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LCI INDUSTRIES

For the period ended Dec 31, 2023. Filed Feb 23, 2024.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2023 · Filed Feb 23, 2024

LCII$97.98-3.1%Stored close · as of Nov 10, 2026

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Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

To the Stockholders and Board of Directors

LCI Industries:

Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting

We have audited the accompanying consolidated balance sheets of LCI Industries and subsidiaries (the Company) as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023 based on criteria established in Internal Control – Integrated Framework (2013)issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Estimation of certain product warranty accruals

As discussed in Note 7 to the consolidated financial statements, the Company’s product warranty accrual as of December 31, 2023 was $71.6 million. The Company provides warranty terms based upon the type of product sold and estimates warranty accruals based upon various factors and information, including historical warranty costs, warranty claim lag, and sales.

We identified the evaluation of certain product warranty accruals as a critical audit matter. Complex auditor judgment was required to evaluate the Company's warranty accruals, including the model used to determine certain product warranty accruals, which required the use of actuarial professionals with specialized skills and knowledge.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to certain product warranty accruals, including controls related to the Company's model. We assessed the data used by the Company in developing the estimate by comparing it to relevant claims and sales documentation. In addition, we involved actuarial professionals with specialized skills and knowledge, who assisted in evaluating the Company's model by comparing certain of the Company's product warranty accruals to a range of those product warranty accruals determined using independently developed models.

/s/KPMG LLP

We have served as the Company’s auditor since 1980.

Chicago, Illinois

February 23, 2024

Year Ended December 31,
202320222021
(In thousands, except per share amounts)
Net sales$3,784,808$5,207,143$4,472,697
Cost of sales3,008,6183,933,8543,429,662
Gross profit776,1901,273,2891,043,035
Selling, general and administrative expenses652,762720,261644,625
Operating profit123,428553,028398,410
Interest expense, net40,42427,57316,366
Income before income taxes83,004525,455382,044
Provision for income taxes18,809130,48194,305
Net income$64,195$394,974$287,739
Net income per common share:
Basic$2.54$15.57$11.39
Diluted$2.52$15.48$11.32
Weighted average common shares outstanding:
Basic25,30525,37225,257
Diluted25,43625,51425,427
Year Ended December 31,
202320222021
(In thousands)
Net income$64,195$394,974$287,739
Other comprehensive income (loss):
Net foreign currency translation adjustment8,532(20,920)(9,697)
Actuarial (loss) gain on pension plans(964)28,1252,107
Total comprehensive income$71,763$402,179$280,149
December 31,
20232022
(In thousands, except per share amount)
ASSETS
Current assets
Cash and cash equivalents$66,157$47,499
Accounts receivable, net of allowances of $5,701 and $5,904 at December 31, 2023 and 2022, respectively214,707214,262
Inventories, net768,4071,029,705
Prepaid expenses and other current assets67,59999,310
Total current assets1,116,8701,390,776
Fixed assets, net465,781482,185
Goodwill589,550567,063
Other intangible assets, net448,759503,320
Operating lease right-of-use assets245,388247,007
Other long-term assets92,97156,561
Total assets$2,959,319$3,246,912
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Current maturities of long-term indebtedness$589$23,086
Accounts payable, trade183,697143,529
Current portion of operating lease obligations36,26935,447
Accrued expenses and other current liabilities174,437219,238
Total current liabilities394,992421,300
Long-term indebtedness846,8341,095,888
Operating lease obligations222,680222,478
Deferred taxes32,34530,580
Other long-term liabilities107,43295,658
Total liabilities1,604,2831,865,904
Stockholders' equity
Common stock, par value $.01 per share287285
Paid-in capital245,659234,956
Retained earnings1,177,0341,221,279
Accumulated other comprehensive income14,2726,704
Stockholders' equity before treasury stock1,437,2521,463,224
Treasury stock, at cost(82,216)(82,216)
Total stockholders' equity1,355,0361,381,008
Total liabilities and stockholders' equity$2,959,319$3,246,912
Year Ended December 31,
(In thousands)202320222021
Cash flows from operating activities:
Net income$64,195$394,974$287,739
Adjustments to reconcile net income to cash flows provided by operating activities:
Depreciation and amortization131,768129,212112,320
Stock-based compensation expense18,22923,69527,161
Deferred taxes2,067(9,277)(3,279)
Other non-cash items7,7163,4967,456
Changes in assets and liabilities, net of acquisitions of businesses:
Accounts receivable, net1,594115,706(58,843)
Inventories, net235,347117,419(516,692)
Prepaid expenses and other assets25,95414,990(13,306)
Accounts payable, trade38,737(161,121)68,879
Accrued expenses and other liabilities1,622(26,580)(23,008)
Net cash flows provided by (used in) operating activities527,229602,514(111,573)
Cash flows from investing activities:
Capital expenditures(62,209)(130,641)(98,534)
Acquisitions of businesses(25,851)(108,470)(194,107)
Other investing activities4,312(2,679)11,423
Net cash flows used in investing activities(83,748)(241,790)(281,218)
Cash flows from financing activities:
Vesting of stock-based awards, net of shares tendered for payment of taxes(9,628)(10,961)(8,324)
Proceeds from revolving credit facility248,9001,128,4001,303,193
Repayments under revolving credit facility(464,822)(1,233,740)(1,281,147)
Proceeds from term loan borrowings——124,199
Repayments under shelf loan, term loan, and other borrowings(61,099)(73,031)(21,457)
Proceeds from issuance of convertible notes——460,000
Purchases of convertible note hedge contracts——(100,142)
Proceeds from issuance of warrants concurrent with note hedge contracts——48,484
Payment of debt issuance costs——(12,214)
Payment of dividends(106,336)(102,726)(87,171)
Payment of contingent consideration and holdbacks related to acquisitions(31,857)(60,228)(22,830)
Repurchases of common stock—(24,054)—
Other financing activities(1,342)1,4691,972
Net cash flows (used in) provided by financing activities(426,184)(374,871)404,563
Effect of exchange rate changes on cash and cash equivalents1,361(1,250)(697)
Net increase (decrease) in cash and cash equivalents18,658(15,397)11,075
Cash and cash equivalents at beginning of period47,49962,89651,821
Cash and cash equivalents at end of period$66,157$47,499$62,896

(continued)

Year Ended December 31,
202320222021
(In thousands)
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest$39,925$25,052$15,429
Income taxes, net of refunds8,118170,01294,075
Non-cash investing and financing activities:
Non-cash contribution of net assets for investment in unconsolidated joint venture34,220——
Purchase of property and equipment in accrued expenses5311,7303,602

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(In thousands, except shares and per share amounts)CommonStockPaid-inCapitalRetainedEarningsAccumulated Other Comprehensive Income (Loss)TreasuryStockTotalStockholders'Equity
Balance - January 1, 2021$282$227,407$731,710$7,089$(58,162)$908,326
Net income——287,739——287,739
Issuance of 117,540 shares of common stock pursuant to stock-based awards, net of shares tendered for payment of taxes2(8,326)———(8,324)
Stock-based compensation expense—27,161———27,161
Purchase of convertible note hedge contracts, net of tax—(75,750)———(75,750)
Issuance of warrants—48,484———48,484
Other comprehensive loss———(7,590)—(7,590)
Cash dividends ($3.45 per share)——(87,171)——(87,171)
Dividend equivalents on stock-based awards—1,483(1,483)———
Balance - December 31, 2021284220,459930,795(501)(58,162)1,092,875
Net income——394,974——394,974
Issuance of 159,125 shares of common stock pursuant to stock-based awards, net of shares tendered for payment of taxes1(10,962)———(10,961)
Stock-based compensation expense—23,695———23,695
Repurchase of 253,490 shares of common stock————(24,054)(24,054)
Other comprehensive income———7,205—7,205
Cash dividends ($4.05 per share)——(102,726)——(102,726)
Dividend equivalents on stock-based awards—1,764(1,764)———
Balance - December 31, 2022285234,9561,221,2796,704(82,216)1,381,008
Net income——64,195——64,195
Issuance of 147,216 shares of common stock pursuant to stock-based awards, net of shares tendered for payment of taxes2(9,630)———(9,628)
Stock-based compensation expense—18,229———18,229
Other comprehensive income———7,568—7,568
Cash dividends ($4.20 per share)——(106,336)——(106,336)
Dividend equivalents on stock-based awards—2,104(2,104)———
Balance - December 31, 2023$287$245,659$1,177,034$14,272$(82,216)$1,355,036

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

  1. BASIS OF PRESENTATION

The Consolidated Financial Statements include the accounts of LCI Industries and its wholly-owned subsidiaries ("LCII" and collectively with its subsidiaries, the "Company," "we," "us," or "our"). LCII hasno unconsolidated subsidiaries. LCII, through its wholly-owned subsidiary, Lippert Components, Inc. and its subsidiaries (collectively, "Lippert Components," "LCI," or "Lippert"), supplies, domestically and internationally, a broad array of highly engineered components for the leading original equipment manufacturers ("OEMs") in the recreation and transportation markets, consisting primarily of recreational vehicles ("RVs") and adjacent industries including boats; buses; trailers used to haul boats, livestock, equipment, and other cargo; trucks; trains; manufactured homes; and modular housing. The Company also supplies engineered components to the related aftermarkets of these industries, primarily by selling to retail dealers, wholesale distributors, and service centers, as well as direct to retail customers via the Internet. At December 31, 2023, the Company operated over 110 manufacturing and distribution facilities located throughout North America and Europe.

Most industries where the Company sells products or where its products are used historically have been seasonal and are generally at the highest levels when the weather is moderate. Accordingly, the Company's sales and profits have generally been the highest in the second quarter and lowest in the fourth quarter. However, because of fluctuations in dealer inventories, the impact of international, national, and regional economic conditions, consumer confidence on retail sales of RVs and other products for which we sell our components, the timing of dealer orders, and the impact of severe weather conditions on the timing of industry-wide shipments from time to time, current and future seasonal industry trends have been, and may in the future be, different than in prior years. Additionally, many of the optional upgrades and non-critical replacement parts for RVs are purchased outside the normal product selling season, thereby causing certain Aftermarket Segment sales to be counter-seasonal.

The Company is not aware of any significant events which occurred subsequent to the balance sheet date but prior to the filing of this report that would have a material impact on the Consolidated Financial Statements. All significant intercompany balances and transactions have been eliminated.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, net sales and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, the Company evaluates its estimates, including, but not limited to, those related to product returns, sales and purchase rebates, accounts receivable, inventories, goodwill and other intangible assets, net assets of acquired businesses, income taxes, warranty and product recall obligations, self-insurance obligations, operating lease right-of-use assets and obligations, asset retirement obligations, long-lived assets, pension and post-retirement benefits, stock-based compensation, segment allocations, contingent consideration, environmental liabilities, contingencies, and litigation. The Company bases its estimates on historical experience, other available information, and various other assumptions believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities not readily apparent from other resources. Actual results and events could differ significantly from management estimates.

Risks and Uncertainties

Negative conditions in the general economy in the United States or abroad, including conditions resulting from financial and credit market fluctuations, increased inflation and interest rates, changes in economic policy, trade uncertainty, including changes in tariffs, sanctions, international treaties, and other trade restrictions, including geopolitical tensions, armed conflicts, natural disasters or global public health crises, have negatively impacted, and could continue to negatively impact, the Company’s business, liquidity, financial condition and results of operations.

  1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less at the time of purchase to be cash equivalents.

Accounts Receivable

Accounts receivable are stated at historical carrying value, net of write-offs and allowances. The Company establishes allowances based upon historical experience, current conditions, and reasonable forecasts. Uncollectible accounts receivable are written off when a settlement is reached or when the Company has determined the balance will not be collected.

Inventories

Inventories are stated at the lower of cost (using the first-in, first-out (FIFO) method) or net realizable value. Cost includes material, labor, and overhead.

Fixed Assets

Fixed assets which are owned are stated at cost less accumulated depreciation and are depreciated on a straight-line basis over the estimated useful lives of the properties and equipment. Leasehold improvements and leased equipment are amortized over the shorter of the lives of the leases or the underlying assets. Maintenance and repair costs that do not improve service potential or extend economic life are expensed as incurred.

Leases

The Company leases certain manufacturing and distribution facilities, administrative office space, semi-tractors, trailers, forklifts, and other equipment through operating leases with unrelated third parties. At contract inception, the Company determines whether a contract is or contains a lease and whether the lease should be classified as an operating or finance lease. The Company recognizes operating lease right-of-use assets and operating lease liabilities based on the present value of the future minimum lease payments over the lease term at the commencement date. The Company uses its incremental borrowing rate based on information available at lease inception in determining the present value of the lease payments. The Company applies a portfolio approach for determining the incremental borrowing rate based on applicable lease terms and the current economic environment. Many of the Company's leases include renewal options, which are included in the lease term when it is reasonably certain the option will be exercised. Leases with an initial term of 12 months or less are recognized in lease expense on a straight-line basis over the lease term and not recorded on the Consolidated Balance Sheets.

Certain of the Company's lease arrangements contain lease components (such as minimum rent payments) and non-lease components (such as common-area or other maintenance costs and taxes). The Company generally accounts for each component separately based on the estimated standalone price of each component. Some of the Company's lease arrangements include rental payments that are adjusted periodically for an index rate. These leases are initially measured using the projected payments in effect at the inception of the lease. Certain of the Company's leased semi-tractors, trailers, and forklifts include variable costs for usage or mileage. Such variable costs are expensed as incurred and included in variable lease costs.

Finance leases and lease arrangements under which the Company is the lessor are not material to the Company's consolidated financial statements. The Company's lease agreements typically do not contain any significant residual value guarantees or restrictive covenants.

Warranty

The Company provides warranty terms based upon the type of product sold. The Company estimates the warranty accrual based upon various factors, including historical warranty costs, warranty claim lag, and sales. The accounting for warranty accruals requires the Company to make assumptions and judgments, and to the extent actual results differ from original estimates, adjustments to recorded accruals may be required. See Note 7 - Accrued Expenses and Other Current Liabilities for further detail.

Income Taxes

Deferred tax assets and liabilities are determined based on the temporary differences between the financial reporting and tax basis of assets and liabilities, applying enacted statutory tax rates in effect for the year in which the differences are expected to reverse. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all the deferred tax assets will not be realized.

The Company accounts for uncertainty in tax positions by recognizing in its financial statements the impact of a tax position only if that position is more likely than not of being sustained on audit, based on the technical merits of the position. Further, the Company assesses the tax benefits of the tax positions in its financial statements based on experience with similar tax positions, information obtained during the examination process and the advice of experts. The Company recognizes previously unrecognized tax benefits upon the earlier of the expiration of the period to assess tax in the applicable taxing jurisdiction or when the matter is constructively settled and upon changes in statutes or regulations and new case law or rulings. The Company classifies interest and penalties related to income taxes as a component of income tax expense in its Consolidated Statements of Income.

Goodwill

Goodwill represents the excess of the total consideration given in an acquisition of a business over the fair value of the net tangible and identifiable intangible assets acquired. Goodwill is not amortized, but instead is tested at the reporting unit level for impairment annually in November, or more frequently if certain circumstances indicate a possible impairment may exist. In 2023 and 2022, the Company assessed qualitative factors of its reporting units to determine whether it was more likely than not the fair value of the reporting unit was less than its carrying amount, including goodwill. The qualitative impairment test consists of an assessment of qualitative factors, including general economic and industry conditions, market share, and input costs.

Other Intangible Assets

Intangible assets with estimable useful lives are amortized over their respective estimated useful lives to their estimated residual values and reviewed for impairment. Intangible assets are amortized using either an accelerated or straight-line method, whichever best reflects the pattern in which the estimated future economic benefits of the asset will be consumed. The useful lives of intangible assets are determined after considering the expected cash flows and other specific facts and circumstances related to each intangible asset. Intangible assets with indefinite lives are not amortized, but instead are tested for impairment annually in November, or more frequently if certain circumstances indicate a possible impairment may exist.

Impairment of Long-Lived Assets

Long-lived assets, other than goodwill, are tested for impairment when changes in circumstances indicate their carrying value may not be recoverable. A determination of impairment, if any, is made based on the undiscounted value of estimated future cash flows, salvage value or expected net sales proceeds, depending on the circumstances. Impairment is measured as the excess of the carrying value over the estimated fair value of such assets.

Foreign Currency Translation

The financial statements of the Company's international subsidiaries generally are measured using the local currency as the functional currency. The translation from the applicable foreign currency to U.S. Dollars is performed for balance sheet accounts using exchange rates in effect at the balance sheet date and for revenue and expense accounts using the weighted average exchange rate for the period. The resulting translation adjustments are recorded in accumulated other comprehensive income as a component of stockholders' equity. The Company reflects net foreign exchange transaction gains and losses resulting from the conversion of the transaction currency to functional currency as a component of foreign currency exchange gains or losses in selling, general and administrative expenses in the Consolidated Statements of Income.

Stock-Based Compensation

All stock-based compensation awards are expensed over their vesting period, based on fair value. For awards having a service-only vesting condition, the Company recognizes stock-based compensation expense on a straight-line basis over the requisite service periods. For awards with a performance vesting condition, which are subject to certain pre-established performance targets, the Company recognizes stock-based compensation expense on a graded-vesting basis to the extent it is probable the performance targets will be met. The fair values of deferred stock units, restricted stock units, restricted stock, and stock awards are based on the market price of the Company's common stock, all on the date the stock-based awards are granted.

Revenue Recognition

The Company recognizes revenue when performance obligations under the terms of contracts with customers are satisfied, which occurs with the transfer of control of the Company’s products. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring its products to its customers. Sales, value added, and other taxes collected concurrent with revenue-producing activities are excluded from revenue.

For product sales, the Company transfers control and recognizes revenue when it ships the product from its facility to its customer. The amount of consideration the Company receives, and the revenue recognized varies with sales discounts, volume rebate programs, and indexed material pricing. When the Company offers customers retrospective volume rebates, it estimates the expected rebates based on an analysis of historical experience. The Company adjusts its estimate of revenue related to volume rebates at the earlier of when the most likely amount of consideration expected to be received changes or when the consideration becomes fixed. Volume rebates are generally settled on a quarterly basis. When the Company offers customers prompt pay sales discounts or agrees to variable pricing based on material indices, it estimates the expected discounts or pricing adjustments based on an analysis of historical experience. The Company adjusts its estimate of revenue related to sales discounts and indexed material pricing to the expected value of the consideration to which the Company will be entitled. The Company includes the variable consideration in the transaction price to the extent that it is probable that a significant reversal of cumulative revenue will not occur when the volume, discount or indexed material price uncertainties are resolved.

See Note 14 - Segment Reporting for the Company's disclosures of disaggregated revenue.

Shipping and Handling Costs

The Company recognizes shipping and handling costs as fulfillment costs when control over products has transferred to the customer, and records the expense within selling, general and administrative expenses. Such costs aggregated to $214.9 million, $230.4 million, and $203.8 million in the years ended December 31, 2023, 2022, and 2021, respectively.

Legal Costs

The Company expenses all legal costs associated with litigation as incurred. Legal expenses are included in selling, general and administrative expenses in the Consolidated Statements of Income.

Fair Value Measurements

Fair value is determined using a hierarchy that has three levels based on the reliability of the inputs used to determine fair value. Level 1 refers to fair values determined based on quoted prices in active markets for identical assets. Level 2 refers to fair values estimated using significant other observable inputs, and Level 3 includes fair values estimated using significant unobservable inputs.

Recent Accounting Pronouncements

Recently issued accounting pronouncements not yet adopted

In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 820): Improvements to Reportable Segment Disclosures, which requires entities to report incremental information about significant segment expenses included in a segment's profit or loss measure as well as the name and title of the chief operating decision maker. The new standard also requires interim disclosures related to reportable segment profit or loss and assets that had previously only been disclosed annually. This ASU is effective for fiscal years beginning after December 15, 2024, and interim periods within fiscal years beginning after December 15, 2024. The Company is evaluating the effect of adopting this new accounting guidance.

In December 2023, the FASB issued ASU 2023-09, Income Taxes - Improvements to Income Tax Disclosures requiring enhancements and further transparency to certain income tax disclosures, most notably the tax rate reconciliation and income taxes paid. The new standard also eliminates certain existing disclosure requirements related to uncertain tax positions and unrecognized deferred tax liabilities. This ASU is effective for fiscal years beginning after December 15, 2024 on a prospective basis and retrospective application is permitted. The Company is evaluating the effect of adopting this new accounting guidance.

  1. EARNINGS PER SHARE

The following reconciliation details the denominator used in the computation of basic and diluted earnings per share for the years ended December 31:

(In thousands)202320222021
Weighted average shares outstanding for basic earnings per share25,30525,37225,257
Common stock equivalents pertaining to stock-based awards131142170
Weighted average shares outstanding for diluted earnings per share25,43625,51425,427
Equity instruments excluded from diluted net earnings per share calculation as the effect would have been anti-dilutive165102119

For the Company's 1.125 percent convertible senior notes due 2026 (the "Convertible Notes") issued in May 2021, the dilutive effect is calculated using the if-converted method. The Company is required, pursuant to the indenture governing the Convertible Notes, dated May 13, 2021, by and between the Company and U.S. Bank National Association, as trustee (the "Indenture"), to settle the principal amount of the Convertible Notes in cash and may elect to settle the remaining conversion obligation (i.e., the stock price in excess of the conversion price) in cash, shares of the Company's common stock, or a combination thereof. Under the if-converted method, the Company includes the number of shares required to satisfy the conversion obligation, assuming all the Convertible Notes are converted. Because the average closing price of the Company's common stock for the year ended December 31, 2023, which is used as the basis for determining the dilutive effect on earnings per share, was less than the conversion price of $165.65, all associated shares were antidilutive.

In conjunction with the issuance of the Convertible Notes, the Company, in privately negotiated transactions with certain commercial banks (the "Counterparties"), sold warrants to purchase 2.8 million shares of the Company's common stock (the "Warrants"). The Warrants have a strike price of $259.84 per share, subject to customary anti-dilution adjustments. For calculating the dilutive effect of the Warrants, the Company uses the treasury stock method. With this method, the Company assumes exercise of the Warrants at the beginning of the period, or at time of issuance if later, and issuance of shares of common stock upon exercise. Proceeds from the exercise of the Warrants are assumed to be used to repurchase shares of the Company's common stock at the average market price during the period. The incremental shares, representing the number of shares assumed to be received upon the exercise of the Warrants less the number of shares repurchased, are included in diluted shares. For the year ended December 31, 2023, the average share price was below the Warrant strike price of $259.84 per share, and therefore 2.8 million shares were considered antidilutive.

In connection with the issuance of the Convertible Notes, the Company entered into privately negotiated call option contracts on the Company's common stock (the "Convertible Note Hedge Transactions") with the Counterparties. The Company paid an aggregate amount of $100.1 million to the Counterparties pursuant to the Convertible Note Hedge Transactions. The Convertible Note Hedge Transactions cover, subject to anti-dilution adjustments substantially similar to those in the Convertible Notes, approximately 2.8 million shares of the Company's common stock, the same number of shares initially underlying the Convertible Notes, at a strike price of approximately $165.65, subject to customary anti-dilution adjustments. The Convertible Note Hedge Transactions will expire upon the maturity of the Convertible Notes, subject to earlier exercise or termination. Exercise of the Convertible Note Hedge Transactions would reduce the number of shares of the Company's common stock outstanding, and therefore would be antidilutive.

  1. ACQUISITIONS, GOODWILL AND OTHER INTANGIBLE ASSETS

Acquisitions in 2023

During the year ended December 31, 2023, the Company completed two acquisitions for an aggregate $25.8 million of cash purchase consideration, plus holdback payments of $0.2 million to be paid in 2025. The preliminary purchase price allocations resulted in $16.8 million of goodwill (tax deductible). As these acquisitions are not considered to have a material impact on the Company's financial statements, pro forma results of operations and other disclosures are not presented.

Acquisitions in 2022

Way

In November 2022, the Company acquired substantially all of the business assets of Way Interglobal Network LLC ("Way"), a distributor of innovative appliances and electronics to OEMs in the RV industry. The Company paid $52.8 million in cash consideration at closing, subject to adjustment as a result of net working capital true-up procedures, and with deferred consideration of $2.0 million originally due on the first anniversary of the acquisition in November 2023. The Company completed a reconciliation of net working capital with the seller, which resulted in a reduction of the purchase price by $15.4 million. This purchase price reduction resulted in the cancellation of the holdback payment and recognition of a receivable from the seller. Following these adjustments, the Company determined that the total fair value of the consideration given was $39.3 million.

The results of the acquired business have been included in the Consolidated Statements of Income since the acquisition date, primarily in the Company's OEM Segment. As the operations of this acquisition are not considered to have a material impact on the Company's financial statements, pro forma results of operations and other disclosures are not presented.

During the year ended December 31, 2023, the Company adjusted and finalized the preliminary purchase price allocation reported at December 31, 2022 to account for updates to net working capital and the fair value of intangible assets. These measurement period adjustments would not have resulted in a material impact on the prior period results if the adjustments had been recognized as of the acquisition date. The acquisition of this business was preliminarily recorded as of the acquisition date, and subsequently adjusted and finalized, as follows(in thousands):

Preliminary at December 31, 2022Measurement Period AdjustmentsAs Adjusted at December 31, 2023
Cash consideration$52,761$—$52,761
Net working capital receivable—(13,446)(13,446)
Fixed deferred consideration2,000(2,000)—
Total fair value of consideration given$54,761$(15,446)$39,315
Identifiable intangible assets$13,000$2,200$15,200
Other assets acquired and liabilities assumed, net36,783(21,851)14,932
Total fair value of net assets acquired$49,783$(19,651)$30,132
Goodwill (tax deductible)$4,978$4,205$9,183

The consideration given was greater than the fair value of the net assets acquired, resulting in goodwill.

Girard

In March 2022, the Company acquired substantially all of the business assets of Girard Systems and Girard Products LLC (collectively "Girard"), a manufacturer and distributor of proprietary awnings and tankless water heaters for OEMs and aftermarket customers in the RV, specialty vehicle, and related industries. The total fair value of consideration was approximately $70.7 million. The Company paid $50.0 million in cash consideration at closing, with fixed deferred consideration of $20.0 million paid in July 2022 and $0.7 million paid to true up net working capital in September 2022. The results of the acquired business have been included in the Consolidated Statements of Income since the acquisition date, in both the Company's OEM and Aftermarket Segments.

Other Acquisitions in 2022

During the twelve months ended December 31, 2022, the Company completed two other acquisitions for $5.0 million of cash purchase consideration. The preliminary purchase price allocations resulted in $0.8 million of goodwill (tax deductible).

Acquisitions in 2021

Exertis

In October 2021, the Company acquired certain business assets of Stampede Presentation Products, Inc. d/b/a Exertis ("Exertis"), a global distribution company, in exchange for $39.7 million. The acquisition qualifies as a business combination for accounting purposes and supports the acquisition of Furrion Holdings Limited ("Furrion") by allowing the Company to provide logistics and warehousing to serve Furrion's North American customer base. The results of the acquired business have been included in the Consolidated Statements of Income since the acquisition date, primarily in the Company's OEM Segment.

Furrion

In September 2021, the Company acquired 100 percent of the share capital of Furrion, a leading distributor of a large range of appliances and other products to OEMs and aftermarket customers in the RV, specialty vehicle, utility trailer, horse trailer, marine, transit bus, and school bus industries. The total fair value of consideration, net of cash acquired, was approximately $146.7 million. The Company paid $50.5 million in cash consideration at closing, net of cash acquired, with fixed payments of $31.3 million paid on each of the first and second anniversaries of the acquisition in September 2022 and September 2023. The results of the acquired business have been included in the Consolidated Statements of Income since the acquisition date, in both the Company's OEM and Aftermarket Segments. The Company incurred costs during the year ended December 31, 2021 related specifically to this acquisition of $2.3 million, which are included in selling, general and administrative expenses in the Consolidated Statements of Income.

Schaudt

In April 2021, the Company acquired 100 percent of the equity interests of Schaudt GmbH Elektrotechnik & Apparatebau ("Schaudt"), a leading supplier of electronic controls and energy management systems for the European caravan industry located in Markdorf, Germany. The purchase price was approximately $29.4 million. The results of the acquired business have been included in the Consolidated Statements of Income since the acquisition date, primarily in the Company's OEM Segment.

Ranch Hand

In April 2021, the Company acquired 100 percent of the equity interests of Kaspar Ranch Hand Equipment, LLC ("Ranch Hand"), a manufacturer of custom bumpers, grill guards, and steps for the automotive aftermarket headquartered in Shiner, Texas. The purchase price was approximately $56.9 million, plus contingent consideration up to $3.0 million. The results of the acquired business have been included in the Consolidated Statements of Income since the acquisition date, primarily in the Company's Aftermarket Segment.

Other Acquisitions in 2021

During the year ended December 31, 2021, the Company completed two other acquisitions totaling $17.8 million of cash purchase consideration, plus holdback payments of $2.1 million to be paid over thetwo years following the closings of the respective acquisitions and contingent consideration of up to $2.0 million. Holdback payments of $0.5 million, $1.0 million, and $0.6 million were paid during the years ended December 31, 2023, 2022, and 2021, respectively, related to these acquisitions. The purchase price allocations resulted in $8.6 million of goodwill (tax deductible) and $7.8 million of acquired identifiable intangible assets.

Goodwill

Changes in the carrying amount of goodwill by reportable segment were as follows:

(In thousands)OEM SegmentAftermarket SegmentTotal
Net balance – December 31, 2021$379,463$163,717$543,180
Acquisitions16,3022,20218,504
Measurement period adjustments10,9172,37013,287
Foreign currency translation(6,946)(962)(7,908)
Net balance – December 31, 2022399,736167,327567,063
Acquisitions and divestitures14,025—14,025
Measurement period adjustments5,7081605,868
Foreign currency translation2,2323622,594
Net balance – December 31, 2023$421,701$167,849$589,550

The Company performed its annual goodwill impairment procedures for all of its reporting units as of November 30, 2023, 2022, and 2021, and concluded no goodwill impairment existed at any of those times. The Company plans to update its assessment as of November 30, 2024, or sooner if events occur or circumstances change that could more likely than not reduce the fair value of a reporting unit below its carrying value. The goodwill balance as of each of December 31, 2023, 2022, and 2021 included $50.5 million of accumulated impairment, which occurred prior to December 31, 2021.

Other Intangible Assets

Other intangible assets, by segment, at December 31 were as follows:

(In thousands)20232022
OEM Segment$276,622$314,828
Aftermarket Segment172,137188,492
Other intangible assets$448,759$503,320

Other intangible assets consisted of the following at December 31, 2023:

(In thousands) · GrossCost · AccumulatedAmortization · NetBalance · Estimated UsefulLife in Years
Customer relationships$509,505$189,967$319,5386to20
Patents114,86467,60247,2623to20
Trade names (finite life)99,36626,97872,3883to20
Trade names (indefinite life)7,600—7,600Indefinite
Non-compete agreements10,1048,4531,6513to6
Other6092893202to12
Other intangible assets$742,048$293,289$448,759

The Company performed its annual impairment test for indefinite lived intangible assets as of November 30, 2023, 2022, and 2021, and concluded no impairment existed at any of those times.

Other intangible assets consisted of the following at December 31, 2022:

(In thousands) · GrossCost · AccumulatedAmortization · NetBalance · Estimated UsefulLife in Years
Customer relationships$520,273$163,562$356,7116to20
Patents121,16762,84158,3263to20
Trade names (finite life)97,81021,38076,4303to20
Trade names (indefinite life)7,600—7,600Indefinite
Non-compete agreements11,5847,6983,8863to6
Other6092423672to12
Other intangible assets$759,043$255,723$503,320

Amortization expense related to other intangible assets was as follows for the years ended December 31:

(In thousands)202320222021
Cost of sales$9,910$10,155$5,783
Selling, general and administrative expense47,16546,21841,782
Amortization expense$57,075$56,373$47,565

Estimated amortization expense for other intangible assets for the next five years is as follows:

(In thousands)20242025202620272028
Cost of sales$8,872$7,908$6,679$5,945$5,901
Selling, general and administrative expense45,37142,05040,14539,08535,929
Amortization expense$54,243$49,958$46,824$45,030$41,830
  1. INVENTORIES

Inventories consisted of the following at December 31:

(In thousands)20232022
Raw materials$457,877$600,601
Work in process45,11244,850
Finished goods265,418384,254
Inventories, net$768,407$1,029,705

At December 31, 2023 and 2022, the Company has recorded inventory obsolescence reserves of $71.3 million and $55.9 million, respectively.

  1. FIXED ASSETS

Fixed assets consisted of the following at December 31:

Estimated
Useful Life
(In thousands)20232022in Years
Land$20,669$20,627
Buildings and improvements244,742222,59810 to 40
Leasehold improvements33,19332,5733 to 20
Machinery and equipment542,395481,8173 to 15
Furniture and fixtures100,368103,4303 to 15
Construction in progress42,18184,210
Fixed assets, at cost983,548945,255
Less accumulated depreciation and amortization(517,767)(463,070)
Fixed assets, net$465,781$482,185

Depreciation and amortization of fixed assets was as follows for the years ended December 31:

(In thousands)202320222021
Cost of sales$57,134$56,039$48,962
Selling, general and administrative expenses17,55916,80015,793
Total$74,693$72,839$64,755
  1. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consisted of the following at December 31:

(In thousands)20232022
Employee compensation and benefits$58,999$77,804
Deferred acquisition payments and contingent consideration*24934,013
Current portion of accrued warranty48,46835,148
Other66,72172,273
Accrued expenses and other current liabilities$174,437$219,238
  • Includes current portion of contingent consideration (Note 12) and deferred consideration and holdback payments related to acquisitions (Note 4).

Estimated costs related to product warranties are accrued at the time products are sold. In estimating its future warranty obligations, the Company considers various factors, including the Company's historical warranty costs, warranty claim lag, and sales. The following table provides a reconciliation of the activity related to the Company's accrued warranty, including both the current and long-term portions, for the years ended December 31:

(In thousands)202320222021
Balance at beginning of period$54,528$52,114$47,091
Provision for warranty expense84,33146,36328,223
Warranty liability from acquired businesses789—7,890
Warranty costs paid(68,070)(43,949)(31,090)
Balance at end of period71,57854,52852,114
Less long-term portion(23,110)(19,380)(18,240)
Current portion of accrued warranty at end of period$48,468$35,148$33,874
  1. RETIREMENT AND OTHER BENEFIT PLANS

Defined Contribution Plan

The Company maintains a discretionary defined contribution 401(k) profit sharing plan covering all eligible employees. The Company contributed $12.1 million, $12.9 million, and $11.6 million to this plan during the years ended December 31, 2023, 2022, and 2021, respectively.

Deferred Compensation Plan

The Company has an Executive Non-Qualified Deferred Compensation Plan (the "Plan"). Pursuant to the Plan, certain management employees are eligible to defer all or a portion of their regular salary and incentive compensation. Participants deferred $2.6 million, $5.4 million, and $3.1 million during the years ended December 31, 2023, 2022, and 2021, respectively. The amounts deferred under this Plan are credited with earnings or losses based upon changes in values of the notional investments elected by the Plan participants. Each Plan participant is fully vested in their deferred compensation and earnings credited to his or her account as all contributions to the Plan are made by the participant. The Company is responsible for certain costs of Plan administration, which are not significant, and will not make any contributions to the Plan. Pursuant to the Plan, payments to the Plan participants are made from the general unrestricted assets of the Company, and the Company's obligations pursuant to the Plan are unfunded and unsecured. Participants withdrew $5.0 million, $2.4 million, and $2.0 million from the Plan during the years ended December 31, 2023, 2022, and 2021, respectively. At December 31, 2023 and 2022, deferred compensation of $40.5 million and $34.0 million, respectively, was recorded in other long-term liabilities, and deferred compensation of $2.5 million and $4.6 million, respectively, was recorded in accrued expenses and other current liabilities. The Company invests the majority of amounts deferred by the Plan participants in life insurance contracts, matching the investments elected by the Plan participants. Deferred compensation assets and liabilities are recorded at contract value. At December 31, 2023 and 2022, investments under the plan of $41.8 million and $37.6 million, respectively, were recorded in other long-term assets.

Dutch Pension Plans

The acquisition of Polyplastic in January 2020 included the assumption of two partially-funded defined benefit pension plans (the "Dutch pension plans") based in the Netherlands. The Dutch pension plans, which are qualified defined benefit pension plans, provided benefits based on years of service and average pay. The benefits earned by the employees were immediately vested. The Company funded the future obligations of the Dutch pension plans by purchasing non-participating annuities from a large multi-national insurance company that cover the vested pension benefit obligation of the participant, but do not cover future indexations or cost of living adjustments that were provided in plan benefits. Each year the Company made premium payments to the insurance company (1) to provide for the benefit obligation of the current year of service based on each employee's age, gender, and current salary, and (2) for indexations for both active and post-active participants. The Company determines the fair value of the plan assets with the assistance of an actuary using unobservable inputs (Level 3), which is determined as the present value of the accrued benefits guaranteed by the insurer.

During 2022, there was a curtailment of the Dutch pension plans for the Company's Dutch employees whose pension benefit was based on years of service and average pay. These employees have been moved into defined contribution plans. This event resulted in curtailment gain amortization of $2.0 million for the year ended December 31, 2022. However, the unconditional indexation for all participants remains applicable and the Company remains liable for funding. The Company is not obligated to provide future pension funding for service after December 31, 2022.

The following table summarizes the change in the projected benefit obligation and the fair value of plan assets for the Dutch pension plans for the years ended December 31:

(In thousands)20232022
Projected Benefit Obligation
Projected benefit obligation at beginning of period$12,186$85,593
Interest cost4551,403
Net service cost—2,836
Curtailment—(2,030)
Employee contributions—666
Benefits paid(64)(975)
Actuarial loss (gain), net27(69,445)
Unrealized loss (gain) on foreign exchange448(5,862)
Projected benefit obligation at end of period13,05212,186
Fair Value of Plan Assets
Fair value of plan assets at beginning of period$7,386$52,296
Increase in plan asset value292910
Employer contributions—1,626
Employee contributions—666
Benefits and administrative expenses paid(64)(1,349)
Actuarial gain (loss), net649(43,180)
Unrealized gain (loss) on foreign exchange286(3,583)
Fair value of plan assets at end of period8,5497,386
Underfunded status of the plans at end of the period$4,503$4,800
Accumulated benefit obligation$13,052$12,186

The following actuarial assumptions were used to determine the actuarial present value of the projected benefit obligation and the net periodic pension costs for the Dutch pension plans at December 31:

20232022
Discount rate3.37%3.75%
Expected return on plan assets3.37%3.75%
Wage inflation—%2.00%

The wage inflation assumption used to determine the projected benefit obligation was not applicable in 2023 following the curtailment of the plans in 2022. Additionally, the Company assumed expected indexation that conforms to Dutch pension law, as agreed upon in the Dutch pension plans.

Amounts recognized for the Dutch pension plans in the Consolidated Balance Sheets consisted of the following at December 31:

(In thousands)20232022
Deferred taxes$1,162$1,200
Other long-term liabilities4,5034,800
Accumulated other comprehensive income29,06128,125

The components of net periodic pension cost for the Dutch pension plans included the following for the years ended December 31:

(In thousands)202320222021
Net service cost$—$2,836$4,352
Interest cost4551,403652
Expected return on plan assets(292)(910)(424)
Amortization of actuarial gain(696)(262)—
Amortization of curtailment—(2,030)—
Administrative charges—374280
Net periodic pension (income) cost$(533)$1,411$4,860

Plan assets at December 31, 2023 consisted of insurance contracts. Under Dutch pension law, the pension insurer is legally required to pay the funded benefits to the participants. The insurer cannot unilaterally return the obligation to the employer and the employer has no risks related to the assets. As the surrender value of the contract is less than the guarantee value provided by the insurer, the guarantee value is used as the fair value of the plan assets. This value is the net present value of the accrued benefits against the same assumptions as applied in the valuation of the liability. As such, the expected return is equal to the discount rate.

Expected benefit payments to eligible participants under the Dutch pension plans for the next ten years are as follows(in thousands):

2024$74
202590
2026113
2027147
2028155
2029 - 20331,297
  1. LONG-TERM INDEBTEDNESS

Long-term debt consisted of the following at December 31:

(In thousands)20232022
Convertible Notes$460,000$460,000
Term Loan315,000375,000
Revolving Credit Loan75,909289,067
Other3,1383,959
Unamortized deferred financing fees(6,624)(9,052)
847,4231,118,974
Less current portion(589)(23,086)
Long-term indebtedness$846,834$1,095,888

Credit Agreement

The Company and certain of its subsidiaries are party to a credit agreement dated December 14, 2018 with JPMorgan Chase, N.A., as a lender and administrative agent, and other bank lenders (as amended, the "Credit Agreement"). The Credit Agreement provides for a $600.0 million revolving credit facility (of which $50.0 million is available for the issuance of letters of credit (the "LC Facility") and up to $400.0 million is available in approved foreign currencies). The Credit Agreement also provides for term loans (the "Term Loan") to the Company in an aggregate principal amount of $400.0 million. The maturity date of the Credit Agreement is December 7, 2026. The Term Loan is required to be repaid in an amount equal to 1.25 percent of the original principal amount of the Term Loan for the first eight quarterly periods commencing with the quarter ended December 31, 2021,1.875 percent of the original principal amount of the Term Loan for the next eight quarterly periods, and then 2.50 percent of the original principal amount of the Term Loan of each additional payment until the maturity date. The Company prepaid $37.5 million of principal on the Term Loan during 2023. These prepayments were applied to pay in full the scheduled principal amortization payments due through March 31, 2025. The Credit Agreement also permits the Company to request an increase to the revolving and/or term loan facility by up to an additional $400.0 million in the aggregate upon the approval of the lenders providing any such increase and the satisfaction of certain other conditions.

Borrowings under the Credit Agreement in U.S. dollars are designated from time to time by the Company as (i) base rate loans which bear interest at a base rate plus additional interest ranging from 0.0 percent to 0.875 percent (0.875 percent was applicable at December 31, 2023) depending on the Company’s total net leverage ratio or (ii) term benchmark loans which bear interest at term Secured Overnight Financing Rate ("SOFR") plus a credit spread adjustment of 0.1 percent for an interest period selected by the Company plus additional interest ranging from 0.875 percent to 1.875 percent (1.875 percent was applicable at December 31, 2023) depending on the Company’s total net leverage ratio. Foreign currency borrowings have the same additional interest margins applicable to term benchmark loans based on the Company's total net leverage ratio. At December 31, 2023 and 2022, the Company had $4.7 million and $4.4 million, respectively, in issued, but undrawn, standby letters of credit under the LC Facility. Availability under the Company’s revolving credit facility, giving effect to certain limitations related to compliance with the maximum net leverage ratio covenant, was $245.3 million at December 31, 2023. A commitment fee ranging from 0.150 percent to 0.275 percent (0.275 percent was applicable at December 31, 2023) depending on the Company's total net leverage ratio accrues on the actual daily amount that the revolving commitment exceeds the revolving credit exposure.

Shelf-Loan Facility

The Company and certain of its subsidiaries had a $150.0 million shelf-loan facility (the "Shelf-Loan Facility") with PGIM, Inc. (formerly Prudential Investment Management, Inc.) and its affiliates ("Prudential"). On March 29, 2019, the Company issued $50.0 million of Series B Senior Notes (the "Series B Notes") to certain affiliates of Prudential for a term ofthree years, at a fixed interest rate of 3.80 percent per annum, payable quarterly in arrears. The Series B Notes were paid in full in March 2022, and the Shelf-Loan Facility expired on November 11, 2022.

Convertible Notes

On May 13, 2021, the Company issued $460.0 million in aggregate principal amount of 1.125 percent Convertible Notes due 2026 in a private placement to certain qualified institutional buyers, resulting in net proceeds to the Company of approximately $447.8 million after deducting the initial purchasers' discounts and offering expenses payable by the Company. The Convertible Notes bear interest at a coupon rate of 1.125 percent per annum, payable semiannually in arrears on May 15 and November 15 of each year, beginning on November 15, 2021. The Convertible Notes will mature on May 15, 2026, unless earlier converted, redeemed, or repurchased, in accordance with their terms.

As of December 31, 2023, the conversion rate of the Convertible Notes was 6.1785 shares of the Company's common stock per $1,000 principal amount of the Convertible Notes. The conversion rate of the Convertible Notes is subject to further adjustment upon the occurrence of certain specified events. In addition, upon the occurrence of a make-whole fundamental change (as defined in the Indenture) or upon a notice of redemption, the Company will, in certain circumstances, increase the conversion rate for a holder that elects to convert its Convertible Notes in connection with such make-whole fundamental change or notice of redemption, as the case may be.

Prior to the close of business on the business day immediately preceding January 15, 2026, the Convertible Notes are convertible at the option of the holders only under certain circumstances as set forth in the Indenture. On or after January 15, 2026, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their Convertible Notes at any time. Upon conversion, the Company will pay cash up to the aggregate principal amount of the Convertible Notes to be converted and pay or deliver, as the case may be, cash, shares of the Company's common stock, or a combination of cash and shares of the Company's common stock, at the Company's election, in respect of the remainder, if any, of the Company's conversion obligation in excess of the aggregate principal amount of the Convertible Notes being converted.

The Company may not redeem the Convertible Notes prior to May 20, 2024. On or after May 20, 2024, the Company may redeem for cash all or any portion of the Convertible Notes, at the Company's option, if the last reported sale price of the

Company's common stock has been at least 130 percent of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100 percent of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. Upon the occurrence of a fundamental change (as defined in the Indenture), subject to certain conditions, holders of the Convertible Notes may require the Company to repurchase for cash all or any portion of their Convertible Notes in principal amounts of $1,000 or an integral multiple thereof at a repurchase price equal to 100 percent of the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest on such Convertible Notes to, but not including, the fundamental change repurchase date (as defined in the Indenture).

The Convertible Notes are senior unsecured obligations and rank senior in right of payment to all of the Company's indebtedness that is expressly subordinated in right of payment to the Convertible Notes, equal in right of payment with all the Company's liabilities that are not so subordinated, effectively junior to any of the Company's secured indebtedness to the extent of the value of the assets securing such indebtedness, and structurally junior to all indebtedness and other liabilities (including trade payables) of our subsidiaries. The Indenture contains customary terms and covenants, including that upon certain events of default occurring and continuing, either the named trustee or the holders of at least 25 percent of the aggregate principal amount of the outstanding Convertible Notes may declare 100 percent of the principal of, and accrued and unpaid interest, if any, on all the outstanding Convertible Notes to be due and payable.

The Convertible Notes are not registered securities nor listed on any securities exchange but may be actively traded by qualified institutional buyers. The fair value of the Convertible Notes of $451.4 million at December 31, 2023 was estimated using Level 1 inputs, as it is based on quoted prices for these instruments in active markets.

General

At December 31, 2023, the fair value of the Company's long-term debt under the Credit Agreement approximates the carrying value, as estimated using quoted market prices and discounted future cash flows based on similar borrowing arrangements.

Pursuant to the Credit Agreement, the Company shall not permit its net leverage ratio to exceed certain limits, shall maintain a minimum debt service coverage ratio, and must meet certain other financial requirements. During 2023, the Company entered into two amendments to the Credit Agreement that provided for adjustments to certain of the financial covenants for the second, third, and fourth fiscal quarters of 2023. At each of December 31, 2023 and 2022, the Company was in compliance with all financial covenants.

The Credit Agreement includes a maximum net leverage ratio covenant which limits the amount of consolidated outstanding indebtedness that the Company may incur on a trailing twelve-month EBITDA. This limitation reduced the Company's remaining availability under its revolving credit facility at December 31, 2023. The Company believes the availability of $245.3 million under the revolving credit facility under the Credit Agreement, along with its cash flows from operations, are adequate to finance the Company's anticipated cash requirements for the next twelve months.

  1. INCOME TAXES

The components of earnings before income taxes consisted of the following for the years ended December 31:

(In thousands)202320222021
United States$92,679$550,030$378,460
Foreign(9,675)(24,575)3,584
Total earnings before income taxes$83,004$525,455$382,044

The provision for income taxes in the Consolidated Statements of Income was as follows for the years ended December 31:

(In thousands)202320222021
Current:
Federal$15,454$114,744$78,604
State and local1,75222,99817,044
Foreign(464)2,0161,936
Total current provision16,742139,75897,584
Deferred:
Federal5,824(3,786)2,192
State and local824(285)(517)
Foreign(4,581)(5,206)(4,954)
Total deferred provision (benefit)2,067(9,277)(3,279)
Provision for income taxes$18,809$130,481$94,305

The Company had cash and cash equivalents of approximately $66.2 million and $47.5 million at December 31, 2023 and 2022, respectively, of which approximately 19 percent and 49 percent was held by subsidiaries in foreign countries. The Company examined the potential liabilities related to investments in foreign subsidiaries and concluded that there are no material deferred tax liabilities that should be recorded.

The provision for income taxes differs from the amount computed by applying the federal statutory rate of 21 percent for 2023, 2022, and 2021 to income before income taxes for the following reasons for the years ended December 31:

(In thousands)202320222021
Income tax at federal statutory rate$17,431$110,345$80,229
State income tax, net of federal income tax impact2,03517,94413,056
Section 162(m) permanent addback1,8963,7846,153
Federal tax credits(1,219)(1,638)(1,230)
Share-based payment compensation excess tax benefit(242)(509)(1,191)
Other(1,092)555(2,712)
Provision for income taxes$18,809$130,481$94,305

At December 31, 2023, the Company had domestic federal income taxes receivable of $7.7 million, domestic state income taxes receivable of $5.8 million, and foreign taxes receivable of $3.2 million recorded. At December 31, 2022, the Company had domestic federal income taxes payable of $16.6 million, domestic state income taxes payable of $5.4 million, and foreign taxes receivable of $1.2 million recorded.

Deferred Income Tax Assets and Liabilities and Valuation Allowances

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities were as follows at December 31:

(In thousands)20232022
Deferred tax assets:
Stock-based compensation$1,840$2,268
Pension1,1331,271
Deferred compensation10,22315,091
Warranty13,93611,517
Convertible debt bond hedge12,28917,237
Inventory20,81120,758
Research and experimental costs6,8454,986
Other7,0436,630
Lease obligation asset62,46063,146
Net operating loss, interest, and tax credit carryforwards13,23112,924
Total deferred tax assets before valuation allowance149,811155,828
Less valuation allowance(7,300)(8,750)
Total deferred tax assets net of valuation allowance142,511147,078
Deferred tax liabilities:
Lease obligation liability(59,212)(60,487)
Fixed assets(45,995)(45,634)
Intangible assets(66,398)(67,640)
Total deferred tax liabilities(171,605)(173,761)
Net deferred tax liabilities$(29,094)$(26,683)

At December 31, 2023 and 2022, the Company had net foreign deferred tax liabilities of $15.4 million and $19.2 million, respectively, primarily related to intangible assets, foreign pension obligations, and net operating loss carryforwards net of any related valuation allowances included in other long-term liabilities on the Consolidated Balance Sheets.

As of December 31, 2023, the Company had deferred tax assets recorded related to foreign net operating losses and tax credit carryforwards of $12.0 million, net. This includes $1.4 million related to U.K. entities, $3.4 million related to Italian entities, and $7.2 million related to Hong Kong entities. The net operating losses and tax credit carryforwards have indefinite lives.

Due to improved results, the Company released its U.K. valuation allowance in 2023. The foreign valuation allowance for U.K. deferred tax assets as of each of December 31, 2023 and 2022 was $0.0 million and $0.9 million, respectively. The foreign valuation allowance for Hong Kong deferred tax assets as of December 31, 2023 and 2022 was $7.2 million and $7.7 million, respectively. Based upon historical results and estimated future results, it is the judgment of management that these tax carryforward attributes related to Hong Kong entities are not likely to be realized. The Company has concluded it is more likely than not that it will realize the benefit of all other existing deferred tax assets, net of the valuation allowances mentioned above.

Unrecognized Tax Benefits

The following table reconciles the total amounts of unrecognized tax benefits, at December 31:

(In thousands)202320222021
Balance at beginning of period$23,376$20,462$8,921
Changes in tax positions of prior years218—(69)
Additions based on tax positions related to the current year1,1955,75812,826
Decreases due to settlements of liabilities—(904)—
Closure of tax years(394)(1,940)(1,216)
Balance at end of period$24,395$23,376$20,462

In addition, the total amount of accrued interest and penalties related to taxes, recognized as a liability, was $7.2 million, $5.1 million, and $0.8 million at December 31, 2023, 2022, and 2021, respectively.

The total amount of unrecognized tax benefits, net of federal income tax benefits, of $30.8 million, $27.5 million, and $20.5 million at December 31, 2023, 2022, and 2021, respectively, would, if recognized, increase the Company’s earnings, and lower the Company's annual effective tax rate in the year of recognition.

The Company is subject to taxation in the United States and various states and foreign jurisdictions. In the normal course of business, the Company is subject to examinations by taxing authorities in these jurisdictions. For U.S. federal income tax purposes, tax years 2022 and 2021 remain subject to examination. For U.S. state income tax purposes, tax years 2022, 2021, and 2020 remain subject to examination.

The Company has assessed its risks associated with all tax return positions and believes its tax reserve estimates reflect its best estimate of the deductions and positions it will be able to sustain, or it may be willing to concede as part of a settlement. At this time, the Company does not anticipate any material change in its tax reserves in the next twelve months. The Company will continue to monitor the progress and conclusion of all audits and will adjust its estimated liability as necessary.

  1. LEASES

The components of lease cost were as follows for the years ended December 31:

(In thousands)202320222021
Operating lease cost$61,247$55,414$43,794
Short-term lease cost4,9697,7374,689
Variable lease cost4,3123,0463,269
Total lease cost$70,528$66,197$51,752

At December 31, 2023, the Company's operating leases had a weighted-average remaining lease term of 9.2 years and a weighted-average discount rate of 6.3 percent.

Cash Flows

Right-of-use assets of $44.5 million, $132.7 million, and $96.7 million were recognized as non-cash asset additions that resulted from new operating lease obligations during the years ended December 31, 2023, 2022, and 2021, respectively, which included $0.4 million, $42.2 million, and $12.5 million of right-of-use assets from acquisitions, respectively. Cash paid for amounts included in the present value of operating lease obligations and included in cash flows from operations was $55.5 million, $47.9 million, and $35.7 million for the years ended December 31, 2023, 2022, and 2021, respectively.

Future minimum lease payments under operating leases as of December 31, 2023 were as follows:

(In thousands)
Year Ending December 31,
2024$50,589
202545,933
202636,507
202731,822
202829,985
Thereafter150,882
Total future minimum lease payments345,718
Less interest(86,769)
Present value of operating lease liabilities$258,949
  1. COMMITMENTS AND CONTINGENCIES

Holdback Payments and Contingent Consideration

From time to time, the Company finances a portion of its business combinations with deferred acquisition payments ("holdback payments") and/or contingent earnout provisions. Holdback payments are accrued at their discounted present value. As required, the liability for contingent consideration is measured at fair value quarterly, considering actual sales of the acquired products, updated sales projections, and the updated market participant weighted average cost of capital. Depending upon the weighted average costs of capital and future sales of the products which are subject to contingent consideration, the Company could record adjustments in future periods. See Note 4 - Acquisitions, Goodwill and Other Intangible Assets for information on certain holdback payments. Contingent consideration balances were not material at December 31, 2023 and 2022.

Product Recalls

From time to time, the Company cooperates with and assists its customers on their product recalls and inquiries, and occasionally receives inquiries directly from the National Highway Traffic Safety Administration regarding reported incidents involving the Company's products. As a result, the Company has incurred expenses associated with product recalls from time to time and may incur expenditures for future investigations or product recalls.

Environmental

The Company's operations are subject to certain Federal, state, and local regulatory requirements relating to the use, storage, discharge, and disposal of hazardous materials used during the manufacturing processes. Although the Company believes its operations have been consistent with prevailing industry standards and are in substantial compliance with applicable environmental laws and regulations, one or more of the Company's current or former operating sites, or adjacent sites owned by third-parties, have been affected, and may in the future be affected, by releases of hazardous materials. As a result, the Company may incur expenditures for future investigation and remediation of these sites, including in conjunction with voluntary remediation programs or third-party claims.

Litigation

In the normal course of business, the Company is subject to proceedings, lawsuits, regulatory agency inquiries, and other claims. All such matters are subject to uncertainties and outcomes that are not predictable with assurance. While these matters could materially affect operating results when resolved in future periods, management believes that, after final disposition, including anticipated insurance recoveries in certain cases, any monetary liability or financial impact to the

Company beyond that provided in the Consolidated Balance Sheet as of December 31, 2023, would not be material to the Company's financial position or annual results of operations.

  1. STOCKHOLDERS' EQUITY

The following table summarizes information about shares of the Company's common stock at December 31:

(In thousands)20232022
Common stock authorized75,00075,000
Common stock issued28,66728,519
Treasury stock3,3413,341
Common stock outstanding25,32625,178

Dividends

The table below summarizes the regular quarterly dividends declared and paid during the years ended December 31:

(In thousands, except per share data)Per ShareRecord DatePayment DateTotal Paid
First Quarter 2021$0.7503/12/2103/26/21$18,939
Second Quarter 20210.9006/04/2106/18/2122,739
Third Quarter 20210.9009/03/2109/17/2122,747
Fourth Quarter 20210.9012/03/2112/17/2122,746
Total 2021$3.45$87,171
First Quarter 2022$0.9003/11/2203/25/22$22,870
Second Quarter 20221.0506/03/2206/17/2226,702
Third Quarter 20221.0509/02/2209/16/2226,701
Fourth Quarter 20221.0512/02/2212/16/2226,453
Total 2022$4.05$102,726
First Quarter 2023$1.0503/10/2303/24/23$26,563
Second Quarter 20231.0506/02/2306/16/2326,591
Third Quarter 20231.0509/01/2309/15/2326,590
Fourth Quarter 20231.0512/01/2312/15/2326,592
Total 2023$4.20$106,336

Stock-Based Awards

On May 24, 2018, the Company's stockholders approved the LCI Industries 2018 Omnibus Incentive Plan (the "2018 Plan"), which provides that the number of shares of common stock that may be the subject of awards and issued under the 2018 Plan is 1,500,000, plus shares subject to any awards outstanding as of May 24, 2018 under the LCI Industries Equity Award and Incentive Plan, as Amended and Restated, that subsequently expire, are forfeited or canceled, are settled for cash, are not issued in shares, or are tendered or withheld to pay the exercise price or satisfy any tax withholding obligations related to the award. Executive officers and other employees of the Company and its subsidiaries and affiliates, and independent directors, consultants, and others who provide substantial services to the Company and its subsidiaries and affiliates, are eligible to be granted awards under the 2018 Plan. Under the 2018 Plan, the Compensation Committee of LCII's Board of Directors is authorized to grant stock options, stock appreciation rights, restricted stock awards, stock unit awards, other stock-based awards, and cash incentive awards.

The number of shares available for future awards under the 2018 Plan was 821,703,1,032,403, and 1,195,993 at December 31, 2023, 2022, and 2021, respectively.

Stock-based compensation resulted in charges to operations as follows for the years ended December 31:

(In thousands)202320222021
Deferred and restricted stock units$15,462$15,594$16,487
Performance stock units2,7678,10110,674
Stock-based compensation expense$18,229$23,695$27,161

Stock-based compensation expense is recorded in the Consolidated Statements of Income in the same line as cash compensation to those employees is recorded, primarily in selling, general and administrative expenses.

Deferred and Restricted Stock Units

The 2018 Plan provides for the grant or issuance of stock units, including those that have deferral periods, such as deferred stock units ("DSUs"), and those with time-based vesting provisions, such as restricted stock units ("RSUs"), to directors, employees and other eligible persons. Recipients of DSUs and RSUs are entitled to receive shares at the end of a specified vesting or deferral period. Holders of DSUs and RSUs receive dividend equivalents based on dividends granted to holders of the common stock, which dividend equivalents are payable in additional DSUs and RSUs and are subject to the same vesting criteria as the original grant.

DSUs vest (i) ratably over the service period, (ii) at a specified future date, or (iii) for certain officers, based on achievement of specified performance conditions. RSUs vest (i) ratably over the service period or (ii) at a specified future date. As a result of the Company's executive succession, the vesting of certain RSUs was accelerated pursuant to contractual obligations with certain employees whose employment terminated. In addition, DSUs are issued in lieu of certain cash compensation. Transactions in DSUs and RSUs under the 2018 Plan are summarized as follows:

Number of SharesWeighted Average Price
Outstanding at December 31, 2020335,087$90.04
Issued4,653137.62
Granted109,767142.37
Dividend equivalents7,233134.78
Forfeited(6,696)114.66
Vested(164,333)87.64
Outstanding at December 31, 2021285,711$110.41
Issued5,427101.87
Granted162,719119.84
Dividend equivalents10,871103.27
Forfeited(15,012)121.99
Vested(171,942)96.21
Outstanding at December 31, 2022277,774$120.92
Issued3,244119.43
Granted159,640114.22
Dividend equivalents10,731116.99
Forfeited(23,440)121.16
Vested(131,644)112.10
Outstanding at December 31, 2023296,305$118.60

As of December 31, 2023, there was $18.9 million of total unrecognized compensation cost related to DSUs and RSUs, which is expected to be recognized over a weighted average remaining period of 1.3 years.

Performance Stock Units

The 2018 Plan provides for performance stock units ("PSUs") that vest at a specific future date based on achievement of specified performance conditions. Transactions in PSUs under the 2018 Plan are summarized as follows:

Number of SharesStock Price
Outstanding at December 31, 2020119,727$89.92
Granted40,102143.54
Dividend equivalents3,778134.82
Forfeited(1,053)96.55
Vested(12,593)95.03
Outstanding at December 31, 2021149,961$104.01
Granted91,988110.83
Dividend equivalents6,210103.29
Forfeited(4,840)78.11
Vested(80,938)82.40
Outstanding at December 31, 2022162,381$120.12
Granted140,953108.42
Dividend equivalents7,236117.20
Forfeited(3,245)96.55
Vested(100,046)101.11
Outstanding at December 31, 2023207,279$122.57

As of December 31, 2023, there was $0.6 million of total unrecognized compensation cost related to PSUs, which is expected to be recognized over a weighted average remaining period of 0.2 years.

Accumulated Other Comprehensive Income (Loss)

The components of accumulated other comprehensive income (loss), net of income taxes, are as follows:

(In thousands)Foreign currency itemsPension itemsTotal
Accumulated other comprehensive income (loss) at December 31, 2021$(2,401)$1,900$(501)
Net foreign currency translation adjustment(20,920)—(20,920)
Actuarial gain on pension plans—28,12528,125
Net current-period other comprehensive income (loss)(20,920)28,1257,205
Accumulated other comprehensive income (loss) at December 31, 2022(23,321)30,0256,704
Net foreign currency translation adjustment8,532—8,532
Actuarial loss on pension plans—(964)(964)
Net current-period other comprehensive income (loss)8,532(964)7,568
Accumulated other comprehensive income (loss) at December 31, 2023$(14,789)$29,061$14,272

In both years ended December 31, 2023 and 2022, the Company recorded an immaterial amount in taxes related to other comprehensive income (loss).

Stock Repurchase Program

On May 19, 2022, the Company's Board of Directors authorized a stock repurchase program granting the Company authority to repurchase up to $200.0 million of the Company's common stock over athree-year period, ending on May 19, 2025. The timing of stock repurchases, and the number of shares will depend upon the market conditions and other factors. Share repurchases, if any, will be made in the open market and in privately negotiated transactions in accordance with applicable securities laws. The stock repurchase program may be modified, suspended, or terminated at any time by the Board of Directors. In 2022, the Company purchased 253,490 shares at a weighted average price of $94.89 per share, totaling $24.1 million. No purchases were made during the year ended December 31, 2023.

  1. SEGMENT REPORTING

The Company hastwo reportable segments, the OEM Segment and the Aftermarket Segment. Intersegment sales are insignificant.

The OEM Segment, which accounted for 77 percent,83 percent, and 81 percent of consolidated net sales for the years ended December 31, 2023, 2022, and 2021, respectively, manufactures and distributes a broad array of highly engineered components for the leading OEMs in the recreation and transportation markets, consisting of RVs and adjacent industries, including boats; buses; trailers used to haul boats, livestock, equipment, and other cargo; trucks; trains; manufactured homes; and modular housing. Approximately 47 percent,61 percent, and 63 percent of the Company's OEM Segment net sales in 2023, 2022, and 2021, respectively, were of components for travel trailer and fifth-wheel RVs.

The Aftermarket Segment, which accounted for 23 percent,17 percent, and 19 percent of consolidated net sales for each of the years ended December 31, 2023, 2022, and 2021, respectively, supplies engineered components to the related aftermarket channels of the recreation and transportation markets, primarily to retail dealers, wholesale distributors, and service centers, as well as direct to retail customers via the Internet. The Aftermarket Segment also includes biminis, covers, buoys, fenders to the marine industry, towing products, truck accessories, appliances, air conditioners, televisions, sound systems, tankless water heaters, and the sale of replacement glass and awnings to fulfill insurance claims.

Decisions concerning the allocation of the Company's resources are made by the Company's Chief Operating Decision Maker ("CODM"), with oversight by the Board of Directors. The CODM evaluates the performance of each segment based upon segment operating profit or loss, generally defined as income or loss before interest and income taxes. Decisions concerning the allocation of resources are also based on each segment's utilization of assets. Management of debt is a corporate function. The accounting policies of the OEM and Aftermarket Segments are the same as those described in Note 2 of the Notes to Consolidated Financial Statements.

The following tables present the Company's revenues disaggregated by segment and geography based on the billing address of the Company's customers for the years ended December 31:

(In thousands)U.S. (a)Int'l (b)Total
OEM Segment:
RV OEMs:
Travel trailers and fifth-wheels$1,310,638$48,215$1,358,853
Motorhomes160,857108,499269,356
Adjacent Industries OEMs1,085,631189,9021,275,533
Total OEM Segment net sales2,557,126346,6162,903,742
Aftermarket Segment:
Total Aftermarket Segment net sales814,10366,963881,066
Total net sales$3,371,229$413,579$3,784,808
(In thousands)U.S. (a)Int'l (b)Total
OEM Segment:
RV OEMs:
Travel trailers and fifth-wheels$2,561,683$55,902$2,617,585
Motorhomes238,613100,484339,097
Adjacent Industries OEMs1,184,459174,7291,359,188
Total OEM Segment net sales3,984,755331,1154,315,870
Aftermarket Segment:
Total Aftermarket Segment net sales824,89566,378891,273
Total net sales$4,809,650$397,493$5,207,143
(In thousands)U.S. (a)Int'l (b)Total
OEM Segment:
RV OEMs:
Travel trailers and fifth-wheels$2,229,839$65,773$2,295,612
Motorhomes160,61598,380258,995
Adjacent Industries OEMs939,067149,9381,089,005
Total OEM Segment net sales3,329,521314,0913,643,612
Aftermarket Segment:
Total Aftermarket Segment net sales768,79360,292829,085
Total net sales$4,098,314$374,383$4,472,697

(a) Net sales to customers in the United States of America

(b) Net sales to customers domiciled in countries outside of the United States of America

Long-lived assets, including net fixed assets, operating lease right-of-use assets, goodwill, and other net intangible assets, domiciled in countries outside of the United States of America were $399.4 million and $408.8 million as of December 31, 2023 and 2022, respectively.

Corporate expenses are allocated between the segments based upon net sales. Accretion related to contingent consideration and other non-segment items are included in the segment to which they relate. Information relating to segments follows for the years ended December 31:

Segments
(In thousands)OEMAftermarketTotal
Net sales to external customers (a)$2,903,742$881,066$3,784,808
Operating profit (b)17,361106,067123,428
Expenditures for long-lived assets (c)68,75020,23088,980
Depreciation and amortization99,97631,792131,768
Segments
(In thousands)OEMAftermarketTotal
Net sales to external customers (a)$4,315,870$891,273$5,207,143
Operating profit (b)479,15073,878553,028
Expenditures for long-lived assets (c)173,73233,245206,977
Depreciation and amortization99,41929,793129,212
Net sales to external customers (a)$3,643,612$829,085$4,472,697
Operating profit (b)304,67693,734398,410
Expenditures for long-lived assets (c)208,297166,824375,121
Depreciation and amortization83,72328,597112,320

(a) Thor Industries, Inc., a customer of both segments, accounted for 16 percent,23 percent, and 24 percent of the Company's consolidated net sales for the years ended December 31, 2023, 2022, and 2021, respectively. Berkshire Hathaway Inc. (through its subsidiaries Forest River, Inc. and Clayton Homes, Inc.), a customer of both segments, accounted for 15 percent,20 percent, and 20 percent of the Company's consolidated net sales for the years ended December 31, 2023, 2022, and 2021, respectively. No other customer accounted for more than 10 percent of consolidated net sales in the years ended December 31, 2023, 2022, and 2021. No customer accounted for more than 10 percent of consolidated accounts receivable, net at December 31, 2023 and 2022.

(b) Certain general and administrative expenses are allocated between the segments based upon net sales or operating profit, depending upon the nature of the expense.

(c) Expenditures for long-lived assets include capital expenditures, as well as fixed assets, goodwill and other intangible assets purchased as part of the acquisition of businesses. The Company purchased $28.3 million, $78.7 million, and $271.9 million of long-lived assets, as part of the acquisitions of businesses in the years ended December 31, 2023, 2022, and 2021, respectively.

Net sales by OEM Segment product were as follows for the years ended December 31:

(In thousands)202320222021
OEM Segment:
Chassis, chassis parts, and slide-out mechanisms$785,158$1,563,168$1,320,718
Windows and doors851,7611,085,3021,014,332
Furniture and mattresses464,113790,664701,876
Axles, ABS, and suspension solutions313,224306,843248,144
Other489,486569,893358,542
Total OEM Segment net sales2,903,7424,315,8703,643,612
Total Aftermarket Segment net sales881,066891,273829,085
Total net sales$3,784,808$5,207,143$4,472,697
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.