 2023 the Company entered into amendments to both its term loan and ABL agreements to extend maturities and lower the applicable margins used to determine the interest rate on the U S dollar denominated loan tranche The maturity date for the term loan was extended from February 1 2026 to November 15 2030 Covenants and other material provisions of the term loan agreement remain materially unchanged Pursuant to the ABL amendment the maturity date for loans under the ABL agreement was extended from September 1 2026 to November 15 2028 Maximum availability under the ABL remains at 1 000 000 and the applicable margin covenants and other material provisions of the ABL remain materially unchanged As a result of these amendments and associated maturity date extensions the Company recognized total expense of 14 741 in fiscal 2024
Subsequently on July 1 2024 the Company entered into an amendment to its term loan to modify the applicable margins used to determine the interest rate on both the U S dollar denominated loans and Euro denominated loans The U S dollar interest rate under the amended agreement was reduced by 0 50 so that the applicable margin for Alternate Base Rate ABR based loans is now 1 25 and for Secured Overnight Financing Rate SOFR based loans is 2 25 In addition the applicable margin for the Euro loan interest rate was reduced by 0 25 so that the applicable margin for the EURIBOR based loans is 2 75
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
As of July 31 2025 we believe North American dealer inventory levels for most products are generally in line with the levels that dealers are comfortable stocking 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 current retail activity current RV wholesale prices as well as current interest rates and other carrying costs
THOR s total North American RV backlog as of July 31 2025 increased 200 352 or 15 1 to 1 529 634 from 1 329 282 as of July 31 2024 with the increase driven primarily by an increase in North American Motorized backlog which was adversely impacted at July 31 2024 by lower retail sales and dealer and consumer concerns over higher interest costs at that time
In September 2025 RVIA reconfirmed its June 2025 forecast for calendar year 2025 North American wholesale unit shipments Under a most likely scenario towable and motorized unit shipments are projected to increase to approximately 303 100 and 33 800 respectively for an annual total of approximately 337 000 units up 1 0 from the 2024 calendar year wholesale shipments The RVIA most likely forecast for calendar year 2025 could range from a lower estimate of approximately 320 400 total units to an upper estimate of approximately 353 500 units
As part of their September 2025 forecast RVIA also issued their initial estimates for calendar year 2026 wholesale unit shipments In the most likely scenario towable and motorized unit shipments are projected to increase to an approximated annual total of 349 300 units or 3 6 higher than the most likely scenario for calendar year 2025 wholesale shipments This calendar year 2026 most likely forecast could range from a lower estimate of approximately 332 400 total units to an upper estimate of approximately 366 100 units RVIA stated the primary reason for the forecasted increase in wholesale unit shipments during calendar year 2026 is their expectation for the RV industry to transition to a period of accelerating growth in the latter half of the calendar year supported by improved consumer finances and anticipated dealer replenishment activity
Note Data reported by Stat Surveys is based on official state and provincial records This information is subject to adjustment is continuously updated and is often impacted by delays in reporting by various states or provinces
We 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 grow from the current levels as consumer confidence and general economic conditions improve as 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
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
Historically RV industry sales have been impacted by a number of economic conditions faced by RV dealers and ultimately retail consumers such as the level of consumer confidence the rate of unemployment the rate of inflation 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 2026 In addition due to inflationary pressures including the impact of higher tariffs 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 particularly in the fall and winter months which historically are lower retail sales periods 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 calendar 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 imposition of new and higher U S tariffs on imports as well as retaliatory tariffs or other measures certain other countries have already or may impose on U S imports that may increase our material costs disrupt our supply of materials or negatively impact our sales into other countries 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 The impact of increased or new tariffs in our fiscal 2025 third and fourth quarters was relatively modest due to the timing of and changes in both the announced tariff rates and effective dates and our engagement with our vendors regarding the extent and timing of any resultant cost increases We would expect additional tariff impacts on our upcoming fiscal 2026 results but it is difficult to assess the ultimate impact they may have given the ongoing changes in tariff rates what components will be impacted and when plus the fact that we are often not importing products or components directly but rather through third party vendors and therefore do not have complete visibility regarding the timing or impact on the pricing of components we purchase We intend to continue negotiations with our vendors regarding the timing and extent of any tariff pass through costs and where possible will seek alternative supply sources with lower priced components
Historically we have generally been able to offset net cost increases over time but given the size and nature of the tariffs currently in the process of being implemented and future tariffs being discussed it may not be possible or desirable for us to pass on the full impact of tariff increases immediately as we are conscious of the impact it likely would have on the retail consumer and their demand for our products Once a clearer and more certain picture of the tariff environment is established we will be in a position to more fully assess the potential impact tariffs may have on our product selling prices and our operating results
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 especially when considering the impact tariffs may have on the availability of goods 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 but that could change quickly and with little advance notice given the current and potential future impact tariffs and other macroeconomic or political factors may have on supply 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
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 15 2 and 9 4 of the caravan and motorcaravan including campervans European market for the six months ended June 30 2025 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 July 31 2025 was approximately 22 200 units as compared to approximately 26 200 units as of July 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 campervan and towable inventory is slightly elevated
Our European Recreational Vehicle backlog as of July 31 2025 decreased 425 201 or 21 8 to 1 525 592 compared to 1 950 793 as of July 31 2024 primarily due to improved chassis supply availability and a return to normalized dealer inventory levels at July 31 2025
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
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 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
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 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 While confidence remains in our customer base in the short term we expect to continue to experience downward pressure on overall sales volume due to the current macroeconomic environment Our long term outlook for future growth in European RV retail sales remains positive due to favorable demographic trends and as more people utilize 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 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 major industry fair the 2025 Caravan Salon show in September 2025 experienced near record attendance which demonstrates the continued high level of interest 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 Labor agreements and various governmental regulations are primary drivers in the cost of our labor force and impact how and when we can adjust our labor force to align with changing production needs Adjusting our full time workforce downwards in most of the locations where we operate in Europe generally results in negotiated separation costs which may be material depending on the size of the workforce reduction Material and labor costs are the primary factors determining our cost of products sold and any future increases in these costs could negatively impact our profit margins if we are unable to offset those costs through a combination of product recontenting material sourcing strategies efficiency improvements headcount reductions 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 inhibited 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 and or other components used in our production of certain European motorized RVs and could also impact consumer buying patterns
When possible to minimize the future impact of supply chain constraints we have identified a second source supplier base for certain component parts however engineering requirements associated with an alternate component part particularly the chassis on which our various units are built could 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 impacted 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 As previously noted high levels of labor costs and limitations on our ability to reduce those costs commensurate with market conditions have in the past and could in the future negatively impact our European operations
Consolidated net sales for fiscal 2025 decreased 463 918 or 4 6 compared to fiscal 2024 The decrease in consolidated net sales is primarily due to lower current dealer and consumer demand in comparison to fiscal 2024 in the North American Motorized and European segments partially offset by an increase in net sales from our North American Towable segment Approximately 32 of the Company s consolidated net sales for fiscal 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 463 918 or 4 6 decrease in consolidated net sales in fiscal 2025 is net of an increase of 54 492 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 fiscal 2025 decreased 111 321 or 7 7 compared to fiscal 2024 Consolidated gross profit was 14 0 of consolidated net sales for fiscal 2025 and 14 5 for fiscal 2024 The decreases in consolidated gross profit and the consolidated gross profit percentage in fiscal 2025 compared to fiscal 2024 were both primarily due to the impact of the decrease in consolidated net sales coupled with increased sales discounting
Selling general and administrative expenses for fiscal 2025 increased 27 023 or 3 0 compared to fiscal 2024 This increase was primarily driven by the increase in certain Corporate and European selling general and administrative expenses as discussed below Selling general and administrative expenses were 9 6 of consolidated net sales for fiscal 2025 and 8 9 for fiscal 2024 with the increase in percentage due to the combination of the decrease in consolidated net sales in fiscal 2025 compared to fiscal 2024 and the increase in costs
The increase in other income net of 31 949 for fiscal 2025 as compared to fiscal 2024 includes an increase of 14 867 in the gain on the sales of property plant and equipment in fiscal 2025 as compared to fiscal 2024 primarily due to gains on the sales of certain production facilities in fiscal 2025 related to the strategic organizational restructuring of the Heartland towable operations In addition the fiscal 2025 other income net total includes 12 153 of insurance income related to the weather event discussed in Note 19 to the Consolidated Financial Statements and an improvement in the operating results of our equity method investments of 9 331 as discussed in Note 7 to the Consolidated Financial Statements These favorable changes were partially offset by an increase in foreign exchange losses of 8 315 between fiscal 2025 and fiscal 2024
Amortization of intangible assets expense for fiscal 2025 decreased 13 517 or 10 2 to 119 027 compared to fiscal 2024 due to a reduction in dealer network amortization which is amortized on an accelerated basis and therefore decreases over time
The decrease of 52 653 or 15 1 in income before income taxes for fiscal 2025 compared to fiscal 2024 was primarily driven by the impact of the decrease in consolidated net sales and the increase in selling general and administrative expenses noted above
The overall annual effective income tax rate for fiscal 2025 was 13 4 compared with 23 9 for fiscal 2024 The two primary reasons for the decrease in the overall annual effective income tax rate were the foreign tax law change in fiscal 2025 that resulted in the favorable revaluation of foreign deferred tax liabilities and the rate was also favorably impacted by the year over year change in the jurisdictional mix of earnings between foreign and domestic operations inclusive of certain foreign exchange gains not subject to taxation
The 13 850 increase in Corporate expenses included in selling general and administrative expenses for fiscal 2025 compared to fiscal 2024 includes increases in compensation costs of 15 738 primarily due to employee separation costs related to certain headcount reductions in fiscal 2025 and incentive compensation of 7 854 In addition the prior year period included income of 17 012 related to matters discussed in Note 14 to the Consolidated Financial Statements These increases were partially offset by decreases in stock based compensation expense of 7 029 legal and professional fees of 8 521 primarily related to third party fees of 7 175 incurred in fiscal 2024 with the debt refinancing discussed in Note 12 to the Consolidated Financial Statements dealer promotional costs of 6 517 and repurchase costs of 3 300 related to our standby repurchase obligations reserve due to reductions in both dealer inventory levels and repurchase activity compared to the prior fiscal year
Net expense for Corporate interest and other income and expenses decreased 45 872 in fiscal 2025 compared to fiscal 2024 Net interest expense decreased by 36 198 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 operating results of our equity method investments as discussed in Note 7 to the Consolidated Financial Statements improved by 9 331 in fiscal 2025 as compared to fiscal 2024 and there were favorable changes of 7 612 in certain other equity investments and warrants due to market value fluctuations These favorable changes were partially offset by an unfavorable change of 2 377 in the fair value of the Company s deferred compensation assets and an increase of 4 394 in non cash foreign currency losses on certain Euro denominated loans between the two periods
The increase in total North American Towable net sales of 2 9 compared to the prior fiscal year resulted from a 6 2 increase in unit shipments and a 3 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 was primarily due to the heightened demand for the lower cost travel trailer units as compared to the prior year According to statistics published by RVIA for the twelve months ended July 31 2025 combined travel trailer and fifth wheel wholesale unit shipments increased 6 3 compared to the same period last year According to statistics published by Stat Surveys for the twelve month periods ended June 30 2025 and 2024 our retail market share for travel trailers and fifth wheels combined was 38 4 and 40 3 respectively
The decrease in the overall net price per unit within the travel trailer product line of 9 5 during fiscal 2025 was primarily due to current product mix trending toward more moderately priced units as compared to the prior year The increase within the fifth wheel product line of 6 6 during fiscal 2025 was primarily due to product mix changes and lower sales discounting as compared to fiscal 2024
North American Towable cost of products sold increased 35 405 to 3 287 690 or 86 9 of North American Towable net sales for fiscal 2025 compared to 3 252 285 or 88 4 of North American Towable net sales for fiscal 2024 Changes in material labor freight out and warranty costs comprised 27 822 of the 35 405 increase in cost of products sold Material labor freight out and warranty costs as a combined percentage of North American Towable net sales were 78 8 for fiscal 2025 and 80 2 for fiscal 2024 with the reduction including a decrease in the material cost percentage primarily due to lower sales discounting and the warranty cost percentage also improved
Total manufacturing overhead increased 7 583 in correlation with the increase in net sales and decreased slightly as a percentage of North American Towable net sales from 8 2 to 8 1 as the increased net sales levels resulted in lower overhead costs per unit sold Variable costs included in manufacturing overhead increased 7 746 in fiscal 2025 compared to fiscal 2024 as a result of the increase in North American Towable net sales
The increase of 69 590 in North American Towable gross profit for fiscal 2025 compared to fiscal 2024 is driven by the increase in North American Towable net sales coupled with the increase in the gross profit percentage which is due to the decrease in the cost of products sold percentage noted above
The increase of 10 206 in North American Towable selling general and administrative expenses for fiscal 2025 compared to fiscal 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 7 679 The slight increase in the overall selling general and administrative expense as a percentage of North American Towable net sales is primarily due to an increase in the incentive compensation cost percentage due to the increase in income before income taxes
The increase of 77 780 in North American Towable income before income taxes for fiscal 2025 compared to fiscal 2024 was primarily due to the increase in North American Towable net sales and the improvement in the cost of products sold percentage as well as an increase of 14 797 in gains on the sales of property plant and equipment primarily related to the strategic organizational restructuring of the Heartland towable operations in fiscal 2025 The primary reason for the increase in the income before income taxes percentage was the decrease in the cost of products sold percentage noted above
The decrease in total North American Motorized net sales of 11 0 compared to the prior fiscal year resulted from an 8 6 decrease in unit shipments and a 2 4 decrease 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 fiscal 2024 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 fiscal year According to statistics published by RVIA for the twelve months ended July 31 2025 combined motorhome wholesale unit shipments decreased 11 6 compared to the same period last year According to statistics published by Stat Surveys for the twelve month periods ended June 30 2025 and 2024 our retail market share for motorhomes was 47 7 and 47 8 respectively
The decrease in the overall change in product mix and price per unit within the Class A product line of 4 5 was primarily due to product mix changes primarily a higher concentration in fiscal 2025 of the more moderately priced gas units as opposed to the higher priced diesel units in addition to higher discounting levels The decrease in the overall net price per unit within the Class C product line of 1 8 was primarily due to higher discounting levels and the Class B product line increase of 2 7 was primarily due to increases from product mix changes and selective net selling price increases being partially offset by higher discounting levels compared to fiscal 2024
North American Motorized cost of products sold decreased 203 040 to 1 964 970 or 90 3 of North American Motorized net sales for fiscal 2025 compared to 2 168 010 or 88 6 of North American Motorized net sales for fiscal 2024 The changes in material labor freight out and warranty costs comprised 188 009 of the 203 040 decrease due to the decreased sales volume Material labor freight out and warranty costs as a combined percentage of motorized net sales was 84 1 for fiscal 2025 compared to 82 4 for fiscal 2024 with the increase due to an increase in the material cost percentage primarily due to higher sales discounting and product mix changes partially offset by a decrease in the warranty cost percentage
Total manufacturing overhead decreased 15 031 with the decrease in net sales but remained the same as a percentage of North American Motorized net sales at 6 2 Variable costs in manufacturing overhead decreased 14 829 in fiscal 2025 compared to fiscal 2024 as a result of the decrease in North American Motorized net sales
The decrease of 67 206 in North American Motorized gross profit for fiscal 2025 compared to fiscal 2024 was driven by the decrease in North American Motorized net sales coupled with the decrease in the gross profit percentage which is due to the increase in the cost of products sold percentage noted above
The decrease of 11 683 in North American Motorized selling general and administrative expenses in fiscal 2025 compared to fiscal 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 10 911 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 41 153 in North American Motorized income before income taxes for fiscal 2025 compared to fiscal 2024 was primarily due to the impact of the decrease in North American Motorized net sales partially offset by 11 180 of insurance income recognized in fiscal 2025 as discussed in Note 19 to the Consolidated Financial Statements The primary reason for the decrease in the income before income taxes percentage was the increase in the cost of products sold percentage noted above
The decrease in total European Recreational Vehicle net sales of 10 1 compared to the prior fiscal year resulted from a decrease of 19 7 in unit shipments and an increase of 9 6 in the overall net price per unit due to the total impact of changes in foreign currency product mix and price The decrease in European Recreational Vehicle net sales of 341 019 includes an increase of 54 492 or 1 7 of the net 10 1 decrease due to the change in foreign exchange rates in fiscal 2025 compared to fiscal 2024 Sales on a constant currency basis decreased by 11 8
The overall net price per unit increase of 9 6 includes an increase of 1 7 due to the impact of foreign currency exchange rate changes and a constant currency increase of 7 9 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 fiscal 2025 as compared to fiscal 2024 and the continued trend of consumer preference toward Motorcaravans
The constant currency decreases in the Motorcaravan product line of 0 3 and in the Caravan product line of 1 9 were both 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 8 3 was primarily due to fiscal 2025 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 220 127 to 2 563 642 or 84 8 of European Recreational Vehicle net sales for fiscal 2025 compared to 2 783 769 or 82 7 of European Recreational Vehicle net sales for fiscal 2024 Changes in material labor freight out and warranty costs comprised 221 246 of the 220 127 decrease Material labor freight out and warranty costs as a combined percentage of European Recreational Vehicle net sales increased to 73 4 for fiscal 2025 compared to 72 5 for fiscal 2024 with the increase primarily due to an increase in the material cost percentage due to increased sales discounting
Total manufacturing overhead increased a slight 1 119 but increased as a percentage of European Recreational Vehicle net sales from 10 2 to 11 4 primarily due to the net sales decrease resulting in higher overhead costs per unit sold
The decrease of 120 892 in European Recreational Vehicle gross profit for fiscal 2025 compared to fiscal 2024 was primarily due to the decrease in European Recreational Vehicle net sales coupled with the decrease in gross profit percentage which was primarily due to the increases in both the material and manufacturing overhead cost percentages noted above
The 8 241 increase in European Recreational Vehicle selling general and administrative expenses for fiscal 2025 compared to fiscal 2024 was primarily due to a total of 6 686 in employee separation costs and an increase in repurchase and dealer financing costs of 7 033 These increases were partially offset by 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 5 066 The increase in the overall selling general and administrative expense as a percentage of European Recreational Vehicle net sales was primarily due to the decrease in European Recreational Vehicle net sales
The decrease of 129 743 in European Recreational Vehicle income before income taxes for fiscal 2025 compared to fiscal 2024 was primarily due to the impact of the 10 1 decrease in European Recreational Vehicle net sales The primary reasons for the decrease in the income before income taxes percentage were the increases in both the cost of products sold and selling general and administrative expense percentages noted above
As of July 31 2025 we had 586 596 in cash and cash equivalents of which 412 088 is held in the United States and the equivalent of 174 508 predominantly in Euros is held in Europe compared to 501 316 on July 31 2024 of which 373 031 was held in the United States 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 United States The components of the 85 280 increase in cash and cash equivalents are described in more detail below but the increase was primarily attributable to cash provided by operations of 577 923 less cash used in financing activities of 426 306 and cash used in investing activities of 64 465
Net working capital at July 31 2025 was 1 193 279 compared to 1 083 005 at July 31 2024 Capital expenditures of 122 987 for fiscal 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 840 000 at July 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 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 fiscal 2026 is 225 000 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
The Company s Board currently intends to continue regular quarterly cash dividend payments in the future As is customary under credit facilities certain actions including our ability to pay dividends are subject to the satisfaction of certain conditions prior to payment The conditions for the payment of dividends under the existing debt facilities include a minimum level of adjusted excess cash availability and a fixed charge coverage ratio test both as defined in the credit agreements The declaration of future dividends and the establishment of the per share amounts record dates and payment dates for any such future dividends are subject to the determination of the Board and will be dependent upon future earnings cash flows and other factors in addition to compliance with any then existing financing facilities
For fiscal 2025 net income adjusted for non cash items primarily depreciation amortization of intangibles deferred income tax benefit and stock based compensation provided 512 046 of operating cash The change in net working capital provided additional operating cash of 65 877 during fiscal 2025 primarily due to an increase in accounts payable from extending vendor payment terms on certain raw material purchases partially offset by required income tax payments exceeding the income tax provisions for fiscal 2025
For fiscal 2024 net income adjusted for non cash items primarily depreciation amortization of intangibles deferred income tax benefit and stock based compensation provided 564 153 of operating cash The change in net working capital used operating cash of 18 605 during fiscal 2024 primarily due to a reduction in inventory levels being more than offset by a decrease in accounts payable associated with the decrease in inventory levels required income tax payments exceeding the income tax provision for fiscal 2024 and a decrease in certain accrued liabilities as a result of the reduction in sales and production compared to fiscal 2023
Net cash used in investing activities for fiscal 2025 was 64 465 primarily due to capital expenditures of 122 987 being partially offset by proceeds from the dispositions of property plant and equipment of 63 305
Net cash used in financing activities for fiscal 2025 was 426 306 primarily for debt payments on the term loan credit facilities of 205 000 and on other debt of 31 993 as well as regular quarterly dividend payments of 0 50 per share for each quarter of fiscal 2025 totaling 106 130 and 52 647 was used for treasury share repurchases
Net cash used in financing activities for fiscal 2024 was 337 677 including borrowings of 113 502 on the asset based credit facility for temporary working capital needs and subsequent payments of 111 555 on the asset based credit facility In addition borrowings of 186 723 were made in connection with the debt refinancing discussed in Note 12 to the Consolidated Financial Statements and payments totaling 340 619 were made on the term loan credit facilities of which 127 626 was paid in connection with the debt refinancing Additionally the Company made regular quarterly cash dividend payments of 0 48 per share for each quarter of fiscal 2024 totaling 102 137 and 68 387 was used for treasury share repurchases
The Company increased its previous regular quarterly dividend of 0 48 per share to 0 50 per share in October 2024 The Company increased its previous regular quarterly dividend of 0 45 per share to 0 48 per share in October 2023
Our principal contractual obligations and commercial commitments at July 31 2025 are summarized in the following charts Unrecognized income tax benefits in the amount of 13 688 have been excluded from the table because we are unable to determine a reasonably reliable estimate of the timing of future payment We have no other material off balance sheet commitments
The standby repurchase totals above do not consider any curtailments that lower the eventual repurchase obligation totals and these obligations generally extend up to eighteen months from the date of sale of the related product to the dealer In estimating the expiration of the standby repurchase obligations we used inventory reports as of July 31 2025 from our independent dealers primary lending institutions and made an assumption for obligations for inventory aged 0 12 months that it was financed evenly over the twelve month period
The Consolidated Financial Statements are prepared in conformity with accounting principles generally accepted in the United States of America The preparation of these financial statements requires the use of estimates judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented We believe that of our accounting estimates the following may involve a higher degree of judgment and complexity
Goodwill results from the excess of purchase price over the net assets of an acquired business The Company s reporting units are generally the same as its operating segments which are identified in Note 2 to the Consolidated Financial Statements Goodwill is not amortized but is tested for impairment annually as of May 31 of each fiscal year and whenever events or changes in circumstances indicate that an impairment may have occurred The total carrying value of goodwill as of July 31 2025 is 1 841 118 See Note 6 to the Consolidated Financial Statements for a summary of changes in carrying value by fiscal year and reportable segment If the carrying amount of a reporting unit exceeds its fair value an impairment charge equal to that excess is recognized not to exceed the amount of goodwill allocated to the reporting unit As part of the annual impairment testing the Company may utilize a qualitative approach rather than a quantitative approach to determine if an impairment exists considering various factors including industry changes actual results as compared to forecasted results or the timing of a recent acquisition if applicable
For the Company s May 31 2025 annual impairment test certain reporting units showed fair value exceeding carrying value by less than 25 The aggregate value of goodwill in these reporting units is approximately 75 of the Company s consolidated goodwill balance Fair values are determined using discounted cash flow models and these estimates are subject to significant management judgment including the determination of many factors and inputs such as but not limited to sales growth rates gross margin patterns cost growth rates terminal value assumptions and discount rates developed using market observable inputs and consideration of risk regarding future performance Market multiples derived from selected guideline public companies are also utilized to evaluate the discounted cash flow models Changes in any of these estimates can have a significant impact on the determination of fair value Additionally market data and factors outside the Company s control such as interest rates dealer and end consumer demand consumer preferences or unexpected competition could have a significant impact on estimated fair values Changes in any of these estimates or other factors could potentially result in future material impairments in one or more of the Company s reporting units
The Company s intangible assets are dealer networks trademarks and design technology and other intangible assets acquired in business acquisitions Dealer networks are valued on a Discounted Cash Flow method and are amortized on an accelerated basis over 12 to 20 years with amortization beginning after any applicable backlog amortization is completed Trademarks and design technology assets are both valued on a Relief of Royalty method and are both amortized on a straight line basis using lives of 15 to 25 years for trademarks and 10 to 15 years for design technology assets respectively Amortizable intangible assets net as of July 31 2025 totaled 758 758 See Note 6 to the Consolidated Financial Statements for a summary of the components of that balance
We review our tangible and intangible long lived assets individually or in a related group as appropriate for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable from future cash flows attributable to the assets We continually assess whether events or changes in circumstances represent a triggering event that would require us to complete an impairment assessment Factors that we consider in determining whether a triggering event has occurred include among other things whether there has been a significant adverse change in legal factors business climate or competition related to the operation of the asset whether there has been a significant decrease in actual or expected operating results related to the asset and whether there are current plans to sell or dispose of the asset The determination of whether a triggering event has occurred is subject to significant management judgment including at which point or fiscal quarter a triggering event has occurred when the relevant adverse factors persist over extended periods
The Company completed its annual goodwill impairment test as of May 31 2025 and no impairment was identified See Note 6 to the Consolidated Financial Statements for further information regarding goodwill and intangible assets
We generally provide retail customers of our products with either a one year or two year warranty covering defects in material or workmanship with longer warranties on certain structural components or other items We record a liability which totaled 291 130 at July 31 2025 based on our best estimate of the amounts necessary to settle unpaid existing claims and estimated future claims on products sold as of the balance sheet date Factors we use in estimating the warranty liability include a history of retail sold units existing THOR units in dealer inventory historical average costs per unit incurred and a profile of the distribution of warranty expenditures over the warranty period A significant increase in service shop rates the cost of parts or the frequency of claims could have a material adverse impact on our operating results for the period or periods in which such additional claims or costs materialize Management believes that the warranty liability is appropriate however actual claims incurred could differ from estimates requiring adjustments to the reserves
The Company is exposed to market risk from changes in foreign currency exchange rates and interest rates as well as inflation 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
The Company s principal currency exposures mainly relate to the Euro and British Pound Sterling The Company has used foreign currency forward contracts to manage certain foreign exchange rate exposure related to anticipated sales transactions in Pound 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 373 812 of debt denominated in Euros at July 31 2025 A hypothetical 10 change in the Euro U S dollar exchange rate would change our July 31 2025 debt balance by an estimated 37 381
In the normal course of business we are exposed to market risk from changes in interest rates that could affect our results of operations and financial condition We manage our exposure to interest rate risks through our regular operations and financing activities 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 19 6 of our weighted average interest rate at July 31 2025 would result in an estimated 4 138 reduction in income before income taxes over a one year period
The Company is subject to market risk from fluctuating market prices for certain purchased raw materials including steel and aluminum and we purchase component parts containing various commodities as well which are integrated into our manufactured products While such materials are typically available through multiple suppliers commodity raw materials are inherently subject to price fluctuations and could impact our results of operations As part of its normal ongoing operations the Company negotiates with suppliers regarding the timing and extent of any commodity price increases
Earnings loss per common share are computed independently for each of the quarters presented based on net income loss attributable to THOR Industries Inc The summation of the quarterly amounts will not necessarily equal the total earnings per common share reported for the year due to changes in the weighted average shares outstanding during the year
The Company maintains disclosure controls and procedures as such term is defined under Securities 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 the Company s 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 the Company s management necessarily 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 the Company s management including its 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 the Company s disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded processed summarized and reported within the time periods specified by the SEC s rules and forms and is accumulated and communicated to the Company s management as appropriate to allow for timely decisions regarding required disclosure
Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Exchange Act Rule 13a 15 f Internal control over financial reporting refers to a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that i pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and dispositions of our assets ii provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that our receipts and expenditures are being made only in accordance with authorizations of our management and members of our Board of Directors and iii provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition use or disposition of our assets that could have a material effect on our financial statements
Because of its inherent limitations internal control over financial reporting may not prevent or detect misstatements Also projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate
issued by the Committee of Sponsoring Organizations of the Treadway Commission Based on its assessment management believes that as of July 31 2025 the Company s internal control over financial reporting is effective based on those criteria
During the fourth quarter of fiscal year 2025 there have been no changes in our internal control over financial reporting that have materially affected or are reasonably likely to materially affect our internal control over financial reporting
We have audited the internal control over financial reporting of THOR Industries Inc and subsidiaries the Company as of July 31 2025 based on criteria established in Internal Control Integrated Framework 2013 issued by the Committee of Sponsoring Organizations of the Treadway Commission COSO In our opinion the Company maintained in all material respects effective internal control over financial reporting as of July 31 2025 based on criteria established in Internal Control Integrated Framework 2013 issued by COSO
We have also audited in accordance with the standards of the Public Company Accounting Oversight Board United States PCAOB the consolidated financial statements as of and for the year ended July 31 2025 of the Company and our report dated September 24 2025 expressed an unqualified opinion on those financial statements
The Company s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management s Annual Report on Internal Control over Financial Reporting Our responsibility is to express an opinion on the Company s internal control over financial reporting based on our audit We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U S federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB
We conducted our audit in accordance with the standards of the PCAOB Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects Our audit included obtaining an understanding of internal control over financial reporting assessing the risk that a material weakness exists testing and evaluating the design and operating effectiveness of internal control based on the assessed risk and performing such other procedures as we considered necessary in the circumstances We believe that our audit provides a reasonable basis for our opinion
company s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles A company s internal control over financial reporting includes those policies and procedures that 1 pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company 2 provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company and 3 provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition use or disposition of the company s assets that could have a material effect on the financial statements
Because of its inherent limitations internal control over financial reporting may not prevent or detect misstatements Also projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate
The Company s Insider Trading Policy permits its directors and officers to trade Company stock under a Rule 10b5 1 trading arrangement as defined in Item 408 of Regulation S K that is intended to satisfy the affirmative defense of Rule 10b5 1 c under the Exchange Act subject to compliance with applicable regulations as well as the Company s Insider Trading Policy and share ownership requirements The Insider Trading Policy provides that each officer or director Rule 10b5 1 trading arrangement must be entered into in writing during an open trading window and at a time that the officer or director is not aware of material nonpublic information The Company generally requires that any Rule 10b5 1 trading arrangement adopted by an officer or director must not expire within one year of implementation and is subject to a mandatory cooling off period requirement
No director or officer of the Company adopted or terminated a Rule 10b5 1 trading arrangement or non Rule 10b5 1 trading arrangement as defined in Item 408 of Regulation S K during the three months ended July 31 2025
The Company has adopted a written code of ethics the THOR Industries Inc Business Ethics Policy which is applicable to all directors officers and employees of the Company including the Company s principal executive officer principal financial officer principal accounting officer or controller and other executive officers identified pursuant to this Item 10 who perform similar functions collectively the Selected Officers In accordance with the rules and regulations of the SEC a copy of the code has been posted on the Company s website at
and is also available in print to any person without charge upon request The Company intends to disclose any changes in or waivers from its code of ethics applicable to any Selected Officer on its website at
The other information in response to this Item is included under the captions OUR BOARD OF DIRECTORS EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS BOARD OF DIRECTORS STRUCTURE AND COMMITTEES AND CORPORATE GOVERNANCE OWNERSHIP OF COMMON STOCK and DELINQUENT SECTION 16 A REPORTS in the Company s definitive Proxy Statement to be filed with the SEC pursuant to Regulation 14A which portions of said Proxy Statement are hereby incorporated by reference
The information required in response to this Item is contained under the captions COMPENSATION DISCUSSION AND ANALYSIS EXECUTIVE COMPENSATION BOARD OF DIRECTORS STRUCTURE AND COMMITTEES AND CORPORATE GOVERNANCE DIRECTOR COMPENSATION and COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION in the Company s definitive Proxy Statement to be filed with the SEC pursuant to Regulation 14A which portions of said Proxy Statement are hereby incorporated by reference
The other information required in response to this Item is contained under the caption OWNERSHIP OF COMMON STOCK in the Company s definitive Proxy Statement to be filed with the SEC pursuant to Regulation 14A which portions of said Proxy Statement are hereby incorporated by reference
The information required in response to this Item is contained under the captions CERTAIN RELATIONSHIPS AND TRANSACTIONS WITH MANAGEMENT and BOARD OF DIRECTORS STRUCTURE COMMITTEES AND CORPORATE GOVERNANCE in the Company s definitive Proxy Statement to be filed with the SEC pursuant to Regulation 14A which portions of said Proxy Statement are hereby incorporated by reference
The information required in response to this Item is contained under the caption INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES in the Company s definitive Proxy Statement to be filed with the SEC pursuant to Regulation 14A which portion of said Proxy Statement is hereby incorporated by reference
All financial statement schedules have been omitted since the required information is either not applicable not material or is included in the consolidated financial statements and notes thereto included in this Annual Report on Form 10 K
Indenture dated as of October 14 2021 among the Company the guarantors named therein and U S Bank National Association as trustee incorporated by reference to Exhibit 4 1 to the Company s Current Report on Form 8 K filed October 14 2021
Thor Industries Inc Form of Indemnification Agreement for executive officers and directors of the Company incorporated by reference to Exhibit 10 1 of the Company s Quarterly Report on Form 10 Q for the quarterly period ended January 31 2011
Amended and Restated Dealer Exclusivity Agreement dated as of January 30 2009 by and among Thor Industries Inc FreedomRoads Holding Company LLC FreedomRoads LLC and certain subsidiaries of FreedomRoads LLC incorporated by reference to Exhibit 10 1 of the Company s Quarterly Report on Form 10 Q for the quarterly period ended April 30 2011
Amendment No 1 to Amended and Restated Dealer Exclusivity Agreement between the Company FreedomRoads Holding Company LLC FreedomRoads LLC and certain subsidiaries of FreedomRoads LLC dated as of December 22 2009 incorporated by reference to Exhibit 10 2 of the Company s Current Report on Form 8 K dated December 22 2009
Form of Restricted Stock Unit Award Agreement for Grants to Employees of the Company under the Thor Industries Inc 2016 Equity and Incentive Plan incorporated by reference to Exhibit 99 1 of the Company s Current Report on Form 8 K dated March 20 2017
Form of Restricted Stock Unit Award Agreement for Grants to Non Employee Directors of the Company under the Thor Industries Inc 2016 Equity and Incentive Plan incorporated by reference to Exhibit 99 2 of the Company s Current Report on Form 8 K dated March 20 2017
Term Loan Agreement dated as of February 1 2019 by and among the Company as borrower the several lenders from time to time parties thereto and JPMorgan Chase Bank N A as administrative agent incorporated by reference to Exhibit 10 1 of the Company s Current report on Form 8 K dated February 1 2019 as amended April 18 2019
ABL Credit Agreement dated as of February 1 2019 by and among the Company certain domestic subsidiaries of the Company certain subsidiaries of EHG organized under the laws of Germany and a subsidiary of EHG organized under the laws of the United Kingdom the several lenders from time to time parties thereto and JPMorgan as administrative agent incorporated by reference to Exhibit 10 2 of the Company s Current report on Form 8 K dated February 1 2019 as amended April 18 2019
Amendment No 1 to the Term Loan Credit Agreement dated as of March 25 2021 by and among the Company certain subsidiaries of the Company and JPMorgan Chase Bank N A as Administrative Agent and Term B 1 Lender incorporated by reference to Exhibit 10 1 of the Company s Quarterly Report on Form 10 Q for the quarterly period ended April 30 2021
Form of Employment Agreement between the Company and each of Robert W Martin Colleen Zuhl W Todd Woelfer and Trevor Q Gasper dated July 24 2023 incorporated by reference to Exhibit 10 11 to the Company s Annual Report on Form 10 K for the fiscal year ended July 31 2023
Amendment No 1 to the ABL Credit Agreement dated as of September 1 2021 by and among the Company certain domestic subsidiaries of the Company certain subsidiaries of EHG organized under the laws of Germany and a subsidiary of EHG organized under the laws of the United Kingdom the several lenders from time to time parties thereto and JPMorgan Chase Bank N A as Administrative Agent incorporated by reference to Exhibit 10 1 to the Company s Quarterly Report on Form 10 Q for the quarterly period ended October 31 2021
Amendment No 2 to the Term Loan Credit Agreement dated as of May 9 2023 by and among the Company certain subsidiaries of the Company and JPMorgan Chase Bank N A as Administrative Agent and Term B 1 Lender incorporated by reference to Exhibit 10 13 to the Company s Annual Report on Form 10 K for the fiscal year ended July 31 2023
Amendment No 2 to the ABL Credit Agreement dated as of May 1 2023 by and among the Company certain domestic subsidiaries of the Company certain subsidiaries of EHG organized under the laws of Germany and a subsidiary of EHG organized under the laws of the United Kingdom the several lenders from time to time parties thereto and JPMorgan Chase Bank N A as Administrative Agent incorporated by reference to Exhibit 10 14 to the Company s Annual Report on Form 10 K for the fiscal year ended July 31 2023
Amendment No 3 to the Term Loan Credit Agreement dated as of November 15 2023 by and among the Company certain subsidiaries of the Company and JPMorgan Chase Bank N A as Administrative Agent and Term B 1 Lender incorporated by reference to Exhibit 10 1 of the Company s Quarterly Report on Form 10 Q for the quarterly period ended January 31 2024
Amendment No 3 to the ABL Credit Agreement dated as of November 15 2023 by and among the Company certain domestic subsidiaries of the Company certain subsidiaries of EHG organized under the laws of Germany and a subsidiary of EHG organized under the laws of the United Kingdom the several lenders from time to time parties thereto and JPMorgan Chase Bank N A as Administrative Agent incorporated by reference to Exhibit 10 2 of the Company s Quarterly Report on Form 10 Q for the quarterly period ended January 31 2024
Form of Employment Agreement between the Company and Michele McDermott dated January 29 2024 incorporated by reference to Exhibit 10 3 of the Company s Quarterly Report on Form 10 Q for the quarterly period ended January 31 2024
Amendment No 4 to the Term Loan Credit Agreement dated as of July 1 2024 by and among the Company certain subsidiaries of the Company and JPMorgan Chase Bank N A as Administrative Agent and Term B 1 Lender incorporated by reference to Exhibit 10 18 to the Company s Annual Report on Form 10 K for the fiscal year ended July 31 2024
THOR Industries Inc Policy ADM 2A Insider Trading effective July 10 2015 and revised effective February 1 2024 incorporated by reference to Exhibit 19 1 to the Company s Annual Report on Form 10 K for the fiscal year ended July 31 2024
THOR Industries Inc s Amended and Restated Policy on Recoupment of Performance Based Compensation in the Event of an Accounting Restatement incorporated by reference to Exhibit 97 1 to the Company s Annual Report on Form 10 K for the fiscal year ended July 31 2024
Attached as Exhibits 101 to this report are the following financial statements from the Company s Annual Report on Form 10 K for the year ended July 31 2025 formatted in iXBRL Inline eXtensible Business Reporting Language i the Consolidated Balance Sheets ii the Consolidated Statements of Income and Comprehensive Income iii Consolidated Statements of Stockholders Equity iv the Consolidated Statements of Cash Flows and v related notes to these financial statements
Certain schedules and exhibits referenced in certain agreements filed as exhibits hereto have been omitted in accordance with Item 601 b 2 of Regulation S K A copy of any omitted schedule and or exhibit will be furnished supplementally to the Securities and Exchange Commission upon request
Pursuant to the requirements of Section 13 or 15 d of the Securities Exchange Act of 1934 the Registrant has duly caused this report to be signed on September 24 2025 on its behalf by the undersigned thereunto duly authorized
Pursuant to the requirements of the Securities Exchange Act of 1934 this report has been signed on September 24 2025 by the following persons on behalf of the Registrant and in the capacities indicated
We have audited the accompanying consolidated balance sheets of THOR Industries Inc and subsidiaries the Company as of July 31 2025 and 2024 the related consolidated statements of income and comprehensive income stockholders equity and cash flows for each of the three years in the period ended July 31 2025 and the related notes collectively referred to as the financial statements In our opinion the financial statements present fairly in all material respects the financial position of the Company as of July 31 2025 and 2024 and the results of its operations and its cash flows for each of the three years in the period ended July 31 2025 in conformity with accounting principles generally accepted in the United States of America
We have also audited in accordance with the standards of the Public Company Accounting Oversight Board United States PCAOB the Company s internal control over financial reporting as of July 31 2025 based on criteria established in Internal Control Integrated Framework 2013 issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated September 24 2025 expressed an unqualified opinion on the Company s internal control over financial reporting
These financial statements are the responsibility of the Company s management Our responsibility is to express an opinion on the Company s financial statements based on our audits We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U S federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB
We conducted our audits in accordance with the standards of the PCAOB Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement whether due to error or fraud Our audits included performing procedures to assess the risks of material misstatement of the financial statements whether due to error or fraud and performing procedures that respond to those risks Such procedures included examining on a test basis evidence regarding the amounts and disclosures in the financial statements Our audits also included evaluating the accounting principles used and significant estimates made by management as well as evaluating the overall presentation of the financial statements We believe that our audits provide a reasonable basis for our opinion
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that 1 relates to accounts or disclosures that are material to the financial statements and 2 involved our especially challenging subjective or complex judgments The communication of critical audit matters does not alter in any way our opinion on the financial statements taken as a whole and we are not by communicating the critical audit matter below providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates
The Company tests goodwill for impairment annually and whenever events or changes in circumstances indicate that an impairment may have occurred The Company typically utilizes a quantitative assessment to test for impairment which involves a comparison of the fair value of a reporting unit with its carrying value Fair values are determined using discounted cash flow models and these estimates are subject to significant management judgment including the determination of many factors and inputs such as but not limited to sales growth rates gross margin patterns cost growth rates terminal value assumptions and discount rates developed using market observable inputs and consideration of risk regarding future performance The implied valuation multiples from the discounted cash flow models are also assessed relative to market multiples derived from selective guideline public companies to evaluate the reasonableness of the discounted cash flow model results Changes in any of these estimates can have a significant impact on the determination of cash flows and fair value and could potentially result in future material impairments The goodwill balance was 1 841 million as of July 31 2025 of which 392 million was allocated to the Airxcel reporting unit As a result of the assessment performed by the Company during the year ended July 31 2025 the Company concluded that the fair value of the Airxcel reporting unit exceeded its carrying value and that there was no impairment of Airxcel reporting unit goodwill
We identified the valuation of goodwill for the Airxcel reporting unit as a critical audit matter due to the significant judgments made by management to estimate the fair value of the reporting unit and the difference between the fair value of the reporting unit and its carrying value This required a high degree of auditor judgment and an increased extent of effort including the need to involve our fair value specialists when performing audit procedures to evaluate the reasonableness of management s sales growth rates and the selection of the discount rate used in the discounted cash flow model
We tested the effectiveness of controls over management s determination of the reporting unit s fair value including controls related to sales growth rates and management s selection of the discount rate
We evaluated the reasonableness of the sales growth rates by comparing forecasted sales to historical operating results internal information communicated to management and the Board of Directors external data encompassing the recreational vehicle industry and information furnished to the public by the Company its peers and analysts following the Company and the industry
With the assistance of our fair value specialists we evaluated the reasonableness of the discount rate including testing the underlying source information and the mathematical accuracy of the calculations and developing a range of independent estimates and comparing the range to the discount rate selected by management
THOR Industries Inc was founded in 1980 and is the sole owner of operating subsidiaries collectively the Company or THOR that combined represent the world s largest manufacturer of recreational vehicles RVs by units sold and revenue The Company manufactures a wide variety of RVs in the United States and Europe and sells those vehicles as well as related parts and accessories primarily to independent non franchise dealers throughout the United States Canada and Europe Unless the context requires or indicates otherwise all references to THOR the Company we our and us refer to THOR Industries Inc and its subsidiaries
The Company s business activities are primarily comprised of three distinct operations which include the design manufacture and sale of North American Towable Recreational Vehicles North American Motorized Recreational Vehicles and European Recreational Vehicles with the European vehicles including both towable and motorized products as well as other RV related products and services Accordingly the Company has presented financial information for these three segments in Note 2 to the Consolidated Financial Statements
The accompanying Consolidated Financial Statements include the accounts of THOR Industries Inc and its subsidiaries The Company consolidates all majority owned subsidiaries and all intercompany balances and transactions are eliminated upon consolidation The results of any companies acquired during a year are included in the consolidated financial statements for the applicable year from the effective date of the acquisition
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period Key estimates include the valuation of acquired assets and liabilities reserves for inventory incurred but not reported medical claims warranty claims dealer promotional accruals workers compensation claims vehicle repurchases uncertain tax positions product and non product litigation and assumptions made in asset impairment assessments The Company bases its estimates on historical experience and on various other assumptions believed to be reasonable under the circumstances The Company believes that such estimates are made using consistent and appropriate methods Actual results could differ from these estimates
Interest bearing deposits and other investments with maturities of three months or less when purchased are considered cash equivalents At July 31 2025 and July 31 2024 cash and cash equivalents of 329 358 and 318 918 respectively were held by one U S financial institution In addition at July 31 2025 and July 31 2024 the equivalent of 121 092 and 90 816 respectively was held in Euros by one European financial institution The Company is exposed to credit risk in the event of default by a financial institution holding cash in excess of federally insured limits The Company mitigates risk by using large financial institutions and short term money market instruments that are direct obligations of the U S Treasury and or repurchase agreements backed by U S Treasury obligations The Company has not experienced any realized losses on its cash and cash equivalents
The Company uses derivative financial instruments to manage its risk related to changes in foreign currency exchange rates and interest rates The Company does not hold derivative financial instruments of a speculative nature or for trading purposes The Company records all derivatives on the Consolidated Balance Sheet at fair value using available market information and other observable data See Note 3 to the Consolidated Financial Statements for further discussion
Inventories are primarily determined on the first in first out FIFO basis with the remainder on the last in first out LIFO basis Inventories are stated at the lower of cost or net realizable value except for inventories determined based on LIFO which are stated at the lower of cost or market value Manufacturing costs included in inventory include materials labor freight in and manufacturing overhead Unallocated overhead and abnormal costs are expensed as incurred
Depreciation expense is recorded in cost of products sold except for 25 420 24 240 and 26 999 in fiscal 2025 2024 and 2023 respectively which relates primarily to office buildings and office equipment and is recorded in selling general and administrative expenses
The Company accounts for the acquisition of a business using the acquisition method of accounting Assets acquired and liabilities assumed including amounts attributed to noncontrolling interests are recorded at the acquisition date at their fair values Assigning fair values requires the Company to make significant estimates and assumptions regarding the fair value of identifiable intangible assets inventory property plant and equipment deferred tax asset valuation allowances and liabilities such as uncertain tax positions and contingencies The Company may refine these estimates if necessary over a period not to exceed one year from the acquisition date by taking into consideration new information that if known at the acquisition date would have affected the fair values ascribed to the assets acquired and liabilities assumed
Goodwill results from the excess of purchase price over the net assets of an acquired business The Company s reporting units are generally the same as its operating segments which are identified in Note 2 to the Consolidated Financial Statements Goodwill is not amortized but is tested for impairment annually as of May 31 of each fiscal year and whenever events or changes in circumstances indicate that an impairment may have occurred If the carrying amount of a reporting unit exceeds its fair value an impairment charge equal to that excess is recognized not to exceed the amount of goodwill allocated to the reporting unit
Long lived assets such as property plant and equipment and identifiable intangibles that are amortized amongst others are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable from future cash flows If the carrying value of a long lived asset or asset group is impaired an impairment charge is recorded for the amount by which the carrying value of the long lived asset or asset group exceeds its fair value Intangible assets consist of trademarks dealer networks customer relationships design technology and non compete agreements Trademarks are amortized on a straight line basis over 15 to 25 years Dealer networks customer relationships are amortized on an accelerated basis over 12 to 20 years with amortization beginning after backlog amortization is completed if applicable Design technology and non compete agreements are amortized using the straight line method over 2 to 15 years
Generally the Company is self insured for workers compensation products liability and group medical insurance Upon the exhaustion of the applicable deductibles or retentions the Company maintains insurance coverage Under these plans liabilities are recognized for claims incurred including those incurred but not reported The liability for workers compensation claims is determined by the Company with the assistance of a third party administrator and actuary using various state statutes and historical claims experience Group medical reserves are estimated using historical claims experience The Company has established a liability for product liability and personal injury occurrences based on historical data known cases and actuarial information
Revenue is recognized as performance obligations under the terms of contracts with customers are satisfied The Company s recreational vehicle and other sales contracts have a single performance obligation of providing the promised goods recreational vehicles or component parts as applicable which is satisfied when control of the goods is transferred to the customer
For recreational vehicle sales the Company recognizes revenue when its performance obligation has been satisfied and control of the product is transferred to the dealer which generally aligns with shipping terms Shipping terms vary depending on regional contracting practices U S customers primarily contract under FOB shipping point terms European customers generally contract on ExWorks EXW incoterms meaning the seller fulfills its obligation to deliver when it makes goods available at its premises or another specified location for the buyer to collect Under EXW incoterms the performance obligation is satisfied and control is transferred at the point when the customer is notified that the vehicle is available for pickup Customers do not have a right of return Most warranties provided are assurance type warranties
In addition to recreational vehicle sales the Company also sells specialized component parts and aluminum extrusions to RV original equipment manufacturers and aftermarket sales through dealers and retailers The Company s European recreational vehicle reportable segment also sells accessory items and provides repair services through our two owned dealerships Each part or item represents a distinct performance obligation satisfied when control of the good is transferred to the customer Service and repair contracts with customers are short term in nature and are recognized when the service is complete
Revenue is measured as the amount of consideration to which the Company expects to be entitled in exchange for the Company s products and services The amount of revenue recognized includes adjustments for any variable consideration such as sales discounts sales allowances promotions rebates and other sales incentives which are included in the transaction price and allocated to each performance obligation based on the standalone selling price The Company estimates variable consideration based on the expected value of total consideration to which customers are likely to be entitled to based primarily on historical experience and current market conditions Included in the estimate is an assessment as to whether any variable consideration is constrained Revenue estimates are adjusted at the earlier of a change in the expected value of consideration or when the consideration becomes fixed During fiscal 2025 fiscal 2024 and fiscal 2023 adjustments to revenue from performance obligations satisfied in prior periods which relate primarily to changes in estimated variable consideration were immaterial
Amounts billed to customers related to shipping and handling activities are included in net sales The Company has elected to account for shipping and handling costs as fulfillment activities and these costs are predominantly included in cost of products sold We do not disclose information about the transaction price allocated to the remaining performance obligations at period end because our contracts generally have original expected durations of one year or less In addition we expense when incurred contract acquisition costs primarily sales commissions because the amortization period which is aligned with the contract term is one year or less
The financial statements of the Company s foreign operations with a functional currency other than the U S dollar are translated into U S dollars using the exchange rate at each balance sheet date for assets and liabilities and for revenues and expenses the weighted average exchange rate for each applicable period and the resulting translation adjustments are recorded in Accumulated Other Comprehensive Loss net of tax Transaction gains and losses from foreign currency exchange rate changes are recorded in Other income net in the Consolidated Statements of Income and Comprehensive Income
The Company is contingently liable under terms of repurchase agreements with financial institutions providing inventory financing for certain independent domestic and foreign dealers of certain of its RV products See Note 14 to the Consolidated Financial Statements for further information
The objectives of accounting for income taxes are to recognize the amount of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in our financial statements or tax returns Judgment is required in assessing the future tax consequences of events that have been recognized in our financial statements or tax returns The actual outcome of these future tax consequences could differ from our estimates and have a material impact on our financial position or results of operations
The Company recognizes liabilities for uncertain tax positions based on a two step process The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit including resolution of related appeals or litigation processes if any The second step requires the Company to estimate and measure the tax benefit as the largest amount that is more than 50 likely to be realized upon ultimate settlement It is inherently difficult and subjective to estimate such amounts as the Company has to determine the probability of various possible outcomes The Company reevaluates these uncertain tax positions on a quarterly basis This evaluation is based on factors including but not limited to changes in facts or circumstances changes in tax law effectively settled issues under audit voluntary settlements and new audit activity Such a change in recognition or measurement would result in the recognition of a tax benefit or an additional charge to the tax provision
Judgment is required in determining the Company s provision for income taxes the Company s deferred tax assets and liabilities and the valuation allowance recorded against the Company s deferred tax assets Valuation allowances must be considered due to the uncertainty of realizing deferred tax assets The Company assesses whether valuation allowances should be established against our deferred tax assets on a tax jurisdictional basis based on the consideration of all available evidence including cumulative income over recent periods using a more likely than not standard
The Company records compensation expense based on the fair value of stock based awards including restricted stock units and performance stock units on a straight line basis over the requisite service period which is generally three years while some stock based awards use a graded vesting period Stock based compensation expense is recorded net of estimated forfeitures which is based on historical forfeiture rates over the vesting period of employee awards
Basic earnings per common share EPS is computed by dividing net income attributable to THOR Industries Inc by the weighted average number of common shares outstanding Diluted EPS is computed by dividing net income attributable to THOR Industries Inc by the weighted average number of common shares outstanding assuming dilution The difference between basic EPS and diluted EPS is the result of unvested restricted stock units and performance stock units as follows
The Company excludes unvested restricted stock units and performance stock units that have an antidilutive effect from its calculation of weighted average shares outstanding Antidilutive unvested restricted stock units and performance stock units excluded from the July 31 2025 July 31 2024 and July 31 2023 calculations were not material
In November 2023 the Financial Accounting Standards Board FASB issued Accounting Standard Update No 2023 07 ASU 2023 07 Segment Reporting Topic 280 Improvements to Reportable Segment Disclosures which requires additional disclosures about significant segment expenses regularly provided to the Chief Operating Decision Maker ASU 2023 07 is effective for annual reporting periods beginning after December 15 2023 or the annual report for fiscal 2025 for the Company and interim periods within fiscal years beginning after December 15 2024 or interim periods starting in fiscal 2026 for the Company The Company adopted ASU 2023 07 effective July 31 2025
In December 2023 the FASB issued ASU 2023 09 Income Taxes Topic 740 Improvements to Income Tax Disclosures requiring enhancements and further transparency to certain income tax disclosures Under this ASU entities must disclose on an annual basis specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold In addition ASU 2023 09 requires entities to disclose additional information about income taxes paid The new standard also eliminates certain existing disclosure requirements related to uncertain tax positions and unrecognized deferred tax liabilities ASU 2023 09 is effective for financial statements for annual periods beginning after December 15 2024 This ASU is effective for the Company in its fiscal year 2026 beginning on August 1 2025 The Company is currently evaluating the potential impact of adopting this guidance on the consolidated financial statements
In November 2024 the FASB issued ASU 2024 03 Income Statement Reporting Comprehensive Income Expense Disaggregation Disclosures Subtopic 220 40 Disaggregation of Income Statement Expenses as updated by ASU 2025 01 Income Statement Reporting Comprehensive Income Expense Disaggregation Disclosures Subtopic 220 40 Clarifying the Effective Date issued in January 2025 This guidance provides updates to qualitative and quantitative disclosure requirements over the disaggregation of relevant expense captions within the income statement to provide more transparency and useful information on expenses within the income statement including tabular presentation of prescribed expense categories such as the purchases of inventory employee compensation depreciation intangible asset amortization and inclusion of other specific expense gains and losses required by existing GAAP with reconciliation of disaggregation to the face of the income statement This guidance is effective for annual periods beginning after December 15 2026 and interim periods beginning after December 15 2027 with early adoption permitted The guidance may be applied prospectively or retrospectively This guidance will be effective for our fiscal year ending July 31 2028 We are currently evaluating the impact the guidance may have on our consolidated financial statements
The Company s Chief Operating Decision Maker CODM is the President and Chief Executive Officer The CODM uses net sales gross profit and income loss before income taxes to measure performance of the Company s segments allocate resources and make operating decisions The CODM regularly evaluates these financial measures compared to prior year and forecasted results Income loss before income taxes is utilized during the Company s budgeting and forecasting process to assess segment profitability and enable decision making regarding strategic initiatives capital investments and other resources The Company has three reportable segments all related to recreational vehicles 1 North American Towable Recreational Vehicles 2 North American Motorized Recreational Vehicles and 3 European Recreational Vehicles
The North American Towable Recreational Vehicles reportable segment consists of the following operating segments that have been aggregated Airstream towable Heartland which will be reported as a component of Jayco towable beginning in fiscal 2026 Jayco towable Keystone and KZ The North American Motorized Recreational Vehicles reportable segment consists of the following operating segments that have been aggregated Airstream motorized Jayco motorized Thor Motor Coach and the Tiffin Group The European Recreational Vehicles reportable segment consists solely of the EHG business EHG manufactures a full line of motorized and towable recreational vehicles including motorcaravans campervans urban vehicles and caravans in nine primary RV production locations within Europe EHG produces and sells numerous brands primarily within Europe including Buccaneer Buerstner Carado CrossCamp Dethleffs Elddis Eriba Etrusco Hymer Laika LMC Niesmann Bischoff Sunlight and Xplore In addition EHG s operations include other RV related products and services
The operations of the Company s Airxcel and Postle subsidiaries are included in Other Net sales included in Other related primarily to the sale of specialized component parts and aluminum extrusions Intercompany eliminations primarily adjust for Postle and Airxcel sales to the Company s North American Towables and North American Motorized segments which are consummated at established transfer prices generally consistent with the selling prices of products to third parties
Other expense income includes the gains or losses on the sales of fixed assets foreign currency changes and equity method investment gains and losses as well as market value changes in the Company s deferred compensation plan assets and other non operational items such as insurance gains or losses as discussed in Note 19
Total assets include those assets used in the operation of each reportable and non reportable segment and the Corporate assets consist primarily of cash and cash equivalents deferred income taxes deferred compensation plan assets equity and other investments and certain Corporate real estate holdings primarily utilized by THOR s U S based operating subsidiaries
At times the Company uses interest rate swap agreements foreign currency forward contracts and certain non derivative financial instruments to help manage its risks associated with foreign currency exchange rates and interest rates The Company records derivatives as assets and liabilities on the balance sheet at fair value Changes in the fair value of derivative instruments are recognized in earnings unless the derivative qualifies and is designated as a hedge Cash flows from derivatives are classified in the Consolidated Statements of Cash Flows in the same category as the cash flows from the items subject to designated hedge or undesignated economic hedge relationships The Company evaluates hedge effectiveness at inception and on an ongoing basis If a derivative is no longer expected to be effective hedge accounting is discontinued
The Company designates a portion of its outstanding Euro denominated term loan tranche as a hedge of foreign currency exposures related to investments the Company has in certain Euro denominated functional currency subsidiaries
The foreign currency transaction gains and losses on the portion of the Euro denominated term loan designated and effective as a hedge of the Company s net investment in its Euro denominated functional currency subsidiaries are included as a component of the foreign currency translation adjustment Gains losses net of tax included in the foreign currency translation adjustment were 3 296 7 375 and 27 211 for the fiscal years ended July 31 2025 July 31 2024 and July 31 2023 respectively
The Company has certain other derivative instruments which have not been designated as hedges These other derivative instruments had a notional amount totaling approximately 31 820 and a fair value asset of 9 675 as of July 31 2025 The July 31 2025 amount includes warrants to purchase shares which is discussed further in Note 10 These other derivative instruments had a notional amount totaling approximately 22 333 and a fair value liability of 1 137 as of July 31 2024 For these derivative instruments changes in fair value are recognized in earnings
The total amounts presented in the Consolidated Statements of Income and Comprehensive Income due to changes in the fair value of the following derivative instruments for the fiscal years ended July 31 2025 2024 and 2023 are as follows
Of the 1 500 608 and 1 514 748 of inventories at July 31 2025 and July 31 2024 1 089 453 and 1 109 062 respectively was valued on the first in first out FIFO basis and 411 155 and 405 686 respectively was valued on the last in first out LIFO basis During fiscal years 2024 and 2023 the amount of inventories in certain LIFO pools decreased and resulted in the liquidation of LIFO inventory layers carried at lower costs The effect of these liquidations was to increase consolidated net income before income taxes in fiscal 2024 by approximately 29 200 with 23 900 in the North American Motorized segment and the remainder in the North American Towable segment and to increase consolidated net income before income taxes in fiscal 2023 by approximately 8 300 all in the North American Towable segment
The Company anticipates that strategic sales of certain RV facilities and related equipment will occur during fiscal 2026 and as a result property plant and equipment with a total net carrying value of 49 740 primarily consisting of buildings and improvements has been classified as assets held for sale and included in Prepaid income taxes expenses and other current assets in the Consolidated Balance Sheet as of July 31 2025
Effective December 30 2022 the Company entered into a Subscription and Contribution Agreement with TechNexus Holdings LLC TechNexus whereby the Company transferred TH2Connect LLC d b a Roadpass Digital Roadpass Digital and its associated legal entities to TN RP Holdings LLC TN RP a new legal entity formed by TechNexus in a non cash transaction following which the Company and TechNexus own 100 of the Class A RP units and Class C RP units respectively issued by TN RP The Company also simultaneously entered into an Operating Agreement with TechNexus related to TN RP whereby TechNexus manages the day to day operations of TN RP subject to certain protective rights maintained by the Company The rights and privileges of the Company and TechNexus as unit holders of TN RP are governed by the terms of the Operating Agreement which includes provisions for distributions during its existence and at dissolution
As a result of the December 30 2022 agreements and the factors noted above the Company no longer had a controlling financial interest in Roadpass Digital which resulted in the deconsolidation of Roadpass Digital subsequent to December 30 2022 The Company s investment in TN RP was valued at approximately 105 600 as of the agreement date based on the Discounted Cash Flow Method and Option Pricing Model This fair value measurement includes significant management judgment particularly estimates of future cash flows based on revenues and margins that TN RP is forecasted to generate in the future terminal value assumptions and discount rates developed using market observable inputs and consideration of risks regarding future performance Additionally the Option Pricing Model further utilized estimates related to volatility incorporating a selection of guideline public companies and expected time to exit The Discounted Cash Flow Method and Option Pricing Model both used level 3 inputs as defined by ASC 820
The derecognition of the Roadpass Digital net assets and recognition of the Company s investment in TN RP resulted in an immaterial gain that the Company recognized in Other income net in the Consolidated Statements of Income and Comprehensive Income in fiscal 2023
TN RP is a variable interest entity VIE in which both the Company and TechNexus each have a variable interest The Company s equity interest which entitles the Company to a share of future distributions from TN RP represents a variable interest The Company has significant influence due to its Class A RP unit ownership interest non majority seats on the TN RP advisory board and certain protective rights and therefore the Company s investment in TN RP is accounted for under the equity method of accounting and reported as a component of Equity investments in the Consolidated Balance Sheets Similarly the Company holds an additional investment that is also a VIE over which the Company has significant influence This is also reported as a component of Equity investments in the Consolidated Balance Sheets
The Company s share of income and losses accounted for under the equity method of accounting are included in Other income net in the Consolidated Statements of Income and Comprehensive Income The losses recognized in the fiscal years ended July 31 2025 July 31 2024 and July 31 2023 were 3 775 13 106 and 10 130 respectively
One dealer FreedomRoads LLC accounted for approximately 14 of the Company s consolidated net sales in both fiscal 2025 and fiscal 2024 and approximately 13 in fiscal 2023 The majority of the sales to this dealer are reported within the North American Towable and North American Motorized segments This dealer also accounted for approximately 14 of the Company s consolidated trade accounts receivable at July 31 2025 and approximately 10 at July 31 2024 The loss of this dealer or a deterioration in the liquidity or creditworthiness of this dealer could have a material adverse effect on the Company s business
Substantially all non highly compensated U S employees are eligible to participate in a 401 k plan The Company may make discretionary contributions to the 401 k plan according to a matching formula determined by each operating subsidiary Total expense for the plan was 5 403 in fiscal 2025 4 840 in fiscal 2024 and 5 179 in fiscal 2023
The Company has established a deferred compensation plan for highly compensated U S employees who are not eligible to participate in a 401 k plan This plan allows participants to defer a portion of their compensation and the Company then invests the funds in a combination of corporate owned life insurance COLI and mutual fund investments held by the Company The employee deferrals and the results and returns of the investments selected by the participants which totaled 146 064 at July 31 2025 and 130 218 at July 31 2024 are recorded as Other long term liabilities in the Consolidated Balance Sheets Investments held by the Company are accounted for at cash surrender value for COLI and at fair value for mutual fund investments Both types of company owned assets which in total approximate the same value as the plan liabilities are reported as Other long term assets on the Consolidated Balance Sheets Changes in the value of the plan assets are reflected within Other income net on the Consolidated Statements of Income and Comprehensive Income Changes in the value of the liability are reflected within Selling general and administrative expenses on the Consolidated Statements of Income and Comprehensive Income The Company does not make matching contributions to the deferred compensation plan
The Company assesses the inputs used to measure the fair value of certain assets and liabilities using a three level hierarchy as prescribed in ASC 820 Fair Value Measurements and Disclosures as defined below
Level 2 inputs include inputs other than Level 1 that are either directly or indirectly observable such as quoted market prices for similar but not identical assets or liabilities quoted prices in inactive markets or other inputs that can be corroborated by observable market data
Cash equivalents represent investments in short term money market instruments that are direct obligations of the U S Treasury and or repurchase agreements backed by U S Treasury obligations These investments are reported as a component of Cash and cash equivalents in the Consolidated Balance Sheets
Deferred compensation plan assets accounted for at fair value are investments in securities primarily mutual funds traded in an active market held for the benefit of certain employees of the Company as part of a deferred compensation plan Additional plan investments in corporate owned life insurance are recorded at their cash surrender value not fair value and therefore are not included above
Warrants to purchase shares represent certain warrants to purchase common and preferred shares of a non public company that is not actively traded Fair value is determined based upon prices paid by investors for the same or similar securities These warrants are reported as a component of Other long term assets on the Consolidated Balance Sheets
The Company generally provides retail customers of its products with a one or two year warranty covering defects in material or workmanship with longer warranties on certain structural components The Company records a liability based on its best estimate of the amounts necessary to settle future and existing claims on products sold as of the balance sheet date Factors used in estimating the warranty liability include a history of retail units sold existing dealer inventory average cost incurred and a profile of the distribution of warranty expenditures over the warranty period Actual claims incurred could differ from estimates requiring adjustments to the liabilities
The Company is a party to a term loan agreement which includes both a United States dollar denominated term loan tranche USD term loan and a Euro denominated term loan tranche Euro term loan and a 1 000 000 asset based credit facility ABL Since originally entering these loans the Company has entered into various amendments to extend maturities lower interest rates and make other minor modifications Key provisions of the current agreements and the nature of recent amendments are described below
On November 15 2023 the Company entered into amendments to both its term loan and ABL agreements to extend maturities and lower the applicable margins used to determine the interest rate on the USD term loan Pursuant to the November 15 2023 term loan amendments the applicable margin used to determine the interest rate on USD term loan was reduced by 0 25 so that the applicable margin for Alternate Base Rate ABR based loans was 1 75 and 2 75 for SOFR based loans The SOFR credit spread adjustment applicable to U S dollar denominated SOFR based loans was eliminated The applicable margin for Euro denominated EURIBOR based loans of 3 00 was not changed with this amendment The maturity date for the term loan was extended from February 1 2026 to November 15 2030 Covenants and other material provisions of the term loan agreement were not materially changed Pursuant to the ABL amendment the maturity date for loans under the ABL agreement was extended from September 1 2026 to November 15 2028 Maximum availability under the ABL remains at 1 000 000 The applicable margin covenants and other material provisions of the ABL remain materially unchanged
The November 15 2023 debt amendments noted above were evaluated on a creditor by creditor basis pursuant to the requirements in ASC 470 50 related to syndicated loan arrangements Extinguishment accounting was applied to the creditors
after the amendments As a result of this analysis the Company recorded expense of 14 741 in the second quarter of fiscal 2024 7 566 of this 14 741 expense was classified as interest expense in the Company s Condensed Consolidated Statements of Income and Comprehensive Income and primarily represents extinguishment charges while the remaining 7 175 was classified as administrative expense and primarily represents third party costs attributed to the modified loans In addition during the second quarter of fiscal 2024 the Company capitalized qualifying financing related costs of 10 480 related to these amendments which will be amortized over the remaining term of the amended agreements subject to acceleration for early term loan principal payments
is 2 75 The November 15 2030 maturity date for the term loan remains unchanged The covenants and other provisions of the Credit Agreement remain unchanged The costs associated with this repricing amendment were not material
Under the term loan required annual principal payments of 1 00 of the November 15 2023 term loan balance are payable quarterly in 0 25 installments starting on May 1 2024 As of July 31 2025 however the Company had made sufficient payments on the USD term loan and Euro term loan to fulfill all future annual principal payment requirements over the term of the loan
The Company must make mandatory prepayments of principal under the term loan agreement upon the occurrence of certain specified events including certain asset sales debt issuances and receipt of annual cash flows in excess of certain amounts No such specified events occurred during fiscal 2025 or fiscal 2024 The Company may at its option prepay any borrowings under the term loan in whole or in part at any time without premium or penalty except in certain circumstances
As of July 31 2025 the outstanding USD term loan balance of 60 000 was subject to a SOFR based rate totaling 6 61 As of July 31 2024 the outstanding USD term loan balance of 265 000 was subject to a SOFR based rate totaling 7 59 The total interest rate on the July 31 2025 outstanding Euro term loan tranche balance of 348 159 was 4 65 and the total interest rate on the July 31 2024 outstanding Euro term loan balance of 329 361 was 6 35
As of July 31 2025 and July 31 2024 there were no outstanding ABL borrowings The Company may generally at its option repay any borrowings under the ABL in whole or in part at any time and from time to time without penalty or premium
Availability under the ABL agreement is subject to a borrowing base based on a percentage of applicable eligible receivables and eligible inventory The ABL currently carries interest at an annual base rate plus 0 25 to 0 50 or EURIBOR plus 1 25 to 1 50 or SOFR plus 1 35 to 1 60 based on adjusted excess availability as defined in the ABL agreement This agreement also includes a 0 20 unused facility fee
The ABL contains a financial covenant which requires the Company to maintain a minimum consolidated fixed charge coverage ratio of 1 0X although the covenant is only applicable when adjusted excess availability falls below a threshold of the greater of a 10 of the lesser of the borrowing base availability or the revolver line total or b 60 000 Up to 80 000 of the ABL is available for the issuance of letters of credit and up to 100 000 is available for swing line loans The Company may also increase commitments under the ABL by up to 200 000 by obtaining additional commitments from lenders and adhering to certain other conditions
The unused availability under the ABL is generally available to the Company for general operating purposes and based on July 31 2025 eligible receivable and inventory balances and net of amounts drawn if any totaled approximately 840 000
On October 14 2021 the Company issued an aggregate principal amount of 500 000 of 4 000 Senior Unsecured Notes due 2029 Senior Unsecured Notes The Senior Unsecured Notes will mature on October 15 2029 unless redeemed or repurchased earlier Net proceeds from the Senior Unsecured Notes along with cash on hand were used to repay 500 000 of borrowings then outstanding on the Company s ABL and for certain transaction costs Interest on the Senior Unsecured Notes is payable in semi annual installments on April 15 and October 15 of each year The Senior Unsecured Notes rank equally in right of payment with all of the Company s existing and future senior indebtedness and senior to the Company s future subordinated indebtedness and effectively junior in right of payment to the Company s existing and future secured indebtedness to the extent of the assets securing such indebtedness
The unsecured note of 5 000 Euro 5 723 at July 31 2025 relates to long term debt of our European segment and has an interest rate of 2 53 and matures in March 2028 Other debt relates primarily to real estate loans with varying maturity dates through September 2032 and interest rates ranging from 2 38 to 2 41
For fiscal 2025 2024 and 2023 interest expense on total long term debt was 61 222 99 970 and 92 977 respectively These interest expense amounts include amortization of capitalized debt issuance costs of 7 342 10 708 and 11 455 for fiscal years 2025 2024 and 2023 respectively Additionally fiscal 2024 interest expense included the debt extinguishment charges noted above
The fair value of the Company s term loan debt at July 31 2025 and July 31 2024 was 410 124 and 597 334 respectively and the fair value of the Company s Senior Unsecured Notes at July 31 2025 and July 31 2024 was 469 100 and 450 450 respectively The fair value of all other debt held by the Company approximates carrying value The fair values of the Company s long term debt are primarily estimated using Level 2 inputs as defined by ASC 820 based on quoted prices in markets that are not active
The One Big Beautiful Bill Act OBBB was signed into law on July 4 2025 The OBBB includes a broad range of tax reform provisions affecting businesses including but not limited to 100 bonus depreciation expensing of U S based research and development costs interest expense deduction limitations and changes to international tax provisions The most relevant impact to the Company for fiscal year 2025 is the 100 bonus depreciation for qualified property placed in service after January 19 2025 The other relevant provisions of the OBBB will impact the Company in fiscal years 2026 and 2027 For fiscal year 2026 the Company will have the option to accelerate its previously capitalized and unamortized U S research and development costs over a one or two year period Changes to the international provisions will impact the Company in fiscal year 2027
The effect of the foreign tax law change of 15 314 noted above is due to revaluing the July 31 2025 deferred tax assets and deferred tax liabilities associated with our German operations as a result of Germany passing legislation in July 2025 reducing its corporate income tax rate in the coming years
Deferred tax assets are reduced by a valuation allowance if based upon available evidence it is more likely than not that some or all of the deferred tax assets will not be realized The valuation allowances recorded at July 31 2025 and July 31 2024 relate to certain state and foreign net operating loss NOL carryforwards state tax credit carryforwards other assets in foreign jurisdictions and certain disallowed state interest carryforwards
As of July 31 2025 the Company had 15 600 of deferred tax assets related to NOL carryforwards in certain foreign jurisdictions that will expire from fiscal 2026 or be carried forward indefinitely of which 9 678 has been fully reserved with a valuation allowance and the remaining amount the Company expects to realize In addition the Company has 1 409 of tax affected U S state tax NOL carryforwards that expire from fiscal 2026 to 2045 of which 646 has been fully reserved with a valuation allowance and 615 has no deferred tax asset or valuation allowance recorded since there is no expectation of future realization The Company has a deferred tax asset related to disallowed interest carryforwards of 18 807 in foreign jurisdictions which it expects to fully realize and 1 848 of deferred tax assets related to U S state disallowed interest and credit carryforwards on which a full 1 848 valuation allowance is recorded
With the exception of foreign subsidiary investment basis differences not attributable to un repatriated foreign earnings we consider all of our undistributed earnings of our foreign subsidiaries as of July 31 2025 to not be indefinitely reinvested outside of the United States with the exception of those unremitted earnings associated with several European jurisdictions As of July 31 2025 the related income tax cost of the repatriation of foreign earnings was not material
The benefits of tax positions reflected on income tax returns but whose outcome remains uncertain are only recognized for financial accounting purposes if they meet minimum recognition thresholds The total amount of unrecognized tax benefits that if recognized would have impacted the Company s effective tax rate were 8 027 for fiscal 2025 8 614 for fiscal 2024 and 11 106 for fiscal 2023
It is the Company s policy to recognize interest and penalties accrued relative to unrecognized tax benefits in income tax expense The total amount of interest and penalties expense recognized in the Consolidated Statements of Income and Comprehensive Income for the fiscal years ended July 31 2025 July 31 2024 and July 31 2023 were 1 552 111 and 523 respectively
The total unrecognized tax benefits above along with the related accrued interest and penalties are reported within the liability section of the Consolidated Balance Sheets A portion of the unrecognized tax benefits is classified as short term and is included in the Income and other taxes line of the Consolidated Balance Sheets while the remainder is classified as a long term liability
The Company files income tax returns in the U S federal jurisdiction and in many U S state and foreign jurisdictions The Company is currently under a federal income tax exam for fiscal year 2022 and by certain foreign jurisdictions for fiscal years ended 2016 through 2021 The Company believes it has adequately reserved for its exposure to additional payments for uncertain tax positions in its liability for unrecognized tax benefits
The Company is contingently liable under terms of repurchase agreements with financial institutions providing inventory financing for certain independent dealers of certain of its RV products These arrangements which are customary in the RV industry provide for the repurchase of products sold to dealers in the event of default by the dealer on their agreement to pay the financial institution The repurchase price is generally determined by the original sales price of the product and predefined curtailment arrangements The Company typically resells the repurchased product at a discount from its repurchase price The risk of loss from these agreements is spread over numerous dealers In addition to the guarantee under these repurchase agreements the Company may also be required to repurchase inventory relative to dealer terminations in certain states in accordance with state laws or regulatory requirements The repurchase activity related to dealer terminations in certain states has historically not been material in relation to our repurchase obligation with financial institutions
The Company s total commercial commitments under standby repurchase obligations on dealer inventory financing as of July 31 2025 and July 31 2024 were 3 484 235 and 3 642 137 respectively The commitment term is generally up to eighteen months
The Company accounts for the guarantee under repurchase agreements of dealers financing by deferring a portion of the related product sale that represents the estimated fair value of the guarantee at inception This deferred amount is included in the repurchase and guarantee reserve balances of 17 508 and 14 356 as of July 31 2025 and July 31 2024 respectively which are included in Other current liabilities in the Consolidated Balance Sheets
Losses incurred related to repurchase agreements that were settled in fiscal 2025 and fiscal 2023 were not material and fiscal 2024 losses totaled 7 107 Estimating the timing and volume of any potential future repurchase demands and the related losses to the Company is difficult and subject to uncertainty As of July 31 2025 the Company is not aware of any specific information that would indicate future losses under these agreements would have a material effect on the Company s consolidated financial position results of operations or cash flows
The Company is also involved in certain litigation arising out of its operations in the normal course of its business most of which is based upon state lemon laws warranty claims and vehicle accidents for which the Company carries insurance above a specified self insured retention or deductible amount The outcomes of legal proceedings and claims brought against the Company are subject to significant uncertainty There is significant judgment required in assessing both the probability of an adverse outcome and the determination as to whether an exposure can be reasonably estimated Based on current conditions management does not believe the ultimate disposition of any current legal proceedings or claims against the Company will have a material effect on the Company s financial condition operating results or cash flows Litigation is however inherently uncertain and an adverse outcome from such litigation could have a material effect on the operating results of a particular reporting period
A product recall was issued in late fiscal 2021 related to certain purchased parts utilized in certain of our products and an accrual to cover anticipated costs was established at that time Starting in fiscal 2022 the accrual has been adjusted quarterly based on developments involving the recall including our expectations regarding the extent of vendor reimbursements and the estimated total cost of the recall The Company has been and will continue to be reimbursed for a portion of the costs it will incur related to this recall Based on current available information the Company does not believe there will be a material adverse impact to our future results of operations and cash flows due to this ongoing product recall issue
In addition the Company recorded a contingent liability during fiscal 2022 based on developments related to an investigation by certain German based authorities regarding the adequacy of historical disclosures of vehicle weight in advertisements and other Company provided literature in Germany Throughout fiscal 2023 and fiscal 2024 this accrual was adjusted quarterly if necessary based on developments involving this matter The Company fully cooperated with the investigation which was fully resolved and related payments made by the end of fiscal 2024 in an amount not materially different from the adjusted amounts previously accrued
In fiscal 2025 there was no material impact on the Company s results of operations related to these two matters In fiscal 2024 the Company recognized income of 17 979 as a component of selling general and administrative expense related to these two matters In fiscal 2023 the net impact on the Company s results of operations related to these two matters was not material
Certain of the Company s leases include options to extend or terminate the leases and these options have been included in the relevant lease term to the extent that they are reasonably certain to be exercised
The Company s Board of Directors the Board and the shareholders approved and subsequently amended the THOR Industries Inc 2016 Equity and Incentive Plan the 2016 Equity and Incentive Plan The maximum number of shares issuable under the amended 2016 Equity and Incentive Plan is 3 600 000 As of July 31 2025 the remaining shares available to be granted under the 2016 Equity and Incentive Plan is 652 508 Awards may be in the form of options incentive stock options and non statutory stock options restricted stock restricted stock units performance compensation awards and stock appreciation rights
Under the Company s program to award restricted stock units RSU the Compensation and Development Committee of the Board generally approves awards each October related to the financial performance of the most recently completed fiscal year The awarded employee restricted stock units vest and shares of common stock are issued in equal installments on the first second and third anniversaries of the date of grant In addition concurrent with the timing of the employee awards the Environmental Social Governance and Nominating Committee of the Board has awarded restricted stock units to Board members that will vest and shares of common stock will be issued on the first anniversary of the date of the grant
Under the Company s program to provide performance stock units PSU awards to certain members of the Company s executive management a portion of their equity compensation is determined based on performance related to targets set for both the Company s return on invested capital and free cash flow during a multi year measurement period These PSU awards are based on a sliding scale of actual performance against relevant goals within a range of fifty percent 50 to one hundred fifty percent 150 of the target Performance below the fifty percent 50 threshold results in no earned shares while performance above the one hundred fifty percent 150 level results in an award of shares equal to two times the amount of target shares In deriving the number of shares earned if any both performance metrics are weighted equally Following the measurement period in accordance with actual achievement and certification of performance metrics fully vested shares of common stock are issued to the award recipients The fair value of the PSU awards is determined using the Company s stock price on the grant date These awards are equity classified and expensed over the applicable measurement period based on the extent to which achievement of the performance metrics is probable
Total stock based expense recognized in fiscal 2025 2024 and 2023 for these RSU and PSU awards totaled 30 872 37 901 and 39 512 respectively The Company s tax benefit related to this total stock based compensation expense approximates 5 685 6 290 and 6 028 for fiscal 2025 2024 and 2023 respectively The fair value of the RSU and PSU shares that vested in fiscal 2025 2024 and 2023 totaled 39 514 47 282 and 21 152 respectively
At July 31 2025 there was 27 190 of total unrecognized compensation costs related to restricted stock unit and performance stock unit awards that are expected to be recognized over a weighted average period of 1 7 years
On December 21 2021 the Company s Board of Directors authorized Company management to utilize up to 250 000 to repurchase shares of the Company s common stock through December 21 2024 On June 24 2022 the Board authorized Company management to utilize up to an additional 448 321 to repurchase shares of the Company s common stock through July 31 2025
On June 18 2025 the Board retired the Company s existing share repurchase authorization which was set to expire on July 31 2025 and authorized the Company s management to utilize up to 400 000 to purchase shares of the Company s common stock beginning on June 18 2025 and extending through July 31 2027 The June 18 2025 authorization is the only active share repurchase authorization
Under the share repurchase program the Company is authorized to repurchase on a discretionary basis and from time to time outstanding shares of its common stock in the open market in privately negotiated transactions or by other means including pursuant to a repurchase plan administered in accordance with Rule 10b5 1 and 10b 18 under the Securities Exchange Act of 1934 as amended The timing and amount of share repurchases will be determined at the discretion of the Company s management team based upon the market price of the stock management s evaluation of general market and economic conditions cash availability and other factors The share repurchase program may be suspended modified or discontinued at any time and the Company has no obligation to repurchase any amount of its common stock under the program
During fiscal 2025 the Company purchased 586 558 shares of its common stock at various times in the open market at a weighted average price of 89 76 and held them as treasury shares at an aggregate purchase price of 52 647 with 229 766 shares or 20 700 coming from the June 18 2025 authorization and 356 792 shares or 31 947 coming from the June 24 2022 authorization
Since the inception of the initial December 21 2021 authorization the Company has repurchased 3 801 330 shares of its common stock at various times in the open market at a weighted average price of 86 32 per share and held them as treasury shares at an aggregate purchase price of 328 148
The table below disaggregates revenue to the level that the Company believes best depicts how the nature amount timing and uncertainty of the Company s revenue and cash flows are affected by economic factors Other RV related revenues shown below in the European segment include sales related to accessories and services new and used vehicle sales at owned dealerships and RV rentals Performance obligations for all material revenue streams are recognized at a point in time Other sales relate primarily to component part sales to RV original equipment manufacturers and aftermarket sales through dealers and retailers as well as aluminum extruded components
On March 14 2024 a weather event that included large damaging hail occurred at and around the Company s Jackson Center OH facilities The hail resulted in significant roof damage to the motorized production facility and significant damage to inventory that was stored outside primarily motorized chassis but also some work in process and finished goods inventory
The Company maintains insurance coverage subject to a 1 000 self insured retention for the repair or replacement of covered assets that suffer loss as well as coverage for business interruption including lost profits Inventory is a covered asset under the insurance policy as is the production facility itself
Total property losses and expenses incurred related to this event were 69 822 primarily related to damaged motorized chassis As of July 31 2025 the insurance claim process was completed and the Company had received all insurance proceeds due related to this event of 81 975 net of the 1 000 deductible In the fourth quarter of fiscal 2025 the Company recognized a total gain of 12 153 related to this insurance settlement which includes 5 837 for business interruption and the remainder primarily relates to the insurance replacement reimbursement exceeding the carrying value of the damaged property The total gain is included in Other income net in the Consolidated Statements of Income and Comprehensive Income and the impact on the fiscal 2024 results related to this event were not material

Company Name	THOR INDUSTRIES INC Vist SEC web-site
Category	MOTOR HOMES
Trading Symbol	THO