LCI INDUSTRIES
For the period ended Dec 31, 2024. Filed Feb 21, 2025.
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FY2024 · Filed Feb 21, 2025
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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, 2024 and 2023, 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, 2024, 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, 2024, 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, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024, 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, 2024 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, 2024 was $65.5 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 21, 2025
| Year Ended December 31, | |||
|---|---|---|---|
| 2024 | 2023 | 2022 | |
| (In thousands, except per share amounts) | |||
| Net sales | $3,741,208 | $3,784,808 | $5,207,143 |
| Cost of sales | 2,861,493 | 3,008,618 | 3,933,854 |
| Gross profit | 879,715 | 776,190 | 1,273,289 |
| Selling, general and administrative expenses | 661,478 | 652,762 | 720,261 |
| Operating profit | 218,237 | 123,428 | 553,028 |
| Interest expense, net | 28,899 | 40,424 | 27,573 |
| Income before income taxes | 189,338 | 83,004 | 525,455 |
| Provision for income taxes | 46,471 | 18,809 | 130,481 |
| Net income | $142,867 | $64,195 | $394,974 |
| Net income per common share: | |||
| Basic | $5.61 | $2.54 | $15.57 |
| Diluted | $5.60 | $2.52 | $15.48 |
| Weighted average common shares outstanding: | |||
| Basic | 25,447 | 25,305 | 25,372 |
| Diluted | 25,507 | 25,436 | 25,514 |
| Year Ended December 31, | |||
|---|---|---|---|
| 2024 | 2023 | 2022 | |
| (In thousands) | |||
| Net income | $142,867 | $64,195 | $394,974 |
| Other comprehensive income (loss): | |||
| Net foreign currency translation adjustment | (10,807) | 8,532 | (20,920) |
| Actuarial (loss) gain on pension plans | (233) | (964) | 28,125 |
| Total comprehensive income | $131,827 | $71,763 | $402,179 |
| December 31, | ||
|---|---|---|
| 2024 | 2023 | |
| (In thousands, except per share amount) | ||
| ASSETS | ||
| Current assets | ||
| Cash and cash equivalents | $165,756 | $66,157 |
| Accounts receivable, net of allowances of $5,439 and $5,701 at December 31, 2024 and 2023, respectively | 199,560 | 214,707 |
| Inventories, net | 736,604 | 768,407 |
| Prepaid expenses and other current assets | 58,318 | 67,599 |
| Total current assets | 1,160,238 | 1,116,870 |
| Fixed assets, net | 432,728 | 465,781 |
| Goodwill | 585,773 | 589,550 |
| Other intangible assets, net | 392,018 | 448,759 |
| Operating lease right-of-use assets | 224,313 | 245,388 |
| Other long-term assets | 99,669 | 92,971 |
| Total assets | $2,894,739 | $2,959,319 |
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||
| Current liabilities | ||
| Current maturities of long-term indebtedness | $423 | $589 |
| Accounts payable, trade | 187,684 | 183,697 |
| Current portion of operating lease obligations | 38,671 | 36,269 |
| Accrued expenses and other current liabilities | 185,275 | 174,437 |
| Total current liabilities | 412,053 | 394,992 |
| Long-term indebtedness | 756,830 | 846,834 |
| Operating lease obligations | 199,929 | 222,680 |
| Deferred taxes | 26,110 | 32,345 |
| Other long-term liabilities | 112,931 | 107,432 |
| Total liabilities | 1,507,853 | 1,604,283 |
| Stockholders' equity | ||
| Common stock, par value $.01 per share | 288 | 287 |
| Paid-in capital | 257,486 | 245,659 |
| Retained earnings | 1,208,096 | 1,177,034 |
| Accumulated other comprehensive income | 3,232 | 14,272 |
| Stockholders' equity before treasury stock | 1,469,102 | 1,437,252 |
| Treasury stock, at cost | (82,216) | (82,216) |
| Total stockholders' equity | 1,386,886 | 1,355,036 |
| Total liabilities and stockholders' equity | $2,894,739 | $2,959,319 |
| Year Ended December 31, | |||
|---|---|---|---|
| (In thousands) | 2024 | 2023 | 2022 |
| Cash flows from operating activities: | |||
| Net income | $142,867 | $64,195 | $394,974 |
| Adjustments to reconcile net income to cash flows provided by operating activities: | |||
| Depreciation and amortization | 125,693 | 131,768 | 129,212 |
| Stock-based compensation expense | 18,653 | 18,229 | 23,695 |
| Deferred taxes | (7,073) | 2,067 | (9,277) |
| Other non-cash items | 7,209 | 7,716 | 3,496 |
| Changes in assets and liabilities, net of acquisitions of businesses: | |||
| Accounts receivable, net | 13,469 | 1,594 | 115,706 |
| Inventories, net | 46,335 | 235,347 | 117,419 |
| Prepaid expenses and other assets | 4,532 | 25,954 | 14,990 |
| Accounts payable, trade | 3,474 | 38,737 | (161,121) |
| Accrued expenses and other liabilities | 15,125 | 1,622 | (26,580) |
| Net cash flows provided by operating activities | 370,284 | 527,229 | 602,514 |
| Cash flows from investing activities: | |||
| Capital expenditures | (42,333) | (62,209) | (130,641) |
| Acquisitions of businesses | (19,957) | (25,851) | (108,470) |
| Other investing activities | 1,192 | 4,312 | (2,679) |
| Net cash flows used in investing activities | (61,098) | (83,748) | (241,790) |
| Cash flows from financing activities: | |||
| Vesting of stock-based awards, net of shares tendered for payment of taxes | (9,159) | (9,628) | (10,961) |
| Proceeds from revolving credit facility | 86,248 | 248,900 | 1,128,400 |
| Repayments under revolving credit facility | (138,752) | (464,822) | (1,233,740) |
| Repayments under shelf loan, term loan, and other borrowings | (36,655) | (61,099) | (73,031) |
| Payment of dividends | (109,471) | (106,336) | (102,726) |
| Payment of contingent consideration and holdbacks related to acquisitions | (2) | (31,857) | (60,228) |
| Repurchases of common stock | — | — | (24,054) |
| Other financing activities | (430) | (1,342) | 1,469 |
| Net cash flows used in financing activities | (208,221) | (426,184) | (374,871) |
| Effect of exchange rate changes on cash and cash equivalents | (1,366) | 1,361 | (1,250) |
| Net increase (decrease) in cash and cash equivalents | 99,599 | 18,658 | (15,397) |
| Cash and cash equivalents at beginning of period | 66,157 | 47,499 | 62,896 |
| Cash and cash equivalents at end of period | $165,756 | $66,157 | $47,499 |
(continued)
| Year Ended December 31, | |||
|---|---|---|---|
| 2024 | 2023 | 2022 | |
| (In thousands) | |||
| Supplemental disclosure of cash flow information: | |||
| Cash paid during the period for: | |||
| Interest | $31,505 | $39,925 | $25,052 |
| Income taxes, net of refunds | 46,422 | 8,118 | 170,012 |
| Non-cash investing and financing activities: | |||
| Contribution of net assets for investment in unconsolidated joint venture | — | 34,220 | — |
| Purchase of property and equipment in accrued expenses | 293 | 531 | 1,730 |
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
| (In thousands, except shares and per share amounts) | CommonStock | Paid-inCapital | RetainedEarnings | Accumulated Other Comprehensive Income (Loss) | TreasuryStock | TotalStockholders'Equity |
|---|---|---|---|---|---|---|
| Balance - January 1, 2022 | $284 | $220,459 | $930,795 | $(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 taxes | 1 | (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, 2022 | 285 | 234,956 | 1,221,279 | 6,704 | (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 taxes | 2 | (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 |
| Net income | — | — | 142,867 | — | — | 142,867 |
| Issuance of 137,114 shares of common stock pursuant to stock-based awards, net of shares tendered for payment of taxes | 1 | (9,160) | — | — | — | (9,159) |
| Stock-based compensation expense | — | 18,653 | — | — | — | 18,653 |
| Other comprehensive loss | — | — | — | (11,040) | — | (11,040) |
| Cash dividends ($4.30 per share) | — | — | (109,471) | — | — | (109,471) |
| Dividend equivalents on stock-based awards | — | 2,334 | (2,334) | — | — | — |
| Balance - December 31, 2024 | $288 | $257,486 | $1,208,096 | $3,232 | $(82,216) | $1,386,886 |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- 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. All significant intercompany balances and transactions have been eliminated.
LCII, through its wholly-owned subsidiary, Lippert Components, Inc. and its subsidiaries (collectively, "Lippert Components," "LCI," or "Lippert"), is a global leader in supplying engineered components to the outdoor recreation, transportation, and building products industries. In addition to serving original equipment manufacturers ("OEMs"), the Company also caters to aftermarket needs, selling through retail dealers, wholesale distributors, and service centers, as well as directly to consumers online. At December 31, 2024, the Company operated over 110 manufacturing and distribution facilities located throughout North America and Europe.
The Company's results are influenced by seasonal demand patterns, with sales and profits typically strongest in the second quarter and weakest in the fourth quarter. However, economic conditions, dealer inventory fluctuations, and consumer trends can impact these patterns. 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. Certain prior year balances have been reclassified to conform to the current year presentation.
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, 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.
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash and Cash Equivalents
The Company considers cash on hand, money market funds, and other highly liquid investments with original maturities of three months or less to be cash and 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 uses historical warranty costs, claim lag, sales, and current trends of repair costs as assumptions and inputs into its model to estimate future warranty claims and the associated warranty accrual. 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. The Company records adjustments to the warranty accrual as preexisting warranty amounts which represent a change in estimates related to sales occurring in prior periods. Such adjustments typically occur when actual claim experience deviates from historical trends. 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 2024 and 2023, 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 concurrently 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 $208.2 million, $214.9 million, and $230.4 million in the years ended December 31, 2024, 2023, and 2022, 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 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2024-04, Debt - Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments, which clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion rather than as debt extinguishments. This ASU is effective for fiscal years beginning after December 15, 2025, and interim periods within those annual reporting periods, with early adoption permitted. The Company is evaluating the effect of adopting this new accounting guidance.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40), which requires disclosure of disaggregated information about specific categories underlying certain income statement expense line items in the notes to the financial statements for both annual and interim periods. This ASU is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after
December 15, 2027, with early adoption permitted. 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 will adopt this ASU for the year ending December 31, 2025, and it will only impact the Company's disclosures with no impacts to its financial condition or results of operations.
Recently adopted accounting pronouncements
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): 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 title and position of the chief operating decision maker ("CODM"). The new standard also requires interim disclosures related to reportable segment profit or loss and assets that had previously only been disclosed annually. The Company adopted ASU 2023-07 effective December 31, 2024 on a retrospective basis. As a result, the Company has enhanced its segment disclosures in this report to include the presentation of cost of sales and selling, general and administrative expenses by segment and the disclosure of its CODM. The adoption of this ASU only affects the Company's disclosures with no impact to its financial condition or results of operations.
- 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) | 2024 | 2023 | 2022 |
|---|---|---|---|
| Weighted average shares outstanding for basic earnings per share | 25,447 | 25,305 | 25,372 |
| Common stock equivalents pertaining to stock-based awards | 60 | 131 | 142 |
| Weighted average shares outstanding for diluted earnings per share | 25,507 | 25,436 | 25,514 |
| Equity instruments excluded from diluted net earnings per share calculation as the effect would have been anti-dilutive | 242 | 165 | 102 |
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, 2024, 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, 2024, 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.
- ACQUISITIONS, GOODWILL AND OTHER INTANGIBLE ASSETS
Acquisition in 2024
Camping World Furniture
In May 2024, the Company acquired the business and certain assets of the furniture operations of CWDS, LLC, a subsidiary of Camping World Holdings, Inc., in exchange for cash consideration of $20.0 million, plus a holdback payment of $1.0 million due on the first anniversary of the acquisition. The acquisition, which qualifies as a business combination for accounting purposes, expands the Company's furniture portfolio. The results of the acquired business have been included in the Consolidated Statements of Income since the acquisition date, primarily in the OEM segment. The preliminary purchase price allocation resulted in $1.7 million of goodwill (tax deductible) and $4.3 million of acquired intangible assets. As this acquisition is 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 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 purchase price allocations resulted in $16.8 million of goodwill (tax deductible).
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.
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 purchase price allocations resulted in $0.8 million of goodwill (tax deductible).
Goodwill
Changes in the carrying amount of goodwill by reportable segment were as follows:
| (In thousands) | OEM Segment | Aftermarket Segment | Total |
|---|---|---|---|
| Net balance – December 31, 2022 | $399,736 | $167,327 | $567,063 |
| Acquisitions and divestitures | 14,025 | — | 14,025 |
| Measurement period adjustments | 5,708 | 160 | 5,868 |
| Foreign currency translation | 2,232 | 362 | 2,594 |
| Net balance – December 31, 2023 | 421,701 | 167,849 | 589,550 |
| Acquisitions | 1,709 | — | 1,709 |
| Foreign currency translation | (5,190) | (296) | (5,486) |
| Net balance – December 31, 2024 | $418,220 | $167,553 | $585,773 |
The Company performed its annual goodwill impairment procedures for all of its reporting units as of November 30, 2024, 2023, and 2022, and concluded no goodwill impairment existed at any of those times. The Company plans to update its assessment as of November 30, 2025, 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, 2024, 2023, and 2022 included $50.5 million of accumulated impairment, which occurred prior to December 31, 2022.
Other Intangible Assets
Other intangible assets, by segment, at December 31 were as follows:
| (In thousands) | 2024 | 2023 |
|---|---|---|
| OEM Segment | $235,403 | $276,622 |
| Aftermarket Segment | 156,615 | 172,137 |
| Other intangible assets | $392,018 | $448,759 |
Other intangible assets consisted of the following at December 31, 2024:
| (In thousands) · GrossCost · AccumulatedAmortization · NetBalance · Estimated UsefulLife in Years | ||||||
|---|---|---|---|---|---|---|
| Customer relationships | $508,945 | $228,332 | $280,613 | 6 | to | 20 |
| Patents | 111,934 | 74,010 | 37,924 | 3 | to | 20 |
| Trade names (finite life) | 95,879 | 30,524 | 65,355 | 3 | to | 20 |
| Trade names (indefinite life) | 7,432 | — | 7,432 | Indefinite | ||
| Non-compete agreements | 5,154 | 4,732 | 422 | 3 | to | 6 |
| Other | 609 | 337 | 272 | 2 | to | 12 |
| Other intangible assets | $729,953 | $337,935 | $392,018 | |||
The Company performed its annual impairment test for indefinite lived intangible assets as of November 30, 2024, 2023, and 2022, and concluded no impairment existed at any of those times.
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 | $319,538 | 6 | to | 20 |
| Patents | 114,864 | 67,602 | 47,262 | 3 | to | 20 |
| Trade names (finite life) | 99,366 | 26,978 | 72,388 | 3 | to | 20 |
| Trade names (indefinite life) | 7,600 | — | 7,600 | Indefinite | ||
| Non-compete agreements | 10,104 | 8,453 | 1,651 | 3 | to | 6 |
| Other | 609 | 289 | 320 | 2 | to | 12 |
| Other intangible assets | $742,048 | $293,289 | $448,759 | |||
Amortization expense related to other intangible assets was as follows for the years ended December 31:
| (In thousands) | 2024 | 2023 | 2022 |
|---|---|---|---|
| Cost of sales | $8,915 | $9,910 | $10,155 |
| Selling, general and administrative expense | 46,385 | 47,165 | 46,218 |
| Amortization expense | $55,300 | $57,075 | $56,373 |
Estimated amortization expense for other intangible assets for the next five years is as follows:
| (In thousands) | 2025 | 2026 | 2027 | 2028 | 2029 |
|---|---|---|---|---|---|
| Cost of sales | $7,997 | $6,779 | $6,046 | $5,995 | $5,049 |
| Selling, general and administrative expense | 43,184 | 41,279 | 40,219 | 37,064 | 35,967 |
| Amortization expense | $51,181 | $48,058 | $46,265 | $43,059 | $41,016 |
- INVENTORIES
Inventories consisted of the following at December 31:
| (In thousands) | 2024 | 2023 |
|---|---|---|
| Raw materials | $427,585 | $457,877 |
| Work in process | 44,435 | 45,112 |
| Finished goods | 264,584 | 265,418 |
| Inventories, net | $736,604 | $768,407 |
At December 31, 2024 and 2023, the Company had recorded inventory obsolescence reserves of $77.7 million and $71.3 million, respectively.
- FIXED ASSETS
Fixed assets consisted of the following at December 31:
| Estimated | |||
|---|---|---|---|
| Useful Life | |||
| (In thousands) | 2024 | 2023 | in Years |
| Land | $20,506 | $20,669 | |
| Buildings and improvements | 247,276 | 244,742 | 10 to 40 |
| Leasehold improvements | 34,114 | 33,193 | 3 to 20 |
| Machinery and equipment | 539,327 | 542,395 | 3 to 15 |
| Furniture and fixtures | 82,049 | 100,368 | 3 to 15 |
| Construction in progress | 36,947 | 42,181 | |
| Fixed assets, at cost | 960,219 | 983,548 | |
| Less accumulated depreciation and amortization | (527,491) | (517,767) | |
| Fixed assets, net | $432,728 | $465,781 | |
Depreciation and amortization of fixed assets was as follows for the years ended December 31:
| (In thousands) | 2024 | 2023 | 2022 |
|---|---|---|---|
| Cost of sales | $56,773 | $57,134 | $56,039 |
| Selling, general and administrative expenses | 13,620 | 17,559 | 16,800 |
| Total | $70,393 | $74,693 | $72,839 |
- ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
Accrued expenses and other current liabilities consisted of the following at December 31:
| (In thousands) | 2024 | 2023 |
|---|---|---|
| Employee compensation and benefits | $70,107 | $58,845 |
| Current portion of accrued warranty | 40,735 | 48,468 |
| Customer rebates | 21,707 | 19,403 |
| Other | 52,726 | 47,721 |
| Accrued expenses and other current liabilities | $185,275 | $174,437 |
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) | 2024 | 2023 | 2022 |
|---|---|---|---|
| Balance at beginning of period | $71,578 | $54,528 | $52,114 |
| Provision for warranty expense issued during the period | 38,123 | 55,023 | 39,782 |
| Provision for warranty expense for preexisting warranties | 16,724 | 29,308 | 6,581 |
| Warranty liability from acquired businesses | — | 789 | — |
| Warranty costs paid | (60,940) | (68,070) | (43,949) |
| Balance at end of period | 65,485 | 71,578 | 54,528 |
| Less long-term portion | (24,750) | (23,110) | (19,380) |
| Current portion of accrued warranty at end of period | $40,735 | $48,468 | $35,148 |
- 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 $11.6 million, $12.1 million, and $12.9 million to this plan during the years ended December 31, 2024, 2023, and 2022, 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 $0.4 million, $2.6 million, and $5.4 million during the years ended December 31, 2024, 2023, and 2022, 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 $2.9 million, $5.0 million, and $2.4 million from the Plan during the years ended December 31, 2024, 2023, and 2022, respectively. At December 31, 2024 and 2023, deferred compensation of $43.8 million and $40.5 million, respectively, was recorded in other long-term liabilities, and deferred compensation of $2.5 million and $2.5 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, 2024 and 2023, investments under the plan of $45.2 million and $41.8 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. During 2022, there was a curtailment of the Dutch pension plans for the Company's Dutch employees. These employees were moved into defined contribution plans. The Company has purchased annuity contracts from an insurance company to cover the vested benefits of the defined pension plans; however, future indexation and cost of living adjustments for all participants remains applicable, and the Company remains liable for future funding. The Company is not obligated to provide future pension funding for service after December 31, 2022.
- LONG-TERM INDEBTEDNESS
Long-term debt consisted of the following at December 31:
| (In thousands) | 2024 | 2023 |
|---|---|---|
| Convertible Notes | $460,000 | $460,000 |
| Term Loan | 280,000 | 315,000 |
| Revolving Credit Loan | 19,263 | 75,909 |
| Other | 1,588 | 3,138 |
| Unamortized deferred financing fees | (3,598) | (6,624) |
| 757,253 | 847,423 | |
| Less current portion | (423) | (589) |
| Long-term indebtedness | $756,830 | $846,834 |
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 and an additional $35.0 million of principal on the Term Loan during 2024, which was applied to pay in full the scheduled principal amortization payments due through March 31, 2026. 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 (0.375 percent was applicable at December 31, 2024) 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 (1.375 percent was applicable at December 31, 2024) 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, 2024 and 2023, the Company had $4.8 million and $4.7 million, respectively, in issued, but undrawn, standby letters of credit under the LC Facility. A commitment fee ranging from 0.150 percent to 0.275 percent (0.200 percent was applicable at December 31, 2024) depending on the Company's total net leverage ratio accrues on the actual daily amount that the revolving commitment exceeds the revolving credit exposure.
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. At December 31, 2024, the Company was in compliance with all financial covenants. The maximum net leverage ratio covenant limits the amount of consolidated outstanding indebtedness that the Company may incur on a trailing twelve-month EBITDA. Availability under the Company’s revolving credit facility, giving effect to this limitation, was $452.5 million at December 31, 2024. The Company believes the availability 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.
At December 31, 2024, the fair value of the Company's floating rate 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.
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, 2024, the conversion rate of the Convertible Notes was 6.2482 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.
Beginning on 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 $453.1 million at December 31, 2024 was estimated using Level 1 inputs, as it is based on quoted prices for these instruments in active markets.
- INCOME TAXES
The components of earnings before income taxes consisted of the following for the years ended December 31:
| (In thousands) | 2024 | 2023 | 2022 |
|---|---|---|---|
| United States | $195,866 | $92,679 | $550,030 |
| Foreign | (6,528) | (9,675) | (24,575) |
| Total earnings before income taxes | $189,338 | $83,004 | $525,455 |
The provision for income taxes in the Consolidated Statements of Income was as follows for the years ended December 31:
| (In thousands) | 2024 | 2023 | 2022 |
|---|---|---|---|
| Current: | |||
| Federal | $45,922 | $15,454 | $114,744 |
| State and local | 6,887 | 1,752 | 22,998 |
| Foreign | 735 | (464) | 2,016 |
| Total current provision | 53,544 | 16,742 | 139,758 |
| Deferred: | |||
| Federal | (2,249) | 5,824 | (3,786) |
| State and local | (425) | 824 | (285) |
| Foreign | (4,399) | (4,581) | (5,206) |
| Total deferred provision (benefit) | (7,073) | 2,067 | (9,277) |
| Provision for income taxes | $46,471 | $18,809 | $130,481 |
The Company had cash and cash equivalents of approximately $165.8 million and $66.2 million at December 31, 2024 and 2023, respectively, of which approximately 11 percent and 19 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 2024, 2023, and 2022 to income before income taxes for the following reasons for the years ended December 31:
| (In thousands) | 2024 | 2023 | 2022 |
|---|---|---|---|
| Income tax at federal statutory rate | $39,761 | $17,431 | $110,345 |
| State income tax, net of federal income tax impact | 5,105 | 2,035 | 17,944 |
| Section 162(m) permanent addback | 3,735 | 1,896 | 3,784 |
| Federal tax credits | (1,002) | (1,219) | (1,638) |
| Share-based payment compensation excess tax benefit | (346) | (242) | (509) |
| Other | (782) | (1,092) | 555 |
| Provision for income taxes | $46,471 | $18,809 | $130,481 |
At December 31, 2024, the Company had domestic federal income taxes receivable of $5.6 million, domestic state income taxes receivable of $3.7 million, and foreign taxes receivable of $3.3 million recorded. 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.
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) | 2024 | 2023 |
|---|---|---|
| Deferred tax assets: | ||
| Stock-based compensation | $1,836 | $1,840 |
| Pension | 909 | 1,133 |
| Deferred compensation | 11,114 | 10,223 |
| Warranty | 13,540 | 13,936 |
| Convertible debt bond hedge | 7,323 | 12,289 |
| Inventory | 24,007 | 20,811 |
| Research and experimental costs | 9,018 | 6,845 |
| Other | 6,963 | 7,043 |
| Lease obligation asset | 57,528 | 62,460 |
| Net operating loss, interest, and tax credit carryforwards | 15,152 | 13,231 |
| Total deferred tax assets before valuation allowance | 147,390 | 149,811 |
| Less valuation allowance | (7,657) | (7,300) |
| Total deferred tax assets net of valuation allowance | 139,733 | 142,511 |
| Deferred tax liabilities: | ||
| Lease obligation liability | (54,106) | (59,212) |
| Fixed assets | (40,432) | (45,995) |
| Intangible assets | (64,953) | (66,398) |
| Total deferred tax liabilities | (159,491) | (171,605) |
| Net deferred tax liabilities | $(19,758) | $(29,094) |
At December 31, 2024 and 2023, the Company had net foreign deferred tax liabilities of $8.7 million and $15.4 million, respectively, primarily related to intangible assets, fixed 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, 2024, the Company had deferred tax assets recorded related to foreign net operating losses and tax credit carryforwards of $15.2 million, net. This includes $1.7 million related to U.K. entities, $5.1 million related to Italian entities, $7.5 million related to Hong Kong entities, and $0.9 million related to other foreign entities. The net operating losses and tax credit carryforwards have indefinite lives.
The foreign valuation allowance for Hong Kong deferred tax assets as of December 31, 2024 and 2023 was $7.5 million and $7.2 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) | 2024 | 2023 | 2022 |
|---|---|---|---|
| Balance at beginning of period | $24,395 | $23,376 | $20,462 |
| Changes in tax positions of prior years | — | 218 | — |
| Additions based on tax positions related to the current year | 1,219 | 1,195 | 5,758 |
| Decreases due to settlements of liabilities | — | — | (904) |
| Decreases due to closure of tax years | (699) | (394) | (1,940) |
| Balance at end of period | $24,915 | $24,395 | $23,376 |
In addition, the total amount of accrued interest and penalties related to taxes, recognized as a liability, was $9.6 million, $7.2 million, and $5.1 million at December 31, 2024, 2023, and 2022, respectively.
The total amount of unrecognized tax benefits, net of federal income tax benefits, of $33.9 million, $30.8 million, and $27.5 million at December 31, 2024, 2023, and 2022, 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 and state income tax purposes, tax years 2023, 2022, and 2021 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.
- LEASES
The components of lease cost were as follows for the years ended December 31:
| (In thousands) | 2024 | 2023 | 2022 |
|---|---|---|---|
| Operating lease cost | $64,343 | $61,247 | $55,414 |
| Short-term lease cost | 3,587 | 4,969 | 7,737 |
| Variable lease cost | 4,180 | 4,312 | 3,046 |
| Total lease cost | $72,110 | $70,528 | $66,197 |
At December 31, 2024, the Company's operating leases had a weighted-average remaining lease term of 8.5 years and a weighted-average discount rate of 6.7 percent.
Cash Flows
Right-of-use assets of $29.6 million, $44.5 million, and $132.7 million were recognized as non-cash asset additions that resulted from new operating lease obligations during the years ended December 31, 2024, 2023, and 2022, respectively, which included $5.5 million, $0.4 million, and $42.2 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 $59.6 million, $55.5 million, and $47.9 million for the years ended December 31, 2024, 2023, and 2022, respectively.
Future minimum lease payments under operating leases as of December 31, 2024 were as follows:
| (In thousands) | |
|---|---|
| Year Ending December 31, | |
| 2025 | $52,407 |
| 2026 | 41,855 |
| 2027 | 35,847 |
| 2028 | 32,668 |
| 2029 | 29,303 |
| Thereafter | 122,447 |
| Total future minimum lease payments | 314,527 |
| Less interest | (75,927) |
| Present value of operating lease liabilities | $238,600 |
- 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, 2024 and 2023.
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, 2024, would not be material to the Company's financial position or annual results of operations.
- STOCKHOLDERS' EQUITY
The following table summarizes information about shares of the Company's common stock at December 31:
| (In thousands) | 2024 | 2023 |
|---|---|---|
| Common stock authorized | 75,000 | 75,000 |
| Common stock issued | 28,804 | 28,667 |
| Treasury stock | 3,341 | 3,341 |
| Common stock outstanding | 25,463 | 25,326 |
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 Share | Record Date | Payment Date | Total Paid |
|---|---|---|---|---|
| First Quarter 2022 | $0.90 | 03/11/22 | 03/25/22 | $22,870 |
| Second Quarter 2022 | 1.05 | 06/03/22 | 06/17/22 | 26,702 |
| Third Quarter 2022 | 1.05 | 09/02/22 | 09/16/22 | 26,701 |
| Fourth Quarter 2022 | 1.05 | 12/02/22 | 12/16/22 | 26,453 |
| Total 2022 | $4.05 | $102,726 | ||
| First Quarter 2023 | $1.05 | 03/10/23 | 03/24/23 | $26,563 |
| Second Quarter 2023 | 1.05 | 06/02/23 | 06/16/23 | 26,591 |
| Third Quarter 2023 | 1.05 | 09/01/23 | 09/15/23 | 26,590 |
| Fourth Quarter 2023 | 1.05 | 12/01/23 | 12/15/23 | 26,592 |
| Total 2023 | $4.20 | $106,336 | ||
| First Quarter 2024 | $1.05 | 03/08/24 | 03/22/24 | $26,721 |
| Second Quarter 2024 | 1.05 | 05/31/24 | 06/14/24 | 26,734 |
| Third Quarter 2024 | 1.05 | 08/30/24 | 09/13/24 | 26,736 |
| Fourth Quarter 2024 | 1.15 | 11/29/24 | 12/13/24 | 29,280 |
| Total 2024 | $4.30 | $109,471 | ||
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 640,848,821,703, and 1,032,403 at December 31, 2024, 2023, and 2022, respectively.
Stock-based compensation resulted in charges to operations as follows for the years ended December 31:
| (In thousands) | 2024 | 2023 | 2022 |
|---|---|---|---|
| Deferred and restricted stock units | $15,668 | $15,462 | $15,594 |
| Performance stock units | 2,985 | 2,767 | 8,101 |
| Stock-based compensation expense | $18,653 | $18,229 | $23,695 |
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 Shares | Weighted Average Price | |
|---|---|---|
| Outstanding at December 31, 2021 | 285,711 | $110.41 |
| Issued | 5,427 | 101.87 |
| Granted | 162,719 | 119.84 |
| Dividend equivalents | 10,871 | 103.27 |
| Forfeited | (15,012) | 121.99 |
| Vested | (171,942) | 96.21 |
| Outstanding at December 31, 2022 | 277,774 | $120.92 |
| Issued | 3,244 | 119.43 |
| Granted | 159,640 | 114.22 |
| Dividend equivalents | 10,731 | 116.99 |
| Forfeited | (23,440) | 121.16 |
| Vested | (131,644) | 112.10 |
| Outstanding at December 31, 2023 | 296,305 | $118.60 |
| Issued | 2,321 | 111.83 |
| Granted | 143,407 | 125.20 |
| Dividend equivalents | 11,596 | 112.25 |
| Forfeited | (21,249) | 122.30 |
| Vested | (130,903) | 114.87 |
| Outstanding at December 31, 2024 | 301,477 | $119.84 |
As of December 31, 2024, there was $19.0 million of total unrecognized compensation cost related to DSUs and RSUs, which is expected to be recognized over a weighted average remaining period of 1.7 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 Shares | Stock Price | |
|---|---|---|
| Outstanding at December 31, 2021 | 149,961 | $104.01 |
| Granted | 91,988 | 110.83 |
| Dividend equivalents | 6,210 | 103.29 |
| Forfeited | (4,840) | 78.11 |
| Vested | (80,938) | 82.40 |
| Outstanding at December 31, 2022 | 162,381 | $120.12 |
| Granted | 140,953 | 108.42 |
| Dividend equivalents | 7,236 | 117.20 |
| Forfeited | (3,245) | 96.55 |
| Vested | (100,046) | 101.11 |
| Outstanding at December 31, 2023 | 207,279 | $122.57 |
| Granted | 108,096 | 132.77 |
| Dividend equivalents | 9,198 | 112.27 |
| Vested | (78,695) | 143.54 |
| Outstanding at December 31, 2024 | 245,878 | $120.26 |
As of December 31, 2024, there was $6.3 million of total unrecognized compensation cost related to PSUs, which is expected to be recognized over a weighted average remaining period of 2.2 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 items | Pension items | Total |
|---|---|---|---|
| Accumulated other comprehensive income (loss) at December 31, 2022 | $(23,321) | $30,025 | $6,704 |
| Net foreign currency translation adjustment | 8,532 | — | 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 |
| Net foreign currency translation adjustment | (9,366) | (1,441) | (10,807) |
| Actuarial loss on pension plans | — | (233) | (233) |
| Net current-period other comprehensive loss | (9,366) | (1,674) | (11,040) |
| Accumulated other comprehensive income (loss) at December 31, 2024 | $(24,155) | $27,387 | $3,232 |
In both years ended December 31, 2024 and 2023, 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,
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 years ended December 31, 2024 and 2023.
SEGMENT REPORTING
The Company hastwo reportable segments, the OEM Segment and the Aftermarket Segment. Intersegment sales are insignificant.
The OEM Segment, which accounted for 76 percent,77 percent, and 83 percent of consolidated net sales for the years ended December 31, 2024, 2023, and 2022, 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 53 percent,47 percent, and 61 percent of the Company's OEM Segment net sales in 2024, 2023, and 2022, respectively, were of components for travel trailer and fifth-wheel RVs.
The Aftermarket Segment, which accounted for 24 percent,23 percent, and 17 percent of consolidated net sales for each of the years ended December 31, 2024, 2023, and 2022, 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, and 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.
The Company's CODM is its President and Chief Executive Officer. The decisions concerning the allocation of the Company's resources are made by the CODM with oversight by the Board of Directors. The CODM evaluates the performance of each segment and makes decisions concerning the allocation of resources based upon segment operating profit (loss), generally defined as income or loss before interest expense and income taxes. Segment assets are not reviewed by the Company's CODM and therefore are not disclosed below. 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 | $1,486,108 | $28,470 | $1,514,578 |
| Motorhomes | 130,545 | 102,521 | 233,066 |
| Adjacent Industries OEMs | 927,276 | 185,530 | 1,112,806 |
| Total OEM Segment net sales | 2,543,929 | 316,521 | 2,860,450 |
| Aftermarket Segment: | |||
| Total Aftermarket Segment net sales | 803,354 | 77,404 | 880,758 |
| Total net sales | $3,347,283 | $393,925 | $3,741,208 |
| (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 |
| Motorhomes | 160,857 | 108,499 | 269,356 |
| Adjacent Industries OEMs | 1,085,631 | 189,902 | 1,275,533 |
| Total OEM Segment net sales | 2,557,126 | 346,616 | 2,903,742 |
| Aftermarket Segment: | |||
| Total Aftermarket Segment net sales | 814,103 | 66,963 | 881,066 |
| 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 |
| Motorhomes | 238,613 | 100,484 | 339,097 |
| Adjacent Industries OEMs | 1,184,459 | 174,729 | 1,359,188 |
| Total OEM Segment net sales | 3,984,755 | 331,115 | 4,315,870 |
| Aftermarket Segment: | |||
| Total Aftermarket Segment net sales | 824,895 | 66,378 | 891,273 |
| Total net sales | $4,809,650 | $397,493 | $5,207,143 |
(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 $361.8 million and $399.4 million as of December 31, 2024 and 2023, 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) | OEM | Aftermarket | Total |
| Net sales to external customers (a) | $2,860,450 | $880,758 | $3,741,208 |
| Cost of sales | 2,303,283 | 558,210 | 2,861,493 |
| Gross profit | 557,167 | 322,548 | 879,715 |
| Selling, general and administrative expenses (b) | 450,086 | 211,392 | 661,478 |
| Operating profit | $107,081 | $111,156 | $218,237 |
| Expenditures for long-lived assets (c) | 28,593 | 19,469 | 48,062 |
| Depreciation and amortization | 93,327 | 32,366 | 125,693 |
| Net sales to external customers (a) | $2,903,742 | $881,066 | $3,784,808 |
| Cost of sales | 2,448,176 | 560,442 | 3,008,618 |
| Gross profit | 455,566 | 320,624 | 776,190 |
| Selling, general and administrative expenses (b) | 438,205 | 214,557 | 652,762 |
| Operating profit | $17,361 | $106,067 | $123,428 |
| Expenditures for long-lived assets (c) | 68,750 | 20,230 | 88,980 |
| Depreciation and amortization | 99,976 | 31,792 | 131,768 |
| Net sales to external customers (a) | $4,315,870 | $891,273 | $5,207,143 |
| Cost of sales | 3,325,354 | 608,500 | 3,933,854 |
| Gross profit | 990,516 | 282,773 | 1,273,289 |
| Selling, general and administrative expenses (b) | 511,366 | 208,895 | 720,261 |
| Operating profit | $479,150 | $73,878 | $553,028 |
| Expenditures for long-lived assets (c) | 173,732 | 33,245 | 206,977 |
| Depreciation and amortization | 99,419 | 29,793 | 129,212 |
(a) Thor Industries, Inc., a customer of both segments, accounted for 16 percent,16 percent, and 23 percent of the Company's consolidated net sales for the years ended December 31, 2024, 2023, and 2022, respectively. Berkshire Hathaway Inc. (through its subsidiaries Forest River, Inc. and Clayton Homes, Inc.), a customer of both segments, accounted for 18 percent,15 percent, and 20 percent of the Company's consolidated net sales for the years ended December 31, 2024, 2023, and 2022, respectively. No other customer accounted for more than 10 percent of consolidated net sales in the years ended December 31, 2024, 2023, and 2022. No customer accounted for more than 10 percent of consolidated accounts receivable, net at December 31, 2024 and 2023.
(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 $6.0 million, $28.3 million, and $78.7 million of long-lived assets, as part of the acquisitions of businesses in the years ended December 31, 2024, 2023, and 2022, respectively.
Net sales by OEM Segment product were as follows for the years ended December 31:
| (In thousands) | 2024 | 2023 | 2022 |
|---|---|---|---|
| OEM Segment: | |||
| Chassis, chassis parts, and slide-out mechanisms | $811,607 | $785,158 | $1,563,168 |
| Windows and doors | 838,530 | 851,761 | 1,085,302 |
| Furniture and mattresses | 404,021 | 464,113 | 790,664 |
| Axles, ABS, and suspension solutions | 306,760 | 313,224 | 306,843 |
| Other | 499,532 | 489,486 | 569,893 |
| Total OEM Segment net sales | 2,860,450 | 2,903,742 | 4,315,870 |
| Total Aftermarket Segment net sales | 880,758 | 881,066 | 891,273 |
| Total net sales | $3,741,208 | $3,784,808 | $5,207,143 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.