Management's Discussion and Analysis of Financial Condition and Results of Operations
The terms "Winnebago," "we," "us," and "our," unless the context otherwise requires, refer to Winnebago Industries, Inc. and its wholly-owned subsidiaries.
Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is intended to provide a reader of our financial statements with a narrative from the perspective of management on our financial condition, results of operations, liquidity, and certain other factors that may affect our future results. Unless otherwise noted, transactions and other factors significantly impacting our financial condition, results of operations and liquidity are discussed in order of magnitude.
Our MD&A should be read in conjunction with the Consolidated Financial Statements and related Notes included in Item 1 of Part I of this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the fiscal year ended August 30, 2025 (including the information presented therein under Risk Factors), as well as our reports on Forms 10-Q and 8-K and other publicly available information. All amounts herein are unaudited. All amounts are in millions, except share and per share data, unless otherwise noted.
Overview
Winnebago Industries, Inc. is a leading North American manufacturer of outdoor lifestyle products under the Winnebago, Grand Design, Chris-Craft, Newmar and Barletta brands, which are used primarily in leisure travel and outdoor recreation activities. We also design and manufacture advanced battery solutions that deliver "house power," supporting internal electrical features and appliances for a variety of outdoor products including RVs, boats, specialty and other low-speed vehicles, as well as other industrial applications. Other products manufactured by us consist primarily of original equipment manufacturing parts for other manufacturers and commercial vehicles. We produce our motorhome RV units in Iowa and Indiana; our towable RV units in Indiana; our marine units in Indiana and Florida; and our battery solutions in Florida. We distribute our RV and marine products primarily through independent dealers throughout the U.S. and Canada, who then retail the products to the end consumer. We also distribute our marine products internationally through independent dealers, who then retail the products to the end consumer. Our battery solutions are primarily sold to customers in the U.S.
Known Trends and Uncertainties
Recently, conflicts among the United States, Israel, and Iran intensified, contributing to higher global energy prices due to supply disruptions in the Middle East. Sustained increases in energy costs may further pressure consumer discretionary spending and demand for RV and marine products. Further, these conditions may contribute to broader inflationary pressures and delay expected interest rate reductions, which could result in higher borrowing costs for consumers.
Our business also continues to be challenged by additional macroeconomic conditions impacting retail consumers and our dealers, such as inflation, elevated interest rates, and lower consumer confidence. These factors have contributed to lower consumer spending and reduced short-term demand for large discretionary products such as RVs and marine products. In response, our dealers continue to exercise caution when managing stocking levels. Competitive market pressures continue to be observed across our portfolio.
We expect that as consumer demand stabilizes, dealers will return to more stable ordering patterns across our portfolio of businesses. We continue to produce and ship in accordance with dealer demand as evidenced and requested by dealer orders. Despite the current economic uncertainty, we believe in the long-term health of consumer demand for RV and marine products.
On February 20, 2026, the United States Supreme Court issued a decision concluding that the International Emergency Economic Powers Act (IEEPA) does not authorize the imposition of tariffs. The financial impact of this decision cannot be reasonably estimated at this time; however, this decision did not have a material impact on our financial statements for the nine months ended May 30, 2026. We will continue to monitor developments and will assess the effect of the ruling or of impending refund of tariffs directly associated with IEEPA on future reporting periods as additional information becomes available.
Results of Operations - Three Months Ended May 30, 2026 Compared to Three Months Ended May 31, 2025
Consolidated Performance Summary
The following is an analysis of changes in key items included in the Consolidated Statements of Income for the three months ended May 30, 2026 compared to the three months ended May 31, 2025:
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Three Months Ended
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($ in millions, except per share data)
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May 30, 2026
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% of Revenues(1)
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May 31, 2025
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% of Revenues(1)
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$ Change(1)
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% Change(1)
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Net revenues
|
$
|
698.7
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|
100.0
|
%
|
|
$
|
775.1
|
|
|
100.0
|
%
|
|
$
|
(76.4)
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|
|
(9.9)
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%
|
|
Cost of goods sold
|
603.8
|
|
|
86.4
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%
|
|
669.1
|
|
|
86.3
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%
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|
(65.3)
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|
(9.8)
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%
|
|
Gross profit
|
94.9
|
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|
13.6
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%
|
|
106.0
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13.7
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%
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(11.1)
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|
(10.5)
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%
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Selling, general, and administrative expenses
|
66.5
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9.5
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%
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|
70.3
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9.1
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%
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(3.8)
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(5.4)
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%
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Amortization
|
5.4
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0.8
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%
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5.5
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0.7
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%
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(0.1)
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|
|
(1.6)
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%
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Total operating expenses
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71.9
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|
10.3
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%
|
|
75.8
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9.8
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%
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(3.9)
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(5.1)
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%
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Operating income
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23.0
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3.3
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%
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30.2
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3.9
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%
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(7.2)
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(23.9)
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%
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Interest expense, net
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5.0
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|
0.7
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%
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|
6.7
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0.9
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%
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(1.8)
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(26.9)
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%
|
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Non-operating income
|
-
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|
-
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%
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|
(0.4)
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|
(0.1)
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%
|
|
-
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|
-
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%
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Income before income taxes
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18.0
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|
2.6
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%
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23.9
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3.1
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%
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(5.9)
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|
|
(24.7)
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%
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Income tax provision
|
3.5
|
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|
0.5
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%
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|
6.3
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|
0.8
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%
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(2.8)
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(44.4)
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%
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Net income
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$
|
14.5
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|
2.1
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%
|
|
$
|
17.6
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2.3
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%
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|
$
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(3.1)
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|
|
(17.7)
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%
|
|
|
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|
|
|
|
|
|
|
|
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|
Diluted earnings per share
|
$
|
0.51
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|
|
|
|
$
|
0.62
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|
|
|
|
$
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(0.11)
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|
(17.7)
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%
|
|
Diluted weighted average shares outstanding
|
28.4
|
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|
|
28.4
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|
-
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-
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%
|
(1) Amounts are calculated based on unrounded numbers and therefore may not recalculate using the rounded numbers provided. In addition, percentages may not add in total due to rounding.
Net revenues decreased primarily due to lower unit volume, partially offset by selective price adjustments and product mix.
Gross profit as a percentage of revenue was consistent with prior year as higher input costs and deleverage were largely offset by selective price adjustments.
Operating expenses decreased primarily due to cost reduction initiatives.
The change in our effective tax rate is primarily attributable to an increase in R&D tax credits.
Reportable Segment Performance Summary
Towable RV
The following is an analysis of key changes in our Towable RV segment for the three months ended May 30, 2026 compared to the three months ended May 31, 2025:
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Three Months Ended
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(in millions, except ASP and units)
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May 30, 2026
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% of Revenues(1)
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May 31, 2025
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% of Revenues(1)
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$ Change(1)
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% Change(1)
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Net revenues
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$
|
274.7
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|
|
|
$
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371.7
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|
|
|
|
$
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(96.9)
|
|
|
(26.1)
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%
|
|
Operating income
|
16.0
|
|
|
5.8
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%
|
|
29.7
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|
|
8.0
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%
|
|
(13.8)
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|
|
(46.3)
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%
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|
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|
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|
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|
|
|
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|
|
Average Selling Price ("ASP")(2)
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$
|
39,215
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|
$
|
38,934
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$
|
281
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|
0.7
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%
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Three Months Ended
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Unit deliveries
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May 30, 2026
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Product Mix(3)
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May 31, 2025
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Product Mix(3)
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Unit Change
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% Change
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Travel trailer
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5,274
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|
|
75.5
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%
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|
6,569
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69.2
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%
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(1,295)
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(19.7)
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%
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|
Fifth wheel
|
1,709
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|
24.5
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%
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|
2,926
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|
|
30.8
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%
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|
(1,217)
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|
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(41.6)
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%
|
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Total Towable RV
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6,983
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100.0
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%
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|
9,495
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100.0
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%
|
|
(2,512)
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|
|
(26.5)
|
%
|
(1) Amounts are calculated based on unrounded numbers and therefore may not recalculate using the rounded numbers provided.
(2) ASP excludes off-invoice dealer incentives.
(3) Percentages may not add due to rounding differences.
Net revenues decreased primarily due to lower unit volume and a shift in product mix toward lower price-point models, partially offset by selective price adjustments.
Operating income margin decreased primarily due to higher input costs, volume deleverage, and product mix, partially offset by selective price adjustments and cost containment initiatives.
Motorhome RV
The following is an analysis of key changes in our Motorhome RV segment for the three months ended May 30, 2026 compared to the three months ended May 31, 2025:
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|
|
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|
|
|
|
|
|
Three Months Ended
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|
(in millions, except ASP and units)
|
May 30, 2026
|
|
% of Revenues(1)
|
|
May 31, 2025
|
|
% of Revenues(1)
|
|
$ Change(1)
|
|
% Change(1)
|
|
Net revenues
|
$
|
320.7
|
|
|
|
|
$
|
291.2
|
|
|
|
|
$
|
29.5
|
|
|
10.1
|
%
|
|
Operating income (loss)
|
9.6
|
|
|
3.0
|
%
|
|
(3.2)
|
|
|
(1.1)
|
%
|
|
12.7
|
|
|
NM
|
|
|
|
|
|
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|
|
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|
|
ASP(2)
|
$
|
213,040
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|
|
|
|
$
|
208,146
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|
|
|
|
$
|
4,894
|
|
|
2.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Unit deliveries
|
May 30, 2026
|
|
Product Mix(3)
|
|
May 31, 2025
|
|
Product Mix(3)
|
|
Unit Change
|
|
% Change
|
|
Class A
|
219
|
|
|
14.3
|
%
|
|
288
|
|
|
20.1
|
%
|
|
(69)
|
|
|
(24.0)
|
%
|
|
Class B
|
517
|
|
|
33.7
|
%
|
|
406
|
|
|
28.4
|
%
|
|
111
|
|
|
27.3
|
%
|
|
Class C
|
797
|
|
|
52.0
|
%
|
|
737
|
|
|
51.5
|
%
|
|
60
|
|
|
8.1
|
%
|
|
Total Motorhome RV
|
1,533
|
|
|
100.0
|
%
|
|
1,431
|
|
|
100.0
|
%
|
|
102
|
|
|
7.1
|
%
|
(1) Amounts are calculated based on unrounded numbers and therefore may not recalculate using the rounded numbers provided.
(2) ASP excludes off-invoice dealer incentives.
(3) Percentages may not add due to rounding differences.
NM: Not meaningful.
Net revenues increased primarily due to higher unit volume and selective price adjustments.
Operating income margin increased primarily due to higher unit volume driven by new products and selective price adjustments, partially offset by higher input costs.
Marine
The following is an analysis of key changes in our Marine segment for the three months ended May 30, 2026 compared to the three months ended May 31, 2025:
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
(in millions, except ASP and units)
|
May 30, 2026
|
|
% of Revenues(1)
|
|
May 31, 2025
|
|
% of Revenues(1)
|
|
$ Change(1)
|
|
% Change(1)
|
|
Net revenues
|
$
|
92.4
|
|
|
|
|
$
|
100.7
|
|
|
|
|
$
|
(8.3)
|
|
|
(8.3)
|
%
|
|
Operating income
|
5.3
|
|
|
5.8
|
%
|
|
9.4
|
|
|
9.3
|
%
|
|
(4.1)
|
|
|
(43.4)
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ASP(2)
|
$
|
81,042
|
|
|
|
|
$
|
81,185
|
|
|
|
|
$
|
(143)
|
|
|
(0.2)
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Unit deliveries
|
May 30, 2026
|
|
|
|
May 31, 2025
|
|
|
|
Unit Change
|
|
% Change
|
|
Boats
|
1,155
|
|
|
|
|
1,254
|
|
|
|
|
(99)
|
|
|
(7.9)
|
%
|
(1) Amounts are calculated based on unrounded numbers and therefore may not recalculate using the rounded numbers provided.
(2) ASP excludes off-invoice dealer incentives.
(3) Due to the nature of the Marine industry, this amount includes a higher proportion of retail sold units than our other segments.
Net revenues decreased primarily due to lower unit volume and product mix, partially offset by selective price adjustments.
Operating income margin decreased primarily due to higher input costs and volume deleverage, partially offset by selective price adjustments.
Results of Operations - Nine Months Ended May 30, 2026 Compared to the Nine Months Ended May 31, 2025
Consolidated Performance Summary
The following is an analysis of changes in key items included in the Consolidated Statements of Income for the nine months ended May 30, 2026 compared to the nine months ended May 31, 2025:
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|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
|
|
($ in millions, except per share data)
|
May 30, 2026
|
|
% of Revenues(1)
|
|
May 31, 2025
|
|
% of Revenues(1)
|
|
$ Change(1)
|
|
% Change(1)
|
|
Net revenues
|
$
|
2,058.8
|
|
|
100.0
|
%
|
|
$
|
2,020.9
|
|
|
100.0
|
%
|
|
$
|
37.9
|
|
|
1.9
|
%
|
|
Cost of goods sold
|
1,789.3
|
|
|
86.9
|
%
|
|
1,755.0
|
|
|
86.8
|
%
|
|
34.3
|
|
|
2.0
|
%
|
|
Gross profit
|
269.5
|
|
|
13.1
|
%
|
|
265.9
|
|
|
13.2
|
%
|
|
3.6
|
|
|
1.3
|
%
|
|
Selling, general, and administrative expenses
|
204.7
|
|
|
9.9
|
%
|
|
212.1
|
|
|
10.5
|
%
|
|
(7.4)
|
|
|
(3.5)
|
%
|
|
Amortization
|
16.2
|
|
|
0.8
|
%
|
|
16.7
|
|
|
0.8
|
%
|
|
(0.4)
|
|
|
(2.7)
|
%
|
|
Total operating expenses
|
220.9
|
|
|
10.7
|
%
|
|
228.8
|
|
|
11.3
|
%
|
|
(7.9)
|
|
|
(3.4)
|
%
|
|
Operating income
|
48.6
|
|
|
2.4
|
%
|
|
37.1
|
|
|
1.8
|
%
|
|
11.5
|
|
|
30.9
|
%
|
|
Interest expense, net
|
16.3
|
|
|
0.8
|
%
|
|
19.3
|
|
|
1.0
|
%
|
|
(3.1)
|
|
|
(16.1)
|
%
|
|
Loss on note repurchase
|
0.8
|
|
|
-
|
%
|
|
2.0
|
|
|
0.1
|
%
|
|
(1.2)
|
|
|
(61.0)
|
%
|
|
Non-operating income
|
(0.3)
|
|
|
-
|
%
|
|
(1.0)
|
|
|
(0.1)
|
%
|
|
0.8
|
|
|
(77.3)
|
%
|
|
Income before income taxes
|
31.8
|
|
|
1.5
|
%
|
|
16.8
|
|
|
0.8
|
%
|
|
14.9
|
|
|
88.9
|
%
|
|
Income tax provision
|
7.0
|
|
|
0.3
|
%
|
|
4.8
|
|
|
0.2
|
%
|
|
2.2
|
|
|
45.0
|
%
|
|
Net income
|
$
|
24.8
|
|
|
1.2
|
%
|
|
$
|
12.0
|
|
|
0.6
|
%
|
|
$
|
12.8
|
|
|
106.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earning per share
|
$
|
0.87
|
|
|
|
|
$
|
0.42
|
|
|
|
|
$
|
0.45
|
|
|
107.1
|
%
|
|
Diluted weighted average shares outstanding
|
28.4
|
|
|
|
|
28.4
|
|
|
|
|
-
|
|
|
-
|
%
|
(1) Amounts are calculated based on unrounded numbers and therefore may not recalculate using the rounded numbers provided. In addition, percentages may not add in total due to rounding.
Net revenues increased primarily due to selective price increases and product mix, partially offset by lower unit volume.
Gross profit as a percentage of revenue was consistent with prior year as higher input costs were largely offset by selective price adjustments.
Operating expenses decreased primarily due to cost reduction initiatives, partially offset by increased costs to support the growth of the Grand Design Motorhome business.
The loss on note repurchase recorded in the nine months ended May 30, 2026 and May 31, 2025 is related to the repurchase of $100.0 million of our Senior Secured Notes in both periods. Refer to Note 8 in the Notes to Consolidated Financial Statements included in Item 1 of Part I of this Quarterly Report on Form 10-Q for further information.
The change in our effective tax rate was driven primarily by the impact of increased R&D tax credits and discrete tax benefits in the current year as compared to the prior year.
Reportable Segment Performance Summary
Towable RV
The following is an analysis of key changes in our Towable RV segment for the nine months ended May 30, 2026 compared to the nine months ended May 31, 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
|
|
(in millions, except ASP and units)
|
May 30, 2026
|
|
% of Revenues(1)
|
|
May 31, 2025
|
|
% of Revenues(1)
|
|
$ Change(1)
|
|
% Change(1)
|
|
Net revenues
|
$
|
830.5
|
|
|
|
|
$
|
913.9
|
|
|
|
|
$
|
(83.4)
|
|
|
(9.1)
|
%
|
|
Operating income
|
38.2
|
|
|
4.6
|
%
|
|
51.3
|
|
|
5.6
|
%
|
|
(13.1)
|
|
|
(25.6)
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ASP(2)
|
$
|
39,232
|
|
|
|
|
$
|
38,906
|
|
|
|
|
$
|
326
|
|
|
0.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
|
|
Unit deliveries
|
May 30, 2026
|
|
Product Mix(3)
|
|
May 31, 2025
|
|
Product Mix(3)
|
|
Unit Change
|
|
% Change
|
|
Travel trailer
|
15,350
|
|
|
73.0
|
%
|
|
16,034
|
|
|
68.7
|
%
|
|
(684)
|
|
|
(4.3)
|
%
|
|
Fifth wheel
|
5,669
|
|
|
27.0
|
%
|
|
7,302
|
|
|
31.3
|
%
|
|
(1,633)
|
|
|
(22.4)
|
%
|
|
Total Towable RV
|
21,019
|
|
|
100.0
|
%
|
|
23,336
|
|
|
100.0
|
%
|
|
(2,317)
|
|
|
(9.9)
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
May 30, 2026
|
|
|
|
May 31, 2025
|
|
|
|
$ Change(1)
|
|
% Change(1)
|
|
Dealer Inventory(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
Units
|
18,721
|
|
|
|
|
17,747
|
|
|
|
|
974
|
|
|
5.5
|
%
|
(1) Amounts are calculated based on unrounded numbers and therefore may not recalculate using the rounded numbers provided.
(2) ASP excludes off-invoice dealer incentives.
(3) Percentages may not add due to rounding differences.
(4) Data is based on the latest information available from our dealer partners and is subject to timing of reporting and other limitations.
Net revenues decreased primarily due to lower unit volume and a shift in product mix toward lower price-point models, partially offset by selective price adjustments.
Operating income margin decreased primarily due to higher input costs, deleverage, and product mix, partially offset by selective price adjustments, and cost containment initiatives.
Motorhome RV
The following is an analysis of key changes in our Motorhome RV segment for the nine months ended May 30, 2026 compared to the nine months ended May 31, 2025:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
|
|
(in millions, except ASP and units)
|
May 30, 2026
|
|
% of Revenues(1)
|
|
May 31, 2025
|
|
% of Revenues(1)
|
|
$ Change(1)
|
|
% Change(1)
|
|
Net revenues
|
$
|
933.9
|
|
|
|
|
$
|
798.5
|
|
|
|
|
$
|
135.3
|
|
|
16.9
|
%
|
|
Operating income (loss)
|
25.3
|
|
|
2.7
|
%
|
|
(7.0)
|
|
|
(0.9)
|
%
|
|
32.2
|
|
|
NM
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ASP(2)
|
$
|
216,779
|
|
|
|
|
$
|
204,588
|
|
|
|
|
$
|
12,191
|
|
|
6.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
|
|
Unit deliveries
|
May 30, 2026
|
|
Product Mix(3)
|
|
May 31, 2025
|
|
Product Mix(3)
|
|
Unit Change
|
|
% Change
|
|
Class A
|
705
|
|
|
16.2
|
%
|
|
808
|
|
|
20.2
|
%
|
|
(103)
|
|
|
(12.7)
|
%
|
|
Class B
|
1,416
|
|
|
32.5
|
%
|
|
1,158
|
|
|
29.0
|
%
|
|
258
|
|
|
22.3
|
%
|
|
Class C
|
2,234
|
|
|
51.3
|
%
|
|
2,031
|
|
|
50.8
|
%
|
|
203
|
|
|
10.0
|
%
|
|
Total Motorhome RV
|
4,355
|
|
|
100.0
|
%
|
|
3,997
|
|
|
100.0
|
%
|
|
358
|
|
|
9.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
May 30, 2026
|
|
|
|
May 31, 2025
|
|
|
|
$ Change(1)
|
|
% Change(1)
|
|
Dealer Inventory(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
Units
|
3,468
|
|
|
|
|
3,614
|
|
|
|
|
(146)
|
|
|
(4.0)
|
%
|
(1) Amounts are calculated based on unrounded numbers and therefore may not recalculate using the rounded numbers provided.
(2) ASP excludes off-invoice dealer incentives.
(3) Percentages may not add due to rounding differences.
(4) Data is based on the latest information available from our dealer partners and is subject to timing of reporting and other limitations.
NM: Not meaningful.
Net revenues increased primarily due to higher unit volume, selective price adjustments and product mix.
Operating income margin increased primarily due to selective price adjustments and volume leverage, partially offset by higher input costs.
Marine
The following is an analysis of key changes in our Marine segment for the nine months ended May 30, 2026 compared to the nine months ended May 31, 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
|
|
(in millions, except ASP and units)
|
May 30, 2026
|
|
% of Revenues(1)
|
|
May 31, 2025
|
|
% of Revenues(1)
|
|
$ Change(1)
|
|
% Change(1)
|
|
Net revenues
|
$
|
264.1
|
|
|
|
|
$
|
272.9
|
|
|
|
|
$
|
(8.8)
|
|
|
(3.2)
|
%
|
|
Operating income
|
14.3
|
|
|
5.4
|
%
|
|
21.0
|
|
|
7.7
|
%
|
|
(6.6)
|
|
|
(31.6)
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ASP(2)
|
$
|
82,315
|
|
|
|
|
$
|
79,846
|
|
|
|
|
$
|
2,469
|
|
|
3.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
|
|
Unit deliveries
|
May 30, 2026
|
|
|
|
May 31, 2025
|
|
|
|
Unit Change
|
|
% Change
|
|
Boats
|
3,282
|
|
|
|
|
3,471
|
|
|
|
|
(189)
|
|
|
(5.4)
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
May 30, 2026
|
|
|
|
May 31, 2025
|
|
|
|
$ Change(1)
|
|
% Change(1)
|
|
Dealer Inventory(3,4)
|
|
|
|
|
|
|
|
|
|
|
|
|
Units
|
3,175
|
|
|
|
|
3,069
|
|
|
|
|
106
|
|
|
3.5
|
%
|
(1) Amounts are calculated based on unrounded numbers and therefore may not recalculate using the rounded numbers provided.
(2) ASP excludes off-invoice dealer incentives.
(3) Due to the nature of the Marine industry, this amount includes a higher proportion of retail sold units than our other segments.
(4) Data is based on the latest information available from our dealer partners and is subject to timing of reporting and other limitations.
Net revenues decreased primarily due to lower unit volume and a shift in product mix toward lower price-point models, partially offset by selective price adjustments.
Operating income margin decreased primarily due to higher input costs and deleverage, partially offset by selective price adjustments.
Analysis of Financial Condition, Liquidity, and Capital Resources
Cash Flows
The following table summarizes our cash flows from operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
|
|
(in millions)
|
May 30, 2026
|
|
May 31, 2025
|
|
Total cash provided by (used in):
|
|
|
|
|
Operating activities
|
$
|
26.2
|
|
|
$
|
(52.5)
|
|
|
Investing activities
|
(11.3)
|
|
|
(25.5)
|
|
|
Financing activities
|
(131.8)
|
|
|
(242.4)
|
|
|
Net decrease in cash and cash equivalents
|
$
|
(116.9)
|
|
|
$
|
(320.4)
|
|
Operating Activities
During the nine months ended May 30, 2026, net cash provided by operating activities was $26.2 million compared to net cash used in operating activities of $52.5 million during the same period last year. The change in operating cash flow is primarily driven by higher profitability adjusted for non-cash items and favorable changes in net working capital.
Investing Activities
Cash used in investing activities decreased primarily due to lower capital expenditures compared to the prior year.
Financing Activities
Cash used in financing activities decreased primarily due to the purchase of Senior Secured Notes pursuant to the 2025 tender offer and maturity of the 1.5% unsecured Convertible Senior Notes due 2025 in the prior year partially offset by the partial redemption of the Senior Secured Notes in the current year, and minimal share repurchase activity in the current year compared to higher share repurchases in the prior year. During the nine months ended May 30, 2026 and May 31, 2025, $100.0 million and $159.9 million of debt was repurchased in each period, respectively.
Debt and Capital
We maintain a $350.0 million asset-based revolving credit facility ("ABL Credit Facility") with a maturity date of July 15, 2027, subject to certain factors which may accelerate the maturity date. As of May 30, 2026, we had no borrowings against the ABL Credit Facility.
As of May 30, 2026, we had $57.1 million in cash and cash equivalents and $350.0 million in unused ABL Credit Facility. Our cash and cash equivalent balances consist of high quality, short-term money market instruments.
On January 23, 2024, we issued $350.0 million in aggregate principal amount of 3.25% unsecured convertible senior notes due 2030 (the "2030 Convertible Notes").
On July 8, 2020, we closed our private offering (the "Senior Secured Notes Offering") of $300.0 million aggregate principal amount of 6.25% Senior Secured Notes due 2028 (the "Senior Secured Notes"). On February 3, 2025, we executed a tender offer to purchase for cash up to $75.0 million aggregate principal amount of the Senior Secured Notes (the "Tender Offer"). On February 18, 2025, we amended the Tender Offer by increasing the maximum aggregate principal amount of Senior Secured Notes to $100.0 million. On February 20, 2025, $100.0 million aggregate principal amount of the Senior Secured Notes were validly tendered and accepted. On February 20, 2026, we redeemed $100.0 million of the outstanding Senior Secured Notes at a redemption price of 100% of the principal amount, plus accrued and unpaid interest to, but not including, the redemption date, which brought the remaining principal amount outstanding to $100.0 million.
As of May 30, 2026, we have no debt maturing in the next twelve months that is classified as current on our Consolidated Balance Sheets.
We believe cash flow from operations, existing lines of credit, and access to debt and capital markets will be sufficient to meet our current liquidity needs, and we have committed liquidity and cash reserves in excess of our anticipated funding requirements. We evaluate the financial stability of the counterparties for the 2030 Convertible Notes, the Senior Secured Notes, and the ABL Credit Facility, and will continue to monitor counterparty risk on an on-going basis.
Working Capital
Working capital at May 30, 2026 and August 30, 2025 was $411.6 million and $465.1 million, respectively. We currently expect cash on hand, funds generated from operations, and the borrowing available under our ABL Credit Facility to be sufficient to cover both short-term and long-term operating requirements.
Share Repurchases
We repurchase our common stock and pay dividends pursuant to programs approved by our Board of Directors. Our long-term capital allocation strategy is to first fund operations and investments in growth, maintain a debt leverage ratio within our targeted zone, maintain reasonable liquidity, and then return excess cash over time to shareholders through dividends and share repurchases.
On August 17, 2022, our Board of Directors authorized a new share repurchase program in the amount of $350.0 million with no time restriction on the authorization, which took effect immediately and replaced the prior program. In the nine months ended May 30, 2026, no shares were repurchased under this authorization. Approximately 57,000 shares at a cost of $1.7 million were repurchased to satisfy tax obligations on employee equity awards vested. We continually evaluate if share repurchases reflect a prudent use of our capital and, subject to compliance with our ABL Credit Facility and Senior Secured Notes, we may purchase shares in the future. As of May 30, 2026, we have $180.0 million remaining on our Board approved repurchase authorization.
On May 15, 2026, our Board of Directors approved a quarterly cash dividend of $0.35 per share payable on June 24, 2026, to common stockholders of record at the close of business on June 10, 2026.
Contractual Obligations and Commercial Commitments
There have been no material changes in our contractual obligations since the end of Fiscal 2025. See our Annual Report on Form 10-K for the fiscal year ended August 30, 2025 for additional information regarding our contractual obligations and commercial commitments.
Critical Accounting Estimates
We describe our critical accounting policies in Note 1 in the Notes to Consolidated Financial Statements included in Item 8 of Part II of our Annual Report on Form 10-K for the fiscal year ended August 30, 2025. We discuss our critical accounting estimates in Item 7 of Part II of our Annual Report on Form 10-K for the fiscal year ended August 30, 2025. There have been no material changes to our critical accounting policies or critical accounting estimates since the end of Fiscal 2025.
Recently Issued Accounting Pronouncements
For a summary of new applicable accounting pronouncements, see Note 1 in the Notes to Consolidated Financial Statements included in Item 1 of Part I of this Quarterly Report on Form 10-Q.
Safe Harbor Statement Under the Private Securities Litigation Reform Act
Section 27A of the Securities Act of 1933, as amended ("Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended ("Exchange Act"), provide a "safe harbor" for forward-looking statements to encourage companies to provide prospective information about their companies. With the exception of historical information, the matters discussed in this Quarterly Report on Form 10-Q are forward-looking statements and may be identified by the use of words such as "anticipate," "assume," "believe," "estimate," "expect," "guidance," "intend," "outlook," "plan," "project," and other words and terms of similar meaning. Such statements reflect our current views and estimates with respect to future market conditions, company performance and financial results, operational investments, business prospects, new strategies, the competitive environment, and other events. These statements are subject to certain risks and uncertainties that could cause actual results to differ materially from the potential results discussed in such forward-looking statements. Readers should review Item 1A of Part I of our Annual Report on Form 10-K for the fiscal year ended August 30, 2025, and Item 1A of Part II of this Quarterly Report on Form 10-Q, for a description of important factors that could cause our actual results to differ materially from those contemplated by the forward-looking statements made in this Quarterly Report on Form 10-Q. Among the factors that could cause actual results and outcomes to differ materially from those contained in such forward-looking statements are the following:
•General economic uncertainty in key markets and a worsening of domestic and global economic conditions or low levels of economic growth.
•Availability of financing for RV and marine dealers and retail purchasers.
•Competition and new product introductions by competitors.
•Ability to innovate and commercialize new products.
•Ability to manage our inventory to meet demand.
•Risk related to cyclicality and seasonality of our business.
•Risk related to independent dealers.
•Risk related to dealer consolidation or the loss of a significant dealer.
•Significant increase in repurchase obligations.
•Ability to retain relationships with our suppliers and obtain components.
•Business or production disruptions.
•Inadequate management of dealer inventory levels.
•Increased material and component costs, including availability and price of fuel and other raw materials.
•Ability to integrate mergers and acquisitions.
•Ability to attract and retain qualified personnel and changes in market compensation rates.
•Exposure to warranty claims and product recalls.
•Ability to protect our information technology systems from data security, cyberattacks, and network disruption risks and the ability to successfully upgrade and evolve our information technology systems.
•Ability to retain brand reputation and related exposure to product liability claims.
•Governmental regulation, including for climate change.
•Increased attention to environmental, social, and governance (ESG) matters, and our ability to meet our commitments.
•Impairment of goodwill and trade names.
•Risks related to our 2030 Convertible Notes and Senior Secured Notes, including our ability to satisfy our obligations under these notes.
•Changes in recommendations or a withdrawal of coverage by third party securities analysts.
We caution that the foregoing list of important factors is not complete. Any forward-looking statements speak only as of the date they are made, and we assume no obligation to update any forward-looking statement that we may make.