PATRICK INDUSTRIES INC 10-Q

ITEM 1. FINANCIAL STATEMENTS PATRICK INDUSTRIES, INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) First Quarter Ended (thousands except per share data) April 2, 2023 March 27, 2022 NET SALES $ 900,100 $ 1,342,175 Cost of goods sold 705,856 1,046,830 GROSS PROFIT 194,244 295,345 Operating Expenses: Warehouse and delivery 35,845 41,169 Selling, general and administrative 82,401 75,560 Amortization of intangible assets 19,764 16,861 Total operating expenses 138,010 133,590 OPERATING INCOME 56,234 161,755 Interest expense, net 18,484 14,886 Income before income taxes 37,750 146,869 Income taxes 7,577 34,196 NET INCOME $ 30,173 $ 112,673 BASIC EARNINGS PER COMMON SHARE $ 1.40 $ 5.00 DILUTED EARNINGS PER COMMON SHARE $ 1.35 $ 4.54 Weighted average shares outstanding – Basic 21,591 22,517 Weighted average shares outstanding – Diluted 22,512 24,882 See accompanying Notes to Condensed Consolidated Financial Statements. 3 PATRICK INDUSTRIES, INC. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) First Quarter Ended (thousands) April 2, 2023 March 27, 2022 NET INCOME $ 30,173 $ 112,673 Other comprehensive income, net of tax: Unrealized gain of hedge derivatives — 757 Foreign currency translation gain (loss) ( 9 ) 29 Total other comprehensive income (loss) ( 9 ) 786 COMPREHENSIVE INCOME $ 30,164 $ 113,459 See accompanying Notes to Condensed Consolidated Financial Statements. 4 PATRICK INDUSTRIES, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) As of (thousands) April 2, 2023 December 31, 2022 ASSETS Current Assets Cash and cash equivalents $ 30,783 $ 22,847 Trade and other receivables, net 256,440 172,890 Inventories 628,383 667,841 Prepaid expenses and other 38,872 46,326 Total current assets 954,478 909,904 Property, plant and equipment, net 353,599 350,572 Operating lease right-of-use assets 166,222 163,674 Goodwill 627,306 629,263 Intangible assets, net 706,706 720,230 Other non-current assets 8,519 8,828 TOTAL ASSETS $ 2,816,830 $ 2,782,471 LIABILITIES AND SHAREHOLDERS’ EQUITY Current Liabilities Current maturities of long-term debt $ 7,500 $ 7,500 Current operating lease liabilities 44,977 44,235 Accounts payable 149,260 142,910 Accrued liabilities 130,943 172,595 Total current liabilities 332,680 367,240 Long-term debt, less current maturities, net 1,332,158 1,276,149 Long-term operating lease liabilities 124,373 122,471 Deferred tax liabilities, net 48,782 48,392 Other long-term liabilities 9,015 13,050 TOTAL LIABILITIES 1,847,008 1,827,302 SHAREHOLDERS’ EQUITY Common stock 194,753 197,003 Accumulated other comprehensive loss ( 704 ) ( 695 ) Retained earnings 775,773 758,861 TOTAL SHAREHOLDERS’ EQUITY 969,822 955,169 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 2,816,830 $ 2,782,471 See accompanying Notes to Condensed Consolidated Financial Statements. 5 PATRICK INDUSTRIES, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) First Quarter Ended (thousands) April 2, 2023 March 27, 2022 CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 30,173 $ 112,673 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 35,510 30,201 Stock-based compensation expense 5,242 5,111 Amortization of convertible notes debt discount 324 449 Gain on sale of property, plant and equipment ( 23 ) ( 5,501 ) Other non-cash items 1,755 1,697 Change in operating assets and liabilities, net of acquisitions of businesses: Trade and other receivables, net ( 83,354 ) ( 160,883 ) Inventories 39,502 ( 51,769 ) Prepaid expenses and other assets 6,314 7,198 Accounts payable, accrued liabilities and other ( 36,393 ) 37,785 Net cash used in operating activities ( 950 ) ( 23,039 ) CASH FLOWS FROM INVESTING ACTIVITIES Purchases of property, plant and equipment ( 20,266 ) ( 18,668 ) Proceeds from sale of property and equipment and other investing activities 92 7,146 Business acquisitions, net of cash acquired ( 478 ) ( 131,597 ) Purchases of intangible assets and other investing activities ( 2,925 ) — Net cash used in investing activities ( 23,577 ) ( 143,119 ) CASH FLOWS FROM FINANCING ACTIVITIES Term debt repayments ( 1,875 ) — Borrowings on revolver 354,324 303,712 Repayments on revolver ( 124,613 ) ( 149,712 ) Repayments of convertible notes ( 172,500 ) — Stock repurchases under buyback program ( 3,660 ) ( 24,778 ) Cash dividends paid to shareholders ( 10,761 ) ( 8,288 ) Taxes paid for share-based payment arrangements ( 7,499 ) ( 9,999 ) Payment of contingent consideration from a business acquisition ( 1,370 ) ( 3,780 ) Proceeds from exercise of common stock options 492 — Other financing activities ( 75 ) — Net cash provided by financing activities 32,463 107,155 Increase (decrease) in cash and cash equivalents 7,936 ( 59,003 ) Cash and cash equivalents at beginning of year 22,847 122,849 Cash and cash equivalents at end of period $ 30,783 $ 63,846 See accompanying Notes to Condensed Consolidated Financial Statements. 6 PATRICK INDUSTRIES, INC. CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Unaudited) First Quarter Ended April 2, 2023 (thousands) Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Loss Retained Earnings Total Balance December 31, 2022 $ 197,003 $ — $ ( 695 ) $ 758,861 $ 955,169 Net income — — — 30,173 30,173 Dividends declared — — — ( 10,086 ) ( 10,086 ) Other comprehensive loss, net of tax — — ( 9 ) — ( 9 ) Stock repurchases under buyback program ( 485 ) — — ( 3,175 ) ( 3,660 ) Repurchases of shares for tax payments related to the vesting and exercising of share-based grants ( 7,499 ) — — — ( 7,499 ) Issuance of shares upon exercise of common stock options 492 — — — 492 Stock-based compensation expense 5,242 — — — 5,242 Balance April 2, 2023 $ 194,753 $ — $ ( 704 ) $ 775,773 $ 969,822 First Quarter Ended March 27, 2022 (thousands) Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Loss Retained Earnings Total Balance December 31, 2021 $ 196,383 $ 59,668 $ ( 2,228 ) $ 513,734 $ 767,557 Impact of adoption of ASU 2020-06 — ( 59,668 ) — 15,975 ( 43,693 ) Net income — — — 112,673 112,673 Dividends declared — — — ( 7,684 ) ( 7,684 ) Other comprehensive income, net of tax — — 786 — 786 Stock repurchases under buyback program ( 3,062 ) — — ( 21,717 ) ( 24,779 ) Repurchase of shares for tax payments related to the vesting and exercising of share-based grants ( 9,999 ) — — — ( 9,999 ) Stock-based compensation expense 5,111 — — — 5,111 Balance March 27, 2022 188,433 — ( 1,442 ) 612,981 799,972 See accompanying Notes to Condensed Consolidated Financial Statements. 7 PATRICK INDUSTRIES, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements of Patrick Industries, Inc. (“Patrick”, the “Company”, "we", "our") contain all adjustments (consisting of normal recurring adjustments) that we believe are necessary to present fairly the Company’s financial position as of April 2, 2023 and December 31, 2022, its results of operations for the first quarter ended April 2, 2023 and March 27, 2022, and its cash flows for the first quarter ended April 2, 2023 and March 27, 2022. Patrick’s unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission and in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to those rules or regulations. Intercompany balances and transactions have been eliminated in consolidation. For a description of significant accounting policies used by the Company in the preparation of its consolidated financial statements, please refer to Note 1 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. The December 31, 2022 condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. Operating results for the first quarter ended April 2, 2023 are not necessarily indicative of the results that we will realize or expect for the full year ending December 31, 2023. The Company maintains its financial records on the basis of a fiscal year ending on December 31, with the fiscal quarters spanning approximately thirteen weeks. The first quarter ends on the Sunday closest to the end of the first thirteen-week period. The second and third quarters are thirteen weeks in duration and the fourth quarter is the remainder of the year. The first quarter of fiscal year 2023 ended on April 2, 2023 and the first quarter of fiscal year 2022 ended on March 27, 2022. In preparation of Patrick’s condensed consolidated financial statements as of and for the first quarter ended April 2, 2023, management evaluated all subsequent events and transactions that occurred after the balance sheet date through the date of issuance of the Form 10-Q that required recognition or disclosure in the condensed consolidated financial statements. See Note 15 for further information. 2. REVENUE RECOGNITION In the following table, revenue from contracts with customers, net of intersegment sales, is disaggregated by market type and by reportable segment, consistent with how the Company believes the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors: First Quarter Ended April 2, 2023 (thousands) Manufacturing Distribution Total Market type: Recreational Vehicle $ 252,444 $ 114,516 $ 366,960 Marine 261,020 14,884 275,904 Manufactured Housing 64,189 69,235 133,424 Industrial 114,743 9,069 123,812 Total $ 692,396 $ 207,704 $ 900,100 8 First Quarter Ended March 27, 2022 (thousands) Manufacturing Distribution Total Market type: Recreational Vehicle $ 570,022 $ 250,582 $ 820,604 Marine 207,501 13,473 220,974 Manufactured Housing 84,986 88,578 173,564 Industrial 117,100 9,933 127,033 Total $ 979,609 $ 362,566 $ 1,342,175 Contract Liabilities Contract liabilities, representing upfront payments from customers received prior to satisfying performance obligations, were immaterial as of the beginning and end of all periods presented and changes in contract liabilities were immaterial during all periods presented. 3. INVENTORIES Inventories consist of the following: (thousands) April 2, 2023 December 31, 2022 Raw materials $ 315,559 $ 348,670 Work in process 22,640 22,630 Finished goods 132,348 141,516 Less: reserve for inventory obsolescence ( 17,074 ) ( 14,059 ) Total manufactured goods, net 453,473 498,757 Materials purchased for resale (distribution products) 182,198 175,061 Less: reserve for inventory obsolescence ( 7,288 ) ( 5,977 ) Total materials purchased for resale (distribution products), net 174,910 169,084 Total inventories $ 628,383 $ 667,841 4. GOODWILL AND INTANGIBLE ASSETS Changes in the carrying amount of goodwill for the first quarter ended April 2, 2023 by segment are as follows: (thousands) Manufacturing Distribution Total Balance - December 31, 2022 $ 558,362 $ 70,901 $ 629,263 Adjustments to preliminary purchase price allocations ( 2,132 ) 175 ( 1,957 ) Balance - April 2, 2023 $ 556,230 $ 71,076 $ 627,306 9 Intangible assets, net consist of the following as of April 2, 2023 and December 31, 2022: (thousands) April 2, 2023 December 31, 2022 Customer relationships $ 727,044 $ 722,503 Non-compete agreements 21,301 20,412 Patents 69,164 69,164 Trademarks 196,767 195,957 1,014,276 1,008,036 Less: accumulated amortization ( 307,570 ) ( 287,806 ) Intangible assets, net $ 706,706 $ 720,230 Changes in the carrying value of intangible assets for the first quarter ended April 2, 2023 by segment are as follows: (thousands) Manufacturing Distribution Total Balance - December 31, 2022 $ 622,647 $ 97,583 $ 720,230 Additions 2,925 300 3,225 Amortization ( 17,183 ) ( 2,581 ) ( 19,764 ) Adjustments to preliminary purchase price allocations 3,100 ( 85 ) 3,015 Balance - April 2, 2023 $ 611,489 $ 95,217 $ 706,706 5. ACQUISITIONS General The Company completed no acquisitions in the first quarter of 2023. The Company completed one acquisition in the first quarter of 2022. For the first quarter ended March 27, 2022, net sales included in the Company's condensed consolidated statements of income related to the acquisition completed in the first quarter of 2022 were $ 8.4 million, and operating income was $ 1.4 million. For each acquisition, the excess of the purchase consideration over the fair value of the net assets acquired is recorded as goodwill, which generally represents the combined value of the Company’s existing purchasing, manufacturing, sales, and systems resources with the organizational talent and expertise of the acquired companies’ respective management teams to maximize efficiencies, market share growth and net income. Contingent Consideration In connection with certain acquisitions, if certain financial results for the acquired businesses are achieved, the Company is required to pay additional cash consideration. The Company records a liability for the estimated fair value of the contingent consideration related to each of these acquisitions as part of the initial purchase price based on the present value of the expected future cash flows and the probability of future payments at the date of acquisition. 10 Changes in the fair value of contingent consideration for the first quarter ended April 2, 2023 are as follows: (thousands) April 2, 2023 Balance - December 31, 2022 $ 9,213 Additions 90 Fair value adjustments (1) 1,000 Settlements ( 5,120 ) Balance - April 2, 2023 5,183 (1) The company records non-cash fair value adjustments to contingent consideration based on expected results, which are included in Selling, general and administrative expenses in the Company's condensed consolidated statements of income for the first quarter of 2023. The following table shows the balance sheet location of the fair value of contingent consideration and the maximum amount of contingent consideration payments the Company may be subject to at April 2, 2023 and December 31, 2022: (thousands) April 2, 2023 December 31, 2022 Accrued liabilities $ 5,083 $ 5,250 Other long-term liabilities 100 3,963 Total fair value of contingent consideration 5,183 9,213 Maximum amount of contingent consideration 6,770 10,747 2022 Acquisitions The Company completed five acquisitions in the year ended December 31, 2022, including the following three previously announced acquisitions (collectively, the "2022 Acquisitions"): Company Segment Description Rockford Corporation Manufacturing Designer and manufacturer of audio systems and components through its brand Rockford Fosgate®, primarily serving the powersports and automotive aftermarkets, based in Tempe, Arizona, acquired in March 2022 Diamondback Towers, LLC Manufacturing Manufacturer of wakeboard/ski towers and accessories for marine original equipment manufacturers ("OEMs"), based in Cocoa, Florida, acquired in May 2022 Transhield Manufacturing Designer and manufacturer of customized and proprietary protection solutions for the marine, military and industrial markets, including covers and shrinkable packaging, to protect equipment during transport and storage, based in Elkhart, Indiana, acquired in November 2022. Inclusive of two acquisitions not discussed above, total cash consideration for the 2022 Acquisitions was approximately $ 248.7 million, plus contingent consideration over a one to two-year period based on future performance in connection with certain acquisitions. The preliminary purchase price allocations are subject to valuation activities being finalized, and thus certain purchase accounting adjustments are subject to change within the measurement period as the Company finalizes its estimates. Purchase price allocations and all valuation activities in connection with the acquisition completed in the first quarter of 2022 have been finalized. Changes to preliminary purchase accounting estimates recorded in the first quarter ended April 2, 2023 related to the 2022 Acquisitions were immaterial. 11 The following table summarizes the fair values of the assets acquired and the liabilities assumed as of the date of acquisition for the 2022 Acquisitions: 2022 Acquisitions (thousands) Acquisition A Acquisition B All Others Total Consideration Cash, net of cash acquired $ 132,557 $ 95,571 $ 20,526 $ 248,655 Working capital holdback and other, net — ( 1,291 ) 315 ( 977 ) Contingent consideration (1) — — 1,840 1,840 Total consideration $ 132,557 $ 94,280 $ 22,681 $ 249,518 Assets Acquired Trade receivables $ 20,640 $ 4,917 $ 904 $ 26,461 Inventories 32,744 8,732 2,353 43,829 Prepaid expenses & other 1,325 164 120 1,609 Property, plant & equipment 4,681 6,026 1,638 12,345 Operating lease right-of-use assets 2,917 1,435 599 4,951 Identifiable intangible assets Customer relationships 58,000 38,630 7,045 103,675 Non-compete agreements 500 230 250 980 Patents 7,500 9,400 — 16,900 Trademarks 17,000 7,910 1,220 26,130 Liabilities Assumed Current portion of operating lease obligations ( 512 ) ( 289 ) ( 273 ) ( 1,074 ) Accounts payable & accrued liabilities ( 24,521 ) ( 3,408 ) ( 1,255 ) ( 29,184 ) Operating lease obligations ( 2,405 ) ( 1,146 ) ( 326 ) ( 3,877 ) Deferred tax liabilities ( 19,930 ) ( 14,466 ) — ( 34,396 ) Total fair value of net assets acquired 97,939 58,135 12,275 168,349 Goodwill (2) 34,618 36,145 10,406 81,169 $ 132,557 $ 94,280 $ 22,681 $ 249,518 (1) These amounts reflect the acquisition date fair value of contingent consideration based on expected future results relating to certain acquisitions. (2) Goodwill is not tax-deductible for Acquisition A and Acquisition B (totaling approximately $ 70.8 million) but is tax-deductible for the remaining 2022 Acquisitions. 12 We estimate the value of acquired property, plant, and equipment using a combination of the income, cost, and market approaches, such as estimates of future income growth, capitalization rates, discount rates, and capital expenditure needs of the acquired businesses. We estimate the value of customer relationships using the multi-period excess earnings method, which is a variation of the income approach, calculating the present value of incremental after-tax cash flows attributable to the asset. Non-compete agreements are valued using a discounted cash flow approach, which is a variation of the income approach, with and without the individual counterparties to the non-compete agreements. Trademarks and patents are valued using the relief-from-royalty method, which applies an estimated royalty rate to forecasted future cash flows, discounted to present value. The estimated useful life for customer relationships is 10 years. The estimated useful life for non-compete agreements is 5 years. The weighted average estimated useful life for patents is 13 years, ranging from 10 to 18 years. Trademarks have an indefinite useful life. Pro Forma Information The following pro forma information for the first quarter ended April 2, 2023 and March 27, 2022 assumes the 2022 Acquisitions occurred as of the beginning of the year immediately preceding each such acquisition. The pro forma information contains the actual operating results of the 2022 Acquisitions combined with the results prior to their respective acquisition dates, adjusted to reflect the pro forma impact of the acquisitions occurring as of the beginning of the year immediately preceding each such acquisition. The pro forma information includes financing and interest expense charges based on incremental borrowings incurred in connection with each transaction. In addition, the pro forma information includes amortization expense, in the aggregate, related to intangible assets acquired in connection with the transactions of $ 1.7 million for the first quarter ended March 27, 2022. First Quarter Ended (thousands, except per share data) April 2, 2023 March 27, 2022 Revenue $ 900,100 $ 1,373,573 Net income 30,173 113,769 Basic earnings per common share 1.40 5.05 Diluted earnings per common share 1.35 4.59 The pro forma information is presented for informational purposes only and is not indicative of the results of operations that actually would have been achieved had the acquisitions been consummated as of the periods indicated above. 6. STOCK-BASED COMPENSATION The Company recorded expense of approximately $ 5.2 million and $ 5.1 million in the first quarter ended April 2, 2023 and March 27, 2022, respectively, for its stock-based compensation plans in the condensed consolidated statements of income. The Company's Board of Directors (the "Board") approved various stock-based grants under the Company’s 2009 Omnibus Incentive Plan in the first quarter ended April 2, 2023 totaling 313,635 shares in the aggregate at an average fair value of $ 55.59 at grant date for a total fair value at grant date of $ 17.4 million. As of April 2, 2023, there was approximately $ 33.6 million of total unrecognized compensation cost related to stock-based compensation arrangements granted under incentive plans. That cost is expected to be recognized over a weighted-average period of 19.4 months. 13 7. EARNINGS PER COMMON SHARE Earnings per common share calculated for the first quarter of 2023 and 2022 is as follows: First Quarter Ended (thousands except per share data) April 2, 2023 March 27, 2022 Numerator: Earnings for basic earnings per common share calculation $ 30,173 $ 112,673 Effect of interest on potentially dilutive convertible notes, net of tax 162 317 Earnings for diluted earnings per common share calculation $ 30,335 $ 112,990 Denominator: Weighted average common shares outstanding - basic 21,591 22,517 Weighted average impact of potentially dilutive convertible notes 658 2,046 Weighted average impact of potentially dilutive securities 263 319 Weighted average common shares outstanding - diluted 22,512 24,882 Earnings per common share: Basic earnings per common share $ 1.40 $ 5.00 Diluted earnings per common share $ 1.35 $ 4.54 An immaterial amount of securities was not included in the computation of diluted earnings per common share as they are considered anti-dilutive under the treasury stock method for all periods presented. 8. DEBT A summary of total debt outstanding at April 2, 2023 and December 31, 2022 is as follows: (thousands) April 2, 2023 December 31, 2022 Long-term debt: 1.00 % convertible notes due 2023 $ — $ 172,500 Term loan due 2027 135,000 136,875 Revolver due 2027 310,000 80,289 7.50 % senior notes due 2027 300,000 300,000 1.75 % convertible notes due 2028 258,750 258,750 4.75 % senior notes due 2029 350,000 350,000 Total long-term debt 1,353,750 1,298,414 Less: convertible notes debt discount, net ( 5,664 ) ( 5,989 ) Less: term loan deferred financing costs, net ( 663 ) ( 701 ) Less: senior notes deferred financing costs, net ( 7,765 ) ( 8,075 ) Less: current maturities of long-term debt ( 7,500 ) ( 7,500 ) Total long-term debt, less current maturities, net $ 1,332,158 $ 1,276,149 The Company maintains a senior secured credit facility comprised of a $ 775 million revolving credit facility (the "Revolver due 2027") and the remaining balance of a $ 150 million term loan. On February 1, 2023, the Company utilized borrowing capacity under the Revolver due 2027 to satisfy its repayment obligation at maturity of the 1.00 % Convertible Senior Notes due 2023 (the " 1.00 % Convertible Notes"). All noteholders elected to receive cash in repayment of the 1.00 % Convertible Notes. 14 The interest rate for incremental borrowings under the Revolver due 2027 at April 2, 2023 was SOFR plus 1.25 % (or 6.20 %) for the SOFR-based option. The fee payable on committed but unused portions of the Revolver due 2027 was 0.18 % at April 2, 2023. Total cash interest paid for the first quarter of 2023 and 2022 was $ 5.8 million and $ 3.2 million, respectively. 9. LEASES Lease expense, supplemental cash flow information, and other information related to leases were as follows: First Quarter Ended (thousands) April 2, 2023 March 27, 2022 Operating lease cost $ 13,464 $ 12,164 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 13,378 $ 11,927 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 15,034 $ 23,725 Balance sheet information related to leases was as follows: (thousands, except lease term and discount rate) April 2, 2023 December 31, 2022 Assets Operating lease right-of-use assets $ 166,222 $ 163,674 Liabilities Operating lease liabilities, current portion $ 44,977 $ 44,235 Long-term operating lease liabilities 124,373 122,471 Total lease liabilities $ 169,350 $ 166,706 Weighted average remaining lease term, operating leases (in years) 5.2 5.1 Weighted average discount rate, operating leases 4.8 % 4.4 % Maturities of lease liabilities were as follows at April 2, 2023: (thousands) 2023 (excluding the three months ended April 2, 2023) $ 39,468 2024 46,218 2025 36,333 2026 25,824 2027 14,806 Thereafter 30,476 Total lease payments 193,125 Less imputed interest ( 23,775 ) Total $ 169,350 15 As of April 2, 2023, outstanding leases have remaining lease terms ranging from 1 year to 16 years. The Company has additional operating leases that have not yet commenced as of April 2, 2023 and, therefore, were not included as operating right-of-use assets and corresponding operating lease liabilities on our condensed consolidated balance sheet at April 2, 2023. These operating leases are anticipated to commence in the second quarter of fiscal 2023 with lease terms of 5 years to 7 years. The estimated fair value of these operating lease right-of-use assets and corresponding operating lease liabilities to be recorded on our balance sheet upon lease commencement is approximately $ 9.9 million. 10. FAIR VALUE MEASUREMENTS The following table presents fair values of certain assets and liabilities at April 2, 2023 and December 31, 2022: April 2, 2023 December 31, 2022 (in millions) Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Cash equivalents (1) $ 21.1 $ — $ — $ 15.2 $ — $ — 7.50 % senior notes due 2027 (2) — 294.4 — — 293.9 — 4.75 % senior notes due 2029 (2) — 304.4 — — 293.8 — 1.00 % convertible notes due 2023 (2) — — — — 172.0 — 1.75 % convertible notes due 2028 (2) — 233.7 — — 219.9 — Term loan due 2027 (3) — 135.0 — — 136.9 — Revolver due 2027 (3) — 310.0 — — 80.3 — Contingent consideration (4) — — 5.2 — — 9.2 (1) The carrying amounts of cash equivalents, representing government and other money market funds traded in an active market with relatively short maturities, are reported on the condensed consolidated balance sheet as of April 2, 2023 and December 31, 2022 as a component of "Cash and cash equivalents". (2) The amounts of these notes listed above are the current fair values for disclosure purposes only, and they are recorded in the Company's condensed consolidated balance sheets as of April 2, 2023 and December 31, 2022 using the interest rate method. Repayment of the 1.00 % Convertible Notes at maturity is discussed further in Note 8. (3) The carrying amounts of our Term loan due 2027 and Revolver due 2027 approximate fair value as of April 2, 2023 and December 31, 2022 based upon their terms and conditions in comparison to the terms and conditions of debt instruments with similar terms and conditions available at those dates. (4) The estimated fair value of the Company's contingent consideration is discussed further in Note 5. 11. INCOME TAXES The effective tax rate in the first quarter of 2023 and 2022 was 20.1 % and 23.3 %, respectively. The first quarter of 2023 and 2022 rates include the impact of the recognition of excess tax benefits on share-based compensation that was recorded as a reduction to income tax expense in the amount of $ 2.3 million and $ 4.0 million, respectively. Cash paid for income taxes, net of refunds, was $ 17.2 million in the first quarter of 2023 and $ 18.4 million in the first quarter of 2022. 16 12. SEGMENT INFORMATION The Company has two reportable segments, Manufacturing and Distribution, which are based on its method of internal reporting, which segregates its businesses based on the manner in which its chief operating decision maker allocates resources, evaluates financial results, and determines compensation. The tables below present information about the sales and operating income of those segments. First Quarter Ended April 2, 2023 (thousands) Manufacturing Distribution Total Net outside sales $ 692,396 $ 207,704 $ 900,100 Intersegment sales 16,419 2,455 18,874 Total sales 708,815 210,159 918,974 Operating income 87,165 18,307 105,472 First Quarter Ended March 27, 2022 (thousands) Manufacturing Distribution Total Net outside sales $ 979,609 $ 362,566 $ 1,342,175 Intersegment sales 18,976 3,168 22,144 Total sales 998,585 365,734 1,364,319 Operating income 170,544 45,966 216,510 The following table presents a reconciliation of segment operating income to consolidated operating income: First Quarter Ended (thousands) April 2, 2023 March 27, 2022 Operating income for reportable segments $ 105,472 $ 216,510 Unallocated corporate expenses ( 29,474 ) ( 37,894 ) Amortization ( 19,764 ) ( 16,861 ) Consolidated operating income $ 56,234 $ 161,755 Unallocated corporate expenses include corporate general and administrative expenses comprised of wages and other compensation, insurance, taxes, supplies, travel and entertainment, professional fees, amortization of inventory step-up adjustments, and other. 13. STOCK REPURCHASE PROGRAMS In December 2022, the Board authorized an increase in the amount of the Company's common stock that may be acquired over the next 24 months under the current stock repurchase program to $ 100 million, including the $ 38.2 million remaining under the previous authorization. Approximately $ 92.7 million remains in the amount of the Company's common stock that may be acquired under the current stock repurchase program as of April 2, 2023. Under the stock repurchase plan, the Company made repurchases of common stock as follows for the respective periods: First Quarter Ended April 2, 2023 March 27, 2022 Shares repurchased 54,620 365,627 Average price $ 67.01 $ 67.77 Aggregate cost (in millions) $ 3.7 $ 24.8 17 14. COMMITMENTS AND CONTINGENCIES The Company is subject to proceedings, lawsuits, audits, and other claims arising in the normal course of business. All such matters are subject to uncertainties and outcomes that are not predictable with assurance. Accruals for these items, when applicable, have been provided to the extent that losses are deemed probable and are reasonably estimable. These accruals are adjusted from time to time as developments warrant. Although the ultimate outcome of these matters cannot be ascertained, on the basis of present information, amounts already provided, availability of insurance coverage and legal advice received, it is the opinion of management that the ultimate resolution of these proceedings, lawsuits, and other claims will not have a material adverse effect on the Company’s financial position, results of operations, or cash flows. In the Company's Form 10-K for the year ended December 31, 2022, the Company described the current status of litigation concerning the Lusher Site Remediation Group. There has been no change in the status of this litigation since that time. The Company has also been named as a potentially responsible party for the related Lusher Street Groundwater Contamination Superfund Site (the "Superfund Site") by the U.S. Environmental Protection Agency (the "EPA"). The proceedings remain subject to a court-approved stay, granted in September 2021, pending negotiations with the EPA. The Company sold certain parcels of real property that the EPA contends are connected to the Superfund Site (the "Divested Properties") in January 2022 for a pretax gain on disposal of $ 5.5 million that is included in Selling, general and administrative expenses in the Company's condensed consolidated statements of income for the first quarter of 2022. The purchaser agreed to indemnify, defend and hold the Company harmless for all liability and exposure, both private and to all EPA claims, concerning and relating to the Divested Properties. No further proceedings have occurred in 2022 or the first three months of 2023. As to the real properties that were not among the Divested Properties but remain the subject of the litigation, the Company does not currently believe that the litigation or the Superfund Site matter are likely to have a material adverse impact on its financial condition, results of operations, or cash flows. However, any litigation is inherently uncertain, the EPA has yet to select a final remedy for the Superfund Site, and any judgment or injunctive relief entered against us or any adverse settlement could materially and adversely impact our business, results of operations, financial condition, and prospects. 15. SUBSEQUENT EVENTS On May 1, 2023 the Company announced the acquisition of the assets of BTI Transport, a provider of transportation and logistics services to marine OEMs and dealers located in Elkhart, Indiana. The purchase price is not material and will be primarily allocated to property, plant & equipment and intangible assets.