Form 8-K
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 8-K

_________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  March 7, 2023

_______________________________

THOR Industries, Inc.

(Exact name of registrant as specified in its charter)

_______________________________

Delaware1-923593-0768752
(State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification No.)

601 East Beardsley Avenue

Elkhart, Indiana 46514-3305

(Address of Principal Executive Offices) (Zip Code)

(574) 970-7460

(Registrant's telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

_______________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock (Par value $.10 Per Share)THONew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

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

 
 
Item 2.02. Results of Operations and Financial Condition.

On March 7, 2023, THOR Industries, Inc. (the “Company”) issued a press release announcing certain financial results for the second quarter ended January 31, 2023. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. The Company also posted an updated investor slide presentation and a list of investor questions and answers to the “Investors” section of its website. A copy of the Company’s slide presentation and investor questions and answers are attached hereto as Exhibit 99.2 and 99.3, respectively, and are incorporated by reference herein.

Item 7.01. Regulation FD Disclosure.

The press release attached hereto as Exhibit 99.1 provides earnings guidance with updated information on industry projections for the Company’s fiscal year 2023. The slide presentation attached hereto as Exhibit 99.2, and incorporated by reference herein, also provides earnings guidance as well as updated information on industry wholesale shipments and retail market share. The Company also posted an updated list of investor questions and answers to the “Investors” section of its website. A copy of the Company's investor questions and answers is attached hereto as Exhibit 99.3 and is incorporated by reference herein.

In accordance with general instruction B.2 to Form 8-K, the information set forth in Items 2.02 and 7.01 of this Form 8-K (including Exhibits 99.1, 99.2 and 99.3) shall be deemed “furnished” and not “filed” with the Securities and Exchange Commission for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference into any filing thereunder or under the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number Description
   
99.1 Copy of press release, dated March 7, 2023, issued by the Company  
99.2 Copy of investor slide presentation, posted on the Company’s website on March 7, 2023  
99.3 Copy of investor questions and answers posted on the Company’s website on March 7, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 THOR Industries, Inc.
   
  
Date: March 7, 2023By: /s/ Colleen Zuhl        
  Colleen Zuhl
  Senior Vice President and Chief Financial Officer
  

 

EXHIBIT 99.1

THOR Industries Announces Second Quarter Fiscal 2023 Results

DELIVERS RESILIENT PERFORMANCE IN CHALLENGING MARKET ENVIRONMENT

ELKHART, Ind., March 07, 2023 (GLOBE NEWSWIRE) -- THOR Industries, Inc. (NYSE: THO) today announced financial results for its second fiscal quarter ended January 31, 2023.

“Our fiscal second quarter presented a challenging market environment. Against this backdrop, our financial results and actions are a testament to our ability to operate in such a dynamic and challenging environment. Our resilient second quarter performance demonstrates the strength of THOR’s diverse product offering, the experience of our management teams and the success of our variable cost model. Despite the challenging quarter, THOR generated positive cash flow and maintained an already strong liquidity profile, positioning THOR to operate from a position of financial strength as we move beyond our second quarter,” said Bob Martin, President and CEO of THOR Industries.

“During the quarter, we continued to proactively and decisively balance wholesale production with the pace of softening retail sales through the traditionally slower winter retail season. This commitment to a disciplined production approach, combined with a softer-than-expected order intake, resulted in second quarter North American wholesale shipments of 25,372 units. Despite a significant slowdown of both sales and production, we expect the successful execution of our aggressive, proactive actions and our variable cost model to position our operating companies and independent dealer partners favorably heading into the second half of our fiscal 2023, which typically experiences stronger retail activity than our second quarter.

“While near-term demand will continue to be influenced by macroeconomic conditions, we believe the recent softening in demand to be temporary. We remain encouraged with the continued level of consumer interest for the RV lifestyle. We are experiencing a strong spring retail show season across the country with high attendance figures and solid retail activity. In addition, digital traffic across RV related sites remains well above pre-pandemic levels, reinforcing our long-term optimism for the industry and for THOR. While we are encouraged by these positive indicators, the current macroeconomic environment is still very dynamic. As a result, we have taken decisive steps to position our company to navigate the near-term softening market conditions,” said Martin.

Second-Quarter Financial Results

Consolidated net sales were $2.35 billion in the second quarter of fiscal 2023, compared to $3.88 billion in the second quarter of fiscal 2022 and $2.73 billion in the second quarter of fiscal 2021.

Consolidated gross profit margin for the second quarter was 12.1%, a decrease of 530 basis points when compared to the second quarter of fiscal year 2022 and a 330 basis point decrease when compared to the second quarter of fiscal year 2021.

Net income attributable to THOR Industries and diluted earnings per share for the second quarter of fiscal 2023 were $27.1 million and $0.50, respectively, compared to $266.6 million and $4.79, respectively, for the prior-year period and $132.5 million and $2.38, respectively, for the second quarter of fiscal 2021.

Our consolidated results were driven by the results of our individual segments as noted below.

Segment Results

North American Towable RVs

($ in thousands)Three Months Ended January 31, %
  Six Months Ended January 31, %
 
  2023   2022 Change   2023  2022 Change 
Net Sales$829,751  $1,985,088 (58.2) $2,147,557 $4,225,922 (49.2)
Gross Profit$52,863  $376,716 (86.0) $248,729 $785,255 (68.3)
Gross Profit Margin % 6.4   19.0    11.6  18.6  
Income (Loss) Before Income Taxes$(7,119) $275,895 (102.6) $103,888 $542,177 (80.8)


 As of January 31, %
 
($ in thousands) 2023  2022 Change 
Order Backlog$        1,152,991         $        10,442,906                 (89.0)

North American Motorized RVs

($ in thousands)Three Months Ended January 31, %
  Six Months Ended January 31, %
 
  2023  2022 Change   2023  2022 Change 
Net Sales$738,583 $976,806 (24.4) $1,862,102 $1,901,834 (2.1)
Gross Profit$107,212 $156,281 (31.4) $292,947 $296,002 (1.0)
Gross Profit Margin % 14.5  16.0    15.7  15.6  
Income Before Income Taxes$61,544 $104,037 (40.8) $185,977 $192,935 (3.6)


 As ofJanuary 31, %
 
($ in thousands) 2023  2022 Change 
Order Backlog$1,848,124 $4,232,479 (56.3)

European RVs

($ in thousands)Three Months Ended January 31, %
  Six Months Ended January 31, %
 
  2023  2022 Change   2023  2022  Change 
Net Sales$646,938 $723,730 (10.6) $1,151,240 $1,356,727  (15.1)
Gross Profit$91,430 $90,129 1.4  $160,295 $157,573  1.7 
Gross Profit Margin % 14.1  12.5    13.9  11.6   
Income Before Income Taxes$12,015 $9,665 24.3  $5,547 $(8,311) (166.7)


 As ofJanuary 31, %
($ in thousands) 2023  2022 Change
Order Backlog$3,055,738 $3,051,485 0.1

Management Commentary

“Our proven variable cost model and solid through-cycle execution allowed us to generate positive results despite net sales decreasing 39% on a 52% reduction in unit shipments compared to the record prior-year period. We remained committed to our disciplined approach to operations that prioritizes profitability while maintaining market-leading positions across each of THOR’s product categories. This commitment, combined with solid execution across each of our business segments, positions THOR to be a more financially resilient company and to deliver profitability that exceeds previous down-cycle periods,” said Todd Woelfer, Senior Vice President and Chief Operating Officer.

“In North America, through reduced production rates and extended holiday shutdowns, our teams successfully balanced wholesale shipments with retail demand in the second quarter despite the significant retail pullback, keeping dealer inventory levels essentially flat compared to October 31, 2022 levels. Our production discipline continues to be greatly valued among our dealer partners as we work to protect the long-term interests, and profitability, of our customers. In addition, we undertook strategic pricing actions in the quarter aimed at moving finished goods inventory related to calendar 2022 production of certain towable models, and we enacted strong cost controls under our variable cost model. In Europe, we sequentially increased motorized production volumes, aided by the improving chassis availability. We remain encouraged by the improvement in chassis deliveries and we expect to further ramp up production of motorized units in the second half of fiscal 2023 as we look to replenish dealer inventory levels to more normalized levels,” continued Woelfer.

“We also remain focused on maintaining a strong balance sheet. We ended our fiscal second quarter with total liquidity of $1.2 billion, including cash and cash equivalents totaling $281.6 million and approximately $915.0 million of availability under our ABL. Net cash provided by operating activities for the first half of fiscal 2023 totaled $185.3 million, including $91.3 million provided in the challenging second quarter, and was deployed in a balanced manner. During the quarter, cash generated from operations was of a similar level to that generated during our stronger first quarter, further manifesting the Company’s ability to execute in a challenging market. Year-to-date capital deployment included $101.0 million of capital expenditures, $48.2 million of dividend payments, $27.4 million of overall debt reduction and $25.4 million of share repurchases. Subsequent to the end of the fiscal second quarter, we further paid down $15.0 million on our U.S. Term Loan B and $15.0 million on our ABL, demonstrating our commitment to maintaining a strong balance sheet despite the softer quarter. Looking forward, given the historical seasonality of our cash flow and expected reductions of net working capital, we expect to generate strong net cash flow from operations in the second half of fiscal 2023, which will allow us to maintain our balanced capital allocation strategy focused on enhancing long-term shareholder value,” said Colleen Zuhl, Senior Vice President and Chief Financial Officer.

Outlook

“While macroeconomic uncertainties continue to exist in the segments and geographies we serve, we have high confidence in our operating teams, flexible business model and execution strategy. Our first half of fiscal 2023 performance reinforces our discipline to remain focused on what we can control. Looking ahead to the second half of fiscal 2023, we intend to maintain that same discipline to navigate this challenging near-term environment while positioning THOR to be an even stronger company when the market recovers,” added Martin.

Fiscal 2023 Guidance

While positive sentiment and strong underlying interest for the RV lifestyle remain undeterred, we expect near-term demand will continue to be influenced by current macroeconomic conditions. Given the impact of the softer market during our second quarter and our expectation that macroeconomic pressures will persist through the balance of our fiscal year, we are revising our full-year guidance. Our revised guidance anticipates that higher interest rates, elevated prices, and a full North American dealer inventory will result in slower product pull through for the balance of our fiscal year. Nevertheless, our teams have consistently responded to dynamic market conditions as we aim to optimize our business to expected demand conditions. Our teams are executing at a high level, and we are well-positioned to deliver on our revised fiscal 2023 outlook.

For fiscal 2023, the Company’s updated full-year guidance now includes:

Supplemental Earnings Release Materials

THOR Industries has provided a comprehensive question and answer document, as well as a PowerPoint presentation, relating to its quarterly results and other topics.

To view these materials, go to http://ir.thorindustries.com. 

About THOR Industries, Inc.

THOR Industries is the sole owner of operating companies which, combined, represent the world’s largest manufacturer of recreational vehicles.

For more information on the Company and its products, please go to www.thorindustries.com.

Forward-Looking Statements

This release includes certain statements that are “forward-looking” statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are made based on management’s current expectations and beliefs regarding future and anticipated developments and their effects upon THOR, and inherently involve uncertainties and risks. These forward-looking statements are not a guarantee of future performance. We cannot assure you that actual results will not differ materially from our expectations. Factors which could cause materially different results include, among others: the impact of inflation on the cost of our products as well as on general consumer demand; the effect of raw material and commodity price fluctuations, and/or raw material, commodity or chassis supply constraints; the impact of war, military conflict, terrorism and/or cyber-attacks, including state-sponsored or ransom attacks; the impact of sudden or significant adverse changes in the cost and/or availability of energy or fuel, including those caused by geopolitical events, on our costs of operation, on raw material prices, on our suppliers, on our independent dealers or on retail customers; the dependence on a small group of suppliers for certain components used in production, including chassis; interest rate fluctuations and their potential impact on the general economy and, specifically, on our profitability and on our independent dealers and consumers;   the ability to ramp production up or down quickly in response to rapid changes in demand while also managing costs and market share; the level and magnitude of warranty and recall claims incurred; the ability of our suppliers to financially support any defects in their products; legislative, regulatory and tax law and/or policy developments including their potential impact on our independent dealers, retail customers or on our suppliers; the costs of compliance with governmental regulation; the impact of an adverse outcome or conclusion related to current or future litigation or regulatory investigations; public perception of and the costs related to environmental, social and governance matters; legal and compliance issues including those that may arise in conjunction with recently completed transactions; lower consumer confidence and the level of discretionary consumer spending; the impact of exchange rate fluctuations; restrictive lending practices which could negatively impact our independent dealers and/or retail consumers; management changes; the success of new and existing products and services; the ability to maintain strong brands and develop innovative products that meet consumer demands; the ability to efficiently utilize existing production facilities; changes in consumer preferences; the risks associated with acquisitions, including: the pace and successful closing of an acquisition, the integration and financial impact thereof, the level of achievement of anticipated operating synergies from acquisitions, the potential for unknown or understated liabilities related to acquisitions, the potential loss of existing customers of acquisitions and our ability to retain key management personnel of acquired companies; a shortage of necessary personnel for production and increasing labor costs and related employee benefits to attract and retain production personnel in times of high demand; the loss or reduction of sales to key independent dealers; disruption of the delivery of units to independent dealers or the disruption of delivery of raw materials, including chassis, to our facilities; increasing costs for freight and transportation; the ability to protect our information technology systems from data breaches, cyber-attacks and/or network disruptions; asset impairment charges; competition; the impact of losses under repurchase agreements; the impact of the strength of the U.S. dollar on international demand for products priced in U.S. dollars; general economic, market and political conditions in the various countries in which our products are produced and/or sold; the impact of changing emissions and other related climate change regulations in the various jurisdictions in which our products are produced, used and/or sold; changes to our investment and capital allocation strategies or other facets of our strategic plan; and changes in market liquidity conditions, credit ratings and other factors that may impact our access to future funding and the cost of debt.

These and other risks and uncertainties are discussed more fully in our Quarterly Report on Form 10-Q for the quarter ended January 31, 2023 and in Item 1A of our Annual Report on Form 10-K for the year ended July 31, 2022.

We disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained in this release or to reflect any change in our expectations after the date hereof or any change in events, conditions or circumstances on which any statement is based, except as required by law.

THOR INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FOR THETHREE AND SIX MONTHS ENDED JANUARY 31, 2023 AND 2022
($000’s except share and per share data) (Unaudited)
             
  Three Months Ended January 31, Six Months Ended January 31,
   2023 % Net Sales(1)  2022 % Net Sales(1)  2023 % Net Sales(1)  2022% Net Sales(1)
             
Net sales $2,346,635   $3,875,018   $5,454,719   $7,833,242 
             
Gross profit $282,935 12.1% $675,274 17.4% $769,411 14.1% $1,330,69817.0%
             
Selling, general and administrative expenses  208,743 8.9%  267,450 6.9%  450,367 8.3%  563,3337.2%
             
Amortization of intangible assets  35,199 1.5%  43,349 1.1%  70,418 1.3%  76,5631.0%
             
Interest expense, net  25,633 1.1%  24,507 0.6%  48,440 0.9%  45,2270.6%
             
Other income (expense), net  19,358 0.8%  6,285 0.2%  11,803 0.2%  13,5200.2%
             
Income before income taxes  32,718 1.4%  346,253 8.9%  211,989 3.9%  659,0958.4%
             
Income taxes  6,912 0.3%  80,618 2.1%  48,760 0.9%  148,6571.9%
             
Net income  25,806 1.1%  265,635 6.9%  163,229 3.0%  510,4386.5%
             
Less: net income attributable to non-controlling interests  (1,274)(0.1)%  (933)%  (36)%  1,628%
             
Net income attributable to THOR Industries, Inc. $27,080 1.2% $266,568 6.9% $163,265 3.0% $508,8106.5%
             
Earnings per common share            
Basic $0.51   $4.80   $3.05   $9.17 
Diluted $0.50   $4.79   $3.03   $9.13 
             
Weighted-avg. common shares outstanding – basic  53,518,878    55,493,622    53,587,646    55,458,238 
Weighted-avg. common shares outstanding – diluted  53,810,910    55,649,445    53,869,830    55,720,079 
             
(1)Percentages may not add due to rounding differences


SUMMARY CONDENSED CONSOLIDATED BALANCE SHEETS ($000’s) (Unaudited)
           
  January 31,
2023
 July 31,
2022
   January 31,
2023
 July 31,
2022
Cash and equivalents $281,556 $311,553 Current liabilities $1,466,489 $1,755,916
Accounts receivable, net  650,960  944,181 Long-term debt  1,758,506  1,754,239
Inventories, net  1,864,647  1,754,773 Other long-term liabilities  298,835  297,323
Prepaid income taxes, expenses and other  65,864  51,972 Stockholders’ equity  3,788,130  3,600,654
Total current assets  2,863,027  3,062,479      
Property, plant & equipment, net  1,325,032  1,258,159      
Goodwill  1,783,776  1,804,151      
Amortizable intangible assets, net  1,060,563  1,117,492      
Deferred income taxes and other, net  279,562  165,851      
Total $7,311,960 $7,408,132   $7,311,960 $7,408,132


Contact:

Michael Cieslak, CFA
[email protected]
(574) 294-7724

Exhibit 99.2

 

www.thorindustries.com SECOND QUARTER OF FISCAL 2023 FINANCIAL RESULTS

 

 

FORWARD - LOOKING STATEMENTS This presentation includes certain statements that are “forward - looking” statements within the meaning of the U . S . Private Securities Litigation Reform Act of 1995 , Section 27 A of the Securities Act of 1933 , as amended, and Section 21 E of the Securities Exchange Act of 1934 , as amended . These forward - looking statements are made based on management’s current expectations and beliefs regarding future and anticipated developments and their effects upon THOR, and inherently involve uncertainties and risks . These forward - looking statements are not a guarantee of future performance . We cannot assure you that actual results will not differ materially from our expectations . Factors which could cause materially different results include, among others : the impact of inflation on the cost of our products as well as on general consumer demand ; the effect of raw material and commodity price fluctuations, and/or raw material, commodity or chassis supply constraints ; the impact of war, military conflict, terrorism and/or cyber - attacks, including state - sponsored or ransom attacks ; the impact of sudden or significant adverse changes in the cost and/or availability of energy or fuel, including those caused by geopolitical events, on our costs of operation, on raw material prices, on our suppliers, on our independent dealers or on retail customers ; the dependence on a small group of suppliers for certain components used in production, including chassis ; interest rate fluctuations and their potential impact on the general economy and, specifically, on our profitability and on our independent dealers and consumers ; the ability to ramp production up or down quickly in response to rapid changes in demand while also managing costs and market share ; the level and magnitude of warranty and recall claims incurred ; the ability of our suppliers to financially support any defects in their products ; legislative, regulatory and tax law and/or policy developments including their potential impact on our independent dealers, retail customers or on our suppliers ; the costs of compliance with governmental regulation ; the impact of an adverse outcome or conclusion related to current or future litigation or regulatory investigations ; public perception of and the costs related to environmental, social and governance matters ; legal and compliance issues including those that may arise in conjunction with recently completed transactions ; lower consumer confidence and the level of discretionary consumer spending ; the impact of exchange rate fluctuations ; restrictive lending practices which could negatively impact our independent dealers and/or retail consumers ; management changes ; the success of new and existing products and services ; the ability to maintain strong brands and develop innovative products that meet consumer demands ; the ability to efficiently utilize existing production facilities ; changes in consumer preferences ; the risks associated with acquisitions, including : the pace and successful closing of an acquisition, the integration and financial impact thereof, the level of achievement of anticipated operating synergies from acquisitions, the potential for unknown or understated liabilities related to acquisitions, the potential loss of existing customers of acquisitions and our ability to retain key management personnel of acquired companies ; a shortage of necessary personnel for production and increasing labor costs and related employee benefits to attract and retain production personnel in times of high demand ; the loss or reduction of sales to key independent dealers ; disruption of the delivery of units to independent dealers or the disruption of delivery of raw materials, including chassis, to our facilities ; increasing costs for freight and transportation ; the ability to protect our information technology systems from data breaches, cyber - attacks and/or network disruptions ; asset impairment charges ; competition ; the impact of losses under repurchase agreements ; the impact of the strength of the U . S . dollar on international demand for products priced in U . S . dollars ; general economic, market and political conditions in the various countries in which our products are produced and/or sold ; the impact of changing emissions and other related climate change regulations in the various jurisdictions in which our products are produced, used and/or sold ; changes to our investment and capital allocation strategies or other facets of our strategic plan ; and changes in market liquidity conditions, credit ratings and other factors that may impact our access to future funding and the cost of debt . These and other risks and uncertainties are discussed more fully in our Quarterly Report on Form 10 - Q for the quarter ended January 31 , 2023 and in Item 1 A of our Annual Report on Form 10 - K for the year ended July 31 , 2022 . We disclaim any obligation or undertaking to disseminate any updates or revisions to any forward - looking statements contained in this presentation or to reflect any change in our expectations after the date hereof or any change in events, conditions or circumstances on which any statement is based, except as required by law . 2

 

 

SECOND QUARTER FISCAL 2023 HIGHLIGHTS Resilient Performance in a Challenging Market Environment 3 Net sales of $2.3 billion in 2Q23, down from a fiscal second quarter record of $3.9 billion in the prior - year period ▪ Macroeconomic conditions continued to contribute to softening retail demand and slowing order intake levels ▪ North American production levels were proactively managed to align to retail demand to assist our independent dealers in keeping January 31, 2023 dealer inventory levels of THOR products essentially flat to October 31, 2022 levels Diluted EPS of $0.50 ▪ Achieved gross profit margin of 12.1% despite a 52% reduction in unit shipments compared to the prior - year period ▪ Variable cost model and solid execution maintained positive results through near - term market volatility Generated $91.3 million of net cash flow from operations ▪ Both the regular quarterly dividend payments approved in October 2022 and December 2022, totaling $48.2 million, were paid in the second quarter

 

 

$948.1 $5,253.6 $10,442.9 $1,153.0 $639.9 $812.0 $784.4 $2,916.4 $4,232.5 $1,848.1 $1,142.0 $2,644.2 $3,051.5 $3,055.7 NA Towables NA Motorized European (3) Includes Tiffin backlog subsequent to the December 2020 acquisition of the Tiffin Group 01/31/19 01/31/20 01/31/21 European $0.65 bn 27.6% NA Motorized $0.74 bn 31.5% NA Towables $0.83 bn 35.4% Other $0.13 bn 5.5% 137,900 115,200 78,100 112,000 121,300 1/31/19 1/31/20 NORTH AMERICAN INDEPENDENT DEALER INVENTORY OF THOR PRODUCTS RV BACKLOG OF $6.06 BILLION (65.8)% Inventory Units (2) Includes units of Tiffin products subsequent to the December 2020 acquisition of the Tiffin Group (2) 1/31/23 (2) 1/31/22 01/31/23 (3) 01/31/22 (3) (2) 1/31/21 (1) As compared to the second quarter of fiscal year 2022 SECOND QUARTER OF FISCAL YEAR 2023 Gross Margin 12.1% - 530 bps (1) Diluted EPS $0.50 (89.6)% (1) Net Sales $2.3 billion (39.4)% (1) Unit Shipments 37,960 (51.6)% (1) 4 (3)

 

 

($ millions) $1,985.1 $829.8 2QFY22 2QFY23 19.0% 6.4% 2QFY22 2QFY23 NET SALES  Decreased 58 . 2 % * driven by a 64 . 6 % decrease in unit shipments in part due to independent dealers restocking their inventory in the prior - year, partially offset by net selling price increases and a change in product mix GROSS PROFIT MARGIN  Decreased 1 , 260 basis points* driven primarily by higher manufacturing overhead costs as a percentage of sales due to the reduction in sales, an increase in sales discounts, and higher warranty costs as a percentage of sales Second Quarter of Fiscal 2023 NORTH AMERICAN TOWABLE KEY DRIVERS • Proactive balancing of wholesale production to retail demand contributed to lower unit volumes in 2Q23 ◦ Independent dealer inventory levels essentially flat compared to October 31, 2022 levels • CY ‘22 travel trailer and fifth wheel market share of 42.0% (+30 bps y/y) • Order backlog of $1.2 billion *in the second quarter of fiscal 2023 compared to the prior - year period NORTH AMERICAN TOWABLE SEGMENT 5

 

 

NET SALES  Decreased 24 . 4 % * driven primarily by a 26 . 3 % decrease in unit shipments, partially offset by net selling price increases and a change in product mix ($ millions) $976.8 $738.6 2QFY22 2QFY23 16.0% 14.5% 2QFY22 2QFY23 GROSS PROFIT MARGIN  Decreased 150 basis points* driven primarily by an increase in manufacturing overhead and warranty costs as a percentage of sales *in the second quarter of fiscal 2023 compared to the prior - year period Second Quarter of Fiscal 2023 NORTH AMERICAN MOTORIZED KEY DRIVERS • Proactive balancing of wholesale production to retail demand contributed to lower unit volumes in 2Q23 ◦ Independent dealer inventory levels essentially flat compared to October 31, 2022 levels • CY ‘22 market share of market share of 48.3% (+100 bps y/y) • Order backlog of $1.8 billion 6 NORTH AMERICAN MOTORIZED SEGMENT

 

 

EUROPEAN KEY DRIVERS • Net sales decreased 3.5% on a constant - currency basis • Strong order backlog of $3.1 billion • Independent dealer inventory levels generally remain below normalized levels NET SALES  Decreased 10 . 6 % * driven by a 15 . 3 % decrease in unit shipments due primarily to continuing chassis supply constraints . The decrease due to the foreign exchange rate decline of 7 . 1 % was more than offset by net selling price increases and product mix changes GROSS PROFIT MARGIN  Increased by 160 basis points* due to net selling price increases, product mix changes and improved warranty costs, partially offset by an increase in overhead costs as a percentage of sales ($ millions) $723.7 $646.9 2QFY22 2QFY23 12.5% 14.1% 2QFY22 2QFY23 *in the second quarter of fiscal 2023 compared to the prior - year period EUROPEAN SEGMENT Second Quarter of Fiscal 2023 7

 

 

TOTAL LONG - TERM DEBT / TTM EBITDA (3) 1.3x TOTAL LONG - TERM DEBT / TTM ADJUSTED EBITDA (3) 1.2x STRONG FINANCIAL POSITION ($ millions) $256.3 $298.1 $91.3 $185.3 2QFY23 FY23 YTD OPERATING CASH FLOW TOTAL LONG - TERM DEBT (1) ($ millions) (1) Total debt obligations as of January 31, 2023 inclusive of the current portion of long - term debt (2) As of January 31, 2023 (3) See the Appendix to this presentation for reconciliation of non - GAAP measures to most directly comparable GAAP financial measures LIQUIDITY (2) ($ millions) SELECTED FINANCIAL RATIOS (2) TLB $1,139.7 Unsecured Notes $500.0 ABL $85.0 Other $73.7 Total Long - Term Debt $1,798.4 d 8 Cash on han $281.6 Available credit under ABL $915.0 Total Liquidity $1,196.6 $101.0 2QFY22 FY22 YTD Capital Expenditures $74.6 $117.8 $45.1

 

 

CAPITAL MANAGEMENT PRIORITIES AND FISCAL YEAR 2023 ACTIONS Invest in THOR’s business ▪ Capex spending of $101.0 million YTD Pay THOR's dividend ▪ Increased regular quarterly dividend to $0.45 in October 2022 ▪ Represents 13th consecutive year of dividend Reduce the Company's debt obligations ▪ Reduced debt with principal payments of $12.4 million on our Term Loan and paydown of $15.0 million on the ABL YTD ▪ Subsequent to 1/31/23, we further p aid down $15.0 million on our U.S. Term Loan and $15.0 million on our ABL Repurchase shares on a strategic and opportunistic basis ▪ Repurchased $25.4 million YTD ▪ $507.8 million available to be repurchased as of January 31, 2023 under current authorizations Support opportunistic strategic investments 9

 

 

FULL - YEAR FISCAL 2023 GUIDANCE KEY ASSUMPTIONS ▪ Full - year guidance was revised to reflect market softness experienced in our second quarter and our expectation that macroeconomic pressures will persist through the balance of our fiscal year ▪ 2 HFY 23 North American wholesale shipments aligned with the RVIA’s February 2023 forecasted shipment range through July 2023 ▪ 2HFY23 European unit shipments expected to increase from 1HFY23 volumes partially due to improved chassis availability ▪ Amortization of intangibles expense: $140.8 million ▪ Tax rate: between 22% and 24% (1) ▪ Full - year fiscal 2023 capital expenditures: $200 - $220 million $ 10.5 – $ 11.5 B NET SALES (previously $11.5 - $12.5B) 13.4 % – 14.2 % GROSS PROFIT MARGIN (previously 14.2% - 14.9%) $ 5.50 – $ 6.50 DILUTED EARNINGS PER SHARE (previously $7.40 - $8.70) (1) Before consideration of any discrete tax items 10

 

 

KEY TAKEAWAYS THOR delivered a financially resilient 2 Q 23 performance in a challenging market environment, generating positive results and net cash flow from operations Variable cost model and proactive, disciplined production approach positions our operating companies and independent dealer partners favorably entering the seasonally stronger second half of fiscal 2023 Full - year 2023 outlook reflects a disciplined and prudent operating approach that maximizes profitability in response to a softer demand environment Anticipated strong cash generations in the second half of fiscal 2023 will allow us to maintain a balanced capital allocation strategy focused on enhancing long - term shareholder value THOR Remains Well Positioned to Navigate the Dynamic and Challenging Macro Environment 11

 

 

APPENDIX 12

 

 

THOR OVERVIEW The Global RV Industry Leader WHO WE ARE • Experienced growth - oriented team • Leading brands • Cash generation focus • Customer - centric innovation • 42 years of uninterrupted profitability FOUNDED IN 1980 ~32,000 EMPLOYEES (1) >400 WORLDWIDE FACILITIES (1) ~3,500 INDEPENDENT DEALERSHIP LOCATIONS (1) NET SALES BY SEGMENT (1) NET SALES BY COUNTRY (1) $ 16.3 B FY22 NET SALES Other 4.8% (1) As of July 31, 2022 United States 75.0% Germany 10.6% Other Europe 7.1% Canada 6.9% Other 0.3% North American Towables 53.1% North American Motorized 24.4% European 17.7% 13

 

 

THOR’S PRODUCT LEADERSHIP ( 1 ) As of calendar YTD December 31 , 2022 . Data reported by Statistical Surveys, Inc 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 . EHG data is sourced from industry retail registrations statistics that have been compiled from individual countries reporting of retail sales . CATEGORY N O R T H A M E R I C A N E U R O P E A N All RV Segments Travel Trailers Fifth Wheels Class A Class C Class B MARKET SHARE (1) 41.7% 43.0% 54.2% 52.3% 37.7% 20.4% MARKET POSITION (1) #1 #1 #1 #1 #1 #2 14

 

 

120.8 121.1 156.5 176.5 201.3 194.3 192.2 199.5 229.1 249.7 239.1 207.6 250.6 258.9 298.3 323.0 334.5 298.1 208.6 217.1 227.6 152.4 257.6 282.8 312.8 326.9 442.0 376.0 426.1 359.4 389.6 544.0 434.9 282.0 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 (e) 173.1 163.1 203.4 227.8 259.5 247.2 247.5 254.6 292.7 321.2 300.1 256.8 311.0 320.9 370.0 384.5 390.4 353.5 237.0 165.6 242.3 252.4 285.7 321.1 356.7 430.7 374.2 504.6 483.7 406.1 430.4 600.2 493.3 334.1 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 (e) TOWABLE RV WHOLESALE MARKET TRENDS (UNITS 000's) YTD Shipments (Units) Dec. 2022 493,268 Dec. 2021 600,240 Unit Change (106,972) % Change (17.8)% YTD Shipments (Units) Dec. 2022 434,858 Dec. 2021 544,028 Unit Change (109,170) % Change (20.1)% 52.3 41.9 46.9 51.3 58.2 52.8 55.3 55.1 63.5 71.5 61.0 49.2 60.4 62.0 71.7 61.4 55.8 55.4 28.4 13.2 25.2 24.8 28.2 38.3 44.0 47.3 54.7 62.6 57.6 46.6 40.8 56.2 58.4 52.1 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 (e) YTD Shipments (Units) Dec. 2022 Dec. 2021 Unit Change % Change 58,410 56,212 2,198 +3.9% Historical Data: Recreation Vehicle Industry Association (RVIA) RV INDUSTRY OVERVIEW North America RV WHOLESALE MARKET TRENDS (UNITS 000's) MOTORIZED RV WHOLESALE MARKET TRENDS (UNITS 000's) (e) Calendar year 2023 represents the most recent RVIA "most likely" estimate from their February 2023, Spring 2023 issue of Roadsigns 15

 

 

Country Caravans CYTD December 31, 2022 2021 % Change Motorcaravans CYTD December 31, 2022 2021 % Change Total CYTD December 31, 2022 2021 % Change Germany 24,478 24,718 (1.0)% 66,507 81,420 (18.3)% 90,985 106,138 (14.3)% France 7,330 7,446 (1.6)% 24,611 30,822 (20.2)% 31,941 38,268 (16.5)% U.K. 13,884 18,660 (25.6)% 11,823 14,074 (16.0)% 25,707 32,734 (21.5)% Netherlands 7,946 8,562 (7.2)% 2,260 3,164 (28.6)% 10,206 11,726 (13.0)% Switzerland 1,775 1,687 5.2 % 7,165 8,498 (15.7)% 8,940 10,185 (12.2)% Sweden 3,164 3,869 (18.2)% 3,498 5,066 (31.0)% 6,662 8,935 (25.4)% Italy 659 568 16.0 % 5,828 7,113 (18.1)% 6,487 7,681 (15.5)% Belgium 1,306 1,290 1.2 % 6,108 7,086 (13.8)% 7,414 8,376 (11.5)% Spain 1,579 1,926 (18.0)% 5,323 6,175 (13.8)% 6,902 8,101 (14.8)% All Others 8,771 10,099 (13.1)% 14,375 18,022 (20.2)% 23,146 28,121 (17.7)% Total 70,892 78,825 (10.1)% 147,498 181,440 (18.7)% 218,390 260,265 (16.1)% The Company monitors retail trends in the European RV market as reported by the European Caravan Federation, whose industry data is reported to the public quarterly Industry wholesale shipment data for the European RV market is not available 201 192 146 138 135 140 143 152 162 166 174 182 198 203 210 208 189 154 150 156 147 137 140 152 168 190 202 211 236 261 218 144 141 170 162 151 182 217 222 219 220 253 272 274 251 274 292 324 320 310 366 289 206 228 247 264 304 333 376 416 471 465 522 493 570 444 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 Europe North America (1) Source : European Caravan Federation; Calendar Years, 2022 and 2021; European retail registration data available at www.CIVD.de FULL - YEAR COMPARISON OF NEW VEHICLE REGISTRATIONS BY CONTINENT (UNITS 000's) (1) (2) RV INDUSTRY OVERVIEW Europe EUROPEAN INDUSTRY UNIT REGISTRATIONS BY COUNTRY (1) (2) Source : Statistical Surveys (www.statisticalsurveys.com) 16

 

 

17 Repurchase intentions indicate “stickiness” of RV lifestyle Consumer satisfaction among RV owners is very strong RV utilization remains high Interest in the RV lifestyle continues to exceed pre - pandemic levels ~47 % CONSUMER TRENDS SUPPORT LONG - TERM RV INDUSTRY GROWTH Supported by Real Data from RVers >90 % of current travel 67 % trailer owners intend to repurchase a new RV in the next 2 years (2) (1) SimilarWeb (2) 2022 THOR North American Travel Trailer Study (3) 2022 THOR North American Fifth Wheel Study (4) 2022 THOR North American Lightweight Travel Trailer Study ~80 % of current towable owners report they use their unit once a month or more often (2) (3) (4) increase in RV dealer website traffic when comparing 2QFY23 to 2QFY19 (1) of RV owners report satisfaction with their units (2) (3) (4)

 

 

18 QUARTERLY ADJUSTED EBITDA RECONCILIATION ($ in thousands) TTM Fiscal Quarters Net Income 2QFY22 $ 265,635 3QFY22 $ 346,018 4QFY22 $ 281,787 1QFY23 $ 137,423 2QFY23 $ 25,806 TTM $ 791,034 Add Back: Interest Expense, Net 24,507 22,289 22,576 22,807 25,633 93,305 Income Taxes 80,618 116,389 56,575 41,848 6,912 221,724 Depreciation and Amortization 75,895 71,646 71,959 66,993 67,682 278,280 EBITDA $446,655 $556,342 $432,897 $269,071 $126,033 $1,384,343 Add Back: Stock - Based Compensation Expense Acquisition Related Transaction Costs Change in LIFO Reserve Inventory Step - Up Impact on Gross Profit Net (Income) Expense Related to Certain Contingent Liabilities Non - Cash Foreign Currency Loss (Gain) Market Value Loss (Gain) on Equity Investments Other Loss (Gain), Including Sales of Property, Plant and Equipment 6,959 9,750 8,685 8,392 8,543 35,370 315 — — — — — 9,500 21,000 28,712 5,500 7,800 63,012 — — — — — — 13,000 (2,875) 5,850 (1,900) (1,200) (125) (6,036) (6,770) 6,173 (836) (5,760) (7,193) — — — 3,044 1,693 4,737 — — (9,392) — (4,997) (14,389) Adjusted EBITDA $470,393 $577,447 $472,925 $283,271 $132,112 $1,465,755 Net Sales $3,875,018 $4,657,517 $3,821,766 $3,108,084 $2,346,635 $13,934,002 Adjusted EBITDA Margin (%) 12.1 % 12.4 % 12.4 % 9.1 % 5.6 % 10.5 % Total Long - Term Debt as of January 31, 2023 (1) $1,798,397 Total Long - Term Debt / TTM EBITDA Total Long - Term Debt / TTM Adjusted EBITDA (1) Total debt obligations as of January 31, 2023 inclusive of the current portion of long - term debt Adjusted EBITDA is a non - GAAP performance measure included to illustrate and improve comparability of the Company's results from period to period. Adjusted EBITDA is defined as net income before net interest expense, income tax expense and depreciation and amortization adjusted for certain items and other one - time items. The Company considers this non - GAAP measure in evaluating and managing the Company's operations and believes that discussion of results adjusted for these items is meaningful to investors because it provides a useful analysis of ongoing underlying operating trends. The adjusted measures are not in accordance with, nor are they a substitute for, GAAP measures, and they may not be comparable to similarly titled measures used by other companies. 1.3 x 1.2 x

 

 

www.thorindustries.com INVESTOR RELATIONS CONTACT Michael Cieslak, CFA [email protected] (574) 294 - 7724

 

 

Exhibit 99.3

 

 

SECOND QUARTER FISCAL 2023

INVESTOR QUESTIONS & ANSWERS

March 7, 2023

 

Forward-Looking Statements

Reference is made to the forward-looking statements disclosure provided at the end of this document.

 

Executive Overview

 

Net sales for the second quarter were $2.35 billion, a decrease of 39.4% compared to the record second quarter of fiscal 2022 and a decrease of 14.0% over the same quarter of fiscal year 2021.
Consolidated gross profit margin for the second quarter was 12.1%, a decrease of 530 basis points when compared to the second quarter of fiscal year 2022 and a 310 basis point decrease compared to the second quarter of fiscal year 2021.
Earnings per share for the second quarter were $0.50 per diluted share, down from $4.79 per diluted share in the same period of the prior fiscal year and down from $2.38 per diluted share in the second quarter of fiscal year 2021.
Net cash provided by operations for the first half of fiscal 2023 was $185.3 million as compared to net cash provided by operations of $298.1 million for the first half of fiscal 2022 and net cash used in operations of $88.6 million for the first half of fiscal 2021.
The Company revised its full-year fiscal 2023 net sales and diluted earnings guidance with a current net sales estimate of between $10.5 billion to $11.5 billion and diluted earnings per share in the range of $5.50 to $6.50.

 

 

 

Quick Reference to Contents

 

Current Market Conditions and Outlook Assumptions 2
       
Q&A  
    Market Update 3
    Operations Update 4
    Financial Update 6
       
Segment Data  
    Summary of Key Quarterly Segment Data – North American Towable RVs 8
    Summary of Key Quarterly Segment Data – North American Motorized RVs 9
    Summary of Key Quarterly Segment Data – European RVs 10
       
Forward-Looking Statements 11

 

 

 

Current Market Conditions and Outlook Assumptions

 

Market demand conditions in North America.

 

The RV industry’s calendar 2022 and early calendar 2023 retail sales have been impacted by the current macroeconomic conditions faced by consumers, including higher inflation and interest rates. While near-term North American industry retail demand is anticipated to be lower than the record calendar 2021 level and the strong 2022 levels, we anticipate the recent softness in demand to be temporary as interest in the RV lifestyle continues to grow. To be clear, we acknowledge that the temporary nature of the softness is directly tied to strong headwinds faced by consumers from the current macro environment and expect that the softness will persist until those forces begin to ease up on the consumer. The Recreational Vehicle Industry Association’s (RVIA) recently updated their wholesale unit shipments forecast for calendar year 2023 to reflect the current shift in market demand trends. The RVIA forecast now estimates total North American wholesale shipments in calendar year 2023 to be between 324,300 and 344,000 units, down from the record unit shipments in calendar year 2021 of 600,240 and unit shipments in calendar 2022 of 493,268.

 

Market demand conditions in Europe.

 

Similar to North America, there remains a high level of interest for the RV lifestyle in Europe despite the persistent chassis supply constraints that currently limit the level to which we can increase output of our motorized products to fully satisfy retail demand in the near term. According to the European Caravan Foundation (“ECF”), total retail registrations in Europe for calendar year 2022 decreased 16.1% compared to calendar 2021. Due to ongoing chassis constraints, independent RV dealer inventory levels of our European RV products are generally below pre-pandemic levels in the various countries we serve. Within Germany, which accounts for approximately 60% of our European product sales, independent dealer inventories remain below historical stocking levels.

 

Order backlogs.

 

Consolidated RV backlog was $6.1 billion as of January 31, 2023. North American RV backlog was $3.0 billion as of January 31, 2023, a decrease of 79.6% compared to $14.7 billion as of January 31, 2022. European RV backlog was $3.1 billion as of January 31, 2023, which is consistent with the backlog of $3.1 billion as of January 31, 2022.

 

Macroeconomic factors.

 

The extent of the impact of current macroeconomic factors on our business - including inflation both specific to our industry (which has driven up average selling prices) and more generally to overall consumer spending, rising interest rates, and geopolitical events - remains uncertain and unpredictable. It is the impact of these forces on our consumers that required adjustment to our guidance at the mid-point of our fiscal year as that impact has been greater than we anticipated. While near-term demand will continue to be influenced by these factors, we remain optimistic about the long-term future growth of the RV industry and continue to believe that future retail demand will exceed historical, pre-pandemic levels.

 

 2 

 

Near-term and long-term RV industry outlook in both North America and Europe.

 

The recent, significant slowdown in retail activity is proof that our consumer is being impacted by elevated prices, higher interest rates, and inflation that hits their pocketbooks every day. However, strong show attendance in the face of a decreasing appetite to purchase in the short-term exhibits the resilience of consumer interest in the RV lifestyle. So, while the short-term buying decisions are being materially impacted by the current macroeconomic conditions, our long-term optimism remains undeterred. Our positive long-term outlook is supported by favorable demographics, strong interest in the RV lifestyle and favorable perception of RVing as promoting a safe and healthy lifestyle. Numerous studies conducted by THOR, RVIA and others show that people of all generations love the freedom of the outdoors and that RVers are extremely satisfied with their RV experience. The growth in industry-wide RV sales in recent years has also resulted in exposing a much wider range of consumers to the lifestyle. We believe many of those who have been recently exposed to the industry for the first time will become future owners, and that those who became first-time owners due to the pandemic will become long-term RVers - resulting in future trade-in sales opportunities. In addition, we view the significant investments by independent dealers, campground owners and various governmental agencies into camping and RV facilities to be positive long-term factors, which should only further enhance the experience of current RVers and encourage new buyers to enter the lifestyle.

 

 

Q&A

 

MARKET UPDATE

 

1.Can you comment on the market demand environment as you entered calendar 2023? What is your current forward-looking outlook?

 

a.Throughout calendar 2022, we observed continued strong interest as well as resilient consumer demand for RV products despite the macroeconomic pressures facing the consumer. Entering calendar 2023, we experienced an encouraging early spring retail show season across the country with high attendance figures and solid retail activity, reinforcing the underlying strong interest for the RV lifestyle. However, activity on dealer lots has not matched the strong show season and sales conversions have been challenged. While we had anticipated softening retail activity in our fiscal second quarter, it was more pronounced in the back half of the quarter, suggesting that retail consumers are succumbing to the macroeconomic pressures most prominently triggered by the Fed’s rate policy in the face of sustained inflation.

 

We acknowledge there is a wide range of potential retail sales scenarios, but given the challenging and uncertain macroeconomic environment, we are lowering our expectations of North American retail registrations for calendar 2023. While we expect a low-double-digit decrease in North American retail registrations from calendar 2022 levels, we expect calendar 2023 registrations to outpace the RVIA’s forecasted 2023 shipment range of between 324,300 and 344,000 units. As a reminder, the majority of retail sales historically occur during the five-month period that stretches through the balance of our fiscal year (March – July). We will continue to closely monitor economic conditions and the potential impact on our production volumes.

 

 

 3 

 

While near-term demand will continue to be influenced by macroeconomic conditions, we believe that the recent greater-than-expected softening in demand will be temporary, and in the longer term, we remain strongly optimistic about both the industry’s and THOR’s future growth. Based upon recent THOR and industry studies, we continue to believe that future retail demand will exceed historical, pre-pandemic levels. This longer-term optimism is supported by data that indicates interest in the RV lifestyle continues to exceed pre-pandemic levels, RV utilization remains high, consumer satisfaction among RV owners is very strong, and repeat buyer intentions reaffirm the “stickiness” of the RV lifestyle. The strength of the consumers’ interest in the lifestyle has been demonstrated by strong show attendance across North America despite the macro pressure on consumers. Given these facts, we believe that retail demand should rebound once current macroeconomic risks subside. As we think about our stock, the short-term challenges created by the macro environment will create turbulence in reaching fair value, but for holders with a longer time horizon, the temporary depression of our performance creates opportunity. Nothing about the short-term turbulence casts any legitimate doubt on our long-term optimism.

 

2.Are you concerned about current affordability and negative equity on trade-ins?

 

a.We are mindful that significant and persistent inflation and rising interest rates have had an impact on current consumer affordability. While the macro factors are out of our control, we have enacted strategies to mitigate these external challenges. We remain focused on working with our dealer partners to create buying propositions that resonate with retail customers, working with our suppliers to lower input costs and introducing new product offerings at value price points across the THOR family of operating companies. We continue to observe strong interest and intent to purchase RV products, and we expect the easing of inflation and pricing should offer some relief. Additionally, the RV lifestyle continues to offer consumers an affordable value proposition compared to other forms of leisure travel.

 

OPERATIONS UPDATE

 

1.On a consolidated basis, THOR companies delivered North American shipments of 25,372 units in the fiscal second quarter. What do you attribute the multiyear low quarterly unit shipments to? How are you planning production levels in the second half of fiscal 2023?

 

a.As we communicated after the close of our first fiscal quarter, we anticipated that our second quarter would see a significant slowdown of both sales and production. While the quarter was softer than expected, we aggressively employed our variable cost model and focused on assisting our independent dealers in keeping January 31, 2023 inventory levels of THOR products essentially flat to October 31, 2022 levels. As a result, North American unit shipments of 25,372 were well below recent, previous fiscal second quarters, a quarter that is traditionally a channel replenishment period in our industry.

 

Looking ahead to the second half of fiscal 2023, unit shipments are expected to sequentially increase from the second quarter levels as we enter the spring selling season. However, we will continue to prudently manage our wholesale production levels with a high level of conservatism as we look to sustain production levels lower than demand levels during this period, in-line with historical dealer destocking trends during the latter part of the second half of our fiscal year. Our teams will also continue to work closely with our dealer partners in monitoring retail demand to ensure we can respond quickly to shifts in market demand and adjust our production plans in a disciplined manner.

 4 

 

2.Can you comment on current independent dealer inventory levels of THOR products in both North America and Europe? Are you concerned with the level of model year 2022 units currently in channel inventory?

 

a.Given our disciplined production approach, especially for towable products, North American dealer inventory levels of THOR products remained essentially flat during the fiscal second quarter of 2023, moving from 122,300 units at October 31, 2022 to 121,300 units at January 31, 2023. The contrast in this metric to previous slow quarters reveals the value of our heightened focus on aligning production with retail sales. Our discipline in this regard better positions us to perform well in the second half of our fiscal year. As of January 31, 2023, we believe North American dealer inventory levels for most of our towable products are slightly higher than dealers’ desired levels given current retail sales levels, inflation, rising interest rates and other associated carrying costs while dealer inventory levels for our motorized product lines are generally more closely aligned to dealers’ desired stocking levels as of the end of January 2023. The latter part of the second half of our fiscal year is traditionally a channel destocking period for our industry, and we expect to see a similar pattern this year. We remain focused on working with our dealer partners to create buying propositions that resonate with retail customers, particularly with certain product categories that we believe have an elevated dealer inventory level given the anticipated retail environment. Overall, we remain confident in our ability to assist dealers in optimizing the mix and levels of field inventory to align to current demand during the upcoming selling season.

 

Within our European segment, independent dealer inventory continues to be below optimal levels for motorized units. As chassis supply constraints are expected to improve over the course of our fiscal 2023, we expect to make progress in restocking dealer inventory levels of THOR products.

 

3.Can you comment on the outlook for THOR Industries’ European segment?

 

a.Despite continued motorized chassis supply shortages that contributed to a 15.3% year-over-year decrease in unit shipments, our European segment posted a slightly higher gross profit and net income before income taxes compared to the prior-year period as we benefited from favorable price-cost realization and improved warranty costs, partially offset by an increase in overhead costs as a percentage of sales. Looking ahead, we do expect gradual top-line improvement over the course of fiscal 2023 with increasing availability of chassis. With a European segment backlog value of approximately $3.1 billion as of January 31, 2023 and overall independent dealer motorized inventory levels that remain below normalized levels, we expect the restocking timeline to extend into fiscal 2024. As the chassis supply challenges dissipate over the course of the next fiscal year, our European operations are positioned to perform well even in the face of macroeconomic headwinds.

 

Absent any further negative macroeconomic developments, we continue to hold strong optimism for our long-term performance in Europe. Order backlog remains strong given the low independent dealer inventory levels and continued strong interest in the RV lifestyle. According to GSR Unternehmensberatung, a consulting firm, 31% of the adult population in Germany, our largest European market, is interested in caravanning. Additionally, approximately 19 million people consider themselves to be caravanning aficionados. Furthermore, a total of 90,985 motor caravans and caravans were registered in Germany in calendar 2022, according to statistics published by the Caravaning Industry Association e.V. While current year-to-date registrations are below calendar 2021 levels, they still exceed pre-COVID levels and support a secular growth trend.

 

 5 

 

FINANCIAL UPDATE

 

1.North American Towable second quarter of fiscal 2023 gross margin of 6.4% decreased from a quarterly record 19.0% in the prior-year period. What were the drivers of this result? Do you anticipate gross margin to remain pressured in the second half of fiscal 2023?

 

a.The reduction in gross margin was driven primarily due to significantly lower sales levels, extended plant shutdowns and strategic pricing actions taken in the current year period, while a return to incentives and promotional activity, consumption of higher cost inventory and increased warranty costs as a percentage of sales secondarily contributed to the year-over-year decrease. Of note, we faced challenging comparisons to the record second quarter in the prior-year as net sales decreased 58% on a 65% decrease in unit shipments. Prudent and decisive actions taken in the current quarter to align production with the pace of seasonally slow retail sales resulted in second quarter fiscal 2023 shipments of 19,934 units. As a result of low production volumes and holiday downtime that largely extended into February across most of our towable facilities, labor and manufacturing overhead costs as a percentage of net sales increased 470 basis points compared to the prior-year period. Additionally, in response to the volume of current model year finished goods inventory and decelerating market demand in the second quarter, we proactively undertook strategic pricing actions in the quarter aimed at moving certain 2022 produced towable finished goods inventory. This proactive strategy further right-sized the Company’s inventories, improving the Company’s position going into the second half of its fiscal year and the upcoming model year change.

 

Looking ahead to the second half of fiscal 2023 and beyond, while we do not provide segment level guidance on future financial results, we do expect to see sequential gross margin improvement with seasonally higher production and sales levels, the benefit of an improved commodity cost environment having worked through much of the higher cost inventory, and a production reset focused on current dealer ordering patterns. We are mindful that a level of incentives and promotional activity higher than the recent past will be needed to support our dealers in a competitive pricing environment, but we do expect a return to more normalized gross margin levels over time.

 

2.The Company announced revised financial guidance for fiscal 2023 in its press release today. What are the key assumptions included in your updated outlook?

 

a.Given the heightened degree of volatility and macroeconomic uncertainty impacting consumer demand, which in turn drives dealer demand, the Company revised its full-year fiscal 2023 guidance, which now includes:

 

Consolidated fiscal 2023 net sales in the range of $10.5 billion to $11.5 billion (previously $11.5 billion to $12.5 billion)
Consolidated gross profit margin for fiscal 2023 in the range of 13.4% to 14.2% (previously 14.2% to 14.9%)
Diluted earnings per share for fiscal 2023 in the range of $5.50 to $6.50 (previously $7.40 to $8.70)

 

In addition to operating in a historically cyclical and interest rate sensitive industry, THOR continues to navigate a challenging macroeconomic environment. As the world’s leading RV manufacturer, we remain focused on running the business in a disciplined manner that maximizes strong profitability across our business cycle. As a result, we lowered our full-year consolidated net sales target to reflect our production discipline and aim to optimize our business to expected demand conditions. As North American production volumes seasonally increase in the second half of fiscal 2023 from second quarter levels, we will target production levels lower than demand levels to ensure independent dealer inventory is appropriate for a potentially softer demand environment. In addition, our North American wholesale shipment forecast for the balance of our fiscal year is aligned with the RVIA’s February 2023 wholesale shipment forecast, which consists of pronounced year-over-year decreases for the months through July. In Europe, we do expect gradual improvement of wholesale shipments with increasing availability of chassis over the balance of fiscal 2023.

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Given lower expected unit shipments in North America, we also revised our gross profit margin to a range of 13.4% to 14.2% to largely reflect the impact of operating leverage on reduced North America volumes and incremental incentives aimed at moving previous model year product, partially offset by the greater contribution of our European operations which continues to improve. Furthermore, we expect our consolidated gross profit margin to improve from the second quarter of fiscal 2023 as we right-size the business for current demand levels, realize input cost relief on input costs and commodities and execute on targeted commercial actions to optimize channel inventory with our dealer partners.

 

In addition, we continue to take steps to address incremental costs through a combination of product decontenting/recontenting, material sourcing strategies and the introduction of new, value-enhancing product offerings across the THOR family of operating companies. As a result of our efforts and contributions from our European and supply chain operations, we continue to expect to maintain a consolidated gross margin that exceeds previous down-cycle years.

 

3.Net cash provided from operations was $185.3 million in the first half of fiscal 2023. Do you expect to generate net cash from operations for the full-year fiscal 2023? Will working capital be a source of cash?

 

a.During the first half of fiscal 2023, we generated $314.0 million in cash from operations before changes in working capital. The change in net working capital resulted in the use of $128.7 million of operating cash during the first half of fiscal 2023, primarily due to an increase in chassis inventory to support motorized sales and production and as North American chassis suppliers got caught up delivering their order backlog, as the reductions in accounts receivables and accounts payable mostly offset each other.

 

Despite the challenging quarter from a retail perspective, our teams’ execution of our operating model positioned us to continue to improve our already strong balance sheet as subsequent to quarter end, we paid down $15.0 million on our US Term Loan and $15.0 million on our ABL. Our ability to improve our debt position even in a challenging environment is a testament to both our operating model and our teams’ ability to execute.

 

For the full-year, we expect to generate strong net cash flow from operations, primarily driven by continued positive operating results in addition to reduced net working capital levels from prior-year levels. With respect to net working capital, given recent supply chain volatility, we have been carrying elevated levels of inventory, including safety stock of certain components. As we reduce production levels to align with retail demand with a continued emphasis on build-to-order production, we will continue to reduce our net working capital levels, enabling us to further improve operating cash flow.

 

This strong cash generation will allow us to maintain a balanced capital allocation strategy focused on enhancing long-term shareholder value. We will continue to focus on reinvesting in our businesses, paying our dividend, reducing our debt obligations and repurchasing THOR stock on an opportunistic basis while making selective tuck-in acquisitions or strategic investments in innovation that we expect to enhance long-term shareholder value. Consistent with our historical approach, we expect to be disciplined, flexible and balanced in how we deploy capital to generate the greatest return for our shareholders.

 

4.Why did the Company not execute against its share repurchase program in the fiscal second quarter?

 

a.The Company operated in-line with its stated capital allocation strategy in the fiscal second quarter. In a seasonally slow retail and production environment, the focus of our fiscal second quarter was on solid operational execution, which positioned us to further strengthen our balance sheet and pay down debt subsequent to our quarter-end. Executing on our share repurchase program remains a high priority for our management team, and we expect to see additional share repurchases in the second half of our fiscal 2023.

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Summary of Key Quarterly Segment Data – North American Towable RVs

Dollars are in thousands

 

NET SALES: 

Three Months Ended

January 31, 2023

  

Three Months Ended

January 31, 2022

   % Change 
North American Towables               
Travel Trailers  $527,829   $1,250,579    (57.8)%
Fifth Wheels   301,922    734,509    (58.9)%
Total North American Towables  $829,751   $1,985,088    (58.2)%
                
                
# OF UNITS:   

Three Months Ended

January 31, 2023

    

Three Months Ended

January 31, 2022

    % Change 
North American Towables               
Travel Trailers   15,494    45,337    (65.8)%
Fifth Wheels   4,440    10,907    (59.3)%
Total North American Towables   19,934    56,244    (64.6)%
                
                
ORDER BACKLOG   

As of

January 31, 2023

    

As of

January 31, 2022

    % Change 
North American Towables  $1,152,991   $10,442,906    (89.0)%
                
                
TOWABLE RV MARKET SHARE SUMMARY (1)   Calendar Year to Date December 31,      
    2022    2021      
U.S. Market   40.9%   40.4%     
Canadian Market   41.4%   44.4%     
Combined North American Market   40.9%   40.8%     

 

(1) Source: Statistical Surveys, Inc. CYTD December 31, 2022 and 2021.

 

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.

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Summary of Key Quarterly Segment Data – North American Motorized RVs

Dollars are in thousands

 

NET SALES: 

Three Months Ended

January 31, 2023

  

Three Months Ended

January 31, 2022

   % Change 
North American Motorized               
Class A  $244,128   $429,894    (43.2)%
Class C   334,911    361,565    (7.4)%
Class B   159,544    185,347    (13.9)%
Total North American Motorized  $738,583   $976,806    (24.4)%
                
                
# OF UNITS:   

Three Months Ended

January 31, 2023

    

Three Months Ended

January 31, 2022

    % Change 
North American Motorized               
Class A   1,194    2,062    (42.1)%
Class C   2,935    3,492    (16.0)%
Class B   1,309    1,825    (28.3)%
Total North American Motorized   5,438    7,379    (26.3)%
                
                
ORDER BACKLOG   

As of

January 31, 2023

    

As of

January 31, 2022

    % Change 
North American Motorized  $1,848,124   $4,232,479    (56.3)%
                
                
MOTORIZED RV MARKET SHARE SUMMARY (1)   Calendar Year to Date December 31,      
    2022    2021      
U.S. Market   48.1%   47.4%     
Canadian Market   51.1%   46.8%     
Combined North American Market   48.3%   47.3%     

 

(1) Source: Statistical Surveys, Inc. CYTD December 31, 2022 and 2021.

 

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.

 

 

 

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Summary of Key Quarterly Segment Data – European RVs

Dollars are in thousands

 

NET SALES: (1) 

Three Months Ended

January 31, 2023

  

Three Months Ended

January 31, 2022

   % Change 
European               
Motorcaravan  $267,782   $350,861    (23.7)%
Campervan   227,136    192,838    17.8%
Caravan   94,494    91,153    3.7%
Other   57,526    88,878    (35.3)%
Total European  $646,938   $723,730    (10.6)%
                
                
# OF UNITS:   

Three Months Ended

January 31, 2023

    

Three Months Ended

January 31, 2022

    % Change 
European               
Motorcaravan   3,632    5,982    (39.3)%
Campervan   4,826    4,774    1.1%
Caravan   4,130    4,105    0.6%
Total European   12,588    14,861    (15.3)%
                
                
ORDER BACKLOG   

As of

January 31, 2023

    

As of

January 31, 2022

    % Change 
European  $3,055,738   $3,051,485    0.1%
                
                
EUROPEAN RV MARKET SHARE SUMMARY (2)   Calendar Year to Date December 31,      
    2022    2021      
Motorcaravan and Campervan (3)   21.1%   24.6%     
Caravan   18.5%   17.9%     

 

(1) The overall net sales decrease of $76.8 million includes a decrease of $51.3 million, or 7.1% of the 10.6% decrease, due to the impact of the reduction in the foreign exchange rates since the prior year period.

(2) Sources: Caravaning Industry Association e.V. (“CIVD”) and European Caravan Federation (“ECF), Calendar year to date December 31, 2022 and 2021. Data from the ECF is subject to adjustment, continuously updated and is often impacted by delays in reporting by various countries (some countries, including the United Kingdom, do not report OEM-specific data and are thus excluded from the market share calculation).

(3) The CIVD and ECF report motorcaravans and campervans together.

 

Note: Industry wholesale shipment data for the European RV market is not available.

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Forward-Looking Statements

 

This release includes certain statements that are “forward-looking” statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are made based on management’s current expectations and beliefs regarding future and anticipated developments and their effects upon THOR, and inherently involve uncertainties and risks. These forward-looking statements are not a guarantee of future performance. We cannot assure you that actual results will not differ materially from our expectations. Factors which could cause materially different results include, among others: the impact of inflation on the cost of our products as well as on general consumer demand; the effect of raw material and commodity price fluctuations, and/or raw material, commodity or chassis supply constraints; the impact of war, military conflict, terrorism and/or cyber-attacks, including state-sponsored or ransom attacks; the impact of sudden or significant adverse changes in the cost and/or availability of energy or fuel, including those caused by geopolitical events, on our costs of operation, on raw material prices, on our suppliers, on our independent dealers or on retail customers; the dependence on a small group of suppliers for certain components used in production, including chassis; interest rate fluctuations and their potential impact on the general economy and, specifically, on our profitability and on our independent dealers and consumers; the ability to ramp production up or down quickly in response to rapid changes in demand while also managing costs and market share; the level and magnitude of warranty and recall claims incurred; the ability of our suppliers to financially support any defects in their products; legislative, regulatory and tax law and/or policy developments including their potential impact on our independent dealers, retail customers or on our suppliers; the costs of compliance with governmental regulation; the impact of an adverse outcome or conclusion related to current or future litigation or regulatory investigations; public perception of and the costs related to environmental, social and governance matters; legal and compliance issues including those that may arise in conjunction with recently completed transactions; lower consumer confidence and the level of discretionary consumer spending; the impact of exchange rate fluctuations; restrictive lending practices which could negatively impact our independent dealers and/or retail consumers; management changes; the success of new and existing products and services; the ability to maintain strong brands and develop innovative products that meet consumer demands; the ability to efficiently utilize existing production facilities; changes in consumer preferences; the risks associated with acquisitions, including: the pace and successful closing of an acquisition, the integration and financial impact thereof, the level of achievement of anticipated operating synergies from acquisitions, the potential for unknown or understated liabilities related to acquisitions, the potential loss of existing customers of acquisitions and our ability to retain key management personnel of acquired companies; a shortage of necessary personnel for production and increasing labor costs and related employee benefits to attract and retain production personnel in times of high demand; the loss or reduction of sales to key independent dealers; disruption of the delivery of units to independent dealers or the disruption of delivery of raw materials, including chassis, to our facilities; increasing costs for freight and transportation; the ability to protect our information technology systems from data breaches, cyber-attacks and/or network disruptions; asset impairment charges; competition; the impact of losses under repurchase agreements; the impact of the strength of the U.S. dollar on international demand for products priced in U.S. dollars; general economic, market and political conditions in the various countries in which our products are produced and/or sold; the impact of changing emissions and other related climate change regulations in the various jurisdictions in which our products are produced, used and/or sold; changes to our investment and capital allocation strategies or other facets of our strategic plan; and changes in market liquidity conditions, credit ratings and other factors that may impact our access to future funding and the cost of debt.

 

These and other risks and uncertainties are discussed more fully in our Quarterly Report on Form 10-Q for the quarter ended January 31, 2023 and in Item 1A of our Annual Report on Form 10-K for the year ended July 31, 2022.

 

We disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained in this release or to reflect any change in our expectations after the date hereof or any change in events, conditions or circumstances on which any statement is based, except as required by law.

 

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